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Contract analysis Extract to table

FIRST AMENDMENT TO CREDIT AGREEMENT

dated as of

May 20, 2025

among

CASCADE RETAIL HOLDINGS INC., a Delaware corporation, as Borrower,

CORNERSTONE NATIONAL BANK, N.A., a national banking association, as Administrative Agent,

and

THE LENDERS PARTY HERETO

FIRST AMENDMENT TO CREDIT AGREEMENT

This FIRST AMENDMENT TO CREDIT AGREEMENT (this "First Amendment" or this "Amendment"), dated as of May 20, 2025, is entered into by and among:

(1) CASCADE RETAIL HOLDINGS INC., a Delaware corporation (the "Borrower"), with its principal offices located at 4500 Elliott Avenue West, Suite 3200, Seattle, Washington 98119;

(2) CORNERSTONE NATIONAL BANK, N.A., a national banking association, as Administrative Agent for the Lenders (in such capacity, together with its successors and assigns in such capacity, the "Administrative Agent"), with offices at 227 West Monroe Street, Chicago, Illinois 60606; and

(3) The several financial institutions party hereto as lenders (collectively, the "Lenders" and each individually, a "Lender").

PRELIMINARY STATEMENT

Reference is hereby made to that certain Credit Agreement, dated as of March 15, 2023 (as previously amended, supplemented, restated, or otherwise modified prior to the date hereof, the "Existing Credit Agreement"), among the Borrower, the Administrative Agent, and the Lenders party thereto from time to time, which Existing Credit Agreement provides for a revolving credit facility in the aggregate principal amount of Five Hundred Million Dollars ($500,000,000) (the "Revolving Credit Facility"). Capitalized terms used but not otherwise defined herein shall have the meanings assigned to such terms in the Existing Credit Agreement.

RECITALS

A. Existing Credit Facility. The Borrower, the Administrative Agent, and the Lenders are parties to the Existing Credit Agreement, pursuant to which the Lenders have made available to the Borrower the Revolving Credit Facility, providing for revolving credit commitments in the aggregate amount of Five Hundred Million Dollars ($500,000,000), bearing interest at a rate per annum equal to the Adjusted Term SOFR Rate plus 200 basis points, and maturing in March 2029. The Revolving Credit Facility is secured by a first-priority lien on substantially all assets of the Borrower and its subsidiary guarantors pursuant to the Guarantee and Collateral Agreement dated as of March 15, 2023.

B. Proposed Acquisition. The Borrower proposes to acquire one hundred percent (100%) of the issued and outstanding capital stock of NovaMart Global Inc., a Delaware corporation ("NovaMart" or the "Target"), from the selling stockholders of NovaMart (the "Selling Stockholders"), pursuant to that certain Stock Purchase Agreement, dated as of May 20, 2025 (the "Acquisition Agreement"), by and among the Borrower, NovaMart, and the Selling Stockholders party thereto (the "Acquisition"). The aggregate purchase price for the Acquisition is One Billion Two Hundred Million Dollars ($1,200,000,000) in cash (the "Purchase Price"). NovaMart is headquartered at 1100 Congress Avenue, Suite 800, Austin, Texas 78701, and is an online marketplace platform operating in the ecommerce technology and logistics software-as-a-service sectors.

C. Proposed Financing. In connection with the Acquisition, the Borrower intends to fund the Purchase Price and related transaction costs through the following sources: (a) the incurrence of a new Senior Secured Term Loan B facility in the aggregate principal amount of Seven Hundred Fifty Million Dollars ($750,000,000) (the "Term Loan B Facility") pursuant to a credit agreement to be entered into among the Borrower, Cornerstone National Bank, N.A., as Administrative Agent, Caluvori Capital Partners, Inc., as Co-Lead Arranger, and the lenders party thereto from time to time; (b) a draw of Two Hundred Million Dollars ($200,000,000) under the Revolving Credit Facility; and (c) the use of Two Hundred Fifty Million Dollars ($250,000,000) of existing cash on hand. The total sources of funding for the Acquisition equal One Billion Two Hundred Million Dollars ($1,200,000,000), allocated to the Purchase Price, plus approximately Forty-Seven Million Three Hundred Thousand Dollars ($47,300,000) in estimated transaction costs to be funded from the Borrower's working capital. The commitment letter for the Term Loan B Facility, dated May 15, 2025 (Reference No. CL-2025-0515-CRNB), has been executed by Cornerstone National Bank, N.A. and Caluvori Capital Partners, Inc.

D. Purpose of Amendment. Certain provisions of the Existing Credit Agreement, including the negative covenants relating to acquisitions and investments, indebtedness, liens, and fundamental changes, restrict the Borrower's ability to consummate the Acquisition, incur indebtedness under the Term Loan B Facility, and draw Two Hundred Million Dollars ($200,000,000) under the Revolving Credit Facility at the closing of the Acquisition. In addition, the financial covenants set forth in the Existing Credit Agreement require adjustment to accommodate the pro forma leverage profile of the Borrower following the consummation of the Acquisition. Accordingly, the Borrower has requested that the Lenders amend the Existing Credit Agreement to (i) permit the Acquisition and the related transactions contemplated thereby, (ii) permit the incurrence of indebtedness under the Term Loan B Facility and the granting of liens in connection therewith, (iii) modify the financial covenants to provide for temporary step-ups in permitted leverage ratios, (iv) add a new Senior Secured Net Leverage Ratio covenant, and (v) make certain other amendments and modifications as more fully set forth herein.

E. Lender Consent. The Required Lenders (as defined in the Existing Credit Agreement) have agreed to amend the Existing Credit Agreement on the terms and subject to the conditions set forth herein. This Amendment constitutes the written consent of the Required Lenders required under Section 10.01 of the Existing Credit Agreement.

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

ARTICLE I — DEFINITIONS

Section 1.01 Defined Terms. Section 1.01 of the Existing Credit Agreement is hereby amended to add the following defined terms in appropriate alphabetical order (or, in the case of terms already defined therein, to amend and restate such definitions in their entirety as set forth below):

"Acquisition" means the acquisition by the Borrower of one hundred percent (100%) of the issued and outstanding capital stock of NovaMart Global Inc. pursuant to and in accordance with the terms of the Acquisition Agreement.

"Acquisition Agreement" means that certain Stock Purchase Agreement, dated as of May 20, 2025, by and among the Borrower, NovaMart Global Inc., and the Selling Stockholders party thereto, together with all schedules, exhibits, disclosure letters, and annexes thereto, as the same may be amended, supplemented, restated, or otherwise modified from time to time in accordance with the terms of this Agreement. A true, correct, and complete copy of the Acquisition Agreement has been delivered to the Administrative Agent.

"Acquisition Closing Date" means the date on which the closing of the Acquisition occurs pursuant to Article II of the Acquisition Agreement. The Acquisition Closing Date is targeted for October 15, 2025; the outside date for consummation of the Acquisition under the Acquisition Agreement is December 31, 2025 (the "Outside Date").

"Escrow Amount" means Ninety-Six Million Dollars ($96,000,000), representing eight percent (8%) of the Purchase Price, to be deposited into an escrow account maintained with Marlowe Asset Management Trust Company, N.A. at the Acquisition Closing Date, which escrow funds shall be held and disbursed in accordance with the terms of the Escrow Agreement entered into in connection with the Acquisition Agreement.

"NovaMart" or "Target" means NovaMart Global Inc., a Delaware corporation, with its principal offices located at 1100 Congress Avenue, Suite 800, Austin, Texas 78701 (EIN: 84-3291547).

"NovaShip" means NovaMart's proprietary logistics network consisting of fourteen (14) fulfillment centers operating across nine (9) states (California, New Jersey, Georgia, Ohio, Illinois, Pennsylvania, Tennessee, Florida, and Washington), together with the related technology platform, warehouse management systems, and transportation management infrastructure.

"Permitted Acquisition Indebtedness" means, collectively, (a) Indebtedness incurred under the Term Loan B Credit Agreement in an aggregate principal amount not to exceed Seven Hundred Fifty Million Dollars ($750,000,000), and (b) Revolving Loans drawn in connection with the Acquisition in an aggregate principal amount not to exceed Two Hundred Million Dollars ($200,000,000), in each case incurred in connection with the financing of the Acquisition and the payment of the Purchase Price and related transaction costs.

"Purchase Price" means One Billion Two Hundred Million Dollars ($1,200,000,000) in cash, subject to customary adjustments for working capital, indebtedness, cash, and transaction expenses as set forth in the Acquisition Agreement.

"R&W Insurance Policy" means the representations and warranties insurance policy issued by Meridian Specialty Insurance Company (Policy No. MSI-RWI-2025-07832), with a policy limit of Two Hundred Sixteen Million Dollars ($216,000,000) and a retention of Twelve Million Dollars ($12,000,000), obtained by the Borrower in connection with the Acquisition.

"Selling Stockholders" means, collectively, Ridgeline Equity Partners, LP, Brindoval Ventures Fund III, LP, Julian Reeves, Priya Narasimhan, and the other stockholders of NovaMart party to the Acquisition Agreement, and "Selling Stockholder" means any one of them.

"Stockholder Representative" means Ridgeline Equity Partners, LP (acting through Franklin Osei, its designated representative), in its capacity as the representative of the Selling Stockholders under the Acquisition Agreement.

"Target Existing Indebtedness" means the existing revolving credit facility of NovaMart in the aggregate principal amount of One Hundred Fifty Million Dollars ($150,000,000) with Ashford Savings Bank, N.A., as administrative agent and lender, together with all obligations and liabilities of NovaMart and its subsidiaries thereunder, including all outstanding principal, accrued and unpaid interest, fees, and other amounts owing thereunder, which shall be repaid in full and terminated, and all liens securing the obligations thereunder shall be released, on or prior to the Acquisition Closing Date.

"Term Loan B Agent" means Cornerstone National Bank, N.A., in its capacity as administrative agent under the Term Loan B Credit Agreement, together with its successors and assigns in such capacity.

"Term Loan B Credit Agreement" means the credit agreement to be entered into on or about the Acquisition Closing Date in connection with the Term Loan B Facility, among the Borrower, as borrower, the Term Loan B Agent, as administrative agent, Caluvori Capital Partners, Inc., as Co-Lead Arranger, and the lenders party thereto from time to time, as the same may be amended, supplemented, restated, or otherwise modified from time to time in accordance with the terms of the Intercreditor Agreement.

"Term Loan B Facility" means the senior secured term loan B facility in the aggregate principal amount of Seven Hundred Fifty Million Dollars ($750,000,000), bearing interest at a rate per annum equal to the Adjusted Term SOFR Rate plus 275 basis points, with a seven (7)-year maturity from the date of funding and one percent (1%) per annum amortization, as more fully described in the Term Loan B Credit Agreement and as summarized in Schedule II hereto.

Section 1.02 Other Interpretive Provisions.

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

(b) Terms that are defined in the Acquisition Agreement and that are used but not otherwise defined herein or in the Existing Credit Agreement shall have the meanings assigned to such terms in the Acquisition Agreement, provided that no amendment, supplement, or modification of the Acquisition Agreement that would have the effect of changing such definitions in a manner materially adverse to the Lenders shall be effective for purposes of this Amendment without the prior written consent of the Required Lenders.

(c) The rules of interpretation set forth in Section 1.02 of the Existing Credit Agreement shall apply to this Amendment mutatis mutandis, including with respect to the use of the terms "herein," "hereof," "hereunder," and similar words, which shall refer to this Amendment as a whole and not to any particular section or provision hereof.

ARTICLE II — AMENDMENTS TO THE EXISTING CREDIT AGREEMENT

Effective as of the Amendment Effective Date (as defined in Section 3.01 below), the Existing Credit Agreement is hereby amended as follows:

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

Section 7.04 of the Existing Credit Agreement (Investments; Acquisitions) is hereby amended by adding a new clause (m) at the end thereof to read as follows:

"(m) Permitted Acquisition of NovaMart. The Acquisition, provided that each of the following conditions shall have been satisfied:

(i) The Acquisition shall be consummated in all material respects in accordance with the terms and conditions of the Acquisition Agreement, without giving effect to any amendment, waiver, supplement, or other modification thereof that is materially adverse to the Lenders (including any reduction in the Purchase Price by more than ten percent (10%) or any material change to the structure of the Acquisition or the consideration payable thereunder) unless such amendment, waiver, supplement, or modification shall have been consented to in writing by the Required Lenders;

(ii) The aggregate consideration paid or payable by the Borrower in connection with the Acquisition (including the Purchase Price, any working capital adjustment payable pursuant to Section 2.6 of the Acquisition Agreement, and all estimated transaction costs and expenses incurred by the Borrower in connection therewith) shall not exceed One Billion Two Hundred Forty-Seven Million Three Hundred Thousand Dollars ($1,247,300,000) (representing the sum of the Purchase Price of $1,200,000,000 plus estimated transaction costs of approximately $47,300,000);

(iii) After giving pro forma effect to the Acquisition, the incurrence of the Permitted Acquisition Indebtedness, the funding of the Term Loan B Facility, the drawing of $200,000,000 under the Revolving Credit Facility, and the use of $250,000,000 of cash on hand, no Default or Event of Default shall exist or would result therefrom;

(iv) The Borrower shall have delivered to the Administrative Agent a pro forma compliance certificate, in substantially the form attached hereto as Exhibit A, demonstrating compliance with the financial covenants set forth in Section 7.11 (as amended by this First Amendment) on a pro forma basis after giving effect to the Acquisition and the related financing, utilizing the Borrower's Consolidated EBITDA for the most recently completed four fiscal quarter period and including NovaMart's EBITDA for the corresponding period;

(v) The Target Existing Indebtedness, being the One Hundred Fifty Million Dollar ($150,000,000) revolving credit facility of NovaMart with Ashford Savings Bank, N.A., shall be repaid in full and terminated, and all Liens securing obligations under such facility shall be released and all guarantees delivered in connection therewith shall be terminated, on or prior to the Acquisition Closing Date, and the Borrower shall have delivered to the Administrative Agent evidence of such repayment, termination, and release in form and substance reasonably satisfactory to the Administrative Agent;

(vi) All necessary regulatory approvals required for the consummation of the Acquisition shall have been obtained, including the expiration or early termination of the waiting period (and any extension thereof) applicable to the Acquisition under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and the rules and regulations promulgated thereunder;

(vii) Within sixty (60) days following the Acquisition Closing Date (or such later date as the Administrative Agent may agree in its reasonable discretion), (A) NovaMart and each of its subsidiaries (other than any Excluded Subsidiaries) shall have executed and delivered to the Administrative Agent a Joinder Agreement, in substantially the form attached hereto as Exhibit C, pursuant to which each such entity shall become a Subsidiary Guarantor under the Guarantee and Collateral Agreement, (B) NovaMart and each of its subsidiaries (other than any Excluded Subsidiaries) shall have pledged substantially all of their respective assets (including all equity interests held in their respective subsidiaries, intellectual property, equipment, accounts receivable, deposit accounts, and other personal property) as Collateral securing the Obligations under this Agreement and the other Loan Documents, and (C) the Borrower shall have delivered or caused to be delivered such UCC financing statements, intellectual property security agreements, deposit account control agreements, landlord waivers, mortgage instruments, and other perfection documents as the Administrative Agent may reasonably request in connection therewith; and

(viii) The Borrower shall have delivered to the Administrative Agent such other documents, instruments, and certificates as the Administrative Agent may reasonably request in connection with the Acquisition."

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

Section 7.02 of the Existing Credit Agreement (Indebtedness) is hereby amended by adding a new clause (n) at the end thereof to read as follows:

"(n) Permitted Acquisition Indebtedness — Term Loan B Facility. Indebtedness incurred by the Borrower under the Term Loan B Credit Agreement in an aggregate principal amount not to exceed Seven Hundred Fifty Million Dollars ($750,000,000), bearing interest at a rate per annum equal to the Adjusted Term SOFR Rate plus 275 basis points, with a seven (7)-year maturity from the date of funding and one percent (1%) per annum amortization; provided that:

(i) such Indebtedness shall be incurred solely in connection with the financing of the Acquisition;

(ii) such Indebtedness shall be secured by Liens on the Collateral on a pari passu basis with the Liens securing the Obligations under this Agreement, pursuant to an Intercreditor Agreement between the Administrative Agent and the Term Loan B Agent in form and substance reasonably satisfactory to the Administrative Agent;

(iii) the Term Loan B Credit Agreement shall contain terms and conditions (including financial covenants, events of default, and representations and warranties) reasonably satisfactory to the Administrative Agent (it being understood that the terms described in the Commitment Letter dated May 15, 2025 (Reference No. CL-2025-0515-CRNB) are satisfactory to the Administrative Agent);

(iv) the net cash proceeds of such Indebtedness shall be applied solely to fund, together with the other sources contemplated hereby, the Purchase Price and related transaction costs; and

(v) such Indebtedness shall constitute "Permitted Acquisition Indebtedness" for all purposes under this Agreement.

For the avoidance of doubt, Revolving Loans drawn in connection with the Acquisition in an aggregate principal amount not to exceed Two Hundred Million Dollars ($200,000,000) shall also constitute Permitted Acquisition Indebtedness."

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

Section 7.01 of the Existing Credit Agreement (Liens) is hereby amended by adding a new clause (p) at the end thereof to read as follows:

"(p) Liens Securing the Term Loan B Facility. Liens on the Collateral (and on additional assets of NovaMart and its subsidiaries pledged as Collateral after the Acquisition Closing Date) securing the Indebtedness incurred under the Term Loan B Credit Agreement permitted under Section 7.02(n), provided that:

(i) such Liens shall be subject to and governed by the Intercreditor Agreement between the Administrative Agent and the Term Loan B Agent;

(ii) such Liens shall rank pari passu in priority with the Liens securing the Obligations under this Agreement; and

(iii) the scope of the collateral subject to such Liens shall not be broader than the scope of the Collateral securing the Obligations under this Agreement (unless such additional collateral is simultaneously pledged to secure the Obligations under this Agreement on an equal and ratable basis)."

In addition, Section 7.01 of the Existing Credit Agreement is further amended to add the following sentence at the end thereof:

"For the avoidance of doubt, all existing Liens of Ashford Savings Bank, N.A. on the assets of NovaMart and its subsidiaries securing the Target Existing Indebtedness shall be released upon the repayment in full and termination of the Target Existing Indebtedness on or prior to the Acquisition Closing Date. The Borrower shall deliver, or cause to be delivered, to the Administrative Agent evidence of such release in form and substance reasonably satisfactory to the Administrative Agent, including UCC-3 termination statements and releases or discharges of any recorded security instruments."

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

Section 7.03 of the Existing Credit Agreement (Fundamental Changes) is hereby amended by adding a new clause (e) at the end thereof to read as follows:

"(e) Permitted Acquisition. The consummation of the Acquisition in accordance with the terms and conditions of this Agreement (as amended by the First Amendment) and the Acquisition Agreement, provided that (i) following the Acquisition Closing Date, NovaMart shall remain a direct, wholly owned subsidiary of the Borrower, (ii) NovaMart shall at all times remain organized under the laws of the State of Delaware, and (iii) neither NovaMart nor any of its subsidiaries shall merge into, consolidate with, or transfer substantially all of its assets to any Person other than the Borrower or another wholly owned subsidiary of the Borrower, unless otherwise permitted under this Section 7.03."

Section 2.05 Amendment to Negative Covenant on Restricted Payments (Section 7.06 of the Existing Credit Agreement).

For the avoidance of doubt, the parties hereto acknowledge and agree that the Purchase Price payable by the Borrower in connection with the Acquisition constitutes consideration for the acquisition of the capital stock of NovaMart and does not constitute a "Restricted Payment" as defined in Section 7.06 of the Existing Credit Agreement. The payment of the Purchase Price is an investment in an acquired entity and is governed by Section 7.04 (as amended hereby) rather than Section 7.06. No amendment to Section 7.06 is required in connection with this Amendment. The following clarifying language is added to Section 7.06 of the Existing Credit Agreement:

"For the avoidance of doubt, the payment of the Purchase Price and any other amounts payable by the Borrower pursuant to the Acquisition Agreement in connection with the Acquisition (including any working capital adjustment, earnout payments, and indemnification payments) shall not constitute Restricted Payments for purposes of this Section 7.06."

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

Section 7.11 of the Existing Credit Agreement (Financial Covenants) is hereby amended and restated in its entirety to read as follows:

"Section 7.11 Financial Covenants.

(a) Maximum Total Net Leverage Ratio. The Borrower shall not permit the Total Net Leverage Ratio, as of the last day of any fiscal quarter of the Borrower, to exceed the ratio set forth below opposite such fiscal quarter:

For purposes of this Section 7.11(a), the "Total Net Leverage Ratio" means, as of the last day of any fiscal quarter of the Borrower, the ratio of (x) Consolidated Total Debt as of such date minus Unrestricted Cash as of such date (provided that Unrestricted Cash shall not exceed $300,000,000 for purposes of this calculation) to (y) Consolidated EBITDA for the period of four consecutive fiscal quarters ending on such date. For the first four fiscal quarters following the Acquisition Closing Date, Consolidated EBITDA shall be calculated on a pro forma basis giving effect to the Acquisition as if the Acquisition had occurred on the first day of the applicable four fiscal quarter period, including NovaMart's EBITDA of One Hundred Thirty-Four Million Dollars ($134,000,000) for the fiscal year ended December 31, 2024 (annualized and adjusted as applicable for any partial period), and the Acquisition-related Indebtedness (being Seven Hundred Fifty Million Dollars ($750,000,000) under the Term Loan B Facility and Two Hundred Million Dollars ($200,000,000) under the Revolving Credit Facility) shall be included in Consolidated Total Debt for such period.

(b) Minimum Interest Coverage Ratio. The Borrower shall not permit the Interest Coverage Ratio, as of the last day of any fiscal quarter of the Borrower, to be less than the ratio set forth below opposite such fiscal quarter:

For purposes of this Section 7.11(b), the "Interest Coverage Ratio" means, as of the last day of any fiscal quarter of the Borrower, the ratio of (x) Consolidated EBITDA for the period of four consecutive fiscal quarters ending on such date to (y) Consolidated Interest Expense for such period. For the first four fiscal quarters following the Acquisition Closing Date, Consolidated EBITDA and Consolidated Interest Expense shall each be calculated on a pro forma basis giving effect to the Acquisition, the Term Loan B Facility, and the Revolving Loans drawn in connection with the Acquisition, as if each had occurred on the first day of the applicable four fiscal quarter period.

(c) Maximum Senior Secured Net Leverage Ratio. At all times following the Acquisition Closing Date, the Borrower shall not permit the Senior Secured Net Leverage Ratio, as of the last day of any fiscal quarter of the Borrower, to exceed 3.50 to 1.00. This covenant shall be tested on a quarterly basis as of the last day of each fiscal quarter. For purposes of this Section 7.11(c), the "Senior Secured Net Leverage Ratio" means, as of the last day of any fiscal quarter of the Borrower, the ratio of (x) Consolidated Senior Secured Debt as of such date minus Unrestricted Cash as of such date (provided that Unrestricted Cash shall not exceed $300,000,000 for purposes of this calculation) to (y) Consolidated EBITDA for the period of four consecutive fiscal quarters ending on such date. "Consolidated Senior Secured Debt" means, as of any date of determination, the aggregate principal amount of Consolidated Total Debt that is secured by a Lien on any assets of the Borrower or any of its subsidiaries. For the first four fiscal quarters following the Acquisition Closing Date, the Senior Secured Net Leverage Ratio shall be calculated on a pro forma basis giving effect to the Acquisition."

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

Section 2.05 of the Existing Credit Agreement (Mandatory Prepayments) is hereby amended to add the following provisions:

(a) No Mandatory Prepayment Upon Acquisition. Notwithstanding anything to the contrary contained in Section 2.05 of the Existing Credit Agreement, the consummation of the Acquisition shall not, in and of itself, trigger any mandatory prepayment obligation with respect to the Revolving Loans under the Revolving Credit Facility.

(b) Asset Sale Exclusion. For the avoidance of doubt, the mandatory prepayment provisions of Section 2.05(b) of the Existing Credit Agreement relating to Net Cash Proceeds of Asset Sales shall not apply to (i) the Acquisition or any payments made by the Borrower pursuant to the Acquisition Agreement, (ii) the deposit of the Escrow Amount with Marlowe Asset Management Trust Company, N.A. or any release of funds from such escrow account to the Selling Stockholders in accordance with the Acquisition Agreement and the related Escrow Agreement, or (iii) any working capital adjustments payable to or receivable from the Selling Stockholders under the Acquisition Agreement.

(c) Coordination with Term Loan B Mandatory Prepayments. The application and coordination of mandatory prepayment provisions as between the Revolving Credit Facility and the Term Loan B Facility (including, without limitation, provisions relating to excess cash flow sweeps, asset sale proceeds, casualty event proceeds, and extraordinary receipts) shall be governed by and subject to the terms of the Intercreditor Agreement to be entered into between the Administrative Agent and the Term Loan B Agent.

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

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

"Section 5.21 Acquisition Agreement. The Acquisition Agreement has been duly authorized, executed, and delivered by the Borrower and constitutes a legal, valid, and binding obligation of the Borrower, enforceable against the Borrower in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, and other similar laws affecting creditors' rights generally and to general principles of equity. The copy of the Acquisition Agreement (together with all schedules, exhibits, and disclosure letters thereto) delivered to the Administrative Agent is true, correct, and complete in all material respects as of the date of delivery.

Section 5.22 No Violation. The consummation of the Acquisition and the transactions contemplated by the Acquisition Agreement and this Amendment do not and will not (a) violate any provision of law, statute, rule, or regulation applicable to the Borrower or any of its subsidiaries, (b) conflict with or result in a breach of, or constitute a default under, the Borrower's certificate of incorporation or bylaws, or any material agreement, instrument, or obligation to which the Borrower or any of its subsidiaries is a party or by which any of its or their properties or assets are bound, or (c) result in the creation or imposition of any Lien upon any of the properties or assets of the Borrower or any of its subsidiaries, other than Liens permitted under this Agreement.

Section 5.23 Governmental Approvals. All governmental approvals required in connection with the execution, delivery, and performance by the Borrower of this Amendment and the consummation of the Acquisition have been obtained or will be obtained prior to the Acquisition Closing Date, including, without limitation, the expiration or early termination of the waiting period (and any extension thereof) applicable to the Acquisition under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the HSR Act filing having been submitted on April 11, 2025, and a Second Request having been issued by the Department of Justice on May 8, 2025, with HSR clearance expected in September or October 2025). No other governmental filing, registration, authorization, consent, or approval is required in connection with this Amendment, other than filings required to be made following the Acquisition Closing Date in the ordinary course.

Section 5.24 Solvency. After giving pro forma effect to the Acquisition, the incurrence of the Permitted Acquisition Indebtedness, the repayment and termination of the Target Existing Indebtedness, and the payment of all estimated transaction costs and expenses in connection therewith, the Borrower and its subsidiaries, on a consolidated basis (including NovaMart and its subsidiaries), are Solvent. For purposes of this Section 5.24, "Solvent" means, with respect to the Borrower and its subsidiaries on a consolidated basis, that (i) the fair value of the assets of the Borrower and its subsidiaries exceeds their total liabilities (including contingent liabilities), (ii) the Borrower and its subsidiaries are able to pay their debts and liabilities, contingent obligations, and other commitments as they mature in the ordinary course of business, and (iii) the Borrower and its subsidiaries do not have unreasonably small capital with which to conduct their business.

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

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

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

Article VI of the Existing Credit Agreement is hereby amended to add the following new Sections 6.14 through 6.17:

"Section 6.14 Post-Acquisition Reporting. Within ninety (90) days following the Acquisition Closing Date, the Borrower shall deliver to the Administrative Agent each of the following:

(a) Audited consolidated financial statements of the Borrower (including NovaMart and its subsidiaries on a consolidated basis) for the most recently completed fiscal year, prepared in accordance with GAAP and audited by an independent registered public accounting firm of nationally recognized standing, together with an unqualified opinion of such accounting firm;

(b) An updated organizational chart reflecting the corporate structure of the Borrower and all of its subsidiaries (including NovaMart and all of NovaMart's subsidiaries), identifying each entity's jurisdiction of organization, ownership percentages, and status as a Subsidiary Guarantor or Excluded Subsidiary; and

(c) Evidence, in form and substance reasonably satisfactory to the Administrative Agent, that NovaMart and each of its subsidiaries required to become Subsidiary Guarantors have executed and delivered Joinder Agreements to the Guarantee and Collateral Agreement, have pledged substantially all of their respective assets as Collateral, and have delivered all required perfection documents.

Section 6.15 Updated Compliance Certificate. Commencing with the first fiscal quarter ending after the Amendment Effective Date, the form of quarterly compliance certificate required to be delivered pursuant to Section 6.02 shall be updated to include calculations of (a) the Total Net Leverage Ratio (as amended by this First Amendment), (b) the Interest Coverage Ratio (as amended by this First Amendment), and (c) the Senior Secured Net Leverage Ratio (as added by this First Amendment), in each case in substantially the form attached to this First Amendment as Exhibit A. For any compliance certificate covering a period that includes the Acquisition Closing Date, such calculations shall be presented on both an actual and a pro forma basis.

Section 6.16 Insurance.

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

(b) Without limiting the generality of the foregoing, the Borrower shall maintain (or cause to be maintained) the following insurance policies in connection with the Acquisition:

(i) the R&W Insurance Policy issued by Meridian Specialty Insurance Company (Policy No. MSI-RWI-2025-07832), with a policy limit of Two Hundred Sixteen Million Dollars ($216,000,000) and a retention of Twelve Million Dollars ($12,000,000), which policy shall remain in full force and effect in accordance with its terms; and

(ii) the directors' and officers' tail insurance policy issued by Sovereign Assurance Group Ltd. for a period of six (6) years following the Acquisition Closing Date, covering the former directors and officers of NovaMart (the "D&O Tail Policy"), for which a premium of One Million Eight Hundred Thousand Dollars ($1,800,000) has been or will be paid.

Section 6.17 Material Contract Consents. The Borrower shall use commercially reasonable efforts to obtain, as promptly as practicable following the Acquisition Closing Date (and in any event within one hundred twenty (120) days following the Acquisition Closing Date, or such later date as the Administrative Agent may agree in its reasonable discretion), all consents, approvals, waivers, and authorizations required under NovaMart's material contracts (approximately thirty-four (34) contracts containing change of control or assignment provisions) in connection with the consummation of the Acquisition. Without limiting the foregoing, the Borrower shall use commercially reasonable efforts to obtain consents from the following counterparties:

(i) Pinnacle Cloud Solutions Inc. (cloud infrastructure services agreement);

(ii) Redline Freight Corp. (logistics and transportation services agreement);

(iii) Arcwave Software LLC (enterprise software licensing agreement);

(iv) Congress Tower Partners LP (office lease for NovaMart's Austin headquarters);

(v) Stratton Digital Media Inc. (digital advertising and marketing services agreement); and

(vi) PayStream Financial Technologies Inc. (payment processing and merchant services agreement).

The Borrower shall promptly notify the Administrative Agent of any failure to obtain any such consent that could reasonably be expected to have a Material Adverse Effect on NovaMart and its subsidiaries, taken as a whole."

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

Article VIII of the Existing Credit Agreement is hereby amended to add the following new Sections 8.01(l), 8.01(m), and 8.01(n):

"(l) Cross-Default to Term Loan B. The occurrence of any "Event of Default" (as such term is defined in the Term Loan B Credit Agreement) under the Term Loan B Credit Agreement that results in the acceleration of the Indebtedness under the Term Loan B Facility or that permits the Term Loan B Agent or the Required Lenders (as defined in the Term Loan B Credit Agreement) to declare such Indebtedness to be due and payable or to exercise remedies with respect to the collateral securing such Indebtedness. For the avoidance of doubt, a default under the Term Loan B Credit Agreement that has not resulted in, and does not permit, such acceleration shall not constitute an Event of Default under this clause (l), provided that nothing in this clause (l) shall limit the applicability of any other Event of Default under this Article VIII.

(m) Cross-Default to Acquisition Agreement. The termination of the Acquisition Agreement by NovaMart or the Selling Stockholders as a result of a willful and material breach by the Borrower of its obligations under the Acquisition Agreement, or the payment by the Borrower of the reverse termination fee of Thirty Million Dollars ($30,000,000) pursuant to the Acquisition Agreement; provided that such termination or payment shall constitute an Event of Default under this clause (m) only if, at the time of such termination or payment, any Revolving Loans drawn in connection with the Acquisition remain outstanding and have not been repaid in full. For the avoidance of doubt, the termination of the Acquisition Agreement for any reason other than a willful and material breach by the Borrower, or the receipt by the Borrower of the forward termination fee from NovaMart or the Selling Stockholders, shall not constitute an Event of Default.

(n) Material Adverse Effect on NovaMart. Following the Acquisition Closing Date only, the occurrence of a Material Adverse Effect with respect to NovaMart and its subsidiaries, taken as a whole, that has a material adverse effect on the ability of the Borrower to perform its payment obligations or any other material obligations under this Agreement or any other Loan Document. For purposes of this clause (n), "Material Adverse Effect" with respect to NovaMart shall have the meaning assigned to such term in the Acquisition Agreement as in effect on the date of the First Amendment."

Section 2.11 Addition of Intercreditor Provisions.

The Existing Credit Agreement is hereby amended to add a new Section 9.14 to Article IX (Administrative Agent) as follows:

"Section 9.14 Intercreditor Agreement.

(a) The Administrative Agent is hereby authorized and directed by the Lenders (and each Lender hereby consents and agrees) to enter into an Intercreditor Agreement (or to execute and deliver a joinder or supplement to any existing intercreditor agreement) with the Term Loan B Agent, establishing the relative rights, priorities, and remedies of the Revolving Credit Facility and the Term Loan B Facility with respect to the shared Collateral. Such Intercreditor Agreement shall be on terms customary for pari passu first lien facilities and shall include, without limitation, provisions regarding:

(i) pari passu sharing of Collateral and equal priority of Liens securing the Obligations under this Agreement and the Indebtedness under the Term Loan B Credit Agreement;

(ii) a waterfall for the application and distribution of proceeds of Collateral upon enforcement, providing for pro rata sharing among the Revolving Credit Facility and the Term Loan B Facility based on the respective outstanding amounts of the Obligations and Term Loan B Indebtedness;

(iii) standstill and cooperation provisions restricting the ability of either the Administrative Agent or the Term Loan B Agent to exercise remedies against the Collateral during specified standstill periods following a default;

(iv) turn provisions governing which agent shall have the right to direct the exercise of remedies against the Collateral at any given time, with such right initially allocated to the agent representing the larger facility (by outstanding amount);

(v) consent rights regarding debtor-in-possession financing in the event of a bankruptcy or insolvency proceeding involving the Borrower or any of its subsidiaries;

(vi) automatic release of Liens upon any disposition of Collateral permitted under this Agreement and the Term Loan B Credit Agreement; and

(vii) customary provisions regarding amendments, waivers, and supplements to the Intercreditor Agreement.

(b) Each Lender acknowledges and agrees that the Intercreditor Agreement, once executed and delivered, shall be binding on each Lender and its successors and assigns, and each Lender hereby authorizes and directs the Administrative Agent to execute, deliver, and perform the Intercreditor Agreement and any related documents, instruments, or agreements on behalf of the Lenders."

Section 2.12 Amendment to Borrowing Procedures for Acquisition Drawing.

Section 2.02 of the Existing Credit Agreement (Borrowing of Revolving Loans) is hereby amended to add the following provision at the end thereof:

"Notwithstanding the foregoing provisions of this Section 2.02, in connection with the funding of Revolving Loans on the Acquisition Closing Date in an aggregate principal amount of up to Two Hundred Million Dollars ($200,000,000) for the purpose of funding a portion of the Purchase Price and related transaction costs, the Borrower may submit a single Borrowing Request for such Revolving Loans with a notice period of not less than one (1) Business Day prior to the Acquisition Closing Date (rather than the three (3) Business Day notice period otherwise required by this Section 2.02). Such Borrowing Request shall specify the aggregate amount of the Revolving Loans to be drawn, the proposed Acquisition Closing Date, and the applicable interest period. The proceeds of such Revolving Loans shall be disbursed in accordance with the Funds Flow Memorandum delivered by the Borrower to the Administrative Agent, which Funds Flow Memorandum shall direct wire transfers of immediately available funds to, among others:

(i) Marlowe Asset Management Trust Company, N.A. (for the deposit of the Escrow Amount of $96,000,000);

(ii) the paying agent designated in the Acquisition Agreement or directly to the Selling Stockholders (for the payment of the net cash consideration of $1,104,000,000 in the aggregate);

(iii) Ashford Savings Bank, N.A. (for the repayment in full of the Target Existing Indebtedness, in an estimated aggregate amount of approximately $143,200,000 representing outstanding principal plus accrued and unpaid interest and fees); and

(iv) the various advisors, counsel, and other service providers (for the payment of transaction costs and expenses).

The Administrative Agent shall be entitled to rely conclusively on the Funds Flow Memorandum delivered by the Borrower and shall have no obligation to verify the accuracy of the amounts or recipients set forth therein."

ARTICLE III — CONDITIONS TO EFFECTIVENESS

Section 3.01 Conditions Precedent to Amendment Effective Date.

This Amendment shall become effective on the date (the "Amendment Effective Date") on which each of the following conditions precedent shall have been satisfied or waived by the Administrative Agent:

(a) Execution and Delivery. The Administrative Agent shall have received counterparts of this Amendment, duly executed and delivered by the Borrower, the Administrative Agent, and the Required Lenders (or, in the case of any Lender, the Administrative Agent shall have received written evidence satisfactory to it that such Lender has executed and delivered this Amendment).

(b) Acquisition Agreement. The Administrative Agent shall have received a true, correct, and complete copy of the fully executed Acquisition Agreement, including all schedules, exhibits, disclosure letters, and annexes thereto. The Administrative Agent shall have had a reasonable opportunity to review such Acquisition Agreement, and the terms thereof shall be satisfactory to the Administrative Agent in its reasonable discretion.

(c) Term Loan B Commitment Letter. The Administrative Agent shall have received a true, correct, and complete copy of the executed Commitment Letter dated May 15, 2025 (Reference No. CL-2025-0515-CRNB) from Cornerstone National Bank, N.A. and Caluvori Capital Partners, Inc. for the Term Loan B Facility, together with any fee letters and engagement letters delivered in connection therewith (which fee letters and engagement letters may be redacted as to economic terms), and the terms thereof shall be satisfactory to the Administrative Agent in its reasonable discretion.

(d) Board Resolutions. The Administrative Agent shall have received a certified copy of the resolutions of the Board of Directors of Cascade Retail Holdings Inc. (adopted on May 20, 2025, including the approval of Chief Executive Officer Margaret "Meg" Alderton), authorizing the execution, delivery, and performance by the Borrower of this Amendment, the consummation of the Acquisition, and the incurrence of the Permitted Acquisition Indebtedness, together with a certificate of the Secretary or an Assistant Secretary of the Borrower certifying the incumbency and signatures of the officers executing this Amendment and the other documents delivered in connection herewith.

(e) Officer's Certificate. The Administrative Agent shall have received a certificate of an authorized officer of the Borrower (executed by Rajiv Sundaram, Chief Financial Officer, or Elena Vasquez-Bright, General Counsel), dated as of the Amendment Effective Date, certifying that (i) each of the representations and warranties of the Borrower set forth in this Amendment and in Article V of the Existing Credit Agreement (as amended hereby) is true and correct in all material respects (or, in the case of any representation or warranty qualified by materiality or Material Adverse Effect, in all respects) as of such date (except to the extent any such representation or warranty expressly relates to a specific earlier date, in which case such representation or warranty shall be true and correct as of such earlier date), and (ii) no Default or Event of Default exists on such date or would result from the effectiveness of this Amendment.

(f) Pro Forma Compliance. The Administrative Agent shall have received a pro forma compliance certificate, in substantially the form attached hereto as Exhibit A, demonstrating that, after giving effect to the Acquisition, the incurrence of the Permitted Acquisition Indebtedness, the repayment and termination of the Target Existing Indebtedness, and the use of $250,000,000 of cash on hand, on a pro forma basis as if such transactions had occurred on the last day of the most recently completed fiscal quarter, the Borrower would be in compliance with the financial covenants set forth in Section 7.11 of the Existing Credit Agreement (as amended by this First Amendment). Such pro forma calculations shall utilize Cascade Retail Holdings Inc.'s Consolidated EBITDA for the fiscal year ended December 31, 2024 of One Billion Eight Hundred Thirty Million Dollars ($1,830,000,000) and NovaMart's EBITDA for the fiscal year ended December 31, 2024 of One Hundred Thirty-Four Million Dollars ($134,000,000).

(g) Legal Opinions. The Administrative Agent shall have received a favorable legal opinion of Calderwood & Harkness LLP, counsel to the Borrower, dated as of the Amendment Effective Date, addressed to the Administrative Agent and the Lenders, and covering such customary matters as the Administrative Agent may reasonably request, including (i) due organization, valid existence, and good standing of the Borrower, (ii) corporate power and authority, (iii) due authorization, execution, and delivery, (iv) enforceability of this Amendment and the Existing Credit Agreement as amended hereby (subject to customary exceptions), (v) no conflicts with the Borrower's organizational documents, applicable law, or material agreements, and (vi) no governmental approvals required in connection with this Amendment other than HSR Act clearance in connection with the Acquisition.

(h) Fees and Expenses. The Borrower shall have paid all fees, costs, and expenses then due and payable to the Administrative Agent and the Lenders in connection with this Amendment, including (i) the reasonable and documented fees and out-of-pocket expenses of Ames & Aldgate LLP, Drenvale & Taft LLP, counsel to the Administrative Agent, incurred in connection with the preparation, negotiation, and execution of this Amendment, (ii) any amendment fee payable to the consenting Lenders as separately agreed, and (iii) all other amounts required to be paid or reimbursed by the Borrower under the Existing Credit Agreement in connection with this Amendment.

(i) No Material Adverse Effect. Since December 31, 2024, no event, circumstance, development, or condition shall have occurred or exist that has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect with respect to the Borrower and its subsidiaries, taken as a whole.

(j) KYC / Anti-Money Laundering. The Administrative Agent shall have received, to its reasonable satisfaction, all documentation and other information required by bank regulatory authorities under applicable "know your customer" and anti-money laundering regulations, including the USA PATRIOT Act (Title III of Pub. L. 107-56, as amended), the Bank Secrecy Act (31 U.S.C. § 5311 et seq.), and the beneficial ownership regulations (31 C.F.R. § 1010.230), with respect to NovaMart and each of its subsidiaries, including a completed Beneficial Ownership Certification for NovaMart and each such subsidiary.

Section 3.02 Additional Conditions Precedent to Acquisition Closing Date Draw.

The obligation of the Lenders to fund the Revolving Loans in connection with the Acquisition Closing in an aggregate principal amount of up to Two Hundred Million Dollars ($200,000,000) shall be subject to the satisfaction (or waiver by the Administrative Agent in its reasonable discretion) of each of the following additional conditions precedent (in addition to the conditions to each Revolving Loan borrowing set forth in Article IV of the Existing Credit Agreement):

(a) Acquisition Conditions. All conditions to the closing of the Acquisition set forth in the Acquisition Agreement shall have been satisfied or waived in accordance with the terms of the Acquisition Agreement (other than (i) conditions that by their nature are to be satisfied simultaneously with the closing of the Acquisition and (ii) conditions the waiver of which would not be materially adverse to the interests of the Lenders), and the Acquisition shall be consummated substantially simultaneously with the funding of such Revolving Loans. Without limiting the foregoing, the Administrative Agent shall have received evidence reasonably satisfactory to it that all conditions to closing have been satisfied or waived, including the expiration or early termination of the waiting period under the HSR Act.

(b) Payoff of Target Existing Indebtedness. The Target Existing Indebtedness (being the revolving credit facility of NovaMart with Ashford Savings Bank, N.A.) shall be repaid in full simultaneously with (or immediately prior to) the closing of the Acquisition, and the Administrative Agent shall have received (i) a payoff letter from Ashford Savings Bank, N.A. specifying the total amount required to repay all outstanding obligations under such facility in full (estimated at approximately One Hundred Forty-Three Million Two Hundred Thousand Dollars ($143,200,000) representing outstanding principal plus accrued and unpaid interest, fees, and other amounts), together with a commitment by Ashford Savings Bank, N.A. to deliver lien releases and UCC-3 termination statements upon receipt of such payoff amount, and (ii) evidence of the wire transfer of the payoff amount to Ashford Savings Bank, N.A. or irrevocable wire transfer instructions for the same, in each case in form and substance reasonably satisfactory to the Administrative Agent.

(c) Simultaneous Funding of Term Loan B. The Term Loan B Facility shall be funded in an aggregate principal amount of at least Seven Hundred Fifty Million Dollars ($750,000,000) simultaneously with (or immediately prior to) the Acquisition closing, and the net proceeds thereof shall be available for application to the Purchase Price and related transaction costs.

(d) Funds Flow Memorandum. The Borrower shall have delivered to the Administrative Agent a Funds Flow Memorandum, in form and substance satisfactory to the Administrative Agent, detailing the sources and uses of all funds at the Acquisition closing, including the specific wire transfer instructions for each disbursement, and the Administrative Agent shall have had a reasonable opportunity to review and confirm the accuracy of such Funds Flow Memorandum.

(e) R&W Insurance Policy. The R&W Insurance Policy issued by Meridian Specialty Insurance Company (Policy No. MSI-RWI-2025-07832) shall be in full force and effect, with a policy limit of Two Hundred Sixteen Million Dollars ($216,000,000) and a retention of Twelve Million Dollars ($12,000,000), and the Administrative Agent shall have received a copy of such policy (or a binder evidencing the same) in form and substance reasonably satisfactory to the Administrative Agent.

(f) Insurance Certificates. The Borrower shall have delivered to the Administrative Agent updated insurance certificates evidencing insurance coverage for NovaMart and its subsidiaries in accordance with the requirements of Section 6.07 of the Existing Credit Agreement, naming the Administrative Agent (on behalf of the Lenders) as loss payee and additional insured as applicable.

ARTICLE IV — REPRESENTATIONS AND WARRANTIES OF THE BORROWER

Section 4.01 Representations and Warranties.

The Borrower hereby represents and warrants to the Administrative Agent and each of the Lenders as of the Amendment Effective Date as follows:

(a) Organization; Power; Qualification. The Borrower is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware. The Borrower has all requisite corporate power and authority to own or lease its properties, to conduct its business as currently conducted, and to execute, deliver, and perform this Amendment and the transactions contemplated hereby. The Borrower is duly qualified and in good standing as a foreign corporation in each jurisdiction where the nature of its business or the ownership of its properties requires such qualification, except where the failure to be so qualified could not reasonably be expected to have a Material Adverse Effect. The Borrower's registered agent in Delaware is Capitol Registered Agents LLC, located at 1209 Orange Street, Wilmington, Delaware 19801. The Borrower's common stock is listed on the Nasdaq Global Select Market under the ticker symbol "CRHI." The Borrower's Employer Identification Number (EIN) is 91-2847653.

(b) Authorization. The execution, delivery, and performance by the Borrower of this Amendment, and the consummation of the transactions contemplated hereby (including the Acquisition and the incurrence of the Permitted Acquisition Indebtedness), have been duly authorized by all necessary corporate action on the part of the Borrower, including approval by the Board of Directors of the Borrower at a meeting duly called and held on May 20, 2025. No stockholder approval is required in connection with this Amendment or the Acquisition under applicable law, the Borrower's organizational documents, or the rules and regulations of the Nasdaq Stock Market.

(c) Enforceability. This Amendment constitutes a legal, valid, and binding obligation of the Borrower, enforceable against the Borrower in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium, and other similar laws affecting creditors' rights generally, and subject to general principles of equity (regardless of whether enforcement

FIRST AMENDMENT TO CREDIT AGREEMENT
dated as of
May 20, 2025
among
CASCADE RETAIL HOLDINGS INC., a Delaware corporation, as Borrower,
CORNERSTONE NATIONAL BANK, N.A., a national banking association, as Administrative Agent,
and
THE LENDERS PARTY HERETO
FIRST AMENDMENT TO CREDIT AGREEMENT
This FIRST AMENDMENT TO CREDIT AGREEMENT (this "First Amendment" or this "Amendment"), dated as of May 20, 2025, is entered into by and among:
(1) CASCADE RETAIL HOLDINGS INC., a Delaware corporation (the "Borrower"), with its principal offices located at 4500 Elliott Avenue West, Suite 3200, Seattle, Washington 98119;
(2) CORNERSTONE NATIONAL BANK, N.A., a national banking association, as Administrative Agent for the Lenders (in such capacity, together with its successors and assigns in such capacity, the "Administrative Agent"), with offices at 227 West Monroe Street, Chicago, Illinois 60606; and
(3) The several financial institutions party hereto as lenders (collectively, the "Lenders" and each individually, a "Lender").
PRELIMINARY STATEMENT
Reference is hereby made to that certain Credit Agreement, dated as of March 15, 2023 (as previously amended, supplemented, restated, or otherwise modified prior to the date hereof, the "Existing Credit Agreement"), among the Borrower, the Administrative Agent, and the Lenders party thereto from time to time, which Existing Credit Agreement provides for a revolving credit facility in the aggregate principal amount of Five Hundred Million Dollars ($500,000,000) (the "Revolving Credit Facility"). Capitalized terms used but not otherwise defined herein shall have the meanings assigned to such terms in the Existing Credit Agreement.
RECITALS
A. Existing Credit Facility. The Borrower, the Administrative Agent, and the Lenders are parties to the Existing Credit Agreement, pursuant to which the Lenders have made available to the Borrower the Revolving Credit Facility, providing for revolving credit commitments in the aggregate amount of Five Hundred Million Dollars ($500,000,000), bearing interest at a rate per annum equal to the Adjusted Term SOFR Rate plus 200 basis points, and maturing in March 2029. The Revolving Credit Facility is secured by a first-priority lien on substantially all assets of the Borrower and its subsidiary guarantors pursuant to the Guarantee and Collateral Agreement dated as of March 15, 2023.
B. Proposed Acquisition. The Borrower proposes to acquire one hundred percent (100%) of the issued and outstanding capital stock of NovaMart Global Inc., a Delaware corporation ("NovaMart" or the "Target"), from the selling stockholders of NovaMart (the "Selling Stockholders"), pursuant to that certain Stock Purchase Agreement, dated as of May 20, 2025 (the "Acquisition Agreement"), by and among the Borrower, NovaMart, and the Selling Stockholders party thereto (the "Acquisition"). The aggregate purchase price for the Acquisition is One Billion Two Hundred Million Dollars ($1,200,000,000) in cash (the "Purchase Price"). NovaMart is headquartered at 1100 Congress Avenue, Suite 800, Austin, Texas 78701, and is an online marketplace platform operating in the ecommerce technology and logistics software-as-a-service sectors.
C. Proposed Financing. In connection with the Acquisition, the Borrower intends to fund the Purchase Price and related transaction costs through the following sources: (a) the incurrence of a new Senior Secured Term Loan B facility in the aggregate principal amount of Seven Hundred Fifty Million Dollars ($750,000,000) (the "Term Loan B Facility") pursuant to a credit agreement to be entered into among the Borrower, Cornerstone National Bank, N.A., as Administrative Agent, Caluvori Capital Partners, Inc., as Co-Lead Arranger, and the lenders party thereto from time to time; (b) a draw of Two Hundred Million Dollars ($200,000,000) under the Revolving Credit Facility; and (c) the use of Two Hundred Fifty Million Dollars ($250,000,000) of existing cash on hand. The total sources of funding for the Acquisition equal One Billion Two Hundred Million Dollars ($1,200,000,000), allocated to the Purchase Price, plus approximately Forty-Seven Million Three Hundred Thousand Dollars ($47,300,000) in estimated transaction costs to be funded from the Borrower's working capital. The commitment letter for the Term Loan B Facility, dated May 15, 2025 (Reference No. CL-2025-0515-CRNB), has been executed by Cornerstone National Bank, N.A. and Caluvori Capital Partners, Inc.
D. Purpose of Amendment. Certain provisions of the Existing Credit Agreement, including the negative covenants relating to acquisitions and investments, indebtedness, liens, and fundamental changes, restrict the Borrower's ability to consummate the Acquisition, incur indebtedness under the Term Loan B Facility, and draw Two Hundred Million Dollars ($200,000,000) under the Revolving Credit Facility at the closing of the Acquisition. In addition, the financial covenants set forth in the Existing Credit Agreement require adjustment to accommodate the pro forma leverage profile of the Borrower following the consummation of the Acquisition. Accordingly, the Borrower has requested that the Lenders amend the Existing Credit Agreement to (i) permit the Acquisition and the related transactions contemplated thereby, (ii) permit the incurrence of indebtedness under the Term Loan B Facility and the granting of liens in connection therewith, (iii) modify the financial covenants to provide for temporary step-ups in permitted leverage ratios, (iv) add a new Senior Secured Net Leverage Ratio covenant, and (v) make certain other amendments and modifications as more fully set forth herein.
E. Lender Consent. The Required Lenders (as defined in the Existing Credit Agreement) have agreed to amend the Existing Credit Agreement on the terms and subject to the conditions set forth herein. This Amendment constitutes the written consent of the Required Lenders required under Section 10.01 of the Existing Credit Agreement.
NOW, THEREFORE, in consideration of the premises and the mutual covenants and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:
ARTICLE I — DEFINITIONS
Section 1.01 Defined Terms. Section 1.01 of the Existing Credit Agreement is hereby amended to add the following defined terms in appropriate alphabetical order (or, in the case of terms already defined therein, to amend and restate such definitions in their entirety as set forth below):
"Acquisition" means the acquisition by the Borrower of one hundred percent (100%) of the issued and outstanding capital stock of NovaMart Global Inc. pursuant to and in accordance with the terms of the Acquisition Agreement.
"Acquisition Agreement" means that certain Stock Purchase Agreement, dated as of May 20, 2025, by and among the Borrower, NovaMart Global Inc., and the Selling Stockholders party thereto, together with all schedules, exhibits, disclosure letters, and annexes thereto, as the same may be amended, supplemented, restated, or otherwise modified from time to time in accordance with the terms of this Agreement. A true, correct, and complete copy of the Acquisition Agreement has been delivered to the Administrative Agent.
"Acquisition Closing Date" means the date on which the closing of the Acquisition occurs pursuant to Article II of the Acquisition Agreement. The Acquisition Closing Date is targeted for October 15, 2025; the outside date for consummation of the Acquisition under the Acquisition Agreement is December 31, 2025 (the "Outside Date").
"Escrow Amount" means Ninety-Six Million Dollars ($96,000,000), representing eight percent (8%) of the Purchase Price, to be deposited into an escrow account maintained with Marlowe Asset Management Trust Company, N.A. at the Acquisition Closing Date, which escrow funds shall be held and disbursed in accordance with the terms of the Escrow Agreement entered into in connection with the Acquisition Agreement.
"NovaMart" or "Target" means NovaMart Global Inc., a Delaware corporation, with its principal offices located at 1100 Congress Avenue, Suite 800, Austin, Texas 78701 (EIN: 84-3291547).
"NovaShip" means NovaMart's proprietary logistics network consisting of fourteen (14) fulfillment centers operating across nine (9) states (California, New Jersey, Georgia, Ohio, Illinois, Pennsylvania, Tennessee, Florida, and Washington), together with the related technology platform, warehouse management systems, and transportation management infrastructure.
"Permitted Acquisition Indebtedness" means, collectively, (a) Indebtedness incurred under the Term Loan B Credit Agreement in an aggregate principal amount not to exceed Seven Hundred Fifty Million Dollars ($750,000,000), and (b) Revolving Loans drawn in connection with the Acquisition in an aggregate principal amount not to exceed Two Hundred Million Dollars ($200,000,000), in each case incurred in connection with the financing of the Acquisition and the payment of the Purchase Price and related transaction costs.
"Purchase Price" means One Billion Two Hundred Million Dollars ($1,200,000,000) in cash, subject to customary adjustments for working capital, indebtedness, cash, and transaction expenses as set forth in the Acquisition Agreement.
"R&W Insurance Policy" means the representations and warranties insurance policy issued by Meridian Specialty Insurance Company (Policy No. MSI-RWI-2025-07832), with a policy limit of Two Hundred Sixteen Million Dollars ($216,000,000) and a retention of Twelve Million Dollars ($12,000,000), obtained by the Borrower in connection with the Acquisition.
"Selling Stockholders" means, collectively, Ridgeline Equity Partners, LP, Brindoval Ventures Fund III, LP, Julian Reeves, Priya Narasimhan, and the other stockholders of NovaMart party to the Acquisition Agreement, and "Selling Stockholder" means any one of them.
"Stockholder Representative" means Ridgeline Equity Partners, LP (acting through Franklin Osei, its designated representative), in its capacity as the representative of the Selling Stockholders under the Acquisition Agreement.
"Target Existing Indebtedness" means the existing revolving credit facility of NovaMart in the aggregate principal amount of One Hundred Fifty Million Dollars ($150,000,000) with Ashford Savings Bank, N.A., as administrative agent and lender, together with all obligations and liabilities of NovaMart and its subsidiaries thereunder, including all outstanding principal, accrued and unpaid interest, fees, and other amounts owing thereunder, which shall be repaid in full and terminated, and all liens securing the obligations thereunder shall be released, on or prior to the Acquisition Closing Date.
"Term Loan B Agent" means Cornerstone National Bank, N.A., in its capacity as administrative agent under the Term Loan B Credit Agreement, together with its successors and assigns in such capacity.
"Term Loan B Credit Agreement" means the credit agreement to be entered into on or about the Acquisition Closing Date in connection with the Term Loan B Facility, among the Borrower, as borrower, the Term Loan B Agent, as administrative agent, Caluvori Capital Partners, Inc., as Co-Lead Arranger, and the lenders party thereto from time to time, as the same may be amended, supplemented, restated, or otherwise modified from time to time in accordance with the terms of the Intercreditor Agreement.
"Term Loan B Facility" means the senior secured term loan B facility in the aggregate principal amount of Seven Hundred Fifty Million Dollars ($750,000,000), bearing interest at a rate per annum equal to the Adjusted Term SOFR Rate plus 275 basis points, with a seven (7)-year maturity from the date of funding and one percent (1%) per annum amortization, as more fully described in the Term Loan B Credit Agreement and as summarized in Schedule II hereto.
Section 1.02 Other Interpretive Provisions.
(a) Except as expressly amended by this Amendment, all terms defined in the Existing Credit Agreement shall continue to have the same meanings when used herein. References to the Existing Credit Agreement contained in this Amendment or in any other Loan Document shall, from and after the Amendment Effective Date, mean and refer to the Existing Credit Agreement as amended by this First Amendment, unless the context otherwise requires.
(b) Terms that are defined in the Acquisition Agreement and that are used but not otherwise defined herein or in the Existing Credit Agreement shall have the meanings assigned to such terms in the Acquisition Agreement, provided that no amendment, supplement, or modification of the Acquisition Agreement that would have the effect of changing such definitions in a manner materially adverse to the Lenders shall be effective for purposes of this Amendment without the prior written consent of the Required Lenders.
(c) The rules of interpretation set forth in Section 1.02 of the Existing Credit Agreement shall apply to this Amendment mutatis mutandis, including with respect to the use of the terms "herein," "hereof," "hereunder," and similar words, which shall refer to this Amendment as a whole and not to any particular section or provision hereof.
ARTICLE II — AMENDMENTS TO THE EXISTING CREDIT AGREEMENT
Effective as of the Amendment Effective Date (as defined in Section 3.01 below), the Existing Credit Agreement is hereby amended as follows:
Section 2.01 Amendment to Negative Covenant on Acquisitions and Investments (Section 7.04 of the Existing Credit Agreement).
Section 7.04 of the Existing Credit Agreement (Investments; Acquisitions) is hereby amended by adding a new clause (m) at the end thereof to read as follows:
"(m) Permitted Acquisition of NovaMart. The Acquisition, provided that each of the following conditions shall have been satisfied:
(i) The Acquisition shall be consummated in all material respects in accordance with the terms and conditions of the Acquisition Agreement, without giving effect to any amendment, waiver, supplement, or other modification thereof that is materially adverse to the Lenders (including any reduction in the Purchase Price by more than ten percent (10%) or any material change to the structure of the Acquisition or the consideration payable thereunder) unless such amendment, waiver, supplement, or modification shall have been consented to in writing by the Required Lenders;
(ii) The aggregate consideration paid or payable by the Borrower in connection with the Acquisition (including the Purchase Price, any working capital adjustment payable pursuant to Section 2.6 of the Acquisition Agreement, and all estimated transaction costs and expenses incurred by the Borrower in connection therewith) shall not exceed One Billion Two Hundred Forty-Seven Million Three Hundred Thousand Dollars ($1,247,300,000) (representing the sum of the Purchase Price of $1,200,000,000 plus estimated transaction costs of approximately $47,300,000);
(iii) After giving pro forma effect to the Acquisition, the incurrence of the Permitted Acquisition Indebtedness, the funding of the Term Loan B Facility, the drawing of $200,000,000 under the Revolving Credit Facility, and the use of $250,000,000 of cash on hand, no Default or Event of Default shall exist or would result therefrom;
(iv) The Borrower shall have delivered to the Administrative Agent a pro forma compliance certificate, in substantially the form attached hereto as Exhibit A, demonstrating compliance with the financial covenants set forth in Section 7.11 (as amended by this First Amendment) on a pro forma basis after giving effect to the Acquisition and the related financing, utilizing the Borrower's Consolidated EBITDA for the most recently completed four fiscal quarter period and including NovaMart's EBITDA for the corresponding period;
(v) The Target Existing Indebtedness, being the One Hundred Fifty Million Dollar ($150,000,000) revolving credit facility of NovaMart with Ashford Savings Bank, N.A., shall be repaid in full and terminated, and all Liens securing obligations under such facility shall be released and all guarantees delivered in connection therewith shall be terminated, on or prior to the Acquisition Closing Date, and the Borrower shall have delivered to the Administrative Agent evidence of such repayment, termination, and release in form and substance reasonably satisfactory to the Administrative Agent;
(vi) All necessary regulatory approvals required for the consummation of the Acquisition shall have been obtained, including the expiration or early termination of the waiting period (and any extension thereof) applicable to the Acquisition under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and the rules and regulations promulgated thereunder;
(vii) Within sixty (60) days following the Acquisition Closing Date (or such later date as the Administrative Agent may agree in its reasonable discretion), (A) NovaMart and each of its subsidiaries (other than any Excluded Subsidiaries) shall have executed and delivered to the Administrative Agent a Joinder Agreement, in substantially the form attached hereto as Exhibit C, pursuant to which each such entity shall become a Subsidiary Guarantor under the Guarantee and Collateral Agreement, (B) NovaMart and each of its subsidiaries (other than any Excluded Subsidiaries) shall have pledged substantially all of their respective assets (including all equity interests held in their respective subsidiaries, intellectual property, equipment, accounts receivable, deposit accounts, and other personal property) as Collateral securing the Obligations under this Agreement and the other Loan Documents, and (C) the Borrower shall have delivered or caused to be delivered such UCC financing statements, intellectual property security agreements, deposit account control agreements, landlord waivers, mortgage instruments, and other perfection documents as the Administrative Agent may reasonably request in connection therewith; and
(viii) The Borrower shall have delivered to the Administrative Agent such other documents, instruments, and certificates as the Administrative Agent may reasonably request in connection with the Acquisition."
Section 2.02 Amendment to Negative Covenant on Indebtedness (Section 7.02 of the Existing Credit Agreement).
Section 7.02 of the Existing Credit Agreement (Indebtedness) is hereby amended by adding a new clause (n) at the end thereof to read as follows:
"(n) Permitted Acquisition Indebtedness — Term Loan B Facility. Indebtedness incurred by the Borrower under the Term Loan B Credit Agreement in an aggregate principal amount not to exceed Seven Hundred Fifty Million Dollars ($750,000,000), bearing interest at a rate per annum equal to the Adjusted Term SOFR Rate plus 275 basis points, with a seven (7)-year maturity from the date of funding and one percent (1%) per annum amortization; provided that:
(i) such Indebtedness shall be incurred solely in connection with the financing of the Acquisition;
(ii) such Indebtedness shall be secured by Liens on the Collateral on a pari passu basis with the Liens securing the Obligations under this Agreement, pursuant to an Intercreditor Agreement between the Administrative Agent and the Term Loan B Agent in form and substance reasonably satisfactory to the Administrative Agent;
(iii) the Term Loan B Credit Agreement shall contain terms and conditions (including financial covenants, events of default, and representations and warranties) reasonably satisfactory to the Administrative Agent (it being understood that the terms described in the Commitment Letter dated May 15, 2025 (Reference No. CL-2025-0515-CRNB) are satisfactory to the Administrative Agent);
(iv) the net cash proceeds of such Indebtedness shall be applied solely to fund, together with the other sources contemplated hereby, the Purchase Price and related transaction costs; and
(v) such Indebtedness shall constitute "Permitted Acquisition Indebtedness" for all purposes under this Agreement.
For the avoidance of doubt, Revolving Loans drawn in connection with the Acquisition in an aggregate principal amount not to exceed Two Hundred Million Dollars ($200,000,000) shall also constitute Permitted Acquisition Indebtedness."
Section 2.03 Amendment to Negative Covenant on Liens (Section 7.01 of the Existing Credit Agreement).
Section 7.01 of the Existing Credit Agreement (Liens) is hereby amended by adding a new clause (p) at the end thereof to read as follows:
"(p) Liens Securing the Term Loan B Facility. Liens on the Collateral (and on additional assets of NovaMart and its subsidiaries pledged as Collateral after the Acquisition Closing Date) securing the Indebtedness incurred under the Term Loan B Credit Agreement permitted under Section 7.02(n), provided that:
(i) such Liens shall be subject to and governed by the Intercreditor Agreement between the Administrative Agent and the Term Loan B Agent;
(ii) such Liens shall rank pari passu in priority with the Liens securing the Obligations under this Agreement; and
(iii) the scope of the collateral subject to such Liens shall not be broader than the scope of the Collateral securing the Obligations under this Agreement (unless such additional collateral is simultaneously pledged to secure the Obligations under this Agreement on an equal and ratable basis)."
In addition, Section 7.01 of the Existing Credit Agreement is further amended to add the following sentence at the end thereof:
"For the avoidance of doubt, all existing Liens of Ashford Savings Bank, N.A. on the assets of NovaMart and its subsidiaries securing the Target Existing Indebtedness shall be released upon the repayment in full and termination of the Target Existing Indebtedness on or prior to the Acquisition Closing Date. The Borrower shall deliver, or cause to be delivered, to the Administrative Agent evidence of such release in form and substance reasonably satisfactory to the Administrative Agent, including UCC-3 termination statements and releases or discharges of any recorded security instruments."
Section 2.04 Amendment to Negative Covenant on Fundamental Changes (Section 7.03 of the Existing Credit Agreement).
Section 7.03 of the Existing Credit Agreement (Fundamental Changes) is hereby amended by adding a new clause (e) at the end thereof to read as follows:
"(e) Permitted Acquisition. The consummation of the Acquisition in accordance with the terms and conditions of this Agreement (as amended by the First Amendment) and the Acquisition Agreement, provided that (i) following the Acquisition Closing Date, NovaMart shall remain a direct, wholly owned subsidiary of the Borrower, (ii) NovaMart shall at all times remain organized under the laws of the State of Delaware, and (iii) neither NovaMart nor any of its subsidiaries shall merge into, consolidate with, or transfer substantially all of its assets to any Person other than the Borrower or another wholly owned subsidiary of the Borrower, unless otherwise permitted under this Section 7.03."
Section 2.05 Amendment to Negative Covenant on Restricted Payments (Section 7.06 of the Existing Credit Agreement).
For the avoidance of doubt, the parties hereto acknowledge and agree that the Purchase Price payable by the Borrower in connection with the Acquisition constitutes consideration for the acquisition of the capital stock of NovaMart and does not constitute a "Restricted Payment" as defined in Section 7.06 of the Existing Credit Agreement. The payment of the Purchase Price is an investment in an acquired entity and is governed by Section 7.04 (as amended hereby) rather than Section 7.06. No amendment to Section 7.06 is required in connection with this Amendment. The following clarifying language is added to Section 7.06 of the Existing Credit Agreement:
"For the avoidance of doubt, the payment of the Purchase Price and any other amounts payable by the Borrower pursuant to the Acquisition Agreement in connection with the Acquisition (including any working capital adjustment, earnout payments, and indemnification payments) shall not constitute Restricted Payments for purposes of this Section 7.06."
Section 2.06 Amendment to Financial Covenants (Section 7.11 of the Existing Credit Agreement).
Section 7.11 of the Existing Credit Agreement (Financial Covenants) is hereby amended and restated in its entirety to read as follows:
"Section 7.11 Financial Covenants.
(a) Maximum Total Net Leverage Ratio. The Borrower shall not permit the Total Net Leverage Ratio, as of the last day of any fiscal quarter of the Borrower, to exceed the ratio set forth below opposite such fiscal quarter:
For purposes of this Section 7.11(a), the "Total Net Leverage Ratio" means, as of the last day of any fiscal quarter of the Borrower, the ratio of (x) Consolidated Total Debt as of such date minus Unrestricted Cash as of such date (provided that Unrestricted Cash shall not exceed $300,000,000 for purposes of this calculation) to (y) Consolidated EBITDA for the period of four consecutive fiscal quarters ending on such date. For the first four fiscal quarters following the Acquisition Closing Date, Consolidated EBITDA shall be calculated on a pro forma basis giving effect to the Acquisition as if the Acquisition had occurred on the first day of the applicable four fiscal quarter period, including NovaMart's EBITDA of One Hundred Thirty-Four Million Dollars ($134,000,000) for the fiscal year ended December 31, 2024 (annualized and adjusted as applicable for any partial period), and the Acquisition-related Indebtedness (being Seven Hundred Fifty Million Dollars ($750,000,000) under the Term Loan B Facility and Two Hundred Million Dollars ($200,000,000) under the Revolving Credit Facility) shall be included in Consolidated Total Debt for such period.
(b) Minimum Interest Coverage Ratio. The Borrower shall not permit the Interest Coverage Ratio, as of the last day of any fiscal quarter of the Borrower, to be less than the ratio set forth below opposite such fiscal quarter:
For purposes of this Section 7.11(b), the "Interest Coverage Ratio" means, as of the last day of any fiscal quarter of the Borrower, the ratio of (x) Consolidated EBITDA for the period of four consecutive fiscal quarters ending on such date to (y) Consolidated Interest Expense for such period. For the first four fiscal quarters following the Acquisition Closing Date, Consolidated EBITDA and Consolidated Interest Expense shall each be calculated on a pro forma basis giving effect to the Acquisition, the Term Loan B Facility, and the Revolving Loans drawn in connection with the Acquisition, as if each had occurred on the first day of the applicable four fiscal quarter period.
(c) Maximum Senior Secured Net Leverage Ratio. At all times following the Acquisition Closing Date, the Borrower shall not permit the Senior Secured Net Leverage Ratio, as of the last day of any fiscal quarter of the Borrower, to exceed 3.50 to 1.00. This covenant shall be tested on a quarterly basis as of the last day of each fiscal quarter. For purposes of this Section 7.11(c), the "Senior Secured Net Leverage Ratio" means, as of the last day of any fiscal quarter of the Borrower, the ratio of (x) Consolidated Senior Secured Debt as of such date minus Unrestricted Cash as of such date (provided that Unrestricted Cash shall not exceed $300,000,000 for purposes of this calculation) to (y) Consolidated EBITDA for the period of four consecutive fiscal quarters ending on such date. "Consolidated Senior Secured Debt" means, as of any date of determination, the aggregate principal amount of Consolidated Total Debt that is secured by a Lien on any assets of the Borrower or any of its subsidiaries. For the first four fiscal quarters following the Acquisition Closing Date, the Senior Secured Net Leverage Ratio shall be calculated on a pro forma basis giving effect to the Acquisition."
Section 2.07 Amendment to Mandatory Prepayment Provisions (Section 2.05 of the Existing Credit Agreement).
Section 2.05 of the Existing Credit Agreement (Mandatory Prepayments) is hereby amended to add the following provisions:
(a) No Mandatory Prepayment Upon Acquisition. Notwithstanding anything to the contrary contained in Section 2.05 of the Existing Credit Agreement, the consummation of the Acquisition shall not, in and of itself, trigger any mandatory prepayment obligation with respect to the Revolving Loans under the Revolving Credit Facility.
(b) Asset Sale Exclusion. For the avoidance of doubt, the mandatory prepayment provisions of Section 2.05(b) of the Existing Credit Agreement relating to Net Cash Proceeds of Asset Sales shall not apply to (i) the Acquisition or any payments made by the Borrower pursuant to the Acquisition Agreement, (ii) the deposit of the Escrow Amount with Marlowe Asset Management Trust Company, N.A. or any release of funds from such escrow account to the Selling Stockholders in accordance with the Acquisition Agreement and the related Escrow Agreement, or (iii) any working capital adjustments payable to or receivable from the Selling Stockholders under the Acquisition Agreement.
(c) Coordination with Term Loan B Mandatory Prepayments. The application and coordination of mandatory prepayment provisions as between the Revolving Credit Facility and the Term Loan B Facility (including, without limitation, provisions relating to excess cash flow sweeps, asset sale proceeds, casualty event proceeds, and extraordinary receipts) shall be governed by and subject to the terms of the Intercreditor Agreement to be entered into between the Administrative Agent and the Term Loan B Agent.
Section 2.08 Amendment to Representations and Warranties (Article V of the Existing Credit Agreement).
Article V of the Existing Credit Agreement is hereby amended to add the following new Sections 5.21 through 5.26, which representations and warranties shall be made by the Borrower as of the Amendment Effective Date and shall be repeated (with such changes as are necessary to reflect events occurring after the Amendment Effective Date) as of the Acquisition Closing Date:
"Section 5.21 Acquisition Agreement. The Acquisition Agreement has been duly authorized, executed, and delivered by the Borrower and constitutes a legal, valid, and binding obligation of the Borrower, enforceable against the Borrower in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, and other similar laws affecting creditors' rights generally and to general principles of equity. The copy of the Acquisition Agreement (together with all schedules, exhibits, and disclosure letters thereto) delivered to the Administrative Agent is true, correct, and complete in all material respects as of the date of delivery.
Section 5.22 No Violation. The consummation of the Acquisition and the transactions contemplated by the Acquisition Agreement and this Amendment do not and will not (a) violate any provision of law, statute, rule, or regulation applicable to the Borrower or any of its subsidiaries, (b) conflict with or result in a breach of, or constitute a default under, the Borrower's certificate of incorporation or bylaws, or any material agreement, instrument, or obligation to which the Borrower or any of its subsidiaries is a party or by which any of its or their properties or assets are bound, or (c) result in the creation or imposition of any Lien upon any of the properties or assets of the Borrower or any of its subsidiaries, other than Liens permitted under this Agreement.
Section 5.23 Governmental Approvals. All governmental approvals required in connection with the execution, delivery, and performance by the Borrower of this Amendment and the consummation of the Acquisition have been obtained or will be obtained prior to the Acquisition Closing Date, including, without limitation, the expiration or early termination of the waiting period (and any extension thereof) applicable to the Acquisition under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the HSR Act filing having been submitted on April 11, 2025, and a Second Request having been issued by the Department of Justice on May 8, 2025, with HSR clearance expected in September or October 2025). No other governmental filing, registration, authorization, consent, or approval is required in connection with this Amendment, other than filings required to be made following the Acquisition Closing Date in the ordinary course.
Section 5.24 Solvency. After giving pro forma effect to the Acquisition, the incurrence of the Permitted Acquisition Indebtedness, the repayment and termination of the Target Existing Indebtedness, and the payment of all estimated transaction costs and expenses in connection therewith, the Borrower and its subsidiaries, on a consolidated basis (including NovaMart and its subsidiaries), are Solvent. For purposes of this Section 5.24, "Solvent" means, with respect to the Borrower and its subsidiaries on a consolidated basis, that (i) the fair value of the assets of the Borrower and its subsidiaries exceeds their total liabilities (including contingent liabilities), (ii) the Borrower and its subsidiaries are able to pay their debts and liabilities, contingent obligations, and other commitments as they mature in the ordinary course of business, and (iii) the Borrower and its subsidiaries do not have unreasonably small capital with which to conduct their business.
Section 5.25 Deliveries. The Borrower has delivered to the Administrative Agent true, correct, and complete copies (or executed copies, as applicable) of each of the following: (a) the Acquisition Agreement (including all schedules, exhibits, and disclosure letters), (b) the Commitment Letter for the Term Loan B Facility dated May 15, 2025 (Reference No. CL-2025-0515-CRNB), and (c) pro forma financial statements reflecting the consolidated financial condition of the Borrower and its subsidiaries (including NovaMart and its subsidiaries) after giving effect to the Acquisition and the related financing.
Section 5.26 Target Existing Indebtedness. As of the Acquisition Closing Date, the Target Existing Indebtedness shall have been repaid in full, all commitments under the revolving credit facility of NovaMart with Ashford Savings Bank, N.A. shall have been permanently terminated, and all Liens securing such Indebtedness shall have been (or substantially simultaneously will be) released and discharged."
Section 2.09 Amendment to Affirmative Covenants (Article VI of the Existing Credit Agreement).
Article VI of the Existing Credit Agreement is hereby amended to add the following new Sections 6.14 through 6.17:
"Section 6.14 Post-Acquisition Reporting. Within ninety (90) days following the Acquisition Closing Date, the Borrower shall deliver to the Administrative Agent each of the following:
(a) Audited consolidated financial statements of the Borrower (including NovaMart and its subsidiaries on a consolidated basis) for the most recently completed fiscal year, prepared in accordance with GAAP and audited by an independent registered public accounting firm of nationally recognized standing, together with an unqualified opinion of such accounting firm;
(b) An updated organizational chart reflecting the corporate structure of the Borrower and all of its subsidiaries (including NovaMart and all of NovaMart's subsidiaries), identifying each entity's jurisdiction of organization, ownership percentages, and status as a Subsidiary Guarantor or Excluded Subsidiary; and
(c) Evidence, in form and substance reasonably satisfactory to the Administrative Agent, that NovaMart and each of its subsidiaries required to become Subsidiary Guarantors have executed and delivered Joinder Agreements to the Guarantee and Collateral Agreement, have pledged substantially all of their respective assets as Collateral, and have delivered all required perfection documents.
Section 6.15 Updated Compliance Certificate. Commencing with the first fiscal quarter ending after the Amendment Effective Date, the form of quarterly compliance certificate required to be delivered pursuant to Section 6.02 shall be updated to include calculations of (a) the Total Net Leverage Ratio (as amended by this First Amendment), (b) the Interest Coverage Ratio (as amended by this First Amendment), and (c) the Senior Secured Net Leverage Ratio (as added by this First Amendment), in each case in substantially the form attached to this First Amendment as Exhibit A. For any compliance certificate covering a period that includes the Acquisition Closing Date, such calculations shall be presented on both an actual and a pro forma basis.
Section 6.16 Insurance.
(a) The Borrower shall maintain, and shall cause NovaMart and each of its subsidiaries to maintain, insurance with financially sound and reputable insurance companies in such amounts and covering such risks as is consistent with past practice and as is customary for companies of similar size engaged in similar businesses, in each case in compliance with Section 6.07 of this Agreement.
(b) Without limiting the generality of the foregoing, the Borrower shall maintain (or cause to be maintained) the following insurance policies in connection with the Acquisition:
(i) the R&W Insurance Policy issued by Meridian Specialty Insurance Company (Policy No. MSI-RWI-2025-07832), with a policy limit of Two Hundred Sixteen Million Dollars ($216,000,000) and a retention of Twelve Million Dollars ($12,000,000), which policy shall remain in full force and effect in accordance with its terms; and
(ii) the directors' and officers' tail insurance policy issued by Sovereign Assurance Group Ltd. for a period of six (6) years following the Acquisition Closing Date, covering the former directors and officers of NovaMart (the "D&O Tail Policy"), for which a premium of One Million Eight Hundred Thousand Dollars ($1,800,000) has been or will be paid.
Section 6.17 Material Contract Consents. The Borrower shall use commercially reasonable efforts to obtain, as promptly as practicable following the Acquisition Closing Date (and in any event within one hundred twenty (120) days following the Acquisition Closing Date, or such later date as the Administrative Agent may agree in its reasonable discretion), all consents, approvals, waivers, and authorizations required under NovaMart's material contracts (approximately thirty-four (34) contracts containing change of control or assignment provisions) in connection with the consummation of the Acquisition. Without limiting the foregoing, the Borrower shall use commercially reasonable efforts to obtain consents from the following counterparties:
(i) Pinnacle Cloud Solutions Inc. (cloud infrastructure services agreement);
(ii) Redline Freight Corp. (logistics and transportation services agreement);
(iii) Arcwave Software LLC (enterprise software licensing agreement);
(iv) Congress Tower Partners LP (office lease for NovaMart's Austin headquarters);
(v) Stratton Digital Media Inc. (digital advertising and marketing services agreement); and
(vi) PayStream Financial Technologies Inc. (payment processing and merchant services agreement).
The Borrower shall promptly notify the Administrative Agent of any failure to obtain any such consent that could reasonably be expected to have a Material Adverse Effect on NovaMart and its subsidiaries, taken as a whole."
Section 2.10 Amendment to Events of Default (Article VIII of the Existing Credit Agreement).
Article VIII of the Existing Credit Agreement is hereby amended to add the following new Sections 8.01(l), 8.01(m), and 8.01(n):
"(l) Cross-Default to Term Loan B. The occurrence of any "Event of Default" (as such term is defined in the Term Loan B Credit Agreement) under the Term Loan B Credit Agreement that results in the acceleration of the Indebtedness under the Term Loan B Facility or that permits the Term Loan B Agent or the Required Lenders (as defined in the Term Loan B Credit Agreement) to declare such Indebtedness to be due and payable or to exercise remedies with respect to the collateral securing such Indebtedness. For the avoidance of doubt, a default under the Term Loan B Credit Agreement that has not resulted in, and does not permit, such acceleration shall not constitute an Event of Default under this clause (l), provided that nothing in this clause (l) shall limit the applicability of any other Event of Default under this Article VIII.
(m) Cross-Default to Acquisition Agreement. The termination of the Acquisition Agreement by NovaMart or the Selling Stockholders as a result of a willful and material breach by the Borrower of its obligations under the Acquisition Agreement, or the payment by the Borrower of the reverse termination fee of Thirty Million Dollars ($30,000,000) pursuant to the Acquisition Agreement; provided that such termination or payment shall constitute an Event of Default under this clause (m) only if, at the time of such termination or payment, any Revolving Loans drawn in connection with the Acquisition remain outstanding and have not been repaid in full. For the avoidance of doubt, the termination of the Acquisition Agreement for any reason other than a willful and material breach by the Borrower, or the receipt by the Borrower of the forward termination fee from NovaMart or the Selling Stockholders, shall not constitute an Event of Default.
(n) Material Adverse Effect on NovaMart. Following the Acquisition Closing Date only, the occurrence of a Material Adverse Effect with respect to NovaMart and its subsidiaries, taken as a whole, that has a material adverse effect on the ability of the Borrower to perform its payment obligations or any other material obligations under this Agreement or any other Loan Document. For purposes of this clause (n), "Material Adverse Effect" with respect to NovaMart shall have the meaning assigned to such term in the Acquisition Agreement as in effect on the date of the First Amendment."
Section 2.11 Addition of Intercreditor Provisions.
The Existing Credit Agreement is hereby amended to add a new Section 9.14 to Article IX (Administrative Agent) as follows:
"Section 9.14 Intercreditor Agreement.
(a) The Administrative Agent is hereby authorized and directed by the Lenders (and each Lender hereby consents and agrees) to enter into an Intercreditor Agreement (or to execute and deliver a joinder or supplement to any existing intercreditor agreement) with the Term Loan B Agent, establishing the relative rights, priorities, and remedies of the Revolving Credit Facility and the Term Loan B Facility with respect to the shared Collateral. Such Intercreditor Agreement shall be on terms customary for pari passu first lien facilities and shall include, without limitation, provisions regarding:
(i) pari passu sharing of Collateral and equal priority of Liens securing the Obligations under this Agreement and the Indebtedness under the Term Loan B Credit Agreement;
(ii) a waterfall for the application and distribution of proceeds of Collateral upon enforcement, providing for pro rata sharing among the Revolving Credit Facility and the Term Loan B Facility based on the respective outstanding amounts of the Obligations and Term Loan B Indebtedness;
(iii) standstill and cooperation provisions restricting the ability of either the Administrative Agent or the Term Loan B Agent to exercise remedies against the Collateral during specified standstill periods following a default;
(iv) turn provisions governing which agent shall have the right to direct the exercise of remedies against the Collateral at any given time, with such right initially allocated to the agent representing the larger facility (by outstanding amount);
(v) consent rights regarding debtor-in-possession financing in the event of a bankruptcy or insolvency proceeding involving the Borrower or any of its subsidiaries;
(vi) automatic release of Liens upon any disposition of Collateral permitted under this Agreement and the Term Loan B Credit Agreement; and
(vii) customary provisions regarding amendments, waivers, and supplements to the Intercreditor Agreement.
(b) Each Lender acknowledges and agrees that the Intercreditor Agreement, once executed and delivered, shall be binding on each Lender and its successors and assigns, and each Lender hereby authorizes and directs the Administrative Agent to execute, deliver, and perform the Intercreditor Agreement and any related documents, instruments, or agreements on behalf of the Lenders."
Section 2.12 Amendment to Borrowing Procedures for Acquisition Drawing.
Section 2.02 of the Existing Credit Agreement (Borrowing of Revolving Loans) is hereby amended to add the following provision at the end thereof:
"Notwithstanding the foregoing provisions of this Section 2.02, in connection with the funding of Revolving Loans on the Acquisition Closing Date in an aggregate principal amount of up to Two Hundred Million Dollars ($200,000,000) for the purpose of funding a portion of the Purchase Price and related transaction costs, the Borrower may submit a single Borrowing Request for such Revolving Loans with a notice period of not less than one (1) Business Day prior to the Acquisition Closing Date (rather than the three (3) Business Day notice period otherwise required by this Section 2.02). Such Borrowing Request shall specify the aggregate amount of the Revolving Loans to be drawn, the proposed Acquisition Closing Date, and the applicable interest period. The proceeds of such Revolving Loans shall be disbursed in accordance with the Funds Flow Memorandum delivered by the Borrower to the Administrative Agent, which Funds Flow Memorandum shall direct wire transfers of immediately available funds to, among others:
(i) Marlowe Asset Management Trust Company, N.A. (for the deposit of the Escrow Amount of $96,000,000);
(ii) the paying agent designated in the Acquisition Agreement or directly to the Selling Stockholders (for the payment of the net cash consideration of $1,104,000,000 in the aggregate);
(iii) Ashford Savings Bank, N.A. (for the repayment in full of the Target Existing Indebtedness, in an estimated aggregate amount of approximately $143,200,000 representing outstanding principal plus accrued and unpaid interest and fees); and
(iv) the various advisors, counsel, and other service providers (for the payment of transaction costs and expenses).
The Administrative Agent shall be entitled to rely conclusively on the Funds Flow Memorandum delivered by the Borrower and shall have no obligation to verify the accuracy of the amounts or recipients set forth therein."
ARTICLE III — CONDITIONS TO EFFECTIVENESS
Section 3.01 Conditions Precedent to Amendment Effective Date.
This Amendment shall become effective on the date (the "Amendment Effective Date") on which each of the following conditions precedent shall have been satisfied or waived by the Administrative Agent:
(a) Execution and Delivery. The Administrative Agent shall have received counterparts of this Amendment, duly executed and delivered by the Borrower, the Administrative Agent, and the Required Lenders (or, in the case of any Lender, the Administrative Agent shall have received written evidence satisfactory to it that such Lender has executed and delivered this Amendment).
(b) Acquisition Agreement. The Administrative Agent shall have received a true, correct, and complete copy of the fully executed Acquisition Agreement, including all schedules, exhibits, disclosure letters, and annexes thereto. The Administrative Agent shall have had a reasonable opportunity to review such Acquisition Agreement, and the terms thereof shall be satisfactory to the Administrative Agent in its reasonable discretion.
(c) Term Loan B Commitment Letter. The Administrative Agent shall have received a true, correct, and complete copy of the executed Commitment Letter dated May 15, 2025 (Reference No. CL-2025-0515-CRNB) from Cornerstone National Bank, N.A. and Caluvori Capital Partners, Inc. for the Term Loan B Facility, together with any fee letters and engagement letters delivered in connection therewith (which fee letters and engagement letters may be redacted as to economic terms), and the terms thereof shall be satisfactory to the Administrative Agent in its reasonable discretion.
(d) Board Resolutions. The Administrative Agent shall have received a certified copy of the resolutions of the Board of Directors of Cascade Retail Holdings Inc. (adopted on May 20, 2025, including the approval of Chief Executive Officer Margaret "Meg" Alderton), authorizing the execution, delivery, and performance by the Borrower of this Amendment, the consummation of the Acquisition, and the incurrence of the Permitted Acquisition Indebtedness, together with a certificate of the Secretary or an Assistant Secretary of the Borrower certifying the incumbency and signatures of the officers executing this Amendment and the other documents delivered in connection herewith.
(e) Officer's Certificate. The Administrative Agent shall have received a certificate of an authorized officer of the Borrower (executed by Rajiv Sundaram, Chief Financial Officer, or Elena Vasquez-Bright, General Counsel), dated as of the Amendment Effective Date, certifying that (i) each of the representations and warranties of the Borrower set forth in this Amendment and in Article V of the Existing Credit Agreement (as amended hereby) is true and correct in all material respects (or, in the case of any representation or warranty qualified by materiality or Material Adverse Effect, in all respects) as of such date (except to the extent any such representation or warranty expressly relates to a specific earlier date, in which case such representation or warranty shall be true and correct as of such earlier date), and (ii) no Default or Event of Default exists on such date or would result from the effectiveness of this Amendment.
(f) Pro Forma Compliance. The Administrative Agent shall have received a pro forma compliance certificate, in substantially the form attached hereto as Exhibit A, demonstrating that, after giving effect to the Acquisition, the incurrence of the Permitted Acquisition Indebtedness, the repayment and termination of the Target Existing Indebtedness, and the use of $250,000,000 of cash on hand, on a pro forma basis as if such transactions had occurred on the last day of the most recently completed fiscal quarter, the Borrower would be in compliance with the financial covenants set forth in Section 7.11 of the Existing Credit Agreement (as amended by this First Amendment). Such pro forma calculations shall utilize Cascade Retail Holdings Inc.'s Consolidated EBITDA for the fiscal year ended December 31, 2024 of One Billion Eight Hundred Thirty Million Dollars ($1,830,000,000) and NovaMart's EBITDA for the fiscal year ended December 31, 2024 of One Hundred Thirty-Four Million Dollars ($134,000,000).
(g) Legal Opinions. The Administrative Agent shall have received a favorable legal opinion of Calderwood & Harkness LLP, counsel to the Borrower, dated as of the Amendment Effective Date, addressed to the Administrative Agent and the Lenders, and covering such customary matters as the Administrative Agent may reasonably request, including (i) due organization, valid existence, and good standing of the Borrower, (ii) corporate power and authority, (iii) due authorization, execution, and delivery, (iv) enforceability of this Amendment and the Existing Credit Agreement as amended hereby (subject to customary exceptions), (v) no conflicts with the Borrower's organizational documents, applicable law, or material agreements, and (vi) no governmental approvals required in connection with this Amendment other than HSR Act clearance in connection with the Acquisition.
(h) Fees and Expenses. The Borrower shall have paid all fees, costs, and expenses then due and payable to the Administrative Agent and the Lenders in connection with this Amendment, including (i) the reasonable and documented fees and out-of-pocket expenses of Ames & Aldgate LLP, Drenvale & Taft LLP, counsel to the Administrative Agent, incurred in connection with the preparation, negotiation, and execution of this Amendment, (ii) any amendment fee payable to the consenting Lenders as separately agreed, and (iii) all other amounts required to be paid or reimbursed by the Borrower under the Existing Credit Agreement in connection with this Amendment.
(i) No Material Adverse Effect. Since December 31, 2024, no event, circumstance, development, or condition shall have occurred or exist that has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect with respect to the Borrower and its subsidiaries, taken as a whole.
(j) KYC / Anti-Money Laundering. The Administrative Agent shall have received, to its reasonable satisfaction, all documentation and other information required by bank regulatory authorities under applicable "know your customer" and anti-money laundering regulations, including the USA PATRIOT Act (Title III of Pub. L. 107-56, as amended), the Bank Secrecy Act (31 U.S.C. § 5311 et seq.), and the beneficial ownership regulations (31 C.F.R. § 1010.230), with respect to NovaMart and each of its subsidiaries, including a completed Beneficial Ownership Certification for NovaMart and each such subsidiary.
Section 3.02 Additional Conditions Precedent to Acquisition Closing Date Draw.
The obligation of the Lenders to fund the Revolving Loans in connection with the Acquisition Closing in an aggregate principal amount of up to Two Hundred Million Dollars ($200,000,000) shall be subject to the satisfaction (or waiver by the Administrative Agent in its reasonable discretion) of each of the following additional conditions precedent (in addition to the conditions to each Revolving Loan borrowing set forth in Article IV of the Existing Credit Agreement):
(a) Acquisition Conditions. All conditions to the closing of the Acquisition set forth in the Acquisition Agreement shall have been satisfied or waived in accordance with the terms of the Acquisition Agreement (other than (i) conditions that by their nature are to be satisfied simultaneously with the closing of the Acquisition and (ii) conditions the waiver of which would not be materially adverse to the interests of the Lenders), and the Acquisition shall be consummated substantially simultaneously with the funding of such Revolving Loans. Without limiting the foregoing, the Administrative Agent shall have received evidence reasonably satisfactory to it that all conditions to closing have been satisfied or waived, including the expiration or early termination of the waiting period under the HSR Act.
(b) Payoff of Target Existing Indebtedness. The Target Existing Indebtedness (being the revolving credit facility of NovaMart with Ashford Savings Bank, N.A.) shall be repaid in full simultaneously with (or immediately prior to) the closing of the Acquisition, and the Administrative Agent shall have received (i) a payoff letter from Ashford Savings Bank, N.A. specifying the total amount required to repay all outstanding obligations under such facility in full (estimated at approximately One Hundred Forty-Three Million Two Hundred Thousand Dollars ($143,200,000) representing outstanding principal plus accrued and unpaid interest, fees, and other amounts), together with a commitment by Ashford Savings Bank, N.A. to deliver lien releases and UCC-3 termination statements upon receipt of such payoff amount, and (ii) evidence of the wire transfer of the payoff amount to Ashford Savings Bank, N.A. or irrevocable wire transfer instructions for the same, in each case in form and substance reasonably satisfactory to the Administrative Agent.
(c) Simultaneous Funding of Term Loan B. The Term Loan B Facility shall be funded in an aggregate principal amount of at least Seven Hundred Fifty Million Dollars ($750,000,000) simultaneously with (or immediately prior to) the Acquisition closing, and the net proceeds thereof shall be available for application to the Purchase Price and related transaction costs.
(d) Funds Flow Memorandum. The Borrower shall have delivered to the Administrative Agent a Funds Flow Memorandum, in form and substance satisfactory to the Administrative Agent, detailing the sources and uses of all funds at the Acquisition closing, including the specific wire transfer instructions for each disbursement, and the Administrative Agent shall have had a reasonable opportunity to review and confirm the accuracy of such Funds Flow Memorandum.
(e) R&W Insurance Policy. The R&W Insurance Policy issued by Meridian Specialty Insurance Company (Policy No. MSI-RWI-2025-07832) shall be in full force and effect, with a policy limit of Two Hundred Sixteen Million Dollars ($216,000,000) and a retention of Twelve Million Dollars ($12,000,000), and the Administrative Agent shall have received a copy of such policy (or a binder evidencing the same) in form and substance reasonably satisfactory to the Administrative Agent.
(f) Insurance Certificates. The Borrower shall have delivered to the Administrative Agent updated insurance certificates evidencing insurance coverage for NovaMart and its subsidiaries in accordance with the requirements of Section 6.07 of the Existing Credit Agreement, naming the Administrative Agent (on behalf of the Lenders) as loss payee and additional insured as applicable.
ARTICLE IV — REPRESENTATIONS AND WARRANTIES OF THE BORROWER
Section 4.01 Representations and Warranties.
The Borrower hereby represents and warrants to the Administrative Agent and each of the Lenders as of the Amendment Effective Date as follows:
(a) Organization; Power; Qualification. The Borrower is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware. The Borrower has all requisite corporate power and authority to own or lease its properties, to conduct its business as currently conducted, and to execute, deliver, and perform this Amendment and the transactions contemplated hereby. The Borrower is duly qualified and in good standing as a foreign corporation in each jurisdiction where the nature of its business or the ownership of its properties requires such qualification, except where the failure to be so qualified could not reasonably be expected to have a Material Adverse Effect. The Borrower's registered agent in Delaware is Capitol Registered Agents LLC, located at 1209 Orange Street, Wilmington, Delaware 19801. The Borrower's common stock is listed on the Nasdaq Global Select Market under the ticker symbol "CRHI." The Borrower's Employer Identification Number (EIN) is 91-2847653.
(b) Authorization. The execution, delivery, and performance by the Borrower of this Amendment, and the consummation of the transactions contemplated hereby (including the Acquisition and the incurrence of the Permitted Acquisition Indebtedness), have been duly authorized by all necessary corporate action on the part of the Borrower, including approval by the Board of Directors of the Borrower at a meeting duly called and held on May 20, 2025. No stockholder approval is required in connection with this Amendment or the Acquisition under applicable law, the Borrower's organizational documents, or the rules and regulations of the Nasdaq Stock Market.
(c) Enforceability. This Amendment constitutes a legal, valid, and binding obligation of the Borrower, enforceable against the Borrower in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium, and other similar laws affecting creditors' rights generally, and subject to general principles of equity (regardless of whether enforcement

FIRST AMENDMENT TO CREDIT AGREEMENT

THE LENDERS PARTY HERETO

FIRST AMENDMENT TO CREDIT AGREEMENT

PRELIMINARY STATEMENT

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Record

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