Commitment Letter dated July 8, 2024 with JP Morgan Chase Bank N.A., relating to amendment of the 2023 Credit Agreement

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Very truly yours,

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JPMORGAN CHASE BANK, N.A.

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By:

/s/Will Price

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Name: Wil Price

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Title: Executive Director

Accepted and agreed to as of
the date first written above by:

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ESCO TECHNOLOGIES INC.

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By:

/s/Lara Crews

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Name: Lara Crews

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Title: Vice President and Treasurer

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I.

Parties

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Borrowers:

ESCO Technologies Inc. (the “Company”), ESCO UK Holding Company I Ltd., ESCO UK Global Holdings Ltd. and certain other foreign subsidiaries of the Company requested by the Company and approved by the Backstop Administrative Agent (as defined below) and the Backstop Lenders (as defined below) (the “Foreign Borrowers” and collectively with the Company, the “Backstop Borrowers”); provided that Doble Lemke GmbH (f/k/a ESCO European Holding GmbH), a German company, and one or more additional U.K. subsidiaries of the Company, shall be eligible as Foreign Borrowers, subject to the satisfaction of certain conditions substantially consistent with those set forth in the Existing Credit Agreement but without approval by the Lenders.

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Guarantors:

(a) The Company (with respect to the obligations of the Foreign Borrowers and certain interest rate swaps, currency or other hedging obligations and banking services obligations owing to any Backstop Lender or any affiliate thereof by any subsidiary of the Company), (b) the other Backstop Borrowers and (c) each of the Company’s material direct and indirect subsidiaries (with materiality defined substantially as set forth in the Existing Credit Agreement and any other subsidiary of the Company that guarantees indebtedness of the Company (collectively, the “Guarantors”), shall unconditionally guaranty all of the Backstop Borrowers’ obligations under and in connection with the Backstop Facility (as defined below) and certain interest rate swaps, currency or other hedging obligations and banking services obligations owing to any Backstop Lender (as defined below) or any affiliate thereof; provided that if a guaranty by a

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Foreign Borrower or a foreign subsidiary (or a domestic subsidiary of another foreign subsidiary) of the obligations of the Company or any domestic subsidiary would be likely to give rise to an adverse tax or accounting consequence, such guaranty shall either not be required or shall be limited to the obligations of the Foreign Borrowers. In addition, the Backstop Credit Documentation (as defined below) will contain the Backstop Administrative Agent’s standard carve-outs for guarantees of (and collateral support for) certain swap obligations by subsidiaries that are not eligible contract participants under the Commodity Exchange Act. Notwithstanding the foregoing, additional foreign subsidiaries may be excluded from the guarantee requirements in circumstances where the Backstop Administrative Agent reasonably determines that the cost of providing such a guarantee is excessive in relation to the value afforded thereby.

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Collateral:

The obligations of the Backstop Borrowers and the Guarantors under the Backstop Facility shall be secured by a pledge of, and first priority perfected security interest in 100% of the equity interests of each of the Backstop Borrowers’ and Guarantors’ existing and future direct and indirect material foreign subsidiaries; provided, that if a pledge of 100% of the voting shares of equity interests of any such material foreign subsidiary would be likely to give rise to an adverse tax or accounting consequence, such pledge shall be limited to 65% of the voting equity interests of the first-tier foreign subsidiary in the relevant ownership chain. All of the collateral security described above is referred to collectively as the “Collateral.” The Collateral will also secure certain interest rate swaps, currency or other hedging obligations and banking services obligations owing to any Backstop Lender or any affiliate thereof. Notwithstanding the foregoing, equity interests of certain material foreign subsidiaries may be excluded from the collateral in circumstances where the Backstop Administrative Agent reasonably determines that the cost of providing a pledge of such equity interests is excessive in relation to the value afforded thereby. The obligations under any other Facilities shall be permitted to be secured by pari passu liens on the Collateral, subject to an intercreditor agreement reasonably satisfactory to the Backstop Administrative Agent.

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Sole Lead Arranger
and Sole Bookrunner:

JPMorgan (in such capacity, the “Backstop Lead Arranger”).

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Administrative Agent:

JPMorgan (in such capacity, the “Backstop Administrative Agent”).

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Lenders:

Initially, JPMorgan, but may subsequently be assigned, subject, prior to the Backstop Effective Date, to the provisions of the Commitment Letter, to other banks, financial institutions and

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other entities as described herein (collectively, the “Backstop Lenders”).

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Documentation Principles:

The documentation in respect of the Backstop Facility (the “Backstop Credit Documentation”) shall contain provisions substantially similar to those set forth in (i) the Existing Credit Agreement and (ii) the other “Loan Documents” (as defined in the Existing Credit Agreement) executed and delivered in connection therewith.

As used herein, the phrase “substantially similar to the Existing Credit Agreement” or references to being the “same” as the Existing Credit Agreement means substantially the same as the Existing Credit Agreement, with only such changes and modifications that are necessary or appropriate to (i) reflect the terms of this term sheet, (ii) reflect any changes in law, documentation policies or accounting standards since the date of the Existing Credit Agreement, (iii) reflect the Backstop Administrative Agent’s current agency and back-office practices and operations (including, without limitation, the Backstop Administrative Agent’s customary provisions in respect of benchmark replacement), in each case as reasonably agreed to by the Company, and (iv) effect such other changes as are mutually agreeable to the parties to the Backstop Credit Documentation.

The principles set forth above constitute the “Backstop Documentation Principles”.

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II.

Backstop Facility

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Type and Amount of Facility:

Five-year revolving credit facility (the “Backstop Facility”) in the U.S. Dollar equivalent amount of $500,000,000 (the loans thereunder, the “Backstop Revolving Credit Loans”). Up to the U.S. Dollar equivalent of $75,000,000 of the Backstop Facility, which may be increased with the use of the Expansion Feature described below (the “Foreign Currency Sublimit”) shall be made available by all of the Backstop Lenders in euro, pounds sterling and such other foreign currencies as may be agreed to by the Backstop Administrative Agent and the Backstop Lenders so long as such currencies remain freely transferable and convertible into U.S. Dollars (collectively with U.S. Dollars, the “Agreed Currencies”).

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Availability:

The Backstop Facility shall be available on a revolving basis during the period commencing on the Backstop Effective Date and ending on August 30, 2028 (the “Backstop Revolving Credit Termination Date”).

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Letters of Credit:

A portion of the Backstop Facility not in excess of the U.S. Dollar equivalent of $40,000,000 (the “Overall LC Sublimit”) shall be available for the issuance of letters of credit (the “Letters of Credit”) by each of JPMorgan and potentially additional Backstop Lenders to be named, each having an individual Letter of Credit commitment to be determined (each in such capacity, an “Issuing Lender”), with the portion of the Overall LC Sublimit in excess of such Letter of Credit commitments being available for the issuance of Letters of Credit at the discretion of any Issuing Lender, in each case for the account of any Backstop Borrower or subsidiary in Agreed Currencies and such other currencies as shall be acceptable to the applicable Issuing Lender (subject to the Foreign Currency Sublimit); provided, that the Backstop Lenders shall participate in U.S. Dollars for any Letter of Credit issued by an Issuing Lender in any currency that is not an Agreed Currency. No Letter of Credit shall have an expiration date after the earlier of (a) three years after the date of issuance and (b) three years after the Backstop Revolving Credit Termination Date; provided, that, (i) no Letters of Credit shall have an expiration date after the Backstop Revolving Credit Termination Date without the consent of the applicable Issuing Lender, (ii) not later than ten (10) business days prior to the Backstop Revolving Credit Termination Date, the Company shall cash collateralize all Letters of Credit with an expiration date after the Backstop Revolving Credit Termination Date in an amount equal to 105% of the aggregate face amount of all such Letters of Credit that are to remain outstanding on the Backstop Revolving Credit Termination Date, and (iii) the expiration date of Letters of Credit to be issued to banks in India may be later than the earlier of (a) three years after the date of issuance and (b) three years after the Backstop Revolving Credit Termination Date, subject to the consent and cash collateralization requirements set forth in the immediately preceding clauses (i) and (ii).

Drawings under any Letter of Credit shall be reimbursed by the relevant Backstop Borrower (whether with its own funds or with the proceeds of Backstop Revolving Credit Loans) on the same business day. To the extent that any Backstop Borrower does not so reimburse the Issuing Lender, the Backstop Lenders under the Backstop Facility shall be irrevocably and unconditionally obligated to reimburse the Issuing Lender on a pro rata basis.

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Swing Line Loans:

A portion of the Backstop Facility not in excess of $50,000,000 shall be available, at the discretion of JPMorgan (in such capacity, the “Swing Line Lender”), for swing line loans to the Company in U.S. Dollars (the “Swing Line Loans”) from the Swing Line Lender on same-day notice. Any such Swing Line Loans will reduce availability under the Backstop Facility (including in respect of the Swing Line Lender’s individual

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revolving commitment) on a dollar-for-dollar basis. Each Lender under the Backstop Facility shall acquire, under certain circumstances, an irrevocable and unconditional pro rata participation in each Swing Line Loan.

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Maturity:

The Backstop Revolving Credit Termination Date.

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Purpose:

The proceeds of the Backstop Revolving Credit Loans shall be used to refinance existing indebtedness under the Existing Credit Agreement and for general corporate purposes of the Company and its subsidiaries, including, without limitation, to fund all or a portion of the purchase price of the Acquisition (and Transaction Expenses) or other acquisitions permitted under the Credit Agreement.

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Expansion Feature:

Subsequent to the Backstop Effective Date, the Company may, at its option and subject to conditions consistent with the Backstop Documentation Principles, request to increase the aggregate amount of the Backstop Facility or obtain incremental term loans in an amount up to the U.S. Dollar equivalent of $250,000,000 in any Agreed Currency without the consent of any Backstop Lenders not participating in such increase. The requested increase(s) may be assumed by one or more existing lenders and/or by other financial institutions, as agreed by the Company and the Backstop Administrative Agent.

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III.

Certain Payment Provisions

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Fees and Interest Rates:

As set forth on Annex I.

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Optional Prepayments and Commitment Reductions:

Backstop Revolving Credit Loans may be prepaid and commitments may be reduced by the Company in minimum amounts to be agreed upon.

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Mandatory Prepayments:

Backstop Revolving Credit Loans will be required to be prepaid if the aggregate revolving credit exposure under the Backstop Facility exceeds the aggregate commitments thereunder and if such exposure in Agreed Currencies other than U.S. Dollars exceeds the Foreign Currency Sublimit; provided that if such excess is caused by fluctuations in foreign currency exchange rates, (i) no such prepayment will be required to the extent such exposure in Agreed Currencies other than U.S. Dollars is not more than 105% of the Foreign Currency Sublimit or to the extent the aggregate revolving credit exposure under the Backstop Facility is not more than 105% of the aggregate commitments thereunder and (ii) such excess will be calculated as of (a) each date of a borrowing, conversion, or continuation of any Backstop Revolving Credit Loan, and each date of issuance (or amendment that increases the face amount) of any Letter of Credit, (b) with respect to any RFR Loan (as defined on Annex I), on each date that is on the numerically

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corresponding day in each calendar month that is one month after the borrowing of such RFR Loan (or, if there is no such numerically corresponding day, the last day of such month), (c) with respect to any Letter of Credit, the first business day of each calendar month, and (d) any additional date as the Backstop Administrative Agent may determine during the continuation of an event of default.

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IV.

Certain Conditions

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Initial Conditions:

The availability of the initial borrowings and other extensions of credit under the Backstop Facility on the Acquisition Closing Date will be subject only to the conditions set forth in Exhibit F hereto, subject to the Limited Conditionality Provisions (the date on which such conditions are satisfied and the Backstop Facility becomes effective, the “Backstop Effective Date”).

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On-Going Conditions:

The making of each extension of credit after the Acquisition Closing Date shall be conditioned upon (a) the accuracy of all representations and warranties in all material respects (or in all respects if such representation and warranty is qualified by “material” or “material adverse effect”) in the Backstop Credit Documentation (including, without limitation, the material adverse change and litigation representations) and (b) there being no default or event of default in existence at the time of, or after giving effect to the making of, such extension of credit. As used herein and in the Backstop Credit Documentation a “material adverse change” shall mean any event, development or circumstance that has had or could reasonably be expected to have a material adverse effect on (a) the business, assets, operations or financial condition of the Company and its subsidiaries taken as a whole, (b) the ability of any Backstop Borrower to perform any of its obligations under the Backstop Credit Documentation or (c) the validity or enforceability of any of the Backstop Credit Documentation or the rights or remedies of the Backstop Administrative Agent and the Backstop Lenders thereunder.

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V.

Certain Documentation Matters

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The Backstop Credit Documentation shall contain representations, warranties, covenants and events of default consistent with Backstop Documentation Principles, including, without limitation:

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Representations and Warranties:

Financial statements; absence of undisclosed liabilities; no material adverse change; corporate existence; compliance with law and agreements; corporate power and authority; enforceability of Backstop Credit Documentation; no conflict with law or contractual obligations; no material litigation; no

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default; ownership of property; liens; intellectual property; no burdensome restrictions; taxes; Federal Reserve regulations; ERISA, plan assets and prohibited transactions; Investment Company Act; subsidiaries; environmental matters; labor matters; accuracy of disclosure; security interest in Collateral; solvency; anti-corruption laws and sanctions, including policies and procedures with respect thereto; UK law centre of main interests and establishment; affected financial institutions; and Beneficial Ownership Regulation.

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Affirmative Covenants:

Delivery of financial statements, reports, projections, officers’ certificates and other information requested by the Backstop Lenders; payment of other obligations; continuation of business and maintenance of existence and material rights and privileges; compliance with laws (including implementation and maintenance of policies and procedures in respect of anti-corruption laws and sanctions) and material contractual obligations; maintenance of property and insurance; maintenance of books and records; right of the Backstop Lenders to inspect property and books and records; assurance of accuracy of information; notices of defaults, litigation and other material events; compliance with environmental laws; use of proceeds (including in respect of anti-corruption laws and sanctions); guarantor and foreign pledge requirements; UK law centre of main interests and establishment; and Beneficial Ownership Regulation.

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Financial Covenants:

The Company will comply with the following financial covenants:

- Total Net Leverage Ratio.  The Company shall maintain a ratio of (a) Consolidated Total Indebtedness minus Qualified Cash to (b) Consolidated EBITDA of not more than 3.50 to 1.00; provided that the Company may, on not more than two (2) occasions during the term of the Backstop Facility, elect to step up the Total Net Leverage Ratio covenant level to 4.00 to 1.00 for four consecutive fiscal quarters in connection with a permitted acquisition occurring during the first of such fiscal quarters if the aggregate consideration paid or to be paid in respect of such acquisition exceeds $200,000,000 (any such election in respect of the maximum Total Net Leverage Ratio being referred to as an “Acquisition Holiday”). Following the Company’s election to utilize an Acquisition Holiday, the Company shall not be permitted to request an additional Acquisition Holiday unless a full fiscal quarter shall have passed since the last day of the prior Acquisition Holiday.

- Interest Coverage Ratio.  The Company shall maintain a ratio of Consolidated EBITDA to Consolidated Interest Expense of not less than 3.00 to 1.00.

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“Qualified Cash” shall mean, as of any date of determination, the amount by which (a) the aggregate amount of unrestricted cash and Permitted Investments (net of related tax obligations, if any, for repatriation or withholding, and net of any transaction costs or expenses related thereto) that is (i) free and clear of all liens other than Permitted Encumbrances of the Company and its subsidiaries, (ii) not subject to any legal or contractual restrictions on repatriation to the United States at such time and (iii) in a lawful currency that is readily available, freely transferable and able to be converted into dollars, exceeds (b) $15,000,000; provided that in no event shall Qualified Cash exceed $50,000,000.

The definitions of Consolidated Total Indebtedness, Consolidated EBITDA, Consolidated Interest Expense, Permitted Encumbrances and Permitted Investments shall be consistent with the Backstop Documentation Principles.

Financial covenants shall be calculated (i) without giving effect to any election under Accounting Standards Codification 825-10-25 (or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) to value any indebtedness or other liabilities of the Company or any subsidiary at “fair value”, as defined therein and (ii) without giving effect to any treatment of indebtedness in respect of convertible debt instruments under Accounting Standards Codification 470-20 (or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) to value any such indebtedness in a reduced or bifurcated manner as described therein, and such indebtedness shall at all times be valued at the full stated principal amount thereof.

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Negative Covenants:

Limitations on: indebtedness (which shall be modified from the Existing Credit Agreement, to the extent necessary, to permit each of the Facilities that will be in effect on the Acquisition Closing Date and to permit any obligations outstanding under Permitted Factoring Arrangements (as defined below) to the extent such obligations constitute indebtedness); liens (which shall be modified from the Existing Credit Agreement, to the extent necessary, to permit pari passu liens on the Collateral to secure each of the Facilities that will be in effect on the Acquisition Closing Date, subject to an intercreditor agreement in form and substance reasonably satisfactory to the Backstop Facility Administrative Agent and to permit customary liens under Permitted Factoring Arrangements); mergers, consolidations, liquidations and dissolutions; sales of assets

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(which shall be modified to permit up to $5 million annually in receivables sales pursuant to existing factoring arrangements of the Target that will survive the Acquisition, on terms and conditions to be mutually agreed including with respect to the limited recourse requirements of such factoring arrangements (such factoring arrangements, the “Permitted Factoring Arrangements”)); dividends and other payments in respect of equity interests; investments, loans, advances, guarantees and acquisitions (which shall be modified (a) to permit (i) the Company’s investment in any non-Loan Party subsidiary that is a buyer under the Acquisition Agreement to the extent necessary to allow such non-Loan Party subsidiary buyer to pay its portion of purchase price consideration for the Acquisition, and (ii) the Company’s guaranty of any non-Loan Party subsidiary’s obligations under the Acquisition Agreement, and (b) to include the Acquisition without any condition within the definition of “Permitted Acquisition”); optional payments and modifications of subordinated debt instruments; transactions with affiliates; swap agreements; changes in fiscal year; restrictive agreements; non-guarantor subsidiaries; and changes in lines of business.

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Events of Default:

Nonpayment of principal or Letter of Credit reimbursement when due or nonpayment of any prepayment on the date established by borrower notice; nonpayment of interest, fees or other amounts after a grace period to be agreed upon; material inaccuracy of representations and warranties; Backstop Credit Documentation ceasing to be in full force and effect or any party thereto so asserting, or “default” thereunder which continues beyond any applicable grace period; violation of covenants (subject, in the case of certain affirmative covenants, to a grace period to be agreed upon); cross-default; bankruptcy events; certain ERISA events; material judgments; a change of control; and failure of valid first-priority liens under pledge agreements or any party thereto so asserting.

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Voting:

Amendments and waivers with respect to the Backstop Credit Documentation shall require the approval of Backstop Lenders holding greater than 50% of the aggregate amount of the Backstop Revolving Credit Loans, participations in Letters of Credit and Swing Line Loans and unused commitments under the Backstop Facility, except that (a) the consent of each Backstop Lender directly affected thereby shall be required with respect to (i) reductions in the amount or extensions of the scheduled date of final maturity of any Backstop Revolving Credit Loan, (ii) reductions in the rate of interest or any fee or extensions of any due date thereof and (iii) increases in the amount or extensions of the expiry date of any Backstop Lender’s commitment and (b) the consent of 100% of the Backstop Lenders shall be required with respect to (i) modifications to any of the voting percentages or pro rata

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sharing provisions or changes to the payment waterfall and (ii) release of the Company as a guarantor and releases of all or substantially all of the Collateral or all or substantially all of the Guarantors.

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Assignments
and Participations:

The Backstop Lenders shall be permitted to assign to certain eligible assignees all or a portion of their Backstop Revolving Credit Loans and commitments (subject, prior to the Backstop Effective Date, to the provisions of the Commitment Letter) with the consent, not to be unreasonably withheld, conditioned, or delayed, of (a) the Company (provided that the Company shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Backstop Administrative Agent within seven business days after having received notice thereof), unless (i) the assignee is a Backstop Lender, an affiliate of a Backstop Lender or an approved fund or (ii) an Event of Default has occurred and is continuing, (b) the Backstop Administrative Agent, (c) the Issuing Lender and (d) the Swing Line Lender. In the case of partial assignments (other than to another Backstop Lender, to an affiliate of a Backstop Lender or an approved fund), the minimum assignment amount shall be $5,000,000, unless otherwise agreed by the Company and the Backstop Administrative Agent.

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The Backstop Lenders shall also be permitted to sell participations in their Backstop Revolving Credit Loans. Participants shall have the same benefits as the Backstop Lenders with respect to yield protection and increased cost provisions. Voting rights of participants shall be limited to those matters with respect to which the affirmative vote of the Backstop Lender from which it purchased its participation would be required as described under “Voting” above. Pledges of Backstop Revolving Credit Loans in accordance with applicable law shall be permitted without restriction. Promissory notes shall be issued under the Backstop Facility only upon request.

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Yield Protection:

The Backstop Credit Documentation shall contain customary provisions (a) protecting each Backstop Lender against increased costs or loss of yield (as reasonably determined by such Backstop Lender which determination shall be made in good faith (and not on an arbitrary or capricious basis) and consistent with similarly situated customers of the applicable Backstop Lender under documentation having increased cost and yield protection provisions similar to those set forth in the Backstop Credit Documentation after consideration of such factors as such Backstop Lender then reasonably determines to be relevant) resulting from changes in reserve, tax, capital adequacy, liquidity and other requirements of law (including reflecting that both (x) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines,

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requirements and directives thereunder, issued in connection therewith or in implementation thereof and (y) all requests, rules, guidelines, requirements and directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III shall, in the case of each of the foregoing clause (x) and clause (y), be deemed to be a change in law regardless of the date enacted, adopted, issued or implemented) and from the imposition of or changes in withholding or other taxes and (b) indemnifying the Backstop Lenders for “breakage costs” incurred in connection with, among other things, any prepayment of a Term Benchmark Loan (as defined in Annex I) on a day other than the last day of an Interest Period (as defined in Annex I) with respect thereto.

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Limitation of Liability, Expenses and Indemnification:

The Backstop Administrative Agent, the Backstop Lead Arranger, the Backstop Lenders and the Issuing Lenders (and their affiliates and their respective officers, directors, employees, advisors and agents) shall not have any Liabilities (as defined below), on any theory of liability, for any special, indirect, consequential or punitive damages incurred by the Company or any of its subsidiaries arising out of, in connection with, or as a result of, the Backstop Facility or the Backstop Credit Documentation. As used herein, the term “Liabilities” shall mean any losses, claims (including intraparty claims), demands, damages or liabilities of any kind.

The Backstop Borrowers shall pay (a) all reasonable and documented out-of-pocket expenses of the Backstop Administrative Agent and the Backstop Lead Arranger and their affiliates associated with the syndication of the Backstop Facility and the preparation, execution, delivery and administration of the Backstop Credit Documentation and any amendment or waiver with respect thereto (including the reasonable and documented fees, disbursements and other charges of counsel) and (b) all out-of-pocket expenses of the Backstop Administrative Agent and the Backstop Lenders (including the fees, disbursements and other charges of counsel) in connection with the enforcement of the Backstop Credit Documentation.

The Backstop Administrative Agent, the Backstop Lead Arranger, the Backstop Lenders and the Issuing Lenders (and their affiliates and their respective officers, directors, employees, advisors and agents) (each an “Indemnified Person”) will be indemnified and held harmless against, any Liabilities or expenses (including the fees, disbursements and other charges of counsel) incurred by such Indemnified Person in connection with or as a result of (i) the execution and delivery of the Backstop Credit Documentation and any agreement or

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instrument contemplated thereby; (ii) the funding of the Backstop Facility, issuance of letters of credit thereunder, or the use or proposed use of proceeds thereof; (iii) any act or omission of the Backstop Administrative Agent in connection with the administration of the Backstop Credit Documentation; (iv) any actual or alleged presence or release of hazardous materials on or from any property owned or operated by the Company or any of its subsidiaries, or any environmental liability resulting from the handling of hazardous materials or violation of environmental laws, related in any way to the Company or any of its subsidiaries; and (v) any actual or prospective claim, litigation, investigation, arbitration or administrative, judicial or regulatory action or proceeding (each, a “Proceeding”) in any jurisdiction relating to any of the foregoing (including in relation to enforcing the terms of the limitation of liability and indemnification referred to above), regardless of whether or not any Indemnified Person is a party thereto and whether or not such Proceeding is brought by the Company, its affiliates or equity holders or any other party; provided that such indemnification shall not, as to any Indemnified Person, be available to the extent that such Liabilities or expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted primarily from (i) the gross negligence or willful misconduct of such Indemnified Person in performing its activities or in furnishing its commitments or services under the Backstop Credit Documentation or (ii) the material breach of the obligations of such Indemnified Person under the Backstop Credit Documentation.

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Defaulting Lenders, EU and UK Bail-In, ERISA Fiduciary Status, Delaware Divisions, QFC Stay Regulations and Erroneous Payments:

The Backstop Credit Documentation will contain customary provisions in respect of defaulting lenders, European Union/United Kingdom bail-in, lender representations as to fiduciary status under ERISA, divisions and plans of division under Delaware law, qualified financial contracts and erroneous payments.

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Governing Law and Forum:

State of New York; provided that (i) the determination of the accuracy of any Specified Acquisition Agreement Representation and whether as a result of the inaccuracy thereof you (or your affiliate) have the right to terminate your (or its) obligations under the Acquisition Agreement, or decline to close under the Acquisition Agreement or consummate the Acquisition and (ii) the determination of whether the Acquisition has been consummated in accordance with the terms of the Acquisition Agreement shall, in each case, be governed by, and construed in accordance with, the laws of England and Wales, regardless of the laws that might otherwise govern under applicable principles of conflicts of laws of England and Wales or any other jurisdiction that would cause the application of the laws of any jurisdiction other than the laws of England of Wales.

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Forum shall be the United States District Court for the Southern District of New York sitting in the Borough of Manhattan (or if such court lacks subject matter jurisdiction, the Supreme Court of the State of New York sitting in the Borough of Manhattan), and any appellate court from any thereof.

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Counsel to the
Backstop Administrative Agent
and JPMorgan:

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Sidley Austin LLP.

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Interest Rate Options:

Each Backstop Borrower may elect that the Backstop Revolving Credit Loans comprising each borrowing bear interest at a rate per annum equal to:

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With respect to Loans in U.S. Dollars:

the ABR plus the Applicable Margin; or

the Adjusted Term SOFR Rate plus the Applicable Margin;

With respect to Loans in Euro:

the Adjusted EURIBOR Rate plus the Applicable Margin.

With respect to Loans in Pounds Sterling:

the Daily Simple SONIA Rate plus the Applicable Margin.

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provided, that all Swing Line Loans shall be denominated in U.S. Dollars and bear interest based upon the ABR. Adjusted Daily Simple SOFR shall only be available as a fallback rate.

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As used herein:

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“ABR” means the highest of (i) the rate of interest last quoted by The Wall Street Journal in the U.S. as the prime rate in effect (the “Prime Rate”), (ii) the NYFRB Rate from time to time plus 0.5% and (iii) the Adjusted Term SOFR Rate for a one month Interest Period plus 1%. If the ABR as determined pursuant to the foregoing would be less than 1.00%, such rate shall be deemed to be 1.00%.

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“Adjusted Daily Simple SOFR Rate” means, for any day, Daily Simple SOFR, plus 0.10%; provided that if the Adjusted Daily Simple 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 calculating such rate.

“Adjusted EURIBOR Rate” means the EURIBOR Rate, as adjusted for statutory reserve requirements for eurocurrency liabilities; provided that if the Adjusted EURIBOR 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 calculating such rate.

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“Adjusted Term SOFR Rate” means the Term SOFR Rate, plus 0.10%; 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 calculating such rate.

“Applicable Margin” means a percentage determined in accordance with the pricing grid attached hereto as Annex I-A.

“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).

“Daily Simple SOFR” means, for any day, SOFR, with a 5 RFR Business Day lookback.

“Daily Simple SONIA Rate” means, for any day, SONIA, with a 5 RFR Business Day lookback; provided that if the Daily Simple SONIA 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 calculating such rate.

“EURIBOR Rate” means, for any day and time, with respect to any Term Benchmark borrowing denominated in Euro for any Interest Period, the EURIBOR Screen Rate, two TARGET Days prior to the commencement of such Interest Period.

“EURIBOR Screen Rate” means the euro interbank offered rate administered by the European Money Markets Institute (or any other person which takes over the administration of that rate) for the relevant period displayed (before any correction, recalculation or republication by the administrator) on page EURIBOR01 of the Thomson Reuters screen (or any replacement Thomson Reuters page which displays that rate) or on the appropriate page of such other information service which publishes that rate from time to time in place of Thomson Reuters published at approximately 11:00 a.m. Brussels time two TARGET Days prior to the commencement of such Interest Period. If such page or service ceases to be available, the Backstop Administrative Agent may specify another page or service displaying the relevant rate.

“Federal Funds Effective 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 the NYFRB shall set forth on its public website from time to time, and published on the next succeeding Business Day by the NYFRB as the federal funds effective rate, provided that if the Federal Funds Effective Rate shall be less than zero, such rate shall be deemed to zero for the purposes of calculating such rate.

“Floor” means the benchmark rate floor, if any, provided in the Backstop Credit Documentation initially (as of the execution of the

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Backstop Credit Documentation, the modification, amendment or renewal of the Backstop Credit Documentation or otherwise) with respect to the Adjusted Term SOFR Rate, Adjusted EURIBOR Rate, each RFR Rate or the central bank rate (as defined in the Backstop Credit Documentation), as applicable. For the avoidance of doubt, the initial Floor for each of Adjusted Term SOFR Rate, Adjusted EURIBOR Rate, each RFR Rate or the central bank rate shall be 0%.

“Interest Period” means, with respect to any Term Benchmark, a period of one, three or six months.

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

“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; provided, that if any of the aforesaid rates shall be less than zero, such rate shall be deemed to be zero for purposes of calculating such rate.

“Overnight Bank Funding Rate” means, for any day, the rate comprised of both overnight federal funds and overnight Eurodollar transactions denominated in U.S. Dollars by U.S.-managed banking offices of depository institutions, as such composite rate shall be determined by the NYFRB as set forth on its public website from time to time, and published on the next succeeding Business Day by the NYFRB as an overnight bank funding rate (from and after such date as the NYFRB shall commence to publish such composite rate).

“RFR Rate” when used in reference to any Backstop Revolving Credit Loan or borrowing, refers to whether such Backstop Revolving Credit Loan, or the Backstop Revolving Credit Loans comprising such borrowing, bear interest at a rate determined by reference to the Adjusted Daily Simple SOFR Rate or the Daily Simple SONIA Rate.

“RFR Business Day” means, for any Backstop Revolving Credit Loan denominated in (a) Pounds Sterling, any day except for (i) a Saturday, (ii) a Sunday or (iii) a day on which banks are closed for general business in London and (b) Dollars, a U.S. Government Securities Business Day.

“SOFR” means, with respect to any business day, a rate per annum equal to the secured overnight financing rate for such business day published by the NYFRB on the NYFRB’s website on the immediately succeeding business day.

“SONIA” means, with respect to any business day, a rate per annum equal to the Sterling Overnight Index Average for such business day published by the Bank of England (or any successor administrator of the Sterling Overnight Index Average) on its website.

“TARGET Day” means any day on which the real time gross

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settlement system operated by the Eurosystem, or any successor system, is open for the settlement of payments in Euro.

“Term Benchmark” when used in reference to any Backstop Revolving Credit Loan or borrowing, refers to whether such Backstop Revolving Credit Loan, or the Backstop Revolving Credit Loans comprising such borrowing, bear interest at a rate determined by reference to the Adjusted Term SOFR Rate or the Adjusted EURIBOR Rate.

“Term SOFR Rate” means, with respect to any Term Benchmark borrowing denominated in U.S. Dollars for any Interest Period, the Term SOFR Reference Rate at approximately 5:00 a.m., Chicago time, two U.S. Government Securities Business Days prior to the commencement of such Interest Period, as such rate is published by the CME Term SOFR Administrator.

“Term SOFR Reference Rate” means, for any day and time, with respect to any Term Benchmark Borrowing denominated in U.S. Dollars and for any tenor comparable to the applicable Interest Period, the rate per annum published by the CME Term SOFR Administrator and identified by the Backstop Administrative Agent as the forward-looking term rate based on SOFR.

“U.S. Government Securities Business Day” means any day except for (i) a Saturday, (ii) a Sunday or (iii) a day on which the Securities Industry and Financial Markets Association recommends that the fixed income departments of its members be closed for the entire day for purposes of trading in United States government securities.

The Backstop Credit Documentation will contain provisions consistent with Backstop Documentation Principles respect to a replacement of any Term Benchmark or RFR Rate.

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Interest Payment Dates:

In the case of Backstop Revolving Credit Loans bearing interest based upon the ABR (“ABR Loans”), quarterly in arrears.

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In the case of Backstop Revolving Credit Loans bearing interest based upon a Term Benchmark (“Term Benchmark Loans”), on the last day of each relevant Interest Period and, in the case of any Interest Period longer than three months, on each successive date three months after the first day of such Interest Period.

In the case of Backstop Revolving Credit Loans bearing interest based upon an RFR Rate (“RFR Loans”), monthly in arrears.

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Facility Fees:

The Backstop Borrowers shall pay a facility fee calculated at the rate prescribed in the pricing grid attached hereto as Annex I-A on the aggregate amount of the Backstop Facility (whether drawn or undrawn), payable quarterly in arrears.

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Letter of Credit Fees:

The Backstop Borrowers shall pay a commission on all outstanding

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Letters of Credit at a per annum rate equal to the Applicable Margin then in effect with respect to Term Benchmark Loans on the face amount of each such Letter of Credit. Such commission shall be shared ratably among the Backstop Lenders and shall be payable quarterly in arrears.

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A fronting fee equal to 0.125% per annum on the face amount of each Letter of Credit shall be payable quarterly in arrears to the Issuing Lender for its own account. In addition, customary administrative, issuance, amendment, payment and negotiation charges shall be payable to the Issuing Lender for its own account.

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Default Rate:

At any time when any Backstop Borrower is in default in the payment of any amount of principal due under the Backstop Facility, such amount shall bear interest at 2% above the rate otherwise applicable thereto. Overdue interest, fees and other amounts shall bear interest at 2% above the rate applicable to ABR Loans.

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Rate and Fee Basis:

All per annum rates shall be calculated on the basis of a year of 360 days (or 365/366 days, in the case of Backstop Revolving Credit Loans bearing interest based on the Daily Simple SONIA Rate or the Alternate Base Rate when based on the Prime Rate) for actual days elapsed.

Pricing
Level

Total Net Leverage
Ratio

Facility Fee

Applicable Margin for
Term Benchmark
Loans and RFR Loans

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Applicable Margin for
ABR Loans

Level I

< 1.00 to 1.00

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0.125%

1.25%

0.25%

Level II

> 1.00 to 1.00 but

< 1.75 to 1.00

0.15%

1.35%

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0.35%

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Level III

> 1.75 to 1.00 but

< 2.50 to 1.00

0.175%

1.45%

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0.45%

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Level IV

> 2.50 to 1.00 but

< 3.25 to 1.00

0.20%

1.55%

0.55%

Level V

> 3.25 to 1.00

0.25%

1.75%

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0.75%

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I.

Parties

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Borrower:

ESCO Technologies Inc. (the “Company” or the “Bridge Borrower”).

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Guarantors:

Each of the Company’s material direct and indirect subsidiaries (with materiality defined substantially as set forth in the Existing Credit Agreement and any other subsidiary of the Company that guarantees indebtedness of the Company (collectively, the “Guarantors”), shall unconditionally guaranty all of the Bridge Borrower’s obligations under and in connection with the Bridge Facility (as defined below) and certain interest rate swaps, currency or other hedging obligations and banking services obligations owing to any Bridge Lender (as defined below) or any affiliate thereof; provided that if a guaranty by a foreign subsidiary (or a domestic subsidiary of another foreign subsidiary) of the obligations of the Company or any domestic subsidiary would be likely to give rise to an adverse tax or accounting consequence, such guaranty shall not be required. In addition, the Bridge Credit Documentation (as defined below) will contain the Bridge Administrative Agent’s (as defined below) standard carve-outs for guarantees of (and collateral support for) certain swap obligations by subsidiaries that are not eligible contract participants under the Commodity Exchange Act. Notwithstanding the foregoing, additional foreign subsidiaries may be excluded from the guarantee requirements in circumstances where the Bridge Administrative Agent reasonably determines that the cost of providing such a guarantee is excessive in relation to the value afforded thereby.

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Collateral:

The obligations of the Bridge Borrower and the Guarantors

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under the Bridge Facility shall be secured by a pledge of, and first priority perfected security interest in 100% of the equity interests of each of the Bridge Borrower’s and Guarantors’ existing and future direct and indirect material foreign subsidiaries; provided, that if a pledge of 100% of the voting shares of equity interests of any such material foreign subsidiary would be likely to give rise to an adverse tax or accounting consequence, such pledge shall be limited to 65% of the voting equity interests of the first-tier foreign subsidiary in the relevant ownership chain. All of the collateral security described above is referred to collectively as the “Collateral.” The Collateral will also secure certain interest rate swaps, currency or other hedging obligations and banking services obligations owing to any Bridge Lender or any affiliate thereof.  Notwithstanding the foregoing, equity interests of certain material foreign subsidiaries may be excluded from the collateral in circumstances where the Bridge Administrative Agent reasonably determines that the cost of providing a pledge of such equity interests is excessive in relation to the value afforded thereby. The obligations under any other Facilities shall be permitted to be secured by pari passu liens on the Collateral, subject to an intercreditor agreement reasonably satisfactory to the Bridge Administrative Agent.

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Sole Lead Arranger
and Sole Bookrunner:

JPMorgan (in such capacity, the “Bridge Lead Arranger”).

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Administrative Agent:

JPMorgan (in such capacity, the “Bridge Administrative Agent”).

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Lenders:

Initially, JPMorgan, but may subsequently be assigned (subject, prior to the Bridge Effective Date, to the provisions of the Commitment Letter) to other banks, financial institutions and other entities as described herein (collectively, the “Bridge Lenders”).

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Documentation Principles:

The documentation in respect of the Bridge Facility (the “Bridge Credit Documentation”) shall contain provisions substantially similar to those set forth in (i) the Existing Credit Agreement and (ii) the other “Loan Documents” (as defined in the Existing Credit Agreement) executed and delivered in connection therewith.

As used herein, the phrase “substantially similar to the Existing Credit Agreement” or references to being the “same” as the Existing Credit Agreement means substantially the same as the Existing Credit Agreement, with only such changes and modifications that are necessary or appropriate to (i) reflect the terms of this term sheet (including (x) the incorporation of a term loan structure rather than the revolving credit facility

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structure of the Existing Credit Agreement and (y) the absence of foreign borrowers and currencies), (ii) reflect any changes in law, documentation policies or accounting standards since the date of the Existing Credit Agreement, (iii) reflect the Bridge Administrative Agent’s current agency and back-office practices and operations (including, without limitation, the Bridge Administrative Agent’s customary provisions in respect of benchmark replacement), in each case as reasonably agreed to by the Company, and (iv) effect such other changes as are mutually agreeable to the parties to the Bridge Credit Documentation.

The principles set forth above constitute the “Bridge Documentation Principles”.

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II.

Bridge Facility

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Type and Amount of Facility:

A 364-day bridge term loan facility (the “Bridge Facility”) in the amount of $300,000,000 (the loans thereunder, the “Bridge Loans”).

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Availability:

The Bridge Facility shall be available in a single drawing on the Acquisition Closing Date.

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Maturity:

The date that is 364 days after the Bridge Effective Date. For the avoidance of doubt, the Bridge Loans shall not have required amortization.

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Purpose:

The proceeds of the Bridge Loans shall be used to finance the Acquisition and Transaction Expenses.

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III.

Certain Payment Provisions

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Fees and Interest Rates:

As set forth on Annex I.

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Optional Prepayments:

Bridge Loans may be prepaid by the Company in minimum amounts substantially consistent with the Existing Credit Agreement.

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Mandatory Prepayments and Commitment Reductions:

Commitments in respect of the Bridge Facility reflected in the Commitment Letter shall be automatically reduced (so long as such reduction is permitted pursuant to the terms of the Acquisition Agreement), and, other than in the case of clause (a)(ii) or (b)(ii) below, from and after the Acquisition Closing Date, Bridge Loans shall be repaid, in each case, on a dollar-for-dollar basis by:

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(a) 100% of (i) the net cash proceeds of any indebtedness (other than revolving indebtedness) for borrowed money issued by the Company or any of its subsidiaries or (ii) any commitments received by the Company or any of its subsidiaries in respect of indebtedness (other than revolving indebtedness) for borrowed money that are permitted to be used to finance the Acquisition so long as the conditions to borrowing of any such indebtedness on the Acquisition Closing Date are not more restrictive than the conditions to borrowing of the Bridge Facility on the Acquisition Closing Date, including proceeds of the Best Efforts Incremental Facility but excluding (1) any intercompany indebtedness of the Company or any of its subsidiaries, (2) any working capital facilities (including receivables securitization facilities) of the Company or any of its subsidiaries, (3) any commercial paper, (4) capital leases or other indebtedness issued or incurred to finance the acquisition of fixed or capital assets, (5) other indebtedness for borrowed money to be agreed upon and (6) any commitments in respect of or loans incurred under the Backstop Facility;

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(b) (i) the incurrence of any revolving indebtedness for borrowed money by the Company or any of its subsidiaries (other than the existing revolving commitments under the Existing Credit Agreement or the Backstop Facility) or (ii) the receipt by the Company or any of its affiliates of revolving commitments in respect of indebtedness for borrowed money (other than commitments in respect of the Facility) that are permitted to be used to finance the Acquisition so long as the conditions to borrowing of such indebtedness on the Acquisition Closing Date are not more restrictive than the conditions to borrowing of the Bridge Facility on the Acquisition Closing Date;

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(c) 100% of the net cash proceeds from issuances of new equity (including hybrid instruments) by the Company, excluding (i) equity issuances made pursuant to employee stock plans or employee compensation plans or contributed to pension funds (including any equity securities issued upon conversion or exercise of any of the foregoing), (ii) equity issued to sellers as consideration for any other acquisition by the Company or its subsidiaries, and (iii) equity interests or such other securities issued or transferred as consideration in connection with any acquisition or joint venture arrangement; and

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(d) 100% of the net cash proceeds from any non-ordinary course asset sale or other disposition of assets (including as a result of casualty or condemnation) by the Company or any of its subsidiaries; provided that the proceeds of the following transactions shall be excluded (i) each voluntary asset disposition to the extent (x) the aggregate amount of such net cash proceeds of each such asset sale under this clause (i) is less

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than $10,000,000 and (y) the aggregate amount of such net cash proceeds from all such non-ordinary course asset sales under this clause (i) does not exceed $25,000,000, (ii) any non-ordinary course sale or other disposition that are reinvested, or committed to be reinvested, in assets to be used in the Company’s, within 12 months of receipt of such proceeds, (iii) dispositions of obsolete or worn-out property and property no longer used or useful in the business, (iv) intercompany dispositions, and (v) dispositions by or of foreign subsidiaries to the extent the repatriation of the proceeds of such dispositions would result in material adverse tax consequences as reasonably determined by the Company.

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IV.

Certain Conditions

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Initial Conditions:

The availability of the initial borrowings and other extensions of credit under the Bridge Facility on the Acquisition Closing Date will be subject only to the conditions set forth in Annex F hereto, subject to the Limited Conditionality Provisions (the date on which such conditions are satisfied and the Bridge Facility becomes effective, the “Bridge Effective Date”).

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V.

Certain Documentation Matters

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The Bridge Credit Documentation shall contain representations, warranties, covenants and events of default that are consistent with Bridge Documentation Principles, including, without limitation:

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Representations and Warranties:

Financial statements; absence of undisclosed liabilities; no material adverse change; corporate existence; compliance with law and agreements; corporate power and authority; enforceability of Bridge Credit Documentation; no conflict with law or contractual obligations; no material litigation; no default; ownership of property; liens; intellectual property; no burdensome restrictions; taxes; Federal Reserve regulations; ERISA, plan assets and prohibited transactions; Investment Company Act; subsidiaries; environmental matters; labor matters; accuracy of disclosure; security interest in Collateral; solvency; anti-corruption laws and sanctions, including policies and procedures with respect thereto; UK law centre of main interests and establishment; affected financial institutions; and Beneficial Ownership Regulation.

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Affirmative Covenants:

Delivery of financial statements, reports, projections, officers’ certificates and other information requested by the Bridge Lenders; payment of other obligations; continuation of business and maintenance of existence and material rights and privileges; compliance with laws (including implementation and maintenance of policies and procedures in respect of anti-

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corruption laws and sanctions) and material contractual obligations; maintenance of property and insurance; maintenance of books and records; right of the Bridge Lenders to inspect property and books and records; assurance of accuracy of information; notices of defaults, litigation and other material events; compliance with environmental laws; use of proceeds (including in respect of anti-corruption laws and sanctions); guarantor and foreign pledge requirements; UK law centre of main interests and establishment; and Beneficial Ownership Regulation.

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Financial Covenants:

The Company will comply with the following financial covenants:

- Total Net Leverage Ratio. The Company shall maintain a ratio of (a) Consolidated Total Indebtedness minus Qualified Cash to (b) Consolidated EBITDA of not more than 3.50 to 1.00; provided that the Company may, on not more than two (2) occasions during the term of the Bridge Facility, elect to step up the Total Net Leverage Ratio covenant level to 4.00 to 1.00 for four consecutive fiscal quarters in connection with a permitted acquisition occurring during the first of such fiscal quarters if the aggregate consideration paid or to be paid in respect of such acquisition exceeds $200,000,000 (any such election in respect of the maximum Total Net Leverage Ratio being referred to as an “Acquisition Holiday”). Following the Company’s election to utilize an Acquisition Holiday, the Company shall not be permitted to request an additional Acquisition Holiday unless a full fiscal quarter shall have passed since the last day of the prior Acquisition Holiday.

- Interest Coverage Ratio. The Company shall maintain a ratio of Consolidated EBITDA to Consolidated Interest Expense of not less than 3.00 to 1.00.

“Qualified Cash” shall mean, as of any date of determination, the amount by which (a) the aggregate amount of unrestricted cash and Permitted Investments (net of related tax obligations, if any, for repatriation or withholding, and net of any transaction costs or expenses related thereto) that is (i) free and clear of all liens other than Permitted Encumbrances of the Company and its subsidiaries, (ii) not subject to any legal or contractual restrictions on repatriation to the United States at such time and (iii) in a lawful currency that is readily available, freely transferable and able to be converted into dollars, exceeds (b) $15,000,000; provided that in no event shall Qualified Cash exceed $50,000,000.

The definitions of Consolidated Total Indebtedness,

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Consolidated EBITDA, Consolidated Interest Expense, Permitted Encumbrances and Permitted Investments shall be consistent with Bridge Documentation Principles.

Financial covenants shall be calculated (i) without giving effect to any election under Accounting Standards Codification 825-10-25 (or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) to value any indebtedness or other liabilities of the Company or any subsidiary at “fair value”, as defined therein and (ii) without giving effect to any treatment of indebtedness in respect of convertible debt instruments under Accounting Standards Codification 470-20 (or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) to value any such indebtedness in a reduced or bifurcated manner as described therein, and such indebtedness shall at all times be valued at the full stated principal amount thereof.

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Negative Covenants:

Limitations on: indebtedness (which shall be modified from the Existing Credit Agreement, to the extent necessary, to permit each of the Facilities that will be in effect on the Acquisition Closing Date and to permit any obligations outstanding under Permitted Factoring Arrangements (as defined below) to the extent such obligations constitute indebtedness); liens (which shall be modified from the Existing Credit Agreement, to the extent necessary, to permit pari passu liens on the Collateral to secure each of the Facilities that will be in effect on the Acquisition Closing Date, subject to an intercreditor agreement in form and substance reasonably satisfactory to the Bridge Administrative Agent and to permit customary liens under Permitted Factoring Arrangements); mergers, consolidations, liquidations and dissolutions; sales of assets (which shall be modified to permit up to $5 million annually in receivables sales pursuant to existing factoring arrangements of the Target that will survive the Acquisition, on terms and conditions to be mutually agreed including with respect to the limited recourse requirements of such factoring arrangements (such factoring arrangements, the “Permitted Factoring Arrangements”)); dividends and other payments in respect of equity interests; investments, loans, advances, guarantees and acquisitions (which shall be modified (a) to permit (i) the Company’s investment in any non-Loan Party subsidiary that is a buyer under the Acquisition Agreement to the extent necessary to allow such non-Loan Party subsidiary buyer to pay its portion of purchase price consideration for the Acquisition, and (ii) the Company’s guaranty of any non-Loan Party subsidiary’s obligations under the Acquisition Agreement, and (b) to include the Acquisition without any condition within the definition of

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“Permitted Acquisition”); optional payments and modifications of subordinated debt instruments; transactions with affiliates; swap agreements; changes in fiscal year; restrictive agreements; non-guarantor subsidiaries; and changes in lines of business.

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Events of Default:

Nonpayment of principal when due or nonpayment of any prepayment on the date established by borrower notice; nonpayment of interest, fees or other amounts after a grace period to be agreed upon; material inaccuracy of representations and warranties; Bridge Credit Documentation ceasing to be in full force and effect or any party thereto so asserting, or “default” thereunder which continues beyond any applicable grace period; violation of covenants (subject, in the case of certain affirmative covenants, to a grace period to be agreed upon); cross-default; bankruptcy events; certain ERISA events; material judgments; a change of control; and failure of valid first-priority liens under pledge agreements or any party thereto so asserting.

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Voting:

Amendments and waivers with respect to the Bridge Credit Documentation shall require the approval of Bridge Lenders holding greater than 50% of the aggregate amount of the Bridge Loans and unused commitments under the Bridge Facility, except that (a) the consent of each Bridge Lender directly affected thereby shall be required with respect to (i) reductions in the amount or extensions of the scheduled date of final maturity of any Bridge Loan, (ii) reductions in the rate of interest or any fee or extensions of any due date thereof and (iii) increases in the amount or extensions of the expiry date of any Bridge Lender’s commitment and (b) the consent of 100% of the Bridge Lenders shall be required with respect to (i) modifications to any of the voting percentages or pro rata sharing provisions or changes to the payment waterfall and (ii) release of the Company as a guarantor and releases of all or substantially all of the Collateral or all or substantially all of the Guarantors.

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Assignments
and Participations:

The Bridge Lenders shall be permitted to assign (subject, prior to the Bridge Effective Date, to the provisions of the Commitment Letter) to certain eligible assignees all or a portion of their Bridge Loans and commitments with the consent, not to be unreasonably withheld, conditioned, or delayed, of (a) the Company (provided that the Company shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Bridge Administrative Agent within seven business days after having received notice thereof), unless (i) the assignee is a Bridge Lender, an affiliate of a Bridge Lender or an approved fund or (ii) an Event of Default has occurred and is continuing and (b) the Bridge Administrative Agent. In the case of partial assignments (other than to another Bridge Lender, to an affiliate of a Bridge Lender or an approved

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fund), the minimum assignment amount shall be $5,000,000, unless otherwise agreed by the Company and the Administrative Agent.

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The Bridge Lenders shall also be permitted to sell participations in their Bridge Loans. Participants shall have the same benefits as the Bridge Lenders with respect to yield protection and increased cost provisions. Voting rights of participants shall be limited to those matters with respect to which the affirmative vote of the Bridge Lender from which it purchased its participation would be required as described under “Voting” above. Pledges of Bridge Loans in accordance with applicable law shall be permitted without restriction. Promissory notes shall be issued under the Bridge Facility only upon request.

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Yield Protection:

The Bridge Credit Documentation shall contain customary provisions (a) protecting each Bridge Lender against increased costs or loss of yield (as reasonably determined by such Bridge Lender which determination shall be made in good faith (and not on an arbitrary or capricious basis) and consistent with similarly situated customers of the applicable Bridge Lender under documentation having increased cost and yield protection provisions similar to those set forth in the Bridge Credit Documentation after consideration of such factors as such Bridge Lender then reasonably determines to be relevant) resulting from changes in reserve, tax, capital adequacy, liquidity and other requirements of law (including reflecting that both (x) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines, requirements and directives thereunder, issued in connection therewith or in implementation thereof and (y) all requests, rules, guidelines, requirements and directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III shall, in the case of each of the foregoing clause (x) and clause (y), be deemed to be a change in law regardless of the date enacted, adopted, issued or implemented) and from the imposition of or changes in withholding or other taxes and (b) indemnifying the Bridge Lenders for “breakage costs” incurred in connection with, among other things, any prepayment of a Term Benchmark Loan (as defined in Annex I) on a day other than the last day of an Interest Period (as defined in Annex I) with respect thereto.

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Limitation of Liability, Expenses and Indemnification:

The Bridge Administrative Agent, the Bridge Lead Arranger and the Bridge Lenders (and their affiliates and their respective officers, directors, employees, advisors and agents) shall not have any Liabilities (as defined below), on any theory of liability, for any special, indirect, consequential or punitive damages incurred by the Company or any of its subsidiaries

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arising out of, in connection with, or as a result of, the Bridge Facility or the Bridge Credit Documentation. As used herein, the term “Liabilities” shall mean any losses, claims (including intraparty claims), demands, damages or liabilities of any kind.

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The Bridge Borrower shall pay (a) all reasonable and documented out-of-pocket expenses of the Bridge Administrative Agent and the Bridge Lead Arranger and its affiliates associated with the syndication of the Bridge Facility and the preparation, execution, delivery and administration of the Bridge Credit Documentation and any amendment or waiver with respect thereto (including the reasonable and documented fees, disbursements and other charges of counsel) and (b) all out-of-pocket expenses of the Bridge Administrative Agent and the Bridge Lenders (including the fees, disbursements and other charges of counsel) in connection with the enforcement of the Bridge Credit Documentation.

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The Bridge Administrative Agent, the Bridge Lead Arranger and the Bridge Lenders (and their affiliates and their respective officers, directors, employees, advisors and agents) (each an “Indemnified Person”) will be indemnified and held harmless against, any Liabilities or expenses (including the fees, disbursements and other charges of counsel) incurred by such Indemnified Person in connection with or as a result of (i) the execution and delivery of the Bridge Credit Documentation and any agreement or instrument contemplated thereby; (ii) the funding of the Bridge Facility or the use or proposed use of proceeds thereof; (iii) any act or omission of the Bridge Administrative Agent in connection with the administration of the Bridge Credit Documentation; (iv) any actual or alleged presence or release of hazardous materials on or from any property owned or operated by the Company or any of its subsidiaries, or any environmental liability resulting from the handling of hazardous materials or violation of environmental laws, related in any way to the Company or any of its subsidiaries; and (v) any actual or prospective claim, litigation, investigation, arbitration or administrative, judicial or regulatory action or proceeding (each, a “Proceeding”) in any jurisdiction relating to any of the foregoing (including in relation to enforcing the terms of the limitation of liability and indemnification referred to above), regardless of whether or not any Indemnified Person is a party thereto and whether or not such Proceeding is brought by the Company, its affiliates or equity holders or any other party; provided that such indemnification shall not, as to any Indemnified Person, be available to the extent that such Liabilities or expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted primarily from (i) the gross negligence or willful misconduct of such Indemnified Person in performing its activities or in furnishing its

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commitments or services under the Bridge Credit Documentation or (ii) the material breach of the obligations of such Indemnified Person under the Bridge Credit Documentation.

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Defaulting Lenders, EU and UK Bail-In, ERISA Fiduciary Status, Delaware Divisions, QFC Stay Regulations and Erroneous Payments:

The Bridge Credit Documentation will contain customary provisions in respect of defaulting lenders, European Union/United Kingdom bail-in, lender representations as to fiduciary status under ERISA, divisions and plans of division under Delaware law, qualified financial contracts and erroneous payments.

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Governing Law and Forum:

State of New York; provided that (i) the determination of the accuracy of any Specified Acquisition Agreement Representation and whether as a result of the inaccuracy thereof you (or your affiliate) have the right to terminate your (or its) obligations under the Acquisition Agreement, or decline to close under the Acquisition Agreement or consummate the Acquisition and (ii) the determination of whether the Acquisition has been consummated in accordance with the terms of the Acquisition Agreement shall, in each case, be governed by, and construed in accordance with, the laws of England and Wales, regardless of the laws that might otherwise govern under applicable principles of conflicts of laws of England and Wales or any other jurisdiction that would cause the application of the laws of any jurisdiction other than the laws of England of Wales. Forum shall be the United States District Court for the Southern District of New York sitting in the Borough of Manhattan (or if such court lacks subject matter jurisdiction, the Supreme Court of the State of New York sitting in the Borough of Manhattan), and any appellate court from any thereof.

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Counsel to the
Administrative Agent
and JPMorgan:

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Sidley Austin LLP.

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Interest Rate Options:

The Bridge Borrower may elect that the Bridge Loans comprising each borrowing bear interest at a rate per annum equal to:

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the ABR plus the Applicable Margin; or

the Adjusted Term SOFR Rate plus the Applicable Margin.

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Adjusted Daily Simple SOFR shall only be available as a fallback rate.

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As used herein:

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“ABR” means the highest of (i) the rate of interest last quoted by The Wall Street Journal in the U.S. as the prime rate in effect (the “Prime Rate”), (ii) the NYFRB Rate from time to time plus 0.5% and (iii) the Adjusted Term SOFR Rate for a one month Interest Period plus 1%. If the ABR as determined pursuant to the foregoing would be less than 1.00%, such rate shall be deemed to be 1.00%.

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“Adjusted Daily Simple SOFR Rate” means, for any day, Daily Simple SOFR, plus 0.10%; provided that if the Adjusted Daily Simple 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 calculating such rate.

“Adjusted Term SOFR Rate” means the Term SOFR Rate, plus 0.10%; 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 calculating such rate.

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“Applicable Margin” means a percentage determined in accordance with the pricing grid attached hereto as Annex I-A.

“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).

“Daily Simple SOFR” means, for any day, SOFR, with a 5 RFR Business Day lookback.

“Federal Funds Effective 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 the NYFRB shall set forth on its public website from time to time, and published on the next succeeding Business Day by the NYFRB as the federal funds

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effective rate, provided that if the Federal Funds Effective Rate shall be less than zero, such rate shall be deemed to zero for the purposes of calculating such rate.

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“Floor” means the benchmark rate floor, if any, provided in the Bridge Credit Documentation initially (as of the execution of the Bridge Credit Documentation, the modification, amendment or renewal of the Bridge Credit Documentation or otherwise) with respect to the Adjusted Term SOFR Rate and the RFR Rate, as applicable. For the avoidance of doubt, the initial Floor for each of Adjusted Term SOFR Rate and the RFR Rate shall be 0%.

“Interest Period” means, with respect to any Term Benchmark, a period of one, three or six months.

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

“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; provided, that if any of the aforesaid rates shall be less than zero, such rate shall be deemed to be zero for purposes of calculating such rate.

“RFR Rate” when used in reference to any Bridge Loan or borrowing, refers to whether such Bridge Loan, or the Bridge Loans comprising such borrowing, bear interest at a rate determined by reference to the Adjusted Daily Simple SOFR Rate.

“RFR Business Day” means a U.S. Government Securities Business Day.

“SOFR” means, with respect to any business day, a rate per annum equal to the secured overnight financing rate for such business day published by the NYFRB on the NYFRB’s website on the immediately succeeding business day.

“Term Benchmark” when used in reference to any Bridge Loan or borrowing, refers to whether such Bridge Loan, or the Bridge Loans comprising such borrowing, bear interest at a rate determined by reference to the Adjusted Term SOFR Rate.

“Term SOFR Rate” means, with respect to any Term Benchmark borrowing denominated in U.S. Dollars for any Interest Period, the Term SOFR Reference Rate at approximately 5:00 a.m., Chicago time, two U.S. Government Securities Business Days prior to the commencement of such Interest Period, as such rate is published by the CME Term SOFR Administrator.

“Term SOFR Reference Rate” means, for any day and time, with respect to any Term Benchmark Borrowing denominated in U.S. Dollars and for any tenor comparable to the applicable Interest Period,

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the rate per annum published by the CME Term SOFR Administrator and identified by the Bridge Administrative Agent as the forward-looking term rate based on SOFR.

“U.S. Government Securities Business Day” means any day except for (i) a Saturday, (ii) a Sunday or (iii) a day on which the Securities Industry and Financial Markets Association recommends that the fixed income departments of its members be closed for the entire day for purposes of trading in United States government securities.

The Bridge Credit Documentation will contain provisions consistent with Bridge Documentation Principles with respect to a replacement of any Term Benchmark or RFR Rate.

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Interest Payment Dates:

In the case of Bridge Loans bearing interest based upon the ABR (“ABR Loans”), quarterly in arrears.

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In the case of Bridge Loans bearing interest based upon a Term Benchmark (“Term Benchmark Loans”), on the last day of each relevant Interest Period and, in the case of any Interest Period longer than three months, on each successive date three months after the first day of such Interest Period.

In the case of Bridge Loans bearing interest based upon an RFR Rate (“RFR Loans”), monthly in arrears.

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Bridge Facility Duration Fees:

If the Bridge Loans are funded on the Acquisition Closing Date, you agree to pay to each Bridge Lender a duration fee (the “Bridge Facility Duration Fee”) equal to (i) 0.50% of the aggregate principal amount of the Bridge Loans of such Bridge Lender outstanding on the date that is 90 days after the Acquisition Closing Date, which shall be due and payable in full in cash on such date (or if such date is not a business day, the next business day), (ii) 0.75% of the aggregate principal amount of the Bridge Loans of such Bridge Lender outstanding on the date that is 180 days after the Acquisition Closing Date, which shall be due and payable in full in cash on such date (or if such date is not a business day, the next business day) and (iii) 1.00% of the aggregate principal amount of the Bridge Loans of such Bridge Lender outstanding on the date that is 270 days after the Acquisition Closing Date, which shall be due and payable in cash on such date (or if such date is not a business day, the next business day).

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Default Rate:

At any time when the Bridge Borrower is in default in the payment of any amount of principal due under the Bridge Facility, such amount shall bear interest at 2% above the rate otherwise applicable thereto. Overdue interest, fees and other amounts shall bear interest at 2% above the rate applicable to ABR Loans.

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Rate and Fee Basis:

All per annum rates shall be calculated on the basis of a year of 360 days (or 365/366 days, in the case of Bridge Loans bearing interest based on the Alternate Base Rate when based on the Prime Rate) for actual days elapsed.

I.

Parties

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Borrowers:

Borrowers under the Amended Existing Facility will be ESCO Technologies Inc. (the “Company”), ESCO UK Holding Company I Ltd., ESCO UK Global Holdings Ltd. and certain other foreign subsidiaries of the Company requested by the Company and approved by the Existing Facility Administrative Agent and the Lenders (the “Foreign Borrowers” and collectively with the Company, the “Borrowers”); provided that (a) Doble Lemke GmbH (f/k/a ESCO European Holding GmbH), a German company, and one or more additional U.K. subsidiaries of the Company, shall be eligible as Foreign Borrowers, subject to the satisfaction of certain conditions substantially consistent with those set forth in the Existing Credit Agreement (as defined below) but without approval by the Lenders and (b) the Company shall be the sole Borrower under the Best Efforts Incremental Facility.

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Guarantors:

(a) The Company (with respect to the obligations of the Foreign Borrowers and certain interest rate swaps, currency or other hedging obligations and banking services obligations owing to any Lender or any affiliate thereof by any subsidiary of the Company), (b) the other Borrowers and (c) each of the Company’s material direct and indirect subsidiaries (with materiality defined substantially as set forth in the Existing Credit Agreement and any other subsidiary of the Company that guarantees indebtedness of the Company (collectively, the “Guarantors”), shall unconditionally guaranty all of the Borrowers’ obligations under and in connection with the Amended Existing Facility (as defined below) and certain interest rate swaps, currency or other hedging obligations and

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banking services obligations owing to any Lender or any affiliate thereof; provided that if a guaranty by a Foreign Borrower or a foreign subsidiary (or a domestic subsidiary of another foreign subsidiary) of the obligations of the Company or any domestic subsidiary would be likely to give rise to an adverse tax or accounting consequence, such guaranty shall either not be required or shall be limited to the obligations of the Foreign Borrowers. In addition, the Amended Existing Facility Credit Documentation (as defined below) will contain the Existing Facility Administrative Agent’s standard carve-outs for guarantees of (and collateral support for) certain swap obligations by subsidiaries that are not eligible contract participants under the Commodity Exchange Act. Notwithstanding the foregoing, additional foreign subsidiaries may be excluded from the guarantee requirements in circumstances where the Existing Facility Administrative Agent reasonably determines that the cost of providing such a guarantee is excessive in relation to the value afforded thereby.

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Collateral:

The obligations of the Borrowers and the Guarantors under the Amended Existing Facility shall be secured by a pledge of, and first priority perfected security interest in 100% of the equity interests of each of the Borrowers’ and Guarantors’ existing and future direct and indirect material foreign subsidiaries; provided, that if a pledge of 100% of the voting shares of equity interests of any such material foreign subsidiary would be likely to give rise to an adverse tax or accounting consequence, such pledge shall be limited to 65% of the voting equity interests of the first-tier foreign subsidiary in the relevant ownership chain. All of the collateral security described above is referred to collectively as the “Collateral.” The Collateral will also secure certain interest rate swaps, currency or other hedging obligations and banking services obligations owing to any Lender or any affiliate thereof. Notwithstanding the foregoing, equity interests of certain material foreign subsidiaries may be excluded from the collateral in circumstances where the Existing Facility Administrative Agent reasonably determines that the cost of providing a pledge of such equity interests is excessive in relation to the value afforded thereby. The obligations under any other Facilities shall be permitted to be secured by pari passu liens on the Collateral, subject to an intercreditor agreement reasonably satisfactory to the Existing Facility Administrative Agent.

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Joint Lead Arrangers
and Joint Bookrunners:

With respect to the Revolving Credit Facility (as defined below), as set forth in the Existing Credit Agreement, and with respect to the Best Efforts Incremental Facility, JPMorgan and an additional arranger (if any) to be agreed between the Company and JPMorgan (collectively with JPMorgan, in such capacity, the “Best Efforts Incremental Lead Arrangers” and, together with any other arrangers under the Amended Credit Facility, the

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“Lead Arrangers”).

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Administrative Agent:

JPMorgan (in such capacity, the “Existing Facility Administrative Agent”).

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Lenders:

A syndicate of banks, financial institutions and other entities, including JPMorgan, which, in the case of the Best Efforts Incremental Facility, shall be arranged by the Best Efforts Incremental Lead Arrangers in consultation with the Company (collectively, the “Lenders”).

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Documentation Principles:

The documentation in respect of the Amended Existing Facility (the “Amended Existing Facility Credit Documentation”) shall contain provisions substantially similar to those set forth in (i) the Existing Credit Agreement and (ii) the other Loan Documents executed and delivered in connection therewith. The Amended Existing Facility shall be documented in an amendment to the Existing Credit Agreement.

As used herein, the phrase “substantially similar to the Existing Credit Agreement” or references to being the “same” as the Existing Credit Agreement means substantially the same as the Existing Credit Agreement, with only such changes and modifications that are necessary or appropriate to (i) reflect the terms of this term sheet, (ii) reflect any changes in law, documentation policies or accounting standards since the date of the Existing Credit Agreement, (iii) reflect the Existing Facility Administrative Agent’s current agency and back-office practices and operations (including, without limitation, the Existing Facility Administrative Agent’s customary provisions in respect of benchmark replacement), in each case as reasonably agreed to by the Company, and (iv) effect such other changes as are mutually agreeable to the parties to the Amended Existing Facility Credit Documentation whose consent is required to effect such modifications.

The principles set forth above constitute the “Amended Existing Facility Documentation Principles”.

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II.

Revolving Credit Facility

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Type and Amount of Facility:

Five-year revolving credit facility (the “Revolving Credit Facility”) in the initial U.S. Dollar equivalent amount of $500,000,000 (the loans thereunder, the “Revolving Credit Loans”). Up to the U.S. Dollar equivalent of $75,000,000 of the Revolving Credit Facility, which may be increased with the use of the Expansion Feature described below (the “Foreign Currency Sublimit”) shall be made available by all of the Lenders in euro, pounds sterling and such other foreign

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currencies as may be agreed to by the Existing Facility Administrative Agent and the Lenders so long as such currencies remain freely transferable and convertible into U.S. Dollars (collectively with U.S. Dollars, the “Agreed Currencies”).

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Availability:

The Revolving Credit Facility shall be available on a revolving basis during the period commencing on the “Effective Date” (as defined in the Existing Credit Agreement and ending on August 30, 2028, being the fifth anniversary thereof (the “Revolving Credit Termination Date”).

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Letters of Credit:

A portion of the Revolving Credit Facility not in excess of the U.S. Dollar equivalent of $40,000,000 (the “Overall LC Sublimit”) shall be available for the issuance of letters of credit (the “Letters of Credit”) by each of JPMorgan and additional Lenders to be named, each having an individual Letter of Credit commitment of $10,000,000 (each in such capacity, an “Issuing Lender”), with the portion of the Overall LC Sublimit in excess of such Letter of Credit commitments being available for the issuance of Letters of Credit at the discretion of any Issuing Lender, in each case for the account of any Borrower or subsidiary in Agreed Currencies and such other currencies as shall be acceptable to the applicable Issuing Lender (subject to the Foreign Currency Sublimit); provided, that the Lenders shall participate in U.S. Dollars for any Letter of Credit issued by an Issuing Lender in any currency that is not an Agreed Currency. No Letter of Credit shall have an expiration date after the earlier of (a) three years after the date of issuance and (b) three years after the Revolving Credit Termination Date; provided, that, (i) no Letters of Credit shall have an expiration date after the Revolving Credit Termination Date without the consent of the applicable Issuing Lender, (ii) not later than ten (10) business days prior to the Revolving Credit Termination Date, the Company shall cash collateralize all Letters of Credit with an expiration date after the Revolving Credit Termination Date in an amount equal to 105% of the aggregate face amount of all such Letters of Credit that are to remain outstanding on the Revolving Credit Termination Date, and (iii) the expiration date of Letters of Credit to be issued to banks in India may be later than the earlier of (a) three years after the date of issuance and (b) three years after the Revolving Credit Termination Date, subject to the consent and cash collateralization requirements set forth in the immediately preceding clauses (i) and (ii).

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Drawings under any Letter of Credit shall be reimbursed by the relevant Borrower (whether with its own funds or with the proceeds of Revolving Credit Loans) on the same business day. To the extent that any Borrower does not so reimburse the Issuing Lender, the Lenders under the Revolving Credit Facility shall be irrevocably and unconditionally obligated to reimburse the Issuing Lender on a pro rata basis.

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Swing Line Loans:

A portion of the Revolving Credit Facility not in excess of $50,000,000 shall be available, at the discretion of JPMorgan (in such capacity, the “Swing Line Lender”), for swing line loans to the Company in U.S. Dollars (the “Swing Line Loans”) from the Swing Line Lender on same-day notice. Any such Swing Line Loans will reduce availability under the Revolving Credit Facility (including in respect of the Swing Line Lender’s individual revolving commitment) on a dollar-for-dollar basis. Each Lender under the Revolving Credit Facility shall acquire, under certain circumstances, an irrevocable and unconditional pro rata participation in each Swing Line Loan.

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Maturity:

The Revolving Credit Termination Date.

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Purpose:

The proceeds of the Revolving Credit Loans shall be used to refinance existing indebtedness and for general corporate purposes of the Company and its subsidiaries, including, without limitation, to fund all or a portion of the purchase price of acquisitions permitted under the Credit Agreement.

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III.

Best Efforts Delayed Draw Incremental Term Loan Facility

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Type and Amount of Facility

An incremental term loan facility (the “Best Efforts Incremental Facility”, and together with the Revolving Credit Facility, after giving effect to the terms reflected herein, the “Amended Existing Facility”) in the amount of up to $350,000,000 (the “Best Efforts Incremental Term Loan Commitment”, and the loans thereunder, the “Best Efforts Incremental Term Loans”, and together with the Revolving Credit Loans and Swing Line Loan, the “Loans”). The Best Efforts Incremental Facility shall be implemented pursuant to Section 2.09 of the Existing Credit Agreement.

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Availability:

The Best Efforts Incremental Facility shall be made available to the Company in a single drawing during the period (the “Best Efforts Incremental Term Loan Availability Period”) commencing on the Amended Existing Facility Effective Date (as defined below) and ending on May 23, 2025 (which is the last “Reporting Period End Date” under and as defined in the Acquisition Agreement) (or any earlier termination of the Best Efforts Incremental Commitments) upon satisfaction (or waiver by the requisite Lenders) of the “Best Efforts Incremental

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Facility Conditions” described in Section VI below.

Any unused portion of the Best Efforts Incremental Term Loan Commitment shall terminate on a dollar-for-dollar basis with any funding of Best Effort Incremental Term Loans (immediately after giving effect thereto).

Amounts repaid or prepaid in respect of the Best Efforts Incremental Term Loans may not be reborrowed.

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Amortization:

The Best Efforts Incremental Term Loans will amortize in equal quarterly installments in an aggregate annual amount equal to the percentage set forth below of the original principal amount of the Best Efforts Incremental Term Loans, commencing on the last day of the first full fiscal quarter ending after the date on which the Best Efforts Incremental Term Loans are drawn:

For the first twelve (12) quarters following the Amended Existing Facility Effective Date (as defined below): 1.25% per quarter.

For all remaining quarters until the maturity date (as specified in the immediately following row): 1.875% per quarter.

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Maturity:

The Best Efforts Incremental Facility will mature on August 30, 2028. The remaining aggregate principal amount of the Best Efforts Incremental Term Loans will be repayable at maturity.

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Purpose:

The proceeds of the Best Efforts Incremental Term Loans shall be used to finance the Acquisition and Transaction Expenses.

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IV.

Expansion Feature

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Future Incremental Loans and Commitments:

The Company may, at its option and consistent with the Amended Existing Facility Documentation Principles, request to increase the aggregate amount of the Revolving Credit Facility or obtain incremental term loans in an amount up to the U.S. Dollar equivalent of $250,000,000 in any Agreed Currency without the consent of any Lenders not participating in such increase. The requested increase(s) may be assumed by one or more existing lenders and/or by other financial institutions, as agreed by the Company and the Existing Facility Administrative Agent; provided, that the incremental facility provisions shall be modified to permit (i) the Best Efforts Incremental Facility to be in the form of a delayed draw term loan, (ii) the conditions to the Best Efforts Incremental Term Loans to be limited to the conditions set forth in Exhibit F hereto, subject to the Limited Conditionality Provisions and (iii) the incremental basket to be increased to an amount sufficient to permit the full amount of the Best Efforts Incremental Term Loans and to be replenished to an aggregate amount of $250,000,000 as contemplated above immediately following the Acquisition Closing Date and the

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funding of the Best Efforts Incremental Term Loans,

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V.

Certain Payment Provisions

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Fees and Interest Rates:

As set forth on Annex I.

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Optional Prepayments and Commitment Reductions:

Loans may be prepaid and commitments under the Revolving Credit Facility and Best Efforts Incremental Facility may be reduced by the Company in minimum amounts consistent with the Amended Existing Facility Documentation Principles.

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Mandatory Prepayments:

Revolving Credit Loans will be required to be prepaid if the aggregate revolving credit exposure under the Revolving Credit Facility exceeds the aggregate commitments thereunder and if such exposure in Agreed Currencies other than U.S. Dollars exceeds the Foreign Currency Sublimit; provided that if such excess is caused by fluctuations in foreign currency exchange rates, (i) no such prepayment will be required to the extent such exposure in Agreed Currencies other than U.S. Dollars is not more than 105% of the Foreign Currency Sublimit or to the extent the aggregate revolving credit exposure under the Revolving Credit Facility is not more than 105% of the aggregate commitments thereunder and (ii) such excess will be calculated as of (a) each date of a borrowing, conversion, or continuation of any Revolving Credit Loan, and each date of issuance (or amendment that increases the face amount) of any Letter of Credit, (b) with respect to any RFR Loan (as defined on Annex I), on each date that is on the numerically corresponding day in each calendar month that is one month after the borrowing of such RFR Loan (or, if there is no such numerically corresponding day, the last day of such month), (c) with respect to any Letter of Credit, the first business day of each calendar month, and (d) any additional date as the Existing Facility Administrative Agent may determine during the continuation of an event of default.

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VI.

Certain Conditions

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Amended Credit Facility Conditions:

The effectiveness of the Amended Credit Facility will be conditioned upon conditions to be agreed, including consent of the Best Efforts Incremental Lenders, the Existing Required Lenders and the Existing Facility Administrative Agent (the date on which such conditions are satisfied and the Amended Credit Facility becomes effective, the “Amended Existing Facility Effective Date”).

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Best Efforts Incremental Term Loan and certain

The availability of the borrowings under either the Best Efforts Incremental Term Loan Facility or under the Revolving Credit

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Revolving Credit Loan Conditions:

Facility (solely to the extent used to finance the Acquisition and Transaction Expenses) on the Acquisition Closing Date will be conditioned only upon satisfaction (or waiver by the requisite Lenders) of the conditions set forth in Exhibit F hereto and the Limited Conditionality Provisions.

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On-Going Conditions:

The making of each extension of credit (other than the Best Efforts Incremental Term Loans and any Revolving Credit Loans used to finance the Acquisition and Transaction Expenses on the Acquisition Closing Date) shall be conditioned upon (a) the accuracy of all representations and warranties in all material respects (or in all respects if such representation and warranty is qualified by “material” or “material adverse effect”) in the Amended Existing Facility Credit Documentation (including, without limitation, the material adverse change and litigation representations) and (b) there being no default or event of default in existence at the time of, or after giving effect to the making of, such extension of credit. As used herein and in the Amended Existing Facility Credit Documentation a “material adverse change” shall mean any event, development or circumstance that has had or could reasonably be expected to have a material adverse effect on (a) the business, assets, operations or financial condition of the Company and its subsidiaries taken as a whole, (b) the ability of any Borrower to perform any of its obligations under the Amended Existing Facility Credit Documentation or (c) the validity or enforceability of any of the Amended Existing Facility Credit Documentation or the rights or remedies of the Existing Facility Administrative Agent and the Lenders thereunder.

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The Amended Existing Facility Credit Documentation shall contain representations, warranties, covenants and events of default that are consistent with Amended Existing Facility Documentation Principles, including, without limitation:

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Representations and Warranties:

Financial statements; absence of undisclosed liabilities; no material adverse change; corporate existence; compliance with law and agreements; corporate power and authority; enforceability of Amended Existing Facility Credit Documentation; no conflict with law or contractual obligations; no material litigation; no default; ownership of property; liens; intellectual property; no burdensome restrictions; taxes; Federal Reserve regulations; ERISA, plan assets and prohibited transactions; Investment Company Act; subsidiaries; environmental matters; labor matters; accuracy of disclosure; security interest in Collateral; solvency; anti-corruption laws and sanctions, including policies and procedures with respect thereto; UK law centre of main interests and establishment;

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affected financial institutions; and Beneficial Ownership Regulation.

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Affirmative Covenants:

Delivery of financial statements, reports, projections, officers’ certificates and other information requested by the Lenders; payment of other obligations; continuation of business and maintenance of existence and material rights and privileges; compliance with laws (including implementation and maintenance of policies and procedures in respect of anti-corruption laws and sanctions) and material contractual obligations; maintenance of property and insurance; maintenance of books and records; right of the Lenders to inspect property and books and records; assurance of accuracy of information; notices of defaults, litigation and other material events; compliance with environmental laws; use of proceeds (including in respect of anti-corruption laws and sanctions); guarantor and foreign pledge requirements; UK law centre of main interests and establishment; and Beneficial Ownership Regulation.

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Financial Covenants:

The Company will comply with the following financial covenants:

- Total Net Leverage Ratio.  The Company shall maintain a ratio of (a) Consolidated Total Indebtedness minus Qualified Cash to (b) Consolidated EBITDA of not more than 3.50 to 1.00; provided that the Company may, on not more than two (2) occasions during the term of the Amended Existing Facility, elect to step up the Total Net Leverage Ratio covenant level to 4.00 to 1.00 for four consecutive fiscal quarters in connection with a permitted acquisition occurring during the first of such fiscal quarters if the aggregate consideration paid or to be paid in respect of such acquisition exceeds $200,000,000 (any such election in respect of the maximum Total Net Leverage Ratio being referred to as an “Acquisition Holiday”). Following the Company’s election to utilize an Acquisition Holiday, the Company shall not be permitted to request an additional Acquisition Holiday unless a full fiscal quarter shall have passed since the last day of the prior Acquisition Holiday.

- Interest Coverage Ratio.  The Company shall maintain a ratio of Consolidated EBITDA to Consolidated Interest Expense of not less than 3.00 to 1.00.

“Qualified Cash” shall mean, as of any date of determination, the amount by which (a) the aggregate amount of unrestricted cash and Permitted Investments (net of related tax obligations, if any, for repatriation or withholding, and net of any transaction costs or expenses

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related thereto) that is (i) free and clear of all liens other than Permitted Encumbrances of the Company and its subsidiaries, (ii) not subject to any legal or contractual restrictions on repatriation to the United States at such time and (iii) in a lawful currency that is readily available, freely transferable and able to be converted into dollars, exceeds (b) $15,000,000; provided that in no event shall Qualified Cash exceed $50,000,000.

The definitions of Consolidated Total Indebtedness, Consolidated EBITDA, Consolidated Interest Expense, Permitted Encumbrances and Permitted Investments shall be substantially similar to the definitions for such terms in the Existing Credit Agreement.

Financial covenants shall be calculated (i) without giving effect to any election under Accounting Standards Codification 825-10-25 (or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) to value any indebtedness or other liabilities of the Company or any subsidiary at “fair value”, as defined therein and (ii) without giving effect to any treatment of indebtedness in respect of convertible debt instruments under Accounting Standards Codification 470-20 (or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) to value any such indebtedness in a reduced or bifurcated manner as described therein, and such indebtedness shall at all times be valued at the full stated principal amount thereof.

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Negative Covenants:

Limitations on: indebtedness (which shall be modified from the Existing Credit Agreement, to the extent necessary, to permit each of the Facilities that will be in effect on the Acquisition Closing Date and to permit any obligations outstanding under Permitted Factoring Arrangements (as defined below) to the extent such obligations constitute indebtedness); liens (which shall be modified from the Existing Credit Agreement, to the extent necessary, to permit pari passu liens on the Collateral to secure each of the Facilities that will be in effect on the Acquisition Closing Date, subject to an intercreditor agreement in form and substance reasonably satisfactory to the Existing Facility Administrative Agent and to permit customary liens under Permitted Factoring Arrangements); mergers, consolidations, liquidations and dissolutions; sales of assets (which shall be modified to permit up to $5 million annually in receivables sales pursuant to existing factoring arrangements of the Target that will survive the Acquisition, on terms and conditions to be mutually agreed including with respect to the limited recourse requirements of such factoring arrangements

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(such factoring arrangements, the “Permitted Factoring Arrangements”)); dividends and other payments in respect of equity interests; investments, loans, advances, guarantees and acquisitions (which shall be modified (a) to permit (i) the Company’s investment in any non-Loan Party subsidiary that is a buyer under the Acquisition Agreement to the extent necessary to allow such non-Loan Party subsidiary buyer to pay its portion of purchase price consideration for the Acquisition, and (ii) the Company’s guaranty of any non-Loan Party subsidiary’s obligations under the Acquisition Agreement, and (b) to include the Acquisition without any condition within the definition of “Permitted Acquisition”); optional payments and modifications of subordinated debt instruments; transactions with affiliates; swap agreements; changes in fiscal year; restrictive agreements; non-guarantor subsidiaries; and changes in lines of business.

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Events of Default:

Nonpayment of principal or Letter of Credit reimbursement when due or nonpayment of any prepayment on the date established by Borrower notice; nonpayment of interest, fees or other amounts after a grace period to be agreed upon; material inaccuracy of representations and warranties; Amended Existing Facility Credit Documentation ceasing to be in full force and effect or any party thereto so asserting, or “default” thereunder which continues beyond any applicable grace period; violation of covenants (subject, in the case of certain affirmative covenants, to a grace period to be agreed upon); cross-default; bankruptcy events; certain ERISA events; material judgments; a change of control; and failure of valid first-priority liens under pledge agreements or any party thereto so asserting.

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Voting:

Amendments and waivers with respect to the Amended Existing Facility Credit Documentation shall require the approval of Lenders holding greater than 50% of the aggregate amount of the Revolving Credit Loans, Best Efforts Incremental Term Loans, participations in Letters of Credit and Swing Line Loans and unused commitments under the Revolving Credit Facility and the Best Efforts Incremental Facility, except that (a) the consent of each Lender directly affected thereby shall be required with respect to (i) reductions in the amount or extensions of the scheduled date of final maturity of any Loan, (ii) reductions in the rate of interest or any fee or extensions of any due date thereof and (iii) increases in the amount or extensions of the expiry date of any Lender’s commitment and (b) the consent of 100% of the Lenders shall be required with respect to (i) modifications to any of the voting percentages or pro rata sharing provisions or changes to the payment waterfall and (ii) release of the Company as a guarantor and releases of all or substantially all of the Collateral or all or substantially all of the Guarantors.

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Assignments
and Participations:

The Lenders shall be permitted to assign to certain eligible assignees all or a portion of their Loans and commitments with

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the consent, not to be unreasonably withheld, conditioned, or delayed, of (a) the Company (provided that the Company shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Existing Facility Administrative Agent within seven business days after having received notice thereof), unless (i) the assignee is a Lender, an affiliate of a Lender or an approved fund or (ii) an Event of Default has occurred and is continuing, (b) the Existing Facility Administrative Agent, and (c) in the case of an assignment under the Revolving Credit Facility, the Issuing Lender and the Swing Line Lender. In the case of partial assignments (other than to another Lender, to an affiliate of a Lender or an approved fund), the minimum assignment amount shall be $5,000,000 for assignments under the Revolving Credit Facility and $1,000,000 for assignments of Best Efforts Incremental Term Loans, unless otherwise agreed by the Company and the Existing Facility Administrative Agent.

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The Lenders shall also be permitted to sell participations in their Loans. Participants shall have the same benefits as the Lenders with respect to yield protection and increased cost provisions. Voting rights of participants shall be limited to those matters with respect to which the affirmative vote of the Lender from which it purchased its participation would be required as described under “Voting” above. Pledges of Loans in accordance with applicable law shall be permitted without restriction. Promissory notes shall be issued under the Amended Existing Facility only upon request.

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Yield Protection:

The Amended Existing Facility Credit Documentation shall contain customary provisions (a) protecting each Lender against increased costs or loss of yield (as reasonably determined by such Lender which determination shall be made in good faith (and not on an arbitrary or capricious basis) and consistent with similarly situated customers of the applicable Lender under documentation having increased cost and yield protection provisions similar to those set forth in the Amended Existing Facility Credit Documentation after consideration of such factors as such Lender then reasonably determines to be relevant) resulting from changes in reserve, tax, capital adequacy, liquidity and other requirements of law (including reflecting that both (x) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines, requirements and directives thereunder, issued in connection therewith or in implementation thereof and (y) all requests, rules, guidelines, requirements and directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III shall, in the case of each of the foregoing clause (x) and clause (y), be deemed to be a change in law

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regardless of the date enacted, adopted, issued or implemented) and from the imposition of or changes in withholding or other taxes and (b) indemnifying the Lenders for “breakage costs” incurred in connection with, among other things, any prepayment of a Term Benchmark Loan (as defined in Annex I) on a day other than the last day of an Interest Period (as defined in Annex I) with respect thereto.

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Limitation of Liability, Expenses and Indemnification:

The Existing Facility Administrative Agent, the Lead Arrangers, the Lenders and the Issuing Lenders (and their affiliates and their respective officers, directors, employees, advisors and agents) shall not have any Liabilities (as defined below), on any theory of liability, for any special, indirect, consequential or punitive damages incurred by the Company or any of its subsidiaries arising out of, in connection with, or as a result of, the Amended Existing Facility or the Amended Existing Facility Credit Documentation. As used herein, the term “Liabilities” shall mean any losses, claims (including intraparty claims), demands, damages or liabilities of any kind.

The Borrowers shall pay (a) all reasonable and documented out-of-pocket expenses of the Administrative Agent and the Lead Arrangers and their affiliates associated with the syndication of the Amended Existing Facility and the preparation, execution, delivery and administration of the Amended Existing Facility Credit Documentation and any amendment or waiver with respect thereto (including the reasonable and documented fees, disbursements and other charges of counsel) and (b) all out-of-pocket expenses of the Existing Facility Administrative Agent and the Lenders (including the fees, disbursements and other charges of counsel) in connection with the enforcement of the Amended Existing Facility Credit Documentation.

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The Existing Facility Administrative Agent, the Lead Arrangers, the Lenders and the Issuing Lenders (and their affiliates and their respective officers, directors, employees, advisors and agents) (each an “Indemnified Person”) will be indemnified and held harmless against, any Liabilities or expenses (including the fees, disbursements and other charges of counsel) incurred by such Indemnified Person in connection with or as a result of (i) the execution and delivery of the Amended Existing Facility Credit Documentation and any agreement or instrument contemplated thereby; (ii) the funding of the Amended Existing Facility, issuance of letters of credit thereunder, or the use or proposed use of proceeds thereof; (iii) any act or omission of the Existing Facility Administrative Agent in connection with the administration of the Amended Existing Facility Credit Documentation; (iv) any actual or alleged presence or release of hazardous materials on or from any property owned or operated by the Company or any of its subsidiaries, or any environmental liability resulting from the handling of hazardous materials or

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violation of environmental laws, related in any way to the Company or any of its subsidiaries; and (v) any actual or prospective claim, litigation, investigation, arbitration or administrative, judicial or regulatory action or proceeding (each, a “Proceeding”) in any jurisdiction relating to any of the foregoing (including in relation to enforcing the terms of the limitation of liability and indemnification referred to above), regardless of whether or not any Indemnified Person is a party thereto and whether or not such Proceeding is brought by the Company, its affiliates or equity holders or any other party; provided that such indemnification shall not, as to any Indemnified Person, be available to the extent that such Liabilities or expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted primarily from the gross negligence or willful misconduct of such Indemnified Person in performing its activities or in furnishing its commitments or services under the Amended Existing Facility Credit Documentation.

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Defaulting Lenders, EU and UK Bail-In, ERISA Fiduciary Status, Delaware Divisions, QFC Stay Regulations and Erroneous Payments:

The Amended Existing Facility Credit Documentation will contain customary provisions in respect of defaulting lenders, European Union/United Kingdom bail-in, Lender representations as to fiduciary status under ERISA, divisions and plans of division under Delaware law, qualified financial contracts and erroneous payments.

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Governing Law and Forum:

State of New York. Forum shall be the United States District Court for the Southern District of New York sitting in the Borough of Manhattan (or if such court lacks subject matter jurisdiction, the Supreme Court of the State of New York sitting in the Borough of Manhattan), and any appellate court from any thereof; provided that (i) the determination of the accuracy of any Specified Acquisition Agreement Representation and whether as a result of the inaccuracy thereof you (or your affiliate) have the right to terminate your (or its) obligations under the Acquisition Agreement, or decline to close under the Acquisition Agreement or consummate the Acquisition and (ii) the determination of whether the Acquisition has been consummated in accordance with the terms of the Acquisition Agreement shall, in each case, be governed by, and construed in accordance with, the laws of England and Wales, regardless of the laws that might otherwise govern under applicable principles of conflicts of laws of England and Wales or any other jurisdiction that would cause the application of the laws of any jurisdiction other than the laws of England of Wales.

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Counsel to the
Administrative Agent
and JPMorgan:

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Sidley Austin LLP.

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Interest Rate Options:

Each Borrower may elect that the Loans comprising each borrowing bear interest at a rate per annum equal to:

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With respect to Loans in U.S. Dollars:

the ABR plus the Applicable Margin; or

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the Adjusted Term SOFR Rate plus the Applicable Margin;

With respect to Loans in Euro:

the Adjusted EURIBOR Rate plus the Applicable Margin.

With respect to Loans in Pounds Sterling:

the Daily Simple SONIA Rate plus the Applicable Margin.

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provided, that (a) the Best Efforts Incremental Term Loans shall be denominated in U.S. Dollars and (b) all Swing Line Loans shall be denominated in U.S. Dollars and bear interest based upon the ABR. Adjusted Daily Simple SOFR shall only be available as a fallback rate.

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As used herein:

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“ABR” means the highest of (i) the rate of interest last quoted by The Wall Street Journal in the U.S. as the prime rate in effect (the “Prime Rate”), (ii) the NYFRB Rate from time to time plus 0.5% and (iii) the Adjusted Term SOFR Rate for a one month Interest Period plus 1%. If the ABR as determined pursuant to the foregoing would be less than 1.00%, such rate shall be deemed to be 1.00%.

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“Adjusted Daily Simple SOFR Rate” means, for any day, Daily Simple SOFR, plus 0.10%; provided that if the Adjusted Daily Simple 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 calculating such rate.

“Adjusted EURIBOR Rate” means the EURIBOR Rate, as adjusted for statutory reserve requirements for eurocurrency liabilities; provided that if the Adjusted EURIBOR 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 calculating such rate.

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“Adjusted Term SOFR Rate” means the Term SOFR Rate, plus 0.10%; 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 calculating such rate.

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“Applicable Margin” means a percentage determined in accordance with the pricing grid attached hereto as Annex I-A.

“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).

“Daily Simple SOFR” means, for any day, SOFR, with a 5 RFR Business Day lookback.

“Daily Simple SONIA Rate” means, for any day, SONIA, with a 5 RFR Business Day lookback; provided that if the Daily Simple SONIA 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 calculating such rate.

“EURIBOR Rate” means, for any day and time, with respect to any Term Benchmark borrowing denominated in Euro for any Interest Period, the EURIBOR Screen Rate, two TARGET Days prior to the commencement of such Interest Period.

“EURIBOR Screen Rate” means the euro interbank offered rate administered by the European Money Markets Institute (or any other person which takes over the administration of that rate) for the relevant period displayed (before any correction, recalculation or republication by the administrator) on page EURIBOR01 of the Thomson Reuters screen (or any replacement Thomson Reuters page which displays that rate) or on the appropriate page of such other information service which publishes that rate from time to time in place of Thomson Reuters published at approximately 11:00 a.m. Brussels time two TARGET Days prior to the commencement of such Interest Period. If such page or service ceases to be available, the Existing Facility Administrative Agent may specify another page or service displaying the relevant rate.

“Federal Funds Effective 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 the NYFRB shall set forth on its public website from time to time, and published on the next succeeding Business Day by the NYFRB as the federal funds effective rate, provided that if the Federal Funds Effective Rate shall be less than zero, such rate shall be deemed to zero for the purposes of calculating such rate.

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“Floor” means the benchmark rate floor, if any, provided in the Amended Existing Facility Credit Documentation initially (as of the

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execution of the Amended Existing Facility Credit Documentation, the modification, amendment or renewal of the Amended Existing Facility Credit Documentation or otherwise) with respect to the Adjusted Term SOFR Rate, Adjusted EURIBOR Rate each RFR Rate or the central bank rate (as defined in the Amended Existing Facility Credit Documentation), as applicable. For the avoidance of doubt, the initial Floor for each of Adjusted Term SOFR Rate, Adjusted EURIBOR Rate, each RFR Rate or the central bank rate shall be 0%.

“Interest Period” means, with respect to any Term Benchmark a period of one, three or six months.

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

“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; provided, that if any of the aforesaid rates shall be less than zero, such rate shall be deemed to be zero for purposes of calculating such rate.

“Overnight Bank Funding Rate” means, for any day, the rate comprised of both overnight federal funds and overnight Eurodollar transactions denominated in U.S. Dollars by U.S.-managed banking offices of depository institutions, as such composite rate shall be determined by the NYFRB as set forth on its public website from time to time, and published on the next succeeding Business Day by the NYFRB as an overnight bank funding rate (from and after such date as the NYFRB shall commence to publish such composite rate).

“RFR Rate” when used in reference to any Loan or borrowing, refers to whether such Loan, or the Loans comprising such borrowing, bear interest at a rate determined by reference to the Adjusted Daily Simple SOFR Rate or the Daily Simple SONIA Rate.

“RFR Business Day” means, for any Loan denominated in (a) Pounds Sterling, any day except for (i) a Saturday, (ii) a Sunday or (iii) a day on which banks are closed for general business in London and (b) Dollars, a U.S. Government Securities Business Day.

“SOFR” means, with respect to any business day, a rate per annum equal to the secured overnight financing rate for such business day published by the NYFRB on the NYFRB’s website on the immediately succeeding business day.

“SONIA” means, with respect to any business day, a rate per annum equal to the Sterling Overnight Index Average for such business day published by the Bank of England (or any successor administrator of the Sterling Overnight Index Average) on its website.

“TARGET Day” means any day on which the real time gross settlement system operated by the Eurosystem, or any successor

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system, is open for the settlement of payments in Euro.

“Term Benchmark” when used in reference to any Loan or borrowing, refers to whether such Loan, or the Loans comprising such borrowing, bear interest at a rate determined by reference to the Adjusted Term SOFR Rate or the Adjusted EURIBOR Rate.

“Term SOFR Rate” means, with respect to any Term Benchmark borrowing denominated in U.S. Dollars for any Interest Period, the Term SOFR Reference Rate at approximately 5:00 a.m., Chicago time, two U.S. Government Securities Business Days prior to the commencement of such Interest Period, as such rate is published by the CME Term SOFR Administrator.

“Term SOFR Reference Rate” means, for any day and time, with respect to any Term Benchmark Borrowing denominated in U.S. Dollars and for any tenor comparable to the applicable Interest Period, the rate per annum published by the CME Term SOFR Administrator and identified by the Existing Facility Administrative Agent as the forward-looking term rate based on SOFR.

“U.S. Government Securities Business Day” means any day except for (i) a Saturday, (ii) a Sunday or (iii) a day on which the Securities Industry and Financial Markets Association recommends that the fixed income departments of its members be closed for the entire day for purposes of trading in United States government securities.

The Amended Existing Facility Credit Documentation will contain provisions consistent with Amended Existing Facility Documentation Principles with respect to a replacement of any Term Benchmark or RFR Rate.

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Interest Payment Dates:

In the case of Loans bearing interest based upon the ABR (“ABR Loans”), quarterly in arrears.

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In the case of Loans bearing interest based upon a Term Benchmark (“Term Benchmark Loans”), on the last day of each relevant Interest Period and, in the case of any Interest Period longer than three months, on each successive date three months after the first day of such Interest Period.

In the case of Loans bearing interest based upon an RFR Rate (“RFR Loans”), monthly in arrears.

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Facility Fees:

The Borrowers shall pay a facility fee calculated at the rate prescribed in the pricing grid attached hereto as Annex I-A on the aggregate amount of the Revolving Credit Facility (whether drawn or undrawn),payable ratably to Lenders under the Revolving Credit Facility quarterly in arrears.

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Best Efforts Incremental Term

The Company shall pay a ticking fee calculated at the rate prescribed in

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Loan Ticking Fees:

the pricing grid attached hereto as Annex I-A on the average daily unused portion of the Best Efforts Incremental Term Loan Commitment, payable ratably to Lenders under the Best Efforts Incremental Term Loan Facility from the date that is 90 days after the Amended Existing Facility Effective Date until the termination or expiration of all of the Best Efforts Incremental Term Loan Commitments, quarterly in arrears.

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Letter of Credit Fees:

The Borrowers shall pay a commission on all outstanding Letters of Credit at a per annum rate equal to the Applicable Margin then in effect with respect to Term Benchmark Loans on the face amount of each such Letter of Credit. Such commission shall be shared ratably among the Lenders under the Revolving Facility and shall be payable quarterly in arrears.

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A fronting fee equal to 0.125% per annum on the face amount of each Letter of Credit shall be payable quarterly in arrears to the Issuing Lender for its own account. In addition, customary administrative, issuance, amendment, payment and negotiation charges shall be payable to the Issuing Lender for its own account.

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Default Rate:

At any time when any Borrower is in default in the payment of any amount of principal due under the Facility, such amount shall bear interest at 2% above the rate otherwise applicable thereto. Overdue interest, fees and other amounts shall bear interest at 2% above the rate applicable to ABR Loans.

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Rate and Fee Basis:

All per annum rates shall be calculated on the basis of a year of 360 days (or 365/366 days, in the case of Loans bearing interest based on the Daily Simple SONIA Rate or the Alternate Base Rate when based on the Prime Rate) for actual days elapsed.

Pricing Level

Total Net
Leverage
Ratio
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Facility Fee
and Best
Efforts
Incremental
Term Loan
Ticking Fee

Applicable Margin for
Term
Benchmark
and RFR
Revolving
Loans

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Applicable
Margin for
ABR
Revolving
Loans

Applicable
Margin for
Term
Benchmark
and RFR Best
Efforts
Incremental
Term Loans

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Applicable
Margin for
ABR Best
Efforts
Incremental
Term Loans

Level I

< 1.00 to 1.00

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0.125%

1.25%

0.25%

1.50%

0.50%

Level II

> 1.00 to 1.00 but

< 1.75 to 1.00

0.15%

1.35%

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0.35%

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1.625%

0.625%

Level III

> 1.75 to 1.00 but

< 2.50 to 1.00

0.175%

1.45%

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0.45%

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1.75%

0.75%

Level IV

> 2.50 to 1.00 but

< 3.25 to 1.00

0.20%

1.55%

0.55%

2.00%

1.00%

Level V

> 3.25 to 1.00

0.25%

1.75%

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0.75%

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2.25%

1.25%

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By:

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Name:

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Title: [Chief Financial Officer]