Ichor

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
_____________________________________________________________
FORM 10-K
_____________________________________________________________
(Mark One)
x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 27, 2024
or
o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from_______ to _______
Commission File Number 001-37961
_____________________________________________________________
ICHOR HOLDINGS, LTD.
(Exact name of registrant as specified in its charter)
_____________________________________________________________
Cayman Islands
Not Applicable
(State or other jurisdiction of
incorporation or organization)
(IRS Employer Identification No.)
3185 Laurelview Ct.
Fremont, California 94538
(Address of principal executive offices, including zip code)
(510) 897-5200
(Registrant's telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
Ordinary Shares, par value $0.0001 per share
ICHR
The NASDAQ Stock Market LLC
Securities registered pursuant to Section 12(g) of the Act:
None
_____________________________________________________________
Indicate by check mark if the registrant is a well‑known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes x No o
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes o No x
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12
months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S‑T (§232.405 of
this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes x No o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non‑accelerated filer, a smaller reporting company, or an emerging growth company.
See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b‑2 of the Exchange Act.
Large accelerated filer
x
Accelerated filer
o
Non-accelerated filer
o
Smaller reporting company
o
Emerging Growth Company
o
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial
accounting standards provided pursuant to Section 13(a) of the Exchange Act. o
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting
under Section 404(b) of the Sarbanes‑Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. x
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of
an error to previously issued financial statements. o
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s
executive officers during the relevant recovery period pursuant to §240.10D-1(b). o
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b‑2 of the Act). Yes o No x
There were 34,003,244 ordinary shares, $0.0001 par value, outstanding as of February 18, 2025.
The aggregate market value of voting ordinary shares held by non-affiliates of the registrant was $1,280,861,000 based on the closing price of the ordinary shares as reported on
The Nasdaq Global Select Market as of June 28, 2024, the last business day of the registrant's most recently completed second fiscal quarter. There are no non-voting ordinary

shares held by non-affiliates of the registrant.
DOCUMENTS INCORPORATED BY REFERENCE
The information required by Part III of Form 10‑K is incorporated herein by reference to portions of the registrant’s Definitive Proxy Statement relating to its 2025 Annual General
Meeting of Shareholders, which will be filed with the Securities and Exchange Commission within 120 days after the end of the registrant’s fiscal year ended December 27, 2024.

Table of Contents
TABLE OF CONTENTS
Page
PART I
ITEM 1.
BUSINESS
1
ITEM 1A.
RISK FACTORS
11
ITEM 1B.
UNRESOLVED STAFF COMMENTS
30
ITEM 1C.
CYBERSECURITY
31
ITEM 2.
PROPERTIES
32
ITEM 3.
LEGAL PROCEEDINGS
32
ITEM 4.
MINE SAFETY DISCLOSURES
32
PART II
ITEM 5.
MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER
PURCHASES OF EQUITY SECURITIES
32
ITEM 6.
[RESERVED]
34
ITEM 7.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
34
ITEM 7A.
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
45
ITEM 8.
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
46
ITEM 9.
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
DISCLOSURE
46
ITEM 9A.
CONTROLS AND PROCEDURES
46
ITEM 9B.
OTHER INFORMATION
47
ITEM 9C.
DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
47
PART III
ITEM 10.
DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE
47
ITEM 11.
EXECUTIVE COMPENSATION
47
ITEM 12.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED
STOCKHOLDER MATTERS
48
ITEM 13.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
48
ITEM 14.
PRINCIPAL ACCOUNTANT FEES AND SERVICES
48
PART IV
ITEM 15.
EXHIBIT AND FINANCIAL STATEMENT SCHEDULES
48
ITEM 16.
FORM 10-K SUMMARY
48
EXHIBIT INDEX
SIGNATURES

Table of Contents
CAUTIONARY STATEMENT CONCERNING FORWARD‑LOOKING STATEMENTS
This Annual Report on Form 10-K contains "forward-looking statements" made pursuant to the safe harbor provisions of the Private Securities
Litigation Reform Act of 1995, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). The
words “anticipate,” “believe,” “contemplate,” “designed,” “estimate,” “expect,” “forecast,” “goal,” “guidance,” “intend,” “may,” “outlook,” “plan,”
“predict,” “project,” “see,” “seek,” “target,” “would” and similar expressions or variations or negatives of these words are intended to identify
forward-looking statements, although not all forward-looking statements contain these identifying words. Examples of forward-looking statements
include statements relating to our future financial condition, industry outlooks and trends, and operating results, plans, objectives and goals, as
well as any other statement that does not directly relate to any historical or current fact. These statements are contained in many sections of this
Annual Report on Form 10-K, including those entitled Item 1. – Business and Item 7. – Management’s Discussion and Analysis of Financial
Condition and Results of Operations. Although we believe that our plans, intentions and expectations reflected in or suggested by such forward-
looking statements are reasonable, we cannot assure you that we will achieve those plans, intentions or expectations. All forward-looking
statements are subject to risks and uncertainties that may cause actual results to differ materially from those that we expected.
Important factors that could cause actual results to differ materially from our expectations, or cautionary statements, are disclosed under the
sections entitled Item 1A. – Risk Factors and Item 7. – Management’s Discussion and Analysis of Financial Condition and Results of Operations
in this Annual Report on Form 10-K. You should evaluate all forward-looking statements made in this report in the context of these risks and
uncertainties.
We caution you that the important factors referenced above may not contain all of the factors that are important to you. In addition, we cannot
assure you that we will realize the results or developments we expect or anticipate or, even if substantially realized, that they will result in the
consequences or affect us or our operations in the way we expect. The forward-looking statements included in this Annual Report on Form 10-K
are made only as of the date hereof. We undertake no obligation to publicly update or revise any forward-looking statement as a result of new
information, future events or otherwise, except as otherwise required by law.

Table of Contents
PART I
ITEM 1. BUSINESS
Unless expressly indicated or the context requires otherwise, the terms “Ichor,” “Company,” “we,” “us,” “our,” and similar terms in this Annual
Report on Form 10-K refer to Ichor Holdings, Ltd. and its consolidated subsidiaries.
We were originally incorporated as Celerity, Inc. (“Celerity”) in 1999. Ichor Holdings, Ltd., an exempt limited company incorporated in the
Cayman Islands, was formed in March 2012. We completed the initial public offering of our ordinary shares in December 2016.
We use a 52- or 53-week fiscal year ending on the last Friday in December. The following table details our fiscal periods included elsewhere in
this Annual Report on Form 10-K. All references to 2024, 2023, and 2022, including the quarters thereto, relate to our fiscal periods as so
detailed.
Fiscal Period
Period Ending
Weeks in Period
Fiscal Year 2024:
December 27, 2024
52
First Quarter
March 29, 2024
13
Second Quarter
June 28, 2024
13
Third Quarter
September 27, 2024
13
Fourth Quarter
December 27, 2024
13
Fiscal Year 2023:
December 29, 2023
52
First Quarter
March 31, 2023
13
Second Quarter
June 30, 2023
13
Third Quarter
September 29, 2023
13
Fourth Quarter
December 29, 2023
13
Fiscal Year 2022:
December 30, 2022
52
First Quarter
April 1, 2022
13
Second Quarter
July 1, 2022
13
Third Quarter
September 30, 2022
13
Fourth Quarter
December 30, 2022
13
Company Overview
We are a leader in the design, engineering, and manufacturing of critical fluid delivery subsystems and components for semiconductor capital
equipment. Our primary product offerings include gas and chemical delivery systems and subsystems, collectively known as fluid delivery
systems and subsystems, which are key elements of the process tools used in the manufacturing of semiconductor devices. Our gas delivery
subsystems deliver, monitor, and control precise quantities of the specialized gases used in semiconductor manufacturing processes such as
etch and deposition. Our chemical delivery systems and subsystems precisely blend and dispense the reactive liquid chemistries used in
semiconductor manufacturing processes such as chemical-mechanical planarization, electroplating, and cleaning. We also provide precision-
machined components, weldments, electron beam (“e‑beam”) and laser-welded components, precision vacuum and hydrogen brazing and
surface treatment technologies, and other proprietary products for the commercial space, aerospace, defense, medical device, and general-
industrial industries. This vertically integrated portion of our business is primarily focused on metal and plastic parts that are used in gas and
chemical systems, respectively.
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Fluid delivery subsystems ensure accurate measurement and uniform delivery of specialty gases and chemicals at critical steps in the
semiconductor manufacturing processes. Any malfunction or material degradation in fluid delivery reduces yields and increases the likelihood of
manufacturing defects in these processes. Most original equipment manufacturers (“OEMs”) outsource all or a portion of the design,
engineering, and manufacturing of their gas delivery subsystems to a few specialized suppliers, including us. Additionally, many OEMs are
outsourcing the design, engineering, and manufacturing of their chemical delivery subsystems due to the increased fluid expertise required to
manufacture these subsystems. Outsourcing these subsystems allows OEMs to leverage suppliers’ highly specialized engineering, design, and
production skills while focusing their internal resources on their own value-added processes. Outsourcing enables OEMs to reduce their costs
and development time, providing growth opportunities for specialized subsystems suppliers like us.
Our goal is to be a leading supplier of fluid delivery subsystems and components to OEMs engaged in manufacturing capital equipment to
produce semiconductors and to leverage our technology and products to expand the share of our addressable markets. To achieve this goal, we
engage with our customers early in their design and development processes and utilize our deep engineering resources and operating expertise,
as well as our expanded product portfolio, to jointly create innovative and advanced solutions that are designed to meet the current and future
needs of our customers. We believe this approach enables us to design products that meet the precise specifications our customers demand,
allows us to be the sole supplier of these subsystems during the initial production ramp, and positions us to be the preferred supplier for the full
lifespan of the process tool.
The broad technical expertise of our engineering team, coupled with our early customer engagement approach, enables us to offer innovative
and reliable solutions to complex fluid delivery challenges. With over two decades of experience developing complex fluid delivery subsystems
and meeting the constantly changing production requirements of leading semiconductor OEMs, we have developed expertise in fluid delivery
that we offer to our OEM customers. With an aim to provide superior customer service, we have a global footprint with many facilities
strategically located in close proximity to our customers. We have long standing relationships with top tier OEM customers, including Lam
Research, Applied Materials, and ASML which were our largest customers by sales in 2024.
We generated revenue of $849.0 million, $811.1 million, and $1,280.1 million in 2024, 2023, and 2022, respectively. We generated net income
(loss) of $(20.8) million, $(43.0) million, and $72.8 million, calculated in accordance with generally accepted accounting principles in the United
States (“GAAP”) in 2024, 2023, and 2022, respectively, and $5.9 million, $12.3 million, and $104.9 million on a non-GAAP basis in 2024, 2023,
and 2022, respectively. See Item 7. – Management's Discussion and Analysis of Financial Condition and Results of Operations, Non-GAAP
Results for a discussion of non-GAAP net income, an accompanying presentation of the most directly comparable financial measure, GAAP net
income, and a reconciliation of the differences between non-GAAP net income and GAAP net income.
Our Competitive Strengths
As a leader in the fluid delivery industry, we believe that our key competitive strengths include the following:
Deep Fluids Engineering Expertise
We believe that our engineering team, comprised of chemical, mechanical, electrical, software, and systems engineers, has positioned us to
expand the scope of our solutions, provide innovative products and subsystems, and strengthen our incumbent position at our OEM customers.
Our engineering team works with our customers’ product development teams, providing our customers with technical expertise in fluid delivery
system design.
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Early Engagement with Customers on Product Development
We seek to engage with our customers and potential customers very early in their process for new product development. We believe this
approach enables us to collaborate on product design, qualification, manufacturing, and testing in order to provide a comprehensive, customized
solution. Through early engagement during the complex design stages, our engineering team gains early insight into our customers’ technology
roadmaps, which enables us to pioneer innovative and advanced solutions. In many cases, our early engagement with our customers enables
us to be the sole source supplier when the product is initially introduced.
Long History and Strong Relationships with Top Tier Customers
We have established deep relationships with top tier OEMs, including Lam Research, Applied Materials, and ASML. Our customers are global
leaders by sales in the semiconductor capital equipment industry. Our existing relationships with our customers have enabled us to effectively
compete for new fluid delivery subsystems for our customers’ next generation products in development. We leverage our deep-rooted existing
customer relationships with these market leaders to penetrate new business opportunities created through industry consolidation. Our close
collaboration with our global customers has contributed to our established market position and several key supplier awards.
Operational Excellence with Scale to Support the Largest Customers
With over 20 years of experience in designing and building fluid delivery systems, we have developed deep capabilities in operations. We have
strategically located our manufacturing facilities near our customers’ locations in order to provide fast and efficient responses to new product
introductions and accommodate configuration or design changes late in the manufacturing process. We will continue to add capacity as needed
to support future growth. In addition to providing high quality and reliable fluid delivery subsystems and components, one of our principal
strategies is delivering the lead-times that provide our customers with the required flexibility needed in their production processes. We have
accomplished this by investing in manufacturing systems and processes and an efficient supply chain. Our focus on operational efficiency and
flexibility allows us to reduce manufacturing cycle times in order to respond quickly to customer requests.
Capital Efficient and Scalable Business Model
Our business requires modest levels of capital investments to support production capacity and new product development. The amount of
necessary investment fluctuates over time depending on business outlook, new product strategy, and timing of introductions. In 2024, 2023, and
2022, our total capital expenditures were $17.6 million, $15.5 million, and $29.4 million, respectively, representing 2.1%, 1.9%, and 2.3%, of
sales, respectively. The semiconductor capital equipment market has historically been cyclical. We have structured our business to reduce fixed
manufacturing overhead and operating expenses to enable us to grow net income at a higher rate than sales during periods of growth.
Our Growth Strategy
Our objective is to enhance our position as a leader in providing fluid delivery solutions, including subsystems, components, and legacy tool
refurbishment, to our customers by leveraging our core strengths. The key elements of our growth strategy are:
Grow Our Market Share within Existing Customer Base
We intend to grow our position within our existing customers by continuing to leverage our specialized engineering talent, early collaboration
approach with OEMs to foster long-term relationships, and expanded product offerings. Each of our customers produces many different process
tools for various process steps. At each customer, we are an outsourced supplier of fluid delivery subsystems and components for a subset of
their entire process tool offerings. We are constantly looking to expand our market share at our existing customers. We believe that our early
collaborative approach with customers positions us to deliver innovative and dynamic solutions, offer timely deployment and meet competitive
cost targets, further increasing our market share.
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Grow Our Total Available Market and Share of the Market with Expanded Product Offerings
We continue to work with our existing customer base on additional opportunities, including machined products, proprietary components, and
chemical delivery systems and components as a few of our important potential growth areas. Our internally developed proprietary components
can be integrated into our existing fluid delivery systems as well as our next generation gas panel. We believe that the industries we serve have
a growing need for the unique expertise we offer in precision machining, fluid mechanics, controls, and the component needed for next
generation processes. For example, as semiconductor devices become more complex, atomic layer deposition (“ALD”), etch, and chemical
vapor deposition (“CVD”) require more precise gas control, with faster response times, tighter repeatability, and cleaner, more corrosion-resistant
systems. By leveraging our existing customer relationships and strong history of solving these challenges, we believe this will grow market
share. We have expanded our served customer base with expanded product offerings through both internal development and opportunistic
acquisitions. This has enabled us to manufacture and assemble the complex products and precision machined components for the
semiconductor equipment market, including at our existing customer base, as well as for the commercial space, aerospace, defense, medical
device, and general-industrial industries.
Expand Our Total Customer Base within Fluid Delivery Market
We have expanded our customer base to include a leading lithography system manufacturer and a leading ALD system manufacturer. We
continue to actively engage with new customers that are considering outsourcing their gas and chemical delivery needs and we continue to
expand our components business.
Our acquisition of IMG Companies, LLC and its subsidiaries (“IMG”) in November 2021 further expanded our total customer base with new
customers in the medical, aerospace, and defense sectors.
Continue to Improve Our Manufacturing Process Efficiency
We continually strive to improve our processes to reduce our manufacturing process cycle time, increase our ability to respond to short lead-time
and last-minute configuration changes, reduce our manufacturing costs, and improve our inventory efficiency requirements in order to improve
profitability and make our product offerings more attractive to new and existing customers.
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Our Products and Services
We are a leader in the design, engineering and manufacturing of critical fluid delivery subsystems and components. Our product and service
offerings are classified in the following categories:
Gas Delivery Subsystems
Gas delivery is among the most technologically complex functions in semiconductor capital equipment and is used to deliver, monitor and control
precise quantities of the vapors and gases critical to the manufacturing process. Our gas delivery systems consist of a number of gas lines, each
controlled by a series of mass flow controllers, regulators, pressure transducers, valves, and an integrated electronic control system. Our gas
delivery subsystems are primarily used in equipment for “dry” manufacturing processes, such as etch, chemical vapor deposition, physical vapor
deposition, epitaxy, and strip.
Chemical Delivery Products and Subsystems
Our chemical delivery products and subsystems are used to precisely blend and dispense reactive chemistries and colloidal slurries critical to
the specific “wet” front-end process, such as wet clean, electro chemical deposition, and chemical-mechanical planarization (“CMP”). In addition
to the chemical delivery subsystem, we also manufacture the process modules that apply the various chemicals directly to the wafer in a
process-and application-unique manner to create the desired chemical reaction.
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The image below shows a typical wet-process front end semiconductor tool, with a chemical delivery subsystem and corresponding application
process module highlighted:
Weldments and Specialty Joining
Our complete offering of weldments support the delivery of gases through the process tool. We have developed both automated and manual
welding processes to support world class workmanship on all types of metals needed to support fluid delivery within the semiconductor market.
The welded assemblies are used in both wet and dry processes, as well as non-semiconductor applications including in the aerospace,
commercial space, defense, medical device, and general industrial markets. We offer a wide range of specialty joining technologies including
orbital, tungsten inert gas, e‑beam, and laser welding, as well as hydrogen and vacuum brazing.
Precision Machining
Precision machining provides us the ability to supply our customers with components used in our gas delivery systems and weldments, while
also providing custom machined solutions throughout customers’ equipment. Many of these items are used downstream of the gas system and
in process-critical applications. Our precision machined products can be used in both wet and dry applications and include both small- and
large‑format machining applications. Machined components are also provided to other critical non‑semiconductor markets, including aerospace
and medical device.
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Customers, Sales, and Marketing
We primarily market and sell our products directly to equipment OEMs in the semiconductor equipment market. We are dependent upon a small
number of customers, as the semiconductor equipment manufacturer market is highly concentrated with five companies accounting for over 70%
of all process tool revenues. For 2024, two customers with individual sales over 10%, Lam Research and Applied Materials, accounted for a
combined 73% of total sales. We do not have long-term contracts that require customers to place orders with us in fixed or minimum volumes,
and we generally operate on a purchase order basis with customers.
Our sales and marketing efforts focus on fostering close business relationships with our customers. As a result, we locate many of our account
managers near the customer they support. Our sales process involves close collaboration between our account managers and engineering and
operations teams. Account managers and engineers work together with customers and in certain cases provide on-site support, including
attending customers’ internal meetings related to production and engineering design. Each customer project is supported by our account
managers and customer support team who ensure we are aligned with all of the customer’s quality, cost, and delivery expectations.
Operations, Manufacturing, and Supply Chain Management
We have developed a highly flexible manufacturing model with cost-effective locations situated nearby the manufacturing facilities of our largest
customers. We have facilities in the United States, Singapore, Malaysia, the United Kingdom, Korea, and Mexico.
Operations
Our product cycle engagements begin by working closely with our customers to outline the solution specifications before design and prototyping
even begin. Our design and manufacturing process is highly flexible, enabling our customers to make alterations to their final requirements
throughout the design, engineering, and manufacturing process. This flexibility results in significantly decreased order-to-delivery cycle times for
our customers. For instance, it can take as little as 20 to 30 days for us to manufacture a gas delivery system with fully evaluated performance
metrics after receiving an order.
Manufacturing
We are ISO 9001 certified or compliant at our manufacturing locations, and our manufactured subsystems and modules strive to adhere to strict
design tolerances and specifications. We operate clean rooms at our facilities in Singapore, Oregon, Texas, and Korea that meet Class 100 and
Class 10,000 standards for customer-specified testing, assembly, and integration of high-purity gas and chemical delivery systems at our
locations. We operate additional facilities in Malaysia, Oregon, Texas, and California for weldments and related components used in our gas
delivery subsystems, and we operate facilities in Oregon and Malaysia for critical components used in our chemical delivery subsystems. We
operate facilities in California, Minnesota, and Mexico for precision machining of components for sale to our customers and internal use, as well
as specialty joining and plating technologies. Many of our facilities are located in close proximity to our largest customers to allow us to
collaborate with them on a regular basis and to aid us in delivering our products on a just-in-time basis, regardless of order size or the degree of
changes in the applicable configuration or specifications.
We qualify and test key components that are integrated into our subsystems and test our fluid delivery subsystems during the design process
and again prior to shipping. Our quality management system allows us to access real-time corrective action reports, non-conformance reports,
customer complaints, and controlled documentation. In addition, our senior management conducts quarterly reviews of our quality control system
to evaluate effectiveness. Our customers also complete quarterly surveys which allow us to measure satisfaction.
Supply Chain Management
We use a wide range of components and materials in the production of our gas and chemical delivery systems, including filters, mass flow
controllers, regulators, pressure transducers, substrates, and valves. We obtain components and materials from a large number of sources,
including single source and sole source suppliers.
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We use supplier-consigned material and just-in-time stocking programs for a portion of our inventories to effectively manage our component
inventories and better respond to changing customer requirements. These approaches are designed to reduce our inventory levels and maintain
flexibility in responding to changes in product demand. A key part of our strategy is to identify multiple suppliers with a strong global reach that
are located within close proximity to our manufacturing locations.
Technology Development and Engineering
We have a long history of engineering innovation and development. We continue to transition from being an integration engineering and
components company into a gas and chemical delivery system and subsystem leader with product development and systems engineering, as
well as integration expertise. Our industry continues to experience rapid technological change, requiring us to continuously invest in technology
and product development and regularly introduce new products and features that meet our customers’ evolving requirements.
We have built a team of fluid delivery experts. Our engineering team consists of engineers and designers with chemical, mechanical, electrical,
software, systems, and manufacturing-engineering expertise. Our engineers are closely connected with our customers and typically work at our
customers’ sites and operate as an extension of our customers’ design team. We engineer within our customers’ processes, design vaults,
drawing standards, and part numbering systems. These development efforts are designed to meet specific customer requirements in the areas
of subsystem design, materials, component selection, and functionality. The majority of our sales are generated from projects during which our
engineers cooperated with our customer early in the design cycle. Through this early collaborative process, we become an integral part of our
customers’ design and development processes, and we are able to quickly anticipate and respond to our customers’ changing requirements.
Our engineering team also works directly with our suppliers to help them identify new component technologies and make necessary changes in,
and enhancements to, the components that we integrate into our products. Our analytical and testing capabilities enable us to evaluate multiple
supplier component technologies and provide customers with a wide range of appropriate component and design choices for their gas and
chemical delivery systems and other critical subsystems. These capabilities also help us anticipate technological changes and the requirements
in component features for next-generation gas delivery systems and other critical subsystems.
Competition
The market for our products is very competitive. When we compete for new business, we face competition from other suppliers of gas or
chemical delivery subsystems, and in some cases with the internal manufacturing groups of OEMs. While many OEMs have outsourced the
design and manufacturing of their gas and chemical delivery systems, we would face additional competition if in the future these OEMs elected
to develop and build these systems internally.
The fluid delivery subsystem market is concentrated, and we face competition from Ultra Clean Technology, with additional competition from
other suppliers. The chemical delivery subsystem, weldments, and precision machining industries are fragmented, and we face competition from
numerous smaller suppliers. In addition, the market for tool refurbishment is fragmented, and we compete with many regional competitors. The
primary competitive factors we emphasize include:
•
customer relationships;
•
early engagement with customers;
•
large and experienced engineering staff;
•
design-to-delivery cycle times; and
•
flexible manufacturing capabilities.
We expect our competitors to continue to improve the performance of their current products and to introduce new products or new technologies
that could adversely affect sales of our current and future products. In addition, the limited number of potential customers in our industry further
intensifies competition. We anticipate that increased competitive pressures may cause intensified price-based competition and we may have to
reduce the prices of our products. In addition, we expect to face new competitors as we enter new markets.
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Intellectual Property
Our success depends, in part, upon our ability to develop, maintain, and protect our technology and products and to conduct our business
without infringing the proprietary rights of others. We continue to invest in securing intellectual property protection for our technology and
products and protect our technology by, among other things, filing patent applications. We also rely on a combination of trade secrets and
confidentiality provisions, and to a much lesser extent, copyrights and trademarks, to protect our proprietary rights. As of December 27, 2024, we
had 81 granted patents and 95 pending patent applications, of which 38 and 27, respectively, were filed in the U.S. The expiration dates of our
granted patents range from 2027 to 2042. While we consider our patents to be valuable assets, we do not believe the success of our business or
our overall operations are dependent upon any single patent or group of related patents. In addition, we do not believe that the loss or expiration
of any single patent or group of related patents would materially affect our business.
We develop intellectual property for our own use in our products, as well as for our customers. Intellectual property developed on behalf of our
customers is generally owned exclusively by those customers. In addition, we have agreed to indemnify certain of our customers against claims
of infringement of the intellectual property rights of others with respect to our products. Historically, we have not paid any claims under these
indemnification obligations, and we do not have any pending indemnification claims against us.
Human Capital Resources
As a global industry leader, we recognize that our success is driven by the talent, dedication, and well-being of our employees. We are
committed to being responsible corporate citizens, fostering a workplace that is safe, inclusive, and rewarding. Our employees are the
foundation of our company, and our core values of innovation, collaboration, honesty, operational excellence, and reliability define our culture,
shape our decisions, and guide our actions. We embrace diverse backgrounds and perspectives, fostering an environment that supports
continuous personal and professional growth. Below, we outline key initiatives that reflect our dedication to sound human capital management
practices.
Workforce
As of December 27, 2024, we employed approximately 1,820 full‑time employees and 560 contingent/temporary workers. Our workforce strategy
is designed to balance flexibility with stability, allowing us to adapt to evolving business needs and geographic demand.
Total Rewards
We are committed to attracting, engaging, and retaining top talent by offering competitive and equitable compensation and benefits. Our pay-for-
performance philosophy aims to ensure that employees are recognized and rewarded based on their contributions, while also upholding our
commitment to pay equity across gender, race, and ethnicity. Our compensation structure includes a mix of fixed and variable pay, tailored to
business and functional needs. For key leaders and high-potential employees, we provide equity-based long-term incentives aligned with our
strategic objectives. Our benefits portfolio includes locally competitive health and wellness programs, retirement savings plans with company
contributions, and a discounted employee stock purchase plan. We also invest in holistic well-being initiatives that support employees’ physical,
emotional, and financial health. In 2024, we continued our employee cash spot bonus and continuous improvement programs to recognize and
reward outstanding contributions.
Learning and Development
We believe in empowering our employees through continuous learning and career development. Our multi-faceted approach includes tuition
reimbursement, digital learning platforms, on-the-job training, and leadership development programs. We invest in preparing the next generation
of leaders. Our structured performance management framework, which is comprised of goal-setting, quarterly check-ins, and annual evaluations,
ensures ongoing growth and alignment with business objectives. In addition, we support employee resource groups that foster connection,
inclusion, and a sense of belonging.
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Health and Safety
Providing a safe and engaging work environment is a top priority. Our manufacturing sites implement a “Caught You Safe” program to reinforce a
culture of safety. We actively seek employee feedback through annual engagement surveys, skip-level meetings, and open communication
forums. Our professional human resources team ensures employees have access to guidance and support, including a confidential
whistleblower hotline for reporting concerns. In alignment with global regulatory standards, we implement best practices to safeguard the health
and well-being of our workforce and communities.
Through these initiatives, we remain committed to fostering a high-performing, inclusive, and resilient workforce that drives our company’s long-
term success.
Environmental, Health, and Safety Regulations
Our operations and facilities are subject to a variety of federal, state, and local regulatory requirements and laws, as well as foreign laws and
regulations. These laws and regulations include regulations related to employment, tax, product, anti-bribery, environmental, waste
management, and health and safety matters, including those relating to the release, use, storage, treatment, transportation, discharge, disposal,
and remediation of contaminants, hazardous substances, and wastes, as well as practices and procedures applicable to the construction and
operation of our facilities.
We believe that our business is operated in substantial compliance with applicable laws and regulations. In 2024, compliance with the
governmental regulations applicable to us, including environmental regulations, did not have a material effect on our capital expenditures,
earnings, or competitive position.
However, in the future we could incur substantial costs, including cleanup costs, fines or civil or criminal sanctions, or third-party property
damage, or personal injury claims, in the event of violations or liabilities under these laws and regulations, or non-compliance with the
environmental permits required at our facilities. Potentially significant expenditures could be required in order to comply with environmental laws
that may be adopted or imposed in the future. We are not aware of any threatened or pending environmental investigations, lawsuits, or claims
involving us, our operations, or our current or former facilities, nor do we expect to incur material capital expenditures related to compliance with
regulations during 2025.
Available Information
Our internet address is ichorsystems.com. We make a variety of information available, free of charge, at our Investor Relations website,
ir.ichorsystems.com. This information includes our Annual Reports on Form 10‑K, our Quarterly Reports on Form 10‑Q, our Current Reports on
Form 8‑K, and any amendments to those reports as soon as reasonably practicable after we electronically file those reports with or furnish them
to the SEC, as well as our Code of Business Ethics and Conduct and other governance documents.
The SEC maintains an internet site that contains reports, proxy and information statements, and other information regarding issuers that file
documents electronically with the SEC at sec.gov.
The contents of these websites, or the information connected to those websites, are not incorporated into this Annual Report on Form 10-K.
References to websites in this Annual Report on Form 10-K are provided as a convenience and do not constitute, and should not be viewed as,
incorporation by reference of the information contained on, or available through, the website.
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ITEM 1A. RISK FACTORS
There are many factors that affect our business and the results of operations, some of which are beyond our control. The following is a
description of some important factors that may cause the actual results of operations in future periods to differ materially from those currently
expected or desired.
Risk Factor Summary
The following is a summary of some important risk factors that could adversely affect our business, operations, and financial results.
Economic and Strategic Risks
•
Our business depends significantly on expenditures by manufacturers in the semiconductor capital equipment industry.
•
We rely on a very small number of OEM customers for a significant portion of our sales.
•
Our customers exert a significant amount of negotiating leverage over us.
•
The industries in which we participate are highly competitive and rapidly evolving.
•
We are exposed to risks associated with weakness in the global economy and geopolitical instability.
•
If we do not keep pace with developments in the industries we serve and with technological innovation generally, our products and
services may not be competitive.
•
We must design, develop, and introduce new products that are accepted by OEMs in order to retain our existing customers and obtain
new customers.
•
Acquisitions may present integration challenges, and the goodwill, indefinite-lived intangible assets, and other long-term assets recorded
in connection with such acquisitions may become impaired.
•
We are subject to fluctuations in foreign currency exchange rates.
Business and Operational Risks
•
The manufacturing of our products is highly complex.
•
Defects in our products could damage our reputation, decrease market acceptance of our products, and result in potentially costly
litigation.
•
We may incur unexpected warranty and performance guarantee claims.
•
Our dependence on a limited number of suppliers may harm our production output and increase our costs.
•
We may face supply chain disruptions, manufacturing interruptions or delays.
•
We are subject to order and shipment uncertainties.
•
Our customers generally require that they qualify our engineering, documentation, manufacturing and quality control procedures.
•
We may be subject to interruptions or failures in our information technology systems.
•
Certain of our customers require that we consult with them in connection with specified fundamental changes in our business.
•
Our business is largely dependent on the know-how of our employees, and we generally do not have an intellectual property position
that is protected by patents.
•
Our business will suffer if we are unable to attract, hire, integrate, and retain key personnel and other necessary employees, particularly
in the highly competitive technology labor market, or if we experience labor disruptions at our facilities.
•
The technology labor market is very competitive, and labor disruptions could materially adversely affect our business.
•
Our business is subject to the risks of catastrophic events.
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Legal and Regulatory Risks
•
Our business is subject to a variety of U.S. and international laws, rules, policies, and other obligations regarding privacy, data
protection, and other matters.
•
Third parties have claimed and may in the future claim we are infringing their intellectual property.
•
From time to time, we may become involved in other litigation and regulatory proceedings.
•
As a global company, we are subject to the risks of doing business internationally.
•
Changes in U.S. or international trade policy, tariffs, and import/export regulations may have a material adverse effect on our business.
•
We are subject to numerous environmental laws and regulations.
•
We previously identified material weaknesses in our internal control over financial reporting, and the failure to maintain an effective
system of internal controls and procedures may cause investors to lose confidence in our financial reporting.
•
Changes in tax laws, tax rates or tax assets and liabilities could materially adversely affect our financial condition and results of
operations.
Liquidity and Capital Resources Risks
•
We have a substantial amount of indebtedness and are subject to restrictive covenants.
•
We are subject to interest rate risk associated with variable rates on our outstanding indebtedness.
•
If one or more of our counterparty financial institutions default on their obligations to us or fail, we may incur significant losses.
Ordinary Share Ownership Risks
•
Our quarterly sales and operating results fluctuate significantly from period to period, and the price of our ordinary shares may fluctuate
substantially.
•
Our articles of association contain anti-takeover provisions that could adversely affect the rights of our shareholders.
•
The issuance of preferred shares could adversely affect holders of ordinary shares.
•
Our shareholders may face difficulties in protecting their interests under the laws of the Cayman Islands compared to the laws of the
U.S.
•
There can be no assurance that we will not be a passive foreign investment company for any taxable year.
•
If a U.S. person is treated as owning at least 10% of our shares, such person may be subject to adverse U.S. federal income tax
consequences.
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Economic and Strategic Risks
Our business depends significantly on expenditures by manufacturers in the semiconductor capital equipment industry, which, in
turn, is dependent upon the semiconductor device industry. When that industry experiences cyclical downturns, demand for our
products and services generally decreases, resulting in decreased sales. We may also be forced to reduce our prices during cyclical
downturns without being able to proportionally reduce costs.
Our business, financial condition and results of operations depend significantly on expenditures by manufacturers in the semiconductor capital
equipment industry. In turn, the semiconductor capital equipment industry depends upon the current and anticipated market demand for
semiconductor devices. The semiconductor device industry is subject to cyclical and volatile fluctuations in supply and demand and in the past
has experienced significant downturns, including in the fourth quarter of 2022, which often occur in connection with declines in general economic
conditions, and which have resulted in significant volatility in the semiconductor capital equipment industry and resulted in weakened customer
demand. The semiconductor device industry has also experienced recurring periods of over-supply of products that have had a severe negative
effect on the demand for capital equipment used to manufacture such products. Even as the industry recovers from periods of downturns,
inventory digestion at our customers and the relative spending levels within our primary served markets, in particular lower spending levels for
deposition and etch equipment, may result in decreased demand from our customers, such as in 2023 and early 2024. We anticipate that we will
continue to experience significant fluctuations in customer orders for our products and services as a result of such fluctuations and cycles, which
may have a material adverse effect on our business, financial condition and results of operations.
In addition, we must be able to appropriately align our cost structure with prevailing market conditions, effectively manage our supply chain and
motivate and retain employees, particularly during periods of decreasing demand for our products. We may be forced to reduce our prices during
periods of decreasing demand. During the fourth quarter of 2022, we initiated labor cost reduction initiatives to better align our resources with the
decreased demand environment, which continued through the second quarter of 2024. While we operate under a low fixed cost model, we may
not be able to proportionally reduce all of our costs if we are required to reduce our prices. The cyclical and volatile nature of the semiconductor
device industry and the absence of long-term fixed or minimum volume contracts make any effort to project a material reduction in future sales
volume difficult. If we overbuild inventory in a period of decreased demand, or we expand our operations and workforce too rapidly, or procure
excessive resources in anticipation of increased demand for our products, and that demand does not materialize at the pace at which we expect,
or declines, our operating results may be adversely affected as a result of underutilization of capacity, charges related to excess or obsolete
inventory, asset impairment or inventory write-downs, increased operating expenses or reduced margins. For example, in the fourth quarter of
2024, gross margin was impacted by costs related to our efforts to ramp headcount and other resources to address expected incremental
demand in early 2025, which were unable to be fully absorbed during the quarter. Further, any future capacity expansion by us or our
competitors could also lead to overcapacity and oversaturation in our target markets, which could lead to price erosion that could adversely
impact our operating results.
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We rely on a very small number of OEM customers for a significant portion of our sales. Any adverse change in our relationships with
these customers could materially adversely affect our business, financial condition and results of operations.
The semiconductor capital equipment industry is highly concentrated and has experienced significant consolidation in recent years. As a result, a
relatively small number of OEM customers have historically accounted for a significant portion of our sales, and we expect this trend to continue
for the foreseeable future. For 2024, two customers with individual sales over 10%, Lam Research and Applied Materials, accounted for a
combined 73% of total sales, and we expect that our sales will continue to be concentrated among a very small number of customers. We do not
have any long-term contracts that require customers to place orders with us in fixed or minimum volumes. Accordingly, the success of our
business depends on the success of our customers and those customers and other OEMs continuing to outsource the manufacturing of critical
subsystems and process solutions to us. Because of the small number of OEMs in the markets we serve, a number of which are already our
customers, it is difficult to replace lost sales resulting from the loss of, or the reduction, cancellation or delay in purchase orders by, any one of
these customers, whether due to a reduction in the amount of outsourcing they do, their giving orders to our competitors, an adverse change to
their business or financial condition, their acquisition by an OEM who is not a customer or with whom we do less business, or otherwise. We
have in the past lost business from customers for a number of these reasons. If we are unable to replace sales from customers who reduce the
volume of products and services they purchase from us or terminate their relationship with us entirely, such events could have a material
adverse impact on our business, financial condition and results of operations.
Our ability to lessen the adverse effect of any loss of, or reduction in sales to, an existing customer through the rapid addition of one or more
new customers is limited because onboarding a new customer is a time-consuming process as our customers generally require that they qualify
our engineering, documentation, manufacturing and quality control procedures. Consequently, the risk that our business, financial condition and
results of operations would be materially adversely affected by the loss of, or any reduction in orders by, any of our significant customers is
increased. Moreover, if we lost our existing status as a qualified supplier to any of our customers, such customer could cancel its orders from us
or otherwise terminate its relationship with us, which could have a material adverse effect on our business, financial condition and results of
operations.
Additionally, if one or more of the largest OEMs were to decide to single- or sole-source all or a significant portion of manufacturing and
assembly work to a single equipment manufacturer, such a development would heighten the risks discussed above.
Our customers exert a significant amount of negotiating leverage over us, which requires us to accept lower prices and gross margins
or take on increased liability risk in order to retain or expand our market share with them.
By virtue of our largest customers’ size and the significant portion of our sales that is derived from them, as well as the competitive landscape,
our customers exert significant influence and pricing pressure in the negotiation of our commercial arrangements and the conduct of our
business with them. Our customers often require price reductions and quality or delivery commitments as conditions to their purchasing from us,
which have, among other things, resulted in reduced gross margins in order for us to maintain or expand our market share. Our customers’
negotiating leverage also can result in customer arrangements that contain significant liability risk to us. For example, some of our customers
require that we provide them indemnification against certain liabilities in our arrangements with them, including claims of losses by their
customers caused by our products. Pursuant to certain of these arrangements, we indemnify, hold harmless, and agree to reimburse the
indemnified parties for losses suffered or incurred by the indemnified party for third party claims in connection with our breach of the agreement,
our negligence or willful misconduct in connection with the agreement, or any trade secret, copyright, patent or other intellectual property
infringement claim with respect to our products. Any increase in our customers’ negotiating leverage may expose us to increased liability risk in
our arrangements with them, which, if realized, may have a material adverse effect on our business, financial condition and results of operations.
In addition, new products often carry lower gross margins than existing products for several quarters following their introduction. If we are unable
to retain and expand our business with our customers on favorable terms, or if we are unable to achieve gross margins on new products that are
similar to or more favorable than the gross margins we have historically achieved, our business, financial condition and results of operations may
be materially adversely affected.
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The industries in which we participate are highly competitive and rapidly evolving, and if we are unable to compete effectively, our
business, financial condition and results of operations could be materially adversely affected.
We face intense competition from other suppliers of gas or chemical delivery subsystems, as well as the internal manufacturing groups of OEMs.
Increased competition has in the past resulted, and could in the future result, in price reductions, reduced gross margins or loss of market share,
any of which would materially adversely affect our business, financial condition and results of operations. We are subject to significant pricing
pressure as we attempt to maintain and increase market share with our existing customers. Our competitors may offer reduced prices or
introduce new products or services for the markets currently served by our products and services. These products may have better performance,
lower prices and achieve broader market acceptance than our products. OEMs also typically own the design rights to their products. Further, if
our competitors obtain proprietary rights to these designs such that we are unable to obtain the designs necessary to manufacture products for
our OEM customers, our business, financial condition and results of operations could be materially adversely affected.
Certain of our competitors may have or may develop greater financial, technical, manufacturing and marketing resources than we do. As a result,
they may be able to respond more quickly to new or emerging technologies and changes in customer requirements, devote greater resources to
the development, promotion, sale and support of their products and services, and reduce prices to increase market share. In addition to organic
growth by our competitors, there may be merger and acquisition activity among our competitors and potential competitors that may provide our
competitors and potential competitors with an advantage over us by enabling them to expand their product offerings and service capabilities to
meet a broader range of customer needs. The introduction of new technologies and new market entrants may also increase competitive
pressures.
Additionally, from time to time, governments around the world may provide incentives or make other investments that could benefit and give
competitive advantages to our competitors. For example, in August 2022, the U.S. government enacted the CHIPS and Science Act of 2022 to
provide financial incentives to the U.S. semiconductor industry. Government incentives, including any that may be offered in connection with the
CHIPS Act, may not be available to us on acceptable terms or at all and to the extent that the current administration modifies or repeals the
CHIPS Act the availability of any such incentives may be even less certain. If our competitors can benefit from such government incentives and
we cannot, it could strengthen our competitors’ relative position and have a material adverse effect on our business.
We are exposed to risks associated with weakness in the global economy and geopolitical instability.
Continuing uncertainty regarding the global economy and geopolitical instability continues to pose challenges to our business. Geopolitical
instability, including the conflict between Russia and Ukraine, the conflict in the Middle East, actual and potential shifts in U.S. (including as a
result of the 2024 U.S. presidential and congressional elections) and foreign trade, economic and other policies, and rising trade tensions
between the U.S. and China, as well as other global events, have significantly increased macroeconomic uncertainty at a global level. The
current macroeconomic environment is characterized by high inflation, supply chain challenges, shortages of skilled labor and higher labor costs,
high interest rates, foreign currency exchange volatility, volatility in the global capital markets, and uncertainty in debt markets, which
exacerbates negative trends in business and consumer spending and causes certain of our customers to push out, cancel or refrain from placing
orders for products or services, which may reduce sales, reduce our backlog, increase our inventory and materially adversely affect our
business, financial condition and results of operations. While inflation has slowed from its peak in 2022 and the U.S. Federal Reserve decreased
the federal funds rate in 2024, the rate continues to be elevated and there can be no assurances that the rate will continue to decrease or that it
will not be increased in 2025 or beyond. Further, difficulties in obtaining capital, uncertain market conditions or reduced profitability may also
cause some customers to scale back operations, exit businesses, merge with other manufacturers, or file for bankruptcy protection and
potentially cease operations, leading to customers’ reduced research and development funding or capital expenditures and, in turn, lower orders
from our customers or additional slow moving or obsolete inventory or bad debt expense for us. These conditions may also similarly affect our
key suppliers, which could impair their ability to deliver parts and result in delays for our products or require us to procure products from higher-
cost suppliers, or if no additional suppliers exist, to reconfigure the design and manufacture of our products, and we may be unable to fulfill some
customer orders. Any of these conditions or events could have a material adverse effect on our business, financial condition and results of
operations.
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If we do not keep pace with developments in the industries we serve and with technological innovation generally, our products and
services may not be competitive.
Rapid technological innovation in the markets we serve requires us to anticipate and respond quickly to evolving customer requirements and
could render our current product offerings, services and technologies obsolete. In particular, the design and manufacturing of semiconductors is
constantly evolving and becoming more complex in order to achieve greater power, performance and efficiency with smaller devices. Capital
equipment manufacturers need to keep pace with these changes by refining their existing products and developing new products.
We believe that our future success will depend upon our ability to design, engineer and manufacture products that meet the changing needs of
our current and potential customers, including potentially through the incorporation or use of software or artificial intelligence technology, which
as a novel business model could expose us to new risks. This requires that we successfully anticipate and respond to technological changes in
design, engineering and manufacturing processes in a cost-effective and timely manner. If we are unable to integrate new technical
specifications into competitive product designs, develop the technical capabilities necessary to manufacture new products or make necessary
modifications or enhancements to existing products, our business, financial condition and results of operations could be materially adversely
affected.
The timely development of new or enhanced products is a complex and uncertain process which requires that we:
•
design innovative and performance-enhancing features that differentiate our products from those of our competitors;
•
identify emerging technological trends in the industries we serve, including new standards for our products;
•
accurately identify and design new products to meet market needs;
•
collaborate with OEMs to design and develop products on a timely and cost-effective basis;
•
ramp-up production of new products, especially new subsystems, in a timely manner and with acceptable yields;
•
manage our costs of product development and the costs of producing the products that we sell;
•
successfully manage development production cycles; and
•
respond quickly and effectively to technological changes or product announcements by others.
If we are unsuccessful in keeping pace with technological developments for the reasons above or other reasons, our business, financial
condition and results of operations could be materially adversely affected.
We must design, develop, and introduce new products that are accepted by OEMs in order to retain our existing customers and obtain
new customers.
While we continue to invest in research and development initiatives for new products, the introduction of new products is inherently risky
because it is difficult to foresee the adoption of new standards, coordinate our technical personnel and strategic relationships and win
acceptance of new products by OEMs. Further, we cannot ensure that we will be able to successfully introduce, market and cost-effectively
manufacture new products, or that we will be able to develop new or enhanced products and processes that satisfy customer needs. In addition,
new capital equipment typically has a lifespan of five to ten years, and OEMs frequently specify which systems, subsystems, components and
instruments are to be used in their equipment. Once a specific system, subsystem, component or instrument is incorporated into a piece of
capital equipment, it will often continue to be purchased for that piece of equipment on an exclusive basis for 18 to 24 months before the OEM
generates enough sales volume to consider adding alternative suppliers. Accordingly, it is important that our products are designed into the new
systems introduced by the OEMs. If any of the new products we develop are not launched or successful in the market, our business, financial
condition and results of operations could be materially adversely affected.
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Acquisitions may present integration challenges, and if the goodwill, indefinite-lived intangible assets, and other long-term assets
recorded in connection with such acquisitions become impaired, we would be required to record impairment charges, which may be
significant.
We have acquired strategic businesses in the past and if we find appropriate opportunities in the future, we may acquire businesses, products or
technologies that we believe are strategic. The process of integrating an acquired business, product or technology may produce unforeseen
operating difficulties and expenditures, fail to result in expected synergies or other benefits or absorb significant attention of our management
that would otherwise be available for the ongoing development of our business. Our ability to realize anticipated benefits of acquisitions and
other strategic initiatives may also be affected by the incurrence of additional indebtedness in connection with financing; regulatory challenges;
our ability to retain key employees and customers of the acquired company; our ability to successfully integrate personnel from the acquired
company; our ability to establish, integrate or combine operations and systems; or our ability to retain the customers of an acquired business. In
addition, we may record a portion of the assets we acquire as goodwill, other indefinite-lived intangible assets or finite-lived intangible assets.
We review goodwill for impairment on an annual basis or whenever events or changes in circumstances indicate that its carrying value may not
be recoverable. The recoverability of goodwill and indefinite-lived intangible assets is dependent on our ability to generate sufficient future
earnings and cash flows. Changes in estimates, circumstances or conditions, resulting from both internal and external factors, could have a
significant impact on our fair valuation determination, which could then have a material adverse effect on our business, financial condition and
results of operations.
We are subject to fluctuations in foreign currency exchange rates, which could cause operating results and reported financial results
to vary significantly from period to period.
The vast majority of our sales are denominated in U.S. dollars. Many of the costs and expenses associated with our Singapore, Malaysian,
Korean, U.K., Mexico and European Union operations are paid in Singapore dollars, Malaysian ringgit, Korean won, British pounds, Mexican
pesos or euros, respectively, and we expect our exposure to these currencies to increase as we increase our operations in those jurisdictions. As
a result, our risk exposure from transactions denominated in non-U.S. currencies is primarily related to the Singapore dollar, Malaysian ringgit,
Korean won, British pound, Mexican peso and euro. In addition, because the majority of our sales are denominated in the U.S. dollar, if one or
more of our competitors sells to our customers in a different currency than the U.S. dollar, we are subject to the risk that the competitors’
products will be relatively less expensive than our products due to exchange rate effects. We have not historically established transaction-based
hedging programs. Foreign currency exchange risks inherent in doing business in foreign countries could have a material adverse effect on our
business, financial condition and results of operations.
Business and Operational Risks
The manufacturing of our products is highly complex, and if we are not able to manage our manufacturing and procurement process
effectively, our business, financial condition and results of operations may be materially adversely affected.
The manufacturing of our products is a highly complex process that involves the integration of multiple components and requires effective
management of our supply chain while meeting our customers’ design-to-delivery cycle time requirements. Through the course of the
manufacturing process, our customers may modify design and system configurations in response to changes in their own customers’
requirements. In order to rapidly respond to these modifications and deliver our products to our customers in a timely manner, we must
effectively manage our manufacturing and procurement process. If we fail to manage this process effectively, we risk losing customers and
damaging our reputation. We may also be subject to liability under our agreements with our customers if we or our suppliers fail to re-configure
manufacturing processes or components in response to these modifications. In addition, the acquisition of inventory in excess of demand, or that
does not meet customer specifications, causes us to incur excess or obsolete inventory charges. We have from time to time experienced
bottlenecks and production difficulties that have caused delivery delays and quality control problems. These risks are even greater as we seek to
expand our business into new subsystems. In addition, certain of our suppliers have been, and may in the future be, forced out of business as a
result of the economic environment. In such cases, we may be required to procure products from higher-cost suppliers or, if no additional
suppliers exist, reconfigure the design and manufacture of our products. This could materially limit our growth, adversely impact our ability to win
future business and have a material adverse effect on our business, financial condition and results of operations.
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Defects in our products could damage our reputation, decrease market acceptance of our products, and result in potentially costly
litigation.
A number of factors, including design flaws, material and component failures, contamination in the manufacturing environment, impurities in the
materials used and unknown sensitivities to process conditions, such as temperature and humidity, as well as equipment failures, may cause our
products to contain undetected errors or defects. Errors, defects or other problems with our products may:
•
cause delays in product introductions and shipments;
•
result in increased costs and diversion of development resources;
•
cause us to incur increased charges due to unusable inventory;
•
require design modifications;
•
result in liability for the unintended release of hazardous materials;
•
result in product warranty liability;
•
create claims for rework, replacement or damages under our contracts with customers, as well as indemnification claims from
customers;
•
decrease market acceptance of, or customer satisfaction with, our products, which could result in decreased sales and increased
product returns;
•
result in the loss of existing customers or impair our ability to attract new customers; or
•
result in lower yields for semiconductor manufacturers.
If any of our products contain defects or have reliability, quality or compatibility problems, our reputation may be damaged and customers may
be reluctant to buy our products. We may also face a higher rate of product defects as we increase our production levels in periods of significant
growth. In addition, we may not find defects or failures in our products until after they are installed in a manufacturer’s fabrication facility. We may
have to invest significant capital and other resources to correct these problems. Our customers also might seek to recover from us any losses
resulting from defects or failures in our products. In addition, hazardous materials flow through and are controlled by certain of our products and
an unintended release of these materials could result in serious injury or death. Liability claims could require us to spend significant time and
money in litigation or pay significant damages.
We may incur unexpected warranty and performance guarantee claims that could materially adversely affect our business, financial
condition and results of operations.
In connection with our products and services, we provide various product warranties, performance guarantees and indemnification rights.
Warranty or other performance guarantee or indemnification claims against us could cause us to incur significant expense to repair or replace
defective products or indemnify the affected customer for losses. In addition, quality issues have various other ramifications, including delays in
the recognition of sales, loss of sales, loss of future sales opportunities, increased costs associated with repairing or replacing products, and a
negative impact on our reputation, all of which could materially adversely affect our business, financial condition and results of operations.
Our dependence on a limited number of suppliers may harm our production output and increase our costs, and may prevent us from
delivering acceptable products on a timely basis.
Our ability to meet our customers’ demand for our products depends upon obtaining adequate supplies of quality components and other raw
materials on a timely basis. In addition, our customers often specify components from particular suppliers that we must incorporate into our
products. We also use consignment and just-in-time stocking programs, which means we carry very little inventory of components or other raw
materials, and we rely on our suppliers to deliver necessary components and raw materials in a timely manner. However, our suppliers are under
no obligation to continue to provide us with components or other raw materials. As a result, the loss of or failure to perform by any of our key
suppliers could materially adversely affect our ability to deliver products on a timely basis. In addition, if a supplier is unable to provide the
volume of components we require on a timely basis and at acceptable prices and quality, we would have to identify and qualify replacements
from alternative sources of supply, and the process of qualifying new suppliers for complex components is lengthy and could delay our
production. We may also experience difficulty in obtaining sufficient supplies of components and raw materials in times of significant growth in
our business. If we are unable to procure sufficient quantities of components or raw materials from suppliers, our customers may elect to delay
or cancel existing orders or not place future orders, which could have a material adverse effect on our business, financial condition and results of
operations.
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Supply chain disruptions, manufacturing interruptions or delays, or the failure to accurately forecast customer demand could affect
our ability to meet customer demand, lead to higher costs, or result in excess or obsolete inventory.
Our business depends on our timely supply of equipment, services and related products to meet the changing requirements of our customers,
which depends in part on the timely delivery of parts, materials and services from suppliers and contract manufacturers. Shortages of parts,
materials and services needed to manufacture our products, as well as delays in and unpredictability of shipments due to transportation
interruptions, have adversely impacted, and may continue to adversely impact, our manufacturing operations and our ability to meet customer
demand. Ongoing supply chain constraints may continue to increase costs of logistics and parts for our products and may cause us to pass on
increased costs to our customers, which may lead to reduced demand for our products and materially and adversely impact our operating
results. Supply chain disruptions have caused and may continue to cause delays in our equipment production and delivery schedules, which
could have an adverse impact on our operating and financial results.
We may experience supply chain disruptions, significant interruptions of our manufacturing operations, delays in our ability to deliver or install
products or services, increased costs, customer order cancellations or reduced demand for our products as a result of:
•
global trade issues and changes in and uncertainties with respect to trade and export regulations, trade policies and sanctions, tariffs
(including uncertainty around increased, new, or retaliatory tariffs and trade restrictions resulting from the current presidential
administration), international trade disputes and new and unchanging regulations for exports of certain technologies to China, where a
portion of our supply chain is located, and any retaliatory measures, that adversely impact us or our suppliers;
•
the failure or inability to accurately forecast demand and obtain quality parts on a cost-effective basis;
•
volatility in the availability and cost of parts, commodities, energy and shipping related to our products, including increased costs due to
high inflation or interest rates or other market conditions;
•
difficulties or delays in obtaining required import or export licenses and approvals;
•
shipment delays due to transportation interruptions or capacity constraints;
•
a worldwide shortage of manufacturing components as a result of sharp increases in demand for semiconductor products in general;
•
cybersecurity incidents or information technology or infrastructure failures, including those of a third-party supplier or service provider;
and
•
natural disasters, the impacts of climate change or other events beyond our control (such as earthquakes, utility interruptions, tsunamis,
hurricanes, typhoons, floods, storms or extreme weather conditions, fires, regional economic downturns, regional or global health
epidemics, geopolitical turmoil, increased trade restrictions between the U.S. and China and other countries, social unrest, political
instability, terrorism or acts of war) in locations where we or our customers or suppliers have manufacturing, research, engineering, or
other operations.
If we need to rapidly increase our business and manufacturing capacity to meet increases in demand or expedited shipment schedules, this may
strain our manufacturing and supply chain operations and negatively impact our working capital.
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We are subject to order and shipment uncertainties, and any significant reductions, cancellations or delays in customer orders could
have a material adverse effect on our business, financial condition and results of operations.
Our sales are difficult to forecast because we generally do not have a material backlog of unfilled orders and because of the short timeframe
within which we are often required to manufacture and deliver products to our customers. Most of our sales for a particular quarter depend on
customer orders placed during that quarter or shortly before it commences. Our contracts generally do not require our customers to commit to
minimum purchase volumes. While most of our customers provide periodic rolling forecasts for product orders, those forecasts do not become
binding until a formal purchase order is submitted, which generally occurs only a short time prior to shipment. As a result of the foregoing and the
cyclicality and volatility of the industries we serve, it is difficult to predict future orders with precision and we may incur unexpected or additional
costs to align our business operations with changes in demand. Occasionally, we order component inventory and build products in advance of
the receipt of actual customer orders. Customers may cancel order forecasts, change production quantities from forecasted volumes, change
product specifications or delay production for reasons beyond our control. Furthermore, reductions, cancellations or delays in customer order
forecasts may occur from time to time without penalty to, or compensation from, the customer. Reductions, cancellations or delays in forecasted
orders could cause us to hold inventory longer than anticipated, which could reduce our gross profit, restrict our ability to fund our operations,
and result in unanticipated reductions or delays in sales. If we do not obtain orders as we anticipate, we could have excess components for a
specific product or finished goods inventory that we would not be able to sell to another customer, likely resulting in inventory write-offs or selling
inventory at lower margins, which could have a material adverse effect on our business, financial condition and results of operations.
We may be subject to interruptions or failures in our information technology systems.
We rely on our information technology systems to process transactions, summarize our operating results and manage our business. Our
information technology systems are subject to damage or interruption from power outages, computer and telecommunications failures, computer
viruses, cyber-attack or other security breaches, catastrophic events, such as fires, floods, earthquakes, tornadoes, hurricanes, severe weather,
acts of war or terrorism, and usage errors by our employees. If our information technology systems are damaged or cease to function properly,
we may have to make a significant investment to fix or replace them, and we may suffer loss of critical data and interruptions or delays in our
operations.
We may be the target of attempted cyber-attacks, computer viruses, malicious code, phishing attacks, denial of service attacks and other
information security threats. In addition, to the extent artificial intelligence capabilities improve and are increasingly adopted, they may be used to
identify vulnerabilities and to implement increasingly sophisticated cyber-attacks. To date, cyber-attacks have not had a material impact on our
financial condition, results or business; however, our efforts to maintain the security and integrity of our information technology systems may not
be effective and security breaches or disruptions could result in material financial or other losses in the future, especially if we are not able to
predict the probability and the severity of these attacks. Our risk and exposure to these matters remains heightened because of, among other
things, the evolving nature of these threats, the current global economic and political environment, our prominent size and scale, the outsourcing
of some of our business operations to foreign jurisdictions, the ongoing shortage of qualified cyber-security professionals, and the
interconnectivity and interdependence of third parties to our systems. The occurrence of a cyber-attack, breach, unauthorized access, misuse,
computer virus or other malicious code or other cyber-security event could jeopardize or result in the unauthorized disclosure, gathering,
monitoring, misuse, corruption, loss or destruction of confidential and other information that belongs to us, our customers, our counterparties,
third-party service providers or borrowers that is processed and stored in, and transmitted through, our computer systems and networks. The
occurrence of such an event could also result in damage to our software, computers or systems, or otherwise cause interruptions or
malfunctions in our, our customers’, our counterparties’ or third parties’ operations. This could result in significant losses, loss of customers and
business opportunities, reputational damage, litigation, regulatory fines, penalties or intervention, reimbursement or other compensatory costs, or
otherwise materially adversely affect our business, financial condition or results of operations. While we have purchased cyber-security
insurance, there can be no assurance that the coverage will be sufficient to cover all financial losses. Moreover, as cyber-security events
increase in frequency and magnitude, we may be unable to obtain cyber-security insurance in amounts and on terms we view as appropriate for
our operations.
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The reliability and capacity of our information technology systems is critical to our operations and the implementation of our growth initiatives.
Any material disruption in our information technology systems, or delays or difficulties in implementing or integrating new systems or enhancing
current systems, could have a material adverse effect on our business, financial condition, and results of operations.
Certain of our customers require that we consult with them in connection with specified fundamental changes in our business and
that we address any concerns or requests such customer may have in connection with a fundamental change.
Certain of our key customers require that we consult with them in connection with specified fundamental changes in our business, including,
among other things:
•
entering into any new line of business;
•
amending or modifying our organizational documents;
•
selling all or substantially all of our assets, or merging or amalgamating with a third party;
•
incurring borrowings in excess of a specific amount;
•
making senior management changes; and
•
entering into any joint venture arrangement.
These customers do not have contractual approval or veto rights with respect to any fundamental changes in our business. However, our failure
to consult with such customers or to satisfactorily respond to their requests in connection with any such fundamental change could potentially
constitute a breach of contract or otherwise be detrimental to our relationships with such customers, which could have a material adverse effect
on our business, financial condition and results of operations.
Our business is largely dependent on the know-how of our employees, and we generally do not have an intellectual property position
that is protected by patents.
We believe that the success of our business depends in part on our proprietary technology, information, processes and know-how and on our
ability to operate without infringing on the proprietary rights of third parties. We rely on a combination of trade secrets and contractual
confidentiality provisions and, to a much lesser extent, patents, copyrights and trademarks to protect our proprietary rights. Accordingly, our
intellectual property position is more vulnerable than it would be if it were protected primarily by patents. We cannot ensure that we have
adequately protected or will be able to adequately protect our technology, that our competitors will not be able to utilize our existing technology
or develop similar technology independently, that the claims allowed with respect to any patents held by us will be broad enough to protect our
technology or that foreign intellectual property laws will adequately protect our intellectual property rights. If we fail to protect our proprietary
rights successfully, our competitive position could suffer. Any future litigation to enforce patents issued to us, to protect trade secrets or know-
how possessed by us or to defend ourselves or to indemnify others against claimed infringement of the intellectual property rights of others could
have a material adverse effect on our business, financial condition and results of operations.
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Our business will suffer if we are unable to attract, hire, integrate and retain key personnel and other necessary employees,
particularly in the highly competitive technology labor market, or if we experience labor disruptions at our facilities.
Our business will suffer if we are unable to attract, employ and retain highly skilled personnel as our future success depends in part on the
continued service of our key executive officers, as well as our research, engineering, sales and manufacturing personnel, most of whom are not
subject to employment or non-competition agreements. Competition for qualified personnel in the technology industry is particularly intense, and
we operate in geographic locations in which labor markets are competitive. Our management team has significant industry experience,
substantial institutional knowledge of our business and operations and deep customer relationships, and therefore would be difficult to replace.
In addition, our business is dependent to a significant degree on the expertise and relationships which only a limited number of engineers
possess. Many of these engineers often work at our customers’ sites and serve as an extension of our customers’ product design teams. The
loss of any of our key executive officers or key engineers and other personnel, including our engineers working at our customers’ sites, or the
failure to attract additional personnel as needed, could have a material adverse effect on our business, financial condition and results of
operations and could lead to higher labor costs, the use of less-qualified personnel and the loss of customers. We initiated labor cost reduction
initiatives in the fourth quarter of 2022, continuing through the second quarter of 2024, which may adversely affect us as a result of decreased
employee morale, the loss of institutional knowledge held by departing employees and the allocation of resources to reorganize and reassign job
roles and responsibilities. Furthermore, we do not maintain key person life insurance with respect to any of our employees. In addition, if any of
our key executive officers or other key employees were to join a competitor or form a competing company, we could lose customers, suppliers,
know-how and key personnel.
As of December 27, 2024, we had approximately 1,820 full time employees and 560 contract or temporary workers worldwide. None of our
employees are unionized, but in various countries, local law requires our participation in works councils. While we have not experienced any
material work stoppages at any of our facilities, any stoppage or slowdown could cause material interruptions in manufacturing, and we cannot
ensure that alternate qualified personnel would be available on a timely basis, or at all. As a result, labor disruptions at any of our facilities could
materially adversely affect our business, financial condition and results of operations.
Our business is subject to the risks of severe weather, earthquakes, fire, power outages, floods, and other catastrophic events,
including weather events resulting from climate change, and to interruption by man-made disruptions, such as terrorism.
Our facilities could be subject to a catastrophic loss caused by natural disasters, including severe weather, fires, earthquakes or other events,
including a terrorist attack, a pandemic, epidemic or outbreak of a disease. Increasing concentrations of greenhouse gasses in the Earth’s
atmosphere and climate change may produce significant physical effects on weather conditions, such as increased frequency and severity of
droughts, storms, floods, extreme temperatures, and other climatic events. While we maintain disaster recovery plans, they might not adequately
protect us. These events, including terrorist attacks, pandemics, epidemics or outbreaks of a disease, hurricanes, fires, floods and ice and snow
storms, could result in damage to and closure of our or our customers’ facilities or the infrastructure on which such facilities rely. Additionally, it
could delay production and shipments, reduce sales, result in large expenses to repair or replace the facility, and we may experience extended
power outages at our facilities. Disruption in supply resulting from natural disasters or other causalities or catastrophic events may result in
certain of our suppliers being unable to deliver sufficient quantities of components or raw materials at all or in a timely manner, which could
cause disruptions in our operations or disruptions in our customers’ operations. Although we carry business interruption insurance policies and
typically have provisions in our contracts that protect us in certain events, our coverage might not be adequate to compensate us for all losses
that may occur. To the extent that natural disasters or other calamities or causalities should result in delays or cancellations of customer orders,
or the delay in the manufacture or shipment of our products, our business, financial condition and results of operations would be materially
adversely affected.
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Legal and Regulatory Risks
Our business is subject to a variety of U.S. and international laws, rules, policies, and other obligations regarding privacy, data
protection, and other matters.
We are subject to federal, state, and international laws relating to the collection, use, retention, security, and transfer of customer, employee, and
business partner personally identifiable information, including the European Union’s General Data Protection Regulation (“GDPR”), the California
Consumer Privacy Act (“CCPA”) and similar effective or proposed state legislation in the U.S. In many cases, these laws apply not only to third-
party transactions, but also to transfers of information between one company and its subsidiaries, and among the subsidiaries and other parties
with which we have commercial relations. The introduction of new products or expansion of our activities in certain jurisdictions may subject us to
additional laws and regulations. Foreign data protection, privacy, and other laws and regulations, including GDPR, can be more restrictive than
those in the U.S. These U.S. federal and state and foreign laws and regulations, including GDPR, which can be enforced by private parties or
government entities, are constantly evolving and can be subject to significant change. In addition, the application and interpretation of these laws
and regulations, including GDPR, are often uncertain, particularly in the new and rapidly evolving industry in which we operate, and may be
interpreted and applied inconsistently from country to country and inconsistently with our current policies and practices. These existing and
proposed laws and regulations can be costly to comply with and can delay or impede the development of new products, result in negative
publicity, increase our operating costs, require significant management time and attention, and subject us to inquiries or investigations, claims or
other remedies, including fines, which may be significant, or demands that we modify or cease existing business practices.
A failure by us, our suppliers, or other parties with whom we do business to comply with posted privacy policies or with other federal, state, or
international privacy-related or data protection laws and regulations, including GDPR and CCPA, could result in proceedings against us by
governmental entities or others, which could have a material adverse effect on our business, results of operations, and financial condition.
Third parties have claimed and may in the future claim we are infringing their intellectual property, which could subject us to litigation
or licensing expenses, and we may be prevented from selling our products if any such claims prove successful.
We have received claims, and may in the future, that our products, processes or technologies infringe the patents or other proprietary rights of
third parties. Any litigation regarding our patents or other intellectual property could be costly and time-consuming and divert our management
and key personnel from our business operations, any of which could have a material adverse effect on our business, financial condition and
results of operations. The complexity of the technology involved in our products, the uncertainty of intellectual property litigation, and the
uncertainty of the intellectual property rights of others that may be applicable to our products increase these risks. Claims of intellectual property
infringement may also require us to enter into costly license agreements which we may not be able to obtain on terms acceptable to us, or at all.
We also may be subject to significant damages or injunctions against the development, manufacture and sale of certain of our products if any
such claims prove successful. We rely on design specifications and other intellectual property of our customers in the manufacture of products
for such customers. While our customer agreements generally provide for indemnification of us by a customer if we are subjected to litigation for
third-party claims of infringement of such customer’s intellectual property, such indemnification provisions may not be sufficient to fully protect us
from such claims, or our customers may breach such indemnification obligations to us, which could result in costly litigation to defend against
such claims or enforce our contractual rights to such indemnification.
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From time to time, we may become involved in other litigation and regulatory proceedings, which could require significant attention
from our management and result in significant expense to us and disruptions in our business.
We may in the future be named as a defendant from time to time in other lawsuits and regulatory actions relating to our business, such as
commercial contract claims, employment claims and tax examinations, some of which may claim significant damages or cause us reputational
harm. Due to the inherent uncertainties of litigation and regulatory proceedings, we cannot predict the ultimate outcome of any such proceeding.
An unfavorable outcome could have a material adverse effect on our business, financial condition and results of operations or limit our ability to
engage in certain of our business activities. In addition, regardless of the outcome of any litigation or regulatory proceeding, such proceedings
are often expensive, time-consuming and disruptive to normal business operations and require significant attention from our management. As a
result, any such lawsuits or proceedings could materially adversely affect our business, financial condition and results of operations.
As a global company, we are subject to the risks of doing business internationally, including periodic foreign economic downturns
and political instability, which may adversely affect our sales and cost of doing business in those regions of the world.
Foreign economic downturns have adversely affected our business and results of operations in the past and could adversely affect our business
and results of operations in the future. In addition, other factors relating to the operation of our business outside of the U.S. may have a material
adverse effect on our business, financial condition and results of operations in the future, including:
•
the imposition of governmental controls or changes in government regulations, including tax regulations;
•
difficulties in enforcing our intellectual property rights;
•
difficulties in developing relationships with local suppliers;
•
difficulties in attracting new international customers;
•
difficulties in complying with foreign and international laws and treaties;
•
restrictions on the export of technology, including those based on positions taken by governmental agencies regarding possible national,
commercial or security issues posed by the development, sale or export of certain products and technologies;
•
compliance with U.S. and international laws involving international operations, including the Foreign Corrupt Practices Act, export control
laws and export license requirements;
•
difficulties in achieving headcount reductions due to unionized labor and works councils;
•
restrictions on transfers of funds and assets between jurisdictions;
•
geopolitical instability;
•
change in currency controls; and
•
trade restrictions and changes in taxes and tariffs.
In the future, we may seek to expand our presence in certain foreign markets or enter emerging markets. Evaluating or entering an emerging
market may require considerable management time, as well as start-up expenses for market development before any significant sales and
earnings are generated. Operations in new foreign markets may achieve low margins or may be unprofitable, and expansion in existing markets
may be affected by local political, economic and market conditions. As we continue to operate our business globally, our success will depend, in
part, on our ability to anticipate and effectively manage these and the other risks noted above. The impact of any one or more of these factors
could materially adversely affect our business, financial condition and results of operations.
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Changes in U.S. or international trade policy, tariffs, and import/export regulations may have a material adverse effect on our
business, financial condition and results of operations.
Our international operations and transactions depend upon favorable trade relations between the U.S. and the foreign countries in which our
customers and suppliers have operations. Changes in U.S. or international social, political, regulatory and economic conditions or in laws and
policies governing foreign trade, manufacturing, development and investment in the territories or countries where we currently sell our products
or conduct our business, as well as any negative sentiment toward the U.S. as a result of such changes, could adversely affect our business.
Legislators in the U.S. may institute or propose changes to trade policies that include the negotiation or termination of trade agreements, the
imposition of higher tariffs on imports into the U.S., economic sanctions on individuals, corporations or countries, and other government
regulations affecting trade between the U.S. and other countries where we conduct our business. It may be time-consuming and expensive for
us to alter our business operations in order to adapt to or comply with any such changes, and we may face competition from companies that
exist in a more favorable legal or regulatory environment than we do who are able to sell products for certain applications to certain customers
that we are prohibited from selling to under applicable export controls.
As a result of recent trade policy changes in the U.S., there may be greater restrictions and economic disincentives on international trade and a
resulting impact on our operations, sales and financial condition. For example, the Bureau of Industry and Security (“BIS") has issued multiple
rules in the last several years (the "BIS Rules"), most recently on December 2, 2024, that restrict the export of advanced computing and
semiconductor manufacturing items when provided for use in certain semiconductor manufacturing activities in China, which have impacted and
may continue to impact our sales and operations. We have had some delays in export activity as we analyze available emergency authorizations
and assess the new licensing requirements for our business. While we have applied and received licenses from the BIS for our products, we
recognize that the BIS could revise or expand the BIS Rules in response to public comments and the BIS may issue guidance clarifying the
scope of the BIS Rules. Such revisions, expansions or guidance could change the impact of the BIS Rules on our business and require us to
apply for additional licenses. If the BIS denies our license applications or there are delays in issuing licenses, we may have to cease or delay
exports, which would cause a reduction in revenue. Furthermore, to the extent any of our customers or counterparties are designated on the
Entity List or Unverified List maintained by the BIS, to which BIS may continue to add customers, we could suffer additional disruptions to sales
and operations.
More broadly, if customers do not view us as a reliable supplier because we cannot obtain the necessary licenses, we may lose business
opportunities to competitors. In particular, competitors outside the U.S. whose products are not subject to the BIS Rules may replace us if we
cannot obtain licenses in a timely manner. In the longer term, if our supply is less reliable due to the BIS Rules, Chinese entities that currently
purchase our products may begin to develop their own products instead. China's investments in technology development and manufacturing
capability in support of its stated policy of reducing its dependence on foreign semiconductor manufacturers and other technology companies
has likely already resulted, and we expect will continue to result, in reduced demand for our products in China and other key markets as well as
reduced supply of critical materials for our products. To the extent that the BIS or other relevant regulators impose additional export restrictions
that apply to our business, it will have an adverse impact on our revenues and operations as well.
In addition, geopolitical changes in China-Taiwan relations could disrupt the operations of companies in China or Taiwan that are suppliers to, or
third-party partners of, the Company, our customers and our customers’ other suppliers. Disruption of certain critical operations in China or
Taiwan would adversely affect our ability to manufacture certain products and would likely have substantial negative effects on the entire
semiconductor industry.
Tariffs and other changes in U.S. trade policy could trigger retaliatory actions by affected countries, and certain foreign governments have
instituted or are considering imposing trade sanctions on certain U.S. goods. For example, further U.S. government escalation of restrictions
related to China and increased restrictions on Chinese exports, such as those tariffs contemplated by the current U.S. administration on goods
originating from China, may lead to regulatory retaliation by the Chinese government and possibly further escalate geopolitical tensions, and any
such scenarios may adversely impact our business. Such changes have the potential to adversely impact the U.S. economy or certain sectors
thereof, our industry and the global demand for our products. We may not succeed in developing and implementing policies and strategies to
counter the foregoing factors effectively in each location where we do business and the foregoing factors may cause a reduction in our sales,
profitability or cash flows, or cause an increase in our liabilities.
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We are subject to numerous environmental laws and regulations, including laws and regulations addressing climate change, which
could require us to incur environmental liabilities, increase our manufacturing and related compliance costs or otherwise adversely
affect our business.
We are subject to a variety of federal, state, local and foreign laws and regulations governing the protection of the environment or addressing
climate change. These environmental laws and regulations include those relating to the use, storage, handling, discharge, emission, disposal
and reporting of toxic, volatile or otherwise hazardous materials (such as regulations imposed on the use or sale of PFAS or PFAS-containing
products) used in our manufacturing processes. These materials may have been or could be released into the environment at properties
currently or previously owned or operated by us, at other locations during the transport of materials or at properties to which we send substances
for treatment or disposal. In addition, we may not be aware of all environmental laws or regulations that could subject us to liability in the U.S. or
internationally. If we were to violate or become liable under environmental laws and regulations or become non-compliant with permits required
at some of our facilities, we could be held financially responsible and incur substantial costs, including cleanup costs, fines and civil or criminal
sanctions, third-party property damage or personal injury claims. We could also be required to alter or discontinue our product design,
manufacturing and operations in certain jurisdictions and incur substantial expense in order to comply. In addition, our operations may be
interrupted or restricted by the phase-out or ban of certain substances, materials or processes, which may impact the sourcing, supply and
pricing of materials used in manufacturing our products.
Concern over climate change may continue to result in new or increased legal and regulatory requirements to reduce or mitigate the effects of
climate change. Increased costs of energy or compliance with emissions standards due to legal or regulatory requirements related to climate
change may cause disruptions in or increased costs associated with manufacturing our products.
We previously identified material weaknesses in our internal control over financial reporting, and if we fail to maintain an effective
system of internal controls, disclosure controls, and procedures, we may not be able to accurately report our financial results, prevent
fraud, or file our periodic reports in a timely manner, which may cause investors to lose confidence in our reported financial
information and may lead to a decline in our share price.
As a publicly traded company, we are required to comply with the SEC’s rules implementing Section 302 and 404 of the Sarbanes‑Oxley Act,
which require management to certify financial and other information in our quarterly and annual reports and to provide an annual management
report on the effectiveness of controls over financial reporting. Our independent registered public accounting firm is required to attest to the
effectiveness of
our internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act. In 2021, we identified material weaknesses related
to ineffective information technology general controls in the areas of user access and program change management over certain information
technology systems that support our financial reporting processes. Such weaknesses have since been remediated. However, we cannot assure
that the measures we have taken will be sufficient to avoid additional material weaknesses in future periods and that we will not identify other
material weaknesses in the future. If we are unable to maintain effective internal control over financial reporting or disclosure controls and
procedures, our ability to record, process, and report financial information accurately and to prepare financial statements within required time
periods could be adversely affected, which could subject us to litigation, investigations, or penalties; negatively affect our liquidity, our access to
capital markets, perceptions of our creditworthiness, our ability to complete acquisitions, our ability to maintain compliance with covenants under
our debt instruments or derivative arrangements regarding the timely filing of periodic reports, or investor confidence in our financial reporting,
any of which may divert management resources or cause our stock price to decline.
Changes in tax laws, tax rates or tax assets and liabilities could materially adversely affect our financial condition and results of
operations.
As a global company, we are subject to taxation in the U.S. and various other countries. Significant judgment is required to determine and
estimate worldwide tax liabilities. Our future annual and quarterly tax rates could be affected by numerous factors, including changes in
applicable tax laws, the amount and composition of pre-tax income in countries with differing tax rates or valuation of our deferred tax assets and
liabilities. We have significant operations in the U.S. and our holding company structure includes entities organized in the Cayman Islands,
Netherlands, Singapore and Scotland. As a result, changes in applicable tax laws in these jurisdictions could have a material adverse effect on
our financial condition and results of operations.
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We are also subject to regular examination by the Internal Revenue Service and other tax authorities, and from time to time we initiate
amendments to previously filed tax returns. We regularly assess the likelihood of favorable or unfavorable outcomes resulting from these
examinations and amendments to determine the adequacy of our provision for income taxes, which requires estimates and judgments. Although
we believe our tax estimates are reasonable, we cannot ensure that the tax authorities will agree with such estimates. We may have to engage
in litigation to achieve the results reflected in the estimates, which may be time-consuming and expensive. We cannot ensure that we will be
successful or that any final determination will not be materially different from the treatment reflected in our historical income tax provisions and
accruals, which could materially and adversely affect our financial condition and results of operations.
The U.S. enacted the Inflation Reduction Act of 2022 (“IRA”) in August 2022, which, among other provisions, creates a new corporate alternative
minimum tax ("CAMT") of at least 15% for certain large corporations that have at least an average of $1 billion in adjusted financial statement
income over a consecutive three-year period effective in tax years beginning after December 31, 2022. The IRA also includes a 1% excise tax on
new corporate stock repurchases beginning in 2023. We do not expect to meet the CAMT threshold in the near term nor expect the IRA to have
a material impact on our financial statements. On January 21, 2025, U.S. President Trump signed an executive order to immediately pause the
disbursement of funds appropriated under the IRA. The pause applies to specific programs or activities related to climate change mitigation.
While this executive order is not expected to materially adversely affect our operations, there can be no assurance that our customers,
counterparties and suppliers will not be negatively impacted. In addition, it is possible that the U.S. Congress could advance other tax legislation
proposals in the future that could have a material impact on our financial statements.
In October 2021, the Organization for Economic Co-operation and Development (“OECD”) issued model rules for a new global minimum tax
framework, commonly referred to as “Pillar Two,” which includes the introduction of a 15% global minimum tax. Certain jurisdictions in which we
operate have adopted rules locally consistent with the Pillar Two framework, including Singapore, a jurisdiction in which we earn significant profit
and were granted a tax holiday expiring in 2026. Additionally, prior decisions by tax authorities regarding corporate tax treatments and positions
could change, resulting in a change in tax policies or prior tax rulings. While we are still evaluating the impact of Pillar Two, these rules and/or
changes to prior tax treatments and positions may materially and adversely impact our provision for income taxes, net income, and cash flows.
Liquidity and Capital Resources Risks
We have a substantial amount of indebtedness, which could adversely affect us, including by decreasing our business flexibility. The
agreement that governs our indebtedness contains covenants that could impact our ability to perform certain transactions without
obtaining pre-approval from our lenders.
As of December 27, 2024, we had total principal outstanding of $129.4 million under our term loan facility and no outstanding balance under our
revolving credit facility (collectively “credit facilities”). We may incur additional indebtedness in the future. Our credit facilities contain certain
restrictive covenants and conditions, including limitations on our ability to, among other things:
•
incur additional indebtedness or contingent obligations;
•
create or incur liens, negative pledges or guarantees;
•
make investments;
•
make loans;
•
sell or otherwise dispose of assets;
•
merge, consolidate or sell substantially all of our assets;
•
make certain payments on indebtedness;
•
pay dividends on or make distributions in respect of capital stock or make certain other restricted payments or investments;
•
enter into certain agreements that restrict distributions from restricted subsidiaries;
•
enter into transactions with affiliates;
•
change the nature of our business; and
•
amend the terms of our organizational documents.
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As a result of these covenants, we may be restricted in our ability to pursue new business opportunities or strategies or to respond quickly to
changes in the industries that we serve. A violation of any of these covenants would be deemed an event of default under our credit facilities. In
such event, upon the election of the lenders, the loan commitments under our credit facilities would terminate and the principal amount of the
loans and accrued interest then outstanding would be due and payable immediately. A default may also result in the acceleration of any other
debt to which a cross-acceleration or cross-default provision applies. In the event our lenders accelerate the repayment of our borrowings, we
cannot ensure that we and our subsidiaries would have sufficient funds to repay such indebtedness or be able to obtain replacement financing
on a timely basis or at all. These events could force us into bankruptcy or liquidation, which could have a material adverse effect on our
business, financial condition and results of operations.
We also may need to negotiate changes to the covenants in the agreements governing our credit facilities in the future if there are material
changes in our business, financial condition or results of operations, but we cannot ensure that we will be able to do so on terms favorable to us
or at all.
Furthermore, our ability to make scheduled payments on or to refinance our indebtedness, including under our credit facilities, depends on our
financial condition and results of operations, which are subject to prevailing economic and competitive conditions and other factors beyond our
control. We may be unable to maintain a level of cash flows from operating activities sufficient to permit us to fund our day-to-day operations or
to pay the principal, premium, if any, and interest on our indebtedness. If our cash flows and capital resources are insufficient to fund our debt
service obligations, we could face substantial liquidity problems and could be forced to reduce or delay investments and capital expenditures or
to sell assets or operations, seek additional capital or restructure or refinance our indebtedness. If we cannot make scheduled payments on our
debt, we will be in default and, as a result, the lenders under our credit facilities could terminate their commitments to loan money, or foreclose
against the assets securing such borrowings, and we could be forced into bankruptcy or liquidation, in each case, which would have a material
adverse effect on our business, financial condition and results of operations.
The interest expense associated with our indebtedness is subject to variable rates, and increased debt service costs as a result of
higher interest rates could adversely affect our business, financial condition and results of operations.
Borrowings under our credit facilities are generally subject to variable interest rates, which fluctuate depending on macroeconomic factors, and
expose us to interest rate risk. If interest rates increase, our debt service costs on these borrowings would also increase, even if the amount
borrowed remains the same, and would require us to use more of our available cash to service our indebtedness, resulting in decreased net
income and cash flows, including cash available for servicing our indebtedness. There can also be no assurance that we will be able to enter into
swap agreements or other hedging arrangements in the future if we desire to do so, or that any future hedging arrangements will offset increases
in interest rates.
Ordinary Share Ownership Risks
Our quarterly sales and operating results fluctuate significantly from period to period, and this may cause volatility in our share price.
Our quarterly sales and operating results have fluctuated significantly in the past, and we expect them to continue to fluctuate in the future for a
variety of reasons, including the following:
•
demand for and market acceptance of our products as a result of the cyclical nature of the industries we serve or otherwise, often
resulting in reduced sales during industry downturns and increased sales during periods of industry recovery or growth;
•
overall economic conditions;
•
changes in the timing and size of orders by our customers;
•
strategic decisions by our customers to terminate their outsourcing relationship with us or give market share to our competitors;
•
consolidation by our customers;
•
cancellations and postponements of previously placed orders;
•
pricing pressure from either our competitors or our customers, resulting in the reduction of our product prices or loss of market share;
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•
disruptions or delays in the manufacturing of our products or in the supply of components or raw materials that are incorporated into or
used to manufacture our products, thereby causing us to delay the shipment of products;
•
decreased margins for several or more quarters following the introduction of new products, especially as we introduce new subsystems
or other products or services;
•
changes in design-to-delivery cycle times;
•
inability to reduce our costs quickly in step with reductions in our prices or in response to decreased demand for our products;
•
changes in our mix of products sold;
•
write-offs of excess or obsolete inventory;
•
increased fixed overhead;
•
one-time expenses or charges; and
•
announcements by our competitors of new products, services or technological innovations, which may, among other things, render our
products less competitive.
As a result of the foregoing, we believe that quarter-to-quarter comparisons of our sales and results of operations may not be meaningful and
that these comparisons may not be an accurate indicator of our future performance. Changes in the timing or terms of a small number of
transactions could disproportionately affect our results of operations in any particular quarter. Moreover, our results of operations in one or more
future quarters may fail to meet our guidance or the expectations of securities analysts or investors. If this occurs, we would expect to
experience an immediate and significant decline in the trading price of our ordinary shares.
Further, if the market for stocks in our industry or industries related to our industry, or the stock market in general, experiences a loss of investor
confidence, the trading price of our ordinary shares could decline for reasons unrelated to our business, financial condition and results of
operations. If any of the foregoing occurs, it could cause our share price to fall and may expose us to lawsuits that, even if unsuccessful, could
be costly to defend and a distraction to management.
Our amended and restated memorandum and articles of association contains anti-takeover provisions that could adversely affect the
rights of our shareholders.
Our amended and restated memorandum and articles of association contains provisions to limit the ability of others to acquire control of the
Company or cause us to engage in change-of-control transactions, including, among other things:
•
provisions that authorize our Board of Directors, without action by our shareholders, to issue additional ordinary shares and preferred
shares with preferential rights determined by our Board of Directors;
•
provisions that permit only a majority of our Board of Directors or the chairman of our Board of Directors to call shareholder meetings
and therefore do not permit shareholders to call shareholder meetings; and
•
provisions that impose advance notice requirements, grant the Board of Directors the right to decline to register any transfer of shares,
and ownership thresholds, and other requirements and limitations on the ability of shareholders to propose matters for consideration at
shareholder meetings.
These provisions could have the effect of depriving our shareholders of an opportunity to sell their shares at a premium over prevailing market
prices by discouraging third parties from seeking to obtain control of the Company in a tender offer or similar transaction.
The issuance of preferred shares could adversely affect holders of ordinary shares.
Our Board of Directors is authorized to issue preferred shares without any action on the part of holders of our ordinary shares. Our Board of
Directors also has the power, without shareholder approval, to set the terms of any such preferred shares that may be issued, including voting
rights, dividend rights, and preferences over our ordinary shares with respect to dividends or if we liquidate, dissolve or wind up our business
and other terms. If we issue preferred shares in the future that have preference over our ordinary shares with respect to the payment of
dividends or upon our liquidation, dissolution or winding up, or if we issue preferred shares with voting rights that dilute the voting power of our
ordinary shares, the rights of holders of our ordinary shares or the price of our ordinary shares could be adversely affected.
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Our shareholders may face difficulties in protecting their interests as a shareholder, as Cayman Islands law provides substantially
less protection when compared to the laws of the U.S.
Our corporate affairs are governed by our amended and restated memorandum and articles of association and by the Companies Law (2013
Revision) and common law of the Cayman Islands. The rights of shareholders to take legal action against our directors and us, actions by
minority shareholders and the fiduciary responsibilities of our directors to us under Cayman Islands law are to a large extent governed by the
common law of the Cayman Islands. The common law of the Cayman Islands is derived in part from comparatively limited judicial precedent in
the Cayman Islands as well as from English common law, which has persuasive, but not binding, authority on a court in the Cayman Islands. The
rights of our shareholders and the fiduciary responsibilities of our directors under Cayman Islands law are not as clearly established as they
would be under statutes or judicial precedents in the U.S. In particular, the Cayman Islands have a less exhaustive body of securities laws as
compared to the U.S. In addition, Cayman Islands companies may not have standing to initiate a shareholder derivative action before the U.S.
federal courts.
Furthermore, since we are a Cayman Islands company with a portion our assets located outside of the U.S., it may be difficult or impossible for
shareholders to bring an action against us in the U.S. in the event that shareholders believe that their rights have been infringed under U.S.
federal securities laws or otherwise. Even if shareholders are successful in bringing an action of this kind, the laws of the Cayman Islands may
render shareholders unable to enforce a judgment against our assets. There is no statutory recognition in the Cayman Islands of judgments
obtained in the U.S..
As a result of all of the above, our shareholders may have more difficulty in protecting their interests through actions against us or our officers,
directors or major shareholders than would shareholders of a corporation incorporated in a jurisdiction in the U.S..
If a U.S. person is treated as owning at least 10% of our shares, such person may be subject to adverse U.S. federal income tax
consequences.
If a U.S. person is treated as owning (directly, indirectly, or constructively) at least 10% of the value or voting power of our shares, such person
may be treated as a “United States shareholder” with respect to each “controlled foreign corporation” in our group (if any). Because our group
includes one or more U.S. subsidiaries, in certain circumstances we could be treated as a controlled foreign corporation or certain of our non-
U.S. subsidiaries could be treated as controlled foreign corporations (regardless of whether we are or are not treated as a controlled foreign
corporation).
A U.S. shareholder of a controlled foreign corporation may be required to annually report and include in its U.S. taxable income its pro rata share
of “Subpart F income,” “global intangible low-taxed income” and investments in U.S. property by controlled foreign corporations, whether or not
we make any distributions. An individual that is a U.S. shareholder with respect to a controlled foreign corporation generally would not be allowed
certain tax deductions or foreign tax credits that would be allowed to a U.S. shareholder that is a U.S. corporation. A failure to comply with these
reporting obligations may subject a U.S. shareholder to significant monetary penalties and may prevent starting of the statute of limitations with
respect to such shareholder’s U.S. federal income tax return for the year for which reporting was due. We do not intend to monitor whether we
are or any of our current or future non-U.S. subsidiaries is treated as a controlled foreign corporation or whether any investor is treated as a U.S.
shareholder with respect to us or any of our controlled foreign corporation subsidiaries. In addition, we cannot provide assurances that we will
furnish to any U.S. shareholders information that may be necessary to comply with the aforementioned reporting and tax paying obligations.
A U.S. investor should consult its tax advisors regarding the potential application of these rules to an investment in our shares in its particular
circumstances.
ITEM 1B. UNRESOLVED STAFF COMMENTS
None.
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ITEM 1C. CYBERSECURITY
Risk Management and Strategy
Our cybersecurity program is designed from a risk- and compliance-based approach to achieve system-wide resilience and protection across our
operations. We regularly assess risks from cybersecurity threats and monitor our information systems for potential vulnerabilities. We model our
cybersecurity program after the National Institute of Standards and Technology Cybersecurity Framework to deliver clear and proactive
processes, multi-layered defenses, and relevant technologies that are designed to control, audit, monitor, and protect access to sensitive
information. Our cybersecurity program includes physical, administrative, and technical safeguards, and we maintain plans and procedures the
objective of which is to help us prevent, detect and timely and effectively respond to, and as necessary, recover from, cybersecurity incidents.
Through our cybersecurity risk management program, we have established operational processes to address issues including monitoring and
patching of vulnerabilities, regularly updating our information systems, and evaluating new countermeasures made to defend against an evolving
landscape of threats. This process is overseen by the Audit Committee of our Board of Directors.
In addition, we periodically engage third-party consultants and providers to assist us in assessing, testing, enhancing and monitoring our
cybersecurity risk management programs and responding to any incidents. These third parties work in conjunction with our information security
team in an effort to continuously improve our cyber risk posture. Examples of third-party actions include the engagement of a security operations
center for real-time monitoring and response to incidents, independent audits, risk assessments and security certifications. We have established
processes to help identify and manage cybersecurity risks associated with the use of these third-party consultants and providers, which include
the completion of due diligence before engaging with a third-party and assessments and reviews throughout the relationship.
We believe cybersecurity awareness is important in helping prevent cyber threats. To that end, we provide monthly cybersecurity awareness
training and regular phishing awareness exercises to our tech-enabled employees. We monitor and assess the success rate of employees
reporting phishing scams, and the results inform the development of our security trainings, systems and programs. Additionally, role-based
security training is provided to employees in certain higher-risk positions (including those who handle sensitive information, technology or funds),
which is tailored to the heightened cybersecurity risks they face.
We have experienced, and may in the future experience, whether directly or through our third-party service providers or other channels,
cybersecurity incidents. While prior incidents have not had a material impact on us, future incidents could have a material impact on our
business, operations and reputation. Although our processes are designed to help prevent, detect, respond to and mitigate the impact of such
incidents, there is no guarantee that they will be sufficient to prevent or mitigate the risk of a cyberattack or the potentially serious reputational,
operational, legal or financial impacts that may result. Refer to “Item 1A. – Risk Factors” in this Annual Report on Form 10-K, including, “We may
be subject to interruptions or failures in our information technology systems,” for additional discussion on our cybersecurity related risks.
Cybersecurity Governance
Cybersecurity is an important part of our risk management and strategy activities and an area of focus for our Board of Directors and
management. Our Board of Directors has delegated to the Audit Committee oversight of our cybersecurity and information security policies and
our internal controls regarding cybersecurity and information security. Our Audit Committee receives regular reports from members of our senior
management and other personnel that include assessments and potential mitigation of the risks and exposures to cybersecurity incidents.
Our cybersecurity risk management and strategy activities are overseen by executive management, made up of the IT Steering Committee and
Chief Information Officer. Our Chief Information Officer has over 25 years of experience in information technology and security as well as
extensive experience working in and leading our information systems and technology function. The IT Steering Committee and Chief Information
Officer receive regular updates on cybersecurity matters, results of mitigation efforts and cybersecurity incident response and remediation
through the management of, and participation in, the cybersecurity risk management and strategy activities described above, and report to the
Audit Committee quarterly on any appropriate items.
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ITEM 2. PROPERTIES
Our principal executive offices are located at 3185 Laurelview Ct., Fremont, California 94538. As of December 27, 2024, our principal
manufacturing and administrative facilities, including our executive offices, are comprised of approximately 1,110,400 square feet. All of our
facilities are leased, which allows for flexibility as business conditions and geographic demand change. The table below sets forth the
approximate square footage of each of our facilities.
Location
Approximate
Square
Footage
Malaysia
271,500
California
271,400
Oregon
157,100
Minnesota
133,300
Singapore
97,700
Mexico
62,900
Texas
47,800
Scotland
37,700
Korea
18,500
Nevada
12,500
We do not anticipate difficulty in either retaining occupancy of any of our facilities through lease renewals prior to expiration or through month-to-
month occupancy or replacing them with equivalent facilities. We believe that our existing facilities and equipment are well maintained, in good
operating condition, and are adequate to meet our currently anticipated requirements.
ITEM 3. LEGAL PROCEEDINGS
We may be subject to various legal claims and proceedings involving claims incidental to our business, including employment-related claims. We
are presently not a party to any material litigation or regulatory proceeding and are not aware of any pending or threatened litigation or regulatory
proceeding against us which, individually or in the aggregate, could have a material adverse effect on our business, financial condition, or results
of operations.
ITEM 4. MINE SAFETY DISCLOSURES
Not applicable.
PART II
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY
SECURITIES
Market Information and Holders of Record
Our ordinary shares are listed for trading on The NASDAQ Global Select Market under the symbol “ICHR.”
As of February 18, 2025, all of our issued ordinary shares were held in “nominee” or “street” name or in our treasury account.
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Dividends
We do not anticipate that we will pay any cash dividends on our ordinary shares for the foreseeable future. Any determination to pay dividends in
the future will be at the discretion of our Board of Directors and will depend upon our financial condition, results of operations, contractual
restrictions (including those under our credit facilities and any potential indebtedness we may incur in the future), restrictions imposed by
applicable law, tax considerations, and other factors our Board of Directors deems relevant.
Stock Performance Graph
The information included under the heading Item 5. – Stock Performance Graph is “furnished” and not “filed” for purposes of Section 18 of the
Exchange Act, or otherwise subject to the liabilities of that section, nor shall it be deemed to be “soliciting material” subject to Regulation 14A or
incorporated by reference in any filing under the Securities Act of 1933, as amended or the Exchange Act regardless of any general
incorporation language in such filing, except as shall be expressly set forth by specific reference in such filing.
The Stock Price Performance Graph set forth below plots the cumulative total shareholder return on a quarterly basis of our ordinary shares from
December 27, 2019 through December 27, 2024, with the cumulative total return of the Nasdaq Composite Index and the PHLX Semiconductor
Sector Index over the same period. The comparison assumes $100 was invested on December 27, 2019 in the ordinary shares of Ichor
Holdings, Ltd., in the Nasdaq Composite Index, and in the PHLX Semiconductor Sector Index and assumes reinvestment of dividends, if any.
The stock price performance shown on the graph above is not necessarily indicative of future price performance. Information used in the graph
was obtained from the Nasdaq Stock Market, a source believed to be reliable, but we are not responsible for any errors or omissions in such
information.
Recent Sales of Unregistered Securities
None.
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Issuer Purchase of Equity Securities
None.
ITEM 6. [RESERVED]
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
You should read the following discussion and analysis of our financial condition and results of operations in conjunction with our consolidated
financial statements and related notes included elsewhere in this Annual Report on Form 10-K. The following discussion contains forward-
looking statements based upon our current plans, expectations and beliefs that involve risks and uncertainties. Our actual results may differ
materially from those anticipated in these forward-looking statements. Factors that could cause or contribute to these differences include those
discussed below and elsewhere in this Annual Report on Form 10-K, particularly in the section entitled Item 1A. – Risk Factors. For a
comparison of our financial condition, results of operations, and cash flows for 2023 to 2022, refer to Part II, Item 7. in our 2023 Annual Report
on Form 10‑K, which was filed with the SEC on February 23, 2024.
Overview
We are a leader in the design, engineering, and manufacturing of critical fluid delivery subsystems and components for semiconductor capital
equipment. Our primary product offerings include gas and chemical delivery systems and subsystems, collectively known as fluid delivery
systems and subsystems, which are key elements of the process tools used in the manufacturing of semiconductor devices. Our gas delivery
subsystems deliver, monitor, and control precise quantities of the specialized gases used in semiconductor manufacturing processes such as
etch and deposition. Our chemical delivery systems and subsystems precisely blend and dispense the reactive liquid chemistries used in
semiconductor manufacturing processes such as chemical-mechanical planarization, electroplating, and cleaning. We also provide precision-
machined components, weldments, electron beam (“e‑beam”) and laser-welded components, precision vacuum and hydrogen brazing and
surface treatment technologies, and other proprietary products for the commercial space, aerospace, defense, medical device, and general-
industrial industries. This vertically integrated portion of our business is primarily focused on metal and plastic parts that are used in gas and
chemical systems, respectively.
Fluid delivery subsystems ensure accurate measurement and uniform delivery of specialty gases and chemicals at critical steps in the
semiconductor manufacturing processes. Any malfunction or material degradation in fluid delivery reduces yields and increases the likelihood of
manufacturing defects in these processes. Most original equipment manufacturers (“OEMs”) outsource all or a portion of the design,
engineering, and manufacturing of their gas delivery subsystems to a few specialized suppliers, including us. Additionally, many OEMs are
outsourcing the design, engineering, and manufacturing of their chemical delivery subsystems due to the increased fluid expertise required to
manufacture these subsystems. Outsourcing these subsystems allows OEMs to leverage suppliers’ highly specialized engineering, design, and
production skills while focusing their internal resources on their own value-added processes. Outsourcing enables OEMs to reduce their costs
and development time, as well as provide growth opportunities for specialized subsystems suppliers like us.
We have a global footprint with production facilities in California, Minnesota, Oregon, Texas, Singapore, Malaysia, the United Kingdom, Korea,
and Mexico.
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The following table summarizes key financial information for the periods indicated. Amounts are presented in accordance with GAAP unless
explicitly identified as being a non-GAAP metric. For a description of our non-GAAP metrics and reconciliations to the most comparable GAAP
metrics, please refer to Item 7. – Management’s Discussion and Analysis of Financial Condition and Results of Operations – Non-GAAP
Financial Results within this Annual Report on Form 10-K.
Year Ended
December 27,
2024
December 29,
2023
(dollars in thousands, except per share amounts)
Net sales
$
849,040 
$
811,120 
Gross margin
12.2 %
12.7 %
Gross margin, non-GAAP
12.7 %
13.4 %
Operating margin
(0.9)%
(1.3)%
Operating margin, non-GAAP
2.2 %
2.9 %
Net loss
$
(20,820)
$
(42,985)
Net income, non-GAAP
$
5,888 
$
12,257 
Diluted EPS
$
(0.64)
$
(1.47)
Diluted EPS, non-GAAP
$
0.18 
$
0.42 
Key Factors Affecting Our Business
Investment in Semiconductor Manufacturing Equipment
The design and manufacturing of semiconductor devices is constantly evolving and becoming more complex in order to achieve greater
performance and efficiency. To keep pace with these changes, OEMs need to refine their existing products and invest in developing new
products. In addition, semiconductor device manufacturers will continue to invest in new wafer fabrication equipment to expand their production
capacity and to support new manufacturing processes.
Outsourcing of Subsystems by Semiconductor OEMs
Faced with increasing manufacturing complexities, more complex subsystems, shorter product lead times, shorter industry spend cycles, and
significant capital requirements, outsourcing of subsystems and components by OEMs has continued to grow. In the past two decades, OEMs
have outsourced most of their gas delivery systems to suppliers such as us. OEMs have also started to outsource their chemical delivery
systems in recent years. Our results will be affected by the degree to which outsourcing of these fluid delivery systems by OEMs continues to
grow.
Cyclicality of Semiconductor Capital Equipment Industry
Our business is subject to the cyclicality of the capital expenditures of the semiconductor industry, which drives cyclicality in the semiconductor
capital equipment industry in which we operate. In 2024, we derived over 90% of our sales from the semiconductor capital equipment industry.
Demand for semiconductor capital equipment can fluctuate significantly based on changes in regulatory intervention and general economic
conditions, including consumer spending, increased tariffs and trade restrictions, demand for semiconductor products, pricing, and other factors.
In the past, these fluctuations have resulted in significant variations in the levels of spending within the semiconductor capital equipment
industry, and as a result, our results of operations. The cyclicality of the semiconductor industry will continue to impact our results of operations
in the future.
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Customer Concentration
The number of capital equipment manufacturers for the semiconductor device industry is significantly consolidated, resulting in a small number
of large manufacturers. Our customers are a significant component of this consolidation, resulting in our sales being concentrated in a few
customers. For 2024, two customers with individual sales over 10%, Lam Research and Applied Materials, accounted for a combined 73% of
total sales. Our customers often require reduced prices or other pricing, quality, or delivery commitments as a condition to their purchasing from
us or increasing their purchase volume, which can, among other things, result in reduced gross margins in order to maintain or expand our
market share. Although we do not have any long-term contracts that require customers to place certain order quantities with us, Lam Research
and Applied Materials have been our customers for over 20 years.
Macroeconomic Conditions
The semiconductor industry is cyclical in nature and is impacted by macroeconomic factors in the markets and industries in which we operate.
Such factors include market trends, supply chain shortages, availability of skilled labor, geopolitical tension and retaliatory trade policies, and
other factors. The industry entered a cyclical downturn in the fourth quarter of 2022 for the primary semiconductor equipment markets we serve,
resulting in weakened customer demand. Although the total market for semiconductor capital equipment has experienced year-over-year stability
and growth, inventory digestion at our customers and the relative spending levels within the markets we primarily serve, in particular lower
spending levels for deposition and etch equipment, has resulted in continued lower demand from our customers over the past two years relative
to the total semiconductor capital equipment market, despite incremental growth in demand. To help mitigate these impacts and to better align
our resources and cost structure with current and expected future levels of business, we initiated labor cost reduction initiatives starting in the
fourth quarter of 2022, which continued through the second quarter of 2024.
Industry overcapacity and a number of macroeconomic factors may contribute to a reduced spending environment, which combined with
increased export controls for advanced semiconductor-related goods and services shipped to China and delayed business investment in
electronic memory capacity may have varying levels of unfavorable consequences to our business. We are continually monitoring the global
trade environment and any changes in tariffs, trade agreements, restrictions or sanctions that may impact us, our manufacturing facilities, or our
customers. President Trump has issued executive orders directing the U.S. to impose new tariffs on imports from China, temporarily stayed an
order imposing new tariffs on Canada and Mexico, issued the imposition of tariffs on imported steel and aluminum products, and may impose
additional tariffs on these or other nations. Given our manufacturing presence in Mexico, we are currently evaluating the potential impact of
potential tariffs on Mexican imports on our business.
While challenging macroeconomic conditions have impacted and will continue to impact our business and customers in the near term, we
believe demand for semiconductors, semiconductor capital equipment, and our products will return to growth, fueled by the long-term growing
need for more semiconductor productive capacity and enhanced process technologies.
Components of Our Results of Operations
The following discussion sets forth certain components of our statements of operations as well as significant factors impacting those items.
Net sales
We generate sales primarily from the design, manufacture, and sale of subsystems and components for semiconductor capital equipment. Sales
are recognized when control of promised goods or services is transferred to our customers, in an amount that reflects the consideration we
expect to be entitled to in exchange for those goods or services. Sales are recognized at a point-in-time, upon "delivery," as such term is defined
within the contract, which is generally at the time of shipment, as that is when control of the promised good has transferred.
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Cost of sales, gross profit, and gross margin
Cost of sales consists primarily of purchased materials, direct labor, indirect labor, factory overhead cost, and depreciation expense for our
manufacturing facilities and equipment. Our business has a variable cost structure, with fixed costs comprising a smaller percentage of cost of
sales compared to variable costs. Our existing global manufacturing plant capacity is scalable, and we are able to adjust to increased customer
demand for our products without significant additional capital investment. We operate our business in this manner to avoid having excessive
fixed costs during a cyclical downturn, while retaining flexibility to expand our production volumes during periods of growth. However, during a
cyclical downturn, fixed costs become a larger percentage of cost of sales, which could result in a decrease to gross margin. Additionally, since
the gross margin on each of our products can differ, our overall gross margin as a percentage of our sales can change based on the mix of
products we sell in any period.
Operating expenses
Our operating expenses primarily include research and development and sales, general, and administrative expenses. Personnel costs are the
most significant component of operating expenses and consist of salaries, benefits, bonuses, and share-based compensation. Operating
expenses also include overhead costs for facilities, IT, and depreciation. In addition, our operating expenses include amortization expense of
acquired intangible assets.
Research and development – Research and development expense consists primarily of activities related to product design and other
development activities, new component testing and evaluation, and test equipment and fixture development. We expect research and
development expense will continue to increase in absolute dollars due to continued development of our own intellectual property and
product offerings for existing and new customer markets and increases in our customers’ demand for new product designs.
Selling, general, and administrative – Selling expense consists primarily of salaries and commissions paid to our sales and sales support
employees and other costs related to the sales of our products. General and administrative expense consists primarily of salaries,
professional fees, and overhead associated with our administrative staff. We expect selling expenses to increase in absolute dollars as
we continue to invest in expanding our markets and as we expand our international operations. We expect general and administrative
expenses to also increase in absolute dollars as our business grows, due to an increase in employee-related costs, regulatory
compliance, and accounting-related expenses.
Amortization of intangibles – Amortization of intangible assets is related to our finite-lived intangible assets and is computed using the
straight-line method over the estimated economic life of the asset.
Interest expense, net
Interest expense, net of interest income on our cash deposits, consists of interest on our outstanding debt under our credit facilities, including
amortization of debt issuance costs, and any other indebtedness we may incur in the future. Borrowings under our credit facilities are generally
subject to variable interest rates, which fluctuate depending on macroeconomic factors and can result in increased interest expense in periods of
rising interest rates.
Other expense, net
The functional currency of our international operations is the U.S. dollar. Transactions denominated in currencies other than the functional
currency generate foreign exchange gains and losses that are included in other expense (income), net on the accompanying consolidated
statements of operations. Substantially all of our sales contracts, and most of our agreements with third-party suppliers, provide for pricing and
payment in U.S. dollars. Accordingly, these transactions are not subject to material exchange rate fluctuations.
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Income tax expense
Income tax expense consists primarily of taxes on our taxable income related to our domestic and foreign operations, offset by the benefit of our
tax holiday in Singapore, which expires in 2026. In 2024, the tax benefit resulting from our Singapore tax holiday, compared to the Singapore
statutory tax rate, was approximately $7.1 million. During 2024, we maintained a valuation allowance against our U.S. state and federal deferred
tax assets; therefore, we are not recording income tax benefits related to our U.S. GAAP losses. Income tax is also impacted by certain
withholding taxes, stock option and restricted share unit (“RSU”) activity, and credit generation.
Critical Accounting Estimates
Our consolidated financial statements have been prepared in accordance with GAAP. The preparation of these consolidated financial statements
requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, sales, expenses, and related disclosures.
We base our estimates on historical experience and on various other assumptions that we believe are reasonable under the circumstances. We
evaluate our estimates and assumptions on an ongoing basis. Actual results may differ from these estimates. To the extent that there are
material differences between these estimates and our actual results, our future financial statements will be affected.
The critical accounting policies requiring estimates, assumptions, and judgments that we believe have the most significant impact on our
consolidated financial statements are described below.
Inventory Valuation
Inventories are stated at the lower of cost or net realizable value. The majority of our inventories are valued on a standard cost basis, which
approximates actual costs on a first-in, first-out basis. The remainder of our inventories are valued on an average cost basis, which
approximates actual costs on a first-in, first-out basis. Quarterly, we assess the value of our inventory and periodically write it down for excess
quantities or obsolescence to its estimated net realizable value. This assessment is based on estimated future consumption compared to
inventory quantities on-hand. The estimate for future consumption is based on how assumptions of historical consumption, recency of
purchases, backlog, and other factors indicate future consumption. Once the value of inventory is adjusted, the original cost of our inventory, less
the write-down, represents its new cost basis. During 2024, 2023, and 2022, we wrote down inventory determined to be excessive or obsolete by
$8.6 million, $9.8 million, and $5.0 million, respectively. We believe the accounting estimate related to excess and obsolete inventory is a critical
accounting estimate because it requires us to make assumptions about future inventory consumption and recoverability of cost, which can be
uncertain. Changes in these estimates can have a material impact on our financial statements.
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Results of Operations
The following table sets forth our results of operations for the periods presented. The period-to-period comparison of results is not necessarily
indicative of results for future periods.
Year Ended
December 27,
2024
December 29,
2023
(in thousands)
Net sales
$
849,040 
$
811,120 
Cost of sales
745,706 
707,724 
Gross profit
103,334 
103,396 
Operating expenses:
Research and development
23,018 
20,223 
Selling, general, and administrative
79,384 
79,334 
Amortization of intangible assets
8,572 
14,734 
Total operating expenses
110,974 
114,291 
Operating loss
(7,640)
(10,895)
Interest expense, net
9,266 
19,379 
Other expense, net
1,148 
804 
Loss before income taxes
(18,054)
(31,078)
Income tax expense
2,766 
11,907 
Net loss
$
(20,820)
$
(42,985)
The following table sets forth our results of operations as a percentage of our total net sales for the periods presented.
Year Ended
December 27, 2024
December 29, 2023
Net sales
100.0 
100.0 
Cost of sales
87.8 
87.3 
Gross profit
12.2 
12.7 
Operating expenses:
Research and development
2.7 
2.5 
Selling, general, and administrative
9.3 
9.8 
Amortization of intangible assets
1.0 
1.8 
Total operating expenses
13.1 
14.1 
Operating loss
(0.9)
(1.3)
Interest expense, net
1.1 
2.4 
Other expense, net
0.1 
0.1 
Loss before income taxes
(2.1)
(3.8)
Income tax expense
0.3 
1.5 
Net loss
(2.5)
(5.3)
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Comparison of 2024 and 2023
Net sales
Year Ended
Change
December 27,
2024
December 29,
2023
Amount
%
(dollars in thousands)
Net sales
$
849,040 
$
811,120 
$
37,920 
4.7 %
The increase in net sales from 2023 to 2024 was primarily due to increased customer demand stemming from increased spending within the
semiconductor capital equipment industry. Further detail is provided above under the section entitled "Key Factors Affecting Our Business".
Gross margin
Year Ended
Change
December 27,
2024
December 29,
2023
Amount
%
(dollars in thousands)
Cost of sales
$
745,706 
$
707,724 
$
37,982 
5.4 %
Gross profit
$
103,334 
$
103,396 
$
(62)
(0.1 %)
Gross margin
12.2 %
12.7 %
-50  bps 
The decrease in gross margin from 2023 to 2024 was primarily due to unfavorable sales mix and increased factory labor and overhead costs,
partially offset by lower severance costs associated with our global reduction-in-force programs (+20bps) and lower excess and obsolete
inventory expense (+10bps).
Research and development
Year Ended
Change
December 27,
2024
December 29,
2023
Amount
%
(dollars in thousands)
Research and development
$
23,018 
$
20,223 
$
2,795 
13.8 %
The increase in research and development expenses from 2023 to 2024 was primarily due to increased material and service costs from our new
product development programs of $1.9 million and increased employee-related expenses of $0.8 million, inclusive of share-based compensation
expense.
Selling, general, and administrative
Year Ended
Change
December 27,
2024
December 29,
2023
Amount
%
(dollars in thousands)
Selling, general, and administrative
$
79,384 
$
79,334 
$
50 
0.1 %
Selling, general, and administrative expense remained approximately unchanged from 2023 to 2024.
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Amortization of intangible assets
Year Ended
Change
December 27,
2024
December 29,
2023
Amount
%
(dollars in thousands)
Amortization of intangibles assets
$
8,572 
$
14,734 
$
(6,162)
(41.8)%
The decrease in amortization expense from 2023 to 2024 was primarily due to certain intangible assets becoming fully amortized in the fourth
quarter of 2023.
Interest expense, net
Year Ended
Change
December 27,
2024
December 29,
2023
Amount
%
(dollars in thousands)
Interest expense, net
$
9,266 
$
19,379 
$
(10,113)
(52.2 %)
Weighted average borrowings outstanding
$
159,427 
$
292,661 
$
(133,234)
(45.5 %)
Weighted average borrowing rate
7.31 %
6.80 %
+51  bps 
The decrease in interest expense, net from 2023 to 2024 was primarily due to decreases in the weighted average amounts borrowed, partially
offset by an increase in our weighted average borrowing rate. The reduction in our weighted average borrowings outstanding was primarily due
to paying off our revolving credit facility in the first quarter of 2024. The increase in our weighted average borrowing rate was due to higher
applicable margin as a result of higher leverage ratios in 2024 (+29bps) and higher Bloomberg Short-Term Bank Yield ("BSBY") and Secured
Overnight Financing Rate ("SOFR") rates as a result of a higher short-term borrowing interest rate macroeconomic environment (+22bps).
Other expense, net
Year Ended
Change
December 27,
2024
December 29,
2023
Amount
%
(dollars in thousands)
Other expense, net
$
1,148 
$
804 
$
344 
42.8 %
The change in other expense, net from 2023 to 2024 was primarily due to currency exchange rate fluctuations during the year related to our local
currency payables of our foreign operations.
Income tax expense
Year Ended
Change
December 27,
2024
December 29,
2023
Amount
%
(dollars in thousands)
Income tax expense
$
2,766 
$
11,907 
$
(9,141)
(76.8 %)
Loss before income taxes
$
(18,054)
$
(31,078)
$
13,024 
(41.9 %)
Effective tax rate
(15.3)%
(38.3)%
+2,300  bps 
The decrease in income tax expense from 2023 to 2024 was primarily due to recording a valuation allowance against our U.S. federal and state
deferred tax assets in the second quarter of 2023, resulting in an $11.1 million charge to income tax expense. Because we have a valuation
allowance recorded against our U.S. state and federal deferred income taxes, we did not record tax benefits from our U.S. taxable losses during
2024.
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Non-GAAP Financial Results
Management uses certain non-GAAP metrics to evaluate our operating and financial results. We believe the presentation of non-GAAP results is
useful to investors for analyzing business trends and comparing performance to prior periods, along with enhancing investors’ ability to view our
results from management’s perspective. All non-GAAP adjustments are presented on a gross basis. Non-GAAP gross profit, operating income,
and net income (loss) are defined as: gross profit, operating income (loss), or net income (loss), respectively, excluding (1) amortization of
intangible assets, share-based compensation expense, and discrete or infrequent charges and gains that are outside of normal business
operations, including transaction-related costs, contract and legal settlement gains and losses, facility shutdown costs, and severance costs
associated with reduction-in-force programs, to the extent they are present in gross profit, operating income (loss), and net income (loss),
respectively; and (2) with respect to non-GAAP net income (loss), the tax impacts associated with these non-GAAP adjustments, as well as non-
recurring discrete tax items, including deferred tax asset valuation allowance charges. All non-GAAP adjustments are presented on a gross
basis; the related income tax effects, including current and deferred income tax expense, are included in the adjustment line under the heading
"Tax adjustments related to non-GAAP adjustments". Non-GAAP diluted earnings per share ("EPS") is defined as non-GAAP net income divided
by weighted average diluted ordinary shares outstanding during the period. Non-GAAP gross margin and non-GAAP operating margin are
defined as non-GAAP gross profit and non-GAAP operating income, respectively, divided by net sales.
Non-GAAP results have limitations as an analytical tool, and you should not consider them in isolation or as a substitute for our results reported
under GAAP. Other companies may calculate non-GAAP results differently or may use other measures to evaluate their performance, both of
which could reduce the usefulness of our non-GAAP results as a tool for comparison.
Because of these limitations, you should consider non-GAAP results alongside other financial performance measures and results presented in
accordance with GAAP. In addition, in evaluating non-GAAP results, you should be aware that in the future we will incur expenses such as those
that are the subject of adjustments in deriving non-GAAP results and you should not infer from our presentation of non-GAAP results that our
future results will not be affected by these expenses or other discrete or infrequent charges and gains that are outside of normal business
operations.
The following table presents our unaudited non‑GAAP gross profit and non-GAAP gross margin and a reconciliation from gross profit, the most
comparable GAAP measure, for the periods indicated:
Year Ended
December 27,
2024
December 29,
2023
(dollars in thousands)
U.S. GAAP gross profit
$
103,334 
$
103,396 
Non-GAAP adjustments:
Share-based compensation
3,360 
3,130 
Other (1)
908 
2,191 
Non-GAAP gross profit
$
107,602 
$
108,717 
U.S. GAAP gross margin
12.2 %
12.7 %
Non-GAAP gross margin
12.7 %
13.4 %
(1) Represents severance costs associated with our global reduction-in-force programs.
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The following table presents our unaudited non‑GAAP operating income and non-GAAP operating margin and a reconciliation from operating
income (loss), the most comparable GAAP measure, for the periods indicated:
Year Ended
December 27,
2024
 
December 29,
2023
(dollars in thousands)
U.S. GAAP operating loss
$
(7,640)
$
(10,895)
Non-GAAP adjustments:
Amortization of intangible assets
8,572 
14,734 
Share-based compensation
15,576 
17,338 
Transaction-related costs (1)
785 
— 
Other (2)
1,600 
2,298 
Non-GAAP operating income
$
18,893 
$
23,475 
U.S. GAAP operating margin
(0.9)%
(1.3)%
Non-GAAP operating margin
2.2 %
2.9 %
(1) Represents transaction-related costs incurred in connection with our acquisitions pipeline.
(2) Represents severance costs associated with our global reduction-in-force programs, and, for 2024, the amount includes $0.5 million of costs
incurred in connection with exiting and consolidating one of our U.S.-based manufacturing facilities.
The following table presents our unaudited non‑GAAP net income and non-GAAP diluted EPS and a reconciliation from net income (loss), the
most comparable GAAP measure, for the periods indicated. All non-GAAP adjustments are presented on a gross basis; the related income tax
effects, including current and deferred income tax expense, are included in the adjustment line under the heading "Tax adjustments related to
non-GAAP adjustments."
Year Ended
December 27,
2024
December 29,
2023
(dollars in thousands, except per share amounts)
U.S. GAAP net loss
$
(20,820)
$
(42,985)
Non-GAAP adjustments:
Amortization of intangible assets
8,572 
14,734 
Share-based compensation
15,576 
17,338 
Transaction-related costs (1)
785 
— 
Other (2)
1,600 
2,298 
Tax adjustments related to non-GAAP adjustments (3)
175 
9,778 
Tax expense from valuation allowance (4)
— 
11,094 
Non-GAAP net income
$
5,888 
$
12,257 
U.S. GAAP diluted EPS
$
(0.64)
$
(1.47)
Non-GAAP diluted EPS
$
0.18 
$
0.42 
Shares used to compute diluted non-GAAP EPS
33,135,552
29,514,553
(1) Represents transaction-related costs incurred in connection with our acquisition pipeline.
(2) Represents severance costs associated with our global reduction-in-force programs. Additionally, for 2024, the amount includes $0.5 million
of costs incurred in connection with exiting and consolidating one of our U.S.-based manufacturing facilities.
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(3) Adjusts U.S. GAAP income tax expense for the impact of our non-GAAP adjustments, which are presented on a gross basis. During the
second quarter of 2023, we recorded a valuation allowance against our U.S. federal and state deferred tax assets on a GAAP basis. In the
first quarter of 2024, we determined that the valuation allowance should be recognized against our U.S. federal and state deferred tax assets
on a non-GAAP basis as we were not in a three-year cumulative U.S. income position on a non-GAAP basis. Accordingly, from the first
quarter of 2024 and forward, tax expense on a GAAP and non-GAAP basis reflects a valuation allowance against our U.S. federal and state
deferred tax assets. Refer to footnote 6 below.
(4) During the second quarter of 2023, we recorded a valuation allowance of $11.1 million against our U.S. federal and state deferred tax
assets. The valuation allowance was recorded based on an assessment of available positive and negative evidence, including an estimate of
being in a three-year cumulative loss position in the U.S. by the end of 2023, projections of future taxable income, and other quantitative and
qualitative information.
Liquidity and Capital Resources
The following section discusses our liquidity and capital resources, including our primary sources of liquidity and our material cash requirements.
Our cash and cash equivalents are maintained in highly liquid and accessible accounts with no significant restrictions.
Material Cash Requirements
Our primary liquidity requirements arise from: (i) working capital requirements, including procurement of raw materials inventory for use in our
factories and employee-related costs, (ii) business acquisitions, (iii) interest and principal payments under our credit facilities, (iv) research and
development investments and capital expenditures, (v) payment of income taxes, and (vi) payments associated with our noncancellable leases
and related occupancy costs. We have no significant long-term purchase commitments related to procuring raw materials inventory. Our ability to
fund these requirements will depend, in part, on our future cash flows, which are determined by our future operating performance and are
therefore subject to prevailing global macroeconomic conditions, such as interest rates, increased tariffs and retaliatory trade policies,
geopolitical events, and financial, business, and other factors, some of which are beyond our control.
We believe that our cash and cash equivalents, the amounts available under our credit facilities, and our operating cash flow will be sufficient to
fund our business and our current obligations for at least the next 12 months and beyond.
Sources and Conditions of Liquidity
Our ongoing sources of liquidity to fund our material cash requirements are primarily derived from: (i) sales to our customers and the related
changes in our net operating assets and liabilities and (ii) proceeds from our credit facilities and equity offerings, when applicable.
Summary of Cash Flows
We ended 2024 with cash and cash equivalents of $108.7 million, an increase of $28.7 million from 2023, which was primarily due to net
proceeds of $136.7 million from our issuance of 3.8 million ordinary shares in March 2024 in connection with an underwritten public offering and
net cash provided by operating activities of $27.9 million, partially offset by net payments on credit facilities of $120.6 million and capital
expenditures of $17.6 million.
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The following table sets forth a summary of operating, investing, and financing activities for the periods presented:
Year Ended
December 27,
2024
December 29,
2023
December 30,
2022
(in thousands)
Cash provided by operating activities
$
27,880 
$
57,632 
$
31,453 
Cash used in investing activities
(17,636)
(15,496)
(28,933)
Cash provided by (used in) financing activities
18,470 
(48,651)
8,455 
Net increase (decrease) in cash
$
28,714 
$
(6,515)
$
10,975 
Our cash provided by operating activities of $27.9 million during 2024 consisted of net non-cash charges of $46.0 million, which consisted
primarily of depreciation and amortization of $30.7 million and share-based compensation expense of $15.6 million, and a decrease in our net
operating assets and liabilities of $2.7 million, partially offset by net loss of $20.8 million.
The decrease in our net operating assets and liabilities of $2.7 million during 2024 was primarily due to an increase in accounts payable of $29.1
million, partially offset by an increase in accounts receivable of $19.9 million, a decrease in accrued and other liabilities of $4.6 million, and an
increase in inventories of $4.2 million.
Cash used in investing activities during 2024 and 2023 consisted of capital expenditures.
Cash provided by financing activities during 2024 consisted of net proceeds of $136.7 million from our issues of 3.8 million ordinary shares in
March 2024 in connection with an underwritten public offering and net proceeds from share-based compensation activity of $2.4 million, partially
offset by net payments on our credit facilities of $120.6 million. The increase in cash provided by financing activities from 2023 to 2024 was
primarily due to net proceeds from our issuance of shares, partially offset by increased net payments on our credit facilities.
Recent Accounting Pronouncements
From time to time, the Financial Accounting Standards Board (“FASB”) or other standards setting bodies issue new accounting pronouncements.
Updates to the FASB Accounting Standards Codification are communicated through issuance of an Accounting Standards Update (“ASU”).
To understand the impact of recently issued guidance, whether adopted or to be adopted, please review the information provided in Note 1 –
Organization and Summary of Significant Accounting Policies of our consolidated financial statements in Part IV, Item 15 of this Annual Report
on Form 10-K.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
We are exposed to financial market risks, including changes in currency exchange rates and interest rates.
Foreign Currency Exchange Risk
Substantially all of our sales arrangement with customers, and the significant majority of our arrangements with third-party suppliers, provide for
pricing and payment in U.S. dollars and, therefore, are not subject to material exchange rate fluctuations. As a result, we do not expect foreign
currency exchange rate fluctuations to have a material effect on our results of operations. However, increases in the value of the U.S. dollar
relative to other currencies would make our products more expensive relative to competing products priced in such other currencies, which could
negatively impact our ability to compete. Conversely, decreases in the value of the U.S. dollar relative to other currencies could result in our
foreign suppliers raising their prices in order to continue doing business with us.
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We have certain operating expenses that are denominated in currencies of the countries in which our operations are located, and may be
subject to fluctuations due to foreign currency exchange rates, particularly the Singapore dollar, Malaysian ringgit, British pound, euro, Korean
won, and Mexican peso. Fluctuations in foreign currency exchange rates may cause us to recognize transaction gains and losses in our
statement of operations. To date, foreign currency transaction gains and losses have not been material to our financial statements, and we have
not engaged in any foreign currency hedging transactions.
Interest Rate Risk
We had total indebtedness of $129.4 million as of December 27, 2024, exclusive of $0.9 million in debt issuance costs, of which $7.5 million was
payable within the next 12 months. We do not enter into investments for trading or speculative purposes and have not used any derivative
financial instruments to manage our interest rate risk exposure. We have not been, nor do we anticipate being exposed to, material risks due to
changes in interest rates. As of December 27, 2024, the interest rate on our outstanding debt was based on SOFR, plus an applicable rate
depending on our leverage ratio. A hypothetical 100 basis point change in the interest rate on our outstanding debt would have resulted in a $1.3
million change to interest expense on an annualized basis.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The financial statements and supplementary financial information required to be filed under this Item 8 are presented beginning on page F‑1 in
Part IV, Item 15 of this Annual Report on Form 10‑K and are incorporated herein by reference.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
None.
ITEM 9A. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
We carried out an evaluation under the supervision and with the participation of our management, including our Chief Executive Officer and
Chief Financial Officer (the certifying officers), of the effectiveness of the design and operation of our disclosure controls and procedures (as
defined in Rules 13a‑15(e) and 15d‑15(e) under the Exchange Act) as of December 27, 2024. There are inherent limitations to the effectiveness
of any system of disclosure controls and procedures, including the possibility of human error and the circumvention or overriding of the controls
and procedures. Accordingly, even effective disclosure controls and procedures can only provide reasonable assurance of achieving their control
objectives. Based on this evaluation, our certifying officers concluded that our disclosure controls and procedures were effective as of
December 27, 2024.
Management’s Annual Report on Internal Control Over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rules 13a‑15(f)
and 15d‑15(f) under the Exchange Act). With the participation of our certifying officers, our management, under the oversight of our Board of
Directors, evaluated the effectiveness of our internal control over financial reporting as of December 27, 2024, using the framework issued by the
Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) in Internal Control – Integrated Framework (2013). Our internal
control over financial reporting is designed to provide reasonable assurance with U.S. GAAP and includes those policies and procedures that:
(1) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect our transactions and the dispositions of our assets;
(2) provide reasonable assurance that our transactions are recorded as necessary to permit preparation of the financial statements in
accordance with GAAP and that our receipts and expenditures are being made in accordance with appropriate authorizations; and (3) provide
reasonable assurance regarding the prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a
material effect on our financial statements. Based on that evaluation, management concluded that our internal control over financial reporting
was effective as of December 27, 2024.
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The effectiveness of our internal control over financial reporting as of December 27, 2024 has been audited by KPMG LLP, an independent
registered accounting firm, as stated in their attestation report which appears in Item 8 of this Annual Report on Form 10-K.
Changes in Internal Control Over Financial Reporting
There were no changes in our internal control over financial reporting (as defined in Rules 13a‑15(f) or 15d‑15(f) of the Exchange Act) that
occurred during the fourth quarter ended December 27, 2024 that have materially affected, or are reasonably likely to materially affect, our
internal control over financial reporting.
Inherent Limitations on Effectiveness of Controls and Procedures
A company’s internal control over financial reporting is a process designed by, or under the supervision of, a company’s principal executive and
principal financial officers, or persons performing similar functions, to provide reasonable assurance regarding the reliability of financial reporting
and the preparation of financial statements in accordance with GAAP. Because of its inherent limitations, internal control over financial reporting
may not prevent or detect misstatements. In addition, projections of any evaluation of effectiveness to future periods are subject to the risk that
controls may become inadequate because of changes in conditions, or that the degree of compliance with policies or procedures may
deteriorate. If we cannot provide reliable financial information, our business, operating results, and share price could be negatively impacted.
ITEM 9B. OTHER INFORMATION
During the fourth quarter of 2024, none of our directors or officers (as defined in Section 16 of the Exchange Act), adopted or terminated a "Rule
10b5-1 trading arrangement" or a "non-Rule 10b5-1 trading arrangement" (each as such term is defined in Item 408 of Regulation S-K).
ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
None.
PART III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE
Code of Conduct
We have adopted a code of business ethics and conduct (the “Code of Conduct”) that applies to all employees, officers, and directors, including
the principal executive officer, principal financial officer, and principal accounting officer. The Code of Conduct is available on our investor
relations website at ir.ichorsystems.com. We intend to post on our investor relations website all disclosures that are required by law or NASDAQ
listing rules regarding any amendment to, or a waiver of, any provision of the Code of Conduct for the principal executive officer, principal
financial officer, principal accounting officer or controller, or persons performing similar functions.
All other information required by this item is incorporated by reference to our Definitive Proxy Statement for our 2025 Annual General Meeting of
Shareholders (the “Proxy Statement”) to be filed with the SEC within 120 days after the close of the year ended December 27, 2024.
ITEM 11. EXECUTIVE COMPENSATION
The information required by this item is incorporated by reference to our Proxy Statement to be filed with the SEC within 120 days after the close
of the year ended December 27, 2024.
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ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
The information required by this item is incorporated by reference to our Proxy Statement to be filed with the SEC within 120 days after the close
of the year ended December 27, 2024.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
The information required by this item is incorporated by reference to our Proxy Statement to be filed with the SEC within 120 days after the close
of the year ended December 27, 2024.
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
The information required by this item is incorporated by reference to our Proxy Statement to be filed with the SEC within 120 days after the close
of the year ended December 27, 2024.
PART IV
ITEM 15. EXHIBIT AND FINANCIAL STATEMENT SCHEDULES
(a) The following documents are filed as a part of this Annual Report on Form 10-K:
(1) Financial Statements.
The following Consolidated Financial Statements are filed as part of this Annual Report on Form 10-K under Item 8. –
Financial Statements and Supplementary Data.
Reports of Independent Registered Public Accounting Firm (KPMG LLP, Portland, Oregon,
PCAOB ID: 185)
F-1
Consolidated Balance Sheets
F‑4
Consolidated Statements of Operations
F-5
Consolidated Statements of Shareholders’ Equity
F‑6
Consolidated Statements of Cash Flows
F‑7
Notes to Consolidated Financial Statements
F‑8
(2) Financial Statement Schedules. All financial statement schedules are omitted because they are not applicable or the
required information is shown in the financial statements or the notes thereto.
(3) Exhibits. Exhibits are listed on the Exhibit Index at the end of this Annual Report on Form 10-K.
ITEM 16. FORM 10-K SUMMARY
None.
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Report of Independent Registered Public Accounting Firm
To the Shareholders and Board of Directors
Ichor Holdings, Ltd.:
Opinion on Internal Control over Financial Reporting
We have audited Ichor Holdings, Ltd. and subsidiaries' (the Company) internal control over financial reporting as of December 27, 2024, based
on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway
Commission. In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December
27, 2024, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations
of the Treadway Commission.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the
consolidated balance sheets of the Company as of December 27, 2024 and December 29, 2023, the related consolidated statements of
operations, shareholders’ equity, and cash flows for each of the years in the three-year period ended December 27, 2024, and the related notes
(collectively, the consolidated financial statements), and our report dated February 21, 2025 expressed an unqualified opinion on those
consolidated financial statements.
Basis for Opinion
The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the
effectiveness of internal control over financial reporting, included in the accompanying Management’s Annual Report on Internal Control Over
Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We
are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the
U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit of
internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a
material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our
audit also included performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a
reasonable basis for our opinion.
Definition and Limitations of Internal Control Over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial
reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A
company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in
reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance
that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting
principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and
directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or
disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any
evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or
that the degree of compliance with the policies or procedures may deteriorate.
/s/ KPMG LLP
Portland, Oregon
February 21, 2025
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Table of Contents
Report of Independent Registered Public Accounting Firm
To the Shareholders and Board of Directors
Ichor Holdings, Ltd.:
Opinion on the Consolidated Financial Statements
We have audited the accompanying consolidated balance sheets of Ichor Holdings, Ltd. and subsidiaries (the Company) as of December 27,
2024 and December 29, 2023, the related consolidated statements of operations, shareholders’ equity, and cash flows for each of the years in
the three-year period ended December 27, 2024, and the related notes (collectively, the consolidated financial statements). In our opinion, the
consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 27, 2024 and
December 29, 2023, and the results of its operations and its cash flows for each of the years in the three-year period ended December 27, 2024,
in conformity with U.S. generally accepted accounting principles.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the
Company’s internal control over financial reporting as of December 27, 2024, based on criteria established in Internal Control – Integrated
Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission, and our report dated February 21, 2025
expressed an unqualified opinion on the effectiveness of the Company’s internal control over financial reporting.
Basis for Opinion
These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on
these consolidated financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be
independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the
Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. Our
audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to
error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding
the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and
significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe
that our audits provide a reasonable basis for our opinion.
Critical Audit Matter
The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was
communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the
consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of a critical
audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating
the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.
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Table of Contents
Evaluation of excess and obsolete inventory
As discussed in Notes 1 and 2 to the consolidated financial statements, the Company reported inventories of $250.1 million as of December 27,
2024, including an adjustment for excess and obsolete inventory of $36.4 million. The Company states its inventories at the lower of cost or net
realizable value. The Company records an adjustment to the cost basis of inventory when evidence exists that the net realizable value of
inventory is lower than its cost, which occurs when the Company has excess and/or obsolete inventory. The Company’s model to estimate
excess and/or obsolete inventory is based on an analysis of existing inventory quantities on-hand compared to estimated future consumption.
Future consumption is estimated based upon assumptions about how historical consumption, recent purchases, backlog, and other factors
indicate future consumption.
We identified the evaluation of excess and obsolete inventory as a critical audit matter. There was subjective auditor judgement in evaluating
whether historical consumption reasonably indicates future consumption used by the Company in their determination that inventory is recorded
at the lower of its cost or net realizable value.
The following are the primary procedures we performed to address the critical audit matter. We evaluated the design and tested the operating
effectiveness of certain internal controls related to the Company’s excess and obsolete inventory process, including controls over the
determination of the assumptions used to estimate future consumption of inventory. We evaluated whether historical consumption reasonably
indicates future consumption by (1) examining historical write-down trends; (2) inspecting publicly available industry and market information to
assess relevant changes to the overall business environment; and (3) selected a sample of inventory items and for each selection we evaluated
whether the historical data accurately supported the Company’s estimate of future consumption.
/s/ KPMG LLP
We have served as the Company's auditor since 2011.
Portland, Oregon
February 21, 2025
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Table of Contents
ICHOR HOLDINGS, LTD.
Consolidated Balance Sheets
(dollars in thousands, except per share data)
December 27,
2024
December 29,
2023
Assets
Current assets:
Cash and cash equivalents
$
108,669 
$
79,955 
Accounts receivable, net
86,619 
66,721 
Inventories
250,102 
245,885 
Prepaid expenses and other current assets
7,230 
8,804 
Total current assets
452,620 
401,365 
Property and equipment, net
94,867 
92,755 
Operating lease right-of-use assets
44,461 
36,611 
Other non-current assets
15,182 
11,912 
Deferred tax assets, net
4,316 
3,148 
Intangible assets, net
48,716 
57,288 
Goodwill
335,402 
335,402 
Total assets
$
995,564 
$
938,481 
Liabilities and Shareholders’ Equity
Current liabilities:
Accounts payable
$
91,719 
$
60,490 
Accrued liabilities
15,992 
14,871 
Other current liabilities
8,965 
6,638 
Current portion of long-term debt
7,500 
7,500 
Current portion of lease liabilities
11,494 
9,463 
Total current liabilities
135,670 
98,962 
Long-term debt, less current portion, net
121,023 
241,183 
Lease liabilities, less current portion
34,189 
28,187 
Deferred tax liabilities, net
1,555 
1,169 
Other non-current liabilities
4,791 
4,303 
Total liabilities
297,228 
373,804 
Shareholders’ equity:
Preferred shares ($0.0001 par value; 20,000,000 shares authorized; zero shares issued and
outstanding)
— 
— 
Ordinary shares ($0.0001 par value; 200,000,000 shares authorized; 33,859,542 and 29,435,398
shares outstanding, respectively; 38,296,981 and 33,872,837 shares issued, respectively)
3 
3 
Additional paid in capital
606,060 
451,581 
Treasury shares at cost (4,437,439 shares)
(91,578)
(91,578)
Retained earnings
183,851 
204,671 
Total shareholders’ equity
698,336 
564,677 
Total liabilities and shareholders’ equity
$
995,564 
$
938,481 
See accompanying notes to consolidated financial statements.
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Table of Contents
ICHOR HOLDINGS, LTD.
Consolidated Statements of Operations
(dollars in thousands, except per share data)
Year Ended
December 27,
2024
December 29,
2023
December 30,
2022
Net sales
$
849,040 
$
811,120 
$
1,280,069 
Cost of sales
745,706 
707,724 
1,068,205 
Gross profit
103,334 
103,396 
211,864 
Operating expenses:
Research and development
23,018 
20,223 
19,564 
Selling, general, and administrative
79,384 
79,334 
88,572 
Amortization of intangible assets
8,572 
14,734 
17,905 
Total operating expenses
110,974 
114,291 
126,041 
Operating Income (loss)
(7,640)
(10,895)
85,823 
Interest expense, net
9,266 
19,379 
11,056 
Other expense (income), net
1,148 
804 
(563)
Income (Loss) before income taxes
(18,054)
(31,078)
75,330 
Income tax expense
2,766 
11,907 
2,526 
Net income (loss)
$
(20,820)
$
(42,985)
$
72,804 
Net income (loss) per share
Basic
$
(0.64)
$
(1.47)
$
2.54 
Diluted
$
(0.64)
$
(1.47)
$
2.51 
Shares used to compute Net income (loss) per share:
Basic
32,759,896
29,200,796
28,714,550
Diluted
32,759,896
29,200,796
28,963,031
See accompanying notes to consolidated financial statements.
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Table of Contents
ICHOR HOLDINGS, LTD.
Consolidated Statements of Shareholders’ Equity
(dollars in thousands)
Ordinary Shares
Additional
Paid-In
Capital
Treasury
Shares
Retained
Earnings
Total
Shareholders'
Equity
Shares
Amount
Shares
Amount
Balance at December 31, 2021
28,551,160 $
3  $
417,438 
4,437,439 $
(91,578) $
174,852  $
500,715 
Ordinary shares issued from exercise of stock
options
89,045
— 
1,937 
— 
— 
— 
1,937 
Ordinary shares issued from vesting of
restricted share units
179,679
— 
(2,813)
— 
— 
— 
(2,813)
Ordinary shares issued from employee share
purchase plan
42,065
— 
929 
— 
— 
— 
929 
Share-based compensation expense
—
— 
13,924 
— 
— 
— 
13,924 
Net income
—
— 
— 
— 
— 
72,804 
72,804 
Balance at December 30, 2022
28,861,949
3 
431,415 
4,437,439
(91,578)
247,656 
587,496 
Ordinary shares issued from exercise of stock
options
215,884
— 
4,467 
— 
— 
— 
4,467 
Ordinary shares issued from vesting of
restricted share units
259,944
— 
(3,672)
— 
— 
— 
(3,672)
Ordinary shares issued from employee share
purchase plan
97,621
— 
2,033 
— 
— 
— 
2,033 
Share-based compensation expense
—
— 
17,338 
— 
— 
— 
17,338 
Net loss
—
— 
— 
— 
— 
(42,985)
(42,985)
Balance at December 29, 2023
29,435,398
3 
451,581 
4,437,439
(91,578)
204,671 
564,677 
Ordinary shares issued, net of transaction
costs
3,833,334
— 
136,738 
— 
— 
— 
136,738 
Ordinary shares issued from exercise of stock
options
216,439
— 
5,301 
— 
— 
— 
5,301 
Ordinary shares issued from vesting of
restricted share units
293,331
— 
(5,443)
— 
— 
— 
(5,443)
Ordinary shares issued from employee share
purchase plan
81,040
— 
2,307 
— 
— 
— 
2,307 
Share-based compensation expense
—
— 
15,576 
— 
— 
— 
15,576 
Net loss
—
— 
— 
— 
(20,820)
(20,820)
Balance at December 27, 2024
33,859,542 $
3  $
606,060 
4,437,439 $
(91,578) $
183,851  $
698,336 
See accompanying notes to consolidated financial statements.
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Table of Contents
ICHOR HOLDINGS, LTD.
Consolidated Statements of Cash Flows
(in thousands)
Year Ended
December 27,
2024
 
December 29,
2023
 
December 30,
2022
Cash flows from operating activities:
Net income (loss)
$
(20,820)
$
(42,985)
$
72,804 
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation and amortization
30,744 
34,577 
35,100 
Share-based compensation
15,576 
17,338 
13,924 
Deferred income taxes
(782)
9,314 
(3,215)
Amortization of debt issuance costs
465 
465 
465 
Changes in operating assets and liabilities:
Accounts receivable, net
(19,898)
69,600 
6,669 
Inventories
(4,217)
37,775 
(47,527)
Prepaid expenses and other assets
2,343 
10,204 
4,508 
Accounts payable
29,110 
(50,974)
(50,175)
Accrued liabilities
929 
(9,766)
3,648 
Other liabilities
(5,570)
(17,916)
(4,748)
Net cash provided by operating activities
27,880 
57,632 
31,453 
Cash flows from investing activities:
Capital expenditures
(17,636)
(15,496)
(29,433)
Cash paid for acquisitions, net of cash acquired
— 
— 
500 
Net cash used in investing activities
(17,636)
(15,496)
(28,933)
Cash flows from financing activities:
Issuance of ordinary shares, net of fees
136,738 
— 
— 
Issuance of ordinary shares under share-based compensation plans
7,800 
7,521 
3,768 
Employees' taxes paid upon vesting of restricted share units
(5,443)
(3,672)
(2,813)
Borrowings on revolving credit facility
— 
— 
25,000 
Repayments on revolving credit facility
(115,000)
(45,000)
(10,000)
Repayments on term loan
(5,625)
(7,500)
(7,500)
Net cash provided by (used in) financing activities
18,470 
(48,651)
8,455 
Net increase (decrease) in cash
28,714 
(6,515)
10,975 
Cash at beginning of period
79,955 
86,470 
75,495 
Cash at end of period
$
108,669 
$
79,955 
$
86,470 
Supplemental disclosures of cash flow information:
Cash paid during the period for interest
$
11,650 
$
20,368 
$
10,590 
Cash paid during the period for taxes, net of refunds
$
3,333 
$
3,877 
$
3,285 
Supplemental disclosures of non-cash activities:
Capital expenditures included in accounts payable
$
4,961 
$
625 
$
1,543 
Right-of-use assets obtained in exchange for new operating lease liabilities, including those
acquired through acquisitions
$
16,418 
$
4,789 
$
17,889 
See accompanying notes to consolidated financial statements.
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Table of Contents
ICHOR HOLDINGS, LTD.
Notes to Consolidated Financial Statements
(dollar figures in tables in thousands, except per share data)
Note 1 – Organization and Summary of Significant Accounting Policies
Organization and Operations of the Company
Ichor Holdings, Ltd. and Subsidiaries (“we”, “us”, “our”, the “Company”) designs, develops, manufactures, and distributes gas and liquid delivery
subsystems and components purchased by capital equipment manufacturers for use in the semiconductor markets. We also provide precision-
machined components, weldments, electron beam and laser-welded components, precision vacuum and hydrogen brazing, and surface
treatment technologies, and other proprietary products. We are headquartered in Fremont, California and have operations in the United States,
the United Kingdom, Singapore, Malaysia, Korea, and Mexico.
On December 30, 2011, Ichor Systems Holdings, LLC consummated a sales transaction with Icicle Acquisition Holdings, LLC, a Delaware limited
liability company. Shortly after consummation of the sale transaction, Icicle Acquisition Holdings, LLC changed its name to Ichor Holdings, LLC.
In March 2012, Ichor Holdings, LLC completed a reorganization of its legal structure, forming Ichor Holdings, Ltd., a Cayman Islands entity. Ichor
Holdings, Ltd. is now the reporting entity and the ultimate parent company of the operating entities.
Basis of Presentation
These consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the U.S. (“GAAP”).
All intercompany balances and transactions have been eliminated upon consolidation. All dollar figures presented in tables in the notes to
consolidated financial statements are in thousands, except per share amounts.
Year End
We use a 52‑ or 53‑week fiscal year ending on the last Friday in December. The years ended December 27, 2024, December 29, 2023, and
December 30, 2022 were each 52 weeks. All references to 2024, 2023, and 2022 are references to the fiscal years then ended.
Use of Estimates
The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenue and expenses during the reporting periods presented. We base our estimates and judgments on historical
experience and on various other assumptions that we believe are reasonable under the circumstances. Actual results could differ from the
estimates made by management. Significant estimates include inventory valuation, uncertain tax positions, valuation allowance on deferred tax
assets, and impairment analyses for both definite‑lived intangible assets and goodwill.
Cash and Cash Equivalents
Cash and cash equivalents consist of deposits and financial instruments which are readily convertible into cash and have original maturities of
90 days or less at the time of acquisition.
Revenue Recognition
We recognize revenue when control of promised goods or services is transferred to our customers, in an amount that reflects the consideration
we expect to be entitled to in exchange for those goods or services. This amount is recorded as net sales in our consolidated statements of
operations.
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Table of Contents
Transaction price – In most of our contracts, prices are generally determined by a customer-issued purchase order and generally remain fixed
over the duration of the contract. Certain contracts contain variable consideration, including early-payment discounts and rebates. When a
contract includes variable consideration, we evaluate the estimate of the variable consideration to determine whether the estimate needs to be
constrained; therefore, we include the variable consideration in the transaction price only to the extent that it is probable that a significant
reversal will not occur. Variable consideration estimates are updated at each reporting date. Historically, we have not incurred significant costs to
obtain a contract. All amounts billed to a customer relating to shipping and handling are classified as net sales, while all costs incurred by us for
shipping and handling are classified as cost of sales.
Performance obligations – Substantially all of our performance obligations pertain to promised goods (“products”), which are primarily comprised
of fluid delivery subsystems, weldments, and other components. Most of our contracts contain a single performance obligation and are generally
completed within 12 months. Product sales are recognized at a point-in-time, upon "delivery," as such term is defined within the contract, which
is generally at the time of shipment, as that is when control of the promised good has transferred. Products are covered by a standard assurance
warranty, generally extended for a period of one to two years depending on the customer, which promises that delivered products conform to
contract specifications. As such, we account for such warranties under ASC 460, Guarantees, and not as a separate performance obligation.
Contract balances – Accounts receivable represents our unconditional right to receive consideration from our customers. Accounts receivable
are carried at invoice price less an estimate for doubtful accounts and estimated payment discounts. Payment terms vary by customer but are
generally due within 15 to 60 days. Historically, we have not incurred significant payment issues with our customers. We had no significant
contract assets or liabilities on our consolidated balance sheets in any of the periods presented.
Commitments and Contingencies
We are periodically involved in legal actions and claims that arise as a result of events that occur in the normal course of operations. The
ultimate resolution of these actions is not expected to have a material adverse effect on our financial position or results of operations.
We periodically enter into contractual arrangements with third parties that include indemnification obligations. Under these agreements, we may
be required to indemnify, hold harmless, and reimburse the indemnified parties for losses suffered or incurred by the indemnified party for third
party claims. These claims may arise from our breach of the agreement, our negligence or willful misconduct in connection with the agreement,
or from any claims related to trade secret, copyright, patent, or other intellectual property infringement with respect to our products. The
maximum potential amount of future payments under these indemnification obligations is difficult to determine or reasonably estimate due to the
varying terms of these obligations, the absence of a history of prior indemnification claims, the unique facts and circumstances surrounding each
contractual arrangement, and the contingency of potential liabilities, which depend on events that are not reasonably determinable. We do not
expect the potential indemnification obligations to have a material adverse effect on our financial position or results of operations.
Concentrations
Financial instruments that subject us to concentration risk consist of accounts receivable, accounts payable, and long-term debt. At
December 27, 2024 and December 29, 2023, four and three customers (with each single customer representing 10% or more of the balance of
accounts receivable) represented, in the aggregate, approximately 77% and 63%, respectively, of the balance of accounts receivable.
We establish an allowance for doubtful accounts based upon the credit risk of specific customers, historical trends, and other information. We
require collateral, typically cash, in the normal course of business if customers do not meet the criteria established for offering credit. If the
financial condition of our customers were to deteriorate and result in an impaired ability to make payments, additions to the allowance may be
required. Accounts receivable are written off when deemed uncollectible. Recoveries of accounts receivable previously written off are recorded
to income when received. Activity and balances related to our allowance for doubtful accounts was not significant during any period presented.
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Table of Contents
We use qualified manufacturers to supply many components and subassemblies of our products. We obtain the majority of our components from
a limited group of suppliers. A majority of the purchased components used in our products are customer specified. An interruption in the supply of
a particular component would have a temporary adverse impact on our operating results.
We maintain cash balances at global systematically important banks ("G-SIBs") in both United States and internationally. Cash balances in the
United States exceed amounts that are insured by the Federal Deposit Insurance Corporation ("FDIC"). The majority of the cash maintained in
foreign-based commercial banks is insured by the government where the foreign banking institutions are based. Cash held in foreign-based
commercial banks totaled $47.1 million and $59.7 million at December 27, 2024 and December 29, 2023, respectively, and at times exceeds
insured amounts. No losses have been incurred as of December 27, 2024 or December 29, 2023 for amounts exceeding the insured limits.
Fair Value Measurements
We estimate the fair value of financial assets and liabilities based upon comparison of such assets and liabilities to the current market values for
instruments of a similar nature and degree of risk. We utilize valuation techniques that maximize the use of observable inputs and minimize the
use of unobservable inputs to the extent possible. We determine fair value based on assumptions that market participants would use in pricing
an asset or liability in the principal or most advantageous market. When considering market participant assumptions in fair value measurements,
the following fair value hierarchy distinguishes between observable and unobservable inputs, which are categorized in one of the following
levels:
▪
Level 1 Inputs: Unadjusted quoted prices in active markets for identical assets or liabilities accessible to the reporting entity at the
measurement date
▪
Level 2 Inputs: Other than quoted prices included in Level 1 inputs that are observable for the asset or liability, either directly or indirectly,
for substantially the full term of the asset or liability
▪
Level 3 Inputs: Unobservable inputs for the asset or liability used to measure fair value to the extent that observable inputs are not
available, thereby allowing for situations in which there is little, if any, market activity for the asset or liability at the measurement date
There were no changes to our valuation techniques during 2024. We estimate the recorded value of our financial assets and liabilities
approximates fair value as of December 27, 2024 and December 29, 2023.
The carrying values of financial instruments including cash and cash equivalents, accounts receivable and accounts payable approximate their
fair values due to their short-term maturities. The carrying value of amounts borrowed under our credit facilities approximate their fair values
because the interest rates on these borrowings are floating.
We estimate the value of acquired intangible assets, on a nonrecurring basis, based on an income approach utilizing discounted cash flows.
Under this approach, we estimate the future cash flows from our asset groups and discount the income stream to its present value to arrive at
fair value. Future cash flows are based on recently prepared operating forecasts. Operating forecasts and cash flows include, among other
things, revenue growth rates that are calculated based on management’s forecasted sales projections. A discount rate is utilized to convert the
forecasted cash flows to their present value equivalent. The discount rate applied to the future cash flows includes a subject-company risk
premium, an equity market risk premium, a beta, and a risk-free rate. As this approach contains unobservable inputs, the measurement of fair
value for intangible assets is classified as Level 3.
Inventories
Inventories are stated at the lower of cost or net realizable value. The majority of our inventories are valued on a standard cost basis, which
approximates actual costs on a first-in, first-out basis. The remainder of our inventories are valued on an average cost basis, which
approximates actual costs on a first-in, first-out basis. Quarterly, we assess the value of our inventory and periodically write it down for excess
quantities or obsolescence to its estimated net realizable value. This assessment is based on estimated future consumption compared to
inventory quantities on-hand. The estimate for future consumption is based on how assumptions of historical consumption, recency of
purchases, backlog, and other factors indicate future consumption. Once the value of inventory is adjusted, the original cost of our inventory, less
the write-down, represents its new cost basis.
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Table of Contents
Property and Equipment
Property and equipment are stated at cost, less accumulated depreciation. Depreciation is computed using the straight-line method over the
following estimated useful lives:
Estimated useful
lives of property &
equipment
Machinery
5-10 years
Leasehold improvements
10 years
Computer software, hardware, and equipment
3-5 years
Office furniture, fixtures, and equipment
5-7 years
Vehicles
5 years
Maintenance and repairs that neither add material value to the asset nor appreciably prolong its useful life are charged to expense as incurred.
Gains or losses on the disposal of property and equipment are included in selling, general, and administrative expenses on the consolidated
statements of operations.
Leases
We determine if an arrangement is a lease, or contains a lease, at the inception of the arrangement. If we determine the arrangement is a lease,
or contains a lease, at lease inception, we then determine whether the lease is an operating lease or a finance lease. Operating and finance
leases result in recording a right-of-use (“ROU”) asset and lease liability on our consolidated balance sheets. ROU assets represent our right to
use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease. Operating
lease ROU assets and liabilities are recognized at the commencement date based on the present value of lease payments over the lease term.
For purposes of calculating operating lease ROU assets and operating lease liabilities, we use the non-cancellable lease term plus options to
extend that we are reasonably certain to take. Lease expense for operating lease payments is recognized on a straight-line basis over the lease
term. Our leases generally do not provide an implicit rate. As such, we use our incremental borrowing rate based on the information available at
commencement date in determining the present value of lease payments. This rate is generally consistent with the interest rate we pay on
borrowings under our credit facilities, as this rate approximates our collateralized borrowing capabilities over a similar term of lease payments.
We utilize the consolidated group incremental borrowing rate for all leases, as we have centralized treasury operations. We have elected not to
recognize ROU assets and lease liabilities that arise from short-term (12 months or less) leases for any class of underlying asset. We have
elected not to separate lease and non-lease components for any class of underlying asset.
Intangible Assets
We account for intangible assets that have a definite life and are amortized on a basis consistent with their expected cash flows over the
following estimated useful lives:
Estimated useful
lives of intangible
assets
Customer relationships
6-10 years
Developed technology
10 years
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Impairment of Long-Lived Assets
Long-lived assets, which include property and equipment, ROU assets and amortizable intangible assets are reviewed for impairment whenever
events or changes in circumstances indicate, in management’s judgment, that the carrying amount of an asset (or asset group) may not be
recoverable. In analyzing potential impairments, projections of future cash flows from the asset group are used to estimate fair value. If the sum
of the expected future undiscounted cash flows is less than the carrying amount of the asset group, a loss is recognized for the difference
between the estimated fair value and the carrying value of the asset group. During 2024, 2023, and 2022, we did not identify any triggering
events that would indicate impairment.
Goodwill
Goodwill represents the future economic benefits arising from other assets acquired in a business combination that are not individually identified
and separately recognized. We review goodwill for impairment annually and whenever events or changes in circumstances indicate the carrying
value of goodwill may not be recoverable. We first make a qualitative assessment of whether it is more likely than not that a reporting unit’s fair
value is less than its carrying amount before applying a quantitative goodwill impairment test. Under the quantitative test, the fair value of the
reporting unit is compared to its carrying value and an impairment loss is recognized for any excess of carrying amount over the reporting unit’s
fair value. Fair value of the reporting unit is determined using a discounted cash flow analysis. For purposes of testing goodwill for impairment,
we have concluded that we operate as one reporting unit.
We performed a qualitative goodwill assessment at December 27, 2024 and December 29, 2023. This assessment indicated that it was more
likely than not our reporting unit’s fair value exceeded its carrying value.
Research and Development Costs
Research and development costs are expensed as incurred.
Income Taxes
We recognize deferred income taxes using the asset and liability method of accounting for income taxes. Under the asset and liability method,
deferred income taxes are recognized for differences between the financial reporting and tax bases of assets and liabilities at enacted statutory
tax rates in effect for the years in which the differences are expected to reverse. The effect on deferred taxes of a change in tax rates is
recognized in income in the period that includes the enactment date. Valuation allowances are established when necessary to reduce deferred
tax assets to the amount expected to be realized.
When tax returns are filed, it is highly certain that some positions taken would be sustained upon examination by the taxing authorities, while
others may be subject to uncertainty about the merits of the position taken or the amount of the position that would be ultimately sustained. The
benefit of a tax position is recognized in the consolidated financial statements in the period during which, based on all available evidence,
management believes it is more likely than not that the position will be sustained upon examination, including the resolution of appeals or
litigation processes, if any. Tax positions taken are not offset or aggregated with other positions. Tax positions that meet the more-likely-than-not
recognition threshold are measured as the largest amount of tax benefit that is more than 50% likely of being realized upon settlement with the
applicable taxing authority. The portion of the benefits associated with tax positions taken that exceeds the amount measured as described
above is reflected as a liability for unrecognized tax benefits in our consolidated balance sheets along with any associated interest and penalties
that would be payable to the taxing authorities upon examination. We recognize interest and penalties as a component of income tax expense.
Foreign Operations
The functional currency of our international operations is the U.S. dollar. Transactions denominated in currencies other than the functional
currency generate foreign exchange gains and losses that are included in other expense (income), net on our consolidated statements of
operations. Substantially all of our sales contracts, and most of our agreements with third-party suppliers, provide for pricing and payment in U.S.
dollars. Accordingly, these transactions are not subject to material exchange rate fluctuations.
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Table of Contents
Accounting Pronouncements Recently Adopted
In November 2023, the FASB issued ASU 2023-07, Improvements to Reportable Segment Disclosures (Topic 280). This ASU updates reportable
segment disclosure requirements, primarily through enhanced disclosures about significant expenses. The ASU requires disclosures to include
significant segment expenses that are regularly provided to the chief operating decision maker (CODM), a description of other segment items by
reportable segment, and any additional measures of a segment's profit or loss used by the CODM when deciding how to allocate resources. The
ASU also requires all annual disclosures currently required by Topic 280 to be included in interim periods. The update is effective for fiscal years
beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted
and requires retrospective application to all prior periods presented in the financial statements. We adopted this standard in the fourth quarter of
2024 for the annual period ended December 27, 2024, and it did not have a material impact on our consolidated financial statements. The
standard is effective for our interim periods beginning in 2025.
Accounting Pronouncements Recently Issued
In December 2023, the FASB issued ASU 2023-09, Improvements to Income Tax Disclosures (Topic 740). The ASU is intended to enhance the
transparency, decision usefulness, and effectiveness of income tax disclosures. The ASU requires a public entity to disclose a tabular tax rate
reconciliation, using both percentages and currency, with specific categories. The ASU also requires a public entity to provide a qualitative
description of the states and local income tax category and the net amount of income taxes paid, disaggregated by federal, state, and foreign
taxes as well as by individual jurisdictions. The ASU is effective on a prospective basis for annual periods beginning after December 15, 2024,
and early adoption and retrospective application are permitted. We are currently evaluating the effect that the adoption of this ASU may have on
our consolidated financial statements.
In November 2024, the FASB issued ASU 2024-03, Disaggregation of Income Statement Expenses (Subtopic 220-40). The ASU requires
disaggregation of certain expense captions into specified natural expense categories in the disclosures within the notes to the financial
statements. In addition, it requires disclosure of selling expenses and its definition. The ASU is effective for fiscal years beginning after
December 15, 2026, and interim reporting periods beginning after December 15, 2027, with early adoption permitted. The guidance can be
applied either prospectively or retrospectively. We are currently evaluating the effect that the adoption of this ASU may have on our consolidated
financial statements.
Note 2 – Inventories
Inventories consist of the following:
December 27,
2024
December 29,
2023
Raw materials
$
197,975 
$
190,027 
Work in process
45,075 
36,849 
Finished goods
43,445 
47,449 
Excess and obsolete adjustment
(36,393)
(28,440)
Total inventories
$
250,102 
$
245,885 
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Table of Contents
The following table presents changes to our excess and obsolete adjustment:
Excess and obsolete
adjustment
Balance at December 31, 2021
$
(14,051)
Charge to cost of sales
(4,981)
Disposition of inventory
1,489 
Balance at December 30, 2022
(17,543)
Charge to cost of sales
(9,784)
Disposition of inventory
(1,113)
Balance at December 29, 2023
(28,440)
Charge to cost of sales
(8,584)
Disposition of inventory
631 
Balance at December 27, 2024
$
(36,393)
Note 3 – Property and Equipment
Property and equipment consist of the following:
December 27,
2024
December 29,
2023
Machinery
$
123,509 
$
113,529 
Leasehold improvements
48,487 
46,129 
Computer software, hardware, and equipment
8,707 
10,316 
Office furniture, fixtures, and equipment
1,593 
1,320 
Vehicles
395 
396 
Construction-in-process
12,612 
4,216 
195,303 
175,906 
Less accumulated depreciation
(100,436)
(83,151)
Total property and equipment, net
$
94,867 
$
92,755 
Depreciation expense for 2024, 2023, and 2022 was $21.0 million, $18.8 million, and $17.2 million, respectively.
Cloud Computing Implementation Costs
The Company incurs costs to implement cloud computing arrangements that are service contracts. In accordance with ASC 350-40, Goodwill
and other, Internal-Use Software, for cloud computing arrangements that meet the definition of a service contract, we capitalize qualifying
implementation costs incurred during the application development stage which are recorded in other non-current assets. To-date, these costs are
those incurred to implement a new company-wide ERP system. The balance of capitalized cloud computing implementation costs, net of
accumulated amortization, was $11.2 million and $8.1 million as of December 27, 2024 and December 29, 2023, respectively, and is included in
other non-current assets on our consolidated balance sheets. The related amortization expense was $1.2 million, $1.1 million, and $0.9 million
during 2024, 2023, and 2022, respectively, and is included in selling, general, and administrative expense on our consolidated statements of
operations.
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Table of Contents
Note 4 – Intangible Assets and Goodwill
Definite-lived intangible assets consist of the following:
December 27, 2024
Gross value
Accumulated
amortization
Accumulated
impairment
charges
Carrying
amount
Weighted
average
useful life
Customer relationships
$
73,142 
$
(28,779)
$
— 
$
44,363 
9.9 years
Developed technology
11,047 
(6,694)
— 
4,353 
10.0 years
Total intangible assets
$
84,189 
$
(35,473)
$
— 
$
48,716 
December 29, 2023
Gross value
Accumulated
amortization
Accumulated
impairment
charges
Carrying
amount
Weighted
average
useful life
Customer relationships
$
105,542 
$
(53,680)
$
— 
$
51,862 
8.7 years
Developed technology
11,047 
(5,621)
— 
5,426 
10.0 years
Total intangible assets
$
116,589 
$
(59,301)
$
— 
$
57,288 
Future projected annual amortization expense consists of the following:
Future
amortization
expense
2025
$
8,312 
2026
7,729 
2027
7,289 
2028
7,055 
2029
6,579 
Thereafter
11,752 
$
48,716 
The following tables present the changes to goodwill:
Goodwill
Balance at December 31, 2021
$
335,902 
Acquisitions
(500)
Balance at December 30, 2022
335,402 
Acquisitions
— 
Balance at December 29, 2023
335,402 
Acquisitions
— 
Balance at December 27, 2024
$
335,402 
Note 5 – Leases
We lease facilities under various non-cancellable operating leases expiring through 2037. In addition to base rental payments, we are generally
responsible for our proportionate share of operating expenses, including facility maintenance, insurance, and property taxes. As these amounts
are variable, they are not included in lease liabilities. As of December 27, 2024, we had no operating leases executed for which the rental period
had not yet commenced.
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Table of Contents
The components of lease expense are as follows:
Year Ended
December 27,
2024
December 29,
2023
December 30,
2022
Operating lease cost
$
10,009 
$
9,656 
$
8,760 
Supplemental cash flow information related to leases is as follows:
Year Ended
December 27,
2024
December 29,
2023
December 30,
2022
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases
$
9,834 
$
9,494 
$
8,164 
Supplemental balance sheet information related to leases is as follows:
December 27,
2024
December 29,
2023
Weighted-average remaining lease term of operating leases
6.1 years
4.6 years
Weighted-average discount rate of operating leases
4.7%
3.4%
Future minimum lease payments under non-cancellable leases as of December 27, 2024 are as follows:
2025
$
11,494 
2026
11,097 
2027
10,232 
2028
5,619 
2029
3,170 
Thereafter
12,268 
Total future minimum lease payments
53,880 
Less imputed interest
(8,197)
Total lease liabilities
45,683 
Less current portion
(11,494)
Total lease Liabilities, less current portion
$
34,189 
Note 6 – Income Taxes
Income (loss) before tax was as follows:
Year Ended
December 27,
2024
December 29,
2023
December 30,
2022
United States
$
(58,245)
$
(69,040)
$
(353)
Foreign
40,191 
37,962 
75,683 
Income (loss) before tax
$
(18,054)
$
(31,078)
$
75,330 
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Table of Contents
Significant components of income tax expense consist of the following:
Year Ended
December 27,
2024
December 29,
2023
December 30,
2022
Current:
Federal
$
(115)
$
(56)
$
1,605 
State
585 
16 
912 
Foreign
3,078 
2,633 
3,224 
Total current tax expense
3,548 
2,593 
5,741 
Deferred:
Federal
326 
8,471 
(2,604)
State
62 
1,529 
(45)
Foreign
(1,170)
(686)
(566)
Total deferred tax expense (benefit)
(782)
9,314 
(3,215)
Income tax expense
$
2,766 
$
11,907 
$
2,526 
The reconciliation of income tax computed at the U.S. federal statutory tax rates to income tax expense consist of the following:
Year Ended
December 27,
2024
December 29,
2023
December 30,
2022
Effective rate reconciliation:
U.S. federal tax expense
$
(3,791)
$
(6,527)
$
15,819 
State income taxes, net
(781)
(1,713)
752 
Permanent items
1,508 
928 
248 
Foreign rate differential
(745)
(1,190)
(2,595)
Tax holiday
(7,078)
(4,962)
(11,676)
Credits
(1,683)
(1,661)
(1,882)
Tax contingencies
475 
(331)
462 
Share-based compensation
(441)
(122)
166 
Withholding tax
815 
717 
1,170 
Other, net
244 
(763)
112 
Valuation allowance
14,243 
27,531 
(50)
Income tax expense
$
2,766 
$
11,907 
$
2,526 
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Table of Contents
Deferred income tax assets and liabilities consist of the following:
December 27,
2024
December 29,
2023
Deferred tax assets:
Inventory
$
8,701 
$
7,962 
Share-based compensation
3,103 
3,563 
Accrued payroll
1,580 
1,306 
Net operating loss carryforwards
16,817 
8,092 
Tax credits
6,678 
4,987 
Interest carryforwards
6,298 
4,099 
Capitalized research expenses
9,838 
7,096 
Intercompany interest
2,906 
2,758 
Operating lease liabilities
11,140 
9,379 
Other assets
534 
663 
Deferred tax assets
67,595 
49,905 
Valuation allowance
(42,281)
(28,038)
Total deferred tax assets
25,314 
21,867 
Deferred tax liabilities:
Intangible assets
(5,438)
(3,631)
Property, plant and equipment
(5,851)
(6,743)
Operating lease right-of-use assets
(10,890)
(9,149)
Other liabilities
(374)
(365)
Total deferred tax liabilities
(22,553)
(19,888)
Net deferred tax asset
$
2,761 
$
1,979 
At December 27, 2024, we had federal, state, and foreign net operating loss carryforwards ("NOLs") of $66.1 million, $42.4 million and $2.0
million, respectively. The federal NOLs carry forward indefinitely. The state and foreign NOLs, if not utilized, will begin to expire in 2028 and
2034, respectively. At December 27, 2024, we had federal and state research and development credits of $2.5 million and $0.3 million,
respectively, which, if not utilized, will begin to expire in 2042 and 2029, respectively. At December 27, 2024, we had foreign tax credits of $2.1
million, which, if not utilized, will begin to expire in 2032.
We have determined the amount of our valuation allowance based on our estimates of taxable income by jurisdiction in which we operate over
the periods in which the related deferred tax assets will be recoverable. As of December 27, 2024, we believe it is not more-likely-than-not that
our U.S. entities will generate sufficient taxable income to offset reversing deductible timing differences and to fully utilize carryforward tax
attributes. Accordingly, we have recorded a valuation allowance against U.S. federal and state deferred tax assets, net of deferred tax liabilities
related to indefinite-lived intangible assets for which no future realization can be expected.
We were granted a tax holiday for our Singapore operations, which expires in 2026. The net impact of the tax holiday in Singapore as compared
to the Singapore statutory rate was a benefit of $7.1 million, $5.0 million, and $11.7 million during 2024, 2023, and 2022, respectively. Our
income tax fluctuates based on the geographic mix of earnings and is calculated quarterly based on actual results pursuant to ASC Topic
740‑270.
We recognize tax benefits from uncertain tax positions when it is more likely than not that the position will be sustained upon examination. As of
December 27, 2024, we had reserves of $3.3 million related to these uncertain tax positions, which are included in the balance of other non-
current liabilities on the accompanying consolidated balance sheet. If recognized, $1.5 million of this amount would impact our effective tax rate.
We expect a decrease to this reserve of $0.2 million over the next 12 months.
We recognize estimated accrued interest and penalties related to these unrecognized tax benefits in income tax expense. In 2024, we
recognized a net increase of $0.2 million in estimated interest and penalties. At December 27, 2024, we had approximately zero and $0.6 million
of accrued estimated interest and penalties, which are excluded from the unrecognized tax benefits table below.
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Table of Contents
The following table summarizes the activity related to our unrecognized tax benefits:
Unrecognized
tax benefits
Balance at December 31, 2021
$
2,995 
Increase related to current year tax positions
689 
Decrease in tax positions related to lapse of statute of limitations
(89)
Balance at December 30, 2022
3,595 
Increase related to current year tax positions
488 
Decrease in tax positions related to lapse of statute of limitations
(10)
Decrease in tax positions related to settlements
(916)
Balance at December 29, 2023
3,157 
Increase related to current year tax positions
435 
Decrease in tax positions related to lapse of statute of limitations
(336)
Balance at December 27, 2024
$
3,256 
We assert indefinite reinvestment of our U.S. and Netherlands unremitted earnings. With regard to these unremitted earnings, we have not, nor
do we anticipate the need to repatriate funds from the U.S. to the Netherlands or from the Netherlands to the Cayman entity to satisfy liquidity
needs. Determination of the amount of unrecognized withholding tax liability related to the indefinitely reinvested earnings is not practicable.
Our three major filing jurisdictions are the United States, Singapore, and Malaysia. We are no longer subject to U.S. Federal examination for tax
years ending before 2021, to state examinations before 2020, or to foreign examinations before 2020. However, to the extent allowed by law, the
tax authorities may have the right to examine prior periods where net operating losses or tax credits were generated and carried forward, and
make adjustments up to the amount of the net operating losses or credit carryforward. As of December 27, 2024, we were under examination by
the California tax authorities for fiscal years 2020-2022.
Note 7 – Employee Benefit Programs
401(k) Plan
We sponsor a 401(k) plan available to employees of our U.S.‑based subsidiaries. Participants may make salary deferral contributions not to
exceed 50% of a participant’s annual compensation or the maximum amount otherwise allowed by law. Eligible employees receive a
discretionary matching contribution equal to 50% of a participant’s deferral, up to an annual maximum of 4% of a participant’s annual
compensation. For 2024, 2023, and 2022, matching contributions were $2.6 million, $2.7 million, and $3.0 million, respectively.
Note 8 – Long-Term Debt
Long-term debt consists of the following:
December 27,
2024
December 29,
2023
Term loan
$
129,375 
$
135,000 
Revolving credit facility
— 
115,000 
Total principal amount of long-term debt
129,375 
250,000 
Less unamortized debt issuance costs
(852)
(1,317)
Total long-term debt, net
128,523 
248,683 
Less current portion
(7,500)
(7,500)
Total long-term debt, less current portion, net
$
121,023 
$
241,183 
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Table of Contents
Maturities of long-term debt consist of the following:
2025
$
7,500 
2026
121,875 
Total
$
129,375 
The weighted average interest rate across our credit facilities was 7.31%, 6.80%, and 3.37% during 2024, 2023, and 2022, respectively.
On October 29, 2021, we entered into an amended and restated credit agreement, which includes a group of financial institutions as direct
lenders underlying the agreement that was subsequently amended on September 30, 2024 (the "credit agreement"). The credit agreement
includes a $150.0 million term loan facility and a $250.0 million revolving credit facility (together, “credit facilities”). Term loan payments of $1.9
million are due on a quarterly basis. The credit agreement matures on October 29, 2026.
Our credit agreement is secured by our tangible and intangible assets and includes customary representations, warranties, and covenants. We
are required to maintain a minimum fixed charge coverage ratio of 1.25 : 1 and a maximum leverage ratio of 3.50 : 1.
Interest is charged at either the Base Rate or SOFR (as such terms are defined in the credit agreement) at our option, plus an applicable margin.
The Base Rate is equal to the higher of i) the Prime Rate, ii) the Federal Funds Rate plus 0.5%, or iii) SOFR plus 1.00%. The applicable margin
on Base Rate and SOFR loans is 0.375‑1.375% and 1.375‑2.375% per annum, respectively, depending on our leverage ratio, which is based on
trailing 12‑month EBITDA, as defined in our credit agreement. We are also charged a commitment fee of 0.175-0.350%, depending on our
leverage ratio, on the unused portion of our revolving credit facility. Base Rate interest payments and commitment fees are due quarterly. SOFR
rate interest payments are due on the last day of the applicable interest period, or quarterly for applicable interest periods longer than three
months. At December 27, 2024, our credit facilities bore interest under the SOFR option of 6.56%.
Prior to September 30, 2024, the variable, or floating, portion of our borrowing rate was based on BSBY instead of SOFR.
Note 9 – Share-Based Compensation
2016 Plan
In December 30, 2016, we adopted the 2016 Omnibus Incentive Plan (“the 2016 Plan”). The 2016 Plan provides for grants of share‑based
awards to employees, directors, and consultants. Under the 2016 Plan, 1,888,000 ordinary shares were reserved for issuance. The number of
shares reserved for issuance under the 2016 Plan increases annually beginning in fiscal year 2018 by the lesser of (i) 2% of the ordinary shares
outstanding on the last day of the immediately preceding fiscal year or (ii) such amount determined by our Board of Directors. Awards may be in
the form of share call options (“options”), restricted share units (“RSUs”), and other share‑based awards. Forfeited or expired awards are
returned to the incentive plan pool for future grants.
Share‑based compensation expense across all plans for options, RSUs, and employee share purchase rights was $15.6 million, $17.3 million,
and $13.9 million during 2024, 2023, and 2022, respectively.
Stock Options
Options are valued based on the Black-Scholes-Merton model on the date of grant. The risk-free interest rate is based on the U.S. Treasury
rates in effect on the date of grant. Estimated volatility is based on the historical volatility of our ordinary shares. Options generally vest over 4
years, with 25% vesting on the first grant-date anniversary and the remaining vesting on a quarterly basis over the remaining 3 years. Options
granted under the 2016 Plan have a contractual term of 7 years.
F-20

Table of Contents
The following table summarizes option activity:
Number of Stock
Options
Service
condition
Weighted average
exercise price
per share
Weighted average
remaining
contractual term
Aggregate intrinsic
value
Outstanding, December 29, 2023
582,163 $
24.36 
Exercised
(216,439) $
24.49 
Forfeited or expired
(639) $
21.76 
Outstanding, December 27, 2024
365,085 $
24.28 
1.1 years
$
2,623 
Exercisable, December 27, 2024
365,085 $
24.28 
1.1 years
$
2,623 
The intrinsic value of options exercised are as follows:
Year Ended
December 27,
2024
December 29,
2023
December 30,
2022
Total intrinsic value of options exercised
$
3,276 
$
3,041 
$
1,232 
At December 27, 2024, there was no unrecognized share-based compensation expense relating to options.
Restricted Share Units
RSUs are valued based on the closing market price of our ordinary shares on the date of grant. RSUs that vest pursuant to a service condition
generally vest over 4 years, with 25% vesting on the first grant-date anniversary and the remaining vesting on a quarterly basis over the
remaining 3 years. RSUs that vest pursuant to a performance condition are generally earned over 3 years, depending on the achievement of
certain financial and non-financial targets, and vest on or around the third grant-date anniversary. RSUs that vest pursuant to a market condition
are valued based on a Monte Carlo simulation model and generally earned over 3 years based on a relative total shareholder return model and
vest on or around the third grant-date anniversary. Upon vesting of RSUs, employees may elect to have shares withheld to cover statutory
minimum withholding taxes. Shares withheld are not reflected as an issuance of ordinary shares within our consolidated statements of
shareholders’ equity, as the shares were never issued, and the associated tax payments are reflected as financing activities within our
consolidated statements of cash flows.
The following table summarizes RSU activity:
Number of RSUs
Service
condition
Performance
condition
Market
condition
Weighted average
grant-date fair
value per share
Unvested, December 29, 2023
1,088,083
97,299
171,101 $
30.37 
Granted
455,023
100,941
62,776 $
39.61 
Vested
(432,280)
(6,609)
(8,617) $
31.68 
Forfeited
(79,371)
(13,021)
(23,419) $
30.36 
Unvested, December 27, 2024
1,031,455
178,610
201,841 $
33.92 
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Table of Contents
Fair value information for RSUs granted and vested is as follows:
Year Ended
December 27,
2024
December 29,
2023
December 30,
2022
Weighted average grant-date fair value per share of RSUs granted
$
39.61 
$
30.70 
$
27.24 
Total grant-date fair value of shares vested
$
14,177 
$
11,550 
$
9,644 
At December 27, 2024, total unrecognized share-based compensation expense relating to RSUs was $34.8 million, with a weighted average
remaining service period of 2.5 years.
2017 ESPP
In May 2017, we adopted the 2017 Employee Stock Purchase Plan (the “2017 ESPP”). The 2017 ESPP grants employees the ability to
designate a portion of their base-pay to purchase ordinary shares at a price equal to 85% of the fair market value of our ordinary shares on the
first or last day of each 6 month purchase period. Purchase periods begin on January 1 or July 1 and end on June 30 or December 31, or the
next business day if such date is not a business day. Shares are purchased on the last day of the purchase period. As of December 27, 2024,
2.1 million ordinary shares remained eligible for issuance under the 2017 ESPP.
The table below sets forth the weighted average assumptions used to measure the fair value of 2017 ESPP rights:
Year Ended
December 27,
2024
December 29,
2023
December 30,
2022
Weighted average expected term
0.5 years
0.5 years
0.5 years
Risk-free interest rate
5.3%
5.1%
1.4%
Dividend yield
0.0%
0.0%
0.0%
Volatility
60.4%
63.4%
63.8%
We recognize share-based compensation expense associated with the 2017 ESPP over the duration of the purchase period. We recognized
$1.0 million, $0.9 million, and $1.0 million of share-based compensation expense associated with the 2017 ESPP during 2024, 2023, and 2022,
respectively. At December 27, 2024, there was no unrecognized share-based compensation expense related to the 2017 ESPP.
Note 10 – Segment Information
We operate as a single business operating segment, which includes all activities related to the design, engineering, and manufacturing of critical
fluid delivery subsystems and components for semiconductor capital equipment. Accordingly, we report as one reportable segment. The
determination of a single business operating segment is consistent with the consolidated financial information regularly provided to our chief
operating decision maker (“CODM”). The consolidated financial information provided to our CODM does not contain significant disaggregated
expenses outside of what is already disclosed in our statements of operations and notes thereto included in these consolidated financial
statements. Our CODM is our Chief Executive Officer, and the CODM reviews and evaluates consolidated net income for purposes of assessing
performance, making operating decisions, allocating resources, and planning and forecasting for future periods.
Foreign operations are conducted primarily through our wholly owned subsidiaries in Singapore and Malaysia, and to a lesser degree, Scotland,
Korea, and Mexico. Our principal markets include North America, Asia, and to a lesser degree, Europe.
F-22

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The following table sets forth sales by geographic area, which represents sales to unaffiliated customers based upon the location to which the
products were shipped:
Year Ended
December 27,
2024
December 29,
2023
December 30,
2022
Singapore
$
353,219 
$
318,790 
$
460,569 
United States of America
268,946 
281,298 
572,129 
Europe
98,855 
116,316 
109,547 
Other
128,020 
94,716 
137,824 
Total net sales
$
849,040 
$
811,120 
$
1,280,069 
The following table sets forth our major customers with 10% or more of sales, which comprised 73%, 82%, and 79% of net sales in 2024, 2023,
and 2022, respectively:
Year Ended
December 27,
2024
December 29,
2023
December 30,
2022
Lam Research
$
319,099 
$
286,836 
$
616,391 
Applied Materials
$
300,263 
$
295,082 
$
396,261 
ASML (1)
—
$
85,589 
—
(1) ASML did not represent 10% or more of sales in 2024 and 2022.
Foreign long-lived assets, exclusive of deferred tax assets, were $62.5 million and $48.2 million at December 27, 2024 and December 29, 2023,
respectively.
Note 11 – Earnings per Share
The following table sets forth the computation of our basic and diluted net income (loss) per share and a reconciliation of the numerator and
denominator used in the calculation:
Year Ended
December 27,
2024
December 29,
2023
December 30,
2022
Numerator:
Net income (loss)
$
(20,820)
$
(42,985)
$
72,804 
Denominator:
Basic weighted average ordinary shares outstanding
32,759,896
29,200,796
28,714,550
Dilutive effect of options
— 
— 
165,855
Dilutive effect of RSUs
— 
— 
74,853
Dilutive effect of ESPP
— 
— 
7,773
Diluted weighted average ordinary shares outstanding
32,759,896
29,200,796
28,963,031
Securities excluded from the calculation of diluted weighted average ordinary
shares outstanding (1)
2,557,000
2,632,000
959,000
Earnings per share:
Net income (loss) per share:
Basic
$
(0.64)
$
(1.47)
$
2.54 
Diluted
$
(0.64)
$
(1.47)
$
2.51 
(1) Represents potentially dilutive options and RSUs that were excluded from the calculation of net income per share, because including
them would have been antidilutive under the treasury stock method.
F-23

Table of Contents
EXHIBIT INDEX
The following exhibits are filed with this Form 10‑K or are incorporated herein by reference:
Exhibit
Number
Description of Exhibit
2.1
Agreement and Plan of Merger, dated November 11, 2021, by and among Ichor Systems, Inc., Incline Merger Sub, LLC, IMG Companies,
LLC, and Brian J. Miller (solely in his capacity as the Equityholders’ Representative thereunder) (Incorporated by reference to Exhibit 10.1 to
Ichor Holdings, Ltd.’s Current Report on Form 8‑K filed with the Securities and Exchange Commission on November 16, 2021).
3.1
Amended and Restated Memorandum and Articles of Association of Ichor Holdings, Ltd., effective as of May 24, 2022 (Incorporated by
reference to Exhibit 3.1 to Ichor Holdings, Ltd.'s Annual Report on Form 10-K filed with the Securities and Exchange Commission on
February 24, 2023).
4.1
Description of Securities of Ichor Holdings, Ltd. (Incorporated by reference to Exhibit 4.1 to Ichor Holdings, Ltd.'s Annual Report on Form 10-
K filed with the Securities and Exchange Commission on February 24, 2023).
10.1
Second Amended and Restated Credit Agreement, dated as of October 29, 2021, by and among Icicle Acquisition Holding B.V., Ichor
Holdings, LLC, and Ichor Systems, Inc. as borrowers, Bank of America, N.A., as administrative agent, and the financial institutions party
thereto, as lenders (Incorporated by reference to Exhibit 10.1 to Ichor Holdings, Ltd.’s Annual Report on Form 10‑K filed with the Securities
and Exchange Commission on February 28, 2022).
10.2*
First Amendment to Second Amended and Restated Credit Agreement, dated as of September 30, 2024, by and among Ichor Systems, Inc.,
as borrower representative, and Bank of America, N.A., as administrative agent.
10.3+
Ichor Holdings, Ltd. 2016 Omnibus Incentive Plan (Incorporated by reference to Exhibit 10.11 to Ichor Holdings, Ltd.’s Amendment No. 2 to
Registration Statement on Form S‑1 filed with the Securities and Exchange Commission on November 29, 2016).
10.4+
Form of Incentive Stock Option Agreement (Incorporated by reference to Exhibit 10.12 to Ichor Holdings, Ltd.’s Amendment No. 2 to
Registration Statement on Form S‑1 filed with the Securities and Exchange Commission on November 29, 2016).
10.5+
Form of Restricted Stock Agreement (Incorporated by reference to Exhibit 10.13 to Ichor Holdings, Ltd.’s Amendment No. 2 to Registration
Statement on Form S‑1 filed with the Securities and Exchange Commission on November 29, 2016).
10.6+
Form of Nonqualified Stock Option Agreement (Incorporated by reference to Exhibit 10.14 to Ichor Holdings, Ltd.’s Amendment No. 2
Registration Statement on Form S‑1 filed with the Securities and Exchange Commission on November 29, 2016).
10.7+
Offer Letter, dated as of January 8, 2013, by and between Ichor Systems, Inc. and Philip Barros (Incorporated by reference to Exhibit 10.16
to Ichor Holdings, Ltd.’s Registration Statement on Form S‑1 filed with the Securities and Exchange Commission on November 14, 2016).
10.8+
Offer Letter, dated as of September 30, 2015, by and between Ichor Systems, Inc. and Philip Barros (Incorporated by reference to Exhibit
10.17 to Ichor Holdings, Ltd.’s Registration Statement on Form S‑1 filed with the Securities and Exchange Commission on November 14,
2016).
10.10*
Amended and Restated Select Severance Plan, dated as of November 22, 2024, by and among Ichor Holdings, Ltd. and certain officers and
directors party thereto.
10.11+
Offer Letter, dated November 20, 2019, between Ichor Systems, Inc. and Jeffrey Andreson (Incorporated by reference to Exhibit 10.12 to
Ichor Holdings, Ltd.’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 6, 2020).
10.12+
Letter Agreement, dated December 23, 2021 between Ichor Systems, Inc. and Thomas Rohrs (Incorporated by reference to Exhibit 10.11 to
Ichor Holdings, Ltd.’s Annual Report on Form 10‑K filed with the Securities and Exchange Commission on February 28, 2022).
10.13+
Offer Letter, dated April 24, 2019, between Ichor Systems, Inc. and Christopher Smith (Incorporated by reference to Exhibit 10.12 to Ichor
Holdings, Ltd.'s Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 23, 2024).
10.14+
Offer Letter, dated November 15, 2022, between Ichor Systems, Inc. and Bruce Ragsdale (Incorporated by reference to Exhibit 10.1 to Ichor
Holdings, Ltd.’s Current Report on Form 8‑K filed with the Securities and Exchange Commission on November 28, 2022).
10.15+
Offer Letter, dated July 6, 2023, between Ichor Systems, Inc. and Gregory F. Swyt (Incorporated by reference to Exhibit 10.1 to the Current
Report on Form 8-K filed with the SEC on July 10, 2023).
19.1*
Ichor Holdings, Ltd. Insider Trading Policy, dated November 9, 2021.

Table of Contents
21.1*
List of subsidiaries.
23.1*
Consent of KPMG LLP.
31.1*
Certifications of Chief Executive Officer of the Company under Rule 13a‑14(a) of the Securities Exchange Act of 1934, as amended, as
adopted pursuant to Section 302 of the Sarbanes‑Oxley Act of 2002.
31.2*
Certifications of Chief Financial Officer of the Company under Rule 13a‑14(a) of the Securities Exchange Act of 1934, as amended, as
adopted pursuant to Section 302 of the Sarbanes‑Oxley Act of 2002.
32.1**
Certifications of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes‑Oxley Act
of 2002. This certification accompanies this report and shall not, except to the extent required by the Sarbanes‑Oxley Act of 2002, be
deemed filed for purposes of §18 of the Securities Exchange Act of 1934, as amended.
32.2**
Certifications of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes‑Oxley Act
of 2002. This certification accompanies this report and shall not, except to the extent required by the Sarbanes‑Oxley Act of 2002, be
deemed filed for purposes of §18 of the Securities Exchange Act of 1934, as amended.
97.1
Ichor Holdings, Ltd. Clawback Policy (Incorporated by reference to Exhibit 97.1 to Ichor Holdings, Ltd.'s Annual Report on Form 10-K filed
with the Securities and Exchange Commission on February 23, 2024).
101.INS*
Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because XBRL tags are embedded
within the Inline XBRL document.
101.SCH*
Inline XBRL Taxonomy Extension Schema Document.
101.CAL*
Inline XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF*
Inline XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB*
Inline XBRL Taxonomy Extension Label Linkbase Document.
101.PRE*
Inline XBRL Taxonomy Extension Presentation Linkbase Document.
104*
Cover Page Interactive Data File (embedded within the Inline XBRL document contained in Exhibit 101).
_____________________________________________
*    Filed herewith
**    Furnished herewith
+     A management contract or compensatory arrangement required to be filed as an exhibit pursuant to Item 601 of Regulation S‑K

Table of Contents
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be
signed on its behalf by the undersigned, thereunto duly authorized.
Dated: February 21, 2025
ICHOR HOLDINGS, LTD.
By:
/s/ Jeffrey S. Andreson
Jeffrey S. Andreson
Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of
the registrant and in the capacities and on the dates indicated.
Signature
Name and Title
Date
 
/s/ Jeffrey S. Andreson
Chief Executive Officer and Director (Principal
Executive Officer)
February 21, 2025
Jeffrey S. Andreson
/s/ Greg Swyt
Chief Financial Officer (Principal Accounting and
Financial Officer)
February 21, 2025
Greg Swyt
/s/ Thomas M. Rohrs
Executive Chairman and Director
February 21, 2025
Thomas M. Rohrs
/s/ Iain MacKenzie
Lead Independent Director
February 21, 2025
Iain MacKenzie
/s/ Marc Haugen
Director
February 21, 2025
Marc Haugen
/s/ John Kispert
Director
February 21, 2025
John Kispert
/s/ Laura Black
Director
February 21, 2025
Laura Black
/s/ Wendy Arienzo
Director
February 21, 2025
Wendy Arienzo
/s/ Sarah O’Dowd
Director
February 21, 2025
Sarah O’Dowd
/s/ Jorge Titinger
Director
February 21, 2025
Jorge Titinger
/s/ Yuval Wasserman
Director
February 21, 2025
Yuval Wasserman

Exhibit 10.2
Conformed Credit Agreement (Exhibit A to First Amendment)
Published CUSIP: 45113HAJ0
SECOND AMENDED AND RESTATED CREDIT AGREEMENT
Dated as of October 29, 2021
Among
ICICLE ACQUISITION HOLDING B.V.
as Holdings,
ICHOR HOLDINGS, LLC
and
ICHOR SYSTEMS, INC.
as the Borrowers,
The Other Loan Parties Party Hereto,
BANK OF AMERICA, N.A.,
as Administrative Agent, Swing Line Lender and
L/C Issuer,
and
The Other Lenders Party Hereto
Arranged By:
BOFA SECURITIES, INC.
TRUIST SECURITIES, INC.
and
JPMORGAN CHASE BANK, N.A.,
as Joint Lead Arrangers and Joint Bookrunners
TRUIST BANK
and
JPMORGAN CHASE BANK, N.A.,
as Syndication Agents
REGIONS BANK
and
U.S. BANK, NATIONAL ASSOCIATION,
as Documentation Agents
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TABLE OF CONTENTS
Section    Page
ARTICLE I DEFINITIONS AND ACCOUNTING TERMS    1
1.01    Defined Terms    1
1.02    Other Interpretive Provisions    46
1.03    Accounting Terms    46
1.04    Rounding    47
1.05    Times of Day; Rates    47
1.06    Letter of Credit Amounts    47
1.07    Currency Equivalents Generally    48
1.08    Accounting for Acquisitions and Dispositions    48
1.09    Reallocation of Revolving Credit Loans on the Restatement Date    49
1.10    Division.    50
ARTICLE II THE COMMITMENTS AND CREDIT EXTENSIONS    50
2.01    The Loans    50
2.02    Borrowings, Conversions and Continuations of Loans    50
2.03    Letters of Credit    52
2.04    Swing Line Loans    61
2.05    Prepayments    64
2.06    Termination or Reduction of Commitments    67
2.07    Repayment of Loans    68
2.08    Interest    69
2.09    Fees    70
2.10    Computation of Interest and Fees    70
2.11    Evidence of Debt    70
2.12    Payments Generally; Administrative Agent’s Clawback    71
2.13    Sharing of Payments by Lenders    73
2.14    Extensions of Term Loans and Revolving Credit Commitments    74
2.15    Increase in Commitments    77
2.16    Cash Collateral    80
2.17    Defaulting Lenders    81
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2.18    Joint and Several    83
2.19    Borrower Representative    84
2.20    Designated Lenders    84
2.21    Financial Statement Adjustments or Restatements    85
ARTICLE III TAXES, YIELD PROTECTION AND ILLEGALITY    85
3.01    Taxes    85
3.02    Illegality; Designated Lenders    91
3.03    Inability to Determine Rates    92
3.04    Increased Costs.    94
3.05    Compensation for Losses    95
3.06    Mitigation Obligations; Replacement of Lenders    96
3.07    Survival    96
ARTICLE IV CONDITIONS PRECEDENT TO CREDIT EXTENSIONS    96
4.01    Conditions of Initial Credit Extension    96
4.02    Conditions to All Credit Extensions    100
ARTICLE V REPRESENTATIONS AND WARRANTIES    100
5.01    Existence, Qualification and Power    100
5.02    Authorization; No Contravention    100
5.03    Governmental Authorization; Other Consents    101
5.04    Binding Effect    101
5.05    Financial Statements; No Material Adverse Effect    101
5.06    Litigation    102
5.07    No Default    102
5.08    Ownership of Property    102
5.09    Environmental Compliance    103
5.10    Insurance    104
5.11    Taxes    104
5.12    ERISA Compliance    104
5.13    Subsidiaries; Equity Interests; Loan Parties    105
5.14    Margin Regulations; Investment Company Act    106
5.15    Disclosure    106
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5.16    Compliance with Laws    106
5.17    Intellectual Property; Licenses, Etc    106
5.18    Solvency    107
5.19    Casualty, Etc    107
5.20    Labor Matters    107
5.21    Works Council    107
5.22    OFAC; Sanction Concerns    107
5.23    Anti-Corruption Laws    107
5.24    Affected Financial Institution    107
5.25    Beneficial Ownership    107
5.26    Covered Entities    108
ARTICLE VI AFFIRMATIVE COVENANTS    108
6.01    Financial Statements    108
6.02    Certificates; Other Information    109
6.03    Notices    112
6.04    Payment of Tax Obligations    112
6.05    Preservation of Existence, Etc    112
6.06    Maintenance of Properties    113
6.07    Maintenance of Insurance    113
6.08    Compliance with Laws    113
6.09    Books and Records    113
6.10    Inspection Rights    113
6.11    Use of Proceeds    114
6.12    Covenant to Guarantee Obligations and Give Security    114
6.13    Compliance with Environmental Laws    117
6.14    [Intentionally Omitted]    117
6.15    Further Assurances    117
6.16    [Intentionally Omitted]    118
6.17    [Intentionally Omitted]    118
6.18    Information Regarding Collateral    118
6.19    [Intentionally Omitted]    118
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6.20    Cash Collateral Accounts    118
6.21    Deposit Accounts    118
6.22    Anti-Corruption Laws and Sanctions    118
6.23    Centre of Main Interest and Establishments    119
6.24    Post-Closing Matters    119
ARTICLE VII NEGATIVE COVENANTS    119
7.01    Liens    119
7.02    Indebtedness    121
7.03    Investments    124
7.04    Fundamental Changes    126
7.05    Dispositions    127
7.06    Restricted Payments    128
7.07    Change in Nature of Business    130
7.08    Transactions with Affiliates    130
7.09    Burdensome Agreements    131
7.10    Use of Proceeds    132
7.11    Financial Covenants    132
7.12    Sanctions    133
7.13    Amendments of Organization Documents    133
7.14    Accounting Changes    133
7.15    Prepayments, Etc    133
7.16    Anti-Corruption Laws    133
7.17    Holding Companies    133
ARTICLE VIII EVENTS OF DEFAULT AND REMEDIES    134
8.01    Events of Default    134
8.02    Remedies upon Event of Default    136
8.03    Application of Funds    137
8.04    Equity Cure    138
ARTICLE IX ADMINISTRATIVE AGENT    139
9.01    Appointment and Authority    139
9.02    Rights as a Lender    140
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9.03    Exculpatory Provisions    140
9.04    Reliance by Administrative Agent    141
9.05    Delegation of Duties    142
9.06    Resignation of Administrative Agent    142
9.07    Non-Reliance on Administrative Agent, the Arrangers and the Other Lenders    144
9.08    No Other Duties, Etc    144
9.09    Administrative Agent May File Proofs of Claim; Credit Bidding    145
9.10    Collateral and Guaranty Matters    146
9.11    Secured Cash Management Agreements and Secured Hedge Agreements    147
9.12    Parallel Debt.    147
9.13    ERISA Matters    148
ARTICLE X CONTINUING GUARANTY    149
10.01    Guaranty    149
10.02    Rights of Lenders    150
10.03    Certain Waivers    150
10.04    Obligations Independent    151
10.05    Subrogation    151
10.06    Termination; Reinstatement    151
10.07    Subordination    151
10.08    Stay of Acceleration    152
10.09    Condition of Borrowers    152
10.10    Additional Guarantor Waivers and Agreements    152
10.11    Keepwell    152
ARTICLE XI MISCELLANEOUS    153
11.01    Amendments, Etc    153
11.02    Notices; Effectiveness; Electronic Communications    156
11.03    No Waiver; Cumulative Remedies; Enforcement    158
11.04    Expenses; Indemnity; Damage Waiver    159
11.05    Payments Set Aside    161
11.06    Successors and Assigns    161
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11.07    Treatment of Certain Information; Confidentiality    168
11.08    Right of Setoff    169
11.09    Interest Rate Limitation    170
11.10    Integration; Effectiveness    170
11.11    Survival of Representations and Warranties    170
11.12    Severability    170
11.13    Replacement of Lenders    171
11.14    Governing Law; Jurisdiction; Etc    171
11.15    Waiver of Jury Trial    173
11.16    No Advisory or Fiduciary Responsibility    173
11.17    Electronic Execution; Electronic Records; Counterparts    174
11.18    USA PATRIOT Act    175
11.19    Dutch Loan Party Representation.    175
11.20    Judgment Currency    176
11.21    Entire Agreement    176
11.22    Acknowledgement and Consent to Bail-In of Affected Financial Institutions    176
11.23    [Intentionally Omitted]    177
11.24    Amendment and Restatement    177
11.25    Acknowledgement Regarding Any Supported QFCs.    177
SCHEDULES
1.01    Guarantors
2.01    Commitments and Applicable Percentages
5.03    Certain Authorizations
5.06    Litigation
5.08    Real Property
5.09    Environmental Matters
5.12(d)    ERISA
5.13    Subsidiaries and Other Equity Investments; Loan Parties
5.17    Intellectual Property Matters
6.24    Post-Closing Matters
7.01(b)    Existing Liens
7.02    Existing Indebtedness
7.03(f)    Existing Investments
7.09    Burdensome Agreements
11.02    Administrative Agent’s Office, Certain Addresses for Notices
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EXHIBITS
Form of
A
Committed Loan Notice
B
Swing Line Loan Notice
C-1
Term Loan Note
C-2
Revolving Credit Note
D
Compliance Certificate
E
Assignment and Assumption
F
Administrative Questionnaire
G
Perfection Certificate
H
Solvency Certificate
I
Tax Compliance Certificates
J
Notice of Loan Prepayment
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SECOND AMENDED AND RESTATED CREDIT AGREEMENT
This SECOND AMENDED AND RESTATED CREDIT AGREEMENT is entered into as of October 29, 2021, among Icicle
Acquisition Holding B.V., a Dutch private company with limited liability (“Holdings”), Ichor Systems, Inc., a Delaware corporation
(“Ichor Systems”), Ichor Holdings, LLC, a Delaware limited liability company (“Ichor Holdings”, and together with Ichor Systems,
the “Borrowers”), the other Loan Parties from time to time party hereto, 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 L/C Issuer.
PRELIMINARY STATEMENTS:
The Borrowers, the other loan parties party thereto, the Administrative Agent and certain financial institutions are party to
that certain Amended and Restated Credit Agreement, dated as of February 15, 2018 (as amended and modified through the date
hereof, the “Existing Credit Agreement”).
The Borrowers have requested, and Administrative Agent and the lenders party to the Existing Credit Agreement have agreed
to amend and restate the Existing Credit Agreement on the terms and conditions set forth herein. In furtherance thereof, the
Borrowers have requested that the Lenders provide a Term A loan facility and a revolving credit facility, and the Lenders have
indicated their willingness to lend and the 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.
Each Loan Party which is or which hereafter becomes a party hereto as a Borrower or a Guarantor is or will be affiliated, is
or will be engaged in related businesses, and will derive substantial direct and indirect benefit from extensions of credit to the
Borrowers guaranteed by such Loan Parties under this Agreement.
In consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree to amend
and restate the Existing Credit Agreement in its entirety as follows:
ARTICLE I    
DEFINITIONS AND ACCOUNTING TERMS
1.01    Defined Terms. As used in this Agreement, the following terms shall have the meanings set forth below:
“Accrued DP Interest” means the interest accruing and payable on the portion of the DP Amounts that have not been paid.
“Act” has the meaning specified in Section 11.18.
“Additional Credit Extension Amendment” means an amendment to this Agreement (which may be in the form of an
amendment and restatement), including an Increase Joinder, in form reasonably satisfactory to the Administrative Agent providing
for Incremental Term Loans,
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Incremental Revolving Credit Commitments, Extended Term Loans or Extended Revolving Credit Commitments in accordance with
the terms of this Agreement.
“Administrative Agent” means Bank of America (or any of its designated branch offices or affiliates) 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 11.02, or such other address or account as the Administrative Agent may from time to time notify to the Borrowers and the
Lenders.
“Administrative Questionnaire” means an Administrative Questionnaire in substantially the form of Exhibit F or any other
form approved by the Administrative Agent.
“Affected Financial Institution” means (a) any EEA Financial Institution or (b) any UK Financial Institution.
“Affiliate” means, with respect to any Person, another Person that directly, or indirectly through one (1) or more
intermediaries, Controls or is Controlled by or is under common Control with the Person specified.
“Agent Fee Letter” means the letter agreement, dated September 28, 2021, among the Borrowers, Holdings, the
Administrative Agent and BofA Securities.
“Aggregate Commitments” means the Commitments of all the Lenders.
“Agreement” means this Credit Agreement.
“Applicable Percentage” means (a) in respect of the Term A Facility, with respect to any Term A Lender at any time, the
percentage (carried out to the ninth (9th) decimal place) of the Term A Facility represented by (i) on or prior to the Restatement Date,
such Term A Lender’s Term A Commitment at such time, subject to adjustment as provided in Section 2.17, and (ii) thereafter, the
principal amount of such Term A Lender’s Term A Loans 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 (9th) 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 Issuer 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. The initial Applicable Percentage of each Lender in
respect of each Facility 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.
“Applicable Rate” means, for any day, the rate per annum set forth below opposite the applicable Level then in effect (based
on the Consolidated Leverage Ratio), it being understood
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that the Applicable Rate for (a) Revolving Loans and Term Loans that are Base Rate Loans shall be the percentage set forth under
the column “Base Rate for Revolving Loans and Term Loans”, (b) Revolving Loans and Term Loans that are Term SOFR Loans
shall be the percentage set forth under the column “Term SOFR Loans and Letter of Credit Fee”, (c) the Letter of Credit Fee shall be
the percentage set forth under the column “Term SOFR Loans & Letter of Credit Fee”, and (d) the commitment fee shall be the
percentage set forth under the column “Commitment Fee”:
Applicable Rate
Level
Consolidated
Leverage Ratio
Term SOFR
Loans & Letter of
Credit Fee
Base Rate for
Revolving Loans
and Term Loans
Commitment Fee
1
>3.25:1.00
2.375%
1.375%
0.350%
2
< 3.25:1.00 but
> 2.50:1.00
2.125%
1.125%
0.325%
3
< 2.50:1.00 but
> 1.75:1.00
1.875%
0.875%
0.275%
4
< 1.75:1.00 but
> 0.75:1.00
1.625%
0.625%
0.225%
5
< 0.75:1.00
1.375%
0.375%
0.175%
Any increase or decrease in the Applicable Rate resulting from a change in the Consolidated 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 Lenders, Pricing Level 1 shall apply, 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 first Business Day
following the date on which such Compliance Certificate is delivered. In addition, at all times while the Default Rate is in effect, the
highest rate set forth in each column of the Applicable Rate shall apply.
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. Any adjustment in the Applicable Rate shall be applicable to all Credit Extensions
then existing or subsequently made or issued.
“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.
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“Appropriate Lender” means, at any time, (a) with respect to any of the Term A Facility or the Revolving Credit Facility, a
Lender that has a Commitment with respect to such Facility or holds a Term A Loan or a Revolving Credit Loan, respectively, at
such time, (b) with respect to the Letter of Credit Sublimit, (i) the L/C Issuer 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.
“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 BofA Securities, Truist Securities, Inc. and JPMorgan Chase Bank, N.A., each in its capacity as joint lead
arranger and joint bookrunner, together with its respective successors and assigns.
“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 11.06(b)), and accepted by the Administrative Agent (such acceptance
not to be unreasonably withheld, conditioned or delayed), in substantially the form of Exhibit E or any other form (including
electronic documentation generated by use of an electronic platform) approved by the Administrative Agent.
“Attributable Indebtedness” means, on any date, (a) in respect of any Capitalized Lease of any Person, the capitalized amount
thereof that would appear on a balance sheet of such Person prepared as of such date in accordance with GAAP, (b) in respect of any
Synthetic Lease Obligation, the capitalized amount of the remaining lease or similar payments under the relevant lease or other
applicable agreement or instrument that would appear on a balance sheet of such Person prepared as of such date in accordance with
GAAP if such lease or other agreement or instrument were accounted for as a Capitalized Lease and (c) all Synthetic Debt of such
Person.
“Audited Financial Statements” means the audited consolidated balance sheet of Holdings and its Subsidiaries for the fiscal
year ended December 31, 2020, and the related consolidated statements of income or operations, shareholders’ equity and cash flows
for such fiscal year of Holdings and its Subsidiaries, including the notes thereto.
“Auto-Extension Letter of Credit” has the meaning specified in Section 2.03(b)(ii).
“Availability Period” means in respect of the Revolving Credit Facility, the period from and including the Restatement 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 Issuer to make L/C Credit Extensions pursuant to Section 8.02.
“Bail-In Action” means the exercise of any Write-Down and Conversion Powers by the applicable Resolution Authority in
respect of any liability of an Affected Financial Institution.
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“Bail-In Legislation” means (a) with respect to 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, regulation rule or requirement for such
EEA Member Country from time to time which is described in the EU Bail-In Legislation Schedule and (b) with respect to the
United Kingdom, Part I of the United Kingdom Banking Act 2009 (as amended from time to time) and any other law, regulation or
rule applicable in the United Kingdom relating to the resolution of unsound or failing banks, investment firms or other financial
institutions or their affiliates (other than through liquidation, administration or other insolvency proceedings).
“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 one-half
(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 Secured Overnight Financing Rate published on such day by the SOFR Administrator on the Federal Reserve Bank
of New York’s website (or any successor source) plus the SORF Adjustment, plus, plus 1.00%; and if the Base Rate shall be less than
zero (0), such rate shall be deemed zero (0) for purposes of this Agreement. 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 A Loan that bears interest based on the Base Rate.
“Beneficial Ownership Certification” means a certification regarding beneficial ownership required by the Beneficial
Ownership Regulation, which certification shall be substantially similar in form and substance to the form of Certification Regarding
Beneficial Owners of Legal Entity Customers published jointly, in May 2018, by the Loan Syndications and Trading Association and
Securities Industry and Financial Markets Association.
“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” of a party means an “affiliate” (as such term is defined under, and interpreted in accordance with, 12
U.S.C. 1841(k)) of such party.
“BofA Securities” means BofA Securities, Inc.
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“Bona Fide Lending Affiliate” means any debt fund affiliate of such entities mentioned in clause (a) or (b) of the definition of
Disqualified Institution that is primarily engaged in, or advises funds or other investment vehicles that are engaged in, making,
purchasing, holding or otherwise investing in commercial loans, notes, bonds and similar extensions of credit or securities in the
ordinary course of its business and whose managers are not involved with the equity investment decisions of such competitor or
affiliate.
“Borrowers” has the meaning specified in the introductory paragraph hereto.
“Borrower Materials” has the meaning specified in Section 6.02.
“Borrower Representative” has the meaning specified in Section 2.19.
“Borrowing” means a Revolving Credit Borrowing, a Swing Line Borrowing or a Term A Borrowing, as the context may
require.
“Business Day” means any day other than (a) 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 and (b) in respect of any
Term SOFR Loans, any day that is not a U.S. Government Securities Business Day.
“Capital Expenditures” means, with respect to any Person for any period, any expenditure in respect of the purchase or other
acquisition of any fixed or capital asset (excluding normal replacements and maintenance which are properly charged to current
operations). For purposes of this definition, the purchase price of equipment that is purchased within one hundred eighty (180) days
after the trade-in of existing equipment or with insurance proceeds, indemnity payments, condemnation awards (for payment in lieu
thereof) or damage recovery proceeds shall be included in Capital Expenditures only to the extent of the gross amount by which such
purchase price exceeds the credit granted by the seller of such equipment for the equipment being traded in at such time or the
amount of such insurance proceeds, indemnity payments, condemnation awards (or payment in lieu thereof) or damage recovery
proceeds, as the case may be. Notwithstanding the foregoing, “Capital Expenditures” shall not include any expenditure (i) made by
Holdings or any Subsidiary of the consideration for a Permitted Acquisition, (ii) made by Holdings or any Subsidiary to effect
leasehold improvements to any property leased by such Person as lessee, to the extent that such expenses have been reimbursed in
cash by the landlord which is not a Loan Party or Subsidiary thereof, (iii) actually paid for by a third party (excluding any Loan
Party) and for which no Loan Party or Subsidiary thereof has provided or is required to provide or incur, directly or indirectly, any
consideration or monetary obligation to such third party or any other Person (whether before, during or after such period), and (iv)
made with the cash proceeds from the sale or issuance of any common Equity Interests of Holdings (excluding any proceeds of a
Specified Equity Contribution).
“Capitalized Leases” means all leases that have been or should be, in accordance with GAAP, recorded as capitalized leases.
“Cash Collateral Account” means a blocked, non-interest bearing deposit account of one (1) or more of the Loan Parties at
Bank of America (or another commercial bank selected in compliance with Section 6.20) in the name of the Administrative Agent
and under the sole
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dominion and control of the Administrative Agent, and otherwise established in a manner reasonably satisfactory to the
Administrative Agent.
“Cash Collateralize” means to deposit in a Cash Collateral Account, pledge and deposit with or deliver to the Administrative
Agent, for the benefit of one (1) or more of the L/C Issuer 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 either
thereof (as the context may require), cash or deposit account balances or, if the Administrative Agent, the L/C Issuer or Swing Line
Lender shall agree in their sole discretion, other credit support, in each case pursuant to documentation in form and substance
satisfactory to (a) the Administrative Agent and (b) the L/C Issuer 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” means any of the following types of Investments, to the extent owned by Holdings or any of its
Subsidiaries free and clear of all Liens (other than Permitted Liens):
(a)    readily marketable obligations issued or directly and fully guaranteed or insured by the United States of America or any
agency or instrumentality thereof having maturities of not more than one (1) year from the date of acquisition thereof; provided that
the full faith and credit of the United States of America is pledged in support thereof;
(b)    time deposits with, or insured certificates of deposit or bankers’ acceptances of, any commercial bank that (i) (A) is a
Lender or (B) is organized under the laws of the United States of America, any state thereof or the District of Columbia or is the
principal banking subsidiary of a bank holding company organized under the laws of the United States of America, any state thereof
or the District of Columbia, and is a member of the Federal Reserve System, (ii) issues (or the parent of which issues) commercial
paper rated as described in clause (c) of this definition and (iii) has combined capital and surplus of at least $250,000,000, in each
case with maturities of not more than one hundred eighty (180) days from the date of acquisition thereof;
(c)    commercial paper issued by any Person organized under the laws of any state of the United States of America and rated
at least “Prime-1” (or the then equivalent grade) by Moody’s or at least “A-1” (or the then equivalent grade) by S&P, in each case
with maturities of not more than one hundred eighty (180) days from the date of acquisition thereof;
(d)    Investments, classified in accordance with GAAP as current assets of Holdings or any of its Subsidiaries, in money
market investment programs registered under the Investment Company Act of 1940, which are administered by financial institutions
that have the highest rating obtainable from either Moody’s or S&P, and the portfolios of which are limited solely to Investments of
the character, quality and maturity described in clauses (a), (b) and (c) of this definition;
(e)        repurchase obligations of any Lender or of any commercial bank satisfying the requirements of clause (b) of this
definition, having a term of not more than thirty (30) days, with respect to securities issued or fully guaranteed or insured by the
United States government;
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(f)        securities with maturities of one year or less from the date of acquisition issued or fully guaranteed by any state,
commonwealth or territory of the United States, by any political subdivision or taxing authority of any such state, commonwealth or
territory or by any foreign government, the securities of which state, commonwealth, territory, political subdivision, taxing authority
or foreign government (as the case may be) are rated at least A by S&P or A by Moody’s;
(g)    securities with maturities of six months or less from the date of acquisition backed by standby letters of credit issued by
any Lender or any commercial bank satisfying the requirements of clause (b) of this definition;
(h)        money market mutual or similar funds that invest exclusively in assets satisfying the requirements of clauses (a)
through (g) of this definition; and
(i)    solely in the case of a Subsidiary of Holdings organized outside the laws of the United States of America or any state
thereof, instruments equivalent to those referred to in clauses (a) through (h) above denominated in any foreign currency that is the
local foreign currency of such Foreign Subsidiary comparable in tenor and in credit quality to those referred to above and
customarily used by corporations for cash management purposes in any jurisdiction outside the United States to the extent
reasonably required in connection with any business conducted by such Subsidiary organized in such jurisdiction.
“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.
“Cash Management Bank” means any Person that is a Lender or an Affiliate of a Lender, in its capacity as a party to such
Cash Management Agreement.
“Casualty/Condemnation Receipt” means any cash received by or paid to or for the account of any Person comprised of
proceeds of insurance (other than proceeds of business interruption insurance to the extent such proceeds constitute compensation
for lost earnings) or condemnation awards (and payments in lieu thereof).
“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.
“CFC” means a Subsidiary of Holdings that is a controlled foreign corporation (as that term is defined in Section 957 of the
Code).
“CFC Holdco” means any Subsidiary of Holdings, substantially all of the assets of which consist (directly or indirectly) of
Equity Interests and/or Indebtedness of one (1) or more CFCs. For the avoidance of doubt, any Subsidiary that is a CFC shall not be
deemed to be a CFC Holdco.
“Change in Law” means the occurrence, after the date of this Agreement, of any of the following: (a) the adoption or taking
effect of any law, rule, regulation guidance notes or treaty,
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(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” means an event or series of events by which:
(a)    any Person or “group” (within the meaning of Rules 13d-3 and 13d-5 under the Exchange Act) shall have acquired
beneficial ownership (as construed in accordance with Rules 13d-3 and 13d-5 under the Exchange Act), either directly or indirectly,
of 35% or more of the voting power for the election of directors of Holdings;
(b)    a majority of the members of the board of managers (or similar governing body) of Holdings cease to be occupied by
Persons who either (x) were members of the board of managers of Holdings on the Restatement Date or (y) were nominated for
election by the board of managers of Holdings, or whose election or nomination for election was previously approved by a majority
of such managers; or
(c)    Holdings shall cease to, directly or indirectly, own and control 100% of the outstanding Equity Interests of each of its
Subsidiaries that is a Loan Party (except as otherwise permitted by Section 7.05, ownership by directors and other similar qualifying
shares).
“CME” means CME Group Benchmark Administration Limited.
“Code” means the Internal Revenue Code of 1986.
“Collateral” means all of the “Collateral” 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.
“Collateral Delivery Period” means, (a) in the case of a Material Subsidiary or Loan Party, as applicable, organized in, and
with its primary place of business in, the United States, fifteen (15) days and (b) in the case of a Material Subsidiary or Loan Party,
as applicable, organized in, or with its primary place of business in, a jurisdiction other than the United States, sixty (60) days.
“Collateral Documents” means, collectively, the Security and Pledge Agreement, the Intellectual Property Security
Agreements, the Dutch Collateral Documents, the Singapore Collateral Documents, each of the mortgages, collateral assignments,
Security Agreement Supplements, security agreements, pledge agreements, account control agreements, or other similar agreements
delivered to the Administrative Agent pursuant to Section 6.12, and each of
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the other agreements, instruments or documents that creates or purports to create a Lien in favor of the Administrative Agent for the
benefit of the Secured Parties.
“Commitment” means a Revolving Credit Commitment, an Extended Revolving Credit Commitments, a Term A
Commitment and/or an Incremental Term Commitment.
“Committed Loan Notice” means a notice of (a) a Term Borrowing, (b) a Revolving Credit Borrowing, (c) a conversion of
Loans from one Type to the other, or (d) 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 Representative.
“Commodity Exchange Act” means the Commodity Exchange Act (7 U.S.C. § 1 et seq.), as amended from time to time, and
any successor statute.
“Competitor” means (a) any Person that is an operating company directly engaged in substantially similar business
operations as the Borrowers and (b) any of such Person’s Subsidiaries; provided that, notwithstanding the foregoing, in no event
shall “Competitor” include any Person that is a financial institution, a debt fund or an investment vehicle that is engaged in the
business of making, purchasing, holding or otherwise investing in loans, notes, bonds and similar extensions of credit or securities in
the ordinary course of business to unaffiliated third parties.
“Competitor Controller” means any (a) direct or indirect parent company of a Competitor and (b) Person that is a controlled
Affiliate of such Competitor; provided that, notwithstanding the foregoing, in no event shall “Competitor Controller” include any
Person that is a financial institution, a debt fund or an investment vehicle that is engaged in the business of making, purchasing,
holding or otherwise investing in loans, notes, bonds and similar extensions of credit or securities in the ordinary course of business
to unaffiliated third parties.
“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, 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 is
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reasonably necessary in connection with the administration of this Agreement and any other Loan Document).
“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 Current Assets” means, at any date, all amounts that would, in conformity with GAAP, be set forth opposite
the caption “total current assets” (or any like caption) on a consolidated balance sheet of Holdings and its Subsidiaries at such date,
other than (a) cash and Cash Equivalents, (b) amounts related to current or deferred taxes and (c) amounts under any Swap
Contracts.
“Consolidated Current Liabilities” means, at any date, all amounts that would, in conformity with GAAP, be set forth
opposite the caption “total current liabilities” (or any like caption) on a consolidated balance sheet of Holdings and its Subsidiaries at
such date, but excluding (a) the current portion of any Indebtedness of Holdings and its Subsidiaries, (b) without duplication of
clause (a) above, all Indebtedness consisting of Loans or Commitments to the extent otherwise included therein, (c) accruals of
interest expense (excluding interest expense that is past due and unpaid), (d) accruals for current or deferred taxes and (e) accruals
related to Swap Contracts.
“Consolidated EBITDA” means, at any date of determination, an amount equal to Consolidated Net Income of Holdings and
its Subsidiaries on a consolidated basis for the most recently completed Measurement Period plus
(a)    the following, without duplication, to the extent deducted in calculating such Consolidated Net Income (other than in
the case of clauses (vii) or (viii)):
(i)    Consolidated Interest Charges,
(ii)    the provision for Federal, state, local and foreign income taxes, taxes on profit or capital and payroll taxes payable,
(iii)    depreciation and amortization expense,
(iv)    all non-cash charges, expenses, items and losses, including, without limitation (A) non-cash items for any management
equity plan, supplemental executive retirement plan or stock option plan or other type of compensatory plan for the benefit of
officers, directors or employees, (B) non-cash restructuring charges or non-cash reserves in connection with any Permitted
Acquisition or other Investment consummated after the Restatement Date, (C) all non-cash losses (minus any non-cash gains) from
Dispositions (but for clarity excluding write offs or write downs of Inventory), (D) any non-cash purchase or recapitalization
accounting adjustments, (E) non-cash losses (minus any non-cash gains) with respect to Swap Contracts, (F) non-cash charges
attributable to any post-employment benefits offered to former employees, (G) non-cash asset impairments (but for clarity excluding
impairments of Inventory) and (H) the non-cash effects of purchase accounting or similar adjustments required or permitted by
GAAP in connection with any Permitted Acquisitions or permitted Investments; provided, that the adjustments described in this
clause (iv) shall exclude any non-cash loss or expense (a) that is an
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accrual of a reserve for a cash expenditure or payment to be made, or anticipated to be made, in a future period, (b) relating to a
write-down, write off or reserve with respect to accounts, or (c) relating to a write-down, write off or reserve with respect to
inventory,
(v)    compensation expenses resulting from (A) the repurchase of Equity Interests of any parent company of Holdings from
employees, directors or consultants of Holdings or any of its Subsidiaries, in each case, to the extent permitted by this Agreement,
(B) any non-cash expense related to any management equity plan or stock option plan or any other management or employee benefit
plan or agreement or any stock subscription or shareholder agreement, and (C) payments to employees, directors or officers of
Holdings and its Subsidiaries paid in connection with Restricted Payments that are otherwise permitted hereunder,
(vi)    (A) any fees, expenses or charges (other than depreciation or amortization expense) related to any offering of Equity
Interests, Investment, acquisition, Disposition, Restricted Payment, recapitalization or the incurrence, amendment or other
modification or repayment of Indebtedness, in each case, permitted under this Agreement; provided that the amount added pursuant
to this clause (A) shall not exceed $10,000,000 during the term of this Agreement for any offering of Equity Interests, Investment,
acquisition, Disposition, Restricted Payment, recapitalization or the incurrence, amendment or other modification or repayment of
Indebtedness that, in each case, is unsuccessful and (B) cash fees and expenses incurred in connection with the Transaction not to
exceed $2,500,000 in the aggregate,
(vii)    proceeds of business interruption insurance to the extent such proceeds are received by Holdings or any Subsidiary
during such period or reasonably expected to be reimbursed no later than one (1) year after the end of such period pursuant to a
written contract or insurance policy with an unaffiliated third party, which contract or insurance obligation has not been disclaimed,
(viii)    expenses actually reimbursed or reasonably expected to be reimbursed no later than one (1) year after the end of such
period pursuant to a written contract or insurance policy with an unaffiliated third party, which contract or insurance obligation has
not been disclaimed,
(ix)    losses, charges and expenses attributable to asset Dispositions or the sale or other disposition of any Equity Interest of
any Person other than in the ordinary course of business but permitted by this Agreement,
(x)        any non-recurring charges, costs and expenses, including those incurred in connection with restructuring projects,
litigation (including settlements) the closure and/or consolidation of facilities, and termination, severance and reduction in work
force expenses, in an aggregate amount not to exceed, when taken together with clause (xi) below, 25% of Consolidated EBITDA in
such period, calculated before the add back for such item,
(xi)    Pro Forma Cost Savings for such period,
(xii)        unrealized losses with respect to obligations under Swap Contracts designed to provide protections against
fluctuations in interest rates or embedded derivatives that require similar accounting treatment,
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(xiii)    losses due solely to fluctuations in currency values and the related tax effects determined in accordance with GAAP
for such period and any exchange, translation or performance losses relating to any foreign currency hedging transactions for such
period,
(xiv)    the amount of any earn-out obligations permitted by this agreement which become due and payable and are paid or
accrue during such period in accordance with this Agreement,
(xv)    write downs, write offs or reserves with respect to inventory of any Subsidiary of Holdings in an amount not to
exceed, in the aggregate, 10% of TTM Consolidated EBITDA in such period, calculated before the add back for such item,
and minus
(b)    the following, without duplication, to the extent included in calculating such Consolidated Net Income:
(i)    Federal, state, local and foreign income tax credits,
(ii)    all non-cash items increasing Consolidated Net Income (in each case of or by Holdings and its Subsidiaries for such
Measurement Period),
(iii)    unrealized gains with respect to obligations under Swap Contracts designed to provide protections against fluctuations
in interest rates or embedded derivatives that require similar accounting treatment, and
(iv)    gains due solely to fluctuations in currency values and the related tax effects determined in accordance with GAAP for
such period and any exchange, translation or performance gains relating to any foreign currency hedging transactions for such
period.
For purposes of calculating Consolidated EBITDA as of any date of measurement occurring after an EBITDA Transaction, for use in
the calculation of the Consolidated Leverage Ratio and the Consolidated Fixed Charge Coverage Ratio, Consolidated EBITDA shall
be calculated on a pro forma basis.
“Consolidated Fixed Charge Coverage Ratio” means, at any date of determination, the ratio of (a) (i) Consolidated EBITDA,
less (ii) the aggregate amount of all Unfinanced Cash Capital Expenditures less (iii) the aggregate amount of Federal, state, local and
foreign income taxes actually paid in cash less (iv) Restricted Payments consisting of the payment in cash of (A) any earn-out
obligations or (B) payments permitted under Section 7.06(g), to (b) the sum of (i) Consolidated Interest Charges to the extent
actually paid in cash and (ii) the aggregate principal amount of all regularly scheduled principal payments or redemptions or similar
acquisitions for value of outstanding debt for borrowed money (calculated without giving effect to the application of any
prepayments), but excluding any such payments to the extent refinanced through the incurrence of additional Indebtedness otherwise
expressly permitted under Section 7.02, in each case, of or by Holdings and its Subsidiaries for the most recently completed
Measurement Period; provided, that solely with respect to the Consolidated Fixed Charge Coverage Ratio, during the first year
following the Restatement Date, the amounts set forth in clauses (b)(i) and (ii) shall be calculated by dividing such amount from the
Restatement Date to the date of determination by the number of days in such period and multiplying by 365.
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“Consolidated Funded Indebtedness” means, as of any date of determination, for Holdings and its Subsidiaries on a
consolidated basis, the sum of the following to the extent constituting Indebtedness: (a) the outstanding principal amount of all
obligations, whether current or long-term, for borrowed money (including Obligations hereunder) and all obligations evidenced by
bonds, debentures, notes, loan agreements or other similar instruments, (b) all purchase money Indebtedness, (c) all direct
obligations that are due and payable arising under letters of credit (including standby and commercial), bankers’ acceptances, bank
guaranties, surety bonds and similar instruments, (d) all obligations in respect of the deferred purchase price of property or services
(subject to the limitations set forth in the definition of Indebtedness), (e) all Attributable Indebtedness, (f) without duplication, all
Guarantees with respect to outstanding Indebtedness of the types specified in clauses (a) through (e) above of Persons other than
Holdings or any Subsidiary, and (g) all Indebtedness of the types referred to in clauses (a) through (f) above of any partnership or
joint venture (other than a joint venture that is itself a corporation or limited liability company) in which Holdings or a Subsidiary is
a general partner or joint venturer, unless such Indebtedness is expressly made non-recourse to Holdings or such Subsidiary.
“Consolidated Interest Charges” means, for any Measurement Period, the sum of (a) all interest, premium payments, debt
discount, fees, charges and related expenses in connection with borrowed money (including capitalized interest) or in connection
with the deferred purchase price of assets, in each case to the extent treated as interest in accordance with GAAP, (b) all interest paid
or payable with respect to discontinued operations and (c) the portion of rent expense under Capitalized Leases that is treated as
interest in accordance with GAAP, in each case, of or by Holdings and its Subsidiaries on a consolidated basis for the most recently
completed Measurement Period.
“Consolidated Leverage Ratio” means, as of any date of determination, the ratio of (a) the result of (x) Consolidated Funded
Indebtedness as of such date less (y) the amount of unrestricted cash and Cash Equivalents of the Loan Parties not in excess of fifty
percent (50%) of TTM Consolidated EBITDA, subject to a perfected Lien in favor of the Administrative Agent pursuant to a deposit
account control agreement (or pursuant to a deposit account control agreement to be entered into within sixty (60) days after the
Restatement Date) or other Collateral Document (to the extent that such perfected Lien is otherwise required under this Agreement
or another Loan Document), to (b) TTM Consolidated EBITDA.
“Consolidated Net Income” means, at any date of determination, the net income (or loss) of Holdings and its Subsidiaries on
a consolidated basis for the most recently completed Measurement Period; provided that Consolidated Net Income shall exclude (a)
extraordinary or unusual gains and extraordinary or unusual losses for such Measurement Period, (b) the net income of any
Subsidiary during such Measurement Period to the extent that the declaration or payment of dividends or similar distributions by
such Subsidiary of such income is not permitted by operation of the terms of its Organization Documents or any agreement,
instrument or Law applicable to such Subsidiary during such Measurement Period, except that Holdings’ equity in any net loss of
any such Subsidiary for such Measurement Period shall be included in determining Consolidated Net Income, and (c) any income
(or loss) for such Measurement Period of any Person if such Person is not a Subsidiary, except that Holdings’ equity in the net
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income of any such Person for such Measurement Period shall be included in Consolidated Net Income up to the aggregate amount
of cash actually distributed by such Person during such Measurement Period to Holdings or a Subsidiary as a dividend or other
distribution (and in the case of a dividend or other distribution to a Subsidiary, such Subsidiary is not precluded from further
distributing such amount to Holdings as described in clause (b) of this proviso).
“Consolidated Working Capital” means, at any date, the excess of Consolidated Current Assets on such date over
Consolidated Current Liabilities on such date; provided that increases or decreases in Consolidated Working Capital shall be
calculated without regard to any changes in Current Assets or Current Liabilities as a result of (a) the effects of purchase accounting
or (b) any fluctuation in currency exchange rates.
“Contractual Obligation” means, as to any Person, any provision of any security issued by such Person or of any agreement,
instrument or other undertaking to which such Person is a party or by which it or any of its property is bound.
“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.
“Corresponding Obligations” means all Obligations, other than any Parallel Debt.
“Covered Entity” means (a) a “covered entity,” as defined and interpreted in accordance with 12 C.F.R. §252.82(b); (b) a
“covered bank,” as defined in and interpreted in accordance with 12 C.F.R. §47.3(b); or (c) a “covered FSI,” as defined in and
interpreted in accordance with 12 C.F.R. §382.2(b).
“Covered Party” has the meaning specified in Section 11.25.
“Credit Extension” means each of the following: (a) a Borrowing and (b) an L/C Credit Extension.
“CRR” means the Regulation (EU) No 575/2013 of the European Parliament and of the Council of 26 June 2013 on
prudential requirements for credit institutions and investment firms and amending Regulation (EU) No 648/2012.
“Cumulative Amount” means, as of any date of determination, the identifiable cash proceeds received by Holdings from the
sale of Holdings’ Equity Interests or from cash equity contributions in and to the Loan Parties (other than from the proceeds of a
Specified Equity Contribution), determined on a cumulative basis during the term of this Agreement less the amount of such
proceeds that have been used herein.
“Daily Simple SOFR” with respect to any applicable determination date means the SOFR published on such date on the
Federal Reserve Bank of New York’s website (or any successor source).
“Debtor Relief Laws” means the Bankruptcy Code of the United States, the Insolvency, Restructuring and Dissolution Act
2018 (Act No. 40 of 2018), the Bankruptcy Act, Chapter 20 of Singapore, and all other liquidation, conservatorship, bankruptcy,
assignment for the benefit of
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creditors, moratorium, rearrangement, receivership, insolvency, reorganization, judicial management, administration or similar
debtor relief Laws of the United States or other applicable jurisdictions from time to time in effect.
“Deductible Amount” has the meaning specified in Section 9.12(d).
“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 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 the Term A 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, a rate equal to the Applicable Rate plus 2% per annum.
“Default Right” has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81,
47.2 or 382.1, as applicable.
“Defaulting Lender” means, subject to Section 2.17(b), any Lender that (a) has failed to (i) fund all or any portion of its
Loans within two (2) Business Days of the date such Loans were required to be funded hereunder unless such Lender notifies the
Administrative Agent and the Borrowers in writing that such failure is the result of such Lender’s determination that one (1) 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, the 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 (2) Business Days of the date when due, (b) has notified the Borrowers, the Administrative Agent, the
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 (3) Business Days after written request by the Administrative Agent or the Borrowers, to
confirm in writing to the Administrative Agent and the Borrowers 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 Borrowers), 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 and/or manager, 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
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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 (1) or more of clauses (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 2.17(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 Borrowers, the L/C Issuer, the Swing Line Lender and each other Lender promptly following such
determination.
“Designated Jurisdiction” means any country or territory to the extent that such country or territory itself is the subject of any
Sanction.
“Designated Lender” has the meaning specified in Section 2.20.
“Disposition” or “Dispose” means the sale, transfer, license, lease or other disposition (including any sale and leaseback
transaction) of any property by any Person (or the granting of any option or other right to do any of the foregoing), including by
Division and any sale, assignment, transfer or other disposal, with or without recourse, of any notes or accounts receivable or any
rights and claims associated therewith but excluding any involuntary disposition.
“Disqualified Capital Stock” means any Equity Interests which, by their terms (or by the terms of any security or other
Equity Interests into which it is convertible or for which it is exchangeable), or upon the happening of any event or condition (a)
matures or is mandatorily redeemable (other than solely for Qualified Capital Stock or solely at the direction of the issuer), pursuant
to a sinking fund obligation or otherwise (except as a result of a change of control or asset sale so long as any rights of the holders
thereof upon the occurrence of a change of control or asset sale event shall be subject to the prior repayment in full of the Loans and
all other Obligations that are accrued and payable and the termination of the Commitments), (b) is redeemable at the option of the
holder thereof (other than solely for Qualified Capital Stock and cash in lieu of fractional shares), in whole or in part, (c) requires the
payment of any cash dividends, or (d) is or becomes convertible into or exchangeable for Indebtedness or any other Equity Interests
that would constitute Disqualified Capital Stock, in each case, prior to the date that is ninety-one (91) days after the then applicable
Latest Maturity Date; provided that if such Equity Interests are issued pursuant to a plan for the benefit of employees of Holdings (or
any direct or indirect parent thereof), Holdings or any of its Subsidiaries or by any such plan to such employees, such Equity
Interests shall not constitute Disqualified Capital Stock solely because it may be required to be repurchased by Holdings (or any
direct or indirect parent thereof), any Borrower or any of their respective Subsidiaries in order to satisfy applicable statutory or
regulatory obligations or as a result of such employee’s termination, death or disability.
“Disqualified Institution” means (a) those Persons that are bona fide competitors of any Loan Party or their respective
Subsidiaries (or Affiliates of any such competitors (other than
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Bona Fide Lending Affiliates) that are (x) reasonably identifiable as Affiliates solely on the basis of similarity of name (provided that
the Administrative Agent shall have no obligation to carry out due diligence in order to identify such Affiliates) or (y) identified by
the Borrowers in writing from time to time), (b) those banks, financial institutions and other Persons separately identified by
Borrowers to the Administrative Agent in writing prior to October 14, 2021 (such list, the “Excluded Persons List”) (and, in each
case, such specified entities’ Affiliates (other than Bona Fide Lending Affiliates) that are reasonably identifiable as Affiliates solely
on the basis of similarity of name (provided that the Administrative Agent shall have no obligation to carry out due diligence in order
to identify such Affiliates)) or (c) any Person(s) that are engaged as principals primarily in private equity, mezzanine financing or
venture capital (or Affiliates of such Person(s) that are (x) reasonably identifiable as Affiliates solely on the basis of similarity of
name (provided that the Administrative Agent shall have no obligation to carry out due diligence in order to identify such Affiliates)
or (y) identified by the Borrowers in writing from time to time).
“Division” means the division of assets, liabilities and/or obligations of a Person among two or more Persons (whether
pursuant to a "plan of division" or similar arrangement), which may or may not include the original dividing Person and pursuant to
which the original dividing Person may or may not survive.
“Dollar” and “$” mean lawful money of the United States.
“DP Amounts” mean any and all deferred payments, holdbacks or similar deferred consideration in connection with a
Permitted Acquisition, which are payable based on the achievement of specified financial results over time, and which are structured
such that, they are not required to be paid if (and for so long as) the Loan Party cannot satisfy any condition contained in Section
7.06(h); to the extent the total amount of such deferred payments, holdbacks and other similar deferred consideration for a particular
Permitted Acquisition, together with any earn-out obligations in connection with such Permitted Acquisition, does not exceed 40%
of the aggregate consideration paid or to be paid in connection with such Permitted Acquisition.
“Dutch Collateral Documents” means a deed of disclosed pledge over bank account receivables, dated the Restatement Date,
between Holdings as pledgor and the Administrative Agent as pledgee, and any other pledge governed by the laws of the
Netherlands.
“Dutch Collateral Party” has the meaning specified in Section 9.12(a).
“EBITDA Transaction” means a Permitted Acquisition, restructuring, Disposition, other similar transaction or initiative with
respect to cost savings, restructurings or cost synergies.
“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.
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“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.
“Electronic Copy” has the meaning specified in Section 11.17.
“Electronic Record” has the meaning specified in Section 11.17.
“Electronic Signature” has the meaning specified in Section 11.17.
“Eligible Assignee” means any Person that meets the requirements to be an assignee under Section 11.06(b)(iii) and (iv)
(subject to such consents, if any, as may be required under Section 11.06(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, 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 the Borrowers, any other Loan Party or any of their respective
Subsidiaries directly or indirectly resulting from or based upon (a) violation of any Environmental Law, (b) the generation, use,
handling, transportation, storage, treatment or disposal of any Hazardous Materials, (c) exposure to any Hazardous Materials, (d)
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.
“Environmental Permit” means any permit, approval, identification number, license or other authorization required under any
Environmental Law.
“Equity Interests” means, with respect to any Person, all of the shares of capital stock of (or other ownership or profit
interests in) such Person, all of the warrants, options or other rights for the purchase or acquisition from such Person of shares of
capital stock of (or other ownership or profit interests in) such Person, all of the securities convertible into or exchangeable for
shares of capital stock of (or other ownership or profit interests in) such Person or warrants, rights or options for the purchase or
acquisition from such Person of such shares (or such other interests), and all of the other ownership or profit interests in such Person
(including partnership, member or trust interests therein), whether voting or nonvoting, and whether or not such shares, warrants,
options, rights or other interests are outstanding on any date of determination.
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“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 any of the
Borrowers 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 any of Holdings or any
Subsidiary 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 any of Holdings or any Subsidiary or any
ERISA Affiliate from a Multiemployer Plan; (d) the filing of a notice of intent to terminate a Pension Plan 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 any of Holdings or any Subsidiary or any ERISA Affiliate; or (i) a failure by any 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 any of Holdings or any Subsidiary 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.
“Event of Default” has the meaning specified in Section 8.01.
“Excluded Accounts” means payroll accounts, employee benefit accounts, withholding tax and other fiduciary accounts,
escrow accounts in respect of arrangements with non affiliated third parties, worker’s compensation, customs accounts, trust and tax
withholding which are funded by the Loan Parties in the ordinary course of business or as required by any requirement of law, cash
collateral accounts subject to Liens permitted under the Loan Documents and other accounts with a balance not to exceed $500,000
at any one (1) time.
“Excluded Assets” means (i) any owned real property other than Material Real Property and all real property constituting
leaseholds, (ii) (a) any motor vehicles and other assets subject to certificates of title and (b) any letter of credit rights (other than
letter of credit rights a security interest in which can be perfected by the filing of a UCC financing statement) or commercial tort
claims, in each case, with a value of less than $1,000,000 (in each case excluding a security interest which can be perfected by the
filing of a UCC financing statement), (iii) any assets in
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which the grant of a pledge or security interest is prohibited by law, rule or regulation, but only to the extent, and so long as, such
prohibition by law, rule or regulation is not terminated or rendered unenforceable by law or otherwise deemed ineffective, (iv)
Equity Interests (a) in any entity that is not a wholly owned Subsidiary if the granting of a security interest in such Equity Interests
would be prohibited by the organizational documents of such entity without third party consent which consent has not been obtained,
or (b) in any joint venture, (v) any governmental licenses or state or local franchises, charter and authorization, to the extent security
interests in such licenses, franchises, charters or authorizations are prohibited or restricted thereby, but only to the extent, and so long
as, such prohibition is not terminated or rendered unenforceable by law or otherwise deemed ineffective, (vi) assets in circumstances
where the Administrative Agent and Holdings reasonably agree that the cost of obtaining or perfecting a security interest in such
assets is excessive in relation to the benefit to the Lenders of the security to be afforded thereby, (vii) licenses, instruments, leases
and agreements to the extent and so long as such a pledge thereof would violate the terms thereof or violate any law, rule or
regulation, but only to the extent, and for so long as, such prohibition is not terminated or rendered unenforceable or otherwise
deemed ineffective by contract or law, (viii) any property or assets subject to a Lien with respect to any purchase money
Indebtedness or Capitalized Leases permitted under the Loan Documents if the contract, agreement or document to which such Lien
is granted (or in the contract, agreement or document providing for such Capitalized Leases) prohibits or requires the consent of any
Person as a condition to the creation of any other Lien on such property or asset, but only to the extent, and so long as, such
prohibition is not terminated, (ix) any “intent-to-use” application for registration of a Trademark (as defined in the Security and
Pledge Agreement) filed pursuant to Section 1(b) of the Lanham Act, 15 U.S.C. § 1051, prior to the filing of a “Statement of Use”
pursuant to Section 1(d) of the Lanham Act or an “Amendment to Allege Use” pursuant to Section 1(c) of the Lanham Act with
respect thereto, solely to the extent, if any, that, and solely during the period, if any, in which, the grant of a security interest therein
would impair the validity or enforceability of any registration that issues from such intent-to-use application under applicable federal
law, (x) any Excluded Accounts, (xi) any voting Equity Interests issued by a Subsidiary that is a CFC or a CFC Holdco in excess of
65% of such outstanding Equity Interests, and (xii) any assets of a CFC or CFC Holdco; provided that (I) notwithstanding the above,
Excluded Assets shall not include any Equity Interests of a Loan Party (other than Holdings) and (II) shall not apply to proceeds of
such Excluded Assets (except to the extent such proceeds otherwise constitute Excluded Assets).
“Excluded Persons List” has the meaning specified in the definition of “Disqualified Institution”.
“Excluded Swap Obligation” means, 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 or unlawful 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 Section 10.11 and any other “keepwell, support or other agreement” for the benefit of such
Guarantor and any and all guarantees of such Guarantor’s Swap Obligations by
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other Loan Parties) at the time the Guaranty of such Guarantor, or a grant by such Guarantor of a security interest, would otherwise
become effective with respect to such Swap Obligation. If a Swap Obligation arises under a master agreement governing more than
one (1) 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.
“Excluded Taxes” means any of the following Taxes imposed on or with respect to a Recipient or required to be withheld or
deducted from a 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 Borrowers under Section 11.13) or (ii) such Lender changes its Lending Office, except in each case to the
extent that, pursuant 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 Taxes imposed under FATCA.
“Existing Credit Agreement” has the meaning specified in the Preliminary Statements.
“Extended Revolving Credit Commitments” has the meaning specified in Section 2.14(a).
“Extended Term Loans” has the meaning specified in Section 2.14(a).
“Extending Term Lender” has the meaning specified in Section 2.14(a).
“Extension” has the meaning specified in Section 2.14(a).
“Extension Offer” has the meaning specified in Section 2.14(a).
“Facility” means the Term A Facility or the Revolving Credit Facility, as the context may require.
“Facility Office” means the office through which such Lender will perform its obligations under this Agreement.
“Facility Termination Date” means the date of termination of the Aggregate Commitments and payment in full of all
Obligations (other than (A) contingent indemnification obligations and (B) obligations and liabilities under Secured Cash
Management Agreements and Secured Hedge Agreements as to which arrangements satisfactory to the applicable Cash Management
Bank of Hedge Bank shall have been made) and the expiration or termination of all Letters of Credit (other than Letters of Credit as
to which other arrangements satisfactory to the Administrative Agent and the L/C Issuer shall have been made).
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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) and any intergovernmental agreements
with respect thereto.
“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 Federal Reserve System, 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.
“Financial Covenant Holiday Period” has the meaning specified in Section 7.11(a).
“First Amendment” means that certain First Amendment to Second Amended and Restated Credit Agreement among the
Borrower Representative and the Administrative Agent, dated as of the First Amendment Effective Date.
“First Amendment Effective Date” has the meaning specified in the First Amendment. For the avoidance of doubt, the First
Amendment Effective Date is September 30, 2024.
“Flood Hazard Property” means any Mortgaged Property that is in an area designated by the Federal Emergency
Management Agency as having special flood or mudslide hazards.
“Foreign Government Scheme or Arrangement” has the meaning specified in Section 5.12(e).
“Foreign Lender” means, with respect to any Borrower, (a) if such 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 Obligation Provider” has the meaning specified in the definition of Foreign Subsidiary Secured Obligations.
“Foreign Obligation Loan Documents” means all legal documentation entered into between the applicable Foreign
Subsidiary and the Foreign Obligation Provider in connection with the Foreign Subsidiary Secured Obligations.
“Foreign Subsidiary” means any Subsidiary that is not organized under the laws of a jurisdiction other than the United States,
a State thereof or the District of Columbia.
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“Foreign Subsidiary Secured Obligations” means all unpaid principal of, accrued and unpaid interest and fees and
reimbursement obligations, and all expenses, reimbursements, indemnities and other obligations under or with respect to, any loans,
letters of credit, acceptances, guarantees, overdraft facilities, other credit extensions or accommodations or similar obligations owing
by any Foreign Subsidiary to Bank of America or any office, branch or Affiliate of Bank of America (each a “Foreign Obligation
Provider”).
“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 the 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) any 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
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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.
“Guarantors” means, collectively, (a) Holdings, (b) the Subsidiaries of Holdings listed on Schedule 1.01 as of the
Restatement Date and each other Subsidiary of Holdings that shall be required to execute and deliver a guaranty or guaranty
supplement pursuant to Section 6.12 and (c) with respect to (i) Obligations owing by any Loan Party or any Subsidiary of a Loan
Party (other than a Borrower) under any Hedge Agreement or any Cash Management Agreement and (ii) the payment and
performance by each Specified Loan Party of its obligations under its Guaranty with respect to all Swap Obligations, the Borrowers.
“Guaranty” means, collectively, the Guaranty made by the Guarantors under Article X in favor of the Secured Parties,
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 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 any Environmental Law as hazardous or toxic or as a pollutant or containment (or by words of similar meaning and
regulatory effect), including petroleum or petroleum distillates, natural gas, natural gas liquids.
“Hedge Bank” means any Person that, at the time it enters into a Swap Contract required or permitted under Article VI or
VII, is a Lender or an Affiliate of a Lender, in its capacity as a party to such Swap Contract.
“Holdings” has the meaning specified in the introductory paragraph.
“IFRS” means international accounting standards within the meaning of IAS Regulation 1606/2002 to the extent applicable
to the relevant financial statements delivered under or referred to herein.
“Increase Effective Date” has the meaning specified in Section 2.15(d).
“Increase Joinder” has the meaning specified in Section 2.15(c).
“Incremental Commitments” means Incremental Revolving Credit Commitments and/or the Incremental Term Commitments.
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“Incremental Debt” has the meaning specified in Section 1.08(b).
“Incremental Revolving Credit Commitment” has the meaning specified in Section 2.15(a).
“Incremental Term Commitments” has the meaning specified in Section 2.15(a).
“Incremental Term Loans” has the meaning specified in Section 2.01(c).
“Indebtedness” means, as to any Person at a particular time, without duplication, all of the following, whether or not included
as indebtedness or liabilities in accordance with GAAP:
(a)    all obligations of such Person for borrowed money and all obligations of such Person evidenced by bonds, debentures,
notes, loan agreements or other similar instruments;
(b)    the maximum amount of all direct or contingent obligations of such Person arising under letters of credit (including
standby and commercial), bankers’ acceptances, bank guaranties, surety bonds and similar instruments;
(c)    net obligations of such Person under any Swap Contract;
(d)    all obligations of such Person to pay the deferred purchase price of property or services;
(e)    indebtedness (excluding prepaid interest thereon) secured by a Lien on property owned or being purchased by such
Person (including indebtedness arising under conditional sales or other title retention agreements), whether or not such indebtedness
shall have been assumed by such Person or is limited in recourse;
(f)    all Attributable Indebtedness in respect of Capitalized Leases and Synthetic Lease Obligations of such Person and all
Synthetic Debt of such Person;
(g)    all obligations of such Person to purchase, redeem, retire, defease or otherwise make any payment in respect of any
Equity Interest in such Person or any other Person or any warrant, right or option to acquire such Equity Interest, valued, in the case
of a redeemable preferred interest, at the greater of its voluntary or involuntary liquidation preference plus accrued and unpaid
dividends; and
(h)    all Guarantees of such Person in respect of any of the foregoing.
For all purposes hereof, the Indebtedness of any Person shall include the Indebtedness of any partnership or joint venture
(other than a joint venture that is itself a corporation or limited liability company) in which such Person is a general partner or a joint
venturer, unless such Indebtedness is expressly made non-recourse to such Person. The amount of any net obligation under any Swap
Contract on any date shall be deemed to be the Swap Termination Value thereof as of such date.
Notwithstanding the foregoing or anything else herein to the contrary, “Indebtedness” shall not include (i) trade payables
arising in the ordinary course of business, (ii) obligations or liabilities of any Person in respect of any of its Qualified Capital Stock
nor the obligations of any Person to pay rent or other amounts under any lease of (or other arrangement conveying the right
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to use) real or personal property, or a combination thereof, which obligations would be required to be classified and accounted for as
an operating lease under GAAP as existing on the Restatement Date (whether or not such lease exists on the Restatement Date or
hereafter arises), (iii) obligations under any Swap Agreements unless such obligations are payment obligations that relate to a Swap
Agreement that has terminated, (iv) customary obligations under employment agreements and deferred compensation, (v) deferred
tax liabilities, (vi) DP Amounts, earn-outs, purchase price adjustments and indemnity obligations, and any sums for which such
Person is obligated pursuant to noncompetition arrangements entered into in connection with any acquisition (including Permitted
Acquisitions) until any such obligations described in this clause (vi) shall become due and payable and treated as a liability on such
Person’s balance sheet in accordance with GAAP, (vii) royalty payments made in the ordinary course of business in respect of
exclusive and non-exclusive licenses, (viii) any accruals for (A) payroll and (B) other non-interest bearing liabilities accrued in the
ordinary course of business, (ix) employee commitments, (x) accrued licensing fees owed under licenses (including intellectual
property licenses), (xi) deferred rent obligations in respect of real property leases incurred in the ordinary course of business and
(xii) for purposes of the definition of “Consolidated Funded Indebtedness” and Section 7.11, Permitted Seller Debt for which, by its
own terms, no payments are permitted to be paid on account thereof and the maturity thereof is no earlier than six (6) months
following the Latest Maturity Date.
“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 clause (a),
Other Taxes.
“Indemnitee” has the meaning specified in Section 11.04(b).
“Information” has the meaning specified in Section 11.07.
“Insolvency Regulation” means the Council Regulation (EC) No. 1346/2000 29 May 2000, on Insolvency Proceedings.
“Intellectual Property Security Agreement” means a Copyright Security Agreement, Patent Security Agreement or Trademark
Security Agreement (as each such term is defined in the Security and Pledge Agreement and to the extent applicable) (together with
each other intellectual property security agreement delivered pursuant to Section 6.12, in each case as amended), duly executed by
each Loan Party party thereto.
“Interest Payment Date” means, (a) as to any Term SOFR Loan, the last day of each Interest Period applicable to such Loan
and the 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 (3) months, the respective dates that fall every three (3) 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 March,
June, September and December and the Maturity Date of the Facility under which such Loan was made (with Swing Line Loans
being deemed made under the Revolving Credit Facility for purposes of this definition).
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“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 (1), three (3) or six (6) months thereafter (in each
case, subject to availability), as selected by the Borrower Representative in a Committed Loan Notice; provided that:
(a)        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;
(b)    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
(c)     no Interest Period shall extend beyond the Maturity Date.
“Investment” means, as to any Person, any direct or indirect acquisition or investment by such Person, whether by means of
(a) the purchase or other acquisition of Equity Interests of another Person, (b) a loan, advance or capital contribution to, Guarantee
or assumption of debt of, or purchase or other acquisition of any other debt or interest in, another Person, or (c) the purchase or other
acquisition (in one (1) transaction or a series of transactions) of assets of another Person that constitute a business unit or all or a
substantial part of the business of, such Person. For purposes of covenant compliance, the amount of any Investment shall be the
amount actually invested, without adjustment for subsequent increases or decreases in the value of such Investment.
“IP Rights” has the meaning specified in Section 5.17.
“IP Security Agreements” means (a) the Notice of Grant of Security Interest in Copyrights, (b) the Notice of Grant of
Security Interest in Patents and (c) the Notice of Grant of Security Interest in Trademarks, in each case dated as of the Restatement
Date and executed by the Borrowers party thereto and the Administrative Agent.
“IRS” means the United States Internal Revenue Service.
“ISP” means, with respect to any Letter of Credit, the “International Standby Practices 1998” published by the Institute of
International Banking Law & Practice, Inc. (or such later version thereof as may be in effect at the time of issuance).
“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 the L/C Issuer and the Borrowers (or any Subsidiary) or in favor of the L/C Issuer and
relating to such Letter of Credit.
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“Latest Maturity Date” means the latest of the Maturity Date for the Revolving Credit Facility, the Maturity Date for the
Term A Facility and any 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, guidance
notes, 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.
“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.
“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 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.
“L/C Issuer” means Bank of America, through itself or through one (1) of its designated Affiliates or branch offices, in its
capacity as issuer of Letters of Credit hereunder, or any successor issuer of Letters of Credit hereunder.
“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.
“Lender” has the meaning specified in the introductory paragraph hereto and, as the context requires, includes the Swing
Line Lender. The term “Lender” shall include any Designated Lender.
“Lending Office” means, as to the Administrative Agent, the L/C Issuer or 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 Borrowers 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.
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“Letter of Credit” means any standby letter of credit issued hereunder, providing for the payment of cash upon the honoring
of a presentation thereunder.
“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 L/C Issuer.
“Letter of Credit Expiration Date” means the day that is seven (7) days prior to the Maturity Date then in effect for the
Revolving Credit Facility (or, if such day is not a Business Day, the next preceding Business Day).
“Letter of Credit Fee” has the meaning specified in Section 2.03(h).
“Letter of Credit Sublimit” means an amount equal to $20,000,000. The Letter of Credit Sublimit is part of, and not in
addition to, the Revolving Credit Facility.
“Lien” means any mortgage, pledge, hypothecation, assignment (by way of security or otherwise), 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 financing lease having substantially the same economic
effect as any of the foregoing) (but excluding any licenses of intellectual property).
“Loan” means an extension of credit by a Lender to the Borrowers under Article II in the form of a Term Loan, a Revolving
Credit Loan or a Swing Line Loan (including any Incremental Term Loans, any Extended Term Loans, loans made pursuant to any
Incremental Revolving Credit Commitment or loans made pursuant to any Extended Revolving Credit Commitment).
“Loan Documents” means, collectively, (a) this Agreement, (b) the Notes, (c) any agreement creating or perfecting rights in
cash collateral pursuant to the provisions of Section 2.16 of this Agreement, (d) the Collateral Documents, (e) the Agent Fee Letter,
(f) each Issuer Document and (g) the Reaffirmation Agreement. For the avoidance of doubt, Secured Hedge Agreements and Secured
Cash Management Agreements are not “Loan Documents”.
“Loan Parties” means, collectively, the Borrowers and each Guarantor.
“Mandatory Cost” means any amount incurred periodically by any Lender during the term of the Facility which constitutes
fees, costs or charges imposed on lenders generally in the jurisdiction in which such Lender is domiciled, subject to regulation, or
has its Facility Office by any Governmental Authority.
“Master Agreement” has the meaning specified in the definition of Swap Contract.
“Material Adverse Effect” means (a) a material adverse change in, or a material adverse effect upon, the operations, business,
properties, liabilities (actual or contingent), or financial condition of Holdings and its Subsidiaries taken as a whole; (b) a material
impairment of the rights and remedies of the Administrative Agent or any Lender under any Loan Document, or of the ability of the
Loan Parties to perform their obligations under any Loan Document to which
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they are parties; or (c) a material adverse effect upon the legality, validity, binding effect or enforceability against any Loan Party of
any Loan Document to which it is a party.
“Material Real Property” means owned real property of a Loan Party having a fair market value at the time acquired of
greater than $2,000,000.
“Material Subsidiary” means, at any time, each Subsidiary of Holdings (other than a Subsidiary described in Section 6.12(e))
identified to the Administrative Agent in writing by the Borrower Representative as a “Material Subsidiary”; provided that, (a) if at
any time the aggregate amount of Consolidated EBITDA or Total Assets of all Subsidiaries that are not Loan Parties exceeds twenty
percent (20%) of TTM Consolidated EBITDA or twenty percent (20%) of Total Assets as of the end of any such fiscal quarter, the
Loan Parties (or, in the event the Loan Parties have failed to do so within ten (10) days of delivery of such financial statements, the
Administrative Agent) shall designate sufficient Subsidiaries as “Material Subsidiaries” to eliminate such excess, and such
designated Subsidiaries shall for all purposes of this Agreement constitute Material Subsidiaries; and (b) if a Subsidiary of Holdings
would not be required to become a Guarantor hereunder as a result of Section 6.12(e), such Subsidiary shall be excluded from the
denominator of the “twenty percent test” above.
“Maturity Date” means (a) with respect to the Revolving Credit Facility, the later of (i) October 29, 2026 and (ii) if maturity
is extended pursuant to Section 2.14, such extended maturity date as determined pursuant to such Section and (b) with respect to the
Term A Facility, the later of (i) October 29, 2026 and (ii) if maturity is extended pursuant to Section 2.14, such extended maturity
date as determined pursuant to such Section; provided, however, that, in each case, if such date is not a Business Day, the Maturity
Date shall be the next preceding Business Day.
“Measurement Period” means, at any date of determination, the most recently completed four (4) fiscal quarters of Holdings
for which financial statements have been or are required to have been delivered to the Administrative Agent pursuant to Section
6.01(a) or (b).
“Minimum Collateral Amount” means, at any time, (i) with respect to Cash Collateral consisting of cash or deposit account
balances provided to reduce or eliminate Fronting Exposure during the existence of a Defaulting Lender, an amount equal to 105%
of the Fronting Exposure of the L/C Issuer with respect to Letters of Credit issued and outstanding at such time, (ii) with respect to
Cash Collateral consisting of cash or deposit account balances provided in accordance with the provisions of Section 2.16(a)(i), (a)
(ii) or (a)(iii), an amount equal to 105% of the Outstanding Amount of all L/C Obligations, and (iii) otherwise, an amount
determined by the Administrative Agent and the L/C Issuer in their sole discretion.
“Moody’s” means Moody’s Investors Service, Inc. and any successor thereto.
“Mortgage” or “Mortgages” means, individually and collectively, as the context requires, each of the fee or leasehold
mortgages, deeds of trust and deeds executed by a Loan Party that purport to grant a Lien to the Administrative Agent (or a trustee
for the benefit of the Administrative Agent) for the benefit of the Secured Parties in any Mortgaged Properties, in form and substance
satisfactory to the Administrative Agent.
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“Mortgaged Property” means any owned property of a Loan Party that is or will become encumbered by a Mortgage in favor
of the Administrative Agent in accordance with the terms of this Agreement.
“Multiemployer Plan” means any employee benefit plan of the type described in Section 4001(a)(3) of ERISA, to which any
Borrower or ERISA Affiliate makes or is obligated to make contributions, or during the preceding five (5) plan years, has made or
been obligated to make contributions.
“Multiple Employer Plan” means a Plan which has two (2) or more contributing sponsors (including any Borrower or ERISA
Affiliate) at least two (2) of whom are not under common control, as such a plan is described in Section 4064 of ERISA.
“Net Cash Proceeds” means:
(a)    with respect to any Disposition by any Loan Party or any of its Subsidiaries, or any Casualty/Condemnation Receipt
received or paid to the account of any Loan Party or any of its Subsidiaries, the excess, if any, of (i) the sum of cash and Cash
Equivalents received in connection with such transaction (including any cash or Cash Equivalents received by way of deferred
payment pursuant to, or by monetization of, a note receivable or otherwise, but only as and when so received) over (ii) the sum of
(A) the principal amount of any Indebtedness that is secured by the applicable asset and that is required to be repaid in connection
with such transaction (other than Indebtedness under the Loan Documents), (B) the reasonable and customary out-of-pocket
expenses incurred by any Loan Party or such Subsidiary in connection with such transaction, (C) taxes reasonably estimated to be
actually payable within two (2) years of the date of the relevant transaction as a result of any gain recognized in connection
therewith; provided that, if the amount of any estimated taxes pursuant to subclause (C) exceeds the amount of taxes actually
required to be paid in cash in respect of such Disposition, the aggregate amount of such excess shall constitute Net Cash Proceeds,
(D) any funded escrow established pursuant to the documents evidencing any such sale or disposition to secure any indemnification
obligations or adjustments to the purchase price associated with any such sale or disposition (provided that to the extent that any
amounts are released from such escrow to Holdings or any of its Subsidiaries, such amounts net of any related expenses shall
constitute Net Cash Proceeds), and (E) without duplication of the above, the amount of any reasonable reserve established in
accordance with GAAP against any adjustment to the sale price or any liabilities (other than any taxes deducted above) (A) related to
any of the applicable assets and (B) retained by Holdings or any of its Subsidiaries including, without limitation, pension plan and
other post-employment benefit liabilities and liabilities related to environmental matters or against any indemnification obligations
(however, the amount of any subsequent reduction of such reserve (other than in connection with a payment in respect of any such
liability) shall be deemed to be Net Cash Proceeds of such Disposition or Casualty/Condemnation Receipt occurring on the date of
such reduction); and
(b)    with respect to the incurrence or issuance of any Indebtedness by any Loan Party or any of its Subsidiaries, the excess
of (i) the sum of the cash and Cash Equivalents received in connection with such transaction over (ii) the underwriting discounts and
commissions, and other reasonable and customary out-of-pocket fees and expenses, incurred by any Loan Party or such
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Subsidiary in connection therewith and taxes paid or reasonably estimated to be payable as a result thereof.
“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.
“Non-Defaulting Lender” means, at any time, each Lender that is not a Defaulting Lender at such time.
“Non-Extension Notice Date” has the meaning specified in Section 2.03(b)(ii).
“Non-Guarantor Disposition” has the meaning specified in Section 2.05(b)(vii).
“Non-Guarantor Subsidiary” means any Subsidiary that is not a Loan Party.
“Non-Guarantor Recovery Event” has the meaning specified in Section 2.05(b)(vii).
“Non-Reinstatement Deadline” has the meaning specified in Section 2.03(b)(ii).
“Note” means a Term Loan Note or a Revolving Credit Note, as the context may require.
“Notice of Loan Prepayment” means a notice of prepayment with respect to a Loan, which shall be substantially in the form
of Exhibit J or such other form as may be reasonably 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.
“NPL” means the National Priorities List under CERCLA.
“Obligations” means all advances to, and debts, liabilities, obligations, covenants and duties of, any Loan Party arising under
any Loan Document or otherwise with respect to any Loan, Letter of Credit, Secured Cash Management Agreement, Secured Hedge
Agreement or Foreign Subsidiary Secured Obligation, in each case whether direct or indirect (including those acquired by
assumption), absolute or contingent, due or to become due, now existing or hereafter arising and including interest and fees that
accrue after the commencement by or against any Loan Party or any Affiliate thereof of any proceeding under any Debtor Relief
Laws naming such Person as the debtor in such proceeding, regardless of whether such interest and fees are allowed claims in such
proceeding; provided that the Obligations shall exclude any Excluded Swap Obligations.
“OFAC” means the Office of Foreign Assets Control of the United States Department of the Treasury.
“Organization Documents” means, (a) with respect to any corporation, the certificate or articles of incorporation and the
bylaws (or equivalent or comparable constitutive documents with respect to any non-U.S. jurisdiction); (b) with respect to any
limited liability company, the certificate of incorporation, memorandum and articles of association, or articles of formation or
organization and operating agreement; and (c) with respect to any partnership, exempted limited partnership, joint venture, trust or
other form of business entity, the partnership, exempted
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limited partnership, joint venture or other applicable agreement of formation or organization and any agreement, instrument, filing or
notice with respect thereto filed in connection with its formation, incorporation or organization with the applicable Governmental
Authority in the jurisdiction of its formation, incorporation or organization and, if applicable, any certificate or articles of formation,
incorporation or organization of such entity.
“Other Connection Taxes” means, with respect to any Recipient, Taxes imposed as a result of a present or former connection
between such Recipient and the jurisdiction imposing such Tax (other than connections arising solely from such Recipient having
executed, delivered, become a party to, performed its obligations under, received payments under, received or perfected a security
interest under, engaged in any other transaction pursuant to or enforced any Loan Document or sold or assigned an interest in any
Loan or Loan Document (but not connections arising solely from sales or assignments by a Recipient of an interest in any Loan or
Loan Document that result in non-U.S. Taxes imposed in a jurisdiction that is not one of the Loan Party’s jurisdiction of residence,
organization or activities)).
“Other Taxes” means all present or future stamp, court or documentary, intangible, recording, filing or similar Taxes that
arise from any payment made under, from the execution, delivery, performance, enforcement or registration of, from the receipt or
perfection of a security interest under, or otherwise with respect to any Loan Document, except any such Taxes that are Other
Connection Taxes imposed with respect to an assignment (other than an assignment made pursuant to Section 11.13).
“Outstanding Amount” means (a) with respect to Term Loans, Revolving Credit Loans and Swing Line Loans on any date,
the aggregate outstanding principal amount thereof after giving effect to any borrowings and prepayments or repayments of Term
Loans, Revolving Credit Loans and Swing Line Loans, as the case may be, occurring on such date; and (b) with respect to any L/C
Obligations on any date, the amount of such L/C Obligations on such date after giving effect to any L/C Credit Extension occurring
on such date and any other changes in the aggregate amount of the L/C Obligations as of such date, including as a result of any
reimbursements by the Borrowers of Unreimbursed Amounts.
“Parallel Debt” has the meaning specified in Section 9.12(a).
“Parent” means Ichor Holdings, Ltd., a company organized under the laws of the Cayman Islands.
“Participant” has the meaning specified in Section 11.06(d).
“Participant Register” has the meaning specified in Section 11.06(d).
“PBGC” means the Pension Benefit Guaranty Corporation.
“Pension Act” means the Pension Protection Act of 2006.
“Pension Funding Rules” means the rules of the Code and ERISA regarding minimum required contributions (including any
installment payment thereof) to Pension Plans and set forth in, with respect to plan years ending prior to the effective date of the
Pension Act, Section 412 of
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the Code and Section 302 of ERISA, each as in effect prior to the Pension Act and, thereafter, Section 412, 430, 431, 432 and 436 of
the Code and Sections 302, 303, 304 and 305 of ERISA.
“Pension Plan” means any employee pension benefit plan (including a Multiple Employer Plan, but excluding any
Multiemployer Plan) that is maintained or is contributed to by any Borrower and any ERISA Affiliate and is either covered by Title
IV of ERISA or is subject to the minimum funding standards under Section 412 of the Code.
“Perfection Certificate” means a certificate in the form of Exhibit G or any other form approved by the Administrative Agent,
as the same shall be supplemented from time to time by a Perfection Certificate Supplement or otherwise.
“Perfection Certificate Supplement” means a supplement to the Perfection Certificate in a form approved by the
Administrative Agent.
“Permitted Acquisition” has the meaning specified in Section 7.03(g).
“Permitted Liens” means Liens permitted by Section 7.01.
“Permitted Refinancing” with respect to any Person, any modification, refinancing, refunding, renewal, extension or
replacement of any Indebtedness of such Person; provided that:
(a)    the principal amount (or accreted value, if applicable) thereof does not exceed the principal amount (or accreted value,
if applicable) of the Indebtedness so modified, refinanced, refunded, renewed, extended or replaced except by an amount equal to
unpaid accrued interest and premium thereon plus other reasonable amount paid and fees (including original issue discount) and
expenses reasonably incurred, in connection with such modification, refinancing, refunding, renewal, extension or replacement and
by an amount equal to any existing commitments unutilized thereunder plus additional amount otherwise permitted to be incurred
pursuant to Section 7.02;
(b)    other than with respect to a Permitted Refinancing in respect of Indebtedness permitted pursuant to Section 7.02(e),
such modification, refinancing, refunding, renewal, extension or replacement has a final maturity date equal to or later than the final
maturity date of, and has a weighted average life to maturity equal to or greater than the weighted average life to maturity of, the
Indebtedness being modified, refinanced, refunded, renewed, extended or replaced (excluding the effect of any prepayments of
scheduled amortization); and
(c)    to the extent such Indebtedness being modified, refinanced, refunded, renewed, extended or replaced is unsecured or
junior in right of lien or subordinated in right of payment to the Obligations, such modification, refinancing, refunding, renewal,
extension or replacement is subordinated in right of payment to the Obligations.
“Permitted Seller Debt” means unsecured Indebtedness (other than earn-out obligations) owing to sellers of assets or Equity
Interests by a Loan Party or a Subsidiary that is incurred by a Loan Party or Subsidiary in connection with the consummation of one
or more Permitted Acquisitions so long as (i) with respect to any such Indebtedness that (x) requires cash interest or principal
payments while any Obligations remain outstanding or (y) has a maturity that is earlier
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than six (6) months following the Latest Maturity Date, the aggregate principal amount for all such unsecured Indebtedness
described in this clause (i) does not exceed $10,000,000 at any one time outstanding and such Indebtedness is otherwise on terms
and conditions reasonably acceptable to the Administrative Agent and (ii) any such Indebtedness is subordinated to the Obligations
on terms and conditions reasonably acceptable to the Administrative Agent.
“Person” means any natural person, corporation, limited liability company, trust, joint venture, association, company,
partnership, Governmental Authority or other entity.
“Plan” means any employee benefit plan within the meaning of Section 3(3) of ERISA (including a Pension Plan, but
excluding any Multiemployer Plan), maintained for employees of any of Holdings or any Subsidiary or any ERISA Affiliate or any
such Plan to which any of Holdings or any Subsidiary or any ERISA Affiliate is required to contribute on behalf of any of its
employees.
“Platform” has the meaning specified in Section 6.02.
“Pro Forma Cost Savings” means, without duplication of amounts added-back to calculate Consolidated EBITDA, with
respect to any period, the reductions in costs or synergies that have been realized or are reasonably anticipated to be realized in good
faith with respect to an EBITDA Transaction within twelve (12) months of the date of such EBITDA Transaction and that are
reasonably identifiable and factually supportable, as if all such reductions in costs or synergies had been effected as of the beginning
of such period, decreased by any recurring incremental expenses incurred or to be incurred during such four- (4-) quarter period in
order to achieve such reduction in costs; provided, that (x) the amount of Pro Forma Cost Savings that may be included on a pro
forma basis shall not exceed, together with any amounts added back pursuant to clause (x) of the definition of Consolidated
EBITDA, 25% of Consolidated EBITDA for the applicable four- (4-) quarter period, calculated before the add back for such items,
and (y) the Borrowers shall deliver to the Administrative Agent a certificate certifying as to the determination and calculation of the
Pro Forma Cost Savings and including the factual support thereof
“PTE” means a prohibited transaction class exemption issued by the U.S. Department of Labor, as any such exemption may
be amended from time to time.
“Public Lender” has the meaning specified in Section 6.02.
“QFC” has the meaning assigned to the term “qualified financial contract” in, and shall be interpreted in accordance with, 12
U.S.C. 5390(c)(8)(D).
“QFC Credit Support” has the meaning specified in Section 11.25.
“Qualified Capital Stock” means Equity Interests that are not Disqualified Capital Stock.
“Qualified ECP Guarantor” means, at any time, each Loan Party with total assets exceeding $10,000,000 or that qualifies at
such time as an “eligible contract participant” under the Commodity Exchange Act and can cause another Person to qualify as an
“eligible contract participant” at such time under §1a(18)(A)(v)(II) of the Commodity Exchange Act.
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“Reaffirmation Agreement” has the meaning specified in Section 4.01(a)(iii).
“Received Amount” has the meaning specified in Section 9.12(d).
“Recipient” means the Administrative Agent, any Lender, the L/C Issuer or any other recipient of any payment to be made by
or on account of any obligation of any Loan Party hereunder.
“Register” has the meaning specified in Section 11.06(c).
“Related Parties” means, with respect to any Person, such Person’s Affiliates and the partners, directors, officers, employees,
agents, trustees and advisors of such Person and of such Person’s Affiliates.
“Release” means any release, spill, emission, discharge, deposit, disposal, leaking, pumping, pouring, dumping, emptying,
injection or leaching into the Environment, or into, from or through any building, structure or facility.
“Reportable Event” means any of the events set forth in Section 4043(c) of ERISA, other than events for which the thirty
(30) day notice period has been waived.
“Request for Credit Extension” means (a) with respect to a Borrowing, conversion or continuation of Term Loans or
Revolving Credit Loans, a Committed Loan Notice, (b) with respect to an L/C Credit Extension, a Letter of Credit Application, and
(c) with respect to a Swing Line Loan, a Swing Line Loan Notice.
“Required Lenders” means, at any time, Lenders holding more than 50% of the sum of the (a) Total Outstandings (with the
aggregate amount of each Revolving Credit Lender’s risk participation and funded participation in L/C Obligations and Swing Line
Loans being deemed “held” by such Revolving Credit Lender for purposes of this definition) and (b) aggregate unused
Commitments; provided that the amount of any participation in any Swing Line Loan and Unreimbursed Amounts that such
Defaulting Lender has failed to fund that have not been reallocated to and funded by another Lender shall be deemed to be held by
the Lender that is the Swing Line Lender or L/C Issuer, as the case may be, in making such determination.
“Required Revolving Lenders” means, as of any date of determination, Revolving Credit Lenders holding more than 50% of
the sum of the (a) Total Revolving Credit Outstandings (with the aggregate amount of each Revolving Credit Lender’s risk
participation and funded participation in L/C Obligations and Swing Line Loans being deemed “held” by such Revolving Credit
Lender for purposes of this definition) and (b) aggregate unused Revolving Credit Commitments; provided that the unused
Revolving Credit Commitment of, and the portion of the Total Revolving Credit Outstandings held or deemed held by, any
Defaulting Lender shall be excluded for purposes of making a determination of Required Revolving Lenders.
“Required Term A Lenders” means, as of any date of determination, Term A Lenders holding more than 50% of the Term A
Facility on such date; provided that the portion of the Term A Facility held by any Defaulting Lender shall be excluded for purposes
of making a determination of Required Term A Lenders.
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“Rescindable Amount” has the meaning specified in Section 2.12(b)(i).
“Resolution Authority” means an EEA Resolution Authority or, with respect to any UK Financial Institution, a UK
Resolution Authority.
“Responsible Officer” means the chief executive officer, director, president, chief financial officer, treasurer, assistant
treasurer or controller of a Loan Party, or, in relation to Holdings, a managing director A and a managing director B acting jointly or
any other authorized signatory, and, solely for purposes of the delivery of incumbency certificates pursuant to Section 4.01, the
secretary or any assistant secretary of a Loan Party and, solely for purposes of notices given pursuant to Article II, any other officer
or employee of the applicable Loan Party so designated by any of the foregoing officers in a notice to the Administrative Agent or
any other officer or employee of the applicable Loan Party designated in or pursuant to an agreement between the applicable Loan
Party and the Administrative Agent. Any document delivered hereunder that is signed by a Responsible Officer of a Loan Party shall
be conclusively presumed to have been duly authorized by all necessary corporate, partnership and/or other action on the part of
such Loan Party and such Responsible Officer shall be conclusively presumed to have acted on behalf of such Loan Party.
“Restatement Date” means the first date all the conditions precedent in Section 4.01 are satisfied or waived in accordance
with Section 11.01.
“Restricted Payment” means any (x) dividend or other distribution (whether in cash, securities or other property) with respect
to any capital stock or other Equity Interest of any Person or any of its Subsidiaries, or any payment (whether in cash, securities or
other property), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, defeasance,
acquisition, cancellation or termination of any such capital stock or other Equity Interest, or on account of any return of capital to
any Person’s stockholders, partners or members (or the equivalent of any thereof), or any option, warrant or other right to acquire
any such dividend or other distribution or payment or (y) payment with respect to an earn-out obligation. For the avoidance of doubt,
payments made pursuant to Section 7.08(b) do not constitute Restricted Payments hereunder.
“Revolving Credit Borrowing” means a borrowing consisting of simultaneous Revolving Credit Loans of the same Type and,
in the case of Term SOFR Loans, having the same Interest Period made by each of the Revolving Credit Lenders pursuant to Section
2.01(a).
“Revolving Credit Commitment” means, as to each Revolving Credit Lender, its obligation to (a) make Revolving Credit
Loans to the Borrowers pursuant to Section 2.01 (including loans made pursuant to any Incremental Revolving Credit Commitment
and loans made pursuant to any Extended Revolving Credit Commitment), (b) purchase participations in L/C Obligations, and (c)
purchase participations in Swing Line Loans, in an aggregate principal amount at any one (1) time outstanding not to exceed the
amount set forth opposite such Lender’s name on Schedule 2.01 under the caption “Revolving Credit Commitment” or opposite such
caption in the Assignment and Assumption pursuant to which such Lender becomes a party hereto, as applicable, as such amount
may be adjusted from time to time in accordance with this Agreement.
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“Revolving Credit Exposure” means, as to any Lender at any time, the aggregate principal amount at such time of its
outstanding Revolving Credit Loans and such Lender’s participation in L/C Obligations and Swing Line Loans at such time.
“Revolving Credit Facility” means, at any time, the aggregate amount of the Revolving Credit Lenders’ Revolving Credit
Commitments (including any Extended Revolving Credit Commitments) at such time.
“Revolving Credit Lender” means, at any time, any Lender that has a Revolving Credit Commitment at such time.
“Revolving Credit Loan” has the meaning specified in Section 2.01(a).
“Revolving Credit Note” means a promissory note made by the Borrowers in favor of a Revolving Credit Lender evidencing
Revolving Credit Loans or Swing Line Loans, as the case may be, made by such Revolving Credit Lender, substantially in the form
of Exhibit C-2.
“Sanction(s)” means any sanction administered or enforced by the United States Government (including without limitation,
OFAC), the United Nations Security Council, the European Union, Her Majesty’s Treasury or other relevant sanctions authority.
“S&P” means Standard & Poor’s Financial Services LLC, a subsidiary of The McGraw-Hill Companies, Inc., and any
successor thereto.
“Scheduled Unavailability Date” has the meaning specified in Section 3.03(b).
“SEC” means the Securities and Exchange Commission, or any Governmental Authority succeeding to any of its principal
functions.
“Secured Cash Management Agreement” means any Cash Management Agreement that is entered into by and between any
Loan Party and any Cash Management Bank.
“Secured Hedge Agreement” means any Swap Contract permitted under Article VI or VII that is entered into by and between
any Loan Party and any Hedge Bank.
“Secured Parties” means, collectively, the Administrative Agent, the Lenders (including any Designated Lenders), the L/C
Issuer, the Hedge Banks, the Cash Management Banks, Foreign Obligation Providers, the Indemnitees and each co-agent or sub-
agent appointed by the Administrative Agent from time to time pursuant to Section 9.05, and the other Persons the Obligations
owing to which are or are purported to be secured by the Collateral under the terms of the Collateral Documents.
“Security and Pledge Agreement” means the Amended and Restated Security and Pledge Agreement dated as of the
Restatement Date, duly executed by each domestic Loan Party, together with each other security agreement and security agreement
supplement delivered pursuant to Section 6.12, in each case as amended and/or supplemented from time to time.
“Security Agreement Supplement” has the meaning specified in Section 1.1(c) of the Security and Pledge Agreement.
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“Singapore Collateral Documents” means (a) the debenture dated August 11, 2015 as supplemented by the supplemental
debenture dated 16 February 2018 and to be supplemented by the second supplemental debenture to be dated on or about the
Restatement Date, in each case made between the Singapore Loan Party and the Administrative Agent; (b) the assignment of
receivables dated August 11, 2015 as supplemented by the supplemental assignment of receivables dated 16 February 2018 and to be
supplemented by the supplemental assignment of receivables to be dated on or about the Restatement Date, in each case made
between the Singapore Loan Party and the Administrative Agent; (c) the charge over accounts dated August 11, 2015 as
supplemented by the supplemental charge over accounts dated 16 February 2018 and to be supplemented by the supplemental charge
over accounts to be dated on or about the Restatement Date, in each case made between the Singapore Loan Party and the
Administrative Agent and (d) the charge over shares in the Singapore Loan Party dated on August 11, 2015 as supplemented by the
supplemental share charge dated 16 February 2018 and to be supplemented by the supplemental share charge to be dated on or about
the Restatement Date, in each case made between Holdings and the Administrative Agent, in each case as amended and/or
supplemented from time to time.
“Singapore Loan Party” means Ichor Systems Singapore Pte. Ltd., a company incorporated in Singapore with registration
number 200918207E, whose registered address is at 9 Raffles Place #26-01 Republic Plaza Singapore 048619.
“SOFR” means the Secured Overnight Financing Rate as administered by the Federal Reserve Bank of New York (or a
successor administrator).
“SOFR Adjustment” with respect to Daily Simple SOFR means 0.26161% (26.161 basis points); and with respect to Term
SOFR means 0.11448% (11.448 basis points) for an interest period of one-month’s duration, 0.26161% (26.161 basis points) for an
interest period of three-month’s duration, 0.42826% (42.826 basis points) for an interest period of six-months’ duration, and
0.71513% (71.513 basis points) for an interest period of twelve–months’ duration.
“Solvent” and “Solvency” mean, with respect to any Person on any date of determination, that on such date (a) the fair value
of the property of such Person is greater than the total amount of liabilities, including contingent liabilities, of such Person, (b) the
present fair salable value of the assets of such Person is not less than the amount that will be required to pay the probable liability of
such Person on its debts as they become absolute and matured, (c) such Person does not intend to, and does not believe that it will,
incur debts or liabilities beyond such Person’s ability to pay such debts and liabilities as they mature, (d) such Person is not engaged
in business or a transaction, and is not about to engage in business or a transaction, for which such Person’s property would
constitute an unreasonably small capital, and (e) such Person is able to pay its debts and liabilities, contingent obligations and other
commitments as they mature in the ordinary course of business. The amount of contingent liabilities at any time shall be computed
as the amount that, in the light of all the facts and circumstances existing at such time, represents the amount that can reasonably be
expected to become an actual or matured liability.
“Specified Equity Contribution” has the meaning specified in Section 8.04.
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“Specified Loan Party” means any Loan Party that is not an “eligible contract participant” under the Commodity Exchange
Act (determined prior to giving effect to Section 10.11).
“Spot Rate” has the meaning specified in Section 1.07.
“Subordination Provisions” has the meaning specified in Section 8.01(m).
“Subsidiary” of a Person means a corporation, partnership, joint venture, limited liability company or other business entity of
which a majority of the shares of securities or other interests having ordinary voting power for the election of directors or other
governing body (other than securities or interests having such power only by reason of the happening of a contingency) are at the
time beneficially owned, or the management of which is otherwise controlled, directly, or indirectly through one (1) or more
intermediaries, or both, by such Person. Unless otherwise specified, all references herein to a “Subsidiary” or to “Subsidiaries” shall
refer to a Subsidiary or Subsidiaries of Holdings.
“Successor Rate” has the meaning specified in Section 3.03(b).
“Supported QFC” has the meaning specified in Section 11.25.
“Swap Contract” means (a) any and all rate swap transactions, basis swaps, credit derivative transactions, forward rate
transactions, commodity swaps, commodity options, forward commodity contracts, equity or equity index swaps or options, bond or
bond price or bond index swaps or options or forward bond or forward bond price or forward bond index transactions, interest rate
options, forward foreign exchange transactions, cap transactions, floor transactions, collar transactions, currency swap transactions,
cross-currency rate swap transactions, currency options, spot contracts, or any other similar transactions or any combination of any
of the foregoing (including any options to enter into any of the foregoing), whether or not any such transaction is governed by or
subject to any master agreement, and (b) any and all transactions of any kind, and the related confirmations, which are subject to the
terms and conditions of, or governed by, any form of master agreement published by the International Swaps and Derivatives
Association, Inc., any International Foreign Exchange Master Agreement, or any other master agreement (any such master
agreement, together with any related schedules, a “Master Agreement”), including any such obligations or liabilities under any
Master Agreement.
“Swap Obligations” means with respect to any Guarantor any obligation to pay or perform under any agreement, contract or
transaction that constitutes a “swap” within the meaning of Section 1a(47) of the Commodity Exchange Act.
“Swap Termination Value” means, in respect of any one (1) or more Swap Contracts, after taking into account the effect of
any legally enforceable netting agreement relating to such Swap Contracts, (a) for any date on or after the date such Swap Contracts
have been closed out and termination value(s) determined in accordance therewith, such termination value(s), and (b) for any date
prior to the date referenced in clause (a), the amount(s) determined as the mark-to-market value(s) for such Swap Contracts, as
determined based upon one (1) or more mid-market or other readily available quotations provided by any recognized dealer in such
Swap Contracts (which may include a Lender or any Affiliate of a Lender).
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“Swing Line Borrowing” means a borrowing of a Swing Line Loan pursuant to Section 2.04.
“Swing Line Lender” means Bank of America, through itself or through one (1) of its designated Affiliates or branch offices,
in its capacity as provider of Swing Line Loans, or any successor swing line lender hereunder.
“Swing Line Loan” has the meaning specified in Section 2.04(a).
“Swing Line Loan Notice” means a notice of a Swing Line Borrowing pursuant to Section 2.04(b), which shall be
substantially in the form of Exhibit B 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 each of the Borrowers.
“Swing Line Sublimit” means an amount equal to the lesser of (a) $10,000,000 and (b) the Revolving Credit Facility. The
Swing Line Sublimit is part of, and not in addition to, the Revolving Credit Facility.
“Synthetic Debt” means, with respect to any Person as of any date of determination thereof, all obligations of such Person in
respect of transactions entered into by such Person that are intended to function primarily as a borrowing of funds (including any
minority interest transactions that function primarily as a borrowing) but are not otherwise included in the definition of
“Indebtedness” or as a liability on the consolidated balance sheet of such Person and its Subsidiaries in accordance with GAAP.
“Synthetic Lease Obligation” means the monetary obligation of a Person under (a) a so-called synthetic, off-balance sheet or
tax retention lease, or (b) an agreement for the use or possession of property (including sale and leaseback transactions), in each
case, creating obligations that do not appear on the balance sheet of such Person but which, upon the application of any Debtor
Relief Laws to such Person, would be characterized as the indebtedness of such Person (without regard to accounting treatment).
“Taxes” means all present or future taxes, levies, imposts, duties, deductions, withholdings (including backup withholding),
assessments, fees or other charges imposed by any Governmental Authority, including any interest, additions to tax or penalties
applicable thereto.
“Term A Borrowing” means a borrowing consisting of simultaneous Term A Loans of the same Type and, in the case of Term
SOFR Loans, having the same Interest Period made by each of the Term A Lenders pursuant to Section 2.01(b).
“Term A Commitment” means, as to each Term A Lender, its obligation to make Term A Loans to the Borrowers pursuant to
Section 2.01(b) in an aggregate principal amount at any one (1) time outstanding not to exceed the amount set forth opposite such
Term A Lender’s name on Schedule 2.01 under the caption “Term A Commitment” or opposite such caption in the Assignment and
Assumption pursuant to which such Term A Lender becomes a party hereto, as applicable, as such amount may be adjusted from
time to time in accordance with this Agreement.
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“Term A Facility” means, at any time, (a) on or prior to the Restatement Date, the aggregate amount of the Term A
Commitments at such time, and (b) thereafter, the aggregate principal amount of the Term A Loans of all Term A Lenders
outstanding at such time.
“Term A Lender” means (a) at any time on or prior to the Restatement Date, any Lender that has a Term A Commitment at
such time and (b) at any time after the Restatement Date, any Lender that holds Term A Loans at such time.
“Term A Loan” means an advance made by any Term A Lender under the Term A Facility.
“Term Borrowing” means either a Term A Borrowing or a borrowing of Incremental Term Loans.
“Term Lender” means, as of any date of determination, a Term A Lender, an Extending Term Lender or a Lender holding an
Incremental Term Commitment or Incremental Term Loans, as the context may require.
“Term Loan” means any Term A Loan, any Incremental Term Loan or any Extended Term Loan, as the context may require.
“Term Loan Note” means a promissory note made by the Borrowers in favor of a Term Lender evidencing Term Loans made
by such Lender, substantially in the form of substantially in the form of Exhibit C-1.
“Term SOFR” means:
(a)    for any Interest Period with respect to a Term SOFR Loan, the rate per annum equal to the Term SOFR Screen Rate two
U.S. Government Securities Business Days prior to the commencement of such Interest Period with a term equivalent to such
Interest Period; provided that if the rate is not published prior to 11:00 a.m. (eastern time) on such determination date then Term
SOFR means the Term SOFR Screen Rate on the first U.S. Government Securities Business Day immediately prior thereto, in each
case, plus the SOFR Adjustment for such Interest Period; and
(b)    for any interest calculation with respect to a Base Rate Loan on any date, the rate per annum equal to the Term SOFR
Screen Rate two U.S. Government Securities Business Days prior to such date with a term of one month commencing that day,
provided that if the rate is not published prior to 11:00 a.m. (eastern time) on such determination date then Term SOFR means the
Term SOFR Screen Rate on the first U.S. Government Securities Business Day immediately prior thereto, in each case, plus the
SOFR Adjustment for such term;
provided that if Term SOFR determined in accordance with either of the foregoing provisions (a) or (b) of this definition would
otherwise be less than zero, Term SOFR shall be deemed zero for purposes of this Agreement.
“Term SOFR Loan” means a Loan that bears interest at a rate based on clause (a) of the definition of Term SOFR.
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“Term SOFR Screen Rate” means the forward-looking SOFR term rate administered by CME (or any successor administrator
satisfactory to the Administrative Agent) and published on the applicable Reuters screen page (or such other commercially available
source providing such quotations as may be designated by the Administrative Agent from time to time).
“Total Assets” means, as of the date of any determination thereof, total assets of Holdings and its Subsidiaries calculated in
accordance with GAAP on a consolidated basis as of such date.
“Total Credit Exposure” means, as to any Lender at any time, the unused Commitments and Revolving Credit Exposure of
such Lender at such time.
“Total Outstandings” means the aggregate Outstanding Amount of all Loans and all L/C Obligations.
“Total Revolving Credit Outstandings” means the aggregate Outstanding Amount of all Revolving Credit Loans, Swing Line
Loans and L/C Obligations.
“Trade Date” has the meaning specified in Section 11.06(g).
“Transaction” means, collectively, (a) the entering into by the Loan Parties and their applicable Subsidiaries of the Loan
Documents to which they are party, (b) the refinancing of certain outstanding Indebtedness of Holdings and its Subsidiaries under
the Existing Credit Agreement and the termination of all commitments with respect thereto and (c) the payment of the fees and
expenses incurred in connection with the consummation of the foregoing.
“TTM Consolidated EBITDA” means Consolidated EBITDA of Holdings and its Subsidiaries on a consolidated basis for the
most recently completed Measurement Period.
“Type” means, with respect to a Loan, its character as a Base Rate Loan or a Term SOFR Loan.
“UCC” means the Uniform Commercial Code as in effect in the State of New York provided that, if perfection or the effect
of perfection or non-perfection or the priority of any security interest in any Collateral is governed by the Uniform Commercial
Code as in effect in a jurisdiction other than the State of New York, “UCC” means the Uniform Commercial Code as in effect from
time to time in such other jurisdiction for purposes of the provisions hereof relating to such perfection, effect of perfection or non-
perfection or priority.
“UCP” means, with respect to any Letter of Credit, the Uniform Customs and Practice for Documentary Credits,
International Chamber of Commerce (“ICC”) Publication No. 600 (or such later version thereof as may be in effect at the time of
issuance).
“UK Financial Institution” means any BRRD Undertaking (as such term is defined under the PRA Rulebook (as amended
from time to time) promulgated by the United Kingdom Prudential Regulation Authority) or any person falling within IFPRU 11.6 of
the FCA Handbook (as amended from time to time) promulgated by the United Kingdom Financial Conduct Authority, which
includes certain credit institutions and investment firms, and certain affiliates of such credit institutions or investment firms.
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“UK Resolution Authority” means the Bank of England or any other public administrative authority having responsibility for
the resolution of any UK Financial Institution.
“Unfinanced Cash Capital Expenditures” means, for any period, the amount of Capital Expenditures made by Holdings and
its Subsidiaries during such period in cash, but excluding any such Capital Expenditures (i) financed with Indebtedness permitted
under Section 7.02 (including any Capitalized Leases, but excluding Capital Expenditures purchased with Revolving Credit Loans)
or (ii) that constitute reinvestment of proceeds as contemplated by the proviso in the definition of “Net Cash Proceeds”.
“United States” and “U.S.” mean the United States of America.
“Unreimbursed Amount” has the meaning specified in Section 2.03(c).
“U.S. Government Securities Business Day” means any Business Day, except any Business Day on which any of the
Securities Industry and Financial Markets Association, the New York Stock Exchange or the Federal Reserve Bank of New York is
not open for business because such day is a legal holiday under the federal laws of the United States or the laws of the State of New
York, as applicable.
“U.S. Loan Party” means any Loan Party that is organized under the laws of one (1) of the states of the United States.
“U.S. Person” means any Person that is a “United States Person” as defined in Section 7701(a)(30) of the Code.
“U.S. Special Resolution Regimes” has the meaning specified in Section 11.25.
“U.S. Tax Compliance Certificate” has the meaning specified in Section 3.01(e)(ii)(B)(3).
“VAT” means value added tax within the meaning of Council Directive 2006/112/ EC of 28 November 2006 on the common
system of value added tax or any legislation in a member state of the European Union implementing such Council Directive and any
other tax of a similar nature.
“Write-Down and Conversion Powers” means, (a) with respect to any EEA Resolution Authority, the write-down and
conversion powers of such EEA Resolution Authority from time to time under the Bail-In Legislation for the applicable EEA
Member Country, which write-down and conversion powers are described in the EU Bail-In Legislation Schedule, and (b) with
respect to the United Kingdom, any powers of the applicable Resolution Authority under the Bail-In Legislation to cancel, reduce,
modify or change the form of a liability of any UK Financial Institution or any contract or instrument under which that liability
arises, to convert all or part of that liability into shares, securities or obligations of that person or any other person, to provide that
any such contract or instrument is to have effect as if a right had been exercised under it or to suspend any obligation in respect of
that liability or any of the powers under that Bail-In Legislation that are related to or ancillary to any of those powers.
“Yield” means, as to any Indebtedness, the yield thereof, whether in the form of interest rate, margin, OID, upfront fees, a
SOFR floor or Base Rate floor or otherwise; provided that OID
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and upfront fees (but not any arrangement, structuring, commitment or other fees not shared by the Lenders generally) shall be
equated to interest rate assuming a four- (4-) year life to maturity.
1.02    Other Interpretive Provisions. With reference to this Agreement and each other Loan Document, unless otherwise
specified herein or in such other Loan Document:
(a)    The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the
context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include,”
“includes” and “including” shall be deemed to be followed by the phrase “without limitation.” The word “will” shall be construed to
have the same meaning and effect as the word “shall.” Unless the context requires otherwise, (i) any definition of or reference to any
agreement, instrument or other document (including the Loan Documents and any Organization Document) shall be construed as
referring to such agreement, instrument or other document as from time to time amended, amended and restated, extended, replaced,
supplemented or otherwise modified (subject to any restrictions on such amendments, extensions, replacements, supplements or
modifications set forth herein or in any other Loan Document), (ii) any reference herein to any Person shall be construed to include
such Person’s successors and assigns, (iii) the words “hereto,” “herein,” “hereof” and “hereunder,” and words of similar import when
used in any Loan Document, shall be construed to refer to such Loan Document in its entirety and not to any particular provision
thereof, (iv) all references in a Loan Document to Articles, Sections, Preliminary Statements, Exhibits and Schedules shall be
construed to refer to Articles and Sections of, and Preliminary Statements, Exhibits and Schedules to, the Loan Document in which
such references appear, (v) any reference to any law shall include all statutory and regulatory provisions consolidating, amending,
replacing or interpreting such law and any reference to any law or regulation shall, unless otherwise specified, refer to such law or
regulation as amended, modified, extended, restated, replaced or supplemented from time to time, and (vi) the words “asset” and
“property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and
properties, including cash, securities, accounts and contract rights. Any and all references to “Borrower” regardless of whether
preceded by the term a, any, each of, all, and/or, or any other similar term shall be deemed to refer, as the context requires, to each
and every (and/or any one (1) or all) parties constituting a Borrower, individually and/or in the aggregate.
(b)    In the computation of periods of time from a specified date to a later specified date, the word “from” means “from and
including;” the words “to” and “until” each mean “to but excluding;” and the word “through” means “to and including.”
(c)    Section headings herein and in the other Loan Documents are included for convenience of reference only and shall not
affect the interpretation of this Agreement or any other Loan Document.
1.03    Accounting Terms.
(a)    Generally. All accounting terms not specifically or completely defined herein shall be construed in conformity with, and
all financial data (including financial ratios and other financial calculations) required to be submitted pursuant to this Agreement
shall be prepared in conformity with, GAAP applied on a consistent basis, as in effect from time to time, applied in a manner
consistent with that used in preparing the Audited Financial Statements, except as
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otherwise specifically prescribed herein. Notwithstanding the foregoing, for purposes of determining compliance with any covenant
(including the computation of any financial covenant) contained herein, Indebtedness of Holdings and its Subsidiaries shall be
deemed to be carried at 100% of the outstanding principal amount thereof, and the effects of FASB ASC 825 and FASB ASC 470-20
on financial liabilities shall be disregarded.
(b)    Changes in GAAP. If at any time any change in GAAP (including the adoption of IFRS) would affect the computation
of any financial ratio or requirement set forth in any Loan Document, and either the Borrowers or the Required Lenders shall so
request, the Administrative Agent, the Lenders and the Borrowers shall negotiate in good faith to amend such ratio or requirement to
preserve the original intent thereof in light of such change in GAAP (subject to the approval of the Required Lenders); provided that,
until so amended, (A) such ratio or requirement shall continue to be computed in accordance with GAAP prior to such change
therein and (B) the Borrowers shall provide to the Administrative Agent and the Lenders financial statements and other documents
required under this Agreement or as reasonably requested hereunder setting forth a reconciliation between calculations of such ratio
or requirement made before and after giving effect to such change in GAAP. Without limiting the foregoing, for all purposes
hereunder, leases shall continue to be classified and accounted for on a basis consistent with that reflected in the Audited Financial
Statements for all purposes of this Agreement, notwithstanding any change in GAAP relating thereto, unless the parties hereto shall
enter into a mutually acceptable amendment addressing such changes, as provided for above.
(c)    Consolidation of Variable Interest Entities. All references herein to consolidated financial statements of Holdings and its
Subsidiaries or to the determination of any amount for Holdings and its Subsidiaries on a consolidated basis or any similar reference
shall, in each case, be deemed to include each variable interest entity that Holdings is required to consolidate pursuant to FASB ASC
810 as if such variable interest entity were a Subsidiary as defined herein.
1.04    Rounding. Any financial ratios required to be maintained by the Borrowers pursuant to this Agreement shall be
calculated by dividing the appropriate component by the other component, carrying the result to one (1) place more than the number
of places by which such ratio is expressed herein and rounding the result up or down to the nearest number (with a rounding-up if
there is no nearest number).
1.05    Times of Day; Rates. Unless otherwise specified, all references herein to times of day shall be references to Pacific
time (daylight or standard, as applicable).
The Administrative Agent does not warrant, nor accept responsibility, nor shall the Administrative Agent have any liability
with respect to the administration, submission or any other matter related to Term SOFR or with respect to any comparable or
successor rate thereto.
1.06    Letter of Credit Amounts. Unless otherwise specified herein, the amount of a Letter of Credit at any time shall be
deemed to be the stated amount of such Letter of Credit in effect at such time; provided, however, that with respect to any Letter of
Credit that, by its terms or the terms of any Issuer Document related thereto, provides for one (1) or more automatic increases in the
stated amount thereof, the amount of such Letter of Credit shall be deemed to be
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the maximum stated amount of such Letter of Credit after giving effect to all such increases, whether or not such maximum stated
amount is in effect at such time.
1.07    Currency Equivalents Generally.
(a)    Any amount specified in this Agreement (other than in Articles II, IX and X) or any of the other Loan Documents to be
in Dollars shall also include the equivalent of such amount in any currency other than Dollars, such equivalent amount thereof in the
applicable currency to be determined by the Administrative Agent at such time on the basis of the Spot Rate (as defined below) for
the purchase of such currency with Dollars. For purposes of this Section 1.07, the “Spot Rate” for a currency means the rate
determined by the Administrative Agent to be the rate quoted by the Person acting in such capacity as the spot rate for the purchase
by such Person of such currency with another currency through its principal foreign exchange trading office at approximately 11:00
a.m. on the date two (2) Business Days prior to the date of such determination; provided that the Administrative Agent may obtain
such spot rate from another financial institution designated by the Administrative Agent if the Person acting in such capacity does
not have as of the date of determination a spot buying rate for any such currency.
(b)    For purposes of determining compliance with Section 7.01, 7.02, 7.03, 7.05, 7.06 and 7.15 in the event that any Liens,
Indebtedness, Investments, Disposition, Restricted Payment, or prepayment of Indebtedness in a currency other than Dollars, no
Default or Event of Default shall be deemed to have occurred solely as a result of changes in rates of currency exchange occurring
after the time Holdings or one (1) of its Subsidiaries is contractually obligated to incur, make or acquire such Indebtedness, Liens,
Disposition, Restricted Payment, Investments or prepayment of Indebtedness (so long as, at the time of entering into the contract to
incur, make or acquire such Liens, Indebtedness, Investments, Disposition, Restricted Payment, or prepayment of Indebtedness, it
was permitted hereunder) and once contractually obligated to be incurred, made or acquired, the amount of such Liens,
Indebtedness, Investments, Disposition, Restricted Payment, or prepayment of Indebtedness, shall be always deemed to be at the
Dollar amount on such date, regardless of later changes in currency exchange rates.
(c)    Notwithstanding anything to the contrary, (a) unless specifically stated otherwise herein, any dollar, number, percentage
or other amount available under any carve-out, basket, exclusion or exception to any affirmative, negative or other covenant in this
Agreement or the other Loan Documents may be accumulated, added, combined, aggregated or used together by any Loan Party and
its Subsidiaries without limitation for any purpose not prohibited hereby, and (b) any action or event permitted by this Agreement or
the other Loan Documents need not be permitted solely by reference to one (1) provision permitting such action or event but may be
permitted in part by one (1) such provision and in part by one (1) or more other provisions of this Agreement and the other Loan
Documents.
1.08        Accounting for Acquisitions and Dispositions. With respect to any acquisition or Disposition, as applicable,
consummated after the Restatement Date, the following shall apply:
(a)        For each of the four (4) periods of four (4) fiscal quarters ending next following the date of any acquisition,
Consolidated EBITDA shall include the results of operations of the Person or assets so acquired on a historical pro forma basis to the
extent information in sufficient
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detail concerning such historical results of such Person or assets is reasonably available, without giving effect to any cost savings
other than Pro Forma Cost Savings;
(b)        For each of the four (4) periods of four (4) fiscal quarters ending next following the date of each acquisition,
Consolidated Interest Charges shall include the results of operations of the Person or assets so acquired determined on a historical
pro forma basis to the extent information in sufficient detail concerning such historical results of such Person or assets is reasonably
available; provided, that, Consolidated Interest Charges shall be adjusted on a historical pro forma basis to (i) eliminate interest
expense accrued during such period on any Indebtedness repaid in connection with such acquisition and (ii) include interest expense
on any Indebtedness (including Indebtedness hereunder) incurred, acquired or assumed in connection with such acquisition
(“Incremental Debt”) calculated (x) as if all such Incremental Debt had been incurred as of the first day of such four (4) fiscal
quarter period and (y) at the following interest rates: (I) for all periods subsequent to the date of the acquisition and for Incremental
Debt assumed or acquired in the acquisition and in effect prior to the date of acquisition, at the actual rates of interest applicable
thereto, and (II) for all periods prior to the actual incurrence of such Incremental Debt, at the average daily rate applicable to the
Incremental Debt during all periods subsequent to the date of the acquisition;
(c)    For each of the four (4) periods of four (4) fiscal quarters ending next following the date of any Disposition of a
Subsidiary or all or substantially all of the assets of a Subsidiary (other than if such Disposition is to Holdings or another
Subsidiary), (i) Consolidated EBITDA shall exclude the results of operations of the Person or assets so disposed of on a historical
pro forma basis, and which amounts shall include only adjustments reasonably satisfactory to the Administrative Agent; and
(d)    For each of the four (4) periods of four (4) fiscal quarters ending next following the date of any Disposition of a
Subsidiary or all or substantially all of the assets of a Subsidiary (other than if such Disposition is to Holdings or another
Subsidiary), Consolidated Interest Charges shall be adjusted on a historical pro forma basis to eliminate interest expense accrued
during such period on (i) any Indebtedness repaid or assumed from the Subsidiary in connection with such Disposition or (ii) if such
Disposition is of all of the Equity Interests of the Subsidiary, any Indebtedness of such Subsidiary for which neither the Borrowers
nor any other Subsidiary is directly or indirectly liable.
1.09    Reallocation of Revolving Credit Loans on the Restatement Date. Each Revolving Credit Lender hereby sells and
assigns on the Restatement Date to each Revolving Credit Lender, without recourse, representation or warranty (except as set forth
below), and each such Revolving Credit Lender hereby purchases and assumes on the Restatement Date from each Revolving Credit
Lender a percentage interest in the Revolving Credit Commitments and Revolving Credit Loans outstanding on the Restatement
Date upon the effectiveness of this Agreement as may be required to reflect the allocation of Revolving Credit Commitments set
forth on Schedule 2.01 of this Agreement as of the Restatement Date. The Revolving Credit Lenders agree to make such inter-
Revolving Credit Lender wire transfers as may be required to give effect to the foregoing assignments and assumptions. With respect
to such Revolving Credit Commitments and Revolving Credit Loans so assigned, each Revolving Credit Lender makes no
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representation or warranty whatsoever, except that it represents and warrants that it is the legal and beneficial owner of the same,
free and clear of any adverse claim.
1.10    Division. Any reference herein to a merger, transfer, consolidation, amalgamation, assignment, sale, disposition or
transfer, or similar term, shall be deemed to apply to a Division of or by a limited liability company or limited partnership, or an
allocation of assets to a series of any such entity (or the unwinding of a Division or allocation) as if it were a merger, transfer,
consolidation, amalgamation, assignment, sale, disposition or transfer, or similar term, as applicable, to, of or with a separate Person.
Any Division of a Person shall constitute a separate Person hereunder.
ARTICLE II    
THE COMMITMENTS AND CREDIT EXTENSIONS
2.01        The Loans. (a) The Revolving Credit Borrowings. Subject to the terms and conditions set forth herein, each
Revolving Credit Lender severally agrees to make loans in Dollars (each such loan, a “Revolving Credit Loan”) to the Borrowers
from time to time, on any Business Day during the Availability Period, in an aggregate amount not to exceed at any time outstanding
the amount of such Lender’s Revolving Credit Commitment; provided, however, that after giving effect to any Revolving Credit
Borrowing, (i) the Total Revolving Credit Outstandings shall not exceed the Revolving Credit Facility, and (ii) the Revolving Credit
Exposure shall not exceed such Revolving Credit Lender’s Revolving Credit Commitment. Within the limits of each Revolving
Credit Lender’s Revolving Credit Commitment, and subject to the other terms and conditions hereof, the Borrowers may borrow
under this Section 2.01(c), prepay under Section 2.05, and reborrow under this Section 2.01(c). Revolving Credit Loans may be Base
Rate Loans or Term SOFR Loans, as further provided herein.
(b)    The Term A Borrowing. Subject to the terms and conditions set forth herein, each Term A Lender severally agrees to
make a single loan to the Borrowers on the Restatement Date in Dollars in an amount not to exceed such Term A Lender’s Term A
Commitment Percentage of the Term A Facility. The Term A Borrowing shall consist of Term A Loans made simultaneously by the
Term A Lenders in accordance with their respective Applicable Percentage of the Term A Facility. Amounts borrowed under this
Section 2.01(b) and repaid or prepaid may not be reborrowed. Term A Loans may be Base Rate Loans or Term SOFR Loans, as
further provided herein.
(c)        Incremental Term Loans. Subject to Section 2.15, as set forth in any Increase Joinder or other Additional Credit
Extension Amendment entered into pursuant to Section 2.15, each Lender party thereto with an Incremental Term Commitment
severally agrees to make its portion of a term loan (each, an “Incremental Term Loan”) in a single advance to the Borrowers in
Dollars in the amount of its respective Incremental Term Commitment as set forth in such Increase Joinder or such other Additional
Credit Extension Amendment. Amounts repaid on any Incremental Term Loan may not be reborrowed. Each Incremental Term Loan
may be a Base Rate Loan or Term SOFR Loan, as further provided herein.
2.02        Borrowings, Conversions and Continuations of Loans. (a) Each Term A Borrowing, each Revolving Credit
Borrowing, each conversion of Term Loans or Revolving Credit Loans from one Type to the other, and each continuation of Term
SOFR Loans shall be
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made upon the Borrowers’ irrevocable notice to the Administrative Agent, which may be given by (A) telephone, or (B) a
Committed Loan Notice; provided that any telephone notice must be confirmed immediately by delivery to the Administrative Agent
of a Committed Loan Notice. Each such Committed Loan Notice must be received by the Administrative Agent not later than 10:00
a.m. (i) three (3) Business Days prior to the requested date of any Borrowing of, conversion to or continuation of Term SOFR Loans
or of any conversion of Term SOFR Loans to Base Rate Loans, and (ii) on the requested date of any Borrowing of Base Rate Loans.
Each Borrowing of, conversion to or continuation of Term SOFR Loans shall be in a principal amount of $100,000 or a whole
multiple of $100,000 in excess thereof. Except as provided in Sections 2.03(c) and 2.04(c), each Borrowing of or conversion to Base
Rate Loans shall be in a principal amount of $100,000 or a whole multiple of $100,000 in excess thereof (other than in connection
with the initial advances hereunder on the Restatement Date). Each Committed Loan Notice shall specify (i) whether the Borrowers
are requesting a Term A Borrowing, a Revolving Credit Borrowing, a conversion of Term Loans or Revolving Credit Loans from one
Type to the other, or a continuation of Term SOFR Loans, (ii) the requested date of the Borrowing, conversion or continuation, as the
case may be (which shall be a Business Day), (iii) the principal amount of Loans to be borrowed, converted or continued, (iv) the
Type of Loans to be borrowed or to which existing Term Loans or Revolving Credit Loans are to be converted, and (v) if applicable,
the duration of the Interest Period with respect thereto. If the Borrowers fail to specify a Type of Loan in a Committed Loan Notice
or if the Borrowers fail to give a timely notice requesting a conversion or continuation, then the applicable Term Loans or Revolving
Credit Loans shall be made as, or converted to, Base Rate Loans. Any such automatic conversion to Base Rate Loans shall be
effective as of the last day of the Interest Period then in effect with respect to the applicable Term SOFR Loans. If the Borrowers
request a Borrowing of, conversion to, or continuation of Term SOFR Loans in any such Committed Loan Notice, but fail to specify
an Interest Period, it will be deemed to have specified an Interest Period of one (1) month. Notwithstanding anything to the contrary
herein, a Swing Line Loan may not be converted to a Term SOFR Loan.
(b)    Following receipt of a Committed Loan Notice, the Administrative Agent shall promptly notify each Lender of the
amount of its Applicable Percentage under the applicable Facility of the applicable Term A Loans or Revolving Credit Loans, and if
no timely notice of a conversion or continuation is provided by the Borrowers, the Administrative Agent shall notify each Lender of
the details of any automatic conversion to Base Rate Loans described in Section 2.02(a). In the case of a Term A Borrowing or a
Revolving Credit Borrowing, each Appropriate Lender shall make the amount of its Loan available to the Administrative Agent in
immediately available funds at the Administrative Agent’s Office not later than 11:00 a.m. on the Business Day specified in the
applicable Committed Loan Notice. Upon satisfaction of the applicable conditions set forth in Section 4.02 (and, if such Borrowing
is the initial Credit Extension, Section 4.01), the Administrative Agent shall make all funds so received available to the Borrowers in
like funds as received by the Administrative Agent either by (i) crediting the account of the Borrowers on the books of Bank of
America with the amount of such funds or (ii) wire transfer of such funds, in each case in accordance with instructions provided to
(and reasonably acceptable to) the Administrative Agent by the Borrowers; provided, however, that if, on the date a Committed Loan
Notice with respect to a Revolving Credit Borrowing is given by
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the Borrowers, there are L/C Borrowings outstanding, then the proceeds of such Revolving Credit Borrowing, first, shall be applied
to the payment in full of any such L/C Borrowings, and second, shall be made available to the Borrowers as provided above.
(c)    Except as otherwise provided herein, a Term SOFR Loan may be continued or converted only on the last day of an
Interest Period for such Term SOFR Loan. During the existence of an Event of Default, after the election of the Required Lenders,
no Loans may be requested as, converted to or continued as Term SOFR Loans.
(d)    The Administrative Agent shall promptly notify the Borrowers and the Lenders of the interest rate applicable to any
Interest Period for Term SOFR Loans upon determination of such interest rate. At any time that Base Rate Loans are outstanding, the
Administrative Agent shall notify the Borrowers and the Lenders of any change in Bank of America’s prime rate used in determining
the Base Rate promptly following the public announcement of such change.
(e)    After giving effect to all Term A Borrowings, all conversions of Term A Loans from one Type to the other, and all
continuations of Term A Loans as the same Type, there shall not be more than five (5) Interest Periods in effect in respect of the Term
A Facility. After giving effect to all Revolving Credit Borrowings, all conversions of Revolving Credit Loans from one Type to the
other, and all continuations of Revolving Credit Loans as the same Type, there shall not be more than five (5) Interest Periods in
effect in respect of the Revolving Credit Facility.
(f)    Notwithstanding anything to the contrary in this Agreement, any Lender may exchange, continue or rollover all or the
portion of its Loans in connection with any refinancing, extension, loan modification or similar transaction permitted by the terms of
this Agreement, pursuant to a cashless settlement mechanism approved by the Borrowers, the Administrative Agent and such Lender.
(g)        The parties acknowledge and agree that effective as of the First Amendment Effective Date, (a) all Loans shall
automatically be converted to, and shall be and become, Term SOFR Loans with an interest period of one month; and (b) all such
Loans shall accrue interest at the rate set forth in Section 2.08(a) from and after the First Amendment Effective Date.
2.03    Letters of Credit. (a) Subject to the terms and conditions set forth herein, (A) the L/C Issuer agrees, in reliance upon
the agreements of the Revolving Credit Lenders set forth in this Section 2.03, (1) from time to time on any Business Day during the
period from the Restatement Date until the Letter of Credit Expiration Date, to issue Letters of Credit for the account of the
Borrowers or their Subsidiaries in Dollars, and to amend or extend Letters of Credit previously issued by it, in accordance with
Section 2.03(b), and (2) to honor drawings under the Letters of Credit; and (B) the Revolving Credit Lenders severally agree to
participate in Letters of Credit issued for the account of the Borrowers or their Subsidiaries and any drawings thereunder; provided
that after giving effect to any L/C Credit Extension with respect to any Letter of Credit, (x) the Total Revolving Credit Outstandings
shall not exceed the Revolving Credit Facility, (y) the Revolving Credit Exposure shall not exceed such Lender’s Revolving Credit
Commitment, and (z) the Outstanding Amount of the L/C Obligations shall not exceed the Letter of Credit Sublimit. Each request by
the Borrowers for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the Borrowers that the
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L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the
foregoing limits, and subject to the terms and conditions hereof, the Borrowers’ ability to obtain Letters of Credit shall be fully
revolving, and accordingly the Borrowers may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that
have expired or that have been drawn upon and reimbursed.
(i)    The L/C Issuer shall not issue any Letter of Credit if:
(A)    subject to Section 2.03(b)(iii), the expiry date of the requested Letter of Credit would occur more than
twelve (12) months after the date of issuance or last extension, unless the Required Revolving Lenders have approved
such expiry date; or
(B)    the expiry date of the requested Letter of Credit would occur after the Letter of Credit Expiration Date,
unless (x) all the Revolving Credit Lenders and the L/C Issuer have approved such expiry date or (y) such Letter of
Credit is cash collateralized or backstopped on terms and pursuant to arrangements reasonably satisfactory to the L/C
Issuer.
(ii)    The L/C Issuer shall not be under any obligation to issue any Letter of Credit if:
(A)    any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to
enjoin or restrain the L/C Issuer from issuing the Letter of Credit, or any Law applicable to the L/C Issuer or any
request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over
the L/C Issuer shall prohibit, or request that the L/C Issuer refrain from, the issuance of letters of credit generally or
the Letter of Credit in particular or shall impose upon the L/C Issuer with respect to the Letter of Credit any
restriction, reserve or capital requirement (for which the L/C Issuer is not otherwise compensated hereunder) not in
effect on the Restatement Date, or shall impose upon the L/C Issuer any unreimbursed loss, cost or expense which
was not applicable on the Restatement Date and which the L/C Issuer in good faith deems material to it;
(B)    the issuance of the Letter of Credit would violate one (1) or more policies of the L/C Issuer applicable to
letters of credit generally;
(C)    except as otherwise agreed by the Administrative Agent and the L/C Issuer, the Letter of Credit is in an
initial stated amount less than $50,000;
(D)    the Letter of Credit is to be denominated in a currency other than Dollars;
(E)    any Revolving Credit Lender is at that time a Defaulting Lender, unless the L/C Issuer has entered into
arrangements, including the delivery of Cash Collateral, satisfactory to the L/C Issuer (in its sole discretion) with the
Borrowers or such Lender to eliminate the L/C Issuer’s actual or potential Fronting Exposure (after giving effect to
Section 2.17(a)(iv)) with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be
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issued or that Letter of Credit and all other L/C Obligations as to which the L/C Issuer has actual or potential Fronting
Exposure, as it may elect in its sole discretion; or
(F)    the Letter of Credit contains any provisions for automatic reinstatement of the stated amount after any
drawing thereunder.
(iii)    The L/C Issuer shall not amend any Letter of Credit if the L/C Issuer would not be permitted at such time to issue the
Letter of Credit in its amended form under the terms hereof.
(iv)       The L/C Issuer shall be under no obligation to amend any Letter of Credit if (A) the L/C Issuer would have no
obligation at such time to issue the Letter of Credit in its amended form under the terms hereof, or (B) the beneficiary of the Letter
of Credit does not accept the proposed amendment to the Letter of Credit.
(v)    The L/C Issuer shall act on behalf of the Revolving Credit Lenders with respect to any Letters of Credit issued by it and
the documents associated therewith, and the L/C Issuer shall have all of the benefits and immunities (A) provided to the
Administrative Agent in Article IX with respect to any acts taken or omissions suffered by the L/C Issuer in connection with Letters
of Credit issued by it or proposed to be issued by it and Issuer Documents pertaining to such Letters of Credit as fully as if the term
“Administrative Agent” as used in Article IX included the L/C Issuer with respect to such acts or omissions, and (B) as additionally
provided herein with respect to the L/C Issuer.
(b)    Procedures for Issuance and Amendment of Letters of Credit; Auto-Extension Letters of Credit. Each Letter of Credit
shall be issued or amended, as the case may be, upon the request of the Borrowers delivered to the L/C Issuer (with a copy to the
Administrative Agent) in the form of a Letter of Credit Application, appropriately completed and signed by a Responsible Officer of
each of the Borrowers. Such Letter of Credit Application may be sent by facsimile, by United States mail, by overnight courier, by
electronic transmission using the system provided by the L/C Issuer, by personal delivery or by any other means acceptable to the
L/C Issuer. Such Letter of Credit Application must be received by the L/C Issuer and the Administrative Agent not later than 8:00
a.m. at least two (2) Business Days (or such later date and time as the Administrative Agent and the L/C Issuer may agree in a
particular instance in their sole discretion) prior to the proposed issuance date or date of amendment, as the case may be. In the case
of a request for an initial issuance of a Letter of Credit, such Letter of Credit Application shall specify in form and detail satisfactory
to the L/C Issuer: (A) the proposed issuance date of the requested Letter of Credit (which shall be a Business Day); (B) the amount
thereof; (C) the expiry date thereof; (D) the name and address of the beneficiary thereof; (E) the documents to be presented by such
beneficiary in case of any drawing thereunder; (F) the full text of any certificate to be presented by such beneficiary in case of any
drawing thereunder; (G) the purpose and nature of the requested Letter of Credit; and (H) such other matters as the L/C Issuer may
reasonably require. In the case of a request for an amendment of any outstanding Letter of Credit, such Letter of Credit Application
shall specify in form and detail reasonably satisfactory to the L/C Issuer (1) the Letter of Credit to be amended; (2) the proposed date
of amendment thereof (which shall be a Business Day); (3) the nature of the proposed amendment; and (4) such other matters as the
L/C Issuer may require. Additionally, the Borrowers shall furnish to the L/C
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Issuer and the Administrative Agent such other documents and information pertaining to such requested Letter of Credit issuance or
amendment, including any Issuer Documents, as the L/C Issuer or the Administrative Agent may reasonably require.
(i)    Promptly after receipt of any Letter of Credit Application, the L/C Issuer will confirm with the Administrative Agent (by
telephone or in writing) that the Administrative Agent has received a copy of such Letter of Credit Application from the Borrowers
and, if not, the L/C Issuer will provide the Administrative Agent with a copy thereof. Unless the L/C Issuer has received written
notice from any Revolving Credit Lender, the Administrative Agent or any Loan Party, at least one (1) Business Day prior to the
requested date of issuance or amendment of the applicable Letter of Credit, that one (1) or more applicable conditions contained in
Article IV shall not then be satisfied, then, subject to the terms and conditions hereof, the L/C Issuer shall, on the requested date,
issue a Letter of Credit for the account of the Borrowers (or the applicable Subsidiary) or enter into the applicable amendment, as the
case may be, in each case in accordance with the L/C Issuer’s usual and customary business practices. Immediately upon the
issuance of each Letter of Credit, each Revolving Credit Lender shall be deemed to, and hereby irrevocably and unconditionally
agrees to, purchase from the L/C Issuer a risk participation in such Letter of Credit in an amount equal to the product of such
Revolving Credit Lender’s Applicable Revolving Credit Percentage times the amount of such Letter of Credit.
(ii)    If the Borrowers so request in any applicable Letter of Credit Application, the L/C Issuer may, in its discretion, agree to
issue a Letter of Credit that has automatic extension provisions (each, an “Auto-Extension Letter of Credit”); provided that any such
Auto-Extension Letter of Credit must permit the L/C Issuer to prevent any such extension at least once in each twelve- (12-) month
period (commencing with the date of issuance of such Letter of Credit) by giving prior notice to the beneficiary thereof not later than
a day (the “Non-Extension Notice Date”) in each such twelve- (12-) month period to be agreed upon at the time such Letter of Credit
is issued. Unless otherwise directed by the L/C Issuer, the Borrowers shall not be required to make a specific request to the L/C
Issuer for any such extension. Once an Auto-Extension Letter of Credit has been issued, the Revolving Credit Lenders shall be
deemed to have authorized (but may not require) the L/C Issuer to permit the extension of such Letter of Credit at any time to an
expiry date not later than the Letter of Credit Expiration Date; provided, however, that the L/C Issuer shall not permit any such
extension if (A) the L/C Issuer has determined that it would not be permitted, or would have no obligation at such time to issue such
Letter of Credit in its revised form (as extended) under the terms hereof (by reason of the provisions of clause (ii) or (iii) of Section
2.03(a) or otherwise), or (B) it has received notice (which may be by telephone or in writing) on or before the day that is seven (7)
Business Days before the Non-Extension Notice Date (1) from the Administrative Agent that the Required Revolving Lenders have
elected not to permit such extension or (2) from the Administrative Agent, any Revolving Credit Lender or the Borrowers that one
(1) or more of the applicable conditions specified in Section 4.02 is not then satisfied, and in each such case directing the L/C Issuer
not to permit such extension.
(iii)    If the Borrowers so request in any applicable Letter of Credit Application, the L/C Issuer may, in its discretion, agree to
issue a Letter of Credit that permits the automatic reinstatement of all or a portion of the stated amount thereof after any drawing
thereunder (each,
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an “Auto-Reinstatement Letter of Credit”). Unless otherwise directed by the L/C Issuer, the Borrowers shall not be required to make
a specific request to the L/C Issuer to permit such reinstatement. Once an Auto-Reinstatement Letter of Credit has been issued,
except as provided in the following sentence, the Revolving Credit Lenders shall be deemed to have authorized (but may not require)
the L/C Issuer to reinstate all or a portion of the stated amount thereof in accordance with the provisions of such Letter of Credit.
Notwithstanding the foregoing, if such Auto-Reinstatement Letter of Credit permits the L/C Issuer to decline to reinstate all or any
portion of the stated amount thereof after a drawing thereunder by giving notice of such non-reinstatement within a specified number
of days after such drawing (the “Non-Reinstatement Deadline”), the L/C Issuer shall not permit such reinstatement if it has received
a notice (which may be by telephone or in writing) on or before the day that is seven (7) Business Days before the Non-
Reinstatement Deadline (A) from the Administrative Agent that the Required Revolving Lenders have elected not to permit such
reinstatement or (B) from the Administrative Agent, any Lender or the Borrowers that one (1) or more of the applicable conditions
specified in Section 4.02 is not then satisfied (treating such reinstatement as an L/C Credit Extension for purposes of this clause)
and, in each case, directing the L/C Issuer not to permit such reinstatement.
(iv)    Promptly after its delivery of any Letter of Credit or any amendment to a Letter of Credit to an advising bank with
respect thereto or to the beneficiary thereof, the L/C Issuer will also deliver to the Borrowers and the Administrative Agent a true and
complete copy of such Letter of Credit or amendment.
(c)    Drawings and Reimbursements; Funding of Participations. Upon receipt from the beneficiary of any Letter of Credit of
any notice of a drawing under such Letter of Credit, the L/C Issuer shall notify the Borrowers and the Administrative Agent thereof.
Not later than 8:00 a.m. on the date of any payment by the L/C Issuer under a Letter of Credit (each such date, an “Honor Date”), the
Borrowers shall reimburse the L/C Issuer through the Administrative Agent in an amount equal to the amount of such drawing. If the
Borrowers fail to so reimburse the L/C Issuer by such time, the Administrative Agent shall promptly notify each Revolving Credit
Lender of the Honor Date, the amount of the unreimbursed drawing (the “Unreimbursed Amount”), and the amount of such
Revolving Credit Lender’s Applicable Revolving Credit Percentage thereof. In such event, the Borrowers shall be deemed to have
requested a Revolving Credit Borrowing of Base Rate Loans to be disbursed on the Honor Date in an amount equal to the
Unreimbursed Amount, without regard to the minimum and multiples specified in Section 2.02 for the principal amount of Base Rate
Loans, but subject to the amount of the unutilized portion of the Revolving Credit Commitments and the conditions set forth in
Section 4.02 (other than the delivery of a Committed Loan Notice). Any notice given by the L/C Issuer or the Administrative Agent
pursuant to this Section 2.03(c)(i) may be given by telephone if immediately confirmed in writing; provided that the lack of such an
immediate confirmation shall not affect the conclusiveness or binding effect of such notice.
(i)        Each Revolving Credit Lender shall upon any notice pursuant to Section 2.03(c)(i) make funds available (and the
Administrative Agent may apply Cash Collateral provided for this purpose) for the account of the L/C Issuer at the Administrative
Agent’s Office in an amount equal to its Applicable Revolving Credit Percentage of the Unreimbursed Amount not later than 10:00
a.m. on the Business Day specified in such notice by the Administrative
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Agent, whereupon, subject to the provisions of Section 2.03(c)(iii), each Revolving Credit Lender that so makes funds available
shall be deemed to have made a Base Rate Loan to the Borrowers in such amount. The Administrative Agent shall remit the funds so
received to the L/C Issuer.
(ii)    With respect to any Unreimbursed Amount that is not fully refinanced by a Revolving Credit Borrowing of Base Rate
Loans because the conditions set forth in Section 4.02 cannot be satisfied or for any other reason, the Borrowers shall be deemed to
have incurred from the L/C Issuer an L/C Borrowing in the amount of the Unreimbursed Amount that is not so refinanced, which
L/C Borrowing shall be due and payable on demand (together with interest) and shall bear interest at the Default Rate. In such event,
each Revolving Credit Lender’s payment to the Administrative Agent for the account of the L/C Issuer pursuant to Section 2.03(c)
(ii) shall be deemed payment in respect of its participation in such L/C Borrowing and shall constitute an L/C Advance from such
Lender in satisfaction of its participation obligation under this Section 2.03.
(iii)    Until each Revolving Credit Lender funds its Revolving Credit Loan or L/C Advance pursuant to this Section 2.03(c)
to reimburse the L/C Issuer for any amount drawn under any Letter of Credit, interest in respect of such Lender’s Applicable
Revolving Credit Percentage of such amount shall be solely for the account of the L/C Issuer.
(iv)    Each Revolving Credit Lender’s obligation to make Revolving Credit Loans or L/C Advances to reimburse the L/C
Issuer for amounts drawn under Letters of Credit, as contemplated by this Section 2.03(c), shall be absolute and unconditional and
shall not be affected by any circumstance, including (A) any setoff, counterclaim, recoupment, defense or other right which such
Lender may have against the L/C Issuer, the Borrowers or any other Person for any reason whatsoever; (B) the occurrence or
continuance of a Default, or (C) any other occurrence, event or condition, whether or not similar to any of the foregoing; provided,
however, that each Revolving Credit Lender’s obligation to make Revolving Credit Loans pursuant to this Section 2.03(c) is subject
to the conditions set forth in Section 4.02 (other than delivery by the Borrowers of a Committed Loan Notice). No such making of an
L/C Advance shall relieve or otherwise impair the obligation of the Borrowers to reimburse the L/C Issuer for the amount of any
payment made by the L/C Issuer under any Letter of Credit, together with interest as provided herein.
(v)    If any Revolving Credit Lender fails to make available to the Administrative Agent for the account of the L/C Issuer
any amount required to be paid by such Lender pursuant to the foregoing provisions of this Section 2.03(c) by the time specified in
Section 2.03(c)(ii), then, without limiting the other provisions of this Agreement, the L/C Issuer shall be entitled to recover from
such Lender (acting through the Administrative Agent), on demand, such amount with interest thereon for the period from the date
such payment is required to the date on which such payment is immediately available to the L/C Issuer at a rate per annum equal to
the greater of the Federal Funds Rate and a rate determined by the L/C Issuer in accordance with banking industry rules on interbank
compensation, plus any administrative, processing or similar fees customarily charged by the L/C Issuer in connection with the
foregoing. If such Lender pays such amount (with interest and fees as aforesaid), the amount so paid shall constitute such Lender’s
Revolving Credit Loan included in the relevant Committed Loan Notice or L/C
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Advance in respect of the relevant L/C Borrowing, as the case may be. A certificate of the L/C Issuer submitted to any Revolving
Credit Lender (through the Administrative Agent) with respect to any amounts owing under this Section 2.03(c)(v) shall be
conclusive absent manifest error.
(d)    Repayment of Participations. At any time after the L/C Issuer has made a payment under any Letter of Credit and has
received from any Revolving Credit Lender such Lender’s L/C Advance in respect of such payment in accordance with Section
2.03(c), if the Administrative Agent receives for the account of the L/C Issuer any payment in respect of the related Unreimbursed
Amount or interest thereon (whether directly from the Borrowers or otherwise, including proceeds of Cash Collateral applied thereto
by the Administrative Agent), the Administrative Agent will distribute to such Lender its Applicable Revolving Credit Percentage
thereof in the same funds as those received by the Administrative Agent.
(i)    If any payment received by the Administrative Agent for the account of the L/C Issuer pursuant to Section 2.03(c)(i) is
required to be returned under any of the circumstances described in Section 11.05 (including pursuant to any settlement entered into
by the L/C Issuer in its discretion), each Revolving Credit Lender shall pay to the Administrative Agent for the account of the L/C
Issuer its Applicable Revolving Credit Percentage thereof on demand of the Administrative Agent, plus interest thereon from the date
of such demand to the date such amount is returned by such Lender, at a rate per annum equal to the Federal Funds Rate from time to
time in effect. The obligations of the Lenders under this clause shall survive the payment in full of the Obligations and the
termination of this Agreement.
(e)    Obligations Absolute. The obligation of the Borrowers to reimburse the L/C Issuer for each drawing under each Letter
of Credit and to repay each L/C Borrowing shall be absolute, unconditional and irrevocable, and shall be paid strictly in accordance
with the terms of this Agreement under all circumstances, including the following:
(i)    any lack of validity or enforceability of such Letter of Credit, this Agreement, or any other Loan Document;
(ii)    the existence of any claim, counterclaim, setoff, defense or other right that the Borrowers or any Subsidiary may have at
any time against any beneficiary or any transferee of such Letter of Credit (or any Person for whom any such beneficiary or any such
transferee may be acting), the L/C Issuer or any other Person, whether in connection with this Agreement, the transactions
contemplated hereby or by such Letter of Credit or any agreement or instrument relating thereto, or any unrelated transaction;
(iii)    any draft, demand, certificate or other document presented under such Letter of Credit proving to be forged, fraudulent,
invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; or any loss or delay in the
transmission or otherwise of any document required in order to make a drawing under such Letter of Credit;
(iv)    waiver by the L/C Issuer of any requirement that exists for the L/C Issuer’s protection and not the protection of the
Borrowers or any waiver by the L/C Issuer which does not in fact materially prejudice the Borrowers;
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(v)    honor of a demand for payment presented electronically even if such Letter of Credit requires that demand be in the
form of a draft;
(vi)    any payment made by the L/C Issuer in respect of an otherwise complying item presented after the date specified as the
expiration date of, or the date by which documents must be received under such Letter of Credit if presentation after such date is
authorized by the UCC, the ISP or the UCP, as applicable;
(vii)    any payment by the L/C Issuer under such Letter of Credit against presentation of a draft or certificate that does not
strictly comply with the terms of such Letter of Credit; or any payment made by the L/C Issuer under such Letter of Credit to any
Person purporting to be a trustee in bankruptcy, debtor-in-possession, assignee for the benefit of creditors, liquidator, receiver or
other representative of or successor to any beneficiary or any transferee of such Letter of Credit, including any arising in connection
with any proceeding under any Debtor Relief Law; or
(viii)    any other circumstance or happening whatsoever, whether or not similar to any of the foregoing, including any other
circumstance that might otherwise constitute a defense available to, or a discharge of, the Borrowers or any of their Subsidiaries.
The Borrowers shall promptly examine a copy of each Letter of Credit and each amendment thereto that is delivered to it
and, in the event of any claim of noncompliance with the Borrower’s instructions or other irregularity, the Borrowers will
immediately notify the L/C Issuer. The Borrowers shall be conclusively deemed to have waived any such claim against the L/C
Issuer and its correspondents unless such notice is given as aforesaid.
(f)    Role of L/C Issuer. Each Lender and the Borrowers agree that, in paying any drawing under a Letter of Credit, the L/C
Issuer shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly
required by the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the
Person executing or delivering any such document. None of the L/C Issuer, the Administrative Agent, any of their respective Related
Parties nor any correspondent, participant or assignee of the L/C Issuer shall be liable to any Lender for (i) any action taken or
omitted in connection herewith at the request or with the approval of the Revolving Credit Lenders or the Required Revolving
Lenders, as applicable; (ii) any action taken or omitted in the absence of gross negligence or willful misconduct; or (iii) the due
execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or Issuer Document.
The Borrowers hereby assume all risks of the acts or omissions of any beneficiary or transferee with respect to their use of any Letter
of Credit; provided, however, that this assumption is not intended to, and shall not, preclude the Borrowers’ pursuing such rights and
remedies as they may have against the beneficiary or transferee at law or under any other agreement. None of the L/C Issuer, the
Administrative Agent, any of their respective Related Parties nor any correspondent, participant or assignee of the L/C Issuer shall
be liable or responsible for any of the matters described in clauses (i) through (viii) of Section 2.03(e); provided, however, that
anything in such clauses to the contrary notwithstanding, the Borrowers may have a claim against the L/C Issuer, and the L/C Issuer
may be liable to the Borrowers, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary,
damages suffered by the
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Borrowers which the Borrowers prove were caused by the L/C Issuer’s willful misconduct or gross negligence or the L/C Issuer’s
willful failure to pay under any Letter of Credit after the presentation to it by the beneficiary of a sight draft and certificate(s) strictly
complying with the terms and conditions of a Letter of Credit. In furtherance and not in limitation of the foregoing, the L/C Issuer
may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any
notice or information to the contrary, and the L/C Issuer shall not be responsible for the validity or sufficiency of any instrument
transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof,
in whole or in part, which may prove to be invalid or ineffective for any reason. The L/C Issuer may send a Letter of Credit or
conduct any communication to or from the beneficiary via the Society for Worldwide Interbank Financial Telecommunication
(“SWIFT”) message or overnight courier, or any other commercially reasonable means of communicating with a beneficiary.
(g)    Applicability of ISP and UCP. Unless otherwise expressly agreed by the L/C Issuer and the Borrowers when a Letter of
Credit is issued, (i) the rules of the ISP shall apply to each standby Letter of Credit, and (ii) the rules of the UCP shall apply to each
commercial Letter of Credit. Notwithstanding the foregoing, the L/C Issuer shall not be responsible to the Borrowers for, and the
L/C Issuer’s rights and remedies against the Borrowers shall not be impaired by, any action or inaction of the L/C Issuer required or
permitted under any law, order, or practice that is required or permitted to be applied to any Letter of Credit or this Agreement,
including the Law or any order of a jurisdiction where the L/C Issuer or the beneficiary is located, the practice stated in the ISP or
UCP, as applicable, or in the decisions, opinions, practice statements, or official commentary of the ICC Banking Commission, the
Bankers Association for Finance and Trade – International Financial Services Association (BAFT-IFSA), or the Institute of
International Banking Law & Practice, whether or not any Letter of Credit chooses such law or practice.
(h)    Letter of Credit Fees. The Borrowers shall pay to the Administrative Agent for the account of each Revolving Credit
Lender in accordance with its Applicable Revolving Credit Percentage a Letter of Credit fee (the “Letter of Credit Fee”) for each
Letter of Credit equal to the Applicable Rate times the daily amount available to be drawn under such Letter of Credit. For purposes
of computing the daily 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. Letter of Credit Fees shall be (i) due and payable in arrears on the last Business Day of
each March, June, September and December, commencing with the first such date to occur after the issuance of such Letter of
Credit, on the Letter of Credit Expiration Date and thereafter on demand and (ii) computed on a quarterly basis in arrears.
Notwithstanding anything to the contrary contained herein, upon the request of the Required Revolving Lenders, while any Event of
Default exists, all Letter of Credit Fees shall accrue at the Default Rate.
(i)    Fronting Fee and Documentary and Processing Charges Payable to L/C Issuer. The Borrowers shall pay directly to the
L/C Issuer for its own account a fronting fee with respect to each Letter of Credit, at the rate per annum specified in the Agent Fee
Letter, computed on the daily amount available to be drawn under such Letter of Credit on a quarterly basis in arrears. Such fronting
fee shall be due and payable on the tenth (10th) Business Day after the end of each
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March, June, September and December in respect of the most recently-ended quarterly period (or portion thereof, in the case of the
first payment), commencing with the first such date to occur after the issuance of such Letter of Credit, on the Letter of Credit
Expiration Date and thereafter on demand. For purposes of computing the daily 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. In addition, the Borrowers shall pay
directly to the L/C Issuer for its own account the customary issuance, presentation, amendment and other processing fees, and other
standard costs and charges, of the L/C Issuer relating to letters of credit as from time to time in effect. Such customary fees and
standard costs and charges are due and payable on demand and are nonrefundable.
(j)    Conflict with Issuer Documents. In the event of any conflict between the terms hereof and the terms of any Issuer
Document, the terms hereof shall control.
(k)    Letters of Credit Issued for Subsidiaries. Notwithstanding that a Letter of Credit issued or outstanding hereunder is in
support of any obligations of, or is for the account of, a Subsidiary, the Borrowers shall be obligated to reimburse the L/C Issuer
hereunder for any and all drawings under such Letter of Credit. The Borrowers hereby acknowledge that the issuance of Letters of
Credit for the account of Subsidiaries inures to the benefit of the Borrowers, and that the Borrowers’ business derives substantial
benefits from the businesses of such Subsidiaries.
2.04    Swing Line Loans. (a) The Swing Line. Subject to the terms and conditions set forth herein, the Swing Line Lender,
in reliance upon the agreements of the other Lenders set forth in this Section 2.04, may in its sole discretion make loans (each such
loan, a “Swing Line Loan”) to the Borrowers from time to time on any Business Day during the Availability Period in an aggregate
amount not to exceed at any time outstanding the amount of the Swing Line Sublimit, notwithstanding the fact that such Swing Line
Loans, when aggregated with the Applicable Revolving Credit Percentage of the Outstanding Amount of Revolving Credit Loans
and L/C Obligations of the Lender acting as Swing Line Lender, may exceed the amount of such Lender’s Revolving Credit
Commitment; provided, however, that after giving effect to any Swing Line Loan, (i) the Total Revolving Credit Outstandings shall
not exceed the Revolving Credit Facility at such time, and (ii) the Revolving Credit Exposure of any Revolving Credit Lender shall
not exceed such Lender’s Revolving Credit Commitment, (y) the Borrowers shall not use the proceeds of any Swing Line Loan to
refinance any outstanding Swing Line Loan, and (z) the Swing Line Lender shall not be under any obligation to make any Swing
Line Loan if it shall determine (which determination shall be conclusive and binding absent manifest error) that it has, or by such
Credit Extension may have, Fronting Exposure. Within the foregoing limits, and subject to the other terms and conditions hereof, the
Borrowers may borrow under this Section 2.04, prepay under Section 2.05, and reborrow under this Section 2.04. Each Swing Line
Loan shall bear interest only at a rate based on the Base Rate plus the Applicable Rate for the Revolving Credit Facility. Immediately
upon the making of a Swing Line Loan, each Revolving Credit Lender shall be deemed to, and hereby irrevocably and
unconditionally agrees to, purchase from the Swing Line Lender a risk participation in such Swing Line Loan in an amount equal to
the product of such Revolving Credit Lender’s Applicable Revolving Credit Percentage times the amount of such Swing Line Loan.
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(b)    Borrowing Procedures. Each Swing Line Borrowing shall be made upon the Borrowers’ irrevocable notice to the Swing
Line Lender and the Administrative Agent, which may be given by (A) telephone or (B) by a Swing Line Loan Notice; provided that
any telephonic notice must be confirmed promptly by delivery to the Swing Line Lender and the Administrative Agent of a Swing
Line Loan Notice. Each such notice must be received by the Swing Line Lender and the Administrative Agent not later than 10:00
a.m. on the requested borrowing date, and shall specify (i) the amount to be borrowed, which shall be a minimum of $100,000, and
(ii) the requested borrowing date, which shall be a Business Day. Promptly after receipt by the Swing Line Lender of any Swing
Line Loan Notice, the Swing Line Lender will confirm with the Administrative Agent (by telephone or in writing) that the
Administrative Agent has also received such Swing Line Loan Notice and, if not, the Swing Line Lender will notify the
Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swing Line Lender has received notice (by
telephone or in writing) from the Administrative Agent (including at the request of any Revolving Credit Lender) prior to 11:00 a.m.
on the date of the proposed Swing Line Borrowing (A) directing the Swing Line Lender not to make such Swing Line Loan as a
result of the limitations set forth in the first proviso to the first sentence of Section 2.04(a), or (B) that one (1) or more of the
applicable conditions specified in Article IV is not then satisfied, then, subject to the terms and conditions hereof, the Swing Line
Lender will, not later than 12:00 p.m. on the borrowing date specified in such Swing Line Loan Notice, make the amount of its
Swing Line Loan available to the Borrowers at their offices by crediting the account of the Borrowers on the books of the Swing
Line Lender in immediately available funds.
(c)    Refinancing of Swing Line Loans.
(i)    The Swing Line Lender at any time in its sole and absolute discretion may request, on behalf of the Borrowers (which
hereby irrevocably authorizes the Swing Line Lender to so request on its behalf), that each Revolving Credit Lender make a Base
Rate Loan in an amount equal to such Lender’s Applicable Revolving Credit Percentage of the amount of Swing Line Loans then
outstanding. Such request shall be made in writing (which written request shall be deemed to be a Committed Loan Notice for
purposes hereof) and in accordance with the requirements of Section 2.02, without regard to the minimum and multiples specified
therein for the principal amount of Base Rate Loans, but subject to the unutilized portion of the Revolving Credit Facility and the
conditions set forth in Section 4.02. The Swing Line Lender shall furnish the Borrowers with a copy of the applicable Committed
Loan Notice promptly after delivering such notice to the Administrative Agent. Each Revolving Credit Lender shall make an amount
equal to its Applicable Revolving Credit Percentage of the amount specified in such Committed Loan Notice available to the
Administrative Agent in immediately available funds (and the Administrative Agent may apply Cash Collateral available with
respect to the applicable Swing Line Loan) for the account of the Swing Line Lender at the Administrative Agent’s Office not later
than 11:00 a.m. on the day specified in such Committed Loan Notice, whereupon, subject to Section 2.04(c)(ii), each Revolving
Credit Lender that so makes funds available shall be deemed to have made a Base Rate Loan to the Borrowers in such amount. The
Administrative Agent shall remit the funds so received to the Swing Line Lender.
(ii)    If for any reason any Swing Line Loan cannot be refinanced by such a Revolving Credit Borrowing in accordance with
Section 2.04(c)(i), the request for Base Rate Loans
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submitted by the Swing Line Lender as set forth herein shall be deemed to be a request by the Swing Line Lender that each of the
Revolving Credit Lenders fund its risk participation in the relevant Swing Line Loan and each Revolving Credit Lender’s payment
to the Administrative Agent for the account of the Swing Line Lender pursuant to Section 2.04(c)(i) shall be deemed payment in
respect of such participation.
(iii)    If any Revolving Credit Lender fails to make available to the Administrative Agent for the account of the Swing Line
Lender any amount required to be paid by such Lender pursuant to the foregoing provisions of this Section 2.04(c) by the time
specified in Section 2.04(c)(i), the Swing Line Lender shall be entitled to recover from such Lender (acting through the
Administrative Agent), on demand, such amount with interest thereon for the period from the date such payment is required to the
date on which such payment is immediately available to the Swing Line Lender at a rate per annum equal to the greater of the
Federal Funds Rate and a rate determined by the Swing Line Lender in accordance with banking industry rules on interbank
compensation, plus any administrative, processing or similar fees customarily charged by the Swing Line Lender in connection with
the foregoing. If such Lender pays such amount (with interest and fees as aforesaid), the amount so paid shall constitute such
Lender’s Revolving Credit Loan included in the relevant Committed Loan Notice or funded participation in the relevant Swing Line
Loan, as the case may be. A certificate of the Swing Line Lender submitted to any Lender (through the Administrative Agent) with
respect to any amounts owing under this clause (iii) shall be conclusive absent manifest error.
(iv)    Each Revolving Credit Lender’s obligation to make Revolving Credit Loans or to purchase and fund risk participations
in Swing Line Loans pursuant to this Section 2.04(c) shall be absolute and unconditional and shall not be affected by any
circumstance, including (A) any setoff, counterclaim, recoupment, defense or other right which such Lender may have against the
Swing Line Lender, the Borrowers or any other Person for any reason whatsoever, (B) the occurrence or continuance of a Default, or
(C) any other occurrence, event or condition, whether or not similar to any of the foregoing; provided, however, that each Revolving
Credit Lender’s obligation to make Revolving Credit Loans pursuant to this Section 2.04(c) is subject to the conditions set forth in
Section 4.02. No such funding of risk participations shall relieve or otherwise impair the obligation of the Borrowers to repay Swing
Line Loans, together with interest as provided herein.
(d)    Repayment of Participations.
(i)    At any time after any Revolving Credit Lender has purchased and funded a risk participation in a Swing Line Loan, if
the Swing Line Lender receives any payment on account of such Swing Line Loan, the Swing Line Lender will distribute to such
Revolving Credit Lender its Applicable Revolving Credit Percentage thereof in the same funds as those received by the Swing Line
Lender.
(ii)    If any payment received by the Swing Line Lender in respect of principal or interest on any Swing Line Loan is
required to be returned by the Swing Line Lender under any of the circumstances described in Section 11.05 (including pursuant to
any settlement entered into by the Swing Line Lender in its discretion), each Revolving Credit Lender shall pay to the Swing Line
Lender its Applicable Revolving Credit Percentage thereof on demand of the
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Administrative Agent, plus interest thereon from the date of such demand to the date such amount is returned, at a rate per annum
equal to the Federal Funds Rate. The Administrative Agent will make such demand upon the request of the Swing Line Lender. The
obligations of the Lenders under this clause shall survive the payment in full of the Obligations and the termination of this
Agreement.
(e)    Interest for Account of Swing Line Lender. The Swing Line Lender shall be responsible for invoicing the Borrowers for
interest on the Swing Line Loans. Until each Revolving Credit Lender funds its Base Rate Loan or risk participation pursuant to this
Section 2.04 to refinance such Revolving Credit Lender’s Applicable Revolving Credit Percentage of any Swing Line Loan, interest
in respect of such Applicable Revolving Credit Percentage shall be solely for the account of the Swing Line Lender.
(f)    Payments Directly to Swing Line Lender. The Borrowers shall make all payments of principal and interest in respect of
the Swing Line Loans directly to the Swing Line Lender.
2.05    Prepayments.
(a)    Optional.
(i)    Subject to the last sentence of this Section 2.05(a)(i), the Borrowers may, upon notice to the Administrative Agent
pursuant to delivery to the Administrative Agent of a Notice of Loan Prepayment, at any time or from time to time voluntarily
prepay Term Loans and Revolving Credit Loans in whole or in part without premium or penalty; provided that (A) such notice must
be in a form acceptable to the Administrative Agent and be received by the Administrative Agent not later than 8:00 a.m. (1) three
(3) Business Days prior to any date of prepayment of Term SOFR Loans and (2) on the date of prepayment of Base Rate Loans; (B)
any prepayment of Term SOFR Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof;
and (C) any prepayment of Base Rate Loans shall be in a principal amount of $100,000 or a whole multiple of $100,000 in excess
thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and
amount of such prepayment and the Type(s) of Loans to be prepaid and, if Term SOFR Loans are to be prepaid, the Interest Period(s)
of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of
such Lender’s ratable portion of such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility).
If such notice is given by the Borrowers, the Borrowers shall make such prepayment and the payment amount specified in such
notice shall be due and payable on the date specified therein; provided that notwithstanding anything to the contrary contained in this
Agreement, Holdings may rescind any notice of prepayment under this Section 2.05 if such prepayment is conditioned on the
occurrence of an event, which event shall not be consummated or shall otherwise be delayed. Any prepayment of a Term SOFR Loan
shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to
Section 3.05. Each prepayment of the outstanding Term Loans pursuant to this Section 2.05(a) shall be applied to the Term A Facility
and to the principal repayment installments thereof as directed by the Borrower (or, in the absence of such direction, in the direct
order of maturity), and subject to Section 2.17, each such prepayment shall be paid to the
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Lenders in accordance with their respective Applicable Percentages in respect of each of the relevant Facilities.
(ii)    The Borrowers may, upon notice to the Swing Line Lender pursuant to delivery to the Swing Line Lender of a Notice of
Loan Prepayment (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans
in whole or in part without premium or penalty; provided that (A) such notice must be received by the Swing Line Lender and the
Administrative Agent not later than 10:00 a.m. on the date of the prepayment, and (B) any such prepayment shall be in a minimum
principal amount of $100,000. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the
Borrowers, the Borrowers shall make such prepayment and the payment amount specified in such notice shall be due and payable on
the date specified therein.
(b)    Mandatory.
(i)    [Reserved];
(ii)    If any Loan Party or any of its Subsidiaries Disposes of any property pursuant to Section 7.05(f) or (p) or pursuant to a
transaction not otherwise permitted by Section 7.05 which results in the realization by such Person of Net Cash Proceeds in excess
of $1,000,000 in any fiscal year, the Borrowers shall prepay an aggregate principal amount of Loans equal to 100% of such Net Cash
Proceeds within five (5) Business Days receipt thereof by such Person (such prepayments to be applied as set forth in clauses (vi)
and (ix) below); provided, however, that, with respect to any Net Cash Proceeds realized under a Disposition described in this
Section 2.05(b)(ii), at the election of the Borrowers (as notified by the Borrowers to the Administrative Agent on or prior to the date
of such Disposition), and so long as no Default shall have occurred and be continuing, such Loan Party or such Subsidiary may
reinvest all or any portion of such Net Cash Proceeds in operating assets so long as within two hundred seventy (270) days after the
receipt of such Net Cash Proceeds (or, within such two hundred seventy- (270-) day period, such Loan Party or such Subsidiary
enters into a binding commitment to so reinvest such Net Cash Proceeds, and such Net Cash Proceeds are so reinvested within
ninety (90) days after the expiration of such two hundred seventy- (270-) day period), such purchase shall have been consummated
(as certified by the Borrowers in writing to the Administrative Agent); and provided further, however, that any Net Cash Proceeds
not subject to such definitive agreement or so reinvested shall be immediately applied to the prepayment of the Loans as set forth in
this Section 2.05(b)(ii).
(iii)    [Intentionally Omitted].
(iv)        Upon the incurrence or issuance by any Loan Party or any of its Subsidiaries of any Indebtedness (other than
Indebtedness expressly permitted to be incurred or issued pursuant to Section 7.02), the Borrowers shall prepay an aggregate
principal amount of Loans equal to 100% of all Net Cash Proceeds received therefrom immediately upon receipt thereof by such
Loan Party or such Subsidiary (such prepayments to be applied as set forth in clauses (vi) and (ix) below).
(v)    Upon any Casualty/Condemnation Receipt received by or paid to or for the account of any Loan Party or any of its
Subsidiaries, and not otherwise included in clause (ii),
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(iii) or (iv) of this Section 2.05(b), the Borrowers shall prepay an aggregate principal amount of Loans equal to 100% of all Net Cash
Proceeds in excess of $1,000,000 in any fiscal year received therefrom within five (5) Business Days after receipt thereof by such
Loan Party or such Subsidiary (such prepayments to be applied as set forth in clauses (vi) and (ix) below); provided, however, that
with respect to any proceeds of a Casualty/Condemnation Receipt, at the election of the Borrowers (as notified by the Borrowers to
the Administrative Agent on or prior to the date of receipt of such Net Cash Proceeds), and so long as no Default shall have occurred
and be continuing, the Borrowers shall not be required to prepay Loans hereunder in respect of such Net Cash Proceeds to the extent
such Loan Party or such Subsidiary reinvests all or any portion of such Net Cash Proceeds in assets used or useful in the business of
such Loan Party or its Subsidiaries within two hundred seventy (270) days after the receipt of such Net Cash Proceeds (or, within
such two hundred seventy- (270-) day period, such Loan Party or such Subsidiary enters into a binding commitment to so reinvest
such Net Cash Proceeds, and such Net Cash Proceeds are so reinvested within ninety (90) days after the expiration of such two
hundred seventy- (270-) day period); and provided, further, however, that any cash proceeds not so applied shall be immediately
applied to the prepayment of the Loans as set forth in this Section 2.05(b)(v).
(vi)    Each prepayment of Loans pursuant to the foregoing provisions of this Section 2.05(b) shall be applied, first, to the
next four (4) principal repayment installments under the Term A Facility in direct order of maturity, second, to the remaining
principal repayment installments under the Term A Facility (other than the final scheduled installment due on the Maturity Date) on a
pro rata basis and, third, to the Revolving Credit Facility in the manner set forth in clause (ix) of this Section 2.05(b).
(vii)    Notwithstanding any other provisions of this Section 2.05(b), (i) to the extent that any of or all the Net Cash Proceeds
of any Disposition by a Non-Guarantor Subsidiary (a “Non-Guarantor Disposition”) or the Net Cash Proceeds of any
Casualty/Condemnation Receipt from a Non-Guarantor Subsidiary (a “Non-Guarantor Recovery Event”) is prohibited or delayed by
applicable local law from being repatriated to the applicable Borrowers, an amount equal to the portion of such Net Cash Proceeds
so affected will not be required to prepay Loans and, instead, such amounts may be retained so long, but only so long, as the
applicable local law will not permit repatriation to the applicable Borrowers (the Borrowers hereby agree to cause the applicable
Non-Guarantor Subsidiary to use commercially reasonable efforts to take actions required by the applicable local law to permit such
repatriation), and once such repatriation of any of such affected Net Cash Proceeds is permitted under the applicable local law, an
amount equal to such Net Cash Proceeds will be promptly (and in any event not later than two (2) Business Days after such
repatriation) be offered to be applied (net of additional taxes payable or reserved against as a result thereof) to the prepayment of the
Loans pursuant to this Section 2.05(b) to the extent provided herein and (ii) to the extent that the Borrowers have determined in good
faith that repatriation of any of or all the Net Cash Proceeds of any Non-Guarantor Disposition or any Non-Guarantor Recovery
Event would have a material adverse tax cost consequence (after Holdings, the Borrowers and/or the applicable Non-Guarantor
Subsidiary have used commercially reasonable efforts to take actions to reduce such tax consequences and after taking into account
available foreign tax credits) with respect to such Net Cash Proceeds an amount equal to the Net Cash Proceeds so affected may be
retained by the applicable Non-
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Guarantor Subsidiary, provided that, in the case of this clause (ii) on or before that date on which any such Net Cash Proceed so
retained would otherwise have been required to be applied to prepayments pursuant to Section 2.05, the Borrowers may apply an
amount equal to such Net Cash Proceeds to such prepayments as if such Net Cash Proceeds has been received by the Borrowers (net
of additional taxes that would be payable had such amounts actually been repatriated).
(viii)    If for any reason the Total Revolving Credit Outstandings at any time exceed the Revolving Credit Facility at such
time, the Borrowers shall immediately prepay Revolving Credit Loans, Swing Line Loans and L/C Borrowings and/or Cash
Collateralize the L/C Obligations (other than the L/C Borrowings) in an aggregate amount equal to such excess.
(ix)    Prepayments of the Revolving Credit Facility made pursuant to this Section 2.05(b), first, shall be applied ratably to the
L/C Borrowings and the Swing Line Loans, second, shall be applied ratably to the outstanding Revolving Credit Loans (without a
corresponding reduction of the Revolving Credit Commitments), and, third, shall be used to Cash Collateralize the remaining L/C
Obligations. Upon the drawing of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral shall be
applied (without any further action by or notice to or from the Borrowers or any other Loan Party) to reimburse the L/C Issuer or the
Revolving Credit Lenders, as applicable.
(x)    Upon the receipt by any Loan Party of the proceeds of any Specified Equity Contribution pursuant to Section 8.04, such
Loan Party shall promptly prepay the Term Loans with such proceeds which will be applied in accordance with Section 2.05(a)(i).
2.06    Termination or Reduction of Commitments.
(a)    Optional. The Borrowers may, upon notice to the Administrative Agent, terminate the Revolving Credit Facility, the
Letter of Credit Sublimit or the Swing Line Sublimit, or from time to time permanently reduce the Revolving Credit Facility, the
Letter of Credit Sublimit or the Swing Line Sublimit; provided that (i) any such notice shall be received by the Administrative Agent
not later than 8:00 a.m. one (1) Business Day prior to the date of termination or reduction, (ii) any such partial reduction shall be in
an aggregate amount of $1,000,000 or any whole multiple of $250,000 in excess thereof and (iii) the Borrowers shall not terminate
or reduce (A) the Revolving Credit Facility if, after giving effect thereto and to any concurrent prepayments hereunder, the Total
Revolving Credit Outstandings would exceed the Revolving Credit Facility, (B) the Letter of Credit Sublimit if, after giving effect
thereto, the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit
Sublimit, or (C) the Swing Line Sublimit if, after giving effect thereto and to any concurrent prepayments hereunder, the
Outstanding Amount of Swing Line Loans would exceed the Letter of Credit Sublimit.
(b)    Mandatory. The aggregate Term A Commitments shall be automatically and permanently reduced to zero (0) on the date
of the Term A Borrowing.
(c)    Application of Commitment Reductions; Payment of Fees. The Administrative Agent will promptly notify the Lenders
of any termination or reduction of the Letter of Credit Sublimit, Swing Line Sublimit or the Revolving Credit Commitment under
this Section 2.06.
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Upon any reduction of the Revolving Credit Commitments, the Revolving Credit Commitment of each Revolving Credit Lender
shall be reduced by such Lender’s Applicable Revolving Credit Percentage of such reduction amount. All fees in respect of the
Revolving Credit Facility accrued until the effective date of any termination of the Revolving Credit Facility shall be paid on the
effective date of such termination.
2.07    Repayment of Loans.
(a)    Term A Loans. The Borrowers shall repay to the Term A Lenders the aggregate principal amount of all Term A Loans
outstanding on the following dates in the respective amounts set forth opposite such dates (which amounts shall be reduced as a
result of the application of prepayments in accordance with the order of priority set forth in Section 2.05):
Date
Amount
March 31, 2022
$1,875,000
June 30, 2022
$1,875,000
September 30, 2022
$1,875,000
December 31, 2022
$1,875,000
March 31, 2023
$1,875,000
June 30, 2023
$1,875,000
September 30, 2023
$1,875,000
December 31, 2023
$1,875,000
March 31, 2024
$1,875,000
June 30, 2024
$1,875,000
September 30, 2024
$1,875,000
December 31, 2024
$1,875,000
March 31, 2025
$1,875,000
June 30, 2025
$1,875,000
September 30, 2025
$1,875,000
December 31, 2025
$1,875,000
March 31, 2026
$1,875,000
June 30, 2026
$1,875,000
September 30, 2026
$1,875,000
Maturity Date
Remaining outstanding
principal balance
provided, however, that the final principal repayment installment of the Term A Loans shall be repaid on the Maturity Date for the
Term A Facility and in any event shall be in an amount equal to the aggregate principal amount of all Term A Loans outstanding on
such date.
(b)    Revolving Credit Loans. The Borrowers shall repay to the Revolving Credit Lenders on the Maturity Date for the
Revolving Credit Facility the aggregate principal amount of all Revolving Credit Loans outstanding on such date.
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(c)    Swing Line Loans. The Borrowers shall repay each Swing Line Loan on the earlier to occur of (i) the date ten (10)
Business Days after such Loan is made and (ii) the Maturity Date for the Revolving Credit Facility.
2.08    Interest. (a) Subject to the provisions of Section 2.08(b), (i) each Term SOFR Loan under a Facility shall bear interest
on the outstanding principal amount thereof for each Interest Period at a rate per annum equal to Term SOFR for such Interest Period
plus the Applicable Rate for such Facility; (ii) each Base Rate Loan under a Facility shall bear interest on the outstanding principal
amount thereof from the applicable borrowing date at a rate per annum equal to the Base Rate plus the Applicable Rate for such
Facility; and (iii) each Swing Line Loan shall bear interest on the outstanding principal amount thereof from the applicable
borrowing date at a rate per annum equal to the Base Rate plus the Applicable Rate for the Revolving Credit Facility. To the extent
that any calculation of interest or any fee required to be paid under this Agreement shall be based on (or result in) a rate that is less
than zero (0), such rate shall be deemed zero (0) for purposes of this Agreement.
(b)    (i) If any amount of principal of any Loan is not paid when due (without regard to any applicable grace periods),
whether at stated maturity, by acceleration or otherwise, such amount shall thereafter bear interest at a fluctuating interest rate per
annum at all times equal to the Default Rate to the fullest extent permitted by applicable Laws.
(ii)    If any amount (other than principal of any Loan) payable by the Borrowers under any Loan Document is not paid when
due (without regard to any applicable grace periods), whether at stated maturity, by acceleration or otherwise, then upon the request
of the Required Lenders such amount shall thereafter bear interest at a fluctuating interest rate per annum at all times equal to the
Default Rate to the fullest extent permitted by applicable Laws.
(iii)    Upon the request of the Required Lenders, while any Event of Default exists (other than as set forth in Sections 2.08(b)
(i) and (b)(ii) above), the Borrowers shall pay interest on the principal amount of all outstanding Obligations hereunder at a
fluctuating interest rate per annum at all times equal to the Default Rate to the fullest extent permitted by applicable Laws.
(iv)    Accrued and unpaid interest on past due amounts (including interest on past due interest) shall be due and payable upon
demand.
(c)    Interest on each Loan shall be due and payable in arrears on each Interest Payment Date applicable thereto and at such
other times as may be specified herein. Interest hereunder shall be due and payable in accordance with the terms hereof before and
after judgment, and before and after the commencement of any proceeding under any Debtor Relief Law.
2.09    Fees. In addition to certain fees described in Sections 2.03(i) and (j):
(a)    Commitment Fee. The Borrowers shall pay to the Administrative Agent for the account of each Revolving Credit
Lender in accordance with its Applicable Revolving Credit Percentage, a commitment fee equal to the Applicable Rate times the
actual daily amount by which the Revolving Credit Facility exceeds the sum of (i) the Outstanding Amount of Revolving Credit
Loans and (ii) the Outstanding Amount of L/C Obligations, subject to adjustment as provided in Section 2.17. For the avoidance of
doubt, the Outstanding Amount of
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Swing Line Loans shall not be counted towards or considered usage of the Aggregate Commitments for purposes of determining the
Commitment Fee. The commitment fee shall accrue at all times during the Availability Period, including at any time during which
one (1) or more of the conditions in Article IV is not met, and shall be due and payable quarterly in arrears on the last Business Day
of each March, June, September and December, commencing with the first such date to occur after the Restatement Date, and on the
last day of the Availability Period for the Revolving Credit Facility.
(b)    Other Fees.
(i)    The Borrowers shall pay to the Administrative Agent, Arrangers, Lenders and Affiliates thereof for their own respective
accounts fees in the amounts and at the times specified in the Agent Fee Letter. Such fees shall be fully earned when paid and shall
not be refundable for any reason whatsoever.
2.10    Computation of Interest and Fees. All computations of interest for Base Rate Loans (including Base Rate Loans
determined by reference to Term SOFR) shall be made on the basis of a year of three hundred sixty-five (365) or three hundred
sixty-six (366) days, as the case may be, and actual days elapsed. All other computations of fees and interest shall be made on the
basis of a three hundred sixty (360-) day year and actual days elapsed (which results in more fees or interest, as applicable, being
paid than if computed on the basis of a three hundred sixty-five- (365-) day year). Interest shall accrue on each Loan for the day on
which the Loan is made, and shall not accrue on a Loan, or any portion thereof, for the day on which the Loan or such portion is
paid; provided that any Loan that is repaid on the same day on which it is made shall, subject to Section 2.12(a), bear interest for one
(1) day. Each determination by the Administrative Agent of an interest rate or fee hereunder shall be conclusive and binding for all
purposes, absent manifest error.
2.11    Evidence of Debt. (a) The Credit Extensions made by each Lender shall be evidenced by one (1) or more accounts or
records maintained by such Lender and by the Administrative Agent in the ordinary course of business. The accounts or records
maintained by the Administrative Agent and each Lender shall be conclusive absent manifest error of the amount of the Credit
Extensions made by the Lenders to the Borrowers and the interest, principal and payments thereon. Any failure to so record or any
error in doing so shall not, however, limit or otherwise affect the obligation of the Borrowers hereunder to pay any amount owing
with respect to the Obligations. In the event of any conflict between the accounts and records maintained by any Lender and the
accounts and records of the Administrative Agent in respect of such matters, the accounts and records of the Administrative Agent
shall control in the absence of manifest error. Upon the request of any Lender made through the Administrative Agent, the Borrowers
shall execute and deliver to such Lender (through the Administrative Agent) a Note, which shall evidence such Lender’s Loans in
addition to such accounts or records. Each Lender may attach schedules to its Note and endorse thereon the date, Type (if
applicable), amount and maturity of its Loans and payments with respect thereto.
(b)    In addition to the accounts and records referred to in Section 2.11(a), each Lender and the Administrative Agent shall
maintain in accordance with its usual practice accounts or records evidencing the purchases and sales by such Lender of
participations in Letters of Credit
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and Swing Line Loans. In the event of any conflict between the accounts and records maintained by the Administrative Agent and
the accounts and records of any Lender in respect of such matters, the accounts and records of the Administrative Agent shall control
in the absence of manifest error.
2.12    Payments Generally; Administrative Agent’s Clawback.
(a)    General. All payments to be made by the Borrowers shall be made free and clear of and without condition or deduction
for any counterclaim, defense, recoupment or setoff. Except as otherwise expressly provided herein, all payments by the Borrowers
hereunder shall be made to the Administrative Agent, for the account of the respective Lenders to which such payment is owed, at
the Administrative Agent’s Office in Dollars and in immediately available funds not later than 11:00 a.m. on the date specified
herein. The Administrative Agent will promptly distribute to each Lender its Applicable Percentage in respect of the relevant Facility
(or other applicable share as provided herein) of such payment in like funds as received by wire transfer to such Lender’s Lending
Office. All payments received by the Administrative Agent after 11:00 a.m. shall be deemed received on the next succeeding
Business Day and any applicable interest or fee shall continue to accrue. If any payment to be made by the Borrowers shall come
due on a day other than a Business Day, payment shall be made on the next following Business Day, and such extension of time shall
be reflected on computing interest or fees, as the case may be.
(b)    Funding by Lenders; Presumption by Administrative Agent. Unless the Administrative Agent shall have received notice
from a Lender prior to the proposed date of any Borrowing of Term SOFR Loans (or, in the case of any Borrowing of Base Rate
Loans, prior to 9:00 a.m. on the date of such Borrowing) that such Lender will not make available to the Administrative Agent such
Lender’s share of such Borrowing, the Administrative Agent may assume that such Lender has made such share available on such
date in accordance with Section 2.02 (or, in the case of a Borrowing of Base Rate Loans, that such Lender has made such share
available in accordance with and at the time required by Section 2.02) and may, in reliance upon such assumption, make available to
the Borrowers a corresponding amount. In such event, if a Lender has not in fact made its share of the applicable Borrowing
available to the Administrative Agent, then the applicable Lender and the Borrowers severally agree to pay to the Administrative
Agent forthwith on demand such corresponding amount in immediately available funds with interest thereon, for each day from and
including the date such amount is made available to the Borrowers to but excluding the date of payment to the Administrative Agent,
at (A) in the case of a payment to be made by such Lender, the greater of the Federal Funds Rate and a rate determined by the
Administrative Agent in accordance with banking industry rules on interbank compensation, plus any administrative, processing or
similar fees customarily charged by the Administrative Agent in connection with the foregoing, and (B) in the case of a payment to
be made by the Borrowers, the interest rate applicable to Base Rate Loans. If the Borrowers and such Lender shall pay such interest
to the Administrative Agent for the same or an overlapping period, the Administrative Agent shall promptly remit to the Borrowers
the amount of such interest paid by the Borrowers for such period. If such Lender pays its share of the applicable Borrowing to the
Administrative Agent, then the amount so paid shall constitute such Lender’s Loan included in such Borrowing. Any payment by the
Borrowers shall be without prejudice to
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any claim the Borrowers may have against a Lender that shall have failed to make such payment to the Administrative Agent.
(i)    Payments by Borrowers; Presumptions by Administrative Agent. Unless the Administrative Agent shall have received
notice from the Borrowers prior to the date on which any payment is due to the Administrative Agent for the account of the Lenders
or any L/C Issuer hereunder that the Borrowers will not make such payment, the Administrative Agent may assume that the
Borrowers have made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to
the Appropriate Lenders or the L/C Issuers, as the case may be, the amount due. With respect to any payment that the Administrative
Agent makes for the account of the Lenders or any L/C Issuer hereunder as to which the Administrative Agent determines (which
determination shall be conclusive absent manifest error) that any of the following applies (such payment referred to as the
“Rescindable Amount”): (1) the Borrowers have not in fact made such payment; (2) the Administrative Agent has made a payment in
excess of the amount so paid by the Borrowers (whether or not then owed); or (3) the Administrative agent has for any reason
otherwise erroneously made such payment; then each of the Appropriate Lenders or the L/C Issuer, as the case may be, severally
agrees to repay to the Administrative Agent forthwith on demand the Rescindable Amount so distributed to such Lender or such L/C
Issuer, in immediately available funds with interest thereon, for each day from and including the date such amount is distributed to it
to but excluding the date of payment to the Administrative Agent, at the greater of the Federal Funds Rate and a rate determined by
the Administrative Agent in accordance with banking industry rules on interbank compensation.
A notice of the Administrative Agent to any Lender or the Borrowers with respect to any amount owing under this subsection
(b) shall be conclusive, absent manifest error.
(c)    Failure to Satisfy Conditions Precedent. If any Lender makes available to the Administrative Agent funds for any Loan
to be made by such Lender as provided in the foregoing provisions of this Article II, and such funds are not made available to the
Borrowers by the Administrative Agent because the conditions to the applicable Credit Extension set forth in Article IV are not
satisfied or waived in accordance with the terms hereof, the Administrative Agent shall return such funds (in like funds as received
from such Lender) to such Lender, without interest.
(d)    Obligations of Lenders Several. The obligations of the Lenders hereunder to make Term Loans and Revolving Credit
Loans, to fund participations in Letters of Credit and Swing Line Loans and to make payments pursuant to Section 11.04(c) are
several and not joint. The failure of any Lender to make any Loan, to fund any such participation or to make any payment under
Section 11.04(c) on any date required hereunder shall not relieve any other Lender of its corresponding obligation to do so on such
date, and no Lender shall be responsible for the failure of any other Lender to so make its Loan, to purchase its participation or to
make its payment under Section 11.04(c).
(e)        Funding Source. Nothing herein shall be deemed to obligate any Lender to obtain the funds for any Loan in any
particular place or manner or to constitute a representation by any Lender that it has obtained or will obtain the funds for any Loan in
any particular place or manner.
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(f)    Insufficient Funds. If at any time insufficient funds are received by and available to the Administrative Agent to pay
fully all amounts of principal, L/C Borrowings, interest and fees then due hereunder, such funds shall be applied (i) first, toward
payment of interest and fees then due hereunder, ratably among the parties entitled thereto in accordance with the amounts of interest
and fees then due to such parties, and (ii) second, toward payment of principal and L/C Borrowings then due hereunder, ratably
among the parties entitled thereto in accordance with the amounts of principal and L/C Borrowings then due to such parties.
2.13    Sharing of Payments by Lenders. If any Lender shall, by exercising any right of setoff or counterclaim or otherwise,
obtain payment in respect of (a) Obligations due and payable to such Lender hereunder and under the other Loan Documents at such
time in excess of its ratable share (according to the proportion of (i) the amount of such Obligations due and payable to such Lender
at such time to (ii) the aggregate amount of the Obligations due and payable to all Lenders hereunder and under the other Loan
Documents at such time) of payments on account of the Obligations due and payable to all Lenders hereunder and under the other
Loan Documents at such time obtained by all the Lenders at such time or (b) Obligations owing (but not due and payable) to such
Lender hereunder and under the other Loan Documents at such time in excess of its ratable share (according to the proportion of (i)
the amount of such Obligations owing (but not due and payable) to such Lender at such time to (ii) the aggregate amount of the
Obligations owing (but not due and payable) to all Lenders hereunder and under the other Loan Parties at such time) of payment on
account of the Obligations owing (but not due and payable) to all Lenders hereunder and under the other Loan Documents at such
time obtained by all of the Lenders at such time then the Lender receiving such greater proportion shall (a) notify the Administrative
Agent of such fact, and (b) purchase (for cash at face value) participations in the Loans and subparticipations in L/C Obligations and
Swing Line Loans of the other Lenders, or make such other adjustments as shall be equitable, so that the benefit of all such payments
shall be shared by the Lenders ratably in accordance with the aggregate amount of Obligations then due and payable to the Lenders
or owing (but not due and payable) to the Lenders, as the case may be, provided that:
(i)    if any such participations or subparticipations are purchased and all or any portion of the payment giving rise thereto is
recovered, such participations or subparticipations shall be rescinded and the purchase price restored to the extent of such recovery,
without interest; and
(ii)    the provisions of this Section shall not be construed to apply to (A) any payment made by or on behalf of the Borrowers
pursuant to and in accordance with the express terms of this Agreement (including the application of funds arising from the existence
of a Defaulting Lender), (y) the application of Cash Collateral provided for in Section 2.16, or (z) any payment obtained by a Lender
as consideration for the assignment of or sale of a participation in any of its Loans or subparticipations in L/C Obligations or Swing
Line Loans to any assignee or participant, other than an assignment to Holdings, the Borrowers, any Subsidiary, or any Affiliate
thereof (as to which the provisions of this Section shall apply).
Each Loan Party consents to the foregoing and agrees, to the extent it may effectively do so under applicable law, that any
Lender acquiring a participation pursuant to the foregoing arrangements may exercise against such Loan Party rights of setoff and
counterclaim with
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respect to such participation as fully as if such Lender were a direct creditor of such Loan Party in the amount of such participation.
2.14    Extensions of Term Loans and Revolving Credit Commitments. (a) Notwithstanding anything to the contrary in this
Agreement, pursuant to one (1) or more offers (each, an “Extension Offer”) made from time to time by the Borrowers to all Term
Lenders of any class of Term Loans or any class of Revolving Credit Commitments, in each case on a pro rata basis (based on the
aggregate outstanding principal amount of the respective Term Loans or Revolving Credit Commitments of the applicable class) and
on the same terms to each such Lender, the Borrowers are hereby permitted to consummate from time to time transactions with
individual Lenders that accept the terms contained in such Extension Offers to extend the maturity date of each such Lender’s Term
Loans and/or Revolving Credit Commitments of the applicable class and otherwise modify the terms of such Term Loans and/or
Revolving Credit Commitments pursuant to the terms of the relevant Extension Offer (including, without limitation, by changing the
interest rate or fees payable in respect of such Term Loans and/or Revolving Credit Commitments (and related outstandings) and/or
modifying the amortization schedule in respect of such Term Loans) (each, an “Extension”) and each group of Term Loans or
Revolving Credit Commitments, as applicable, in each case as so extended, as well as the original Term Loans and the original
Revolving Credit Commitments (in each case not so extended), being a separate class of Term Loans from the class of Term Loans
from which they were converted, and any Extended Revolving Credit Commitments (as defined below) shall constitute a separate
class of Revolving Credit Commitments from the class of Revolving Credit Commitments from which they were converted, it being
understood that an Extension may be in the form of an increase in the amount of any other then outstanding class of Term Loans or
Revolving Credit Commitments otherwise satisfying the criteria set forth below, so long as the following terms are satisfied:
(i)    except as to interest rates, fees and final maturity (which shall be determined by the Borrowers and set forth in the
relevant Extension Offer), the Revolving Credit Commitment of any Revolving Credit Lender that agrees to an extension with
respect to such Revolving Credit Commitment extended pursuant to an Extension (“Extended Revolving Credit Commitments”), and
the related outstandings, shall be a Revolving Credit Commitment (or related outstandings, as the case may be) with the same terms
as the original class of Revolving Credit Commitments (and related outstandings); provided that at no time shall there be Revolving
Credit Commitments hereunder (including Extended Revolving Credit Commitments and any original Revolving Credit
Commitments) which have more than two (2) different maturity dates;
(ii)    except as to interest rates, fees, amortization, final maturity date, premium, required prepayment dates and participation
in prepayments (which shall, subject to immediately succeeding clauses (iii), (iv) and (v), be determined by the Borrowers and set
forth in the relevant Extension Offer), the Term Loans of any Lender (an “Extending Term Lender”) extended pursuant to any
Extension (“Extended Term Loans”) shall have the same terms as the class of Term Loans subject to such Extension Offer (except
for covenants or other provisions contained therein applicable only to periods after the then latest Maturity Date of any class of Term
Loans hereunder or, to the extent such classes of Term Loans are later prepaid, the period after such prepayment);
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(iii)    the final maturity date of any Extended Term Loans shall be no earlier than the final maturity date of the class of Term
Loans subject to such Extension Offer and the amortization schedule applicable to Term Loans pursuant to Section 2.07 for periods
prior to such final maturity date of the Term Loans subject to such Extension Offer may not be increased;
(iv)    the weighted average life to maturity of any Extended Term Loans shall be no shorter than the remaining weighted
average life to maturity of the Term Loans extended thereby;
(v)    any Extended Term Loans may participate on a pro rata basis or on a less than pro rata basis (but not on a greater than
pro rata basis) in any voluntary or mandatory prepayments hereunder, as specified in the applicable Extension Offer;
(vi)    if the aggregate principal amount of the class of Term Loans (calculated on the face amount thereof) or Revolving
Credit Commitments, as the case may be, in respect of which Term Lenders or Revolving Credit Lenders, as the case may be, shall
have accepted the relevant Extension Offer shall exceed the maximum aggregate principal amount of Term Loans or Revolving
Credit Commitments of such class, as the case may be, offered to be extended by the Borrowers pursuant to such Extension Offer,
then the Term Loans or Revolving Credit Commitments of such class, as the case may be, of such Term Lenders or Revolving Credit
Lenders, as the case may be, shall be extended ratably up to such maximum amount based on the respective principal amounts (but
not to exceed actual holdings of record) with respect to which such Term Lenders or Revolving Credit Lenders, as the case may be,
have accepted such Extension Offer;
(vii)        the establishment of any Extended Revolving Credit Commitments shall be accompanied by a reduction in the
Revolving Credit Commitments in at least the amount of such Extended Revolving Credit Commitments; provided that any
reduction in the Revolving Credit Commitments may, at the option of the Borrowers, be directed to a disproportional reduction of
the Revolving Credit Commitments of any Lender providing an Extended Revolving Credit Commitment;
(viii)    all documentation in respect of such Extension shall be consistent with the foregoing and otherwise acceptable to the
Administrative Agent; and
(ix)        any applicable minimum extension condition required by the Borrowers shall be satisfied unless waived by the
Borrowers.
(b)    With respect to all Extensions consummated by the Borrowers pursuant to Section 2.14(a), (i) such Extensions shall not
constitute voluntary or mandatory payments or prepayments for purposes of Section 2.05 and (ii) there shall be not more than five
(5) classes of Extended Term Loans outstanding at any time. The Administrative Agent and the Lenders hereby consent to the
transactions contemplated by this Section 2.14 (including, for the avoidance of doubt, payment of any interest, fees or premium in
respect of any Extended Term Loans and/or Extended Revolving Credit Commitments on the such terms as may be set forth in the
relevant Extension Offer) and hereby waive the requirements of any provision of this Agreement (including, without limitation,
Sections 2.05, 2.12 and 2.13) or any other Loan
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Document that may otherwise prohibit any such Extension or any other transaction contemplated by this Section 2.14.
(c)    No consent of any Lender or the Administrative Agent shall be required to effectuate any Extension, other than (i) the
consent of each Lender agreeing to such Extension with respect to one (1) or more of its Term Loans and/or Revolving Credit
Commitments (or a portion thereof) and (ii) with respect to any Extension of any class of Revolving Credit Commitments, the
consent of the L/C Issuer and Swing Line Lender (if such L/C Issuer or Swing Line Lender is being requested to issue letters of
credit or make swing line loans with respect to the class of Extended Revolving Credit Commitments). The Lenders hereby
irrevocably authorize the Administrative Agent to enter into an Additional Credit Extension Amendment to this Agreement and the
other Loan Documents with the Borrowers and the other applicable Loan Parties as may be necessary in order to establish new
classes in respect of Revolving Credit Commitments or Term Loans so extended and such technical amendments as may be
necessary or appropriate in the reasonable opinion of the Administrative Agent in connection with the establishment of such new
classes, in each case on terms consistent with this Section 2.14.
(d)    In connection with any Extension, the Borrowers shall provide the Administrative Agent at least five (5) Business Days’
(or such shorter period as may be agreed by the Administrative Agent) prior written notice thereof, and shall agree to such
procedures (including, without limitation, regarding timing, rounding and other adjustments and to ensure reasonable administrative
management of the credit facilities hereunder after such Extension), if any, as may be established by, or acceptable to, the
Administrative Agent, in each case acting reasonably to accomplish the purposes of this Section 2.14.
(e)    This Section shall supersede any provisions in Sections 2.13 or 10.01 to the contrary. Notwithstanding any language to
the contrary, no Lender’s Commitments may be extended without such Lender’s consent and any such decision whether to extend its
Term Loan or Revolving Credit Commitment shall be in such Lender’s sole and absolute discretion.
2.15    Increase in Commitments.
(a)    Request for Increase. The Borrowers may by written notice to the Administrative Agent elect to request (x) prior to the
Maturity Date for the Revolving Credit Facility, an increase to the existing Revolving Credit Commitments (each, an “Incremental
Revolving Credit Commitment”) and/or (y) prior to the Maturity Date for the Term A Loans, the establishment of one (1) or more
new term loan commitments for an additional class of term loans or as an increase to an existing Class of Term Loans (each, an
“Incremental Term Commitment”), by an aggregate amount not in excess of the sum of (i) $100,000,000 in the aggregate plus (ii) an
unlimited amount provided that, in respect of this clause (ii) only, after giving pro forma effect to the incurrence of each Incremental
Commitment (assuming for purposes of such calculation that (x) the full committed amount of any Incremental Revolving Credit
Commitment shall be treated as fully drawn for such purpose and (y) cash proceeds of any such increase shall not be netted from
Indebtedness for purposes of calculating compliance with the Consolidated Leverage Ratio), the Consolidated Leverage Ratio does
not exceed 2.50 to 1.00. Each Incremental Commitment shall be in a minimum amount of $25,000,000. At the time of sending such
notice, the Borrowers (in consultation with the Administrative Agent) shall specify the time period
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within which each Lender is requested to respond (which shall in no event be less than ten (10) Business Days from the date of
delivery of such notice to the Lenders or such shorter period as the Borrowers and the Administrative Agent may agree).
(b)    Lender Elections to Increase. Each Lender may elect or decline, in its sole discretion, to provide any Incremental
Commitment and shall notify the Administrative Agent within such time period whether or not it agrees to provide any Incremental
Commitment and, if so, whether by an amount equal to, greater than, or less than its Applicable Percentage of such requested
Incremental Commitment. Any Lender not responding within such time period shall be deemed to have declined to provide such
Incremental Commitment.
(c)    Notification by Administrative Agent; Additional Lenders. The Administrative Agent shall notify the Borrowers and
each Lender of the Lenders’ responses to each request made hereunder. To the extent the Lenders have not agreed to provide
Incremental Commitments in an amount sufficient to provide the full amount of the requested Incremental Commitments, subject to
the approval of the Administrative Agent, and, in connection with any Incremental Revolving Credit Commitment, the L/C Issuer
and the Swing Line Lender (which approvals shall not be unreasonably withheld), the Borrowers may also invite additional Eligible
Assignees to become Lenders in order to provide, together with the existing Lenders providing Incremental Commitments, the
aggregate requested Incremental Commitments. In order to become a Lender, each such additional Eligible Assignee shall execute
and deliver to the Administrative Agent a joinder agreement in form and substance satisfactory to the Administrative Agent and its
counsel (the “Increase Joinder”). Notwithstanding the provisions of Section 10.01, the Increase Joinder or other related Additional
Credit Extension Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and the
other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent, to effect the
provisions of this Section 2.15.
(d)        Effective Date and Allocations. If the Aggregate Commitments are increased in accordance with this Section, the
Administrative Agent and the Borrowers shall determine the effective date (the “Increase Effective Date”) and the final allocation of
such increase. The Administrative Agent shall promptly notify the Borrowers and the Lenders of the final allocation of such increase
and the Increase Effective Date.
(e)    Conditions to Effectiveness of Incremental Commitments. The Incremental Commitments shall become effective as of
the Increase Effective Date; provided that the Borrowers shall deliver to the Administrative Agent a certificate of each Loan Party
dated as of the Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party (i)
certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such increase, and (ii) in the case of
the Borrowers, certifying that, before and after giving effect to such increase and the use of proceeds thereof (and assuming, in the
case of an Incremental Revolving Credit Commitments, that the entire amount of such increase is funded), each of the following are
satisfied: (A) the representations and warranties contained in Article V and the other Loan Documents are true and correct on and as
of the Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in
which case they are true and correct as of such earlier date, and except that for purposes of this Section 2.15, the representations and
warranties contained in
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subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and
(b), respectively, of Section 6.01, (B) no Default exists, and (C) as of the last day of the most recent Measurement Period, the
Borrowers are in pro forma compliance with the covenant set forth in Section 7.11(a) and, if such Incremental Commitment is
incurred pursuant to Section 2.15(a)(ii), the Consolidated Leverage Ratio does not exceed 2.50 to 1.00 (assuming for purposes of
such calculations in this Clause (C) that (i) the full committed amount of any increase to the Revolving Credit Commitments shall be
treated as outstanding for such purpose and (ii) cash proceeds of any such increase shall not be netted from Indebtedness for
purposes of calculating compliance with the Consolidated Leverage Ratio); provided, that notwithstanding the foregoing, solely to
the extent the proceeds from an Incremental Term Commitment are incurred to fund a Permitted Acquisition, compliance with the
forgoing clauses (B) and (C) of this subsection (e) shall only be required to be satisfied as of the time of entering into of the
definitive acquisition agreement governing such Permitted Acquisition so long as the proceeds of such Incremental Term Loan are
intended to and are used to substantially contemporaneously fund all or a portion of the consideration for a Permitted Acquisition
consummated within ninety (90) days after the date of execution of the acquisition agreement related thereto and assuming that such
Permitted Acquisition is consummated substantially in accordance with the terms of such acquisition agreement (giving effect to any
amendments that, taken as a whole, would not be materially adverse to the Lenders).
(f)       Adjustment of Revolving Credit Loans. To the extent the Commitments being increased on the relevant Increase
Effective Date are Incremental Revolving Credit Commitments, then, on such Increase Effective Date, (i) each relevant Revolving
Credit Lender that is increasing its Revolving Credit Commitment shall make available to the Administrative Agent such amounts in
immediately available funds as such Administrative Agent shall determine, for the benefit of the other relevant Revolving Credit
Lenders, as being required in order to cause, after giving effect to such increase and the application of such amounts to make
payments to such other relevant Revolving Credit Lenders, the outstanding Revolving Credit Loans (and risk participations in
outstanding Swing Line Loans and L/C Obligations) to be held ratably by all Revolving Credit Lenders in accordance with their
respective revised Applicable Revolving Credit Percentages, (ii) the Borrowers shall be deemed to have prepaid and reborrowed the
outstanding Revolving Credit Loans as of such Increase Effective Date to the extent necessary to keep the outstanding Revolving
Credit Loans ratable with any revised Applicable Revolving Credit Percentages arising from any nonratable increase in the
Revolving Credit Commitments under this Section 2.15, and (iii) the Borrowers shall pay to the relevant Revolving Credit Lenders
the amounts, if any, required pursuant to Section 3.05 as a result of such prepayment.
(g)        Terms of New Loans and Commitments. The terms and provisions of Loans made pursuant to Incremental
Commitments shall be as follows:
(i)    terms and provisions of Incremental Term Loans shall be, except as otherwise set forth herein, in the Increase Joinder or
other related Additional Credit Extension Amendment, identical to the Term A Loans (it being understood that Incremental Term
Loans may be a part of the Term A Loans) and to the extent that the terms and provisions of Incremental Term Loans are not
identical to the Term A Loans (except to the extent permitted by clause 2.15(g)(iii)(iii), (iv),
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(v) or (vi) below) they shall be reasonably satisfactory to the Administrative Agent; provided that in any event the Incremental Term
Loans must comply with clause 2.15(g)(iii)(iii), (iv), (v) or (vi) below;
(ii)    the terms and provisions of Revolving Credit Loans made pursuant to new Commitments shall be identical to the
Revolving Credit Loans;
(iii)    the scheduled principal amortization payments under each Incremental Term Loan shall be as set forth in the related
Increase Joinder or other related Additional Credit Extension Amendment; provided that the weighted average life to maturity of
each Incremental Term Loan shall not be less than the remaining weighted average life to maturity of the then existing Term A
Loans;
(iv)    the maturity date of each Incremental Term Loan shall be as set forth in the Increase Joinder or other Additional Credit
Extension Amendment; provided that such date shall not be earlier than the Maturity Date for the Term A Loans;
(v)    the Applicable Rate, fees and amortization schedule applicable to Incremental Term Loans shall be determined by the
Borrowers and the Lenders of the Incremental Term Loans and set forth in the related Increase Joinder or other related Additional
Credit Extension Amendment; provided, that the Yield applicable to any Incremental Term Commitment will not be more than
0.50% higher than the corresponding Yield for the existing Term A Loan unless the interest rate margin with respect to the existing
Term A Loan is increased by an amount equal to the difference between the Yield with respect to the Incremental Term Commitment
and the corresponding Yield on the existing Term Loan minus 0.50%;
(vi)    any Incremental Term Loans may participate on a pro rata basis or on a less than pro rata basis (but not on a greater
than pro rata basis) in any voluntary or mandatory prepayments hereunder (whether by acceleration or otherwise), as specified in the
Increase Joinder or other Additional Credit Extension Amendment; and
(vii)    Schedule 2.01 shall be deemed revised to reflect the commitments and commitment percentages of the Incremental
Term Loan Lenders as set forth in the Increase Joinder or other Additional Credit Extension Amendment.
(h)    Equal and Ratable Benefit. The Loans and Commitments established pursuant to this paragraph shall constitute Loans
and Commitments under, and shall be entitled to all the benefits afforded by, this Agreement and the other Loan Documents, and
shall, without limiting the foregoing, benefit equally and ratably from the Guaranty, except that the new Loans may be subordinated
in right of payment to the extent set forth in the Increase Joinder.
(i)    Conflicting Provisions. This Section shall supersede any provisions in Sections 2.13 or 10.01 to the contrary.
2.16    Cash Collateral.
(a)    Certain Credit Support Events. If (i) the L/C Issuer has honored any full or partial drawing request under any Letter of
Credit and such drawing has resulted in an L/C Borrowing, (ii) as of the Letter of Credit Expiration Date, any L/C Obligation for any
reason remains outstanding, (iii) the Borrowers shall be required to provide Cash Collateral pursuant to Section
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8.02(c), or (iv) there shall exist a Defaulting Lender, the Borrowers shall immediately (in the case of clause (iii) above) or within one
(1) Business Day (in all other cases), following any request by the Administrative Agent or the L/C Issuer, provide Cash Collateral in
an amount not less than the applicable Minimum Collateral Amount (determined in the case of Cash Collateral provided pursuant to
clause (iv) above, after giving effect to Section 2.17(a)(iv) and any Cash Collateral provided by the Defaulting Lender). If at any
time the Administrative Agent determines that any funds held as Cash Collateral are subject to any right or claim of any Person other
than the Administrative Agent or that the total amount of such funds is less than the aggregate Outstanding Amount of all L/C
Obligations, the Borrowers will, forthwith upon demand by the Administrative Agent, pay to the Administrative Agent, as additional
funds to be deposited as Cash Collateral, an amount equal to the excess of (x) such aggregate Outstanding Amount over (y) the total
amount of funds, if any, then held as Cash Collateral that the Administrative Agent determines to be free and clear of any such right
and claim. Upon the drawing of any Letter of Credit for which funds are on deposit as Cash Collateral, such funds shall be applied,
to the extent permitted under applicable Laws, to reimburse the L/C Issuer.
(b)        Grant of Security Interest. The Borrowers, and to the extent provided by any Defaulting Lender, such Defaulting
Lender, hereby grants to (and subjects to the control of) the Administrative Agent, for the benefit of the Administrative Agent, the
L/C Issuer and the Lenders, and agrees to maintain, a first priority security interest in all such cash, deposit accounts and all balances
therein, and all other property so provided as collateral pursuant hereto, and in all proceeds of the foregoing, all as security for the
obligations to which such Cash Collateral may be applied pursuant to Section 2.16(c). If at any time the Administrative Agent
determines that Cash Collateral is subject to any right or claim of any Person other than the Administrative Agent or the L/C Issuer
as herein provided, or that the total amount of such Cash Collateral is less than the Minimum Collateral Amount, the Borrowers will,
promptly upon demand by the Administrative Agent, pay or provide to the Administrative Agent additional Cash Collateral in an
amount sufficient to eliminate such deficiency. All Cash Collateral (other than credit support not constituting funds subject to
deposit) shall be maintained in one (1) or more Cash Collateral Accounts at Bank of America. The Borrowers shall pay on demand
therefor from time to time all customary account opening, activity and other administrative fees and charges in connection with the
maintenance and disbursement of Cash Collateral.
(c)    Application. Notwithstanding anything to the contrary contained in this Agreement, Cash Collateral provided under any
of this Section 2.16 or Sections 2.04, 2.05, 2.06, 2.17 or 8.02 in respect of Letters of Credit or Swing Line Loans shall be held and
applied to the satisfaction of the specific L/C Obligations, Swing Line Loans, obligations to fund participations therein (including, as
to Cash Collateral provided by a Defaulting Lender, any interest accrued on such obligation) and other obligations for which the
Cash Collateral was so provided, prior to any other application of such property as may be provided for herein.
(d)    Release. Cash Collateral (or the appropriate portion thereof) provided to reduce Fronting Exposure or to secure other
obligations shall be released promptly following (i) the elimination of the applicable Fronting Exposure or other obligations giving
rise thereto (including by the termination of Defaulting Lender status of the applicable Lender (or, as appropriate, its assignee
following compliance with Section 11.06(b)(vi))) or (ii) the
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determination by the Administrative Agent and the L/C Issuer that there exists excess Cash Collateral; provided, however, (x) any
such release shall be without prejudice to, and any disbursement or other transfer of Cash Collateral shall be and remain subject to,
any other Lien conferred under the Loan Documents and the other applicable provisions of the Loan Documents, and (y) the Person
providing Cash Collateral and the L/C Issuer may agree that Cash Collateral shall not be released but instead held to support future
anticipated Fronting Exposure or other obligations.
2.17    Defaulting Lenders.
(a)        Adjustments. Notwithstanding anything to the contrary contained in this Agreement, if any Lender becomes a
Defaulting Lender, then, until such time as that Lender is no longer a Defaulting Lender, to the extent permitted by applicable Law:
(i)    Waivers and Amendments. Such Defaulting Lender’s right to approve or disapprove any amendment, waiver or consent
with respect to this Agreement shall be restricted as set forth in Section 10.01 and in the definition of “Required Lender”.
(ii)    Defaulting Lender Waterfall. Any payment of principal, interest, fees or other amounts received by the Administrative
Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Article VIII or otherwise)
or received by the Administrative Agent from a Defaulting Lender pursuant to Section 10.08 shall be applied at such time or times as
may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by such Defaulting Lender to
the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by such Defaulting Lender to
the L/C Issuer or Swing Line Lender hereunder; third, to Cash Collateralize the L/C Issuer’s Fronting Exposure with respect to such
Defaulting Lender in accordance with Section 2.16; fourth, as the Borrowers may request (so long as no Default or Event of Default
exists), to the funding of any Loan in respect of which such Defaulting Lender has failed to fund its portion thereof as required by
this Agreement, as determined by the Administrative Agent; fifth, if so determined by the Administrative Agent and the Borrowers,
to be held in a deposit account and released pro rata in order to (x) satisfy such Defaulting Lender’s potential future funding
obligations with respect to Loans under this Agreement and (y) Cash Collateralize the L/C Issuer’s future Fronting Exposure with
respect to such Defaulting Lender with respect to future Letters of Credit issued under this Agreement, in accordance with Section
2.16; sixth, to the payment of any amounts owing to the Lenders, the L/C Issuer or Swing Line Lender as a result of any judgment of
a court of competent jurisdiction obtained by any Lender, the L/C Issuer or the Swing Line Lender against such Defaulting Lender as
a result of such Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Default or Event of
Default exists, to the payment of any amounts owing to the Borrowers as a result of any judgment of a court of competent
jurisdiction obtained by the Borrowers against such Defaulting Lender as a result of such Defaulting Lender’s breach of its
obligations under this Agreement; and eighth, to such Defaulting Lender or as otherwise directed by a court of competent
jurisdiction; provided that if (x) such payment is a payment of the principal amount of any Loans or L/C Borrowings in respect of
which such Defaulting Lender has not fully funded its appropriate share, and (y) such Loans were made or the related Letters of
Credit were issued at a time when the conditions set forth in Section 4.02 were satisfied or waived, such payment shall
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be applied solely to pay the Loans of, and L/C Obligations owed to, all Non-Defaulting Lenders on a pro rata basis prior to being
applied to the payment of any Loans of, or L/C Obligations owed to, such Defaulting Lender until such time as all Loans and funded
and unfunded participations in L/C Obligations and Swing Line Loans are held by the Lenders pro rata in accordance with the
Commitments hereunder without giving effect to Section 2.17(a)(iv). Any payments, prepayments or other amounts paid or payable
to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post Cash Collateral pursuant to
this Section 2.17(a)(ii) shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents
hereto.
(iii)    Certain Fees.
(A)    No Defaulting Lender shall be entitled to receive any fee payable under Section 2.09(a) for any period
during which that Lender is a Defaulting Lender (and the Borrowers shall not be required to pay any such fee that
otherwise would have been required to have been paid to that Defaulting Lender).
(B)    Each Defaulting Lender shall be entitled to receive Letter of Credit Fees for any period during which
that Lender is a Defaulting Lender only to the extent allocable to its Applicable Percentage of the stated amount of
Letters of Credit for which it has provided Cash Collateral pursuant to Section 2.16.
(C)    With respect to any fee payable under Section 2.09(a) or (b) or any Letter of Credit Fee not required to
be paid to any Defaulting Lender pursuant to clause (A) or (B) above, the Borrowers shall (x) pay to each Non-
Defaulting Lender that portion of any such fee otherwise payable to such Defaulting Lender with respect to such
Defaulting Lender’s participation in L/C Obligations or Swing Line Loans that has been reallocated to such Non-
Defaulting Lender pursuant to clause (iv) below, (y) pay to the L/C Issuer and Swing Line Lender, as applicable, the
amount of any such fee otherwise payable to such Defaulting Lender to the extent allocable to such L/C Issuer’s or
Swing Line Lender’s Fronting Exposure to such Defaulting Lender, and (z) not be required to pay the remaining
amount of any such fee.
(iv)    Reallocation of Applicable Percentages to Reduce Fronting Exposure. All or any part of such Defaulting Lender’s
participation in L/C Obligations and Swing Line Loans shall be reallocated among the Non-Defaulting Lenders in accordance with
their respective Applicable Percentages (calculated without regard to such Defaulting Lender’s Commitment) but only to the extent
that such reallocation does not cause the aggregate Revolving Credit Exposure of any Non-Defaulting Lender to exceed such Non-
Defaulting Lender’s Commitment. Subject to Section 11.22, no reallocation hereunder shall constitute a waiver or release of any
claim of any party hereunder against a Defaulting Lender arising from that Lender having become a Defaulting Lender, including
any claim of a Non-Defaulting Lender as a result of such Non-Defaulting Lender’s increased exposure following such reallocation.
(v)    Cash Collateral, Repayment of Swing Line Loans. If the reallocation described in clause (a)(iv) above cannot, or can
only partially, be effected, the Borrowers shall, without prejudice to any right or remedy available to it hereunder or under applicable
Law, (x) first,
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prepay Swing Line Loans in an amount equal to the Swing Line Lenders’ Fronting Exposure and (y) second, Cash Collateralize the
L/C Issuers’ Fronting Exposure in accordance with the procedures set forth in Section 2.16.
(b)    Defaulting Lender Cure. If the Borrowers, the Administrative Agent, Swing Line Lender and the L/C Issuer agree in
writing that a Lender is no longer a Defaulting Lender, the Administrative Agent will so notify the parties hereto, whereupon as of
the effective date specified in such notice and subject to any conditions set forth therein (which may include arrangements with
respect to any Cash Collateral), that Lender will, to the extent applicable, purchase at par that portion of outstanding Loans of the
other Lenders or take such other actions as the Administrative Agent may determine to be necessary to cause the Revolving Credit
Loans and funded and unfunded participations in Letters of Credit and Swing Line Loans to be held on a pro rata basis by the
Lenders in accordance with their Applicable Percentages (without giving effect to Section 2.17(a)(iv)), whereupon such Lender will
cease to be a Defaulting Lender; provided that no adjustments will be made retroactively with respect to fees accrued or payments
made by or on behalf of the Borrowers while that Lender was a Defaulting Lender; and provided, further, that except to the extent
otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Lender will constitute a waiver
or release of any claim of any party hereunder arising from that Lender’s having been a Defaulting Lender.
2.18    Joint and Several. The Obligations of the Borrowers hereunder and under the other Loan Documents are joint and
several. Without limiting the generality of the foregoing:
(a)       Anything herein or in any other Loan Document to the contrary notwithstanding, the maximum liability of each
Borrower hereunder and under the other Loan Documents shall in no event exceed the amount which can be guaranteed by such
Borrower under applicable foreign, federal and state Laws relating to the insolvency of debtors (after giving effect to the right of
contribution established in clause (b) below);
(b)    Each Borrower hereby agrees that to the extent that a Borrower shall have paid more than its proportionate share of any
payment made hereunder, such Borrower shall be entitled to seek and receive contribution from and against any other Borrower
hereunder which has not paid its proportionate share of such payment. Each Borrower’s right of contribution shall be subject to the
terms and conditions of clause (c) below. The provisions of this clause (b) shall in no respect limit the obligations and liabilities of
any Borrower to the Administrative Agent and the Lenders, and each Borrower shall remain liable to the Administrative Agent and
the Lenders for the full amount borrowed by such Borrower hereunder.
(c)    Notwithstanding any payment made by any Borrower hereunder or any set-off or application of funds of any Borrower
by the Administrative Agent or any Lender, no Borrower shall be entitled to be subrogated to any of the rights of the Administrative
Agent or any Lender against any other Borrower or any collateral security or guaranty or right of offset held by the Administrative
Agent or any Lender for the payment of the Obligations, nor shall any Borrower seek or be entitled to seek any contribution or
reimbursement from any other Borrower in respect of payments made by such Borrower hereunder, until all of the Obligations are
paid in full. If any amount shall be paid to any Borrower on account of such subrogation rights at any time when all of the
Obligations shall not have been paid in full, such amount shall be held by such
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Borrower in trust for the Lenders, segregated from other funds of such Borrower, and shall, forthwith upon receipt by such
Borrower, be turned over to the Administrative Agent in the exact form received by such Borrower (duly indorsed by such Borrower,
if required), to be applied against the Obligations, whether matured or unmatured, in such order as the Administrative Agent may
determine.
2.19        Borrower Representative. Each Borrower hereby designates and appoints Ichor Systems (the “Borrower
Representative”) as its representative and agent on its behalf for the purposes of issuing Committed Loan Notices (each such notice
to be submitted as soon as practicable after receipt of a request to do so by a Borrower), delivering certificates (including
Compliance Certificates), giving instructions with respect to the disbursement of the proceeds of the Loans, giving and receiving all
other notices and consents hereunder or under any of the other Loan Documents and taking all other actions (including in respect of
compliance with covenants) on behalf of any Borrower or the Borrowers under the Loan Documents. The Borrower Representative
hereby accepts such appointment. The Administrative Agent and the Lenders may regard any notice or other communication
pursuant to any Loan Document from the Borrower Representative as a notice or communication from all Borrowers. Each warranty,
covenant, agreement and undertaking made on behalf of a Borrower by the Borrower Representative shall be deemed for all
purposes to have been made by such Borrower and shall be binding upon and enforceable against such Borrower to the same extent
as if the same had been made directly by such Borrower.
2.20    Designated Lenders. Each of the Administrative Agent, the L/C Issuer, the Swing Line Lender and each Lender at its
option may make any Credit Extension or otherwise perform its obligations hereunder through any Lending Office (each, a
“Designated Lender”); provided that any exercise of such option shall not affect the obligation of such Borrowers to repay any
Credit Extension in accordance with the terms of this Agreement. Any Designated Lender shall be considered a Lender; provided
that in the case of an Affiliate or branch of a Lender, all provisions applicable to a Lender that would be applicable with respect to
Credit Extensions actually provided by such Affiliate or branch of such Lender shall apply to such Affiliate or branch of such Lender
to the same extent as such Lender; provided that for the purposes only of voting in connection with any Loan Document, any
participation by any Designated Lender in any outstanding Credit Extension shall be deemed a participation of such Lender.
2.21    Financial Statement Adjustments or Restatements. If, as a result of any restatement of or other adjustment to the
financial statements of the Borrowers and their Subsidiaries or for any other reason, the Borrowers, or the Lenders determine that
(i)  the Consolidated Leverage Ratio as calculated by the Borrower as of any applicable date was inaccurate and (ii)  a proper
calculation of the Consolidated Leverage Ratio would have resulted in higher pricing for such period, the Borrowers shall
immediately and retroactively be obligated to pay to the Administrative Agent for the account of the applicable Lenders or the L/C
Issuer, as the case may be, promptly on demand by the Administrative Agent (or, after the occurrence of an actual or deemed entry of
an order for relief with respect to any of the Borrowers under the Bankruptcy Code of the United States, automatically and without
further action by the Administrative Agent, any Lender or the L/C Issuer), an amount equal to the excess of the
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amount of interest and fees that should have been paid for such period over the amount of interest and fees actually paid for such
period. This paragraph shall not limit the rights of the Administrative Agent, any Lender or the L/C Issuer, as the case may be, under
any provision of this Agreement to payment of any Obligations hereunder at the Default Rate or under Article VIII. The Borrowers’
obligations under this paragraph shall survive the termination of the Aggregate Commitments and the repayment of all other
Obligations hereunder.
ARTICLE III    
TAXES, YIELD PROTECTION AND ILLEGALITY
3.01    Taxes.
(a)    Payments Free of Taxes; Obligation to Withhold; Payments on Account of Taxes.
(i)    Any and all payments by or on account of any obligation of any Loan Party hereunder or under any Loan Document
shall be made without deduction or withholding for any Taxes, except as required by applicable Laws. If any applicable Laws
require the deduction or withholding of any Tax from any such payment by the Administrative Agent or a Loan Party, then the
Administrative Agent or such Loan Party shall be entitled to make such deduction or withholding, upon the basis of the information
and documentation to be delivered pursuant to subsection (e) below, as applicable.
(ii)    If any Loan Party or the Administrative Agent shall be required by the Code to withhold or deduct any Taxes, including
both United States Federal backup withholding and withholding taxes, from any payment, then (A) such Loan Party or the
Administrative Agent shall withhold or make such deductions as are determined by such Loan Party or the Administrative Agent to
be required based upon the information and documentation it has received pursuant to subsection (e) below, as applicable, (B) such
Loan Party or the Administrative Agent shall timely pay the full amount withheld or deducted to the relevant Governmental
Authority in accordance with the Code, and (C) to the extent that the withholding or deduction is made on account of Indemnified
Taxes, the sum payable by the applicable Loan Party shall be increased as necessary so that after any required withholding or the
making of all required deductions (including deductions applicable to additional sums payable under this Section 3.01) the
applicable Recipient receives an amount equal to the sum it would have received had no such withholding or deduction been made.
(iii)        If any Loan Party or the Administrative Agent shall be required by any applicable Laws other than the Code to
withhold or deduct any Taxes from any payment, then (A) such Loan Party or the Administrative Agent, as required by such Laws,
shall withhold or make such deductions as are determined by it to be required based upon the information and documentation it has
received pursuant to subsection (e) below, (B) such Loan Party or the Administrative Agent, to the extent required by such Laws,
shall timely pay the full amount withheld or deducted to the relevant Governmental Authority in accordance with such Laws, and (C)
to the extent that the withholding or deduction is made on account of Indemnified Taxes, the sum payable by the applicable Loan
Party shall be increased as necessary so that after any required withholding or the making of all required deductions (including
deductions applicable to additional sums payable under this Section 3.01) the applicable Recipient receives an amount equal to the
sum it would have received had no such withholding or deduction been made.
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(b)    Payment of Other Taxes by the Borrowers. Without limiting the provisions of subsection (a) above, the Loan Parties
shall timely pay to the relevant Governmental Authority in accordance with applicable law, or at the option of the Administrative
Agent timely reimburse it for the payment of, any Other Taxes.
(c)    Tax Indemnifications. (i) Without duplication of any amounts paid pursuant to Section 3.01(a) or Section 3.01(b), each
of the Loan Parties shall, and does hereby, jointly and severally, indemnify each Recipient, and shall make payment in respect
thereof within ten (10) days after demand therefor, for the full amount of any Indemnified Taxes (including Indemnified Taxes
imposed or asserted on or attributable to amounts payable under this Section 3.01) payable or paid by such Recipient or required to
be withheld or deducted from a payment to such Recipient, and any penalties, interest and reasonable expenses arising therefrom or
with respect thereto, whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant
Governmental Authority. A certificate as to the amount of such payment or liability delivered to the Borrowers by a Lender or the
L/C Issuer (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender or
the L/C Issuer, shall be conclusive absent manifest error.
(ii)    Each Lender and the L/C Issuer shall, and does hereby, severally indemnify, and shall make payment in respect thereof
within ten (10) days after demand therefor, (x) the Administrative Agent against any Indemnified Taxes attributable to such Lender
or the L/C Issuer (but only to the extent that any Loan Party has not already indemnified the Administrative Agent for such
Indemnified Taxes and without limiting the obligation of the Loan Parties to do so), (y) the Administrative Agent against any Taxes
attributable to such Lender’s failure to comply with the provisions of Section 11.06(d) relating to the maintenance of a Participant
Register and (z) the Administrative Agent against any Excluded Taxes attributable to such Lender or the L/C Issuer, in each case,
that are payable or paid by the Administrative Agent in connection with any Loan Document, and any reasonable expenses arising
therefrom or with respect thereto, whether or not such Taxes were correctly or legally imposed or asserted by the relevant
Governmental Authority. A certificate as to the amount of such payment or liability delivered to any Lender by the Administrative
Agent shall be conclusive absent manifest error. Each Lender and the L/C Issuer hereby authorizes the Administrative Agent to set
off and apply any and all amounts at any time owing to such Lender or the L/C Issuer, as the case may be, under this Agreement or
any other Loan Document against any amount due to the Administrative Agent under this clause (ii).
(d)    Evidence of Payments. Upon the request by the Borrowers or the Administrative Agent, as the case may be, as soon as
reasonably practicable after any payment of Taxes by any Loan Party or the Administrative Agent to a Governmental Authority as
provided in this Section 3.01, the Borrowers shall deliver to the Administrative Agent, or the Administrative Agent shall deliver to
the Borrowers, as the case may be, the original or a certified copy of a receipt issued by such Governmental Authority evidencing
such payment, a copy of any return required by Laws to report such payment or other evidence of such payment reasonably
satisfactory to the Borrowers or the Administrative Agent, as the case may be.
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(e)    Status of Lenders; Tax Documentation.
(i)    Any Lender that is entitled to an exemption from or reduction of withholding Tax with respect to payments made under
any Loan Document shall deliver to the Borrowers and the Administrative Agent, at the time or times reasonably requested by the
Borrowers or the Administrative Agent, such properly completed and executed documentation reasonably requested by the
Borrowers or the Administrative Agent as will permit such payments to be made without withholding or at a reduced rate of
withholding. In addition, any Lender, if reasonably requested by the Borrowers or the Administrative Agent, shall deliver such other
documentation prescribed by applicable law or reasonably requested by the Borrowers or the Administrative Agent as will enable the
Borrowers or the Administrative Agent to determine whether or not such Lender is subject to backup withholding or information
reporting requirements. Notwithstanding anything to the contrary in the preceding two (2) sentences, the completion, execution and
submission of such documentation (other than such documentation set forth in Section 3.01(e)(ii)(A), (ii)(B), (ii)(D), (iii) and (iv)
below) shall not be required if in the Lender’s reasonable judgment such completion, execution or submission would subject such
Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Lender.
(ii)    Without limiting the generality of the foregoing, in the event that any Borrower is a U.S. Person,
(A)    any Lender that is a U.S. Person shall deliver to the Borrowers and the Administrative Agent on or prior
to the date on which such Lender becomes a Lender under this Agreement (and from time to time thereafter upon the
reasonable request of the Borrowers or the Administrative Agent), executed originals of IRS Form W-9 certifying that
such Lender is exempt from U.S. federal backup withholding tax;
(B)    any Foreign Lender shall, to the extent it is legally entitled to do so, deliver to the Borrowers and the
Administrative Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on
which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the
reasonable request of the Borrowers or the Administrative Agent), whichever of the following is applicable:
(1)    in the case of a Foreign Lender claiming the benefits of an income tax treaty to which the United
States is a party (x) with respect to payments of interest under any Loan Document, executed copies of IRS
Form W-8BEN-E (or W-8BEN, as applicable) establishing an exemption from, or reduction of, U.S. federal
withholding Tax pursuant to the “interest” article of such tax treaty and (y) with respect to any other
applicable payments under any Loan Document, IRS Form W-8BEN-E (or W-8BEN, as applicable)
establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “business
profits” or “other income” article of such tax treaty;
(2)    executed originals of IRS Form W-8ECI;
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(3)    in the case of a Foreign Lender claiming the benefits of the exemption for portfolio interest under
Section 881(c) of the Code, (x) a certificate substantially in the form of Exhibit I-1 to the effect that such
Foreign Lender is not a “bank” within the meaning of Section 881(c)(3)(A) of the Code, a “10 percent
shareholder” of the Borrowers within the meaning of Section 881(c)(3)(B) of the Code, or a “controlled
foreign corporation” described in Section 881(c)(3)(C) of the Code (a “U.S. Tax Compliance Certificate”) and
(y) executed copies of IRS Form W-8BEN-E (or W-8BEN, as applicable); or
(4)    to the extent a Foreign Lender is not the beneficial owner, executed copies of IRS Form W-8IMY,
accompanied by IRS Form W-8ECI, IRS Form W-8BEN-E (or W-8BEN, as applicable), a U.S. Tax
Compliance Certificate substantially in the form of Exhibit I-2 or Exhibit I-3, IRS Form W-9, and/or other
certification documents from each beneficial owner, as applicable; provided that if the Foreign Lender is a
partnership and one (1) or more direct or indirect partners of such Foreign Lender are claiming the portfolio
interest exemption, such Foreign Lender may provide a U.S. Tax Compliance Certificate substantially in the
form of Exhibit I-4 on behalf of each such direct and indirect partner;
(C)    any Foreign Lender shall, to the extent it is legally entitled to do so, deliver to the Borrowers and the
Administrative Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on
which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the
reasonable request of the Borrowers or the Administrative Agent), executed copies (or originals, as required) of any
other form prescribed by applicable law as a basis for claiming exemption from or a reduction in U.S. federal
withholding Tax, duly completed, together with such supplementary documentation as may be prescribed by
applicable law to permit the Borrowers or the Administrative Agent to determine the withholding or deduction
required to be made; and
(D)    if a payment made to a Lender under any Loan Document would be subject to U.S. federal withholding
Tax imposed by FATCA if such Lender were to fail to comply with the applicable reporting requirements of FATCA
(including those contained in Section 1471(b) or 1472(b) of the Code, as applicable), such Lender shall deliver to the
Borrowers and the Administrative Agent at the time or times prescribed by law and at such time or times reasonably
requested by the Borrowers or the Administrative Agent such documentation prescribed by applicable law (including
as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by
the Borrowers or the Administrative Agent as may be necessary for the Borrowers and the Administrative Agent to
comply with their obligations under FATCA and to determine that such Lender has complied with such Lender’s
obligations under FATCA or to determine the amount to deduct and withhold from such payment.
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Solely for purposes of this clause (D), “FATCA” shall include any amendments made to FATCA after the date of this
Agreement.
(iii)    Each Lender agrees that if any form or certification it previously delivered pursuant to this Section 3.01 expires or
becomes obsolete or inaccurate in any respect, it shall update such form or certification or promptly notify the Borrowers and the
Administrative Agent in writing of its legal inability to do so.
(iv)    If Bank of America shall assign its role as Administrative Agent to a successor Administrative Agent that is not a U.S.
Person (including any foreign branch of Bank of America that is not a U.S. Person), such successor Administrative Agent (in its
capacity as Administrative Agent) shall, to the extent applicable, provide to the Borrowers executed, properly completed originals of
IRS Form W-8IMY (together with any required attachments) on or before the date such successor Administrative Agent becomes the
Administrative Agent hereunder.
(v)    For purposes of this Section 3.01(e), any reference to “Lender” or “Foreign Lender” shall include a domestic or foreign
L/C Issuer, as applicable.
(f)    Treatment of Certain Refunds. Unless required by applicable Laws, at no time shall the Administrative Agent have any
obligation to file for or otherwise pursue on behalf of a Lender or the L/C Issuer, or have any obligation to pay to any Lender or the
L/C Issuer, any refund of Taxes withheld or deducted from funds paid for the account of such Lender or the L/C Issuer, as the case
may be. If any Recipient determines, in its sole discretion exercised in good faith, that it has received a refund of any Taxes as to
which it has been indemnified by any Loan Party or with respect to which any Loan Party has paid additional amounts pursuant to
this Section 3.01, it shall pay to the Loan Party an amount equal to such refund (but only to the extent of indemnity payments made,
or additional amounts paid, by a Loan Party under this Section 3.01 with respect to the Taxes giving rise to such refund), net of all
out-of-pocket expenses (including Taxes) incurred by such Recipient, and without interest (other than any interest paid by the
relevant Governmental Authority with respect to such refund), provided that the Loan Party, upon the request of the Recipient,
agrees to repay the amount paid over to the Loan Party (plus any penalties, interest or other charges imposed by the relevant
Governmental Authority) to the Recipient in the event the Recipient is required to repay such refund to such Governmental
Authority. Notwithstanding anything to the contrary in this subsection, in no event will the applicable Recipient be required to pay
any amount to the Loan Party pursuant to this subsection the payment of which would place the Recipient in a less favorable net
after-Tax position than such Recipient would have been in if Tax subject to indemnification and giving rise to such refund had not
been deducted, withheld or otherwise imposed and the indemnification payments or additional amounts with respect to such tax had
never been paid. This subsection shall not be construed to require any Recipient to make available its tax returns (or any other
information relating to its taxes that it deems confidential) to any Loan Party or any other Person.
(g)    VAT.
(i)    All amounts set out or expressed to be payable under a Loan Document or Foreign Obligation Loan Document by any
Loan Party which (in whole or in part) constitute the consideration for a supply or supplies for VAT purposes shall be deemed to be
exclusive of any VAT. If VAT is or becomes chargeable on any supply made by any Lender, Foreign Obligation
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Provider, L/C Issuer or Related Party thereof to any Loan Party under a Loan Document or Foreign Obligation Loan Document, and
such Lender, Foreign Obligation Provider, L/C Issuer or Related Party thereof (as the case may be) is required to account to the
relevant tax authority for the VAT, that Loan Party shall pay to such Lender, Foreign Obligation Provider, L/C Issuer or Related Party
thereof (in addition to and at the same time as paying any other consideration for such supply) an amount equal to the amount of
such VAT (and such Lender, Foreign Obligation Provider, L/C Issuer or Related Party thereof (as the case may be) must promptly
provide to that Loan Party an appropriate VAT invoice relating to that VAT complying with the relevant law).
(ii)    Where a Loan Document or Foreign Obligation Loan Document requires any Loan Party to reimburse or indemnify a
Lender, Foreign Obligation Provider, L/C Issuer or Related Party thereof for any cost or expense, that Loan Party shall reimburse or
indemnify (as the case may be) the Lender, Foreign Obligation Provider, L/C Issuer or Related Party thereof for the full amount of
such cost or expense, including such part thereof as represents VAT, save to the extent that such Lender, Foreign Obligation Provider,
L/C Issuer or Related Party thereof reasonably determines that it is entitled to credit or repayment in respect of such VAT from the
relevant tax authority.
(h)        Survival. Each party’s obligations under this Section 3.01 shall survive the resignation or replacement of the
Administrative Agent or any assignment of rights by, or the replacement of, a Lender or the L/C Issuer, the termination of the
Commitments and the repayment, satisfaction or discharge of all other Obligations.
3.02    Illegality; Designated Lenders.
(a)    If any Lender determines that any Law has made it unlawful, or that any Governmental Authority has asserted that it is
unlawful, for any Lender or its applicable Lending Office to perform any of its obligations hereunder or to make, maintain or fund
Loans whose interest is determined by reference to SOFR or Term SOFR, or to determine or charge interest rates based upon SOFR
or Term SOFR, then, upon notice thereof by such Lender to the Borrower Representative (through the Administrative Agent), (a) any
obligation of such Lender to issue, make, maintain, fund or continue Term SOFR Loans or to convert Base Rate Loans to Term
SOFR Loans shall be suspended, and (b) if such notice asserts the illegality of such Lender making or maintaining Base Rate Loans
the interest rate on which is determined by reference to the Term SOFR component of the Base Rate, the interest rate on which Base
Rate Loans of such Lender shall, if necessary to avoid such illegality, be determined by the Administrative Agent without reference
to the Term SOFR component of the Base Rate, in each case until such Lender notifies the Administrative Agent and the Borrower
Representative that the circumstances giving rise to such determination no longer exist. Upon receipt of such notice, (i) the Borrower
Representative shall, upon demand from such Lender (with a copy to the Administrative Agent), prepay or, if applicable, convert all
Term SOFR Loans of such Lender to Base Rate Loans (the interest rate on which Base Rate Loans of such Lender shall, if necessary
to avoid such illegality, be determined by the Administrative Agent without reference to the Term SOFR component of the Base
Rate), either on the last day of the Interest Period therefor, if such Lender may lawfully continue to maintain such Term SOFR Loan
to such day, or immediately, if such Lender may not lawfully continue to maintain such Term SOFR Loan and (ii) if such notice
asserts the illegality
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of such Lender determining or charging interest rates based upon SOFR, the Administrative Agent shall during the period of such
suspension compute the Base Rate applicable to such Lender without reference to the Term SOFR component thereof until the
Administrative Agent is advised in writing by such Lender that it is no longer illegal for such Lender to determine or charge interest
rates based upon SOFR. Upon any such prepayment or conversion, the Borrowers shall also pay accrued interest on the amount so
prepaid or converted, together with any additional amounts required pursuant to Section 3.05.
(b)    If, in any applicable jurisdiction, the Administrative Agent, the L/C Issuer or any Lender or any Designated Lender
determines that any Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for the
Administrative Agent, the L/C Issuer or any Lender or its applicable Designated Lender to (i) perform any of its obligations
hereunder or under any other Loan Document, (ii) to fund or maintain its participation in any Loan or (iii) issue, make, maintain,
fund or charge interest or fees with respect to any Credit Extension, such Person shall promptly notify the Administrative Agent and
then, upon the Administrative Agent notifying the Borrower Representative and until such notice by such Person is revoked, any
obligation of such Person to issue, make, maintain, fund or charge interest or fees with respect to any such Credit Extension shall be
suspended, and to the extent required by applicable Law, cancelled. Upon receipt of such notice, the Loan Parties shall, (A) repay
that Person’s participation in the Loans or other applicable Obligations on the last day of the Interest Period for each Loan or other
Obligation occurring after the Administrative Agent has notified the Borrower Representative or, if earlier, the date specified by such
Person in the notice delivered to the Administrative Agent (being no earlier than the last day of any applicable grace period permitted
by applicable Law) and (B) take all reasonable actions requested by such Person to mitigate or avoid such illegality.
3.03    Inability to Determine Rates.
(a)    If in connection with any request for a Term SOFR Loan or a conversion to or continuation thereof, as applicable, (i) the
Administrative Agent determines (which determination shall be conclusive absent manifest error) that (A) no Successor Rate has
been determined in accordance with Section 3.03(b), and the circumstances under clause (i) of Section 3.03(b) or the Scheduled
Unavailability Date has occurred (as applicable) or (B) adequate and reasonable means do not otherwise exist for determining Term
SOFR for any requested Interest Period with respect to a proposed Term SOFR Loan or in connection with an existing or proposed
Base Rate Loan or (ii) the Administrative Agent or the Required Lenders determine that for any reason that Term SOFR for any
requested Interest Period with respect to a proposed Term SOFR Loan does not adequately and fairly reflect the cost to such Lenders
of funding such Loan, the Administrative Agent will promptly so notify the Borrower Representative and each Lender. Thereafter,
(x) the obligation of the Lenders to make or maintain Term SOFR Loans or to convert Base Rate Loans to Term SOFR Loans shall
be suspended (to the extent of the affected Term SOFR Loans or Interest Periods), and (y) in the event of a determination described
in the preceding sentence with respect to the Term SOFR component of the Base Rate, the utilization of the Term SOFR component
in determining the Base Rate shall be suspended, in each case until the Administrative Agent (or, in the case of a determination by
the Required Lenders described in clause (ii) of this Section 3.03(a), until the Administrative Agent upon
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instruction of the Required Lenders revokes such notice. Upon receipt of such notice, (i) the Borrower Representative may revoke
any pending request for a borrowing of, conversion to or continuation of Term SOFR Loans (to the extent of the affected Term
SOFR Loans or Interest Periods) or, failing that, will be deemed to have converted such request into a request for a borrowing of
Base Rate Loans in the amount specified therein and (ii) any outstanding Term SOFR Loans shall be deemed to have been converted
to Base Rate Loans immediately at the end of their respective applicable Interest Period.
(b)        Notwithstanding anything to the contrary in this Agreement or any other Loan Documents, but without limiting
Sections 3.03(a) and (b) above, if the Administrative Agent determines (which determination shall be conclusive and binding upon
all parties hereto absent manifest error), or the Borrower Representative or Required Lenders notify the Administrative Agent (with,
in the case of the Required Lenders, a copy to the Borrower Representative) that the Borrower Representative or Required Lenders
(as applicable) have determined (which determination likewise shall be conclusive and binding upon all parties hereto absent
manifest error), that:
(i)    adequate and reasonable means do not exist for ascertaining one month, three month and six month interest periods of
Term SOFR, including, without limitation, because the Term SOFR Screen Rate is not available or published on a current basis, and
such circumstances are unlikely to be temporary; or
(ii)    CME or any successor administrator of the Term SOFR Screen Rate or a Governmental Authority having or purporting
to have jurisdiction over the Administrative Agent or CME or such administrator has made a public statement identifying a specific
date after which one month, three month and six month interest periods of Term SOFR or the Term SOFR Screen Rate shall or will
no longer be representative or made available, or used for determining the interest rate of loans, or shall or will otherwise cease;
provided that, at the time of such statement, there is no successor administrator that is satisfactory to the Administrative Agent, that
will continue to provide such representative interest periods of Term SOFR after such specific date (the latest date on which one
month, three month, six month interest periods of Term SOFR or the Term SOFR Screen Rate are no longer representative or
available permanently or indefinitely, the “Scheduled Unavailability Date”;
then, on a date and time determined by the Administrative Agent (any such date, the “Term SOFR Replacement Date”),
which date shall be at the end of an Interest Period or on the relevant interest payment date, as applicable, for interest calculated and,
solely with respect to clause (ii) above, no later than the Scheduled Unavailability Date, Term SOFR will be replaced hereunder and
under any Loan Document with Daily Simple SOFR plus the SOFR Adjustment for any payment period for interest calculated that
can be determined by the Administrative Agent, in each case, without any amendment to, or further action or consent of any other
party to, this Agreement or any other Loan Document (the “Successor Rate”). If the Successor Rate is Daily Simple SOFR plus the
SOFR Adjustment, all interest payments will be payable on a quarterly basis.
Notwithstanding anything to the contrary herein, (i) if the Administrative Agent determines that Daily Simple SOFR is not
available on or prior to the Term SOFR Replacement
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Date or (ii) if the events or circumstances of the type described in Section 3.03(b)(i) or (ii) have occurred with respect to the
Successor Rate then in effect, then in each case, the Administrative Agent and the Borrower Representative may amend this
Agreement solely for purpose of replacing Term SOFR or any then current Successor Rate in accordance with this Section 3.03 at
the end of any Interest Period, relevant interest payment date or payment period for interest calculated, as applicable, with another
alternate benchmark rate giving due consideration to any evolving or then existing convention for similar U.S. dollar denominated
syndicated credit facilities for such alternative benchmarks and, in each case, including any mathematical or other adjustments to
such benchmark giving due consideration to any evolving or then existing convention for similar U.S. dollar denominated syndicated
credit facilities for such benchmark. For the avoidance of doubt, any such proposed rate and adjustments shall constitute a
“Successor Rate”. Any such amendment shall become effective at 5:00 p.m. on the fifth Business Day after the Administrative Agent
shall have posted such proposed amendment to all Lenders and the Borrower Representative unless, prior to such time, Lenders
comprising the Required Lenders have delivered to the Administrative Agent written notice that such Required Lenders object to
such amendment.
The Administrative Agent will promptly (in one or more notices) notify the Borrower Representative and each Lender of the
implementation of any Successor Rate.
Any Successor Rate shall be applied in a manner consistent with market practice; provided that to the extent such market
practice is not administratively feasible for the Administrative Agent, such Successor Rate shall be applied in a manner as otherwise
reasonably determined by the Administrative Agent.
Notwithstanding anything else herein, if at any time any Successor Rate as so determined would otherwise be less than
zero%, the Successor Rate will be deemed to be zero% for the purposes of this Agreement and the other Loan Documents.
In connection with the implementation of a Successor Rate, the Administrative Agent will have the right to make Conforming
Changes from time to time and, notwithstanding anything to the contrary herein or in any other Loan Document, any amendments
implementing such Conforming Changes will become effective without any further action or consent of any other party to this
Agreement; provided that, with respect to any such amendment effected, the Administrative Agent shall post each such amendment
implementing such Conforming Changes to the Borrower Representative and the Lenders reasonably promptly after such
amendment becomes effective.
3.04    Increased Costs.
(a)    Increased Costs Generally. If any Change in Law shall:
(i)        impose, modify or deem applicable any reserve, special deposit, compulsory loan, insurance charge or similar
requirement against assets of, deposits with or for the account of, or credit extended or participated in by, any Lender or the L/C
Issuer;
(ii)    subject any Recipient to any Taxes (other than (A) Indemnified Taxes, (B) Taxes described in clauses (b) through (d) of
the definition of Excluded Taxes and (C) Connection
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Income Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other
liabilities or capital attributable thereto; or
(iii)    impose on any Lender or the L/C Issuer or any interbank market any other condition, cost or expense (other than
Taxes) affecting this Agreement or Term SOFR Loans made by such Lender or any Letter of Credit or participation therein;
and the result of any of the foregoing shall be to increase the cost to such Lender of making, converting to, continuing or maintaining
any Loan the interest on which is determined by reference to Term SOFR (or, in the case of clause (ii) above, any Loan), or of
maintaining its obligation to make any such Loan, or to increase the cost to such Lender or the L/C Issuer of participating in, issuing
or maintaining any Letter of Credit (or of maintaining its obligation to participate in or to issue any Letter of Credit), or to reduce the
amount of any sum received or receivable by such Lender or the L/C Issuer hereunder (whether of principal, interest or any other
amount) then, upon request of such Lender or the L/C Issuer, the Borrowers will pay to such Lender or the L/C Issuer, as the case
may be, such additional amount or amounts as will compensate such Lender or the L/C Issuer, as the case may be, for such
additional costs incurred or reduction suffered.
(b)    Capital Requirements. If any Lender or the L/C Issuer determines that any Change in Law affecting such Lender or the
L/C Issuer or any Lending Office of such Lender or such Lender’s or the L/C Issuer’s holding company, if any, regarding capital or
liquidity requirements has or would have the effect of reducing the rate of return on such Lender’s or the L/C Issuer’s capital or on
the capital of such Lender’s or the L/C Issuer’s holding company, if any, as a consequence of this Agreement, the Commitments of
such Lender or the Loans made by, or participations in Letters of Credit or Swing Line Loans held by, such Lender, or the Letters of
Credit issued by the L/C Issuer, to a level below that which such Lender or the L/C Issuer or such Lender’s or the L/C Issuer’s
holding company could have achieved but for such Change in Law (taking into consideration such Lender’s or the L/C Issuer’s
policies and the policies of such Lender’s or the L/C Issuer’s holding company with respect to capital adequacy or liquidity), then
from time to time the Borrowers will pay to such Lender or the L/C Issuer, as the case may be, such additional amount or amounts as
will compensate such Lender or the L/C Issuer or such Lender’s or the L/C Issuer’s holding company for any such reduction
suffered.
(c)    Mandatory Costs. If any Lender or the L/C Issuer incurs any Mandatory Costs attributable to the Obligations, then from
time to time the Borrowers will pay to such Lender or the L/C Issuer, as the case may be, such Mandatory Costs. Such amount shall
be expressed as a percentage rate per annum and shall be payable on the full amount of the applicable Obligations.
(d)        Certificates for Reimbursement. A certificate of a Lender or the L/C Issuer setting forth the amount or amounts
necessary to compensate such Lender or the L/C Issuer or its holding company, as the case may be, as specified in subsection (a) or
(b) of this Section and delivered to the Borrowers shall be conclusive absent manifest error. The Borrowers shall pay such Lender or
the L/C Issuer, as the case may be, the amount shown as due on any such certificate within ten (10) days after receipt thereof.
(e)    Delay in Requests. Failure or delay on the part of any Lender or the L/C Issuer to demand compensation pursuant to the
foregoing provisions of this Section 3.04 shall not
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constitute a waiver of such Lender’s or the L/C Issuer’s right to demand such compensation, provided that the Borrowers shall not be
required to compensate a Lender or the L/C Issuer pursuant to the foregoing provisions of this Section for any increased costs
incurred or reductions suffered more than nine (9) months prior to the date that such Lender or the L/C Issuer, as the case may be,
notifies the Borrowers of the Change in Law giving rise to such increased costs or reductions and of such Lender’s or the L/C
Issuer’s intention to claim compensation therefor (except that, if the Change in Law giving rise to such increased costs or reductions
is retroactive, then the nine- (9-) month period referred to above shall be extended to include the period of retroactive effect thereof).
3.05    Compensation for Losses. Upon demand of any Lender (with a copy to the Administrative Agent) from time to time,
the Borrowers shall promptly compensate such Lender for and hold such Lender harmless from any loss, cost or expense incurred by
it as a result of:
(a)    any continuation, conversion, payment or prepayment of any Loan other than a Base Rate Loan on a day other than the
last day of the Interest Period for such Loan (whether voluntary, mandatory, automatic, by reason of acceleration, or otherwise);
(b)    any failure by the Borrowers (for a reason other than the failure of such Lender to make a Loan) to prepay, borrow,
continue or convert any Loan other than a Base Rate Loan on the date or in the amount notified by the Borrowers; or
(c)    any assignment of a Term SOFR Loan on a day other than the last day of the Interest Period therefor as a result of a
request by the Borrowers pursuant to Section 11.13; including any loss of anticipated profits and any loss or expense arising from the
liquidation or reemployment of funds obtained by it to maintain such Loan or from fees payable to terminate the deposits from
which such funds were obtained. The Borrowers shall also pay any customary administrative fees charged by such Lender in
connection with the foregoing.
3.06    Mitigation Obligations; Replacement of Lenders.
(a)    Designation of a Different Lending Office. Each Lender may make any Credit Extension to the Borrowers through any
Lending Office, provided that the exercise of this option shall not affect the obligation of the Borrowers to repay the Credit
Extension in accordance with the terms of this Agreement. If any Lender requests compensation under Section 3.04, or requires the
Borrowers to pay any Indemnified Taxes or additional amounts to any Lender, the L/C Issuer, or any Governmental Authority for the
account of any Lender or the L/C Issuer pursuant to Section 3.01, or if any Lender gives a notice pursuant to Section 3.02, then at the
request of the Borrowers such Lender or the L/C Issuer shall, as applicable, use reasonable efforts to designate a different Lending
Office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches
or affiliates, if, in the judgment of such Lender or the L/C Issuer, such designation or assignment (i) would eliminate or reduce
amounts payable pursuant to Section 3.01 or 3.04, as the case may be, in the future, or eliminate the need for the notice pursuant to
Section 3.02, as applicable, and (ii) in each case, would not subject such Lender or the L/C Issuer, as the case may be, to any
unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender or the L/C Issuer, as the case may be. The
Borrowers hereby agree to pay all reasonable costs and
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expenses incurred by any Lender or the L/C Issuer in connection with any such designation or assignment.
(b)    Replacement of Lenders. If any Lender requests compensation under Section 3.04, or if the Borrowers are required to
pay any Indemnified Taxes or additional amounts to any Lender or any Governmental Authority for the account of any Lender
pursuant to Section 3.01, and in each case, such Lender has declined or is unable to designate a different Lending Office in
accordance with Section 3.06(a), the Borrowers may replace such Lender in accordance with Section 11.13.
3.07        Survival. All of the Borrowers’ obligations under this Article III shall survive termination of the Aggregate
Commitments, repayment of all other Obligations hereunder, and resignation of the Administrative Agent.
ARTICLE IV    
CONDITIONS PRECEDENT TO CREDIT EXTENSIONS
4.01    Conditions of Initial Credit Extension. The obligation of the L/C Issuer and each Lender to make its initial Credit
Extension hereunder and to amend and restate the Existing Credit Agreement is subject to satisfaction of the following conditions
precedent:
(a)    The Administrative Agent’s receipt of the following, each of which shall be originals or telecopies (followed promptly
by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party, each dated the
Restatement Date (or, in the case of certificates of governmental officials, a recent date before the Restatement Date) and each in
form and substance satisfactory to the Administrative Agent and each of the Lenders:
(i)    executed counterparts of this Agreement, sufficient in number for distribution to the Administrative Agent, each Lender
and the Borrowers;
(ii)    a Note executed by the Borrowers in favor of each Lender requesting a Note;
(iii)    a reaffirmation agreement, duly executed by each domestic Loan Party and Holdings (the “Reaffirmation Agreement”),
together with:
(A)    proper UCC financing statements in form appropriate for filing under the Uniform Commercial Code of
all jurisdictions that the Administrative Agent may deem necessary or desirable in order to perfect the Liens created
under the Security and Pledge Agreement, covering the Collateral described in the Security and Pledge Agreement,
(B)    certified copies of UCC, United States Patent and Trademark Office and United States Copyright Office,
tax and judgment lien searches, or equivalent reports or searches, each of a recent date listing all effective financing
statements, lien notices or comparable documents (together with copies of such financing statements and documents)
that name any Loan Party as debtor and that are filed in those state and county jurisdictions in which any Loan Party
is organized, incorporated or maintains its principal place of business and such other searches that the Administrative
Agent deems necessary or appropriate, none of
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which encumber the Collateral covered or intended to be covered by the Collateral Documents (other than Permitted
Liens),
(C)    to the extent applicable in the relevant jurisdiction, certified copy of the (i) register of mortgages and
charges or equivalent document of each non-U.S. Loan Party and (ii) register of members of each non-U.S. Loan
Party, each referencing the security created by each Loan Party in the Loan Documents;
(D)    the supplemental Singapore Collateral Documents dated as of the Restatement Date; and
(E)    evidence that all other actions, recordings and filings that the Administrative Agent may deem necessary
or desirable in order to perfect the Liens created under the Security and Pledge Agreement, Dutch Collateral
Documents and supplemental Singapore Collateral Documents have been, or substantially concurrently therewith will
be, taken;
(iv)    such written resolutions, minutes of meetings, certificates of resolutions or other action, incumbency certificates and/or
other certificates of Responsible Officers of each Loan Party as the Administrative Agent may require (i) approving the entry into
this Agreement and the other Loan Documents to which such Loan Party is a party or is to be a party and (ii) evidencing the identity,
authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this
Agreement and the other Loan Documents to which such Loan Party is a party or is to be a party;
(v)    to the extent applicable in the relevant jurisdiction, such documents and certifications as the Administrative Agent may
reasonably require to evidence that each Loan Party is duly incorporated, organized or formed, is validly existing, in good standing
and qualified to engage in business in each jurisdiction where its ownership, lease or operation of properties or the conduct of its
business requires such qualification;
(vi)    a favorable opinion of Kirkland & Ellis LLP, counsel to the Loan Parties, addressed to the Administrative Agent and
each Lender, as to such matters concerning the Loan Parties and the Loan Documents as the Required Lenders may reasonably
request;
(vii)    (A) a favorable opinion of NautaDutilh, local counsel in the Netherlands, addressed to the Administrative Agent and
each Lender, as to such matters concerning the Loan Parties and the Loan Documents as the Required Lenders may reasonably
request and (B) a favorable opinion of Clifford Chance Pte Ltd, local counsel in Singapore, addressed to the Administrative Agent
and each Lender, as to such matters concerning the Loan Parties and the Loan Documents as the Required Lenders may reasonably
request;
(viii)    [Intentionally Omitted];
(ix)        a certificate of a Responsible Officer of the Borrower Representative either (A) attaching copies of all consents,
licenses and approvals required in connection with the consummation by such Loan Party of the Transaction and the execution,
delivery and performance by such Loan Party and the validity against such Loan Party of the Loan Documents
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to which it is a party, and such consents, licenses and approvals shall be in full force and effect, or (B) stating that no such consents,
licenses or approvals are so required;
(x)    a certificate signed by a Responsible Officer of the Borrower Representative certifying (A) that the conditions specified
in Sections 4.02(a) and (b) have been satisfied, and (B) that there has been no event or circumstance since the date of the Audited
Financial Statements that has had or could be reasonably expected to have, either individually or in the aggregate, a Material
Adverse Effect;
(xi)    certificates attesting to the Solvency of the Loan Parties and their Subsidiaries taken as a whole after giving effect to
the Transaction, from a Responsible Officer of the Borrower Representative, substantially in the form of Exhibit H;
(xii)    evidence that all insurance required to be maintained pursuant to the Loan Documents has been obtained and is in
effect, together with the certificates of insurance, naming the Administrative Agent, on behalf of the Secured Parties, as an additional
insured or lenders loss payee, as the case may be, under all insurance policies (including flood insurance policies) maintained with
respect to the assets and properties of the Loan Parties that constitutes Collateral;
(xiii)    evidence that the obligations under the Existing Credit Agreement have been, or concurrently with the Restatement
Date are being, repaid in full (other than obligations continuing hereunder); and
(xiv)    such other assurances, certificates, documents, consents or opinions as the Administrative Agent, the L/C Issuer, the
Swing Line Lender or any Lender reasonably may require.
(b)    (i) All fees required to be paid to the Administrative Agent and the Arrangers on or before the Restatement Date shall
have been paid and (ii) all fees required to be paid to the Lenders on or before the Restatement Date shall have been paid.
(c)    Unless waived by the Administrative Agent, the Borrowers shall have paid all fees, charges and disbursements of
counsel to the Administrative Agent (directly to such counsel if requested by the Administrative Agent) to the extent invoiced prior
to or on the Restatement Date, plus such additional amounts of such fees, charges and disbursements as shall constitute its
reasonable estimate of such fees, charges and disbursements incurred or to be incurred by it through the closing proceedings
(provided that such estimate shall not thereafter preclude a final settling of accounts between the Borrowers and the Administrative
Agent).
(d)    There shall not have occurred since December 31, 2020 any event or condition that has had or could reasonably be
expected, either individually or in the aggregate, to have a Material Adverse Effect.
(e)    Each Lender shall have obtained all applicable licenses, consents, permits and approvals as deemed necessary by such
Lender in order to execute and perform the transactions contemplated by the Loan Documents.
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(f)    The Administrative Agent and the Lenders shall have received copies of the financial statements referred to in Section
5.05, each in form and substance satisfactory to each of them.
(g)    Upon the reasonable request of any Lender, the Borrowers shall have provided to such Lender, and such Lender shall be
reasonably satisfied with, the documentation and other information so requested in connection with applicable “know your
customer” and anti-money-laundering rules and regulations, including, without limitation, the Patriot Act, and any Loan Party that
qualifies as a “legal entity customer” under the Beneficial Ownership Regulation shall have delivered to each Lender that so
requests, a Beneficial Ownership Certification in relation to such Loan Party.
Without limiting the generality of the provisions of the last paragraph of Section 9.03, for purposes of determining
compliance with the conditions specified in this Section 4.01, each Lender that has signed this Agreement shall be deemed to have
consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or
approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender
prior to the proposed Restatement Date specifying its objection thereto.
4.02    Conditions to All Credit Extensions. The obligation of each Lender to honor any Request for Credit Extension (other
than a Committed Loan Notice requesting only a conversion of Loans to the other Type, or a continuation of Term SOFR Loans) is
subject to the following conditions precedent:
(a)    The representations and warranties of the Borrowers and each other Loan Party contained in Article V or 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 (but in all respects if such representation or warranty is qualified by “material” or “Material
Adverse Effect”) on and as of the date of such Credit Extension, 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 (but in all respects if such
representation or warranty is qualified by “material” or “Material Adverse Effect”) as of such earlier date.
(b)    No Default shall exist, or would result from such proposed Credit Extension or from the application of the proceeds
thereof.
(c)    The Administrative Agent and, if applicable, the L/C Issuer or the Swing Line Lender shall have received a Request for
Credit Extension in accordance with the requirements hereof.
Each Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Loans to the other
Type or a continuation of Term SOFR Loans) submitted by the Borrowers shall be deemed to be a representation and warranty that
the conditions specified in Sections 4.02(a) and (b) have been satisfied on and as of the date of the applicable Credit Extension.
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ARTICLE V    
REPRESENTATIONS AND WARRANTIES
Each Loan Party represents and warrants to the Administrative Agent and the Lenders that:
5.01    Existence, Qualification and Power. Each Loan Party and each of its Subsidiaries (a) is duly incorporated, organized
or formed, validly existing and, as applicable, in good standing under the Laws of the jurisdiction of its incorporation or
organization, (b) has all requisite power and authority and all requisite governmental licenses, authorizations, consents and approvals
to (i) own or lease its assets and carry on its business and (ii) execute, deliver and perform its obligations under the Loan Documents
to which it is a party and consummate the Transaction, and (c) is duly qualified and is licensed and, as applicable, in good standing
under the Laws of each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such
qualification or license; except in each case referred to in clause (b)(i) or (c), to the extent that failure to do so could not reasonably
be expected to have a Material Adverse Effect.
5.02        Authorization; No Contravention. The execution, delivery and performance by each Loan Party of each Loan
Document to which such Person is or is to be a party have been duly authorized by all necessary corporate or other organizational
action, and do not and will not (a) contravene the terms of any of such Person’s Organization Documents; (b) conflict with or result
in any breach or contravention of, or the creation of any Lien under, or require any payment to be made under (i) any Contractual
Obligation to which such Person is a party or affecting such Person or the properties of such Person or any of its Subsidiaries or (ii)
any order, injunction, writ or decree of any Governmental Authority or any arbitral award to which such Person or its property is
subject, except to the extent in the case of clause (b)(i) that such failure could not reasonably be expected to have a Material Adverse
Effect; or (c) violate any Law.
5.03    Governmental Authorization; Other Consents. No approval, consent, exemption, authorization, or other action by, or
notice to, or filing with, any Governmental Authority or any other Person is necessary or required in connection with (a) the
execution, delivery or performance by, or enforcement against, any Loan Party of this Agreement or any other Loan Document, (b)
the grant by any Loan Party of the Liens granted by it pursuant to the Collateral Documents, (c) the perfection or maintenance of the
Liens created under the Collateral Documents (including the first priority nature thereof subject to Permitted Liens) or (d) the
exercise by the Administrative Agent or any Lender of its rights under the Loan Documents or the remedies in respect of the
Collateral pursuant to the Collateral Documents, except for (i) the authorizations, approvals, actions, notices and filings listed on
Schedule 5.03, (ii) the authorizations, approvals, actions, notices and filings which have been duly obtained, taken, given or made
and are in full force and effect, (iii) such actions as may be required by Laws affecting the offering and sale of securities, and (iv)
such actions as may be required by applicable foreign Laws affecting the pledge of the Pledged Equity of Foreign Subsidiaries.
5.04    Binding Effect. This Agreement has been, and each other Loan Document, when delivered hereunder, will have been,
duly executed and delivered by each Loan Party that is party thereto. This Agreement constitutes, and each other Loan Document
when so delivered will
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constitute, a legal, valid and binding obligation of such Loan Party, enforceable against each Loan Party that is party thereto in
accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium
or similar Laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether enforcement is
sought by proceedings in equity or at law). The choice of the relevant governing Laws of the Loan documents will be recognized and
enforced in each Loan Party’s jurisdiction of incorporation.
5.05        Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements (i) were prepared in
accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; (ii)
fairly present in all material respects the financial condition of Holdings and its Subsidiaries on a consolidated basis as of the date
thereof and their results of operations, cash flows and changes in shareholders’ equity for the period covered thereby in accordance
with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and (iii) show
all material indebtedness and other liabilities, direct or contingent, of Holdings and its Subsidiaries as of the date thereof, including
liabilities for Taxes, material commitments and Indebtedness.
(b)        The unaudited consolidated balance sheets of Holdings and its Subsidiaries dated June 30, 2021, and the related
consolidated statements of income or operations, and cash flows for the fiscal quarter ended on that date (i) were prepared in
accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and
(ii) fairly present in all material respects the financial condition of Holdings and its Subsidiaries as of the date thereof and their
results of operations and cash flows for the period covered thereby, subject, in the case of clauses (i) and (ii), to the absence of
footnotes and to normal year-end audit adjustments.
(c)        Since the date of the balance sheet included in the Audited Financial Statements, there has been no event or
circumstance, either individually or in the aggregate, that has had or could reasonably be expected to have a Material Adverse Effect.
(d)        The consolidated pro forma balance sheets of Holdings and its Subsidiaries as at June 30, 2021 and the related
consolidated pro forma statements of income and cash flows of Holdings and its Subsidiaries for the three (3) months then ended,
certified by the chief financial officer or treasurer of each of the Borrowers, copies of which have been furnished to each Lender,
fairly present in all material respects the consolidated pro forma financial condition of Holdings and its Subsidiaries as at such date
and the consolidated pro forma results of operations of Holdings and its Subsidiaries for the period ended on such date, in each case
giving effect to the Transaction, all in accordance with GAAP.
(e)    The consolidated forecasted balance sheets, statements of income and cash flows of Holdings and its Subsidiaries
delivered pursuant to Section 4.01 or Section 6.01(c) were prepared in good faith on the basis of the assumptions stated therein,
which assumptions were believed by Holdings to be reasonable in light of the conditions existing at the time of delivery of such
forecasts, and represented, at the time of delivery, the Borrowers’ best estimate of its future financial condition and performance.
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5.06    Litigation. There are no actions, suits, proceedings, claims or disputes pending or, to the knowledge of the Borrowers
after due and diligent investigation, threatened, or contemplated at law, in equity, in arbitration or before any Governmental
Authority, by or against Holdings or any of its Subsidiaries or against any of their properties or revenues that (a) purport to affect or
pertain to this Agreement or any other Loan Document, or (b) except as specifically disclosed in Schedule 5.06, either individually
or in the aggregate, could reasonably be expected to have a Material Adverse Effect.
5.07    No Default. Neither any Loan Party nor any Subsidiary thereof is in default under or with respect to, or a party to, any
Contractual Obligation that could, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.
No Default has occurred and is continuing or would result from the consummation of the transactions contemplated by this
Agreement or any other Loan Document.
5.08    Ownership of Property. Each Loan Party and each of its Subsidiaries has good record and marketable title in fee
simple to, or valid leasehold interests in, all real property necessary or used in the ordinary conduct of its business, except for such
defects in title as could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Schedule
5.08 sets forth as of the date hereof (a) all real property owned by each Loan Party and each of its Subsidiaries, showing as of the
date hereof the street address, county or other relevant jurisdiction, state, record owner and book value thereof and (b) all leases of
real property under which any Loan Party or any Subsidiary is the lessee, showing as of the date hereof the street address, county or
other relevant jurisdiction, state, lessor, lessee, expiration date and annual rental cost thereof.
5.09    Environmental Compliance.
Except as could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect:
(a)    Except as otherwise specifically disclosed in Part A of Schedule 5.09, the Loan Parties and their respective Subsidiaries
conduct in the ordinary course of business a review of the effect of existing Environmental Laws and no claims alleging potential
liability or responsibility for violation of any Environmental Law on their respective businesses, operations and properties of any
Loan Party or their respective Subsidiaries are pending or threatened.
(b)    Except as otherwise set forth in Part B of Schedule 5.09, (i) none of the properties currently or formerly owned or
operated by any Loan Party or any of its Subsidiaries is listed or formally proposed for listing on the NPL or on the CERCLIS or any
analogous foreign, state or local list or is adjacent to any such property; (ii) there are no and to the best knowledge of the Loan
Parties and their Subsidiaries never have been any underground or above-ground storage tanks or any surface impoundments, septic
tanks, pits, sumps or lagoons in which Hazardous Materials are being or have been treated, stored or disposed on any property
currently owned or operated by any Loan Party or any of its Subsidiaries or, to the best of the knowledge of the Loan Parties, on any
property formerly owned or operated by any Loan Party or any of its Subsidiaries; (iii) there is no asbestos or asbestos-containing
material on, at or in any property currently owned or operated by any Loan Party or any of its Subsidiaries; and (iv) Hazardous
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Materials have not been Released on, at, under or from any property currently or formerly owned or operated by any Loan Party or
any of its Subsidiaries.
(c)    Except as otherwise set forth on Part C of Schedule 5.09, (i) neither any Loan Party nor any of its Subsidiaries is
undertaking, and has not completed, either individually or together with other potentially responsible parties, any investigation or
assessment or remedial or response action relating to any actual or threatened Release of Hazardous Materials at, on, under, or from
any site, location or operation, either voluntarily or pursuant to the order of any Governmental Authority or the requirements of any
Environmental Law; and (ii) all Hazardous Materials generated, used, treated, handled or stored at, or transported to or from, any
property currently or formerly owned or operated by any Loan Party or any of its Subsidiaries have been disposed of in compliance
with all Environmental Laws.
(d)    Except as otherwise set forth on Part D of Schedule 5.09(d), the Loan Parties and their respective Subsidiaries: (i) are,
and within the period of all applicable statutes of limitation have been, in compliance with all applicable Environmental Laws; (ii)
hold all Environmental Permits (each of which is in full force and effect) required for any of their current or intended operations or
for any property owned, leased, or otherwise operated by any of them; (iii) are, and within the period of all applicable statutes of
limitation have been, in compliance with all of their Environmental Permits; and (iv) to the extent within the control of the Loan
Parties and their respective Subsidiaries, each of their Environmental Permits will be timely renewed and complied with, any
additional Environmental permits that may be required of any of them will be timely obtained and complied with, without material
expense, and compliance with any Environmental Law that is or is expected to become applicable to any of them will be timely
attained and maintained, without material expense.
5.10    Insurance. The properties of Holdings and its Subsidiaries are insured with financially sound and reputable insurance
companies not Affiliates of the Borrowers, in such amounts, with such deductibles and covering such risks as are customarily carried
by companies engaged in similar businesses and owning similar properties in localities where each Borrower or the applicable
Subsidiary operates.
5.11    Taxes. The Loan Parties and each of their Subsidiaries have timely filed all income and other material tax returns and
reports required to be filed, and have timely paid all income and other material Taxes (whether or not shown on a tax return),
including in its capacity as a withholding agent, levied or imposed upon it or its properties, income or assets otherwise due and
payable, except those which are being contested in good faith by appropriate proceedings diligently conducted and for which
adequate reserves have been provided in accordance with GAAP. As of the date hereof, there is no proposed material tax assessment
or other claim against, and no material tax audit with respect to, Holdings or any Subsidiary. Neither any Loan Party nor any
Subsidiary thereof is party to any tax sharing agreement (other than an agreement entered into in the ordinary course of business the
primary purpose of which does not relate to Taxes) with any Person other than a Loan Party.
5.12    ERISA Compliance. Except where such failure could not reasonably be expected to have a Material Adverse Effect:
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(a)    Each Plan is in compliance in all material respects with the applicable provisions of ERISA, the Code and other Federal
or state Laws. Each Pension Plan that is intended to be a qualified plan under Section 401(a) of the Code has received a favorable
determination letter from the Internal Revenue Service to the effect that the form of such Plan is qualified under Section 401(a) of
the Code and the trust related thereto has been determined by the Internal Revenue Service to be exempt from federal income tax
under Section 501(a) of the Code, or an application for such a letter is currently being processed by the Internal Revenue Service. To
the best knowledge of the Borrowers, nothing has occurred that would prevent or cause the loss of such tax-qualified status.
(b)    There are no pending or, to the best knowledge of the Borrowers, threatened claims, actions or lawsuits, or action by
any Governmental Authority, with respect to any Plan that could reasonably be expected to have a Material Adverse Effect. There
has been no prohibited transaction or violation of the fiduciary responsibility rules with respect to any Plan that has resulted or could
reasonably be expected to result in a Material Adverse Effect.
(c)    (i) No ERISA Event has occurred, and neither any Borrower nor any ERISA Affiliate is aware of any fact, event or
circumstance that could reasonably be expected to constitute or result in an ERISA Event with respect to any Pension Plan or
Multiemployer Plan; (ii) as of the most recent valuation date for any Pension Plan, the funding target attainment percentage (as
defined in Section 430(d)(2) of the Code) is 60% or higher and neither any Borrower nor any ERISA Affiliate knows of any facts or
circumstances that could reasonably be expected to cause the funding target attainment percentage for any such plan to drop below
60% as of the most recent valuation date; (iii) neither any Borrower nor any ERISA Affiliate has incurred any liability to the PBGC
other than for the payment of premiums, and there are no premium payments which have become due that are unpaid; (iv) neither
any Borrower nor any ERISA Affiliate has engaged in a transaction that could be subject to Section 4069 or Section 4212(c) of
ERISA; and (v) no Pension Plan has been terminated by the plan administrator thereof nor by the PBGC, and no event or
circumstance has occurred or exists that could reasonably be expected to cause the PBGC to institute proceedings under Title IV of
ERISA to terminate any Pension Plan.
(d)        Neither any Borrower nor any ERISA Affiliate maintains or contributes to, or has any unsatisfied obligation to
contribute to, or liability under, any active or terminated Pension Plan other than (A) on the Restatement Date, those listed on
Schedule 5.12(d) hereto and (B) thereafter, Pension Plans not otherwise prohibited by this Agreement.
(e)       With respect to each scheme or arrangement mandated by a government other than the United States (a “Foreign
Government Scheme or Arrangement”) and with respect to each employee benefit plan maintained or contributed to by any Loan
Party or any Subsidiary of any Loan Party that is not subject to United States law (a “Foreign Plan”):
(i)    any employer and employee contributions required by law or by the terms of any Foreign Government Scheme or
Arrangement or any Foreign Plan have been made, or, if applicable, accrued, in accordance with normal accounting practices;
(ii)    the fair market value of the assets of each funded Foreign Plan, the liability of each insurer for any Foreign Plan funded
through insurance or the book reserve established for
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any Foreign Plan, together with any accrued contributions, is sufficient to procure or provide for the accrued benefit obligations, as
of the date hereof, with respect to all current and former participants in such Foreign Plan according to the actuarial assumptions and
valuations most recently used to account for such obligations in accordance with applicable generally accepted accounting
principles; and
(iii)        each Foreign Plan required to be registered has been registered and has been maintained in good standing with
applicable regulatory authorities.
(f)    As of the Restatement Date and throughout the term of this Agreement, each Loan Party is not (i) an employee benefit
plan subject to ERISA, (ii) a plan or account subject to Section 4975 of the Code, (iii) an entity deemed to hold “plan assets” of any
such plans or accounts for purposes of ERISA or the Code; or (iv) a “governmental plan” within the meaning of ERISA.
5.13    Subsidiaries; Equity Interests; Loan Parties. As of the Restatement Date, no Loan Party has any Subsidiaries other
than those specifically disclosed in Part (a) of Schedule 5.13, and all of the outstanding Equity Interests in such Subsidiaries have
been validly issued, are fully paid and non-assessable and are owned by a Loan Party in the amounts specified on Part (a) of
Schedule 5.13 free and clear of all Liens except Permitted Liens. All of the outstanding Equity Interests in the Borrowers have been
validly issued, are fully paid and non-assessable and are owned by the Persons and in the amounts specified on Part (b) of Schedule
5.13 free and clear of all Liens except Permitted Liens. As of the Restatement Date, set forth on Part (c) of Schedule 5.13 is a
complete and accurate list of all Loan Parties, showing as of the Restatement Date (as to each Loan Party) the jurisdiction of its
incorporation, the address of its principal place of business and its U.S. taxpayer identification number or, in the case of any non-
U.S. Loan Party that does not have a U.S. taxpayer identification number, its unique identification number issued to it by the
jurisdiction of its incorporation.
5.14    Margin Regulations; Investment Company Act. (a) The Loan Parties are not engaged and will not engage, principally
or as one (1) of their important activities, in the business of purchasing or carrying margin stock (within the meaning of Regulation
U issued by the FRB), or extending credit for the purpose of purchasing or carrying margin stock.
(b)    None of Holdings or any Subsidiary is or is required to be registered as an “investment company” under the Investment
Company Act of 1940.
5.15    Disclosure. The Loan Parties have disclosed to the Administrative Agent and the Lenders all agreements, instruments
and corporate or other restrictions to which it or any of its Subsidiaries is subject, and all other matters known to it, that, individually
or in the aggregate, could reasonably be expected to result in a Material Adverse Effect. The reports, financial statement, certificates
and other written information (other than projections, estimates and other forward-looking statements and general economic and
industry information) furnished by or on behalf of any Loan Party to the Administrative Agent or any Lender in connection with the
transactions contemplated hereby and the negotiation of this Agreement or delivered hereunder or under any other Loan Document,
when taken as a whole, at the Restatement Date (in the case of all previously delivered information) or at the time furnished (in the
case of all other reports, financial statements, certificates or other information), contains any material misstatement of fact
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or omitted to state any material fact necessary to make the statements therein, in the light of the circumstances under which they
were made, not materially misleading; provided that, with respect to projected financial information, the Borrowers represent that
such information was prepared in good faith based upon assumptions believed to be reasonable at the time of preparation; it being
understood that such projections are not to be viewed as facts or as a guarantee of performance or achievement of any particular
results and that actual results may vary from actual results and that such variances may be material and that no assurance can be
given that the projected results will be realized.
5.16    Compliance with Laws. Each Loan Party and each Subsidiary thereof is in compliance in all material respects with the
requirements of all Laws and all orders, writs, injunctions and decrees applicable to it or to its properties, except in such instances in
which (a) such requirement of Law or order, writ, injunction or decree is being contested in good faith by appropriate proceedings
diligently conducted or (b) the failure to comply therewith, either individually or in the aggregate, could not reasonably be expected
to have a Material Adverse Effect.
5.17    Intellectual Property; Licenses, Etc. Except to the extent such failure could not reasonably be expected to have a
Material Adverse Effect, each Loan Party and each of its Subsidiaries own, or possess the right to use, all of the trademarks, service
marks, trade names, copyrights, patents, patent rights, franchises, licenses and other intellectual property rights (collectively, “IP
Rights”) that are reasonably necessary for the operation of their respective businesses (which IP Rights are set forth on Schedule
5.17), to the best knowledge of the Borrowers without conflict with the rights of any other Person. To the best knowledge of the
Borrowers, no slogan or other advertising device, product, process, method, substance, part or other material now employed by any
Loan Party or any of its Subsidiaries infringes upon any rights held by any other Person, except where such infringement could not
reasonably be expected to have a Material Adverse Effect. Except as specifically disclosed in Schedule 5.17, no claim or litigation
regarding any of the foregoing is pending or, to the best knowledge of the Borrowers, threatened in writing, which, either
individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect.
5.18    Solvency. The Loan Parties and their Subsidiaries are, on a consolidated basis, Solvent.
5.19    Casualty, Etc. Neither the businesses nor the properties of any Loan Party or any of its Subsidiaries are affected by
any fire, explosion, accident, strike, lockout or other labor dispute, drought, storm, hail, earthquake, embargo, act of God or of the
public enemy or other casualty (whether or not covered by insurance), condemnation or eminent domain proceeding that, either
individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect.
5.20    Labor Matters. There are no collective bargaining agreements or Multiemployer Plans covering the employees of any
of Holdings or any Subsidiaries as of the Restatement Date and none of the Borrowers nor any Subsidiary has suffered any strikes,
walkouts, work stoppages or other material labor difficulty within the last five (5) years.
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5.21    Works Council. No works council (ondernemingsraad) has been established or is in the process of being established
with respect to the business of Holdings.
5.22        OFAC; Sanction Concerns. Neither the Loan Parties, nor any of their Subsidiaries, nor, to the Loan Parties’
knowledge, any director, officer or employee thereof, is an individual or entity that is, or is owned or controlled by any individual or
entity that is (i) the subject or target of any Sanctions, (ii) included on the then-current OFAC’s List of Specially Designated
Nationals, HMT’s Consolidated List of Financial Sanctions Targets and the Investment Ban List, or any similar list enforced by any
other relevant sanctions authority or (iii) located, organized or resident in a Designated Jurisdiction.
5.23    Anti-Corruption Laws. The Loan Parties and their Subsidiaries have conducted their business in compliance with the
United States Foreign Corrupt Practices Act of 1977, the UK Bribery Act 2010 and other similar anti-corruption legislation in other
jurisdictions, in each case to the extent applicable, and have instituted and maintained policies and procedures designed to promote
and achieve compliance in all material respects with such laws.
5.24    Affected Financial Institution. No Loan Party is an Affected Financial Institution.
5.25    Beneficial Ownership. As of the Restatement Date and as of the effective date of any Incremental Commitments
pursuant to Section 2.15, if any, the information included in the Beneficial Ownership Certification is true and correct in all respects.
5.26    Covered Entities. No Loan Party is a Covered Entity.
ARTICLE VI    
AFFIRMATIVE COVENANTS
So long as any Lender shall have any Commitment hereunder, any Loan or other Obligation hereunder shall remain unpaid or
unsatisfied (other than unasserted contingent indemnity and reimbursement obligations and obligations under Secured Cash
Management Agreements and Secured Hedge Agreements), or any Letter of Credit shall remain outstanding (other than Letters of
Credit that have been Cash Collateralized), the Borrowers shall, and shall (except in the case of the covenants set forth in Sections
6.01, 6.02, 6.03 and 6.11) cause each Subsidiary to:
6.01    Financial Statements. Deliver to the Administrative Agent (for itself and each Lender):
(a)    within one hundred twenty (120) days after the end of each fiscal year of Holdings (commencing with the fiscal year
ending December 31, 2021), a consolidated and consolidating balance sheet of Holdings and its Subsidiaries as at the end of such
fiscal year, and the related consolidated and consolidating statements of income or operations, changes in shareholders’ equity, and
cash flows for such fiscal year, setting forth in each case in comparative form the figures for the previous fiscal year, all in
reasonable detail and prepared in accordance with GAAP, such consolidated statements to be audited and accompanied by a report
and opinion of an independent certified public accountant of nationally recognized standing or otherwise reasonably acceptable to
the Administrative Agent, which report and opinion shall be
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prepared in accordance with generally accepted auditing standards and shall not be subject to any “going concern” or like
qualification or exception or any qualification or exception (except as the result of the impending maturity of any of the Obligations)
as to the scope of such audit, and such consolidating statements to be certified by the chief executive officer, chief financial officer,
treasurer or controller of Holdings to the effect that such statements are fairly stated in all material respects when considered in
relation to the consolidated financial statements of Holdings and its Subsidiaries.
(b)    within forty-five (45) days after the end of each of the first three (3) fiscal quarters of each fiscal year of Holdings
(commencing with the fiscal quarter ending September 30, 2021), a consolidated and consolidating balance sheet of Holdings and its
Subsidiaries as at the end of such fiscal quarter, and the related consolidated and consolidating statements of income or operations
and cash flows for such fiscal quarter and for the portion of Holdings’ fiscal year then ended, setting forth in each case in
comparative form the figures for the corresponding fiscal quarter of the previous fiscal year and the corresponding portion of the
previous fiscal year, all in reasonable detail, such consolidated statements to be certified by the chief executive officer, chief
financial officer, treasurer or controller of Holdings as fairly presenting in all material respects the financial condition, results of
operations, and cash flows of Holdings and its Subsidiaries in accordance with GAAP, subject only to normal year-end audit
adjustments and the absence of footnotes and such consolidating statements to be certified by the chief executive officer, chief
financial officer, treasurer or controller of Holdings to the effect that such statements are fairly stated in all material respects when
considered in relation to the consolidated financial statements of Holdings and its Subsidiaries; and
(c)    as soon as reasonably available but in any event within sixty (60) days after the end of each fiscal year of Holdings, an
annual business plan and budget of Holdings and its Subsidiaries on a consolidated basis, including forecasts prepared by
management of the Borrowers, in form reasonably satisfactory to the Administrative Agent, of consolidated balance sheets and
statements of income or operations and cash flows of Holdings and its Subsidiaries on a quarterly basis for the immediately
following fiscal year (including the fiscal year in which the Maturity Date for the Term A Facility occurs).
As to any information contained in materials furnished pursuant to Section 6.02(d), the Borrowers shall not be separately
required to furnish such information under Section 6.01(a) or (b) above, but the foregoing shall not be in derogation of the obligation
of the Borrowers to furnish the information and materials described in Sections 6.01(a) and (b) above at the times specified therein.
The obligations in Sections 6.01(a), (b) and (c) above may be satisfied by furnishing the applicable financial statements of Parent
and its Subsidiaries, so long as, in each case, such information is accompanied by unaudited consolidating information, in form and
substance reasonably acceptable to the Administrative Agent, that explains in reasonable detail the differences between the
information relating to Parent and its consolidated Subsidiaries, on the one hand, and the information relating to Holdings and its
consolidated Subsidiaries on a standalone basis, on the other hand.  In addition, to the extent that, (x) for any four fiscal quarter
period ending as of the last day of (i) any fiscal year for which financial statements are required to be delivered pursuant to Section
6.01(a) or (ii) any fiscal quarter for which financial statements are required to be delivered pursuant to Section 6.01(b), any direct or
indirect parent
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of Holdings that is a Subsidiary of Parent directly generates in excess of 10% of the sales of Parent and its Subsidiaries on a
consolidated basis or (y) as of the last day of (i) any fiscal year for which financial statements are required to be delivered pursuant
to Section 6.01(a) or (ii) any fiscal quarter for which financial statements are required to be delivered pursuant to Section 6.01(b),
any direct or indirect parent of Holdings that is a Subsidiary of Parent directly holds in excess of 10% of the total assets of Parent
and its Subsidiaries on a consolidated basis, the foregoing reports shall also be accompanied by unaudited consolidating information,
in form and substance reasonably acceptable to the Administrative Agent, that presents, in reasonable detail, the consolidating results
of such parent company.
6.02    Certificates; Other Information. Deliver to the Administrative Agent and each Lender:
(a)    promptly following any request therefor, information and documentation reasonably requested by the Administrative
Agent or any Lender for purposes of compliance with applicable “know your customer” requirements under the PATRIOT Act, the
Beneficial Ownership Regulation or other applicable anti-money laundering laws;
(b)    concurrently with the delivery of the financial statements referred to in Sections 6.01(a) and (b) (i) a duly completed
Compliance Certificate signed by the chief executive officer, chief financial officer, treasurer or controller of Holdings (which
delivery may, unless the Administrative Agent, or a Lender requests executed originals, be by electronic communication including
fax or email and shall be deemed to be an original authentic counterpart thereof for all purposes); and (ii) a copy of management’s
discussion and analysis with respect to such financial statements;
(c)        promptly after any request by the Administrative Agent or any Lender, copies of any detailed audit reports, final
management letters or recommendations submitted to the board of directors (or the audit committee of the board of directors) of any
Loan Party by independent accountants in connection with the accounts or books of any Loan Party or any of its Subsidiaries, or any
audit of any of them;
(d)        promptly after the same are available, copies of all annual, regular, periodic and special reports and registration
statements which the Borrowers may file or be required to file with the SEC under Section 13 or 15(d) of the Securities Exchange
Act of 1934, or with any national securities exchange, and in any case not otherwise required to be delivered to the Administrative
Agent pursuant hereto;
(e)    [Intentionally Omitted];
(f)        concurrently with the delivery of the financial statements referred to in Section 6.01(a), a report summarizing the
insurance coverage (specifying type, amount and carrier) in effect for each Loan Party and its Subsidiaries and containing such
additional information as the Administrative Agent, or any Lender through the Administrative Agent, may reasonably specify;
(g)    promptly, and in any event within five (5) Business Days after receipt thereof by any Loan Party or any Subsidiary
thereof, copies of each notice or other correspondence received from the SEC (or comparable agency in any applicable non-U.S.
jurisdiction) concerning any
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investigation or possible investigation or other inquiry by such agency regarding financial or other operational results of any Loan
Party or any Subsidiary thereof;
(h)    [Intentionally Omitted];
(i)    promptly after the assertion or occurrence thereof, notice of any action or proceeding against or of any noncompliance
by any Loan Party or any of its Subsidiaries with any Environmental Law or Environmental Permit that could reasonably be
expected to have a Material Adverse Effect;
(j)        concurrently with the delivery of the financial statements pursuant to Section 6.01(a), (i) a report supplementing
Schedule 5.08, including an identification of all owned and leased real property disposed of by any Loan Party or any Subsidiary
thereof during such fiscal year, a list and description (including the street address, county or other relevant jurisdiction, state, record
owner, book value thereof and, in the case of leases of property, lessor, lessee, expiration date and annual rental cost thereof) of all
real property acquired or leased during such fiscal year and a description of such other changes in the information included in such
Schedules as may be necessary for such Schedules to be accurate and complete; (ii) a report supplementing Schedule 5.17, setting
forth (A) a list of registration numbers for all patents, trademarks, service marks, trade names and copyrights awarded to any Loan
Party or any Subsidiary thereof during such fiscal year and (B) a list of all patent applications, trademark applications, service mark
applications, trade name applications and copyright applications submitted by any Loan Party or any Subsidiary thereof during such
fiscal year and the status of each such application; and (iii) a report supplementing Schedule 5.13 containing a description of all
changes in the information included in such Schedules as may be necessary for such Schedules to be accurate and complete, each
such report to be signed by a Responsible Officer of each of the Borrowers and to be in a form reasonably satisfactory to the
Administrative Agent; and
(k)    promptly, such additional information regarding the business, financial, legal or corporate affairs of any Loan Party or
any Subsidiary thereof, or compliance with the terms of the Loan Documents, as the Administrative Agent or any Lender may from
time to time reasonably request (provided that no Loan Party shall be required to disclose any information if such disclosure would
breach any confidentiality obligation of such Loan Party or any of its Subsidiaries or result in the waiver of attorney-client
privilege).
Documents required to be delivered pursuant to Section 6.01(a) or (b) or Section 6.02(d) (to the extent any such documents are
included in materials otherwise filed with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been
delivered on the date (i) on which the Borrowers post such documents, or provides a link thereto on the Borrowers’ website on the
Internet at the website address listed on Schedule 11.02; or (ii) on which such documents are posted on the Borrowers’ behalf on an
Internet or intranet website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-
party website or whether sponsored by the Administrative Agent); provided that: (i) the Borrowers shall deliver paper copies of such
documents to the Administrative Agent or any Lender upon its request to the Borrowers to deliver such paper copies until a written
request to cease delivering paper copies is given by the Administrative Agent or such Lender and (ii) the Borrowers shall notify the
Administrative Agent and each Lender (by telecopier or electronic mail) of the posting
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of any such documents and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such
documents. The Administrative Agent shall have no obligation to request the delivery of or to maintain paper copies of the
documents referred to above, and in any event shall have no responsibility to monitor compliance by the Borrowers with any such
request by a Lender for delivery, and each Lender shall be solely responsible for requesting delivery to it or maintaining its copies of
such documents.
The Borrowers hereby acknowledge that (a) the Administrative Agent and/or the Arrangers will make available to the
Lenders and the L/C Issuer materials and/or information provided by or on behalf of the Borrowers hereunder (collectively,
“Borrower Materials”) by posting the Borrower Materials on IntraLinks, Syndtrak, ClearPar, or a substantially similar electronic
transmission system (the “Platform”) and (b) certain of the Lenders (each, a “Public Lender”) may have personnel who do not wish
to receive material non-public information with respect to the Borrowers or its Affiliates, or the respective securities of any of the
foregoing, and who may be engaged in investment and other market-related activities with respect to such Persons’ securities. The
Borrowers hereby agree that they will use commercially reasonable efforts to identify that portion of the Borrower Materials that
may be distributed to the Public Lenders and that (w) all such Borrower Materials shall be clearly and conspicuously marked
“PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by
marking Borrower Materials “PUBLIC,” the Borrowers shall be deemed to have authorized the Administrative Agent, the Arrangers,
the L/C Issuer and the Lenders to treat such Borrower Materials as not containing any material non-public information (although it
may be sensitive and proprietary) with respect to the Borrowers or its securities for purposes of United States Federal and state
securities Laws (provided, however, that to the extent such Borrower Materials constitute Information, they shall be treated as set
forth in Section 11.07); (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the
Platform designated “Public Side Information;” and (z) the Administrative Agent and the Arrangers shall be entitled to treat any
Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated
“Public Side Information.”
6.03    Notices. Promptly notify the Administrative Agent and each Lender upon a Responsible Officer obtaining knowledge
thereof:
(a)    of the occurrence of any Default;
(b)    of any matter that has resulted or could reasonably be expected to result in a Material Adverse Effect;
(c)    of any occurrence of, or change in, any dispute, litigation, proceeding or suspension that could reasonably be expected
to result in an Event of Default;
(d)    of the occurrence of any ERISA Event;
(e)    of any material change in accounting policies or financial reporting practices by any Loan Party or any Subsidiary
thereof; and
(f)    of the (i) occurrence of any Disposition of property or assets for which the Borrowers are required to make a mandatory
prepayment pursuant to Section 2.05(b)(ii), (ii)
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incurrence or issuance of any Indebtedness for which the Borrowers are required to make a mandatory prepayment pursuant to
Section 2.05(b)(iv), and (iii) receipt of any Casualty/Condemnation Receipt for which the Borrowers are required to make a
mandatory prepayment pursuant to Section 2.05(b)(v).
Each notice pursuant to Section 6.03 (other than Section 6.03(e)) shall be accompanied by a statement of a Responsible
Officer of each of the Borrowers setting forth details of the occurrence referred to therein and stating what action the Borrowers have
taken and propose to take with respect thereto. Each notice pursuant to Section 6.03(a) shall describe with particularity any and all
provisions of this Agreement and any other Loan Document that have been breached.
6.04    Payment of Tax Obligations. (a) Pay and discharge as the same shall become due and payable, all material Tax
liabilities, assessments and governmental charges or levies upon it or its properties or assets, unless the same are being contested in
good faith by appropriate proceedings diligently conducted (which proceedings have the effect of preventing the forfeiture or sale of
the property or assets subject to any such Lien) and adequate reserves in accordance with GAAP are being maintained by the
Borrowers or such Subsidiary or the same could not reasonably be expected to have a Material Adverse Effect; and (b) timely file all
material tax returns required to be filed.
6.05    Preservation of Existence, Etc. (a) Preserve, renew and maintain in full force and effect its legal existence and good
standing under the Laws of the jurisdiction of its organization or incorporation except in a transaction permitted by Section 7.04 or
7.05; (b) take all reasonable action to maintain all rights, privileges, permits, licenses and franchises necessary or desirable in the
normal conduct of its business, except to the extent that failure to do so could not reasonably be expected to have a Material Adverse
Effect; and (c) preserve or renew all of its registered patents, trademarks, trade names and service marks, the non-preservation of
which could reasonably be expected to have a Material Adverse Effect.
6.06    Maintenance of Properties. (a) Maintain, preserve and protect all of its material properties and equipment necessary
in the operation of its business in good working order and condition, ordinary wear and tear, casualty and condemnation excepted;
(b) make all necessary repairs thereto and renewals and replacements thereof except where the failure to do so could not reasonably
be expected to have a Material Adverse Effect; and (c) use the standard of care typical in the industry in the operation and
maintenance of its facilities.
6.07    Maintenance of Insurance. Maintain with financially sound and reputable insurance companies not Affiliates of the
Borrowers, insurance with respect to its properties and business against loss or damage of the kinds customarily insured against by
Persons engaged in the same or similar business, of such types and in such amounts as are customarily carried under similar
circumstances by such other Persons, including, without limitation, (i) terrorism insurance and (ii) flood hazard insurance on all
Mortgaged Properties that are Flood Hazard Properties, on such terms and in such amounts as required by the National Flood
Insurance Reform Act of 1994 or as otherwise required by the Administrative Agent, and all such insurance shall, subject to Section
6.24 (a) provide for not less than thirty (30) days’ prior notice (or ten (10) days’ in the case of non-payment) to the Administrative
Agent of termination, lapse or
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cancellation of such insurance unless such insurer has internal policies against providing such notice, (b) name the Administrative
Agent as mortgagee (in the case of property insurance) or additional insured on behalf of the Secured Parties (in the case of liability
insurance) or loss payee (in the case of property insurance), as applicable and (c) be reasonably satisfactory in all other respects to
the Administrative Agent.
6.08    Compliance with Laws. Comply in all material respects with the requirements of all Laws and all orders, writs,
injunctions and decrees applicable to it or to its business or property, except in such instances in which (a) such requirement of Law
or order, writ, injunction or decree is being contested in good faith by appropriate proceedings diligently conducted; or (b) the failure
to comply therewith could not reasonably be expected to have a Material Adverse Effect.
6.09        Books and Records. (a) Maintain proper books of record and account, in which full, true and correct entries in
conformity with GAAP consistently applied shall be made of all financial transactions and matters involving the assets and business
of such Borrower or such Subsidiary, as the case may be; and (b) maintain such books of record and account in material conformity
with all applicable requirements of any Governmental Authority having regulatory jurisdiction over such Borrower or such
Subsidiary, as the case may be.
6.10    Inspection Rights. Permit representatives and independent contractors of the Administrative Agent to visit and inspect
any of its properties, to examine its corporate, financial and operating records, and make copies thereof or abstracts therefrom, and to
discuss its affairs, finances and accounts with its directors, officers, and independent public accountants, all at the expense of the
Borrowers and at such reasonable times during normal business hours and as often as may be reasonably desired, upon reasonable
advance notice to the Borrowers; provided, however, that when an Event of Default exists the Administrative Agent (or any of their
respective representatives or independent contractors) may do any of the foregoing at the expense of the Borrowers at any time
during normal business hours and without advance notice; provided further that unless an Event of Default has occurred and is
continuing, only one (1) such visit per fiscal year shall be at the Borrowers’ expense; provided that the Lenders may at their sole cost
and expense accompany the Administrative Agent on any visit or inspection.
6.11    Use of Proceeds. Use the proceeds of the Credit Extensions (i) on the Restatement Date to refinance the Existing
Credit Agreement and to pay fees and expenses in connection therewith and (ii) thereafter, for permitted Investments and general
corporate purposes not in contravention of any Law or of any Loan Document.
6.12    Covenant to Guarantee Obligations and Give Security. (a) Upon the formation or acquisition or other designation of
any new direct or indirect Material Subsidiary by any Loan Party, then the Borrowers shall, at the Borrowers’ expense:
(i)    within the Collateral Delivery Period after such formation or acquisition (or such later date as the Administrative Agent
may agree) or designation, cause such Material Subsidiary, and cause each direct and indirect parent of such Material Subsidiary that
is a Loan Party (if it has not already done so), to duly execute and deliver to the Administrative Agent a guaranty or guaranty
supplement, in form and substance reasonably satisfactory to the
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Administrative Agent and such Material Subsidiary, guaranteeing the other Loan Parties’ obligations under the Loan Documents,
(ii)        within the Collateral Delivery Period after such formation or acquisition or designation (or such later date as the
Administrative Agent may agree), furnish to the Administrative Agent a description of the real and personal properties of such
Material Subsidiary, in detail satisfactory to the Administrative Agent,
(iii)    within the Collateral Delivery Period after such formation or acquisition or designation (or such later date as the
Administrative Agent may agree), cause such Material Subsidiary and each direct and indirect parent of such Material Subsidiary
that is a Loan Party (if it has not already done so) to duly execute and deliver to the Administrative Agent deeds of trust, trust deeds,
deeds to secure debt, mortgages, leasehold mortgages, leasehold deeds of trust, Security Agreement Supplements, Perfection
Certificate, IP Security Agreements and other security and pledge agreements, as specified by and in form and substance reasonably
satisfactory to the Administrative Agent (including delivery of all certificates, if any, representing the Equity Interests in and of such
Subsidiary, and other instruments of the type specified in Section 4.01(a)(iii)), securing payment of all the Obligations of such
Material Subsidiary or such parent, as the case may be, under the Loan Documents and constituting Liens on all such real and
personal properties constituting Collateral (other, for the avoidance of doubt, real property that does not constitute Material Real
Property or Excluded Assets),
(iv)    within the Collateral Delivery Period after such formation or acquisition or designation (or such later date as the
Administrative Agent may agree), cause such Material Subsidiary and each direct and indirect parent of such Material Subsidiary
that is a Loan Party (if it has not already done so) to take whatever action (including the recording of mortgages, the filing of UCC
financing statements, the giving of notices and the endorsement of notices on title documents) may be necessary or advisable in the
opinion of the Administrative Agent to vest in the Administrative Agent (or in any representative of the Administrative Agent
designated by it) valid and subsisting Liens on the properties purported to be subject to the deeds of trust, trust deeds, deeds to secure
debt, mortgages, leasehold mortgages, leasehold deeds of trust, Security Agreement Supplements, IP Security Agreements and
security and pledge agreements delivered pursuant to this Section 6.12, enforceable against all third parties in accordance with their
terms,
(v)    within sixty (60) days after such formation or acquisition or designation (or such later date as the Administrative Agent
may agree), deliver to the Administrative Agent, upon the request of the Administrative Agent in its sole discretion at least fifteen
(15) days prior thereto, a signed copy of a favorable opinion, addressed to the Administrative Agent and the other Secured Parties, of
counsel for the Loan Parties reasonably acceptable to the Administrative Agent as to the matters contained in clauses (i), (iii) and (iv)
above, and as to such other matters as the Administrative Agent may reasonably request; provided that the Administrative Agent
shall not require counsel for the Loan Parties to provide a legal opinion in any jurisdiction where it is uncustomary to do so, and
(vi)        as promptly as practicable after such formation or acquisition or designation, deliver, upon the request of the
Administrative Agent in its sole discretion, to the Administrative Agent with respect to each parcel of Material Real Property located
in the United States and
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owned by the entity that is the subject of such formation or acquisition title policies, surveys and engineering, soils and other reports,
and existing environmental assessment reports and flood certification documents, each in scope, form and substance reasonably
satisfactory to the Administrative Agent, provided, however, that to the extent that any Loan Party or any of its Subsidiaries shall
have otherwise received any of the foregoing items with respect to such Material Real Property, such items shall, promptly after the
receipt thereof, be delivered to the Administrative Agent.
(b)    Upon the acquisition of any property by any Loan Party, if such property shall not already be subject to a perfected first
priority security interest in favor of the Administrative Agent for the benefit of the Secured Parties (subject to Permitted Liens and
agreed carve-outs), then the Borrowers shall, at the Borrowers’ expense:
(i)    within the Collateral Delivery Period after such acquisition (or such later date as the Administrative Agent may agree),
furnish to the Administrative Agent a description of the property so acquired in detail satisfactory to the Administrative Agent,
(ii)    within the Collateral Delivery Period after such acquisition (or such later date as the Administrative Agent may agree),
cause the applicable Loan Party to duly execute and deliver to the Administrative Agent deeds of trust, trust deeds, deeds to secure
debt, mortgages, leasehold mortgages, leasehold deeds of trust, Security Agreement Supplements, IP Security Agreement
supplements and other security and pledge agreements (including instruments of the type specified in Section 4.01(a)(iii)), as
specified by and in form and substance reasonably satisfactory to the Administrative Agent, securing payment of all the Obligations
of the applicable Loan Party under the Loan Documents and constituting Liens on all such properties constituting Collateral (other,
for the avoidance of doubt, real property that does not constitute Material Real Property or Excluded Assets),
(iii)    within the Collateral Delivery Period after such acquisition (or such later date as the Administrative Agent may agree),
cause the applicable Loan Party to take whatever action (including the recording of mortgages, the filing of UCC financing
statements, the giving of notices and the endorsement of notices on title documents) may be necessary or advisable in the opinion of
the Administrative Agent to vest in the Administrative Agent (or in any representative of the Administrative Agent designated by it)
valid and subsisting Liens on such property, enforceable against all third parties,
(iv)    within sixty (60) days after such acquisition (or such later date as the Administrative Agent may agree), deliver to the
Administrative Agent, upon the request of the Administrative Agent in its sole discretion, a signed copy of a favorable opinion,
addressed to the Administrative Agent and the other Secured Parties, of counsel for the Loan Parties reasonably acceptable to the
Administrative Agent as to the matters contained in clauses (ii) and (iii) above and as to such other matters as the Administrative
Agent may reasonably request; provided that the Administrative Agent shall not require counsel for the Loan Parties to provide a
legal opinion in any jurisdiction where it is uncustomary to do so, and
(v)    as promptly as practicable after any acquisition of a real property, deliver, upon the request of the Administrative Agent
in its sole discretion, to the Administrative Agent with respect to such real property title reports, surveys and engineering, soils and
other reports, and
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existing environmental assessment reports and flood certification documents, each in scope, form and substance reasonably
satisfactory to the Administrative Agent, provided, however, that to the extent that any Loan Party or any of its Subsidiaries shall
have otherwise received any of the foregoing items with respect to such real property, such items shall, promptly after the receipt
thereof, be delivered to the Administrative Agent,
(c)    At any time upon request of the Administrative Agent, promptly execute and deliver any and all further instruments and
documents and take all such other action (including promptly completing any registration or stamping of documents as may be
applicable) as the Administrative Agent may deem necessary or desirable in obtaining the full benefits of, or (as applicable) in
perfecting and preserving the Liens of, such guaranties, deeds of trust, trust deeds, deeds to secure debt, mortgages, Security
Agreement Supplements, IP Security Agreements and other security and pledge agreements.
(d)    Notwithstanding the foregoing or anything else herein to the contrary, (i) if the Administrative Agent determines in its
reasonable discretion that the cost to the Loan Parties of obtaining a security interest in the personal property of a Subsidiary is
overly burdensome in relation to the benefit to the Secured Parties of obtaining such security interest, the Administrative Agent may
consent to the delivery of a less onerous form of collateral, including but not limited to a pledge of the Equity Interests of such
Subsidiary and (ii) no mortgages shall be required on any leasehold interests.
(e)    Notwithstanding the foregoing or any Loan Agreement to the contrary, (1) no direct or indirect Subsidiary of any
Borrower shall be required to become a Guarantor or grant Liens on its assets if (i) such Subsidiary is prohibited from guaranteeing
the Obligations (x) by applicable law, rule regulation or by any contractual obligation (to the extent not created for such purpose)
existing on the Restatement Date or (y) by applicable law, rule, regulation or by any contractual obligation (to the extent not created
for such purpose) existing at the time of acquisition of such Subsidiary after the Restatement Date, for so long as such prohibition
exists or (ii) such Subsidiary which would require governmental or regulatory consent, approval, license or authorization to provide
a guarantee, unless such consent, approval, license or authorization has been received; (2) neither a CFC nor a CFC Holdco shall be
required to be a Guarantor of any Obligations of a U.S. Loan Party; (3) the security for the Obligations of the U.S. Loan Parties shall
include 65% of the voting Equity Interests (and 100% of the non-voting Equity Interests) of each first-tier CFC and each CFC
Holdco (and Equity Interests of any CFC or CFC Holdco in excess of the foregoing shall not secure the Obligations); and (4) none of
the assets of any CFC or CFC Holdco shall be pledged as security for payment of the Obligations of the U.S. Loan Parties.
(f)    Notwithstanding anything contained in this Agreement to the contrary, no Mortgage shall be executed and delivered
with respect to any real property unless and until each Lender has received, at least twenty (20) days in advance of execution and
delivery, a life of loan flood zone determination and such other documents as it may reasonably request to complete its flood
insurance due diligence and has confirmed to the Administrative Agent that flood insurance due diligence and flood insurance
compliance has been completed to its satisfaction.
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6.13    Compliance with Environmental Laws. Except where such failure could not reasonably be expected to result in a
Material Adverse Effect: (i) comply, and require and take commercially reasonable steps to cause all lessees and other Persons
operating or occupying its properties to comply, in all material respects, with all applicable Environmental Laws and Environmental
Permits; (ii) obtain and renew all Environmental Permits necessary for its operations and properties; and (iii) conduct any
investigation, study, sampling and testing, and undertake any cleanup, response or other corrective action necessary to address all
Hazardous Materials at, on, under or emanating from any of properties owned, leased or operated by it in accordance with the
requirements of all Environmental Laws; provided, however, that neither the Borrowers nor any of its Subsidiaries shall be required
to undertake any such cleanup, removal, remedial or other action to the extent that its obligation to do so is being contested in good
faith and by proper proceedings and appropriate reserves are being maintained with respect to such circumstances in accordance with
GAAP.
6.14    [Intentionally Omitted].
6.15    Further Assurances. Promptly upon request by the Administrative Agent, or any Lender through the Administrative
Agent, (a) correct any material defect or error that may be discovered in any Loan Document or in the execution, acknowledgment,
filing or recordation thereof, and (b) do, execute, acknowledge, deliver, record, re-record, file, re-file, register and re-register any and
all such further acts, deeds, certificates, assurances and other instruments (including promptly completing any registration or
stamping of documents as may be applicable) as the Administrative Agent, or any Lender through the Administrative Agent, may
reasonably require from time to time in order to (i) carry out more effectively the purposes of the Loan Documents, (ii) to the fullest
extent permitted by applicable law, subject any Loan Party’s or any of its Subsidiaries’ properties, assets, rights or interests to the
Liens now or hereafter intended to be covered by any of the Collateral Documents, (iii) subject to the limitations on perfecting and
protecting Liens set forth herein and in the other Loan Documents perfect and maintain the validity, effectiveness and priority of any
of the Collateral Documents and any of the Liens intended to be created thereunder and (iv) assure, convey, grant, assign, transfer,
preserve, protect and confirm more effectively unto the Secured Parties the rights granted or now or hereafter intended to be granted
to the Secured Parties under any Loan Document or under any other instrument executed in connection with any Loan Document to
which any Loan Party or any of its Subsidiaries is or is to be a party, and cause each of its Subsidiaries to do so.
6.16    [Intentionally Omitted].
6.17    [Intentionally Omitted].
6.18    Information Regarding Collateral. (a) Not effect any change (i) in any Loan Party’s legal name, (ii) in the location of
any Loan Party’s chief executive or registered office, (iii) in any Loan Party’s identity or organizational structure, or (iv) in any Loan
Party’s jurisdiction of organization or incorporation (in each case, including by merging with or into any other entity, reorganizing,
dissolving, liquidating, reorganizing or organizing in any other jurisdiction), until (A) it shall have given the Administrative Agent
not less than fifteen (15) (or less if acceptable to the Administrative Agent) days’ prior written notice (in the form of certificate
signed by a Responsible Officer), or such lesser notice period agreed to by the
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Administrative Agent, of its intention so to do, clearly describing such change and providing such other information in connection
therewith as the Administrative Agent may reasonably request and (B) it shall have taken all action reasonably satisfactory to the
Administrative Agent to maintain the perfection and priority of the security interest of the Administrative Agent for the benefit of the
Secured Parties in the Collateral, if applicable. Each Loan Party agrees to promptly provide the Administrative Agent with certified
Organization Documents reflecting any of the changes described in the preceding sentence.
(b)    Concurrently with the delivery of financial statements pursuant to Section 6.01(a), deliver to the Administrative Agent a
Perfection Certificate Supplement (except as noted therein with respect to any continuation statements to be filed within such
period).
6.19    [Intentionally Omitted].
6.20    Cash Collateral Accounts. Maintain, and cause each of the other Loan Parties (other than Ichor Systems Singapore
Pte. Ltd.) to maintain, all Cash Collateral Accounts with Bank of America, but only to the extent that Bank of America agrees to
provide such accounts to the Loan Parties.
6.21    Deposit Accounts. No later than one hundred eighty (180) days following the Restatement Date (or such later date as
the Administrative Agent may agree), each U.S. Loan Party shall maintain a Lender as such Person’s principal domestic depository
bank.
6.22    Anti-Corruption Laws and Sanctions. Conduct its business in compliance with the United States Foreign Corrupt
Practices Act of 1977, the UK Bribery Act 2010 and other applicable anti-corruption legislation and Sanctions, in each case to the
extent applicable and (b) implement and maintain in effect policies and procedures designed to ensure compliance in all material
respects by Holdings and its Subsidiaries and their respective directors, officers, employees and agents with the United States
Foreign Corrupt Practices Act of 1977, the UK Bribery Act 2010 and other applicable anti-corruption legislation and Sanctions, in
each case to the extent applicable.
6.23        Centre of Main Interest and Establishments. Holdings shall not, without the prior written consent of the
Administrative Agent, take any action that shall cause its centre of main interests (as that term is used in Article 3(1) of the
Insolvency Regulation) to be situated outside of its jurisdiction of incorporation, or cause it to have an establishment (as that term is
used in Article 2(h) of the Insolvency Regulation) situated outside of its jurisdiction of incorporation.
6.24    Post-Closing Matters. Borrowers shall, and shall cause each of their Subsidiaries to, satisfy the requirements set forth
on Schedule 6.24 on or before the date thereon specified for such requirement, in each case as such date may be extended by the
Administrative Agent in its sole discretion.
ARTICLE VII    
NEGATIVE COVENANTS
So long as any Lender shall have any Commitment hereunder, any Loan or other Obligation hereunder shall remain unpaid or
unsatisfied (other than unasserted contingent
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indemnity and reimbursement obligations and obligations under Secured Cash Management Agreements and Secured Hedge
Agreements), or any Letter of Credit shall remain outstanding (other than Letters of Credit that have been Cash Collateralized), the
Loan Parties shall not, nor shall it permit any Subsidiary to, directly or indirectly:
7.01    Liens. Create, incur, assume or suffer to exist any Lien upon any of its property, assets or revenues, whether now
owned or hereafter acquired, other than the following:
(a)    Liens pursuant to any Loan Document;
(b)    Liens existing on the date hereof and listed on Schedule 7.01(b) and any renewals or extensions thereof, provided that
(i) the property covered thereby is not changed, (ii) the amount secured or benefited thereby is not increased except as contemplated
by Section 7.02(d), (iii) the direct or any contingent obligor with respect thereto is not changed, and (iv) any renewal or extension of
the obligations secured or benefited thereby is permitted by Section 7.02(d);
(c)    Liens for taxes not yet delinquent, Liens in respect of taxes not in excess of $250,000 at any time outstanding or Liens
for taxes which are being contested in good faith and by appropriate proceedings diligently conducted (which proceedings have the
effect of preventing the forfeiture or sale of the property or assets subject to any such Lien), if adequate reserves with respect thereto
are maintained on the books of the applicable Person in accordance with GAAP;
(d)    carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s or other like Liens arising in the ordinary course of
business which are not overdue for a period of more than sixty (60) days or which are being contested in good faith and by
appropriate proceedings diligently conducted (which proceedings have the effect of preventing the forfeiture or sale of the property
or assets subject to any such Lien), if adequate reserves with respect thereto are maintained on the books of the applicable Person in
accordance with GAAP;
(e)        pledges or deposits in the ordinary course of business in connection with workers’ compensation, unemployment
insurance and other social security legislation, other than any Lien imposed by ERISA;
(f)    deposits to secure the performance of bids, trade contracts and leases (other than Indebtedness), statutory obligations,
surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business;
(g)    easements, rights-of-way, restrictions and other similar encumbrances affecting real property which, in the aggregate,
are not substantial in amount, and which do not in any case materially interfere with the ordinary conduct of the business of the
applicable Person;
(h)    Liens securing judgments for the payment of money not constituting an Event of Default under Section 8.01(h);
(i)    Liens securing Indebtedness permitted under Section 7.02(f); provided that (i) such Liens do not at any time encumber
any property other than the property financed by such Indebtedness and (ii) the Indebtedness secured thereby does not exceed the
cost or fair market value, whichever is lower, of the property being acquired on the date of acquisition;
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(j)    bankers’ Liens, rights of setoff and other similar Liens existing solely with respect to cash and Cash Equivalents on
deposit in one (1) or more accounts maintained by Holdings or any of its Subsidiaries with any Lender, in each case in the ordinary
course of business in favor of the bank or banks with which such accounts are maintained, securing solely the customary amounts
owing to such bank with respect to cash management and operating account arrangements; provided, that, unless such Liens are
under clause 24 and 25 of the general terms and conditions (algemene voorwaarden) of the Dutch Banker's Association
(Nederlandse Vereniging van Banken) or any similar term applied by a Dutch bank, in no case shall any such Liens secure (either
directly or indirectly) the repayment of any Indebtedness;
(k)    Liens arising out of judgments or awards not resulting in an Event of Default; provided the applicable Loan Party or
Subsidiary shall in good faith be prosecuting an appeal or proceedings for review;
(l)       Any interest or title of a lessor, sublessor, licensor, sublessor or sublicensor under any lease, license, sublease or
sublicense entered into by any Loan Party or any Subsidiary thereof and covering only the assets so leased, licensed, subleased or
sublicensed;
(m)    Liens of a collection bank arising under Section 4-210 of the UCC on items in the course of collection;
(n)    (i) Liens on insurance policies and the proceeds thereof securing the financing of the premiums with respect thereto and
(ii) deposits made in the ordinary course of business to secure liability for premiums to insurance carriers;
(o)    Liens attaching solely to cash earnest money deposits in connection with any letter of intent or purchase agreement in
connection with a Permitted Acquisition or other acquisition of property not otherwise prohibited hereunder;
(p)    to the extent constituting a Lien, the filing of UCC (or equivalent) financing statements solely as a precautionary
measure in connection with operating leases or consignment of goods;
(q)    Liens securing Indebtedness permitted under Section 7.02(l);
(r)        other Liens securing Indebtedness outstanding in an aggregate principal amount not to exceed the greater of (i)
$2,000,000 and (ii) 1.5% of TTM Consolidated EBITDA, at any time outstanding;
(s)    the replacement, extension or renewal of any Lien permitted by clauses (b) and (i) above upon or in the same property
theretofore subject thereto or the replacement, extension or renewal (without increase in the amount or change in any direct or
contingent obligor) of the Indebtedness secured thereby;
(t)    Liens in favor of customs and revenue authorities arising as a matter of law to secure payment of customs duties in
connection with the importation of goods;
(u)    Liens arising out of conditional sale, title retention, consignment or similar arrangements for the sale of goods entered
into by any Loan Party or Subsidiary in the ordinary course of business in accordance with the past practices of such Person;
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(v)    (i) non-exclusive licenses of intellectual property or intellectual property rights and (ii) licenses of intellectual property
or intellectual property rights that could not result in a legal transfer of title of such intellectual property or intellectual property
rights that may be exclusive in respects other than territory and that may be exclusive as to territory only as to discreet geographical
areas, in each case granted by any Loan Party or any Subsidiary in the ordinary course of business, and not interfering in any
material respect with the ordinary conduct of business of such Person;
(w)    Liens granted by a Non-Guarantor Subsidiary in favor of a Borrower or another Loan Party in respect of Indebtedness
or other obligations owed by such Subsidiary to such Borrower or such other Loan Party; and
(x)    Liens permitted to remain outstanding under any Dutch Collateral Document or Singapore Collateral Document.
7.02    Indebtedness. Create, incur, assume or suffer to exist any Indebtedness, except:
(a)    obligations (contingent or otherwise) existing or arising under any Swap Contract, provided that (i) such obligations are
(or were) entered into by such Person in the ordinary course of business for the purpose of directly mitigating risks associated with
fluctuations in interest rates, commodities or foreign exchange rates and (ii) such Swap Contract does not contain any provision
exonerating the non-defaulting party from its obligation to make payments on outstanding transactions to the defaulting party;
(b)    Indebtedness of a Loan Party or a Subsidiary of a Loan Party owed to another Loan Party or Subsidiary of a Loan Party,
which Indebtedness shall (i) in the case of Indebtedness owed to a Loan Party, constitute “Pledged Collateral” under the Security and
Pledge Agreement and (ii) be otherwise expressly permitted under the provisions of Section 7.03;
(c)    the Obligations;
(d)    Indebtedness outstanding on the date hereof and listed on Schedule 7.02 and any refinancings, refundings, renewals or
extensions thereof; provided that the amount of such Indebtedness is not increased at the time of such refinancing, refunding,
renewal or extension except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses
reasonably incurred, in connection with such refinancing and by an amount equal to any existing commitments unutilized thereunder
and the direct or any contingent obligor with respect thereto is not changed, as a result of or in connection with such refinancing,
refunding, renewal or extension; and provided, still further, that the terms relating to principal amount, amortization, maturity,
collateral (if any) and subordination (if any), and other material terms taken as a whole, of any such refinancing, refunding, renewing
or extending Indebtedness, and of any agreement entered into and of any instrument issued in connection therewith, are no less
favorable in any material respect to the Loan Parties or the Lenders than the terms of any agreement or instrument governing the
Indebtedness being refinanced, refunded, renewed or extended and the interest rate applicable to any such refinancing, refunding,
renewing or extending Indebtedness does not exceed the then applicable market interest rate as reasonably determined by the
Borrowers;
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(e)    Guarantees of a Loan Party or a Subsidiary of a Loan Party in respect of Indebtedness otherwise permitted hereunder of
a Loan Party or a Subsidiary of a Loan Party; provided that guarantees by any Loan Party of the obligations of any Non-Guarantor
Subsidiary shall be subject to Section 7.03;
(f)    (x) Indebtedness in respect of Capitalized Leases, Synthetic Lease Obligations and purchase money obligations for fixed
or capital assets within the limitations set forth in Section 7.01(i); provided, however, that the aggregate amount of all such
Indebtedness at any one (1) time outstanding shall not exceed the greater of (i) $5,000,000 and (ii) 3.5% of TTM Consolidated
EBITDA and (y) any Permitted Refinancing thereof;
(g)    earn-out obligations arising in connection with a Permitted Acquisition which are payable based on the achievement of
specified financial results over time, and which are structured such that, they are not required to be paid if (and for so long as) the
Loan Party cannot satisfy any condition contained in Section 7.06(h);
(h)    Indebtedness of any Person that becomes a Subsidiary of Holdings after the date hereof in a transaction permitted
hereunder in an aggregate principal amount not to exceed the greater of (i) $3,500,000 and (ii) 2.5% of TTM Consolidated EBITDA
at any time outstanding (provided that such Indebtedness is existing at the time such Person becomes a Subsidiary of Holdings and
was not incurred solely in contemplation of such Person’s becoming a Subsidiary of Holdings) and any Permitted Refinancing
thereof;
(i)    (i) Indebtedness owed to any depository bank in respect of any netting services or overdraft and related liabilities arising
from cash management agreements, in each case in connection with deposit accounts incurred in the ordinary course and (ii)
Indebtedness arising from or the honoring by a bank or other financial institution of a check, draft or similar instrument inadvertently
(except in the case of daylight over drafts) drawn against insufficient funds in the ordinary course of business;
(j)    Indebtedness consisting of the financing of insurance premiums in the ordinary course of business;
(k)    Indebtedness consisting of unsecured promissory notes issued by Holdings or any of its Subsidiaries to current or
former officers, directors, employees and consultants, their respective estates, heirs, permitted transferees, spouses or former spouses
to finance the purchase or redemption of Equity Interests of Holdings or any direct or indirect parent thereof permitted by Section
7.06(g);
(l)    Indebtedness of Subsidiaries of Holdings that are not Loan Parties in an aggregate principal amount not to exceed the
greater of (i) $2,000,000 and (ii) 1.5% of TTM Consolidated EBITDA at any one (1) time;
(m)    surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of
business;
(n)        Indebtedness in an aggregate principal amount not to exceed the greater of (i) $4,000,000 and (ii) 3% of TTM
Consolidated EBITDA at any time outstanding;
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(o)    any joint and several liability arising as a result of the establishment of a fiscal unity (fiscale eenheid) between Holdings
and Icicle Acquisition Holding Co-op or any other Subsidiary incorporated in the Netherlands or its equivalent in any other relevant
jurisdiction;
(p)    any DP Amount and Accrued DP Interest;
(q)    other unsecured subordinated Indebtedness approved in writing by the Required Lenders; provided, however, that (i) the
Loan Parties are in pro forma compliance with the financial covenants set forth in Section 7.11 after giving effect to the incurrence
of such subordinated Indebtedness, (ii) no Default or Event of Default shall exist immediately prior to the incurrence of such
subordinated Indebtedness or would result therefrom, and (iii) such subordinated Indebtedness is subject to a subordination
agreement or other subordination terms acceptable to the Required Lenders (which shall include, without limitation, unlimited
payment blockage and standstill provisions);
(r)    (i) purchase price adjustments in connection with Permitted Acquisitions, (ii) indemnity payments in connection with
Permitted Acquisitions, and (iii) Permitted Seller Debt; provided that in each case, the conditions to a Permitted Acquisition in
Section 7.03(g) are satisfied; and
(s)    Indebtedness arising in connection with endorsement of instruments for deposit in the ordinary course of business.
7.03    Investments. Make or hold any Investments, except:
(a)    Investments held by the Loan Parties and Subsidiaries in the form of cash and Cash Equivalents;
(b)    advances to officers, directors and employees of the Borrowers and Subsidiaries in an aggregate amount not to exceed
$500,000 at any time outstanding, for travel, entertainment, relocation and analogous ordinary business purposes;
(c)    (i) Investments by Holdings and its Subsidiaries in their respective Subsidiaries outstanding on the date hereof, (ii)
additional Investments by Holdings and its Subsidiaries in Loan Parties, (iii) additional Investments by Subsidiaries of the
Borrowers that are not Loan Parties in other Subsidiaries that are not Loan Parties and (iv) so long as no Default has occurred and is
continuing or would result from such Investment, additional Investments by the Loan Parties in wholly-owned Subsidiaries that are
not Loan Parties in an aggregate amount invested from the date hereof not to exceed 10% of TTM Consolidated EBITDA;
(d)    Investments consisting of extensions of credit in the nature of accounts receivable or notes receivable arising from the
grant of trade credit in the ordinary course of business, and Investments received in satisfaction or partial satisfaction thereof from
financially troubled account debtors to the extent reasonably necessary in order to prevent or limit loss;
(e)    Guarantees permitted by Section 7.02;
(f)    Investments existing on the date hereof (other than those referred to in Section 7.03(c)(i)) and set forth on Schedule
7.03(f), together with any renewal, replacement or extension thereof;
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(g)    the purchase or other acquisition of all of the Equity Interests in, or all or substantially all of the property of, any Person
that, upon the consummation thereof, will be wholly-owned directly by the Borrowers or one (1) or more of its wholly-owned
Subsidiaries (including as a result of a merger or consolidation) (each a “Permitted Acquisition”); provided that, with respect to each
purchase or other acquisition made pursuant to this Section 7.03(g):
(i)    the lines of business of the Person to be (or the property of which is to be) so purchased or otherwise acquired shall be
substantially the same, reasonably related or incidental lines of business as one (1) or more of the principal businesses of the Loan
Parties and their Subsidiaries in the ordinary course;
(ii)    [intentionally omitted];
(iii)    [intentionally omitted];
(iv)    (A) immediately before and immediately after giving pro forma effect to any such purchase or other acquisition, no
Default shall have occurred and be continuing and (B) immediately after giving effect to such purchase or other acquisition, the
Loan Parties and their Subsidiaries shall be in pro forma compliance with the covenants set forth in Section 7.11, each such
compliance to be determined on the basis of the financial information most recently delivered to the Administrative Agent and the
Lenders pursuant to Section 6.01(a) or (b) as though such purchase or other acquisition had been consummated as of the first day of
the fiscal period covered thereby; provided that the aggregate amount of such Investments by Loan Parties in assets that will not (or
will not become) owned by a Loan Party or in Equity Interests of Persons that will not become Loan Parties shall not exceed the
greater of (i) $20,000,000 and (ii) 14.5% of TTM Consolidated EBITDA plus any portion of Cumulative Amount used to make such
acquisition; and
(v)    the Borrowers shall have delivered to the Administrative Agent and each Lender, at least five (5) Business Days prior to
the date on which any such purchase or other acquisition is to be consummated, a certificate of a Responsible Officer, in form and
substance reasonably satisfactory to the Administrative Agent, certifying that all of the requirements set forth in this Section 7.03(g)
have been satisfied or will be satisfied on or prior to the consummation of such purchase or other acquisition;
(h)    to the extent constituting Investments, advances in respect of transfer pricing and cost-sharing arrangements (i.e. “cost-
plus” arrangements) that are in the ordinary course of business;
(i)    Investments in Swap Contracts to the extent permitted pursuant to Section 7.02(a);
(j)    to the extent deemed to be an Investment, deposits of cash that constitute Permitted Liens;
(k)        advances made in connection with purchases of goods or services by the Loan Parties in the ordinary course of
business;
(l)        Investments received as the non-cash portion of consideration received in connection with transactions permitted
pursuant to Section 7.05;
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(m)    Investments acquired in a Permitted Acquisition to the extent that such Investments were not made in contemplation of
or in connection with such Permitted Acquisition and were in existence prior to the date of such Permitted Acquisition;
(n)        So long as no Event of Default has occurred and is continuing under Section 8.01(a), (f) or (g) or would result
therefrom, Investments by the Borrower and its wholly-owned Subsidiaries in joint ventures in an aggregate amount invested from
the date hereof not to exceed 10% of TTM Consolidated EBITDA at any time outstanding;
(o)    Equity Interests acquired in connection with Restricted Payments permitted by Section 7.06;
(p)    Investments consisting of cash earnest money deposits in connection with any letter of intent or purchase agreement in
connection with an acquisition or other Investment or disposition permitted hereunder or, if upon consummation thereof, the
Obligations would be repaid in full;
(q)    Investments in the nature of pledges or deposits with respect to the leases or utilities provided to third parties in the
ordinary course of business;
(r)    Investments in the ordinary course of business consisting of Article 3 of the Uniform Commercial Code endorsements
for collection or deposit and Article 4 of the Uniform Commercial Code customary trade arrangements with customers;
(s)        So long as no Event of Default has occurred and is continuing under Section 8.01(a), (f) or (g) or would result
therefrom, Investments by the Loan Parties and their Subsidiaries not otherwise permitted under this Section 7.03 in an aggregate
amount not to exceed the greater of (i) $4,000,000 and (ii) 3% of TTM Consolidated EBITDA at any time outstanding, plus the then
applicable Cumulative Amount;
(t)    any Loan Party or Subsidiary may acquire and hold accounts receivables owing to any of them if created or acquired in
the ordinary course of business and payable or dischargeable in accordance with customary terms; and
(u)    Investments consisting of or resulting from Dispositions permitted under Section 7.05.
Notwithstanding any statement to the contrary contained in this Section 7.03 or any other provision of this Agreement, no
Investment or other transfer of assets may be made, directly or indirectly, by any Loan Party in Precision Flow.
7.04    Fundamental Changes. Merge, dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether in
one (1) transaction or in a series of transactions or by Division) all or substantially all of its assets (whether now owned or hereafter
acquired) to or in favor of any Person:
(a)    any Subsidiary may merge with (i) any of the Borrowers, provided that such Borrower shall be the continuing or
surviving Person, or (ii) any one (1) or more other Subsidiaries, provided that when any Loan Party is merging with another
Subsidiary, such Loan Party shall be the continuing or surviving Person;
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(b)        (i) any domestic Loan Party may Dispose of all or substantially all of its assets (upon voluntary liquidation or
otherwise) to another domestic Loan Party, (ii) any foreign Loan Party may Dispose of all or substantially all of its assets (upon
voluntary liquidation or otherwise) to any domestic Loan Party or other foreign Loan Party;
(c)    any Non-Guarantor Subsidiary may Dispose of all or substantially all its assets (including any Disposition that is in the
nature of a liquidation) to (i) another Non-Guarantor Subsidiary or (ii) to a Loan Party;
(d)    in connection with any acquisition permitted under Section 7.03, any Subsidiary of any Borrower may merge into or
consolidate with any other Person or permit any other Person to merge into or consolidate with it; provided that (i) the Person
surviving such merger shall be a wholly-owned Subsidiary of such Borrower and (ii) in the case of any such merger to which any
Loan Party (other than the Borrowers) is a party, such Loan Party is the surviving Person;
(e)    Dispositions permitted by Section 7.05 (other than Section 7.05(e)) and Restricted Payments permitted by Section 7.06;
and
(f)    so long as no Default has occurred and is continuing or would result therefrom, each of the Borrowers and any of its
Subsidiaries may merge into or consolidate with any other Person or permit any other Person to merge into or consolidate with it;
provided, however, that in each case, immediately after giving effect thereto (i) in the case of any such merger to which the such
Borrower is a party, such Borrower is the surviving corporation and (ii) in the case of any such merger to which any Loan Party
(other than the Borrowers) is a party, such Loan Party is the surviving corporation.
7.05    Dispositions. Make any Disposition, except:
(a)    Dispositions of obsolete, surplus, uneconomical or worn out property, whether now owned or hereafter acquired, in the
ordinary course of business;
(b)        Dispositions of inventory in the ordinary course of business (including pursuant to cost-plus or transfer pricing
arrangements to Subsidiaries of Holdings that are not Loan Parties);
(c)        Dispositions of equipment or real property to the extent that (i) such property is exchanged for credit against the
purchase price of similar replacement property or (ii) the proceeds of such Disposition are reasonably promptly applied to the
purchase price of such replacement property;
(d)    (i) Dispositions of property by any Subsidiary to any Borrower or to a wholly-owned Subsidiary; provided that the
amount of Dispositions by transferors that are Loan Parties to transferees that are not Loan Parties shall not exceed $2,000,000 per
fiscal year and (ii) Dispositions of property by any Non-Guarantor Subsidiary to a Non-Guarantor Subsidiary;
(e)    Liens permitted by Section 7.02, Investments permitted by Section 7.03 (other than Section 7.03(u)), Dispositions
permitted by Section 7.04 (other than Section 7.04(e)), Restricted Payments permitted by Section 7.06 and payments of Indebtedness
permitted by Section 7.09;
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(f)    Dispositions by Holdings and its Subsidiaries not otherwise permitted under this Section 7.05; provided that (i) at the
time of such Disposition, no Default or Event of Default shall exist or would result from such Disposition, (ii) the aggregate fair
market value of all property Disposed of in reliance on this clause (f) in any fiscal year shall not exceed 2.5% of Total Assets of
Holdings and its Subsidiaries and (iii) not less than 75% of the purchase price for such asset shall be paid to the Borrowers or such
Subsidiaries in cash (it being understood that for the purposes of this clause (f)(iii), the following shall be deemed to be cash: (A)
any liabilities (as shown on the most recent balance sheet of Holdings and its Subsidiaries provided hereunder or in the footnotes
thereto) of Holdings and its Subsidiaries, other than liabilities that are by their terms subordinated to the payment in cash of the
Obligations, that are assumed by the transferee with respect to the applicable Disposition and for which Holdings and its
Subsidiaries shall have been released by all applicable creditors in writing and (B) any securities received by Holdings or any
Subsidiary from such transferee that are converted by such Borrower or such Subsidiary into cash or Cash Equivalents (to the extent
of the cash or Cash Equivalents received) within one hundred eighty (180) days following the closing of the applicable Disposition);
(g)    so long as no Default shall occur and be continuing, the grant of any option or other right to purchase any asset in a
transaction that would be permitted under the provisions of Section 7.05(f);
(h)    Dispositions of a de minimis number of Equity Interests of a Subsidiary in order to qualify members of the governing
body of such Subsidiary, if required by applicable law;
(i)    Dispositions resulting from casualty or condemnation events or any taking under power of eminent domain;
(j)    the terminating or unwinding of any Swap Contract in accordance with its terms;
(k)    (i) the lapse of registered patents, trademarks, copyrights and other intellectual property to the extent not economically
desirable in the conduct of their business (ii) the abandonments of patent, trademarks, copyrights or other intellectual property rights
in the ordinary course of business, so long as, in each case, such lapse or abandonment is not materially adverse to the interest of the
Lenders in their capacities as such;
(l)    Dispositions of accounts receivable in connection with the collection or compromise thereof;
(m)    licenses, sublicenses, leases or subleases granted to others not interfering in any material respect with the business of
Holdings and its Subsidiaries;
(n)        the use or transfer of money or Cash Equivalents in the ordinary course of business in a manner not otherwise
prohibited by this Agreement or the other Loan Documents;
(o)        Dispositions of Investments in joint ventures to the extent required by, or made pursuant to customary buy/sell
arrangements between, the joint venture parties set forth in joint venture arrangements and similar binding arrangements; and
(p)    sales of non-core assets acquired in connection with Permitted Acquisitions or other Investments.
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7.06    Restricted Payments. Declare or make, directly or indirectly, any Restricted Payment, except that:
(a)    each Borrower and Guarantor may make Restricted Payments to the other Borrowers and the Guarantors;
(b)    each Subsidiary of a Borrower or a Guarantor may make Restricted Payments to the Borrowers, any Subsidiaries of the
Borrowers that are Guarantors and any other Person that owns a direct Equity Interest in such Subsidiary, ratably according to their
respective holdings of the type of Equity Interest in respect of which such Restricted Payment is being made;
(c)    the Loan Parties and each Subsidiary may declare and make dividend payments or other distributions payable solely in
the common stock or other common Equity Interests of such Person;
(d)    the Borrowers and each Subsidiary may purchase, redeem or otherwise acquire its common Equity Interests with the
proceeds received from the substantially concurrent issue of new common Equity Interests;
(e)    Holdings and the Borrowers may make direct or indirect Restricted Payments to any direct or indirect parent in order
for such parent to pay any consolidated, combined, unitary or similar income taxes (and franchise or other similar taxes imposed in
lieu of income taxes) of the applicable tax group; provided that the amount of such distributions in the aggregate shall not be greater
than the amount of taxes that would have been due and payable by Holdings and its relevant Subsidiaries had Holdings and its
relevant Subsidiaries filed a consolidated, combined, unitary or similar type return with Holdings as the consolidated parent;
(f)    Holdings may make direct or indirect Restricted Payments:
(i)    the proceeds of which shall be used by such direct or indirect parent to pay its operating expenses and other corporate
overhead costs and expenses (including administrative, legal, accounting and similar expenses provided by third parties), in each
case, that are reasonable and customary and incurred in the ordinary course of business and that are directly attributable to the
ownership or operations of Holdings and its Subsidiaries and any reasonable and customary indemnification claims made by
directors or officers of Holdings (or such parent) directly attributable to the ownership or operations of Holdings and its Subsidiaries;
(ii)    [intentionally omitted]; and
(iii)    the proceeds of which shall be used by Holdings or any direct or indirect parent of Holdings to pay franchise taxes and
other fees, taxes and expenses required to maintain its corporate existence;
provided that the amount of Restricted Payments made pursuant to this clause (f) shall not exceed $1,000,000 in any fiscal
year;
(g)    the proceeds of which shall be used to pay customary salary, bonus and other benefits payable to officers and employees
of Holdings (or any direct or indirect parent of Holdings) or any director of such Person to the extent such salaries, bonuses and
other benefits are directly attributable to the ownership or operation of Holdings and its Subsidiaries in an
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amount not to exceed the greater of (i) $1,000,000 and (ii) of 1% of TTM Consolidated EBITDA in the aggregate in any fiscal year;
(h)        so long as (i) no Event of Default shall have occurred and be continuing or would result therefrom, and (ii) the
aggregate amount of cash payments made pursuant to this clause (h) does not exceed $3,000,000 in any fiscal year of Holdings (with
unused amounts in any fiscal year being carried over to succeeding fiscal years subject to a maximum of $5,000,000 in any fiscal
year), plus the then applicable Cumulative Amount, Restricted Payments to Holdings (or any direct or indirect parent thereof) to
permit Holdings (or any direct or indirect parent thereof) to (A) repurchase, retire or otherwise acquire or retire for value Equity
Interests issued by Holdings (or any direct or indirect parent thereof) to any future, present or former employee, officer, director or
consultant of Holdings or any of its Subsidiaries or (B) make payments of principal or interest on promissory notes that were issued
in lieu of cash payments for the repurchase, retirement or other acquisition or retirement for value of such Equity Interests, in each
case pursuant to any employee or director equity plan, employee, officer or director stock option plan or any other employee or
director benefit plan or any agreement (including any stock subscription or shareholder agreement) with any employee, director or
consultant of Holdings or any of its Subsidiaries; provided that any cancellation of Indebtedness owing to Holdings in connection
with and as consideration for a repurchase of Equity Interests of Holdings shall not be deemed to constitute a Restricted Payment for
the purposes of this clause (h);
(i)    so long as no Default or Event of Default shall have occurred and be continuing or would result there from, Holdings
and its Subsidiaries may make payments with respect to earn-out obligations, DP Amounts and Accrued DP Interest; and
(j)    Holdings shall be permitted to make additional Restricted Payments not otherwise permitted pursuant to this Section
7.06 so long as (i) no Default or Event of Default shall have occurred and be continuing or would result therefrom and (ii) as of the
last day of the most recent period for which financial statements have been furnished pursuant to clauses (a) and (b), respectively, of
Section 6.01, the Consolidated Leverage Ratio does not exceed 2.50 to 1.00 on a pro forma basis after giving effect thereto.
7.07    Change in Nature of Business. Engage in any material line of business substantially different from those lines of
business conducted by Holdings and its Subsidiaries on the date hereof or any business reasonably related or incidental thereto.
7.08    Transactions with Affiliates. Enter into any transaction of any kind with any Affiliate of the Borrowers, whether or
not in the ordinary course of business, other than:
(a)    on fair and reasonable terms substantially as favorable to such Borrower or such Subsidiary as would be obtainable by
such Borrower or such Subsidiary at the time in a comparable arm’s length transaction with a Person other than an Affiliate;
(b)    reimburse any equity holder up to reasonable and documented director fees, board travel expenses and other out of
pocket expenses incurred with respect to Holdings and its Subsidiaries;
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(c)        any Indebtedness incurred pursuant to Section 7.02, any Disposition permitted under Section 7.05, any Restricted
Payment permitted under Section 7.06 and any Investments permitted under Section 7.03;
(d)    transactions between or among Holdings and its Subsidiaries not otherwise prohibited hereunder;
(e)    employment and severance arrangements between Holdings and its Subsidiaries and their respective officers, directors
and employees in the ordinary course of business and transactions pursuant to stock option plans and employee benefit plans and
arrangements in the ordinary course of business;
(f)    payments by Holdings and its Subsidiaries pursuant to the tax sharing agreements among Holdings and its Subsidiaries
on customary terms to the extent attributable to the ownership or operation of the Subsidiaries;
(g)    the payment of customary fees and reasonable out of pocket costs and expenses to, and indemnities provided on behalf
of, directors, officers and employees of Holdings (and any of its direct or indirect parents) and its Subsidiaries in the ordinary course
of business to the extent attributable to the ownership or operation of Holdings and its Subsidiaries;
(h)    the issuance of Equity Interests (other than Disqualified Capital Stock) of Holdings to any officer, director, employee or
consultant of any Holdings or any of its Subsidiaries; and
(i)    the issuance or transfer of Equity Interests (other than Disqualified Capital Stock) of Holdings or its direct or indirect
parents to any direct or indirect equity holder or to any former, current or future director, manager, officer, employee or consultant
(or any Affiliate of any of the foregoing) of Holdings, any of its Subsidiaries or any direct or indirect parent thereof.
7.09    Burdensome Agreements. Enter into or permit to exist any Contractual Obligation (other than this Agreement or any
other Loan Document) that limits the ability (i) of any Subsidiary to make Restricted Payments to the Borrowers or any Guarantor or
to otherwise transfer property to or invest in the Borrowers or any Guarantor, (ii) of any Subsidiary to Guarantee the Indebtedness of
the Borrowers or (iii) of Holdings or any Subsidiary to create, incur, assume or suffer to exist Liens on property of such Person;
provided, however, that the foregoing restrictions in this Section 7.09 shall not apply to restrictions that:
(a)    exist under the Loan Documents,
(b)    (x) exist on the date hereof and (to the extent not otherwise permitted by this Section 7.09) are listed on Schedule 7.09
hereto and (y) to the extent restrictions permitted by clause (x) are set forth in an agreement evidencing Indebtedness, any permitted
modification, replacement, renewal, extension or refinancing of such Indebtedness so long as such modification, replacement,
renewal, extension or refinancing is not less favorable to the Lenders,
(c)        are binding on a Subsidiary at the time such Subsidiary first becomes a Subsidiary of Holdings, so long as such
restrictions were not entered into in contemplation of such Person becoming a Subsidiary of Holdings,
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(d)    are binding on a Non-Guarantor Subsidiary and represent Indebtedness which is permitted by Section 7.02,
(e)    arise in connection with any Disposition permitted by Section 7.05 (so long as the applicable restriction applies solely to
the assets the subject of such Disposition and not to the proceeds to be received by any of its Subsidiaries in connection with such
Disposition),
(f)    are customary provisions in joint venture agreements and other similar agreements applicable to joint ventures permitted
under Section 7.03 and applicable solely to such joint venture,
(g)    are negative pledges and restrictions on Liens in favor of any holder of Indebtedness permitted under Section 7.02 but
solely to the extent any negative pledge relates to the property financed by or the subject of such Indebtedness,
(h)    are customary restrictions on leases, subleases, licenses or asset sale agreements otherwise permitted hereby so long as
such restrictions relate to the assets subject thereto,
(i)        are customary provisions restricting subletting or assignment of any lease governing a leasehold interest of any
Subsidiary,
(j)    with respect to clause (b) above only, are customary provisions restricting assignment or transfer of any agreement
entered into in the ordinary course of business,
(k)    are restrictions on cash or other deposits imposed by customers under contracts entered into in the ordinary course of
business,
(l)    arise in connection with cash or other deposits permitted under Sections 7.02 and 7.03 and limited to such cash or
deposit,
(m)    are restrictions regarding licensing or sublicensing by Holdings and its Subsidiaries of intellectual property in the
ordinary course of business that could not reasonably be expected to have an adverse impact on the business of the Borrowers and its
Subsidiaries, taken as a whole, and
(n)    any amendments, modifications, restatements, refinancings or renewals of the agreements, contracts or instruments
referred to in clauses (a) through (m) above, provided that such amendments, modifications, restatements or renewals are not more
materially restrictive with respect to such encumbrances or restrictions than those contained in such predecessor agreements,
contracts or instruments (as reasonably determined by Holdings).
7.10    Use of Proceeds. Use the proceeds of any Credit Extension, whether directly or indirectly, and whether immediately,
incidentally or ultimately, to purchase or carry margin stock (within the meaning of Regulation U of the FRB) or to extend credit to
others for the purpose of purchasing or carrying margin stock or to refund indebtedness originally incurred for such purpose.
7.11    Financial Covenants.
(a)    Consolidated Leverage Ratio. Permit the Consolidated Leverage Ratio as of the last day of any period of four (4) fiscal
quarters of the Borrowers, commencing with the fiscal
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quarter ending March 31, 2022, to be greater than 3.50:1.00; provided, that if the Borrowers shall have consummated a Permitted
Acquisition during any fiscal quarter with an aggregate purchase price (for all such Permitted Acquisitions during such fiscal
quarter) in excess of $75,000,000, the maximum Consolidated Leverage Ratio in this Section 7.11(a) shall be increased to 4.00:1.00
for such fiscal quarter and the three immediately succeeding fiscal quarters (such period, a “Financial Covenant Holiday Period”);
provided, further, that after the occurrence of a Financial Covenant Holiday Period, a subsequent Financial Covenant Holiday Period
may occur in accordance with the terms of this Section 7.11(a) only after the maximum Consolidated Leverage Ratio has returned to
3.50:1.00 for at least two full fiscal quarters.
(b)    Consolidated Fixed Charge Coverage Ratio. Permit the Consolidated Fixed Charge Coverage Ratio as of the last day of
any fiscal quarter of the Borrowers, commencing with the fiscal quarter ending March 31, 2022, to be less than 1.25:1.00.
7.12    Sanctions. Directly or indirectly, use the proceeds of any Credit Extension, or lend, contribute or otherwise make
available such proceeds to any Subsidiary, joint venture partner or other individual or entity, to fund any activities of or business
with any individual or entity, or in any Designated Jurisdiction, that, at the time of such funding, is the subject of Sanctions, or in any
other manner that will result in a violation by any individual or entity (including any individual or entity participating in the
transaction, whether as Lender, Arranger, Administrative Agent, L/C Issuer, Swing Line Lender, or otherwise) of Sanctions.
7.13        Amendments of Organization Documents. Amend any of its Organization Documents in a manner that would
reasonably be expected to be materially adverse to the interests of the Lenders in their capacities as such.
7.14    Accounting Changes. Make any change in (a) accounting policies or reporting practices, except as required by GAAP,
or (b) fiscal year, in each case, without the consent of the Administrative Agent (not to be unreasonably withheld, conditioned or
delayed).
7.15    Prepayments, Etc. of Indebtedness. Prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled
maturity thereof in any manner, or make any payment in violation of any subordination terms of, any subordinated Indebtedness,
except (a) the prepayment of the Credit Extensions in accordance with the terms of this Agreement and (b) regularly scheduled or
required repayments or redemptions of Indebtedness set forth in Schedule 7.02 and refinancings and refundings of such Indebtedness
in compliance with Section 7.02(d).
7.16    Anti-Corruption Laws. Directly or indirectly, use any Credit Extension or the proceeds of any Credit Extension for
any purpose which would breach the United States Foreign Corrupt Practices Act of 1977, the UK Bribery Act 2010 and other
similar anti-corruption legislation in other jurisdictions.
7.17    Holding Companies. In the case of Holdings, engage in any business or activity other than: (a) the ownership of all
outstanding direct and indirect Equity Interests in its Subsidiaries, (b) maintaining its corporate existence, (c) participating in tax,
accounting and other administrative activities as a member of the consolidated group of companies, including the Loan Parties
(including entering into engagement letters and similar type contracts and agreements with attorneys, advisors, accountants and other
professionals and participating
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thereunder), (d) the execution and delivery of the Loan Documents and other documents relating to the Transaction to which they are
a party, and the performance of their respective obligations under each of the foregoing, (e) providing indemnification to officers,
directors, shareholders and employees, (f) holding any cash or property received in connection with Restricted Payments permitted
under Section 7.06, (g) Investments and loans and advances to its Subsidiaries permitted hereunder, (h) providing guarantees for the
benefit of Subsidiaries to the extent such Person is otherwise permitted to enter into the transactions under this Agreement (including
guarantees of lease obligations), (i) holding nominal deposits in deposit and securities accounts in connection with any of the
foregoing transactions, and (j) activities incidental to the businesses or activities described in clauses (a) through (i) of this Section.
ARTICLE VIII    
EVENTS OF DEFAULT AND REMEDIES
8.01    Events of Default. Any of the following shall constitute an “Event of Default”:
(a)    Non-Payment. Any Borrower or any other Loan Party fails to (i) pay when and as required to be paid herein, any
amount of principal of any Loan or any L/C Obligation or deposit any funds as Cash Collateral in respect of L/C Obligations, (ii)
pay within three (3) days after the same becomes due, any interest on any Loan or on any L/C Obligation, or any fee due hereunder
or (iii) pay within five (5) days after the same becomes due, any other amount payable hereunder or under any other Loan
Document; or
(b)    Specific Covenants. Any Borrower fails to perform or observe any term, covenant or agreement contained in any of
Section 6.01, 6.02, 6.03, 6.05, 6.07, 6.10, 6.11, 6.12, 6.18, 6.20, 6.21, 6.24 or Article VII; or
(c)    Other Defaults. Any Loan Party fails to perform or observe any other covenant or agreement (not specified in Section
8.01(a) or (b) above) contained in any Loan Document on its part to be performed or observed and such failure continues for thirty
(30) days after the earlier of a Responsible Officer of a Loan Party obtaining knowledge thereof and written notification of such
failure by the Administrative Agent; or
(d)    Representations and Warranties. Any representation, warranty, certification or written statement of fact made or deemed
made by or on behalf of the Borrowers or any other Loan Party herein, in any other Loan Document, or in any document delivered in
connection herewith or therewith shall be incorrect or misleading in any material respect (or in any respect if such representation or
warranty is qualified by “material” or “Material Adverse Effect”) when made or deemed made; or
(e)    Cross-Default. (i) Any Loan Party or any Subsidiary thereof (A) fails to make any payment when due (whether by
scheduled maturity, required prepayment, acceleration, demand, or otherwise) in respect of any Indebtedness or Guarantee (other
than Indebtedness hereunder and Indebtedness under Swap Contracts) having an aggregate principal amount (including undrawn
committed or available amounts and including amounts owing to all creditors under any combined or syndicated credit arrangement)
of more than $10,000,000, or (B) fails to observe or perform any other agreement or condition relating to any such Indebtedness or
Guarantee or contained in any instrument or agreement evidencing, securing or
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relating thereto, or any other event occurs, the effect of which default or other event is to cause, or to permit the holder or holders of
such Indebtedness or the beneficiary or beneficiaries of such Guarantee (or a trustee or agent on behalf of such holder or holders or
beneficiary or beneficiaries) to cause, with the giving of notice if required, such Indebtedness to be demanded or to become due or to
be repurchased, prepaid, defeased or redeemed (automatically or otherwise), or an offer to repurchase, prepay, defease or redeem
such Indebtedness to be made, prior to its stated maturity, or such Guarantee to become payable or cash collateral in respect thereof
to be demanded; or (ii) there occurs under any Swap Contract an Early Termination Date (as defined in such Swap Contract)
resulting from (A) any event of default under such Swap Contract as to which a Loan Party or any Subsidiary thereof is the
Defaulting Party (as defined in such Swap Contract) or (B) any Termination Event (as so defined) under such Swap Contract as to
which a Loan Party or any Subsidiary thereof is an Affected Party (as so defined) and, in either event, the Swap Termination Value
owed by such Loan Party or such Subsidiary as a result thereof is greater than $10,000,000 or (iii) there occurs any event of default
(after giving effect to any grace or cure period with respect thereto) under any Foreign Obligation Loan Document of more than
$10,000,000; or
(f)    Insolvency Proceedings, Etc. Any Loan Party or any Material Subsidiary or domestic Subsidiary thereof institutes or
consents to the institution of any proceeding under any Debtor Relief Law, or makes an assignment for the benefit of creditors; or
applies for or consents to the appointment of any receiver, trustee, custodian, conservator, liquidator, judicial manager, receiver,
manager rehabilitator or similar officer for it or for all or any material part of its property; or any receiver, trustee, custodian,
conservator, liquidator, rehabilitator, judicial manager or similar officer is appointed without the application or consent of such
Person and the appointment continues undischarged or unstayed for 60 calendar days; or any proceeding under any Debtor Relief
Law relating to any such Person or to all or any material part of its property is instituted without the consent of such Person and
continues undismissed or unstayed for 60 calendar days, or an order for relief is entered in any such proceeding; or
(g)    Inability to Pay Debts; Attachment. (i) Any Loan Party or any Subsidiary thereof becomes unable or admits in writing
its inability or fails generally to pay its debts as they become due, or (ii) any writ or warrant of attachment or execution or similar
process is issued or levied against all or any material part of the property of any such Person and is not released, vacated or fully
bonded within sixty (60) days after its issue or levy; or
(h)    Judgments. There is entered against any Loan Party or any Subsidiary thereof (i) one (1) or more final judgments or
orders for the payment of money in an aggregate amount (as to all such judgments and orders) exceeding $10,000,000 (to the extent
not covered by independent third-party insurance as to which the insurer is rated at least “A” by A.M. Best Company or is otherwise
reasonably satisfactory to the Administrative Agent, has been notified of the potential claim and does not dispute coverage), or (ii)
any one (1) or more non-monetary final judgments that have, or could reasonably be expected to have, individually or in the
aggregate, a Material Adverse Effect and, in either case, (A) enforcement proceedings are commenced by any creditor upon such
judgment or order, or (B) there is a period of forty-five (45) consecutive days during which a stay of enforcement of such judgment,
by reason of a pending appeal or otherwise, is not in effect; or
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(i)    ERISA. (i) An ERISA Event occurs with respect to a Pension Plan or Multiemployer Plan which has resulted or could
reasonably be expected to result in a Material Adverse Effect, or (ii) any Borrower or any ERISA Affiliate fails to pay when due,
after the expiration of any applicable grace period, any installment payment with respect to its withdrawal liability under Section
4201 of ERISA under a Multiemployer Plan which has resulted or could reasonably be expected to result in a Material Adverse
Effect; or
(j)    Invalidity of Loan Documents. Any provision of any Loan Document, at any time after its execution and delivery and
for any reason other than as expressly permitted hereunder or thereunder or satisfaction in full of all the Obligations, ceases to be in
full force and effect; or any Loan Party or any other Person contests in any manner the validity or enforceability of any provision of
any Loan Document; or any Loan Party denies that it has any or further liability or obligation under any provision of any Loan
Document, or purports to revoke, terminate or rescind any provision of any Loan Document; or
(k)    Change of Control. There occurs any Change of Control; or
(l)    Collateral Documents. Any Collateral Document after delivery thereof pursuant to Section 4.01 or 6.12 shall for any
reason (other than pursuant to the terms thereof or as a result of any action or inaction within the control of the Administrative
Agent) cease to create a valid and perfected first priority Lien (subject to Liens permitted by Section 7.01) on the Collateral
purported to be covered thereby;
(m)        Subordination. (i) The subordination provisions of the documents evidencing or governing any subordinated
Indebtedness (the “Subordination Provisions”) shall, in whole or in part, terminate, cease to be effective or cease to be legally valid,
binding and enforceable against any holder of the applicable subordinated Indebtedness; or (ii) any Borrower or any other Loan
Party shall, directly or indirectly, disavow or contest in any manner (A) the effectiveness, validity or enforceability of any of the
Subordination Provisions, (B) that the Subordination Provisions exist for the benefit of the Administrative Agent, the Lenders and
the L/C Issuer or (C) that all payments of principal of or premium and interest on the applicable subordinated Indebtedness, or
realized from the liquidation of any property of any Loan Party, shall be subject to any of the Subordination Provisions; or
(n)        Declared company. A Loan Party or any Material Subsidiary thereof which is a company incorporated under the
Companies Act, Chapter 50 of Singapore is declared by the Minister of Finance of Singapore to be a company to which Part IX of
the Companies Act, Chapter 50 of Singapore applies.
8.02    Remedies upon Event of Default. If any Event of Default occurs and is continuing, the Administrative Agent shall, at
the request of, or may, with the consent of, the Required Lenders, take any or all of the following actions:
(a)        declare the commitment of each Lender to make Loans and any obligation of the L/C Issuer to make L/C Credit
Extensions to be terminated, whereupon such commitments and obligation shall be terminated;
(b)    declare the unpaid principal amount of all outstanding Loans, all interest accrued and unpaid thereon, and all other
amounts owing or payable hereunder or under any other Loan
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Document to be immediately due and payable, without presentment, demand, protest or other notice of any kind, all of which are
hereby expressly waived by the Borrowers;
(c)    require that the Borrowers Cash Collateralize the L/C Obligations (in an amount equal to the Minimum Collateral
Amount with respect thereto); and
(d)    exercise on behalf of itself, the Lenders and the L/C Issuer all rights and remedies available to it, the Lenders and the
L/C Issuer under the Loan Documents or applicable Law or equity; provided, however, that upon the occurrence of an actual or
deemed entry of an order for relief with respect to the Borrowers under the Bankruptcy Code of the United States, the obligation of
each Lender to make Loans and any obligation of the L/C Issuer to make L/C Credit Extensions shall automatically terminate, the
unpaid principal amount of all outstanding Loans and all interest and other amounts as aforesaid shall automatically become due and
payable, and the obligation of the Borrowers to Cash Collateralize the L/C Obligations as aforesaid shall automatically become
effective, in each case without further act of the Administrative Agent or any Lender.
8.03        Application of Funds. After the exercise of remedies provided for in Section 8.02 (or after the Loans have
automatically become immediately due and payable and the L/C Obligations have automatically been required to be Cash
Collateralized as set forth in the proviso to Section 8.02), any amounts received on account of the Obligations shall, subject to the
provisions of Sections 2.16 and 2.17, be applied by the Administrative Agent in the following order:
First, to payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts (including
fees, charges and disbursements of counsel to the Administrative Agent and amounts payable under Article III) payable to the
Administrative Agent in its capacity as such;
Second, to payment of that portion of the Obligations constituting fees, indemnities and other amounts (other than principal,
interest and Letter of Credit Fees) payable to the Lenders, the Foreign Obligation Providers and the L/C Issuer (including fees,
charges and disbursements of counsel to the respective Lenders, the Foreign Obligation Providers and the L/C Issuer (including fees
and time charges for attorneys who may be employees of any Lender or the L/C Issuer)) arising under the Loan Documents and the
Foreign Obligation Loan Documents and amounts payable under Article III, ratably among them in proportion to the respective
amounts described in this clause Second payable to them;
Third, to payment of that portion of the Obligations constituting accrued and unpaid Letter of Credit Fees and interest on the
Loans, L/C Borrowings and other Obligations arising under the Loan Documents and the Foreign Obligation Loan Documents,
ratably among the Lenders, the Foreign Obligation Providers and the L/C Issuer in proportion to the respective amounts described in
this clause Third payable to them;
Fourth, to payment of that portion of the Obligations constituting unpaid principal of the Loans, L/C Borrowings and
Obligations then owing under the Foreign Obligation Loan Documents, the Secured Hedge Agreements and Secured Cash
Management Agreements and to the Administrative Agent for the account of the L/C Issuer, to Cash Collateralize that portion of
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L/C Obligations comprised of the aggregate undrawn amount of Letters of Credit to the extent not otherwise Cash Collateralized by
the Borrowers pursuant to Sections 2.03 and 2.16 and to the Foreign Obligation Providers, to Cash Collateralize undrawn contingent
liability obligations owing to such Foreign Obligation Provider under the Foreign Obligation Loan Documents to the extent not
otherwise cash collateralized by the applicable foreign Subsidiary, in each case ratably among the Administrative Agent, the Lenders,
the Foreign Obligation Providers, the L/C Issuer, the Hedge Banks and the Cash Management Banks in proportion to the respective
amounts described in this clause Fourth held by them; and
Last, the balance, if any, after all of the Obligations have been indefeasibly paid in full, to the Borrowers or as otherwise
required by Law.
Subject to Sections 2.03(c) and 2.16, amounts used to Cash Collateralize the aggregate undrawn amount of Letters of Credit
pursuant to clause Fourth above shall be applied to satisfy drawings under such Letters of Credit as they occur. If any amount
remains on deposit as Cash Collateral after all Letters of Credit have either been fully drawn or expired, such remaining amount
shall be applied to the other Obligations, if any, in the order set forth above. Excluded Swap Obligations with respect to any Loan
Party shall not be paid with amounts received from such Loan Party or its assets, but appropriate adjustments shall be made with
respect to payments from other Loan Parties to preserve the allocation to Obligations otherwise set forth above in this Section.
Notwithstanding the foregoing, Obligations arising under Secured Cash Management Agreements and Secured Hedge
Agreements shall be excluded from the application described above if the Administrative Agent has not received written notice
thereof, together with such supporting documentation as the Administrative Agent may request, from the applicable Cash
Management Bank or Hedge Bank, as the case may be. Each Cash Management Bank or Hedge Bank not a party to the Credit
Agreement that has given the notice contemplated by the preceding sentence shall, by such notice, be deemed to have acknowledged
and accepted the appointment of the Administrative Agent pursuant to the terms of Article IX hereof for itself and its Affiliates as if a
“Lender” party hereto.
8.04    Equity Cure. In the event the Loan Parties fail to comply with the financial covenants set forth in Section 7.11(a) or
(b) as of the last day of any fiscal quarter, any cash equity contribution to the Borrowers (funded with proceeds of common equity
issued by Holdings or a parent entity thereof or other equity issued by Holdings or a parent entity thereof) on or prior to the day that
is ten (10) days after the day on which financial statements are required to be delivered for that fiscal quarter will, at the irrevocable
election of the Borrowers, be included in the calculation of Consolidated EBITDA solely for the purposes of determining compliance
with such covenant at the end of such fiscal quarter and any subsequent period that includes such fiscal quarter (any such equity
contribution so included in the calculation of Consolidated EBITDA, a “Specified Equity Contribution”); provided that (a) notice of
the Borrowers’ intent to make a Specified Equity Contribution shall be delivered no later than the day on which financial statements
are required to be delivered for the applicable fiscal quarter, (b) in each consecutive four (4) fiscal quarter period there will be at
least two (2) fiscal quarters in which no Specified Equity Contribution is made, (c) the amount of any Specified Equity Contribution
will be no greater than the amount required to cause the Loan Parties to be in
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compliance with such covenants, (d) all Specified Equity Contributions will be disregarded for purposes of the calculation of
Consolidated EBITDA for all other purposes, including calculating basket levels, pricing and other items governed by reference to
Consolidated EBITDA, (e) there shall be no more than four (4) Specified Equity Contributions made in the aggregate after the
Restatement Date, (f) any Loans prepaid with the proceeds of Specified Equity Contributions shall be deemed outstanding for
purposes of determining compliance with such covenants for the Fiscal Quarter being cured and the next three (3) fiscal quarters,
and (g) the proceeds received by the Borrowers from each Specified Equity Contribution will be promptly used by the Borrowers to
prepay the Term Loans. From the effective date of delivery of such cure notice to the Administrative Agent until the date that is ten
(10) days after the day on which the applicable financial statements are required to be delivered, neither the Administrative Agent
nor any Lender shall impose a default interest rate, accelerate the Obligations, terminate the Revolving Credit Commitment or
exercise any other right or remedy against the Loan Parties or any of their Subsidiaries or any of their respective properties solely on
the basis of an Event of Default having occurred under Section 8.01(b) as a result of the Loan Parties’ failure to comply with the
financial covenants referenced in such cure notice; provided that for purposes of determining the satisfaction of the conditions
precedent to a borrowing under the Revolving Credit Commitments pursuant to Section 4.02, a Default shall be deemed to exist.
Upon receipt by Borrowers of the Specified Equity Contribution, any applicable Default or Event of Default shall be deemed to have
been cured.
ARTICLE IX    
ADMINISTRATIVE AGENT
9.01    Appointment and Authority. (a) Each of the Lenders and the L/C Issuer hereby irrevocably appoints, designates and
authorizes Bank of America to act on its behalf as the Administrative Agent hereunder and under the other Loan Documents and
authorizes the Administrative Agent to take such actions on its behalf and to exercise such powers as are delegated to the
Administrative Agent by the terms hereof or thereof, together with such actions and powers as are reasonably incidental thereto. The
provisions of this Article are solely for the benefit of the Administrative Agent, the Lenders and the L/C Issuer, and neither the
Borrowers nor any other Loan Party shall have rights as a third party beneficiary of any of such provisions. It is understood and
agreed that the use of the term “agent” herein or in any other Loan Documents (or any other similar term) with reference to the
Administrative Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine
of any applicable Law. Instead such term is used as a matter of market custom, and is intended to create or reflect only an
administrative relationship between contracting parties.
(b)    The Administrative Agent shall also act as the “collateral agent” under the Loan Documents, and each of the Lenders
(including in its capacities as a potential Hedge Bank, potential Foreign Obligation Provider and a potential Cash Management
Bank) and the L/C Issuer hereby irrevocably appoints and authorizes the Administrative Agent to act as the agent of such Lender and
the L/C Issuer for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any of the Loan Parties to
secure any of the Obligations, together with such powers and discretion as are reasonably incidental thereto. In this connection, the
Administrative Agent, as “collateral agent” and any co-agents, sub-agents and attorneys-in-fact
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appointed by the Administrative Agent pursuant to Section 9.05 for purposes of holding or enforcing any Lien on the Collateral (or
any portion thereof) granted under the Collateral Documents, or for exercising any rights and remedies thereunder at the direction of
the Administrative Agent, shall be entitled to the benefits of all provisions of this Article IX and Article XI (including Section
11.04(c), as though such co-agents, sub-agents and attorneys-in-fact were the “collateral agent” under the Loan Documents) as if set
forth in full herein with respect thereto.
9.02    Rights as a Lender. The Person serving as the Administrative Agent hereunder shall have the same rights and powers
in its capacity as a Lender as any other Lender and may exercise the same as though it were not the Administrative Agent and the
term “Lender” or “Lenders” shall, unless otherwise expressly indicated or unless the context otherwise requires, include the Person
serving as the Administrative Agent hereunder in its individual capacity. Such Person and its Affiliates may accept deposits from,
lend money to, own securities of, act as the financial advisor or in any other advisory capacity for and generally engage in any kind
of banking, trust, financial, advisory, underwriting or other business with any Loan Party or any Subsidiary or other Affiliate thereof
as if such Person were not the Administrative Agent hereunder and without any duty to account therefor to the Lenders or to provide
notice to or consent of the Lenders with respect thereto.
9.03    Exculpatory Provisions. (a) The Administrative Agent or the Arrangers, as applicable, shall not have any duties or
obligations except those expressly set forth herein and in the other Loan Documents, and its duties hereunder shall be administrative
in nature. Without limiting the generality of the foregoing, the Administrative Agent or the Arrangers, as applicable, and their
Related Parties:
(i)        shall not be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is
continuing;
(ii)    shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary
rights and powers expressly contemplated hereby or by the other Loan Documents that the Administrative Agent is required to
exercise as directed in writing by the Required Lenders (or such other number or percentage of the Lenders as shall be expressly
provided for herein or in the other Loan Documents), provided that the Administrative Agent shall not be required to take any action
that, in its opinion or the opinion of its counsel, may expose the Administrative Agent to liability or that is contrary to any Loan
Document or applicable law, including for the avoidance of doubt any action that may be in violation of the automatic stay under any
Debtor Relief Law or that may effect a forfeiture, modification or termination of property of a Defaulting Lender in violation of any
Debtor Relief Law; and
(iii)    shall not have any duty or responsibility to disclose, and shall not be liable for the failure to disclose, to any Lender or
any L/C Issuer any credit or other information concerning the business, prospects, operations, property, financial and other condition
or creditworthiness of any of the Loan Parties or any of their Affiliates that is communicated to, or in the possession of, the
Administrative Agent, Arrangers or any of their Related Parties in any capacity, except for notices, reports and other documents
expressly required to be furnished to the Lenders by the Administrative Agent herein.
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(b)    Neither the Administrative Agent nor any of its Related Parties shall be liable for any action taken or not taken by the
Administrative Agent under or in connection with this Agreement or any other Loan Document or the transactions contemplated
hereby or thereby (i) with the consent or at the request of the Required Lenders (or such other number or percentage of the Lenders
as shall be necessary, or as the Administrative Agent shall believe in good faith shall be necessary, under the circumstances as
provided in Sections 11.01 and 8.02) or (ii) in the absence of its own gross negligence or willful misconduct, as determined by a
court of competent jurisdiction by a final and nonappealable judgment. The Administrative Agent shall be deemed not to have
knowledge of any Default unless and until notice describing such Default is given in writing to the Administrative Agent by the
Borrowers, a Lender or the L/C Issuer.
(c)    The Administrative Agent shall not be responsible for or have any duty to ascertain or inquire into (i) any statement,
warranty or representation made in or in connection with this Agreement or any other Loan Document, (ii) the contents of any
certificate, report or other document delivered hereunder or thereunder or in connection herewith or therewith, (iii) the performance
or observance of any of the covenants, agreements or other terms or conditions set forth herein or therein or the occurrence of any
Default, (iv) the validity, enforceability, effectiveness or genuineness of this Agreement, any other Loan Document or any other
agreement, instrument or document, or the creation, perfection or priority of any Lien purported to be created by the Collateral
Documents, (v) the value or the sufficiency of any Collateral, or (vi) the satisfaction of any condition set forth in Article IV or
elsewhere herein, other than to confirm receipt of items expressly required to be delivered to the Administrative Agent.
9.04        Reliance by Administrative Agent. The Administrative Agent shall be entitled to rely upon, and shall be fully
protected in relying and shall not incur any liability for relying upon, any notice, request, certificate, communication, consent,
statement, instrument, document or other writing (including any electronic message, Internet or intranet website posting or other
distribution) believed by it to be genuine and to have been signed, sent or otherwise authenticated by the proper Person. The
Administrative Agent also may rely upon any statement made to it orally or by telephone and believed by it to have been made by
the proper Person, and shall be fully protected in relying and shall not incur any liability for relying thereon. In determining
compliance with any condition hereunder to the making of a Loan, or the issuance, extension, renewal or increase of a Letter of
Credit, that by its terms must be fulfilled to the satisfaction of a Lender or the L/C Issuer, the Administrative Agent may presume that
such condition is satisfactory to such Lender or the L/C Issuer unless the Administrative Agent shall have received notice to the
contrary from such Lender or the L/C Issuer prior to the making of such Loan or the issuance of such Letter of Credit. The
Administrative Agent may consult with legal counsel (who may be counsel for the Loan Parties), independent accountants and other
experts selected by it, and shall not be liable for any action taken or not taken by it in accordance with the advice of any such
counsel, accountants or experts. For purposes of determining compliance with the conditions specified in Section 4.01, each Lender
that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or
other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the
Administrative Agent shall have received notice from such Lender prior to the proposed Restatement Date specifying its objections.
The Administrative Agent shall not be responsible or have any liability for, or have any duty to
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ascertain, inquire into, monitor or enforce, compliance with the provisions hereof relating to Disqualified Institutions. Without
limiting the generality of the foregoing sentence, the Administrative Agent shall not (w) be obligated to ascertain, monitor or inquire
as to whether any Lender or Participant or prospective Lender or Participant is a Disqualified Institution, (x) be obligated to
ascertain, monitor or inquire as to whether any Lender or Participant or prospective Lender or Participant is a fund managed or
administered by a Person on the Excluded Persons List or any Affiliate of any such Person (but not a Person specifically named on
the Excluded Persons List), (y) be obligated to ascertain, monitor or inquire as to whether any Lender or Participant or prospective
Lender or Participant is a Competitor or Competitor Controller, and the Administrative Agent and any assignor may conclusively
rely on a representation by the potential assignee that it is not a Competitor or Competitor Controller in the applicable assignment
agreement; provided, however, that at any Lender’s option (but with no obligation to do so), the Borrowers shall confirm, within ten
(10) Business Days after such Lender’s request therefor, whether a potential assignee or participant is a Competitor or Competitor
Controller or (z) have any liability with respect to or arising out of any assignment or participation of Loans, or disclosure of
confidential information, to any Disqualified Institution.
9.05    Delegation of Duties. The Administrative Agent may perform any and all of its duties and exercise its rights and
powers hereunder or under any other Loan Document by or through any one (1) or more sub-agents appointed by the Administrative
Agent. The Administrative Agent and any such sub-agent may perform any and all of its duties and exercise its rights and powers by
or through their respective Related Parties. The exculpatory provisions of this Article shall apply to any such sub-agent and to the
Related Parties of the Administrative Agent and any such sub-agent, and shall apply to their respective activities in connection with
the syndication of the credit facilities provided for herein as well as activities as Administrative Agent. The Administrative Agent
shall not be responsible for the negligence or misconduct of any sub-agents except to the extent that a court of competent jurisdiction
determines in a final and nonappealable judgment that the Administrative Agent acted with gross negligence or willful misconduct in
the selection of such sub-agents.
9.06    Resignation of Administrative Agent. The Administrative Agent may at any time give notice of its resignation to the
Lenders, the L/C Issuer and the Borrowers. Upon receipt of any such notice of resignation, the Required Lenders shall have the right,
in consultation with the Borrowers, to appoint a successor, which shall be a bank with an office in the United States, or an Affiliate
of any such bank with an office in the United States. If no such successor shall have been so appointed by the Required Lenders and
shall have accepted such appointment within thirty (30) days after the retiring Administrative Agent gives notice of its resignation,
(or such earlier day as shall be agreed by the Required Lenders) (the “Resignation Effective Date”), then the retiring Administrative
Agent may (but shall not be obligated to) on behalf of the Lenders and the L/C Issuer, appoint a successor Administrative Agent
meeting the qualifications set forth above; provided that in no event shall any Defaulting Lender be a successor Administrative
Agent. Whether or not a successor has been appointed, such resignation shall become effective in accordance with such notice on the
Resignation Effective Date.
(a)    If the Person serving as Administrative Agent is a Defaulting Lender pursuant to clause (d) of the definition thereof, the
Required Lenders may, to the extent permitted by
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applicable law, by notice in writing to the Borrowers and such Person remove such Person as Administrative Agent and, in
consultation with the Borrowers, appoint a successor. If no such successor shall have been so appointed by the Required Lenders and
shall have accepted such appointment within thirty (30) days (or such earlier day as shall be agreed by the Required Lenders) (the
“Removal Effective Date”), then such removal shall nonetheless become effective in accordance with such notice on the Removal
Effective Date.
(b)       With effect from the Resignation Effective Date or the Removal Effective Date (as applicable) (1) the retiring or
removed Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents
(except that in the case of any collateral security held by the Administrative Agent on behalf of the Lenders or the L/C Issuer under
any of the Loan Documents, the retiring Administrative Agent shall continue to hold such collateral security until such time as a
successor Administrative Agent is appointed) and (2) except for any indemnity payments or other amounts then owed to the retiring
or removed Administrative Agent, all payments, communications and determinations provided to be made by, to or through the
Administrative Agent shall instead be made by or to each Lender and the L/C Issuer directly, until such time, if any, as the Required
Lenders appoint a successor Administrative Agent as provided for above. Upon the acceptance of a successor’s appointment as
Administrative Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and
duties of the retiring (or removed) Administrative Agent (other than as provided in Section 3.01(g) and other than any rights to
indemnity payments or other amounts owed to the retiring or removed Administrative Agent as of the Resignation Effective Date or
the Removal Effective Date, as applicable), and the retiring or removed Administrative Agent shall be discharged from all of its
duties and obligations hereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this
Section). The fees payable by the Borrowers to a successor Administrative Agent shall be the same as those payable to its
predecessor unless otherwise agreed between the Borrowers and such successor. After the retiring or removed Administrative
Agent’s resignation or removal hereunder and under the other Loan Documents, the provisions of this Article and Section 10.04 shall
continue in effect for the benefit of such retiring or removed Administrative Agent, its sub-agents and their respective Related Parties
in respect of any actions taken or omitted to be taken by any of them while the retiring or removed Administrative Agent was acting
as Administrative Agent.
(c)    Any resignation or removal by Bank of America as Administrative Agent pursuant to this Section shall also constitute
its resignation as L/C Issuer and Swing Line Lender. If Bank of America resigns as an L/C Issuer, it shall retain all the rights,
powers, privileges and duties of the L/C Issuer hereunder with respect to all Letters of Credit outstanding as of the effective date of
its resignation as L/C Issuer and all L/C Obligations with respect thereto, including the right to require the Lenders to make Base
Rate Loans or fund risk participations in Unreimbursed Amounts pursuant to Section 2.03(c). If Bank of America resigns as Swing
Line Lender, it shall retain all the rights of the Swing Line Lender provided for hereunder with respect to Swing Line Loans made by
it and outstanding as of the effective date of such resignation, including the right to require the Lenders to make Base Rate Loans or
fund risk participations in outstanding Swing Line Loans pursuant to Section 2.04(c). Upon the appointment by the Borrowers of a
successor L/C Issuer or Swing Line Lender hereunder (which successor shall in
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all cases be a Lender other than a Defaulting Lender), (a) such successor shall succeed to and become vested with all of the rights,
powers, privileges and duties of the retiring L/C Issuer or Swing Line Lender, as applicable, (b) the retiring L/C Issuer and Swing
Line Lender shall be discharged from all of their respective duties and obligations hereunder or under the other Loan Documents,
and (c) the successor L/C Issuer shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of
such succession or make other arrangements satisfactory to Bank of America to effectively assume the obligations of Bank of
America with respect to such Letters of Credit.
(d)        For purposes of any Dutch Collateral Document or any other right of pledge governed by Netherlands law, any
resignation by the Administrative Agent is not effective with respect to its rights under the Parallel Debt until all rights and
obligations under the Parallel Debt have been assigned and assumed to the successor agent. The Administrative Agent will
reasonably cooperate in assigning its rights under the Parallel Debt to any such successor agent and will reasonably cooperate in
transferring all rights under any Dutch Collateral Document or any other Security Document governed by Netherlands law (as the
case may be) to such successor agent.
9.07    Non-Reliance on Administrative Agent, the Arrangers and the Other Lenders. Each Lender and each L/C Issuer
expressly acknowledges that none of the Administrative Agent nor the Arranger has made any representation or warranty to it, and
that no act by the Administrative Agent or the Arranger hereafter taken, including any consent to, and acceptance of any assignment
or review of the affairs of any Loan Party or any Affiliate thereof, shall be deemed to constitute any representation or warranty by
the Administrative Agent or the Arranger to any Lender or each L/C Issuer as to any matter, including whether the Administrative
Agent or the Arranger have disclosed material information in their (or their Related Parties’) possession. Each Lender and each L/C
Issuer represents to the Administrative Agent and the Arranger that it has, independently and without reliance upon the
Administrative Agent, the Arranger, any other Lender or any of their Related Parties and based on such documents and information
as it has deemed appropriate, made its own credit analysis of, appraisal of, and investigation into, the business, prospects, operations,
property, financial and other condition and creditworthiness of the Loan Parties and their Subsidiaries, and all applicable bank or
other regulatory Laws relating to the transactions contemplated hereby, and made its own decision to enter into this Agreement and
to extend credit to the Borrower hereunder. Each Lender and each L/C Issuer also acknowledges that it will, independently and
without reliance upon the Administrative Agent, the Arranger, any other Lender or any of their Related Parties and based on such
documents and information as it shall from time to time deem appropriate, continue to make its own credit analysis, appraisals and
decisions in taking or not taking action under or based upon this Agreement, any other Loan Document or any related agreement or
any document furnished hereunder or thereunder, and to make such investigations as it deems necessary to inform itself as to the
business, prospects, operations, property, financial and other condition and creditworthiness of the Loan Parties. Each Lender and
each L/C Issuer represents and warrants that (i) the Loan Documents set forth the terms of a commercial lending facility and (ii) it is
engaged in making, acquiring or holding commercial loans in the ordinary course and is entering into this Agreement as a Lender or
L/C Issuer for the purpose of making, acquiring or holding commercial loans and providing other facilities set forth herein as may be
applicable to such
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Lender or L/C Issuer, and not for the purpose of purchasing, acquiring or holding any other type of financial instrument, and each
Lender and each L/C Issuer agrees not to assert a claim in contravention of the foregoing. Each Lender and each L/C Issuer
represents and warrants that it is sophisticated with respect to decisions to make, acquire and/or hold commercial loans and to
provide other facilities set forth herein, as may be applicable to such Lender or such L/C Issuer, and either it, or the Person
exercising discretion in making its decision to make, acquire and/or hold such commercial loans or to provide such other facilities, is
experienced in making, acquiring or holding such commercial loans or providing such other facilities.
9.08    No Other Duties, Etc. Anything herein to the contrary notwithstanding, none of the Bookrunners or Arrangers listed
on the cover page hereof shall have any powers, duties or responsibilities under this Agreement or any of the other Loan Documents,
except in its capacity, as applicable, as the Administrative Agent, a Lender or the L/C Issuer hereunder.
9.09    Administrative Agent May File Proofs of Claim; Credit Bidding. In case of the pendency of any proceeding under
any Debtor Relief Law or any other judicial proceeding relative to any Loan Party, the Administrative Agent (irrespective of whether
the principal of any Loan or L/C Obligation shall then be due and payable as herein expressed or by declaration or otherwise and
irrespective of whether the Administrative Agent shall have made any demand on the Borrowers) shall be entitled and empowered,
by intervention in such proceeding or otherwise:
(a)    to file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Loans,
L/C Obligations and all other Obligations that are owing and unpaid and to file such other documents as may be necessary or
advisable in order to have the claims of the Lenders, the L/C Issuer and the Administrative Agent (including any claim for the
reasonable compensation, expenses, disbursements and advances of the Lenders, the L/C Issuer and the Administrative Agent and
their respective agents and counsel and all other amounts due the Lenders, the L/C Issuer and the Administrative Agent under
Sections 2.03(i) and (j), 2.09 and 11.04) allowed in such judicial proceeding; and
(b)    to collect and receive any monies or other property payable or deliverable on any such claims and to distribute the
same; and any custodian, receiver, assignee, trustee, liquidator, sequestrator, judicial manager or other similar official in any such
judicial proceeding is hereby authorized by each Lender and the L/C Issuer to make such payments to the Administrative Agent and,
if the Administrative Agent shall consent to the making of such payments directly to the Lenders and the L/C Issuer, to pay to the
Administrative Agent any amount due for the reasonable compensation, expenses, disbursements and advances of the Administrative
Agent and its agents and counsel, and any other amounts due the Administrative Agent under Sections 2.09 and 11.04.
Nothing contained herein shall be deemed to authorize the Administrative Agent to authorize or consent to or accept or adopt
on behalf of any Lender or the L/C Issuer any plan of reorganization, arrangement, adjustment or composition affecting the
Obligations or the rights of any Lender or the L/C Issuer to authorize the Administrative Agent to vote in respect of the claim of any
Lender or the L/C Issuer or in any such proceeding.
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The Secured Parties hereby irrevocably authorize the Administrative Agent, at the direction of the Required Lenders, to credit
bid all or any portion of the Obligations (including accepting some or all of the Collateral in satisfaction of some or all of the
Obligations pursuant to a deed in lieu of foreclosure or otherwise) and in such manner purchase (either directly or through one (1) or
more acquisition vehicles) all or any portion of the Collateral (a) at any sale thereof conducted under the provisions of the
Bankruptcy Code of the United States, including under Sections 363, 1123 or 1129 of the Bankruptcy Code of the United States, or
any similar Laws in any other jurisdictions to which a Loan Party is subject, (b) at any other sale or foreclosure or acceptance of
collateral in lieu of debt conducted by (or with the consent or at the direction of) the Administrative Agent (whether by judicial
action or otherwise) in accordance with any applicable Law. In connection with any such credit bid and purchase, the Obligations
owed to the Secured Parties shall be entitled to be, and shall be, credit bid on a ratable basis (with Obligations with respect to
contingent or unliquidated claims receiving contingent interests in the acquired assets on a ratable basis that would vest upon the
liquidation of such claims in an amount proportional to the liquidated portion of the contingent claim amount used in allocating the
contingent interests) in the asset or assets so purchased (or in the Equity Interests or debt instruments of the acquisition vehicle or
vehicles that are used to consummate such purchase). In connection with any such bid (i) the Administrative Agent shall be
authorized to form one (1) or more acquisition vehicles to make a bid, (ii) to adopt documents providing for the governance of the
acquisition vehicle or vehicles (provided that any actions by the Administrative Agent with respect to such acquisition vehicle or
vehicles, including any disposition of the assets or Equity Interests thereof shall be governed, directly or indirectly, by the vote of the
Required Lenders, irrespective of the termination of this Agreement and without giving effect to the limitations on actions by the
Required Lenders contained in clauses (a) through (j) of Section 11.01 of this Agreement), (iii) the Administrative Agent shall be
authorized to assign the relevant Obligations to any such acquisition vehicle pro rata by the Lenders, as a result of which each of the
Lenders shall be deemed to have received a pro rata portion of any Equity Interests and/or debt instruments issued by such an
acquisition vehicle on account of the assignment of the Obligations to be credit bid, all without the need for any Secured Party or
acquisition vehicle to take any further action, and (iv) to the extent that Obligations that are assigned to an acquisition vehicle are not
used to acquire Collateral for any reason (as a result of another bid being higher or better, because the amount of Obligations
assigned to the acquisition vehicle exceeds the amount of debt credit bid by the acquisition vehicle or otherwise), such Obligations
shall automatically be reassigned to the Lenders pro rata and the Equity Interests and/or debt instruments issued by any acquisition
vehicle on account of the Obligations that had been assigned to the acquisition vehicle shall automatically be cancelled, without the
need for any Secured Party or any acquisition vehicle to take any further action.
9.10    Collateral and Guaranty Matters. Without limiting the provisions of Section 9.09, each of the Lenders (including in
its capacities as a potential Cash Management Bank, potential Foreign Obligation Provider and a potential Hedge Bank) and the L/C
Issuer irrevocably authorize the Administrative Agent, at its option and in its discretion,
(a)    to release any Lien on any property granted to or held by the Administrative Agent under any Loan Document (i) upon
the Facility Termination Date, (ii) that is sold or otherwise disposed of or to be sold or otherwise disposed of as part of or in
connection with any
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sale or other disposition permitted hereunder or under any other Loan Document to a Person that is not a Loan Party, (iii) that
constitutes Excluded Assets, or (iv) if approved, authorized or ratified in writing in accordance with Section 11.01;
(b)    to release any Guarantor from its obligations under the Guaranty if such Person ceases to be a Subsidiary as a result of a
transaction permitted under the Loan Documents; and
(c)    to subordinate any Lien on any property granted to or held by the Administrative Agent under any Loan Document to
the holder of any Lien on such property that is permitted by Section 7.01(i).
Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative
Agent’s authority to release or subordinate its interest in particular types or items of property, or to release any Guarantor from its
obligations under the Guaranty pursuant to this Section 9.10. In each case as specified in this Section 9.10, the Administrative Agent
will, at the Borrowers’ expense, execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably
request to evidence the release of such item of Collateral from the assignment and security interest granted under the Collateral
Documents or to subordinate its interest in such item, or to release such Guarantor from its obligations under the Guaranty, in each
case in accordance with the terms of the Loan Documents and this Section 9.10.
The Administrative Agent shall not be responsible for or have a duty to ascertain or inquire into any representation or
warranty regarding the existence, value or collectability of the Collateral, the existence, priority or perfection of the Administrative
Agent’s Lien thereon, or any certificate prepared by any Loan Party in connection therewith, nor shall the Administrative Agent be
responsible or liable to the Lenders for any failure to monitor or maintain any portion of the Collateral.
9.11    Secured Cash Management Agreements and Secured Hedge Agreements. No Cash Management Bank, Foreign
Obligation Provider or Hedge Bank that obtains the benefits of Section 8.03, any Guaranty or any Collateral by virtue of the
provisions hereof or of any Guaranty or any Collateral Document shall have any right to notice of any action or to consent to, direct
or object to any action hereunder or under any other Loan Document or otherwise in respect of the Collateral (including the release
or impairment of any Collateral) (or to notice of or to consent to any amendment, waiver or modification of the provisions hereof or
of the Guaranty or any Collateral Document) other than in its capacity as a Lender and, in such case, only to the extent expressly
provided in the Loan Documents. Notwithstanding any other provision of this Article IX to the contrary, the Administrative Agent
shall not be required to verify the payment of, or that other satisfactory arrangements have been made with respect to, Obligations
arising under Secured Cash Management Agreements and Secured Hedge Agreements unless the Administrative Agent has received
written notice of such Obligations, together with such supporting documentation as the Administrative Agent may request, from the
applicable Cash Management Bank, Foreign Obligation Provider or Hedge Bank, as the case may be. The Administrative Agent shall
not be required to verify the payment of, or that other satisfactory arrangements have been made with respect to, Obligations arising
under Secured Cash
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Management Agreements and Secured Hedge Agreements in the case of a Facility Termination Date.
9.12    Parallel Debt.
(a)    Holdings, and any other Loan Party providing security under a Dutch Collateral Document (each a “Dutch Collateral
Party”) hereby irrevocably and unconditionally undertakes to pay to the Administrative Agent an amount equal to the aggregate
amount due by that Dutch Collateral Party in respect of the Corresponding Obligations as they may exist from time to time. They
payment undertaking of each of the Dutch Collateral Parties under this Section 9.12 (Parallel Debt) is to be referred to as its
“Parallel Debt”.
(b)        The Parallel Debt of each of the Dutch Collateral Parties will be payable in the currency or currencies of its
Corresponding Obligations and will become due and payable as and when and to the extent one (1) or more of its Corresponding
Obligations become due and payable. An Event of Default in respect of the Corresponding Obligations shall constitute a default
(verzuim) within the meaning of section 3:248 of the Dutch Civil Code with respect to the Parallel Debts without any notice being
required.
(c)    Each of the parties to this Agreement hereby acknowledges that:
(i)    each Parallel Debt constitutes an undertaking, obligation and liability to the Administrative Agent which is separate and
independent from, and without prejudice to, the Corresponding Obligations of the relevant pledgor; and
(ii)    each Parallel Debt represents the Administrative Agent's own separate and independent claim to receive payment of the
Parallel Debt from the relevant Dutch Collateral Party,
it being understood, in each case, that pursuant to this Section 9.12(c) the amount which may become payable by each of the Dutch
Collateral Parties as its Parallel Debt shall never exceed the total of the amounts which are payable under or in connection with its
Corresponding Obligations.
(d)    The Administrative Agent hereby confirms and accepts that to the extent the Administrative Agent irrevocably receives
any amount in payment of a Parallel Debt, the Administrative Agent shall distribute that amount the Administrative Agent and the
Lenders that are creditors of the relevant Corresponding Obligations in accordance with Section 8.03. Upon irrevocable receipt by
the Administrative Agent of any amount in payment of a Parallel Debt (a “Received Amount”), the Corresponding Obligations shall
be reduced, if necessary pro rata in respect of the Administrative Agent and each Lender individually, by amounts totaling an
amount (a “Deductible Amount”) equal to the Received Amount in the manner as if the Deductible Amount were received by the
Administrative Agent and the Lenders as a payment of the Corresponding Obligations owed by the relevant Dutch Collateral Party
on the date of receipt by the Administrative Agent of the Received Amount.
(e)    For the purpose of this Section 9.12 the Administrative Agent acts in its own name and on behalf of itself and not as
agent, trustee or representative of any other Lender.
9.13    ERISA Matters.
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(a)    Each Lender (x) represents and warrants, as of the Restatement Date, to, and (y) covenants, from the Restatement Date
to the date such Person ceases being a Lender party hereto, that at least one of the following is and will be true:
(i)    such Lender is not using “plan assets” (within the meaning of 29 CFR §2510.3-101, as modified by Section 3(42) of
ERISA) of one or more Benefit Plans in connection with the Loans, the Letters of Credit or the Commitments,
(ii)    the transaction exemption set forth in one or more PTEs, such as PTE 84-14 (a class exemption for certain transactions
determined by independent qualified professional asset managers), PTE 95-60 (a class exemption for certain transactions involving
insurance company general accounts), PTE 90-1 (a class exemption for certain transactions involving insurance company pooled
separate accounts), PTE 91-38 (a class exemption for certain transactions involving bank collective investment funds) or PTE 96-23
(a class exemption for certain transactions determined by in-house asset managers), is applicable, and the conditions of such
exemption have been satisfied, with respect to such Lender’s entrance into, participation in, administration of and performance of the
Loans, the Letters of Credit, the Commitments and this Agreement, or
(iii)    (A) such Lender is an investment fund managed by a “Qualified Professional Asset Manager” (within the meaning of
Part VI of PTE 84-14), (B) such Qualified Professional Asset Manager made the investment decision on behalf of such Lender to
enter into, participate in, administer and perform the Loans, the Letters of Credit, the Commitments and this Agreement, (C) the
entrance into, participation in, administration of and performance of the Loans, the Letters of Credit, the Commitments and this
Agreement satisfies the requirements of sub-sections (b) through (g) of Part I of PTE 84-14 and (D) to the best knowledge of such
Lender, the requirements of subsection (a) of Part I of PTE 84-14 are satisfied with respect to such Lender’s entrance into,
participation in, administration of and performance of the Loans, the Letters of Credit, the Commitments and this Agreement.
(iv)    such other representation, warranty and covenant as may be agreed in writing between the Administrative Agent, in its
sole discretion and such Lender.
9.14    Recovery of Erroneous Payments. Without limitation of any other provision herein, if at any time the Administrative
Agent makes a payment hereunder in error to any Secured Party, whether or not in respect of an Obligation due and owing by
Borrowers at such time, where such payment is a Rescindable Amount, then in any such event each Secured Party receiving a
Rescindable Amount severally agrees to repay to the Administrative Agent forthwith on demand the Rescindable Amount received
by such Secured Party in immediately available funds in the currency so received, with interest thereon for each day from and
including the date such Rescindable Amount is received by it to but excluding the date of repayment to Administrative Agent, at the
greater of the Federal Funds Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on
interbank compensation. Each Secured Party irrevocably waives any and all defenses, including any discharge for value (under
which a creditor might otherwise claim a right to retain funds mistakenly paid by a third party in respect of a debt owed by another)
or similar defense to its obligation to return any Rescindable Amount.  The Administrative Agent shall inform each Secured Party
promptly upon
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determining that any payment made to such Secured Party was comprised, in whole or in part, of a Rescindable Amount.
Notwithstanding anything to the contrary herein or in any other Loan Document, none of Holdings or any of its Subsidiaries has
acquired or incurred (or will acquire or incur) any additional obligations under this Section 9.14.
ARTICLE X    
CONTINUING GUARANTY
10.01        Guaranty. Each Guarantor hereby absolutely and unconditionally, jointly and severally guarantees, as primary
obligor and as a guaranty of payment and performance and not merely as a guaranty of collection, prompt payment when due,
whether at stated maturity, by required prepayment, upon acceleration, demand or otherwise, and at all times thereafter, of any and
all of the Obligations, whether for principal, interest, premiums, fees, indemnities, damages, costs, expenses or otherwise, of the
Borrowers (other than itself) to the Secured Parties, and whether arising hereunder or under any other Loan Document, any Secured
Cash Management Agreement or any Secured Hedge Agreement (including all renewals, extensions, amendments, refinancings and
other modifications thereof and all costs, attorneys’ fees and expenses incurred by the Secured Parties in connection with the
collection or enforcement thereof) (for each Guarantor, subject to the proviso in this sentence, its “Guaranteed Obligations”);
provided that (a) the Guaranteed Obligations of a Guarantor shall exclude any Excluded Swap Obligations with respect to such
Guarantor and (b) the liability of each Guarantor individually with respect to this Guaranty shall be limited to an aggregate amount
equal to the largest amount that would not render its obligations hereunder subject to avoidance under Section 548 of the Bankruptcy
Code of the United States or any comparable provisions of any applicable state law or other applicable Law. Without limiting the
generality of the foregoing, the Guaranteed Obligations shall include any such indebtedness, obligations, and liabilities, or portion
thereof, which may be or hereafter become unenforceable or compromised or shall be an allowed or disallowed claim under any
proceeding or case commenced by or against any debtor under any Debtor Relief Laws. The Administrative Agent’s books and
records showing the amount of the Obligations shall be admissible in evidence in any action or proceeding, and shall be binding
upon each Guarantor, and conclusive for the purpose of establishing the amount of the Obligations. This Guaranty shall not be
affected by the genuineness, validity, regularity or enforceability of the Obligations or any instrument or agreement evidencing any
Obligations, or by the existence, validity, enforceability, perfection, non-perfection or extent of any collateral therefor, or by any fact
or circumstance relating to the Obligations which might otherwise constitute a defense to the obligations of any Guarantor under this
Guaranty, and each Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to
any or all of the foregoing.
10.02    Rights of Lenders. Each Guarantor consents and agrees that the Secured Parties may, at any time and from time to
time, without notice or demand, and without affecting the enforceability or continuing effectiveness hereof: (a) amend, extend,
renew, compromise, discharge, accelerate or otherwise change the time for payment or the terms of the Obligations or any part
thereof; (b) take, hold, exchange, enforce, waive, release, fail to perfect, sell, or otherwise dispose of any security for the payment of
this Guaranty or any Obligations; (c) apply such security and direct the order or manner of sale thereof as the Administrative Agent,
the L/C
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Issuer and the Lenders in their sole discretion may determine; and (d) release or substitute one (1) or more of any endorsers or other
guarantors of any of the Obligations. Without limiting the generality of the foregoing, each Guarantor consents to the taking of, or
failure to take, any action which might in any manner or to any extent vary the risks of such Guarantor under this Guaranty or which,
but for this provision, might operate as a discharge of such Guarantor.
10.03    Certain Waivers. Each Guarantor waives (a) any defense arising by reason of any disability or other defense of the
Borrowers or any other guarantor, or the cessation from any cause whatsoever (including any act or omission of any Secured Party)
of the liability of the Borrowers; (b) any defense based on any claim that such Guarantor’s obligations exceed or are more
burdensome than those of the Borrowers; (c) the benefit of any statute of limitations affecting any Guarantor’s liability hereunder;
(d) any right to proceed against the Borrowers, proceed against or exhaust any security for the Obligations, or pursue any other
remedy in the power of any Secured Party whatsoever; (e) any benefit of and any right to participate in any security now or hereafter
held by any Secured Party; and (f) to the fullest extent permitted by law, any and all other defenses or benefits that may be derived
from or afforded by applicable law limiting the liability of or exonerating guarantors or sureties. Each Guarantor expressly waives all
setoffs and counterclaims and all presentments, demands for payment or performance, notices of nonpayment or nonperformance,
protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the
Obligations, and all notices of acceptance of this Guaranty or of the existence, creation or incurrence of new or additional
Obligations. As provided below, this Guaranty shall be governed by, and construed in accordance with, the Laws of the State of New
York.
10.04    Obligations Independent. The obligations of each Guarantor hereunder are those of primary obligor, and not merely
as surety, and are independent of the Obligations and the obligations of any other guarantor, and a separate action may be brought
against such Guarantor to enforce this Guaranty whether or not the Borrowers or any other Person or entity is joined as a party.
10.05        Subrogation. No Guarantor shall exercise any right of subrogation, contribution, indemnity, reimbursement or
similar rights with respect to any payments it makes under this Guaranty until all of the Obligations and any amounts payable under
this Guaranty have been indefeasibly paid and performed in full and the Commitments and the Facilities are terminated. If any
amounts are paid to any Guarantor in violation of the foregoing limitation, then such amounts shall be held in trust for the benefit of
the Secured Parties and shall forthwith be paid to the Secured Parties to reduce the amount of the Obligations, whether matured or
unmatured.
10.06    Termination; Reinstatement. This Guaranty is a continuing and irrevocable guaranty of all Obligations now or
hereafter existing and shall remain in full force and effect until all Obligations and any other amounts payable under this Guaranty
are indefeasibly paid in full in cash and the Commitments and the Facilities with respect to the Obligations are terminated.
Notwithstanding the foregoing, this Guaranty shall continue in full force and effect or be revived, as the case may be, if any payment
by or on behalf of the Borrowers or any Guarantor is made, or any of the Secured Parties exercises its right of setoff, in respect of the
Obligations and such payment or the proceeds of such setoff or any part thereof is subsequently invalidated, declared to be
fraudulent or preferential, set aside or required (including pursuant to
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any settlement entered into by any of the Secured Parties in their discretion) to be repaid to a trustee, receiver or any other party, in
connection with any proceeding under any Debtor Relief Laws or otherwise, all as if such payment had not been made or such setoff
had not occurred and whether or not the Secured Parties are in possession of or have released this Guaranty and regardless of any
prior revocation, rescission, termination or reduction. The obligations of each Guarantor under this paragraph shall survive
termination of this Guaranty.
10.07        Subordination. Each Guarantor hereby subordinates the payment of all obligations and indebtedness of the
Borrowers owing to such Guarantor, whether now existing or hereafter arising, including but not limited to any obligation of the
Borrowers to any Guarantor as subrogee of the Secured Parties or resulting from such Guarantor’s performance under this Guaranty,
to the indefeasible payment in full in cash of all Obligations. If the Secured Parties so request, any such obligation or indebtedness of
the Borrowers to any Guarantor shall be enforced and performance received by such Guarantor as trustee for the Secured Parties and
the proceeds thereof shall be paid over to the Secured Parties on account of the Obligations, but without reducing or affecting in any
manner the liability of any Guarantor under this Guaranty.
10.08    Stay of Acceleration. If acceleration of the time for payment of any of the Obligations is stayed, in connection with
any case commenced by or against any Guarantor or the Borrowers under any Debtor Relief Laws, or otherwise, all such amounts
shall nonetheless be payable by such Guarantor, jointly and severally, immediately upon demand by the Secured Parties.
10.09    Condition of Borrowers. Each Guarantor acknowledges and agrees that it has the sole responsibility for, and has
adequate means of, obtaining from the Borrowers and any other guarantor such information concerning the financial condition,
business and operations of the Borrowers and any such other guarantor as such Guarantor requires, and that none of the Secured
Parties has any duty, and such Guarantor is not relying on the Secured Parties at any time, to disclose to such Guarantor any
information relating to the business, operations or financial condition of the Borrowers or any other guarantor. Each Guarantor
hereby waives any duty on the part of the Secured Parties to disclose such information and any defense relating to the failure to
provide the same.
10.10        Additional Guarantor Waivers and Agreements. (a) Each Guarantor understands and acknowledges that if the
Secured Parties foreclose judicially or nonjudicially against any real property security for the Obligations, that foreclosure could
impair or destroy any ability that such Guarantor may have to seek reimbursement, contribution, or indemnification from the
Borrowers or others based on any right such Guarantor may have of subrogation, reimbursement, contribution, or indemnification
for any amounts paid by such Guarantor under this Guaranty. By executing this Guaranty, Each Guarantor freely, irrevocably, and
unconditionally: (i) waives and relinquishes that defense and agrees that such Guarantor will be fully liable under this Guaranty even
though the Secured Parties may foreclose, either by judicial foreclosure or by exercise of power of sale, any deed of trust securing
the Obligations; (ii) agrees that such Guarantor will not assert that defense in any action or proceeding which the Secured Parties
may commence to enforce this Guaranty; and (iii) acknowledges and agrees that the Secured Parties are relying on this waiver in
creating the Obligations, and that this waiver is a material part of the consideration which the Secured Parties are receiving for
creating the Obligations.
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(b)    Each Guarantor waives all rights and defenses that such Guarantor may have because any of the Obligations is secured
by real property. This means, among other things: (i) the Secured Parties may collect from such Guarantor without first foreclosing
on any real or personal property collateral pledged by the other Loan Parties; and (ii) if the Secured Parties foreclose on any real
property collateral pledged by the other Loan Parties: (A) the amount of the Obligations may be reduced only by the price for which
that collateral is sold at the foreclosure sale, even if the collateral is worth more than the sale price, and (B) the Secured Parties may
collect from such Guarantor even if the Secured Parties, by foreclosing on the real property collateral, have destroyed any right such
Guarantor may have to collect from the Borrowers. This is an unconditional and irrevocable waiver of any rights and defenses any
Guarantor may have because any of the Obligations is secured by real property.
10.11    Keepwell. Each Loan Party that is a Qualified ECP Guarantor at the time the Guaranty or the grant of the security
interest under the Loan Documents, in each case, by any Specified Loan Party, becomes effective with respect to any Swap
Obligation, hereby jointly and severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other
support to each Specified Loan Party with respect to such Swap Obligation as may be needed by such Specified Loan Party from
time to time to honor all of its obligations under its Guaranty and the other Loan Documents in respect of such Swap Obligation
(but, in each case, only up to the maximum amount of such liability that can be hereby incurred without rendering such Qualified
ECP Guarantor’s obligations and undertakings under this Article X voidable under applicable law relating to fraudulent conveyance
or fraudulent transfer, and not for any greater amount). The obligations and undertakings of each Qualified ECP Guarantor under this
Section shall remain in full force and effect until the Obligations have been indefeasibly paid and performed in full. Each Qualified
ECP Guarantor intends this Section to constitute, and this Section shall be deemed to constitute, a guarantee of the obligations of,
and a “keepwell, support, or other agreement” for the benefit of, each Specified Loan Party for all purposes of the Commodity
Exchange Act.
ARTICLE XI    
MISCELLANEOUS
11.01    Amendments, Etc. Subject to Section 3.03, no amendment or waiver of any provision of this Agreement or any other
Loan Document, and no consent to any departure by the Borrowers or any other Loan Party therefrom, shall be effective unless in
writing signed by the Required Lenders and the Borrowers or the applicable Loan Party, as the case may be, and acknowledged by
the Administrative Agent, and each such waiver or consent shall be effective only in the specific instance and for the specific
purpose for which given; provided, however, that no such amendment, waiver or consent shall:
(a)    [intentionally omitted];
(b)    waive any condition set forth in Section 4.02 as to any Credit Extension under a particular Facility without the written
consent of the Required Revolving Lenders or the Required Term A Lenders, as the case may be;
(c)    extend or increase the Commitment of any Lender (or reinstate any Commitment terminated pursuant to Section 8.02)
without the written consent of such Lender;
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(d)    postpone any date fixed by this Agreement or any other Loan Document for (i) any payment (excluding mandatory
prepayments) of principal, interest, fees or other amounts due to the Lenders (or any of them) hereunder or under such other Loan
Document without the written consent of each Lender entitled to such payment or (ii) any scheduled reduction of any Facility
hereunder or under any other Loan Document without the written consent of each Appropriate Lender;
(e)    reduce the principal of, or the rate of interest specified herein on, any Loan or L/C Borrowing, or (subject to clause (iv)
of the second proviso to this Section 11.01) any fees or other amounts payable hereunder or under any other Loan Document,
without the written consent of each Lender entitled to such amount; provided, however, that only the consent of the Required
Lenders shall be necessary to amend the definition of “Default Rate” or to waive any obligation of the Borrowers to pay interest or
Letter of Credit Fees at the Default Rate;
(f)    change (i) Section 8.03 or (ii) the order of application of any reduction in the Commitments or any prepayment of Loans
among the Facilities from the application thereof set forth in the applicable provisions of Section 2.05(b) or 2.06(b), respectively, in
any manner that materially and adversely affects the Lenders under a Facility without the written consent of (i) if such Facility is the
Term A Facility, the Required Term A Lenders, and (ii) if such Facility is the Revolving Credit Facility, the Required Revolving
Lenders;
(g)    change (i) any provision of Section 2.13, this Section 11.01 or the definition of “Required Lenders” or any other
provision hereof specifying the number or percentage of Lenders required to amend, waive or otherwise modify any rights hereunder
or make any determination or grant any consent hereunder (other than the definitions specified in clause (ii) of this Section
11.01(g)), without the written consent of each Lender or (ii) the definition of “Required Revolving Lenders,” or “Required Term A
Lenders,” without the written consent of each Lender under the applicable Facility;
(h)    (i) release all or substantially all of the Collateral in any transaction or series of related transactions, without the written
consent of each Lender or (ii) subordinate all or substantially all of the Collateral or subordinate, or have the effect of subordinating,
the Obligations hereunder to any other Indebtedness or other obligation (any such other Indebtedness or other obligations, “Specified
Indebtedness”) in any transaction or series of related transactions unless, in the case of this subclause (ii), each directly and
adversely affected Lender has been offered a bona fide opportunity to fund or otherwise provide its pro rata share (based on the
amount of Obligations that are adversely affected thereby held by each such Lender) of the Specified Indebtedness on the same
terms (other than bona fide backstop fees and reimbursement of counsel fees and other expenses in connection with the negotiation
of the terms of such transaction; such fees and expenses, “Ancillary Fees”) as offered to all other providers (or their Affiliates) of the
Specified Indebtedness and to the extent such directly and adversely affected Lender decides to participate in the Specified
Indebtedness, receive its pro rata share of the fees and any other similar benefit (other than Ancillary Fees) of the Specified
Indebtedness afforded to the providers of the Specified Indebtedness (or any of their Affiliates) in connection with providing the
Specified Indebtedness pursuant to a written offer made to each such directly and adversely affected Lender describing the material
terms of the arrangements pursuant to which the Specified Indebtedness is to be provided, which offer shall remain open to each
adversely
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affected Lender for a period of not less than five (5) Business Days; provided that, notwithstanding the foregoing, this clause (h)
shall not (A) apply in connection with a debtor-in-possession financing or use of cash collateral in any proceeding under any Debtor
Relief Law permitted under any permitted intercreditor agreement, a “credit bid” undertaken by the Administrative Agent at the
direction of the Required Lenders pursuant to section 363(k), section 1129(b)(2)(a)(ii) or any other section of the Bankruptcy Code
or any other sale or other disposition of assets in connection with other Debtor Relief Laws or an enforcement action with respect to
the Collateral permitted pursuant to the Loan Documents (in which case only the consent of the Required Lenders will be required
for any such release or subordination) or (B) apply to Indebtedness permitted pursuant to Section 7.02(f) that is expressly permitted
by this Agreement as in effect as of the date of this Agreement to be senior to the Obligations and/or be secured by a Lien that is
senior to the Lien securing the Obligations;
(i)    release all or substantially all of the value of the Guaranty, without the written consent of each Lender, except to the
extent the release of any Subsidiary from the Guaranty is permitted pursuant to Section 9.10 (in which case such release may be
made by the Administrative Agent acting alone); or
(j)    impose any greater restriction on the ability of any Lender under a Facility to assign any of its rights or obligations
hereunder without the written consent of (i) if such Facility is the Term A Facility, the Required Term A Lenders and (ii) if such
Facility is the Revolving Credit Facility, the Required Revolving Lenders; and provided, further, that (i) no amendment, waiver or
consent shall, unless in writing and signed by the L/C Issuer in addition to the Lenders required above, affect the rights or duties of
the L/C Issuer under this Agreement or any Issuer Document relating to any Letter of Credit issued or to be issued by it; (ii) no
amendment, waiver or consent shall, unless in writing and signed by the Swing Line Lender in addition to the Lenders required
above, affect the rights or duties of the Swing Line Lender under this Agreement; (iii) no amendment, waiver or consent shall, unless
in writing and signed by the Administrative Agent in addition to the Lenders required above, affect the rights or duties of the
Administrative Agent under this Agreement or any other Loan Document; and (iv) the Agent Fee Letter may be amended, or rights
or privileges thereunder waived, in a writing executed only by the parties thereto. Notwithstanding anything to the contrary herein,
no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder (and any
amendment, waiver or consent which by its terms requires the consent of all Lenders or each affected Lender may be effected with
the consent of the applicable Lenders other than Defaulting Lenders), except that (x) the Commitment of any Defaulting Lender may
not be increased or extended without the consent of such Lender and (y) any waiver, amendment or modification requiring the
consent of all Lenders or each affected Lender that by its terms affects any Defaulting Lender disproportionately adversely relative
to other affected Lenders shall require the consent of such Defaulting Lender.
Notwithstanding any provision herein to the contrary, this Agreement may be amended with the written consent of the
Required Lenders, the Administrative Agent and the Borrowers (i) to add one (1) or more additional revolving credit or term loan
facilities to this Agreement and to permit the extensions of credit and all related obligations and liabilities arising in connection
therewith from time to time outstanding to share ratably (or on a basis subordinated to the
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existing facilities hereunder) in the benefits of this Agreement and the other Loan Documents with the obligations and liabilities
from time to time outstanding in respect of the existing facilities hereunder, and (ii) in connection with the foregoing, to permit, as
deemed appropriate by the Administrative Agent and approved by the Required Lenders, the Lenders providing such additional
credit facilities to participate in any required vote or action required to be approved by the Required Lenders or by any other number,
percentage or class of Lenders hereunder.
Notwithstanding anything to the contrary contained in this Section 11.01, (x) Collateral Documents and related documents
executed by Subsidiaries in connection with this Agreement may be in a form reasonably determined by the Administrative Agent
and may be amended, supplemented and waived with the consent of the Administrative Agent and the Borrowers without the need to
obtain the consent of any other Person if such amendment, supplement or waiver is delivered in order (i) to comply with local law or
advice of local counsel, (ii) to cure ambiguities, omissions, mistakes or defects or (iii) to cause such Collateral Document or other
document to be consistent with this Agreement and the other Loan Documents and (y) if following the Restatement Date, the
Administrative Agent and any Loan Party shall have jointly identified an ambiguity, inconsistency, obvious error or any error or
omission of a technical or immaterial nature, in each case, in any provision of the Loan Documents, then the Administrative Agent
and the Loan Parties shall be permitted to amend such provision and such amendment shall become effective without any further
action or consent of any other party to any Loan Documents if the same is not objected to in writing by the Required Lenders within
five (5) Business Days following receipt of notice thereof.
If any Lender does not consent to a proposed amendment, waiver, consent or release with respect to any Loan Document that
requires the consent of each Lender and that has been approved by the Required Lenders, the Borrowers may replace such non-
consenting Lender in accordance with Section 11.13; provided that such amendment, waiver, consent or release can be effected as a
result of the assignment contemplated by such Section (together with all other such assignments required by the Borrowers to be
made pursuant to this paragraph).
Notwithstanding anything to the contrary herein, this Agreement may be amended and restated without the consent of any
Lender (but with the consent of the Borrowers and the Administrative Agent) if, upon giving effect to such amendment and
restatement, such Lender shall no longer be a party to this Agreement (as so amended and restated), the Commitments of such
Lender shall have terminated, such Lender shall have no other commitment or other obligation hereunder and shall have been paid in
full all principal, interest and other amounts owing to it or accrued for its account under this Agreement.
11.02    Notices; Effectiveness; Electronic Communications.
(a)    Notices Generally. Except in the case of notices and other communications expressly permitted to be given by telephone
(and except as provided in subsection (b) below), all notices and other communications provided for herein shall be in writing and
shall be delivered by hand or overnight courier service, mailed by certified or registered mail or sent by facsimile or electronic mail
as follows, and all notices and other communications expressly permitted hereunder to be given by telephone shall be made to the
applicable telephone number, as follows:
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(i)    if to any Loan Party, the Administrative Agent, the L/C Issuer or the Swing Line Lender, to the address, facsimile
number, electronic mail address or telephone number specified for such Person on Schedule 11.02; and
(ii)    if to any other Lender, to the address, facsimile number, electronic mail address or telephone number specified in its
Administrative Questionnaire (including, as appropriate, notices delivered solely to the Person designated by a Lender on its
Administrative Questionnaire then in effect for the delivery of notices that may contain material non-public information relating to
the Loan Parties).
Notices and other communications sent by hand or overnight courier service, or mailed by certified or registered mail, shall
be deemed to have been given when received; notices and other communications sent by facsimile shall be deemed to have been
given when sent (except that, if not given during normal business hours for the recipient, shall be deemed to have been given at the
opening of business on the next Business Day for the recipient). Notices and other communications delivered through electronic
communications to the extent provided in subsection (b) below shall be effective as provided in such subsection (b).
(b)    Electronic Communications. Notices and other communications to the Lenders and the L/C Issuer hereunder may be
delivered or furnished by electronic communication (including e-mail, FPML messaging, and Internet or intranet websites) pursuant
to procedures approved by the Administrative Agent, provided that the foregoing shall not apply to notices to any Lender or the L/C
Issuer pursuant to Article II if such Lender or the L/C Issuer, as applicable, has notified the Administrative Agent that it is incapable
of receiving notices under such Article by electronic communication. The Administrative Agent, the Swing Line Lender, the L/C
Issuer or the Borrowers may each, in its discretion, agree to accept notices and other communications to it hereunder by electronic
communications pursuant to procedures approved by it, provided that approval of such procedures may be limited to particular
notices or communications.
Unless the Administrative Agent otherwise prescribes, (i) notices and other communications sent to an e-mail address shall
be deemed received upon the sender’s receipt of an acknowledgement from the intended recipient (such as by the “return receipt
requested” function, as available, return e-mail or other written acknowledgement), and (ii) notices or communications posted to an
Internet or intranet website shall be deemed received upon the deemed receipt by the intended recipient at its e-mail address as
described in the foregoing clause (i) of notification that such notice or communication is available and identifying the website
address therefor; provided that, for both clauses (i) and (ii), if such notice, email or other communication is not sent during the
normal business hours of the recipient, such notice, email or communication shall be deemed to have been sent at the opening of
business on the next business day for the recipient.
(c)    The Platform. THE PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE.” THE AGENT PARTIES (AS
DEFINED BELOW) DO NOT WARRANT THE ACCURACY OR COMPLETENESS OF THE BORROWER MATERIALS OR
THE ADEQUACY OF THE PLATFORM, AND EXPRESSLY DISCLAIM LIABILITY FOR ERRORS IN OR OMISSIONS
FROM THE BORROWER MATERIALS. NO WARRANTY
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OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS
FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS OR FREEDOM FROM VIRUSES OR
OTHER CODE DEFECTS, IS MADE BY ANY AGENT PARTY IN CONNECTION WITH THE BORROWER MATERIALS OR
THE PLATFORM. In no event shall the Administrative Agent or any of its Related Parties (collectively, the “Agent Parties”) have
any liability to any Loan Party, any Lender, the L/C Issuer or any other Person for losses, claims, damages, liabilities or expenses of
any kind (whether in tort, contract or otherwise) arising out of the Borrowers’, any Loan Party’s or the Administrative Agent’s
transmission of Borrower Materials or notices through the Platform, any other electronic platform or electronic messaging service, or
through the Internet.
(d)    Change of Address, Etc. Each of the Loan Parties, the Administrative Agent, the L/C Issuer and the Swing Line Lender
may change its address, facsimile, telephone number or e-mail address for notices and other communications hereunder by notice to
the other parties hereto. Each other Lender may change its address, facsimile, telephone number or e-mail address for notices and
other communications hereunder by notice to the Borrowers, the Administrative Agent, the L/C Issuer and the Swing Line Lender. In
addition, each Lender agrees to notify the Administrative Agent from time to time to ensure that the Administrative Agent has on
record (i) an effective address, contact name, telephone number, facsimile number and electronic mail address to which notices and
other communications may be sent and (ii) accurate wire instructions for such Lender. Furthermore, each Public Lender agrees to
cause at least one (1) individual at or on behalf of such Public Lender to at all times have selected the “Private Side Information” or
similar designation on the content declaration screen of the Platform in order to enable such Public Lender or its delegate, in
accordance with such Public Lender’s compliance procedures and applicable Law, including United States Federal and state
securities Laws, to make reference to Borrower Materials that are not made available through the “Public Side Information” portion
of the Platform and that may contain material non-public information with respect to the Borrowers or its securities for purposes of
United States Federal or state securities Laws.
(e)    Reliance by Administrative Agent, L/C Issuer and Lenders. The Administrative Agent, the L/C Issuer and the Lenders
shall be entitled to rely and act upon any notices (including, without limitation, telephonic or electronic notices, Committed Loan
Notices, Letter of Credit Applications, Notice of Loan Prepayment and Swing Line Loan Notices) purportedly given by or on behalf
of the Borrowers even if (i) such notices were not made in a manner specified herein, were incomplete or were not preceded or
followed by any other form of notice specified herein, or (ii) the terms thereof, as understood by the recipient, varied from any
confirmation thereof. The Loan Parties shall indemnify the Administrative Agent, the L/C Issuer, each Lender and the Related
Parties of each of them from all losses, costs, expenses and liabilities resulting from the reliance by such Person on each notice
purportedly given by or on behalf of the Borrowers. All telephonic notices to and other telephonic communications with the
Administrative Agent may be recorded by the Administrative Agent, and each of the parties hereto hereby consents to such
recording.
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11.03    No Waiver; Cumulative Remedies; Enforcement. No failure by any Lender, the L/C Issuer or the Administrative
Agent to exercise, and no delay by any such Person in exercising, any right, remedy, power or privilege hereunder or under any other
Loan Document shall operate as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power or privilege
hereunder or under any other Loan Document preclude any other or further exercise thereof or the exercise of any other right,
remedy, power or privilege. The rights, remedies, powers and privileges herein provided, and provided under each other Loan
Document, are cumulative and not exclusive of any rights, remedies, powers and privileges provided by law.
Notwithstanding anything to the contrary contained herein or in any other Loan Document, the authority to enforce rights and
remedies hereunder and under the other Loan Documents against the Loan Parties or any of them shall be vested exclusively in, and
all actions and proceedings at law in connection with such enforcement shall be instituted and maintained exclusively by, the
Administrative Agent in accordance with Section 8.02 for the benefit of all the Lenders and the L/C Issuer; provided, however, that
the foregoing shall not prohibit (a) the Administrative Agent from exercising on its own behalf the rights and remedies that inure to
its benefit (solely in its capacity as Administrative Agent) hereunder and under the other Loan Documents, (b) the L/C Issuer or the
Swing Line Lender from exercising the rights and remedies that inure to its benefit (solely in its capacity as L/C Issuer or Swing
Line Lender, as the case may be) hereunder and under the other Loan Documents, (c) any Lender from exercising setoff rights in
accordance with Section 11.08 (subject to the terms of Section 2.13), or (d) any Lender from filing proofs of claim or appearing and
filing pleadings on its own behalf during the pendency of a proceeding relative to any Loan Party under any Debtor Relief Law; and
provided, further, that if at any time there is no Person acting as Administrative Agent hereunder and under the other Loan
Documents, then (i) the Required Lenders shall have the rights otherwise ascribed to the Administrative Agent pursuant to Section
8.02 and (ii) in addition to the matters set forth in clauses (b), (c) and (d) of the preceding proviso and subject to Section 2.13, any
Lender may, with the consent of the Required Lenders, enforce any rights and remedies available to it and as authorized by the
Required Lenders.
11.04    Expenses; Indemnity; Damage Waiver. (a) Costs and Expenses. The Borrowers shall pay (i) all reasonable and
documented out-of-pocket expenses incurred by the Administrative Agent and the Arrangers and their Affiliates in connection with
the syndication of the Facility, the preparation, negotiation, execution, delivery and administration of this Agreement and the other
Loan Documents or any amendments, modifications or waivers of the provisions hereof or thereof whether or not the transactions
contemplated hereby or thereby are consummated (but limited, in the case of legal fees and expenses, to the reasonable and invoiced
fees, disbursements and other charges of one (1) counsel to the Administrative Agent, the Arrangers and their Affiliates taken as a
whole and one (1) local counsel and one (1) regulatory counsel in any relevant material jurisdiction and one (1) additional counsel in
the event of a conflict), (ii) all reasonable and documented out-of-pocket expenses incurred by the L/C Issuer in connection with the
issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all reasonable
and documented out-of-pocket expenses incurred by the Administrative Agent, any Lender or the L/C Issuer (but limited, in the case
of legal fees and expenses, to the reasonable and invoiced fees, disbursements and other charges of
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one (1) counsel to the Administrative Agent and the Lenders taken as a whole and one (1) local counsel and one (1) regulatory
counsel in any relevant material jurisdiction and one (1) additional counsel in the event of a conflict), in connection with the
enforcement or protection of its rights (A) in connection with this Agreement and the other Loan Documents, including its rights
under this Section, or (B) in connection with Loans made or Letters of Credit issued hereunder, including all such out-of-pocket
expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit.
(b)        Indemnification by the Borrowers. The Borrowers shall indemnify the Administrative Agent (and any sub-agent
thereof), each Arranger, each Lender and the L/C Issuer, and each Related Party of any of the foregoing Persons (each such Person
being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and
related expenses (including the fees, charges and disbursements of any counsel for any Indemnitee), and shall indemnify and hold
harmless each Indemnitee from all fees and time charges and disbursements for attorneys who may be employees of any Indemnitee,
incurred by any Indemnitee or asserted against any Indemnitee by any Person (including the Borrowers or any other Loan Party)
other than such Indemnitee and its Related Parties arising out of, in connection with, or as a result of (i) the execution or delivery of
this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby (including, without
limitation, the Indemnitee’s reliance on any communication executed using an Electronic Signature, or in the form of an Electronic
Record), the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the
transactions contemplated hereby or thereby, or, in the case of the Administrative Agent (and any sub-agent thereof) and its Related
Parties only, the administration of this Agreement and the other Loan Documents (including in respect of any matters addressed in
Section 3.01), (ii) any Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by the
L/C Issuer to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do
not strictly comply with the terms of such Letter of Credit), (iii) any actual or alleged presence or Release of Hazardous Materials at,
on, under or emanating from any property owned, leased or operated by Holdings or any of its Subsidiaries, or any Environmental
Liability related in any way to Holdings or any of its Subsidiaries, or (iv) any actual or prospective claim, litigation, investigation or
proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or
by the Borrowers or any other Loan Party or any of the Borrowers’ or such Loan Party’s directors, shareholders or creditors, and
regardless of whether any Indemnitee is a party thereto; provided that such indemnity shall not, as to any Indemnitee, be available to
the extent that such losses, claims, damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction by
final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee, (y) result
from a claim brought by the Borrowers or any other Loan Party against an Indemnitee for breach in bad faith of such Indemnitee’s
obligations hereunder or under any other Loan Document, if the Borrowers or such Loan Party has obtained a final and
nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction, or (z) involve disputes among
Indemnitees unrelated to any disputes involving, or claims against, the Borrowers and/or the Guarantors and other than disputes
involving the Administrative Agent, the Swing Line Lender, the L/C Issuer,
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or any Arranger or similar Person in its capacity as such, as determined by a court of competent jurisdiction by final and
nonappealable judgment. Without limiting the provisions of Section 3.01(c), this Section 11.04(b) shall not apply with respect to
Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim.
(c)        Reimbursement by Lenders. To the extent that the Borrowers for any reason fail to indefeasibly pay any amount
required under subsection (a) or (b) of this Section to be paid by it to the Administrative Agent (or any sub-agent thereof), the L/C
Issuer, the Swing Line Lender or any Related Party of any of the foregoing, each Lender severally agrees to pay to the
Administrative Agent (or any such sub-agent), the L/C Issuer, the Swing Line Lender or such Related Party, as the case may be, such
Lender’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based
on each Lender’s share of the Total Credit Exposure at such time) of such unpaid amount (including any such unpaid amount in
respect of a claim asserted by such Lender), such payment to be made severally among them based on such Lenders’ Applicable
Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought), provided, further
that, the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by
or asserted against the Administrative Agent (or any such sub-agent), the L/C Issuer or the Swing Line Lender in its capacity as such,
or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), the L/C Issuer or
the Swing Line Lender in connection with such capacity. The obligations of the Lenders under this subsection (c) are subject to the
provisions of Section 2.12(d).
(d)    Waiver of Consequential Damages, Etc. To the fullest extent permitted by applicable law, the Loan Parties shall not
assert, and hereby waive, and acknowledge that no other Person shall have, any claim against any Indemnitee, on any theory of
liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in
connection with, or as a result of, this Agreement, any other Loan Document or any agreement or instrument contemplated hereby,
the transactions contemplated hereby or thereby, any Loan or Letter of Credit or the use of the proceeds thereof. No Indemnitee
referred to in subsection (b) above shall be liable for any damages arising from the use by others of any information or other
materials distributed to such party by such Indemnitee through telecommunications, electronic or other information transmission
systems in connection with this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby.
(e)    Payments. All amounts due under this Section shall be payable not later than ten (10) Business Days after demand
therefor.
(f)    Survival. The agreements in this Section and the indemnity provision of Section 11.02(e) shall survive the resignation of
the Administrative Agent, the L/C Issuer and the Swing Line Lender, the replacement of any Lender, the termination of the
Aggregate Commitments and the repayment, satisfaction or discharge of all the other Obligations.
11.05    Payments Set Aside. To the extent that any payment by or on behalf of the Loan Parties is made to the Administrative
Agent, the L/C Issuer or any Lender, or the Administrative Agent, the L/C Issuer or any Lender exercises its right of setoff, and such
payment or the
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proceeds of such setoff or any part thereof is subsequently invalidated, declared to be fraudulent or preferential, set aside or required
(including pursuant to any settlement entered into by the Administrative Agent, the L/C Issuer or such Lender in its discretion) to be
repaid to a trustee, receiver or any other party, in connection with any proceeding under any Debtor Relief Law or otherwise, then (a)
to the extent of such recovery, the obligation or part thereof originally intended to be satisfied shall be revived and continued in full
force and effect as if such payment had not been made or such setoff had not occurred, and (b) each Lender and the L/C Issuer
severally agrees to pay to the Administrative Agent upon demand its applicable share (without duplication) of any amount so
recovered from or repaid by the Administrative Agent, plus interest thereon from the date of such demand to the date such payment
is made at a rate per annum equal to the Federal Funds Rate from time to time in effect. The obligations of the Lenders and the L/C
Issuer under clause (b) of the preceding sentence shall survive the payment in full of the Obligations and the termination of this
Agreement.
11.06    Successors and Assigns.
(a)    Successors and Assigns Generally. The provisions of this Agreement shall be binding upon and inure to the benefit of
the parties hereto and their respective successors and assigns permitted hereby, except that neither the Borrowers nor any other Loan
Party may assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of the
Administrative Agent and each Lender and no Lender may assign or otherwise transfer any of its rights or obligations hereunder
except (i) to an assignee in accordance with the provisions of Section 11.06(b), (ii) by way of participation in accordance with the
provisions of Section 11.06(d), or (iii) by way of pledge or assignment of a security interest subject to the restrictions of Section
11.06(e) (and any other attempted assignment or transfer by any party hereto shall be null and void). Nothing in this Agreement,
expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and
assigns permitted hereby, Participants to the extent provided in subsection (d) of this Section and, to the extent expressly
contemplated hereby, the Related Parties of each of the Administrative Agent, the L/C Issuer and the Lenders) any legal or equitable
right, remedy or claim under or by reason of this Agreement.
(b)    Assignments by Lenders. Any Lender may at any time assign to one (1) or more assignees all or a portion of its rights
and obligations under this Agreement (including all or a portion of its Commitment(s) and the Loans (including for purposes of this
Section 11.06(b), participations in L/C Obligations and in Swing Line Loans) at the time owing to it); provided that (in each case
with respect to any Facility) any such assignment shall be subject to the following conditions:
(i)    Minimum Amounts.
(A)    in the case of an assignment of the entire remaining amount of the assigning Lender’s Commitment
under any Facility and/or the Loans at the time owing to it (in each case with respect to any Facility) or
contemporaneous assignments, in each case, to related Approved Funds (determined after giving effect to such
assignments) that equal at least the amount specified in paragraph (b)(i)(B) of this Section in the aggregate or in the
case of an assignment to a
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Lender, an Affiliate of a Lender or an Approved Fund, no minimum amount need be assigned; and
(B)        in any case not described in subsection (b)(i)(A) of this Section, the aggregate amount of the
Commitment (which for this purpose includes Loans outstanding thereunder) or, if the applicable Commitment is not
then in effect, the principal outstanding balance of the Loans of the assigning Lender subject to each such assignment,
determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the
Administrative Agent or, if “Trade Date” is specified in the Assignment and Assumption, as of the Trade Date, shall
not be less than $5,000,000, in the case of any assignment in respect of the Revolving Credit Facility, or $1,000,000,
in the case of any assignment in respect of the Term A Facility, unless each of the Administrative Agent and, so long
as no Event of Default has occurred and is continuing, the Borrowers otherwise consent (each such consent not to be
unreasonably withheld or delayed).
(ii)    Proportionate Amounts. Each partial assignment shall be made as an assignment of a proportionate part of all the
assigning Lender’s rights and obligations under this Agreement with respect to the Loans or the Commitment assigned, except that
this clause (ii) shall not apply to the Swing Line Lender’s rights and obligations in respect of Swing Line Loans;
(iii)    Required Consents. No consent shall be required for any assignment except to the extent required by subsection (b)(i)
(B) of this Section, Section 11.06(g) and, in addition:
(A)        the consent of the Borrowers (such consent not to be unreasonably withheld or delayed) shall be
required unless (1) an Event of Default has occurred and is continuing at the time of such assignment or (2) such
assignment is to a Lender, an Affiliate of a Lender or an Approved Fund; provided that (a) the Borrowers’ refusal to
accept (assuming such acceptance is required pursuant to Section 11.06(g)) any Disqualified Institution shall be
deemed to be not unreasonable by the Borrowers, (b) the Borrowers shall be deemed to have consented to any such
assignment unless they shall object thereto by written notice to the Administrative Agent within ten (10) Business
Days after having received notice thereof, and (c) the Borrowers’ consent shall not be required during the primary
syndication of the credit facility provided herein;
(B)    the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall
be required for assignments in respect of (i) any Revolving Credit Commitment or Incremental Revolving Credit
Commitment if such assignment is to a Person that is not a Lender with a Commitment in respect of the applicable
Facility, an Affiliate of such Lender or an Approved Fund with respect to such Lender or (ii) any Term Loan to a
Person that is not a Lender, an Affiliate of a Lender or an Approved Fund; and
(C)    the consent of the L/C Issuer and the Swing Line Lender shall be required for any assignment in respect
of the Revolving Credit Facility or any Incremental Revolving Credit Commitment.
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(iv)    Assignment and Assumption. The parties to each assignment shall execute and deliver to the Administrative Agent an
Assignment and Assumption, together with a processing and recordation fee in the amount of $3,500; provided, however, that the
Administrative Agent may, in its sole discretion, elect to waive such processing and recordation fee in the case of any assignment.
The assignee, if it is not a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire.
(v)    No Assignment to Certain Persons. No such assignment shall be made (A) to the Borrowers or any of the Borrowers’
Affiliates or Subsidiaries, (B) to any Defaulting Lender or any of its Subsidiaries, or any Person who, upon becoming a Lender
hereunder, would constitute any of the foregoing Persons described in this clause (B) or (C) to a natural Person (or a holding
company, investment vehicle or trust for, or owned and operated for the primary benefit of a natural person).
(vi)    Certain Additional Payments. In connection with any assignment of rights and obligations of any Defaulting Lender
hereunder, no such assignment shall be effective unless and until, in addition to the other conditions thereto set forth herein, the
parties to the assignment shall make such additional payments to the Administrative Agent in an aggregate amount sufficient, upon
distribution thereof as appropriate (which may be outright payment, purchases by the assignee of participations or subparticipations,
or other compensating actions, including funding, with the consent of the Borrowers and the Administrative Agent, the applicable
pro rata share of Loans previously requested but not funded by the Defaulting Lender, to each of which the applicable assignee and
assignor hereby irrevocably consent), to (x) pay and satisfy in full all payment liabilities then owed by such Defaulting Lender to the
Administrative Agent, the L/C Issuer or any Lender hereunder (and interest accrued thereon) and (y) acquire (and fund as
appropriate) its full pro rata share of all Loans and participations in Letters of Credit and Swing Line Loans in accordance with its
Applicable Percentage. Notwithstanding the foregoing, in the event that any assignment of rights and obligations of any Defaulting
Lender hereunder shall become effective under applicable Law without compliance with the provisions of this paragraph, then the
assignee of such interest shall be deemed to be a Defaulting Lender for all purposes of this Agreement until such compliance occurs.
(vii)    Subject to acceptance and recording thereof by the Administrative Agent pursuant to subsection (c) of this Section,
from and after the effective date specified in each Assignment and Assumption, the assignee thereunder shall be a party to this
Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a
Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment
and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering
all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto) but shall
continue to be entitled to the benefits of Sections 3.01, 3.04, 3.05 and 11.04 with respect to facts and circumstances occurring prior
to the effective date of such assignment; provided, that except to the extent otherwise expressly agreed by the affected parties, no
assignment by a Defaulting Lender will constitute a waiver or release of any claim of any party hereunder arising from that Lender’s
having been a Defaulting Lender. Upon request, the Borrowers (at their expense) shall execute and deliver a Note to the assignee
Lender. Any
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assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this subsection shall be
treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with
subsection (d) of this Section.
(c)    Register. The Administrative Agent, acting solely for this purpose as a non-fiduciary agent of the Borrowers (and such
agency being solely for tax purposes), shall maintain at the Administrative Agent’s Office a copy of each Assignment and
Assumption delivered to it (or the equivalent thereof in electronic form) and a register for the recordation of the names and addresses
of the Lenders, and the Commitments of, and principal amounts (and stated interest) of the Loans and L/C Obligations owing to,
each Lender pursuant to the terms hereof from time to time (the “Register”). The entries in the Register shall be conclusive absent
manifest error, and the Borrowers, the Administrative Agent and the Lenders shall treat each Person whose name is recorded in the
Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement. The Register is intended to cause
each Loan and other obligation hereunder to be in registered form within the meaning of Section 5f.103-1(c) of the United States
Treasury Regulations and within the meaning of Sections 163(f), 871(h)(2) and 881(c)(2) of the Code. The Register shall be
available for inspection by the Borrowers and any Lender, at any reasonable time and from time to time upon reasonable prior
notice.
(d)    Participations. Any Lender may at any time, without the consent of, or notice to, the Borrowers or the Administrative
Agent, sell participations to any Person (other than a natural Person, or a holding company, investment vehicle or trust for, or owned
and operated for the primary benefit of a natural Person, a Defaulting Lender, the Borrowers or any of the Borrowers’ Affiliates or
Subsidiaries, or a Disqualified Institution (other than during the continuation of an Event of Default under Section 8.01(a), Section
8.01(f) or Section 8.01(g))) (each, a “Participant”) in all or a portion of such Lender’s rights and/or obligations under this Agreement
(including all or a portion of its Commitment and/or the Loans (including such Lender’s participations in L/C Obligations and/or
Swing Line Loans) owing to it); provided that (i) such Lender’s obligations under this Agreement shall remain unchanged, (ii) such
Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii) the Borrowers, the
Administrative Agent, the Lenders and the L/C Issuer shall continue to deal solely and directly with such Lender in connection with
such Lender’s rights and obligations under this Agreement. For the avoidance of doubt, each Lender shall be responsible for the
indemnity under Section 11.04(c) without regard to the existence of any participation.
Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain
the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement;
provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to
any amendment, waiver or other modification described in the first proviso to Section 11.01 that affects such Participant. The
Borrowers agree that each Participant shall be entitled to the benefits, and subject to the terms and provisions, of Sections 3.01, 3.04
and 3.05 to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to subsection (b) of this
Section (it being understood that the documentation required under Section 3.01(e) shall be delivered to the Lender who sells the
participation); provided that such
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Participant (A) agrees to be subject to the provisions of Sections 3.06 and 11.13 as if it were an assignee under paragraph (b) of this
Section and (B) shall not be entitled to receive any greater payment under Sections 3.01 or 3.04, with respect to any participation,
than the Lender from whom it acquired the applicable participation would have been entitled to receive, except to the extent such
entitlement to receive a greater payment results from a Change in Law that occurs after the Participant acquired the applicable
participation. Each Lender that sells a participation agrees, at the Borrowers’ request and expense, to use reasonable efforts to
cooperate with the Borrowers to effectuate the provisions of Section 3.06 with respect to any Participant. To the extent permitted by
law, each Participant also shall be entitled to the benefits of Section 11.08 as though it were a Lender; provided that such Participant
agrees to be subject to Section 2.13 as though it were a Lender. Each Lender that sells a participation shall, acting solely for this
purpose as a fiduciary agent of the Borrowers, maintain a register on which it enters the name and address of each Participant and
the principal amounts (and stated interest) of each Participant’s interest in the Loans or other obligations under the Loan Documents
(the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant
Register (including the identity of any Participant or any information relating to a Participant’s interest in any commitments, loans,
letters of credit or its other obligations under any Loan Document) to any Person except to the extent that such disclosure is
necessary to establish that such commitment, loan, letter of credit or other obligation is in registered form under Section 5f.103-1(c)
of the United States Treasury Regulations and within the meaning of Section 163(f), 871(h)(2) and 881(c)(2) of the Code. The
entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each Person whose name is
recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice
to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no
responsibility for maintaining a Participant Register.
(e)    Certain Pledges. Any Lender may at any time pledge or assign a security interest in all or any portion of its rights under
this Agreement (including under its Note, if any) to secure obligations of such Lender, including any pledge or assignment to secure
obligations to a Federal Reserve Bank; provided that no such pledge or assignment shall release such Lender from any of its
obligations hereunder or substitute any such pledgee or assignee for such Lender as a party hereto.
(f)    Resignation as L/C Issuer or Swing Line Lender after Assignment. Notwithstanding anything to the contrary contained
herein, if at any time Bank of America assigns all of its Revolving Credit Commitment and Revolving Credit Loans pursuant to
Section 11.06(b), Bank of America may, (i) upon thirty (30) days’ notice to the Borrowers and the Lenders, resign as L/C Issuer
and/or (ii) upon thirty (30) days’ notice to the Borrowers, resign as Swing Line Lender. In the event of any such resignation as L/C
Issuer or Swing Line Lender, the Borrowers shall be entitled to appoint from among the Lenders a successor L/C Issuer or Swing
Line Lender hereunder with the applicable Lender’s consent; provided, however, that no failure by the Borrowers to appoint any
such successor shall affect the resignation of Bank of America as L/C Issuer or Swing Line Lender, as the case may be. If Bank of
America resigns as L/C Issuer, it shall retain all the rights, powers, privileges and duties of the L/C Issuer hereunder with respect to
all Letters of Credit outstanding as of the effective date of its resignation as L/C
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Issuer and all L/C Obligations with respect thereto (including the right to require the Lenders to make Base Rate Loans or fund risk
participations in Unreimbursed Amounts pursuant to Section 2.03(c)). If Bank of America resigns as Swing Line Lender, it shall
retain all the rights of the Swing Line Lender provided for hereunder with respect to Swing Line Loans made by it and outstanding
as of the effective date of such resignation, including the right to require the Lenders to make Base Rate Loans or fund risk
participations in outstanding Swing Line Loans pursuant to Section 2.04(c). Upon the appointment of a successor L/C Issuer and/or
Swing Line Lender, (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the
retiring L/C Issuer or Swing Line Lender, as the case may be, and (b) the successor L/C Issuer shall issue letters of credit in
substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to
Bank of America to effectively assume the obligations of Bank of America with respect to such Letters of Credit.
(g)    Disqualified Institutions.
(i)    Other than in the event that an Event of Default under Section 8.01(a), Section 8.01(f) or Section 8.01(g) has occurred
and is continuing, no assignment or participation shall be made to any Person that was a Disqualified Institution as of the date (the
“Trade Date”) on which the assigning Lender entered into a binding agreement to sell and assign all or a portion of its rights and
obligations under this Agreement to such Person (unless the Borrowers have consented to such assignment in writing in their sole
and absolute discretion) (in which case such Person will not be considered a Disqualified Institution for the purpose of such
assignment or participation). For the avoidance of doubt, the delivery of a notice pursuant to, and the expiration of the notice period
referred to in, the definition of “Disqualified Institution” after the Trade Date shall not retroactively disqualify a Person that was not
a Disqualified Institution on the Trade Date from becoming a Lender. Any assignment in violation of this clause (g)(i) shall not be
void, but the other provisions of this clause (g) shall apply.
(ii)    If any assignment or participation is made to any Disqualified Institution without the Borrowers’ prior written consent
in violation of clause (g)(i) above, or if any Person becomes a Disqualified Institution after the applicable Trade Date, the Borrowers
may, at their sole expense and effort, upon notice to the applicable Disqualified Institution (other than with respect to a Disqualified
Institution that becomes a Lender after an Event of Default under Section 8.01(a), Section 8.01(f) or Section 8.01(g) has occurred
and is continuing) and the Administrative Agent, (A) terminate any Revolving Credit Commitment of such Disqualified Institution
and repay all obligations of the Borrowers owing to such Disqualified Institution in connection with such Revolving Credit
Commitment, (B) in the case of outstanding Term Loans held by Disqualified Institutions, purchase or prepay such Term Loan by
paying the lesser of (x) the principal amount thereof and (y) the amount that such Disqualified Institution paid to acquire such Term
Loans, in each case plus accrued interest, accrued fees and all other amounts (other than principal amounts) payable to it hereunder
and/or (C) require such Disqualified Institution to assign, without recourse (in accordance with and subject to the restrictions
contained in this Section 11.06), all of its interest, rights and obligations under this Agreement to one (1) or more Eligible Assignees
at the lesser of (x) the principal amount thereof and (y) the amount that such Disqualified Institution paid to acquire such interests,
rights and obligations, in each case plus
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accrued interest, accrued fees and all other amounts (other than principal amounts) payable to it hereunder.
(iii)        Notwithstanding anything to the contrary contained in this Agreement, Disqualified Institutions (other than with
respect to a Disqualified Institution that becomes a Lender after an Event of Default under Section 8.01(a), Section 8.01(f) or Section
8.01(g) has occurred and is continuing) (A) will not (x) have the right to receive information, reports or other materials provided to
Lenders by the Loan Parties, the Administrative Agent or any other Lender, (y) be permitted to attend or participate in meetings
attended by the Lenders and the Administrative Agent, or (z) be permitted to access any electronic site established for the Lenders or
confidential communications from counsel to or financial advisors of the Administrative Agent or the Lenders and (B) (x) for
purposes of any consent to any amendment, waiver or modification of, or any action under, and for the purpose of any direction to
the Administrative Agent or any Lender to undertake any action (or refrain from taking any action) under this Agreement or any
other Loan Document, each Disqualified Institution will be deemed to have consented in the same proportion as the Lenders that are
not Disqualified Institutions consented to such matter, (y) for purposes of voting on any Plan, each Disqualified Institution party
hereto hereby agrees (1) not to vote on such Plan, (2) if such Disqualified Institution does vote on such Plan notwithstanding the
restriction in the foregoing clause (1), such vote will be deemed not to be in good faith and shall be “designated” pursuant to Section
1126(e) of the Bankruptcy Code (or any similar provision in any other Debtor Relief Laws), and such vote shall not be counted in
determining whether the applicable class has accepted or rejected such Plan in accordance with Section 1126(c) of the Bankruptcy
Code (or any similar provision in any other Debtor Relief Laws) and (3) not to contest any request by any party for a determination
by the Bankruptcy Court (or other applicable court of competent jurisdiction) effectuating the foregoing clause (2), and (z) each
Disqualified Institution party hereto hereby irrevocably appoints the Administrative Agent (such appointment being coupled with an
interest) as such Disqualified Institution’s attorney-in-fact, with full authority in the place and stead of such Disqualified Institution
and in the name of such Disqualified Institution (solely in respect of Loans therein and not in respect of any other claim or status
such Disqualified Institution may otherwise have), from time to time in the Administrative Agent’s discretion to take any action and
to execute any instrument that the Administrative Agent may deem reasonably necessary or appropriate to carry out the provisions of
this clause (B), including to ensure that any vote of such Disqualified Institution on any Plan is withdrawn or otherwise not counted.
(iv)    The Administrative Agent shall have the right, and the Borrowers hereby expressly authorize the Administrative Agent,
to provide the Excluded Persons List to each Lender requesting the same.
(v)        The foregoing provisions shall not constitute a waiver or release of any claim of any party hereunder against a
Disqualified Institution arising from that Person having become a Disqualified Institution hereunder in violation of this Agreement.
11.07    Treatment of Certain Information; Confidentiality.
(a)    Treatment of Certain Information. Each of the Administrative Agent, the Lenders and the L/C Issuer agrees to maintain
the confidentiality of the Information (as defined below),
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except that Information may be disclosed (a) to its Affiliates and to its Related Parties (it being understood that the Persons to whom
such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information
confidential), (b) to the extent required or requested by any regulatory authority purporting to have jurisdiction over such Person or
its Related Parties (including any self-regulatory authority, such as the National Association of Insurance Commissioners), (c) to the
extent required by applicable Laws or regulations or by any subpoena or similar legal process, (d) to any other party hereto, (e) in
connection with the exercise of any remedies hereunder or under any other Loan Document or any action or proceeding relating to
this Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder, (f) subject to an agreement
containing provisions substantially the same as those of this Section, to (i) any assignee of or Participant in, or any prospective
assignee of or Participant in, any of its rights and obligations under this Agreement or any Eligible Assignee invited to be a Lender
pursuant to Section 2.15 or (ii) any actual or prospective party (or its Related Parties) to any swap, derivative or other transaction
under which payments are to be made by reference to the Borrowers and their obligations, this Agreement or payments hereunder (it
being understood that the Excluded Persons List may be disclosed to any assignee or Participant, or prospective assignee or
Participant, in reliance on this clause (f)), (g) on a confidential basis to (i) any rating agency in connection with rating the Borrowers
or their Subsidiaries or the credit facilities provided hereunder or (ii) the CUSIP Service Bureau or any similar agency in connection
with the issuance and monitoring of CUSIP numbers of other market identifiers with respect to the credit facilities provided
hereunder, (h) with the consent of the Borrowers, (i) to any person who is a person, or who belongs to a class of person, specified in
the second column of the Third Schedule to the Banking Act, Chapter 19 of Singapore or (j) to the extent such Information (i)
becomes publicly available other than as a result of a breach of this Section or (ii) becomes available to the Administrative Agent,
any Lender, the L/C Issuer or any of their respective Affiliates on a nonconfidential basis from a source other than the Borrowers.
For purposes of this Section, “Information” means all information received from any Borrower or any Subsidiary relating to any
Borrower or any Subsidiary or any of their respective businesses, other than any such information that is available to the
Administrative Agent, any Lender or the L/C Issuer on a nonconfidential basis prior to disclosure by Holdings or any Subsidiary,
provided that, in the case of information received from Holdings or any Subsidiary after the date hereof, such information is clearly
identified at the time of delivery as confidential. Any Person required to maintain the confidentiality of Information as provided in
this Section shall be considered to have complied with its obligation to do so if such Person has exercised the same degree of care to
maintain the confidentiality of such Information as such Person would accord to its own confidential information. In addition, the
Administrative Agent and the Lenders may disclose the existence of this Agreement and information about this Agreement to market
data collectors, similar service providers to the lending industry and service providers to the Administrative Agent and the Lenders in
connection with the administration of this Agreement, the other Loan Documents and the Commitments.
(b)    Non-Public Information. Each of the Administrative Agent, the Lenders and the L/C Issuer acknowledges that (a) the
Information may include material non-public information concerning the Borrowers or a Subsidiary, as the case may be, (b) it has
developed compliance procedures regarding the use of material non-public information and (c) it will handle such
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material non-public information in accordance with applicable Law, including United States Federal and state securities Laws.
(c)    Press Releases. The Loan Parties and their Affiliates agree that they will not in the future issue any press releases or
other public disclosure using the name of the Administrative Agent or any Lender or their respective Affiliates or referring to this
Agreement or any of the Loan Documents without the prior written consent of the Administrative Agent, unless (and only to the
extent that) the Loan Parties or such Affiliate is required to do so under law and then, in any event the Loan Parties or such Affiliate
will consult with such Person before issuing such press release or other public disclosure.
(d)        Customary Advertising Material. The Loan Parties consent to the publication by the Administrative Agent or any
Lender of customary advertising material relating to the transactions contemplated hereby using the name, product photographs,
logo or trademark of the Loan Parties.
11.08    Right of Setoff. If an Event of Default shall have occurred and be continuing, each Lender, the L/C Issuer and each
of their respective Affiliates is hereby authorized at any time and from time to time, after obtaining the prior written consent of the
Administrative Agent, to the fullest extent permitted by applicable law, to set off and apply any and all deposits (general or special,
time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) at any time
owing by such Lender, the L/C Issuer or any such Affiliate to or for the credit or the account of the Borrowers or any other Loan
Party against any and all of the obligations of the Borrowers or such Loan Party now or hereafter existing under this Agreement or
any other Loan Document to such Lender or the L/C Issuer, irrespective of whether or not such Lender or the L/C Issuer shall have
made any demand under this Agreement or any other Loan Document and although such obligations of the Borrowers or such Loan
Party may be contingent or unmatured or are owed to a branch or office or Affiliate of such Lender or the L/C Issuer different from
the branch, office or Affiliate holding such deposit or obligated on such indebtedness; provided, that in the event that any Defaulting
Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent
for further application in accordance with the provisions of Section 2.17 and, pending such payment, shall be segregated by such
Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent and the Lenders, and (y)
the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations
owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender, the L/C Issuer and their
respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender,
the L/C Issuer or their respective Affiliates may have. Each Lender and the L/C Issuer agrees to notify the Borrowers and the
Administrative Agent promptly after any such setoff and application, provided that the failure to give such notice shall not affect the
validity of such setoff and application.
11.09    Interest Rate Limitation. Notwithstanding anything to the contrary contained in any Loan Document, the interest
paid or agreed to be paid under the Loan Documents shall not exceed the maximum rate of non-usurious interest permitted by
applicable Law (the “Maximum Rate”). If the Administrative Agent or any Lender shall receive interest in an amount that
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exceeds the Maximum Rate, the excess interest shall be applied to the principal of the Loans or, if it exceeds such unpaid principal,
refunded to the Borrowers. In determining whether the interest contracted for, charged, or received by the Administrative Agent or a
Lender exceeds the Maximum Rate, such Person may, to the extent permitted by applicable Law, (a) characterize any payment that is
not principal as an expense, fee, or premium rather than interest, (b) exclude voluntary prepayments and the effects thereof, and (c)
amortize, prorate, allocate, and spread in equal or unequal parts the total amount of interest throughout the contemplated term of the
Obligations hereunder.
11.10    Integration; Effectiveness. This Agreement, the other Loan Documents, and any separate letter agreements with
respect to fees payable to the Administrative Agent or any L/C Issuer, constitute the entire contract among the parties relating to the
subject matter hereof and supersede any and all previous agreements and understandings, oral or written, relating to the subject
matter hereof. Except as provided in Section 4.01, this Agreement shall become effective when it shall have been executed by the
Administrative Agent and when the Administrative Agent shall have received counterparts hereof that, when taken together, bear the
signatures of each of the other parties hereto, and thereafter shall be binding upon and inure to the benefit of the parties hereto and
their respective successor and assigns.
11.11    Survival of Representations and Warranties. All representations and warranties made hereunder and in any other
Loan Document or other document delivered pursuant hereto or thereto or in connection herewith or therewith shall survive the
execution and delivery hereof and thereof. Such representations and warranties have been or will be relied upon by the
Administrative Agent and each Lender, regardless of any investigation made by the Administrative Agent or any Lender or on their
behalf and notwithstanding that the Administrative Agent or any Lender may have had notice or knowledge of any Default at the
time of any Credit Extension, and shall continue in full force and effect as long as any Loan or any other Obligation hereunder shall
remain unpaid or unsatisfied or any Letter of Credit shall remain outstanding.
11.12        Severability. If any provision of this Agreement or the other Loan Documents is held to be illegal, invalid or
unenforceable, (a) the legality, validity and enforceability of the remaining provisions of this Agreement and the other Loan
Documents shall not be affected or impaired thereby and (b) the parties shall endeavor in good faith negotiations to replace the
illegal, invalid or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of
the illegal, invalid or unenforceable provisions. The invalidity of a provision in a particular jurisdiction shall not invalidate or render
unenforceable such provision in any other jurisdiction. Without limiting the foregoing provisions of this Section 11.12, if and to the
extent that the enforceability of any provisions in this Agreement relating to Defaulting Lenders shall be limited by Debtor Relief
Laws, as determined in good faith by the Administrative Agent, the L/C Issuer or the Swing Line Lender, as applicable, then such
provisions shall be deemed to be in effect only to the extent not so limited.
11.13    Replacement of Lenders. If the Borrowers are entitled to replace a Lender pursuant to the provisions of Section 3.06,
or if any Lender is a Defaulting Lender or a Non-Consenting Lender or if any other circumstance exists hereunder that gives the
Borrowers the right to replace a Lender as a party hereto, then the Borrowers may, at their sole expense and
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effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in
accordance with and subject to the restrictions contained in, and consents required by, Section 11.06), all of its interests, rights (other
than its existing rights to payments pursuant to Sections 3.01 and 3.04) and obligations under this Agreement and the related Loan
Documents to an Eligible Assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts
such assignment), provided that:
(a)    the Borrowers shall have paid to the Administrative Agent the assignment fee (if any) specified in Section 11.06(b);
(b)        such Lender shall have received payment of an amount equal to the outstanding principal of its Loans and L/C
Advances, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Documents
(including any amounts under Section 3.05) from the assignee (to the extent of such outstanding principal and accrued interest and
fees) or the Borrowers (in the case of all other amounts);
(c)    in the case of any such assignment resulting from a claim for compensation under Section 3.04 or payments required to
be made pursuant to Section 3.01, such assignment will result in a reduction in such compensation or payments thereafter;
(d)    such assignment does not conflict with applicable Laws; and
(e)    in the case of an assignment resulting from a Lender becoming a Non-Consenting Lender, the applicable assignee shall
have consented to the applicable amendment, waiver or consent.
A Lender shall not be required to make any such assignment or delegation if, prior thereto, as a result of a waiver by such
Lender or otherwise, the circumstances entitling the Borrowers to require such assignment and delegation cease to apply.
11.14    Governing Law; Jurisdiction; Etc. THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS AND ANY
CLAIMS, CONTROVERSY, DISPUTE OR CAUSE OF ACTION (WHETHER IN CONTRACT OR TORT OR OTHERWISE)
BASED UPON, ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT (EXCEPT,
AS TO ANY OTHER LOAN DOCUMENT, AS EXPRESSLY SET FORTH THEREIN) AND THE TRANSACTIONS
CONTEMPLATED HEREBY AND THEREBY SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH,
THE LAW OF THE STATE OF NEW YORK.
(a)    SUBMISSION TO JURISDICTION. EACH BORROWER AND EACH OTHER LOAN PARTY IRREVOCABLY
AND UNCONDITIONALLY AGREES THAT IT WILL NOT COMMENCE ANY ACTION, LITIGATION OR PROCEEDING OF
ANY KIND OR DESCRIPTION, WHETHER IN LAW OR EQUITY, WHETHER IN CONTRACT OR IN TORT OR
OTHERWISE, AGAINST THE ADMINISTRATIVE AGENT, ANY LENDER, THE L/C ISSUER, OR ANY RELATED PARTY
OF THE FOREGOING IN ANY WAY RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR THE
TRANSACTIONS RELATING HERETO OR THERETO, IN ANY FORUM OTHER THAN THE COURTS OF THE STATE OF
NEW YORK SITTING IN NEW YORK COUNTY AND OF THE UNITED STATES DISTRICT COURT OF THE SOUTHERN
DISTRICT OF NEW
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YORK, AND ANY APPELLATE COURT FROM ANY THEREOF, AND EACH OF THE PARTIES HERETO IRREVOCABLY
AND UNCONDITIONALLY SUBMITS TO THE JURISDICTION OF SUCH COURTS AND AGREES THAT ALL CLAIMS IN
RESPECT OF ANY SUCH ACTION, LITIGATION OR PROCEEDING MAY BE HEARD AND DETERMINED IN SUCH NEW
YORK STATE COURT OR, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN SUCH FEDERAL COURT.
EACH OF THE PARTIES HERETO AGREES THAT A FINAL JUDGMENT IN ANY SUCH ACTION, LITIGATION OR
PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE
JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW. NOTHING IN THIS AGREEMENT OR IN ANY OTHER
LOAN DOCUMENT SHALL AFFECT ANY RIGHT THAT THE ADMINISTRATIVE AGENT, ANY LENDER OR THE L/C
ISSUER MAY OTHERWISE HAVE TO BRING ANY ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR
ANY OTHER LOAN DOCUMENT AGAINST THE BORROWERS OR ANY OTHER LOAN PARTY OR THEIR PROPERTIES
IN THE COURTS OF ANY JURISDICTION TO ENFORCE ITS OBLIGATIONS UNDER ANY LOAN DOCUMENTS.
(b)        WAIVER OF VENUE. EACH BORROWER AND EACH OTHER LOAN PARTY IRREVOCABLY AND
UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY OBJECTION THAT
IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY ACTION OR PROCEEDING ARISING OUT
OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT IN ANY COURT REFERRED TO IN
PARAGRAPH (a) OF THIS SECTION. THE BORROWER AND EACH OTHER LOAN PARTY IRREVOCABLY AND
UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE DEFENSE OF AN
INCONVENIENT FORUM TO THE MAINTENANCE OF SUCH ACTION OR PROCEEDING IN ANY SUCH COURT.
(c)    SERVICE OF PROCESS. EACH PARTY HERETO IRREVOCABLY CONSENTS TO SERVICE OF PROCESS IN
THE MANNER PROVIDED FOR NOTICES IN SECTION 11.02. NOTHING IN THIS AGREEMENT WILL AFFECT THE
RIGHT OF ANY PARTY HERETO TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY APPLICABLE LAW.
(d)        Notwithstanding paragraph (a) above, with respect to any action or proceeding arising out of or relating to this
Agreement or the other Loan Documents involving any Loan Party that is not a U.S. Loan Party, each of the parties hereto (i)
irrevocably agrees to submit to the jurisdiction of any court sitting or with jurisdiction over the State of New York; (ii) waives any
other jurisdiction to which it may be entitled by reason of its present or future domicile or otherwise; and (iii) waives any objection
to those courts on the ground of venue or forum non conveniens.
(e)    Each Loan Party hereby irrevocably designates, appoints and empowers Ichor Systems (the “Process Agent”) as its
designee, appointee and agent to receive, accept and acknowledge for and on its behalf, and in respect of its property, service of any
and all legal process, summons, notices and documents that may be served in any such action or proceeding arising out of or relating
to this Agreement or any other Loan Document, and the Process Agent
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hereby consents to and accepts such appointment on behalf of each Loan Party and hereby notifies Administrative Agent of such
consent and acceptance. Such service may be made by mailing or delivering a copy of such process to such Loan Party in care of the
Process Agent (or any successor thereto, as the case may be) at such Process Agent’s address as set forth in this Agreement and each
such Loan Party hereby irrevocably authorizes and directs the Process Agent (and any successor thereto) to accept such service on its
behalf. If for any reason such designee, appointee and agent shall cease to be available to act as such, each Loan Party that is not a
U.S. Loan Party agrees to designate a new designee, appointee and agent in the United States of America on the terms and for the
purposes of this provision reasonably satisfactory to the Administrative Agent, and further shall at all times maintain an agent for
service of process in the United States of America, so long as there shall be outstanding any Obligations. Each such Loan Party shall
give notice to Administrative Agent of any such appointment of successor agents for service of process, and shall obtain from each
successor agent a letter of acceptance of appointment and promptly deliver the same to Administrative Agent.
11.15        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 AGREEMENT 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
(B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS
AGREEMENT AND THE OTHER LOAN DOCUMENTS BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND
CERTIFICATIONS IN THIS SECTION.
11.16    No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated hereby
(including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), each of the
Loan Parties acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: (i) (A) the arranging and other services
regarding this Agreement provided by the Administrative Agent, the Arrangers and the Lenders and their respective Affiliates are
arm’s-length commercial transactions between the Loan Parties and their respective Affiliates, on the one hand, and the
Administrative Agent, the Arrangers and the Lenders and their respective Affiliates, on the other hand, (B) each of the Loan Parties
has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (C) each of the Loan
Parties is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby
and by the other Loan Documents; (ii) (A) the Administrative Agent, the Arrangers and each Lender and each of their respective
Affiliates each is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not
been, is not, and will not be acting as an advisor, agent or fiduciary for the Loan Parties or any of their respective Affiliates, or any
other Person and (B) neither the Administrative Agent, the Arrangers nor any Lender nor any of
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their respective Affiliates has any obligation to the Loan Parties or any of their respective Affiliates with respect to the transactions
contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (iii) the
Administrative Agent, the Arrangers, the Lenders and their respective Affiliates may be engaged in a broad range of transactions that
involve interests that differ from those of the Loan Parties and their respective Affiliates, and neither the Administrative Agent, the
Arrangers nor any Lender nor any of their respective Affiliates has any obligation to disclose any of such interests to the Loan
Parties or any of their respective Affiliates. To the fullest extent permitted by law, each of the Loan Parties hereby waives and
releases any claims that it may have against the Administrative Agent, the Arrangers and the Lenders and their respective Affiliates
with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction
contemplated hereby.
11.17    Electronic Execution; Electronic Records; Counterparts. This Agreement, any Loan Document (other than the
Singapore Collateral Documents) and any other Communication, including Communications required to be in writing, may be in the
form of an Electronic Record and may be executed using Electronic Signatures. Each of the Loan Parties and each of the
Administrative Agent, the L/C Issuer, the Swingline Lender, and each Lender (collectively, each a “Credit Party”) agrees that any
Electronic Signature on or associated with any Communication shall be valid and binding on such Person to the same extent as a
manual, original signature, and that any Communication 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 thereof to the same extent as if a
manually executed original signature was delivered. Any Communication 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 Communication. For the
avoidance of doubt, the authorization under this paragraph may include, without limitation, use or acceptance of a manually signed
paper Communication which has been converted into electronic form (such as scanned into PDF format), or an electronically signed
Communication converted into another format, for transmission, delivery and/or retention. The Administrative Agent and each of the
Credit Parties may, at its option, create one or more copies of any Communication 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. All Communications 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, neither the Administrative Agent, L/C Issuer nor Swingline Lender is under any 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, L/C Issuer and/or Swingline Lender
has agreed to accept such Electronic Signature, the Administrative Agent and each of the Credit Parties shall be entitled to rely on
any such Electronic Signature purportedly given by or on behalf of any Loan Party and/or any Credit Party without further
verification and (b) upon the request of the Administrative Agent or any Credit Party, any Electronic Signature shall be promptly
followed by such manually executed counterpart. For
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purposes hereof, “Electronic Record” and “Electronic Signature” shall have the meanings assigned to them, respectively, by 15 USC
§7006, as it may be amended from time to time.
Neither the Administrative Agent, L/C Issuer nor Swingline Lender shall be responsible for or have any duty to ascertain or
inquire into the sufficiency, validity, enforceability, effectiveness or genuineness of any Loan Document or any other agreement,
instrument or document (including, for the avoidance of doubt, in connection with the Administrative Agent’s, L/C Issuer’s or
Swingline Lender’s reliance on any Electronic Signature transmitted by telecopy, emailed .pdf or any other electronic means). The
Administrative Agent, L/C Issuer and Swingline Lender shall be entitled to rely on, and shall incur no liability under or in respect of
this Agreement or any other Loan Document by acting upon, any Communication (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 the Loan Documents for being the maker thereof).
Each of the Loan Parties and each Credit Party hereby waives (i) any argument, defense or right to contest the legal effect,
validity or enforceability of this Agreement, any other Loan Document based solely on the lack of paper original copies of this
Agreement, such other Loan Document and (ii) waives any claim against the Administrative Agent, each Credit Party and each
Related Party for any liabilities arising solely from the Administrative Agent’s and/or any Credit Party’s reliance on or use of
Electronic Signatures, including any liabilities arising as a result of the failure of the Loan Parties to use any available security
measures in connection with the execution, delivery or transmission of any Electronic Signature.
11.18    USA PATRIOT Act. Each Lender that is subject to the Act (as hereinafter defined) and the Administrative Agent (for
itself and not on behalf of any Lender) hereby notifies the Borrowers that pursuant to the requirements of the USA PATRIOT Act
(Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the “Act”), it is required to obtain, verify and record information
that identifies each Loan Party, which information includes the name and address of each Loan Party and other information that will
allow such Lender or the Administrative Agent, as applicable, to identify each Loan Party in accordance with the Act. The Borrowers
shall, promptly following a request by the Administrative Agent or any Lender, provide all documentation and other information that
the Administrative Agent or such Lender requests in order to comply with its ongoing obligations under applicable “know your
customer” an anti-money laundering rules and regulations, including the Act.
11.19    Dutch Loan Party Representation. If Holdings is represented by an attorney in connection with the signing and/or
execution of this Agreement or any other agreement, deed or document referred to in or made pursuant to this Agreement, it is
hereby expressly acknowledged and accepted by the other parties to this Agreement that the existence and extent of the attorney's
authority and the effects of the attorney's exercise or purported exercise of his or her authority shall be governed by the laws of the
Netherlands.
11.20    Judgment Currency. If, for the purposes of obtaining judgment in any court, it is necessary to convert a sum due
hereunder or any other Loan Document in one currency into
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another currency, the rate of exchange used shall be that at which in accordance with normal banking procedures the Administrative
Agent could purchase the first currency with such other currency on the Business Day preceding that on which final judgment is
given. The obligation of each Borrower in respect of any such sum due from it to the Administrative Agent or any Lender hereunder
or under the other Loan Documents shall, notwithstanding any judgment in a currency (the “Judgment Currency”) other than that in
which such sum is denominated in accordance with the applicable provisions of this Agreement (the “Agreement Currency”), be
discharged only to the extent that on the Business Day following receipt by the Administrative Agent or such Lender, as the case
may be, of any sum adjudged to be so due in the Judgment Currency, the Administrative Agent or such Lender, as the case may be,
may in accordance with normal banking procedures purchase the Agreement Currency with the Judgment Currency. If the amount of
the Agreement Currency so purchased is less than the sum originally due to the Administrative Agent or any Lender from any
Borrower in the Agreement Currency, such Borrower agrees, as a separate obligation and notwithstanding any such judgment, to
indemnify the Administrative Agent or such Lender, as the case may be, against such loss. If the amount of the Agreement Currency
so purchased is greater than the sum originally due to the Administrative Agent or any Lender in such currency, the Administrative
Agent or such Lender, as the case may be, agrees to return the amount of any excess to such Borrower (or to any other Person who
may be entitled thereto under applicable law).
11.21    Entire Agreement. The Agreement and the other Loan Documents represent the final agreement among the parties
and may not be contradicted by evidence of prior, contemporaneous or subsequent oral agreements of the parties. There are no
unwritten oral agreements among the parties.
11.22    Acknowledgement and Consent to Bail-In of Affected Financial Institutions. Solely to the extent any Lender or
L/C Issuer that is an Affected Financial Institution is a party to this Agreement and notwithstanding anything to the contrary in any
Loan Document or in any other agreement, arrangement or understanding among any such parties, each party hereto acknowledges
that any liability of any Lender or L/C Issuer that is an Affected Financial Institution arising under any Loan Document, to the extent
such liability is unsecured, may be subject to the Write-Down and Conversion Powers of the applicable Resolution Authority and
agrees and consents to, and acknowledges and agrees to be bound by:
(a)        the application of any Write-Down and Conversion Powers by the applicable Resolution Authority to any such
liabilities arising hereunder which may be payable to it by any Lender or L/C Issuer that is an Affected Financial Institution; and
(b)    the effects of any Bail-In Action on any such liability, including, if applicable:
(i)    a reduction in full or in part or cancellation of any such liability;
(ii)        a conversion of all, or a portion of, such liability into shares or other instruments of ownership in such Affected
Financial Institution, its parent undertaking, or a bridge institution that may be issued to it or otherwise conferred on it, and that such
shares or other instruments of ownership will be accepted by it in lieu of any rights with respect to any such liability under this
Agreement or any other Loan Document; or
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(iii)    the variation of the terms of such liability in connection with the exercise of the Write-Down and Conversion Powers
of the applicable Resolution Authority.
11.23    [Intentionally Omitted].
11.24        Amendment and Restatement. This Agreement amends, restates and replaces in its entirety the Existing Credit
Agreement. All rights, benefits, indebtedness, interest, liabilities and obligations of the parties to the Existing Credit Agreement are
hereby amended, restated, replaced and superseded in their entirety according to the terms and provisions set forth herein. The
parties hereto acknowledge and agree that (a) this Agreement, any promissory notes delivered pursuant hereto and the other Loan
Documents executed and delivered in connection herewith do not constitute a novation or termination of the “Obligations” (as
defined in the Existing Credit Agreement) under the Existing Credit Agreement as in effect prior to the Restatement Date and (b)
such “Obligations” are in all respects continuing with only the terms thereof being modified as provided in this Agreement.
11.25        Acknowledgement Regarding Any Supported QFCs. To the extent that the Loan Documents provide support,
through a guarantee or otherwise, for any Swap Contract or any other agreement or instrument that is a QFC (such support, “QFC
Credit Support”, and each such QFC, a “Supported QFC”), the parties acknowledge and agree as follows with respect to the
resolution power of the Federal Deposit Insurance Corporation under the Federal Deposit Insurance Act and Title II of the Dodd-
Frank Wall Street Reform and Consumer Protection Act (together with the regulations promulgated thereunder, the “U.S. Special
Resolution Regimes”) in respect of such Supported QFC and QFC Credit Support (with the provisions below applicable
notwithstanding that the Loan Documents and any Supported QFC may in fact be stated to be governed by the laws of the State of
New York and/or of the United States or any other state of the United States). In the event a Covered Entity that is party to a
Supported QFC (each, a “Covered Party”) becomes subject to a proceeding under a U.S. Special Resolution Regime, the transfer of
such Supported QFC and the benefit of such QFC Credit Support (and any interest and obligation in or under such Supported QFC
and such QFC Credit Support, and any rights in property securing such Supported QFC or such QFC Credit Support) from such
Covered Party will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if the
Supported QFC and such QFC Credit Support (and any such interest, obligation and rights in property) were governed by the laws of
the United States or a state of the United States. In the event a Covered Party or BHC Act Affiliate of a Covered Party becomes
subject to a proceeding under a U.S. Special Resolution Regime, Default Rights under the Loan Documents that might otherwise
apply to such Supported QFC or any QFC Credit Support that may be exercised against such Covered Party are permitted to be
exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if the
Supported QFC and the Loan Documents were governed by the laws of the United States or a state of the United States. Without
limitation of the foregoing, it is understood and agreed that rights and remedies of the parties with respect to a Defaulting Lender
shall in no event affect the rights of any Covered Party with respect to a Supported QFC or any QFC Credit Support.
[signature pages follow]
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the date first above
written.
Borrowers:
ICHOR HOLDINGS, LLC.
By:    
Name:    
Title:    
ICHOR SYSTEMS, INC.
By:    
Name:        
Title:    
Ichor - Credit Agreement
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As a Guarantor and with respect to Section 7.17
ICICLE ACQUISITION HOLDING B.V.
By:                        
Name:                        
Title: Authorized Signatory
ICHOR SYSTEMS SINGAPORE PTE. LTD.
By:                        
Name:                        
Title:
Ichor - Credit Agreement
AmericasActive:19597686.5

BANK OF AMERICA, N.A., as
Administrative Agent
By:    
Name:    
Title:    
BANK OF AMERICA, N.A., as a Lender,
L/C Issuer and Swing Line Lender
By:    
Name:    
Title:    
Ichor - Credit Agreement
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[___], as a Lender
By:
Name:    
Title:    
Ichor - Credit Agreement
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SCHEDULE 2.01
COMMITMENTS
Lender
Term A Commitment
Term A Applicable
Percentage
Revolving Credit
Commitment
Revolving Credit
Commitment
Applicable Percentage
Bank of America, N.A.
$52,500,000.00
35.000000000%
$87,500,000.00
35.000000000%
Truist Bank
$30,000,000.00
20.000000000%
$50,000,000.00
20.000000000%
JPMorgan Chase Bank,
N.A.
$30,000,000.00
20.000000000%
$50,000,000.00
20.000000000%
Regions Bank
$18,750,000.00
12.500000000%
$31,250,000.00
12.500000000%
U.S. Bank, National
Association
$18,750,000.00
12.500000000%
$31,250,000.00
12.500000000%
Total
$150,000,000.00
100.00%
$250,000,000.00
100.00%
Ichor - Credit Agreement
AmericasActive:19597686.5

Exhibit 10.10
ICHOR HOLDINGS, LTD
AMENDED AND RESTATED SELECT SEVERANCE PLAN
INTRODUCTION
The purpose of the Plan is to enable the Company to offer certain protections to Participants if their employment or service with the Employer is
terminated under the circumstances described herein.
The Plan shall apply to Participants employed by or providing service to an Employer on or after the Effective Date and shall not apply to Participants
who terminated employment or service with an Employer prior to the Effective Date.
Unless otherwise expressly provided in the Plan or unless otherwise agreed to in writing between the Company or an Affiliate and a Participant on or
after the date hereof, Participants covered by the Plan shall not be eligible to participate in any other severance or termination plan, policy or practice of the
Employer that would otherwise apply under the circumstances described herein. The Company intends that this Plan, with respect applicable Participants,
qualify as and come within the various exceptions and exemptions under ERISA for an unfunded plan maintained primarily for a select group of management
or highly compensated employees, and any ambiguities in this Plan shall be construed to effect that intent. This document shall constitute both the plan
document and summary plan description and shall be distributed to Participants in this form. Capitalized terms and phrases used herein shall have the meanings
ascribed thereto in Article I.
Article I
DEFINITIONS
For purposes of the Plan, capitalized terms and phrases used herein shall have the meanings ascribed in this Article.
1.1
“Affiliate” shall mean (a) any subsidiary corporation of the Company within the meaning of Section 424(f) of the Code, (b) any corporation,
trade or business (including, without limitation, a partnership or limited liability company) which is directly or indirectly controlled 50% or more (whether by
ownership of stock, assets or an equivalent ownership interest or voting interest) by the Company, or (c) any other entity which is designated as an Affiliate by
the Board or the Committee.
1.2
“Base Salary” shall mean a Participant’s annual base compensation rate for services paid by the Employer to the Participant at the time
immediately prior to the Participant’s termination of employment, as reflected in the Employer’s payroll records, without regard to any reduction giving rise to
Good Reason. Base Salary shall not include commissions, bonuses, overtime pay, incentive compensation, benefits paid under any qualified plan, any group
medical, dental or other welfare benefit plan, non-cash compensation or any other additional compensation, but shall include amounts reduced pursuant to a
Participant’s salary reduction agreement under Section 125, 132(f)(4) or 401(k) of the Code, if any, or a nonqualified elective deferred compensation
arrangement, if any, to the extent that in each such case the reduction is to base salary.
1.3
“Board” shall mean the Board of Directors of the Company.
1.4
“Bonus” shall mean the Participant’s annual target cash performance bonus opportunity relating to the fiscal year in which a Change in
Control shall occur, as determined under an agreement between the Participant and the Employer, or under any written bonus plan, program or arrangement
approved by the Board or the Committee, without regard to any reduction giving rise to Good Reason. Bonus shall not include any other bonus to be paid upon
completion of any specified project or upon the occurrence of a specified event, including, without limitation, a Change in Control.
1.5
“Cause” means the following: (a) in the case where there is no employment agreement or similar agreement in effect between the Company
or an Affiliate and the Participant at the time of the Participant’s Separation from Service, (or where there is such an agreement but it does not define “cause”
(or words of like import)), termination due to a Participant’s insubordination, dishonesty, fraud, incompetence, moral turpitude, willful misconduct, refusal to
perform the Participant’s duties or responsibilities for any reason other than illness or incapacity or materially unsatisfactory performance of the Participant’s
duties for the Company or an Affiliate, as determined by the Board in its good faith discretion; or (b) in the case where there is an employment agreement or
similar agreement in effect between the Company or an Affiliate and the Participant at the time of the Participant’s Separation from Service that defines
“cause” (or words of like import), “cause” as defined under such agreement; provided, however, that with regard to any agreement under which the definition
of “cause” only applies on

occurrence of a Change in Control, such definition of “cause” shall not apply until a Change in Control actually takes place and then only with regard to a
termination thereafter. Termination of the Participant for Cause shall be made by delivery to the Participant of a copy of a resolution duly adopted by the
affirmative vote of not less than a two-thirds super majority of the Board at a meeting of the Board called and held for that purpose (after 10 days prior written
notice to the Participant and a reasonable opportunity for the Participant to cure such conditions constituting Cause in all material respects, if curable, and to be
heard before the Board prior to such vote) finding that in the good faith judgment of the Board, the Participant was guilty of conduct set forth in any of clauses
(a) and (b) above and specifying the particulars thereof.
1.6
“Change in Control” shall mean the consummation of any of the following events: (a) any “person,” as such term is used in Sections 13(d)
and 14(d) of the Exchange Act. or group of “persons” (acting in concert), (other than the Company, any trustee or other fiduciary holding securities under any
employee benefit plan of the Company, or any company owned, directly or indirectly, by the shareholders of the Company in substantially the same proportions
as their ownership of equity interests of the Company), becoming the beneficial owner (as defined in Rule 13d-3 under the Exchange Act), directly or
indirectly, of securities of the Company representing 50% or more of the combined voting power of the Company’s then outstanding securities; (b) a merger or
consolidation of the Company with any other operating corporation (or other operating entity) or its Affiliate, other than a merger or consolidation that would
result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being
converted into voting securities of the surviving entity) 60% or more of the combined voting power of the voting securities of the Company or such surviving
entity outstanding immediately after such merger or consolidation; provided, however, that a merger or consolidation effected to implement a recapitalization
of the Company (or similar transaction) in which no Person (other than those covered by the exceptions in Section 1.6(a)) acquires more than 40% of the
combined voting power of the Company’s then outstanding securities shall not constitute a Change in Control of the Company; or (d) a complete liquidation or
dissolution of the Company or the consummation of a sale or disposition by the Company of all or substantially all of the Company’s assets other than the sale
or disposition of all or substantially all of the assets of the Company to a person or persons who beneficially own, directly or indirectly. 50% or more of the
combined voting power of the outstanding voting securities of the Company at the time of the sale.
Notwithstanding anything herein to the contrary and except with respect to a Change in Control event described in Section 1.6(b), a Change in Control shall be
deemed to have occurred under this Section 1.6 solely upon the occurrence of the closing of the transaction giving rise to the Change in Control event.
Notwithstanding anything herein to the contrary, none of the foregoing events shall be deemed to be a “Change in Control” unless such event constitutes a
“change in control event” within the meaning of Code Section 409A.
1.7
“Change in Control Related Termination” means a Pre-Change in Control Termination or a Post-Change in Control Termination, as
applicable.
1.8
“COBRA” shall mean the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended.
1.9
“Code” shall mean the Internal Revenue Code of 1986, as amended.
1.10
“Code Section 409A” shall mean Section 409A of the Code together with the treasury regulations and other official guidance promulgated
thereunder.
1.11
“Committee” shall mean the Compensation, Nominating and Corporate Governance Committee of the Board or such other committee
appointed by the Board from time to time to administer the Plan.
1.12
“Company” shall mean Ichor Holdings, Ltd. and any successor as provided in Article VI hereof.
1.13
“Continuation Period” shall mean a period commencing on the date of a Participant’s Separation from Service (or the date of the Change in
Control in the event of a Pre-Change in Control Termination as a result of a Participant’s resignation for Good Reason) until the earliest of:
(a)
solely in the event of a Non-Change in Control Termination, the expiration of the period during which the Participant is receiving
Severance Payments;
(b)
solely in the Event of a Change in Control Related Termination, eighteen (18) months (or, twenty-four (24) months with respect to a
Participant with the title “Chief Executive Officer” who experiences a Change in Control Related Termination) from such date;

(c)
the date the Participant becomes eligible for coverage under the health insurance plan of a subsequent employer; and
(d)
the date the Participant or the Participant’s eligible dependents, as the case may be, cease to be eligible under COBRA.
1.14
“Continued Health Coverage” shall mean the benefit set forth in Section 2.2(b) of the Plan.
1.15
“Delay Period” shall mean the period commencing on the date the Participant incurs a Separation from Service from the Employer until the
earlier of (a) the six (6)-month anniversary of the date of such Separation from Service and (b) the date of the Participant’s death.
1.16
“Director” shall mean a non-employee member of the Board.
1.17
“Director Event” shall mean, with respect to a Director, the consummation of a Change in Control.
1.18
“Disability” shall mean a Participant’s disability that qualifies under the Employer’s long-term disability plan without regard to any waiting
periods set forth in such plan.
1.19
“Effective Date” shall mean May 24, 2022.
1.20
“Eligible Employee” shall mean any (i) executive-level employee of the Employer subject to Section 16 of the Exchange Act, (ii) with
respect to Section 2.1(a)(i) of the Plan only, employees of the Employer with the title “Vice President”, and (iii) employees otherwise designated in writing by
the Committee to participate in the Plan.
1.21
“Employer” shall mean the Company and any Affiliate.
1.22
“Equity Vesting” shall mean the benefit set forth in Section 2.2(b) of the Plan.
1.23
“ERISA” shall mean the Employee Retirement Income Security Act of 1974, as amended.
1.24
“Exchange Act” shall mean the Securities Exchange Act of 1934, as amended.
1.25
“Good Reason” shall mean the occurrence of any of the following events, without the Participant’s express written consent, provided the
Participant gives notice to the Employer of the Good Reason event within thirty (30) days after the Participant has knowledge of the Good Reason event and
such events are not fully corrected in all material respects by the Employer within thirty (30) days following receipt of the Participant’s written notification: (a)
a material diminution in the nature or scope of the Participant’s responsibilities, duties or authority (except in connection with the termination of the
Participant’s employment for Cause or due to Disability, or temporarily as a result of the Participant’s illness or other absence); (b) the Company’s material
breach of any employment agreement or similar agreement to which the Company and Participant are parties; (c) the Company’s relocation of its principal
offices more than fifty (50) miles from the prior location; (d) a reduction in the Participant’s Base Salary or target Bonus other than, for both Base Salary and
target Bonus individually, a temporary reduction lasting not more than twelve (12) continuous months of not more than twenty percent (20%) that also is
applied to substantially all other executive officers of the Company; or (e) the failure of any successor to the Company to assume the Plan.
1.26
“Non-Change in Control Termination” shall mean a termination event described in Section 2.1(a)(i) of the Plan.
1.27
 “Participant” shall mean any Eligible Employee or Director who is eligible to receive Severance Benefits under the Plan.
1.28
“Plan” shall mean the Amended and Restated Ichor Holdings, Ltd. Select Severance Plan.
1.29
“Post-Change in Control Termination” shall mean a termination event described in Section 2.1(a)(ii) of the Plan.
1.30
 “Pre-Change in Control Termination” shall mean a termination event described in Section 2.1(a)(ii) of the Plan.
1.31
“Pro-Rata Bonus” shall mean the payment set forth in Section 2.2(d) of the Plan.

1.32
“Separation from Service” shall mean a Participant’s termination or significant reduction of services with the Employer, provided that such
termination or reduction constitutes a separation from service within the meaning of Code Section 409A and the guidance issued thereunder. All references in
the Plan to a “termination,” “termination of employment” or like terms shall mean Separation from Service.
1.33
“Severance Benefits” shall mean, as applicable, the Severance Payment, the Continued Health Coverage, the Equity Vesting and the Pro-
Rata Bonus.
1.34
“Severance Payment” shall mean the payments set forth in Section 2.2(a) of the Plan.
1.35
“Specified Employee” shall mean a Participant who, as of the date of his or her Separation from Service, is deemed to be a “specified
employee” within the meaning of that term under Section 409A(a)(2)(B) of the Code and using the identification methodology selected by the Employer from
time to time in accordance therewith, or if none, the default methodology set forth therein.
Article II
SEVERANCE BENEFITS
2.1
Eligibility for Severance Benefits.
(a)
Qualifying Event for an Eligible Employee or Director.
(i)
Non-Change in Control Termination. If, at any time prior to a Change in Control, the employment of a Participant is
terminated by the Employer without Cause (and solely with respect to the Chief Executive Officer, upon resignation for Good Reason) (a
“Non-Change in Control Termination”), then the Employer shall pay or provide the Participant with the Severance Payment, the Continued
Health Coverage, and the Pro-Rata Bonus pursuant to the terms set forth herein.
(ii)
Change in Control Related Termination. If, during the ninety (90) day period prior to the date of the Company’s
consummation of a Change in Control (a “Pre-Change in Control Termination”) or the period commencing on the date of a Change in
Control and ending twelve (12) months thereafter (a “Post-Change in Control Termination”), the employment of a Participant is terminated
by the Employer without Cause or by the Participant for Good Reason, then the Employer shall pay or provide the Participant with the
Severance Payment, the Continued Health Coverage, the Equity Vesting, and the Pro-Rata Bonus pursuant to the terms set forth herein, and
in the event of a Pre-Change in Control Termination, the foregoing Severance Benefits shall be in lieu of any Severance Benefits the
Participant is entitled to under Section 2. l(a)(i).
(iii)
Director Event. Upon the occurrence of a Director Event, Directors shall be entitled to severance pursuant to the terms set
forth herein.
(b)
Non-Qualifying Events for an Eligible Employee. A Participant shall not be entitled to Severance Benefits under the Plan if the
Participant’s employment is terminated (i) by the Employer for Cause, (ii) by a Participant for any reason, except with respect to a resignation for
Good Reason during the periods set forth in this Section 2.1, or (iii) on account of the Participant’s death or Disability. For the avoidance of doubt, a
Participant with the title “Vice President” shall not be eligible to receive any benefits provided pursuant to Section 2.1(a)(ii) hereof.
2.2
Severance Benefits. In the event that a Participant becomes entitled to benefits pursuant to Section 2.1(a) hereof, the Employer shall pay or
provide the Participant, in addition to any accrued but unpaid compensation (whether in the form of Participant’s earned Base Salary, Bonus or otherwise), with
the applicable Severance Benefits as follows:
(a)
Severance Payment for an Eligible Employee. Subject to the provisions of Sections 2.3 through 2.8, the Employer shall pay to the
Participant the following:
(i)
Non-Change in Control Termination. In the event of a Non-Change in Control Termination, the Employer shall pay the
Participant an amount in cash equal to one-twelfth (1/12) of the Participant’s Base Salary, payable monthly in accordance with the
Company’s normal payroll practices for a period of (x) nine (9) months if the Participant has the title “Vice President” and (y) twelve (12)
months if the Participant has a title other than “Vice President” (but for the Chief Executive Officer, eighteen (18) months) following the
Participant’s Separation from

Service, with the first payment thereof paid on the sixtieth (60th) day following the date of the Participant’s Separation from Service (or, if
earlier and to the extent permitted by Code Section 409A, as soon as practicable following the effective date of the release described in
Section 2.5), which first payment shall include any amounts that would have been otherwise payable to the Participant during such period.
Notwithstanding the foregoing or anything in the Plan to the contrary, to the extent required by Code Section 409A, the payment of the
Severance Payments under this Section 2.2(a)(i) shall be subject to the Delay Period as provided in Section 7.8(b) hereof.
(ii)
Change in Control Related Termination. In the event of a Change in Control Related Termination, the Employer shall pay
the Participant a lump sum amount in cash equal to the sum of Participant’s Base Salary plus Bonus, multiplied by 1.5 (but for the Chief
Executive Officer, such sum multiplied by two (2)). Notwithstanding the foregoing or anything in the Plan to the contrary, (A) to the extent
required by Code Section 409A, the payment of the Severance Payments under this Section 2.2(a)(ii) shall be subject to the Delay Period as
provided in Section 7.8(b) hereof, and (B) to the extent Code Section 409A would not permit a lump sum payment pursuant to this Section
2.2(a)(ii) with respect to amounts set forth in Section 2.2(a)(i), such amounts shall be paid pursuant to the schedule set forth in Section 2.2(a)
(i).
(b)
Continued Health Coverage for an Eligible Employee. Subject to the provisions of Sections 2.3 through 2.8 and a Participant’s
timely election pursuant to COBRA, during the Continuation Period the Employer shall pay the employer-portion of continued coverage pursuant to
COBRA, for the Participant and the Participant’s eligible dependents, under the Employer’s group health plans in which the Participant participated
immediately prior to the date of termination of the Participant’s employment or materially equivalent plans maintained by the Company in
replacement thereof. Following the Continuation Period, the Participant (or, if applicable, the Participant’s qualified beneficiaries under COBRA) shall
be entitled to such continued coverage for the remainder of the COBRA period, if any, on a fully self-paid basis to the extent eligible under COBRA.
In the event Continued Health Coverage cannot be provided to the Participant during the Continuation Period without subjecting the Company or the
Participant to penalties under applicable law, the Company may alter the manner in which Continued Health Coverage is provided; provided, the after-
tax cost to the Participant of such benefits shall not be greater than the cost applicable to similarly situated executives who remain actively employed
by the Company.
(c)
Accelerated Vesting of Equity Awards. The Equity Vesting under this Section 2.2(c) shall apply only in the event of a Change in
Control Related Termination or a Director Event. Subject to the provisions of Sections 2.3 and 2.4 and Sections 2.6 through 2.8, to the extent not
vested immediately prior to a Change in Control, all stock based awards granted to the Participant prior to the Change in Control under the Company’s
equity plans, each as amended, including, but not limited to, the Company’s 2016 Omnibus Incentive Plan and 2012 Equity Incentive Plan, or any
predecessor or successor plan(s) thereto, that are outstanding as of the date of the Change in Control (including, but not limited to, stock options and
shares of restricted stock), or, in the event such stock based awards are not assumed or substituted by the successor in connection with such Change in
Control, outstanding immediately prior to the date of the Change in Control, shall become fully vested as of the date of the Change in Control Related
Termination. Any stock option, stock appreciation right or similar award that provides for a Participant-elected exercise shall become fully exercisable
and will remain exercisable for the applicable period following termination as specified in the applicable equity plan and/or the applicable award
agreement. In the case of restricted stock or similar awards that are not subject to a Participant-elected exercise, the Company shall remove any
restrictions (other than restrictions required by Federal securities law) or conditions in respect of such award as of the date of the Participant’s Change
in Control Related Termination. For the avoidance of doubt, this Section 2.2(b) shall apply to any equity awards that, in connection with a Change in
Control, (1) are granted as replacement of the equity awards held by the Participant immediately prior to the Change in Control, and (2) are
outstanding immediately prior to the Change in Control, but are not assumed or substituted by the successor in connection with such Change in
Control. Subject to the provisions of Sections 2.3 and 2.4 and Sections 2.6 through 2.8, to the extent not vested immediately prior to a Change in
Control, all stock based awards granted to a Director shall become fully vested as of the date of a Director Event.
(d)
Pro-Rata Bonus for an Eligible Employee. The Pro-Rata Bonus under this Section 2.2(d) shall apply in the event of either a Non-
Change in Control Termination or a Change in Control Related Termination. Subject to the provisions of Sections 2.3 through 2.8, the Participant shall
be entitled to receive a pro rata portion (based on the completed number of months of employment during the applicable performance period) of the
Participant’s Bonus for the performance period in which the Participant’s Separation from Service occurs, calculated based on actual results for such
performance period, payable at the time that the performance bonus would otherwise be paid. For the avoidance of doubt, a Pro-Rata

Bonus shall not be based on any bonus to be paid upon completion of any specified project or upon occurrence of a specified event, including, without
limitation, a Change in Control.
2.3
Prior Agreements. The Severance Benefits under this Plan shall supersede and be in lieu of any severance benefits and/or payments
provided under the Plan as in effect prior to the Effective Date or under any other agreements, arrangements or severance plans by and between the Participant
and the Employer, except to the extent any other such agreements, arrangements or severance plans entered into after the Effective Date specifically state that
they supersede this Plan, or to the extent a Participant’s employment or similar agreement provides for severance benefits that, in the aggregate, are more
favorable to the Participant (in which case, such greater benefits will be paid under this Plan).
2.4
No Duty to Mitigate/Set-off. No Participant entitled to receive Severance Benefits hereunder shall be required to seek other employment or
to attempt in any way to reduce any amounts payable to the Participant by the Company or Employer pursuant to the Plan, and there shall be no offset against
any amounts due to the Participant under the Plan on account of any remuneration attributable to any subsequent employment that the Participant may obtain or
otherwise. The amounts payable hereunder shall not be subject to setoff, counterclaim, recoupment, defense or other right which the Employer may have
against the Participant. In the event of the Participant’s breach of any provision hereunder, including without limitation, Sections 2.5 (other than as it applies to
a release of claims under the Age Discrimination in Employment Act, as amended), 2.7 and 2.8 hereof, the Company shall be entitled to recover any payments
previously made to the Participant hereunder. Severance Benefits shall be reduced (offset) by any amounts payable under any statutory entitlement (including
notice of termination, termination pay and/or severance pay) of the Participant upon a termination of employment, including, without limitation, any payments
related to an actual or potential liability under the Worker Adjustment and Retraining Notification Act (WARN) or similar state or local law.
2.5
Release Required. Any Severance Benefits (other than the Equity Vesting) payable or to be provided pursuant to the Plan shall be
conditioned upon the Participant’s execution and non-revocation of a release substantially in the form attached as Appendix A hereto (with such changes
thereon as are legally necessary at the time of execution to make it enforceable, including, but not limited to the addition of any federal, state or local laws) (the
“Release”). The Company shall provide the release to the Participant within seven (7) days following the date of the Participant’s Separation from Service. Any
release must be executed and become non-revocable during the period set forth in the release, but in any event no later than sixty (60) days following
Participant’s Separation from Service.
2.6
Code Section 280G.
(a)
In the event it is determined pursuant to clause (b) below, that part or all of the consideration, compensation or benefits to be paid to
the Participant under the Plan in connection with the Participant’s termination of employment following a Change in Control or under any other plan,
arrangement or agreement in connection therewith (each a “Payment”), constitutes a “parachute payment” (or payments) under Section 280G(b)(2) of
the Code, then, if the aggregate present value of such parachute payments (the “Parachute Amount”) exceeds 2.99 times the Participant’s “base
amount,” as defined in Section 280G(b)(3) of the Code (the “Participant Base Amount”) and would be subject to the excise tax imposed by Section
4999 of the Code (the “Excise Tax”), the amounts constituting “parachute payments” which would otherwise be payable to or for the benefit of the
Participant shall be reduced to the extent necessary so that the Parachute Amount is equal to 2.99 times the Participant Base Amount; provided,
however, that the foregoing reduction shall be made only if and to the extent that such reduction would result in an increase in the aggregate Payment
to be provided, determined on a net after-tax basis (taking into account the Excise Tax imposed, any tax imposed by any comparable provision of state
law, and any applicable federal, state and local income taxes).
(b)
Any determination that a Payment constitutes a parachute payment and any calculation described in this Section 2.6
(“determination”) shall be made by the independent public accountants for the Company, and may, at the Company’s election, be made prior to
termination of the Participant’s employment where the Company determines that a Change in Control is imminent. Such determination shall be
furnished in writing no later than thirty (30) days following the date of the Change in Control by the accountants to the Participant. If the Participant
does not agree with such determination, he may give notice to the Company within ten (10) days of receipt of the determination from the accountants
and, within fifteen (15) days thereafter, accountants of the Participant’s choice must deliver to the Company their determination that in their judgment
complies with the Code. If the two accountants cannot agree upon the amount to be paid to the Participant pursuant to this Section 2.6 within ten days
of the delivery of the statement of the Participant’s accountants to the Company, the two accountants shall choose a third accountant who shall deliver
their determination of the appropriate amount to be paid to the Participant pursuant to this Section 2.6, which determination shall be final. If the final
determination provides for the

payment of a greater amount than that proposed by the accountants of the Company, then the Company shall pay all of the Participant’s costs incurred
in contesting such determination and all other costs incurred by the Company with respect to such determination. However, if the determination of the
accountants of the Company is supported by the third accountant, the Participant shall pay all reasonable costs incurred by both the Company and the
Participant with respect to the determination.
(c)
If the final determination made pursuant to clause (b) above results in a reduction of the Payments that would otherwise be paid to
the Participant except for the application of Section 2.6(a), the Equity Vesting shall be eliminated or reduced to the extent necessary in order to not
exceed the limitation under Section 2.6(a), then, to the extent necessary pursuant to Section 2.6(a), the Severance Payment shall be reduced, and,
finally, to the extent necessary pursuant to Section 2.6(a), the Continued Health Coverage shall be reduced. Within ten days following such
determination, the Company shall pay to or distribute to or for the benefit of the Participant such amounts as are then due to the Participant under the
Plan and shall promptly pay to or distribute to or for the benefit of the Participant in the future such amounts as become due to the Participant under
the Plan.
(d)
As a result of the uncertainty in the application of Section 280G of the Code at the time of a determination hereunder, it is possible
that payments will be made by the Company which should not have been made under Section 2.6(a) (an “Overpayment”) or that additional payments
which are not made by the Company pursuant to Section 2.6(a) above should have been made (an “Underpayment”). In the event that there is a final
determination by the Internal Revenue Service, or a final determination by a court of competent jurisdiction, that an Overpayment has been made, any
such Overpayment shall be treated for all purposes as a loan to the Participant to the extent permitted by law, which the Participant shall repay to the
Company together with interest at the applicable Federal rate provided for in Section 7872(f)(2) of the Code. Nothing in this Section 2.6 is intended to
violate the Sarbanes-Oxley Act of 2002 and to the extent that any advance or repayment obligation hereunder would do so, such obligation shall be
modified so as to make the advance a nonrefundable payment to the Participant and the repayment obligation null and void to the extent required by
such Act. In the event that there is a final determination by the Internal Revenue Service, a final determination by a court of competent jurisdiction or
a change in the provisions of the Code or regulations pursuant to which an Underpayment arises under the Plan, any such Underpayment shall be
promptly paid by the Company to or for the benefit of the Participant, together with interest at the applicable Federal rate provided for in Section
7872(f)(2) of the Code.
2.7
Restrictive Covenants. As a condition to receiving Severance Benefits (other than the Equity Vesting), the Participant shall be subject to the
restrictive covenants described in the Release. Upon the Participant’s timely execution and non-revocation of the Release, the restrictive covenants contained
therein shall supersede any restrictive covenants contained in any agreement or arrangement between the Employer and the Participant, including any
employment agreement.
2.8
Cooperation. By accepting the Severance Benefits under the Plan, subject to the Participant’s other commitments, the Participant agrees to
be reasonably available to cooperate (but only truthfully) with the Employer and the Company and provide information as to matters which the Participant was
personally involved, or has information on, during the Participant’s employment with the Employer and which are or become the subject of litigation or other
dispute.
Article III
UNFUNDED PLAN
3.1
Unfunded Status. The Plan shall be “unfunded” for the purposes of ERISA and the Code, and Severance Payments shall be paid out of the
general assets of the Employer as and when Severance Payments are payable under the Plan. All Participants shall be solely unsecured general creditors of the
Company and the Employer. If the Company decides in its sole discretion to establish any advance accrued reserve on its books against the future expense of
the Severance Payments payable hereunder, or if the Company decides in its sole discretion to fund a trust under the Plan, such reserve or trust shall not under
any circumstances be deemed to be an asset of the Plan.
Article IV
ADMINISTRATION OF THE PLAN
4.1
Plan Administrator. The general administration of the Plan on behalf of the Company (as plan administrator under Section 3(16)(A) of
ERISA) shall be placed with the Committee.

4.2
Reimbursement of Expenses of Plan Committee. The Company may, in its sole discretion, pay or reimburse the members of the
Committee for all reasonable expenses incurred in connection with their duties hereunder, including, without limitation, expenses of outside legal counsel.
4.3
Action by the Plan Committee. Decisions of the Committee shall be made by a majority of its members attending a meeting at which a
quorum is present (which meeting may be held telephonically), or by written action in accordance with applicable law. Subject to the terms of the Plan and
provided that the Committee acts in good faith, the Committee shall have complete authority to determine a Participant’s participation and Severance Benefits
under the Plan, to interpret and construe the provisions of the Plan, and to make decisions in all disputes involving the rights of any person interested in the
Plan.
4.4
Delegation of Authority. Subject to the limitations of applicable law, the Committee may delegate any and all of its powers and
responsibilities hereunder to other persons by formal resolution filed with and accepted by the Board. Any such delegation shall not be effective until it is
accepted by the Board and the persons designated, and may be rescinded at any time by written notice from the Committee to the person to whom the
delegation is made.
4.5
Retention of Professional Assistance. The Committee may employ such legal counsel, accountants and other persons as may be required in
carrying out its work in connection with the Plan.
4.6
Accounts and Records. The Committee shall maintain such accounts and records regarding the fiscal and other transactions of the Plan and
such other data as may be required to carry out its functions under the Plan and to comply with all applicable laws.
4.7
Indemnification. The Committee, its members and any person designated pursuant to Section 4.4 above shall not be liable for any action or
determination made in good faith with respect to the Plan. The Employer shall, to the fullest extent permitted by law, indemnify and hold harmless each
member of the Committee and each director, officer and employee of the Employer, and any person designated above, for liabilities or expenses they and each
of them incur in carrying out their respective duties under the Plan, other than for any liabilities or expenses arising out of such individual’s willful misconduct
or fraud.
Article V
AMENDMENT AND TERMINATION
5.1
Amendment and Termination. The Company reserves the right to amend or terminate, in whole or in part, any or all of the provisions of the
Plan by action of the Board (or a duly authorized committee thereof) at any time, provided that in no event shall any amendment, except for amendments
pursuant to Section 7.8(a), reducing the Severance Benefits provided hereunder or any Plan termination be effective prior to the later of (A) the third (3rd)
anniversary of the Effective Date and (B) one year after the Company provides written notice to the Participant that it wishes to amend or terminate this Plan
and the nature of the amendments, if applicable, and further provided, that the Company shall not amend or terminate the Plan at any time after (i) the
occurrence of a Change in Control or (ii) the date the Company enters into a definitive agreement which, if consummated, would result in a Change in Control,
unless the potential Change in Control is abandoned (as publicly announced by the Company), in either case until two (2) years after the occurrence of a
Change in Control, provided that all Severance Benefits under the Plan have been paid.
Article VI
SUCCESSORS
For purposes of the Plan, the Company shall include any and all successors or assignees, whether direct or indirect, by purchase, merger, consolidation
or otherwise, to all or substantially all the business or assets of the Company, and such successors and assignees shall perform the Company’s obligations under
the Plan, in the same manner and to the same extent that the Company, would be required to perform if no such succession or assignment had taken place. In
the event the surviving corporation in any transaction to which the Company is a party is a subsidiary of another corporation, then the ultimate parent
corporation of such surviving corporation shall cause the surviving corporation to perform the Plan in the same manner and to the same extent that the
Company would be required to perform if no such succession or assignment had taken place. In such event, the term “Company” as used in the Plan, shall
mean the Company, as hereinbefore defined and any successor or assignee (including the ultimate parent corporation) to the business or assets of the Company,
which by reason hereof becomes bound by the terms and provisions of the Plan.

Article VII
MISCELLANEOUS
7.1
Minors and Incompetents. If the Committee shall find that any person to whom Severance Benefits are payable under the Plan is unable to
care for his or her affairs because of illness or accident, or is a minor, any Severance Benefits due (unless a prior claim therefore shall have been made by a
duly appointed guardian, committee or other legal representative) may be paid to the spouse, child, parent, or brother or sister, or to any person deemed by the
Committee to have incurred expense for such person otherwise entitled to the Severance Benefits, in such manner and proportions as the Committee may
determine in its sole discretion. Any such Severance Benefits shall be a complete discharge of the liabilities of the Company, the Employer, the Committee, and
the Board under the Plan.
7.2
Limitation of Rights. Nothing contained herein shall be construed as conferring upon a Participant the right to continue in the employ of the
Employer as an employee in any other capacity or to interfere with the Employer’s right to discharge him or her at any time for any reason whatsoever.
7.3
Payment Not Salary. Any Severance Benefits payable under the Plan shall not be deemed salary or other compensation to the Participant for
the purposes of computing benefits to which he or she may be entitled under any pension plan or other arrangement of the Employer maintained for the benefit
of its employees, unless such plan or arrangement provides otherwise.
7.4
Severability. In case any provision of the Plan shall be illegal or invalid for any reason, said illegality or invalidity shall not affect the
remaining parts hereof, but the Plan shall be construed and enforced as if such illegal and invalid provision never existed.
7.5
Withholding. The Company and/or the Employer shall have the right to make such provisions as it deems necessary or appropriate to satisfy
any obligations it may have to withhold federal, state or local income or other taxes incurred by reason of payments pursuant to the Plan. In lieu thereof, the
Company and/or the Employer shall have the right to withhold the amounts of such taxes from any other sums due or to become due from the Company and/or
the Employer to the Participant upon such terms and conditions as the Committee may prescribe.
7.6
Non-Alienation of Benefits. The Severance Benefits payable under the Plan shall not be subject to alienation, transfer, assignment,
garnishment, execution or levy of any kind, and any attempt to cause any Severance Benefits to be so subjected shall not be recognized.
7.7
Governing Law. To the extent legally required, the Code and ERISA shall govern the Plan and, if any provision hereof is in violation of any
applicable requirement thereof, the Company reserves the right to retroactively amend the Plan to comply therewith. To the extent not governed by the Code
and ERISA, the Plan shall be governed by the laws of the State of California, without reference to rules relating to conflicts of law.
7.8
Code Section 409A.
(a)
General. Although the Employer makes no guarantee with respect to the tax treatment of payments hereunder and shall not be
responsible in any event with regard to non-compliance with Code Section 409A, the Plan is intended to either comply with, or be exempt from, the
requirements of Code Section 409A. To the extent that the Plan is not exempt from the requirements of Code Section 409A, the Plan is intended to
comply with the requirements of Code Section 409A and shall be limited, construed and interpreted in accordance with such intent. Accordingly, the
Company reserves the right to amend the provisions of the Plan at any time and in any manner without the consent of Participants solely to comply
with the requirements of Code Section 409A and to avoid the imposition of an excise tax under Code Section 409A on any payment to be made
hereunder, provided that there is no reduction in the Severance Benefits hereunder. Notwithstanding the foregoing, in no event whatsoever shall the
Employer be liable for any additional tax, interest or penalty that may be imposed on a Participant by Code Section 409A or any damages for failing to
comply with Code Section 409A.
(b)
Separation from Service; Delay Period for Specified Employees. A termination of employment shall not be deemed to have occurred
for purposes of any provision of the Plan providing for the payment of any amounts or benefits upon or following a termination of employment unless
such termination is also a Separation from Service. If a Participant is deemed on the date of termination to be a Specified Employee, then with regard
to any payment that is specified as subject to this Section, such payment shall not be made prior to the expiration of the Delay Period. All payments
delayed pursuant to this Section 7.8(b) (whether they would have otherwise been payable in a single lump sum or in installments in the absence of
such delay) shall be paid to the Participant in a single lump sum on the first Company payroll date on or following the first day following the
expiration of the Delay Period, and any

remaining payments and benefits due under the Plan shall be paid or provided in accordance with the normal payment dates specified for them herein.
(c)
Separate Payments and No Participant Discretion. For purposes of Code Section 409A, the Participant’s right to receive any
installment payments pursuant to this Plan shall be treated as a right to receive a series of separate and distinct payments. Whenever a payment under
this Agreement specifies a payment period with reference to a number of days (e.g., “payment shall be made within thirty (30) days following the date
of termination”), the actual date of payment within the specified period shall be within the sole discretion of the Employer.
7.9
Non-Exclusivitv. The adoption of the Plan by the Company shall not be construed as creating any limitations on the power of the Company
to adopt such other supplemental retirement income arrangements as it deems desirable, and such arrangements may be either generally applicable or limited in
application.
7.10
Non-Emplovment. The Plan is not an agreement of employment and it shall not grant the Participant any rights of employment.
7.11
Headings and Captions. The headings and captions herein are provided for reference and convenience only. They shall not be considered
part of the Plan and shall not be employed in the construction of the Plan.
7.12
Gender and Number. Whenever used in the Plan, the masculine shall be deemed to include the feminine and the singular shall be deemed to
include the plural, unless the context clearly indicates otherwise.
7.13
Communications. All announcements, notices and other communications regarding the Plan will be made by the Company and/or the
Employer in writing.
7.14
Legal Fees. This Section 7.14 shall apply only in the event of a Change in Control Related Termination. In the event that a Participant
substantially prevails in a litigation between the Participant and the Company arising in connection with such Participant’s attempt to obtain or enforce any
right or benefit provided by the Plan, the Company agrees to pay the reasonable attorney’s fees and other legal expenses incurred by such Participant in
pursuing such litigation, including a reasonable rate of interest for delayed payment.
Article VIII
WHAT ELSE A PARTICIPANT NEEDS TO KNOW ABOUT THE PLAN
8.1
Claims Procedure. Any claim by a Participant with respect to eligibility, participation, contributions, benefits or other aspects of the
operation of the Plan shall be made in writing to a person designated by the Committee from time to time for such purpose. If the designated person receiving a
claim believes, following consultation with the Chairman of the Committee, that the claim should be denied, he or she shall notify the Participant in writing of
the denial of the claim within ninety (90) days after his or her receipt thereof. This period may be extended an additional ninety (90) days in special
circumstances and, in such event, the Participant shall be notified in writing of the extension, the special circumstances requiring the extension of time and the
date by which the Committee expects to make a determination with respect to the claim. If the extension is required due to the Participant’s failure to submit
information necessary to decide the claim, the period for making the determination will be tolled from the date on which the extension notice is sent until the
date on which the Participant responds to the Plan’s request for information. If a claim is denied in whole or in part, or any adverse benefit determination is
made with respect to the claim, the Participant will be provided with a written notice setting forth (a) the specific reason or reasons for the denial making
reference to the pertinent provisions of the Plan or of Plan documents on which the denial is based, (b) a description of any additional material or information
necessary to perfect or evaluate the claim, and explain why such material or information, if any, is necessary, and (c) inform the Participant of his or her right to
request review of the decision.
The notice shall also provide an explanation of the Plan’s claims review procedure and the time limits applicable to such procedure, as well as a
statement of the Participant’s right to bring a civil action under Section 502(a) of ERISA following an adverse benefit determination on review. If a Participant
is not notified (of the denial or an extension) within ninety (90) days from the date the Participant notifies the Plan Administrator, the Participant may request a
review of the application as if the claim had been denied.
A Participant may appeal the denial of a claim by submitting a written request for review to the Committee, within sixty (60) days after written
notification of denial is received. Receipt of such denial shall be deemed to have occurred if the notice of denial is sent via first class mail to the Participant’s
last shown address on the books of the

Employer. Such period may be extended by the Committee for good cause shown. The claim will then be reviewed by the Committee. In connection with this
appeal, the Participant (or his or her duly authorized representative) may (a) be provided, upon written request and free of charge, with reasonable access to
(and copies of) all documents, records, and other information relevant to the claim, and (b) submit to the Committee written comments, documents, records,
and other information related to the claim. If the Committee deems it appropriate, it may hold a hearing as to a claim. If a hearing is held, the Participant shall
be entitled to be represented by counsel.
The review by the Committee will take into account all comments, documents, records, and other information the Participant submits relating to the
claim. The Committee will make a final written decision on a claim review, in most cases within sixty (60) days after receipt of a request for a review. In some
cases, the claim may take more time to review, and an additional processing period of up to sixty (60) days may be required. If that happens, the Participant
will receive a written notice of that fact, which will also indicate the special circumstances requiring the extension of time and the date by which the Committee
expects to make a determination with respect to the claim. If the extension is required due to the Participant’s failure to submit information necessary to decide
the claim, the period for making the determination will be tolled from the date on which the extension notice is sent to the Participant until the date on which
the Participant responds to the Plan’s request for information.
The Committee’s decision on the claim for review will be communicated to the Participant in writing. If an adverse benefit determination is made with
respect to the claim, the notice will include: (a) the specific reason(s) for any adverse benefit determination, with references to the specific Plan provisions on
which the determination is based; (b) a statement that the Participant is entitled to receive, upon request and free of charge, reasonable access to (and copies of)
all documents, records and other information relevant to the claim; and (c) a statement of the Participant’s right to bring a civil action under Section 502(a) of
ERISA. A Participant may not start a lawsuit to obtain benefits until after he or she has requested a review and a final decision has been reached on review, or
until the appropriate timeframe described above has elapsed since the Participant filed a request for review and the Participant has not received a final decision
or notice that an extension will be necessary to reach a final decision. These procedures must be exhausted before a Participant (or any beneficiary) may bring a
legal action seeking payment of benefits. In addition, no lawsuit may be started more than two years after the date on which the applicable appeal was denied.
If there is no decision on appeal, no lawsuit may be started more than two years after the time when the Committee should have decided the appeal. The law
also permits the Participant to pursue his or her remedies under Section 502(a) of ERISA without exhausting these appeal procedures if the Plan has failed to
follow them.

APPENDIX A
AGREEMENT AND RELEASE
Ichor Holdings, LTD (the “Company”) and [name] (the “Employee”) agree to the terms and conditions set forth below:
1.
Termination. Employee’s employment with the Employer (as defined under the Ichor Holdings, LTD Executive Severance Plan (the
“Severance Plan”)) [is] [was] terminated as of [___], 20[__] (the “Termination Date”). Employee acknowledges that the Termination Date [is] [was] the
termination date of [his/her] employment for purposes of participation in and coverage under all benefit plans and programs sponsored by or through the
Employer. Employee acknowledges and agrees that the Employer shall not have any obligation to rehire Employee, nor shall the Employer have any obligation
to consider [him/her] for employment, after the Termination Date. All capitalized terms used herein, unless defined otherwise herein, shall have the meaning
set forth in the Severance Plan.
2.
Severance Benefits. In exchange for the general release in paragraph 4 below and other promises contained herein, and in accordance with
the terms of the Severance Plan, which Employee hereby acknowledges receiving, Employee will receive the applicable Severance Benefits under Section 2.2
of the Plan, paid or provided in accordance therewith.
3.
Acknowledgment. Employee hereby agrees and acknowledges that the Severance Benefits exceed any payment, benefit or other thing of
value to which Employee might otherwise be entitled under any policy, plan or procedure of the Employer, the Company or Affiliates or pursuant to any prior
agreement or contract with the Employer, the Company or Affiliates.
4.
Release, (a) In exchange for the Severance Benefits and other valuable consideration, Employee, for [himself/herself] and for [his/her] heirs,
executors, administrators and assigns (referred to collectively as “Releasors”), forever releases and discharges the Employer and any and all of the Employer’s
parent companies, partners, subsidiaries, affiliates, successors and assigns and any and all of its and their past and/or present officers, directors, partners,
agents, employees, representatives, counsel, employee benefit plans and their fiduciaries and administrators, successors and assigns (referred to collectively as
the “Releasees”), from any and all claims, demands, causes of action, fees and liabilities of any kind whatsoever, whether known or unknown, which Releasors
ever had, now have or may have against Releasees by reason of any actual or alleged act, omission, transaction, practice, conduct, occurrence or other matter
up to and including the date Employee signs this Agreement and Release.(b) Without limiting the generality of the foregoing, this Agreement and Release is
intended to and shall release Releasees from any and all claims, whether known or unknown, that Releasors ever had, now have or may have against Releasees
arising out of Employee’s employment with the Employer or any of the Releasees, the terms and conditions of such employment and/or the termination of such
employment, including but not limited to: (i) any claim under the Age Discrimination in Employment Act, as amended (“ADEA”), and/or the Older Workers
Benefit Protection Act which laws prohibit discrimination on account of age; (ii) any claim under Title VII of the Civil Rights Act of 1964, as amended, which,
among other things, prohibits discrimination/retaliation on account of race, color, religion, sex, and national origin; (iii) any claim under the Americans with
Disabilities Act (“ADA”) or Sections 503 and 504 of the Rehabilitation Act of 1973, each as amended; (iv) any claim under the Employee Retirement Income
Security Act of 1974, as amended (“ERISA”): (v) any claim under the Family and Medical Leave Act; (vi) any claim or other action under the National Labor
Relations Act, as amended; (vii) any claim under the Workers’ Adjustment and Retraining Notification Act; (viii) any claim under [State laws applicable to
employee] (ix) the Sarbanes-Oxley Act of 2002; (x) any other claim of discrimination, harassment or retaliation in employment (whether based on federal, state
or local law, regulation, or decision); (xi) any other claim (whether based on federal, state or local law, statutory or decisional) arising out of the terms and
conditions of Employee’s employment with and termination from the Employer and/or the Released Parties; (xii) any claims for wrongful discharge,
whistleblowing, constructive discharge, promissory estoppel, detrimental reliance, negligence, defamation, emotional distress, compensatory or punitive
damages, and/or equitable relief; (xiii) any claims under federal, state, or local occupational safety and health laws or regulations, all as amended; and (xiv) any
claim for attorneys’ fees [ADD ONLY FOR A CHANGE IN CONTROL RELATED TERMINATION:, (other than claims for legal fees pursuant to Section
7.14 of the Severance Plan)], costs, disbursements and/or the like. By virtue of the foregoing, Employee agrees that [he/she] has waived any damages and other
relief available to [him/her] (including, without limitation, money damages, equitable relief and reinstatement) under the claims waived in this paragraph 4;
provided that nothing herein shall be a waiver of Employee’s right to report violations of federal law or regulation or provide truthful information about this
Agreement and Release or Releasees or, to cooperate with any investigation being conducted by any governmental agency, or making other disclosures that are
protected under the whistleblower provisions of federal law or regulation. Notwithstanding anything herein to the contrary, the sole matters to which this
Agreement of Release does not apply are: (A) claims to the Severance Benefits; (B) claims under the Consolidated Omnibus Budget Reconciliation Act of
1985, as amended; (C) claims arising after the date Employee signs this Agreement and Release; (D) claims relating to any rights of indemnification under the

Employer’s organizational documents or otherwise, (E) claims relating to any outstanding stock options or other equity-based award on the Termination Date
[ADD ONLY FOR A CHANGE IN CONTROL RELATED TERMINATION:, including, without limitation, the Equity Vesting]; (F) claims to vested
accrued benefits under the Employer’s tax qualified retirement plans or non-qualified retirement plans in accordance with, and subject to, the terms and
conditions of such plans and applicable law; or (G) Employee’s right to seek enforcement of the terms of the Severance Plan [ADD ONLY FOR A CHANGE
IN CONTROL RELATED TERMINATION:, including, but not limited to, claims for legal fees pursuant to Section 7.14 of the Severance Plan], Employee
acknowledges that Employee has been informed that Employee might have specific rights and/or claims under the ADEA. Employee specifically waives such
rights and/or claims under the ADEA to the extent such rights and/or claims arose on or prior to the date this Agreement of Release is executed by Employee.
5.
Non-Disparagement: Cooperation in Certain Other Legal Proceedings. Employee agrees that at no time will [he/she], in public or private,
engage in any form of conduct or make any statements or representations that deprecate, impugn, disparage or otherwise impair the reputation, goodwill or
commercial interests of, or make any remarks that would tend to or be construed to tend to defame, the Releasees, nor shall the Employee assist any other
person, firm or company in so doing. Nothing in this Agreement and Release shall prohibit or restrict Employee from (i) making any disclosure of information,
as required by law, in a proceeding or lawsuit in which the Employer is a party, or additionally in any other civil proceeding or lawsuit upon ten (10) business
days prior written notice to the Employer; (ii) providing information to, or testifying or otherwise assisting in an investigation or proceeding brought by any
federal regulatory or law enforcement agency or legislative body or the Employer’s designated legal, compliance, or human resources officers; (iii) filing,
testifying, participating or otherwise assisting in a proceeding relating to an alleged violation of any federal, state or municipal law relating to fraud or any rule
or regulation of the Securities and Exchange Commission; (iv) challenging the validity of this Agreement and Release as it applies to a release of claims under
ADEA; or (v) accepting any U.S. Securities and Exchange Commission awards. In addition, nothing in this Agreement and Release prohibits or restricts
Employer or Employee from initiating communications with, or responding to any inquiry from, any regulatory or supervisory authority regarding any good
faith concerns about possible violations of law or regulation. Pursuant to 18 U.S.C. § 1833(b), Employee will not be held criminally or civilly liable under any
Federal or State trade secret law for the disclosure of a trade secret of the Employer or its subsidiaries or affiliates that (A) is made (x) in confidence to a
Federal, State, or local government official, either directly or indirectly, or to Employee’s attorney and (y) solely for the purpose of reporting or investigating a
suspected violation of law; or (B) is made in a complaint or other document that is filed under seal in a lawsuit or other proceeding. If Employee files a lawsuit
for retaliation by Employer for reporting a suspected violation of law, Employee may disclose the trade secret to Employee’s attorney and use the trade secret
information in the court proceeding, if Employee files any document containing the trade secret under seal, and does not disclose the trade secret, except
pursuant to court order. Nothing in this Agreement and Release is intended to conflict with 18 U.S.C. § 1833(b) or create liability for disclosures of trade
secrets that are expressly allowed by such section.
6.
Cooperation. Employee agrees to make [himself/herself] reasonably available at times and for durations reasonably acceptable to both
parties to assist the Employer with respect to any issues wherein the Employer considers Employee’s knowledge or expertise reasonably beneficial. The
Employer will reimburse Employee for all reasonable out of pocket expenses that incurred while [he/she] is engaged in such activity. Employee will also
cooperate fully with the Employer in the defense or prosecution of any claims or actions now in existence or which may be brought in the future against or on
behalf of the Employer that relate to events or occurrences that transpired while the Employee was employed by the Employer. Employee’s full cooperation in
connection with such claims or actions shall include, but not be limited to, being available to meet with counsel to prepare for discovery or trial and to act as a
witness on behalf of the Employer at mutually convenient times. Employee shall also cooperate fully with the Employer in connection with any such
investigation or review of any federal, state or local regulatory authority as any such investigation or review relates to events or occurrences that transpired
while Employee was employed by the Employer. The Employer shall pay for any reasonable out- of-pocket expenses incurred by Employee in connection with
[his/her] performance of the obligations pursuant to this paragraph 5. Employee’s performance under this paragraph 5 following the Termination Date shall be
subject to [his/her] then current employment obligations.
7.
Nonsolicitation. To the extent permitted by applicable law as applied to Employee, during Employee’s employment with the Employer and
for a period of [ENTER EQUIVALENT MONTHS OF SEVERANCE BENEFIT] months following [his/her] last day of employment with the Employer,
Employee shall not, directly or indirectly, either on [his/her] own behalf or on behalf of any other person or entity, solicit, induce or encourage, or attempt to
solicit, induce or encourage, (i) the resignation of any director, officer, employee or independent contractor of the Employer (each a “Restricted Firm
Person”), or (ii) in the case of an independent contractor, any reduction in the services such independent contractor provides to the Employer.

8.
Return of Property. Employee represents that [he/she] has returned (or will return) to Employer all property belonging to the Employer,
including but not limited to electronic devices (e.g., Blackberry and/or laptop computer), keys, card access to buildings and office floors, and business
information and documents.
9.
Severability. If any provision of this Agreement and Release is held to be illegal, void, or unenforceable, such provision shall be of no force
or effect. However, the illegality or unenforceability of such provision shall have no effect upon, and shall not impair the enforceability of, any other provision
of this Agreement and Release. Further, to the extent any provision of this Agreement and Release is deemed to be overbroad or unenforceable as written, such
provision shall be given the maximum effect permissible under law.
10.
Entire Agreement. This Agreement and Release represents the entire understanding between the parties hereto with respect to the subject
matter hereof, and may not be changed or modified except by a written agreement signed by both of the parties hereto after the Effective Date of this
Agreement and Release. In the event of any conflict between any of the provisions of this Agreement and Release and the provisions of the Severance Plan, the
terms of the Severance Plan shall govern.
11.
Governing Law. Except as may be preempted by federal law or as set forth in paragraph 6, this Agreement and Release shall be governed by
the laws of the State of California, without regard to conflict of laws principles, and the parties in any action arising out of this Agreement and Release shall be
subject to the personal jurisdiction and venue of the federal and state courts, as applicable, in the County of San Francisco, California.
12.
Non-Disclosure. The parties agree that this Agreement and Release and its terms are confidential and shall be accorded the utmost
confidentiality. Employee hereby agrees to keep confidential and not disclose the terms and conditions of this Agreement to any person or entity without the
prior written consent of the Employer, except to Employee’s accountants, attorneys and/or spouse, provided that they also agree to maintain the confidentiality
of this Agreement. Employee shall be responsible for any disclosure by them. Employee further represent that Employee has not disclosed the terms and
conditions of this Agreement to anyone other than Employee’s attorneys, accountants and/or spouse. This Section 11 does not prohibit disclosure of this
Agreement by any party if required by law, provided that if Employee is required to make such disclosure the Employee has given the Employer prompt
written notice of any legal process and cooperated with the Employer’s efforts to seek a protective order.
13.
Confidential Information. Employee acknowledges that during the course of Employee’s employment with the Employer, Employee has had
access to information relating to the Employer and its business that is not generally known by persons not employed by the Employer and that could not easily
be determined or learned by someone outside of the Employer (“Confidential Information”) Such information is confidential or proprietary and may include
but not be limited to customer or client contact lists, trade secrets, patents, copyrighted materials, proprietary computer software and programs, products,
systems analyses, lists of suppliers and supplier contracts, internal policies and marketing strategies, financial information relating to the Employer and its
employees, and other documents and information that provide the Employer with a competitive advantage and that could not be easily determined or learned or
obtained by someone outside the Employer. Employee further acknowledges that: (i) such confidential and proprietary information is the exclusive, unique, and
valuable property of the Employer; (ii) the businesses of the Employer depend on such confidential and proprietary information; and (iii) the Employer wishes
to protect such confidential and proprietary information by keeping it confidential for the use and benefit of the Employer. Employee agrees not to disclose or
use such Confidential Information at any time in the future, except if authorized by the Employer in writing or if required in connection with a subpoena or
other legal process or investigation by any governmental, regulatory or self-regulatory agency or in connection with any legal proceeding brought against
Employee, or in connection with a proceeding to enforce this Agreement.
14.
Remedies. Employee acknowledges and agrees that the Employer will suffer irreparable damage if any of the provisions of paragraphs 5, 6 or
12 of this Agreement and Release are breached and that the Employer’s remedies at law for a breach of such provisions would be inadequate and, in
recognition of this fact, Employee agrees that, in the event of such a breach, in addition to any remedies at law, the Employer will be entitled to obtain equitable
relief in the form of specific performance, temporary restraining order, a temporary or permanent injunction or any other equitable remedy which may then be
available.
15.
Binding Agreement. This Agreement and Release is binding upon, and shall inure to the benefit of, the parties and their respective heirs,
executors, administrators, successors and assigns.
16.
ADE A Provisions. Employee acknowledges that [he/she]: (a) has carefully read this Agreement and Release in its entirety; (b) has had an
opportunity to consider the terms of this Agreement and Release [insert only if employees are over 40: and the disclosure information attached hereto as
Exhibit I (which is provided pursuant to the Older Workers Benefit Protection Act)] for at least [twenty- one (21)] [forty-five (45)] days; (c) is hereby advised
by the Company in writing to consult with an attorney of [his/her] choice in connection with this

Agreement and Release; (d) fully understands the significance of all of the terms and conditions of this Agreement and Release and has discussed them with an
attorney of [his/her] choice, or has had a reasonable opportunity to do so; and (e) is signing this Agreement and Release voluntarily and of [his/her] own free
will and agrees to abide by all the terms and conditions contained herein.
17.
Revocation/Effective Date. Employee may accept this Agreement and Release by signing it before a notary public and delivering it to
[INSERT NAME AND ADDRESS OF CONTACT] on or before the [twenty-first (21st)] [forty-fifth (45th)] day after [he/she] receives this Agreement and
Release. Notwithstanding the foregoing, Employee may not sign this Agreement and Release before [his/her] last day of employment and this Agreement and
Release will not be accepted or effective if signed before the Termination Date. After signing this Agreement and Release, Employee shall have [seven (7)]
days (the “Revocation Period”) to revoke [his/her] decision by indicating [his/her] desire to do so in writing delivered to [INSERT NAME] at the above
address by no later than the last day of the Revocation Period. If the last day of the Revocation Period falls on a Saturday, Sunday or holiday, the last day of the
Revocation Period will be deemed to be the next business day. Provided Employee does not revoke this Agreement and Release during the Revocation Period,
the Effective Date of this Agreement and Release shall be the later of the [eighth (8th)] day after Employee signs this Agreement and Release or the day after
the last day of the Revocation Period (the “Effective Date”).
Date: __________________________________    ___________________________________
(signature)
[Employee]                
ICHOR HOLDINGS, LTD
Accepted by: _________________________________
Name: _______________________________________

Exhibit 19.1
Effective: November 9, 2021
ICHOR HOLDINGS, LTD.
INSIDER TRADING POLICY
INTRODUCTION
Ichor Holdings, Ltd. (together with its subsidiaries, the “Company”) opposes the unauthorized disclosure of any nonpublic
information acquired in the course of your service with the Company and the misuse of material nonpublic information in securities
trading. Any such actions will be deemed violations of this Insider Trading Policy (the “Policy”).
Legal prohibitions on insider trading
The antifraud provisions of U.S. federal securities laws prohibit directors, officers, employees and other individuals who
possess material nonpublic information from trading on the basis of that information. Transactions will be considered “on the basis
of” material nonpublic information if the person engaged in the transaction was aware of the material nonpublic information at the
time of the transaction. It is not a defense that the person did not “use” the information for purposes of the transaction.
Disclosing material nonpublic information directly or indirectly to others who then trade based on that information or
making recommendations or expressing opinions as to transactions in securities while aware of material nonpublic information
(which is sometime referred to as “tipping”) is also illegal. Both the person who provides the information, recommendation or
opinion and the person who trades based on it may be liable.
These illegal activities are commonly referred to as “insider trading.” State securities laws and securities laws of other
jurisdictions also impose restrictions on insider trading.
In addition, a company, as well as individual directors, officers and other supervisory personnel, may be subject to liability
as “controlling persons” for failure to take appropriate steps to prevent insider trading by those under their supervision, influence or
control.
Detection and prosecution of insider trading
The U.S. Securities and Exchange Commission (the “SEC”), the Financial Industry Regulatory Authority and other
authorities use sophisticated electronic surveillance techniques to investigate and detect insider trading, and the SEC and the U.S.
Department of Justice pursue insider trading violations vigorously. Cases involving trading through foreign accounts, trading by
family members and friends and trading involving only a small number of shares have been successfully prosecuted.
Penalties for violation of insider trading laws and this Policy
Civil and criminal penalties. As of the effective date of this Policy, potential penalties for insider trading violations under
U.S. federal securities laws include:
•
damages in a private lawsuit;
1

•
disgorging any profits made or losses avoided;
•
imprisonment;
•
substantial criminal fines;
•
substantial civil fines based on the profit gained or loss avoided;
•
a bar against serving as an officer or director of a public company; and
•
an injunction against future violations.
Civil and criminal penalties also apply to tipping. The SEC has imposed large penalties in tipping cases even when the
disclosing person did not trade or gain any benefit from another person’s trading.
Controlling person liability. As of the effective date of this Policy, the penalty for “controlling person” liability includes
civil fines, as well as potential criminal fines and imprisonment.
Company disciplinary actions. If the Company has a reasonable basis to conclude that an employee, officer, director, or
consultant has failed to comply with this Policy, such person may be subject to disciplinary action by the Company, up to and
including dismissal for cause if the person is an employee or officer, or subject to termination of services if the person is a director or
consultant, regardless of whether or not failure to comply with this Policy results in a violation of law. It is not necessary for the
Company to wait for the filing or conclusion of any civil or criminal action against an alleged violator before taking disciplinary
action. In addition, the Company may give stop transfer and other instructions to the Company’s transfer agent to enforce
compliance with this Policy.
Compliance Officer
Please direct any questions or requests as to any of the matters discussed in this Policy to the chief financial officer of the
Company (“Compliance Officer”). The Compliance Officer is generally responsible for the administration of this Policy. The
Compliance Officer may select others to assist with the execution of his or her duties.
Reporting violations
It is your responsibility to help enforce this Policy. You should be alert to possible violations and should promptly report
violations or suspected violations of this Policy.
2

You may report suspected violations of this Policy as follows:
1. Via Internet at or electronic mail to ICHR@openboard.info; or
2. Via telephone at 844-421-4765; or
3. Via regular mail to the Compliance Officer at the Company’s principal executive offices located at 3185 Laurelview Ct.,
Fremont, California 94538.
Permitted reports to the Compliance Officer may be made anonymously or by identifying oneself. Because it may be more
difficult to thoroughly investigate reports that are made anonymously, you are encouraged to share your identity when reporting
rather than reporting anonymously. If you make an anonymous report, please provide as much detail as possible, including any
evidence that you believe may be relevant to the issue. All reports, whether identified or anonymous, will be treated confidentially to
the extent consistent with applicable law.
Personal responsibility
The ultimate responsibility for complying with this Policy and applicable laws and regulations rests with you. Any action on
the part of the Company, the Compliance Officer or any other employee or director pursuant to this Policy (or otherwise) does not in
any way constitute legal advice or insulate an individual from liability under applicable securities laws. You should use your best
judgment at all times and consult with your personal legal and financial advisors, as needed. We advise you to seek assistance if you
have any questions at all. The rules relating to insider trading can be complex, and a violation of insider trading laws can carry
severe consequences.
3

PERSONS AND TRANSACTIONS COVERED BY THIS POLICY
Persons covered by this Policy
This Policy applies to all directors, officers, employees and agents (such as consultants and independent contractors) of the
Company and its subsidiaries. This Policy also applies to any entities that you influence or control, including any corporations,
partnerships or trusts. Further, this policy applies, and applicable insider trading laws may apply, to members of the Company’s
directors’, officers’, employees’ and agents’ immediate family, persons with whom they share a household, persons that are their
economic dependents and any other family members with whom they do not share a household but whose transactions in securities
they influence, direct or control (collectively, “related parties”). You are responsible to ensure that your related parties comply with
the applicable provisions of this Policy. This Policy does not, however, apply to personal securities transactions of related parties
where the purchase or sale decision is made by a third party not controlled by, influenced by or related to you or your related parties.
Types of transactions covered by this Policy
Except as discussed in the section entitled “Limited Exceptions,” this Policy applies to all transactions involving the
securities of the Company or the securities of other companies as to which you possess material nonpublic information obtained in
the course of your service with the Company. This Policy therefore applies to purchases, sales and other transfers of ordinary shares,
options, warrants, preferred shares, debt securities (such as debentures, bonds and notes) and other securities. This Policy also
applies to any arrangements that affect economic exposure to changes in the prices of these securities. These arrangements may
include, among other things, transactions in derivative securities (such as exchange-traded put or call options), hedging transactions,
short sales and certain decisions with respect to participation in benefit plans. This Policy also applies to any offers with respect to
the transactions discussed above. You should note that there are no exceptions from insider trading laws or this Policy based on the
size of the transaction.
Responsibilities regarding the nonpublic information of other companies
This Policy prohibits the unauthorized disclosure or other misuse of any nonpublic information of other companies, such as
the Company’s distributors, vendors, customers, collaborators, suppliers and competitors. This Policy also prohibits insider trading
and tipping based on the material nonpublic information of such other companies.
Applicability of this Policy after your departure
You are expected to comply with this Policy until such time as you are no longer affiliated with the Company and you no
longer possess any material nonpublic information subject to this Policy. In addition, if you are listed on Schedule I attached hereto
and subject to a trading blackout under this Policy at the time you cease to be affiliated with the Company, you are expected to abide
by the applicable trading restrictions until at least the end of the relevant blackout period.
No exceptions based on personal circumstances
There may be instances where you suffer financial harm or other hardship or are otherwise required to forego a planned
transaction because of the restrictions imposed by this Policy. Personal financial emergency or other personal circumstances are not
mitigating factors under securities laws and will not excuse a failure to comply with this Policy.
4

MATERIAL NONPUBLIC INFORMATION
“Material” information
Information should be regarded as material if there is a substantial likelihood that a reasonable investor would consider it
important in deciding whether to buy, hold or sell securities or would view the information as significantly altering the total mix of
information in the marketplace about the issuer of the security. In general, any information that could reasonably be expected to
affect the market price of a security is likely to be material. Either positive or negative information may be material. There is no
bright-line standard for assessing materiality; rather, materiality is based on an assessment of all of the facts and circumstances, and
is often evaluated by enforcement authorities with the benefit of hindsight.
It is not possible to define all categories of “material” information. However, some examples of information that could be
regarded as material include information with respect to:
•
Financial results, financial condition, earnings pre-announcements, guidance, projections or forecasts, particularly if
inconsistent with the Company’s guidance or the expectations of the investment community;
•
Restatements of financial results, or material impairments, write-offs or restructurings;
•
Changes in independent auditors, or notification that the Company may no longer rely on an audit report;
•
Business plans or budgets;
•
Creation of significant financial obligations, or any significant default under or acceleration of any financial
obligation;
•
Impending bankruptcy or financial liquidity problems;
•
Significant developments involving business relationships, including execution, modification or termination of
significant agreements or orders with customers, suppliers, distributors, manufacturers or other business partners;
•
Product and service introductions, modifications, issues or significant pricing changes or other product or service
announcements of a significant nature;
•
Significant developments in research and development or relating to intellectual property;
•
Significant legal or regulatory developments, whether actual or threatened;
•
Major events involving the Company’s securities, including calls of securities for redemption, adoption of share
repurchase programs, option repricings, share splits, changes in dividend policies, public or private securities
offerings, modification to the rights of security holders or notice of delisting;
•
Significant corporate events, such as a pending or proposed merger, joint venture or tender offer, a significant
investment, the acquisition or disposition of a significant business or asset or a change in control of the company;
•
The existence of a special blackout period; and
•
Major personnel changes, such as changes in senior management or lay-offs.
5

If you have any questions as to whether information should be considered “material,” you should consult with the
Compliance Officer. In general, it is advisable to resolve any close questions as to the materiality of any information by assuming
that the information is material.
“Nonpublic” information
Information is considered nonpublic if the information has not been broadly disseminated to the public for a sufficient
period to be reflected in the price of the security. As a general rule, information should be considered nonpublic until at least two full
trading days have elapsed after the information is broadly distributed to the public in a press release, a public filing with the SEC, a
pre-announced public webcast or another broad, non-exclusionary form of public communication. However, depending upon the
form of the announcement and the nature of the information, it is possible that information may not be fully absorbed by the
marketplace until a later time. Any questions as to whether information is nonpublic should be directed to the Compliance Officer.
The term “trading day” means a day on which U.S. national stock exchanges are open for trading. A “full” trading day has
elapsed when, after the public disclosure, trading in the relevant security has opened and then closed. If, for example, the Company
were to make an announcement on a Monday, you should not trade in securities of the Company until Thursday.
POLICIES REGARDING MATERIAL NONPUBLIC INFORMATION
Confidentiality of nonpublic information
The unauthorized use or disclosure of nonpublic information relating to the Company or other companies is prohibited. All
nonpublic information you acquire in the course of your service with the Company may only be used for legitimate Company
business purposes. In addition, nonpublic information of others should be handled in accordance with the terms of any relevant
nondisclosure agreements, and the use of any such nonpublic information should be limited to the purpose for which it was
disclosed.
You must use all reasonable efforts to safeguard nonpublic information in the Company’s possession. You may not disclose
nonpublic information about the Company or any other company, unless required by law, or unless (i) disclosure is required for
legitimate Company business purposes, (ii) you are authorized to disclose the information and (iii) appropriate steps have been taken
to prevent misuse of that information (including entering an appropriate nondisclosure agreement that restricts the disclosure and use
of the information, if applicable). This restriction also applies to internal communications within the Company and to
communications with agents of the Company. In cases where disclosing nonpublic information to third parties is required, you
should coordinate with the Compliance Officer.
No trading on material nonpublic information
Except as discussed in the section entitled “Limited Exceptions”, you may not, directly or indirectly through others, engage
in any transaction involving the Company’s securities while aware of material nonpublic information relating to the Company. It is
not an excuse that you did not “use” the information in your transaction.
6

Similarly, you may not engage in transactions involving the securities of any other company if you are aware of material
nonpublic information about that company (except to the extent the transactions are analogous to those presented in the section
entitled “Limited Exceptions”). For example, you may be involved in a proposed transaction involving a prospective business
relationship or transaction with another company. If information about that transaction constitutes material nonpublic information for
that other company, you would be prohibited from engaging in transactions involving the securities of that other company (as well as
transactions involving Company securities, if that information is material to the Company). It is important to note that “materiality”
is different for different companies. Information that is not material to the Company may be material to another company.
No disclosing material nonpublic information for the benefit of others
You may not disclose material nonpublic information concerning the Company or any other company to friends, family
members or any other person or entity not authorized to receive such information where such person or entity may benefit by trading
on the basis of such information. In addition, you may not make recommendations or express opinions on the basis of material
nonpublic information as to trading in the securities of companies to which such information relates. You are prohibited from
engaging in these actions whether or not you derive any profit or personal benefit from doing so. This prohibition against disclosure
of material nonpublic information includes disclosure (even anonymous disclosure) via the internet, blogs, social media, investor
forums or chat rooms.
Obligation to disclose material nonpublic information to the Company
You may not enter into any transaction, including those discussed in the section entitled “Limited Exceptions”, unless you
have disclosed any material nonpublic information that you become aware of in the course of your service with the Company, and
that senior management is not aware of, to the Compliance Officer. If you are a member of senior management, the information must
be disclosed to the Chief Executive Officer, and if you are the Chief Executive Officer or a director, you must disclose the
information to the board of directors, before any transaction is permissible.
Responding to outside inquiries for information
In the event you receive an inquiry from someone outside of the Company, such as a stock analyst, for information, you
should refer the inquiry to the Chief Financial Officer. The Company is required under Regulation FD (Fair Disclosure) of the U.S.
federal securities laws to avoid the selective disclosure of material nonpublic information. In general, the regulation provides that
when a public company discloses material nonpublic information, it must provide broad, non- exclusionary access to the
information. Violations of this regulation can subject the company to SEC enforcement actions, which may result in injunctions and
severe monetary penalties. The Company has established procedures for releasing material information in a manner that is designed
to achieve broad public dissemination of the information immediately upon its release in compliance with applicable law.
7

TRADING BLACKOUT PERIODS
To limit the likelihood of trading at times when there is a significant risk of insider trading exposure, the Company has
instituted quarterly trading blackout periods and may institute special trading blackout periods from time to time. In addition, to
comply with applicable legal requirements, the Company may also institute blackout periods that prevent directors and officers from
trading in Company securities at a time when employees are prevented from trading Company securities in the Company’s 401(k)
plan, if any.
It is important to note that whether or not you are subject to blackout periods, you remain subject to the prohibitions on
trading on the basis of material nonpublic information and any other applicable restrictions in this Policy.
Quarterly blackout periods
Except as discussed in the section entitled “Limited Exceptions”, the individuals listed on Schedule I (“Covered Persons”)
must refrain from conducting transactions involving the Company’s securities during quarterly blackout periods. Even if you are not
a Covered Person, you should exercise caution when engaging in transactions during quarterly blackout periods because of the
heightened risk of insider trading exposure.
Quarterly blackout periods begin three (3) weeks prior to the end of each fiscal quarter and end upon the completion of the
second (2nd) full trading day following the public disclosure of the financial results for that fiscal quarter. This period is a particularly
sensitive time for transactions involving the Company’s securities from the perspective of compliance with applicable securities laws
due to the fact that, during this period, individuals may often possess or have access to material nonpublic information relevant to the
expected financial results for the quarter.
From time to time, the Company may identify other persons who should be subject to quarterly blackout periods, and the
Compliance Officer may update and revise Schedule I as appropriate.
Special blackout periods
From time to time, the Company may also prohibit Covered Persons from engaging in transactions involving the Company’s
securities when, in the judgment of the Compliance Officer, a trading blackout is warranted. The Company will generally impose
special blackout periods when there are material developments known to the Company that have not yet been disclosed to the public.
For example, the Company may impose a special blackout period in anticipation of announcing interim earnings guidance or a
significant transaction or business development. However, special blackout periods may be declared for any reason.
The Company will notify those Covered Persons subject to a special blackout period. Each person who has been so
identified and notified by the Company may not engage in any transaction involving the Company’s securities until instructed
otherwise by the Compliance Officer, and should not disclose to others the fact of such suspension of trading.
8

Regulation BTR blackouts
Directors and executive officers may also be subject to trading blackouts pursuant to Regulation Blackout Trading
Restriction, or Regulation BTR, under U.S. federal securities laws. In general, Regulation BTR prohibits any director or executive
officer from engaging in certain transactions involving Company securities during periods when 401(k) plan participants are
prevented from purchasing, selling or otherwise acquiring or transferring an interest in certain securities held in individual account
plans. Any profits realized from a transaction that violates Regulation BTR are recoverable by the Company, regardless of the
intentions of the director or officer effecting the transaction. In addition, individuals who engage in such transactions are subject to
sanction by the SEC as well as potential criminal liability. The Company has provided, or will provide, separate memoranda and
other appropriate materials to its directors and executive officers regarding compliance with Regulation BTR.
The Company will notify directors and officers if they are subject to a blackout trading restriction under Regulation BTR.
Failure to comply with an applicable trading blackout in accordance with Regulation BTR is a violation of law and this Policy.
No “safe harbors”
There are no unconditional “safe harbors” for trades made at particular times, and all persons subject to this Policy should exercise good
judgment at all times. Even when a quarterly blackout period is not in effect, you may be prohibited from engaging in transactions involving the
Company’s securities because you possess material nonpublic information, are subject to a special blackout period or are otherwise restricted
under this Policy.
9

PRE-CLEARANCE OF TRADES
Except as discussed in the section entitled “Limited Exceptions”, Covered Persons should refrain from engaging in any
transaction involving the Company’s securities without first obtaining pre-clearance of the transaction from the Compliance Officer.
The Compliance Officer may not engage in a transaction involving the Company’s securities unless the Chief Executive Officer has
pre-cleared the transaction.
These pre-clearance procedures are intended to decrease insider trading risks associated with transactions by individuals
with regular or special access to material nonpublic information. In addition, requiring pre-clearance of transactions by directors and
officers facilitates compliance with Rule 144 resale restrictions under the Securities Act of 1933, as amended and the liability and
reporting provisions of Section 16 under the Securities Exchange Act of 1934, as amended (the “Securities Exchange Act”) and
Regulation BTR (“Reg. BTR”). Pre-clearance of a trade, however, is not a defense to a claim of insider trading and does not excuse
you from otherwise complying with insider trading laws or this Policy. Further, pre-clearance of a transaction does not constitute an
affirmation by the Company or the Compliance Officer that you are not in possession of material nonpublic information.
A request for pre-clearance should be submitted to the Compliance Officer at least two business days in advance of the
proposed transaction. The Compliance Officer is under no obligation to approve a transaction submitted for pre-clearance and may
determine not to permit the transaction if there is an insider trading risk or other legal restriction on trading the Company’s
securities.
If a person seeks pre-clearance and permission to engage in the transaction is granted, then such trade must be effected within five
business days of receipt of pre-clearance unless an exception is granted. Such person must promptly notify the Compliance Officer
following the completion of the transaction. A person who has not effected a transaction within the time limit may not engage in
such transaction without again obtaining pre-clearance of the transaction from the Compliance Officer.
10

ADDITIONAL RESTRICTIONS AND GUIDANCE
This section addresses certain types of transactions that may expose you and the Company to significant risks. You should
understand that, even though a transaction may not be expressly prohibited by this section, you are responsible for ensuring that the
transaction otherwise complies with other provisions in this Policy that may apply to the transaction, such as the general prohibition
against insider trading as well as pre-clearance procedures and blackout periods, to the extent applicable.
Short sales
Short sales (i.e., the sale of a security that must be borrowed to make delivery) and “selling short against the box” (i.e., a sale
with a delayed delivery) with respect to Company securities are prohibited under this Policy. Short sales may signal to the market
possible bad news about the Company or a general lack of confidence in the Company’s prospects, and an expectation that the value
of the Company’s securities will decline. In addition, short sales are effectively a bet against the Company’s success and may reduce
the seller’s incentive to improve the Company’s performance. Short sales may also create a suspicion that the seller is engaged in
insider trading.
Derivative securities and hedging transactions
You are prohibited from engaging in transactions in publicly-traded options, such as puts and calls, and other derivative
securities with respect to the Company’s securities. This prohibition extends to any hedging or similar transaction designed to
decrease the risks associated with holding Company securities, including, but not limited to, through the use of financial instruments
such as prepaid variable forwards, equity swaps, collars and exchange funds. Stock options, stock appreciation rights and other
securities issued pursuant to Company benefit plans or other compensatory arrangements with the Company are also subject to this
prohibition; provided, however, as described in the “Limited Exceptions” section of this Policy, you are not prohibited from
exercising any stock options issued under any of the Company’s benefit plans or other compensatory arrangements in accordance
with the terms of such plans or arrangements.
Such hedging transactions would permit a director, officer, employee or agent to continue to own Company securities
obtained through employee benefit plans or otherwise, but without the full risks and rewards of ownership. When that occurs, the
director, officer, employee or agent may no longer have the same objectives as the Company's other shareholders. Therefore, the
Company prohibits you from engaging in any such hedging or similar transactions.
Placing open orders with brokers
Except in accordance with an approved trading plan (as discussed below), you should exercise caution when placing open
orders, such as limit orders or stop orders, with brokers, particularly where the order is likely to remain outstanding for an extended
period of time. Open orders may result in the execution of a trade at a time when you are aware of material nonpublic information or
otherwise are not permitted to trade in Company securities, which may result in inadvertent insider trading violations, Section 16 and
Reg. BTR violations (for officers and directors), violations of this Policy and unfavorable publicity for you and the Company. If you
are subject to blackout periods or pre-clearance requirements, you should so inform any broker with whom you place any open order
at the time it is placed.
11

Margin accounts and pledged securities
Securities held in a margin account as collateral for a margin loan may be sold by the broker without the customer’s consent
if the customer fails to meet a margin call. Similarly, securities pledged (or hypothecated) as collateral for a loan may be sold in
foreclosure if the borrower defaults on the loan. Because a margin sale or foreclosure sale may occur at a time when the pledgor is
aware of material nonpublic information or otherwise is not permitted to trade in Company securities, directors, officers and other
employees are prohibited from holding Company securities in a margin account or otherwise pledging Company securities as
collateral for a loan.
LIMITED EXCEPTIONS
The following are certain limited exceptions to the restrictions imposed by the Company under this Policy. Please be aware
that even if a transaction is subject to an exception to this Policy, you will need to separately assess whether the transaction complies
with applicable law. For example, even if a transaction is indicated as exempt from this Policy, you may need to comply with the
“short-swing” trading restrictions under Section 16 of the Exchange Act, to the extent applicable. You are responsible for complying
with applicable law at all times.
Transactions pursuant to a trading plan that complies with SEC rules
Covered Persons may frequently be in possession of material nonpublic information and thus effectively be prevented from
most types of trading. In such cases, the Company, in its sole discretion may authorize in the future the use of Rule 10b5-1 plans.
Such plans will be required to meet the requirements of the SEC for Rule 10b5-1 plans and will be subject to the prior approval of
the Company, which may impose additional conditions on the plan to ensure compliance with other applicable securities regulations
and practices.
Receipt and vesting of stock options, restricted share units, restricted shares and stock appreciation rights
The trading restrictions under this Policy do not apply to the grant or award to you of stock options, restricted share units,
restricted shares or stock appreciation rights by the Company. The trading restrictions under this Policy also do not apply to the
vesting, cancellation or forfeiture of stock options, restricted share units, restricted shares or stock appreciation rights in accordance
with applicable plans and agreements. However, the trading restrictions do apply to any subsequent sales of any such securities.
Exercise of stock options for cash
The trading restrictions under this Policy do not apply to the exercise of stock options for cash under the Company’s stock
option plans. Likewise, the trading restrictions under this Policy do not apply to the exercise of stock options in a stock-for-stock
exercise with the Company or an election to have the Company withhold securities to cover tax obligations in connection with an
option exercise. However, the trading restrictions under this Policy do apply to (i) the sale of any securities issued upon the exercise
of a stock option, (ii) a cashless exercise of a stock option through a broker, since this involves selling a portion of the underlying
shares to cover the costs of exercise, and (iii) any other market sale for the purpose of generating the cash needed to pay the exercise
price of an option.
12

Purchases from the Employee Stock Purchase Plan
The trading restrictions in this Policy will not apply to purchases of Company securities resulting from your periodic or
lump sum contribution of money to the 2017 Employee Stock Purchase Plan, any employee stock purchase plan adopted in the
future. However, the trading restrictions will apply to your initial election to participate in such plan, changes to your election to
participate in such plan for any enrollment period any subsequent sales of any securities purchased pursuant to such plan.
Certain 401(k) plan transactions
The trading restrictions in this Policy do not apply to purchases of ordinary shares in any Company 401(k) plan resulting
from periodic contributions to the plan based on your payroll contribution election. The trading restrictions do apply, however, to
elections you make under a 401(k) plan to (i) increase or decrease the percentage of your contributions that will be allocated to a
Company stock fund, (ii) move balances into or out of a Company stock fund, (iii) borrow money against your 401(k) plan account
if the loan will result in liquidation of some or all of your Company stock fund balance, and (iv) pre-pay a plan loan if the pre-
payment will result in the allocation of loan proceeds to a Company stock fund.
Stock splits, stock dividends and similar transactions
The trading restrictions under this Policy do not apply to a change in the number of securities held as a result of a stock split
or stock dividend applying equally to all securities of a class, or similar transactions.
Bona fide gifts and inheritance
The trading restrictions under this Policy do not apply to bona fide gifts involving Company securities or transfers by will or
the laws of descent and distribution.
Change in form of ownership
Transactions that involve merely a change in the form in which you own securities are permissible. For example, you may
transfer shares to an inter vivos trust of which you are the sole beneficiary during your lifetime.
Other exceptions
Any other exception from this Policy must be approved by the Board of Directors.
13

COMPLIANCE WITH SECTION 16 OF THE SECURITIES EXCHANGE ACT
Obligations under Section 16
Section 16 of the Securities Exchange Act, and the related rules and regulations, set forth
(i) reporting obligations, (ii) limitations on “short-swing” transactions and (iii) limitations on short sales and other transactions
applicable to directors, officers, large shareholders and certain other persons.
The Company has determined that those persons listed on Schedule II are required to comply with Section 16 of the
Securities Exchange Act, and the related rules and regulations, because of their positions with the Company. The Compliance Officer
may amend Schedule II from time to time as appropriate to reflect the election of new officers or directors, any change in the
responsibilities of officers or other employees and any promotions, demotions, resignations or departures.
Schedule II is not necessarily an exhaustive list of persons subject to Section 16 requirements at any given time. Even if you
are not listed on Schedule II, you may be subject to Section 16 reporting obligations because of your shareholdings, for example.
Notification requirements to facilitate Section 16 reporting
To facilitate timely reporting of transactions pursuant to Section 16 requirements, each person subject to Section 16
reporting requirements must provide, or must ensure that his or her broker provides, the Company with detailed information (e.g.,
trade date, number of shares, exact price, etc.) regarding his or her transactions involving the Company’s securities, including gifts,
transfers, pledges and transactions pursuant to a trading plan, both prior to (to confirm compliance with pre-clearance procedures, if
applicable) and promptly following execution.
Personal responsibility
The obligation to file Section 16 reports, and to otherwise comply with Section 16, is personal. The Company is not
responsible for the failure to comply with Section 16 requirements.
14

ADDITIONAL INFORMATION
Delivery of Policy
This Policy will be delivered to all directors, officers, employees and agents of the Company when they commence service with
the Company. In addition, this Policy (or a summary of this Policy) will be circulated periodically. Each director, officer, employee
and agent of the Company is required to acknowledge that he or she understands this Policy.
Amendments
We are committed to continuously reviewing and updating our policies and procedures. The Company therefore reserves the
right to amend, alter or terminate this Policy at any time and for any reason, subject to applicable law. A current copy of the
Company’s policies regarding insider trading may be obtained by contacting the Compliance Officer.
* * *
The policies in this Insider Trading Policy do not constitute a complete list of Company policies or a complete list of the types
of conduct that can result in discipline, up to and including discharge.
15

SCHEDULE I
INDIVIDUALS SUBJECT TO
QUARTERLY BLACKOUT PERIODS AND
PRE-CLEARANCE REQUIREMENTS
Board Members (All)
Executive Staff (All)
Administrative Personnel that report to Executive Staff
Designated Directors and Above
Designated Finance and Accounting Personnel
Designated Human Resources Personnel
Designated IT Personnel
Designated Marketing
Designated Operations Personnel
Designated Sales Personnel

SCHEDULE II
INDIVIDUALS SUBJECT TO
SECTION 16 REPORTING AND LIABILITY PROVISIONS
(As updated by the Compliance Officer on August 30, 2023)
1. DIRECTORS
Name
Thomas Rohrs
Iain MacKenzie
Marc Haugen
John Kispert
Laura Black
Jeffrey Andreson
Wendy Arienzo
Sarah O’Dowd
Yuval Wasserman
Jorge Titinger
2. OFFICERS (including officers who are also directors)
Name
Title(s)
Jeffrey Andreson
Chief Executive Officer and Director
Greg Swyt
Chief Financial Officer
Philip Barros
Chief Technology Officer
Bruce Ragsdale
Chief Operating Officer
Christopher Smith
Chief Commercial Officer
3. OTHERS
Name
Title(s) and/or relationship to the Company

FORM OF ACKNOWLEDGEMENT OF INSIDER TRADING POLICY
I have received and read the Ichor Holdings, Ltd. Insider Trading Policy. I understand the standards and policies
contained in the Policy and understand that there may be additional policies or laws specific to my position with Ichor Holdings, Ltd.
I agree to comply with the Policy.
If I have questions concerning the meaning or application of the Policy, any other Ichor Holdings, Ltd. policies or
procedures, or the legal and regulatory requirements applicable to my position with, or services to, Ichor Holdings, Ltd., I know that
I can consult with the Company’s Compliance Officer, knowing that my questions will be maintained in confidence, consistent with
applicable law.
Print Name
Signature
Date
Please sign and return this form to the Human Resources Department.

Exhibit 21.1
Name of Subsidiary
Jurisdiction of Incorporation, Organization, or Formation
Ichor Intermediate Holdings, Ltd.
 
Cayman Islands
Icicle Acquisition Holding Co-op
 
Netherlands
Icicle Acquisition Holding B.V.
 
Netherlands
Ichor Holdings Ltd.
 
Scotland
Ichor Systems Ltd.
 
Scotland
Ichor Holdings, LLC
 
Delaware
Ichor Systems, Inc.
 
Delaware
IMG Companies, LLC
 
Delaware
IMG, LLC
 
Delaware
IMG Altair, LLC
 
Delaware
IMG INTA, LLC
 
Delaware
IMG Larkin, LLC
 
Delaware
Applied Fusion, LLC
 
Delaware
Ichor Systems Korea Ltd.
 
Korea
Ichor Systems Malaysia Sdn Bhd
 
Malaysia
Ichor Systems Singapore, PTE Ltd.
 
Singapore

Exhibit 23.1
KPMG LLP
Suite 3800
1300 South West Fifth Avenue
Portland, OR 97201
Consent of Independent Registered Public Accounting Firm
We consent to the incorporation by reference in the registration statements (No. 333-215984 and No. 333-219846) on Form S-8 and (No. 333-
240294 and No. 333-273825) on Form S-3 of our reports dated February 21, 2025, with respect to the consolidated financial statements of Ichor
Holdings, Ltd. and the effectiveness of internal control over financial reporting.
/s/ KPMG LLP
Portland, Oregon
February 21, 2025

Exhibit 31.1
CEO CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Jeffrey S. Andreson, certify that:
1.
I have reviewed this annual report on Form 10-K for the year ended December 27, 2024 of Ichor Holdings, Ltd.;
2.
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period
covered by this report;
3.
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material
respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules
13a‑15(f) and 15d‑15(f)) for the registrant and have:
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our
supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by
others within those entities, particularly during the period in which this report is being prepared;
(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our
supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for
external purposes in accordance with generally accepted accounting principles;
(c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the
effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most
recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably
likely to materially affect, the registrant's internal control over financial reporting; and
5.
The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial
reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent
functions):
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are
reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal
control over financial reporting.
Date: February 21, 2025
By:
/s/ Jeffrey S. Andreson
Jeffrey S. Andreson
Chief Executive Officer

Exhibit 31.2
CFO CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Greg Swyt, certify that:
1.
I have reviewed this annual report on Form 10-K for the year ended December 27, 2024 of Ichor Holdings, Ltd.;
2.
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period
covered by this report;
3.
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material
respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules
13a‑15(f) and 15d‑15(f)) for the registrant and have:
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our
supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by
others within those entities, particularly during the period in which this report is being prepared;
(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our
supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for
external purposes in accordance with generally accepted accounting principles;
(c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the
effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most
recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably
likely to materially affect, the registrant's internal control over financial reporting; and
5.
The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial
reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent
functions):
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are
reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal
control over financial reporting.
Date: February 21, 2025
By:
/s/ Greg Swyt
Greg Swyt
Chief Financial Officer

Exhibit 32.1
CEO CERTIFICATION PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Annual Report of Ichor Holdings, Ltd. (the “Company”) on Form 10-K for the year ended December 27, 2024 as filed with
the Securities and Exchange Commission on the date hereof (the “Report”), I certify, to my knowledge, pursuant to 18 U.S.C. § 1350, as adopted
pursuant to § 906 of the Sarbanes‑Oxley Act of 2002, that:
(1) The Report fully complies with the requirements of section 13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934, as
amended; and
(2) The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the
Company.
Date: February 21, 2025
By:
/s/ Jeffrey S. Andreson
Jeffrey S. Andreson
Chief Executive Officer

Exhibit 32.2
CFO CERTIFICATION PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Annual Report of Ichor Holdings, Ltd. (the “Company”) on Form 10-K for the year ended December 27, 2024 as filed with
the Securities and Exchange Commission on the date hereof (the “Report”), I certify, to my knowledge, pursuant to 18 U.S.C. § 1350, as adopted
pursuant to § 906 of the Sarbanes‑Oxley Act of 2002, that:
(1) The Report fully complies with the requirements of section 13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934, as
amended; and
(2) The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the
Company.
Date: February 21, 2025
By:
/s/ Greg Swyt
Greg Swyt
Chief Financial Officer