Exhibit 10.1

Execution Version

INCREMENTAL AMENDMENT AGREEMENT

INCREMENTAL AMENDMENT AGREEMENT, dated as of October 24, 2023 (this “Amendment”), by and among Ciena Corporation, a Delaware corporation (the “Borrower”), the other Loan Parties party hereto, the New 2023 Incremental Term Lenders (as defined below), the Revolving Credit Lenders (as defined below), the L/C Issuers (as defined below), the Swing Line Lender (as defined below) and Bank of America, N.A., as administrative agent (in such capacity, the “Administrative Agent”).

RECITALS:

Initial Amendment (Incremental Amendment)

WHEREAS, reference is hereby made to the Credit Agreement, dated as of July 15, 2014 (as amended by the First Amendment, dated as of April 15, 2015, the Second Amendment, dated as of July 2, 2015, the Incremental Joinder and Amendment Agreement, dated as of April 25, 2016, the Omnibus Refinancing Amendment to Credit Agreement, Security Agreement and Pledge Agreement, dated as of January 30, 2017, the Third Amendment to Credit Agreement dated as of June 29, 2017, the Increase Joinder and Refinancing Amendment, dated as of September 28, 2018, the Refinancing Amendment to Credit Agreement dated as of January 23, 2020, the Incremental Joinder and Amendment Agreement, dated as of January 19, 2023, and as further amended, restated, amended and restated, supplemented or otherwise modified from time to time prior to the date hereof, the “Existing Credit Agreement” and, as amended by this Amendment, the “Credit Agreement”), by and among the Borrower, the lenders from time to time party thereto and the Administrative Agent (capitalized terms used but not otherwise defined herein having the meanings provided in the Credit Agreement);

WHEREAS, the Loan Parties and the Administrative Agent are parties to that certain Security Agreement, dated as of July 15, 2014 (as amended by the Omnibus Amendment to Security Agreement and Pledge Agreement, dated as of September 28, 2018, and as further amended, restated, amended and restated, supplemented or otherwise modified from time to time prior to the date hereof, the “Existing Security Agreement” and, as amended by this Amendment, the “Security Agreement”);

WHEREAS, the Loan Parties and the Administrative Agent are parties to that certain Pledge Agreement, dated as of July 15, 2014 (as amended by the Omnibus Amendment to Security Agreement and Pledge Agreement, dated as of September 28, 2018, and as further amended, restated, amended and restated, supplemented or otherwise modified from time to time prior to the date hereof, the “Existing Pledge Agreement” and, as amended by this Amendment, the “Pledge Agreement”);

WHEREAS, the Guarantors and the Administrative Agent are parties to that certain Guaranty, dated as of July 15, 2014 (as supplemented by the Guaranty Supplement, dated as of April 19, 2019, by Blue Planet Software Inc. and the Guaranty Supplement, dated as of April 19, 2019, by Ciena Communications International, LLC and as further amended, restated, amended and restated, supplemented or otherwise modified from time to time prior to the date hereof, the “Existing Guaranty” and, as amended by this Amendment, the “Guaranty”);

WHEREAS, the Borrower, by this Amendment, hereby notifies the Administrative Agent pursuant to Section 2.13 of the Existing Credit Agreement, the receipt of which is hereby acknowledged, of its request for Incremental Term Loans in an aggregate principal amount of $1,170,000,000 (the “New 2023 Incremental Term Loan Facility”, and the loans thereunder, including, for the avoidance of doubt, any 2020 Term Loans and any 2023 Incremental Term Loans that are converted, exchanged or rolled into the New 2023 Incremental Term Loan Facility pursuant to this Amendment on a cashless basis, the “New 2023

Incremental Term Loans”), the proceeds of which will be used by the Borrower, together with the Borrower’s cash on hand, to (i) refinance in full the 2020 Term Loans and 2023 Incremental Term Loans outstanding under the Existing Credit Agreement and all obligations outstanding under that certain ABL Credit Agreement dated as of October 28, 2019 among the Borrower, Ciena Communications, Inc., Ciena Government Solutions, Inc., Ciena Canada, Inc., as borrowers, the lenders and issuing lenders from time to time party thereto and Bank of America, N.A., as administrative agent and collateral agent (as amended, supplemented, amended and restated or otherwise modified from time to time, the “ABL Credit Agreement”) and (ii) to pay fees, costs and expenses in connection with the New 2023 Incremental Term Loans, this Amendment and the other transactions contemplated hereby;

WHEREAS, each Person that agrees to provide an Incremental Term Commitment for the New 2023 Incremental Term Loans (collectively, the “New 2023 Incremental Term Lenders”) will make such New 2023 Incremental Term Loans to the Borrower on the New 2023 Incremental Amendment Effective Date (as defined below) in the amount of its New 2023 Incremental Term Commitment (as defined below);

WHEREAS, the New 2023 Incremental Term Lenders will comprise, and the New 2023 Incremental Term Loans will be made by, (i) in part, Lenders who hold existing 2020 Term Loans and/or 2023 Incremental Term Loans and who irrevocably agree to convert, exchange or “cashless roll” all or a portion of their existing 2020 Term Loans and/or 2023 Incremental Term Loans to or for New 2023 Incremental Term Loans (each, a “New 2023 Incremental Term Converting Lender”); and (ii) in part, Persons providing New 2023 Incremental Term Loans the proceeds of which will be used by the Borrower to repay holders of any of the existing 2020 Term Loans and the existing 2023 Incremental Term Loans, in each case, that will not be so converted, exchanged or rolled;

WHEREAS, the Borrower, the New 2023 Incremental Term Lenders and the Administrative Agent (constituting the requisite parties pursuant to Section 2.13(c) and Section 10.01 of the Existing Credit Agreement) have agreed to make modifications to the Existing Credit Agreement to effect the terms of the New 2023 Incremental Term Loans in accordance with Section 2.13(c) and Section 10.01 of the Existing Credit Agreement;

WHEREAS, the New 2023 Incremental Term Loans will comprise a new class of Term Loans under the Credit Agreement, subject to the terms and provisions applicable to the New 2023 Incremental Term Loans established in the Credit Agreement as amended pursuant to this Amendment;

Further Amendments (Revolving Credit Facility):

WHEREAS, immediately following the effectiveness of the New 2023 Incremental Term Loan Facility, the Borrower and the New 2023 Incremental Term Lenders (which New 2023 Incremental Term Lenders, taken together, constitute all Lenders after giving effect to the borrowings under the New 2023 Incremental Term Loan Facility), have agreed to make certain amendments to the terms of the Existing Credit Agreement to permit the establishment of a revolving credit facility (the “Revolving Credit Facility”) and make certain other amendments to the terms of the Existing Credit Agreement, in each case, in accordance with Section 10.01 of the Existing Credit Agreement, and in connection therewith make certain amendments to (x) the Existing Security Agreement in accordance with Section 8.2 thereof and Section 10.01 of the Existing Credit Agreement, (y) the Existing Pledge Agreement in accordance with Section 24 thereof and Section 10.01 of the Existing Credit Agreement and (z) the Existing Guaranty in accordance with Section 12 thereof and Section 10.01 of the Existing Credit Agreement;

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WHEREAS, each Person that agrees to provide a Revolving Credit Commitment (as defined below) under the Revolving Credit Facility (collectively, the “Revolving Credit Lenders” and each a “Revolving Credit Lender”) pursuant to this Amendment will make available its Revolving Credit Commitment to the Borrower as of the New 2023 Incremental Amendment Effective Date on the terms set forth in the Credit Agreement;

WHEREAS, each Person that agrees to provide a L/C Commitment (as defined below) under the Revolving Credit Facility (collectively, the “L/C Issuers” and each an “L/C Issuer”) pursuant to this Amendment will make available its L/C Commitment to the Borrower as of the New 2023 Incremental Amendment Effective Date on the terms set forth in the Credit Agreement;

WHEREAS, certain Letters of Credit (as defined in the ABL Credit Agreement) were issued prior to, and are outstanding on, the New 2023 Incremental Effective Date under the ABL Credit Agreement and shall be deemed to be Letters of Credit under the Credit Agreement;

WHEREAS, the Person that agrees to provide a Swing Line Commitment (as defined below) under the Revolving Credit Facility (the “Swing Line Lender”) pursuant to this Amendment will make available its Swing Line Commitment to the Borrower as of the New 2023 Incremental Amendment Effective Date on the terms set forth in the Credit Agreement; and

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

SECTION 1. Amendments to Credit Agreement. Immediately and automatically effective as of the effectiveness of this Amendment pursuant to Section 7 below, each of the parties hereto agrees that (i) the Existing Credit Agreement shall be amended to delete the stricken text (indicated textually in the same manner as the following example: stricken text) and to add the double-underlined text (indicated textually in the same manner as the following example: double-underlined text) as set forth in the pages of the Existing Credit Agreement attached as Annex I-A hereto, (ii) Exhibit A [Form of Committed Loan Notice] to the Existing Credit Agreement shall be amended and restated in its entirety with Annex I-B hereto, (iv) a new Exhibit B [Form of Swing Line Loan Notice] shall be included in the form of Annex I-C hereto, (v) Exhibit C [Form of Promissory Note] to the Existing Credit Agreement shall be amended and restated in its entirety with Annex I-D hereto, (vi) a new Exhibit D [Form of Compliance Certificate] shall be included in the form of Annex I-E hereto, (vii) Exhibit D [Form of Intercreditor Agreement] to the Existing Credit Agreement shall be deleted in its entirety, (viii) Exhibit F [Form of Guaranty] to the Existing Credit Agreement shall be amended and restated in its entirety with Annex I-E-1 hereto, (ix) Exhibit G-1 [Form of Security Agreement] to the Existing Credit Agreement shall be amended and restated in its entirety with Annex I-E-2 hereto, (x) Exhibit G-2 [Form of Pledge Agreement] to the Existing Credit Agreement shall be amended and restated in its entirety with Annex I-E-3 hereto, (xi) new Exhibit R [Form of Letter of Credit Report] shall be included in the form of Annex I-E-4 hereto, (xii) new Exhibit S [Form of Notice of Loan Prepayment] shall be included in the form of Annex I-E-5 hereto, (xiii) a new Schedule 2.01C [L/C Commitments] shall be included in the form of Schedule 1C, (xiv) a new Schedule 2.01B [Swing Line Commitments] shall be included in the form of Schedule 1D, and (xv) a new Schedule I [Existing Letters of Credit] shall be included in the form of Annex I-F hereto. For the avoidance of doubt, the Exhibits, Schedules and Annexes to the Credit Agreement shall not be amended except as expressly provided for above and in Annexes I-A to Annex I-F hereto.

SECTION 2. Amendments to Security Agreement. Immediately and automatically effective as of the effectiveness of this Amendment pursuant to Section 7 below, each of the parties hereto agrees that the Existing Security Agreement (including its Annexes and Exhibits) shall be amended to delete the stricken text (indicated textually in the same manner as the following example: stricken text) and to add the

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double-underlined text (indicated textually in the same manner as the following example: double-underlined text) as set forth in the pages of the Security Agreement attached as Annex II hereto. For the avoidance of doubt, the Annexes and Exhibits to the Security Agreement shall not be amended except as expressly provided for above and in Annex II hereto.

SECTION 3. Amendments to Pledge Agreement. Immediately and automatically effective as of the effectiveness of this Amendment pursuant to Section 7 below, each of the parties hereto agrees that the Existing Pledge Agreement (including its Annexes) shall be amended to delete the stricken text (indicated textually in the same manner as the following example: stricken text) and to add the double-underlined text (indicated textually in the same manner as the following example: double-underlined text) as set forth in the pages of the Pledge Agreement attached as Annex III hereto. For the avoidance of doubt, the Annexes to the Pledge Agreement shall not be amended except as expressly provided for above and in Annex III hereto.

SECTION 4. Amendments to Guaranty. Immediately and automatically effective as of the effectiveness of this Amendment pursuant to Section 7 below, each of the parties hereto agrees that the Existing Guaranty shall be amended to delete the stricken text (indicated textually in the same manner as the following example: stricken text) and to add the double-underlined text (indicated textually in the same manner as the following example: double-underlined text) as set forth in the pages of the Guaranty attached as Annex IV hereto.

SECTION 5. Incremental Term Loans. Subject to the satisfaction of the conditions set forth in Section 7 hereof:

(a) Subject to the terms and conditions set forth herein and pursuant to Section 2.13 of the Existing Credit Agreement, on and as of the New 2023 Incremental Amendment Effective Date, each New 2023 Incremental Term Lender hereby agrees that it shall have, as contemplated by this Amendment and the Credit Agreement, an Incremental Term Commitment under the Credit Agreement in an amount equal to the amount set forth opposite such New 2023 Incremental Term Lender’s name under the heading “New 2023 Incremental Term Commitment” on Schedule 1A, Part 1 hereto (in the case of any New 2023 Incremental Term Lender making its New 2023 Incremental Term Loans in cash) or Schedule 1A, Part 2 hereto (in the case of any New 2023 Incremental Term Converting Lender converting, exchanging or rolling its existing 2020 Term Loan and/or existing 2023 Incremental Term Loans to or for New 2023 Incremental Term Loans) (the “New 2023 Incremental Term Commitments”).

(b) Subject to the terms and conditions set forth herein and pursuant to Section 2.01(b) of the Credit Agreement, each New 2023 Incremental Term Lender severally agrees to make a New 2023 Incremental Term Loan to the Borrower (or, in the case of a New 2023 Incremental Term Converting Lender, convert, exchange or roll its existing 2020 Term Loans and/or existing 2023 Incremental Term Loans for New 2023 Incremental Term Loans) on the New 2023 Incremental Amendment Effective Date in a principal amount equal to its New 2023 Incremental Term Commitment.

(c) The New 2023 Incremental Term Loans shall (i) constitute Incremental Term Loans and a new class of Term Loans, (ii) be senior obligations of the Loan Parties and be secured on a first-priority basis by the Collateral granted to the Administrative Agent for the benefit of the Secured Parties under the Collateral Documents, (iii) be guaranteed in the same manner and to the same extent by the Loan Parties that guaranteed the 2020 Term Loans and the 2023 Incremental Term Loans immediately prior to the New 2023 Incremental Amendment Effective Date and (iv)

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except as otherwise expressly provided in the Credit Agreement, participate on a pro rata basis in any repayments of Term Loans under the Credit Agreement; provided that pursuant to Section 2.05(a) of the Credit Agreement, the Borrower may elect to make a voluntary prepayment of (x) any Term Loan, including any Incremental Term Loan, without making any voluntary prepayment of the Revolving Credit Loans, including any Incremental Revolving Loans, (y) any Revolving Credit Loans, including any Incremental Revolving Loans, without making any voluntary prepayment of the Term Loans, including any Incremental Term Loan, and (z) any Incremental Term Loans incurred after the New 2023 Incremental Amendment Effective Date without making any voluntary prepayment of the New 2023 Incremental Term Loans.

SECTION 6. Revolving Credit Facility. Subject to the satisfaction of the conditions set forth in Section 7 hereof, immediately following the making of the New 2023 Incremental Term Loans as set forth in Section 5 above and the application of proceeds thereof in accordance with the Credit Agreement:

(a) Subject to the terms and conditions set forth herein and pursuant to Section 2.01(c) of the Credit Agreement, on and as of the New 2023 Incremental Amendment Effective Date, each Revolving Credit Lender hereby agrees that it shall have, as contemplated by this Amendment and the Credit Agreement, a Revolving Credit Commitment under the Credit Agreement in an amount equal to the amount set forth opposite such Revolving Credit Lender’s name under the heading “Revolving Credit Commitment” on Schedule 1B hereto (the “Revolving Credit Commitments” and the Loans thereunder, the “Revolving Credit Loans”).

(b) Subject to the terms and conditions set forth herein and pursuant to Section 2.03 of the Credit Agreement, on and as of the New 2023 Incremental Amendment Effective Date, each L/C Issuer hereby agrees that it shall have, as contemplated by this Amendment and the Credit Agreement, an L/C Commitment under the Credit Agreement in an amount equal to the amount set forth opposite such L/C Issuer’s name under the heading “L/C Commitment” on Schedule 1C hereto (the “L/C Commitments”).

(c) Subject to the terms and conditions set forth herein and pursuant to Section 2.04 of the Credit Agreement, on and as of the New 2023 Incremental Amendment Effective Date, the Swing Line Lender hereby agrees that it shall have, as contemplated by this Amendment and the Credit Agreement, a Swing Line Commitment under the Credit Agreement in an amount equal to the amount set forth opposite such Swing Line Lender’s name under the heading “Swing Line Commitment” on Schedule 1D hereto (the “Swing Line Commitment”).

(d) The Revolving Credit Facility (including all Obligations thereunder, including Revolving Credit Loans, L/C Obligations and Swing Line Loans) shall (i) constitute a new class of Loans, (ii) rank pari passu in right of payment and security in the Collateral granted to the Administrative Agent for the benefit of the Secured Parties under the Collateral Documents, in each case vis-a-vis the New 2023 Incremental Term Loans, and (iii) be guaranteed in the same manner and to the same extent by the Loan Parties that guarantee the New 2023 Incremental Term Loans.

SECTION 7. Incremental Amendment Effective Date Conditions. This Amendment will become effective on the date (the “New 2023 Incremental Amendment Effective Date”) on which each of the following conditions have been satisfied (or waived) in accordance with the terms therein:

(a) the Administrative Agent shall have received a counterpart of this Amendment signed on behalf of (i) the Borrower and each other Loan Party, (ii) the Administrative Agent, (iii) the New 2023 Incremental Term Lenders, (iv) the Revolving Credit Lenders, (v) the L/C Issuers and (vi) the Swing Line Lender;

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(b) the Administrative Agent shall have received a certificate of a Responsible Officer of each Loan Party dated the date hereof certifying (w) that attached thereto is a true and complete copy of the certificate or articles of incorporation, including all amendments thereto of such Loan Party certified as of a recent date by the Secretary of State of the state of organization of such Loan Party and a certificate as to the good standing of such Loan Party as of a recent date, (x) that attached thereto is a true and complete copy of the by-laws (or equivalent organizational document) of such Loan Party as in effect on such date, (y) that attached is a true and complete copy of the resolutions duly adopted by the board of directors (or equivalent governing body) of such Loan Party authorizing the execution, delivery and performance of this Amendment and all other documents executed in connection herewith, the borrowings thereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect on such date and (z) as to the incumbency and specimen signature of each officer executing the Amendment and any document executed in connection therewith and countersigned by another officer as to the incumbency and specimen signature of the Secretary or Assistant Secretary executing such certificate;

(c) the Administrative Agent shall have received a certificate signed by a Responsible Officer of the Borrower certifying (A) that the conditions specified in Sections 4.02(a) and (b) of the Credit Agreement have been satisfied, (B) that there has been no event or circumstance since the date of the most recent annual audited financial statements furnished pursuant to Sections 6.01(a) of the Credit Agreement that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect and (C) as of the New 2023 Incremental Amendment Effective Date, there are no actions, suits, claims, demands, investigations, inspections, audits, charges or proceedings pending or to the knowledge of any Responsible Officer of a Loan Party, threatened in writing (i) with respect to this Amendment, the Credit Agreement or any other Loan Document, or (ii) which has had, or could reasonably be expected to have, a Material Adverse Effect;

(d) all fees and out-of-pocket expenses required to be paid or reimbursed by the Borrower as separately agreed by the Borrower and the Arrangers for the New 2023 Incremental Term Loans (or any of their respective affiliates) (including, for the avoidance of doubt, that certain Fee Letter dated October 11, 2023, among the Borrower, Bank of America, N.A. and BofA Securities, Inc.), including, to the extent invoiced at least one (1) Business Day prior to the New 2023 Incremental Amendment Effective Date, reasonable and documented fees and out-of-pocket expenses of the Arrangers and all reasonable and documented fees and out-of-pocket expenses of counsel to the Administrative Agent and the Arrangers shall have been paid or reimbursed, on or prior to the date hereof;

(e) the Administrative Agent, on behalf of the Arrangers, the New 2023 Incremental Term Lenders, the Revolving Credit Lenders, the L/C Issuer and the Swing Line Lender shall have received (a) an opinion of Hogan Lovells US LLP, counsel to the Loan Parties, in form and substance reasonably satisfactory to the Arrangers and the Administrative Agent and (b) a solvency certificate from the chief financial officer of the Borrower certifying that the Loan Parties (on a consolidated basis) are Solvent as of the date hereof and after giving effect to the New 2023 Incremental Term Loans and the use of proceeds therefrom in form and substance reasonably satisfactory to the Arrangers and the Administrative Agent;

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(f) the Administrative Agent shall have received a Note in substantially the form attached as Exhibit C to the Credit Agreement executed by the Borrower in favor of each New 2023 Incremental Term Lender and Revolving Credit Lender requesting a Note;

(g) the representations and warranties of the Borrower contained in Article V of the Credit Agreement or in any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, shall be true and correct in all material respects (or, with respect to any such representation or warranty that is qualified by materiality or Material Adverse Effect, in all respects as drafted) on and as of the New 2023 Incremental Amendment Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects (or, with respect to any such representation or warranty that is qualified by materiality or Material Adverse Effect, in all respects as drafted) as of such earlier date, and except that for purposes of this clause (i), the representations and warranties contained in Sections 5.05(a) and (b) of the Credit Agreement shall be deemed to refer to the most recent statements furnished pursuant to Sections 6.01(a) and (b) of the Credit Agreement, respectively;

(h) the representations and warranties in Section 8 of this Amendment shall be true and correct in all material respects as of the date hereof;

(i) at least 5 Business Days prior to the date hereof (i) the New 2023 Incremental Term Lenders, the Revolving Credit Lenders, the L/C Issuers, the Swing Line Lender and the Administrative Agent shall have received all documentation and other information about the Borrower and the Guarantors required under applicable “know your customer” and anti-money laundering rules and regulations, including the PATRIOT Act and (ii) if the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation (as defined in the Credit Agreement) it shall have delivered, to the New 2023 Incremental Term Lenders party hereto, the Revolving Credit Lenders party hereto, the L/C Issuers party hereto, the Swing Line Lender and each other Lender that so requests, a Beneficial Ownership Certification, in each case, to the extent requested at least 10 Business Days prior to the date hereof;

(j) the Administrative Agent shall have received (or waived the receipt of) a Request for Credit Extension in accordance with the requirements of the Credit Agreement;

(k) no Default shall exist on the date hereof before or after giving effect to the New 2023 Incremental Term Loans;

(l) the commitments under the ABL Credit Agreement shall have been terminated, and all principal and accrued and unpaid interest and fees owing thereunder shall have been paid in full, and all guarantees and collateral issued in connection therewith shall have been released; and

(m) concurrently with the making of the New 2023 Incremental Term Loans, all outstanding principal and accrued interest with respect to the 2020 Term Loans and the 2023 Incremental Term Loans shall be paid in full on the New 2023 Incremental Amendment Effective Date.

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SECTION 8. Representations and Warranties. By its execution of this Amendment, each Loan Party hereby represents and warrants that:

(a) This Amendment and the other documents executed in connection herewith have been duly executed and delivered by each Loan Party party hereto and constitute a legal, valid and binding obligation of such Loan Party enforceable against such Loan Party in accordance with their terms, except as such enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, receivership, moratorium or similar laws of general applicability relating to or limiting creditors’ rights generally or by general equity principles;

(b) On the date hereof and after giving effect to the New 2023 Incremental Term Loans and the use of proceeds therefrom, the Loan Parties (on a consolidated basis) are Solvent; and

(c) The execution, delivery and performance by a Loan Party of this Amendment and the other documents executed in connection herewith to which such Person is a party (a) have been duly authorized by all requisite corporate or other organizational of such Loan Party, (b) do not (i) violate (A) any provision of (x) any applicable law, statute, rule or regulation, or (y) of the certificate or articles of incorporation, bylaws or other constitutive documents of such Loan Party, (B) any applicable order of any Governmental Authority or (C) any provision of any indenture, agreement or other instrument to which such Person is a party or by which any of them or any of their property is bound (including the Loan Documents), (ii) be in conflict with, result in a breach of or constitute (alone or with notice or lapse of time or both) a default under or give rise to any right to require the prepayment, repurchase or redemption of any obligation under any such indenture, agreement or other instrument or (iii) result in the creation or imposition of any Lien upon or with respect to any property or assets now owned or hereafter acquired by the Borrower or any Restricted Subsidiary (other than Liens created or permitted under the Credit Agreement or under the Collateral Documents), in case under this clause (b), to the extent that such violation, conflict, breach, default, or creation or imposition of Lien could not reasonably be expected to result in a Material Adverse Effect.

SECTION 9. Covenant and Acknowledgment.

(a) By its execution of this Amendment, the Borrower hereby covenants and agrees that the proceeds of the New 2023 Incremental Term Loans, any Revolving Credit Borrowing and any Letters of Credit shall be used by the Borrower in accordance with Section 6.11 of the Credit Agreement.

(b) Each Loan Party hereby expressly acknowledges the terms of this Amendment and reaffirms, as of the date hereof, (i) the covenants and agreements contained in each Loan Document to which it is a party, including, in each case, such covenants and agreements as in effect immediately after giving effect to this Amendment and the transactions contemplated hereby and (ii) its guarantee of the Obligations (including, without limitation, the New 2023 Incremental Term Loans) under the Guaranty and its grant of Liens on the Collateral to secure the Obligations (including, without limitation, the Obligations with respect to the New 2023 Incremental Term Loans) pursuant to the Collateral Documents.

SECTION 10. Reference to and Effect on Loan Documents; No Discharge; Reaffirmation of Intercreditor Agreement; Reaffirmation of the Loan Parties.

(a) On and after the effectiveness of this Amendment, (i) each reference in the Credit Agreement and the other Loan Documents to “this Agreement”, “hereunder”, “hereof” or words of like import referring to the Credit Agreement shall mean and be a reference to the Credit Agreement, as specifically amended by this Amendment, (ii) each reference to “Term Loan”,

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“Term Loans”, “Term Commitment” and “Term Commitments” shall be deemed to include the New 2023 Incremental Term Loans and the New 2023 Incremental Term Commitments, as applicable, and all other related terms will have correlative meanings mutatis mutandis, (iii) each reference to the term “this Agreement”, “hereunder”, “hereof” or words of like import in the Security Agreement, and all references to the Security Agreement in any other Loan Document, shall mean the Security Agreement as specifically amended by this Amendment, (iv) each reference to the term “this Agreement”, “hereunder”, “hereof” or words of like import in the Pledge Agreement, and all references to the Pledge Agreement in any other Loan Document, shall mean the Pledge Agreement as specifically amended by this Amendment and (v) each reference to the term “this Agreement”, “hereunder”, “hereof” or words of like import in the Guaranty, and all references to the Guaranty in any other Loan Document, shall mean the Guaranty as specifically amended by this Amendment.

(b) This Amendment is not intended to and shall not constitute a novation. This Amendment shall not discharge or release the priority of any Loan Document or any other security therefor. Nothing herein contained shall be construed as a substitution or novation of the instruments, documents and agreements securing the Obligations, which shall remain in full force and effect. Nothing in this Amendment shall be construed as a release or other discharge of the Borrower or any other Loan Party from any of its obligations and liabilities under the Credit Agreement or the other Loan Documents, all of which are continued on the terms set forth in the Credit Agreement.

(c) Each Lender party hereto and each Loan Party hereby consents to the amendment of the Credit Agreement, the Security Agreement, the Pledge Agreement and the Guaranty effected hereby and each Loan Party confirms and agrees that, notwithstanding the effectiveness of this Amendment, each Loan Document to which such Loan Party is a party is, and the obligations of such Loan Party contained in the Credit Agreement, this Amendment or in any other Loan Document to which it is a party are, and shall continue to be, in full force and effect and are hereby ratified and confirmed in all respects, in each case as amended by this Amendment. For greater certainty and without limiting the foregoing, each Loan Party hereby confirms that (i) the existing security interests granted by such Loan Party in favor of the Administrative Agent for the benefit of the Secured Parties pursuant to the Loan Documents in the Collateral described therein shall continue to secure the obligations of the Loan Parties under the Credit Agreement and the other Loan Documents as and to the extent provided in the Loan Documents and (ii) neither the modification of the Credit Agreement, the Security Agreement, the Pledge Agreement or the Guaranty effected pursuant to this Amendment nor the execution, delivery, performance or effectiveness of this Amendment (A) impairs the validity, effectiveness or priority of the Liens granted pursuant to any Loan Document, and such Liens continue unimpaired with the same priority to secure repayment of all Obligations, whether heretofore or hereafter incurred or (B) requires that any new filings be made or other action taken to perfect or to maintain the perfection of such Liens.

(d) Each Lender party hereto and each Loan Party hereby further agree this Amendment shall be an Increase Joinder pursuant to and in accordance with Section 2.13(c) of the Existing Credit Agreement with respect to the New 2023 Incremental Term Loan Facility and shall constitute all notices or requests required thereby.

(e) Each of the New 2023 Incremental Term Lenders (which New 2023 Incremental Term Lenders, taken together, constitute all Lenders after giving effect to the borrowings under the New 2023 Incremental Term Loan Facility)authorizes and directs the Administrative Agent to enter into this Amendment and to enter into the amendments to the Collateral Documents and the Guaranty expressly contemplated by Sections 2 through 4 hereof.

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SECTION 11. Amendment, Modification and Waiver. This Amendment may not be amended, modified or waived except as permitted by Section 10.01 of the Credit Agreement. The execution, delivery and effectiveness of this Amendment shall not, except as expressly provided herein, operate as a waiver of any right, power or remedy of any Lender or the Administrative Agent under any of the Loan Documents, nor, except as expressly provided herein, constitute a waiver or amendment of any provision of any of the Loan Documents.

SECTION 12. Entire Agreement. This Amendment, the Credit Agreement and the other Loan Documents constitute the entire agreement among the parties hereto with respect to the subject matter hereof and thereof and supersede all other prior agreements and understandings, both written and verbal, among the parties hereto with respect to the subject matter hereof. Except as expressly set forth herein, this Amendment shall not by implication or otherwise limit, impair, constitute a waiver of, or otherwise affect the rights and remedies of any party under, the Credit Agreement, the Security Agreement, the Pledge Agreement or the Guaranty nor alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement, the Security Agreement, the Pledge Agreement or the Guaranty , all of which are ratified and affirmed in all respects and shall continue in full force and effect. It is understood and agreed that each reference in each Loan Document to the Credit Agreement, the Security Agreement, the Pledge Agreement or the Guaranty, whether direct or indirect, shall hereafter be deemed to be a reference to the Credit Agreement, the Security Agreement, the Pledge Agreement or the Guaranty, respectively, as amended hereby and that this Amendment is a Loan Document.

SECTION 13. GOVERNING LAW. THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. SECTIONS 10.14 AND 10.15 OF THE CREDIT AGREEMENT ARE HEREBY INCORPORATED BY REFERENCE INTO THIS AMENDMENT AND SHALL APPLY HERETO.

SECTION 14. Severability. If any provision of this Amendment is held to be illegal, invalid or unenforceable, the legality, validity and enforceability of the remaining provisions of this Amendment shall not be affected or impaired thereby. The invalidity of a provision in a particular jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

SECTION 15. Counterparts; Effectiveness. This Amendment may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Delivery by telecopier or other electronic means of an executed counterpart of a signature page to this Amendment shall be effective as delivery of an original executed counterpart of this Amendment.

SECTION 16. WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AMENDMENT OR ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PERSON HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND

10

(B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AMENDMENT AND THE OTHER LOAN DOCUMENTS BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.

SECTION 17. Electronic Execution; Electronic Records; Counterparts. (a) This Amendment may be in the form of an Electronic Record and may be executed using Electronic Signatures. The Borrower and each of the Administrative Agent and each Lender agrees that any Electronic Signature on or associated with this Amendment shall be valid and binding on such Person to the same extent as a manual, original signature, and that this Amendment, when entered into by Electronic Signature, will constitute the legal, valid and binding obligation of such Person enforceable against such Person in accordance with the terms hereof to the same extent as if a manually executed original signature was delivered. This Amendment may be executed in as many counterparts as necessary or convenient, including both paper and electronic counterparts, but all such counterparts are one and the same. For the avoidance of doubt, the authorization under this paragraph may include, without limitation, use or acceptance of a manually signed paper which has been converted into electronic form (such as scanned into PDF format), or an electronically signed document converted into another format, for transmission, delivery and/or retention. The Administrative Agent and each of the Lenders may, at its option, create one or more copies of this Amendment in the form of an imaged Electronic Record (“Electronic Copy”), which shall be deemed created in the ordinary course of such Person’s business, and destroy the original paper document. This Amendment in the form of an Electronic Record, including an Electronic Copy, shall be considered an original for all purposes, and shall have the same legal effect, validity and enforceability as a paper record. Notwithstanding anything contained herein to the contrary, the Administrative Agent is under no obligation to accept an Electronic Signature in any form or in any format unless expressly agreed to by such Person pursuant to procedures approved by it; provided, further, without limiting the foregoing, (a) to the extent the Administrative Agent has agreed to accept such Electronic Signature, the Administrative Agent and each of the Lenders shall be entitled to rely on any such Electronic Signature purportedly given by or on behalf of the Borrower and/or any Lender without further verification and (b) upon the request of the Administrative Agent or any Lender, any Electronic Signature shall be promptly followed by such manually executed counterpart.

(b) Neither the Administrative Agent nor any Lender shall be responsible for or have any duty to ascertain or inquire into the sufficiency, validity, enforceability, effectiveness or genuineness of this Amendment or any other agreement, instrument or document (including, for the avoidance of doubt, in connection with the Administrative Agent’s or Lender’s reliance on any Electronic Signature transmitted by telecopy, emailed .pdf or any other electronic means). The Administrative Agent and the Lenders shall be entitled to rely on, and shall incur no liability under or in respect of this Amendment or any other Loan Document by acting upon, any document (which writing may be a fax, any electronic message, Internet or intranet website posting or other distribution or signed using an Electronic Signature) or any statement made to it orally or by telephone and believed by it to be genuine and signed or sent or otherwise authenticated (whether or not such Person in fact meets the requirements set forth in this Amendment for being the maker thereof).

(c) The Borrower and each Lender party hereto hereby waives (i) any argument, defense or right to contest the legal effect, validity or enforceability of this Amendment based solely on the lack of paper original copies of this Amendment, and (ii) waives any claim against the Administrative Agent, and each Lender for any liabilities arising solely from the Administrative Agent’s and/or any Lender’s reliance on or use of Electronic Signatures, including any liabilities arising as a result of the failure of the Borrower to use any available security measures in connection with the execution, delivery or transmission of any Electronic Signature.

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SECTION 18. Titles and Roles. (i) BofA Securities, Inc., JPMorgan Chase Bank, N.A., Wells Fargo Securities, LLC and Goldman Sachs Bank USA are acting as joint lead arrangers and bookrunners (the “Arrangers”) and (ii) Citi and MUFG Bank, Ltd. are acting as co-managers (the “Co-Managers”) for the New 2023 Incremental Term Loans established pursuant to this Amendment.

[SIGNATURE PAGES FOLLOW]

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IN WITNESS WHEREOF, each of the undersigned has caused its duly authorized officer to execute and deliver this Amendment as of the date first written above.

[SIGNATURE PAGE TO INCREMENTAL AMENDMENT AGREEMENT (CIENA CORP.)]

[SIGNATURE PAGE TO INCREMENTAL AMENDMENT AGREEMENT (CIENA CORP.)]

I. Election [Check ONLY ONE of the two boxes below]:

By checking this box, the undersigned Existing Term Lender hereby consents to the Amendment and agrees to convert, roll or exchange (on a cashless basis) 100% of the outstanding principal amount of its existing 2020 Term Loans (or such lesser amount allocated to such Existing Term Lender by the Administrative Agent) for New 2023 Incremental Term Loans in an equal principal amount.

By checking this box, the undersigned Existing Term Lender hereby agrees to have an amount equal to 100% of the outstanding principal amount of the existing 2020 Term Loans (or such lesser amount allocated to such Existing Term Lender by the Administrative Agent) held by such Existing Term Lender on the New 2023 Incremental Amendment Effective Date prepaid on the New 2023 Incremental Amendment Effective Date and to purchase by assignment from Bank of America, N.A. (or its designated affiliate) New 2023 Incremental Term Loans under the Credit Agreement (as amended by the Amendment) in an equal principal amount post-closing.

II. Signature:

Note: The following Existing Term Lenders executed signature pages consistent with the above signature page:

AB BSL CLO 1 Ltd

AB BSL CLO 2 Ltd

AB BSL CLO 3 Ltd

AIMCO CLO 11 Ltd

AIMCO CLO 16, Ltd.

AMMC CLO 26, Limited

Northwoods Capital 20 Limited

Northwoods Capital 22 Limited

Northwoods Capital 25, Limited

Northwoods Capital 27, Limited

Northwoods Capital XI-B, Limited

Northwoods Capital XII-B Limited

Northwoods Capital XIV-B Limited

Northwoods Capital XV, Limited

Northwoods Capital XVII, Limited

Northwoods Capital XVIII, Limited

AZB Funding 12 Limited

Fidante Partners Limited as Trustee of Ares Global Credit Income Fund

The Canadian Medical Protective Association

Elevation CLO 2020-11, Ltd.

Elevation CLO 2021-13, Ltd.

Elevation CLO 2022-16, Ltd

Bain Capital Credit CLO 2017-2 Limited

[SIGNATURE PAGE TO INCREMENTAL AMENDMENT AGREEMENT (CIENA CORP.)]

Bain Capital Credit CLO 2018-1, Limited

Bain Capital Credit CLO 2018-2, Limited

Bain Capital Credit CLO 2019 4 Limited

Bain Capital Credit CLO 2019-1, Ltd

Bain Capital Credit CLO 2019-2, Limited

Bain Capital Credit CLO 2019-3, Limited

Bain Capital Credit CLO 2020-1, Ltd

Bain Capital Credit CLO 2020-3, Limited

Bain Capital Credit CLO 2020-4, Limited

Bain Capital Credit CLO 2020-5, Limited

Bain Capital Credit CLO 2021-1, Ltd

Bain Capital Credit CLO 2021-2, Limited

Bain Capital Credit CLO 2021-3 Limited

Bain Capital Credit CLO 2021-4 Limited

Bain Capital Credit CLO 2021-5 Limited

Bain Capital Credit CLO 2021-6, Limited

Bain Capital Credit CLO 2021-7 Ltd

Bain Capital Credit CLO 2022-1, Limited

Bain Capital Credit CLO 2022-2, Limited

Bain Capital Credit CLO 2022-3, Limited

Bain Capital Credit CLO 2022-4, Limited

Bain Capital Credit CLO 2022-5, Limited

Bain Capital Credit CLO 2022-6 Ltd

Race Point X CLO Limited

Bain Capital Credit CLO 2020-2, Limited

Bank of America, TRADE

Yari Funding ULC

Bardin Hill – Triton CLO 2022-1 Ltd.

Swiss Capital Alternative Strategies Funds SPC RE SC Alternative Strategy 12 SP

Arrowood Indemnity Company

Arrowood Indemnity Company as administrator of the Pension Plan of Arrowood Indemnity Company

Baloise Senior Secured Loan Fund I

Bel-Air Loan Fund LLC

Serengeti Loan Fund a series trust of the Multi Strategy Umbrella Fund Cayman

Birch Grove CLO 5 Ltd.

BlackRock Credit Allocation Income Trust

BlackRock Dynamic High Income Portfolio of BlackRock Fund II

BlackRock Floating Rate Income Portfolio of BlackRock Funds V

Blackrock Floating Rate Loan ETF

BlackRock Income Fund of BlackRock Funds V

BlackRock Private Investments Fund

Civil Aviation Authority Pension Scheme

Magnetite XXV, Limited

Magnetite XXX, Limited

Regimes D Assurance de L Industrie de la Construction du Quebec

ABR Reinsurance Ltd

AIA Investment Management Private Limited

BlackRock BankLoan Fund

BlackRock Credit Strategies Fund

Blackrock Debt Strategies Fund Inc

BlackRock Floating Rate Income Strategies Fund Inc

BlackRock Floating Rate Income Trust

Blackrock Funds II, Blackrock Multi-Asset Income Portfolio

BlackRock Global Investment Series Income Strategies Portfolio

BlackRock Limited Duration Income Trust

Blackrock Managed Income Fund of Blackrock Funds II

BlackRock Multi-Strategy Credit Master Fund Ltd

Chubb European Group SE

Delaware Life Insurance Company

Employers Assurance Company

Employers Compensation Insurance Company

Employers Insurance Company of Nevada

Employers Preferred Insurance Company

Employers Reassurance Corporation

Fonds de Formation des Salaries de L’Industrie de la Construction du Quebec

Loan Funding II LLC

Magnetite XIX, Limited

Magnetite XXI, Limited

Magnetite XXII, Limited

Magnetite XXIII, Limited

Magnetite XXIV, Limited

Magnetite XXIX, Limited

Magnetite XXVI, Limited

Magnetite XXVII, Limited

Magnetite XXVIII Limited

Magnetite XXXI, Limited

Magnetite XXXII, Limited

Magnetite XXXIII, Limited

Magnetite XXXIV, Limited

Magnetite XXXV, Limited

MAGNETITE XXXVI, LIMITED

Multi-Strategy Credit Fund

NC Garnet Fund, L.P.

New York State Insurance Fund

Permanens Capital Floating Rate Fund LP

Zurich American Life Insurance Company

ORCIC JV WH II LLC

ORCIC JV WH LLC

Malaga LLC

Saranac CLO VIII Limited

Capital Four US CLO I Ltd

Capital Four US CLO III Ltd

CarVal CLO II Ltd

CarVal CLO III Ltd.

CarVal CLO IV Ltd

CarVal CLO V-C, LTD

CarVal CLO VI-C, Ltd

CarVal CLO VII-C, Ltd

CarVal CLO VIII-C, Ltd

Park Blue CLO 2022-I Ltd

Park Blue CLO 2022-II, Ltd

Brisket Funding LLC

CIFC Falcon 2020 Ltd

CIFC Funding 2014-IV-R, Ltd.

CIFC Funding 2015-IV Ltd

CIFC Funding 2016-I LTD

CIFC Funding 2018-V, Ltd.

CIFC Funding 2019-I Ltd

CIFC Funding 2019-II, Ltd.

CIFC Funding 2019-III Ltd.

CIFC Funding 2019-IV Ltd.

CIFC Funding 2019-V Ltd.

CIFC Funding 2019-VI, Ltd

CIFC Funding 2020 II Ltd

CIFC Funding 2020-I, Ltd.

CIFC Funding 2020-III Ltd.

CIFC Funding 2020-IV, Ltd.

CIFC Funding 2021-I Ltd

CIFC Funding 2021-II, Ltd.

CIFC Funding 2021-III Ltd.

CIFC Funding 2021-IV, Ltd

CIFC Funding 2021-V, Ltd

CIFC Funding 2021-VI, Ltd.

CIFC Funding 2021-VII, Ltd

CIFC Funding 2022 III Ltd

CIFC Funding 2022-I Ltd

CIFC Funding 2022-II Ltd

CIFC Funding 2022-IV, Ltd.

CIFC Funding 2022-V Ltd.

CIFC Funding 2022-VII, Ltd.

CIFC Loan Income Fund 2021, A Series Trust of Multi Manager Global Investment Trust

CIFC Loan Income Fund 2023, a Series Trust of Multi Manager Global Investment Trust

CIFC Palace Royale Warehouse III Ltd

CIFC Funding 2022-VI Ltd.

CQS Brunel Multi Asset Credit Fund, a Sub Fund of CQS Global Funds (Ireland) plc

Inflation Protection Fund-1 Series, a series of the Wespath Funds Trust

Madison Park Funding LV, Ltd.

Copperhill Loan Fund I, LLC

Credit Suisse Senior Loan Investment Unit Trust

HYFI Loan Fund

Alpen Senior Loan Fund

Endurance Specialty Insurance, Ltd

Madison Park Funding LIII, Ltd.

Madison Park Funding LIX, Ltd

Madison Park Funding LXII Ltd

Phillips 66 Retirement Plan Trust

Rose Hill Senior Loan Fund

Stelle HYFI Loan Fund

Boston Retrement System

Crescent Capital High Income Fund B L.P.

National Electrical Benefit Fund

Diameter Capital CLO 1 Ltd.

Diameter Capital CLO 2 Ltd

Diameter Capital CLO 3 Ltd.

Diameter Capital CLO 4 Ltd.

Diameter Capital CLO 5 Ltd.

Brighthouse Funds Trust I—Brighthouse/Eaton Vance Floating Rate Portfolio

Calvert Management Series- Calvert Floating-Rate Advantage Fund

Eaton Vance CLO 2013-1 LTD

Eaton Vance CLO 2019-1, Ltd.

Eaton Vance CLO 2020-1, Ltd.

Eaton Vance CLO 2020-2, Ltd.

Eaton Vance Institutional Senior Loan Plus Fund

Eaton Vance US Loan Fund 2016 a Series Trust of Global Cayman Investment Trust

Eaton Vance US Senior BL Fund 2018

Eaton Vance VT Floating-Rate Income Fund

University of Miami

Elmwood Master SVP Fir Ltd

Ballyrock CLO 14 Ltd

Ballyrock CLO 15 Ltd.

Ballyrock CLO 16 Ltd

Ballyrock CLO 17 Ltd.

Ballyrock CLO 18 Ltd.

Ballyrock CLO 19 Ltd.

Ballyrock CLO 20 Ltd.

Ballyrock CLO 2019-1 Ltd.

Ballyrock CLO 2020-2 Ltd.

Ballyrock CLO 21 Ltd.

Ballyrock CLO 22 Ltd

Ballyrock CLO 23 Ltd.

Ballyrock CLO 24 Ltd.

FIAM Floating Rate High Income Commingled Pool

FIAM Leveraged Loan LP

Fidelity Advisor Series I Fidelity Advisor Floating Rate High Income Fund

Fidelity Central Investment Portfolios LLC Fidelity Floating Rate Central Fund

Fidelity Floating Rate High Income Multi Asset Base Fund

Fidelity Income Fund Fidelity Total Bond Fund

Fidelity Merrimack Street Trust: Fidelity Total Bond ETF

Fidelity Salem Street Trust: Fidelity SAI Total Bond Fund

JNL/Fidelity Institutional Asset Management Total Bond Fund

JNL/PPM America Floating Rate Income Fund

Variable Insurance Products Fund Floating Rate High Income Portfolio

KKR CLO 40 Ltd.

Golub Capital Partners CLO 19(B)-R, Ltd

Generate CLO 6 Ltd

Generate CLO-5 Ltd

Generate CLO-7 Ltd.

Generate CLO-8 Ltd

Partner Reinsurance Company of the U.S.

Custom Leveraged Loan Fund SPV LLC

West Street/NJ BSL Credit FIB LLC

GCP CLO Warehouse BARC 2023, Ltd

Golub Capital Partners CLO 37(B), Ltd.

Golub Capital Partners CLO 40(B), Ltd.

Golub Capital Partners CLO 41(B)-R, Ltd.

Golub Capital Partners CLO 43 (B), Ltd

Golub Capital Partners CLO 48(B), Ltd.

Golub Capital Partners CLO 50 (B)-R, Ltd.

Golub Capital Partners CLO 52(B) Ltd

Golub Capital Partners CLO 53 (B) Ltd

Golub Capital Partners CLO 55(B), Ltd.

Golub Capital Partners CLO 58 B Ltd

Golub Capital Partners CLO 60(B), Ltd

Golub Capital Partners CLO 62 (B), Ltd

GOLUB CAPITAL PARTNERS CLO 64(B), LTD.

Golub Capital Partners CLO 66(B), Ltd

Empower CLO 2022-1, Ltd.

Empower CLO 2023-1, Ltd

Empower CLO 2023-2, Ltd

SPDR Blackstone/GSO Senior Loan ETF

UnitedHealthCare Insurance Company

Wheels Common Investment Fund

Bandera Strategic Credit Partners I, L.P.

GSO Jupiter Loan Trust

Guggenheim CLO 2022-2, Ltd

Endurance Specialty Insurance Ltd

GIM Credit Master LUX S.a.r.l.

Partner Reinsurance Company Ltd

Partner Reinsurance Company of the U.S.

Zurich American Insurance Company

Liquid Loan Opportunities Master Fund, L.P.

GIM Trust 2 Senior Secured Loan Fund

JPMorgan Floating Rate Income Fund

JPMorgan Income Builder Fund

JPMorgan Strategic Income Opportunities Fund

Rockford Tower CLO 2017-1, Ltd.

Rockford Tower CLO 2018-2, Ltd.

Rockford Tower CLO 2022-2, Ltd.

Rockford Tower CLO 2018-1, Ltd

Rockford Tower CLO 2019-1, Ltd

Rockford Tower CLO 2019-2, Ltd.

Rockford Tower CLO 2020-1, Ltd

Rockford Tower CLO 2021-1, Ltd

Rockford Tower CLO 2021-2 Ltd

Rockford Tower CLO 2021-3, Ltd.

Rockford Tower CLO 2022-1, Ltd.

Rockford Tower CLO 2022-3, Ltd.

HYFI Aquamarine Loan Fund

KKR CLO 15 Ltd

KKR CLO 34 Ltd

KKR CLO 38 Ltd

KKR CLO 52 Ltd.

Asian Development Bank (For its Staff Retirement Plan)

KKR CLO 14 Ltd

KKR CLO 16 Ltd

KKR CLO 17 Ltd.

KKR CLO 22 Ltd

KKR CLO 23 Ltd

KKR CLO 24 Ltd

KKR CLO 25 Ltd

KKR CLO 26 Ltd.

KKR CLO 27 Ltd.

KKR CLO 28 Ltd.

KKR CLO 29 Ltd.

KKR CLO 30 Ltd.

KKR CLO 31 Ltd.

KKR CLO 32 Ltd.

KKR CLO 33 Ltd

KKR CLO 35 Ltd.

KKR CLO 36 Ltd

KKR CLO 37 Ltd.

KKR CLO 39 Ltd.

KKR CLO 41 Ltd.

KKR CLO 44 Ltd.

KKR DAF Syndicated Loan and High Yield Fund Designated Activity Company

KKR Multi-Asset Tactical Allocation Designated Activity Company

KKR Senior Floating Rate Income Fund

KKR US Broadly Syndicated Loan Fund DAC

State of Wyoming

Chubb Bermuda Insurance Ltd

KKR CLO 43 Ltd.

KKR CLO 48 Ltd.

KKR CLO 49 Ltd.

KKR CLO 42 Ltd.

KKR CLO 46 Ltd.

Atlantic Avenue 2022-1 Ltd.

Metropolitan Tower Life Insurance Company

Venture 34 CLO, Limited

Venture 35 CLO, Ltd

522 Funding CLO 2019-5, Ltd.

522 Funding CLO 2020-6, Ltd.

Morgan Stanley Eaton Vance CLO 2021-1, Ltd.

Morgan Stanley Eaton Vance CLO 2022-16, Ltd

Morgan Stanley Eaton Vance CLO 2022-17A, Ltd.

Morgan Stanley Eaton Vance CLO 2022-18, Ltd

522 Funding CLO 2017-1(A), Ltd.

522 Funding CLO 2018-3(A), Ltd.

522 Funding CLO 2021-7, Ltd.

1988 CLO 1 Ltd.

Regatta VI Funding Ltd.

Regatta VII Funding Ltd.

Regatta XII Funding Ltd

Regatta XIX Funding Ltd.

Regatta XVI Funding Ltd

Regatta XVII Funding Ltd

Regatta XVIII Funding Ltd.

Regatta XX Funding Ltd

Regatta XXI Funding Ltd

Regatta XXII Funding Ltd

Regatta XXIII Funding Ltd

Regatta XXIV Funding Ltd

Neuberger Berman Global Senior Floating Rate Income Fund

Neuberger Berman Floating Rate Income Fund

Neuberger Berman High Quality Global Senior Floating Rate Income Fund

New York State Insurance Fund

NZAM-NF USD Bank Loan Fund

Flatiron CLO 21 Ltd

OHA Credit Funding 10, Ltd

OHA Credit Funding 11, Ltd.

OHA Credit Funding 12, Ltd.

OHA Credit Funding 13, Ltd.

OHA Credit Funding 14, Ltd

OHA Credit Funding 2, Ltd

OHA Credit Funding 3, LTD

OHA Credit Funding 4, Ltd.

OHA Credit Funding 5, Ltd

OHA Credit Funding 6, Ltd.

OHA Credit Funding 7, Ltd.

OHA Credit Funding 8, Ltd.

OHA Credit Funding 9, Ltd.

OHA Credit Partners VII, Ltd.

OHA Credit Partners XI, Ltd

OHA Credit Partners XIII, Ltd

OHA Credit Partners X-R, Ltd.

OHA Credit Partners XVI, Ltd

OHA Loan Funding 2013-1, Ltd.

OHA Loan Funding 2013-2, Ltd.

OHA Loan Funding 2015 1 Ltd

OHA Loan Funding 2016 -1, Ltd

Oaktree CLO 2019-2 Ltd.

Oaktree CLO 2019-3, Ltd.

Oaktree CLO 2019-4, Ltd.

Oaktree CLO 2020-1, Ltd

Oaktree CLO 2021-2, Ltd.

Oaktree CLO 2022-1, Ltd

Oaktree CLO 2022-2, Ltd.

Oaktree CLO 2022-3, Ltd.

Oaktree CLO 2023-1, Ltd

Octagon 67, Ltd.

Octagon 68, Ltd.

Octagon Investment Partners 35, Ltd.

Octagon Investment Partners XVII, Ltd.

Octagon Investment Partners XXII, Ltd.

Octagon Joint Credit Trust Series I

OCP CLO 2023-28, LTD.

OSD CLO 2023-27, Ltd.

Dryden 109 CLO, Ltd.

Dryden 43 Senior Loan Fund

Dryden 57 CLO, Ltd.

Dryden 58 CLO, Ltd.

Dryden 60 CLO, Ltd

Dryden 61 CLO, Ltd.

Dryden 64 CLO, Ltd

Dryden 68 CLO, Ltd.

Dryden 70 CLO, Ltd

Dryden 78 CLO, Ltd.

Dryden 80 CLO, Ltd.

Dryden 85 CLO, Ltd.

Dryden 86 CLO, Ltd

Dryden 87 CLO, Ltd

Dryden 90 CLO, Ltd

Dryden 92 CLO, Ltd.

Dryden 95 CLO, Ltd.

Dryden 97 CLO Ltd

Dryden 98 CLO, Ltd.

Leveraged Loan (JPY hedged) fund a Series Trust of Cayman World Invest Trust

The Canadian Medical Protective Association

BLUE SHIELD OF CALIFORNIA

Lancashire Insurance Company Limited

National Pension Service

Post CLO 2022-1 Ltd

Post CLO 2023-1 Ltd

Post LCO 2021-1 Ltd

Post Senior Loan Fund 2021, A Series Trust of Multi Manager Global Investment Trust

Post Senior Loan Fund 2022, a Series Trust of Multi Manager Global Investment Trust

Dryden 94 CLO, Ltd.

Dryden 40 Senior Loan Fund

Dryden 41 Senior Loan Fund

Dryden 55 CLO, Ltd

Dryden 72 CLO, Ltd

Saratoga Investment Corp Senior Loan Fund 2022 1 Ltd

OZLM XIV, Ltd

OZLM XIX, Ltd

OZLM XV Ltd

Sculptor CLO XXV, Ltd.

OZLM XXIII, Ltd.

OZLM XXIV Ltd

Sculptor CLO XXIX, Ltd.

Sculptor CLO XXVI, Ltd

Sculptor CLO XXVII, Ltd

Sculptor CLO XXVIII, Ltd.

Sculptor CLO XXX, Ltd

Sculptor CLO XXXI, Ltd

Silver Point CLO 1, Ltd.

Silver Point CLO 2, Ltd.

Sixth Street CLO XIX, Ltd

Sixth Street CLO XVII, Ltd.

Sixth Street CLO XXI Ltd

Sound Point CLO XX, Ltd

Steele Creek Capital Funding I, LLC

Metropolitan West Floating Rate Income Fund

Thrivent Financial for Lutherans

Teachers Insurance and Annuity Association of America

Sixth Street CLO XVIII, Ltd.

Sixth Street CLO XX, Ltd.

TICP CLO VII, Ltd

TICP CLO VIII Ltd

Sixth Street CLO XVI Ltd

TICP CLO VI 2016-2 LTD

TICP CLO XII, Ltd

TICP CLO XIII Ltd

TICP CLO XIV LTD

TICP CLO XV Ltd

Trimaran CAVU 2021-1 Ltd.

Trimaran CAVU 2021-2 Ltd.

Trimaran CAVU 2023-1 Ltd

Pulsar Funding I, Ltd

Vibrant CLO IV Ltd

Vibrant CLO XI, Ltd

Vibrant CLO XII, Ltd.

Vibrant CLO XIII, Ltd

Vibrant CLO XIV, Ltd

Vibrant CLO XV, Ltd.

Vibrant CLO XVIII, Ltd

Warwick Capital CLO 1 Ltd

Wellfleet CLO 2018-2, Ltd.

Wellfleet CLO 2018-3, Ltd.

Wellfleet CLO 2019-1, Ltd

Wellfleet CLO 2020-1, Ltd.

Wellfleet CLO 2020-2, Ltd

Wellfleet CLO 2021-1, Ltd

Wellfleet CLO 2021-2, Ltd.

Wellfleet CLO 2021-3, Ltd

Wellfleet CLO 2022-1, Ltd.

Wellfleet CLO 2022-2, Ltd.

Wellfleet CLO 2022-3, Ltd

Wellfleet CLO 2023-1, Ltd.

Wellfleet CLO X, Ltd.

First American Title Insurance Company

Medtronic Holdings SARL

SAEV Masterfonds Wellington Global High Yield

Safety Insurance Company

The Hartford Short Duration Fund

WCF Mutual Insurance Company

Wellington Trust Company National Association Multiple Common Trust Funds Trust Bank Loan Portfolio

Trinitas CLO XXI, Ltd.

Trinitas CLO XXII, Ltd.

I. Election [Check ONLY ONE of the two boxes below]:

By checking this box, the undersigned Existing Term Lender hereby consents to the Amendment and agrees to convert, roll or exchange (on a cashless basis) 100% of the outstanding principal amount of its existing 2020 Term Loans (or such lesser amount allocated to such Existing Term Lender by the Administrative Agent) for New 2023 Incremental Term Loans in an equal principal amount.

By checking this box, the undersigned Existing Term Lender hereby agrees to have an amount equal to 100% of the outstanding principal amount of the existing 2020 Term Loans (or such lesser amount allocated to such Existing Term Lender by the Administrative Agent) held by such Existing Term Lender on the New 2023 Incremental Amendment Effective Date prepaid on the New 2023 Incremental Amendment Effective Date and to purchase by assignment from Bank of America, N.A. (or its designated affiliate) New 2023 Incremental Term Loans under the Credit Agreement (as amended by the Amendment) in an equal principal amount post-closing.

II. Signature:

Note: The following Existing Term Lenders executed signature pages consistent with the above signature page:

AGL CLO 10 Ltd

AGL CLO 11 Ltd

AGL CLO 12 Ltd.

AGL CLO 13 Ltd

AGL CLO 14 Ltd.

AGL CLO 16 Ltd.

AGL CLO 19 Ltd

AGL CLO 20 Ltd

AGL CLO 22 Ltd

AGL CLO 23 Ltd

AGL CLO 25 Ltd

AGL CLO 3 Ltd

AGL CLO 6 Ltd

AGL CLO 7 Ltd

AGL CLO 9 Ltd

AGL CLO I Ltd.

AGL Core CLO 2 Ltd

AGL Core CLO 4 Ltd.

AGL Core CLO 8 Ltd

Allegro CLO IX, Ltd

Allegro CLO XIII, Ltd.

Allegro CLO XIV, Ltd.

[SIGNATURE PAGE TO INCREMENTAL AMENDMENT AGREEMENT (CIENA CORP.)]

Allegro CLO XV, Ltd.

Sogecap Diversified Loans Funds

Saranac CLO VI Limited

Canyon CLO 2022-2, Ltd

CIFC Funding 2013-III-R, Ltd.

CIFC Funding 2013-IV, Ltd.

CIFC FUNDING 2014 LTD

CIFC Funding 2014-V Ltd

CIFC Funding 2015-I, Ltd

CIFC Funding 2018-IV, Ltd.

Eaton Vance CLO 2014-1R, Ltd.

Eaton Vance CLO 2018-1, Ltd.

Eaton Vance Institutional Senior Loan Fund

Golub Capital Partners CLO 26(B)-R, Ltd

Senior Floating Rate Fund LLC

Senior Floating Rate Loan Fund

MidOcean Credit CLO III

Venture 31 CLO, Limited

Venture 32 CLO, Limited

Venture 33 CLO Limited

Venture 36 CLO, Ltd

Venture 37 CLO, Limited

Venture 38 CLO, Limited

Venture 39 CLO, Limited

Venture 41 CLO, Limited

Venture 42 CLO, Limited

Venture 43 CLO, Limited

Venture 44 CLO, Limited

Venture 45 CLO, Limited

Venture 46 CLO, Limited

Venture XXX CLO Limited

Regatta X Funding Ltd

Regatta XI Funding Ltd

Regatta XIII Funding Ltd

Regatta XIV Funding Ltd.

Regatta XV Funding Ltd

OHA Credit Partners XII Ltd

Oaktree CLO 2018-1 Ltd.

Oaktree CLO 2019-1 Ltd.

TCW CLO 2017-1 Ltd

TCW CLO 2018-1, LTD

TCW CLO 2019-1 AMR, LTD.

TCW CLO 2019-2 Ltd.

TCW CLO 2020-1 Ltd

TCW CLO 2021-1 Ltd.

TCW CLO 2021-2, Ltd.

TCW CLO 2022-1, Ltd

Vibrant CLO III, Ltd.

Vibrant CLO IX, Ltd

Vibrant CLO X, Ltd.

Wellfleet CLO 2017-3, Ltd.

Wellfleet CLO 2018-1, Ltd.

[SIGNATURE PAGE TO INCREMENTAL AMENDMENT AGREEMENT (CIENA CORP.)]

[SIGNATURE PAGE TO INCREMENTAL AMENDMENT AGREEMENT (CIENA CORP.)]

[SIGNATURE PAGE TO INCREMENTAL AMENDMENT AGREEMENT (CIENA CORP.)]

[SIGNATURE PAGE TO INCREMENTAL AMENDMENT AGREEMENT (CIENA CORP.)]

[SIGNATURE PAGE TO INCREMENTAL AMENDMENT AGREEMENT (CIENA CORP.)]

[SIGNATURE PAGE TO INCREMENTAL AMENDMENT AGREEMENT (CIENA CORP.)]

Schedule 1A

Part 1

Part 2

[Further detail with respect to commitments held on file with the Administrative Agent]

Schedule 1B

Schedule 1C

Schedule 1D

ANNEX I-A

AMENDMENTS TO CREDIT AGREEMENT

[Changed pages to Credit Agreement follow]

CREDIT AGREEMENT

Dated as of July 15, 2014

among

CIENA CORPORATION,

as the Borrower,

BANK OF AMERICA, N.A.,

as Administrative Agent, Swing Line Lender and an L/C Issuer

and

The Other Lenders and L/C Issuers Party Hereto

BANK OF AMERICA, N.A.

DEUTSCHE BANK SECURITIES INC.

and

JPMORGAN CHASE BANK, N.A.,

as Joint Lead Arrangers and Joint Bookrunners

DEUTSCHE BANK SECURITIES INC.

and

JPMORGAN CHASE BANK, N.A.,

as Co-Syndication Agents

WELLS FARGO SECURITIES, LLC,

CITIGROUP GLOBAL MARKETS INC.,

and

MUFG BANK, LTD.,

as Co-Documentation Agents

TABLE OF CONTENTS

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CREDIT AGREEMENT

This CREDIT AGREEMENT (“Agreement”) is entered into as of July 15, 2014, among CIENA CORPORATION, a Delaware corporation (the “Borrower”), each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), and BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and an L/C Issuer and the other L/C Issuers from time to time party hereto.

PRELIMINARY STATEMENTS:

The Borrower has requested that the Lenders provide a term loan facility, the proceeds of which shall be used to fund cash to the Borrower’s balance sheet and general corporate purposes, which may include the repayment of certain indebtedness, and a revolving credit facility, the proceeds of which shall be used for general corporate purposes (including the ABL Refinancing (as defined below)), and the Lenders have indicated their willingness to lend and each L/C Issuer has indicated its willingness to issue letters of credit, in each case, on the terms and subject to the conditions set forth herein.

In consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree as follows:

ARTICLE I

DEFINITIONS AND ACCOUNTING TERMS

1.01. Defined Terms Defined Terms. Unless otherwise defined in Annex I, as used in this Agreement, the following terms shall have the meanings set forth below:

“2014 Term Loans” means the Term Loans made by the Lenders to the Borrower pursuant to Section 2.01 on July 15, 2014 and repaid or refinanced on the 2017 Refinancing Amendment Effective Date.

“2016 Term Loans” means the Term Loans made by the Lenders to the Borrower pursuant to the 2016 Incremental Joinder and repaid or refinanced on the 2017 Refinancing Amendment Effective Date.

“2016 Incremental Joinder” means that certain Incremental Joinder and Amendment Agreement dated as of April 25, 2016.

“2017 Refinancing Amendment Effective Date” means January 30, 2017.

“2017 Term Loans” means the Term Loans made by the Lenders to the Borrower pursuant to that certain Omnibus Refinancing Amendment to Credit Agreement, Security Agreement and Pledge Agreement, to refinance in full the 2014 Term Loans and the 2016 Term Loans outstanding as of the 2017 Refinancing Amendment Effective Date and repaid or refinanced on the 2018 Refinancing Amendment Effective Date.

“2018 Convertible Notes” shall mean the Borrower’s 3.75% senior convertible notes due October 15, 2018, issued pursuant to the 2018 Convertible Notes Indenture, including, for the avoidance of doubt, any such convertible notes issued by the Borrower to the holders of any 2018 Convertible Notes pursuant to an indenture described in clause (b) of the definition of 2018 Convertible Notes Indenture in exchange for such 2018 Convertible Notes, which exchange, for purposes of this Agreement, shall be deemed not to be a payment or prepayment on, or redemption or acquisition for value of, any 2018 Convertible Notes.

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“2018 Convertible Notes Documents” shall mean the 2018 Convertible Notes and the 2018 Convertible Notes Indenture.

“2018 Convertible Notes Indenture” shall mean (a) the Indenture, dated as of October 18, 2010, between the Borrower, as issuer, and The Bank of New York Mellon Trust Company, N.A., as trustee, as amended, modified or supplemented from time to time, or (b) any other replacement, substitute or additional indenture permitted to be entered into pursuant to the proviso to Section 7.15(a).

“2018 Refinancing Amendment Effective Date” means September 28, 2018.

“2018 Term Loans” means the Term Loans made by the Lenders to the Borrower pursuant to that certain Refinancing Amendment to Credit Agreement, dated as of September 28, 2018, a portion of the proceeds of which were used to refinance in full the 2017 Term Loans outstanding as of the 2018 Refinancing Amendment Effective Date and were repaid or refinanced on the 2020 Refinancing Amendment Effective Date.

“2020 Convertible Notes” shall mean the Borrower’s 4.00% senior convertible notes due December 15, 2020, issued pursuant to the 2020 Convertible Notes Indenture, including, for the avoidance of doubt, any such convertible notes issued by the Borrower to the holders of any 2020 Convertible Notes pursuant to an indenture described in clause (b) of the definition of 2020 Convertible Notes Indenture in exchange for such 2020 Convertible Notes, which exchange, for purposes of this Agreement, shall be deemed not to be a payment or prepayment on, or redemption or acquisition for value of, any 2020 Convertible Notes.

“2020 Convertible Notes Documents” shall mean the 2020 Convertible Notes and the 2020 Convertible Notes Indenture.

“2020 Convertible Notes Indenture” shall mean the Indenture, dated as of December 27, 2012, between the Borrower, as issuer, and The Bank of New York Mellon Trust Company, N.A., as trustee, as amended, modified or supplemented from time to time, or (b) any other replacement, substitute or additional indenture permitted to be entered into pursuant to the proviso to Section 7.15(a).

“2020 Refinancing Amendment Effective Date” means January 23, 2020.

“ 2020 Term Lender” means each Lender holding a 2020 Term Loan and any permitted assignees thereof in accordance with the Credit Agreement.

“2020 Term Loans” means the Term Loans made by the Lenders to the Borrower pursuant to that certain Refinancing Amendment to Credit Agreement, dated as of January 23, 2020, a portion of the proceeds of which were used to refinance in full the 2018 Term Loans outstanding as of the 2020 Refinancing Amendment Effective Date.

and were repaid or refinanced on the New “2023 Co-Documentation Agents” means Goldman Sachs Bank USA and Wells Fargo Securities, LLC in their capacity as co-documentation agents with respect to the 2023 Incremental Term Loan Facility.

“2023 Incremental Amendment Effective Date” means January 19, 2023.

“2023 Incremental Term Borrowing” means a borrowing consisting of simultaneous 2023 Incremental Term Loans, of the same Type and, in the case of Term SOFR Loans, having the same Interest Period made by each of the 2023 Incremental Term Lenders pursuant to Section 2.01.

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“2023 Incremental Term Lender” means each Lender holding a 2023 Incremental Term Loan and any permitted assignees thereof in accordance with this Agreement.

“2023 Incremental Term Loan” means an advance made by any 2023 Incremental Term Lender under the 2023 Incremental Term Loan Facility.

“2023 Incremental Term Loan Commitment” means, as to each 2023 Incremental Term Lender, its obligation to make the 2023 Incremental” means the Term Loans made by the Lenders to the Borrower pursuant to Section 2.01 in an aggregate principal amount at any one time outstanding not to exceed the amount set forth opposite such 2023 Incremental Term Lender’s name on Schedule 1A to thethat certain Incremental Joinder and Amendment Agreement, as such amount may be adjusted from time to time in accordance with this Agreement dated as of January 19, 2023, which were repaid or refinanced on the New 2023 Incremental Amendment Effective Date.

“2023 Incremental Term Loan Facility” means, at any time, (a) on or prior to the 2023 Incremental Amendment Effective Date, the aggregate amount of the 2023 Incremental Term Loan Commitments at such time and (b) thereafter, the aggregate principal amount of the 2023 Incremental Term Loans of all 2023 Incremental Term Lenders outstanding at such time.

“2023 Syndication Agent” means JPMorgan Chase Bank, N.A. in its capacity as syndication agent with respect to the 2023 Incremental Term Loan Facility.

“ABL Credit Agreement” meansRefinancing” means the repayment in full of all obligations under, and the termination of all commitments under, that certain ABL Credit Agreement dated as of October 28, 2019 (as amended, amended and restated, modified, waived, extended, renewed, replaced or refinanced from time to time prior to the New 2023 Incremental Amendment Effective Date, the “ABL Credit Agreement”) among the Borrower, Ciena Communications, Inc., Ciena Government Solutions, Inc., Ciena Canada, Inc., as borrowers, Bank of America, N.A., as administrative agent, swing line lender and a l/c issuer, the other l/c issuers party thereto and the other lenders party thereto (as amended, amended and restated, modified, waived, extended, renewed, replaced or refinanced from time to time in accordance with the terms of the Intercreditor Agreement and this Agreement (other than any agreement evidencing ABL Replacement Indebtedness constituting a Permitted Receivables Facility).; provided that letters of credit issued thereunder and listed on Schedule I shall be treated as Letters of Credit under this Agreement.

“ABL Formula” means an amount equal to the sum of 85% of the book value of all inventory and 85% of the book value of all accounts receivable, in each case, owned by the Borrower and its Restricted Subsidiaries as of the end of the most recent fiscal quarter for which financial statements have been delivered to the Administrative Agent in accordance with Section 6.01(a) or (b) and calculated in accordance with GAAP.

“ABL Credit Documents” shall have the meaning provided in the Intercreditor Agreement.

“ABL Obligations” shall have the meaning provided in the Intercreditor Agreement.

“ABL Priority Collateral” shall have the meaning provided in the Intercreditor Agreement.

“ABL Replacement Indebtedness” shall mean any combination of (i) one or more debt facilities or other financing arrangements providing for revolving credit commitments and/or letters of credit (provided that if such facilities or financing arrangements are not subject to the Intercreditor Agreement, they shall be subject to an Other Intercreditor Agreement and shall be secured on a pari passu or junior basis with the Obligations) and (ii) Permitted Receivables Facilities.

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“Acquired Entity or Business” shall mean either (x) all or substantially all of the assets of, or the assets constituting a business, division or product line of, any Person not already a Restricted Subsidiary of the Borrower or (y) 100% of the Equity Interests of any such Person, which Person shall, as a result of the acquisition of such Equity Interests, become a Wholly-Owned Restricted Subsidiary of the Borrower (or shall be merged with and into the Borrower or a Wholly-Owned Restricted Subsidiary of the Borrower; provided that, in the case of any merger involving (x) the Borrower, the Borrower shall be the surviving or continuing Person, and (y) a Guarantor, a Guarantor shall be the surviving or continuing Person (or if such surviving or continuing Person is not a Guarantor, it shall become a Guarantor contemporaneously with the consummation of such merger)).

“Additional Convertible Notes” shall mean unsecured senior convertible notes of the Borrower issued pursuant to, and containing the requirements of, clause (y) of Section 7.02(l), Section 7.02(n), Section 7.02(r) or Section 7.02(s) which unsecured senior convertible notes are convertible into shares of Company Common Stock.

“Additional Convertible Notes Documents” shall mean any Additional Convertible Notes and any Additional Convertible Notes Indenture.

“Additional Convertible Notes Indenture” shall mean each indenture (or similar document) pursuant to which any Additional Convertible Notes are issued.

“Additional Revolving Capacity” shall have the meaning specified in Section 7.02(c).

“Adjustment” shall have the meaning specified in Section 3.083.08.

“Administrative Agent” means Bank of America in its capacity as administrative agent under any of the Loan Documents, or any successor administrative agent.

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

“Administrative Questionnaire” means an Administrative Questionnaire in substantially the form of Exhibit E-2 or any other form approved by the Administrative Agent.

“Affected Financial Institution” shall mean any EEA Financial Institution or UK Financial Institution.

“Affiliate” means, with respect to any Person, another Person that directly, or indirectly through one or more intermediaries, Controls or is Controlled by or is under common Control with the Person specified.

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

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

“AHYDO Payment” means any mandatory prepayment or redemption pursuant to the terms of any Indebtedness that is intended or designed to cause such Indebtedness not to be treated as an “applicable high yield discount obligation” within the meaning of Section 163(i) of the Code.

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“All-in Yield” shall mean, as to any Indebtedness, the effective interest rate with respect thereto thereon as reasonably determined by the Administrative Agent taking into account the interest rate margin, original issue discount, upfront fees, recurring periodic fees and eurodollar rate floor or alternate base rate floor; provided that original issue discount and upfront fees shall be equated to interest rate assuming a four-year life to maturity of such Indebtedness (or, if less, the stated life to maturity at the time of the incurrence of such Indebtedness); provided further that “All-in Yield” shall not include any arrangement, commitment, underwriting, structuring or similar fees paid to arrangers (or their affiliates) or any other fees, in each case that are not generally paid to or shared ratably with lenders with respect to such Indebtedness.

“Applicable Fee Rate” means, at any time, in respect of the Revolving Credit Facility (a) from the New 2023 Incremental Amendment Effective Date to the date on which the Administrative Agent receives a Compliance Certificate pursuant to Section 6.02(b) for the fiscal quarter ending October 28, 2023, 0.25% per annum and (b) thereafter, the applicable percentage per annum set forth below determined by reference to the Total Net Leverage Ratio as set forth in the most recent Compliance Certificate received by the Administrative Agent pursuant to Section 6.02(b):

Any increase or decrease in the Applicable Fee Rate resulting from a change in the Total Net Leverage Ratio shall become effective as of the first Business Day immediately following the date a Compliance Certificate is delivered pursuant to Section 6.02(b); provided, however, that if a Compliance Certificate is not delivered when due in accordance with such Section, then, upon the request of the Required Revolving Lenders, Pricing Level 4 shall apply as of the first Business Day after the date on which such Compliance Certificate was required to have been delivered and shall remain in effect until the date on which such Compliance Certificate is delivered. Notwithstanding anything to the contrary contained in this definition, the determination of the Applicable Fee Rate for any period shall be subject to the provisions of Section 2.10(b).

“Applicable Percentage” means, (a) with respect to any Term Lender, at any time, the percentage (carried out to the ninth decimal place) of the applicable Facility, represented by the principal amount of such Term Lender’s Term Loans in respect of such Facility, at such time and (b) in respect of the Revolving Credit Facility, with respect to any Revolving Credit Lender at any time, the percentage (carried out to the ninth decimal place) of the Revolving Credit Facility represented by such Revolving Credit Lender’s Revolving Credit Commitment at such time, subject to adjustment as provided in Section 2.17. If the commitment of each Revolving Credit Lender to make Revolving Credit Loans and the obligation of the L/C Issuers to make L/C Credit Extensions have been terminated pursuant to Section 8.02, or if the Revolving Credit Commitments have expired, then the Applicable Percentage of each Revolving Credit Lender in respect of the Revolving Credit Facility shall be determined based on the Applicable Percentage of such Revolving Credit Lender in respect of the Revolving Credit Facility most recently in effect, giving effect to any subsequent assignments and to any Lender’s status as a Defaulting Lender at the time of determination. The initial Applicable Percentage of each Term Lender in respect of the Facilities is set forth opposite the name of such Lender on Schedule 2.01 or in the Assignment and Assumption pursuant to which such Lender becomes a party hereto, as applicable.

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“Applicable Period” has the meaning specified in Section 2.10(b).

“Applicable Rate” means, (i) in the case of 2020New 2023 Incremental Term Loans, 0.751.00% per annum for Base Rate Loans and 1.752.00% per annum for Term SOFR Loans and (ii) in the case of Revolving Credit Loans and Letter of Credit Fees, (x) from the New 2023 Incremental Term Loans, 1.50Amendment Effective Date to the date on which the Administrative Agent receives a Compliance Certificate pursuant to Section 6.02(b) for the fiscal quarter ending October 28, 2023, 0.50% per annum for Base Rate Loans and 2.501.50% per annum for Term SOFR Loans. and Letter of Credit Fees and (y) thereafter, the applicable percentage per annum set forth below determined by reference to the Total Net Leverage Ratio as set forth in the most recent Compliance Certificate received by the Administrative Agent pursuant to Section 6.02(b):

“Appropriate Lender” means, at any time a Lender that has a Commitment with respect to any Facility or holds a Term Loan.

Any increase or decrease in the Applicable Rate resulting from a change in the Total Net Leverage Ratio shall become effective as of the first Business Day immediately following the date a Compliance Certificate is delivered pursuant to Section 6.02(b); provided, however, that if a Compliance Certificate is not delivered when due in accordance with such Section 6.02(b), then, upon the request of the Required Revolving Lenders, Pricing Level 4 shall apply in respect of the Revolving Credit Facility and, in each case as of the first Business Day after the date on which such Compliance Certificate was required to have been delivered and in each case shall remain in effect until the date on which such Compliance Certificate is delivered. Notwithstanding anything to the contrary contained in this definition, the determination of the Applicable Rate for any period shall be subject to the provisions of Section 2.10(b).

“Applicable Revolving Credit Percentage” means with respect to any Revolving Credit Lender at any time, such Revolving Credit Lender’s Applicable Percentage in respect of the Revolving Credit Facility at such time.

“Appropriate Lender” means, at any time, (a) with respect to any Term Facility or the Revolving Credit Facility, a Lender that has a Commitment with respect to such Facility or holds a Term Loan or a Revolving Credit Loan, respectively, at such time, (b) with respect to the Letter of Credit Sublimit, (i) the L/C Issuers and (ii) if any Letters of Credit have been issued pursuant to Section 2.03(a), the Revolving Credit Lenders and (c) with respect to the Swing Line Sublimit, (i) the Swing Line Lender and (ii) if any Swing Line Loans are outstanding pursuant to Section 2.04(a), the Revolving Credit Lenders.

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

“Arrangers” means, (i) with respect to the 2020New 2023 Incremental Term Loans,Loan Facility, each of Bank of America, Deutsche Bank Securities Inc. and JPMorgan Chase Bank, N.A., Wells Fargo Securities, LLC and Goldman Sachs Bank USA and (ii) with respect to the Revolving Credit Facility, each of Bank of America, JPMorgan Chase Bank, N.A., Wells Fargo Bank, N.A. and Goldman Sachs Bank USA, in each case, in their capacity as joint lead arrangers and joint bookrunners and (ii) with respect to the 2023 Incremental Term Loans, Bank of America, Goldman Sachs Bank USA, JPMorgan Chase Bank, N.A. and Wells Fargo Securities, LLC, in their capacity as joint lead arrangers and joint bookrunners.

“Asset Sale” shall mean any sale, transfer or other disposition by the Borrower or any of its Restricted Subsidiaries to any Person (including by way of redemption by such Person) other than to the Borrower or a Wholly-Owned Restricted Subsidiary of the Borrower of any asset (including, without limitation, any capital stock or other securities of, or Equity Interests in, another Person), but excluding sales, transfers and other dispositions of assets pursuant to Sections 7.05 (a), (b), (c), (d), (e), (g), (h), (i), (j), (k), (l), (m), (n), (p), (q), (r), (s) and (t).

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

“Assignment and Assumption” means an assignment and assumption entered into by a Lender and an Eligible Assignee (with the consent of any party whose consent is required by Section 10.06(b)), and accepted by the Administrative Agent, in substantially the form of Exhibit E-1 or any other form (including electronic documentation generated by use of an electronic platform) approved by the Administrative Agent.

“Attributable Indebtedness” means with respect to any Person on any date, in respect of any Permitted Receivables Facility, the amount of obligations outstanding on any date of determination that would be characterized as principal if such Permitted Receivables Facility had been structured as a secured loan rather than a sale; provided that, for the avoidance of doubt, no obligations outstanding under any Permitted Receivables Facility that is not recorded as debt in accordance with GAAP shall be deemed to be Attributable Indebtedness; provided further, that Attributable Indebtedness shall not include any amount of Indebtedness owing by any Securitization Subsidiary to the Borrower or any Restricted Subsidiary to the extent that such intercompany Indebtedness has been incurred to finance, in part, the transfers of Securitization Assets to such Securitization Subsidiary.

“Audited Financial Statements” means the audited consolidated balance sheet of the Borrower and its Subsidiaries for the fiscal year ended October 31, 2017, and the related consolidated statements of income or operations, shareholders’ equity and cash flows for such fiscal year of the Borrower and its Subsidiaries, including the notes thereto.

“Auto-Extension Letter of Credit” has the meaning specified in Section 2.03(b).

“Availability Period” means in respect of the Revolving Credit Facility, the period from and including the New 2023 Incremental Amendment Effective Date to the earliest of (i) the Maturity Date for the Revolving Credit Facility, (ii) the date of termination of the Revolving Credit Commitments pursuant to Section 2.06, and (iii) the date of termination of the commitment of each Revolving Credit Lender to make Revolving Credit Loans and of the obligation of the L/C Issuers to make L/C Credit Extensions pursuant to Section 8.02.

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“Available Amount Basket” means on any date of determination thereof, an amount equal to the sum of

(a) the greater of $50,000,000200,000,000 and 13.032.0 % of LTM Consolidated EBITDA, plus

(b) $361,957,000 (which amount represents cumulative Retained Excess Cash Flow (as defined in this Agreement immediately prior to the 2018 Refinancing Amendment Effective Date) not otherwise applied from the Closing Date to the 2018 Refinancing Amendment Effective Date), plus

(c) Retained Excess Cash Flow (without duplication of the amounts included in the Available Amount Basket pursuant to clause (b) above), plus

(d) 100% of the aggregate Net Cash Proceeds received by the Borrower after the 2018 Refinancing Amendment Effective Date from the issue or sale of Equity Interests of the Borrower, plus

(e) the principal amount of any Indebtedness, or the liquidation preference or maximum fixed repurchase price, as the case may be, of any stock that is not common or Qualified Preferred Stock (such non-common, non-qualified stock, “Disqualified Stock”), of the Borrower or any Restricted Subsidiary thereof issued after the 2018 Refinancing Amendment Effective Date (other than Indebtedness or Disqualified Stock issued to a Restricted Subsidiary or an employee stock ownership plan or trust established by the Borrower or any Restricted Subsidiary (other than to the extent such employee stock ownership plan or trust has been funded by the Borrower or any Restricted Subsidiary)) which has been converted into or exchanged for common Equity Interests or Qualified Preferred Stock in the Borrower, plus

(f) 100% of the aggregate amount received by the Borrower or any Restricted Subsidiary in cash or Cash Equivalents from the sale or other disposition (other than to the Borrower or a Restricted Subsidiary of the Borrower) of Investments made by the Borrower and its Restricted Subsidiaries and from repurchases and redemptions of such Investments from the Borrower and its Restricted Subsidiaries by any Person (other than the Borrower or any of its Restricted Subsidiaries) and from repayments of loans or advances which constituted Investments (in each case to the extent that the Investment was made pursuant to Section 7.03(w) on or after the 2018 Refinancing Amendment Effective Date), plus

(g) an amount equal to the sum of (A) the amount of any Investments by Borrower or any Restricted Subsidiary pursuant to Section 7.03(w) in any Unrestricted Subsidiary that has been redesignated as a Restricted Subsidiary or has been merged, consolidated or amalgamated with or into, or is liquidated into, Borrower or any Restricted Subsidiary and (B) the Fair Market Value (as reasonably determined by the Borrower) of the property or assets of any Unrestricted Subsidiary representing Investments made pursuant to Section 7.03(w) that have been transferred, conveyed or otherwise distributed to Borrower or any Restricted Subsidiary, in each case during the period from and including the 2018 Refinancing Amendment Effective Date through and including such time, plus

(h) returns, profits, distributions and similar amounts received in cash or Cash Equivalents on Investments made pursuant to Section 7.03(w) on or after the 2018 Refinancing Amendment Effective Date, plus

(i) the Net Cash Proceeds of Dispositions of Unrestricted Subsidiaries and Joint Ventures where the original Investment was made pursuant to Section 7.03(w) on or after the 2018 Refinancing Amendment Effective Date, plus

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(j) the aggregate amount received after the 2018 Refinancing Amendment Effective Date by the Borrower or any Restricted Subsidiary in cash from any dividend or other distribution by an Unrestricted Subsidiary or a Joint Venture where the original Investment was made pursuant to Section 7.03(w),

minus

(i) the sum of (x) the amount of the Available Amount Basket used before such date to make Investments pursuant to Section 7.03(w)7.03(w), (y) the amount of the Available Amount Basket used before such date to make or pay Dividends pursuant to Section 7.06(j)7.06(j) and (z) the amount of the Available Amount Basket used before such date to make prepayments of Indebtedness permitted pursuant to Section 7.14(e), in each case, to the extent used on or after the 2018 Refinancing Amendment Effective Date.

“Available Currency” shall mean, (a) with respect to Loans to the Borrower, Dollars, and (b) with respect to Letters of Credit issued for the account of the Borrower, Dollars, Canadian Dollars, Euros, Pounds Sterling and any other freely transferable currency to the extent that such currency is approved by the respective L/C Issuer issuing the respective Letter of Credit.

“Available Revolving Incremental Amount” means, from and after the New 2023 Incremental Amendment Effective Date, an aggregate cumulative amount equal to $150,000,000.

“Available Term Incremental Amount” means, as of any date of determination, the sum of (i) the Fixed Term Incremental Amount plus (ii) the Ratio Incremental Amount; provided that (x) the Borrower may elect to use clause (ii) prior to clause (i) and regardless of whether there is capacity under clause (i), and if both clauses (i) and (ii) are available and the Borrower does not make an election, the Borrower will be deemed to have elected clause (ii) and (y) the Borrower may elect to utilize clauses (i) and (ii) concurrently and in such case, amounts incurred under clause (i) concurrently with amounts under clause (ii) shall not be included in Indebtedness for purposes of calculating the Ratio Incremental Amount at such time; provided further, for the avoidance of doubt, to the extent the proceeds of any Incremental Term Loan or Incremental Equivalent Debt are being utilized to repay Indebtedness (including any repayment, repurchase or refinancing of Indebtedness for which an irrevocable notice of repayment (or similar notice of repayment) has been delivered), such calculations shall be on a Pro Forma Basis after giving effect to such repayments.

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

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

“Bank of America” means Bank of America, N.A. and its successors.

“Base Rate” means for any day a fluctuating rate per annum equal to the highest of (a) the Federal Funds Rate plus 1/2 of 1%, (b) the rate of interest in effect for such day as publicly announced from time to time by Bank of America as its “prime rate”, and (c) the Term SOFR plus 1.00%; provided that the rate calculated pursuant to this clause (c) shall not be less than (i), (i) in the case of 2020 Term Loans, 1.00%

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and (ii) in the case ofNew 2023 Incremental Term Loans, 1.00% and (ii) in the case of Revolving Credit Loans, 1.00%. The “prime rate” is a rate set by Bank of America based upon various factors including Bank of America’s costs and desired return, general economic conditions and other factors, and is used as a reference point for pricing some loans, which may be priced at, above, or below such announced rate. Any change in such rate announced by Bank of America shall take effect at the opening of business on the day specified in the public announcement of such change.

“Base Rate Loan” means a Revolving Credit Loan or a Term Loan that bears interest based on the Base Rate.

“Basket” means any amount, threshold or other value permitted or prescribed with respect to any Lien, Indebtedness, Disposition, Investment, Dividend, transaction value, judgment or other amount under any provision in this Agreement.

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

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

“Benefit Plan” means any of (a) an “employee benefit plan” (as defined in ERISA) that is subject to Title I of ERISA, (b) a “plan” as defined in Section 4975 of the Code or (c) any Person whose assets include (for purposes of ERISA Section 3(42) or otherwise for purposes of Title I of ERISA or Section 4975 of the Code) the assets of any such “employee benefit plan” or “plan”.

“BHC Act Affiliate” has the meaning specified in Section 10.21(b).

“Borrower” has the meaning specified in the introductory paragraph hereto.

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

“Borrowing” means, collectively a Revolving Credit Borrowing, a Term Borrowing and a New 2023 Incremental Term Loan Borrowing.

“Business Day” means any day other than a Saturday, Sunday or other day on which commercial banks are authorized to close under the Laws of, or are in fact closed in, the state where the Administrative Agent’s Office is located.

“Calculation Period” shall mean, with respect to any Material Acquisition or any other event expressly required to be calculated on a Pro Forma Basis pursuant to the terms of this Agreement, the Test Period most recently ended prior to the date of such Material Acquisition or other event for which financial statements have been delivered to the Lenders pursuant to this Agreement.

“Call Spread Option” shall mean the call spread options on the Company Common Stock held by the Borrower on or after the Closing Date and, if purchased on or after the Closing Date, purchased in accordance with the terms of this Agreement relating to the Company Common Stock issuable upon conversion at final maturity of any series of Permitted Convertible Notes.

“Canadian Dollars” and “Cdn.$” shall mean freely transferable lawful money of Canada (expressed in Canadian dollars).

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“Capitalized Expenditures” means, with respect to any Person, all expenditures by such Person which should be capitalized in accordance with GAAP and, without duplication, the amount of all Capitalized Leases incurred by such Person.

“Capitalized Leases” means, with respect to any Person, all rental obligations of such Person which, under GAAP, are or will be required to be capitalized on the books of such Person, in each case taken at the amount thereof accounted for as indebtedness in accordance with such principles.

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

“Cash Collateralize” means to pledge and deposit with or deliver to the Administrative Agent, for the benefit of one or more of the L/C Issuers or Swing Line Lender (as applicable) and the Lenders, as collateral for L/C Obligations, Obligations in respect of Swing Line Loans, or obligations of Lenders to fund participations in respect of L/C Obligations or Swing Line Loans (as the context may require), cash or deposit account balances or, if the Administrative Agent, the L/C Issuers or Swing Line Lender shall agree in their sole discretion, other credit support, in each case pursuant to documentation in form and substance reasonably satisfactory to (a) the Administrative Agent and (b) the L/C Issuers or the Swing Line Lender (as applicable). “Cash Collateral” shall have a meaning correlative to the foregoing and shall include the proceeds of such Cash Collateral and other credit support.

“Cash Equivalents” shall mean, as to any Person, (i) securities issued or directly and fully guaranteed or insured by the United States or any agency or instrumentality thereof (provided that the full faith and credit of the United States is pledged in support thereof) having maturities of not more than 24 months from the date of acquisition, (ii) marketable direct obligations issued by any state of the United States or any political subdivision of any such state or any public instrumentality thereof maturing within 12 months from the date of acquisition thereof and, at the time of acquisition, having one of the two highest ratings obtainable from either S&P or Moody’s, (iii) U.S. Dollar-denominated time deposits, certificates of deposit and bankers acceptances of any Lender or any commercial bank having, or which is the principal banking subsidiary of a bank holding company having, a long-term unsecured debt rating of at least “A” or the equivalent thereof from S&P or “A2” or the equivalent thereof from Moody’s with maturities of not more than 12 months from the date of acquisition by such Person, (iv) repurchase obligations with a term of not more than 30 days for underlying securities of the types described in clause (i) above entered into with any bank meeting the qualifications specified in clause (iii) above, (v) commercial paper issued by any Person incorporated in the United States rated at least A-1 or the equivalent thereof by S&P or at least P 1 or the equivalent thereof by Moody’s and in each case maturing not more than 12 months after the date of acquisition by such Person, (vi) investments in money market funds regulated under Rule 2a-7 of the Investment Company Act of 1940, (vii) securities of the types described in clause (ii) above having maturities of not more than 24 months from the date of acquisition thereof so long as such securities are fully guaranteed for both principal and interest by an irrevocable letter of credit issued by a commercial bank with a minimum credit rating of Aa3 from Moody’s or AA- from Standard & Poor’s and (viii) in the case of any Foreign Subsidiary of the Borrower, substantially similar investments of the type described in clauses (i) though (vii) above denominated in foreign currencies and from similarly capitalized and rated foreign banks or other Persons in the jurisdiction in which such Foreign Subsidiary is organized.

“Cash Management Agreement” means any agreement to provide cash management services, including treasury, depository, overdraft, credit or debit card, electronic funds transfer and other cash management arrangements, including, without limitation, services relating to operating, collections, payroll, trust, or other depository or disbursement accounts, including automated clearinghouse, e-payable, electronic funds transfer, wire transfer, controlled disbursement, overdraft, depository, information reporting, lockbox and stop payment services.

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“Cash Management Bank” means any Person that is a Lender or an Affiliate of a Lender (or any Person party to a Cash Management Agreement with the Borrower or its Subsidiaries that was a Lender or an Affiliate thereof at the time it entered into such Cash Management Agreement), in its capacity as a party to a Cash Management Agreement (including any Cash Management Agreement in existence as of the New 2023 Incremental Amendment Effective Date).

“CERCLA” means the Comprehensive Environmental Response, Compensation and Liability Act of 1980.

“CERCLIS” means the Comprehensive Environmental Response, Compensation and Liability Information System maintained by the U.S. Environmental Protection Agency.

“Change in Law” means the occurrence, after the date of this AgreementNew 2023 Incremental Amendment Effective Date, of any of the following: (a) the adoption or taking effect of any law, rule, regulation or treaty, (b) any change in any law, rule, regulation or treaty or in the administration, interpretation, implementation or application thereof by any Governmental Authority or (c) the making or issuance of any request, rule, guideline or directive (whether or not having the force of law) by any Governmental Authority; provided that notwithstanding anything herein to the contrary, (x) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (y) all requests, rules, guidelines or directives promulgated by the Bank for International settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to be a “Change in Law”, regardless of the date enacted, adopted or issued.

“Change of Control” shall mean (i) any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Exchange Act), is or shall become the “beneficial owner” (as defined in Rules 13(d)-3 and 13(d)-5 under the Exchange Act), directly or indirectly, of 35% or more of the Voting Stock of the Borrower, (ii) during any period of 24 consecutive months, a majority of the members of the board of directors or other equivalent governing body of the Borrower cease to be composed of individuals (x) who were members of that board or equivalent governing body on the first day of such period, (y) whose election or nomination to that board or equivalent governing body was approved by individuals referred to in clause (x) above constituting at the time of such election or nomination at least a majority of that board or equivalent governing body or (z) whose election or nomination to that board or other equivalent governing body was approved by individuals referred to in clauses (x) and (y) above constituting at the time of such election or nomination at least a majority of that board or equivalent governing body or (iii) a “change of control” or similar event shall occur as provided in the ABL Credit Agreement, any Permitted Convertible Notes Document, or to the extent any Indebtedness evidenced thereby is in excess of the Threshold Amount, any Permitted Additional Indebtedness Document.

“Citi” means Citigroup Global Markets Inc., Citibank, N.A., Citicorp USA, Inc., Citicorp North America, Inc. and/or any of their affiliates as Citi shall have determined.

“Class” when used in reference to any Loan or Borrowing, refers to whether such Loan, or the Loans comprising such Borrowing, are Revolving Credit Loans or New 2023 Incremental Term Loans and, when used in reference to any Commitment, refers to whether such Commitment is a Revolving Credit Commitment or New 2023 Incremental Term Loan Commitment.

“Closing Date” means July 15, 2014.

“CME” means CME Group Benchmark Administration Limited.

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“Co-Managers” means, with respect to the New 2023 Incremental Term Loan Facility, Citi and MUFG Bank, Ltd. in their capacity as co-managers.

“Co-Syndication Agent” means (i) with respect to the New 2023 Incremental Term Loan Facility., each of JPMorgan Chase Bank, N.A. and Wells Fargo Bank, N.A. in its capacity as co-syndication agent and (ii) with respect to the Revolving Credit Facility, each of JPMorgan Chase Bank, N.A. and Wells Fargo Bank, N.A. in its capacity as co-syndication agent.

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

“Collateral” means all of the “Collateral” and “Mortgaged Property” or “Trust Property” or other similar term referred to in the Collateral Documents and all of the other property that is or is intended under the terms of the Collateral Documents to be subject to Liens in favor of the Administrative Agent for the benefit of the Secured Parties; provided that for the avoidance of doubt, the Collateral with respect to a particular Collateral Document shall not include any “Excluded Assets” as such term is defined in such Collateral Document.

“Collateral Documents” means, collectively, the Security Agreement, the Intellectual Property Security Agreements, the Mortgages, each of the mortgages, collateral assignments, Security Agreement Supplements, security agreements, pledge agreements or other similar agreements delivered to the Administrative Agent pursuant to Section 6.12, and each of the other agreements, instruments or documents that creates or purports to create a Lien on the assets of the Loan Parties in favor of the Administrative Agent for the benefit of the Secured Parties.

“Commitment” means, individually and collectively, as applicable, a Term Commitment and/or aNew 2023 Incremental Term Loan Commitment and/or a Revolving Credit Commitment.

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

“Company Common Stock” means the authorized shares of common stock of the Borrower, together with any subsequently authorized shares of common stock of the Borrower.

“Compliance Certificate” means a certificate substantially in the form of Exhibit D.

“Conforming Changes” means, with respect to the use, administration of or any conventions associated with SOFR or any proposed Successor Rate or Term SOFR, as applicable, any conforming changes to the definitions of “Base Rate”, “SOFR”, “Term SOFR” and “Interest Period”, timing and frequency of determining rates and making payments of interest and other technical, administrative or operational matters (including, for the avoidance of doubt, the definitions of “Business Day” and “U.S. Government Securities Business Day”, timing of borrowing requests or prepayment, conversion or continuation notices and length of lookback periods) as may be appropriate, in the discretion of the Administrative Agent, in consultation with the Borrower, to reflect the adoption and implementation of such applicable rate(s) and to permit the administration thereof by the Administrative Agent in a manner substantially consistent with market practice (or, if the Administrative Agent determines that adoption of any portion of such market practice is not administratively feasible or that no market practice for the administration of such rate exists, in such other manner of administration as the Administrative Agent determines (in consultation with the Borrower) is reasonably necessary in connection with the administration of this Agreement and any other Loan Document).

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“Connection Income Taxes” means Other Connection Taxes that are imposed on or measured by net income (however denominated) or that are franchise Taxes or branch profits Taxes.

“Consolidated EBITDA” shall mean, for any period, an amount determined for the Borrower and its Restricted Subsidiaries on a consolidated basis equal to Consolidated Net Income for such period (without giving effect to (w) any extraordinary gains or losses, (x) any non-cash income, (y) any gains or losses from sales of assets other than inventory sold in the ordinary course of business, or (z) any foreign currency gains or losses) adjusted by adding thereto (in each case to the extent deducted in determining Consolidated Net Income for such period), without duplication, the amount of (i) total Interest Expenseinterest expense (inclusive of amortization of deferred financing fees and other original issue discount and banking fees, charges and commissions (e.g., letter of credit issuance and facing fees, commitment fees and other banking transactional costs) but minus total cash interest income of the Borrower and its Restricted Subsidiaries (excluding any interest income earned on receivables due from customers)) of the Borrower and its Restricted Subsidiaries determined on a consolidated basis for such period, (ii) provision for taxes based on income and foreign withholding taxes for the Borrower and its Restricted Subsidiaries (including state, franchise, capital and similar taxes paid or accrued) determined on a consolidated basis for such period, (iii) all depreciation and amortization expense of the Borrower and its Restricted Subsidiaries determined on a consolidated basis for such period, (iv) [reserved], (v) all unusual or non-recurring cash charges, including restructuring charges and related charges (which, for the avoidance of doubt, shall include retention, severance, system establishment costs, excess pension charges, contract and lease termination costs and costs to consolidate facilities and relocate employees) (with the aggregate amount added back pursuant to this clause (v) in any applicable period not to exceed 2025 % of Consolidated EBITDA in any Test Period (calculated on a Pro Forma Basis, but prior to giving effect to any add-backs pursuant to this clause (v)), (vi) any expenses and fees incurred in connection with any actual or proposed Investment, incurrence or repayment of Indebtedness, including in connection with this Agreement, issuance of Equity Interests, acquisition, disposition or amendment or modification of any debt instrument, in each case, whether or not consummated, including any financial advisory fees, accounting fees, legal fees and other similar advisory and consulting fees, (vii) the amount of any charge that is reimbursable by third parties pursuant to indemnification provisions or similar agreements or insurance; provided that in respect of any charge added back pursuant to this clause (vii), the Borrower in good faith expects to receive reimbursement for such charge within the next four (4) fiscal quarters (it being understood that to the extent not actually received within such four (4) fiscal quarters, such reimbursement amounts shall be deducted in calculating Consolidated EBITDA for such fiscal quarters) and such indemnification payments are not otherwise included in Consolidated Net Income, in each case, for such period or any other period when received or expected to be received, (viii) proceeds received by the Borrower or any of its Restricted Subsidiaries from any business interruption insurance in an amount representing the earnings for the applicable period that such proceeds are intended to replace (whether or not then received so long as the Borrower in good faith expects to receive such proceeds within the next four (4) fiscal quarters (it being understood that to the extent such proceeds are not actually received within such four (4) fiscal quarters, such proceeds shall be deducted in calculating Consolidated EBITDA for such fiscal quarters) to the extent such proceeds are not otherwise included in such Consolidated Net Income for such period or any other period when received or expected to be received, (ix) all other non-cash charges of the Borrower and its Restricted Subsidiaries determined on a consolidated basis for such period that are not expected to represent a cash item in such period or any future period and (x) pro forma adjustments, including “run rate” cost savings, operating expense reductions, operational improvements and synergies (net of the amount of actual amounts realized) factually supportable and reasonably identifiable (in the reasonable determination of the Borrower) related to Asset Sales, Acquisitions, Investments, Dispositions, operating improvements, restructurings, mergers and other business combinations, cost saving initiatives and other similar initiatives

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(including the renegotiation of contracts and other arrangements) that are permitted hereunder (calculated on a Pro Forma Basis as though such cost savings, operating expense reductions, operational improvements and synergies had been realized on the first day of such period), in each case, reasonably projected by the Borrower to result from actions that have been taken or with respect to which substantial steps have been taken or are expected to be taken (in the reasonable determination of the Borrower), in each case, within 1824 months following the date of the consummation of the applicable transaction (for the avoidance of doubt including in connection with any of the foregoing, or actions taken, prior to the 2018 Refinancing Amendment Effective Date), as the case may be (with the aggregate amount added back pursuant to this clause (x) in any Test Period not to exceed 2025 % of Consolidated EBITDA for such Test Period (calculated on a Pro Forma Basis but prior to giving effect to any add-backs pursuant to this clause (x)). For the avoidance of doubt, it is understood and agreed that, to the extent any amounts are excluded from Consolidated Net Income by virtue of the proviso to the definition thereof contained herein, any add backs to Consolidated Net Income in determining Consolidated EBITDA as provided above shall be limited (or denied) in a fashion consistent with the proviso to the definition of Consolidated Net Income contained herein.

“Consolidated Interest Expense” shall mean, for any period, (a) (i) the total consolidated cash interest expense of the Borrower and its Restricted Subsidiaries (including, without limitation, all commissions, discounts and other commitment and banking fees and charges (e.g., fees with respect to Swap Contracts, letter of credit issuance and facing fees) for such period, adjusted to exclude (to the extent same would otherwise be included in the calculation above in this clause (i)) the amortization of any deferred financing costs for such period and any interest expense actually “paid in kind” or accreted during such period, plus (ii) without duplication, (x) that portion of Capitalized Leases of the Borrower and its Restricted Subsidiaries on a consolidated basis representing the interest factor for such period and (y) the “deemed interest expense” (i.e., the interest expense which would have been applicable if the respective obligations were structured as on-balance sheet financing arrangements) with respect to all Indebtedness of the Borrower and its Restricted Subsidiaries of the type described in clause (viii) of the definition of Indebtedness contained herein (for the avoidance of doubt, excluding deemed interest arising from a financing arrangement constituting an operating lease) for such period minus (b) total cash interest income of the Borrower and its Restricted Subsidiaries for such period (excluding any interest income earned on receivables due from customers).

“Consolidated Net Income” shall mean, for any period, the net income (or loss) of the Borrower and its Restricted Subsidiaries determined on a consolidated basis for such period (taken as a single accounting period) in accordance with GAAP (after any deduction for minority interests); provided that the following items shall be excluded in computing Consolidated Net Income (without duplication): (i) the net income (or loss) of any Person (other than a Restricted Subsidiary of the Borrower) in which the Borrower or any of its Restricted Subsidiaries has an Equity Interest or Equity Interests, except to the extent that any such income is actually received by the Borrower or such Restricted Subsidiary in the form of dividends or similar distributions, (ii) all net after-tax gains, losses, income, expenses or charges from disposed, closed or discontinued operations, (iii) any income (or loss) for such period attributable to the early extinguishment of Indebtedness and (iv) except for determinations expressly required to be made on a Pro Forma Basis, the net income (or loss) of any Person accrued prior to the date it becomes a Restricted Subsidiary or all or substantially all of the property or assets of such Person are acquired by a Restricted Subsidiary.

“Consolidated Net Senior Secured Indebtedness” shall mean, at any time, (A) the sum of (without duplication) (i) all Indebtedness of the Borrower and its Restricted Subsidiaries (on a consolidated basis) (other than of the type described in clause (vii) of the definition of Indebtedness and other Indebtedness evidenced by the Ottawa Capitalized Lease) that is secured by a Lien on any asset of the Borrower or any of its Restricted Subsidiaries as would be required to be reflected as debt or Capitalized Leases at such time on the liability side of a consolidated balance sheet of the Borrower and its Restricted Subsidiaries in

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accordance with GAAP, (ii) all Indebtedness of the Borrower and its Restricted Subsidiaries that is secured by a Lien on any asset of the Borrower or any of its Restricted Subsidiaries at such time of the type described in clauses (ii) and (viii) of the definition of Indebtedness and (iii) all Contingent Obligations of the Borrower and its Restricted Subsidiaries in respect of Indebtedness of any third Person of the type referred to in preceding clauses (i) and (ii) minus (B) the aggregate amount of Unrestricted cash and Cash Equivalents of the Borrower and its Restricted Subsidiaries not to exceed $200,000,000 in the aggregate; provided that (x) the aggregate amount available to be drawn (i.e., unfunded amounts) under all letters of credit, bankers’ acceptances, bank guaranties, surety bonds and similar obligations issued for the account of the Borrower or any of its Restricted Subsidiaries (but excluding, for avoidance of doubt, all unpaid drawings or other matured monetary obligations owing in respect of such letters of credit, bankers’ acceptances, bank guaranties, surety bonds and similar obligations) shall not be included in any determination of “Consolidated Net Senior Secured Indebtedness and”, (y) the proceeds of Indebtedness being incurred at the time any ratio including Consolidated Net Senior Secured Indebtedness is being incurred shall not be included in any determination pursuant to clause (B) above for purposes of calculating such ratio to determine whether such Indebtedness is permitted to be incurred. and (z) Indebtedness incurred for the purpose of consummating a Material Acquisition shall not be included in any determination of “Consolidated Net Senior Secured Indebtedness” if (and for so long as) (1) such Material Acquisition has not been consummated and (2)(X) the proceeds of such Indebtedness are held by the Borrower or any of its Subsidiaries in the form of Unrestricted cash and Cash Equivalents or (Y) such Indebtedness is subject to mandatory redemption in the event such Material Acquisition is not consummated).

“Consolidated Net Total Indebtedness” shall mean, at any time, (A) the sum of (without duplication) (i) all Indebtedness of the Borrower and its Restricted Subsidiaries (on a consolidated basis) (other than of the type described in clause (vii) of the definition of Indebtedness and other Indebtedness evidenced by the Ottawa Capitalized Lease) as would be required to be reflected as debt or Capitalized Leases at such time on the liability side of a consolidated balance sheet of the Borrower and its Restricted Subsidiaries in accordance with GAAP, (ii) all Indebtedness of the Borrower and its Restricted Subsidiaries at such time of the type described in clauses (ii) and (viii) of the definition of Indebtedness and (iii) all Contingent Obligations of the Borrower and its Restricted Subsidiaries in respect of Indebtedness of any third Person of the type referred to in preceding clauses (i) and (ii) minus (B) the aggregate amount of Unrestricted cash and Cash Equivalents of the Borrower and its Restricted Subsidiaries not to exceed $200,000,000 in the aggregate; provided that (x) the aggregate amount available to be drawn (i.e., unfunded amounts) under all letters of credit, bankers’ acceptances, bank guaranties, surety bonds and similar obligations issued for the account of the Borrower or any of its Restricted Subsidiaries (but excluding, for avoidance of doubt, all unpaid drawings or other matured monetary obligations owing in respect of such letters of credit, bankers’ acceptances, bank guaranties, surety bonds and similar obligations) shall not be included in any determination of “Consolidated Net Total Indebtedness” and, (y) the proceeds of Indebtedness being incurred at the time any ratio including Consolidated Net Total Indebtedness is being incurred shall not be included in any determination pursuant to clause (B) above for purposes of calculating such ratio to determine whether such Indebtedness is permitted to be incurred. and (z) Indebtedness incurred for the purpose of consummating a Material Acquisition shall not be included in any determination of “Consolidated Net Total Indebtedness” if (and for so long as) (1) such Material Acquisition has not been consummated and (2)(X) the proceeds of such Indebtedness are held by the Borrower or any of its Subsidiaries in the form of Unrestricted cash and Cash Equivalents or (Y) such Indebtedness is subject to mandatory redemption in the event such Material Acquisition is not consummated).

“Consolidated Total Assets” shall mean, at any time of determination thereof, the aggregate amount of all assets of the Borrower and its Restricted Subsidiaries as set forth in the most recent consolidated balance sheet of the Borrower and its Restricted Subsidiaries delivered to the Lenders pursuant to this Agreement and computed in accordance with GAAP, calculated on a Pro Forma Basis.

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“Contingent Obligation” shall mean, as to any Person, any obligation of such Person as a result of such Person being a general partner of any other Person, unless the underlying obligation is expressly made non-recourse as to such general partner, and any obligation of such Person guaranteeing or intended to guarantee any Indebtedness, leases, dividends or other obligations (solely for the purpose of this definition, “primary obligations”) of any other Person (solely for the purpose of this definition, the “primary obligor”) in any manner, whether directly or indirectly, including, without limitation, any obligation of such Person, whether or not contingent, (i) to purchase any such primary obligation or any property constituting direct or indirect security therefor, (ii) to advance or supply funds (x) for the purchase or payment of any such primary obligation or (y) to maintain working capital or equity capital of the primary obligor or otherwise to maintain the net worth or solvency of the primary obligor for the purpose of assuring the owner of any such primary obligation of the ability of the primary obligor to make payment of such primary obligation, (iii) to purchase property, securities or services primarily for the purpose of assuring the owner of any such primary obligation of the ability of the primary obligor to make payment of such primary obligation or (iv) otherwise to assure or hold harmless the holder of such primary obligation against loss in respect thereof; provided, however, that the term Contingent Obligation shall not include endorsements of instruments for deposit or collection in the ordinary course of business. The amount of any Contingent Obligation shall be deemed to be an amount equal to the lesser of (x) the stated or determinable amount of the primary obligation in respect of which such Contingent Obligation is made or, if not stated or determinable, the maximum reasonably anticipated liability in respect thereof (assuming such Person is required to perform thereunder) as determined by such Person in good faith and (y) the maximum amount for which the guaranteeing person may be liable pursuant to the terms of the instrument embodying such primary obligation.

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

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

“Covered Entity” has the meaning specified in Section 10.21(b).

“Covered Party” has the meaning specified in Section 10.21(a).

“Credit Agreement Refinancing Indebtedness” shall mean (a) Permitted First Priority Refinancing Debt, (b) Permitted Junior Priority Refinancing Debt, (c) Permitted Unsecured Refinancing Debt or (d) subject to the provisions of Section 2.122.14, term loans or revolving loans under this Agreement; provided that, in each case, such Indebtedness is issued, incurred or otherwise obtained (including by means of the extension or renewal of existing Indebtedness) in exchange for, or to extend, renew, replace or refinance, in whole or in part, existing Term Loans, or any Term Loans under any then-existing incremental facility or refinancing facility, or any then-existing Credit Agreement Refinancing Indebtedness (“Refinanced Debt”); provided, further, that (i) except with respect to the Credit Agreement Refinancing Indebtedness under Section 2.122.14, which is subject to clause (iii) of the proviso in Section  2.122.14 , the covenants, events of default and guarantees of such Indebtedness (excluding, for the avoidance of doubt, pricing, rate floors, discounts, fees and optional prepayment or redemption terms, in each case, which will be on such terms as agreed to among the Borrower and the lenders providing such Indebtedness) (when taken as a whole) are not materially more favorable to the lenders providing such Indebtedness (as reasonably determined by the Borrower) than, or are otherwise substantially identical to, those applicable to the Refinanced Debt (other than covenants or other provisions (x) applicable only to periods after the latest maturity date of the then-existing Term Loans or (y) included in or added to the Loan Documents for the

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benefit of the Lenders) or shall be current market terms for such type of Indebtedness (as reasonably determined by the Borrower), (ii) such Indebtedness shall not have a greater principal amount than the principal amount of the Refinanced Debt plus accrued and/or capitalized interest, fees, premiums and penalties (if any) thereon and fees and expenses associated with the refinancing, (iii) such Refinanced Debt shall be repaid, defeased or satisfied and discharged on a dollar-for-dollar basis, and all accrued interest, fees, premiums and penalties (if any) in connection therewith shall be paid, substantially concurrently with the date such Credit Agreement Refinancing Indebtedness is issued, incurred or obtained, (iv) except with respect to any Credit Agreement Refinancing Indebtedness incurred pursuant to Section  2.122.14, which is subject to clause (ii) of the proviso in Section 2.122.14, and any Customary Bridge Loans, such Indebtedness will have a scheduled maturity date that is not prior to the scheduled maturity date of the class of Term Loans being refinanced at the time of issuance or incurrence of such Credit Agreement Refinancing Indebtedness and weighted average life to maturity that is not shorter than that applicable to the class of Term Loans being refinanced; and (v) shall not require any mandatory repayment or redemption (other than (A) customary change of control or asset sale or event of loss offers and customary AHYDO Payments and, in the case of any Customary Bridge Loans, prepayments of such Customary Bridge Loans from the issuance of equity or other Indebtedness permitted hereunder (or, in the case of Credit Agreement Refinancing Indebtedness (x) which is Permitted First Priority Refinancing Debt or subject to the provisions of Section 2.122.14, a term loan or revolving loan under this Agreement, mandatory prepayments which may be shared on a no greater than pro rata basis with the then-existing Term Loans or (y) which are Permitted Junior Priority Refinancing Debt, mandatory prepayment events subject to the prior payment in full of the Term Loans and Permitted First Priority Refinancing Debt), (B) early maturities Customary Bridge Loans, (C) upon any event of default thereunder, (D) as a result of a scheduled maturity date, which is addressed in clause (iv) above or, (E) amortization that is not in contravention of clause (iv) above or (F) in the case of revolving loan, prepayment in connection with overadvances) prior to the scheduled maturity date of the Refinanced Debt.

“Credit Extension” means each of the following: (a) a Borrowing and (b) an L/C Credit Extension.

“Customary Bridge Loans” means customary bridge loans with a maturity date of no longer than one year, which, subject to customary conditions (as reasonably determined by the Borrower), would either be automatically converted into or required to be exchanged for permanent financing for which (a) the weighted average life to maturity of such permanent financing shall be no shorter than the remaining weighted average life to maturity of the then existing Term Loans and (b) the final maturity date of such permanent financing is no earlier than (x) if such customary bridge loans are secured on a pari passu basis with the Term Loans, the Latest Maturity Date and (y) otherwise, 91 days after the Latest Maturity Date, in each case as such Latest Maturity Date is in effect at the time of incurrence of such Indebtedness.

“Cyan” shall mean Cyan, Inc., a Delaware corporation.

“Cyan Acquisition” shall mean the (i) acquisition by the Borrower of all the outstanding Equity Interests of Cyan pursuant to, and in accordance with, the terms of the Cyan Merger Agreement, pursuant to which Merger Sub shall merge with and into Cyan, with Cyan being the surviving entity, and (ii) substantially simultaneous merger of Cyan with and into the Borrower, with the Borrower being the surviving entity.

“Cyan Merger Agreement” shall mean the Agreement and Plan of Merger dated as of May 3, 2015, among the Borrower, Merger Sub and Cyan, as amended, supplemented and otherwise modified from time to time.

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

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

“Default Rate” means (a) when used with respect to Obligations under a Facility other than Letter of Credit Fees, an interest rate equal to (i) the Base Rate plus (ii) the Applicable Rate, if any, applicable to Base Rate Loans under such Facility plus (iii) 2% per annum; provided, however, that with respect to a Term SOFR Loan, the Default Rate shall be an interest rate equal to the interest rate (including any Applicable Rate) otherwise applicable to such Loan plus 2% per annum and (b) when used with respect to Letter of Credit Fees, means a rate equal to the Applicable Rate plus 2% per annum.

“Default Right” has the meaning specified in Section 10.21(b).

“Defaulting Lender” means, subject to Section 2.152.17(b), any Lender that (a) has failed to (i) fund all or any portion of its Loans within two Business Days of the date such Loans were required to be funded hereunder unless such Lender notifies the Administrative Agent and the Borrower in writing that such failure is the result of such Lender’s determination that one or more conditions precedent to funding (each of which conditions precedent, together with any applicable default, shall be specifically identified in such writing) has not been satisfied, or (ii) pay to the Administrative Agent, any L/C Issuer, the Swing Line Lender or any other Lender any other amount required to be paid by it hereunder (including in respect of its participation in Letters of Credit or Swing Line Loans) within two Business Days of the date when due, (b) has notified the Borrower or the Administrative Agent, any L/C Issuer or the Swing Line Lender in writing that it does not intend to comply with its funding obligations hereunder, or has made a public statement to that effect (unless such writing or public statement relates to such Lender’s obligation to fund a Loan hereunder and states that such position is based on such Lender’s determination that a condition precedent to funding (which condition precedent, together with any applicable default, shall be specifically identified in such writing or public statement) cannot be satisfied), (c) has failed, within three Business Days after written request by the Administrative Agent or the Borrower, to confirm in writing to the Administrative Agent and the Borrower that it will comply with its prospective funding obligations hereunder (provided that such Lender shall cease to be a Defaulting Lender pursuant to this clause (c) upon receipt of such written confirmation by the Administrative Agent and the Borrower), or (d) has, or has a direct or indirect parent company that has, (i) become the subject of a proceeding under any Debtor Relief Law, (ii) had appointed for it a receiver, custodian, conservator, trustee, administrator, assignee for the benefit of creditors or similar Person charged with reorganization or liquidation of its business or assets, including the Federal Deposit Insurance Corporation or any other state or federal regulatory authority acting in such a capacity or (iii) become the subject of a Bail-in Action; provided that a Lender shall not be a Defaulting Lender solely by virtue of the ownership or acquisition of any Equity Interest in that Lender or any direct or indirect parent company thereof by a Governmental Authority so long as such ownership interest does not result in or provide such Lender with immunity from the jurisdiction of courts within the United States or from the enforcement of judgments or writs of attachment on its assets or permit such Lender (or such Governmental Authority) to reject, repudiate, disavow or disaffirm any contracts or agreements made with such Lender. Any determination by the Administrative Agent that a Lender is a Defaulting Lender under any one or more of clauses (a)(a) through (d) above, and of the effective date of such status, shall be conclusive and binding absent manifest error, and such Lender shall be deemed to be a Defaulting Lender (subject to Section 2.152.17(b)) as of the date established therefor by the Administrative Agent in a written notice of such determination, which shall be delivered by the Administrative Agent to the Borrower, each L/C Issuer, the Swing Line Lender and each other Lender promptly following such determination.

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“Designated Jurisdiction” means any country or territory to the extent that such country or territory itself is, or whose government is, the subject of any Sanction.

“Designated Non-cash Consideration” means the Fair Market Value of non-cash consideration received by the Borrower or one of its Restricted Subsidiaries in connection with an Asset Sale that is so designated as Designated Non-cash Consideration pursuant to an Officer’s Certificate, setting forth the basis of such valuation, less the amount of cash and Cash Equivalents received in connection with a subsequent sale of or collection on such Designated Non-cash Consideration.

“Deutsche Bank” means Deutsche Bank Securities Inc.

“Discharge of ABL Obligations” has the meaning specified in the Intercreditor Agreement.

“Disposition” or “Dispose” means the sale, transfer, license, lease or other disposition (including any sale and leaseback transaction) of any property by any Person, including any sale, assignment, transfer or other disposal, with or without recourse, of any notes or accounts receivable or any rights and claims associated therewith. For the purposes of clarity, an issuance of Equity Interests shall not be a Disposition by the issuer of such Equity Interests.

“Dividend” shall mean, with respect to any Person, that such Person has declared or paid a dividend, distribution or returned any equity capital to its stockholders, partners or members or authorized or made any other distribution, payment or delivery of property (other than common Equity Interests of such Person) or cash to its stockholders, partners or members in their capacity as such, or redeemed, retired, purchased or otherwise acquired, directly or indirectly, for a consideration any shares of any class of its capital stock or any other Equity Interests outstanding on or after the Closing Date (or any options or warrants issued by such Person with respect to its capital stock or other Equity Interests), or set aside any funds for any of the foregoing purposes, or shall have permitted any of its Restricted Subsidiaries to purchase or otherwise acquire for a consideration any shares of any class of the capital stock or any other Equity Interests of such Person outstanding on or after the Closing Date (or any options or warrants issued by such Person with respect to its capital stock or other Equity Interests). Without limiting the foregoing, “Dividends” with respect to any Person shall also include all payments made or required to be made by such Person to any other Person (solely in such other Person’s capacity as an equity holder of such Person) with respect to any stock appreciation rights, plans, equity incentive or achievement plans or any similar plans or setting aside of any funds for the foregoing purposes. For the avoidance of doubt, no conversion of Permitted Convertible Notes into Company Common Stock and no redemption, purchase, repayment or other acquisition or retirement of Permitted Convertible Notes prior to the conversion thereof into Company Common Stock, and no election to settle any Permitted Convertible Notes in cash upon conversion thereof and the payment of such cash to effect settlement, shall constitute a Dividend.

“Division/Series Transaction” means, (i) with respect to any Loan Party or any Restricted Subsidiary of the Borrower that is a limited liability company organized under the laws of the State of Delaware, that such Person (a) divides into two or more Persons (whether or not the Loan Party or Restricted Subsidiary thereof survives such division) or (b) creates or reorganizes into, one or more series, in each case, as contemplated under the laws of the State of Delaware and (ii) any similar or analogous transaction under other applicable law.

“Documentation Agents” means (i) with respect to the New 2023 Incremental Term Loan Facility, Goldman Sachs Bank USA in its capacity as documentation agent and (ii) with respect to the Revolving Credit Facility, Goldman Sachs Bank USA in its capacity as documentation agent.

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

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“Dollar Equivalent” means, for any amount, at the time of determination thereof, (a) if such amount is expressed in Dollars, such amount, (b) if such amount is expressed in an Alternative Currency, the equivalent of such amount in Dollars determined by using the Spot Rate and (c) if such amount is denominated in any other currency, the equivalent of such amount in Dollars as determined by the Administrative Agent or the L/C Issuer, as applicable, using any method of determination it deems appropriate in its sole discretion. Any determination by the Administrative Agent or the L/C Issuer pursuant to clauses (b) or (c) above shall be conclusive absent manifest error.

“Domestic Subsidiary” of any Person shall mean any Restricted Subsidiary of such Person incorporated or organized in the United States or any State thereof or the District of Columbia (other than any such Restricted Subsidiary where all or substantially all of its assets consist of Equity Interests of one or more Foreign Subsidiaries (for this purpose, determined without giving effect to this parenthetical) that are controlled foreign corporations as defined in Section 957 of the Code).

“ECF Percentage” has the meaning specified in Section 2.03(b)2.05(b) herein.

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

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

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

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

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

“Environmental Laws” means any and all Federal, state, local, and foreign statutes, laws, regulations, ordinances, rules, judgments, orders, decrees, permits, agreements or governmental restrictions relating to pollution or the protection of the Environment or human health (to the extent related to exposure to hazardous materials), including those relating to the manufacture, generation, handling, transport, storage, treatment or Release or threat of Release of hazardous materials.

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

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

“Equity Interests” of any Person shall mean any and all shares, interests, rights to purchase, warrants, options, participation or other equivalents of or interest in (however designated) equity of such Person, including any common stock, preferred stock, any limited or general partnership interest and any limited liability company membership interest, but excluding, for the avoidance of doubt, any Permitted Convertible Notes to the extent that the same have not yet been converted into shares of Company Common Stock.

“ERISA” means the Employee Retirement Income Security Act of 1974, as amended, and the rules and regulations promulgated thereunder.

“ERISA Affiliate” means any trade or business (whether or not incorporated) under common control with the Borrower within the meaning of Section 414(b) or (c) of the Code (and Sections 414(m) and (o) of the Code for purposes of provisions relating to Section 412 of the Code).

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

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

“Euros” and the designation “€” shall mean the currency introduced on January 1, 1999 at the start of the third stage of European economic and monetary union pursuant to the Treaty (expressed in euros).

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

“Excess Cash Flow” means, for any fiscal year of the Borrower commencing with the fiscal year ending October 31, 2018, an amount equal to (which for the purposes of determination of Excess Cash Flow in any such period shall not be less than $0) the excess (if any) of (a) the sum, without duplication, of (i) Consolidated EBITDA (but determined for such purposes without giving effect to any pro forma adjustments thereto with respect to Permitted Acquisitions, other Investments or other events permitted hereunder) for such fiscal year plus (ii) any decrease in the Net Working Capital during such period (measured as the excess of the Net Working Capital at the beginning of such period over the Net Working Capital at the end thereof) over (b) the sum (for such fiscal year), without duplication, of (i) Consolidated

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Interest Expenses actually paid in cash by the Borrower and its Restricted Subsidiaries, (ii) regularly-scheduled principal repayments, to the extent actually made, of Indebtedness (excluding payment of principal at maturity made in connection with a refinancing of all or any portion of such Indebtedness but including any election to settle any Permitted Convertible Notes in cash upon conversion of such Permitted Convertible Notes at maturity and the payment of such cash to effect settlement); provided that any settlement of the 2018 Convertible Notes in cash upon conversion at maturity thereof (including any premium payments in respect thereof) shall be deemed to have been made in the fiscal year ended October 31, 2018 and reduce the calculation of Excess Cash Flow for such fiscal year regardless of when such payment is actually made, (iii) all income and franchise taxes actually paid in cash by the Borrower and its Restricted Subsidiaries, (iv) Capitalized Expenditures actually made by the Borrower and its Restricted Subsidiaries in such fiscal year (other than Capitalized Expenditures to the extent financed with the proceeds of any sale or issuance of Equity Interests, the proceeds of any Asset Sale, the proceeds of any Recovery Event or the proceeds of any incurrence of Indebtedness (other than the incurrence of any Loans and any revolving loans under the ABL Credit Agreement), (v) any increase in the Net Working Capital during such period (measured as the excess of Net Working Capital at the end of such period over the Net Working Capital at the beginning of such period); and (vi) all other items added back to, or excluded from, Consolidated EBITDA pursuant to (and subject to the limitations in) the definition of “Consolidated EBITDA” to the extent paid in cash during such fiscal period.

“Excluded Assets” has the meaning specified in the Security Agreement.

“Excluded Subsidiaries” means (a) Unrestricted Subsidiaries, (b) Immaterial Subsidiaries, (c) any Subsidiary to the extent (and only for so long as) such subsidiary is prohibited by applicable law, rule, regulation or contract (with respect to any such contractual restriction, only to the extent existing on the 2018 RefinancingNew 2023 Incremental Amendment Effective Date or the date on which the applicable person becomes a direct or indirect Subsidiary of the Borrower and not incurred in contemplation of providing a Guarantee) from guaranteeing the Facilities or which would require consent, approval, license or authorization from any Governmental Authority to provide a Guarantee (unless such consent, approval, license or authorization has been received), (d) any Subsidiary for which the providing of a Guarantee could reasonably be expected to result in a material adverse tax consequence to Borrower or one of its Restricted Subsidiaries as determined in good faith by the Borrower, (e)(i) any Domestic Subsidiary of a Foreign Subsidiary of the Borrower that is a “controlled foreign corporation” within the meaning of Section 957 of the Internal Revenue Code or (ii) any Domestic Subsidiary that has no material assets other than capital stock of a Foreign Subsidiary that is a “controlled foreign corporation” within the meaning of Section 957 of the Internal Revenue Code, (f) any Captive Insurance Subsidiary, (g) not-for-profit Subsidiaries, (h) special purpose entities formed in connection with Permitted Receivables Facilities, including Securitization Subsidiaries and (i) any other Restricted Subsidiary to the extent the Borrower and the Administrative Agent reasonably agree that the cost or other consequence of providing a Guarantee is excessive in relation to the value afforded thereby.

“Excluded Taxes” means any of the following Taxes imposed on or with respect to Recipient or required to be withheld or deducted from payment to a Recipient, (a) Taxes imposed on or measured by net income (however denominated), franchise Taxes, and branch profits Taxes, in each case, (i) imposed as a result of such Recipient being organized under the laws of, or having its principal office or, in the case of any Lender, its Lending Office located in, the jurisdiction imposing such Tax (or any political subdivision thereof) or (ii) that are Other Connection Taxes, (b) in the case of a Lender, U.S. federal withholding Taxes imposed on amounts payable to or for the account of such Lender with respect to an applicable interest in a Loan or commitment pursuant to a law in effect on the date on which (i) such Lender acquires such interest in the Loan or Commitment (other than pursuant to an assignment request by the Borrower under Section 10.13) or (ii) such Lender changes its lending office, except in each case to the extent that pursuant

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to Section 3.01, amounts with respect to such Taxes were payable either to such Lender’s assignor immediately before such Lender became a party hereto or to such Lender immediately before it changed its Lending Office, (c) Taxes attributable to such Recipient’s failure to comply with Section 3.01(e) and (d) any U.S. federal withholding Taxes imposed pursuant to FATCA.

“Excluded Swap Obligation” shall mean, with respect to any Guarantor, any Swap Obligation if, and to the extent that, all or a portion of the Guaranty of such Guarantor of, or the grant by such Guarantor of a security interest to secure, such Swap Obligation (or any Guaranty thereof) is or becomes illegal under the Commodity Exchange Act or any rule, regulation or order of the Commodity Futures Trading Commission (or the application or official interpretation of any thereof) by virtue of such Guarantor’s failure for any reason to constitute an “eligible contract participant” as defined in the Commodity Exchange Act (determined after giving effect to any “keepwell, support or other agreement” for the benefit of such Guarantor and any and all guarantees of such Guarantor’s Swap Obligations by other Loan Parties) at the time the Guaranty of such Guarantor, or a grant by such Guarantor of a security interest, becomes effective with respect to such Swap Obligation. If a Swap Obligation arises under a master agreement governing more than one swap, such exclusion shall apply only to the portion of such Swap Obligation that is attributable to swaps for which such Guaranty or security interest is or becomes excluded in accordance with the first sentence of this definition.

“Existing Convertible Notes” shall mean, collectively, the 2018 Convertible Notes and the 2020 Convertible Notes.

“Existing Letters of Credit” shall mean those certain Letters of Credit described on Schedule I attached hereto.

“Existing Term Loan Tranche” has the meaning specified in Section 2.14(a)2.16(a) herein.

“Extended Term Loans” has the meaning specified in Section 2.14(a)2.16(a) herein.

“Extended Revolving Credit Commitment” means any Revolving Credit Commitments the maturity of which shall have been extended pursuant to Section 2.16.

“Extended Revolving Loans” means any Revolving Loans made pursuant to the Extended Revolving Credit Commitments.

“Extended Term Loans” means any Term Loans the maturity of which shall have been extended pursuant to Section 2.16.

“Extending Term Lender” has the meaning specified in Section 2.14(b)2.16(b) herein.

“Extension Amendment” has the meaning specified in Section 2.14(c)2.16(c) herein.

“Extension Election” has the meaning specified in Section 2.14(b)2.16(b) herein.

“Facility” means, collectively and individually, as applicable, the Term Facility and/or theNew 2023 Incremental Term Loan Facility and/or the Revolving Credit Facility.

“Fair Market Value” shall mean, with respect to any asset (including any Equity Interests of any Person), (i) the price thereof to the extent that the same is readily available on an active trading market or (ii) if such price is not so readily available, the price at which a willing buyer, not an Affiliate of the seller, and a willing seller who does not have to sell, would agree to purchase and sell such asset, as determined in good faith by the board of directors or other governing body or, pursuant to a specific delegation of authority by such board of directors or governing body, a designated senior executive officer, of the Borrower or the Restricted Subsidiary of the Borrower selling such asset.

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“FASB ASC” means the Accounting Standards Codification of the Financial Accounting Standards Board.

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

“FCPA” has the meaning specified in Section 5.205.20.

“Federal Funds Rate” means, for any day, the rate per annum equal to the weighted average of the rates on overnight Federal funds transactions with members of the FRB arranged by Federal funds brokers on such day, as published by the Federal Reserve Bank of New York on the Business Day next succeeding such day; provided that (a) if such day is not a Business Day, the Federal Funds Rate for such day shall be such rate on such transactions on the next preceding Business Day as so published on the next succeeding Business Day, and (b) if no such rate is so published on such next succeeding Business Day, the Federal Funds Rate for such day shall be the average rate (rounded upward, if necessary, to a whole multiple of 1/100 of 1%) charged to Bank of America on such day on such transactions as determined by the Administrative Agent.

“Fee Letter” shall mean, collectively, (a) the Fee Letter, dated as of September 11, 2018, among the Borrower, the corresponding Arrangers and the syndication agents and documentation agents listed on the cover page hereof, (b) the Administrative Agency Fee Letter, dated as of September 28, 2018, between the Borrower and the Administrative Agent and, (c) the Arranger Fee Letters,Letter dated as of JanuaryOctober 11, 2023, between the Borrower and BofA Securities, Inc. and (d) the Agent Fee Letter dated as of October 11, 2023 among the Borrower, the corresponding Arrangers and the Co-ManagersAdministrative Agent and BofA Securities, Inc., in each case as amended, restated, amended and restated, supplemented or otherwise modified from time to time.

“Fixed Term Incremental Amount” means, at any date, the sum of (a) the greater of (i)  $385,000,000640,000,000 and (ii) an amount equal to 100% of LTM Consolidated EBITDA, minus (b) the aggregate principal amount of (i) Incremental Term Loans and (ii) Incremental Equivalent Debt, in each case that were incurred at or prior to such date of determination in reliance on clause (a) plus (c) the Voluntary Prepayment Incremental Amount at such time.

“Foreign Lender” means (a) if the Borrower is a U.S. Person, a Lender that is not a U.S. Person, and (b) if the Borrower is not a U.S. Person, a Lender that is resident or organized under laws of a jurisdiction other than that in which the Borrower is resident for tax purposes. For purposes of this definition, the United States, each State thereof and the District of Columbia shall be deemed to constitute a single jurisdiction.

“Foreign Pledge Agreement” means a local law pledge or charge agreement granting to the Administrative Agent (or a sub-agent thereof), for the benefit of the Secured Parties, a Lien on Equity Interests in a Foreign Subsidiary of the Borrower incorporated under the laws of Canada (or any province or territory thereof), Luxembourg or the United Kingdom, which agreement shall be in form and substance reasonably satisfactory to the Administrative Agent, as the same may be amended, modified or supplemented from time to time in accordance with the terms hereof and thereof.

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“Foreign Prepayment Event” has the meaning specified in Section 2.032.05(b)(vi).

“Foreign Subsidiary” of any Person shall mean any Restricted Subsidiary of such Person that is not a Domestic Subsidiary of such Person.

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

“Fronting Exposure” means, at any time there is a Defaulting Lender, (a) with respect to any L/C Issuer, such Defaulting Lender’s Applicable Percentage of the outstanding L/C Obligations other than L/C Obligations as to which such Defaulting Lender’s participation obligation has been reallocated to other Lenders or Cash Collateralized in accordance with the terms hereof, and (b) with respect to the Swing Line Lender, such Defaulting Lender’s Applicable Percentage of Swing Line Loans other than Swing Line Loans as to which such Defaulting Lender’s participation obligation has been reallocated to other Lenders in accordance with the terms hereof.

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

“GAAP” means generally accepted accounting principles in the United States set forth in the opinions and pronouncements of the Accounting Principles Board and the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board or such other principles as may be approved by a significant segment of the accounting profession in the United States, that are applicable to the circumstances as of the date of determination, consistently applied.

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

“Guarantee” means, as to any Person, any (a) obligation, contingent or otherwise, of such Person guaranteeing or having the economic effect of guaranteeing any Indebtedness or other obligation payable or performable by another Person (the “primary obligor”) in any manner, whether directly or indirectly, and including any obligation of such Person, direct or indirect, (i) to purchase or pay (or advance or supply funds for the purchase or payment of) such Indebtedness or other obligation, (ii) to purchase or lease property, securities or services for the purpose of assuring the obligee in respect of such Indebtedness or other obligation of the payment or performance of such Indebtedness or other obligation, (iii) to maintain working capital, equity capital or any other financial statement condition or liquidity or level of income or cash flow of the primary obligor so as to enable the primary obligor to pay such Indebtedness or other obligation, or (iv) entered into for the purpose of assuring in any other manner the obligee in respect of such Indebtedness or other obligation of the payment or performance thereof or to protect such obligee against loss in respect thereof (in whole or in part), or (b) any Lien on any assets of such Person securing any Indebtedness or other obligation of any other Person, whether or not such Indebtedness or other obligation is assumed by such Person (or any right, contingent or otherwise, of any holder of such Indebtedness to obtain any such Lien). The amount of any Guarantee shall be deemed to be an amount equal to the stated or determinable amount of the related primary obligation, or portion thereof, in respect of which such Guarantee is made or, if not stated or determinable, the maximum reasonably anticipated liability in respect thereof as determined by the guaranteeing Person in good faith. The term “Guarantee” as a verb has a corresponding meaning.

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“Guarantors” means, collectively, the Restricted Subsidiaries of the Borrower listed on Schedule 6.12 and each other Restricted Subsidiary of the Borrower that shall be required to execute and deliver a guaranty or guaranty supplement pursuant to Section 6.12; provided that no Excluded Subsidiary shall be a Guarantor.

“Guaranty” means, collectively, the Guaranty Agreement made by the Guarantors in favor of the Administrative Agent for the benefit of the Secured Parties, substantially in the form of Exhibit F, together with each other guaranty and guaranty supplement delivered pursuant to Section 6.12.

“Hazardous Materials” means all explosive or radioactive substances or wastes and all hazardous or toxic substances, wastes or other pollutants including petroleum or petroleum distillates, natural gas, natural gas liquids, asbestos or asbestos-containing materials, polychlorinated biphenyls, radon gas, toxic mold, infectious or medical wastes and all other substances, wastes, chemicals, pollutants, contaminants or compounds of any nature in any form regulated pursuant to, or which can form the basis for liability under, any Environmental Law.

“Hedge Bank” means any Person that is a Lender or an Affiliate of a Lender (or any Person party to a Swap Contract with the Borrower or its Subsidiaries that was a Lender or an Affiliate thereof at the time it entered into such Swap Contract), in its capacity as a party to such Swap Contract (including any Swap Contract in existence as of the New 2023 Incremental Amendment Effective Date).

“Immaterial Subsidiary” shall mean, as of any date of determination, any Wholly-Owned Domestic Subsidiary of the Borrower (other than any Excluded Subsidiary of the type described in clause (a) or any of clauses (c) through (i) of the definition thereof) (x) that has not guaranteed any other Indebtedness of the Borrower or is not a borrower under the ABL Credit Agreement and (y) whose consolidated total assets (as set forth in the most recent consolidated balance sheet of the Borrower and its Restricted Subsidiaries delivered to the Lenders pursuant to this Agreement and computed in accordance with GAAP), (A) do not individually constitute more than 5.0% of the Consolidated Total Assets and (B) when added to the consolidated total assets of all other Immaterial Subsidiaries (as set forth in the most recent consolidated balance sheet of the Borrower and its Restricted Subsidiaries delivered to the Lenders pursuant to this Agreement and computed in accordance with GAAP), do not constitute more than 10.0% of the Consolidated Total Assets; provided, however, notwithstanding the foregoing or anything to the contrary contained in Section 6.126.12, the Borrower, at its option, may elect to cause an Immaterial Subsidiary to become a Guarantor pursuant to (and in accordance with the terms and conditions of) Section 6.126.12, in which case such Immaterial Subsidiary shall, upon satisfaction of the provisions of either such Section, no longer constitute an Immaterial Subsidiary for any purpose hereunder or under any other Loan Document.

“Increase Effective Date” has the meaning assigned to such term in Section 2.13(b).

“Increase Joinder” has the meaning assigned to such term in Section 2.13(c).

“Incremental Commitments” means Incremental Revolving Commitments and/or the Incremental Term Commitments.

“Incremental Equivalent Debt” means Indebtedness in an amount not to exceed the then Available Term Incremental Amount (at the time of incurrence) incurred by the Borrower or any Guarantor consisting of senior secured first lien notes or loans, junior lien loans or notes, subordinated loans or notes or senior unsecured loans or notes, in each case in respect of the issuance of notes, issued in a public offering, Rule

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144A or other private placement or any bridge financing in lieu of the foregoing (and any Registered Equivalent Notes issued in exchange therefor), or secured or unsecured “mezzanine” debt, in each case; provided that (i) the conditions and terms set forth in Section 2.132.15(b)(ii) and Section 2.15(c) shall have been complied with as if such Indebtedness was an Incremental Term Loan (provided that (x) such Indebtedness (other than Indebtedness in the form of term loans that are secured on a pari passu basis with the Obligations) shall not be subject to the MFN Provision and, (y) (A) Customary Bridge Loans and (B) the Inside Maturity Basket shall, in each case, not be subject to the Maturity Limitation and ((z) Indebtedness incurred under the Inside Maturity Basket in the form of Term A Loans shall not be subject to Section 2.15(c)(i).

“Incremental Joinder and Amendment Agreement” means that certain Incremental Joinder and Amendment Agreement dated as of January 19, 2023 among the Borrower, the Guarantors party thereto, the 2023 Incremental Term Lenders party thereto and the Agent.

“Incremental Revolving Commitment” has the meaning assigned to such term in Section 2.15(a).

“Incremental Revolving Loans” means any loans made pursuant to any Incremental Revolving Commitments.

“Incremental Term Commitments” has the meaning assigned to such term in Section 2.132.15(a).

“Incremental Term Loan Maturity Date” has the meaning assigned to such term in Section 2.132.15(c).

“Incremental Term Loans” means any loans made pursuant to any Incremental Term Commitments.

“Indebtedness” shall mean, as to any Person, without duplication, (i) all indebtedness of such Person for borrowed money or for the deferred purchase price of property or services, (ii) the maximum amount available to be drawn or paid under all letters of credit, bankers’ acceptances, bank guaranties, surety and appeal bonds and similar obligations issued for the account of such Person and all unpaid drawings and unreimbursed payments in respect of such letters of credit, bankers’ acceptances, bank guaranties, surety and appeal bonds and similar obligations, (iii) all indebtedness of the types described in clause (i), (ii), (iv), (v), (vi), (vii) or (viii) of this definition secured by any Lien on any property owned by such Person, whether or not such indebtedness has been assumed by such Person (provided that, if the Person has not assumed or otherwise become liable in respect of such indebtedness, such indebtedness shall be deemed to be in an amount equal to the lesser of (x) the Fair Market Value of the property to which such Lien relates and (y) the amount of the indebtedness secured), (iv) all Capitalized Leases of such Person, (v) all non-ordinary course obligations of such Person to pay a specified purchase price for goods or services, whether or not delivered or accepted, i.e., take-or-pay and similar obligations incurred outside the ordinary course of business, (vi) all Contingent Obligations of such Person in respect of Indebtedness set forth in another clause of this definition, (vii) all obligations under any Swap Contract or under any similar type of agreement (and with the amount of any such obligations to be equal at any time to the termination value of such agreement or arrangement giving rise to such obligations that would be payable by such Person at such time) and (viii) all Off-Balance Sheet Liabilities of such Person. The Indebtedness of any Person shall include the Indebtedness of any other entity (including any partnership in which such Person is a general partner) to the extent such Person is directly liable therefor pursuant to applicable law, contract or organizational documents as a result of such Person’s ownership interest in or other relationship with such entity, except to the extent the terms of such Indebtedness provide that such Person is not liable therefor. Notwithstanding the foregoing, Indebtedness shall not include (i) trade payables, accrued expenses and deferred tax and other credits (including, for the avoidance of doubt, in respect of travel card, purchasing card or other corporate card purchasing programs) incurred by any Person in accordance with customary

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practices and in the ordinary course of business of such Person, (ii) any earn-out obligations until such obligation becomes a non-contingent liability on the balance sheet of such Person in accordance with GAAP or (iii) obligations incurred among the Loan Parties and their respective Restricted Subsidiaries in the ordinary course of business and consistent with past practice for the purchase of goods and services.

“Indemnified Taxes” means (a) Taxes other than Excluded Taxes, imposed on or with respect to any payment made by or on account of any obligation of any Loan Party under any Loan Document and (b) to the extent not otherwise described in (a)(a), Other Taxes.

“Indemnitee” has the meaning specified in Section 10.04(b).

“Information” has the meaning specified in Section 10.07.

“Information Memorandum” means the information memorandum dated June 24, 2014 used by the Arrangers in connection with the syndication of the Commitments.

“Inside Maturity Basket” means an aggregate principal amount of Indebtedness incurred in the form of any combination of Incremental Term Loans, Incremental Equivalent Debt, or Indebtedness incurred under Section 7.02(n) or Section 7.02(s), that in aggregate at any time outstanding does not exceed the greater of $320,000,000 and 50% of LTM Consolidated EBITDA (as of the date incurred).

“Intellectual Property Security Agreement” has the meaning specified in Section 4.01(a)(v).

“Intercompany Loans” has the meaning specified in Section 7.03(d)7.03(d) herein.

“Intercompany Subordination Agreement” means an Intercompany Subordination Agreement, substantially in the form of Exhibit P, pursuant to which intercompany obligations and advances owed by any Loan Party are subordinated to the Obligations.

“Intercreditor Agreement” means the Intercreditor Agreement between the Administrative Agent and Deutsche Bank AG New York Branch, in its capacity as administrative agent under the ABL Credit Agreement, substantially in the form of Exhibit O, as amended and restated on October 28, 2019 and as further amended, restated, amended and restated, supplemented or otherwise modified in accordance with the terms thereof.

“Interest Coverage Ratio” means, for any period, the ratio of (a) Consolidated EBITDA for such period to (b) Consolidated Interest Expense paid in cash for such period.; provided that any portion of Consolidated Interest Expense attributable to Indebtedness incurred for the purpose of consummating a Material Acquisition shall not be included in any determination of “Interest Coverage Ratio” if (and for so long as) (x) such Material Acquisition has not been consummated and (y)(1) the proceeds of such Indebtedness are held by the Borrower or any of its Subsidiaries in the form of Unrestricted cash and Cash Equivalents or (2) such Indebtedness is subject to mandatory redemption in the event such Material Acquisition is not consummated; provided, further that for purposes of any calculation of the Interest Coverage Ratio pursuant to this Agreement (other than for purposes of determining compliance with the Interest Coverage Financial Covenant, but including for purposes of determining pro forma compliance with the Interest Coverage Financial Covenant), Consolidated EBITDA shall be determined on a Pro Forma Basis in accordance with the requirements of the definition of “Pro Forma Basis” contained herein.

“Interest Coverage Financial Covenant” means the financial maintenance covenant specified in Section 7.17(c).

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“Interest Payment Date” means, (a) as to any Term SOFR Loan, the last day of each Interest Period applicable to such Loan and the applicable Maturity Date of the Facility under which such Loan was made; provided, however, that if any Interest Period for a Term SOFR Loan exceeds three months, the respective dates that fall every three months after the beginning of such Interest Period shall also be Interest Payment Dates; and (b) as to any Base Rate Loan or Swing Line Loan, the last Business Day of each January, April, July and October and the applicable Maturity Date of the Facility under which such Loan was made (with Swing Line Loans being deemed made under the Revolving Facility for purposes of this definition).

“Interest Period” means, as to each Term SOFR Loan, the period commencing on the date such Term SOFR Loan is disbursed or converted to or continued as a Term SOFR Loan and ending on the date one, three or six months thereafter, as selected by the Borrower in its Committed Loan Notice, or such other period that is twelve months or less (subject to availability) requested by the Borrower and consented to by the Appropriate Lenders; provided that:

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

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

(iii) no Interest Period shall extend beyond the applicable Maturity Date.

“Investment Grade Event” means any date on which (w) the Borrower shall have achieved Investment Grade Status, (x) no Default or Event of Default has occurred and is continuing, (y) no Indebtedness (other than the Obligations) is outstanding that is secured by all of the Collateral (taken as a whole) and (z) no Term Loans shall be outstanding.

“Investment Grade Period” means the period from an Investment Grade Event until such time, if any, as the Borrower is required to re-pledge Collateral in accordance with Section 9.10.

“Investment Grade Status” means as to the Borrower, that the Borrower has obtained any two of the following three public corporate or corporate family ratings: (a) BBB- or better by S&P; (b) Baa3 or better by Moody’s (which may be a senior unsecured debt rating); and (c) BBB- or better by Fitch; in each case with a stable or better outlook.

“Investments” means directly or indirectly, lending money or credit or making advances to any Person or Guaranteeing any obligation of any Person, or purchasing or acquiring any stock, obligations or securities of, or any other Equity Interest in, or making any capital contribution to, any other Person, or purchasing or owning a futures contract or otherwise becoming liable for the purchase or sale of currency or other commodities at a future date in the nature of a futures contract, or holding any cash or Cash Equivalents. Subject to Section 6.18, the amount of any Investment shall be the original cost of such Investment plus the cost of all additions thereto, without any adjustments for increases or decreases in value, or write-ups, write-downs or write-offs with respect to such Investment, but (without duplication of any of the following included in the calculation of Available Amount Basket) giving effect to any repayments of principal in the case of Investments in the form of loans and any return of capital or return on Investment in the case of equity Investments (whether as a distribution, dividend, redemption or sale but not in excess of the amount of the initial Investment) and any sale of an Unrestricted Subsidiary in the case of an Investment in an Unrestricted Subsidiary to the extent made in reliance on a dollar-based basket.

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“IP Rights” has the meaning specified in Section 5.17.

“IRS” means the United States Internal Revenue Service.

“ISP” shall mean the International Standby Practices, International Chamber of Commerce Publication No. 590 (or such later version thereof as may be in effect at the applicable time).

“Issuer Documents” means with respect to any Letter of Credit, the Letter of Credit Application, and any other document, agreement and instrument entered into by any L/C Issuer and the Borrower (or any Subsidiary) or in favor of such L/C Issuer and relating to such Letter of Credit.

“Joint Venture” means a joint venture, partnership or other similar arrangement entered into by the Borrower or any Restricted Subsidiary, whether in corporate, partnership or other legal form; provided that in no event shall any Subsidiary be considered to be a Joint Venture.

“Judgment Currency” has the meaning specified in Section 1.11.

“Junior Restricted Payment Indebtedness” means any of the following: (a) Permitted Convertible Notes, (b) Junior Refinancing Debt, (c) Permitted Additional Unsecured Acquisition Indebtedness, (d) Permitted Additional Unsecured Indebtedness, (e) Permitted Additional Secured Acquisition Indebtedness that is secured by the Collateral on a second priority (or other junior priority) basis to the Liens securing the Obligations, (f) Permitted Additional Secured Indebtedness that is secured by the Collateral on a second priority (or other junior priority) basis to the Liens securing the Obligations and (g) Subordinated Indebtedness, in the case of each of clauses (a) through (g), to the extent the aggregate outstanding principal amount of such Indebtedness is $10,000,00025,000,000 or more.

“Junior Refinancing Debt” means Permitted Junior Priority Refinancing Debt and Permitted Unsecured Refinancing Debt.

“L/C Advance” means, with respect to each Revolving Credit Lender, such Lender’s funding of its participation in any L/C Borrowing in accordance with its Applicable Revolving Credit Percentage. All L/C Advances shall be denominated in Dollars and in the case of any L/C Borrowing in an Available Currency, in the Dollar Equivalent of such L/C Borrowing.

“L/C Borrowing” means an extension of credit resulting from a drawing under any Letter of Credit which has not been reimbursed on the date when made or refinanced as a Revolving Credit Borrowing.

“L/C Commitment” means, with respect to each L/C Issuer, the commitment of such L/C Issuer to issue Letters of Credit hereunder. The initial amount of each L/C Issuer’s Letter of Credit Commitment is set forth on Schedule 2.01C, or if an L/C Issuer has entered into an Assignment and Assumption or has otherwise assumed a Letter of Credit Commitment after the New 2023 Incremental Amendment Effective Date, the amount set forth for such L/C Issuer as its Letter of Credit Commitment in the Register maintained by the Administrative Agent. The Letter of Credit Commitment of an L/C Issuer may be modified from time to time by agreement between such L/C Issuer and the Borrower, and notified to the Administrative Agent.

“L/C Credit Extension” means, with respect to any Letter of Credit, the issuance thereof or extension of the expiry date thereof, or the increase of the amount thereof.

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“L/C Disbursement” shall mean a payment or disbursement made by an L/C Issuer pursuant to a Letter of Credit.

“L/C Issuer” means each of Bank of America and Wells Fargo Bank, N.A. in its capacity as issuer of Letters of Credit hereunder, and each other Lender (if any) as the Borrower may from time to time select as an L/C Issuer hereunder pursuant to Section 2.03; provided that such Lender has agreed to be an L/C Issuer; provided, further, that JPMorgan Chase Bank, N.A. shall be deemed an L/C Issuer with regards to any Existing Letter of Credit issued by it. Any L/C Issuer may, in its discretion, arrange for one or more Letters of Credit to be issued by Affiliates of such L/C Issuer, in which case the term “L/C Issuer” shall include any such Affiliate with respect to Letters of Credit issued by such Affiliate. Each reference herein to the “L/C Issuer” in connection with a Letter of Credit or other matter shall be deemed to be a reference to the relevant L/C Issuer with respect thereto.

“L/C Obligations” means, as at any date of determination, the aggregate amount available to be drawn under all outstanding Letters of Credit plus the aggregate of all Unreimbursed Amounts, including all L/C Borrowings. For purposes of computing the amount available to be drawn under any Letter of Credit, the amount of such Letter of Credit shall be determined in accordance with Section 1.06. For all purposes of this Agreement, if on any date of determination a Letter of Credit has expired by its terms but any amount may still be drawn thereunder by reason of the operation of Rule 3.14 of the ISP, such Letter of Credit shall be deemed to be “outstanding” in the amount so remaining available to be drawn.

“Latest Maturity Date” means the latest of the Maturity Dates for the Facilities and any Incremental Term Loan Maturity Date applicable to existing Incremental Term Loans, as of any date of determination.

“Laws” means, collectively, all international, foreign, Federal, state and local statutes, treaties, rules, guidelines, regulations, ordinances, codes and administrative or judicial precedents or authorities, including the interpretation or administration thereof by any Governmental Authority charged with the enforcement, interpretation or administration thereof, and all applicable administrative orders, directed duties, requests, licenses, authorizations and permits of, and agreements with, any Governmental Authority, in each case whether or not having the force of law.

“LCT Election” has the meaning set forth in Section 1.08.

“LCT Test Date” has the meaning set forth in Section 1.08.

“Lender” has the meaning specified in the introductory paragraph hereto and includes the New 2023 Incremental Term Lenders and the Revolving Credit Lenders.

“Lender Party” and “Lender Recipient Party” means collectively, the Lenders, the Swing Line Lender and the L/C Issuers.

“Lending Office” means, as to any Lender, the office or offices of such Lender described as such in such Lender’s Administrative Questionnaire, or such other office or offices as a Lender may from time to time notify the Borrower and the Administrative Agent, which office may include any Affiliate of such Lender or any domestic or foreign branch of such Lender or such Affiliate. Unless the context otherwise requires each reference to a Lender shall include its applicable Lending Office.

“Letter of Credit” means any letter of credit or any foreign bank guarantee or indemnity issued hereunder, providing for the payment of cash upon the honoring of a presentation thereunder and shall include the Existing Letters of Credit; provided, that no L/C Issuer shall be required to issue any bank guarantee or indemnity unless it agrees in its sole discretion. A Letter of Credit may be a commercial Letter of Credit or a standby Letter of Credit; provided that Goldman Sachs Bank USA shall not be required to issue any commercial Letter of Credit.

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“Letter of Credit Application” means an application and agreement for the issuance or amendment of a Letter of Credit in the form from time to time in use by the applicable L/C Issuer.

“Letter of Credit Fee” has the meaning specified in Section 2.03(i).

“Letter of Credit Report” means a certificate substantially in the form of Exhibit R or any other form approved by the Administrative Agent.

“Letter of Credit Sublimit” means an amount equal to $200,000,000. The Letter of Credit Sublimit is part of, and not in addition to, the Revolving Credit Facility.

“Leverage Holiday” has the meaning specified in Section 7.17(a).

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

“Limited Condition Transaction” means (a) any acquisition or similar Investment whose consummation is not conditioned on the availability of, or on obtaining, financing and/or (b) any redemption or repayment of Indebtedness or Equity Interests requiring irrevocable advance notice or any irrevocable offer to purchase Indebtedness or Equity Interests that is not subject to obtaining financing.

“Loan” means an extension of credit by a Lender to the Borrower under Article II in the form of a Term Loan, a Revolving Credit Loan or a Swing Line Loan.

“Loan Documents” means, collectively, (a)(a) this Agreement, including the New 2023 Incremental Joinder and Amendment Agreement, (b)(b) the Notes, (c)(c) the Guaranty, (ed) the Collateral Documents, (fe) the Fee Letter and (g) the Intercreditor, (f) each Issuer Document and (g) any agreement creating or perfecting rights in Cash Collateral pursuant to the provisions of Section 2.17(d) of this Agreement, but, for the avoidance of doubt, excluding any Secured Cash Management Agreement or Secured Hedge Agreement.

“Loan Parties” means, collectively, the Borrower and each Guarantor.

“LTM Consolidated EBITDA” means Consolidated EBITDA of the Borrower and its Restricted Subsidiaries for the period of four fiscal quarters then most recently ended for which financial statements have been delivered pursuant to Section 6.01(a) or (b), calculated on a Pro Forma Basis.

“Material Acquisition” means any acquisition of property or series of related acquisitions of property that (a) constitutes assets comprising all or substantially all of an operating unit of a business or constitutes all or substantially all of the common stock of a Person, including, without limitation, any Permitted Acquisition and (b) involves the payment of consideration by any of the Borrower and its Restricted Subsidiaries equal to or greater than $100,000,000200,000,000; provided that at the option of the Borrower, any such acquisition that involves the payment of consideration by any of the Borrower and its Restricted Subsidiaries that is less than $100,000,000200,000,000 may be treated as a Material Acquisition for all purposes of this Agreement other than for purposes of electing a Leverage Holiday pursuant to the first proviso of Section 7.17(a).

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“Material Adverse Effect” means (i) a material adverse change in, or a material adverse effect on, the operations, business, assets, properties, liabilities (actual or contingent) or financial condition of the Borrower and its Restricted Subsidiaries, taken as a whole; (ii) a material impairment of the rights and remedies, taken as a whole, of the Administrative Agent and the Lenders under the Loan Documents, or (iii) a material impairment of the ability of the Borrower and the Guarantors, taken as a whole, to perform their payment obligations under any of the Loan Documents.

“Material Real Property” has the meaning specified in Section 6.12(a)(ii).

“Material Subsidiary” shall mean any Restricted Subsidiary that would be a “significant subsidiary” as defined in Article 1, Rule 1-02 of Regulation S-X, promulgated pursuant to the Securities Act, as such Regulation S-X is in effect on the 2018 RefinancingNew 2023 Incremental Amendment Effective Date; provided that each of the conditions of such Rule 1-02 shall be measured with a standard of 5% rather than 10%.

“Maturity Date” means (i) as to the TermRevolving Credit Facility, September 28, 2025October 24, 2028 and (ii) as to the New 2023 Incremental Term Loan Facility, January  19October 24, 2030; provided, however, that, if such date is not a Business Day, the Maturity Date shall be the next preceding Business Day.

“Maturity Limitation” has the meaning set forth in Section 2.132.15(c)(v).

“Merger Sub” shall mean Neptune Acquisition, Inc., a Delaware corporation and wholly-owned Subsidiary of the Borrower.

“MFN Provision” has the meaning set forth in Section 2.132.15(c)(vi).

“Minimum Collateral Amount” means, at any time, (i) with respect to Cash Collateral consisting of cash or deposit account balances, an amount equal to 103% of the Fronting Exposure of all L/C Issuers with respect to Letters of Credit issued and outstanding at such time and (ii) otherwise, an amount determined by the Administrative Agent and the L/C Issuers in their sole discretion.

“Moody’s” means Moody’s Investors Service, Inc. and any successor thereto.

“Mortgage Policies” has the meaning specified in Section 6.12(a)(ii)(B).

“Mortgaged Property” shall mean any Material Real Property owned by any Loan Party which is encumbered (or required to be encumbered) by a Mortgage pursuant to the terms of this Agreement or any Collateral Document.

“Mortgages” has the meaning specified in Section 6.12(a)(ii).

“Multiemployer Plan” means any employee benefit plan of the type described in Section 4001(a)(3) of ERISA, to which the Borrower or any ERISA Affiliate makes or is obligated to make contributions, or during the preceding five plan years, has made or been obligated to make contributions.

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“Multiple Employer Plan” means a Plan which has two or more contributing sponsors (including the Borrower or any ERISA Affiliate) at least two of whom are not under common control, as such a plan is described in Section 4064 of ERISA.

“Net Cash Proceeds” shall mean, with respect to the issuance or sale of any Equity Interests or the incurrence or issuance of any Indebtedness, the excess of (a) the sum of cash and Cash Equivalents received in connection with such transaction over (b) the underwriting discounts and commissions, and other reasonable and customary out-of-pocket expenses and fees, incurred by the issuer in connection therewith.

“Net Insurance Proceeds” shall mean, with respect to any Recovery Event, the cash proceeds received by the respective Person in connection with such Recovery Event (net of (a) reasonable costs and taxes incurred in connection with such Recovery Event and (b) required payments of any Indebtedness (other than Indebtedness secured pursuant to the Collateral Documents and Indebtedness of any Loan Party secured pursuant to any Permitted Additional Secured Acquisition Indebtedness Documents or any Permitted Additional Secured Indebtedness Documents) which is secured by the respective assets the subject of such Recovery Event).

“Net Sale Proceeds” shall mean, for any sale or other disposition of assets, the gross cash proceeds (including any cash received upon the sale or disposition of any Designated Non-cash Consideration or by way of deferred payment pursuant to a promissory note, receivable or otherwise, but only as and when received) received from such sale or other disposition of assets, net of (i) reasonable transaction costs (including, without limitation, any underwriting, brokerage or other customary selling commissions, reasonable legal, advisory and other fees and expenses (including title and recording expenses), associated therewith and sales, VAT and transfer taxes arising therefrom), (ii) payments of unassumed liabilities relating to the assets sold or otherwise disposed of at the time of, or within 30 days after, the date of such sale or other disposition, (iii) the amount of such gross cash proceeds required to be used to permanently repay any Indebtedness (other than Indebtedness secured pursuant to the Collateral Documents and Indebtedness of any Loan Party secured pursuant to any Permitted Additional Secured Acquisition Indebtedness Documents or any Permitted Additional Secured Indebtedness Documents) which is secured by the respective assets which were sold or otherwise disposed of, and (iv) the estimated net marginal increase in income taxes which will be payable by the Borrower’s consolidated group or any Restricted Subsidiary of the Borrower with respect to the fiscal year of the Borrower in which the sale or other disposition occurs as a result of such sale or other disposition; provided, however, that such gross proceeds shall not include any portion of such gross cash proceeds which the Borrower determines in good faith should be reserved for post-closing adjustments (to the extent the Borrower delivers to the Administrative Agent a certificate signed by a Responsible Officer of the Borrower as to such determination),, it being understood and agreed that on the day that all such post-closing adjustments have been determined (which shall not be later than six months following the date of the respective asset sale), the amount (if any) by which the reserved amount in respect of such sale or disposition exceeds the actual post-closing adjustments payable by the Borrower or any of its Restricted Subsidiaries shall constitute Net Sale Proceeds on such date received by the Borrower and/or any of its Restricted Subsidiaries from such sale or other disposition.

“Net Working Capital” means the consolidated current assets (excluding cash and Cash Equivalents) of the Borrower and its Restricted Subsidiaries, minus the consolidated current liabilities (excluding current liabilities in respect of Indebtedness, including any current liabilities in connection with any premium payments to be paid to the holders of the 2018 Convertible Notes upon conversion at maturity thereof) of the Borrower and its Restricted Subsidiaries.

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“New 2023 Incremental Amendment Agreement” means that certain Incremental Amendment Agreement dated as of October 24, 2023 among the Borrower, the Guarantors party thereto, the New 2023 Incremental Term Lenders party thereto, the Revolving Credit Lenders party thereto, the L/C Issuers party thereto, the Swingline Lender and the Administrative Agent.

“New 2023 Incremental Amendment Effective Date” means October 24, 2023.

“New 2023 Incremental Term Borrowing” means a borrowing consisting of simultaneous New 2023 Incremental Term Loans, of the same Type and, in the case of Term SOFR Loans, having the same Interest Period made by each of the New 2023 Incremental Term Lenders pursuant to Section 2.01.

“New 2023 Incremental Term Lender” means each Lender holding a New 2023 Incremental Term Loan and any permitted assignees thereof in accordance with the Credit Agreement.

“New 2023 Incremental Term Loan Commitment” means, as to each New 2023 Incremental Term Lender, its obligation to make the New 2023 Incremental Term Loans to the Borrower pursuant to Section 2.01 in an aggregate principal amount at any one time outstanding not to exceed the amount set forth opposite such New 2023 Incremental Term Lender’s name on Schedule 1A to the New 2023 Incremental Amendment Agreement, as such amount may be adjusted from time to time in accordance with this Agreement.

“New 2023 Incremental Term Loan Facility” means, at any time, (a) on or prior to the New 2023 Incremental Amendment Effective Date, the aggregate amount of the New 2023 Incremental Term Loan Commitments at such time and (b) thereafter, the aggregate principal amount of the New 2023 Incremental Term Loans of all New 2023 Incremental Term Lenders outstanding at such time.

“New 2023 Incremental Term Loans” means the Term Loans made by the Lenders to the Borrower pursuant to the New 2023 Incremental Amendment Agreement, a portion of the proceeds of which were used to refinance in full the 2020 Term Loans and the 2023 Incremental Term Loans outstanding as of the New 2023 Incremental Amendment Effective Date.

“Non-Consenting Lender” means any Lender that does not approve any consent, waiver or amendment that (i) requires the approval of all Lenders or all affected Lenders in accordance with the terms of Section 10.01 and (ii) has been approved by the Required Lenders or the Required Revolving Lenders, as applicable.

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

“Non-Wholly-Owned Subsidiary” shall mean, as to any Person, each Subsidiary of such Person which is not a Wholly-Owned Subsidiary of such Person.

“Note” means a promissory note made by the Borrower in favor of a Term Lender evidencing Term Loans made by such Term Lender, substantially in the form of Exhibit C.

“Notice of Loan Prepayment” means a notice of a prepayment pursuant to Section 2.05, which shall be substantially in the form of Exhibit S or such other form as approved by the Administrative Agent (including any form on an electronic platform or electronic transmission system as shall be approved by the Administrative Agent), appropriately completed and signed by a Responsible Officer of the Borrower.

“NPL” means the National Priorities List under CERCLA.

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