First Amendment to Fifth Amended and Restated Credit Agreement by The Davey Tree Expert Company and KeyBank National Association

FIRST AMENDMENT TO FIFTH AMENDED AND RESTATED CREDIT AGREEMENT (this “First Amendment”), dated as of May 21, 2025, by and among THE DAVEY TREE EXPERT COMPANY, an Ohio corporation (the “Borrower”), the various lending institutions party hereto and KEYBANK NATIONAL ASSOCIATION, as Administrative Agent for the Banks (in such capacity, the “Agent”). Unless otherwise indicated, all capitalized terms used herein and not otherwise defined shall have the respective meanings provided such terms in the Credit Agreement or the Amended Credit Agreement referred to below, as applicable.

WHEREAS, the Borrower, the Agent, the various lending institutions party thereto from time to time (each, a “Bank” and, collectively, the “Banks”), KEYBANC CAPITAL MARKETS, INC., PNC CAPITAL MARKETS LLC and WELLS FARGO SECURITIES, LLC, each as a Joint Lead Arranger and Joint Bookrunner, PNC BANK, NATIONAL ASSOCIATION and WELLS FARGO BANK, NATIONAL ASSOCIATION, each as a Co-Syndication Agent, have entered into that certain Fifth Amended and Restated Credit Agreement, dated as of July 29, 2024 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time prior to the date hereof, the “Credit Agreement”; and the Credit Agreement as amended by this First Amendment, the “Amended Credit Agreement”);

WHEREAS, the Borrower has requested that the Banks party hereto make certain amendments to the Credit Agreement as provided herein; and

WHEREAS, the parties hereto have agreed, subject to the satisfaction of the conditions precedent to effectiveness set forth in Section 3 hereof, to amend certain terms of the Credit Agreement as hereinafter provided to give effect to the amendments contemplated hereby.

NOW, THEREFORE, for good and valuable consideration, the receipt and adequacy of which is acknowledged by each party hereto, it is agreed that:

SECTION 1.AMENDMENTS.

(a)Section 1.1 of the Credit Agreement is hereby amended to add the following new definitions thereto:

“First Amendment Effective Date” means May 21, 2025.

“Intercompany Agreement” shall mean an agreement in the form of the attached Exhibit G, evidencing Indebtedness owed among Borrower and any other wholly-owned Company (other than any Receivables Subsidiary).

(b)    Section 5.8 of the Credit Agreement is hereby amended to delete subsection (f) therefrom and to insert in place thereof the following:

(f)    unsecured intercompany Indebtedness permitted pursuant to Section 5.11(vi);

(c)    Section 5.11 of the Credit Agreement is hereby amended to delete subsection (iv) therefrom and to insert in place thereof the following:

(iv) the (x) holding of Subsidiaries listed on Schedule 6.1 attached hereto and made a part hereof, (y) creation or formation of Subsidiaries after the First Amendment Effective Date and the holding of each such Subsidiary so long as each such Subsidiary becomes a Guarantor of Payment if required pursuant to Section 5.21 hereof and the Borrower delivers an updated Schedule 6.1 concurrently with the creation or formation of each such Subsidiary and (z) initial investment in and holding of a Receivables Subsidiary;

(d)    Section 5.11 of the Credit Agreement is hereby amended to delete subsection (vi) therefrom and to insert in place thereof the following:

(vi) unsecured intercompany Indebtedness (w) owed by any Credit Party to another Credit Party, (x) owed by any Credit Party to any wholly-owned, non-Credit Party Subsidiary (other than any Receivables Subsidiary) in an aggregate amount not to exceed Seventy-Five Million Dollars ($75,000,000) when combined with the aggregate amount under clause (z) below (provided that, upon the request of Agent in its reasonable discretion, such Indebtedness shall be subordinated to the Obligations pursuant to the terms and conditions of the Intercompany Agreement), (y) owed by any non-Credit Party to any other non-Credit Party; and (z) owed by any wholly-owned, non-Credit Party to any Credit Party in an aggregate amount not to exceed Seventy-Five Million Dollars ($75,000,000) when combined with the aggregate amount under clause (x) above;

(e)    Schedule 6.1 (Corporate Existence; Subsidiaries and Foreign Qualification) to the Credit Agreement is hereby amended and restated in its entirety as set forth on Schedule 1 hereto.

(f)    The Credit Agreement is hereby amended to add a new Exhibit G (Form of Intercompany Agreement) thereto in the form attached hereto as Schedule 2.

SECTION 2.    REPRESENTATIONS & WARRANTIES. The Borrower hereby represents and warrants to the Banks party hereto and the Agent that, as of the First Amendment Effective Date (as defined below):

(a)it has the right and power and is duly authorized and empowered to enter into, execute and deliver this First Amendment, and the transactions contemplated hereby have been duly authorized and approved by all necessary organizational actions and, if required, actions by equity holders;

(b)this First Amendment has been duly executed and delivered by the Borrower and constitutes a legal, valid and binding obligation of the Borrower, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law;

(c)the execution, delivery and performance of this First Amendment, (i) does not require any consent or approval of, registration or filing with, or any other action by, any Governmental

Authority, except such as have been obtained or made and are in full force and effect and except for filings necessary to perfect Liens created pursuant to the Loan Documents, (ii) will not violate any Requirement of Law of the Borrower, (iii) will not violate or result in a default under any indenture, agreement or other instrument in respect of any Material Indebtedness Agreement binding upon the Borrower or any of its Subsidiaries or its assets (other than the Loan Documents), or give rise to a right thereunder to require any payment to be made by the Borrower or any of its Subsidiaries, and (iv) will not result in the creation or imposition of any Lien on any asset of the Borrower or any of its Subsidiaries, other than Liens created under the Loan Documents;

(d)both immediately before and immediately after giving effect to this First Amendment, the representations and warranties of the Borrower contained in the Amended Credit Agreement and in the other Loan Documents are true and correct in all material respects (except for those representations and warranties that are conditioned by materiality, Material Adverse Effect or dollar amount threshold, which are true and correct in all respects) on and as of the First Amendment Effective Date to the same extent as though made on and as of the First Amendment Effective Date, except to the extent such representations and warranties specifically relate to an earlier date, in which case such representations and warranties have been true and correct in all material respects (except for those representations and warranties that are conditioned by materiality, Material Adverse Effect or dollar amount threshold, which have been true and correct in all respects) on and as of such earlier date; and

(e)No Default or Event of Default exists on the date hereof immediately before or immediately after giving effect to this First Amendment.

SECTION 3.    CONDITIONS PRECEDENT. This First Amendment shall become effective as of the first date (the “First Amendment Effective Date”) when each of the conditions set forth in this Section 3 shall have been satisfied to the satisfaction of the Administrative Agent:

(a)    the Administrative Agent’s receipt of counterparts of this First Amendment executed by the Borrower, the Agent and the Banks;

(b)    no Default or Event of Default exists hereunder, nor will any begin to exist immediately after the execution and delivery hereof;

(c)    the representations and warranties of the Credit Parties set forth in Section 2 of this First Amendment are true and correct; and

(d)    the Agent shall have received all other amounts due and payable by the Borrower to the Agent pursuant to any Loan Document on or prior to the date hereof, including, to the extent invoiced, reimbursement or payment of all out of pocket expenses required pursuant to the terms of the Credit Agreement to be reimbursed or paid by the Borrower in connection herewith.

SECTION 4.    MISCELLANEOUS PROVISIONS.

(a)    Ratification. This First Amendment is limited to the matters expressly specified herein and shall not constitute a modification, acceptance or waiver of any other provision of the Credit Agreement or any other Loan Document. Nothing herein contained shall be construed as a substitution or novation of the obligations outstanding under the Credit Agreement or any other Loan Document or instruments securing the same, which shall remain in full force and effect as modified hereby or by instruments executed concurrently herewith.

(b)    Governing Law; Submission to Jurisdiction; Jury Trial Waiver. THIS FIRST AMENDMENT AND ANY CLAIMS, CONTROVERSY, DISPUTE OR CAUSE OF ACTION

(WHETHER IN CONTRACT OR TORT OR OTHERWISE) BASED UPON, ARISING OUT OF OR RELATING TO THIS FIRST AMENDMENT AND THE TRANSACTIONS CONTEMPLATED HEREBY SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF OHIO. SECTIONS 10.16 AND 10.20 OF THE CREDIT AGREEMENT ARE INCORPORATED BY REFERENCE HEREIN AS IF SUCH SECTIONS APPEARED HEREIN, MUTATIS MUTANDIS.

(c)    Severability. Section 10.13 of the Credit Agreement is incorporated by reference herein as if such Section appeared herein, mutatis mutandis.

(d)    Counterparts. This First Amendment may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed and delivered shall be deemed to be an original and all of which taken together shall constitute but one and the same agreement. Delivery of an executed counterpart of a signature page of this First Amendment by facsimile or in electronic format (e.g., .pdf or .tif), or any other electronic means that reproduces an image of the actual executed signature page, shall be effective as delivery of a manually executed counterpart of this First Amendment. The words “execution,” “signed,” “signature,” “delivery,” and words of like import in or related to any Loan Document or other document to be signed in connection with this First Amendment and the transactions contemplated hereby shall be deemed to include Electronic Signatures, the electronic matching of assignment terms and contract formations on electronic platforms approved by Agent, deliveries 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 Uniform Electronic Transactions Act of the State of Ohio and any other similar state laws based on the Uniform Electronic Transactions Act.