exhibit41-amendmentdated






Execution Version  Exhibit 4.1    FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT      This FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (this  “Amendment”) is entered into as of August 31, 2022 by and among     BED BATH AND BEYOND INC., a New York corporation, as the Company;     The other U.S. BORROWERS party hereto;    The CANADIAN BORROWERS party hereto (together with the Company and the U.S.  Borrowers, collectively, the “Borrowers”);    The other LOAN PARTIES party hereto;    The LENDERS party hereto;     JPMORGAN CHASE BANK, N.A., as Administrative Agent; and    SIXTH STREET SPECIALTY LENDING, INC., as FILO Agent.    R E C I T A L S:     WHEREAS, the Borrowers, the other Loan Parties party thereto, the Lenders party thereto and the  Administrative Agent are party to that certain Amended and Restated Credit Agreement, dated as of August  9, 2021 (as amended, restated, amended and restated, supplemented or otherwise modified prior to the date  hereof, the “Existing ABL Credit Agreement”; and the Existing ABL Credit Agreement as amended by this  Amendment, the “ABL Credit Agreement”);    WHEREAS, the Borrowers have requested, among other things, that (a) the FILO Term Loan  Lenders extend a new tranche of “first-in, last-out” term loans in an aggregate original principal amount of  $375,000,000 in connection with this Amendment to be funded on or prior to September 2, 2022 and (b)  the Administrative Agent and the Required Lenders amend certain other provisions of the Existing ABL  Credit Agreement;     WHEREAS, each FILO Term Loan Lender that is a signatory hereto desires to become a party to,  and bound by, the terms of the ABL Credit Agreement and the other Loan Documents as a FILO Term  Loan Lender and a Lender thereunder; and    WHEREAS, subject to the satisfaction (or waiver in accordance with the terms hereof) of the  conditions set forth herein, (a) the FILO Term Loan Lenders have indicated their willingness to make the  FILO Term Loans available and (b) the Administrative Agent and Required Lenders are willing to so amend  the Existing ABL Credit Agreement, in each case, on the terms set forth herein.     NOW THEREFORE, in consideration of the mutual covenants and agreements set forth in the ABL  Credit Agreement and this Amendment, and other good and valuable consideration, the receipt and  sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:    





 






2  1. Definitions.  Capitalized terms used in this Amendment, unless otherwise defined herein, shall  have the meanings ascribed to such terms in the ABL Credit Agreement.  2. Amendments to the Existing ABL Credit Agreement.    (a) Subject to the satisfaction (or waiver in accordance with the terms hereof) of the  conditions set forth in Section 4 below, and in reliance upon the representations and warranties of the Loan  Parties set forth in the Loan Documents and in this Amendment, the Borrowers, the other Loan Parties party  hereto, the Administrative Agent, and the Lenders party hereto, as applicable, agree, effective as of the First  Amendment Effective Date, that the Existing ABL Credit Agreement is hereby amended as reflected in the  pages of the ABL Credit Agreement attached as Annex A hereto to delete the stricken text (indicated  textually in the same manner as the following example: stricken text)) and to add the double-underlined  text (indicated textually in the same manner as the following example: double-underlined text).  (b) Schedules to the ABL Credit Agreement.    i. The Schedules to the ABL Credit Agreement are hereby amended and  restated in the form attached as Annex B hereto.  ii. Schedule 9.23 is hereby added to the ABL Credit Agreement in the  form attached as Annex C hereto.  3. Joinder of FILO Term Loan Lenders and Joinder and Appointment of FILO Agent.    (c) As of the First Amendment Effective Date, the parties hereto hereby agree and  acknowledge that, by executing this Amendment, each FILO Term Loan Lender party hereto shall become  a “Lender” and a “FILO Term Loan Lender” under the ABL Credit Agreement and the other Loan  Documents with a FILO Term Loan Commitment as set forth on the Commitment Schedule to the ABL  Credit Agreement.  Each FILO Term Loan Lender (a) represents and warrants that (i) it has full power and  authority, and has taken all action necessary, to execute and deliver this Amendment and to consummate  the transactions contemplated hereby and to become a Lender under the ABL Credit Agreement and the  other Loan Documents, (ii) it shall (A) be bound by the provisions of the ABL Credit Agreement and the  other Loan Documents as a Lender and FILO Term Loan Lender thereunder, (B) all rights under the ABL  Credit Agreement and the other Loan Documents as a Lender or FILO Term Loan Lender, and shall have  the obligations of a Lender and a FILO Term Loan Lender thereunder, (iii) it has received a copy of the  ABL Credit Agreement, and has received or has been accorded the opportunity to receive copies of the  most recent financial statements delivered pursuant to Section 5.01 thereof, as applicable, and such other  documents and information as it deems appropriate to make its own credit analysis and decision to enter  into this Amendment and become a Lender and a FILO Term Loan Lender under the ABL Credit  Agreement and the other Loan Documents, and (iv) it has, independently and without reliance upon the  Administrative Agent, the FILO Agent or any existing Lender and based on such documents and  information as it has deemed appropriate, made its own credit analysis and decision to enter into this  Amendment and become a Lender and a FILO Term Loan Lender under the ABL Credit Agreement and  the other Loan Documents; and (b) agrees that (i) it will, independently and without reliance on any of the  Administrative Agent, the FILO Agent or any Lender, 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 Loan Documents and (ii) it will perform in accordance with their terms all of the obligations  which by the terms of the Loan Documents are required to be performed by it as a Lender and a FILO Term  Loan Lender.    





 






3  (d) As of the First Amendment Effective Date, each FILO Term Loan Lender, on  behalf of itself and any of its Affiliates that are Secured Parties irrevocably appoints Sixth Street Specialty  Lending, Inc. and its successors and assigns to serve as the FILO Agent under the Loan Documents and  each FILO Term Loan Lender authorizes the FILO Agent to take such actions as agent on its behalf and to  exercise such powers under the ABL Credit Agreement and the other Loan Documents as are delegated to  the FILO Agent under such agreements and to exercise such powers as are reasonably incidental thereto.   Without limiting the foregoing, each FILO Term Loan Lender hereby authorizes the FILO Agent to execute  and deliver, and to perform its obligations under, each of the Loan Documents to which the FILO Agent is  a party, and to exercise all rights, powers and remedies that the FILO Agent may have under such Loan  Documents.    4. Conditions to First Amendment Effective Date.  The effectiveness of this Amendment is subject  to the satisfaction (or waiver by the Required Lenders and the Required FILO Lenders) of each of the  following conditions precedent (the date on which such conditions are satisfied being referred to herein as  the “First Amendment Effective Date”):    (a) receipt by the Administrative Agent and the FILO Agent of this Amendment, duly  authorized and executed by the Loan Parties, the Administrative Agent, the FILO Agent and the Lenders  party hereto;    (b) receipt by the Administrative Agent and the FILO Agent of each of the following:  (i) the Amended and Restated Security Agreement, duly authorized and executed by the Grantors (as  defined therein) party thereto and the Administrative Agent, (ii) the Amended and Restated Canadian  Security Agreement, duly authorized and executed by the Grantors (as defined therein) party thereto and  the Administrative Agent, (iii) the Confirmation Agreement, duly authorized and executed by the Loan  Parties party thereto and the Administrative Agent, (iv) the First Amendment Fee Letter, duly authorized  and executed by the Company and the Administrative Agent and (v) each Intellectual Property Security  Agreement, in each case, in form and substance reasonably acceptable to the Administrative Agent and  suitable for filing in the United States Patent and Trademark Office, United Stated Copyright Office and/or  Canadian Intellectual Property Office (or other applicable office or agency) and duly authorized and  executed by such Loan Party and the Administrative Agent;  (c) receipt by the Administrative Agent and the FILO Agent of (i) a Borrowing Base  Certificate dated as of the First Amendment Effective Date (ii) the Tiger Appraisal and the Hilco Appraisal  and (iii) an executed copy of the engagement letter with Berkeley Research Group;  (d) receipt by the FILO Agent of the FILO Fee Letter, duly authorized and executed  by the Company and the FILO Agent;  (e) receipt by the Administrative Agent and the FILO Agent of such certificates of  resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each  Loan Party as the Administrative Agent may require evidencing (A) the authority of each Loan Party to  enter into this Amendment and the other Loan Documents to which such Loan Party is a party and (B) the  identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible  Officer in connection with this Amendment and the other Loan Documents to which such Loan Party is a  party;   (f) receipt by the Administrative Agent and the FILO Agent of copies of each Loan  Party’s organization documents and such other documents and certificates as the Administrative Agent or  the FILO Agent may reasonably require to evidence that each Loan Party is validly existing, in good  standing and qualified to engage in business in each jurisdiction where its ownership, lease or operation of  





 






4  properties or the conduct of its business requires such qualification, except to the extent that failure to so  qualify in such jurisdiction could not reasonably be expected to have a Material Adverse Effect;  (g) receipt by the Administrative Agent and the FILO Agent of a favorable opinion of  (i) Kirkland & Ellis LLP, counsel to the Loan Parties, (ii) Genova Burns LLC, special New Jersey counsel  to the Loan Parties, (iii) Waller Lansden Dortch & Davis, LLP, special Tennessee counsel to the Loan  Parties, (iv) Burnet, Duckworth & Palmer LLP, special Alberta counsel to the Loan Parties, (v) Baker &  McKenzie LLP, special Ontario counsel to the Loan Parties, and (vi) Farris LLP, special British Columbia  counsel to the Loan Parties, in each case, addressed to the Administrative Agent, the FILO Agent and each  Lender, as to such matters concerning the Loan Parties and the Loan Documents as the Administrative  Agent or the FILO Agent may reasonably request;  (h) receipt by the Administrative Agent and the FILO Agent of results of recent lien  searches in each jurisdiction reasonably requested by the Administrative Agent or the FILO Agent, and  such searches shall reveal no Liens on any of the assets of the Loan Parties except for Liens permitted by  Section 6.02 of the ABL Credit Agreement;  (i) all fees payable pursuant to the First Amendment Fee Letter that are due and  payable on or prior to the First Amendment Effective Date shall have been paid in full by the Borrowers in  accordance with the terms thereof;  (j) receipt by the Administrative Agent, the FILO Agent and/or the Lenders, as  applicable, of all fees, expenses and other amounts due and payable on or prior to the First Amendment  Effective Date pursuant to this Amendment, the ABL Credit Agreement or any other Loan Document,  including, to the extent invoiced no later than one (1) day prior to the First Amendment Effective Date,  reimbursement or payment of all reasonable and documented out of pocket expenses (including legal fees  and expenses of the Administrative Agent and the FILO Agent) required to be reimbursed or paid by the  Borrowers pursuant to this Amendment, the ABL Credit Agreement or any other Loan Document; provided,  however, that any such fees, expenses or other amounts due and payable to the FILO Agent may instead be  paid after the First Amendment Effective Date but on or prior to the First Amendment Funding Date to the  extent agreed to by the FILO Agent;   (k) the accuracy of the representations and warranties contained in Section 6 hereof;   (l) receipt by the Administrative Agent and the FILO Agent of (i) all documentation  and other information regarding the Borrowers requested in connection with applicable “know your  customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act and the  Proceeds of Crime Act, at least five (5) days prior to the First Amendment Effective Date, to the extent  requested in writing of the Borrowers at least five (5) days prior to the First Amendment Effective Date,  and (ii) to the extent any Borrower qualifies as a “legal entity customer” under the Beneficial Ownership  Regulation, at least five (5) days prior to the First Amendment Effective Date, any Lender that has  requested, in a written notice to the Borrowers at least five (5) days prior to the First Amendment Effective  Date, a Beneficial Ownership Certification in relation to each Borrower shall have received such Beneficial  Ownership Certification (provided that, upon the execution and delivery by such Lender of its signature  page to this Amendment, the condition set forth in this clause (l) shall be deemed to be satisfied);  (m) receipt by the Administrative Agent and the FILO Agent of a certificate, signed by  a Financial Officer of the Company, dated as of the First Amendment Effective Date (i) stating that, except  as set forth in Section 11 below, no Default has occurred and is continuing and (ii) stating that the  representations and warranties contained in the Loan Documents are true and correct as of the First  Amendment Effective Date;  





 






5  (n) receipt by the Administrative Agent and the FILO Agent of a solvency certificate  signed by a Financial Officer of the Company, dated as of the First Amendment Effective Date; and  (o) subject to those items explicitly identified in Schedule 5.15 to the ABL Credit  Agreement, each document (including any UCC or PPSA financing statement) required by the Collateral  Documents or under law or reasonably requested by the Administrative Agent or the FILO Agent to be  filed, registered or recorded in order to create in favor of the Administrative Agent, for the benefit of itself,  the applicable Lenders and the other Secured Parties, a perfected Lien on the Collateral described therein,  in accordance with this Amendment, the ABL Credit Agreement and the other Loan Documents, and shall  be in proper form for filing, registration or recordation.  5. Conditions to First Amendment Funding Date.  The effectiveness of the First Amendment  Funding Date is subject to the satisfaction (or waiver by the Required FILO Lenders and, with respect to  clause (e) below, the Required Lenders) of each of the following conditions precedent (the date on which  such conditions are satisfied being referred to herein as the “First Amendment Funding Date”):    (a) all fees payable pursuant to the FILO Fee Letter that are due and payable on or  prior to the First Amendment Funding Date shall have been or will be paid in full by the Borrowers in  accordance with the terms thereof;  (b) receipt by the FILO Agent of a written Borrowing Request for a FILO Term Loan  Borrowing in accordance with Section 2.03 of the ABL Credit Agreement;   (c) the accuracy of the representations and warranties contained in Section 6 hereof;   (d) receipt by the FILO Agent of a solvency certificate signed by a Financial Officer  of the Company, dated as of the First Amendment Funding Date; and  (e) after giving effect to the transactions contemplated by the First Amendment  including the transactions contemplated to occur on the First Amendment Funding Date, the sum of (i) cash  and cash equivalents of the Company and its Subsidiaries and (ii) Availability shall not be less than  $775,000,000.    6. Representations and Warranties.  To induce the Administrative Agent, the FILO Agent and the  Lenders party hereto to enter into this Amendment, each Loan Party represents and warrants to the  Administrative Agent, the FILO Agent and such Lenders that, immediately prior to and immediately after  giving effect to this Amendment, and on the First Amendment Funding Date, immediately prior to and  immediately after giving effect to the First Amendment Funding Date:  (a) Except as set forth in Section 11 below, no Default or Event of Default has  occurred and is continuing or would immediately result from the consummation of the transactions  contemplated by this Amendment;  (b) all representations and warranties contained in the ABL Credit Agreement and in  the other Loan Documents shall be true and correct in all material respects on and as of the First Amendment  Effective Date and the First Amendment Funding Date with the same effect as though such representations  and warranties had been made on the First Amendment Effective Date or the First Amendment Funding  Date, as applicable (except to the extent such representations and warranties expressly relate to an earlier  date, in which case such representations and warranties shall have been true and correct in all material  respects (without duplication of any materiality qualifiers set forth therein) as of such earlier date);  





 






6  (c) each Loan Party has the power and authority, and the legal right, to make, deliver  and perform under this Amendment, the ABL Credit Agreement, and other Loan Documents executed as  of the date hereof to which it is a party; and each Loan Party has taken all necessary organizational action  to authorize the execution, delivery and performance of this Amendment, the ABL Credit Agreement and  other Loan Documents executed as of the date hereof to which it is a party.  This Amendment has been duly  executed and delivered on behalf of each Loan Party party hereto. This Amendment, the ABL Credit  Agreement and each other Loan Document executed as of the date hereof constitutes, a legal, valid and  binding obligation of each Loan Party party hereto or thereto, enforceable against each such Loan Party in  accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency,  reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by  general equitable principles (whether enforcement is sought by proceedings in equity or at law);  (d) no governmental approval or consent or authorization of, filing with, notice to or  other act by or in respect of, any other Person is required in connection with the execution, delivery or  performance by, or enforcement against, any Loan Party of this Amendment, the ABL Credit Agreement  or any other Loan Document executed as of the date hereof, except such governmental approvals, consents,  authorizations, filings and notices that have been obtained or made and are in full force and effect; and  (e) the execution, delivery and performance of this Amendment, the ABL Credit  Agreement or any other Loan Document executed as of the date hereof (i) will not violate any Requirement  of Law applicable to any Loan Party or any Subsidiary, (ii) will not violate or result in a default under any  indenture (including the indenture governing the Senior Notes), or other material agreement or instrument  binding upon any Loan Party or any Subsidiary or the assets of any Loan Party or any Subsidiary, or give  rise to a right thereunder to require any payment to be made by any Loan Party or any Subsidiary, and (iii)  will not result in the creation or imposition of, or the requirement to create, any Lien on any asset of any  Loan Party or any Subsidiary (including Liens securing the Senior Notes), except Liens created pursuant to  the Loan Documents.  7. Loan Document. This Amendment shall be deemed to be a Loan Document as defined in the ABL  Credit Agreement.  8. Severability.  In the event any one or more of the provisions contained in this Amendment or in  any other Loan Document should be held invalid, illegal or unenforceable in any respect, the validity,  legality and enforceability of the remaining provisions contained herein and therein shall not in any way be  affected or impaired thereby (it being understood that the invalidity of a particular provision in a particular  jurisdiction shall not in and of itself affect the validity of such provision in any other jurisdiction).  The  parties shall endeavor in good faith negotiations to replace the invalid, illegal or unenforceable provisions  with valid provisions the economic effect of which comes as close as possible to that of the invalid, illegal  or unenforceable provisions.  9. References. Any reference to the Existing ABL Credit Agreement contained in any other  document, instrument or agreement executed in connection with the Existing ABL Credit Agreement,  including, without limitation, any Loan Document, shall be deemed to be a reference to the ABL Credit  Agreement.    10. 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, and shall become effective as provided in Section 9.06 of the ABL Credit  Agreement.  Delivery of an executed signature page to this Amendment by facsimile transmission or other  electronic means shall be as effective as delivery of a manually signed counterpart of this Amendment.  





 






7  11. Waiver of Certain Defaults.  Certain Defaults and Events of Default may have occurred and may  be continuing under the Credit Agreement in respect of (a) Section 5.15 of the Existing ABL Credit  Agreement as a result of the Loan Parties’ failure to deliver to the Administrative Agent Deposit Account  Control Agreements or Securities Account Control Agreements within thirty (30) days of the effective date  of the Existing ABL Credit Agreement pursuant to Schedule 5.15 of the Existing ABL Credit Agreement  and (b) Section 5.07(c) of the Existing ABL Credit Agreement as a result of the Loan Parties’ failure to  comply with the covenant set forth in Section 5.07(c) of the Credit Agreement (collectively, the “Existing  Defaults”). The Administrative Agent and the Required Lenders hereby agree to waive the Existing  Defaults.  Except as set forth in this Section 10, nothing contained herein shall be deemed or construed to  constitute a waiver of any Default or Event of Default that has occurred or exists under the Existing ABL  Credit Agreement (and as amended by this Amendment) or any of the other Loan Documents, a waiver of  any Default or Event of Default that hereafter may occur under the ABL Credit Agreement or any of the  other Loan Documents, a waiver of compliance with any term or condition contained in the ABL Credit  Agreement or any of the other Loan Documents or constitute a course of conduct or dealing among the  parties hereto and to the ABL Credit Agreement.  Except as expressly set forth herein, the Administrative  Agent, the FILO Agent and the Lenders reserve all rights, privileges and remedies under the Loan  Documents.  Except as amended hereby, the Existing ABL Credit Agreement and other Loan Documents  remain unmodified and in full force and effect.    12. Reaffirmation.  Each Loan Party, as a debtor, grantor, pledgor, guarantor or assignor, or in any  similar capacity in which it has granted Liens or acted as a Guarantor, as the case may be, hereby ratifies,  confirms and reaffirms its liabilities, its payment and performance obligations (contingent or otherwise)  and its agreements under the ABL Credit Agreement and the other Loan Documents to the extent such Loan  Party is a party thereto, all as amended by this Amendment, and the Liens and security interests granted,  created and perfected thereby, and acknowledges that other than as specifically set forth herein, none of the  Administrative Agent, the FILO Agent or any Lender waives, diminishes or limits any term or condition  contained in the ABL Credit Agreement or any other Loan Document.  This Amendment contains the entire  agreement among the parties hereto contemplated by this Amendment.  The Loan Parties confirm and agree  that the Existing ABL Credit Agreement and the other Loan Documents and each and every covenant,  condition, obligation and provision set forth therein and as amended hereby are, and shall continue to be,  in full force and effect and are hereby confirmed, reaffirmed and ratified in all respects.  13. Successors and Assigns.  The provisions of this Amendment shall be binding upon and inure to  the benefit of the parties hereto and their respective successors and assigns; provided that the Borrowers  and the other Loan Parties may not assign or otherwise transfer any of their respective rights or obligations  hereunder.  Notwithstanding any notice or consent requirement in the ABL Credit Agreement to the  contrary, each of the parties hereto hereby consents to any assignment by MUFG Union Bank, N.A. of its  Commitments and Loans to its Affiliate, MUFG Bank, Ltd., which assignment shall otherwise be  documented in accordance with the terms hereof.  14. Further Assurance.  Each of the Loan Parties hereby agrees from time to time, as and when  reasonably requested by the Administrative Agent or Lenders, to execute and deliver or cause to be executed  and delivered, all such documents, instruments and agreements and to take or cause to be taken such further  or other action as the Administrative Agent or Lenders may reasonably deem necessary or desirable in order  to carry out the intent and purposes of this Amendment, the ABL Credit Agreement and the other Loan  Documents in each case in accordance with the ABL Credit Agreement.  15. GOVERNING LAW; SUBMISSION TO JURISDICTION; VENUE; WAIVER OF JURY  TRIAL.  The terms and provisions of Sections 9.09 and 9.10 of the ABL Credit Agreement are incorporated  herein by reference and shall apply to this Amendment, mutatis mutandis.  





 






8  [signature page follows] 





 






  [Signature Page to First Amendment to Amended and Restated Credit Agreement]  IN WITNESS WHEREOF, the undersigned have executed this Amendment as of the date set forth  above.    BORROWERS:    BED BATH & BEYOND INC.,   a New York corporation      By: /s/ Gustavo Arnal   Name: Gustavo Arnal  Title: Chief Financial Officer      BUY BUY BABY, INC.,      a Delaware corporation  DECORIST, LLC,     a Delaware limited liability company  HARMON STORES, INC.,     a Delaware corporation      By: /s/ Gustavo Arnal   Name: Gustavo Arnal  Title: Chief Financial Officer      BED BATH & BEYOND OF CALIFORNIA  LIMITED LIABILITY COMPANY,   a Delaware limited liability company    By: Liberty Procurement Co. Inc.  Its: Sole Member      By: /s/ Gustavo Arnal   Name: Gustavo Arnal  Title: Chief Financial Officer      





 






  [Signature Page to First Amendment to Amended and Restated Credit Agreement]  BED BATH & BEYOND CANADA L.P.,   an Ontario limited partnership    By: BBB Canada Ltd.  Its: General Partner      By: /s/ Gustavo Arnal   Name: Gustavo Arnal  Title: Chief Financial Officer        





 






  [Signature Page to First Amendment to Amended and Restated Credit Agreement]  OTHER LOAN PARTIES:    BBB CANADA LP INC.,      a Delaware corporation  BBB VALUE SERVICES INC.,      a Tennessee corporation  BBBY MANAGEMENT CORPORATION,      a New Jersey corporation  BED ‘N BATH STORES INC.,      a New Jersey corporation  LIBERTY PROCUREMENT CO. INC.,      a New York corporation      By: /s/ Gustavo Arnal   Name: Gustavo Arnal  Title: Chief Financial Officer      BBYCF LLC,      a Delaware limited liability company  BBBYTF LLC,      a Delaware limited liability company  BWAO LLC,      a Delaware limited liability company  CHEF C HOLDINGS LLC,      a Delaware limited liability company    By: Bed Bath & Beyond Inc.  Their: Sole Member      By: /s/ Gustavo Arnal   Name: Gustavo Arnal  Title: Chief Financial Officer    





 






  [Signature Page to First Amendment to Amended and Restated Credit Agreement]  BBB CANADA LTD.,   a Canadian federal corporation      By: /s/ Gustavo Arnal   Name: Gustavo Arnal  Title: Chief Financial Officer        





 






  [Signature Page to First Amendment to Amended and Restated Credit Agreement]  JPMORGAN CHASE BANK, N.A., individually and  as Administrative Agent      By: /s/ Devin Roccisano   Name: Devin Roccisano  Title: Executive Director      





 






  [Signature Page to First Amendment to Amended and Restated Credit Agreement]  JPMORGAN CHASE BANK, N.A., as a Lender      By: /s/ Devin Roccisano   Name: Devin Roccisano  Title: Executive Director      





 






  [Signature Page to First Amendment to Amended and Restated Credit Agreement]  JPMORGAN CHASE BANK, N.A., TORONTO  BRANCH, individually      By: /s/ Auggie Marchetti   Name: Auggie Marchetti  Title: Authorized Officer      





 






  [Signature Page to First Amendment to Amended and Restated Credit Agreement]  JPMORGAN CHASE BANK, N.A., TORONTO  BRANCH, as a Lender      By: /s/ Auggie Marchetti   Name: Auggie Marchetti  Title: Authorized Officer      





 






  [Signature Page to First Amendment to Amended and Restated Credit Agreement]  PNC BANK, NATIONAL ASSOCIATION, as a  Lender      By: /s/ Ralph Mielnik   Name: Ralph Mielnik  Title: Assistant Vice President        





 






  [Signature Page to First Amendment to Amended and Restated Credit Agreement]  WELLS FARGO BANK, NATIONAL  ASSOCIATION, as a Lender      By: /s/ Chanda Ruff   Name: Chanda Ruff  Title: Vice President        





 






  [Signature Page to First Amendment to Amended and Restated Credit Agreement]  WELLS FARGO CAPITAL FINANCE  CORPORATION CANADA, as a Lender      By: /s/ Carmela Massari   Name: Carmela Massari  Title: Senior Vice President        





 






  [Signature Page to First Amendment to Amended and Restated Credit Agreement]  BANK OF MONTREAL, as a Lender      By: /s/ Helen Alvarez-Hernandez   Name: Helen Alvarez-Hernandez  Title: Managing Director      By: /s/ Joseph Basa   Name: Joseph Basa  Title: Assistant Vice President, CHICAGO BRANCH        





 






  [Signature Page to First Amendment to Amended and Restated Credit Agreement]  BANK OF AMERICA, N.A., as a Lender      By: /s/ Bryn MacGillivray   Name: Bryn MacGillivray  Title: Assistant Vice President        





 






  [Signature Page to First Amendment to Amended and Restated Credit Agreement]  BANK OF AMERICA, N.A. (acting through its  Canada Branch), as a Lender      By: /s/ Sylwia Durkiewicz   Name: Sylwia Durkiewicz  Title: Vice President        





 






  [Signature Page to First Amendment to Amended and Restated Credit Agreement]  MUFG UNION BANK, N.A., as a Lender      By: /s/ Thomas Kainamura   Name: Thomas Kainamura  Title: Director        





 






  [Signature Page to First Amendment to Amended and Restated Credit Agreement]  TD BANK, N.A., as a Lender      By: /s/ Antimo Barbieri   Name: Antimo Barbieri  Title: Vice President        





 






  [Signature Page to First Amendment to Amended and Restated Credit Agreement]  CAPITAL ONE, NATIONAL ASSOCIATION, as a  Lender      By: /s/ Anand Sekaran   Name: Anand Sekaran  Title: Duly Authorized Signatory        





 






  [Signature Page to First Amendment to Amended and Restated Credit Agreement]  TRUIST BANK, as a Lender      By: /s/ Cathleen Marston   Name: Cathleen Marston  Title: Vice President        





 






  [Signature Page to First Amendment to Amended and Restated Credit Agreement]  GOLDMAN SACHS BANK USA, as a Lender      By: /s/ Dan Starr   Name: Dan Starr  Title: Authorized Signatory        





 






  [Signature Page to First Amendment to Amended and Restated Credit Agreement]  WEBSTER BUSINESS CREDIT, A DIVISION OF  WEBSTER BANK N.A., SUCCESSOR IN  INTEREST TO WEBSTER BUSINESS CREDIT  CORPORATION, as a Lender      By: /s/ Gordon Massave   Name: Gordon Massave  Title: Senior Vice President        





 






  [Signature Page to First Amendment to Amended and Restated Credit Agreement]  SIXTH STREET SPECIALTY LENDING, INC., as  FILO Agent      By: /s/ Bo Stanley   Name: Bo Stanley  Title: President        





 






  [Signature Page to First Amendment to Amended and Restated Credit Agreement]  SIXTH STREET SPECIALTY LENDING, INC., as a  FILO Term Loan Lender      By: /s/ Bo Stanley   Name: Bo Stanley  Title: President        SIXTH STREET LENDING PARTNERS., as a FILO  Term Loan Lender      By: /s/ Bo Stanley   Name: Bo Stanley  Title: Vice President        





 






  [Signature Page to First Amendment to Amended and Restated Credit Agreement]  TAO TALENTS, LLC, as a FILO Term Loan Lender      By: /s/ Joshua Peck   Name: Joshua Peck  Title: Vice President