Contract analysis

Section 1.01 Defined Terms. Section 1.01 of the Existing Credit Agreement is hereby amended to add the following defined terms in appropriate alphabetical order (or, in the case of terms already defined therein, to amend and restate such definitions in their entirety as set forth below): "Acquisition" means the acquisition by the Borrower of one hundred percent (100%) of the issued and outstanding capital stock of No

Section 1.02 Other Interpretive Provisions. (a) Except as expressly amended by this Amendment, all terms defined in the Existing Credit Agreement shall continue to have the same meanings when used herein. References to the Existing Credit Agreement contained in this Amendment or in any other Loan Document shall, from and after the Amendment Effective Date, mean and refer to the Existing Credit Agreement as amended by

ARTICLE II — AMENDMENTS TO THE EXISTING CREDIT AGREEMENT Effective as of the Amendment Effective Date (as defined in Section 3.01 below), the Existing Credit Agreement is hereby amended as follows:

Section 2.01 Amendment to Negative Covenant on Acquisitions and Investments (Section 7.04 of the Existing Credit Agreement).

Section 7.04 of the Existing Credit Agreement (Investments; Acquisitions) is hereby amended by adding a new clause (m) at the end thereof to read as follows: "(m) Permitted Acquisition of NovaMart. The Acquisition, provided that each of the following conditions shall have been satisfied: (i) The Acquisition shall be consummated in all material respects in accordance with the terms and conditions of the Acquisition Ag

Section 2.02 Amendment to Negative Covenant on Indebtedness (Section 7.02 of the Existing Credit Agreement).

Section 7.02 of the Existing Credit Agreement (Indebtedness) is hereby amended by adding a new clause (n) at the end thereof to read as follows: "(n) Permitted Acquisition Indebtedness — Term Loan B Facility. Indebtedness incurred by the Borrower under the Term Loan B Credit Agreement in an aggregate principal amount not to exceed Seven Hundred Fifty Million Dollars ($750,000,000), bearing interest at a rate per annu

Section 2.03 Amendment to Negative Covenant on Liens (Section 7.01 of the Existing Credit Agreement).

Section 7.01 of the Existing Credit Agreement (Liens) is hereby amended by adding a new clause (p) at the end thereof to read as follows: "(p) Liens Securing the Term Loan B Facility. Liens on the Collateral (and on additional assets of NovaMart and its subsidiaries pledged as Collateral after the Acquisition Closing Date) securing the Indebtedness incurred under the Term Loan B Credit Agreement permitted under Secti

Section 2.04 Amendment to Negative Covenant on Fundamental Changes (Section 7.03 of the Existing Credit Agreement).

Section 7.03 of the Existing Credit Agreement (Fundamental Changes) is hereby amended by adding a new clause (e) at the end thereof to read as follows: "(e) Permitted Acquisition. The consummation of the Acquisition in accordance with the terms and conditions of this Agreement (as amended by the First Amendment) and the Acquisition Agreement, provided that (i) following the Acquisition Closing Date, NovaMart shall re

Section 2.05 Amendment to Negative Covenant on Restricted Payments (Section 7.06 of the Existing Credit Agreement). For the avoidance of doubt, the parties hereto acknowledge and agree that the Purchase Price payable by the Borrower in connection with the Acquisition constitutes consideration for the acquisition of the capital stock of NovaMart and does not constitute a "Restricted Payment" as defined in Section 7.06

Section 2.06 Amendment to Financial Covenants (Section 7.11 of the Existing Credit Agreement).

Section 7.11 of the Existing Credit Agreement (Financial Covenants) is hereby amended and restated in its entirety to read as follows: "Section 7.11 Financial Covenants. (a) Maximum Total Net Leverage Ratio. The Borrower shall not permit the Total Net Leverage Ratio, as of the last day of any fiscal quarter of the Borrower, to exceed the ratio set forth below opposite such fiscal quarter: For purposes of this Section

Section 2.07 Amendment to Mandatory Prepayment Provisions (Section 2.05 of the Existing Credit Agreement).

Section 2.05 of the Existing Credit Agreement (Mandatory Prepayments) is hereby amended to add the following provisions: (a) No Mandatory Prepayment Upon Acquisition. Notwithstanding anything to the contrary contained in Section 2.05 of the Existing Credit Agreement, the consummation of the Acquisition shall not, in and of itself, trigger any mandatory prepayment obligation with respect to the Revolving Loans under t

Section 2.08 Amendment to Representations and Warranties (Article V of the Existing Credit Agreement).

Article V of the Existing Credit Agreement is hereby amended to add the following new Sections 5.21 through 5.26, which representations and warranties shall be made by the Borrower as of the Amendment Effective Date and shall be repeated (with such changes as are necessary to reflect events occurring after the Amendment Effective Date) as of the Acquisition Closing Date: "Section 5.21 Acquisition Agreement. The Acqui

Section 5.22 No Violation. The consummation of the Acquisition and the transactions contemplated by the Acquisition Agreement and this Amendment do not and will not (a) violate any provision of law, statute, rule, or regulation applicable to the Borrower or any of its subsidiaries, (b) conflict with or result in a breach of, or constitute a default under, the Borrower's certificate of incorporation or bylaws, or any

Section 5.23 Governmental Approvals. All governmental approvals required in connection with the execution, delivery, and performance by the Borrower of this Amendment and the consummation of the Acquisition have been obtained or will be obtained prior to the Acquisition Closing Date, including, without limitation, the expiration or early termination of the waiting period (and any extension thereof) applicable to the

Section 5.24 Solvency. After giving pro forma effect to the Acquisition, the incurrence of the Permitted Acquisition Indebtedness, the repayment and termination of the Target Existing Indebtedness, and the payment of all estimated transaction costs and expenses in connection therewith, the Borrower and its subsidiaries, on a consolidated basis (including NovaMart and its subsidiaries), are Solvent. For purposes of th

Section 5.25 Deliveries. The Borrower has delivered to the Administrative Agent true, correct, and complete copies (or executed copies, as applicable) of each of the following: (a) the Acquisition Agreement (including all schedules, exhibits, and disclosure letters), (b) the Commitment Letter for the Term Loan B Facility dated May 15, 2025 (Reference No. CL-2025-0515-CRNB), and (c) pro forma financial statements refl

Section 5.26 Target Existing Indebtedness. As of the Acquisition Closing Date, the Target Existing Indebtedness shall have been repaid in full, all commitments under the revolving credit facility of NovaMart with Ashford Savings Bank, N.A. shall have been permanently terminated, and all Liens securing such Indebtedness shall have been (or substantially simultaneously will be) released and discharged."

Section 2.09 Amendment to Affirmative Covenants (Article VI of the Existing Credit Agreement).

Article VI of the Existing Credit Agreement is hereby amended to add the following new Sections 6.14 through 6.17: "Section 6.14 Post-Acquisition Reporting. Within ninety (90) days following the Acquisition Closing Date, the Borrower shall deliver to the Administrative Agent each of the following: (a) Audited consolidated financial statements of the Borrower (including NovaMart and its subsidiaries on a consolidated

Section 6.15 Updated Compliance Certificate. Commencing with the first fiscal quarter ending after the Amendment Effective Date, the form of quarterly compliance certificate required to be delivered pursuant to Section 6.02 shall be updated to include calculations of (a) the Total Net Leverage Ratio (as amended by this First Amendment), (b) the Interest Coverage Ratio (as amended by this First Amendment), and (c) the

Section 6.16 Insurance. (a) The Borrower shall maintain, and shall cause NovaMart and each of its subsidiaries to maintain, insurance with financially sound and reputable insurance companies in such amounts and covering such risks as is consistent with past practice and as is customary for companies of similar size engaged in similar businesses, in each case in compliance with Section 6.07 of this Agreement. (b) With

Section 6.17 Material Contract Consents. The Borrower shall use commercially reasonable efforts to obtain, as promptly as practicable following the Acquisition Closing Date (and in any event within one hundred twenty (120) days following the Acquisition Closing Date, or such later date as the Administrative Agent may agree in its reasonable discretion), all consents, approvals, waivers, and authorizations required un

Section 2.10 Amendment to Events of Default (Article VIII of the Existing Credit Agreement).

Article VIII of the Existing Credit Agreement is hereby amended to add the following new Sections 8.01(l), 8.01(m), and 8.01(n): "(l) Cross-Default to Term Loan B. The occurrence of any "Event of Default" (as such term is defined in the Term Loan B Credit Agreement) under the Term Loan B Credit Agreement that results in the acceleration of the Indebtedness under the Term Loan B Facility or that permits the Term Loan

Section 2.11 Addition of Intercreditor Provisions. The Existing Credit Agreement is hereby amended to add a new Section 9.14 to Article IX (Administrative Agent) as follows: "Section 9.14 Intercreditor Agreement. (a) The Administrative Agent is hereby authorized and directed by the Lenders (and each Lender hereby consents and agrees) to enter into an Intercreditor Agreement (or to execute and deliver a joinder or sup

Section 2.12 Amendment to Borrowing Procedures for Acquisition Drawing.

Section 2.02 of the Existing Credit Agreement (Borrowing of Revolving Loans) is hereby amended to add the following provision at the end thereof: "Notwithstanding the foregoing provisions of this Section 2.02, in connection with the funding of Revolving Loans on the Acquisition Closing Date in an aggregate principal amount of up to Two Hundred Million Dollars ($200,000,000) for the purpose of funding a portion of the

ARTICLE III — CONDITIONS TO EFFECTIVENESS

Section 3.01 Conditions Precedent to Amendment Effective Date. This Amendment shall become effective on the date (the "Amendment Effective Date") on which each of the following conditions precedent shall have been satisfied or waived by the Administrative Agent: (a) Execution and Delivery. The Administrative Agent shall have received counterparts of this Amendment, duly executed and delivered by the Borrower, the Adm

Section 3.02 Additional Conditions Precedent to Acquisition Closing Date Draw. The obligation of the Lenders to fund the Revolving Loans in connection with the Acquisition Closing in an aggregate principal amount of up to Two Hundred Million Dollars ($200,000,000) shall be subject to the satisfaction (or waiver by the Administrative Agent in its reasonable discretion) of each of the following additional conditions pr

ARTICLE IV — REPRESENTATIONS AND WARRANTIES OF THE BORROWER

Section 4.01 Representations and Warranties. The Borrower hereby represents and warrants to the Administrative Agent and each of the Lenders as of the Amendment Effective Date as follows: (a) Organization; Power; Qualification. The Borrower is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware. The Borrower has all requisite corporate power and authority to ow