Common use of Amendment Effective Date Clause in Contracts

Amendment Effective Date. The amendments to and the restatement of the Existing Credit Agreement provided for herein shall not become effective until the date on which each of the following conditions is satisfied (or waived in accordance with Section 9.02): (a) The Administrative Agent (or its counsel) shall have received (i) counterparts of this Agreement that, when taken together, bear the signatures of the Borrower and the Required Lenders or (ii) written evidence satisfactory to the Administrative Agent (which may include telecopy transmission of signed signature pages of this Agreement) that the Borrower and the Required Lenders have signed counterparts of this Agreement. (b) The Administrative Agent shall have received a certificate, dated the Amendment Effective Date and signed by the President, a Vice President or a Financial Officer of the Borrower, confirming compliance with the conditions set forth in paragraphs (a) and (b) of Section 4.02. (c) The Borrower shall be in Pro Forma Compliance and no Default shall have occurred and be continuing. (d) The Tritel Transactions shall have been consummated and the Administrative Agent shall have received (i) copies of the executed documentation governing such transactions, each certified by the Secretary or Assistant Secretary of the Borrower as a true and correct copy and (ii) such other documents relating thereto reasonably requested by the Administrative Agent, its counsel or the Lenders. (e) All consents and approvals required to be obtained from any Governmental Authority or other Person in connection with the Tritel Transactions shall have been obtained. (f) The Administrative Agent shall have received an updated Perfection Certificate (giving effect to the Tritel Transactions and the AT&T Swap) dated the Amendment Effective Date and signed by an executive officer or Financial Officer of the Borrower, together with all documents and instruments including Uniform Commercial Code financing statements and amendments to financing statements, required by law or reasonably requested by the Administrative Agent to be filed, registered or recorded to create or perfect (or continue to perfect) the Liens intended to be created under the Security Agreement. (a) shall become effective upon the date on which each of the conditions contained in paragraphs (a) and (c) of this Section 4.03 are satisfied (or waived in accordance with Section 9.02).

Amendment Effective Date. The amendments to and the restatement This Refinancing Amendment shall become effective as of the Existing Credit Agreement provided for herein shall not become effective until first date (the date “Amendment Effective Date”) on which each of the following conditions is satisfied (or waived in accordance with Section 9.02):shall have been satisfied: (a) The Administrative Agent (or its counsel) shall have received (i) counterparts of this Agreement that, when taken together, bear the signatures of the Borrower and the Required Lenders or (ii) written evidence satisfactory to the Administrative Agent (which may include telecopy transmission of signed signature pages of this Agreement) that the Borrower and the Required Lenders have signed counterparts of this Agreement. (b) The Administrative Agent shall have received a certificate, dated the Amendment Effective Date and signed by the President, a Vice President or a Financial Officer of the Borrower, confirming compliance with the conditions set forth in paragraphs (a) and (b) of Section 4.02. (c) The Borrower shall be in Pro Forma Compliance and no Default shall have occurred and be continuing. (d) The Tritel Transactions shall have been consummated Lead Arranger and the Administrative Agent shall have received (i) copies a counterpart signature page of this Refinancing Amendment duly executed by each of the executed documentation governing such transactionsBorrower, the Administrative Agent and each certified by the Secretary or Assistant Secretary of the Borrower as a true and correct copy Additional Tranche B-7 Lender and (ii) such other documents relating thereto reasonably requested a Lender Addendum executed and delivered by the Administrative Agent, its counsel or the Lenderseach Continuing Tranche B-7 Lender. (e) All consents and approvals required to be obtained from any Governmental Authority or other Person in connection with the Tritel Transactions shall have been obtained. (fb) The conditions set forth in Sections 4.03(a) and (b) of the Credit Agreement shall be satisfied on and as of the Amendment Effective Date, and the Lead Arranger and the Administrative Agent shall have received an updated Perfection Certificate a certificate (giving effect in form and substance reasonably acceptable to the Tritel Transactions Lead Arranger and the AT&T Swap) Administrative Agent), dated as of the Amendment Effective Date and signed by an executive officer or a Responsible Officer of the Borrower, to such effect. (c) The representations and warranties set forth in Sections 4(b) and 4(c) of this Refinancing Amendment shall be true and correct in all respects on and as of the Amendment Effective Date, and the Lead Arranger and the Administrative Agent shall have received a certificate (in form and substance reasonably acceptable to the Lead Arranger Administrative Agent), dated as of the Amendment Effective Date and signed by a Financial Officer of the Borrower, together certifying as to such representations and warranties. (d) The Lead Arranger and the Administrative Agent shall have received the favorable legal opinions of (i) Freshfields Bruckhaus ▇▇▇▇▇▇▇▇ US LLP, New York counsel to the Loan Parties, and (ii) ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, Esq., general counsel of the Borrower, in each case addressed to the Tranche B-7 Lenders, the Administrative Agent and the Collateral Agent and dated the Amendment Effective Date, which opinions shall be in form and substance reasonably satisfactory to the Lead Arranger and the Administrative Agent. The Borrower hereby requests such counsel to deliver such opinions. (e) The Lead Arranger and the Administrative Agent shall have received a Borrowing Request in respect of the Tranche B-7 Term Loans, which shall be in compliance with all the notice requirements set forth in Section 2.03 of the Credit Agreement as amended hereby. (f) The Lead Arranger and the Administrative Agent shall have received such documents and instruments including Uniform Commercial Code financing statements certificates as the Lead Arranger, the Administrative Agent or their counsel may reasonably request relating to the organization, existence and amendments good standing of each Loan Party, the authorization of execution, delivery and performance of this Refinancing Amendment, the performance of the Credit Agreement and each other applicable Loan Document and any other legal matters relating to financing statementsthe Wireline Companies or the Loan Documents, all in form and substance reasonably satisfactory to the Lead Arranger, the Administrative Agent and their counsel. (g) Each Loan Party not a party hereto shall have entered into a reaffirmation agreement in form and substance reasonably satisfactory to the Lead Arranger and the Administrative Agent. (h) The Borrower shall have paid (i) to the Administrative Agent for the account of each Tranche B-7 Lender an upfront fee (which fee may, at the election of the Lead Arranger, be structured as original issue discount) (the “Upfront Fee”) in an amount equal to 0.50% of the principal amount of Tranche B-7 Term Loans made or held by such Tranche B-7 Lender on the Amendment Effective Date immediately after giving effect to this Refinancing Amendment and the transactions contemplated hereby, which Upfront Fee shall be fully earned and due and payable on the Amendment Effective Date, and (ii) all other fees and amounts due and payable pursuant to this Refinancing Amendment and/or any letter agreements or fee letters by and between the Borrower and the Lead Arranger (collectively, “Engagement Letter”), including, to the extent invoiced, reimbursement or payment of documented and reasonable out-of-pocket expenses in connection with this Refinancing Amendment and any other out-of-pocket expenses of the Lead Arranger and the Administrative Agent required by law to be paid or reimbursed pursuant to the Credit Agreement or the Engagement Letter; provided that it is understood and agreed that the Additional Tranche B-7 Lenders may net the fees and expenses described in this paragraph from the proceeds of the Additional Tranche B-7 Term Loans prior to providing such proceeds to the Administrative Agent for distribution to the Borrower. (i) The Tranche B-7 Lenders shall have received, no later than three Business Days prior to the Amendment Effective Date, all documentation and other information about the Borrower and the Guarantors as has been reasonably requested by the Lead Arranger, the Administrative Agent to be filedor any Tranche B-7 Lender that such Person reasonably determines is required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, registered or recorded to create or perfect (or continue to perfect) including without limitation the Liens intended to be created under Act, that has been reasonably requested at least five Business Days in advance of the Security AgreementAmendment Effective Date. (aj) shall become effective upon The prepayment of (i) the date on which each Existing Tranche B-5 Term Loans of the conditions contained in paragraphs (a) Non-Continuing Tranche B-5 Lenders and (cii) the Non-Allocated Existing Term Loans of the Continuing Tranche B-7 Lenders, in each case, shall have been consummated or, substantially concurrently with the incurrence (or continuation) of this Section 4.03 are satisfied (or waived in accordance with Section 9.02)the Tranche B-7 Term Loans, shall be consummated. The Administrative Agent shall notify the Borrower and the Tranche B-7 Lenders of the Amendment Effective Date and such notice shall be conclusive and binding.

Amendment Effective Date. The amendments to and the restatement This Amendment shall become effective as of the Existing Credit Agreement provided for herein shall not become effective until date first written above (the date on which each “Amendment Effective Date”), upon the satisfaction of the following conditions is satisfied (or waived in accordance with Section 9.02):precedent: (a) The Administrative Agent (or its counsel) shall have received (i) counterparts of this Agreement that, when taken together, bear the signatures Agent’s receipt of the Borrower and following, each of which shall be originals, telecopies or other electronic copies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the Required Lenders or (ii) written evidence satisfactory to the Administrative Agent (which may include telecopy transmission of signed signature pages of this Agreement) that the Borrower and the Required Lenders have signed counterparts of this Agreement. (b) The Administrative Agent shall have received a certificateBorrower, if applicable, each dated the Amendment Effective Date (or, in the case of certificates of governmental officials, a recent date before the Amendment Effective Date and in the case of financial statements, the date or period of such financial statements) and each in form and substance reasonably satisfactory to the Administrative Agent: (i) executed counterparts of this Amendment, sufficient in number for distribution to the Administrative Agent, each Lender and Borrower; (ii) if so requested within three Business Days prior to the Amendment Effective Date, a Note executed by Borrower in favor of each requesting Lender; (iii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of Borrower as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Amendment and the other Loan Documents delivered pursuant to this § 3.1 to which Borrower is a party; (iv) such documents and certifications as the Administrative Agent may reasonably require to evidence that Borrower, General Partner and GP LLC are duly organized or formed, and that Borrower is validly existing and in good standing in its jurisdiction of organization, issued by the appropriate authorities of such jurisdiction; (v) favorable opinions of (A) ▇▇▇▇▇▇▇ ▇▇▇▇▇, Esq., General Counsel for Borrower, and (B) ▇▇▇▇▇ ▇▇▇▇▇ L.L.P., special Texas and New York counsel to Borrower, addressed to the Administrative Agent and each Lender; (vi) a certificate signed by the President, a Vice President or a Financial Responsible Officer of the Borrower, confirming compliance with Borrower certifying (A) that the conditions set forth specified in paragraphs (aSection 4.02(a) and (b) of Section 4.02the Credit Agreement have been satisfied, (B) that there has been no event or circumstance since December 31, 2016 that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect and (C) the current Debt Ratings; and (vii) such other assurances, certificates, documents, consents or opinions as the Administrative Agent may reasonably require. (b) All consents, licenses and approvals required in connection with the execution, delivery and performance by Borrower and the validity against Borrower of this Amendment and each of the other Loan Documents to which it is a party shall have been obtained and shall be in full force and effect. (c) The Borrower There shall be in Pro Forma Compliance and no Default shall not have occurred during the period from December 31, 2016 through and including the Amendment Effective Date (i) any event or condition that has had or could reasonably be continuingexpected, either individually or in the aggregate, to have a Material Adverse Effect, or (ii) any action, suit, investigation, proceeding, claim or dispute pending or, to the knowledge of Borrower, threatened in writing, at law, in equity, in arbitration or before any Governmental Authority, by or against Borrower or any of its Subsidiaries or against any of their properties or revenues that either individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect. (d) The Tritel Transactions Any fees due the Lead Arranger, Administrative Agent or any Lender, including any arrangement fees, agency fees and upfront fees, and any expenses incurred by the Lead Arranger and Administrative Agent, in each case, as agreed in writing by Borrower, required to be paid on or before the Amendment Effective Date shall have been consummated paid. (e) Borrower shall have paid all reasonable fees, charges and disbursements of counsel to the Administrative Agent to the extent invoiced prior to the Amendment Effective Date. For purposes of determining compliance with the conditions specified in this §3.1, each Lender that has signed this Amendment shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received (i) copies notice from such Lender prior to the proposed Amendment Effective Date specifying its objection thereto and the Administrative Agent hereby agrees to promptly provide Borrower with a copy of the executed documentation governing any such transactions, each certified by the Secretary or Assistant Secretary of the Borrower as a true and correct copy and (ii) such other documents relating thereto reasonably requested notice received by the Administrative Agent, its counsel or the Lenders. (e) All consents and approvals required to be obtained from any Governmental Authority or other Person in connection with the Tritel Transactions shall have been obtained. (f) The Administrative Agent shall have received an updated Perfection Certificate (giving effect to the Tritel Transactions and the AT&T Swap) dated the Amendment Effective Date and signed by an executive officer or Financial Officer of the Borrower, together with all documents and instruments including Uniform Commercial Code financing statements and amendments to financing statements, required by law or reasonably requested by the Administrative Agent to be filed, registered or recorded to create or perfect (or continue to perfect) the Liens intended to be created under the Security Agreement. (a) shall become effective upon the date on which each of the conditions contained in paragraphs (a) and (c) of this Section 4.03 are satisfied (or waived in accordance with Section 9.02).

Amendment Effective Date. The amendments to and the restatement This Amendment shall become effective as of the Existing Credit Agreement provided for herein shall not become effective until first date (the date “Amendment Effective Date”) on which each of the following conditions is satisfied (or waived in accordance with Section 9.02):shall have been satisfied: (a) This Amendment shall have been duly executed by each of the Borrower and the Lender. (b) No Default or Event of Default shall exist or have occurred and be continuing (after giving effect to the provisions of this Amendment). (c) The Administrative Agent representations and warranties of each Loan Parties contained in this Amendment and each other Loan Documents shall be true and correct in all material respects (or, if such representation or its counselwarranty is subject to a materiality or Material Adverse Effect qualification, in all respects) on and as of the Amendment Effective Date, except to the extent that such representation and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects (or, if such representation or warranty is subject to a materiality or Material Adverse Effect qualification, in all respects) as of such earlier date. (d) The Lender shall have received such customary certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of the Borrower as the Lender may require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with the Loan Documents. (e) The Lender shall have received such other documents and certificates (including Organizational Documents and good standing certificates) as the Lender may reasonably request relating to the solvency, organization, existence and good standing of the Borrower and any other legal matters relating to the Borrower, the Loan Documents or the transactions contemplated thereby. (f) The Lender shall have received an opinion of ▇▇▇▇▇▇ and ▇▇▇▇▇▇▇ LLP, counsel to the Borrower, addressed to the Lender and dated the Amendment Effective Date, in form and substance reasonably satisfactory to the Lender (and the Borrower hereby instructs such counsel to deliver such opinion to such Persons). (g) The Borrower shall have paid (i) all fees, costs and expenses to the extent that statements for such expenses shall have been delivered to the Borrower on or prior to the Amendment Effective Date (including all such legal fees and expenses of ▇▇▇▇▇▇, ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP in connection herewith). (h) The Lender shall have received (i) counterparts of this Agreement that, when taken together, bear the signatures of confirmation from the Borrower that all consents needed under the Existing Loan Documents have been obtained and the Required Lenders or (ii) written evidence of executed modifications and amendments to and/or consents under the SPAC Agreement in form and substance reasonably satisfactory to the Administrative Agent (which may include telecopy transmission of signed signature pages of this Agreement) that the Borrower and the Required Lenders have signed counterparts of this AgreementLender. (bi) The Administrative Agent Lender shall have received a certificate, dated the Amendment Effective Date and signed by the President, a Vice President or a Financial Responsible Officer of the Borrower, confirming satisfaction of the conditions set forth in this Section and compliance with the conditions set forth in paragraphs (a) and (b) of Section 4.02herein. (c) The Borrower shall be in Pro Forma Compliance and no Default shall have occurred and be continuing. (d) The Tritel Transactions shall have been consummated and the Administrative Agent shall have received (i) copies of the executed documentation governing such transactions, each certified by the Secretary or Assistant Secretary of the Borrower as a true and correct copy and (ii) such other documents relating thereto reasonably requested by the Administrative Agent, its counsel or the Lenders. (e) All consents and approvals required to be obtained from any Governmental Authority or other Person in connection with the Tritel Transactions shall have been obtained. (f) The Administrative Agent shall have received an updated Perfection Certificate (giving effect to the Tritel Transactions and the AT&T Swap) dated the Amendment Effective Date and signed by an executive officer or Financial Officer of the Borrower, together with all documents and instruments including Uniform Commercial Code financing statements and amendments to financing statements, required by law or reasonably requested by the Administrative Agent to be filed, registered or recorded to create or perfect (or continue to perfect) the Liens intended to be created under the Security Agreement. (a) shall become effective upon the date on which each of the conditions contained in paragraphs (a) and (c) of this Section 4.03 are satisfied (or waived in accordance with Section 9.02).

Amendment Effective Date. The amendments to and the restatement of the Existing Credit Agreement provided for herein This Amendment shall not become effective until the date on which when each of the following conditions is precedent set forth in this Section 4 has been satisfied (or waived in accordance with Section 9.02such date, the “Amendment Effective Date”): (a) The Administrative Agent (or its counsel) Lender shall have received duly-executed counterpart originals (or, if agreed by the Lender, fax or PDF copies) of (i) counterparts of this Agreement that, when taken together, bear the signatures of Amendment from the Borrower and the Required Lenders or Lender, (ii) written evidence satisfactory to a Guarantor Consent and Reaffirmation in the Administrative Agent form of Annex I hereto executed by each of the Guarantors and (which may include telecopy transmission of signed signature pages of this Agreementiii) that an Indemnity and Contribution Agreement among the Borrower and the Required Lenders have signed counterparts of this AgreementGuarantors in form and substance satisfactory to the Lender. (b) The Administrative Agent Lender shall have received such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Lender may require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a certificateResponsible Officer in connection with this Amendment and the other documents and agreements delivered in connection herewith (together, dated the “Amendment Effective Date and signed by the President, Documents”) to which such Loan Party is a Vice President or a Financial Officer of the Borrower, confirming compliance with the conditions set forth in paragraphs (a) and (b) of Section 4.02party. (c) The Borrower shall be in Pro Forma Compliance and no Default Lender shall have occurred received such documents and be continuingcertifications as the Lender may reasonably require to evidence that the Borrower is in good standing under the law of its jurisdiction of organization. (d) The Tritel Transactions Borrower shall have been consummated paid to the Lender all reasonable and documented costs and attorneys’ fees incurred by the Lender in connection with this Amendment and the Administrative Agent shall have received other Amendment Documents, to the extent invoiced prior to the Amendment Effective Date (i) copies of the executed documentation governing such transactions, each certified by the Secretary or Assistant Secretary of the Borrower as a true including any previously invoiced and correct copy outstanding costs and (ii) such other documents relating thereto reasonably requested by the Administrative Agent, its counsel or the Lendersattorneys’ fees that relate to services previously provided). (e) All consents and approvals required to be obtained from any Governmental Authority or other Person in connection with the Tritel Transactions The Lender shall have been obtained. (f) The Administrative Agent shall have received an updated Perfection Certificate (giving effect received, in form and substance satisfactory to the Tritel Transactions and the AT&T Swap) dated the Amendment Effective Date and signed by an executive officer or Financial Officer of the Borrowerit, together with all such additional approvals, consents, documents and instruments including Uniform Commercial Code financing statements and amendments to financing statements, required by law or other information as the Lender shall reasonably requested by the Administrative Agent to be filed, registered or recorded to create or perfect (or continue to perfect) the Liens intended to be created under the Security Agreementrequest. (a) shall become effective upon the date on which each of the conditions contained in paragraphs (a) and (c) of this Section 4.03 are satisfied (or waived in accordance with Section 9.02).

Amendment Effective Date. The amendments to and SUBSEQUENT AMENDMENT FEES 2.1 This Amendment shall become effective as of June 30, 1996 (the restatement of the Existing Credit Agreement provided for herein "Amendment Effective Date"); provided, however, that this Amendment shall not become be effective until the date on which each of if the following conditions is are not satisfied on or before August 12, 1996: (i) the delivery by Merisel Canada of a Consent and Acknowledgement in the form of Annex A hereto; (ii) the delivery by the Borrowers and Merisel Parent to the Lenders (or waived in accordance to the Agent with Section 9.02): sufficient originally executed copies, where appropriate, for each Lender) of (a) The Administrative Agent (or its counsel) shall have received (i) counterparts certified resolutions of their respective Board of Directors approving and authorizing the execution, delivery, and performance of this Agreement thatAmendment, when taken together, bear the signatures of the Borrower and the Required Lenders or (ii) written evidence satisfactory to the Administrative Agent (which may include telecopy transmission of signed signature pages of this Agreement) that the Borrower and the Required Lenders have signed counterparts of this Agreement. (b) The Administrative Agent signature and incumbency certificates of the officers executing this Amendment, and (c) executed copies of this Amendment; (iii) all corporate and other proceedings required to be taken in connection with the transactions contemplated hereby shall have received a certificatebeen taken; and (iv) the Borrowers shall have paid to each Lender that shall have executed and delivered to the Agent by 5:00 p.m. (Los Angeles time) on August 9, dated 1996 signature pages to this Amendment, an amendment fee in an amount equal to (x) the Amendment Effective Date greater of (A) 0.10% and signed by (B) the President, a Vice President or a Financial Officer percentage applicable to any amendment fee that the holders of the BorrowerSenior Notes may be paid in connection with the amendments similar to those effected by this Amendment multiplied by (y) such Lender's Commitment. 2.2 The Borrowers agree to promptly pay to each Lender that shall have executed and delivered subsequent to 5:00 p.m. (Los Angeles time) on August 9, confirming compliance with 1996 and prior to 5:00 p.m. (Los Angeles time) on August 20, 1996 counterpart signature pages to this Amendment and the letter referred to in Section 7.02(a)(xi) -2- of the Amended Agreement (as amended by this Amendment) (the "Letter"), the amendment fee referred to in clause (iv) of Section 2.1 of this Amendment; provided however that if the Majority Lenders shall not have executed and delivered by 5:00 p.m. (Los Angeles time) on August 9, 1996, counterpart signature pages to this Amendment and the Letter or the conditions set forth in paragraphs (a) and (b) Section 2.1 of Section 4.02. (c) The Borrower shall be in Pro Forma Compliance and no Default this Amendment have not been satisfied or waived on or prior to August 9, 1996, the Borrowers shall have occurred and be continuing. (d) The Tritel Transactions shall have been consummated and the Administrative Agent shall have received (i) copies no obligation to pay any amendment fees pursuant to this Section 2.2. Failure of the executed documentation governing such transactions, each certified by the Secretary or Assistant Secretary Borrowers to comply with this provision shall constitute and Event of the Borrower as a true and correct copy and (ii) such other documents relating thereto reasonably requested by the Administrative Agent, its counsel or the Lenders. (e) All consents and approvals required to be obtained from any Governmental Authority or other Person in connection with the Tritel Transactions shall have been obtained. (f) The Administrative Agent shall have received an updated Perfection Certificate (giving effect to the Tritel Transactions and the AT&T Swap) dated the Amendment Effective Date and signed by an executive officer or Financial Officer of the Borrower, together with all documents and instruments including Uniform Commercial Code financing statements and amendments to financing statements, required by law or reasonably requested by the Administrative Agent to be filed, registered or recorded to create or perfect (or continue to perfect) the Liens intended to be created Default under the Security Amended Agreement. (a) shall become effective upon the date on which each of the conditions contained in paragraphs (a) and (c) of this Section 4.03 are satisfied (or waived in accordance with Section 9.02).

Amendment Effective Date. The amendments to and the restatement This Amendment shall become effective as of the Existing Credit Agreement provided for herein shall not become effective until date first written above (the date on which each “Amendment Effective Date”), upon the satisfaction of the following conditions is satisfied (or waived in accordance with Section 9.02):precedent: (a) The Administrative Agent (or its counsel) shall have received (i) counterparts of this Agreement that, when taken together, bear the signatures Agent’s receipt of the Borrower and following, each of which shall be originals, telecopies or other electronic copies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the Required Lenders or (ii) written evidence satisfactory to the Administrative Agent (which may include telecopy transmission of signed signature pages of this Agreement) that the Borrower and the Required Lenders have signed counterparts of this Agreement. (b) The Administrative Agent shall have received a certificateBorrower, if applicable, each dated the Amendment Effective Date (or, in the case of certificates of governmental officials, a recent date before the Amendment Effective Date and in the case of financial statements, the date or period of such financial statements) and each in form and substance reasonably satisfactory to the Administrative Agent: (i) executed counterparts of this Amendment, sufficient in number for distribution to the Administrative Agent, each Lender and Borrower; (ii) if so requested within three Business Days prior to the Amendment Effective Date, a Note executed by Borrower in favor of each requesting Lender; (iii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of Borrower as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Amendment and the other Loan Documents delivered pursuant to this § 3.1 to which Borrower is a party; (iv) such documents and certifications as the Administrative Agent may reasonably require to evidence that Borrower, General Partner and GP LLC are duly organized or formed, and that Borrower is validly existing and in good standing in its jurisdiction of organization, issued by the appropriate authorities of such jurisdiction; (v) favorable opinions of (A) ▇▇▇▇▇▇▇ ▇▇▇▇▇, Esq., General Counsel for Borrower and (B) Norton ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ US LLP, special Texas and New York counsel to Borrower, addressed to the Administrative Agent and each Lender; (vi) a certificate signed by the President, a Vice President or a Financial Responsible Officer of the Borrower, confirming compliance with Borrower certifying (A) that the conditions set forth specified in paragraphs (aSection 4.02(a) and (b) of Section 4.02the Credit Agreement have been satisfied, (B) that there has been no event or circumstance since December 31, 2015 that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect and (C) the current Debt Ratings; and (vii) such other assurances, certificates, documents, consents or opinions as the Administrative Agent may reasonably require. (b) All consents, licenses and approvals required in connection with the execution, delivery and performance by Borrower and the validity against Borrower of this Amendment and each of the other Loan Documents to which it is a party shall have been obtained and shall be in full force and effect. (c) The Borrower There shall not have occurred during the period from December 31, 2015 through and including the Amendment Effective Date any event or condition that has had or could reasonably be expected, either individually or in the aggregate, to have a Material Adverse Effect, and there shall be no actions, suits, investigations, proceedings, claims or disputes pending or, to the knowledge of Borrower, threatened in Pro Forma Compliance and no Default shall writing, at law, in equity, in arbitration or before any Governmental Authority, by or against Borrower or any of its Subsidiaries or against any of their properties or revenues that either individually or in the aggregate, could reasonably be expected to have occurred and be continuinga Material Adverse Effect. (d) The Tritel Transactions Any fees due the Lead Arranger, Administrative Agent or any Lender, including any arrangement fees, agency fees and upfront fees, and any expenses incurred by the Lead Arranger and Administrative Agent, in each case, as agreed in writing by Borrower, required to be paid on or before the Amendment Effective Date shall have been consummated paid. (e) Borrower shall have paid all reasonable fees, charges and disbursements of counsel to the Administrative Agent to the extent invoiced prior to the Amendment Effective Date. For purposes of determining compliance with the conditions specified in this §3.1, each Lender that has signed this Amendment shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received (i) copies notice from such Lender prior to the proposed Amendment Effective Date specifying its objection thereto and the Administrative Agent hereby agrees to promptly provide Borrower with a copy of the executed documentation governing any such transactions, each certified by the Secretary or Assistant Secretary of the Borrower as a true and correct copy and (ii) such other documents relating thereto reasonably requested notice received by the Administrative Agent, its counsel or the Lenders. (e) All consents and approvals required to be obtained from any Governmental Authority or other Person in connection with the Tritel Transactions shall have been obtained. (f) The Administrative Agent shall have received an updated Perfection Certificate (giving effect to the Tritel Transactions and the AT&T Swap) dated the Amendment Effective Date and signed by an executive officer or Financial Officer of the Borrower, together with all documents and instruments including Uniform Commercial Code financing statements and amendments to financing statements, required by law or reasonably requested by the Administrative Agent to be filed, registered or recorded to create or perfect (or continue to perfect) the Liens intended to be created under the Security Agreement. (a) shall become effective upon the date on which each of the conditions contained in paragraphs (a) and (c) of this Section 4.03 are satisfied (or waived in accordance with Section 9.02).

Amendment Effective Date. The amendments to This amendment and the restatement of the Existing Senior Secured Credit Agreement provided for herein shall not become effective until the date on which each of the following conditions is shall have been satisfied (or waived in accordance with Section 9.02): (a) [Intentionally omitted]. (b) The Administrative Agent (or its counsel) shall have received favorable written opinions (iaddressed to the Administrative Agent and the Lenders and dated the Amendment Effective Date) counterparts of (a) the general counsel of the Borrower and (b) ▇▇▇▇▇▇ & Bird LLP and other counsel for the Loan Parties, covering such other matters relating to the Borrower, this Agreement thator the Transactions as the Lenders shall reasonably request and otherwise in form and substance reasonably satisfactory to the Administrative Agent. (c) The Administrative Agent shall have received such documents and certificates as the Administrative Agent or its counsel may reasonably request relating to the organization, when taken together, bear the signatures existence and good standing of the Borrower and the Required Lenders Loan Parties, the authorization of the Transactions and any other legal matters relating to the Borrower, the Subsidiaries, this Agreement or (ii) written evidence the Transactions, all in form and substance reasonably satisfactory to the Administrative Agent and its counsel, it being agreed that a certificate from the Secretary or Assistant Secretary (which may include telecopy transmission or other individual performing similar functions) certifying that any certified copies of signed signature pages any articles or certificate of incorporation or formation, operating agreement, partnership agreement, bylaws or similar organizational documents delivered to the Administrative Agent with respect to the Subsidiary Loan Parties in connection with the closing of the Existing Senior Secured Credit Agreement have not been amended, supplemented or otherwise modified since the date of certification thereof shall satisfy the requirements of this Agreement) that the Borrower and the Required Lenders have signed counterparts of this Agreementclause (c). (bd) The Administrative Agent shall have received a certificate, dated the Amendment Effective Date and signed by the President, a Vice President or a Financial Officer of the Borrower, confirming compliance with the conditions set forth in paragraphs (a) and (b) of Section 4.02. (c) The Borrower shall be in Pro Forma Compliance and no Default shall have occurred and be continuing. (d) The Tritel Transactions shall have been consummated and the Administrative Agent shall have received (i) copies of the executed documentation governing such transactions, each certified by the Secretary or Assistant Secretary of the Borrower as a true and correct copy and (ii) such other documents relating thereto reasonably requested by the Administrative Agent, its counsel or the Lenders. (e) All consents and approvals required to be obtained from any Governmental Authority or other Person in connection with the Tritel Transactions shall have been obtained[Intentionally omitted]. (f) The Administrative Agent and each Lender shall have received an updated Perfection Certificate all fees and other amounts due and payable to it on or prior to the Amendment Effective Date, including to the extent invoiced, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunder. (g) [Intentionally omitted]. (h) [Intentionally omitted]. (i) The Lenders shall have received a detailed business plan of HealthSouth and its subsidiaries for the fiscal years 2012 through 2016. (j) The Administrative Agent and each Lender shall have received all such information as shall have been reasonably requested by it in order to enable it to comply with the requirements of the USA Patriot Act and any other “know your customer” or similar laws or regulations. (k) On the Amendment Effective Date, (i) after giving effect to the Tritel consummation of the Transactions and any rights of contribution, the AT&T SwapBorrower and its Restricted Subsidiaries, taken as a whole, shall be Solvent and the Loan Parties, taken as a whole, shall be Solvent and (ii) the Administrative Agent shall have received a solvency certificate from the Financial Officer of the Borrower and each Subsidiary Loan Party in form and substance satisfactory to the Administrative Agent, dated as of the Amendment Effective Date and signed by an executive officer or Financial Officer of addressed to the BorrowerAgents and the Lenders, together with all documents in each case in form, scope and instruments including Uniform Commercial Code financing statements and amendments substance satisfactory to financing statements, required by law or reasonably requested by the Administrative Agent to be filed, registered or recorded to create or perfect (or continue to perfect) the Liens intended to be created under the Security AgreementAgent. (al) The Borrower shall become effective upon have repaid in full the date on which each of Term Loans outstanding under the conditions contained Existing Senior Secured Credit Agreement plus any accrued and unpaid interest and fees thereon and any amounts required under Section 2.16. (m) The Borrower shall have repaid in paragraphs full the Revolving Loans outstanding under the Existing Senior Secured Credit Agreement plus any accrued and unpaid interest and fees thereon and any amounts required under Section 2.16. (an) and (c) of this Section 4.03 are satisfied (or waived The Administrative Agent shall have received a Borrowing Request in accordance with Section 9.022.03(b). The Administrative Agent shall notify the Borrower and the Lenders of the Amendment Effective Date, and such notice shall be conclusive and binding.

Amendment Effective Date. The amendments to and the restatement obligations of the Existing Lenders to make Loans, of the Tranche B LC Lenders to fund their Tranche B Deposits and of the Issuing Banks to issue Letters of Credit Agreement provided for herein hereunder shall not become effective until the date on which each of the following conditions is shall have been satisfied (or waived in accordance with Section 9.02): (a) The Administrative Agent (or its counsel) shall have received from each party hereto (including each Lender under the Existing Credit Agreement after giving effect to any assignment of loans and commitments under the Existing Credit Agreement on or prior to the Amendment Effective Date) either (i) counterparts a counterpart of this Agreement that, when taken together, bear the signatures signed on behalf of the Borrower and the Required Lenders such party or (ii) written evidence satisfactory to the Administrative Agent (which may include telecopy transmission of a signed signature pages page of this Agreement) that the Borrower and the Required Lenders have such party has signed counterparts a counterpart of this Agreement. (b) The Administrative Agent shall have received a favorable written opinion (addressed to the Administrative Agent and the Lenders and dated the Amendment Effective Date) of Skadden, Arps, Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇ LLP, counsel for the Borrower, substantially in the form of Exhibit E and covering such other matters relating to the Borrower, this Agreement or the Transactions as the Lenders shall reasonably request. The Borrower hereby requests such counsel to deliver such opinion. (c) The Administrative Agent shall have received such documents and certificates as the Administrative Agent or its counsel may reasonably request relating to the organization, existence and good standing of the Borrower, the authorization of the Transactions and any other legal matters relating to the Borrower, the Subsidiaries, this Agreement or the Transactions, all in form and substance reasonably satisfactory to the Administrative Agent and its counsel. (d) The Administrative Agent shall have received a certificate, dated the Amendment Effective Date and signed by the President, a Vice President or a Financial Officer of the Borrower, (i) confirming compliance with the conditions set forth in paragraphs (a), (b) and (bc) of Section 4.02. (c) The Borrower shall be in Pro Forma Compliance and no Default shall have occurred and be continuing. (d) The Tritel Transactions shall have been consummated and the Administrative Agent shall have received (i) copies of the executed documentation governing such transactions, each certified by the Secretary or Assistant Secretary of the Borrower as a true and correct copy 4.02 and (ii) such other documents relating thereto reasonably requested by certifying that the Administrative AgentAdjusted Consolidated EBITDA of the Borrower for the fiscal year ended December 31, its counsel or the Lenders2004, was not less than $615,000,000. (e) All consents interest, fees and approvals required other amounts accrued for the accounts of or owing to be obtained from any Governmental Authority the Administrative Agent, the Lenders or other Person in connection with the Tritel Transactions Issuing Bank under the Existing Credit Agreement as of the Amendment Effective Date, whether or not at the time due and payable under the terms of the Existing Credit Agreement, shall have been obtained(or shall simultaneously be) paid. (f) The Administrative Agent shall have received an updated all fees and other amounts due and payable to it on or prior to the Amendment Effective Date, including, to the extent invoiced, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunder. (g) The Collateral and Guarantee Requirement shall have been satisfied and the Administrative Agent shall have received a completed Perfection Certificate (giving effect to the Tritel Transactions and the AT&T Swap) dated the Amendment Effective Date and signed by an executive officer or Financial Officer on behalf of the BorrowerBorrower by a Financial Officer, together with all documents and instruments attachments contemplated thereby, including the results of a search of the Uniform Commercial Code (or equivalent) filings made with respect to the Borrower in the jurisdictions contemplated by the Perfection Certificate and copies of the financing statements (or similar documents) disclosed by such search and amendments evidence reasonably satisfactory to financing statements, required by law or reasonably requested by the Administrative Agent to be filed, registered or recorded to create or perfect that the Liens indicated by such financing statements (or continue to perfectsimilar documents) the Liens intended to be created under are permitted by Section 6.06 and the Security AgreementDocuments or have been released. (ah) The Administrative Agent shall have received evidence that the insurance required by Section 5.05 and the Security Documents is in effect. (i) All defaults that shall have occurred under agreements or instruments evidencing or governing Material Indebtedness shall have been cured or waived, and the Administrative Agent shall have received a certificate of a Financial Officer to such effect, together with such related information as it shall reasonably have requested. (j) The Lenders shall be satisfied with the status of all actions, suits, investigations and proceedings pending, threatened against or affecting the Borrower or any Subsidiary. The Administrative Agent shall notify the Borrower and the Lenders of the Amendment Effective Date, and such notice shall be conclusive and binding. Notwithstanding the foregoing, the obligations of the Lenders to make Loans and of the Issuing Banks to issue Letters of Credit hereunder shall not become effective upon the date on which unless each of the foregoing conditions contained in paragraphs (a) and (c) of this Section 4.03 are is satisfied (or waived in accordance with pursuant to Section 9.02) at or prior to 3:00 p.m., New York City time, on March 31, 2005 (and, in the event such conditions are not so satisfied or waived, the Commitments shall terminate at such time).

Amendment Effective Date. The amendments to and the restatement This Amendment shall become effective as of the Existing Credit Agreement provided for herein shall not become effective until date (the date “Amendment Effective Date”) on which each of the following conditions is have been satisfied (or waived in accordance with pursuant to Section 9.0210.1 of the Credit Agreement): (a) The Administrative Agent (or its counsel) shall have received (i) counterparts of this Agreement that, when taken together, bear the signatures of the Borrower and the Required Lenders or (ii) written evidence satisfactory to the Administrative Agent (which may include telecopy transmission of signed signature pages of this Agreement) that the Borrower and the Required Lenders have signed counterparts of this Agreement. (b) The Administrative Agent shall have received a certificatecounterparts to this Amendment, dated the Amendment Effective Date and signed duly executed by the President, a Vice President or a Financial Officer of the Borrower, confirming compliance with the conditions set forth in paragraphs (a) Administrative Agent, the Required Lenders and the Issuing Lender; (b) of Section 4.02.Amendment No. 1 to the Second Lien Credit Agreement among the Borrower, the several lenders from time to time parties thereto, Citizens Bank, N.A., as administrative agent and the other agents parties thereto shall have become effective and the Administrative Agent shall have received an executed copy thereof; (c) The Borrower shall have paid or caused to be paid all other fees and expenses required to be paid or reimbursed in Pro Forma Compliance connection with this Amendment on or prior to the date hereof; (d) The Administrative Agent shall have received, for the account of each Lender that provides its consent to the Amendment on or prior to the Amendment Effective Date, an amendment fee equal to 0.25% of the aggregate amount of Revolving Commitments and aggregate principal amount of Term Loans held by such approving Lender on the Amendment Effective Date. (e) (i) all of the representations and warranties made by any Loan Party in the Loan Documents shall be true and correct in all material respects and (ii) no Default or Event of Default shall have occurred and be continuing.continuing at the time of, or after giving effect to, this Amendment on the Amendment Effective Date; and (df) The Tritel Transactions shall have been consummated and the Administrative Agent shall have received (i) copies a duly executed officer’s certificate from the Borrower certifying as to the satisfaction of the executed documentation governing such transactions, each certified by the Secretary or Assistant Secretary of the Borrower as a true and correct copy and (ii) such other documents relating thereto reasonably requested by the Administrative Agent, its counsel or the Lenders. matters set forth in condition (e) All consents and approvals required to be obtained from any Governmental Authority or other Person in connection with the Tritel Transactions shall have been obtainedabove. (f) The Administrative Agent shall have received an updated Perfection Certificate (giving effect to the Tritel Transactions and the AT&T Swap) dated the Amendment Effective Date and signed by an executive officer or Financial Officer of the Borrower, together with all documents and instruments including Uniform Commercial Code financing statements and amendments to financing statements, required by law or reasonably requested by the Administrative Agent to be filed, registered or recorded to create or perfect (or continue to perfect) the Liens intended to be created under the Security Agreement. (a) shall become effective upon the date on which each of the conditions contained in paragraphs (a) and (c) of this Section 4.03 are satisfied (or waived in accordance with Section 9.02).

Amendment Effective Date. The amendments to and the restatement This Amendment shall become effective as of the Existing Credit Agreement provided for herein shall not become effective until date first written above (the date on which each “Amendment Effective Date”), upon the satisfaction of the following conditions is satisfied (or waived in accordance with Section 9.02):precedent (a) The Administrative Agent (or its counsel) shall have received (i) counterparts of this Agreement that, when taken together, bear the signatures Agent’s receipt of the Borrower following, each of which shall be originals, telecopies or other electronic copies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the Company, if applicable, each dated the Amendment Effective Date (or, in the case of certificates of governmental officials, a recent date before the Amendment Effective Date) and the Required Lenders or (ii) written evidence each in form and substance reasonably satisfactory to the Administrative Agent Agent: (which may include telecopy transmission of signed signature pages i) executed counterparts of this Amendment, sufficient in number for distribution to the Administrative Agent, each Lender and each Borrower; (ii) if so requested within three Business Days prior to the Amendment Effective Date, a Note executed by each Borrower in favor of each requesting Lender; (iii) a restated Security Agreement, duly executed by each Borrower, covering the Collateral of such Borrower, together with financing statements and Canadian personal property registration statements, that the Administrative Agent, in its reasonable opinion, may deem necessary to perfect the Liens created thereunder, covering the Collateral described therein, recent financing statement searches in the State of Texas that name the Company as debtor, recent personal property registration statement searches in British Columbia and Alberta that name PMCULC as debtor, and such other Collateral Documents as the Administrative Agent, in its reasonable opinion, may deem necessary to perfect the Liens created thereby; (iv) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Amendment and the other Loan Documents delivered pursuant to this §3.1 to which such Loan Party is a party; (v) such documents and certifications as the Administrative Agent may reasonably require to evidence that each Loan Party and General Partner is duly organized or formed, and that each Borrower is validly existing and in good standing in its jurisdiction of organization, issued by the appropriate authorities of such jurisdiction; (vi) favorable opinions of (A) ▇▇▇▇▇▇▇ ▇▇▇▇▇, Esq., General Counsel of the Company and PAA, (B) Fulbright & ▇▇▇▇▇▇▇▇ L.L.P., special Texas and New York counsel to each Borrower and PAA and (C) ▇▇▇▇▇▇▇ ▇▇▇▇▇ LLP, special Canadian counsel to PMCULC, addressed to the Administrative Agent and each Lender; (vii) (A) the audited consolidated balance sheet of PAA and its Subsidiaries for the fiscal year ended December 31, 2011, and the related consolidated statements of income or operations and cash flows for such fiscal year and partners’ capital of PAA and its Subsidiaries, including the notes thereto, and (B) the pro forma financial projections and forecasts of PAA and its Subsidiaries prepared by or at the direction of PAA and delivered by the Company to the Administrative Agent for the second half of the fiscal year ending December 31, 2012 and for the fiscal years ending December 31, 2013 and December 31, 2014; (viii) a certificate signed by a Responsible Officer of the Company certifying (A) that the Borrower conditions specified in Section 4.02(a), (b) and (d) of the Required Lenders Credit Agreement have signed counterparts been satisfied (and in the case of said Section 4.02(d), if no Request for Credit Extension is made on the Amendment Effective Date, then determined in respect to then Outstanding Amount of Obligations, if any, of each Borrower), (B) the projections and forecasts described in §3.1(a)(vii)(B) of this AgreementAmendment were prepared in good faith upon assumptions deemed reasonable by PAA at the time made, (C) that there has been no event or circumstance since December 31, 2011 that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect, (D) the current PAA Debt Rating, and (E) the Company’s true and correct U.S. taxpayer identification number and PMCULC’s true and correct Canadian corporate access number; and (ix) such other assurances, certificates, documents, consents or opinions as the Administrative Agent may reasonably require. (b) The Administrative Agent All consents, licenses and approvals required in connection with the execution, delivery and performance by each Loan Party and the validity against each Loan Party of this Amendment and each other Loan Document to which it is a party shall have received a certificate, dated the Amendment Effective Date been obtained and signed by the President, a Vice President or a Financial Officer of the Borrower, confirming compliance with the conditions set forth shall be in paragraphs (a) full force and (b) of Section 4.02effect. (c) The Borrower There shall not have occurred during the period from December 31, 2011 through and including the Amendment Effective Date any event or condition that has had or could reasonably be expected, either individually or in the aggregate, to have a Material Adverse Effect, and there shall be no actions, suits, investigations, proceedings, claims or disputes pending or, to the knowledge of the Company, threatened in Pro Forma Compliance and no Default shall writing, at law, in equity, in arbitration or before any Governmental Authority, by or against any Borrower or any of its Subsidiaries or against any of their properties or revenues that either individually or in the aggregate, could reasonably be expected to have occurred and be continuinga Material Adverse Effect. (d) The Tritel Transactions Any fees, including any arrangement fees, agency fees and upfront fees, and any expenses of the Arrangers and Administrative Agent, in each case, as agreed in writing by the Company, required to be paid on or before the Amendment Effective Date shall have been consummated paid. (e) The Company shall have paid all reasonable fees, charges and disbursements of counsel to the Administrative Agent to the extent timely invoiced prior to the Amendment Effective Date. For purposes of determining compliance with the conditions specified in this §3.1, each Lender that has signed this Amendment shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received (i) copies notice from such Lender prior to the proposed Amendment Effective Date specifying its objection thereto and the Administrative Agent hereby agrees to promptly provide the Company with a copy of the executed documentation governing any such transactions, each certified by the Secretary or Assistant Secretary of the Borrower as a true and correct copy and (ii) such other documents relating thereto reasonably requested notice received by the Administrative Agent, its counsel or the Lenders. (e) All consents and approvals required to be obtained from any Governmental Authority or other Person in connection with the Tritel Transactions shall have been obtained. (f) The Administrative Agent shall have received an updated Perfection Certificate (giving effect to the Tritel Transactions and the AT&T Swap) dated the Amendment Effective Date and signed by an executive officer or Financial Officer of the Borrower, together with all documents and instruments including Uniform Commercial Code financing statements and amendments to financing statements, required by law or reasonably requested by the Administrative Agent to be filed, registered or recorded to create or perfect (or continue to perfect) the Liens intended to be created under the Security Agreement. (a) shall become effective upon the date on which each of the conditions contained in paragraphs (a) and (c) of this Section 4.03 are satisfied (or waived in accordance with Section 9.02).

Amendment Effective Date. The amendments to This amendment and the restatement of the Existing Senior Secured Credit Agreement provided for herein shall not become effective until the date on which each of the following conditions is shall have been satisfied (or waived in accordance with Section 9.02): (a) The Administrative Agent (or its counsel) shall have received (i) counterparts of this Agreement thatexecuted by the Administrative Agent, when taken togetherthe Collateral Agent, bear the signatures Required Lenders, the Borrower and the Guarantors and (ii) Amendment Effective Date Lender Consents and commitments from Lenders and/or prospective Lenders representing 100% of the aggregate outstanding principal amount of the Amendment Effective Date Term Loans and 100% of the Revolving Commitments. (b) The Administrative Agent shall have received favorable written opinions (addressed to the Administrative Agent and the Lenders and dated the Amendment Effective Date) of (a) the general counsel of the Borrower and (b) ▇▇▇▇▇▇ & Bird LLP and other counsel for the Loan Parties, covering such other matters relating to the Borrower, this Agreement or the Transactions as the Lenders shall reasonably request and otherwise in form and substance reasonably satisfactory to the Administrative Agent. (c) The Administrative Agent shall have received such documents and certificates as the Administrative Agent or its counsel may reasonably request relating to the organization, existence and good standing of the Borrower and the Required Lenders Loan Parties, the authorization of the Transactions and any other legal matters relating to the Borrower, the Subsidiaries, this Agreement or (ii) written evidence the Transactions, all in form and substance reasonably satisfactory to the Administrative Agent and its counsel, it being agreed that a certificate from the Secretary or Assistant Secretary (which may include telecopy transmission or other individual performing similar functions) certifying that any certified copies of signed signature pages any articles or certificate of incorporation or formation, operating agreement, partnership agreement, bylaws or similar organizational documents delivered to the Administrative Agent with respect to the Subsidiary Loan Parties in connection with the closing of the Existing Senior Secured Credit Agreement have not been amended, supplemented or otherwise modified since the date of certification thereof shall satisfy the requirements of this Agreement) that the Borrower and the Required Lenders have signed counterparts of this Agreementclause (c). (bd) The Administrative Agent shall have received a certificate, dated the Amendment Effective Date and signed by the President, a Vice President or a Financial Officer of the Borrower, confirming compliance with the conditions set forth in paragraphs (a) and (b) of Section 4.02. (c) The Borrower shall be in Pro Forma Compliance and no Default shall have occurred and be continuing. (d) The Tritel Transactions shall have been consummated and the Administrative Agent shall have received (i) copies of the executed documentation governing such transactions, each certified by the Secretary or Assistant Secretary of the Borrower as a true and correct copy and (ii) such other documents relating thereto reasonably requested by the Administrative Agent, its counsel or the Lenders. (e) All consents and approvals required to be obtained from any Governmental Authority or other Person in connection with the Tritel Transactions shall have been obtained[Intentionally omitted]. (f) The Administrative Agent and each Lender shall have received an updated Perfection Certificate all fees and other amounts due and payable to it on or prior to the Amendment Effective Date, including to the extent invoiced, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunder. (g) [Intentionally omitted]. (h) [Intentionally omitted]. (i) [Intentionally omitted]. (j) The Administrative Agent and each Lender shall have received all such information as shall have been reasonably requested by it in order to enable it to comply with the requirements of the USA Patriot Act and any other “know your customer” or similar laws or regulations. (k) On the Amendment Effective Date, (i) after giving effect to the Tritel consummation of the Transactions and any rights of contribution, the AT&T SwapBorrower and its Restricted Subsidiaries, taken as a whole, shall be Solvent and the Loan Parties, taken as a whole, shall be Solvent and (ii) the Administrative Agent shall have received a solvency certificate from the Financial Officer of the Borrower and each Subsidiary Loan Party in form and substance satisfactory to the Administrative Agent, dated as of the Amendment Effective Date and signed by an executive officer or Financial Officer of addressed to the BorrowerAgents and the Lenders, together with all documents in each case in form, scope and instruments including Uniform Commercial Code financing statements and amendments substance satisfactory to financing statements, required by law or reasonably requested by the Administrative Agent to be filed, registered or recorded to create or perfect (or continue to perfect) the Liens intended to be created under the Security AgreementAgent. (al) [Intentionally omitted]. (m) [Intentionally omitted]. (n) The Administrative Agent shall become effective upon the date on which each of the conditions contained in paragraphs (a) and (c) of this Section 4.03 are satisfied (or waived have received a Borrowing Request in accordance with Section 9.022.03(b). The Administrative Agent shall notify the Borrower and the Lenders of the Amendment Effective Date, and such notice shall be conclusive and binding.

Amendment Effective Date. The amendments effectiveness of this Agreement on the Amendment Effective Date is subject to and the restatement of the Existing Credit Agreement provided for herein shall not become effective until the date on which each satisfaction (or waiver in accordance with Section 8.02) of the following conditions is satisfied (or waived in accordance with Section 9.02):precedent: (a) The Administrative Agent Lender (or its counsel) shall have received (i) counterparts of this Agreement that, when taken together, bear the signatures of the from each Borrower Party and the Required Lenders or (ii) written evidence satisfactory to the Administrative Agent (which may include telecopy transmission of signed signature pages of this Agreement) that the Borrower and the Required Lenders have signed Security Trustee executed counterparts of this Agreement. (b) The Administrative Agent Lender shall have received from each Borrower Party, the Security Trustees and the FRBNY executed counterparts of the Mortgage and all supplements thereto in a form sufficient to file with the FAA, the International Registry and any other Governmental Authority where filing or registration of the Mortgage and any supplements thereto is required under Requirements of Law of the United States to perfect the Security Trustee’s security interest in, and Lien on, the Pool Aircraft and all other Aircraft Assets (as determined by the Required Persons in their sole discretion). (c) The Lender shall have received a favorable written opinion (addressed to each Lender Party and the FRBNY and dated the Amendment Effective Date) of each of (i) ▇▇▇▇▇▇▇▇ Chance US LLP with respect to New York law, in-house counsel to the Parent Borrower with respect to California law and other matters, and A&L Goodbody with respect to Irish law, White & Case LLP with respect to French law and Zul ▇▇▇▇▇▇▇ & partners with respect to Malaysian law, each counsel for the Borrower Parties, substantially in the form of Exhibit ▇-▇▇, ▇-▇▇, ▇-▇▇, ▇-▇▇ and G-1E (as applicable) hereto as to such matters as any Lender Party or the FRBNY may request, including non-contravention of any indenture, agreement, mortgage, deed of trust or other instrument to which any Borrower Party is a party or by which it is bound or any of its properties are subject (including, but not limited to, any Lease), and (ii) Daugherty, Fowler, Peregrin, ▇▇▇▇▇▇ & ▇▇▇▇▇▇, A Professional Corporation, special FAA counsel to the Borrower Parties, substantially in the form of Exhibit G-2, and, in the case of each opinion required by this subsection, covering such other matters relating to the Borrower Parties, the Loan Documents, the Collateral or the transactions contemplated thereby as any Lender Party or the FRBNY shall reasonably request. The Borrower Parties requests such counsel to deliver such opinions. (d) The Lender shall have received a Deposit Account Control Agreement with respect to each Collection Account, in each case duly executed and delivered by the applicable Borrower Party, the Security Trustee and the applicable depositary bank. (e) The Security Trustee shall have received UCC Financing Statements from each Borrower Party, naming such Borrower Party as debtor, naming the Security Trustee (for the benefit of the Secured Parties) as secured party and describing the applicable Collateral (such UCC Financing Statements to be satisfactory to the Security Trustee). (f) The Lender shall have received such documents and certificates as the Required Persons or their respective counsel may reasonably request relating to the organization, existence and, if applicable, good standing of the Borrower Parties, the authorization of the transactions contemplated by the Loan Documents and any other legal matters relating to the Borrower Parties, the Loan Documents, the Collateral or the transactions contemplated hereby or thereby, all in form and substance satisfactory to the FRBNY and their counsel. (g) The Lender shall have received a certificate, dated the Amendment Effective Date and signed by the President, a Vice President or a Financial Officer of the Parent Borrower, confirming compliance with the conditions set forth in paragraphs clauses (am) and (bn) of this Section 4.024.01. (ch) The Borrowers shall have paid all fees and other amounts due and payable to the Lender Parties and the FRBNY on or before the Amendment Effective Date, including, to the extent invoiced in reasonable detail, all out-of-pocket expenses (including fees, charges and disbursements of counsel) required to be reimbursed or paid by the Borrower Parties under the Loan Documents. (i) The Security Trustee and the FRBNY shall have received the results of a recent Lien, tax and judgment search in each relevant jurisdiction, including without limitation the FAA registry and the International Registry with respect to each Borrower Party and the Collateral, revealing no Liens on any of the assets of any Borrower Party or the Collateral, other than Permitted Liens. (j) All consents and approvals required to be obtained by the Borrower Parties from any Governmental Authority or other Person in connection with the transactions contemplated by the Loan Documents shall have been obtained, and all applicable waiting periods and appeal periods shall have expired, in each case without the imposition of any burdensome condition. (k) The Lender shall have received evidence satisfactory to it and the FRBNY that each Borrower Party has delivered irrevocable instructions to each Applicable Obligor instructing it to pay all Collections in respect of any Lease in the future directly to a Collection Account. (l) The Lender shall have received a certificate from the Chief Financial Officer of the Parent Borrower, in form and substance satisfactory to it and the FRBNY, with respect to the Borrower Parties, taken as a whole, corresponding to the representations in Section 3.16. (m) The representations and warranties of the Borrower Parties contained in Article 3 of this Agreement and contained in each other Loan Document shall be true and correct on and as of the Amendment Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in Pro Forma Compliance which case they shall be true and correct as of such earlier date. (n) Immediately after giving effect to the Loan, no Default shall have occurred and be continuing. (do) The Tritel Transactions shall have been consummated and Each of the Administrative Agent Required Persons shall have received three Appraisals of each Pool Aircraft in form and substance satisfactory to it. Such Appraisals shall (i) copies of the executed documentation governing such transactions, each certified by the Secretary or Assistant Secretary of the Borrower as a true and correct copy and (ii) such other documents relating thereto reasonably requested by the Administrative Agent, its counsel or the Lenders. (e) All consents and approvals required to be obtained from any Governmental Authority or other Person in connection with the Tritel Transactions shall have been obtained. (f) The Administrative Agent shall have received an updated Perfection Certificate (giving effect conducted by a Qualified Appraiser prior to the Tritel Transactions and the AT&T Swap) dated the Amendment Effective Date and signed by an executive officer or Financial Officer (ii) show that the aggregate Appraised Value of all Pool Aircraft as of the Amendment Effective Date is sufficient to cause the Loan-to-Value Ratio to be less than or equal to 50%, after giving pro forma effect to the New Loan to be made on the Amendment Effective Date and the outstanding balance of the Loan. (p) Each of the Required Persons shall have received evidence satisfactory to it that each of the Pool Aircraft are Owned by a Borrower as of the Amendment Effective Date. (q) Each of the Required Persons shall have received evidence satisfactory to it that the Parent Borrower has received all waivers and/or amendments to its existing indentures, agreements, mortgage, deeds of trust and other instruments to which it is a party necessary to allow it to undertake the transactions contemplated by the Loan Documents. (r) The Lender Parties and the FRBNY shall have received from each Borrower Party such supplements to the Mortgage, charges, consents, control agreements, Irish Mortgages, UCC Financing Statements and amendments and other similar instruments, agreements, certificates, documents and opinions of counsel as the Lender Parties or the FRBNY may reasonably request, together with evidence to their satisfaction that all necessary actions have been taken, in order to grant (i) the First Lien Security Trustee, for the benefit of the FRBNY, a first-priority security interest in, and Lien on, the Collateral (other than Aircraft Assets relating to the Required Pool Aircraft and the Supplemental Pool Aircraft), which shall secure the First Lien Secured Obligations (as defined in the Mortgage), (ii) the Third Lien Security Trustee, for the benefit of the FRBNY, a third-priority security interest in, and Lien on, the Collateral (other than Aircraft Assets relating to the Required Pool Aircraft and the Supplemental Pool Aircraft), which shall secure the Third Lien Secured Obligations (as defined in the Mortgage) and (iii) the Fourth Lien Security Trustee, for the benefit of the FRBNY, a fourth-priority security interest in, and Lien on, the Collateral (other than Aircraft Assets relating to the Required Pool Aircraft and the Supplemental Pool Aircraft), which shall secure the Fourth Lien Secured Obligations (as defined in the Mortgage) provided that only the Express Perfection Requirements shall be required to be satisfied; provided, further, that, for the purposes of this clause (r), Required Cape Town Registrations with respect to assignments of International Interests in Leases that are not registered on the International Registry as of the Amendment Effective Date shall be made within one month of the Amendment Effective Date. (a) The First Lien Security Trustee, for the benefit of the FRBNY, shall have a first priority perfected security interest in the Collateral (other than Aircraft Assets relating to the Required Pool Aircraft and the Supplemental Pool Aircraft) (subject only to Permitted Liens) and (b) the Third Lien Security Trustee, for the benefit of the FRBNY, shall have a third priority perfected security interest in the Collateral (other than Aircraft Assets relating to the Required Pool Aircraft and the Supplemental Pool Aircraft) (subject only to Permitted Liens) (in each case, it being understood and agreed that, with respect to each Aircraft Asset, only the Express Perfection Requirements shall be required to be satisfied). (t) The Lender Parties and the FRBNY shall have received a report from Simat Helliesen & ▇▇▇▇▇▇▇, Inc. in form and substance satisfactory to the Required Persons opining as to such matters as the Required Persons may require. (u) The Lender shall have received copies of the Borrower Party Guarantee and the Charge Over Shares of the Irish Subsidiary Borrower, duly executed by each Borrower Party party thereto, together with all documents and instruments including Uniform Commercial Code financing statements and amendments to financing statements, required by law or reasonably requested by the Administrative Agent to be filed, registered or recorded to create or perfect (or continue to perfect) the Liens intended to be created under the Security Agreementdelivered thereunder. (av) The Lender shall become effective upon have received a signed original of a Note with respect to the date on which Loan, duly executed by each Borrower. (w) The Required Persons shall have received evidence, in form and substance satisfactory to them, that the requirements of Section 60 of the conditions contained in paragraphs Companies ▇▇▇ ▇▇▇▇ (a) and (cas amended) of this Section 4.03 are satisfied (or waived Ireland and the analogous provisions of any other relevant jurisdiction in accordance relation to financial assistance have been complied with Section 9.02)in full by the Irish Subsidiary Borrower and the Irish Initial Intermediate Lessee. Promptly after the Amendment Effective Date occurs, the Lender shall notify each Borrower Party, the Security Trustee, and the FRBNY thereof, and such notice shall be conclusive and binding.

Amendment Effective Date. The amendments Except as set forth in Section 4.01 with respect to and the restatement of the Existing Credit provisions specified therein, this Amended Agreement provided for herein shall not become effective until on the date on which each of when all the following conditions is shall have been satisfied (or waived in accordance with Section 9.02): (a) The Administrative Agent (or its counsel) shall have received (ifrom each party hereto either 1) counterparts a counterpart of this Agreement that, when taken together, bear the signatures signed on behalf of the Borrower and the Required Lenders such party or (ii2) written evidence reasonably satisfactory to the Administrative Agent (which may include telecopy transmission of a signed signature pages page of this Agreement) that the Borrower and the Required Lenders have such party has signed counterparts a counterpart of this Agreement. (b) The Administrative Agent shall have received a written opinion (addressed to the Administrative Agent, the Collateral Agent, the Issuing Banks and the Lenders and dated the Amendment Effective Date) of each of ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, Esq., General Counsel of the Borrower, ▇▇▇▇▇ ▇▇▇▇ LLP, special counsel for the Loan Parties and Willkinson ▇▇▇▇▇▇ ▇▇▇▇▇▇, LLP, special regulatory counsel for the Loan Parties, substantially in the forms of Exhibits ▇-▇, ▇-▇ and B-3, respectively, and covering such corporate, regulatory (including with respect to Governmental Authorizations) and other matters relating to the Wireline Companies, the Loan Documents or the Directories Transactions as the Required Lenders or the Lead Arranger shall reasonably request. The Borrower hereby requests each such counsel to deliver such opinions. (c) The Administrative Agent shall have received such documents and certificates as the Administrative Agent or its counsel may reasonably request relating to the organization, existence and good standing of each Loan Party, the authorization of execution, delivery and performance of the Amended Agreement and any other legal matters relating to the Wireline Companies, the Loan Documents or the Directories Transactions, all in form and substance reasonably satisfactory to the Administrative Agent and its counsel. (d) The Administrative Agent shall have received a certificate, dated the Amendment Effective Date and signed by the President, a Vice President or a Financial Officer of the Borrower, confirming compliance with the conditions set forth in paragraphs (a) and (b) of Section 4.02. (c) The Borrower shall be in Pro Forma Compliance and no Default shall have occurred and be continuing. (d) The Tritel Transactions shall have been consummated and the Administrative Agent shall have received (i) copies of the executed documentation governing such transactions, each certified by the Secretary or Assistant Secretary of the Borrower as a true and correct copy and (ii) such other documents relating thereto reasonably requested by the Administrative Agent, its counsel or the Lenders4.03. (e) All consents and approvals required to be obtained from any Governmental Authority or other Person in connection with the Tritel Transactions shall have been obtained. (f) The Administrative Agent shall have received an updated Perfection Certificate (giving effect all fees and other amounts due and payable by any Loan Party to any of the Lender Parties on or prior to the Tritel Transactions Amendment Effective Date, including, to the extent invoiced, reimbursement or payment of all out of pocket expenses required to be reimbursed or paid by any Loan Party under the Loan Documents. (f) The conditions set forth in Section 4.01 shall have been satisfied. (g) The Borrower shall have used all of the net cash proceeds from the Debt Offering to prepay Tranche B Term Loans. (h) All accrued interest on and other amounts (including amounts payable pursuant to Section 2.15 of the AT&T SwapExisting Credit Agreement) dated due in respect of the Tranche B Term Loans as of the Amendment Effective Date and signed by an executive officer or Financial Officer of the Borrower, together with all documents and instruments including Uniform Commercial Code financing statements and amendments to financing statements, required by law or reasonably requested by the Administrative Agent to be filed, registered or recorded to create or perfect (or continue to perfect) the Liens intended to be created under the Security Agreementshall have been paid. (ai) The Administrative Agent shall become effective upon have received a Notice of Borrowing with respect to the date Tranche B-1 Term Loans to be made on which each the Amendment Effective Date. (j) The Administrative Agent shall have received a notice of prepayment in respect of the conditions contained in paragraphs (a) and (c) of this Section 4.03 are satisfied (or waived Tranche B Term Loans in accordance with Section 9.02)2.10(f) of the Existing Credit Agreement. On the Amendment Effective Date, without further action by any of the parties thereto, the Existing Agreement will be automatically amended and restated to read as this Agreement reads. On and after the Amendment Effective Date, the rights and obligations of the parties hereto shall be governed by the provisions hereof. The rights and obligations of the parties with respect to the period before the Amendment Effective Date shall continue to be governed by the provisions thereof as in effect before the Amendment Effective Date.

Amendment Effective Date. The amendments to and the restatement This Amendment shall become effective as of the Existing Credit Agreement provided for herein shall not become effective until first date (the date “Amendment Effective Date”) on which each of the following conditions is satisfied (or waived in accordance with Section 9.02):shall have been satisfied: (a) The Administrative Agent (or its counsel) shall have received a counterpart signature page to this Amendment executed and delivered by each of (i) counterparts of this Agreement thateach Obligor, when taken together, bear the signatures of the Borrower and the Required Lenders or (ii) written evidence satisfactory to the Administrative Agent Agent, and (which may include telecopy transmission of signed signature pages of this Agreementiii) that the Borrower and the Required Lenders have signed counterparts of this Agreementeach Lender. (b) The Administrative representations and warranties set forth in Section 4 of this Amendment shall be true and correct in all respects on and as of the Amendment Effective Date, and the Agent shall have received a certificatecertificate (in form and substance reasonably acceptable to the Agent), dated as of the Amendment Effective Date and signed by the President, a Vice President or a Financial Responsible Officer of the BorrowerCompany, confirming certifying as to such representations and warranties, together with reasonably detailed calculations demonstrating compliance with the conditions set forth in paragraphs clause (a) and (bii) of Section 4.024(c). (c) The Borrower shall be in Pro Forma Compliance and no Default Agent shall have occurred received a written opinion, reasonably acceptable to the Agent in form and be continuingsubstance (addressed to the Agent and the Lenders and dated the Amendment Effective Date) from each of (i) Wachtell, Lipton, ▇▇▇▇▇ & ▇▇▇▇ LLP, counsel for the Obligors, and (ii) Potter ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, Delaware counsel for the Obligors. The Company hereby requests such counsel to deliver such opinions. (d) The Tritel Transactions shall have been consummated and the Administrative Agent shall have received (i) copies of the executed documentation governing such transactions, each certified by the Secretary or Assistant Secretary of the Borrower as a true and correct copy and (ii) such other documents relating thereto reasonably requested by the Administrative Agent, its counsel or the Lenders[Reserved]. (e) All consents and approvals required to be obtained from any Governmental Authority or other Person in connection with the Tritel Transactions The Agent shall have been obtainedreceived, with respect to each Obligor as of the Amendment Effective Date, each of the items set forth in Section 4.01(b) of the Credit Agreement, in each case as though (i) each reference therein to the “Closing Date” were a reference to the Amendment Effective Date, (ii) the reference therein to the “Transactions” were a reference to the transactions contemplated hereby and (iii) the references therein to “this Agreement” and “hereunder” were a reference to this Amendment. (f) The Administrative Company shall have paid: (i) to the Lead Arranger, for the account of each Lender, an upfront fee (the “Upfront Fee”) in an amount equal to 0.25% of the principal amount of Loans held by such Lender on the Amendment Effective Date immediately after giving effect to this Amendment and the transactions contemplated hereby, which Upfront Fee shall be fully earned and due and payable on the Amendment Effective Date; and (ii) all other fees and amounts due and payable pursuant to this Amendment and/or any letter agreements or fee letters by and between the Company and the Lead Arranger (collectively, the “Engagement Letter”), including, to the extent invoiced, reimbursement or payment of documented and reasonable out-of-pocket expenses in connection with this Amendment and any other out-of-pocket expenses of the Agent and the Lead Arranger required to be paid or reimbursed pursuant to this Amendment, the Credit Agreement or the Engagement Letter as of the Amendment Effective Date. (g) The Company and each of the Subsidiary Guarantors shall have provided the documentation and other information to the Agent that are required by regulatory authorities under applicable “know-your-customer” rules and regulations, including the Patriot Act, to the extent the Company shall have received an updated Perfection Certificate written requests therefor at least ten (giving effect 10) Business Days prior to the Tritel Transactions Amendment Effective Date. The Agent shall notify the Company and the AT&T Swap) dated Lenders of the Amendment Effective Date and signed by an executive officer or Financial Officer of the Borrower, together with all documents such notice shall be conclusive and instruments including Uniform Commercial Code financing statements and amendments to financing statements, required by law or reasonably requested by the Administrative Agent to be filed, registered or recorded to create or perfect (or continue to perfect) the Liens intended to be created under the Security Agreementbinding. (a) shall become effective upon the date on which each of the conditions contained in paragraphs (a) and (c) of this Section 4.03 are satisfied (or waived in accordance with Section 9.02).

Amendment Effective Date. The amendments to and the restatement This Amendment shall become effective as of the Existing Credit Agreement provided for herein shall not become effective until date first written above (the date on which each “Amendment Effective Date”), upon the satisfaction of the following conditions is satisfied (or waived in accordance with Section 9.02):precedent: (a) The Administrative Agent (or its counsel) shall have received (i) counterparts of this Agreement that, when taken together, bear the signatures Agent’s receipt of the Borrower following, each of which shall be originals, telecopies or other electronic copies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party, if applicable, each dated the Amendment Effective Date (or, in the case of certificates of governmental officials, a recent date before the Amendment Effective Date and in the Required Lenders case of financial statements, the date or (iiperiod of such financial statements) written evidence and each in form and substance reasonably satisfactory to the Administrative Agent Agent: (which may include telecopy transmission of signed signature pages of this Agreementi) that the Borrower and the Required Lenders have signed executed counterparts of this AgreementAmendment, sufficient in number for distribution to the Administrative Agent, each Lender, each Borrower and PAA; (ii) such other assurances, certificates, documents, consents or opinions as the Administrative Agent may reasonably require. (b) The Any fees due Administrative Agent shall have received a certificateor any Lender, dated including any arrangement fees, agency fees and upfront fees, and any expenses incurred by Administrative Agent, in each case, as agreed in writing by the Company, required to be paid on or before the Amendment Effective Date and signed by the President, a Vice President or a Financial Officer of the Borrower, confirming compliance with the conditions set forth in paragraphs (a) and (b) of Section 4.02shall have been paid. (c) The Borrower Company shall have paid all reasonable fees, charges and disbursements of counsel to the Administrative Agent to the extent invoiced prior to the Amendment Effective Date. For purposes of determining compliance with the conditions specified in this § 3.1, each Lender that has signed this Amendment shall be in Pro Forma Compliance and no Default shall deemed to have occurred and consented to, approved or accepted or to be continuing. (d) The Tritel Transactions shall have been consummated and satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received (i) copies notice from such Lender prior to the proposed Amendment Effective Date specifying its objection thereto and the Administrative Agent hereby agrees to promptly provide the Company with a copy of the executed documentation governing any such transactions, each certified by the Secretary or Assistant Secretary of the Borrower as a true and correct copy and (ii) such other documents relating thereto reasonably requested notice received by the Administrative Agent, its counsel or the Lenders. (e) All consents and approvals required to be obtained from any Governmental Authority or other Person in connection with the Tritel Transactions shall have been obtained. (f) The Administrative Agent shall have received an updated Perfection Certificate (giving effect to the Tritel Transactions and the AT&T Swap) dated the Amendment Effective Date and signed by an executive officer or Financial Officer of the Borrower, together with all documents and instruments including Uniform Commercial Code financing statements and amendments to financing statements, required by law or reasonably requested by the Administrative Agent to be filed, registered or recorded to create or perfect (or continue to perfect) the Liens intended to be created under the Security Agreement. (a) shall become effective upon the date on which each of the conditions contained in paragraphs (a) and (c) of this Section 4.03 are satisfied (or waived in accordance with Section 9.02).

Amendment Effective Date. The amendments to and the restatement This Amendment shall become effective as of the Existing Credit Agreement provided for herein shall not become effective until the date on which each of the following conditions is satisfied (or waived in accordance with Section 9.02):first written above, when and only when (a) The Administrative Agent (or its counsel) shall have received (i) counterparts of this Agreement that, when taken together, bear the signatures of the Borrower and the Required Lenders or (ii) written evidence satisfactory to the Administrative Agent (which may include telecopy transmission of signed signature pages of this Agreement) that the Borrower and the Required Lenders have signed counterparts of this Agreement. (b) The Administrative Agent shall have received received, at Administrative Agent's office (A) a certificate, dated the counterpart of this Amendment Effective Date executed and signed delivered by the President, a Vice President or a Financial Officer of the US Borrower, confirming compliance with Term Borrower, Canadian Revolver Borrower, Plains MLP, All American and Majority Lenders which are parties to the Original Agreement, and consented to by each Guarantor, (B) a contemporaneous amendment to the Marketing Credit Agreement, amending (I) certain restrictions on the incurrence of Indebtedness by Restricted Persons so as to permit the Term-B Loans, (II) certain financial covenants on the same terms and conditions set forth in paragraphs (a) herein, and (bIII) various other provisions therein consistent with the amendments set forth herein, in form and substance acceptable to Administrative Agent, executed and delivered by such Persons so as to make such amendment effective; (A) In consideration hereof, US Borrower shall have paid to Administrative Agent for the account of each Lender, other than Term-B Lenders, executing and delivering this Amendment an amendment fee in immediately available funds equal to one-twentieth of one percent (0.05%) of each such Lender's Commitment; provided, with respect to any such Lender's US Commitment, such fee shall be based upon the US Commitment as reduced pursuant to Section 4.02.2.8 hereof, and (B) US Borrower shall have paid all other fees required to be paid to Administrative Agent or any Lender pursuant to any Loan Documents, including fees and expenses of Thompson & Knight LLP, counsel to Administrative Agent; and (ciii) The Borrower shall be in Pro Forma Compliance and no Default shall have occurred and be continuing. (d) The Tritel Transactions shall have been consummated and the Administrative Agent shall have additionally received (i) copies all of the executed documentation governing such transactionsfollowing documents, each certified document (unless otherwise indicated) being dated the date of receipt thereof by the Secretary or Assistant Secretary of the Borrower as a true and correct copy and (ii) such other documents relating thereto reasonably requested by the Administrative Agent, its counsel or the Lenders. (e) All consents duly authorized, executed and approvals required delivered, and in form and substance satisfactory to be obtained from any Governmental Authority or other Person in connection with the Tritel Transactions shall have been obtained. (f) The Administrative Agent shall have received an updated Perfection Certificate (giving effect to the Tritel Transactions and the AT&T Swap) dated the Amendment Effective Date and signed by an executive officer or Financial Officer of the Borrower, together with all documents and instruments including Uniform Commercial Code financing statements and amendments to financing statements, required by law or reasonably requested by the Administrative Agent to be filed, registered or recorded to create or perfect (or continue to perfect) the Liens intended to be created under the Security Agreement. (a) shall become effective upon the date on which each of the conditions contained in paragraphs (a) and (c) of this Section 4.03 are satisfied (or waived in accordance with Section 9.02).Agent:

Amendment Effective Date. The amendments to and the restatement This Refinancing Amendment shall become effective as of the Existing Credit Agreement provided for herein shall not become effective until first date (the date “Amendment Effective Date”) on which each of the following conditions is satisfied (or waived in accordance with Section 9.02):shall have been satisfied: (a) The Administrative Agent (or its counsel) shall have received (i) counterparts a counterpart signature page of this Agreement that, when taken together, bear the signatures Refinancing Amendment duly executed by each of the Borrower Loan Parties and the Administrative Agent and (ii) a Lender Addendum or a counterpart to this Refinancing Amendment, as applicable, executed and delivered by each 2018 Term B Lender and by the Required Lenders or (iias determined after giving effect to the 2018 Term Loan B Loans and the refinancing of the Existing Term B Loans contemplated hereby). (b) written evidence The representations and warranties set forth in Section 4 of this Refinancing Amendment shall be true and correct in all respects on and as of the Amendment Effective Date, and the Administrative Agent shall have received a certificate (in form and substance reasonably acceptable to the Administrative Agent), dated as of the Amendment Effective Date and signed by a Responsible Officer of the Lead Borrower, certifying as to such representations and warranties. (c) The Administrative Agent shall have received an opinion from each of ▇▇▇▇▇ ▇▇▇▇▇ LLP, U.S. counsel to the Loan Parties and in-house corporate counsel of Parent, in each case, in form and substance reasonably satisfactory to the Administrative Agent (which may include telecopy transmission of signed signature pages of this Agreement) that the Borrower and the Required Lenders have signed counterparts of this AgreementAgent. (bd) The Administrative Agent shall have received a certificate, dated the Amendment Effective Date and signed by the President, a Vice President or a Financial Officer Committed Loan Notice in respect of the Borrower, confirming compliance with the conditions set forth in paragraphs (a) and (b) of Section 4.022018 Term B Loans. (ce) The Borrower shall be in Pro Forma Compliance and no Default shall have occurred and be continuing. (d) The Tritel Transactions shall have been consummated and the Administrative Agent shall have received (ia notice of mandatory prepayment of Term Loans pursuant to Section 2.05(b)(v) copies of the executed documentation governing such transactions, each certified by the Secretary or Assistant Secretary of the Borrower as a true and correct copy and (ii) such other documents relating thereto reasonably requested by the Administrative Agent, its counsel or the Lenders. (e) All consents and approvals required to be obtained from any Governmental Authority or other Person in connection with the Tritel Transactions shall have been obtainedCredit Agreement. (f) The Administrative Agent shall have received an updated Perfection Certificate a certificate signed by a Responsible Officer of the Lead Borrower designating the 2018 Term B Loans as Refinancing Term Loans. (giving effect g) The Administrative Agent shall have received such documents and certificates as the Administrative Agent or its counsel may reasonably request relating to the Tritel Transactions organization, existence and good standing of each Loan Party, the authorization of execution, delivery and performance of this Refinancing Amendment, the performance of the Credit Agreement and each other applicable Loan Document, all in form and substance reasonably satisfactory to the Administrative Agent and its counsel. (h) The Borrowers shall have paid all fees and amounts due and payable pursuant to this Refinancing Amendment and/or any letter agreements or fee letters by and between the Borrowers and the AT&T SwapLead Arrangers (collectively, “Engagement Letters”), including, to the extent evidenced by a written invoice, reimbursement or payment of documented and reasonable out-of-pocket expenses in connection with this Refinancing Amendment and any other out-of-pocket expenses of the Administrative Agent and the Lead Arrangers required to be paid or reimbursed pursuant to the Credit Agreement or the Engagement Letters. (i) dated The Administrative Agent and the Lead Arrangers shall have received at least one (1) Business Day prior to the Amendment Effective Date all documentation and other information about the Borrowers and the Guarantors as has been reasonably requested in writing at least three (3) Business Days prior to the Amendment Effective Date by the Administrative Agent and the Lead Arrangers that they reasonably determine is required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the USA PATRIOT Act. (j) The prepayment of (A) the Existing Term B Loans of the Non-Continuing Term B Lenders and (B) the Non-Allocated Term Loans of the Continuing Term B Lenders, in each case, shall have been consummated or, substantially concurrently with the incurrence (or continuation) of the 2018 Term B Loans, shall be consummated, in each case with all accrued and unpaid interest on, and premiums and fees related to, the Existing Term B Loans to, but not including, the Amendment Effective Date. The Administrative Agent shall notify the Borrowers and the 2018 Term B Lenders of the Amendment Effective Date and signed by an executive officer or Financial Officer of the Borrower, together with all documents such notice shall be conclusive and instruments including Uniform Commercial Code financing statements and amendments to financing statements, required by law or reasonably requested by the Administrative Agent to be filed, registered or recorded to create or perfect (or continue to perfect) the Liens intended to be created under the Security Agreementbinding. (a) shall become effective upon the date on which each of the conditions contained in paragraphs (a) and (c) of this Section 4.03 are satisfied (or waived in accordance with Section 9.02).

Amendment Effective Date. The amendments to and the restatement This Amendment shall become effective as of the Existing Credit Agreement provided for herein shall not become effective until first date (such date, the date “Fifth Amendment Effective Date”) on which each of the following conditions is satisfied (or waived in accordance with Section 9.02):shall have been satisfied: (a) The the Administrative Agent (or its counsel) shall have received a counterpart signature page of this Amendment duly executed by (i) counterparts the Parent Borrower and (ii) the Consenting Lenders constituting the Required Revolving Lenders (in each case, including by way of this Agreement that, when taken together, bear the signatures Electronic Signatures (as defined below)); (b) each of the representations and warranties made by any Loan Party in or pursuant to the Loan Documents shall be true and correct in all material respects (or in all respects if qualified by materiality) on and as of the Fifth Amendment Effective Date, immediately prior to and immediately after giving effect to this Amendment and the transactions contemplated hereby), as if made on and as of such date, except to the extent expressly made as of an earlier date, in which case such representations and warranties shall have been so true and correct as of such earlier date; (c) all fees (including, for the avoidance of doubt, the consent fee separately agreed in writing between the Parent Borrower and the Required Lenders or (iiConsenting Lenders) written evidence satisfactory required to be paid by the Parent Borrower in connection with this Amendment to the Administrative Agent (which may include telecopy transmission of signed signature pages of this Agreement) that the Borrower and the Required Consenting Lenders shall have signed counterparts of this Agreement.been paid substantially simultaneously with the Fifth Amendment Effective Date; and (bd) The Administrative Agent shall have received a certificate, dated the Amendment Effective Date and signed by the President, a Vice President no Default or a Financial Officer Event of the Borrower, confirming compliance with the conditions set forth in paragraphs (a) and (b) of Section 4.02. (c) The Borrower shall be in Pro Forma Compliance and no Default shall have occurred and be continuing. (d) The Tritel Transactions shall continuing on the Fifth Amendment Effective Date or after giving effect to this Amendment and the Amended Credit Agreement. For purposes of determining whether the conditions specified in this ‎Section 3 have been consummated and satisfied, the Administrative Agent and each Consenting Lender that has executed this Amendment shall be deemed to have received (i) copies of the executed documentation governing such transactionsconsented to, approved or accepted, or to be satisfied with, each certified by the Secretary document or Assistant Secretary of the Borrower as a true and correct copy and (ii) such other documents relating thereto reasonably requested by the Administrative Agent, its counsel or the Lenders. (e) All consents and approvals matter required hereunder to be obtained from any Governmental Authority consented to or other Person in connection with the Tritel Transactions shall have been obtained. (f) The Administrative Agent shall have received an updated Perfection Certificate (giving effect approved by or acceptable or satisfactory to the Tritel Transactions and the AT&T Swap) dated the Amendment Effective Date and signed by an executive officer or Financial Officer of the Borrower, together with all documents and instruments including Uniform Commercial Code financing statements and amendments to financing statements, required by law or reasonably requested by the Administrative Agent to be filedor such Consenting Lender, registered or recorded to create or perfect (or continue to perfect) as the Liens intended to be created under the Security Agreement. (a) shall become effective upon the date on which each case may be, as of the conditions contained in paragraphs (a) and (c) of this Section 4.03 are satisfied (or waived in accordance with Section 9.02)Fifth Amendment Effective Date.

Amendment Effective Date. The amendments to and the restatement of the Existing Credit Agreement provided for herein This Amendment shall not become effective until on the date (the "AMENDMENT EFFECTIVE DATE") on which each of the following conditions is satisfied (or waived in accordance with Section 9.02):are satisfied: (a) The Administrative Agent (or its counsel) shall have received (i) counterparts of this Agreement that, when taken together, bear the signatures of the Borrower and the Required Lenders or (ii) written evidence satisfactory to the Administrative Agent (which may include telecopy transmission of signed signature pages of this Agreement) that the Borrower and the Required Lenders have signed counterparts of this Agreement. (b) The Administrative Agent shall have received a certificate, dated the Amendment Effective Date and signed by the President, a Vice President or a Financial Officer of the Borrower, confirming compliance with the conditions set forth in paragraphs (a) and (b) of Section 4.02. (c) The Borrower shall be in Pro Forma Compliance and no Default shall have occurred and be continuing. (d) The Tritel Transactions shall have been consummated and the Administrative Agent shall have received (i) copies of the this Amendment, executed documentation governing such transactions, each certified by the Secretary or Assistant Secretary of the Borrower as a true and correct copy and (ii) such other documents relating thereto reasonably requested delivered by the Administrative Agent, its counsel or the LendersBorrower and the Required ESD Banks (it being understood that any amendment contained herein which requires consent of each Existing Bank shall be enforceable against such Existing Bank upon delivery of this Amendment by the Administrative Agent, the Borrower and the Existing Bank), (ii) the L/C Agreement, executed and delivered by the Administrative Agent, the Borrower and the banks parties thereto, (iii) the Guarantee and Collateral Agreement, executed and delivered by the Borrower and each Subsidiary Guarantor, (iv) an Acknowledgement and Consent in the form attached to the Guarantee and Collateral Agreement, executed and delivered by each Issuer (as defined therein), if any, that is not a Credit Party and (v) the Collateral Sharing Agreement, executed and delivered by the Collateral Agent and the Borrower. (eii) All consents governmental and third party approvals required to be obtained from any Governmental Authority or other Person necessary in connection with the Tritel Transactions shall have been obtainedobtained and be in full force and effect. (fiii) The Banks and the Administrative Agent shall have received all fees required to be paid, and all expenses for which invoices have been presented (including the reasonable fees and expenses of legal counsel), on or before the Amendment Effective Date. (iv) Administrative Agent shall have received a certificate of each Credit Party, dated the Amendment Effective Date, substantially in the form of Exhibit D, with appropriate insertions and attachments. (v) The Administrative Agent shall have received an updated Perfection Certificate (giving effect the following executed legal opinions: i. the legal opinion of Sidley Austin LLP, counsel to the Tritel Borrower, substantially in the form of Exhibit E-1; and ii. the legal opinion of in-house counsel to the Borrower, substantially in the form of Exhibit E-2. Each such legal opinion shall cover such other matters incident to the Transactions as the Administrative Agent may reasonably require. (vi) To the extent not already held by the Collateral Agent, the Collateral Agent shall have received, to the extent required by the Guarantee and Collateral Agreement, the AT&T Swap) dated certificates representing the shares of Capital Stock pledged pursuant to the Guarantee and Collateral Agreement, together with an undated stock power for each such certificate executed in blank by a duly authorized officer of the pledgor thereof; PROVIDED, that no such certificates shall be required to be delivered on the Amendment Effective Date and signed by an executive officer or Financial Officer Date. If the closing of the BorrowerAlcatel Merger shall not occur by or before March 31, together with all documents and instruments 2007, then the Borrower shall be required to satisfy the requirements of this clause (vi) by or before April 30, 2007. (vii) Each document (including any Uniform Commercial Code financing statements and amendments to financing statements, statement) required by the Guarantee and Collateral Agreement or under law or reasonably requested by the Administrative Agent to be filed, registered or recorded in order to create in favor of the Collateral Agent, for the benefit of the Secured Parties, a perfected Lien on the Collateral described therein, prior and superior in right to any other Person (other than with respect to Liens expressly permitted by Section 6.02 of the External Sharing Debt Agreement), shall be in proper form for filing, registration or perfect recordation; PROVIDED, that any additional filing with the U.S. Patent Office shall not be required to filed, registered or recorded on the Amendment Effective Date. If the closing of the Alcatel Merger shall not occur by or before March 31, 2007, then the Borrower shall be required to satisfy the requirements of this clause (vii) with respect to any additional filing with the U.S. Patent Office by or continue to perfect) the Liens intended to be created under the Security Agreementbefore April 30, 2007. (aviii) The Collateral Agent shall become effective upon have received insurance certificates satisfying the date on which each requirements of Section 5.2 of the conditions contained in paragraphs (a) Guarantee and (c) of this Section 4.03 are satisfied (or waived in accordance with Section 9.02)Collateral Agreement.

Amendment Effective Date. The amendments to This Refinancing and the restatement Incremental Amendment shall become effective as of the Existing Credit Agreement provided for herein shall not become effective until first date (the date “Amendment Effective Date”) on which each of the following conditions is satisfied (or waived in accordance with Section 9.02):shall have been satisfied: (a) The Administrative Agent (or its counsel) shall have received (i) counterparts a counterpart signature page of this Agreement that, when taken together, bear the signatures Refinancing and Incremental Amendment duly executed by each of the Borrower and the Required Lenders or Administrative Agent and (ii) written evidence a Lender Addendum or a counterpart to this Refinancing Amendment, as applicable, executed and delivered by each New Tranche B-6 Term Lender. (b) The conditions set forth in Sections 4.03(a) and (b) of the Credit Agreement shall be satisfied on and as of the Amendment Effective Date, and the Administrative Agent shall have received a certificate (in form and substance reasonably acceptable to the Administrative Agent), dated as of the Amendment Effective Date and signed by a Responsible Officer of the Borrower, to such effect. (c) The representations and warranties set forth in Section 4(c) of this Refinancing and Incremental Amendment shall be true and correct in all respects on and as of the Amendment Effective Date, and the Administrative Agent shall have received a certificate (in form and substance reasonably acceptable to the Administrative Agent), dated as of the Amendment Effective Date and signed by a Financial Officer of the Borrower, certifying as to such representations and warranties, together with reasonably detailed calculations demonstrating compliance with clauses (ii) and (iii) of such Section 4(c). (d) The Administrative Agent shall have received the favorable legal opinions of (i) Freshfields Bruckhaus ▇▇▇▇▇▇▇▇ US LLP, New York counsel to the Loan Parties, and (ii) ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, Esq., general counsel of the Borrower, in each case addressed to the Lenders, the Administrative Agent, the Collateral Agent and each Issuing Bank and dated the Amendment Effective Date, which opinions shall be in form and substance reasonably satisfactory to the Administrative Agent (which may include telecopy transmission of signed signature pages of this Agreement) that the Agent. The Borrower and the Required Lenders have signed counterparts of this Agreementhereby requests such counsel to deliver such opinions. (be) The Administrative Agent shall have received a certificate, dated the Amendment Effective Date and signed by the President, a Vice President or a Financial Officer Borrowing Request in respect of the BorrowerNew Tranche B-6 Term Loans, confirming which shall be in compliance with the conditions notice requirements set forth in paragraphs (a) and (b) of Section 4.02. (c) The Borrower shall be in Pro Forma Compliance and no Default shall have occurred and be continuing. (d) The Tritel Transactions shall have been consummated and the Administrative Agent shall have received (i) copies 2.03 of the executed documentation governing such transactions, each certified by the Secretary or Assistant Secretary of the Borrower Credit Agreement as a true and correct copy and (ii) such other documents relating thereto reasonably requested by the Administrative Agent, its counsel or the Lenders. (e) All consents and approvals required to be obtained from any Governmental Authority or other Person in connection with the Tritel Transactions shall have been obtainedamended hereby. (f) The Administrative Agent shall have received an updated Perfection Certificate (giving effect such documents and certificates as the Administrative Agent or its counsel may reasonably request relating to the Tritel Transactions organization, existence and good standing of each Loan Party, the authorization of execution, delivery and performance of this Refinancing and Incremental Amendment, the performance of the Credit Agreement and each other applicable Loan Document and any other legal matters relating to the Wireline Companies or the Loan Documents, all in form and substance reasonably satisfactory to the Administrative Agent and its counsel. (g) Each Loan Party not a party hereto shall have entered into a reaffirmation agreement in form and substance reasonably satisfactory to the Administrative Agent. (h) The Borrower shall have paid all fees and amounts due and payable pursuant to this Refinancing and Incremental Amendment and/or any letter agreements or fee letters by and between the Borrower and the AT&T SwapLead Arranger (collectively, “Engagement Letter”), including, to the extent invoiced, reimbursement or payment of documented and reasonable out-of-pocket expenses in connection with this Refinancing and Incremental Amendment and any other out-of-pocket expenses of the Administrative Agent and the Lead Arranger required to be paid or reimbursed pursuant to the Credit Agreement or the Engagement Letter; provided that it is understood and agreed that the Additional Tranche B-6 Lenders may net the fees and expenses described in this paragraph from the proceeds of the Additional New Tranche B-6 Term Loans prior to providing such proceeds to the Administrative Agent for distribution to the Borrower. (i) dated The New Tranche B-6 Term Lenders shall have received, no later than three Business Days prior to the Amendment Effective Date Date, all documentation and signed by an executive officer or Financial Officer of other information about the Borrower, together with all documents Borrower and instruments including Uniform Commercial Code financing statements and amendments to financing statements, required by law or the Guarantors as has been reasonably requested by the Administrative Agent to be filedor any New Tranche B-6 Term Lender that such Person reasonably determines is required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, registered or recorded to create or perfect (or continue to perfect) including without limitation the Liens intended to be created under Act, that has been reasonably requested at least five Business Days in advance of the Security AgreementAmendment Effective Date. (aj) shall become effective upon The prepayment of (A) the date on which each Existing Tranche B-6 Term Loans of the conditions contained in paragraphs (a) Non-Continuing Tranche B-6 Lenders and (cB) the Non-Allocated Term Loans of the Continuing Tranche B-6 Lenders, in each case, shall have been consummated or, substantially concurrently with the incurrence (or continuation) of this Section 4.03 are satisfied (or waived in accordance with Section 9.02)the New Tranche B-6 Term Loans, shall be consummated. The Administrative Agent shall notify the Borrower and the New Tranche B-6 Term Lenders of the Amendment Effective Date and such notice shall be conclusive and binding.

Amendment Effective Date. The amendments to and the restatement This Refinancing Amendment shall become effective as of the Existing Credit Agreement provided for herein shall not become effective until first date (such date, the date “Amendment Effective Date”) on which each of the following conditions is satisfied (or waived in accordance with Section 9.02):shall have been satisfied: (a) The the Administrative Agent (or its counsel) shall have received (i) counterparts a counterpart signature page of this Agreement that, when taken together, bear the signatures Refinancing Amendment duly executed by each of the Borrower and the Required Lenders or each other Loan Party and (ii) written evidence satisfactory Lender Addenda and counterparts to this Refinancing Amendment, as applicable, executed and delivered by each Tranche B-3 Lender; (b) the representations and warranties in Section 4 above shall be true and correct; (c) The Borrowers shall have prepaid (or to have been deemed to have prepaid after giving effect to the Tranche B-3 Loans) all outstanding Tranche B-2 Loans on the Amendment Effective Date by paying the principal amount to be prepaid together with interest accrued thereon to the date of such prepayment. The Borrowers will pay to the Tranche B-2 Lenders any funding losses incurred pursuant to Section 2.13 of the Credit Agreement; provided, however that notwithstanding anything herein or in the Credit Agreement to the contrary, each Borrower and each Lender party hereto agrees that any amounts payable to any Continuing Term Lender pursuant to Section 2.13 of the Credit Agreement are hereby waived. (d) The Administrative Agent shall have received: (i) a certificate of the secretary or assistant secretary of each Loan Party dated the Amendment Effective Date, certifying (A) that attached thereto is a true and complete copy of each Organizational Document of such Loan Party certified (to the extent applicable) as of a recent date by the Secretary of State of the state of its organization, (B) that attached thereto is a true and complete copy of resolutions duly adopted by the Board of Directors of such Loan Party authorizing the execution, delivery and performance of the Loan Documents to which such person is a party and, in the case of Borrowers, the borrowings contemplated hereby, and that such resolutions have not been modified, rescinded or amended and are in full force and effect and (C) as to the incumbency and specimen signature of each officer executing any Loan Document or any other document delivered in connection herewith on behalf of such Loan Party (together with a certificate of another officer as to the incumbency and specimen signature of the secretary or assistant secretary executing the certificate in this clause (i)); (ii) a certificate as to the good standing of each Loan Party (in so-called “long-form” if available) as of a recent date, from such Secretary of State (or other applicable Governmental Authority); and (iii) such other documents as the Administrative Agent (which may include telecopy transmission of signed signature pages of this Agreement) that the Borrower and the Required Lenders have signed counterparts of this Agreementreasonably request. (be) The Administrative Agent shall have received a certificate, dated the Amendment Effective Date and signed by the President, a Vice President or a Financial Responsible Officer of the BorrowerHoldings, confirming compliance with the conditions precedent set forth in paragraphs (aSections 5(b) and (b) of Section 4.02. (c) The Borrower shall be in Pro Forma Compliance and no Default shall have occurred and be continuing. (d) The Tritel Transactions shall have been consummated and the Administrative Agent shall have received (i) copies of the executed documentation governing such transactions, each certified by the Secretary or Assistant Secretary of the Borrower as a true and correct copy and (ii) such other documents relating thereto reasonably requested by the Administrative Agent, its counsel or the Lenders. (e) All consents and approvals required to be obtained from any Governmental Authority or other Person in connection with the Tritel Transactions shall have been obtainedk). (f) The Administrative Agent shall have received an updated Perfection Certificate a favorable written opinion of (giving effect i) ▇▇▇▇▇▇ LLP, special counsel for the Loan Parties, and (ii) ▇▇▇▇▇▇ and ▇▇▇▇▇▇, British Virgin Islands counsel to the Tritel Transactions and Loan Parties, in a form reasonably satisfactory to the AT&T SwapAdministrative Agent. (g) The Administrative Agent shall have received a solvency certificate in the form of Exhibit K to the Credit Agreement, dated the Amendment Effective Date and signed by an executive the chief financial officer of Holdings. (h) The Arrangers and Administrative Agent shall have received all fees and other amounts due and payable on or Financial Officer prior to the Amendment Effective Date, including, to the extent invoiced, reimbursement or payment of all out-of-pocket expenses (including the legal fees and expenses of ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP), and the fees and expenses of any local counsel, foreign counsel, appraisers, consultants and other advisors required to be reimbursed or paid by Borrowers hereunder or under any other Loan Document. (i) The Tranche B-3 Lenders shall have received, sufficiently in advance of the BorrowerAmendment Effective Date, together with all documents documentation and instruments including Uniform Commercial Code financing statements and amendments to financing statements, other information that may be required by law or reasonably requested by the Administrative Agent Tranche B-3 Lenders in order to be filedenable compliance with applicable “know your customer” and anti-money laundering rules and regulations, registered or recorded to create or perfect (or continue to perfect) including the Liens intended to be created under Patriot Act, including the Security information described in Section 10.13 of the Credit Agreement. (aj) The Administrative Agent shall become effective upon the date on which each have received a Borrowing Request as required by Section 2.03 of the Credit Agreement with respect to the Credit Extensions to be made on the Amendment Effective Date by the Tranche B-3 Lenders. (k) The conditions contained set forth in paragraphs (aSections 4.02(b) and (cthrough 4.02(d) of this Section 4.03 are the Credit Agreement shall be satisfied on and as of the Amendment Effective Date with respect to the Credit Extensions to be made on the Amendment Effective Date by the Tranche B-3 Lenders. (or waived in accordance with Section 9.02l) The Borrowers shall have paid all fees due and payable on the Amendment Effective Date pursuant to the Engagement Letter dated as of March 24, 2013 by and among Holdings and ▇.▇. ▇▇▇▇▇▇ Securities LLC (as the same may be amended from time to time, the “Engagement Letter”), and all expenses due and payable pursuant to the Engagement Letter to the extent invoiced not less than one Business Day prior to the Amendment Effective Date. The Administrative Agent shall notify the Borrowers and the Lenders of the Amendment Effective Date and such notice shall be conclusive and binding.

Amendment Effective Date. The amendments to This amendment and the restatement of the Existing Senior Secured Credit Agreement provided for herein shall not become effective until the date on which each of the following conditions is shall have been satisfied (or waived in accordance with Section 9.02): (a) [Intentionally omitted] (b) The Administrative Agent (or its counsel) shall have received favorable written opinions (iaddressed to the Administrative Agent and the Lenders and dated the Amendment Effective Date) counterparts of (a) the general counsel of the Borrower and (b) A▇▇▇▇▇ & Bird LLP and other counsel for the Loan Parties, covering such other matters relating to the Borrower, this Agreement thator the Transactions as the Lenders shall reasonably request and otherwise in form and substance reasonably satisfactory to the Administrative Agent. (c) The Administrative Agent shall have received such documents and certificates as the Administrative Agent or its counsel may reasonably request relating to the organization, when taken together, bear the signatures existence and good standing of the Borrower and the Required Lenders Loan Parties, the authorization of the Transactions and any other legal matters relating to the Borrower, the Subsidiaries, this Agreement or (ii) written evidence the Transactions, all in form and substance reasonably satisfactory to the Administrative Agent (which may include telecopy transmission of signed signature pages of this Agreement) that the Borrower and the Required Lenders have signed counterparts of this Agreementits counsel. (bd) The Administrative Agent shall have received a certificate, dated the Amendment Effective Date and signed by the President, a Vice President or a Financial Officer of the Borrower, confirming compliance with the conditions set forth in paragraphs (a) and (b) of Section 4.02. (c) The Borrower shall be in Pro Forma Compliance and no Default shall have occurred and be continuing. (d) The Tritel Transactions shall have been consummated and the Administrative Agent shall have received (i) copies of the executed documentation governing such transactions, each certified by the Secretary or Assistant Secretary of the Borrower as a true and correct copy and (ii) such other documents relating thereto reasonably requested by the Administrative Agent, its counsel or the Lenders. (e) All consents and approvals required to be obtained from any Governmental Authority or other Person in connection with the Tritel Transactions shall have been obtained[Intentionally omitted]. (f) The Administrative Agent and each Lender shall have received an updated Perfection Certificate all fees and other amounts due and payable to it on or prior to the Amendment Effective Date, including, to the extent invoiced, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunder. (g) [Intentionally omitted]. (h) [Intentionally omitted]. (i) The Lenders shall have received a detailed business plan of HealthSouth and its subsidiaries for the fiscal years 2011 through 2015 (including, without limitation, quarterly projections for the first four fiscal quarters ending after the Effective Date). (j) The Administrative Agent and each Lender shall have received all such information as shall have been reasonably requested by it in order to enable it to comply with the requirements of the USA Patriot Act and any other “know your customer” or similar laws or regulations. (k) On the Amendment Effective Date, (i) after giving effect to the Tritel consummation of the Transactions and any rights of contribution, the AT&T SwapBorrower and its Restricted Subsidiaries, taken as a whole, shall be Solvent and the Loan Parties, taken as a whole, shall be Solvent and (ii) the Administrative Agent shall have received a solvency certificate from the Financial Officer of the Borrower and each Subsidiary Loan Party in form and substance satisfactory to the Administrative Agent, dated as of the Amendment Effective Date and signed by an executive officer or Financial Officer addressed to the Agents and the Lenders, in each case in form, scope and substance satisfactory to the Administrative Agent. The Administrative Agent shall notify the Borrower and the Lenders of the BorrowerAmendment Effective Date, together with all documents and instruments including Uniform Commercial Code financing statements such notice shall be conclusive and amendments to financing statements, required by law or reasonably requested by the Administrative Agent to be filed, registered or recorded to create or perfect (or continue to perfect) the Liens intended to be created under the Security Agreementbinding. (a) shall become effective upon the date on which each of the conditions contained in paragraphs (a) and (c) of this Section 4.03 are satisfied (or waived in accordance with Section 9.02).

Amendment Effective Date. The amendments to This amendment and the restatement of the Existing Senior Secured Credit Agreement provided for herein shall not become effective until the date on which each of the following conditions is shall have been satisfied (or waived in accordance with Section 9.02): (a) The Administrative Agent (or its counsel) shall have received (i) counterparts of this Agreement thatand the Collateral and Guarantee Agreement, when taken togetherin each case, bear executed by the signatures Administrative Agent, the Collateral Agent, the Required Lenders, the Borrower and the Guarantors, (ii) Amendment Effective Date Lender Consents and commitments from Lenders and/or prospective Lenders representing 100% of the aggregate outstanding principal amount of the Amendment Effective Date Term Loans and 100% of the Revolving Commitments, and (iii) the Perfection Certificate dated as of the Amendment Effective Date and executed by the Borrower. (b) The Administrative Agent shall have received customary written opinions (addressed to the Administrative Agent and the Lenders and dated the Amendment Effective Date) of (a) the general counsel of the Borrower and (b) ▇▇▇▇ ▇▇▇▇▇ LLP and other counsel for the Loan Parties, covering such other customary matters relating to the Borrower, this Agreement or the Transactions as the Lenders shall reasonably request and otherwise in form and substance reasonably satisfactory to the Administrative Agent. (c) The Administrative Agent shall have received such documents and certificates as the Administrative Agent or its counsel may reasonably request relating to the organization, existence and good standing of the Borrower and the Required Lenders Loan Parties and the authorization of the Transactions relating to the Borrower, the Subsidiaries, this Agreement or (ii) written evidence the Transactions, all in form and substance reasonably satisfactory to the Administrative Agent and its counsel, it being agreed that a certificate from the Secretary or Assistant Secretary (which may include telecopy transmission or other individual performing similar functions) certifying that any certified copies of signed signature pages any articles or certificate of incorporation or formation, operating agreement, partnership agreement, bylaws or similar organizational documents delivered to the Administrative Agent with respect to the Subsidiary Loan Parties in connection with the closing of the Existing Senior Secured Credit Agreement have not been amended, supplemented or otherwise modified since the date of certification thereof shall satisfy the requirements of this Agreement) that the Borrower and the Required Lenders have signed counterparts of this Agreementclause (c). (bd) The Administrative Agent shall have received a certificate, dated the Amendment Effective Date and signed by the President, a Vice President or a Financial Officer of the Borrower, confirming compliance with the conditions set forth in paragraphs (a) and (b) of Section 4.02. (c) The Borrower shall be in Pro Forma Compliance and no Default shall have occurred and be continuing. (d) The Tritel Transactions shall have been consummated and the Administrative Agent shall have received (i) copies of the executed documentation governing such transactions, each certified by the Secretary or Assistant Secretary of the Borrower as a true and correct copy and (ii) such other documents relating thereto reasonably requested by the Administrative Agent, its counsel or the Lenders. (e) All consents and approvals required to be obtained from any Governmental Authority or other Person in connection with the Tritel Transactions shall have been obtained[Intentionally omitted]. (f) The Administrative Agent and each Lender shall have received an updated Perfection Certificate (giving effect all fees and other amounts due and payable to the Tritel Transactions and the AT&T Swap) dated it on or prior to the Amendment Effective Date and signed to the extent invoiced, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by an executive officer the Borrower hereunder. (g) [Intentionally omitted]. (h) [Intentionally omitted]. (i) [Intentionally omitted]. (j) The Administrative Agent and each Lender shall have received at least three (3) Business Days prior to the Closing Date (or such shorter period as the Administrative Agent may agree) (i) all such documentation and other information as shall have been reasonably requested by it in order to enable it to comply with the requirements of the USA Patriot Act and any other “know your customer” or similar laws or regulations and (ii) a Beneficial Ownership Certification. (k) On the Amendment Effective Date, (i) after giving effect to the consummation of the Transactions and any rights of contribution, the Borrower and its Restricted Subsidiaries, taken as a whole, shall be Solvent and the Loan Parties, taken as a whole, shall be Solvent and (ii) the Administrative Agent shall have received a solvency certificate from the Financial Officer of the Borrower, together with all documents Borrower in form and instruments including Uniform Commercial Code financing statements and amendments substance satisfactory to financing statements, required by law or reasonably requested by the Administrative Agent Agent, dated as of the Amendment Effective Date and addressed to be filedthe Agents and the Lenders, registered or recorded in each case in form, scope and substance satisfactory to create or perfect (or continue to perfect) the Liens intended to be created under the Security AgreementAdministrative Agent. (al) [Intentionally omitted]. (m) [Intentionally omitted]. (n) The Administrative Agent shall become effective upon the date on which each of the conditions contained in paragraphs (a) and (c) of this Section 4.03 are satisfied (or waived have received a Borrowing Request in accordance with Section 9.022.03(b). The Administrative Agent shall notify the Borrower and the Lenders of the Amendment Effective Date, and such notice shall be conclusive and binding.

Amendment Effective Date. The amendments to and the restatement This Amendment shall become effective as of the Existing Credit Agreement provided for herein shall not become effective until first date (the date “Amendment Effective Date”) on which each of the following conditions is satisfied (or waived in accordance with Section 9.02):shall have been satisfied: (a) The Administrative Agent (or its counsel) shall have received (i) counterparts a counterpart signature page of this Agreement that, when taken together, bear the signatures of the Borrower Amendment duly executed by each Loan Party and the Required Lenders or Administrative Agent, (ii) written evidence a counterpart signature page to this Amendment executed and delivered by each Additional Term Lender or Consenting Lender, as applicable and (iii) a counterpart signature page to this Amendment executed and delivered by each Revolving Lender and each Issuing Bank. (b) The representations and warranties set forth in Sections 4(b) and (c) of this Amendment shall be true and correct in all respects on and as of the Amendment Effective Date, and the Administrative Agent shall have received a certificate (in form and substance reasonably acceptable to the Administrative Agent), dated as of the Amendment Effective Date and signed by a Responsible Officer of the U.S. Opco Borrower, certifying as to such representations and warranties. (c) The Administrative Agent shall have received the favorable legal opinions of (i) ▇▇▇▇▇▇, ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, counsel to the Loan Parties, and (ii) ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP, Idaho counsel to the Loan Parties, in each case addressed to the Lenders, the Administrative Agent, the Collateral Agent and each Issuing Bank and dated the Amendment Effective Date, which opinions shall be in form and substance reasonably satisfactory to the Administrative Agent (which may include telecopy transmission of signed signature pages of this Agreement) that the Agent. The U.S. Opco Borrower and the Required Lenders have signed counterparts of this Agreementhereby requests such counsel to deliver such opinions. (bd) The Administrative Agent shall have received a certificate, dated the Amendment Effective Date and signed by the President, a Vice President or a Financial Officer Committed Loan Notice in respect of the BorrowerAdditional Term Loans, confirming which shall be in compliance with the conditions notice requirements set forth in paragraphs (a) and (bSection 2.02(1) of Section 4.02. (c) The Borrower shall be in Pro Forma Compliance and no Default shall have occurred and be continuing. (d) The Tritel Transactions shall have been consummated and the Administrative Agent shall have received (i) copies of the executed documentation governing such transactions, each certified by the Secretary or Assistant Secretary of the Borrower as a true and correct copy and (ii) such other documents relating thereto reasonably requested by the Administrative Agent, its counsel or the LendersAmended Credit Agreement. (e) All consents and approvals required to be obtained from any Governmental Authority or other Person in connection with the Tritel Transactions shall have been obtained. (f) The Administrative Agent shall have received certificates of good standing from the secretary of state of the state of organization of each Loan Party (to the extent such concept exists in such jurisdiction), customary certificates of resolutions or other action, incumbency certificates or other certificates of Responsible Officers of each Loan Party certifying true and complete copies of the Organizational Documents attached thereto and evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Amendment. (f) The U.S. Opco Borrower shall have paid: (i) to the Administrative Agent, for the account of each Consenting Lender, an updated Perfection Certificate amendment fee (the “Amendment Fee”) in an amount equal to 0.125% of the principal amount of the Existing Term Loans of such Consenting Lender outstanding on the Amendment Effective Date immediately before giving effect to this Amendment, which Amendment Fee shall be fully earned and due and payable on the Tritel Transactions Amendment Effective Date; and (ii) all fees and other amounts due and payable pursuant to this Amendment and/or any letter agreements or fee letters by and between Holdings, the U.S. Opco Borrower and the AT&T SwapLead Arranger (collectively, the “Engagement Letter”), including, to the extent invoiced, reimbursement or payment of documented and reasonable out-of-pocket expenses in connection with this Amendment and any other out-of-pocket expenses of the Administrative Agent and the Lead Arranger required to be paid or reimbursed pursuant to the Credit Agreement or the Engagement Letter; provided that it is understood and agreed that the Additional Term Lenders may net the fees and expenses described in this paragraph (f) dated from the proceeds of the Additional Term Loans prior to providing such proceeds to the Administrative Agent for distribution to the U.S. Opco Borrower. (g) The Administrative Agent shall have received at least two (2) Business Days prior to the Closing Date all documentation and other information in respect of the Borrowers and the Guarantors required under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act, that has been reasonably requested in writing by it at least ten (10) Business Days prior to the Amendment Effective Date. The Administrative Agent shall notify the U.S. Opco Borrower, the Existing Term Lenders and the Additional Term Lenders of the Amendment Effective Date and signed by an executive officer or Financial Officer of the Borrower, together with all documents such notice shall be conclusive and instruments including Uniform Commercial Code financing statements and amendments to financing statements, required by law or reasonably requested by the Administrative Agent to be filed, registered or recorded to create or perfect (or continue to perfect) the Liens intended to be created under the Security Agreementbinding. (a) shall become effective upon the date on which each of the conditions contained in paragraphs (a) and (c) of this Section 4.03 are satisfied (or waived in accordance with Section 9.02).