0001558370-22-003779 Sample Contracts

REVOLVING LOAN EXCHANGE AND PREPAYMENT AGREEMENT
Exchange and Prepayment Agreement • March 16th, 2022 • Exela Technologies, Inc. • Services-business services, nec • New York

This REVOLVING LOAN EXCHANGE AND PREPAYMENT AGREEMENT (this “Agreement”) is made as of March 7, 2022 by and among Exela Intermediate Holdings, LLC, a Delaware limited liability company (“Holdings”), Exela Intermediate LLC, a Delaware limited liability company (the “Company”), and the parties set forth on the signature pages hereto (each, a “Lender” and collectively, the “Lenders”).

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FOURTH AMENDMENT TO FIRST LIEN CREDIT AGREEMENT
First Lien Credit Agreement • March 16th, 2022 • Exela Technologies, Inc. • Services-business services, nec • New York

This FOURTH AMENDMENT TO FIRST LIEN CREDIT AGREEMENT (this “Agreement”), dated as of December 9, 2021, and executed this 9th day of December, 2021, is made by and among EXELA INTERMEDIATE HOLDINGS LLC, a Delaware limited liability company (“Holdings”), EXELA INTERMEDIATE LLC, a Delaware limited liability company (the “Borrower”), and the Lenders party hereto (the “Lenders”).

11.500% FIRST-PRIORITY SENIOR SECURED NOTES DUE 2026
Exela Technologies, Inc. • March 16th, 2022 • Services-business services, nec • New York

INDENTURE, dated as of December 9, 2021 (as amended, supplemented or otherwise modified from time to time, this “Indenture”), by and among EXELA INTERMEDIATE LLC, a Delaware limited liability company (the “Company”), EXELA FINANCE INC., a Delaware corporation (the “Co-Issuer” and, together with Company, the “Issuers”), the Subsidiary Guarantors (as defined below) party hereto from time to time and U.S. Bank National Association, as trustee (the “Trustee”).

SECOND SUPPLEMENTAL INDENTURE
Second Supplemental Indenture • March 16th, 2022 • Exela Technologies, Inc. • Services-business services, nec • New York

THIS SECOND SUPPLEMENTAL INDENTURE, dated as of February 24, 2022 (this “Second Supplemental Indenture”), by and among EXELA INTERMEDIATE LLC, a Delaware limited liability company (the “Company”), EXELA FINANCE INC., a Delaware corporation (the “Co-Issuer” and, together with the Company, the “Issuers”), and U.S. BANK TRUST COMPANY NATIONAL ASSOCIATION as trustee (as the successor to U.S. Bank National Association as trustee under the indenture referred to below)(the “Trustee”). Capitalized terms used herein without definitions shall have the meaning assigned to them in the Indenture (as defined below).

FIRST SUPPLEMENTAL INDENTURE
First Supplemental Indenture • March 16th, 2022 • Exela Technologies, Inc. • Services-business services, nec • New York

THIS FIRST SUPPLEMENTAL INDENTURE, dated as of December 20, 2021 (this “First Supplemental Indenture”), by and among EXELA INTERMEDIATE LLC, a Delaware limited liability company (the “Company”), EXELA FINANCE INC., a Delaware corporation (the “Co-Issuer” and, together with the Company, the “Issuers”), and U.S. BANK NATIONAL ASSOCIATION, as trustee under the indenture referred to below (the “Trustee”). Capitalized terms used herein without definitions shall have the meaning assigned to them in the Indenture (as defined below).

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