Form 424B3 Starry Group Holdings,

Room 10.1

EIGHTH AMENDMENT TO THE CREDIT AGREEMENT

THIS EIGHTH AMENDMENT TO THE CREDIT AGREEMENT, dated September 13, 2022 (this “Amendment“), is made by and between Starry, Inc., a Delaware corporation (the “Company” Where “Borrower’s Representative”), the lenders listed on the signature pages herein and ARROWMARK AGENCY SERVICES LLC, a Delaware Limited Liability Company (“Arrow”), in its capacity as Administrative Agent.

DECLARATION OF INTENT:

WHEREAS, the Company, each Company Subsidiary listed as a “Borrower” on the signature pages thereof, the Administrator and the financial institutions listed on the signature pages thereof as Lenders (the “Lenders”) are parties to this amended and restated Credit Agreement, dated December 13, 2019 (as amended, restated or otherwise modified from time to time, the “credit agreement”; capitalized terms used but not defined herein shall have the meaning assigned to them in the Credit Agreement);

WHEREAS the Borrower’s Representative, on behalf of itself and the other Borrowers, has requested that the Administrative Agent, Birch Grove and the Required Lenders vary and waive certain provisions of the Credit Agreement;

WHEREAS, pursuant to Section 9.02 hereof, the Credit Agreement may be amended with the consent of the Borrower’s Representative, on his behalf and on behalf of the other Borrowers, Birch Gove, Required Lenders and the ‘administrative agent ; and

WHEREAS the Administrative Agent, Birch Grove and the Required Lenders are willing to modify and waive certain provisions of the Credit Agreement in accordance with the terms and provisions of this Amendment.

NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein and for all other valid and valid considerations, the receipt and adequacy of which are hereby acknowledged, the parties hereto agree as follows:

1. Amendments. On the Effective Date of the Eighth Amendment (as defined below), the Credit Agreement is amended as follows:

(a) Section 1.01 of the Credit Agreement is amended by adding the following capitalized terms in alphabetical order:

“”Amendment No. 8means certain Eighth Amendment to the Credit Agreement, dated September 13, 2022, between the Borrower’s Representative, the Administrative Agent and the Lenders parties thereto.

RDOF-22 Letter of creditmeans certain letters of credit dated on or about September 13, 2022, issued by Silicon Valley Bank to Universal Service Administrative Company, a Delaware corporation, on behalf of Connect Everyone LLC as debtor, and having a aggregate nominal amount up to $18,000,000.

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