Amendment to the Convertible Notes Condition to the Obligations of the Consenting Noteholders. The obligations of each Consenting Noteholder to consummate the Transaction contemplated hereby shall be subject to (unless waived or amended in accordance with the following sentence in this Section 14(b)) the satisfaction of the following condition prior to or at the closing of the Transaction: (1) $600.0 million principal amount of Convertible Notes are amended to receive a first-priority lien on the Collateral (as defined in the Amended Offering Memorandum) that is pari passu in all respects with the Credit Agreement Facility, the Existing First Lien Notes and the New First Lien Notes (subject to the terms of the Intercreditor Agreement) and the full $600.0 million principal amount is due on May 1, 2026 with no springing maturities or put rights on behalf of the holders thereof and (2) the Company shall have performed and complied with its covenants and agreements contained in Section 14(a) hereof, WHICH SHALL BE DETERMINED BY THE REQUIRED HOLDERS IN THEIR SOLE DISCRETION. The condition set forth in the first sentence of this Section 14(b) may only be waived or amended in whole or in part with respect to all Consenting Noteholders by a written instrument executed by Consenting Noteholders holding at least 90% of the aggregate Restricted Debt Holdings, as of the date on which the consent or approval is solicited, in their sole discretion, and if so waived, all Consenting Noteholders shall be bound by such waiver or amendment. THE DETERMINATION AS TO WHETHER THE COMPANY HAS COMPLIED WITH THE COVENANT IN SECTION 14(a) AND THE CONDITION IN CLAUSE (1) OF THE FIRST SENTENCE OF THIS SECTION 14(b) SHALL BE DETERMINED BY EACH CONSENTING NOTEHOLDER IN ITS SOLE AND ABSOLUTE DISCRETION. [Signature Page Follows]
