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CREDIT AGREEMENT

dated as of

[●], 2025

among

LUMINEX SYSTEMS HOLDINGS INC., a Delaware corporation, as Borrower,

ARDENT APEX HOLDINGS INC., a Delaware corporation, as Holdings,

THE LENDERS FROM TIME TO TIME PARTY HERETO,

and

STONEBRIDGE CREDIT PARTNERS LLC, as Administrative Agent and Collateral Agent

________________________________________

$1,400,000,000 SENIOR SECURED CREDIT FACILITY

consisting of

$1,200,000,000 Term Loan B Facility

and

$200,000,000 Revolving Credit Facility

________________________________________

Reference: Commitment Letter Ref. SC-2025-0312-AC dated March 8, 2025

DRAFT — FOR DISCUSSION PURPOSES ONLY — SUBJECT TO REVISION. This document is a draft and has been prepared for discussion purposes only. It does not constitute a commitment or an offer to provide financing on the terms described herein or on any other terms. This document is subject to revision and further negotiation and does not create any obligation on the part of any party. Distribution of this document is restricted to authorized recipients only.

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ARTICLE I — DEFINITIONS AND ACCOUNTING TERMS

Section 1.01 — Defined Terms

As used in this Agreement, the following terms shall have the meanings set forth below:

"ABR" means, for any day, a rate per annum equal to the greatest of (a) the Prime Rate in effect on such day, (b) the Federal Funds Effective Rate in effect on such day plus 0.50%, and (c) the Term SOFR Rate for a one-month tenor in effect on such day plus 1.00%; provided that if the ABR as so determined would be less than 1.00%, the ABR shall be deemed to be 1.00%. Any change in the ABR due to a change in the Prime Rate, the Federal Funds Effective Rate or the Term SOFR Rate shall be effective from and including the effective date of such change in the Prime Rate, the Federal Funds Effective Rate or the Term SOFR Rate, respectively.

"ABR Loan" means a Loan that bears interest based on the ABR.

"Acquisition" means any transaction or series of related transactions for the purpose of or resulting, directly or indirectly, in (a) the acquisition of all or substantially all of the assets of a Person, or of all or substantially all of any business or division of a Person, (b) the acquisition of in excess of 50% of the Equity Interests of any Person, or (c) the acquisition of another Person by a merger or consolidation or any other combination with such Person.

"Administrative Agent" means Stonebridge Credit Partners LLC, in its capacity as administrative agent under any of the Loan Documents, or any successor administrative agent appointed pursuant to Section 9.06 hereof. The initial Administrative Agent's address for notices and other communications is 600 Lexington Avenue, 20th Floor, New York, New York 10022, Attention: Nathan Ostrowski, Managing Director, Sponsor Finance.

"Administrative Agent's Office" means the office of the Administrative Agent specified in Section 10.02 hereof, or such other office as the Administrative Agent may from time to time designate in writing to the Borrower and the Lenders.

"Administrative Questionnaire" means an administrative questionnaire in a form supplied by the Administrative Agent.

"Affiliate" means, with respect to any Person, another Person that directly, or indirectly through one or more intermediaries, Controls or is Controlled by or is under common Control with the Person specified; provided that no individual shall be deemed to be an Affiliate of a Person solely by reason of his or her being a director, officer or employee of such Person.

"Aggregate Revolving Commitments" means, at any time, the aggregate amount of the Revolving Commitments of all Lenders at such time. As of the Closing Date, the Aggregate Revolving Commitments shall be Two Hundred Million Dollars ($200,000,000).

"Agreement" means this Credit Agreement, as the same may be amended, restated, supplemented or otherwise modified from time to time in accordance with the terms hereof.

"Anti-Corruption Laws" means all laws, rules, and regulations of any jurisdiction applicable to the Borrower or its Subsidiaries from time to time concerning or relating to bribery or corruption, including the United States Foreign Corrupt Practices Act of 1977, as amended, the UK Bribery Act 2010, as amended, and any similar laws, rules or regulations of any other applicable jurisdictions.

"Applicable Rate" means, (a) with respect to the Term Loan B, (i) for SOFR Loans, 4.75% per annum and (ii) for ABR Loans, 3.75% per annum, and (b) with respect to the Revolving Credit Facility, the applicable percentage per annum set forth below, as determined by reference to the Consolidated First Lien Net Leverage Ratio as of the most recently ended Test Period for which financial statements have been delivered pursuant to Section 5.01:

The Applicable Rate for the Revolving Credit Facility shall be adjusted, to the extent applicable, on the first Business Day following delivery of the Compliance Certificate and related financial statements for the most recently ended Test Period, and shall remain in effect until the next adjustment date. If the Borrower fails to deliver such financial statements or Compliance Certificate in a timely manner, Pricing Level III shall apply until the first Business Day following the date on which such financial statements and Compliance Certificate are delivered. On the Closing Date and until the first adjustment date, Pricing Level III shall apply.

"Approved Fund" means any Fund that is administered or managed by (a) a Lender, (b) an Affiliate of a Lender, or (c) an entity or an Affiliate of an entity that administers or manages a Lender.

"Assignment and Assumption" means an assignment and assumption agreement entered into by a Lender and an Eligible Assignee (with the consent of any party whose consent is required by Section 10.06), and accepted by the Administrative Agent, in substantially the form of Exhibit C hereto.

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

"Bail-In Legislation" means, with respect to any EEA Member Country implementing Article 55 of Directive 2014/59/EU of the European Parliament and of the Council of the European Union, the implementing law, regulation, rule or requirement for such EEA Member Country from time to time which is described in the EU Bail-In Legislation Schedule.

"Bankruptcy Code" means Title 11 of the United States Code, as amended from time to time.

"Base Rate Loan" has the same meaning as ABR Loan.

"Benchmark Replacement" means, with respect to any Benchmark Transition Event, the first alternative set forth in the order below that can be determined by the Administrative Agent for the applicable Benchmark Replacement Date: (a) the sum of (i) Term SOFR and (ii) the related Benchmark Replacement Adjustment; (b) the sum of (i) Daily Simple SOFR and (ii) the related Benchmark Replacement Adjustment; or (c) the sum of (i) the alternate benchmark rate that has been selected by the Administrative Agent and the Borrower as the replacement for the then-current Benchmark giving due consideration to (A) any selection or recommendation of a replacement benchmark rate or the mechanism for determining such a rate by the Relevant Governmental Body or (B) any evolving or then-prevailing market convention for determining a benchmark rate as a replacement for the then-current Benchmark for dollar-denominated syndicated credit facilities at such time, and (ii) the related Benchmark Replacement Adjustment.

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

"Benchmark Replacement Date" means the earliest to occur of the following events with respect to the then-current Benchmark: (a) in the case of clause (a) or (b) of the definition of "Benchmark Transition Event," the later of (i) the date of the public statement or publication of information referenced therein and (ii) the date on which the administrator of such Benchmark (or the published component used in the calculation thereof) permanently or indefinitely ceases to provide all available tenors of such Benchmark (or such component thereof); or (b) in the case of clause (c) of the definition of "Benchmark Transition Event," the first date of such public statement or publication of information.

"Benchmark Transition Event" means the occurrence of one or more of the following events with respect to the then-current Benchmark: (a) a public statement or publication of information by or on behalf of the administrator of such Benchmark (or the published component used in the calculation thereof) announcing that such administrator has ceased or will cease to provide all available tenors of such Benchmark (or such component thereof), permanently or indefinitely; provided that, at the time of such statement or publication, there is no successor administrator that will continue to provide any available tenor of such Benchmark (or such component thereof); (b) a public statement or publication of information by the regulatory supervisor for the administrator of such Benchmark (or the published component used in the calculation thereof), the Federal Reserve Board, the Federal Reserve Bank of New York, an insolvency official with jurisdiction over the administrator for such Benchmark (or such component), a resolution authority with jurisdiction over the administrator for such Benchmark (or such component) or a court or an entity with similar insolvency or resolution authority over the administrator for such Benchmark (or such component), which states that the administrator of such Benchmark (or such component) has ceased or will cease to provide all available tenors of such Benchmark (or such component thereof) permanently or indefinitely; provided that, at the time of such statement or publication, there is no successor administrator that will continue to provide any available tenor of such Benchmark (or such component thereof); or (c) a public statement or publication of information by the regulatory supervisor for the administrator of such Benchmark (or the published component used in the calculation thereof) announcing that all available tenors of such Benchmark (or such component thereof) are no longer, or as of a specified future date will no longer be, representative.

"Beneficial Ownership Certification" means a certification regarding beneficial ownership required by the Beneficial Ownership Regulation.

"Beneficial Ownership Regulation" means 31 C.F.R. § 1010.230.

"Board" means the Board of Governors of the Federal Reserve System of the United States of America.

"Borrower" means Luminex Systems Holdings Inc., a Delaware corporation (EIN: 86-2547193), with principal offices at 2100 Reston Gateway Drive, Suite 800, Reston, Virginia 20191, which is the surviving corporation following the reverse triangular merger of Ardent Apex Merger Sub Inc. with and into Luminex Systems Holdings Inc. consummated in accordance with the Agreement and Plan of Merger dated March 24, 2025, among Ardent Apex Holdings Inc., Ardent Apex Merger Sub Inc., and Luminex Systems Holdings Inc.

"Borrowing" means a borrowing consisting of simultaneous Loans of the same Class and Type and, in the case of SOFR Loans, having the same Interest Period made by each of the Lenders pursuant to Section 2.01, Section 2.02 or Section 2.04, as applicable.

"Borrowing Request" means a request by the Borrower for a Borrowing in accordance with Section 2.03, which shall be in substantially the form of Exhibit A hereto, or any other form approved by the Administrative Agent (including any form on an electronic platform or electronic transmission system as approved by the Administrative Agent), appropriately completed and signed by a Responsible Officer of the Borrower.

"Business Day" means any day other than a Saturday, a Sunday or a day on which commercial banking institutions in New York, New York are authorized or required by law to remain closed; provided that when used in connection with a SOFR Loan, the term "Business Day" shall also exclude any day that is not a U.S. Government Securities Business Day.

"Capital Expenditures" means, for any period, the aggregate of all expenditures (whether paid in cash or accrued as a liability) by the Borrower and its Subsidiaries during such period that, in conformity with GAAP, are or should be included in "additions to property, plant or equipment" or similar items reflected in the consolidated statement of cash flows of the Borrower and its Subsidiaries for such period, but excluding (a) expenditures to the extent financed with the proceeds of an equity issuance or capital contribution (other than from the Borrower or any Subsidiary) and (b) expenditures constituting Permitted Acquisitions.

"Capital Lease Obligations" means, as to any Person, the obligations of such Person to pay rent or other amounts under a lease of (or other agreement conveying the right to use) real or personal property that is required to be classified and accounted for as a finance lease or a capital lease on a balance sheet of such Person under GAAP; provided that for all purposes hereunder, the amount of such obligations shall be the capitalized amount thereof, determined in accordance with GAAP.

"Cash Dominion Event" means the occurrence and continuance of (a) a Specified Event of Default (as defined below), or (b) availability under the Revolving Credit Facility falling below the greater of (i) 12.5% of the Aggregate Revolving Commitments (i.e., $25,000,000) and (ii) such lesser amount as may be reasonably agreed between the Borrower and the Administrative Agent. A "Specified Event of Default" means an Event of Default under Section 8.01(a), Section 8.01(b), Section 8.01(c), Section 8.01(h), or Section 8.01(j). A Cash Dominion Event shall cease to exist when the condition giving rise thereto has been cured or waived in accordance with the terms of this Agreement.

"Cash Equivalents" means (a) direct obligations of, or obligations the principal of and interest on which are unconditionally guaranteed by, the United States of America (or by any agency thereof to the extent such obligations are backed by the full faith and credit of the United States), in each case maturing within one year from the date of acquisition; (b) investments in commercial paper maturing within 270 days from the date of acquisition and having, at such date of acquisition, the highest credit rating obtainable from S&P or from Moody's; (c) investments in certificates of deposit, banker's acceptances and time deposits maturing within 180 days from the date of acquisition issued or guaranteed by or placed with, and money market deposit accounts issued or offered by, any domestic office of any commercial bank organized under the laws of the United States of America or any state thereof that has a combined capital and surplus and undivided profits of not less than $500,000,000; (d) fully collateralized repurchase agreements with a term of not more than 30 days for securities described in clause (a) above and entered into with a financial institution satisfying the criteria of clause (c) above; and (e) money market funds that (i) comply with the criteria set forth in Rule 2a-7 under the Investment Company Act of 1940, as amended, (ii) are rated AAA by S&P or Aaa by Moody's, and (iii) have portfolio assets of not less than $5,000,000,000.

"CFIUS" means the Committee on Foreign Investment in the United States.

"Change of Control" means the occurrence of any of the following: (a) Ardent Capital Partners III LP and its Permitted Holders shall, at any time, cease to own, directly or indirectly, in the aggregate, more than 50% of the total voting power of all outstanding Equity Interests of Holdings entitled to vote generally in the election of the board of directors (or equivalent governing body) of Holdings; (b) Holdings shall at any time cease to own, directly, 100% of the Equity Interests of the Borrower (other than directors' qualifying shares and other nominal amounts of Equity Interests required to be held by other Persons under applicable law); or (c) a "change of control" (or any analogous event, however denominated) shall occur under the Subordinated Note Purchase Agreement with Crestline Mezzanine Partners II LP, as in effect on the Closing Date (or as amended in accordance with Section 6.12).

"Class" means, when used in reference to (a) any Loan or Borrowing, whether such Loan or the Loans comprising such Borrowing are Term Loans B or Revolving Loans, and (b) any Commitment, whether such Commitment is a Term Loan B Commitment or a Revolving Commitment.

"Closing Date" means the date on which the conditions precedent set forth in Section 3.01 are satisfied (or waived in accordance with Section 10.01) and the initial funding of the Term Loan B occurs. The target Closing Date is during the third quarter of calendar year 2025 (July through August 2025).

"Co-Lenders" means (a) Birchwood Capital Finance LLC, with an initial Term Loan B Commitment of Three Hundred Fifty Million Dollars ($350,000,000), whose address for notices and other communications is 100 Federal Street, 28th Floor, Boston, Massachusetts 02110, Attention: Diane Pritchard, Director, and (b) Ironvale Credit Fund III LP, with an initial Term Loan B Commitment of Two Hundred Fifty Million Dollars ($250,000,000), whose address for notices and other communications is 9 West 57th Street, Suite 3100, New York, New York 10019, Attention: Robert Tannenbaum, Partner.

"Collateral" means all of the "Collateral" as defined in the Guarantee and Collateral Agreement and shall include a first-priority lien on substantially all assets of the Borrower and the Domestic Subsidiaries (including accounts, chattel paper, commercial tort claims, deposit accounts, equipment, general intangibles, instruments, intellectual property, inventory, investment property, letter of credit rights, and supporting obligations), together with a pledge of 65% of the outstanding Equity Interests in each first-tier Foreign Subsidiary, subject to the exclusions set forth in the Guarantee and Collateral Agreement.

"Collateral Agent" means Stonebridge Credit Partners LLC, in its capacity as collateral agent under the Guarantee and Collateral Agreement and the other Loan Documents, or any successor collateral agent appointed pursuant to Section 9.06 hereof.

"Commitment Fee" has the meaning specified in Section 2.08(a).

"Commitment Letter" means the commitment letter dated March 8, 2025, Ref. SC-2025-0312-AC, between Stonebridge Credit Partners LLC and Ardent Capital Partners III LP (as may have been amended, supplemented, or otherwise modified prior to the Closing Date).

"Compliance Certificate" means a certificate substantially in the form of Exhibit B hereto.

"Consolidated EBITDA" means, for any period, Consolidated Net Income of the Borrower and its Subsidiaries for such period, plus, without duplication and to the extent deducted (and not added back) in determining Consolidated Net Income for such period, the sum of (a) consolidated interest expense, (b) provision for Federal, state, local and foreign income taxes, (c) depreciation expense, (d) amortization expense (including amortization of goodwill and other intangible assets), (e) non-cash stock-based compensation expense, (f) Transaction Expenses (to the extent incurred within 24 months of the Closing Date), (g) restructuring charges and business optimization expenses (capped at the greater of $15,000,000 and 12.5% of Consolidated EBITDA for the applicable period, calculated before giving effect to such add-back), (h) management, monitoring, consulting and advisory fees paid to Ardent Capital Partners III LP or its Affiliates (to the extent permitted under Section 6.07), (i) fees and expenses related to Permitted Acquisitions (whether or not consummated), (j) run-rate cost savings, operating expense reductions and synergies projected by the Borrower in good faith to be realized within 24 months of the action taken to achieve such savings, reductions or synergies (capped at 25% of Consolidated EBITDA for the applicable Test Period, calculated before giving effect to any such add-back, and provided that such cost savings are reasonably identifiable, factually supportable and expected to be realized within 24 months), (k) losses from the early extinguishment or conversion of Indebtedness, (l) any other non-cash charges reducing Consolidated Net Income for such period (excluding any such non-cash charge to the extent that it represents an accrual of or reserve for cash charges in any future period or amortization of a prepaid cash charge that was paid in a prior period), and (m) any extraordinary, unusual or non-recurring charges, expenses or losses (including, without limitation, litigation settlements and related legal costs), minus, without duplication and to the extent included in determining Consolidated Net Income for such period, the sum of (i) any extraordinary, unusual or non-recurring income or gains and (ii) non-cash items increasing Consolidated Net Income for such period (excluding any such non-cash item to the extent it represents the reversal of an accrual of, or cash reserve for, anticipated cash charges that were deducted in computing Consolidated EBITDA in a prior period or will result in the receipt of cash in any future period).

"Consolidated First Lien Net Debt" means, at any date of determination, (a) the aggregate outstanding principal amount of all Indebtedness of the Borrower and its Subsidiaries that is secured by a first-priority Lien on the Collateral, minus (b) the lesser of (i) unrestricted cash and Cash Equivalents of the Borrower and its Domestic Subsidiaries that would be reflected on a consolidated balance sheet of the Borrower as of such date, and (ii) Seventy-Five Million Dollars ($75,000,000).

"Consolidated First Lien Net Leverage Ratio" means, as of the last day of any Test Period, the ratio of (a) Consolidated First Lien Net Debt as of the last day of such Test Period to (b) Consolidated EBITDA for such Test Period.

"Consolidated Net Income" means, for any period, the net income (or net loss) of the Borrower and its Subsidiaries for such period determined on a consolidated basis in accordance with GAAP; provided that there shall be excluded (a) the net income (or net loss) of any Person acquired in a pooling-of-interests transaction for any period prior to the date of such acquisition, (b) the net income of any Subsidiary to the extent that the declaration or payment of dividends or similar distributions by that Subsidiary of that net income is not at the date of determination permitted without any prior governmental approval (that has not been obtained) or, directly or indirectly, by operation of the terms of its charter or any agreement, instrument, judgment, decree, order, statute, rule or governmental regulation applicable to that Subsidiary, except that the Borrower's equity in a net loss of any such Subsidiary for such period shall be included, and (c) the net income (or net loss) of any Unrestricted Subsidiary.

"Control" means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ability to exercise voting power, by contract or otherwise. "Controlling" and "Controlled" have meanings correlative thereto.

"Default" means any event or condition that constitutes an Event of Default or that, with the giving of any notice, the passage of time, or both, would be an Event of Default.

"Default Rate" means an interest rate equal to (a) the Base Rate plus the Applicable Rate plus 2.00% per annum (or, in the case of any SOFR Loan, the SOFR plus the Applicable Rate plus 2.00% per annum), or (b) in the case of any other amount not paid when due, the rate set forth in clause (a) above.

"Disqualified Lenders" means those Persons listed on Schedule 10.06, which shall include competitors of the Borrower and its Subsidiaries and their respective Affiliates, in each case as identified by the Borrower and updated from time to time (but not retroactively) by the Borrower by notice to the Administrative Agent.

"Dollars" and "$" means lawful money of the United States of America.

"Domestic Subsidiary" means any Subsidiary of the Borrower organized under the laws of any state of the United States of America or the District of Columbia. As of the Closing Date, the Domestic Subsidiaries include Luminex Systems Inc., a corporation organized under the laws of the State of Delaware.

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

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

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

"Eligible Assignee" means any Person that meets the requirements to be an assignee under Section 10.06(b)(iii), (v) and (vi) (subject to such consents, if any, as may be required under Section 10.06(b)(iii)).

"Environmental Laws" means all laws, rules, regulations, codes, ordinances, orders, decrees, judgments, injunctions, notices or binding agreements issued, promulgated or entered into by any Governmental Authority, relating in any way to the environment, preservation or reclamation of natural resources, the management, release or threatened release of any Hazardous Material or to health and safety matters.

"Equity Interests" means all shares of capital stock (whether denominated as common stock or preferred stock), equity interests, beneficial, partnership or membership interests, joint venture interests, participations or other ownership or profit interests in or equivalents (regardless of how designated) of or in a Person (whether a corporation, partnership, limited liability company or other entity), and any and all warrants, options, convertible or exchangeable securities, rights, or other instruments conveying the right to acquire any of the foregoing.

"ERISA" means the Employee Retirement Income Security Act of 1974, as amended from time to time.

"ERISA Affiliate" means any trade or business (whether or not incorporated) under common control with the Borrower within the meaning of Section 414(b), (c), (m) or (o) of the Internal Revenue Code.

"ERISA Event" means (a) a Reportable Event with respect to a Pension Plan, (b) the withdrawal of the Borrower or any ERISA Affiliate from a Pension Plan subject to Section 4063 of ERISA during a plan year in which such entity was a "substantial employer" as defined in Section 4001(a)(2) of ERISA or a cessation of operations that is treated as such a withdrawal under Section 4062(e) of ERISA, (c) a complete or partial withdrawal by the Borrower or any ERISA Affiliate from a Multiemployer Plan, (d) the filing of a notice of intent to terminate, the treatment of a Pension Plan amendment as a termination under Section 4041 or 4041A of ERISA, or the commencement of proceedings by the PBGC to terminate a Pension Plan or Multiemployer Plan, (e) an event or condition which constitutes grounds under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Pension Plan or Multiemployer Plan, (f) the determination that any Pension Plan or Multiemployer Plan is considered an at-risk plan or a plan in endangered or critical status within the meaning of Sections 430, 431 and 432 of the Internal Revenue Code or Sections 303, 304 and 305 of ERISA, or (g) the imposition of any liability under Title IV of ERISA, other than for PBGC premiums due but not delinquent under Section 4007 of ERISA, upon the Borrower or any ERISA Affiliate.

"Event of Default" has the meaning specified in Section 8.01.

"Excess Cash Flow" means, for any fiscal year of the Borrower, (a) Consolidated EBITDA for such fiscal year, minus (b) the sum, without duplication, of (i) the aggregate amount of scheduled amortization payments actually made during such fiscal year in respect of the Term Loan B, (ii) Capital Expenditures made during such fiscal year (to the extent not financed with the proceeds of long-term Indebtedness (other than revolving Indebtedness)), (iii) cash taxes paid during such fiscal year, (iv) cash interest expense paid during such fiscal year, (v) the aggregate amount of all Permitted Acquisitions consummated during such fiscal year (to the extent financed with internally generated cash), (vi) any increase in Net Working Capital for such fiscal year over the Net Working Capital for the immediately preceding fiscal year (or, minus, any decrease in Net Working Capital for such fiscal year below the Net Working Capital for the immediately preceding fiscal year), (vii) voluntary prepayments of the Term Loan B made during such fiscal year (to the extent not funded with the proceeds of long-term Indebtedness (other than revolving Indebtedness) or equity), and (viii) any cash restructuring charges or business optimization expenses paid during such fiscal year.

"Excluded Subsidiary" means (a) each Foreign Subsidiary, including Luminex Systems AG (Canton of Glenrock Assurance, Switzerland), Luminex Systems UK Ltd. (England and Wales), Luminex Systems GmbH (Munich, Germany), and Luminex Systems Pte. Ltd. (Singapore), (b) any Immaterial Subsidiary, (c) any Unrestricted Subsidiary, (d) any Subsidiary that is prohibited by applicable law, regulation or contractual obligation existing on the Closing Date (or, with respect to any Subsidiary acquired after the Closing Date, any contractual obligation existing at the time of such acquisition, so long as such contractual obligation was not incurred in contemplation of such acquisition) from guaranteeing the Obligations, (e) any Subsidiary to the extent that a guarantee by such Subsidiary would result in material adverse tax consequences to the Borrower or its Subsidiaries as reasonably determined by the Borrower, and (f) any other Subsidiary agreed to be excluded by the Administrative Agent in its reasonable discretion.

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

"FCPA" means the United States Foreign Corrupt Practices Act of 1977, as amended.

"Federal Funds Effective Rate" means, for any day, the rate calculated by the Federal Reserve Bank of New York based on such day's federal funds transactions by depositary institutions (as determined in such manner as the Federal Reserve Bank of New York shall set forth on its public website from time to time) and published on the next succeeding Business Day by the Federal Reserve Bank of New York as the federal funds effective rate.

"Fee Letter" means the Fee Letter dated March 8, 2025, among the Borrower (or its predecessor in interest), the Administrative Agent and the other parties thereto.

"Financial Covenant" means the Maximum Consolidated First Lien Net Leverage Ratio covenant set forth in Section 7.01.

"First Lien Net Leverage Ratio" means the Consolidated First Lien Net Leverage Ratio. The maximum First Lien Net Leverage Ratio permitted under Section 7.01 is 6.50 to 1.00 (subject to the springing covenant trigger set forth therein).

"Foreign Subsidiary" means any Subsidiary of the Borrower that is not a Domestic Subsidiary. As of the Closing Date, the Foreign Subsidiaries include (a) Luminex Systems AG, an Aktiengesellschaft organized under the laws of Switzerland (Canton of Glenrock Assurance), company identification number CHE-284.391.057, (b) Luminex Systems UK Ltd., a private limited company organized under the laws of England and Wales, company number 12847362, (c) Luminex Systems GmbH, a Gesellschaft mit beschränkter Haftung organized under the laws of the Federal Republic of Germany (registered with the commercial register of the local court of Munich under HRB 247891), and (d) Luminex Systems Pte. Ltd., a private limited company organized under the laws of the Republic of Singapore, Unique Entity Number 201924781K.

"Fund" means any Person (other than a natural person) that is (or will be) engaged in making, purchasing, holding or otherwise investing in commercial loans and similar extensions of credit in the ordinary course of its activities.

"GAAP" means generally accepted accounting principles in the United States of America as in effect from time to time, subject to Section 1.03.

"Governmental Authority" means the government of the United States of America or any other nation, or of any political subdivision thereof, whether state or local, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government (including any supra-national bodies such as the European Union or the European Central Bank).

"Guarantee" means, as to any Person, (a) any obligation, contingent or otherwise, of such Person guaranteeing or having the economic effect of guaranteeing any Indebtedness or other obligation payable or performable by another Person (the "primary obligor") in any manner, whether directly or indirectly, and including any obligation of such Person, direct or indirect, (i) to purchase or pay (or advance or supply funds for the purchase or payment of) such Indebtedness or other obligation, (ii) to purchase or lease property, securities or services for the purpose of assuring the obligee in respect of such Indebtedness or other obligation of the payment or performance thereof, (iii) to maintain working capital, equity capital or any other financial statement condition or liquidity or level of income or cash flow of the primary obligor so as to enable the primary obligor to pay such Indebtedness or other obligation, or (iv) entered into for the purpose of assuring in any other manner the obligee in respect of such Indebtedness or other obligation of the payment or performance thereof or to protect such obligee against loss in respect thereof (in whole or in part), or (b) any Lien on any assets of such Person securing any Indebtedness or other obligation of any other Person, whether or not such Indebtedness or other obligation is assumed by such Person.

"Guarantee and Collateral Agreement" means the Guarantee and Collateral Agreement, dated as of the Closing Date, among Holdings, the Borrower, each Subsidiary Guarantor, and the Collateral Agent, for the benefit of the Secured Parties, as the same may be amended, restated, supplemented or otherwise modified from time to time.

"Holdings" means Ardent Apex Holdings Inc., a Delaware corporation (EIN: 93-2178435), incorporated on March 5, 2025, with its registered agent being National Registered Agents of Delaware, Inc., 160 Greentree Drive, Suite 101, Dover, Delaware 19904. Holdings is the direct parent of the Borrower and, as of the Closing Date, a wholly owned subsidiary of Ardent Capital Partners III LP. The address of Holdings for purposes of notices under this Agreement is c/o Ardent Capital Partners III LP, 399 Park Avenue, 42nd Floor, New York, New York 10022.

"HSR Act" means the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended.

"Immaterial Subsidiary" means any Subsidiary that, as of the most recently ended Test Period, (a) had total assets of less than 2.5% of the consolidated total assets of the Borrower and its Subsidiaries and (b) had revenues of less than 2.5% of the consolidated revenues of the Borrower and its Subsidiaries; provided that the aggregate total assets and aggregate revenues of all Immaterial Subsidiaries, taken as a whole, shall not exceed 5.0% of the consolidated total assets or consolidated revenues, respectively, of the Borrower and its Subsidiaries.

"Indebtedness" means, as to any Person at a particular time, without duplication, all of the following, whether or not included as indebtedness or liabilities in accordance with GAAP: (a) all obligations for borrowed money and all obligations evidenced by bonds, debentures, notes, loan agreements or other similar instruments, (b) the maximum amount of all direct or contingent obligations arising under letters of credit, bankers' acceptances and similar instruments, (c) all obligations to pay the deferred purchase price of property or services (other than trade accounts payable in the ordinary course of business), (d) all Capital Lease Obligations, (e) all obligations to purchase, redeem, retire, defease or otherwise make any payment in respect of any Equity Interest or any other obligation classified as equity in accordance with GAAP, to the extent such obligation is mandatorily redeemable or requires mandatory payments, (f) all Guarantees with respect to outstanding Indebtedness of the types specified in clauses (a) through (e) above of any other Person, and (g) all Indebtedness of the types referred to in clauses (a) through (f) above of any partnership or joint venture (other than a joint venture that is itself a corporation or limited liability company) in which such Person is a general partner or joint venturer, unless such Indebtedness is expressly made non-recourse to such Person.

"Incremental Facility" has the meaning specified in Section 2.20.

"intellectual Property" means all intellectual property rights and related intangible assets, including all (a) patents, patent applications, inventions, and improvements thereto, (b) trademarks, service marks, trade dress, logos, trade names, domain names and registrations and applications for registration thereof together with all goodwill associated therewith, (c) copyrights and registrations and applications for registration thereof, (d) computer software (including data and related documentation), (e) trade secrets and other confidential or proprietary information, and (f) licenses and sublicenses granted or obtained with respect to any of the foregoing.

"Intercreditor Agreement" means the Intercreditor Agreement, dated as of the Closing Date, between Stonebridge Credit Partners LLC, in its capacity as the Senior Representative for the Senior Secured Parties, and Crestline Mezzanine Partners II LP, in its capacity as the Subordinated Representative for the holders of the Subordinated Indebtedness, as the same may be amended, restated, supplemented or otherwise modified from time to time in accordance with Section 6.12.

"Interest Payment Date" means (a) as to any SOFR Loan, the last day of each Interest Period applicable to such Loan and, in the case of a SOFR Borrowing with an Interest Period of more than three months' duration, each day prior to the last day of such Interest Period that occurs at intervals of three months' duration after the first day of such Interest Period, and the applicable maturity date, and (b) as to any ABR Loan, the last Business Day of each March, June, September and December and the applicable maturity date.

"Interest Period" means, as to each SOFR Loan, the period commencing on the date such SOFR Loan is disbursed or converted to or continued as a SOFR Loan and ending on the date that is one, three or six months thereafter (or, if available to all Lenders, twelve months thereafter), as selected by the Borrower in its Borrowing Request or interest election request, as the case may be; provided that (a) any Interest Period that would otherwise end on a day that is not a Business Day shall be extended to the next succeeding Business Day unless such Business Day falls in another calendar month, in which case such Interest Period shall end on the next preceding Business Day, (b) any Interest Period that begins on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the calendar month at the end of such Interest Period) shall end on the last Business Day of the calendar month at the end of such Interest Period, and (c) no Interest Period shall extend beyond the applicable maturity date.

"Internal Revenue Code" means the Internal Revenue Code of 1986, as amended from time to time.

"Investment Company Act" means the Investment Company Act of 1940, as amended.

"L/C Issuer" means Stonebridge Credit Partners LLC, in its capacity as issuer of Letters of Credit hereunder, and any successor issuer of Letters of Credit.

"Lenders" means (a) the Persons listed on Schedule 1.01(a) hereto as having Term Loan B Commitments, Revolving Commitments, or both, (b) any Person that becomes a "Lender" hereunder pursuant to an Assignment and Assumption, and (c) unless the context otherwise requires, the Swingline Lender. As of the Closing Date, the Lenders are Stonebridge Credit Partners LLC, Birchwood Capital Finance LLC, and Ironvale Credit Fund III LP.

"Letter of Credit" means any standby or commercial letter of credit issued by the L/C Issuer pursuant to Section 2.05.

"Letter of Credit Sublimit" means Twenty-Five Million Dollars ($25,000,000). The Letter of Credit Sublimit is part of, and not in addition to, the Aggregate Revolving Commitments.

"Lien" means any mortgage, pledge, hypothecation, assignment, deposit arrangement, encumbrance, lien (statutory or other), charge, or preference, priority or other security interest or preferential arrangement in the nature of a security interest of any kind or nature whatsoever (including any conditional sale or other title retention agreement, any easement, right of way or other encumbrance on title to real property, and any financing lease having substantially the same economic effect as any of the foregoing).

"Loan Documents" means, collectively, (a) this Agreement, (b) the Notes, (c) the Guarantee and Collateral Agreement, (d) the Intercreditor Agreement, (e) the Fee Letter, (f) each Borrowing Request, (g) each Compliance Certificate, (h) each Letter of Credit application, (i) each Joinder Agreement, (j) each Incremental Facility Amendment, (k) each Assignment and Assumption, and (l) all other agreements, instruments, documents and certificates identified in Section 3.01 hereof or executed and delivered to, or in favor of, the Administrative Agent or any Lender and including all other pledges, powers of attorney, consents, assignments, contracts, notices, letter of credit agreements and all other written matter whether heretofore, now or hereafter executed by or on behalf of any Loan Party, or any employee of any Loan Party, and delivered to the Administrative Agent or any Lender in connection with this Agreement or the Transactions.

"Loan Parties" means, collectively, the Borrower, Holdings, and each Subsidiary Guarantor.

"Material Adverse Effect" means (a) a material adverse change in, or material adverse effect on, the business, operations, assets, liabilities (actual or contingent), or financial condition of the Borrower and its Subsidiaries taken as a whole, (b) a material impairment of the rights and remedies of the Administrative Agent or any Lender under any Loan Document, or (c) a material adverse effect upon the legality, validity, binding effect or enforceability against any Loan Party of any Loan Document to which such Loan Party is a party.

"Merger" means the reverse triangular merger of Ardent Apex Merger Sub Inc. with and into Luminex Systems Holdings Inc., with Luminex Systems Holdings Inc. surviving as a wholly owned subsidiary of Ardent Apex Holdings Inc., consummated pursuant to the Merger Agreement.

"Merger Agreement" means the Agreement and Plan of Merger, dated as of March 24, 2025, among Ardent Apex Holdings Inc., Ardent Apex Merger Sub Inc., and Luminex Systems Holdings Inc., as the same may be amended, supplemented or otherwise modified from time to time (subject to the limitations set forth in Section 3.01(b)).

"Merger Sub" means Ardent Apex Merger Sub Inc., a Delaware corporation (EIN: 93-2178502), incorporated on March 7, 2025, formed solely to effect the reverse triangular merger contemplated by the Merger Agreement.

"Moody's" means Moody's Investors Service, Inc. and any successor thereto.

"Net Cash Proceeds" means (a) with respect to any Disposition or Casualty Event, the cash and Cash Equivalents received in connection therewith (including any cash or Cash Equivalents received by way of deferred payment pursuant to, or by monetization of, a note receivable or otherwise, but only as and when so received), net of (i) the direct costs relating to such Disposition or Casualty Event, including legal, accounting and investment banking fees, and brokerage and sales commissions, (ii) taxes paid or reasonably estimated to be payable in connection therewith, and (iii) amounts required to be applied to repay any Indebtedness secured by a Lien on the asset subject to such Disposition or Casualty Event (other than Indebtedness under the Loan Documents), and (b) with respect to any issuance or incurrence of Indebtedness, the cash proceeds received therefrom, net of all taxes and customary fees, commissions, costs and other expenses incurred in connection therewith.

"Net Working Capital" means, as of any date of determination, the excess of (a) current assets of the Borrower and its Subsidiaries (excluding cash and Cash Equivalents) over (b) current liabilities of the Borrower and its Subsidiaries (excluding the current portion of long-term Indebtedness), in each case determined in accordance with GAAP and consistent with the definition of "Net Working Capital" set forth in the Merger Agreement. The target Net Working Capital at closing is $48,500,000, with a collar of plus or minus $2,500,000 (i.e., $46,000,000 to $51,000,000).

"Notes" means the Term Loan B Notes and the Revolving Loan Notes, collectively.

"Obligations" means all advances to, and debts, liabilities, obligations, covenants and duties of, any Loan Party arising under any Loan Document or otherwise with respect to any Loan or Letter of Credit, whether direct or indirect (including those acquired by assumption), absolute or contingent, due or to become due, now existing or hereafter arising and including interest and fees that accrue after the commencement by or against any Loan Party of any proceeding under any Debtor Relief Laws naming such Loan Party as the debtor in such proceeding, regardless of whether such interest and fees are allowed claims in such proceeding.

"OFAC" means the Office of Foreign Assets Control of the United States Department of the Treasury.

"OID" means the original issue discount applicable to the Term Loan B, which is 1.00% of the aggregate principal amount of the Term Loan B, being Twelve Million Dollars ($12,000,000). The net funded amount to the Borrower in respect of the Term Loan B, after giving effect to the OID, is One Billion One Hundred Eighty-Eight Million Dollars ($1,188,000,000).

"Patriot Act" means the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (Title III of Pub. L. 107-56 (signed into law October 26, 2001)), as amended from time to time.

"Pension Plan" means any "employee pension benefit plan" (as such term is defined in Section 3(2) of ERISA), other than a Multiemployer Plan, that is subject to Title IV of ERISA and is sponsored or maintained by the Borrower or any ERISA Affiliate or to which the Borrower or any ERISA Affiliate contributes or has an obligation to contribute.

"Permitted Acquisition" means any Acquisition by the Borrower or any Subsidiary; provided that (a) no Default or Event of Default shall have occurred and be continuing at the time of such Acquisition or would result therefrom, (b) the line of business of the Person or assets being acquired shall be substantially similar, related, complementary or ancillary to the business of the Borrower and its Subsidiaries as conducted on the Closing Date, (c) after giving pro forma effect to such Acquisition, the Borrower shall be in compliance with the Financial Covenant (if then applicable) and the Consolidated First Lien Net Leverage Ratio shall not exceed the then-applicable maximum ratio, (d) the Borrower shall have delivered to the Administrative Agent a Compliance Certificate demonstrating such pro forma compliance, and (e) the acquired Person or assets shall become subject to the Lien of the Guarantee and Collateral Agreement within the time periods specified in Section 5.11.

"Permitted Dispositions" means Dispositions permitted under Section 6.04, including (a) sales of inventory and obsolete or worn-out equipment in the ordinary course of business, (b) intercompany transfers among Loan Parties, (c) sales or other Dispositions of assets for fair market value not exceeding $10,000,000 individually or $25,000,000 in the aggregate per fiscal year (net of the threshold amounts requiring mandatory prepayment), and (d) other customary exceptions.

"Permitted Holders" means, collectively, (a) Ardent Capital Partners III LP, (b) Ardent Capital GP III LLC, (c) Theodore Hargrove, (d) Victoria Langford, (e) any fund, vehicle or account managed or advised by any of the foregoing or their Affiliates (including any successor fund), (f) management rollover participants, including Dr. Stefan Kessler, Annelise Gruber, and Dr. Markus Vogt, and (g) co-investors Northvale Sovereign Holdings Ltd. and Summit Ridge Capital Partners LP.

"Permitted Indebtedness" means Indebtedness permitted to be incurred pursuant to Section 6.01.

"Permitted Investments" means investments permitted pursuant to Section 6.06.

"Permitted Liens" means Liens permitted pursuant to Section 6.02.

"Person" means any natural person, corporation, limited liability company, trust, joint venture, association, company, partnership, Governmental Authority or other entity.

"Prime Rate" means the rate of interest per annum last quoted by The Wall Street Journal as the "Prime Rate" in the United States or, if The Wall Street Journal ceases to quote such rate, the highest per annum interest rate published by the Board in Federal Reserve Statistical Release H.15 (519) (Selected Interest Rates) as the "bank prime loan" rate or, if such rate is no longer so published, any similar rate published by the Board.

"Pro Forma Basis" means, with respect to compliance with any test or covenant hereunder, that all Specified Transactions (and the following transactions in connection therewith) that have been made during the applicable period of measurement or subsequent to such period and prior to or simultaneously with the event for which the calculation is being made shall be calculated on a pro forma basis assuming that all such Specified Transactions had occurred on the first day of the applicable period of measurement. If any Indebtedness bears a floating rate of interest and is being given pro forma effect, the interest on such Indebtedness shall be calculated as if the rate in effect on the date of determination had been the applicable rate for the entire period (taking into account any interest hedging arrangements applicable to such Indebtedness).

"Register" has the meaning specified in Section 10.06(c).

"Regulation U" means Regulation U of the Board, as in effect from time to time and all official rulings and interpretations thereunder or thereof.

"Related Parties" means, with respect to any Person, such Person's Affiliates and the partners, directors, officers, employees, agents, trustees, administrators, managers, advisors and representatives of such Person and of such Person's Affiliates.

"Relevant Governmental Body" means the Board and/or the Federal Reserve Bank of New York, or a committee officially endorsed or convened by the Board and/or the Federal Reserve Bank of New York, or any successor thereto.

"Required Lenders" means, as of any date of determination, Lenders holding more than 50% of the sum of (a) the aggregate outstanding principal amount of the Term Loan B and (b) the aggregate Revolving Commitments (or, after the termination of the Revolving Commitments, the aggregate outstanding principal amount of Revolving Loans plus the aggregate undrawn face amount of outstanding Letters of Credit plus the aggregate outstanding principal amount of Swingline Loans).

"Responsible Officer" means the chief executive officer, chief financial officer, president, executive vice president, senior vice president, vice president, treasurer, assistant treasurer, secretary, assistant secretary or controller of a Loan Party, and solely for purposes of the delivery of incumbency certificates pursuant to Section 3.01, the secretary or any assistant secretary of a Loan Party, and solely for purposes of notices given pursuant to Article II, any other officer or employee of the applicable Loan Party so designated by any of the foregoing officers in a notice to the Administrative Agent.

"Revolving Commitment" means, as to each Lender, its obligation to make Revolving Loans and to acquire participations in Letters of Credit and Swingline Loans hereunder, in an aggregate principal amount not to exceed the amount set forth opposite such Lender's name on Schedule 1.01(a) or in the Assignment and Assumption pursuant to which such Lender becomes a party hereto, as applicable, as such amount may be adjusted from time to time in accordance with this Agreement.

"Revolving Credit Facility" means the revolving credit facility provided pursuant to Section 2.02, in an aggregate principal amount of up to Two Hundred Million Dollars ($200,000,000).

"Revolving Credit Maturity Date" means the date that is five (5) years after the Closing Date; provided that if such date is not a Business Day, the Revolving Credit Maturity Date shall be the immediately preceding Business Day.

"Revolving Loan" means a Loan made pursuant to Section 2.02.

"S&P" means Standard & Pelvoran Financial Services LLC, a subsidiary of S&P Global Inc., and any successor thereto.

"Sanctions" means all economic or financial sanctions or trade embargoes imposed, administered or enforced from time to time by the U.S. government (including those administered by OFAC or the U.S. Department of State), the United Nations Security Council, the European Union, Her Majesty's Treasury of the United Kingdom, the Swiss State Secretariat for Economic Affairs, or any other relevant sanctions authority.

"Secured Parties" means the Administrative Agent, the Collateral Agent, the Lenders, the L/C Issuer, the Swingline Lender, each co-agent or sub-agent appointed by the Administrative Agent from time to time pursuant to Section 9.05, and any other holder of Obligations.

"SOFR" means a rate equal to the secured overnight financing rate as administered by the SOFR Administrator.

"SOFR Administrator" means the Federal Reserve Bank of New York (or a successor administrator of the secured overnight financing rate).

"SOFR Floor" means a rate of 0.00% per annum (no floor). [Note: SOFR floor level to be confirmed in final negotiation.]

"SOFR Loan" means a Loan that bears interest at a rate based on the Adjusted Term SOFR Rate.

"Solvent" means, with respect to the Borrower and its Subsidiaries on a consolidated basis, that as of the date of determination, both (a) (i) the sum of the debts and liabilities (including contingent liabilities) of the Borrower and its Subsidiaries, taken as a whole, does not exceed the present fair saleable value of the assets of the Borrower and its Subsidiaries, taken as a whole, (ii) the capital of the Borrower and its Subsidiaries, taken as a whole, is not unreasonably small in relation to the business of the Borrower and its Subsidiaries, taken as a whole, contemplated as of such date, and (iii) the Borrower and its Subsidiaries, taken as a whole, do not intend to incur, or believe (nor should they reasonably believe) that they will incur, debts or liabilities beyond their ability to pay such debts and liabilities as they become due (whether at maturity or otherwise), and (b) the Borrower and its Subsidiaries, taken as a whole, are "solvent" within the meaning given that term and similar terms under applicable laws relating to fraudulent transfers and conveyances.

"Specified Merger Agreement Representations" means such of the representations and warranties made by the Target (Luminex Systems Holdings Inc.) in the Merger Agreement as are material to the interests of the Lenders, but only to the extent that the Borrower (or its Affiliates) has the right (taking into account any applicable cure provisions) to decline to consummate the transactions under the Merger Agreement as a result of a breach of such representations in the Merger Agreement.

"Specified Representations" means the representations and warranties of the Loan Parties set forth in (a) Section 4.01 (Existence, Qualification and Power), (b) Section 4.02 (Authorization; No Contravention), (c) Section 4.04 (Binding Effect), (d) Section 4.16 (Margin Regulations; Investment Company Act), (e) Section 4.17 (Solvency), (f) Section 4.18 (Use of Proceeds), (g) Section 4.19 (Patriot Act / Anti-Money Laundering / Anti-Corruption / Sanctions), and (h) Section 4.21 (EEA Bail-In).

"Springing Financial Covenant Trigger" means, as of the last day of any fiscal quarter, the condition in which the aggregate outstanding principal amount of Revolving Loans and Swingline Loans (excluding up to $10,000,000 of undrawn Letters of Credit) exceeds 40% of the Aggregate Revolving Commitments (i.e., Eighty Million Dollars ($80,000,000)). The Financial Covenant set forth in Section 7.01 shall be tested only when the Springing Financial Covenant Trigger has been exceeded as of the last day of such fiscal quarter.

"Subordinated Indebtedness" means the subordinated notes in the aggregate original principal amount of Three Hundred Million Dollars ($300,000,000) issued by Holdings to Crestline Mezzanine Partners II LP pursuant to the Subordinated Note Purchase Agreement, bearing interest at the rate of 11.5% per annum (PIK

CREDIT AGREEMENT
dated as of
[●], 2025
among
LUMINEX SYSTEMS HOLDINGS INC., a Delaware corporation, as Borrower,
ARDENT APEX HOLDINGS INC., a Delaware corporation, as Holdings,
THE LENDERS FROM TIME TO TIME PARTY HERETO,
and
STONEBRIDGE CREDIT PARTNERS LLC, as Administrative Agent and Collateral Agent
________________________________________
$1,400,000,000 SENIOR SECURED CREDIT FACILITY
consisting of
$1,200,000,000 Term Loan B Facility
and
$200,000,000 Revolving Credit Facility
________________________________________
Reference: Commitment Letter Ref. SC-2025-0312-AC dated March 8, 2025
DRAFT — FOR DISCUSSION PURPOSES ONLY — SUBJECT TO REVISION. This document is a draft and has been prepared for discussion purposes only. It does not constitute a commitment or an offer to provide financing on the terms described herein or on any other terms. This document is subject to revision and further negotiation and does not create any obligation on the part of any party. Distribution of this document is restricted to authorized recipients only.
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ARTICLE I — DEFINITIONS AND ACCOUNTING TERMS
Section 1.01 — Defined Terms
As used in this Agreement, the following terms shall have the meanings set forth below:
"ABR" means, for any day, a rate per annum equal to the greatest of (a) the Prime Rate in effect on such day, (b) the Federal Funds Effective Rate in effect on such day plus 0.50%, and (c) the Term SOFR Rate for a one-month tenor in effect on such day plus 1.00%; provided that if the ABR as so determined would be less than 1.00%, the ABR shall be deemed to be 1.00%. Any change in the ABR due to a change in the Prime Rate, the Federal Funds Effective Rate or the Term SOFR Rate shall be effective from and including the effective date of such change in the Prime Rate, the Federal Funds Effective Rate or the Term SOFR Rate, respectively.
"ABR Loan" means a Loan that bears interest based on the ABR.
"Acquisition" means any transaction or series of related transactions for the purpose of or resulting, directly or indirectly, in (a) the acquisition of all or substantially all of the assets of a Person, or of all or substantially all of any business or division of a Person, (b) the acquisition of in excess of 50% of the Equity Interests of any Person, or (c) the acquisition of another Person by a merger or consolidation or any other combination with such Person.
"Administrative Agent" means Stonebridge Credit Partners LLC, in its capacity as administrative agent under any of the Loan Documents, or any successor administrative agent appointed pursuant to Section 9.06 hereof. The initial Administrative Agent's address for notices and other communications is 600 Lexington Avenue, 20th Floor, New York, New York 10022, Attention: Nathan Ostrowski, Managing Director, Sponsor Finance.
"Administrative Agent's Office" means the office of the Administrative Agent specified in Section 10.02 hereof, or such other office as the Administrative Agent may from time to time designate in writing to the Borrower and the Lenders.
"Administrative Questionnaire" means an administrative questionnaire in a form supplied by the Administrative Agent.
"Affiliate" means, with respect to any Person, another Person that directly, or indirectly through one or more intermediaries, Controls or is Controlled by or is under common Control with the Person specified; provided that no individual shall be deemed to be an Affiliate of a Person solely by reason of his or her being a director, officer or employee of such Person.
"Aggregate Revolving Commitments" means, at any time, the aggregate amount of the Revolving Commitments of all Lenders at such time. As of the Closing Date, the Aggregate Revolving Commitments shall be Two Hundred Million Dollars ($200,000,000).
"Agreement" means this Credit Agreement, as the same may be amended, restated, supplemented or otherwise modified from time to time in accordance with the terms hereof.
"Anti-Corruption Laws" means all laws, rules, and regulations of any jurisdiction applicable to the Borrower or its Subsidiaries from time to time concerning or relating to bribery or corruption, including the United States Foreign Corrupt Practices Act of 1977, as amended, the UK Bribery Act 2010, as amended, and any similar laws, rules or regulations of any other applicable jurisdictions.
"Applicable Rate" means, (a) with respect to the Term Loan B, (i) for SOFR Loans, 4.75% per annum and (ii) for ABR Loans, 3.75% per annum, and (b) with respect to the Revolving Credit Facility, the applicable percentage per annum set forth below, as determined by reference to the Consolidated First Lien Net Leverage Ratio as of the most recently ended Test Period for which financial statements have been delivered pursuant to Section 5.01:
The Applicable Rate for the Revolving Credit Facility shall be adjusted, to the extent applicable, on the first Business Day following delivery of the Compliance Certificate and related financial statements for the most recently ended Test Period, and shall remain in effect until the next adjustment date. If the Borrower fails to deliver such financial statements or Compliance Certificate in a timely manner, Pricing Level III shall apply until the first Business Day following the date on which such financial statements and Compliance Certificate are delivered. On the Closing Date and until the first adjustment date, Pricing Level III shall apply.
"Approved Fund" means any Fund that is administered or managed by (a) a Lender, (b) an Affiliate of a Lender, or (c) an entity or an Affiliate of an entity that administers or manages a Lender.
"Assignment and Assumption" means an assignment and assumption agreement entered into by a Lender and an Eligible Assignee (with the consent of any party whose consent is required by Section 10.06), and accepted by the Administrative Agent, in substantially the form of Exhibit C hereto.
"Bail-In Action" means the exercise of any Write-Down and Conversion Powers by the applicable EEA Resolution Authority in respect of any liability of an EEA Financial Institution.
"Bail-In Legislation" means, with respect to any EEA Member Country implementing Article 55 of Directive 2014/59/EU of the European Parliament and of the Council of the European Union, the implementing law, regulation, rule or requirement for such EEA Member Country from time to time which is described in the EU Bail-In Legislation Schedule.
"Bankruptcy Code" means Title 11 of the United States Code, as amended from time to time.
"Base Rate Loan" has the same meaning as ABR Loan.
"Benchmark Replacement" means, with respect to any Benchmark Transition Event, the first alternative set forth in the order below that can be determined by the Administrative Agent for the applicable Benchmark Replacement Date: (a) the sum of (i) Term SOFR and (ii) the related Benchmark Replacement Adjustment; (b) the sum of (i) Daily Simple SOFR and (ii) the related Benchmark Replacement Adjustment; or (c) the sum of (i) the alternate benchmark rate that has been selected by the Administrative Agent and the Borrower as the replacement for the then-current Benchmark giving due consideration to (A) any selection or recommendation of a replacement benchmark rate or the mechanism for determining such a rate by the Relevant Governmental Body or (B) any evolving or then-prevailing market convention for determining a benchmark rate as a replacement for the then-current Benchmark for dollar-denominated syndicated credit facilities at such time, and (ii) the related Benchmark Replacement Adjustment.
"Benchmark Replacement Adjustment" means, with respect to any replacement of the then-current Benchmark with an Unadjusted Benchmark Replacement, the spread adjustment, or method for calculating or determining such spread adjustment (which may be a positive or negative value or zero), that has been selected by the Administrative Agent and the Borrower, giving due consideration to (a) any selection or recommendation of a spread adjustment, or method for calculating or determining such spread adjustment, for the replacement of such Benchmark with the applicable Unadjusted Benchmark Replacement by the Relevant Governmental Body, or (b) any evolving or then-prevailing market convention for determining a spread adjustment, or method for calculating or determining such spread adjustment, for the replacement of such Benchmark with the applicable Unadjusted Benchmark Replacement for dollar-denominated syndicated credit facilities.
"Benchmark Replacement Date" means the earliest to occur of the following events with respect to the then-current Benchmark: (a) in the case of clause (a) or (b) of the definition of "Benchmark Transition Event," the later of (i) the date of the public statement or publication of information referenced therein and (ii) the date on which the administrator of such Benchmark (or the published component used in the calculation thereof) permanently or indefinitely ceases to provide all available tenors of such Benchmark (or such component thereof); or (b) in the case of clause (c) of the definition of "Benchmark Transition Event," the first date of such public statement or publication of information.
"Benchmark Transition Event" means the occurrence of one or more of the following events with respect to the then-current Benchmark: (a) a public statement or publication of information by or on behalf of the administrator of such Benchmark (or the published component used in the calculation thereof) announcing that such administrator has ceased or will cease to provide all available tenors of such Benchmark (or such component thereof), permanently or indefinitely; provided that, at the time of such statement or publication, there is no successor administrator that will continue to provide any available tenor of such Benchmark (or such component thereof); (b) a public statement or publication of information by the regulatory supervisor for the administrator of such Benchmark (or the published component used in the calculation thereof), the Federal Reserve Board, the Federal Reserve Bank of New York, an insolvency official with jurisdiction over the administrator for such Benchmark (or such component), a resolution authority with jurisdiction over the administrator for such Benchmark (or such component) or a court or an entity with similar insolvency or resolution authority over the administrator for such Benchmark (or such component), which states that the administrator of such Benchmark (or such component) has ceased or will cease to provide all available tenors of such Benchmark (or such component thereof) permanently or indefinitely; provided that, at the time of such statement or publication, there is no successor administrator that will continue to provide any available tenor of such Benchmark (or such component thereof); or (c) a public statement or publication of information by the regulatory supervisor for the administrator of such Benchmark (or the published component used in the calculation thereof) announcing that all available tenors of such Benchmark (or such component thereof) are no longer, or as of a specified future date will no longer be, representative.
"Beneficial Ownership Certification" means a certification regarding beneficial ownership required by the Beneficial Ownership Regulation.
"Beneficial Ownership Regulation" means 31 C.F.R. § 1010.230.
"Board" means the Board of Governors of the Federal Reserve System of the United States of America.
"Borrower" means Luminex Systems Holdings Inc., a Delaware corporation (EIN: 86-2547193), with principal offices at 2100 Reston Gateway Drive, Suite 800, Reston, Virginia 20191, which is the surviving corporation following the reverse triangular merger of Ardent Apex Merger Sub Inc. with and into Luminex Systems Holdings Inc. consummated in accordance with the Agreement and Plan of Merger dated March 24, 2025, among Ardent Apex Holdings Inc., Ardent Apex Merger Sub Inc., and Luminex Systems Holdings Inc.
"Borrowing" means a borrowing consisting of simultaneous Loans of the same Class and Type and, in the case of SOFR Loans, having the same Interest Period made by each of the Lenders pursuant to Section 2.01, Section 2.02 or Section 2.04, as applicable.
"Borrowing Request" means a request by the Borrower for a Borrowing in accordance with Section 2.03, which shall be in substantially the form of Exhibit A hereto, or any other form approved by the Administrative Agent (including any form on an electronic platform or electronic transmission system as approved by the Administrative Agent), appropriately completed and signed by a Responsible Officer of the Borrower.
"Business Day" means any day other than a Saturday, a Sunday or a day on which commercial banking institutions in New York, New York are authorized or required by law to remain closed; provided that when used in connection with a SOFR Loan, the term "Business Day" shall also exclude any day that is not a U.S. Government Securities Business Day.
"Capital Expenditures" means, for any period, the aggregate of all expenditures (whether paid in cash or accrued as a liability) by the Borrower and its Subsidiaries during such period that, in conformity with GAAP, are or should be included in "additions to property, plant or equipment" or similar items reflected in the consolidated statement of cash flows of the Borrower and its Subsidiaries for such period, but excluding (a) expenditures to the extent financed with the proceeds of an equity issuance or capital contribution (other than from the Borrower or any Subsidiary) and (b) expenditures constituting Permitted Acquisitions.
"Capital Lease Obligations" means, as to any Person, the obligations of such Person to pay rent or other amounts under a lease of (or other agreement conveying the right to use) real or personal property that is required to be classified and accounted for as a finance lease or a capital lease on a balance sheet of such Person under GAAP; provided that for all purposes hereunder, the amount of such obligations shall be the capitalized amount thereof, determined in accordance with GAAP.
"Cash Dominion Event" means the occurrence and continuance of (a) a Specified Event of Default (as defined below), or (b) availability under the Revolving Credit Facility falling below the greater of (i) 12.5% of the Aggregate Revolving Commitments (i.e., $25,000,000) and (ii) such lesser amount as may be reasonably agreed between the Borrower and the Administrative Agent. A "Specified Event of Default" means an Event of Default under Section 8.01(a), Section 8.01(b), Section 8.01(c), Section 8.01(h), or Section 8.01(j). A Cash Dominion Event shall cease to exist when the condition giving rise thereto has been cured or waived in accordance with the terms of this Agreement.
"Cash Equivalents" means (a) direct obligations of, or obligations the principal of and interest on which are unconditionally guaranteed by, the United States of America (or by any agency thereof to the extent such obligations are backed by the full faith and credit of the United States), in each case maturing within one year from the date of acquisition; (b) investments in commercial paper maturing within 270 days from the date of acquisition and having, at such date of acquisition, the highest credit rating obtainable from S&P or from Moody's; (c) investments in certificates of deposit, banker's acceptances and time deposits maturing within 180 days from the date of acquisition issued or guaranteed by or placed with, and money market deposit accounts issued or offered by, any domestic office of any commercial bank organized under the laws of the United States of America or any state thereof that has a combined capital and surplus and undivided profits of not less than $500,000,000; (d) fully collateralized repurchase agreements with a term of not more than 30 days for securities described in clause (a) above and entered into with a financial institution satisfying the criteria of clause (c) above; and (e) money market funds that (i) comply with the criteria set forth in Rule 2a-7 under the Investment Company Act of 1940, as amended, (ii) are rated AAA by S&P or Aaa by Moody's, and (iii) have portfolio assets of not less than $5,000,000,000.
"CFIUS" means the Committee on Foreign Investment in the United States.
"Change of Control" means the occurrence of any of the following: (a) Ardent Capital Partners III LP and its Permitted Holders shall, at any time, cease to own, directly or indirectly, in the aggregate, more than 50% of the total voting power of all outstanding Equity Interests of Holdings entitled to vote generally in the election of the board of directors (or equivalent governing body) of Holdings; (b) Holdings shall at any time cease to own, directly, 100% of the Equity Interests of the Borrower (other than directors' qualifying shares and other nominal amounts of Equity Interests required to be held by other Persons under applicable law); or (c) a "change of control" (or any analogous event, however denominated) shall occur under the Subordinated Note Purchase Agreement with Crestline Mezzanine Partners II LP, as in effect on the Closing Date (or as amended in accordance with Section 6.12).
"Class" means, when used in reference to (a) any Loan or Borrowing, whether such Loan or the Loans comprising such Borrowing are Term Loans B or Revolving Loans, and (b) any Commitment, whether such Commitment is a Term Loan B Commitment or a Revolving Commitment.
"Closing Date" means the date on which the conditions precedent set forth in Section 3.01 are satisfied (or waived in accordance with Section 10.01) and the initial funding of the Term Loan B occurs. The target Closing Date is during the third quarter of calendar year 2025 (July through August 2025).
"Co-Lenders" means (a) Birchwood Capital Finance LLC, with an initial Term Loan B Commitment of Three Hundred Fifty Million Dollars ($350,000,000), whose address for notices and other communications is 100 Federal Street, 28th Floor, Boston, Massachusetts 02110, Attention: Diane Pritchard, Director, and (b) Ironvale Credit Fund III LP, with an initial Term Loan B Commitment of Two Hundred Fifty Million Dollars ($250,000,000), whose address for notices and other communications is 9 West 57th Street, Suite 3100, New York, New York 10019, Attention: Robert Tannenbaum, Partner.
"Collateral" means all of the "Collateral" as defined in the Guarantee and Collateral Agreement and shall include a first-priority lien on substantially all assets of the Borrower and the Domestic Subsidiaries (including accounts, chattel paper, commercial tort claims, deposit accounts, equipment, general intangibles, instruments, intellectual property, inventory, investment property, letter of credit rights, and supporting obligations), together with a pledge of 65% of the outstanding Equity Interests in each first-tier Foreign Subsidiary, subject to the exclusions set forth in the Guarantee and Collateral Agreement.
"Collateral Agent" means Stonebridge Credit Partners LLC, in its capacity as collateral agent under the Guarantee and Collateral Agreement and the other Loan Documents, or any successor collateral agent appointed pursuant to Section 9.06 hereof.
"Commitment Fee" has the meaning specified in Section 2.08(a).
"Commitment Letter" means the commitment letter dated March 8, 2025, Ref. SC-2025-0312-AC, between Stonebridge Credit Partners LLC and Ardent Capital Partners III LP (as may have been amended, supplemented, or otherwise modified prior to the Closing Date).
"Compliance Certificate" means a certificate substantially in the form of Exhibit B hereto.
"Consolidated EBITDA" means, for any period, Consolidated Net Income of the Borrower and its Subsidiaries for such period, plus, without duplication and to the extent deducted (and not added back) in determining Consolidated Net Income for such period, the sum of (a) consolidated interest expense, (b) provision for Federal, state, local and foreign income taxes, (c) depreciation expense, (d) amortization expense (including amortization of goodwill and other intangible assets), (e) non-cash stock-based compensation expense, (f) Transaction Expenses (to the extent incurred within 24 months of the Closing Date), (g) restructuring charges and business optimization expenses (capped at the greater of $15,000,000 and 12.5% of Consolidated EBITDA for the applicable period, calculated before giving effect to such add-back), (h) management, monitoring, consulting and advisory fees paid to Ardent Capital Partners III LP or its Affiliates (to the extent permitted under Section 6.07), (i) fees and expenses related to Permitted Acquisitions (whether or not consummated), (j) run-rate cost savings, operating expense reductions and synergies projected by the Borrower in good faith to be realized within 24 months of the action taken to achieve such savings, reductions or synergies (capped at 25% of Consolidated EBITDA for the applicable Test Period, calculated before giving effect to any such add-back, and provided that such cost savings are reasonably identifiable, factually supportable and expected to be realized within 24 months), (k) losses from the early extinguishment or conversion of Indebtedness, (l) any other non-cash charges reducing Consolidated Net Income for such period (excluding any such non-cash charge to the extent that it represents an accrual of or reserve for cash charges in any future period or amortization of a prepaid cash charge that was paid in a prior period), and (m) any extraordinary, unusual or non-recurring charges, expenses or losses (including, without limitation, litigation settlements and related legal costs), minus, without duplication and to the extent included in determining Consolidated Net Income for such period, the sum of (i) any extraordinary, unusual or non-recurring income or gains and (ii) non-cash items increasing Consolidated Net Income for such period (excluding any such non-cash item to the extent it represents the reversal of an accrual of, or cash reserve for, anticipated cash charges that were deducted in computing Consolidated EBITDA in a prior period or will result in the receipt of cash in any future period).
"Consolidated First Lien Net Debt" means, at any date of determination, (a) the aggregate outstanding principal amount of all Indebtedness of the Borrower and its Subsidiaries that is secured by a first-priority Lien on the Collateral, minus (b) the lesser of (i) unrestricted cash and Cash Equivalents of the Borrower and its Domestic Subsidiaries that would be reflected on a consolidated balance sheet of the Borrower as of such date, and (ii) Seventy-Five Million Dollars ($75,000,000).
"Consolidated First Lien Net Leverage Ratio" means, as of the last day of any Test Period, the ratio of (a) Consolidated First Lien Net Debt as of the last day of such Test Period to (b) Consolidated EBITDA for such Test Period.
"Consolidated Net Income" means, for any period, the net income (or net loss) of the Borrower and its Subsidiaries for such period determined on a consolidated basis in accordance with GAAP; provided that there shall be excluded (a) the net income (or net loss) of any Person acquired in a pooling-of-interests transaction for any period prior to the date of such acquisition, (b) the net income of any Subsidiary to the extent that the declaration or payment of dividends or similar distributions by that Subsidiary of that net income is not at the date of determination permitted without any prior governmental approval (that has not been obtained) or, directly or indirectly, by operation of the terms of its charter or any agreement, instrument, judgment, decree, order, statute, rule or governmental regulation applicable to that Subsidiary, except that the Borrower's equity in a net loss of any such Subsidiary for such period shall be included, and (c) the net income (or net loss) of any Unrestricted Subsidiary.
"Control" means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ability to exercise voting power, by contract or otherwise. "Controlling" and "Controlled" have meanings correlative thereto.
"Default" means any event or condition that constitutes an Event of Default or that, with the giving of any notice, the passage of time, or both, would be an Event of Default.
"Default Rate" means an interest rate equal to (a) the Base Rate plus the Applicable Rate plus 2.00% per annum (or, in the case of any SOFR Loan, the SOFR plus the Applicable Rate plus 2.00% per annum), or (b) in the case of any other amount not paid when due, the rate set forth in clause (a) above.
"Disqualified Lenders" means those Persons listed on Schedule 10.06, which shall include competitors of the Borrower and its Subsidiaries and their respective Affiliates, in each case as identified by the Borrower and updated from time to time (but not retroactively) by the Borrower by notice to the Administrative Agent.
"Dollars" and "$" means lawful money of the United States of America.
"Domestic Subsidiary" means any Subsidiary of the Borrower organized under the laws of any state of the United States of America or the District of Columbia. As of the Closing Date, the Domestic Subsidiaries include Luminex Systems Inc., a corporation organized under the laws of the State of Delaware.
"EEA Financial Institution" means (a) any credit institution or investment firm established in any EEA Member Country which is subject to the supervision of an EEA Resolution Authority, (b) any entity established in an EEA Member Country which is a parent of an institution described in clause (a) of this definition, or (c) any financial institution established in an EEA Member Country which is a subsidiary of an institution described in clauses (a) or (b) of this definition and is subject to consolidated supervision with its parent.
"EEA Member Country" means any of the member states of the European Union, Iceland, Liechtenstein, and Norway.
"EEA Resolution Authority" means any public administrative authority or any Person entrusted with public administrative authority of any EEA Member Country (including any delegee) having responsibility for the resolution of any EEA Financial Institution.
"Eligible Assignee" means any Person that meets the requirements to be an assignee under Section 10.06(b)(iii), (v) and (vi) (subject to such consents, if any, as may be required under Section 10.06(b)(iii)).
"Environmental Laws" means all laws, rules, regulations, codes, ordinances, orders, decrees, judgments, injunctions, notices or binding agreements issued, promulgated or entered into by any Governmental Authority, relating in any way to the environment, preservation or reclamation of natural resources, the management, release or threatened release of any Hazardous Material or to health and safety matters.
"Equity Interests" means all shares of capital stock (whether denominated as common stock or preferred stock), equity interests, beneficial, partnership or membership interests, joint venture interests, participations or other ownership or profit interests in or equivalents (regardless of how designated) of or in a Person (whether a corporation, partnership, limited liability company or other entity), and any and all warrants, options, convertible or exchangeable securities, rights, or other instruments conveying the right to acquire any of the foregoing.
"ERISA" means the Employee Retirement Income Security Act of 1974, as amended from time to time.
"ERISA Affiliate" means any trade or business (whether or not incorporated) under common control with the Borrower within the meaning of Section 414(b), (c), (m) or (o) of the Internal Revenue Code.
"ERISA Event" means (a) a Reportable Event with respect to a Pension Plan, (b) the withdrawal of the Borrower or any ERISA Affiliate from a Pension Plan subject to Section 4063 of ERISA during a plan year in which such entity was a "substantial employer" as defined in Section 4001(a)(2) of ERISA or a cessation of operations that is treated as such a withdrawal under Section 4062(e) of ERISA, (c) a complete or partial withdrawal by the Borrower or any ERISA Affiliate from a Multiemployer Plan, (d) the filing of a notice of intent to terminate, the treatment of a Pension Plan amendment as a termination under Section 4041 or 4041A of ERISA, or the commencement of proceedings by the PBGC to terminate a Pension Plan or Multiemployer Plan, (e) an event or condition which constitutes grounds under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Pension Plan or Multiemployer Plan, (f) the determination that any Pension Plan or Multiemployer Plan is considered an at-risk plan or a plan in endangered or critical status within the meaning of Sections 430, 431 and 432 of the Internal Revenue Code or Sections 303, 304 and 305 of ERISA, or (g) the imposition of any liability under Title IV of ERISA, other than for PBGC premiums due but not delinquent under Section 4007 of ERISA, upon the Borrower or any ERISA Affiliate.
"Event of Default" has the meaning specified in Section 8.01.
"Excess Cash Flow" means, for any fiscal year of the Borrower, (a) Consolidated EBITDA for such fiscal year, minus (b) the sum, without duplication, of (i) the aggregate amount of scheduled amortization payments actually made during such fiscal year in respect of the Term Loan B, (ii) Capital Expenditures made during such fiscal year (to the extent not financed with the proceeds of long-term Indebtedness (other than revolving Indebtedness)), (iii) cash taxes paid during such fiscal year, (iv) cash interest expense paid during such fiscal year, (v) the aggregate amount of all Permitted Acquisitions consummated during such fiscal year (to the extent financed with internally generated cash), (vi) any increase in Net Working Capital for such fiscal year over the Net Working Capital for the immediately preceding fiscal year (or, minus, any decrease in Net Working Capital for such fiscal year below the Net Working Capital for the immediately preceding fiscal year), (vii) voluntary prepayments of the Term Loan B made during such fiscal year (to the extent not funded with the proceeds of long-term Indebtedness (other than revolving Indebtedness) or equity), and (viii) any cash restructuring charges or business optimization expenses paid during such fiscal year.
"Excluded Subsidiary" means (a) each Foreign Subsidiary, including Luminex Systems AG (Canton of Glenrock Assurance, Switzerland), Luminex Systems UK Ltd. (England and Wales), Luminex Systems GmbH (Munich, Germany), and Luminex Systems Pte. Ltd. (Singapore), (b) any Immaterial Subsidiary, (c) any Unrestricted Subsidiary, (d) any Subsidiary that is prohibited by applicable law, regulation or contractual obligation existing on the Closing Date (or, with respect to any Subsidiary acquired after the Closing Date, any contractual obligation existing at the time of such acquisition, so long as such contractual obligation was not incurred in contemplation of such acquisition) from guaranteeing the Obligations, (e) any Subsidiary to the extent that a guarantee by such Subsidiary would result in material adverse tax consequences to the Borrower or its Subsidiaries as reasonably determined by the Borrower, and (f) any other Subsidiary agreed to be excluded by the Administrative Agent in its reasonable discretion.
"FATCA" means Sections 1471 through 1474 of the Internal Revenue Code, as of the date of this Agreement (or any amended or successor version that is substantively comparable and not materially more onerous to comply with), any current or future regulations or official interpretations thereof, any agreements entered into pursuant to Section 1471(b)(1) of the Internal Revenue Code, and any fiscal or regulatory legislation, rules or practices adopted pursuant to any intergovernmental agreement, treaty or convention among Governmental Authorities and implementing such Sections of the Internal Revenue Code.
"FCPA" means the United States Foreign Corrupt Practices Act of 1977, as amended.
"Federal Funds Effective Rate" means, for any day, the rate calculated by the Federal Reserve Bank of New York based on such day's federal funds transactions by depositary institutions (as determined in such manner as the Federal Reserve Bank of New York shall set forth on its public website from time to time) and published on the next succeeding Business Day by the Federal Reserve Bank of New York as the federal funds effective rate.
"Fee Letter" means the Fee Letter dated March 8, 2025, among the Borrower (or its predecessor in interest), the Administrative Agent and the other parties thereto.
"Financial Covenant" means the Maximum Consolidated First Lien Net Leverage Ratio covenant set forth in Section 7.01.
"First Lien Net Leverage Ratio" means the Consolidated First Lien Net Leverage Ratio. The maximum First Lien Net Leverage Ratio permitted under Section 7.01 is 6.50 to 1.00 (subject to the springing covenant trigger set forth therein).
"Foreign Subsidiary" means any Subsidiary of the Borrower that is not a Domestic Subsidiary. As of the Closing Date, the Foreign Subsidiaries include (a) Luminex Systems AG, an Aktiengesellschaft organized under the laws of Switzerland (Canton of Glenrock Assurance), company identification number CHE-284.391.057, (b) Luminex Systems UK Ltd., a private limited company organized under the laws of England and Wales, company number 12847362, (c) Luminex Systems GmbH, a Gesellschaft mit beschränkter Haftung organized under the laws of the Federal Republic of Germany (registered with the commercial register of the local court of Munich under HRB 247891), and (d) Luminex Systems Pte. Ltd., a private limited company organized under the laws of the Republic of Singapore, Unique Entity Number 201924781K.
"Fund" means any Person (other than a natural person) that is (or will be) engaged in making, purchasing, holding or otherwise investing in commercial loans and similar extensions of credit in the ordinary course of its activities.
"GAAP" means generally accepted accounting principles in the United States of America as in effect from time to time, subject to Section 1.03.
"Governmental Authority" means the government of the United States of America or any other nation, or of any political subdivision thereof, whether state or local, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government (including any supra-national bodies such as the European Union or the European Central Bank).
"Guarantee" means, as to any Person, (a) any obligation, contingent or otherwise, of such Person guaranteeing or having the economic effect of guaranteeing any Indebtedness or other obligation payable or performable by another Person (the "primary obligor") in any manner, whether directly or indirectly, and including any obligation of such Person, direct or indirect, (i) to purchase or pay (or advance or supply funds for the purchase or payment of) such Indebtedness or other obligation, (ii) to purchase or lease property, securities or services for the purpose of assuring the obligee in respect of such Indebtedness or other obligation of the payment or performance thereof, (iii) to maintain working capital, equity capital or any other financial statement condition or liquidity or level of income or cash flow of the primary obligor so as to enable the primary obligor to pay such Indebtedness or other obligation, or (iv) entered into for the purpose of assuring in any other manner the obligee in respect of such Indebtedness or other obligation of the payment or performance thereof or to protect such obligee against loss in respect thereof (in whole or in part), or (b) any Lien on any assets of such Person securing any Indebtedness or other obligation of any other Person, whether or not such Indebtedness or other obligation is assumed by such Person.
"Guarantee and Collateral Agreement" means the Guarantee and Collateral Agreement, dated as of the Closing Date, among Holdings, the Borrower, each Subsidiary Guarantor, and the Collateral Agent, for the benefit of the Secured Parties, as the same may be amended, restated, supplemented or otherwise modified from time to time.
"Holdings" means Ardent Apex Holdings Inc., a Delaware corporation (EIN: 93-2178435), incorporated on March 5, 2025, with its registered agent being National Registered Agents of Delaware, Inc., 160 Greentree Drive, Suite 101, Dover, Delaware 19904. Holdings is the direct parent of the Borrower and, as of the Closing Date, a wholly owned subsidiary of Ardent Capital Partners III LP. The address of Holdings for purposes of notices under this Agreement is c/o Ardent Capital Partners III LP, 399 Park Avenue, 42nd Floor, New York, New York 10022.
"HSR Act" means the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended.
"Immaterial Subsidiary" means any Subsidiary that, as of the most recently ended Test Period, (a) had total assets of less than 2.5% of the consolidated total assets of the Borrower and its Subsidiaries and (b) had revenues of less than 2.5% of the consolidated revenues of the Borrower and its Subsidiaries; provided that the aggregate total assets and aggregate revenues of all Immaterial Subsidiaries, taken as a whole, shall not exceed 5.0% of the consolidated total assets or consolidated revenues, respectively, of the Borrower and its Subsidiaries.
"Indebtedness" means, as to any Person at a particular time, without duplication, all of the following, whether or not included as indebtedness or liabilities in accordance with GAAP: (a) all obligations for borrowed money and all obligations evidenced by bonds, debentures, notes, loan agreements or other similar instruments, (b) the maximum amount of all direct or contingent obligations arising under letters of credit, bankers' acceptances and similar instruments, (c) all obligations to pay the deferred purchase price of property or services (other than trade accounts payable in the ordinary course of business), (d) all Capital Lease Obligations, (e) all obligations to purchase, redeem, retire, defease or otherwise make any payment in respect of any Equity Interest or any other obligation classified as equity in accordance with GAAP, to the extent such obligation is mandatorily redeemable or requires mandatory payments, (f) all Guarantees with respect to outstanding Indebtedness of the types specified in clauses (a) through (e) above of any other Person, and (g) all Indebtedness of the types referred to in clauses (a) through (f) above of any partnership or joint venture (other than a joint venture that is itself a corporation or limited liability company) in which such Person is a general partner or joint venturer, unless such Indebtedness is expressly made non-recourse to such Person.
"Incremental Facility" has the meaning specified in Section 2.20.
"intellectual Property" means all intellectual property rights and related intangible assets, including all (a) patents, patent applications, inventions, and improvements thereto, (b) trademarks, service marks, trade dress, logos, trade names, domain names and registrations and applications for registration thereof together with all goodwill associated therewith, (c) copyrights and registrations and applications for registration thereof, (d) computer software (including data and related documentation), (e) trade secrets and other confidential or proprietary information, and (f) licenses and sublicenses granted or obtained with respect to any of the foregoing.
"Intercreditor Agreement" means the Intercreditor Agreement, dated as of the Closing Date, between Stonebridge Credit Partners LLC, in its capacity as the Senior Representative for the Senior Secured Parties, and Crestline Mezzanine Partners II LP, in its capacity as the Subordinated Representative for the holders of the Subordinated Indebtedness, as the same may be amended, restated, supplemented or otherwise modified from time to time in accordance with Section 6.12.
"Interest Payment Date" means (a) as to any SOFR Loan, the last day of each Interest Period applicable to such Loan and, in the case of a SOFR Borrowing with an Interest Period of more than three months' duration, each day prior to the last day of such Interest Period that occurs at intervals of three months' duration after the first day of such Interest Period, and the applicable maturity date, and (b) as to any ABR Loan, the last Business Day of each March, June, September and December and the applicable maturity date.
"Interest Period" means, as to each SOFR Loan, the period commencing on the date such SOFR Loan is disbursed or converted to or continued as a SOFR Loan and ending on the date that is one, three or six months thereafter (or, if available to all Lenders, twelve months thereafter), as selected by the Borrower in its Borrowing Request or interest election request, as the case may be; provided that (a) any Interest Period that would otherwise end on a day that is not a Business Day shall be extended to the next succeeding Business Day unless such Business Day falls in another calendar month, in which case such Interest Period shall end on the next preceding Business Day, (b) any Interest Period that begins on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the calendar month at the end of such Interest Period) shall end on the last Business Day of the calendar month at the end of such Interest Period, and (c) no Interest Period shall extend beyond the applicable maturity date.
"Internal Revenue Code" means the Internal Revenue Code of 1986, as amended from time to time.
"Investment Company Act" means the Investment Company Act of 1940, as amended.
"L/C Issuer" means Stonebridge Credit Partners LLC, in its capacity as issuer of Letters of Credit hereunder, and any successor issuer of Letters of Credit.
"Lenders" means (a) the Persons listed on Schedule 1.01(a) hereto as having Term Loan B Commitments, Revolving Commitments, or both, (b) any Person that becomes a "Lender" hereunder pursuant to an Assignment and Assumption, and (c) unless the context otherwise requires, the Swingline Lender. As of the Closing Date, the Lenders are Stonebridge Credit Partners LLC, Birchwood Capital Finance LLC, and Ironvale Credit Fund III LP.
"Letter of Credit" means any standby or commercial letter of credit issued by the L/C Issuer pursuant to Section 2.05.
"Letter of Credit Sublimit" means Twenty-Five Million Dollars ($25,000,000). The Letter of Credit Sublimit is part of, and not in addition to, the Aggregate Revolving Commitments.
"Lien" means any mortgage, pledge, hypothecation, assignment, deposit arrangement, encumbrance, lien (statutory or other), charge, or preference, priority or other security interest or preferential arrangement in the nature of a security interest of any kind or nature whatsoever (including any conditional sale or other title retention agreement, any easement, right of way or other encumbrance on title to real property, and any financing lease having substantially the same economic effect as any of the foregoing).
"Loan Documents" means, collectively, (a) this Agreement, (b) the Notes, (c) the Guarantee and Collateral Agreement, (d) the Intercreditor Agreement, (e) the Fee Letter, (f) each Borrowing Request, (g) each Compliance Certificate, (h) each Letter of Credit application, (i) each Joinder Agreement, (j) each Incremental Facility Amendment, (k) each Assignment and Assumption, and (l) all other agreements, instruments, documents and certificates identified in Section 3.01 hereof or executed and delivered to, or in favor of, the Administrative Agent or any Lender and including all other pledges, powers of attorney, consents, assignments, contracts, notices, letter of credit agreements and all other written matter whether heretofore, now or hereafter executed by or on behalf of any Loan Party, or any employee of any Loan Party, and delivered to the Administrative Agent or any Lender in connection with this Agreement or the Transactions.
"Loan Parties" means, collectively, the Borrower, Holdings, and each Subsidiary Guarantor.
"Material Adverse Effect" means (a) a material adverse change in, or material adverse effect on, the business, operations, assets, liabilities (actual or contingent), or financial condition of the Borrower and its Subsidiaries taken as a whole, (b) a material impairment of the rights and remedies of the Administrative Agent or any Lender under any Loan Document, or (c) a material adverse effect upon the legality, validity, binding effect or enforceability against any Loan Party of any Loan Document to which such Loan Party is a party.
"Merger" means the reverse triangular merger of Ardent Apex Merger Sub Inc. with and into Luminex Systems Holdings Inc., with Luminex Systems Holdings Inc. surviving as a wholly owned subsidiary of Ardent Apex Holdings Inc., consummated pursuant to the Merger Agreement.
"Merger Agreement" means the Agreement and Plan of Merger, dated as of March 24, 2025, among Ardent Apex Holdings Inc., Ardent Apex Merger Sub Inc., and Luminex Systems Holdings Inc., as the same may be amended, supplemented or otherwise modified from time to time (subject to the limitations set forth in Section 3.01(b)).
"Merger Sub" means Ardent Apex Merger Sub Inc., a Delaware corporation (EIN: 93-2178502), incorporated on March 7, 2025, formed solely to effect the reverse triangular merger contemplated by the Merger Agreement.
"Moody's" means Moody's Investors Service, Inc. and any successor thereto.
"Net Cash Proceeds" means (a) with respect to any Disposition or Casualty Event, the cash and Cash Equivalents received in connection therewith (including any cash or Cash Equivalents received by way of deferred payment pursuant to, or by monetization of, a note receivable or otherwise, but only as and when so received), net of (i) the direct costs relating to such Disposition or Casualty Event, including legal, accounting and investment banking fees, and brokerage and sales commissions, (ii) taxes paid or reasonably estimated to be payable in connection therewith, and (iii) amounts required to be applied to repay any Indebtedness secured by a Lien on the asset subject to such Disposition or Casualty Event (other than Indebtedness under the Loan Documents), and (b) with respect to any issuance or incurrence of Indebtedness, the cash proceeds received therefrom, net of all taxes and customary fees, commissions, costs and other expenses incurred in connection therewith.
"Net Working Capital" means, as of any date of determination, the excess of (a) current assets of the Borrower and its Subsidiaries (excluding cash and Cash Equivalents) over (b) current liabilities of the Borrower and its Subsidiaries (excluding the current portion of long-term Indebtedness), in each case determined in accordance with GAAP and consistent with the definition of "Net Working Capital" set forth in the Merger Agreement. The target Net Working Capital at closing is $48,500,000, with a collar of plus or minus $2,500,000 (i.e., $46,000,000 to $51,000,000).
"Notes" means the Term Loan B Notes and the Revolving Loan Notes, collectively.
"Obligations" means all advances to, and debts, liabilities, obligations, covenants and duties of, any Loan Party arising under any Loan Document or otherwise with respect to any Loan or Letter of Credit, whether direct or indirect (including those acquired by assumption), absolute or contingent, due or to become due, now existing or hereafter arising and including interest and fees that accrue after the commencement by or against any Loan Party of any proceeding under any Debtor Relief Laws naming such Loan Party as the debtor in such proceeding, regardless of whether such interest and fees are allowed claims in such proceeding.
"OFAC" means the Office of Foreign Assets Control of the United States Department of the Treasury.
"OID" means the original issue discount applicable to the Term Loan B, which is 1.00% of the aggregate principal amount of the Term Loan B, being Twelve Million Dollars ($12,000,000). The net funded amount to the Borrower in respect of the Term Loan B, after giving effect to the OID, is One Billion One Hundred Eighty-Eight Million Dollars ($1,188,000,000).
"Patriot Act" means the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (Title III of Pub. L. 107-56 (signed into law October 26, 2001)), as amended from time to time.
"Pension Plan" means any "employee pension benefit plan" (as such term is defined in Section 3(2) of ERISA), other than a Multiemployer Plan, that is subject to Title IV of ERISA and is sponsored or maintained by the Borrower or any ERISA Affiliate or to which the Borrower or any ERISA Affiliate contributes or has an obligation to contribute.
"Permitted Acquisition" means any Acquisition by the Borrower or any Subsidiary; provided that (a) no Default or Event of Default shall have occurred and be continuing at the time of such Acquisition or would result therefrom, (b) the line of business of the Person or assets being acquired shall be substantially similar, related, complementary or ancillary to the business of the Borrower and its Subsidiaries as conducted on the Closing Date, (c) after giving pro forma effect to such Acquisition, the Borrower shall be in compliance with the Financial Covenant (if then applicable) and the Consolidated First Lien Net Leverage Ratio shall not exceed the then-applicable maximum ratio, (d) the Borrower shall have delivered to the Administrative Agent a Compliance Certificate demonstrating such pro forma compliance, and (e) the acquired Person or assets shall become subject to the Lien of the Guarantee and Collateral Agreement within the time periods specified in Section 5.11.
"Permitted Dispositions" means Dispositions permitted under Section 6.04, including (a) sales of inventory and obsolete or worn-out equipment in the ordinary course of business, (b) intercompany transfers among Loan Parties, (c) sales or other Dispositions of assets for fair market value not exceeding $10,000,000 individually or $25,000,000 in the aggregate per fiscal year (net of the threshold amounts requiring mandatory prepayment), and (d) other customary exceptions.
"Permitted Holders" means, collectively, (a) Ardent Capital Partners III LP, (b) Ardent Capital GP III LLC, (c) Theodore Hargrove, (d) Victoria Langford, (e) any fund, vehicle or account managed or advised by any of the foregoing or their Affiliates (including any successor fund), (f) management rollover participants, including Dr. Stefan Kessler, Annelise Gruber, and Dr. Markus Vogt, and (g) co-investors Northvale Sovereign Holdings Ltd. and Summit Ridge Capital Partners LP.
"Permitted Indebtedness" means Indebtedness permitted to be incurred pursuant to Section 6.01.
"Permitted Investments" means investments permitted pursuant to Section 6.06.
"Permitted Liens" means Liens permitted pursuant to Section 6.02.
"Person" means any natural person, corporation, limited liability company, trust, joint venture, association, company, partnership, Governmental Authority or other entity.
"Prime Rate" means the rate of interest per annum last quoted by The Wall Street Journal as the "Prime Rate" in the United States or, if The Wall Street Journal ceases to quote such rate, the highest per annum interest rate published by the Board in Federal Reserve Statistical Release H.15 (519) (Selected Interest Rates) as the "bank prime loan" rate or, if such rate is no longer so published, any similar rate published by the Board.
"Pro Forma Basis" means, with respect to compliance with any test or covenant hereunder, that all Specified Transactions (and the following transactions in connection therewith) that have been made during the applicable period of measurement or subsequent to such period and prior to or simultaneously with the event for which the calculation is being made shall be calculated on a pro forma basis assuming that all such Specified Transactions had occurred on the first day of the applicable period of measurement. If any Indebtedness bears a floating rate of interest and is being given pro forma effect, the interest on such Indebtedness shall be calculated as if the rate in effect on the date of determination had been the applicable rate for the entire period (taking into account any interest hedging arrangements applicable to such Indebtedness).
"Register" has the meaning specified in Section 10.06(c).
"Regulation U" means Regulation U of the Board, as in effect from time to time and all official rulings and interpretations thereunder or thereof.
"Related Parties" means, with respect to any Person, such Person's Affiliates and the partners, directors, officers, employees, agents, trustees, administrators, managers, advisors and representatives of such Person and of such Person's Affiliates.
"Relevant Governmental Body" means the Board and/or the Federal Reserve Bank of New York, or a committee officially endorsed or convened by the Board and/or the Federal Reserve Bank of New York, or any successor thereto.
"Required Lenders" means, as of any date of determination, Lenders holding more than 50% of the sum of (a) the aggregate outstanding principal amount of the Term Loan B and (b) the aggregate Revolving Commitments (or, after the termination of the Revolving Commitments, the aggregate outstanding principal amount of Revolving Loans plus the aggregate undrawn face amount of outstanding Letters of Credit plus the aggregate outstanding principal amount of Swingline Loans).
"Responsible Officer" means the chief executive officer, chief financial officer, president, executive vice president, senior vice president, vice president, treasurer, assistant treasurer, secretary, assistant secretary or controller of a Loan Party, and solely for purposes of the delivery of incumbency certificates pursuant to Section 3.01, the secretary or any assistant secretary of a Loan Party, and solely for purposes of notices given pursuant to Article II, any other officer or employee of the applicable Loan Party so designated by any of the foregoing officers in a notice to the Administrative Agent.
"Revolving Commitment" means, as to each Lender, its obligation to make Revolving Loans and to acquire participations in Letters of Credit and Swingline Loans hereunder, in an aggregate principal amount not to exceed the amount set forth opposite such Lender's name on Schedule 1.01(a) or in the Assignment and Assumption pursuant to which such Lender becomes a party hereto, as applicable, as such amount may be adjusted from time to time in accordance with this Agreement.
"Revolving Credit Facility" means the revolving credit facility provided pursuant to Section 2.02, in an aggregate principal amount of up to Two Hundred Million Dollars ($200,000,000).
"Revolving Credit Maturity Date" means the date that is five (5) years after the Closing Date; provided that if such date is not a Business Day, the Revolving Credit Maturity Date shall be the immediately preceding Business Day.
"Revolving Loan" means a Loan made pursuant to Section 2.02.
"S&P" means Standard & Pelvoran Financial Services LLC, a subsidiary of S&P Global Inc., and any successor thereto.
"Sanctions" means all economic or financial sanctions or trade embargoes imposed, administered or enforced from time to time by the U.S. government (including those administered by OFAC or the U.S. Department of State), the United Nations Security Council, the European Union, Her Majesty's Treasury of the United Kingdom, the Swiss State Secretariat for Economic Affairs, or any other relevant sanctions authority.
"Secured Parties" means the Administrative Agent, the Collateral Agent, the Lenders, the L/C Issuer, the Swingline Lender, each co-agent or sub-agent appointed by the Administrative Agent from time to time pursuant to Section 9.05, and any other holder of Obligations.
"SOFR" means a rate equal to the secured overnight financing rate as administered by the SOFR Administrator.
"SOFR Administrator" means the Federal Reserve Bank of New York (or a successor administrator of the secured overnight financing rate).
"SOFR Floor" means a rate of 0.00% per annum (no floor). [Note: SOFR floor level to be confirmed in final negotiation.]
"SOFR Loan" means a Loan that bears interest at a rate based on the Adjusted Term SOFR Rate.
"Solvent" means, with respect to the Borrower and its Subsidiaries on a consolidated basis, that as of the date of determination, both (a) (i) the sum of the debts and liabilities (including contingent liabilities) of the Borrower and its Subsidiaries, taken as a whole, does not exceed the present fair saleable value of the assets of the Borrower and its Subsidiaries, taken as a whole, (ii) the capital of the Borrower and its Subsidiaries, taken as a whole, is not unreasonably small in relation to the business of the Borrower and its Subsidiaries, taken as a whole, contemplated as of such date, and (iii) the Borrower and its Subsidiaries, taken as a whole, do not intend to incur, or believe (nor should they reasonably believe) that they will incur, debts or liabilities beyond their ability to pay such debts and liabilities as they become due (whether at maturity or otherwise), and (b) the Borrower and its Subsidiaries, taken as a whole, are "solvent" within the meaning given that term and similar terms under applicable laws relating to fraudulent transfers and conveyances.
"Specified Merger Agreement Representations" means such of the representations and warranties made by the Target (Luminex Systems Holdings Inc.) in the Merger Agreement as are material to the interests of the Lenders, but only to the extent that the Borrower (or its Affiliates) has the right (taking into account any applicable cure provisions) to decline to consummate the transactions under the Merger Agreement as a result of a breach of such representations in the Merger Agreement.
"Specified Representations" means the representations and warranties of the Loan Parties set forth in (a) Section 4.01 (Existence, Qualification and Power), (b) Section 4.02 (Authorization; No Contravention), (c) Section 4.04 (Binding Effect), (d) Section 4.16 (Margin Regulations; Investment Company Act), (e) Section 4.17 (Solvency), (f) Section 4.18 (Use of Proceeds), (g) Section 4.19 (Patriot Act / Anti-Money Laundering / Anti-Corruption / Sanctions), and (h) Section 4.21 (EEA Bail-In).
"Springing Financial Covenant Trigger" means, as of the last day of any fiscal quarter, the condition in which the aggregate outstanding principal amount of Revolving Loans and Swingline Loans (excluding up to $10,000,000 of undrawn Letters of Credit) exceeds 40% of the Aggregate Revolving Commitments (i.e., Eighty Million Dollars ($80,000,000)). The Financial Covenant set forth in Section 7.01 shall be tested only when the Springing Financial Covenant Trigger has been exceeded as of the last day of such fiscal quarter.
"Subordinated Indebtedness" means the subordinated notes in the aggregate original principal amount of Three Hundred Million Dollars ($300,000,000) issued by Holdings to Crestline Mezzanine Partners II LP pursuant to the Subordinated Note Purchase Agreement, bearing interest at the rate of 11.5% per annum (PIK

CREDIT AGREEMENT

THE LENDERS FROM TIME TO TIME PARTY HERETO,

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