Aebi Schmidt Holding AG – Credit Agreements Watch

from 8-K 4 pages Second Amended and Restated Loan Agreement Dated June 26, 2025 (This “Loan Agreement”) Between

from 8-K 4 pages Second Amended and Restated Loan Agreement Dated June 26, 2025 (This “Loan Agreement”) Between

from 8-K 4 pages Second Amended and Restated Loan Agreement Dated June 26, 2025 (This “Loan Agreement”) Between

from 8-K 4 pages Second Amended and Restated Loan Agreement Dated June 26, 2025 (This “Loan Agreement”) Between

from 8-K 277 pages Credit Facilities Agreement Dated 10 March 2025 Between Aebi Schmidt Holding AG Schulstrasse 4, 8500 Frauenfeld, Switzerland (Hereinafter: Company and Original Borrower and Original Guarantor) and the Entities Listed in Part I of Schedule 1 (The Original Parties) as Original Obligors and Ubs Switzerland AG Bahnhofstrasse 45, 8001 Zurich, Switzerland (Hereinafter: Mandated Lead Arranger and Agent and Security Agent and Original Lender) and Zürcher Kantonalbank Bahnhofstrasse 9, 8001 Zurich, Switzerland (Hereinafter: Lead Arranger and Original Lender) and the Entities Listed in Part II of Schedule 1 (The Original Parties) as Original Lenders Regarding Usd 600,000,000 Term Loan and Revolving Credit Facilities

from S-4 24 pages Recitals (A) Pursuant to the Facilities Agreement, the Original Lenders Have Agreed to Make Available to the Original Borrowers Credit Facilities in the Aggregate Amount of Usd 600,000,000. (B) the Subordinated Lender Is a Shareholder of the Company

from S-4 4 pages Second Amended and Restated Loan Agreement Dated [●] 2025 (This “Loan Agreement”) Between

from S-4 277 pages Clause Page 1. Definitions and Interpretation 11 1.1 Definitions 11 1.2 Construction 51 1.3 Restricted Finance Party/Obligor 54 1.4 German Terms 55 1.5 Currency Symbols and Definitions 55 1.6 Divisions 55 1.7 Rates 56 2. the Facilities 56 2.1 the Facilities 56 2.2 Increase 56 2.3 Finance Parties’ Rights and Obligations 58 2.4 Lenders’ Status 59 2.5 Obligors’ Agent 59 3. Purpose 60 3.1 Purpose 60 3.2 Monitoring 61 4. Conditions of Utilisation 61 4.1 Initial Conditions Precedent 61 4.2 Further Conditions Precedent 61 4.3 Conditions Relating to Optional Currencies 61 4.4 Maximum Number of Loans 62 4.5 Utilisations During the Certain Funds Period 62 5. Utilisation 63 5.1 Delivery of a Utilisation Request 63 5.2 Completion of a Utilisation Request 63 5.3 Currency and Amount 64 5.4 Lenders’ Participation 65 5.5 Limitations on Utilisations 65 5.6 Balancing Payments 65 5.7 Cancellation of Commitment 66 6. Optional Currencies 66 6.1 Selection of Currency 66 6.2 Unavailability of a Currency 66 6.3 Agent’s Calculations 66 7. Ancillary Facilities 66 7.1 Type of Facility 66 7.2 Availability 67 7.3 Terms of Ancillary Facilities 68 7.4 Repayment of Ancillary Facility 69 7.5 Roll-In of Existing Guarantee 69 Credit Facilities Agreement – Project Badger 2