Common use of Amendment and Restatement Clause in Contracts

Amendment and Restatement. (a) The Administrative Agent and the Lenders hereby agree that upon the effectiveness of this Agreement, the terms and provisions of the Existing Credit Agreement which in any manner govern or evidence the obligations arising hereunder, the rights and interests of the Administrative Agent and the Lenders and any terms, conditions or matters related to any thereof, shall be and hereby are amended and restated in their entirety by the terms, conditions and provisions of this Agreement, and the terms and provisions of the Existing Credit Agreement, except as otherwise expressly provided herein, shall be superseded by this Agreement. (b) Notwithstanding this amendment and restatement of the Existing Credit Agreement, including anything in this Section 1.06, and of any related “Credit Document” (as such term is defined in the Existing Credit Agreement and referred to herein, individually or collectively, as the “Existing Loan Documents”), (i) all of the indebtedness, liabilities and obligations owing by the Borrower or any other Person under the Existing Credit Agreement and the other Existing Loan Documents (as amended and restated hereby) shall continue as obligations hereunder and thereunder; and (ii) this Agreement is given as a renewal, extension, modification, amendment and substitution of, and not as a novation, discharge, termination or payment of the indebtedness, liabilities and obligations of the Borrower under the Existing Credit Agreement or any Existing Loan Document and neither the execution and delivery of this Agreement nor the consummation of any other transaction contemplated hereunder is intended to constitute a novation, discharge, termination or payment of the Existing Credit Agreement or of any of the other Existing Loan Documents or any obligations thereunder.

Amendment and Restatement. The parties hereto agree that as of the Closing Date: (a) The Administrative Agent and the Lenders hereby agree that upon the effectiveness of Obligations (as defined in this Agreement) represents, among other things, the terms restatement, renewal, amendment, extension, and provisions modification of the Existing Credit Agreement which in any manner govern or evidence the obligations arising hereunder, the rights and interests of the Administrative Agent and the Lenders and any terms, conditions or matters related to any thereof, shall be and hereby are amended and restated in their entirety by the terms, conditions and provisions of this Agreement, and the terms and provisions of the Existing Credit Agreement, except as otherwise expressly provided herein, shall be superseded by this Agreement. (bi) Notwithstanding this amendment and restatement of the Existing Credit Agreement, including anything in this Section 1.06, and of any related “Credit DocumentIndebtedness” (as such term is defined in the Existing Dernick Credit Agreement Agreement) and referred to herein, individually or collectively, (ii) “Indebtedness” (as the “Existing Loan Documents”), (i) all of the indebtedness, liabilities and obligations owing by the Borrower or any other Person under defined in the Existing Cinco Credit Agreement); (b) this Agreement is intended to, and does hereby, restate, renew, extend, amend, modify, supersede, and replace the Existing Dernick Credit Agreement and the Existing Cinco Credit Agreement in their entirety; (c) the Notes executed pursuant to the Existing Dernick Credit Agreement and the Existing Cinco Credit Agreement remain in full force and effect to evidence the Obligations; (d) the Security Documents executed pursuant to the Existing Dernick Credit Agreement and the Existing Cinco Credit Agreement remain in full force and effect to secure the Obligations; (e) each Guaranty executed pursuant to the Existing Dernick Credit Agreement remains in full force and effect to guaranty the Obligations; and (f) the entering into and performance of their respective obligations under this Agreement (and any other Loan Document executed in connection herewith) and the transactions evidenced hereby (and thereby, as applicable) do not constitute a novation nor shall they be deemed to have terminated, extinguished, or discharged the (i) “Indebtedness” under the Existing Loan Documents (as amended and restated hereby) shall continue as obligations hereunder and thereunder; Dernick Credit Agreement and (ii) this Agreement is given as a renewal, extension, modification, amendment and substitution of, and not as a novation, discharge, termination or payment of the indebtedness, liabilities and obligations of the Borrower “Indebtedness” under the Existing Cinco Credit Agreement Agreement, or the Security Documents, any Existing Guaranty, or the other Loan Document Documents (or the collateral security therefor) executed in connection therewith, all of which Obligations is assumed and neither the execution reaffirmed by Borrower and delivery of all Collateral shall continue under and be governed by this Agreement nor the consummation of any other transaction contemplated hereunder is intended to constitute a novation, discharge, termination or payment of the Existing Credit Agreement or of any of and the other Existing Loan Documents or any obligations thereunderDocuments, except as expressly provided otherwise herein.

Amendment and Restatement. On the date hereof (the “Restatement Date”), the Original Term Loan Agreement shall be amended, restated and superseded by this Agreement. The parties hereto acknowledge and agree that (a) The Administrative Agent this Agreement, the Term Loan Notes delivered pursuant to this Agreement (the “Restated Notes”) and the Lenders other Financing Agreements executed and delivered in connection herewith do not constitute a novation, payment and reborrowing, or termination of the “Liabilities” (as defined in the Original Term Loan Agreement) under the Original Term Loan Agreement as in effect prior to the Restatement Date; (b) such “Liabilities” are in all respects continuing with only the terms thereof being amended and modified as provided in this Agreement; (c) the Liens granted in the Collateral pursuant to the Financing Agreements securing payment of such “Liabilities” are in all respects continuing and in full force and effect and secure the payment of the Liabilities (as defined in this Agreement) and are hereby agree that fully ratified and affirmed; and (d) upon the effectiveness of this Agreement, Agreement all loans outstanding under the Original Term Loan Agreement immediately before the effectiveness of this Agreement will be part of the Loans hereunder on the terms and provisions conditions set forth in this Agreement. Without limitation on the foregoing, each of the Existing Credit Agreement which Borrowers hereby fully and unconditionally ratifies and affirms all of the Financing Agreements, as amended, and agrees that all security interests granted to PrivateBank or the Administrative Agent in any manner govern or evidence the obligations arising hereunder, Collateral thereunder shall from and after the rights and interests date hereof secure all Liabilities hereunder but in favor of the Administrative Agent and for the ratable benefit of the Lenders and any terms, conditions or matters related to any thereof, shall be and hereby are amended and restated in their entirety by the terms, conditions and provisions of this Agreement, and the terms and provisions of the Existing Credit Agreement, except as otherwise expressly provided herein, shall be superseded by this Agreement. (b) Notwithstanding this amendment and restatement of the Existing Credit Agreement, including anything in this Section 1.06, and of any related “Credit Document” (as such term is defined in the Existing Credit Agreement and referred to herein, individually or collectively, as the “Existing Loan Documents”), (i) all of the indebtedness, liabilities and obligations owing by the Borrower or any other Person under the Existing Credit Agreement and the other Existing Loan Documents (as amended and restated hereby) shall continue as obligations hereunder and thereunder; and (ii) this Agreement is given as a renewal, extension, modification, amendment and substitution of, and not as a novation, discharge, termination or payment of the indebtedness, liabilities and obligations of the Borrower under the Existing Credit Agreement or any Existing Loan Document and neither the execution and delivery of this Agreement nor the consummation of any other transaction contemplated hereunder is intended to constitute a novation, discharge, termination or payment of the Existing Credit Agreement or of any of the other Existing Loan Documents or any obligations thereunder.- 100 - DM3\2429630.8

Amendment and Restatement. (a) The Administrative Agent and On the Lenders hereby agree that upon the effectiveness of this Agreement, the terms and provisions of Effective Date the Existing Credit Agreement which in any manner govern or evidence the obligations arising hereunder, the rights and interests of the Administrative Agent and the Lenders and any terms, conditions or matters related to any thereof, shall be amended, restated and hereby are amended superseded in its entirety hereby. The parties hereto acknowledge and restated in their entirety by the terms, conditions and provisions of agree that (a) this Agreement, any promissory notes delivered pursuant hereto and the terms other Loan Documents executed and provisions delivered in connection herewith do not constitute a novation or termination of the “Obligations” (as defined in the Existing Credit Agreement, except ) under the Existing Credit Agreement as otherwise expressly in effect prior to the Effective Date and (b) such “Obligations” are in all respects continuing with only the terms thereof being modified as provided herein, shall be superseded by in this Agreement. (b) Notwithstanding All indemnification obligations of the Borrowers arising under the Existing Credit Agreement (including any arising from a breach of the representations thereunder) shall survive this amendment and restatement of the Existing Credit Agreement. (c) The Administrative Agent, including anything in this Section 1.06at the direction of the Lenders hereunder (which constitute “Required Banks” under the Existing Credit Agreement), and of any related “Credit Document” (as such term is defined in hereby waives the requirement pursuant to the Existing Credit Agreement and referred that the Borrowers deliver prior notice of their election to herein, individually terminate or collectively, as reduce the “Commitments” under the Existing Loan Documents”), (i) all Credit Agreement. The execution of the indebtedness, liabilities and obligations owing this Agreement by the Borrower or any other Person Lender that is also a “Lender” under the Existing Credit Agreement and shall constitute such Person’s consent to the other amendments to the Existing Credit Agreement contained herein. (d) By its execution hereof, each Lender hereby (i) consents to any amendments to be executed in connection herewith to the Loan Documents (delivered in connection with the Existing Credit Agreement, all as amended in form and restated hereby) shall continue as obligations hereunder and thereunder; substance approved by the Administrative Agent, and (ii) this Agreement is given as a renewal, extension, modification, amendment authorizes and substitution of, and not as a novation, discharge, termination or payment of directs the indebtedness, liabilities and obligations of the Borrower under the Existing Credit Agreement or any Existing Loan Document and neither the execution and delivery of this Agreement nor the consummation of any other transaction contemplated hereunder is intended Administrative Agent to constitute a novation, discharge, termination or payment of the Existing Credit Agreement or of any of the other Existing Loan Documents or any obligations thereunderenter into such amendments.

Amendment and Restatement. 15.1 Borrower acknowledges, confirms and agrees that (ai) The Administrative Agent the security interests and liens granted to Bank pursuant to the Lenders hereby agree that upon Existing Agreement shall remain in full force and effect and shall secure all Obligations hereunder, (ii) such security interests and liens shall be deemed to be continuously granted and perfected from the effectiveness earliest date of this Agreementgranting and perfection of such security interests and liens, whether under the Existing Agreement or otherwise, (iii) the Obligations represent, among other things, the terms amendment, restatement, renewal, extension, consolidation and provisions modification of the Existing Credit Obligations arising in connection with the Existing Agreement and the Existing Loan Documents and (iv) the Existing Agreement and the Existing Loan Documents to which Borrower is a party have been duly executed and delivered by such Borrower and are in any manner govern or evidence the obligations arising hereunder, the rights full force and interests effect as of the Administrative Agent and the Lenders and any date hereof. 15.2 The terms, conditions or matters related to any thereofconditions, shall be agreements, covenants, representations and hereby are warranties set forth in the Existing Agreement are, effective as of the date hereof, amended and restated in their entirety entirety, and as so amended and restated, replaced and superseded, by the terms, conditions conditions, agreements, covenants, representations and provisions warranties set forth herein; provided that each of this AgreementBorrower and Bank acknowledges, confirms and the terms and provisions of the Existing Credit Agreement, except as otherwise expressly provided herein, shall be superseded by this Agreement. (b) Notwithstanding this agrees that such amendment and restatement of the Existing Credit Agreementshall not, including anything in this Section 1.06, and of any related “Credit Document” (as such term is defined in the Existing Credit Agreement and referred to herein, individually or collectively, as the “Existing Loan Documents”)manner, (i) all be construed to constitute payment of, or impair, limit, cancel or extinguish, or constitute a novation in respect of, the Existing Obligations of the indebtedness, liabilities and obligations owing Borrower evidenced by the Borrower or any other Person arising under the Existing Credit Agreement and or the other Existing Loan Documents (as amended and restated hereby) shall continue as obligations hereunder and thereunder; and Documents, all such Existing Obligations being deemed Obligations under this Agreement or (ii) this Agreement is given as a renewal, extension, modification, amendment adversely affect or impair the priority of security interests and substitution of, and not as a novation, discharge, termination or payment of the indebtedness, liabilities and obligations of the Borrower under liens granted by the Existing Credit Agreement or any and Existing Loan Document and neither the execution and delivery of this Agreement nor the consummation of any other transaction contemplated hereunder is intended to constitute a novation, discharge, termination or payment of the Existing Credit Agreement or of any of the other Existing Loan Documents or any obligations thereunderDocuments.

Amendment and Restatement. The parties hereto agree that, on the Closing Date, the following transactions shall be deemed to occur automatically, without further action by any party hereto: (a) The Administrative Agent and the Lenders hereby agree that upon the effectiveness of this Agreement, the terms and provisions of the Existing Credit Agreement which in any manner govern or evidence the obligations arising hereunder, the rights and interests of the Administrative Agent and the Lenders and any terms, conditions or matters related to any thereof, shall be and hereby are deemed to be amended and restated in their its entirety by the terms, conditions and provisions of pursuant to this Agreement; (b) all Obligations under the Existing Credit Agreement outstanding on the Closing Date shall in all respects be continuing and shall be deemed to be Obligations outstanding hereunder; (c) the Guarantees made to the Lenders, each Swap Bank, each Treasury Management Bank, and the Administrative Agent pursuant to the Existing Credit Agreement, shall remain in full force and effect with respect to the Obligations and are hereby reaffirmed and that each Guarantor has taken all necessary corporate or company action to approve the reaffirmation of such Guarantor’s Guaranty; (d) the Collateral Documents and the Liens created thereunder in favor of Bank of America, as Administrative Agent for the benefit of the holders of the Obligations (as defined in the Existing Credit Agreement) shall remain in full force and effect with respect to the Obligations and are hereby reaffirmed; (e) all Existing Letters of Credit outstanding under the Existing Credit Agreement on the Closing Date shall be deemed to be Letters of Credit outstanding on the Closing Date under this Agreement; and (f) all references in the other Loan Documents to the Existing Credit Agreement shall be deemed to refer without further amendment to this Agreement. The parties hereto further acknowledge and agree that this Agreement constitutes an amendment to the Existing Credit Agreement made under and in accordance with the terms and provisions of Section 11.01 of the Existing Credit Agreement, except as otherwise expressly provided herein, shall be superseded by this Agreement. (b) Notwithstanding this amendment and restatement of the Existing Credit Agreement, including anything in this Section 1.06, and of any related “Credit Document” (as such term is defined in the Existing Credit Agreement and referred to herein, individually or collectively, as the “Existing Loan Documents”), (i) all of the indebtedness, liabilities and obligations owing by the Borrower or any other Person under the Existing Credit Agreement and the other Existing Loan Documents (as amended and restated hereby) shall continue as obligations hereunder and thereunder; and (ii) this Agreement is given as a renewal, extension, modification, amendment and substitution of, and not as a novation, discharge, termination or payment of the indebtedness, liabilities and obligations of the Borrower under the Existing Credit Agreement or any Existing Loan Document and neither the execution and delivery of this Agreement nor the consummation of any other transaction contemplated hereunder is intended to constitute a novation, discharge, termination or payment of the Existing Credit Agreement or of any of the other Existing Loan Documents or any obligations thereunder.

Amendment and Restatement. (a) The Administrative Agent and the Lenders hereby agree that upon the effectiveness By execution of this Agreement, the terms Company and provisions each of the other Loan Parties acknowledging below agrees that: (a) the Existing Credit Agreement which in any manner govern or evidence the obligations arising hereunder, the rights and interests of the Administrative Agent and the Lenders and any terms, conditions or matters related to any thereof, shall be and hereby are amended and restated in their entirety is incorporated herein by the terms, conditions and provisions of this Agreementreference, and the terms shall continue to be in full force and provisions of effect except as expressly modified hereby; (b) all Loan Documents, as defined in the Existing Credit Agreement, with or relating to the Company or any Guarantor, including, without limitation, those documents listed on Schedule 11.20 are incorporated by reference into the Loan Documents and shall continue to be Loan Documents hereunder and in full force and effect, except to the extent expressly modified hereby; (c) except to the extent expressly modified as otherwise expressly provided hereinabove, shall be superseded by this Agreement. (b) Notwithstanding this amendment it reaffirms and restatement ratifies all of its agreements in the Existing Credit AgreementAgreement and Loan Documents, including anything in this Section 1.06, and of any related “Credit Document” (as such term is defined in the Existing Credit Agreement and referred to herein, individually or collectively, as (the “Existing Loan Documents”); (d) each reference in the Existing Loan Documents, and any terms defined in the Existing Loan Documents by reference to terms in the Existing Credit Agreement, shall be deemed to be references to this Agreement and the terms defined in this Agreement; (ie) all Agent is authorized in its own name or in the name of the indebtednessCompany and other Loan Parties, liabilities in Agent’s discretion and obligations owing by from time to time, to make such notations on or modifications to the Borrower Existing Loan Documents to reflect the intentions of the parties as expressed herein; and (f) to the extent necessary or desirable to give effect to the intent of the parties under this Agreement and any Existing Loan Documents (including, without limitation, any Security Document included therein), this Agreement and the other Person under Loan Documents shall construed as an amendment to the Existing Credit Agreement and the other Existing Loan Documents, it being the intent of the parties that, without further action, collateral security in which Agent and/or Lenders were granted a Lien under any Existing Loan Documents (as amended and restated hereby) shall continue as obligations hereunder and thereunder; and (ii) this Agreement is given as a renewal, extension, modification, amendment and substitution of, and not as a novation, discharge, termination or payment of secure the indebtedness, liabilities and relevant obligations of the Borrower Loan Parties under the Existing Credit Agreement or any Existing Loan Document and neither the execution and delivery of this Agreement nor the consummation of any other transaction contemplated hereunder is intended to constitute a novation, discharge, termination or payment of the Existing Credit Agreement or of any of and the other Existing Loan Documents or any obligations thereunderDocuments.

Amendment and Restatement. (a) The Administrative Agent Each of the parties hereto acknowledges and the Lenders hereby agree agrees that upon the effectiveness execution and delivery of this AgreementGuaranty by each of the parties hereto, the terms and provisions conditions of the Existing Credit Agreement which in any manner govern or evidence the obligations arising hereunder, the rights and interests of the Administrative Agent and the Lenders and any terms, conditions or matters related to any thereof, Guaranty shall be and hereby are amended amended, superseded and restated in their entirety by the terms, conditions terms and provisions of this Agreement, and Guaranty. [SIGNATURE PAGES TO FOLLOW] ANNEX I TO GUARANTY Reference is hereby made to the terms and provisions of the Existing Credit Agreement, except as otherwise expressly provided herein, shall be superseded by this Agreement. (b) Notwithstanding this amendment and restatement of the Existing Credit Agreement, including anything in this Section 1.06, and of any related “Credit Document” Guaranty (as such term is defined in the Existing Credit Agreement and referred same may be amended, restated, supplemented or otherwise modified from time to hereintime, individually or collectively, as the “Existing Loan DocumentsGuaranty”), dated as of [DATE], made by each of the Subsidiaries of [__________] (ithe “Borrower”) listed on the signature pages thereto (each an “Initial Guarantor”, and together with any additional Subsidiaries which become parties to the Guaranty by executing Guaranty Supplements thereto substantially similar in form and substance hereto, the “Guarantors”), in favor of the Administrative Agent, for the ratable benefit of the Lenders, under the Credit Agreement. Each capitalized term used herein and not defined herein shall have the meaning given to it in the Guaranty. By its execution below, the undersigned, [NAME OF NEW GUARANTOR], a [________________] [corporation] [partnership] [limited liability company] (the “New Guarantor”), agrees to become, and does hereby become, a Guarantor under the Guaranty and agrees to be bound by such Guaranty as if originally a party thereto. By its execution below, the undersigned represents and warrants as to itself that all of the indebtedness, liabilities representations and obligations owing by the Borrower or any other Person under the Existing Credit Agreement and the other Existing Loan Documents (as amended and restated hereby) shall continue as obligations hereunder and thereunder; and (ii) this Agreement is given as a renewal, extension, modification, amendment and substitution of, and not as a novation, discharge, termination or payment warranties contained in Section 1 of the indebtedness, liabilities Guaranty are true and obligations correct in all respects as of the Borrower under the Existing Credit Agreement or any Existing Loan Document and neither the execution and delivery of this Agreement nor the consummation of any other transaction contemplated hereunder is intended to constitute a novation, discharge, termination or payment of the Existing Credit Agreement or of any of the other Existing Loan Documents or any obligations thereunderdate hereof.

Amendment and Restatement. 14.1 Borrower acknowledges, confirms and agrees that (ai) The Administrative Agent the security interests and liens granted to Bank pursuant to the Lenders hereby agree that upon Existing Agreement shall remain in full force and effect and shall secure all Obligations hereunder, (ii) such security interests and liens shall be deemed to be continuously granted and perfected from the effectiveness earliest date of this Agreementgranting and perfection of such security interests and liens, whether under the Existing Agreement or otherwise, (iii) the Obligations represent, among other things, the terms amendment, restatement, renewal, extension, consolidation and provisions modification of the Existing Credit Obligations arising in connection with the Existing Agreement and the Existing Loan Documents and (iv) the Existing Agreement and the Existing Loan Documents to which Borrower is a party have been duly executed and delivered by such Borrower and are in any manner govern or evidence the obligations arising hereunder, the rights full force and interests effect as of the Administrative Agent and the Lenders and any date hereof. 14.2 The terms, conditions or matters related to any thereofconditions, shall be agreements, covenants, representations and hereby are warranties set forth in the Existing Agreement are, effective as of the date hereof, amended and restated in their entirety entirety, and as so amended and restated, replaced and superseded, by the terms, conditions conditions, agreements, covenants, representations and provisions warranties set forth herein; provided that each of this AgreementBorrower and Bank acknowledges, confirms and the terms and provisions of the Existing Credit Agreement, except as otherwise expressly provided herein, shall be superseded by this Agreement. (b) Notwithstanding this agrees that such amendment and restatement of the Existing Credit Agreementshall not, including anything in this Section 1.06, and of any related “Credit Document” (as such term is defined in the Existing Credit Agreement and referred to herein, individually or collectively, as the “Existing Loan Documents”)manner, (i) all be construed to constitute payment of, or impair, limit, cancel or extinguish, or constitute a novation in respect of, the Existing Obligations of the indebtedness, liabilities and obligations owing Borrower evidenced by the Borrower or any other Person arising under the Existing Credit Agreement and or the other Existing Loan Documents (as amended and restated hereby) shall continue as obligations hereunder and thereunder; and Documents, all such Existing Obligations being deemed Obligations under this Agreement or (ii) this Agreement is given as a renewal, extension, modification, amendment adversely affect or impair the priority of security interests and substitution of, and not as a novation, discharge, termination or payment of the indebtedness, liabilities and obligations of the Borrower under liens granted by the Existing Credit Agreement or any and Existing Loan Document and neither the execution and delivery of this Agreement nor the consummation of any other transaction contemplated hereunder is intended to constitute a novation, discharge, termination or payment of the Existing Credit Agreement or of any of the other Existing Loan Documents or any obligations thereunderDocuments.

Amendment and Restatement. The parties hereto agree that: (a) The Administrative Agent this Agreement is intended to, and the Lenders hereby agree that upon the effectiveness of this Agreementdoes hereby, the terms restate, renew, extend, amend, modify, supersede and provisions of replace the Existing Credit Agreement which in any manner govern or its entirety; (b) the Obligations (as defined in this Agreement) represent, among other things, the restatement, renewal, amendment, extension and modification of the “Obligations” (as defined in the Existing Credit Agreement); (c) the Notes, if any, executed pursuant to the Existing Credit Agreement shall continue to evidence the Obligations (as defined in this Agreement); (d) the entering into and performance of their respective obligations arising hereunder, under the rights and interests of the Administrative Agent Loan Documents and the Lenders and any termstransactions evidenced hereby do not constitute a novation nor shall they be deemed to have terminated, conditions extinguished or matters related to any thereof, shall be and hereby are amended and restated in their entirety by discharged the terms, conditions and provisions of this Agreement, and the terms and provisions of indebtedness under the Existing Credit Agreement, except as otherwise expressly provided herein, all of which indebtedness shall continue under and be superseded governed by this Agreement. Agreement and the other Loan Documents, (be) Notwithstanding this amendment the liens and restatement of security interests created by or pursuant to the Existing Credit Agreement, Agreement (including anything in this Section 1.06, and each of any related the “Credit DocumentCollateral Documents” (as such term is defined in the Existing Credit Agreement Agreement) are ratified and referred to hereinconfirmed as security for the Obligations, individually without novation, discharge or collectivelyinterruption, except as the “Existing expressly provided otherwise herein or in any other Loan Documents”), Document; and (if) all of the indebtedness, liabilities and obligations owing by the Borrower or any other Person under references to the Existing Credit Agreement and the other Existing contained in any Loan Documents (Document shall mean such agreement, as amended and restated hereby) shall continue . On the Closing Date and on the date of any refinancing hereof, the “Lenders” (as obligations hereunder and thereunder; and (ii) this Agreement is given as a renewal, extension, modification, amendment and substitution of, and not as a novation, discharge, termination or payment of the indebtedness, liabilities and obligations of the Borrower under defined in the Existing Credit Agreement) that are not Lenders hereunder or any Lender hereunder that will no longer be a Lender immediately after giving effect to such refinancing, as applicable (in each case, the “Non-Continuing Lenders”), the Administrative Agent, on behalf of the Lenders party hereto or party to such refinancing, and the Borrower shall enter into an assignment agreement pursuant to which the Lenders and Non-Continuing Lenders shall make such assignments and assumptions so that, after giving effect thereto and to any Loans made on the Closing Date or in connection with such refinancing, the Total Outstandings under this Agreement or under such refinancing are held by the Lenders in accordance with their respective Applicable Percentages; and each Lender by execution hereof authorizes the Administrative Agent to execute any Existing Loan Document such assignment agreement on behalf of such Lenders and neither the execution and delivery of this Agreement nor the consummation of any other transaction contemplated hereunder is intended to constitute a novation, discharge, termination or payment of the Existing Credit Agreement or of any of the other Existing Loan Documents or any obligations thereunderNon-Continuing Lenders.

Amendment and Restatement. (a) The Administrative Agent This Amended and the Lenders hereby agree that upon the effectiveness of this Restated Environmental and Hazardous Substances Indemnification Agreement, the terms together with that certain Amended and provisions Restated Environmental and Hazardous Substances Indemnification Agreement dated as of the Existing Credit date hereof executed by Guarantor for the benefit of Lender with respect to the Other Loan (as defined in the Security Instrument) (the "Other Agreement") shall amend, restate, and replace in its entirety that certain Environmental and Hazardous Substances Indemnification Agreement which dated as of November 21, 2006 executed by Borrower and Continental Towers Associates III, LLC, a Delaware limited liability company, for the benefit of CWC Capital LLC, a Massachusetts limited liability company ("CWC") (the "Original Agreement"). CWC assigned the entirety of its interest in any manner govern or evidence the obligations arising hereunderLoan Documents (including the Original Agreement) to Lender on December 21, the rights and interests of the Administrative Agent and the Lenders and any terms, conditions or matters related to any thereof, shall be and hereby are amended and restated in their entirety by the 2006. All terms, conditions and provisions of this Agreement, and the terms and provisions obligations of the Existing Credit Agreement, except Original Agreement shall remain in full force and effect as otherwise expressly provided herein, shall be superseded by this Agreement. (b) Notwithstanding this amendment assigned to Lender and restatement of the Existing Credit Agreement, including anything in this Section 1.06, and of any related “Credit Document” (as such term is defined in the Existing Credit Agreement and referred to herein, individually or collectively, as the “Existing Loan Documents”), (i) all of the indebtedness, liabilities and obligations owing by the Borrower or any other Person under the Existing Credit Agreement and the other Existing Loan Documents (as amended and restated hereby) shall continue as obligations hereunder herein and thereunder; in the Other Agreement and (ii) this Agreement is given as a renewal, extension, modification, amendment and substitution ofin its entirety, and not as a novation, discharge, termination all rights and remedies provided for therein shall be preserved to Lender. Nothing contained herein or payment done pursuant hereto shall affect or be construed to affect the priority of the indebtednesslien or security interest securing the Loan over the priority of other liens, liabilities charges, encumbrances or other security interests. Borrower does hereby confirm, ratify and reaffirm the obligations of contained in the Borrower under Original Agreement, as assigned to Lender and as amended and restated hereby and by the Existing Credit Other Agreement or any Existing Loan Document and neither the execution and delivery of this Agreement nor the consummation of any other transaction contemplated hereunder is intended to constitute a novation, discharge, termination or payment of the Existing Credit Agreement or of any of the other Existing Loan Documents or any obligations thereunder.in its entirety. AMENDED AND RESTATED ENVIRONMENTAL AND HAZARDOUS SUBSTANCE 43412-20/Continental Towers

Amendment and Restatement. (a) The Administrative Agent Upon this Agreement becoming effective pursuant to Section 4.01, from and after the Lenders hereby agree that upon the effectiveness of this Agreement, the terms and provisions of the Existing Closing Date: (i) all outstanding “Revolving Credit Agreement which in any manner govern or evidence the obligations arising hereunder, the rights and interests of the Administrative Agent and the Lenders and any terms, conditions or matters related to any thereof, shall be and hereby are amended and restated in their entirety by the terms, conditions and provisions of this Agreement, and the terms and provisions of the Existing Credit Agreement, except as otherwise expressly provided herein, shall be superseded by this Agreement. (b) Notwithstanding this amendment and restatement of the Existing Credit Agreement, including anything in this Section 1.06, and of any related “Credit DocumentLoans” (as such term is defined in the Existing Credit Agreement), if any, shall be deemed to be Revolving Credit Loans outstanding hereunder; (ii) all terms and conditions of the Existing Credit Agreement and referred to herein, individually or collectivelyany other “Loan Document” as defined therein, as amended and restated by this Agreement and the other Loan Documents being executed and delivered on the Closing Date, shall be and remain in full force and effect, as so amended, and shall constitute the legal, valid, binding and enforceable obligations of the Loan Parties to the Lenders and the Agents; (iii) the terms and conditions of the Existing Credit Agreement shall be amended as set forth herein and, as so amended and restated, shall be restated in their entirety, but shall be amended only with respect to the rights, duties and obligations among the Borrower, the Guarantors, the Lenders and the Agents accruing from and after the Closing Date; (iv) this Agreement shall not in any way release or impair the rights, duties, “Obligations” (as such term is defined in the Existing Credit Agreement) or Liens created pursuant to the Existing Credit Agreement or any other “Loan Documents”)Document” as defined therein or affect the relative priorities thereof, (i) in each case to the extent in force and effect thereunder as of the Closing Date, except as modified hereby or by documents, instruments and agreements executed and delivered in connection herewith, and all of such rights, duties, “Obligations” (as such term is defined in the indebtednessExisting Credit Agreement) and Liens are assumed, liabilities ratified and obligations owing affirmed by the Borrower or any other Person and each Guarantor; (v) all indemnification obligations of the Loan Parties under the Existing Credit Agreement and the any other Existing “Loan Documents (Document” as amended and restated hereby) defined therein shall continue as obligations hereunder and thereunder; and (ii) this Agreement is given as a renewal, extension, modification, amendment and substitution of, and not as a novation, discharge, termination or payment of the indebtedness, liabilities and obligations of the Borrower under the Existing Credit Agreement or any Existing Loan Document and neither survive the execution and delivery of this Agreement nor and shall continue in full force and effect for the consummation benefit of the “Lenders”, the “Agents”, and any other “Indemnitee” (as such terms are defined in the Existing Credit Agreement) at any time prior to the Closing Date; (vi) the “Obligations” (as such term is defined in the Existing Credit Agreement) incurred under the Existing Credit Agreement shall, to the extent outstanding on the Closing Date, continue to be outstanding under this Agreement and shall not be deemed to be paid, released, discharged or otherwise satisfied by the execution of this Agreement, and this Agreement shall not constitute a substitution or novation of such Obligations or any of the other rights, duties and obligations of the parties hereunder; (vii) the execution, delivery and effectiveness of this Agreement shall not operate as a waiver of any other transaction contemplated hereunder is intended to right, power or remedy of the “Lenders” or either “Agent” (as such terms are defined in the Existing Credit Agreement) under the Existing Credit Agreement, nor constitute a novationwaiver of any covenant, dischargeagreement or obligation under the Existing Credit Agreement, termination except to the extent that any such covenant, agreement or payment obligation is no longer set forth herein or is modified hereby; and (viii) any and all references in the Loan Documents to the Existing Credit Agreement shall, without further action of the parties, be deemed a reference to the Existing Credit Agreement, as amended and restated by this Agreement, and as this Agreement shall be further amended, modified, supplemented or amended and restated from time to time hereafter in accordance with the terms of this Agreement. For the avoidance of doubt, in no event shall the mandatory prepayment provisions set forth in Section 2.05(b)(i) of the Existing Credit Agreement require any reduction of Commitments after the Closing Date in connection with any asset sales or other transactions occurring prior to the Closing Date. (b) The Agents, the Lenders and the Borrower agree that the Revolving Credit Commitment (as defined in the Existing Credit Agreement) of the “Lenders” under and as defined in the Existing Credit Agreement immediately prior to the effectiveness of this Agreement shall be reallocated among the Lenders such that, immediately after the effectiveness of this Agreement in accordance with its terms, the Revolving Credit Commitment of each Lender hereunder shall be as set forth on Schedule 1.01A. In order to effect such reallocations, assignments shall be deemed to be made among the Lenders under this Agreement in such amounts as may be necessary, and with the same force and effect as if such assignments were evidenced by the applicable Assignment and Acceptance (but without the payment of any related assignment fee), and no other documents or instruments shall be required to be executed in connection with such assignments (all of which such requirements are hereby waived). Further, to effect the other Existing Loan Documents foregoing, each Lender under this Agreement agrees to make cash settlements in respect of any outstanding Revolving Credit Loans, if any, either directly or any obligations thereunderthrough the Administrative Agent, as the Administrative Agent may direct or approve, such that after giving effect to this Agreement, each Lender hereunder holds Revolving Credit Loans equal to its Pro Rata Share (based on the Revolving Credit Commitment of each Lender hereunder outstanding as set forth on Schedule 1.01A).

Amendment and Restatement. The parties hereto agree that: (a) The Administrative Agent this Agreement is intended to, and the Lenders hereby agree that upon the effectiveness of this Agreementdoes hereby, the terms restate, renew, extend, amend, modify, supersede and provisions of replace the Existing Credit Agreement which in any manner govern or its entirety; (b) the Obligations (as defined in this Agreement) represent, among other things, the restatement, renewal, amendment, extension and modification of the “Obligations” (as defined in the Existing Credit Agreement); (c) the Notes, if any, executed pursuant to the Existing Credit Agreement shall continue to evidence the Obligations (as defined in this Agreement); (d) the entering into and performance of their respective obligations arising hereunder, under the rights and interests of the Administrative Agent Loan Documents and the Lenders and any termstransactions evidenced hereby do not constitute a novation nor shall they be deemed to have terminated, conditions extinguished or matters related to any thereof, shall be and hereby are amended and restated in their entirety by discharged the terms, conditions and provisions of this Agreement, and the terms and provisions of indebtedness under the Existing Credit Agreement, except as otherwise expressly provided herein, all of which indebtedness shall continue under and be superseded governed by this Agreement. Agreement and the other Loan Documents, (be) Notwithstanding this amendment the liens and restatement of security interests created by or pursuant to the Existing Credit Agreement, Agreement (including anything in this Section 1.06, and each of any related the “Credit DocumentCollateral Documents” (as such term is defined in the Existing Credit Agreement Agreement) are ratified and referred to hereinconfirmed as security for the Obligations, individually without novation, discharge or collectivelyinterruption, except as the “Existing expressly provided otherwise herein or in any other Loan Documents”), Document; and (if) all of the indebtedness, liabilities and obligations owing by the Borrower or any other Person under references to the Existing Credit Agreement and the other Existing contained in any Loan Documents (Document shall mean such agreement, as amended and restated hereby) shall continue . On the Closing Date and on the date of any refinancing hereof, the “Lenders” (as obligations hereunder and thereunder; and (ii) this Agreement is given as a renewal, extension, modification, amendment and substitution of, and not as a novation, discharge, termination or payment of the indebtedness, liabilities and obligations of the Borrower under defined in the Existing Credit Agreement) that are not Lenders hereunder or any Lender hereunder that will no longer be a Lender immediately after giving effect to such refinancing, as applicable (in each case, the “Non-Continuing Lenders”), the Administrative Agent, on behalf of the Lenders party hereto or party to such refinancing, and the Borrower shall enter into an assignment agreement pursuant to which the Lenders and Non-Continuing Lenders shall make such assignments and assumptions so that, after giving effect thereto and to any Loans made on the Closing Date or in connection with such refinancing, the Total Outstandings under this Agreement or under such refinancing are held by the Lenders in accordance with their respective Applicable Percentages; and each Lender by execution hereof authorizes the Administrative Agent to execute any Existing Loan Document such assignment agreement on behalf of such ▇▇▇▇▇▇▇ and neither the execution and delivery of this Agreement nor the consummation of any other transaction contemplated hereunder is intended to constitute a novation, discharge, termination or payment of the Existing Credit Agreement or of any of the other Existing Loan Documents or any obligations thereunderNon-Continuing Lenders.

Amendment and Restatement. (a) The Administrative Agent Effective as of the date hereof, each Borrower hereby agrees to become a borrower, debtor and the Lenders hereby agree that upon the effectiveness of this Agreementobligor under, and to bind itself to, the terms Existing Financing Agreements to which Borrowers are bound generally (in each case, as modified and provisions restated hereby), and, in such capacity, to assume and bind itself to all Obligations of Borrowers thereunder (as modified and restated hereby). The terms, conditions, agreements, covenants, representations and warranties set forth in and relating to the Existing Credit Agreement which in any manner govern or evidence the obligations arising hereunderare hereby amended, the rights restated, replaced and interests of the Administrative Agent and the Lenders and any terms, conditions or matters related to any thereof, shall be and hereby are amended and restated superseded in their entirety by the terms, conditions conditions, agreements, covenants, representations and provisions of warranties set forth in this Agreement. This Agreement does not extinguish the obligations, including, without limitation, obligations for the payment of money, outstanding under the Existing Credit Agreement or discharge or release the obligations or the liens or priority of any mortgage, pledge, security agreement or any other security therefor, which shall continue, as modified and restated hereby, without interruption and in full force and effect. Nothing herein contained shall be construed as a substitution or novation of the obligations outstanding under the Existing Credit Agreement or instruments securing the same, which shall remain in full force and effect, except in each case as amended, restated, replaced and superseded hereby or by instruments executed in connection herewith. Nothing expressed or implied in this Agreement shall be construed as a release or other discharge of any Borrower or guarantor from any of their obligations or liabilities under the Existing Financing Agreements or any of the security agreements, pledge agreements, mortgages, guaranties or other loan documents executed in connection therewith, except in each case as amended, restated, replaced and superseded hereby or by instruments executed in connection herewith. Each Borrower hereby confirms and agrees that (i) the Existing Agreement and each Existing Financing Agreement (excluding any deed of trust, mortgage or similar instrument encumbering Real Estate) to which it is a party is, and shall continue to be, in full force and effect and is hereby ratified and confirmed in all respects, in each case as amended, restated, replaced and superseded hereby or by instruments executed in connection herewith, except that on and after the terms Closing Date all references in any such Existing Financing Agreement to “the Agreement”, “thereto”, “thereof” “thereunder” or words of like import referring to the Existing Credit Agreement shall mean the Existing Credit Agreement as amended, restated, replaced and provisions superseded by this Agreement; and (ii) to the extent that any such Existing Financing Agreement purports to assign or pledge to the Administrative Agent for the benefit of the Lenders a security interest in or lien on, any collateral as security for the Obligations of any Borrower from time to time existing in respect of the Existing Credit Agreement, such pledge, assignment or grant of the security interest or lien is hereby ratified and confirmed in all respects in favor of Collateral Agent for the benefit of Lenders, which shall remain in full force and effect, except as otherwise expressly provided hereinamended, shall be restated, replaced and superseded hereby or by this Agreementinstruments executed in connection herewith. (b) Notwithstanding this amendment and restatement of the Existing Credit Agreement, including anything in this Section 1.06, and of any related “Credit Document” (as such term is defined in the Existing Credit Agreement and referred to herein, individually or collectively, as the “Existing Loan Documents”), (i) all of the indebtedness, liabilities and obligations owing by the Borrower or any other Person under the Existing Credit Agreement and the other Existing Loan Documents (as amended and restated hereby) shall continue as obligations hereunder and thereunder; and (ii) this Agreement is given as a renewal, extension, modification, amendment and substitution of, and not as a novation, discharge, termination or payment of the indebtedness, liabilities and obligations of the Borrower under the Existing Credit Agreement or any Existing Loan Document and neither the execution and delivery of this Agreement nor the consummation of any other transaction contemplated hereunder is intended to constitute a novation, discharge, termination or payment of the Existing Credit Agreement or of any of the other Existing Loan Documents or any obligations thereunder.

Amendment and Restatement. (a) The Administrative Agent AirTran acknowledges and agrees that the Lenders hereby agree that upon security interest granted to the effectiveness of this AgreementLender or the Security Trustee, as the terms and provisions of case may be pursuant to the Existing Credit Agreement which in any manner govern or evidence the obligations arising hereunder, the rights and interests of the Administrative Agent and the Lenders and any terms, conditions or matters related to any thereof, shall be and hereby are amended and restated in their entirety by the terms, conditions and provisions of this Agreement, and the terms and provisions of the Existing Credit Agreement, except as otherwise expressly provided herein, shall be superseded by this Agreement. (b) Notwithstanding this amendment and restatement of the Existing Credit Agreement, including anything in this Section 1.06, and of any related “Credit Document” Security Documents (as such term is defined in the Existing Credit Agreement and referred to herein, individually or collectively, as the “Existing Loan Documents”Original Agreement), (i) all of shall remain outstanding and in full force and effect in accordance with the indebtedness, liabilities and obligations owing by the Borrower or any other Person under the Existing Credit Original Agreement and the other Existing Loan Credit Documents (as amended defined in the Original Agreement), as amended, restated, supplemented or otherwise modified herein and restated hereby) in the other Credit Documents, and shall continue to secure the Credit Document Obligations and shall secure the Other Obligations. Each of AirTran, the Lender and the Security Trustee acknowledges and confirms that (i) the Obligations represent, among other things, the amendment, restatement, renewal, extension, consolidation and modification of the Obligations (as obligations defined in the Original Agreement) arising in connection with the Original Agreement and other Credit Documents (as defined in the Original Agreement); (ii) the Original Agreement and the other Credit Documents (as defined in the Original Agreement) and the collateral pledged thereunder shall secure, without interruption or impairment of any kind, all existing Obligations (as defined in the Original Agreement) under the Original Agreement and the other Credit Documents (as defined in the Original Agreement) as amended, restated, renewed, extended, consolidated or modified hereunder and thereunderunder the other Credit Documents, together with all other Obligations; (iii) all Liens evidenced by the Security Documents (as defined in the Original Agreement) are hereby ratified, confirmed and continued as modified, amended or restated under the Credit Documents; and (iv) this Agreement is intended to restate, renew, extend, consolidate, amend and modify the Original Agreement in its entirety. Each of AirTran, the Lender and the Security Trustee intend that (i) the provisions of the Original Agreement and the other Credit Documents (as defined in the Original Agreement), to the extent restated, renewed, extended, consolidated, amended or modified hereby and by the other Credit Documents, be hereby superseded and replaced by the provisions hereof and of the other Credit Documents; and (ii) by entering into and performing their respective obligations hereunder, this Agreement is given as a renewal, extension, modification, amendment and substitution of, and transaction shall not as a novation, discharge, termination or payment of the indebtedness, liabilities and obligations of the Borrower under the Existing Credit Agreement or any Existing Loan Document and neither the execution and delivery of this Agreement nor the consummation of any other transaction contemplated hereunder is intended to constitute a novation, discharge, termination novation and shall in no way adversely affect or payment impair the priority of Liens granted by the Existing Credit Agreement or of any of Security Documents (as defined in the other Existing Loan Documents or any obligations thereunderOriginal Agreement).

Amendment and Restatement. The parties hereto agree that on the Closing Date, the following transactions shall be deemed to occur automatically, without further action by any party hereto: (a) The Administrative Agent the Existing Credit Agreement shall be deemed to be amended and restated in its entirety in the form of this Agreement; (b) the Loans shall serve to extend, renew and continue, but not to extinguish or novate, the Existing Loans and the Lenders corresponding promissory notes and to amend, restate and supersede, but not to extinguish or cause to be novated the Existing Obligations under, the Existing Credit Agreement; (c) the Borrower hereby agree that agrees that, upon the effectiveness of this Agreement, the terms and provisions of the Existing Credit Agreement which in any manner govern or evidence the obligations arising hereunder, the rights and interests of the Administrative Agent and the Lenders and any terms, conditions or matters related to any thereof, shall be and hereby are amended and restated in their entirety by the terms, conditions and provisions of this Agreement, and the terms and provisions of the Existing Credit Agreement, except as otherwise expressly provided herein, shall be superseded by this Agreement. (b) Notwithstanding this amendment and restatement of the Existing Credit Agreement, including anything in this Section 1.06, and of any related “Credit Document” (as such term is defined in the Existing Credit Agreement and referred to herein, individually or collectively, as the “Existing Loan Documents”), (i) all of the indebtedness, liabilities and obligations owing by the Borrower or any other Person Loans outstanding under the Existing Credit Agreement and all accrued and unpaid interest thereon shall be deemed to be outstanding under and payable by this Agreement; (d) all Existing Obligations (including any Existing Obligations that have accrued, but are not payable, as of the other Closing Date) shall, to the extent not paid on the Closing Date, be deemed to be Obligations outstanding (and in the case of any accrued Existing Loan Documents Obligations that have accrued, but are not payable, as of the Closing Date, such accrued Existing Obligations shall be paid on the date or dates that such Existing Obligations were due under the Existing Agreement); (as amended and restated herebye) shall continue as obligations hereunder and thereunder; and (ii) this Agreement is given as a renewal, extension, modification, amendment and substitution of, and not as a novation, discharge, termination or the Liens in favor of Administrative Agent securing payment of the indebtedness, liabilities Existing Obligations shall remain in full force and obligations of effect with respect to the Borrower under Obligations and are hereby reaffirmed in accordance with the Existing Credit Agreement or any Existing Loan Document Security Documents; and (f) the parties acknowledge and neither the execution and delivery of agree that this Agreement nor and the consummation of any other transaction contemplated hereunder is intended to Loan Documents do not constitute a novation, discharge, payment and reborrowing or termination or payment of the Existing Credit Obligations and that all such Existing Obligations are in all respects continued and outstanding as Obligations under this Agreement or with only the terms being modified from and after the effective date of any of this Agreement as provided in this Agreement and the other Existing Loan Documents or any obligations thereunder.Documents. 733476286 14464587

Amendment and Restatement. (a) The Each Borrower Party acknowledges and agrees that the security interests and Liens (as defined in the Existing Credit Agreement) granted to the Administrative Agent and the Lenders hereby agree that upon the effectiveness of this Agreement, the terms and provisions of pursuant to the Existing Credit Agreement which in any manner govern or evidence the obligations arising hereunder, the rights and interests of the Administrative Agent and the Lenders and any terms, conditions or matters related to any thereof, shall be and hereby are amended and restated other Security Documents (as defined in their entirety by the terms, conditions and provisions of this Agreement, and the terms and provisions of the Existing Credit Agreement, except as otherwise expressly provided herein), shall be superseded by this Agreementremain outstanding and in full force and effect, without interruption or impairment of any kind, in accordance with the Existing Credit Agreement and shall continue to secure the Obligations. (b) Notwithstanding this amendment Each Borrower Party acknowledges and restatement agrees that (i) the Obligations represent, among other things, the amendment, restatement, renewal, extension, consolidation and modification of the Existing Credit Agreement, including anything in this Section 1.06, and of any related “Credit Document” Obligations (as such term is defined in the Existing Credit Agreement) arising in connection with the Existing Credit Agreement and referred to herein, individually or collectively, other Loan Documents (as defined in the “Existing Loan Documents”), Credit Agreement) executed in connection therewith; (iii) all of the indebtedness, liabilities and obligations owing by the Borrower Parties intend that the Existing Credit Agreement and the other Loan Documents (as defined in the Existing Credit Agreement) executed in connection therewith and the collateral pledged thereunder shall secure, without interruption or impairment of any other Person kind, all existing Obligations (as defined in the Existing Credit Agreement) under the Existing Credit Agreement and the other Existing Loan Documents (as amended defined in the Existing Credit Agreement) executed in connection therewith, as they may be amended, restated, renewed, extended, consolidated and restated herebymodified hereunder, together with all other obligations hereunder; (iii) shall continue all Liens (as obligations hereunder defined in the Existing Credit Agreement) evidenced by the Loan Documents (as defined in the Existing Credit Agreement) executed in connection therewith are hereby ratified, confirmed and thereundercontinued; and (iiiv) this Agreement is given as a renewalthe Loan Documents are intended to restate, extensionrenew, modificationextend, amendment consolidate, amend and substitution of, and not as a novation, discharge, termination or payment of the indebtedness, liabilities and obligations of the Borrower under modify the Existing Credit Agreement and the other Loan Documents (as defined in the Existing Credit Agreement) executed in connection therewith. Notwithstanding the foregoing, the Borrower Parties and the Lender Group acknowledge and agree that US Ben ▇▇▇▇▇▇▇ Holdco shall not be a Guarantor and shall not be a party to the Security Agreement, Pledge Agreement or any Existing Loan Document Intellectual Property Security Agreement, and neither the execution and delivery Parent shall be required to pledge only 65% of this Agreement nor its Equity Interest in US Ben ▇▇▇▇▇▇▇ Holdco under the consummation of any other transaction contemplated hereunder is intended to constitute a novation, discharge, termination or payment Pledge Agreement. (c) Each Borrower Party intends that (i) the provisions of the Existing Credit Agreement or of any and the other Loan Documents (as defined in the Existing Credit Agreement) executed in connection therewith, to the extent restated, renewed, extended, consolidated, amended and modified hereby and by the other Loan Documents, be hereby superseded and replaced by the provisions hereof and of the other Loan Documents; (ii) the Revolving Loan Notes restate, renew, extend, consolidate, amend, modify, replace, are substituted for and supersede in their entirety, but do not extinguish, the Obligations (as defined in the Existing Credit Agreement) arising under the Revolving Loan Documents or any Notes (as defined in the Existing Credit Agreement) issued pursuant to the Existing Credit Agreement; and (iii) by entering into and performing their respective obligations thereunderhereunder, this transaction shall not constitute a novation.

Amendment and Restatement. (a) The Administrative Agent As of the Effective Date, the Existing Credit Agreement shall be deemed amended and restated in its entirety as set forth in this Agreement, and this Agreement shall supersede in its entirety the Existing Credit Agreement. After taking into account the partial payment on the Obligations as set forth in Section 4.01(t), the Obligations outstanding under the Existing Credit Agreement shall continue to be due and owing without defense, offset or counterclaim and shall be and become for all purposes Obligations hereunder. After giving effect to the Joe’s Asset Dispositions and the Lenders release of all Liens on Collateral in connection therewith, all Liens and security interests granted under the Existing Loan Documents shall continue to be in full force and effect in accordance with the terms of the applicable Existing Loan Documents and are hereby agree that upon ratified and confirmed. Except for the effectiveness partial payment on the Obligations as set forth in Section 4.01(t) and the release of Liens on certain Collateral in connection with the Joe’s Asset Dispositions, the amendment and restatement contained herein shall not, in any manner, be construed to constitute payment of, or impair, limit, cancel or extinguish, or constitute a novation in respect of, the Obligations of the Loan Parties evidenced by or arising under the Existing Credit Agreement, and the Liens and security interests of Collateral Agent securing such Obligations, which shall not in any manner be impaired, limited, terminated, waived or released, but shall continue in full force and effect in favor of Collateral Agent, for its benefit and the ratable benefit of the Lenders. All references in the Existing Loan Documents to the “Agreement” shall be deemed to refer to this Agreement. Concurrently with the satisfaction of the conditions set forth in Section 4.01 of this Agreement, the terms Agents and provisions Lenders hereby waive (i) the Existing Defaults (as defined in the Forbearance Agreement), (ii) the Forbearance Defaults (as defined in the Forbearance Agreement) that occurred under the Forbearance Agreement as a result of the Loan Parties’ failure to comply with the Sale/Recapitalization Process Milestones set forth in Section 5.02 and Schedule I of the Forbearance Agreement and (iii) the failure of the Loan Parties to provide a certificate of the Chief Financial Officer within 45 days of the end of each of the quarters ended February 28, 2015 and May 31, 2015. Notwithstanding the foregoing, the waiver of the Existing Credit Agreement which in any manner govern or evidence Defaults, Forbearance Defaults and other Defaults set forth above does not establish a course of conduct between the obligations arising hereunder, the rights and interests of the Administrative Agent Loan Parties and the Agents and Lenders and the Loan Parties hereby agree that the Agents and Lenders are not obligated to waive any terms, conditions future Events of Default under the this Agreement or matters related to any thereof, shall be and hereby are amended and restated in their entirety by the terms, conditions and provisions of this Agreement, and the terms and provisions of the Existing Credit Agreement, except as otherwise expressly provided herein, shall be superseded by this Agreement. (b) Notwithstanding this amendment and restatement of the Existing Credit Agreement, including anything in this Section 1.06, and of any related “Credit Document” (as such term is defined in the Existing Credit Agreement and referred to herein, individually or collectively, as the “Existing other Loan Documents”), (i) all of the indebtedness, liabilities and obligations owing by the Borrower or any other Person under the Existing Credit Agreement and the other Existing Loan Documents (as amended and restated hereby) shall continue as obligations hereunder and thereunder; and (ii) this Agreement is given as a renewal, extension, modification, amendment and substitution of, and not as a novation, discharge, termination or payment of the indebtedness, liabilities and obligations of the Borrower under the Existing Credit Agreement or any Existing Loan Document and neither the execution and delivery of this Agreement nor the consummation of any other transaction contemplated hereunder is intended to constitute a novation, discharge, termination or payment of the Existing Credit Agreement or of any of the other Existing Loan Documents or any obligations thereunder.

Amendment and Restatement. (a) The Administrative Agent and As of the Lenders hereby agree that upon the effectiveness of this Agreementdate hereof, the terms and provisions of the Existing Credit Agreement which in any manner govern or evidence the obligations arising hereunder, the rights and interests of the Administrative Agent and the Lenders and any terms, conditions or matters related to any thereofconditions, shall be agreements, covenants, representations and warranties set forth in the Original Guarantee and Collateral Agreement are hereby are amended and restated in their entirety by the terms, conditions conditions, agreements, covenants, representations and provisions of warranties set forth in this Agreement, except that nothing herein or in the other Transaction Documents shall impair or adversely affect the continuation of the liability of the Grantors for the Obligations heretofore incurred and the terms security interests, liens and provisions other interests in the Collateral heretofore granted, pledged and/or assigned by the Grantors to the Collateral Agent and the Administrative Agent under the Original Guarantee and Collateral Agreement, for itself and for the benefit of the Existing Credit Agreement, except as otherwise expressly provided herein, shall be superseded by this AgreementSecured Parties. (b) Notwithstanding this The amendment and restatement of the Existing Credit Agreementcontained herein shall not, including anything in this Section 1.06any manner, and of any related “Credit Document” (as such term is defined in the Existing Credit Agreement and referred be construed to herein, individually or collectively, as the “Existing Loan Documents”), (i) all of the indebtedness, liabilities and obligations owing by the Borrower or any other Person under the Existing Credit Agreement and the other Existing Loan Documents (as amended and restated hereby) shall continue as obligations hereunder and thereunder; and (ii) this Agreement is given as a renewal, extension, modification, amendment and substitution constitute payment of, and not as a novationor impair, dischargelimit, termination cancel or payment of the indebtednessextinguish, liabilities and obligations of the Borrower under the Existing Credit Agreement or any Existing Loan Document and neither the execution and delivery of this Agreement nor the consummation of any other transaction contemplated hereunder is intended to constitute a novation, discharge, termination or payment of the Existing Credit Agreement or novation in respect of any of the obligations, liabilities and indebtedness of the Company evidenced by or arising under the Original Guarantee and Collateral Agreement or the Transaction Documents, and the liens and security interests securing such other Existing Loan Documents obligations, liabilities and indebtedness, which shall not in any manner be impaired, limited, terminated, waived or any obligations thereunderreleased. (c) The Grantors hereby acknowledge, confirm and agree that (a) the Collateral Agent, for itself and for the benefit of the Secured Parties, has and shall continue to have a security interest in and lien upon the Collateral heretofore granted to the Collateral Agent (or Administrative Agent) under the Original Guarantee and Collateral Agent, and (b) the liens and security interests of the Collateral Agent in the Collateral shall be deemed to be continuously granted and perfected from the earliest date of the granting and perfection of such liens and security interest under the Original Guarantee and Collateral Agreement.

Amendment and Restatement. This Guaranty amends, restates and replaces the Existing Guaranty. Nothing herein contained shall be construed as a substitution or novation of the obligations outstanding under the Existing Guaranty or any agreements, documents or instruments securing the same, which shall remain in full force and effect, except as expressly modified hereby or by instruments executed concurrently herewith. IN WITNESS WHEREOF, ▇▇▇▇▇▇▇▇▇ has executed and delivered this Guaranty as of the date first set forth above. GUARANTOR: KBS REIT PROPERTIES III, LLC, a Delaware limited liability company By: KBS LIMITED PARTNERSHIP III, a Delaware limited partnership, its sole member By: KBS REAL ESTATE INVESTMENT TRUST III, INC., a Maryland corporation, its general partner By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, ▇▇. ▇▇▇▇▇▇▇ J, ▇▇▇▇▇▇▇▇▇, Jr., Chief Executive Officer Notice Address: c/o KBS Capital Advisors LLC ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇ Newport Beach, CA 92660 Attention: ▇▇▇▇▇▇ ▇▇▇▇▇▇-▇▇▇▇▇▇▇▇ This Addendum supplements that certain Amended and Restated Recourse Carve-Out Guaranty Agreement to which it is attached (aincluding all addenda attached thereto, and all modifications and amendments thereto, the "Guaranty") The by KBS REIT PROPERTIES III, LLC, a Delaware limited liability company ("Guarantor") in favor of U.S. BANK NATIONAL ASSOCIATION, a national banking association, as administrative agent ("Administrative Agent Agent") for itself as a "Lender" and the Lenders hereby agree that upon other "Lenders" under the effectiveness Loan Agreement. In the event of this Agreement, any conflict between the terms and provisions of the Existing Credit Agreement which in any manner govern or evidence the obligations arising hereunder, the rights and interests of the Administrative Agent and the Lenders and any terms, conditions or matters related to any thereof, shall be and hereby are amended and restated in their entirety by the terms, conditions and provisions of this AgreementAddendum, on the one hand, and the terms and Guaranty, on the other hand, the provisions of this Addendum shall prevail and control. Capitalized terms used but not defined herein shall have the Existing Credit Agreement, except as otherwise expressly provided herein, shall be superseded by this Agreement. (b) Notwithstanding this amendment and restatement of the Existing Credit Agreement, including anything in this Section 1.06, and of any related “Credit Document” (as meaning ascribed to such term is defined terms in the Existing Credit Agreement and referred to herein, individually or collectively, as the “Existing Loan Documents”), (i) all of the indebtedness, liabilities and obligations owing by the Borrower or any other Person under the Existing Credit Agreement and the other Existing Loan Documents (as amended and restated hereby) shall continue as obligations hereunder and thereunder; and (ii) this Agreement is given as a renewal, extension, modification, amendment and substitution of, and not as a novation, discharge, termination or payment of the indebtedness, liabilities and obligations of the Borrower under the Existing Credit Agreement or any Existing Loan Document and neither the execution and delivery of this Agreement nor the consummation of any other transaction contemplated hereunder is intended to constitute a novation, discharge, termination or payment of the Existing Credit Agreement or of any of the other Existing Loan Documents or any obligations thereunderGuaranty.

Amendment and Restatement. (a) The Administrative Agent and the Lenders hereby agree that upon the effectiveness By execution of this Agreement, each Borrower and the terms and provisions of Guarantors acknowledging below agrees that: (a) the Existing Credit Agreement which in any manner govern or evidence the obligations arising hereunder, the rights and interests of the Administrative Agent and the Lenders and any terms, conditions or matters related to any thereof, shall be and hereby are amended and restated in their entirety is incorporated herein by the terms, conditions and provisions of this Agreementreference, and the terms shall continue to be in full force and provisions of effect except as expressly modified hereby; (b) all Loan Documents, as defined in the Existing Credit Agreement, with or relating to the Borrower or any Guarantor Company, including, without limitation, those documents listed on Schedule 11.19 are incorporated by reference into the Loan Documents and shall continue to be Loan Documents hereunder and in full force and effect, except to the extent expressly modified hereby; (c) except to the extent expressly modified as otherwise expressly provided hereinabove, shall be superseded by this Agreement. (b) Notwithstanding this amendment it reaffirms and restatement ratifies all of its agreements in the Existing Credit AgreementAgreement and Loan Documents, including anything in this Section 1.06, and of any related “Credit Document” (as such term is defined in the Existing Credit Agreement and referred to herein, individually or collectively, as (the “Existing Loan Documents”” ); (d) each reference in the Existing Loan Documents, and any terms defined in the Existing Loan Documents by reference to terms in the Existing Credit Agreement, shall be deemed to be references to this Agreement and the terms defined in this Agreement; (e) Agent is authorized in its own name or in the name of Borrower and the Guarantors, in Agent’s discretion and from time to time, to make such notations on or modifications to the Existing Loan Documents to reflect the intentions of the parties as expressed herein; and (f) to the extent necessary or desirable to give effect to the intent of the parties under this Agreement and any Existing Loan Documents (including, without limitation, any collateral document included therein), (i) all of this Agreement and the indebtedness, liabilities and obligations owing by the Borrower or any other Person under Loan Documents shall construed as an amendment to the Existing Credit Agreement and the other Existing Loan Documents, it being the intent of the parties that, without further action, collateral security in which Agent and/or Lenders were granted a Lien under any Existing Loan Documents (as amended and restated hereby) shall continue as obligations hereunder and thereunder; and (ii) this Agreement is given as a renewal, extension, modification, amendment and substitution of, and not as a novation, discharge, termination or payment of secure the indebtedness, liabilities and relevant obligations of the Borrower Company under the Existing Credit Agreement or any Existing Loan Document and neither the execution and delivery of this Agreement nor the consummation of any other transaction contemplated hereunder is intended to constitute a novation, discharge, termination or payment of the Existing Credit Agreement or of any of and the other Existing Loan Documents or any obligations thereunderDocuments.

Amendment and Restatement. (a) The Administrative Agent This Agreement shall become effective, and shall amend and restate the Original Loan Agreement, as amended by the First Term Loan Amendment, the Second Term Loan Amendment and the Lenders hereby agree that Third Term Loan Amendment, upon the effectiveness execution of this Agreement, the terms Agreement by Borrower and provisions of the Existing Credit Agreement which in any manner govern or evidence the obligations arising hereunder, the rights Lender; and interests of the Administrative Agent from and the Lenders and any terms, conditions or matters related to any thereof, shall be and hereby are amended and restated in their entirety by the terms, conditions and provisions of this Agreement, and the terms and provisions of the Existing Credit Agreement, except as otherwise expressly provided herein, shall be superseded by this Agreement. (b) Notwithstanding this amendment and restatement of the Existing Credit Agreement, including anything in this Section 1.06, and of any related “Credit Document” (as after such term is defined in the Existing Credit Agreement and referred to herein, individually or collectively, as the “Existing Loan Documents”)effective time, (i) all of references made to the indebtedness, liabilities and obligations owing by “this Agreement” or “the Borrower Loan Agreement” in the Loan Documents or in any other Person under the Existing Credit instrument or document executed and/or delivered pursuant thereto shall, without anything further, be deemed to refer to this Agreement and the other Existing Loan Documents (as amended and restated hereby) shall continue as obligations hereunder and thereunder; and (ii) the Original Loan Agreement, as amended by the First Term Loan Amendment, the Second Term Loan Amendment and the Third Term Loan Amendment, shall be deemed amended and restated, without novation, in its entirety hereby. All the Other Agreements are hereby reaffirmed and shall continue in full force and effect. Borrower acknowledges that the Term Loans and other Obligations evidenced by the Original Loan Agreement, as amended by the First Term Loan Amendment, the Second Term Loan Amendment and the Third Term Loan Amendment, including the Other Agreements and all the other instruments, documents and agreements executed and delivered in connection with the Original Loan Agreement, as amended by the First Term Loan Amendment, the Second Term Loan Amendment and the Third Term Loan Amendment, , have not been satisfied but instead have become part of the Term Loans and Obligations under this Agreement and under the other Loan Documents. Borrower further acknowledges that all of the Liens granted by Borrower under the Original Loan Agreement, as amended by the First Term Loan Amendment, the Second Term Loan Amendment and the Third Term Loan Amendment, and all instruments, documents and agreements executed in connection therewith are hereby reaffirmed and shall continue hereafter to secure the Obligations under the Loan Documents, until all Obligations are repaid in full in cash and this Agreement is given as a renewal, extension, modification, amendment and substitution of, and not as a novation, discharge, termination or payment of the indebtedness, liabilities and obligations of the Borrower under the Existing Credit Agreement or any Existing Loan Document and neither the execution and delivery of this Agreement nor the consummation of any other transaction contemplated hereunder is intended to constitute a novation, discharge, termination or payment of the Existing Credit Agreement or of any of the other Existing Loan Documents or any obligations thereunderterminated.

Amendment and Restatement. The parties hereto agree that: (a) The Administrative Agent this Agreement is intended to, and the Lenders hereby agree that upon the effectiveness of this Agreementdoes hereby, the terms restate, renew, extend, amend, modify, supersede and provisions of replace the Existing Credit Agreement which in any manner govern or its entirety; (b) the Obligations (as defined in this Agreement) represent, among other things, the restatement, renewal, amendment, extension and modification of the “Obligations” (as defined in the Existing Credit Agreement); (c) the Notes, if any, executed pursuant to the Existing Credit Agreement shall continue to evidence the Obligations (as defined in this Agreement); (d) the entering into and performance of their respective obligations arising hereunder, under the rights and interests of the Administrative Agent Loan Documents and the Lenders and any termstransactions evidenced hereby do not constitute a novation nor shall they be deemed to have terminated, conditions extinguished or matters related to any thereof, shall be and hereby are amended and restated in their entirety by discharged the terms, conditions and provisions of this Agreement, and the terms and provisions of indebtedness under the Existing Credit Agreement, except as otherwise expressly provided herein, all of which indebtedness shall continue under and be superseded governed by this Agreement. Agreement and the other Loan Documents, (be) Notwithstanding this amendment the liens and restatement of security interests created by or pursuant to the Existing Credit Agreement, Agreement (including anything in this Section 1.06, and each of any related the “Credit DocumentCollateral Documents” (as such term is defined in the Existing Credit Agreement Agreement) are ratified and referred to hereinconfirmed as security for the Obligations, individually without novation, discharge or collectivelyinterruption, except as the “Existing expressly provided otherwise herein or in any other Loan Documents”), Document; and (if) all of the indebtedness, liabilities and obligations owing by the Borrower or any other Person under references to the Existing Credit Agreement and the other Existing contained in any Loan Documents (Document shall mean such agreement, as amended and restated hereby) shall continue . On the Closing Date and on the date of any refinancing hereof, the “Lenders” (as obligations hereunder and thereunder; and (ii) this Agreement is given as a renewal, extension, modification, amendment and substitution of, and not as a novation, discharge, termination or payment of the indebtedness, liabilities and obligations of the Borrower under defined in the Existing Credit Agreement) that are not Lenders hereunder or any Lender hereunder that will no longer be a Lender immediately after giving effect to such refinancing, as applicable (in each case, the “Non-Continuing Lenders”), the Administrative Agent, on behalf of the Lenders party hereto or party to such refinancing, and the Borrower shall enter into an assignment agreement pursuant to which the Lenders and Non-Continuing Lenders shall make such assignments and assumptions so that, after giving effect thereto and to any Loans made on the Closing Date or in connection with such refinancing, the Total Outstandings under this Agreement or under such refinancing are held by the Lenders in accordance with their respective Applicable Percentages; and each Lender by execution hereof authorizes the Administrative Agent to execute any Existing Loan Document such assignment agreement on behalf of such L▇▇▇▇▇▇ and neither the execution and delivery of this Agreement nor the consummation of any other transaction contemplated hereunder is intended to constitute a novation, discharge, termination or payment of the Existing Credit Agreement or of any of the other Existing Loan Documents or any obligations thereunderNon-Continuing Lenders.

Amendment and Restatement. (a) The Section 2.02(a) of the Receivables Transfer Agreement is hereby amended by amending and restating the third sentence of the second paragraph thereof to read as follows: “Each Incremental Transfer shall be subject to the condition precedent that the Collection Agent shall have delivered to the Administrative Agent Agent, in form and the Lenders hereby agree that upon the effectiveness of this Agreementsubstance satisfactory to each Funding Agent, the terms most recently completed Settlement Statement and, with respect to any Incremental Transfer for which the proposed date of such Incremental Transfer is after January 15, 2009, a Daily Report dated within one (1) Business Day prior to the desired date of such Incremental Transfer (and provisions to the extent required by Section 5.01(a)(ix) for proposed Incremental Transfers prior to January 15, 2009, a completed Weekly Report dated within five (5) Business Days prior to the desired date of such Incremental Transfer), together with such other additional information as any Funding Agent may reasonably request.” (b) Section 2.03(g) of the Existing Credit Receivables Transfer Agreement which in any manner govern or evidence the obligations arising hereunder, the rights and interests of the Administrative Agent and the Lenders and any terms, conditions or matters related to any thereof, shall be and is hereby are amended and restated in their its entirety by the terms, conditions and provisions of this Agreement, and the terms and provisions to read as follows: (g) Nieuw Amsterdam may at any time designate all or any portion of the Existing Credit Net Investment held by it as a “CP Conduit Purchaser” as having been transferred to itself in its capacity as a “Committed Purchaser”, to the same extent and with the same effect as if such transfer had been made to a third party Committed Purchaser pursuant to this Agreement or an Asset Purchase Agreement. Three Pillars may at any time designate all or any portion of the Net Investment held by it as a “CP Conduit Purchaser” as having been transferred to itself in its capacity as a “Committed Purchaser”, except to the same extent and with the same effect as otherwise expressly provided herein, shall be superseded if such transfer had been made to a third party Committed Purchaser pursuant to this Agreement or an Asset Purchase Agreement.” (c) Section 2.11(a) of the Receivables Transfer Agreement is hereby amended by this Agreementdeleting the reference to “2.00%” therein and substituting therefor “3.50%”. (bd) Notwithstanding this amendment and restatement Section 2.12(a) of the Existing Credit Agreement, including anything in this Section 1.06, and of any related “Credit Document” (as such term Receivables Transfer Agreement is defined in the Existing Credit Agreement and referred to herein, individually or collectively, as the “Existing Loan Documents”), (i) all of the indebtedness, liabilities and obligations owing by the Borrower or any other Person under the Existing Credit Agreement and the other Existing Loan Documents (as hereby amended and restated hereby) shall continue in its entirety to read as obligations hereunder and thereunder; and (ii) this Agreement is given as a renewal, extension, modification, amendment and substitution of, and not as a novation, discharge, termination or payment of the indebtedness, liabilities and obligations of the Borrower under the Existing Credit Agreement or any Existing Loan Document and neither the execution and delivery of this Agreement nor the consummation of any other transaction contemplated hereunder is intended to constitute a novation, discharge, termination or payment of the Existing Credit Agreement or of any of the other Existing Loan Documents or any obligations thereunder.follows:

Amendment and Restatement. Effective as of the Amendment and Restatement Effective Date: (ai) The Administrative Agent and the Lenders Existing Term Loan Agreement is hereby agree that upon the effectiveness of this Agreement, the terms and provisions of the Existing Credit Agreement which in any manner govern or evidence the obligations arising hereunder, the rights and interests of the Administrative Agent and the Lenders and any terms, conditions or matters related to any thereof, shall be and hereby are amended and restated in their its entirety by to be in the terms, conditions and provisions of this Agreement, and the terms and provisions form of the Amended and Restated Credit Agreement attached as Annex 1 hereto (the Existing Credit Term Loan Agreement as so amended and Restated, the “Restated Term Loan Agreement, except as otherwise expressly provided herein, shall be superseded by this Agreement.”); (bii) Notwithstanding this amendment All Exhibits to the Existing Term Loan Agreement are hereby amended and restatement restated to be in the form of the corresponding Exhibits attached in Annex 2 hereto; (iii) All Schedules to the Existing Credit Agreement, including anything in this Section 1.06, Term Loan Agreement are hereby amended and of any related “Credit Document” (as such term is defined restated to be in the Existing Credit form of the corresponding Schedules in Annex 3 hereto; (iv) The Pledge and Security Agreement and referred to herein, individually or collectively, as (the “Existing Loan DocumentsSecurity Agreement”)) dated as of May 10, (i) all 2010, among the Borrower, Holdings, Spansion Technology, certain subsidiaries of the indebtedness, liabilities Borrower and obligations owing by the Borrower or any other Person under the Existing Credit Agreement and the other Existing Loan Documents (Barclays Bank PLC as collateral agent is hereby amended and restated hereby) shall continue as obligations hereunder and thereunder; and (ii) this Agreement is given as a renewal, extension, modification, amendment and substitution of, and not as a novation, discharge, termination or payment in its entirety to be in the form of the indebtedness, liabilities Amended and obligations Restated Pledge and Security Agreement attached as Annex 4 hereto; (v) All Exhibits to the Existing Security Agreement are hereby amended and restated to be in the form of the Borrower under corresponding Exhibits in Annex 5 hereto; and (vi) All Schedules to the Existing Credit Security Agreement or any Existing Loan Document are hereby amended and neither restated to be in the execution and delivery of this Agreement nor the consummation of any other transaction contemplated hereunder is intended to constitute a novation, discharge, termination or payment form of the Existing Credit Agreement or of any of the other Existing Loan Documents or any obligations thereundercorresponding Schedules in Annex 6 hereto.

Amendment and Restatement. The parties hereto agree that on the Closing Date, the following transactions shall be deemed to occur automatically, without further action by any party hereto: ​ (a) The Administrative Agent the Existing Credit Agreement shall be deemed to be amended and restated in its entirety in the form of this Agreement; ​ (b) the Loans shall serve to extend, renew and continue, but not to extinguish or novate, the Existing Loans and the Lenders corresponding promissory notes and to amend, restate and supersede, but not to extinguish or cause to be novated the Existing Obligations under, the Existing Credit Agreement; (c) the Borrower hereby agree that agrees that, upon the effectiveness of this Agreement, the terms and provisions of the Existing Credit Agreement which in any manner govern or evidence the obligations arising hereunder, the rights and interests of the Administrative Agent and the Lenders and any terms, conditions or matters related to any thereof, shall be and hereby are amended and restated in their entirety by the terms, conditions and provisions of this Agreement, and the terms and provisions of the Existing Credit Agreement, except as otherwise expressly provided herein, shall be superseded by this Agreement. (b) Notwithstanding this amendment and restatement of the Existing Credit Agreement, including anything in this Section 1.06, and of any related “Credit Document” (as such term is defined in the Existing Credit Agreement and referred to herein, individually or collectively, as the “Existing Loan Documents”), (i) all of the indebtedness, liabilities and obligations owing by the Borrower or any other Person Loans outstanding under the Existing Credit Agreement and all accrued and unpaid interest thereon shall be deemed to be outstanding under and payable by this Agreement; (d) all Existing Obligations (including any Existing Obligations that have accrued, but are not payable, as of the other Closing Date) shall, to the extent not paid on the Closing Date, be deemed to be Obligations outstanding (and in the case of any accrued Existing Loan Documents Obligations that have accrued, but are not payable, as of the Closing Date, such accrued Existing Obligations shall be paid on the date or dates that such Existing Obligations were due under the Existing Agreement); (as amended and restated herebye) shall continue as obligations hereunder and thereunder; and (ii) this Agreement is given as a renewal, extension, modification, amendment and substitution of, and not as a novation, discharge, termination or the Liens in favor of Administrative Agent securing payment of the indebtedness, liabilities Existing Obligations shall remain in full force and obligations of effect with respect to the Borrower under Obligations and are hereby reaffirmed in accordance with the Existing Credit Agreement or any Existing Loan Document Security Documents; and (f) the parties acknowledge and neither the execution and delivery of agree that this Agreement nor and the consummation of any other transaction contemplated hereunder is intended to Loan Documents do not constitute a novation, discharge, payment and reborrowing or termination or payment of the Existing Credit Obligations and that all such Existing Obligations are in all respects continued and outstanding as Obligations under this Agreement or with only the terms being modified from and after the effective date of any of this Agreement as provided in this Agreement and the other Existing Loan Documents or any obligations thereunder.Documents. ​

Amendment and Restatement. (a) The Administrative Agent and Subject to the Lenders hereby agree that upon satisfaction or waiver of the effectiveness conditions precedent set forth in Section 4 of this Agreement on or before December 27, 2001, each Noteholder, by its execution of this Agreement, hereby agrees and consents to (a) the terms amendment and provisions restatement in its entirety of the Existing Credit Note Agreement which in any manner govern by this Agreement and, upon the satisfaction or evidence the obligations arising hereunderwaiver of such conditions precedent, the rights Existing Note Agreement is hereby so amended and interests restated, (b) the amendment and restatement in their entirety of the Administrative Agent Existing Notes and (c) the Lenders and any termsreplacement of the Existing Guaranty Agreements, and, upon the satisfaction or waiver of such conditions or matters related to any thereofprecedent, shall be and the Existing Notes are hereby are amended and restated in their entirety by in the termsforms attached hereto as Exhibit A-1 and Exhibit A-2, conditions and provisions of this Agreementas the case may be, and the terms Existing Guaranty Agreements are hereby terminated and provisions of no further force or effect and replaced with the Parent Guaranty Agreement and the Subsidiary Guaranty Agreement. Upon the satisfaction or waiver of such conditions precedent, the Existing Credit AgreementNotes shall be, except as otherwise expressly provided herein, shall be superseded by this Agreement. (b) Notwithstanding this amendment and restatement of without any further action required on the Existing Credit Agreement, including anything in this Section 1.06, and part of any related “Credit Document” (as such term is defined other Person, deemed to be automatically amended and restated to conform to and have the terms provided in the Existing Credit Agreement forms attached hereto as Exhibit A-1 and referred to herein, individually or collectivelyExhibit A-2, as the “Existing Loan Documents”)case may be. Upon the request of any Noteholder, (i) all of the indebtednessIssuer shall deliver a Note, liabilities and obligations owing by the Borrower or any other Person under the Existing Credit Agreement and the other Existing Loan Documents (as amended and restated hereby) shall continue in the form attached hereto as obligations hereunder and thereunder; and (ii) this Agreement is given Exhibit A-1 or Exhibit A-2, as a renewalthe case may be, extension, modification, amendment and substitution of, and not as a novation, discharge, termination or payment against surrender of the indebtedness, liabilities and obligations of the Borrower under the related Existing Credit Agreement or any Existing Loan Document and neither the execution and delivery of this Agreement nor the consummation of any other transaction contemplated hereunder is intended to constitute a novation, discharge, termination or payment of the Existing Credit Agreement or of any of the other Existing Loan Documents or any obligations thereunderNote.

Amendment and Restatement. It is the intention of each of the parties hereto that (ai) The Administrative Agent and the Lenders hereby agree that upon the effectiveness of this Agreement, the terms and provisions of the Existing Credit Agreement which in any manner govern or evidence the obligations arising hereunder, the rights and interests of the Administrative Agent and the Lenders and any terms, conditions or matters related to any thereof, shall be and hereby are amended and restated in their entirety by pursuant to this Agreement so as to preserve the terms, conditions continuing perfection and provisions priority of this Agreement, and the terms and provisions of the Existing Credit Agreement, except as otherwise expressly provided herein, shall be superseded by this Agreement. (b) Notwithstanding this amendment and restatement of the Existing Credit Agreement, including anything in this Section 1.06, and of any related “Credit Document” (as such term is defined in the Existing Credit Agreement and referred to herein, individually or collectively, as the “Existing Loan Documents”), (i) all of the indebtedness, liabilities security interests securing indebtedness and obligations owing by the Borrower or any other Person under the Existing Credit Agreement and that all Indebtedness and Secured Obligations of the other Existing Borrowers and their Subsidiaries hereunder shall be secured by the Loan Documents (as amended and restated hereby) shall continue as obligations hereunder and thereunder; and Documents, (ii) this Agreement is given as does not constitute a renewalnovation of the obligations and liabilities existing under the Existing Credit Agreement, extension, modification, amendment and substitution of, and (iii) the effectiveness of this Agreement will not as a novation, discharge, termination or extinguish the obligations for the payment of the indebtedness, liabilities and obligations of the Borrower money outstanding under the Existing Credit Agreement or release or discharge of any Existing Loan Document Guarantee thereof and neither (iv) the execution Lenders and delivery the other Secured Parties are entitled to and have the continuing benefit of the security interests granted pursuant to the Security Documents, whenever executed. The parties hereto further acknowledge and agree that this Agreement nor the consummation of any other transaction contemplated hereunder is intended to constitute a novation, discharge, termination or payment constitutes an amendment of the Existing Credit Agreement or made under and in accordance with the terms of any Section 10.01 of the other Existing Credit Agreement. In addition, unless specifically amended hereby or in a separate writing executed by the Administrative Agent, each of the Loan Documents Documents, the Annexes, Exhibits and Schedules to the Existing Credit Agreement, shall continue in full force and effect and, from and after the Restructuring Closing Date, all references to the “Credit Agreement” contained therein shall be deemed to refer to this Agreement, it being understood that certain Annexes, Exhibits and Schedules to the Existing Credit Agreement are being amended and restated pursuant to, or any obligations thereunderare being omitted from, this Agreement, in each case solely to the extent expressly indicated on the Table of Contents of this Agreement and as evidenced by such amended and restated Annexes, Exhibits and Schedules attached hereto.

Amendment and Restatement. (a) The Administrative Agent This Agreement amends and restates and supersedes in its entirety that certain Credit Agreement dated as of September 5, 2001 among Borrowers and Lender, as amended by that certain letter dated September 5, 2001 from Lender to Borrowers and countersigned by Borrowers, Medina, and CIG. All references in the Lenders hereby agree that upon Loan Documents to the effectiveness "Credit ▇▇▇▇▇▇ent" shall be deemed to refer to this Agreement, as same may hereafter be substituted, replaced, renewed, split, consolidated, extended, restated, or otherwise modified or amended from time to time. Signed as of the date set forth at the head of this Agreement. NAP OF THE AMERICAS, the terms and provisions INC., a Florida corporation By: /s/Brian K. Goodkind ------------------------------------- Name: Brian K. Goodkind Title: ▇▇▇▇▇▇▇▇▇ [CORPORATE SEAL] TERREMARK WORLDWIDE, INC., a Delaware corporation By: /s/Brian K. Goodkind ------------------------------------- Name: Brian K. Goodkind Title: ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ President [CORPORATE SEAL] OCEAN BANK,a Florida charted bank By: /s/Ralph Gonzales- Jacobs ------------------------------------- Name: Ralph Gonzales- Jacobs Tit▇▇: ▇▇▇▇▇▇ Vi▇▇ ▇▇▇sident CONSENT OF GUARANTOR The undersigned, as one of the Existing Credit Agreement which in any manner govern or evidence the obligations arising hereunder, the rights and interests Guarantors of the Administrative Agent and the Lenders and any terms, conditions or matters related to any thereof, shall be and hereby are amended and restated in their entirety by the terms, conditions and provisions of this AgreementLoan, and the as a major shareholder of Terremark Worldwide, Inc., hereby consents to terms and provisions of the Existing Credit Agreement, except as otherwise expressly provided herein, shall be superseded by this Agreement. (b) Notwithstanding this amendment and restatement of the Existing Credit Agreement, including anything in this Section 1.06, and of any related “Credit Document” (as such term is defined in the Existing Credit Agreement and referred to herein, individually or collectively, as the “Existing Loan Documents”), agrees that: (i) all of the indebtednessrepresentations and warranties made in the Credit Agreement by Borrowers are true, liabilities correct and obligations owing complete in all material respects and shall be deemed ratified, confirmed and re-affirmed by the Borrower or any other Person under undersigned personally; (ii) the Existing Credit Agreement Agreement, and all of the other Existing Loan Documents (as amended terms, covenants and restated hereby) shall continue as obligations hereunder conditions set forth in the Credit Agreement, are binding on and thereunderenforceable against Borrowers; and (iiiii) this Agreement is given as a renewal, extension, modification, amendment and substitution ofthe undersigned will comply, and not as a novationwill cause the other Guarantors to comply, discharge, termination or payment with all of the indebtednessterms, liabilities covenants and obligations of conditions set forth in the Borrower under the Existing Credit Agreement or any Existing Loan Document and neither the execution and delivery of this Agreement nor the consummation of any other transaction contemplated hereunder is intended to constitute a novationAgreement. /s/Manuel D. Medina ---------------------------------- Manuel D. Medina MIADOC▇ ▇▇▇▇▇▇.▇ ▇▇ PROMISSORY NOTE U.S. $48,000,000.00 September 5, discharge, termination or payment of the Existing Credit Agreement or of any of the other Existing Loan Documents or any obligations thereunder.2001

Amendment and Restatement. (a) This Agreement is an amendment and restatement of the Existing ▇▇▇▇▇ Credit Agreement. All obligations under the Existing ▇▇▇▇▇ Credit Agreement and all Liens securing payment of obligations under the Existing ▇▇▇▇▇ Credit Agreement shall in all respects be continuing and this Agreement shall not be deemed to evidence or result in a novation or repayment and re-borrowing of such obligations. The rights, titles, Liens, security interests, and assignments created and granted under the Existing ▇▇▇▇▇ Credit Agreement and the other Existing ▇▇▇▇▇ Security Documents in favor of the Existing ▇▇▇▇▇ Agent, as applicable, are hereby transferred, assigned, conveyed, hypothecated, renewed, continued, amended, restated and supplemented to the fullest extent legally permitted in favor of the Administrative Agent under this Agreement, and nothing contained herein is intended to impair or extinguish the Liens, security interests, assignments, privileges and priorities of the Liens granted pursuant to the Existing ▇▇▇▇▇ Credit Agreement and the other Existing ▇▇▇▇▇ Security Documents, as hereby amended and restated, and such Liens, security interests, assignments and privileges are and will remain in full force and effect. The parties hereto expressly recognize and confirm their intent to continue the effectiveness and priority of the Liens, security interests, assignments and privileges granted under the Existing ▇▇▇▇▇ Credit Agreement and other Existing ▇▇▇▇▇ Security Documents, as hereby renewed, extended, and modified to secure the Secured Obligations. This Agreement shall supersede the Existing ▇▇▇▇▇ Credit Agreement. From and after the Effective Date, this Agreement shall govern the terms of the obligations under the Existing ▇▇▇▇▇ Credit Agreement. The Administrative Agent and the Lenders hereby acknowledge and agree that upon to the effectiveness of this AgreementPre-Closing Restructuring, notwithstanding anything to the terms and provisions of the Existing Credit Agreement which in any manner govern or evidence the obligations arising hereundercontrary in, the rights and interests of the Administrative Agent and the Lenders and any terms, conditions or matters related to any thereof, shall be and hereby are amended and restated in their entirety by the terms, conditions and provisions of this Agreement, and the terms and provisions of the Existing Credit Agreement, except as otherwise expressly provided herein, shall be superseded by this Agreement. (b) Notwithstanding this amendment and restatement of the Existing Credit Agreement, including anything in this Section 1.06, and of any related “Credit Document” (as such term is defined in the Existing Credit Agreement and referred to herein, individually or collectively, as the “Existing Loan Documents”), (i) all of the indebtedness, liabilities and obligations owing by the Borrower or any other Person under the Existing Credit Agreement and the other Existing Loan Documents (as amended and restated hereby) shall continue as obligations hereunder and thereunder; and (ii) this Agreement is given as a renewal, extension, modification, amendment and substitution of, and not as a novation, discharge, termination or payment of the indebtedness, liabilities and obligations of the Borrower under Loan Parties related thereto arising under, the Existing ▇▇▇▇▇ Credit Agreement or any Existing Loan Document and neither the execution and delivery of this Agreement nor the consummation of any other transaction contemplated hereunder is intended to constitute a novation, discharge, termination or payment of the Existing Credit Agreement or of any of the other Existing Loan Documents or any obligations thereunderAgreement.

Amendment and Restatement. This Agreement amends and restates in its entirety the terms set forth in both the Existing Revolving Credit Agreement and the Existing Term Loan Agreement. Borrower (a) The acknowledges and agrees that the “Obligations” (as defined in the Existing Revolving Credit Agreement) and the “Obligations” (as defined in the Existing Term Loan Agreement) are owing to Administrative Agent and the Lenders hereby agree that upon the effectiveness of this Agreement, the terms and provisions of the Existing Credit Agreement which in any manner govern or evidence the obligations arising hereunder, the rights and interests of the Administrative Agent and the Lenders and any terms, conditions or matters related to any thereof, shall be and hereby are amended and restated in their entirety by the terms, conditions and provisions of this Agreement, and the terms and provisions of the Existing Credit Agreement, except as otherwise expressly provided herein, shall be superseded by this Agreement. Lenders; (b) Notwithstanding this amendment and restatement reaffirms all of the Existing Credit Agreement, including anything in this Section 1.06, and of any related “Credit DocumentObligations” (as such term is defined in the Existing Revolving Credit Agreement Agreement) and referred to herein, individually or collectively, as the “Obligations” (as defined in the Existing Term Loan Documents”), Agreement) owing to any of Administrative Agent or the Lenders; (ic) all acknowledges and agrees that this Agreement does not extinguish the obligations for the payment of the indebtedness, liabilities and obligations owing by the Borrower or any other Person money outstanding either under the Existing Revolving Credit Agreement or the Existing Term Loan Agreement, or discharge or release any such obligations; (d) acknowledges and agrees that nothing herein contained shall be construed as a substitution or novation of the other obligations outstanding under the Existing Revolving Credit Agreement or the Existing Term Loan Documents (Agreement, which shall remain in full force and effect, except as amended and restated hereby) shall continue as obligations hereunder and thereundermodified hereby or by instruments executed concurrently herewith; and (iie) acknowledges and agrees that nothing expressed or implied in this Agreement is given shall be construed as a renewal, extension, modification, amendment and substitution of, and not as a novation, discharge, termination release or payment other discharge of the indebtedness, Borrower from any of its obligations or liabilities and obligations of the Borrower under the Existing Revolving Credit Agreement or any Existing Loan Document and neither the execution and delivery of this Agreement nor the consummation of any other transaction contemplated hereunder is intended to constitute a novation, discharge, termination or payment of the Existing Credit Term Loan Agreement or of any of the other Existing Loan Documents or any obligations thereunderloan documents executed in connection therewith.

Amendment and Restatement. The parties hereto agree that as of Closing: (a) The Administrative Agent and the Lenders hereby agree that upon the effectiveness of Obligations (as defined in this Agreement) represents, among other things, the terms restatement, renewal, amendment, extension, and provisions modification of the Existing Credit Agreement which in any manner govern or evidence the obligations arising hereunder, the rights and interests of the Administrative Agent and the Lenders and any terms, conditions or matters related to any thereof, shall be and hereby are amended and restated in their entirety by the terms, conditions and provisions of this Agreement, and the terms and provisions of the Existing Credit Agreement, except as otherwise expressly provided herein, shall be superseded by this Agreement. (b) Notwithstanding this amendment and restatement of the Existing Credit Agreement, including anything in this Section 1.06, and of any related “Credit DocumentObligations” (as such term is defined in the Existing Credit Agreement); (b) this Agreement is intended to, and referred does hereby, restate, renew, extend, amend, modify, supersede, and replace the Existing Credit Agreement in its entirety; (c) the Notes executed pursuant to herein, individually or collectivelythe Existing Credit Agreement remain in full force and effect to evidence the Obligations; (d) the Security Documents executed pursuant to the Existing Credit Agreement remain in full force and effect to secure the Obligations; (e) each Guaranty executed pursuant to the Existing Credit Agreement remains in full force and effect to guaranty the Obligations; and (f) the entering into and performance of their respective obligations under this Agreement (and any other Loan Document executed in connection herewith) and the transactions evidenced hereby (and thereby, as applicable) do not constitute a novation nor shall they be deemed to have terminated, extinguished, or discharged the “Existing Loan Documents”), (i) all of the indebtedness, liabilities and obligations owing by the Borrower or any other Person Obligations” under the Existing Credit Agreement and or the other Existing Loan Documents (as amended or the collateral security therefor), all of which “Obligations” and restated hereby) Collateral shall continue as obligations hereunder under and thereunder; and (ii) be governed by this Agreement is given as a renewal, extension, modification, amendment and substitution of, and not as a novation, discharge, termination or payment of the indebtedness, liabilities and obligations of the Borrower under the Existing Credit Agreement or any Existing Loan Document and neither the execution and delivery of this Agreement nor the consummation of any other transaction contemplated hereunder is intended to constitute a novation, discharge, termination or payment of the Existing Credit Agreement or of any of the other Existing Loan Documents or any obligations thereunderDocuments, except as provided otherwise herein.

Amendment and Restatement. (a) The Administrative Agent This Agreement amends and restates in their entirety the Onshore Loan Agreement and the Lenders hereby agree that upon Offshore Loan Agreement. This Agreement and the effectiveness of this Agreementother Transaction Documents govern the present relationship between the Borrower (including in its capacity as successor-by-merger to the Offshore Borrower), the terms Collateral Manager (including in its capacity as successor-by-merger to the Onshore Collateral Manager and provisions of the Existing Credit Agreement which in any manner govern or evidence the obligations arising hereunderOffshore Collateral Manager), the rights Lenders (including, to the extent applicable, in their respective capacities as Onshore Lenders and interests of Offshore Lenders), the Administrative Agent and the Lenders and any terms, conditions or matters related to any thereof, shall be and hereby are amended and restated in their entirety by the terms, conditions and provisions of this Collateral Custodian. This Agreement, and however, is in no way intended, nor shall it be construed, to affect, replace, impair or extinguish the terms and provisions creation, attachment, perfection or priority of the Existing Credit Agreement, except as otherwise expressly provided herein, shall be superseded by this Agreement. (b) Notwithstanding this amendment and restatement of the Existing Credit Agreement, including anything in this Section 1.06security interests in, and of any related other Liens on, the “Credit DocumentCollateral” (as such term is defined in the Existing Credit Onshore Loan Agreement and referred to herein, individually or collectively, as the “Existing Offshore Loan Documents”), (iAgreement) all of the indebtedness, liabilities and obligations owing granted by the Borrower, the Offshore Borrower or any other Person under either of the Onshore Loan Agreement or the Offshore Loan Agreement (collectively, the “Existing Liens”). Each of the Borrower and the Collateral Agent, by this Agreement, hereby acknowledges, reaffirms and confirms to the Administrative Agent [Willow Tree BDC] Amended and Restated Loan, Security and Collateral Management Agreement #506694681 and the Lenders the continued existence of the Existing Credit Liens. In addition, except as otherwise provided herein, all monetary obligations and liabilities and indebtedness created or existing under, pursuant to, or as a result of, the Onshore Loan Agreement and or the other Offshore Loan Agreement (the “Existing Loan Documents (as amended and restated herebyAgreement Obligations”) shall continue as obligations hereunder and thereunder; and (ii) in existence within the definition of “Obligations” under this Agreement is given as a renewal, extension, modification, amendment and substitution of, any and not as a novation, discharge, termination or payment all of the indebtedness, liabilities and obligations Transaction Documents. Each of the Borrower under and the Existing Credit Agreement or any Existing Loan Document Collateral Manager, by this Agreement, acknowledges, reaffirms and neither confirms the execution and delivery of this Agreement nor the consummation of any other transaction contemplated hereunder is intended to constitute a novation, discharge, termination or payment continued existence of the Existing Credit Loan Agreement Obligations as “Obligations” hereunder, and hereby agrees that this Agreement shall not be deemed to evidence or result in a novation or repayment or re-borrowing of such obligations and liabilities and indebtedness. The Borrower agrees that any outstanding commitment or other obligation to make advances or otherwise extend credit or credit support to the Borrower pursuant to either of the Onshore Loan Agreement or of the Offshore Loan Agreement is superseded by this Agreement. The Borrower represents and warrant that it has not assigned or otherwise transferred any rights arising under either of the other Existing Onshore Loan Documents Agreement or any obligations thereunderthe Offshore Loan Agreement.

Amendment and Restatement. (a) The parties hereto agree that, on the Closing Date, the following transactions shall be deemed to occur automatically, without further action by any party hereto: (i) the Existing Credit Agreement shall be deemed to be amended and restated in its entirety pursuant to this Agreement; (ii) all Loans (as defined in the Existing Credit Agreement) and other Obligations (as defined in the Existing Credit Agreement) outstanding on the Closing Date immediately prior to effectiveness of this Agreement shall in all respects be continuing and shall be deemed to be Loans and Obligations outstanding hereunder on the terms set forth herein; (iii) the guarantees made to the lenders, the administrative agent and each other holder of the Obligations (as defined in the Existing Credit Agreement) under or in connection with the Existing Credit Agreement shall remain in full force and effect, and continued on the terms set forth herein, with respect to the Obligations (as defined herein) and are hereby reaffirmed (subject to any amendment and restatement or amendment thereof pursuant to the Loan Documents (as defined herein)); and (iv) the security interests and liens in favor of the Administrative Agent, for the benefit of the holders of the Obligations (as defined in the Existing Credit Agreement), created under the collateral documents entered into in connection with the Existing Credit Agreement shall remain in full force and effect with respect to the Obligations (as defined herein) and are hereby reaffirmed (subject to any amendment and restatement or amendment thereof pursuant to the Loan Documents (as defined herein); it being acknowledged and agreed that any such security interests and liens that are not so amended and restated (including all such security interests and liens that are amended) in connection with this agreement shall nonetheless remain in full force and effect with respect to the Obligations (as defined herein) and are hereby reaffirmed as securing the Obligations (as defined herein). The execution and delivery of this Agreement or any other Loan Document shall not constitute a novation of any indebtedness or other obligations owing to the Lenders or the Administrative Agent under the Existing Credit Agreement or any of the other Loan Documents (as defined in the Existing Credit Agreement) based on facts or events occurring or existing prior to the execution and delivery of this Agreement. {N0289348 2 } 115 (b) It is understood that some or all of the Lenders hereby agree that Loans (as defined in the Existing Credit Agreement) outstanding under the Existing Credit Agreement immediately prior to the effectiveness of this Agreement may remain outstanding upon the effectiveness of this Agreement and be deemed a portion of the Loans advanced hereunder on the Closing Date. On the Closing Date upon the effectiveness of this Agreement, the terms and provisions of the Existing Credit Agreement which in any manner govern or evidence the obligations arising hereunder, the rights and interests of the Administrative Agent shall make such assignments, reallocations and transfers of funds as are necessary in order that (i) the Lenders and any terms, conditions or matters related to any thereof, shall be and hereby are amended and restated in their entirety by the terms, conditions and provisions balance of this Agreement, and the terms and provisions of the Existing Credit Agreement, except as otherwise expressly provided herein, shall be superseded by this Agreement. (b) Notwithstanding this amendment and restatement of the Existing Credit Agreement, including anything in this Section 1.06, and of any related “Credit Document” Loans (as such term is defined in the Existing Credit Agreement and referred to herein, individually or collectively, as the “Existing Loan Documents”), (iAgreement) all of the indebtedness, liabilities and obligations owing by the Borrower or any other Person outstanding under the Existing Credit Agreement and immediately prior to effectiveness of this Agreement (which shall, upon effectiveness of this Agreement, become Loans hereunder on the other Existing Loan Documents (as amended and restated hereby) shall continue as obligations Closing Date that are deemed funded hereunder and thereunder; on the Closing Date), together with any Loans funded hereunder on the Closing Date by the Lenders, and (ii) the Lenders’ respective participation interests in Swing Loans shall, in each case, reflect the Commitments of the Lenders hereunder as set forth on Schedule 1.1(B) hereto on the Closing Date. The Loan Parties and each Lender consent to such assignments, reallocations and transfers of funds by the Administrative Agent, and each Lender agrees that on the Closing Date such Lender will fund Loans, and will make full cash settlement with the other Lenders either directly or through the Administrative Agent as the Administrative Agent may direct or approve, and will automatically acquire risk participations in Swing Loans in amounts such that, together with the assignments, reallocations and transfers of funds by the Administrative Agent described above, the Loans outstanding hereunder on the Closing Date and the participation interests held by each of the Lenders in Swing Loans after giving effect to this Agreement is given as a renewal, extension, modification, amendment and substitution of, and not as a novation, discharge, termination or payment are held by the Lenders in amounts that reflect the Commitments of the indebtedness, liabilities and obligations of Lenders hereunder as set forth on Schedule 1.1(B) hereto on the Borrower under the Existing Credit Agreement or any Existing Loan Document and neither the execution and delivery of this Agreement nor the consummation of any other transaction contemplated hereunder is intended to constitute a novation, discharge, termination or payment of the Existing Credit Agreement or of any of the other Existing Loan Documents or any obligations thereunder.Closing Date. {N0289348 2 } 116

Amendment and Restatement. (a) It is the intent of the parties hereto that this Agreement and the other Transaction Documents (a) shall re-evidence the Loan Parties’ obligations and liabilities under the Existing Loan and Servicing Agreement, (b) evidence the new obligations of the Loan Parties hereunder and under the other Transaction Documents, (c) is entered into in substitution for, and not in payment of, the obligations and indebtedness of the Loan Parties under the Existing Loan and Servicing Agreement and the other documents executed in connection therewith (collectively, the “Existing Transaction Documents”) and (d) is no way intended to constitute a novation of such obligations and indebtedness under the Existing Loan and Servicing Agreement or the other Existing Transaction Documents all of which obligations are hereby reaffirmed and shall remain in full force and effect. All “Loans,” “Advances,” “Liabilities,” and other “Obligations” that were outstanding under the Existing Loan and Servicing Agreement as of the Closing Date shall continue to be outstanding and owing hereunder. (b) The Administrative Agent Borrower and the Lenders hereby agree that upon Advances Outstanding under the Existing Loan and Servicing Agreement on the Closing Date and immediately prior to the effectiveness of this Agreement is equal to $88,459,368.00 (the “Current Advances”). Upon the effectiveness of this Agreement, the terms and provisions (i) $71,233,500.00 of the Existing Credit Agreement which Current Advances shall be deemed outstanding under Term Loan Series 2022-1 and (ii) $17,225,868.00 of the Current Advances shall be deemed outstanding under Term Loan Series 2022-2. 144 Executed as of the date first above written. The Borrower: RCC REAL ESTATE SPE 9 LLC By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Title: Secretary Holdings: RCC REAL ESTATE SPE HOLDINGS LLC By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Title: Secretary Permitted REO Subsidiary: PLYMOUTH MEETING HOLDINGS, LLC By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Title: Vice President EXANTAS PHILI HOLDINGS, LLC By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Title: Vice President TRS Subsidiary: ACRES REAL ESTATE TRS 9 LLC By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Title: Vice President Opco: APPLETON HOTEL LEASING, LLC By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Title: Vice President Propco: APPLETON HOTEL HOLDINGS, LLC By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Title: Vice President The Portfolio Asset Servicer: ACRES CAPITAL SERVICING LLC, in any manner govern or evidence its capacity as Portfolio Asset Servicer By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Title: Treasurer The Initial Lender: MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Title: Head of Direct Private Investments The Facility Servicer: MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY, in its capacity as Facility Servicer By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Title: Head of Direct Private Investments The Administrative Agent: MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY, in its capacity as Administrative Agent By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Title: Head of Direct Private Investments The Collateral Custodian: MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY, in its capacity as Collateral Custodian By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Title: Head of Direct Private Investments As required by Section 3.01 of the obligations arising hereunderAgreement, each of the rights and interests of following items must be delivered to the Administrative Agent and the Lenders and any termsInitial Lender prior to the effectiveness of the Agreement: a) a certificate of Responsible Officer of the Borrower, conditions or matters related dated as of the date this Agreement, certifying to any thereofthe accuracy of the representation in Section 4.01(dd); b) a certificate of an officer of each Loan Party, shall be and hereby are amended and restated in their entirety by dated the terms, conditions and provisions date of this Agreement, certifying (i) the names and true signatures of the incumbent officers of such Loan Party authorized to sign on behalf of such Loan Party each of the Transaction Documents to which it is a party (on which certificate the Administrative Agent, the Lenders and the terms and provisions of the Existing Credit Agreement, except as otherwise expressly provided herein, shall be superseded by this Agreement. (b) Notwithstanding this amendment and restatement of the Existing Credit Agreement, including anything in this Section 1.06, and of any related “Credit Document” (as Collateral Custodian may conclusively rely until such term is defined in the Existing Credit Agreement and referred to herein, individually or collectively, time as the “Existing Administrative Agent has received from such Loan Documents”Party a revised certificate meeting the requirements of this paragraph (b)(i)), (ii) that the copy of the organizational documents of such Loan Party, as applicable, is a complete and correct copy and that such organizational documents have not been amended, modified or supplemented and are in full force and effect and (iii) the authorization document of such Loan Party approving and authorizing the execution, delivery and performance by such Loan Party of the Transaction Documents to which it is a party; c) a good standing certificate, dated as of a recent date for each of Loan Party issued by the Secretary of State of the State of Delaware; d) an organizational structure chart of the Loan Parties, including a payment schematic showing the flow of funds from Portfolio Assets; e) financing statements describing the Collateral and the Pledged Equity and (i) all naming each Loan Party as debtor and the Administrative Agent, on behalf of the indebtednessSecured Parties, liabilities and obligations owing by the Borrower or any other Person under the Existing Credit Agreement and the other Existing Loan Documents (as amended and restated hereby) shall continue as obligations hereunder and thereunder; secured party and (ii) this Agreement is given other, similar instruments or documents, as may be necessary or, in the opinion of the Initial Lender, desirable under the UCC of all appropriate jurisdictions or any comparable law to perfect the Administrative Agent’s, on behalf of the Secured Parties, interests in the Collateral and the Pledged Equity; f) with respect to any certificated Pledged Equity, stock powers duly executed in blank or other instruments of transfer reasonably satisfactory to the Initial Lender; g) copies of tax and judgment lien searches in all jurisdictions reasonably requested by the Initial Lender and requests for information (or a renewalsimilar UCC search report certified by a party acceptable to the Initial Lender), extension, modification, amendment and substitution ofdated a date reasonably near to the Closing Date, and not with respect to such requests for information or UCC searches, listing all effective financing statements which name any Loan Party (under its present name and any previous name) as debtor(s) and which are filed in the State of Delaware, together with copies of such financing statements (none of which shall cover the Collateral); h) one or more favorable opinions of counsel to the Loan Parties, reasonably acceptable to the Initial Lender and the Administrative Agent and addressed to the Administrative Agent and the Lenders; i) a novation, discharge, termination or payment copy of the indebtedness, liabilities and obligations of the Borrower under the Existing Credit Agreement or any Existing Loan Document and neither the execution and delivery of this Agreement nor the consummation of any other transaction contemplated hereunder is intended to constitute a novation, discharge, termination or payment of the Existing Credit Agreement or of any each of the other Existing Loan Transaction Documents duly executed by the parties thereto; and j) such other documents as the Administrative Agent or any obligations thereunderInitial Lender may reasonably request.

Amendment and Restatement. (a) The Administrative Agent parties hereto acknowledge and agree that this Agreement continues, without novation, restates and consolidates the Original Credit Agreement, as amended hereby, and reflects the entire agreement as currently constituted between the parties hereto with respect to the arrangements, terms and conditions pursuant to and upon which the Lenders shall provide the Facilities, and that the Original Credit Agreement remains in full force and effect without novation as between the parties thereto for that period of time ending on the day prior to the effective date of this Agreement and all the parties to the Original Credit Agreement retain all rights as between themselves thereunder with respect to that period of time prior to the effective date of this Agreement and the Lenders hereby agree rights and obligations of the parties hereto under this Agreement commence as of the date of this Agreement. The Obligations (as defined in the Original Credit Agreement) outstanding under the Original Credit Agreement that remain outstanding upon the effectiveness of this Agreement, Agreement shall constitute Obligations hereunder governed by the terms and provisions hereof. Without in any way limiting the terms of the Existing Original Credit Agreement which in any manner govern or evidence the obligations arising hereunderother Loan Documents, the rights and interests each of the Administrative Agent Credit Parties (as defined herein) acknowledges and confirms that all guarantees of the Obligations by the Credit Parties granted pursuant to the Original Credit Agreement (the “Existing Guarantees) continue, (subject only to Section 7.03 in respect of the Aphria Limited Guarantee) to guarantee the Obligations in accordance with their respective terms and the Lenders Security granted by it or a predecessor pursuant to the Original Credit Agreement (the “Existing Security”) secures and any terms, conditions or matters related continues to any thereof, shall be secure payment and hereby are amended and restated performance of its respective Obligations (as defined in their entirety by the terms, conditions and provisions of this Agreement, and ). Notwithstanding the terms and provisions of the Existing Credit Agreement, except as otherwise expressly provided herein, shall be superseded by this Agreement. (b) Notwithstanding this amendment and restatement of the Existing Credit Agreement, including anything in this Section 1.06, and of any related “Credit Document” (as such term is defined in the Existing Original Credit Agreement and referred to herein, individually or collectively, as the “Existing Loan Documents”), (i) all by way of the indebtedness, liabilities and obligations owing by the Borrower or any other Person under the Existing Credit Agreement and the other Existing Loan Documents (as amended and restated hereby) shall continue as obligations hereunder and thereunder; and (ii) this Agreement is given as a renewal, extension, modification, amendment and substitution of, and not as a novation, discharge, termination or payment of the indebtedness, liabilities and obligations of the Borrower under the Existing Credit Agreement or any Existing Loan Document and neither the execution and delivery of this Agreement nor or the consummation execution and delivery of any additional Loan Documents in connection with this Agreement, each of the Credit Parties hereby irrevocably and unconditionally (i) acknowledges, confirms and agrees that the Existing Guarantees (subject only to Section 7.03 in respect of the Aphria Limited Guarantee) and Existing Security and all other transaction contemplated hereunder Loan Documents to which it is intended a party remains in full force and effect, and continues to constitute a novationlegal, dischargevalid, termination binding covenants, agreements, obligations and liabilities of such Credit Party, enforceable against it by the Agent in accordance with their respective terms, and (ii) ratifies, confirms and agrees to perform, observe, comply with and be bound by each and every covenant, agreement, term, condition, undertaking, appointment, duty, guarantee, indemnity, debt, liability, obligation and encumbrance contained in, existing under or payment of created by the Existing Guarantees and Existing Security and other Loan Documents to which it is a party. All references to the “Credit Agreement” contained in the Loan Documents delivered in connection with the Original Credit Agreement or shall be deemed to refer to this Agreement without further amendment of any of the other Existing those Loan Documents or any obligations thereunderDocuments.

Amendment and Restatement. (a) The Administrative Agent parties hereto acknowledge and agree that, except as otherwise set forth herein, (i) this Agreement and the Lenders hereby agree that upon other Credit Documents, whether executed and delivered in connection herewith or otherwise, do not constitute a novation or repayment and reborrowing of the effectiveness of this Agreement, Loans and the terms and provisions of other Obligations under the Existing Credit Agreement which in any manner govern or evidence the obligations arising hereunder, the rights and interests of the Administrative Agent and the Lenders and any terms, conditions or matters related to any thereof, shall be and hereby are amended and restated in their entirety by the terms, conditions and provisions of this Agreement, and the terms and provisions of the Existing other Credit Agreement, except as otherwise expressly provided herein, shall be superseded by this Agreement. (b) Notwithstanding this amendment and restatement of the Existing Credit Agreement, including anything in this Section 1.06, and of any related “Credit Document” Documents (as such term is defined in the Existing Credit Agreement and referred Agreement) as in effect prior to herein, individually or collectively, as the “Existing Loan Documents”)Second Restatement Date, (iii) all of the indebtedness, liabilities and obligations owing by Obligations (as defined in the Borrower or any other Person Existing Credit Agreement) under the Existing Credit Agreement and the other Credit Documents (as defined in the Existing Loan Documents Credit Agreement) are in all respects continuing (as amended and restated herebyhereby and which are in all respects hereinafter subject to the terms herein), except to the extent expressly provided in clause (c) shall continue as obligations hereunder and thereunder; below and (iiiii) this Agreement is given the Liens and security interests as a renewal, extension, modification, amendment and substitution of, and not as a novation, discharge, termination or payment of the indebtedness, liabilities and obligations of the Borrower granted under the Existing Credit Agreement and the applicable other Credit Documents (as defined in the Existing Credit [OppLoans SPV] Second A&R Credit Agreement #514109284 Agreement) securing payment of such Obligations (as defined in the Existing Credit Agreement) are in all respects continuing and in full force and effect and are reaffirmed hereby. (b) The parties hereto acknowledge and agree that on and after the Second Restatement Date, all references to the "Agreement" or any Existing Loan Document and neither the execution and delivery of this Agreement nor the consummation of "Credit Agreement" in any other transaction contemplated hereunder is intended Credit Document (as defined in the Existing Credit Agreement) shall be deemed to constitute a novationrefer to this Agreement. (c) The Borrower, dischargethe Tranche B Lenders (as defined in the Existing Credit Agreement), termination or payment the Lenders and the Administrative Agent, each acknowledge and agree that upon the repayment in full of the Tranche B Loans (as defined in the Existing Credit Agreement) and all other Obligations (as defined in the Existing Credit Agreement) owing to the Tranche B Lenders (as defined in the Existing Credit Agreement), (x) all commitments of the Tranche B Lenders (as defined in the Existing Credit Agreement) under the Existing Credit Agreement shall automatically, without any further action, terminate and the Tranche B Lenders (as defined in the Existing Credit Agreement) shall not be a Lender (or have any rights of any Lender) under this Agreement or any other Credit Document, (y) Opportunity Funding SPE VII, LLC ("SPE VII"), shall be automatically, without any further action, released as a Borrower hereunder and under the other Credit Documents; provided, all Obligations (as defined in the Existing Credit Agreement) of SPE VII under the Credit Documents (as defined in the Existing Credit Agreement) that by their terms survive the termination of the Credit Documents (as defined in the Existing Credit Agreement) or the release of SPE VII as a Borrower shall remain outstanding Obligations (as defined in the Existing Credit Agreement) of SPE VII, and (z) OppWin Card, LLC, shall be automatically, without any further action, released as a Seller hereunder and under the other Existing Loan Credit Documents. (d) The parties hereto acknowledge and agree that this amendment and restatement is limited as written and is not a consent to any other amendment, restatement or waiver or other modification, whether or not similar and, except as expressly provided herein or in any other Credit Document, all terms and conditions of this Agreement and the other Credit Documents remain in full force and effect unless otherwise specifically amended hereby or by any obligations thereunder.other Credit Documents. [OppLoans SPV] Second A&R Credit Agreement #514109284

Amendment and Restatement. (a) The Administrative Agent parties hereto acknowledge and agree that this Agreement continues, without novation, restates and consolidates the Original Credit Agreement, as amended hereby, and reflects the entire agreement as currently constituted between the parties hereto with respect to the arrangements, terms and conditions pursuant to and upon which the Lenders shall provide the Facilities, and that the Original Credit Agreement remains in full force and effect without novation as between the parties thereto for that period of time ending on the day prior to the effective date of this Agreement and all the parties to the Original Credit Agreement retain all rights as between themselves thereunder with respect to that period of time prior to the effective date of this Agreement and the Lenders hereby agree rights and obligations of the parties hereto under this Agreement commence as of the date of this Agreement. The Obligations (as defined in the Original Credit Agreement) outstanding under the Original Credit Agreement that remain outstanding upon the effectiveness of this Agreement, Agreement shall constitute Obligations hereunder governed by the terms and provisions hereof. Without in any way limiting the terms of the Existing Original Credit Agreement which in any manner govern or evidence the obligations arising hereunderother Loan Documents, the rights and interests each of the Administrative Agent Credit Parties (as defined herein) acknowledges and confirms that all guarantees of the Obligations by the Credit Parties granted pursuant to the Original Credit Agreement (the “Existing Guarantees”) continue, (subject only to Section 7.03 in respect of the Aphria Limited Guarantee) to guarantee the Obligations in accordance with their respective terms and the Lenders Security granted by it or a predecessor pursuant to the Original Credit Agreement (the “Existing Security”) secures and any terms, conditions or matters related continues to any thereof, shall be secure payment and hereby are amended and restated performance of its respective Obligations (as defined in their entirety by the terms, conditions and provisions of this Agreement, and ). Notwithstanding the terms and provisions of the Existing Credit Agreement, except as otherwise expressly provided herein, shall be superseded by this Agreement. (b) Notwithstanding this amendment and restatement of the Existing Credit Agreement, including anything in this Section 1.06, and of any related “Credit Document” (as such term is defined in the Existing Original Credit Agreement and referred to herein, individually or collectively, as the “Existing Loan Documents”), (i) all by way of the indebtedness, liabilities and obligations owing by the Borrower or any other Person under the Existing Credit Agreement and the other Existing Loan Documents (as amended and restated hereby) shall continue as obligations hereunder and thereunder; and (ii) this Agreement is given as a renewal, extension, modification, amendment and substitution of, and not as a novation, discharge, termination or payment of the indebtedness, liabilities and obligations of the Borrower under the Existing Credit Agreement or any Existing Loan Document and neither the execution and delivery of this Agreement nor or the consummation execution and delivery of any additional Loan Documents in connection with this Agreement, each of the Credit Parties hereby irrevocably and unconditionally (i) acknowledges, confirms and agrees that the Existing Guarantees (subject only to Section 7.03 in respect of the Aphria Limited Guarantee) and Existing Security and all other transaction contemplated hereunder Loan Documents to which it is intended a party remains in full force and effect, and continues to constitute a novationlegal, dischargevalid, termination binding covenants, agreements, obligations and liabilities of such Credit Party, enforceable against it by the Agent in accordance with their respective terms, and (ii) ratifies, confirms and agrees to perform, observe, comply with and be bound by each and every covenant, agreement, term, condition, undertaking, appointment, duty, guarantee, indemnity, debt, liability, obligation and encumbrance contained in, existing under or payment of created by the Existing Guarantees and Existing Security and other Loan Documents to which it is a party. All references to the “Credit Agreement” contained in the Loan Documents delivered in connection with the Original Credit Agreement or shall be deemed to refer to this Agreement without further amendment of any of the other Existing those Loan Documents or any obligations thereunderDocuments.

Amendment and Restatement. The parties hereto agree that on the Closing Date, the following transactions shall be deemed to occur automatically, without further action by any party hereto: (a) The Administrative Agent the Existing Credit Agreement shall be deemed to be amended and restated in its entirety in the form of this Agreement; (b) the Loans shall serve to extend, renew and continue, but not to extinguish or novate, the Existing Loans and the Lenders corresponding promissory notes and to amend, restate and supersede, but not to extinguish or cause to be novated the Existing Obligations under, the Existing Credit Agreement; (c) the Borrower hereby agree that agrees that, upon the effectiveness of this Agreement, the terms and provisions of the Existing Credit Agreement which in any manner govern or evidence the obligations arising hereunder, the rights and interests of the Administrative Agent and the Lenders and any terms, conditions or matters related to any thereof, shall be and hereby are amended and restated in their entirety by the terms, conditions and provisions of this Agreement, and the terms and provisions of the Existing Credit Agreement, except as otherwise expressly provided herein, shall be superseded by this Agreement. (b) Notwithstanding this amendment and restatement of the Existing Credit Agreement, including anything in this Section 1.06, and of any related “Credit Document” (as such term is defined in the Existing Credit Agreement and referred to herein, individually or collectively, as the “Existing Loan Documents”), (i) all of the indebtedness, liabilities and obligations owing by the Borrower or any other Person Loans outstanding under the Existing Credit Agreement and all accrued and unpaid interest thereon shall be deemed to be outstanding under and payable by this Agreement; (d) all Existing Obligations (including any Existing Obligations that have accrued, but are not payable, as of the Closing Date) shall, to the extent not paid on the Closing Date, be deemed to be Obligations outstanding (and in the case of any accrued Existing Obligations that have accrued, but are not payable, as of the Closing Date, such accrued Existing Obligations shall be paid on the date or dates that such Existing Obligations were due under the Existing Agreement); (e) the Liens in favor of Administrative Agent securing payment of the Existing Obligations shall remain in full force and effect with respect to the Obligations and are hereby reaffirmed in accordance with the Security Documents; and (f) the parties acknowledge and agree that this Agreement and the other Existing Loan Documents (as amended and restated hereby) shall continue as obligations hereunder and thereunder; and (ii) this Agreement is given as a renewal, extension, modification, amendment and substitution of, and do not as constitute a novation, discharge, payment and reborrowing or termination or payment of the indebtednessExisting Obligations and that all such Existing Obligations are in all respects continued and outstanding as Obligations under this Agreement with only the terms being modified from and after the effective date of this Agreement as provided in this Agreement and the other Loan Documents. The parties hereto have caused this Agreement to be duly executed as of the day and year first above written. CONSTELLATION ENERGY PARTNERS LLC By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇, liabilities Chief Financial Officer SOCIÉTÉ GÉNÉRALE, as Administrative Agent, Issuer and obligations a Lender By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Title: Director ONEWEST BANK, FSB, as a Lender By: /s/ ▇▇▇▇ ▇▇▇▇▇▇ Name: ▇▇▇▇ ▇▇▇▇▇▇ Title: Executive Vice President BOKF, NA (dba Bank of Oklahoma), as a Lender By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇ Name: ▇▇▇▇ ▇▇▇▇▇▇▇ Title: AVP NAME OF LENDER APPLICABLE PERCENTAGE MAXIMUM CREDIT AMOUNT Société Générale 36.3636363636 % $ 127,272,727.27 OneWest Bank, FSB 36.3636363636 % $ 127,272,727.27 BOKF NA, dba Bank of Oklahoma 27.2727272727 % $ 95,454,545.45 TOTAL 100.0000000 % $ 350,000,000.00 Second Amended and Restated Credit Agreement – ANNEX I - Page 1 $[ ] [ ], 2013 FOR VALUE RECEIVED, Constellation Energy Partners LLC, a Delaware limited liability company (the “Borrower”), hereby promises to pay to [ ] or its registered assigns (the “Lender”), at the principal office of Société Générale, as administrative agent (the “Administrative Agent”), the principal sum of [ ] Dollars ($[ ]) (or such lesser amount as shall equal the aggregate unpaid principal amount of the Loans) made by the Lender to the Borrower under the Existing Credit Agreement (defined below), in lawful money of the United States of America and in immediately available funds, on the dates and in the principal amounts provided in the Credit Agreement, and to pay interest on the unpaid principal amount of each such Loan, at such office, in like money and funds, for the period commencing on the date of such Loan until such Loan shall be paid in full, at the rates per annum and on the dates provided in the Credit Agreement. The date, amount, Type, interest rate, Interest Period and maturity of each Loan made by the Lender to the Borrower, and each payment made on account of the principal thereof, shall be recorded by the Lender on its books and, prior to any transfer of this Note, may be endorsed by the Lender on the schedules attached hereto or any Existing Loan Document and neither continuation thereof or on any separate record maintained by the execution and delivery Lender. Failure to make any such notation or to attach a schedule shall not affect any Lender’s or the Borrower’s rights or obligations in respect of such Loans or affect the validity of such transfer by any Lender of this Note. This Note is issued pursuant to, and is subject to the terms and conditions set forth in, that certain Second Amended and Restated Credit Agreement, dated as of May 30, 2013, by and among the Borrower, the Administrative Agent, certain other lenders parties thereto from time to time, Société Générale Americas Securities, LLC, as sole bookrunner and lead arranger (the “Credit Agreement”) and is entitled to the benefits provided for in the Credit Agreement nor and the consummation of any other transaction contemplated hereunder is intended to constitute a novation, discharge, termination or payment Loan Documents. The Credit Agreement provides for the acceleration of the Existing maturity of this Note upon the occurrence of certain events, for prepayments of Loans upon the terms and conditions specified therein and other provisions relevant to this Note. Capitalized terms used in this Note have the respective meanings assigned to them in the Credit Agreement or of any This Note is one of the other Existing Loan Documents notes that represents an extension, renewal, and replacement of, and is given in substitution and exchange for, certain promissory notes evidencing prior indebtedness of the Borrower in the original aggregate principal amount of up to $350,000,000 executed by the Borrower under the Amended and Restated Credit Agreement dated as of November 13, 2009, as such Amended and Restated Credit Agreement was or may have been from time to time thereafter amended or modified, and the indebtedness evidenced hereby and thereby is a continuing indebtedness, and nothing herein contained or implied shall be construed to deem such indebtedness or any obligations thereunder.accrued and unpaid interest thereon paid, satisfied, novated or terminated, or any collateral or security therefore released or terminated. THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. CONSTELLATION ENERGY PARTNERS LLC, a Delaware limited liability company By:

Amendment and Restatement. (a) The Administrative Agent Purchaser, Sellers and Lender agree that, simultaneously with the Lenders hereby agree that upon the effectiveness execution of this Agreement, the terms Seller Loan Agreements shall be amended, restated and provisions consolidated, as substantially set forth in the Second Amended and Restated Loan and Security Agreement attached as Exhibit H hereto (the “Purchaser Loan Agreement”). Purchaser and Sellers hereby acknowledge and agree that (i) Lender shall have no further obligation to make any loan, advance or other credit accommodation to any Seller, (ii) Lender’s sole obligation to make loans and other credit accommodations to Purchaser is set forth in the Purchaser Loan Agreement, (iii) the outstanding principal balance of the Existing Credit Obligations under and as defined in the FC Partners Loan Agreement which in any manner govern or evidence the obligations arising hereunder, the rights and interests is $____________ as of the Administrative Agent and the Lenders and any terms, conditions or matters related to any thereof, shall be and hereby are amended and restated in their entirety by the terms, conditions and provisions of this Agreementdate hereof, and the terms accrued interest and provisions fees under the FC Partners Loan Agreement is $______________ as of the Existing Credit Agreement, except as otherwise expressly provided herein, shall be superseded by this Agreement. date hereof; (biv) Notwithstanding this amendment and restatement the outstanding principal balance of the Existing Credit Agreement, including anything in this Section 1.06, Obligations under and of any related “Credit Document” (as such term is defined in the Existing Credit FC Offshore Loan Agreement and referred to herein, individually or collectively, is $____________ as the “Existing Loan Documents”), (i) all of the indebtednessdate hereof, liabilities and obligations owing by the Borrower or any other Person accrued interest and fees under the Existing Credit FC Offshore Loan Agreement and is $______________ as of the other Existing Loan Documents (as amended and restated hereby) shall continue as obligations hereunder and thereunderdate hereof; and (iiv) this Agreement is given from and after the date hereof, (A) such amounts specified in clauses (iii) and (iv) shall constitute Obligations under and as a renewaldefined in the Purchaser Loan Agreement, extension(B) such Obligations are owing by Purchaser to Lender subject to no right of offset, modificationclaim or counterclaim, amendment and substitution ofregardless of any breach of any representation, warranty, covenant or agreement of any Seller in favor of Purchaser, and not as a novation, discharge, termination or payment of the indebtedness, liabilities and obligations of the Borrower under the Existing Credit Agreement or (C) Lender shall have no obligation to pursue any Existing Loan Document and neither the execution and delivery of this Agreement nor the consummation of Seller for any other transaction contemplated hereunder is intended to constitute a novation, discharge, termination or payment of the Existing Credit Agreement or of any of the other Existing Loan Documents or any obligations thereundersuch Obligations.

Amendment and Restatement. The parties hereto agree that, on the Effective Date, the following transactions shall be deemed to occur automatically, without further action by any party hereto: (a) The Administrative Agent and the Lenders hereby agree that upon the effectiveness of this Agreement, the terms and provisions of the Existing Credit Agreement which in any manner govern or evidence the obligations arising hereunder, the rights and interests of the Administrative Agent and the Lenders and any terms, conditions or matters related to any thereof, shall be and hereby are deemed to be amended and restated in their its entirety by the terms, conditions and provisions of pursuant to this Agreement; (b) all Obligations under the Existing Credit Agreement outstanding on the Effective Date after giving effect to this Agreement shall in all respects be continuing and shall be deemed to Obligations outstanding hereunder; (c) the Guaranties made pursuant to the Existing Credit Agreement to the Lenders (including the Swing Line Lender), the L/C Issuer, each Qualifying Counterparty to a Swap Contract (that is permitted to be incurred pursuant to Section 8.01(d)) with any Loan Party or any Subsidiary, each Qualifying Counterparty to a Treasury Management Agreement with any Loan Party, any Subsidiary and/or the Administrative Agent shall remain in full force and effect with respect to the Obligations and are hereby reaffirmed; (d) the Collateral Documents, as amended on or after the Effective Date, and the Liens created thereunder in favor of Bank of America, as administrative agent for the benefit of the holders of the Obligations (as defined in the Existing Credit Agreement) shall remain in full force and effect with respect to the Obligations and are hereby reaffirmed and in particular ▇▇▇▇▇ Europe and ▇▇▇▇▇ Overseas confirm that, with effect from (and including) the Effective Date (subject in all cases to the proviso herein and Section 2.18), (i) the liabilities and obligations arising under this Third Amended and Restated Credit Agreement and the Loan Documents shall form part of (but do not limit) the “Secured Obligations” as defined in Dutch Share Pledge Agreement to which they are a party; (ii) any security created under the Dutch Share Pledge Agreement extends to the Obligations of the Foreign Obligors under the Loan Documents (including this Third Amended and Restated Credit Agreement); and (iii) the security created under the Dutch Share Pledge Agreement continues in full force and effect on the terms of the Dutch Share Pledge Agreement; provided, that, notwithstanding anything to the contrary herein (including this clause (d)), the Dutch Share Pledge Agreement or any other Loan Document, in no event shall the (I) “Secured Obligations” (as defined in the Dutch Share Pledge Agreement) include any Obligations of the Parent Borrower or any Domestic Subsidiary and provisions (II) security created under the Dutch Share Pledge Agreement secure any Obligations of the Parent Borrower or any Domestic Subsidiary; (e) all Existing Letters of Credit outstanding under the Existing Credit Agreement on the Effective Date and set forth on Schedule 1.01(b) shall be deemed to be Letters of Credit outstanding on the Effective Date under this Agreement; and (f) all references in the other Loan Documents to the Existing Credit Agreement shall be deemed to refer without further amendment to this Agreement. Notwithstanding anything to the contrary herein, the Lenders, the L/C Issuer and the Administrative Agent hereby release all any and all guarantees granted by any Released Guarantor under the Existing Credit Agreement, except as otherwise expressly provided herein, shall be superseded release any and all Liens granted by this Agreement. (b) Notwithstanding this amendment any Released Guarantors and restatement release any Liens in any assets of the Existing Credit Agreement, including anything in this Section 1.06, and of any related “Credit Document” (as such term is defined in the Existing Credit Agreement and referred to herein, individually or collectively, as the “Existing Loan Documents”), (i) all of the indebtedness, liabilities and obligations owing by the Parent Borrower or any of its subsidiaries that is not Collateral (including any Liens on any real property), and shall take, at the expense of the Parent Borrower, any action reasonably requested by the Parent Borrower in furtherance of the foregoing; provided, however, that, neither this clause nor any other Person provision of any Loan Document shall operate to release ▇▇▇▇▇ Overseas from its obligations under the Existing Credit (x) this Agreement and the other Existing Loan Documents (as amended a Guarantor with respect to Obligations of the Foreign Obligors and restated hereby) shall continue as obligations hereunder and thereunder; Foreign Subsidiaries and (iiy) this the Dutch Share Pledge Agreement is given as a renewal, extension, modification, amendment and substitution of, and not as a novation, discharge, termination or payment of to the indebtedness, liabilities and obligations of the Borrower under the Existing Credit Agreement or any Existing Loan Document and neither the execution and delivery extent provided for in clause (e) of this Agreement nor the consummation of any other transaction contemplated hereunder is intended to constitute a novation, discharge, termination or payment of the Existing Credit Agreement or of any of the other Existing Loan Documents or any obligations thereunderSection 11.21.

Amendment and Restatement. (a) The Administrative Agent This Agreement amends and the Lenders hereby agree that upon the effectiveness of this Agreement, the terms and provisions of restates the Existing Credit Agreement which in any manner govern or evidence the obligations arising hereunderSecurity Agreement. All rights, the rights and interests of the Administrative Agent and the Lenders and any termsbenefits, conditions or matters related to any thereof, shall be and hereby are amended and restated in their entirety by the terms, conditions and provisions of this Agreement, and the terms and provisions of the Existing Credit Agreement, except as otherwise expressly provided herein, shall be superseded by this Agreement. (b) Notwithstanding this amendment and restatement of the Existing Credit Agreement, including anything in this Section 1.06, and of any related “Credit Document” (as such term is defined in the Existing Credit Agreement and referred to herein, individually or collectively, as the “Existing Loan Documents”), (i) all of the indebtedness, liabilities and obligations owing by the Borrower or any other Person under the Existing Credit Agreement and the other Existing Loan Documents (as amended and restated hereby) shall continue as obligations hereunder and thereunder; and (ii) this Agreement is given as a renewal, extension, modification, amendment and substitution of, and not as a novation, discharge, termination or payment of the indebtednessinterests, liabilities and obligations of the Borrower under parties to the Existing Credit Security Agreement and the agreements, documents and instruments executed and delivered in connection with the Existing Security Agreement, including, without limitation, the Existing Loan Agreement (collectively, the “Existing Security Documents”) are hereby renewed, amended, restated and superseded in their entirety according to the terms and provisions set forth in this Agreement and the other Loan Documents. This Agreement does not constitute, nor shall it result in, a waiver of, or release, discharge or forgiveness of, any amount payable pursuant to the Existing Security Agreement or any Existing indebtedness, liabilities or obligations of any U.S. Obligor thereunder, all of which are renewed and continued and are hereafter payable and to be performed in accordance with this Agreement and the other Loan Document and neither the execution and delivery of Documents. Neither this Agreement nor the consummation of any other transaction contemplated hereunder is intended to constitute a novation, discharge, termination or payment of the Existing Credit Agreement or of any of the other Loan Documents extinguishes the indebtedness or liabilities outstanding in connection with the Existing Security Documents, nor do they constitute a novation with respect thereto. (b) All security interests, pledges, assignments, and other Liens previously granted by each U.S. Obligor pursuant to the Existing Security Documents are hereby renewed and continued, and all such security interests, pledges, assignments and other Liens shall remain in full force and effect as security for the Secured Obligations. (c) Without limiting the generality of the foregoing, nothing contained herein shall amend, modify, interrupt, extinguish or nullify any grant of a security interest by any Borrower in the U.S. Collateral set forth herein, and all security interests, pledges, assignments and other liens previously granted by Borrowers under the Existing Security Documents, including, without limitation, the Existing Loan Documents or any obligations thereunderAgreement, are hereby renewed and continued and shall remain in full force and effect as security for the Secured Obligations.

Amendment and Restatement. The parties hereto agree that on the Effective Date, the following transactions shall be deemed to occur automatically, without further action by any party hereto: (a) The Administrative Agent the Existing Credit Agreement shall be deemed to be amended and restated in its entirety in the form of this Agreement; (b) the Loans shall serve to extend, renew and continue, but not to extinguish or novate, the Existing Loans and the Lenders corresponding promissory notes and to amend, restate and supersede, but not to extinguish or cause to be novated the Existing Obligations under, the Existing Credit Agreement; (c) the Borrower hereby agree that agrees that, upon the effectiveness of this Agreement, the terms and provisions of the Existing Credit Agreement which in any manner govern or evidence the obligations arising hereunder, the rights and interests of the Administrative Agent and the Lenders and any terms, conditions or matters related to any thereof, shall be and hereby are amended and restated in their entirety by the terms, conditions and provisions of this Agreement, and the terms and provisions of the Existing Credit Agreement, except as otherwise expressly provided herein, shall be superseded by this Agreement. (b) Notwithstanding this amendment and restatement of the Existing Credit Agreement, including anything in this Section 1.06, and of any related “Credit Document” (as such term is defined in the Existing Credit Agreement and referred to herein, individually or collectively, as the “Existing Loan Documents”), (i) all of the indebtedness, liabilities and obligations owing by the Borrower or any other Person Loans outstanding under the Existing Credit Agreement and all accrued and unpaid interest thereon shall be deemed to be outstanding under and payable by this Agreement; (d) all Existing Obligations (including any Existing Obligations that have accrued, but are not payable, as of the other Effective Date) shall, to the extent not paid on the Effective Date, be deemed to be Obligations outstanding (and in the case of any accrued Existing Loan Documents Obligations that have accrued, but are not payable, as of the Effective Date, such accrued Existing Obligations shall be paid on the date or dates that such Existing Obligations were due under the Existing Agreement); (as amended and restated herebye) shall continue as obligations hereunder and thereunder; and (ii) this Agreement is given as a renewal, extension, modification, amendment and substitution of, and not as a novation, discharge, termination or the Liens in favor of Administrative Agent securing payment of the indebtedness, liabilities Existing Obligations shall remain in full force and obligations of effect with respect to the Borrower under Obligations and are hereby reaffirmed in accordance with the Existing Credit Agreement or any Existing Loan Document Security Documents; (f) the parties acknowledge and neither the execution and delivery of agree that this Agreement nor and the consummation of any other transaction contemplated hereunder is intended to Loan Documents do not constitute a novation, discharge, payment and reborrowing or termination or payment of the Existing Credit Obligations and that all such Existing Obligations are in all respects continued and outstanding as Obligations under this Agreement; and (g) in connection herewith, the Existing Lenders have sold, assigned, transferred and conveyed, and Lenders party to this Agreement or of any have purchased and accepted, and hereby purchase and accept, so much of the other Existing Loan Documents Loans such that each Lender’s percentage of the loans and obligations outstanding pursuant to the Existing Credit Agreement, as restructured, rearranged, renewed, extended and continued pursuant to this Agreement, shall be equal to such Lender’s Applicable Percentage upon the effectiveness of this Agreement (and the Lenders acknowledge and agree that the assignment, transfer and conveyance of the Existing Loans is without any recourse or warranties whatsoever by any obligations thereunderExisting Lender.

Amendment and Restatement. The parties hereto agree that, on the Closing Date, the following transactions shall be deemed to occur automatically, without further action by any party hereto: (a) The Administrative Agent and the Lenders hereby agree that upon the effectiveness of this Agreement, the terms and provisions of the Existing Credit Agreement which in any manner govern or evidence the obligations arising hereunder, the rights and interests of the Administrative Agent and the Lenders and any terms, conditions or matters related to any thereof, shall be and hereby are deemed to be amended and restated in their its entirety by the terms, conditions and provisions of pursuant to this Agreement, and the terms and provisions of the Existing Credit Agreement, except as otherwise expressly provided herein, shall be superseded by this Agreement. ; (b) Notwithstanding this amendment and restatement of the Existing Credit Agreement, including anything in this Section 1.06, and of any related “Credit Document” (as such term is defined in all obligations under the Existing Credit Agreement outstanding on the Closing Date shall in all respects be continuing and referred shall be deemed to hereinbe Obligations outstanding hereunder; (c) the guarantees made to the lenders, individually or collectivelythe letter of credit issuer, as the “administrative agent and each other holder of the obligations under the Existing Loan Documents”)Credit Agreement shall remain in full force and effect with respect to the Obligations and are hereby reaffirmed; provided, that, notwithstanding the foregoing, it is understood and agreed that, on the Closing Date, and automatically and without further action by any Person, (i) Gentherm Canada ULC, an Alberta unlimited liability company, shall be released and discharged in all of the indebtedness, liabilities respects as a borrower and obligations owing by the Borrower or any other Person a guarantor under the Existing Credit Agreement and the other Existing Loan Documents (as amended and restated hereby) shall continue as obligations hereunder and thereunder; loan documents executed in connection therewith, and (ii) this Agreement is given Gentherm Luxembourg II S.À ▇.▇. shall be released and discharged in all respects as a renewal, extension, modification, amendment and substitution of, and not as a novation, discharge, termination or payment of the indebtedness, liabilities and obligations of the Borrower guarantor under the Existing Credit Agreement or and the other loan documents executed in connection therewith; and (d) the security interests and liens in favor of Bank of America, as administrative agent for the benefit of the holders of the obligations under the Existing Credit Agreement, created under the collateral documents entered into in connection with the Existing Credit Agreement shall remain in full force and effect with respect to the Obligations and are hereby reaffirmed; provided, that, notwithstanding the foregoing, it is understood and agreed that, on the Closing Date, and automatically and without further action by any Person, the security interests granted pursuant to that certain share pledge agreement governed by the laws of the Grand Duchy of Luxembourg, dated as of October 14, 2014 and made by the Company in favor of Bank of America, in its capacity as administrative agent for the benefit of the holders of the obligations in connection with the Existing Loan Document Credit Agreement, shall be terminated, discharged and neither released. On the execution Closing Date, the revolving credit extensions and delivery revolving commitments made by the lenders under the Existing Credit Agreement shall be re-allocated and restated among the Lenders so that, as of this the Closing Date, the respective Commitments and Applicable Percentages of the Lenders shall be as set forth on Schedule 2.01. This Agreement nor constitutes an amendment to the consummation Existing Credit Agreement made under and in accordance with the terms of any other transaction contemplated hereunder is intended to constitute a novation, discharge, termination or payment Section 11.01 of the Existing Credit Agreement or of any Agreement. Each party hereto hereby authorizes the Administrative Agent to execute and deliver to the Loan Parties, at the sole expense of the other Existing Loan Documents Parties, all documents or any obligations thereunder.instruments reasonably requested by the Loan Parties to evidence or effectuate the releases and terminations contemplated by this Section 11.23. [Signature Pages Follow]

Amendment and Restatement. (a) The Administrative Agent Effective as of the Restatement Effective Date, and the Lenders hereby agree that upon the effectiveness of this Agreement, subject to the terms and provisions of conditions set forth herein, the Existing Credit Agreement which in any manner govern or evidence the obligations arising hereunder, the rights and interests of the Administrative Agent and the Lenders and any terms, conditions or matters related to any thereof, shall be and is hereby are amended and restated in their entirety by the termsform of Annex A hereto (as so amended and restated, conditions the “Third Amended and provisions of this Agreement, and the terms and provisions of the Existing Restated Credit Agreement, except as otherwise expressly provided herein, shall be superseded by this Agreement”). (b) Notwithstanding this amendment Effective on and restatement as of the Existing Credit Agreement, including anything in this Section 1.06Restatement Effective Date, and subject to the terms and conditions set forth herein, (i) each Foreign Subsidiary listed on Schedule 16.11 (a) to the Third Amended and Restated Credit Agreement (which for the avoidance of any related “Credit Document” doubt, are all of the Foreign Guarantors (other than Borrowers and Genesee & Wyoming C.V.) organized in jurisdictions that are not Required Guarantor Jurisdictions (as such term is defined in the Existing Third Amended and Restated Credit Agreement and referred to herein, individually or Agreement)) (collectively, as the “Existing Released Foreign Guarantors”) shall be automatically released and discharged from their obligations under the Loan DocumentsDocuments (including the Guaranty), (ii) the Released Foreign Guarantors shall cease to be Loan Parties, (iii) the Liens on the Collateral granted to the Administrative Agent under the Collateral Documents by the Released Foreign Guarantors shall be automatically released and discharged, other than with respect to the Liens granted by the Released Foreign Guarantors pursuant to the Collateral Documents governed by applicable foreign law, which Liens will be released and discharged pursuant to the documentation set forth on Schedule 16.11(b) (the “Released Foreign Guarantor Collateral”), (iiv) all of the indebtednessAdministrative Agent shall be, liabilities and obligations owing by hereby is, authorized to (x) deliver the Borrower or any other Person under release documents described on Schedule 16.11(b) to the Existing Third Amended and Restated Credit Agreement to the Loan Parties and the other Existing Loan Documents (take such actions as amended and restated hereby) shall continue as obligations hereunder and thereunder; are contemplated thereby and (iiy) this Agreement is given execute and deliver such additional releases, terminations and other documents (including amendments to the Collateral Documents) and take such actions and make such filings (in each applicable jurisdiction) as a renewalthe Loan Parties may reasonably request to give effect to the foregoing (collectively, extension, modification, amendment and substitution of, and not as a novation, discharge, termination or payment of the indebtedness, liabilities and obligations of the Borrower under the Existing Credit Agreement or any Existing Loan Document and neither the execution and delivery of this Agreement nor the consummation of any other transaction contemplated hereunder is intended to constitute a novation, discharge, termination or payment of the Existing Credit Agreement or of any of the other Existing Loan Documents or any obligations thereunder“Release”).

Amendment and Restatement. (a) The Administrative Agent and On the Lenders hereby agree that upon the effectiveness of this Agreement, the terms and provisions of Effective Date the Existing Credit Agreement which in any manner govern or evidence the obligations arising hereunder, the rights and interests of the Administrative Agent and the Lenders and any terms, conditions or matters related to any thereof, shall be amended, restated and hereby are amended superseded in its entirety hereby. The parties hereto acknowledge and restated in their entirety by the terms, conditions and provisions of agree that (a) this Agreement, any promissory notes delivered pursuant hereto and the terms other Loan Documents executed and provisions delivered in connection herewith do not constitute a novation or termination of the “Obligations” (as defined in the Existing Credit Agreement, except ) under the Existing Credit Agreement as otherwise expressly in effect prior to the Effective Date and (b) such “Obligations” are in all respects continuing with only the terms thereof being modified as provided herein, shall be superseded by in this Agreement. (b) Notwithstanding All indemnification obligations of the Borrowers arising under the Existing Credit Agreement (including any arising from a breach of the representations thereunder) shall survive this amendment and restatement of the Existing Credit Agreement. (c) The Administrative Agent, including anything in this Section 1.06at the direction of the Lenders hereunder (which constitute “Required Banks” under the Existing Credit Agreement), and of any related “Credit Document” (as such term is defined in hereby waives the requirement pursuant to the Existing Credit Agreement and referred that the Borrowers deliver prior notice of their election to herein, individually terminate or collectively, as reduce the “Commitments” under the Existing Loan Documents”), (i) all Credit Agreement. The execution of the indebtedness, liabilities and obligations owing this Agreement by the Borrower or any other Person Lender that is also a “Lender” under the Existing Credit Agreement shall constitute such Person’s consent to the amendments to the Existing Credit Agreement contained herein, including the appointment of ▇▇▇▇▇ Fargo as the Administrative Agent and an Issuing Bank. (d) By its execution hereof, each Lender hereby (i) consents to any amendments to be executed in connection herewith to the other Existing Loan Documents (delivered in connection with the Existing Credit Agreement, all as amended in form and restated hereby) shall continue as obligations hereunder and thereunder; substance approved by the Administrative Agent, and (ii) this Agreement is given as a renewal, extension, modification, amendment authorizes and substitution of, and not as a novation, discharge, termination or payment of directs the indebtedness, liabilities and obligations of the Borrower under the Existing Credit Agreement or any Existing Loan Document and neither the execution and delivery of this Agreement nor the consummation of any other transaction contemplated hereunder is intended Administrative Agent to constitute a novation, discharge, termination or payment of the Existing Credit Agreement or of any of the other Existing Loan Documents or any obligations thereunderenter into such amendments.

Amendment and Restatement. Each of the parties hereto acknowledges and agrees that (ai) The Administrative Agent this Agreement represents, among other things, an amendment, restatement, renewal, consolidation and modification of the loans made under the Original EGS Agreement and the Lenders hereby agree that upon loans made under the effectiveness of this Agreement, the terms Original Dry Bulk Agreement and provisions certain of the Existing Credit Agreement which in any manner govern or evidence the obligations arising hereunder, the rights and interests of the Administrative Agent documents that were executed as security for said loans and the Lenders and any terms, conditions or matters related to any thereof, shall be and hereby are amended and restated in their entirety by the terms, conditions and provisions of this Agreement, Assignor’s and the terms Assignees’ respective obligations in connection therewith (the "Original Security Documents"); (ii) this Agreement and provisions of the Existing Credit Agreement, except as otherwise expressly provided herein, shall be superseded by this Agreement. (b) Notwithstanding this amendment and restatement of the Existing Credit Agreement, including anything in this Section 1.06, and of any related “Credit Document” Security Documents (as such term is defined hereinafter defined) shall secure, without interruption or impairment of any kind, all existing indebtedness of each of the Assignor and the Borrowers under the Original Agreements and the Original Security Documents to which it is a party as so assigned, assumed, amended, restated, restructured, renewed, consolidated and modified hereunder and by the Security Documents executed and delivered in the Existing Credit Agreement and referred to herein, individually or collectively, as the “Existing Loan Documents”), connection herewith; (iiii) all of the indebtedness, liabilities and obligations owing liens evidenced by the Borrower or any other Person under Original Agreements and the Existing Credit Original Security Documents, to the extent assigned, assumed, amended, restated, restructured, renewed, consolidated and modified hereunder, are hereby ratified, confirmed and continued; (iv) this Agreement and the other Existing Loan Security Documents are intended to restructure, restate, renew, consolidate, amend and modify the Original Agreements and the Original Security Documents; (as amended and restated hereby) shall continue as obligations hereunder and thereunder; and (iiv) this Agreement is given as a renewal, extension, modification, an amendment and substitution ofrestatement in its entirety of the Original Agreements, and not from and after the Effective Date, except as a novationotherwise provided in Section 3.1(c) with respect to EGS, discharge, termination or payment of the indebtedness, liabilities all rights and obligations of the Borrower parties under the Existing Credit Agreement or any Existing Loan Document Original Agreements, as amended hereby, without duplication, shall survive hereunder; and neither (vi) the execution Note (as hereinafter defined) amends, renews, modifies, replaces, is substituted for and delivery of this Agreement nor supersedes in its entirety, but does not extinguish the consummation of any other transaction contemplated hereunder is intended to constitute a novationexisting indebtedness arising under, discharge, termination or payment of the Existing Credit Agreement or of any of promissory notes issued in connection with the other Existing Loan Documents or any obligations thereunderOriginal Agreements.

Amendment and Restatement. (a) The Administrative Agent and Effective as of the Lenders hereby agree that upon the effectiveness of this AgreementRestatement Effective Date, the terms and provisions of (i) the Existing Credit Agreement which in any manner govern or evidence the obligations arising hereunder, the rights and interests of the Administrative Agent and the Lenders and any terms, conditions or matters related to any thereof, shall be and is hereby are amended and restated in their entirety by the terms, conditions and provisions form of this Agreement, and the terms and provisions of Exhibit A hereto (the Existing Credit Agreement, except as otherwise expressly provided hereinso amended and restated, shall be superseded by this being referred to as the “Restated Credit Agreement”), (ii) Annex I to the Existing Credit Agreement is hereby amended and restated in the form of Annex I attached to the Restated Credit Agreement, (iii) Exhibit A to the Existing Credit Agreement is hereby amended and restated in the form of Exhibit A attached to the Restated Credit Agreement, (iv) Exhibit B to the Existing Credit Agreement is hereby amended and restated in the form of Exhibit B attached to the Restated Credit Agreement, (v) Exhibit C to the Existing Credit Agreement is hereby amended and restated in the form of Exhibit C attached to the Restated Credit Agreement, (vi) Exhibit D to the Existing Credit Agreement is hereby deleted in its entirety, (vii) Exhibit E to the Existing Credit Agreement is hereby amended and restated in the form of Exhibit E attached to the Restated Credit Agreement and (viii) Exhibit H to the Existing Credit Agreement is hereby deleted in its entirety. (b) Notwithstanding this amendment Except as expressly set forth above and restatement of the Existing Credit Agreementtherein, including anything in this Section 1.06, all Schedules and of any related “Credit Document” (as such term is defined in Exhibits to the Existing Credit Agreement will continue in their present forms as Schedules and referred Exhibits to herein, individually or collectively, as the “Existing Loan Documents”), (i) all of the indebtedness, liabilities and obligations owing by the Borrower or any other Person under the Existing Restated Credit Agreement and the other Existing Loan Documents (as amended and restated hereby) shall continue as obligations hereunder and thereunder; and (ii) this Agreement is given as a renewal, extension, modification, amendment and substitution of, and not as a novation, discharge, termination or payment of the indebtedness, liabilities and obligations of the Borrower under the Existing Credit Agreement or any Existing Loan Document and neither the execution and delivery of this Agreement nor the consummation of any other transaction contemplated hereunder is intended to constitute a novation, discharge, termination or payment of the Existing Credit Agreement or of any of the other Existing Loan Documents or any obligations thereunderAgreement.