AMENDMENT NO. 5 TO CREDIT AGREEMENT AND AGENCY RESIGNATION AND APPOINTMENT

Exhibit 10.1

Execution Version

This AMENDMENT NO. 5 TO CREDIT AGREEMENT AND AGENCY RESIGNATION AND APPOINTMENT, dated as of April 18, 2025 (this “Amendment”), among, inter alios, E2OPEN, LLC, a Delaware limited liability company (the “Borrower”), E2OPEN INTERMEDIATE, LLC, a Delaware limited liability company (“Holdings”), each other Loan Party party hereto, the Lenders and Issuing Banks party hereto, ▇▇▇▇▇▇▇ ▇▇▇▇▇ BANK USA (“GS”) as Resigning Administrative Agent (as defined below) and as Resigning Collateral Agent (as defined below), and UBS AG, STAMFORD BRANCH (“UBS”), as Successor Administrative Agent (as defined below) and as Successor Collateral Agent (as defined below).

PRELIMINARY STATEMENTS

WHEREAS, reference is made to that certain Credit Agreement, dated as of February 4, 2021 (as amended by that certain Amendment No. 1 to Credit Agreement, dated as of June 18, 2021, and as further amended by that certain Amendment No. 2 to Credit Agreement, dated as of September 1, 2021, that certain Amendment No. 3 to Credit Agreement, dated as of April 6, 2022, that certain Amendment No. 4 to Credit Agreement, dated as of June 16, 2023, and as the same may be further amended, restated, supplemented and/or otherwise modified prior to the date hereof, the “Existing Credit Agreement”; the Existing Credit Agreement as amended by this Amendment, the “Amended Credit Agreement”; capitalized terms used but not defined herein having the meaning provided in the Amended Credit Agreement), among Holdings, the Borrower, the Lenders and Issuing Banks from time to time party thereto, the Administrative Agent and the Collateral Agent;

WHEREAS, (a) GS desires to resign as the Administrative Agent (in such resigning capacity, the “Resigning Administrative Agent”) and as the Collateral Agent (in such resigning capacity, the “Resigning Collateral Agent”), (b) the Required ▇▇▇▇▇▇▇ wish to appoint UBS to act as the successor Administrative Agent (in such capacity, the “Successor Administrative Agent”) and as the successor Collateral Agent (in such capacity, the “Successor Collateral Agent”), and the Borrower wishes to approve and consent to such appointment, in each case, pursuant to this Amendment and in accordance with Section 8.06 of the Existing Credit Agreement and (c) the Successor Administrative Agent and the Successor Collateral Agent each hereby agree to accept such appointments and agree to serve as “Administrative Agent” and “Collateral Agent”, as applicable, under the Amended Credit Agreement and the other Loan Documents (the transactions described in this paragraph, the “Agency Succession”);

WHEREAS, the Borrower has requested an extension to each of the Multicurrency Tranche Revolving Maturity Date and the USD Tranche Revolving Maturity Date, subject to the terms and conditions hereof and the Amended Credit Agreement (the transactions described in this paragraph, the “2025 Revolving Loan Extension”);

WHEREAS, on the Amendment No. 5 Effective Date, the Borrower, the Successor Administrative Agent and the Revolving Lenders party hereto wish to (a) terminate certain of the Revolving Commitments held by ▇▇▇▇▇▇▇ ▇▇▇▇▇ Bank USA on a non pro rata basis and (b) terminate all of the Revolving Commitments held by Blackstone Holdings Finance Co. L.L.C. (as a Non-Consenting Lender under this Amendment) pursuant to Section 9.02(c) of the Existing Credit Agreement (such terminations, collectively, the “Specified Commitment Termination”);

WHEREAS, pursuant to Section 9.01 of the Existing Credit Agreement, the Borrower and the Revolving Lenders have agreed to amend certain other provisions of the Existing Credit Agreement as set forth herein, subject to the terms and conditions hereof and the Amended Credit Agreement (collectively, the “2025 Other Amendments”); and

WHEREAS, UBS Securities LLC shall act as left lead arranger and as a bookrunner with respect to this Amendment and the transactions contemplated hereby (in such capacities, the “Amendment No. 5 Left Lead Arranger”).

NOW, THEREFORE, in consideration of the undertakings set forth herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:

1. Amendments to the Existing Credit Agreement, Schedules and Exhibits.

(a) Amendments to Existing Credit Agreement. Subject to the satisfaction of all of the conditions set forth in Section 3 hereof, the Existing Credit Agreement is, effective as of the Amendment No. 5 Effective Date, hereby amended to delete the stricken text (indicated textually in the same manner as the following example: stricken text) and to add the double-underlined text (indicated textually in the same manner as the following example: double-underlined text) as set forth in the Amended Credit Agreement attached as Exhibit A hereto.

(b) Amendments to Schedule 2.01 to the Existing Credit Agreement. Effective as of the Amendment No. 5 Effective Date (and, for the avoidance of doubt, after giving effect to the Specified Commitment Termination), and subject to the terms and conditions set forth herein, the portion of Schedule 2.01 to the Existing Credit Agreement (Commitments and Loans) related to the Revolving Commitments is hereby amended and restated in its entirety in the form attached hereto as Exhibit B.

(c) Amendments to Schedule 9.01 to the Existing Credit Agreement. Effective as of the Amendment No. 5 Effective Date, and subject to the terms and conditions set forth herein, Schedule 9.01 to the Existing Credit Agreement (Notices) is hereby amended and restated in its entirety in the form attached hereto as Exhibit C.

(d) Amendments to Exhibit A, Exhibit S and Exhibit T to the Existing Credit Agreement. Effective as of the Amendment No. 5 Effective Date, and subject to the terms and conditions set forth herein, each of Exhibit A to the Existing Credit Agreement (Assignment and Assumption), Exhibit S to the Existing Credit Agreement (Notice of Borrowing) and Exhibit T to the Existing Credit Agreement (Letter of Credit Request) is hereby amended and restated in its entirety in the applicable form attached hereto as Exhibit D.

(e) Amendments to other Loan Documents. Effective as of the Amendment No. 5 Effective Date, and subject to the terms and conditions set forth herein, all defined terms referencing or appointing the Resigning Administrative Agent or the Resigning Collateral Agent as “agent” in and under the Loan Documents (including any definition of “▇▇▇▇▇▇▇ ▇▇▇▇▇” in any Loan Document other than the Amended Credit Agreement, unless the context otherwise requires) shall be deemed amended from and after the Amendment No. 5 Effective Date to reference the Successor Administrative Agent or the Successor Collateral Agent, as applicable.

2. Resignation of Resigning Administrative Agent and Resigning Collateral Agent and Appointment of Successor Administrative Agent and Successor Collateral Agent.

(a) As of the Amendment No. 5 Effective Date, (i) the Resigning Administrative Agent hereby resigns as the Administrative Agent and the Resigning Collateral Agent hereby resigns as the Collateral Agent, in each case, as provided under Section 8.06 of the Existing Credit Agreement and shall have no further obligations under the Loan Documents in any such capacity, (ii) each of the Resigning Administrative Agent and the Resigning Collateral Agent hereby (A) except as otherwise provided herein, relinquishes its rights, powers and privileges as Administrative Agent or Collateral Agent, as applicable, under the Loan Documents and (B) relinquishes its rights to receive any further agency fees for acting as Administrative Agent or Collateral Agent, as applicable, under the Loan Documents, (iii) the Lenders party hereto (constituting the Required Lenders) hereby appoint UBS as Administrative Agent and Collateral Agent under the Amended Credit Agreement and the other Loan Documents, (iv) the Borrower and the Lenders party hereto hereby waive any notice requirement provided for under the Loan Documents in respect of such resignations and/or appointments, including the notice otherwise required pursuant to Section 8.06 of the Existing Credit Agreement, (v) the Borrower hereby consents to the appointment of the Successor Administrative Agent and the Successor Collateral Agent and (vi) UBS hereby accepts its appointment as Successor Administrative Agent and Successor Collateral Agent and agrees to serve as Administrative Agent and Collateral Agent under the Amended Credit Agreement and the other Loan Documents. The parties hereto acknowledge and agree that neither the Successor Administrative Agent nor the Successor Collateral Agent shall bear any responsibility for any actions taken or omitted to be taken by the Resigning Administrative Agent or the Resigning Collateral Agent while it served as Administrative Agent or Collateral Agent, as applicable, under the Existing Credit Agreement and the other Loan Documents, and neither the Resigning Administrative Agent nor the Resigning Collateral Agent shall bear any responsibility for any actions taken or omitted to be taken by the Successor Administrative Agent or the Successor Collateral Agent while it serves as Administrative Agent or Collateral Agent, as applicable, under the Amended Credit Agreement or any other Loan Document.

(b) The parties hereto hereby confirm that (i) each of the Successor Administrative Agent and the Successor Collateral Agent succeeds to and assumes the rights and obligations of the Administrative Agent and the Collateral Agent, as applicable, under the Amended Credit Agreement and the other Loan Documents and becomes vested with all of the rights, powers, privileges and duties of the Administrative Agent and the Collateral Agent, as applicable, under the Amended Credit Agreement and the other Loan Documents and (ii) each of the Resigning Administrative Agent and the Resigning Collateral Agent is discharged from all of its duties and obligations as Administrative Agent or Collateral Agent, as applicable, under the Existing Credit Agreement and the other Loan Documents, in each case, as of the Amendment No. 5 Effective Date.

(c) The parties hereto hereby confirm that, from and after the Amendment No. 5 Effective Date, the provisions of Article VIII and Section 9.03 of the Existing Credit Agreement and the Amended Credit Agreement, to the extent they pertain to the Resigning Administrative Agent and/or the Resigning Collateral Agent, their respective sub-agents and/or their respective Affiliates, in each case, continue in effect for the benefit of such Persons, to the extent applicable under such provisions, solely in respect of any actions taken or omitted to be taken by any of them while the Resigning Administrative Agent and the Resigning Collateral Agent were acting as Administrative Agent or Collateral Agent, respectively (including, without limitation, in connection with the transitioning of the role of the Resigning Administrative Agent to the Successor Administrative Agent and/or the role of the Resigning Collateral Agent to the Successor Collateral Agent, as applicable), and inure to the benefit of the Resigning Administrative Agent and the Resigning Collateral Agent.

(d) Notwithstanding any provision herein to the contrary, nothing in this Section 2 shall alter, modify or amend the rights of the Administrative Agent or the Collateral Agent under the Amended Credit Agreement and the other Loan Documents (other than the resignations and appointments effected hereby), including, without limitation, any and all rights to compensation, reimbursement and indemnification and

any and all liens for payments of such amounts in accordance with the terms of the Amended Credit Agreement and the other Loan Documents.

(e) Each of the Borrower, the Resigning Administrative Agent and the Resigning Collateral Agent ▇▇▇▇▇▇ agrees that, on and after the Amendment No. 5 Effective Date, it shall furnish promptly, at the Borrower’s sole expense, such other documents, instruments and agreements as may be reasonably requested in writing by the Successor Administrative Agent or the Successor Collateral Agent from time to time, and shall take such further action as may be necessary or reasonably requested in writing by the Successor Administrative Agent or the Successor Collateral Agent, in each case, in order to effect the matters contemplated by this Section 2.

(f) Each Lender and Issuing Bank party hereto hereby authorizes and instructs the Successor Administrative Agent and the Successor Collateral Agent to enter into any and all Loan Documents (and any and all other agreements or documents, including consent agreements to any amendment, including with respect to any Loan Document) contemplated by, or in connection with, this Amendment, the Amended Credit Agreement and the other Loan Documents, and to perform thereunder, as Administrative Agent or Collateral Agent, as applicable, on such Lender’s behalf.

(g) The Borrower and the Lenders party hereto hereby consent to the Agency Succession and the related assignments of any and all Loan Documents and any necessary amendments thereto (including, without limitation, any UCC (or similar) financing statements and/or intellectual property security agreements) and any of the actions necessary or desirable to effect the matters contemplated by this Section 2.

(h) For the avoidance of doubt, notwithstanding anything to the contrary contained herein, the parties hereto hereby understand and agree that the Resigning Administrative Agent shall have no duty or responsibility whatsoever with respect to any payment of interest related to the Term Loans for the Interest Period related thereto that is in effect on the Amendment No. 5 Effective Date.

3. Conditions Precedent. This Amendment shall only become effective upon the satisfaction (or written waiver) of the following conditions precedent (the date of satisfaction of all such conditions being referred to herein as the “Amendment No. 5 Effective Date”):

(a) (I) Each of the Successor Administrative Agent and the Resigning Administrative Agent shall have received duly executed counterparts hereof that, when taken together, bear the signatures of (i) the Borrower, (ii) the other Loan Parties, (iii) the Resigning Administrative Agent and the Resigning Collateral Agent, (iv) the Successor Administrative Agent and the Successor Collateral Agent, (v) the Required Lenders, (vi) each Revolving Lender and (vii) each Issuing Bank and (II) the Successor Administrative Agent shall have received duly executed counterparts of the UBS Administrative Agent Fee Letter that, when taken together, bear the signatures of (i) the Successor Administrative Agent and (ii) the Borrower.

(b) The Successor Administrative Agent shall have received a customary written opinion (addressed to the Lenders, the Issuing Banks, the Resigning Collateral Agent, the Resigning Administrative Agent, the Successor Collateral Agent and the Successor Administrative Agent and dated the Amendment No. 5 Effective Date) from ▇▇▇▇▇▇▇▇ Pepper ▇▇▇▇▇ LLP, counsel to the Loan Parties, in form and substance reasonably satisfactory to the Successor Administrative Agent (and each of the Borrower and Holdings hereby instructs ▇▇▇▇▇▇▇▇ Pepper ▇▇▇▇▇ LLP to deliver such legal opinion).

(c) The Successor Administrative Agent shall have received a copy of (i) each Organizational Document of each Loan Party certified, to the extent applicable, as of a recent date by the applicable Governmental Authority, (ii) with respect to each Loan Party executing the Loan Documents, an

incumbency certificate identifying the name and title and bearing the signatures of the authorized signatories of such Loan Party, (iii) copies of resolutions of the Board of Directors of each Loan Party approving and authorizing the execution, delivery and performance of this Amendment and the Loan Documents to which it is a party, certified as of the Amendment No. 5 Effective Date by its secretary, an assistant secretary or a Responsible Officer as being in full force and effect without modification or amendment and (iv) a good standing certificate (to the extent such concept exists) from the applicable Governmental Authority of each Loan Party’s jurisdiction of incorporation, organization or formation; provided that, notwithstanding the foregoing, the good standing certificate with respect to Steelwedge Software, LLC shall be delivered to the Successor Administrative Agent on or prior to the date that is 60 days after the date hereof (or such later date as the Successor Administrative Agent shall agree in its reasonable discretion).

(d) The Successor Administrative Agent shall have received a copy of a certificate from a Financial Officer of the Borrower, dated the Amendment No. 5 Effective Date, substantially in the form of Exhibit G to the Existing Credit Agreement and certifying that, immediately after giving effect to this Amendment and the consummation of the other transactions contemplated by this Amendment, the Borrower and its Subsidiaries, on a consolidated basis, are Solvent.

(e) The representations and warranties set forth in the Amended Credit Agreement and each other Loan Document, shall be true and correct in all material respects on and as of the Amendment No. 5 Effective Date, provided that, in each case, to the extent that such representations and warranties specifically refer to an earlier date, they shall be true and correct in all material respects as of such earlier date; provided further that, in each case, any representation and warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language shall be true and correct in all respects on the date of such credit extension or on such earlier date, as the case may be.

(f) As of the Amendment No. 5 Effective Date, both immediately before and after giving effect to this Amendment and the transactions contemplated hereby, no Default or Event of Default shall have occurred and be continuing.

(g) All fees and all reasonable and documented out-of-pocket expenses, in each case, required to be paid on the Amendment No. 5 Effective Date pursuant to that certain Engagement Letter (the “Engagement Letter”), dated as of April 1, 2025, between the Borrower and the Amendment No. 5 Left Lead Arranger (with respect to out-of-pocket expenses, to the extent invoiced at least two (2) Business Days prior to the Amendment No. 5 Effective Date) shall have been paid in full in cash.

(h) The Successor Administrative Agent shall have received a certificate of a Responsible Officer of the Borrower certifying that the conditions set forth in Sections 3(e) and (f) of this Amendment have been satisfied.

(i) The Successor Administrative Agent shall have received (a) all documentation and other information about the Loan Parties reasonably requested by it or any Lender in writing at least five (5) calendar days prior to the Amendment No. 5 Effective Date in order to comply with applicable “know your customer” and anti-money laundering rules and regulations, including the USA Patriot Act and (b) if requested by the Successor Administrative Agent or any Lender, a Beneficial Ownership Certification.

(j) The Borrower shall have paid to the Resigning Administrative Agent (i) all then accrued and outstanding interest with respect to all outstanding Revolving Loans immediately prior to giving effect to this Amendment and the transactions contemplated hereby, (ii) all then-accrued and outstanding participation and fronting fees with respect to any issued and outstanding Letters of Credit immediately prior to giving effect to this Amendment and the transactions contemplated hereby, (iii) all then-accrued

and outstanding commitment fees with respect to each of the USD Tranche Revolving Commitments and the Multicurrency Tranche Revolving Commitments immediately prior to giving effect to this Amendment and the transactions contemplated hereby and (iv) all other amounts then owing to the Resigning Administrative Agent or the Resigning Collateral Agent, including any fees payable pursuant to the Fee Letter and any reimbursements required pursuant to the terms of the Existing Credit Agreement, in each case, irrespective of whether such amounts are otherwise then due and payable by the terms of the Existing Credit Agreement.

(k) The Borrower shall have paid to the Successor Administrative Agent, for the account of each Revolving Lender, an extension fee (the “Extension Fee”) equal to 0.25% of the aggregate principal amount of the Revolving Commitments of such Revolving Lender on the Amendment No. 5 Effective Date (after giving effect to the transactions contemplated hereby, including the Specified Commitment Termination), which Extension Fee shall be fully earned by, and payable to, the Successor Administrative Agent (for the benefit of each Revolving Lender) on the Amendment No. 5 Effective Date.

Notwithstanding anything to the contrary in this Amendment, the parties hereto hereby agree that, upon the satisfaction of the conditions precedent set forth above in this Section 3, the transactions contemplated by this Amendment shall be deemed to have been consummated in the following order (with the consummation of each successive transaction occurring immediately and automatically after the transaction immediately preceding it is consummated):

First, the Agency Succession (including all amendments to the Existing Credit Agreement (and any exhibits and/or schedules thereto) related thereto) shall be consummated and become effective;

Second, the Specified Commitment Termination (including all amendments to the Existing Credit Agreement and other Loan Documents (and any exhibits and/or schedules thereto) related thereto) shall be consummated and become effective;

Third, 2025 Revolving Loan Extension (including all amendments to the Existing Credit Agreement (and any exhibits and/or schedules thereto) related thereto) shall be consummated and become effective; and

Fourth, the 2025 Other Amendments and all other amendments to the Loan Documents (and any amendments to any schedules and/or exhibits thereto) contemplated hereby shall be consummated and become effective.

4. Confirmation. Each Loan Party acknowledges its receipt of a copy of this Amendment and its review of the terms and conditions hereof and consents to the terms and conditions of this Amendment and the transactions contemplated thereby. Each Loan Party hereby (a) affirms and confirms its obligations under the Existing Credit Agreement and Loan Documents to which it is a party, (b) agrees that (i) each Loan Document to which it is a party shall continue to be in full force and effect and (ii) all guarantees, pledges, liens, grants and other undertakings thereunder shall continue to be in full force and effect and shall accrue to the benefit of the Secured Parties and (c) agrees that the Amended Credit Agreement is the “Credit Agreement” under and for all purposes of the Loan Documents.

5. Amendment, Modification and Waiver. This Amendment may not be amended, modified or waived except in accordance with the Amended Credit Agreement. The execution, delivery and effectiveness of this Amendment shall not, except as expressly provided herein, operate as a waiver of any right, power or remedy of any Lender, the Successor Administrative Agent, the Successor Collateral Agent, the Resigning Administrative Agent or the Resigning Collateral Agent under any of the Loan Documents, nor constitute a waiver of any provision of any of the Loan Documents.

6. Specified Commitment Termination. The Borrower, the Successor Administrative Agent and each Revolving Lender hereto hereby consents to the Specified Commitment Termination.

7. Loan Document. This Amendment shall constitute a Loan Document and a Permitted Amendment for all purposes of the Amended Credit Agreement and the other Loan Documents.

8. Governing Law, Etc. THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK. SECTIONS 9.09 AND 9.10 OF THE AMENDED CREDIT AGREEMENT ARE HEREBY INCORPORATED BY REFERENCE, MUTATIS MUTANDIS.

9. Counterparts. This Amendment may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Delivery by telecopier or other electronic transmission of an executed counterpart of a signature page to this Amendment shall be effective as delivery of an original executed counterpart of this Amendment. The words “execution,” “signed,” “signature,” “delivery,” and words of like import in or relating to this Amendment and/or any document to be signed in connection with this Amendment and the transactions contemplated hereby shall be deemed to include Electronic Signatures (as defined below), deliveries or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature, physical delivery thereof or the use of a paper-based recordkeeping system, as the case may be. As used herein, “Electronic Signatures” means any electronic symbol or process attached to, or associated with, any contract or other record and adopted by a person with the intent to sign, authenticate or accept such contract or record.

10. Joint Lead Arrangers; Joint Bookrunners. Pursuant to the Engagement Letter, (i) the Amendment No. 5 Left Lead Arranger was appointed as lead arranger and bookrunner with respect to the transactions contemplated thereby and hereby and (ii) the Borrower may appoint additional lead arrangers and bookrunners with respect to the transactions contemplated thereby and hereby with the consent of the Amendment No. 5 Left Lead Arranger. The Borrower hereby appoints each of ▇▇▇▇▇▇ ▇▇▇▇▇ Bank USA, ▇▇▇▇▇ Capital LLC, Deutsche Bank Securities Inc., ▇▇▇▇▇▇▇▇▇ Finance LLC, Canadian Imperial Bank of Commerce, Fifth Third Bank, National Association and Madison Capital Funding LLC, in each case, to act as a joint lead arranger and joint bookrunner with respect to the transactions contemplated by the Engagement Letter and hereby and the Amendment No. 5 Left Lead Arranger ▇▇▇▇▇▇ agrees to such appointments (subject to the terms of the Engagement Letter).

[Remainder of Page Intentionally Left Blank]

IN WITNESS WHEREOF, each of the undersigned has caused its duly authorized officer to execute and deliver this Amendment as of the date first set forth above.


	E2OPEN, LLC, as the Borrower


	/s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇
	Name:	▇▇▇▇▇ ▇▇▇▇▇▇▇
	Title:	Executive Vice President and Secretary


	E2OPEN INTERMEDIATE, LLC, as Holdings


	/s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇
	Name:	▇▇▇▇▇ ▇▇▇▇▇▇▇
	Title:	President and Secretary

      

     AMBER ROAD HOLDINGS, LLC
AMBER ROAD, LLC
AVERETEK, LLC
BIRCH WORLDWIDE, LLC
BLUJAY SOLUTIONS LLC
E2OPEN DEVELOPMENT, LLC
E2OPEN INTERMEDIATE HOLDINGS, LLC
E2OPEN SUBSIDIARY HOLDINGS, LLC
ECVISION INC.
ENTOMO, LLC
INTTRA INTERNATIONAL, LLC
INTTRA, LLC
LOGISTYX TECHNOLOGIES, LLC
ORCHESTRO, LLC
RAVEN LOGISTICS, LLC
SERUS, LLC
STEELWEDGE SOFTWARE, LLC
TERRA TECHNOLOGY, LLC
VISUALBEAM, LLC
ZYMECCI LLC
ZYME SOLUTIONS, LLC,
each as a Loan Party

    


	/s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇
	Name:	▇▇▇▇▇ ▇▇▇▇▇▇▇
	Title:	President