Mister Car Wash (MCW) 8-KEntry into a Material Definitive Agreement

AMENDMENT NO. 6 TO AMENDED AND RESTATED FIRST LIEN CREDIT AGREEMENT

This AMENDMENT NO. 6 TO AMENDED AND RESTATED FIRST LIEN CREDIT AGREEMENT, dated as of November 26, 2024 (this “Sixth Amendment”), is entered into among MISTER CAR WASH HOLDINGS, INC., a Delaware corporation (the “Borrower”), HOTSHINE INTERMEDIATECO, INC., a Delaware corporation (“Holdings”), the other Guarantors party hereto, BANK OF AMERICA, N.A., as the administrative agent (in such capacity, together with its successors and permitted assigns in such capacity, the “Administrative Agent”) and collateral agent (in such capacity, together with its successors and permitted assigns in such capacity, the “Collateral Agent”) under the Credit Agreement referred to below, each of the Term Loan Lenders party hereto, each of the Revolving Lenders party hereto, and the other parties party hereto. Unless otherwise indicated, all capitalized terms used herein and not otherwise defined shall have the respective meanings provided such terms in the Amended Credit Agreement referred to below.

PRELIMINARY STATEMENTS

WHEREAS, the Borrower, Holdings, the Lenders from time to time party thereto, BANK OF AMERICA, N.A., as Administrative Agent and Collateral Agent, are party to that certain Amended and Restated First Lien Credit Agreement, dated as of May 14, 2019 (as amended by that certain Amendment No. 1 to Amended and Restated First Lien Credit Agreement, dated as of February 5, 2020, that certain Amendment No. 2 to Amended and Restated First Lien Credit Agreement, dated as of June 4, 2021, that certain Amendment No. 3 to Amended and Restated Credit Agreement, dated as of December 8, 2021, that certain Amendment No. 4 to Amended and Restated Credit Agreement, dated as of December 12, 2021, and that certain Amendment No. 5 to Amended and Restated Credit Agreement, dated as of March 27, 2024 and as further amended, restated, amended and restated, supplemented or otherwise modified from time to time prior to the date hereof, the “Existing Credit Agreement”; the Existing Credit Agreement as amended by this Sixth Amendment, the “Amended Credit Agreement”);

WHEREAS, the Borrower has requested that the Existing Credit Agreement be amended to (a) reduce the Applicable Rate applicable to the Term Loans and Revolving Loans and (b) make certain other related amendments and modifications to the Existing Credit Agreement, in each case, as set forth herein (clauses (a) and (b) collectively, the “Repricing Amendments”);

WHEREAS, in connection with the Repricing Amendments, to the extent any Term Loan Lender holding Term Loans (the “Existing Term Lender”) does not consent to this Sixth Amendment (including the Repricing Amendments), the Borrower shall refinance and/or replace such Term Loan Lender with certain lenders who agree to provide a Refinancing Term Commitment pursuant to and in accordance with the terms of the Existing Credit Agreement (such Term Loan Lenders to the extent they provide such a Refinancing Term Commitment, the “Sixth Amendment Refinancing Term Lenders” and the Lenders party to the Existing Credit Agreement who consent to this Sixth Amendment, to the extent of their Term Loans held immediately prior to this Sixth Amendment, the “Rollover Term Lenders” and together with the Sixth Amendment Refinancing Term Lenders, the “2024-2 Refinancing Term Loan Lenders”);

WHEREAS, upon the effectiveness of this Sixth Amendment, each Existing Term Lender that shall have executed and delivered a signature page to the consent to this Sixth Amendment, substantially in the form of Exhibit B hereto (the “Consent”) under the “Consent and Convert (Cashless Roll Option)” shall be deemed to have converted all (or such lesser amount allocated to such Existing Term Lender by the Joint Lead Arrangers (as defined below) of its Existing Term Loans (as defined below) (which Existing Term Loans shall thereafter no longer be deemed to be outstanding) into Sixth Amendment Refinancing Term Loans under the Amended Credit Agreement in the same aggregate principal amount as such Rollover Term

Lender’s Existing Term Loans (or such lesser amount allocated to such Rollover Term Lender by the Joint Lead Arrangers);

WHEREAS, upon the effectiveness of this Sixth Amendment, (i) each Existing Term Lender that shall have executed and delivered a Consent under the “Consent and Reallocation (Assignment Settlement Option)” and each Existing Term Lender that shall not have executed a Consent hereto (collectively, the “Non-Rollover Term Lenders”), shall be repaid in full, and the Administrative Agent shall pay to such Existing Lender all accrued and unpaid interest on the Existing Term Loans held by it to, but not including, the Sixth Amendment Effective Date and (ii) each Sixth Amendment Refinancing Term Lender with a Sixth Amendment Refinancing Term Commitment (as defined below) shall make a Sixth Amendment Refinancing Term Loan to the Borrower in a principal amount equal to its Sixth Amendment Refinancing Term Commitment;

WHEREAS, the Borrower has requested, and each of the 2024-2 Refinancing Term Loan Lenders and the Administrative Agent have agreed, among other things, (a) in the case of Rollover Term Lenders holding Term Loans, to permit an aggregate principal amount of term loans equal to the aggregate principal amount of Term Loans held by such Rollover Term Lenders under the Existing Credit Agreement to be rolled over and deemed outstanding as Term Loans of such Rollover Term Lenders on the Sixth Amendment Effective Date under the Amended Credit Agreement (the “Rollover Term Loans”; and the Commitments in respect thereof, the “Rollover Term Commitments”) and (b) in the case of the Sixth Amendment Refinancing Term Lenders, to provide one or more Refinancing Term Commitments as set forth on Schedule 2.01 attached hereto as Annex 1 to be funded as Refinancing Term Loans (the “Sixth Amendment Refinancing Term Loans”, and together with the Rollover Term Loans, the “2024-2 Refinancing Term Loans” and the Commitments in respect thereof, the “Sixth Amendment Refinancing Term Commitments”, and together with the Rollover Term Commitments, the “2024-2 Refinancing Term Commitments”), in each case, on the Sixth Amendment Effective Date under the Amended Credit Agreement to refinance Term Loans (as defined in the Existing Credit Agreement) under the Existing Credit Agreement;

WHEREAS, the proceeds of the 2024-2 Refinancing Term Loans incurred on the Sixth Amendment Effective Date shall be used (a) to repay a portion of the outstanding principal amount of Term Loans (as defined in the Existing Credit Agreement) on the Sixth Amendment Effective Date and pay the unpaid interest accrued upon such outstanding Term Loans, if any, as well as any other amounts payable in connection therewith and (b) to pay the Sixth Amendment Transaction Expenses; and

WHEREAS, the Rollover Term Lenders party hereto constitute the “Required Lenders” under the Existing Credit Agreement and the Administrative Agent, the Sixth Amendment Refinancing Term Lenders and the Rollover Term Lenders party hereto are willing on the terms and subject to the conditions set forth below, to enter into the amendments, modifications and agreements set forth in this Sixth Amendment and the Amended Credit Agreement;

NOW, THEREFORE, for good and valuable consideration, the receipt and adequacy of which is acknowledged by each party hereto, it is agreed that:

The rules of construction specified in Sections 1.02 through 1.12 of the Credit Agreement shall apply to this Sixth Amendment, mutatis mutandis, including the terms defined in the preamble and recitals hereto.

Subject to the satisfaction of the conditions set forth in Section 7 hereof:

On and after the Sixth Amendment Effective Date:

The Borrower hereby represents and warrants to the Term Loan Lenders and the Administrative Agent on and as of the Sixth Amendment Effective Date, that:

This Sixth Amendment shall become effective as of the first date (the “Sixth Amendment Effective Date”) when the conditions set forth in this Section 7 shall have been satisfied (or waived by the Term Loan Lenders party hereto) in accordance with the Credit Agreement:

For purposes of determining compliance with the conditions specified in this Section 7, each Lender that has signed this Sixth Amendment shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required under this Section 7 to be consented to or approved by or acceptable or satisfactory to such Lender, unless the Administrative Agent shall have received notice from such Lender prior to the proposed Sixth Amendment Effective Date specifying its objection thereto.

By executing and delivering this Sixth Amendment, (i) the Borrower and each other Loan Party hereby agrees that all Loans shall be guaranteed pursuant to the Guaranty in accordance with the terms and provisions thereof and shall be secured pursuant to the Collateral Documents in accordance with the terms and provisions thereof, and (ii) the Borrower and each other Loan Party hereby (A) reaffirms its prior grant and the validity of the Liens granted by it pursuant to the Collateral Documents, (B) agrees that after giving effect to this Sixth Amendment and the Sixth Amendment Effective Date, the Guaranty and the Liens created pursuant to the Collateral Documents for the benefit of the Secured Parties continue to be in full force and effect, and (C) affirms, acknowledges and confirms its guarantee of obligations and liabilities under the Credit Agreement and each other Loan Document to which it is a party and the pledge of and/or grant of security interest in its assets as Collateral to secure the Obligations under the Credit Agreement, in each case after giving effect to this Sixth Amendment and the Sixth Amendment Effective Date, all as provided in such Loan Documents, and acknowledges and agrees that such guarantee, pledge and/or grant continue in full force and effect in respect of, and to secure, the Obligations under the Credit Agreement and the other Loan Documents, each as amended hereby, in each case after giving effect to this Sixth Amendment and the Sixth Amendment Effective Date.

The Borrower hereby appoints Bank of America, N.A., Goldman Sachs Bank USA, Morgan Stanley Senior Funding, Inc., Wells Fargo Securities, LLC, Fifth Third Bank, National Association, MUFG Bank, Ltd., RBC Capital Markets, Jefferies Finance LLC, BMO Capital Markets Corp., Banco Santander, S.A., New York Branch and U.S. Bank National Association, as the joint lead arrangers in connection with the Sixth Amendment (in such capacities, collectively, the “Joint Lead Arrangers”). The Joint Lead Arrangers shall have no right, power, obligation, liability, responsibility or duty under this Sixth Amendment other than those applicable to all Lenders as such. Without limiting the foregoing, the Joint Lead Arrangers so identified shall not have or be deemed to have any fiduciary relationship with any Lender. Each Lender acknowledges that it has not relied, and will not rely, on any of the Lenders or other Persons so identified in deciding to enter into this Sixth Amendment or in taking or not taking action hereunder.

[Remainder of page intentionally blank; signatures begin next page]

IN WITNESS WHEREOF, the parties hereto have caused their duly authorized officers to execute and deliver this Sixth Amendment as of the date first above written.

MISTER CAR WASH HOLDINGS, INC., as the Borrower

By: /s/ John L. Lai
Name: John L. Lai
Title: President

HOTSHINE INTERMEDIATECO, INC., as Holdings

By: /s/ John L. Lai
Name: John L. Lai
Title: President

CAR WASH PARTNERS, LLC

By: /s/ John L. Lai
Name: John L. Lai
Title: President

CWP ASSET CORP.

By: /s/ John L. Lai
Name: John L. Lai
Title: President

CWPS CORP.

By: /s/ John L. Lai
Name: John L. Lai
Title: President

CWP WEST, LLC

By: /s/ John L. Lai
Name: John L. Lai
Title: President

CWPU CORP.

By: /s/ John L. Lai
Name: John L. Lai
Title: President

CWP MANAGEMENT CORP.

By: /s/ John L. Lai
Name: John L. Lai
Title: President

CAR WASH HEADQUARTERS, LLC

By: /s/ John L. Lai
Name: John L. Lai
Title: President

MCW GC, LLC

By: CAR WASH PARTNERS, INC., its manager

By: /s/ John L. Lai
Name: John L. Lai
Title: President

CWP CALIFORNIA CORP.

By: /s/ John L. Lai
Name: John L. Lai
Title: President

PS ACQUISITION SUB CORP.

By: /s/ John L. Lai
Name: John L. Lai
Title: President

PRIME SHINE, LLC

By: /s/ John L. Lai
Name: John L. Lai
Title: President

SUNSHINE ACQUISITION SUB CORP.

By: /s/ John L. Lai
Name: John L. Lai
Title: President

MDKMH PARTNERS, INC.

By: /s/ John L. Lai
Name: John L. Lai
Title: President

CLEAN STREAK VENTURES, LLC

By: /s/ John L. Lai
Name: John L. Lai
Title: President

CFCW PROPCO NONA, LLC

By: /s/ John L. Lai
Name: John L. Lai
Title: President

BANK OF AMERICA, N.A., as Administrative Agent and Collateral Agent

By: /s/ Melanie Brichant
Name: Melanie Brichant
Title: AVP

BANK OF AMERICA, N.A., as a Sixth Amendment Refinancing Term Lender

By: /s/ Patrick Clifford
Name: Patrick Clifford
Title: Vice President

BANK OF AMERICA, N.A., as a Revolving Lender

By: /s/ Patrick Clifford
Name: Patrick Clifford
Title: Vice President

Goldman Sachs Bank USA, as a Revolving Lender

By: /s/ Priyankush Goswami
Name: Priyankush Goswami
Title: Authorized Signatory

MORGAN STANLEY SENIOR FUNDING, INC., as a Revolving Lender

By: /s/ Gretell Merlo
Name: Gretell Merlo
Title: Vice President

WELLS FARGO BANK, NATIONAL ASSOCIATION, as a Revolving Lender

By: /s/ John Hancey
Name: John Hancey
Title: Senior Vice President

Fifth Third Bank, National Association, as a Revolving Lender

By: /s/ Brian Anderson
Name: Brian Anderson
Title: Executive Director

MUFG BANK, LTD., as a Revolving Lender

By: /s/ Richard Zhang
Name: Richard Zhang
Title: Vice President

Royal Bank of Canada, as a Revolving Lender

By: /s/ Michael Santana-Mondo
Name: Michael Santana-Mondo
Title: Authorized Signatory

BANK OF MONTREAL, as a Revolving Lender

By: /s/ Maggie Donahue
Name: Maggie Donahue
Title: Director

BANCO SANTANDER, S.A., NEW YORK BRANCH, as a Revolving Lender

By: /s/ D. Andrew Maletta
Name: D. Andrew Maletta
Title: Executive Director

By: /s/ Michael Leonardos
Name: Michael Leonardos
Title: Executive Director

U.S. BANK NATIONAL ASSOCIATION, as a Revolving Lender

By: /s/ Ryan Chin
Name: Ryan Chin
Title: Managing Director

WESTERN ALLIANCE BANK, as a Revolving Lender

By: /s/ Roham Medifar
Name: Roham Medifar
Title: Senior Vice President

[LENDER ELECTIONS ON FILE WITH THE ADMINISTRATIVE AGENT]

Schedule I

Schedule 1 to Amendment No. 6: Schedule 2.01 to the Amended Credit Agreement

Rollover Term Commitment

Sixth Amendment Refinancing Term Commitment

Exhibit A
Amended Credit Agreement

[See attached.]

AMENDED AND RESTATED FIRST LIEN CREDIT AGREEMENT

dated as of May 14, 2019,

as amended or otherwise modified by Amendment No. 1 to Amended and Restated First Lien Credit Agreement dated as of February 5, 2021, Amendment No. 2 to Amended and Restated First Lien Credit Agreement, dated as of June 4, 2021, Amendment No. 3 to Amended and Restated First Lien Credit Agreement, dated as of December 8, 2021, Amendment No. 4 to Amended and Restated First Lien Credit Agreement, dated as of December 12, 2022, and Amendment No. 5 to Amended and Restated First Lien Credit Agreement dated as of March 27, 2024, and Amendment No. 6 to Amended and Restated First Lien Credit Agreement dated as of November 26, 2024

by and among

MISTER CAR WASH HOLDINGS, INC.,
as Borrower

HOTSHINE INTERMEDIATECO, INC.,
as Holdings

BANK OF AMERICA, N.A.,
as Administrative Agent and Collateral Agent

and

THE LENDERS PARTY HERETO
________________

Bank of America, N.A., Goldman Sachs Bank USA, Morgan Stanley Senior Funding, Inc., Wells Fargo Securities, LLC, Fifth Third Bank, National Association, MUFG Bank, Ltd., RBC Capital Markets1, Jefferies Finance LLC, BMO Capital Markets Corp., Banco Santander, S.A., New York Branch, and U.S. Bank National Association,

as Joint Lead Arrangers

Bank of America, N.A., Goldman Sachs Bank USA, Morgan Stanley Senior Funding, Inc. and Wells Fargo Securities, LLC,

as Joint Bookrunners

Goldman Sachs Bank USA, Morgan Stanley Senior Funding, Inc., Wells Fargo Securities, LLC, Fifth Third Bank, National Association, MUFG Bank, Ltd., RBC Capital Markets, Jefferies Finance LLC, BMO Capital Markets Corp., Banco Santander, S.A., New York Branch, and U.S. Bank National Association,

as Syndication Agents

ARTICLE I
Definitions and Accounting Terms

SECTION 1.01 Defined Terms 1

SECTION 1.02 Other Interpretive Provisions 8081

SECTION 1.03 Accounting Terms; Accounting Periods; Unrestricted Subsidiaries; Determination of Fair Market Value 82

SECTION 1.04 Rounding 8283

SECTION 1.05 References to Agreements, Laws, Etc. 8283

SECTION 1.06 Times of Day 8283

SECTION 1.07 Available Amount Transactions 83

SECTION 1.08 Pro Forma Calculations; GAAP; Limited Condition Transactions; Basket and Ratio Compliance 83

SECTION 1.09 Additional Alternative Currencies 8788

SECTION 1.10 Currency Equivalents Generally 88

SECTION 1.11 Co-Borrowers 89

SECTION 1.12 Cashless Rollovers; Permitted Debt Exchanges 8990

SECTION 1.13 Amendment and Restatement 90

ARTICLE II
The Commitments and Borrowings

SECTION 2.01 Term Loans 91

SECTION 2.02 Revolving Loans 9293

SECTION 2.03 [Reserved] 9394

SECTION 2.04 Issuance of Letters of Credit and Purchase of Participations Therein 9394

SECTION 2.05 Conversion/Continuation 102103

SECTION 2.06 Availability 103104

SECTION 2.07 Prepayments 103104

SECTION 2.08 Termination or Reduction of Commitments 111112

SECTION 2.09 Repayment of Loans 111112

SECTION 2.10 Interest 112113

SECTION 2.11 Fees 113114

SECTION 2.12 Computation of Interest and Fees 115116

SECTION 2.13 Evidence of Indebtedness 115116

SECTION 2.14 Payments Generally 115116

SECTION 2.15 Sharing of Payments, Etc. 117118

SECTION 2.16 Incremental Borrowings 117118

SECTION 2.17 Refinancing Amendments 121122

SECTION 2.18 Extensions of Loans 122123

SECTION 2.19 Defaulting Lenders 125126

SECTION 2.20 Currency Equivalents 127128

SECTION 2.21 Judgment Currency 128129

ARTICLE III
Taxes, Increased Costs Protection and Illegality

SECTION 3.01 Taxes 128129

SECTION 3.02 Illegality 132133

SECTION 3.03 Inability to Determine Rates 133134

SECTION 3.04 Increased Cost and Reduced Return; Capital Adequacy; Reserves on 136137

SECTION 3.05 Funding Losses 137138

SECTION 3.06 Matters Applicable to All Requests for Compensation 138139

SECTION 3.07 Replacement of Lenders Under Certain Circumstances 139140

SECTION 3.08 Survival 140141

ARTICLE IV
Conditions Precedent to Borrowings

SECTION 4.01 Conditions to Initial Borrowing 140141

SECTION 4.02 Conditions to All Borrowings After the Closing Date 142143

ARTICLE V
Representations and Warranties

SECTION 5.01 Existence, Qualification and Power; Compliance with Laws 143144

SECTION 5.02 Authorization; No Contravention 143144

SECTION 5.03 Governmental Authorization 144145

SECTION 5.04 Binding Effect 144145

SECTION 5.05 Financial Statements; No Material Adverse Effect 144145

SECTION 5.06 Litigation 144145

SECTION 5.07 Labor Matters 145146

SECTION 5.08 Ownership of Property; Liens 145146

SECTION 5.09 Environmental Matters 145146

SECTION 5.10 Taxes 145146

SECTION 5.11 ERISA Compliance 145146

SECTION 5.12 Subsidiaries 146147

SECTION 5.13 Margin Regulations; Investment Company Act 146147

SECTION 5.14 Disclosure 146147

SECTION 5.15 Intellectual Property; Licenses, Etc. 147148

SECTION 5.16 Solvency 147148

SECTION 5.17 USA PATRIOT Act, FCPA and OFAC 147148

SECTION 5.18 Collateral Documents 148149

SECTION 5.19 Use of Proceeds 148149

ARTICLE VI
Affirmative Covenants

SECTION 6.01 Financial Statements 148149

SECTION 6.02 Certificates; Other Information 149150

SECTION 6.03 Notices 151152

SECTION 6.04 Payment of Certain Taxes 151152

SECTION 6.05 Preservation of Existence, Etc. 151152

SECTION 6.06 Maintenance of Properties 152153

SECTION 6.07 Maintenance of Insurance 152153

SECTION 6.08 Compliance with Laws 152153

SECTION 6.09 Books and Records 152153

SECTION 6.10 Inspection Rights 152153

SECTION 6.11 Covenant to Guarantee Obligations and Give Security 153154

SECTION 6.12 Further Assurances 155156

SECTION 6.13 Designation of Subsidiaries 156157

SECTION 6.14 Maintenance of Ratings 156157

SECTION 6.15 Post-Closing Matters 156157

SECTION 6.16 Use of Proceeds 157158

ARTICLE VII
Negative Covenants

SECTION 7.01 Liens 157158

SECTION 7.02 Investments 162163

SECTION 7.03 Indebtedness 166167

SECTION 7.04 Fundamental Changes 171172

SECTION 7.05 Dispositions 173174

SECTION 7.06 Restricted Payments 175176

SECTION 7.07 Change in Nature of Business 179181

SECTION 7.08 Transactions with Affiliates 180181

SECTION 7.09 Burdensome Agreements 182183

SECTION 7.10 Prepayments, Etc. of Junior Financing; Amendments to Junior Financing Documents and Organizational Documents 184185

SECTION 7.11 Passive Holding Company 186187

ARTICLE VIII
Financial Covenant

SECTION 8.01 Rent Adjusted Total Net Leverage Ratio 187188

SECTION 8.02 Borrower’s Right to Cure 187189

ARTICLE IX
Events of Default and Remedies

SECTION 9.01 Events of Default 188189

SECTION 9.02 Remedies upon Event of Default 191192

SECTION 9.03 Application of Funds 193194

ARTICLE X
Administrative Agent and Other Agents

SECTION 10.01 Appointment and Authority of the Administrative Agent 194195

SECTION 10.02 Rights as a Lender 194196

SECTION 10.03 Exculpatory Provisions 195196

SECTION 10.04 Reliance by the Agents 196197

SECTION 10.05 Delegation of Duties 196198

SECTION 10.06 Non-Reliance on Agents and Other Lenders; Disclosure of Information by Agents 197198

SECTION 10.07 Indemnification of Agents 198199

SECTION 10.08 No Other Duties; Other Agents, Lead Arrangers, Lead Bookrunners, Managers, Etc. 199200

SECTION 10.09 Resignation of Administrative Agent or Collateral Agent 199200

SECTION 10.10 Administrative Agent May File Proofs of Claim; Credit Bidding 200201

SECTION 10.11 Collateral and Guaranty Matters 202203

SECTION 10.12 Appointment of Supplemental Administrative Agents 207208

SECTION 10.13 Intercreditor Agreements 208209

SECTION 10.14 Secured Cash Management Agreements and Secured Hedge Agreements 208210

SECTION 10.15 Withholding Taxes 209210

SECTION 10.16 Certain ERISA Matters 209210

SECTION 10.17 Recovery of Erroneous Payments 210211

ARTICLE XI
Miscellaneous

SECTION 11.01 Amendments, Waivers, Etc. 211212

SECTION 11.02 Notices and Other Communications; Facsimile Copies 216217

SECTION 11.03 No Waiver; Cumulative Remedies 218219

SECTION 11.04 Attorney Costs and Expenses 219220

SECTION 11.05 Indemnification by the Borrower 219220

SECTION 11.06 Marshaling; Payments Set Aside 221222

SECTION 11.07 Successors and Assigns 221222

SECTION 11.08 Confidentiality 229230

SECTION 11.09 Set-off 231232

SECTION 11.10 Interest Rate Limitation 232233

SECTION 11.11 Counterparts; Integration; Effectiveness 232233

SECTION 11.12 Electronic Execution; Electronic Records; Counterparts 232233

SECTION 11.13 Survival 232233

SECTION 11.14 Severability 233234

SECTION 11.15 GOVERNING LAW 233234

SECTION 11.16 WAIVER OF RIGHT TO TRIAL BY JURY 234235

SECTION 11.17 Limitation of Liability 235236

SECTION 11.18 Use of Name, Logo, Etc. 235236

SECTION 11.19 USA PATRIOT Act Notice 235236

SECTION 11.20 Service of Process 235236

SECTION 11.21 No Advisory or Fiduciary Responsibility 235236

SECTION 11.22 Binding Effect 236237

SECTION 11.23 Obligations Several; Independent Nature of Lender’s Rights 236237

SECTION 11.24 Headings 236237

SECTION 11.25 Acknowledgement and Consent to Bail-In of Affected Financial Institutions. 236237

SECTION 11.26 Acknowledgment Regarding Any Supported QFCs 237238

SECTION 11.27 Disqualified Lenders and Net Short Positions 238239

SCHEDULES

2.01 Commitments

2.04 Existing Letters of Credit

5.06 Litigation

5.07 Labor Matters

5.08 Material Real Property

5.11(a) ERISA Compliance

5.11(b) ERISA Compliance

5.12 Subsidiaries

6.15 Post-Closing Matters

11.02 Administrative Agent’s Office, Certain Addresses for Notices

EXHIBITS

Form of

A-1 Committed Loan Notice

A-2 Issuance Notice

A-3 Conversion/Continuation Notice

B-1 Term Loan Note

B-2 Revolving Loan Note

C Compliance Certificate

D-1 Assignment and Assumption

D-2 Affiliate Assignment Notice

E Guaranty

F Security Agreement

G-1 Non-Bank Certificate (For Foreign Lenders That Are Not Partnerships or Pass-Thru Entities For U.S. Federal Income Tax Purposes)

G-2 Non-Bank Certificate (For Foreign Lenders That Are Partnerships or Pass-Thru Entities For U.S. Federal Income Tax Purposes)

G-3 Non-Bank Certificate (For Foreign Participants That Are Not Partnerships or Pass-Thru Entities For U.S. Federal Income Tax Purposes)

G-4 Non-Bank Certificate (For Foreign Participants That Are Partnerships or Pass-Thru Entities For U.S. Federal Income Tax Purposes)

H Global Intercompany Note

I Solvency Certificate

J Prepayment Notice

K-1 Junior Lien Intercreditor Agreement

K-2 Equal Priority Intercreditor Agreement

L Auction Procedures

AMENDED AND RESTATED FIRST LIEN CREDIT AGREEMENT

This AMENDED AND RESTATED FIRST LIEN CREDIT AGREEMENT is entered into as of May 14, 2019, by and among MISTER CAR WASH HOLDINGS, INC., a Delaware corporation (the “Borrower”), HOTSHINE INTERMEDIATECO, INC., a Delaware corporation (“Holdings”), BANK OF AMERICA, N.A. (“BofA”), as successor to JEFFERIES FINANCE LLC (“Jefferies Finance”), as administrative agent (in such capacity, including any successor thereto, the “Administrative Agent”) and as collateral agent (in such capacity, including any successor thereto, the “Collateral Agent”) under the Loan Documents, each Issuing Bank from time to time party hereto and each lender from time to time party hereto (collectively, the “Lenders” and, individually, a “Lender”).

PRELIMINARY STATEMENTS

The Borrower, the Administrative Agent and certain lenders are party to that certain First Lien Credit Agreement, dated as of August 21, 2014 (as amended by that certain Amendment No. 1 to Credit Agreement, dated as of September 25, 2014, as amended by that certain Incremental Amendment No. 1, dated as of June 30, 2016, as amended by that certain Second Incremental Amendment, dated as of December 14, 2016, as amended by the that certain Third Incremental Amendment to Credit Agreement, dated as of June 15, 2017, as amended by that certain Fourth Incremental Amendment, dated as of December 18, 2017, as amended by that certain Fifth Incremental Amendment, dated as of December 7, 2018, and as amended by that certain Sixth Incremental Amendment, dated as of March 29, 2019, the “Existing Credit Agreement”).

The parties hereto wish to completely amend, restate and modify (but not extinguish) the Existing Credit Agreement through the execution of this Agreement.

TheOn the Fifth Amendment Effective Date, the Borrower has requested that (a) the 2024 Term Loan Lenders extend credit to the Borrower in the form of $925,000,000 of 2024 Term Loans and (b) the Revolving Lenders make Revolving Loans, and the Issuing Banks issue Letters of Credit, pursuant to the terms of this Agreement.

The proceeds of the 2024 Term Loans will bewere used on the Fifth Amendment Effective Date (a) to repay the Existing Debt, (b) to pay the Transaction Expenses and (c) for other purposes permitted by this Agreement.

On the Sixth Amendment Effective Date, the Borrower has requested that the 2024-2 Refinancing Term Loan Lenders extend credit to the Borrower in the form of $922,687,500 of 2024-2 Refinancing Term Loans.

The proceeds of the 2024-2 Refinancing Term Loans will be used on the Sixth Amendment Effective Date to repay the Existing Term Loans.

The applicable Lenders have indicated their willingness to lend, and each Issuing Bank has indicated its willingness to issue Letters of Credit, in each case on the terms and subject to the conditions set forth herein.

In consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree as follows:

“2021 Incremental Revolving Lenders” has the meaning provided in the Second Amendment.

“2021 Incremental Term Lenders” has the meaning provided in the Third Amendment.

“2021 Incremental Term Loans” has the meaning provided in the Third Amendment.

“2021 Incremental Term Loan Commitments” has the meaning provided in the Third Amendment.

“2021 Refinancing Revolving Lenders” has the meaning provided in the Second Amendment.

“2024 Incremental Term Commitments” has the meaning provided in the Fifth Amendment.

“2024 Incremental Term Lenders” has the meaning provided in the Fifth Amendment.

“2024 Incremental Term Loans” has the meaning provided in the Fifth Amendment. For the avoidance of doubt, all 2024 Incremental Term Loans were refinanced in full by the 2024-2 Refinancing Term Loans on the Sixth Amendment Effective Date.

“2024 Lenders” has the meaning provided in the Fifth Amendment.

“2024 Refinancing Term Loan Commitments” has the meaning provided in the Fifth Amendment.

“2024 Refinancing Term Loan Lenders” has the meaning provided in the Fifth Amendment.

“2024 Refinancing Term Loans” has the meaning provided in the Fifth Amendment

“2024 Term Loans” has the meaning provided in the Fifth Amendment. For the avoidance of doubt, all 2024 Term Loans were refinanced in full by the 2024-2 Refinancing Term Loans on the Sixth Amendment Effective Date.

“2024-2 Refinancing Term Commitments” has the meaning provided in the Sixth Amendment.

“2024-2 Refinancing Term Loan Lenders” has the meaning provided in the Sixth Amendment.

“2024-2 Refinancing Term Loans” has the meaning provided in the Sixth Amendment.

“Accounting Change” means any change in GAAP, any change in the application of GAAP or the adoption of another internationally recognized accounting standard including the adoption of IFRS.

“Acquisition Transaction” means the purchase or other acquisition (in one transaction or a series of transactions, including by merger or otherwise) by the Borrower or any Restricted Subsidiary of all or substantially all of the property, assets or business of another Person, or assets constituting a business unit,

line of business or division or, any Person, or of a majority of the outstanding Equity Interests of any Person (including any Investment which serves to increase the Borrower’s or any Restricted Subsidiary’s respective equity ownership in any Joint Venture or other Person to an amount in excess (or further in excess) of the majority of the outstanding Equity Interests of such Joint Venture or other Person).

When comparing the All-In Yield of any Indebtedness (or Loans of any Class) to the All-In Yield of the 20242024-2 Refinancing Term Loans (or any other applicable Indebtedness), as of any date,

No change in the Applicable Commitment Fee shall be effective until three Business Days after the date on which the Administrative Agent shall have received the applicable financial statements and a Compliance Certificate pursuant to Section 6.02(a) calculating the First Lien Net Leverage Ratio. At any time the Borrower has not submitted to the Administrative Agent the applicable information as and when required under Section 6.02(a), the Applicable Commitment Fee shall be determined as if the First Lien Net Leverage Ratio were in excess of 3.75 to 1.00. Within one Business Day of receipt of the applicable information under Section 6.02(a), the Administrative Agent shall give each Lender telefacsimile or telephonic notice (confirmed in writing) of the Applicable Commitment Fee in effect from such date. In the event that any financial statement or certificate delivered pursuant to Section 6.02 is determined to be inaccurate (at a time prior to the satisfaction of the Termination Conditions), and such inaccuracy, if corrected, would have led to the application of a higher Applicable Commitment Fee for any period (an “Applicable Period”) than

the Applicable Commitment Fee applied for such Applicable Period, then (a) the Borrower shall promptly (and in any event within five Business Days) following such determination deliver to the Administrative Agent correct financial statements and certificates required by Section 6.02 for such Applicable Period, (b) the Applicable Commitment Fee for such Applicable Period shall be determined as if the First Lien Net Leverage Ratio were determined based on the amounts set forth in such correct financial statements and certificates and (c) the Borrower shall promptly (and in any event within ten Business Days) following delivery of such corrected financial statements and certificates pay to the Administrative Agent the accrued additional amounts owing as a result of such increased Applicable Commitment Fee for such Applicable Period. Notwithstanding anything to the contrary set forth herein, the provisions of this paragraph may be amended or waived with the consent of only the Borrower and the Required Revolving Lenders.

No change in the Applicable Rate for Revolving Loans or 20242024-2 Refinancing Term Loans, as applicable, shall be effective until three Business Days after the date on which the Administrative Agent shall have received the applicable financial statements and a Compliance Certificate pursuant to Section 6.02(a) calculating the First Lien Net Leverage Ratio. At any time the Borrower has not submitted to the Administrative Agent the applicable information as and when required under Section 6.02(a), the Applicable Rate for Revolving Loans and 20242024-2 Refinancing Term Loans shall be determined as if the First Lien Net Leverage Ratio were in excess of 3.75 to 1.00. Within one Business Day of receipt of the applicable information under Section 6.02(a), the Administrative Agent shall give each Lender facsimile or telephonic notice (confirmed in writing) of the Applicable Rate in effect from such date. In the event that any financial statement or certificate delivered pursuant to Section 6.02 is determined to be inaccurate (at a time prior to the satisfaction of the Termination Conditions), and such inaccuracy, if corrected, would have led to the application of a higher Applicable Rate for any period (an “Applicable Period”) than the Applicable Rate applied for such Applicable Period, then (a) the Borrower shall promptly (and in any event within five Business Days) following such determination deliver to the Administrative Agent correct financial statements and certificates required by Section 6.02 for such Applicable Period, (b) the Applicable Rate for such Applicable Period shall be determined as if the First Lien Net Leverage Ratio were determined based on the amounts set forth in such correct financial statements and certificates and (c) the Borrower shall promptly (and in any event within ten Business Days) following delivery of such corrected financial statements and certificates pay to the Administrative Agent the accrued additional interest owing as a result of such increased Applicable Rate for such Applicable Period. Notwithstanding anything to the contrary set forth herein, the provisions of this paragraph may be amended or waived with respect to any Class with the consent of only the Borrower and the Required Lenders of such Class (or in the case of the rate specified in the preceding sentence, all affected Lenders of such Class).

Notwithstanding anything to the contrary, to the extent any Excess Cash Flow is not applied to make a prepayment pursuant to Section 2.07(b)(i) by virtue of the application of Section 2.07(b)(vi), such Excess Cash Flow shall not under any circumstances increase the Available Amount.

In the case of Investments by any Foreign Subsidiary that is a Restricted Subsidiary or Investments made in a jurisdiction outside the United States of America, Cash Equivalents shall also include (i) investments of the type and maturity described in clauses (a) through (j) above in foreign obligors, which Investments or obligors (or the parents of such obligors) have ratings described in such clauses or equivalent ratings from comparable foreign rating agencies and (ii) other short-term investments in accordance with normal investment practices for cash management in investments analogous to the foregoing investments in clauses (a) through (j) above and in this paragraph. Notwithstanding the foregoing, Cash Equivalents shall include amounts denominated in currencies other than those set forth in clause (a) or (b) above; provided that such amounts, except amounts used to pay obligations of the Borrower or any Restricted Subsidiary denominated in any currency other than Dollars or an Alternative Currency in the ordinary course of business, are converted into Dollars or an Alternative Currency as promptly as practicable and in any event within ten Business Days following the receipt of such amounts.

It is understood and agreed that (i) the Dodd-Frank Wall Street Reform and Consumer Protection Act (Pub. L. 111-203, H.R. 4173), all Laws relating thereto, all interpretations and applications thereof and any compliance by a Lender with any and all requests, rules, guidelines, requirements and directives thereunder or issued in connection therewith or in implementation thereof or relating thereto and (ii) all requests, rules, guidelines, requirements or directives issued by any United States or foreign regulatory authority in connection with the implementation of the recommendations of the Bank for International Settlements or the Basel Committee on Banking Regulations and Supervisory Practices (or any successor or similar

authority) in each case pursuant to Basel III, shall, for the purposes of this Agreement, be deemed to be adopted subsequent to the date hereof and a Change in Law regardless of the date enacted, adopted, issued, promulgated or implemented.

“Consolidated Interest Expense” means, for any Test Period, the sum of:

but excluding, for the avoidance of doubt, (i) amortization of deferred financing costs, debt issuance costs, commissions, fees and expenses and any other amounts of non-cash interest other than referred to in clause (b) above (including as a result of the effects of acquisition method accounting or pushdown accounting), (ii) non-cash interest expense attributable to the movement of the mark-to-market valuation of obligations under hedging agreements or other derivative instruments pursuant to FASB Accounting Standards Codification No. 815-Derivatives and Hedging, (iii) any one-time cash costs associated with breakage in respect of hedging agreements for interest rates, (iv) commissions, discounts, yield, make whole premium and other fees and charges (including any interest expense) incurred in connection with any permitted receivables financing, (v) any “additional interest” owing pursuant to a registration rights agreement with respect to any securities, (vi) any payments with respect to make-whole premiums or other breakage costs of any Indebtedness, including any Indebtedness issued in connection with the Transactions, (vii) penalties and interest relating to taxes, (viii) accretion or accrual of discounted liabilities not constituting Indebtedness, (ix) interest expense attributable to a direct or indirect parent entity resulting from push-down accounting, (x) any expense resulting from the discounting of Indebtedness in connection with the application of recapitalization or purchase accounting and (xi) any interest expense attributable to the exercise of appraisal rights and the settlement of any claims or actions (whether actual, contingent or potential) with respect thereto and with respect to any Permitted Acquisition or similar Investment permitted hereunder, all as calculated on a consolidated basis in accordance with GAAP. For the avoidance of doubt, interest expense shall be determined after giving effect to any net payments made or received by the Borrower and its Restricted Subsidiaries in respect of Swap Contracts relating to interest rate protection.

Credit Agreement Refinancing Indebtedness will be deemed to include any Registered Equivalent Notes issued in exchange therefor.

Any determination by the Administrative Agent that a Lender is a Defaulting Lender under clauses (a) through (d) above shall be conclusive absent manifest error, and such Lender shall be deemed to be a Defaulting Lender (subject to Section 2.19) upon delivery of written notice of such determination to the Borrower, the Issuing Banks and each Lender.

“Deliverable Obligation” means each obligation of the Loan Parties that would constitute a “Deliverable Obligation” under a market standard credit default swap transaction documented under the ISDA CDS Definitions and specifying any of the Loan Parties as a Reference Entity. Each capitalized term used but defined in the preceding sentence has the meaning specified in the ISDA CDS Definitions, as applicable.

“Derivative Instrument” means with respect to a Person, any contract or instrument to which such Person is a party (whether or not requiring further performance by such Person), the value and/or cash flows of which (or any portion thereof) are based on the value and/or performance of the Loans and/or any Deliverable Obligations or “Obligations” (as defined in the ISDA CDS Definitions) with respect to the Loan Parties; provided that a “Derivative Instrument” will not include any contract or instrument that is entered into pursuant to bona fide market-making activities.

in each case, prior to the Latest Maturity Date of the Loans at the time of issuance; provided that if such Equity Interests are issued pursuant to a plan for the benefit of any Company Person of Holdings, the Borrower or the Restricted Subsidiaries or by any such plan to such Company Person, such Equity Interests shall not constitute Disqualified Equity Interests solely because they may be required to be repurchased by Holdings, the Borrower or the Restricted Subsidiaries in order to satisfy applicable statutory or regulatory obligations or as a result of such Company Person’s termination, death or disability.

The Agent shall not disclose any list of Disqualified Lenders. The Borrower shall, upon request of any Lender, identify whether any Person identified by such Lender as a proposed assignee or Participant is a Disqualified Lender. The Borrower, by written notice to the Administrative Agent, may from time to time remove any entity from the list of Disqualified Lenders, and such entity removed from the list of Disqualified Lenders shall no longer be a Disqualified Lender for any purpose under any Loan Document, unless subsequently identified in writing in accordance with this definition. Any Person that is a Lender and subsequently becomes a Disqualified Lender (but such Person was not a Disqualified Lender on the Closing Date or at the time it became a Lender) shall be deemed to not be a Disqualified Lender hereunder with respect to any Loans held by it immediately prior to becoming a Disqualified Lender.

provided that, at the option of the Borrower, any item that meets the criteria of any sub-clause of this clause (b) after the end of the applicable period and prior to the applicable date of calculation of Excess Cash Flow for such period may, at the Borrower’s option, be included in the applicable period, but not in any calculation pursuant to this clause (b) for the subsequent calculation period if such election is made.

“Excluded Subsidiary” means:

provided that the Borrower, in its sole discretion (or in the case of any Foreign Subsidiary, with the consent of the Administrative Agent not to be unreasonably withheld), may cause any Restricted Subsidiary that

qualifies as an Excluded Subsidiary under clauses (a) through (m) above to become a Guarantor in accordance with the definition thereof (subject to completion of any requested “know your customer” and similar requirements of the Administrative Agent) and thereafter such Subsidiary shall not constitute an “Excluded Subsidiary” (unless and until the Borrower elects, in its sole discretion, to designate such Persons as an Excluded Subsidiary); provided, further, that in no event shall any Co-Borrower constitute or be designated as an “Excluded Subsidiary”.

provided that, notwithstanding the foregoing, Indebtedness will be deemed not to include indebtedness, guarantees or obligations that are (1) contingent obligations incurred in the ordinary course of business unless and until such obligations are non-contingent, (2) trade payables and commercial guarantees or arrangements related or incidental to the business of the Loan Parties and the Restricted Subsidiaries, (3) customary purchase money obligations incurred in the ordinary course, (4) earn outs, purchase price holdbacks or similar obligations, (5) intercompany liabilities arising in the ordinary course of business, (6) Permitted Liens, (7) loans and advances made by Loan Parties having a term not exceeding 364 days (inclusive of any roll over or extension of terms) (such loans and advances, “Short Term Advances”) and (8) Indebtedness of any direct or indirect Parent Entity appearing on the balance sheet of such Person solely by reason of push down accounting under GAAP and (9) deferred payments in the ordinary course of business. The amount

of any net obligation under any Hedge Agreement on any date shall be deemed to be the Swap Termination Value thereof as of such date.

“Interest Coverage Ratio” means, as of any date, the ratio of (a) Consolidated Adjusted EBITDA to (b) Consolidated Interest Expense, in each case for the Test Period as of such date.

“Letter of Credit Percentage” means, (a) initially with respect to each Issuing Bank, the percentage set forth next to each Issuing Bank’s name on Schedule 2.01 and (b) from time to time after the Fifth Amendment Effective Date with respect to any other Issuing Bank, a percentage to be agreed between the Borrower and such Issuing Bank.

provided, in each case, that if such day is not a Business Day, the applicable Maturity Date shall be the Business Day immediately preceding such day.

provided that no net cash proceeds calculated in accordance with the foregoing realized in a single transaction or series of related transactions shall constitute Net Cash Proceeds unless such amount exceeds $5,000,000 and (II) no such net cash proceeds shall constitute Net Cash Proceeds under this clause (a) in any fiscal year until the aggregate amount of all such net cash proceeds in such fiscal year exceeds $10,000,000 (and thereafter only net cash proceeds in excess of such amount shall constitute Net Cash Proceeds under this clause (a)); and

“Non-Bank Certificate” has the meaning specified in Section 3.01(b).

in each case, after giving Pro Forma Effect to the incurrence of such Indebtedness and the use of proceeds thereof and measured as of and for the Test Period immediately preceding the issuance, incurrence or assumption of such Indebtedness for which internal financial statements are available; and

Permitted Ratio Debt will be deemed to include any Registered Equivalent Notes issued in exchange therefor.

Permitted Refinancing will be deemed to include any Registered Equivalent Notes issued in exchange therefor.

in each case, as determined in good faith by the Borrower and entered into after the Closing Date; provided that, (i) no Event of Default is continuing immediately prior to such transaction and immediately after giving effect thereto and (ii) the Borrower has determined in good faith that, after giving effect to such transaction, the security interests of the Lenders in the Collateral (taken as a whole) and the Guarantees of the Obligations (taken as a whole), in each case, would not be materially impaired as a result thereof, and such transaction would not otherwise be materially adverse to the Lenders.

provided, that any such Indebtedness shall constitute Qualified Holding Company Debt only if immediately after giving effect to the issuance or incurrence thereof and the use of proceeds thereof, no Event of Default shall have occurred and be continuing.

“Release/Subordination Event” has the meaning specified in Section 10.11(a)(i).

provided that a Repricing Event shall not include any event described in clause (a) or (b) above that (x) is not consummated for the primary purpose of lowering the All-In Yield applicable to the 20242024-2 Refinancing Term Loans (as determined in good faith by the Borrower), or (y) that is consummated in connection with a Change of Control, Restricted Payment, Acquisition Transaction, dividend or other distribution or other debt repayment. For the avoidance of doubt, (A) any reduction in All-In Yield or fees pursuant to a leveraged-based or other applicable “step-down” that may, from time to time, be applicable to a Facility shall not constitute a Repricing Event and (B) any assignment of Loans to a Loan Party or Restricted Subsidiary in accordance with the terms of the Credit Agreement shall not constitute a Repricing Event.

“Restricted Payment” means any dividend or other distribution (whether in cash, securities or other property) with respect to any Equity Interest of the Borrower or any of the Restricted Subsidiaries (in each case, solely to a holder of Equity Interests in such Person’s capacity as a holder of such Equity Interests other than dividends or distributions payable solely in Equity Interests (other than Disqualified Equity Interests) of the Borrower), or any payment (whether in cash, securities or other property), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, defeasance, acquisition, cancellation or termination of any such Equity Interest, or on account of any return of capital to the Borrower’s stockholders, partners or members (or the equivalent Persons thereof). For the avoidance of doubt, neither (a) the payment of any Contractual Obligation that is based on, or measured with respect to the value of an Equity Interest, including any such Contractual Obligations constituting compensation arrangements, nor (b) payments with respect to Indebtedness (including Disqualified Equity Interests) shall be considered a Restricted Payment. The amount of any Restricted Payment not made in cash or Cash Equivalents shall be the fair market value of the securities or other property distributed by dividend or other otherwise.

provided that for purposes of determining the Weighted Average Life to Maturity of (i) any Refinanced Debt, (ii) any Indebtedness that is being modified, refinanced, refunded, renewed, replaced or extended, or (iii) any Term Loans for purposes of incurring any other Indebtedness (in any such case, the “Applicable Indebtedness”), the effects of any amortization payments or other prepayments made on such Applicable Indebtedness (including the effect of any prepayment on remaining scheduled amortization) prior to the date of the applicable modification, refinancing, refunding, renewal, replacement, extension or incurrence shall be disregarded.