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AMENDMENT NO. 3 TO CREDIT AGREEMENT

dated as of August 15, 2025

among

CRESTLINE PACKAGING SOLUTIONS LLC, as Borrower,

CPS HOLDINGS, INC., as Holdings,

IRONCLAD NATIONAL BANK, as Administrative Agent,

and

THE INCREMENTAL TERM LOAN LENDERS PARTY HERETO

Relating to the Credit Agreement dated as of September 17, 2021 (as amended by Amendment No. 1 dated March 8, 2023 and Amendment No. 2 dated November 22, 2024)

AMENDMENT NO. 3 TO CREDIT AGREEMENT

This AMENDMENT NO. 3 TO CREDIT AGREEMENT (this "Amendment"), dated as of August 15, 2025, is entered into by and among:

(a) CRESTLINE PACKAGING SOLUTIONS LLC, a Delaware limited liability company (the "Borrower"), with its principal office located at 8400 Scioto Darby Road, Suite 300, Columbus, OH 43228 (EIN: 83-2947561);

(b) CPS HOLDINGS, INC., a Delaware corporation ("Holdings"), with its registered agent located at c/o Penmark Industries, 1209 Orange Street, Wilmington, DE 19801 (EIN: 83-2940187);

(c) IRONCLAD NATIONAL BANK, a national banking association organized under the laws of the United States, in its capacity as administrative agent for the Lenders (in such capacity, together with its successors and assigns in such capacity, the "Administrative Agent"), with its principal office located at 301 South Tryon Street, Charlotte, NC 28202; and

(d) Each lender that has executed and delivered this Amendment as an "Incremental Term Loan Lender" (collectively, the "Incremental Term Loan Lenders" and each individually, an "Incremental Term Loan Lender").

RECITALS

WHEREAS, the Borrower, Holdings, the Administrative Agent, and the Lenders (as defined therein) are parties to that certain Credit Agreement, dated as of September 17, 2021 (as amended by that certain Amendment No. 1 to Credit Agreement, dated as of March 8, 2023, and that certain Amendment No. 2 to Credit Agreement, dated as of November 22, 2024, and as further amended, restated, supplemented, or otherwise modified from time to time prior to the date hereof, the "Existing Credit Agreement"; the Existing Credit Agreement as amended by this Amendment, the "Amended Credit Agreement");

WHEREAS, Section 2.14 of the Existing Credit Agreement permits the Borrower to request incremental term loan commitments and incremental term loans, subject to the terms and conditions set forth therein (the "Incremental Facility Provisions");

WHEREAS, the Borrower has requested the establishment of incremental term loan commitments in the aggregate principal amount of Eighty-Four Million Dollars ($84,000,000) (the "Incremental Term Loan Commitments") to finance, in part, the acquisition (the "Acquisition") by the Borrower of substantially all of the assets of Lakewood Regional Health Partners, LLC, a New York limited liability company ("Lakewood" or "LRHP"), pursuant to that certain Asset Purchase Agreement, dated as of June 16, 2025 (as the same may be amended, supplemented, or otherwise modified in accordance with the terms hereof, the "Acquisition Agreement"), by and among the Borrower, as purchaser, and Lakewood, as seller;

WHEREAS, each Incremental Term Loan Lender party hereto has agreed, severally and not jointly, to provide its Incremental Term Loan Commitment in the amount set forth opposite such Incremental Term Loan Lender's name on Annex A attached hereto;

WHEREAS, the Administrative Agent has consented to this Amendment to the extent required under the Existing Credit Agreement, including Section 2.14 and Section 10.01 thereof;

WHEREAS, the Acquisition has an aggregate purchase price of One Hundred Forty Million Dollars ($140,000,000), which is to be funded with (a) Eighty-Four Million Dollars ($84,000,000) from the proceeds of the Incremental Term Loans contemplated hereby and (b) Fifty-Six Million Dollars ($56,000,000) in equity contributions from Pinnacle River Capital Partners, LP, a Delaware limited partnership ("Pinnacle River"), of which Thirty-Five Million Dollars ($35,000,000) constitutes closing cash consideration payable to Lakewood and Twenty-One Million Dollars ($21,000,000) constitutes amounts designated for transaction expenses and working capital reserves; and

WHEREAS, capitalized terms used but not otherwise defined herein shall have the meanings assigned to such terms in the Existing Credit Agreement.

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

SECTION 1 — DEFINED TERMS

1.1 Definitions. The following terms shall be added to Section 1.01 of the Existing Credit Agreement (or, to the extent that a term set forth below is already defined in the Existing Credit Agreement, the existing definition of such term shall be amended and restated in its entirety to read as set forth below), each in its appropriate alphabetical location:

"Amendment No. 3" means that certain Amendment No. 3 to Credit Agreement, dated as of the Amendment No. 3 Effective Date, by and among the Borrower, Holdings, the Administrative Agent, and the Incremental Term Loan Lenders party thereto.

"Amendment No. 3 Effective Date" means the date on which the conditions precedent set forth in Section 4 of Amendment No. 3 have been satisfied or waived in accordance with the terms thereof, which date is August 15, 2025.

"Acquisition" means the acquisition by the Borrower of substantially all of the assets of Lakewood Regional Health Partners, LLC pursuant to the Acquisition Agreement.

"Acquisition Agreement" means that certain Asset Purchase Agreement, dated as of June 16, 2025, by and among the Borrower, as purchaser, and Lakewood Regional Health Partners, LLC, as seller, together with all schedules, exhibits, annexes, and other attachments thereto, as the same may be amended, supplemented, or otherwise modified from time to time in accordance with the terms of the Amended Credit Agreement.

"Incremental Term Loan" means each term loan made by an Incremental Term Loan Lender to the Borrower pursuant to Section 2 of Amendment No. 3.

"Incremental Term Loan Commitment" means, as to each Incremental Term Loan Lender, the commitment of such Incremental Term Loan Lender to make an Incremental Term Loan to the Borrower on the Amendment No. 3 Effective Date in the principal amount set forth opposite such Lender's name on Annex A to Amendment No. 3. The aggregate amount of all Incremental Term Loan Commitments as of the Amendment No. 3 Effective Date is Eighty-Four Million Dollars ($84,000,000).

"Incremental Term Loan Lender" means each Lender having an Incremental Term Loan Commitment or at any time holding an outstanding Incremental Term Loan (or any portion thereof), together with such Lender's successors and permitted assigns.

"Incremental Term Loan Maturity Date" means September 17, 2027, which date is co-terminus with the existing Term Loan Maturity Date under the Existing Credit Agreement.

"Lakewood" or "LRHP" means Lakewood Regional Health Partners, LLC, a New York limited liability company.

"Permitted Acquisition" means (a) any acquisition that satisfies all of the conditions set forth in Section 7.04(h) of the Existing Credit Agreement (as in effect prior to the Amendment No. 3 Effective Date) and (b) the Acquisition, which shall be deemed a Permitted Acquisition for all purposes of the Amended Credit Agreement, subject to the satisfaction of the conditions set forth in Section 4 of Amendment No. 3.

"Pinnacle River" means Pinnacle River Capital Partners, LP, a Delaware limited partnership.

In addition, the following existing definitions in Section 1.01 of the Existing Credit Agreement are hereby confirmed or updated as follows:

"SOFR" and "Term SOFR" — The existing definitions of "SOFR" and "Term SOFR" set forth in Section 1.01 of the Existing Credit Agreement are hereby confirmed and shall apply to the Incremental Term Loans. For the avoidance of doubt, the Term SOFR rate applicable to the Incremental Term Loans shall be subject to a floor of 0.50% per annum (the "SOFR Floor"); provided that, if the Term SOFR rate for any Interest Period is less than 0.50% per annum, then for purposes of calculating the interest rate applicable to the Incremental Term Loans, the Term SOFR rate for such Interest Period shall be deemed to be 0.50% per annum.

"Total Leverage Ratio" — The existing definition of "Total Leverage Ratio" set forth in Section 1.01 of the Existing Credit Agreement is hereby confirmed and shall be calculated in a manner that accounts for the Incremental Term Loans as outstanding Indebtedness of the Borrower and its Subsidiaries. For the avoidance of doubt, all calculations of the Total Leverage Ratio that are required to give pro forma effect to the Acquisition and the Incremental Term Loans shall be made in accordance with Section 1.09 of the Existing Credit Agreement (Pro Forma Calculations).

1.2 Other Interpretive Provisions. The interpretive provisions set forth in Section 1.02 of the Existing Credit Agreement shall apply to this Amendment mutatis mutandis. For the avoidance of doubt:

(a) The Incremental Term Loans shall constitute "Term Loans" and "Obligations" under and as defined in the Existing Credit Agreement for all purposes thereof and of the other Loan Documents.

(b) Each Incremental Term Loan Lender shall constitute a "Lender" and a "Secured Party" under and as defined in the Existing Credit Agreement for all purposes thereof and of the other Loan Documents.

(c) This Amendment shall constitute a "Loan Document" under and as defined in the Existing Credit Agreement for all purposes thereof and of the other Loan Documents.

(d) Unless the context otherwise requires, any reference in the Existing Credit Agreement or in any other Loan Document to "Term Loans" shall be deemed to include the Incremental Term Loans, and any reference to "Term Loan Lenders" shall be deemed to include the Incremental Term Loan Lenders.

SECTION 2 — INCREMENTAL TERM LOAN

2.1 Incremental Term Loan Commitments. Subject to the terms and conditions set forth in this Amendment and in the Existing Credit Agreement:

(a) Each Incremental Term Loan Lender, severally and not jointly, agrees to make a single Incremental Term Loan to the Borrower on the Amendment No. 3 Effective Date in a principal amount equal to such Incremental Term Loan Lender's Incremental Term Loan Commitment as set forth opposite such Lender's name on Annex A hereto.

(b) The aggregate principal amount of all Incremental Term Loan Commitments is Eighty-Four Million Dollars ($84,000,000).

(c) The Incremental Term Loan Commitments shall terminate upon the making of the Incremental Term Loans on the Amendment No. 3 Effective Date. Amounts borrowed under this Section 2.1 and subsequently repaid or prepaid may not be reborrowed.

(d) Each Incremental Term Loan Lender shall make its Incremental Term Loan available to the Administrative Agent, for the account of the Borrower, by wire transfer of immediately available funds to the account designated by the Administrative Agent, not later than 1:00 p.m. (New York City time) on the Amendment No. 3 Effective Date.

(e) Upon receipt of the funds from the Incremental Term Loan Lenders, the Administrative Agent shall promptly make such funds available to the Borrower by crediting the account of the Borrower designated in the funding notice delivered by the Borrower to the Administrative Agent.

2.2 Use of Proceeds. The proceeds of the Incremental Term Loans shall be used by the Borrower solely for the following purposes:

(a) to finance a portion of the purchase price of the Acquisition in accordance with the Acquisition Agreement;

(b) to pay fees, costs, and expenses incurred in connection with the Acquisition and this Amendment, including financing fees in the amount of One Million Two Hundred Sixty Thousand Dollars ($1,260,000), representing 1.5% of the aggregate Incremental Term Loan Commitments, payable to the Incremental Term Loan Lenders on a pro rata basis in accordance with their respective Incremental Term Loan Commitments; and

(c) to the extent of any remaining proceeds after satisfaction of the foregoing, for general corporate purposes of the Borrower and its Subsidiaries.

The Borrower shall not use the proceeds of the Incremental Term Loans for any purpose that violates any applicable law, rule, or regulation, including Regulation U of the Board of Governors of the Federal Reserve System. None of the proceeds of the Incremental Term Loans shall be used, directly or indirectly, for the purpose of purchasing or carrying any "margin stock" within the meaning of Regulation U.

2.3 Interest.

(a) Applicable Rate. Each Incremental Term Loan shall bear interest at a rate per annum equal to Term SOFR for the applicable Interest Period plus 4.25% (425 basis points) (the "Applicable Rate"). For the avoidance of doubt, the Applicable Rate for the Incremental Term Loans may differ from the Applicable Rate for the existing Term Loans under the Existing Credit Agreement.

(b) SOFR Floor. If the Term SOFR rate for any Interest Period is less than 0.50% per annum, then for purposes of this Amendment, the Term SOFR rate for such Interest Period shall be deemed to be 0.50% per annum. The SOFR Floor shall apply regardless of the prevailing market rate for Term SOFR at any time.

(c) Interest Period. The Borrower may elect Interest Periods of one (1), three (3), or six (6) months with respect to the Incremental Term Loans, subject to and in accordance with the provisions of Section 2.02 of the Existing Credit Agreement. If the Borrower fails to timely elect an Interest Period, the Incremental Term Loans shall bear interest for an Interest Period of one (1) month.

(d) Default Rate. Upon the occurrence and during the continuance of an Event of Default, the outstanding principal amount of the Incremental Term Loans, and to the extent permitted by applicable law, all overdue interest and other overdue amounts, shall bear interest at a rate per annum equal to the rate otherwise applicable thereto plus an additional 2.00% per annum (the "Default Rate"). Interest at the Default Rate shall accrue from the date of such Event of Default until such Event of Default is cured or waived in accordance with the Existing Credit Agreement.

(e) Interest Payment Dates. Interest on the Incremental Term Loans shall be due and payable in arrears on the last Business Day of each Interest Period applicable thereto; provided that, in the case of any Interest Period in excess of three (3) months, interest shall also be payable on the date that is three (3) months after the commencement of such Interest Period. Interest at the Default Rate shall be payable on demand.

(f) Day-Count Convention. All interest on the Incremental Term Loans shall be calculated on the basis of a year of three hundred sixty (360) days for the actual number of days elapsed (including the first day but excluding the last day of the applicable Interest Period).

(g) Computation. Each determination of an interest rate by the Administrative Agent pursuant to any provision of this Amendment or the Amended Credit Agreement shall be conclusive and binding on the Borrower and the Incremental Term Loan Lenders in the absence of manifest error.

2.4 Amortization.

(a) Scheduled Amortization. The Borrower shall repay the Incremental Term Loans in consecutive quarterly installments on the last Business Day of each fiscal quarter, commencing with the first full fiscal quarter ending after the Amendment No. 3 Effective Date, in the amounts set forth in the amortization schedule attached as part of Annex A hereto. Each such quarterly installment shall be in the principal amount of Two Hundred Ten Thousand Dollars ($210,000), reflecting an amortization rate of 1.0% per annum of the original aggregate principal amount of the Incremental Term Loans (calculated as $84,000,000 × 1.0% = $840,000 per annum, payable in four equal quarterly installments of $210,000 each).

(b) Final Payment. The entire remaining outstanding principal balance of the Incremental Term Loans, together with all accrued and unpaid interest thereon and all other amounts owing with respect thereto, shall be due and payable in full on the Incremental Term Loan Maturity Date (September 17, 2027).

(d) Application of Amortization Payments. Each scheduled amortization payment shall be applied pro rata among the Incremental Term Loan Lenders in accordance with their respective outstanding Incremental Term Loans.

2.5 Mandatory and Voluntary Prepayments.

(a) Mandatory Prepayments. The Incremental Term Loans shall be subject to the same mandatory prepayment provisions as the existing Term Loans under Article II of the Existing Credit Agreement, including, without limitation:

(i) the Excess Cash Flow sweep set forth in Section 2.05(b) of the Existing Credit Agreement;

(ii) the asset sale proceeds sweep set forth in Section 2.05(c) of the Existing Credit Agreement; and

(iii) the insurance and condemnation proceeds sweep set forth in Section 2.05(d) of the Existing Credit Agreement.

Any mandatory prepayment required to be applied to the Term Loans under the Existing Credit Agreement shall be applied pro rata among the Incremental Term Loans and the existing Term Loans (or as otherwise set forth in the Existing Credit Agreement), in direct order of maturity (or as otherwise specified in the Existing Credit Agreement).

(b) Voluntary Prepayments. The Borrower may voluntarily prepay the Incremental Term Loans, in whole or in part, at any time and from time to time, at par, without premium or penalty, subject to:

(i) prior written notice to the Administrative Agent in accordance with Section 2.05(a) of the Existing Credit Agreement (not less than three (3) Business Days' prior notice for Term SOFR borrowings and not less than one (1) Business Day's prior notice for ABR borrowings);

(ii) minimum prepayment amounts as set forth in Section 2.05(a) of the Existing Credit Agreement;

(iii) payment of any breakage costs, funding losses, or other costs incurred by any Incremental Term Loan Lender as a result of a prepayment of a Term SOFR borrowing on a date other than the last day of the applicable Interest Period, as contemplated by Section 3.05 of the Existing Credit Agreement; and

(iv) such other terms and conditions applicable to voluntary prepayments of Term Loans as set forth in the Existing Credit Agreement.

Voluntary prepayments of the Incremental Term Loans shall be applied pro rata among the Incremental Term Loan Lenders in accordance with their respective outstanding Incremental Term Loans and shall be applied to the remaining scheduled amortization payments in direct order of maturity (unless the Borrower otherwise directs in its prepayment notice, subject to the terms of the Existing Credit Agreement).

2.6 Maturity. All outstanding Incremental Term Loans, together with all accrued and unpaid interest thereon and all other amounts owing in respect thereof under this Amendment, the Amended Credit Agreement, and the other Loan Documents, shall be due and payable in full on September 17, 2027 (the Incremental Term Loan Maturity Date). No extension of the Incremental Term Loan Maturity Date may be made without the written consent of each affected Incremental Term Loan Lender.

SECTION 3 — AMENDMENTS TO THE EXISTING CREDIT AGREEMENT

3.1 Pro Forma Compliance. The parties hereto confirm that, after giving pro forma effect to the incurrence of the Incremental Term Loans, the consummation of the Acquisition, the equity contribution from Pinnacle River, and any related transactions (in each case, calculated in accordance with Section 1.09 of the Existing Credit Agreement), the Borrower is in compliance with all financial covenants set forth in Section 7.11 of the Existing Credit Agreement, including:

(a) the Total Leverage Ratio, which shall not exceed the maximum level permitted under Section 7.11(a) of the Existing Credit Agreement as of the most recently ended Test Period;

(b) the First Lien Net Leverage Ratio, which shall not exceed the maximum level permitted under Section 7.11(b) of the Existing Credit Agreement as of the most recently ended Test Period; and

(c) the Fixed Charge Coverage Ratio, which shall not be less than the minimum level required under Section 7.11(c) of the Existing Credit Agreement as of the most recently ended Test Period.

The pro forma compliance calculation demonstrating such compliance is attached to the Officer's Certificate delivered pursuant to Section 4.4 hereof.

3.2 Debt Basket / Incremental Capacity. The parties hereto acknowledge and agree that, after giving effect to the establishment and funding of the Incremental Term Loan Commitments and the making of the Incremental Term Loans in the aggregate principal amount of $84,000,000, the remaining available capacity under the Incremental Facility Provisions set forth in Section 2.14 of the Existing Credit Agreement shall be reduced by $84,000,000. The Borrower represents that, as of the Amendment No. 3 Effective Date and after giving effect to the Incremental Term Loans, the remaining available incremental capacity under Section 2.14 of the Existing Credit Agreement (calculated after taking into account all Incremental Term Loans, incremental revolving commitments, and other incremental facilities previously incurred) is $41,000,000, subject to compliance with the applicable financial covenant tests and other conditions set forth in the Incremental Facility Provisions.

3.3 Investment / Acquisition Basket. The parties hereto confirm that the Acquisition constitutes a "Permitted Acquisition" and a "Permitted Investment" under the Amended Credit Agreement. The Borrower represents that, after giving effect to the Acquisition, the aggregate amount of all Permitted Acquisitions and Permitted Investments made pursuant to the applicable basket provisions of the Existing Credit Agreement does not exceed the maximum amounts permitted thereunder. The Acquisition satisfies all conditions to constitute a Permitted Acquisition under Section 7.04(h) of the Existing Credit Agreement, including, without limitation, requirements relating to pro forma financial covenant compliance, absence of Defaults, delivery of required financial information, and compliance with the other terms and conditions set forth therein.

3.4 Schedules. The Schedules to the Existing Credit Agreement are hereby supplemented and updated to the extent necessary to reflect the Incremental Term Loan Lenders and their respective Incremental Term Loan Commitments and Incremental Term Loans, as set forth on Annex A attached hereto. To the extent that any Schedule to the Existing Credit Agreement lists the Lenders and their respective commitments, such Schedule shall be deemed amended to include the Incremental Term Loan Lenders and their respective Incremental Term Loan Commitments as set forth on Annex A hereto. The Administrative Agent shall update its records accordingly.

3.5 Collateral.

(a) Pari Passu Security. The parties hereto confirm that the Incremental Term Loans shall be secured by the same Collateral that secures the existing Obligations under the Existing Credit Agreement and the other Loan Documents, on a pari passu basis with the existing Term Loans and the Revolving Loans. The Liens securing the Incremental Term Loans shall have the same priority as the Liens securing the existing Obligations under the Existing Credit Agreement.

(b) Acquired Assets. Upon and after the Amendment No. 3 Effective Date, the Acquired Assets (as defined in the Acquisition Agreement) shall constitute Collateral under the Amended Credit Agreement and the Collateral Documents for all purposes thereof. The Borrower shall take all actions necessary or reasonably requested by the Administrative Agent to ensure that the Administrative Agent, for the benefit of the Secured Parties, has a valid, perfected, first-priority Lien (subject only to Permitted Liens) on all Acquired Assets.

(c) Post-Closing Collateral. To the extent that certain collateral deliverables with respect to the Acquired Assets cannot be delivered on the Amendment No. 3 Effective Date, the Borrower shall deliver such collateral deliverables within the time periods specified in Section 6.4 of this Amendment.

3.6 Existing Revolving Facility. The parties hereto confirm that the existing Revolving Credit Facility in the aggregate commitment amount of Fifty Million Dollars ($50,000,000) (as established under the Existing Credit Agreement) remains in full force and effect, is unaffected by this Amendment, and is undrawn as of the Amendment No. 3 Effective Date. The Incremental Term Loans shall rank pari passu in right of payment and security with the Revolving Loans and all other Obligations under the Existing Credit Agreement. Nothing in this Amendment shall be construed to amend, modify, or otherwise affect the terms of the Revolving Credit Facility, except to the extent expressly set forth herein.

SECTION 4 — CONDITIONS PRECEDENT TO EFFECTIVENESS

This Amendment shall become effective on the date (the "Amendment No. 3 Effective Date") on which each of the following conditions shall have been satisfied (or waived by the Administrative Agent and the Required Lenders (as defined in the Existing Credit Agreement)):

4.1 Executed Amendment. The Administrative Agent shall have received counterparts of this Amendment, duly executed and delivered by the Borrower, Holdings, each Incremental Term Loan Lender, and the Administrative Agent (or, in the case of any party as to which an executed counterpart shall not have been received, the Administrative Agent shall have received evidence satisfactory to it, which may include telecopy or electronic transmission of a signed signature page, that such party has executed and delivered a counterpart hereof).

4.2 Acquisition Agreement. The Administrative Agent shall have received a true, complete, and correct copy of the Acquisition Agreement (together with all schedules, exhibits, annexes, and other attachments thereto), certified by a Responsible Officer of the Borrower, in form and substance reasonably satisfactory to the Administrative Agent. The Acquisition shall be consummated substantially simultaneously with the funding of the Incremental Term Loans on the Amendment No. 3 Effective Date, in all material respects in accordance with the terms of the Acquisition Agreement. No material amendment, modification, or waiver of any provision of the Acquisition Agreement (including any amendment, modification, or waiver of any condition to closing set forth therein, any increase in the purchase price, any material change to the consideration structure, or any material change to the indemnification provisions) shall have been made without the prior written consent of the Administrative Agent (such consent not to be unreasonably withheld, conditioned, or delayed).

4.3 Legal Opinion. The Administrative Agent shall have received a favorable written opinion of Calderwood & Harkness LLP ("Buyer's Counsel"), addressed to the Administrative Agent and each of the Incremental Term Loan Lenders, dated as of the Amendment No. 3 Effective Date, covering customary matters, including:

(a) due organization, valid existence, and good standing of the Borrower under the laws of the State of Delaware and of Holdings under the laws of the State of Delaware;

(b) the power and authority of the Borrower and Holdings to execute, deliver, and perform their respective obligations under this Amendment, the Amended Credit Agreement, and the other Loan Documents to which they are parties;

(c) the due authorization of the execution, delivery, and performance of this Amendment and the other Loan Documents by all necessary limited liability company action (in the case of the Borrower) and corporate action (in the case of Holdings);

(d) the due execution and delivery of this Amendment by the Borrower and Holdings;

(e) the enforceability of this Amendment, the Amended Credit Agreement, and the related Loan Documents against the Borrower and Holdings in accordance with their respective terms, subject to customary enforceability exceptions relating to bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium, and similar laws affecting creditors' rights generally and to general principles of equity;

(f) no violation of or conflict with (i) the organizational documents of the Borrower or Holdings, (ii) applicable laws of the State of New York, the State of Delaware, and the federal laws of the United States, or (iii) specified material agreements (including the Acquisition Agreement);

(g) no governmental approval, consent, authorization, or filing required for the execution, delivery, and performance of this Amendment by the Borrower or Holdings (other than those that have been obtained or made, including UCC financing statement filings); and

(h) such other matters as the Administrative Agent may reasonably request.

Such opinion shall be substantially in the form of Exhibit A hereto and shall be reasonably satisfactory in form and substance to the Administrative Agent and its counsel.

4.4 Officer's Certificate. The Administrative Agent shall have received a certificate of a Responsible Officer of the Borrower, substantially in the form of Exhibit B hereto, dated as of the Amendment No. 3 Effective Date:

(a) certifying that each of the representations and warranties set forth in Section 5 of this Amendment is true and correct in all material respects (or, in the case of any representation or warranty qualified by materiality or Material Adverse Effect, in all respects) as of the Amendment No. 3 Effective Date (except to the extent that any such representation or warranty expressly relates to an earlier date, in which case such representation or warranty is true and correct in all material respects as of such earlier date);

(b) certifying that no Default or Event of Default exists as of the Amendment No. 3 Effective Date or will result from the incurrence of the Incremental Term Loans or the consummation of the Acquisition;

(c) certifying that, after giving pro forma effect to the Acquisition, the incurrence of the Incremental Term Loans, the equity contribution from Pinnacle River, and the related transactions, the Borrower is in compliance with all financial covenants set forth in Section 7.11 of the Existing Credit Agreement, as tested on the Amendment No. 3 Effective Date using the financial statements for the most recently ended Test Period for which financial statements have been delivered to the Administrative Agent; and

(d) attaching a pro forma compliance calculation worksheet demonstrating the compliance described in clause (c) above, in reasonable detail satisfactory to the Administrative Agent.

4.5 Organizational Documents and Resolutions. The Administrative Agent shall have received:

(a) a certified copy of the Certificate of Formation of the Borrower, as filed with the Secretary of State of the State of Delaware, together with a certificate of good standing (or equivalent) from the Secretary of State of the State of Delaware, dated not more than thirty (30) days prior to the Amendment No. 3 Effective Date;

(b) a certified copy of the Limited Liability Company Agreement (or equivalent operating agreement) of the Borrower, together with all amendments and modifications thereto;

(c) a certified copy of the Certificate of Incorporation of Holdings, as filed with the Secretary of State of the State of Delaware, together with a certificate of good standing (or equivalent) from the Secretary of State of the State of Delaware, dated not more than thirty (30) days prior to the Amendment No. 3 Effective Date;

(d) a certified copy of the Bylaws of Holdings, together with all amendments and modifications thereto;

(e) true and complete copies of resolutions of the Board of Managers of the Borrower (or other applicable governing body) and the Board of Directors of Holdings (or other applicable governing body) authorizing the execution, delivery, and performance of this Amendment, the borrowing of the Incremental Term Loans, and the consummation of the Acquisition, certified by the Secretary or an Assistant Secretary (or other authorized officer) of the Borrower and Holdings, respectively; and

(f) certificates of incumbency, signed by the Secretary or an Assistant Secretary (or other authorized officer) of the Borrower and Holdings, certifying the names, titles, and true signatures of the officers authorized to sign this Amendment and the other documents to be delivered in connection herewith.

4.6 Financial Statements. The Administrative Agent shall have received the following financial statements, in each case in form and substance reasonably satisfactory to the Administrative Agent:

(a) audited consolidated financial statements of the Borrower and its Subsidiaries (including balance sheets, statements of income, statements of cash flows, and statements of members' equity, together with the notes thereto) for the fiscal years ending December 31, 2023 and December 31, 2024, in each case audited by an independent registered public accounting firm of recognized national standing and accompanied by an unqualified audit opinion;

(b) unaudited interim consolidated financial statements of the Borrower and its Subsidiaries (including balance sheets and statements of income) for the fiscal quarter and year-to-date period ending as of the most recently completed fiscal quarter for which financial statements are available, certified by the Chief Financial Officer of the Borrower as fairly presenting, in all material respects, the financial condition and results of operations of the Borrower and its Subsidiaries as of the dates and for the periods indicated, subject to normal year-end adjustments and the absence of footnotes; and

(c) historical financial statements of Lakewood (including balance sheets, statements of income, and, to the extent available, statements of cash flows) for the fiscal years ending December 31, 2023 and December 31, 2024, and for the interim period ending March 31, 2025, in each case in form and substance reasonably satisfactory to the Administrative Agent.

The Administrative Agent confirms its receipt and review of the foregoing financial statements, which reflect Lakewood trailing-twelve-month ("TTM") net revenue of $78,400,000 and TTM Adjusted EBITDA of $16,100,000 (each as of March 31, 2025), calculated in a manner consistent with the definition of "Adjusted EBITDA" set forth in the Existing Credit Agreement.

4.7 Pro Forma Financial Statements. The Administrative Agent shall have received pro forma combined financial statements of the Borrower and its Subsidiaries (after giving effect to the Acquisition, the Incremental Term Loans, and the equity contribution from Pinnacle River), including a pro forma combined balance sheet and pro forma combined income statement, in each case as of and for the twelve-month period ending as of the most recently completed fiscal quarter for which financial statements have been delivered, in form and substance reasonably satisfactory to the Administrative Agent. Such pro forma financial statements shall demonstrate compliance with all financial covenants set forth in Section 7.11 of the Existing Credit Agreement after giving pro forma effect to the Acquisition and the Incremental Term Loans.

4.8 Equity Contribution. The Administrative Agent shall have received evidence reasonably satisfactory to it (which may include wire transfer confirmation, a certificate from a Responsible Officer of the Borrower, or a copy of a fully executed equity contribution agreement) that Pinnacle River Capital Partners, LP shall have made (or shall make substantially simultaneously with the funding of the Incremental Term Loans on the Amendment No. 3 Effective Date) an equity contribution to the Borrower (through Holdings) in an aggregate amount not less than Fifty-Six Million Dollars ($56,000,000), of which not less than Thirty-Five Million Dollars ($35,000,000) constitutes closing cash consideration payable to Lakewood in connection with the Acquisition and Twenty-One Million Dollars ($21,000,000) constitutes amounts designated for transaction expenses and working capital reserves. Such equity contribution shall be made in the form of common equity (and not in the form of debt or debt-like instruments) and shall be on terms reasonably satisfactory to the Administrative Agent.

4.9 Fees and Expenses. The Administrative Agent and the Incremental Term Loan Lenders shall have received all fees, costs, and expenses due and payable on or before the Amendment No. 3 Effective Date in connection with this Amendment and the Incremental Term Loans, including, without limitation:

(a) financing fees in the aggregate amount of One Million Two Hundred Sixty Thousand Dollars ($1,260,000), representing 1.5% of the aggregate Incremental Term Loan Commitments ($84,000,000), payable to the Incremental Term Loan Lenders pro rata in accordance with their respective Incremental Term Loan Commitments (such fees to be paid by netting from the proceeds of the Incremental Term Loans or by separate wire transfer, as directed by the Administrative Agent);

(b) the Administrative Agent's customary agency fee, in the amount previously agreed between the Borrower and the Administrative Agent; and

(c) the reasonable and documented out-of-pocket legal fees and expenses of Davis Quelston & White LLP, counsel to the Administrative Agent, incurred in connection with the negotiation, preparation, and execution of this Amendment and the related Loan Documents, to the extent invoiced at least two (2) Business Days prior to the Amendment No. 3 Effective Date (or such later date as the Borrower may agree).

4.10 Insurance. The Administrative Agent shall have received evidence of insurance coverages required under Section 6.07 of the Existing Credit Agreement, in form and substance reasonably satisfactory to the Administrative Agent, including:

(a) certificates of insurance or binders evidencing the Borrower's maintenance of all insurance required under the Existing Credit Agreement, updated to reflect the Acquired Assets and the Acquired Business;

(b) evidence that the Administrative Agent (for the benefit of the Secured Parties) has been named as additional insured and/or loss payee (as applicable) with respect to the Acquired Assets, in accordance with the requirements of the Existing Credit Agreement and the Collateral Documents;

(c) evidence of tail professional liability insurance coverage, with a premium of $475,000, placed with Ridgeline Specialty Insurance Company, providing a three (3)-year extended reporting period from the Amendment No. 3 Effective Date; and

(d) evidence of directors' and officers' tail liability insurance coverage, with a premium of $120,000, placed with Ridgeline Specialty Insurance Company, providing a three (3)-year tail period from the Amendment No. 3 Effective Date.

4.11 Lien Searches. The Administrative Agent shall have received UCC financing statement search results, federal and state tax lien search results, judgment lien search results, and pending litigation search results in all jurisdictions in which the Borrower, Holdings, or Lakewood are organized, maintain their principal offices, or have material assets, in each case reflecting no Liens on the Collateral (including the Acquired Assets) other than Permitted Liens (as defined in the Existing Credit Agreement). Such searches shall have been conducted not more than thirty (30) days prior to the Amendment No. 3 Effective Date and shall be in form and substance reasonably satisfactory to the Administrative Agent and its counsel.

4.12 Collateral Deliverables. To the extent not subject to post-closing delivery pursuant to Section 6.4 of this Amendment, the Administrative Agent shall have received the following collateral deliverables, in each case in form and substance reasonably satisfactory to the Administrative Agent:

(a) amendments or supplements to the existing Security Agreement, Pledge Agreement, and other Collateral Documents, duly executed by the Borrower and Holdings (as applicable), to include the Acquired Assets as Collateral thereunder, together with any UCC financing statements, UCC financing statement amendments, or other filings necessary to perfect the Liens of the Administrative Agent (for the benefit of the Secured Parties) on the Acquired Assets;

(b) mortgage amendments or supplements with respect to owned real property acquired in connection with the Acquisition, including (i) the Rochester Main facility, located at 1475 East Ridge Road, Rochester, New York 14621 (appraised value: $6,900,000), and (ii) the Syracuse facility, located at 530 Erie Boulevard West, Syracuse, New York 13204 (appraised value: $4,900,000) (aggregate appraised value of owned real property: $11,800,000);

(c) Phase I environmental site assessment reports for each owned real property described in clause (b) above, prepared by Clearfield Environmental Consultants, Inc. (or another nationally recognized environmental consulting firm reasonably acceptable to the Administrative Agent), in each case reflecting no material environmental conditions or liabilities;

(d) title insurance commitments or policies issued by Apex Title & Escrow Services, LLC (or another nationally recognized title insurance company reasonably acceptable to the Administrative Agent) with respect to each owned real property described in clause (b) above, insuring the Liens of the mortgages (or mortgage amendments) in favor of the Administrative Agent (for the benefit of the Secured Parties) as valid, first-priority Liens, subject only to Permitted Liens and standard title insurance exceptions, in amounts reasonably satisfactory to the Administrative Agent;

(e) real property appraisals for each owned real property described in clause (b) above, prepared by a licensed, independent appraiser engaged by or reasonably acceptable to the Administrative Agent, in compliance with the requirements of the Financial Institutions Reform, Recovery, and Enforcement Act of 1989, reflecting an aggregate appraised value of $11,800,000; and

(f) landlord waivers, estoppel certificates, or collateral access agreements for any leased facilities acquired or assumed in connection with the Acquisition, to the extent required under Section 6.12 of the Existing Credit Agreement, covering nine (9) leased locations with aggregate annual base rent of approximately $2,740,000 (or such subset thereof as the Administrative Agent may reasonably require to be delivered at Closing, with the balance to be delivered as a post-closing deliverable pursuant to Section 6.4).

4.13 R&W Insurance. The Administrative Agent shall have received evidence, in form and substance reasonably satisfactory to it, that Keystone Mutual Assurance Company has bound the representations and warranties insurance policy contemplated by the Acquisition Agreement, with the following material terms:

(a) policy limit: Thirty-Five Million Dollars ($35,000,000);

(b) retention: Two Million One Hundred Thousand Dollars ($2,100,000);

(d) such other terms and conditions as are customary for representations and warranties insurance policies in transactions of this type and size, in each case in form and substance reasonably satisfactory to the Administrative Agent.

4.14 Escrow Arrangements. The Administrative Agent shall have received evidence, in form and substance reasonably satisfactory to it, that the escrow arrangements contemplated by the Acquisition Agreement have been duly established with Apex Title & Escrow Services, LLC (Denise Kowalski, Escrow Officer), including:

(a) the Indemnification Escrow in the amount of Thirty-Five Million Dollars ($35,000,000), established to secure the indemnification obligations of Lakewood under the Acquisition Agreement; and

(b) the Purchase Price Adjustment Escrow in the amount of Three Million Five Hundred Thousand Dollars ($3,500,000), established to secure potential purchase price adjustments under the Acquisition Agreement.

The Borrower shall have caused to be delivered to the Administrative Agent a copy of each fully executed escrow agreement governing the Indemnification Escrow and the Purchase Price Adjustment Escrow, in each case in form and substance reasonably satisfactory to the Administrative Agent.

4.15 Regulatory Approvals. The Administrative Agent shall have received evidence, in form and substance reasonably satisfactory to it, that all material governmental and regulatory approvals, consents, authorizations, and filings required for the consummation of the Acquisition have been obtained or made (or will be obtained or made on or prior to the Amendment No. 3 Effective Date), including, without limitation:

(a) approval of the New York State Department of Health ("NY DOH") for the change of ownership or control of the Acquired Business, to the extent required under the New York Public Health Law;

(b) approval of the Pennsylvania Department of Health ("PA DOH") for any applicable facility licenses or certifications, to the extent required under applicable Pennsylvania law;

(c) any required notifications to or approvals from the Centers for Medicare & Medicaid Services ("CMS"), including with respect to the enrollment and certification of the Acquired Business and the assignment or reissuance of CMS Certification Numbers as set forth in the Acquisition Agreement; and

(d) any other material governmental or regulatory approvals required for the Acquisition under applicable federal, state, or local law.

4.16 No Material Adverse Effect. Since March 31, 2025, no event, circumstance, development, change, occurrence, or condition shall have occurred or exist that, individually or in the aggregate, has had or could reasonably be expected to have a Material Adverse Effect with respect to the Borrower, Holdings, or Lakewood (or the Acquired Business).

4.17 Solvency Certificate. The Administrative Agent shall have received a solvency certificate, substantially in the form of Exhibit C hereto, duly executed by Patricia Hsu, the Chief Financial Officer of the Borrower, dated as of the Amendment No. 3 Effective Date, confirming that, after giving pro forma effect to the Acquisition, the incurrence of the Incremental Term Loans in the aggregate principal amount of $84,000,000, the equity contribution from Pinnacle River in the amount of $56,000,000, the payment of all fees, costs, and expenses in connection with the Acquisition and this Amendment, and the consummation of all other transactions contemplated hereby, the Borrower and its Subsidiaries, on a consolidated basis, are Solvent.

4.18 KYC / AML. The Administrative Agent shall have received all documentation and information required by applicable "know your customer" and anti-money laundering rules and regulations (including, without limitation, the USA PATRIOT Act (Title III of Pub. L. 107-56, signed into law October 26, 2001), the Bank Secrecy Act, and the regulations promulgated thereunder) with respect to the Borrower, Holdings, and the Acquired Business, to the extent requested by the Administrative Agent at least ten (10) Business Days prior to the Amendment No. 3 Effective Date, including (a) beneficial ownership certifications in compliance with 31 C.F.R. § 1010.230, (b) copies of government-issued identification documents for all natural persons who are beneficial owners or control persons of the Borrower and Holdings, and (c) such other documentation and information as the Administrative Agent may reasonably require to verify compliance with applicable anti-money laundering and sanctions laws and regulations.

4.19 Absence of Litigation. No action, suit, investigation, or proceeding (whether judicial, administrative, or otherwise) shall be pending or, to the knowledge of the Borrower, threatened against the Borrower, Holdings, Lakewood, or any of their respective Subsidiaries or Affiliates before any court, arbitrator, or governmental authority that could reasonably be expected to:

(a) restrain, enjoin, or prohibit the consummation of the Acquisition or the funding of the Incremental Term Loans or any of the other transactions contemplated hereby; or

(b) individually or in the aggregate, have a Material Adverse Effect.

Notwithstanding the foregoing, the Administrative Agent acknowledges and confirms that the Borrower has disclosed, and the Administrative Agent has reviewed and accepted as a known matter, the inquiry by the U.S. Department of Health and Human Services Office of Inspector General ("OIG") regarding the Syracuse facility concerning potential upcoding of evaluation and management services (CPT Code 99214) (the "Syracuse OIG Inquiry"). The estimated exposure associated with the Syracuse OIG Inquiry is between $350,000 and $900,000, and the Borrower has represented that such matter does not, individually or in the aggregate, constitute a Material Adverse Effect and is not reasonably expected to result in the imposition of sanctions, exclusions, or penalties that would be material to the Borrower, Lakewood, or the Acquired Business. The Administrative Agent's acceptance of the disclosure of the Syracuse OIG Inquiry shall not constitute a waiver of any representation or warranty made by the Borrower hereunder or under the Amended Credit Agreement.

SECTION 5 — REPRESENTATIONS AND WARRANTIES

Each of the Borrower and Holdings hereby represents and warrants to the Administrative Agent and the Incremental Term Loan Lenders as follows:

5.1 Reaffirmation. Each of the representations and warranties set forth in the Existing Credit Agreement and in each of the other Loan Documents is true and correct in all material respects (or, in the case of any representation or warranty that is qualified by materiality or Material Adverse Effect, in all respects) as of the Amendment No. 3 Effective Date, with the same effect as though made on and as of the Amendment No. 3 Effective Date, except to the extent that any such representation or warranty expressly relates to an earlier date, in which case such representation or warranty is true and correct in all material respects (or in all respects, as applicable) as of such earlier date. The Borrower and Holdings confirm that, for purposes of this Section 5.1, the Schedules to the Existing Credit Agreement shall be deemed to have been updated to reflect the Acquisition, the Incremental Term Loans, and the related transactions.

5.2 Organization and Standing. The Borrower is a limited liability company duly organized, validly existing, and in good standing under the laws of the State of Delaware, and has all limited liability company power and authority necessary to own and operate its properties and to carry on its business as currently conducted. Holdings is a corporation duly incorporated, validly existing, and in good standing under the laws of the State of Delaware, and has all corporate power and authority necessary to own and operate its properties and to carry on its business as currently conducted. Each of the Borrower and Holdings is duly qualified and in good standing as a foreign limited liability company or foreign corporation (as applicable) in each jurisdiction where the nature of its business or the ownership of its properties requires such qualification, except where the failure to be so qualified or in good standing could not reasonably be expected to have a Material Adverse Effect.

5.3 Authorization; No Conflict. The execution, delivery, and performance by the Borrower and Holdings of this Amendment and each other Loan Document to which it is a party have been duly authorized by all necessary limited liability company action (in the case of the Borrower) and corporate action (in the case of Holdings). Neither the execution, delivery, or performance of this Amendment, nor the consummation of the transactions contemplated hereby (including the incurrence of the Incremental Term Loans and the consummation of the Acquisition), does or will:

(a) violate, conflict with, or result in a breach of or default under any provision of the Certificate of Formation, Limited Liability Company Agreement, Certificate of Incorporation, or Bylaws (or equivalent organizational documents) of the Borrower or Holdings;

(b) violate, conflict with, or result in a breach of or default under any applicable law, rule, regulation, order, judgment, decree, or governmental approval binding upon or applicable to the Borrower, Holdings, or any of their respective Subsidiaries; or

(c) violate, conflict with, or result in a breach of, default under, or give rise to any right of termination, cancellation, acceleration, or loss of any material benefit under any material agreement, contract, or instrument to which the Borrower, Holdings, or any of their respective Subsidiaries is a party or by which any of them or their respective properties may be bound, including, without limitation, (i) the Acquisition Agreement, (ii) the Clearpath EHR License Agreement No. CP-ENT-2022-0487 (the enterprise electronic health records software license agreement between the Borrower and Clearpath Health Systems, Inc.), (iii) the Marlowe Asset Management MEF equipment leases (the medical equipment financing leases between the Borrower and Marlowe Asset Management Medical Equipment Finance LLC), or (iv) any other material contract set forth on Schedule 5.13 of the Existing Credit Agreement (as updated as of the Amendment No. 3 Effective Date).

5.4 Enforceability. This Amendment constitutes, and each other Loan Document executed and delivered by the Borrower or Holdings in connection herewith, when executed and delivered, will constitute, the legal, valid, and binding obligation of the Borrower or Holdings (as applicable), enforceable against it in accordance with its terms, subject to (a) applicable bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium, and similar laws affecting creditors' rights and remedies generally and (b) general principles of equity (regardless of whether enforcement is sought at law or in equity).

5.5 No Default. No Default or Event of Default (as defined in the Existing Credit Agreement) exists as of the Amendment No. 3 Effective Date, and no Default or Event of Default will result from the incurrence of the Incremental Term Loans, the consummation of the Acquisition, or the consummation of any of the other transactions contemplated by this Amendment. Each of the Borrower and Holdings is in compliance with all of its obligations under the Existing Credit Agreement and the other Loan Documents.

5.6 Financial Condition. The financial statements previously delivered to the Administrative Agent pursuant to the Existing Credit Agreement (including the audited financial statements for the fiscal years ending December 31, 2023 and December 31, 2024, and the unaudited interim financial statements for the most recently completed fiscal quarter) are complete and accurate in all material respects and fairly present, in all material respects, the financial condition and results of operations of the Borrower and its Subsidiaries as of the dates and for the periods indicated therein, in conformity with GAAP applied on a consistent basis (subject, in the case of unaudited interim financial statements, to normal year-end adjustments and the absence of footnotes). Since the date of the most recent financial statements delivered to the Administrative Agent, there has been no event, circumstance, development, change, occurrence, or condition that, individually or in the aggregate, has had or could reasonably be expected to have a Material Adverse Effect with respect to the Borrower, Holdings, or any of their respective Subsidiaries.

5.7 Permitted Acquisition. The Acquisition satisfies all of the conditions required for the Acquisition to constitute a "Permitted Acquisition" under Section 7.04(h) of the Existing Credit Agreement (as in effect immediately prior to the Amendment No. 3 Effective Date) and under the Amended Credit Agreement, including, without limitation, all conditions relating to pro forma financial covenant compliance, the absence of Defaults, delivery of required financial and other information, and compliance with applicable basket limitations. The aggregate purchase price for the Acquisition is One Hundred Forty Million Dollars ($140,000,000), implying an EBITDA acquisition multiple of approximately 8.7x based on Lakewood's TTM Adjusted EBITDA of $16,100,000 (as of March 31, 2025). The Acquisition is being consummated on arms'-length terms and is not subject to any side agreements, understandings, or arrangements that have not been disclosed to the Administrative Agent.

5.8 Solvency. After giving pro forma effect to the Acquisition, the incurrence of the Incremental Term Loans, the equity contribution from Pinnacle River, the payment of all fees, costs, and expenses in connection with the Acquisition and this Amendment, and all other transactions contemplated hereby, the Borrower and its Subsidiaries, on a consolidated basis, are Solvent (as certified in the Solvency Certificate delivered pursuant to Section 4.17 of this Amendment).

5.9 ERISA. No ERISA Event has occurred or is reasonably expected to occur that, individually or in the aggregate, has had or could reasonably be expected to have a Material Adverse Effect. The Borrower and its ERISA Affiliates are in compliance in all material respects with ERISA, the Internal Revenue Code, and the rules and regulations promulgated thereunder, with respect to each Plan (as defined in the Existing Credit Agreement). The Borrower acknowledges and has disclosed to the Administrative Agent that the Acquisition involves the assumption by the Borrower of accrued paid time off ("PTO") liabilities of Lakewood in the aggregate amount of approximately One Million Three Hundred Forty Thousand Dollars ($1,340,000), which assumption is reflected in the pro forma financial statements delivered pursuant to Section 4.7 and does not constitute a Material Adverse Effect. No Pension Plan has an "accumulated funding deficiency" (as defined in Section 302 of ERISA or Section 412 of the Internal Revenue Code) or has applied for or obtained a waiver of the minimum funding requirements under Section 302 of ERISA.

5.10 Compliance with Healthcare Laws. The Borrower has obtained (or will obtain at or prior to the Amendment No. 3 Effective Date) all material healthcare permits, licenses, certifications, accreditations, and enrollments necessary to own, operate, and conduct the Acquired Business as currently conducted and as contemplated to be conducted following the consummation of the Acquisition, including, without limitation:

(a) New York Article 28 Operating Certificates issued by the NY DOH;

(b) Pennsylvania Facility Licenses issued by the PA DOH;

(c) CMS Medicare and Medicaid enrollment and certification (including all applicable CMS Certification Numbers as set forth in the Acquisition Agreement); and

(d) all other material federal, state, and local healthcare permits, licenses, and certifications required for the lawful operation of the Acquired Business.

The Borrower hereby discloses, and the Administrative Agent and the Incremental Term Loan Lenders acknowledge, the pendency of the Syracuse OIG Inquiry, as described in Section 4.19 of this Amendment. The Borrower represents that (i) the Syracuse OIG Inquiry relates to potential upcoding of evaluation and management services (CPT Code 99214) at the Syracuse facility of the Acquired Bus

AMENDMENT NO. 3 TO CREDIT AGREEMENT
dated as of August 15, 2025
among
CRESTLINE PACKAGING SOLUTIONS LLC, as Borrower,
CPS HOLDINGS, INC., as Holdings,
IRONCLAD NATIONAL BANK, as Administrative Agent,
and
THE INCREMENTAL TERM LOAN LENDERS PARTY HERETO
Relating to the Credit Agreement dated as of September 17, 2021 (as amended by Amendment No. 1 dated March 8, 2023 and Amendment No. 2 dated November 22, 2024)
AMENDMENT NO. 3 TO CREDIT AGREEMENT
This AMENDMENT NO. 3 TO CREDIT AGREEMENT (this "Amendment"), dated as of August 15, 2025, is entered into by and among:
(a) CRESTLINE PACKAGING SOLUTIONS LLC, a Delaware limited liability company (the "Borrower"), with its principal office located at 8400 Scioto Darby Road, Suite 300, Columbus, OH 43228 (EIN: 83-2947561);
(b) CPS HOLDINGS, INC., a Delaware corporation ("Holdings"), with its registered agent located at c/o Penmark Industries, 1209 Orange Street, Wilmington, DE 19801 (EIN: 83-2940187);
(c) IRONCLAD NATIONAL BANK, a national banking association organized under the laws of the United States, in its capacity as administrative agent for the Lenders (in such capacity, together with its successors and assigns in such capacity, the "Administrative Agent"), with its principal office located at 301 South Tryon Street, Charlotte, NC 28202; and
(d) Each lender that has executed and delivered this Amendment as an "Incremental Term Loan Lender" (collectively, the "Incremental Term Loan Lenders" and each individually, an "Incremental Term Loan Lender").
RECITALS
WHEREAS, the Borrower, Holdings, the Administrative Agent, and the Lenders (as defined therein) are parties to that certain Credit Agreement, dated as of September 17, 2021 (as amended by that certain Amendment No. 1 to Credit Agreement, dated as of March 8, 2023, and that certain Amendment No. 2 to Credit Agreement, dated as of November 22, 2024, and as further amended, restated, supplemented, or otherwise modified from time to time prior to the date hereof, the "Existing Credit Agreement"; the Existing Credit Agreement as amended by this Amendment, the "Amended Credit Agreement");
WHEREAS, Section 2.14 of the Existing Credit Agreement permits the Borrower to request incremental term loan commitments and incremental term loans, subject to the terms and conditions set forth therein (the "Incremental Facility Provisions");
WHEREAS, the Borrower has requested the establishment of incremental term loan commitments in the aggregate principal amount of Eighty-Four Million Dollars ($84,000,000) (the "Incremental Term Loan Commitments") to finance, in part, the acquisition (the "Acquisition") by the Borrower of substantially all of the assets of Lakewood Regional Health Partners, LLC, a New York limited liability company ("Lakewood" or "LRHP"), pursuant to that certain Asset Purchase Agreement, dated as of June 16, 2025 (as the same may be amended, supplemented, or otherwise modified in accordance with the terms hereof, the "Acquisition Agreement"), by and among the Borrower, as purchaser, and Lakewood, as seller;
WHEREAS, each Incremental Term Loan Lender party hereto has agreed, severally and not jointly, to provide its Incremental Term Loan Commitment in the amount set forth opposite such Incremental Term Loan Lender's name on Annex A attached hereto;
WHEREAS, the Administrative Agent has consented to this Amendment to the extent required under the Existing Credit Agreement, including Section 2.14 and Section 10.01 thereof;
WHEREAS, the Acquisition has an aggregate purchase price of One Hundred Forty Million Dollars ($140,000,000), which is to be funded with (a) Eighty-Four Million Dollars ($84,000,000) from the proceeds of the Incremental Term Loans contemplated hereby and (b) Fifty-Six Million Dollars ($56,000,000) in equity contributions from Pinnacle River Capital Partners, LP, a Delaware limited partnership ("Pinnacle River"), of which Thirty-Five Million Dollars ($35,000,000) constitutes closing cash consideration payable to Lakewood and Twenty-One Million Dollars ($21,000,000) constitutes amounts designated for transaction expenses and working capital reserves; and
WHEREAS, capitalized terms used but not otherwise defined herein shall have the meanings assigned to such terms in the Existing Credit Agreement.
NOW, THEREFORE, in consideration of the mutual agreements herein contained, the premises set forth above, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:
SECTION 1 — DEFINED TERMS
1.1 Definitions. The following terms shall be added to Section 1.01 of the Existing Credit Agreement (or, to the extent that a term set forth below is already defined in the Existing Credit Agreement, the existing definition of such term shall be amended and restated in its entirety to read as set forth below), each in its appropriate alphabetical location:
"Amendment No. 3" means that certain Amendment No. 3 to Credit Agreement, dated as of the Amendment No. 3 Effective Date, by and among the Borrower, Holdings, the Administrative Agent, and the Incremental Term Loan Lenders party thereto.
"Amendment No. 3 Effective Date" means the date on which the conditions precedent set forth in Section 4 of Amendment No. 3 have been satisfied or waived in accordance with the terms thereof, which date is August 15, 2025.
"Acquisition" means the acquisition by the Borrower of substantially all of the assets of Lakewood Regional Health Partners, LLC pursuant to the Acquisition Agreement.
"Acquisition Agreement" means that certain Asset Purchase Agreement, dated as of June 16, 2025, by and among the Borrower, as purchaser, and Lakewood Regional Health Partners, LLC, as seller, together with all schedules, exhibits, annexes, and other attachments thereto, as the same may be amended, supplemented, or otherwise modified from time to time in accordance with the terms of the Amended Credit Agreement.
"Incremental Term Loan" means each term loan made by an Incremental Term Loan Lender to the Borrower pursuant to Section 2 of Amendment No. 3.
"Incremental Term Loan Commitment" means, as to each Incremental Term Loan Lender, the commitment of such Incremental Term Loan Lender to make an Incremental Term Loan to the Borrower on the Amendment No. 3 Effective Date in the principal amount set forth opposite such Lender's name on Annex A to Amendment No. 3. The aggregate amount of all Incremental Term Loan Commitments as of the Amendment No. 3 Effective Date is Eighty-Four Million Dollars ($84,000,000).
"Incremental Term Loan Lender" means each Lender having an Incremental Term Loan Commitment or at any time holding an outstanding Incremental Term Loan (or any portion thereof), together with such Lender's successors and permitted assigns.
"Incremental Term Loan Maturity Date" means September 17, 2027, which date is co-terminus with the existing Term Loan Maturity Date under the Existing Credit Agreement.
"Lakewood" or "LRHP" means Lakewood Regional Health Partners, LLC, a New York limited liability company.
"Permitted Acquisition" means (a) any acquisition that satisfies all of the conditions set forth in Section 7.04(h) of the Existing Credit Agreement (as in effect prior to the Amendment No. 3 Effective Date) and (b) the Acquisition, which shall be deemed a Permitted Acquisition for all purposes of the Amended Credit Agreement, subject to the satisfaction of the conditions set forth in Section 4 of Amendment No. 3.
"Pinnacle River" means Pinnacle River Capital Partners, LP, a Delaware limited partnership.
In addition, the following existing definitions in Section 1.01 of the Existing Credit Agreement are hereby confirmed or updated as follows:
"SOFR" and "Term SOFR" — The existing definitions of "SOFR" and "Term SOFR" set forth in Section 1.01 of the Existing Credit Agreement are hereby confirmed and shall apply to the Incremental Term Loans. For the avoidance of doubt, the Term SOFR rate applicable to the Incremental Term Loans shall be subject to a floor of 0.50% per annum (the "SOFR Floor"); provided that, if the Term SOFR rate for any Interest Period is less than 0.50% per annum, then for purposes of calculating the interest rate applicable to the Incremental Term Loans, the Term SOFR rate for such Interest Period shall be deemed to be 0.50% per annum.
"Total Leverage Ratio" — The existing definition of "Total Leverage Ratio" set forth in Section 1.01 of the Existing Credit Agreement is hereby confirmed and shall be calculated in a manner that accounts for the Incremental Term Loans as outstanding Indebtedness of the Borrower and its Subsidiaries. For the avoidance of doubt, all calculations of the Total Leverage Ratio that are required to give pro forma effect to the Acquisition and the Incremental Term Loans shall be made in accordance with Section 1.09 of the Existing Credit Agreement (Pro Forma Calculations).
1.2 Other Interpretive Provisions. The interpretive provisions set forth in Section 1.02 of the Existing Credit Agreement shall apply to this Amendment mutatis mutandis. For the avoidance of doubt:
(a) The Incremental Term Loans shall constitute "Term Loans" and "Obligations" under and as defined in the Existing Credit Agreement for all purposes thereof and of the other Loan Documents.
(b) Each Incremental Term Loan Lender shall constitute a "Lender" and a "Secured Party" under and as defined in the Existing Credit Agreement for all purposes thereof and of the other Loan Documents.
(c) This Amendment shall constitute a "Loan Document" under and as defined in the Existing Credit Agreement for all purposes thereof and of the other Loan Documents.
(d) Unless the context otherwise requires, any reference in the Existing Credit Agreement or in any other Loan Document to "Term Loans" shall be deemed to include the Incremental Term Loans, and any reference to "Term Loan Lenders" shall be deemed to include the Incremental Term Loan Lenders.
SECTION 2 — INCREMENTAL TERM LOAN
2.1 Incremental Term Loan Commitments. Subject to the terms and conditions set forth in this Amendment and in the Existing Credit Agreement:
(a) Each Incremental Term Loan Lender, severally and not jointly, agrees to make a single Incremental Term Loan to the Borrower on the Amendment No. 3 Effective Date in a principal amount equal to such Incremental Term Loan Lender's Incremental Term Loan Commitment as set forth opposite such Lender's name on Annex A hereto.
(b) The aggregate principal amount of all Incremental Term Loan Commitments is Eighty-Four Million Dollars ($84,000,000).
(c) The Incremental Term Loan Commitments shall terminate upon the making of the Incremental Term Loans on the Amendment No. 3 Effective Date. Amounts borrowed under this Section 2.1 and subsequently repaid or prepaid may not be reborrowed.
(d) Each Incremental Term Loan Lender shall make its Incremental Term Loan available to the Administrative Agent, for the account of the Borrower, by wire transfer of immediately available funds to the account designated by the Administrative Agent, not later than 1:00 p.m. (New York City time) on the Amendment No. 3 Effective Date.
(e) Upon receipt of the funds from the Incremental Term Loan Lenders, the Administrative Agent shall promptly make such funds available to the Borrower by crediting the account of the Borrower designated in the funding notice delivered by the Borrower to the Administrative Agent.
2.2 Use of Proceeds. The proceeds of the Incremental Term Loans shall be used by the Borrower solely for the following purposes:
(a) to finance a portion of the purchase price of the Acquisition in accordance with the Acquisition Agreement;
(b) to pay fees, costs, and expenses incurred in connection with the Acquisition and this Amendment, including financing fees in the amount of One Million Two Hundred Sixty Thousand Dollars ($1,260,000), representing 1.5% of the aggregate Incremental Term Loan Commitments, payable to the Incremental Term Loan Lenders on a pro rata basis in accordance with their respective Incremental Term Loan Commitments; and
(c) to the extent of any remaining proceeds after satisfaction of the foregoing, for general corporate purposes of the Borrower and its Subsidiaries.
The Borrower shall not use the proceeds of the Incremental Term Loans for any purpose that violates any applicable law, rule, or regulation, including Regulation U of the Board of Governors of the Federal Reserve System. None of the proceeds of the Incremental Term Loans shall be used, directly or indirectly, for the purpose of purchasing or carrying any "margin stock" within the meaning of Regulation U.
2.3 Interest.
(a) Applicable Rate. Each Incremental Term Loan shall bear interest at a rate per annum equal to Term SOFR for the applicable Interest Period plus 4.25% (425 basis points) (the "Applicable Rate"). For the avoidance of doubt, the Applicable Rate for the Incremental Term Loans may differ from the Applicable Rate for the existing Term Loans under the Existing Credit Agreement.
(b) SOFR Floor. If the Term SOFR rate for any Interest Period is less than 0.50% per annum, then for purposes of this Amendment, the Term SOFR rate for such Interest Period shall be deemed to be 0.50% per annum. The SOFR Floor shall apply regardless of the prevailing market rate for Term SOFR at any time.
(c) Interest Period. The Borrower may elect Interest Periods of one (1), three (3), or six (6) months with respect to the Incremental Term Loans, subject to and in accordance with the provisions of Section 2.02 of the Existing Credit Agreement. If the Borrower fails to timely elect an Interest Period, the Incremental Term Loans shall bear interest for an Interest Period of one (1) month.
(d) Default Rate. Upon the occurrence and during the continuance of an Event of Default, the outstanding principal amount of the Incremental Term Loans, and to the extent permitted by applicable law, all overdue interest and other overdue amounts, shall bear interest at a rate per annum equal to the rate otherwise applicable thereto plus an additional 2.00% per annum (the "Default Rate"). Interest at the Default Rate shall accrue from the date of such Event of Default until such Event of Default is cured or waived in accordance with the Existing Credit Agreement.
(e) Interest Payment Dates. Interest on the Incremental Term Loans shall be due and payable in arrears on the last Business Day of each Interest Period applicable thereto; provided that, in the case of any Interest Period in excess of three (3) months, interest shall also be payable on the date that is three (3) months after the commencement of such Interest Period. Interest at the Default Rate shall be payable on demand.
(f) Day-Count Convention. All interest on the Incremental Term Loans shall be calculated on the basis of a year of three hundred sixty (360) days for the actual number of days elapsed (including the first day but excluding the last day of the applicable Interest Period).
(g) Computation. Each determination of an interest rate by the Administrative Agent pursuant to any provision of this Amendment or the Amended Credit Agreement shall be conclusive and binding on the Borrower and the Incremental Term Loan Lenders in the absence of manifest error.
2.4 Amortization.
(a) Scheduled Amortization. The Borrower shall repay the Incremental Term Loans in consecutive quarterly installments on the last Business Day of each fiscal quarter, commencing with the first full fiscal quarter ending after the Amendment No. 3 Effective Date, in the amounts set forth in the amortization schedule attached as part of Annex A hereto. Each such quarterly installment shall be in the principal amount of Two Hundred Ten Thousand Dollars ($210,000), reflecting an amortization rate of 1.0% per annum of the original aggregate principal amount of the Incremental Term Loans (calculated as $84,000,000 × 1.0% = $840,000 per annum, payable in four equal quarterly installments of $210,000 each).
(b) Final Payment. The entire remaining outstanding principal balance of the Incremental Term Loans, together with all accrued and unpaid interest thereon and all other amounts owing with respect thereto, shall be due and payable in full on the Incremental Term Loan Maturity Date (September 17, 2027).
(c) No Reborrowing. Amounts of the Incremental Term Loans that are repaid or prepaid may not be reborrowed.
(d) Application of Amortization Payments. Each scheduled amortization payment shall be applied pro rata among the Incremental Term Loan Lenders in accordance with their respective outstanding Incremental Term Loans.
2.5 Mandatory and Voluntary Prepayments.
(a) Mandatory Prepayments. The Incremental Term Loans shall be subject to the same mandatory prepayment provisions as the existing Term Loans under Article II of the Existing Credit Agreement, including, without limitation:
(i) the Excess Cash Flow sweep set forth in Section 2.05(b) of the Existing Credit Agreement;
(ii) the asset sale proceeds sweep set forth in Section 2.05(c) of the Existing Credit Agreement; and
(iii) the insurance and condemnation proceeds sweep set forth in Section 2.05(d) of the Existing Credit Agreement.
Any mandatory prepayment required to be applied to the Term Loans under the Existing Credit Agreement shall be applied pro rata among the Incremental Term Loans and the existing Term Loans (or as otherwise set forth in the Existing Credit Agreement), in direct order of maturity (or as otherwise specified in the Existing Credit Agreement).
(b) Voluntary Prepayments. The Borrower may voluntarily prepay the Incremental Term Loans, in whole or in part, at any time and from time to time, at par, without premium or penalty, subject to:
(i) prior written notice to the Administrative Agent in accordance with Section 2.05(a) of the Existing Credit Agreement (not less than three (3) Business Days' prior notice for Term SOFR borrowings and not less than one (1) Business Day's prior notice for ABR borrowings);
(ii) minimum prepayment amounts as set forth in Section 2.05(a) of the Existing Credit Agreement;
(iii) payment of any breakage costs, funding losses, or other costs incurred by any Incremental Term Loan Lender as a result of a prepayment of a Term SOFR borrowing on a date other than the last day of the applicable Interest Period, as contemplated by Section 3.05 of the Existing Credit Agreement; and
(iv) such other terms and conditions applicable to voluntary prepayments of Term Loans as set forth in the Existing Credit Agreement.
Voluntary prepayments of the Incremental Term Loans shall be applied pro rata among the Incremental Term Loan Lenders in accordance with their respective outstanding Incremental Term Loans and shall be applied to the remaining scheduled amortization payments in direct order of maturity (unless the Borrower otherwise directs in its prepayment notice, subject to the terms of the Existing Credit Agreement).
2.6 Maturity. All outstanding Incremental Term Loans, together with all accrued and unpaid interest thereon and all other amounts owing in respect thereof under this Amendment, the Amended Credit Agreement, and the other Loan Documents, shall be due and payable in full on September 17, 2027 (the Incremental Term Loan Maturity Date). No extension of the Incremental Term Loan Maturity Date may be made without the written consent of each affected Incremental Term Loan Lender.
SECTION 3 — AMENDMENTS TO THE EXISTING CREDIT AGREEMENT
3.1 Pro Forma Compliance. The parties hereto confirm that, after giving pro forma effect to the incurrence of the Incremental Term Loans, the consummation of the Acquisition, the equity contribution from Pinnacle River, and any related transactions (in each case, calculated in accordance with Section 1.09 of the Existing Credit Agreement), the Borrower is in compliance with all financial covenants set forth in Section 7.11 of the Existing Credit Agreement, including:
(a) the Total Leverage Ratio, which shall not exceed the maximum level permitted under Section 7.11(a) of the Existing Credit Agreement as of the most recently ended Test Period;
(b) the First Lien Net Leverage Ratio, which shall not exceed the maximum level permitted under Section 7.11(b) of the Existing Credit Agreement as of the most recently ended Test Period; and
(c) the Fixed Charge Coverage Ratio, which shall not be less than the minimum level required under Section 7.11(c) of the Existing Credit Agreement as of the most recently ended Test Period.
The pro forma compliance calculation demonstrating such compliance is attached to the Officer's Certificate delivered pursuant to Section 4.4 hereof.
3.2 Debt Basket / Incremental Capacity. The parties hereto acknowledge and agree that, after giving effect to the establishment and funding of the Incremental Term Loan Commitments and the making of the Incremental Term Loans in the aggregate principal amount of $84,000,000, the remaining available capacity under the Incremental Facility Provisions set forth in Section 2.14 of the Existing Credit Agreement shall be reduced by $84,000,000. The Borrower represents that, as of the Amendment No. 3 Effective Date and after giving effect to the Incremental Term Loans, the remaining available incremental capacity under Section 2.14 of the Existing Credit Agreement (calculated after taking into account all Incremental Term Loans, incremental revolving commitments, and other incremental facilities previously incurred) is $41,000,000, subject to compliance with the applicable financial covenant tests and other conditions set forth in the Incremental Facility Provisions.
3.3 Investment / Acquisition Basket. The parties hereto confirm that the Acquisition constitutes a "Permitted Acquisition" and a "Permitted Investment" under the Amended Credit Agreement. The Borrower represents that, after giving effect to the Acquisition, the aggregate amount of all Permitted Acquisitions and Permitted Investments made pursuant to the applicable basket provisions of the Existing Credit Agreement does not exceed the maximum amounts permitted thereunder. The Acquisition satisfies all conditions to constitute a Permitted Acquisition under Section 7.04(h) of the Existing Credit Agreement, including, without limitation, requirements relating to pro forma financial covenant compliance, absence of Defaults, delivery of required financial information, and compliance with the other terms and conditions set forth therein.
3.4 Schedules. The Schedules to the Existing Credit Agreement are hereby supplemented and updated to the extent necessary to reflect the Incremental Term Loan Lenders and their respective Incremental Term Loan Commitments and Incremental Term Loans, as set forth on Annex A attached hereto. To the extent that any Schedule to the Existing Credit Agreement lists the Lenders and their respective commitments, such Schedule shall be deemed amended to include the Incremental Term Loan Lenders and their respective Incremental Term Loan Commitments as set forth on Annex A hereto. The Administrative Agent shall update its records accordingly.
3.5 Collateral.
(a) Pari Passu Security. The parties hereto confirm that the Incremental Term Loans shall be secured by the same Collateral that secures the existing Obligations under the Existing Credit Agreement and the other Loan Documents, on a pari passu basis with the existing Term Loans and the Revolving Loans. The Liens securing the Incremental Term Loans shall have the same priority as the Liens securing the existing Obligations under the Existing Credit Agreement.
(b) Acquired Assets. Upon and after the Amendment No. 3 Effective Date, the Acquired Assets (as defined in the Acquisition Agreement) shall constitute Collateral under the Amended Credit Agreement and the Collateral Documents for all purposes thereof. The Borrower shall take all actions necessary or reasonably requested by the Administrative Agent to ensure that the Administrative Agent, for the benefit of the Secured Parties, has a valid, perfected, first-priority Lien (subject only to Permitted Liens) on all Acquired Assets.
(c) Post-Closing Collateral. To the extent that certain collateral deliverables with respect to the Acquired Assets cannot be delivered on the Amendment No. 3 Effective Date, the Borrower shall deliver such collateral deliverables within the time periods specified in Section 6.4 of this Amendment.
3.6 Existing Revolving Facility. The parties hereto confirm that the existing Revolving Credit Facility in the aggregate commitment amount of Fifty Million Dollars ($50,000,000) (as established under the Existing Credit Agreement) remains in full force and effect, is unaffected by this Amendment, and is undrawn as of the Amendment No. 3 Effective Date. The Incremental Term Loans shall rank pari passu in right of payment and security with the Revolving Loans and all other Obligations under the Existing Credit Agreement. Nothing in this Amendment shall be construed to amend, modify, or otherwise affect the terms of the Revolving Credit Facility, except to the extent expressly set forth herein.
SECTION 4 — CONDITIONS PRECEDENT TO EFFECTIVENESS
This Amendment shall become effective on the date (the "Amendment No. 3 Effective Date") on which each of the following conditions shall have been satisfied (or waived by the Administrative Agent and the Required Lenders (as defined in the Existing Credit Agreement)):
4.1 Executed Amendment. The Administrative Agent shall have received counterparts of this Amendment, duly executed and delivered by the Borrower, Holdings, each Incremental Term Loan Lender, and the Administrative Agent (or, in the case of any party as to which an executed counterpart shall not have been received, the Administrative Agent shall have received evidence satisfactory to it, which may include telecopy or electronic transmission of a signed signature page, that such party has executed and delivered a counterpart hereof).
4.2 Acquisition Agreement. The Administrative Agent shall have received a true, complete, and correct copy of the Acquisition Agreement (together with all schedules, exhibits, annexes, and other attachments thereto), certified by a Responsible Officer of the Borrower, in form and substance reasonably satisfactory to the Administrative Agent. The Acquisition shall be consummated substantially simultaneously with the funding of the Incremental Term Loans on the Amendment No. 3 Effective Date, in all material respects in accordance with the terms of the Acquisition Agreement. No material amendment, modification, or waiver of any provision of the Acquisition Agreement (including any amendment, modification, or waiver of any condition to closing set forth therein, any increase in the purchase price, any material change to the consideration structure, or any material change to the indemnification provisions) shall have been made without the prior written consent of the Administrative Agent (such consent not to be unreasonably withheld, conditioned, or delayed).
4.3 Legal Opinion. The Administrative Agent shall have received a favorable written opinion of Calderwood & Harkness LLP ("Buyer's Counsel"), addressed to the Administrative Agent and each of the Incremental Term Loan Lenders, dated as of the Amendment No. 3 Effective Date, covering customary matters, including:
(a) due organization, valid existence, and good standing of the Borrower under the laws of the State of Delaware and of Holdings under the laws of the State of Delaware;
(b) the power and authority of the Borrower and Holdings to execute, deliver, and perform their respective obligations under this Amendment, the Amended Credit Agreement, and the other Loan Documents to which they are parties;
(c) the due authorization of the execution, delivery, and performance of this Amendment and the other Loan Documents by all necessary limited liability company action (in the case of the Borrower) and corporate action (in the case of Holdings);
(d) the due execution and delivery of this Amendment by the Borrower and Holdings;
(e) the enforceability of this Amendment, the Amended Credit Agreement, and the related Loan Documents against the Borrower and Holdings in accordance with their respective terms, subject to customary enforceability exceptions relating to bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium, and similar laws affecting creditors' rights generally and to general principles of equity;
(f) no violation of or conflict with (i) the organizational documents of the Borrower or Holdings, (ii) applicable laws of the State of New York, the State of Delaware, and the federal laws of the United States, or (iii) specified material agreements (including the Acquisition Agreement);
(g) no governmental approval, consent, authorization, or filing required for the execution, delivery, and performance of this Amendment by the Borrower or Holdings (other than those that have been obtained or made, including UCC financing statement filings); and
(h) such other matters as the Administrative Agent may reasonably request.
Such opinion shall be substantially in the form of Exhibit A hereto and shall be reasonably satisfactory in form and substance to the Administrative Agent and its counsel.
4.4 Officer's Certificate. The Administrative Agent shall have received a certificate of a Responsible Officer of the Borrower, substantially in the form of Exhibit B hereto, dated as of the Amendment No. 3 Effective Date:
(a) certifying that each of the representations and warranties set forth in Section 5 of this Amendment is true and correct in all material respects (or, in the case of any representation or warranty qualified by materiality or Material Adverse Effect, in all respects) as of the Amendment No. 3 Effective Date (except to the extent that any such representation or warranty expressly relates to an earlier date, in which case such representation or warranty is true and correct in all material respects as of such earlier date);
(b) certifying that no Default or Event of Default exists as of the Amendment No. 3 Effective Date or will result from the incurrence of the Incremental Term Loans or the consummation of the Acquisition;
(c) certifying that, after giving pro forma effect to the Acquisition, the incurrence of the Incremental Term Loans, the equity contribution from Pinnacle River, and the related transactions, the Borrower is in compliance with all financial covenants set forth in Section 7.11 of the Existing Credit Agreement, as tested on the Amendment No. 3 Effective Date using the financial statements for the most recently ended Test Period for which financial statements have been delivered to the Administrative Agent; and
(d) attaching a pro forma compliance calculation worksheet demonstrating the compliance described in clause (c) above, in reasonable detail satisfactory to the Administrative Agent.
4.5 Organizational Documents and Resolutions. The Administrative Agent shall have received:
(a) a certified copy of the Certificate of Formation of the Borrower, as filed with the Secretary of State of the State of Delaware, together with a certificate of good standing (or equivalent) from the Secretary of State of the State of Delaware, dated not more than thirty (30) days prior to the Amendment No. 3 Effective Date;
(b) a certified copy of the Limited Liability Company Agreement (or equivalent operating agreement) of the Borrower, together with all amendments and modifications thereto;
(c) a certified copy of the Certificate of Incorporation of Holdings, as filed with the Secretary of State of the State of Delaware, together with a certificate of good standing (or equivalent) from the Secretary of State of the State of Delaware, dated not more than thirty (30) days prior to the Amendment No. 3 Effective Date;
(d) a certified copy of the Bylaws of Holdings, together with all amendments and modifications thereto;
(e) true and complete copies of resolutions of the Board of Managers of the Borrower (or other applicable governing body) and the Board of Directors of Holdings (or other applicable governing body) authorizing the execution, delivery, and performance of this Amendment, the borrowing of the Incremental Term Loans, and the consummation of the Acquisition, certified by the Secretary or an Assistant Secretary (or other authorized officer) of the Borrower and Holdings, respectively; and
(f) certificates of incumbency, signed by the Secretary or an Assistant Secretary (or other authorized officer) of the Borrower and Holdings, certifying the names, titles, and true signatures of the officers authorized to sign this Amendment and the other documents to be delivered in connection herewith.
4.6 Financial Statements. The Administrative Agent shall have received the following financial statements, in each case in form and substance reasonably satisfactory to the Administrative Agent:
(a) audited consolidated financial statements of the Borrower and its Subsidiaries (including balance sheets, statements of income, statements of cash flows, and statements of members' equity, together with the notes thereto) for the fiscal years ending December 31, 2023 and December 31, 2024, in each case audited by an independent registered public accounting firm of recognized national standing and accompanied by an unqualified audit opinion;
(b) unaudited interim consolidated financial statements of the Borrower and its Subsidiaries (including balance sheets and statements of income) for the fiscal quarter and year-to-date period ending as of the most recently completed fiscal quarter for which financial statements are available, certified by the Chief Financial Officer of the Borrower as fairly presenting, in all material respects, the financial condition and results of operations of the Borrower and its Subsidiaries as of the dates and for the periods indicated, subject to normal year-end adjustments and the absence of footnotes; and
(c) historical financial statements of Lakewood (including balance sheets, statements of income, and, to the extent available, statements of cash flows) for the fiscal years ending December 31, 2023 and December 31, 2024, and for the interim period ending March 31, 2025, in each case in form and substance reasonably satisfactory to the Administrative Agent.
The Administrative Agent confirms its receipt and review of the foregoing financial statements, which reflect Lakewood trailing-twelve-month ("TTM") net revenue of $78,400,000 and TTM Adjusted EBITDA of $16,100,000 (each as of March 31, 2025), calculated in a manner consistent with the definition of "Adjusted EBITDA" set forth in the Existing Credit Agreement.
4.7 Pro Forma Financial Statements. The Administrative Agent shall have received pro forma combined financial statements of the Borrower and its Subsidiaries (after giving effect to the Acquisition, the Incremental Term Loans, and the equity contribution from Pinnacle River), including a pro forma combined balance sheet and pro forma combined income statement, in each case as of and for the twelve-month period ending as of the most recently completed fiscal quarter for which financial statements have been delivered, in form and substance reasonably satisfactory to the Administrative Agent. Such pro forma financial statements shall demonstrate compliance with all financial covenants set forth in Section 7.11 of the Existing Credit Agreement after giving pro forma effect to the Acquisition and the Incremental Term Loans.
4.8 Equity Contribution. The Administrative Agent shall have received evidence reasonably satisfactory to it (which may include wire transfer confirmation, a certificate from a Responsible Officer of the Borrower, or a copy of a fully executed equity contribution agreement) that Pinnacle River Capital Partners, LP shall have made (or shall make substantially simultaneously with the funding of the Incremental Term Loans on the Amendment No. 3 Effective Date) an equity contribution to the Borrower (through Holdings) in an aggregate amount not less than Fifty-Six Million Dollars ($56,000,000), of which not less than Thirty-Five Million Dollars ($35,000,000) constitutes closing cash consideration payable to Lakewood in connection with the Acquisition and Twenty-One Million Dollars ($21,000,000) constitutes amounts designated for transaction expenses and working capital reserves. Such equity contribution shall be made in the form of common equity (and not in the form of debt or debt-like instruments) and shall be on terms reasonably satisfactory to the Administrative Agent.
4.9 Fees and Expenses. The Administrative Agent and the Incremental Term Loan Lenders shall have received all fees, costs, and expenses due and payable on or before the Amendment No. 3 Effective Date in connection with this Amendment and the Incremental Term Loans, including, without limitation:
(a) financing fees in the aggregate amount of One Million Two Hundred Sixty Thousand Dollars ($1,260,000), representing 1.5% of the aggregate Incremental Term Loan Commitments ($84,000,000), payable to the Incremental Term Loan Lenders pro rata in accordance with their respective Incremental Term Loan Commitments (such fees to be paid by netting from the proceeds of the Incremental Term Loans or by separate wire transfer, as directed by the Administrative Agent);
(b) the Administrative Agent's customary agency fee, in the amount previously agreed between the Borrower and the Administrative Agent; and
(c) the reasonable and documented out-of-pocket legal fees and expenses of Davis Quelston & White LLP, counsel to the Administrative Agent, incurred in connection with the negotiation, preparation, and execution of this Amendment and the related Loan Documents, to the extent invoiced at least two (2) Business Days prior to the Amendment No. 3 Effective Date (or such later date as the Borrower may agree).
4.10 Insurance. The Administrative Agent shall have received evidence of insurance coverages required under Section 6.07 of the Existing Credit Agreement, in form and substance reasonably satisfactory to the Administrative Agent, including:
(a) certificates of insurance or binders evidencing the Borrower's maintenance of all insurance required under the Existing Credit Agreement, updated to reflect the Acquired Assets and the Acquired Business;
(b) evidence that the Administrative Agent (for the benefit of the Secured Parties) has been named as additional insured and/or loss payee (as applicable) with respect to the Acquired Assets, in accordance with the requirements of the Existing Credit Agreement and the Collateral Documents;
(c) evidence of tail professional liability insurance coverage, with a premium of $475,000, placed with Ridgeline Specialty Insurance Company, providing a three (3)-year extended reporting period from the Amendment No. 3 Effective Date; and
(d) evidence of directors' and officers' tail liability insurance coverage, with a premium of $120,000, placed with Ridgeline Specialty Insurance Company, providing a three (3)-year tail period from the Amendment No. 3 Effective Date.
4.11 Lien Searches. The Administrative Agent shall have received UCC financing statement search results, federal and state tax lien search results, judgment lien search results, and pending litigation search results in all jurisdictions in which the Borrower, Holdings, or Lakewood are organized, maintain their principal offices, or have material assets, in each case reflecting no Liens on the Collateral (including the Acquired Assets) other than Permitted Liens (as defined in the Existing Credit Agreement). Such searches shall have been conducted not more than thirty (30) days prior to the Amendment No. 3 Effective Date and shall be in form and substance reasonably satisfactory to the Administrative Agent and its counsel.
4.12 Collateral Deliverables. To the extent not subject to post-closing delivery pursuant to Section 6.4 of this Amendment, the Administrative Agent shall have received the following collateral deliverables, in each case in form and substance reasonably satisfactory to the Administrative Agent:
(a) amendments or supplements to the existing Security Agreement, Pledge Agreement, and other Collateral Documents, duly executed by the Borrower and Holdings (as applicable), to include the Acquired Assets as Collateral thereunder, together with any UCC financing statements, UCC financing statement amendments, or other filings necessary to perfect the Liens of the Administrative Agent (for the benefit of the Secured Parties) on the Acquired Assets;
(b) mortgage amendments or supplements with respect to owned real property acquired in connection with the Acquisition, including (i) the Rochester Main facility, located at 1475 East Ridge Road, Rochester, New York 14621 (appraised value: $6,900,000), and (ii) the Syracuse facility, located at 530 Erie Boulevard West, Syracuse, New York 13204 (appraised value: $4,900,000) (aggregate appraised value of owned real property: $11,800,000);
(c) Phase I environmental site assessment reports for each owned real property described in clause (b) above, prepared by Clearfield Environmental Consultants, Inc. (or another nationally recognized environmental consulting firm reasonably acceptable to the Administrative Agent), in each case reflecting no material environmental conditions or liabilities;
(d) title insurance commitments or policies issued by Apex Title & Escrow Services, LLC (or another nationally recognized title insurance company reasonably acceptable to the Administrative Agent) with respect to each owned real property described in clause (b) above, insuring the Liens of the mortgages (or mortgage amendments) in favor of the Administrative Agent (for the benefit of the Secured Parties) as valid, first-priority Liens, subject only to Permitted Liens and standard title insurance exceptions, in amounts reasonably satisfactory to the Administrative Agent;
(e) real property appraisals for each owned real property described in clause (b) above, prepared by a licensed, independent appraiser engaged by or reasonably acceptable to the Administrative Agent, in compliance with the requirements of the Financial Institutions Reform, Recovery, and Enforcement Act of 1989, reflecting an aggregate appraised value of $11,800,000; and
(f) landlord waivers, estoppel certificates, or collateral access agreements for any leased facilities acquired or assumed in connection with the Acquisition, to the extent required under Section 6.12 of the Existing Credit Agreement, covering nine (9) leased locations with aggregate annual base rent of approximately $2,740,000 (or such subset thereof as the Administrative Agent may reasonably require to be delivered at Closing, with the balance to be delivered as a post-closing deliverable pursuant to Section 6.4).
4.13 R&W Insurance. The Administrative Agent shall have received evidence, in form and substance reasonably satisfactory to it, that Keystone Mutual Assurance Company has bound the representations and warranties insurance policy contemplated by the Acquisition Agreement, with the following material terms:
(a) policy limit: Thirty-Five Million Dollars ($35,000,000);
(b) retention: Two Million One Hundred Thousand Dollars ($2,100,000);
(c) premium: Nine Hundred Eighty Thousand Dollars ($980,000); and
(d) such other terms and conditions as are customary for representations and warranties insurance policies in transactions of this type and size, in each case in form and substance reasonably satisfactory to the Administrative Agent.
4.14 Escrow Arrangements. The Administrative Agent shall have received evidence, in form and substance reasonably satisfactory to it, that the escrow arrangements contemplated by the Acquisition Agreement have been duly established with Apex Title & Escrow Services, LLC (Denise Kowalski, Escrow Officer), including:
(a) the Indemnification Escrow in the amount of Thirty-Five Million Dollars ($35,000,000), established to secure the indemnification obligations of Lakewood under the Acquisition Agreement; and
(b) the Purchase Price Adjustment Escrow in the amount of Three Million Five Hundred Thousand Dollars ($3,500,000), established to secure potential purchase price adjustments under the Acquisition Agreement.
The Borrower shall have caused to be delivered to the Administrative Agent a copy of each fully executed escrow agreement governing the Indemnification Escrow and the Purchase Price Adjustment Escrow, in each case in form and substance reasonably satisfactory to the Administrative Agent.
4.15 Regulatory Approvals. The Administrative Agent shall have received evidence, in form and substance reasonably satisfactory to it, that all material governmental and regulatory approvals, consents, authorizations, and filings required for the consummation of the Acquisition have been obtained or made (or will be obtained or made on or prior to the Amendment No. 3 Effective Date), including, without limitation:
(a) approval of the New York State Department of Health ("NY DOH") for the change of ownership or control of the Acquired Business, to the extent required under the New York Public Health Law;
(b) approval of the Pennsylvania Department of Health ("PA DOH") for any applicable facility licenses or certifications, to the extent required under applicable Pennsylvania law;
(c) any required notifications to or approvals from the Centers for Medicare & Medicaid Services ("CMS"), including with respect to the enrollment and certification of the Acquired Business and the assignment or reissuance of CMS Certification Numbers as set forth in the Acquisition Agreement; and
(d) any other material governmental or regulatory approvals required for the Acquisition under applicable federal, state, or local law.
4.16 No Material Adverse Effect. Since March 31, 2025, no event, circumstance, development, change, occurrence, or condition shall have occurred or exist that, individually or in the aggregate, has had or could reasonably be expected to have a Material Adverse Effect with respect to the Borrower, Holdings, or Lakewood (or the Acquired Business).
4.17 Solvency Certificate. The Administrative Agent shall have received a solvency certificate, substantially in the form of Exhibit C hereto, duly executed by Patricia Hsu, the Chief Financial Officer of the Borrower, dated as of the Amendment No. 3 Effective Date, confirming that, after giving pro forma effect to the Acquisition, the incurrence of the Incremental Term Loans in the aggregate principal amount of $84,000,000, the equity contribution from Pinnacle River in the amount of $56,000,000, the payment of all fees, costs, and expenses in connection with the Acquisition and this Amendment, and the consummation of all other transactions contemplated hereby, the Borrower and its Subsidiaries, on a consolidated basis, are Solvent.
4.18 KYC / AML. The Administrative Agent shall have received all documentation and information required by applicable "know your customer" and anti-money laundering rules and regulations (including, without limitation, the USA PATRIOT Act (Title III of Pub. L. 107-56, signed into law October 26, 2001), the Bank Secrecy Act, and the regulations promulgated thereunder) with respect to the Borrower, Holdings, and the Acquired Business, to the extent requested by the Administrative Agent at least ten (10) Business Days prior to the Amendment No. 3 Effective Date, including (a) beneficial ownership certifications in compliance with 31 C.F.R. § 1010.230, (b) copies of government-issued identification documents for all natural persons who are beneficial owners or control persons of the Borrower and Holdings, and (c) such other documentation and information as the Administrative Agent may reasonably require to verify compliance with applicable anti-money laundering and sanctions laws and regulations.
4.19 Absence of Litigation. No action, suit, investigation, or proceeding (whether judicial, administrative, or otherwise) shall be pending or, to the knowledge of the Borrower, threatened against the Borrower, Holdings, Lakewood, or any of their respective Subsidiaries or Affiliates before any court, arbitrator, or governmental authority that could reasonably be expected to:
(a) restrain, enjoin, or prohibit the consummation of the Acquisition or the funding of the Incremental Term Loans or any of the other transactions contemplated hereby; or
(b) individually or in the aggregate, have a Material Adverse Effect.
Notwithstanding the foregoing, the Administrative Agent acknowledges and confirms that the Borrower has disclosed, and the Administrative Agent has reviewed and accepted as a known matter, the inquiry by the U.S. Department of Health and Human Services Office of Inspector General ("OIG") regarding the Syracuse facility concerning potential upcoding of evaluation and management services (CPT Code 99214) (the "Syracuse OIG Inquiry"). The estimated exposure associated with the Syracuse OIG Inquiry is between $350,000 and $900,000, and the Borrower has represented that such matter does not, individually or in the aggregate, constitute a Material Adverse Effect and is not reasonably expected to result in the imposition of sanctions, exclusions, or penalties that would be material to the Borrower, Lakewood, or the Acquired Business. The Administrative Agent's acceptance of the disclosure of the Syracuse OIG Inquiry shall not constitute a waiver of any representation or warranty made by the Borrower hereunder or under the Amended Credit Agreement.
SECTION 5 — REPRESENTATIONS AND WARRANTIES
Each of the Borrower and Holdings hereby represents and warrants to the Administrative Agent and the Incremental Term Loan Lenders as follows:
5.1 Reaffirmation. Each of the representations and warranties set forth in the Existing Credit Agreement and in each of the other Loan Documents is true and correct in all material respects (or, in the case of any representation or warranty that is qualified by materiality or Material Adverse Effect, in all respects) as of the Amendment No. 3 Effective Date, with the same effect as though made on and as of the Amendment No. 3 Effective Date, except to the extent that any such representation or warranty expressly relates to an earlier date, in which case such representation or warranty is true and correct in all material respects (or in all respects, as applicable) as of such earlier date. The Borrower and Holdings confirm that, for purposes of this Section 5.1, the Schedules to the Existing Credit Agreement shall be deemed to have been updated to reflect the Acquisition, the Incremental Term Loans, and the related transactions.
5.2 Organization and Standing. The Borrower is a limited liability company duly organized, validly existing, and in good standing under the laws of the State of Delaware, and has all limited liability company power and authority necessary to own and operate its properties and to carry on its business as currently conducted. Holdings is a corporation duly incorporated, validly existing, and in good standing under the laws of the State of Delaware, and has all corporate power and authority necessary to own and operate its properties and to carry on its business as currently conducted. Each of the Borrower and Holdings is duly qualified and in good standing as a foreign limited liability company or foreign corporation (as applicable) in each jurisdiction where the nature of its business or the ownership of its properties requires such qualification, except where the failure to be so qualified or in good standing could not reasonably be expected to have a Material Adverse Effect.
5.3 Authorization; No Conflict. The execution, delivery, and performance by the Borrower and Holdings of this Amendment and each other Loan Document to which it is a party have been duly authorized by all necessary limited liability company action (in the case of the Borrower) and corporate action (in the case of Holdings). Neither the execution, delivery, or performance of this Amendment, nor the consummation of the transactions contemplated hereby (including the incurrence of the Incremental Term Loans and the consummation of the Acquisition), does or will:
(a) violate, conflict with, or result in a breach of or default under any provision of the Certificate of Formation, Limited Liability Company Agreement, Certificate of Incorporation, or Bylaws (or equivalent organizational documents) of the Borrower or Holdings;
(b) violate, conflict with, or result in a breach of or default under any applicable law, rule, regulation, order, judgment, decree, or governmental approval binding upon or applicable to the Borrower, Holdings, or any of their respective Subsidiaries; or
(c) violate, conflict with, or result in a breach of, default under, or give rise to any right of termination, cancellation, acceleration, or loss of any material benefit under any material agreement, contract, or instrument to which the Borrower, Holdings, or any of their respective Subsidiaries is a party or by which any of them or their respective properties may be bound, including, without limitation, (i) the Acquisition Agreement, (ii) the Clearpath EHR License Agreement No. CP-ENT-2022-0487 (the enterprise electronic health records software license agreement between the Borrower and Clearpath Health Systems, Inc.), (iii) the Marlowe Asset Management MEF equipment leases (the medical equipment financing leases between the Borrower and Marlowe Asset Management Medical Equipment Finance LLC), or (iv) any other material contract set forth on Schedule 5.13 of the Existing Credit Agreement (as updated as of the Amendment No. 3 Effective Date).
5.4 Enforceability. This Amendment constitutes, and each other Loan Document executed and delivered by the Borrower or Holdings in connection herewith, when executed and delivered, will constitute, the legal, valid, and binding obligation of the Borrower or Holdings (as applicable), enforceable against it in accordance with its terms, subject to (a) applicable bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium, and similar laws affecting creditors' rights and remedies generally and (b) general principles of equity (regardless of whether enforcement is sought at law or in equity).
5.5 No Default. No Default or Event of Default (as defined in the Existing Credit Agreement) exists as of the Amendment No. 3 Effective Date, and no Default or Event of Default will result from the incurrence of the Incremental Term Loans, the consummation of the Acquisition, or the consummation of any of the other transactions contemplated by this Amendment. Each of the Borrower and Holdings is in compliance with all of its obligations under the Existing Credit Agreement and the other Loan Documents.
5.6 Financial Condition. The financial statements previously delivered to the Administrative Agent pursuant to the Existing Credit Agreement (including the audited financial statements for the fiscal years ending December 31, 2023 and December 31, 2024, and the unaudited interim financial statements for the most recently completed fiscal quarter) are complete and accurate in all material respects and fairly present, in all material respects, the financial condition and results of operations of the Borrower and its Subsidiaries as of the dates and for the periods indicated therein, in conformity with GAAP applied on a consistent basis (subject, in the case of unaudited interim financial statements, to normal year-end adjustments and the absence of footnotes). Since the date of the most recent financial statements delivered to the Administrative Agent, there has been no event, circumstance, development, change, occurrence, or condition that, individually or in the aggregate, has had or could reasonably be expected to have a Material Adverse Effect with respect to the Borrower, Holdings, or any of their respective Subsidiaries.
5.7 Permitted Acquisition. The Acquisition satisfies all of the conditions required for the Acquisition to constitute a "Permitted Acquisition" under Section 7.04(h) of the Existing Credit Agreement (as in effect immediately prior to the Amendment No. 3 Effective Date) and under the Amended Credit Agreement, including, without limitation, all conditions relating to pro forma financial covenant compliance, the absence of Defaults, delivery of required financial and other information, and compliance with applicable basket limitations. The aggregate purchase price for the Acquisition is One Hundred Forty Million Dollars ($140,000,000), implying an EBITDA acquisition multiple of approximately 8.7x based on Lakewood's TTM Adjusted EBITDA of $16,100,000 (as of March 31, 2025). The Acquisition is being consummated on arms'-length terms and is not subject to any side agreements, understandings, or arrangements that have not been disclosed to the Administrative Agent.
5.8 Solvency. After giving pro forma effect to the Acquisition, the incurrence of the Incremental Term Loans, the equity contribution from Pinnacle River, the payment of all fees, costs, and expenses in connection with the Acquisition and this Amendment, and all other transactions contemplated hereby, the Borrower and its Subsidiaries, on a consolidated basis, are Solvent (as certified in the Solvency Certificate delivered pursuant to Section 4.17 of this Amendment).
5.9 ERISA. No ERISA Event has occurred or is reasonably expected to occur that, individually or in the aggregate, has had or could reasonably be expected to have a Material Adverse Effect. The Borrower and its ERISA Affiliates are in compliance in all material respects with ERISA, the Internal Revenue Code, and the rules and regulations promulgated thereunder, with respect to each Plan (as defined in the Existing Credit Agreement). The Borrower acknowledges and has disclosed to the Administrative Agent that the Acquisition involves the assumption by the Borrower of accrued paid time off ("PTO") liabilities of Lakewood in the aggregate amount of approximately One Million Three Hundred Forty Thousand Dollars ($1,340,000), which assumption is reflected in the pro forma financial statements delivered pursuant to Section 4.7 and does not constitute a Material Adverse Effect. No Pension Plan has an "accumulated funding deficiency" (as defined in Section 302 of ERISA or Section 412 of the Internal Revenue Code) or has applied for or obtained a waiver of the minimum funding requirements under Section 302 of ERISA.
5.10 Compliance with Healthcare Laws. The Borrower has obtained (or will obtain at or prior to the Amendment No. 3 Effective Date) all material healthcare permits, licenses, certifications, accreditations, and enrollments necessary to own, operate, and conduct the Acquired Business as currently conducted and as contemplated to be conducted following the consummation of the Acquisition, including, without limitation:
(a) New York Article 28 Operating Certificates issued by the NY DOH;
(b) Pennsylvania Facility Licenses issued by the PA DOH;
(c) CMS Medicare and Medicaid enrollment and certification (including all applicable CMS Certification Numbers as set forth in the Acquisition Agreement); and
(d) all other material federal, state, and local healthcare permits, licenses, and certifications required for the lawful operation of the Acquired Business.
The Borrower hereby discloses, and the Administrative Agent and the Incremental Term Loan Lenders acknowledge, the pendency of the Syracuse OIG Inquiry, as described in Section 4.19 of this Amendment. The Borrower represents that (i) the Syracuse OIG Inquiry relates to potential upcoding of evaluation and management services (CPT Code 99214) at the Syracuse facility of the Acquired Bus

AMENDMENT NO. 3 TO CREDIT AGREEMENT

THE INCREMENTAL TERM LOAN LENDERS PARTY HERETO

AMENDMENT NO. 3 TO CREDIT AGREEMENT

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