Exhibit 10.21
Execution Version
FIRST AMENDMENT TO
AMENDED AND RESTATED CREDIT AND SECURITY AGREEMENT
This FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AND SECURITY AGREEMENT (this “Amendment”), dated as of December 19, 2025, is entered into by and among XBP Americas, LLC (formerly known as Exela Technologies BPA, LLC,) a Delaware limited liability company, (the “Borrower”), the guarantors party thereto (the “Guarantors”), BRF FINANCE CO. LLC, a Delaware limited liability company, as administrative agent (the “Agent”), and the financial institutions or other entities from time to time parties hereto, each as a Lender.
RECITALS
WHEREAS, reference is made to that certain Amended and Restated Credit And Security Agreement, dated as of July 29, 2025, by and among the Borrower, the Guarantors, the Lenders, and the Agent (the “Existing Credit Agreement”, and as such Existing Credit Agreement is amended hereby or as may be amended, restated, amended and restated, supplemented or modified from time to time thereafter, the “Credit Agreement”);
WHEREAS, the Borrower has requested that the Agent and the Lenders consent to certain amendments to the negative covenants, and pursuant to Section 11.16 of the Credit Agreement, the Agent and the Lenders (including the Required Lenders) have agreed to the requested modification on the terms and conditions set forth herein;
NOW, THEREFORE, in consideration of the mutual promises herein contained and for other valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto, intending to be legally bound, hereby agree as follows:
Section 1. Definitions. All capitalized terms not otherwise defined herein are used as defined in the Credit Agreement.
Section 2. Acknowledgements; Reaffirmation.
2.1.Acknowledgment of Obligations. All Obligations are unconditionally owing by the Credit Parties, all without offset, defense (other than payment in full in cash of the Obligations (excluding any contingent indemnification and expense reimbursement obligations as to which no claim has been asserted)) or counterclaim of any kind, nature or description whatsoever.
2.2.Acknowledgment of Liens. Each of the Credit Parties hereby acknowledges, confirms and agrees that the Agent on behalf of the Lenders has and shall continue to have valid, enforceable and perfected first-priority Liens (subject to certain Permitted Liens) upon and security interests in the Collateral heretofore granted by the Credit Parties to the Agent on behalf of the Lenders pursuant to the Financing Documents .
2.3.Reaffirmation. In furtherance of the foregoing, and in connection with the execution and delivery of this Amendment, the Borrower and each other Credit Party, as debtors, grantors, pledgors, guarantors, or in other similar capacities in which such Loan Parties grant Liens or security interests in their properties, in each case under the Financing Documents, hereby (A)
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ratifies and reaffirms all of its payment and performance obligations, contingent or otherwise, under each Financing Document to which it is a party, and (B) to the extent such Credit Party granted Liens on or security interests in any of its property pursuant to any such Financing Document (including, but not limited to, the Security Documents), hereby ratifies, reaffirms, and re-grants such grant of security and confirms that such Liens and security interests continue to secure the Obligations.
Section 3. Amendment to Credit Agreement. As of the Effective Date (as defined below), subject to the satisfaction of the conditions precedent set forth in Section 4 of this Amendment:
3.1.All references in any Financing Document to “Exela Technologies BPA, LLC” are hereby replaced with and deemed to refer to “XBP Americas, LLC”;
3.2.Clause (c) of the definition of “Permitted Debt” is hereby amended and restated in its entirety to read as follows:
“(c) purchase money Debt to finance (whether prior to or within 180 days after) the acquisition of property or capital lease obligations not to exceed $35,000,000 at any time (whether in the form of a loan or a lease and including any refinancing of such indebtedness pursuant to clause (ll) below) used solely to acquire, lease, construct, repair, replace or improve property or equipment used in the Ordinary Course of Business;”
3.3.Clause (i) of the definition of “Permitted Liens” is hereby amended and restated in its entirety to read as follows:
“(i)any Lien on any property or equipment securing Debt permitted under subpart (c) of the definition of Permitted Debt and on any proceeds thereof, accessions and additions thereto, customary security deposits and related property with respect to such property or equipment, provided, that individual financings provided by one lender may be cross-collateralized to other financings provided by such lender (and its Affiliates);”
3.4.In the penultimate paragraph of the definition of “Permitted Liens”, the reference to “Error! Reference source not found” shall be deleted and in lieu thereof the reference to “Section 5.2” to be added.
3.5.The parties acknowledge and agree that the page immediately following the Table of Contents (in the final pdf)(the page that starts with the definition of “Equity Interest” and ends with the definition of “Exar Originator” (or page 17)) was added to the final pdf copy of the Amended and Restated Credit Agreement in error and should be deleted. For the avoidance of doubt, page 17 occurring in numerical order shall remain.
Section 4. Conditions Precedent. Section 3 hereof shall become effective on the date (the “Effective Date”) upon which each of the following conditions precedent have been satisfied:
(a)receipt by the Agent and the Lenders of this Amendment, duly executed and delivered by the Borrower, the Lenders and the Agent, and acknowledged by the Guarantors;
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(b)receipt by the Agent of a executed copy of the First Amendment to Credit and Security Agreement dated of even date herewith, executed by the Borrower, MidCap Funding IV Trust, as agent, and the Lenders identified therein and signatory thereto, and such First Amendment shall be effective concurrently with the effectiveness of this Amendment; and
(c)payment of all fees and other amounts due and payable on or prior to the date hereof pursuant to the Financing Documents, and the fees and disbursements invoiced at least one (1) Business Day prior to the Effective Date of the Agent’s counsel, Duane Morris LLP.
Section 5. Miscellaneous.
5.1.Incorporations by Reference. The provisions of Sections 11.16 (Amendments and Waivers), 13.1 (Survival), 13.2 (No Waivers), 13.3 (Notices), 13.4 (Severability), 13.6 (Confidentiality), 13.8 (Governing Law; Submission To Jurisdiction), 13.9 (Waiver of Jury Trial), 13.14 (Expenses; Indemnity) and 13.17 (Successors and Assigns) of the Credit Agreement are incorporated herein by reference, mutatis mutandis.
5.2.Counterparts; Integration. Section 13.11 is incorporated herein by reference, mutatis mutandis and shall apply to this Amendment.
5.3.Amendment is a “Financing Document”. This Amendment is a Financing Document and all references to a “Financing Document” in the Credit Agreement and the other Financing Documents (including, without limitation, all such references in the representations and warranties in the Credit Agreement and the other Financing Documents) shall be deemed to include this Amendment.
5.4.References to the Credit Agreement. Upon the effectiveness of this Amendment, each reference in the Credit Agreement to “this Agreement”, “hereunder”, “hereof”, “herein”, or words of like import shall mean and be a reference to the Credit Agreement as amended hereby, and each reference to the Credit Agreement in any other document, instrument or agreement executed and/or delivered in connection with the Credit Agreement shall mean and be a reference to the Credit Agreement as amended hereby.
5.5.Representations and Warranties. The Borrower hereby represents and warrants that (a) this Amendment is the legal, valid and binding obligation of the Borrower, enforceable against the Borrower in accordance with its terms, (b) no Default, Event of Default or, to the Borrower’s knowledge, a potential Default shall have occurred and be continuing and (c) the representations and warranties set forth in the Credit Agreement and in the other Financing Documents are true and correct in all respects on and as of the Effective Date with the same force and effect as if made on and as of the Effective Date (except to the extent that any such representation or warranty expressly relates to an earlier date, in which case, such representation or warranty shall be true and correct in all material respects as of such earlier date).
5.6.Reaffirmation of Obligations. The Borrower and each other Credit Party (a) acknowledges and consents to all of the terms and conditions of this Amendment, (b) affirms all of its obligations under the Financing Documents, and (c) agrees that this Amendment and all
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documents executed in connection herewith do not operate to reduce or discharge the Borrower’s or such Credit Party’s obligations under the Financing Documents.
5.7.Reaffirmation of Security Interests. The Borrower and each other Credit Party (a) affirms that each of the Liens granted in or pursuant to the Financing Documents is valid and subsisting, and (b) agrees that this Amendment and all documents executed in connection herewith shall in no manner impair or otherwise adversely affect any of the Liens granted in or pursuant to the Financing Documents.
5.8.No Other Changes. Except as specifically amended by this Amendment, the Credit Agreement, the other Financing Documents and all other documents, instruments and agreements executed and/or delivered in connection therewith shall remain in full force and effect and are hereby ratified and confirmed.
REMAINDER OF PAGE INTENTIONALLY LEFT BLANK
SIGNATURE PAGES FOLLOW.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed as of the day and year first above written.
| BORROWER: | |
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| XBP AMERICAS, LLC | |
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| By: | /s/ Andrej Jonovic |
| | Name: Andrej Jonovic |
| | Title: Authorized signatory |
[Signature Page to First Amendment to Credit and Security Agreement]
| AGENT: | |
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| BRF FINANCE CO. LLC | |
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| By: | /s/ Bryant Riley |
| | Name: Bryant Riley |
| | Title: Authorized Signatory |
[Signature Page to First Amendment to Amended and Restated Credit and Security Agreement]
| LENDERS: | |
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| BRF FINANCE CO. LLC, | |
| as Lender | |
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| By: | /s/ Bryant Riley |
| | Name: Bryant Riley |
| | Title: Authorized Signatory |
[Signature Page to First Amendment to Amended and Restated Credit and Security Agreement]
ACKNOWLEDGMENT TO FIRST AMENDMENT TO AMENDED AND RESTATED
CREDIT AGREEMENT
Each of the undersigned Credit Parties hereby (a) acknowledges and consents to all of the terms and conditions of the Amendment to which this Acknowledgment is attached and the Credit Agreement, and the transactions contemplated hereby and thereby, (b) affirms and confirms all of its obligations under the Financing Documents to which it is a party, including as provided in the Amendment, and (c) agrees that this Amendment and all documents executed in connection herewith do not operate to reduce or discharge its obligations under the Financing Documents to which it is a party or affect the Liens and the priority of such Liens granted by such Credit Party to the Agent on behalf of the Lenders pursuant to the Financing Documents.
[Guarantor Signature Pages Follow]
[Signature Page to Acknowledgment to First Amendment to Amended and Restated Credit and Security Agreement]
GUARANTORS: | | |
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| EXELA INTERMEDIATE LLC | |
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| By: | /s/ Andrej Jonovic |
| | Name: Andrej Jonovic |
| | Title: Authorized signatory |
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| EXELA FINANCE, INC. | |
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| By: | /s/ Andrej Jonovic |
| | Name: Andrej Jonovic |
| | Title: Authorized signatory |
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| SOURCEHOV HOLDINGS, INC. | |
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| By: | /s/ Andrej Jonovic |
| | Name: Andrej Jonovic |
| | Title: Authorized signatory |
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| SOURCEHOV LLC | |
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| By: | /s/ Andrej Jonovic |
| | Name: Andrej Jonovic |
| | Title: Authorized signatory |
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| CORPSOURCE HOLDINGS, LLC | |
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| By: | /s/ Andrej Jonovic |
| | Name: Andrej Jonovic |
| | Title: Authorized signatory |
[Signature Page to Acknowledgment to First Amendment to Amended and Restated Credit and Security Agreement]
SOURCECORP, INCORPORATED | ||
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| By: | /s/ Andrej Jonovic |
| | Name: Andrej Jonovic |
| | Title: Authorized signatory |
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| SOURCECORP BPS INC. | |
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| By: | /s/ Andrej Jonovic |
| | Name: Andrej Jonovic |
| | Title: Authorized signatory |
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| DELIVEREX, LLC | |
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| By: | /s/ Andrej Jonovic |
| | Name: Andrej Jonovic |
| | Title: Authorized signatory |
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| UNITED INFORMATION SERVICES, INC. | |
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| By: | /s/ Andrej Jonovic |
| | Name: Andrej Jonovic |
| | Title: Authorized signatory |
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| ECONOMIC RESEARCH SERVICES, INC. | |
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| By: | /s/ Andrej Jonovic |
| | Name: Andrej Jonovic |
| | Title: Authorized signatory |
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| SOURCECORP LEGAL INC. | |
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| By: | /s/ Andrej Jonovic |
| | Name: Andrej Jonovic |
| | Title: Authorized signatory |
[Signature Page to Acknowledgment to First Amendment to Amended and Restated Credit and Security Agreement]
| RUST CONSULTING, INC. | |
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| By: | /s/ Andrej Jonovic |
| | Name: Andrej Jonovic |
| | Title: Authorized signatory |
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| SOURCEHOV HEALTHCARE, INC. | |
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| By: | /s/ Andrej Jonovic |
| | Name: Andrej Jonovic |
| | Title: Authorized signatory |
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| KINSELLA MEDIA LLC | |
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| By: | /s/ Andrej Jonovic |
| | Name: Andrej Jonovic |
| | Title: Authorized signatory |
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| HOV SERVICES, LLC | |
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| By: | /s/ Andrej Jonovic |
| | Name: Andrej Jonovic |
| | Title: Authorized signatory |
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| HOV ENTERPRISE SERVICES, INC. | |
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| By: | /s/ Andrej Jonovic |
| | Name: Andrej Jonovic |
| | Title: Authorized signatory |
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| MERIDIAN CONSULTING GROUP, LLC | |
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| By: | /s/ Andrej Jonovic |
| | Name: Andrej Jonovic |
| | Title: Authorized signatory |
[Signature Page to Acknowledgment to First Amendment to Amended and Restated Credit and Security Agreement]
| RUSTIC CANYON III, LLC | |
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| By: | /s/ Andrej Jonovic |
| | Name: Andrej Jonovic |
| | Title: Authorized signatory |
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| HOV SERVICES, INC. | |
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| By: | /s/ Andrej Jonovic |
| | Name: Andrej Jonovic |
| | Title: Authorized signatory |
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| CHARTER LASON, INC. | |
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| By: | /s/ Andrej Jonovic |
| | Name: Andrej Jonovic |
| | Title: Authorized signatory |
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| LASON INTERNATIONAL, INC. | |
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| By: | /s/ Andrej Jonovic |
| | Name: Andrej Jonovic |
| | Title: Authorized signatory |
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| SOURCECORP MANAGEMENT, INC. | |
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| By: | /s/ Andrej Jonovic |
| | Name: Andrej Jonovic |
| | Title: Authorized signatory |
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| PANGEA ACQUSITIONS INC. | |
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| By: | /s/ Andrej Jonovic |
| | Name: Andrej Jonovic |
| | Title: Authorized signatory |
[Signature Page to Acknowledgment to First Amendment to Amended and Restated Credit and Security Agreement]
| BANCTEC GROUP LLC | |
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| By: | /s/ Andrej Jonovic |
| | Name: Andrej Jonovic |
| | Title: Authorized signatory |
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| BANCTEC, INC. | |
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| By: | /s/ Andrej Jonovic |
| | Name: Andrej Jonovic |
| | Title: Authorized signatory |
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| BANCTEC (PUERTO RICO), INC. | |
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| By: | /s/ Andrej Jonovic |
| | Name: Andrej Jonovic |
| | Title: Authorized signatory |
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| DOCUDATA SOLUTIONS, L.C. | |
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| By: | /s/ Andrej Jonovic |
| | Name: Andrej Jonovic |
| | Title: Authorized signatory |
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| BTC VENTURES, INC. | |
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| By: | /s/ Andrej Jonovic |
| | Name: Andrej Jonovic |
| | Title: Authorized signatory |
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| RECOGNITION MEXICO HOLDING INC. | |
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| By: | /s/ Andrej Jonovic |
| | Name: Andrej Jonovic |
| | Title: Authorized signatory |
[Signature Page to Acknowledgment to First Amendment to Amended and Restated Credit and Security Agreement]
| BANCTEC INTERMEDIATE HOLDING, INC. | |
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| By: | /s/ Andrej Jonovic |
| | Name: Andrej Jonovic |
| | Title: Authorized signatory |
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| RC4 CAPITAL, LLC | |
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| By: | /s/ Andrej Jonovic |
| | Name: Andrej Jonovic |
| | Title: Authorized signatory |
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| DFG2 HOLDINGS, LLC | |
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| By: | /s/ Andrej Jonovic |
| | Name: Andrej Jonovic |
| | Title: Authorized signatory |
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| DFG2, LLC | |
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| By: | /s/ Andrej Jonovic |
| | Name: Andrej Jonovic |
| | Title: Authorized signatory |
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| PLEXUS GLOBAL FINANCE, LLC | |
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| By: | /s/ Andrej Jonovic |
| | Name: Andrej Jonovic |
| | Title: Authorized signatory |
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| HOVG, LLC | |
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| By: | /s/ Andrej Jonovic |
| | Name: Andrej Jonovic |
| | Title: Authorized signatory |
[Signature Page to Acknowledgment to First Amendment to Amended and Restated Credit and Security Agreement]
| TRAC HOLDINGS, LLC | |
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| By: | /s/ Andrej Jonovic |
| | Name: Andrej Jonovic |
| | Title: Authorized signatory |
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| MANAGED CARE PROFESSIONALS, LLC | |
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| By: | /s/ Andrej Jonovic |
| | Name: Andrej Jonovic |
| | Title: Authorized signatory |
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| FTS PARENT INC. | |
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| By: | /s/ Andrej Jonovic |
| | Name: Andrej Jonovic |
| | Title: Authorized signatory |
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| TRANSCENTRA, INC. | |
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| By: | /s/ Andrej Jonovic |
| | Name: Andrej Jonovic |
| | Title: Authorized signatory |
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| J & B SOFTWARE, INC. | |
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| By: | /s/ Andrej Jonovic |
| | Name: Andrej Jonovic |
| | Title: Authorized signatory |
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| REGULUS HOLDING INC. | |
| | |
| By: | /s/ Andrej Jonovic |
| | Name: Andrej Jonovic |
| | Title: Authorized signatory |
[Signature Page to Acknowledgment to First Amendment to Amended and Restated Credit and Security Agreement]
| REGULUS GROUP LLC | |
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| By: | /s/ Andrej Jonovic |
| | Name: Andrej Jonovic |
| | Title: Authorized signatory |
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| REGULUS GROUP II LLC | |
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| By: | /s/ Andrej Jonovic |
| | Name: Andrej Jonovic |
| | Title: Authorized signatory |
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| REGULUS AMERICA LLC | |
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| By: | /s/ Andrej Jonovic |
| | Name: Andrej Jonovic |
| | Title: Authorized signatory |
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| REGULUS INTERGRATED SOLUTIONS LLC | |
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| By: | /s/ Andrej Jonovic |
| | Name: Andrej Jonovic |
| | Title: Authorized signatory |
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| EXELA RE LLC | |
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| By: | /s/ Andrej Jonovic |
| | Name: Andrej Jonovic |
| | Title: Authorized signatory |
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| REGULUS WEST LLC | |
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| By: | /s/ Andrej Jonovic |
| | Name: Andrej Jonovic |
| | Title: Authorized signatory |
[Signature Page to Acknowledgment to First Amendment to Amended and Restated Credit and Security Agreement]
| NOVITEX HOLDINGS, INC. | |
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| By: | /s/ Andrej Jonovic |
| | Name: Andrej Jonovic |
| | Title: Authorized signatory |
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| NOVITEX INTERMEDIATE, LLC | |
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| By: | /s/ Andrej Jonovic |
| | Name: Andrej Jonovic |
| | Title: Authorized signatory |
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| NOVITEX GOVERNMENT SOLUTIONS, LLC | |
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| By: | /s/ Andrej Jonovic |
| | Name: Andrej Jonovic |
| | Title: Authorized signatory |
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| EXELA XBP, LLC | |
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| By: | /s/ Andrej Jonovic |
| | Name: Andrej Jonovic |
| | Title: Authorized signatory |
[Signature Page to Acknowledgment to First Amendment to Amended and Restated Credit and Security Agreement]
GUARANTORS: | | |
| EXELA RECEIVABLES 3 HOLDCO, LLC | |
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| By: | /s/ Andrej Jonovic |
| | Name: Andrej Jonovic |
| | Title: authorized signatory |
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| EXELA RECEIVEABLES 3, LLC | |
| | |
| By: | /s/ Andrej Jonovic |
| | Name: Andrej Jonovic |
| | Title: authorized signatory |
[Signature Page to Acknowledgment to First Amendment to Amended and Restated Credit and Security Agreement]
| AFFILIATED GUARANTORS: | |
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| XCV-EMEA, LLC | |
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| By: | /s/ Andrej Jonovic |
| | Name: Andrej Jonovic |
| | Title: Authorized signatory |
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| NEON ACQUISITION, LLC | |
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| By: | /s/ Andrej Jonovic |
| | Name: Andrej Jonovic |
| | Title: Authorized signatory |
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| EXELA ENTERPRISE SOLUTIONS, INC. | |
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| By: | /s/ Andrej Jonovic |
| | Name: Andrej Jonovic |
| | Title: Authorized signatory |
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| SERVICES INTEGRATION GROUP, L.P. | |
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| By: | /s/ Andrej Jonovic |
| | Name: Andrej Jonovic |
| | Title: Authorized signatory |
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| SIG - GP L.L.C. | |
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| By: | /s/ Andrej Jonovic |
| | Name: Andrej Jonovic |
| | Title: Authorized signatory |
[Signature Page to Acknowledgment to First Amendment to Amended and Restated Credit and Security Agreement]