Exhibit 10.1

Execution Version

EXTENSION AMENDMENT TO FIRST LIEN CREDIT AGREEMENT

dated as of

July 15, 2021,

among

AVEANNA HEALTHCARE INTERMEDIATE HOLDINGS LLC (f/k/a BCPE EAGLE

INTERMEDIATE HOLDINGS LLC),

as Holdings,

AVEANNA HEALTHCARE LLC (f/k/a BCPE EAGLE BUYER LLC),

as the Borrower,

the Extending Lenders party hereto,

and

BARCLAYS BANK PLC,

as Administrative Agent

EXTENSION AMENDMENT TO FIRST LIEN CREDIT AGREEMENT

This EXTENSION AMENDMENT TO FIRST LIEN CREDIT AGREEMENT dated as of July 15, 2021 (this “Amendment”), among Aveanna Healthcare LLC (f/k/a BCPE Eagle Buyer LLC), a Delaware limited liability company (the “Borrower”), Aveanna Healthcare Intermediate Holdings LLC (f/k/a BCPE Eagle Intermediate Holdings LLC), a Delaware limited liability company (“Holdings”), Barclays Bank PLC, as administrative agent (in such capacity, the “Administrative Agent”) under the Credit Agreement referred to below, each Extending Lender (as defined below) party hereto, and each New Term Loan Lender party hereto.

RECITALS:

WHEREAS, reference is made to the First Lien Credit Agreement dated as of March 16, 2017 (as amended by that certain Joinder Agreement and Amendment, dated as of July 1, 2018, Amendment No. 2 to First Lien Credit Agreement, dated as of March 19, 2020, Amendment No. 3 to First Lien Credit Agreement, dated as of April 1, 2020, Second Joinder Agreement and Fourth Amendment, dated as of September 21, 2020, Third Joinder Agreement and Fifth Amendment, dated as of March 11, 2021, and as further amended, restated, amended and restated, supplemented or otherwise modified prior to the date hereof, the “Existing Credit Agreement” and as may be further amended, restated, amended and restated, supplemented or otherwise modified from time to time, including by this Amendment, the “Credit Agreement”), among Holdings, the Borrower, the lenders or other financial institutions or entities from time to time party thereto and the Administrative Agent (capitalized terms used but not defined herein having the meaning provided in the Credit Agreement);

WHEREAS, the Borrower has requested the conversion of all Term Loans outstanding under the Existing Credit Agreement immediately prior to effectiveness of this Amendment (the “Existing Term Loans”) into a new Class of Term Loans (the “2021 Extended Term Loans”);

WHEREAS, this Amendment constitutes an Extension Request, and the Borrower is hereby notifying the Administrative Agent that it is, among other things, requesting an extension of the scheduled maturity date of the Existing Term Loans pursuant to Section 2.14(g) of the Existing Credit Agreement and the Administrative Agent, by posting this Amendment to SyndTrak is hereby providing a copy of such notice to all Lenders in accordance with Section 2.14(g) of the Existing Credit Agreement;

WHEREAS, (i) each Lender holding Existing Term Loans executing and delivering an Extension Election (each such Lender, an “Extending Lender”) in the form attached as Exhibit A hereto or another form of extension commitment (which may be electronic) acceptable to the Administrative Agent (an “Extension Request”) shall have the aggregate outstanding principal amount of its Existing Term Loans converted into 2021 Extended Term Loans on the Extension Amendment Effective Date (as defined below) and (ii) any Term Loan Lender that is not a party to this Amendment (any such Lender, a “Non-Consenting Lender”) shall be replaced, subject to Section 13.7 of the Credit Agreement, by one or more assignees acceptable to the Borrower and the Administrative Agent (and any such assignee shall also be deemed an “Extending Lender” hereunder), and the Existing Term Loans held by such Non-Consenting Lender shall be converted into 2021 Extended Term Loans;

WHEREAS, the Borrower has requested that certain New Term Loan Lenders having Delayed Draw New Term Loan Commitments (as defined below) as set forth on Schedule 1 hereto provide up to $200,000,000 of New Term Loans in the form of delayed draw advances (the “Delayed Draw New Term Loans”) in accordance with the terms and conditions set forth herein;

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NOW, THEREFORE, in consideration of the premises and agreements, provisions and covenants herein contained, the parties hereto agree as follows:

1. Terms of the 2021 Extended Term Loans. Effective as of the Extension Amendment Effective Date and subject to the satisfaction (or waiver) of the conditions precedent set forth in Section 4 hereof, each Extending Lender hereby agrees that its respective 2021 Extended Term Loans will be made on the following terms and conditions:

(a) the 2021 Extended Term Loans borrowed, converted or exchanged under this Section 1 and repaid or prepaid may not be reborrowed. The 2021 Extended Term Loans may be made and/or converted, as applicable, as ABR Loans or LIBOR Rate Loans, on the terms and conditions applicable to Term Loans under the Credit Agreement;

(b) the entire aggregate principal amount of the Existing Term Loans of each Extending Lender shall hereby be converted to 2021 Extended Term Loans of each Extending Lender with the same aggregate principal amount and the aggregate principal amount of 2021 Extended Term Loans deemed incurred under this Amendment shall be $860,000,000 as of the Extension Amendment Effective Date;

(c) the 2021 Extended Term Loans (i) will vote as a single Class for purposes of any amendments or waivers under the Credit Documents and (ii) will share ratably in any prepayment of Term Loans other than any voluntary prepayments and any prepayments pursuant to Section 5.2(a)(iii) of the Credit Agreement (which may, for the avoidance of doubt, be on a greater than pro rata basis);

(d) the Applicable Margin for the 2021 Extended Term Loans shall be a percentage per annum equal to (i) for LIBOR Loans that are 2021 Extended Term Loans, 3.75% and (ii) for ABR Loans that are 2021 Extended Term Loans, 2.75%;

(e) the Maturity Date for the 2021 Extended Term Loans shall be July 15, 2028 (the “Extended Term Loan Maturity Date”) or, if such date is not a Business Day, the first Business Day thereafter. The Borrower shall repay to the Administrative Agent on the last Business Day of each March, June, September and December, commencing with the last Business Day of the first full fiscal quarter ending after the Extension Amendment Effective Date and ending with the last such Business Day prior to the Extended Term Loan Maturity Date, for the benefit of the Extending Lenders, a principal amount equal to 0.25% of the aggregate principal amount of all 2021 Extended Term Loans outstanding on the Extension Amendment Effective Date (which amounts shall (i) be reduced by the amount of the relevant scheduled principal payments that have been prepaid or deemed prepaid in accordance with the Credit Agreement, including as set forth in Section 5.1, Section 5.2(c) and Section 13.6(h) of the Credit Agreement, and (ii) be adjusted in accordance with Section 3(d) of this Amendment);

(f) With respect to any New Term Loans (as defined in the Credit Agreement) made under New Term Loan Commitments (as defined in the Credit Agreement), which are committed to by Lenders after the date hereof (such New Term Loans, the “Post-Amendment Term Loans”), and that is pari passu in right of payment and security with the 2021 Extended Term Loans incurred under this Agreement prior to the date that is twelve (12) months after the Extension Amendment Effective Date and not incurred in connection with a Permitted Acquisition if the interest margin for LIBOR Loans in respect of any Post-Amendment Term Loans that rank pari passu in right of payment and security with the 2021 Extended Term Loans as of the date of funding thereof exceeds the interest margin for LIBOR Loans in respect of any 2021 Extended Term Loans by more than 0.75%, the Applicable Margin for LIBOR Loans in respect of such 2021 Extended Term Loans shall be adjusted so that the interest margin in respect of such 2021 Extended Term Loans is equal to the interest margin for LIBOR Loans in respect of such Post-Amendment Term Loans minus 0.75%. Notwithstanding the foregoing, this clause (f) shall not apply to any such Post-Amendment Term Loans that are (i) incurred pursuant to clause (i) or clause (ii) of the definition of “Maximum Incremental Facilities Amount”, (ii) incurred in connection with a Permitted Acquisition or a Permitted Investment, (iii) not comprised of broadly syndicated term loans.

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(g) In the event that, prior to the sixth-month anniversary of the Extension Amendment Effective Date, the Borrower (i) makes any prepayment of the 2021 Extended Term Loans in connection with any Repricing Transaction the primary purpose of which is to decrease the Effective Yield on such 2021 Extended Term Loans or (ii) effects any amendment of the Credit Agreement resulting in a Repricing Transaction the primary purpose of which is to decrease the Effective Yield on the 2021 Extended Term Loans, the Borrower shall pay to the Administrative Agent, for the ratable account of each of the applicable Lenders, (x) in the case of clause (i), a prepayment premium of 1.00% of the principal amount of the 2021 Extended Term Loans being prepaid in connection with such Repricing Transaction and (y) in the case of clause (ii), an amount equal to 1.00% of the aggregate principal amount of the applicable New Term Loans outstanding immediately prior to such amendment that are subject to an effective pricing reduction pursuant to such Repricing Transaction. For purposes of this clause (g), references in the definition of “Repricing Transaction” in the Credit Agreement to the “Initial Term Loans” shall deemed to be references to the 2021 Extended Term Loans;

(h) except as expressly provided in this Amendment, the terms of the 2021 Extended Term Loans shall be identical to those applicable to the Initial Term Loans under the Existing Credit Agreement as in effect immediately prior to the Extension Amendment Effective Date and each reference to “Extended Term Loans”, the “Credit Facilities” and a “Term Loan” in the Credit Agreement or the other Credit Documents shall be deemed to include the 2021 Extended Term Loans and all other related terms will have correlative meanings mutatis mutandis;

(i) it is understood and agreed that this Amendment shall constitute an Extension Request by the Borrower with respect to the Existing Term Loans;

(j) subject to Section 13.7 of the Credit Agreement, the outstanding principal amount of the Existing Term Loans of the Non-Converting Lenders shall be repaid in full in cash; and

(k) the conversion of the Existing Term Loans for the 2021 Extended Term Loans by the Extending Lenders shall be effected by book entry in such manner, and with such supporting documentation, as may be reasonably determined by the Administrative Agent (including pursuant to cash settlement and assignment mechanics between any Extending Lender, Barclays Bank PLC as Term Loan Lender, any New Term Loan Lender and the Administrative Agent on and after the Extension Amendment Effective Date with respect to such 2021 Extended Term Loans).

2. Amendments to the Credit Agreement. Effective as of the Extension Amendment Effective Date and subject to the satisfaction (or waiver) of the conditions precedent set forth in Section 4 hereof:

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

(b) Schedules 1.1(d), 9.10, 10.1, 10.2 and 10.5 to the Existing Credit Agreement shall be deemed amended and restated in their entirety as annexed hereto.

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(c) By execution and delivery of this Agreement by each Extending Lender, each such Extending Lender consents to the modifications to the Existing Credit Agreement and other Credit Documents effected by this Agreement. The Extending Lenders hereby authorize the Administrative Agent and the Borrower, without the consent of any Lender, to make such modifications to the Exhibits to the Credit Agreement from time to time after the Extension Amendment Effective Date as the Administrative Agent and the Borrower shall reasonably agree to reflect the modifications to the Existing Credit Agreement and other Credit Documents effected hereby.

3. Terms of the Delayed Draw Term Facility. Each New Term Loan Lender party hereto hereby commits to provide its respective New Term Loan Commitment for the Delayed Draw New Term Loans (the “Delayed Draw New Term Loan Commitment”), in each case, as set forth on Schedule 1 annexed hereto, on the terms set forth below and subject to the conditions set forth in Section 4 and 5 of this Amendment:

(a) Each New Term Loan Lender hereby agrees, severally and not jointly, to make Delayed Draw New Term Loans denominated in Dollars to the Borrower in up to four draws and in minimum amounts no less than $1 million, in each case, after the Extension Amendment Effective Date until July 15, 2023 (the “Delayed Draw Funding Cutoff Date”). If the date of the funding of any Delayed Draw New Term Loans (each such date, the “Delayed Draw Closing Date”) has not occurred on or prior to the Delayed Draw Funding Cutoff Date, the Delayed Draw New Term Loan Commitments shall be automatically reduced to zero at 5 p.m. on the Delayed Draw Funding Cutoff Date. Delayed Draw New Term Loans that are repaid or prepaid may not be reborrowed, any funding of Delayed Draw New Term Loans shall reduce the Delayed Draw New Term Loan Commitments on a pro rata basis.

(b) Without duplication, the Borrower agrees to pay to the Administrative Agent in Dollars, for the account of each New Term Loan Lender with a Delayed Draw New Term Loan Commitment (in each case (i) pro rata according to the respective Delayed Draw New Term Loan Commitments of all such Lenders and (ii) as may be reduced pro rata by borrowings of Delayed Draw New Term Loans on each Delayed Draw Closing Date) (other than Defaulting Lenders), a commitment fee (the “DDTL Commitment Fee”) for the period from and including the forty-fifth (45^th) day after the Extension Amendment Effective Date to but excluding the earlier of the date on which the Delayed Draw New Term Loan Commitments terminate and the Delayed Draw Closing Date, calculated in an amount equal to the average daily unused amount of the Delayed Draw New Term Loan Commitments, multiplied by a percentage per annum equal to (a) for any day in the period from and including the date that is forty-fifth (45) days after the Extension Amendment Effective Date to but excluding the earlier of the date that is ninety (90) days following the Extension Amendment Effective Date, 50% of the Applicable Margin for LIBOR Loans then in effect with respect to the 2021 Extended Term Loans, and (b) for any day in the period from and including the date that is ninety-one (91) days after the Extension Amendment Effective Date to but excluding the earlier of the date on which the Delayed Draw New Term Loan Commitments terminate and the Delayed Draw Closing Date, 100% of the Applicable Margin for LIBOR Loans then in effect with respect to the 2021 Extended Term Loans. Each DDTL Commitment Fee shall be payable (x) quarterly in arrears on the last Business Day of each March, June, September and December (for the three-month period (or portion thereof) ended on such day for which no payment has been received), (y) on each Delayed Draw Closing Date (for the period ended on such date for which no payment has been received pursuant to clause (x) above) and (z) on the date on which the Delayed Draw New Term Loan Commitments terminate (for the period ended on such date for which no payment has been received pursuant to clause (x) or (y) above), and;

(c) The Borrower shall pay to each New Term Loan Lender funding Delayed Draw New Term Loans on each Delayed Draw Closing Date an upfront fee (which may be structured as original issue discount at the election of the Administrative Agent) equal to 0.50% of the principal amount of such New Term Loan Lender’s pro rata share of the Delayed Draw New Term Loans (“DDTL Upfront Fees”), which amounts may be netted from the applicable Delayed Draw New Term Loan;

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(d) On each Delayed Draw Closing Date, (i) there shall commence an initial Interest Period with respect to the Delayed Draw New Term Loans that are made on such Delayed Draw Closing Date that shall end on the last day of an Interest Period applicable to any of the 2021 Extended Term Loans, (ii) the Administrative Agent is hereby authorized to take any and all action as may be reasonably necessary to ensure that any Delayed Draw New Term Loans that are made on each Delayed Draw Closing Date are included in each repayment of Term Loans in accordance with the Credit Agreement, including that the scheduled amortization payments under Section 1(e) hereof shall be automatically ratably increased to reflect the aggregate principal amount of the Delayed Draw New Term Loans;

(e) the Borrower will use the proceeds of the Delayed Draw New Term Loans and cash on hand for Permitted Acquisitions and similar investments permitted under the Credit Agreement or to replenish cash on the balance sheet or reduce outstanding Revolving Credit Loans that were used for Permitted Acquisitions or Permitted Investments; and

(f) except as expressly provided in this Amendment, the terms of the Delayed Draw New Term Loans shall be identical to those applicable to the 2021 Extended Term Loans.

4. Effective Date Conditions. This Amendment will become effective on the date (the “Extension Amendment Effective Date”), on which each of the following conditions have been satisfied (or waived by the Lenders party hereto) in accordance with the terms therein:

(a) the Administrative Agent (or its counsel) shall have received from each Credit Party and the Extending Lenders (including the Extending Lenders constituting Required Lenders), either (i) a counterpart of this Amendment signed on behalf of such party or (ii) written evidence satisfactory to the Administrative Agent (which may include facsimile or other electronic transmission of a signed counterpart of this Amendment) that such party has signed a counterpart to this Amendment (which, in the case of the Extending Lenders, may be in the form of an Extension Election);

(b) The Administrative Agent (or its counsel) shall have received (x) as of the Extension Amendment Effective Date, executed legal opinions, in customary form, from (i) Kirkland & Ellis LLP, as New York, California and Texas counsel to the Credit Parties, (ii) Greenberg Traurig LLP, as special Delaware, Pennsylvania, Massachusetts, Minnesota, Nevada, New Jersey, Arizona, Colorado, Virginia and Georgia counsel to the Credit Parties, (iii) Polsinelli PC, as special Washington and Missouri counsel to the Credit Parties, (iv) Dickinson Wright PLLC, as special Michigan, Florida and Tennessee counsel to the Credit Parties, (v) Nelson Mullins Riley & Scarborough LLP as special North Carolina counsel to the Credit Parties and (vi) Gordon Rees Scully Mansukhani, LLP as special Oklahoma, Iowa and Wisconsin counsel to the Credit Parties and (y) a customary certificate of each Credit Party, dated as of the Extension Amendment Effective Date, substantially in the form delivered on the Closing Date, with appropriate insertions and attaching (i) a copy of the resolutions of the applicable governing body of each Credit Party (or a duly authorized committee thereof) authorizing (a) the execution, delivery, and performance of this Agreement and any related agreements to which it is a party and (b) in the case of the Borrower, the extensions of credit contemplated hereunder, (ii) the applicable Organizational Documents of each of each Credit Party (or confirming no amendment to such Organizational Documents have been made with respect to such Credit Party since such Organizational Documents were delivered to the Administrative Agent in connection with that certain Third Joinder Agreement and Fifth Amendment, dated March 11, 2021) and, to the extent applicable in the jurisdiction of organization of such Credit Party, a certificate as to its good standing as of a recent date from an applicable Governmental Authority in such jurisdiction of organization, and (iii) signature and incumbency certificates (or other comparable documents evidencing the same) of the Authorized Officers of each Credit Party executing this Agreement and any related agreements to which it is a party (or confirming there are no such changes to the Authorized Officers with respect to such Credit Party since the Closing Date). The Borrower hereby instructs and agrees to instruct the other Credit Parties to have the counsel described in this clause (ii) deliver such legal opinions.

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(c) On the Extension Amendment Effective Date, the Administrative Agent shall have received a certificate from the Chief Financial Officer of the Borrower (or other officer of the Borrower with similar responsibilities) substantially in the form of Exhibit C hereto to the effect that as of the Extension Amendment Effective Date, the Borrower, together with its Subsidiaries on a consolidated basis, is Solvent.

(d) The Administrative Agent shall have received (at least three (3) Business Days prior to the Extension Amendment Effective Date) all documentation and other information about each Credit Party as has been reasonably requested in writing at least ten (10) Business Days prior to the Extension Amendment Effective Date by the Administrative Agent or any Consenting Lenders that is required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the PATRIOT Act and a certification regarding beneficial ownership required by 31 C.F.R. § 1010.230.

(e) The Borrower shall have paid (which may occur substantially simultaneously with the effectiveness of this Agreement on the Extension Amendment Effective Date) (w) all reasonable, documented and invoiced fees and documented out-of-pocket costs and expenses payable to the Administrative Agent in connection with this Agreement and (x) all reasonable fees, expenses and disbursements of Paul Hastings LLP, as counsel for the Administrative Agent, incurred in connection with the preparation, negotiation and execution of this Amendment to the extent invoiced at least three (3) Business Days prior to the date hereof, (y) each Extending Lender funding 2021 Extended Term Loans on the Extension Amendment Effective Date an upfront fee (which may be structured as original issue discount at the election of the Administrative Agent) (the “Term Loan Upfront Fee”) equal to 0.50% of the principal amount of such Extending Lender’s pro rata share of the 2021 Extended Term Loans, which amounts may be netted from the 2021 Extended Term Loans and (z) fees required to be paid on the Extension Amendment Effective Date pursuant to the Engagement Letter, dated as of June 29, 2021 between the Borrower and Barclays Bank PLC as engagement party and arranger, and the other engagement parties and arrangers signatory thereto (which amounts may, at the Borrower’s option, be offset against the proceeds of the Loans).

(f) The Administrative Agent shall have received a certificate from the Chief Financial Officer of the Borrower (or other officer of the Borrower with similar responsibilities) certifying that (x) no Event of Default shall exist on the Extension Amendment Effective Date or immediately after giving effect thereto, and (y) on and as of the Extension Amendment Effective Date, all representations and warranties made by any Credit Party contained in the Credit Agreement or in the other Credit Documents shall be true and correct in all material respects with the same effect as though such representations and warranties had been made on and as of the such date (except (i) where such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects as of such earlier date and (ii) where such representation or warranty is already qualified by materiality, in which case, such representations or warranties shall be true and correct in all respects).

(h) The Administrative Agent shall have received a Notice of Borrowing with respect to the 2021 Extended Term Loans.

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5. Delayed Draw Funding Date Conditions.

(a) The Borrowing of the Delayed Draw New Term Loan on each Delayed Draw Closing Date is subject solely to the satisfaction or waiver (by the New Term Loan Lead Arrangers, in their sole discretion) of the following conditions precedent:

(i) The Consolidated First Lien Net Leverage Ratio (calculated on a Pro Forma Basis) shall not exceed the greater of (x) 4.75 to 1.00 or (y) the Consolidated First Lien Net Leverage Ratio in effect immediately prior to giving effect to the incurrence of the Delayed Draw New Term Loans, in each case subject to Section 1.12(h) of the Credit Agreement.

(ii) The Administrative Agent (or its counsel) shall have received a Notice of Borrowing with respect to the Delayed Draw New Term Loan to be made on the Delayed Draw Closing Date meeting the requirements of Section 5(b) hereof and certifying compliance with the requirements under Section 5(a)(i) and (iii) hereof.

(iii) (a) No Event of Default under Section 11.1 or Section 11.5 of the Credit Agreement shall exist on the Delayed Draw Closing Date or after giving effect thereto, and (b) all representations and warranties made by any Credit Party contained in any Credit Documents shall be true and correct in all material respects with the same effect as though such representations and warranties had been made on and as of the Delayed Draw Closing Date, in each case subject to Section 1.12(h) of the Credit Agreement.

(iv) The Borrower shall pay to the Administrative Agent, for the benefit of each New Term Loan Lender funding Delayed Draw Term Loans on each Delayed Draw Closing Date, (i) DDTL Upfront Fees and (ii) DDTL Commitment Fees then due and payable as of such date.

(b) To borrow the Delayed Draw New Term Loan on the Delayed Draw Closing Date, the Borrower shall deliver to the Administrative Agent at the Administrative Agent’s Office (i) in the case of ABR Loans, an executed Notice of Borrowing prior to 12:00 p.m. at least one Business Day prior to the Delayed Draw Closing Date and (ii) in the case of LIBOR Loans, an executed Notice of Borrowing prior to 12:00 p.m. at least three Business Day prior to the Delayed Draw Closing Date (or, in each case, such shorter notice as is approved by the Administrative Agent in its reasonable discretion). Each such Notice of Borrowing shall specify solely (A) the aggregate principal amount of the Delayed Draw New Term Loan to be made, (B) the date of the Borrowing (which shall be a Business Day), (C) whether such Delayed Draw New Term Loan shall consist of ABR Loans and/or LIBOR Loans, and (D) with respect to any LIBOR Loans, the Interest Period to be initially applicable thereto. With respect to the Delayed Draw New Term Loan, if no election as to the Type of Borrowing is specified in any such notice, then the requested Borrowing shall be (x) so long as such notice was delivered with the advance notice required under clause (ii) above, a LIBOR Loan and (y) otherwise, an ABR Loan. If no Interest Period with respect to any Borrowing of LIBOR Loans is specified in any such notice, then the Borrower shall be deemed to have selected an Interest Period of one month’s duration. The Administrative Agent shall promptly advise the applicable Lenders of any such notice (and the contents thereof), and of each Lender’s pro rata share of the requested Borrowing.

6. Representations and Warranties. By its execution of this Amendment, each of Holdings and the Borrower hereby represents and warrants (on behalf of itself and each other Credit Party) that:

(a) Each Credit Party has the corporate or other organizational power and authority to execute, deliver and carry out the terms and provisions of this Amendment and has taken all necessary corporate or other organizational action to authorize the execution, delivery and performance of this Amendment; and

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(b) Each Credit Party has duly executed and delivered this Amendment and this Amendment constitutes the legal, valid and binding obligation of such Credit Party enforceable in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency or similar laws affecting creditors’ rights generally and subject to general principles of equity.

7. Reaffirmation of the Credit Parties; Reference to and Effect on the Credit Agreement and the other Credit Documents.

(a) Each Credit Party hereby consents to the terms of this Agreement and the amendment of the Credit Agreement effected hereby. Each Credit Party hereby confirms that each Credit Document to which it is a party or otherwise bound and all Collateral encumbered thereby will continue to guarantee or secure, as the case may be, to the fullest extent possible in accordance with the Credit Documents the payment and performance of all “Obligations” under each of the Credit Documents to which it is a party (in each case as such terms are defined in the applicable Credit Document). Each Credit Party acknowledges and agrees that any of the Credit Documents (as they may be modified by this Agreement) to which it is a party or otherwise bound shall continue in full force and effect and that all of its obligations thereunder shall be valid and enforceable and shall not be impaired or limited by the execution or effectiveness of this Agreement other than to the extent expressly contemplated hereby.

(b) Except to the extent expressly set forth in this Amendment, the execution, delivery and performance of this Amendment shall not constitute a waiver of any provision of, or operate as a waiver of any right, power or remedy of any Agent or Lender under, the Credit Agreement or any of the other Credit Documents and shall not, except as expressly set forth herein with respect to the conversion of Existing Term Loans of each Extending Lender party hereto, affect the terms of any Existing Term Loan.

(c) On and after the Second Amendment Effective Date, each reference in the Credit Agreement to “this Amendment”, “hereunder”, “hereof”, “herein” or words of like import referring to the Credit Agreement, and each reference in the other Credit Documents to the “Credit Agreement”, “thereunder”, “thereof” or words of like import referring to the Credit Agreement shall mean and be a reference to the Credit Agreement as amended by this Amendment.

8. New Term Loan Lender. To the extent not already a Lender, each New Term Loan Lender and/or Extending Lender party hereto acknowledges and agrees that upon its execution of this Agreement and the making of the 2021 Extended Term Loans or Delayed Draw New Term Loans, as the case may be, that such New Term Loan Lender and/or Extending Lender shall become a “Lender” under, and for all purposes of, the Credit Agreement and the other Credit Documents, and shall be subject to and bound by the terms thereof, and shall perform all the obligations of and shall have all rights of a Lender thereunder. Each New Term Loan Lender and/or Extending Lender (i) confirms that it has received a copy of the Credit Agreement and the other Credit Documents and the exhibits thereto, together with copies of the most recent financial statements referred to in Section 8.9 of the Credit Agreement or delivered pursuant to Section 9.1 of the Credit Agreement, as applicable, and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Agreement; (ii) agrees that it will, independently and without reliance upon the Administrative Agent, the Collateral Agent, any other New Term Loan Lender and/or Extending Lender or any other Lender or Agent, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Agreement; (iii) appoints and authorizes the Administrative Agent and the Collateral Agent to take such action as agent on its behalf and to exercise such powers under the Credit Agreement and the other Credit Documents as are delegated to the Administrative Agent or the Collateral Agent, as the case may be, by the terms thereof, together with such powers as are reasonably incidental thereto; and (iv) agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Credit Documents are required to be performed by it as a Lender.

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9. Benchmark Replacement Provisions. As of the Extension Amendment Effective Date, parties signatory hereto consent be bound by the terms and provisions set forth on Annex A attached hereto.

10. Amendment, Modification and Waiver. This Amendment may not be amended, modified or waived except as permitted by Section 13.1 of the Credit Agreement.

11. Successors and Assigns. Each Extending Lender party hereto hereby agrees that by submitting a signature page hereto it and its successors and assigns shall be irrevocably bound by the terms hereof.

12. Integration. This Amendment and the other Credit Documents constitute the entire agreement 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. This Amendment shall not constitute a novation of any amount owing under the Credit Agreement with respect to any Existing Term Loans which are not converted to 2021 Extended Term Loans and all amounts owing in respect of principal, interest, fees and other amounts pursuant to the Credit Agreement and the other Credit Documents shall, to the extent not paid or exchanged on or prior to the Extension Amendment Effective Date, continue to be owing under the Credit Agreement or such other Credit Documents until paid or exchanged in accordance therewith.

13. GOVERNING LAW; JURISDICTION; CONSENT TO SERVICE OF PROCESS. THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK. SECTION 13.13 OF THE CREDIT AGREEMENT ARE HEREBY INCORPORATED BY REFERENCE INTO THIS AMENDMENT AS IF SUCH PROVISION WERE SET FORTH IN FULL HEREIN MUTATIS MUTANDIS AND SHALL APPLY HERETO.

14. Severability. Any provision of this Amendment that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

15. Counterparts. This Agreement may be executed by one or more of the parties to this Agreement on any number of separate counterparts (including by facsimile or other electronic transmission), and all of said counterparts shall be deemed originals and taken together shall be deemed to constitute one and the same instrument. A set of the copies of this Agreement signed by all the parties shall be lodged with the Borrower and the Administrative Agent. The words “execution,” “signed,” “signature,” and words of like import in this Agreement shall be deemed to include electronic signatures or the keeping of electronic records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act. For the avoidance of doubt, the foregoing also applies to any amendment, extension or renewal of this Agreement.

16. WAIVER OF JURY TRIAL. EACH PARTY HERETO IRREVOCABLY AND UNCONDITIONALLY WAIVES (TO THE EXTENT PERMITTED BY APPLICABLE LAW) THE RIGHT TO TRIAL BY JURY IN ANY LEGAL ACTION, PROCEEDING, CLAIM OR COUNTERCLAIM BROUGHT BY ANY PARTY RELATED TO OR ARISING OUT OF THIS AGREEMENT OR ANY OTHER CREDIT DOCUMENT OR THE PERFORMANCE OF SERVICES HEREUNDER OR THEREUNDER.

10

17. Credit Document. On and after the Extension Amendment Effective Date, this Amendment shall constitute a “Credit Document” for all purposes of the Credit Agreement and the other Credit Documents.

[Signature Pages Follow]

11

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

[Signature Page to Extension Amendment to First Lien Credit Agreement]

AB INNOVATIONS HEALTH SERVICES, INC.

AMERICAN STAFFING SERVICES, INC.

ANDVENTURE, LLC

ANGEL’S TOUCH HOME CARE, LLC

ASSURE HOME HEALTHCARE, INC.

AVEANNA HEALTHCARE AS, LLC

AVEANNA HEALTHCARE INTERMEDIATE HOLDINGS LLC

AVEANNA HEALTHCARE SENIOR SERVICES LLC

CARE AMERICA HOME CARE SERVICES, INC.

CARE UNLIMITED, INC.

CHILD’S PLAY THERAPEUTIC HOMECARE, INC.

D & D SERVICES, INC. DAWSON THOMAS, NC.

DM HOLDCO, INC.

EHS DE HOLDINGS,INC. EPIC ACQIDSITION, INC.

EPIC HEALTH SERVICES (DE), LLC EPIC HEALTH SERVICES (PA), LLC

EPIC HEALTH SERVICES, INC.

EPIC HEALTH SERVICES, INC.

EPIC HEALTH SERVICES, INC.

EPIC PEDIATRIC THERAPY, L.P.

EVERGREEN HOME HEALTHCARE, LLC

FHH HOLDINGS, INC.

FIRSTAFF NURSING SERVICES, INC.

FIVE POINTS HEALTHCARE OF ALABAMA, LLC

FIVE POINTS HEALTHCARE OF DE, LLC

FIVE POINTS HEALTHCARE OF GA, LLC

FIVE POINTS HEALTHCARE OF NC, LLC

FIVE POINTS HEALTHCARE OF PA, LLC

FIVE POINTS HEALTHCARE OF VIRGINIA, LLC

FIVE POINTS HEALTHCARE, LLC

FIVE POINTS OF HEALTHCARE OF LOUISIANA, LLC

FREEDOM ELDERCARE NY, INC.

FREEDOM HOME HEALTHCARE, INC.

HEALTHCORPS, INC.

HOME HEALTH CARE OF NORTHERN NEVADA, LLC

HOMEFIRST HEALTHCARE SERVICES, LLC

JED ADAM ENTERPRISES, LLC

LCA HOLDING, INC.

LOVING CARE AGENCY, INC.

MEDCO RESPIRATORY INSTRUMENTS, INC.

MILLENIUM HOME HEALTH CARE, INC.

NURSES TO GO, L.L.C.

OPTION 1 BILLING GROUP, LLC

OPTION 1 NORTHWEST ENTERAL, LLC

OPTION 1 NUTRITION GROUP, LLC

OPTION 1 NUTRITION HOLDINGS, INC.

OPTION 1 NUTRITION SOLUTIONS, LLC

OPTION 1 NUTRITION SOLUTIONS, LLC

OPTION l NUTRITION SOLUTIONS CA, INC.

PEDIATRIA HEALTHCARE LLC

PEDIATRIC HOME CARE, INC.

PEDIATRIC HOME HEALTH CARE HOLDINGS, INC.

[Signature Page to Extension Amendment to First Lien Credit Agreement]

PEDIATRIC HOME NURSING SERVICES, INC.

PEDIATRIC SERVICES HOLDING, LLC

PEDIATRIC SERVICES OF AMERICA, LLC

PEDIATRIC SERVICES OF AMERICA, LLC

PEDIATRIC SPECIAL CARE, INC.

PENNHURST GROUP, LLC

PREMIER HEALTHCARE SERVICES, LLC

PSA HEALTHCARE INTERMEDIATE HOLDING, LLC

PYRA MED HEALTH SERVICES, LLC

RECOVER HEALTH OF IOWA, INC.

RECOVER HEALTH OF MINNESOTA, INC.

RECOVER HEALTH OF WISCONSIN, INC

RECOVER HEALTH SERVICES, LLC

RECOVER HEALTH, INC.

REHABILITATION ASSOCIATES, INC.

SAINTS HOME HEALTHCARE, LLC SANTE GP, LLC

SANTE HOLDINGS, INC.

TCG HOME HEALTH, LLC

TCGHHA, LLC

TOTAL CARE, INC.

WILLOWBROOK HEALTH SYSTEMS, INC.

WILLOWBROOK HOME HEALTH CARE AGENCY, INC.

WILLOWBROOK HOSPICE, INC.,

DOCTOR’S CHOICE HOLDINGS, LLC,

SIMONE HEALTH CARE, LLC,

DOCTOR’S CHOICE HOME CARE, LLC,

5 STAR HOME HEALTH SERVICES, LLC,

FLORIDA HOMECARE SPECIALISTS OF CITRUS LLC,

NURSING PLUS, LLC,

TIMELESS HOME CARE, LLC,

SLHHA HOLDINGS, LLC,

SAVING LIVES HOME HEALTH AGENCY, LLC

[Signature Page to Extension Amendment to First Lien Credit Agreement]

[Signature Page to Extension Amendment to First Lien Credit Agreement]

[Signature Page to Extension Amendment to First Lien Credit Agreement]

[Signature Page to Extension Amendment to First Lien Credit Agreement]

[Signature Page to Extension Amendment to First Lien Credit Agreement]

[Signature Page to Extension Amendment to First Lien Credit Agreement]

[Signature Page to Extension Amendment to First Lien Credit Agreement]

[Signature Page to Extension Amendment to First Lien Credit Agreement]

[Signature Page to Extension Amendment to First Lien Credit Agreement]

[Signature Page to Extension Amendment to First Lien Credit Agreement]

[Signature Page to Extension Amendment to First Lien Credit Agreement]

[Signature Page to Extension Amendment to First Lien Credit Agreement]

ANNEX A

TO EXTENSION AMENDMENT TO FIRST LIEN CREDIT AGREEMENT

Reference is made to that certain Extension Amendment (the “Amendment”), dated as of July 15, 2021, which amends that certain First Lien Credit Agreement, dated as of March 16, 2017 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Aveanna Healthcare Intermediate Holdings LLC, the Borrower, the lending institutions from time to time party thereto, and Barclays Bank PLC, as the Administrative Agent, the Collateral Agent, a Letter of Credit Issuer, and a Lender (capitalized terms used but not defined in clause (f) of this Annex A having the meaning provided in the Credit Agreement or the Amendment, as applicable).

Notwithstanding anything to the contrary in the Credit Agreement or in any other Credit Document (and any Hedge Agreement shall be deemed not to be a “Credit Document” for the purposes of this Annex A):

“Available Tenor” means, as of any date of determination and with respect to the then-current Benchmark, as applicable, (x) if the then-current Benchmark is a term rate, any tenor for such Benchmark that is or may be used for determining the length of an Interest Period or (y) otherwise, any payment period for interest calculated with reference to such Benchmark, as applicable, pursuant to the Credit Agreement as of such date.

“Benchmark” means, initially, USD LIBOR; provided that if a replacement of the Benchmark has occurred pursuant to this Annex, then “Benchmark” means the applicable Benchmark Replacement to the extent that such Benchmark Replacement has replaced such prior benchmark rate. Any reference to “Benchmark” shall include, as applicable, the published component used in the calculation thereof.

“Benchmark Replacement” means, for any Available Tenor:

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

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

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

“Benchmark Transition Event” means, with respect to any then-current Benchmark other than USD LIBOR, the occurrence of a public statement or publication of information by or on behalf of the administrator of the then-current Benchmark, the regulatory supervisor for the administrator of such Benchmark, the Board of Governors of the Federal Reserve System, the Federal Reserve Bank of New York, an insolvency official with jurisdiction over the administrator for such Benchmark, a resolution authority with jurisdiction over the administrator for such Benchmark or a court or an entity with similar insolvency or resolution authority over the administrator for such Benchmark, announcing or stating that (a) such administrator has ceased or will cease on a specified date to provide all Available Tenors of such Benchmark, permanently or indefinitely, provided that, at the time of such statement or publication, there is no successor administrator that will continue to provide any Available Tenor of such Benchmark or (b) all Available Tenors of such Benchmark are or will no longer be representative of the underlying market and economic reality that such Benchmark is intended to measure and that representativeness will not be restored.

“Daily Simple SOFR” means, for any day, SOFR, with the conventions for this rate (which will include a lookback) being established by the Administrative Agent in accordance with the conventions for this rate recommended by the Relevant Governmental Body for determining “Daily Simple SOFR” for syndicated business loans; provided, that if the Administrative Agent in its reasonable discretion decides that any such convention is not administratively feasible for the Administrative Agent, then the Administrative Agent in consultation with the Borrower may establish another convention in its reasonable discretion.

“Early Opt-in Effective Date” means, with respect to any Early Opt-in Election, the sixth (6th) Business Day after the date notice of such Early Opt-in Election is provided to the Lenders, so long as the Administrative Agent has not received, by 5:00 p.m. (New York City time) on the fifth (5th) Business Day after the date notice of such Early Opt-in Election is provided to the Lenders, written notice of objection to such Early Opt-in Election from Lenders comprising the Required Lenders.

“Early Opt-in Election” means the occurrence of:

“Floor” means the benchmark rate floor, if any, provided in the Credit Agreement initially (as of the execution of the Credit Agreement, the modification, amendment or renewal of the Credit Agreement or otherwise) with respect to USD LIBOR.

“Relevant Governmental Body” means the Board of Governors of the Federal Reserve System or the Federal Reserve Bank of New York, or a committee officially endorsed or convened by the Board of Governors of the Federal Reserve System or the Federal Reserve Bank of New York, or any successor thereto.

“SOFR” means a rate per annum equal to the secured overnight financing rate for such Business Day published by the Federal Reserve Bank of New York (or a successor administrator of the secured overnight financing rate) on the website of the Federal Reserve Bank of New York, currently at http://www.newyorkfed.org (or any successor source for the secured overnight financing rate identified as such by the administrator of the secured overnight financing rate from time to time).

“Term SOFR” means, for the applicable corresponding tenor, the forward-looking term rate based on SOFR that has been selected or recommended by the Relevant Governmental Body.

“Unadjusted Benchmark Replacement” means the Benchmark Replacement excluding the Benchmark Replacement Adjustment.

“USD LIBOR” means the London interbank offered rate for U.S. dollars.

.

EXHIBIT B

to Extension Amendment to First Lien Credit Agreement

AMENDMENTS TO THE CREDIT AGREEMENT

(see attached)

Execution Version

Exhibit B to

Extension Amendment to First Lien Credit Agreement

FIRST LIEN CREDIT AGREEMENT

Dated as of March 16, 2017

(as amended by the Joinder Agreement and Amendment, dated as of July 1, 2018, Amendment No. 2 to First Lien Credit Agreement, dated as of March 19, 2020, Amendment No. 3 to First Lien Credit Agreement, dated as of April 1, 2020, Second Joinder and Fourth Amendment, dated as of September 21, 2020 and 2020, Third Joinder and Fifth Amendment, dated as of March 11, 2021 and Extension Amendment to First Lien Credit Agreement, dated as of July 15, 2021)

By and among

BCPE EAGLE INTERMEDIATE HOLDINGS, LLC,

as Holdings,

BCPE EAGLE BUYER LLC,

as the Borrower,

The several Lenders

from time to time parties hereto,

BARCLAYS BANK PLC,

as the Administrative Agent, the Collateral Agent, a Letter of Credit Issuer, the Swingline Lender and a Lender,

and

BARCLAYS BANK PLC, RBC CAPITAL MARKETS^*, BMO CAPITAL MARKETS CORP., and GOLDMAN

SACHS LENDING PARTNERS LLC,

as the Joint Lead Arrangers and Bookrunners

TABLE OF CONTENTS

-i-

-ii-

-iii-

-iv-

SCHEDULES

-v-

FIRST LIEN CREDIT AGREEMENT

FIRST LIEN CREDIT AGREEMENT, dated as of March 16, 2017, by and among BCPE EAGLE INTERMEDIATE HOLDINGS LLC, a Delaware limited liability company (“Holdings”), BCPE EAGLE BUYER LLC, a Delaware limited liability company (the “Borrower”), the lending institutions from time to time parties hereto as lenders (each, a “Lender” and, collectively, together with the Swingline Lender, the “Lenders”), and BARCLAYS BANK PLC, as the Administrative Agent, the Collateral Agent, a Letter of Credit Issuer, the Swingline Lender and a Lender (such terms and each other capitalized term used but not defined in this preamble or the recitals below having the meaning provided in Section 1.1).

WHEREAS, in connection with that certain Stock Purchase Agreement, dated as of December 16, 2016 (such Stock Purchase Agreement, as amended, restated, amended and restated, supplemented, waived, or otherwise modified from time to time, the “Eagle Acquisition Agreement”), by and among Borrower, Epic/Freedom, LLC, a Delaware limited liability company (“Eagle Seller”), Epic Acquisition, Inc., a Delaware corporation, and FHH Holdings, Inc., a Delaware corporation (together with Epic Acquisition, Inc., “Eagle”), Borrower will acquire, directly or indirectly, Eagle from Eagle Seller;

WHEREAS, in connection with that certain Agreement and Plan of Merger, dated as of December 23, 2016 (such Agreement and Plan of Merger, as amended, restated, amended and restated, supplemented, waived or otherwise modified from time to time, the “Iliad Merger Agreement”), by and among BCPE Eagle Holdings, Inc., a Delaware corporation, Borrower, BCPE Eagle Merger Sub Inc., a Delaware corporation (“Merger Sub”), PSA Healthcare Intermediate Holding Inc. (“Iliad”), a Delaware corporation, and PSA Healthcare Holding LLC, a Delaware limited liability company (“Iliad Seller”), Borrower will acquire, directly or indirectly, Iliad (the “Iliad Acquisition” and together with the Eagle Acquisition, the “Acquisitions”);

WHEREAS, pursuant and subject to the terms of the Iliad Merger Agreement, Merger Sub will merge with and into Iliad, with Iliad surviving as an indirect, Wholly-Owned Subsidiary of Borrower (the “Merger”);

WHEREAS, in connection with the foregoing, (i) the Borrower has requested that the Lenders extend credit in the form of (a) Initial Term Loans to the Borrower on the Closing Date, in an aggregate principal amount of $585,000,000 and (b) Revolving Credit Loans made available to the Borrower at any time and from time to time on and after the Closing Date and prior to the Revolving Credit Maturity Date in an aggregate principal amount at any time outstanding not in excess of $75,000,000 less the sum of (1) the aggregate Letters of Credit Outstanding at such time and (2) the aggregate principal amount of all Swingline Loans outstanding at such time, and (ii) the Borrower has requested the Swingline Lender to extend credit in the form of Swingline Loans at any time from time to time after the Closing Date and prior to the Swingline Maturity Date, in an aggregate principal amount at any time outstanding not in excess of $20,000,000, in accordance with the terms hereof;

WHEREAS, substantially concurrently with the effectiveness of this Agreement, the Borrower will establish a second lien term loan facility pursuant to the Second Lien Credit Documents (the “Second Lien Facility”) in an aggregate principal amount of $240,000,000;

WHEREAS, in connection with the foregoing, on or prior to the Closing Date, the Sponsors and co-investors arranged or designated by the Sponsors will make an equity investment (the “Sponsor Equity Investment”) in Borrower or a direct or indirect parent thereof (which equity investment, if other than common equity, will be on terms reasonably acceptable to the Joint Lead Arrangers and Bookrunners, and if such equity investment is made in a direct or indirect parent of Borrower, will be contributed to Borrower in an aggregate amount (when combined with any equity in Borrower or a direct or indirect parent thereof received by management of Eagle or Iliad and by other existing direct or indirect equityholders of Eagle or Iliad rolled over or re-invested in connection with the Acquisitions (the “Rollover Equity” and, such Rollover Equity together with the Sponsor Equity Investment, the “Equity Contribution”)) that is not less than 40% of the sum (the “Capitalization Amount”) of (i) the aggregate gross proceeds of the Loans and the Second Lien Loans to be borrowed on the Closing Date (excluding, in each case, the aggregate gross proceeds of any loans borrowed under the Revolving Credit Facility on the Closing Date for working capital purposes (including to fund any working capital payments or adjustments under the Acquisition Agreements)) or to replace, backstop or cash collateralize Existing Letters of Credit), plus (ii) the amount of such Equity Contribution.

WHEREAS, the Borrower shall use the proceeds of the Initial Term Loans and the Second Lien Loans, together with certain proceeds of Revolving Credit Loans, if any, the Equity Contribution and cash on hand to (i) effect the Eagle Acquisition and the Iliad Acquisition, (ii) consummate the Closing Date Refinancing and (iii) pay the Transaction Expenses; and

WHEREAS, the Lenders and the Letter of Credit Issuer are willing to make available to the Borrower the term loan, revolving credit and letter of credit facilities described herein upon the terms and subject to the conditions set forth herein;

NOW, THEREFORE, in consideration of the premises and the covenants and agreements contained herein, the parties hereto hereby agree as follows:

SECTION 1

Definitions

1.1 Defined Terms. As used herein, the following terms shall have the meanings specified in this Section 1.1 unless the context otherwise requires (it being understood that defined terms in this Agreement shall include in the singular number the plural and in the plural the singular):

“2021 Extended Term Loans” shall have the meaning given to the term “2021 Extended Term Loans” in the 2021 Extension Amendment.

“2021 Extending Lender” shall have the meaning given to the term “Extending Lender” in the 2021 Extension Amendment.

“2021 Extension Amendment” shall mean that certain Extension Amendment to First Lien Credit Agreement dated as of the 2021 Extension Amendment Effective Date by and among Holdings, Borrower, the Administrative Agent and the Extending Lenders (as defined therein) party thereto.

“2021 Extension Amendment Effective Date” shall have the meaning given to the term “Extension Amendment Effective Date” in the 2021 Extension Amendment.

“ABR” shall mean for any day a fluctuating rate per annum equal to the highest of (i) the Prime Rate, (ii) the Federal Funds Effective Rate plus 1/2 of 1% and (iii) the rate per annum determined in the manner set forth in clause (ii) of the definition of LIBOR Rate plus 1.00%; provided that, notwithstanding the foregoing, in no event shall the ABR applicable to the Initial Term Loans at any time be less than 2.00% per annum. Any change in the ABR due to a change in the Prime Rate or in the Federal Funds Effective Rate shall take effect at the opening of business on the date of such change.

“ABR Loan” shall mean each Loan bearing interest based on the ABR.

“Acquired Companies” shall mean Eagle and Iliad.

“Acquired Indebtedness” shall mean, with respect to any specified Person, (i) Indebtedness of any other Person existing at the time such other Person is merged, consolidated, or amalgamated with or into or became a Restricted Subsidiary of such specified Person, including Indebtedness incurred in connection with, or in contemplation of, such other Person merging, consolidating, or amalgamating with or into or becoming a Restricted Subsidiary of such specified Person, and (ii) Indebtedness secured by a Lien encumbering any asset acquired by such specified Person.

2

“Acquisitions” shall have the meaning provided in the recitals to this Agreement.

“Additional Lender” shall mean any Person (other than a natural Person) that is not an existing Lender and that has agreed to provide Refinancing Commitments pursuant to Section 2.14(h) (including any Affiliated Lender).

“Additional Revolving Credit Commitments” shall have the meaning provided in Section 2.14(a).

“Additional Revolving Credit Loan” shall have the meaning provided in Section 2.14(b).

“Additional Revolving Loan Lender” shall have the meaning provided in Section 2.14(b).

“Administrative Agent” shall mean Barclays Bank PLC as the administrative agent for the Lenders under this Agreement and the other Credit Documents, or any successor administrative agent pursuant to Section 12.9.

“Administrative Agent’s Office” shall mean the Administrative Agent’s address and, as appropriate, account as set forth on Schedule 13.2, or such other address or account as the Administrative Agent may from time to time notify the Borrower and the Lenders.

“Administrative Questionnaire” shall have the meaning provided in Section 13.6(b)(ii)(D).

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

“Affiliate” shall mean, with respect to any Person, any other Person directly or indirectly controlling, controlled by, or under direct or indirect common control with such Person. A Person shall be deemed to control another Person if such Person possesses, directly or indirectly, the power to direct or cause the direction of the management and policies of such other Person, whether through the ownership of voting securities, or by contract.

“Affiliated Lender” shall mean a Lender that is a Sponsor or any Affiliate thereof (other than Holdings, the Borrower, any other Subsidiary of Holdings, or any Bona Fide Debt Fund).

“Agent Parties” shall have the meaning provided in Section 13.17(b).

“Agents” shall mean the Administrative Agent, the Collateral Agent and the Joint Lead Arrangers and Bookrunners.

“Agreement” shall mean this First Lien Credit Agreement.

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

“Applicable Indebtedness” shall have the meaning provided in the definition of Weighted Average Life to Maturity.

3

“Applicable Margin” shall mean a percentage per annum equal to:

(i) for Initial Term Loans (including the 2021 Extended Term Loans):

(a) (1) for LIBOR Loans that are Initial Term Loans, 4.253.75% and (2) for ABR Loans that are Initial Term Loans, 3.252.75%, and

(ii) for Revolving Credit Loans:

(a) until delivery of financial statements and a related Compliance Certificate for the first full fiscal quarter of the Borrower ending after the Closing Date pursuant to Section 9.1, (1) for LIBOR Loans that are Revolving Credit Loans, 4.25% and (2) for ABR Loans that are Revolving Credit Loans, 3.25%, and

(b) thereafter, the percentages per annum set forth in the table below, based upon the Consolidated First Lien Net Leverage Ratio as set forth in the most recent Compliance Certificate received by the Administrative Agent pursuant to Section 9.1(d):

Any increase or decrease in the Applicable Margin for Revolving Credit Loans resulting from a change in the Consolidated First Lien Net Leverage Ratio shall become effective as of the first Business Day immediately following the date a Compliance Certificate is delivered pursuant to Section 9.1(d).

Notwithstanding the foregoing, (a) the Applicable Margin in respect of any Class of Extended Term Loans or Extended Revolving Credit Loans made pursuant to any Extended Revolving Credit Commitments shall be the applicable percentages per annum set forth in the relevant Extension Amendment, (b) the Applicable Margin in respect of any Class of New Term Loans or any Class of Incremental Revolving Credit Loans made pursuant to any Incremental Revolving Credit Commitments shall be the applicable percentages per annum set forth in the relevant Incremental Amendment, (c) the Applicable Margin in respect of any Class of Replacement Term Loans shall be the applicable percentages per annum set forth in the relevant amendment agreement, (d) the Applicable Margin in respect of any Class of Refinancing Term Loans or Refinancing Revolving Credit Loans made pursuant to any Refinancing Revolving Credit Commitments shall be the applicable percentages per annum set forth in the relevant Refinancing Amendment, and (e) in the case of the Initial Term Loans, the Applicable Margin shall be increased as, and to the extent, necessary to comply with the provisions of Section 2.14. In addition, at any time during which the Borrower shall have failed to deliver any of the Section 9.1 Financials by the applicable date required under Section 9.1 (after giving effect to any applicable grace period set forth in Section 11), at the option of the Required Revolving Credit Lenders in respect of the Revolving Credit Facility, the First Lien Net Leverage Ratio shall be deemed to be in Pricing Level I for the purposes of determining the Applicable Margin with regards to Revolving Credit Loans (but only for so long as such failure continues, after which such ratio and Pricing Level shall be determined based on the then-existing First Lien Net Leverage Ratio).

“Approved Fund” shall mean any Fund that is administered or managed by (i) a Lender, (ii) an Affiliate of a Lender, or (iii) an entity or an Affiliate of an entity that administers, advises or manages a Lender.

4

“Asset Sale” shall mean:

(i) the sale, conveyance, transfer, or other disposition, whether in a single transaction or a series of related transactions, of property or assets (including by way of a Sale Leaseback) (each, a “disposition”) of the Borrower or any Restricted Subsidiary, or

(ii) the issuance or sale of Equity Interests of any Restricted Subsidiary (other than Disqualified Stock of Restricted Subsidiaries issued in compliance with Section 10.1 and Disqualified Capital Stock of Restricted Subsidiaries not constituting Disqualified Stock), whether in a single transaction or a series of related transactions,

in each case under the foregoing clauses (i) and (ii), other than:

(a) (x) any disposition of (i) Cash Equivalents or Investment Grade Securities or (ii)(A) obsolete, negligible, worn out or surplus property, immaterial property or (B) other property (including any leasehold property interest) that is no longer (I) economically practical in its business, (II) commercially desirable to maintain or (III) used or useful in its business and (y) any disposition in the ordinary course of business of goods, equipment, inventory, or other assets;

(b) (i) the incurrence of Liens that are permitted to be incurred pursuant to Section 10.2, (ii) as would constitute all or part of a transaction permitted by Section 10.3 or (iii) the making of any Restricted Payment or Permitted Investment, that is permitted to be made, and is made, pursuant to Section 10.5;

(c) any disposition of assets or any issuance or sale of Equity Interests of any Restricted Subsidiary in any transaction or series of related transactions with an aggregate Fair Market Value not in excess of the greater of (x) $10,000,00015,000,000 and (y) 7.5% of Consolidated EBITDA (calculated on a Pro Forma Basis) for the most recently ended Test Period at the time of such disposition or issuance or sale, as applicable (with the Fair Market Value of each disposition being measured at the time made and without giving effect to subsequent changes in value);

(d) any disposition of property or assets or issuance of securities (1) by a Restricted Subsidiary to the Borrower or (2) by the Borrower or a Restricted Subsidiary to a Restricted Subsidiary;

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

(f) any issuance, sale or pledge of Equity Interests in, or Indebtedness, or other securities of, an Unrestricted Subsidiary;

(g) foreclosures, condemnation, expropriation, or disposition required by a Governmental Authority or any similar action on assets or casualty or insured damage to assets;

(h) any disposition or discount of Receivables Assets in connection with any Receivables Facility and any disposition of Securitization Assets in connection with any Qualified Securitization Financing with an aggregate Fair Market Value not to exceed $15,000,000 in any fiscal year of the Borrower;

5

(i) any financing transaction with respect to property built or acquired by the Borrower or any Restricted Subsidiary after the Closing2021 Extension Amendment Effective Date, including Sale Leasebacks and asset securitizations permitted by this Agreement;

(j) the Borrower and any Restricted Subsidiary may (i) terminate or otherwise collapse its cost sharing agreements with the Borrower or any Subsidiary and settle any crossing payments in connection therewith, (ii) convert any intercompany Indebtedness to Equity Interests or any Equity Interests to intercompany Indebtedness, (iii) transfer any intercompany Indebtedness to the Borrower or any Restricted Subsidiary, (iv) settle, discount, write off, forgive or cancel any intercompany Indebtedness or other obligation owing by the Borrower or any Restricted Subsidiary, (v) settle, discount, write off, forgive or cancel any Indebtedness owing by any present or former consultants, managers, independent contractors, directors, officers or employees of Holdings, the Borrower, any direct or indirect parent thereof, or any Subsidiary thereof or any of their successors or assigns, or (vi) surrender or waive contractual rights and settle, release, surrender or waive contractual or litigation claims;

(k) the disposition or discount of inventory, accounts receivable, or notes receivable in the ordinary course of business or the conversion of accounts receivable to notes receivable;

(l) (i) the sale, assignment, licensing, sub-licensing or other disposition of Intellectual Property or other general intangibles in the ordinary course of business, (ii) the sale, assignment, licensing, sub-licensing or other disposition of Intellectual Property or other general intangibles pursuant to any Intercompany License Agreement, and (iii) the statutory expiration of any Intellectual Property;

(m) the unwinding of any Hedging Obligations or obligations in respect of Cash Management Services or Bank Products;

(n) any sale, transfer, and other disposition 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;

(o) the lapse or abandonment of Intellectual Property rights in the ordinary course of business, which, in the reasonable business judgment of the Borrower, are not material to the conduct of the business of the Borrower and the Restricted Subsidiaries taken as a whole;

(p) the issuance of directors’ qualifying shares and shares issued to foreign nationals as required by applicable law;

(q) any disposition of property to the extent that (1) such property is exchanged for credit against the purchase price of similar replacement property that is purchased within 450 days thereof or (2) the proceeds of such disposition are promptly applied to the purchase price of such replacement property (which replacement property is actually purchased within 450 days thereof);

(r) leases, assignments, subleases, licenses, sublicenses, covenants not to sue, releases, consents and other forms of license (and terminations thereof), in each case in the ordinary course of business and which do not materially interfere with the business of the Borrower and the Restricted Subsidiaries, taken as a whole;

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(s) (i) any disposition of non-core assets acquired in connection with any Permitted Acquisition or Investment permitted hereunder and (ii) any disposition required to obtain antitrust approval of a Permitted Acquisition or other permitted Investment;

(t) any disposition of assets or issuance or sale of Equity Interests that do not constitute Collateral with an aggregate Fair Market Value not to exceed the greater of $10,000,00015,000,000 and 7.5% of Consolidated EBITDA for the most recently ended Test Period (calculated on a Pro Forma Basis) in the aggregate in any fiscal year of the Borrower with unused amount in any fiscal year carried forward over to the immediately succeeding fiscal year;

(u) any disposition of any assets that are set forth on Schedule 1.1(c);

(v) any sale, transfer or other disposition of accounts receivable (including write-offs, discounts and compromises) in connection with the compromise , settlement or collection thereof;

(w) any swap of assets in exchange for services or other assets in the ordinary course of business of comparable or greater Fair Market Value or usefulness to the business of the Borrower and its Restricted Subsidiaries, taken as a whole, as determined in good faith by the Borrower; and

(x) any disposition in connection with a Permitted Reorganization or an IPO Reorganization Transaction.

“Asset Sale Prepayment Event” shall mean any Asset Sale of Collateral made pursuant to the provisions of Section 10.4; provided, that with respect to any Asset Sale Prepayment Event, the Borrower shall not be obligated to make any prepayment otherwise required by Section 5.2 unless and until the aggregate amount of Net Cash Proceeds from all such Asset Sale Prepayment Events, after giving effect to the reinvestment rights set forth herein, exceeds $17,500,00025,000,000 in any fiscal year of the Borrower (the “Prepayment Trigger”), at which time all such Net Cash Proceeds for such fiscal year (excluding amounts below the Prepayment Trigger, as applicable) shall be applied in accordance with Section 5.2.

“Assignment and Acceptance” shall mean (i) an assignment and acceptance entered into by a Lender and an assignee that is not an Affiliated Lender (with the consent of any party whose consent is required by Section 13.6), substantially in the form of Exhibit B-1 or any other form approved by the Administrative Agent and the Borrower, (ii) an assignment and assumption entered into by a Lender and an assignee that is an Affiliated Lender (with the consent of any party whose consent is required by Section 13.6), substantially in the form of Exhibit B-2 or any other form approved by the Administrative Agent and the Borrower and (iii) in the case of any assignment of Term Loans in connection with a Permitted Debt Exchange conducted in accordance with Section 2.15, such form of assignment (if any) as may be agreed by the Administrative Agent and the Borrower in accordance with Section 2.15(a).

“Auction Agent” shall mean (i) the Administrative Agent or (ii) any other financial institution or advisor employed by Holdings, the Borrower or any Subsidiary thereof (whether or not an Affiliate of the Administrative Agent) to act as an arranger in connection with any Permitted Debt Exchange pursuant to Section 2.15 or Dutch auction pursuant to Section 13.6(h); provided, that the Borrower shall not designate the Administrative Agent as the Auction Agent without the written consent of the Administrative Agent (it being understood that the Administrative Agent shall be under no obligation to agree to act as the Auction Agent).

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“Authorized Officer” shall mean, with respect to any Person, any individual holding the position of chairman of the board (if an officer of such Person), the Chief Executive Officer, the President, the Chief Financial Officer, the Treasurer, the Assistant Treasurer, the Controller, the General Counsel, a Senior Vice President, an Executive Vice President, a Vice President or other similar officer or agent with express authority to act on behalf of such Person and, as to any document delivered on the Closing2021 Extension Amendment Effective Date, any secretary or assistant secretary of a Credit Party.

“Auto-Extension Letter of Credit” shall have the meaning provided in Section 3.2(d).

“Available Commitment” shall mean an amount equal to the excess, if any, of (i) the amount of the aggregate Revolving Credit Commitments over (ii) the sum of the aggregate principal amount of (a) all Revolving Credit Loans then outstanding and (b) the Revolving Credit Commitment Percentage of the aggregate Letters of Credit Outstanding at such time attributable to all Lenders with Revolving Credit Commitments at such time.

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

“Bail-In Legislation” shall mean, (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).

“Bain” shall mean Bain Capital Private Equity, LP.

“Bank Product Agreement” shall mean any agreement or arrangement to provide Bank Products described in the definition thereof.

“Bank Product Provider” shall mean (i) PNC or (ii) any Person that, at the time it enters into a Bank Product Agreement, is an Agent or a Lender or an Affiliate or branch of an Agent or a Lender or (iiiii) with respect to any Bank Product Agreement entered into prior to the Closing2021 Extension Amendment Effective Date , any Person that is an Agent or a Lender or an Affiliate or branch of an Agent or a Lender on the Closing2021 Extension Amendment Effective Date; provided, that, if such Person is not an Agent or a Lender, such Person executes and delivers to the Administrative Agent and the Borrower a letter agreement in form and substance reasonably acceptable to the Administrative Agent and the Borrower pursuant to which such Person (a) appoints the Administrative Agent as its agent under the applicable Credit Documents and (b) agrees to be bound by the provisions of Sections 11, 12, 13, 15 and 26 of the Pledge Agreement and Sections 5.4, 5.5, 5.7, 6.5, 7 and 8.1 of the Security Agreement, in each case, as if it were a Lender.

“Bank Products” shall mean, collectively, any services or facilities (other than Cash Management Services or any Borrowing under this Agreement) on account of (i) credit and debit cards, including, without limitation, “commercial credit cards” and (ii) purchase cards, stored value cards and other card payment products.

“Bankruptcy Code” shall have the meaning provided in Section 11.5.

“Benefited Lender” shall have the meaning provided in Section 13.8(a).

“Board” shall mean the Board of Governors of the Federal Reserve System of the United States (or any successor).

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“Bona Fide Debt Fund” shall mean any debt fund or other Person that is engaged in, or advises funds or other investment vehicles that are engaged in, making, purchasing, holding or otherwise investing in commercial loans, bonds and similar extensions of credit in the ordinary course and whose managers have fiduciary duties to the third-party investors in such fund or investment vehicle independent of their duties to Holdings or a Sponsor; provided, however, in no event shall (x) any natural Person or (y) Holdings, the Borrower or any Subsidiary thereof be a “Bona Fide Debt Fund.”

“Borrower” shall have the meaning provided in the recitals to this Agreement.

“Borrower Materials” shall have the meaning provided in Section 13.17(b).

“Borrowing” shall mean Loans of the same Class and Type, made, converted, or continued on the same date and, in the case of LIBOR Loans, as to which a single Interest Period is in effect.

“Broker-Dealer Subsidiary” shall mean any Subsidiary that is registered as a broker-dealer under the Exchange Act or any other applicable law requiring similar registration.

“Business Day” shall mean any day excluding Saturday, Sunday, and any other day on which banking institutions in New York City are authorized by law or other governmental actions to close, and, if such day relates to any interest rate settings as to a LIBOR Loan, any fundings, disbursements, settlements, and payments in respect of any such LIBOR Loan, or any other dealings to be carried out pursuant to this Agreement in respect of any such LIBOR Loan, such day shall be a day on which dealings in deposits in Dollars are conducted by and between banks in the applicable London interbank market.

“Canadian Dollars” shall mean the lawful currency of Canada.

“Capital Expenditures” shall mean, for any period, the aggregate of all expenditures (whether paid in cash or accrued as liabilities and including in all events all amounts expended or capitalized under Capital Leases) by the Borrower and the Restricted Subsidiaries during such period that, in conformity with GAAP, are or are required to be included as additions during such period to property, plant, or equipment reflected in the consolidated balance sheet of the Borrower and the Restricted Subsidiaries (including capitalized expenditures relating to license and intellectual property payments, customer acquisition costs and incentive payments, conversion costs, and contract acquisition costs).

“Capital Lease” shall mean, as applied to any Person, any lease of any property (whether real, personal, or mixed) by that Person as lessee that, in conformity with GAAP, is, or is required to be, accounted for as a capital lease on the balance sheet of that Person; provided, that all leases of any Person that are or would be characterized as operating leases in accordance with GAAP immediately prior to the Closing Date (whether or not such operating leases were in effect on such date) shall continue to be accounted for as operating leases (and not as Capital Leases) for purposes of this Agreement regardless of any change in GAAP following the Closing Date that would otherwise require such leases to be recharacterized as Capital Leases.

“Capital Stock” shall mean (i) in the case of a corporation, corporate stock, (ii) in the case of an association or business entity, any and all shares, interests, participations, rights, or other equivalents (however designated) of corporate stock, (iii) in the case of a partnership or limited liability company, partnership or membership interests (whether general or limited), and (iv) any other interest or participation that confers on a Person the right to receive a share of the profits and losses of, or distributions of assets of, the issuing Person (it being understood and agreed, for the avoidance of doubt, that “cash-settled phantom appreciation programs” in connection with employee benefits that do not require a dividend or distribution shall not constitute Capital Stock and Indebtedness which is convertible into Capital Stock shall not constitute Capital Stock unless and until actually converted).

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“Capitalization Amount” shall have the meaning provided in the recitals to this Agreement.

“Capitalized Lease Obligation” shall mean, at the time any determination thereof is to be made, the amount of the liability in respect of a Capital Lease that would at such time be required to be capitalized and reflected as a liability on a balance sheet (excluding the footnotes thereto) prepared in accordance with GAAP; provided, that all obligations of any Person that are or would be characterized as operating lease obligations in accordance with GAAP immediately prior to the Closing Date (whether or not such operating lease obligations were in effect on such date) shall continue to be accounted for as operating lease obligations (and not as Capitalized Lease Obligations) for purposes of this Agreement regardless of any change in GAAP following the Closing Date that would otherwise require such obligations to be recharacterized as Capitalized Lease Obligations.

“Capitalized Software Expenditures” shall mean, for any period, the aggregate of all expenditures (whether paid in cash or accrued as liabilities) by a Person and its Restricted Subsidiaries during such period in respect of purchased software or internally developed software and software enhancements that, in conformity with GAAP, are or are required to be reflected as capitalized costs on the consolidated balance sheet of a Person and its Restricted Subsidiaries.

“Captive Insurance Subsidiary” shall mean a Subsidiary of the Borrower or any of its Subsidiaries established for the purpose of, and to be engaged solely in the business of, insuring the businesses or facilities owned or operated by the Borrower or any of its Subsidiaries or joint ventures or to insure related or unrelated businesses.

“Cash Collateral” shall mean, to pledge and deposit (as a first priority perfected security interest) cash collateral in Dollars, or otherwise deliver credit support, reimbursement agreements or implement back-stopping arrangements, in each case, on terms reasonably satisfactory to the Administrative Agent and the applicable Letter of Credit Issuer (in their sole discretion), at a location and pursuant to documentation in form and substance reasonably satisfactory to Administrative Agent, the Letter of Credit Issuer(s), or the Swingline Lender, as applicable (and “Cash Collateralization” has a corresponding meaning). “Cash Collateral” and “Cash Collateralize” shall each have a meaning correlative to the foregoing and shall include the proceeds of such cash collateral and other credit support.

“Cash Equivalents” shall mean:

(i) Dollars,

(ii) Euros, Pounds Sterling, Canadian Dollars, or any national currency of any Participating Member State in the European Union,

(iii) securities issued or directly and fully and unconditionally guaranteed or insured by the United States government, the Canadian Government or any country that is a member state of the European Union or any agency or instrumentality thereof the securities of which are unconditionally guaranteed as a full faith and credit obligation of such government with maturities of 24 months or less from the date of acquisition,

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(iv) certificates of deposit, time deposits, and eurodollar time deposits with maturities of one year or less from the date of acquisition, demand deposits, bankers’ acceptances with maturities not exceeding one year, and overnight bank deposits, in each case with any commercial bank having capital and surplus of not less than $250,000,000 in the case of U.S. banks and $100,000,000 (or the equivalent thereof as of the date of determination) in the case of foreign banks,

(v) repurchase obligations for underlying securities of the types described in clauses (iii) and (iv) above and clause (ix) below entered into with any financial institution meeting the qualifications specified in clause (iv) above,

(vi) commercial paper rated at least P-2 (or the equivalent thereof) by Moody’s or at least A-2 (or the equivalent thereof) by S&P and in each case maturing within 24 months after the date of creation thereof,

(vii) marketable short-term money market and similar securities having a rating of at least P-2 or A-2 (or, in either case, the equivalent thereof) from either Moody’s or S&P, respectively (or, if at any time neither Moody’s nor S&P shall be rating such obligations, an equivalent rating from another nationally recognized ratings agency) and in each case maturing within 24 months after the date of creation or acquisition thereof,

(viii) readily marketable direct obligations issued by any state, commonwealth, or territory of the United States or any political subdivision or taxing authority thereof having one of the two highest rating categories obtainable from either Moody’s or S&P with maturities of 24 months or less from the date of acquisition,

(ix) Indebtedness or preferred Capital Stock issued by Persons with a rating of “A” (or the equivalent thereof) or higher from S&P or “A2” (or the equivalent thereof) or higher from Moody’s with maturities of 24 months or less from the date of acquisition,

(x) solely with respect to any Foreign Subsidiary: (a) obligations of the national government of the country in which such Foreign Subsidiary maintains its chief executive office and principal place of business provided such country is a member of the Organization for Economic Cooperation and Development, in each case maturing within one year after the date of investment therein, (b) certificates of deposit of, bankers acceptances of, or time deposits with, any commercial bank which is organized and existing under the laws of the country in which such Foreign Subsidiary maintains its chief executive office and principal place of business provided such country is a member of the Organization for Economic Cooperation and Development, and whose short-term commercial paper rating from S&P is at least “A-2” or the equivalent thereof or from Moody’s is at least “P-2” or the equivalent thereof (any such bank being an “Approved Foreign Bank”), and in each case with maturities of not more than 24 months from the date of acquisition, and (c) the equivalent of demand deposit accounts which are maintained with an Approved Foreign Bank, in each case, customarily used by entities for cash management purposes in any jurisdiction outside the United States to the extent reasonably required in connection with any business conducted by such Foreign Subsidiary organized in such jurisdiction,

(xi) in the case of investments by any Foreign Subsidiary or investments made in a country outside the United States, Cash Equivalents shall also include investments of the type and maturity described in clauses (i) through (ix) above of foreign obligors, which investments have ratings, described in such clauses or equivalent ratings from comparable foreign rating agencies, and

(xii) investment funds investing all or substantially all of their assets in securities of the types described in clauses (i) through (xi) above.

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Notwithstanding the foregoing, Cash Equivalents shall include amounts denominated in currencies other than those set forth in clauses (i) and (ii) above; provided, that such amounts are converted into any currency listed in clauses (i) and (ii) as promptly as practicable and in any event within ten Business Days following the receipt of such amounts.

“Cash Management Agreement” shall mean any agreement or arrangement to provide Cash Management Services.

“Cash Management Bank” shall mean (i) PNC, (ii) any Person that, at the time it enters into a Cash Management Agreement, is an Agent or a Lender or an Affiliate or branch of an Agent or a Lender or (iiiii) with respect to any Cash Management Agreement entered into prior to the Closing2021 Extension Amendment Effective Date , any Person that is an Agent or a Lender or an Affiliate or branch of an Agent or a Lender on the Closing2021 Extension Amendment Effective Date; provided, that, if such Person is not an Agent or a Lender, such Person executes and delivers to the Administrative Agent and the Borrower a letter agreement in form and substance reasonably acceptable to the Administrative Agent and the Borrower pursuant to which such Person (a) appoints the Administrative Agent as its agent under the applicable Credit Documents and (b) agrees to be bound by the provisions of Sections 11, 12, 13, 15 and 26 of the Pledge Agreement and Sections 5.4, 5.5, 5.7, 6.5, 7 and 8.1 of the Security Agreement, in each case, as if it were a Lender.

“Cash Management Services” shall mean any one or more of the following types of services or facilities: (a) ACH transactions and related services, commercial credit cards, and purchase and debit cards, (b) treasury and/or cash management services, including, controlled disbursement services, depository, overdraft and electronic funds transfer services, return items (c) foreign exchange facilities or other cash management services, (d) deposit and other accounts, and (e) merchant services (other than those constituting a line of credit). For the avoidance of doubt, Cash Management Services do not include Hedging Obligations.

“Casualty Event” shall mean, with respect to any property of any Person constituting Collateral, any loss of or damage to, or any condemnation or other taking by a Governmental Authority of, such property for which such Person or any of its Restricted Subsidiaries receives insurance proceeds or proceeds of a condemnation award in respect of any equipment, fixed assets, or real property (including any improvements thereon) to replace or repair such equipment, fixed assets, or real property; provided, further, that with respect to any Casualty Event, the Borrower shall not be obligated to make any prepayment otherwise required by Section 5.2 unless and until the aggregate amount of Net Cash Proceeds from all such Casualty Prepayment Events, after giving effect to the reinvestment rights set forth herein, exceeds $17,500,00025,000,000 in any fiscal year of the Borrower (the “Casualty Prepayment Trigger”), at which time all such Net Cash Proceeds in such fiscal year (excluding amounts below the Casualty Prepayment Trigger) shall be applied in accordance with Section 5.2.

“Casualty Prepayment Trigger” shall have the meaning provided in the definition of Casualty Event.

“CFC” shall mean a Subsidiary of the Borrower that is a “controlled foreign corporation” within the meaning of Section 957 of the Code.

“CFC Holding Company” shall mean a Domestic Subsidiary of the Borrower that owns no material assets other than (i) equity interests (including, for this purpose, any debt or other instrument treated as equity for U.S. federal income tax purposes) in one or more Foreign Subsidiaries that are CFCs or (ii) cash, cash equivalents, and incidental assets related thereto held on a temporary basis.

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“Change in Law” shall mean (i) the adoption of any law, treaty, order, policy, rule, or regulation after the Closing Date, (ii) any change in any law, treaty, order, policy, rule, or regulation or in the interpretation or application thereof by any Governmental Authority after the Closing Date, or (iii) compliance by any Lender with any guideline, request, directive, or order issued or made after the Closing Date by any central bank or other Governmental Authority or quasi-Governmental Authority (whether or not having the force of law), including, for avoidance of doubt any such adoption, change or compliance in respect of (a) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, regulations, guidelines, or directives thereunder or issued in connection therewith and (b) all requests, rules, guidelines, requirements, 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 or foreign regulatory authorities pursuant to Basel III.

“Change of Control” shall mean and be deemed to have occurred if, at any time after the Eagle Acquisition,

(a) at any time:

(i) prior to the consummation of a Qualifying IPO, the Permitted Holders shall at any time not own, in the aggregate, directly or indirectly, beneficially, at least 50% of the aggregate voting power of the outstanding Voting Stock of Holdings, or

(ii) upon and after the consummation of a Qualifying IPO, (1) any Person (other than a Permitted Holder) or (2) Persons (other than one or more Permitted Holders) constituting a “group” (as such term is used in Section 13(d) and Section 14(d) of the Exchange Act), but excluding any employee benefit plan of such Person or “group” and any Person acting in its capacity as trustee, agent or other fiduciary or administrator of any such plan, becomes the “beneficial owner” (as defined in Rules 13(d)-3 and 13(d)-5 under the Exchange Act), directly or indirectly, of Voting Stock representing more than 35% of the aggregate voting power of the outstanding Voting Stock of Holdings, unless, in the case of clause (a)(i) or this clause (a)(ii) of this definition of “Change of Control”, the Permitted Holders have, at such time, the right or the ability by voting power, contract, or otherwise to elect or designate for election at least a majority of the board of directors (or analogous governing body) of Holdings;