THIRD AMENDED AND RESTATED REVOLVING CREDIT, GUARANTY AND SECURITY AGREEMENT AMONG INNOVEX INTERNATIONAL, INC. (AS BORROWER), Each Person PARTY hereto from time to time as a Guarantor (as GUARANTORs), PNC BANK, NATIONAL ASSOCIATION (AS LENDER AND AS...

Deal CUSIP Number: ▇▇▇▇▇▇▇▇▇

Revolver CUSIP Number: ▇▇▇▇▇▇▇▇▇

 

THIRD AMENDED AND RESTATED

REVOLVING CREDIT, GUARANTY

AND

SECURITY AGREEMENT

 

AMONG

 

INNOVEX INTERNATIONAL, INC.

 

(AS BORROWER),

 

Each Person PARTY hereto from time to time as a Guarantor

 

(as GUARANTORs),

 

PNC BANK, NATIONAL ASSOCIATION

(AS LENDER AND AS AGENT),

 

with

 

pnc capital markets, llc

(as lead arranger and bookrunner)

 

and

 

THE FINANCIAL INSTITUTIONS

FROM TIME TO TIME PARTY HERETO

(AS LENDERS)

 

PNC BANK CAPITAL MARKETS LLC

(AS SYNDICATION AGENT)

February 27, 2025

 

 

 

 

 

 

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TABLE OF CONTENTS

Page

1. DEFINITIONS...........................................................................................................................2

1.1 Accounting Terms.....................................................................................................2

1.2 General Terms...........................................................................................................2

1.3 Uniform Commercial Code Terms..........................................................................50

1.4 Certain Matters of Construction..............................................................................51

1.5 Term SOFR Notification.........................................................................................51

1.6 Conforming Changes Relating to the Term SOFR Rate.........................................52

2. ADVANCES, PAYMENTS.....................................................................................................52

2.1 Revolving Advances................................................................................................52

2.2 Procedures for Requesting Revolving Advances; Procedures for Selection of

Applicable Interest Rates for All Advances............................................................53

2.3 Swing Loans............................................................................................................56

2.4 Disbursement of Advance Proceeds........................................................................57

2.5 Making and Settlement of Advances.......................................................................57

2.6 Maximum Advances................................................................................................59

2.7 ▇▇▇▇▇▇ and Repayment of Advances......................................................................59

2.8 Repayment of Excess Advances..............................................................................60

2.9 Statement of Account..............................................................................................60

2.10 Letters of Credit.......................................................................................................61

2.11 Issuance of Letters of Credit....................................................................................61

2.12 Requirements For Issuance of Letters of Credit......................................................62

2.13 Disbursements, Reimbursement..............................................................................62

2.14 Repayment of Participation Advances.....................................................................64

2.15 Documentation.........................................................................................................64

2.16 Determination to Honor Drawing Request..............................................................65

2.17 Nature of Participation and Reimbursement Obligations........................................65

2.18 Liability for Acts and Omissions.............................................................................66

2.19 Mandatory Prepayments..........................................................................................67

2.20 Use of Proceeds.......................................................................................................68

2.21 Defaulting Lender....................................................................................................68

2.22 Payment of Obligations...........................................................................................71

2.23 Increase in Maximum Revolving Advance Amount...............................................71

3. INTEREST AND FEES...........................................................................................................74

3.1 Interest.....................................................................................................................74

3.2 Letter of Credit Fees................................................................................................74

3.3 Facility Fee..............................................................................................................76

3.4 Fee Letter.................................................................................................................76

3.5 Computation of Interest and Fees............................................................................76

3.6 Maximum Charges...................................................................................................76

3.7 Increased Costs........................................................................................................76

3.8 Alternate Rate of Interest.........................................................................................77

 

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3.9 Capital Adequacy.....................................................................................................82

3.10 Taxes........................................................................................................................83

3.11 Replacement of Lenders..........................................................................................86

4. COLLATERAL: GENERAL TERMS.....................................................................................87

4.1 Security Interest in the Collateral............................................................................87

4.2 Perfection of Security Interest.................................................................................87

4.3 Preservation of Collateral........................................................................................88

4.4 Ownership and Location of Collateral.....................................................................88

4.5 Defense of Agent’s and Lenders’ Interests..............................................................89

4.6 Inspection of Premises.............................................................................................89

4.7 Appraisals................................................................................................................89

4.8 Receivables; Deposit Accounts and Securities Accounts........................................90

4.9 Inventory..................................................................................................................93

4.10 Maintenance of Equipment......................................................................................93

4.12 Financing Statements...............................................................................................93

4.13 Vehicles and Equipment..........................................................................................94

5. REPRESENTATIONS AND WARRANTIES........................................................................94

5.1 Authority..................................................................................................................94

5.2 Formation and Qualification....................................................................................94

5.3 Tax Returns..............................................................................................................95

5.4 Financial Statements................................................................................................95

5.5 Entity Names...........................................................................................................96

5.6 OSHA; Environmental Compliance; Flood Insurance............................................96

5.7 Solvency; No Litigation, Violation, Indebtedness or Default; ERISA

Compliance..............................................................................................................97

5.8 Patents, Trademarks, Copyrights and Licenses.......................................................98

5.9 Licenses and Permits...............................................................................................98

5.10 Default of Indebtedness...........................................................................................98

5.11 No Burdensome Restrictions...................................................................................99

5.12 No Labor Disputes...................................................................................................99

5.13 Margin Regulations.................................................................................................99

5.14 Investment Company Act........................................................................................99

5.15 Disclosure................................................................................................................99

5.16 Certificate of Beneficial Ownership......................................................................100

5.17 Swaps.....................................................................................................................100

5.18 Business and Property of Loan

Parties....................................................................................................................100

5.19 Ineligible Securities...............................................................................................100

5.20 Commercial Tort Claims.......................................................................................100

5.21 Letter of Credit Rights...........................................................................................100

5.22 Material Contracts.................................................................................................100

5.23 Application of Certain Laws and Regulations.......................................................101

5.24 Sanctions and International Trade Laws................................................................101

5.25 Anti-Corruption Laws............................................................................................101

6. AFFIRMATIVE COVENANTS............................................................................................101

6.1 Compliance with Laws..........................................................................................101

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6.2 Conduct of Business and Maintenance of Existence and Assets...........................102

6.3 Books and Records................................................................................................102

6.4 Payment of Taxes..................................................................................................102

6.5 Financial Covenant................................................................................................103

6.7 Payment of Indebtedness and Leasehold Obligations...........................................104

6.9 Standards of Financial Statements.........................................................................105

6.10 Execution of Supplemental Instruments................................................................105

6.11 Exercise of Rights..................................................................................................105

6.12 Government Receivables.......................................................................................105

6.13 Certificate of Beneficial Ownership and Other Additional Information105

6.14 Keepwell................................................................................................................105

6.15 Post-Closing Obligations.......................................................................................106

6.16 Anti-Corruption Laws; Anti-Money Laundering Laws, International Trade Laws and Sanctions.........................................................................................................106

7. NEGATIVE COVENANTS...................................................................................................106

7.1 ▇▇▇▇▇▇, Consolidation, Acquisition and Sale of Assets........................................106

7.2 Creation of Liens...................................................................................................108

7.3 Guarantees.............................................................................................................108

7.4 Investments............................................................................................................108

7.5 Loans......................................................................................................................108

7.6 Dividends...............................................................................................................108

7.7 Indebtedness..........................................................................................................108

7.8 Nature of Business.................................................................................................108

7.9 Transactions with Affiliates...................................................................................108

7.10 Inventory Locations...............................................................................................109

7.11 Subsidiaries............................................................................................................109

7.12 Fiscal Year and Accounting Changes....................................................................109

7.13 Pledge of Credit.....................................................................................................109

7.14 Amendment of Organizational Documents...........................................................109

7.15 Compliance with ERISA.......................................................................................109

7.16 Prepayment of Indebtedness..................................................................................110

7.17 [Reserved]..............................................................................................................110

7.18 Other Agreements..................................................................................................110

7.19 Membership / Partnership Interests.......................................................................110

7.20 Anti-Corruption Laws; Anti-Money Laundering Laws; International Trade Laws and Sanctions.........................................................................................................110

7.21 Negative Pledge on Owned Real Property............................................................110

7.22 Distribution of Proceeds of Advances...................................................................111

8. CONDITIONS PRECEDENT................................................................................................111

8.1 Conditions to Initial Advances..............................................................................111

8.2 Conditions to Each Advance.................................................................................114

9. INFORMATION AS TO LOAN PARTIES..........................................................................114

9.1 Disclosure of Material Matters..............................................................................115

9.2 Schedules...............................................................................................................115

 

 

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9.3 Environmental Reports..........................................................................................115

9.4 Litigation................................................................................................................116

9.5 Material Occurrences.............................................................................................116

9.6 Government Receivables.......................................................................................117

9.7 Annual Financial Statements.................................................................................117

9.8 Quarterly Financial Statements..............................................................................117

9.9 Monthly Financial Statements...............................................................................117

9.10 Other Reports.........................................................................................................118

9.11 Additional Information..........................................................................................118

9.12 Projected Operating Budget...................................................................................118

9.13 Variances From Operating Budget........................................................................118

9.14 Notice of Suits, Adverse Events............................................................................118

9.15 ▇▇▇▇▇ Notices and Requests................................................................................119

9.16 Additional Documents...........................................................................................119

9.17 Updates to Certain Schedules................................................................................119

9.18 Appraisals..............................................................................................................120

9.19 Updates to Schedules Based on Permitted Acquisitions.......................................120

10. EVENTS OF DEFAULT.......................................................................................................120

10.1 Nonpayment..........................................................................................................120

10.2 Breach of Representation......................................................................................120

10.3 Financial Information............................................................................................121

10.4 Judicial Actions.....................................................................................................121

10.5 Noncompliance......................................................................................................121

10.6 Judgments..............................................................................................................121

10.7 Bankruptcy.............................................................................................................121

10.8 [Reserved]..............................................................................................................122

10.9 Lien Priority...........................................................................................................122

10.10 [Reserved]..............................................................................................................122

10.11 Cross Default.........................................................................................................122

10.12 Breach of Guaranty, Guarantor Security Agreement or Pledge Agreement.........122

10.13 Change of Control..................................................................................................122

10.14 Invalidity................................................................................................................122

10.15 Seizures..................................................................................................................122

10.16 Operations..............................................................................................................123

10.17 Pension Plans.........................................................................................................123

10.18 Anti-Corruption Law, Anti-Money Laundering Law, International Trade Law and Sanction Compliance.............................................................................................123

11. LENDERS’ RIGHTS AND REMEDIES AFTER DEFAULT..............................................123

11.1 Rights and Remedies.............................................................................................123

11.2 Agent’s Discretion.................................................................................................125

11.3 Setoff......................................................................................................................125

11.4 Rights and Remedies not Exclusive......................................................................125

11.5 Allocation of Payments After Event of Default....................................................125

12. ▇▇▇▇▇▇▇ AND JUDICIAL PROCEEDINGS.....................................................................127

 

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12.1 Waiver of Notice....................................................................................................127

12.2 Delay......................................................................................................................127

12.3 Jury Waiver............................................................................................................127

13. EFFECTIVE DATE AND TERMINATION.........................................................................128

13.1 Term.......................................................................................................................128

14. REGARDING AGENT..........................................................................................................128

14.1 Appointment..........................................................................................................128

14.2 Nature of Duties.....................................................................................................129

14.3 Lack of Reliance on Agent....................................................................................129

14.4 Resignation of Agent; Successor Agent................................................................129

14.5 Certain Rights of Agent.........................................................................................130

14.6 Reliance.................................................................................................................130

14.7 Notice of Default...................................................................................................130

14.8 Indemnification......................................................................................................131

14.9 Agent in its Individual Capacity............................................................................131

14.10 Delivery of Documents..........................................................................................131

14.11 Loan Parties’ Undertaking to Agent......................................................................131

14.12 No Reliance on Agent’s Customer Identification Program...................................131

14.13 Other Agreements..................................................................................................132

14.14 Authority to Release Collateral and Liens.............................................................132

14.15 Erroneous Payments..............................................................................................132

14.16 Certain ERISA Matters..........................................................................................134

15. GUARANTY..........................................................................................................................136

15.1 Unconditional Guaranty.........................................................................................136

15.2 Continuing Guarantee............................................................................................136

15.3 Waivers..................................................................................................................136

15.4 No Defense............................................................................................................136

15.5 Guaranty of Payment.............................................................................................136

15.6 Liabilities Absolute................................................................................................137

15.7 Waiver of Notice....................................................................................................138

15.8 Agent’s Discretion.................................................................................................138

15.9 Reinstatement........................................................................................................138

15.10 Lien Subordination; Remedies Standstill..............................................................139

15.11 Statute of Limitations............................................................................................139

15.12 Interest...................................................................................................................140

15.13 Currency Conversion.............................................................................................140

15.14 Acknowledgement.................................................................................................140

16. MISCELLANEOUS...............................................................................................................140

16.1 Governing Law......................................................................................................140

16.2 Entire Understanding.............................................................................................141

16.3 Successors and Assigns; Participations; New Lenders..........................................144

16.4 Application of Payments........................................................................................147

16.5 Indemnity...............................................................................................................147

 

 

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16.6 Notice.....................................................................................................................149

16.7 Survival..................................................................................................................151

16.8 Severability............................................................................................................151

16.9 Expenses................................................................................................................151

16.11 Consequential Damages.........................................................................................152

16.12 Captions.................................................................................................................152

16.13 Counterparts; Facsimile Signatures.......................................................................152

16.14 Construction..........................................................................................................152

16.15 Confidentiality; Sharing Information....................................................................152

16.16 Publicity.................................................................................................................153

16.17 Certifications From Banks and Participants; USA PATRIOT Act.......................153

16.18 [Reserved].

16.19 Amendment and Restatement................................................................................153

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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LIST OF EXHIBITS AND SCHEDULES

Exhibits

Exhibit 1.2 Borrowing Base Certificate

Exhibit 1.2(a) Compliance Certificate

Exhibit 2.1(a) Revolving Credit Note

Exhibit 2.3(a) Swing Loan Note

Exhibit 5.4(b) Financial Projections

Exhibit 8.1(d) Financial Condition Certificate

Exhibit 16.3 Revolving Commitment Transfer Supplement

Schedules

Schedule 1.2 Legacy Dril-Quip Deposit Accounts

Schedule 1.2(a) Permitted Encumbrances

Schedule 1.2(b) Revolving Commitment Amounts and Revolving Commitment Percentages

Schedule 4.4(b)(i) Locations of Equipment

Schedule 4.4(b)(ii) Inventory Warehouse Locations

Schedule 4.4(b)(iii) Places of Business and Chief Executive Offices

Schedule 4.8(i) Deposit and Investment Accounts

Schedule 4.12 Financing Statements

Schedule 5.1 Consents

Schedule 5.2(a) States of Qualification and Good Standing

Schedule 5.2(b) Subsidiaries

Schedule 5.5 Prior Names

Schedule 5.6 Environmental

Schedule 5.7(b)(i) Litigation

Schedule 5.7(b)(ii) Indebtedness

Schedule 5.7(d) Plans

Schedule 5.8 Intellectual Property

Schedule 5.9 Licenses and Permits

Schedule 5.12 Labor Disputes

Schedule 5.20 Commercial Tort Claims

Schedule 5.21 Letter of Credit Rights

Schedule 5.22 Material Contracts

Schedule 6.15 Post-Closing Obligations

Schedule 7.3 Guarantees

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THIRD AMENDED AND RESTATED

REVOLVING CREDIT, GUARANTY

AND

SECURITY AGREEMENT

The Third Amended and Restated Revolving Credit, Guaranty and Security Agreement dated as of February 27, 2025 among Innovex International, Inc., a corporation formed under the laws of the State of Delaware (“Innovex”), each Person identified on the signature pages hereto as a guarantor, each Person joined hereto as a guarantor from time to time, the financial institutions which are now or which hereafter become a party hereto (collectively, the “Lenders” and each individually a “Lender”) and PNC Bank, National Association (“PNC”), as agent for Lenders (PNC, in such capacity, together with its successors and assigns in such capacity, the “Agent”)

RECITALS

WHEREAS, among others, Innovex, certain Affiliates of Innovex, Agent and certain financial institutions party thereto as lenders are parties to that certain Second Amended and Restated Revolving Credit, Term Loan, Guaranty and Security Agreement, dated June 10, 2022 (the “Second A&R Closing Date”), as amended, modified or supplemented prior to the Closing Date (as so amended, modified or supplemented prior to the date hereof, the “Second A&R Credit Agreement”), which amended and restated in its entirety that certain Amended and Restated Revolving Credit, Term Loan, Guaranty and Security Agreement (as amended, modified or supplemented prior to the Second A&R Closing Date, the “A&R Credit Agreement”), dated June 10, 2019 (the “A&R Closing Date”), among, among others, certain Affiliates of Innovex, Agent and certain financial institutions party thereto as lenders;

WHEREAS, the Loan Parties have requested that the Second A&R Credit Agreement be amended and restated to, among other things, (i) restructure and increase the Advances (as defined in the A&R Credit Agreement) thereunder, including, without limitation for the purpose of repaying in full all Obligations (as defined in the Second A&R Credit Agreement) in respect of the Term Loans (as defined in the Second A&R Credit Agreement) and (ii) make such other amendments as set forth herein;

WHEREAS, Agent and the Lenders have agreed to amend and restate the Second A&R Credit Agreement to, among other things, (i) restructure and increase the Advances (as defined in the A&R Credit Agreement) thereunder and (ii) make such other amendments as set forth herein;

WHEREAS, it is the intention of the parties hereto that the Advances (as defined in the Second A&R Credit Agreement but excluding the Term Loans) outstanding under the Second A&R Credit Agreement prior to the Closing Date shall continue and remain outstanding and shall not be repaid on the Closing Date but constitute outstanding Advances hereunder and accordingly, the Advances made hereunder are not an extinguishment or novation of the Advances (as defined in the Second A&R Credit Agreement) other than the Term Loans made pursuant to the Second A&R Credit Agreement (as herein amended and restated by this Agreement).

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NOW THEREFORE, in consideration of the mutual covenants and undertakings herein contained, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Loan Parties, Innovex Canada ULC, an Alberta unlimited liability company f/k/a Top-Co Inc. (“Innovex Canada”), ▇▇▇▇▇▇▇ and Agent hereby amend and restate the Second A&R Credit Agreement and agree as follows:

“A&R Closing Date” shall have the meaning set forth in the Recitals.

“A&R Credit Agreement” shall have the meaning set forth in the Recitals.

“Accountants” shall have the meaning set forth in Section 9.7.

“Acquired Indebtedness” shall mean Indebtedness of a Person whose assets or Equity Interests are acquired by the Loan Parties or any of their respective Subsidiaries in a Permitted Acquisition; provided, that such Indebtedness (a) is either purchase money Indebtedness or mortgage financing, (b) was in existence prior to the date of such Permitted Acquisition, and (c) was not incurred in connection with, or in contemplation of, such Permitted Acquisition.

“Adjusted EBITDA” shall mean, for any period, the sum of EBITDA for such period plus, (a) legal, consulting, investment banking and other advisory fees, expenses, costs and other charges related to or incurred in connection with (i) this Agreement to the extent paid prior to or within

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ninety (90) days after the Closing Date in an aggregate amount not to exceed $1,500,000, (ii) the DWS Permitted Acquisition to the extent paid prior to or within ninety (90) days after the date that the DWS Permitted Acquisition is consummated in an aggregate amount not to exceed $500,000, (iii) the SCF Permitted Acquisition to the extent paid prior to or within ninety (90) days after the date that the SCF Permitted Acquisition is consummated in an aggregate amount not to exceed $500,000 and (iv) the Dril-Quip Merger to the extent paid prior to or within ninety (90) days after the date that the Dril-Quip Merger is consummated in an aggregate amount not to exceed $25,000,000, plus (b) [reserved], plus (c) indemnifications paid under the Management Agreement, plus (d) reasonable out-of-pocket expenses paid to any independent board members of any of the Loan Parties in an aggregate amount not to exceed $500,000 in any fiscal year, plus (e) expenses that have been reimbursed by a third party pursuant to an indemnity, guaranty or other contractual requirement in favor of one or more of the Loan Parties, plus (f) solely for the purposes of testing the financial covenant in accordance with Section 6.5(a), the amount of any equity contributions made by any Sponsor pursuant to Section 6.5(b), plus (g) severance expenses not to exceed $2,000,000 for such period, plus (h) costs, expenses and reserves incurred or established in connection with completed and potential settlements or litigation up to $2,000,000 in the aggregate in any fiscal year with respect to any dispute or matter, plus (h) non-cash lease acceleration cost, solely to the extent that any accrued lease cost is captured as debt service as lease payments are actually made, plus (i) any other fees, expenses, costs and other charges as may be approved in the Agent’s Permitted Discretion.

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

“Advance Rates” shall have the meaning set forth in Section 2.1(a)(y)(iii).

“Advances” shall mean and include the Revolving Advances, Letters of Credit, and the Swing Loans.

“Affected Lender” shall have the meaning set forth in Section 3.11.

“Affiliate” of any Person shall mean (a) any Person which, directly or indirectly, is in control of, is controlled by, or is under common control with such Person, or (b) any Person who is a director, manager, member, managing member, general partner or officer (i) of such Person, (ii) of any Subsidiary of such Person or (iii) of any Person described in clause (a) above. For purposes of this definition, control of a Person shall mean the power, direct or indirect, (x) to vote fifteen percent (15.00%) or more of the Equity Interests having ordinary voting power for the election of directors of such Person or other Persons performing similar functions for any such Person, or (y) to direct or cause the direction of the management and policies of such Person whether by ownership of Equity Interests, contract or otherwise.

“Agent” shall have the meaning set forth in the preamble to this Agreement and shall include its successors and assigns.

“Agreement” shall mean this Third Amended and Restated Revolving Credit, Guaranty and Security Agreement, as the same may be amended, amended and restated, replaced and restated, extended, supplemented and/or otherwise modified from time to time.

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“Alternate Base Rate” shall mean, for any day, a rate per annum equal to the highest of (a) the Base Rate in effect on such day, (b) the sum of the Overnight Bank Funding Rate in effect on such day plus one half of one percent (0.5%), and (c) the sum of Daily Simple SOFR in effect on such day plus one percent (1.0%), so long as Daily Simple SOFR is offered, ascertainable and not unlawful; provided, however, if the Alternate Base Rate as determined above would be less than zero, then such rate shall be deemed to be zero. Any change in the Alternate Base Rate (or any component thereof) shall take effect at the opening of business on the day such change occurs.

“Alternate Source” shall have the meaning set forth in the definition of Overnight Bank Funding Rate.

“Anti-Corruption Laws” shall mean (a) the U.S. Foreign Corrupt Practices Act of 1977, as amended; (b) the U.K. Bribery Act 2010, as amended; and (c) any other Applicable Law relating to anti-bribery or anti-corruption in any jurisdiction in which any Loan Party is located or doing business.

“Anti-Money Laundering Laws” shall mean (a) the Bank Secrecy Act and the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism (USA PATRIOT) Act of 2001; (b) the U.K. Proceeds of Crime Act 2002, the Money Laundering Regulations 2017, as amended, and the Terrorist Asset-Freezing etc. Act 2010; and (c) any other Applicable Law relating to anti-money laundering and countering the financing of terrorism in any jurisdiction in which any Loan Party is located or doing business.

“Applicable Law” shall mean all Laws applicable to the Person, conduct, transaction, covenant, Other Document or contract in question, all provisions of all applicable state, provincial, federal and foreign constitutions, statutes, rules, regulations, treaties, directives and orders of any Governmental Body, and all orders, judgments and decrees of all courts and arbitrators.

“Applicable Margin” shall mean for Revolving Advances and Swing Loans, (a) as of the Closing Date and through and including the date immediately prior to the Initial Adjustment Date (as defined below), the applicable percentage specified below:

APPLICABLE MARGINS FOR DOMESTIC RATE LOANS	APPLICABLE MARGINS FOR TERM SOFR RATE LOANS
Revolving Advances and Swing Loans	Revolving Advances
0.50%	1.50%

 

and (b) effective as of April 1, 2025 (the “Initial Adjustment Date”) following receipt by Agent of each of the quarterly financial statements of Loan Parties on a Consolidated Basis required under

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Section 9.8 for the fiscal quarter ending March 31, 2025 and the Borrowing Base Certificate required under Section 9.2(a) for the fiscal quarter ending March 31, 2025 (the Initial Adjustment Date and each day thereafter that is the first day of the month after the fiscal quarter for which the quarterly financial statements and Borrowing Base Certificate for the most recently ended fiscal quarter are required to be delivered to Agent pursuant to Section 9.8 and Section 9.2(a), as applicable, an “Adjustment Date”), and on each Adjustment Date thereafter, the Applicable Margin for Revolving Advances and Swing Loans shall be adjusted, if necessary, to the applicable percent per annum set forth in the pricing table below corresponding to the Average Excess Availability for the most recently ended fiscal quarter prior to the applicable Adjustment Date:

AVERAGE EXCESS AVAILABILITY	APPLICABLE MARGINS FOR DOMESTIC RATE LOANS	APPLICABLE MARGINS FOR TERM SOFR RATE LOANS
	Revolving Advances and Swing Loans	Revolving Advances
Greater than or equal to 50% of the Maximum Revolving Advance Amount	0.50%	1.50%
Greater than or equal to 25% of the Maximum Revolving Advance Amount but less than 50% of the Maximum Revolving Advance Amount	0.75%	1.75%
Less than 25% of the Maximum Revolving Advance Amount	1.00%	2.00%

 

If Loan Parties shall fail to deliver the financial statements, Borrowing Base Certificate and/or other information required under Sections 9.2(a) or 9.8 by the dates required pursuant to such sections, each Applicable Margin shall be conclusively presumed to equal the highest Applicable Margin specified in the pricing table set forth above until the date of delivery of such financial statements, Borrowing Base Certificates and/or other information, at which time the rate will be adjusted based upon the Average Excess Availability calculated pursuant to such statements. Notwithstanding anything to the contrary contained herein, no downward adjustment in any Applicable Margin shall be made on any Adjustment Date on which any Event of Default shall have occurred and be continuing. Notwithstanding anything to the contrary contained herein, immediately and automatically upon the occurrence of any Event of Default, each Applicable Margin shall increase to and equal the highest Applicable Margin specified in the pricing table set

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forth above and shall continue at such highest Applicable Margin until the date (if any) on which such Event of Default shall be waived in accordance with the provisions of this Agreement, at which time the rate will be adjusted based upon the Average Excess Availability calculated pursuant to the most recently delivered financial statements, Borrowing Base Certificate and Compliance Certificate delivered by Loan Parties to Agent pursuant to Sections 9.2(a) and 9.8. Any increase in interest rates payable by Borrower under this Agreement and the Other Documents pursuant to the provisions of the foregoing sentence shall be in addition to and independent of any increase in such interest rates resulting from the occurrence of any Event of Default (including, if applicable, any Event of Default arising from a breach of Sections 9.2(a) or 9.8 hereof) and/or the effectiveness of the Default Rate provisions of Section 3.1 hereof.

If, as a result of any restatement of, or other adjustment to, the financial statements of Loan Parties or Borrowing Base Certificates or for any other reason, Agent determines that (a) Average Excess Availability as previously calculated as of any applicable date for any applicable period was inaccurate, and (b) a proper calculation of Average Excess Availability for any such period would have resulted in different pricing for such period, then (i) if the proper calculation of Average Excess Availability would have resulted in a higher interest rate for such period, automatically and immediately without the necessity of any demand or notice by Agent or any other affirmative act of any party, the interest accrued on the applicable outstanding Advances for such period under the provisions of this Agreement and the Other Documents shall be deemed to be retroactively increased by, and Borrower shall be obligated to immediately pay to Agent for the ratable benefit of Lenders an amount equal to the excess of the amount of interest that should have been paid for such period over the amount of interest actually paid for such period; and (ii) if the proper calculation of Average Excess Availability would have resulted in a lower interest rate for such period, then the interest accrued on the applicable outstanding Advances for such period under the provisions of this Agreement and the Other Documents shall be deemed to remain unchanged, and Agent and Lenders shall have no obligation to repay interest to the Borrower; provided, that, if as a result of any restatement or other event or other determination by Agent a proper calculation of Average Excess Availability would have resulted in a higher interest rate for one or more periods and a lower interest rate for one or more other periods (due to the shifting of income or expenses from one period to another period or any other reason), then the amount payable by Borrower pursuant to clause (i) above shall be based upon the excess, if any, of the amount of interest that should have been paid for all applicable periods over the amounts of interest actually paid for such periods.

“Application Date” shall have the meaning set forth in Section 2.7(b).

“Application Event” shall mean the occurrence of (a) a failure by Borrower to repay all of the Obligations in full at the end of the Term, (b) an acceleration of the Obligations pursuant to Section 11.1, or (c) an Event of Default and the election by Agent or the Required Lenders to require that payments and proceeds of Collateral be applied pursuant to Section 11.5.

“Approvals” shall have the meaning set forth in Section 5.7(b).

“Approved Electronic Communication” shall mean each notice, demand, communication, information, document and other material transmitted, posted or otherwise made or communicated by e-mail, E-Fax, the Credit Management Module of PNC’s PINACLE® system, or any other equivalent electronic service agreed to by Agent, whether owned, operated or hosted by Agent,

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any Lender, any of their Affiliates or any other Person, that any party is obligated to, or otherwise chooses to, provide to Agent pursuant to this Agreement or any Other Document, including any financial statement, financial and other report, notice, request, certificate and other information material; provided that Approved Electronic Communications shall not include any notice, demand, communication, information, document or other material that Agent specifically instructs a Person to deliver in physical form.

“Approved Foreign Credit Insurance” shall mean foreign credit insurance, the terms, conditions and carrier of which shall be satisfactory to Agent in its Permitted Discretion, subject to a lender loss payable endorsement in form and substance satisfactory to Agent in its Permitted Discretion, naming Agent as a co-insured and lender loss payee and providing (A) that all proceeds thereunder shall be payable to Agent, and (B) that such policy and loss payable clauses may not be cancelled, amended or terminated unless at least thirty (30) days’ prior written notice is given to Agent, as such foreign credit insurance may be amended or supplemented from time to time to reflect changes in Customers and changes in credit limits with respect to Customers.

“Authorized Officer” shall mean the Chairman of the Board of Directors, the President, Chief Executive Officer, Chief Financial Officer, Controller or other officer designated by a Loan Party as an authorized officer of such Loan Party and approved by Agent (such approval not to be unreasonably withheld).

“Average Excess Availability” shall mean, as of any date of determination, the sum of Excess Availability for each day in the fiscal quarter most recently ended, divided by the number of days in such fiscal quarter.

“Base Rate” shall mean the base commercial lending rate of PNC as publicly announced to be in effect from time to time, such rate to be adjusted automatically, without notice, on the effective date of any change in such rate. This rate of interest is determined from time to time by PNC as a means of pricing some loans to its customers and is neither tied to any external rate of interest or index nor does it necessarily reflect the lowest rate of interest actually charged by PNC to any particular class or category of customers of PNC.

“Beneficial Owner” shall mean, for the Borrower, each of the following: (a) each individual, if any, who, directly or indirectly, owns 25% or more of the Borrower’s Equity Interests; and (b) a single individual with significant responsibility to control, manage, or direct the Borrower.

“Benefit Plan” shall mean 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”.

“Benefited Lender” shall have the meaning set forth in Section 2.5(e).

“Blocked Property” shall mean any property: (a) owned, directly or indirectly, by a Sanctioned Person; (b) due to or from a Sanctioned Person; (c) in which a Sanctioned Person otherwise holds any interest; (d) located in a Sanctioned Jurisdiction; or (e) that otherwise could

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cause any violation by the Lenders or Agent of any applicable International Trade Law or Sanctions if the Lenders or Agent were to obtain an encumbrance on, lien on, pledge of, or security interest in such property, or provide services in consideration of such property.

“Bloomberg” shall mean Bloomberg Index Services Limited (or a successor administrator).

“Borrower” shall mean Innovex and its permitted successors and assigns.

“Borrower’s Account” shall have the meaning set forth in Section 2.9.

“Borrowing Base Certificate” shall mean a certificate in substantially the form of Exhibit 1.2 duly executed by an Authorized Officer of the Borrower or other Person authorized by Borrower and approved by Agent (such approval not to be unreasonably withheld) and delivered to Agent, appropriately completed, by which such officer or other Person shall certify to Agent the Formula Amount and calculation thereof as of the date of such certificate.

“Business Day” shall mean any day other than Saturday or Sunday or a legal holiday on which commercial banks are authorized or required by Law to be closed for business in East Brunswick, New Jersey; provided that when used in connection with an amount that bears interest at a rate based on the Term SOFR Reference Rate or SOFR or any direct or indirect calculation or determination of the Term SOFR Reference Rate or SOFR, the term “Business Day” shall mean any such day that is also a U.S. Government Securities Business Day.

“Capital Expenditures” shall mean expenditures made or liabilities incurred for the acquisition of any fixed assets or improvements (or of any replacements or substitutions thereof or additions thereto) which have a useful life of more than one (1) year and which, in accordance with GAAP, would be classified as capital expenditures. Capital Expenditures shall include the total principal portion of Capitalized Lease Obligations.

“Capitalized Lease Obligation” shall mean any Indebtedness represented by obligations under a lease that is required to be capitalized for financial reporting purposes in accordance with GAAP; provided that notwithstanding anything to the contrary contained herein or in any Other Document, any lease (whether entered into before or after the Closing Date) that would have been classified as an operating lease pursuant to GAAP as in effect on the Closing Date will be deemed not to represent a Capitalized Lease Obligation, regardless of any change in GAAP following the Closing Date that would otherwise require such lease to be re-characterized (on a prospective or retroactive basis or otherwise).

“Cash Dominion Trigger Event” shall mean the occurrence of the following at any time, (i) the occurrence and continuance of an Event of Default or (ii) Excess Availability is less than (A) twelve and one-half percent (12.5%) of the Maximum Revolving Advance Amount for five (5) consecutive Business Days or (B) $20,000,000 at any time.

“Cash Management Liabilities” shall have the meaning provided in the definition of “Cash Management Products and Services.”

“Cash Management Products and Services” shall mean agreements or other arrangements under which Agent or any Lender or any Affiliate of Agent or a Lender provides any of the

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following products or services to any Loan Party: (a) credit cards; (b) credit card processing services; (c) debit cards and stored value cards; (d) commercial cards (purchase cards); (e) ACH transactions; and (f) cash management and treasury management services and products, including without limitation controlled disbursement accounts or services, lockboxes, automated clearinghouse transactions, overdrafts, interstate depository network services. The indebtedness, obligations and liabilities of any Loan Party to the provider of any Cash Management Products and Services (including all obligations and liabilities owing to such provider in respect of any returned items deposited with such provider) (the “Cash Management Liabilities”) shall be “Obligations” hereunder, guaranteed obligations under the Guaranty and secured obligations under any Guarantor Security Agreement, as applicable, and otherwise treated as Obligations for purposes of each of the Other Documents. The Liens securing the Cash Management Products and Services shall be pari passu with the Liens securing all other Obligations under this Agreement and the Other Documents, subject to the express provisions of Section 11.5.

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

“CERCLA” shall mean the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended, 42 U.S.C. §§9601 et seq.

“Certificate of Beneficial Ownership” shall mean, for the Borrower, a certificate in form and substance acceptable to Agent (as amended or modified by Agent from time to time in its sole discretion), certifying, among other things, the Beneficial Owner of the Borrower.

“CFTC” shall mean the Commodity Futures Trading Commission.

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

“Change of Control” shall mean (a) any person or group of persons (within the meaning of Section 13(d) or 14(a) of the Exchange Act), other than Sponsor, any Affiliates of any Sponsor or any group of persons (within the meaning of Section 13(d) or 14(a) of the Exchange Act) that includes any Sponsor, shall have acquired beneficial ownership (within the meaning of Rule 13d-3 promulgated by the SEC under the Exchange Act) of fifty percent (50%) or more of the Equity Interests of Innovex having ordinary voting power for the election of directors (or Persons performing similar functions), (b) during any period of twelve (12) consecutive months, a majority

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of the members of the board of directors of Innovex cease to be composed of individuals (i) who were members of that board or equivalent governing body on the first day of such period, (ii) whose election or nomination to that board was approved by individuals referred to in clause (i) above constituting at the time of such election or nomination at least a majority of that board, or (iii) whose election or nomination to that board was approved by individuals referred to in clauses (i) and (ii) above constituting at the time of such election or nomination at least a majority of that board or (c) the occurrence of any event (whether in one or more transactions, but excluding any transaction that is expressly permitted by this Agreement) which results in Innovex failing to individually or collectively own, directly or indirectly, 100% of the Equity Interests (on a fully diluted basis) of each Guarantor, including any Guarantor acquired pursuant to a Permitted Acquisition and joined as a Guarantor hereto pursuant to Section 7.11.

“Charges” shall mean all taxes, charges, fees, imposts, levies or other assessments, including all net income, gross income, gross receipts, sales, use, ad valorem, value added, transfer, franchise, profits, inventory, capital stock, license, withholding, payroll, employment, social security, unemployment, excise, severance, stamp, occupation and property taxes, custom duties, fees, assessments, liens, claims and charges of any kind whatsoever, together with any interest and any penalties, additions to tax or additional amounts, imposed by any taxing or other authority, domestic or foreign (including the Pension Benefit Guaranty Corporation or any environmental agency or superfund), upon the Collateral, any Loan Party or any of its Affiliates.

“CIP Regulations” shall have the meaning set forth in Section 14.12.

“Citibank SCF Agreement” shall have the meaning set forth in the definition of Permitted Factoring Agreement.

“Closing Date” shall mean February 27, 2025 or such other date as may be agreed to in writing by the parties hereto.

“Code” shall mean the Internal Revenue Code of 1986, as the same may be amended or supplemented from time to time, and any successor statute of similar import, and the rules and regulations thereunder, as from time to time in effect.

“Collateral” shall mean and include all right, title and interest of each Loan Party in all of the following property and assets of such Loan Party, in each case whether now existing or hereafter arising or created and whether now owned or hereafter acquired and wherever located, including, without limitation:

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Notwithstanding the forgoing, Collateral shall not include any Excluded Property.

“Collateral Assignment of Acquisition Agreement” shall mean any Collateral Assignment of Acquisition Agreement, dated as of the date of any Permitted Acquisition or other acquisition permitted hereunder, among Innovex or another Loan Party, the Person being acquired in connection with such Permitted Acquisition or other acquisition permitted hereunder and Agent, as Agent may require in its Permitted Discretion with respect to any Permitted Acquisition and the terms and conditions of which shall be satisfactory to Agent in its Permitted Discretion.

“Compliance Authority” shall mean (a) the United States government or any agency or political subdivision thereof, including, without limitation, the U.S. Department of State, the U.S. Department of Commerce, the U.S. Department of the Treasury and its Office of Foreign Assets Control, and the U.S. Customs and Border Protection agency; (b) the government of Canada or any agency thereof; (c) the European Union or any agency thereof; (d) the government of the United Kingdom or any agency thereof; (e) the United Nations Security Council; and (f) any other Governmental Body with jurisdiction over the Loan Parties to administer Anti-Corruption Laws,

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Anti-Money Laundering Laws, International Trade Laws or Sanctions with respect to the conduct of a Covered Entity.

“Compliance Certificate” shall mean a compliance certificate substantially in the form of Exhibit 1.2(a) hereto to be signed by an Authorized Officer of Borrower.

“Conforming Changes” shall mean, with respect to the Term SOFR Rate or any Benchmark Replacement, any technical, administrative or operational changes (including changes to the definition of “Alternate Base Rate,” the definition of “Business Day,” the definition of “Interest Period,” (or other applicable provisions regarding interest periods available), the definition of “U.S. Government Securities Business Day,” 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, and other technical, administrative or operational matters) that the Agent decides may be appropriate to reflect the adoption and implementation of the Term SOFR Rate or such Benchmark Replacement and to permit the administration thereof by the Agent in a manner substantially consistent with market practice (or, if the Agent decides that adoption of any portion of such market practice is not administratively feasible or if the Agent determines that no market practice for the administration of the Term SOFR Rate or the Benchmark Replacement exists, in such other manner of administration as the Agent decides is reasonably necessary in connection with the administration of this Agreement and the Other Documents).

“Consents” shall mean all filings and all licenses, permits, consents, approvals, authorizations, qualifications and orders of Governmental Bodies and other third parties, domestic or foreign, necessary to carry on any Loan Party’s business or necessary (including to avoid a conflict or breach under any agreement, instrument, other document, license, permit or other authorization) for the execution, delivery or performance of this Agreement, the Other Documents, or any Permitted Acquisition Agreement and related documents, including any Consents required under all applicable federal, state, provincial or other Applicable Law.

“Consigned Inventory” shall mean Inventory of any Eligible Loan Party that is in the possession of another Person on a consignment, sale or return, or other basis that does not constitute a final sale and acceptance of such Inventory.

“Contract Rate” shall have the meaning set forth in Section 3.1.

“Control Agreement Exclusion” shall have the meaning set forth in Section 4.8(g).

“Controlled Account Bank” shall have the meaning set forth in Section 4.8(g).

“Controlled Accounts” shall have the meaning set forth in Section 4.8(g).

“Controlled Group” shall mean, at any time, each Loan Party and all members of a controlled group of corporations and all trades or businesses (whether or not incorporated) under common control and all other entities which, together with any Loan Party, are treated as a single employer under Section 414 of the Code.

“Controlling Entity” shall mean each Person that, directly or indirectly, controls a Covered Entity if and only to the extent such Person is acting on behalf of a Covered Entity. For purposes

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of this definition, control of a Person shall mean the direct or indirect (x) ownership of, or power to vote, twenty-five percent (25%) or more of the issued and outstanding Equity Interests having ordinary voting power for the election of directors of such Person or other Persons performing similar functions for such Person, or (y) power to direct or cause the direction of the management and policies of such Person whether by ownership of Equity Interests, contract or otherwise.

“Copyright Security Agreement” shall mean that certain Amended and Restated Copyright Security Agreement, dated on or after the Closing Date, executed by certain Loan Parties in favor of Agent for its benefit and the ratable benefit of Lenders, in form and substance satisfactory to Agent, as may be amended, amended and restated, supplemented or otherwise modified from time to time.

“Country Limitation Schedule” shall mean the schedule published from time to time by Ex-Im Bank setting forth on a country by country basis whether and under what conditions Ex-Im Bank will provide coverage for the financing of export transactions to countries listed therein.

“Covered Entity” shall mean (a) the Borrower and its Subsidiaries; and (b) each Guarantor and any Person who has pledged (or will pledge) Collateral hereunder or under any Other Document.

“Covered Tax” shall have the meaning set forth in Section 15.1.

“Curable Default” shall have the meaning set forth in Section 6.5(b).

“Customer” shall mean and include (i) the account debtor with respect to any Receivable, (ii) any purchaser of goods of services with respect to any Eligible Unbilled Receivable, and/or (iii) the prospective purchaser of goods, services or both with respect to any contract or contract right, and/or any party who enters into or proposes to enter into any contract or other arrangement with any Eligible Loan Party, pursuant to which such Eligible Loan Party is to deliver any personal property or perform any services.

“Customs” shall have the meaning set forth in Section 2.12(b).

“Daily Simple SOFR” shall mean, for any day (a “SOFR Rate Day”), the interest rate per annum determined by the Agent by dividing (the resulting quotient rounded upwards, at the Agent’s discretion, to the nearest 1/100th of 1%) (A) SOFR for the day (the “SOFR Determination Date”) that is two (2) Business Days prior to (i) such SOFR Rate Day if such SOFR Rate Day is a Business Day or (ii) the Business Day immediately preceding such SOFR Rate Day if such SOFR Rate Day is not a Business Day, by (B) a number equal to 1.00 minus the SOFR Reserve Percentage, in each case, as such SOFR is published by the Federal Reserve Bank of New York (or a successor administrator of the secured overnight financing rate) on the website of the Federal Reserve Bank of New York, currently at ▇▇▇▇://▇▇▇.▇▇▇▇▇▇▇▇▇▇.▇▇▇, or any successor source identified by the Federal Reserve Bank of New York or its successor administrator for the secured overnight financing rate from time to time. If Daily Simple SOFR as determined above would be less than the SOFR Floor, then Daily Simple SOFR shall be deemed to be the SOFR Floor. If SOFR for any SOFR Determination Date has not been published or replaced with a Benchmark Replacement by 5:00 p.m. (Pittsburgh, Pennsylvania time) on the second Business Day immediately following such SOFR Determination Date, then SOFR for such SOFR Determination

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Date will be SOFR for the first Business Day preceding such SOFR Determination Date for which SOFR was published in accordance with the definition of “SOFR”; provided that SOFR determined pursuant to this sentence shall be used for purposes of calculating Daily Simple SOFR for no more than 3 consecutive SOFR Rate Days. If and when Daily Simple SOFR as determined above changes, any applicable rate of interest based on Daily Simple SOFR will change automatically without notice to the Borrower, effective on the date of any such change.

“Debt Payments” shall mean for any period, in each case, all cash actually expended to make: (a) interest payments on any Advances hereunder, plus (b) payments for all fees, commissions and charges set forth herein, plus (d) payments on Capitalized Lease Obligations, plus (e) payments in cash with respect to any other Indebtedness for borrowed money.

“Default” shall mean an event, circumstance or condition which, with the giving of notice or passage of time or both, would constitute an Event of Default.

“Default Rate” shall have the meaning set forth in Section 3.1.

“Defaulting Lender” shall mean any Lender that: (a) has failed, within two (2) Business Days of the date required to be funded or paid, to (i) fund any portion of its Revolving Commitment Percentage of Advances, (ii) if applicable, fund any portion of its Participation Commitment in Letters of Credit or Swing Loans or (iii) pay over to Agent, Issuer, Swing Loan Lender or any Lender any other amount required to be paid by it hereunder, unless, in the case of clause (i) above, such Lender notifies Agent in writing that such failure is the result of such ▇▇▇▇▇▇’s good faith determination that a condition precedent to funding (specifically identified and including a particular Default or Event of Default, if any) has not been satisfied; (b) has notified Borrower or Agent in writing, or has made a public statement to the effect, that it does not intend or expect to comply with any of its funding obligations under this Agreement (unless such writing or public statement indicates that such position is based on such ▇▇▇▇▇▇’s good faith determination that a condition precedent (specifically identified and including a particular Default or Event of Default, if any) to funding a loan under this Agreement cannot be satisfied) or generally under other agreements in which it commits to extend credit; (c) has failed, within two (2) Business Days after request by Agent, acting in good faith, to provide a certification in writing from an authorized officer of such Lender that it will comply with its obligations (and is financially able to meet such obligations) to fund prospective Advances and, if applicable, participations in then outstanding Letters of Credit and Swing Loans under this Agreement, provided that such Lender shall cease to be a Defaulting Lender pursuant to this clause (c) upon Agent’s receipt of such certification in form and substance satisfactory to the Agent; (d) has become the subject of an Insolvency Event; or (e) has failed at any time to comply with the provisions of Section 2.5(e) with respect to purchasing participations from the other Lenders, whereby such Lender’s share of any payment received, whether by setoff or otherwise, is in excess of its pro rata share of such payments due and payable to all of the Lenders.

“Depository Accounts” shall have the meaning set forth in Section 4.8(g).

“Designated Lender” shall have the meaning set forth in Section 16.2(e).

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“Disposition” shall mean any sale, assignment, lease, sublease, license, sublicense, conveyance, exchange, transfer, or other disposition of any assets. Variations of such term (i.e. “Dispose”) shall have corresponding meanings.

“Document” shall have the meaning given to the term “document” in the Uniform Commercial Code.

“Dollar” and the sign “$” shall mean lawful money of the United States of America.

“Domestic Rate Loan” shall mean any Advance that bears interest based upon the Alternate Base Rate.

“Dominion Period” shall mean each period commencing upon the occurrence of a Cash Dominion Trigger Event and ending on the first date thereafter on which (x) with respect to clause (i) of the definition of Cash Dominion Trigger Event, such Event of Default has been waived in writing or cured in accordance with the terms of this Agreement, and (y) with respect to clause (ii) of the definition of Cash Dominion Trigger Event, when Eligible Loan Parties have Excess Availability, for thirty (30) consecutive days, equal to or exceeding twelve and one-half percent (12.5%) of the Maximum Revolving Advance Amount; provided that on and after the third (3rd) Cash Dominion Trigger Event after the Closing Date, the Dominion Period shall continue for the remainder of the Term; provided further however, notwithstanding satisfaction of the conditions set forth in clauses (x) and (y) above, Loan Parties may elect to stay in such Dominion Period at any time at Loan Parties’ request and may terminate such Dominion Period so long as the conditions set forth in clauses (x) and (y) are satisfied.

“Downhole Well Solutions” shall mean Downhole Well Solutions, LLC, a Texas limited liability company.

“Dril-Quip” shall mean a former Delaware corporation known as Dril-Quip, Inc., which corporation was merged out of existence prior to the Closing Date.

“Dril-Quip Foreign Interests” shall mean Dril-Quip Foreign Interests LLC, a Delaware limited liability company.

“Dril-Quip Holdings” shall mean Dril-Quip Holdings LLC, a Delaware limited liability company.

“Dril-Quip International” shall mean Dril-Quip International LLC, a Delaware limited liability company.

“Dril-Quip Merger” shall mean the transactions contemplated by the Dril-Quip Merger Agreement, which transactions were consummated prior to the Closing Date, including, without limitation, (a) the merger of Merger Sub with and into Innovex Downhole Solutions, Inc., with Innovex Downhole Solutions, Inc. continuing as the surviving entity and in connection with such merger, the shareholders of Innovex exchanged all of their Equity Interests in Innovex Downhole Solutions, Inc. for approximately forty-eight percent (48%) of the common stock of Dril-Quip, (b) immediately after the consummated merger referred to in clause (a), the consummated merger of Innovex Downhole Solutions, Inc. with and into IDS, whereby IDS continued as the surviving

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entity as a wholly-owned Subsidiary of Dril-Quip, and (c) the consummation of the prompt name change after such merger referred to in clause (b) by IDS to “Innovex Downhole Solutions, LLC”.

“Dril-Quip Merger Agreement” shall mean that certain Agreement and Plan of Merger dated as of March 18, 2024, by and among Innovex Downhole Solutions, Inc., Dril-Quip, Merger Sub and IDS, pursuant to which the Dril-Quip Merger was consummated prior to the Closing Date.

“Drawing Date” shall have the meaning set forth in Section 2.13(b).

“DWS Acquisition Agreement” shall mean that certain Equity Purchase Agreement, dated as of November 29, 2024, providing for the DWS Permitted Acquisition, together with all schedules and exhibits thereto, in each case, in form and substance acceptable to Agent in its Permitted Discretion.

“DWS Permitted Acquisition” shall mean the Permitted Acquisition by Innovex of all of the Equity Interests of Downhole Well Solutions that were not already owned, directly or indirectly, by Innovex prior to November 29, 2024, pursuant to the terms of the DWS Acquisition Agreement for a Cash Purchase Price (as defined in the DWS Acquisition Agreement) equal to $68,000,000.

 

“EBITDA” shall mean, for any period, the sum of (a) net income (or loss) for such period (excluding (x) extraordinary gains, (y) extraordinary non-recurring non-cash losses and extraordinary non-recurring charges and expenses, and (z) other items from time to time consented to in writing by Agent in its Permitted Discretion), plus (b) all interest expense for such period, plus (c) tax expense based on income, profits or capital, including federal, state, provincial, local, excise franchise and similar taxes paid or accrued for such period, plus (d) depreciation expenses for such period, plus (e) amortization expenses for such period.

For purposes of calculating EBITDA for any applicable period (a “Reference Period”), if a Permitted Acquisition is made during such Reference Period, EBITDA shall be calculated after giving pro forma effect thereto, including pro forma adjustments arising out of events which are directly attributable to such Permitted Acquisition, are factually supportable and are expected to have a continuing impact, in each case to be mutually and reasonably agreed to among the Borrower and the Agent as if such Permitted Acquisition occurred on the first day of the applicable Reference Period.

“Effective Date” shall mean the date indicated in a document or agreement to be the date on which such document or agreement becomes effective, or, if there is no such indication, the date of execution of such document or agreement.

“Effective Federal Funds Rate” shall mean for any day the rate per annum (based on a year of 360 days and actual days elapsed and rounded upward to the nearest 1/100 of 1%) announced by the Federal Reserve Bank of New York (or any successor) on such day as being the weighted average of the rates on overnight federal funds transactions arranged by federal funds brokers on the previous trading day, as computed and announced by such Federal Reserve Bank (or any successor) in substantially the same manner as such Federal Reserve Bank computes and announces the weighted average it refers to as the “Effective Federal Funds Rate” as of the date of this Agreement; provided that if such Federal Reserve Bank (or its successor) does not announce

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such rate on any day, the “Effective Federal Funds Rate” for such day shall be the Effective Federal Funds Rate for the last day on which such rate was announced. Notwithstanding the foregoing, if the Effective Federal Funds Rate as determined under any method above would be less than zero percent (0.00%), such rate shall be deemed to be zero percent (0.00%) for purposes of this Agreement.

“▇▇▇▇▇▇▇▇ Property Sale” shall mean the sale of that certain property (and any related lease-back of such property) of the Loan Parties located at ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇.

“Eligibility Date” shall mean, with respect to each Loan Party and each Swap, the date on which this Agreement or any Other Document becomes effective with respect to such Swap (for the avoidance of doubt, the Eligibility Date shall be the Effective Date of such Swap if this Agreement or any Other Document is then in effect with respect to such Loan Party, and otherwise it shall be the Effective Date of this Agreement and/or such Other Document(s) to which such Loan Party is a party).

“Eligible Contract Participant” shall mean an “eligible contract participant” as defined in the CEA and regulations thereunder.

“Eligible Foreign Receivable” shall mean a Receivable of an Eligible Loan Party resulting from a sale to a Customer outside the continental United States or a province or territory of Canada that has adopted a Personal Property Security Act and is a country for which “full support” is provided as indicated on the most recently published Country Limitation Schedule, if (a) such sale is on letter of credit, guaranty or acceptance terms, in each case acceptable to Agent in its Permitted Discretion, and (b) the requirements for an Eligible Receivable are satisfied.

“Eligible Foreign Receivables Sublimit” shall mean $20,000,000; provided that no greater than $10,000,000 of Receivables of an Eligible Loan Party that satisfy the definition of Eligible Foreign Receivable shall be included in the calculation of the Formula Amount unless any such additional Receivables that satisfy such definition are covered by Approved Foreign Credit Insurance.

“Eligible Inventory” shall mean and include Inventory, excluding work in process, with respect to each Eligible Loan Party, valued at the lower of cost or market value, determined on a first-in, first-out basis, which is not obsolete, slow moving or unmerchantable as determined by Agent in its Permitted Discretion and which Inventory, based on such considerations as Agent may from time to time deem appropriate in its Permitted Discretion including whether the Inventory is subject to a perfected, first priority security interest in favor of Agent and no other Lien (other than a Permitted Encumbrance). Notwithstanding anything herein to the contrary, no Inventory shall be Eligible Inventory to the extent such Inventory was acquired by an Eligible Loan Party pursuant to an entity creation under Section 7.11 or a Permitted Acquisition, unless Agent has (i) completed field examinations and/or NOLV Appraisals in accordance with respect to such Inventory, the results of which are satisfactory in form and substance to Agent in its Permitted Discretion or (ii) waived such restriction in its Permitted Discretion. In addition, Inventory shall not be Eligible Inventory if it: (a) does not conform in all material respects to all standards imposed by any Governmental Body which has regulatory authority over such goods or the use or sale thereof; (b) is in transit (other than between one or more locations where Eligible Loan Parties are permitted hereunder to maintain or store Inventory and such location is the subject of a Lien Waiver

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Agreement or a Processor’s Agreement, as applicable, unless such location is owned by an Eligible Loan Party); (c) is located outside the continental United States or at a location that is not otherwise in compliance with this Agreement; (d) constitutes Consigned Inventory (other than Consigned Inventory that is subject to a warehouseman’s waiver in form and substance satisfactory to Agent); (e) is the subject of an Intellectual Property Claim; (f) is subject to a License Agreement that limits, conditions or restricts the applicable Eligible Loan Party’s or Agent’s right to sell or otherwise Dispose of such Inventory, unless Agent is a party to a Licensor/Agent Agreement with the Licensor under such License Agreement (or Agent shall agree otherwise in its Permitted Discretion after establishing reserves against the Formula Amount with respect thereto as Agent shall deem appropriate in its Permitted Discretion); (g) is situated at a location not owned by an Eligible Loan Party unless the owner or occupier of such location has executed in favor of Agent a Lien Waiver Agreement or a Processor’s Agreement, as applicable (or Agent shall have established reserves against the Formula Amount with respect thereto as Agent shall deem appropriate in its Permitted Discretion in an amount not to exceed the equivalent of three (3) months’ rental obligation with respect to such location); or (h) if the sale of such Inventory would result in the creation of a Receivable which, on the date of such sale, would fail to constitute an Eligible Receivable due to the operation of any of clauses (b), (c) or (e) – (p) of such definition.

“Eligible Loan Party” shall mean, individually and collectively, (i) the Borrower, (ii) each Guarantor party to this Agreement on the Closing Date and (iii) in Agent’s Permitted Discretion upon the completion of an appraisal, field examination and/or other collateral evaluation and other due diligence with results satisfactory to Agent in its Permitted Discretion, any other Loan Party requested by the Borrower and designated by Agent in writing as an Eligible Loan Party.

“Eligible Receivables” shall mean and include, each Receivable of an Eligible Loan Party (other than Eligible Unbilled Receivables) arising in the Ordinary Course of Business and which Agent, in its Permitted Discretion, shall deem to be an Eligible Receivable, based on such considerations as Agent may from time to time deem appropriate in its Permitted Discretion. A Receivable shall not be deemed eligible unless such Receivable (1) is subject to Agent’s first priority perfected security interest and no other Lien (other than Permitted Encumbrances), and (2) is evidenced by an invoice or other documentary evidence satisfactory to Agent. Notwithstanding anything herein to the contrary, no Receivables shall be Eligible Receivables to the extent such Receivables were acquired by an Eligible Loan Party pursuant to an entity creation under Section 7.11 or a Permitted Acquisition, unless Agent has (i) completed field examinations with respect to such Receivable, the results of which are satisfactory in form and substance to Agent in its Permitted Discretion or (ii) waived such restriction in its Permitted Discretion. In addition, no Receivable shall be an Eligible Receivable if:

 

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“Eligible Unbilled Receivables” shall mean and include, each Receivable of an Eligible Loan Party (other than Eligible Receivables) arising in the Ordinary Course of Business (i) representing services previously performed by such Eligible Loan Party and accepted by the Customer, (ii) which in accordance with such Eligible Loan Party’s written agreement with the Customer, has not yet been fully invoiced and billed to the Customer and (iii) which Agent, in its Permitted Discretion, shall deem to be an Eligible Unbilled Receivable, based on such considerations as Agent may from time to time deem appropriate. A Receivable shall not be deemed an Eligible Unbilled Receivable unless such Receivable is subject to Agent’s first priority perfected security interest and no other Lien (other than Permitted Encumbrances), and is

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evidenced by documentation satisfactory to Agent. Notwithstanding anything herein to the contrary, no Receivables shall be Eligible Unbilled Receivables to the extent such Receivables were acquired by an Eligible Loan Party pursuant to an entity creation under Section 7.11 or a Permitted Acquisition, unless Agent has (i) completed field examinations with respect to such Receivable, the results of which are satisfactory in form and substance to Agent in its Permitted Discretion or (ii) waived such restriction in its Permitted Discretion. In addition, no Receivable shall be an Eligible Unbilled Receivable if:

“Environmental Complaint” shall have the meaning set forth in Section 9.3(a).

“Environmental Laws” shall mean all federal, state, provincial and local environmental, land use, zoning, health, chemical use, safety and sanitation Laws relating to the protection of the environment, human health and safety (to the extent related to exposure to Hazardous Materials) and/or governing the use, storage, treatment, generation, transportation, processing, handling, production or disposal of Hazardous Materials and the rules, regulations, legally binding policies, legally binding guidelines, legally binding interpretations, decisions, orders and directives of federal, state, provincial, international and local Governmental Bodies with respect thereto.

“Equipment” shall mean all machinery, equipment, fixtures and other goods (as defined in Article 9 of the Uniform Commercial Code) whether now owned or hereafter acquired by a Borrower or any Guarantor, as applicable, and wherever located, all replacements and substitutions therefor or accessions thereto and all proceeds thereof.

“Equity Interests” shall mean, with respect to any Person, any and all shares, rights to purchase, options, warrants, general, limited or limited liability partnership interests, member interests, participation or other equivalents of or interest in (regardless of how designated) equity of such Person, whether voting or nonvoting, including common stock, preferred stock, convertible securities or any other “equity security” (as such term is defined in Rule 3a11-1 of the General Rules and Regulations promulgated by the SEC under the Exchange Act), including in each case all of the following rights relating to such Equity Interests, whether arising under the Organizational Documents of the Person issuing such Equity Interests (the “issuer”) or under the Applicable Laws of such issuer’s jurisdiction of organization relating to the formation, existence and governance of corporations, limited liability companies or partnerships or business trusts or

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other legal entities, as the case may be: (i) all economic rights (including all rights to receive dividends and distributions) relating to such Equity Interests; (ii) all voting rights and rights to consent to any particular action(s) by the applicable issuer; (iii) all management rights with respect to such issuer; (iv) in the case of any Equity Interests consisting of a general partner interest in a partnership, all powers and rights as a general partner with respect to the management, operations and control of the business and affairs of the applicable issuer; (v) in the case of any Equity Interests consisting of the membership/limited liability company interests of a managing member in a limited liability company, all powers and rights as a managing member with respect to the management, operations and control of the business and affairs of the applicable issuer; (vi) all rights to designate or appoint or vote for or remove any officers, directors, manager(s), general partner(s) or managing member(s) of such issuer and/or any members of any board of members/managers/partners/directors that may at any time have any rights to manage and direct the business and affairs of the applicable issuer under its Organizational Documents as in effect from time to time or under Applicable Law; (vii) all rights to amend the Organizational Documents of such issuer, (viii) in the case of any Equity Interests in a partnership or limited liability company, the status of the holder of such Equity Interests as a “partner”, general or limited, or “member” (as applicable) under the applicable Organizational Documents and/or Applicable Law; and (ix) all certificates evidencing such Equity Interests.

“ERISA” shall mean the Employee Retirement Income Security Act of 1974, as the same may be amended or supplemented from time to time and the rules and regulations promulgated thereunder.

“Erroneous Payment” shall have the meaning assigned to it in Section 14.15(a).

“Erroneous Payment Deficiency Assignment” shall have the meaning assigned to it in Section 14.15(d).

“Erroneous Payment Impacted Class” shall have the meaning assigned to it in Section 14.15(d).

“Erroneous Payment Return Deficiency” shall have the meaning assigned to it in Section 14.15(d).

“Erroneous Payment Subrogation Rights” shall have the meaning assigned to it in Section 14.15(d).

“Event of Default” shall have the meaning set forth in Article X.

“Excess Availability” at a particular date shall mean an amount equal to (a) the lesser of (i) the Formula Amount or (ii) the Maximum Revolving Advance Amount minus the Maximum Undrawn Amount of all outstanding Letters of Credit (such amount calculated pursuant to this clause (a), the “Line Cap”), minus (b) the outstanding amount of Advances.

“Excess Funding Borrower” shall have the meaning set forth in Section 16.18(h).

“Excess Funding Payment” shall have the meaning set forth in Section 16.18(h).

“Exchange Act” shall mean the Securities Exchange Act of 1934, as amended.

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“Excluded Equity Interests” means (i) all Equity Interests that do not constitute Subsidiary Stock, (ii) any Equity Interests, to the extent and for so long as the pledge of such Equity Interests is prohibited or restricted by any Applicable Law (other than to the extent such prohibition would be rendered ineffective under the UCC or other Applicable Law), (iii) any Equity Interests of a Subsidiary, to the extent that and for so long as the pledge of such Equity Interests would result in adverse tax consequences as reasonably determined by the Borrower and the Agent and (iv) any Equity Interests of any Person that is not a wholly-owned Subsidiary which cannot be pledged without the consent of third party shareholders (other than to the extent such prohibition would be rendered ineffective under the UCC or other Applicable Law). For the avoidance of doubt, the Equity Interests of Innovex Canada pledged to the Agent pursuant to the Innovex Canada Pledge Agreement shall not constitute Excluded Equity Interests.

“Excluded Hedge Liability or Liabilities” shall mean, with respect to the Borrower and each Guarantor, each of its Swap Obligations if, and only to the extent that, all or any portion of this Agreement or any Other Document that relates to such Swap Obligation is or becomes illegal under the CEA, or any rule, regulation or order of the CFTC, solely by virtue of the Borrower’s and/or Guarantor’s failure to qualify as an Eligible Contract Participant on the Eligibility Date for such Swap. Notwithstanding anything to the contrary contained in the foregoing or in any other provision of this Agreement or any Other Document, the foregoing is subject to the following provisos: (a) if a Swap Obligation arises under a master agreement governing more than one Swap, this definition shall apply only to the portion of such Swap Obligation that is attributable to Swaps for which such guaranty or security interest is or becomes illegal under the CEA, or any rule, regulations or order of the CFTC, solely as a result of the failure by the Borrower or Guarantor for any reason to qualify as an Eligible Contract Participant on the Eligibility Date for such Swap; (b) if a guarantee of a Swap Obligation would cause such obligation to be an Excluded Hedge Liability but the grant of a security interest would not cause such obligation to be an Excluded Hedge Liability, such Swap Obligation shall constitute an Excluded Hedge Liability for purposes of the guaranty but not for purposes of the grant of the security interest; and (c) if there is more than one Borrower or Guarantor executing this Agreement or the Other Documents and a Swap Obligation would be an Excluded Hedge Liability with respect to one or more of such Persons, but not all of them, the definition of Excluded Hedge Liability or Liabilities with respect to each such Person shall only be deemed applicable to (i) the particular Swap Obligations that constitute Excluded Hedge Liabilities with respect to such Person, and (ii) the particular Person with respect to which such Swap Obligations constitute Excluded Hedge Liabilities.

“Excluded Property” shall mean (i) any asset of any Loan Party that shall be deemed environmental waste or an environmental hazard under any Applicable Law, (ii) any lease, license, contract or agreement to which any Loan Party is a party, and any of its rights or interests thereunder, if and to the extent that a security interest therein is prohibited by or in violation of (x) any Applicable Law, or (y) a term, provision or condition of any such lease, license, contract or agreement (unless in each case, such Applicable Law, term, provision or condition would be rendered ineffective with respect to the creation of such security interest pursuant to Sections 9-406, 9-407, 9-408 or 9-409 of the Uniform Commercial Code (or any successor provision or provisions) of any relevant jurisdictions or any other Applicable Law or principles of equity), provided, however that the foregoing shall cease to be treated as “Excluded Property” (and shall constitute Collateral) immediately at such time as the contractual or legal prohibition shall no longer be applicable and to the extent severable, such security interest shall attach immediately to any portion of such lease, license, contract or agreement not subject to the prohibitions specified

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in the foregoing clauses (x) or (y), (iii) Equipment owned by any Loan Party that is subject to a purchase money lien or a capital lease obligation if (but only to the extent that and only for so long as such purchase money Indebtedness or capital lease restricts the granting of a Lien therein to Agent) the grant of a security interest therein would constitute a violation of a valid and enforceable restriction in favor of a third party, unless any required consents shall have been obtained, (iv) monies, checks, securities or other items on deposit or otherwise held in deposit accounts or trust accounts specifically and exclusively used for payroll, payroll taxes, deferred compensation and other employee wage and benefit payments to or for the direct benefit of such Loan Party’s employees, (v) loans under sub-clause (b) of the definition of “Permitted Loans”, (vi) commercial tort claims with a value less than $2,000,000, (vii) any intent-to-use trademark application prior to the filing of a “Statement of Use” or “Amendment to Allege Use” with respect thereto, to the extent, if any, that, and solely during the period, if any, in which, the grant of a security interest therein would impair the validity or enforceability of such intent-to-use trademark application under applicable federal law, (viii) Excluded Equity Interests and (ix) any assets of a Person acquired in connection with a Permitted Acquisition or other Permitted Investment subject to Permitted Encumbrances and which are subject at the time of acquisition to contractual arrangements (not entered into in contemplation of such acquisition) prohibiting Liens securing the Obligations; provided, that Excluded Property shall not include any proceeds of any such lease, license, contract, property, Equipment or agreement or any goodwill of Loan Parties’ business associated therewith or attributable thereto.

“Excluded Taxes” shall mean, with respect to Agent, any Lender, Participant, Swing Loan Lender, Issuer or any other recipient of any payment to be made by or on account of any Obligations, (a) Taxes imposed on or measured by its overall net income (however denominated) and franchise Taxes, in each case, (i) imposed on it by the jurisdiction (or any political subdivision thereof) under the Laws of which such recipient is organized or in which its principal office or, in the case of any Lender, Participant, Swing Loan Lender or Issuer, in which its applicable lending office is located or (ii) that are Other Connection Taxes, (b) any branch profits Taxes imposed by the United States of America or any similar Tax imposed by any other jurisdiction described in clause (a) of this definition, (c) any U.S. federal income withholding Tax that is imposed on amounts payable to a recipient at the time such recipient becomes a party hereto (or designates a new lending office), except to the extent that such recipient (or its assignor or seller of a participation, if any) was entitled, at the time of designation of a new lending office (or assignment or sale of a participation), to receive additional amounts from Loan Parties with respect to such withholding Tax pursuant to Section 3.10(a), (d) Taxes attributable to such Person’s failure to comply with Section 3.10(e) or, with respect to amounts received by Agent on its own account, Section 3.10(h) or (e) any withholding Taxes imposed under FATCA.

“Facility Fee” shall have the meaning set forth in Section 3.3.

“Family” shall mean (a) an individual, (b) such individual’s spouse, (c) any other natural person who is related to such individual or such individual’s spouse within the second degree of kinship and (d) any other natural person who has been adopted by such individual.

“FATCA” shall mean Sections 1471 through 1474 of the Code, as of the date of this Agreement (or any amended or successor version that is substantively comparable and not materially more onerous to comply with) and any current or future regulations thereunder or official interpretations thereof.

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“FCCR Testing Period” shall mean each period commencing upon the occurrence of an FCCR Trigger Event and ending on the first date thereafter on which (x) with respect to clause (i) of the definition of FCCR Trigger Event, such Event of Default has been waived in writing or cured in accordance with the terms of this Agreement, and (y) with respect to clause (ii) of the definition of FCCR Trigger Event, when the Eligible Loan Parties have Excess Availability, for sixty (60) consecutive days after the occurrence of such FCCR Trigger Event, equal to or exceeding twenty percent (20%) of the Maximum Revolving Advance Amount.

“FCCR Trigger Event” shall mean the occurrence of the following at any time, (i) the occurrence and continuance of an Event of Default or (ii) Excess Availability is less than twenty percent (20%) of the Maximum Revolving Advance Amount.

“Fee Letter” shall mean, collectively, (i) that certain Third Amended and Restated Fee Letter dated as of the Closing Date among Innovex, Agent, and PNC Capital Markets, LLC, as the same may be amended, amended and restated, replaced and restated, extended, supplemented and/or otherwise modified from time to time and (ii) any other fee letter that may be entered into in connection with this Agreement from time to time, as the same may be amended, amended and restated, replaced and restated, extended, supplemented and/or otherwise modified from time to time.

“Fixed Charge Coverage Ratio” shall mean, with respect to any fiscal period, the ratio of (a) Adjusted EBITDA, minus Unfinanced Capital Expenditures made during such period, minus distributions (including income tax distributions) and dividends made during such period, minus all tax expense based on income, profits or capital, including federal, state, provincial, local, excise franchise and similar taxes paid in cash to (b) all scheduled Debt Payments made in cash during such period, plus management fees paid in cash during such period.

“Flood Laws” shall mean all Applicable Laws relating to policies and procedures that address requirements placed on federally regulated lenders under the National Flood Insurance Reform Act of 1994 and other Applicable Laws related thereto.

“Foreign Currency Hedge” shall mean any foreign exchange transaction, including spot and forward foreign currency purchases and sales, listed or over-the-counter options on foreign currencies, non-deliverable forwards and options, foreign currency swap agreements, currency exchange rate price hedging arrangements, and any other similar transaction providing for the purchase of one currency in exchange for the sale of another currency entered into by the Borrower or any Guarantor and/or any of their respective Subsidiaries.

“Foreign Currency Hedge Liabilities” shall have the meaning assigned in the definition of Lender-Provided Foreign Currency Hedge.

“Foreign Lender” shall mean any Lender that is not a U.S. Person.

“Foreign Subsidiary” shall mean any Subsidiary that is not a U.S. Person.

“Formula Amount” shall have the meaning set forth in Section 2.1(a).

“GAAP” shall mean generally accepted accounting principles in the United States of America or Canada, as applicable and in effect from time to time.

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“Government Official” shall mean any officer, employee, official, representative, or any Person acting for or on behalf of any Governmental Body, government-owned or government-controlled association, organization, business, or enterprise, or public international organization, any political party or official thereof and any candidate for political office.

“Governmental Acts” shall mean any act or omission, whether rightful or wrongful, of any present or future de jure or de facto Governmental Body.

“Governmental Body” shall mean the government of the United States of America or of any other nation, or of any political subdivision thereof, whether state or local, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising the executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to a government (including any supra-national bodies such as the European Union or the European Central Bank) and any group or body charged with setting financial accounting or regulatory capital rules or standards (including, without limitation, the Financial Accounting Standards Board, the Bank for International Settlements or the Basel Committee on Banking Supervision or any successor or similar authority to any of the foregoing).

“Guarantor” shall mean (i) as of the Closing Date, each of IDS, Downhole Well Solutions, Tercel, Dril-Quip Holdings, TIW, Dril-Quip International, Dril-Quip Foreign Interests and (ii) after the Closing Date, any other Person who may hereafter guarantee payment or performance of the whole or any part of the Obligations pursuant to Section 7.11(a), and “Guarantors” shall mean, collectively, all such Persons.

“Guarantor Security Agreement” shall mean any security agreement (including, without limitation, this Agreement) executed by any Guarantor in favor of Agent securing the Obligations or the Guaranty of such Guarantor, in form and substance satisfactory to Agent.

“Guaranty” shall mean any guaranty of the Obligations (including, without limitation, Article XVI of this Agreement) executed by a Guarantor in favor of Agent for its benefit and for the ratable benefit of Lenders, in form and substance satisfactory to Agent in its Permitted Discretion, including this Agreement.

“Hazardous Discharge” shall have the meaning set forth in Section 9.3(a).

“Hazardous Materials” shall mean, without limitation, any flammable explosives, radon, radioactive materials, asbestos, urea formaldehyde foam insulation, polychlorinated biphenyls, petroleum and petroleum products, methane, Hazardous Wastes, Toxic Substances or related hazardous materials or substances, as defined in or subject to regulation under Environmental Laws.

“Hazardous Wastes” shall mean all hazardous waste materials subject to regulation under CERCLA, RCRA or applicable state or provincial Law, and any other Environmental Laws now in force or hereafter enacted relating to hazardous waste disposal.

“Hedge Liabilities” shall mean collectively, the Foreign Currency Hedge Liabilities and the Interest Rate Hedge Liabilities.

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“IDS” shall mean Innovex Downhole Solutions, LLC, a Delaware limited liability company formerly known as DQ Merger Sub, LLC.

“Immaterial Subsidiary” shall mean any Subsidiary with total assets at all times of less than $2,500,000.

“Increasing Lender” shall have the meaning set forth in Section 2.23(a) hereof.

“Indebtedness” shall mean, as to any Person at any time, any and all indebtedness, obligations or liabilities (whether matured or unmatured, liquidated or unliquidated, direct or indirect, absolute or contingent, or joint or several) of such Person for or in respect of: (a) borrowed money; (b) amounts received under or liabilities in respect of any note purchase or acceptance credit facility, and all obligations of such Person evidenced by bonds, debentures, notes or other similar instruments; (c) all Capitalized Lease Obligations; (d) reimbursement obligations (contingent or otherwise) under any letter of credit agreement, banker’s acceptance agreement or similar arrangement; (e) obligations under any Interest Rate Hedge, Foreign Currency Hedge, or other interest rate management device, foreign currency exchange agreement, currency swap agreement, commodity price protection agreement or other interest or currency exchange rate or commodity price hedging arrangement; (f) any other advances of credit made to or on behalf of such Person or other transaction (including forward sale or purchase agreements, capitalized leases and conditional sales agreements) having the commercial effect of a borrowing of money entered into by such Person to finance its operations or capital requirements including to finance the purchase price of property or services and all obligations of such Person to pay the deferred purchase price of property or services (but not including trade payables and accrued expenses incurred in the Ordinary Course of Business which are not represented by a promissory note or other evidence of indebtedness); (g) all Equity Interests of such Person subject to repurchase or redemption rights or obligations (excluding repurchases or redemptions at the sole option of such Person) to the extent due, exercisable, paid or payable, as the case may be, in cash during the Term; (h) all indebtedness, obligations or liabilities secured by a Lien on any asset of such Person, whether or not such indebtedness, obligations or liabilities are otherwise an obligation of such Person; (i) all obligations of such Person for “earnouts”, purchase price adjustments, profit sharing arrangements, deferred purchase money amounts and similar payment obligations or continuing obligations of any nature of such Person arising out of purchase and sale contracts; (j) off-balance sheet liabilities to the extent due, exercisable, paid or payable, as the case may be, in cash during the Term and/or pension plan liabilities of such Person; (k) obligations arising under bonus, deferred compensation, incentive compensation or similar arrangements, other than those arising in the Ordinary Course of Business; and (l) any guaranty of any indebtedness, obligations or liabilities of a type described in the foregoing clauses (a) through (k).

“Indemnified Taxes” shall mean Taxes, other than Excluded Taxes, imposed on or with respect to any payment made by or on account of any obligation of any Loan Party under this Agreement or any Other Document.

“Ineligible Security” shall mean any security which may not be underwritten or dealt in by member banks of the Federal Reserve System under Section 16 of the Banking Act of 1933 (12 U.S.C. Section 24, Seventh), as amended.

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“Initial Adjustment Date” shall have the meaning set forth in the definition of Applicable Margin.

“Innovex” shall have the meaning set forth in the preamble to this Agreement and shall include its successors and assigns.

“Innovex Canada” shall have the meaning set forth in the Recitals and shall include its successors and assigns.

“Innovex Canada Pledge Agreement” shall have the meaning set forth in the definition of Pledge Agreement.

“Insolvency Event” shall mean, with respect to any Person, including without limitation any Lender, such Person or such Person’s direct or indirect parent company (unless Agent determines in its Permitted Discretion such Person is generally able to pay its debts despite the financial condition of such Person’s direct or indirect parent company) (a) becomes the subject of a bankruptcy or insolvency proceeding (including any proceeding under Title 11 of the United States Code), or regulatory restrictions, (b) has had a receiver, interim receiver, receiver and manager, conservator, trustee, administrator, custodian, assignee for the benefit of creditors or similar Person charged with the reorganization, arrangement or liquidation of its business appointed for it or has called a meeting of its creditors, (c) admits in writing its inability, or be generally unable, to pay its debts as they become due (except as otherwise permitted herein, in the case of Loan Parties) or cease operations of its present business or any sale of its assets in bulk, (d) with respect to a Lender, such ▇▇▇▇▇▇ is unable to perform hereunder due to the application of Applicable Law, or (e) in the good faith determination of Agent, has taken any action in furtherance of, or indicating its consent to, approval of, or acquiescence in, any such proceeding or appointment of a type described in clauses (a) or (b), provided that an Insolvency Event shall not result solely by virtue of any ownership interest, or the acquisition of any ownership interest, in such Person or such Person’s direct or indirect parent company by a Governmental Body or instrumentality thereof if, and only if, such ownership interest does not result in or provide such Person with immunity from the jurisdiction of courts within the United States or from the enforcement of judgments or writs of attachment on its assets or permit such Person (or such Governmental Body or instrumentality) to reject, repudiate, disavow or disaffirm any contracts or agreements made by such Person.

“Intellectual Property” shall mean property constituting a patent, copyright, trademark (or any application in respect of the foregoing), service mark, copyright, copyright application, trade name, mask work, trade secrets, design right, assumed name or license or other right to use any of the foregoing under Applicable Law.

“Intellectual Property Claim” shall mean the assertion, by any means, by any Person of a claim that any Loan Party’s ownership, use, marketing, sale or distribution of any Inventory, Equipment, Intellectual Property or other property or asset is violative of any ownership of or right to use any Intellectual Property of such Person.

“Interest Period” shall mean the period provided for any Term SOFR Rate Loan pursuant to Section 2.2(b).

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“Interest Rate Hedge” shall mean an interest rate exchange, collar, cap, swap, floor, adjustable strike cap, adjustable strike corridor, cross-currency swap or similar agreements entered into by the Borrower, any Guarantor and/or their respective Subsidiaries in order to provide protection to, or minimize the impact upon, the Borrower, any Guarantor and/or their respective Subsidiaries of increasing floating rates of interest applicable to Indebtedness.

“Interest Rate Hedge Liabilities” shall have the meaning assigned in the definition of Lender-Provided Interest Rate Hedge.

“International Trade Laws” shall mean all Laws relating to trade embargoes, export controls, customs and anti-boycott measures.

“Inventory” shall mean and include as to each Loan Party all of such Loan Party’s inventory (as defined in Article 9 of the Uniform Commercial Code) and all of such Loan Party’s goods, merchandise and other personal property, wherever located, to be furnished under any consignment arrangement, contract of service or held for sale or lease, all raw materials, work in process, finished goods and materials and supplies of any kind, nature or description which are or might be used or consumed in such Loan Party’s business or used in selling or furnishing such goods, merchandise and other personal property, and all Documents.

“Inventory Advance Rate” shall have the meaning set forth in Section 2.1(a)(y)(iii).

“Inventory NOLV Advance Rate” shall have the meaning set forth in Section 2.1(a)(y)(iii).

“Inventory Sublimit” shall mean the lesser of (a) fifty percent (50%) of the Formula Amount (without giving effect to Section 2.1(a)(y)(iii)(C)) and (b) $100,000,000.

“Investment Grade U.S. Customers” shall mean any Customer organized in the United States that has a long term corporate credit rating of (x) BBB- or higher from S&P, or (y) Baa3 or higher from ▇▇▇▇▇’▇.

“Investment Grade U.S. Receivables Advance Rate” shall have the meaning set forth in Section 2.1(a)(y)(i)(A) hereof.

“Issuer” shall mean (i) Agent in its capacity as the issuer of Letters of Credit under this Agreement and (ii) any other Person which Agent in its discretion shall designate as the issuer of and cause to issue any particular Letter of Credit under this Agreement in place of Agent as issuer.

“Joint Obligations” shall have the meaning set forth in Section 16.18(h).

“Judgment Currency” shall have the meaning set forth in Section 15.13.

“Law(s)” shall mean any law(s) (including common law and equitable principles), constitution, statute, treaty, regulation, rule, ordinance, opinion, legally binding issued guidance, code, release, ruling, order, executive order, injunction, writ, decree, bond, judgment, authorization or approval, lien or award of or any settlement arrangement, by agreement, consent or otherwise, with any Governmental Body, foreign or domestic, federal, state, territorial, provincial or local.

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“Legacy Dril-Quip Deposit Accounts” shall mean the deposit accounts owned by any Loan Party as of the Closing Date obtained in connection with the Dril-Quip Merger as set forth on Schedule 1.2.

“Lender” and “Lenders” shall have the meaning ascribed to such term in the preamble to this Agreement and shall include each Person which becomes a transferee, successor or assign of any Lender. For the purpose of provision of this Agreement or any Other Document which provides for the granting of a security interest or other Lien to the Agent for the benefit of Lenders as security for the Obligations, “Lenders” shall include any Affiliate of a Lender to which such Obligation (specifically including any Hedge Liabilities and any Cash Management Liabilities) is owed.

“Lender Deposit Accounts” shall mean a deposit account opened with U.S. Bank after the Closing Date and a deposit account opened with Fifth Third after the Closing Date.

“Lender-Provided Foreign Currency Hedge” shall mean a Foreign Currency Hedge which is provided by any Lender and for which such ▇▇▇▇▇▇ confirms to Agent in writing prior to the execution thereof that it: (a) is documented in a standard International Swap Dealers Association, Inc. Master Agreement or another reasonable and customary manner; (b) provides for the method of calculating the reimbursable amount of the provider’s credit exposure in a reasonable and customary manner; and (c) is entered into for hedging (rather than speculative) purposes. The liabilities owing to the provider of any Lender-Provided Foreign Currency Hedge (the “Foreign Currency Hedge Liabilities”) by the Borrower or any Guarantor, or any of their respective Subsidiaries that is party to such Lender-Provided Foreign Currency Hedge shall, for purposes of this Agreement and all Other Documents be “Obligations” of such Person and of the Borrower and each Guarantor, be guaranteed obligations under any Guaranty and secured obligations under any Guarantor Security Agreement, as applicable, and otherwise treated as Obligations for purposes of the Other Documents, except to the extent constituting Excluded Hedge Liabilities of such Person. The Liens securing the Foreign Currency Hedge Liabilities shall be pari passu with the Liens securing all other Obligations under this Agreement and the Other Documents, subject to the express provisions of Section 11.5.

“Lender-Provided Interest Rate Hedge” shall mean an Interest Rate Hedge which is provided by any Lender and with respect to which such ▇▇▇▇▇▇ confirms to Agent in writing prior to the execution thereof that it: (a) is documented in a standard International Swap Dealers Association, Inc. Master Agreement or another reasonable and customary manner; (b) provides for the method of calculating the reimbursable amount of the provider’s credit exposure in a reasonable and customary manner; and (c) is entered into for hedging (rather than speculative) purposes. The liabilities owing to the provider of any Lender-Provided Interest Rate Hedge (the “Interest Rate Hedge Liabilities”) by the Borrower or any Guarantor, or any of their respective Subsidiaries that is party to such Lender-Provided Interest Rate Hedge shall, for purposes of this Agreement and all Other Documents be “Obligations” of such Person and of each other Borrower and Guarantor, be guaranteed obligations under any Guaranty and secured obligations under any Guarantor Security Agreement, as applicable, and otherwise treated as Obligations for purposes of the Other Documents, except to the extent constituting Excluded Hedge Liabilities of such Person. The Liens securing the Interest Rate Hedge Liabilities shall be pari passu with the Liens securing all other Obligations under this Agreement and the Other Documents, subject to the express provisions of Section 11.5.

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“Letter of Credit Application” shall have the meaning set forth in Section 2.11(a).

“Letter of Credit Borrowing” shall have the meaning set forth in Section 2.13(d).

“Letter of Credit Fees” shall have the meaning set forth in Section 3.2.

“Letter of Credit Sublimit” shall mean $10,000,000.

“Letters of Credit” shall have the meaning set forth in Section 2.10.

“Leverage Ratio” shall mean, with respect to any fiscal period, the ratio of total Indebtedness as of the end of such period, to Adjusted EBITDA for such period.

“License Agreement” shall mean any agreement between any Loan Party and a Licensor pursuant to which such Loan Party is authorized to use any Intellectual Property in connection with the manufacturing, marketing, sale or other distribution of any Inventory of such Loan Party or otherwise in connection with such Loan Party’s business operations.

“Licensor” shall mean any Person from whom any Loan Party obtains the right to use (whether on an exclusive or non-exclusive basis) any Intellectual Property in connection with such Loan Party’s manufacture, marketing, sale or other distribution of any Inventory or otherwise in connection with such Loan Party’s business operations.

“Licensor/Agent Agreement” shall mean an agreement between Agent and a Licensor, in form and substance satisfactory to Agent in its Permitted Discretion, by which Agent is given the unqualified right, vis-á-vis such Licensor, to enforce Agent’s Liens with respect to and to Dispose of any Loan Party’s Inventory with the benefit of any Intellectual Property applicable thereto, irrespective of such Loan Party’s default under any License Agreement with such Licensor.

“Lien” shall mean any mortgage, deed of trust, pledge, hypothecation, assignment, security interest, lien (whether statutory or otherwise), Charge, claim or encumbrance, or preference, priority or other security agreement or preferential arrangement held or asserted in respect of any asset of any kind or nature whatsoever including any conditional sale or other title retention agreement, any lease having substantially the same economic effect as any of the foregoing, and any Loan Party’s authorization or consent to the filing of, or agreement to give, any financing statement under the Uniform Commercial Code or comparable Law of any jurisdiction, with respect to any of the foregoing.

“Lien Waiver Agreement” shall mean an agreement, in form and substance reasonably satisfactory to Agent, which is executed in favor of Agent by a Person who owns or occupies premises at which any Collateral may be located from time to time.

“Line Cap” shall have the meaning set forth in the definition of Excess Availability.

“LLC Division” shall mean, in the event a Borrower or Guarantor is a limited liability company, (a) the division of any the Borrower or Guarantor into two or more newly formed limited liability companies (whether or not the Borrower or Guarantor is a surviving entity following any such division) pursuant to Section 18-217 of the Delaware Limited Liability Company Act or any similar provision under any similar act governing limited liability companies organized under the

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laws of any other State or Commonwealth or of the District of Columbia, or (b) the adoption of a plan contemplating, or the filing of any certificate with any applicable Governmental Body that results or may result in, any such division.

“Loan Parties on a Consolidated Basis” shall mean the consolidation in accordance with GAAP of the accounts or other items of Borrower and its Subsidiaries.

“Loan Party” shall mean individually, the Borrower and each Guarantor and “Loan Parties” shall mean, collectively, the Borrower and Guarantors.

“Management Agreement” shall mean that certain Letter Agreement, dated as of October 31, 2016 between Innovex and Amberjack Management, LLC f/k/a Intervale Capital, LLC, as in effect prior to its termination on September 30, 2024.

“Material Adverse Effect” shall mean a material adverse effect on (a) the condition (financial or otherwise), results of operations, assets, business or properties of the Loan Parties, taken as a whole, (b) the Loan Parties’, taken as a whole, ability to duly and punctually pay or perform the Obligations in accordance with the terms thereof or, (c) the value of the Collateral, taken as a whole, or Agent’s Liens on the Collateral or the priority of any such Lien.

“Material Contract” shall mean any contract, agreement, instrument, permit, lease or license, written or oral, of any Loan Party, which is material to any Loan Party’s business or which the failure to comply with could reasonably be expected to result in a Material Adverse Effect.

“Maximum Revolving Advance Amount” shall mean $200,000,000 plus any increases in accordance with Section 2.23.

“Maximum Swing Loan Advance Amount” shall mean $20,000,000, plus ten percent (10%) of increases in accordance with Section 2.23 after the Closing Date.

“Maximum Undrawn Amount” shall mean, with respect to any outstanding Letter of Credit as of any date, the amount of such Letter of Credit that is or may become available to be drawn, including all automatic increases provided for in such Letter of Credit, whether or not any such automatic increase has become effective.

“Merger Sub” shall mean Ironman Merger Sub, Inc., a Delaware corporation.

“Modified Revolving Commitment Transfer Supplement” shall have the meaning set forth in Section 16.3(d).

“MUFG SCF Agreement” shall have the meaning set forth in the definition of Permitted Factoring Agreement.

“Multiemployer Plan” shall mean a “multiemployer plan” as defined in Sections 3(37) or 4001(a)(3) of ERISA to which contributions are required or, within the preceding five plan years, were required by any Loan Party or any member of the Controlled Group.

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“Multiple Employer Plan” shall mean a Plan which has two or more contributing sponsors (including any Loan Party or any member of the Controlled Group) at least two of whom are not under common control, as such a plan is described in Section 4064 of ERISA.

“NAM Subsidiaries” shall mean any direct or indirect Subsidiary of Innovex that is incorporated or formed in the United States or Canada.

“Net Disposition Proceeds” shall mean proceeds in cash as and when received by the Person making a Disposition of assets, net of: (a) all reasonable and customary transaction costs and expenses with respect thereto (including, without limitation, any reasonable legal or other reasonable professional fees) or other actual transaction costs and expenses approved by Agent, in each case to the extent payable to a Person that is not an Affiliate of a Loan Party, (b) sale, use or other transaction Taxes paid or payable as a result thereof, (c) amounts required to be applied to repay principal, interest and prepayment premiums and penalties on Indebtedness secured by a Permitted Encumbrance, which is senior to the Lien of Agent, on the assets subject to such Disposition and that is required to be repaid under the terms thereof as a result of such Disposition, (d) income Taxes payable (including income Taxes payable by another Loan Party) as a result thereof, (e) reserves or escrows for indemnification obligations and purchase price adjustments and other similar contingent liabilities that are required to be in place under the terms of the agreement providing for such Disposition owing or to be paid to a party other than any Loan Party, and (f) in the event cash proceeds of the type described in this definition are received by a non-wholly-owned Subsidiary, the pro rata portion of the cash proceeds thereof (calculated without regard to this clause (f)) attributable to minority interests and not available for distribution to or for the account of any Loan Party or a wholly-owned Subsidiary as a result thereof; provided, that, if any amounts described in clauses (a) – (f) which are retained by any Loan Party in anticipation of paying any item described in clauses (a) – (f) are not thereafter in fact required to make any such anticipated payment, such amounts shall constitute Net Disposition Proceeds.

“New Lender” shall have the meaning set forth in Section 2.23(a) hereof.

“NOLV Appraisal” shall mean Inventory appraisals in form and substance satisfactory to Agent in its Permitted Discretion, at Borrower’s cost and expense, to determine, among other things, the net orderly liquidation value of Inventory, performed by an appraiser acceptable to Agent in its Permitted Discretion, summaries of which will be provided to Borrower upon Borrower’s request to Agent.

“Non-Defaulting Lender” shall mean, at any time, any Lender holding a Revolving Commitment that is not a Defaulting Lender at such time.

“Non-Qualifying Party” shall mean the Borrower or any Guarantor that on the Eligibility Date fails for any reason to qualify as an Eligible Contract Participant.

“Note” shall mean collectively, any Revolving Credit Note and the Swing Loan Note.

“Obligations” shall mean and include (i) any and all loans (including without limitation, all Advances and Swing Loans), advances, debts, liabilities, obligations (including without limitation all reimbursement obligations and cash collateralization obligations with respect to Letters of Credit issued hereunder), covenants and duties owing by the Borrower or any Guarantor

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or any Subsidiary of the Borrower or any Guarantor under this Agreement or any Other Document (and any amendments, extensions, renewals or increases thereto), to Issuer, Swing Loan Lender, Lenders or Agent (or to any other direct or indirect subsidiary or Affiliate of Issuer, Swing Loan Lender, Lenders or Agent) of any kind or nature, present or future (including any interest or other amounts accruing thereon, any fees accruing under or in connection therewith, any costs and expenses of any Person payable by the Borrower or any Guarantor and any indemnification obligations payable by the Borrower or any Guarantor arising or payable after maturity, or after the filing of any petition in bankruptcy, or the commencement of any insolvency, arrangement, reorganization or like proceeding relating to the Borrower or any Guarantor, whether or not a claim for post-filing or post-petition interest, fees or other amounts is allowable or allowed in such proceeding), whether direct or indirect (including those acquired by assignment or participation), absolute or contingent, joint or several, due or to become due, now existing or hereafter arising, contractual or tortious, liquidated or unliquidated, regardless of how such indebtedness or liabilities arise, including all costs and expenses of Issuer, Agent, Swing Loan Lender and any Lender incurred in the documentation, negotiation, modification, enforcement, collection or otherwise in connection with any of the foregoing, including but not limited to reasonable attorneys’ fees and expenses and all obligations of the Borrower or any Guarantor to Issuer, Agent, Swing Loan Lender or Lenders to perform acts or refrain from taking any action, (ii) all Hedge Liabilities and (iii) all Cash Management Liabilities. Notwithstanding anything to the contrary contained in the foregoing, the Obligations shall not include any Excluded Hedge Liabilities.

 

“OFAC” shall mean the U.S. Department of the Treasury’s Office of Foreign Assets Control.

“Ordinary Course of Business” shall mean, with respect to any Loan Party, the ordinary course of such Loan Party’s business as conducted on the Closing Date.

“Organizational Documents” shall mean, with respect to any Person, any charter, articles or certificate of incorporation or amalgamation, certificate of organization, registration or formation, certificate of partnership or limited partnership, bylaws, operating agreement, limited liability company agreement, or partnership agreement of such Person and any and all other applicable documents relating to such Person’s formation, organization or entity governance matters (including any shareholders’ or equity holders’ agreement or voting trust agreement) and specifically includes, without limitation, any certificates of designation for preferred stock or other forms of preferred equity.

“OSHA” shall mean Occupational Safety and Health Act of 1970, as amended, 29 U.S.C. Section 651 (2006).

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

“Other Documents” shall mean the Notes, the Perfection Certificate, any Guaranty, any Guarantor Security Agreement, any Pledge Agreement, the Trademark and Patent Security

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Agreement, the Copyright Security Agreement, any Collateral Assignment of Acquisition Agreement, the Innovex Canada Pledge Agreement, any Lender-Provided Interest Rate Hedge, any Lender-Provided Foreign Currency Hedge, any Cash Management Products and Services, any Fee Letter, the Certificates of Beneficial Ownership, and any and all other agreements, instruments and documents, including any subordination or intercreditor agreement, guaranties, pledges, powers of attorney, consents, interest or currency swap agreements or other similar agreements and all other writings heretofore, now or hereafter executed by the Borrower or any Guarantor and/or delivered to Agent or any Lender in respect of the transactions contemplated by this Agreement, in each case together with all extensions, renewals, amendments, supplements, modifications, substitutions and replacements thereto and thereof.

“Other Taxes” shall mean all present or future stamp or court or documentary, intangible, recording, filing or similar Taxes arising from any payment made hereunder or under any Other Document or from the execution, delivery or enforcement of, or otherwise with respect to, this Agreement or any Other Document, except any such Taxes that are Other Connection Taxes imposed with respect to an assignment (other than an assignment made pursuant to Section 3.11).

“Out-of-Formula Loans” shall have the meaning set forth in Section 16.2(f).

“Overnight Bank Funding Rate” shall mean, for any, day the rate per annum (based on a year of 360 days and actual days elapsed) comprised of both overnight federal funds and overnight eurocurrency borrowings by U.S.-managed banking offices of depository institutions, as such composite rate shall be determined by the Federal Reserve Bank of New York, as set forth on its public website from time to time, and as published on the next succeeding Business Day as the overnight bank funding rate by such Federal Reserve Bank (or by such other recognized electronic source (such as Bloomberg) selected by the Agent for the purpose of displaying such rate) (an “Alternate Source”); provided, that if such day is not a Business Day, the Overnight Bank Funding Rate for such day shall be such rate on the immediately preceding Business Day; provided, further, that if such rate shall at any time, for any reason, no longer exist, a comparable replacement rate determined by the Agent at such time (which determination shall be conclusive absent manifest error). If the Overnight Bank Funding Rate determined as above would be less than zero, then such rate shall be deemed to be zero. The rate of interest charged shall be adjusted as of each Business Day based on changes in the Overnight Bank Funding Rate without notice to the Borrower.

“Parent” of any Person shall mean a corporation or other entity owning, directly or indirectly, fifty percent (50.00%) or more of the Equity Interests issued by such Person having ordinary voting power to elect a majority of the directors of such Person, or other Persons performing similar functions for any such Person.

“Participant” shall mean each Person who shall be granted the right by any Lender to participate in any of the Advances and who shall have entered into a participation agreement in form and substance satisfactory to such Lender.

“Participant Register” shall have the meaning set forth in Section 16.3(b).

“Participation Advance” shall have the meaning set forth in Section 2.13(d).

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“Participation Commitment” shall mean the obligation hereunder of each Lender holding a Revolving Commitment to buy a participation equal to its Revolving Commitment Percentage (subject to any reallocation pursuant to Section 2.21(b)(iii)) in the Swing Loans made by Swing Loan Lender hereunder as provided for in Section 2.3(c) and in the Letters of Credit issued hereunder as provided for in Section 2.13(a).

“Payment Office” shall ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇; thereafter, such other office of Agent, if any, which it may designate by notice to Borrower and to each Lender to be the Payment Office.

“Payment Recipient” shall have the meaning assigned to it in Section 14.15(a).

“PBGC” shall mean the Pension Benefit Guaranty Corporation established pursuant to Subtitle A of Title IV of ERISA or any successor.

“Pension Benefit Plan” shall mean at any time any “employee pension benefit plan” as defined in Section 3(2) of ERISA (including a Multiple Employer Plan, but not a Multiemployer Plan) which is covered by Title IV of ERISA or is subject to the minimum funding standards under Sections 412, 430 or 436 of the Code and either (i) is maintained or to which contributions are required by Loan Parties or any member of the Controlled Group or (ii) has at any time within the preceding five (5) years been maintained or to which contributions have been required by a Loan Party or any entity which was at such time a member of the Controlled Group.

“Perfection Certificates” shall mean, collectively, the information questionnaires and the responses thereto provided by each Loan Party and delivered to Agent.

“Permitted Acquisition” shall mean any acquisition by any Loan Party, whether by purchase, merger, amalgamation or otherwise, of all or substantially all of the assets of, all of the Equity Interests of, or a business line or unit or a division of, any Person, in each case, as long as the following conditions are satisfied (unless waived in writing by Agent):

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“Permitted Acquisition Agreement” shall mean any purchase agreement, amalgamation agreement or merger agreement entered into by any Loan Party in connection with a Permitted Acquisition, in each case, including all exhibits, annexes, schedules and attachments thereto.

“Permitted Assignees” shall mean: (a) Agent, any Lender or any of their direct or indirect Affiliates; (b) a federal or state chartered bank, a United States branch of a foreign bank, an insurance company, or any finance company generally engaged in the business of making

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commercial loans; (c) any fund that is administered or managed by Agent or any Lender, an Affiliate of Agent or any Lender or a related entity; and (d) any Person to whom Agent or any Lender assigns its rights and obligations under this Agreement as part of an assignment and transfer of such Agent’s or Lender’s rights in and to a material portion of such Agent’s or Lender’s portfolio of asset-based credit facilities.

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

“Permitted Dividends” shall mean dividends and distributions (i) to pay amounts contemplated to be paid pursuant to Section 7.9 so long as (a) no Event of Default shall have occurred, or would occur after giving pro forma effect to such dividends, and be continuing and (b) the purpose of such dividend or distribution shall be as set forth in writing to be received by Agent prior to such distribution and such dividend shall in fact be used for such purpose, (ii) paid by any Subsidiary to the Borrower or any other Loan Party, (iii) so long as the Transaction Conditions are satisfied, other dividends and distributions, (iv) so long as no Event of Default has occurred and is continuing, (A) to existing and former officers, directors, and employees of the Borrower or any Subsidiary; provided, that such dividends are used in consideration for the retirement, purchase, or redemption of any of the Equity Interests of the Borrower or such Subsidiary, or any option, warrant or other right to purchase or acquire such Equity Interest, in any event, held by such Person and (B) to make repurchases, redemptions or exchanges of Equity Interests of the Borrower or any Subsidiary deemed to occur upon exercise of stock options or exchange of exchangeable shares if such Equity Interests represent a portion of the exercise price of such options and may make repurchases, redemptions or other acquisitions or retirements for value of Equity Interests of the Borrower or such Subsidiary made in lieu of withholding Taxes in connection with any exercise or exchange of stock options, warrants or other similar rights, in an aggregate amount with respect to this clause (iv) not to exceed $2,500,000 in any fiscal year, (v) that constitute Tax Distributions and (vi) other dividends and distributions not to exceed $5,000,000 in the aggregate in any fiscal year.

“Permitted Encumbrances” shall mean: (a) Liens in favor of Agent for the benefit of Agent and Lenders, including without limitation, Liens securing Hedge Liabilities and Cash Management Products and Services; (b) Liens for Taxes not delinquent or being Properly Contested; (c) deposits or pledges to secure obligations under worker’s compensation, social security or similar laws (but not regarding any Pension Benefit Plans), or under unemployment insurance; (d) deposits or pledges to secure bids, tenders, contracts (other than contracts for the payment of money), leases, statutory obligations, surety and appeal bonds and other obligations of like nature arising in the Ordinary Course of Business; (e) Liens arising by virtue of the rendition, entry or issuance against any Loan Party or any Subsidiary, or any property of any Loan Party or any Subsidiary, of any judgment, writ, order, or decree to the extent the rendition, entry, issuance or continued existence of such judgment, writ, order or decree (or any event or circumstance relating thereto) has not resulted in the occurrence of an Event of Default under Section 10.6; (f) carriers’, landlords’, bailees’, repairmens’, mechanics’, workers’, materialmen’s or other like Liens, all arising by statute and in the Ordinary Course of Business and all with respect to obligations which are not due or which are being Properly Contested; (g) Liens placed upon, and capital leases of, fixed assets hereafter acquired to secure a portion of the purchase price thereof or Capitalized Lease Obligations thereunder, provided that any such Lien shall not encumber any other property of any

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Loan Party; (h) any interest of title of a lessor or any Lien encumbering such lessor’s interest with respect to operating leases of any Loan Parties or any of their Subsidiaries; (i) other Liens (including easements, restrictions, and covenants affecting Real Property) incidental to the conduct of any Loan Party’s business or the ownership of its property and assets which were not incurred in connection with the borrowing of money or the obtaining of advances or credit, and which do not in the aggregate materially detract from Agent’s or Lenders’ rights in and to the Collateral or the value of any Loan Party’s property or assets or which do not materially impair the use thereof in the operation of any Loan Party’s business; (j) easements, rights-of-way, zoning restrictions, minor defects or irregularities in title and other charges or encumbrances, in each case, which do not interfere in any material respect with the Ordinary Course of Business of Loan Parties and their Subsidiaries; (k) Liens disclosed on Schedule 1.2(a); provided that such Liens shall secure only those obligations which they secure on the Closing Date (and extensions, renewals and refinancing of such obligations permitted by Section 7.7) and shall not subsequently apply to any other property or assets of any Loan Party other than the property and assets to which they apply as of the Closing Date; (l) Liens solely on any ▇▇▇▇ ▇▇▇▇▇▇▇ money deposits made by Loan Parties in connection with any letter of intent or purchase agreement with respect to a Permitted Acquisition; (m) Liens (x) assumed by Loan Parties or their Subsidiaries in connection with a Permitted Acquisition that secure Acquired Indebtedness and (y) securing Indebtedness incurred pursuant to clause (h) of the definition of “Permitted Indebtedness”; (n) Liens granted on any Accounts sold in connection with any Permitted Factoring Agreement; (o) Liens on property and assets (but not, for the avoidance of doubt, Equity Interests constituting Collateral) of Foreign Subsidiaries securing Indebtedness constituting “Permitted Indebtedness”; and (p) other Liens, so long as such Liens are subordinated to Agent’s Lien on terms reasonably satisfactory to Agent and the aggregate outstanding principal amount of the Indebtedness or other obligations secured thereby does not exceed $10,000,000 at any time.

“Permitted Factoring Agreement” shall mean, collectively, the sale of Accounts in the Ordinary Course of Business by (a) Innovex Downhole Solutions, LLC pursuant to that certain Supplier Agreement, dated as of March 11, 2019 (as may be amended from time to time, the “Citibank SCF Agreement”), by and between Pride Energy Services, LLC (as predecessor-in-interest to Innovex Downhole Solutions, LLC) and Citibank, N.A., so long as the Accounts sold pursuant thereto are owed to Innovex Downhole Solutions, LLC by (i) Schlumberger Technology Corporation or an Affiliate thereof or (ii) any other Person approved in writing by Agent and the Required Lenders, (b) Innovex Downhole Solutions, LLC pursuant to that certain Receivables Purchase Agreement, dated as of February 2, 2020 (as may be amended from time to time, the “MUFG SCF Agreement”), by and between Pride Energy Services, LLC (as predecessor-in-interest to Innovex Downhole Solutions, LLC) and MUFG Union Bank, N.A., so long as the Accounts sold pursuant thereto are owed to Innovex Downhole Solutions, LLC by (i) ▇▇▇▇▇ ▇▇▇▇▇▇, LLC and its Affiliates or (ii) any other Person approved in writing by Agent and the Required Lenders and (c) any other Loan Party approved in writing by the Agent in its Permitted Discretion; provided that the Net Disposition Proceeds of all Accounts sold pursuant to a Permitted Factoring Agreement are deposited in a Depository Account established at Agent for the proceeds of Collateral.

“Permitted Indebtedness” shall mean: (a) the Obligations; (b) Indebtedness incurred for Capital Expenditures; (c) any guarantees of Indebtedness permitted under Section 7.3; (d) any Indebtedness listed on Schedule 5.7(b)(ii) and any extension, renewal or refinancing thereof (provided that the amount of any such refinancing shall not exceed the then original amount of

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such Indebtedness being refinanced plus the fees and premiums for such refinancing); (e) Indebtedness arising under the Permitted Factoring Agreements; (f) Indebtedness consisting of Permitted Loans; (g) Interest Rate ▇▇▇▇▇▇ and Foreign Currency ▇▇▇▇▇▇ that are entered into by Loan Parties to hedge their risks with respect to outstanding Indebtedness of Loan Parties and not for speculative or investment purposes; (h) Indebtedness consisting of (A) the financing of insurance premiums or (B) take or pay obligations entered into in the Ordinary Course of Business; (i) Indebtedness of any Foreign Subsidiary not incurred as borrowed money to any Loan Party; (j) Indebtedness incurred in connection with credit cards or similar credit accounts in the aggregate amount not to exceed $10,000,000 at any time outstanding; (k) Indebtedness in respect of capital lease obligations or purchase money Indebtedness in the aggregate amount not to exceed $40,000,000 at any time outstanding; (l) Indebtedness consisting of (x) indemnities, other purchase price adjustments and similar obligations and (y) to the extent unsecured and subordinated on terms reasonably satisfactory to Agent, seller notes and obligations in respect of earn outs, in each case, created, incurred or assumed in connection with Permitted Acquisitions or any other investment or Disposition permitted under this Agreement; (m) Indebtedness of Foreign Subsidiaries owed to any holder of such Indebtedness not located in the United States in an aggregate principal amount not to exceed $10,000,000 at any time outstanding; provided that such Indebtedness is non-recourse to any Loan Party (other than a pledge of the Equity Interests of such Foreign Subsidiary not constituting Collateral); (n) other Indebtedness in an aggregate principal amount not exceeding $10,000,000 at any one time outstanding that is either (x) unsecured or (y) secured by Liens that are subordinated to Agent’s Lien on terms reasonably satisfactory to Agent; and (o) Acquired Indebtedness of the Loan Parties or their Subsidiaries in connection with any Permitted Acquisition.

“Permitted Investments” shall mean investments in: (a) obligations issued or guaranteed by the United States of America or any agency thereof; (b) commercial paper with maturities of not more than 180 days and a published rating of not less than A-1 or P-1 (or the equivalent rating); (c) certificates of time deposit and bankers’ acceptances having maturities of not more than 180 days and repurchase agreements backed by United States government securities of a commercial bank if (i) such bank has a combined capital and surplus of at least $500,000,000, or (ii) its debt obligations, or those of a holding company of which it is a Subsidiary, are rated not less than A (or the equivalent rating) by a nationally recognized investment rating agency; (d) U.S. money market funds that invest solely in obligations issued or guaranteed by the United States of America or an agency thereof; (e) Permitted Loans; (f)(i) a Loan Party, (ii) in a Subsidiary that is not a Loan Party by another Subsidiary that is not a Loan Party and (iii) in a Subsidiary that is not a Loan Party by a Loan Party, in an aggregate amount to exceed, together with all amounts incurred pursuant to clause (d) of the definition of “Permitted Loans”, $20,000,000 outstanding at any time; (g) any Permitted Acquisitions; (h) so long as the Transaction Conditions are satisfied, any other investment (other than as set forth in clause (g) of this definition); and (i) any other investments not to exceed $10,000,000 outstanding at any time.

“Permitted Loans” shall mean (a) the extension of trade credit by a Loan Party to its Customer(s), in the Ordinary Course of Business in connection with a sale of Inventory or rendition of services, in each case on open account terms; (b) loans to employees in the Ordinary Course of Business not to exceed as to all such loans the aggregate amount of $2,500,000 at any time outstanding; (c) intercompany loans between and among Loan Parties, so long as, at the request of Agent, each such intercompany loan is evidenced by a promissory note (including, if applicable, any master intercompany note executed by Loan Parties) on terms and conditions (including terms

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subordinating payment of the indebtedness evidenced by such note to the prior payment in full of all Obligations) acceptable to Agent in its sole discretion that has been delivered to Agent either endorsed in blank or together with an undated instrument of transfer executed in blank by the payee(s) on such note; (d) loans to any Subsidiary that is not a Loan Party of any Loan Party in an aggregate amount not to exceed, together with all amounts incurred pursuant to clause (f)(iii) of the definition of “Permitted Investments”, $20,000,000 outstanding at any time; and (e) intercompany loans on the Closing Date listed on Schedule 5.7(b)(ii) and any extension, renewal or refinancing thereof.

“Person” shall mean any individual, sole proprietorship, partnership, corporation, unlimited liability company, business trust, joint stock company, trust, unincorporated organization, association, limited liability company, limited liability partnership, institution, public benefit corporation, joint venture, entity or Governmental Body (whether federal, provincial, territorial, state, county, city, municipal or otherwise, including any instrumentality, division, agency, body or department thereof).

“Plan” shall mean any employee benefit plan within the meaning of Section 3(3) of ERISA (including a Pension Benefit Plan and a Multiemployer Plan, as defined herein) maintained by any Loan Party or any member of the Controlled Group or to which any Loan Party or any member of the Controlled Group is required to contribute.

“Pledge Agreement” shall mean (a) that certain Fourth Amended and Restated Pledge Agreement in form and substance satisfactory to Agent in its Permitted Discretion, executed by the Loan Parties in favor of Agent dated as of the Closing Date, (b) that certain Share Pledge Agreement, dated as of May 10, 2021 (the “Innovex Canada Pledge Agreement”), executed by Rubicon Oilfield International Ltd., a limited company formed under the laws of the British Virgin Islands, in favor of Agent, as assigned to and assumed by Dril-Quip UK Canada Holdco Limited, a body corporate incorporated under the laws of Scotland, pursuant to that certain Assignment and Assumption Agreement, made with effect as of January 17, 2025, and (c) any other pledge agreements executed subsequent to the Closing Date by any other Person to secure the Obligations, in each case, as may be amended, restated, amended and restated, extended, supplemented or otherwise modified from time to time.

“PNC” shall have the meaning set forth in the preamble to this Agreement and shall extend to all of its successors and assigns.

“Processor’s Agreement” shall mean an agreement substantially in the form as shall be acceptable to Agent in its Permitted Discretion, among Loan Parties, Agent and a finish out and/or processing facility or Person providing maintenance, repair or overhaul services on a Borrower’s behalf, which agreement, among other things, shall include waiver by such finish out and/or processing facility or Person of rights of off-set and shall waive or subordinate any Lien that such finish out and/or processing facility or Person may ever have with respect to any of the Collateral and shall authorize Agent from time to time to enter upon the premises to inspect, remove or otherwise access the Collateral from such premises.

“Pro Forma Balance Sheet” shall have the meaning set forth in Section 5.4(a).

“Pro Forma Financial Statements” shall have the meaning set forth in Section 5.4(b).

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“Projections” shall have the meaning set forth in Section 5.4(b).

“Properly Contested” shall mean, in the case of any Indebtedness, Lien (including any mechanic’s lien), Taxes or Charges, as applicable, of any Person that are not paid as and when due or payable by reason of such Person’s bona fide dispute concerning its liability to pay the same or concerning the amount thereof: (a) such Indebtedness, Lien, Taxes or Charges, as applicable, are being properly contested in good faith by appropriate proceedings promptly instituted and diligently conducted; (b) such Person has established appropriate reserves as shall be required in conformity with GAAP; (c) the non-payment of such Indebtedness, Taxes or Charges is not reasonably expected to have a Material Adverse Effect and is not reasonably expected to result in the forfeiture of any assets in excess of $2,000,000 of such Person; (d) no Lien is imposed upon any of such Person’s assets with respect to such Indebtedness or Taxes unless such Lien (x) does not attach to any Receivables or Inventory, (y) is at all times junior and subordinate in priority to the Liens in favor of the Agent (except only with respect to property Taxes that have priority as a matter of applicable state law) and, (z) enforcement of such Lien is stayed during the period prior to the final resolution or disposition of such dispute; and (e) if such Indebtedness or Lien, as applicable, results from, or is determined by the entry, rendition or issuance against a Person or any of its assets of a judgment, writ, order or decree, enforcement of such judgment, writ, order or decree is stayed pending a timely appeal or other judicial review.

“Protective Advances” shall have the meaning set forth in Section 16.2(g).

“PTE” shall mean a prohibited transaction class exemption issued by the U.S. Department of Labor, as any such exemption may be amended from time to time.

“Purchasing CLO” shall have the meaning set forth in Section 16.3(d).

“Purchasing Lender” shall have the meaning set forth in Section 16.3(c).

“Qualified ECP Loan Party” shall mean each Loan Party that on the Eligibility Date is (a) a corporation, partnership, proprietorship, organization, trust, or other entity other than a “commodity pool” as defined in Section 1a(10) of the CEA and CFTC regulations thereunder that has total assets exceeding $10,000,000 or (b) an Eligible Contract Participant that can cause another person to qualify as an Eligible Contract Participant on the Eligibility Date under Section 1a(18)(A)(v)(II) of the CEA by entering into or otherwise providing a “letter of credit or keepwell, support, or other agreement” for purposes of Section 1a(18)(A)(v)(II) of the CEA.

“RCRA” shall mean the Resource Conservation and Recovery Act, 42 U.S.C. §§ 6901 et seq., as same may be amended from time to time.

“Real Property” shall mean all of the real property that are now or hereafter owned or leased by any Loan Party, together with all fixtures and improvements thereon.

“Receivables” shall mean and include, as to each Loan Party, all of such Loan Party’s accounts (as defined in Article 9 of the Uniform Commercial Code) and all of such Loan Party’s contract rights, instruments (including those evidencing indebtedness owed to such Loan Party by its Affiliates), documents, chattel paper (including electronic chattel paper), general intangibles relating to accounts, contract rights, instruments, documents and chattel paper, and drafts and acceptances, credit card receivables and all other forms of obligations owing to such Loan Party

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arising out of or in connection with the sale or lease of Inventory or the rendition of services, all supporting obligations, guarantees and other security therefor, whether secured or unsecured, now existing or hereafter created, and whether or not specifically sold or assigned to Agent hereunder.

“Receivables Advance Rate” shall have the meaning set forth in Section 2.1(a)(y)(i)(B).

“Register” shall have the meaning set forth in Section 16.3(e).

“Reimbursement Obligation” shall have the meaning set forth in Section 2.13(b).

“Related Person” shall mean, with respect to a particular Person: (a) each other member of an individual’s Family; (b) any Person that is directly or indirectly controlled by such individual and/or any one or more members of such individual’s Family; (c) any Person with respect to which such Person and/or one or more members of such Person’s Family and/or all Related Persons thereto, collectively, constitute at least a majority of the executors or trustees thereof (or in a similar capacity); and (d) any Person that is an estate planning vehicle (such as a trust) of which such Person and/or one or more members of such Person’s Family and/or any Related Persons thereto, collectively, are substantial beneficiaries.

“Release” shall have the meaning set forth in Section 5.6(c)(i).

“Reportable Compliance Event” shall mean that: (a) any Covered Entity becomes a Sanctioned Person; (b) any Covered Entity is charged by indictment, criminal complaint, or similar charging instrument, under any Anti-Corruption Law, Anti-Money Laundering Law, International Trade Law or Sanctions, provided, that such event shall be reportable only if the relevant authority has not requested the relevant entity to keep such charge confidential; (c) any Covered Entity engages in a transaction that has caused or would cause any Person hereunder (including the Agent, the Issuer, the Lenders, and any underwriter, advisor, investor, or otherwise) to be in material violation of any applicable Anti-Corruption Law or International Trade Law, including a Covered Entity’s use of any proceeds of the Advances hereunder to directly or indirectly fund any activities or business of, with, or for the benefit of any Person that is a Sanctioned Person, or to fund or facilitate any activities or business of or in any Sanctioned Jurisdiction; (d) any Covered Entity engages in a transaction that has caused or would cause any Person hereunder (including the Agent, the Issuer, the Lenders, and any underwriter, advisor, investor, or otherwise) to be in violation of any applicable Sanctions, including a Covered Entity’s use of any proceeds of the Advances hereunder to directly or indirectly fund any activities or business of, with, or for the benefit of any Person that is a Sanctioned Person, or to fund or facilitate any activities or business of or in any Sanctioned Jurisdiction; (e) any pledged Collateral qualifies as Blocked Property; or (f) any Covered Entity becomes subject to an investigation by, or receives any written inquiry from any, Governmental Body, as a result of any failure to comply (or alleged failure to comply) with any Anti-Corruption Law, International Trade Law or Sanctions.

“Reportable ERISA Event” shall mean a reportable event described in Section 4043(c) of ERISA or the regulations promulgated thereunder.

“Required Contribution Date” shall have the meaning set forth in Section 6.5(b).

“Required Lenders” shall mean Lenders (not including Swing Loan Lender (in its capacity as such Swing Loan Lender) or any Defaulting Lender) holding at least 50.1% of (a) prior to the

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termination of all Revolving Commitments of Lenders hereunder, the aggregate Revolving Commitment Amounts of all Lenders (excluding any Defaulting Lender), or (b) on and after the termination of all Revolving Commitments of Lenders hereunder, the sum of the outstanding Revolving Advances and Swing Loans, plus the Maximum Undrawn Amount of all outstanding Letters of Credit; provided, however, if there are fewer than three (3) Lenders, Required Lenders shall mean all Lenders (excluding any Defaulting Lender and it being understood that all Lenders that are Affiliates shall count as one (1) Lender for the purposes of this proviso).

“Revolving Advances” shall mean Advances made other than Letters of Credit and the Swing Loans.

“Revolving Commitment” shall mean, as to any Lender, the obligation of such Lender (if applicable), to make Revolving Advances and participate in Swing Loans and Letters of Credit, in an aggregate principal and/or face amount not to exceed the Revolving Commitment Amount (if any) of such Lender.

“Revolving Commitment Amount” shall mean, (i) as to any Lender other than a New Lender, the Revolving Commitment amount (if any) set forth opposite such Lender’s name on Schedule 1.2(b) (or, in the case of any Lender that became party to this Agreement after the Closing Date pursuant to Section 16.3(c) or (d), the Revolving Commitment amount (if any) of such Lender as set forth in the applicable Revolving Commitment Transfer Supplement), and (ii) as to any Lender that is a New Lender, the Revolving Commitment amount provided for in the joinder signed by such New Lender under Section 2.23(a)(x), in each case as the same may be adjusted upon any increase by such Lender pursuant to Section 2.23 hereof, or any assignment by or to such Lender pursuant to Section 16.3(c) or (d) hereof.

“Revolving Commitment Percentage” shall mean, (i) as to any Lender other than a New Lender, the Revolving Commitment Percentage (if any) set forth opposite such Lender’s name on Schedule 1.2(b) (or, in the case of any Lender that became party to this Agreement after the Closing Date pursuant to Section 16.3(c) or (d), the Revolving Commitment Percentage (if any) of such Lender as set forth in the applicable Revolving Commitment Transfer Supplement), and (ii) as to any Lender that is a New Lender, the Revolving Commitment Percentage provided for in the joinder signed by such New Lender under Section 2.23(a)(ix), in each case as the same may be adjusted upon any increase in the Maximum Revolving Advance Amount pursuant to Section 2.23 hereof, or any assignment by or to such Lender pursuant to Section 16.3(c) or (d).

“Revolving Commitment Transfer Supplement” shall mean a document in the form of Exhibit 16.3 hereto, properly completed and otherwise in form and substance satisfactory to Agent by which the Purchasing Lender purchases and assumes a portion of the obligation of Lenders to make Advances under this Agreement.

“Revolving Credit Note” shall mean, collectively, the promissory notes referred to in Section 2.1(a), as each may be amended, restated, supplemented or otherwise modified from time to time

“Revolving Interest Rate” shall mean (a) with respect to Revolving Advances that are Domestic Rate Loans and Swing Loans, an interest rate per annum equal to the sum of the

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Applicable Margin plus the Alternate Base Rate and (b) with respect to Revolving Advances that are Term SOFR Rate Loans, the sum of the Applicable Margin plus the Term SOFR Rate.

“Sanctions” shall mean all Laws administered or enforced by a Compliance Authority relating to economic and financial sanctions.

“Sanctioned Jurisdiction” shall mean, at any time, a country, area, territory, or jurisdiction that is the subject or target of comprehensive U.S. sanctions (which as of the Closing Date are Cuba, Iran, North Korea, Syria, Crimea, the so-called Donetsk People’s Republic and Luhansk People’s Republic and the Kherson and Zaporizhzhia regions of Ukraine).

“Sanctioned Person” shall mean any Person that is (a) located in, organized under the laws of, or ordinarily resident in a Sanctioned Jurisdiction; (b) identified on any sanctions-related list maintained by any Compliance Authority; or (c) owned 50% or more, in the aggregate, directly or indirectly by, controlled by, or acting for, on behalf of or at the direction of, one or more Persons described in clauses (a) or (b) above.

“SCF” shall mean SCF Machining Corporation, a corporation incorporated under the laws of Quebec.

“SCF Acquisition Agreement” shall mean that certain Equity Purchase Agreement, dated as of February 7, 2025, providing for the SCF Permitted Acquisition, together with all schedules and exhibits thereto.

“SCF Permitted Acquisition” shall mean the Permitted Acquisition by Innovex of all of the Equity Interests of SCF pursuant to the terms of the SCF Acquisition Agreement for a purchase price not to exceed $17,750,000.

 

“SEC” shall mean the Securities and Exchange Commission or any successor thereto.

“Second A&R Closing Date” shall have the meaning set forth in the Recitals.

“Second A&R Credit Agreement” shall have the meaning set forth in the Recitals.

“Secured Parties” shall mean, collectively, Agent, Issuer, Swing Loan Lender and Lenders, together with any Affiliates of Agent or any Lender to whom any Hedge Liabilities or Cash Management Liabilities are owed and with each other holder of any of the Obligations, and the respective successors and assigns of each of them.

“Securities Act” shall mean the Securities Act of 1933, as amended.

“Settlement” shall have the meaning set forth in Section 2.5(d).

“Settlement Date” shall have the meaning set forth in Section 2.5(d).

“SOFR” shall mean, for any day, a rate equal to the secured overnight financing rate as administered by the Federal Reserve Bank of New York (or a successor administrator of the secured overnight financing rate).

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“SOFR Determination Date” shall have the meaning set forth in the definition of Daily Simple SOFR.

“SOFR Floor” shall mean a rate of interest per annum equal to 0 basis points (0%).

“SOFR Rate Day” shall have the meaning set forth in the definition of Daily Simple SOFR.

“SOFR Reserve Percentage” shall mean, for any day, the maximum effective percentage in effect on such day, if any, as prescribed by the Board of Governors of the Federal Reserve System (or any successor) for determining the reserve requirements (including, without limitation, supplemental, marginal and emergency reserve requirements) with respect to SOFR funding.

“Specified Contribution” shall have the meaning set forth in Section 6.5(b).

“Sponsor” shall mean, collectively, (i) Amberjack Management, LLC, (ii) members of the executive management personnel of Amberjack Management, LLC, (iii) any spouse or descendant of any individual named in clause (ii), (iv) any other natural person who is a member of the Family of any such individual referenced in clauses (ii)-(iii) above, (v) any other natural person who has been adopted by any such individual referenced in (ii)-(iii) above, (vi) any Related Person of any such natural person referenced in clauses (ii)-(v) above, and (vii) any investment funds advised, managed or controlled by the foregoing and, in each case (whether individually or as a group), Affiliates of any of the foregoing (but excluding any operating portfolio companies of any of the foregoing).

“Subsidiary” shall mean, with respect to any Person, a corporation or other entity whose Equity Interests having ordinary voting power (other than Equity Interests having such power only by reason of the happening of a contingency) to elect a majority of the directors of such corporation, or other Persons performing similar functions for such entity, are owned, directly or indirectly, by such Person.

“Subsidiary Stock” shall mean (a) with respect to the Equity Interests issued to a Loan Party by any Subsidiary (other than a Foreign Subsidiary), 100% of such issued and outstanding Equity Interests; (b) with respect to any Equity Interests issued to a Loan Party by any Foreign Subsidiary, (i) 100% of such issued and outstanding Equity Interests not entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) and (ii) 65.00% (or such greater percentage that, due to a change in an Applicable Law after the date hereof, (x) could not reasonably be expected to cause the undistributed earnings of such Foreign Subsidiary as determined for United States federal income tax purposes to be treated as a deemed dividend to such Loan Party and (y) could not reasonably be expected to cause any material adverse tax consequences to any Loan Party) of such issued and outstanding Equity Interests entitled to vote (within the meaning of Treas. Reg. Section 1.956‑2(c)(2)).

 

“Swap” shall mean any “swap” as defined in Section 1a(47) of the CEA and regulations thereunder other than (a) a swap entered into on, or subject to the rules of, a board of trade designated as a contract market under Section 5 of the CEA, or (b) a commodity option entered into pursuant to CFTC Regulation 32.3(a).

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“Swap Obligation” shall mean any obligation to pay or perform under any agreement, contract or transaction that constitutes a Swap which is also a Lender-Provided Interest Rate Hedge, or a Lender-Provided Foreign Currency Hedge.

“Swing Loan Lender” shall mean PNC, in its capacity as lender of the Swing Loans.

“Swing Loan Note” shall mean the promissory note described in Section 2.3(a).

“Swing Loans” shall mean the Advances made pursuant to Section 2.3.

“Tax Distributions” shall mean (i) if and for so long as any Loan Party is a member of an affiliated, consolidated, combined or unitary group for U.S. federal, state or non-U.S. income Tax purposes filing a consolidated, combined or unitary Tax return with any of its direct or indirect owners as the reporting parent entity of such group, the amount equal to the portion of such consolidated or combined Taxes that is attributable to such Loan Party or any of its Subsidiaries in an aggregate amount not to exceed the amount that would have been payable by such Loan Party or its applicable Subsidiaries in respect of such Taxes had such Loan Party and its applicable Subsidiaries been a stand-alone taxpayer or a stand-alone tax group for all relevant taxable periods beginning on or after the Closing Date, reduced by any such Taxes paid directly by such Loan Party or its Subsidiaries, and for the avoidance of doubt, taking into account any available Tax attributes (such as net operating losses) of such Loan Party and its Subsidiaries; and (ii) if and for so long as any Loan Party is classified for U.S. federal, state or local income Tax purposes as a partnership or any other entity that is a pass-through entity or disregarded entity, the additional federal, state or local income Taxes assumed to be payable by a member of any Loan Party as a result of the taxable income of such Loan Party that gets allocated to such member due to such Loan Party’s status for federal, state or local income Tax purposes as a partnership or any other entity that is a pass-through entity or disregarded entity for federal, state and local income Tax purposes (as applicable) but only for so long as such Loan Party continues to be so treated as a pass-through entity or disregarded entity for federal, state and local income tax purposes, as evidenced and substantiated by the tax returns filed by such Loan Party (as applicable), with such income Taxes assumed to be payable by a member of any Loan Party being calculated for all members at the highest combined marginal federal, state and local income Tax rate applicable to the taxable income of the applicable member at issue for which such tax is being calculated that is allocated to the member of the Loan Party, taking into consideration (A) the character and nature of such income (i.e., whether such income is subject to income Tax at capital gains rates, ordinary income rates or any special rates, and whether Section 1061 of the Code applies to such member), (B) losses previously allocated to each such member by such Loan Party to the extent such losses have not previously been applied to reduce the Tax Distribution hereunder, provided that capital losses and capital loss carry forwards shall be taken into account only to the extent they are currently usable to offset income or gain allocated by such Loan Party to a member, and (C) the deduction under Section 199A of the Code in respect of the taxable income of the Loan Parties.

“Taxes” shall mean all present or future taxes, levies, imposts, duties, deductions, withholdings, assessments, fees or other charges imposed by any Governmental Body, including any interest, additions to tax or penalties applicable thereto.

“Tercel” shall mean Tercel Oilfield Products USA L.L.C., a Texas limited liability company.

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“Term” shall have the meaning set forth in Section 13.1.

“Term SOFR Administrator” shall mean CME Group Benchmark Administration Limited (CBA) (or a successor administrator of the Term SOFR Reference Rate selected by the Agent in its reasonable discretion).

“Term SOFR Determination Date” shall have the meaning set forth in the definition of Term SOFR Rate.

“Term SOFR Rate” shall mean, with respect to any Term SOFR Rate Loan for any Interest Period, the interest rate per annum determined by the Agent by dividing (the resulting quotient rounded upwards, at the Agent’s discretion, to the nearest 1/100th of 1%) (A) the Term SOFR Reference Rate for a tenor comparable to such Interest Period on the day (the “Term SOFR Determination Date”) that is two (2) Business Days prior to the first day of such Interest Period, as such rate is published by the Term SOFR Administrator, by (B) a number equal to 1.00 minus the SOFR Reserve Percentage. If the Term SOFR Reference Rate for the applicable tenor has not been published or replaced with a Benchmark Replacement by 5:00 p.m. (Pittsburgh, Pennsylvania time) on the Term SOFR Determination Date, then the Term SOFR Reference Rate, for purposes of clause (A) in the preceding sentence, shall be the Term SOFR Reference Rate for such tenor on the first Business Day preceding such Term SOFR Determination Date for which such Term SOFR Reference Rate for such tenor was published in accordance herewith, so long as such first preceding Business Day is not more than three (3) Business Days prior to such Term SOFR Determination Date. If the Term SOFR Rate, determined as provided above, would be less than the SOFR Floor, then the Term SOFR Rate shall be deemed to be the SOFR Floor. The Term SOFR Rate shall be adjusted automatically without notice to the Borrower on and as of (i) the first day of each Interest Period, and (ii) the effective date of any change in the SOFR Reserve Percentage.

“Term SOFR Rate Loan” shall mean an Advance that bears interest based on Term SOFR Rate.

“Term SOFR Reference Rate” shall mean the forward-looking term rate based on SOFR.

“Termination Event” shall mean: (a) a Reportable ERISA Event with respect to any Plan; (b) the withdrawal of any Loan Party or any member of the Controlled Group from a Plan during a plan year in which such entity was a “substantial employer” as defined in Section 4001(a)(2) of ERISA or a cessation of operations that is treated as such a withdrawal under Section 4062(e) of ERISA; (c) the providing of notice of intent to terminate a Plan in a distress termination described in Section 4041(c) of ERISA; (d) the commencement of proceedings by the PBGC to terminate a Plan; (e) any event or condition (i) which might constitute grounds under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Plan, or (ii) that may result in termination of a Multiemployer Plan pursuant to Section 4041A of ERISA; (f) the partial or complete withdrawal within the meaning of Section 4203 or 4205 of ERISA, of any Loan Party or any member of the Controlled Group from a Multiemployer Plan; (g) notice that a Multiemployer Plan is subject to Section 4245 of ERISA; or (h) the imposition of any liability under Title IV of ERISA, other than for PBGC premiums due but not delinquent, upon any Loan Party or any member of the Controlled Group.

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“TIW” shall mean TIW LLC, a Delaware limited liability company.

“Toxic Substance” shall mean and include any material present on the Real Property which has been shown to have significant adverse effect on human health or which is subject to regulation under the Toxic Substances Control Act (TSCA), 15 U.S.C. §§ 2601 et seq., or any other Applicable Laws now in force or hereafter enacted relating to toxic substances. “Toxic Substance” includes but is not limited to asbestos, polychlorinated biphenyls (PCBs) and lead-based paints.

“Trademark and Patent Security Agreement” shall mean that certain Fourth Amended and Restated Trademark and Patent Security Agreement, dated on or after the Closing Date, executed by certain Loan Parties in favor of Agent for its benefit and the ratable benefit of Lenders, in form and substance satisfactory to Agent, as may be amended, amended and restated, supplemented or otherwise modified from time to time.

“Transaction Conditions” shall mean the satisfaction by the Loan Parties of each of the following conditions to the satisfaction of Agent in its Permitted Discretion as of the date of any applicable proposed transaction or payment:

(a) no Default or Event of Default is then in existence or would otherwise result from the making of any such proposed transaction or payment;

(b)(i)(A) after giving effect to the making of any such proposed transaction or payment, during each day of the immediately preceding thirty (30) day period, Excess Availability on a pro forma basis shall have been no less than the lesser of (I) twenty-five percent (25%) of the Line Cap and (II) $45,000,000 and (B) immediately after giving effect to the making of any such proposed transaction or payment, Excess Availability on a pro forma basis is no less than the lesser of (I) twenty-five percent (25%) of the Line Cap and (II) $45,000,000; or

(b)(ii)(A) after giving effect to the making of any such proposed transaction or payment, during each day of the immediately preceding thirty (30) day period, Excess Availability on a pro forma basis shall have been no less than the lesser of (I) twenty percent (20%) of the Line Cap and (II) $35,000,000, (B) immediately after giving effect to the making of any such proposed transaction or payment, Excess Availability on a pro forma basis is no less than the least of (I) twenty percent (20%) of the Line Cap and (II) $35,000,000, (C) immediately after giving effect to the making of any such proposed transaction or payment, for the most recent four (4) fiscal quarter period for which financial statements have been delivered pursuant to Section 9.8, the Fixed Charge Coverage Ratio (regardless of whether an FCCR Testing Period is in effect) on a pro forma basis is not less than 1.20 to 1.00 and (D) immediately after giving effect to the making of any such proposed transaction or payment, for the most recent four (4) fiscal quarter period for which financial statements have been delivered pursuant to Section 9.8, the Leverage Ratio on a pro forma basis is not greater than 3.50 to 1.00; and

(c) Loan Parties shall deliver to Agent a compliance certificate with reasonably detailed calculations certifying to the satisfaction of the foregoing clause (a) and the satisfaction of either the foregoing clause (b)(i) or the foregoing clause (b)(ii).

“Transactions” shall have the meaning set forth in Section 5.4(a).

“Transferee” shall have the meaning set forth in Section 16.3(d).

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“Unbilled Receivables Advance Rate” shall have the meaning set forth in Section 2.1(a)(y)(ii).

“Unfinanced Capital Expenditures” shall mean all Capital Expenditures other than those made utilizing financing provided by the applicable seller or third-party lenders. For the avoidance of doubt, Capital Expenditures made by a Borrower utilizing proceeds of Revolving Advances shall be deemed Unfinanced Capital Expenditures.

“Uniform Commercial Code” shall have the meaning set forth in Section 1.3.

“USA PATRIOT Act” shall mean the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, Public Law 107‑56, as the same has been, or shall hereafter be, renewed, extended, amended or replaced.

“Usage Amount” shall have the meaning set forth in Section 3.3 hereof.

 

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

“U.S. Person” shall mean any Person that is a “United States Person” as defined in section 7701(a)(30) of the Code.

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The amount derived from the sum of (x) Sections 2.1(a)(y)(i), (ii) and (iii) minus (y) Sections 2.1(a)(y)(iv) and (v) at any time and from time to time shall be referred to as the “Formula Amount”. The Revolving Advances shall be evidenced by one or more secured promissory notes (collectively, the “Revolving Credit Note”) substantially in the form attached hereto as Exhibit 2.1(a). Notwithstanding anything to the contrary contained in the foregoing or otherwise in this Agreement, the outstanding aggregate principal amount of Swing Loans and the Revolving Advances at any one time outstanding shall not exceed an amount equal to the lesser of (i) the Maximum Revolving Advance Amount less the Maximum Undrawn Amount of all outstanding Letters of Credit less reserves established hereunder or (ii) the Formula Amount.

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(A) Defaulting Lender’s Participation Commitment in the outstanding Swing Loans and of the Maximum Undrawn Amount of all outstanding Letters of Credit shall be reallocated among Non-Defaulting Lenders holding Revolving Commitments in proportion to the respective Revolving Commitment Percentages of such Non-Defaulting Lenders to the extent (but only to the extent) that (x) such reallocation does not cause the aggregate sum of outstanding Revolving Advances made by any such Non-Defaulting Lender holding a Revolving Commitment plus such ▇▇▇▇▇▇’s reallocated Participation Commitment in the outstanding Swing Loans plus such ▇▇▇▇▇▇’s reallocated Participation Commitment in the aggregate Maximum Undrawn Amount of all outstanding Letters of Credit to exceed the Revolving Commitment Amount of any such Non-Defaulting Lender, and (y) no Default or Event of Default has occurred and is continuing at such time;

(B) if the reallocation described in clause (A) above cannot, or can only partially, be effected, Borrower shall within one Business Day following notice by Agent (x) first, prepay any outstanding Swing Loans that cannot be reallocated, and (y) second, cash

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collateralize for the benefit of Issuer, ▇▇▇▇▇▇▇▇’s obligations corresponding to such Defaulting Lender’s Participation Commitment in the Maximum Undrawn Amount of all Letters of Credit (after giving effect to any partial reallocation pursuant to clause (A) above) in accordance with Section 3.2(b) for so long as such Obligations are outstanding;

(C) if Borrower cash collateralizes any portion of such Defaulting Lender’s Participation Commitment in the Maximum Undrawn Amount of all Letters of Credit pursuant to clause (B) above, Borrower shall not be required to pay any fees to such Defaulting Lender pursuant to Section 3.2(a) with respect to such Defaulting Lender’s Revolving Commitment Percentage of Maximum Undrawn Amount of all Letters of Credit during the period such Defaulting Lender’s Participation Commitment in the Maximum Undrawn Amount of all Letters of Credit are cash collateralized;

(D) if Defaulting Lender’s Participation Commitment in the Maximum Undrawn Amount of all Letters of Credit is reallocated pursuant to clause (A) above, then the fees payable to Lenders holding Revolving Commitments pursuant to Section 3.2(a) shall be adjusted and reallocated to Non-Defaulting Lenders holding Revolving Commitments in accordance with such reallocation; and

(E) if all or any portion of such Defaulting Lender’s Participation Commitment in the Maximum Undrawn Amount of all Letters of Credit is neither reallocated nor cash collateralized pursuant to clauses (A) or (B) above, then, without prejudice to any rights or remedies of Issuer or any other Lender hereunder, all Letter of Credit Fees payable under Section 3.2(a) with respect to such Defaulting Lender’s Revolving Commitment Percentage of the Maximum Undrawn Amount of all Letters of Credit shall be payable to the Issuer (and not to such Defaulting Lender) until (and then only to the extent that) such Participation Commitment in the Maximum Undrawn Amount of all Letters of Credit is reallocated and/or cash collateralized; and

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(a) Borrower shall pay the amounts required to be paid in any Fee Letter in the manner and at the times required by any such Fee Letter.

(b) All of the documented fees and out-of-pocket costs and expenses of any appraisals conducted pursuant to Section 4.7 shall be paid for when due, in accordance with Section 9.18, in full and without deduction, off-set or counterclaim by Loan Parties.

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and the result of any of the foregoing is to increase the cost to Agent, Swing Loan Lender, any Lender or Issuer of making, converting to, continuing, renewing or maintaining its Advances hereunder by an amount that Agent, Swing Loan Lender, such Lender or Issuer deems to be material or to reduce the amount of any payment (whether of principal, interest or otherwise) in respect of any of the Advances by an amount that Agent, Swing Loan Lender or such Lender or Issuer deems to be material, then, in any case Borrower shall promptly pay Agent, Swing Loan Lender, such Lender or Issuer, upon its demand, such additional amount as will compensate Agent, Swing Loan Lender or such Lender or Issuer for such additional cost or such reduction, as the case may be, provided that the foregoing shall not apply to increased costs which are reflected in the Term SOFR Rate, as the case may be. Agent, Swing Loan Lender, such Lender or Issuer shall certify the amount of such additional cost or reduced amount to Borrower and such certification shall be conclusive absent manifest error.

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then Agent shall give Borrower prompt written or telephonic notice of such determination. If such notice is given prior to a Benchmark Replacement Date (as defined below), (i) any such requested Term SOFR Rate Loan shall be made as a Domestic Rate Loan, unless Borrower shall notify Agent no later than 1:00 p.m. two (2) Business Days prior to the date of such proposed borrowing, that its request for such borrowing shall be cancelled or made as an unaffected type of Term SOFR Rate Loan, (ii) any Domestic Rate Loan or Term SOFR Rate Loan which was to have been converted to an affected type of Term SOFR Rate Loan shall be continued as or converted into a Domestic Rate Loan, or, if Borrower shall notify Agent, no later than 1:00 p.m. two (2) Business Days prior to the proposed conversion, shall be maintained as an unaffected type of Term SOFR Rate Loan, and (iii) any outstanding affected Term SOFR Rate Loans shall be converted into a Domestic Rate Loan, or, if Borrower shall notify Agent, no later than 1:00 p.m. two (2) Business Days prior to the last Business Day of the then current Interest Period applicable to such affected Term SOFR Rate Loan, shall be converted into an unaffected type of Term SOFR Rate Loan, on the last Business Day of the then current Interest Period for such affected Term SOFR Rate Loans (or sooner, if any Lender cannot continue to lawfully maintain such affected Term SOFR Rate Loan). Until such notice has been withdrawn, Lenders shall have no obligation to make an affected type of Term SOFR Rate Loan or maintain outstanding affected Term SOFR Rate Loans and no Borrower shall have the right to convert a Domestic Rate Loan or an unaffected type of Term SOFR Rate Loan into an affected type of Term SOFR Rate Loan.

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“Available Tenor” means, as of any date of determination and with respect to the then-current Benchmark, as applicable if such Benchmark is a term rate, any tenor for such Benchmark (or component thereof) that is or may be used for determining the length of an interest period pursuant to this Agreement as of such date and not including, for the avoidance of doubt, any tenor of such Benchmark that is then-removed from the definition of “Interest Period” pursuant to paragraph (iv) of this Section 3.8(b).

 

“Benchmark” means, initially, SOFR and the Term SOFR Reference Rate; provided that if a Benchmark Transition Event has occurred with respect to a then-current Benchmark, then “Benchmark” means the applicable Benchmark Replacement to the extent that such Benchmark Replacement has replaced such prior benchmark rate pursuant to this Section 3.8(b). Any reference to “Benchmark” shall include, as applicable, the published component used in the calculation thereof.

“Benchmark Replacement” means, with respect to any Benchmark Transition Event, the first alternative set forth in the order below that can be determined by the Agent for the applicable Benchmark Replacement Date:

 

 

 

provided that, if the Benchmark Replacement as determined pursuant to clause (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 Documents; provided further that any Benchmark Replacement shall be administratively feasible as determined by the Agent in its sole discretion.

 

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

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“Benchmark Replacement Date” means a date and time determined by the Agent, which date shall be no later than the earliest to occur of the following events with respect to the then-current Benchmark:

 

(1) in the case of clause (1) or (2) of the definition of “Benchmark Transition Event,” the later of (A) the date of the public statement or publication of information referenced therein and (B) the date on which the administrator of such Benchmark (or the published component used in the calculation thereof) permanently or indefinitely ceases to provide such Benchmark (or such component thereof) or, if such Benchmark is a term rate or is based on a term rate, all Available Tenors of such Benchmark (or such component thereof); or

 

(2) in the case of clause (3) of the definition of “Benchmark Transition Event,” the date determined by the Agent, which date shall promptly follow the date of the public statement or publication of information referenced therein.

 

For the avoidance of doubt, if such Benchmark is a term rate or is based on a term rate, the “Benchmark Replacement Date” will be deemed to have occurred in the case of clause (1) or (2) with respect to any Benchmark upon the occurrence of the applicable event or events set forth therein with respect to all then-current Available Tenors of such Benchmark (or the published component used in the calculation thereof).

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

 

(1) a public statement or publication of information by or on behalf of the administrator of such Benchmark (or the published component used in the calculation thereof) announcing that such administrator has ceased or will cease to provide such Benchmark (or component thereof) or, if such Benchmark is a term rate or is based on a term rate, all Available Tenors of such Benchmark (or such component thereof), permanently or indefinitely, provided that, at the time of such statement or publication, there is no successor administrator that will continue to provide any Available Tenor of such Benchmark (or such component thereof);

 

(2) a public statement or publication of information by a Governmental Body having jurisdiction over the Agent, the regulatory supervisor for the administrator of such Benchmark (or the published component used in the calculation thereof), the Federal Reserve Board, the Federal Reserve Bank of New York, an insolvency official with jurisdiction over the administrator for such Benchmark (or such component), a resolution authority with jurisdiction over the administrator for such Benchmark (or such component) or a court or an entity with similar insolvency or resolution authority over the administrator for such Benchmark (or such component), which states that the administrator of such Benchmark (or such component) has ceased or will cease to provide such Benchmark (or such component thereof) or, if such Benchmark is a term rate or is based on a term rate, all Available Tenors of such Benchmark (or such component thereof) permanently or indefinitely, provided that, at the time of such statement or publication, there is no successor administrator that will continue to provide such Benchmark (or such component thereof) or, if such Benchmark is a term rate or based on a term rate, any Available Tenor of such Benchmark (or such component thereof); or

 

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(3) a public statement or publication of information by the regulatory supervisor for the administrator of such Benchmark (or the published component used in the calculation thereof) or a Governmental Body having jurisdiction over the Agent announcing that such Benchmark (or component thereof) or, if such Benchmark is a term rate or is based on a term rate, all Available Tenors of such Benchmark (or such component thereof) are not, or as of a specified future date will not be, representative.

 

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

“Benchmark Unavailability Period” means the period (if any) (x) beginning at the time that a Benchmark Replacement Date has occurred if, at such time, no Benchmark Replacement has replaced the then-current Benchmark for all purposes hereunder and under any Other Document in accordance with this Section 3.8(b) and (y) ending at the time that a Benchmark Replacement has replaced the then-current Benchmark for all purposes hereunder and under any Other Document in accordance with this Section 3.8(b).

“Floor” means the benchmark rate floor, if any, provided in this Agreement initially (as of the execution of this Agreement, the modification, amendment or renewal of this Agreement or otherwise) with respect to the Term SOFR Rate or, if no floor is specified, zero.

 

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

“Unadjusted Benchmark Replacement” means the applicable Benchmark Replacement excluding the related Benchmark Replacement Adjustment.

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(A) two (2) duly completed valid originals of IRS Form W-8BEN (or any successor form) or Form W-8BEN-E (or any successor form), as applicable, claiming eligibility for benefits of an income tax treaty to which the United States of America is a party,

(B) two (2) duly completed valid originals of IRS Form W-8ECI (or any successor form),

(C) in the case of a Foreign Lender claiming the benefits of the exemption for portfolio interest under section 881(c) of the Code, (x) a certificate to the effect that such Foreign Lender is not (A) a “bank” within the meaning of section 881(c)(3)(A) of the Code, (B) a “10 percent shareholder” of Borrower within the meaning of section 881(c)(3)(B) of the Code, or (C) a “controlled foreign corporation” described in section 881(c)(3)(C) of the Code (a “U.S. Tax Compliance Certificate”) and (y) two duly completed valid originals of IRS Form W-8BEN (or any successor form) or Form W-8BEN-E (or any successor forms), as applicable,

(D) to the extent a Foreign Lender is not the beneficial owner, properly completed and executed originals of IRS Form W-8IMY (or any successor form), accompanied by IRS Form W-8ECI (or any successor form), IRS Form W-8BEN (or any successor form), IRS Form W-8BEN-E (or any successor form), a U.S. Tax Compliance Certificate reasonably acceptable to Agent and Borrower, IRS Form W-9 (or any successor form),

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and/or other certification documents from each beneficial owner, as applicable; provided that if the Foreign Lender is a partnership and one or more direct or indirect partners of such Foreign Lender are claiming the portfolio interest exemption, such Foreign Lender may provide a U.S. Tax Compliance Certificate reasonably acceptable to Agent and Borrower on behalf of each such direct and indirect partner,

(E) any other form prescribed by Applicable Law as a basis for claiming exemption from or a reduction in U.S. Federal withholding Tax duly completed together with such supplementary documentation as may be prescribed by Applicable Law to permit the Borrower to determine the withholding or deduction required to be made, or

(F) to the extent that any Lender is not a Foreign Lender, such Lender shall submit to Agent two (2) originals of an IRS Form W-9 (or any successor form) certifying that such Lender is exempt from U.S. federal backup withholding tax.

(iii) For purposes of this Section 3.10(e), the term “Lender” includes any Swing Loan Lender and Issuer.

Each Lender, Swing Loan Lender, Participant, Issuer, and Agent agrees that if any form or certification it previously delivered expires or becomes obsolete or inaccurate in any respect, it shall update such form or certification or promptly notify Borrower and Agent in writing of its legal inability to do so.

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Each Loan Party represents and warrants as follows:

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Each Loan Party shall, until payment in full of the Obligations (excluding contingent indemnification Obligations to the extent no unsatisfied claim giving rise thereto has been asserted) and termination of this Agreement:

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No Loan Party or Subsidiary thereof shall, until satisfaction in full of the Obligations (excluding contingent indemnification Obligations to the extent no unsatisfied claim giving rise thereto has been asserted) and termination of this Agreement:

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Each request for an Advance by the Borrower hereunder shall constitute a representation and warranty by each Loan Party as of the date of such Advance that the conditions contained in this Section shall have been satisfied.

Each Loan Party shall, or as applicable (except with respect to Section 9.11) shall cause Borrower on its behalf to, until satisfaction in full of the Obligations and the termination of this Agreement:

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The occurrence of any one or more of the following events shall constitute an “Event of Default”:

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FIRST, to the payment of all reasonable out-of-pocket costs and expenses (including reasonable attorneys’ fees) of Agent payable under this Agreement and the Other Documents, and any Out-of-Formula Loans and Protective Advances funded by Agent with respect to the Collateral under or pursuant to the terms of this Agreement;

SECOND, to payment of any fees owed to Agent;

THIRD, to the payment of all reasonable out-of-pocket costs and expenses (including reasonable attorneys’ fees) of each of the Lenders to the extent owing to such Lender pursuant to the terms of this Agreement;

FOURTH, to the payment of all of the Obligations consisting of accrued interest on account of the Swing Loans;

FIFTH, to the payment of the outstanding principal amount of the Obligations consisting of Swing Loans;

SIXTH, to the payment of all Obligations arising under this Agreement and the Other Documents consisting of accrued fees and interest (other than interest in respect of Swing Loans paid pursuant to clause FOURTH above);

SEVENTH, to the payment of the outstanding principal amount of the Obligations (other than principal in respect of Swing Loans paid pursuant to clause FIFTH above) arising under this Agreement (other than Cash Management Liabilities and Hedge Liabilities), including the payment or cash collateralization of any outstanding Letters of Credit in accordance with Section 3.2(b).

EIGHTH, to all other Obligations arising under this Agreement (other than Cash Management Liabilities and Hedge Liabilities) which shall have become due and payable (hereunder, under the Other Documents or otherwise) and not repaid pursuant to clauses “FIRST” through “SEVENTH” above;

NINTH, to any Cash Management Liabilities and Hedge Liabilities owing to Agent which shall have become due and payable or otherwise and not repaid pursuant to Clauses “FIRST” through “EIGHTH” above; and

TENTH, to all other Obligations which shall have become due and payable and not repaid pursuant to clauses “FIRST” through “NINTH”; and

ELEVENTH, to the payment of the surplus, if any, to whoever may be lawfully entitled to receive such surplus.

In carrying out the foregoing, (i) amounts received shall be applied in the numerical order provided until exhausted prior to application to the next succeeding category; (ii) each of the Lenders shall receive (so long as it is not a Defaulting Lender) an amount equal to its pro rata share (based on the proportion that the then outstanding Advances, Cash Management Liabilities and

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Hedge Liabilities held by such Lender bears to the aggregate then outstanding Advances, Cash Management Liabilities and Hedge Liabilities) of amounts available to be applied pursuant to clauses “SIXTH”, “SEVENTH”, “EIGHTH” and “TENTH” above; and, with respect to clause “NINTH” above, an amount equal to its pro rata share (based on the proportion that the then outstanding Cash Management Liabilities and Hedge Liabilities held by such Lender bears to the aggregate then outstanding Cash Management Liabilities and Hedge Liabilities); and (iii) notwithstanding anything to the contrary in this Section 11.5, no Swap Obligations of any Non-Qualifying Party shall be paid with amounts received from such Non-Qualifying Party under its Guaranty (including sums received as a result of the exercise of remedies with respect to such Guaranty) or from the proceeds of such Non-Qualifying Party’s Collateral if such Swap Obligations would constitute Excluded Hedge Liabilities, provided, however, that to the extent possible appropriate adjustments shall be made with respect to payments and/or the proceeds of Collateral from other Loan Parties that are Eligible Contract Participants with respect to such Swap Obligations to preserve the allocation to Obligations otherwise set forth above in this Section 11.5; and (iv) to the extent that any amounts available for distribution pursuant to clause “SEVENTH” above are attributable to the issued but undrawn amount of outstanding Letters of Credit, such amounts shall be held by Agent as cash collateral for the Letters of Credit pursuant to Section 3.2(b) and applied (A) first, to reimburse the Issuer from time to time for any drawings under such Letters of Credit and (B) then, following the expiration of all Letters of Credit, to all other obligations of the types described in clauses “SEVENTH,” “EIGHTH”, “NINTH”, and “TENTH” above in the manner provided in this Section 11.5.

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(a) If the Agent notifies a Lender, Issuer or other Secured Party, or any Person who has received funds on behalf of a Lender, Issuer or another Secured Party (any such Lender, Issuer, Secured Party or other recipient, a “Payment Recipient”) that the Agent has determined in its sole discretion (whether or not after receipt of any notice under Section 14.15(b)) that any funds received by such Payment Recipient from the Agent or any of its Affiliates were erroneously transmitted to, or otherwise erroneously or mistakenly received by, such Payment Recipient (whether or not known to such Lender, Issuer, other Secured Party or other Payment Recipient on its behalf) (any such funds, whether received as a payment, prepayment or repayment of principal, interest, fees, distribution or otherwise, individually and collectively, an “Erroneous Payment”) and demands the return of such Erroneous Payment (or a portion thereof), such Erroneous Payment shall at all times remain the property of the Agent and shall be segregated by the Payment Recipient and held in trust for the benefit of the Agent, and such Lender, Issuer or other Secured Party shall (or, with respect to any Payment Recipient who received such funds on its behalf, shall cause such Payment Recipient to) promptly, but in no event later than two (2) Business Days thereafter, return

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to the Agent the amount of any such Erroneous Payment (or portion thereof) as to which such a demand was made, in same day funds (in the currency so received), together with interest thereon in respect of each day from and including the date such Erroneous Payment (or portion thereof) was received by such Payment Recipient to the date such amount is repaid to the Agent in same day funds at the greater of the Effective Federal Funds Rate and a rate determined by the Agent in accordance with banking industry rules on interbank compensation from time to time in effect. A notice from the Agent to any Payment Recipient under this Section 14.15(a) shall be conclusive, absent manifest error.

(b) Without limiting Section 14.15(a), each Lender, Issuer or other Secured Party, or any Person who has received funds on behalf of a Lender, Issuer or other Secured Party hereby further agrees that if it receives a payment, prepayment or repayment (whether received as a payment, prepayment or repayment of principal, interest, fees, distribution or otherwise) from the Agent (or any of its Affiliates) (x) that is in an amount different than, or on a different date from, that specified in a notice of payment, prepayment or repayment sent by the Agent (or any of its Affiliates) with respect to such, prepayment or repayment (y) that was not preceded or accompanied by a notice of payment, prepayment or repayment sent by the Agent (or any of its Affiliates), or (z) that such Lender, Issuer or other Secured Party, or other such recipient, otherwise becomes aware was transmitted, or received, in error or by mistake (in whole or in part) in each case:

(i) (A) In the case of immediately preceding clauses (x) or (y), an error shall be presumed to have been made (absent written confirmation from the Agent to the contrary) or (B) an error has been made (in the case of immediately preceding clause (z)), in each case, with respect to such payment, prepayment or repayment; and

(ii) such Lender, Issuer or other Secured Party shall (and shall cause any other recipient that receives funds on its respective behalf to) promptly (and, in all events, within one (1) Business Day of its knowledge of such error) notify the Agent of its receipt of such payment, prepayment or repayment, the details thereof (in reasonable detail) and that it is so notifying the Agent pursuant to this Section 14.15(b),

(c) Each Lender, Issuer and other Secured Party hereby authorizes the Agent to set off, net and apply any and all amounts at any time owing to such Lender, Issuer or other Secured Party under any Other Document, or otherwise payable or distributable by the Agent to such Lender, Issuer or other Secured Party from any source, against any amount due to the Agent under Section 14.15(a) or under the indemnification provisions of this Agreement.

(d) In the event that an Erroneous Payment (or portion thereof) is not recovered by the Agent for any reason, after demand therefor by the Agent in accordance with Section 14.15(a), from any Lender or Issuer that has received such Erroneous Payment (or portion thereof) and/or from any Payment Recipient who received such Erroneous Payment (or portion thereof) on its respective behalf (such unrecovered amount, an “Erroneous Payment Return Deficiency”), upon the Agent’s notice to such Lender or Issuer at any time, (i) such Lender or Issuer shall be deemed to have assigned its Advances (but not its Revolving Commitments) of the relevant class with respect to which such Erroneous Payment was made (the “Erroneous Payment Impacted Class”)

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in an amount equal to the Erroneous Payment Return Deficiency (or such lesser amount as the Agent may specify) (such assignment of the Advances (but not Revolving Commitments) of the Erroneous Payment Impacted Class, the “Erroneous Payment Deficiency Assignment”) at par plus any accrued and unpaid interest (with the assignment fee to be waived by the Agent in such instance), and is hereby (together with the Loan Parties) deemed to execute and deliver an assignment and assumption with respect to such Erroneous Payment Deficiency Assignment, and such Lender or Issuer shall deliver any Notes evidencing such loans to the Borrower or the Agent, (ii) the Agent as the assignee Lender shall be deemed to acquire the Erroneous Payment Deficiency Assignment, (iii) upon such deemed acquisition, the Agent as the assignee Lender shall become a Lender or Issuer, as applicable, hereunder with respect to such Erroneous Payment Deficiency Assignment and the assigning Lender or assigning Issuer shall cease to be a Lender or Issuer, as applicable, hereunder with respect to such Erroneous Payment Deficiency Assignment, excluding for the avoidance of doubt, its obligations under the indemnification provisions of this Agreement and its applicable Revolving Commitments which shall survive as to such assigning Lender or assigning Issuer and (iv) the Agent may reflect in the Register its ownership interest in the loans subject to the Erroneous Payment Deficiency Assignment. The Agent may, in its discretion, sell any loans acquired pursuant to an Erroneous Payment Deficiency Assignment and upon receipt of the proceeds of such sale, the Erroneous Payment Return Deficiency owing by the applicable Lender or Issuer shall be reduced by the net proceeds of the sale of such loan (or portion thereof), and the Agent shall retain all other rights, remedies and claims against such Lender or Issuer (and/or against any recipient that receives funds on its respective behalf). For the avoidance of doubt, no Erroneous Payment Deficiency Assignment will reduce the Revolving Commitments of any Lender or Issuer and such Revolving Commitments shall remain available in accordance with the terms of this Agreement. In addition, each party hereto agrees that, except to the extent that the Agent has sold a loan (or portion thereof) acquired pursuant to an Erroneous Payment Deficiency Assignment, and irrespective of whether the Agent may be equitably subrogated, the Agent shall be contractually subrogated to all the rights and interests of the applicable Lender, Issuer or other Secured Party under the Other Documents with respect to such Erroneous Payment Return Deficiency (the “Erroneous Payment Subrogation Rights”).

(e) The parties hereto agree that an Erroneous Payment shall not pay, prepay, repay, discharge or otherwise satisfy any Obligations owed by the Borrower or any other Loan Party, except, in each case, to the extent such Erroneous Payment is, and solely with respect to the amount of such Erroneous Payment that is, comprised of funds received by the Agent from the Borrower or any other Loan Party for the purpose of making such Erroneous Payment.

(f) To the extent permitted by Applicable Law, no Payment Recipient shall assert any right or claim to an Erroneous Payment, and hereby waives, and is deemed to waive, any claim, counterclaim, defense or right of set-off or recoupment with respect to any demand, claim or counterclaim by the Agent for the return of any Erroneous Payment received, including without limitation, waiver of any defense based on “discharge for value” or any similar doctrine.

(g) Each party’s obligations under this Section 14.15 shall survive the resignation or replacement of the Agent, the termination of all of the Revolving Commitments and/or repayment, satisfaction or discharge of all Obligations (or any portion thereof) under any Other Document.

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(a) any change in the manner, place or terms of payment or performance, and/or any change or extension of the time of payment or performance of, release, renewal or alteration of, or any new agreements relating to any Obligation, any security therefor, or any liability incurred directly or indirectly in respect thereof, or any rescission of, or amendment, waiver or other modification of, or any consent to departure from, this Agreement or any Other Document, including any increase in the Obligations resulting from the extension of additional credit to any Loan Party or otherwise;

(b) any sale, exchange, release, surrender, loss, abandonment, realization upon any property by whomsoever at any time pledged or mortgaged to secure, or howsoever securing, all or any of the Obligations, and/or any offset there against, or failure to perfect, or continue the perfection of, any Lien in any such property, or delay in the perfection of any such Lien, or any amendment or waiver of or consent to departure from any other guaranty for all or any of the Obligations;

(c) the failure of Agent to assert any claim or demand or to enforce any right or remedy against any Loan Party or any other Loan Party or any other Person under the provisions of this Agreement or any Other Document or any other document or instrument executed and delivered in connection herewith or therewith;

(d) any settlement or compromise of any Obligation, any security therefor or any liability (including any of those hereunder) incurred directly or indirectly in respect thereof or hereof, and any subordination of the payment of all or any part thereof to the payment of any obligation (whether due or not) of any Loan Party to creditors of any Loan Party other than any other Loan Party;

(e) any manner of application of Collateral, or proceeds thereof, to all or any of the Obligations, or any manner of sale or other disposition of any Collateral for all or any of the Obligations or any other assets of any Loan Party;

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(f) the invalidity, irregularity, voidableness, voidness or unenforceability of this Agreement or any Other Document or any other agreement or instrument relating thereto, or of all or any part of the Obligations or of any collateral security therefor; and

(g) any other agreements or circumstance of any nature whatsoever that may or might in any manner or to any extent vary the risk of any Loan Party, or that might otherwise at law or in equity constitute a defense available to, or a discharge of, the Guaranty hereunder and/or the obligations of any Loan Party, or a defense to, or discharge of, any Loan Party or any other Person or party hereto or the Obligations or otherwise with respect to the Advances or other financial accommodations to Loan Parties pursuant to this Agreement and/or the Other Documents.

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(x) modify or waive Section 11.5, Section 2.5(e) or any other provision of this Agreement requiring the pro rata sharing of payments among Lenders or the order of application of payments without the consent of all Lenders; or

(xi) release any Guarantor from its obligations hereunder or under any Other Document without the consent of all Lenders.

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(h) Notwithstanding anything to the contrary contained in this Agreement, no Lender may assign or transfer any of its rights or obligations under this Agreement to any (i) Loan Party or any of any Loan Party’s Affiliates or Subsidiaries, (ii) Defaulting Lender or any of its Subsidiaries, or any Person who, upon becoming a Lender hereunder, would constitute a Defaulting Lender or a Subsidiary thereof or (iii) natural person (or a holding company, investment vehicle or trust for, or owned and operated for the primary benefit of, a natural person).

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Any Lender giving a Notice to Borrower or any other Loan Party shall concurrently send a copy thereof to Agent, and Agent shall promptly notify the other Lenders of its receipt of such Notice.

PNC Bank, National Association

▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇

Dallas, TX 75201

Attention: Relationship Manager (Innovex)

Telephone: ▇▇▇-▇▇▇-▇▇▇▇

Facsimile: ▇▇▇-▇▇▇-▇▇▇▇

 

with a copy to:

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PNC Bank, National Association

PNC Agency Services

PNC Firstside Center

▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ (Mailstop: P7-PFSC-04-1)

Pittsburgh, Pennsylvania 15219

Attention: ▇▇▇▇ ▇▇▇▇▇▇▇▇▇

Telephone: (▇▇▇) ▇▇▇.▇▇▇▇

Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇

 

with an additional copy to:

 

Holland & Knight LLP

One Arts Plaza

▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇

Dallas, Texas 75201

Attention: ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇

Telephone: (▇▇▇) ▇▇▇-▇▇▇▇

Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇

 

Innovex Downhole Solutions, Inc.

▇▇▇▇ ▇. ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇

Houston, Texas 77032

Attention: ▇▇▇▇▇▇ ▇▇▇▇

Telephone: ▇▇▇-▇▇▇-▇▇▇▇

Email: ▇▇▇▇▇▇.▇▇▇▇@▇▇▇▇▇▇▇-▇▇▇.▇▇▇

 

with a copy to:

 

Akin Gump ▇▇▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇ LLP

▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇, ▇▇▇▇ ▇▇▇▇▇

Houston, Texas 77002

Attention: ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇@▇▇▇▇▇▇▇▇.▇▇▇

Telephone: (▇▇▇) ▇▇▇-▇▇▇▇

 

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Each of the parties has signed this Agreement as of the day and year first above written.

BORROWER:	INNOVEX INTERNATIONAL, INC.
	By: /s/ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇: ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇: Chief Financial Officer
GUARANTORS:
	DOWNHOLE WELL SOLUTIONS, LLC   By: /s/ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇: ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇: Chief Financial Officer   TERCEL OILFIELD PRODUCTS USA L.L.C.   By: /s/ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇: ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇: Chief Financial Officer   DRIL-QUIP HOLDINGS LLC   By: /s/ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇: ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇: Chief Financial Officer   TIW LLC   By: /s/ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇: ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇: Chief Financial Officer   DRIL-QUIP INTERNATIONAL LLC   By: /s/ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇: ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇: Chief Financial Officer

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	DRIL-QUIP FOREIGN INTERESTS LLC   By: /s/ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇: ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇: Chief Financial Officer   INNOVEX DOWNHOLE SOLUTIONS, LLC   By: /s/ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇: ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇: Chief Financial Officer

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	Solely with respect to Section 17.19:   INNOVEX CANADA ULC   By: /s/ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇: ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇: Chief Financial Officer

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	PNC BANK, NATIONAL ASSOCIATION, as a Lender and as Agent
	By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇: ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇: Vice President

 

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	U.S. BANK NATIONAL ASSOCIATION, as a Lender
	By: /s/ ▇▇▇▇▇▇▇▇▇ ▇. Limpert Name: ▇▇▇▇▇▇▇▇▇ ▇. Limpert Title: Senior Vice President

 

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	FIFTH THIRD BANK, NATIONAL ASSOCIATION, as a Lender
		By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇: Vice President

 

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