AMENDMENT NO. 1 TO SECOND AMENDED AND RESTATED SECOND LIEN TERM LOAN CREDIT AGREEMENT

Exhibit 10.6

Execution Version

AMENDMENT NO. 1 TO SECOND AMENDED AND RESTATED

SECOND LIEN TERM LOAN CREDIT AGREEMENT

This AMENDMENT NO. 1 TO SECOND AMENDED AND RESTATED SECOND LIEN TERM LOAN CREDIT AGREEMENT (this “Agreement”) dated as of September 11, 2025, is made by and among TEAM, INC., a Delaware corporation (the “Borrower”), the Guarantors party hereto, the Lenders party hereto, and CANTOR ▇▇▇▇▇▇▇▇▇▇ SECURITIES, acting not individually but as administrative agent and collateral agent on behalf of, and for the benefit of, the Lenders and all other Secured Parties (in such capacities, together with its successors and assigns, if any, in such capacities, herein called the “Agent”) under the Credit Agreement referred to below.

WHEREAS, the Borrower, the Lenders party thereto from time to time and the Agent are party to that certain Second Amended and Restated Second Lien Term Loan Credit Agreement, dated as of March 12, 2025 (as amended, restated, amended and restated, modified or otherwise supplemented and in effect from time to time prior to the date hereof, the “Credit Agreement”).

WHEREAS, the Borrower has requested certain modifications to the Credit Agreement as set forth herein, and the Borrower, the Lenders party hereto constituting all Lenders and the Agent each desire to amend the Credit Agreement on the terms set forth herein.

WHEREAS, each Lender authorizes and directs the Agent to enter into this Agreement.

NOW THEREFORE, in consideration of the premises and covenants contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:

Section 1. Definitions. Except as otherwise defined in this Agreement, terms defined in the Credit Agreement, after giving effect to this Agreement, are used herein as defined therein. The interpretative provisions of Article I of the Credit Agreement are hereby incorporated herein, mutatis mutandis. This Agreement shall constitute a Loan Document for all purposes of the Credit Agreement and the other Loan Documents.

Section 2. Amendments. Subject to the satisfaction of the conditions precedent specified in Section 4 below, effective as of the Amendment Effective Date (as defined below), the Credit Agreement is hereby amended to delete bold, stricken text (indicated textually in the same manner as the following example: stricken text) and to add the bold, double-underlined text (indicated textually in the same manner as the following example: double-underlined text) as set forth in the pages of the Credit Agreement attached as Exhibit A hereto.

Section 3. Representations and Warranties. Each Loan Party represents and warrants to the Agent and the Lenders that, as of the date of this Agreement, immediately after giving effect to the terms of this Agreement:

(a) the representations and warranties set forth in Article VI of the Credit Agreement, and in each of the other Loan Documents, are true, correct and complete in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) on and as of the date hereof, as though made on and as of the date hereof (except to the extent that such representations and warranties relate solely to an earlier date, in which case such representations and warranties shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) as of such earlier date);

(b) no Default or Event of Default has occurred and is continuing as of the date hereof;

(c) each Loan Party (i) is an Entity duly organized (or incorporated, as the case may be), validly existing and in good standing (to the extent such concept exists in the relevant jurisdiction) under the laws of the country, state, province or territory of its incorporation, organization or formation, (ii) has the requisite power and authority to own its properties and assets and to transact the businesses in which it presently is, or proposes to be, engaged, except to the extent that the failure to own such properties or assets or transact business in such a way could not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect and (iii) is duly qualified, authorized to do business and in good standing (to the extent such concept exists in the relevant jurisdictions) in each jurisdiction where it presently is, or proposed to be, engaged in business, except to the extent that the failure so to qualify or be in good standing could not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect;

(d) the execution, delivery and performance by each Loan Party of this Agreement (i) do not and will not contravene any of the Governing Documents of such Loan Party, (ii) do not and will not contravene any Requirement of Law, except as such contravention could not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect, (iii) do not and will not contravene any Material Contract and (iv) do not and will not result in the imposition of any Liens upon any of its properties except for Permitted Liens; and

(e) no consent, authorization or approval of, or filing with or other act by, any Governmental Authority or any other Person is required in connection with the execution, delivery or performance of this Agreement, or the consummation of the transactions contemplated hereby or thereby, except (i) such consents, authorizations, approvals, filings or other acts as have been made or obtained, as applicable, and are in full force and effect and (ii) such consents, authorizations, approvals, filings or other acts the failure of which to be obtained or made could not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect.

Section 4. Conditions Precedent. The amendments set forth in Section 2 hereof shall become effective upon satisfaction of the following conditions (the date of satisfaction or waiver of the following conditions, the “Amendment Effective Date”):

(a) Execution. The Agent shall have received from the Borrower, each Guarantor party hereto and each Lender party to the Credit Agreement a counterpart of this Agreement, duly executed by such party;

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(b) Payment of Fees and Expenses. The Agent shall have received evidence of payment of all reasonable and documented out-of-pocket fees and Lender Group Expenses required to be paid pursuant to Section 12.4(b) of the Credit Agreement to the extent invoiced at least one (1) Business Day prior to the Amendment Effective Date (it being understood that all other such fees and Lender Group Expenses shall be paid after the Amendment Effective Date in accordance with the terms of the Credit Agreement);

(c) Authorizations. The Agent shall have received (i) copies of the Governing Documents of each Loan Party and a copy of the resolutions of the Governing Body (including, for the avoidance of doubt, the shareholders of the UK Loan Parties) (or similar evidence of authorization) of each Loan Party and authorizing the execution, delivery and performance of this Agreement, the other Loan Documents to which such Loan Party is or is to be a party, and the transactions contemplated hereby and thereby, attached to a certificate of the Secretary or an Assistant Secretary or other officer, as applicable, of such Loan Party certifying (A) that such copies of the Governing Documents and resolutions of the Governing Body (or similar evidence of authorization) relating to such Loan Party are true, complete and accurate copies thereof, have not been amended or modified since the date of such certificate and are in full force and effect and (B) the incumbency, names and true signatures of the officers (or, as applicable, directors) of such Loan Party authorized to sign the Loan Documents to which it is a party and (ii) with respect to U.S. Loan Parties only, a certified copy of a certificate of the Secretary of State of the state of incorporation, organization or formation (or the equivalent Governmental Authority in the jurisdiction of incorporation, organization or formation) of each U.S. Loan Party, dated within twenty (20) days of the Amendment Effective Date, listing the certificate of incorporation, organization or formation of such Loan Party and each amendment thereto on file in such official’s office and certifying (to the extent such concept exists in such jurisdictions) that (A) such amendments (if any) are the only amendments to such certificate of incorporation, organization or formation on file in that office, (B) such Loan Party has paid all franchise taxes to the date of such certificate and (C) such Loan Party is in good standing in that jurisdiction (as applicable);

(d) Preferred Equity Investment. (i) The funding of the Initial 2025 Preferred Equity Investment shall have been, or substantially concurrently with the Amendment Effective Date shall be, consummated in accordance with the terms of the 2025 Preferred Securities Purchase Agreement and (ii) the Agent shall have received a fully executed or conformed copy of the 2025 Preferred Securities Purchase Agreement, the 2025 Preferred Certificate of Designation and the Initial Warrants, which shall be in form and substance reasonably satisfactory to the Required Lenders, and any related material documents executed in connection therewith that are reasonably requested by the Required Lenders;

(e) Amendments to ABL Credit Agreement and First Lien Credit Agreement. The Agent shall have received (i)that certain Amendment No. 7 to Credit Agreement (the “ABL Amendment”), dated as of the date hereof, among Team, Inc., the guarantors party thereto, each of the lenders party thereto and Eclipse Business Capital LLC, acting not individually but as agent on behalf of the lenders and all other secured parties, duly executed by the parties thereto in form and substance reasonably satisfactory to the Required Lenders, (ii) that certain Amendment No. 1 to Credit Agreement (the “First Lien Amendment”), dated as of the date hereof, among Team, Inc., the guarantors party thereto and HPS Investment Partners, LLC, acting not individually but as

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administrative agent and collateral agent on behalf of the lenders and all other secured parties, duly executed by the parties thereto in form and substance reasonably satisfactory to the Required Lenders and (iii) to the extent reasonably requested by the Required Lenders, copies of any other material documents that are to be executed in connection with the immediately preceding clauses (i) and (ii) or otherwise consummated in accordance with the terms of the 2025 Preferred Equity Investment on the Amendment Effective Date;

(f) Partial Prepayment of Obligations. Substantially concurrently with the effectiveness of this Agreement on the Amendment No. 1 Effective Date, the Borrower shall apply (or shall cause to be applied) the Amendment No. 1 Prepayment (as defined in the Credit Agreement as amended by this Agreement) to the repayment of outstanding Obligations;

(g) Representations and Warranties. The representations and warranties set forth in Article VI of the Credit Agreement, Section 3 of this Agreement, and in each of the other Loan Documents, shall be true, correct and complete in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) on and as of the date hereof, as though made on and as of the date hereof (except to the extent that such representations and warranties relate solely to an earlier date, in which case such representations and warranties shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) as of such earlier date), and as if each reference in said Section 3 to this Agreement included reference to the Credit Agreement as amended by this Agreement (it being understood and agreed that it shall be deemed to be an Event of Default under Section 10.1(f) of the Credit Agreement if any of the foregoing representations and warranties shall prove to have been false in any material respect when made);

(h) No Default. At the time of and immediately after giving effect to this Agreement, no Default or Event of Default shall have occurred and be continuing or would result from this Agreement;

(i) 1970 Group Originator Subordination Agreement. The Agent shall have received the 1970 Group Originator Subordination Agreement, duly executed by the parties thereto and dated as of the date hereof, in the form annexed hereto as Exhibit B; and

(j) Intercreditor Amendment. The Agent shall have received an amendment to the ABL Intercreditor Agreement and the Second Lien Intercreditor Agreement (the “Intercreditor Amendment” and together with this Agreement and the 1970 Group Originator Subordination Agreement, the “Amendment No. 1 Loan Documents”), duly executed by the parties thereto and dated as of the date hereof, in the form annexed hereto as Exhibit C.

Section 5. Condition Subsequent. On or prior to September 22, 2025, the Borrower shall deliver to the Agent a file-stamped copy of the 2025 Preferred Certificate of Designation filed with the Secretary of State of the State of Delaware, and any amendments relating to or affecting the formation documents of the Borrower in connection with the 2025 Preferred Documents.

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Section 6. Certification. Each of the signatories of this Agreement on behalf of the Borrower, as a Responsible Officer of the Borrower, does hereby certify (solely in their capacity as a Responsible Officer of the Borrower and not in any individual capacity) as to the matters specified in Section 3 hereof.

Section 7. No Novation or Mutual Departure. The Borrower expressly acknowledges and agrees that there has not been, and this Agreement does not constitute or establish, a novation with respect to the Credit Agreement or any other Loan Document, or a mutual departure from the strict terms, provisions, and conditions thereof, other than as specified herein. Except as otherwise expressed herein, the execution, delivery and effectiveness of this Agreement shall not (i) operate as a waiver, release or limitation, of any right, power, privilege or remedy of Agent and the Lenders under the Credit Agreement or any of the other Loan Documents, (ii) constitute a waiver of any provision of the Credit Agreement or any of the other Loan Documents (iii) constitute a consent to any other amendment to the Credit Agreement or any other Loan Document (including the ABL Credit Agreement and the First Lien Credit Agreement) or (iv) constitute a waiver of any Default, Event of Default or any other breach by the Loan Parties of, or non-compliance by the Loan Parties with, the Credit Agreement or any of the other Loan Documents, whether now existing or hereafter arising. Except as set forth herein, the Credit Agreement and all other Loan Documents shall remain unchanged and in full force and effect and the Borrower and each other Loan Party hereby ratifies and confirms its obligations thereunder as of the date hereof. This Agreement shall not constitute a course of dealing between the Loan Parties, on the one hand, and the Agent and the Lenders, on the other hand, at variance with the Credit Agreement or any other Loan Document such as to require further notice by the Agent and the Lenders to any Loan Party to require strict compliance with the terms of the Credit Agreement and the other Loan Documents in the future, except as expressly set forth herein.

Section 8. Confirmation. Each Loan Party (a) confirms its obligations under the Credit Agreement (as modified by this Agreement) and the other Loan Documents to which it is a party as of the date hereof, (b) confirms that its obligations under the Credit Agreement as modified hereby are entitled to the benefits of the pledges set forth in the Loan Documents, (c) confirms that its obligations under the Credit Agreement as modified hereby constitute “Obligations”, (d) agrees that the Credit Agreement as modified hereby is the Credit Agreement under and for all purposes of the Loan Documents, (e) irrevocably and unconditionally ratifies its grant of security interest and pledge under the applicable Security Documents and (f) confirms the Liens, security interests and pledges granted thereunder continue to secure the Obligations, including any additional Obligations resulting from or incurred pursuant to this Agreement. Each party, by its execution of this Agreement, hereby confirms that the Obligations shall remain in full force and effect as of the date hereof, and such Obligations shall continue to be entitled to the benefits of the grant set forth in the Security Documents. Each Guarantor (a) confirms its guarantee obligations including all guarantees, pledges, grants and other undertakings under the applicable Security Documents as of the date hereof, (b) confirms that its obligations under the Credit Agreement as modified hereby are entitled to the benefits of the guarantee set forth in the applicable Security Documents, (c) confirms that its obligations under the Credit Agreement as modified hereby constitute “Obligations”, (d) ratifies and reaffirms all of its payment and performance obligations, contingent or otherwise, under each of the Loan Documents to which it is a party and (e) to the extent such Guarantor granted Liens on or security interests in any of its

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property pursuant to any such Loan Document as security for or otherwise guaranteed the Obligations under or with respect to the Loan Documents, ratifies and reaffirms such guarantee and grant of security interest and Liens. Each Loan Party, by its execution of this Agreement hereby confirms that the Guarantied Obligations and the Secured Obligations (each as defined in the applicable Security Documents) shall remain in full force and effect as of the date hereof.

Section 9. Miscellaneous.

(a) This Agreement, the Credit Agreement and the other Loan Documents constitute the entire agreement among the parties with respect to the subject matter thereof, supersede any prior written and verbal agreements among them with respect to the subject matter hereof and thereof, and shall bind and benefit the parties and their respective successors and permitted assigns. This Agreement may be executed in counterparts and by the parties hereto in separate counterparts, each of which when so executed and delivered shall be an original, but all of which shall together constitute one and the same instrument. This Agreement may be executed and delivered by facsimile or other electronic transmission (including by electronic imaging) all with the same force and effect as if the same was a fully executed and delivered original manual counterpart.

(b) THE VALIDITY, INTERPRETATION AND ENFORCEMENT OF THIS AGREEMENT AND ANY DISPUTE ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, WHETHER SOUNDING IN CONTRACT, TORT OR EQUITY OR OTHERWISE, SHALL BE GOVERNED BY THE INTERNAL LAWS (AS OPPOSED TO THE CONFLICTS OF LAW PROVISIONS OTHER THAN SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW) AND DECISIONS OF THE STATE OF NEW YORK.

(c) Each of the undersigned ▇▇▇▇▇▇▇, by its execution hereof, authorizes and directs the Agent to execute and deliver this Agreement and the other Amendment No. 1 Loan Documents to which the Agent is a party, upon the satisfaction of the conditions precedent described above (which shall be conclusively evidenced by such ▇▇▇▇▇▇’s execution hereof). The rights, privileges and immunities of the Agent set forth in the Credit Agreement and the other Loan Documents shall be automatically incorporated by reference herein.

Section 10. Consent and Acknowledgements. Subject to the terms and conditions set forth herein and in the Credit Agreement, including the occurrence of the Amendment Effective Date, and in reliance on the representations, warranties, covenants and agreements of the Loan Parties set forth herein and in the Credit Agreement, notwithstanding any contrary provision in the Credit Agreement or any other Loan Document, each of the undersigned Lenders (constituting all Lenders) hereby (a) acknowledges and agrees that, from and following the occurrence of the Amendment Effective Date,(i) any issuance of preferred equity interests and Warrants in connection with the 2025 Preferred Equity Investment or issuance of common stock upon exercise of the Warrants and related transactions are permitted under the Credit Agreement, so long as the Warrants and the 2025 Preferred Equity Investment comply with the terms of the Credit Agreement, (ii) the definition of “ABL Intercreditor Agreement” referenced in the Second Lien Intercreditor Agreement shall be deemed to be the ABL Intercreditor Agreement as amended on the date hereof by the Intercreditor Amendment and (iii) the definition of “Second Lien

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Intercreditor Agreement” referenced in the ABL Intercreditor Agreement shall be deemed to be the “Second Lien Intercreditor Agreement” as amended on the date hereof by the Intercreditor Amendment and (b) consents to Borrower’s and Guarantors’ execution and delivery of the ABL Amendment and First Lien Amendment.

Section 11. Limited Waiver. Subject to the terms and conditions set forth herein and in the Credit Agreement, including the occurrence of the Amendment Effective Date, and in reliance on the representations, warranties, covenants and agreements of the Loan Parties set forth herein and in the Credit Agreement, the Agent and the Lenders signatory hereto constituting Required Lenders hereby waive any Change of Control that may occur as a result of the 2025 Preferred Equity Investment or the exercise of the Warrants so long as the Warrants and 2025 Preferred Equity Investment comply with the requirements set forth in the Credit Agreement, solely with respect to the 2025 Preferred Documents as agreed and permitted hereunder. The waiver set forth in this Section 11 shall be limited precisely as written and shall not relate to any other changes in facts or circumstances occurring after the date hereof and shall not relate to any Defaults or Events of Default now existing or occurring after the date hereof, and shall not in any manner restrict the Agent or any Lender from exercising any rights or remedies they may have in respect of any Default or Event of Default (including, for the avoidance of doubt, any Default or Event of Default existing as of the date hereof) at any time in respect of the Credit Agreement or any other Loan Document. Nothing herein shall be deemed to constitute a consent to any other departure from or a waiver of any other term, provision or condition of the Credit Agreement or any other Loan Document or prejudice any right or remedy that the Agent or any Lender may have or may in the future have.

Section 12. Notice of Partial Prepayment. The Agent and ▇▇▇▇▇▇▇ hereby acknowledge and agree that the delivery to the Agent of the counterparts to this Agreement duly executed by the Borrower and the Guarantors shall satisfy all notice requirements under Section 2.5(c)(i) of the Credit Agreement with respect to the repayment of outstanding Loans required by Section 4(f) above.

Section 13. Release. By its execution hereof and in consideration of the terms herein and other accommodations granted to the Loan Parties hereunder, each Loan Party, on behalf of itself and each of its Subsidiaries, and its or their successors, assigns and agents, hereby expressly forever waives, releases and discharges any and all losses, claims (including intraparty claims), damages, liabilities, deficiencies, obligations, fines, penalties, actions (whether threatened or existing), judgments or suits (whether threatened or existing) (collectively, the “Claims”) any of them may, as a result of actions or inactions occurring on or prior to the Amendment No. 1 Effective Date, have or allege to have as of the date of this Agreement or at any time thereafter (and all defenses that may arise out of any of the foregoing) of any nature, description, or kind whatsoever, based in whole or in part on facts, whether actual, contingent or otherwise, now known, unknown, or subsequently discovered, whether arising in law, at equity or otherwise, against the Agent or any Lender, their respective successors, assigns, directors, partners, members, trustees, controlling persons, officers, agents, sub-agents, employees, advisors, shareholders, attorneys and Affiliates (collectively, the “Released Parties”) arising out of, or relating to, this Agreement, the Credit Agreement, the other Loan Documents and any or all of the actions and transactions contemplated hereby or thereby, including any actual or alleged performance or non-

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performance of any of the Released Parties hereunder or under the Loan Documents (the “Released Matters”). In entering into this Agreement, each Loan Party expressly disclaims any reliance on any representations, acts, or omissions by any of the Released Parties and hereby agrees and acknowledges that the validity and effectiveness of the releases set forth above does not depend in any way on any such representation, acts and/or omissions or the accuracy, completeness, or validity thereof. The provisions of this Section 13 shall survive the termination of this Agreement and the Loan Documents and the payment in full in cash of all Obligations of the Loan Parties under or in respect of the Credit Agreement and other Loan Documents and all other amounts owing thereunder.

[Signature pages follow]

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed and delivered as of the day and year first above written.

[Signature Page to Amendment No. 1]

[Signature Page to Amendment No. 1]

[Signature Page to Amendment No. 1]

[Signature Page to Amendment No. 1]

[Signature Page to Amendment No. 1]

[Signature Page to Amendment No. 1]

EXHIBIT A to Amendment

Conformed Credit Agreement

[SEE ATTACHED]

Execution Version 

Exhibit A to Amendment No. 1

SECOND AMENDED AND RESTATED

SECOND LIEN TERM LOAN CREDIT AGREEMENT

among

TEAM, INC.,

as the Borrower,

THE LENDERS FROM TIME TO TIME PARTY HERETO,

and

CANTOR ▇▇▇▇▇▇▇▇▇▇ SECURITIES,

as the Agent

Dated as of March 12, 2025

TABLE OF CONTENTS

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SECOND AMENDED AND RESTATED

SECOND LIEN TERM LOAN CREDIT AGREEMENT

This SECOND AMENDED AND RESTATED SECOND LIEN TERM LOAN CREDIT AGREEMENT, is entered into as of March 12, 2025, among (i) TEAM, INC., a Delaware corporation (the “Borrower”), (ii) each of the lenders identified as a “Lender” on Annex A attached hereto (together with each of its respective successors and assigns, if any, each a “Lender” and, collectively, the “Lenders”), and (iii) CANTOR ▇▇▇▇▇▇▇▇▇▇ SECURITIES, acting not individually but as administrative agent and collateral agent on behalf of, and for the benefit of, the Lenders and all other Secured Parties (in such capacity, together with its successors and assigns, if any, in such capacitycapacities, herein called the “Agent”).

WITNESSETH:

WHEREAS, the Borrower, the Lenders and the Agent are parties to that certain ▇▇▇▇▇▇▇ and Restated Term Loan Credit Agreement, dated as of June 16, 2023 (as amended, restated, supplemented, or otherwise modified prior to the date hereof, the “Existing Credit Agreement”);

WHEREAS, the Borrower has requested that, upon the satisfaction in full of the applicable conditions precedent set forth in Article V below, the applicable Lenders extend credit to the Borrower on the Closing Date in the form of (i) 2025 Term Commitments and 2025 Term Loans in an aggregate principal amount of $97,413,198.18 and (ii) Delayed Draw Term Commitments in an aggregate commitment amount of $10,000,000, in each case, on the terms and subject to the conditions set forth in this Agreement;

WHEREAS, the proceeds of the 2025 Term Loans, together with the proceeds of the loans under the First Lien Credit Agreement, will be used on the Closing Date to repay in full all Existing Loans outstanding immediately prior to the Closing Date, and the proceeds of the Delayed Draw Term Loans will be available after the Closing Date and will be used for working capital and general liquidity purposes;

WHEREAS, the Lenders are willing to extend credit to the Borrower on the terms and subject to the conditions set forth herein.

NOW, THEREFORE, in respect of the foregoing premises and other valuable consideration, the receipt and sufficiency of which are hereby mutually acknowledged, the Borrower, the Lenders, and the Agent, each intending to be legally bound, hereby agree as follows:

ARTICLE I.

DEFINITIONS

1.1 Definitions. Any terms (whether capitalized or lower case) used in this Agreement that are defined in the UCC or the PPSA (including Account, Account Debtor, Chattel Paper, Commercial Tort Claims, Deposit Account, Drafts, Documents, Equipment, Farm Products, Fixtures, General Intangibles, Inventory, Investment Property, Instruments, Promissory Notes, Proceeds, Securities Account and Supporting Obligations) shall be construed and defined as set forth in the UCC or the PPSA, as applicable, unless otherwise defined herein. In addition, as used herein, the following terms shall have the meanings herein specified (to be equally applicable to both the singular and plural forms of the terms defined):

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“1970 Group SIRFA” means, collectively, (i) that certain Substitute Insurance Collateral Facility Agreement, dated as of August 25, 2025, between Olympus LC Applicant, LLC and the Borrower, as permitted hereunder to be amended, amended and restated, supplemented or otherwise modified from time to time in accordance with this Agreement and the 1970 Group Originator Subordination Agreement, (ii) that certain Substitute Insurance Collateral Facility Program Agreement, dated as of August 25, 2025, between 1970 Group Originator, Inc. and the Borrower, as permitted hereunder to be amended, amended and restated, supplemented or otherwise modified from time to time in accordance with this Agreement and the 1970 Group Subordination Agreement and (iii) that certain Amended and Restated Substitute Insurance Reimbursement Facility Agreement dated as of September 16, 2024 between 1970 Group Inc. and the Borrower, as permitted hereunder to be amended, amended and restated, supplemented or otherwise modified from time to time in accordance with this Agreement and the 1970 Group Subordination Agreement.

“1970 Group Originator Subordination Agreement” means that certain Amended and Restated Subordination Agreement, dated as of the ClosingAmendment No. 1 Effective Date, among (a) Olympus LC Applicant, LLC (as the immediate successor in interest to 1970 Group Originator, Inc.), (b) the First Lien Agent, (c) the Agent and, (d) the ABL Agent, (e) the Borrower and the other Loan Parties party thereto and (f) as acknowledged by 1970 Group Originator Inc.

“1970 Group Subordination Agreement” means, collectively, (i) the Original 1970 Group Subordination Agreement and (ii) the 1970 Group Originator Subordination Agreement.

“2025 Preferred Certificate of Designation” means that certain Certificate of Designation of Series B Preferred Stock of the Borrower, filed with the Secretary of State of the State of Delaware on or about the Amendment No. 1 Effective Date, relating to the preferred equity interests issued in connection with the 2025 Preferred Equity Investment (as amended, restated, amended and restated, supplemented or otherwise modified from time to time to the extent not prohibited by Section 8.17(b)(ii)).

“2025 Preferred Documents” means, collectively, the 2025 Preferred Certificate of Designation and the Warrants.

“2025 Preferred Equity Investment” means, collectively, the issuances of preferred equity interests (including the Initial 2025 Preferred Equity Investment and any subsequent delayed draw issuances of preferred equity interests) (as contemplated by the 2025 Preferred Securities Purchase Agreement and the 2025 Preferred Documents) pursuant to the 2025 Preferred Securities Purchase Agreement and all other transactions related to the foregoing.

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“2025 Preferred Equity Investor” means Stellex and/or any of its Affiliates.

“ 2025 Preferred Securities Purchase Agreement” means that certain Securities Purchase Agreement, dated as of the Amendment No. 1 Effective Date, by and among the Borrower, InspectionTech Holdings LP, a Delaware limited partnership, and the other parties from time to time party thereto (as amended, restated, amended and restated, supplemented or otherwise modified from time to time to the extent not prohibited by Section 8.17(b)(ii)).

“2025 Term Commitment” means the commitment of each Lender to make 2025 Term Loans, subject to the terms and conditions set forth herein, up to the maximum amount specified for such Lender on Annex A or in the applicable Assignment and Acceptance. The aggregate amount of the 2025 Term Commitments on the Closing Date (prior to the incurrence of any 2025 Term Loans on such date) is $97,413,198.18.

“2025 Term Lender” means a Lender holding a 2025 Term Commitment or 2025 Term Loan.

“2025 Term Loan” means a Loan made to the Borrower on the Closing Date pursuant to Section 2.1(a)(ii).

“ABL Agent” means Eclipse Business Capital LLC, in its capacity as administrative agent and/or collateral agent for the lenders under the ABL Credit Agreement, or the administrative agent and/or collateral agent (or similar agent) under any other ABL Facility, and any successor thereto in any such capacity.

“ABL Credit Agreement” means that certain Credit Agreement, dated as of February 11, 2022, by and among the Borrower, the lenders party thereto from time to time and ABL Agent, as amended, restated, amended and restated, supplemented or otherwise modified (including increasing the amount loaned thereunder) or extended or refinanced from time to time in accordance with Section 8.1(k) and the ABL Intercreditor Agreement.

“ABL Extension” means the extension of the “Scheduled Maturity Date” as defined in the ABL Credit Agreement from September 30, 2027 to at least September 30, 2028.

“ABL Facility” means Indebtedness under (a) the ABL Credit Agreement and (b) any credit facility that refunds, replaces (whether upon termination or otherwise) or refinances in whole or in part any Indebtedness under the ABL Credit Agreement from time to time; provided that any ABL Facility must comply with the requirements of Section 8.1(k).

“ABL Intercreditor Agreement” means that certain ABL Intercreditor Agreement, dated as of the date of this AgreementClosing Date, between the Agent, the First Lien Agent and the ABL Agent (as amended by that certain Amendment No. 1 to ABL Intercreditor Agreement, dated as of the Amendment No. 1 Effective Date).

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“ABL Loan Documents” means (a) the ABL Credit Agreement and (b) each of the other agreements, instruments and other documents with respect to the ABL Obligations, all as in effect on the date hereof or as may be amended, modified or supplemented from time to time in accordance with the ABL Intercreditor Agreement.

“ABL Obligations” means all “ABL Debt” (as defined in the ABL Intercreditor Agreement).

“ABL Payoff Letter” means that certain letter agreement, dated as of the Closing Date, by and between the ABL Agent and the Borrower.

“ABL Priority Collateral” has the meaning assigned to the term “ABL Priority Collateral” in the ABL Intercreditor Agreement.

“Acceptable Intercreditor Agreement” means an intercreditor agreement on customary terms, in form and substance reasonably acceptable to the Required Lenders, entered into by and among the Loan Parties, the Agent, and certain lenders, and the Borrower with respect to the applicable tranche of Indebtedness, (or such lenders’ agent or debt representative) pursuant to which such Indebtedness is made subordinate in right of payment to Payment in Full of all Obligations on terms reasonably satisfactory to the Required Lenders.

“Acceptance Date” has the meaning specified in Section 12.7(b).

“Advance” means amounts advanced by the Lenders (or any of them, as applicable) to or for the benefit of Borrower pursuant to Section 2.1 hereof on the occasion of any borrowing and “Advances” shall mean more than one Advance.

“Affected Financial Institution” means (a) any EEA Financial Institution or (b) any UK Financial Institution.

“Affiliate” means, as to any Person, any other Person who directly or indirectly Controls, is under common Control with, is Controlled by or is a director, officer, manager or general partner of such Person, provided that, (a) in any event, any Person who owns directly or indirectly 15% or more of the economic interests or Voting Interests of a Person, shall be deemed to control such Person and (b) for the avoidance of doubt, Stellex shall constitute an Affiliate of the Loan Parties under this Agreement for so long as it would satisfy this definition. Without limitation of the foregoing, the following Persons shall at all times constitute Affiliates of the Borrower: (i) the Borrower, (ii) each Guarantor and (iii) all Subsidiaries. Notwithstanding the forgoingforegoing, Corre and each Corre Affiliate shall be deemed not to be an Affiliate of the Borrower for any purpose under this Agreement or any of the other Loan Documents.

“Agent” has the meaning specified in the preamble to this Agreement.

“Agent Fee Letter” means that certain letter agreement, dated as of the Closing Date, among the Borrower and the Agent.

“Agent Parties” has the meaning specified in Section 12.26(b).

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“Agent’s Payment Account” means an account designated on the Closing Date and from time to time thereafter by Agent to the Lenders and Borrower as the “Agent’s Payment Account”.

“Agreement” means this Second Amended and Restated Second Lien Term Loan Credit Agreement, as amended, amended and restated, supplemented or otherwise modified from time to time.

“AHYDO Catch-Up Payment” has the meaning specified in Section 2.5(c)(ii).

“AHYDO Catch-Up Payment Date” has the meaning specified in Section 2.5(c)(ii).

“Amendment No. 1” means that certain Amendment No. 1 to Second Amended and Restated Second Lien Term Loan Credit Agreement, dated as of the Amendment No. 1 Effective Date, by and among the Borrower, the Guarantors party thereto, the Lenders party thereto and the Agent.

“Amendment No. 1 Effective Date” means the date on which the conditions set forth in Section 4 of Amendment No. 1 were satisfied, which date was September 11, 2025.

“Amendment No. 1 Prepayment” means the prepayment in an aggregate amount equal to $41,803,211.43 of principal of Obligations (plus accrued and unpaid cash interest thereon) substantially concurrently with the Amendment No. 1 Effective Date made solely from proceeds of the Initial 2025 Preferred Equity Investment and the Initial Warrants.

“Amendment No. 1 Transaction Expenses” means any fees, expenses, costs and/or charges, without duplication, incurred or paid by the Borrower or any Subsidiary in connection with the Amendment No. 1 Transactions (including any prepayment premiums or similar fees, including in respect of Indebtedness repaid or prepaid with proceeds of the 2025 Preferred Equity Investment and the Warrants and any reimbursement of fees, expenses, costs and/or charges of the 2025 Preferred Equity Investor).

“Amendment No. 1 Transactions” means, collectively, (a) the execution and delivery of the 2025 Preferred Securities Purchase Agreement, any preferred stock issued pursuant to or in connection with the 2025 Preferred Securities Purchase Agreement and the Warrants, the filing and adoption of the 2025 Preferred Certificate of Designation and the consummation of the 2025 Preferred Equity Investment, the issuance of the Warrants and any other transactions contemplated by the 2025 Preferred Securities Purchase Agreement, (b) the execution and delivery of Amendment No. 1, (c) the Amendment No. 1 Prepayment, (d) the repayment of loans outstanding under the ABL Credit Agreement in an aggregate principal amount equal to $25,000,000 (without a concurrent reduction of Commitments (as defined in the ABL Credit Agreement)), (e) the execution and delivery of any amendment to the ABL Credit Agreement on or substantially concurrently with the Amendment No. 1 Effective Date, (f) the execution and delivery of any amendment to the First Lien Credit Agreement on or substantially concurrently with the Amendment No. 1 Effective Date, (g) the execution and delivery of Amendment No. 1 to the ABL Intercreditor Agreement (which amends the ABL Intercreditor Agreement and the Second Lien Intercreditor Agreement) on or substantially concurrently with the Amendment No. 1 Effective Date and (h) the consummation of the transactions contemplated by any of the foregoing.

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“Anti-Corruption Laws” means the United States Foreign Corrupt Practices Act of 1977, the UK Bribery Act of 2010, the Corruption of Foreign Public Officials Act (Canada), each as amended, and all other laws and regulations or ordinances concerning or relating to bribery or corruption in any jurisdiction.

“Anti-Money Laundering Laws” means the statutes, laws, regulations, or rules in any jurisdiction that relate to terrorism financing, money laundering, any predicate crime to money laundering, anti-terrorist financing, “know-your customer” laws or any financial record keeping and reporting requirements related thereto, including, but not limited to, the Bank Secrecy Act (31 U.S.C. § 5311 et seq.), the Patriot Act and the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada).

“Applicable Premium” means, in connection with the occurrence of an Applicable Premium Trigger Event, with respect to any Loans in connection with the occurrence of an Applicable Premium Trigger Event:

(a) during the period from and after the Closing Date up to and including the first anniversary of the Closing Date (or in the case of any Delayed Draw Term Loans, the first anniversary of the applicable Delayed Draw Funding Date), an amount equal to 0.00% of the aggregate principal amount of the Loans being prepaid or repaid on such date;

(b) during the period from the day after the first anniversary of the Closing Date (or in the case of any Delayed Draw Term Loans, the first anniversary of the applicable Delayed Draw Funding Date) up to and including the second anniversary of the Closing Date (or in the case of any Delayed Draw Term Loans, the second anniversary of the applicable Delayed Draw Funding Date), an amount equal to 4.00% of the aggregate principal amount of the Loans being prepaid or repaid on such date; and

(c) at any time after the second anniversary of the Closing Date (or in the case of any Delayed Draw Term Loans, the second anniversary of the applicable Delayed Draw Funding Date), an amount equal to 8.00% of the aggregate principal amount of the Loans being paid on such date.

“Applicable Premium Trigger Event” means:

(i) any payment by any Loan Party of all, or any part, of the principal balance of any Loan for any reason (including any optional prepayment or mandatory prepayment other than any prepayment made pursuant to a Casualty Event, a Change of Control or, pursuant to Section 2.5(b)(iiii) unless and until the amount of all such mandatory prepayments exceeds $10,000,000 in the aggregate (and only the amount in excess of such threshold) or Section 2.5(b)(viii)) whether before or after (A) the occurrence of an Event of Default, (B) the commencement of any Insolvency Event, and notwithstanding any acceleration (for any reason) of the Obligations or (C) pursuant to Section 2.11;

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(ii) the occurrence of any Change of Control;

(iii) the acceleration of the Obligations following an Event of Default, including acceleration in accordance with Section 10.2, including as a result of the commencement of an Insolvency Event;

(iv) the satisfaction, release, payment, restructuring, reorganization, replacement, reinstatement, defeasance or compromise of any of the Obligations in any Insolvency Event, foreclosure (whether by power of judicial proceeding or otherwise) or deed in lieu of foreclosure or the making of a distribution of any kind in any Insolvency Event to Agent, for the account of the Lenders in full or partial satisfaction of the Obligations; or

(v) the termination of this Agreement for any reason (other than in connection with a Change of Control transaction).

If any Applicable Premium Trigger Event described in the foregoing clauses (ii) through (v) occurs, then, solely for purposes of calculating the Applicable Premium due and payable in connection therewith, the entire amount of the Loans shall be deemed to have been prepaid on the date on which such Applicable Premium Trigger Event occurs.

“Asset Disposition” means any direct or indirect sale, lease or sub-lease (as lessor or sublessor), sale and leaseback, transfer, assignment, conveyance, exclusive license (as licensor or sublicensor), issuance or other disposition, or any exchange or property with or a series of related sales, leases, transfers, issuances or dispositions that are part of a common plan, of shares of Equity Interests of a Subsidiary (other than directors’ qualifying shares), property or other assets of any kind, whether real, personal, or mixed and whether tangible or intangible, whether now owned or hereafter acquired, leased or licensed (each referred to for the purposes of this definition as a “disposition”) by the Borrower or any of its Subsidiaries, including any disposition by means of a merger, amalgamation, consolidation or similar transaction (other than, in each case of the foregoing, dispositions in an amount less than or equal to the greater of $6,000,000 and 10% of EBITDA per transaction or series of related transactions).

“Assignment and Acceptance” means an Assignment and Acceptance entered into by a Lender and its assignee, and accepted by Agent, to be substantially in the form of Exhibit J, or such other form as acceptable to Agent.

“Auditors” means any of the “big 4” national firms, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ or BDO Global or another nationally recognized firm of independent public accountants selected by ▇▇▇▇▇▇▇▇ and reasonably satisfactory to Agent.

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“ Availabl e Amount” shall mean, as of any date of determination (the “Available Amount Reference Date”), an amount (which shall not be less than zero), determined on a cumulative basis, equal to, without duplication (and, in each case, to the extent Not Otherwise Applied):

(a) the sum of (without duplication):

(i) the Available Starter Amount; plus

(ii) 100% of the cumulative portion of Excess Cash Flow in respect of the Available Amount Reference Period relating to such Available Amount Reference Date, which has not been and is not required to be used to prepay the Loans pursuant to Section 2.5(b)(iii), which shall not be less than $0 for any fiscal year; plus

(iii) an amount determined on a cumulative basis equal to the net cash proceeds from an issuance of Equity Interests of the Borrower (or a capital contribution in the Borrower) or its direct or indirect parent company, and which are contributed to the Borrower as cash equity, in each case, after the Amendment No. 1 Effective Date (other than net cash proceeds arising from (A) Disqualified Equity Interests or (B) the 2025 Preferred Equity Investment); plus

(iv) the Net Cash Proceeds of sales of Investments actually received by the Borrower or any Subsidiary in respect of Investments made using the Available Amount pursuant to Section 8.10(f) (but not exceeding the amount of the original Investment); plus

(v) returns, profits, distributions and similar amounts actually received in respect of Investments made using the Available Amount pursuant to Section 8.10(f) (but not exceeding the amount of the original Investment); minus

(b) the sum of (in each case, without duplication):

(i) the aggregate amount of any Restricted Payments made by the Borrower pursuant to Section 8.9(g) after the Amendment No. 1 Effective Date and prior to such Available Amount Reference Date; plus

(ii) the aggregate amount of Investments made pursuant to Section 8.10(f) after the Amendment No. 1 Effective Date and prior to such Available Amount Reference Date; plus

(iii) the aggregate amount of Indebtedness permanently paid or prepaid pursuant to Section 8.17(a)(viii) after the Amendment No. 1 Effective Date and prior to such Available Amount Reference Date.

“Available Amount Conditions” means, except with respect to the use of the Available Starter Amount, (a) immediately before and after giving effect to the applicable Available Amount Transaction, no Default or Event of Default shall be continuing or would result therefrom and (b) the Total Leverage Ratio (on a Pro Forma Basis) as of the last day of the Test Period most recently ended shall be less than 3.75 to 1.00.

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“Available Amount Reference Date” shall have the meaning set forth in the definition of “Available Amount”.

“Available Amount Reference Period” means, with respect to any Available Amount Reference Date, the period commencing immediately after the Amendment No. 1 Effective Date and ending on the applicable Available Amount Reference Date.

“Available Amount Transaction” means, as applicable, an Investment made pursuant to Section 8.10(f), a Restricted Payment made pursuant to Section 8.9(g) or Indebtedness paid pursuant to Section 8.17(a)(viii).

“Available Incremental Amount” means, as of any date, an amount equal to (a) $15,000,000 less (b) the sum of (i) the aggregate amount of all Incremental Commitments extended prior to such date in reliance on the Available Incremental Amount and (ii) the aggregate principal amount of all Incremental Equivalent Debt incurred prior to such date in reliance on the Available Incremental Amount and solely to the extent permitted under the First Lien Credit Agreement.

“Available Starter Amount”means an amount equal to $6,000,000.

“Bail-In Action” means the exercise of any Write-Down and Conversion Powers by the applicable Resolution Authority in respect of any liability of an Affected Financial Institution.

“Bail-In Legislation” means (a) with respect to any EEA Member Country implementing Article 55 of Directive 2014/59/EU of the European Parliament and of the Council of the European Union, the implementing law, regulation, rule or requirement for such EEA Member Country from time to time which is described in the EU Bail-In Legislation Schedule and (b) with respect to the United Kingdom, Part I of the United Kingdom Banking Act 2009 (as amended from time to time) and any other law, regulation or rule applicable in the United Kingdom relating to the resolution of unsound or failing banks, investment firms or other financial institutions or their affiliates (other than through liquidation, administration or other insolvency proceedings).

“Bank Product” means any of the following products, services or facilities extended to any Loan Party or any of its Subsidiaries:

(i) Cash Management Services; and

(ii) products under Hedging Agreements for non-speculative purposes.

“Bank Product Obligations” means Indebtedness and other obligations of any Loan Party or any of its Subsidiaries arising from Bank Products.

“Bankruptcy Code” means Title 11 of the United States Code entitled “Bankruptcy,” as that title may be amended from time to time, or any successor statute.

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“Beneficial Ownership Certification” means a certification regarding beneficial ownership as required by the Beneficial Ownership Regulation.

“Beneficial Ownership Regulation” means 31 C.F.R. § 1010.230.

“Borrower” has the meaning specified in the preamble to this Agreement.

“Borrowing” has the meaning specified in Section 2.3(a).

“Business Day” means any day other than a Saturday, a Sunday or any other day on which commercial banks in New York, New York are required or permitted by law to close.

“Business Plan” means a business plan of the Loan Parties and their Subsidiaries, consisting of consolidated projected balance sheets, related cash flow statements and related profit and loss statements, together with appropriate supporting details and a statement of the underlying assumptions, which covers a one-year period and which is prepared on a monthly basis for the first year and a quarterly basis thereafter.

“Canadian Defined Benefit Pension Plan” means a pension plan registered under the Tax Act, the Pension Benefits Act (Ontario) or any other applicable provincial, territorial, or federal pension benefits standards legislation as amended from time to time and any successor statute which contains a “defined benefit provision”, as such term is defined in subsection 147.1(1) of the Tax Act.

“Canadian Guarantor” means any Guarantor organized under the laws of Canada or a province or territory thereof.

“Canadian Loan Party” means any Loan Party incorporated or organized under the laws of Canada or a province or territory thereof.

“Canadian Multiemployer Pension Plan” means (i) a “multi-employer pension plan” as that term is defined in subsection 1(1) of the Pension Benefits Act (Ontario) or an equivalent plan under pension standards legislation of another applicable provincial, territorial, or federal jurisdiction or (ii) a “multi-employer plan” as that term is defined in subsection 8500(1) of the Income Tax Regulations (Canada).

“Canadian Registered Pension Plan” means a pension plan subject to (i) the Pension Benefits Act (Ontario) or any other applicable provincial, territorial, or federal pension benefits standards legislation as amended from time to time and any successor statute or (ii) a “registered pension plan” as that term is defined in subsection 248(1) of the Tax Act, but excludes a Canadian Multiemployer Pension Plan.

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“Canadian Security Agreement” means an amended and restated second lien guaranty and security agreement, dated as of the Closing Date, in form and substance reasonably satisfactory to the Required Lenders, executed and delivered by each of the Canadian Loan Parties to Agent, as amended, amended and restated, restated, supplemented or otherwise modified from time to time.

“Canadian Security Documents” means the Canadian Security Agreement, any share pledge agreement governed by Canadian law which provides for a Lien in favor of the Agent as security for any of the Obligations, and each other agreement, document or instrument executed by any Loan Party governed by Canadian law which provides for a Lien in favor of the Agent as security for any of the Obligations, each as amended, amended and restated, restated, supplemented or otherwise modified from time to time.

“Capital Expenditures” means, for any period of four consecutive fiscal quartersFiscal Quarters, for Borrower and its Subsidiaries on a consolidated basis, consolidated expenditures during such period that are or are required to be included in or are reflected by the consolidated property, plant, or equipment accounts of Borrower or any of its Subsidiaries, any similar fixed asset, or improvements, replacements, substitutions or additions thereto or therefor which have a useful life of more than one year, or are or are required to be otherwise included as capitalized costs, and shall include all payments in respect of Capitalized Lease Obligations and leasehold improvements, in each case on the balance sheet of Borrower and its Subsidiaries in conformity with GAAP.

“Capital Lease” means, as applied to any Person, any lease of any property (whether real, personal or mixed) by that Person as lessee that, in conformity with GAAP in effect on the date hereof, is or should be accounted for as a capital lease on the balance sheet of that Person.

“Capitalized Lease Obligations” means that portion of the obligations under a Capital Lease which, under GAAP, is or will be required to be capitalized on the books of the lessee, taken at the amount thereof accounted for as Indebtedness (net of Interest Expense) in accordance with GAAP.

“Cash Equivalents” means

(i) securities issued, guaranteed or insured by the United States or any of its agencies with maturities of not more than one year from the date acquired;

(ii) certificates of deposit with maturities of not more than one year from the date acquired, issued by (a) a Lender or its Affiliates; (b) any U.S. federal, Canadian federal, state, provincial or territorial chartered commercial bank of recognized standing which has capital and unimpaired surplus in excess of $500,000,000; or (c) any bank or its holding company that has a short-term commercial paper rating of at least A 1 or the equivalent by Standard & Poor’s Ratings Services or at least P 1 or the equivalent by ▇▇▇▇▇’▇ Investors Service, Inc.;

(iii) repurchase agreements and reverse repurchase agreements with terms of not more than thirty (30) days from the date acquired, for securities of the type described in clause (i) above and entered into only with commercial banks having the qualifications described in clause (ii) above or such other financial institutions with a short-term commercial paper rating of at least A 1 or the equivalent by Standard & Poor’s Ratings Services or at least P 1 or the equivalent by ▇▇▇▇▇’▇ Investors Service, Inc.;

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(iv) commercial paper, other than commercial paper issued by Borrower or any of its Affiliates, issued by any Person incorporated under the laws of the United States, Canada or any state, province or territory thereof and rated at least A 1 or the equivalent thereof by Standard & Poor’s Ratings Services or at least P 1 or the equivalent thereof by ▇▇▇▇▇’▇ Investors Service, Inc., in each case with maturities of not more than one year from the date acquired; and

(v) investments in money market funds registered under the Investment Company Act of 1940, which have net assets of at least $500,000,000 and at least eighty-five percent (85%) of whose assets consist of securities and other obligations of the type described in clauses (i) through (iv) above.

“Cash Management Services” means any one or more of the following types of services or facilities:

(i) credit cards, merchant card services, purchase or debit cards, including non-card e-payables services, or electronic funds transfer services,

(ii) treasury management services (including controlled disbursement, overdraft automatic clearing house fund transfer services, return items, and interstate depository network services) and

(iii) any other demand deposit or operating account relationships or other cash management services.

“Casualty Events” means any event (not constituting an Asset Disposition) occurring after the Closing Date that gives rise to the receipt by a Loan Party or any of its Subsidiaries of any casualty insurance proceeds (including business interruption insurance proceeds) or condemnation awards or other compensation in respect of any equipment, fixed assets or real property (including any improvements thereon) to replace or repair such equipment, fixed assets or real property or as a result of the taking of any assets of the Borrower or any of its Subsidiaries by a Person pursuant to the power of eminent domain, condemnation or otherwise, or pursuant to a sale of any such assets to a purchaser with such power under threat of such a taking thereof.

“CFC” means a “controlled foreign corporation” within the meaning of Section 957 of the Code in which any Loan Party or direct or indirect owner of a Loan Party is a “United States shareholder” within the meaning of Section 951(b) of the Code; provided that notwithstanding anything under any Loan Documents, none of the entities organized or incorporated in England and Wales, Canada or the Netherlands (or successors thereto) shall be considered a CFC or a Foreign Subsidiary, be subject to any Section 956 Limitations, or be or become owned by any entity other than Loan Parties. For purposes of the foregoing, “Section 956 Limitation” means any exclusion or limitation on an entity providing guarantees, pledging its assets, engaging in any repayment or repatriation transaction or on the pledge of Equity Interests issued by any entity, in each case, as a result of such entity being considered a “controlled foreign corporation” under Section 957 of the Code or any adverse tax, cost or impact under Section 956 of the Code or any similar provision.

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“Change in Law” means the occurrence, after the date of this Agreement, of any of the following:

(i) the adoption or taking effect of any law, rule, regulation or treaty;

(ii) any change in any law, rule, regulation or treaty or in the administration, interpretation, implementation or application thereof by any Governmental Authority; or

(iii) the making or issuance of any request, rule, guideline or directive (whether or not having the force of law) by any Governmental Authority;

provided that notwithstanding anything herein to the contrary,

(A) the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith, and

(B) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to be a “Change in Law”, regardless of the date enacted, adopted or issued.

“Change of Control” means that:

(i) any Person or two or more Persons acting in concert, other than the Designated Equity Investor, shall have acquired beneficial ownership, directly or indirectly, of Equity Interests of the Borrower (or other securities convertible into such Equity Interests) representing 50% or more of (x) the combined voting power of all Equity Interests of the Borrower entitled (without regard to the occurrence of any contingency) to vote for the election of members of the Governing Body of the Borrower or (y) the economic Equity Interests of the Borrower,

(ii) Borrower fails to own and control, directly or indirectly, 100% of the Equity Interests of each other Loan Party except where such failure is as a result of a transaction permitted under the Loan Documents,

(iii) a change in control or similar event with respect to any Loan Party, as defined or described under any documentation in respect of Material Indebtedness to which any Loan Party is a party, shall have occurred,

(iv) sale of all or substantially all the assets of the Borrower and its Subsidiaries, or

(v) any “change of control” or similar event under documentation evidencing Material Indebtedness shall occur.

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“Claims” has the meaning specified in Section 12.4(a).

“Class” (a) when used with respect to Lenders, refers to whether such Lenders are 2025 Term Lenders, Delayed Draw Term Lenders or Incremental Lenders (b) when used with respect to Commitments, refers to whether such Commitments are 2025 Term Commitments, Delayed Draw Term Commitments or Incremental Commitments and (c) when used with respect to Loans, refers to whether such Loans are 2025 Term Loans, Delayed Draw Term Loans or Incremental Loans.

“Closing Date” means the date on which the conditions specified in Section 5.1 are satisfied (or waived in accordance with Section 12.5).

“Closing Date Refinancing” means (i) the redemption and/or repayment (or otherwise defeasance) of the Existing Indebtedness in its entirety, (ii) the amendment and restatement of the Existing Credit Agreement in the form of this Agreement and the extension of the 2025 Term Loans and the Delayed Draw Commitments, (iii) the execution of the First Lien Credit Agreement and the extension of credit thereunder and (iv) the refinancing of an aggregate amount of $97,413,198.18 of Term Loans (as defined in the Existing Credit Agreement), inclusive of premium and accrued and unpaid PIK interest, with respect to the credit facility provided pursuant to this Agreement.

“Code” means the Internal Revenue Code of 1986, as in effect from time to time, and all regulations and guidelines promulgated thereunder.

“Collateral” means all assets and interests in assets and proceeds thereof now owned or hereafter acquired by any Person in or upon which a Lien is granted by such Person in favor of Agent or the Lenders under any of the Loan Documents as security for all or any of the Obligations (regardless of whether such ▇▇▇▇ is actually perfected).

“Combine d Cap” means the aggregate amount of adjustments made for any applicable Test Period pursuant to clauses (O), (V), (W) and (X) of the definition of “EBITDA” shall not exceed 20% of EBITDA for such Test Period (before giving effect to such addbacks).

“Commitments” means, the 2025 Term Commitments, the Delayed Draw Commitments, and the Incremental Commitments.

“Commodity Exchange Act” means the Commodity Exchange Act (7 U.S.C. Section 1 et seq.), as amended from time to time, and any successor statute, and all regulations and guidelines promulgated thereunder.

“Communications” has the meaning specified in Section 12.26(b).

“Compliance Certificate” has the meaning specified in Section 7.11(d).

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“Connection Income Taxes” means Other Connection Taxes that are imposed on or measured by net income (however denominated) or that are franchise Taxes or branch profits Taxes.

“Consolidated Funded First Lien Indebtedness” means Consolidated Funded Indebtedness that is secured by a Lien on any assets of the Borrower and its Subsidiaries (other than Liens that are expressly junior in priority to the Liens securing the Obligations or junior in priority to the Liens securing other Consolidated Funded First Lien Indebtedness) and including, for the avoidance of doubt, Consolidated Funded Indebtedness constituting ABL Obligations, but excluding any such Consolidated Funded Indebtedness that is expressly subordinated in right of payment to the Obligations pursuant to a written instrument.

“Consolidated Funded Indebtedness” means, as of any date of determination, for the Borrower and its Subsidiaries on a consolidated basis, the sum of:

(i) the outstanding principal amount of all obligations, whether current or long-term, for borrowed money (including Obligations hereunder) and all obligations evidenced by bonds, debentures, notes, loan agreements or other similar instruments, other than amounts owed pursuant to insurance premium financings,

(ii) all purchase money Indebtedness,

(iii) all direct obligations arising under letters of credit (including standby and commercial), bankers’ acceptances, bank guaranties, surety bonds and similar instruments, other than amounts in respect of the 1970 Group SIRFA solely to the extent that each such letter of credit is not drawn and not reimbursed or otherwise cash collateralized,

(iv) all obligations of such Person to pay the deferred purchase price of assets (other than trade payables incurred in the ordinary course of business and repayable in accordance with customary trade practices and, for the avoidance of doubt, other than royalty payments payable in the ordinary course of business in respect of non-exclusive licenses) and any earn-out or similar obligation, purchase price adjustments and profit-sharing arrangements arising from purchase and sale agreements, in each case to the extent such amount is accounted for as debt in accordance with GAAP,

(v) Capitalized Lease Obligations,

(vi) all obligations to purchase, redeem, retire, defease or otherwise make any payment prior to the Maturity Date in respect of any Equity Interests of such Person (other than pursuant to the 2025 Preferred Documents) or any other Person or any warrant, right or option to acquire such Equity Interest, valued, in the case of a redeemable preferred interest, at the greater of its voluntary or involuntary liquidation preference plus accrued and unpaid dividends (including any Disqualified Equity Interests) (in each case, other than pursuant to the 2025 Preferred Documents);

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(vii) without duplication, all guarantees with respect to outstanding Indebtedness of the types specified in clauses (i) through (vi) above of Persons other than the Borrower or any Subsidiary, and

(viii) all Indebtedness of the types referred to in clauses (i) through (vi) above of any partnership or joint venture (other than a joint venture that is itself a corporation or limited liability company) in which the Borrower or a Subsidiary is a general partner or joint venturer, unless such Indebtedness is expressly made non-recourse to the Borrower or such Subsidiary.

Notwithstanding anything to the contrary in any Loan Document, no obligation pursuant to the 2025 Preferred Documents or the 2025 Preferred Securities Purchase Agreement shall constitute “Consolidated Funded Indebtedness”.

“Contribution Notice” means a contribution notice issued by the Pensions Regulator under section 38 or section 47 of the Pensions Act 2004.

“Control” shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a person, whether through the ownership of voting securities, by contract or otherwise, and the terms “Controlling” and “Controlled” shall have meanings correlative thereto.

“Control Agreement” means an agreement, in form and substance satisfactory to the Agent and the Required Lenders (it being agreed that any agreement requiring Cantor ▇▇▇▇▇▇▇▇▇▇ Securities, in its individual capacity (as opposed to its capacity as Agent for the Secured Parties), to indemnify a banking institution shall not be satisfactory to the Agent), which provides for the Agent to have “control” (as defined in Section 9-104 of the UCC of the State of New York or Section 8-106 of the UCC of the State of New York, as applicable) of Deposit Accounts or Securities Accounts.

“Copyright Security Agreement” means a Second Lien Copyright Security Agreement, in form and substance reasonably satisfactory to the Required Lenders, as amended, restated, amended and restated, supplemented or otherwise modified from time to time.

“Copyrights” means

(i) any and all copyright rights (including derivative rights) in any works subject to the copyright laws of the United States, Canada, England and Wales or the Netherlands or any other country or group of countries, whether as author, assignee, transferee or otherwise,

(ii) all registrations and applications for registration of any such copyright in the United States, Canada, the United Kingdom or the Netherlands or any other country or group of countries, including registrations, supplemental registrations and pending applications for registration in the United States Copyright Office, Canadian Intellectual Property Office and the right to obtain all renewals thereof, including those listed on Schedule 6.1(w);

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(iii) all income, royalties, damages and payments now and hereafter due or payable under and with respect thereto, including payments under all licenses entered into in connection therewith and damages and payments for past, present or future infringements thereof;

(iv) the right to sue for past, present, and future infringements thereof; and all rights corresponding thereto throughout the world.

“Corre” means Corre Partners Management, LLC.

“Corre Affiliate” means Corre or any of its Affiliates.

“Corre Payoff Letter” means that certain letter agreement, dated as of the Closing Date, by and between ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ Securities, as agent under the Existing Credit Agreement, the lenders party thereto and the Borrower.

“Covered Entity” means any of the following: (i) a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b); (ii) a “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or (iii) a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b).

“Cure Amount” has the meaning specified in Section 9.2.

“Cure Expiration Date” has the meaning specified in Section 9.2.

“Debtor Relief Laws” means the Bankruptcy Code, the Bankruptcy and Insolvency Act (Canada), the Companies’ Creditors Arrangement Act (Canada), the Winding up and Restructuring Act (Canada), the debt and/or securities reorganization provisions of the Canada Business Corporations Act or the Business Corporations Act (Ontario), the Insolvency Act 1986 and all other liquidation, conservatorship, receivership, insolvency, reorganization or similar debtor relief laws of the United States, Canada, England and Wales or other any other comparable and applicable jurisdictions from time to time in effect and affecting the rights of creditors generally.

“Default” means any of the events specified in Section 10.1, which, with the giving of notice or lapse of time, or both, or the satisfaction of any other condition, would constitute an Event of Default.

“Default Interest” has the meaning specified in Section 4.2.

“Delayed Draw Availability Period” means the period commencing on the Closing Date and ending on April 15, 2026.; provided that, the Delayed Draw Availability Period (and any Delayed Draw Commitments that have previously terminated) may be extended or reinstated from time to time upon the written request of the Borrower and with the written consent of each applicable Lender holding Delayed Draw Commitments that agrees to reinstate all or any portion of such ▇▇▇▇▇▇’s Delayed Draw Commitments in such ▇▇▇▇▇▇’s sole discretion, with written notice delivered to the Agent as evidence of such extension or reinstatement.

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“Delayed Draw Certificate” means a delayed draw certificate substantially in the form of Exhibit M.

“Delayed Draw Commitment” means the commitment of each Lender to make Delayed Draw Term Loans, subject to the terms and conditions set forth herein, up to the maximum amount specified for such Lender on Annex A or in the applicable Assignment and Acceptance. The initial aggregate amount of the Delayed Draw Commitments on the Closing Date is $10,000,000.00. For the avoidance of doubt, Delayed Draw Commitments shall not include the Existing Delayed Draw Commitments, and each Existing Delayed Draw Commitment is, or concurrently with the Closing Date, shall be, terminated in accordance with the Corre Payoff Letter.

“Delayed Draw Funding Date” means the date of any borrowing of a Delayed Draw Term Loan in accordance with Section 2.3(a).

“Delayed Draw Term Loan” has the meaning specified in Section 2.1(a)(iii).

“Deposit Account” means a demand, time, savings, passbook or like account with a bank, savings and loan association, credit union or like organization, other than an account evidenced by a negotiable certificate of deposit.

“Designated Equity Investor” means Corre and Corre Affiliates. “Designated Equity Investor”does not include Stellex or any Affiliate thereof.

“Designated Jurisdiction” means any country or territory that is the subject of comprehensive Sanctions broadly prohibiting dealings with, in or involving such country or territory (as of the date hereof, the Crimea, Donetsk People’s Republic and Luhansk People’s Republic regions of Ukraine, Cuba, Iran, North Korea and Syria).

“Disqualified Equity Interests” means any Equity Interests that, by their terms (or by the terms of any security or other Equity Interests into which they are convertible or for which they are exchangeable), or upon the happening of any event or condition

(i) mature automatically or are mandatorily redeemable (other than solely for Equity Interests issued by Borrower (and not by one or more of its Subsidiaries) that are not Disqualified Equity Interests), pursuant to a sinking fund obligation or otherwise (except as a result of a change of control or asset sale so long as any rights of the holders thereof upon the occurrence of a change of control or asset sale event shall be subject to the prior repayment in full of the Loans and all other Obligations that are accrued and payable and the termination of the Commitments),

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(ii) are redeemable at the option of the holder thereof (other than solely for Equity Interests issued by Borrower (and not by one or more of its Subsidiaries) that are not Disqualified Equity Interests), in whole or in part,

(iii) provide for the scheduled payments of dividends in cash that are payable without further action or decision of Borrower, or

(iv) are or become convertible into or exchangeable for Indebtedness or any other Equity Interests that would constitute Disqualified Equity Interests, in each case, prior to the date that is 120 days after the Maturity Date.

Notwithstanding anything herein to the contrary, any Equity Interests issued in connection with the Warrants or the 2025 Preferred Equity Investment shall not constitute “Disqualified Equity Interests.”

“Disqualified Institutions” means:

(i) (A) any Person that is a competitor of the Borrower or any of its Subsidiaries and identified by the Borrower in writing to the Agent on or prior to the Closing Date;

(B) any Person that is a competitor of the Borrower or any of its Subsidiaries and identified by the Borrower in writing to the Agent from time to time after the Closing Date; and

(C) together with any Affiliates of such competitors described in the foregoing clauses (a) and (b) that are reasonably identifiable as such on the basis of such Affiliate’s name or otherwise identified in writing by the Borrower to the Agent from time to time (other than any such Affiliate that is a bank, financial institution or fund (other than a Person described in clause (ii) below) that regularly invests in commercial loans or similar extensions of credit in the ordinary course of business and for which no personnel involved with the relevant competitor (1) make investment decisions or (2) have access to non-public information relating to the Borrower or any Person that forms part of the Borrower’s business (including its Subsidiaries)); or

(ii) certain banks, financial institutions, other institutional lenders and investors and other entities that are identified by the Borrower in writing to the Agent on or prior to the Closing Date, together with any Affiliates of such identified entities that are reasonably identifiable as such on the basis of such Affiliate’s name or otherwise identified in writing by the Borrower to the Agent from time to time.

provided that (x) notwithstanding anything herein to the contrary, no written notice shall apply retroactively to disqualify any Person that has previously acquired an assignment or participation interest in any Loans or entered into a trade for either of the foregoing and (y) notwithstanding anything herein to the contrary, (a) the Agent shall not be responsible or have any liability for, or have any duty to ascertain, inquire into, monitor or enforce, compliance with the provisions hereof relating to Disqualified Institutions and (b) the Borrower (on behalf of itself and the other Loan Parties) and the Lenders acknowledge and agree that the Agent shall have no responsibility or obligation to determine whether any Lender or potential Lender is a Disqualified Institution and that the Agent shall have no liability with respect to any assignment or participation made to a Disqualified Institution.

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“Dollars” and the sign “$” means freely transferable lawful currency of the United States of America.

“Domestic Subsidiary” means any direct or indirect subsidiary of a Loan Party that is organized under the laws of the United States, any State thereof or the District of Columbia.

“Dutch Guarantor” means any Guarantor organized under Dutch law.

“Dutch Loan Party” means any Loan Party organized under Dutch law.

“Dutch Security Agreements” means the following Dutch law governed security agreements:

(i) the senior ranking security agreement among the Agent as pledgee and the Loan Parties party thereto as pledgors in relation to the Term Loan Priority Collateral; and

(ii) the junior ranking security agreement among the Agent as pledgee and the Loan Parties party thereto as pledgors in relation to the ABL Priority Collateral.

“Dutch Security Documents” means the Dutch Security Agreements, the Dutch Share Pledges, and each other agreement, document or instrument executed by any Loan Party governed by Dutch law which provides for a Lien in favor of the Agent as security for any of the Obligations, each as amended, amended and restated, restated, supplemented or otherwise modified from time to time.

“Dutch Share Pledges” means the following Dutch law governed notarial deeds of pledge of shares:

(i) the deed of pledge of shares among the Agent as pledgee, Team Industrial Services Europe B.V. as pledgor and Team Industrial Services Netherlands B.V. as company;

(ii) the deed of pledge of shares among the Agent as pledgee, Team Industrial Services Europe B.V. as pledgor and Threshold Inspection & Application Training Europe B.V. as company;

(iii) the deed of pledge of shares among the Agent as pledgee, Team Industrial Services Europe B.V. as pledgor and Quality Inspection Services B.V. as company;

(iv) the deed of pledge of shares among the Agent as pledgee, Team Industrial Services Europe B.V. as pledgor and Team Valve Repair Services B.V. as company;

(v) the deed of pledge of shares among the Agent as pledgee, Team Industrial Services Netherlands B.V. as pledgor and Teaminc Europe B.V. as company;

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(vi) the deed of pledge of shares among the Agent as pledgee, Team Industrial Services Europe B.V. as pledgor and Furmanite B.V. as company;

(vii) the deed of pledge of shares among the Agent as pledgee, Team Industrial Services International, Inc. as pledgor and Team Industrial Services Europe B.V. as company; and

(viii) the deed of pledge of shares among the Agent as pledgee, Team Industrial Services Europe B.V. as pledgor and Furmanite Holding B.V. as company.

“EBITDA” means, for any period, with respect to the Borrower and its Subsidiaries on a consolidated basis in accordance with GAAP, Net Income for such period,

(i) plus in each case, to the extent deducted in determining Net Income for such period without duplication:

(A) the amount of depreciation and amortization of fixed and intangible assets during such period, plus

(B) all Interest Expense and all fees for the use of money or the availability of money, including commitment, facility and like fees, premium (including any prepayment premium or Applicable Premium solely to the extent (x) reducing Net Income and (y) such prepayment premium or Applicable Premium is required to be paid upon a prepayment as set forth in the applicable document governing such Indebtedness as of the Closing Date) and charges upon Indebtedness (including Indebtedness to Agent or Lenders) paid or payable during such period, without duplication, plus

(C) net Tax Expense paid or accrued during such period, without duplication, plus

(D) the amount of all non-cash share-based compensation during such period, plus

(E) [reserved], plus

(F) Transaction Expenses to the extent paid or to the extent invoices are received by the Borrower or its Affiliates on or within one hundred eighty (180) days of the Closing Date in an amount not to exceed $6,000,000 in the aggregate, provided, that no amounts shall be permitted to be added back pursuant to this clause (F) to the extent duplicative of any expenses or charges otherwise added back to EBITDA for such measurement period, plus

(G) financing fees, financial and other advisory fees, accounting fees, legal fees (and similar advisory and consulting fees), and related costs and expenses incurred during such period by the Borrower or any Subsidiary in connection with asset sales permitted by Section 8.5, any transaction with the Designated Equity Investor which would otherwise constitute a Change of Control, but for the exclusion of the Designated

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Equity Investor, as applicable, from clause (i) thereof, the refinancing of Indebtedness pursuant to Sections 8.1(a), (k), (l), or (n) or (s), the making of any Incremental Facility Amendment or the incurrence of any Incremental Equivalent Debt (including any fees and expenses related to any amendments, supplements, modifications and maturity date extensions thereof) or otherwise consented to by the Required Lenders (whether or not consummated), in each case, to the extent not prohibited under this Agreement, to the extent paid or accrued in accordance with GAAP on or within one hundred eighty (180) days of the closing date of such transaction in an amount not to exceed (x) $5,000,000 in the aggregate for any refinancings of Indebtedness pursuant to Sections 8.1(a), (k), (l), or (n) or (s), the making of any Incremental Facility Amendment or the incurrence of any Incremental Equivalent Debt (including any fees and expenses related to any amendments, supplements, modifications and maturity date extensions thereof), and (y) $750,000 per annum in the aggregate for any asset sales permitted by Section 8.5, provided that no maximum aggregate amount shall apply to any fees, costs and expenses incurred in relation to any transaction with the Designated Equity Investor which would otherwise constitute a Change of Control, but for the exclusion of the Designated Equity Investor, from clause (i) thereof, provided, further, that no amounts shall be permitted to be added back pursuant to this clause (G) to the extent duplicative of any expenses or charges otherwise added back to EBITDA for such measurement period, plus

(H) any loss in connection with any disposition of assets during such period, plus

(I) non-cash losses incurred during such period for currency exchanges in accordance with GAAP, plus

(J) non-cash losses from foreign exchange conversions and mark-to-market adjustments due to foreign currency remeasurement and/or hedge agreements (or other derivatives) during such period, plus

(K) the aggregate amount of all non-cash charges, expenses, fees or losses during such period, plus

(L) [reserved], plus

(M) legal fees and other expenses incurred related to litigation and reserves established for non-routine matters, plus

(N) all (A) Amendment No. 1 Transaction Expenses and (B) non-operating professional fees, costs and expenses, in each case, during such period to the extent paid or to the extent invoices are received by the Borrower or its Affiliates on or prior to the date that is one hundred eighty (180) days after the Amendment No. 1 Effective Date (or such later date as the Agent (acting at the direction of the Required Lenders) may agree in its sole discretion), in an aggregate amount for the foregoing clauses (A) and (B), collectively, not to exceed $10,000,000 in the aggregate, provided, that no amounts shall be permitted to be added back pursuant to this clause (N) to the extent duplicative of any expenses or charges otherwise added back to EBITDA for such measurement period, plus

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(LO) non-recurring business optimization expenses and other non-recurring restructuring charges or reserves, in each case, consisting of severance, lease term charges, and other similar non-recurring expenses paid or accrued during such period (the “Non-Recurring Expenses”);, provided that (i) the aggregate amount added back pursuant to this clause (LO) for any measurement period shall not exceed 10% of EBITDA for such measurement period (calculated before giving effect to such adjustmentsbe subject to the Combined Cap, plus

(P) items reducing Net Income of such Person for such period to the extent (i) covered by a binding indemnification or refunding obligation or insurance, (ii) paid or payable (directly or indirectly) by a third party (except to the extent such payment gives rise to reimbursement obligations) or with the proceeds of a contribution to equity capital of such Person or (iii) such Person is directly or indirectly, reimbursed for such item by a third party, so long as such Person has submitted in good faith, and reasonably expects to receive payment in connection with, a claim for reimbursement of such amounts under its relevant insurance policy (in the case of any add-backs pursuant to this clause (P), with a deduction in the applicable future period for any amount so added back to the extent not so reimbursed within the next Fiscal Quarter), plus

(Q) the amount of indemnities and expenses paid in such period by such Person or otherwise to any member of the board of directors of such Person, the 2025 Preferred Equity Investor, a Designated Equity Investor or any Affiliate of a 2025 Preferred Equity Investor or a Designated Equity Investor and the amount of any fees and other compensation paid to the members of the board of directors (or the equivalent thereof) of such Person or any of its parent entities, solely to the extent any such amount is permitted to be paid under Section 8.9, plus

(R) the non-cash portion of “straight line” rent expense less the cash portion of “straight line” rent expense which exceeds the cash amount paid in respect thereof, provided that to the extent such Person elects to add back such non-cash charge or expense, the cash payment in respect thereof in such future period shall be subtracted from EBITDA to such extent, plus

(S) (A) minority interest expense of such Person for such period, including expense or deduction attributable to minority Equity Interests of third parties in any Subsidiary and (B) charges, costs and expenses consisting of income attributable to minority interests and non-controlling interests of third parties in any non-wholly-owned Subsidiary, excluding cash distributions in respect thereof, and the amount of any reductions in arriving at Net Income resulting from the application of ASC Topic No. 810, Consolidation, plus

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(T) payments by the Borrower and its Subsidiaries paid or accrued during such period with respect to deferred purchase price in respect of assets, securities, services or business including earn-outs and contingent consideration obligations, bonuses and other compensation, payments in respect of dissenting shares, and purchase price adjustments, made by such Person during such period, solely to the extent such payments are permitted hereunder, plus

(U) the amount of any losses from abandoned, closed or discontinued operations, solely to the extent such operations are reasonably anticipated to be so abandoned, closed or discontinued within ninety (90) days of the last day of such period, provided that the amount permitted to be added back pursuant to this clause (U) for any period shall not exceed $6,000,000 in the aggregate, plus

(V) losses or discounts on a sale of receivables and any related assets in connection with any receivables sale, factoring or similar financing transaction or series of transactions permitted hereunder, provided that the amount permitted to be added back pursuant to this clause (V) for any period shall be subject to the Combined Cap, plus

), ((W) the amount of “run-rate” cost savings, operating expense reductions and cost synergies resulting from, or related to (1) mergers and other business combinations, acquisitions, Investments, dispositions or other sales of assets, discontinuance of activities or operations and other specified transactions, restructurings, cost savings initiatives, operational changes, and operating cost initiatives and improvements, that are projected by the Borrower in good faith to result from actions taken, committed to be taken or expected to be taken or with respect to which substantial steps have been taken or are expected to be taken, no later than twelve (12) months after the end of such period (which amounts will be determined by the Borrower in good faith and calculated on a pro forma basis as though amounts had been realized on the first day of the period for which EBITDA is being determined), net of the amount of actual benefits realized during such period from such actions; provided that, (i) in the good faith judgment of the Borrower, such cost savings are reasonably identifiable, reasonably anticipated to be realized, and factually supportable (it being agreed that such determination need not be made in compliance with Regulation S-X or other applicable securities law) and (ii) the Agent shall have received a duly executed certificate of an officer of the Borrower (which may be included in the applicable Compliance Certificate), certifying the requirements under this clause (LW)(1) and accompanied by a reasonably detailed statement or schedule of such Non-Recurring Expensesadd backs, and other supporting information that may be reasonably requested by the Agent (acting at the direction of the Required Lenders), which shall be in form and substance reasonably satisfactory to the Required LendersAgent, delivered on or prior to the date a Compliance Certificate is delivered pursuant to Section 7.11(d) and (iii) no amounts shall be permitted to be; provided, further, that the aggregate amount added back pursuant to this clause (L) to the extent duplicative of any expenses or charges otherwise added back to EBITDA, whether through a pro forma adjustment or otherwise, for such measurement periodW)(1) for any period shall be subject to the Combined Cap or (2) changes in insurance programs that occurred on, prior to, or after the Amendment No. 1 Effective Date, provided that the aggregate amount added back pursuant to this clause (W)(2) shall not exceed $7,500,000 in the aggregate, plus

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(M) legal fees and other expenses incurred related to litigation and reserves established for non-routine matters;

(X) adjustments, exclusions and addbacks evidenced by or contained in any quality of earnings report prepared by a nationally recognized accounting firm (or other advisor reasonably acceptable to the Required Lenders) and furnished to the Agent in connection with any permitted acquisition, other similar investment or any other transaction consummated after the Closing Date to the extent reasonably satisfactory to the Agent (acting at the direction of the Required Lenders, such consent not to be unreasonably withheld, delayed or conditioned), provided that the aggregate amount added back pursuant to this clause (X) for any period shall be subject to the Combined Cap,

(ii) less in each case, to the extent included in determining Net Income for such period, without duplication:

(A) the amount of all non-recurring gains during such period, less

(B) any gain in connection with any disposition of assets, less

(C) non-cash gains with respect to cash actually received in a prior period unless such cash did not increase EBITDA in such prior period, less

(CD)non-cash gains incurred during such period for currency exchanges in accordance with GAAP, less

(DE) non-cash gains from foreign exchange conversions and mark-to-market adjustments due to foreign currency remeasurement and/or hedge agreements (or other derivatives), less

(EF) the aggregate amount of non-cash gains during such period increasing Net Income of such Person for such period, excluding any gains that represent the reversal of any accrual of, or cash reserve for, anticipated cash charges in any prior period (other than such cash charges that have been added back to Net Income in calculating EBITDA in accordance with this definition), less

(FG) gains due to adjustments in legal reserves and other legal costs related to non-routine matters;

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and provided, further, that notwithstanding anything to the contrary contained herein, EBITDA shall be deemed to be $6,506,84613,097,000, $21,812,91415,962,000, $11,311,0115,232,000 and $14,631,00026,535,000, respectively, for the fiscal quarters ended March 31, 2024, June 30, 2024,Fiscal Quarters ended September 30, 2024 and, December 31, 2024., March 31, 2025 and June 30, 2025, it being agreed that the amounts deemed for any of the foregoing Fiscal Quarters shall not be subject to any add-back or adjustment, including in respect of any pro forma or “run-rate” adjustments (other than pro forma adjustments with respect to the permitted acquisitions or similar Investments permitted pursuant to Section 8.10(l) which occur after the Amendment No. 1 Effective Date, as expressly permitted by Section 1.2(b)) and, for purposes of determining EBITDA under this Agreement for any period that includes any of the foregoing Fiscal Quarters, no add-backs or adjustments shall be duplicative of amounts already addressed and included in the foregoing deemed EBITDA amounts.

“EEA Financial Institution” means (i) any credit institution or investment firm established in any EEA Member Country which is subject to the supervision of an EEA Resolution Authority, (ii) any entity established in an EEA Member Country which is a parent of an institution described in clause (i) of this definition, or (iii) any financial institution established in an EEA Member Country which is a subsidiary of an institution described in clauses (i) or (ii) of this definition and is subject to consolidated supervision with its parent.

“EEA Member Country” means any of the member states of the European Union, Iceland, Liechtenstein, and Norway.

“EEA Resolution Authority” means any public administrative authority or any person entrusted with public administrative authority of any EEA Member Country (including any delegee) having responsibility for the resolution of any EEA Financial Institution.

“Eligible Assignee” means any

(i) a Lender or any Affiliate thereof;

(ii) Stellex, any Stellex Affiliated Lender, Corre or any Corre Affiliate; or

(iii) any other Person;

provided that

(A) none of any owner of Equity Interests of a Loan Party, any Loan Party or any of their respective Affiliates (other than Corre and Corre Affiliates and Stellex and Stellex Affiliated Lenders) shall qualify as an Eligible Assignee,

(B) a natural person shall not qualify as an Eligible Assignee,

(C) each Eligible Assignee under clausesclause (iii) hereof shall be reasonably acceptable to and subject to the consent of Agent (such consent not to be unreasonably withheld),

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(D) nothing herein shall restrict or require the consent of any Person to the pledge by any Lender of all or any portion of its rights and interests under this Agreement or any other Loan Document to any Federal Reserve Bank in accordance with Regulation A of the Board of Governors of the Federal Reserve System or U.S. Treasury Regulation 31 C. F. R. § 203.14, and such Federal Reserve Bank may enforce such pledge in any manner permitted by applicable law, and

(E) a Disqualified Institution shall not qualify as an Eligible Assignee.

“English Security Documents” means: (i) the English law governed debenture to be made between the UK Loan Parties as chargors and the Agent (the “English Debenture”); (ii) the English law governed share charge and subordinated debt assignment to be made between each Loan Party which is the holder of the shares in the UK Loan Parties (other than UK Loan Parties which are already party to the English Debenture as chargors) in favor of the Agent (the “English Share Charge”) and (iii) each other agreement, deed, instrument or document executed by any Loan Party governed by English law which provides for a Lien in favor of the Agent as security for any of the Obligations, in each case in form and substance satisfactory to the Required Lenders, each as amended, amended and restated, restated, supplemented or otherwise modified from time to time.

“Entity” for each Loan Party (other than an individual), means its status, as applicable, as a corporation, limited liability company or limited partnership.

“Environment” means ambient air, indoor air, surface water (including potable waters, navigable waters and wetlands), groundwater, surface and subsurface strata, natural resources, wildlife, plant life, biota, and the workplace or as otherwise defined in Environmental Laws.

“Environmental Action” means any summons, citation, notice of investigation or judicial or administrative proceeding, action, suit, abatement order or other order, judgment, decree or directive (conditional or otherwise) from any Governmental Authority, or any written notice of violation, complaint, claim, or other demand from any Person arising (i) pursuant to Environmental Laws, (ii) in connection with any actual or alleged violation of, or liability pursuant to, Environmental Laws, including any Permits issued pursuant to Environmental Laws, (iii) in connection with any Hazardous Materials, including the presence or Release or threatened Release of, or exposure to, any Hazardous Materials and any Remedial Action related to Hazardous Materials, or (iv) in connection with any actual or alleged damage, injury, threat or harm to health, safety or the Environment.

“Environmental Laws” means all federal, state, provincial, territorial and local statutes, laws (including common laws), rulings, regulations, ordinances, codes, legally binding and enforceable policies or guidelines or governmental, administrative or judicial directives, judgments, orders or interpretations of any of the foregoing now or hereafter in effect relating to pollution or protection of human health (to the extent relating to exposure to Hazardous Materials) or the Environment including laws and regulations relating to emissions, discharges, Releases or threatened Releases of Hazardous Materials, or otherwise relating to the manufacture, processing, distribution, use, treatment, storage, disposal, transport or handling of or exposure to any Hazardous Materials, in each case as amended from time to time.

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“Environmental Liabilities” means all liabilities, monetary obligations, losses, damages, costs and expenses (including all reasonable fees, disbursements and expenses of counsel, experts, or consultants, and costs of investigation, feasibility study, removal, remediation or post remediation monitoring or other Remedial Action), fines, penalties, sanctions, and interest incurred as a result of any Environmental Action or with respect to any violation of, or liability pursuant to, any Environmental Law or any Release of, or exposure to, any Hazardous Materials.

“Environmental Lien” means any Lien in favor of any Governmental Authority for Environmental Liabilities.

“Equity Interests” means (i) in the case of a corporation, its capital stock, (ii) in the case of a limited liability company, its membership interests, and (iii) in the case of a limited partnership, its general and limited partnership interests, including in each case, all of the following rights relating to such Equity Interests, whether arising under the Governing Documents of the Entity issuing such Equity Interests or under any applicable law of such Entity’s jurisdiction of organization or formation: (x) all economic rights (including all rights to receive dividends and distributions) relating to such Equity Interests; (y) all voting rights and rights to consent to any particular actions by the applicable issuer; and (z) all management rights with respect to such issuer, but, in each case, excluding any debt security convertible into, or exchangeable for, Equity Interests.

“ERISA” means the Employee Retirement Income Security Act of 1974, 29 U.S.C. §§ 1000 et seq., amendments thereto, successor statutes, and regulations or guidelines promulgated thereunder.

“ERISA Affiliate” means any entity that, together with a Loan Party is required to be treated as a single employer under Section 414(b), (c), (m) or (o) of the Code, or under Section 4001(a)(14) of ERISA. Any former ERISA Affiliate of any Loan Party shall continue to be considered an ERISA Affiliate of such Loan Party for purposes of this definition with respect to the period such entity was an ERISA Affiliate of such Loan Party and with respect to liabilities arising after such period for which such Loan Party would be liable under the Code or ERISA.

“ERP Conversion” means the Borrower’s enterprise resource planning (ERP) system conversion to Microsoft D365 as disclosed in writing to the Agent prior to the Closing Date.

“Erroneous Payment” has the meaning specified in Section 11.13.

“EU Bail-In Legislation Schedule” means the EU Bail-In Legislation Schedule published by the Loan Market Association (or any successor person), as in effect from time to time.

“Event of Default” means the occurrence of any of the events specified in Section 10.1.

“Excess Availability” means “Excess Availability” (as defined in the ABL Credit Agreement on the Closing Date).

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“Excess Cash Flow” means, with respect to the Borrower and its Subsidiaries on a consolidated basis, without duplication, for any four fiscal quarterFiscal Quarter period: (a) without duplication, the sum of (i) Net Income, (ii) to the extent reducing Net Income, decreases or minus increases (as the case may be) in working capital, (iii) to the extent reducing Net Income, the non-cash portion of unusual or infrequent or nonrecurring losses and less the non-cash portion of unusual or infrequent or nonrecurring gains, (iv) to the extent reducing Net Income, non-cash depreciation, non-cash amortization and other non-cash charges; minus (b) without duplication, the sum of: (i) permitted Capital Expenditures to the extent financed with Internally Generated Cash[reserved], (ii) the aggregate amount of scheduled repayments and other permanent principal payments of Indebtedness during such period, (iii) to the extent not taken into account in the calculation of Net Income, the principal amortization paid in cash during such period with respect to Capital Leases, as calculated by the Borrower in good faith and, (iv) costs paid in cash related to the ERP Conversion and are projected (as reasonably determined in good faith by the Borrower) to be paid within 360 days and to the extent such costs are not paid, will be paid in the subsequent mandatory prepayment to be paid pursuant to Section 2.5(b)(iii)., (v) solely to the extent financed with proceeds of Internally Generated Cash: (A) premiums and penalties paid in cash in connection with any permitted prepayment of Indebtedness (including the Loans) permitted to be made pursuant to Section 8.17 (or, in the case of the Loans, or ABL Loans not limited thereby), (B) cash amounts paid in respect of Capital Expenditures, capitalized software expenditures, acquisitions and Investments (including cash paid in respect of earnouts, purchase price holdbacks or deferred consideration with respect to any acquisition or Investment), (C) cash required to be paid in respect of planned Capital Expenditures and binding commitments for acquisitions and Investments without duplication of the amounts deducted pursuant to clause (B); provided that such amounts may only include payments that are projected or committed to be made within 180 days of the end of the applicable fiscal year (the “Deduction Deadline”); provided, further, that any such amounts deducted pursuant to this clause (C) for a particular fiscal year and not actually paid on or prior to the Deduction Deadline for such fiscal year shall be added back for the purpose of calculating Excess Cash Flow for the following fiscal year and (D) the amount of Restricted Payments paid in cash to a Person other than the Borrower or its Subsidiaries during such period pursuant to Section 8.9(d) and/or (e), (vi) taxes paid in cash or for which reserves have been set aside to the extent they exceed the amount of tax expense deducted in arriving at such Net Income for such period and (vii) the Amendment No. 1 Transaction Expenses paid in cash in such period and fees, expenses or charges paid in cash in such period in connection with any acquisition, Investment, Asset Disposition, incurrence or repayment of Indebtedness, refinancing transaction, issuance of Equity Interests or amendment or modification of any debt or equity instrument.

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

“Exchange Agreement” means that certain Exchange Agreement dated October 4, 2022, by and among the Borrower, Corre Opportunities Qualified Master Fund, LP, Corre Horizon Fund, LP, and Corre Horizon II Fund, LP.

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“Excluded Asset Disposition” means, any Asset Disposition pursuant to clause (a), (b), (c), (d) (unless constituting a Casualty Event), (e), (f), (h) or (i) of Section 8.5.

“Excluded Property” means:

(i) 35% of the issued and outstanding Voting Interests of any first-tier CFC (other than any Protected CFC) held by any Loan Party, except to the extent that the grant of a security interest in such Voting Interests would not result in material adverse tax consequences under Section 956 of the Code or any similar provision to any Loan Party as reasonably determined by the Borrower;

(ii) Equity Interests in any Person other than wholly owned Subsidiaries that cannot be pledged without the consent of one or more third parties other than the Borrower or any of its Subsidiaries (other than to the extent such prohibition is deemed ineffective under the UCC or other applicable law notwithstanding such prohibition);

(iii) any

(x) rights or interest in any contract, lease, permit, license, franchise, charter, authorization or license agreement covering real or personal property (including Intellectual Property) of any Loan Party (including any governmental licenses or approvals and state or local franchises, charters and authorizations, to the extent a security interest in any such license, approval, franchises, charters, or authorizations are prohibited or restricted thereby) and

(y) 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 the Agent)

solely to the extent the grant of a security interest therein would constitute a violation of a valid and enforceable restriction in favor of a third party if under the terms of such contract, lease, permit, license, franchise, charter, authorization or license agreement, or applicable law with respect thereto, the grant of a security interest or lien therein is prohibited as a matter of law or under the terms of such contract, lease, permit, license, franchise, charter, authorization or license agreement and such prohibition or restriction has not been waived or the consent of the other party to such contract, lease, permit, license, franchise, charter, authorization or license agreement has not been obtained (provided that

(A) the foregoing exclusions of this clause (iii) shall in no way be construed

(1) to apply to the extent that any described prohibition or restriction is ineffective under Section 9-406, 9-407, 9-408, or 9-409 of the UCC (or any successor provision or provisions) or other applicable law, or

(2) to apply to the extent that any consent or waiver has been obtained that would permit Agent’s security interest or lien to attach notwithstanding the prohibition or restriction on the pledge of such contract, lease, permit, license, franchise, charter, authorization or license agreement and

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(B) the foregoing exclusions of clauses (x) and (y) shall in no way be construed to limit, impair, or otherwise affect any of the Agent’s or any Lender’s continuing security interests in and liens upon any rights or interests of any Loan Party in or to

(1) monies due or to become due under or in connection with any described contract, lease, permit, license, franchise, charter, authorization, license agreement, or Equity Interests (including any Receivables or Equity Interests), or

(2) any proceeds from the sale, license, lease, or other dispositions of any such contract, lease, permit, license, franchise, charter, authorization, license agreement, or Equity Interests);

(iv) any United States intent-to-use Trademark applications to the extent that, and solely during the period in which, the grant of a security interest therein would impair the validity or enforceability of such intent-to-use Trademark applications or any registrations issuing therefrom under applicable federal law; provided that upon submission and acceptance by the United States Patent and Trademark Office of a statement of use or an amendment to allege use, such intent-to-use Trademark application shall no longer be Excluded Property and shall be Collateral;

(v) all leasehold Real Property interests (other than in the United Kingdom if security is granted by means of a floating charge);

(vi) the Milwaukee Property, solely for so long as the fair market value (as determined in good faith by the Borrower) does not exceed $1,000,000;

(vii) fee simple Real Property interests (other than in the United Kingdom if security is granted by means of a floating charge) having a fair market value (as determined in good faith by the Borrower) less than $1,000,000 on a per-property basis for any property or group of related parcels;

(viii) to the extent subject to certificates of title (or the local law equivalent), motor vehicles and other assets subject to certificates of title or any rolling stock, other than those, in each case, with a value exceeding $1,000,000;

(ix) Restricted Accounts (other than Restricted Accounts of the type described in clauses (iv) and (vii) of such term);

(x) any asset in circumstances where the cost of obtaining a security interest therein, including the cost of title insurance, surveys or flood insurance (if necessary) would be excessive in light of the practical benefit to the Lenders afforded thereby as determined by the Required Lenders; and

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(xi) the last day of the term of any lease, sublease or agreement to sublease now held or subsequently acquired by any of the Loan Parties which is organized under the laws of Canada or any province or territory therein (it being understood and agreed that the Loan Parties shall stand possessed of such last day in trust for the assignment and disposal of it as the Agent (at the direction of the Required Lenders) may direct).

provided that Excluded Property shall not include (a) any proceeds of Excluded Property unless such proceeds otherwise constitute Excluded Property and (b) any Collateral (as defined in the ABL Credit Agreement or First Lien Credit Agreement, as applicable).

“Excluded Taxes” means any of the following Taxes imposed on or with respect to a Recipient or required to be withheld or deducted from a payment to a Recipient,

(A) not dealing at arm’s length (within the meaning of the Tax Act) with the relevant Loan Party;

(B) being a “specified shareholder” (as defined in subsection 18(5) of the Tax Act) of a Loan Party or not dealing at arm’s length with a “specified shareholder” (as defined in subsection 18(5) of the Tax Act) of a Loan Party; or

(C) being a “specified entity” (as defined in subsection 18.4(1) of the Tax Act) in respect of a Loan Party.;

Exceptexcept in the case where the non-arm’s length relationship, the Recipient being a “specified shareholder” or not dealing at arm’s length with a “specified shareholder” of a Loan Party, or the Recipient being a “specified entity” in respect of a Loan Party, arises solely from the Recipient having executed, delivered, become a party to, performed its obligations under, or enforced any Loan Document,

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(iv) Taxes attributable to such Recipient’s failure to comply with Section 4.11(g), and

(v) any Taxes imposed under FATCA.

“Existing Credit Agreement” has the meaning specified in the recitals to this Agreement.

“Existing Delayed Draw Commitments” has the meaning specified in Section 2.1(a)(ii).

“Existing Delayed Draw Term Loans” has the meaning specified in Section 2.1(a)(ii).

“Existing Indebtedness” means, collectively (i) M&E Term Loans (as defined in the ABL Credit Agreement immediately prior to giving effect to the Closing Date), (ii) Delayed Draw Term Loans (as defined in the ABL Credit Agreement immediately prior to giving effect to the Closing Date), (iii) the RE-I Term Loans (as defined in the ABL Credit Agreement immediately prior to giving effect to the Closing Date), (iv) the RE-II Term Loans (as defined in the ABL Credit Agreement immediately prior to giving effect to the Closing Date), (v) the Existing Loans and (vi) the Existing Delayed Draw Term Loans.

“Existing Loans” has the meaning specified in Section 2.1(a)(i).

“Extraordinary Receipts” means any cash received by the Borrower and its Subsidiaries not in the ordinary course of business consisting of (i) judgments, proceeds of settlements, or other consideration of any kind in connection with any cause of action, (ii) indemnity payments (except to the extent used to pay related liabilities owing to third parties unaffiliated with the Loan Parties), (iii) net proceeds of tax refunds and (iv) any purchase price adjustment received in connection with any purchase agreement (other than a working capital or net asset adjustment). For the avoidance of doubt, Extraordinary Receipts shall not include proceeds of issuances of Equity Interests (including preferred Equity Interests) of the Borrower.

“FATCA” mean Sections 1471 and 1474 of the Code, as of the date of this Agreement (or any amended or successor version to the extent that it is substantively comparable and not materially more onerous to comply with), any current or future regulations or official interpretations thereof, and any agreements entered into pursuant to Section 1471(b)(1) of the Code, and any fiscal or regulatory legislation, rules or practices adopted pursuant to any intergovernmental agreement, treaty or convention among Governmental Authorities and implementing such Sections of the Code.

“Federal Funds Rate” means, for any day, the fluctuating interest rate per annum equal to the weighted average of the rates on overnight federal funds transactions with members of the Federal Reserve System, as published for such day (or, if such day is not a Business Day, for the next preceding Business Day) by the Federal Reserve Bank of New York, or, if such rate is not so published for any day that is a Business Day, the average of the quotations for such day on such transactions received by Agent from three federal funds brokers of recognized standing selected by it, as determined in good faith by Agent.

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“Federal Reserve Board” means the Board of Governors of the Federal Reserve System or any Person succeeding to the functions thereof.

“Fee Letter”means that certain Fee Letter, dated as of the Closing Date, by and among the Lenders and the Borrower.

“Financial Covenant” means the covenant set forth in Article IX.

“Financial Statements” means, with respect to the Borrower and its Subsidiaries, the consolidated balance sheets, consolidated profit and loss statements and statements of cash flow of the Borrower and its Subsidiaries for the period specified, prepared in accordance with GAAP and consistent with prior practices and, except in the case of annual audited Financial Statements, a comparison in reasonable detail to (i) the projected balance sheets, profit and loss statements and statements of cash flow set forth in the Business Plan for the same year-to-date and month periods and (ii) the balance sheets, profit and loss statements and statements of cash flow for the same year-to-date and month periods of the immediately preceding year.

“Financial Support Directions” means a financial support direction issued by the Pensions Regulator under section 43 of the Pensions Act 2004.

“First Lien Agent” means HPS Investment Partners, LLC, as agent for the lenders from time to time party to the First Lien Credit Agreement and any successor and assigns appointed in accordance with the terms thereof.

“First Lien Credit Agreement” means that certain First Lien Term Loan Credit Agreement, dated as of the Closing Date, by and among the Borrower, First Lien Agent, and certain lenders party thereto from time to time.

“First Lien Delayed Draw Term Loans” means the “Delayed Draw Term Loans” as defined in the First Lien Credit Agreement.

“First Lien Loan Documents” means the “Loan Documents” as defined in the First Lien Credit Agreement.

“First Lien Net Leverage Ratio” means, as of any date of determination, for the Borrower and its Subsidiaries on a consolidated basis, the ratio of (i) Consolidated Funded First Lien Indebtedness as of such date minus Unrestricted Cash of the U.S. Loan Parties and the Canadian Loan Parties in an aggregate amount up to $15,000,00030,000,000 to (ii) EBITDA for the most recently ended Test Period.

“First Lien Obligations” means “Obligations” as defined in the First Lien Credit Agreement.

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“Fiscal Quarter” means each calendar quarter ending March 31, June 30, September 30, and December 31.

“Flood Hazard Property” means any Real Property with respect to which a Mortgage is granted that is in an area designated by the Federal Emergency Management Agency as having special flood or mudslide hazards.

“Foreign Lender” means a Lender that is not a U.S. Person.

“Foreign Plan” has the meaning specified in Section 7.13.

“Foreign Subsidiary” means, subject to the proviso included in the definition of the term “CFC,” any direct or indirect subsidiary of any Loan Party that is organized or incorporated under the laws of any jurisdiction other than the United States, any State thereof or the District of Columbia.

“GAAP” means generally accepted accounting principles set forth in the opinions and pronouncements of the Accounting Principles Board of the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board that are applicable to the circumstances as of the date of determination.

“Governing Body” means (i) in the case of a corporation (or a limited liability company incorporated under the laws of England and Wales or the Netherlands), its board of directors and/or shareholders (as the case may be), (ii) in the case of a limited liability company, its managers or members, and (iii) in the case of a limited partnership, its general partner(s), or in each case, another comparable governing body of the applicable Entity.

“Governing Documents” means

(i) in the case of a corporation, its articles (or certificate) of incorporation (or equivalent) and bylaws (if applicable),

(ii) in the case of a limited liability company, its articles (or certificate) of organization (or formation) and its operating agreement,

(iii) in the case of a limited partnership, its articles (or certificate) of limited partnership and its limited partnership agreement, or in each case, another comparable governing document of the applicable Entity,

(iv) in the case of a limited liability company incorporated under the laws of England and Wales, its articles of association and memorandum of association (if applicable) and its certificate of incorporation and any certificate of incorporation on a change of name (if applicable), and

(v) in relation to any Dutch Loan Party in each case including its deed of incorporation (oprichtingsakte), articles of association (statuten) and an extract (uittreksel) from the commercial register (handelsregister) of the Dutch Chamber of Commerce (▇▇▇▇▇ van Koophandel).

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“Governmental Authority” means any federal, state, provincial, territorial, municipal, national or other government, governmental department, commission, board, bureau, court, agency or instrumentality or political subdivision thereof or any entity, officer or examiner exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to any government, any court, any securities exchange or any self-regulatory organization, in each case whether associated with a state of the United States, the United States, province or territory of Canada, Canada, or a foreign entity or government (including any supra-national body exercising such powers or functions, such as the European Union or the European Central Bank).

“Group” has the meaning specified in Section 6.1(qq).

“Guarantors” means the Borrower and each other Person that guarantees, in whole or in part, the Obligations on the Closing Date or at any time thereafter.

“Guaranty” means the guaranty by each Loan Party set forth in the Guaranty and Security Agreement or other applicable Security Document.

“Guaranty and Security Agreement” means that certain Amended and Restated Second Lien Guaranty and Security Agreement, dated as of the Closing Date, in form and substance reasonably satisfactory to the Required Lenders, executed and delivered by each of the Loan Parties to Agent, as such may be amended, restated, amended and restated, supplemented or otherwise modified from time to time.

“Hazardous Materials” means any and all pollutants, contaminants and toxic, caustic, radioactive or hazardous materials, substances and wastes including petroleum or petroleum distillates, urea formaldehyde foam insulation, asbestos or asbestos-containing materials, whether or not friable, per- and polyfluoroalkyl substances, polychlorinated biphenyls, radon gas, infectious or medical wastes and all other materials, substances or wastes of any nature, that are regulated under any Environmental Laws due to their dangerous or hazardous properties or characteristics.

“Hedging Agreement” means any interest rate protection agreement, foreign currency exchange agreement, commodity price protection agreement or other interest or currency exchange rate or commodity price hedging agreement. The term “Hedging Agreement,” as used herein, shall extend to and include any Swap Obligation.

“Highest Lawful Rate” has the meaning specified in Section 12.10.

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“Historical Financials” means the Financial Statements delivered by the Borrower pursuant to Section 7.11(a) of the Existing Credit Agreement for the fiscal year ended December 31, 2023 and pursuant to Section 7.11(b) of the Existing Credit Agreement for the fiscal quarterFiscal Quarter ended December 31, 2024.

“Incremental Commitment” means, with respect to any Lender, the commitment, if any, of such Lender, established pursuant to an Incremental Facility Amendment and Section 2.12, to make Incremental Loans hereunder, expressed as an amount representing the maximum principal amount of the Incremental Loans to be made by such Lender.

“Incremental Equivalent Debt” has the meaning set forth in Section 8.1(s).

“Incremental Facility Amendment” means an amendment to this Agreement, in form and substance reasonably satisfactory to the Administrative Agent and the Incremental Lenders party thereto, among the Company, the Administrative Agent and one or more Incremental Lenders, establishing Incremental Commitments and effecting such other amendments hereto and to the other Loan Documents as are contemplated by Section 2.12.

“Incremental Lender” means a Lender with an Incremental Commitment or an outstanding Incremental Loan.

“Incremental Loan” means a Loan made by an Incremental Lender to the Borrower pursuant to Section 2.12.

“Incremental Maturity Date” means, with respect to the Incremental Loans, the scheduled date on which such Incremental Loans shall become due and payable in full hereunder, as specified in the applicable Incremental Facility Amendment; provided that, in any event no Incremental Maturity Date shall be prior to the date that is 91 days after the “Maturity Date” as defined in the First Lien Credit Agreement as in effect on the date hereof).

“Indebtedness” means, with respect to any Person, as of the date of determination thereof (without duplication of the same obligation under any other clause hereof),

(i) all obligations of such Person for borrowed money of any kind or nature, including funded and unfunded debt,

(ii) all monetary obligations of such Person in respect of any exchange traded or over the counter derivative transaction, including under Hedging Agreements (which amount shall be calculated based on the amount that would be payable by such Person if the Hedging Agreement were terminated on the date of determination), in each case, whether entered into for hedging or speculative purposes or otherwise,

(iii) all obligations of such Person to pay the deferred purchase price of assets (other than trade payables incurred in the ordinary course of business and repayable in accordance with customary trade practices and, for the avoidance of doubt, other than royalty payments payable in the ordinary course of business in respect of non-exclusive licenses) and any earn-out or similar obligations, purchase price adjustments and profit-sharing arrangements arising from purchase and sale agreements,

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(iv) all Capitalized Lease Obligations,

(v) all Indebtedness of others secured by (or for which the holder of such Indebtedness has an existing right to be secured) a Lien on any asset of such Person whether or not the Indebtedness is assumed by such Person,

(vi) all obligations of such Person created or arising under any conditional sale or other title retention agreement with respect to property acquired by such Person (even though the rights and remedies of the seller or lender under such agreements in the event of default are limited to repossession or sale of such property),

(vii) any Disqualified Equity Interests,

(viii) all obligations of such Person evidenced by bonds, debentures, notes, or other similar instruments and all reimbursement or other obligations in respect of letters of credit, bankers acceptances, or other financial products,

(ix) notes payable and drafts representing extensions of credit whether or not representing obligations for borrowed money,

(x) the face amount of any letter of credit issued for the account of that Person or as to which such Person is otherwise liable for reimbursement of drawings,

(xi) the direct or indirect guaranty, endorsement (otherwise than for collection or deposit in the ordinary course of business), co-making, discounting with recourse or sale with recourse by such Person of the obligation of another,

(xii) all obligations of such Person in respect of the sale or factoring of receivables,

(xiii) any liability or agreement of such Person to purchase, repurchase or otherwise acquire any Indebtedness or Equity Interests from any other Person, including any “repo” or other similar arrangement, and

(xiv) any obligation of such Person guaranteeing or intended to guarantee (whether directly or indirectly guaranteed, endorsed, co-made, discounted, or sold with recourse) any obligation of any other Person that constitutes Indebtedness under any of clauses (i) through (xiii) above.

For purposes of this definition, (A) the amount of any Indebtedness represented by a guaranty or other similar instrument shall be the lesser of the principal amount of the obligations guaranteed and still outstanding and the maximum amount for which the guaranteeing Person may be liable pursuant to the terms of the instrument embodying such Indebtedness (assuming such Person is required to perform thereunder), and (B) the amount of any Indebtedness which is limited or is non-recourse to a Person or for which recourse is limited to an identified asset shall be valued at the lesser of (1) if applicable, the limited amount of such obligations, and (2) if applicable, the fair market value of such assets securing such obligation.

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Notwithstanding anything to the contrary in any Loan Document, no obligation pursuant to the 2025 Preferred Documents or the 2025 Preferred Securities Purchase Agreement shall constitute “Indebtedness.”

“Indemnified Party” has the meaning specified in Section 12.4(a).

“Indemnified Taxes” means (i) Taxes, other than Excluded Taxes, imposed on or with respect to any payment made by or on account of any obligation of any Loan Party under any Loan Document and (ii) to the extent not otherwise described in clause (i), Other Taxes.

“Industrial Designs” means any and all industrial designs and industrial design applications, including the subject matter described and claimed therein together with the reissues, divisions, continuations, renewals, extensions and continuations-in-part thereof, all income, royalties, damages and payments now or hereafter due and/or payable with respect thereto, all damages and payments for past or future infringements thereof and rights to sue therefor, and all rights corresponding thereto throughout the world.

“Information” has the meaning specified in Section 12.22.

“Initial 2025 Preferred Equity Investment” means the issuance by the Borrower of preferred equity interests (and, for the avoidance of doubt, not including any delayed draw issuances of preferred equity interests) for aggregate cash consideration (together with aggregate cash consideration for the issuance of the Initial Warrants) equal to $75,000,000 to the 2025 Preferred Equity Investor on or about the Amendment No. 1 Effective Date pursuant to the 2025 Preferred Securities Purchase Agreement.

“Initial Warrants” means the common stock warrants delivered by the Borrower to the 2025 Preferred Equity Investor on or about the Amendment No.1 Effective Date, issued in connection with the 2025 Preferred Equity Investment, each of which entitle the holder thereof to acquire fully paid and nonassessable shares of common stock of the Borrower upon the payment of the exercise price.

“Insolvency Event” means, with respect to any Person (other than any UK Loan Party in respect of clauses (ii), (iii) or (vi) below), the occurrence of any of the following:

(i) such Person shall be adjudicated insolvent or bankrupt, institutes or, in the case of a Canadian Guarantor, consents, to the institution of proceedings under any Debtor Relief Laws or shall generally fail to pay or admit in writing its inability to pay its debts as they become due,

(ii) such Person shall seek reorganization or the appointment of a receiver, interim receiver, receiver and manager, trustee, monitor custodian, administrator, administrative receiver, compulsory manager, liquidator or similar officer for it or a substantial portion of its property, assets or business or to effect a plan or other arrangement with its creditors,

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(iii) such Person shall make a general assignment for the benefit of its creditors, or consent to or acquiesce in the appointment of a receiver, interim receiver, receiver and manager, trustee, monitor, custodian administrator, administrative receiver, compulsory manager, liquidator or similar officer for a substantial portion of its property, assets or business,

(iv) such Person shall file a voluntary petition under, or shall seek the entry of an order for relief under any Debtor Relief Laws,

(v) such Person shall take any corporate, limited liability company, partnership or similar act, as applicable, in furtherance of any of the foregoing, or

(vi) such Person, or a substantial portion of its property, assets or business, shall become the subject of an involuntary proceeding or petition for

(A) its dissolution, the suspension of payments, a moratorium of any indebtedness, winding-up, administration, or reorganization (by way of voluntary arrangement scheme or arrangement or otherwise) or

(B) the appointment of a receiver, interim receiver, receiver and manager, trustee, monitor, custodian, liquidator, administrator for it or restructuring official (herstructureringsdeskundige) for all or any material part of its property and (I) such proceeding shall not be dismissed or stayed within sixty (60) days or (II) such receiver, interim receiver, receiver and manager, trustee, monitor, custodian, liquidator, administrator or restructuring official (herstructureringsdeskundige) shall be appointed; provided that the Lenders shall have no obligation to make any Loans during the pendency of any sixty-(60) day period described in this definition, or

(C) any proceeding under any Debtor Relief Law relating to a Canadian Guarantor or any material part of its property is instituted and such proceeding shall not be dismissed or stayed within sixty (60) days; provided that the Lenders shall have no obligation to make any Loans during the pendency of any sixty-(60) day period described in this definition.

and in respect of any UK Loan Parties, means any corporate action, legal proceedings or other procedure or step is taken in relation to: (1) the suspension of payments, a moratorium of any indebtedness, winding-up, dissolution, official management, administration or reorganization (by way of voluntary arrangement, scheme of arrangement or otherwise) of that UK Loan Party; (2) by reason of actual or anticipated financial difficulties, a composition, compromise, assignment or arrangement with or for the benefit of any creditor of that UK Loan Party; (3) the appointment of a liquidator, receiver, administrative receiver, conservator, trustee, custodian administrator, compulsory manager or other similar officer in respect of that UK Loan Party or a substantial portion of its assets; or (4) enforcement of any Liens over a substantial portion of the assets of that UK Loan Party, or any procedure or step with analogous effect is taken in any jurisdiction and/or any expropriation, attachment, sequestration, distress or execution (or any process with analogous effect) affects a substantial portion of the assets of a UK Loan Party(the proceedings and procedures set out in clause (1) to (4) above being the “Insolvency Proceedings”; any winding-up petition which is frivolous or vexatious and is discharged, stayed or dismissed within fifteen (15) Business Days of commencement will not be deemed Insolvency Proceedings).

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“Insolvency Regulation” means Council Regulations (EU) 2015/848 of 20 May 2015 on insolvency proceedings (recast) (in the case of the UK Loan Parties as the same may be retained added to or modified by the European Union (Withdrawal) Act 2018 or any statutory instrument made under such Act.

“Intellectual Property” means (i) any and all Patents, Copyrights, Trademarks, Industrial Designs, trade secrets, and intellectual property rights in know-how, inventions (whether or not patentable), algorithms, software (including source code and object code), processes, product designs, blueprints, drawings, data, customer lists, URLs and domain names, specifications, documentations, reports, catalogs, literature, and any other forms of technology or proprietary information of any kind, including all applications for registration or registrations thereof; (ii) all income, royalties, damages and payments now and hereafter due or payable under and with respect to any of the foregoing, including payments under all licenses entered into in connection therewith and damages and payments for past, present or future infringements, misappropriations or other violations thereof; (iii) the right to sue for past, present, and future infringements, misappropriation or other violations thereof; and (iv) all rights corresponding to the foregoing throughout the world.

“Intercompany Note” means a promissory note substantially in the form of Exhibit O evidencing Indebtedness owed among Loan Parties and their Subsidiaries.

“Intercreditor Agreement” means each of the ABL Intercreditor Agreement, Second Lien Intercreditor Agreement and/or any Acceptable Intercreditor Agreement, as the context may require.

“Interest Expense” means, for any period, all interest with respect to Indebtedness (including the interest component of Capitalized Lease Obligations) accrued or capitalized during such period (whether or not actually paid during such period) determined in accordance with GAAP.

“Interest Payment Date” means the last Business Day of any fiscal quarterFiscal Quarter of the Borrower, commencing with June 30, 2025.

“Interest Step-Up Date” means the last Business Day of each fiscal quarterFiscal Quarter, commencing with the fiscal quarterFiscal Quarter ending September 30, 2026.

“Interests” has the meaning specified in Section 8.9.

“Internal Revenue Service” or “IRS” means the United States Internal Revenue Service and any successor agency.

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“Internally Generated Cash” means, with respect to any fiscal year, cash of the Borrower and its Subsidiaries received in such fiscal year and not constituting (a) proceeds of an equity issuance, (b) proceeds of the incurrence of long-term Indebtedness, (c) proceeds of Asset Dispositions not in the ordinary course of business or Casualty Events, or (d) insurance proceeds in respect of any equipment, fixed assets or Real Property (including any improvements thereon) to replace or repair such equipment, fixed assets or Real Property.

“Investment” in any Person means, as of the date of determination,

(i) any direct or indirect payment or contribution in or to such Person including property contributed to such Person for or in connection with its acquisition of any stock, bonds, notes, indebtedness, debentures, partnership or other ownership interest or any other security of such Person,

(ii) any direct or indirect payment or contribution for all or substantially all of the assets of such Person (or of any division or business line of such other Person),

(iii) any loan, advance or other extension of credit or guaranty of or other surety obligation for any Indebtedness made to, or for the benefit of, such Person, or any accounts receivable from that other Person that are not current assets or did not arise from sales to that Person in the ordinary course of business,

(iv) any direct or indirect redemption, retirement, purchase or other acquisition for value by the Borrower or any Subsidiary from any Person (other than any Guarantor) of any Equity Interests of such Person and

(v) all investments consisting of any exchange traded or over the counter derivative transactions, whether entered into for hedging or speculative purposes or otherwise.

In determining the aggregate amount of Investments outstanding at any particular time,

(A) a guaranty (or other surety obligation) shall be valued at not less than the principal outstanding amount of the primary obligation;

(B) returns of capital (but only by repurchase, redemption, retirement, repayment, liquidating dividend or liquidating distribution) shall be deducted;(C) earnings, whether as dividends, interest or otherwise, shall not be deducted; and

(D) decreases in the market value shall not be deducted unless such decreases are computed in accordance with GAAP.

For purposes of covenant compliance, the amount of any Investment shall be the amount actually invested, without adjustment for subsequent increases or decreases in the value of such Investment. It, it being understood and agreed that no effect will be given to returns on Investments in the form of proceeds of Indebtedness or equity (including preferred stock) incurred in connection with such Investment.

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“Junior Indebtedness” has the meaning specified in Section 8.17.

“Lender” and “Lenders” have the respective meanings specified in the preamble to this Agreement.

“Lender Group Expenses” means all

(i) costs or expenses (including Indemnified Taxes and insurance premiums) required to be paid by any Loan Party or its Subsidiaries under any of the Loan Documents that are paid, advanced, or incurred by the Agent and the Lenders;

(ii) reasonable and documented out-of-pocket fees or charges paid or incurred by Agent in connection with transactions under any of the Loan Documents or otherwise incurred by Agent in connection with the negotiation, preparation and execution of the Loan Documents and any consents, amendments, waivers or modifications thereto,

(iii) Agent’s customary fees and charges imposed or incurred in connection with any background checks or Sanctions searches related to any Loan Party or its Subsidiaries performed in connection with the transactions contemplated under the Loan Documents,

(iv) Agent’s customary fees and charges (as adjusted from time to time) with respect to the disbursement of funds (or the receipt of funds) to or for the account of any Borrower (whether by wire transfer or otherwise), together with any reasonable and documented out of pocket costs and expenses incurred in connection therewith,

(v) customary charges imposed or incurred by the Agent resulting from the dishonor of checks payable by or to any Loan Party,

(vi) reasonable and documented out-of-pocket costs and expenses paid or incurred by Agent and the Lenders, or any of them, to correct any default or enforce any provision of the Loan Documents, or during the continuance of an Event of Default, in gaining possession of, maintaining, handling, preserving, storing, shipping, selling, preparing for sale, or advertising to sell the Collateral, or any portion thereof, irrespective of whether a sale is consummated,

(vii) fees and expenses of the Agent related to any field examination, appraisals, or valuations to the extent of the fees and charges (and up to the amount of any limitation) provided in Section 7.7(b),

(viii) Agent’s and the Lenders’ reasonable and documented costs and expenses (including reasonable attorneys’ fees and expenses) relative to third party claims or any other lawsuit or adverse proceeding paid or incurred, whether in enforcing or defending the Loan Documents or otherwise in connection with the transactions contemplated by the Loan Documents, Agent’s Liens in and to the Collateral, or the relationship of Agent and the Lenders, or any of them, with any Loan Party or any of its Subsidiaries, or defending the Loan Documents, irrespective of whether a lawsuit or other adverse proceeding is brought, or in taking any enforcement action or any exercise of remedies with respect to the Collateral,

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(ix) Agent’s and Lenders’ reasonable and documented costs and expenses (including reasonable attorneys’ fees for one primary counsel for the Agent and a separate primary counsel for the Lenders, taken as a whole, and, if reasonably necessary, one local counsel and one regulatory counsel in each relevant jurisdiction and due diligence expenses) incurred in advising, drafting, reviewing, administering, or amending, waiving, or modifying the Loan Documents,

(x) Agent’s and each Lender’s reasonable and documented costs and expenses (including attorneys, accountants, consultants, and other advisors fees and expenses) incurred in terminating, enforcing (including attorneys, accountants, consultants, and other advisors fees and expenses) incurred in connection with a “workout,” a “restructuring,” or an Insolvency Event concerning any Loan Party or any of its Subsidiaries or in exercising rights or remedies under the Loan Documents,

(xi) all reasonable expenses paid or incurred by the Agent or any of the Lenders of creating, perfecting, recording, maintaining and preserving Liens in favor of the Agent, for the benefit of the Secured Parties, search fees, title insurance premiums and reasonable fees, expenses and disbursements of counsel to the Agent and of counsel providing any customary opinions that the Agent or the Required Lenders may reasonably request in respect of the Collateral or the Liens created pursuant to the Security Documents, and

(xii) all the actual costs and reasonable expenses paid or incurred by the Agent or any of the Lenders (including the reasonable fees, expenses and disbursements of any appraisers, consultants, advisors and agents employed or retained by the Agent and its counsel) in connection with the custody or preservation of any of the Collateral.

“Lien” means any lien, claim, charge, pledge, security interest, assignment, hypothecation, deed of trust, mortgage, lease, conditional sale, retention of title, attachment or other preferential arrangement having substantially the same economic effect as any of the foregoing, whether voluntary or imposed by law.

“Liquidity” means, at any time of determination, the sum of (a) U.S. and Canadian Unrestricted Cash, (b) U.S. and Canadian Cash Equivalents which are free and clear of all Liens, other than Liens in favor of the Agent, the ABL Agent or the First Lien Agent, and any statutory Liens in favor of banks (including rights of set-off), (c) Excess Availability and, (d) without duplication with clause (a), after giving pro forma effect to the receipt of the proceeds of any Delayed Draw Term Loan or Incremental Loans being borrowed at such time.

“Loan” means a 2025 Term Loan, a Delayed Draw Term Loan or an Incremental Loan, as the context may require.

“Loan Documents” means this Agreement, the Security Documents, the Intercompany Note, the ABL Intercreditor Agreement, the Second Lien Intercreditor Agreement, the Memorandum of Intercreditor Agreement, the Fee Letter, the 1970 Group Subordination Agreement, the Agent Fee Letter, each Control Agreement and any other documents and instruments entered into, now or in the future, by any Loan Party or any of its Subsidiaries under or in connection with this Agreement, as each of the same may be amended, restated, amended and restated, supplemented or otherwise modified from time to time.

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“Loan Party” means the Borrower and each Guarantor.

“Material Adverse Effect” means (i) a material adverse effect on the business, operations, results of operations, assets, liabilities, or condition (financial or otherwise) of the Loan Parties, taken as a whole or (ii) the material impairment of (A) the Loan Parties’ ability to perform their payment or other material obligations under the Loan Documents to which they are a party, (B) the ability of Agent or the Lenders to enforce the Obligations or realize upon the Collateral or (C) the ability of any Loan Party to fully and timely perform its Obligations or (iii) a material adverse effect upon the enforceability or priority of Agent’s Liens with respect to all or a material portion of the Collateral other than, in the case of this clause (iii), any material impairment caused by any action or inaction of Agent constituting failure to comply with any of its express obligations under the Loan Documents or as expressly directed by the Required Lenders.

“Material Contract” means any agreement or arrangement to which a Loan Party is party (other than the Loan Documents) (i) for which breach, nonperformance or termination (including by failure to renew) could reasonably be expected to have a Material Adverse Effect; or (ii) that relates to Material Indebtedness.

“Material Indebtedness” means (a) the ABL Obligations, (b) the First Lien Obligations, (c) the obligations pursuant to the 1970 Group SIRFA and (d) any other Indebtedness (other than the Loans) or obligations in respect of one or more Hedging Agreements in an aggregate principal amount exceeding $12,000,000. For purposes of this definition, the “principal amount” of the obligations of any Loan Party in respect of any Hedging Agreement at any time shall be the maximum aggregate amount (giving effect to any netting agreements) that such Loan Party would be required to pay if such Hedging Agreement were terminated at such time.

“Material Intellectual Property”means any Intellectual Property owned by any Loan Party, or a Subsidiary thereof, that is, individually or in the aggregate, material to the operation of the business of any Loan Party.

“Material Subsidiary” means, at any date of determination,

(i) the Borrower; and

(ii) each Subsidiary of the Borrower that, as of the end of the most recently ended fiscal year for which Financial Statements are required to be delivered pursuant to Section 7.11, (A) owns at least 2.5% of the consolidated total assets of the Loan Parties and their Subsidiaries as of such date, (B) generated at least 2.5% of the consolidated revenues of the Loan Parties and their Subsidiaries during such fiscal year, (C) is part of any group comprising Subsidiaries of the Borrower that each would not have been a Material Subsidiary under clauses (A) or (B) but that, taken together, had revenues or total assets in excess of 5.0% of, the consolidated revenues for any fiscal year or total assets as of such date, as applicable, of the Loan Parties and their Subsidiaries or (D) in the aggregate comprise more than 20% of EBITDA of the Borrower and its

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Subsidiaries for the Test Period most recently ended; provided that the Borrower and the Required Lenders shall discuss the determination of Material Subsidiaries as provided in this clause (ii) in good faith and if it is mutually agreed to be administratively unreasonable or burdensome or the costs of adding any applicable Subsidiary as a Loan Party would otherwise outweigh the benefits to the Secured Parties, the Agent in its reasonable discretion (at the direction of the Required Lenders) may waive the requirement to comply with this clause (ii) and Section 7.20 with respect to applicable Subsidiary.

“Maturity Date” means (x) with respect to the 2025 Term Loans and the Delayed Draw Term Loans, June 10, 2030; provided that if such day is not a Business Day, the Maturity Date shall be the Business Day immediately preceding such day, or (y) with respect to any Incremental Loans, the Incremental Maturity Date with respect to thesuch Incremental Loans.

“Maximum Accrual” has the meaning specified in Section 2.5(c)(ii).

“Memorandum of Intercreditor Agreement” has the meaning assigned to the term “Memorandum of Intercreditor Agreement” set forth in each of the ABL Intercreditor Agreement and Second Lien Intercreditor Agreement.

“Milwaukee Property” means the fee simple Real Property interest located at ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇. ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇.

“Monthly Operating Report” means the monthly operating report in the form of Exhibit L, which shall be in form and substance reasonably acceptable to the Required Lenders.

“Mortgage” means each mortgage, deed of trust or security deed between the applicable Loan Party and Agent, in form and substance reasonably satisfactory to the Required Lenders, relating to the Real Property encumbered thereby, as amended, restated, amended and restated, supplemented or otherwise modified from time to time.

“Mortgage Support Documentation” means each of the following, all as requested by the Agent and Required Lenders and in form and substance substantially consistent with the requirements of the First Lien Credit Agreement or otherwise as reasonably satisfactory to the Required Lenders:

(a) with respect to each Mortgaged Property, evidence in form and substance reasonably satisfactory to Agent that the recording of counterparts of such Mortgage in the recording offices specified in such Mortgage has occurred;

(b) fully paid American Land Title Association Lender’s Extended Coverage title insurance policies, in amounts substantially consistent with the requirements of the First Lien Credit Agreement or otherwise as reasonably acceptable to the Required Lenders, issued, coinsured and reinsured by title insurers reasonably acceptable to the Required Lenders which shall (i) insure that the Lien granted pursuant to the Mortgage insured thereby creates a valid first Lien on such parcel of Mortgaged Property free and clear of all defects and encumbrances, except for ▇▇▇▇▇ permitted hereunder, (ii) name Agent as the insured thereunder, (iii) contain such endorsements as the Required Lenders deem reasonably necessary, and (iv) be otherwise in form and substance reasonably satisfactory to the Required Lenders (“Title Insurance Policy”);

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(c) American Land Title Association as-built surveys from surveyors reasonably acceptable to the Required Lenders for each Mortgaged Property (such surveys to include all improvements, easements and other customary matters thereon that are substantially consistent with the requirements of the First Lien Credit Agreement or otherwise as reasonably required by the Required Lenders), certified to Borrower, the Agent and the title company, in form and substance sufficient and satisfactory to the title company so as to enable the title company to issue coverage over all general survey exceptions and to issue all customary endorsements available to and that are substantially consistent with the requirements of the First Lien Credit Agreement or otherwise as reasonably requested by the Agent (at the direction of the Required Lenders);

(d) flood hazard certificates, evidence of flood and/or earthquake insurance and other flood and/or earthquake-related information as reasonably requested by the Required Lenders;

(e) favorable opinions of counsel to the Loan Parties for each jurisdiction in which a Mortgaged Property is located as to the due authorization, recordability and enforceability of the applicable Mortgage in the relevant jurisdiction;

(f) evidence that all recording fees and stamp, documentary, intangible or mortgage recording taxes due, if any, in connection with the Mortgage have been paid;

(g) evidence in form and substance substantially consistent with the requirements of the First Lien Credit Agreement or otherwise as reasonably satisfactory to the Required Lenders that the recording of counterparts of the Memorandum of Intercreditor Agreement applicable to such Mortgage in the recording offices specified in such Memorandum of Intercreditor Agreement has occurred; and

(h) such other certificates and documents (including, if applicable, SNDAs, estoppels and recognition agreements) as may be reasonably requested by the Agent and Required Lenders.

“Mortgaged Property” means any owned Real Property which is encumbered or required to be encumbered by a Mortgage pursuant to the terms hereof and shall include each other Real Property with respect to which a Mortgage is granted, so long as such Real Property does not constitute Excluded Property. The properties listed on Schedule 7 shall be subject to a Mortgage pursuant to the terms of Section 7.21.

“Multiemployer Plan” means a multiemployer plan, as defined in Section 4001(a)(3) of ERISA, to which any Loan Party or any ERISA Affiliate has contributed within the past six years or with respect to which Borrower or any ERISA Affiliate has any liability, whether fixed or contingent, excluding any Canadian Registered Pension Plan.

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“Net Cash Proceeds” means

(i) with respect to any Asset Disposition by any Loan Party or any of its Subsidiaries, or any Casualty Event, the excess, if any, of

(A) the sum of cash and Cash Equivalents received in connection with such Asset Disposition or Casualty Event (including any cash or Cash Equivalents received by way of deferred payment pursuant to, or by monetization of, a note receivable or otherwise, but only as and when so received) over

(B) the sum of

(I) the principal amount of any Indebtedness (and related accrued interest, fees, premiums (including prepayment premiums) and other amounts due thereunder) that is secured by the applicable asset and that is required to be repaid in connection with such transaction or event or the amount of Indebtedness (and related accrued interest, fees, premiums (including prepayment premiums) and other amounts due thereunder) that is required to be repaid under the ABL Credit Agreement (or under any Refinancing Indebtedness in respect thereof) in connection with such transaction or event (other than Indebtedness under the Loan Documents),

(II) in respect of an Asset Disposition, any bona fide direct costs incurred in connection with such Asset Disposition, including

(1) income or gains taxes payable (or estimated in good faith to be payable) by the seller or any direct or indirect parent of the seller as a result of any gain recognized in connection with such Asset Disposition,

(2) payment of the outstanding principal amount of, premium or penalty, if any, and interest on any Indebtedness (other than the Loans or Indebtedness that is secured by Liens on the Collateral on a junior basis or a pari passu basis) that, in the case of a Loan Party, is secured by a Lien on the stock or assets in question and that is required to be repaid under the terms thereof as a result of such Asset Disposition,

(3) a reasonable reserve for any indemnification payments (fixed or contingent) attributable to seller’s indemnities and representations and warranties to purchaser in respect of such Asset Disposition undertaken by the Borrower or any of its Subsidiaries in connection with such Asset Disposition or for any other liabilities retained by the Borrower or any of its Subsidiaries associated with such Asset Disposition; provided that upon release of any such reserve the amount released shall be considered Net Cash Proceeds, and

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(4) bona fide selling fees, costs, commissions and expenses (including reasonable brokers’ fees or commissions, legal, accounting and other professional and transactional fees, transfer and similar taxes);