Exhibit 10.5

Execution Version

THIRD AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT

This THIRD AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT, dated as of December 8, 2025 (this “Amendment”), is entered into by and among SUP INTERMEDIATE HOLDINGS, LLC, a Delaware limited liability company (“Holdings”), SUPERIOR INDUSTRIES INTERNATIONAL, INC., a Delaware corporation (the “Borrower”), the Guarantors identified on the signature pages hereto, each Lender identified on the signature pages hereto and Oaktree Fund Administration, LLC, as administrative agent (the “Administrative Agent”).

RECITALS

WHEREAS, reference is made to that certain Amended and Restated Credit Agreement, dated as of August 14, 2024 (as amended by the First Amendment to Amended and Restated Credit Agreement, dated as of March 31, 2025, the Second Amendment to Amended and Restated Credit Agreement, dated as of June 4, 2025, and as further amended, restated, amended and restated, supplemented or otherwise modified prior to the date hereof, the “Existing Credit Agreement” and, as further amended by this Amendment, the “Amended Credit Agreement”), by and among Holdings, the Borrower, the lenders party thereto from time to time (collectively, the “Lenders” and, individually, each a “Lender”), the Administrative Agent and JPMorgan Chase Bank, N.A., as the collateral agent; and

WHEREAS, all of the lenders party to the Existing Credit Agreement immediately prior to the effectiveness of this Amendment (collectively, the “Existing Lenders”) and the Borrower have agreed that, on the Amendment No. 3 Effective Date (as defined below) among other things, subject to the terms and conditions set forth herein and in the Amended Credit Agreement, the Existing Lenders have agreed severally and not jointly, to provide New Money Term Loans (as defined in the Amended Credit Agreement) in an aggregate principal amount not exceeding $27,500,000. The aggregate principal amounts of the New Money Term Loans are set forth opposite such Lender’s name on Schedule 1 hereto; and

WHEREAS, the Borrower, the Lenders, the Administrative Agent and the financial institutions and other entities party thereto have entered into an Exchange Agreement, dated as of December 8, 2025 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Exchange Agreement”), pursuant to which certain Lenders under the Existing Credit Agreement have agreed to support the Loan Parties and their affiliates in connection with certain organizational and financial restructuring transactions to be effected concurrently with the Amendment No. 3 Effective Date hereunder, in each case, as more fully set forth in the Exchange Agreement (the “Restructuring”); and

WHEREAS, in connection with the Restructuring Related Transactions (as defined in the Amended Credit Agreement), all of the lenders party to the Existing Credit Agreement immediately prior to the effectiveness of this Amendment (collectively, the “Existing Lenders”) and the Borrower have agreed that, on the Amendment No. 3 Effective Date among other things, subject to the terms and conditions set forth herein and in the Amended Credit Agreement, the Existing Lenders have agreed (1) to sell, assign, and transfer a portion of the principal amount of their respective Loans, together with accrued interest thereon (the “Existing Loans”) on the Amendment No. 3 Effective Date to the Borrower in exchange for Takeback Term Loans (as defined in the Amended Credit Agreement) in an aggregate principal amount opposite such Lender’s name on Schedule 2 hereto under the heading “Takeback Term Loans”, in accordance with the terms and subject to the conditions set forth herein and in the Exchange Agreement and other consideration as set forth in the Exchange Agreement; and

WHEREAS, pursuant to the TPG Letter Agreement (as defined in the Amended Credit Agreement), in consideration for agreements of TPG Growth III Sidewall, L.P. (“TPG”) set forth therein, the Borrower has agreed that, on the Amendment No. 3 Effective Date, subject to the terms and conditions set forth herein and in the Amended Credit Agreement, to issue to TPG Takeback Term Loans (as defined in the Amended Credit Agreement) in an aggregate principal amount opposite TPG’s name on Schedule 2 hereto under the heading “Takeback Term Loans”, in accordance with the terms and subject to the conditions set forth herein and in the TPG Letter Agreement and other consideration as set forth in the TPG Letter Agreement;

WHEREAS, pursuant to Section 10.01 of the Existing Credit Agreement, Holdings, the Borrower, the Existing Lenders and the Administrative Agent have agreed to amend and restate the Existing Credit Agreement to effect the exchange and conversion of the Existing Loans set forth above and to make other changes thereto; and

WHEREAS, the Borrower has requested that the Lenders agree to grant a limited waiver with respect to the Waived Events of Defaults (as defined below) and, subject to and in accordance with the terms and conditions contain herein, the Lenders party hereto constituting the Required Lenders under the Credit Agreement on the date hereof, together with the Administrative Agent, are willing to agree to such waiver to the Credit Agreement.

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

SECTION 1. Defined Terms. Capitalized terms used but not defined herein shall have the meanings assigned to such terms in the Amended Credit Agreement.

SECTION 2. New Money Term Loans. Effective on and subject to the occurrence of the Amendment No. 3 Effective Date (as defined below), each Lender severally agrees to make to the Borrower New Money Term Loans denominated in U.S. Dollars in an aggregate principal amount as set forth in Schedule 1 hereto under the heading “New Money Term Loans”, for a total aggregate principal amount of $27,500,000, subject to the terms and conditions set forth herein and in the Amended Credit Agreement. The New Money Term Loans shall comprise the same Class of Term Loans as, and have the same terms and conditions as, the Amendment No. 3 Term Loans under the Amended Credit Agreement.

SECTION 3. Loan Transaction. Subject to the terms and conditions hereof, on the Amendment No. 3 Effective Date, (i) pursuant to and subject to the Exchange Agreement, the Existing Loans shall hereby be exchanged and replaced in part by the Takeback Term Loans under the Amended Credit Agreement, (ii) pursuant to the TPG Letter Agreement, additional Takeback Term Loans under the Amended Credit Agreement shall be deemed issued to TPG in an aggregate principal amount equal to the amount set forth opposite TPG’s name on Schedule 2 hereto under the hearing “Takeback Term Loans” and (iii) upon the effectiveness of such exchange and replacement and deemed issuance, each Existing Lender and TPG shall become an Amendment No. 3 Term Lender under the Amended Credit Agreement, shall be deemed to have an Takeback Term Loans in the principal amount set forth opposite such Lender’s name on Schedule 2 hereto under the heading “Takeback Term Loans” and shall be deemed to have made a Takeback Term Loan to the Borrower in such principal amount on the Amendment No. 3 Effective Date. Upon the deemed funding of the Takeback Term Loans, the Takeback Term Loans shall constitute Amendment No. 3 Term Loans under the Amended Credit Agreement and have the terms therefor set forth thereunder.

SECTION 4. Amendments; Amendment No. 3 Effective Date Borrowings. Effective as of the Amendment No. 3 Effective Date:

(a) The Existing Credit Agreement is hereby amended to delete the stricken text (indicated textually in the same manner as the following example: stricken text) and to add the double-underlined text (indicated textually in the same manner as the following example: double-underlined text) as set forth in the pages of the Amended Credit Agreement attached as Annex A hereto.

SECTION 5. Conditions to Effectiveness. This Amendment shall become effective and the Amendment No. 3 Term Loans shall be funded (or deemed funded) upon satisfaction (or effective waiver) of the following conditions precedent (such date, the “Amendment No. 3 Effective Date”):

(a) the Administrative Agent (or its counsel) shall have received a duly executed and delivered counterpart of this Amendment from the Borrower, Holdings, each other Loan Party, each of the Existing Lenders (constituting all of the Lenders party to the Existing Credit Agreement immediately prior to the effectiveness of this Amendment), TPG and the Administrative Agent;

(b) the Administrative Agent’s (or it’s counsel’s) receipt of the following, each properly executed by a Responsible Officer of the signing Loan Party:

(i) solely with respect to the Loan Parties organized in the United States (or any state thereof) certificates of good standing from the secretary of state of the state of the incorporation or organization of such Loan Party, customary resolutions of the board of directors or managers or other governing body and incumbency certificates evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Amendment and the other Loan Documents to which such Loan Party is a party or is to be a party on the Amendment No. 3 Effective Date; and

(ii) a certificate of a Responsible Officer certifying that the conditions set forth in Sections 5(c) and 5(e) of this Amendment has been satisfied;

(c) the representations and warranties contained in Section 7 hereof shall be true and correct in all material respects (without duplication of any materiality qualifier contained therein);

(d) a customary written legal opinion by Weil, Gotshal & Manges LLP, counsel to the Loan Parties , dated as of the Amendment No. 3 Effective Date and addressed to the Administrative Agent and the Lenders;

(e) other than the Waived Events of Default, no Default or Event of Default shall have occurred and be continuing after giving effect to this Amendment;

(f) the Administrative Agent shall have received reimbursement or payment of all fees and expenses required to be reimbursed or paid hereunder or under any other Loan Document or otherwise agreed to in writing to be paid (including the reasonable and documented fees, charges and disbursements of Paul, Weiss, Rifkind, Wharton & Garrison LLP, as counsel to the Administrative Agent), in each case, on or prior to the Amendment No. 3 Effective Date, to the extent invoiced at least three (3) Business Days prior to the Amendment No. 3 Effective Date (or such later date as the Borrower may agree);

(f) the Administrative Agent shall have received a copy of a detailed sources and uses statement and funds flow memorandum for the transactions contemplated by the Loan Documents on the Amendment No. 3 Effective Date;

(g) the amendment to the Super-Priority Credit Agreement and an amendment to the Intercompany Note in form and substance reasonably satisfactory to the Administrative Agent, shall have been executed and delivered by the parties thereto;

(h) the Administrative Agent shall have received all information, documents, and analysis responsive to all of the Lenders’ then-outstanding diligence requests that were made on or prior to the date that is three (3) days prior to the Amendment No. 3 Effective Date, which responsive information, documents, and analysis shall be, in each case, satisfactory to the Lenders; and

(i) (i) the Exchange Agreement shall have been duly executed by each party thereto and shall be in full force and effect and (ii) each of the conditions precedent to consummation of the Closing (as defined in the Exchange Agreement) shall be satisfied (or waived in writing in accordance with the terms hereof);

(j) the consummation of the Restructuring Related Transactions;

(k) the Borrower shall have delivered to the Administrative Agent customer scorecards in respect of suppliers of the Borrower and its Subsidiaries in form and substance reasonably satisfactory to the Administrative Agent; and

(l) the Borrower shall have paid (or caused to be paid) (i) any fees payable to the Lenders and the Administrative Agent on the Amendment No. 3 Effective Date and (ii) to the extent the Borrower has received invoices therefor at least three Business Days prior to the Amendment No. 3 Effective Date, all expenses of the Lenders party hereto and the Administrative Agent payable pursuant to Section 10.04 of the Amended Credit Agreement which have accrued to or are otherwise payable on the Amendment No. 3 Effective Date (including reasonable and documented fees, disbursements and other charges of Paul, Weiss, Rifkind, Wharton & Garrison, as counsel to the Lenders).

SECTION 7. No Default; Representations and Warranties. In order to induce the Lenders and the Administrative Agent to enter into this Amendment, the Borrower and each other Loan Party hereto represent and warrant to the Lenders and the Administrative Agent that:

(a) on and as of the date hereof immediately after giving effect to this Amendment, (i) after giving effect to the Waived Events of Default, no Default or Event of Default has occurred and is continuing or would result from giving effect to this Amendment or the transactions contemplated hereby and (ii) the representations and warranties contained in the Amended Credit Agreement and the other Loan Documents are true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified as to “materiality” or “Material Adverse Effect” in the text thereof, which representations and warranties shall be true and correct in all respects subject to such qualification) on and as of the date hereof with the same effect as if made on and as of the date hereof or, in the case of any representations and warranties that expressly relate to an earlier date, as though made as of such date, except, with respect to the representation contained in Section 5.05(2) of the Amended Credit Agreement, to the extent previously disclosed by the Borrower to the Administrative Agent on or prior to the Amendment No. 3 Effective Date; and

(b) the execution, delivery and performance by each Loan Party party hereto of its respective obligations under this Amendment have been duly authorized by all necessary corporate, limited liability company or other similar action of such Loan Party. This Amendment has been duly executed and delivered by each Loan Party party hereto. This Amendment constitutes a legal, valid and binding obligation of each Loan Party, enforceable against each such Loan Party in accordance with its terms, except as such enforceability may be limited by Debtor Relief Laws, the German StaRUG, the Relevant EU Directive and/or by general principles of equity and principles of good faith and fair dealing generally applicable to entities such as the Loan Parties.

(c) Reaffirmation of the Loan Parties. Each Loan Party hereby confirms and agrees that, notwithstanding the effectiveness of this Amendment, each Loan Document to which such Loan Party is a party is, and the obligations of such Loan Party contained in the Amended Credit Agreement, this Amendment or in any other Loan Document to which it is a party are, and shall continue to be, in full force and effect and are hereby ratified and confirmed in all respects, in each case as amended by this Amendment. For greater certainty and without limiting the foregoing, each Loan Party, hereby confirms that (x) the existing security interests and/or guarantees granted by such Loan Party in favor of the Secured Parties pursuant to the Loan Documents in the Collateral described therein shall continue to secure the obligations of the Loan Parties under the Amended Credit Agreement and the other Loan Documents as and to the extent provided in the Loan Documents and (y) with respect to the Collateral Documents governed by the laws of the Netherlands, such Collateral Documents have always been intended to extend to the obligations of the Loan Parties under the Loan Documents as amended and restated from time to time, including as amended by this Amendment and shall so extend thereto in accordance with the terms of the Loan Documents.

SECTION 8. Limited Waiver of Specified Defaults.

(a) In consideration of the Loan Parties’ agreement to timely and strictly comply with the terms of this Amendment, and in reliance upon the representations, warranties, agreements and covenants of the Loan Parties set forth herein, subject to the satisfaction of the conditions precedent set forth in Section 5 hereof, the Required Lenders (severally and not jointly) hereby waive during the Accommodation Period (as defined below) (i) all existing Defaults or Events of Default under the Existing Credit Agreement outstanding on the Amendment No. 3 Effective Date (immediately prior to the effectiveness of this Section 8), including any Default or Event of Default (1) arising under Section 8.01(1) of the Existing Credit Agreement, (2) arising under Section 8.01(5) of the Existing Credit Agreement and (3) as a result of the Borrower’s failure to comply with Section 7.12 of the Existing Credit Agreement and (ii) from the failure of the Borrower to notify any Person of the Defaults or Events of Default described in clause (i) above (collectively, the “Waived Events of Default”) (this clause (i), the “Limited Waiver”), (x) as specifically set forth in this Amendment, (y) at the request of the Borrower and (z) in accordance with Section 10.01 of the Amended Credit Agreement. Nothing contained herein shall be deemed to constitute a waiver by the Administrative Agent or the Lenders of any other Default or Event of Default or consent to the departure from any other provision of the Amended Credit Agreement whatsoever, whether or not known by any of them, other than the Limited Waiver. Notwithstanding the foregoing, as of the execution of this Limited Waiver and Amendment, the Lenders are not aware of any existing Default or Event of Default or prospective Default or Event of Default other than the Waived Events of Default.

(b) The Limited Waiver shall commence on the Amendment No. 3 Effective Date and continue until the earliest to occur of:

(1) [reserved],

(2) other than the Waived Events of Default, there occurs either any Default or Event of Default under the Loan Documents (it being understood that, without limiting any of the foregoing in this clause (2), the filing of a voluntary or involuntary petition under any bankruptcy or insolvency laws by or against any Loan Party shall constitute an immediate event of termination).

(3) the Borrower and its Subsidiaries, takes any of the following actions on or after the Amendment No. 3 Effective Date:

(i) [reserved];

(ii) consensually incurring any new Investments, Indebtedness or Liens or consummating any Asset Sales outside of the ordinary course of business and not consistent with past practice (including Section 7.04(2) in the Amended Credit Agreement);

(iii) entering into any new transaction with an Affiliate (other than any Loan Party) outside of the ordinary course of business and not consistent with past practice;

(iv) making any Restricted Payments under any of Section 7.05(b)(7), Section 7.05(b)(9) or Section 7.05(b)(4) of the Amended Credit Agreement;

(v) any issuance of equity securities by the Borrower or any of its Subsidiaries (other than on the Amendment No. 3 Effective Date, pursuant to the Exchange Agreement); or

(vi) opting to make any reinvestment of Net Proceeds under Section 2.05(2)(b)(ii) of the Amended Credit Agreement,

other than, in each case,

(A) [reserved];

(B) intercompany transactions among the Borrower and the other Loan Parties;

(D) to the extent permitted or otherwise contemplated in the Support Agreement (including any term sheets related thereto) or any other agreement relating to the Recapitalization Transaction to which agreements the Lenders are a party; or

(E) to the extent the Required Lenders have consented to such transaction (which consent may be in the form of electronic mail delivered by Paul, Weiss, Rifkind, Wharton & Garrison (acting in its capacity as counsel to the Lenders)). The date on which the earliest of (1), (2) and (3) occurs is the “Accommodation Period Termination Date” and the period commencing on the Amendment No. 3 Effective Date and ending on the Accommodation Period Termination Date, is the “Accommodation Period”.

Notice of the Accommodation Period Termination Date shall be sent by the Administrative Agent in writing for dissemination to all Lenders and the Borrower. From and after the Accommodation Period Termination Date, the Limited Waiver shall immediately and

automatically terminate and have no further force or effect, and each of the Lenders and the Administrative Agent shall be released from any and all obligations and agreements under the Limited Waiver and shall be entitled to exercise any rights and remedies as if the Limited Waiver had never existed, without any further notice to the Borrower or any other Loan Party, passage of time, waiver or forbearance of any kind, and all of the rights and remedies under the Loan Documents and at law and in equity shall be available without restriction or modification, as if the Limited Waiver had not occurred. Each of the Loan Parties agrees, on behalf of itself and its Subsidiaries, that the Administrative Agent and the Lenders shall have no obligation to extend the Accommodation Period. This Amendment and the Limited Waiver contemplated by this Section 8 shall not be construed as establishing a custom or a course of dealing or conduct among the Administrative Agent, the Lenders and the Loan Parties.

(c) Notwithstanding anything in this Amendment or elsewhere to the contrary, the Limited Waiver by the Lenders described above is limited solely to the Waived Events of Default. Such waiver is limited to the extent expressly described herein and shall not be construed to be a consent to or a permanent waiver of the Waived Events of Default or a consent with respect to or waiver of any other terms, provisions, covenants, warranties or agreements contained in the Credit Agreement or in any of the other Loan Documents. The Administrative Agent and the Lenders reserve (i) the right to exercise any rights and remedies available to them in connection with such Waived Events of Default on and after the Accommodation Period Termination Date to the extent such Waived Events of Default have not been cured or otherwise waived in accordance with the terms of the Loan Documents and (ii) the right to exercise any rights and remedies available to them in connection with any other present or future Events of Default with respect to the Credit Agreement or any other provision of any Loan Document.

(d) Each of the Loan Parties hereby further agrees and acknowledges that (i) the Waived Events of Default have not been waived permanently as a result of this Limited Waiver and that the Limited Waiver by the Lenders with respect thereto hereunder is temporary in nature; (ii) from and after the Accommodation Period Termination Date, the Administrative Agent and the Lenders may, at their discretion, at any time and from time to time, exercise any and all of the rights and remedies with respect to the Waived Events of Default to the extent such Waived Events of Default have not been cured or otherwise waived in accordance with the terms of the Loan Documents at such time; and (iii) the Administrative Agent and the Lenders may exercise any rights and remedies available to them in connection with any other present or future Events of Default with respect to the Credit Agreement or any other provision of any Loan Document.

SECTION 9. Effects on Loan Documents.

(a) From and after the Amendment No. 3 Effective Date, each reference in the Amended Credit Agreement to “this Agreement,” “hereunder,” “hereof” or words of like import shall, unless expressly provided otherwise, mean and be a reference to the Amended Credit Agreement and each reference in each other Loan Document to the Credit Agreement (including by means of words like “thereunder,” “thereof” and words of like import) shall, unless expressly provided otherwise, mean and be a reference to the Amended Credit Agreement.

(b) Except as expressly set forth herein, each and every term, condition, obligation, covenant and agreement contained in the Amended Credit Agreement or any other provision of either such agreement or any other Loan Document is hereby ratified and re-affirmed in all respects and shall continue in full force and effect and each Loan Party reaffirms its obligations under each of the Loan Documents to which it is party, and confirms that all obligations of such Loan Party under the Loan Documents to which such Loan Party is a party shall continue to apply to the Amended Credit Agreement.

(c) Except for the waivers and amendments expressly set forth herein, all Loan Documents shall continue to be in full force and effect and are hereby in all respects ratified and confirmed.

(d) The execution, delivery and effectiveness of this Amendment shall not operate as a waiver of any right, power or remedy of any Lender, the Administrative Agent or any other Secured Party under any of the Loan Documents, nor constitute a waiver of any provision of the Loan Documents or in any way limit, impair or otherwise affect the rights and remedies of the Administrative Agent, the Lenders or any of the other Secured Parties under the Loan Documents.

(e) The other parties hereto hereby acknowledge and agree that, from and after the Amendment No. 3 Effective Date, this Amendment shall constitute a Loan Document for all purposes of the Amended Credit Agreement.

SECTION 10. Ratification and Reaffirmation. Each of the Loan Parties as debtor, grantor, pledgor, guarantor, assignor, or in other any other similar capacity in which such Loan Party grants liens or security interests in its property or otherwise acts as accommodation party or guarantor, as the case may be, hereby, after giving effect to the Restructuring Related Transactions, (i) ratifies and reaffirms the covenants and agreements contained in, and all of its payment and performance obligations and guaranties, contingent or otherwise, under, each of the Loan Documents to which it is a party (after giving effect hereto), and (ii) to the extent such Loan Party granted liens on or security interests in any of its property pursuant to any such Loan Document as security for or to otherwise guarantee the Obligations under or with respect to the Loan Documents, ratifies and reaffirms such guarantee and grant of security interests and liens and confirms and agrees that such guarantee includes, and such security interests and liens hereafter secure, all of the Obligations as amended hereby.

SECTION 11. Miscellaneous.

(a) This Amendment is binding and enforceable as of the date hereof against each party hereto and its successors and permitted assigns.

(b) This Amendment may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Delivery of an executed signature page of this Amendment by facsimile or other electronic mail transmission shall be effective as delivery of a manually executed counterpart hereof. A set of the copies of this Amendment signed by all the parties shall be lodged with the Administrative Agent. The words “delivery,” “execution,” “execute,” “signed,” “signature,” and words of like import in this Amendment shall be deemed to include electronic signatures, the electronic matching of assignment terms and contract formations on electronic platforms approved by the Administrative Agent, or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature, physical delivery thereof or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable Law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act.

(c) If any provision of this Amendment is held to be illegal, invalid or unenforceable, (x) the legality, validity and enforceability of the remaining provisions of this Amendment shall not be affected or impaired thereby and (y) the parties shall endeavor in good faith negotiations to replace the illegal, invalid or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the illegal, invalid or unenforceable provisions. The invalidity of a provision in a particular jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

(d) Each of the parties hereto hereby agrees that Sections 10.16 and 10.17 of the Amended Credit Agreement are incorporated by reference herein, mutatis mutandis, and shall have the same force and effect with respect to this Amendment as if originally set forth herein.

(e) Section headings herein are included herein for convenience of reference only and shall not constitute a part hereof for any other purpose or be given any substantive effect.

SECTION 12. No Novation. By its execution of this Amendment, each of the parties hereto acknowledges and agrees that the terms of this Amendment do not constitute a novation, but, rather, a supplement of the terms of a pre-existing indebtedness and related agreement, as evidenced by the Amended Credit Agreement.

SECTION 13. Confirmation of Guaranties. Each of the Loan Parties, by their signatures below, hereby (i) confirms that it consents to the terms of this Amendment and the Amended Credit Agreement and (ii) affirms and confirms its guarantee of the Obligations under the terms and conditions of the Guaranty and agrees that such guarantee remains in full force and effect to the extent set forth in such Guaranty and after giving effect to this Amendment.

SECTION 14. Release. In consideration of the agreements of the Lenders party hereto, the Administrative Agent and for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, each Loan Party, on behalf of itself, its controlled Affiliates and their respective successors and assigns (the Loan Parties and such other Persons being hereinafter referred to collectively as the “Releasing Parties” and individually as a “Releasing Party”), hereby absolutely, unconditionally and irrevocably releases, remises and forever discharges the Lenders party hereto, the Administrative Agent, and each of their respective present and former shareholders, affiliates, subsidiaries, divisions, predecessors, directors, officers, attorneys, employees, agents, legal representatives and other representatives (the Lenders party hereto, the Administrative Agent and all such other Persons being hereinafter referred to collectively as the “Releasees” and individually as a “Releasee”), of and from all demands, actions, causes of action, suits, damages and any and all other claims, counterclaims, defenses, rights of set off, demands and liabilities whatsoever (individually, a “Claim” and collectively, the “Claims”) of every kind and nature, known or unknown, suspected or unsuspected, at law or in equity, which any Releasing Party may now or hereafter own, hold, have or claim to have against the Releasees or any of them for, upon, or by reason of any circumstance, action, cause or thing whatsoever which arose or occurred at any time on or prior to the date of this Amendment, to the extent related to this Amendment, the Amended Credit Agreement, any of the other related Loan Documents or any of the transactions hereunder or thereunder.

SECTION 15. Holdings. By executing and delivering a counterpart to this Amendment, Holdings shall be deemed to be a party to, and shall be bound by the terms and conditions of, the Amended Credit Agreement with the same force and effect as if it were an original signatory thereto. Notwithstanding anything to the contrary set forth herein or in any other Loan Document, at all times on and after the Amendment No. 3 Effective Date and prior to the date that Holdings shall have Guaranteed the Obligations by executing the amended and restated Guaranty in accordance with Section A of Annex B hereto (and solely during such period), any reference to a “Loan Party”, a “Guarantor”, the “Loan Parties” or the “Guarantors” in this Amendment, the Amended Credit Agreement, and the other Loan Documents shall not include Holdings.

[Signature Pages Follow]

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed and delivered by their respective proper and duly authorized officers as of the day and year first above written.

BORROWER:

Superior Industries International, Inc.

By: /s/ David M. Sherbin
Name: David M. Sherbin
Title: Senior Vice President, General Counsel, Chief Compliance Officer and Corporate Secretary

GUARANTORS:

SUPERIOR INDUSTRIES INTERNATIONAL HOLDINGS, LLC
SUPERIOR INDUSTRIES INTERNATIONAL ARKANSAS, LLC
SUPERIOR INDUSTRIES INTERNATIONAL MICHIGAN, LLC
SUPERIOR INDUSTRIES INTERNATIONAL ASSET MANAGEMENT, LLC

By: /s/ David M. Sherbin
Name: David M. Sherbin
Title: Senior Vice President and Secretary

SIIP HOLDINGS, LLC

By: /s/ David M. Sherbin
Name: David M. Sherbin
Title: Director

[Third Amendment to Amended and Restated Credit Agreement]

SUPERIOR INDUSTRIES INTERNATIONAL PRODUCTION S.R.L.

By: /s/ David M. Sherbin
Name: David M. Sherbin
Title: Manager One

SUPERIOR INDUSTRIES INTERNATIONAL GERMANY GMBH
SUPERIOR INDUSTRIES EUROPE AG
SUPERIOR INDUSTRIES AUTOMOTIVE GERMANY GMBH
SUPERIOR INDUSTRIES LEICHTMETALLRÄDER GERMANY GMBH

By: /s/ Dorota Piwkowska-Szyjka
Name: Dorota Piwkowska-Szyjka
Title: Member of the Management Board

SUPERIOR INDUSTRIES NORTH AMERICA, S. DE R.L. DE C.V.
SUPERIOR INDUSTRIES DE MEXICO, S. DE R.L. DE C.V.
SUPERIOR INDUSTRIES TRADING DE MEXICO, S. DE R.L. DE C.V.
SUPERIOR SHARED SERVICES, S. DE R.L. DE C.V.

By: /s/ David M. Sherbin
Name: David M. Sherbin
Title: Member of the Board of Managers

SUPERIOR INDUSTRIES PRODUCTION POLAND SP. Z O.O.

By: /s/ Dorota Piwkowska-Szyjka
Name: Dorota Piwkowska-Szyjka
Title: Member of the Management Board

By: /s/ Michael Lee Dorah
Name: Michael Lee Dorah
Title: Member of the Management Board

[Third Amendment to Amended and Restated Credit Agreement]

SUPERIOR INDUSTRIES INTERNATIONAL NETHERLANDS B.V.
SUPERIOR INDUSTRIES INTERNATIONAL (DUTCH) B.V.

Signed for and on behalf of United International Management, B.V., Managing Director A

By: /s/ Frederik Bouwman
Name: Frederik Bouwman
Title: Proxy holder A

By: /s/ Hana Balcarova
Name: Hana Balcarova
Title: Proxy holder B

Signed for and on behalf of Superior Industries International, Inc., Managing Director B

By:/s/ David M. Sherbin
Name: David M. Sherbin
Title: Senior Vice President, General Counsel, Chief Compliance Officer and Corporate Secretary

[Third Amendment to Amended and Restated Credit Agreement]

HOLDINGS:

SUP Intermediate Holdings, LLC

By: /s/ Robert LaRoche
Name: Robert LaRoche
Title: Authorized Signatory

[Third Amendment to Amended and Restated Credit Agreement]

Oaktree Fund Administration, LLC,
as the Administrative Agent

By: Oaktree Capital Management, L.P.

Its: Managing Member

By: /s/ Robert La Roche
Name: Robert LaRoche
Title: Authorized Signatory

By: /s/ Ross Rosenfelt
Name: Ross Rosenfelt
Title: Authorized Signatory

[Third Amendment to Amended and Restated Credit Agreement]

OPPS SI HOLDINGS, LLC, as a Lender

By: Oaktree Fund GP, LLC
Its: Manager

By: Oaktree Fund GP I, L.P.

Its: Managing Member

By: /s/ Robert La Roche
Name: Robert LaRoche
Title: Authorized Signatory

By: /s/ Ross Rosenfelt
Name: Ross Rosenfelt
Title: Authorized Signatory

OPPS XII SPR HOLDINGS, L.P.

By: Oaktree Fund GP, LLC

Its: General Partner

By: Oaktree Fund GP I, L.P.

Its: Managing Member

By: /s/ Robert La Roche
Name: Robert LaRoche
Title: Authorized Signatory

By: /s/ Ross Rosenfelt
Name: Ross Rosenfelt
Title: Authorized Signatory

[Third Amendment to Amended and Restated Credit Agreement]

OAKTREE HUNTINGTON INVESTMENT FUND II, L.P., as a Lender

By: Oaktree Huntington Investment Fund II GP, L.P.

Its: General Partner

By: Oaktree Fund GP, LLC

Its: General Partner

By: Oaktree Fund GP I, L.P.

Its: Managing Member

By: /s/ Robert La Roche
Name: Robert LaRoche
Title: Authorized Signatory

By: /s/ Ross Rosenfelt
Name: Ross Rosenfelt
Title: Authorized Signatory

[Third Amendment to Amended and Restated Credit Agreement]

BLUE TORCH CREDIT OPPORTUNITIES FUND III LP, as a Lender

By: Blue Torch Credit Opportunities GP III LLC, its general partner

By: KPG BTC Management LLC, its sole member

By: /s/ Kevin Genda_____________________________

Name: Kevin Genda

Title: Managing Member

BLUE TORCH CREDIT OPPORTUNITIES KRS FUND LP, as a Lender

By: Blue Torch Credit Opportunities KRS Fund LP, its sole member

By: Blue Torch Credit Opportunities KRS GP LLC, its general partner

By: KPG BTC Management LLC, its sole member

By: /s/ Kevin Genda_____________________________

Name: Kevin Genda

Title: Managing Member

BLUE TORCH OFFSHORE CREDIT OPPORTUNITIES MASTER FUND III LP, as a Lender

By: Blue Torch Offshore Credit Opportunities GP III LLC, its general partner

By: KPG BTC Management LLC, its sole member

By: /s/ Kevin Genda_____________________________

Name: Kevin Genda

Title: Managing Member

[Third Amendment to Amended and Restated Credit Agreement]

BLUE TORCH CREDIT OPPORTUNITIES SBAF FUND LP, as a Lender

By: Blue Torch Credit Opportunities SBAF GP LLC, its general partner

By: KPG BTC Management LLC, its sole member

By: /s/ Kevin Genda_____________________________

Name: Kevin Genda

Title: Managing Member

BLUE TORCH CREDIT OPPORTUNITIES UNLEVERED FUND III LP, as a Lender

By: Blue Torch Credit Opportunities GP III LLC, its general partner

By: KPG BTC Management LLC, its sole member

By: /s/ Kevin Genda_____________________________

Name: Kevin Genda

Title: Managing Member

BTC HOLDINGS SC FUND LLC, as a Lender

By: Blue Torch Credit Opportunities SC Master Fund LP, its sole member

By: Blue Torch Credit Opportunities SC GP LLC, its general partner

By: KPG BTC Management LLC, its sole member

By: /s/ Kevin Genda_____________________________

Name: Kevin Genda

Title: Managing Member

[Third Amendment to Amended and Restated Credit Agreement]

BT HOLDINGS SBAF FUND-B LLC, as a Lender

By: Blue Torch Credit Opportunities SBAF Fund LP, its sole member

By: Blue Torch Credit Opportunities SBAF GP LLC, its general partner

By: KPG BTC Management LLC, its sole member

By: /s/ Kevin Genda_____________________________

Name: Kevin Genda

Title: Managing Member

BTC OFFSHORE HOLDINGS FUND III-C LLC, as a Lender

By: Blue Torch Offshore Credit Opportunities Master Fund III LP, its Sole Member

By: Blue Torch Offshore Credit Opportunities GP III LLC, its General Partner

By: KPG BTC Management LLC, its managing member

By: /s/ Kevin Genda_____________________________

Name: Kevin Genda

Title: Managing Member

BTC HOLDINGS SC FUND LLC, as a Lender

By: Blue Torch Credit Opportunities SC Master Fund LP, its sole member

By: Blue Torch Credit Opportunities SC GP LLC, its general partner

By: KPG BTC Management LLC, its sole member

By: /s/ Kevin Genda_____________________________

Name: Kevin Genda

Title: Managing Member

[Third Amendment to Amended and Restated Credit Agreement]

BTC HOLDINGS SBAF FUND LLC, as a Lender

By: Blue Torch Credit Opportunities SBAF Fund LP, its sole member

By: Blue Torch Credit Opportunities SBAF GP LLC, its general partner

By: KPG BTC Management LLC, its sole member

By: /s/ Kevin Genda_____________________________

Name: Kevin Genda

Title: Managing Member

BTC HOLDINGS KRS FUND LLC, as a Lender

By: Blue Torch Credit Opportunities KRS Fund LP, its sole member

By: Blue Torch Credit Opportunities KRS GP LLC, its general partner

By: KPG BTC Management LLC, its sole member

By: /s/ Kevin Genda_____________________________

Name: Kevin Genda

Title: Managing Member

BTC HOLDINGS FUND III, LLC, as a Lender

By: Blue Torch Credit Opportunities Fund III LP, its Sole Member

By: Blue Torch Credit Opportunities GP III LLC, its General Partner

By: KPG BTC Management LLC, its sole member

By: /s/Kevin Genda_____________________________

Name: Kevin Genda

Title: Managing Member

[Third Amendment to Amended and Restated Credit Agreement]

BTC HOLDINGS FUND III-B, LLC, as a Lender

By: Blue Torch Credit Opportunities Fund III LP, its Sole Member

By: Blue Torch Credit Opportunities GP III LLC, its General Partner

By: KPG BTC Management LLC, its sole member

By: /s/ Kevin Genda_____________________________

Name: Kevin Genda

Title: Managing Member

BTC OFFSHORE HOLDINGS FUND III-D LLC, as a Lender

By: Blue Torch Offshore Credit Opportunities Master Fund III LP, its Sole Member

By: Blue Torch Offshore Credit Opportunities GP III LLC, its General Partner

By: KPG BTC Management LLC, its managing member

By: /s/ Kevin Genda_____________________________

Name: Kevin Genda

Title: Managing Member

BTC OFFSHORE HOLDINGS FUND III-B LLC, as a Lender

By: Blue Torch Offshore Credit Opportunities Master Fund III LP, its Sole Member

By: Blue Torch Offshore Credit Opportunities GP III LLC, its General Partner

By: KPG BTC Management LLC, its managing member

By: /s/ Kevin Genda_____________________________

Name: Kevin Genda

Title: Managing Member

[Third Amendment to Amended and Restated Credit Agreement]

Nicodemus Place, LLC, as a Lender

By: /s/ Jeffrey Forlizzi __________________________

Name: Jeffrey Forlizzi

Title: Authorized Signatory

Shawnee 1892, LLC, as a Lender

By: /s/ Donald J. Puglisi _________________________

Name: Donald J. Puglisi

Title: Manager

Shawnee 2025-1, LLC, as a Lender

By: /s/ Donald J. Puglisi _________________________

Name: Donald J. Puglisi

Title: Manager

Garfield Park, LLC, as a Lender

By: /s/ Blaine Hirsch____________________________

Name: Blaine Hirsch

Title: Authorized Signatory

[Third Amendment to Amended and Restated Credit Agreement]

TCW DL VIII FINANCING LLC, as a Lender

By: TCW Asset Management Company LLC, its Collateral Manager

By: /s/ Suzanne Grosso________________________

Name: Suzanne Grosso

Title: Managing Director

TCW WV FINANCING LLC, as a Lender

By: TCW Asset Management Company LLC, its Collateral Manager

By: /s/ Suzanne Grosso________________________

Name: Suzanne Grosso

Title: Managing Director

TCW SKYLINE LENDING LP, as a Lender

By: TCW Asset Management Company LLC, its Investment Advisor

By: /s/ Suzanne Grosso________________________

Name: Suzanne Grosso

Title: Managing Director

TCW BRAZOS FUND LLC, as a Lender

By: TCW Asset Management Company LLC, its Investment Advisor

By: /s/ Suzanne Grosso________________________

Name: Suzanne Grosso

Title: Managing Director

[Third Amendment to Amended and Restated Credit Agreement]

TCW DIRECT LENDING STRUCTURED SOLUTIONS 2019 LLC, as a Lender

By: TCW Asset Management Company LLC, its Investment Manager

By: /s/ Suzanne Grosso________________________

Name: Suzanne Grosso

Title: Managing Director

TCW STAR DIRECT LENDING LLC, as a Lender

By: TCW Asset Management Company LLC, its Investment Advisor

By: /s/ Suzanne Grosso________________________

Name: Suzanne Grosso

Title: Managing Director

TCW DIRECT LENDING STRUCTURED SOLUTIONS 2022 LLC, as a Lender

By: TCW Asset Management Company LLC, its Collateral Manager

By: /s/ Suzanne Grosso________________________

Name: Suzanne Grosso

Title: Managing Director

TCW DIRECT LENDING PRIVATE FUND VIII LP, as a Lender

By: TCW Asset Management Company LLC, its Investment Advisor

By: /s/ Suzanne Grosso________________________

Name: Suzanne Grosso

Title: Managing Director

[Third Amendment to Amended and Restated Credit Agreement]

SAFETY NATIONAL CASUALTY CORPORATION, as a Lender

By: TCW Asset Management Company LLC, its Investment Manager and Attorney-in-Fact

By: /s/ Suzanne Grosso________________________

Name: Suzanne Grosso

Title: Managing Director

RELIANCE STANDARD LIFE INSURANCE COMPANY, as a Lender

By: TCW Asset Management Company LLC, its Investment Manager and Attorney-in-Fact

By: /s/ Suzanne Grosso________________________

Name: Suzanne Grosso

Title: Managing Director

PHILADELPHIA INDEMNITY INSURANCE COMPANY, as a Lender

By: TCW Asset Management Company LLC, its Investment Manager and Attorney-in-Fact

By: /s/ Suzanne Grosso________________________

Name: Suzanne Grosso

Title: Managing Director

CCLF HOLDINGS (D41) LLC, as a Lender

By: /s/ Stephen Nesbitt________________________

Name: Stephen Nesbitt

Title: President

[Third Amendment to Amended and Restated Credit Agreement]

TCW SPIRIT DIRECT LENDING LLC, as a Lender

By: TCW Asset Management Company LLC, its Investment Advisor

By: /s/ Suzanne Grosso________________________

Name: Suzanne Grosso

Title: Managing Director

[Third Amendment to Amended and Restated Credit Agreement]

ARINI CREDIT MASTER FUND LTD, as a Lender

By: /s/ Veronica Buffoni_________________________

Name: Veronica Buffoni

Title: Director

SQUAREPOINT DIVERSIFIED PARTNERS

FUND 7 LIMITED, as a Lender

By: /s/ Ronald Veith__________________________

Name: Ronald Veith

Title: Director

ARINI EUROPEAN DEBT VEHICLE SARL SICAV-RAIF on behalf of ARINI CREDIT OPPORTUNITIES FUND I INVESTMENT COMPARTMENT, as a Lender

By: /s/ Veronica Buffoni_________________________

Name: Veronica Buffoni

Title: Manager

[Third Amendment to Amended and Restated Credit Agreement]

TPG GROWTH III SIDEWALL, L.P.

By: TPG Growth Gen Par III, L.P.,
its general partner

By: TPG Growth Gen Par III Advisors, LLC,
its general partner

By: /s/ Martin Davidson__________________________

Name: Martin Davidson

Title: Chief Accounting Officer

[Third Amendment to Amended and Restated Credit Agreement]

SCHEDULE 1

ON FILE WITH THE ADMINISTRATIVE AGENT

SCHEDULE 2

ON FILE WITH THE ADMINISTRATIVE AGENT

Annex A

(See attached)

$59200,000,000.00
AMENDED AND RESTATED CREDIT AGREEMENT

Dated as of August 14, 2024,

as amended by

First Amendment to Amended and Restated Credit Agreement, dated as of March 31, 2025,

Second Amendment to Amended and Restated Credit Agreement, dated as of June 4, 2025,

Third Amendment to Amended and Restated Credit Agreement, dated as of December 8, 2025,

among

SUP INTERMEDIATE HOLDINGS, LLC,
as Holdings,

SUPERIOR INDUSTRIES INTERNATIONAL, INC.,
as the Borrower,

OAKTREE FUND ADMINISTRATION, LLC,
as Administrative Agent,

JPMORGAN CHASE BANK, N.A.,
as Collateral Agent,

and

THE OTHER LENDERS PARTY HERETO

________________

Table of Contents

Page

Article I

Definitions and Accounting Terms 7

Section 1.01 Defined Terms. 17

Section 1.02 Other Interpretive Provisions. 7680

Section 1.03 Accounting Terms. 7781

Section 1.04 Rounding. 7781

Section 1.05 References to Agreements, Laws, etc. 7781

Section 1.06 Times of Day and Timing of Payment and Performance. 7781

Section 1.07 Pro Forma and Other Calculations. 7782

Section 1.08 [Reserved]. 8084

Section 1.09 Currency Equivalents Generally. 8085

Section 1.10 Interest Rates; Benchmark Notification. 8185

Article II

The Commitments and Borrowings 8185

Section 2.01 The Loans. 8185

Section 2.02 Borrowings, Conversions and Continuations of Loans. 8285

Section 2.03 [Reserved]. 8487

Section 2.04 [Reserved]. 8488

Section 2.05 Prepayments. 8488

Section 2.06 Termination of Commitments.[Reserved] 8991

Section 2.07 Repayment of Loans. 8992

Section 2.08 Interest. 8992

Section 2.09 Fees. 8992

Section 2.10 Computation of Interest and Fees.. 9093

Section 2.11 Evidence of Indebtedness. 9093

Section 2.12 Payments Generally. 9093

Section 2.13 Sharing of Payments. 9195

Section 2.14 Incremental Facilities. 9295

Section 2.15 Refinancing Amendments. 9598

Section 2.16 Extensions of Loans. 9699

Section 2.17 Defaulting Lenders. 98101

Section 2.18 PaymentExit Premium.; Make-Whole Amount 99102

Article III

Taxes, Increased Costs Protection and Illegality 99102

Section 3.01 Taxes. 99102

Section 3.02 Illegality. 1025

Section 3.03 Inability to Determine Rates. 1036

Section 3.04 Increased Cost and Reduced Return; Capital Adequacy. 1047

Section 3.05 Funding Losses. 1058

Section 3.06 Matters Applicable to All Requests for Compensation. 1058

Section 3.07 Replacement of Lenders under Certain Circumstances. 1069

Section 3.08 Survival. 107110

Article IV

Conditions Precedent 107[Reserved]. 111

Section 4.01 Conditions Precedent to Effectiveness. 107

Article V

Representations and Warranties 1101

Section 5.01 Existence, Qualification and Power; Compliance with Laws. 1101

Section 5.02 Authorization; No Contravention. 111

Section 5.03 Governmental Authorization. 1112

Section 5.04 Binding Effect. 1112

Section 5.05 Financial Statements; No Material Adverse Effect. 112

Section 5.06 Litigation. 112

Section 5.07 Labor Matters. 1123

Section 5.08 Ownership of Property; Liens. 1123

Section 5.09 Environmental Matters. 1123

Section 5.10 Taxes. 113

Section 5.11 ERISA Compliance. 113

Section 5.12 Subsidiaries. 1134

Section 5.13 Margin Regulations; Investment Company Act. 1134

Section 5.14 Disclosure. 114

Section 5.15 Intellectual Property; Licenses, etc. 114

Section 5.16 Solvency. 1145

Section 5.17 USA PATRIOT Act; Anti-Corruption Compliance; Sanctions. 1145

Section 5.18 Collateral Documents. 1145

Section 5.19 Center of main interests. 115

Section 5.20 Fiscal Unity. 115

Section 5.21 403-Statement. 1156

Article VI

Affirmative Covenants 1156

Section 6.01 Financial Statements. 1156

Section 6.02 Certificates; Other Information. 1178

Section 6.03 Notices. 1189

Section 6.04 Payment of Taxes. 118120

Section 6.05 Preservation of Existence, etc. 118120

Section 6.06 Maintenance of Properties. 119120

Section 6.07 Maintenance of Insurance. 119120

Section 6.08 Compliance with Laws. 119121

Section 6.09 Books and Records. 119121

Section 6.10 Inspection Rights. 1201

Section 6.11 Covenant to Guarantee Obligations and Give Security. 1201

Section 6.12 Compliance with Environmental Laws. 1234

Section 6.13 Further Assurances and Post-ClosingPost-Amendment No. 3 Effective Date Covenant. 1234

Section 6.14 Use of Proceeds. 1235

Section 6.15 [Reserved]. 1235

Section 6.16 Anti-Corruption Compliance.. 1235

Article VII

Negative Covenants 1245

Section 7.01 Liens. 1245

Section 7.02 Indebtedness. 1245

Section 7.03 Fundamental Changes. 1324

Section 7.04 Asset Sales. 1346

Section 7.05 Restricted Payments. 1357

Section 7.06 Change in Nature of Business. 139140

Section 7.07 Transactions with Affiliates. 139140

Section 7.08 Burdensome Agreements. 1423

Section 7.09 Accounting Changes. 1456

Section 7.10 Modification of Terms of Subordinated Indebtedness. 1456

Section 7.11 Negative Pledge. 1456

Section 7.12 Financial Covenants. 1456

Section 7.13 Passive Holding Company 147

Article VIII

Events of Default and Remedies 1467

Section 8.01 Events of Default. 1467

Section 8.02 Remedies upon Event of Default. 1489

Section 8.03 Application of Funds. 148150

Section 8.04 Right to Cure. 149151

Article IX

Administrative Agent and Other Agents 1502

Section 9.01 Appointment and Authorization of the Administrative Agent. 1502

Section 9.02 Rights as a Lender.. 1513

Section 9.03 Exculpatory Provisions. 1513

Section 9.04 Lack of Reliance on the Agents.. 1524

Section 9.05 Certain Rights of the Agents. 1524

Section 9.06 Reliance by the Agents. 1524

Section 9.07 Delegation of Duties. 1525

Section 9.08 Indemnification. 1535

Section 9.09 Each Agent in Its Individual Capacity. 1535

Section 9.10 Erroneous Payments. 1536

Section 9.11 Resignation by the Agents. 1557

Section 9.12 Collateral Matters. 1568

Section 9.13 [Reserved]. 1579

Section 9.14 Administrative Agent May File Proofs of Claim. 1579

Section 9.15 Appointment of Supplemental Agents. 158160

Section 9.16 Intercreditor Agreements 159161

Section 9.17 [Reserved]. 159161

Section 9.18 Withholding Tax. 159161

Article X

Miscellaneous 159162

Section 10.01 Amendments, etc. 159162

Section 10.02 Notices and Other Communications; Facsimile Copies. 1647

Section 10.03 No Waiver; Cumulative Remedies. 1668

Section 10.04 Costs and Expenses. 1668

Section 10.05 Indemnification by the Borrower. 1679

Section 10.06 Marshaling; Payments Set Aside. 168170

Section 10.07 Successors and Assigns. 168170

Section 10.08 [Reserved]. 1747

Section 10.09 Confidentiality. 1747

Section 10.10 Setoff. 1758

Section 10.11 Interest Rate Limitation. 1758

Section 10.12 Counterparts; Integration; Effectiveness. 1768

Section 10.13 Electronic Execution of Assignments and Certain Other Documents. 1768

Section 10.14 Survival of Representations and Warranties. 1769

Section 10.15 Severability. 1769

Section 10.16 GOVERNING LAW. 1769

Section 10.17 WAIVER OF RIGHT TO TRIAL BY JURY. 177180

iii

Section 10.18 Binding Effect. 177[Reserved] 180

Section 10.19 Lender Action. 177180

Section 10.20 Use of Name, Logo, etc. 177180

Section 10.21 USA PATRIOT Act.. 177180

Section 10.22 Service of Process. 178180

Section 10.23 No Advisory or Fiduciary Responsibility. 178180

Section 10.24 Release of Collateral and Guarantee Obligations; Subordination of Liens. 178181

Section 10.25 Entire Agreement. 179182

Section 10.26 Acknowledgement and Consent to Bail-In of Affected Financial Institutions. 179182

Section 10.27 Acknowledgment Regarding Any Supported QFCs. 1802

Section 10.28 Amendment and Restatement.. 1803

SCHEDULES

1.01(1) Closing Date Guarantors

1.01(2) Mortgaged Properties

1.01(3) Agreed Security Principles

2.01 Commitments

4.01(1)(c) Certain Collateral Documents

5.12 Subsidiaries and Other Equity Investments

6.13(2) Post-Closing Matters

7.01 Existing Liens

7.02 Existing Indebtedness

7.05 Existing Investments

10.02 Administrative Agent’s Office, Certain Addresses for Notices

EXHIBITS

Form of

A Committed Loan Notice

B Term Note

C Compliance Certificate

D-1 Assignment and Assumption

D-2 Affiliated Lender Assignment and Assumption

E Monthly Factoring Report

F Cash Flow Forecast

G-1 Equal Priority Intercreditor Agreement

G-2 Junior Lien Intercreditor Agreement

H United States Tax Compliance Certificates

I Solvency Certificate

J [Reserved]

K Acceptable Subordinated Indebtedness Terms

amended and restated CREDIT AGREEMENT

This AMENDED AND RESTATED CREDIT AGREEMENT (this “Agreement”) is entered into as of August 14, 2024 by and among by and among SUP INTERMEDIATE HOLDINGS, LLC, a Delaware limited liability company (“Holdings”), SUPERIOR INDUSTRIES INTERNATIONAL, INC., a Delaware corporation (the “Borrower”), OAKTREE FUND ADMINISTRATION, LLC, a Delaware limited liability company, as administrative agent (in such capacity, including any successor thereto, the “Administrative Agent”) under the Loan Documents, JPMORGAN CHASE BANK, N.A., as collateral agent (in such capacity, including any successor thereto, the “Collateral Agent”) under the Loan Documents, and each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”).

PRELIMINARY STATEMENTS

The Borrower has requested that the Lenders (a) amend and restate , the other Loan Parties party thereto, the Guarantors party thereto, the financial institutions from time to time party thereto, the Administrative Agent and the Collateral Agent are party to that certain Credit Agreement, dated as of December 15, 2022 (the “Originalsuch agreement, as amended, restated, amended and restated, supplemented or otherwise modified from time to time prior to the date hereof, the “Existing Credit Agreement”), among the Borrower, the Administrative Agent and the lenders time to time party thereto, (b) extend credit to the .

The Borrower, the other Loan Parties party thereto, SUP Parent Holdings, LLC, a Delaware limited liability company (the “Parent”), the Administrative Agent, the Collateral Agent, the Lenders and the financial institutions and other entities party thereto have entered into an Exchange Agreement, dated on or about the date hereof (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Exchange Agreement”), pursuant to which certain lenders under the Existing Credit Agreement have agreed to support the Loan Parties and their affiliates in connection with certain organizational and financial restructuring transactions to be effected concurrently with Amendment No. 3, in each case, as more fully set forth in the Exchange Agreement (the “Restructuring”).

The Borrower has requested that the Lenders (a) make available to the Borrower (x) takeback term loans in the form of $520.0172.5 million of Amendment and Restatement Date Term Loans No. 3 Term Loans, which Amendment No. 3 Term Loans shall be deemed issued and made hereunder (i) in exchange for, and in partial satisfaction of, the obligations owing under the Existing Credit Agreement and (ii) in accordance with the TPG Letter Agreement, and (y) new money Amendment No. 3 Term Loans in an aggregate principal amount of $27.5 million, in each case, on the Amendment and RestatementNo. 3 Effective Date as a secured credit facility to (i) fund the Amendment and Restatement Date Refinancing, and (ii) provide working capital for, and for other general corporate purposes of, the Borrower and its Subsidiaries, and (c) pursuant to Amendment No. 2,and (b) the Existing Credit Agreement be amended and restated in its entirety to reflect the establishment of the Amendment No. 2 Delayed Draw Term Lenders commit to extend credit to the Borrower from time to time on or after the Amendment No. 2 Effective Date in the form of an up to $70,000,000 first-out delayed draw term loan facility consisting of Amendment No. 2 Delayed Draw Term Loans, of which $10,000,000 (the “Initial Draw”) will be funded on the Amendment No. 2 Effective Date3 Term Loans and to give effect to certain other amendments and modifications to the Existing Credit Agreement, in each case subject to the conditions set forth in this AgreementAmendment No. 3.

All of the Obligations under the Loan Documents and the Super-Priority Revolving Loan Documents (as herein defined) shall be, or continue to be, as applicable, secured by a first priority perfected Lien upon its Collateral.

Each Guarantor (as herein defined) continues to guaranty all of the Obligations of the Borrower to the LendersSecured Parties under the Loan Documents, and has granted to the Collateral Agent, for the

benefit of the Collateral Agent and the LendersSecured Parties and the Super-Priority Revolving LendersSecured Parties, a first priority Lien upon its Collateral.

The proceeds of the Amendment and Restatement Date Term Loans, together with cash on hand, will be used on the Amendment and Restatement Date, (i) to fund the Amendment and Restatement Date Refinancing, (ii) to pay the Transaction Expenses, and (iii) to fund amounts required for working capital.

WHEREAS, the Lenders, the Administrative Agent, the Collateral Agent, the Borrower and the other Loan Parties have agreed pursuant to the terms of Amendment No. 3 to amend and restate the Existing Credit Agreement in the form of this Agreement.

The applicable Lenders have indicated their willingness to lendprovide the Amendment No. 3 Term Loans to the Borrower on the terms and subject to the conditions set forth hereinin Amendment No. 3 and this Agreement.

In consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree, effective as of the Amendment No. 3 Effective Date, as follows:

SECTION 16.

Definitions and Accounting Terms

16.1 Defined TermsDefined Terms. As used in this Agreement (including the introductory paragraph hereof and the preliminary statements hereto), the following terms have the meanings set forth below:

“Acceptable Subordinated Indebtedness” means Indebtedness or Preferred Stock that satisfies the conditions set forth on Exhibit K.

“Accommodation Period” has the meaning assigned to such term in Amendment No. 23.

“Acquired EBITDA” means with respect to any Acquired Entity or Business for any period, the amount for such period of Consolidated EBITDA of such Acquired Entity or Business, as determined on a consolidated basis for such Acquired Entity or Business.

“Acquired Entity or Business” means any Person, or any business unit, line of business or division of any Person acquired by the Borrower or any Subsidiary of the Borrower during the applicable Test Period to the extent not subsequently sold, transferred or otherwise disposed of by the Borrower or such Subsidiary during such period.

“Acquired Indebtedness” means, with respect to any specified Person,

Indebtedness of any other Person existing at the time such other Person is merged, consolidated or amalgamated with or into or became a Subsidiary of such specified Person, including Indebtedness incurred in connection with, or in contemplation of, such other Person merging, amalgamating or consolidating with or into, or becoming a Subsidiary of such specified Person, and

Indebtedness secured by a Lien encumbering any asset acquired by such specified Person.

“Additional Lender” means, at any time, any bank, other financial institution or institutional lender or investor that, in any case, is not an existing Lender and that agrees to provide any portion of any (a) Incremental Loan in accordance with Section 2.14, (b) Other Loans pursuant to a Refinancing Amendment in accordance with Section 2.15 or (c) Replacement Loans pursuant to Section 10.01; provided that each Additional Lender shall be subject to the approval of the Administrative Agent, such approval not to be unreasonably withheld, conditioned or delayed, in each case solely to the extent that any such consent would be required from the Administrative Agent under Section 10.07(b)(iii)(B) for an assignment of Loans to such Additional Lender, such approval not to be

unreasonably withheld, conditioned or delayed, solely to the extent such consent would be required for any assignment to such Additional Lender under Section 10.07(b)(iii).

“Adjusted Daily Simple SOFR” means, with respect to any Daily Simple SOFR Borrowing, an interest rate per annum equal to the Daily Simple SOFR; provided that if the Adjusted Daily Simple SOFR as so determined would be less than the Floor, such rate shall be deemed to be equal to the Floor for the purposes of this Agreement.

“Adjusted Term SOFR Rate” means, with respect to any Term Benchmark Borrowing for any Interest Period, an interest rate per annum equal to the Term SOFR Rate for such Interest Period; provided that if the Adjusted Term SOFR Rate as so determined would be less than the Floor, such rate shall be deemed to be equal to the Floor for the purposes of this Agreement.

“Administrative Agent” has the meaning specified in the introductory paragraph to this Agreement.

“Administrative Agent’s Office” means the Administrative Agent’s address and, as appropriate, account as set forth on Schedule 10.02, or such other address or account as the Administrative Agent may from time to time notify the Borrower and the Lenders.

“Administrative Questionnaire” means an Administrative Questionnaire in a form supplied by the Administrative Agent.

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

“Affiliate” of any specified Person means any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified Person. For purposes of this definition, “control” (including, with correlative meanings, the terms “controlling,” “controlled by” and “under common control with”), as used with respect to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of such Person, whether through the ownership of voting securities, by agreement or otherwise.

“Affiliate Transaction” has the meaning specified in Section 7.07.

“Affiliated Lender” means, at any time, any Lender that is an Investor or an Affiliate of an Investorthe Borrower (other than (a) the Borrower or any Subsidiary of the Borrower, (b) any Debt Fund Affiliate or (cb) any natural person) at such time; provided that the Investors and their Affiliates shall not constitute Affiliated Lenders.

“Affiliated Lender Assignment and Assumption” has the meaning specified in Section 10.07(g)(vi).

“Affiliated Lender Cap” has the meaning specified in Section 10.07(g)(iv).

“Agent Parties” has the meaning specified in Section 10.02(4).

“Agent-Related Distress Event” means, with respect to the Administrative Agent or any other Person that directly or indirectly controls the Administrative Agent (each, a “Distressed Person”), (a) that such Distressed Person is or becomes subject to a voluntary or involuntary case under any Debtor Relief Law, (b) a custodian, conservator, receiver, or similar official is appointed for such Distressed Person or any substantial part of such Distressed Person’s assets, or (c) such Distressed Person is subject to a forced liquidation, makes a general assignment for the benefit of creditors or is otherwise adjudicated as, or determined by any Governmental Authority having regulatory authority over such Distressed Person or its assets to be, insolvent or bankrupt; provided that an Agent-Related Distress Event shall not be deemed to have occurred solely by virtue of the ownership or acquisition of any Equity Interests in the Administrative Agent or any Person that directly or indirectly controls the Administrative

Agent by a Governmental Authority or an instrumentality thereof so long as such ownership interest does not result in or provide the Administrative Agent with immunity from the jurisdiction of courts within the United States or from the enforcement of judgments or writs of attachment on its assets or permit the Administrative Agent (or such Governmental Authority or instrumentality) to reject, repudiate, disavow or disaffirm any contracts or agreements made with the Administrative Agent.

“Agent-Related Persons” means the Agents, together with their respective Affiliates, and the officers, directors, employees, agents, sub-agents, attorney-in-fact, partners, trustees and advisors of such Persons and of such Persons’ Affiliates.

“Agents” means, collectively, the Administrative Agent, the Collateral Agent and the Supplemental Agents (if any).

“Aggregate Commitments” means the Commitments of all the Lenders.

“Agreed Currency” means Dollars.

“Agreed Security Principles” means the principles set forth on Schedule 1.01(3) hereto.

“Agreement” means this Amended and Restated Credit Agreement, as amended, restated, amended and restated, modified or supplemented from time to time in accordance with the terms hereof.

“All-In Yield” means, as to any Indebtedness, the yield thereof, whether in the form of interest rate, margin, OID, upfront fees, a Term Benchmark floor, Daily Simple SOFR floor or Base Rate floor (with such increased amount being determined in the manner described in the final proviso of this definition), or otherwise, in each case, incurred or payable by the Borrower ratably to all lenders of such Indebtedness; provided that OID and upfront fees shall be equated to interest rate assuming a 4‑year life to maturity (or, if less, the stated life to maturity at the time of incurrence of the applicable Indebtedness); provided, further, that “All‑In Yield” shall not include arrangement fees, structuring fees, commitment fees, underwriting fees, success fees, advisory fees, ticking fees, consent or amendment fees and any similar fees (regardless of how such fees are computed and whether shared or paid, in whole or in part, with or to any or all lenders) and any other fees not generally paid ratably to all lenders of such Indebtedness; provided further that, with respect to any Loans of an applicable Class that includes a Term Benchmark floor, Base Rate floor, or Daily Simple SOFR floor, (1) to the extent that the reference rate on the date that the All‑In Yield is being calculated is less than such floor, the amount of such difference shall be deemed added to the Applicable Rate for such Loans of such Class for the purpose of calculating the All‑In Yield and (2) to the extent that the reference rate on the date that the All‑In Yield is being calculated is greater than such floor, then the floor shall be disregarded in calculating the All‑In Yield.

“Amendment and Restatement Date” means the first date on which all the conditions precedent in Section 4.01 are satisfied or waived in accordance with Section 10.01August 14, 2024.

“Amendment and Restatement Date Refinancing” means the repayment, or deemed repayment, of all outstanding Term Loans under the Original Credit Agreement outstanding on the Amendment and Restatement Date immediately prior to the satisfaction of the effectiveness of this Agreement.

“Amendment and Restatement Date Term Loan Commitment” means, as to each Term Lender, its obligation to make, or be deemed to make, an Amendment and Restatement Date Term Loan to the Borrower in an aggregate amount not to exceed the amount specified opposite such Lender’s name on Schedule 2.01 under the caption “Amendment and Restatement Date Term Loan Commitment” or in the Assignment and Assumption (or Affiliated Lender Assignment and Assumption) pursuant to which such Term Lender becomes a party hereto, as applicable, as such amount may be adjusted from time to time in accordance with this Agreement (including pursuant to Section 2.14). The initial aggregate amount of the Amendment and Restatement Date Term Loan Commitments on the Amendment and Restatement Date is $520.0 million.

“Amendment and Restatement Date Term Loans” means the Term Loans made by the Term Lenders on the Amendment and Restatement Date.

“Amendment Payment Premium” means the “Payment Premium” as such term is defined in the Original Credit Agreement.

“Amendment No. 23” means that certain SecondThird Amendment to Amended and Restated Credit Agreement, dated as of the Amendment No. 23 Effective Date, among the Borrower, the Guarantors party thereto, the Amendment No. 2 Delayed Draw3 Term Lenders, and the Administrative Agent.

“Amendment No. 23 Effective Date” means June 4December 8, 2025, the date on which all conditions precedent set forth in Section 45 of Amendment No. 23 are satisfied or waived.

“Amendment No. 2 Delayed Draw Commitment Fee” has the meaning specified in Section 2.09(3).

“Amendment No. 2 Delayed Draw Term Loan Commitments” means, as to each Amendment No. 2 Delayed Draw Term Lender, its obligation to make an Amendment No. 2 Delayed Draw Term Loan to the Borrower in the amount specified opposite such Amendment No. 2 Delayed Draw Term Lender’s name on Schedule 1 to Amendment No. 2 or in the Assignment and Assumption (or Affiliated Lender Assignment and Assumption) pursuant to which such Term Lender becomes a party hereto, as applicable, as such amount may be adjusted from time to time in accordance with this Agreement (including pursuant to Section 2.14). The initial aggregate amount of the Amendment No. 2 Delayed Draw Term Loan Commitments on the Amendment No. 2 Effective Date (prior to the funding of the Initial Draw) is $70 million.

“Amendment No. 2 Delayed Draw Term Loan Commitment Termination Date” means the earliest of (i) the Maturity Date applicable to3 Effective Date Transactions” means the deemed funding of the Amendment No. 2 Delayed Draw Term Loans and (ii) the date the Amendment No. 2 Delayed Draw Term Loan Commitments are reduced to $0 in accordance with the provisions of this3 Term Loans, the Restructuring and the other transactions contemplated by the Restructuring Related Agreements.

“Amendment No. 2 Delayed Draw3 Term Lender” means each, at any time, any Lender with anthat holds Amendment No. 2 Delayed Draw Term Loan Commitment or an outstanding Amendment No. 2 Delayed Draw Term Loan, including each Person identified as an Amendment No. 2 Delayed Draw Term Lender” on Schedule 1 to Amendment No. 2, as applicable3 Term Loans.

“Amendment No. 2 Delayed Draw3 Term Loans” means the Term Loans (i) deemed made by the Amendment No. 2 Delayed Draw3 Term Lenders pursuant to Section 2.01(3).1)(i) (“Takeback Term Loans”) and (ii) made by the Amendment No. 3 Term Lenders pursuant to Section 2.01(1)(ii) (“New Money Term Loans”). The initial aggregate principal amount of Amendment No. 3 Term Loans on the Amendment No. 3 Effective Date is $200.0 million.

“Amendment No. 2 Upfront Fee” has the meaning specified in Section 2.09(3).

“Applicable Jurisdiction” means (x) the United States, Germany, Poland, Mexico, Costa Rica and the Netherlands and (y) any other additional jurisdiction elected by the Borrower and reasonably approved by the Administrative Agent from time to time after the ClosingAmendment No. 3 Effective Date (such approval not to be unreasonably withheld, conditioned or delayed).

“Applicable Liquidity Threshold” means $37.5 million; provided that to the extent that, as of any date of determination, the maximum committed amount of the Super-Senior Revolving Facility (or any Refinancing Indebtedness in respect thereof) is increased in excess of $62.0 million (such excess amount, the “RCF Increase Amount”), the Applicable Liquidity Threshold shall be increased by an amount equal to 26.0% of the RCF Increase Amount up to a maximum Applicable Liquidity Threshold not to exceed $50.0 million.

“Applicable Rate” means (a) with respect to Amendment and Restatement DateNo. 3 Term Loans, a percentage per annum equal to (i) 7.50% for Term Benchmark Loans, and (ii) 6.50% for Base Rate Loans and (b) with respect to Amendment No. 2 Delayed Draw Term Loans, a percentage per annum equal to (i) 810.00% for Term Benchmark Loans and (ii) 79.00% for Base Rate Loans.

“Appropriate Lender” means, at any time, with respect to Loans of any Class, the Lenders of such Class.

“Approved Fund” means, with respect to any Lender, any Fund that is administered, advised or managed by (a) such Lender, (b) an Affiliate of such Lender or (c) an entity or an Affiliate of an entity that administers, advises or manages such Lender.

“Arini” means collectively Arini Credit Master Fund Limited and/or any of its affiliates and its and their managed funds and accounts.

“Asset Sale” means:

the sale, conveyance, transfer or other disposition, whether in a single transaction or a series of related transactions of property or assets of the Borrower or any Subsidiary of the Borrower (each referred to in this definition as a “disposition”); or

the issuance or sale of Equity Interests (other than Preferred Stock or Disqualified Stock of Subsidiaries issued in compliance with Section 7.02 and directors’ qualifying shares or shares or interests required to be held by foreign nationals or other third parties to the extent required by applicable Law) of any Subsidiary (other than to the Borrower or another Subsidiary), whether in a single transaction or a series of related transactions;

in each case, other than:

 any disposition of:

Cash Equivalents or Investment Grade Securities,

obsolete, damaged or worn out property or assets in the ordinary course of business or consistent with industry practice or any disposition of inventory or goods (or other assets) held for sale or no longer used or useful in the ordinary course,

[reserved],

improvements made to leased real property to landlords pursuant to customary terms of leases entered into in the ordinary course of business and

assets for purposes of charitable contributions or similar gifts to the extent such assets are not material to the ability of the Borrower and its Subsidiaries, taken as a whole, to conduct its business in the ordinary course;

 the disposition of all or substantially all of the assets of the Borrower in a manner permitted pursuant to Section 7.03 (other than Section 7.03(6) or Section 7.03(7));

 any disposition in connection with the making of any Restricted Payment that is permitted to be made, and is made, under Section 7.05, any Permitted Investment or any acquisition otherwise permitted under this Agreement;

 any disposition of property or assets or issuance or sale of Equity Interests of any Subsidiary with an aggregate fair market value for any individual transaction or series of related transactions

of an amount (i) equal to or greater than $500,000 and less than $5.0 million, but not in excess of $20 million in the aggregate for all such transactions or (ii) less than $500,000;

 any disposition of property or assets or issuance of securities by a Subsidiary to the Borrower or by the Borrower or a Subsidiary to a Subsidiary;

 to the extent allowable under Section 1031 of the Code, any exchange of like property (excluding any boot thereon) for use in a Similar Business;

 (i) the lease, assignment or sublease, license or sublicense of any real or personal property in the ordinary course of business or consistent with industry practice and (ii) the exercise of termination rights with respect to any lease, sublease, license or sublicense or other agreement;

 [reserved];

 foreclosures, condemnation, expropriation, eminent domain or any similar action (including for the avoidance of doubt, any Casualty Event) with respect to assets or the granting of Liens not prohibited by this Agreement;

 sales of accounts receivable, or participations therein, or Securitization Assets or related assets in connection with any Qualified Securitization Facility, sales, conveyances, factoring or other transfers of receivables or related assets in connection with Receivables Financing Transactions or the disposition of an account receivable in connection with the collection or compromise thereof in the ordinary course of business or consistent with industry practice or in bankruptcy or similar proceedings;

 any financing transaction with respect to property built or acquired by the Borrower or any Subsidiary of the Borrower after the ClosingAmendment No. 3 Effective Date, including asset securitizations permitted hereunder;

 the sale, lease, assignment, license, sublease or discount of inventory, equipment, accounts receivable, notes receivable or other current assets in the ordinary course of business or consistent with industry practice or the conversion of accounts receivable to notes receivable or other dispositions of accounts receivable in connection with the collection thereof in the ordinary course of business or consistent with past practice;

 the licensing or sublicensing of intellectual property or other general intangibles in the ordinary course of business or consistent with industry practice;

 any surrender or waiver of contract rights or the settlement, release or surrender of contract rights or other litigation claims in the ordinary course of business or consistent with industry practice;

 the unwinding of any Hedging Obligations in the ordinary course of business;

 sales, transfers and other dispositions of Investments in joint ventures to the extent required by, or made pursuant to, customary buy/sell arrangements between the joint venture parties set forth in joint venture arrangements and similar binding arrangements;

 the lapse, abandonment or other disposition of intellectual property rights in the ordinary course of business or consistent with industry practice, which in the reasonable good faith determination of the Borrower, are not material to the conduct of the business of the Borrower and its Subsidiaries taken as a whole;

 the granting of a Lien that is permitted under Section 7.01;

 the issuance of directors’ qualifying shares and shares of Capital Stock of Foreign Subsidiaries issued to foreign nationals as required by applicable Law;

 the disposition of any assets (including Equity Interests) (i) acquired in a transaction permitted hereunder, which assets are not used or useful in the principal business of the Borrower and its Subsidiaries or (ii) made in connection with the approval of any applicable antitrust authority or otherwise necessary or advisable in the good faith determination of the Borrower to consummate any acquisition permitted hereunder; and

 dispositions of property to the extent that such property is exchanged for credit against the purchase price of similar replacement property.

“Assignee Group” means two or more Eligible Assignees that are Affiliates of one another or two or more Approved Funds managed by the same investment advisor.

“Assigning Lender” has the meaning specified in Section 10.07(b)(vi).

“Assignment and Assumption” means an Assignment and Assumption substantially in the form of Exhibit D-1 or any other form approved by the Administrative Agent.

“Attorney Costs” means all reasonable fees, expenses and disbursements of any law firm or other external legal counsel, to the extent documented in reasonable detail and invoiced.

“Attributable Indebtedness” means, on any date, in respect of any Capitalized Lease Obligation of any Person, the amount thereof that would appear as a liability on a balance sheet of such Person prepared as of such date in accordance with GAAP.

“Available Incremental Amount” has the meaning specified in Section 2.14(4).

“Available Tenor” means, as of any date of determination and with respect to the then-current Benchmark (or component thereof), as applicable, any tenor for such Benchmark (or component thereof) or payment period for interest calculated with reference to such Benchmark (or component thereof), as applicable, that is or may be used for determining the length of an Interest Period for any term rate or otherwise, for determining any frequency of making payments of interest calculated pursuant to this Agreement as of such date and not including, for the avoidance of doubt, any tenor for such Benchmark that is then-removed from the definition of “Interest Period” pursuant to clause ‎(5) of ‎Section 3.03.

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

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

“Bankruptcy Code” has the meaning specified in Section 8.02.

“Base Rate” means for any day, a rate per annum equal to the greatest of (a) the Prime Rate in effect on such day, (b) the NYFRB Rate in effect on such day plus ½ of 1% and (c) the Adjusted Term SOFR Rate for a one month Interest Period as published two U.S. Government Securities Business Days prior to such day (or if such day

is not a U.S. Government Securities Business Day, the immediately preceding U.S. Government Securities Business Day) plus 1%; provided that for the purpose of this definition, the Adjusted Term SOFR Rate for any day shall be based on the Term SOFR Reference Rate at approximately 5:00 a.m. Chicago time on such day (or any amended publication time for the Term SOFR Reference Rate, as specified by the CME Term SOFR Administrator in the Term SOFR Reference Rate methodology). Any change in the Alternate Base Rate due to a change in the Prime Rate, the NYFRB Rate or the Adjusted Term SOFR Rate shall be effective from and including the effective date of such change in the Prime Rate, the NYFRB Rate or the Adjusted Term SOFR Rate, respectively. If the Base Rate is being used as an alternate rate of interest pursuant to ‎Section 3.03 (for the avoidance of doubt, only until the Benchmark Replacement has been determined pursuant to ‎Section 3.03(2)), then the Base Rate shall be the greater of clauses (a) and (b) above and shall be determined without reference to clause (c) above. For the avoidance of doubt, if the Alternate Base Rate as determined pursuant to the foregoing would be less than 2.50%, such rate shall be deemed to be 2.50% for purposes of this Agreement.

“Base Rate Loan” means a Loan that bears interest based on the Base Rate.

“Basket” means any amount, threshold or other value permitted or prescribed with respect to any Lien, Indebtedness, Asset Sale, Investment, Restricted Payment, transaction value, judgment or other amount under any provision in Articles V, VI, VII or VIII and the definitions related thereto.

“Benchmark” means, initially, with respect to any Term Benchmark Loan, the Relevant Rate for such Agreed Currency; provided that if a Benchmark Transition Event, and the related Benchmark Replacement Date have occurred with respect to the applicable Relevant Rate or the then-current Benchmark for such Agreed Currency, then “Benchmark” means the applicable Benchmark Replacement to the extent that such Benchmark Replacement has replaced such prior benchmark rate pursuant to clause (2) of ‎Section 3.03.

“Benchmark Replacement” means, for any Available Tenor, the first alternative set forth in the order below that can be determined by the Administrative Agent for the applicable Benchmark Replacement Date:

the Adjusted Daily Simple SOFR; or

the sum of: (a) the alternate benchmark rate that has been selected by the Administrative Agent and the Borrower as the replacement for the then-current Benchmark for the applicable Corresponding Tenor giving due consideration to (i) any selection or recommendation of a replacement benchmark rate or the mechanism for determining such a rate by the Relevant Governmental Body or (ii) any evolving or then-prevailing market convention for determining a benchmark rate as a replacement for the then-current Benchmark for syndicated credit facilities denominated in the applicable Agreed Currency at such time in the United States and (b) the related Benchmark Replacement Adjustment.

If the Benchmark Replacement as determined pursuant to clause (1) or (2) above would be less than the Floor, the Benchmark Replacement will be deemed to be the Floor for the purposes of this Agreement and the other Loan Documents.

“Benchmark Replacement Adjustment” means, with respect to any replacement of the then-current Benchmark with an Unadjusted Benchmark Replacement for any applicable Interest Period and Available Tenor for any setting of such Unadjusted Benchmark Replacement, the spread adjustment, or method for calculating or determining such spread adjustment, (which may be a positive or negative value or zero) that has been selected by the Administrative Agent and the Borrower for the applicable Corresponding Tenor giving due consideration to (i) any selection or recommendation of a spread adjustment, or method for calculating or determining such spread adjustment, for the replacement of such Benchmark with the applicable Unadjusted Benchmark Replacement by the Relevant Governmental Body on the applicable Benchmark Replacement Date and/or (ii) any evolving or then-prevailing market convention for determining a spread adjustment, or method for calculating or determining such spread adjustment, for the replacement of such Benchmark with the applicable Unadjusted Benchmark Replacement for syndicated credit facilities denominated in the applicable Agreed Currency at such time.

“Benchmark Replacement Conforming Changes” means, with respect to any Benchmark Replacement and/or any Term Benchmark Loan, any technical, administrative or operational changes (including changes to the definition of “Base Rate,” the definition of “Business Day,” the definition of “U.S. Government

Securities Business Day,” the definition of “Interest Period,” timing and frequency of determining rates and making payments of interest, timing of borrowing requests or prepayment, conversion or continuation notices, length of lookback periods, the applicability of breakage provisions, and other technical, administrative or operational matters) that the Administrative Agent decides may be appropriate to reflect the adoption and implementation of such Benchmark and to permit the administration thereof by the Administrative Agent in a manner substantially consistent with market practice (or, if the Administrative Agent decides that adoption of any portion of such market practice is not administratively feasible or if the Administrative Agent determines that no market practice for the administration of such Benchmark exists, in such other manner of administration as the Administrative Agent decides is reasonably necessary in connection with the administration of this Agreement and the other Loan Documents).

“Benchmark Replacement Date” means, with respect to any Benchmark, the earliest to occur of the following events with respect to such then-current Benchmark:

in the case of clause (1) or (2) of the definition of “Benchmark Transition Event,” the later of (a) the date of the public statement or publication of information referenced therein and (b) the date on which the administrator of such Benchmark (or the published component used in the calculation thereof) permanently or indefinitely ceases to provide all Available Tenors of such Benchmark (or such component thereof); or;

in the case of clause (3) of the definition of “Benchmark Transition Event,” the first date on which such Benchmark (or the published component used in the calculation thereof) has been determined and announced by the regulatory supervisor for the administrator of such Benchmark (or such component thereof) to be no longer representative; provided, that such non-representativeness will be determined by reference to the most recent statement or publication referenced in such clause (c) and even if any Available Tenor of such Benchmark (or such component thereof) continues to be provided on such date.

For the avoidance of doubt, (i) if the event giving rise to the Benchmark Replacement Date occurs on the same day as, but earlier than, the Reference Time in respect of any determination, the Benchmark Replacement Date will be deemed to have occurred prior to the Reference Time for such determination and (ii) the “Benchmark Replacement Date” will be deemed to have occurred in the case of clause (1) or (2) with respect to any Benchmark upon the occurrence of the applicable event or events set forth therein with respect to all then-current Available Tenors of such Benchmark (or the published component used in the calculation thereof).

“Benchmark Transition Event” means, with respect to any Benchmark, the occurrence of one or more of the following events with respect to such then-current Benchmark:

a public statement or publication of information by or on behalf of the administrator of such Benchmark (or the published component used in the calculation thereof) announcing that such administrator has ceased or will cease to provide all Available Tenors of such Benchmark (or such component thereof), permanently or indefinitely, provided that, at the time of such statement or publication, there is no successor administrator that will continue to provide any Available Tenor of such Benchmark (or such component thereof);

a public statement or publication of information by the regulatory supervisor for the administrator of such Benchmark (or the published component used in the calculation thereof), the Federal Reserve Board, the NYFRB, the CME Term SOFR Administrator, the central bank for the Agreed Currency applicable to such Benchmark, an insolvency official with jurisdiction over the administrator for such Benchmark (or such component), a resolution authority with jurisdiction over the administrator for such Benchmark (or such component) or a court or an entity with similar insolvency or resolution authority over the administrator for such Benchmark (or such component), in each case, which states that the administrator of such Benchmark (or such component) has ceased or will cease to provide all Available Tenors of such Benchmark (or such component thereof) permanently or indefinitely; provided that, at the time of such statement or publication, there is no successor administrator that will continue to provide any Available Tenor of such Benchmark (or such component thereof); or

a public statement or publication of information by the regulatory supervisor for the administrator of such Benchmark (or the published component used in the calculation thereof) announcing that all Available Tenors of such Benchmark (or such component thereof) are no longer, or as of a specified future date will no longer be, representative.

For the avoidance of doubt, a “Benchmark Transition Event” will be deemed to have occurred with respect to any Benchmark if a public statement or publication of information set forth above has occurred with respect to each then-current Available Tenor of such Benchmark (or the published component used in the calculation thereof).

“Benchmark Unavailability Period” means, with respect to any Benchmark, the period (if any) (x) beginning at the time that a Benchmark Replacement Date pursuant to clauses (1) or (2) of that definition has occurred if, at such time, no Benchmark Replacement has replaced such then-current Benchmark for all purposes hereunder and under any Loan Document in accordance with ‎Section 3.03 and (y) ending at the time that a Benchmark Replacement has replaced such then-current Benchmark for all purposes hereunder and under any Loan Document in accordance with ‎Section 3.03.

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

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

“BHC Act Affiliate” of a party means an “affiliate” (as such term is defined under, and interpreted in accordance with, 12 U.S.C. 1841(k)) of such party.

“Big Boy Letter” means a letter from a Lender acknowledging that (1) an assignee may have information regarding the Borrower and any Subsidiary of the Borrower, their ability to perform the Obligations or any other material information that has not previously been disclosed to the Administrative Agent and the Lenders (“Excluded Information”), (2) the Excluded Information may not be available to such Lender, (3) such Lender has independently and without reliance on any other party made its own analysis and determined to assign Term Loans to such assignee pursuant to Section 10.07(h) or (l) notwithstanding its lack of knowledge of the Excluded Information and (4) such Lender waives and releases any claims it may have against the Administrative Agent, such assignee, the Borrower and the Subsidiaries of the Borrower with respect to the nondisclosure of the Excluded Information; or otherwise in form and substance reasonably satisfactory to such assignee, the Administrative Agent and assigning Lender.

“Blocking Law” means:

any provision of Council Regulation (EC) No 2271/1996 of November 22, 1996 (or any law or regulation implementing such regulation in any member state of the European Union or the United Kingdom):

section 7 of the German Foreign Trade Regulation (Außenwirtschaftsverordnung)); or

any similar blocking or anti-boycott law, regulation or statute in force from time to time.

“Blue Torch” means collectively Blue Torch Finance LLC and/or any of its Aaffiliates and its and their managed funds and accounts.

“BHC Act Affiliate” of a party means an “affiliate” (as such term is defined under, and interpreted in accordance with, 12 U.S.C. 1841(k)) of such party.

“Board of Directors” means, for any Person, the board of directors or other governing body of such Person or, if such Person does not have such a board of directors or other governing body and is owned or managed by a single entity, the Board of Directors of such entity, or, in either case, any committee thereof duly authorized to act on behalf of such Board of Directors. Unless otherwise provided, “Board of Directors” means the Board of Directors of the Borrower.

“Borrower” has the meaning specified in the introductory paragraph to this Agreement. Upon the consummation of any transaction permitted by Section 7.03(4), “Borrower” shall mean the Successor Borrower.

“Borrower Annual Financial Statements” means the audited consolidated balance sheets and related audited consolidated statements of operations, members’ equity (deficit) and cash flows of the Borrower and its Subsidiaries for the fiscal years ended December 31, 20223, and December 31, 20234.

“Borrower Materials” has the meaning specified in Section 6.02.

“Borrower Parties” means the collective reference to the Borrower and each Subsidiary of the Borrower, and “Borrower Party” means any of them.

“Borrower Quarterly Financial Statements” means the unaudited consolidated balance sheets and related unaudited consolidated statements of income, cash flows and members’ equity (deficit) of the Borrower and its Subsidiaries for the fiscal quarters ended March 31, 20245 and June 30, 2025.

“Borrowing” means a borrowing (including deemed borrowings) consisting of Loans of the same Class and Type made, converted or continued on the same date and, in the case of Term Benchmark Loans, having the same Interest Period.

“Broker-Dealer Regulated Subsidiary” means any Subsidiary of the Borrower that is registered as a broker-dealer under the Exchange Act or any other applicable Laws requiring such registration.

“Business Day” means any day that is not a Legal Holiday; provided that, in addition to the foregoing, a Business Day shall be (a) in relation to Loans referring the Adjusted Daily Simple SOFR Rate and any interest rate settings, fundings, disbursements, settlements or payments of any such Loans referencing the Adjusted Daily Simple SOFR Rate, any such day that is only a U.S. Government Securities Business Day and (b) in relation to Loans referencing the Adjusted Term SOFR Rate and any interest rate settings, fundings, disbursements, settlements or payments of any such Loans referencing the Adjusted Term SOFR Rate or any other dealings of such Loans referencing the Adjusted Term SOFR Rate, any such day that is a U.S. Government Securities Business Day.

“Canadian Dollars” means the lawful currency of Canada.

“Capital Expenditures” means, for any period, the aggregate of all expenditures (whether paid in cash or accrued as liabilities and including in all events all amounts expended or capitalized under Capitalized Lease Obligations) by the Borrower and its Subsidiaries during such period that, in conformity with GAAP, are or are required to be included as capital expenditures on the consolidated statement of cash flows of the Borrower and its Subsidiaries.

“Capital Stock” means:

in the case of a corporation, corporate stock or shares in the capital of such corporation;

in the case of an association or business entity, any and all shares, interests, participations, rights or other equivalents (however designated) of corporate stock;

in the case of a partnership or limited liability company, partnership or membership interests (whether general or limited); and

any other interest or participation that confers on a Person the right to receive a share of the profits and losses of, or distributions of assets of, the issuing Person, but excluding from all of the foregoing any debt securities convertible into or exchangeable for Capital Stock, whether or not such debt securities include any right of participation with Capital Stock.

“Capitalized Lease Obligation” means, at the time any determination thereof is to be made, the amount of the liability in respect of a capital lease that would at such time be required to be capitalized and reflected as a liability on a balance sheet (excluding the footnotes thereto) prepared in accordance with GAAP; provided that all obligations of any Person that are or would have been treated as operating leases for purposes of GAAP prior to

the issuance by the Financial Accounting Standards Board on February 25, 2016 of an Accounting Standards Update (the “ASU”) shall continue to be accounted for as operating leases for purposes of all financial definitions and calculations for purpose of this Agreement (whether or not such operating lease obligations were in effect on such date) notwithstanding the fact that such obligations are required in accordance with the ASU (on a prospective or retroactive basis or otherwise) to be treated as Capitalized Lease Obligations in the financial statements to be delivered pursuant to ‎Section 6.01.

“Captive Insurance Subsidiary” means any Subsidiary of the Borrower that is subject to regulation as an insurance company (or any Subsidiary thereof).

“Cash Collateral” has the meaning specified in the definition of “Cash Collateralize.”

“Cash Collateral Account” means an account held at, and subject to the sole dominion and control of, the Collateral Agent.

“Cash Collateralize” means, in respect of an Obligation, to provide and pledge cash or Cash Equivalents in Dollars as collateral, at a location and pursuant to documentation in form and substance reasonably satisfactory to the Administrative Agent. “Cash Collateral” has a meaning correlative to the foregoing and shall include the proceeds of such cash collateral and other credit support.

“Cash Equivalents” means:

Dollars;

 Euros, Yen, Canadian Dollars, Sterling, Polish Zloty, Mexican Pesos or any national currency of any Participating Member State;

 in the case of any Foreign Subsidiary or any jurisdiction in which the Borrower or any Subsidiary of the Borrower conducts business, such local currencies held by it from time to time in the ordinary course of business or consistent with industry practice;

readily marketable direct obligations issued or directly and fully and unconditionally guaranteed or insured by the U.S. government or any agency or instrumentality thereof the securities of which are unconditionally guaranteed as a full faith and credit obligation of such government with maturities of 36 months or less from the date of acquisition;

certificates of deposit, time deposits and eurodollar time deposits with maturities of three years or less from the date of acquisition, demand deposits, bankers’ acceptances with maturities not exceeding three years and overnight bank deposits, in each case with any domestic or foreign commercial bank having capital and surplus of not less than $500.0 million in the case of U.S. banks and $100.0 million (or the U.S. dollar equivalent as of the date of determination) in the case of non-U.S. banks;

repurchase obligations for underlying securities of the types described in clauses (3) and (4) above or clauses (7) and (8) below entered into with any financial institution or recognized securities dealer meeting the qualifications specified in clause (4) above;

commercial paper and variable or fixed rate notes rated at least P-2 by Moody’s or at least A-2 by S&P (or, if at any time neither Moody’s nor S&P is rating such obligations, an equivalent rating from another Rating Agency selected by the Borrower) and in each case maturing within 36 months after the date of acquisition thereof;

marketable short-term money market and similar liquid funds having a rating of at least P-2 or A-2 from either Moody’s or S&P, respectively (or, if at any time neither Moody’s nor S&P is rating such obligations, an equivalent rating from another Rating Agency selected by the Borrower);

securities issued or directly and fully and unconditionally guaranteed by any state, commonwealth or territory of the United States or any political subdivision or taxing authority of any such state, commonwealth or territory or any public instrumentality thereof having maturities of not more than 36 months from the date of acquisition thereof;

readily marketable direct obligations issued or directly and fully and unconditionally guaranteed by any foreign government or any political subdivision or public instrumentality thereof, in each case having an Investment Grade Rating from either Moody’s or S&P (or, if at any time neither Moody’s nor S&P is rating such obligations, an equivalent rating from another Rating Agency selected by the Borrower) with maturities of 36 months or less from the date of acquisition;

Indebtedness or Preferred Stock issued by Persons with a rating of “A” or higher from S&P or “A2” or higher from Moody’s (or, if at any time neither Moody’s nor S&P is rating such obligations, an equivalent rating from another Rating Agency selected by the Borrower) with maturities of 36 months or less from the date of acquisition;

Investments with average maturities of 36 months or less from the date of acquisition in money market funds rated AAA- (or the equivalent thereof) or better by S&P or Aaa3 (or the equivalent thereof) or better by Moody’s (or, if at any time neither Moody’s nor S&P is rating such obligations, an equivalent rating from another Rating Agency selected by the Borrower);

investment funds investing substantially all of their assets in securities of the types described in clauses (1) through (11) above; and

solely with respect to any Captive Insurance Subsidiary, any investment that the Captive Insurance Subsidiary is not prohibited to make in accordance with applicable Law.

In the case of Investments by any Foreign Subsidiary or Investments made in a country outside the United States of America, Cash Equivalents will also include (i) investments of the type and maturity described in clauses (1) through (13) above of foreign obligors, which investments or obligors (or the parents of such obligors) have ratings described in such clauses or equivalent ratings from comparable foreign rating agencies and (ii) other short-term investments utilized by Foreign Subsidiaries in accordance with normal investment practices for cash management in investments analogous to the foregoing investments in clauses (1) through (13) and in this paragraph.

Notwithstanding the foregoing, Cash Equivalents will include amounts denominated in currencies other than those set forth in clauses (1) and (2) above, provided that such amounts, except amounts used to pay non-Dollar denominated obligations of the Borrower or any Subsidiary of the Borrower in the ordinary course of business, are converted into any currency listed in clause (1) or (2) above as promptly as practicable and in any event within ten (10) Business Days following the receipt of such amounts.

“Cash Flow Forecast” means a 13-week budget for the subsequent 13-week period in the form attached hereto as Exhibit F, as the same may be amended, supplemented, extended and/or otherwise modified at any time and from time to time in accordance with Section 6.01(43).

“Cashless Roll Term Lender” has the meaning specified in Section 2.01(1).

“Casualty Event” means any event that gives rise to the receipt by the Borrower or any Subsidiary of the Borrower of any insurance proceeds or condemnation awards in respect of any equipment, fixed assets or real property (including any improvements thereon) to replace or repair such equipment, fixed assets or real property.

“Change in Law” means the occurrence, after the ClosingAmendment No. 3 Effective Date, of any of the following: (a) the adoption of any law, rule, regulation or treaty, (b) any change in any law, rule, regulation or treaty or in the administration, interpretation or application thereof by any Governmental Authority or (c) the making or issuance of any request, guideline or directive (whether or not having the force of law) by any Governmental Authority. It is understood and agreed that (i) the Dodd–Frank Wall Street Reform and Consumer Protection Act (Public Law 111-203, H.R. 4173), all Laws relating thereto and all interpretations and applications thereof and (ii) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States regulatory authorities, in each case pursuant to Basel III, shall, for the purpose of this Agreement, be deemed to be adopted subsequent to the ClosingAmendment No. 3 Effective Date.

“Change of Control” means the occurrence of any of the following after the ClosingAmendment No. 3 Effective Date: (i) (a) any Person (other than a Permitted Holder) or (b) Persons (other than one or more Permitted Holders) constituting a “group” (as such term is used in Sections 13(d) and 14(d) of the Exchange Act), becoming the “beneficial owner” (as defined in Rules 13(d)-3 and 13(d)-5 under the Exchange Act), directly or indirectly, of Equity Interests of the BorrowerHoldings representing more than thirty-five percent (35%) of the aggregate ordinary voting power represented by the issued and outstanding Equity Interests of the BorrowerHoldings and the percentage of aggregate ordinary voting power so held is greater than the percentage of the aggregate ordinary voting power represented by the Equity Interests of the BorrowerHoldings beneficially owned, directly or indirectly, in the aggregate by the Permitted Holders (it being understood and agreed that for purposes of measuring beneficial ownership held by any Person that is not a Permitted Holder, Equity Interests held by any Permitted Holder will be excluded), unless, the Permitted Holders have, at such time, directly or indirectly, the right or the ability by voting power, contract or otherwise to elect or designate for election at least a majority of the board of directors of the Borrower or (ii) at any time, Holdings ceases to own, directly or indirectly, 100% of the Equity Interests of the Borrower.

“Class” (a) when used with respect to Lenders, refers to whether such Lenders have Loans or Commitments with respect to a particular Class of Loans or Commitments, (b) when used with respect to Commitments, refers to whether such Commitments are Amendment and Restatement Date Term LoanIncremental Commitments, Amendment No. 2 Delayed Draw Term Loan Commitments, Incremental Term Commitments, Commitments in respect of any Class of Replacement Loans or Other Term Loan Commitments of a given Class of Other Loans, in each case not designated part of another existing Class and (c) when used with respect to Loans or a Borrowing, refers to whether such Loans, or the Loans comprising such Borrowing, are Amendment and Restatement Date Term Loans, Amendment No. 2 Delayed Draw3 Term Loans, Incremental Term Loans, Replacement Loans, Extended Term Loans or Other Term Loans, in each case not designated part of another existing Class. Commitments (and, in each case, the Loans made pursuant to such Commitments) that have different terms and conditions shall be construed to be in different Classes. Commitments (and, in each case, the Loans made pursuant to such Commitments) that have identical terms and conditions shall be construed to be in the same Class.

“Closing Date” means December 15, 2022.

“Closing Date Intercreditor Agreement” means that certain Common Collateral Agency and Superpriority Intercreditor Agreement, dated as of the ClosingAmendment No. 3 Effective Date (as amended, restated, amended and restated, supplemented or otherwise modified from time to time with the consent of the Administrative Agent (acting at the direction of the Supermajority Lenders)), by and among JPMorgan Chase Bank, N.A., as Common Collateral Agent (as defined therein) and as First-Out Representative (as defined therein), Oaktree Fund Administration, LLC, as First Lien Representative (as defined therein), the Borrower, and the other parties thereto.

“CME Term SOFR Administrator” means CME Group Benchmark Administration Limited as administrator of the forward-looking term Secured Overnight Financing Rate (SOFR) (or a successor administrator).

“Code” means the U.S. Internal Revenue Code of 1986, as amended.

“Collateral” means all the “Collateral” (or equivalent term) as defined in any Collateral Document and the Mortgaged Properties, if any.

“Collateral Agent” has the meaning specified in the introductory paragraph to this Agreement.

“Collateral and Guarantee Requirement” means, at any time (from and after the Closing Date but subject to Section 6.13(2)), the requirement that:

the Collateral Agent shall have received each Collateral Document required to be delivered (a) on the Closing Date pursuant to Section 4.01(1)(c) or (b) pursuant to the Security Agreement or Section 6.11 or 6.13 at such time required by the Security Agreement or by such Sections to be delivered, in each case, duly executed by each Loan Party that is party thereto;

except to the extent otherwise provided hereunder or under any Collateral Document, all Obligations shall have been unconditionally guaranteed by (a) the Borrower (other than in respect of its own Obligations) and Holdings (within the time period specified in Annex B to Amendment No. 3) and each Subsidiary of the BorrowerHoldings (other than any Excluded Subsidiary), which as of the ClosingAmendment No. 3 Effective Date shall include those that are listed on Schedule 1.01(1) hereto and (b) any Subsidiary of the BorrowerHoldings that Guarantees (or is the borrower or issuer of) any (i) Subordinated Indebtedness, (ii) any Refinancing Indebtedness, (iii) any Indebtedness under the Super-Priority Credit Agreement or (iv) any Permitted Euro Revolving Indebtedness (the Persons in the preceding clauses (a) through (b) collectively, the “Guarantors”);

except to the extent otherwise provided hereunder or under any Collateral Document, the Obligations and the Guaranty shall have been secured by a perfected first priority security interest, subject only to Liens permitted by Section 7.01, in all Equity Interests of each Material Subsidiary (other than any Excluded Subsidiary) that is directly owned by any Loan Party;

except to the extent otherwise provided hereunder or under any Collateral Document, including subject to Liens permitted by Section 7.01, and in each case subject to exceptions and limitations otherwise set forth in this Agreement and the Collateral Documents, the Obligations and the Guaranty shall have been secured by a first priority security interest in substantially all tangible and intangible personal property of the Borrower and each Guarantor (including accounts other than Securitization Assets), inventory, equipment, investment property, contract rights, intellectual property, applications and registrations of intellectual property, other general intangibles, and proceeds of the foregoing (in each case, other than Excluded Assets), in each case,

 that has been perfected (to the extent such security interest may be perfected) by

delivering certificated securities and instruments, in which a security interest can be perfected by physical control, in each case to the extent required hereunder or the Security Agreement;

filing financing statements under the Uniform Commercial Code of any applicable jurisdiction or any similar filings in any non-U.S. jurisdiction,

making any necessary filings with the United States Patent and Trademark Office or United States Copyright Office,

filings in the applicable real estate records with respect to Mortgaged Properties (or any fixtures related to Mortgaged Properties) to the extent required by the Collateral Documents, or

the provision of control agreements, and

 with the priority required by the Collateral Documents; provided that any such security interests in the Collateral shall be subject to the terms of the Intercreditor Agreements to the extent applicable;

the Collateral Agent shall have received counterparts of a Mortgage, together with the other deliverables described in Section 6.11(2)(b), with respect to each Material Real Property listed on Schedule 1.01(2) to the extent required to be delivered pursuant to Section 6.11 or Section 6.13 (the “Mortgaged Properties”) duly executed and delivered by the record owner of such property within the time periods set forth in said Sections; provided that to the extent any Mortgaged Property is located in a jurisdiction which imposes mortgage recording taxes, intangibles tax, documentary tax or similar recording fees or taxes, the relevant Mortgage shall not secure an amount in excess of the fair market value of the Mortgaged Property subject thereto; and

should the aggregate book value of the assets (other than Excluded Assets) physically located in Costa Rica that are property of the Costa Rican Guarantor become at any time equal to or greater than $2.0 million, as evidenced in the financial statements of the Costa Rican Guarantor at any given time and if so requested by the Administrative Agent, the Costa Rican Guarantor shall, as soon as is reasonably and practically as possible, but in any case no later than three (3) months after such request has been received from the Administrative Agent (or such later date that the Administrative Agent agrees to in its sole discretion), constitute and put in place a guarantee trust (fideicomiso de garantía) over such assets, to the reasonable satisfaction of the Administrative Agent and the Collateral Agent including any reasonable requirements over property and liability insurance covering the Costa Rican Guarantor and property (to the extent required pursuant to Section 6.07), and such guarantee trust shall then be deemed to constitute a Collateral Document; provided that such assets will not include (i) the Equity Interests of any Subsidiary of the Costa Rican Guarantor that is not constituted and organized under Costa Rican law to the extent such Equity Interests (unless constituting Excluded Assets) are pledged in accordance with Section 6.11 in favor of the Collateral Agent pursuant to Collateral Documents under the law of the jurisdiction of formation of such Subsidiary and (ii) any assets that are located in Costa Rica for less than ten (10) consecutive Business Days.

The foregoing definition shall, in each case (x) be subject to and in accordance with the Agreed Security Principles (with respect to the Foreign Subsidiaries) and (y) not require, and the Loan Documents shall not contain any requirements as to, the creation, perfection or maintenance of pledges of, or security interests in, Mortgages on, or the obtaining of Mortgage Policies, surveys, abstracts or appraisals or taking other actions with respect to, any Excluded Assets.

The Collateral Agent may grant extensions of time for the creation, perfection or maintenance of security interests in, or the execution or delivery of any Mortgage and the obtaining of title insurance, surveys or Opinions of Counsel with respect to, particular assets (including extensions beyond the ClosingAmendment No. 3 Effective Date for the creation, perfection or maintenance of security interests in the assets of the Loan Parties on such date) where it reasonably determines, in consultation with the Borrower, that creation, perfection or maintenance cannot be accomplished without undue effort or expense by the time or times at which it would otherwise be required by this Agreement or the Collateral Documents.

No perfection through control agreements or perfection by “control” shall be required with respect to any assets (other than (x) Ddeposit Aaccounts and Ssecurities Aaccounts (other than to the extent constituting Excluded Assets) and (y) in respect of any promissory note in excess of $5.0 million, Indebtedness of any Subsidiary that is not a Guarantor that is owing to any Loan Party (which may be evidenced by the Intercompany Note and pledged to the Collateral Agent) and certificated Equity Interests of the Subsidiaries that are Material Subsidiaries otherwise required to be pledged pursuant to the Collateral Documents to the extent required under clause (3) above). There shall be no (x) Guaranties governed under the laws of any non-U.S. jurisdiction, (y) requirement to obtain any landlord waivers, estoppels or collateral access letters or (z) requirement to perfect a security interest in any letter of credit rights, other than by the filing of a UCC financing statement.

“Collateral Documents” means, collectively, the Security Agreement, the Intellectual Property Security Agreements, the Pledge Agreement, the Mortgages (if any), each of the collateral assignments, security agreements, trust agreements, movable guarantee agreements, pledge agreements or other similar agreements delivered to the Administrative Agent, Collateral Agent (or any co-agent, sub-agent or trustee thereof) or the Lenders pursuant to Sections 4.01(1)(c), 6.11 or 6.13 and each of the other agreements, instruments or documents that creates or purports to create a Lien in favor of the Collateral Agent (or any co-agent, sub-agent or trustee thereof) for the benefit of the Secured Parties.

“Collateral Sub-Agency Agreement” means (1) that certain Collateral Sub-Agency Agreement, dated as of the Closing Date, by and among the Collateral Agent, Wilmington Trust, National Association and the Borrower, (2) that certain Collateral Sub-Agency Agreement, dated as of the Closing Date, by and among the Collateral Agent, Securitas Servicios Fiduciarios S.R.L., a company duly organized and existing under Costa Rican

laws, and the Borrower and (3) any other collateral sub-agent agreement (or similar agreement), by and among the Collateral Agent, a sub-agent, trustee or similar designee of the Collateral Agent and the Borrower.

“Commitment” means an Amendment and Restatement Date Term Loan Commitment, Amendment No. 2 Delayed Draw Term LoanIncremental Commitment, Incremental Term Commitment, Other Term Loan Commitment or any commitment in respect of Replacement Loans, as the context may require.

“Commitment Date” means May 12, 2025.

“Committed Loan Notice” means a notice of (1) a Borrowing with respect to a given Class of Loans, (2) a conversion of Loans of a given Class from one Type to the other or (3) a continuation of Term Benchmark Loans of a given Class, pursuant to Section 2.02(1), which, if in writing, shall be substantially in the form of Exhibit A, or such other form as may be approved by the Administrative Agent and the Borrower (including any form on an electronic platform or electronic transmission system as shall be approved by the Administrative Agent and the Borrower), appropriately completed and signed by a Responsible Officer of the Borrower.

“Commodity Exchange Act” means the Commodity Exchange Act (7 U.S.C. §1 et. seq.), as amended from time to time and any successor statute.

“Compensation Period” has the meaning specified in Section 2.12(3)(b).

“Compliance Certificate” means a certificate substantially in the form of Exhibit C and which certificate shall in any event be a certificate of a Financial Officer of the Borrower:

certifying as to whether a Default has occurred and is continuing and, if applicable, specifying the details thereof and any action taken or proposed to be taken with respect thereto (in each case, other than any Default with respect to which the Administrative Agent has otherwise obtained notice in accordance with Section 6.03(1)),

in the case of financial statements delivered under Section 6.01(1), setting forth reasonably detailed calculations of (i), Excess Cash Flow for each fiscal year commencing with the financial statements for the fiscal year ending December 31, 2023 and (ii) the Net Proceeds received during the applicable period (after the Closing Date in the case of the fiscal year ending December 31, 2022) by or on behalf of the Borrower or any Subsidiary of the Borrower in respect of any Asset Sale or Casualty Event subject to prepayment pursuant to Section 2.05(2)(b)(i) and the portion of such Net Proceeds that has been invested or is intended to be reinvested in accordance with Section 2.05(2)(b)(ii), and

setting forth a calculation of the (i) Total Net Leverage Ratio (with calculations based on both Consolidated EBITDA and Consolidated Maintenance EBITDA as the applicable denominator, (ii) Secured Net Leverage Ratio (with calculations based on both Consolidated EBITDA and Consolidated Maintenance EBITDA as the applicable denominator), (iii) Fixed Charge Coverage Ratio and (iv) Liquidity, in each case, as of the last day of the most recent Test Period.

“Consolidated Cash Interest Expense” means, for any period, Consolidated Interest Expense to the extent paid or payable in cash during such period.

“Consolidated Current Assets” means, as at any date of determination, the total assets of the Borrower and its Subsidiaries on a consolidated basis that may properly be classified as current assets in conformity with GAAP, excluding cash and Cash Equivalents, amounts related to current or deferred taxes based on income or profits, assets held for sale, loans (permitted) to third parties, pension assets, deferred bank fees, and derivative financial instruments and any assets in respect of Hedge Agreements, and excluding the effects of adjustments pursuant to GAAP resulting from the application of recapitalization accounting or purchase accounting, as the case may be, in relation to the Restructuring Related Transactions or any consummated acquisition.

“Consolidated Current Liabilities” means, as at any date of determination, the total liabilities of the Borrower and its Subsidiaries on a consolidated basis that may properly be classified as current liabilities in conformity with GAAP, excluding (A) the current portion of any Funded Debt, (B) the current portion of interest, (C) accruals for current or deferred taxes based on income or profits, (D) accruals of any costs or expenses related to restructuring reserves or severance, (E) any revolving loans and letter of credit obligations under the Super-Priority Revolving Credit Facility and any other revolving credit facility, (F) the current portion of any Capitalized Lease Obligation, (G) deferred revenue arising from cash receipts that are earmarked for specific projects, (H) liabilities in respect of unpaid earn-outs, (I) the current portion of any other long-term liabilities, (J) accrued litigation settlement costs and (K) any liability in respect of Hedge Agreements, and, furthermore, excluding the effects of adjustments pursuant to GAAP resulting from the application of recapitalization accounting or purchase accounting, as the case may be, in relation to the Restructuring Related Transactions or any consummated acquisition.

“Consolidated Depreciation and Amortization Expense” means, with respect to any Person for any period, the total amount of depreciation and amortization expense of such Person and its Subsidiaries, including the amortization of intangible assets, deferred financing fees, debt issuance costs, commissions, fees and expenses of such Person and its Subsidiaries for such period on a consolidated basis and otherwise determined in accordance with GAAP.

“Consolidated EBITDA” means, with respect to any Person for any period, the Consolidated Net Income of such Person and its Subsidiaries for such period:

increased (without duplication) by the following, in each case (other than clauses (h) and (l)) to the extent deducted (and not added back) in determining Consolidated Net Income for such period:

 total interest expense and, to the extent not reflected in such total interest expense, any losses on any derivative instruments entered into for the purpose of hedging interest rate risk, net of interest income and gains on such derivative instruments, and bank and letter of credit fees, letter of guarantee and bankers’ acceptance fees and costs of surety bonds in connection with financing activities, together with items excluded from the definition of “Consolidated Interest Expense” pursuant to the definition thereof; plus

 provision for taxes based on income, profits, revenue or capital, including federal, foreign and state income, franchise, excise, value added and similar taxes, property taxes and similar taxes, and foreign withholding taxes paid or accrued during such period (including any future taxes or other levies that replace or are intended to be in lieu of taxes, and any penalties and interest related to taxes or arising from tax examinations) and the net tax expense associated with any adjustments made pursuant to the definition of “Consolidated Net Income,”; plus

 Consolidated Depreciation and Amortization Expense for such period; plus

 any other non-cash charges, including any write-offs or write-downs reducing Consolidated Net Income for such period (provided that if any such non-cash charges represent an accrual or reserve for potential cash items in any future period, (i) the Borrower may determine not to add back such non-cash charge in the current period and (ii) to the extent the Borrower does decide to add back such non-cash charge, the cash payment in respect thereof, with the exception of any cash payments related to the settlement of deferred compensation balances awarded prior to the ClosingAmendment No. 3 Effective Date, in such future period shall be subtracted from Consolidated EBITDA to such extent, and excluding amortization of a prepaid cash item that was paid in a prior period); plus

 minority interest expense, the amount of any non-controlling interest consisting of income attributable to non-controlling interests of third parties in any non-wholly-owned Subsidiary, excluding cash distributions in respect thereof, and the amount of any reductions in arriving at Consolidated Net Income resulting from the application of Accounting Standards Codification Topic No. 810, Consolidation; plus

 (i) the amount of board of director fees and (ii) the amount of payments made to optionholders of such Person in connection with, or as a result of, any distribution being made to equityholders of such Person, which payments are being made to compensate such optionholders as though they were equityholders at the time of, and entitled to share in, such distribution, in each case to the extent permitted hereunder; plus

 [reserved]; plus

 cash receipts (or any netting arrangements resulting in reduced cash expenditures) not representing Consolidated EBITDA or Consolidated Net Income in any prior period to the extent non-cash gains relating to such income were deducted in the calculation of Consolidated EBITDA pursuant to clause (2) below for any previous period and not added back; plus

 any costs or expenses incurred pursuant to any management equity plan, stock option plan or any other management or employee benefit plan, agreement or any stock subscription or shareholder agreement, to the extent that such costs or expenses are funded with cash proceeds contributed to the capital of such Person or net cash proceeds of an issuance of Equity Interests of such Person (other than Disqualified Stock); plus

 any net pension or other post-employment benefit costs representing amortization of unrecognized prior service costs, actuarial losses, including amortization of such amounts arising in prior periods, amortization of the unrecognized net obligation (and loss or cost) existing at the date of initial application of FASB Accounting Standards Codification Topic 715—Compensation—Retirement Benefits, and any other items of a similar nature, plus

 Transaction Expenses; plus

 the amount of “run‑rate” cost savings, synergies and operating expense reductions related to any Permitted Acquisition that are projected by the Borrower in good faith to result from actions either taken or with respect to which substantial steps have been taken or are expected to be taken (in the good faith determination of the Borrower) within 12 months after the end of such period (which cost savings, synergies or operating expense reductions shall be calculated on a pro forma basis as though such cost savings, synergies or operating expense reductions had been realized on the first day of such period), net of the amount of actual benefits realized from such actions during such period (it is understood and agreed that “run‑rate” means the full recurring benefit that is associated with any action taken or with respect to which substantial steps have been taken or are expected to be taken, whether prior to or following the ClosingAmendment No. 3 Effective Date) (which adjustments may be incremental to (but not duplicative of) pro forma cost savings, synergies or operating expense reduction adjustments made pursuant to Section 1.07); provided that (i) such cost savings, synergies and operating expense reductions are reasonably identifiable and factually supportable and (ii) the aggregate amount of cost savings, synergies and operating expense reductions included pursuant to this clause (l), taken together with the aggregate amount included pursuant to Section 1.07(3) with respect to Permitted Acquisitions, shall not exceed 15% of Acquired EBITDA in any Test Period (prior to giving effect to Section 1.07(3) or this clause (l)); plus

 extraordinary, non-recurring or unusual losses, fees, costs, charges or expenses (including relating to any strategic initiatives and accruals and reserves in connection with such gains, losses, charges or expenses), restructuring costs, charges, accruals or reserves (including, without limitation, restructuring and integration costs related to acquisitions, facility closures, workforce reductions and adjustments to existing reserves, and in each case, whether or not classified as such under GAAP); plus

 any payments in the nature of compensation or expense reimbursement made to independent board members; plus

 internal software development costs that are expensed during the period but could have been capitalized in accordance with GAAP; plus

 any loss from discontinued operations (but if such operations are classified as discontinued due to the fact that they are subject to an agreement to dispose of such operations, only when and to the extent such operations are actually disposed of);

provided, that the aggregate amount of any amounts added back to Consolidated EBITDA pursuant to clauses (f), (m) and (n) above shall not exceed 10% of Consolidated EBITDA (calculated without giving effect to any such addbacks) in any Test Period; and

decreased (without duplication) by the following, in each case to the extent included in determining Consolidated Net Income for such period:

 non-cash gains for such period (excluding any non-cash gain to the extent it represents the reversal of an accrual or reserve for a potential cash item that reduced Consolidated Net Income or Consolidated EBITDA in any prior period other than any such accrual or reserve that has been added back to Consolidated Net Income in calculating Consolidated EBITDA in accordance with this definition),

 the amount of any non-controlling interest consisting of loss attributable to non-controlling interests of third parties in any non-wholly owned Subsidiary added to (and not deducted from) Consolidated Net Income in such period,

 any net income from discontinued operations (but if such operations are classified as discontinued due to the fact that they are subject to an agreement to dispose of such operations, only when and to the extent such operations are actually disposed of); and

 any extraordinary, non-recurring or unusual gains.

For the avoidance of doubt, Consolidated EBITDA shall be calculated, including pro forma adjustments, in accordance with Section 1.07.

“Consolidated First Lien Secured Debt” means, as of any date of determination, the aggregate principal amount of Indebtedness of the Borrower and its Subsidiaries outstanding on such date, determined on a consolidated basis in accordance with GAAP, consisting only of Indebtedness for borrowed money, Capitalized Lease Obligations and purchase money Indebtedness, in each case secured by a first priority lien on the assets of the Borrower or any of its Subsidiaries; provided, Consolidated First Lien Secured Debt will not include Non-Recourse Indebtedness, undrawn amounts under revolving credit facilities and Indebtedness in respect of any (1) letter of credit, bank guarantees and performance or similar bonds, except to the extent of obligations in respect of drawn standby letters of credit which have not been reimbursed within three (3) Business Days and (2) Hedging Obligations.

“Consolidated Interest Expense” means, with respect to any Person for any period, without duplication, the sum of:

 cash interest expense (including that attributable to Capitalized Lease Obligations), net of cash interest income, with respect to Indebtedness of such Person and its Subsidiaries for such period, other than Non-Recourse Indebtedness, including commissions, discounts and other fees and charges owed with respect to letters of credit and bankers’ acceptance financing and net cash costs under hedging agreements (other than in connection with the early termination thereof); plus

 non-cash interest expense resulting solely from (i) the amortization of original issue discount from the issuance of Indebtedness of such Person and its Subsidiaries at less than par (excluding any Indebtedness borrowed under the Facilities in connection with the Restructuring Related Transactions

and any Non-Recourse Indebtedness), plus (ii) pay-in-kind interest expense of such Person and its Subsidiaries payable pursuant to the terms of the agreements governing Indebtedness for borrowed money;

excluding, in each case:

amortization of deferred financing costs, debt issuance costs, commissions, fees and expenses and any other amounts of non-cash interest other than referred to in clauses (b)(i) and (b)(ii) above (including as a result of the effects of acquisition method accounting or pushdown accounting),

interest expense attributable to the movement of the mark-to-market valuation of obligations under Hedging Obligations and any other derivative instruments, including pursuant to FASB Accounting Standards Codification Topic 815, Derivatives and Hedging,

costs associated with incurring or terminating Hedging Obligations and cash costs associated with breakage in respect of hedging agreements for interest rates,

commissions, discounts, yield, make-whole premium and other fees and charges (including any interest expense) incurred in connection with any Non-Recourse Indebtedness,

“additional interest” owing pursuant to a registration rights agreement with respect to any securities,

any payments with respect to make-whole premiums or other breakage costs of any Indebtedness, including any Indebtedness issued in connection with the Restructuring Related Transactions,

penalties and interest relating to taxes,

accretion or accrual of discounted liabilities not constituting Indebtedness,

[reserved],

any expense resulting from the discounting of Indebtedness in connection with the application of recapitalization or purchase accounting,

any interest expense attributable to the exercise of appraisal rights and the settlement of any claims or actions (whether actual, contingent or potential) with respect thereto in connection with the Restructuring Related Transactions, any acquisition or Investment and

annual agency fees paid to any administrative agents and collateral agents with respect to any secured or unsecured loans, debt facilities, debentures, bonds, commercial paper facilities or other forms of Indebtedness (including any security or collateral trust arrangements related thereto), including the Facilities and the Super-Priority Revolving Credit Agreement.

For purposes of this definition, interest on a Capitalized Lease Obligation will be deemed to accrue at an interest rate reasonably determined by such Person to be the rate of interest implicit in such Capitalized Lease Obligation in accordance with GAAP.

“Consolidated Maintenance EBITDA” means, with respect to any Person for any period, the Consolidated Maintenance Net Income of such Person and its Subsidiaries for such period:

increased (without duplication) by the following, in each case (other than clauses (h) and (l)) to the extent deducted (and not added back) in determining Consolidated Maintenance Net Income for such period:

letter of guarantee and bankers’ acceptance fees and costs of surety bonds in connection with financing activities, together with items excluded from the definition of “Consolidated Interest Expense” pursuant to the definition thereof; plus

 Consolidated Depreciation and Amortization Expense for such period; plus

 any other non-cash charges, including any write-offs or write-downs reducing Consolidated Maintenance Net Income for such period (provided that if any such non-cash charges represent an accrual or reserve for potential cash items in any future period, (i) the Borrower may determine not to add back such non-cash charge in the current period and (ii) to the extent the Borrower does decide to add back such non-cash charge, the cash payment in respect thereof, with the exception of any cash payments related to the settlement of deferred compensation balances awarded prior to the ClosingAmendment No. 3 Effective Date, in such future period shall be subtracted from Consolidated Maintenance EBITDA to such extent, and excluding amortization of a prepaid cash item that was paid in a prior period); plus

 minority interest expense, the amount of any non-controlling interest consisting of income attributable to non-controlling interests of third parties in any non-wholly-owned Subsidiary, excluding cash distributions in respect thereof, and the amount of any reductions in arriving at Consolidated Maintenance Net Income resulting from the application of Accounting Standards Codification Topic No. 810, Consolidation; plus

 the amount of loss or discount on sale of receivables, Securitization Assets and related assets to any Securitization Subsidiary in connection with a Qualified Securitization Facility; plus

 cash receipts (or any netting arrangements resulting in reduced cash expenditures) not representing Consolidated Maintenance EBITDA or Consolidated Maintenance Net Income in any prior period to the extent non-cash gains relating to such income were deducted in the calculation of Consolidated Maintenance EBITDA pursuant to clause (2) below for any previous period and not added back; plus

date of initial application of FASB Accounting Standards Codification Topic 715—Compensation—Retirement Benefits, and any other items of a similar nature; plus

 [reserved]; plus

 the amount of “run‑rate” cost savings, synergies and operating expense reductions related to (i) any restructuring (including, without limitation, facility closures and workforce reductions) and (ii) any Permitted Acquisition, in each case, that are projected by the Borrower in good faith to result from actions either taken or with respect to which substantial steps have been taken (in the good faith determination of the Borrower) within 12 months after the end of such period (which cost savings, synergies or operating expense reductions shall be calculated on a pro forma basis as though such cost savings, synergies or operating expense reductions had been realized on the first day of such period), net of the amount of actual benefits realized from such actions during such period (it is understood and agreed that “run‑rate” means the full recurring benefit that is associated with any action taken or with respect to which substantial steps have been taken or are expected to be taken, whether prior to or following the ClosingAmendment No. 3 Effective Date) (which adjustments may be incremental to (but not duplicative of) pro forma cost savings, synergies or operating expense reduction adjustments made pursuant to Section 1.07); provided that (x) such cost savings, synergies and operating expense reductions are reasonably identifiable and factually supportable and (y) the aggregate amount of cost savings, synergies and operating expense reductions included pursuant to this clause (l), taken together with the aggregate amount included pursuant to Section 1.07(3) with respect to Permitted Acquisitions, shall not exceed 15% of Acquired EBITDA in any Test Period (prior to giving effect to Section 1.07(3) or this clause (l)); plus

 extraordinary, non-recurring or unusual losses, fees, costs, charges or expenses (including relating to any strategic initiatives and accruals and reserves in connection with such gains, losses, charges or expenses) restructuring costs, charges, accruals or reserves (including, without limitation, restructuring and integration costs related to acquisitions, facility closures, workforce reductions and adjustments to existing reserves, and in each case, whether or not classified as such under GAAP); plus

 any payments in the nature of compensation or expense reimbursement made to independent board members; plus

 internal software development costs that are expensed during the period but could have been capitalized in accordance with GAAP; plus

 earn-out and contingent consideration obligations (including to the extent accounted for as bonuses or otherwise) and adjustments thereof and purchase price adjustments; plus

 Transaction Expenses;

provided, that the aggregate amount of any amounts added back to Consolidated Maintenance EBITDA pursuant to clauses (f), (l) (m) and (n) above shall not exceed 15% of Consolidated Maintenance EBITDA (calculated without giving effect to any such addbacks) in any Test Period; and

decreased (without duplication) by the following, in each case to the extent included in determining Consolidated Maintenance Net Income for such period:

 non-cash gains for such period (excluding any non-cash gain to the extent it represents the reversal of an accrual or reserve for a potential cash item that reduced Consolidated Maintenance Net Income or Consolidated Maintenance EBITDA in any prior period other than any such accrual or reserve that has been added back to Consolidated Maintenance Net Income in calculating Consolidated Maintenance EBITDA in accordance with this definition),

 extraordinary, non-recurring or unusual gains.

For the avoidance of doubt, Consolidated Maintenance EBITDA shall be calculated, including pro forma adjustments, in accordance with Section 1.07.

“Consolidated Maintenance Net Income” means, with respect to any Person for any period, the net income (loss) of such Person and its Subsidiaries for such period determined on a consolidated basis in accordance with GAAP, excluding (and excluding the effect of), without duplication,

[reserved];

the cumulative effect of a change in accounting principles and changes as a result of the adoption or modification of accounting policies during such period whether effected through a cumulative effect adjustment or a retroactive application, in each case in accordance with GAAP;

[reserved];

any gain (loss) on asset sales, disposals or abandonments (other than asset sales, disposals or abandonments in the ordinary course of business);

the Net Income for such period of any Person that is not a Subsidiary or that is accounted for by the equity method of accounting; provided that the Consolidated Maintenance Net Income of a Person will be increased by the amount of dividends or distributions or other payments that are actually paid in cash or Cash Equivalents (or to the extent converted into cash or Cash Equivalents) to such Person or a Subsidiary thereof in respect of such period;

the Net Income for such period of any Subsidiary (other than any Guarantor) to the extent that the declaration or payment of dividends or similar distributions by that any Subsidiary of its Net Income is not at the date of determination permitted without any prior governmental approval (which has not been obtained) or, directly or indirectly, by the operation of the terms of its charter or any agreement, instrument, judgment, decree, order, statute, rule or governmental regulation applicable to that Subsidiary or its stockholders, unless such restriction with respect to the payment of dividends or similar distributions has been legally waived (or the Borrower reasonably believes such restriction could be waived and is using commercially reasonable efforts to pursue such waiver); provided that Consolidated Maintenance Net Income of a Person will be increased by the amount of dividends or other distributions or other payments actually paid in cash or Cash Equivalents (or to the extent converted into cash or Cash Equivalents), or the amount that could have been paid in cash or Cash Equivalents without violating any such restriction or requiring any such approval, to such Person or a Subsidiary thereof in respect of such period, to the extent not already included therein;

in the inventory, property and equipment, software, goodwill, intangible assets, in process research and development, deferred revenue and debt line items);

income (loss) from the early extinguishment or conversion of (a) Indebtedness, (b) Hedging Obligations or (c) other derivative instruments;

any impairment charge or asset write-off or write-down in each case, pursuant to GAAP, and the amortization of intangibles arising pursuant to GAAP;

(a) any equity based or non-cash compensation charge or expense, including any such charge or expense arising from grants of stock appreciation, equity incentive programs or similar rights, stock options, restricted stock or other rights to, and any cash charges associated with the rollover, acceleration or payout of, Equity Interests by management of such Person or of any Subsidiary, (b) noncash compensation expense resulting from the application of Accounting Standards Codification Topic No. 718, Compensation—Stock Compensation or Accounting Standards Codification Topic 505-50, Equity-Based Payments to Non-Employees, and (c) any income (loss) attributable to deferred compensation plans or trusts;

any fees, expenses or charges incurred during such period, or any amortization thereof for such period, in connection with any acquisition, Investment, Asset Sale, disposition, incurrence or repayment of Indebtedness (including such fees, expenses or charges related to the incurrence of any Facilities or any Securitization Facility), issuance of Equity Interests (including by any direct or indirect parent of the Borrower), recapitalization, refinancing transaction or amendment or modification of any debt instrument (including any amendment or other modification of the Facilities or any Securitization Facility) and including, in each case, any such transaction whether consummated on, after or prior to the ClosingAmendment No. 3 Effective Date and any such transaction undertaken but not completed, and any charges or nonrecurring merger costs incurred during such period as a result of any such transaction, in each case whether or not successful or consummated (including, for the avoidance of doubt, the effects of expensing all transaction related expenses in accordance with Accounting Standards Codification Topic No. 805, Business Combinations); provided that the amount of charges or nonrecurring merger costs incurred during such period as a result of any such transaction that is not successful or consummated shall not exceed $5,000,000 in the aggregate;

accruals and reserves that are established or adjusted in connection with the Restructuring Related Transactions, an Investment or an acquisition that are required to be established or adjusted as a result of the Restructuring Related Transactions, such Investment or such acquisition, in each case in accordance with GAAP;

any expenses, charges or losses to the extent covered by insurance that are, directly or indirectly, reimbursed or reimbursable by a third party, and any expenses, charges or losses that are covered by indemnification or other reimbursement provisions in connection with any acquisition, Investment or any sale, conveyance, transfer or other disposition of assets permitted under this Agreement;

any non-cash gain (loss) attributable to the mark to market movement in the valuation of Hedging Obligations or other derivative instruments pursuant to FASB Accounting Standards Codification Topic 815—Derivatives and Hedging or mark to market movement of other financial instruments pursuant to FASB Accounting Standards Codification Topic 825—Financial Instruments;

any net unrealized gain or loss (after any offset) resulting in such period from currency transaction or translation gains or losses including those related to currency remeasurements of Indebtedness (including any net loss or gain resulting from (a) Hedging Obligations for currency exchange risk and (b) resulting from intercompany indebtedness) and any other foreign currency transaction or translation gains and losses, to the extent such gain or losses are non-cash items;

any adjustments resulting from the application of Accounting Standards Codification Topic No. 460, Guarantees, or any comparable regulation;

any non-cash rent expense;

[reserved]; and

any non-cash expenses, accruals or reserves related to adjustments to historical tax exposures.

In addition, to the extent not already included in the Consolidated Maintenance Net Income of such Person and its Subsidiaries, Consolidated Maintenance Net Income will include the amount of proceeds received or receivable from business interruption insurance, the amount of any expenses or charges incurred by such Person or its Subsidiaries during such period that are, directly or indirectly, reimbursed or reimbursable by a third party, and amounts that are covered by indemnification or other reimbursement provisions in connection with any acquisition, Investment or any sale, conveyance, transfer or other disposition of assets permitted hereunder.

“Consolidated Net Income” means, with respect to any Person for any period, the net income (loss) of such Person and its Subsidiaries for such period determined on a consolidated basis in accordance with GAAP, excluding (and excluding the effect of), without duplication,

[reserved];

any gain (loss) on asset sales, disposals or abandonments (other than asset sales, disposals or abandonments in the ordinary course of business);

the Net Income for such period of any Person that is not a Subsidiary or that is accounted for by the equity method of accounting; provided that the Consolidated Net Income of a Person will be increased by the amount of dividends or distributions or other payments that are actually paid in cash or Cash Equivalents (or to the extent converted into cash or Cash Equivalents) to such Person or a Subsidiary thereof in respect of such period;

the Net Income for such period of any Subsidiary (other than any Guarantor) to the extent that the declaration or payment of dividends or similar distributions by that any Subsidiary of its Net Income is not at the date of determination permitted without any prior governmental approval (which has not been obtained) or, directly or indirectly, by the operation of the terms of its charter or any agreement, instrument, judgment, decree, order, statute, rule or governmental regulation applicable to that Subsidiary or its stockholders, unless such restriction with respect to the payment of dividends or similar distributions has been legally waived (or the Borrower reasonably believes such restriction could be waived and is using commercially reasonable efforts to pursue such waiver); provided that Consolidated Net Income of a Person will be increased by the amount of dividends or other distributions or other payments actually paid in cash or Cash Equivalents (or to the extent converted into cash or Cash Equivalents), or the amount that could have been paid in cash or Cash Equivalents without violating any such restriction or requiring any such approval, to such Person or a Subsidiary thereof in respect of such period, to the extent not already included therein;

effects of adjustments (including the effects of such adjustments pushed down to such Person and its Subsidiaries) related to the application of recapitalization accounting or purchase accounting (including in the inventory, property and equipment, software, goodwill, intangible assets, in process research and development, deferred revenue and debt line items);

income (loss) from the early extinguishment or conversion of (a) Indebtedness or (b) any derivative instruments;

any impairment charge or asset write-off or write-down in each case, pursuant to GAAP, and the amortization of intangibles arising pursuant to GAAP;

any fees, expenses or charges incurred during such period, or any amortization thereof for such period, in connection with any acquisition, Investment, Asset Sale, disposition, incurrence or repayment of Indebtedness (including such fees, expenses or charges related to the incurrence of any Facilities), issuance of Equity Interests (including by any direct or indirect parent of the Borrower), recapitalization, refinancing transaction or amendment or modification of any debt instrument (including any amendment or other modification of the Facilities) and including, in each case, any such transaction whether consummated on, after or prior to the Closing Date and any such transaction undertaken but not completed, and any charges or nonrecurring merger costs incurred during such period as a result of any such transaction, in each case whether or not successful or consummated (including, for the avoidance of doubt, the effects of expensing all transaction related expenses in accordance with Accounting Standards Codification Topic No. 805, Business Combinations); provided that the amount of charges or nonrecurring merger costs incurred during such period as a result of any such transaction that is not successful or consummated shall not exceed $5,000,000 in the aggregate;

accruals and reserves that are established or adjusted in connection with the Transactions, an Investment or an acquisition that are required to be established or adjusted as a result of the Transactions, such Investment or such acquisition, in each case in accordance with GAAP;

any non-cash gain (loss) attributable to the mark to market movement in the valuation of any derivative instruments pursuant to FASB Accounting Standards Codification Topic 815—Derivatives and Hedging or mark to market movement of other financial instruments pursuant to FASB Accounting Standards Codification Topic 825—Financial Instruments;

any net unrealized gain or loss (after any offset) resulting in such period from currency transaction or translation gains or losses including those related to currency remeasurements of Indebtedness (including any net loss or gain resulting from intercompany indebtedness) and any other foreign currency transaction or translation gains and losses, to the extent such gain or losses are non-cash items;

any adjustments resulting from the application of Accounting Standards Codification Topic No. 460, Guarantees, or any comparable regulation;

any non-cash rent expense;

[reserved];

any non-cash expenses, accruals or reserves related to adjustments to historical tax exposures; and

[reserved].

In addition, to the extent not already included in the Consolidated Net Income of such Person and its Subsidiaries, Consolidated Net Income will include the amount of proceeds received or receivable from business interruption insurance, the amount of any expenses or charges incurred by such Person or its Subsidiaries during such period that are, directly or indirectly, reimbursed or reimbursable by a third party, and amounts that are covered by indemnification or other reimbursement provisions in connection with any acquisition, Investment or any sale, conveyance, transfer or other disposition of assets permitted hereunder.

“Consolidated Secured Debt” means, as of any date of determination, the aggregate principal amount of Indebtedness of the Borrower and its Subsidiaries outstanding on such date, determined on a consolidated basis in accordance with GAAP, consisting only of Indebtedness for borrowed money, Capitalized Lease Obligations and purchase money Indebtedness, in each case secured by a lien on the assets of the Borrower or any of its Subsidiaries; provided, Consolidated Secured Debt will not include Non-Recourse Indebtedness, undrawn amounts under revolving credit facilities and Indebtedness in respect of any (1) letter of credit, bank guarantees and performance or similar bonds, except to the extent of obligations in respect of drawn standby letters of credit which have not been reimbursed within three (3) Business Days and (2) Hedging Obligations.

“Consolidated Total Debt” means, as of any date of determination, the aggregate principal amount of Indebtedness of the Borrower and its Subsidiaries outstanding on such date, determined on a consolidated basis in accordance with GAAP, consisting only of Indebtedness for borrowed money, Capitalized Lease Obligations and purchase money Indebtedness; provided, Consolidated Total Debt will not include Non-Recourse Indebtedness, undrawn amounts under revolving credit facilities and Indebtedness in respect of any (1) letter of credit, bank guarantees and performance or similar bonds, except to the extent of obligations in respect of drawn standby letters of credit which have not been reimbursed within three (3) Business Days and (2) Hedging Obligations.

“Consolidated Working Capital” means, as at any date of determination, the excess of Consolidated Current Assets over Consolidated Current Liabilities.

“Contingent Obligations” means, with respect to any Person, any obligation of such Person guaranteeing any leases, dividends or other monetary obligations that do not constitute Indebtedness (“primary obligations”) of any other Person (the “primary obligor”) in any manner, whether directly or indirectly, including any obligation of such Person, whether or not contingent:

to purchase any such primary obligation or any property constituting direct or indirect security therefor;

to advance or supply funds:

 for the purchase or payment of any such primary obligation or

 to maintain working capital or equity capital of the primary obligor or otherwise to maintain the net worth or solvency of the primary obligor; or

to purchase property, securities or services primarily for the purpose of assuring the owner of any such primary obligation of the ability of the primary obligor to make payment of such primary obligation against loss in respect thereof.

“Contractual Obligation” means, as to any Person, any provision of any security issued by such Person or of any agreement, instrument or other undertaking to which such Person is a party or by which it or any of its property is bound.

“Controlled Investment Affiliate” means, as to any Person, any other Person, other than any Investor, which directly or indirectly is in control of, is controlled by, or is under common control with such Person and is organized by such Person (or any Person controlling such Person) primarily for making direct or indirect equity or debt investments in the Borrower or other companies.

“Corrective Extension Amendment” has the meaning specified in Section 2.16(6).

“Corresponding Tenor” with respect to any Available Tenor means, as applicable, either a tenor (including overnight) or an interest payment period having approximately the same length (disregarding business day adjustment) as such Available Tenor.

“Costa Rican Guarantor” means Superior Industries International Production, S.R.L.

“Covered Entity” means any of the following:

a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b);

a “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or

a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b).

“Covered Party” has the meaning assigned to it in ‎Section 10.27.

“Credit Extension” means a Borrowing.

“Cure Amount” has the meaning specified in Section 8.04(1).

“Cure Expiration Date” has the meaning specified in Section 8.04(1)(a).

“Daily Simple SOFR” means, for any day (a “SOFR Rate Day”), a rate per annum equal to SOFR for the day (such day “SOFR Determination Date”) that is five (5) U.S. Government Securities Business Days prior to (i) if such SOFR Rate Day is U.S. Government Securities Business Day, such SOFR Rate Day or (ii) if such SOFR Rate Day is not a U.S. Government Securities Business Day, the U.S. Government Securities Business Day immediately preceding such SOFR Rate Day, in each case, as such SOFR is published by the SOFR Administrator on the SOFR Administrator’s Website. Any change in Daily Simple SOFR due to a change in SOFR shall be effective from and including the effective date of such change in SOFR without notice to the Borrower.

“DB Factor” means Deutsche Bank AG New York Branch and/or its Affiliates and branches.

“DB Factoring Agreement” means each of (i) the DB Factoring Agreement (North America) and (ii) the DB Factoring Agreement (Europe).

“DB Factoring Agreement (Europe)” means that certain Factoringvertrag, dated as of September 29, 2023, by and between Superior Industries Production (Poland) Sp. z o.o. and PB Factoring GmbH, as the same may be amended, restated, amended and restated, replaced, refinanced, supplemented or modified from time to time.

“DB Factoring Agreement (North America)” means that certain Amended and Restated Receivables Purchase Agreement between Superior Industries North America, S. de R.L. de C.V., Superior Industries Trading de Mexico, S. de R.L. de C.V., each additional seller party thereto from time to time, Deutsche Bank AG New York Branch and Deutsche Bank Trust Company Americas, as the same may be amended, restated, amended and restated, replaced, refinanced, supplemented or modified from time to time.

“DB Factoring Arrangement” means one or more factoring arrangements by and among the Borrower and/or its Subsidiaries and one or more DB Factors, including any arrangements evidenced by the DB Factoring Agreement.

“DB Factor” means Deutsche Bank AG New York Branch and/or its Affiliates and branches.

“DB Factoring Collection Account” means the “Purchaser Collection Account” as defined in the DB Factoring Agreement (North America), which DB Factoring Collection Account (i) is required pursuant to the DB Factoring Agreement (North America) to be subject to the Liens and sole control of the applicable DB Factor, (ii) secures Receivables Financing Obligations in respect of the applicable DB Factoring Arrangement and (iii) exclusively holds the proceeds of receivables purchased by a DB Factor pursuant to the applicable DB Factoring Arrangement.

“Declined Proceeds” has the meaning specified in Section 2.05(2)(g).

“Debt Fund Affiliate” means any Affiliate of an Investor that is a bona fide diversified debt fund that is not (a) a natural person or (b) the Borrower or any Subsidiary of the Borrower; provided that the Investors shall not constitute Debt Fund Affiliates.

“Debt Representative” means, with respect to any series of Indebtedness, the trustee, administrative agent, collateral agent, security agent or similar agent under the indenture or agreement pursuant to which such Indebtedness is issued, incurred or otherwise obtained, as the case may be, and each of their successors in such capacities.

“Debtor Relief Laws” means the Bankruptcy Code of the United States, and all other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization or similar debtor relief Laws of the United States or other applicable jurisdictions from time to time in effect and affecting the rights of creditors generally.

“Default” means any event that is, or with the passage of time or the giving of notice or both would be, an Event of Default.

“Default Rate” means an interest rate equal to (a) the Base Rate plus (b) the Applicable Rate applicable to Base Rate Loans plus (c) 2.00% per annum; provided that with respect to the outstanding principal amount of any Loan, the Default Rate shall be an interest rate equal to the interest rate (including any Applicable Rate) otherwise applicable to such Loan (giving effect to Section 2.02(3)) plus 2.00% per annum, in each case, to the fullest extent permitted by applicable Laws.

“Default Right” has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable.

“Defaulting Lender” means, subject to Section 2.17(2), any Lender that (a) has refused (which refusal may be given verbally or in writing and has not been retracted) or failed to perform any of its funding obligations hereunder, within one Business Day of the date required to be funded by it hereunder, (b) has failed to pay over to the Administrative Agent or any other Lender any other amount required to be paid by it hereunder within one Business Day of the date when due, unless the subject of a good faith dispute, (c) has notified the Borrower or the Administrative Agent that it does not intend to comply with its funding obligations or has made a public statement to that effect with respect to its funding obligations hereunder or generally under other agreements in which it commits to extend credit, (d) has failed, within three (3) Business Days after request by the Administrative Agent, to confirm in a manner satisfactory to the Administrative Agent that it will comply with its funding obligations, or (e) has, or has a direct or indirect parent company that has, either (i) admitted in writing that it is insolvent, or (ii) become subject to a Lender-Related Distress Event or (iii) become the subject of a Bail-In Action. Any determination by the Administrative Agent as to whether a Lender is a Defaulting Lender shall be conclusive absent manifest error.

“Designated Preferred Stock” means Preferred Stock issued by the Borrower (other than pursuant to the Investment Agreement) and designated in an Officer’s Certificate delivered to the Administrative Agent as “Designated Preferred Stock”; provided that, with respect to any such designation as “Designated Preferred Stock” on or after the Amendment and RestatementNo. 3 Effective Date, as of the date of designation thereof, (a) (i) the Secured Net Leverage Ratio for the Test Period immediately preceding the date on which such Preferred Stock is issued

(without netting any cash proceeds thereof) would not be greater than 2.00 to 1.00 and (ii) the aggregate principal amount of all outstanding Secured Indebtedness on the date on which such Preferred Stock is issued would not be greater than $350 million and (b) the Interest Coverage Ratio for the Test Period immediately preceding the date upon which such Preferred Stock is issued would be at least 2.00 to 1.00.

“Dilution Account” means the “Collateral Account” as defined in the DB Factoring Agreement (North America), which Dilution Account (A) is required pursuant to the DB Factoring Agreement (North America) to be subject to the Liens and sole control of the applicable DB Factor and (B) secures Receivables Financing Obligations in respect of applicable DB Factoring Arrangement permitted pursuant to Section 7.02(b)(25); provided that, (x) the balances in any Dilution Account shall not, at any time on or after the Amendment No. 23 Effective Date, exceed 10% of the “Facility Amount” as defined in the DB Factoring Agreement (North America) and (y) the aggregate balances in all Dilution Accounts shall not, at any time on or after the Amendment No. 23 Effective Date, exceed $2,500,000.

“Discharge” means, with respect to any Indebtedness, the repayment, prepayment, repurchase (including pursuant to an offer to purchase), redemption, defeasance or other discharge of such Indebtedness, in any such case in whole or in part.

“Disposition” has the meaning set forth in the definition of “Asset Sale.”

“Disqualified Institution” means (a) any competitor of the Borrower or its Subsidiaries identified in writing by or on behalf of the Borrower to (i) the Administrative Agent on or prior to the ClosingAmendment No. 3 Effective Date or (ii) the Administrative Agent from time to time after the ClosingAmendment No. 3 Effective Date, (b) those particular banks, financial institutions, other institutional lenders and other Persons identified by the Borrower to the Administrative Agent on or prior to the ClosingAmendment No. 3 Effective Date (or related funds of any such Persons) and (c) any Affiliate of the entities described in the preceding clauses (a) or (b) that are either (x) reasonably identifiable as such or associated on the basis of their name or (y) are identified as such in writing by or on behalf of the Borrower to (i) the Administrative Agent on or prior to the ClosingAmendment No. 3 Effective Date or (ii) the Administrative Agent from time to time after the ClosingAmendment No. 3 Effective Date (other than bona fide diversified debt funds); provided that any Person that is a Lender and subsequently becomes a Disqualified Institution (but was not a Disqualified Institution at the time it became a Lender) shall be deemed to not be a Disqualified Institution hereunder. The identity of Disqualified Institutions may be communicated by the Administrative Agent to a Lender upon request, but will not be otherwise posted or distributed to any Person.

“Disqualified Stock” means, with respect to any Person, any Capital Stock of such Person which, by its terms, or by the terms of any security into which it is convertible or for which it is redeemable or exchangeable, or upon the happening of any event, matures or is mandatorily redeemable (other than (i) for any Qualified Equity Interests or (ii) solely as a result of a change of control, asset sale, casualty, condemnation or eminent domain) pursuant to a sinking fund obligation or otherwise, or is redeemable at the option of the holder thereof (other than (i) for any Qualified Equity Interests or (ii) solely as a result of a change of control, asset sale, casualty, condemnation or eminent domain), in whole or in part, in each case prior to the date 91 days after the earlier of the then Latest Maturity Date or the date the Loans are no longer outstanding and the Commitments have been terminated; provided that if such Capital Stock is issued pursuant to any plan for the benefit of future, current or former employees, directors, officers, members of management, consultants or independent contractors (or their respective Controlled Investment Affiliates or Immediate Family Members or any permitted transferees thereof) of the Borrower or its Subsidiaries or by any such plan to such employees, directors, officers, members of management, consultants or independent contractors (or their respective Controlled Investment Affiliates or Immediate Family Members or any permitted transferees thereof), such Capital Stock will not constitute Disqualified Stock solely because it may be required to be repurchased by the Borrower or its Subsidiaries in order to satisfy applicable statutory or regulatory obligations or as a result of such employee’s, director’s, officer’s, management member’s, consultant’s or independent contractor’s termination, death or disability; provided further any Capital Stock held by any future, current or former employee, director, officer, member of management, consultant or independent contractor (or their respective Controlled Investment Affiliates or Immediate Family Members or any permitted transferees thereof) of the Borrower, any of its Subsidiaries or any other entity in which the Borrower or any Subsidiary of the Borrower has an Investment and is designated in good faith as an “affiliate” by the Board of Directors (or the compensation committee thereof), in each case pursuant to any equity subscription or equity holders’ agreement, management equity plan or stock option plan or any other management or

employee benefit plan or agreement will not constitute Disqualified Stock solely because it may be required to be repurchased by the Borrower or any Subsidiary of the Borrower in order to satisfy applicable statutory or regulatory obligations or as a result of such employee’s, director’s, officer’s, management member’s, consultant’s or independent contractor’s termination, death or disability. For the purposes hereof, the aggregate principal amount of Disqualified Stock will be deemed to be equal to the greater of its voluntary or involuntary liquidation preference and maximum fixed repurchase price, determined on a consolidated basis in accordance with GAAP, and the “maximum fixed repurchase price” of any Disqualified Stock that does not have a fixed repurchase price will be calculated in accordance with the terms of such Disqualified Stock as if such Disqualified Stock were purchased on any date on which the Consolidated Total Debt, Consolidated First Lien Secured Debt or Consolidated Secured Debt, as applicable, will be required to be determined pursuant to this Agreement, and if such price is based upon, or measured by, the fair market value of such Disqualified Stock, such fair market value shall be determined in good faith by the Borrower.

“Distressed Person” shall have the meaning provided in the definition of the term Lender-Related Distress Event.

“Dollar” and “$” mean lawful money of the United States.

“Dollar Equivalent” shall mean, at any time, (a) with respect to any amount denominated in U.S. Dollars, such amount, and (b) with respect to any amount denominated in any currency other than U.S. Dollars, the equivalent amount thereof in Dollars as determined by the Administrative Agent at such time on the basis of the Exchange Rate (determined in respect of the most recent Rrevaluation Ddate) for the purchase of Dollars with such currency.

“Domestic Subsidiary” means any direct or indirect Subsidiary of the Borrower that is organized under the Laws of the United States, any state thereof or the District of Columbia.

“ECF Payment Amount” has the meaning specified in Section 2.05(2)(a).

“ECF Payment Date” has the meaning specified in Section 2.05(2)(a).

“ECF Percentage” has the meaning specified in Section 2.05(2)(a).

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

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

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

“Eldridge” means Eldridge Capital Management, LLC together with its affiliates and funds managed and/or advised by them.

“Eligible Assignee” has the meaning specified in Section 10.07(a).

“Eligible AssigneeLender” has the meaning specified in Section 10.07(ab)(vi).

“EMU” means the economic and monetary union as contemplated in the Treaty on European Union.

“EMU Legislation” shall mean the legislative measures of the EMU for the introduction of, changeover to, or operation of the Euro in one or more member states.

“Environment” means ambient air, indoor air, surface water, groundwater, drinking water, soil, surface and sub-surface strata, and natural resources such as wetlands, flora and fauna.

“Environmental Claim” means any and all administrative, regulatory or judicial actions, suits, demands, demand letters, claims, liens, notices of noncompliance or violation, investigations (other than internal reports prepared by any Loan Party or any of its Subsidiaries (a) in the ordinary course of such Person’s business or (b) as required in connection with a financing transaction or an acquisition or disposition of real estate) or proceedings with respect to any Environmental Liability or Environmental Law (hereinafter “Claims”), including (i) any and all Claims by governmental or regulatory authorities for enforcement, cleanup, removal, response, remedial or other actions or damages pursuant to any Environmental Law and (ii) any and all Claims by any third party seeking damages, contribution, indemnification, cost recovery, compensation or injunctive relief pursuant to any Environmental Law.

“Environmental Laws” means any and all Laws relating to pollution or the protection of the Environment or, to the extent relating to exposure to Hazardous Materials, human health.

“Environmental Liability” means any liability (including any liability for damages, costs of environmental remediation, fines, penalties or indemnities) of any Loan Party or any of its Subsidiaries directly or indirectly resulting from or based upon (a) violation of any Environmental Law, (b) the generation, use, handling, transportation, storage, treatment or disposal of any Hazardous Materials, (c) exposure to any Hazardous Materials, (d) the Release or threatened Release of any Hazardous Materials or (e) any contract or other written agreement pursuant to which liability is assumed or imposed with respect to any of the foregoing.

“Environmental Permit” means any permit, approval, identification number, license or other authorization required under any Environmental Law.

“Equal Priority Intercreditor Agreement” means, to the extent executed in connection with the incurrence of Indebtedness secured by Liens on the Collateral which are intended to rank equal in priority to the Liens on the Collateral securing the First Lien Obligations under this Agreement (but without regard to the control of remedies), at the option of the Borrower and the Administrative Agent acting together in good faith, either (a) the Closing Date Intercreditor Agreement, (b) an intercreditor agreement substantially in the form of Exhibit G-1 or (c) a customary intercreditor agreement in form and substance reasonably acceptable to the Administrative Agent and the Borrower, which agreement shall (x) provide that the Liens on the Collateral securing such Indebtedness shall rank equal in priority to the Liens on the Collateral securing the First Lien Obligations under this Agreement (but without regard to the control of remedies) and (y) provide for the priority of the Obligations in right of payment relative to such other Indebtedness in a manner no less favorable in any material respect than the provisions set forth in the form attached hereto as Exhibit G-1, in each case, with such modifications thereto as the Administrative Agent (acting at the direction of the Required Lenders) and the Borrower may agree.

“Equity Interests” means, with respect to any Person, the Capital Stock of such Person and all warrants, options or other rights to acquire Capital Stock of such Person, but excluding any debt security that is convertible into, or exchangeable for, Capital Stock of such Person.

“Equity Offering” means any public or private sale of common equity or Preferred Stock of the Borrower (excluding Disqualified Stock), other than:

public offerings with respect to the Borrower’s common equity registered on Form S-4 or Form S-8; and

issuances to any Subsidiary of the Borrower.

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

“ERISA Affiliate” means any trade or business (whether or not incorporated) that together with any Loan Party is treated as a single employer within the meaning of Section 414 of the Code or Section 4001 of ERISA.

“ERISA Event” means (a) a Reportable Event with respect to a Pension Plan; (b) a withdrawal by any Loan Party or any of their respective ERISA Affiliates from a Pension Plan subject to Section 4063 of ERISA during a plan year in which it was a substantial employer (as defined in Section 4001(a)(2) of ERISA) or a cessation of operations that is treated as such a withdrawal under Section 4062(e) of ERISA; (c) a complete or partial withdrawal by any Loan Party or any of their respective ERISA Affiliates from a Multiemployer Plan, written notification of any Loan Party or any of their respective ERISA Affiliates concerning the imposition of withdrawal liability or written notification that a Multiemployer Plan is “insolvent” (within the meaning of Section 4245 of ERISA) or has been determined to be in “endangered” or “critical” status (within the meaning of Section 432 of the Code or Section 305 of ERISA); (d) the filing under Section 4041(c) of ERISA of a notice of intent to terminate a Pension Plan, the treatment of a Pension Plan or Multiemployer Plan amendment as a termination under Sections 4041 or 4041A of ERISA, or the commencement in writing of proceedings by the PBGC to terminate a Pension Plan or Multiemployer Plan; (e) the imposition of any liability under Title IV of ERISA with respect to the termination of any Pension Plan or Multiemployer Plan, other than for the payment of PBGC premiums due but not delinquent under Section 4007 of ERISA, upon any Loan Party or any of their respective ERISA Affiliates; (f) an event or condition which constitutes grounds under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Pension Plan or Multiemployer Plan; (g) a failure to satisfy the minimum funding standard (within the meaning of Section 302 of ERISA or Section 412 of the Code) with respect to a Pension Plan, whether or not waived; (h) the application for a minimum funding waiver under Section 302(c) of ERISA with respect to a Pension Plan; (i) the imposition of a lien under Section 303(k) of ERISA or Section 430(k) of the Code with respect to any Pension Plan; (j) a determination that any Pension Plan is in “at risk” status (within the meaning of Section 303 of ERISA or Section 430 of the Code); or (k) the occurrence of a nonexempt prohibited transaction with respect to any Pension Plan maintained or contributed to by any Loan Party or any of their respective ERISA Affiliates (within the meaning of Section 4975 of the Code or Section 406 of ERISA) which could result in liability to any Loan Party.

“Erroneous Payment” has the meaning specified in Section 9.10(1).

“Erroneous Payment Deficiency Assignment” has the meaning specified in Section 9.10(4).

“Erroneous Payment Impacted Class” has the meaning specified in Section 9.10(4).

“Erroneous Payment Return Deficiency” has the meaning specified in Section 9.10(4).

“Erroneous Payment Subrogation Rights” has the meaning specified in Section 9.10(4).

“Escrowed Proceeds” means the proceeds from the offering of any debt securities or other Indebtedness paid into an escrow account with an independent escrow agent on the date of the applicable offering or incurrence pursuant to escrow arrangements that permit the release of amounts on deposit in such escrow account upon satisfaction of certain conditions or the occurrence of certain events. The term “Escrowed Proceeds” shall include any interest earned on the amounts held in escrow.

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

“EU Treaty” means the Treaty on European Union.

“Euro” or “euro” or “€” shall mean the single currency of the Participating Member States introduced in accordance with the provisions of Article 109(i)4 of the EU Treaty.

“Event of Default” has the meaning specified in Section 8.01.

“Excess Cash Flow” means, for any period, an amount equal to the excess of:

(1) the sum, without duplication, of:

(a) Consolidated Maintenance Net Income of the Borrower for such period,

(b) an amount equal to the amount of all non-cash charges (including depreciation and amortization) for such period to the extent deducted in arriving at such Consolidated Net Maintenance Income, but excluding any such non-cash charges representing an accrual or reserve for potential cash items related to bonuses or other non-cash accruals or reserves taken in the ordinary course of business consistent with GAAP, in any case, in any future period and excluding amortization of a prepaid cash item that was paid in a prior period,

(c) decreases in Consolidated Working Capital (except as a result of the reclassification of items from short-term to long-term or vice versa) and, without duplication, decreases in long-term accounts receivable and increases in the long-term portion of deferred revenue (except as a result of the reclassification of items from short-term to long-term or vice versa), in each case, for such period (other than any such decreases or increases, as applicable, arising from acquisitions or Asset Sales outside the ordinary course of assets by the Borrower or any Subsidiary of the Borrower during such period or the application of recapitalization or purchase accounting),

(d) [reserved];

(e) the amount deducted as tax expense in determining Consolidated Maintenance Net Income to the extent in excess of cash taxes paid in such period and

(f) [reserved]; over

(2) the sum, without duplication, of:

(a) an amount equal to the amount of all non-cash credits (including, to the extent constituting non-cash credits, amortization of deferred revenue acquired as a result of any Permitted Acquisition or other investment permitted hereunder) included in arriving at such Consolidated Maintenance Net Income (but excluding any non-cash credit to the extent representing the reversal of an accrual or reserve described in clause (1)(b) above) and cash losses, charges (including any reserves or accruals for potential cash charges in any future period), expenses, costs and fees excluded by virtue of the definition of “Consolidated Maintenance Net Income,”

(b) [reserved],

(c) the aggregate amount of all principal payments of Indebtedness of the Borrower and its Subsidiaries (including, without limitation, (i) the principal component of payments in respect of Capitalized Lease Obligations, (ii) payments and redemptions of Permitted Ratio Debt and the Senior Notes (or any Indebtedness representing Refinancing Indebtedness of any of the foregoing in accordance with the corresponding provisions of the governing documentation thereof), in each case to the extent such payments are permitted hereunder and actually made, and (iii) the amount of any scheduled repayment of Term Loans pursuant to Section 2.07 and mandatory prepayment of Term Loans pursuant to Section 2.05(2)(b), and any mandatory Discharge of any Indebtedness representing Refinancing Indebtedness of any of the foregoing in accordance with the corresponding provisions of the governing documentation thereof, in each case, to the extent required due to an Asset Sale or Casualty Event that resulted in an increase to Consolidated Maintenance Net Income for such period and not in excess of the amount of such increase, but excluding (x) all optional prepayments of Term Loans (which shall be deducted from Excess Cash Flow pursuant to Section 2.05(2)(a)), (y) all prepayments in respect of any revolving credit facility, except to the extent there is an equivalent permanent reduction in commitments thereunder and (z) payments on any

Subordinated Indebtedness, except in each case to the extent permitted to be paid pursuant to Section 7.05) made during such period, and other than Investments in the Borrower or any of its Subsidiaries, in each case, except to the extent financed with the proceeds of Funded Debt (other than any Indebtedness under any revolving credit facilities) of the Borrower or any Subsidiary of the Borrower (unless such Indebtedness has been repaid),

(d) [reserved];

(e) increases in Consolidated Working Capital (except as a result of the reclassification of items from short-term to long-term or vice versa) and, without duplication, increases in long-term accounts receivable and decreases in the long-term portion of deferred revenue (except as a result of the reclassification of items from short-term to long-term or vice versa), in each case, for such period (other than any such increases or decreases, as applicable, arising from acquisitions or Asset Sales outside the ordinary course by the Borrower or any Subsidiary of the Borrower during such period or the application of recapitalization or purchase accounting),

(f) cash payments by the Borrower and its Subsidiaries during such period in respect of long-term liabilities of the Borrower and its Subsidiaries (other than Indebtedness) to the extent such payments are not expensed during such period or are not deducted in calculating Consolidated Maintenance Net Income,

(g) without duplication of amounts deducted pursuant to clause (k) below in prior fiscal years, the amount of cash consideration paid by the Borrower and its Subsidiaries (on a consolidated basis) in connection with Capital Expenditures and investments made during such period (including Permitted Acquisitions, investments constituting Permitted Investments and investments made pursuant to Section 7.05, but other than Investments in cash and Cash Equivalents), except to the extent such Capital Expenditures or investments, in each case, were financed with the proceeds of Funded Debt (other than any Indebtedness under any revolving credit facilities) of the Borrower or any of its Subsidiaries (unless such Indebtedness has been repaid),

(h) [reserved],

(i) the aggregate amount of expenditures (including expenditures for the payment of financing fees) paid in cash during such period to the extent that such expenditures are not expensed during such period or are not deducted in calculating Consolidated Maintenance Net Income, except to the extent such expenditures were financed with the proceeds of Funded Debt (other than any Indebtedness under any revolving credit facilities) of the Borrower or any Subsidiary of the Borrower (unless such Indebtedness has been repaid),

(j) the aggregate amount of any premium, make-whole or penalty payments actually paid in cash by the Borrower and its Subsidiaries during such period that are made in connection with any prepayment or redemption of Indebtedness to the extent (x) such premium, make-whole or penalty payments were not expensed during such period or are not deducted in calculating Consolidated Maintenance Net Income and (y) such prepayments or redemptions reduced Excess Cash Flow pursuant to clause (2)(c) above or reduced the mandatory prepayment required by Section 2.05(2)(a),

(k) [reserved],

(l) the amount of cash taxes (including penalties and interest) paid or tax reserves set aside or payable (without duplication) in such period to the extent they exceed the amount of tax expense deducted in determining Consolidated Maintenance Net Income for such period,

(m) cash expenditures in respect of Hedging Obligations during such fiscal year to the extent not deducted in arriving at such Consolidated Maintenance Net Income, and

(n) any fees, expenses or charges incurred during such period (including the Transaction Expenses), or any amortization thereof for such period, in connection with any acquisition, investment, disposition, incurrence or repayment of Indebtedness, issuance of Equity Interests, refinancing transaction or amendment or modification of any debt instrument (including any amendment or other modification of this Agreement, the other Loan Documents, any indenture governing the Senior Notes, any Preferred Stock and documents related to the foregoing and including, in each case, any such transaction consummated prior to the Closing Date and any such transaction undertaken but not completed, and any charges or non-recurring merger costs incurred during such period as a result of any such transaction, in each case whether or not successful.

“Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations of the SEC promulgated thereunder.

“Exchange Agreement” has the meaning specified in the Preliminary Statements.

“Exchange Rate” means on any day with respect to any currency other than U.S. Dollars, the rate at which such currency may be exchanged into U.S. Dollars, as set forth at approximately 11:00 a.m. (London time) on such day on the Reuters “FXFIX” Page for such currency; in the event that such rate does not appear on any Reuters “FXFIX” Page, the Exchange Rate shall be determined by reference to such other publicly available service for displaying exchange rates as may be agreed upon by the Administrative Agent and the Borrower, or, in the absence of such agreement, such Exchange Rate shall instead be the arithmetic average of the spot rates of exchange of the Administrative Agent in the market where its foreign currency exchange operations in respect of such currency are then being conducted, at or about 10:00 a.m. (New York City time) on such date for the purchase of U.S. Dollars for delivery two Business Days later.

“Excluded Account” means (a) any deposit account or securities account established (or otherwise maintained) by any Loan Party as to which the average monthly end-of-day balance does not exceed $500,000, individually, or $2,000,000 in the aggregate for all such deposit accounts and securities accounts, (b) any Deposit Account or Securities Account consisting solely of Tax and Trust Funds, (d) any deposit account that is a zero balance account, (e) the Dilution Account (including the cash and Cash Equivalents held therein) and (f) the DB Factoring Collection Account (including the cash and Cash Equivalents held therein to the extent relating to receivables and related assets sold, conveyed, pledged, factored or transferred pursuant to the terms of the applicable DB Factoring Arrangement).

“Excluded Assets” means (i) any fee-owned real property (other than Material Real Property) and any leasehold interest in real property, (ii) motor vehicles and other assets subject to certificates of title, except to the extent a security interest therein can be perfected by the filing of a UCC financing statement or a similar filing in a foreign jurisdiction, (iii) all commercial tort claims that are not expected to result in a judgment or settlement payment in excess of $5.0 million (as determined by the Borrower in good faith), (iv) any governmental or regulatory licenses, authorizations, certificates, charters, franchises, approvals and consents (whether Federal, State, Provincial or otherwise) to the extent a security interest therein is prohibited or restricted thereby or requires any consent or authorization from a Governmental Authority not obtained (without any requirement to obtain such consent or authorization) other than to the extent such prohibition or restriction is ineffective under the UCC or other applicable Law notwithstanding such prohibition and other than proceeds and receivables thereof, the assignment of which is expressly deemed effective under the UCC or other applicable Law, (v) assets to the extent the pledge thereof or grant of security interests therein (x) is prohibited or restricted by any applicable Law, rule or regulation (other than proceeds and receivables thereof, the assignment of which is expressly deemed effective under the UCC or other applicable Law notwithstanding such prohibition), (y) would cause the destruction, invalidation or abandonment of such asset under applicable Law (solely with respect to any intellectual property), or (z) requires any consent, approval, license or other authorization of any third party (other than the Borrower or its Subsidiaries) pursuant to a contract binding on such asset (provided that such requirement existed on the ClosingAmendment No. 3 Effective Date or at the time of the acquisition of such asset and was not incurred in contemplation thereof (other than in the case of capital leases and purchase money financings)) or Governmental Authority not obtained (without any requirement to obtain such consent, approval, license or other authorization after giving effect to the anti-assignment provisions of the UCC or similar provisions under other applicable Law, (vi) margin stock and Equity Interests in any Person other than the Borrower and Subsidiaries, (vii) Equity Interests in Immaterial Subsidiaries and Excluded Subsidiaries, (viii) any

Excluded Accounts, (ix) any lease, license or agreement (not otherwise subject to clause (iv) above) or any property that is subject to a purchase money security interest or similar arrangement, in each case permitted by this Agreement, to the extent that a grant of a security interest therein (x) would violate or invalidate such lease, license or agreement or purchase money security interest or similar arrangement or create a right of termination in favor of any other party thereto (other than the Borrower or any of its Subsidiaries) after giving effect to the applicable anti-assignment provisions of the UCC or other applicable Law or (y) would require governmental or regulatory approval, consent or authorization not obtained (without any requirement to obtain such approval, consent or authorization), other than proceeds and receivables thereof, the assignment of which is expressly deemed effective under the UCC or other applicable Law notwithstanding such prohibition), (x) letter of credit rights, except to the extent the security interest therein is accomplished by the filing of a UCC financing statement or a similar filing in a foreign jurisdiction, (xi) any intent-to-use trademark applications filed in the United States Patent and Trademark Office, pursuant to Section 1(b) of the Lanham Act, 15 U.S.C. Section 1051, prior to the accepted filing of a “Statement of Use” and issuance of a “Certificate of Registration” pursuant to Section 1(d) of the Lanham Act or an accepted filing of an “Amendment to Allege Use” whereby such intent-to-use trademark application is converted to a “use in commerce” application pursuant to Section 1(c) of the Lanham Act, (xii) assets (including, without limitation, Equity Interests) where the burden or cost (including any adverse tax consequences) of obtaining a security interest therein or perfection thereof exceeds the practical benefit to the Lenders afforded thereby as reasonably determined between the Borrower and the Administrative Agent, and (xiii) any assets to the extent a security interest in such assets or perfection thereof would result in material adverse tax consequences to the Borrower or any Guarantor as reasonably determined by the Borrower in good faith, in consultation with the Administrative Agent (it being understood and agreed that assets of Loan Parties organized in any Applicable Jurisdiction shall not constitute “Excluded Assets” on the basis of this clause (xiii)).

“Excluded Subsidiaries” means all of the following and “Excluded Subsidiary” means any of them:

any Subsidiary that is not a direct or indirect, Subsidiary of the Borrower or a Guarantor,

any Subsidiary (including any regulated entity that is subject to net worth or net capital or similar capital and surplus restrictions) that is prohibited or restricted by applicable Law or by Contractual Obligation (including in respect of assumed Indebtedness permitted hereunder) existing on the ClosingAmendment No. 3 Effective Date (or, with respect to any Subsidiary acquired by the Borrower or a Guarantor after the ClosingAmendment No. 3 Effective Date (and so long as such Contractual Obligation was not incurred in contemplation of such acquisition), on the date such Subsidiary is so acquired) from providing a Guaranty (including any Broker-Dealer Regulated Subsidiary) or if such Guaranty would require governmental (including regulatory) or third party (other than any Loan Party or their respective Subsidiaries) consent, approval, license or authorization unless such consent, approval, license or authorization has been obtained,

any Captive Insurance Subsidiary or not-for-profit Subsidiary,

any special purpose vehicle (or similar entity) that engages in a Qualified Securitization or any Securitization Subsidiary,

any Subsidiary that is not a Material Subsidiary,

any Subsidiary with respect to which, in the reasonable judgment of the Administrative Agent and the Borrower, the burden or cost (including any adverse tax consequences) of providing the Guaranty will outweigh the benefits to be obtained by the Lenders therefrom, and

any Subsidiary that is unable to provide a Guaranty as a result of the application of the Agreed Security Principles.

“Excluded Swap Obligation” means, with respect to any Loan Party, (a) any obligation to pay or perform under any agreement, contract, or transaction that constitutes a “swap” within the meaning of Section 1a(47) of the Commodity Exchange Act (each such obligation, a “Swap Obligation”), if, and to the extent that, all or a

portion of the guarantee of such Loan Party of, or the grant by such Loan Party of a security interest to secure, such Swap Obligation (or any guarantee thereof) is or becomes illegal under the Commodity Exchange Act or any rule, regulation, or order of the Commodity Futures Trading Commission (or the application or official interpretation of any thereof) (i) by virtue of such Loan Party’s failure for any reason to constitute an “eligible contract participant” as defined in the Commodity Exchange Act and the regulations thereunder (determined after giving effect to Section 3.02 of the Guaranty and any other “keepwell, support or other agreement” for the benefit of such Loan Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act) at the time the guarantee of such Loan Party, or a grant by such Loan Party of a security interest, becomes effective with respect to such Swap Obligation, or (ii) in the case of a Swap Obligation that is subject to a clearing requirement pursuant to section 2(h) of the Commodity Exchange Act, because such Loan Party is a “financial entity,” as defined in section 2(h)(7)(C) of the Commodity Exchange Act, at the time the guarantee of (or grant of such security interest by, as applicable) such Loan Party becomes or would become effective with respect to such Swap Obligation, or (b) any other Swap Obligation designated as an “Excluded Swap Obligation” of such Loan Party as specified in any agreement between the relevant Loan Parties and hedge counterparty applicable to such Swap Obligations. If a Swap Obligation arises under a master agreement governing more than one swap, such exclusion shall apply only to the portion of such Swap Obligation that is attributable to swaps for which such guarantee or security interest becomes excluded in accordance with the first sentence of this definition.

“Excluded Taxes” means, with respect to each Agent and each Lender,

any tax imposed on (or measured by) such Agent or Lender’s net income (however denominated) and franchise tax, in each case, imposed by a jurisdiction as a result of such Agent or Lender being organized under the laws of or having its principal office or applicable Lending Office located in such jurisdiction or as a result of any other present or former connection between such Agent or Lender and the jurisdiction (including as a result of such Agent or Lender carrying on a trade or business, having a permanent establishment or being a resident for tax purposes in such jurisdiction), other than a connection arising solely from such Agent or Lender having executed, delivered, enforced, become a party to, performed its obligations under, received payments under, received or perfected a security interest under, engaged in any other transaction pursuant to, or sold or assigned an interest in, any Loan or Loan Document,

any tax imposed to the extent such Taxes are (i) a direct or indirect consequence of any Payment Recipient having the benefit of security over or relating to German real estate or (ii) imposed under or pursuant to Section 50a paragraph 7 German Income Tax Act, or (iii) imposed or withheld under or pursuant to the Defence against Tax Havens Act (Gesetz zur Abwehr von Steuervermeidung und unfairem Steuerwettbewerb und zur Änderung weiterer Gesetze) as amended from time to time due to the payment being made to a Lender which is tax resident in a so-called non-cooperative jurisdiction (nicht kooperatives Steuerhoheitsgebiet).

any branch profits tax under Section 884(a) of the Code, or any similar tax, imposed by any jurisdiction described in clause (1),

any U.S. federal tax that is withheld or required to be withheld on amounts payable to or for the account of a Lender with respect to an applicable interest in a Loan or Commitment pursuant to a Law in effect on the date such Lender (i) acquires such interest in the applicable Commitment or, if such Lender did not fund the applicable Loan pursuant to a prior Commitment, on the date such Lender acquires the applicable interest in such Loan (other than an assignment made pursuant to Section 3.07(a)), or (ii) designates a new Lending Office except, in the case of a Lender that designates a new Lending Office or is an assignee, to the extent that such Lender (or its assignor, if any) wasis entitled, immediately prior to the time of designation of a new Lending Office (or assignment), to receive additional amounts from a Loan Party with respect to such U.S. federal tax pursuant to Section 3.01,

any withholding tax attributable to such Lender’s failure to comply with Section 3.01(3),

any withholding taxes imposed under FATCA, and

any interest, additions to taxes and penalties with respect to any taxes described in clauses (1) through (6) of this definition.

“Existing Credit Agreement” has the meaning specified in the Preliminary Statements.

“Existing Term Loan Class” has the meaning specified in Section 2.16(1).

“Existing Term Loans” has the meaning specified in Section 2.01(1).

“Exit Premium” has the meaning specified in Section 2.09(2).

“Extended Term Loans” has the meaning specified in Section 2.16(1).

“Extending Lender” means an Extending Term Lender.

“Extending Term Lender” has the meaning specified in Section 2.16(3).

“Extension” means the establishment of an Extension Series by amending a Loan pursuant to Section 2.16 and the applicable Extension Amendment.

“Extension Amendment” has the meaning specified in Section 2.16(4).

“Extension Election” has the meaning specified in Section 2.16(3).

“Extension Minimum Condition” means a condition to consummating any Extension that a minimum amount (to be determined and specified in the relevant Extension Request, in the Borrower’s sole discretion) of any or all applicable Classes be submitted for Extension.

“Extension Request” means any Term Loan Extension Request.

“Extension Series” means any Term Loan Extension Series.

“Facilities” means the Amendment and Restatement Date Term Loans, the Amendment No. 2 Delayed DrawNo. 3 Term Loans, a given Class of Other Term Loans, a given Extension Series of Extended Term Loans, a given Class of Incremental Term Loans or a given Class of Replacement Loans, as the context may require, and “Facility” means any of them.

“fair market value” means, with respect to any asset or liability, the fair market value of such asset or liability as determined by the Borrower in good faith.

“FATCA” means Sections 1471 through 1474 of the Code as in effect on the ClosingAmendment No. 3 Effective Date (or any amended or successor version thereof that is substantively comparable and not materially more onerous to comply with) (and, in each case, any current or future regulations promulgated thereunder or official interpretations thereof), any applicable intergovernmental agreement entered into in respect thereof, and any provision of law or administrative guidance implementing or interpreting such provisions, including any agreements entered into pursuant to any such fiscal or regulatory legislation, rules or practices adopted pursuant to any intergovernmental agreement, treaty or convention among governmental authorities and Section 1471(b)(1) of the Code as of the ClosingAmendment No. 3 Effective Date (or any amended or successor version described above).

“FCA” has the meaning specified in Section 3.03(2).

“FCPA” has the meaning specified in Section 5.17.

“Federal Funds Rate” means, for any day, the rate calculated by the NYFRB based on such day’s federal funds transactions by depositary institutions, as determined in such manner as shall be set forth on the

NYFRB’s Website from time to time, and published on the next succeeding Business Day by the NYFRB as the effective federal funds rate; provided that if the Federal Funds Effective Rate as so determined would be less than 0.00%, such rate shall be deemed to be 0.00% for the purposes of this Agreement.

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

“Fee Letter” means the Fee Letter, dated as of the Amendment and Restatement Date, between the Administrative Agent and the Borrower.

“Financial Covenant” has the meaning specified in Section 7.12(2).

“Financial Covenant Event of Default” has the meaning specified in Section 8.01(2).

“Financial Maintenance Covenant” has the meaning specified in Section 7.12(2).

“Financial Officer” means, with respect to a Person, the chief financial officer, accounting officer, treasurer, controller or other senior financial or accounting officer of such Person, as appropriate.

“First Lien Net Leverage Ratio” means, with respect to any Test Period, the ratio of (a) Consolidated First Lien Secured Debt outstanding as of the last day of such Test Period, minus, the aggregate amount of cash and Cash Equivalents of the Borrower and its Subsidiaries on such date that (x) would not appear as “restricted” on a consolidated balance sheet of the Borrower and its Subsidiaries or (y) are restricted in favor of the Super-Priority Revolving Credit Facility and/or the Facilities (which may also secure other Indebtedness secured by a pari passu or junior Lien on the Collateral along with the Facilities) to (b) Consolidated EBITDA of the Borrower and its Subsidiaries for such Test Period, in each case on a pro forma basis with such pro forma adjustments as are appropriate and consistent with Section 1.07.

“First Lien Obligations” means the Obligations, the Super-Priority Revolving Obligations, any Permitted Euro Revolving Indebtedness and other Indebtedness that are, or purported to be, secured by the Collateral on an equal priority basis (but without regard to the control of remedies) with liens on the Collateral securing the Amendment and Restatement Date Term Loans and the Amendment No. 2 Delayed Draw3 Term Loans. For the avoidance of doubt, “First Lien Obligations” shall include the Amendment and Restatement Date Term Loans, the Amendment No. 2 Delayed DrawNo. 3 Term Loans and the Super-Priority Revolving Loans.

“Fixed Charge Coverage Ratio” means the ratio of (a) Consolidated Maintenance EBITDA to (b) the sum of, without duplication, cash Taxes, Capital Expenditures, Consolidated Interest Expense, scheduled payments of principal paid in cash and Restricted Payments paid in cash to the holders of any Preferred Stock.

“Flood Insurance Laws” means, collectively, (i) National Flood Insurance Reform Act of 1994 (which comprehensively revised the National Flood Insurance Act of 1968 and the Flood Disaster Protection Act of 1973) as now or hereafter in effect or any successor statute thereto, (ii) the Flood Insurance Reform Act of 2004 as now or hereafter in effect or any successor statute thereto and (iii) the Biggert-Waters Flood Insurance Reform Act of 2012 as now or hereafter in effect or any successor statute thereto.

“floor” means, with respect to any reference rate of interest, any fixed minimum amount specified for such rate.

“Floor” means the benchmark rate floor provided in this Agreement initially (as of the date of this Agreement, the modification, amendment or renewal of this Agreement or otherwise) with respect to the Adjusted Term SOFR Rate or Adjusted Daily Simple SOFR, as applicable. For the avoidance of doubt the initial Floor for (i) each Term Loan (other than any Amendment No. 2 Delayed Draw Term Loan) bearing interest at a rate determined by reference to the Adjusted Term SOFR Rate or Adjusted Daily Simple SOFR shall be 2.50% and (ii) each Amendment

No. 2 Delayed Draw Term Loan bearing interest at a rate determined by reference to the Adjusted Term SOFR Rate or Adjusted Daily Simple SOFR shall be 3.50%.

“Foreign Asset Sale” has the meaning specified in Section 2.05(2)(h).

“Foreign Casualty Event” has the meaning specified in Section 2.05(2)(h).

“Foreign Lender” means a Lender that is not a “United States person” within the meaning of Section 7701(a)(30) of the Code.

“Foreign Plan” means any employee benefit plan, program or agreement maintained or contributed to by, or entered into with, the Borrower or any Subsidiary of the Borrower with respect to employees employed outside the United States (other than benefit plans, programs or agreements that are mandated by applicable Laws).

“Foreign Subsidiary” means any direct or indirect Subsidiary of the Borrower that is not a Domestic Subsidiary.

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

“Funded Debt” means all Indebtedness of the Borrower and its Subsidiaries for borrowed money that matures more than one year from the date of its creation or matures within one year from such date that is renewable or extendable, at the option of such Person, to a date more than one year from such date or arises under a revolving credit or similar agreement that obligates the lender or lenders to extend credit during a period of more than one year from such date, including Indebtedness in respect of the Loans.

“GAAP” means generally accepted accounting principles in the United States of America set forth in the opinions and pronouncements of the Accounting Principles Board of the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board or in such other statements by such other entity as have been approved by a significant segment of the accounting profession, as in effect from time to time. Notwithstanding any other provision contained herein the amount of any Indebtedness under GAAP with respect to Capitalized Lease Obligations and Attributable Indebtedness shall be determined in accordance with the definition of Capitalized Lease Obligations and Attributable Indebtedness, respectively.

Notwithstanding the foregoing, if at any time any change occurs after the ClosingAmendment No. 3 Effective Date in GAAP or in the application thereof on the computation of any financial ratio or financial requirement, or compliance with any covenant, set forth in any Loan Document, and the Borrower shall so request (regardless of whether any such request is given before or after such change), the Administrative Agent, the Lenders and the Borrower will negotiate in good faith to amend (subject to the approval of the Required Lenders) such ratio, requirement or covenant to preserve the original intent thereof in light of such change in GAAP; provided further that until so amended, (a) such ratio, requirement or covenant shall continue to be computed in accordance with GAAP prior to such change therein and (b) the Borrower shall provide to the Administrative Agent and the Lenders financial statements and other documents required under this Agreement which include a reconciliation between calculations of such ratio or requirement made before and after giving effect to such change in GAAP.

“German StaRUG” means the German Act on the stabilization and restructuring framework for businesses (Gesetz über den Stabilisierungs- und Restrukturierungsrahmen für Unternehmen (Unternehmensstabilisierungs- und -restrukturierungsgesetz - StaRUG)).

“Governmental Authority” means the government of the United States or any other nation, or of any political subdivision thereof, whether state, local, or otherwise, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or

administrative powers or functions of or pertaining to government (including any supra-national bodies such as the European Union or the European Central Bank).

“Governmental Authorizations” means all permits, authorizations, certificates, waivers, concessions, exemptions, orders and other and approvals issued by or obtained from a Governmental Authority by the Borrower or any of its Subsidiaries, and in effect as of the ClosingAmendment No. 3 Effective Date.

“Granting Lender” has the meaning specified in Section 10.07(h).

“guarantee” means a guarantee (other than by endorsement of negotiable instruments for collection in the ordinary course of business or consistent with industry practice), direct or indirect, in any manner (including letters of credit and reimbursement agreements in respect thereof), of all or any part of any Indebtedness or other obligations.

“Guarantee” means, as to any Person, without duplication, (a) any obligation, contingent or otherwise, of such Person guaranteeing any Indebtedness or other monetary obligation payable or performable by another Person (the “primary obligor”) in any manner, whether directly or indirectly, and including any obligation of such Person, direct or indirect, (i) to purchase or pay (or advance or supply funds for the purchase or payment of) such Indebtedness or other monetary obligation, (ii) to purchase or lease property, securities or services for the purpose of assuring the obligee in respect of such Indebtedness or other monetary obligation of the payment or performance of such Indebtedness or other monetary obligation, (iii) to maintain working capital, equity capital or any other financial statement condition or liquidity or level of income or cash flow of the primary obligor so as to enable the primary obligor to pay such Indebtedness or other monetary obligation or (iv) entered into for the purpose of assuring in any other manner the obligee in respect of such Indebtedness or other monetary obligation of the payment or performance thereof or to protect such obligee against loss in respect thereof (in whole or in part) or (b) any Lien on any assets of such Person securing any Indebtedness or other monetary obligation of any other Person, whether or not such Indebtedness or other monetary obligation is assumed by such Person (or any right, contingent or otherwise, of any holder of such Indebtedness to obtain any such Lien); provided that the term “Guarantee” shall not include endorsements for collection or deposit, in either case in the ordinary course of business, or customary and reasonable indemnity obligations in effect on the ClosingAmendment No. 3 Effective Date or entered into in connection with the Restructuring Related Transactions or any acquisition or disposition of assets permitted under this Agreement (other than such obligations with respect to Indebtedness). The amount of any Guarantee shall be deemed to be an amount equal to the stated or determinable amount of the related primary obligation, or portion thereof, in respect of which such Guarantee is made or, if not stated or determinable, the maximum reasonably anticipated liability in respect thereof as determined by the guaranteeing Person in good faith. The term “Guarantee” as a verb has a corresponding meaning.

“Guarantor” has the meaning specified in clause (2) of the definition of “Collateral and Guarantee Requirement.” For avoidance of doubt, the Borrower may, in its sole discretion, cause any Subsidiary that is not required to be a Guarantor to Guarantee the Obligations by causing such Subsidiary to execute a joinder to the Guaranty (substantially in the form provided therein or as the Administrative Agent, the Borrower and such Guarantor may otherwise agree), and any such Subsidiary shall be a Guarantor hereunder for all purposes; provided that (i) in the case of any Subsidiary organized in a foreign jurisdiction, the Administrative Agent shall be reasonably satisfied with the jurisdiction of organization of such Subsidiary and (ii) the Administrative Agent shall have received at least two (2) Business Days prior to the effectiveness of such joinder all documentation and other information in respect of such Guarantor required under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act.

“Guaranty” means (a) the Guaranty dated as of the Closing Date, made by each Guarantor in favor of the Administrative Agent for the benefit of the Lenders, (b) each other guaranty and guaranty supplement delivered pursuant to Section 6.11 and (c) each other guaranty and guaranty supplement delivered by any Subsidiary pursuant to the second sentence of the definition of “Guarantor.”

“Hazardous Materials” means all explosive or radioactive substances or wastes, and all other substances, wastes, pollutants and contaminants and chemicals in any form, including petroleum or petroleum distillates, asbestos or asbestos-containing materials, polychlorinated biphenyls, radon gas and infectious or medical

wastes, to the extent any of the foregoing are regulated pursuant to, or can form the basis for liability under, any Environmental Law.

“Hedge Agreement” has the meaning set forth in the Super-Priority Revolving Credit Agreement.

“Hedging Obligations” has the meaning set forth in the Super-Priority Revolving Credit Agreement.

“Holdings” has the meaning specified in the introductory paragraph to this Agreement.

“Immaterial Subsidiary” means any Subsidiary of the Borrower that is not a Material Subsidiary.

“Immediate Family Members” means with respect to any individual, such individual’s child, stepchild, grandchild or more remote descendant, parent, stepparent, grandparent, spouse, former spouse, qualified domestic partner, sibling, mother-in-law, father-in-law, son-in-law and daughter-in-law (including, in each case, adoptive relationships) and any trust, partnership or other bona fide estate-planning vehicle the only beneficiaries of which are any of the foregoing individuals or any private foundation or fund that is controlled by any of the foregoing individuals or any donor-advised fund of which any such individual is the donor.

“Incremental Amendment” has the meaning specified in Section 2.14(6).

“Incremental Amounts” has the meaning specified in clause (1) of the definition of Refinancing Indebtedness.

“Incremental Commitments” has the meaning specified in Section 2.14(1).

“Incremental Facility Closing Date” has the meaning specified in Section 2.14(4).

“Incremental Lenders” has the meaning specified in Section 2.14(3).

“Incremental Loan” has the meaning specified in Section 2.14(2).

“Incremental Loan Request” has the meaning specified in Section 2.14(1).

“Indebtedness” means, with respect to any Person, without duplication:

any indebtedness (including principal and premium) of such Person, whether or not contingent:

 in respect of borrowed money;

 evidenced by bonds, notes, debentures or similar instruments or letters of credit or bankers’ acceptances (or, without duplication, reimbursement agreements in respect thereof);

 representing the deferred and unpaid balance of the purchase price of any property (including Capitalized Lease Obligations) due more than twelve months after such property is acquired, except (i) any such balance that constitutes an obligation in respect of a commercial letter of credit, a trade payable or similar obligation to a trade creditor, in each case accrued in the ordinary course of business or consistent with industry practice, (ii) any earn-out obligations until such obligation is reflected as a liability on the balance sheet (excluding any footnotes thereto) of such Person in accordance with GAAP and is not paid within 60 days after becoming due and payable and (iii) accruals for payroll and other liabilities accrued in the ordinary course of business; or

 representing the net obligations under any Hedging Obligations;

if and to the extent that any of the foregoing Indebtedness (other than obligations in respect of letters of credit and Hedging Obligations) would appear as a liability upon a balance sheet (excluding the footnotes thereto) of such Person prepared in accordance with GAAP;

to the extent not otherwise included, any obligation by such Person to be liable for, or to pay, as obligor, guarantor or otherwise, on the obligations of the type referred to in clause (1) of this definition of a third Person (whether or not such items would appear upon the balance sheet of such obligor or guarantor), other than by endorsement of negotiable instruments for collection in the ordinary course of business or consistent with industry practice; and

to the extent not otherwise included, the obligations of the type referred to in clause (1) of this definition of a third Person secured by a Lien on any asset owned by such first Person, whether or not such Indebtedness is assumed by such first Person; provided that the amount of such Indebtedness will be the lesser of (i) the fair market value of such asset at such date of determination and (ii) the amount of such Indebtedness of such other Person; provided that notwithstanding the foregoing, Indebtedness will be deemed not to include:

Contingent Obligations incurred in the ordinary course of business or consistent with industry practice,

reimbursement obligations under commercial letters of credit (provided that unreimbursed amounts under commercial letters of credit will be counted as Indebtedness three (3) Business Days after such amount is drawn),

obligations under or in respect of Qualified Securitization Facilities; provided, however, for the purposes of determining the Total Net Leverage Ratio, only amounts outstanding under any Qualified Securitization Facilities in excess of $125.0 million shall constitute Indebtedness,

accrued expenses,

deferred or prepaid revenues, and

asset retirement obligations and obligations in respect of reclamation and workers compensation (including pensions and retiree medical care);

provided further that Indebtedness will be calculated without giving effect to the effects of Accounting Standards Codification Topic No. 815, Derivatives and Hedging, and related interpretations to the extent such effects would otherwise increase or decrease an amount of Indebtedness for any purpose under this Agreement as a result of accounting for any embedded derivatives created by the terms of such Indebtedness.

“Indemnified Liabilities” has the meaning specified in Section 10.05.

“Indemnitees” has the meaning specified in Section 10.05.

“Information” has the meaning specified in Section 10.09.

“Initial Draw” has the meaning specified in the Preliminary Statements.

“Intellectual Property Security Agreements” has the meaning specified in the Security Agreement.

“Intercompany Note” means the Amended and Restated Intercompany Note, dated as of the ClosingAmendment No. 3 Effective Date, executed by the BorrowerHoldings and each Subsidiary of the BorrowerHoldings party thereto.

“Intercreditor Agreement” means any Equal Priority Intercreditor Agreement(s), Junior Lien Intercreditor Agreement(s) or Junior Lien Equal Priority Intercreditor Agreement that may be executed from time to time.

“Interest Coverage Ratio” means, with respect to any Test Period, the ratio of (a) Consolidated EBITDA of the Borrower and its Subsidiaries for such Test Period to (b) (i) Consolidated Interest Expense or (ii) solely for the purposes of determining the Interest Coverage Ratio in connection with Indebtedness permitted to be incurred pursuant to Section 7.02, the proceeds of which are substantially concurrently used by the Borrower to redeem or exchange for any outstanding Preferred Stock, Consolidated Cash Interest Expense, in each case, of the Borrower and its Subsidiaries for such Test Period, in each case on a pro forma basis with such pro forma adjustments as are appropriate and consistent with Section 1.07.

“Interest Payment Date” means, (a) as to any Loan of any Class other than a Base Rate Loan, the last day of each Interest Period applicable to such Loan and the applicable Maturity Date of the Loans of such Class; provided that if any Interest Period for a Term Benchmark Loan exceeds three months, the respective dates that fall every three months after the beginning of such Interest Period shall also be Interest Payment Dates; and (b) as to any Base Rate Loan of any Class, the last Business Day of each March, June, September and December and the applicable Maturity Date of the Loans of such Class.

“Interest Period” means, as to each Term Benchmark Loan, the period commencing on the date such Term Benchmark Loan is disbursed or converted to or continued as a Term Benchmark Loan and ending on the date one, three or six months thereafter, as selected by the Borrower in its Committed Loan Notice; provided that:

any Interest Period that would otherwise end on a day that is not a Business Day shall be extended to the next succeeding Business Day unless such Business Day falls in another calendar month, in which case such Interest Period shall end on the immediately preceding Business Day;

any Interest Period that begins on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the calendar month at the end of such Interest Period) shall end on the last Business Day of the calendar month at the end of such Interest Period;

no Interest Period shall extend beyond the applicable Maturity Date for the Class of Loans of which such Term Benchmark Loan is a part; and

no tenor that has been removed from this definition pursuant to Section 3.03(5) shall be available for specification in such Committed Loan Notice.

“Investment Agreement” means, collectively, (i) the Investment Agreement between TPG Growth III Sidewall, L.P. and the Borrower dated as of March 22, 2017, and (ii) the Certificate of Designations as defined and referred to therein, in each case, as amended, restated or otherwise modified from time to time in a manner not materially adverse to the Administrative Agent and the Lenders.

“Investment Grade Rating” means a rating equal to or higher than Baa3 (or the equivalent) by Moody’s or BBB- (or the equivalent) by S&P, or an equivalent rating by any other Rating Agency selected by the Borrower.

“Investment Grade Securities” means:

securities issued or directly and fully guaranteed or insured by the United States government or any agency or instrumentality thereof (other than Cash Equivalents);

debt securities or debt instruments with an Investment Grade Rating, but excluding any debt securities or debt instruments constituting loans or advances among the BorrowerHoldings and its Subsidiaries;

investments in any fund that invests substantially all of its assets in investments of the type described in clauses (1) and (2) of this definition which fund may also hold immaterial amounts of cash pending investment or distribution; and

corresponding instruments in countries other than the United States customarily utilized for high quality investments.

“Investments” means, with respect to any Person, all investments by such Person in other Persons (including Affiliates) in the form of loans (including guarantees), advances or capital contributions (excluding accounts receivable, credit card and debit card receivables, trade credit, advances to customers, commission, travel and similar advances to employees, directors, officers, members of management, consultants and independent contractors, in each case made in the ordinary course of business or consistent with industry practice), purchases or other acquisitions for consideration of Indebtedness, Equity Interests or other securities issued by any other Person.

The amount of any Investment outstanding at any time will be the original cost of such Investment, reduced by any dividend, distribution, interest payment, return of capital, repayment or other amount received in cash by the Borrower or a Subsidiary in respect of such Investment.

“Investor” means TPG Capital, L.P. and any of itseach of Oaktree, Eldridge, TCW, Blue Torch, Arini and any of their Affiliates and/or any funds or partnership managed or advised by any of TPG Capital, L.P.such entity or any of its Affiliates but not including, however, any portfolio company of any of the foregoing and any of its permitted assignees under the Investment Agreement.

“Invoice Restrictions” has the meaning set forth in the Monthly Factoring Report.

“IP Rights” has the meaning specified in Section 5.15.

“IRS” means Internal Revenue Service of the United States.

“Junior Debt Condition” means, as of any date of determination, that (a) the Secured Net Leverage Ratio for the Test Period most recently ended, on a pro forma basis, does not exceed 2.00 to 1.00 and (b) the aggregate principal amount of all outstanding Secured Indebtedness would not be greater than $350 million.

“Junior Lien Debt” has the meaning specified in clause (39) of the definition of Permitted Liens.

“Junior Lien Equal Priority Intercreditor Agreement” means, to the extent executed in connection with the incurrence of Indebtedness secured by Liens on the Collateral which are intended to rank junior in priority to the Liens on the Collateral securing the First Lien Obligations under this Agreement and junior or equal in priority to Liens on the Collateral securing Junior Lien Debt, a customary intercreditor agreement in form and substance reasonably acceptable to the Administrative Agent and the Borrower acting together in good faith, which agreement shall provide that the Liens on the Collateral securing such Indebtedness shall rank equal in priority or junior to the Liens on the Collateral securing Junior Lien Debt permitted under this Agreement and shall rank junior in priority to the Liens on the Collateral securing First Lien Obligations under this Agreement, in each case, with such modifications thereto as the Administrative Agent (acting at the direction of the Supermajority Lenders) and the Borrower may agree.

“Junior Lien Intercreditor Agreement” means, to the extent executed in connection with the incurrence of Indebtedness secured by Liens on the Collateral which are intended to rank junior in priority to the Liens on the Collateral securing the First Lien Obligations under this Agreement, at the option of the Borrower and the Administrative Agent acting together in good faith, either (a) an intercreditor agreement substantially in the form of Exhibit G-2 or (b) a customary intercreditor agreement in form and substance reasonably acceptable to the Administrative Agent and the Borrower, which agreement shall provide that the Liens on the Collateral securing such Indebtedness shall rank junior to the Lien on the Collateral securing the First Lien Obligations under this Agreement, in each case with such modifications thereto as the Administrative Agent (acting at the direction of the Supermajority Lenders) and the Borrower may agree.

“Latest Maturity Date” means, at any date of determination, the latest maturity or expiration date applicable to any Loan or Commitment hereunder at such time, including the latest maturity or expiration date of any Incremental Loan, any Other Loan, any Replacement Loan or any Extended Term Loan, in each case as extended in accordance with this Agreement from time to time.

“Laws” means, collectively, all international, foreign, federal, state and local laws (including common law), statutes, treaties, rules, guidelines, regulations, ordinances, codes and administrative or judicial precedents or authorities and executive orders, including the interpretation or administration thereof by any Governmental Authority charged with the enforcement, interpretation or administration thereof, and all applicable administrative orders, directed duties, requests, licenses, authorizations and permits of, and agreements with, any Governmental Authority.

“Legal Holiday” means Saturday, Sunday or a day on which commercial banking institutions are not required to be open in the State of New York or at the place of payment.

“Lender” has the meaning specified in the introductory paragraph to this Agreement and, as context requires (including for purposes of the definition of “Secured Parties”), each of which is referred to herein as a “Lender.” For the avoidance of doubt, each Additional Lender is a Lender to the extent any such Person has executed and delivered a Refinancing Amendment, an Incremental Amendment or an amendment in respect of Replacement Loans, as the case may be, and to the extent such Refinancing Amendment, Incremental Amendment or amendment in respect of Replacement Loans shall have become effective in accordance with the terms hereof and thereof, and each Extending Lender shall continue to be a Lender. As of the Amendment and RestatementNo. 3 Effective Date, Schedule 2.01 sets forth the name of each Lender. Notwithstanding the foregoing, no Disqualified Institution that purports to become a Lender hereunder (notwithstanding the provisions of this Agreement that prohibit Disqualified Institutions from becoming Lenders) without the Borrower’s written consent shall be entitled to any of the rights or privileges enjoyed by the other Lenders with respect to voting, information and lender meetings; provided that the Loans of any such Disqualified Institution shall not be excluded for purposes of making a determination of Required Lenders or Supermajority Lenders if the action in question affects such Disqualified Institution in a disproportionately adverse manner than its effect on the other Lenders; provided, further, that if any assignment or participation is made to any Disqualified Institution without the Borrower’s prior written consent in violation of clause (v) of Section 10.07(b) the Borrower may, at its sole expense and effort, upon notice to the applicable Disqualified Institution and the Administrative Agent, (A) in the case of outstanding Term Loans held by Disqualified Institutions, purchase or prepay such Term Loan by paying the lesser of (x) the principal amount thereof and (y) the amount that such Disqualified Institution paid to acquire such Term Loans, in each case plus accrued interest, accrued fees and all other amounts (other than principal amounts) payable to it hereunder and/or (B) require such Disqualified Institution to assign, without recourse (in accordance with and subject to the restrictions contained in Section 10.07), all of its interest, rights and obligations under this Agreement to one or more Eligible Assignees at the lesser of (x) the principal amount thereof and (y) the amount that such Disqualified Institution paid to acquire such interests, rights and obligations, in each case plus accrued interest, accrued fees and all other amounts (other than principal amounts) payable to it hereunder.

“Lender-Related Distress Event” means, with respect to any Lender or any direct or indirect parent company of such Lender (each, a “Distressed Person”), (a) that such Distressed Person is or becomes subject to a voluntary or involuntary case under any Debtor Relief Law, (b) a custodian, conservator, receiver, or similar official is appointed for such Distressed Person or any substantial part of such Distressed Person’s assets, (c) such Distressed Person is subject to a forced liquidation, makes a general assignment for the benefit of creditors or is otherwise adjudicated as, or determined by any Governmental Authority having regulatory authority over such Distressed Person or its assets to be, insolvent or bankrupt or (d) that such Distressed Person becomes the subject of a Bail-in Action; provided that a Lender-Related Distress Event shall not be deemed to have occurred solely by virtue of the ownership or acquisition of any Equity Interests in any Lender or any direct or indirect parent company of a Lender by a Governmental Authority or an instrumentality thereof so long as such ownership interest does not result in or provide such Lender with immunity from the jurisdiction of courts within the United States or from the enforcement of judgments or writs of attachment on its assets or permit such Lender (or such Governmental Authority or instrumentality) to reject, repudiate, disavow or disaffirm any contracts or agreements made with such Lender.

“Lending Office” means, as to any Lender, the office or offices of such Lender described as such in such Lender’s Administrative Questionnaire, or such other office or offices as a Lender may from time to time notify the Borrower and the Administrative Agent.

“Lien” means, with respect to any asset, any mortgage, lien (statutory or otherwise), pledge, hypothecation, land charge, charge, assignment or transfer for security purposes, security interest or encumbrance of any kind in respect of such asset, whether or not filed, recorded or otherwise perfected under applicable law, including any conditional sale or other (extended) title retention agreement, any lease in the nature thereof, any option or other agreement to sell or give a security interest in and any filing of or agreement to give any financing statement under the Uniform Commercial Code (or equivalent statutes) of any jurisdiction; provided that in no event will an operating lease be deemed to constitute a Lien.

“Limited Condition Transactions” means any (1) Permitted Acquisition or other investment permitted hereunder by the Borrower or one or more of its Subsidiaries whose consummation is not conditioned on the availability of, or on obtaining, third-party financing and (2) any redemption, repurchase, defeasance, satisfaction and discharge or repayment of Indebtedness requiring irrevocable notice in advance of such redemption, repurchase, defeasance, satisfaction and discharge or repayment.

“Liquidity” means, as of any date of determination, (a) the sum as of such date of (x) the aggregate amount of the commitments under the Super-Priority Revolving Credit Facility (including the aggregate revolving commitments with respect to any Permitted Euro Revolving Indebtedness) (or any Refinancing Indebtedness in respect thereof) minus (y) the aggregate principal amount of the outstanding revolving loans under the Super-Priority Revolving Credit Facility and any outstanding revolving loans in respect of any Permitted Euro Revolving Indebtedness (or any Refinancing Indebtedness in respect thereof) and, in each case, the face amount of any letters of credit issued thereunder (less any reimbursed amounts), plus (b) unrestricted cash and Cash Equivalents of the Borrower and its Subsidiaries.

“Loan” means an extension of credit under Article II by a Lender to the Borrower in the form of a Term Loan.

“Loan Documents” means, collectively, (a) this Agreement, (b) the Notes, (c) any Refinancing Amendment, Incremental Amendment, Extension Amendment or amendment in respect of Replacement Loans, (d) Amendment No. 23, (e) the Guaranty, (f) the Collateral Documents, and (g) the Intercreditor Agreements.

“Loan Increase” means a Term Loan Increase.

“Loan Parties” means, collectively, (a) the Borrower and (b) each Guarantor.

“Maintenance Liquidity” means , as of any date of determination, (a) the sum as of such date of (x) the aggregate amount of the commitments under the Super-Priority Revolving Credit Facility (including the aggregate revolving commitments with respect to any Permitted Euro Revolving Indebtedness) (or any Refinancing Indebtedness in respect thereof) minus (y) the aggregate principal amount of the outstanding revolving loans under the Super-Priority Revolving Credit Facility and any outstanding revolving loans in respect of any Permitted Euro Revolving Indebtedness (or any Refinancing Indebtedness in respect thereof) and, in each case, the face amount of any letters of credit issued thereunder (less any reimbursed amounts) plus (b) the “Adjustment to Liquidity” as set forth in the most recently delivered Monthly Factoring Report plus (c) unrestricted cash and Cash Equivalents of the Borrower and its Subsidiaries.

“Make-Whole Amount” means as of any date of determination (i) 2.00% of the outstanding principal amount of the Term Loan so prepaid, plus (ii), the present value of all remaining scheduled interest payments which would have otherwise been payable and due on such Loans from such date and through the firstfifth anniversary of the Amendment and RestatementNo. 3 Effective Date (excluding accrued but unpaid interest to, but not including, the prepayment date, which accrued but unpaid interest shall be paid in kind and capitalized to the principal balance of the Amendment No. 3 Term Loans), computed using a discount rate equal to the Treasury Rate (determined as of the Business Day prior to such date of prepayment) plus 0.50%; provided that the Make-Whole Amount shall only be

payable with respect to any prepayment of the Term Loan occurring prior to the firstfifth anniversary of the Amendment and RestatementNo. 3 Effective Date.

“Margin Stock” has the meaning set forth in Regulation U of the Board of Governors of the United States Federal Reserve System, or any successor thereto.

“Material Adverse Effect” means any event, circumstance or condition that has had a materially adverse effect on (a) the business, operations, assets or financial condition of the Borrower and its Subsidiaries, taken as a whole, (b) the ability of the Loan Parties (taken as a whole) to perform their payment obligations under the Loan Documents or (c) the rights and remedies of the Lenders, the Collateral Agent or the Administrative Agent under the Loan Documents.

“Material Asset” means any intellectual property or other asset of the Borrower and its Subsidiaries that is included in the Collateral and is material to the business of the Borrower and its Subsidiaries (taken as a whole), as determined by the Borrower in good faith.

“Material Real Property” means any fee-owned real property owned by any Loan Party with a fair market value in excess of $10.0 million, on the ClosingAmendment No. 3 Effective Date (if owned by a Loan Party on the ClosingAmendment No. 3 Effective Date) or at the time of acquisition (if acquired by a Loan Party after the ClosingAmendment No. 3 Effective Date); provided that for the avoidance of doubt, Material Real Property will not include any Excluded Assets (excluding for this purpose clause (i) of the definition of “Excluded Assets”).

“Material Subsidiary” means, as of the ClosingAmendment No. 3 Effective Date and thereafter at any date of determination, each Subsidiary of the Borrower (a) whose Total Assets at the last day of the most recent Test Period (when taken together with the Total Assets of the Subsidiaries of such Subsidiary at the last day of the most recent Test Period) were equal to or greater than 5.0% of Total Assets of the BorrowerHoldings and the Subsidiaries at such date or (b) whose gross revenues for such Test Period (when taken together with the gross revenues of the Subsidiaries of such Subsidiary for such Test Period) were equal to or greater than 5.0% of the consolidated gross revenues of the BorrowerHoldings and the Subsidiaries for such Test Period, in each case determined in accordance with GAAP; provided that if at any time and from time to time after the date which is 30 days after the ClosingAmendment No. 3 Effective Date (or such longer period as the Administrative Agent may agree in its reasonable discretion), Subsidiaries that are not Guarantors solely because they do not meet the thresholds set forth in the preceding clause (a) or (b) when combined with Subsidiaries the equity interests of which are Excluded Assets solely because they do not meet the thresholds set forth in the preceding clause (a) or (b) comprise in the aggregate more than (when taken together with the Total Assets of the Subsidiaries of such Subsidiaries at the last day of the most recent Test Period) 7.5% of Total Assets of the BorrowerHoldings and the Subsidiaries as of the last day of the most recent Test Period or more than (when taken together with the gross revenues of the Subsidiaries of such Subsidiaries for such Test Period) 7.5% of the consolidated gross revenues of the BorrowerHoldings and the Subsidiaries for such Test Period, then the Borrower shall, not later than sixty (60) days after the date by which financial statements for such Test Period were required to be delivered pursuant to this Agreement (or such longer period as the Administrative Agent may agree in its reasonable discretion), (i) designate in writing to the Administrative Agent one or more Subsidiaries as “Material Subsidiaries” to the extent required such that the foregoing condition ceases to be true and (ii) comply with the provisions of Section 6.11 with respect to any such Subsidiaries (to the extent applicable). At all times prior to the delivery of the aforementioned financial statements, such determinations shall be made by the Borrower in good faith based on the financial statements most recently delivered to the Administrative Agent in accordance with Section 4.01(2) and Section 6.01(1).

“Maturity Date” means (i) with respect to the Amendment and Restatement DateNo. 3 Term Loans, the sixthfifth anniversary of the ClosingAmendment No. 3 Effective Date (the “Original Term Loan Maturity Date”), (ii) with respect to the Amendment No. 2 Delayed Draw Term Loans, the first anniversary of the Amendment No. 2 Effective Date, (iii) with respect to any Other Term Loans, the final maturity date as specified in the applicable Refinancing Amendment, (iviii) with respect to any Class of Replacement Loans, the final maturity date as specified in the applicable amendment to this Agreement in respect of such Replacement Loans and (viv) with respect to any Incremental Loans, the final maturity date as specified in the applicable Incremental Amendment; provided, in each case, that if such day is not a Business Day, the applicable Maturity Date shall be the Business Day immediately succeeding such day.

“Maximum Rate” has the meaning specified in Section 10.11.

“Merger Agreement” means that certain Agreement and Plan of Merger or other agreement or arrangement for an acquisition (via merger, stock purchase, consolidation, purchase of assets or otherwise) of the Borrower that is entered into by and among the Borrower and a buyer that is formed by the Administrative Agent and certain Lenders or affiliates of the Administrative Agent and certain Lenders.

“Mexican Pesos” means the lawful currency of Mexico.

“Mexico” means the United Mexican States.

“Mexican Subsidiaries” means any direct or indirect Subsidiary of the Borrower that is incorporated or organized under the laws of Mexico.

“Mexico” means the United Mexican States.

“MFN Provision” has the meaning specified in Section 2.14(5)(b).

“Milestones” has the meaning specified in Section 6.17.

“Monthly Factoring Report” means a report substantially in the form of Exhibit E or any other form approved by the Administrative Agent.

“Moody’s” means Moody’s Ratings and any successor to its rating agency business.

“Mortgage Policies” has the meaning specified in Section 6.11(2)(b)(ii).

“Mortgaged Properties” has the meaning specified in paragraph (5) of the definition of “Collateral and Guarantee Requirement.”

“Mortgages” means collectively, the deeds of trust, trust deeds, hypothecs, deeds to secure debt and mortgages made by the Loan Parties in favor or for the benefit of the Collateral Agent for the benefit of the Secured Parties in form and substance reasonably satisfactory to the Collateral Agent, including such modifications as may be required by local laws, pursuant to Section 6.13(2) and any other deeds of trust, trust deeds, hypothecs, deeds to secure debt or mortgages executed and delivered pursuant to Section 6.11.

“Multiemployer Plan” means any multiemployer plan as defined in Section 4001(a)(3) of ERISA and subject to Title IV of ERISA, to which any Loan Party or any of their respective ERISA Affiliates makes or is obligated to make contributions, or during the preceding five plan years, has made or been obligated to make contributions.

“Net Income” means, with respect to any Person, the net income (loss) of such Person, determined in accordance with GAAP and before any reduction in respect of Preferred Stock dividends.

“Net Proceeds” means:

with respect to any Asset Sale or any Casualty Event, the aggregate cash and Cash Equivalents received by the Borrower or any Guarantor in respect of any Asset Sale or Casualty Event, net of the costs relating to such Asset Sale or Casualty Event, including legal, accounting and investment banking fees, payments made in order to obtain a necessary consent or required by applicable Law, brokerage and sales commissions, title insurance premiums, related search and recording charges, survey costs and mortgage recording tax paid in connection therewith, all dividends, distributions or other payments required to be made to minority interest holders in Guarantors as a result of any such Asset Sale or Casualty Event by a Guarantor, the amount of any purchase price or similar adjustment claimed by any Person to be owed by the Borrower or any Guarantor, until such time as such claim will have been settled or otherwise finally resolved, or paid or payable by the Borrower or any Guarantor, in either case in respect of such Asset Sale or Casualty Event,

any relocation expenses incurred as a result thereof, costs and expenses in connection with unwinding any Hedging Obligation in connection therewith, other fees and expenses, including title and recordation expenses, taxes paid or payable as a result thereof or any transactions occurring or deemed to occur to effectuate a payment under this Agreement, amounts required to be applied to the repayment of principal, premium, if any, and interest on Indebtedness (other than the First Lien Obligations and Indebtedness secured by Liens that are expressly subordinated to the Liens securing the Obligations) secured by a Lien on such assets and required to be paid as a result of such transaction and any deduction of appropriate amounts to be provided by the Borrower or any Guarantor as a reserve in accordance with GAAP against any liabilities associated with the asset disposed of in such transaction and retained by the Borrower or any Guarantor after such sale or other disposition thereof, including pension and other post-employment benefit liabilities and liabilities related to environmental matters or against any indemnification obligations associated with such transaction; and

with respect to the incurrence or issuance of any Indebtedness by the BorrowerHoldings or any Subsidiary, any Permitted Equity Issuance by the BorrowerHoldings or any contribution to the common equity capital of the BorrowerHoldings, the excess, if any, of (i) the sum of the cash and Cash Equivalents received in connection with such incurrence or issuance over (ii) all taxes paid or reasonably estimated to be payable, and all fees (including investment banking fees, attorneys’ fees, accountants’ fees, underwriting fees and discounts), commissions, costs and other out-of-pocket expenses and other customary expenses incurred, in each case by the BorrowerHoldings or such Subsidiary in connection with such incurrence or issuance.

“New Money Term Loans” shall have the meaning provided in the definition of Amendment No. 3 Term Loans.

“Non-Consenting Lender” has the meaning specified in Section 3.07.

“Non-Defaulting Lender” means, at any time, a Lender that is not a Defaulting Lender.

“Non-Excluded Taxes” means all Taxes, other than Excluded Taxes, imposed on or with respect to any payment made by or on account of any obligation of any Loan Party under any Loan Document.

“Non-Recourse Indebtedness” means Indebtedness that is non-recourse to the Borrower and the Guarantors.

“Note” means a Term Note.

“Notice of Intent to Cure” has the meaning specified in Section 8.04.

“NYFRB” means the Federal Reserve Bank of New York.

“NYFRB’s Website” means the website of the NYFRB at http://www.newyorkfed.org, or any successor source.

“NYFRB Rate” means, for any day, the greater of (a) the Federal Funds Effective Rate in effect on such day and (b) the Overnight Bank Funding Rate in effect on such day (or for any day that is not a Business Day, for the immediately preceding Business Day); provided that if none of such rates are published for any day that is a Business Day, the term “NYFRB Rate” means the rate for a federal funds transaction quoted at 11:00 a.m. on such day received by the Administrative Agent from a federal funds broker of recognized standing selected by it; provided, further, that if any of the aforesaid rates as so determined be less than the Floor, such rate shall be deemed to be the Floor for purposes of this Agreement.

“Oaktree” means certain funds and accounts managed by Oaktree Capital Management, L.P. and the entities owned by such funds and accounts that are as of any date of determination Lenders hereunder pursuant to the terms herein.

“Obligations” means all advances to, and debts, liabilities, obligations, covenants and duties of, any Loan Party arising under any Loan Document (including Erroneous Payment Subrogation Rights), whether direct or indirect (including those acquired by assumption), absolute or contingent, due or to become due, now existing or hereafter arising and including interest, fees, premiums (including the Payment Premium and Exit Premium and Make-Whole Amount) and other amounts that accrue after the commencement by or against any Loan Party of any proceeding under any Debtor Relief Laws naming such Person as the debtor in such proceeding, regardless of whether such interest, fees, premiums, and other amounts are allowed claims in such proceeding.

Without limiting the generality of the foregoing, the Obligations of the Loan Parties under the Loan Documents (and any of their Subsidiaries to the extent they have obligations under the Loan Documents) include the obligation (including guarantee obligations) to pay principal, interest, reimbursement obligations, charges, expenses, fees, Attorney Costs, indemnities and other amounts payable by any Loan Party under any Loan Document.

“OFAC” has the meaning specified in Section 5.17.

“Officer’s Certificate” means a certificate signed on behalf of a Person by a Responsible Officer of such Person.

“OID” means original issue discount.

“Opinion of Counsel” means a written opinion from legal counsel who is reasonably acceptable to the Administrative Agent. Counsel may be an employee of or counsel to the Borrower or the Administrative Agent.

“ordinary course of business” means activity conducted in the ordinary course of business of the Borrower and any Subsidiary.

“Organizational Documents” means

with respect to any corporation, the certificate or articles of incorporation and the bylaws (or equivalent or comparable constitutive documents with respect to any non-U.S. jurisdiction);

with respect to any limited liability company, the certificate or articles of formation or organization and operating agreement;

with respect to any partnership, joint venture, trust or other form of business entity, the partnership, joint venture or other applicable agreement of formation or organization and any agreement, instrument, filing or notice with respect thereto filed in connection with its formation or organization with the applicable Governmental Authority in the jurisdiction of its formation or organization and, if applicable, any certificate or articles of formation or organization of such entity;

with respect to any Loan Party incorporated in the Netherlands, an up-to-date extract of the chamber of commerce;

with respect to any Loan Party incorporated in Germany, up-to-date commercial register extract (Handelsregisterauszug) from the commercial register (Handelsregister), the articles of association (Satzung), the list of shareholders (Gesellschafterliste) (if applicable) and the by-laws (if any); and

with respect to any Loan Party incorporated in Mexico, means a copy of the articles of incorporation (acta constitutiva) and current by-laws (estatutos sociales vigentes).

“Original Credit Agreement” has the meaning specified in the Preliminary Statements.

“Original Term Loan Maturity Date” has the meaning specified in the definition of “Maturity Date.”

“Other Applicable ECF” means Excess Cash Flow or a comparable measure as determined in accordance with the documentation governing Other Applicable Indebtedness.

“Other Applicable Indebtedness” means Indebtedness secured on a pari passu basis with the Obligations, together with Refinancing Indebtedness in respect of any of the foregoing that is secured on a pari passu basis with the Obligations.

“Other Commitments” means Other Term Loan Commitments.

“Other Loans” means one or more Classes of Other Term Loans that result from a Refinancing Amendment.

“Other Applicable Net Proceeds” means Net Proceeds or a comparable measure as determined in accordance with the documentation governing Other Applicable Indebtedness.

“Other Commitments” means Other Term Loan Commitments.

“Other Loans” means one or more Classes of Other Term Loans that result from a Refinancing Amendment.

“Other Taxes” means all present or future stamp or documentary Taxes, intangible, recording, filing, excise (that is not based on net income), property or similar Taxes arising from any payment made under, from the execution, delivery, performance, enforcement or registration of, from the receipt or perfection of a security interest under, or otherwise with respect to, any Loan Document, except any Taxes that are imposed with respect to an assignment (other than an assignment made pursuant to Section 3.07(a)).

“Other Term Loan Commitments” means one or more Classes of Term Loan commitments hereunder that result from a Refinancing Amendment.

“Other Term Loans” means one or more Classes of Term Loans that result from a Refinancing Amendment.

“Outstanding Amount” means with respect to the Term Loans on any date, the outstanding principal amount thereof after giving effect to any borrowings and prepayments or repayments of Term Loans occurring on such date.

“Overnight Rate” means, for any day, the greater of (a) the Federal Funds Rate and (b) an overnight rate determined by the Administrative Agent, as applicable, in accordance with banking industry rules on interbank compensation.

“Overnight Bank Funding Rate” means, for any day, the rate comprised of both overnight federal funds and overnight eurodollar transactions denominated in Dollars by U.S.-managed banking offices of depository institutions, as such composite rate shall be determined by the NYFRB as set forth on the NYFRB’s Website from time to time, and published on the next succeeding Business Day by the NYFRB as an overnight bank funding rate.

“Pari Passu Lien Debt” has the meaning specified in clause (39) of the definition of “Permitted Liens.”

“Participant” has the meaning specified in Section 10.07(d).

“Participant Register” has the meaning specified in Section 10.07(e).

“Participating Dividends” has the meaning specified in the Investment Agreement.

“Participating Member State” shall mean each state as described in any EMU Legislation.

“Payment Premium” means a premium in an amount equal to (a) with respect to any prepayment of the Term Loans occurring prior to the first anniversary of the Amendment and Restatement Date, the Make-Whole Amount, (b) with respect to any prepayment of the Term Loans occurring on or after the first anniversary of the Amendment and Restatement Date but on or prior to the second anniversary of the Amendment and Restatement Date, 2.00% of the outstanding principal amount of the Term Loans so prepaid, (c) with respect to any prepayment of the Term Loans occurring on or after the second anniversary of the Amendment and Restatement Date but on or prior to the third anniversary of the Amendment and Restatement Date, 1.00% of the outstanding principal amount of the Term Loans so prepaid, and (d) thereafter, 0.0%.

“Payment Recipient” has the meaning assigned to it in Section 9.10(1).

“PBGC” means the Pension Benefit Guaranty Corporation.

“Pension Plan” means any “employee pension benefit plan” (as such term is defined in Section 3(2) of ERISA), other than a Multiemployer Plan, that is subject to Title IV of ERISA and is sponsored or maintained by any Loan Party or any of their respective ERISA Affiliates or to which any Loan Party or any of their respective ERISA Affiliates contributes or has an obligation to contribute, or in the case of a multiple employer or other plan described in Section 4064(a) of ERISA, has made contributions at any time in the preceding five plan years.

“Perfection Certificate” has the meaning specified in the Security Agreement.

“Permitted Acquisition” has the meaning specified in clause (3) of the definition of “Permitted Investments.”

“Permitted Asset Swap” means the substantially concurrent purchase and sale or exchange of Related Business Assets or a combination of Related Business Assets and cash or Cash Equivalents between the Borrower or any Subsidiary of the Borrower and another Person; provided that any cash or Cash Equivalents received in connection with a Permitted Asset Swap that constitutes an Asset Sale must be applied in accordance with Section 2.05(2)(b)(i).

“Permitted Equity Issuance” means any sale or issuance of any Qualified Equity Interests of the BorrowerHoldings.

“Permitted Euro Revolving Indebtedness” has the meaning set forth in the Super-Priority Revolving Credit Agreement.

“Permitted Holder” means any of the Investors.

“Permitted Indebtedness” means Indebtedness permitted to be incurred in accordance with Section 7.02.

“Permitted Investments” means:

any Investment in the Borrower or any Guarantor (other than Holdings);

any Investment(s) in Cash Equivalents or Investment Grade Securities and Investments that were Cash Equivalents or Investment Grade Securities when made;

 any Investment by the Borrower or any Guarantor (other than Holdings) in any Person that is engaged (directly or through entities that will be Subsidiaries) in a Similar Business, or in a business unit, line of business or division of such Person, if as a result of such Investment (i) such Person becomes a

Guarantor or (ii) such Person, in one transaction or a series of related transactions, is amalgamated, merged or consolidated with or into, or transfers or conveys substantially all of its assets or assets constituting a business unit, a line of business or a division of such Person, to, or is liquidated into, the Borrower or a Guarantor (a “Permitted Acquisition”); provided that immediately after giving pro forma effect to any such Investment, no Event of Default will have occurred and be continuing; and

 any Investment held by such Person described in the preceding clause (a); provided that such Investment was not acquired by such Person in contemplation of such acquisition, merger, amalgamation, consolidation, transfer or conveyance;

any Investment in securities or other assets not constituting Cash Equivalents or Investment Grade Securities and received in connection with an Asset Sale made in accordance with Section 7.04 or any other disposition of assets not constituting an Asset Sale;

any Investment existing on the ClosingAmendment No. 3 Effective Date or made pursuant to binding commitments in effect on the ClosingAmendment No. 3 Effective Date, in each of the foregoing cases with respect to any such Investment or binding commitment in effect on the ClosingAmendment No. 3 Effective Date in excess of $5.0 million, as set forth on Schedule 7.05, or an Investment consisting of any extension, modification, replacement, renewal or reinvestment of any Investment or binding commitment existing on the ClosingAmendment No. 3 Effective Date; provided that the amount of any such Investment or binding commitment may be increased only (a) as required by the terms of such Investment or binding commitment as in existence on the ClosingAmendment No. 3 Effective Date (including as a result of the accrual or accretion of interest or original issue discount or the issuance of pay-in-kind securities) or (b) as otherwise permitted hereunder;

any Investment acquired by the Borrower or any of its Subsidiaries:

 in exchange for any other Investment, accounts receivable or indorsements for collection or deposit held by the Borrower or any of its Subsidiaries in connection with or as a result of a bankruptcy, workout, reorganization or recapitalization of, or settlement of delinquent accounts and disputes with or judgments against, the issuer of such other Investment or accounts receivable (including any trade creditor or customer);

 in satisfaction of judgments against other Persons;

 as a result of a foreclosure by the Borrower or any of its Subsidiaries with respect to any secured Investment or other transfer of title with respect to any secured Investment in default; or

 as a result of the settlement, compromise or resolution of (i) litigation, arbitration or other disputes or (ii) obligations of trade creditors or customers that were incurred in the ordinary course of business or consistent with industry practice of the Borrower or of its Subsidiaries, including pursuant to any plan of reorganization or similar arrangement upon the bankruptcy or insolvency of any trade creditor or customer;

Hedging Obligations permitted under Section 7.02(b)(10);

[reserved];

(a) guarantees of Indebtedness permitted under Section 7.02, performance guarantees and Contingent Obligations incurred in the ordinary course of business or consistent with industry practice, and (b) the creation of Liens on the assets of the Borrower or any of its Subsidiaries in compliance with Section 7.01;

any transaction to the extent it constitutes an Investment that is permitted by and made in accordance with the provisions of Section 7.07(b) (except transactions described in clauses (2), (5), (6), (7), (9), (10), (14), or (25) of such Section);

Investments consisting of purchases and acquisitions of inventory, supplies, material, services, equipment or similar assets or the licensing or contribution of intellectual property pursuant to joint marketing arrangements with other Persons;

Investments, taken together with all other Investments made pursuant to this clause (13) that are at that time outstanding, not to exceed (as of the date such Investment is made) $25.0 million (calculated on a pro forma basis); provided that, Investments made pursuant to this clause (13) shall not exceed $10.0 million in the aggregate per fiscal year, with unused amounts in each fiscal year being carried forward to each succeeding fiscal year; provided further, that, for the avoidance of doubt, Investments made pursuant to this clause (13) shall not exceed $25.0 million in the aggregate during the term of this Agreement;

Investments in or relating to a Securitization Subsidiary that, in the good faith determination of the Borrower, are necessary or advisable to effect any Qualified Securitization Facility permitted under this Agreement (including distributions or payments of Securitization Fees) or any repurchase obligation in connection therewith (including the contribution or lending of Cash Equivalents to Subsidiaries to finance the purchase of such assets from the Borrower or any of its Subsidiaries or to otherwise fund required reserves);

loans and advances to, or guarantees of Indebtedness of, officers, directors, employees, consultants, independent contractors and members of management not in excess of $5.0 million outstanding at any one time, in the aggregate;

loans and advances to employees, directors, officers, members of management, independent contractors and consultants for business-related travel expenses, moving expenses, payroll advances and other similar expenses or payroll expenses, in each case incurred in the ordinary course of business or consistent with past practice or consistent with industry practice;

advances, loans or extensions of trade credit or prepayments to suppliers or loans or advances made to distributors, in each case, in the ordinary course of business or consistent with past practice or consistent with industry practice by the Borrower or any of its Subsidiaries;

[reserved];

Investments consisting of purchases and acquisitions of assets or services in the ordinary course of business or consistent with industry practice;

Investments made in the ordinary course of business or consistent with industry practice in connection with obtaining, maintaining or renewing client contracts and loans or advances made to distributors;

Investments in prepaid expenses, negotiable instruments held for collection and lease, utility and workers compensation, performance and similar deposits entered into as a result of the operations of the business in the ordinary course of business or consistent with industry practice;

[reserved];

Investments in non-Loan Parties, taken together with all other Investments made pursuant to this clause (23) that are at that time outstanding, not to exceed (as of the date such Investment is made) $10.0 million;

Investments in the ordinary course of business or consistent with industry practice consisting of Uniform Commercial Code Article 3 endorsements for collection or deposit and Article 4 customary trade arrangements with customers;

any Investment by any Captive Insurance Subsidiary in connection with its provision of insurance to the Borrower or any of its Subsidiaries, which Investment is made in the ordinary course of business or consistent with industry practice of such Captive Insurance Subsidiary, or by reason of applicable Law, rule, regulation or order, or that is required or approved by any regulatory authority having jurisdiction over such Captive Insurance Subsidiary or its business, as applicable;

Investments made as part of, to effect or resulting from the Restructuring Related Transactions;

Investments of assets relating to non-qualified deferred payment plans in the ordinary course of business or consistent with industry practice;

intercompany current liabilities owed to non-Loan Parties incurred in the ordinary course of business or consistent with industry practice in connection with the cash management operations of the Borrower and its Subsidiaries;

[reserved];

Investments constituting promissory notes or other non-cash proceeds of dispositions of assets to the extent permitted under Section 7.04;

Investments resulting from pledges and deposits permitted pursuant to the definition of “Permitted Liens”;

[reserved]; and

any other Investments if on a pro forma basis after giving effect to such Investment, the Secured Net Leverage Ratio would be equal to or less than 2.50 to 1.00 as of the last day of the Test Period most recently ended; provided, that any Investments made pursuant to this clause (33), other than Investments in (i) non-Loan Parties or (ii) joint ventures or minority Equity Interests to the extent the pledge of such joint venture or minority Equity Interests is prohibited by the governing documents thereof, shall, to the extent required by the Administrative Agent in its sole discretion, constitute Collateral and be in jurisdictions in which a security interest can be granted to the Administrative Agent for the benefit of the Secured Parties;

provided, that, notwithstanding the foregoing or anything herein to the contrary, in no event shall any Investment in Superior Industries Production Germany GmbH be permitted hereunder.

“Permitted Liens” means, with respect to any Person:

Liens created pursuant to any Loan Document;

Liens, pledges or deposits made in connection with:

 workers’ compensation laws, unemployment insurance, health, disability or employee benefits or other social security laws or similar legislation or regulations,

 insurance-related obligations (including in respect of deductibles, self-insured retention amounts and premiums and adjustments thereto) or indemnification obligations of (including obligations in respect of letters of credit, bank guarantees or similar documents or instruments for the benefit of) insurance carriers providing property, casualty or liability insurance or otherwise supporting the payment of items set forth in the foregoing clause (a) or

 bids, tenders, contracts, statutory obligations, surety, indemnity, warranty, release, appeal or similar bonds, or with regard to other regulatory requirements, completion guarantees, stay, customs and appeal bonds, performance bonds, bankers’ acceptance facilities, and other obligations of like nature (including those to secure health, safety and environmental obligations) (other than for the payment of Indebtedness) or leases to which such Person is a party, or deposits to secure public or statutory obligations of such Person or deposits of cash, Cash Equivalents or U.S. government bonds to secure surety or appeal bonds to which such Person is a party, or deposits as security for the payment of rent, contested taxes or import duties and obligations in respect of letters of credit, bank guarantees or similar instruments that have been posted to support the same, in each case incurred in the ordinary course of business or consistent with industry practice;

Liens imposed by law, such as landlords’, carriers’, warehousemen’s, materialmen’s, repairmen’s, construction, mechanics’ or other similar Liens, landlord Liens specifically created by contract (a) for sums not yet overdue for a period of more than sixty (60) days or, if more than sixty (60) days overdue, are unfiled and no other action has been taken to enforce such Liens or (b) being contested in good faith by appropriate actions or other Liens arising out of or securing judgments or awards against such Person with respect to which such Person will then be proceeding with an appeal or other proceedings for review if such Liens are adequately bonded or adequate reserves with respect thereto are maintained on the books of such Person in accordance with GAAP, or landlord’s pledge (Vermieterpfandrecht) arising by operation of German law under a lease in favor of the relevant third party landlord;

Liens for taxes, assessments or other governmental charges not yet overdue for a period of more than thirty (30) days or not yet payable or not subject to penalties for nonpayment or which are being contested in good faith by appropriate actions if adequate reserves with respect thereto are maintained on the books of such Person in accordance with GAAP;

Liens in favor of issuers of performance, surety, bid, indemnity, warranty, release, appeal or similar bonds, instruments or obligations or with respect to regulatory requirements or letters of credit or bankers’ acceptance issued, and completion guarantees provided, in each case, pursuant to the request of and for the account of such Person in the ordinary course of its business or consistent with past practice or industry practice;

survey exceptions, encumbrances, ground leases, easements, restrictions, protrusions, encroachments or reservations of, or rights of others for, licenses, rights-of-way, servitudes, sewers, electric lines, drains, telegraph, telephone and cable television lines and other similar purposes, or zoning, building codes or other restrictions (including minor defects or irregularities in title and similar encumbrances) as to the use of real properties or Liens incidental to the conduct of the business of such Person or to the ownership of its properties that were not incurred in connection with Indebtedness and that do not in the aggregate materially impair their use in the operation of the business of such Person and exceptions on Mortgage Policies insuring Liens granted on Mortgaged Properties;

Liens securing obligations in respect of Indebtedness, Disqualified Stock or Preferred Stock permitted to be incurred pursuant to clause (4), (6), (13), (15), or (23) of Section 7.02(b) or, with respect to assumed Indebtedness not incurred in contemplation of the relevant acquisition, Disqualified Stock or Preferred Stock only, clause (14) of Section 7.02(b); provided that:

 Liens securing obligations relating to any Indebtedness, Disqualified Stock or Preferred Stock permitted to be incurred pursuant to such clause (13) relate only to obligations relating to Refinancing Indebtedness that is secured by Liens on the same assets as the assets securing the Refinanced Debt (as defined in the definition of Refinancing Indebtedness), plus improvements, accessions, proceeds or dividends or distributions in respect thereof and after-acquired property, or serves to refund, refinance, extend, replace, renew or defease Indebtedness, Disqualified Stock or Preferred Stock incurred under clause (4) or (13) of Section 7.02(b);

 Liens securing obligations relating to Indebtedness or Disqualified Stock permitted to be incurred pursuant to such clause (23) extend only to the assets of Subsidiaries that are not Guarantors;

 Liens securing obligations in respect of Indebtedness, Disqualified Stock or Preferred Stock permitted to be incurred pursuant to such clause (4) extend only to the assets so purchased, replaced, leased or improved and proceeds and products thereof; provided further that individual financings of assets provided by a counterparty may be cross-collateralized to other financings of assets provided by such counterparty;

 [reserved]; and

 Liens securing obligations in respect of Indebtedness, Disqualified Stock or Preferred Stock permitted to be assumed pursuant to such clause (14) are solely on acquired property or the assets of the acquired entity (other than after acquired property that is (A) affixed or incorporated into the property covered by such Lien, (B) after acquired property subject to a Lien securing such Indebtedness, the terms of which Indebtedness require or include a pledge of after acquired property (it being understood that such requirement shall not be permitted to apply to any property to which such requirement would not have applied but for such acquisition) and (C) the proceeds and products thereof).

Liens existing, or provided for under binding contracts existing, on the ClosingAmendment No. 3 Date on any asset of the Borrower or any of its Subsidiaries (provided that any such Lien securing obligations in an aggregate amount on the ClosingAmendment No. 3 Effective Date in excess of $5.0 million shall be set forth on Schedule 7.01);

Liens on property or shares of stock or other assets of a Person at the time such Person becomes a Subsidiary; provided that such Liens are not created or incurred in connection with, or in contemplation of, such other Person becoming such a Subsidiary;

Liens on property or other assets at the time the Borrower or any of its Subsidiaries acquired the property or such other assets, including any acquisition by means of a merger, amalgamation or consolidation with or into the Borrower or any of its Subsidiaries (provided that such Liens are not created or incurred in connection with, or in contemplation of, such acquisition, amalgamation, merger or consolidation) and any replacement, extension or renewal of any such Lien (to the extent the Indebtedness and other obligations secured by such replacement, extension or renewal Liens are permitted by this Agreement); provided that such replacement, extension or renewal Liens do not cover any property other than the property that was subject to such Liens prior to such replacement, extension or renewal;

Liens securing obligations in respect of Indebtedness or other obligations of a Subsidiary of the Borrower owing to the Borrower or another Subsidiary of the Borrower permitted to be incurred in accordance with Section 7.02;

Liens securing (x) Hedging Obligations (including any Hedging Obligations existing as of the ClosingAmendment No. 3 Effective Date and secured by the Collateral on a pari passu basis with the Obligations) and (y) obligations in respect of cash management services;

Liens on specific items of inventory or other goods and proceeds of any Person securing such Person’s accounts payable or similar obligations in respect of bankers’ acceptances or letters of credit issued or created for the account of such Person to facilitate the purchase, shipment or storage of such inventory or other goods;

leases, subleases, licenses or sublicenses (or other agreement under which the Borrower or any of its Subsidiaries has granted rights to end users to access and use the Borrower’s or any of its Subsidiaries’

products, technologies or services) that do not either (a) materially interfere with the business of the Borrower and its Subsidiaries, taken as a whole, or (b) secure any Indebtedness;

Liens arising from Uniform Commercial Code (or equivalent statutes) financing statement filings regarding operating leases, consignments or accounts entered into by the Borrower and its Subsidiaries in the ordinary course of business or consistent with industry practice or purported Liens evidenced by the filing of precautionary Uniform Commercial Code (or equivalent statutes) financing statements or similar public filings;

Liens in favor of the Borrower or any Guarantor (other than Holdings);

Liens on equipment or vehicles of the Borrower or any of its Subsidiaries granted in the ordinary course of business or consistent with industry practice;

Liens on accounts receivable, Securitization Assets and related assets incurred in connection with a Qualified Securitization Facility and Liens on any receivables and related assets transferred in connection with a Receivables Financing Transaction, including Liens on such receivables and related assets resulting from precautionary UCC filings or from recharacterization or any such sale as a financing or a loan;

Liens to secure any modification, refinancing, refunding, extension, renewal or replacement (or successive modification, refinancing, refunding, extensions, renewals or replacements) as a whole, or in part, of any Indebtedness, Disqualified Stock or Preferred Stock secured by any Lien referred to in clauses (6), (7), (8), (9), (10) or this clause (19) of this definition; provided that: (a) such new Lien will be limited to all or part of the same property that was subject to the original Lien (plus improvements, accessions, proceeds or dividends or distributions in respect thereof and after-acquired property) and (b) the Indebtedness, Disqualified Stock or Preferred Stock secured by such Lien at such time is not increased to any amount greater than the sum of (i) the outstanding principal amount or, if greater, committed amount of the Indebtedness, Disqualified Stock or Preferred Stock described under such clauses (6), (7), (8), (9), (10) or this clause (19) at the time the original Lien became a Permitted Lien hereunder, plus (ii) any accrued and unpaid interest on the Indebtedness, any accrued and unpaid dividends on the Preferred Stock, and any accrued and unpaid dividends on the Disqualified Stock being so refinanced, extended, replaced, refunded, renewed or defeased, plus (iii) the amount of any tender premium or penalty or premium required to be paid under the terms of the instrument or documents governing such refinanced Indebtedness, Preferred Stock or Disqualified Stock and any defeasance costs and any fees and expenses (including original issue discount, upfront fees or similar fees) incurred in connection with the issuance of such new Indebtedness, Preferred Stock or Disqualified Stock or the extension, replacement, refunding, refinancing, renewal or defeasance of such refinanced Indebtedness, Preferred Stock or Disqualified Stock;

deposits made or other security provided to secure liability to insurance brokers, carriers, underwriters or self-insurance arrangements, including Liens on insurance policies and the proceeds thereof securing the financing of the premiums with respect thereto;

other Liens on assets of the Borrower or any Guarantor (other than Holdings) securing obligations of the Borrower or any Guarantor (other than Holdings) in an aggregate outstanding amount not to exceed (as of the date any such Lien is incurred) the greater of (i) $25.0 million and (ii) 15% of Consolidated EBITDA of the Borrower and its Subsidiaries determined at the time of incurrence of such Lien for the most recently ended Test Period (calculated on a pro forma basis), which, at the election of the Borrower, shall be subject to the applicable Intercreditor Agreement(s);

Liens in favor of customs and revenue authorities arising as a matter of law to secure payment of customs duties in connection with the importation of goods;

(a) the prior rights of consignees and their lenders under consignment arrangements entered into in the ordinary course of business or consistent with industry practice, (b) Liens arising out of conditional sale, title retention or similar arrangements for the sale of goods in the ordinary course of business or consistent

with industry practice and (c) Liens arising by operation of law under Article 2 of the Uniform "Commercial Code;

Liens securing judgments for the payment of money not constituting an Event of Default under Section 8.01(7);

Liens (a) of a collection bank arising under Section 4-208 or 4-210 of the Uniform Commercial Code on items in the course of collection, (b) attaching to commodity trading accounts or other brokerage accounts incurred in the ordinary course of business or consistent with industry practice and (c) in favor of banking or other institutions or other electronic payment service providers arising as a matter of law or under general terms and conditions encumbering deposits or margin deposits or other funds maintained with such institution (including the right of setoff) and that are within the general parameters customary in the banking industry;

Liens deemed to exist in connection with Investments in repurchase agreements permitted under this Agreement; provided that such Liens do not extend to assets other than those that are subject to such repurchase agreements;

Liens that are contractual rights of setoff (a) relating to the establishment of depository relations with banks or other deposit-taking financial institutions or other electronic payment service providers and not given in connection with the issuance of Indebtedness, (b) relating to pooled deposit or sweep accounts to permit satisfaction of overdraft or similar obligations incurred in the ordinary course of business or consistent with industry practice of the Borrower or any of its Subsidiaries or (c) relating to purchase orders and other agreements entered into with customers of the Borrower or any of its Subsidiaries in the ordinary course of business or consistent with industry practice;

Liens on cash proceeds (as defined in Article 9 of the Uniform Commercial Code) of assets sold that were subject to a Lien permitted hereunder;

any encumbrance or restriction (including put, call arrangements, tag, drag, right of first refusal and similar rights) with respect to Capital Stock of any joint venture or similar arrangement pursuant to any joint venture or similar agreement;

Liens (a) on cash advances or cash earnest money deposits in favor of the seller of any property to be acquired in an Investment permitted under this Agreement to be applied against the purchase price for such Investment and (b) consisting of a letter of intent or an agreement to sell, transfer, lease or otherwise dispose of any property in a transaction permitted under Section 7.04;

the interest or title of any lessor, sublessor, licensor or sublicensor, as applicable, underground leases, subleases, licenses or sublicenses under which the Borrower or any of its Subsidiaries are the lessee, sublessee, licensee or sublicensee, as applicable, in respect of real property on which facilities owned or leased by the Borrower or any of its Subsidiaries are located;

[reserved];

any interest or title of a lessor, sublessor, licensor or sublicensor or secured by a lessor’s, sublessor’s, licensor’s or sublicensor’s interest under leases or licenses entered into by the Borrower or any of its Subsidiaries in the ordinary course of business or consistent with industry practice;

deposits of cash with the owner or lessor of premises leased and operated by the Borrower or any of its Subsidiaries in the ordinary course of business or consistent with industry practice of the Borrower and such Subsidiary to secure the performance of the Borrower’s or such Subsidiary’s obligations under the terms of the lease for such premises;

rights of set-off, banker’s liens, netting arrangements and other Liens arising by operation of law or by the terms of documents of banks or other financial institutions in relation to the maintenance or administration of deposit accounts, securities accounts, cash management arrangements or in connection with the issuance of letters of credit, bank guarantees or other similar instruments (including Liens under the German general terms and conditions of banks and saving banks (Allgemeine Geschäftsbedingungen der Banken und Sparkassen));

Liens on cash and Cash Equivalents used to satisfy or discharge Indebtedness; provided that such satisfaction or discharge is permitted under this Agreement;

receipt of progress payments and advances from customers in the ordinary course of business or consistent with industry practice to the extent the same creates a Lien on the related inventory and proceeds thereof and Liens on property or assets under construction arising from progress or partial payments by a third party relating to such property or assets;

Liens on all or any portion of the Collateral (but no other assets) to secure obligations in respect of (a) Indebtedness permitted to be incurred pursuant to Section 7.02; provided that after giving pro forma effect to the incurrence of the then proposed Indebtedness (and without netting any cash received from the incurrence of such proposed Indebtedness), (i) if such Indebtedness is secured on a (x) pari passu basis with the Liens that secure the First Lien Obligations under this Agreement (“Pari Passu Lien Debt”), the First Lien Net Leverage Ratio would be no greater than 2.00 to 1.00 or (y) junior basis to the Liens that secure the First Lien Obligations (“Junior Lien Debt”), the Junior Debt Condition is satisfied and (ii) such Liens are in each case subject the applicable Intercreditor Agreement(s) and (b) any Refinancing Indebtedness in respect of Pari Passu Lien Debt or Junior Lien Debt (but subject to the foregoing clause (ii));

agreements to subordinate any interest of the Borrower or any of its Subsidiaries in any accounts receivable or other proceeds arising from inventory consigned by the Borrower or any of its Subsidiaries pursuant to an agreement entered into in the ordinary course of business or consistent with industry practice;

Liens securing Acceptable Subordinated Indebtedness, provided that (i) such Acceptable Subordinated Indebtedness is not secured by any property or assets other than the Collateral and (ii) such Liens shall rank junior to the Liens on the Collateral securing the First Lien Obligations;

Liens disclosed by the title insurance reports or policies delivered on or prior to the ClosingAmendment No. 3 Effective Date and any replacement, extension or renewal of any such Lien (to the extent the Indebtedness and other obligations secured by such replacement, extension or renewal Liens are permitted by this Agreement); provided that such replacement, extension or renewal Liens do not cover any property other than the property that was subject to such Liens prior to such replacement, extension or renewal;

rights reserved or vested in any Person by the terms of any lease, license, franchise, grant or permit held by the Borrower or any of its Subsidiaries or by a statutory provision, to terminate any such lease, license, franchise, grant or permit, or to require annual or periodic payments as a condition to the continuance thereof;

restrictive covenants affecting the use to which real property may be put; provided that the covenants are complied with;

security given to a public utility or any municipality or governmental authority when required by such utility or authority in connection with the operations of that Person in the ordinary course of business or consistent with industry practice;

zoning, building and other similar land use restrictions, including site plan agreements, development agreements and contract zoning agreements;

Liens on all or any portion of the Collateral (but no other assets) securing (i) the Super-Priority Revolving Credit Obligations (and any Refinancing Indebtedness in respect thereof) and any Permitted Euro Revolving Indebtedness (and any Refinancing Indebtedness in respect thereof), in each case, which shall be subject to an Equal Priority Intercreditor Agreement;

Liens on the assets of Subsidiaries that are not Loan Parties securing Indebtedness or other obligations of such Subsidiaries or any other Subsidiaries that are not Loan Parties that is permitted by Section 7.02 or otherwise not prohibited by this Agreement;

Liens on assets of Subsidiaries of the Borrower that are Foreign Subsidiaries to the extent arising mandatorily under applicable Law;

Liens on Escrowed Proceeds for the benefit of the related holders of debt securities or other Indebtedness (or the underwriters, trustee, escrow agent or arrangers thereof) or on cash set aside at the time of the incurrence of any Indebtedness or government securities purchased with such cash, in either case to the extent such cash or government securities prefund the payment of interest on such Indebtedness and are held in an escrow account or similar arrangement to be applied for such purpose;

Liens securing any Hedgeing Obligations of any Loan Party or Subsidiary that are permitted hereunder;

any Lien created in order to comply with the requirements of section 8a of the German Partial Retirement Act (Altersteilzeitgesetz) or of section 7e of the German Social Code IV (SGB IV);

any Lien required to be granted under mandatory law in favor of creditors as a consequence of a merger or a conversion permitted under this Agreement, including due to sections 22, 204 of the German Transformation Act (Umwandlungsgesetz – UmwG) or a termination of a profit and loss pooling agreement (Beherrschungs- und Gewinnabfhrungsvertrag) pursuant to section 303 of the German Stock Corporation Act (Aktiengesetz – AktG);

any Liens on the Dilution Account and any cash or Cash Equivalents held therein in favor of the applicable DB Factor under the applicable DB Factoring Arrangements; and

Liens securing the DB Factoring Debt (as defined in the Closing Date Intercreditor Agreement) on the Collateral, which Liens shall be subject to the Closing Date Intercreditor Agreement and the obligations secured thereby shall constitute “First Lien Debt” (as defined in the Closing Date Intercreditor Agreement); and

any Liens on the DB Factoring Collection Account and any cash or Cash Equivalents held therein to the extent relating to receivables and related assets sold, conveyed, pledged, factored or transferred pursuant to the terms of the applicable DB Factoring Arrangement in favor of the relevant DB Factor.

If any Liens securing obligations are incurred to refinance liens securing obligations initially incurred in reliance on a Basket measured by reference to a percentage of Consolidated EBITDA, and such refinancing would cause the percentage of Consolidated EBITDA to be exceeded if calculated based on the Consolidated EBITDA on the date of such refinancing, such percentage of Consolidated EBITDA will not be deemed to be exceeded to the extent the principal amount of such obligations secured by such newly incurred Lien does not exceed the principal amount of such obligations secured by such Liens being refinanced, plus any accrued and unpaid interest on the Indebtedness, any accrued and unpaid dividends on the Preferred Stock, and any accrued and unpaid dividends on the Disqualified Stock being so refinanced, extended, replaced, refunded, renewed or defeased, plus the amount of any tender premium or penalty or premium required to be paid under the terms of the instrument or documents governing such refinanced Indebtedness, Preferred Stock or Disqualified Stock and any defeasance costs and any fees and expenses (including original issue discount, upfront fees or similar fees) incurred in connection with the

issuance of such new Indebtedness, Preferred Stock or Disqualified Stock or the extension, replacement, refunding, refinancing, renewal or defeasance of such refinanced Indebtedness, Preferred Stock or Disqualified Stock.

For purposes of this definition, the term “Indebtedness” will be deemed to include interest and other obligations payable on or with respect to such Indebtedness.

“Permitted Ratio Debt” has the meaning specified in Section 7.02(a).

“Person” means any individual, corporation, limited liability company, partnership, joint venture, association, joint stock company, trust, unincorporated organization, government or any agency or political subdivision thereof or any other entity.

“Plan” means any “employee benefit plan” (as such term is defined in Section 3(3) of ERISA), other than a Foreign Plan, established or maintained by any Loan Party or, with respect to any such plan that is subject to Section 412 of the Code or Title IV of ERISA, any of their respective ERISA Affiliates.

“Platform” has the meaning specified in Section 6.02.

“Pledge Agreement” means, collectively, the Pledge Agreement dated as of the Closing Date and executed by the Borrower and the Collateral Agent, together with any supplements or joinders thereto executed and delivered pursuant to Section 6.11.

“Pledged Collateral” has the meaning specified in the Security Agreement.

“Polish Bankruptcy Law” means the Bankruptcy Law of 28 February 2003 (consolidated text, Journal of Law of 2022 item 1520, as amended).

“Polish Civil Procedure Code” means the Civil Procedure Code dated 17 November 1964 (Journal of Laws of 2021 item 1805, as amended).

“Polish Commercial Companies Code” means the Commercial Companies Code of 15 September 2000 (consolidated text, Journal of Laws of 2022 item 1467, as amended).

“Polish Obligor” means Superior Industries Production Poland Sp. z o.o.

“Polish Pledge Law” means the act on registered pledge and the pledge register dated 6 December act on registered pledges dated 6 December 1996 (consolidated text, Journal of Laws of 2018 item 2017, as amended).

"“Polish Restructuring Law"” means the Restructuring Law of 15 May 2015 (consolidated text, Journal of Laws of 2021 item 1588, as amended).

"“Polish Security Agreement"” means any security agreement governed by Polish law:

“Polish Zloty” means the lawful currency of Poland.

“Preferred Dividends” has the meaning specified in the Investment Agreement.

“Preferred Stock” means any Equity Interest with preferential rights of payment of dividends or upon liquidation, dissolution or winding up.

“Previously Absent Financial Maintenance Covenant” means, at any time (x) any financial maintenance covenant that is not included in this Agreement at such time and (y) any financial maintenance covenant that is included in this Agreement at such time but with covenant levels and component definitions (to the extent relating to such financial maintenance covenant) in this Agreement that are less restrictive on the Borrower and the

Subsidiaries than those in the applicable Incremental Amendment, Refinancing Amendment, Extension Amendment or amendment in respect of Replacement Loans or Refinancing Indebtedness.

“Prime Rate” means the rate of interest last quoted by The Wall Street Journal as the “Prime Rate” in the U.S. or, if The Wall Street Journal ceases to quote such rate, the highest per annum interest rate published by the Federal Reserve Board in Federal Reserve Statistical Release H.15 (519) (Selected Interest Rates) as the “bank prime loan” rate or, if such rate is no longer quoted therein, any similar rate quoted therein (as determined by the Administrative Agent) or any similar release by the Federal Reserve Board (as determined by the Administrative Agent). Each change in the Prime Rate shall be effective from and including the date such change is publicly announced or quoted as being effective.

“Private-Side Information” means any information with respect to the BorrowerHoldings and its Subsidiaries that is not Public-Side Information.

“Pro Rata Share” means, with respect to each Lender at any time a fraction (expressed as a percentage, carried out to the ninth decimal place), the numerator of which is the amount of the Commitments and, if applicable and without duplication, Term Loans of such Lender at such time and the denominator of which is the amount of the Aggregate Commitments and, if applicable and without duplication, Term Loans at such time; provided that when used with respect to Commitments, Loans and interest under any Term Facility, “Pro Rata Share” shall mean, with respect to each Lender at any time a fraction (expressed as a percentage, carried out to the ninth decimal place), the numerator of which is the amount of the Term Commitments and Term Loans of such Lender under such Term Facility at such time and the denominator of which is the amount of the aggregate Term Commitments and Term Loans under such Term Facility at such time.

“Proposed Assignee” has the meaning specified in Section 10.07(b)(vi).

“Public Lender” has the meaning specified in Section 6.02.

“Public-Side Information” means information that does not constitute material non-public information (within the meaning of United States federal and state securities laws) with respect to the Borrower or any of its Subsidiaries or any of their respective securities.

“Purchase Money Obligations” means any Indebtedness incurred to finance or refinance the acquisition, leasing, construction or improvement of property (real or personal) or assets (other than Capital Stock), and whether acquired through the direct acquisition of such property or assets, or otherwise.

“QFC” has the meaning assigned to the term “qualified financial contract” in, and shall be interpreted in accordance with, 12 U.S.C. 5390(c)(8)(D).

“QFC Credit Support” has the meaning specified in Section 10.27.

“Qualified ECP Guarantor” means, in respect of any Swap Obligation, each Loan Party that has total assets exceeding $10.0 million at the time the relevant guarantee or grant of the relevant security interest becomes effective with respect to such Swap Obligation or such other Person as constitutes an “eligible contract participant” under the Commodity Exchange Act or any regulations promulgated thereunder and can cause another Person to qualify as an “eligible contract participant” at such time by entering into a keepwell under Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

“Qualified Equity Interests” means any Equity Interests that are not Disqualified Stock.

“Qualified Proceeds” means the fair market value of assets that are used or useful in, or Capital Stock of any Person engaged in, a Similar Business.

“Qualified Securitization Facility” means any Securitization Facility (1) constituting a securitization financing facility that meets the following conditions: (a) the Board of Directors will have determined

SECTION 1. Defined Terms. Capitalized terms used but not defined herein shall have the meanings assigned to such terms in the Amended Credit Agreement.

SECTION 4. Amendments; Amendment No. 3 Effective Date Borrowings. Effective as of the Amendment No. 3 Effective Date:

SECTION 5. Conditions to Effectiveness. This Amendment shall become effective and the Amendment No. 3 Term Loans shall be funded (or deemed funded) upon satisfaction (or effective waiver) of the following conditions precedent (such date, the “Amendment No. 3 Effective Date”):

SECTION 7. No Default; Representations and Warranties. In order to induce the Lenders and the Administrative Agent to enter into this Amendment, the Borrower and each other Loan Party hereto represent and warrant to the Lenders and the Administrative Agent that:

SECTION 8. Limited Waiver of Specified Defaults.

SECTION 9. Effects on Loan Documents.

SECTION 11. Miscellaneous.

SECTION 16. Definitions and Accounting Terms

16.1 Defined TermsDefined Terms. As used in this Agreement (including the introductory paragraph hereof and the preliminary statements hereto), the following terms have the meanings set forth below:

SECTION 16.

Definitions and Accounting Terms

SUPERIOR INDUSTRIES INTERNATIONAL INC 10-Q