(a)

Section 1.1 of the Credit Agreement shall be amended by adding the following new definitions (to the extent not already included in Section 1.1) and inserting the same in their in the appropriate alphabetic location and amending the following definitions (to the extent already included in Section 1.1), as follows:

(a)

in relation to Loan A, the period from (and including) the Original Effective Date to and including the date falling 15 Business Days after the Original Effective Date;

(b)

in relation to Loan B, the period from (and including) the date falling 30 calendar days after the Original Effective Date to and including the date falling 15 Business Days thereafter;

(c)

in relation to Loan C, the period from (but excluding) the Business Combination Date to and including the date falling 15 Business Days after the Business Combination Date;

(d)

in relation to Loan D, the period from (and including) the First Amendment and Restatement Effective Date to and including the date falling 15 Business Days thereafter; and

(e)

in relation to any Loan E, the period from (but excluding) the Third Amendment and Restatement Effective Date to and including the Final Maturity Date.

(b)

Section 2.02(b) (Making the Loan) of the Credit Agreement is amended to read in its entirety as follows:

“(b)

Each disbursement shall be made on notice given not later than 11:00 a.m. (New York City time) five (5) Business Days prior to the date of the proposed Borrowing, by the Borrower to the Lender.  Each notice of Borrowing (a “Notice of Borrowing”) shall be in writing, by e-mail, in

(c)

Section 3.02 (Conditions Precedent to each Borrowing) of the Credit Agreement is amended by the replacing the “and” in the fourth line thereof with a comma and inserting the words “and the July 2025 Amendment Date” after the words “the Third Amendment and Restatement Effective Date” in the fifth line thereof.

(a)

The Borrower represents and warrants to the Lender and each Agent that the representations and warranties made by it in each of the Loan Documents are true and correct on and as of each of the Agreement Date and the Amendment Effective Date with the same force and effect as if made on and as of each such date (or, if any such representation or warranty is expressly stated to have been made as of a specific date, as of such specific date).  For the purpose of the representations and warranties made pursuant to this Section 3 and of the Loan Documents, this Agreement shall constitute a “Loan Document”.

(a)

Amendment No. 1.  The Administrative Agent shall have received this Amendment, duly executed and delivered by the Borrower, the Lender and each Agent.

(b)

Consents.  All governmental and third party consents and approvals necessary in connection with the entry by the Borrower into the transactions contemplated by this Amendment and the other Loan Documents shall have been obtained and shall remain in effect (and evidence thereof in form and substance reasonably satisfactory to the Administrative Agent shall be delivered from any Governmental Authority), and no law or regulation shall be applicable in the reasonable judgment of the Administrative Agent that restrains, prevents or imposes materially adverse conditions upon the transactions contemplated hereby.

(c)

Certifications: On the Amendment Effective Date, the following statements shall be true and the Administrative Agent shall have received certificates signed by duly authorized officers of the Borrower, dated the Amendment Effective Date, stating that:

(i)

the representations and warranties contained in Section 3 and in each other Loan Document are true and correct in all material respects on and as of the Amendment Effective Date, except to the extent such representations and warranties expressly relate to an earlier date in which case such representation and warranties shall have been true and correct in all material respects on such earlier date;

(ii)

there shall exist no Adverse Proceeding that could be reasonably likely to have a Material Adverse Effect; and

(iii)

no event has occurred and is continuing, or would result from any Borrowing or from the application of the proceeds therefrom, that constitutes or would constitute a Default.

(d)

Other Documents.  The Administrative Agent shall have received on or before the Amendment Effective Date the following, each dated such day, in form and substance satisfactory to the Administrative Agent:

(i)

the Constituent Documents of the Borrower as in effect on the Amendment Effective Date;

(ii)

all documents evidencing necessary corporate action (including certified copies of resolutions and delegations of signing authority) and governmental approvals, if any, with respect to this Amendment and the other Loan Documents; and

(iii)

a certificate of an authorized officer or attorney-in fact of the Borrower certifying the names and true signatures of the officers of the Borrower authorized to sign this Amendment and the other documents to be delivered hereunder.

(e)

No Blocking Event.  On the Amendment Effective Date, no Blocking Event shall be continuing.

(a)

The Borrower hereby confirms its obligations under the Pledge Agreement after giving effect to the amendment of the Credit Agreement pursuant to this Amendment (including in respect of the "Obligations" arising under or in respect of the Credit Agreement).

(b)

Except as herein provided, the Pledge Agreement shall remain unchanged and in full force and effect, and each reference to the "Pledge Agreement" and words of similar import therein or in the Credit Agreement shall be a reference to the Pledge Agreement, subject to the confirmations provided herein and as the same may be