Exhibit 10.1

Execution Version

AMENDMENT NO. 4

This AMENDMENT NO. 4 (this “Amendment”), dated as March 28, 2024, to the Credit Agreement, dated as of December 12, 2019 (as amended by Amendment No. 1, dated as of January 25, 2021, Amendment No. 2, dated as of December 17, 2021, Amendment No. 3, dated as of December 2, 2022, and as further amended, restated, amended and restated, supplemented or otherwise modified from time to time prior to the date hereof, the “Credit Agreement”), among Connect Midco Limited (f/k/a Triton Midco (Guernsey) Limited), a private limited liability company incorporated under the laws of Guernsey with company number 66186 (“Initial Holdings”), Connect Bidco Limited (f/k/a Triton Bidco (Guernsey) Limited), a private limited liability company incorporated under the laws of Guernsey with company number 66187 (“Bidco”), Connect Finco SARL (f/k/a Triton Finco SARL), a private limited liability company (société à responsabilité limitée) incorporated and existing under the laws of the Grand Duchy of Luxembourg, having its registered office at 6, rue Eugène Ruppert, L-2453 Luxembourg, Grand Duchy of Luxembourg, and registered with the Luxembourg Trade and Companies Register (R.C.S. Luxembourg) under number B233109 (the “Finco Borrower”), as a Revolving Borrower and a Term Borrower, Connect U.S. Finco LLC, a Delaware limited liability company (the “U.S. Borrower”), as a Revolving Borrower and a Term Borrower (the U.S. Borrower, in its capacity as a term borrower, together with the Finco Borrower, the “Term Borrowers” and, the U.S. Borrower in its capacity as a revolving borrower, together with the Finco Borrower and any Additional Borrowers from time to time party thereto, the “Revolving Borrowers” and, collectively with the Term Borrowers, the “Borrowers”), the lenders and issuing banks party thereto and (prior to the Successor Agent Appointment Date (as defined below)) Barclays Bank PLC (“Barclays”) or (from and after the Successor Agent Appointment Date) Bank of America, N.A. (“BofA”), as Administrative Agent and Collateral Agent, is made and entered into by and among Initial Holdings, Bidco, the Borrowers, the other Subsidiary Loan Parties, each of the entities listed as an “Extending Term Lender” on the signature pages hereto (each, an “Extending Term Lender” and, collectively, the “Extending Term Lenders”), each of the entities listed as a “Refinancing Term Lender” on the signature pages hereto (each, a “Refinancing Term Lender” and, collectively, the “Refinancing Term Lenders”), each of the entities listed as a “Refinancing Revolving Lender” on the signature pages hereto (each, a “Refinancing Revolving Lender” and, collectively, the “Refinancing Revolving Lenders”; the Refinancing Term Lenders and the Refinancing Revolving Lenders, collectively, the “Refinancing Lenders” and, each, a “Refinancing Lender”), the Issuing Banks party hereto, Barclays, as Existing Agent (as defined below), and BofA, as Successor Agent (as defined below).

RECITALS:

WHEREAS, the Borrower Representative has requested that (a) pursuant to Section 2.23 of the Credit Agreement, Lenders with outstanding Amendment No. 1 Refinancing Term Loans, among other things, extend the maturity date applicable to their Amendment No. 1 Refinancing Term Loans, (b) immediately after giving effect to the Term Loan Maturity Date Extension (as defined below), pursuant to Section 2.20 of the Credit Agreement, the Refinancing Term Lenders make term loans in an aggregate principal amount of $633,994,802.66 (the “Refinancing Term Loans”), (c) pursuant to Section 2.20 of the Credit Agreement, the Refinancing Revolving Lenders provide revolving commitments in an aggregate amount of $550,000,000 (the “Refinancing Revolving Commitments”) and (d) pursuant to Section 9.02 of the Credit Agreement, the Credit Agreement be amended in the manner provided herein (as so amended, the “Amended Credit Agreement”);

WHEREAS, the Term Borrowers intend to use the proceeds of the Refinancing Term Loans on the Amendment No. 4 Effective Date (as defined below) to repay all or a portion of the Amendment No. 1 Refinancing Term Loans outstanding under the Amended Credit Agreement immediately after giving effect to the Term Loan Maturity Date Extension; and

WHEREAS, on the Amendment No. 4 Effective Date, (a) the Extending Term Lenders are willing to, among other things, extend the maturity date applicable to their Amendment No. 1 Refinancing Term Loans, (b) the Refinancing Term Lenders are willing to provide the Refinancing Term Loans to the Term Borrowers, (c) the Refinancing Revolving Lenders are willing to provide the Refinancing Revolving Commitments to the Revolving Borrowers and (d) the parties hereto wish to amend the Credit Agreement, in each case, on the terms and subject to the conditions set forth herein and in the Credit Agreement.

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

SECTION 1. Defined Terms; Interpretation; Etc. Capitalized terms used and not defined herein shall have the meanings assigned to such terms in the Credit Agreement. This Amendment is a “Loan Modification Agreement”, a “Permitted Amendment”, a “Refinancing Amendment” and a “Loan Document” for the purposes of (and as such terms are defined in) the Credit Agreement and the other Loan Documents. Upon and after the effectiveness of this Amendment, each reference in the Credit Agreement to “this Agreement”, “hereunder”, “herein”, “hereof” or words of like import referring to the Credit Agreement, and each reference in the other Loan Documents to “the Credit Agreement”, “thereunder”, “therein”, “thereof” or words of like import referring to the Credit Agreement, shall mean and be a reference to the Amended Credit Agreement.

SECTION 2. Extended Term Loans and Refinancing Term Loans.

(a) On the Amendment No. 4 Effective Date, pursuant to Section 2.23 of the Credit Agreement, the Amendment No. 1 Refinancing Term Loans of each Extending Term Lender on the Amendment No. 4 Effective Date shall be converted into Amendment No. 4 Term Loans (as defined in the Amended Credit Agreement) (on a dollar-for-dollar basis) (such Amendment No. 1 Refinancing Term Loans, as so converted, the “Extended Term Loans” and such conversion, the “Term Loan Maturity Date Extension”), and thereafter shall cease to constitute Amendment No. 1 Refinancing Term Loans.

(b) Each Refinancing Term Lender hereby agrees, severally and not jointly, to make a Refinancing Term Loan to the Term Borrowers on the Amendment No. 4 Effective Date in an aggregate principal amount equal to the amount set forth opposite such Refinancing Term Lender’s name on Schedule I attached hereto, on the terms set forth herein and in the Amended Credit Agreement, and subject to the conditions set forth in Section 6 below. The Refinancing Term Loans shall be “Other Term Loans” as contemplated by Section 2.20 of the Credit Agreement.

(c) The Refinancing Term Loans shall be made as a single Borrowing and funded to the Term Borrowers at par (without the netting of any discount to the principal amount thereof) on the Amendment No. 4 Effective Date. The Term Borrowers shall use the proceeds of the Refinancing Term Loans to refinance all or a portion of the Amendment No. 1 Refinancing Term Loans outstanding under the Amended Credit Agreement immediately after giving effect to the Term Loan Maturity Date Extension. Unless previously terminated, the commitments of the Refinancing Term Lenders hereunder shall terminate upon the making of the Refinancing Term Loans on the Amendment No. 4 Effective Date.

(d) The Extended Term Loans and the Refinancing Term Loans, collectively, shall constitute a single Class of Term Loans and shall be “Amendment No. 4 Term Loans” and “Term Loans” (in each case, as defined in the Amended Credit Agreement), in each case, for all purposes of the Amended Credit Agreement and the other Loan Documents, having terms and provisions identical to those applicable to the Amendment No. 1 Refinancing Term Loans, except as otherwise set forth in this Amendment and the Amended Credit Agreement; provided that, for the avoidance of doubt, the Extended Term Loans and the Refinancing Terms Loans, collectively, shall not constitute Amendment No. 1 Refinancing Term Loans.

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(e) The Extending Term Lenders, the Refinancing Term Lenders and the Borrowers hereby agree, and select, an initial Interest Period with respect to the Extended Term Loans and the Refinancing Term Loans, collectively, commencing on the Amendment No. 4 Effective Date and ending on April 30, 2024.

SECTION 3. Refinancing Revolving Commitments.

(a) Each Refinancing Revolving Lender hereby agrees, severally and not jointly, to provide the Refinancing Revolving Commitments to the Revolving Borrowers on the Amendment No. 4 Effective Date in an aggregate amount equal to the amount set forth opposite such Refinancing Revolving Lender’s name on Schedule I attached hereto, on the terms set forth herein and in the Amended Credit Agreement, and subject to the conditions set forth in Section 6 below.

(b) The Refinancing Revolving Commitments shall be “Other Revolving Commitments” (and any Revolving Loans made thereunder shall be “Other Revolving Loans”) as contemplated by Section 2.20 of the Credit Agreement.

SECTION 4. Lender Agreements. Each Refinancing Lender:

(a) confirms that a copy of the Credit Agreement and the other Loan Documents, together with copies of the financial statements referred to therein and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Amendment and provide a Refinancing Term Loan or a Refinancing Revolving Commitment, as applicable, have been made available to it;

(b) agrees that it will, independently and without reliance upon the Administrative Agent, any Joint Lead Arranger 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 Amended Credit Agreement or the other Loan Documents, including this Amendment;

(c) 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 Amended Credit Agreement and the other Loan Documents as are delegated to the Administrative Agent and the Collateral Agent, as the case may be, by the terms thereof, together with such powers as are reasonably incidental thereto;

(d) acknowledges and agrees that upon the Amendment No. 4 Effective Date it shall be (i) a “Lender”, (ii) in the case of the Refinancing Term Lenders, an “Additional Term Lender” and a “Term Lender” and (iii) in the case of the Refinancing Revolving Lenders, an “Additional Revolving Lender” and a “Revolving Lender” under, and for all purposes of, the Amended Credit Agreement and the other Loan 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”, an “Additional Term Lender”, a “Term Lender”, an “Additional Revolving Lender” and a “Revolving Lender”, as applicable, thereunder; and

(e) agrees to deliver to the Administrative Agent and the Borrowers such forms, certificates or other evidence with respect to tax withholding matters as it may be required to deliver to the Administrative Agent and the Borrowers pursuant to Section 2.16(e) of the Credit Agreement.

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SECTION 5. Amendments. The parties hereto agree that, subject to the satisfaction (or waiver) of the conditions set forth in Section 6 below, on the Amendment No. 4 Effective Date:

(a) the Credit Agreement shall be amended to delete the stricken text (indicated textually in the same manner as the following example: stricken text) and to add the double-underlined text (indicated textually in the same manner as the following example: added double-underlined text) as set forth in the pages of the document attached as Exhibit A hereto;

(b) Exhibit A to the Credit Agreement shall be amended and restated as set forth in Exhibit B hereto; and

(c) Exhibit T to the Credit Agreement shall be amended and restated as set forth in Exhibit C hereto;

provided, that, to the extent necessary to effectuate such amendments, any amendments which relate to the resignation of Barclays as Existing Agent or the appointment of BofA as Successor Agent or which otherwise require the consent of the Required Lenders shall become effective on the Amendment No. 4 Effective Date immediately after giving effect to the effectiveness of this Amendment, the making of the Refinancing Term Loans (and the substantially concurrent prepayment of Amendment No. 1 Refinancing Term Loans) and the effectiveness of the Refinancing Revolving Commitments, in each case, on the Amendment No. 4 Effective Date.

SECTION 6. Conditions to Effectiveness. This Amendment (other than this Section 6, which shall become effective on the date hereof), each Refinancing Term Lender’s obligation to provide the Refinancing Term Loans, each Refinancing Revolving Lender’s obligation to provide the Refinancing Revolving Commitments and each party’s consent to the amendments contemplated herein to the Credit Agreement shall become effective as of the date on which the following conditions are satisfied or waived (such time, the “Amendment No. 4 Effective Date”):

(a) The Administrative Agent (or its counsel) shall have received from Initial Holdings, Bidco, each Borrower, each other Subsidiary Loan Party, each Extending Term Lender, each Refinancing Term Lender, each Refinancing Revolving Lender, each Issuing Bank, the Existing Agent and the Successor Agent 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 of this Amendment;

(b) The Administrative Agent (or its counsel) shall have received a certificate of Bidco dated as of the Amendment No. 4 Effective Date, as to the matters set forth in paragraphs (e) and (f) of this Section and executed by any Responsible Officer of Bidco.

(c) The Administrative Agent (or its counsel) shall have received a certificate of each of Initial Holdings, Bidco, each Borrower and each other relevant Loan Party, dated as of the Amendment No. 4 Effective Date, substantially in the form delivered to the Administrative Agent on the Effective Date or otherwise in form and substance reasonably satisfactory to the Administrative Agent, executed by any Responsible Officer of such party and including or attaching the documents or certifications, as applicable, referred to in paragraph (d) of this Section.

(d) The Administrative Agent (or its counsel) shall have received a copy of (i) each Organizational Document of each Loan Party (or a written certification that such party’s Organizational Documents as most recently delivered to the Administrative Agent prior to the Amendment No. 4 Effective Date remain in full force and effect without modification or amendment since such delivery), (ii) signature

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and (as applicable) incumbency certificates of the Responsible Officers of each Loan Party executing the Amendment and any other document referred to in paragraph (a) of Section 7 below, as applicable (or a written certification that such party’s signature and incumbency certificates as most recently delivered to the Administrative Agent prior to the Amendment No. 4 Effective Date remain true and correct), (iii) resolutions of the board of directors or managers, shareholders, partners, and/or similar governing bodies of each Loan Party approving and authorizing the execution, delivery and performance of the Amendment and any other document referred to in paragraph (a) of Section 7 below, as applicable, and (iv) with respect to the Finco Borrower, (A) an excerpt (extrait) from the Luxembourg Trade and Companies Register dated as of the Amendment No. 4 Effective Date, (B) a certificate of non-inscription of a judicial decision or an administrative dissolution without liquidation (certificat de non-inscription d’une décision judiciaire ou de dissolution administrative sans liquidation) from the Luxembourg Insolvency Register (Registre de l’Insolvabilité, Reginsol) held and maintained by the Luxembourg Trade and Companies Register dated as of the Amendment No. 4 Effective Date, (C) a confirmation that borrowing or guaranteeing or securing (as appropriate) the Commitments under the Amended Credit Agreement would not cause any borrowing, guarantee, security or other similar limit binding on the Finco Borrower to be exceeded, and (D) a confirmation that each copy document relating to the Finco Borrower specified in this paragraph (e) is correct, complete and (to the extent executed) in full force and effect without amendment or modification prior to the Amendment No. 4 Effective Date.

(e) The representations and warranties of each Loan Party set forth in the Loan Documents shall be true and correct in all material respects on and as of the Amendment No. 4 Effective Date; provided that, in each case, to the extent that such representations and warranties specifically refer to an earlier date, they shall be true and correct in all material respects as of such earlier date; provided further that, in each case, any representation and warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language shall be true and correct in all respects on the Amendment No. 4 Effective Date or on such earlier date, as the case may be.

(f) At the time of and immediately after giving effect to the Refinancing Term Loans and the Refinancing Revolving Commitments, no Default or Event of Default shall have occurred and be continuing.

(g) The Administrative Agent and the Joint Lead Arrangers shall have received, at least one (1) Business Day prior to the Amendment No. 4 Effective Date, all documentation and other information about the Borrowers as has been reasonably requested in writing at least three (3) Business Days prior to the Amendment No. 4 Effective Date by the Administrative Agent or the Joint Lead Arrangers that is required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the USA PATRIOT Act.

(h) The Administrative Agent shall have received a Borrowing Request with respect to the Refinancing Term Loans not later than 12:00 p.m. noon, New York City time, one (1) Business Day before the Amendment No. 4 Effective Date and otherwise in accordance with the requirements of Section 2.03 of the Credit Agreement.

(i) The Administrative Agent or the Joint Lead Arrangers, as applicable, shall have received all fees and reasonable, documented and invoiced out-of-pocket expenses previously agreed in writing by the Administrative Agent or the Joint Lead Arrangers, as applicable, and the Borrowers to be due and payable on the Amendment No. 4 Effective Date to the extent invoiced at least one (1) Business Day prior to the Amendment No. 4 Effective Date.

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(j) The Borrowers shall have paid to the Administrative Agent for the ratable account of the Lenders holding Amendment No. 1 Refinancing Term Loans all accrued and unpaid interest on such Amendment No. 1 Refinancing Term Loans to, but not including, the Amendment No. 4 Effective Date.

(k) (i) All Revolving Commitments shall have been terminated, (ii) all outstanding Revolving Loans, together with accrued and unpaid interest thereon, shall have been paid in full in cash, (iii) all outstanding Letters of Credit shall have been terminated (other than Letters of Credit that have been cash collateralized or backstopped in an amount, by an institution and otherwise pursuant to arrangements reasonably satisfactory to the applicable Issuing Bank) and (iv) all accrued and unpaid fees and all reimbursable expenses and other non-contingent Loan Document Obligations with respect to the Revolving Facility due as of the Amendment No. 4 Effective Date, together with accrued and unpaid interest (if any) thereon, shall have been paid in full in cash.

(l) The Amendment No. 1 Refinancing Term Loans shall have been prepaid such that, immediately after giving effect to the Term Loan Maturity Date Extension and the prepayment of Amendment No. 1 Refinancing Term Loans on the Amendment No. 4 Effective Date, the aggregate principal amount of the Amendment No. 1 Refinancing Term Loans outstanding on the Amendment No. 4 Effective Date shall not exceed $300,000,000.

The Administrative Agent shall notify Initial Holdings, Bidco, the Borrowers and the Lenders of the Amendment No. 4 Effective Date, and such notice shall be conclusive and binding.

SECTION 7. Conditions Subsequent. Each of the parties hereto agree that on the Amendment No. 4 Effective Date, immediately after giving effect to the effectiveness of this Amendment, each of the following conditions will be satisfied unless waived by the Required Lenders:

(a) The Administrative Agent (or its counsel) shall have received an executed copy of the following Security Documents: (A) an English law governed supplemental deed between Bidco as chargor and Bank of America, N.A. as collateral agent to the English law governed second ranking assignment agreement dated 1 May 2020 made between Bidco as chargor and Barclays Bank plc as collateral agent in connection with the Intra-Group Debt Documents (as defined therein), (B) an English law governed supplemental deed between Finco Borrower as chargor, Bidco as bidco and Bank of America, N.A. as collateral agent to the English law governed assignment agreement dated 1 May 2020 made between Finco Borrower as chargor, Bidco as bidco and Barclays Bank plc as collateral agent in connection with the English law governed assignment agreement dated 1 May 2020 made between Bidco as chargor and Finco Borrower as chargee in connection with the Intra-Group Debt Documents (as defined therein), (C) an English law governed supplemental deed between Inmarsat New Ventures Limited, Inmarsat Global Limited, Inmarsat Group Holdings Limited and Inmarsat Solutions AS as chargors and Bank of America, N.A. as collateral agent to the English law governed debenture dated 18 February 2020 originally between Inmarsat New Ventures Limited and Inmarsat Global Limited as initial chargors and Barclays Bank plc as collateral agent as acceded to by a security accession deed dated 1 May 2020 between Inmarsat Group Holdings Limited and Inmarsat Solutions AS as new chargors, Inmarsat Global Limited as company and Barclays Bank plc as collateral agent in each case, in connection with the Charged Property (as defined therein), (D) an English law governed supplemental deed between Bidco as chargor and Bank of America, N.A. as collateral agent to the English law governed second ranking charge over bank accounts dated 12 December 2019 between Bidco as chargor and Barclays Bank plc as collateral agent in connection with the Bank Accounts (as defined therein), (E) an English law governed supplemental deed between Bidco as chargor and Bank of America, N.A. as collateral agent to the English law governed second ranking share charge dated 12 December 2019 between Bidco as chargor and Barclays Bank plc as collateral agent in connection with the Shares (as defined therein), (F) an English law governed supplemental deed between Finco Borrower as chargor, Bidco as bidco and Bank of America, N.A. as collateral agent to the English

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law governed assignment agreement dated 12 December 2019 between Finco Borrower as chargor, Bidco as bidco and Barclays Bank plc as collateral agent in connection with the English law governed share charge dated 12 December 2019 made between Bidco as chargor and Finco Borrower as chargee in connection with the Target Shares (as defined therein) and (G) an English law governed supplemental deed between Finco Borrower as chargor, Bidco as bidco and Bank of America, N.A. as collateral agent to the English law governed assignment agreement dated 12 December 2019 between Finco Borrower as chargor, Bidco as bidco and Barclays Bank plc as collateral agent in connection with the English law governed assignment agreement dated 12 December 2019 made between Bidco as chargor and Finco Borrower as chargee in connection with the Intra-Group Debt Documents (as defined therein); and

(b) a Luxembourg law governed master security assignment, and transfer and confirmation agreement with respect to the Initial Luxembourg Collateral Agreement (including, amongst others, the amended and restated Initial Luxembourg Collateral Agreement reflecting the change of Collateral Agent; and

(c) The Administrative Agent (or its counsel) shall have received a written opinion (addressed to the Administrative Agent, the Extending Term Lenders, the Refinancing Term Lenders, the Refinancing Revolving Lenders, the Swingline Lender and the Issuing Banks and dated as of the Amendment No. 4 Effective Date) of each of (i) Carey Olsen (Guernsey) LLP, as Guernsey law counsel to the Administrative Agent (with respect to enforceability), (ii) Ogier, as Guernsey law counsel to the Finco Borrower (with respect to capacity), (iii) Ogier (LUXEMBOURG) SCS, as Luxembourg law counsel to the Finco Borrower (with respect to capacity), (iv) NautaDutilh Avocats Luxembourg S.à r.l., as Luxembourg law counsel to the Administrative Agent (with respect to enforceability), (v) Advokatfirmaet Thommessen AS, as Norwegian law counsel to the Administrative Agent, (vi) Latham & Watkins LLP, as counsel to Initial Holdings, Bidco and the Borrowers with respect to certain matters of New York and Delaware law and (vii) Milbank LLP, as English law counsel to the Administrative Agent, in each case in form and substance reasonably satisfactory to the Administrative Agent. Each applicable party hereby requests such counsel deliver such opinion.

SECTION 8. Resignation and Appointment of Administrative Agent, Collateral Agent, Issuing Bank and Swingline Lender. As of the Amendment No. 4 Effective Date, immediately after giving effect to the effectiveness of this Amendment, the making of the Refinancing Term Loans (and the substantially concurrent prepayment of Amendment No. 1 Refinancing Term Loans) and the effectiveness of the Refinancing Revolving Commitments:

(a) Barclays hereby provides notice to the Lenders, the Issuing Banks, Bidco and the Borrowers of its intention to resign as Administrative Agent, Collateral Agent, Issuing Bank and Swingline Lender effective as of the Successor Agent Appointment Date (as defined below) (Barclays, in its capacities as Administrative Agent, Collateral Agent, Issuing Bank and Swingline Lender, the “Existing Agent”). Bidco, the Borrowers and the Lenders party hereto (together constituting the Required Lenders) hereby (i) acknowledge the resignation by Barclays as the Existing Agent effective as of the Successor Agent Appointment Date, (ii) consent to this Amendment being deemed as the notice of resignation by Barclays required pursuant to Section 8.06 of the Credit Agreement as of the Successor Agent Appointment Date and (iii) waive any applicable notice periods required pursuant to the Credit Agreement.

(b) Each Lender party hereto (together constituting the Required Lenders) hereby (i) appoints BofA to act as the successor Administrative Agent and Collateral Agent under the Loan Documents pursuant to Section 8.06 of the Credit Agreement and (ii) acknowledges that BofA shall replace Barclays as an Issuing Bank and as the Swingline Lender under the Loan Documents pursuant to Section 8.06 of the Credit Agreement (BofA, in its capacities as successor Administrative Agent, Collateral Agent, Issuing Bank and Swingline Lender, the “Successor Agent”), in each case, effective as of the Successor Agent

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Appointment Date. As of the Successor Agent Appointment Date, the Successor Agent will accept the appointment to act as successor Administrative Agent, Collateral Agent, Issuing Bank and Swingline Lender under the Loan Documents pursuant to the Successor Agent Agreement (as defined below). The Lenders party hereto, Bidco and the Borrowers each (x) agree that such appointment of the Successor Agent and the acceptance thereof by the Successor Agent are effective under the Loan Documents and binding on each of the parties hereto and such consent is the consent required pursuant to Section 8.06 of the Credit Agreement and (y) waive any applicable notice periods required pursuant to the Credit Agreement. Each of the parties hereto agrees to execute all documents reasonably necessary to evidence the appointment of the Successor Agent as successor Administrative Agent, Collateral Agent, Issuing Bank and Swingline Lender.

(c) The Lenders party hereto acknowledge that the documentation reflecting the definitive resignation of Barclays as Existing Agent and BofA’s appointment as Successor Agent in such capacities will be reflected in an agency transfer agreement (or similar document) (the “Successor Agent Agreement”) to be negotiated in good faith among Initial Holdings, Bidco, the Borrowers, Barclays and BofA. The effectiveness of Barclays’ resignation as Existing Agent and BofA’s appointment as Successor Agent will be the date of effectiveness of the Successor Agent Agreement (such date, the “Successor Agent Appointment Date”). The Lenders party hereto hereby consent to the execution by Initial Holdings, Bidco, the Borrowers, the other Loan Parties, Barclays, as Existing Agent, and BofA, as Successor Agent, of the Successor Agent Agreement and the effectiveness of the foregoing without the need to obtain the further consent of any Lender. The Lenders party hereto acknowledge and agree that the Successor Agent Agreement may include waivers, amendments or modifications to the Credit Agreement or one or more of the other Loan Documents deemed reasonably necessary or appropriate by Initial Holdings, Bidco, the Borrowers, Barclays and BofA to effectuate the purpose of the Successor Agent Agreement, and the Lenders party hereto consent to such amendments without the need to obtain the further consent of any Lender.

SECTION 9. Reaffirmation of Guarantees and Security Interests and Grant of Security Interests.

(a) As of the Amendment No. 4 Effective Date, each Loan Party hereby acknowledges its receipt of a copy of this Amendment and its review of the terms and conditions hereof and consents to the terms and conditions of this Amendment and the transactions contemplated hereby, including, but not limited to, the Existing Term Loan Maturity Extension and the extensions of credit in the form of the Refinancing Term Loans and the Refinancing Revolving Commitments. As of the Amendment No. 4 Effective Date, each Loan Party hereby (a) affirms and confirms its guarantees, security, pledges, grants and other undertakings under the Amended Credit Agreement and the other Loan Documents, (b) agrees that (i) each Loan Document to which it is a party shall continue to be in full force and effect and (ii) all of its guarantees, security, pledges, grants and other undertakings thereunder shall continue to be in full force and effect and shall extend to the liabilities and obligations under the Loan Documents as amended by this Amendment and shall accrue to the benefit of the Secured Parties, including the Extending Term Lenders, the Refinancing Term Lenders and the Refinancing Revolving Lenders, and (c) acknowledges that from and after the date hereof, the Extended Term Loans, the Refinancing Term Loans and any Revolving Loans made under the Refinancing Revolving Commitments shall be deemed to be, and the outstanding Amendment No. 1 Refinancing Term Loans shall continue to be, Secured Obligations.

(b) As security for the payment or performance in full of the Secured Obligations, each Grantor and Share Pledge Grantor hereby pledges, assigns and grants to the Collateral Agent, on behalf of and for the benefit of the Secured Parties, a security interest in all of its right, title and interest in, to and under, whether now owned or existing or hereafter acquired or arising and regardless of where located, all of the Pledged Collateral (limited in the case of Share Pledge Grantors to the Pledged Equity Interests) and any and all accessions to, substitutions for and replacements, products and cash and non-cash proceeds (including Stock Rights) of the foregoing; provided that, in no event shall the Pledged Collateral include or the Security Interest attach to any Excluded Assets.

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(c) As security for the payment or performance, in full of the Secured Obligations, each Grantor hereby pledges, assigns and grants to the Collateral Agent, on behalf of and for the benefit of the Secured Parties, a Security Interest in all of its right, title and interest in, to and under all of the Article 9 Collateral, whether now owned by or owing to, or hereafter acquired by or arising in favor of, such Grantor, and regardless of where located; provided that, in no event shall the Article 9 Collateral include or the Security Interest attach to any Excluded Assets.

(d) Capitalized terms used in clauses (b) and (c) of this Section 9 that are not defined in the Amended Credit Agreement shall have the meanings assigned to such terms in the Collateral Agreement.

(e) The security interests granted in clauses (b) and (c) of this Section 9 in any assets or property shall be automatically released or terminated (without any action of any party hereto) at any time the security interest provided under the Collateral Agreement in such assets or property is released or terminated in accordance with the provisions thereunder and under the Amended Credit Agreement.

SECTION 10. Expenses; Indemnity; Damage Waiver. Sections 9.03(a), (b), (d), (e), (f), (g) and (h) of the Credit Agreement are hereby incorporated, mutatis mutandis, by reference as if such Sections were set forth in full herein and shall apply, mutatis mutandis, to each Joint Lead Arranger, in its capacity as such, as if each reference to the Administrative Agent under the Credit Agreement were a reference to such Joint Lead Arranger hereunder, including, for the avoidance of doubt, liabilities, losses, damages, claims, costs, expenses and disbursements arising out of the arrangement of the Refinancing Revolving Commitments, the arrangement and syndication of the Refinancing Term Loans and the solicitation of the consents to the amendments to the Credit Agreement contemplated herein; provided that, notwithstanding anything else therein, the expense reimbursement provisions of Section 9.03(a) of the Credit Agreement shall only apply as provided hereinabove if the Amendment No. 4 Effective Date occurs.

SECTION 11. Miscellaneous.

(a) Notice. For purposes of the Amended Credit Agreement, the initial notice address of each Refinancing Term Lender and each Refinancing Revolving Lender shall be as set forth below its signature below.

(b) Recordation of the Extended Term Loans, the Refinancing Term Loans and the Refinancing Revolving Commitments. Upon execution and delivery hereof, the Administrative Agent will record in the Register the Extended Term Loans held by the Extending Term Lenders, the Refinancing Term Loans made by the Refinancing Term Lenders and the Refinancing Revolving Commitments of the Refinancing Revolving Lenders.

(c) Prepayment Notice. The parties hereto agree that, notwithstanding anything to the contrary set forth herein or the Credit Agreement, the Borrowers shall be deemed to have delivered (and the Administrative Agent and Lenders party hereto acknowledge receipt of) (i) any notice of prepayment required in connection with the prepayment of Amendment No. 1 Refinancing Term Loans outstanding under the Credit Agreement immediately after the Term Loan Maturity Date Extension and (ii) any notice of prepayment required in connection with the prepayment of the Revolving Loans outstanding under the Credit Agreement immediately prior to the Amendment No. 4 Effective Date.

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(d) Amendment, Modification and Waiver. This Amendment may not be amended nor may any provision hereof be waived except pursuant to a writing signed by each of the parties hereto.

(e) Entire Agreement. This Amendment, the Amended Credit Agreement and the other Loan Documents constitute the entire agreement among the parties with respect to the subject matter hereof and thereof and supersede all other prior agreements and understandings, both written and verbal, among the parties or any of them with respect to the subject matter hereof.

(f) Governing Law. This Amendment shall be construed in accordance with and governed by the laws of the State of New York.

(g) Jurisdiction; Consent to Service of Process; Waiver of Jury Trial. Sections 9.09(b), (c) and (d) and Section 9.10 of the Credit Agreement are hereby incorporated, mutatis mutandis, by reference as if such Sections were set forth in full herein and shall apply, mutatis mutandis, to each party hereto.

(h) Severability. Any provision of this Amendment held to be invalid, illegal or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such invalidity, illegality or unenforceability without affecting the validity, legality and enforceability of the remaining provisions hereof; and the invalidity of a particular provision in a particular jurisdiction shall not invalidate such provision in any other jurisdiction.

(i) Counterparts. This Amendment may be executed in counterparts (and by different parties hereto on different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. Any signature to this Amendment may be delivered by facsimile, electronic mail (including pdf) or any electronic signature complying with the U.S. federal ESIGN Act of 2000 or the New York Electronic Signature and Records Act or other transmission method and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes to the fullest extent permitted by applicable law. For the avoidance of doubt, the foregoing also applies to any amendment, extension or renewal of this Amendment. Each of the parties hereto represents and warrants to the other parties hereto that it has the corporate capacity and authority to execute this Amendment through electronic means and there are no restrictions for doing so in such party’s constitutive documents.

(j) Headings. The headings of this Amendment are for purposes of reference only and shall not limit or otherwise affect the meaning hereof.

(k) Continued Effectiveness. Notwithstanding anything contained herein, the terms of this Amendment are not intended to and do not serve to effect a novation as to the Credit Agreement. The parties hereto expressly do not intend to extinguish the Credit Agreement. Instead, it is the express intention of the parties hereto to reaffirm the indebtedness created under the Credit Agreement which is secured by the Collateral and the Liens and guarantees thereunder. The Amended Credit Agreement and each of the Loan Documents remain in full force and effect.

[Remainder of this page intentionally left blank]

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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed by their respective authorized officers as of the day and year first above written.

[Signature Page to Amendment No. 4]

[Signature Page to Amendment No. 4]

[Signature Page to Amendment No. 4]

[Signature Page to Amendment No. 4]

[Signature Page to Amendment No. 4]

[Signature Page to Amendment No. 4]

[Signature Page to Amendment No. 4]

[Signature Page to Amendment No. 4]

[Signature Page to Amendment No. 4]

[Signature Page to Amendment No. 4]

[Signature Page to Amendment No. 4]

[Signature Page to Amendment No. 4]

[Signature Page to Amendment No. 4]

[Signature Page to Amendment No. 4]

[Signature Page to Amendment No. 4]

[Signature Page to Amendment No. 4]

[Signature Pages of Extending Term Lenders are on file with the Administrative Agent]

Schedule I

Refinancing Term Loans

Refinancing Revolving Commitments

LC Commitments

Exhibit A

[Attached]

EXECUTION VERSIONExecution Version

EXHIBIT A

CREDIT AGREEMENT

dated as of

December 12, 2019,

as amended by Amendment No. 1, dated as of January 25, 2021,

as amended by Amendment No. 2, dated as of December 17, 2021 and,

as amended by Amendment No. 3, dated as of December 2, 2022, and

as amended by Amendment No. 4, dated as of March 28, 2024,

among

CONNECT MIDCO LIMITED,

as Initial Holdings,

CONNECT BIDCO LIMITED,

as Bidco,

CONNECT FINCO SARL,

as the Finco Borrower and the Borrower Representative,

CONNECT U.S. FINCO LLC,

as the U.S. Borrower,

certain Restricted Subsidiaries of Bidco from time to time party hereto,

as Additional Borrowers,

The Lenders and Issuing Banks party hereto

and

BARCLAYS BANK PLCOF AMERICA, N.A.,

as Administrative Agent and Collateral Agent

BANK OF AMERICA, N.A.,

DNB (UK) LIMITED,

GOLDMAN SACHS BANK USA,

ING BANK N.V.,

NATWEST MARKETS PLC,

CITIZENS BANK, N.A.,

BARCLAYSHSBC UK BANK PLC,

BOFA SECURITIES, INC.

and

INTESA SANPAOLO BANK LUXEMBOURG S.A.,

JPMORGAN CHASE BANK, N.A.,

MUFG BANK, LTD.

and

UBS SECURITIES LLC,

UBS SECURITIES LLC,

as Joint Global Coordinators and Joint Lead Arrangers and Joint Bookrunners

BARCLAYS BANK PLC,

BOFA SECURITIES, INC.,

UBS SECURITIES LLC,

BNP PARIBAS FORTIS S.A./N.V.,

HSBC BANK PLC,

ING BANK N.V.,

NATIXIS, NEW YORK BRANCH,

NATWEST MARKETS PLC,

SUMITOMO MITSUI BANKING CORPORATION,

BANCA IMI S.P.A., LONDON BRANCH,

MUFG BANK, LTD.,

DNB (UK) LIMITED,

THE BANK OF NOVA SCOTIA, LONDON BRANCH

and

MIZUHOHSBC BANK PLC, LTD.,

as Joint Bookrunners

INTESA SANPAOLO BANK LUXEMBOURG S.A.,

NATIXIS, NEW YORK BRANCH and

UBS SECURITIES LLC,

as Co-Managers

TABLE OF CONTENTS

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TABLE OF CONTENTS

(continued)

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TABLE OF CONTENTS

(continued)

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TABLE OF CONTENTS

(continued)

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SCHEDULES:

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CREDIT AGREEMENT

CREDIT AGREEMENT dated as of December 12, 2019 (this “Agreement”), among CONNECT MIDCO LIMITED (f/k/a Triton Midco (Guernsey) Limited), a non-cellular company limited by shares incorporated under the laws of Guernsey with company number 66186 (“Initial Holdings”), CONNECT BIDCO LIMITED (f/k/a Triton Bidco (Guernsey) Limited), a non-cellular company limited by shares incorporated under the laws of Guernsey with company number 66187 (“Bidco”), CONNECT FINCO SARL (f/k/a Triton Finco SARL), a private limited liability company (société à responsabilité limitée) incorporated in Luxembourg, having its registered office at 1-3, Boulevard de la Foire, L-15286, rue Eugène Ruppert, L-2453 Luxembourg, registered with the Luxembourg Trade and Companies Register (R.C.S. Luxembourg) under number B233109 (the “Finco Borrower”), as a Revolving Borrower and a Term Borrower, CONNECT U.S. FINCO LLC, a Delaware limited liability company (the “U.S. Borrower”), as a Revolving Borrower and a Term Borrower (the U.S. Borrower, in its capacity as a term borrower, together with the Finco Borrower, the “Term Borrowers” and, the U.S. Borrower in its capacity as a revolving borrower, together with the Finco Borrower in its capacity as a revolving borrower and any Additional Borrowers from time to time party hereto, the “Revolving Borrowers” and, collectively with the Term Borrowers, the “Borrowers”), the LENDERS and ISSUING BANKS party hereto and Barclays Bank PLCof America, N.A. (“BarclaysBofA”), as Administrative Agent and Collateral Agent.

The parties hereto agree as follows:

ARTICLE I

DEFINITIONS

SECTION 1.01 Defined Terms.

As used in this Agreement, the following terms have the meanings specified below:

“2011 Ex-Im Credit Agreement” means the credit agreement dated May 11, 2011 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time) between, among others, Inmarsat Investments Limited as borrower and ING Capital LLC as Ex-Im facility agent.

“2014 Ex-Im Credit Agreement” means the credit agreement dated November 10, 2014 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time) between, among others, Inmarsat Investments Limited as borrower and ING Capital LLC as Ex-Im facility agent.

“2022 Notes” means the $1,000,000,000 4.875% senior notes due 2022 issued by Inmarsat Finance plc.

“2024 Notes” means the $400,000,000 6.500% senior notes due 2024 issued by Inmarsat Finance plc.

“ABR” when used in reference to any Loan or Borrowing, refers to whether such Loan, or the Loans comprising such Borrowing, are bearing interest at a rate determined by reference to the Alternate Base Rate.

“Acceptable Commitment” has the meaning assigned to such term in Section 6.04(b)(ii).

“Acceptable Discount” has the meaning assigned to such term in Section 2.10(a)(ii)(D)(2).

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“Acceptable Prepayment Amount” has the meaning assigned to such term in Section 2.10(a)(ii)(D)(3).

“Acceptance and Prepayment Notice” means an irrevocable written notice from a Term Lender accepting a Solicited Discounted Prepayment Offer to make a Discounted Term Loan Prepayment at the Acceptable Discount specified therein pursuant to Section 2.10(a)(ii)(D) substantially in the form of Exhibit P.

“Acceptance Date” has the meaning specified in Section 2.10(a)(ii)(D)(2).

“Accepting Lenders” has the meaning specified in Section 2.23(a).

“Acquired EBITDA” means, with respect to any Acquired Entity or Business or any Converted Restricted Subsidiary (any of the foregoing, a “Pro Forma Entity”) for any period, the amount for such period of Consolidated EBITDA of such Pro Forma Entity (determined as if references to Bidco and the Restricted Subsidiaries in the definition of “Consolidated EBITDA” were references to such Pro Forma Entity and its subsidiaries that will become Restricted Subsidiaries), all as determined on a consolidated basis for such Pro Forma Entity.

“Acquired Entity or Business” has the meaning given such term in the definition of “Consolidated EBITDA.”

“Acquired Indebtedness” means, with respect to any specified Person,

(1) 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

(2) Indebtedness secured by a Lien encumbering any asset acquired by such specified Person.

“Acquisition” means the acquisition of the Company by Bidco pursuant to the terms of the Acquisition Documents.

“Acquisition Documents” means the Scheme Documents and any other document designated as an Acquisition Document by Bidco and the Administrative Agent and all schedules, exhibits and annexes to each of the foregoing and all side letters, instruments and agreements affecting the terms of the foregoing or entered into in connection therewith.

“Additional Borrower” means any Person who shall from time to time become a party to this Agreement as a “Revolving Borrower” hereunder upon the execution and delivery of an Additional Borrower Agreement.

“Additional Borrower Agreement” means the Additional Borrower Agreement substantially in the form of Exhibit H hereto.

“Additional Lender” means any Additional Revolving Lender or any Additional Term Lender, as applicable.

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“Additional/Replacement Revolving Commitments” has the meaning assigned to such term in Section 2.19(a).

“Additional Revolving Lender” means, at any time, any bank, financial institution or other institutional lender or investor (other than any natural person) or any Person that would be an Affiliated Lender that agrees to provide any portion of any (a) Incremental Revolving Commitment Increase or Additional/Replacement Revolving Commitments pursuant to an Incremental Facility Amendment in accordance with Section 2.19 or (b) Credit Agreement Refinancing Indebtedness in the form of Other Revolving Commitments pursuant to a Refinancing Amendment in accordance with Section 2.20; provided that each Additional Revolving Lender shall be subject to the approval of the Administrative Agent, each Issuing Bank and the Swingline Lender, in each case only if such consent would be required under Section 9.04(b) for an assignment of Revolving Loans or Revolving Commitments, as applicable, to such bank, financial institution or other institutional lender or investor (such approval in each case not to be unreasonably withheld, conditioned or delayed) and Bidco.

“Additional Term Lender” means, at any time, any bank, financial institution or other institutional lender or investor (other than any natural person) or any Person that would be an Affiliated Lender that agrees to provide any portion of any (a) Incremental Term Loans pursuant to an Incremental Facility Amendment in accordance with Section 2.19 or (b) Credit Agreement Refinancing Indebtedness in the form of Other Term Loans or Other Term Commitments pursuant to a Refinancing Amendment in accordance with Section 2.20; provided that each Additional Term Lender shall be subject to the approval of the Administrative Agent if such consent would be required under Section 9.04(b) for an assignment of Term Loans or Term Commitments, as applicable, to such bank, financial institution or other institutional lender or investor (such approval in each case not to be unreasonably withheld, conditioned or delayed) and Bidco.

“Adjusted LIBO Rate” means, with respect to any Eurodollar Borrowing for any Interest Period, a rate per annum (rounded upwards, if necessary, to the next 1/100th of 1%) equal to the product of (i) the LIBO Rate as in effect at such time for such Interest Period and (ii) the Statutory Reserve Rate; provided that the Adjusted LIBO Rate for any Interest Period shall not be less than (a) 1.00% per annum, with respect to any Amendment No. 1 Refinancing Term Loans and (b) 0.00% per annum, with respect to any Revolving Loans.

“Additional/Replacement Revolving Commitments” has the meaning assigned to such term in Section 2.19(a).

“Administrative Agent” means BarclaysBofA, in its capacity as administrative agent hereunder and under the other Loan Documents, and its successors in such capacity as provided in Article VIII.

“Administrative Agent’s Office” means the Administrative Agent’s address and, as appropriate, account as set forth on Schedule 9.01, or such other address or account as the Administrative Agent may from time to time notify Bidco and the Borrowers and the Lenders.

“Administrative Questionnaire” means an administrative questionnaire in a form supplied by the Administrative Agent.

“Affected Class” has the meaning specified in Section 2.23(a).

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

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

“Affiliated Debt Fund” means any Affiliated Lender that is a bona fide diversified debt fund primarily engaged in, or that 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 or securities in the ordinary course.

“Affiliated Lender” means, at any time, any Lender that is an Investor or an Affiliate of an Investor (other than Holdings, Bidco or any of their respective Subsidiaries) at such time, to the extent that such Investor or its Affiliates constitute an Affiliate of Holdings, Bidco or its Subsidiaries.

“Agent” means the Administrative Agent, the Collateral Agent, each Joint Lead Arranger, and any successors and assigns of the foregoing in such capacity, and “Agents” means two or more of them.

“Agent Parties” has the meaning given to such term in Section 9.01(c).

“Agreed Currency” or “Agreed Currencies” means U.S. Dollarsdollars and each Alternative Currency.

“Agreed Security Principles” means those principles set forth on Schedule 1.01(a).

“Agreement” has the meaning given to such term in the preliminary statements hereto.

“Agreement Currency” has the meaning specified in Section 9.22.

“Allocation Date” means the date of the initial allocation of the Initial Term Loans, which date was September 23, 2019.

“Alternate Base Rate” means, for any day, a fluctuating rate per annum equal to the highest of (a) the Prime Rate in effect on such day, (b) the NYFRB (i) in the case of the Amendment No. 1 Refinancing Term Loans, the NYFRB Rate plus 1/2 of 1.00%, or (ii) in the case of any Loans (other than the Amendment No. 1 Refinancing Term Loans), the Federal Funds Effective Rate plus 1/2 of 1.00% and (c) Term SOFR (which rate shall be calculated based on an Interest Period of one month as of such date) plus 1.00%; provided that, for the avoidance of doubt, Term SOFR for any day shall be Term SOFR for a one-month interest period on the day that is two (2) Business Days prior to such day, as such rate is published by the Term SOFR Administrator. Any change in the Alternate Base Rate due to a change in the Prime Rate, the NYFRB, the Federal Funds Effective Rate or Term SOFR shall be effective from and including the effective date of such change in the Prime Rate, NYFRB, the Federal Funds Effective Rate or Term SOFR, respectively. If the Alternate Base Rate is being used as an alternate rate of interest pursuant to Section 2.13 (for the avoidance of doubt, only until the Benchmark Replacement has been determined pursuant to Section 2.13), then the Alternate Base Rate shall be the greater of clauses (a) and (b) above and shall be determined without reference to clause (c) above.

“Alternative Currency” means Euros, Sterling, Swiss Francs, Yen, Canadian Dollars and each other currency (other than dollars) that is requested by Bidco or the Borrowers and approved in accordance with Section 1.08.

“Alternative Currency Equivalent” means, at any time, with respect to any amount denominated in dollars, the equivalent amount thereof in the applicable Alternative Currency as determined by the Administrative Agent or the relevant Issuing Bank, as the case may be, at such time on the basis of the Spot Rate (determined in respect of the most recent Revaluation Date or other applicable date of determination) for the purchase of such Alternative Currency with dollars.

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“Amendment No. 1” means that certain Amendment No. 1, dated as of the Amendment No. 1 Effective Date, among Initial Holdings, Bidco, the Borrowers, the Lenders party thereto and the Administrative Agent.

“Amendment No. 1 Effective Date” means January 25, 2021.

“Amendment No. 1 Refinancing Term Loans” means the Other Term Loans made pursuant to Amendment No. 1 on the Amendment No. 1 Effective Date in an aggregate principal amount of $1,736,875,000. On the Amendment No. 4 Effective Date, immediately after giving effect to the Term Loan Maturity Date Extension (as defined in Amendment No. 4), the making of the Refinancing Term Loans (as defined in Amendment No. 4) and the prepayment of Amendment No. 1 Refinancing Term Loans (in each case, on the Amendment No. 4 Effective Date), $300,000,000 in aggregate principal amount of Amendment No. 1 Refinancing Term Loans was outstanding. For the avoidance of doubt, the Amendment No. 4 Term Loans shall not constitute Amendment No. 1 Refinancing Term Loans.

“Amendment No. 2” means that certain Amendment No. 2, dated as of December 17, 2021, among Initial Holdings, Bidco, the Borrowers, the Lenders party thereto and the Administrative Agent.

“Amendment No. 3” means that certain Amendment No. 3, dated as of the Amendment No. 3 Effective Date, among Bidco and the Administrative Agent.

“Amendment No. 3 Effective Date” means December 2, 2022.

“Amendment No. 3 Transition Date” means June 30, 2023.

“Amendment No. 4” means that certain Amendment No. 4, dated as of the Amendment No. 4 Effective Date, among Initial Holdings, Bidco, the Borrowers, the other Subsidiary Loan Parties, the Lenders party thereto, the Issuing Banks party thereto, the Swingline Lender and the Administrative Agent.

“Amendment No. 4 Effective Date” means March 28, 2024.

“Amendment No. 4 Term Loans” means, collectively, (a) the Amendment No. 1 Refinancing Term Loans of each Extending Term Lender (as defined in Amendment No. 4) on the Amendment No. 4 Effective Date and (b) the Other Term Loans made pursuant to Amendment No. 4 on the Amendment No. 4 Effective Date (in an aggregate principal amount of $633,994,802.66). Pursuant to Amendment No. 4, on the Amendment No. 4 Effective Date, the Amendment No. 1 Refinancing Term Loans of each Extending Term Lender (as defined in Amendment No. 4) on the Amendment No. 4 Effective Date were converted into Amendment No. 4 Term Loans (on a dollar-for-dollar basis), and thereafter ceased to constitute Amendment No. 1 Refinancing Term Loans. As of the Amendment No. 4 Effective Date, $1,300,000,000 in aggregate principal amount of Amendment No. 4 Term Loans was outstanding.

“Announcement” means the press release made by Bidco, dated as of March 25, 2019, announcing a firm intention to implement the Scheme in accordance with Rule 2.7 of the City Code.

“Anti-Corruption Laws” has the meaning assigned to such term in Section 3.18(a).

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“Applicable Account” means, with respect to any payment to be made to the Administrative Agent hereunder, the account specified by the Administrative Agent from time to time for the purpose of receiving payments of such type.

“Applicable Authority” means (a) with respect to Term SOFR, the Term SOFR Administrator or any Governmental Authority having jurisdiction over the Administrative Agent or the Term SOFR Administrator with respect to its publication of Term SOFR, in each case acting in such capacity, and (b) with respect to any Alternative Currency, the applicable administrator for the Relevant Rate for such Alternative Currency or any Governmental Authority having jurisdiction over the Administrative Agent or such administrator with respect to its publication of the applicable Relevant Rate, in each case acting in such capacity.

“Applicable Discount” has the meaning assigned to such term in Section 2.10(a)(ii)(C)(2).

“Applicable Fronting Exposure” means, with respect to any Person that is an Issuing Bank or the Swingline Lender at any time the sum of (a) the aggregate amount of all Letters of Credit issued by such Person in its capacity as an Issuing Bank (if applicable) that remains available for drawing at such time, (b) the aggregate amount of all LC Disbursements made by such Person in its capacity as an Issuing Bank (if applicable) that have not yet been reimbursed by or on behalf of the Revolving Borrowers at such time and (c) the aggregate principal amount of all Swingline Loans made by such Person in its capacity as a Swingline Lender (if applicable) outstanding at such time.

“Applicable Percentage” means, at any time, with respect to any Revolving Lender, the percentage of the aggregate Revolving Commitments represented by such Lender’s Revolving Commitment at such time (or, if the Revolving Commitments have terminated or expired, such Lender’s share of the total Revolving Exposure at that time); provided that, at any time any Revolving Lender shall be a Defaulting Lender, “Applicable Percentage” shall mean the percentage of the total Revolving Commitments (disregarding any such Defaulting Lender’s Revolving Commitment) represented by such Lender’s Revolving Commitment. If the Revolving Commitments have terminated or expired, the Applicable Percentages shall be determined based upon the applicable Revolving Commitments most recently in effect, giving effect to any assignments pursuant to this Agreement and to any Lender’s status as a Defaulting Lender at the time of determination.

“Applicable Rate” means, for any day,

(a) (i) with respect to any Initial Term Loan, 3.50% per annum in the case of any ABR Loan or 4.50% per annum in the case of a Term Benchmark Loan and, (ii) with respect to any Amendment No. 1 Refinancing Term Loan, 2.50% per annum in the case of any ABR Loan or 3.50% per annum in the case of a Term Benchmark Loan, and (iii) with respect to any Amendment No. 4 Term Loan, 3.50% per annum in the case of any ABR Loan or 4.50% per annum in the case of a Term Benchmark Loan; and

(b) with respect to any Revolving Loan,

(i) prior to the Amendment No. 4 Effective Date, the applicable rate per annum set forth below under the caption “ABR Spread” (with respect to ABR Loans) or “Adjusted LIBO Rate, Term SOFR SpreadBenchmark or RFR Rate Spread” (with respect to Eurodollar Loans, Term Benchmark Loans or RFR Loans) as the case may be, based upon the Senior Secured First Lien Net Leverage Ratio as of the end of the fiscal quarter of Bidco for which consolidated financial statements have theretofore been most recently delivered pursuant to Section 5.01(a) or 5.01(b); provided that until the date of the delivery of the consolidated financial statements pursuant to Section 5.01 as of and for the fiscal year ended December 31, 2019, the Applicable Rate shall be based on the rates per annum set forth in Category 1:

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(ii) on or after the Amendment No. 4 Effective Date, the applicable rate per annum set forth below under the caption “ABR Spread” (with respect to ABR Loans) or “Term Benchmark or RFR Rate Spread” (with respect to Term Benchmark or RFR Loans) as the case may be, based upon the Total Net Leverage Ratio as of the end of the fiscal quarter of Bidco for which consolidated financial statements have theretofore been most recently delivered pursuant to Section 5.01(a) or 5.01(b); provided that until the date of the delivery of the consolidated financial statements pursuant to Section 5.01 as of and for the fiscal quarter ended March 31, 2024, the Applicable Rate shall be based on the rates per annum set forth in Category 2:

For purposes of the foregoing, each change in the Applicable Rate resulting from a change in the Senior Secured First Lien Net Leverage Ratio or the Total Net Leverage Ratio, as applicable, shall be effective during the period commencing on and including the Business Day following the date of delivery to the Administrative Agent pursuant to Section 5.01(a) or 5.01(b) of the consolidated financial statements and related Compliance Certificate indicating such change and ending on the date immediately preceding the effective date of the next such change. Notwithstanding the foregoing, the Applicable Rate, at the option of the Administrative Agent or the Required Revolving Lenders, commencing upon written notice to Bidco, shall be based on the rates per annum set forth in Category 1 (i) at any time that an Event of Default under Section 7.01(a) has occurred and is continuing and shall continue to so apply to but excluding

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the date on which such Event of Default shall cease to be continuing (and thereafter, the Category otherwise determined in accordance with this definition shall apply) or (ii) if Bidco fails to deliver the consolidated financial statements required to be delivered pursuant to Section 5.01(a) or 5.01(b) or any Compliance Certificate required to be delivered pursuant hereto, in each case within the time periods specified herein for such delivery, during the period commencing on and including the day of the occurrence of a Default resulting from such failure and until the delivery thereof.

“Approved Bank” has the meaning assigned to such term in clause (4) of the definition of the term “Cash Equivalents.”

“Approved Foreign Bank” has the meaning assigned to such term in clause (15) of the definition of “Cash Equivalents.”

“Approved Fund” means any Person (other than a natural person) that is (or will be) engaged in making, purchasing, holding or investing in commercial loans and similar extensions of credit in the ordinary course of its activities and that is administered, advised or managed by (a) a Lender, (b) an Affiliate of a Lender or (c) an entity or an Affiliate of an entity that administers, advises or manages a Lender.

“Asset Sale” means:

(1) 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 and Lease-Back Transaction) of Bidco or any of its Restricted Subsidiaries (each referred to in this definition as a “disposition”); or

(2) the issuance or sale of Equity Interests of any Restricted Subsidiary (other than Preferred Stock of Restricted Subsidiaries issued in compliance with Section 6.01 hereof or the issuance of directors’ qualifying shares and shares issued to foreign nationals as required by applicable law), whether in a single transaction or a series of related transactions;

in each case, other than:

(a) any disposition of (i) Cash Equivalents or Investment Grade Securities, (ii) obsolete, damaged, used, surplus or worn out property or equipment, whether now owned or hereafter acquired, in the ordinary course of business and dispositions of property no longer used or useful, or economically practicable to maintain, in the conduct of the business of Bidco and any Restricted Subsidiary (including by ceasing to enforce, allowing the lapse, abandonment or invalidation of or discontinuing the use or maintenance of or putting into the public domain any intellectual property that is, in the reasonable judgment of Bidco or the Restricted Subsidiaries, no longer used or useful, or economically practicable to maintain, or in respect of which Bidco or any Restricted Subsidiary determines in its reasonable business judgment that such action or inaction is desirable) or (iii) any disposition of inventory, goods and other assets (including Settlement Assets) in the ordinary course of business or no longer used in the ordinary course of business and immaterial assets (considered in the aggregate and as reasonably determined by Bidco in good faith);

(b) the disposition of all or substantially all of the assets of Bidco and its Restricted Subsidiaries in a manner permitted pursuant to the provisions of Section 6.03 hereof or any disposition that constitutes a Change of Control pursuant to this Agreement;

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(c) the making of any Restricted Payment or Permitted Investment that is permitted to be made, and is made, under Section 6.05 hereof, or solely for the purposes of Section 6.04(b)(ii), asset sales, the proceeds of which are used to make such Restricted Payments or Permitted Investments;

(d) any disposition of assets or issuance or sale of Equity Interests of any Restricted Subsidiary in any transaction or series of related transactions with an aggregate fair market value of less than the greater of $75,000,00050,000,000 and 105% of Consolidated EBITDA for the most recently ended Test Period as of such date, calculated on a Pro Forma Basis;

(e) any disposition (i) of property or assets or issuance of securities by a Restricted Subsidiary of Bidco to Bidco or any Borrower or by Bidco or a Restricted Subsidiary of Bidco to another Restricted Subsidiary of Bidco or (ii) to Bidco or a Restricted Subsidiary constituting debt forgiveness;

(f) dispositions of property to the extent that (i) such property is exchanged for credit against the purchase price of similar replacement property or (ii) an amount equal to net proceeds of such disposition are promptly applied to the purchase price of such replacement property;

(g) leases, subleases, service agreements, product sales, licenses or sublicenses (including licenses and sublicenses of intellectual property or other intangible assets), in each case that do not materially interfere with the business of Bidco and the Restricted Subsidiaries, taken as a whole;

(h) sales, rentals or leases of satellite capacity, bandwidth, beams, transponders or threads or other grants of rights of satellite use or of any other portion of a Satellite in the ordinary course of business

(i) any issuance or sale of Equity Interests in, or Indebtedness or other securities of, an Unrestricted Subsidiary or any other disposition of Capital Stock, Indebtedness or other securities of an Unrestricted Subsidiary or an Immaterial Subsidiary;

(j) foreclosures, condemnation, expropriation or any similar action with respect to assets, other transfers of property subject to casualty events or the granting of Liens not prohibited by this Agreement;

(k) (i) any disposition of accounts receivable, any participations thereof, Receivables Assets or related assets, in connection with any Receivables Facility, (ii) dispositions or forgiveness of accounts receivable in connection with the collection or compromise thereof (including sales to factors or other third parties) or (iii) the sale 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) any financing transaction with respect to property built or acquired by Bidco or any Restricted Subsidiary after the Effective Date, including Sale and Lease-Back Transactions (and dispositions of property acquired by Bidco or any of the Restricted Subsidiaries after the Effective Date pursuant to Sale and Lease-Back Transactions) and asset securitizations permitted by this Agreement;

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(m) any surrender or waiver of contractual rights or the settlement, release or surrender of contractual rights or other litigation claims in the ordinary course of business;

(n) the unwinding or voluntary termination of any Hedging Obligations;

(o) any disposition in connection with the Transactions;

(p) dispositions of any assets (including Equity Interests) (A) acquired in connection with any acquisition or other Investment not prohibited by this Agreement, which assets are not used or useful to the core or principal business of Bidco and the Restricted Subsidiaries or (B) made to obtain the approval of any applicable antitrust authority in connection with an acquisition;

(q) sales, transfers and other dispositions of Investments in joint ventures to the extent required by, or made pursuant to customary buy/sell arrangements between, the joint venture parties set forth in joint venture arrangements and similar binding arrangements;

(r) failing to pursue or allowing any registrations or any applications for registration of any intellectual property rights to lapse or go abandoned in the ordinary course of business if, in the reasonable determination of Bidco or a Restricted Subsidiary, such discontinuance is desirable in the conduct of the business of Bidco and its Restricted Subsidiaries taken as a whole;

(s) dispositions of property acquired by Bidco or any of the Restricted Subsidiaries pursuant to Sale and Lease-Back Transactions;

(t) dispositions in connection with Permitted Liens, Permitted Intercompany Activities, Permitted Tax Restructuring and related transactions;

(u) an issuance of Capital Stock by a Restricted Subsidiary as part of or pursuant to an equity incentive or compensation plan approved by the Board of Directors of Bidco or any holding company thereof;

(v) any disposition of Capital Stock of a Restricted Subsidiary pursuant to an agreement or other obligation with or to a Person (other than Bidco or a Restricted Subsidiary) from whom such Restricted Subsidiary was acquired, or from whom such Restricted Subsidiary acquired its business and assets, made as part of such acquisition and in each case comprising all or a portion of the consideration in respect of such sale or acquisition; and

(w) any sale of property or assets, if the acquisition of such property or assets was financed with Excluded Contributions and the proceeds of such sale are used to make a Restricted Payment pursuant to Section 6.05(b)(x).

In the event that a transaction (or any portion thereof) meets the criteria of a permitted Asset Sale and would also be a Permitted Investment or an Investment permitted under Section 6.05, Bidco, in its sole discretion, will be entitled to divide and classify such transaction (or a portion thereof) as an Asset Sale and/or one or more of the types of Permitted Investments or Investments permitted under Section 6.05.

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“Assignment and Assumption” means an assignment and assumption entered into by a Lender and an Eligible Assignee (with the consent of any Person whose consent is required by Section 9.04(b)), substantially in the form of Exhibit A or any other form reasonably approved by the Administrative Agent.

“Auction Agent” means (a) the Administrative Agent or (b) any other financial institution or advisorJoint Lead Arranger employed by Bidco (whether or not an Affiliate of the Administrative Agent) to act as an arranger in connection with any Discounted Term Loan Prepayment pursuant to Section 2.10(a)(ii)(A); provided that Bidco 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).

“Available Amount” has the meaning assigned to such term in Section 6.05(a)(A).

“Available Investments Amount” means, at any time, (i) the amount of Investments that may be made at the time of determination pursuant to clause (14) of the definition of “Permitted Investments”, minus (ii) the amount of the Available Investments Amount utilized by Bidco or any Restricted Subsidiary to make Restricted Debt Payments pursuant to clause (xiv) of Section 6.05(b).

“Available Restricted Debt Payments Amount” means, at any time, (i) the amount of Restricted Debt Payments that may be made at the time of determination pursuant to clause (xiv) of Section 6.05(b), minus (ii) the sum of (a) the amount of the Available Restricted Debt Payments Amount utilized by Bidco or any Restricted Subsidiary to make Investments pursuant to clause (14) of the definition of “Permitted Investments” and (b) the amount of the Available Restricted Debt Payments Amount utilized by Bidco or any Restricted Subsidiary to make Restricted Payments pursuant to clause (xi) of Section 6.05(b).

“Available Restricted Payments Amount” means, at any time, (i) the amount of Restricted Payments that may be made at the time of determination pursuant to clause (xi) of Section 6.05(b), minus (ii) the sum of (a) the amount of the Available Restricted Payments Amount utilized by Bidco or any Restricted Subsidiary to make Investments pursuant to clause (14) of the definition of “Permitted Investments” and (b) the amount of the Available Restricted Payments Amount utilized by Bidco or any Restricted Subsidiary to make Restricted Debt Payments pursuant to clause (xiv) of Section 6.05(b).

“Available Tenor” means, as of any date of determination and with respect to the then-current Benchmark, as applicable, (x) if such Benchmark is a term rate, any tenor for such Benchmark (or payment period for interest calculated with reference to such Benchmark, as applicable,component thereof) that is or may be used for determining the length of an Interest Period pursuant to this Agreement or (y) otherwise, any payment period for interest calculated with reference to such Benchmark (or component thereof) that is or may be used for determining any frequency of making payments of interest calculated with reference to such Benchmark pursuant to this Agreement, in each case, as of such date and not including, for the avoidance of doubt, any tenor for such Benchmark that is then-removed from the definition of “Interest Period” pursuant to Section 2.13.

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

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

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“Bankruptcy Code” means Title 11 of the United States Code, as amended, or any similar federal or state law for the relief of debtors.

“Bank Products” means any facilities or services related to cash management, including treasury, depository, overdraft, credit or debit card, purchase card, electronic funds transfer and other cash management arrangements.

“Barclays” has the meaning given to such term in the preliminary statements hereto.

“Bankruptcy Code” means Title 11 of the United States Code, as amended, or any similar federal or state law for the relief of debtors.

“Benchmark” means, initially, the Relevant RateTerm SOFR; provided that if a Benchmark Transition Event or an Early Opt-in Election, as applicable, and its related Benchmark Replacement Date have occurred with respect to Relevant RateTerm SOFR or the then-current Benchmark, then “Benchmark” means the applicable Benchmark Replacement to the extent that such Benchmark Replacement has replaced such prior benchmark rate pursuant to Section 2.13.

“Benchmark Replacement” means, for any Available Tenor, the first alternative set forth in the order below that can be determined by the Administrative Agent for the applicable Benchmark Replacement Date; provided that, in the case of any Loan denominated in an Agreed Currency and not set forth in clause (1) below, “Benchmark Replacement” shall mean the alternative set forth in clause (2) below:

(1) (A) in the case of any Loans denominated in U.S. Dollarsdollars, Daily Simple SOFR,

(2) the alternate benchmark rate that has been selected by the Administrative Agent and the Borrower as the replacement for the then-current Benchmark for the applicable Corresponding Tenor giving due consideration to any evolving or then-prevailing market convention for determining a benchmark rate as a replacement for the then-current Benchmark for U.S. syndicated credit facilities denominated in the applicable Agreed Currencydollars at such time.

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 this Agreement and the other Loan Documents.

“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 “Alternate Base Rate,” 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, length of lookback periods, the applicability of breakage provisions, and other technical, administrative or operational matters) that the Administrative Agent (or, for purposes of clause (2) of the definition of “Benchmark Replacement”, the Administrative Agent with the consent of the Borrower) determines may be appropriate to reflect the adoption and implementation of such Benchmark Replacement and the other provisions contemplated by

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Section 2.13 in a manner substantially consistent with market practice (provided that any such change that is not substantially consistent with both (x) market practice and (y) other U.S. syndicated credit facilities for similarly situated sponsors denominated in the Agreed Currencydollars for which the Administrative Agent acts as administrative agent shall be determined by the Administrative Agent in consultation with the Borrower), and to permit the administration thereof by the Administrative Agent in a manner substantially consistent with both (x) market practice and (y) other U.S. syndicated credit facilities for similarly situated sponsors denominated in the Agreed Currencydollars for which the Administrative Agent acts as administrative agent (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 decides is reasonably necessary in connection with the administration of this Agreement and the other Loan Documents).

“Benchmark Replacement Date” means, with respect to any Benchmark, the earliest to occur of the following events with respect to such then-current Benchmark:

(1) in the case of clause (1) or (2) of the definition of “Benchmark Transition Event,” the later of (a) the date of the public statement or publication of information referenced therein and (b) the date on which the administrator of such Benchmark (or the published component used in the calculation thereof) permanently or indefinitely ceases to provide such Benchmark (or such component thereof) or, if such Benchmark is a term rate, all Available Tenors of such Benchmark (or such component thereof);

(2) in the case of clause (3) of the definition of “Benchmark Transition Event,” the first date of the public statement or publication of information referenced thereinon which such Benchmark (or the published component used in the calculation thereof) has been or, if such Benchmark is a term rate, all Available Tenors of such Benchmark (or such component thereof) have been determined and announced by the regulatory supervisor for the administrator of such Benchmark (or such component thereof) to be non-representative; provided that such non-representativeness will be determined by reference to the most recent statement or publication referenced in such clause (3) and even if such Benchmark (or such component thereof) or, if such Benchmark is a term rate, any Available Tenor of such Benchmark (or such component thereof) continues to be provided on such date; or

(3) in the case of an 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.

For the avoidance of doubt, (i) if the event giving rise to the Benchmark Replacement Date occurs on the same day as, but earlier than, the Reference Time in respect of any determination, the Benchmark Replacement Date will be deemed to have occurred prior to the Reference Time for such determination and (ii) the “Benchmark Replacement Date” will be deemed to have occurred in the case of clause (1) or (2) above with respect to any Benchmark upon the occurrence of the applicable event or events set forth therein solely to the extent such event applies to all then-current Available Tenors of such Benchmark (or the published component used in the calculation thereof).

“Benchmark Transition Event” means, with respect to any Benchmark, the occurrence of one or more of the following events with respect to such then-current Benchmark:

(1) a public statement or publication of information by or on behalf of the administrator of such Benchmark (or the published component used in the calculation thereof) announcing that such administrator has ceased or will cease to provide such Benchmark (or such component thereof) or, if such Benchmark is a term rate, all Available Tenors of such Benchmark (or such component thereof), permanently or indefinitely, provided that, at the time of such statement or publication, there is no successor administrator that will continue to provide such Benchmark (or such component thereof) or, if such Benchmark is a term rate, any Available Tenor of such Benchmark (or such component thereof);

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(2) a public statement or publication of information by the regulatory supervisor for the administrator of such Benchmark (or the published component used in the calculation thereof), the Federal Reserve Board, the NYFRB, an insolvency official with jurisdiction over the administrator for such Benchmark (or such component), a resolution authority with jurisdiction over the administrator for such Benchmark (or such component) or a court or an entity with similar insolvency or resolution authority over the administrator for such Benchmark (or such component), in each case which states that the administrator of such Benchmark (or such component) has ceased or will cease to provide such Benchmark (or such component thereof) or, if such Benchmark is a term rate, all Available Tenors of such Benchmark (or such component thereof) permanently or indefinitely; provided that, at the time of such statement or publication, there is no successor administrator that will continue to provide such Benchmark (or such component thereof) or, if such Benchmark is a term rate, any Available Tenor of such Benchmark (or such component thereof); or

(3) a public statement or publication of information by the regulatory supervisor for the administrator of such Benchmark (or the published component used in the calculation thereof) announcing that such Benchmark (or such component thereof) or, if such Benchmark is a term rate, all Available Tenors of such Benchmark (or such component thereof) are not, or as of a specified future date will not be, representative.

For the avoidance of doubt, if such Benchmark is a term rate, a “Benchmark Transition Event” will be deemed to have occurred with respect to any Benchmark if a public statement or publication of information set forth above has occurred with respect to each then-current Available Tenor of such Benchmark (or the published component used in the calculation thereof).

“Benchmark Unavailability Period” means, with respect to any Benchmark, the period (if any) (x) beginning at the time that a Benchmark Replacement Date pursuant to clause (1) or (2) of that definition has occurred if, at such time, no Benchmark Replacement has replaced such then-current Benchmark for all purposes hereunder and under any Loan Document in accordance with Section 2.13 and (y) ending at the time that a Benchmark Replacement has replaced such then-current Benchmark for all purposes hereunder and under any Loan Document in accordance with Section 2.13.

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

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

“Bidco” has the meaning assigned to such term in the preliminary statements hereto.

“Board of Directors” means, with respect to any Person, (a) in the case of any corporation, the board of directors of such Person or any committee thereof duly authorized to act on behalf of such board, (b) in the case of any limited liability company, the board of managers, board of directors, manager or managing member of such Person or the functional equivalent of the foregoing or any committee thereof duly authorized to act on behalf of such board, manager or managing member, (c) in the case of any partnership, the board of directors or board of managers of the general partner of such Person and (d) in any other case, the functional equivalent of the foregoing.

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

“Borrower-Designated GuarantorBofA” has the meaning assignedgiven to such term in Section 5.11(a)the preliminary statements hereto.

“Borrower Materials” has the meaning assigned to such term in the last paragraph of Section 5.01.

“Borrower Offer of Specified Discount Prepayment” means the offer by the Borrower to make a voluntary prepayment of Term Loans at a Specified Discount to par pursuant to Section 2.10(a)(ii)(B).

“Borrower Representative” has the meaning assigned to such term in Section 1.13.

“Borrowers” has the meaning assigned to such term in the preliminary statements hereto.

“Borrower Solicitation of Discount Range Prepayment Offers” means the solicitation by the Borrower Representative of offers for, and the corresponding acceptance by a Term Lender of, a voluntary prepayment of Term Loans at a specified range at a discount to par pursuant to Section 2.10(a)(ii)(C).

“Borrower Solicitation of Discounted Prepayment Offers” means the solicitation by the Borrower Representative of offers for, and the subsequent acceptance, if any, by a Term Lender of, a voluntary prepayment of Term Loans at a discount to par pursuant to Section 2.10(a)(ii)(D).

“Borrower Tax Jurisdiction” means, as regards the relevant Borrower, that Borrower’s jurisdiction of incorporation unless that Borrower is incorporated in Guernsey, in which case its Borrower Tax Jurisdiction shall be the United Kingdom.

“Borrower-Designated Guarantor” has the meaning assigned to such term in Section 5.11(a).

“Borrowers” has the meaning assigned to such term in the preliminary statements hereto.

“Borrowing” means (a) Loans of the same Class and Type, made, converted or continued on the same date and, in the case of Eurodollar Loans, Term Benchmark Loans and RFR Loans, as to which a single Interest Period is in effect or (b) a Swingline Loan.

“Borrowing Minimum” means (a) in the case of a Eurodollar or Term Benchmark Revolving Borrowing denominated in dollars, $1,000,000, (b) in the case of an ABR Revolving Borrowing, $500,000 and, (c) in the case of a Term Benchmark Revolving Borrowing denominated in any other Alternative Currency, the smallest amount of such Alternative Currency that is a multiple of 1,000,000 units of such currency and that has a Dollar Equivalent of $1,000,000 or more and (d) in the case of a Swingline Loan, $100,000.

“Borrowing Multiple” means (a) in the case of a Eurodollar or Term Benchmark Revolving Borrowing denominated in dollars, $1,000,000, (b) in the case of an ABR Revolving Borrowing, $500,000 and, (c) in the case of a Term Benchmark Revolving Borrowing denominated in any other Alternative Currency, the smallest amount of such Alternative Currency that is a multiple of 1,000,000 units of such currency and that has a Dollar Equivalent of $1,000,000 or more and (d) in the case of a Swingline Loan, $100,000.

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“Borrowing Request” means a request by a Borrower for a Borrowing in accordance with Section 2.03.

“Business Day” means any day that is not a Saturday, Sunday or other day on which commercial banks in New York City, London, Luxembourg and/or Guernsey are authorized or required by law to remain closed; provided that (wi) in relation to Loanswhen used in connection with a Loan denominated in U.S. Dollarsdollars and in relation to the calculation or computation of Term SOFR, the term “Business Day” shall also exclude a day on which the Securities Industry and Financial Markets Association recommends that the fixed income departments of its members be closed for the entire day for purposes of trading in United States government securities, (x) when used in connection with a Eurodollar Loan denominated in Canadian Dollars, the term “Business Day” shall also exclude any day on which banks are not open for dealings in Canadian Dollar deposits in the Toronto interbank market, (y) when used in connection with a Eurodollarii) if such day relates to any interest rate settings as to an Alternative Currency Loan denominated in Euros, the term “Business Day” shall also exclude any day on which the TARGET2 payment system is not open and (z) in relation to RFR Loans and any interest rate settings,any fundings, disbursements, settlements orand payments in Euros in respect of any such RFRAlternative Currency Loan, or any other dealings in Sterling, shall mean any such day that is an RFR Business Day, and with respect to all notices and determinations in connection with, and payments of principal and interest on or with respect to, Loans denominated in anyEuros to be carried out pursuant to this Agreement in respect of any such Alternative Currency Loan, any day that ismeans a Business Day which is not a legal holiday or a day on which banking institutions are authorized or required by Requirements of Law or other governmental action to remain closed in the country of issuance of the applicable that is also a TARGET Day, (iv) if such day relates to any interest rate settings as to an Alternative Currency Loan denominated in (x) Sterling, means a day other than a day banks are closed for general business in London because such day is a Saturday, Sunday or a legal holiday under the laws of the United Kingdom and (y) Swiss Francs, means a day other than when banks are closed for settlement and payments of foreign exchange transactions in Zurich because such day is a Saturday, Sunday or a legal holiday under the laws of Switzerland, (v) if such day relates to any interest rate settings as to an Alternative Currency Loan denominated in a currency other than, Euro, Sterling or Swiss Francs, means any such day on which dealings in deposits in the relevant currency are conducted by and between banks in the applicable offshore interbank market for such currency and (vi) if such day relates to any fundings, disbursements, settlements and payments in a currency other than Euros in respect of an Alternative Currency Loan denominated in a currency other than Euros, or any other dealings in any currency other than Euro to be carried out pursuant to this Agreement in respect of any such Alternative Currency Loan (other than any interest rate settings), means any such day on which banks are open for foreign exchange business in the principal financial center of the country of such currency.

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

“Capital Stock” means:

(1) in the case of a corporation, corporate stock or shares in the capital of such corporation;

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(2) in the case of an association or business entity, any and all shares, interests, participations, rights or other equivalents (however designated) of capital stock;

(3) in the case of a partnership or limited liability company, partnership or membership interests (whether general or limited); and

(4) 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) but excluding from all of the foregoing any debt securities convertible into Capital Stock, whether or not such debt securities include any right of participation with Capital Stock.

“Capitalized Amount” means, as at the relevant date of determination, the sum of the amount of (a) the Equity Contributions and (b) the Senior Secured Notes actually issued, and the Initial Term Loans and Revolving Loans actually funded, on or prior to such date (excluding, in each case, (x) the aggregate gross proceeds of the Senior Secured Notes, the Initial Term Loans and the Revolving Loans to fund original issue discount or upfront fees and (y) any amounts drawn under the Revolving Facility on or prior to such date for working capital purposes).

“Capitalized Lease Obligations” means, at the time any determination thereof is to be made, the amount of the liability in respect of a Capitalized 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 IFRS; provided that all obligations of any Person that are or would have been characterized as an operating lease as determined in accordance with IFRS (IAS 17) as in effect prior to January 13, 2016 (whether or not such operating lease was in effect on such date) shall continue to be accounted for as an operating lease (and not as a Capitalized Lease or Capitalized Lease Obligation) for purposes of this Agreement regardless of any change in IFRS following such date that would otherwise require such obligation to be recharacterized as a Capitalized Lease Obligation, to the extent that financial reporting shall not be affected hereby.

“Capitalized Leases” means all leases that have been or should be, in accordance with IFRS as in effect on the Effective Date, recorded as capitalized leases; provided that for all purposes hereunder the amount of obligations under any Capitalized Lease shall be the amount thereof accounted for as a liability in accordance with IFRS; provided, further, that all leases of such Person that are or would have been characterized as operating leases as determined in accordance with IFRS (IAS 17) as in effect prior to January 13, 2016 (whether or not such operating lease was in effect on such date) shall continue to be accounted for as an operating lease (and not as a Capitalized Lease or Capitalized Lease Obligation) for purposes of this Agreement notwithstanding the fact that such obligations are required in accordance with IFRS (on a prospective or retroactive basis or otherwise) to be characterized as capitalized lease obligations in the financial statements to be delivered pursuant to the Loan Documents.

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

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“Cash Equivalents” means:

(1) United States dollars;

(2) (a) Canadian Dollars, Yen, pounds sterling, eurosSterling, Euros, or any national currency of any participating member state of the EMU or (b) in the case of any Foreign Subsidiary, such local currencies held by it from time to time in the ordinary course of business;

(3) securities issued or directly and fully and unconditionally guaranteed or insured by the U.S. government or any agency or instrumentality thereof, Canada, Switzerland, a member of the European Union rated “A” (or the equivalent thereof) or better by S&P and A2 (or the equivalent thereof) or better by Moody’s, 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;

(4) certificates of deposit, time deposits and eurodollar time deposits with maturities of 24 months or less from the date of acquisition, bankers’ acceptances with maturities not exceeding 24 months and overnight bank deposits, in each case with any domestic or foreign commercial bank having capital and surplus of not less than $250,000,000 in the case of U.S. banks or $100,000,000 (or the Dollar Equivalent as of the date of determination) in the case of non-U.S. banks (any such bank being an “Approved Bank”);

(5) repurchase obligations for underlying securities of the types described in clause (3), (4) or (7) entered into with any financial institution or recognized securities dealer meeting the qualifications specified in clause (4) above;

(6) commercial paper and variable or fixed rate notes rated at least P-2 by Moody’s or at least A-2 by S&P (or, if at any time neither Moody’s nor S&P shall be rating such obligations, an equivalent rating from another rating agency) and in each case maturing within 24 months after the date of creation thereof;

(7) marketable short-term money market and similar securities having a rating of at least P-2 or A-2 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 rating agency) and in each case maturing within 24 months after the date of creation thereof;

(8) readily marketable direct obligations issued by any state, commonwealth or territory of the United States of America or any political subdivision or taxing authority thereof or any instrumentality thereof having an Investment Grade Rating from either Moody’s or S&P (or, if at any time neither Moody’s nor S&P shall be rating such obligations, an equivalent rating from another rating agency) with maturities of 24 months or less from the date of acquisition;

(9) Indebtedness or Preferred Stock issued by Persons with a rating of “A” or higher from S&P or “A2” or higher from Moody’s (or, if at any time neither Moody’s nor S&P shall be rating such obligations, an equivalent rating from another rating agency) with maturities of 24 months or less from the date of acquisition;

(10) readily marketable direct obligations issued by any foreign government or any political subdivision or public instrumentality thereof, in each case having an Investment Grade Rating from any of Moody’s or S&P (or, if at any time neither Moody’s nor S&P shall be rating such obligations, an equivalent rating from another rating agency) with maturities of 24 months or less from the date of acquisition;

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(11) Investments with average maturities of 24 months or less from the date of acquisition in money market funds rated AAA- (or the equivalent thereof) or better by S&P or Aaa3 (or the equivalent thereof) or better by Moody’s (or, if at any time neither Moody’s nor S&P shall be rating such obligations, an equivalent rating from another rating agency);

(12) repurchase agreements entered into by any Person with an Approved Bank, a bank or trust company or recognized securities dealer, in each case, having capital and surplus in excess of $250,000,000 or its equivalent for direct obligations issued by or fully guaranteed or insured by the government or any agency or instrumentality of (i) the United States, (ii) Canada, (iii) Switzerland or (iv) any member nation of the European Union rated A (or the equivalent thereof) or better by S&P and A2 (or the equivalent thereof) or better by Moody’s, in which such Person shall have a perfected first priority security interest (subject to no other Liens) or title to which shall have been transferred to such Person and having, on the date of purchase thereof, a fair market value of at least 100% of the amount of the repurchase obligations;

(13) instruments equivalent to those referred to in clauses (1) through (12) above denominated in euros or any other foreign currency comparable in credit quality and tenor to those referred to above and customarily used by corporations for cash management purposes in any jurisdiction outside the United States to the extent reasonably required in connection with any business conducted by any Subsidiary organized in such jurisdiction;

(14) investments, classified in accordance with IFRS as current assets of Bidco or any Subsidiary, in money market investment programs that are registered under the Investment Company Act of 1940 or that are administered by financial institutions having capital of at least $250,000,000 or its equivalent, and, in either case, the portfolios of which are limited such that substantially all of such investments are of the character, quality and maturity described in clauses (1) through (13) of this definition;

(15) with respect to any Subsidiary that is organized under the laws of a jurisdiction other than the United States of America, any State, commonwealth or territory thereof or the District of Columbia: (i) obligations of the national government of the country in which such 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, (ii) 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 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 (iii) the equivalent of demand deposit accounts which are maintained with an Approved Foreign Bank; and

(16) investment funds investing at least 90% of their assets in securities of the types described in clauses (1) through (15) above.

Notwithstanding the foregoing, Cash Equivalents shall include amounts denominated in currencies other than those set forth in clauses (1) or (2) above or the immediately preceding paragraph; provided that such amounts are converted into any currency listed in clauses (1) or (2) above or the immediately preceding paragraph as promptly as practicable and in any event within ten Business Days following the receipt of such amounts.

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In the case of Investments by any Foreign Subsidiary that is a Restricted Subsidiary or Investments made in a country outside the United States of America, Cash Equivalents shall also include (a) investments of the type and maturity described in clauses (1) through (16) above of foreign obligors, which Investments or obligors (or the parents of such obligors) have ratings described in such clauses or equivalent ratings from comparable foreign rating agencies and (b) other short term investments utilized by Foreign Subsidiaries that are Restricted Subsidiaries in accordance with normal investment practices for cash management in investments analogous to the foregoing investments in clauses (1) through (16) above.

For purposes of determining the maximum permissible maturity of any investments described in this definition, the maturity of any obligation is deemed to be the shortest of the following: (i) the stated maturity date; (ii) the weighted average life (for amortizing securities); (iii) the next interest rate reset for variable rate and auction-rate obligations; or (iv) the next put exercise date (for obligations with put features).

“Cash Management Obligations” means (a) obligations of Holdings, any Intermediate Parent, Bidco or any Subsidiary in respect of any overdraft and related liabilities arising from treasury, depository, cash pooling arrangements and cash management services or any automated clearing house transfers of funds and (b) other obligations in respect of netting services, employee credit or purchase card programs and similar arrangements.

“Casualty Event” means any event that gives rise to the receipt by Bidco or any Subsidiary of any insurance proceeds or condemnation awards 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.

“Central Bank Rate” means the Bank of England’s Bank Rate as published by the Bank of England from time to time.

“Central Bank Rate Adjustment” means, in relation to the Central Bank Rate prevailing at close of business on any RFR Business Day, the 20% trimmed arithmetic mean (calculated by the Administrative Agent) of the Central Bank Rate Spreads for the five most immediately preceding RFR Business Days for which the RFR is available.

“Central Bank Rate Spread” means, in relation to any RFR Business Day, the difference (expressed as a percentage rate per annum) calculated by the Administrative Agent of (x) the RFR for that RFR Business Day, and (x) the Central Bank Rate prevailing at close of business on that RFR Business Day.

“Certain Funds Loan Party” means Initial Holdings, Bidco, the Finco Borrower and the U.S. Borrower, in each case as of the Effective Date.

“Certain Funds Period” means the period from (and including) the Effective Date to (and including) 11:59 p.m., New York City time, on the earliest of (a) the date on which the Initial Term Commitments have been utilized in full and (b) the date falling 60 days after the Effective Date (or, in each case, such later time as agreed by the Administrative Agent (acting reasonably and in good faith)).

“Certain Funds Utilization” means any borrowing of Initial Term Loans on or after the Effective Date and prior to the expiration of the Certain Funds Period in accordance with Section 3.17.

“CFC” means a “controlled foreign corporation” within the meaning of Section 957 of the Code.

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“Change in Law” shall meanmeans (i) the adoption of any law, treaty, order, policy, rule, or regulation after the Effective 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 Effective Date or (iii) compliance by any Lender with any guideline, request, directive, or order issued or made after the Effective Date by any central bank or other governmental 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 in each case, after the Effective Date.

“Change of Control” means (a) (i) prior to an IPO, the failure of Holdings, directly or indirectly through one or more Intermediate Parents, to own all of the Equity Interests of Bidco or (ii) prior to an IPO by a Borrower, the failure of Bidco, directly or indirectly, to own all of the Equity Interests of each Borrower, (b) prior to an IPO, the failure by the Permitted Holders to own, directly or indirectly through one or more holding company parents of Holdings, beneficially and of record, Equity Interests in Holdings representing at least a majority of the aggregate ordinary voting power for the election of the Board of Directors of Holdings represented by the issued and outstanding Equity Interests in Holdings, unless the Permitted Holders otherwise have the right (pursuant to contract, proxy or otherwise), directly or indirectly, to designate, nominate or appoint (and do so designate, nominate or appoint) a majority of the Board of Directors of Holdings, (c) after an IPO, (i) the acquisition of ownership, directly or indirectly, beneficially or of record, by any Person or group, other than the Permitted Holders (directly or indirectly, including through one or more holding companies), of Equity Interests representing 40% or more of the aggregate ordinary voting power represented by the issued and outstanding Equity Interests in the IPO Entity and the percentage of the aggregate ordinary voting power so held is greater than the percentage of the aggregate ordinary voting power represented by the Equity Interests in the IPO Entity held by the Permitted Holders, unless the Permitted Holders (directly or indirectly, including through one of more holding companies) otherwise have the right (pursuant to contract, proxy or otherwise), directly or indirectly, to designate, nominate or appoint (and do so designate, nominate or appoint) a majority of the Board of Directors of the IPO Entity or (ii) if the IPO Entity is a parent entity of Holdings, the failure of Holdings to remain an indirect or direct subsidiary of the IPO Entity, unless the Permitted Holders (directly or indirectly, including through one or more holding companies) otherwise have the right (pursuant to contract, proxy or otherwise), directly or indirectly, to designate, nominate or appoint (and do so designate, nominate or appoint) a majority of the Board of Directors of Holdings or (d) the occurrence of a “Change of Control” (or similar event, however denominated), as defined in the documentation governing any Subordinated Indebtedness that is Material Indebtedness, unless such Subordinated Indebtedness is repaid substantially simultaneously with the occurrence of such “Change of Control” under such documentation in a manner permitted hereunder.

For purposes of this definition, (i) “beneficial ownership” shall be as defined in Rules 13(d)-3 and 13(d)-5 under the Exchange Act, (ii) the phrase Person or “group” is within the meaning of Section 13(d) or 14(d) of the Exchange Act, but excluding any employee benefit plan of such Person or “group” and its subsidiaries and any Person acting in its capacity as trustee, agent or other fiduciary or administrator of any such plan, and (iii) if any Person or “group” includes one or more Permitted Holders, the issued and outstanding Equity Interests of Holdings, the IPO Entity or Bidco, as applicable, directly or indirectly owned by the Permitted Holders that are part of such Person or “group” shall not be treated as being owned by such Person or “group” for purposes of determining whether clause (c) of this definition is triggered).

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“City Code” means the UK City Code on Takeovers and Mergers, as administered by the Panel.

“Class” when used in reference to (a) any Loan or Borrowing, refers to whether such Loan, or the Loans comprising such Borrowing, are Revolving Loans, Other Revolving Loans, Term Loans, Incremental Term Loans, Other Term Loans or Swingline Loans, (b) any Commitment, refers to whether such Commitment is a Revolving Commitment, Additional/Replacement Revolving Commitment, Other Revolving Commitment, Term Commitment or Other Term Commitment and (c) any Lender, refers to whether such Lender has a Loan or Commitment with respect to a particular Class of Loans or Commitments. Other Term Commitments, Other Term Loans, Other Revolving Commitments (and the Other Revolving Loans made pursuant thereto), Additional/Replacement Revolving Commitments and Incremental Term Loans that have different terms and conditions (other than with respect to original issue discount or upfront fees) shall be construed to be in different Classes.

“Co-operation Agreement” means the co-operation agreement, dated as of March 25, 2019, entered into between Bidco and the Company in respect of the Acquisition.

“Code” means the United States Internal Revenue Code of 1986, as amended from time to time.

“Collateral” means any and all assets, whether real or personal, tangible or intangible, on which Liens are purported to be granted pursuant to the Security Documents as security for the Secured Obligations.

“Collateral Agent” has the meaning given to such term in Section 8.01(b) and its successors in such capacity as provided in Article VIII.

“Collateral Agreement” means the Collateral Agreement among the Loan Parties party thereto and the Collateral Agent, substantially in the form of Exhibit D.

“Collateral and Guarantee Requirement” means, at any time, subject in all respects to the Agreed Security Principles (other than with respect to U.S. Restricted Subsidiaries or U.S. Loan Parties), the requirement that:

(a) the Administrative Agent shall have received from (i) Holdings, any Intermediate Parent, Bidco, each of the U.S. Restricted Subsidiaries (other than any Excluded Subsidiary) and each of the Non-U.S. Restricted Subsidiaries (other than any Non-U.S. Restricted Subsidiary that is incorporated in an Excluded Jurisdiction) that is a Guarantor Coverage Material Subsidiary or that is designated to accede as a Guarantor pursuant to Section 5.11, either (x) a counterpart of the Guarantee Agreement duly executed and delivered on behalf of such Person or (y) in the case of any Person that becomes a Restricted Subsidiary (other than an Excluded Subsidiary) or a Loan Party after the Effective Date or that ceases to be an Excluded Subsidiary, a supplement to the Guarantee Agreement, in substantially the form specified therein, duly executed and delivered on behalf of such Person, (ii) any Borrower or Guarantor that is a U.S. Loan Party, (x) a counterpart of the Collateral Agreement duly executed and delivered on behalf of such Person, (y) in the case of any Person that becomes a U.S. Loan Party after the Effective Date (including by ceasing to be an Excluded Subsidiary), a supplement to the Collateral Agreement in substantially the form specified therein, duly executed and delivered on behalf of such Person, and (iii) any Borrower or Guarantor that is a Non-U.S. Loan Party, (x) a counterpart of each applicable Non-U.S. Security Agreement listed on Schedule 1.01(d) duly executed and delivered on behalf of such Person and (y) in the case of any Person that becomes a Non-U.S. Loan Party after the Effective Date (including

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by ceasing to be an Excluded Subsidiary), executed pledge and security agreement(s) in accordance with the Agreed Security Principles (including but not limited to the Overriding Principle (as defined therein)) or under Section 5.14 (as applicable), in each case under this clause (a) together with, in the case of any such Loan Documents executed and delivered after the Effective Date, to the extent reasonably requested by the Administrative Agent, opinions and documents of the type referred to in Sections 4.01(b) and 4.01(d);

(b) all outstanding Equity Interests of Bidco, each Intermediate Parent, the Borrowers, each Material Subsidiary that is a U.S. Restricted Subsidiary and each Guarantor Coverage Material Subsidiary that is a Non-U.S. Restricted Subsidiary (other than any Equity Interests constituting Excluded Assets) owned by or on behalf of any Loan Party, shall have been pledged pursuant to the applicable Security Document, and the Collateral Agent shall have received certificates, if any, or other instruments, if any, representing all such Equity Interests to the extent constituting “certificated securities” (other than such Equity Interests constituting Excluded Assets), together with undated stock powers or other instruments of transfer with respect thereto endorsed in blank or updated shareholders’ register reflecting the registration of the pledge, in each case, as is customary in that jurisdiction and required to be delivered under the Security Documents;

(c) if any Indebtedness for borrowed money of Bidco or any Restricted Subsidiary in a principal amount of $125,000,000 or more is owing by such obligor to any U.S. Loan Party and such Indebtedness is evidenced by a promissory note, such promissory note shall be pledged pursuant to the applicable Security Document, the Collateral Agent shall have received all such promissory notes, together with undated instruments of transfer with respect thereto endorsed in blank; provided, however, that the foregoing delivery requirement with respect to any intercompany indebtedness may be satisfied, at Bidco’s sole discretion, by delivery of an omnibus or global intercompany note executed by all U.S. Loan Parties as payees and all such obligors as payors;

(d) (i) each Non-U.S. Loan Party shall grant to the Collateral Agent (A) fixed security over material bank accounts (without control over use) and (B) fixed security over material, structural, long-term documented intercompany loans made by such Non-U.S. Loan Party, and (ii) in the United Kingdom (and where customary in any other jurisdiction), each Non-U.S. Loan Party which is incorporated in the United Kingdom (or such other jurisdiction) shall grant to the Collateral Agent “floating charges” or such equivalent or substantially equivalent concept as may exist under relevant law; and

(e) all certificates, agreements, documents and instruments, including Uniform Commercial Code financing statements and Intellectual Property Security Agreements required by this Agreement, the Security Documents, Requirements of Law and as reasonably requested by the Administrative Agent to be filed, delivered, registered or recorded to create the Liens intended to be created by the Security Documents and perfect such Liens to the extent required by, and with the priority required by, this Agreement, the Security Documents, the other provisions of the term “Collateral and Guarantee Requirement” and (in the case of the Non-U.S. Loan Parties) the Agreed Security Principles, shall have been filed, registered or recorded or delivered to the Collateral Agent for filing, registration or recording.

Notwithstanding the foregoing provisions of this definition or anything in this Agreement or any other Loan Document to the contrary, (a) the foregoing provisions of this definition shall not require the creation or perfection of pledges of or security interests in, or the obtaining of title insurance, legal opinions or other deliverables with respect to, particular assets of the Loan Parties, or the provision of Guarantees by any Subsidiary, if the Administrative Agent and Bidco reasonably agree in writing that the

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cost, burden, difficulty or consequence of creating or perfecting such pledges or security interests in such assets, or obtaining such title insurance, legal opinions or other deliverables in respect of such assets, or providing such Guarantees (taking into account any adverse Tax consequences to Holdings and its Affiliates (including the imposition of withholding or other material Taxes)), outweighs the benefits to be obtained by the Lenders therefrom; (b) Liens required to be granted from time to time pursuant to the term “Collateral and Guarantee Requirement” shall be subject to exceptions and limitations set forth in this Agreement and the Security Documents; (c) in the case of U.S. Loan Parties, in no event shall control agreements or other control or similar arrangements be required with respect to cash, Cash Equivalents, other deposit accounts, securities and commodities accounts (including securities entitlements and related assets), letter of credit rights or other assets requiring perfection by control (but not, for avoidance of doubt, possession); (d) [reserved]; (e) the U.S. Loan Parties shall not be required, nor shall the Administrative Agent be authorized, to perfect the above-described pledges, security interests and mortgages by any means other than by (i) filings pursuant to the Uniform Commercial Code in the office of the secretary of state (or similar central filing office) of the relevant jurisdiction, (ii) filings in United States Patent and Trademark Office and the United States Copyright Office with respect to registered and applied-for Intellectual Property as expressly required in the Loan Documents and (iii) delivery to the Collateral Agent to be held in its possession of all Collateral consisting of intercompany notes, stock certificates of any Intermediate Parent, Bidco and its Subsidiaries and instruments, in each case as expressly required in the Loan Documents; (f) in the case of the Non-U.S. Restricted Subsidiaries and the Non-U.S. Loan Parties, the foregoing provisions of this definition shall be subject in all respects to the Agreed Security Principles and (g) in no event shall the Collateral include any Excluded Assets, except at the option or in the sole discretion of Bidco. The Administrative Agent may grant extensions of time for the creation and perfection of security interests in or the obtaining of title insurance, legal opinions or other deliverables with respect to particular assets or the provision of any Guarantee by any Subsidiary or Intermediate Parent (including extensions beyond the Effective Date or in connection with assets acquired, or Subsidiaries formed or acquired, after the Effective Date) and any other obligations under this definition where it determines that such action cannot be accomplished without undue effort or expense or due to factors beyond the control of Bidco and the Restricted Subsidiaries by the time or times at which it would otherwise be required to be accomplished by this Agreement (including as set forth on Schedule 5.14) or the Security Documents.

“Commitment” means (a) with respect to any Lender, its Revolving Commitment, Other Revolving Commitment of any Class, Term Commitment, Initial Term Commitment, Other Term Commitment of any Class or any combination thereof (as the context requires) and (b) with respect to any Swingline Lender, its Swingline Commitment.

“Commitment Fee Percentage” means, for any day,

(a) “Commitment Fee Percentage” means, for any dayprior to the Amendment No. 4 Effective Date, the applicable percentage set forth below under the caption “Commitment Fee Percentage” based upon the Senior Secured First Lien Net Leverage Ratio as of the end of the fiscal quarter of Bidco for which consolidated financial statements have theretofore been most recently delivered pursuant to Section 5.01(a) or 5.01(b); provided that until the date of the delivery of the consolidated financial statements pursuant to Section 5.01 as of and for the fiscal year ended December 31, 2019, the Commitment Fee Percentage shall be based on the rates per annum set forth in Category 1:

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(b) on or after the Amendment No. 4 Effective Date, the applicable percentage set forth below under the caption “Commitment Fee Percentage” based upon the Total Net Leverage Ratio as of the end of the fiscal quarter of Bidco for which consolidated financial statements have theretofore been most recently delivered pursuant to Section 5.01(a) or 5.01(b); provided that until the date of the delivery of the consolidated financial statements pursuant to Section 5.01 as of and for the fiscal quarter ended March 31, 2024, the Commitment Fee Percentage shall be based on the rates per annum set forth in Category 2:

For purposes of the foregoing, each change in the Commitment Fee Percentage resulting from a change in the Senior Secured First Lien Net Leverage Ratio or the Total Net Leverage Ratio, as applicable, shall be effective during the period commencing on and including the Business Day following the date of delivery to the Administrative Agent pursuant to Section 5.01(a) or 5.01(b) of the consolidated financial statements and related Compliance Certificate indicating such change and ending on the date immediately preceding the effective date of the next such change. Notwithstanding the foregoing, the Commitment Fee Percentage, at the option of the Administrative Agent or the Required Revolving Lenders, commencing upon written notice to Bidco, shall be based on the rates per annum set forth in Category 1 (i) at any time that an Event of Default under Section 7.01(a) has occurred and is continuing and shall continue to so apply to but excluding the date on which such Event of Default shall cease to be continuing (and thereafter, the Category otherwise determined in accordance with this definition shall apply) or (ii) if Bidco fails to deliver the consolidated financial statements required to be delivered pursuant to Section 5.01(a) or 5.01(b) or any Compliance Certificate required to be delivered pursuant hereto, in each case within the time periods specified herein for such delivery, during the period commencing on and including the day of the occurrence of a Default resulting from such failure and until the delivery thereof.

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“Commitment Letter” means the second amended and restated commitment letter dated as of September 4, 2019, among, inter alios, the Finco Borrower, Barclays Bank PLC, Bank of America, N.A., BofA Securities, Inc. (f/k/a Merrill Lynch, Pierce, Fenner & Smith Incorporated), UBS AG, Stamford Branch, UBS Securities LLC, Banca IMI S.p.A., London Branch, BNP Paribas Fortis S.A./N.V., DNB (UK) Limited, HSBC Bank PLC, ING Bank N.V., MUFG Bank, Ltd., Natixis, New York Branch, National Westminster Bank Plc, NatWest Markets plc, Sumitomo Mitsui Banking Corporation, The Bank of Nova Scotia, J.P. Morgan AG and Mizuho Bank, Ltd.

“Commodity Exchange Act” means the Commodity Exchange Act (7 U.S.C. § 1 et seq.), as amended from time to time, and any successor statute.

“Communication” means this Agreement, any Loan Document and any document, amendment, approval, consent, information, notice, certificate, request, statement, disclosure or authorization related to any Loan Document.

“Company” means Inmarsat Group Holdings Limited (f/k/a Inmarsat plc), a limited company incorporated under the laws of England and Wales with registered number 04886072.

“Compliance Certificate” means the certificate required to be delivered pursuant to Section 5.01(d).

“Conforming Changes” has the meaning assigned to such term in Section 2.13(l).

“Consolidated Cash Interest Expense” means, as of any date for the applicable period ending on such date with respect to Bidco and the Restricted Subsidiaries on a consolidated basis, the amount payable with respect to such period in respect of (a) total interest expense payable in cash with respect to all outstanding Indebtedness of Bidco and the Restricted Subsidiaries including the interest component under Capitalized Leases, but excluding, to the extent included in interest expense, (i) fees and expenses (including any penalties and interest relating to Taxes) associated with the consummation of the Transactions, (ii) annual agency fees paid to the administrative agents and collateral agents under any credit facilities or other debt instruments or documents, (iii) costs associated with obtaining Swap Agreements and any interest expense attributable to the movement of the mark-to-market valuation of obligations under Swap Agreements or other derivative instruments, and any one-time cash costs associated with breakage in respect of Swap Agreements for interest rates, (iv) fees and expenses (including any penalties and interest relating to Taxes) associated with any Investment not prohibited by Section 6.04, the issuance of Equity Interests or Indebtedness, (v) any interest component relating to accretion or accrual of discounted liabilities, (vi) all non-recurring cash interest expense consisting of liquidated damages for failure to timely comply with registration rights obligations, (vii) amortization of deferred financing fees, debt issuance costs, commissions, fees and expenses or expensing of any financing fees or prepayment or redemption premiums or penalty and any other amounts of non-cash interest (including as a result of the effects of acquisition method accounting or pushdown accounting), and (viii) any interest expense attributable to the exercise of appraisal rights and the settlement of any claims or actions (whether actual, contingent or potential) with respect thereto and with respect to any Permitted Acquisition or other Investment, all as calculated on a consolidated basis in accordance with IFRS minus (b) cash interest income of Bidco and the Restricted Subsidiaries earned during such period, in each case as determined in accordance with IFRS.

“Consolidated Depreciation and Amortization Expense” means with respect to any Person for any period, the total amount of depreciation and amortization expense for such period, including the amortization of deferred financing fees, debt issuance costs, commissions, fees and expenses and Capitalized Software Expenditures of such Person and its Restricted Subsidiaries for such period (including such expense attributable to held-for-sale discontinued operations) determined on a consolidated basis and otherwise determined in accordance with IFRS.

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“Consolidated EBITDA” means, with respect to any Person for any period, the Consolidated Net Income of such Person for such period,

(1) increased (without duplication) by the following, in each case, to the extent deducted (and not added back) in arriving at Consolidated Net Income of such Person for such period:

(a) Taxes paid (including pursuant to any Tax sharing arrangements) and provisions for Taxes of such Person and its Restricted Subsidiaries, including, in each case federal, state, provincial, local, foreign, unitary, franchise, excise, property, withholding, use and similar Taxes, including any penalties and interest, plus, without duplication, Tax Distributions paid or accrued during such period; plus

(b) Fixed Charges of such Person for such period (including (1) premium payments, debt discount, fees, charges and related expenses incurred in connection with borrowed money (including capitalized interest) or in connection with the deferred purchase price of assets, (2) the portion of rent expense with respect to such period under Capitalized Lease Obligations that is treated as interest expense in accordance with IFRS, (3) the implied interest component of synthetic leases with respect to such period, (4) net losses on Hedging Obligations or other derivative instruments entered into for the purpose of hedging interest rate risk, net of interest income and gains with respect to such obligations plus bank fees, (5) bank and letter of credit fees and costs of surety bonds in connection with financing activities, and (6) any commissions, discounts, yield and other fees and charges (including any interest expense) related to any Receivables Facility, in each case, to the extent included in Fixed Charges), together with items excluded from the definition of “Consolidated Interest Expense” pursuant to clauses 1(o) through 1(z) thereof; plus

(c) Consolidated Depreciation and Amortization Expense of such Person for such period; plus

(d) any expenses or charges (other than depreciation or amortization expense) related to any Equity Offering, Permitted Investment, Restricted Payment, acquisition, disposition, recapitalization or the incurrence of Indebtedness (and any amendment or modification to any such transaction) (including a refinancing thereof) (whether or not successful), including (i) such fees, expenses or charges related to the incurrence of the Loans hereunder and all Transaction Costs, (ii) such fees, expenses, or charges related to the Loan Documents and any other credit facilities, or debt issuances and (iii) any amendment or other modification of the Loans hereunder, or other indebtedness; plus

(e) restructuring charges, accruals or reserves (including restructuring and integration costs related to acquisitions and adjustments to existing reserves), integration and facilities opening costs or other business optimization expenses, one-time restructuring costs incurred in connection with acquisitions made after the Effective Date, project startup costs and costs related to the closure and/or consolidation of facilities, in each case, whether or not classified as restructuring expense on the consolidated financial statements; provided that the aggregate amount added pursuant to this clause (e), when taken together with the aggregate amount of “run rate” cost savings, operating expense

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reductions, other operating improvements and synergies related to any Specified Transaction, any restructuring, cost saving initiative or other initiative added pursuant to clause (2)(a) below, shall not exceed 20% of Consolidated EBITDA (calculated after giving effect to such addbacks for any Test Period); plus

(f) any other non-cash charges, including, without limitation, any write offs or write downs, reducing Consolidated Net Income for such period; provided that if any such non-cash charges represent an accrual or reserve for potential cash items in any future period, the cash payment in respect thereof in such future period shall be subtracted from Consolidated EBITDA to such extent, and excluding amortization of a prepaid cash item that was paid in a prior period; plus

(g) the amount of any non-controlling interest expense consisting of income attributable to non-controlling interests of third parties in any Non-Wholly Owned Subsidiary; plus

(h) the amount of board of directors fees and management, monitoring, consulting, advisory fees and other fees (including termination and transaction fees), indemnities and related expenses paid or accrued in such period under the Sponsor Management Agreement or otherwise to (or on behalf of) the Investors (including any termination fees payable in connection with the early termination of management and monitoring agreements) to the extent otherwise permitted under Section  5.17[reserved]; plus

(i) (x) start-up fees, losses, costs, charges, expenses or payments incurred in the first twelve (12) months following the commitment to open a new facility with respect to the prospecting, opening, and organizing of any new facility (including, but not limited to, the cost of feasibility studies, staff-training and recruiting costs, advertising and marketing costs, rental or mortgage costs, compensation costs, insurance costs, travel costs and other employee related costs and expenses for employees engaged in such startup activities), (y) operating losses of new facilities (including, but not limited to, allocation of corporate overhead expenses) incurred in the first twelve (12) months following the opening of such new facility and (z) expenses relating to any remodeling costs attributable to any existing facility; plus

(j) the amount of losses on dispositions of accounts receivable, Receivables Assets and related assets incurred in connection with a Receivables Facility; plus

(k) any costs or expense incurred by Bidco or a Restricted Subsidiary pursuant to any management equity plan or stock option plan or any other management or employee benefit plan or agreement, any severance agreement or any stock subscription or shareholder agreement, to the extent that such cost or expenses are funded with cash proceeds contributed to the capital of Bidco or net cash proceeds of an issuance of Equity Interest of Bidco (other than Disqualified Equity Interests) solely to the extent that such net cash proceeds are excluded from the calculation set forth in Section 6.05(a)(A)(2) hereof; plus

(l) any net pension or other post-employment benefit costs representing amortization of unrecognized prior service costs, actuarial losses, including amortization of such amounts arising in prior periods, amortization of the unrecognized net obligation (and loss or cost) existing at the date of initial application of IAS 19, 26 and 37, and any other items of a similar nature; plus

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(m) operating expenses incurred on or prior to the Effective Date attributable to (A) salary obligations paid to employees terminated prior to the Effective Date and (B) wages paid to executives in excess of the amounts the Company and its Subsidiaries are required to pay pursuant to any employment agreements; plus

(n) any net loss from discontinued operations; plus

(o) cash receipts (or any netting arrangements resulting in reduced cash expenditures) not representing Consolidated EBITDA or Consolidated Net Income in any period to the extent non cash gains relating to such income were deducted in the calculation of Consolidated EBITDA pursuant to clause (3) below for any previous period and not added back; plus

(p) any loss relating to amounts paid in cash prior to the stated settlement date of any hedging obligation that has been reflected in Consolidated Net Income for such period; plus

(q) any gain relating to hedging obligations associated with transactions realized in the current period that has been reflected in Consolidated Net Income in prior periods and excluded from Consolidated EBITDA pursuant to clauses (3)(c) and (3)(d) below; plus

(r) the amount of expenses relating to payments made to option holders of any direct or indirect parent company of Bidco or any of its direct or indirect parent companies in connection with, or as a result of, any distribution being made to shareholders of such Person or its direct or indirect parent companies, which payments are being made to compensate such option holders as though they were shareholders at the time of, and entitled to share in, such distribution, in each case to the extent permitted under this Agreement; plus

(s) earn-out and contingent consideration obligations (including to the extent accounted for as bonuses or otherwise) and adjustments thereof and purchase price adjustments, in each case in connection with acquisitions or Investments; plus

(t) Public Company Costs; plus

(2) without duplication,

(a) the amount of “run rate” cost savings, operating expense reductions, other operating improvements, revenue enhancements and synergies (other than revenue synergies) related to any Specified Transaction, the Transactions, any restructuring, cost saving initiative or other initiative projected by Bidco in good faith to be realized as a result of actions taken, committed to be taken or planned to be taken, in each case on or prior to the date that is 24eighteen (18) months after the end of the relevant period (including actions initiated prior to the Effective Date) (which cost savings, operating expense reductions, other operating improvements, revenue enhancements and synergies shall be added to Consolidated EBITDA until fully realized and calculated on a Pro Forma Basis as though such cost savings, operating expense reductions, other operating improvements,

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revenue enhancements and synergies had been realized on the first day of the relevant period), net of the amount of actual benefits realized from such actions; provided that (A) such cost savings, operating expense reductions, other operating improvements, revenue enhancements and synergies are reasonably identifiable and quantifiable and (B) no cost savings, operating expense reductions, other operating improvements, revenue enhancements or synergies shall be added pursuant to this clause (a) to the extent duplicative of any expenses or charges relating to such cost savings, operating expense reductions, other operating improvements, revenue enhancements or or synergies that are included in any other clause of this definition or in the definition of “Pro Forma Adjustment” (it being understood and agreed that “run rate” shall mean the full recurring benefit that is associated with any action taken); provided, further, that the aggregate amount of “run rate” cost savings, operating expense reductions, other operating improvements, revenue enhancements and synergies related to any Specified Transaction, any restructuring, cost saving initiative or other initiative added pursuant to this clause (2)(a), when taken together with the aggregate amount added pursuant to clause (1)(e) above, shall not exceed 2520% of Consolidated EBITDA (calculated after giving effect to any addback under this clause (a)such addbacks for any Test Period); plus

(b) other add-backs and adjustments of the type reflected in the Model and the Information Memorandum[reserved]; plus

(c) adjustments consistent with Regulation S-X or contained in a quality of earnings report in connection with a Permitted Acquisition or Investment made available to the Administrative Agent conducted by financial advisors (which are either nationally recognized or reasonably acceptable to the Administrative Agent (it being understood and agreed that any of the “Big Four” accounting firms are acceptable)); plus;

(d) the amount of reasonably identifiable and factually supportable “run-rate” Consolidated EBITDA (calculated on a pre-tax basis) that is projected by Bidco in good faith to be derived from New Contracts (calculated on a Pro Forma Basis as though such Consolidated EBITDA had been realized on the first day of such period) within 36 months of the entry into such New Contract net of the amount of actual earnings realized prior to or during such period from such New Contracts and without giving any benefit for any period after the termination of such New Contract; plus

(e) the amount of reasonably identifiable and factually supportable “run-rate” Consolidated EBITDA (calculated on a pre-tax basis) that is projected by Bidco in good faith to be derived from any anticipated revenue enhancements from the launch of new satellites (calculated on a Pro Forma Basis as though such revenue enhancements had been realized on the first day of such period);

(3) decreased (without duplication) by the following, in each case, to the extent included in determining Consolidated Net Income of such Person for such period:

(a) non-cash gains increasing Consolidated Net Income of such Person for such period, excluding any non-cash gains to the extent they represent the reversal of an accrual or reserve for a potential cash item that reduced Consolidated EBITDA in any prior period; plus

(b) the amount of any non-controlling interest consisting of loss attributable to non-controlling interests of third parties in any Non-Wholly Owned Subsidiaries; plus

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(c) any gain relating to amounts received in cash prior to the stated settlement date of any hedging obligation that has been reflected in Consolidated Net Income in such period; and

(d) any loss relating to hedging obligations associated with transactions realized in the current period that has been reflected in Consolidated Net Income in prior periods and excluded from Consolidated EBITDA pursuant to clauses (1)(p) and (1)(q) above;

(4) increased by any income from investments recorded using the equity method of accounting or the cost method of accounting, without duplication and to the extent not included in arriving at Consolidated Net Income, except to the extent such income was attributable to income that would be deducted pursuant to clause (3) above if it were income of Bidco or any of its Restricted Subsidiaries;

(5) decreased by any losses from investments recorded using the equity method of accounting or the cost method of accounting, without duplication and to the extent not deducted in arriving at Consolidated Net Income, except to the extent such loss was attributable to losses that would be added back pursuant to clause (1) above if it were a loss of Bidco or any of its Restricted Subsidiaries;

(6) increased by an amount, with respect to investments recorded using the equity method of accounting or the cost method of accounting and without duplication of any amounts added pursuant to clause (4) above, equal to the amount attributable to each such investment that would be added to Consolidated EBITDA pursuant to clause (1) above if instead attributable to Bidco or a Subsidiary, pro-rated according to Bidco’s or the applicable Subsidiary’s percentage ownership in such investment;

(7) decreased by an amount, with respect to investments recorded using the equity method of accounting or the cost method of accounting and without duplication of any amounts deducted pursuant to clause (5) above, equal to the amount attributable to each such investment that would be deducted from Consolidated EBITDA pursuant to clause (3) above if instead attributable to Bidco or a Subsidiary, pro-rated according to Bidco’s or the applicable Subsidiary’s percentage ownership in such investment;

in each case, as determined on a consolidated basis for such Person in accordance with IFRS; provided that:

(I) to the extent included in Consolidated Net Income, there shall be excluded in determining Consolidated EBITDA currency translation gains and losses related to currency remeasurements of assets or liabilities (including the net loss or gain resulting from hedging agreements for currency exchange risk and revaluations of intercompany balances);

(II) to the extent included in Consolidated Net Income, there shall be excluded in determining Consolidated EBITDA for any period any adjustments resulting from the application of IFRS 9,

(III) there shall be included in determining Consolidated EBITDA for any period, without duplication, (A) to the extent not included in Consolidated Net Income, the Acquired EBITDA of any Person, property, business or asset or attributable to any Person, property, business or asset acquired by Bidco or any Restricted Subsidiary during such period (other than any

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Unrestricted Subsidiary) to the extent not subsequently sold, transferred or otherwise disposed of (but not including the Acquired EBITDA of any related Person, property, business or assets to the extent not so acquired) (each such Person, property, business or asset acquired, including pursuant to the Transactions or pursuant to a transaction consummated prior to the Effective Date, and not subsequently so disposed of, an “Acquired Entity or Business”), and the Acquired EBITDA of any Unrestricted Subsidiary that is converted into a Restricted Subsidiary during such period (each, a “Converted Restricted Subsidiary”), in each case based on the Acquired EBITDA of such Pro Forma Entity for such period (including the portion thereof occurring prior to such acquisition or conversion) determined on a historical Pro Forma Basis and (B) an adjustment in respect of each Pro Forma Entity equal to the amount of the Pro Forma Adjustment with respect to such Pro Forma Entity for such period (including the portion thereof occurring prior to such acquisition or conversion) as specified in the Pro Forma Adjustment certificate delivered to the Administrative Agent (for further delivery to the Lenders); provided that with respect to any determination to be made on a Pro Forma Basis, at the election of Bidco, such Acquired EBITDA or such adjustment shall not be required to be included for any Pro Forma Entity to the extent the aggregate consideration paid in connection with the acquisition of such Acquired Entity or Business or the fair market value of such Converted Restricted Subsidiary, in the aggregate, is less than $375,000,000;

(IV) there shall be (A) to the extent included in Consolidated Net Income, excluded in determining Consolidated EBITDA for any period the Disposed EBITDA of any Person, property, business or asset (other than any Unrestricted Subsidiary) sold, transferred or otherwise disposed of, closed or classified as discontinued operations in accordance with IFRS (other than (x) if so classified on the basis that it is being held for sale unless such sale has actually occurred during such period and (y) for periods prior to the applicable sale, transfer or other disposition, if the Disposed EBITDA of such Person, property, business or asset is positive (i.e., if such Disposed EBITDA is negative, it shall be added back in determining Consolidated EBITDA for any period)) by Bidco or any Restricted Subsidiary during such period (each such Person, property, business or asset so sold, transferred or otherwise disposed of, closed or classified, a “Sold Entity or Business”), and the Disposed EBITDA of any Restricted Subsidiary that is converted into an Unrestricted Subsidiary during such period (each, a “Converted Unrestricted Subsidiary”), in each case based on the Disposed EBITDA of such Sold Entity or Business or Converted Unrestricted Subsidiary for such period (including the portion thereof occurring prior to such sale, transfer, disposition, closure, classification or conversion) determined on a historical Pro Forma Basis and (B) to the extent not included in Consolidated Net Income, included in determining Consolidated EBITDA for any period in which a Sold Entity or Business is disposed, an adjustment equal to the Pro Forma Disposal Adjustment with respect to such Sold Entity or Business (including the portion thereof occurring prior to such disposal); and

(V) to the extent included in Consolidated Net Income, there shall be excluded in determining Consolidated EBITDA any expense (or income) as a result of adjustments recorded to contingent consideration liabilities relating to the Transactions or any Permitted Acquisition (or other Investment not prohibited under this Agreement).

Notwithstanding the foregoing, Consolidated EBITDA shall be deemed to equal (a) $189.95 million for the fiscal quarter ended September 30, 2018, (b) $174.05 million for the fiscal quarter ended December 31, 2018, (c) $188.85 million for the fiscal quarter ended March 31, 2019 and (d) $200.60 million for the fiscal quarter ended June 30, 2019 (it being understood that such amounts are subject to adjustments, as and to the extent otherwise contemplated in this Agreement, in connection with any Pro Forma Adjustment or any calculation on a Pro Forma Basis); provided that such amounts of Consolidated EBITDA for any such fiscal quarter shall be adjusted to include, without duplication, any cost savings that would otherwise be included pursuant to clause (1)(i) of this definition.

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“Consolidated Interest Expense” means, with respect to any Person for any period, without duplication:

(1) consolidated interest expense of such Person and its Restricted Subsidiaries for such period, to the extent such expense was deducted (and not added back) in computing Consolidated Net Income (including (i) amortization of original issue discount resulting from the issuance of Indebtedness at less than par, (ii) all commissions, discounts and other fees and charges owed with respect to letters of credit or bankers acceptances, (iii) non-cash interest payments (but excluding any non-cash interest expense attributable to the movement in the mark to market valuation of Hedging Obligations or other derivative instruments pursuant to IFRS), (iv) the interest component of Capitalized Lease Obligations, and (v) net payments, if any, pursuant to interest rate Hedging Obligations with respect to Indebtedness, and excluding (o) all non-recurring cash interest expense consisting of liquidated damages for failure to timely comply with registration rights obligations, (p) any interest expense attributable to the exercise of appraisal rights and the settlement of any claims or actions (whether actual, contingent or potential) with respect thereto and with respect to any Investment, (q) any prepayment premium or penalty, (r) costs associated with obtaining Hedging Obligations and breakage costs in respect of Hedging Obligations related to interest rates, (s) any accretion of accrued interest on discounted liabilities (other than Indebtedness except to the extent arising from the application of purchase accounting), (t) penalties and interest relating to Taxes, (u) accretion or accrual of discounted liabilities not constituting Indebtedness, (v) any expense resulting from the discounting of Indebtedness in connection with the application of recapitalization or purchase accounting, (w) any “additional interest” with respect to debt securities, (x) [reserved], (y) any amortization or expensing of bridge, commitment and other financing fees and (z) commissions, discounts, yield and other fees and charges (including any interest expense) related to any Receivables Facility; plus

(2) consolidated capitalized interest of such Person and its Restricted Subsidiaries for such period, whether paid or accrued; less

(3) interest income for such period.

For purposes of this definition, interest on a Capitalized Lease Obligation shall be deemed to accrue at an interest rate reasonably determined by such Person to be the rate of interest implicit in such Capitalized Lease Obligation in accordance with IFRS.

“Consolidated Net Income” means, with respect to any Person for any period, the aggregate of the Net Income, of such Person and its Restricted Subsidiaries for such period, on a consolidated basis, and otherwise determined in accordance with IFRS; provided, however, that, without duplication,

(1) any extraordinary, non-recurring or unusual gains or losses (less all fees and expenses relating thereto) or expenses (including the Transaction Costs or any multi-year strategic cost-saving initiatives, any unusual or non-recurring operating expenses directly attributable to the implementation of cost savings initiatives and any accruals or reserves in respect of any extraordinary, non-recurring or unusual items), severance, relocation costs, integration and facilities’ opening costs and other business optimization expenses (including related to new product introductions), recruiting fees, restructuring charges, accruals or reserves (including restructuring and integration costs related to acquisitions after the Effective Date and adjustments to existing reserves), whether or not classified as restructuring expense on the consolidated financial statements, signing costs, retention or completion bonuses, transition costs, costs related to closure/consolidation of facilities, internal costs in respect of strategic initiatives and curtailments or modifications to pension and post-retirement employee benefit plans (including any settlement of pension liabilities) shall be excluded;

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(2) the cumulative effect of a change in accounting principles during such period shall be excluded;

(3) any income (loss) from disposed, abandoned or discontinued operations and any gains or losses on disposal of disposed, abandoned or discontinued operations shall be excluded (but if such operations are classified as discontinued due to the fact that they are subject to an agreement to dispose of such operations, only when and to the extent such operations are actually disposed of);

(4) any gains or losses (less all fees and expenses relating thereto) attributable to asset dispositions, disposals or abandonments other than in the ordinary course of business, as determined in good faith by Bidco, shall be excluded;

(5) the Net Income for such period of any Person that is an Unrestricted Subsidiary, or any Person that is not a Subsidiary or that is accounted for by the equity method of accounting, shall be excluded; provided that Consolidated Net Income of such other Person shall be increased by the amount of dividends or distributions or other payments that are actually paid in cash or Cash Equivalents to such other Person or a Restricted Subsidiary of such other Person by such Person in such period;

(6) solely for the purpose of determining the amount available for Restricted Payments under Section 6.05(a)(A)(1) hereof, the Net Income for such period of any Restricted Subsidiary (other than any Guarantor) shall be excluded to the extent that the declaration or payment of dividends or similar distributions by such Restricted Subsidiary of its Net Income is not at the date of determination permitted without any prior Governmental Approval (which has not been obtained) or, directly or indirectly, is otherwise restricted by the operation of the terms of its charter or any agreement, instrument, judgment, decree, order, statute, rule or governmental regulation applicable to that Restricted Subsidiary or its stockholders other than (a) restrictions that have been waived or otherwise released, (b) restrictions pursuant to the Loan Documents or this Agreement and (c) restrictions specified in clause (xviii) of Section 6.06(b) hereof, provided that Consolidated Net Income of Bidco shall be increased by the amount of dividends or other distributions or other payments actually paid in cash (or to the extent converted into cash) or Cash Equivalents to Bidco or a Restricted Subsidiary thereof in respect of such period, to the extent not already included therein;

(7) effects of adjustments (including the effects of such adjustments pushed down to Bidco and its Restricted Subsidiaries) in the inventory, property and equipment, software, goodwill, other intangible assets, in-process research and development, deferred revenue, debt line items and other non-cash charges in such Person’s consolidated financial statements pursuant to IFRS and related authoritative pronouncements resulting from the application of recapitalization, purchase or acquisition method accounting in relation to the Transactions or any consummated acquisition or Investment or the amortization or write-off of any amounts thereof, net of Taxes, shall be excluded;

(8) any income (loss) from the early extinguishment or conversion of (a) Indebtedness, (b) Hedging Obligations or (c) other derivative instruments shall be excluded;

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(9) any impairment charge or asset write-off or write-down, including impairment charges or asset write-offs or write-downs related to goodwill and other intangible assets, long-lived assets, investments in debt and equity securities or as a result of a change in law or regulation, in each case, pursuant to IFRS, and the amortization of intangibles arising pursuant to IFRS shall be excluded;

(10) (i) any non-cash compensation charge or expense, including any such charge or expense arising from the grants of stock appreciation or similar rights, stock options, restricted stock or other rights or equity incentive programs, (ii) income (loss) attributable to deferred compensation plans or trusts, (iii) any cash charges associated with the rollover, acceleration or payout of Equity Interests by management of Bidco or any of its direct or indirect parent companies in connection with the Transactions and (iv) the amount of any expense required to be recorded as compensation expense related to contingent transaction consideration shall be excluded;

(11) any fees, expenses (including any transaction or retention bonus or similar payment) or charges incurred during such period, or any amortization thereof for such period, in connection with any acquisition, non-recurring costs to acquire equipment to the extent not capitalized in accordance with IFRS, Investment (including Investments in the form of Recruitment Notes and associated fees and expenses paid to recruiters in connection therewith), recapitalization, asset disposition, non-competition agreement, issuance, incurrence or repayment of Indebtedness (including such fees, expenses or charges related to the offering of the Loans) issuance of Equity Interests, refinancing transaction or amendment or modification of or waiver or consent relating to any debt instrument (including the obligations under this Agreement and the other Loan Documents) and including, in each case, without limitation, the Transaction Costs and any such transaction consummated prior to the Effective Date and any such transaction undertaken but not completed and any charges or non-recurring merger or amalgamation costs incurred during such period as a result of any such transaction, in each case whether or not successful (including, for avoidance of doubt, the effects of expensing all transaction-related expenses in accordance with IFRS), shall be excluded;

(12) accruals and reserves that are established or adjusted as a result of the Transactions or an Investment permitted under this Agreement in accordance with IFRS (including any adjustment of estimated payouts on earn-outs), or changes as a result of the adoption or modification of accounting policies during such period shall be excluded;

(13) any expenses, charges, lost profits or losses that are covered by indemnification, insurance or other reimbursement provisions in connection with the Transactions, any investment, acquisition or any sale, conveyance, transfer or other disposition of assets permitted under this Agreement, to the extent actually reimbursed, or, so long as Bidco has made a determination that a reasonable basis exists for indemnification, insurance or reimbursement and only to the extent that such amount is (i) not denied by the applicable carrier (without any right of appeal thereof) within 180 days and (ii) in fact indemnified or reimbursed within 365 days of such determination (with a deduction in the applicable future period for any amount so added back to the extent not so indemnified or reimbursed within such 365 days), shall be excluded;

(14) to the extent covered by insurance and actually reimbursed, or, so long as Bidco has made a determination that there exists reasonable evidence that such amount will in fact be reimbursed by the insurer and only to the extent that such amount is in fact reimbursed within 365 days of the date of such determination (with a deduction in the applicable future period for any amount so added back to the extent not so reimbursed within such 365 day period), expenses, charges or losses with respect to liability or casualty events or business interruption shall be excluded;

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(15) any net pension costs or other post-employment benefit costs representing amortization of unrecognized prior service costs, actuarial losses, including amortization of such amounts arising in prior periods, amortization of the unrecognized net obligation (and loss or cost), and any other non-cash items of a similar nature, shall be excluded;

(16) any Transaction Costs shall be excluded;

(17) any income (loss) from Investments recorded using the equity method of accounting (but including any cash dividends or distributions actually received by Bidco or any Restricted Subsidiary in respect of such investment) shall be excluded;

(18) the following items shall be excluded:

(a) any non-cash gain or loss (after any offset) attributable to the mark to market movement in the valuation of Hedging Obligations or other derivative instruments pursuant to IFRS 9 or mark to market movement of other financial instruments pursuant to IFRS 9 shall be excluded; provided that any cash payments or receipts relating to transactions realized in a given period shall be taken into account in such period,

(b) any non-cash gain or loss (after any offset) from currency translation and transaction gains or losses including those related to currency remeasurements of Indebtedness (including any net gain or loss resulting from hedging agreements for currency exchange risk and revaluations of intercompany balances) any other monetary assets and liabilities; and

(19) any non-cash expenses, accruals or reserves related to adjustments to historical tax exposures (provided, in each case, that the cash payment in respect thereof in such future period shall be subtracted from Consolidated Net Income for the period in which such cash payment was made) shall be excluded.

In addition, to the extent not already included in Consolidated Net Income, notwithstanding anything to the contrary in the foregoing, Consolidated Net Income shall include the amount of proceeds received or due from business interruption insurance or reimbursement of expenses and charges that are covered by indemnification and other reimbursement provisions in connection with any acquisition or other Investment or any disposition of any asset permitted hereunder.

Notwithstanding the foregoing, for the purpose of Section 6.05 hereof only (other than clause (A)(4) of Section 6.05(a)), there shall be excluded from Consolidated Net Income any income arising from any sale or other disposition of Restricted Investments made by Bidco and its Restricted Subsidiaries, any repurchases and redemptions of Restricted Investments from Bidco and its Restricted Subsidiaries, any repayments of loans and advances which constitute Restricted Investments by Bidco or any of its Restricted Subsidiaries, any sale or other disposition of the stock of an Unrestricted Subsidiary or any distribution or dividend from an Unrestricted Subsidiary, in each case only to the extent such amounts increase the amount of Restricted Payments permitted under Section 6.05(a)(A)(4) hereof.

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“Consolidated Senior Secured First Lien Indebtedness” means, as of any date of determination, the aggregate amount of Consolidated Total Indebtedness of Bidco and the Loan Parties outstanding on such date that is not subordinated in right of payment to the Loan Document Obligations and that is secured by a Lien on the Collateral on an equal priority basis with Liens on the Collateral securing the Loan Document Obligations (including, for avoidance of doubt, the Loan Document Obligations), determined on a consolidated basis in accordance with IFRS.

“Consolidated Senior Secured Indebtedness” means, as of any date of determination, the aggregate amount of Consolidated Total Indebtedness of Bidco and the Loan Parties outstanding on such date that is not subordinated in right of payment to the Loan Document Obligations and that is secured by a Lien on the Collateral, determined on a consolidated basis in accordance with IFRS.

“Consolidated Total Indebtedness” means, as of any date of determination, the aggregate amount of Indebtedness of Bidco and the Restricted Subsidiaries outstanding on such date, determined on a consolidated basis in accordance with IFRS (but excluding the effects of any discounting of Indebtedness resulting from the application of the acquisition method accounting in connection with the Transactions or any Permitted Acquisition (or other Investment not prohibited hereunder)) and consisting only of Indebtedness for borrowed money, drawn obligations under letters of credit that have not been reimbursed after two (2) Business Days, Capitalized Lease Obligations and, debt obligations evidenced by promissory notes or similar instruments and Preferred Stock of Restricted Subsidiaries that are not Guarantors, but excluding any obligations under or in respect of Receivables Facilities and excluding outstanding Revolving Loans used to finance seasonal working capital needs of Bidco and its Subsidiaries (as reasonably determined by Bidco in its reasonable discretion), minus the lesser of (i) the aggregate amount of cash and Cash Equivalents (in each case, free and clear of all liens, other than Liens permitted pursuant to Section 6.02), excluding cash and Cash Equivalents that are listed as “restricted” on the consolidated balance sheet of Bidco and the Restricted Subsidiaries as of such date, but including cash and Cash Equivalents subject to a Permitted Lien (which may also secure other Indebtedness secured by a pari passu or junior lien on the Collateral along with the Secured Obligations) and (ii) $550,000,000.

“Consolidated Working Capital” means, at any date, the excess of (a) the sum of all amounts (other than cash and Cash Equivalents) that would, in conformity with IFRS, be set forth opposite the caption “total current assets” (or any like caption) on a consolidated balance sheet of Bidco and the Restricted Subsidiaries at such date, excluding the current portion of deferred income taxes over (b) the sum of all amounts that would, in conformity with IFRS, be set forth opposite the caption “total current liabilities” (or any like caption) on a consolidated balance sheet of Bidco and the Restricted Subsidiaries on such date, including deferred revenue but excluding, without duplication, (i) the current portion of any Funded Debt, (ii) all Indebtedness consisting of Loans, Senior Secured Notes and obligations under Letters of Credit to the extent otherwise included therein, (iii) the current portion of interest and (iv) the current portion of current and deferred income taxes; provided that, for purposes of calculating Excess Cash Flow, increases or decreases in working capital (A) arising from acquisitions or dispositions by Bidco and the Restricted Subsidiaries shall be measured from the date on which such acquisition or disposition occurred until the first anniversary of such acquisition or disposition with respect to the Person subject to such acquisition or disposition and (B) shall exclude (I) the impact of non-cash adjustments contemplated in the Excess Cash Flow calculation, (II) the impact of adjusting items in the definition of “Consolidated Net Income” and (III) any changes in current assets or current liabilities as a result of (x) the effect of fluctuations in the amount of accrued or contingent obligations, assets or liabilities under hedging agreements or other derivative obligations, (y) any reclassification in accordance with IFRS of assets or liabilities, as applicable, between current and noncurrent or (z) the effects of acquisition method accounting.

“Contingent Obligations” means, with respect to any Person, any obligation of such Person guaranteeing any leases, dividends or other obligations that do not constitute Indebtedness (“primary obligations”) of any other Person (the “primary obligor”) in any manner, whether directly or indirectly, including, without limitation, any obligation of such Person, whether or not contingent,

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(1) to purchase any such primary obligation or any property constituting direct or indirect security therefor,

(2) to advance or supply funds

(a) for the purchase or payment of any such primary obligation, or

(b) to maintain working capital or equity capital of the primary obligor or otherwise to maintain the net worth or solvency of the primary obligor, or

(3) to purchase property, securities or services primarily for the purpose of assuring the owner of any such primary obligation of the ability of the primary obligor to make payment of such primary obligation against loss in respect thereof.

“Contract Consideration” has the meaning assigned to such term in the definition of “Excess Cash Flow”.

“Contributed Holdings Investments” has the meaning assigned to such term in Section 6.05(b)(xv)(I).

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

“Controlled Investment Affiliate” means, as to any Person, any other Person, other than any Investor, which directly or indirectly is in control of, is controlled by, or is under common control with such Person and is organized by such Person (or any Person controlling such Person) primarily for making direct or indirect equity or debt investments in Bidco and/or other companies.

“Converted Restricted Subsidiary” has the meaning given such term in the definition of “Consolidated EBITDA.”

“Converted Unrestricted Subsidiary” has the meaning given such term in the definition of “Consolidated EBITDA.”

“Convertible Bonds” means the $650,000,000 3.875% convertible bonds due 2023 issued by Inmarsat Group Holdings Limited (f/k/a Inmarsat plc).

“Corresponding Tenor” with respect to any Available Tenor means, as applicable, either a tenor (including overnight) or an interest payment period having approximately the same length (disregarding business day adjustment) as such Available Tenor.

“Court Order” means the order of the High Court of Justice of England and Wales sanctioning the Scheme.

“Co-operation Agreement” means the co-operation agreement, dated as of March 25, 2019, entered into between Bidco and the Company in respect of the Acquisition.

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“Credit Agreement Refinancing Indebtedness” means Indebtedness issued, incurred or otherwise obtained (including by means of the extension or renewal of existing Indebtedness) in exchange for, or to extend, renew, replace or refinance, in whole or part, existing Term Loans, Revolving Loans (or unused Revolving Commitments) or Incremental Equivalent Debt (“Refinanced Debt”); provided that such exchanging, extending, renewing, replacing or refinancing Indebtedness (a) is in an original aggregate principal amount not greater than the aggregate principal amount of the Refinanced Debt (plus any premium, accrued interest and fees and expenses incurred in connection with such exchange, extension, renewal, replacement or refinancing), (b) except in the case of any Designated Earlier Maturing Debt, does not mature earlier than or, except in the case of Revolving Commitments, have a Weighted Average Life to Maturity shorter than the Refinanced Debt (except in the case of customary bridge loans which, subject to customary conditions (including no payment or bankruptcy event of default), would either automatically be converted into or required to be exchanged for permanent refinancing that does not mature earlier than the Refinanced Debt and does not have a shorter Weighted Average Life to Maturity than the Refinanced Debt), (c) shall not be guaranteed by any entity that is not a Loan Party, (d) in the case of any secured Indebtedness (i) is not secured by any assets not securing the Secured Obligations and (ii) if not comprising Other Term Loans or Other Revolving Commitments hereunder that are secured on a pari passu basis with the other Secured Obligations, is subject to a Customary Intercreditor Agreement(s) and (e) otherwise has terms and conditions that shall be reasonably satisfactory to Bidco and the lenders providing such Credit Agreement Refinancing Indebtedness. Notwithstanding anything to the contrary, no Credit Agreement Refinancing Indebtedness shall be subject to any “most favored nation” pricing adjustments set forth in this Agreement.

“Cure Amount” has the meaning assigned to such term in Section 7.02(a).

“Cure Right” has the meaning assigned to such term in Section 7.02(a).

“Customary Intercreditor Agreement” means (a) to the extent executed in connection with the incurrence of Indebtedness secured by Liens on the Collateral which are intended to rank equal in priority to the Liens on the Collateral securing the Secured Obligations, at the option of Bidco, either (i) an intercreditor agreement substantially in the form of the Pari Passu Intercreditor Agreement (with such modifications as may be necessary or appropriate in light of prevailing market conditions and reasonably acceptable to the Administrative Agent) or (ii) a customary intercreditor agreement in form and substance reasonably acceptable to the Administrative Agent and Bidco, which agreement shall provide that the Liens on the Collateral securing such Indebtedness shall rank equal in priority to the Liens on the Collateral securing the Secured Obligations and (b) to the extent executed in connection with the incurrence of Indebtedness secured by Liens on the Collateral which are intended to rank junior to the Liens on the Collateral securing the Secured Obligations, at the option of Bidco, either (i) an intercreditor agreement substantially in the form of the Second Lien Intercreditor Agreement (with such modifications as may be necessary or appropriate in light of prevailing market conditions and reasonably acceptable to the Administrative Agent) or (ii) a customary intercreditor agreement in form and substance reasonably acceptable to the Administrative Agent and Bidco, which agreement shall provide that the Liens on the Collateral securing such Indebtedness shall rank junior to the Liens on the Collateral securing the Secured Obligations. With regard to any changes in light of prevailing market conditions as set forth above in clause (a)(i) or (b)(i) or with regard to clause (a)(ii) or (b)(ii), such changes or agreement, as applicable, shall be posted to the Lenders not less than five (5) Business Days before execution thereof and, if the Required Lenders shall not have objected to such changes within three (3) Business Days after posting, then the Required Lenders shall be deemed to have agreed that the Administrative Agent’s entry into such intercreditor agreement (including with such changes) is reasonable and to have consented to such intercreditor agreement (including with such changes) and to the Administrative Agent’s execution thereof.

“Daily Simple RFR” shall meanmeans, for any day (a “RFR Interest Day”), an interest, with respect to any Obligations consisting of any interest, fees or other amounts denominated in (a) Sterling, the rate per annum equal to (x) SONIA for the day that is five Business Days prior to (i) if such

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RFR Interest Day is a Business Day, such RFR Interest Day or (ii) if such RFR Interest Day is not a Business Day, the Business Day immediately preceding such RFR Interest Day (in each case of clauses (i) and (ii), such day being the “RFR Lookback Day” or (y) as otherwise determined pursuant to Section 2.13the definition thereof, and (b) Swiss Francs, the rate per annum equal to SARON determined pursuant to the definition thereof; provided, that, if any Daily Simple RFR (or any applicable successor rate) for any day shall not be (x) less than 1.00% per annum with respect to any Amendment No. 1 Refinancing Term Loans and (y) less than 0.00% per annum with respect to any Revolving Loansshall be less than 0.00%, such rate shall be deemed 0.00% for purposes of this Agreement. Any change in any Daily Simple RFR shall be effective from and including the date of such change without further notice.

Notwithstanding anything to the contrary contained in this Agreement or the other Loan Documents, the term “Daily Simple RFR” may be amended to refer to (x) a comparable successor rate that is the prevailing market standard for credit agreements of this type for the replacement of or successors to the SONIA rate in the U.S. syndicated loan market as reasonably determined by the Administrative Agent and the Borrower with the consent of (i) only the Administrative Agent (but not, for the avoidance of doubt, any other Lender) (such consent not to be unreasonably withheld or delayed) and Bidco (such consent not to be unreasonably withheld or delayed) or (ii) the Required Lenders and Bidco, and the Administrative Agent shall promptly notify each Lender of such amendment.

“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 selected or recommended by the Relevant Governmental Body for determining “Daily Simple SOFR” for syndicated business loans; provided, that if the Administrative Agent decides that any such convention is not administratively feasible for the Administrative Agent, then the Administrative Agent may establish another convention in its reasonable discretion; provided that Daily Simple SOFR (or any applicable successor rate) for any day shall not be less than (a) 1.00% per annum, with respect to any Amendment No. 1 Refinancing Term Loans and, (b) 0.50% per annum, with respect to any Amendment No. 4 Term Loans and (c) 0.00% per annum, with respect to any Revolving Loans.

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

“Default” means any event or condition that constitutes an Event of Default or that upon notice, lapse of time or both would, unless cured or waived, become an Event of Default.

“Defaulting Lender” means, subject to Section 2.21(b), any Lender that (a) has failed to perform any of its funding obligations hereunder, including in respect of its Loans or participations in respect of Letters of Credit or Swingline Loans, within two (2) Business Days of the date required to be funded by it hereunder, (b) has notified Bidco, the Administrative Agent, any Issuing Bank, any Swingline Lender or any Lender that it does not intend to comply with its funding obligations or has made a public statement or provided any written notification to any Person to that effect with respect to its funding obligations hereunder or under other agreements in which it commits to extend credit, (c) has failed, within three (3) Business Days after request by the Administrative Agent (whether acting on its own behalf or at the reasonable request of Bidco (it being understood that the Administrative Agent shall comply with any such reasonable request)) or any Issuing Bank, to confirm in a manner satisfactory to the Administrative Agent, such Issuing Bank and Bidco that it will comply with its funding obligations (provided that such Lender shall cease to be a Defaulting Lender pursuant to this clause (c) upon receipt of such written confirmation by the Administrative Agent and Bidco), or (d) has, or has a direct or indirect parent company that, other than via an Undisclosed Administration, (i) has become or is insolvent, (ii) has become the

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subject of a proceeding under any Debtor Relief Law, (iii) had a receiver, conservator, trustee, administrator, assignee for the benefit of creditors or similar Person charged with reorganization or liquidation of its business or a custodian appointed for it, (iv) has taken any action in furtherance of, or indicated its consent to, approval of or acquiescence in any such proceeding or appointment or (v) has become the subject of a Bail-In Action; provided that a Lender shall not be a Defaulting Lender solely by virtue of the ownership or acquisition of any equity interest in that Lender or any direct or indirect parent company thereof by a Governmental Authority, where such ownership interest or proceeding does not result in or provide such Lender or Person with immunity from the jurisdiction of courts within the United States of America or from the enforcement of judgments or writs of attachment on its assets or permit such Lender or Person (or such Governmental Authority) to reject, repudiate, disavow or disaffirm any contracts or agreements made by such Lender or Person.

“Defaulting Lender Fronting Exposure” means, at any time there is a Revolving Lender that is a Defaulting Lender, (a) with respect to any Issuing Bank, such Defaulting Lender’s Applicable Percentage of the LC Exposure with respect to the Letters of Credit issued by such Issuing Bank, other than LC Exposure as to which such Defaulting Lender’s participation obligation has been reallocated to other Lenders or cash collateralized in accordance with the terms of this Agreement and (b) with respect to the Swingline Lender, such Defaulting Lender’s Applicable Percentage of Swingline Loans, other than Swingline Loans as to which such Defaulting Lender’s participation obligation has been reallocated to other Lenders or cash collateralized in accordance with the terms of this Agreement.

“Designated Earlier Maturing Debt” means (x) any (i) Incremental Term Loans, (ii) Incremental Equivalent Debt, (iii) Credit Agreement Refinancing Indebtedness (other than Other Revolving Commitments) and/or (iv) other Indebtedness, in each case, incurred to consummate a Permitted Acquisition or other Investment not prohibited by this Agreement and (y) any (i) Incremental Term Loans, (ii) Incremental Equivalent Debt, (iii) Credit Agreement Refinancing Indebtedness (other than Other Revolving Commitments) and/or (iv) other Indebtedness designated by Bidco to the Administrative Agent that has a maturity date earlier than the Term Maturity Date and/or a shorter Weighted Average Life to Maturity than the remaining Amendment No. 1 Refinancing Term Loans; provided that at the time of any incurrence of such Indebtedness pursuant to this clause (y), the aggregate principal amount of all such Indebtedness shall not exceed the greater of (x) $750,000,000 and (y) Consolidated EBITDA for the most recently ended Test Period as of such date, calculated on a Pro Forma Basis.

“Designated Non-cash Consideration” means the fair market value of non-cash consideration received by Bidco or a Restricted Subsidiary in connection with an Asset Sale that is so designated as Designated Non-cash Consideration pursuant to an officer’s certificate, setting forth the basis of such valuation, executed by a Financial Officer of Bidco or a Restricted Subsidiary, less the amount of cash or Cash Equivalents received in connection with a subsequent sale, redemption or repurchase of or collection or payment on such Designated Non-cash Consideration.

“Designated Alternative Security Debt” means any (i) Incremental Term Loans, (ii) Incremental Equivalent Debt, (iii) Credit Agreement Refinancing Indebtedness and/or (iv) other Indebtedness designated by Bidco to the Administrative Agent that is guaranteed by any entity that is not a Loan Party or secured by any assets other than Collateral; provided that at the time of any incurrence of such Indebtedness, the aggregate principal amount of all such Indebtedness shall not exceed the greater of (x) $375,000,000 and (y) 50% of Consolidated EBITDA for the most recently ended Test Period as of such date, calculated on a Pro Forma Basis.

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“Designated Preferred Stock” means Preferred Stock of Bidco or any direct or indirect parent company thereof (in each case other than Disqualified Equity Interests) that is issued for cash (other than to a Restricted Subsidiary or an employee stock ownership plan or trust established by Bidco or any of its Subsidiaries) and is so designated as Designated Preferred Stock, pursuant to an officer’s certificate executed by a Financial Officer of Bidco, a Restricted Subsidiary or the applicable parent corporation thereof, as the case may be, on the issuance date thereof, the cash proceeds of which are excluded from the calculation set forth in clause (A) of Section 6.05(a) hereof.

“Discount Prepayment Accepting Lender” has the meaning assigned to such term in Section 2.10(a)(ii)(B)(2).

“Discount Range” has the meaning assigned to such term in Section 2.10(a)(ii)(C)(1).

“Discount Range Prepayment Amount” has the meaning assigned to such term in Section 2.10(a)(ii)(C)(1).

“Discount Range Prepayment Notice” means a written notice of a Borrower Solicitation of Discount Range Prepayment Offers made pursuant to Section 2.10(a)(ii)(C) substantially in the form of Exhibit L.

“Discount Range Prepayment Offer” means the irrevocable written offer by a Term Lender, substantially in the form of Exhibit M, submitted in response to an invitation to submit offers following the Auction Agent’s receipt of a Discount Range Prepayment Notice.

“Discount Range Prepayment Response Date” has the meaning assigned to such term in Section 2.10(a)(ii)(C)(1).

“Discount Range Proration” has the meaning assigned to such term in Section 2.10(a)(ii)(C)(3).

“Discounted Prepayment Determination Date” has the meaning assigned to such term in Section 2.10(a)(ii)(D)(3).

“Discounted Prepayment Effective Date” means in the case of a Borrower Offer of Specified Discount Prepayment or Borrower Solicitation of Discount Range Prepayment Offer, five (5) Business Days following the receipt by each relevant Term Lender of notice from the Auction Agent in accordance with Section 2.10(a)(ii)(B), Section 2.10(a)(ii)(C) or Section 2.10(a)(ii)(D), as applicable unless a shorter period is agreed to between the Borrower and the Auction Agent.

“Discounted Term Loan Prepayment” has the meaning assigned to such term in Section 2.10(a)(ii)(A).

“Disposed EBITDA” means, with respect to any Sold Entity or Business or Converted Unrestricted Subsidiary for any period through (but not after) the date of such disposition, the amount for such period of Consolidated EBITDA of such Sold Entity or Business or Converted Unrestricted Subsidiary (determined as if references to Bidco and the Restricted Subsidiaries in the definition of the term “Consolidated EBITDA” (and in the component financial definitions used therein) were references to such Sold Entity or Business and its subsidiaries or to such Converted Unrestricted Subsidiary and its subsidiaries), all as determined on a consolidated basis for such Sold Entity or Business or Converted Unrestricted Subsidiary.

“disposition” has the meaning assigned to such term in clause (1) of the definition of “Asset Sale”.

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“Disqualified Equity Interests” means, with respect to any Person, any Equity Interests of such Person which, by its terms, or by the terms of any security into which it is convertible or for which it is putable or exchangeable, or upon the happening of any event, matures or is mandatorily redeemable (other than solely as a result of a change of control or asset sale) pursuant to a sinking fund obligation or otherwise, or is redeemable at the option of the holder thereof (other than solely as a result of a change of control or asset sale), in whole or in part, in each case prior to the date 91 days after the earlier of the maturity date of the Loans or the date the Loans are no longer outstanding; provided, however, that any Equity Interests held by any future, current or former employee, director, officer, manager or consultant (or their respective Controlled Investment Affiliates (excluding the Investors (but not excluding any future, current or former employee, director, officer, manager or consultant)) or Immediate Family Members), of Bidco, any of its Subsidiaries, any of its direct or indirect parent companies or any other entity in which Bidco or a Restricted Subsidiary has an Investment and is designated in good faith as an “affiliate” by the board of directors of Bidco or a Restricted Subsidiary (or the compensation committee thereof), in each case pursuant to any stock subscription or shareholders’ agreement, management equity plan or stock option plan or any other management or employee benefit plan or agreement shall not constitute Disqualified Equity Interests solely because it may be required to be repurchased by Bidco or its Subsidiaries or in order to satisfy applicable statutory or regulatory obligations. Notwithstanding the preceding sentence, any Equity Interests that would constitute Disqualified Equity Interests solely because the holders of the Equity Interests have the right to require Bidco or a Subsidiary to repurchase such Equity Interests upon the occurrence of a change of control or an asset sale shall not constitute Disqualified Equity Interests if the terms of such Equity Interests (and all such securities into which it is convertible or for which it is ratable or exchangeable) provide that Bidco or such Subsidiary may not repurchase or redeem any such Equity Interests (and all such securities into which it is convertible or for which it is ratable or exchangeable) pursuant to such provisions unless such repurchase or redemption complies with the terms of this Agreement. The amount of Disqualified Equity Interests deemed to be outstanding at any time for purposes of this Agreement shall be the maximum amount that Bidco and its Restricted Subsidiaries may become obligated to pay upon the maturity of, or pursuant to any mandatory redemption provisions of, such Disqualified Equity Interests, exclusive of accrued dividends.

“Disqualified Lenders” means (i) those Persons identified by Bidco or a Restricted Subsidiary to the Administrative Agent in writing prior to March 235, 20192024 as being “Disqualified Lenders,” (ii) those Persons who are competitors of Bidco and its Subsidiaries (other than any bona fide diversified debt investment fund) identified by the Investors, Bidco or a Restricted Subsidiary to the Administrative Agent from time to time in writing (including by email) which designation shall become effective two (2) days after delivery of each such written designation to the Administrative Agent, but which shall not apply retroactively to disqualify any persons that have previously acquired an assignment or participation interest in any Loan, (iii) Excluded Affiliates and (iv) in the case of each Person identified pursuant to clause (ii) above, any of their Affiliates that are either (x) identified in writing by the Investors, Bidco or a Restricted Subsidiary to the Administrative Agent from time to time or (y) are known or reasonably identifiable as an Affiliate of such Person (other than Affiliates that are bona fide diversified debt investment funds). Upon inquiry by any Lender to the Administrative Agent as to whether a specified potential assignee or prospective participant is on the list of Disqualified Lenders, the Administrative Agent shall be permitted to disclose to such Lender whether such specific potential assignee or prospective participant is on the list of Disqualified Lenders to such Lender.

“Division” has the meaning assigned to such term in Section 1.10.

“Dollar Equivalent” means, on any date of determination, (a) with respect to any amount denominated in dollars, such amount, and (b) with respect to any amount in any Alternative Currency or any other currency, the equivalent in dollars of such amount, as determined by the Administrative Agent or the applicable Issuing Bank, as applicable, pursuant to Section 1.09 using the Spot Rate with respect to such currency at the time in effect under the provisions of such Section.

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“dollars” or “$” refers to lawful money of the United States of America.

“Domestic Foreign Holdco” means any Subsidiary that is not a CFC, substantially all of whose assets (directly and/or indirectly through one or more Subsidiaries) are capital stock (and, if applicable, debt) of one or more Subsidiaries that are (1) CFCs that are direct or indirect Subsidiaries of a Domestic Subsidiary and/or (2) other Domestic Foreign Holdcos.

“Domestic Subsidiary” means any Subsidiary that is organized under the law of the United States, any state thereof or the District of Columbia.

“Early Opt-in Election” shall meanmeans, with respect to any Relevant RateTerm SOFR, the occurrence of:

(1) a notification by the Administrative Agent to (or the request by Bidco and the Borrower to the Administrative Agent to notify) each of the other parties hereto that U.S. syndicated credit facilities denominated in the applicable Agreed Currency being executed at such time, or that include language similar to that contained in Section 2.13 are being executed or amended, as applicable, to incorporate or adopt a new benchmark interest rate to replace such Relevant RateTerm SOFR, and

(2) the joint election by the Administrative Agent, Bidco and the Borrower to declare that an Early Opt-in Election for such Relevant RateTerm SOFR has occurred and the provision, as applicable, by the Administrative Agent of written notice of such election to Bidco and the Borrower and the Lenders.

“ECF Percentage” means, with respect to the prepayment required by Section 2.10(d) with respect to any fiscal year of Bidco, if the Senior Secured First Lien Net Leverage Ratio (prior to giving effect to the applicable prepayment pursuant to Section 2.10(d), but after giving effect to any voluntary prepayments made pursuant to Section 2.10(a) or otherwise in a manner not prohibited by Section 9.04(g) prior to the date of such prepayment) as of the end of such fiscal year is (a) greater than 4.604.10 to 1.00, 50% of Excess Cash Flow for such fiscal year, (b) greater than 4.103.60 to 1.00 but less than or equal to 4.604.10 to 1.00, 25% of Excess Cash Flow for such fiscal year and (c) less than or equal to 4.103.60 to 1.00, 0% of Excess Cash Flow for such fiscal year.

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

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

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

“Effective Date” means December 12, 2019.

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“Effective Yield” means, as to any Indebtedness, the effective yield on such Indebtedness in the reasonable determination of the Administrative Agent and Bidco and consistent with generally accepted financial practices, taking into account the applicable interest rate margins, any interest rate floors (the effect of which floors shall be determined in a manner set forth in the proviso below) or similar devices and all fees, including upfront or similar fees or original issue discount paid with respect to the initial incurrence of any Class of Loans or series of Indebtedness, as applicable (and, with respect to the Amendment No. 1 Refinancing Term Loans, assuming that such Loans were issued with the same upfront fees and original issue discount as the Initial Term Loans) (amortized over the shorter of (a) the remaining Weighted Average Life to Maturity of such Indebtedness and (b) the four years following the date of incurrence thereof) payable generally to lenders or other institutions providing such Indebtedness, but excluding any arrangement, syndication, commitment, prepayment, structuring, ticking or other similar fees payable in connection therewith that are not generally shared with the relevant Lenders (and, if applicable, consent fees for an amendment paid generally to consenting Lenders and, solely for purposes of determining the effective yield for purposes of Section 2.10(a)(i), any original issue discount or upfront fees payable in connection with the Initial Term Loans issued on the Effective Date); provided that with respect to any Indebtedness that includes a “LIBOR floor”, “SOFR floor” or “Base Rate floor” or other benchmark floor (i) to the extent that the LIBO Rate, Term SOFR, or the Alternate Base Rate or Daily Simple RFR (without giving effect to any floors in such definitions), as applicable, on the date that the Effective Yield is being calculated is less than such floor, the amount of such difference shall be deemed added to the interest rate margin for such Indebtedness for the purpose of calculating the Effective Yield and (ii) to the extent that the LIBO Rate, Term SOFR, or the Alternate Base Rate or Daily Simple RFR (without giving effect to any floors in such definitions), as applicable, on the date that the Effective Yield is being calculated is greater than such floor, then the floor shall be disregarded in calculating the Effective Yield.

“Electronic Copy” shall have the meaning specified in Section 9.06.

“Electronic Record” and “Electronic Signature” shall have the meanings assigned to them, respectively, by 15 USC §7006, as it may be amended from time to time.

“Eligible Assignee” means (a) a Lender, (b) an Affiliate of a Lender, (c) an Approved Fund and (d) any other Person (other than Holdings, any Intermediate Parent, Bidco or any of their respective Affiliates), other than, in each case, (i) a natural person (or a holding company, investment vehicle or trust for, or owned and operated by or for the primary benefit of one or more natural persons), (ii) a Defaulting Lender or (iii) a Disqualified Lender. Notwithstanding the foregoing, each Loan Party and each Lender acknowledges and agrees that the Administrative Agent shall have no liability with respect to any assignment made to a Disqualified Lender unless (i) the Administrative Agent has acted with gross negligence, bad faith or willful misconduct (as determined by a court of competent jurisdiction in a final and non-appealable judgment) and (ii) Bidco has not consented to such assignment or is not deemed to have consented to such assignment to the extent required by Section 9.04(b)..

“EMU Legislation” means the legislative measures of the European Council for the introduction of, changeover to or operation of a single or unified European currency.

“Environment” shall meanmeans ambient air, indoor air, surface water, groundwater, drinking water, land surface, sediments, and subsurface strata and natural resources such as wetlands, flora and fauna.

“Environmental Laws” means all applicable Requirements of Law relating to the protection of the environment, to preservation or reclamation of natural resources, to the Release or threatened Release of any Hazardous Material, or (to the extent relating to exposure to Hazardous Materials) to health or safety matters.

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“Environmental Liability” means any liability, obligation, loss, claim, action, order or cost, contingent or otherwise (including any liability for damages, costs of medical monitoring, costs of environmental remediation or restoration, administrative oversight costs, consultants’ fees, fines, penalties and indemnities) resulting from or based upon (a) any actual or alleged violation of any Environmental Law or permit, license or approval issued thereunder, (b) the generation, use, handling, transportation, storage, or treatment of any Hazardous Materials, (c) exposure to any Hazardous Materials or (d) the Release or threatened Release of any Hazardous Materials.

“Equity Contributions” means the aggregate amount of investments (made on or prior to the relevant date of determination) in cash or in kind in the form of equity interests (including share subscriptions, share premium and/or contribution to capital reserves) or Subordinated Shareholder Liabilities by the Investors (as defined in this Agreement as of the Effective Date) and Holdings (or any of their parent entities) (directly or indirectly) to Bidco.

“Equity Interests” means shares of Capital Stock, partnership interests, membership interests in a limited liability company, beneficial interests in a trust or other equity ownership interests in a Person.

“Equity Offering” means any public or private sale of common stock or Preferred Stock of Bidco or any of its direct or indirect parent companies (excluding Disqualified Equity Interest), other than:

(1) public offerings with respect to Bidco’s or any direct or indirect parent company’s common stock registered on Form S-8;

(2) issuances to any Subsidiary of Bidco; and

(3) any such public or private sale that constitutes an Excluded Contribution or a Contributed Holdings Investment.

“ERISA” means the Employee Retirement Income Security Act of 1974, as amended from time to time.

“ERISA Affiliate” means any trade or business (whether or not incorporated) that, together with any Loan Party, is treated as a single employer under Section 414(b) or 414(c) of the Code or, solely for purposes of Section 302 of ERISA and Section 412 of the Code, is treated as a single employer under Section 414 of the Code.

“ERISA Event” means (a) any “reportable event,” as defined in Section 4043(c) of ERISA or the regulations issued thereunder with respect to a Plan (other than an event for which the 30-day notice period is waived); (b) any failure by any Plan to satisfy the minimum funding standard (within the meaning of Section 412 of the Code or Section 302 of ERISA) applicable to such Plan, in each case whether or not waived; (c) the filing pursuant to Section 412(c) of the Code or Section 302(c) of ERISA of an application for a waiver of the minimum funding standard with respect to any Plan; (d) a determination that any Plan is, or is expected to be, in “at-risk” status (as defined in Section 303(i)(4) of ERISA or Section 430(i)(4) of the Code); (e) the incurrence by a Loan Party or any ERISA Affiliate of any liability under Title IV of ERISA (other than premiums due and not delinquent under Section 4007 of ERISA) with respect to the termination of any Plan or by application of Section 4069 of ERISA with respect to any terminated plan; (f) the receipt by a Loan Party or any ERISA Affiliate from the PBGC or a plan administrator of any notice to terminate any Plan or Plans or to appoint a trustee to administer any Plan, or to terminate or to appoint a trustee to administer any plan or plans in respect of which such Loan Party or ERISA Affiliate would be deemed to be an employer under Section 4069 of ERISA; (g) the incurrence by a Loan Party or any ERISA

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Affiliate of any liability with respect to its withdrawal or partial withdrawal from any Multiemployer Plan; (h) the receipt by a Loan Party or any ERISA Affiliate from a Multiemployer Plan of any notice concerning the imposition of Withdrawal Liability on a Loan Party or ERISA Affiliate; (i) the failure of a Loan Party or any ERISA Affiliate to pay when due, after the expiration of any applicable grace period, any installment payment with respect to any Withdrawal Liability; or (j) the withdrawal of a Loan Party or any ERISA Affiliate from a Plan subject to Section 4063 of ERISA during a plan year in which such entity was a “substantial employer” as defined in Section 4001(a)(2) of ERISA or a cessation of operations that is treated as such a withdrawal under Section 4062(e) of ERISA.

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

“EURIBOR Rate” means, with respect to any Term Benchmark Borrowing denominated in Euros and for any Interest Period, the rate per annum equal to the Euro Interbank Offered Rate, as published on the applicable Reuters screen page (or such other commercially available source providing such quotations as may be designated by the Administrative Agent from time to time) on the day that is two TARGET Days preceding the first day of such Interest Period with a term equivalent to such Interest Period; provided, that if the EURIBOR Rate shall be less than 0.00%, the EURIBOR Rate shall be deemed to be 0.00% for purposes of this Agreement.