Common use of Conditions Precedent to the Effectiveness of this Amendment Clause in Contracts

Conditions Precedent to the Effectiveness of this Amendment. The effectiveness of this Amendment (and the Consent contained within this Amendment) is subject to the fulfillment, to the reasonable satisfaction of each Agent (or a written waiver by such Agent) of each of the following conditions: (a) Each Agent shall have received this Amendment, duly executed by the parties hereto, and the same shall be in full force and effect; (b) U.S. Agent shall have received, in immediately available funds, the Third Amendment Fee referred to in Section 9(b) hereof; (c) Each Agent shall have received the reaffirmation and consent of each Guarantor attached hereto as Exhibit A, duly executed and delivered by an authorized official of each Guarantor; (d) Each Agent shall have received an amendment to the Fee Letter, duly executed by the parties to the Fee Letter, and the same shall be in full force and effect; (e) Each Agent shall have received the Intercompany Note Subordination Agreement, duly executed by the parties thereto, and the same shall be in full force and effect; (f) Each Agent shall have received amendments to the Senior Term Loan Credit Agreement, duly executed by the parties to the Senior Term Loan Credit Agreement, and the same shall be in full force and effect; (g) Each Agent shall have received the joinder documents and supplements that are required to be executed by ▇▇▇▇▇▇▇ Holdco, CLDH and BBCC pursuant to the terms of the Loan Documents, which in each case shall be in form and substance reasonably satisfactory to the Agents; (h) Each Agent shall have received the Senior Secured Note Intercreditor Agreement, and the same shall be in full force and effect; (i) Each Agent shall have received copies of the Senior Secured Note Documents, certified as true and correct copies thereof by an Authorized Person of the Borrowers; (j) The transactions contemplated by the Senior Secured Note Documents shall have been consummated and a portion of the proceeds of Senior Secured Notes shall have been used in respect of the Designated Subordinated Indebtedness Prepayment and the Designated Term Loan Prepayment; (k) After giving effect to this Amendment, the representations and warranties herein and in the Credit Agreement and the other Loan Documents shall be true and correct in all material respects on and as of the date hereof, as though made on such date (except to the extent that such representations and warranties relate solely to an earlier date); (l) No injunction, writ, restraining order, or other order of any nature prohibiting, directly or indirectly, the consummation of the transactions contemplated herein shall have been issued and remain in force by any Governmental Authority against any Borrower, any Guarantor, any Agent, or any Lender; and (m) After giving effect to this Amendment, no Default or Event of Default shall have occurred and be continuing or shall result from the consummation of the transactions contemplated herein.

Conditions Precedent to the Effectiveness of this Amendment. The effectiveness of this Amendment (and the Consent contained within this Amendment) is subject to the fulfillment, to the reasonable satisfaction of each Agent (or a written waiver by such Agent) of each of the following conditions: (a) Each Agent shall have received, in immediately available funds, the First Amendment Fee referred to in Section 9(b) hereof; (b) Agent shall have received this Amendment, duly executed by the parties hereto, and the same shall be in full force and effect; (b) U.S. Agent shall have received, in immediately available funds, the Third Amendment Fee referred to in Section 9(b) hereof; (c) Each Agent shall have received the reaffirmation and consent of each Guarantor attached hereto as Exhibit A, duly executed and delivered by an authorized official of each Guarantor; (d) Each Agent shall have received an amendment to the Fee Letter, duly executed by the parties to the Fee Letter, and the same shall be in full force and effect; (e) Each Agent shall have received the Intercompany Note Subordination Agreement, duly executed by the parties thereto, and the same shall be in full force and effect; (f) Each Agent shall have received amendments to the Senior Term Loan Revolving Credit Agreement, duly executed by the parties to the Senior Term Loan Revolving Credit Agreement, and the same shall be in full force and effect; (g) Each Agent shall have received the joinder documents and supplements that are required to be executed by ▇▇▇▇▇▇▇ Holdco, CLDH CLDH, and BBCC pursuant to the terms of the Loan Documents, which in each case shall be in form and substance reasonably satisfactory to the AgentsAgent; (h) Each Agent shall have received the Senior Secured Note Intercreditor Agreement, and the same shall be in full force and effect; (i) Each Agent shall have received copies of the Senior Secured Note Documents, certified as true and correct copies thereof by an Authorized Person of the BorrowersBorrower; (j) The transactions contemplated by the Senior Secured Note Documents shall have been consummated and a portion of the proceeds of Senior Secured Notes shall have been used in respect of the Designated Subordinated Indebtedness Prepayment and the Designated Term Loan Prepayment; (k) Agent shall have received a payoff letter in respect of the Designated Term Loan Prepayment, duly executed by the parties thereto, and the same shall be in full force and effect; (l) After giving effect to this Amendment, the representations and warranties herein and in the Credit Agreement and the other Loan Documents shall be true and correct in all material respects on and as of the date hereof, as though made on such date (except to the extent that such representations and warranties relate solely to an earlier date); (lm) No injunction, writ, restraining order, or other order of any nature prohibiting, directly or indirectly, the consummation of the transactions contemplated herein shall have been issued and remain in force by any Governmental Authority against any Borrower, any Guarantor, any Agent, or any Lender; and (mn) After giving effect to this Amendment, no Default or Event of Default shall have occurred and be continuing or shall result from the consummation of the transactions contemplated herein.

Conditions Precedent to the Effectiveness of this Amendment. The effectiveness This Amendment shall become effective as of this Amendment (and the Consent contained within this Amendment) is subject to the fulfillment, to the reasonable satisfaction of each Agent (or a written waiver by such Agent) of date on which each of the following conditions:conditions precedent shall have been satisfied (the date of satisfaction of such conditions being referred to herein as the “Third Amendment Effective Date”): (a) Each the Administrative Agent shall have received this Amendment, duly executed by each of the parties heretoBorrower, the Guarantors and the same shall be in full force and effectLenders; (b) U.S. the Administrative Agent shall have receivedreceived a Reaffirmation and Confirmation Agreement, in immediately available fundsduly executed by each of the Borrower, the Third Amendment Fee referred to in Section 9(b) hereofGuarantors and the Administrative Agent; (c) Each Agent shall have received the reaffirmation and consent of each Guarantor attached hereto as Exhibit A, duly executed and delivered by an authorized official of each Guarantor; (d) Each Agent shall have received an amendment to the Fee Letter, duly executed by the parties to the Fee Letter, and the same shall be in full force and effect; (e) Each Agent shall have received the Intercompany Note Subordination Agreement, duly executed by the parties thereto, and the same shall be in full force and effect; (f) Each Agent shall have received amendments to the Senior Term Loan Credit Agreement, duly executed by the parties to the Senior Term Loan Credit Agreement, and the same shall be in full force and effect; (g) Each Agent shall have received the joinder documents and supplements that are required to be executed by ▇▇▇▇▇▇▇ Holdco, CLDH and BBCC pursuant to the terms of the Loan Documents, which in each case shall be in form and substance reasonably satisfactory to the Agents; (h) Each Agent shall have received the Senior Secured Note Intercreditor Agreement, and the same shall be in full force and effect; (i) Each Agent shall have received copies of the Senior Secured Note Documents, certified as true and correct copies thereof by an Authorized Person of the Borrowers; (j) The transactions contemplated by the Senior Secured Note Documents shall have been consummated and a portion of the proceeds of Senior Secured Notes shall have been used in respect of the Designated Subordinated Indebtedness Prepayment and the Designated Term Loan Prepayment; (k) After giving effect to this Amendment, the representations and warranties herein and set forth in Article III of the Credit Agreement are and the other Loan Documents shall will be true and correct in all material respects on and as of the date hereofThird Amendment Effective Date, to the same extent as though made on and as of such date (date, except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall be true and correct in all material respects as of such earlier date); (ld) No injunction, writ, restraining order, or other order of any nature prohibiting, directly or indirectly, the consummation as of the transactions contemplated herein shall have been issued and remain in force by any Governmental Authority against any Borrower, any Guarantor, any Agent, or any Lender; and (m) After giving effect to this AmendmentThird Amendment Effective Date, no Event of Default or Event of Default shall have occurred and be continuing continuing; (e) the Borrower shall have paid all fees and expenses payable to the Lenders and the Administrative Agent hereunder or under any other Loan Document, including as set forth in Section 5 hereof; (f) the Borrower shall result from the consummation of have obtained all material consents necessary or advisable in connection with the transactions contemplated hereinby this Amendment; and (g) The Administrative Agent shall have received, on behalf of itself, the Collateral Agent, the Lenders and each Issuing Bank on the Closing Date, a favorable written opinion of ▇▇▇▇▇▇, ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, special New York counsel for the Loan Parties, and of ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇, LLP, special Oklahoma counsel for the Loan Parties.

Conditions Precedent to the Effectiveness of this Amendment. The effectiveness of the provisions of Section 2 of this Amendment (is conditioned upon, and the Consent contained within this Amendment) is subject to the fulfillmentsuch provisions shall not be effective until, to the reasonable satisfaction of each Agent (or a written waiver by such Agent) of each of the following conditions:conditions (the first date on which all of the following conditions have been satisfied being referred to herein as the “Amendment Effective Date”): (a) Each Agent shall have received this Amendment, duly executed by the parties hereto, and the same shall be in full force and effect; (b) U.S. The Administrative Agent shall have received, in immediately available fundson behalf of the Lenders, the Third Amendment Fee referred to in Section 9(b) hereof; (c) Each Agent shall have received the reaffirmation and consent of each Guarantor attached hereto as Exhibit Athis Amendment, duly executed and delivered by the Borrowers, the Administrative Agent, all of the Lenders and the Guarantors. (b) The Administrative Agent shall have received, on behalf of the Lenders: (i) an authorized official amendment to each Real Property Security Document in form and substance satisfactory to the Administrative Agent and (ii) such endorsements as the Administrative Agent may require in connection with each existing title policy (or in lieu of such endorsements, an agreement from the title company to issue such endorsements promptly after the Amendment Effective Date). (c) The Administrative Agent shall have received a certificate of the Secretary or an Assistant Secretary of each Borrower and Guarantor, dated as of the Amendment Effective Date, certifying (A) that attached thereto are true and correct copies of resolutions duly adopted by the board of directors of such Borrower or Guarantor and continuing in effect, which authorize the execution, delivery and performance by such Borrower or Guarantor of this Amendment and the Amended Credit Agreement (as defined below) and the consummation of the transactions contemplated hereby and thereby and (B) the incumbency, signatures and authority of the officers of such Borrower or Guarantor authorized to execute, deliver and perform this Amendment and all other documents, instruments or agreements related hereto executed or to be executed by such Borrower or Guarantor; (d) Each The Administrative Agent shall have received an amendment to the Fee Lettera certificate of a Responsible Officer of each Borrower, duly executed by the parties to the Fee Letter, and the same shall be in full force and effect; (e) Each Agent shall have received the Intercompany Note Subordination Agreement, duly executed by the parties thereto, and the same shall be in full force and effect; (f) Each Agent shall have received amendments to the Senior Term Loan Credit Agreement, duly executed by the parties to the Senior Term Loan Credit Agreement, and the same shall be in full force and effect; (g) Each Agent shall have received the joinder documents and supplements that are required to be executed by ▇▇▇▇▇▇▇ Holdco, CLDH and BBCC pursuant to the terms dated as of the Loan DocumentsAmendment Effective Date, which in each case shall be in form and substance reasonably satisfactory to the Agents; certifying (hA) Each Agent shall have received the Senior Secured Note Intercreditor Agreement, and the same shall be in full force and effect; (i) Each Agent shall have received copies of the Senior Secured Note Documents, certified as true and correct copies thereof by an Authorized Person of the Borrowers; (j) The transactions contemplated by the Senior Secured Note Documents shall have been consummated and a portion of the proceeds of Senior Secured Notes shall have been used in respect of the Designated Subordinated Indebtedness Prepayment and the Designated Term Loan Prepayment; (k) After giving effect to this Amendment, that the representations and warranties herein and set forth in the Credit Agreement and the other Loan Documents shall be this Amendment are true and correct in all material respects on and as of the date hereof, as though made on such date Amendment Effective Date (except to the extent that for such representations and warranties relate solely to an earlier made as of a specified date, which shall be true as of such date); , (lB) No injunction, writ, restraining order, or other order of any nature prohibiting, directly or indirectly, the consummation of the transactions contemplated herein shall have been issued and remain in force by any Governmental Authority against any Borrower, any Guarantor, any Agent, or any Lender; and (m) After giving effect to this Amendment, that no Default or Event of Default has occurred and is continuing as of the Amendment Effective Date and (C) that there are no proceedings for the dissolution or liquidation of any Borrower or any Guarantor; (e) The Administrative Agent shall have occurred received legal opinions in form and be continuing or substance and from counsel satisfactory to the Administrative Agent with respect to the this Amendment and related matters. (f) The Administrative Agent shall result from have received any and all fees payable to the consummation Administrative Agent and the Lenders as of the transactions contemplated hereinAmendment Effective Date. (g) The representations and warranties set forth in this Amendment shall be true and correct as of the Amendment Effective Date.

Conditions Precedent to the Effectiveness of this Amendment. The effectiveness of this This Amendment shall become effective as of, and with effect from, the date (and the Consent contained within this Amendment“Seventh Amendment Effective Date”) is subject to the fulfillment, to the reasonable satisfaction of each Agent (or a written waiver by such Agent) of each of the following conditionson which: (a) Each Agent The Borrower, the Facility Guarantors and each Lender shall have received duly executed and delivered to the Administrative Agent this Amendment, duly executed by the parties hereto, and the same shall be in full force and effect;. (b) U.S. Agent All corporate and other proceedings required in connection with this Amendment, and all documents, instruments and other legal matters in connection with the transactions contemplated by this Amendment, shall be satisfactory in all respects to the Lenders, and the Lenders shall have receivedreceived such documents and certificates as the Lenders or their counsel may reasonably request relating to the authorization of the transactions contemplated by this Amendment, all in immediately available funds, form and substance satisfactory to the Third Amendment Fee referred to in Section 9(b) hereof;Lenders and their counsel. (c) Each Agent shall have received the reaffirmation and consent of each Guarantor attached hereto as Exhibit A, duly executed and delivered by an authorized official of each Guarantor; (d) Each Agent shall have received an amendment to the Fee Letter, duly executed by the parties to the Fee Letter, and the same shall be in full force and effect; (e) Each Agent shall have received the Intercompany Note Subordination Agreement, duly executed by the parties thereto, and the same shall be in full force and effect; (f) Each Agent shall have received amendments to the Senior Term Loan Credit Agreement, duly executed by the parties to the Senior Term Loan Credit Agreement, and the same shall be in full force and effect; (g) Each Agent shall have received the joinder documents and supplements that are required to be executed by ▇▇▇▇▇▇▇ Holdco, CLDH and BBCC pursuant to the terms of the Loan Documents, which in each case shall be in form and substance reasonably satisfactory to the Agents; (h) Each Agent shall have received the Senior Secured Note Intercreditor Agreement, and the same shall be in full force and effect; (i) Each Agent shall have received copies of the Senior Secured Note Documents, certified as true and correct copies thereof by an Authorized Person of the Borrowers; (j) The transactions contemplated by the Senior Secured Note Documents shall have been consummated and a portion of the proceeds of Senior Secured Notes shall have been used in respect of the Designated Subordinated Indebtedness Prepayment and the Designated Term Loan Prepayment; (k) After giving effect to this Amendment, the representations and warranties herein contained in Section VIII (Representations and in the Credit Agreement and the other Loan Documents Warranties) of this Amendment shall be true and correct in all material respects on and as of the date hereof, as though made on such date (except to the extent that such representations and warranties relate solely to an earlier date);correct. (l) No injunction, writ, restraining order, or other order of any nature prohibiting, directly or indirectly, the consummation of the transactions contemplated herein shall have been issued and remain in force by any Governmental Authority against any Borrower, any Guarantor, any Agent, or any Lender; and (md) After giving effect to this Amendment, no Default or Event of Default shall have occurred and be continuing or shall result from the consummation as of the transactions date hereof. (e) No litigation shall have been commenced against any Loan Party or any of its Subsidiaries, either on the date hereof or the Seventh Amendment Effective Date, seeking to restrain or enjoin (whether temporarily, preliminarily or permanently) the performance of any action by any Loan Party required or contemplated hereinby this Amendment or the Credit Agreement as amended by this Amendment or any Loan Document. (f) The Administrative Agent shall have received a true, correct and complete copy, certified as such by the Borrower, of (i) each First Lien Loan Document and (ii) that certain Intercompany Note made payable by the Borrowers to the order of the Subordinated Creditors, from time to time parties thereto, dated as March 13, 2012, each substantially in the form of Annex II hereto, each which shall be in effect as of the Seventh Amendment Effective Date and certified as such by the Borrower. (g) Amendments to the Warrants shall have been executed by the Borrower and Lion/Hollywood L.L.C. (the “Warrant Amendments”) and such Warrant Amendments shall be in form and substance satisfactory to Lion/Hollywood L.L.C. (h) A voting agreement shall have been executed by ▇▇▇ ▇▇▇▇▇▇▇ and Lion/Hollywood L.L.C. in form and substance satisfactory to Lion/Hollywood L.L.C. (i) The Collateral Agent shall have entered into the Intercreditor Agreement with Crystal Financial LLC, as First Lien Agent, substantially in the form of Annex III hereto and otherwise on terms and conditions satisfactory to the Lenders and the Collateral Agent. (j) Each of the Administrative Agent, Collateral Agent, the Lenders and the Lion Parties shall have been reimbursed for their respective outstanding reasonable out-of-pocket expenses (whether or not yet invoiced to the Borrower) incurred in connection with the Credit Agreement, the other Loan Documents, the Warrants and the monitoring and oversight of the Lion Parties’ investment (including without limitation, the reasonable fees, disbursements and other charges of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP).

Conditions Precedent to the Effectiveness of this Amendment. The effectiveness This Amendment shall become effective as of this the first date (such date being referred to as the “Amendment (and the Consent contained within this AmendmentNo. 2 Effective Date”) is subject to the fulfillment, to the reasonable satisfaction of each Agent (or a written waiver by such Agent) of when each of the following conditionsconditions shall have been satisfied: (a) Each The Administrative Agent (or its counsel) shall have received (A) from the Additional Refinancing Lenders, the Required Lenders (which shall include the Additional Refinancing Lenders), Holdco, the Borrower, the Administrative Agent and the Subsidiary Loan Parties a counterpart of this Amendment signed on behalf of such party and (B) from the Borrower, Note(s) executed by Borrower for each Lender that requests such Note(s) at least one Business Day prior to the Amendment No. 2 Effective Date. (b) The Administrative Agent shall have received this Amendment, duly executed by a written opinion (addressed to the parties hereto, Administrative Agent and the same shall be in full force Lenders and effect; (bdated the Amendment No. 2 Effective Date) U.S. Agent shall have received, in immediately available funds, the Third Amendment Fee referred to in Section 9(b) hereof; (c) Each Agent shall have received the reaffirmation and consent of each Guarantor attached hereto as Exhibit A, duly executed and delivered by an authorized official of each Guarantor; (d) Each Agent shall have received an amendment to the Fee Letter, duly executed by the parties to the Fee Letter, and the same shall be in full force and effect; (e) Each Agent shall have received the Intercompany Note Subordination Agreement, duly executed by the parties thereto, and the same shall be in full force and effect; (f) Each Agent shall have received amendments to the Senior Term Loan Credit Agreement, duly executed by the parties to the Senior Term Loan Credit Agreement, and the same shall be in full force and effect; (g) Each Agent shall have received the joinder documents and supplements that are required to be executed by ▇▇▇▇▇▇▇▇ Holdco& ▇▇▇▇▇ LLP, CLDH and BBCC pursuant to the terms of counsel for the Loan DocumentsParties, which in each case shall be in form and substance reasonably satisfactory acceptable to the Agents;Administrative Agent. Each of Borrower and Holdco hereby requests such counsel to deliver such opinion. (hc) Each The Administrative Agent shall have received the Senior Secured Note Intercreditor Agreement, and the same shall be in full force and effect; received: (i) Each Agent shall have received copies a copy of each Organizational Document of Borrower and Holdco and, to the Senior Secured Note Documentsextent applicable, certified as true of a recent date by the appropriate governmental official; (ii) signature and correct copies thereof by an Authorized Person incumbency certificates of the Borrowers; officers of each Loan Party executing the Loan Documents to which it is a party (j) The transactions contemplated by the Senior Secured Note Documents shall or a certification that there have been consummated no changes to such officers since the applicable signature and a portion of incumbency certificate delivered on the proceeds of Senior Secured Notes shall have been used in respect of the Designated Subordinated Indebtedness Prepayment and the Designated Term Loan Prepayment; (k) After giving effect to this Amendment, the representations and warranties herein and in the Credit Agreement and the other Loan Documents shall be true and correct in all material respects on and as of the date hereofClosing Date or Amendment No. 1 Effective Date, as though made on such date applicable); (except to the extent that such representations and warranties relate solely to an earlier date); (liii) No injunction, writ, restraining order, or other order of any nature prohibiting, directly or indirectly, the consummation of the transactions contemplated herein shall have been issued and remain in force by any Governmental Authority against any Borrower, any Guarantor, any Agent, or any Lender; and (m) After giving effect to this Amendment, no Default or Event of Default shall have occurred and be continuing or shall result from the consummation of the transactions contemplated herein.resolutions

Conditions Precedent to the Effectiveness of this Amendment. The effectiveness This Amendment (other than Section 1) shall become effective as of the first date on which the Administrative Agent shall have received counterparts of this Amendment (executed by the Borrower and the Consent contained within Required Lenders or, as to any of the Lender Parties, advice satisfactory to the Administrative Agent that such Lender Party has executed this Amendment. Section 1 of this Amendment shall become effective as of the first date (the "AMENDMENT NO. 4 EFFECTIVE DATE") is subject to the fulfillmenton which, to the reasonable satisfaction of each Agent (or a written waiver by such Agent) of and only if, each of the following conditionsconditions precedent shall have been satisfied: (a) Each The Administrative Agent shall have received this Amendment, duly the Consent attached hereto executed by the parties heretoBorrower and UIC Holdings, L.L.C. (b) All of the consents, approvals and authorizations of, and notices and filings to or with, and other actions by, any governmental or regulatory authority or any other Person necessary in connection with this Amendment or any of the same other transactions contemplated hereby shall be have been obtained (without the imposition of any conditions that are not reasonably acceptable to the Required Lenders) and shall remain in full force and effect; (b) U.S. Agent ; and no law, rule or regulation shall have receivedbe applicable in the reasonable judgment of the Required Lenders that restrains, in immediately available funds, prevents or imposes materially adverse conditions upon this Amendment or any of the Third Amendment Fee referred to in Section 9(b) hereof;other transactions contemplated hereby. (c) Each Agent shall have received the reaffirmation and consent of each Guarantor attached hereto as Exhibit A, duly executed and delivered by an authorized official of each Guarantor; (d) Each Agent shall have received an amendment to the Fee Letter, duly executed by the parties to the Fee Letter, and the same shall be in full force and effect; (e) Each Agent shall have received the Intercompany Note Subordination Agreement, duly executed by the parties thereto, and the same shall be in full force and effect; (f) Each Agent shall have received amendments to the Senior Term Loan Credit Agreement, duly executed by the parties to the Senior Term Loan Credit Agreement, and the same shall be in full force and effect; (g) Each Agent shall have received the joinder documents and supplements that are required to be executed by ▇▇▇▇▇▇▇ Holdco, CLDH and BBCC pursuant to the terms of the Loan Documents, which in each case shall be in form and substance reasonably satisfactory to the Agents; (h) Each Agent shall have received the Senior Secured Note Intercreditor Agreement, and the same shall be in full force and effect; (i) Each Agent shall have received copies of the Senior Secured Note Documents, certified as true and correct copies thereof by an Authorized Person of the Borrowers; (j) The transactions contemplated by the Senior Secured Note Documents shall have been consummated and a portion of the proceeds of Senior Secured Notes shall have been used in respect of the Designated Subordinated Indebtedness Prepayment and the Designated Term Loan Prepayment; (k) After giving effect to this Amendment, the representations and warranties herein and contained in each of the Credit Agreement and the other Loan Documents shall be true and correct in all material respects on and as of the date hereofAmendment No. 4 Effective Date, as though made on such date (except to the extent that such representations and warranties relate solely to an earlier date); (l) No injunction, writ, restraining order, or other order of any nature prohibiting, directly or indirectly, the consummation of the transactions contemplated herein shall have been issued and remain in force by any Governmental Authority against any Borrower, any Guarantor, any Agent, or any Lender; and (m) After after giving effect to this Amendment, no Default as though made on and as of such date (except (i) for any such representation and warranty that, by its terms, refers to a specific date other than the Amendment No. 4 Effective Date, in which case as of such specific date, and (ii) that the financial statements of the Borrower referred to in Sections 4.01(f) and 4.01(g) of the Credit Agreement shall be deemed to refer to the financial statements of the Borrower comprising part of the Required Financial Information most recently delivered to the Administrative Agent and the Lender Parties pursuant to Sections 5.03(c) and 5.03(d), respectively, on or Event of Default prior to the Amendment No. 4 Effective Date). (d) No event shall have occurred and be continuing or shall result from the consummation effectiveness of this Amendment that constitutes a Default. (e) All of the transactions contemplated accrued fees and expenses of the Administrative Agent, the Lead Arranger and Book Manager and the Lender Parties (including the accrued fees and expenses of counsel for the Agents) that are then due and payable shall have been paid in full. (f) Concurrently with the making of the Term B Advance to be made on the Amendment No. 4 Effective Date, the Borrower shall have used the proceeds of such Term B Advance to repay Revolving Credit Advances pursuant to Section 2.06(a) of the Credit Agreement. (g) The Administrative Agent shall have received on or before the Amendment No. 4 Effective Date the following, each dated such date (unless otherwise specified), in form and substance satisfactory to the Required Lenders (unless otherwise specified) and in sufficient copies for each Lender Party: (i) Certified copies of the resolutions of the Board of Directors of the Borrower approving this Amendment, and of all documents evidencing other necessary corporate action and governmental and other third party approvals and consents, if any, with respect to this Amendment. (ii) A certificate of the Secretary or an Assistant Secretary of the Borrower certifying the names and true signatures of the officers of the Borrower authorized to sign this Amendment and the other documents to be delivered hereunder. (iii) Such financial, business and other information regarding the Borrower and its property, assets and businesses as the Administrative Agent or the Lender Parties shall have requested. (iv) Such other opinions, certificates, documents and information as the Administrative Agent or the Required Lenders may reasonably request. The effectiveness of this Amendment is further conditioned upon the accuracy of all of the factual matters described herein. This Amendment is subject to the provisions of Section 8.01 of the Credit Agreement, except that no amendment or waiver of any provision of this Section 2, nor consent to any departure by the Parent Guarantor or the Borrower therefrom, shall in any event be effective unless the same shall be in writing and signed by the Required Lenders.

Conditions Precedent to the Effectiveness of this Amendment. The effectiveness This Amendment shall become effective as of this Amendment the first date (the "AMENDMENT EFFECTIVE DATE") on which, and the Consent contained within this Amendment) is subject to the fulfillmentonly if, to the reasonable satisfaction of each Agent (or a written waiver by such Agent) of each of the following conditionsconditions precedent shall have been satisfied: (a) Each The Administrative Agent shall have received on or before 5:00 p.m. (Charlotte time) on December 29, 1999, (i) counterparts of this Amendment, duly Amendment executed by the parties hereto, Borrower and the same shall be in full force Required Lenders or, as to any of the Lender Parties, advice satisfactory to the Administrative Agent that such Lender Party has executed this Amendment and effect;(ii) counterparts of the Consent attached hereto executed and delivered by each of the Loan Parties (other than the Borrower). (b) U.S. Agent shall have received, in immediately available funds, the Third Amendment Fee referred to in Section 9(b) hereof; (c) Each Agent shall have received the reaffirmation and consent of each Guarantor attached hereto as Exhibit A, duly executed and delivered by an authorized official of each Guarantor; (d) Each Agent shall have received an amendment to the Fee Letter, duly executed by the parties to the Fee Letter, and the same shall be in full force and effect; (e) Each Agent shall have received the Intercompany Note Subordination Agreement, duly executed by the parties thereto, and the same shall be in full force and effect; (f) Each Agent shall have received amendments to the Senior Term Loan Credit Agreement, duly executed by the parties to the Senior Term Loan Credit Agreement, and the same shall be in full force and effect; (g) Each Agent shall have received the joinder documents and supplements that are required to be executed by ▇▇▇▇▇▇▇ Holdco, CLDH and BBCC pursuant to the terms of the Loan Documents, which in each case shall be in form and substance reasonably satisfactory to the Agents; (h) Each Agent shall have received the Senior Secured Note Intercreditor Agreement, and the same shall be in full force and effect; (i) Each Agent shall have received copies of the Senior Secured Note Documents, certified as true and correct copies thereof by an Authorized Person of the Borrowers; (j) The transactions contemplated by the Senior Secured Note Documents shall have been consummated and a portion of the proceeds of Senior Secured Notes shall have been used in respect of the Designated Subordinated Indebtedness Prepayment and the Designated Term Loan Prepayment; (k) After giving effect to this Amendment, the representations and warranties herein and set forth in each of the Credit Agreement and the other Loan Documents shall be true and correct in all material respects on and as of the date hereofAmendment Effective Date, as though made on such date (except to the extent that such representations before and warranties relate solely to an earlier date); (l) No injunction, writ, restraining order, or other order of any nature prohibiting, directly or indirectly, the consummation of the transactions contemplated herein shall have been issued and remain in force by any Governmental Authority against any Borrower, any Guarantor, any Agent, or any Lender; and (m) After after giving effect to this Amendment, no Default as though made on and as of such date (except (i) for any such representation and warranty that, by its terms, refers to a specific date other than the Amendment Effective Date, in which case as of such specific date, (ii) that the Consolidated financial statements of the Borrower and its Subsidiaries referred to in Sections 4.01(f) and 4.01(g) of the Credit Agreement shall be deemed to refer to the Consolidated financial statements of the Borrower and its Subsidiaries comprising part of the Required Financial Information most recently delivered to the Administrative Agent and the Lender Parties pursuant to Sections 5.03(b) and 5.03(c), respectively, on or Event prior to the Amendment Effective Date and (iii) that the forecasted Consolidated financial statements of Default the Borrower and its Subsidiaries referred to in Section 4.01(h) of the Credit Agreement shall be deemed to refer to the forecasted Consolidated financial statements of the Borrower and its Subsidiaries most recently delivered to the Administrative Agent and the Lender Parties prior to the Amendment Effective Date). (c) No event shall have occurred and be continuing continuing, or shall result from the consummation effectiveness of this Amendment, that constitutes a Default. (d) All of the transactions contemplated reasonable fees and expenses of the Administrative Agent and the Arranger (including the reasonable fees and expenses of counsel for the Administrative Agent) due and payable on the Amendment Effective Date shall have been paid in full. The effectiveness of this Amendment is further conditioned upon the accuracy of all of the factual matters described herein. This Amendment is subject to the provisions of Section 8.01 of the Credit Agreement.

Conditions Precedent to the Effectiveness of this Amendment. The effectiveness of this This Amendment (and the Consent contained within this Amendment) is subject to the fulfillment, to the reasonable satisfaction of each Agent (or a written waiver by such Agent) of each shall become effective as of the date hereof on the date (the "Amendment Effective Date") when the following conditions:conditions precedent have been satisfied (unless waived by the undersigned Lenders): (a) Each 12.01 The Agent shall have received on or before the Amendment Effective Date (i) a copy of this Amendment, Amendment duly executed by the parties hereto, Borrower and each of the same shall be in full force and effect; (b) U.S. Agent shall have received, in immediately available funds, the Third Amendment Fee referred to Requisite Lenders except as provided in Section 9(b3 hereof, (ii) hereof; (c) Each Agent shall have received the reaffirmation and consent a favorable opinion of each Guarantor attached hereto as Exhibit AWeil, duly executed and delivered by an authorized official of each Guarantor; (d) Each Agent shall have received an amendment to the Fee Letter, duly executed by the parties to the Fee Letter, and the same shall be in full force and effect; (e) Each Agent shall have received the Intercompany Note Subordination Agreement, duly executed by the parties thereto, and the same shall be in full force and effect; (f) Each Agent shall have received amendments to the Senior Term Loan Credit Agreement, duly executed by the parties to the Senior Term Loan Credit Agreement, and the same shall be in full force and effect; (g) Each Agent shall have received the joinder documents and supplements that are required to be executed by ▇Gotshal & ▇▇▇▇▇▇ HoldcoLLP, CLDH and BBCC pursuant counsel to the terms Borrower and the Guarantors, dated the Amendment Effective Date and addressed to the Agent, the Lenders and the Issuing Banks, with respect to such matters relating to this Amendment as the Agent may reasonably request, and (iii) a favorable opinion of ▇▇▇▇▇▇ ▇. ▇▇▇▇, general counsel of the Loan DocumentsBorrower and the Guarantors, which in each case shall be in form dated the Amendment Effective Date and substance reasonably satisfactory addressed to the Agents; (h) Each Agent, the Lenders and the Issuing Banks, with respect to such matters relating to this Amendment as the Agent shall have received may reasonably request; without limiting the Senior Secured Note Intercreditor Agreementforegoing, the Borrower and the Guarantors hereby direct their counsel, Weil, Gotshal & ▇▇▇▇▇▇ LLP, and their general counsel to deliver to the same shall be in full force Agent, the Lenders, the Issuing Banks and effect;Sidley & Austin, such opinions. (i) 12.02 Each Agent shall have received copies of the Senior Secured Note Documents, certified as true representations and correct copies thereof by an Authorized Person warranties of the Borrowers; (j) The transactions contemplated by the Senior Secured Note Documents shall have been consummated and a portion of the proceeds of Senior Secured Notes shall have been used in respect of the Designated Subordinated Indebtedness Prepayment Borrower and the Designated Term Guarantors contained in the Credit Agreement and in the other Loan Prepayment; Documents (k) After after giving effect to this Amendment, the representations and warranties herein and in the Credit Agreement and the other Loan Documents ) shall be true and correct in all material respects on and as of the date hereofAmendment Effective Date, as though made on such date (except to the extent that any such representations representation or warranty expressly relates to a prior date, in which case, such representation and warranties relate solely to an warranty shall be true and correct as of such earlier date);. (l) No injunction12.03 All corporate and other proceedings, writand all documents, restraining order, or instruments and other order of any nature prohibiting, directly or indirectly, the consummation of legal matters in connection with the transactions contemplated herein shall have been issued and remain in force by any Governmental Authority against any Borrower, any Guarantor, any Agent, or any Lender; and (m) After giving effect to this Amendment, no shall be satisfactory in all respects in form and substance to the Agent. 12.04 No Default or Event of Default (other than any Default or Event of Default relating to any matter waived pursuant to Section 11 of this Amendment) shall have occurred and be continuing on the Amendment Effective Date. Notwithstanding the foregoing, (i) if all the Lenders have not executed this Amendment by February 28, 1997 (or such later date as shall result from be agreed to by the consummation Agent and the Borrower) (the "Amendment Cut-off Date"), the amendments contained in Section 3 of this Amendment shall be deleted in their entirety and be of no further force and effect and (ii) if the transactions contemplated hereinAmendment Effective Date has not occurred by the Amendment Cut-off Date or the Borrower has not paid to the Lenders and the Agent the fees payable to the Lenders pursuant to Section 15.02 hereof or any other fees payable to the Agent in connection with this Amendment when such fees become due and payable, then this Amendment shall cease to be of any further force and effect.

Conditions Precedent to the Effectiveness of this Amendment. The effectiveness of the provisions of Section 2 of this Amendment (is conditioned upon, and the Consent contained within this Amendment) is subject to the fulfillmentsuch provisions shall not be effective until, to the reasonable satisfaction of each Agent (or a written waiver by such Agent) of each of the following conditions:conditions (the first date on which all of the following conditions have been satisfied being referred to herein as the “Third Amendment Effective Date”): (a) Each The Administrative Agent shall have received this Amendment, duly executed and delivered by the parties heretoBorrower, the Administrative Agent and the same shall be in full force and effect;Lenders. (b) U.S. The Administrative Agent shall have receivedreceived a certificate of a Responsible Officer of the Borrower, in immediately available funds, dated the Third Amendment Fee referred Effective Date, certifying that (A) either (1) the copies of the certificate of incorporation of the Borrower and by-laws of the Borrower delivered most recently to the Administrative Agent prior to the Third Amendment Effective Date continue to be true and correct copies thereof as of the Third Amendment Effective Date or (2) attaching true and correct copies thereof as of the Third Amendment Effective Date and (B) attached thereto are true and correct copies of resolutions duly adopted by the board of directors of the Borrower and continuing in Section 9(b) hereof;effect, which authorize the execution, delivery and performance by the Borrower of this Amendment and the other documents executed or to be executed by the Borrower in connection with the transactions contemplated hereby. (c) Each The Administrative Agent shall have received an amended and restated Note for each Lender that has requested the reaffirmation and consent of each Guarantor attached hereto as Exhibit Asame, duly executed and delivered by an authorized official the Borrower in favor of each Guarantor;such Lender (the “Amended and Restated Notes”). (d) Each Agent No Default or Event of Default shall have received an amendment to the Fee Letter, duly executed by the parties to the Fee Letter, occurred and the same shall be in full force and effect;continuing. (e) Each Agent shall have received the Intercompany Note Subordination Agreement, duly executed by the parties thereto, and the same shall be in full force and effect; (f) Each Agent shall have received amendments to the Senior Term Loan Credit Agreement, duly executed by the parties to the Senior Term Loan Credit Agreement, and the same shall be in full force and effect; (g) Each Agent shall have received the joinder documents and supplements that are required to be executed by ▇▇▇▇▇▇▇ Holdco, CLDH and BBCC pursuant to the terms of the Loan Documents, which in each case shall be in form and substance reasonably satisfactory to the Agents; (h) Each Agent shall have received the Senior Secured Note Intercreditor Agreement, and the same shall be in full force and effect; (i) Each Agent shall have received copies of the Senior Secured Note Documents, certified as true and correct copies thereof by an Authorized Person of the Borrowers; (j) The transactions contemplated by the Senior Secured Note Documents shall have been consummated and a portion of the proceeds of Senior Secured Notes shall have been used in respect of the Designated Subordinated Indebtedness Prepayment and the Designated Term Loan Prepayment; (k) After giving effect to this Amendment, the representations and warranties herein and made by the Borrower in the Credit Agreement and the other Loan Documents that does not contain a materiality or Material Adverse Effect qualification shall be true and correct in all material respects on and as of the date hereofThird Amendment Effective Date, as though made on such date (except to and each of the extent that such representations and warranties relate solely to an earlier date);made by the Borrower in the Credit Agreement that contains a materiality or Material Adverse Effect qualification shall be true and correct on and as of the Third Amendment Effective Date. (lf) No injunction, writ, restraining order, or other order The Administrative Agent shall have received a certificate of any nature prohibiting, directly or indirectly, the consummation a Responsible Officer of the transactions contemplated herein Borrower certifying as to the matters described in clauses (d) and (e) above. (g) The Administrative Agent shall have received a legal opinion from Faegre ▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP, special counsel to the Borrower, dated as of the Third Amendment Effective Date, in form and substance satisfactory to the Administrative Agent. (h) All fees and expenses required to be paid to the Administrative Agent (including the reasonable and documented fees, charges and disbursements of external counsel for the Administrative Agent) and the Lenders on or prior to the Third Amendment Effective Date (including all fees payable pursuant to any engagement or fee letter) shall have been issued and remain in force by any Governmental Authority against any Borrower, any Guarantor, any Agent, or any Lender; andpaid. (mi) After giving effect to this Amendment, no Default or Event The issuance of Default the Senior Notes contemplated by clause (c) of the amended definition thereof shall have occurred and be continuing or shall result from the consummation of the transactions contemplated hereinbeen consummated.

Conditions Precedent to the Effectiveness of this Amendment. The effectiveness of this Amendment (the amendments contained in Section 1 above is conditioned upon, and the Consent contained within this Amendment) is subject to the fulfillmentsuch amendments shall not be effective until, to the reasonable satisfaction of each Agent (or a written waiver by such Agent) of each of the following conditions:conditions has been satisfied (the first date on which all of the following conditions have been satisfied being referred to herein as the “Amendment Effective Date”): (a) Each Agent shall have received this Amendment, duly executed by the parties hereto, and the same shall be in full force and effect; (b) U.S. The Administrative Agent shall have received, in immediately available fundson behalf of the Lenders, the Third Amendment Fee referred to in Section 9(b) hereof; (c) Each Agent shall have received the reaffirmation and consent of each Guarantor attached hereto as Exhibit Athis Amendment, duly executed and delivered by the Borrowers and the Administrative Agent. (b) The Required Lenders shall have approved this Amendment in writing (the “Written Approval”) and shall have authorized the Administrative Agent to execute and deliver this Amendment on their behalf. (c) The Administrative Agent shall have received, on behalf of the Lenders, copies of (i) corporate, partnership or limited liability company resolutions of the board of directors, partners or managers of the Borrowers authorizing and ratifying the transactions contemplated hereby, certified as of the Amendment Effective Date by the Secretary or an authorized official Assistant Secretary of the Borrowers, and (ii) a good standing certificate for each Guarantor;Borrower from its jurisdiction of formation. (d) Each Agent shall have received an amendment to the Fee Letter, duly executed by the parties to the Fee Letter, and the same shall be in full force and effect; (e) Each Agent shall have received the Intercompany Note Subordination Agreement, duly executed by the parties thereto, and the same shall be in full force and effect; (f) Each Agent shall have received amendments to the Senior Term Loan Credit Agreement, duly executed by the parties to the Senior Term Loan Credit Agreement, and the same shall be in full force and effect; (g) Each Agent shall have received the joinder documents and supplements that are required to be executed by ▇▇▇▇▇▇▇ Holdco, CLDH and BBCC pursuant to the terms of the Loan Documents, which in each case shall be in form and substance reasonably satisfactory to the Agents; (h) Each Agent shall have received the Senior Secured Note Intercreditor Agreement, and the same shall be in full force and effect; (i) Each Agent shall have received copies of the Senior Secured Note Documents, certified as true and correct copies thereof by an Authorized Person of the Borrowers; (j) The transactions contemplated by the Senior Secured Note Documents shall have been consummated and a portion of the proceeds of Senior Secured Notes shall have been used in respect of the Designated Subordinated Indebtedness Prepayment and the Designated Term Loan Prepayment; (k) After giving effect to this Amendment, the representations and warranties herein and set forth in the Credit Agreement and the other Loan Documents this Amendment shall be true and correct in all material respects on and as of the date hereof, as though made on such date Amendment Effective Date. (except e) The Borrowers shall have paid to the extent that Administrative Agent, for the account of each Lender which executes the Written Approval on or prior to April 18, 2003 in accordance with each such representations and warranties relate solely Lender’s Proportionate Share, a non-refundable amendment fee equal to an earlier date); (l) No injunction, writ, restraining order, or other order of any nature prohibiting, directly or indirectly, the consummation 0.20% of the transactions contemplated herein sum of (i) such Lender’s Revolving Credit Commitment and (ii) the Effective Amount of such Lender’s Term Loans. Such amendment fees shall have been issued be fully earned upon becoming due and remain in force by payable and shall not be refundable for any Governmental Authority against any Borrower, any Guarantor, any Agent, or any Lender; and (m) After giving effect to this Amendment, no Default or Event of Default shall have occurred and be continuing or shall result from the consummation of the transactions contemplated hereinreason whatsoever.

Conditions Precedent to the Effectiveness of this Amendment. The effectiveness of the provisions of Section 2 of this Amendment (is conditioned upon, and the Consent contained within this Amendment) is subject to the fulfillmentsuch provisions shall not be effective until, to the reasonable satisfaction of each Agent (or a written waiver by such Agent) of each of the following conditions:conditions (the first date on which all of the following conditions have been satisfied being referred to herein as the “Amendment Effective Date’’): (a) Each Agent shall have received this Amendment, duly executed by the parties hereto, and the same shall be in full force and effect; (b) U.S. The Administrative Agent shall have received, in immediately available fundson behalf of the Lenders, the Third Amendment Fee referred to in Section 9(b) hereof; (c) Each Agent shall have received the reaffirmation and consent of each Guarantor attached hereto as Exhibit Athis Amendment, duly executed and delivered by an authorized official of each Guarantor;the Borrowers, the Administrative Agent, the Required Lenders and the Guarantors. (db) Each The Administrative Agent shall have received received, on behalf of the Swing Line Lender, an amendment to the Fee Letteramended and restated Swing Line Note, duly executed by the parties to the Fee Letter, and the same shall be in full force and effect;Borrowers. (ec) Each The Administrative Agent shall have received received, on behalf of the Intercompany Note Subordination AgreementLenders, duly executed by a certificate of an authorized officer of each of the parties thereto, Borrowers and the same shall be in full force and effect; (f) Each Agent shall have received amendments to the Senior Term Loan Credit AgreementGuarantors, duly executed by the parties to the Senior Term Loan Credit Agreement, and the same shall be in full force and effect; (g) Each Agent shall have received the joinder documents and supplements that are required to be executed by ▇▇▇▇▇▇▇ Holdco, CLDH and BBCC pursuant to the terms dated as of the Loan Documentsdate of this Amendment, which in each case shall be in form and substance reasonably satisfactory to the Agents; (h) Each Agent shall have received the Senior Secured Note Intercreditor Agreement, and the same shall be in full force and effect; (i) Each Agent shall have received copies of the Senior Secured Note Documents, certified as certifying that attached thereto are true and correct copies thereof of resolutions duly adopted by an Authorized Person the board of directors or other governing body of the Borrowers; (j) The transactions contemplated Borrowers and the Guarantors and continuing in effect, which authorize the execution, delivery and performance by the Senior Secured Note Documents shall have been consummated and a portion of the proceeds of Senior Secured Notes shall have been used in respect of the Designated Subordinated Indebtedness Prepayment Borrowers and the Designated Term Loan Prepayment; (k) After giving effect Guarantors of this Amendment and Amendment No. 2 to this Amendment, the representations and warranties herein and in the Credit Agreement and the other Loan Documents shall be true and correct in all material respects on and as of the date hereof, as though made on such date (except to the extent that such representations and warranties relate solely to an earlier date); (l) No injunction, writ, restraining order, or other order of any nature prohibiting, directly or indirectly, the consummation of the transactions contemplated herein hereby and thereby; provided that ACL Finance Corp. shall also provide certified copies of its organizational documents and incumbency information. (d) The Administrative Agent shall have been issued and remain in force by any Governmental Authority against any Borrowerreceived, any Guarantor, any Agent, or any Lender; andon behalf of the Lenders, (mi) After giving effect legal opinions in form and substance and from counsel satisfactory to this Amendmentthe Administrative Agent with respect to the legality of the Permitted Stock Purchase Program , no Default the August 2007 Permitted Stock Purchase Program and transactions contemplated thereby, compliance with Regulations T, U and X and related matters, (ii) legal opinions in form and substance and from counsel satisfactory to the Administrative Agent with respect to the ACL Finance Corp. and documents executed by ACL Finance Corp. on or Event of Default before the Amendment Effective Date, (iii) for each Lender, a completed Form U-l (or Form G-3, as applicable) duly executed by the Borrowers and the Guarantors. (iv) The Administrative Agent and shall have occurred and be continuing or shall result received payment from the consummation Borrowers of all fees payable to the Administrative Agent and applicable Lenders, respectively, on the Amendment Effective Date. (e) The representations and warranties set forth in this Amendment shall be true and correct as of the transactions contemplated hereinAmendment Effective Date.

Conditions Precedent to the Effectiveness of this Amendment. The effectiveness of Except as otherwise expressly provided herein, this Amendment shall be effective as of March 31, 2000 (and such date is referred to herein as the Consent contained within this Amendment) is subject to the fulfillment, to the reasonable satisfaction of each Agent (or a written waiver by such Agent) of "Effective Date")so long as each of the following conditionsconditions shall have been satisfied or provided for in a manner satisfactory to GE Capital or waived by GE Capital on or prior to April 14, 2000: (a) Each Agent This Amendment shall have received this Amendment, duly been fully executed and delivered by each of the parties hereto, and the same shall be in full force and effect;. (b) U.S. Agent Each of the Subsidiaries of Company party to the Guaranty shall have received, executed and delivered the consent included in immediately available funds, the Third Amendment Fee referred to in Section 9(b) hereof;signature pages hereto. (c) Each Agent The Fifth Amendment to Loan Agreement and Amendment to Note among Company, each of its Subsidiaries listed therein and PNC Bank, National Association ("PNC Bank"), shall have received the reaffirmation and consent of each Guarantor attached hereto as Exhibit A, duly been executed and delivered by an authorized official each of each Guarantor;the parties thereto (the "Fifth Amendment") in form and substance satisfactory to GE Capital. (d) Each Agent The Guaranty Agreement (as defined in the Fifth Amendment) shall have received an amendment to the Fee Letter, duly been executed and delivered by the parties to the Fee Letter, and the same shall be in full force and effect; (e) Each Agent shall have received the Intercompany Note Subordination Agreement, duly executed by the parties thereto, and the same shall be in full force and effect; (f) Each Agent shall have received amendments to the Senior Term Loan Credit Agreement, duly executed by the parties to the Senior Term Loan Credit Agreement, and the same shall be in full force and effect; (g) Each Agent shall have received the joinder documents and supplements that are required to be executed by each of ▇▇▇▇▇▇▇ Holdco▇. ▇▇▇▇▇▇▇▇, CLDH ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ and BBCC pursuant to the terms of the Loan Documents▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, which in III (each case shall be an "Individual Guarantor") in form and substance reasonably satisfactory to the Agents;GE Capital. (he) Each Agent Individual Guarantor shall have received executed and delivered the Senior Secured Note Intercreditor consent included in the signature pages hereto. (f) Each of ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ and ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ shall have executed and delivered an Agreement, and the same shall be in full force and effect; (i) Each Agent shall have received copies of the Senior Secured Note Documents, certified as true and correct copies thereof by an Authorized Person of the Borrowers; (j) The transactions contemplated by the Senior Secured Note Documents shall have been consummated and a portion of the proceeds of Senior Secured Notes shall have been used in respect of the Designated Subordinated Indebtedness Prepayment and the Designated Term Loan Prepayment; (k) After giving effect to this Amendment, the representations and warranties herein and in the Credit Agreement and the other Loan Documents shall be true and correct in all material respects on and dated as of the date hereof, as though made on in respect of Earn-Out of such date (except Person in form and substance satisfactory to the extent that such representations and warranties relate solely to an earlier date);GE Capital. (lg) No injunctionEach of ▇▇▇▇▇ ▇▇▇▇▇▇▇ Strategic Growth Fund, writLtd. and ▇▇▇▇▇ ▇▇▇▇▇▇▇ Strategic Growth Fund, restraining order, or other order of any nature prohibiting, directly or indirectly, the consummation of the transactions contemplated herein L.P. shall have been issued executed and remain delivered a Waiver, Consent and Covenant in force by any Governmental Authority against any Borrower, any Guarantor, any Agent, or any Lender; andform and substance satisfactory to GE Capital. (mh) After giving effect to this Amendment, no Default or Event of Default Company shall have occurred obtained, and be continuing or shall result from delivered to GE Capital a copy of, each consent required in connection with this Amendment and the consummation of the transactions contemplated hereinFifth Amendment.

Conditions Precedent to the Effectiveness of this Amendment. The effectiveness This Amendment (other than Sections 1 and 2) shall become effective as of the first date on which the Administrative Agent shall have received counterparts of this Amendment (executed by the Borrower and the Consent contained within Required Lenders or, as to any of the Lenders, advice satisfactory to the Administrative Agent that such Lender has executed this Amendment. Sections 1 and 2 of this Amendment shall become effective as of the first date (the “Amendment Effective Date”) is subject to the fulfillmenton which, to the reasonable satisfaction of each Agent (or a written waiver by such Agent) of and only if, each of the following conditions:conditions precedent shall have been satisfied (with the execution and delivery hereof by the Borrower constituting a representation and warranty by the Borrower as to the matters set forth in clauses (b) and (c) below): (a) Each Agent shall have received this Amendment, duly executed by the parties hereto, and the same shall be in full force and effect; (b) U.S. Agent shall have received, in immediately available funds, the Third Amendment Fee referred to in Section 9(b) hereof; (c) Each The Administrative Agent shall have received the reaffirmation and consent of each Guarantor Consent attached hereto as Exhibit A, duly executed and delivered by an authorized official of each Guarantor; (d) Each Agent shall have received an amendment to the Fee Letter, duly executed by the parties to the Fee LetterBorrower and AMO Holdings, and the same shall be in full force and effect;LLC. (e) Each Agent shall have received the Intercompany Note Subordination Agreement, duly executed by the parties thereto, and the same shall be in full force and effect; (f) Each Agent shall have received amendments to the Senior Term Loan Credit Agreement, duly executed by the parties to the Senior Term Loan Credit Agreement, and the same shall be in full force and effect; (g) Each Agent shall have received the joinder documents and supplements that are required to be executed by ▇▇▇▇▇▇▇ Holdco, CLDH and BBCC pursuant to the terms of the Loan Documents, which in each case shall be in form and substance reasonably satisfactory to the Agents; (h) Each Agent shall have received the Senior Secured Note Intercreditor Agreement, and the same shall be in full force and effect; (i) Each Agent shall have received copies of the Senior Secured Note Documents, certified as true and correct copies thereof by an Authorized Person of the Borrowers; (jb) The transactions contemplated by the Senior Secured Note Documents shall have been consummated and a portion of the proceeds of Senior Secured Notes shall have been used in respect of the Designated Subordinated Indebtedness Prepayment and the Designated Term Loan Prepayment; (k) After giving effect to this Amendment, the representations and warranties herein and contained in each of the Credit Agreement and the other Loan Documents shall be true and correct in all material respects on and as of the date hereofAmendment Effective Date, after giving effect to this Amendment, as though made on and as of such date (except for any such representation and warranty that, by its terms, refers to a specific date other than the extent that Amendment Effective Date, in which case as of such representations and warranties relate solely to an earlier specific date);. (l) No injunction, writ, restraining order, or other order of any nature prohibiting, directly or indirectly, the consummation of the transactions contemplated herein shall have been issued and remain in force by any Governmental Authority against any Borrower, any Guarantor, any Agent, or any Lender; and (mc) After giving effect to this Amendment, no Default or Event of Default event shall have occurred and be continuing or shall result from the consummation effectiveness of this Amendment that constitutes a Default. (d) All of the transactions contemplated hereinaccrued fees (including an amendment fee as agreed to between the Borrower and the Administrative Agent on behalf of the Lenders) and expenses of the Administrative Agent (including the accrued fees and expenses of counsel for the Administrative Agent in connection with the closing and post-closing matters related to the Credit Agreement and in connection herewith) that are then due and payable shall have been paid in full. This Amendment is subject to the provisions of Section 10.01 of the Credit Agreement, except that no amendment or waiver of any provision of this Section 3, nor consent to any departure by the Borrower therefrom, shall in any event be effective unless the same shall be in writing and signed by the Borrower and the Required Lenders.

Conditions Precedent to the Effectiveness of this Amendment. The effectiveness This Amendment (other than Section 1) shall become effective as of the first date on which the Administrative Agent shall have received counterparts of this Amendment (executed by the Borrower and the Consent contained within Required Lenders or, as to any of the Lender Parties, advice satisfactory to the Administrative Agent that such Lender Party has executed this Amendment. Section 1 of this Amendment shall become effective as of the first date (the "AMENDMENT EFFECTIVE DATE") is subject to the fulfillmenton which, to the reasonable satisfaction of each Agent (or a written waiver by such Agent) of and only if, each of the following conditionsconditions precedent shall have been satisfied: (a) Each The Administrative Agent shall have received counterparts of this Amendment, duly Amendment executed by the parties hereto, Borrower and the same shall be in full force and effect;Required Lenders or, as to any of the Lender Parties, advice satisfactory to the Administrative Agent that such Lender Party has executed this Amendment. (b) U.S. Agent shall have received, in immediately available funds, the Third Amendment Fee referred to in Section 9(b) hereof; (c) Each The Administrative Agent shall have received the reaffirmation and consent of each Guarantor Consent attached hereto as Exhibit A, duly executed and delivered by an authorized official of each Guarantor; (d) Each Agent shall have received an amendment to the Fee Letter, duly executed by the parties to the Fee LetterBorrower and UIC Holdings, and the same shall be in full force and effect;L.L.C. (e) Each Agent shall have received the Intercompany Note Subordination Agreement, duly executed by the parties thereto, and the same shall be in full force and effect; (f) Each Agent shall have received amendments to the Senior Term Loan Credit Agreement, duly executed by the parties to the Senior Term Loan Credit Agreement, and the same shall be in full force and effect; (g) Each Agent shall have received the joinder documents and supplements that are required to be executed by ▇▇▇▇▇▇▇ Holdco, CLDH and BBCC pursuant to the terms of the Loan Documents, which in each case shall be in form and substance reasonably satisfactory to the Agents; (h) Each Agent shall have received the Senior Secured Note Intercreditor Agreement, and the same shall be in full force and effect; (i) Each Agent shall have received copies of the Senior Secured Note Documents, certified as true and correct copies thereof by an Authorized Person of the Borrowers; (jc) The transactions contemplated by the Senior Secured Note Documents shall have been consummated and a portion of the proceeds of Senior Secured Notes shall have been used in respect of the Designated Subordinated Indebtedness Prepayment and the Designated Term Loan Prepayment; (k) After giving effect to this Amendment, the representations and warranties herein and contained in each of the Credit Agreement and the other Loan Documents shall be true and correct in all material respects on and as of the date hereofAmendment Effective Date, as though made on such date (except to the extent that such representations and warranties relate solely to an earlier date); (l) No injunction, writ, restraining order, or other order of any nature prohibiting, directly or indirectly, the consummation of the transactions contemplated herein shall have been issued and remain in force by any Governmental Authority against any Borrower, any Guarantor, any Agent, or any Lender; and (m) After after giving effect to this Amendment, no Default as though made on and as of such date (except (i) for any such representation and warranty that, by its terms, refers to a specific date other than the Amendment Effective Date, in which case as of such specific date, and (ii) that the financial statements of the Borrower referred to in Sections 4.01(f) and 4.01(g) of the Credit Agreement shall be deemed to refer to the financial statements of the Borrower comprising part of the Required Financial Information most recently delivered to the Administrative Agent and the Lender Parties pursuant to Sections 5.03(c) and 5.03(d) of the Credit Agreement, respectively, on or Event of Default prior to the Amendment Effective Date). (d) No event shall have occurred and be continuing or shall result from the consummation effectiveness of this Amendment that constitutes a Default. (e) All of the transactions contemplated accrued fees and expenses of the Administrative Agent, the Lead Arranger and Book Manager and the Lender Parties (including the accrued fees and expenses of counsel for the Agents) that are then due and payable shall have been paid in full. The effectiveness of this Amendment is further conditioned upon the accuracy of all of the factual matters described herein. This Amendment is subject to the provisions of Section 8.01 of the Credit Agreement.

Conditions Precedent to the Effectiveness of this Amendment. The effectiveness This Amendment shall become effective as of this the first date (the “Amendment (Effective Date”) on which, and the Consent contained within this Amendment) is subject to the fulfillmentonly if, to the reasonable satisfaction of each Agent (or a written waiver by such Agent) of each of the following conditions:conditions precedent shall have been satisfied (with the execution and delivery hereof by the Borrower constituting a representation and warranty by the Borrower as to the matters set forth in clauses (c) and (d) below). (a) Each The Administrative Agent shall have received counterparts of this Amendment, duly Amendment executed by the parties hereto, Borrower and the same shall be in full force and effect;Required Lenders, or, as to any of the Lenders, advice satisfactory to the Administrative Agent that such Lender has executed this Amendment. (b) U.S. Agent shall have received, in immediately available funds, the Third Amendment Fee referred to in Section 9(b) hereof; (c) Each The Administrative Agent shall have received the reaffirmation and consent of each Guarantor Consent attached hereto as Exhibit Aexecuted by AMO Holdings, duly executed and delivered by an authorized official of each Guarantor;LLC, a Delaware limited liability company. (d) Each Agent shall have received an amendment to the Fee Letter, duly executed by the parties to the Fee Letter, and the same shall be in full force and effect; (e) Each Agent shall have received the Intercompany Note Subordination Agreement, duly executed by the parties thereto, and the same shall be in full force and effect; (f) Each Agent shall have received amendments to the Senior Term Loan Credit Agreement, duly executed by the parties to the Senior Term Loan Credit Agreement, and the same shall be in full force and effect; (g) Each Agent shall have received the joinder documents and supplements that are required to be executed by ▇▇▇▇▇▇▇ Holdco, CLDH and BBCC pursuant to the terms of the Loan Documents, which in each case shall be in form and substance reasonably satisfactory to the Agents; (h) Each Agent shall have received the Senior Secured Note Intercreditor Agreement, and the same shall be in full force and effect; (i) Each Agent shall have received copies of the Senior Secured Note Documents, certified as true and correct copies thereof by an Authorized Person of the Borrowers; (jc) The transactions contemplated by the Senior Secured Note Documents shall have been consummated and a portion of the proceeds of Senior Secured Notes shall have been used in respect of the Designated Subordinated Indebtedness Prepayment and the Designated Term Loan Prepayment; (k) After giving effect to this Amendment, the representations and warranties herein and contained in each of the Credit Agreement and the other Loan Documents shall be true and correct in all material respects on and as of the date hereofAmendment Effective Date, after giving effect to this Amendment, as though made on and as of such date (except for any such representation and warranty that, by its terms, refers to a specific date other than the extent that Amendment Effective Date, in which case as of such representations and warranties relate solely to an earlier specific date);. (l) No injunction, writ, restraining order, or other order of any nature prohibiting, directly or indirectly, the consummation of the transactions contemplated herein shall have been issued and remain in force by any Governmental Authority against any Borrower, any Guarantor, any Agent, or any Lender; and (md) After giving effect to this Amendment, no Default or Event of Default event shall have occurred and be continuing or shall result from the consummation effectiveness of this Amendment that constitutes a Default. (e) All of the transactions contemplated hereinaccrued fees and expenses of the Administrative Agent (including the accrued fees and expenses of counsel for the Administrative Agent in connection with the closing and post-closing matters related to the Credit Agreement and in connection herewith) that are then due and payable shall have been paid in full. This Amendment is subject to the provisions of Section 10.01 of the Credit Agreement, except that no amendment or waiver of any provision of this Section 3, nor consent to any departure by the Borrower therefrom, shall in any event be effective unless the same shall be in writing and signed by the Borrower and the Required Lenders.

Conditions Precedent to the Effectiveness of this Amendment. The effectiveness of this This Amendment shall become effective as of, and with effect from, the date (and the Consent contained within this Amendment“ Eleventh Amendment Effective Date”) is subject to the fulfillment, to the reasonable satisfaction of each Agent (or a written waiver by such Agent) of each of the following conditionson which: (a) Each Agent The Borrower, the Facility Guarantors and each Lender shall have received duly executed and delivered to the Administrative Agent this Amendment, duly executed by the parties hereto, and the same shall be in full force and effect;. (b) U.S. Agent All corporate and other proceedings required in connection with this Amendment, and all documents, instruments and other legal matters in connection with the transactions contemplated by this Amendment, shall be satisfactory in all respects to the Lenders, and the Lenders shall have receivedreceived such documents and certificates as the Lenders or their counsel may reasonably request relating to the authorization of the transactions contemplated by this Amendment, all in immediately available funds, form and substance satisfactory to the Third Amendment Fee referred to in Section 9(b) hereof;Lenders and their counsel. (c) Each Agent shall have received the reaffirmation and consent of each Guarantor attached hereto as Exhibit A, duly executed and delivered by an authorized official of each Guarantor; (d) Each Agent shall have received an amendment to the Fee Letter, duly executed by the parties to the Fee Letter, and the same shall be in full force and effect; (e) Each Agent shall have received the Intercompany Note Subordination Agreement, duly executed by the parties thereto, and the same shall be in full force and effect; (f) Each Agent shall have received amendments to the Senior Term Loan Credit Agreement, duly executed by the parties to the Senior Term Loan Credit Agreement, and the same shall be in full force and effect; (g) Each Agent shall have received the joinder documents and supplements that are required to be executed by ▇▇▇▇▇▇▇ Holdco, CLDH and BBCC pursuant to the terms of the Loan Documents, which in each case shall be in form and substance reasonably satisfactory to the Agents; (h) Each Agent shall have received the Senior Secured Note Intercreditor Agreement, and the same shall be in full force and effect; (i) Each Agent shall have received copies of the Senior Secured Note Documents, certified as true and correct copies thereof by an Authorized Person of the Borrowers; (j) The transactions contemplated by the Senior Secured Note Documents shall have been consummated and a portion of the proceeds of Senior Secured Notes shall have been used in respect of the Designated Subordinated Indebtedness Prepayment and the Designated Term Loan Prepayment; (k) After giving effect to this Amendment, the representations and warranties herein contained in Section V (Representations and in the Credit Agreement and the other Loan Documents Warranties) of this Amendment shall be true and correct in all material respects on and as of the date hereof, as though made on such date (except to the extent that such representations and warranties relate solely to an earlier date);correct. (l) No injunction, writ, restraining order, or other order of any nature prohibiting, directly or indirectly, the consummation of the transactions contemplated herein shall have been issued and remain in force by any Governmental Authority against any Borrower, any Guarantor, any Agent, or any Lender; and (md) After giving effect to this Amendment, no Default or Event of Default shall have occurred and be continuing as of the date hereof. (e) No litigation shall have been commenced against any Loan Party or any of its Subsidiaries, either on the date hereof or the Eleventh Amendment Effective Date, seeking to restrain or enjoin (whether temporarily, preliminarily or permanently) the performance of any action by any Loan Party required or contemplated by this Amendment or the Credit Agreement as amended by this Amendment or any Loan Document. (f) The Administrative Agent shall result from have received a true, correct and complete copy, certified as such by the consummation Borrower, of the First Lien Amendment, which shall be in effect as of the Eleventh Amendment Effective Date and certified as such by the Borrower. (g) The Borrower shall have paid (i) all reasonable out-of-pocket expenses of the Agents (including all reasonable fees, disbursements and other charges of Ropes & ▇▇▇▇ LLP, as counsel to the Agents) incurred in connection with this Amendment and the transactions contemplated hereinhereby, and (ii) all other expenses of the Agents otherwise due and owing under the Credit Agreement.

Conditions Precedent to the Effectiveness of this Amendment. The effectiveness of this This Amendment (and the Consent contained within this Amendment) is subject to the fulfillment, to the reasonable satisfaction of each Agent (or a written waiver by such Agent) of each shall become effective as of the date when, and only when, the following conditionsconditions precedent have been satisfied: (a) Each Administrative Agent shall have received counterparts of this Amendment, Amendment duly executed by (1) each Borrower, (2) each Guarantor, (3) the parties heretoAdministrative Agent, (4) the L/C Issuer, (5) the Swing Line Lender, (6) the Incremental Lenders and (7) Lenders consenting hereto (each such Lender, a “Consenting Lender”) constituting the same shall be in full force and effect;Tranche 1 Supermajority Lenders. (b) U.S. Agent Before and after giving effect to the Facility Increases contemplated hereby, (i) the conditions of Section 4.02(a) and (b) of the Credit Agreement shall have received, be satisfied (it being understood that all references to “the date of such Credit Extension” or similar language in immediately available funds, such Section 4.02(a) and (b) shall be deemed to refer to the Third Amendment Fee referred to No. 1 Effective Date) and (ii) the Borrowers shall be in compliance with Section 9(b) hereof;2.14 of the Credit Agreement. (c) Each The Borrower shall have paid to the Administrative Agent all unpaid fees and expenses owing in connection with this Amendment (including, without limitation, the reasonable fees and out-of-pocket expenses of counsel for the Administrative Agent with respect thereto). (d) The Administrative Agent shall have received the reaffirmation and consent executed legal opinion of each Guarantor attached hereto as Exhibit A, duly executed and delivered by an authorized official of each Guarantor; (d) Each Agent shall have received an amendment to the Fee Letter, duly executed by the parties to the Fee Letter, and the same shall be in full force and effect; (e) Each Agent shall have received the Intercompany Note Subordination Agreement, duly executed by the parties thereto, and the same shall be in full force and effect; (f) Each Agent shall have received amendments to the Senior Term Loan Credit Agreement, duly executed by the parties to the Senior Term Loan Credit Agreement, and the same shall be in full force and effect; (g) Each Agent shall have received the joinder documents and supplements that are required to be executed by ▇▇▇▇▇▇▇ Holdco▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, CLDH and BBCC pursuant counsel to the terms of Loan Parties, and such local counsel opinions with respect to Subsidiary Guarantors not incorporated in Delaware or New York as the Loan DocumentsAdministrative Agent may require, which in each case shall be in form and substance reasonably satisfactory to the Agents;Administrative Agent. (he) Each The Administrative Agent shall have received (i) a copy of the Senior Secured Note Intercreditor Agreementcertificate or articles of incorporation or organization, including all amendments thereto, of each Loan Party, certified, if applicable, as of a date near the Amendment No. 1 Effective Date by the Secretary of State of the state of its organization, and a certificate as to the same shall be good standing (where relevant) of each Loan Party as of a recent date, from such Secretary of State or similar Governmental Authority or certifying that such articles of incorporation or organization previously delivered has not changed since September 17, 2013 and (ii) a certificate of a duly authorized officer of each Loan Party dated the Amendment No. 1 Effective Date and certifying (A) that attached thereto is a true and complete copy of the by-laws or operating (or limited liability company) agreement of such Loan Party as in effect on the Amendment No. 1 Effective Date or certifying that such by-laws or operating (or limited liability company) agreement previously delivered has not changed since September 17, 2013, (B) that attached thereto is a true and complete copy of resolutions duly adopted by the board of directors (or equivalent governing body) of such Loan Party authorizing the execution, delivery and performance of this Amendment and, in the case of the Borrowers, the borrowings hereunder, 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 the Amendment on behalf of such Loan Party and countersigned by another officer as to the incumbency and specimen signature of a duly authorized officer executing the certificate pursuant to clause (ii) above. (f) The Administrative Agent shall have received a certificate of an authorized officer of the Lead Borrower dated the Amendment No. 1 Effective Date certifying that each of the conditions in Section 4.02 of the Credit Agreement have been satisfied as of the Amendment No.1 Effective Date; provided that each reference to the Credit Agreement therein shall be deemed to be a reference to the Credit Agreement after giving effect to this Amendment. (g) The Target Acquisition shall have been consummated, or shall be consummated substantially concurrently with or prior to the Amendment No. 1 Effective Date, on the terms set forth in the Scheme, without giving effect to any waiver, amendment or consent thereunder that could be materially adverse to the Lenders in their capacities as such, and the Target and the Target Subsidiary Guarantors shall have become (or shall simultaneously with the effectiveness of this Amendment become) Subsidiaries of the Lead Borrower. (h) Subject to the Intercreditor Agreement, the Administrative Agent shall have received all certificates representing all Equity Interests of the Target Subsidiary Guarantors, together with executed and undated stock powers and/or assignments in blank pursuant to and as required by the Collateral and Guarantee Requirement required to be satisfied as of the Amendment No. 1 Effective Date, including to (i) become Loan Parties by executing and delivering (or supplements or joinder agreements thereto) the Credit Agreement, the Guaranty and the applicable Collateral Documents and (ii) grant a perfected Lien to the Administrative Agent on such Person’s assets on the same types of assets which constitute Collateral under the Collateral Documents to secure the Finance Obligations; provided that in the case of each Material Real Property owned by the Target Subsidiary Guarantors, the Lead Borrower shall cause the Target Subsidiary Guarantors to comply with the requirements of Section 6.11 of the Credit Agreement. All other actions under Section 6.11 and the Collateral and Guarantee Requirement that are required due to the occurrence of the Target Acquisition shall have also been taken. (i) Each The Administrative Agent shall have received copies results of searches or other evidence reasonably satisfactory to the Agent (in each case dated as of a date reasonably satisfactory to the Administrative Agent) indicating the absence of Liens on the assets of the Senior Secured Note DocumentsLoan Parties, certified as true and correct copies thereof by an Authorized Person of the Borrowers;except for Permitted Liens. (j) The transactions contemplated Administrative Agent shall have received Uniform Commercial Code financing statements required by Law or reasonably requested by the Senior Secured Note Administrative Agent to be filed, registered or recorded to create or perfect the first priority Liens intended to be created under the Loan Documents with respect to the Target Subsidiary Guarantors and all such documents and instruments shall have been consummated and a portion (or have been authorized by the Target Subsidiary Guarantors to be) so filed, registered or recorded to the satisfaction of the proceeds of Senior Secured Notes shall have been used in respect of the Designated Subordinated Indebtedness Prepayment and the Designated Term Loan Prepayment;Administrative Agent. (k) After giving effect to this Amendment, the representations and warranties herein and in the Credit Agreement and the other Loan Documents The Administrative Agent shall be true and correct in all material respects on and as of the date hereof, as though made on such date have received at least three (except 3) Business Days prior to the extent Amendment No. 1 Effective Date all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the PATRIOT Act, that such representations and warranties relate solely has been reasonably requested by the Lenders at least 10 days prior to an earlier date); (l) No injunction, writ, restraining order, or other order of any nature prohibiting, directly or indirectly, the consummation of the transactions contemplated herein shall have been issued and remain in force by any Governmental Authority against any Borrower, any Guarantor, any Agent, or any Lender; and (m) After giving effect to this Amendment, no Default or Event of Default shall have occurred and be continuing or shall result from the consummation of the transactions contemplated herein.Amendment No. 1

Conditions Precedent to the Effectiveness of this Amendment. The effectiveness of this Amendment (and the Consent contained within this Amendment) is subject to the fulfillment, to the reasonable satisfaction of each Agent (or a written waiver by such Agent) Agents and their counsel, of each of the following conditions: (a) Each a. Collateral Agent shall have received this Amendmenteach of the following documents, in form and substance satisfactory to Collateral Agent and its counsel, duly executed by the parties heretoexecuted, and the same each such document shall be in full force and effect; (b) U.S. Agent shall have received, in immediately available funds, the Third Amendment Fee referred to in Section 9(b) hereof; (c) Each Agent shall have received the reaffirmation and consent of each Guarantor attached hereto as Exhibit A, duly executed and delivered by an authorized official of each Guarantor; (d) Each Agent shall have received an amendment to the Fee Letter, duly executed by the parties to the Fee Letter, and the same shall be in full force and effect; (e) Each Agent shall have received the Intercompany Note Subordination Agreement, duly executed by the parties thereto, and the same shall be in full force and effect; (f) Each Agent shall have received amendments to the Senior Term Loan Credit Agreement, duly executed by the parties to the Senior Term Loan Credit Agreement, and the same shall be in full force and effect; (g) Each Agent shall have received the joinder documents and supplements that are required to be executed by ▇▇▇▇▇▇▇ Holdco, CLDH and BBCC pursuant to the terms of the Loan Documents, which in each case shall be in form and substance reasonably satisfactory to the Agents; (h) Each Agent shall have received the Senior Secured Note Intercreditor Agreement, and the same shall be in full force and effect;: (i) Each Agent shall have received copies of the Senior Secured Note Documents, certified as true and correct copies thereof by an Authorized Person of the Borrowers;this Amendment; and (jii) the Reaffirmation and Consent (as hereinafter defined). b. The transactions contemplated by the Senior Secured Note Documents shall have been consummated representations and a portion warranties in Section 3 of the proceeds of Senior Secured Notes shall have been used in respect of the Designated Subordinated Indebtedness Prepayment and the Designated Term Loan Prepayment; (k) After giving effect to this Amendment, the representations and warranties herein and in the Credit Agreement as amended by Section 1 of this Amendment, and the other Loan Documents shall be true and correct in all material respects on and as of the date hereof, as though made on such date (except to the extent that such representations and warranties relate solely to an earlier date); (l) c. After giving effect hereto, no Event of Default or event which with the giving of notice or passage of time would constitute an Event of Default shall have occurred and be continuing on the date hereof, nor shall result from the consummation of the transactions contemplated herein; d. No injunction, writ, restraining order, or other order of any nature prohibiting, directly or indirectly, the consummation of the transactions contemplated herein shall have been issued and remain in force by any Governmental Authority governmental authority against any Borrower, QSRD, any Subsidiary Guarantor, any Lender, Collateral Agent, Administrative Agent, or any Lenderof their Affiliates; e. No material adverse change shall have occurred in the financial condition of Borrower, QSRD, any Subsidiary Guarantor, or in the value of the Collateral; and (m) After giving effect to this Amendment, no Default or Event of Default shall have occurred f. All other documents and be continuing or shall result from the consummation of legal matters in connection with the transactions contemplated hereinby this Amendment shall have been delivered or executed or recorded and shall be in form and substance reasonably satisfactory to Collateral Agent and its counsel.

Conditions Precedent to the Effectiveness of this Amendment. The effectiveness provisions of this Amendment (Section 1 above are conditioned upon, and the Consent contained within this Amendment) is subject to the fulfillmentsuch provisions shall not be effective until, to the reasonable satisfaction of each Agent (or a written waiver by such Agent) of each of the following conditions:conditions (the first date on which all of the following conditions have been satisfied being referred to herein as the “Second Amendment Effective Date”): (a) Each Agent shall have received this Amendment, duly executed by the parties hereto, and the same shall be in full force and effect; (b) U.S. The Administrative Agent shall have received, in immediately available funds, the Third Amendment Fee referred to in Section 9(b) hereof;: (ci) Each Agent shall have received the reaffirmation and consent of each Guarantor attached hereto as Exhibit Athis Amendment, duly executed and delivered by an authorized official of each Guarantorthe Borrowers, the Lenders and the Administrative Agent; (dii) Each a Revolving Loan Note or amended and restated Revolving Loan Note in favor of each Revolving Lender requesting the same; and (iii) a Term Loan Note or amended and restated Term Loan Note in favor of each Term Lender requesting the same. (b) The Administrative Agent shall have received an amendment a favorable written opinion (addressed to the Fee Letter, duly executed by the parties to the Fee Letter, Administrative Agent and the same shall be in full force Lenders and effect; (edated the Second Amendment Effective Date) Each Agent shall have received the Intercompany Note Subordination Agreement, duly executed by the parties thereto, and the same shall be in full force and effect; (f) Each Agent shall have received amendments to the Senior Term Loan Credit Agreement, duly executed by the parties to the Senior Term Loan Credit Agreement, and the same shall be in full force and effect; (g) Each Agent shall have received the joinder documents and supplements that are required to be executed by of ▇▇▇▇▇▇, ▇▇▇▇▇▇ Holdco& ▇▇▇▇▇ LLP, CLDH and BBCC pursuant special counsel for the Borrowers, covering such matters relating to this Amendment as the terms of the Loan Documents, which in each case Administrative Agent shall be in form and substance reasonably satisfactory request. The Borrowers hereby request such counsel to the Agents;deliver such opinion. (hc) Each The Administrative Agent shall have received such documents and certificates as the Senior Secured Note Intercreditor AgreementAdministrative Agent or its counsel may reasonably request relating to the organization, existence and the same shall be in full force and effect; (i) Each Agent shall have received copies good standing of the Senior Secured Note Documents, certified as true and correct copies thereof by an Authorized Person of the Borrowers; (j) The transactions contemplated by the Senior Secured Note Documents shall have been consummated and a portion of the proceeds of Senior Secured Notes shall have been used in respect of the Designated Subordinated Indebtedness Prepayment and the Designated Term Loan Prepayment; (k) After giving effect to this Amendmenteach Borrower, the representations and warranties herein and in the Credit Agreement and the other Loan Documents shall be true and correct in all material respects on and as of the date hereof, as though made on such date (except to the extent that such representations and warranties relate solely to an earlier date); (l) No injunction, writ, restraining order, or other order of any nature prohibiting, directly or indirectly, the consummation authorization of the transactions contemplated herein and any other legal matters relating to the Borrowers, this Amendment or the transactions contemplated herein, all in form and substance satisfactory to the Administrative Agent. (d) The Administrative Agent shall have been issued and remain in force by any Governmental Authority against any received a certificate from each Borrower, any Guarantordated the Second Amendment Effective Date and signed by a Responsible Officer of such Borrower, any (i) confirming compliance with the conditions set forth in paragraphs (f) and (g) of this Section 2 and (ii) setting forth the Debt Ratings as of the Second Amendment Effective Date. (e) The Administrative Agent, the Lenders and the Lead Arranger shall have received (i) to the extent invoiced, reimbursement or any Lender; andpayment of all reasonable out-of-pocket expenses required to be reimbursed or paid by the Borrowers hereunder and (ii) all fees payable to the Lead Arranger pursuant to the engagement letter dated as of March 24, 2016, by and among the Borrowers and the Lead Arranger. (mf) After giving effect to this Amendment, no No Default or Event of Default shall have occurred and be continuing or continuing. (g) The representations and warranties set forth in this Amendment shall result from the consummation be true and correct as of the transactions contemplated hereinSecond Amendment Effective Date. (h) The Borrowers shall have paid all fees and expenses payable to the Administrative Agent and the Lenders to be paid on or prior to the Second Amendment Effective Date (including all fees and expenses of counsel to the Administrative Agent).

Conditions Precedent to the Effectiveness of this Amendment. The effectiveness of this Amendment (and the Consent contained within this Amendment) is subject to the fulfillment, to the reasonable satisfaction of each Agent (or a written waiver by such Agent) of each of the following conditions:conditions (such date, the “Amendment Effective Date”): (a) Each Agent shall have received this Amendment, duly executed by the parties hereto, and the same shall be in full force and effect; (b) U.S. Agent shall have received, in immediately available funds, the Third Amendment Fee referred to in Section 9(b) hereof; (c) Each Agent shall have received a Pledged Interests Addendum (as defined in the reaffirmation Security Agreement), in form and consent of each Guarantor attached hereto as Exhibit A, duly executed and delivered by an authorized official of each Guarantor; (d) Each Agent shall have received an amendment substance satisfactory to the Fee Letter, duly executed by the parties to the Fee Letter, and the same shall be in full force and effect; (e) Each Agent shall have received the Intercompany Note Subordination AgreementAgent, duly executed by the parties thereto, and the same shall be in full force and effect; (fc) Each Agent shall have received amendments an amendment to the Senior Term Loan Credit Patent Security Agreement (as defined in the Security Agreement), in form and substance satisfactory to Agent, duly executed by the parties to the Senior Term Loan Credit Agreementthereto, and the same shall be in full force and effect; (gd) Each Agent shall have received an amendment to the joinder documents and supplements that are required to be Fee Letter, duly executed by ▇▇▇▇▇▇▇ Holdco, CLDH and BBCC pursuant to the terms of parties thereto (the Loan Documents, which in each case shall be in form and substance reasonably satisfactory to the Agents; (h) Each Agent shall have received the Senior Secured Note Intercreditor Agreement“Fee Letter Amendment”), and the same shall be in full force and effect; (ie) Each Agent shall have received copies of the Senior Secured Note Documents, certified Amendment Closing Fee (as true and correct copies thereof by an Authorized Person of defined in the BorrowersFee Letter Amendment) in immediately available funds; (jf) The transactions contemplated Agent shall have received a certificate of status with respect to Borrower, dated within 10 days of the Amendment Effective Date, such certificate to be issued by the Senior Secured Note Documents shall have been consummated and a portion appropriate officer of the proceeds jurisdiction of Senior Secured Notes organization of Borrower, which certificate shall have been used indicate that Borrower is in respect of the Designated Subordinated Indebtedness Prepayment and the Designated Term Loan Prepaymentgood standing in such jurisdiction; (kg) After giving effect to this Amendment, the representations and warranties herein and in the Credit Agreement and the other Loan Documents shall be true true, correct, and correct complete in all material respects on and as of the date hereof, as though made on such date (except to the extent that such representations and warranties relate solely to an earlier date); (lh) No injunction, writ, restraining order, or other order of any nature prohibiting, directly or indirectly, the consummation of the transactions contemplated herein shall have been issued and remain in force by any Governmental Authority against any Borrower, any Guarantor, any Agent, Borrower or any Lendermember of the Lender Group; and (mi) After giving effect to this Amendment, no Default or Event of Default shall have occurred and be continuing or shall result from the consummation of the transactions contemplated herein.

Conditions Precedent to the Effectiveness of this Amendment. The effectiveness of the provisions of Sections 2, 3 and 4 of this Amendment (is conditioned upon, and the Consent contained within this Amendment) is subject to the fulfillmentsuch provisions shall not be effective until, to the reasonable satisfaction of each Agent (or a written waiver by such Agent) of each of the following conditions:conditions (the first date on which all of the following conditions have been satisfied being referred to herein as the “First Amendment Effective Date”): (a) Each The Administrative Agent shall have received this Amendment, duly executed and delivered by the parties heretoBorrower, the Administrative Agent, the Lenders and the same shall be in full force and effect;Guarantors. (b) U.S. The Administrative Agent shall have receivedreceived a certificate of a Responsible Officer of the Borrower, dated the First Amendment Effective Date, certifying that (A) attached thereto are true, correct and complete copies of the Organizational Documents of the Borrower and (B) attached thereto are true and correct copies of resolutions duly adopted by the board of directors of the Borrower and continuing in immediately available fundseffect, which authorize the Third execution, delivery and performance by the Borrower of this Amendment Fee referred and the other documents executed or to be executed by the Borrower in Section 9(b) hereof;connection with the transactions contemplated hereby. (c) Each The Administrative Agent shall have received true and correct copies of resolutions duly adopted by the reaffirmation and consent board of directors or other governing body of each Guarantor attached hereto as Exhibit Aand continuing in effect, which authorize the execution, delivery and performance by such Guarantor of this Amendment and the other documents executed or to be executed by such Guarantor in connection with the transactions contemplated hereby. (d) The Administrative Agent shall have received amended and restated Revolving Loan Notes in favor of each Lender, duly executed and delivered by an authorized official of each Guarantor; (d) Each Agent shall have received an amendment to the Fee Letter, duly executed by the parties to the Fee Letter, and the same shall be in full force and effect;Borrower. (e) Each Agent shall have received the Intercompany Note Subordination Agreement, duly executed by the parties thereto, and the same shall be in full force and effect; (f) Each Agent shall have received amendments to the Senior Term Loan Credit Agreement, duly executed by the parties to the Senior Term Loan Credit Agreement, and the same shall be in full force and effect; (g) Each Agent shall have received the joinder documents and supplements that are required to be executed by ▇▇▇▇▇▇▇ Holdco, CLDH and BBCC pursuant to the terms of the Loan Documents, which in each case shall be in form and substance reasonably satisfactory to the Agents; (h) Each Agent shall have received the Senior Secured Note Intercreditor Agreement, and the same shall be in full force and effect; (i) Each Agent shall have received copies of the Senior Secured Note Documents, certified as true and correct copies thereof by an Authorized Person of the Borrowers; (j) The transactions contemplated by the Senior Secured Note Documents shall have been consummated and a portion of the proceeds of Senior Secured Notes shall have been used in respect of the Designated Subordinated Indebtedness Prepayment and the Designated Term Loan Prepayment; (k) After giving effect to this Amendment, the representations and warranties herein and in the Credit Agreement and the other Loan Documents shall be true and correct in all material respects on and as of the date hereof, as though made on such date (except to the extent that such representations and warranties relate solely to an earlier date); (l) No injunction, writ, restraining order, or other order of any nature prohibiting, directly or indirectly, the consummation of the transactions contemplated herein shall have been issued and remain in force by any Governmental Authority against any Borrower, any Guarantor, any Agent, or any Lender; and (m) After giving effect to this Amendment, no Default or Event of Default shall have occurred and be continuing or continuing. (f) The representations and warranties set forth in this Amendment shall result from the consummation be true and correct as of the transactions contemplated hereinFirst Amendment Effective Date. (g) The Administrative Agent shall have received a certificate of the chief financial officer of the Borrower certifying as to the matters described in clauses (e) and (f) above. (h) The Administrative Agent shall have received favorable written opinions from special counsel to the Borrower dated as of the First Amendment Effective Date, in form and substance satisfactory to the Administrative Agent. (i) All fees and expenses payable to the Administrative Agent and the Lenders on or prior to the First Amendment Effective Date (including all fees payable pursuant to any fee letter) shall have been paid. (j) All fees and expenses of counsel to the Administrative Agent invoiced on or prior to the First Amendment Effective Date shall have been paid.

Conditions Precedent to the Effectiveness of this Amendment. The effectiveness of this This Amendment shall become effective (the “Effective Date”) when, and the Consent contained within this Amendment) is subject to the fulfillmentonly when, to the reasonable satisfaction of each Agent (or a written waiver by such Agent) of each of the following conditionsconditions precedent shall have been satisfied or duly waived by the Administrative Agent and the Lenders constituting the Requisite Lenders: (a) Each the Administrative Agent shall have received this Amendment, duly executed by the parties heretoBorrower, each Guarantor, the Administrative Agent and all the same shall be in full force and effect;Lenders; and (b) U.S. the Administrative Agent shall have received, received payment of all fees due in immediately available funds, the Third Amendment Fee referred to in Section 9(b) hereof;respect of this Amendment. (c) Each Agent the representations and warranties in Section 3 of this Amendment shall have received be true and correct on the reaffirmation and consent of each Guarantor attached hereto as Exhibit A, duly executed and delivered by an authorized official of each GuarantorEffective Date; (d) Each the Administrative Agent shall have received an amendment a favorable opinion of Dechert LLP, counsel to the Fee LetterLoan Parties and an opinion of Dechert LLP, duly executed by the parties counsel to the Fee LetterLoan Parties in the United Kingdom, in form and substance satisfactory to the Administrative Agent, in each case addressed to the Administrative Agent and the same shall be in full force Lenders and effectsuch opinion or opinions of counsel to the Administrative Agent regarding this Amendment and the transactions contemplated hereby as the Administrative Agent may reasonably require; (e) Each the Administrative Agent shall have received the Intercompany Note Subordination Agreement, duly executed by the parties thereto, and the same shall be in full force and effect; (f) Each Agent shall have received amendments to the Senior Term Loan Credit Agreement, duly executed by the parties to the Senior Term Loan Credit Agreement, and the same shall be in full force and effect; (g) Each Agent shall have received the joinder documents and supplements that are required to be executed by ▇▇▇▇▇▇▇ Holdco, CLDH and BBCC pursuant to the terms a certificate of the Secretary or an Assistant Secretary of each Loan DocumentsParty certifying the resolutions of such Loan Party’s Board of Directors (or equivalent governing body) approving and authorizing the execution, which in each case shall be in form delivery and substance reasonably satisfactory to the Agents; (h) Each Agent shall have received the Senior Secured Note Intercreditor Agreement, and the same shall be in full force and effect; (i) Each Agent shall have received copies performance of the Senior Secured Note Documents, certified as true and correct copies thereof by an Authorized Person of the Borrowers; (j) The transactions contemplated by the Senior Secured Note Documents shall have been consummated and a portion of the proceeds of Senior Secured Notes shall have been used in respect of the Designated Subordinated Indebtedness Prepayment and the Designated Term Loan Prepayment; (k) After giving effect to this Amendment, the representations and warranties herein and in the Credit Agreement and the other Loan Documents to which it is a party and that there have been no changes in the certificate of incorporation and by-laws (or equivalent Constituent Documents) of such Loan Party from the certificate of incorporation and by-laws (or equivalent Constituent Documents) heretofore delivered to the Administrative Agent. (f) The Administrative Agent shall be true have received a UK debenture duly executed and correct in all material respects on delivered by the UK Guarantor (the “Debenture”) and as a UK share mortgage over the shares of the date hereofUK Guarantor duly executed and delivered by Constar Foreign Holdings, as though made on such date Inc. (except the “Share Mortgage”), each dated the Effective Date unless otherwise indicated or agreed to by the Administrative Agent, in form and substance satisfactory to the extent that Administrative Agent, together with such representations evidence, certificates, instruments and warranties relate solely to an earlier date); (l) No injunction, writ, restraining order, or other order of any nature prohibiting, directly or indirectly, the consummation documents as required by each of the transactions contemplated herein shall have been issued Debenture and remain in force by any Governmental Authority against any Borrower, any Guarantor, any Agent, or any Lender; and (m) After giving effect to this Amendment, no Default or Event of Default shall have occurred and be continuing or shall result from the consummation of the transactions contemplated hereinShare Mortgage.

Conditions Precedent to the Effectiveness of this Amendment. The effectiveness of this Amendment (and the Consent contained within this Amendment) is subject to the fulfillment, to the reasonable satisfaction of each Agent (or a written waiver by such Agent) Foothill and its counsel, of each of the following conditions: (a) Each a. Collateral Agent shall have received this Amendmenteach of the following documents, in form and substance satisfactory to Collateral Agent and its counsel, duly executed by the parties heretoexecuted, and the same each such document shall be in full force and effect; (b) U.S. Agent shall have received, in immediately available funds, the Third Amendment Fee referred to in Section 9(b) hereof; (c) Each Agent shall have received the reaffirmation and consent of each Guarantor attached hereto as Exhibit A, duly executed and delivered by an authorized official of each Guarantor; (d) Each Agent shall have received an amendment to the Fee Letter, duly executed by the parties to the Fee Letter, and the same shall be in full force and effect; (e) Each Agent shall have received the Intercompany Note Subordination Agreement, duly executed by the parties thereto, and the same shall be in full force and effect; (f) Each Agent shall have received amendments to the Senior Term Loan Credit Agreement, duly executed by the parties to the Senior Term Loan Credit Agreement, and the same shall be in full force and effect; (g) Each Agent shall have received the joinder documents and supplements that are required to be executed by ▇▇▇▇▇▇▇ Holdco, CLDH and BBCC pursuant to the terms of the Loan Documents, which in each case shall be in form and substance reasonably satisfactory to the Agents; (h) Each Agent shall have received the Senior Secured Note Intercreditor Agreement, and the same shall be in full force and effect;: (i) Each Agent shall have received copies of the Senior Secured Note Documents, certified as true and correct copies thereof by an Authorized Person of the Borrowers;this Amendment; and (jii) the Reaffirmation and Consent (as hereinafter defined). b. The transactions contemplated by the Senior Secured Note Documents shall have been consummated representations and a portion warranties in Section 3 of the proceeds of Senior Secured Notes shall have been used in respect of the Designated Subordinated Indebtedness Prepayment and the Designated Term Loan Prepayment; (k) After giving effect to this Amendment, the representations and warranties herein and in the Credit Agreement as amended by Section 1 of this Amendment, and the other Loan Documents shall be true and correct in all material respects on and as of the date hereof, as though made on such date (except to the extent that such representations and warranties relate solely to an earlier date); (l) c. After giving effect hereto, no Event of Default or event which with the giving of notice or passage of time would constitute an Event of Default shall have occurred and be continuing on the date hereof, nor shall result from the consummation of the transactions contemplated herein; d. No injunction, writ, restraining order, or other order of any nature prohibiting, directly or indirectly, the consummation of the transactions contemplated herein shall have been issued and remain in force by any Governmental Authority governmental authority against any Borrower, QSRD, any Subsidiary Guarantor, any Lender, Collateral Agent, Administrative Agent, or any Lenderof their Affiliates; e. No material adverse change shall have occurred in the financial condition of Borrower, QSRD, any Subsidiary Guarantor, or in the value of the Collateral; and (m) After giving effect to this Amendment, no Default or Event of Default shall have occurred f. All other documents and be continuing or shall result from the consummation of legal matters in connection with the transactions contemplated hereinby this Amendment shall have been delivered or executed or recorded and shall be in form and substance reasonably satisfactory to Collateral Agent and its counsel.

Conditions Precedent to the Effectiveness of this Amendment. The effectiveness of this This Amendment shall become effective as of, and with effect from, the date (and the Consent contained within this Amendment“Eighth Amendment Effective Date”) is subject to the fulfillment, to the reasonable satisfaction of each Agent (or a written waiver by such Agent) of each of the following conditionson which: (a) Each Agent The Borrower, the Facility Guarantors and each Lender shall have received this Amendment, duly executed by the parties hereto, and the same shall be in full force and effect; (b) U.S. Agent shall have received, in immediately available funds, the Third Amendment Fee referred to in Section 9(b) hereof; (c) Each Agent shall have received the reaffirmation and consent of each Guarantor attached hereto as Exhibit A, duly executed and delivered by an authorized official of each Guarantor;to the Administrative Agent this Amendment. (db) Each Agent The Borrower and the New Facility Guarantors shall have received an amendment taken all actions required in connection with the Joinder Agreement, including: (i) the Borrower and New Facility Guarantors executing and delivering to the Fee Letter, Collateral Agent duly executed copies of the Joinder Agreement, (ii) all actions necessary for the valid execution, delivery and performance by the parties to the Fee Letter, New Facility Guarantors and the same shall be in full force other Loan Parties of the Joinder Agreement and effect; (e) Each Agent shall have received the Intercompany Note Subordination Agreementall other documentation, duly executed by the parties thereto, instruments and the same shall be in full force and effect; (f) Each Agent shall have received amendments to the Senior Term Loan Credit Agreement, duly executed by the parties to the Senior Term Loan Credit Agreement, and the same shall be in full force and effect; (g) Each Agent shall have received the joinder documents and supplements that are required agreements to be executed by ▇▇▇▇▇▇▇ Holdcoin connection therewith, CLDH and BBCC pursuant (iii) the New Facility Guarantors delivering a certificate of an authorized officer relating to the terms organization and existence of such party, the authorization of the transactions contemplated by the Loan Documents, and attesting to the true signatures of each Person authorized as a signatory to any of the Loan Documents, which in together with true and accurate copies of all charter documents, (iv) the Collateral Agent having received a written legal opinion of the Loan Parties' counsel addressed to the Collateral Agent and the other Lenders, covering such matters relating to each case New Facility Guarantor's capacity to enter the Joinder Agreement, the debenture referred to (v) below and this Amendment and (v) the Collateral Agent having received a debenture from the New Facility Guarantors, providing for the grant of a second priority lien on substantially all of the assets of the New Facility Guarantors. c) American Apparel (USA) shall be have delivered a debenture to the Collateral Agent substantially similar (but for the priority of liens) to the debenture delivered by American Apparel (USA) to the collateral agent under the First Lien Credit Agreement. d) The Administrative Agent's receipt of a director or officer's certificate of each of the New Facility Guarantors, in form and substance reasonably satisfactory to the Agents; Administrative Agent: (hA) Each Agent shall have received certifying and attaching true, correct and complete copies of: (1) the Senior Secured Note Intercreditor Agreementmemorandum of association of such New Facility Guarantors, (2) the articles of association of such New Facility Guarantors, and (3) the same shall be in full force and effect; (i) Each Agent shall have received copies resolutions of the Senior Secured Note Documentsboard of directors of such New Facility Guarantors, certified as true authorizing such New Facility Guarantors' entry into the Loan Documents to which it is a party; and correct copies thereof by an Authorized Person (B) certifying the incumbency of the Borrowers; (j) The transactions contemplated by the Senior Secured Note Documents shall have been consummated and a portion directors of the proceeds of Senior Secured Notes shall have been used such New Facility Guarantors authorized to act in respect of the Designated Subordinated Indebtedness Prepayment and the Designated Term Loan Prepayment; (k) After giving effect to connection with this Amendment, the representations and warranties herein and in the Credit Agreement Amendment and the other Loan Documents to which each of such New Facility Guarantors are a party and providing a specimen signature of such directors of such New Facility Guarantors who will be signing Loan Documents on the Eighth Amendment Effective Date and thereafter. e) All corporate and other proceedings required in connection with this Amendment, and all documents, instruments and other legal matters in connection with the transactions contemplated by this Amendment, shall be satisfactory in all respects to the Lenders, and the Lenders shall have received such documents and certificates as the Lenders or their counsel may reasonably request relating to the authorization of the transactions contemplated by this Amendment, all in form and substance satisfactory to the Lenders and their counsel. f) Each of the representations and warranties contained in Section VI (Representations and Warranties) of this Amendment shall be true and correct in all material respects on and as of the date hereof, as though made on such date (except to the extent that such representations and warranties relate solely to an earlier date);correct. (l) No injunction, writ, restraining order, or other order of any nature prohibiting, directly or indirectly, the consummation of the transactions contemplated herein shall have been issued and remain in force by any Governmental Authority against any Borrower, any Guarantor, any Agent, or any Lender; and (mg) After giving effect to this Amendment, no Default or Event of Default shall have occurred and be continuing or shall result from the consummation as of the transactions date hereof. h) No litigation shall have been commenced against any Loan Party or any of its Subsidiaries, either on the date hereof or the Eighth Amendment Effective Date, seeking to restrain or enjoin (whether temporarily, preliminarily or permanently) the performance of any action by any Loan Party required or contemplated hereinby this Amendment or the Credit Agreement as amended by this Amendment or any Loan Document. i) The Administrative Agent shall have received a true, correct and complete copy, certified as such by the Borrower, of the First Lien Amendment, which shall be in effect as of the Eighth Amendment Effective Date and certified as such by the Borrower. j) The Administrative Agent shall have received from each New Facility Guarantor executing a Loan Document, a completed and executed Perfection Certificate and the results of lien searches with respect to the Collateral of New Facility Guarantors, indicating no Liens other than Permitted Encumbrances and otherwise in form and substance reasonably satisfactory to the Administrative Agent.

Conditions Precedent to the Effectiveness of this Amendment. The effectiveness of this This Amendment (and the Consent contained within this Amendment) is subject to the fulfillment, to the reasonable satisfaction of each Agent (or a written waiver by such Agent) of each shall become effective as of the date hereof on the date (the "Amendment Effective Date") when the following conditions:conditions precedent have been satisfied (unless waived by the undersigned Lenders): (a) Each 14.01 The Agent shall have received on or before the Amendment Effective Date all of the following, all of which, except as otherwise specifically described below, shall be in form and substance satisfactory to the Agent and the undersigned and in sufficient copies for each of the Lenders party to this Amendment, : (i) This Amendment duly executed by the parties Borrower and each of the Lenders which is set forth on the signature pages hereto, and the same shall be in full force and effect; (bii) U.S. Agent shall have received, New Revolving Credit Notes dated the Amendment Effective Date and made by the Borrower in immediately available funds, favor of the Third Amendment Fee referred Revolving Credit Lenders in the aggregate principal amount of $60,000,000 evidencing the Obligations to in Section 9(b) hereofrepay the Revolving Loans; (ciii) Each Agent shall have received Any amendments to the reaffirmation and consent Real Property Security Documents listed in Section C of each Guarantor the List of Closing Documents attached hereto to the Credit Agreement as Exhibit AF (the "Closing List") which the Agent deems necessary or desirable in connection with the increase in the aggregate Revolving Credit Commitments from $50,000,000 to $60,000,000, duly executed together with such endorsements to Title Policies, certified Surveys, and delivered by an authorized official of each Guarantorlocal counsel opinions with respect thereto and such other agreements, documents and instruments which the Agent deems necessary or desirable; (div) Each Agent shall have received an amendment to the Fee LetterA favorable opinion of Weil, duly executed by the parties to the Fee Letter, and the same shall be in full force and effect; (e) Each Agent shall have received the Intercompany Note Subordination Agreement, duly executed by the parties thereto, and the same shall be in full force and effect; (f) Each Agent shall have received amendments to the Senior Term Loan Credit Agreement, duly executed by the parties to the Senior Term Loan Credit Agreement, and the same shall be in full force and effect; (g) Each Agent shall have received the joinder documents and supplements that are required to be executed by Gotshal & ▇▇▇▇▇▇▇ Holdco, CLDH and BBCC pursuant counsel to the terms Borrower and the Guarantors, dated the Amendment Effective Date and addressed to the Agent, the Lenders and the Issuing Banks, with respect to such matters relating to this Amendment as the Agent may reasonably request, including with respect to the 12% Debenture Indenture and the 12.25% Debenture Indenture and a favorable opinion of ▇▇▇▇▇▇ ▇. ▇▇▇▇, general counsel of the Loan DocumentsBorrower and the Guarantors, which in each case shall be in form dated the Amendment Effective Date and substance reasonably satisfactory addressed to the AgentsAgent, the Lenders and the Issuing Banks, with respect to such matters relating to this Amendment as the Agent may reasonably request; without limiting the foregoing, the Borrower and the Guarantors hereby direct their counsel, Weil, Gotshal & ▇▇▇▇▇▇, and their general counsel, ▇▇▇▇▇▇ ▇. ▇▇▇▇, to prepare and deliver to the Agent, the Lenders, the Issuing Banks and Sidley & Austin, such opinions; (hv) Each Agent shall have received An updated Borrowing Base Certificate (including, without limitation, information with respect to Eligible Fixed Assets), certified as being true, accurate and complete as of October 31, 1995 by the Senior Secured Note Intercreditor Agreementchief financial officer, and treasurer or controller of the same shall be in full force and effectBorrower; (ivi) Each Agent shall have received copies Updated organizational documents, good standing certificates and Assistant Secretarys' or Assistant Clerks' certificates for the Borrower and the Guarantors in substantially the respective forms delivered on the Closing Date pursuant to Section D of the Senior Secured Note DocumentsClosing List, certified with such changes as true and correct copies thereof by an Authorized Person of the BorrowersAgent may deem appropriate in connection with this Amendment; (jvii) The Borrower shall have paid to the Agent, for the account of the Revolving Credit Lenders in accordance with their respective Revolving Credit Pro Rata Shares (calculated after giving effect to the effectiveness of this Amendment), an amendment fee in an amount equal to $150,000; and (viii) A certificate of an officer of the Borrower dated the Amendment Effective Date certifying as to the matters set forth in Sections 14.02 and 14.04 of this Amendment and certifying as to the Solvency of the Borrower and the Borrower's Subsidiaries after giving effect to the transactions contemplated by the Senior Secured Note Documents shall have been consummated and a portion of the proceeds of Senior Secured Notes shall have been used in respect of the Designated Subordinated Indebtedness Prepayment and the Designated Term Loan Prepayment; (k) After giving effect to this Amendment, . 14.02 Each of the representations and warranties herein of the Borrower and the Guarantors contained in the Credit Agreement and in the other Loan Documents (other than any representations and warranties relating to the Borrower's compliance with Section 10.01 of the Credit Agreement, or to the matters referred to in Section 13.02 hereof) shall be true and correct in all material respects on and as of the date hereofAmendment Effective Date, as though made on such date (except to the extent that any such representations representation or warranty expressly relates to a prior date, in which case, such representation and warranties relate solely to an warranty shall be true and correct as of such earlier date);. (l) No injunction14.03 All corporate and other proceedings, writand all documents, restraining order, or instruments and other order of any nature prohibiting, directly or indirectly, the consummation of legal matters in connection with the transactions contemplated herein shall have been issued and remain in force by any Governmental Authority against any Borrower, any Guarantor, any Agent, or any Lender; and (m) After giving effect to this Amendment, no Default or Event of Default shall have occurred be satisfactory in all respects in form and be continuing or shall result from substance to the consummation of the transactions contemplated hereinAgent.

Conditions Precedent to the Effectiveness of this Amendment. The effectiveness (a) Section 1 of this Amendment shall become effective as of the date (the “Incremental Facility Closing Date”) when, and the Consent contained within this Amendment) is subject to the fulfillmentonly when, to the reasonable satisfaction of each Agent (or a written waiver by such Agent) of each of the following conditionsconditions precedent shall have been (or are or will be substantially concurrently therewith) satisfied or waived by the Administrative Agent: (ai) Each The Administrative Agent shall have received this Amendment, duly executed by the parties heretoBorrower, the Administrative Agent and the Additional Lenders; (ii) All corporate and other proceedings, and all documents, instruments and other legal matters in connection with the same transactions contemplated by this Amendment, shall be reasonably satisfactory in all respects to the Administrative Agent; (iii) After giving effect to Amendment, all conditions precedents in Section 4.02 of the Credit Agreement shall be satisfied; (iv) The Borrower shall have paid all reasonable out-of-pocket costs and expenses of the Administrative Agent in connection with the preparation, reproduction, execution and delivery of this Amendment (including, without limitation, the reasonable fees and out-of-pocket expenses of counsel for the Administrative Agent with respect thereto); (v) The Administrative Agent shall have received (i) an Incremental Facility Amendment Lender Addendum from each of the Additional Lenders; (vi) The Borrower shall be in full force and effectcompliance on a Pro Forma Basis with the Financial Performance Covenants after giving effect to the Additional Revolving Commitment; (bvii) U.S. Agent The Borrower shall have paid to each Additional Lender a fee equal to .625% of each Additional Lender’s Additional Revolving Commitment; (viii) Each Additional Lender shall have received, if requested, at least three days in immediately available fundsadvance of the Incremental Facility Closing Date, one or more Notes payable to the Third Amendment Fee referred order of such Additional Lender duly executed by the Borrower in substantially the form of Exhibit G to in Section 9(b) hereof;the Credit Agreement; and (cix) Each The Administrative Agent shall have received the reaffirmation and consent of each Guarantor attached hereto as Exhibit Aa legal opinion, duly executed and delivered by an authorized official of each Guarantor; (d) Each Agent shall have received an amendment to the Fee Letter, duly executed by the parties to the Fee Letter, and the same shall be in full force and effect; (e) Each Agent shall have received the Intercompany Note Subordination Agreement, duly executed by the parties thereto, and the same shall be in full force and effect; (f) Each Agent shall have received amendments to the Senior Term Loan Credit Agreement, duly executed by the parties to the Senior Term Loan Credit Agreement, and the same shall be in full force and effect; (g) Each Agent shall have received the joinder documents and supplements that are required to be executed by ▇▇▇▇▇▇▇ Holdco, CLDH and BBCC pursuant to the terms of the Loan Documents, which in each case shall be in form and substance reasonably satisfactory to the Agents; (h) Each Agent shall have received the Senior Secured Note Intercreditor AgreementAdministrative Agent, and the same shall be in full force and effect; (i) Each Agent shall have received copies of the Senior Secured Note Documentsfrom Ropes & ▇▇▇▇ LLP, certified as true and correct copies thereof by an Authorized Person of the Borrowers; (j) The transactions contemplated by the Senior Secured Note Documents shall have been consummated and a portion of the proceeds of Senior Secured Notes shall have been used in respect of the Designated Subordinated Indebtedness Prepayment and the Designated Term Loan Prepayment; (k) After giving effect to this Amendment, the representations and warranties herein and in the Credit Agreement and the other Loan Documents shall be true and correct in all material respects on and as of the date hereof, as though made on such date (except special counsel to the extent that such representations and warranties relate solely to an earlier date); (l) No injunction, writ, restraining order, or other order of any nature prohibiting, directly or indirectly, the consummation of the transactions contemplated herein shall have been issued and remain in force by any Governmental Authority against any Borrower, any Guarantor, any Agent, or any Lender; and (m) After giving effect to this Amendment, no Default or Event of Default shall have occurred and be continuing or shall result from the consummation of the transactions contemplated hereinLoan Parties.

Conditions Precedent to the Effectiveness of this Amendment. The effectiveness of this Amendment (Amendment, Consent and the Consent contained within this Amendment) Waiver is subject to the fulfillment, to the reasonable satisfaction of each Agent (or a written waiver by such Agent) Agents and their counsel, of each of the following conditions: (a) Each a. Collateral Agent shall have received this Amendmenteach of the following documents, in form and substance satisfactory to Collateral Agent and its counsel, duly executed by the parties heretoexecuted, and the same each such document shall be in full force and effect: (i) this Amendment, Consent and Waiver; (ii) the Reaffirmation and Consent (as hereinafter defined); (iii) an amendment to the Mortgage satisfactory to Collateral Agent and its counsel releasing the Lien of the Mortgage in the Sold Properties and bringing under the encumbrance of the Mortgage the Acquired Properties; and (iv) the certificate required by Section 9.14(vi) executed by a Responsible Officer of Borrower certifying (a) that no Event of Default has occurred and is continuing, (b) U.S. to the valuation of the Oil and Gas Properties involved in the Subject Transaction utilizing the NYMEX Swap Price for valuation purposes, (c) that the Subject Transaction will not violate any of the Dollar limitations or other conditions set forth in Section 9.14 with the exception of the $1,000,000 overall fiscal year limitation on the sale or other disposition of Oil and Gas Properties which requirement has been waiver by this Amendment, Consent and Waiver, (d) that the Subject Transaction will not result in an Overadvance, and (e) the consideration and manner of the payment thereof to be received by Borrower with respect to the Subject Transaction. b. Administrative Agent shall have received, for the ratable benefit of the Lenders, an amendment, consent and waiver fee of $35,000, which fee is earned in immediately available fundsfull by the Lenders, due and payable by Borrower to the Third Amendment Fee referred to Lenders on the date hereof, and non-refundable when paid; c. The representations and warranties in Section 9(b) hereof; (c) Each Agent shall have received the reaffirmation and consent 5 of each Guarantor attached hereto as Exhibit A, duly executed and delivered by an authorized official of each Guarantor; (d) Each Agent shall have received an amendment to the Fee Letter, duly executed by the parties to the Fee Letter, and the same shall be in full force and effect; (e) Each Agent shall have received the Intercompany Note Subordination Agreement, duly executed by the parties thereto, and the same shall be in full force and effect; (f) Each Agent shall have received amendments to the Senior Term Loan Credit Agreement, duly executed by the parties to the Senior Term Loan Credit Agreement, and the same shall be in full force and effect; (g) Each Agent shall have received the joinder documents and supplements that are required to be executed by ▇▇▇▇▇▇▇ Holdco, CLDH and BBCC pursuant to the terms of the Loan Documents, which in each case shall be in form and substance reasonably satisfactory to the Agents; (h) Each Agent shall have received the Senior Secured Note Intercreditor Agreement, and the same shall be in full force and effect; (i) Each Agent shall have received copies of the Senior Secured Note Documents, certified as true and correct copies thereof by an Authorized Person of the Borrowers; (j) The transactions contemplated by the Senior Secured Note Documents shall have been consummated and a portion of the proceeds of Senior Secured Notes shall have been used in respect of the Designated Subordinated Indebtedness Prepayment and the Designated Term Loan Prepayment; (k) After giving effect to this Amendment, Consent and Waiver, the representations Agreement as amended by Section 2 of this Amendment, Consent and warranties herein and in the Credit Agreement Waiver, and the other Loan Documents shall be true and correct in all material respects on and as of the date hereof, as though made on such date (except to the extent that such representations and warranties relate solely to an earlier date); (l) d. After giving effect hereto, no Event of Default or event which with the giving of notice or passage of time would constitute an Event of Default shall have occurred and be continuing on the date hereof, nor shall result from the consummation of the transactions contemplated herein; e. No injunction, writ, restraining order, or other order of any nature prohibiting, directly or indirectly, the consummation of the transactions contemplated herein shall have been issued and remain in force by any Governmental Authority governmental authority against any Borrower, QSRD, any Subsidiary Guarantor, any Lender, Collateral Agent, Administrative Agent, or any Lenderof their Affiliates; f. No material adverse change shall have occurred in the financial condition of Borrower, QSRD, any Subsidiary Guarantor, or in the value of the Collateral; and (m) After giving effect to g. All other documents and legal matters in connection with the transactions contemplated by this Amendment, no Default or Event of Default Consent and Waiver shall have occurred been delivered or executed or recorded and shall be continuing or shall result from the consummation of the transactions contemplated hereinin form and substance reasonably satisfactory to Collateral Agent and its counsel.

Conditions Precedent to the Effectiveness of this Amendment. The effectiveness This Amendment shall become effective as of the first date on which the Administrative Agent shall have received counterparts of this Amendment (executed by the Borrower and the Consent contained within Required Lenders or, as to any of the Lender Parties, advice satisfactory to the Administrative Agent that such Lender Party has executed this Amendment. Sections 1 and 2 of this Amendment shall become effective as of the first date (the "AMENDMENT NO. 6 EFFECTIVE DATE") is subject to the fulfillmenton which, to the reasonable satisfaction of each Agent (or a written waiver by such Agent) of and only if, each of the following conditionsconditions precedent shall have been satisfied: (a) Each The Administrative Agent shall have received this Amendment, duly the Consent attached hereto executed by the parties heretoBorrower and UIC Holdings, and the same shall be in full force and effect;L.L.C. (b) U.S. The Administrative Agent shall have received, in immediately available fundssufficient copies for each Lender, executed copies of the Third Amendment Fee referred Bayer Transaction Documents, in form and substance satisfactory to in Section 9(b) hereof;the Administrative Agent. (c) Each The Administrative Agent shall have received the reaffirmation and consent of each Guarantor attached hereto as Exhibit A, duly executed and delivered by an authorized official of each Guarantor; (d) Each Agent shall have received an amendment to the Fee Letter, duly executed by the parties to the Fee Letter, and the same shall be in full force and effect; (e) Each Agent shall have received the Intercompany Note Subordination Agreement, duly executed by the parties thereto, and the same shall be in full force and effect; (f) Each Agent shall have received amendments to the Senior Term Loan Credit Agreement, duly executed by the parties to the Senior Term Loan Credit Agreement, and the same shall be in full force and effect; (g) Each Agent shall have received the joinder documents and supplements that are required to be executed by ▇▇▇▇▇▇▇ HoldcoNotes duly endorsed in blank. (d) All of the consents, CLDH approvals and BBCC pursuant authorizations of, and notices and filings to or with, and other actions by, any governmental or regulatory authority or any other Person necessary in connection with this Amendment or any of the other transactions contemplated hereby shall have been obtained (without the imposition of any conditions that are not reasonably acceptable to the terms of the Loan Documents, which in each case Required Lenders) and shall be in form and substance reasonably satisfactory to the Agents; (h) Each Agent shall have received the Senior Secured Note Intercreditor Agreement, and the same shall be remain in full force and effect; (i) Each Agent ; and no law, rule or regulation shall have received copies be applicable in the reasonable judgment of the Senior Secured Note DocumentsRequired Lenders that restrains, certified as true and correct copies thereof by an Authorized Person of the Borrowers; (j) The transactions contemplated by the Senior Secured Note Documents shall have been consummated and a portion of the proceeds of Senior Secured Notes shall have been used in respect of the Designated Subordinated Indebtedness Prepayment and the Designated Term Loan Prepayment; (k) After giving effect to prevents or imposes materially adverse conditions upon this Amendment, the Bayer Transaction or any of the other transactions contemplated hereby. (e) The representations and warranties herein and contained in each of the Credit Agreement and the other Loan Documents shall be true and correct in all material respects on and as of the date hereofAmendment No. 6 Effective Date, as though made on such date (except to the extent that such representations before and warranties relate solely to an earlier date); (l) No injunction, writ, restraining order, or other order of any nature prohibiting, directly or indirectly, the consummation of the transactions contemplated herein shall have been issued and remain in force by any Governmental Authority against any Borrower, any Guarantor, any Agent, or any Lender; and (m) After after giving effect to this Amendment, no Default as though made on and as of such date (except (i) for any such representation and warranty that, by its terms, refers to a specific date other than the Amendment No. 6 Effective Date, in which case as of such specific date, and (ii) that the financial statements of the Borrower referred to in Sections 4.01(f) and 4.01(g) of the Credit Agreement shall be deemed to refer to the Consolidated financial statements of the Borrower and its Subsidiaries comprising part of the Required Financial Information most recently delivered to the Administrative Agent and the Lender Parties pursuant to Sections 5.03(c) and 5.03(d) of the Credit Agreement, respectively, on or Event of Default prior to the Amendment No. 6 Effective Date). (f) No event shall have occurred and be continuing or shall result from the consummation effectiveness of this Amendment that constitutes a Default. (g) All of the transactions contemplated accrued fees and expenses of the Administrative Agent, the Lead Arranger and Book Manager and the Lender Parties (including the accrued fees and expenses of counsel for the Agents) that are then due and payable shall have been paid in full. (h) The Administrative Agent shall have received on or before the Amendment No. 6 Effective Date the following, each dated such date (unless otherwise specified), in form and substance satisfactory to the Administrative Agent and in sufficient copies for each Lender Party: (i) Certified copies of the resolutions of the Board of Directors of the Borrower approving this Amendment, and of all documents evidencing other necessary corporate action and governmental and other third party approvals and consents, if any, with respect to this Amendment. (ii) A certificate of the Secretary or an Assistant Secretary of the Borrower certifying the names and true signatures of the officers of the Borrower authorized to sign this Amendment and the other documents to be delivered hereunder. (iii) Such financial, business and other information regarding the Borrower and its property, assets and businesses as the Administrative Agent or the Lender Parties shall have requested. (iv) Such other opinions, certificates, documents and information as the Administrative Agent or the Required Lenders may reasonably request. The effectiveness of this Amendment is further conditioned upon the accuracy of all of the factual matters described herein. This Amendment is subject to the provisions of Section 8.01 of the Credit Agreement, except that no amendment or waiver of any provision of this Section 3, nor consent to any departure by the Parent Guarantor or the Borrower therefrom, shall in any event be effective unless the same shall be in writing and signed by the Required Lenders.

Conditions Precedent to the Effectiveness of this Amendment. The effectiveness of the provisions of Section 2 of this Amendment (is conditioned upon, and the Consent contained within this Amendment) is subject to the fulfillmentsuch provisions shall not be effective until, to the reasonable satisfaction of each Agent (or a written waiver by such Agent) of each of the following conditions:conditions (the first date on which all of the following conditions have been satisfied being referred to herein as the “First Amendment Effective Date”): (a) Each The Administrative Agent shall have received this Amendment, duly executed and delivered by the parties heretoBorrower, the Administrative Agent, the Lenders constituting Required Lenders and the same shall be Term Loan Lenders (as defined in full force and effect;the Amended Credit Agreement). (b) U.S. The Administrative Agent shall have receivedreceived a certificate of a Responsible Officer of the Borrower, dated the First Amendment Effective Date, certifying that (A) either (1) the copies of the certificate of incorporation of the Borrower and by-laws of the Borrower delivered most recently to the Administrative Agent prior to the First Amendment Effective Date continue to be true and correct copies thereof as of the First Amendment Effective Date or (2) attaching true and correct copies thereof as of the First Amendment Effective Date, (B) attached thereto are true and correct copies of resolutions duly adopted by the board of directors of the Borrower and continuing in immediately available fundseffect, which authorize the Third execution, delivery and performance by the Borrower of this Amendment Fee referred and the other documents executed or to be executed by the Borrower in Section 9(bconnection with the transactions contemplated hereby and (C) hereof;attached thereto is a good standing certificate for the Borrower from the Delaware Secretary of State. (c) Each The Administrative Agent shall have received a Term Loan Note (as defined in the reaffirmation and consent of Amended Credit Agreement) for each Guarantor attached hereto as Exhibit ATerm Loan Lender that has requested the same, duly executed and delivered by an authorized official the Borrower in favor of each Guarantor;such Term Loan Lender (the “Term Loan Notes”). (d) Each Agent No Default or Event of Default shall have received an amendment to the Fee Letter, duly executed by the parties to the Fee Letter, occurred and the same shall be in full force and effect;continuing. (e) Each Agent shall have received the Intercompany Note Subordination Agreement, duly executed by the parties thereto, and the same shall be in full force and effect; (f) Each Agent shall have received amendments to the Senior Term Loan Credit Agreement, duly executed by the parties to the Senior Term Loan Credit Agreement, and the same shall be in full force and effect; (g) Each Agent shall have received the joinder documents and supplements that are required to be executed by ▇▇▇▇▇▇▇ Holdco, CLDH and BBCC pursuant to the terms of the Loan Documents, which in each case shall be in form and substance reasonably satisfactory to the Agents; (h) Each Agent shall have received the Senior Secured Note Intercreditor Agreement, and the same shall be in full force and effect; (i) Each Agent shall have received copies of the Senior Secured Note Documents, certified as true and correct copies thereof by an Authorized Person of the Borrowers; (j) The transactions contemplated by the Senior Secured Note Documents shall have been consummated and a portion of the proceeds of Senior Secured Notes shall have been used in respect of the Designated Subordinated Indebtedness Prepayment and the Designated Term Loan Prepayment; (k) After giving effect to this Amendment, the representations and warranties herein and made by the Borrower in the Credit Agreement and the other Loan Documents that does not contain a materiality or Material Adverse Effect qualification shall be true and correct in all material respects on and as of the date hereofFirst Amendment Effective Date, and each of the representations and warranties made by the Borrower in the Credit Agreement that contains a materiality or Material Adverse Effect qualification shall be true and correct on and as though made on such date of the First Amendment Effective Date (except or, to the extent that such representations and warranties specifically relate solely to an earlier date, such representations and warranties were true and correct in all material respects, or true and correct in all respects, as the case may be, as of such earlier date);. (lf) No injunction, writ, restraining order, or other order The Administrative Agent shall have received a certificate of any nature prohibiting, directly or indirectly, the consummation a Responsible Officer of the transactions contemplated herein Borrower certifying as to the matters described in clauses (d) and (e) above and attaching a calculation of the Total Leverage Ratio as of the First Amendment Effective Date after giving pro forma effect to the incurrence of the Initial Term Loan and use of proceeds thereof on the First Amendment Effective Date. (g) The Administrative Agent shall have received a legal opinion from Faegre Drinker ▇▇▇▇▇▇ & ▇▇▇▇▇ LLP, special counsel to the Borrower, dated as of the First Amendment Effective Date, in form and substance satisfactory to the Administrative Agent. (h) All fees and expenses required to be paid to the Administrative Agent (including the reasonable and documented fees, charges and disbursements of external counsel for the Administrative Agent) and the Lenders on or prior to the First Amendment Effective Date (including all fees payable pursuant to any engagement or fee letter) shall have been issued and remain in force by any Governmental Authority against any Borrower, any Guarantor, any Agent, or any Lender; and (m) After giving effect to this Amendment, no Default or Event of Default shall have occurred and be continuing or shall result from the consummation of the transactions contemplated hereinpaid.

Conditions Precedent to the Effectiveness of this Amendment. The effectiveness of this Amendment (and the Consent contained within this Amendment) is subject to the fulfillment, to the reasonable satisfaction of each Agent (or a written waiver by such Agent) Foothill and its counsel, of each of the following conditions: (a) Each Agent a. Foothill shall have received this Amendmenta certificate of the Secretary of Borrower attesting to the resolutions of Borrower's Board of Directors authorizing the 41 execution, duly executed by the parties heretodelivery, and the same shall be in full force and effect; (b) U.S. Agent shall have received, in immediately available funds, the Third Amendment Fee referred to in Section 9(b) hereof; (c) Each Agent shall have received the reaffirmation and consent of each Guarantor attached hereto as Exhibit A, duly executed and delivered by an authorized official of each Guarantor; (d) Each Agent shall have received an amendment to the Fee Letter, duly executed by the parties to the Fee Letter, and the same shall be in full force and effect; (e) Each Agent shall have received the Intercompany Note Subordination Agreement, duly executed by the parties thereto, and the same shall be in full force and effect; (f) Each Agent shall have received amendments to the Senior Term Loan Credit Agreement, duly executed by the parties to the Senior Term Loan Credit Agreement, and the same shall be in full force and effect; (g) Each Agent shall have received the joinder documents and supplements that are required to be executed by ▇▇▇▇▇▇▇ Holdco, CLDH and BBCC pursuant to the terms performance of the Loan Documents, which in each case shall be in form Agreement as amended by this Amendment and substance reasonably satisfactory authorizing the specific officers of Borrower to the Agentsexecute same; (h) Each Agent shall have received the Senior Secured Note Intercreditor Agreement, b. The representations and the same shall be warranties in full force and effect; (i) Each Agent shall have received copies of the Senior Secured Note Documents, certified as true and correct copies thereof by an Authorized Person of the Borrowers; (j) The transactions contemplated by the Senior Secured Note Documents shall have been consummated and a portion of the proceeds of Senior Secured Notes shall have been used in respect of the Designated Subordinated Indebtedness Prepayment and the Designated Term Loan Prepayment; (k) After giving effect to this Amendment, the representations and warranties herein and in the Credit Agreement as amended by this Amendment, and the other Loan Documents shall be true and correct in all material respects on and as of the date hereof, as though made on such date (except to the extent that such representations and warranties relate solely to an earlier date); (l) c. After giving effect hereto, no Event of Default or event which with the giving of notice or passage of time would constitute an Event of Default shall have occurred and be continuing on the date hereof, nor shall result from the consummation of the transactions contemplated herein; d. No injunction, writ, restraining order, or other order of any nature prohibiting, directly or indirectly, the consummation of the transactions contemplated herein shall have been issued and remain in force by any Governmental Authority governmental authority against any Borrower, any Guarantor, any AgentFoothill, or any Lenderof their Affiliates; e. No material adverse change shall have occurred in the financial condition of Borrower or in the value of the Collateral that has not been disclosed to Foothill; f. Foothill shall have received this duly executed Amendment, which shall be in full force and effect; g. Foothill shall have received the form of the Second Amended and Restated Subordinated Promissory Note, in form and substance satisfactory to Foothill and its counsel; h. Foothill shall have received the form of the Amended and Restated MEIH Current Advances Promissory Note, in form and substance satisfactory to Foothill and its counsel; i. Foothill shall have received the Fourth Amendment Fee of $5,000; and (m) After giving effect to this Amendment, no Default or Event of Default shall have occurred j. All other documents and be continuing or shall result from the consummation of legal matters in connection with the transactions contemplated hereinby this Amendment shall have been delivered or executed or recorded and shall be in form and substance satisfactory to Foothill and its counsel.

Conditions Precedent to the Effectiveness of this Amendment. The effectiveness This Amendment shall become effective as of the first date (the "AMENDMENT NO. 10 EFFECTIVE DATE") on which (i) the Administrative Agent shall have received counterparts of (A) this Amendment (executed by the Borrower and the Consent contained within this AmendmentRequired Lenders (including in any event Lenders holding more than 50% of the aggregate Commitments under the Term B Facility) is subject or, as to any of the Lender Parties, advice satisfactory to the fulfillmentAdministrative Agent that such Lender Party has executed this Amendment and (B) the Consent attached hereto, to the reasonable satisfaction of executed by UIC Holdings LLC and each Agent other Loan Party, and (or a written waiver by such Agentii) of each of the following conditionsconditions precedent shall have been satisfied: (a) Each Agent shall have received this Amendment, duly executed by the parties hereto, and the same shall be in full force and effect; (b) U.S. Agent shall have received, in immediately available funds, the Third Amendment Fee referred to in Section 9(b) hereof; (c) Each Agent shall have received the reaffirmation and consent of each Guarantor attached hereto as Exhibit A, duly executed and delivered by an authorized official of each Guarantor; (d) Each Agent shall have received an amendment to the Fee Letter, duly executed by the parties to the Fee Letter, and the same shall be in full force and effect; (e) Each Agent shall have received the Intercompany Note Subordination Agreement, duly executed by the parties thereto, and the same shall be in full force and effect; (f) Each Agent shall have received amendments to the Senior Term Loan Credit Agreement, duly executed by the parties to the Senior Term Loan Credit Agreement, and the same shall be in full force and effect; (g) Each Agent shall have received the joinder documents and supplements that are required to be executed by ▇▇▇▇▇▇▇ Holdco, CLDH and BBCC pursuant to the terms of the Loan Documents, which in each case shall be in form and substance reasonably satisfactory to the Agents; (h) Each Agent shall have received the Senior Secured Note Intercreditor Agreement, and the same shall be in full force and effect; (i) Each Agent shall have received copies of the Senior Secured Note Documents, certified as true and correct copies thereof by an Authorized Person of the Borrowers; (j) The transactions contemplated by the Senior Secured Note Documents shall have been consummated and a portion of the proceeds of Senior Secured Notes shall have been used in respect of the Designated Subordinated Indebtedness Prepayment and the Designated Term Loan Prepayment; (k) After giving effect to this Amendment, the representations and warranties herein and contained in each of the Credit Agreement and the other Loan Documents shall be true and correct in all material respects on and as of the date hereofAmendment No. 10 Effective Date, as though made on such date (except to the extent that such representations and warranties relate solely to an earlier date); (l) No injunction, writ, restraining order, or other order of any nature prohibiting, directly or indirectly, the consummation of the transactions contemplated herein shall have been issued and remain in force by any Governmental Authority against any Borrower, any Guarantor, any Agent, or any Lender; and (m) After after giving effect to this Amendment, no Default as though made on and as of such date (except (i) for any such representation and warranty that, by its terms, refers to a specific date other than the Amendment No. 10 Effective Date, in which case as of such specific date, and (ii) that the financial statements of the Borrower referred to in Sections 4.01(f) and 4.01(g) of the Credit Agreement shall be deemed to refer to the financial statements of the Borrower comprising part of the Required Financial Information most recently delivered to the Administrative Agent and Amendment No. 10 to the United Industries Credit Agreement the Lender Parties pursuant to Sections 5.03(c) and 5.03(d), respectively, on or Event of Default prior to the Amendment No. 10 Effective Date). (b) No event shall have occurred and be continuing or shall result from the consummation effectiveness of this Amendment that constitutes a Default. (c) All of the transactions contemplated hereinaccrued fees and expenses of the Administrative Agent, the Lead Arranger and Book Manager and the Lender Parties (including the accrued fees and expenses of counsel for the Agents) that are then due and payable shall have been paid in full.

Conditions Precedent to the Effectiveness of this Amendment. The effectiveness of this Amendment (and the Consent contained within this Amendment) is subject to the fulfillment, to the reasonable satisfaction of each Agent (or a written waiver by such Agent) of each of the following conditionsconditions precedent: (a) Each Agent The Lender shall have received this Amendment, duly executed by the parties hereto, Borrower and the same shall be in full force and effect;Guarantors. (b) U.S. Agent shall a certificate dated the date hereof, signed by a duly authorized officer, director or manager of the Borrower and the Guarantors, containing certified copies of (i) resolutions duly adopted by the board of directors or other applicable authorizing body of the Borrower and the Guarantors, as applicable, authorizing the execution and delivery of this Amendment and all documents required to be delivered in connection herewith, and all transactions contemplated herein; (ii) a statement containing the true and correct names, titles and signatures of individuals or entities authorized to sign such documents and authorize such transactions; (iii) a statement that the Borrower and each Guarantor is in good standing (or the substantive equivalent in each relevant jurisdiction) in the Borrower’s and each Guarantors’ jurisdiction of incorporation, organization or formation and in each jurisdiction in which it is qualified as a foreign corporation or other entity to do business; and (v) and a statement that there have receivedbeen no modifications to the Borrower’s or any Guarantor’s formation or governance documents since November 29, 2021 except as contained in immediately available funds, the Third Amendment Fee referred documents attached to in Section 9(b) hereof;the certificate. (c) Each Agent The Lender shall have received such documents and certificates as the reaffirmation and consent of each Guarantor attached hereto as Exhibit A, duly executed and delivered by an authorized official of each Guarantor; (d) Each Agent shall have received an amendment Lender or its counsel may reasonably request relating to the Fee Letterorganization, duly executed by the parties to the Fee Letter, existence and the same shall be in full force and effect; (e) Each Agent shall have received the Intercompany Note Subordination Agreement, duly executed by the parties thereto, and the same shall be in full force and effect; (f) Each Agent shall have received amendments to the Senior Term Loan Credit Agreement, duly executed by the parties to the Senior Term Loan Credit Agreement, and the same shall be in full force and effect; (g) Each Agent shall have received the joinder documents and supplements that are required to be executed by ▇▇▇▇▇▇▇ Holdco, CLDH and BBCC pursuant to the terms good standing of the Loan DocumentsCredit Parties, which in each case shall be the authorization of this Amendment and any other legal matters relating to such Credit Parties, the Credit Documents or this Amendment, all in form and substance reasonably satisfactory to the Agents;Lender and its counsel. (hd) Each Agent The Lender shall have received the Senior Secured a Second Amended and Restated Note Intercreditor Conversion Option Agreement, duly executed by the Borrower and the same shall be in full force and effect;Guarantors (ie) Each Agent The Lender shall have received copies payment of the Senior Secured Note Documents, certified as true Lender’s fees and correct copies thereof by an Authorized Person reasonable out-of-pocket expenses (including reasonable out-of-pocket fees and expenses of counsels for the Borrowers; (jLender) The transactions contemplated by the Senior Secured Note Documents shall have been consummated and a portion of the proceeds of Senior Secured Notes shall have been used in respect of the Designated Subordinated Indebtedness Prepayment and the Designated Term Loan Prepayment; (k) After giving effect to connection with this Amendment, the representations and warranties herein and in the Credit Agreement and the other Loan Documents shall be true and correct in all material respects on and as of the date hereof, as though made on such date (except to the extent that such representations and warranties relate solely to an earlier date); (l) No injunction, writ, restraining order, or other order of any nature prohibiting, directly or indirectly, the consummation of the transactions contemplated herein shall have been issued and remain in force by any Governmental Authority against any Borrower, any Guarantor, any Agent, or any Lender; and (m) After giving effect to this Amendment, no Default or Event of Default shall have occurred and be continuing or shall result from the consummation of the transactions contemplated herein.

Conditions Precedent to the Effectiveness of this Amendment. The effectiveness of the provisions of Section 2 of this Amendment (is conditioned upon, and the Consent contained within this Amendment) is subject to the fulfillmentsuch provisions shall not be effective until, to the reasonable satisfaction of each Agent the conditions set forth below (or a written waiver by the first date on which such Agent) of each of conditions have been satisfied being referred to herein as the following conditions:“Amendment No. 4 Effective Date”): (a) Each Agent The Lender shall have received the following, each in form and substance satisfactory to the Lender in its sole discretion: (i) executed copies of this AmendmentAgreement, duly an amended and restated Note and the Disclosure Letter; (ii) a copy of the certificate of incorporation of the Borrower, certified as of a recent date by the Secretary of State of the State of Delaware; (iii) a copy of the bylaws of the Borrower, certified by the Secretary or an Assistant Secretary or other authorized person of the Borrower; (iv) a copy of resolutions of the Board of Directors or other authorizing documents of the Borrower approving the Loan Documents and the Borrowings thereunder; (v) an incumbency certificate executed by the parties heretoSecretary or an Assistant Secretary or other authorized person of the Borrower or equivalent document, certifying the names and signatures of the officers of the Borrower or other Persons authorized to sign the Loan Documents and the same shall other documents to be delivered hereunder; (vi) a certificate from the Chief Financial Officer of the Borrower certifying the matters set forth in Section 4; (vii) a certificate of good standing or its equivalent and evidence of good standing as to payment of any applicable franchise or similar taxes with respect to the Borrower from the Secretary of State of the State of Delaware; (viii) evidence that all governmental, regulatory and other third party consents and approvals required in connection with the Loan Documents and the Borrowings thereunder have been obtained and are in full force and effect; (bix) U.S. Agent shall have receiveda favorable opinion or opinions of counsel for the Borrower addressing issues under California and Delaware law, in immediately available funds, dated the Third Amendment Fee referred to in Section 9(b) hereofNo. 4 Effective Date; (cx) Each Agent shall have received a certificate from the reaffirmation and consent Chief Financial Officer of each Guarantor attached hereto the Borrower or other authorized officer with knowledge of the financial position of the Borrower dated the Amendment No. 4 Effective Date certifying as Exhibit A, duly executed and delivered by an authorized official of each Guarantor; (d) Each Agent shall have received an amendment to the Fee Letter, duly executed by the parties to the Fee Letter, and the same shall be matters set forth in full force and effect; (eSection 5.01(p) Each Agent shall have received the Intercompany Note Subordination Agreement, duly executed by the parties thereto, and the same shall be in full force and effect; (f) Each Agent shall have received amendments to the Senior Term Loan Credit Agreement, duly executed by the parties to the Senior Term Loan Credit Agreement, and the same shall be in full force and effect; (g) Each Agent shall have received the joinder documents and supplements that are required to be executed by ▇▇▇▇▇▇▇ Holdco, CLDH and BBCC pursuant to the terms of the Loan Documents, which in each case shall be in form and substance reasonably satisfactory to the Agents; (h) Each Agent shall have received the Senior Secured Note Intercreditor Agreement, and the same shall be in full force and effect; (i) Each Agent shall have received copies of the Senior Secured Note Documents, certified as true and correct copies thereof by an Authorized Person of the Borrowers; (j) The transactions contemplated by the Senior Secured Note Documents shall have been consummated and a portion of the proceeds of Senior Secured Notes shall have been used in respect of the Designated Subordinated Indebtedness Prepayment and the Designated Term Loan Prepayment; (k) After giving effect to this Amendment, the representations and warranties herein and in the Credit Agreement and the other Loan Documents shall be true and correct in all material respects on and as of the date hereof, as though made on such date (except to the extent that such representations and warranties relate solely to an earlier date); (l) No injunction, writ, restraining order, or other order of any nature prohibiting, directly or indirectly, the consummation of the transactions contemplated herein shall have been issued and remain in force by any Governmental Authority against any Borrower, any Guarantor, any Agent, or any LenderSolvency; and (mxi) After giving effect such documentation and other information that the Lender requests as to this Amendmentthe Borrower in order to comply with its ongoing due diligence pursuant to regulatory requirements and its internal policies, no Default or Event of Default including its obligations under applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act. (b) The Lender shall have occurred received all fees and other amounts due and payable on or prior to the Amendment No. 4 Effective Date, including, to the extent invoiced at least two (2) Business Days prior to the Amendment No. 4 Effective Date, reimbursement or payment of all reasonable and documented out-of-pocket costs and expenses required to be continuing reimbursed or shall result from paid by the consummation of the transactions contemplated hereinBorrower under any Loan Document.

Conditions Precedent to the Effectiveness of this Amendment. The effectiveness This Amendment (other than Sections 1, 2 and 3) shall become effective as of the first date on which the Administrative Agent shall have received counterparts of this Amendment (executed by the Borrower and the Consent contained within Required Lenders or, as to any of the Lender Parties, advice satisfactory to the Administrative Agent that such Lender Party has executed this Amendment. Sections 1, 2 and 3 of this Amendment shall become effective as of the first date (the "AMENDMENT NO. 5 EFFECTIVE DATE") is subject to the fulfillmenton which, to the reasonable satisfaction of each Agent (or a written waiver by such Agent) of and only if, each of the following conditionsconditions precedent shall have been satisfied: (a) Each Agent shall have received this Amendment, duly executed by the parties hereto, and the same shall be in full force and effect; (b) U.S. Agent shall have received, in immediately available funds, the Third Amendment Fee referred to in Section 9(b) hereof; (c) Each The Administrative Agent shall have received the reaffirmation and consent of each Guarantor Consent attached hereto as Exhibit Aexecuted by the Borrower and UIC Holdings, duly executed and delivered by an authorized official of each Guarantor;L.L.C. (db) Each The Administrative Agent shall have received an amendment certified copies of the Merger Agreement and each of the other documents and agreements related to the Fee LetterMerger, duly executed by the parties to the Fee Letterwhich, and the same shall be in full force and effect; (e) Each Agent shall have received the Intercompany Note Subordination Agreement, duly executed by the parties thereto, and the same shall be in full force and effect; (f) Each Agent shall have received amendments to the Senior Term Loan Credit Agreement, duly executed by the parties to the Senior Term Loan Credit Agreement, and the same shall be in full force and effect; (g) Each Agent shall have received the joinder documents and supplements that are required to be executed by ▇▇▇▇▇▇▇ Holdco, CLDH and BBCC pursuant to the terms of the Loan Documents, which in each case shall be in form and substance reasonably satisfactory to the Agents; (h) Each Administrative Agent. Articles of Merger duly executed by ▇▇▇▇▇▇▇ and Merger Sub shall have been filed with the Secretary of State of the State of Missouri and the Administrative Agent shall have received a verbal confirmation that such Articles of Merger have been accepted by the Senior Secured Note Intercreditor Secretary of State of the State of Missouri. The Merger shall have been consummated substantially in accordance with the terms and conditions of the Merger Agreement, without any waiver of or amendment to any of the provisions set forth therein not consented to by the Required Lenders and in compliance with all applicable Requirements of Law, except to the extent that any such waiver, amendment or non-compliance could not reasonably be expected to have a Material Adverse Effect. (c) The Administrative Agent shall have received certified copies of all documents evidencing the Equity Contribution and the Seller Equity Rollover, which, in each case shall be in form and substance reasonably satisfactory to the Administrative Agent. The Equity Contribution and the Seller Rollover Equity shall have been consummated substantially in accordance with the terms and conditions of such documents, without any waiver of or amendment to any of the provisions set forth therein not consented to by the Required Lenders and in compliance with all applicable Requirements of Law (except to the extent that any such waiver, amendment or non-compliance could not reasonably be expected to have a Material Adverse Effect), and the same Net Cash Proceeds from the Equity Contribution shall be have been used to finance in part the Merger. (d) All of the consents, approvals and authorizations of, and notices and filings to or with, and other actions by, any governmental or regulatory authority or any other Person necessary in connection with any aspect of the Merger, this Amendment or any of the other transactions contemplated hereby shall have been obtained (without the imposition of any conditions that are not reasonably acceptable to the Required Lenders) and shall remain in full force and effect;, except for those consents, approvals, authorizations, notices, filings and other actions the failure of which to receive or to give could not reasonably be expected to have a Material Adverse Effect; all applicable waiting periods shall have expired without any action being taken by any competent authority; and no law, rule or regulation shall be applicable in the reasonable judgment of the Required Lenders that restrains, prevents or imposes materially adverse conditions upon any aspect of the Merger, this Amendment or any of the other transactions contemplated hereby. (i) Each Agent shall have received copies of the Senior Secured Note Documents, certified as true and correct copies thereof by an Authorized Person of the Borrowers; (je) The transactions contemplated by the Senior Secured Note Documents shall have been consummated and a portion of the proceeds of Senior Secured Notes shall have been used in respect of the Designated Subordinated Indebtedness Prepayment and the Designated Term Loan Prepayment; (k) After giving effect to this Amendment, the representations and warranties herein and contained in each of the Credit Agreement and the other Loan Documents shall be true and correct in all material respects on and as of the date hereofAmendment No. 5 Effective Date, after giving effect to the Merger and this Amendment, as though made on and as of such date (except (i) for any such representation and warranty that, by its terms, refers to a specific date other than the Amendment No. 5 Effective Date, in which case as of such specific date, and (ii) that the financial statements of the Borrower referred to in Sections 4.01(f) and 4.01(g) of the Credit Agreement shall be deemed to refer to the extent that such representations financial statements of the Borrower comprising part of the Required Financial Information most recently delivered to the Administrative Agent and warranties relate solely the Lender Parties pursuant to an earlier dateSections 5.03(c) and 5.03(d) of the Credit Agreement, respectively, on or prior to the Amendment No. 5 Effective Date);. (lf) No injunction, writ, restraining order, or other order of any nature prohibiting, directly or indirectly, the consummation of the transactions contemplated herein shall have been issued and remain in force by any Governmental Authority against any Borrower, any Guarantor, any Agent, or any Lender; and (m) After giving effect to this Amendment, no Default or Event of Default event shall have occurred and be continuing or shall result from the consummation of the Merger or the effectiveness of this Amendment that constitutes a Default. (g) All of the accrued fees and expenses of the Administrative Agent, the Lead Arranger and Book Manager and the Lender Parties (including the accrued fees and expenses of counsel for the Agents) that are then due and payable shall have been paid in full. (h) Concurrently with the making of the Additional Term B Advance, the Borrower shall have used the proceeds of such Additional Term B Advance to finance in part the Merger. (i) The Borrower shall have paid to the Administrative Agent, for the ratable account of each of the Appropriate Lenders that shall have executed and delivered a counterpart of this Amendment to the Administrative Agent prior to 5:00 P.M. (New York City time) on May 9, 2002, an amendment fee of 0.125% on the aggregate Commitments of such Appropriate Lender. (j) The Administrative Agent shall have received on or before the Amendment No. 5 Effective Date the following, each dated such date (unless otherwise specified), in form and substance satisfactory to the Required Lenders (unless otherwise specified) and in sufficient copies for each Lender Party: (i) Certified copies of the resolutions of the Board of Directors of the Borrower and, with respect to the Merger, the Merger Sub, approving the Merger, this Amendment and the other transactions contemplated hereby, and of all documents evidencing other necessary corporate action and governmental and other third party approvals and consents, if any, with respect to the Merger, this Amendment and the other transactions contemplated hereby. (ii) A certificate of the Secretary or an Assistant Secretary of the Borrower certifying the names and true signatures of the officers of the Borrower authorized to sign this Amendment and the other documents to be delivered hereunder. (iii) A certificate of the Borrower, signed on behalf of the Borrower by its President or a Vice President and its Secretary or any Assistant Secretary, dated the Amendment No. 5 Effective Date (the statements made in which certificate shall be true on and as of the Amendment No. 5 Effective Date), certifying as to (A) the absence of any amendments to the charter of the Borrower since the date of the Secretary of State's certificate referred to in Section 3.01(k)(iv) of the Credit Agreement, or any steps taken by the board of directors or the shareholders of the Borrower to effect or authorize any further amendment, supplement or other modification thereto; (B) the accuracy and completeness of the bylaws of the Borrower as in effect on the date on which the resolutions of the board of directors of the Borrower referred to in clause (ii) of this Section 4(j) were adopted and on the Amendment No. 5 Effective Date (a copy of which, if different from the bylaws of the Borrower delivered to the Lender Parties on the date of the Initial Extension of Credit, shall be attached to such certificate); (C) the due incorporation and good standing of the Borrower as a corporation organized under the laws of the jurisdiction of its incorporation, and the absence of any proceeding (either pending or contemplated) for the dissolution, liquidation or other termination of the existence of the Borrower or any of its Subsidiaries; (D) the accuracy in all material respects of the representations and warranties made by the Borrower in the Loan Documents to which it is a party as though made on and as of the Amendment No. 5 Effective Date, before and after giving effect to the Merger and this Amendment, as though made on and as of such date (except (i) for any such representation and warranty that, by its terms, refers to a specific date other than the Amendment No. 5 Effective Date, in which case as of such specific date, and (ii) that the financial statements of the Borrower referred to in Sections 4.01(f) and 4.01(g) of the Credit Agreement shall be deemed to refer to the financial statements of the Borrower comprising part of the Required Financial Information most recently delivered to the Administrative Agent and the Lender Parties pursuant to Sections 5.03(c) and 5.03(d) of the Credit Agreement, respectively, on or prior to the Amendment No. 5 Effective Date); and (E) the absence of any event occurring and continuing, or resulting from the consummation of the Merger or the effectiveness of this Amendment, that would constitute a Default. (iv) The certificate referred to in Section 5.02(e)(ix)(F) of the Credit Agreement with respect to the Merger. (v) A Notice of Borrowing for the Additional Term B Advance. (vi) A Security Agreement Supplement duly executed by ▇▇▇▇▇▇▇ and each of its Subsidiaries, together with: (A) certificates representing all Equity Interests in ▇▇▇▇▇▇▇ and each of its Subsidiaries, accompanied by undated stock powers or other appropriate powers, duly executed in blank, and instruments evidencing indebtedness owed to ▇▇▇▇▇▇▇ or any of its Subsidiaries, duly endorsed in blank; (B) proper termination statements (Form UCC-3 or a comparable form) or the equivalent thereof under the Uniform Commercial Code (or any similar Requirements of Law) of all jurisdictions that may have been necessary or that the Administrative Agent may have deemed reasonably desirable in order to terminate or amend existing liens on and security interests in the Collateral of ▇▇▇▇▇▇▇ and each of its Subsidiaries, in each case completed in a manner satisfactory to the Administrative Agent and duly executed by the appropriate secured party; (C) proper financing statements (Form UCC-1 or a comparable form) or the equivalent thereof under the Uniform Commercial Code (or any similar Requirements of Law) of all jurisdictions that may have been necessary or the Administrative Agent may have deemed reasonably desirable in order to perfect and protect the liens and security interests created or purported to be created under such Security Agreement Supplement, covering the Collateral of ▇▇▇▇▇▇▇ and each of its Subsidiaries, in each case completed in a manner reasonably satisfactory to the Administrative Agent; (D) completed requests for information, dated reasonably near the Amendment No. 5 Effective Date, listing [the financing statements referred to in subclause (vi)(C) of this Section 4(j) and] all [other] effective financing statements filed in the jurisdictions referred to in subclause (vi)(C) of this Section 4(j) that named ▇▇▇▇▇▇▇ or any of its Subsidiaries as debtor, together with copies of such [other] financing statements; (E) IP Security Agreements--Short Form, covering all of the Copyrights, Patents and Trademarks, if any, of ▇▇▇▇▇▇▇ and each of its Subsidiaries, in each case completed in a manner satisfactory to the Administrative Agent and duly executed by ▇▇▇▇▇▇▇ and each of its Subsidiaries; (F) copies of the Merger Agreement, together with (1) a consent, in form and substance reasonably satisfactory to the Administrative Agent, to the assignment of the Merger Agreement and the rights and interest of the Borrower and Merger Sub thereunder to the Administrative Agent pursuant to such Security Agreement Supplement, duly executed by each party to the Merger Agreement other than the Borrower and Merger Sub, and (2) notice from the Borrower and Merger Sub to each of the other Persons party to the Merger Agreement other than the Borrower and Merger Sub, in form and substance reasonably satisfactory to the Administrative Agent, of the assignment of the Merger Agreement and the rights and interest of the Borrower and Merger Sub thereunder to the Administrative Agent pursuant to such Security Agreement Supplement, duly executed by the Borrower and Merger Sub; and (G) evidence that all of the other actions (including, without limitation, the completion of all of the other recordings and filings of or with respect to such Security Agreement Supplement) that may have been necessary or that the Administrative Agent may have deemed reasonably desirable in order to perfect and protect the liens and security interests created under such Security Agreement Supplement had been taken or would be taken in accordance with the terms of the Loan Documents. (vii) A favorable opinion of ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇, counsel for the Borrower and Merger Sub, in form and substance reasonably satisfactory to the Required Lenders. (viii) A favorable opinion of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ LLP, counsel for the Borrower and Merger Sub, in form and substance reasonably satisfactory to the Required Lenders. (ix) A Subsidiaries Guarantee, duly executed by ▇▇▇▇▇▇▇ and each of its Subsidiaries. (x) Evidence of insurance naming the Administrative Agent as additional insured and loss payee with such responsible and reputable insurance companies or associations, and in such amounts and covering such risks, as is satisfactory to the Administrative Agent. (xi) Such financial, business and other information regarding the Borrower, and ▇▇▇▇▇▇▇ and their respective property, assets and businesses as the Administrative Agent or the Lender Parties shall have requested, including, without limitation, information as to possible contingent liabilities, tax matters, environmental matters, obligations under Plans, Multiemployer Plans and Welfare Plans, collective bargaining agreements and other arrangements with employees. (xii) Such other opinions, certificates, documents and information as the Administrative Agent or the Required Lenders may reasonably request. The effectiveness of this Amendment is further conditioned upon the accuracy of all of the factual matters described herein. This Amendment is subject to the provisions of Section 8.01 of the Credit Agreement, except that no amendment or waiver of any provision of this Section 4, nor consent to any departure by the Borrower therefrom, shall in any event be effective unless the same shall be in writing and signed by the Required Lenders.

Conditions Precedent to the Effectiveness of this Amendment. The effectiveness of this Amendment (and the Consent contained within this Amendment) is subject to the fulfillment, to the reasonable satisfaction of each Agent (or a written waiver by such Agent) of each of the following conditions: (a) Each This Amendment shall become effective as of, and with effect from, the date (the “Effective Date”) on which the Administrative Agent shall have has received this Amendment, duly executed by signature pages to this Amendment from the parties hereto, Borrower and Lenders party to the same shall be in full force and effect;Credit Agreement as of the date hereof representing Majority Lenders. (b) U.S. Agent All corporate and other proceedings required in connection with this Amendment, and all documents, instruments and other legal matters in connection with the transactions contemplated by this Amendment, shall have receivedbe satisfactory in all respects to the Lenders, in immediately available funds, which satisfaction shall be evidenced by the Third Amendment Fee referred to in Section 9(b) hereof;execution and delivery by the Lenders representing Majority Lenders of this Amendment. (c) Each Agent shall have received the reaffirmation and consent of each Guarantor attached hereto as Exhibit A, duly executed and delivered by an authorized official of each Guarantor; (d) Each Agent shall have received an amendment to the Fee Letter, duly executed by the parties to the Fee Letter, and the same shall be in full force and effect; (e) Each Agent shall have received the Intercompany Note Subordination Agreement, duly executed by the parties thereto, and the same shall be in full force and effect; (f) Each Agent shall have received amendments to the Senior Term Loan Credit Agreement, duly executed by the parties to the Senior Term Loan Credit Agreement, and the same shall be in full force and effect; (g) Each Agent shall have received the joinder documents and supplements that are required to be executed by ▇▇▇▇▇▇▇ Holdco, CLDH and BBCC pursuant to the terms of the Loan Documents, which in each case shall be in form and substance reasonably satisfactory to the Agents; (h) Each Agent shall have received the Senior Secured Note Intercreditor Agreement, and the same shall be in full force and effect; (i) Each Agent shall have received copies of the Senior Secured Note Documents, certified as true and correct copies thereof by an Authorized Person of the Borrowers; (j) The transactions contemplated by the Senior Secured Note Documents shall have been consummated and a portion of the proceeds of Senior Secured Notes shall have been used in respect of the Designated Subordinated Indebtedness Prepayment and the Designated Term Loan Prepayment; (k) After giving effect to this Amendment, the representations and warranties herein and made by any Loan Party in or pursuant to the Credit Agreement and the other Loan Documents shall be true and correct in all material respects on and as of the such date hereof, as though if made on and as of such date (date, except to the extent that any such representations and warranties relate solely are expressly limited to an earlier date);, in which case, on and as of the Effective Date, such representations and warranties shall continue to be true and correct as of such specified earlier date; provided, however, that references therein to the “Credit Agreement” shall be deemed to refer to the Credit Agreement as amended by this Amendment after giving effect to the amendments set forth herein. (l) No injunction, writ, restraining order, or other order of any nature prohibiting, directly or indirectly, the consummation of the transactions contemplated herein shall have been issued and remain in force by any Governmental Authority against any Borrower, any Guarantor, any Agent, or any Lender; and (md) After giving effect to this Amendment, no Default or Event of Default shall have occurred and be continuing or shall result from the consummation as of the transactions date hereof. (e) No litigation shall have been commenced against any Loan Party or any of its Subsidiaries, either on the date hereof or the Effective Date, seeking to restrain or enjoin (whether temporarily, preliminarily or permanently) the performance of any action by any Loan Party required or contemplated hereinby this Amendment or the Credit Agreement.

Conditions Precedent to the Effectiveness of this Amendment. The effectiveness This Amendment shall become effective as of this the first date (the “Amendment (Effective Date”) on which, and the Consent contained within this Amendment) is subject to the fulfillmentonly if, to the reasonable satisfaction of each Agent (or a written waiver by such Agent) of each of the following conditionsconditions precedent shall have been satisfied: (a) Each The Administrative Agent shall have received on or before 5:00 p.m. (Charlotte time) on December 10, 2001, (i) counterparts of this Amendment, duly Amendment executed by the parties hereto, Borrower and the same shall be in full force Required Lenders or, as to any of the Lender Parties, advice satisfactory to the Administrative Agent that such Lender Party has executed this Amendment and effect;(ii) counterparts of the Consent attached hereto executed and delivered by each of the Loan Parties (other than the Borrower). (b) U.S. Agent shall have received, in immediately available funds, the Third Amendment Fee referred to in Section 9(b) hereof; (c) Each Agent shall have received the reaffirmation and consent of each Guarantor attached hereto as Exhibit A, duly executed and delivered by an authorized official of each Guarantor; (d) Each Agent shall have received an amendment to the Fee Letter, duly executed by the parties to the Fee Letter, and the same shall be in full force and effect; (e) Each Agent shall have received the Intercompany Note Subordination Agreement, duly executed by the parties thereto, and the same shall be in full force and effect; (f) Each Agent shall have received amendments to the Senior Term Loan Credit Agreement, duly executed by the parties to the Senior Term Loan Credit Agreement, and the same shall be in full force and effect; (g) Each Agent shall have received the joinder documents and supplements that are required to be executed by ▇▇▇▇▇▇▇ Holdco, CLDH and BBCC pursuant to the terms of the Loan Documents, which in each case shall be in form and substance reasonably satisfactory to the Agents; (h) Each Agent shall have received the Senior Secured Note Intercreditor Agreement, and the same shall be in full force and effect; (i) Each Agent shall have received copies of the Senior Secured Note Documents, certified as true and correct copies thereof by an Authorized Person of the Borrowers; (j) The transactions contemplated by the Senior Secured Note Documents shall have been consummated and a portion of the proceeds of Senior Secured Notes shall have been used in respect of the Designated Subordinated Indebtedness Prepayment and the Designated Term Loan Prepayment; (k) After giving effect to this Amendment, the representations and warranties herein and set forth in each of the Credit Agreement and the other Loan Documents shall be true and correct in all material respects on and as of the date hereofAmendment Effective Date, as though made on such date (except to the extent that such representations before and warranties relate solely to an earlier date); (l) No injunction, writ, restraining order, or other order of any nature prohibiting, directly or indirectly, the consummation of the transactions contemplated herein shall have been issued and remain in force by any Governmental Authority against any Borrower, any Guarantor, any Agent, or any Lender; and (m) After after giving effect to this Amendment, no Default as though made on and as of such date (except (i) for any such representation and warranty that, by its terms, refers to a specific date other than the Amendment Effective Date, in which case as of such specific date, (ii) that the Consolidated financial statements of the Borrower and its Subsidiaries referred to in Sections 4.01(g) of the Credit Agreement shall be deemed to refer to the Consolidated financial statements of the Borrower and its Subsidiaries comprising part of the Required Financial Information most recently delivered to the Administrative Agent and the Lender Parties pursuant to Sections 5.03(b) on or Event prior to the Amendment Effective Date and (iii) that the forecasted Consolidated financial statements of Default the Borrower and its Subsidiaries referred to in Section 4.01(h) of the Credit Agreement shall be deemed to refer to the forecasted Consolidated financial statements of the Borrower and its Subsidiaries most recently delivered to the Administrative Agent and the Lender Parties prior to the Amendment Effective Date). (c) No event shall have occurred and be continuing continuing, or shall result from the consummation effectiveness of this Amendment, that constitutes a Default. (d) All of the transactions contemplated reasonable fees and expenses of the Administrative Agent (including the reasonable fees and expenses of counsel for the Administrative Agent) due and payable on the Amendment Effective Date shall have been paid in full. The effectiveness of this Amendment is further conditioned upon the accuracy of all of the factual matters described herein. This Amendment is subject to the provisions of Section 8.01 of the Credit Agreement.

Conditions Precedent to the Effectiveness of this Amendment. The effectiveness of this Amendment This Agreement shall become effective if, on or before 5:00 p.m. (New York City time) on August 25, 2000, it shall have been executed by the Borrower, the Agent, the Issuing Bank and the Consent contained within this AmendmentMajority Banks and the following conditions precedent are satisfied: (i) is subject The Agent shall have received the following documents, each in form and substance satisfactory to the fulfillment, to the reasonable satisfaction of each Agent (or a written waiver by such Agent) of each of the following conditions: (a) Each Agent shall have received this AmendmentIf requested by a Bank, a Revolving Note or Term Note, each duly executed by the parties heretoBorrower, and to the same shall be in full force and effect;order of such Bank. (b) U.S. Agent shall have received, in immediately available funds, the Third Amendment Fee referred A Consent with respect to in Section 9(b) hereof; (c) Each Agent shall have received the reaffirmation and consent of each Guarantor attached hereto as Exhibit A, duly executed and delivered by an authorized official of each Guarantor; (d) Each Agent shall have received an amendment to the Fee Letter, duly executed by the parties to the Fee Letter, and the same shall be in full force and effect; (e) Each Agent shall have received the Intercompany Note Subordination this Agreement, duly executed by each Guarantor and by each Loan Party party to the Intercompany Subordination Agreement, and to the extent (I) any Subsidiary (other than any Subsidiary which is not required to be a Guarantor) is not party to the Guaranty, a supplement to the Guaranty by such Subsidiary, and (II) any Subsidiary (other than any Immaterial Subsidiary or Regulated Subsidiary) is not party to the Intercompany Subordination Agreement, an amendment to the Intercompany Subordination Agreement executed by such Subsidiary. (c) Certified copies of the (i) resolutions of the Board of Directors or other governing body of each Loan Party approving each Loan Document to which it is a party, and of all documents evidencing other necessary corporate, limited liability company or partnership action and governmental approvals, if any, with respect to each such Loan Document, and (ii) all documents evidencing other corporate, limited liability company or partnership action or governmental approvals, if any, necessary or, in the reasonable opinion of the Agent, advisable in connection with the execution, delivery and performance of each Loan Document. (d) A certificate of the Secretary or an Assistant Secretary of each Loan Party certifying the names and true signatures of the officers of such Loan Party authorized to sign each Loan Document to which it is a party and the other documents to be delivered hereunder. (e) an Amended and Restated Intercreditor Agreement, duly executed by all parties thereto, and the same shall be in full force and effect; (f) Each Agent shall have received amendments the sum of the outstanding principal amount of the advances under the Existing Credit Agreement after July 10, 2000 and the stated amount of letters of credit issued after July 10, 2000 pursuant to the Senior Term Loan Existing Credit Agreement, duly executed by the parties to the Senior Term Loan Credit Agreement, and the same shall be Agreement is not in full force and effectexcess of $10,000,000; (g) Each Mortgages on undeveloped land of the Borrower on Hillsboro Pike and Burt▇▇ ▇▇▇ls Boulevard in Nashville, Tennessee, together with; (i) evidence that counterparts of such Mortgages have been duly recorded in all filing or recording offices that the Collateral Agent shall may deem necessary or desirable in order to create a valid subsisting Lien on the property described therein in favor of the Collateral Agent for the benefit of the Secured Parties and that all filing and recording taxes and fees have received been paid; (ii) unless waived by the joinder documents Agent, fully paid American Land Title Association Lender's Extended Coverage title insurance policies in form and supplements that are required substance, with endorsements and in amount acceptable to the Collateral Agent, issued, coinsured and reinsured by title insurers acceptable to the Collateral Agent, insuring such Mortgages to be executed valid subsisting Liens on the property described therein, free and clear of all defects (including, but not limited to, mechanics' and materialmen's Liens) and encumbrances, excepting only liens permitted thereunder, and providing for such other affirmative insurance (including endorsements for future advances under the Loan Documents and for mechanics' and materialmen's Liens) and such coinsurance and direct access reinsurance as the Collateral Agent may deem necessary or desirable; (iii) unless waived by the Agent, American Land Title Association form surveys, certified to the Collateral Agent and the issuer of the title insurance policies in subclause (ii) above, in a manner satisfactory to the Collateral Agent by a land surveyor duly registered and licensed in the States in which the property described in such surveys is located and acceptable to the Collateral Agent, showing all buildings and other improvements, any off-site improvements, the location of any easements, parking spaces, rights of way, building set-back lines and other dimensional regulations and the absence of encroachments, either by such improvements or on to such property, and other defects, other than encroachments and other defects acceptable to the Collateral Agent; and (iv) evidence that all other action that the Collateral Agent may deem necessary or desirable in order to create valid Liens on the property described in such Mortgages has been taken. (h) a favorable opinion of Wall▇▇ ▇▇▇s▇▇▇ ▇▇▇▇▇▇ Holdco& ▇avi▇, CLDH and BBCC pursuant to special counsel for the terms of the Loan Documents, which in each case shall be in form and substance reasonably satisfactory to the Agents; (h) Each Agent shall have received the Senior Secured Note Intercreditor Agreement, Borrower and the same shall be other Loan Parties, substantially in full force and effectthe form of Exhibit E; (i) Each such other agreements, certificates, consents and other documents that the Agent shall have received copies of the Senior Secured Note Documents, certified as true and correct copies thereof by an Authorized Person of the Borrowers;or any Bank may reasonably request; and (j) The transactions contemplated financial projections prepared by the Senior Secured Note Documents Borrower in form satisfactory to the Agent, of balance sheets, income statements and cash flow statements on a quarterly basis for the period from June 1, 2000 through December 31, 2000. (a) The Borrower shall have been consummated paid on or before the Closing Date to the Agent, for the ratable account of each Bank that shall have executed this Agreement on or before noon (New York City time) on August 24, 2000, with such execution to be evidenced by the delivery to the Agent of an executed signature page hereof by such time (the "Consenting Banks), a consent fee of 0.375% of each such Consenting Bank's outstanding principal amount of Supplemental Revolving Loan Advances, Unused Supplemental Revolving Loan Commitment, outstanding principal amount of the Existing Debt Obligations and a portion of the proceeds Letter of Senior Secured Notes Credit Liabilities, which fee the Agent will distribute to such Consenting Banks no later than the third Business Day after the Closing Date and (b) the Borrower shall have been used in respect of paid on or before the Designated Subordinated Indebtedness Prepayment Closing Date all fees payable hereunder (including, without limitation, Section 2.02(b) hereof and all outstanding fees due to counsel for the Designated Term Loan Prepayment; (k) After giving effect to this Amendment, the representations Agent and warranties herein and in the Credit Agreement and the other Loan Documents shall be true and correct in all material respects on and as of the date hereof, as though made on such date (except financial advisors to the extent that such representations and warranties relate solely to an earlier dateAgent); (l) No injunction, writ, restraining order, or other order of any nature prohibiting, directly or indirectly, the consummation of the transactions contemplated herein shall have been issued and remain in force by any Governmental Authority against any Borrower, any Guarantor, any Agent, or any Lender; and (m) After giving effect to this Amendment, no Default or Event of Default shall have occurred and be continuing or shall result from the consummation of the transactions contemplated herein.

Conditions Precedent to the Effectiveness of this Amendment. The effectiveness of the provisions of Sections 2 and 3 of this Amendment (are conditioned upon, and the Consent contained within this Amendment) is subject to the fulfillmentsuch provisions shall not be effective until, to the reasonable satisfaction of each Agent (or a written waiver by such Agent) of each of the following conditions:conditions (the first date on which all of the following conditions have been satisfied being referred to herein as the “Third Amendment Effective Date”): (a) Each The Administrative Agent shall have received this Amendment, duly executed and delivered by the parties heretoBorrower, the Administrative Agent and the same shall be in full force and effect;Incremental Term A-1 Lenders. (b) U.S. The Administrative Agent shall have receivedreceived a certificate of a Responsible Officer of the Borrower, in immediately available funds, dated the Third Amendment Fee referred Effective Date, certifying that (A) either (1) the copies of the certificate of incorporation of the Borrower and by-laws of the Borrower delivered most recently to the Administrative Agent prior to the Third Amendment Effective Date continue to be true and correct copies thereof as of the Third Amendment Effective Date or (2) attaching true and correct copies thereof as of the Third Amendment Effective Date, (B) attached thereto are true and correct copies of resolutions duly adopted by the board of directors of the Borrower and continuing in Section 9(beffect, which authorize the execution, delivery and performance by the Borrower of this Amendment and the other documents executed or to be executed by the Borrower in connection with the transactions contemplated hereby and (C) hereof;attached thereto is a good standing certificate for the Borrower from the Delaware Secretary of State. (c) Each The Administrative Agent shall have received a Term Loan Note for each Incremental Term A-1 Lender that has requested the reaffirmation and consent of each Guarantor attached hereto as Exhibit Asame, duly executed and delivered by an authorized official the Borrower in favor of each Guarantor;such Incremental Term A-1 Lender. (d) Each Agent (i) No Default or Event of Default shall have received an amendment occurred and be continuing immediately prior to the Fee Letter, duly executed by the parties or after giving effect to the Fee Letter, this Amendment and the same making of the Incremental Term A-1 Loan and (ii) all required third party consents and approvals shall be in full force and effect;have been obtained. (e) Each Agent shall have received the Intercompany Note Subordination Agreement, duly executed by the parties thereto, and the same shall be in full force and effect; (f) Each Agent shall have received amendments to the Senior Term Loan Credit Agreement, duly executed by the parties to the Senior Term Loan Credit Agreement, and the same shall be in full force and effect; (g) Each Agent shall have received the joinder documents and supplements that are required to be executed by ▇▇▇▇▇▇▇ Holdco, CLDH and BBCC pursuant to the terms of the Loan Documents, which in each case shall be in form and substance reasonably satisfactory to the Agents; (h) Each Agent shall have received the Senior Secured Note Intercreditor Agreement, and the same shall be in full force and effect; (i) Each Agent shall have received copies of the Senior Secured Note Documents, certified as true and correct copies thereof by an Authorized Person of the Borrowers; (j) The transactions contemplated by the Senior Secured Note Documents shall have been consummated and a portion of the proceeds of Senior Secured Notes shall have been used in respect of the Designated Subordinated Indebtedness Prepayment and the Designated Term Loan Prepayment; (k) After giving effect to this Amendment, the representations and warranties herein and made by the Borrower in the Credit Agreement and the other Loan Documents that does not contain a materiality or Material Adverse Effect qualification shall be true and correct in all material respects on and as of the date hereofThird Amendment Effective Date, and each of the representations and warranties made by the Borrower in the Credit Agreement that contains a materiality or Material Adverse Effect qualification shall be true and correct on and as though made on such date of the Third Amendment Effective Date (except or, to the extent that such representations and warranties specifically relate solely to an earlier date, such representations and warranties were true and correct in all material respects, or true and correct in all respects, as the case may be, as of such earlier date);. (lf) No injunction, writ, restraining order, or other order The Administrative Agent shall have received a certificate of any nature prohibiting, directly or indirectly, the consummation a Responsible Officer of the transactions contemplated herein Borrower certifying as to the matters described in clauses (d) and (e) above and attaching a calculation of the Total Leverage Ratio as of the Third Amendment Effective Date after giving pro forma effect to the incurrence of the Incremental Term A-1 Loan and use of proceeds thereof on the Third Amendment Effective Date. (g) The Administrative Agent shall have received a legal opinion from Faegre Drinker ▇▇▇▇▇▇ & ▇▇▇▇▇ LLP, special counsel to the Borrower, dated as of the Third Amendment Effective Date, in form and substance satisfactory to the Administrative Agent. (h) All fees and expenses required to be paid to the Administrative Agent (including the reasonable and documented fees, charges and disbursements of external counsel for the Administrative Agent) and the Lenders on or prior to the Third Amendment Effective Date (including all fees payable pursuant to any engagement or fee letter) shall have been issued and remain in force by any Governmental Authority against any Borrower, any Guarantor, any Agent, or any Lender; and (m) After giving effect to this Amendment, no Default or Event of Default shall have occurred and be continuing or shall result from the consummation of the transactions contemplated hereinpaid.

Conditions Precedent to the Effectiveness of this Amendment. The effectiveness of this (a) This Amendment shall become effective as of, and with effect from, the date (and the Consent contained within this Amendment“Effective Date”) is subject to on which the fulfillment, to the reasonable satisfaction of each Administrative Agent (or a written waiver by such Agent) of each of the following conditionshas received: (ai) Each Agent shall have received this Amendment, duly executed by signature pages to this Amendment from the parties heretoBorrower, the Facility Guarantors and the same shall be in full force and effectRequired Lenders; (bii) U.S. Agent shall have receiveda true, correct and complete copy of the Seventh Amendment to the Existing Credit Agreement and in immediately available funds, the Third Amendment Fee referred to in Section 9(b) hereof; (c) Each Agent shall have received the reaffirmation and consent of each Guarantor form attached hereto as Exhibit A, duly executed and delivered by an authorized official of each Guarantor; (d) Each Agent shall have received an amendment to the Fee Letter, duly executed by the parties to the Fee Letter, and the same which shall be in full force and effect;effect as of the Effective Date; and (eiii) Each Agent shall have received a true, correct and complete copy of the Intercompany Note Subordination Canadian Loan Agreement, duly executed by the parties thereto, and the same which shall be in full force and effect;effect as of the Effective Date. (fb) Each Agent shall have received amendments to the Senior Term Loan Credit Agreement, duly executed by the parties to the Senior Term Loan Credit AgreementAll corporate and other proceedings required in connection with this Amendment, and all documents, instruments and other legal matters in connection with the same shall be in full force and effect; (g) Each Agent shall have received the joinder documents and supplements that are required to be executed by ▇▇▇▇▇▇▇ Holdco, CLDH and BBCC pursuant to the terms of the Loan Documents, which in each case shall be in form and substance reasonably satisfactory to the Agents; (h) Each Agent shall have received the Senior Secured Note Intercreditor Agreement, and the same shall be in full force and effect; (i) Each Agent shall have received copies of the Senior Secured Note Documents, certified as true and correct copies thereof by an Authorized Person of the Borrowers; (j) The transactions contemplated by the Senior Secured Note Documents shall have been consummated and a portion of the proceeds of Senior Secured Notes shall have been used in respect of the Designated Subordinated Indebtedness Prepayment and the Designated Term Loan Prepayment; (k) After giving effect to this Amendment, shall be satisfactory in all respects to the Required Lenders, which satisfaction shall be evidenced by the execution and delivery by the Required Lenders of this Amendment. (c) Each of the representations and warranties herein contained in Section VII (Representations and in the Credit Agreement and the other Loan Documents Warranties) of this Amendment shall be true and correct in all material respects on and as of the date hereof, as though made on such date (except to the extent that such representations and warranties relate solely to an earlier date);correct. (l) No injunction, writ, restraining order, or other order of any nature prohibiting, directly or indirectly, the consummation of the transactions contemplated herein shall have been issued and remain in force by any Governmental Authority against any Borrower, any Guarantor, any Agent, or any Lender; and (md) After giving effect to this Amendment, no Default or Event of Default shall have occurred and be continuing or shall result from the consummation as of the transactions date hereof. (e) No litigation shall have been commenced against any Loan Party or any of its Subsidiaries, either on the date hereof or the Effective Date, seeking to restrain or enjoin (whether temporarily, preliminarily or permanently) the performance of any action by any Loan Party required or contemplated hereinby this Amendment or the Credit Agreement or any Loan Document, in either case as amended hereby.

Conditions Precedent to the Effectiveness of this Amendment. The effectiveness of this This Amendment shall become effective on the date (and the Consent contained within this Amendment“Amendment Effective Date”) is subject to the fulfillment, to the reasonable satisfaction of each Agent (or a written waiver by such Agent) of each of on which the following conditionsconditions shall have been satisfied: (a) Each The Administrative Agent shall have received counterparts of this AmendmentAmendment that, duly executed by when taken together, bear the parties heretosignatures of (1) each Borrower, (2) Holdings, (3) Mid-Holdings, (4) the Required Lenders and (5) each Lender increasing its Multicurrency Tranche Revolving Credit Commitment in the same shall be in full force and effect;Commitment Increase. (b) U.S. Each of the conditions set forth in Section 4.2(a), (b) and (d) of the Credit Agreement (it being understood that all references to “the Closing Date” or similar language in such Sections shall be deemed to refer to the Amendment Effective Date) shall be satisfied, and the Administrative Agent shall have received a certificate certifying as to the satisfaction of the conditions set forth in Sections 4.2(a), (b) and (d) dated as of the Amendment Effective Date and executed by a Responsible Officer of the Initial Borrower. (c) The Administrative Agent shall have received, in immediately available fundson behalf of itself, the Third Amendment Fee referred to in Section 9(b) hereof; (c) Each Collateral Agent shall have received the reaffirmation and consent of each Guarantor attached hereto as Exhibit A, duly executed and delivered by an authorized official of each Guarantor; (d) Each Agent shall have received an amendment to the Fee Letter, duly executed by the parties to the Fee Letter, and the same shall be in full force and effect; Lenders, an opinion of (ei) Each Agent shall have received the Intercompany Note Subordination Agreement▇▇▇▇▇▇, duly executed by the parties thereto, and the same shall be in full force and effect; (f) Each Agent shall have received amendments to the Senior Term Loan Credit Agreement, duly executed by the parties to the Senior Term Loan Credit Agreement, and the same shall be in full force and effect; (g) Each Agent shall have received the joinder documents and supplements that are required to be executed by ▇▇▇▇ & ▇▇▇▇▇▇▇▇ HoldcoLLP, CLDH and BBCC pursuant New York counsel to the terms Loan Parties, (ii) ▇▇▇▇▇ ▇▇▇▇▇, Jersey counsel to the Loan Parties, including, with respect to any Loan Party incorporated under the laws of Jersey, in each case together with a copy of any certificate required to be given by a director of such Loan Party in connection with such legal opinion to be given by such counsel in respect of the obligations of such Loan Party under the Loan Documents, which (iii) Blake, ▇▇▇▇▇▇▇ & Craydon LLP, Canadian counsel to the Loan Parties, (iv) ▇▇▇▇▇▇▇▇ & Shohl LLP, Ohio counsel to Forterra Pressure Pipe, Inc., as Additional Revolving Borrower, (v) ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ P.C., Michigan counsel to Forterra Brick America, Inc., as Additional Revolving Borrower, and (vi) ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, Iowa counsel to Forterra Concrete Products, Inc., as Additional Revolving Borrower, in each case shall be case, dated the Amendment Effective Date and addressed to each Agent and the Lenders and in form and substance reasonably satisfactory to the Agents;Administrative Agent, and Holdings, Mid-Holdings and each Borrower hereby requests such counsel to deliver such opinions. (hd) Each The Administrative Agent shall have received received, with respect to each Loan Party, (i) a copy of the Senior Secured Note Intercreditor charter or other similar Organizational Document, including all amendments thereto, of each Loan Party, certified, if applicable, as of a recent date by the Secretary of State or other applicable Governmental Authority of the jurisdiction in which each such Loan Party is organized or incorporated (or, in the case of any Loan Party incorporated under the laws of England or Jersey, by a director of the relevant Loan Party), and, with respect to Loan Parties organized in jurisdictions where such concept exists, a certificate as to the good standing (to the extent applicable) of each Loan Party as of a recent date, from such Secretary of State, similar Governmental Authority or, in the case of a Loan Party incorporated under the laws of Jersey, issued by the Registrar of Companies; (ii) a certificate of the Secretary, Assistant Secretary or other appropriate Responsible Officer of each Loan Party dated the Amendment Effective Date and certifying (A) that attached thereto is a true and complete copy of the by-laws or operating, management or partnership agreement of such Loan Party as in effect on the Amendment Effective Date and at all times since a date prior to the date of the resolutions described in clause (B) below, (B) that attached thereto is a true and complete copy of resolutions duly adopted by the board of directors (or equivalent governing body) of such Loan Party authorizing the execution, delivery and performance of this Amendment and the transactions contemplated hereby, including, in the case of the Borrowers, the Borrowings hereunder and under the Credit Agreement, and the same shall be that such resolutions have not been modified, rescinded or amended and are in full force and effect; , (C) that the certificate or articles of incorporation or organization, partnership agreement or other constitutive document of such Loan Party have not been amended since the date the documents furnished pursuant to clause (i) Each above were certified, and (D) 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; and (iii) a certificate of another officer as to the incumbency and specimen signature of the Secretary, Assistant Secretary or other appropriate Responsible Officer executing the certificate pursuant to clause (ii) above; provided that if the Administrative Agent shall have received copies a certificate of the Senior Secured Note DocumentsSecretary, Assistant Secretary or other appropriate Responsible Officer of any Loan Party certifying that any certificate or articles of incorporation or organization or certification of formation, or by-laws or operating (or limited liability company) agreement required to be delivered by this paragraph (d) has not been amended, restated or otherwise modified since the version thereof most recently certified as true to the Administrative Agent, then no copy of such document shall be required to be delivered pursuant to this paragraph (d). (e) All reasonable expenses (to the extent invoiced at least one Business Day prior to the Amendment Effective Date) and correct copies thereof by an Authorized Person of fees due to the BorrowersLenders, Arrangers and the Agents (including the fees specified in Section 4 hereof) that are required to be paid on the Amendment Effective Date shall have been paid; (jf) The transactions contemplated by the Senior Secured Note Documents Administrative Agent shall have been consummated and received a portion certificate in the form of the proceeds Exhibit A hereto from a Responsible Officer of Senior Secured Notes shall have been used in respect of the Designated Subordinated Indebtedness Prepayment and the Designated Term Loan Prepayment; (k) After Mid-Holdings certifying that after giving effect to this Amendment, the representations and warranties herein and in the Credit Agreement and the other Loan Documents shall be true and correct in all material respects on and as of the date hereof, as though made on such date (except to the extent that such representations and warranties relate solely to an earlier date); (l) No injunction, writ, restraining order, or other order of any nature prohibiting, directly or indirectly, the consummation of the transactions contemplated herein shall have been issued hereby, Mid-Holdings and remain in force by any Governmental Authority against any Borrowerits Subsidiaries, any Guarantoron a consolidated basis, any Agent, or any Lenderare solvent; and (mg) After giving effect to this AmendmentThe Administrative Agent shall have received, no Default or Event of Default shall have occurred later than two Business Days prior to the Amendment Effective Date, all documentation and be continuing or shall result from other information about the consummation of Loan Parties as has been reasonably requested in writing at least three Business Days prior to the transactions contemplated hereinAmendment Effective Date by the Administrative Agent with respect to applicable “know your customer” and anti-money laundering rules and regulations, including the PATRIOT Act and Canadian Anti-Money Laundering Laws.

Conditions Precedent to the Effectiveness of this Amendment. The effectiveness This Amendment shall become effective as of this Amendment the first date (the "AMENDMENT EFFECTIVE DATE") on which, and the Consent contained within this Amendment) is subject to the fulfillmentonly if, to the reasonable satisfaction of each Agent (or a written waiver by such Agent) of each of the following conditionsconditions precedent shall have been satisfied: (a) Each The Administrative Agent shall have received (i) counterparts of this Amendment, duly Amendment executed by the parties hereto, Borrower and the same Required Lenders or, as to any of the Lender Parties, advice satisfactory to the Administrative Agent that such Lender Party has executed this Amendment and (ii) the Consent attached hereto shall be in full force have been executed and effect;delivered by each of the Loan Parties (other than the Borrower). (b) U.S. Agent shall have received, in immediately available funds, the Third Amendment Fee referred to in Section 9(b) hereof; (c) Each Agent shall have received the reaffirmation and consent of each Guarantor attached hereto as Exhibit A, duly executed and delivered by an authorized official of each Guarantor; (d) Each Agent shall have received an amendment to the Fee Letter, duly executed by the parties to the Fee Letter, and the same shall be in full force and effect; (e) Each Agent shall have received the Intercompany Note Subordination Agreement, duly executed by the parties thereto, and the same shall be in full force and effect; (f) Each Agent shall have received amendments to the Senior Term Loan Credit Agreement, duly executed by the parties to the Senior Term Loan Credit Agreement, and the same shall be in full force and effect; (g) Each Agent shall have received the joinder documents and supplements that are required to be executed by ▇▇▇▇▇▇▇ Holdco, CLDH and BBCC pursuant to the terms of the Loan Documents, which in each case shall be in form and substance reasonably satisfactory to the Agents; (h) Each Agent shall have received the Senior Secured Note Intercreditor Agreement, and the same shall be in full force and effect; (i) Each Agent shall have received copies of the Senior Secured Note Documents, certified as true and correct copies thereof by an Authorized Person of the Borrowers; (j) The transactions contemplated by the Senior Secured Note Documents shall have been consummated and a portion of the proceeds of Senior Secured Notes shall have been used in respect of the Designated Subordinated Indebtedness Prepayment and the Designated Term Loan Prepayment; (k) After giving effect to this Amendment, the representations and warranties herein and set forth in each of the Credit Agreement and the other Loan Documents shall be true and correct in all material respects on and as of the date hereofAmendment Effective Date, as though made on such date (except to the extent that such representations before and warranties relate solely to an earlier date); (l) No injunction, writ, restraining order, or other order of any nature prohibiting, directly or indirectly, the consummation of the transactions contemplated herein shall have been issued and remain in force by any Governmental Authority against any Borrower, any Guarantor, any Agent, or any Lender; and (m) After after giving effect to this Amendment, no Default as though made on and as of such date (except (i) for any such representation and warranty that, by its terms, refers to a specific date other than the Amendment Effective Date, in which case as of such specific date, (ii) that the Consolidated financial statements of the Borrower and its Subsidiaries referred to in Sections 4.01(f) and 4.01(g) of the Credit Agreement shall be deemed to refer to the Consolidated financial statements of the Borrower and its Subsidiaries comprising part of the Required Financial Information most recently delivered to the Administrative Agent and the Lender Parties pursuant to Sections 5.03(b) and 5.03(c), respectively, on or Event prior to the Amendment Effective Date and (iii) that the forecasted Consolidated financial statements of Default the Borrower and its Subsidiaries referred to in Section 4.01(h) of the Credit Agreement shall be deemed to refer to the forecasted Consolidated financial statements of the Borrower and its Subsidiaries most recently delivered to the Administrative Agent and the Lender Parties prior to the Amendment Effective Date). (c) No event shall have occurred and be continuing continuing, or shall result from the consummation effectiveness of this Amendment, that constitutes a Default. (d) The Borrower shall have paid to the Administrative Agent, for the account of each of the transactions contemplated Lenders that has executed and delivered a counterpart of this Amendment to the Administrative Agent on or prior to the Amendment Effective Date (or advised the Administrative Agent in a manner satisfactory to it that such Lender has executed this Amendment on or prior to the Amendment Effective Date), an amendment fee of 0.25% on the aggregate Commitments of such Lender. (e) All of the accrued fees and expenses of the Administrative Agent, the Arranger and the Lender Parties (including the accrued fees and expenses of counsel for the Administrative Agent) shall have been paid in full. The effectiveness of this Amendment is further conditioned upon the accuracy of all of the factual matters described herein. This Amendment is subject to the provisions of Section 8.01 of the Credit Agreement.

Conditions Precedent to the Effectiveness of this Amendment. The effectiveness of this This Amendment shall become effective as of, and with effect from, the date (and the Consent contained within this Amendment“ Tenth Amendment Effective Date”) is subject to the fulfillment, to the reasonable satisfaction of each Agent (or a written waiver by such Agent) of each of the following conditionson which: (a) Each Agent The Borrower, the Facility Guarantors and each Lender shall have received duly executed and delivered to the Administrative Agent this Amendment, duly executed by the parties hereto, and the same shall be in full force and effect;. (b) U.S. Agent All corporate and other proceedings required in connection with this Amendment, and all documents, instruments and other legal matters in connection with the transactions contemplated by this Amendment, shall be satisfactory in all respects to the Lenders, and the Lenders shall have receivedreceived such documents and certificates as the Lenders or their counsel may reasonably request relating to the authorization of the transactions contemplated by this Amendment, all in immediately available funds, form and substance satisfactory to the Third Amendment Fee referred to in Section 9(b) hereof;Lenders and their counsel. (c) Each Agent shall have received the reaffirmation and consent of each Guarantor attached hereto as Exhibit A, duly executed and delivered by an authorized official of each Guarantor; (d) Each Agent shall have received an amendment to the Fee Letter, duly executed by the parties to the Fee Letter, and the same shall be in full force and effect; (e) Each Agent shall have received the Intercompany Note Subordination Agreement, duly executed by the parties thereto, and the same shall be in full force and effect; (f) Each Agent shall have received amendments to the Senior Term Loan Credit Agreement, duly executed by the parties to the Senior Term Loan Credit Agreement, and the same shall be in full force and effect; (g) Each Agent shall have received the joinder documents and supplements that are required to be executed by ▇▇▇▇▇▇▇ Holdco, CLDH and BBCC pursuant to the terms of the Loan Documents, which in each case shall be in form and substance reasonably satisfactory to the Agents; (h) Each Agent shall have received the Senior Secured Note Intercreditor Agreement, and the same shall be in full force and effect; (i) Each Agent shall have received copies of the Senior Secured Note Documents, certified as true and correct copies thereof by an Authorized Person of the Borrowers; (j) The transactions contemplated by the Senior Secured Note Documents shall have been consummated and a portion of the proceeds of Senior Secured Notes shall have been used in respect of the Designated Subordinated Indebtedness Prepayment and the Designated Term Loan Prepayment; (k) After giving effect to this Amendment, the representations and warranties herein contained in Section V (Representations and in the Credit Agreement and the other Loan Documents Warranties) of this Amendment shall be true and correct in all material respects on and as of the date hereof, as though made on such date (except to the extent that such representations and warranties relate solely to an earlier date);correct. (l) No injunction, writ, restraining order, or other order of any nature prohibiting, directly or indirectly, the consummation of the transactions contemplated herein shall have been issued and remain in force by any Governmental Authority against any Borrower, any Guarantor, any Agent, or any Lender; and (md) After giving effect to this Amendment, no Default or Event of Default shall have occurred and be continuing or shall result from the consummation as of the transactions date hereof. (e) No litigation shall have been commenced against any Loan Party or any of its Subsidiaries, either on the date hereof or the Tenth Amendment Effective Date, seeking to restrain or enjoin (whether temporarily, preliminarily or permanently) the performance of any action by any Loan Party required or contemplated hereinby this Amendment or the Credit Agreement as amended by this Amendment or any Loan Document. (f) The Administrative Agent shall have received a true, correct and complete copy, certified as such by the Borrower, of the First Lien Amendment, which shall be in effect as of the Tenth Amendment Effective Date and certified as such by the Borrower.

Conditions Precedent to the Effectiveness of this Amendment. The effectiveness provisions of Sections 2, 5(a) and 5(b) of this Amendment (are conditioned upon, and the Consent contained within this Amendment) is subject to the fulfillmentsuch provisions shall not be effective until, to the reasonable satisfaction of each Agent (or a written waiver by such Agent) of each of the following conditions:conditions (the first date on which all of the following conditions have been satisfied being referred to herein as the “Amendment Effective Date”): (a) Each Agent shall have received this Amendment, duly executed by the parties hereto, and the same shall be in full force and effect; (b) U.S. The Administrative Agent shall have received, in immediately available fundson behalf of the Lenders, the Third Amendment Fee referred to in Section 9(b) hereof; (c) Each Agent shall have received the reaffirmation and consent of each Guarantor attached hereto as Exhibit Athis Amendment, duly executed and delivered by an authorized official of each Guarantorthe Borrower, the Required Lenders and the Administrative Agent (and consented to by the Guarantors); (db) Each The Administrative Agent shall have received an a corresponding amendment to the Fee LetterFCS Facility, duly executed by the parties each party thereto (and consented to the Fee Letter, and the same shall be in full force and effect; (e) Each Agent shall have received the Intercompany Note Subordination Agreement, duly executed by the parties thereto, and Guarantors (as defined under the same shall be in full force and effect; (fFCS Facility)) Each Agent shall have received amendments to the Senior Term Loan Credit Agreement, duly executed by the parties to the Senior Term Loan Credit Agreement, and the same shall be in full force and effect; (g) Each Agent shall have received the joinder documents and supplements that are required to be executed by ▇▇▇▇▇▇▇ Holdco, CLDH and BBCC pursuant to the terms of the Loan Documents, which in each case shall be in form and substance reasonably satisfactory to the AgentsAdministrative Agent; (h) Each Agent shall have received the Senior Secured Note Intercreditor Agreement, and the same shall be in full force and effect; (i) Each Agent shall have received copies of the Senior Secured Note Documents, certified as true and correct copies thereof by an Authorized Person of the Borrowers; (j) The transactions contemplated by the Senior Secured Note Documents shall have been consummated and a portion of the proceeds of Senior Secured Notes shall have been used in respect of the Designated Subordinated Indebtedness Prepayment and the Designated Term Loan Prepayment; (k) After giving effect to this Amendment, the representations and warranties herein and in the Credit Agreement and the other Loan Documents shall be true and correct in all material respects on and as of the date hereof, as though made on such date (except to the extent that such representations and warranties relate solely to an earlier date); (lc) No injunction, writ, restraining order, or other order of any nature prohibiting, directly or indirectly, the consummation of the transactions contemplated herein shall have been issued and remain in force by any Governmental Authority against any Borrower, any Guarantor, any Agent, or any Lender; and (m) After giving effect to this Amendment, no Default or Event of Default shall have occurred and be continuing or continuing; (d) The representations and warranties set forth in this Amendment shall result from the consummation be true and correct in all material respects as of the transactions contemplated hereinAmendment Effective Date (except to the extent any such representation and warranty is expressly stated to have been made as of a specific date, in which case it shall be true and correct as of such specific date); and (i) The Administrative Agent shall have received a substantially final copy of the definitive equity purchase agreement (together with all schedules and exhibits thereto) with respect to the Permitted Subsidiary-1 Equity Sale, in form and substance reasonably acceptable to the Administrative Agent (the “Definitive Agreement”), it being agreed that the form of the Definitive Agreement delivered to the Administrative Agent on August 20, 2018 is reasonably acceptable, (ii) the Definitive Agreement shall not have been altered, amended or otherwise changed or supplemented or any provision waived or consented to in a manner that is materially adverse to the Administrative Agent or the Lenders without the prior written consent of the Administrative Agent (such consent not to be unreasonably withheld, delayed or conditioned) and (iii) the Permitted Subsidiary-1 Equity Sale shall have been consummated in all material respects in accordance with the Definitive Agreement.

Conditions Precedent to the Effectiveness of this Amendment. The effectiveness of this This Amendment (and the Consent contained within this Amendment) is subject to the fulfillment, to the reasonable satisfaction of each Agent (or a written waiver by such Agent) of each shall become effective as of the date when, and only when, the following conditions:conditions precedent have been satisfied (such date, the “Amendment No. 2 Effective Date”): (a) Each The Administrative Agent shall have received counterparts of this Amendment, Amendment duly executed by (1) the parties heretoBorrower, (2) Holdings, (3) the Administrative Agent, (4) each Consenting Lender and the same shall be in full force and effect;(5) each Additional Lender. (b) U.S. Agent shall have received, in immediately available funds, the Third Amendment Fee referred to in Section 9(b) hereof; (c) Each The Administrative Agent shall have received payment of all unpaid fees and expenses owing in connection with this Amendment, including, without limitation, (i) an upfront fee for the reaffirmation and consent account of each Guarantor attached hereto as Exhibit AConsenting Lender equal to 0.15% of the aggregate principal amount of such Consenting Lender’s Revolving Credit Commitments immediately prior to the Amendment No. 2 Effective Date (for the avoidance of doubt, duly executed and delivered by without giving effect to any Additional Revolving Credit Commitments), (ii) an authorized official upfront fee for the account of each Guarantor; Additional Lender equal to 0.25% of the aggregate principal amount of such Additional Lender’s Additional Revolving Credit Commitment as of the Amendment No. 2 Effective Date, (diii) Each Agent shall have received an amendment to the Fee Letterreasonable and documented fees, duly executed by the parties to the Fee Letter, disbursements and the same shall be in full force and effect; (e) Each Agent shall have received the Intercompany Note Subordination Agreement, duly executed by the parties thereto, and the same shall be in full force and effect; (f) Each Agent shall have received amendments to the Senior Term Loan Credit Agreement, duly executed by the parties to the Senior Term Loan Credit Agreement, and the same shall be in full force and effect; (g) Each Agent shall have received the joinder documents and supplements that are required to be executed by other charges of ▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ HoldcoLLP, CLDH and BBCC pursuant counsel to the terms Administrative Agent and (iv) the fees set forth in the engagement letter, dated as of November 28, 2018, between the Loan Documents, which in each case shall be in form Administrative Agent and substance reasonably satisfactory to the Agents;Borrower. (hc) Each Agent shall have received Immediately prior to and immediately after the Senior Secured Note Intercreditor Agreement, and the same shall be in full force and effect; (i) Each Agent shall have received copies of the Senior Secured Note Documents, certified as true and correct copies thereof by an Authorized Person of the Borrowers; (j) The transactions contemplated by the Senior Secured Note Documents shall have been consummated and a portion of the proceeds of Senior Secured Notes shall have been used in respect of the Designated Subordinated Indebtedness Prepayment and the Designated Term Loan Prepayment; (k) After giving effect to this Amendment, the representations and warranties herein and in the Credit Agreement and the other Loan Documents shall be true and correct in all material respects on and as of the date hereof, as though made on such date (except to the extent that such representations and warranties relate solely to an earlier date); (l) No injunction, writ, restraining order, or other order of any nature prohibiting, directly or indirectly, the consummation of the transactions contemplated herein shall have been issued and remain in force by any Governmental Authority against any Borrower, any Guarantor, any Agent, or any Lender; and (m) After giving effect to this AmendmentAmendment No. 2 Effective Date, no Default or Event of Default shall have occurred and be continuing or shall result from the consummation effectiveness of this Amendment. (d) The representations and warranties of the transactions contemplated hereinBorrower contained in Section 4 hereof shall be true and correct in all material respects (and any representation and warranty that is qualified as to materiality or Material Adverse Effect shall be true and correct in all respects) on and as of the Amendment No. 2 Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects (and in all respects if any such representation or warranty is already qualified by materiality) as of such earlier date. (e) The Administrative Agent shall have received a certificate signed by a Responsible Officer of the Borrower certifying as to the satisfaction of the conditions set forth in paragraphs (c) and (d) of this Section 3. (f) The Administrative Agent shall have received a legal opinion of ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, counsel to the Borrower, addressed to the Administrative Agent, the Collateral Agent, the Lenders and the Letter of Credit Issuers, in form and substance reasonably satisfactory to the Administrative Agent. (g) The Administrative Agent shall have received a certificate executed by a Responsible Officer of the Borrower and of Holdings, substantially in the form delivered on the Closing Date, which attaches (A) resolutions or other equivalent action documentation authorizing the Amendment, (B) an incumbency certificate, (C) Organization Documents of the Borrower and of Holdings and (D) good standing certificates of the Borrower and of Holdings. (h) The Administrative Agent shall have received a certificate executed by the Chief Financial Officer of the Borrower as of the Amendment No. 2 Effective Date, substantially in the form of Exhibit G to the Credit Agreement, attesting to the Solvency of the Borrower and its Subsidiaries (on a consolidated basis) immediately after giving effect to this Amendment. (i) The Borrower shall have provided to the Additional Lenders at least three (3) Business Days prior to the Amendment No. 2 Effective Date (x) the documentation and other information that such Additional Lender reasonably determines is required by United States regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the USA PATRIOT Act and (y) if the Borrower qualifies as a “legal entity customer” under 31 C.F.R. § 1010.230, a Beneficial Ownership Certification in relation to the Borrower, in each case, that is reasonably requested by any Additional Lender no later than five (5) Business Days prior to the Amendment No. 2 Effective Date.

Conditions Precedent to the Effectiveness of this Amendment. The effectiveness of this This Amendment shall become effective as of, and with effect from, September 30, 2012 (and the Consent contained within this Amendment) is “Ninth Amendment Effective Date”), subject to the fulfillment, to the reasonable satisfaction of each Agent (or a written waiver by such Agent) of each of the following conditions:conditions precedent (the date such conditions precedent are satisfied being the “CP Date”): (a) Each Agent The Borrower, the Facility Guarantors and each Lender shall have received duly executed and delivered to the Administrative Agent this Amendment, duly executed by the parties hereto, and the same shall be in full force and effect;. (b) U.S. Agent The Borrower shall have receivedpaid in cash to each Lender, in immediately available fundson a pro rata basis, the Third Amendment Fee referred an amendment fee equal to in Section 9(b) hereof;$166,418.35. (c) Each Agent All corporate and other proceedings required in connection with this Amendment, and all documents, instruments and other legal matters in connection with the transactions contemplated by this Amendment, shall be satisfactory in all respects to the Lenders, and the Lenders shall have received such documents and certificates as the reaffirmation Lenders or their counsel may reasonably request relating to the authorization of the transactions contemplated by this Amendment, all in form and consent of each Guarantor attached hereto as Exhibit A, duly executed substance satisfactory to the Lenders and delivered by an authorized official of each Guarantor;their counsel. (d) Each Agent shall have received an amendment to the Fee Letter, duly executed by the parties to the Fee Letter, and the same shall be in full force and effect; (e) Each Agent shall have received the Intercompany Note Subordination Agreement, duly executed by the parties thereto, and the same shall be in full force and effect; (f) Each Agent shall have received amendments to the Senior Term Loan Credit Agreement, duly executed by the parties to the Senior Term Loan Credit Agreement, and the same shall be in full force and effect; (g) Each Agent shall have received the joinder documents and supplements that are required to be executed by ▇▇▇▇▇▇▇ Holdco, CLDH and BBCC pursuant to the terms of the Loan Documents, which in each case shall be in form and substance reasonably satisfactory to the Agents; (h) Each Agent shall have received the Senior Secured Note Intercreditor Agreement, and the same shall be in full force and effect; (i) Each Agent shall have received copies of the Senior Secured Note Documents, certified as true and correct copies thereof by an Authorized Person of the Borrowers; (j) The transactions contemplated by the Senior Secured Note Documents shall have been consummated and a portion of the proceeds of Senior Secured Notes shall have been used in respect of the Designated Subordinated Indebtedness Prepayment and the Designated Term Loan Prepayment; (k) After giving effect to this Amendment, the representations and warranties herein contained in Section V (Representations and in the Credit Agreement and the other Loan Documents Warranties) of this Amendment shall be true and correct in all material respects on and as of the date hereof, as though made on such date (except to the extent that such representations and warranties relate solely to an earlier date);correct. (l) No injunction, writ, restraining order, or other order of any nature prohibiting, directly or indirectly, the consummation of the transactions contemplated herein shall have been issued and remain in force by any Governmental Authority against any Borrower, any Guarantor, any Agent, or any Lender; and (me) After giving effect to this Amendment, no Default or Event of Default shall have occurred and be continuing or shall result from the consummation as of the transactions date hereof. (f) No litigation shall have been commenced against any Loan Party or any of its Subsidiaries, either on the date hereof or the CP Date, seeking to restrain or enjoin (whether temporarily, preliminarily or permanently) the performance of any action by any Loan Party required or contemplated hereinby this Amendment or the Credit Agreement as amended by this Amendment or any Loan Document.

Conditions Precedent to the Effectiveness of this Amendment. The effectiveness This Amendment shall become effective as of the first date on which the Administrative Agent shall have received counterparts of this Amendment (executed by the Borrower and the Consent contained within Required Lenders or, as to any of the Lender Parties, advice satisfactory to the Administrative Agent that such Lender Party has executed this Amendment) is subject to the fulfillment, to the reasonable satisfaction of each Agent (or a written waiver by such Agent. Section 1(d) of this Amendment shall become effective on the later of the Amendment Effective Date (as defined below) and January 1, 2003. Section 1(a), (b) and (c) of this Amendment shall become effective as of the first date (the "AMENDMENT EFFECTIVE DATE") on which, and only if, each of the following conditionsconditions precedent shall have been satisfied: (a) Each The Administrative Agent shall have received this Amendment, duly (i) the Consent attached hereto executed by the parties heretoBorrower and UIC Holdings, L.L.C. and (ii) certified copies of the same shall be in full force and effect; (b) U.S. Agent shall have received, in immediately available funds, the Third Amendment Fee referred to in Section 9(b) hereof; (c) Each Agent shall have received the reaffirmation and consent of each Guarantor attached hereto as Exhibit A, duly executed and delivered by an authorized official of each Guarantor; (d) Each Agent shall have received an amendment to the Fee Letter, duly executed by the parties to the Fee Letter, and the same shall be in full force and effect; (e) Each Agent shall have received the Intercompany Note Subordination Agreement, duly executed by the parties thereto, and the same shall be in full force and effect; (f) Each Agent shall have received amendments to the Senior Term Loan Credit Agreement, duly executed by the parties to the Senior Term Loan Credit Agreement, and the same shall be in full force and effect; (g) Each Agent shall have received the joinder documents and supplements that are required to be executed by ▇▇▇▇▇▇▇ HoldcoAgreements, CLDH in sufficient copies for each Lender and BBCC pursuant to the terms of the Loan Documents, which in each case shall be in form and substance reasonably satisfactory to the Agents;Administrative Agent. (hb) Each Agent The ▇▇▇▇▇▇▇ Transaction shall have received been consummated in compliance with all applicable laws, rules and regulations. (c) All of the Senior Secured Note Intercreditor Agreementconsents, approvals and authorizations of, and notices and filings to or with, and other actions by, any governmental or regulatory authority or any other Person necessary in connection with this Amendment, the same ▇▇▇▇▇▇▇ Transaction or any of the other transactions contemplated hereby or thereby shall be have been obtained (without the imposition of any conditions that are not reasonably acceptable to the Required Lenders) and shall remain in full force and effect; (i) Each Agent ; and no law, rule or regulation shall have received copies be applicable in the reasonable judgment of the Senior Secured Note DocumentsRequired Lenders that restrains, certified as true and correct copies thereof by an Authorized Person of the Borrowers; (j) The transactions contemplated by the Senior Secured Note Documents shall have been consummated and a portion of the proceeds of Senior Secured Notes shall have been used in respect of the Designated Subordinated Indebtedness Prepayment and the Designated Term Loan Prepayment; (k) After giving effect to prevents or imposes materially adverse conditions upon this Amendment, the ▇▇▇▇▇▇▇ Transaction or any of the other transactions contemplated hereby or thereby. (d) The representations and warranties herein and contained in each of the Credit Agreement and the other Loan Documents shall be true and correct in all material respects on and as of the date hereofAmendment Effective Date, as though made on such date (except to the extent that such representations and warranties relate solely to an earlier date); (l) No injunction, writ, restraining order, or other order of any nature prohibiting, directly or indirectly, the consummation of the transactions contemplated herein shall have been issued and remain in force by any Governmental Authority against any Borrower, any Guarantor, any Agent, or any Lender; and (m) After after giving effect to this Amendment, no Default as though made on and as of such date (except (i) for any such representation and warranty that, by its terms, refers to a specific date other than the Amendment Effective Date, in which case as of such specific date, and (ii) that the financial statements of the Borrower referred to in Sections 4.01(f) and 4.01(g) of the Credit Agreement shall be deemed to refer to the financial statements of the Borrower comprising part of the Required Financial Information most recently delivered to the Administrative Agent and the Lender Parties pursuant to Sections 5.03(c) and 5.03(d), respectively, on or Event of Default prior to the Amendment Effective Date). (e) No event shall have occurred and be continuing or shall result from the consummation effectiveness of this Amendment that constitutes a Default. (f) The Borrower shall have paid to the Administrative Agent, for the account of each of the transactions contemplated Lenders that has executed and delivered a counterpart of this Amendment to the Administrative Agent prior to 5:00pm (New York City time) on September 30, 2002 an amendment fee of 0.05% on the aggregate Commitments of such Lender in effect immediately prior to the Amendment Effective Date, it being understood, that no amendment fee shall be payable by the Borrower for the account of any Lender if this Amendment has not been approved prior to 5:00pm (New York City time) on September 30, 2002 by the Required Lenders. (g) All of the accrued fees and expenses of the Administrative Agent, the Lead Arranger and Book Manager and the Lender Parties (including the accrued fees and expenses of counsel for the Agents) that are then due and payable shall have been paid in full. (h) The Administrative Agent shall have received on or before the Amendment Effective Date the following, each dated such date (unless otherwise specified), in form and substance satisfactory to the Administrative Agent and in sufficient copies for each Lender party: (i) Certified copies of the resolutions of the Board of Directors of the Borrower approving this Amendment and of all documents evidencing other necessary corporate action and governmental and other third party approvals and consents, if any, with respect to this Amendment. (ii) A certificate of the Secretary or an Assistant Secretary of the Borrower certifying the names and true signatures of the officers of the Borrower authorized to sign this Amendment and the other documents to be delivered hereunder. (iii) Certificates representing all of the Equity Interests in Sylorr Plant Corporation, a Delaware corporation and a wholly-owned Subsidiary of the Borrower ("SYLORR"), accompanied by undated stock powers or other appropriate powers, duly executed in blank. (iv) A Security Agreement Supplement duly executed by Sylorr, together with: (A) proper termination statements (Form UCC-3 or a comparable form) or the equivalent thereof under the Uniform Commercial Code (or any similar Requirements of Law) of all jurisdictions that may have been necessary or that the Administrative Agent may have deemed reasonably desirable in order to terminate or amend existing liens on and security interests in the Collateral of Sylorr, in each case completed in a manner satisfactory to the Administrative Agent; (B) proper financing statements (Form UCC-1 or a comparable form) or the equivalent thereof under the Uniform Commercial Code (or any similar Requirements of Law) of all jurisdictions that may have been necessary or the Administrative Agent may have deemed reasonably desirable in order to perfect and protect the liens and security interests created or purported to be created under such Security Agreement Supplement, covering the Collateral of Sylorr, in each case, completed in a manner reasonably satisfactory to the Administrative Agent; (C) completed requests for information, dated reasonably near the Amendment Effective Date, listing all effective financing statements filed in the jurisdictions referred to in subclause (iv)(B) of this Section 3(g) that named Sylorr as debtor, together with copies of such other financing statements; (D) IP Security Agreements--Short Form, covering all of the Copyrights, Patents and Trademarks of Sylorr, in each case completed in a manner satisfactory to the Administrative Agent and duly executed by Sylorr; (E) a consent, in form and substance reasonably satisfactory to the Administrative Agent, to the collateral assignment of the Asset Purchase Agreement and the rights and interest of Sylorr and the Borrower thereunder to the Administrative Agent, duly executed by each party to such Asset Purchase Agreement other than the Borrower and Sylorr; (F) evidence that all of the other actions (including, without limitation, the completion of all of the other recordings and filings of or with respect to such Security Agreement Supplement) that may have been necessary or that the Administrative Agent may have deemed reasonably desirable in order to perfect and protect the liens and security interests created under such Security Agreement Supplement had been taken or would be taken in accordance with the terms of the Loan Documents. (v) A favorable opinion of ▇▇▇▇▇▇▇▇ and ▇▇▇▇▇, counsel for the Borrower, in form and substance reasonably satisfactory to the Administrative Agent. (vi) A Subsidiaries Guarantee, duly executed by Sylorr. (vii) Such other mortgages, security agreements or pledge agreements (or other similar documents), in each case in form and substance reasonably satisfactory to the Administrative Agent, in each case, duly executed by Sylorr. (viii) Such financial, business and other information regarding the Borrower and its property, assets and businesses as the Administrative Agent or the Lender Parties shall have requested. (ix) Such other opinions, certificates, documents and information as the Administrative Agent or the Required Lenders may reasonably request. The effectiveness of this Amendment is further conditioned upon the accuracy of all of the factual matters described herein. This Amendment is subject to the provisions of Section 8.01 of the Credit Agreement.

Conditions Precedent to the Effectiveness of this Amendment. The effectiveness This Amendment shall become effective as of this Amendment the first date (the "AMENDMENT EFFECTIVE DATE") on which, and the Consent contained within this Amendment) is subject to the fulfillmentonly if, to the reasonable satisfaction of each Agent (or a written waiver by such Agent) of each of the following conditionsconditions precedent shall have been satisfied: (a) Each The Administrative Agent shall have received on or before 5:00 p.m. (Charlotte time) on January 25, 2000, (i) counterparts of this Amendment, duly Amendment executed by the parties hereto, Borrower and the same shall be in full force Required Lenders or, as to any of the Lender Parties, advice satisfactory to the Administrative Agent that such Lender Party has executed this Amendment and effect;(ii) counterparts of the Consent attached hereto executed and delivered by each of the Loan Parties (other than the Borrower). (b) U.S. Agent shall have received, in immediately available funds, the Third Amendment Fee referred to in Section 9(b) hereof; (c) Each Agent shall have received the reaffirmation and consent of each Guarantor attached hereto as Exhibit A, duly executed and delivered by an authorized official of each Guarantor; (d) Each Agent shall have received an amendment to the Fee Letter, duly executed by the parties to the Fee Letter, and the same shall be in full force and effect; (e) Each Agent shall have received the Intercompany Note Subordination Agreement, duly executed by the parties thereto, and the same shall be in full force and effect; (f) Each Agent shall have received amendments to the Senior Term Loan Credit Agreement, duly executed by the parties to the Senior Term Loan Credit Agreement, and the same shall be in full force and effect; (g) Each Agent shall have received the joinder documents and supplements that are required to be executed by ▇▇▇▇▇▇▇ Holdco, CLDH and BBCC pursuant to the terms of the Loan Documents, which in each case shall be in form and substance reasonably satisfactory to the Agents; (h) Each Agent shall have received the Senior Secured Note Intercreditor Agreement, and the same shall be in full force and effect; (i) Each Agent shall have received copies of the Senior Secured Note Documents, certified as true and correct copies thereof by an Authorized Person of the Borrowers; (j) The transactions contemplated by the Senior Secured Note Documents shall have been consummated and a portion of the proceeds of Senior Secured Notes shall have been used in respect of the Designated Subordinated Indebtedness Prepayment and the Designated Term Loan Prepayment; (k) After giving effect to this Amendment, the representations and warranties herein and set forth in each of the Credit Agreement and the other Loan Documents shall be true and correct in all material respects on and as of the date hereofAmendment Effective Date, as though made on such date (except to the extent that such representations before and warranties relate solely to an earlier date); (l) No injunction, writ, restraining order, or other order of any nature prohibiting, directly or indirectly, the consummation of the transactions contemplated herein shall have been issued and remain in force by any Governmental Authority against any Borrower, any Guarantor, any Agent, or any Lender; and (m) After after giving effect to this Amendment, no Default as though made on and as of such date (except (i) for any such representation and warranty that, by its terms, refers to a specific date other than the Amendment Effective Date, in which case as of such specific date, (ii) that the Consolidated financial statements of the Borrower and its Subsidiaries referred to in Sections 4.01(f) and 4.01(g) of the Credit Agreement shall be deemed to refer to the Consolidated financial statements of the Borrower and its Subsidiaries comprising part of the Required Financial Information most recently delivered to the Administrative Agent and the Lender Parties pursuant to Sections 5.03(b) and 5.03(c), respectively, on or Event prior to the Amendment Effective Date and (iii) that the forecasted Consolidated financial statements of Default the Borrower and its Subsidiaries referred to in Section 4.01(h) of the Credit Agreement shall be deemed to refer to the forecasted Consolidated financial statements of the Borrower and its Subsidiaries most recently delivered to the Administrative Agent and the Lender Parties prior to the Amendment Effective Date). (c) No event shall have occurred and be continuing continuing, or shall result from the consummation effectiveness of this Amendment, that constitutes a Default. (d) All of the transactions contemplated reasonable fees and expenses of the Administrative Agent and the Arranger (including the reasonable fees and expenses of counsel for the Administrative Agent) due and payable on the Amendment Effective Date shall have been paid in full. The effectiveness of this Amendment is further conditioned upon the accuracy of all of the factual matters described herein. This Amendment is subject to the provisions of Section 8.01 of the Credit Agreement.

Conditions Precedent to the Effectiveness of this Amendment. The effectiveness of this This Amendment (and the Consent contained within this Amendment) is subject to the fulfillment, to the reasonable satisfaction of each Agent (or a written waiver by such Agent) of each shall become effective as of the date when, and only when, the following conditions:conditions precedent have been satisfied (such date, the “Amendment No. 1 Effective Date”): (a) Each The Administrative Agent shall have received counterparts of this Amendment, Amendment duly executed by (1) the parties heretoBorrower, (2) the Administrative Agent, (3) the Incremental Lenders and (4) the same shall be in full force and effect;Required Lenders. (b) U.S. Agent shall have received, in immediately available funds, the Third Amendment Fee referred to in Section 9(b) hereof; (c) Each The Administrative Agent shall have received payment of all unpaid fees and expenses owing in connection with this Amendment, including, without limitation, (i) an upfront fee for the reaffirmation and consent account of each Guarantor attached hereto Incremental Lender equal to 0.25% of the aggregate principal amount of such Lender’s Incremental Revolving Credit Commitment as Exhibit Aof the Amendment No. 1 Effective Date and (ii) the reasonable and documented fees, duly executed disbursements and delivered by an authorized official other charges of each Guarantor; (d) Each Agent shall have received an amendment to the Fee Letter, duly executed by the parties to the Fee Letter, and the same shall be in full force and effect; (e) Each Agent shall have received the Intercompany Note Subordination Agreement, duly executed by the parties thereto, and the same shall be in full force and effect; (f) Each Agent shall have received amendments to the Senior Term Loan Credit Agreement, duly executed by the parties to the Senior Term Loan Credit Agreement, and the same shall be in full force and effect; (g) Each Agent shall have received the joinder documents and supplements that are required to be executed by ▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ HoldcoLLP, CLDH and BBCC pursuant counsel to the terms of the Loan Documents, which in each case shall be in form and substance reasonably satisfactory to the Agents;Administrative Agent. (hd) Each Agent shall have received Immediately prior to and immediately after the Senior Secured Note Intercreditor Agreement, and the same shall be in full force and effect; (i) Each Agent shall have received copies of the Senior Secured Note Documents, certified as true and correct copies thereof by an Authorized Person of the Borrowers; (j) The transactions contemplated by the Senior Secured Note Documents shall have been consummated and a portion of the proceeds of Senior Secured Notes shall have been used in respect of the Designated Subordinated Indebtedness Prepayment and the Designated Term Loan Prepayment; (k) After giving effect to this Amendment, the representations and warranties herein and in the Credit Agreement and the other Loan Documents shall be true and correct in all material respects on and as of the date hereof, as though made on such date (except to the extent that such representations and warranties relate solely to an earlier date); (l) No injunction, writ, restraining order, or other order of any nature prohibiting, directly or indirectly, the consummation of the transactions contemplated herein shall have been issued and remain in force by any Governmental Authority against any Borrower, any Guarantor, any Agent, or any Lender; and (m) After giving effect to this AmendmentAmendment No. 1 Effective Date, no Default or Event of Default shall have occurred and be continuing or shall result from the consummation effectiveness of this Amendment. (e) The representations and warranties of the transactions contemplated hereinBorrower contained in Section 4 hereof shall be true and correct in all material respects (and any representation and warranty that is qualified as to materiality or Material Adverse Effect shall be true and correct in all respects) on and as of the Amendment No. 1 Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects (and in all respects if any such representation or warranty is already qualified by materiality) as of such earlier date. (f) The Administrative Agent shall have received a certificate signed by a Responsible Officer of the Borrower certifying as to the satisfaction of the conditions set forth in paragraphs (d) and (e) of this Section 3. (g) The Administrative Agent shall have received a legal opinion of ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, counsel to the Borrower, addressed to the Administrative Agent, the Collateral Agent, the Lenders and the Letter of Credit Issuers, in form and substance reasonably satisfactory to the Administrative Agent. (h) The Administrative Agent shall have received a certificate executed by a Responsible Officer of the Borrower, substantially in the form delivered on the Closing Date, which attaches (A) resolutions or other equivalent action documentation authorizing the Amendment, (B) an incumbency certificate, (C) Organization Documents of the Borrower and (D) a good standing certificate. (i) The Administrative Agent shall have received a certificate executed by the Chief Financial Officer of the Borrower as of the Amendment No. 1 Effective Date, substantially in the form of Exhibit G to the Credit Agreement, attesting to the Solvency of the Borrower and its Subsidiaries (on a consolidated basis) immediately after giving effect to this Amendment. (j) The Borrower shall have provided the documentation and other information to the Incremental Lenders that is reasonably requested by any Incremental Lender no later than five (5) Business Days prior to the Amendment No. 1 Effective Date that such Incremental Lender reasonably determines is required by United States regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the USA PATRIOT Act.

Conditions Precedent to the Effectiveness of this Amendment. The effectiveness This Amendment shall become effective as of this Amendment (and the Consent contained within this Amendment) is subject to the fulfillment, to the reasonable satisfaction of each Agent (or a written waiver by such Agent) of date on which each of the following conditions:conditions precedent shall have been satisfied (the date of satisfaction of such conditions being referred to herein as the “Second Amendment Effective Date”): (a) Each the Administrative Agent shall have received this Amendment, duly executed by each of the parties heretoBorrower, the Guarantors and the same shall be in full force and effectLenders; (b) U.S. the Administrative Agent shall have receivedreceived a Reaffirmation and Confirmation Agreement, in immediately available fundsduly executed by each of the Borrower, the Third Amendment Fee referred to in Section 9(b) hereofGuarantors and the Administrative Agent; (c) Each Agent shall have received the reaffirmation and consent of each Guarantor attached hereto as Exhibit A, duly executed and delivered by an authorized official of each Guarantor; (d) Each Agent shall have received an amendment to the Fee Letter, duly executed by the parties to the Fee Letter, and the same shall be in full force and effect; (e) Each Agent shall have received the Intercompany Note Subordination Agreement, duly executed by the parties thereto, and the same shall be in full force and effect; (f) Each Agent shall have received amendments to the Senior Term Loan Credit Agreement, duly executed by the parties to the Senior Term Loan Credit Agreement, and the same shall be in full force and effect; (g) Each Agent shall have received the joinder documents and supplements that are required to be executed by ▇▇▇▇▇▇▇ Holdco, CLDH and BBCC pursuant to the terms of the Loan Documents, which in each case shall be in form and substance reasonably satisfactory to the Agents; (h) Each Agent shall have received the Senior Secured Note Intercreditor Agreement, and the same shall be in full force and effect; (i) Each Agent shall have received copies of the Senior Secured Note Documents, certified as true and correct copies thereof by an Authorized Person of the Borrowers; (j) The transactions contemplated by the Senior Secured Note Documents shall have been consummated and a portion of the proceeds of Senior Secured Notes shall have been used in respect of the Designated Subordinated Indebtedness Prepayment and the Designated Term Loan Prepayment; (k) After giving effect to this Amendment, the representations and warranties herein and set forth in Article III of the Credit Agreement are and the other Loan Documents shall will be true and correct in all material respects on and as of the date hereofSecond Amendment Effective Date, to the same extent as though made on and as of such date (date, except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall be true and correct in all material respects as of such earlier date); (ld) No injunction, writ, restraining order, or other order of any nature prohibiting, directly or indirectly, the consummation as of the transactions contemplated herein shall have been issued and remain in force by any Governmental Authority against any Borrower, any Guarantor, any Agent, or any Lender; and (m) After giving effect to this AmendmentSecond Amendment Effective Date, no Event of Default or Event of Default shall have occurred and be continuing continuing; (e) the Borrower shall have paid (i) an amendment fee in an amount equal to 0.20% of the existing Commitments of each Lender that has consented to this Amendment prior to the deadline for submission of signature pages specified by the Administrative Agent, (ii) an amendment fee in an amount equal to 0.50% of the new Commitments of each Lender that has consented to this Amendment prior to the deadline for submission of signature pages specified by the Administrative Agent and (iii) all fees and expenses payable to the Lenders and the Administrative Agent hereunder or under any other Loan Document, including as set forth in Section 6 hereof; (f) the Borrower shall result from the consummation of have obtained all material consents necessary or advisable in connection with the transactions contemplated hereinby this Amendment; and (g) The Administrative Agent shall have received, on behalf of itself, the Collateral Agent, the Lenders and each Issuing Bank on the Closing Date, a favorable written opinion of ▇▇▇▇▇▇, ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, special New York counsel for the Loan Parties.

Conditions Precedent to the Effectiveness of this Amendment. The effectiveness This Amendment shall become effective as of this the first date (such date being referred to as the “Amendment (and the Consent contained within this AmendmentNo. 4 Effective Date”) is subject to the fulfillment, to the reasonable satisfaction of each Agent (or a written waiver by such Agent) of when each of the following conditionsconditions shall have been satisfied: (a) Each The Administrative Agent (or its counsel) shall have received (A) from the Additional Refinancing Lenders, the Required Lenders (which shall include the Additional Refinancing Lenders), Holdco, the Borrower, the Administrative Agent and the Subsidiary Loan Parties a counterpart of this Amendment signed on behalf of such party and (B) from the Borrower, Note(s) executed by Borrower for each Lender that requests such Note(s) at least one Business Day prior to the Amendment No. 4 Effective Date. (b) The Administrative Agent shall have received this Amendment, duly executed by a written opinion (addressed to the parties hereto, Administrative Agent and the same shall be in full force Lenders and effect; (bdated the Amendment No. 4 Effective Date) U.S. Agent shall have received, in immediately available funds, the Third Amendment Fee referred to in Section 9(b) hereof; (c) Each Agent shall have received the reaffirmation and consent of each Guarantor attached hereto as Exhibit A, duly executed and delivered by an authorized official of each Guarantor; (d) Each Agent shall have received an amendment to the Fee Letter, duly executed by the parties to the Fee Letter, and the same shall be in full force and effect; (e) Each Agent shall have received the Intercompany Note Subordination Agreement, duly executed by the parties thereto, and the same shall be in full force and effect; (f) Each Agent shall have received amendments to the Senior Term Loan Credit Agreement, duly executed by the parties to the Senior Term Loan Credit Agreement, and the same shall be in full force and effect; (g) Each Agent shall have received the joinder documents and supplements that are required to be executed by ▇▇▇▇▇▇▇▇ Holdco& ▇▇▇▇▇ LLP, CLDH and BBCC pursuant to the terms of counsel for the Loan DocumentsParties, which in each case shall be in form and substance reasonably satisfactory acceptable to the Agents;Administrative Agent. Each of Borrower and Holdco hereby requests such counsel to deliver such opinion. (hc) Each The Administrative Agent shall have received: (i) a copy of each Organizational Document of the Borrower and Holdco and, to the extent applicable, certified as of a recent date by the appropriate governmental official; (ii) signature and incumbency certificates of the officers of each Loan Party executing the Loan Documents to which it is a party (or a certification that there have been no changes to such officers since the applicable signature and incumbency certificate delivered on the Closing Date, Amendment No. 1 Effective Date or Amendment No. 2 Effective Date, as applicable); (iii) resolutions of the board of directors or similar governing body of each Loan Party approving and authorizing the execution, delivery and performance of this Amendment and the other documents to which such Loan Party is a party as of the Amendment No. 4 Effective Date, certified as of the Amendment No. 4 Effective Date by such Loan Party as being in full force and effect without modification or amendment; and (iv) a good standing certificate (to the extent such concept is known in the relevant jurisdiction) from the applicable Governmental Authority of Holdco’s and the Borrower’s respective jurisdiction of incorporation, organization or formation dated a recent date prior to the Amendment No. 4 Effective Date. (d) The Administrative Agent shall have received a certificate, dated the Senior Secured Note Intercreditor AgreementAmendment No. 4 Effective Date and signed by a Responsible Officer or the President or Vice President of Holdco, confirming compliance with the conditions set forth in paragraphs (f) and the same shall be in full force and effect;(g) of this Section 3. (ie) Each The Administrative Agent shall have received copies of from the Senior Secured Note Documents, certified as true Borrower in cash (i) all fees and correct copies thereof by an Authorized Person of the Borrowers; (j) The transactions contemplated other amounts due and payable by the Senior Secured Note Documents shall have been consummated and a portion of Borrower on or prior to the proceeds of Senior Secured Notes shall have been used in respect of the Designated Subordinated Indebtedness Prepayment and the Designated Term Loan Prepayment; (k) After giving effect to this AmendmentAmendment No. 4 Effective Date, the representations and warranties herein and in the Credit Agreement and the other Loan Documents shall be true and correct in all material respects on and as of the date hereofincluding, as though made on such date (except to the extent that such representations invoiced at least one Business Day prior to the Amendment No. 4 Effective Date, reimbursement or payment of all reasonable and warranties relate solely documented out-of-pocket expenses (including fees, charges and disbursements of counsel) required to an earlier date); be reimbursed or paid by the Borrower under any Loan Document, and (lii) No injunction, writ, restraining order, all accrued and unpaid interest on the Tranche B-2 Term Loans being repaid (either with cash proceeds or other order of any nature prohibiting, directly or indirectly, by exchange into Tranche B-5 Term Loans) on the consummation of the transactions contemplated herein shall have been issued and remain in force by any Governmental Authority against any Borrower, any Guarantor, any Agent, or any Lender; and (m) After giving effect to this Amendment, no Default or Event of Default shall have occurred and be continuing or shall result from the consummation of the transactions contemplated herein.Amendment No. 4

Conditions Precedent to the Effectiveness of this Amendment. The effectiveness provisions of Sections 2 and 3 of this Amendment (are conditioned upon, and the Consent contained within this Amendment) is subject to the fulfillmentsuch provisions shall not be effective until, to the reasonable satisfaction of each Agent (or a written waiver by such Agent) of each of the following conditions:conditions (the first date on which all of the following conditions have been satisfied being referred to herein as the “Amendment Effective Date”): (a) Each Agent shall have received this Amendment, duly executed by the parties hereto, and the same shall be in full force and effect; (b) U.S. The Administrative Agent shall have received, in immediately available fundson behalf of the Lenders, the Third Amendment Fee referred to in Section 9(b) hereof; (c) Each Agent shall have received the reaffirmation and consent of each Guarantor attached hereto as Exhibit Athis Amendment, duly executed and delivered by an authorized official of each Guarantorthe Borrower, the Required Lenders and the Administrative Agent (and consented to by the Guarantors); (db) Each The Borrower shall have paid to the Administrative Agent, for the account of each Lender that has executed and delivered a signature page to this Amendment on or prior to the date hereof (each, a “Consenting Lender”), a non-refundable amendment fee in an amount equal to 0.05% of such Consenting Lender’s Commitments as of the Amendment Effective Date (collectively, the “Amendment Fees”). The Amendment Fees are fully earned, due and payable as of the Amendment Effective Date. (c) The Administrative Agent shall have received an a corresponding amendment to the Fee LetterFCS Facility, duly executed by the parties each party thereto (and consented to the Fee Letter, and the same shall be in full force and effect; (e) Each Agent shall have received the Intercompany Note Subordination Agreement, duly executed by the parties thereto, and Guarantors (as defined under the same shall be in full force and effect; (fFCS Facility)) Each Agent shall have received amendments to the Senior Term Loan Credit Agreement, duly executed by the parties to the Senior Term Loan Credit Agreement, and the same shall be in full force and effect; (g) Each Agent shall have received the joinder documents and supplements that are required to be executed by ▇▇▇▇▇▇▇ Holdco, CLDH and BBCC pursuant to the terms of the Loan Documents, which in each case shall be in form and substance reasonably satisfactory to the AgentsAdministrative Agent; (h) Each Agent shall have received the Senior Secured Note Intercreditor Agreement, and the same shall be in full force and effect; (i) Each Agent shall have received copies of the Senior Secured Note Documents, certified as true and correct copies thereof by an Authorized Person of the Borrowers; (j) The transactions contemplated by the Senior Secured Note Documents shall have been consummated and a portion of the proceeds of Senior Secured Notes shall have been used in respect of the Designated Subordinated Indebtedness Prepayment and the Designated Term Loan Prepayment; (k) After giving effect to this Amendment, the representations and warranties herein and in the Credit Agreement and the other Loan Documents shall be true and correct in all material respects on and as of the date hereof, as though made on such date (except to the extent that such representations and warranties relate solely to an earlier date); (ld) No injunction, writ, restraining order, or other order of any nature prohibiting, directly or indirectly, the consummation of the transactions contemplated herein shall have been issued and remain in force by any Governmental Authority against any Borrower, any Guarantor, any Agent, or any Lender; and (m) After giving effect to this Amendment, no Default or Event of Default shall have occurred and be continuing or continuing; and (e) The representations and warranties set forth in this Amendment shall result from the consummation be true and correct in all material respects as of the transactions contemplated hereinAmendment Effective Date (except to the extent any such representation and warranty is expressly stated to have been made as of a specific date, in which case it shall be true and correct as of such specific date).

Conditions Precedent to the Effectiveness of this Amendment. The effectiveness of this Amendment (the amendments, agreements and the Consent provisions contained within this Amendment) in Sections 2, 3, 4 and 5 above is subject to the fulfillmentconditioned upon, to the reasonable satisfaction of each Agent (or a written waiver by and such Agent) of amendments, agreements and provisions shall not be effective until, each of the following conditions:conditions has been satisfied unless any such condition has been waived in writing by all the Lenders (the first date on which all of the following conditions have been satisfied or waived in writing being referred to herein as the “Amendment Effective Date”): (a) Each Agent shall have received this Amendment, duly executed by the parties hereto, and the same shall be in full force and effect; (b) U.S. The Administrative Agent shall have received, in immediately available fundson behalf of the Lenders, the Third Amendment Fee referred to in Section 9(b) hereof; (c) Each Agent shall have received the reaffirmation and consent of each Guarantor attached hereto as Exhibit Athis Amendment, duly executed and delivered by Borrower, the Administrative Agent, all of the Lenders and the Guarantors. (b) The Administrative Agent shall have received, on behalf of the Lenders, the Amendment Fees and the Upfront Fees. (c) The Administrative Agent shall have received, on behalf of the Lenders, a certificate of the Secretary or an authorized official Assistant Secretary of each Guarantor;Borrower, dated as of the Amendment Effective Date, certifying that attached thereto are true and correct copies of resolutions duly adopted by the board of directors of Borrower and continuing in effect, which authorize the execution, delivery and performance by Borrower of this Amendment. (d) Each Agent shall have received an amendment A certificate of a Senior Officer, addressed to the Fee Letter, duly executed by the parties to the Fee Letter, Administrative Agent and the same shall be in full force and effect; (e) Each Agent shall have received the Intercompany Note Subordination Agreement, duly executed by the parties thereto, and the same shall be in full force and effect; (f) Each Agent shall have received amendments to the Senior Term Loan Credit Agreement, duly executed by the parties to the Senior Term Loan Credit Agreement, and the same shall be in full force and effect; (g) Each Agent shall have received the joinder documents and supplements that are required to be executed by ▇▇▇▇▇▇▇ Holdco, CLDH and BBCC pursuant to the terms dated as of the Loan DocumentsAmendment Effective Date, which in each case shall be in form and substance reasonably satisfactory to the Agents; (h) Each Agent shall have received the Senior Secured Note Intercreditor Agreement, and the same shall be in full force and effect; certifying that (i) Each Agent shall have received copies of the Senior Secured Note Documents, certified as true and correct copies thereof by an Authorized Person of the Borrowers; (j) The transactions contemplated by the Senior Secured Note Documents shall have been consummated and a portion of the proceeds of Senior Secured Notes shall have been used in respect of the Designated Subordinated Indebtedness Prepayment and the Designated Term Loan Prepayment; (k) After giving effect to this Amendment, the representations and warranties herein set forth in this Amendment and in Article 4 of the Amended Credit Agreement (as defined below) and in the other Loan Documents are true and correct in all material respects as of such date (except for such representations and warranties made as of a specified date, which shall be true and correct in all material respects on and as of the date hereof, as though made on such date date) and (except to the extent that such representations and warranties relate solely to an earlier date); (lii) No injunction, writ, restraining order, or other order of any nature prohibiting, directly or indirectly, the consummation of the transactions contemplated herein shall have been issued and remain in force by any Governmental Authority against any Borrower, any Guarantor, any Agent, or any Lender; and (m) After giving effect to this Amendment, no Default or Event of Default shall have has occurred and is continuing as of such date. (e) The representations and warranties set forth in this Amendment shall be continuing or shall result from the consummation true and correct in all material respects as of the transactions contemplated hereinAmendment Effective Date.

Conditions Precedent to the Effectiveness of this Amendment. The effectiveness of this This Amendment (and the Consent contained within this Amendment) is subject to the fulfillment, to the reasonable satisfaction of each Agent (or a written waiver by such Agent) of each shall become effective as of the date when, and only when, the following conditions:conditions precedent have been satisfied (such date, the “Amendment No. 1 Effective Date”): (a) Each The Administrative Agent shall have received counterparts of this Amendment, Amendment duly executed by (1) the parties heretoLoan Parties, (2) the Administrative Agent, (3) each of the Lenders and the same shall be in full force Issuing Banks and effect;(5) each Additional Lender. (b) U.S. Agent shall have received, in immediately available funds, the Third Amendment Fee referred to in Section 9(b) hereof; (c) Each The Administrative Agent shall have received payment of all unpaid fees and expenses owing in connection with this Amendment, including, without limitation, (i) an upfront fee for the reaffirmation and consent account of each Guarantor attached hereto as Exhibit AConsenting Lender equal to 0.10% of the aggregate principal amount of such Consenting Lender’s Commitments immediately prior to the Amendment No. 1 Effective Date (for the avoidance of doubt, duly executed and delivered by without giving effect to any Additional Revolving Commitments), (ii) an authorized official upfront fee for the account of each Guarantor; Additional Lender equal to 0.25% of the aggregate principal amount of such Additional Lender’s Additional Revolving Commitment as of the Amendment No. 1 Effective Date, (diii) Each Agent shall have received an amendment to the Fee Letterreasonable and documented fees, duly executed by the parties to the Fee Letter, disbursements and the same shall be in full force and effect; (e) Each Agent shall have received the Intercompany Note Subordination Agreement, duly executed by the parties thereto, and the same shall be in full force and effect; (f) Each Agent shall have received amendments to the Senior Term Loan Credit Agreement, duly executed by the parties to the Senior Term Loan Credit Agreement, and the same shall be in full force and effect; (g) Each Agent shall have received the joinder documents and supplements that are required to be executed by other charges of ▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ HoldcoLLP and Norton ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Canada LLP, CLDH and BBCC pursuant counsel to the terms Administrative Agent and (iv) the fees set forth in the engagement letter, dated as of October 30, 2019, between the Loan Documents, which in each case shall be in form Administrative Agent and substance reasonably satisfactory to the Agents;Borrowers. (hc) Each Agent shall have received Immediately prior to and immediately after the Senior Secured Note Intercreditor Agreement, and the same shall be in full force and effect; (i) Each Agent shall have received copies of the Senior Secured Note Documents, certified as true and correct copies thereof by an Authorized Person of the Borrowers; (j) The transactions contemplated by the Senior Secured Note Documents shall have been consummated and a portion of the proceeds of Senior Secured Notes shall have been used in respect of the Designated Subordinated Indebtedness Prepayment and the Designated Term Loan Prepayment; (k) After giving effect to this Amendment, the representations and warranties herein and in the Credit Agreement and the other Loan Documents shall be true and correct in all material respects on and as of the date hereof, as though made on such date (except to the extent that such representations and warranties relate solely to an earlier date); (l) No injunction, writ, restraining order, or other order of any nature prohibiting, directly or indirectly, the consummation of the transactions contemplated herein shall have been issued and remain in force by any Governmental Authority against any Borrower, any Guarantor, any Agent, or any Lender; and (m) After giving effect to this AmendmentAmendment No. 1 Effective Date, no Default or Event of Default shall have occurred and be continuing or shall result from the consummation effectiveness of this Amendment. (d) The representations and warranties of the Loan Parties contained in Section 4 hereof shall be true and correct in all material respects (and any representation and warranty that is qualified as to materiality or Material Adverse Effect shall be true and correct in all respects) on and as of the Amendment No. 1 Effective Date, except to the extent that such representations and warranties specifically refer to a given date or period, in which case they shall be true and correct in all material respects (and in all respects if any such representation or warranty is already qualified by materiality) as of such date or period. (e) The Administrative Agent shall have received a certificate signed by a Responsible Officer of the Lead Borrower certifying as to the satisfaction of the conditions set forth in paragraphs (c) and (d) of this Section 3. (f) The Administrative Agent shall have received a legal opinion of (i) Ropes & ▇▇▇▇ LLP, in its capacity as special counsel for the Borrowers and (ii) Stikeman Elliott LLP, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ and MLT ▇▇▇▇▇▇ LLP, as local Canadian counsels for the Loan Parties, in each case, addressed to the Administrative Agent, the Collateral Agent, the Lenders and the Issuing Banks and in form and substance reasonably satisfactory to the Administrative Agent. (g) The Administrative Agent shall have received a certificate executed by a secretary, assistant secretary or other Responsible Officer of each Loan Party, substantially in the form delivered on the Closing Date, which shall (A) certify that attached thereto is a true and complete copy of the resolutions or written consents of its shareholders, board of directors, board of managers, members or other governing body authorizing the execution, delivery and performance of the Amendment and the transactions contemplated hereinthereby and the borrowings hereunder, and that such resolutions or written consents have not been modified, rescinded or amended (other than as attached thereto) and are in full force and effect, (B) identify by name and title and bear the signatures of the officers, managers, directors or authorized signatories of such Loan Party authorized to sign the Amendment on the Amendment No. 1 Effective Date and (C) certify (x) that attached thereto is a true and complete copy of the certificate or articles of incorporation or organization (or memorandum of association or other equivalent thereof) of such Loan Party certified by the relevant authority of the jurisdiction of organization of such Loan Party and a true and correct copy of its by-laws or operating, management, partnership or similar agreement and (y) that such documents or agreements have not been amended (except as otherwise attached to such certificate and certified therein as being the only amendments thereto as of such date) and (ii) a good standing (or equivalent) certificate as of a recent date for such Loan Party from its jurisdiction of organization, to the extent available. (h) The Administrative Agent shall have received a certificate executed by the chief financial officer (or other officer with reasonably equivalent responsibilities) of the Lead Borrower as of the Amendment No. 1 Effective Date, substantially in the form of Exhibit L to the Credit Agreement, certifying to the matters as set forth therein. (i) The Borrowers shall have provided to the Additional Lenders at least three (3) Business Days prior to the Amendment No. 1 Effective Date (x) the documentation and other information that such Additional Lender reasonably determines is required by United States and Canadian regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the USA PATRIOT Act and the Canadian AML Laws and (y) if any Borrower qualifies as a “legal entity customer” under 31 C.F.R. § 1010.230, a Beneficial Ownership Certification in relation to such Borrower, in each case, that is reasonably requested by any Additional Lender no later than five (5) Business Days prior to the Amendment No. 1 Effective Date. (j) The Administrative Agent shall have received a joinder agreement to the Credit Agreement executed by the US Co-Borrower, in form and substance reasonably satisfactory to the Administrative Agent.

Conditions Precedent to the Effectiveness of this Amendment. The effectiveness provisions of Sections 2 and 3 of this Amendment (are conditioned upon, and the Consent contained within this Amendment) is subject to the fulfillmentsuch provisions shall not be effective until, to the reasonable satisfaction of each Agent (or a written waiver by such Agent) of each of the following conditions:conditions (the first date on which all of the following conditions have been satisfied being referred to herein as the “Amendment Effective Date”): (a) Each Agent shall have received this Amendment, duly executed by the parties hereto, and the same shall be in full force and effect; (b) U.S. The Administrative Agent shall have received, in immediately available fundson behalf of the Lenders, the Third Amendment Fee referred to in Section 9(b) hereof; (c) Each Agent shall have received the reaffirmation and consent of each Guarantor attached hereto as Exhibit Athis Amendment, duly executed and delivered by an authorized official of each Guarantorthe Borrower, the Required Lenders and the Administrative Agent (and consented to by the Guarantors); (db) Each The Borrower shall have paid to the Administrative Agent, for the account of each Lender or Voting Participant that has executed and delivered a signature page to this Amendment on or prior to the date hereof (each, a “Consenting Lender”), a non-refundable amendment fee in an amount equal to 0.05% of such Consenting Lender’s Commitments and/or participation in a Commitment, as applicable, as of the Amendment Effective Date (collectively, the “Amendment Fees”). The Amendment Fees are fully earned, due and payable as of the Amendment Effective Date. (c) The Administrative Agent shall have received an a corresponding amendment to the Fee LetterCommercial Bank Facility, duly executed by the parties each party thereto (and consented to the Fee Letter, and the same shall be in full force and effect; (e) Each Agent shall have received the Intercompany Note Subordination Agreement, duly executed by the parties thereto, and Guarantors (as defined under the same shall be in full force and effect; (fCommercial Bank Facility)) Each Agent shall have received amendments to the Senior Term Loan Credit Agreement, duly executed by the parties to the Senior Term Loan Credit Agreement, and the same shall be in full force and effect; (g) Each Agent shall have received the joinder documents and supplements that are required to be executed by ▇▇▇▇▇▇▇ Holdco, CLDH and BBCC pursuant to the terms of the Loan Documents, which in each case shall be in form and substance reasonably satisfactory to the AgentsAdministrative Agent; (h) Each Agent shall have received the Senior Secured Note Intercreditor Agreement, and the same shall be in full force and effect; (i) Each Agent shall have received copies of the Senior Secured Note Documents, certified as true and correct copies thereof by an Authorized Person of the Borrowers; (j) The transactions contemplated by the Senior Secured Note Documents shall have been consummated and a portion of the proceeds of Senior Secured Notes shall have been used in respect of the Designated Subordinated Indebtedness Prepayment and the Designated Term Loan Prepayment; (k) After giving effect to this Amendment, the representations and warranties herein and in the Credit Agreement and the other Loan Documents shall be true and correct in all material respects on and as of the date hereof, as though made on such date (except to the extent that such representations and warranties relate solely to an earlier date); (ld) No injunction, writ, restraining order, or other order of any nature prohibiting, directly or indirectly, the consummation of the transactions contemplated herein shall have been issued and remain in force by any Governmental Authority against any Borrower, any Guarantor, any Agent, or any Lender; and (m) After giving effect to this Amendment, no Default or Event of Default shall have occurred and be continuing or continuing; (e) The representations and warranties set forth in this Amendment shall result from the consummation be true and correct in all material respects as of the transactions contemplated hereinAmendment Effective Date (except to the extent any such representation and warranty is expressly stated to have been made as of a specific date, in which case it shall be true and correct as of such specific date); and (f) Receipt by the Administrative Agent and the Lenders of all fees due and payable in connection with this Amendment, including, without limitation, the legal fees and expenses of counsel to the Administrative Agent.

Conditions Precedent to the Effectiveness of this Amendment. The effectiveness of this Amendment (and the Consent contained within this Amendment) is subject to the fulfillmentreceipt by IBM Credit of, to the reasonable satisfaction or waiver in writing by IBM Credit of each Agent (or a written waiver by such Agent) of each of compliance with, the following conditionsconditions precedent: (a) Each Agent shall have received this Amendment, duly Amendment executed and delivered by the parties hereto, Customer and the same shall be in full force and effectIBM Credit; (b) U.S. Agent shall have received(i) copies of the resolutions of the Board of Directors of each Restricted Subsidiary certified by the secretary or assistant secretary of each Restricted Subsidiary authorizing the execution, delivery and performance of this Amendment and acknowledging and agreeing to each and every term and condition in immediately available fundsthe Agreement, as modified by this Amendment, and each of the Third Amendment Fee referred Other Documents executed and delivered in connection with the Agreement and this Amendment, and (ii) a certificate of the secretary or an assistant secretary of each Restricted Subsidiary authorized to in Section 9(bsign this Amendment, and (iii) hereofcopies of the articles of incorporation and by-laws of each Restricted Subsidiary certified by the secretary or assistant secretary of each Restricted Subsidiary; (c) Each Agent shall have received certificates dated as of a recent date from the reaffirmation and consent Secretary of State or other appropriate authority evidencing the good standing of each Guarantor attached hereto as Exhibit A, duly executed Restricted Subsidiary in the jurisdiction of its organization and delivered by an authorized official in each other jurisdiction where the ownership or lease of each Guarantorits property or the conduct of its business requires it to qualify to do business; (d) Each Agent shall have received an amendment copies of all approvals and consents from any Person, in each case in form and substance satisfactory to IBM Credit, which are required to enable each Restricted Subsidiary to authorize, or are required in connection with, (a) the Fee Letterexecution, duly executed by delivery or performance of the parties to the Fee LetterAgreement and this Amendment, and (b) the same shall be in full force legality, validity, binding effect or enforceability of the Agreement, this Amendment and effecteach of the Other Documents; (e) Each Agent shall have received a favorable opinion of counsel for the Intercompany Note Subordination Agreement, duly executed by Restricted Subsidiaries in substantially the parties thereto, and the same shall be in full force and effectform of Attachment I; (f) Each Agent shall have received amendments intercreditor agreements, if any, in form and substance satisfactory to the Senior Term Loan Credit AgreementIBM Credit, duly executed by the parties to the Senior Term Loan Credit Agreement, and the same shall be in full force and effecteach other secured creditor of each Restricted Subsidiary; (g) Each Agent shall have received the joinder documents UCC-1 financing statements for each jurisdiction reasonably requested by IBM Credit executed by each Restricted Subsidiary and supplements that are required each guarantor whose guaranty to IBM Credit is intended to be executed secured by ▇▇▇▇▇▇▇ Holdco, CLDH and BBCC pursuant to the terms a pledge of the Loan Documents, which in each case shall be in form and substance reasonably satisfactory to the Agentsits assets; (h) Each Agent shall have received the Senior Secured Note Intercreditor statements, certificates, documents, instruments, financing statements, agreements and information set forth in Attachment A and Attachment B to the Agreement, and the same shall be in full force and effect; (i) Each Agent shall have received copies of all such other statements, certificates, documents, instruments, financing statements, agreements and other information with respect to the Senior Secured Note Documents, certified as true and correct copies thereof by an Authorized Person of the Borrowers; (j) The transactions matters contemplated by the Senior Secured Note Documents Agreement and this Amendment as IBM Credit shall have been consummated and a portion of the proceeds of Senior Secured Notes shall have been used in respect of the Designated Subordinated Indebtedness Prepayment and the Designated Term Loan Prepayment; (k) After giving effect to this Amendment, the representations and warranties herein and in the Credit Agreement and the other Loan Documents shall be true and correct in all material respects on and as of the date hereof, as though made on such date (except to the extent that such representations and warranties relate solely to an earlier date); (l) No injunction, writ, restraining order, or other order of any nature prohibiting, directly or indirectly, the consummation of the transactions contemplated herein shall have been issued and remain in force by any Governmental Authority against any Borrower, any Guarantor, any Agent, or any Lenderreasonably requested; and (m) After giving effect to this Amendment, no Default or Event of Default shall have occurred and be continuing or shall result from the consummation of the transactions contemplated herein.

Conditions Precedent to the Effectiveness of this Amendment. The effectiveness of this Amendment (and the Consent contained within this Amendment) is subject to the fulfillment, to the reasonable satisfaction of each Agent (or a written waiver by such Agent) Lender and its counsel, of each of the following conditions: (a) Each Agent a. Lender shall have received this Amendmentfrom counsel for Borrower a legal opinion in form and substance satisfactory to Lender and its counsel. b. A Mortgage, in form and substance satisfactory to Lender, with respect to the Concord Holiday Inn shall have been duly executed and delivered, and recorded in the appropriate filing office. c. Amendments of the Mortgages and the Subordination Agreements, respectively, relative to each of the parcels of Eligible Real Property (other than the Concord Holiday Inn), in each case in form and substance satisfactory to Lender, shall have been duly executed and delivered, and recorded in the appropriate filing office. d. Financing statements and/or fixture filings relative to the Concord Holiday Inn and related Collateral, in each case in form and substance satisfactory to Lender, shall have been duly executed and delivered, and recorded in the appropriate filing office. e. Lender shall have received ALTA 1970 Form Lenders Policies of Title Insurance in form and content acceptable to Lender (including the absence of a survey exception), in its discretion, with respect to each of the parcels of Eligible Real Property, including the Concord Holiday Inn. f. Lender shall have received, reviewed, and found acceptable copies of Borrower's rent rolls, franchise agreements, certificates of occupancy, leases, and insurance policies relative to the Concord Holiday Inn. To the extent required by Lender, Lender also shall have received estoppel agreements from any material lessees of the parties heretoConcord Holiday Inn. g. Lender shall have received a phase-I environmental report and a real estate survey shall have been completed with respect to the Concord Holiday Inn and copies thereof delivered to Lender; the environmental consultants and surveyors retained for such reports or surveys, the scope of the reports or surveys, and the same results thereof shall be acceptable to Lender in its sole discretion. h. Lender shall have received each of the following documents, duly executed, and each such document shall be in full force and effect;: (b1) U.S. Agent each of the existing lender(s) relative to the Concord Holiday Inn shall have receivedexecuted and delivered a pay-off letter, which shall be in immediately available fundsform and substance satisfactory to Lender, together with UCC termination statements, mortgage releases, and other documentation evidencing the Third Amendment Fee referred to in Section 9(b) hereof;termination of its Liens on the Concord Holiday Inn and Collateral related thereto. (c2) Each Agent Lender shall have received the reaffirmation and consent of each Guarantor attached hereto as Exhibit Aevidence, duly executed and delivered by an authorized official of each Guarantor; (d) Each Agent shall have received an amendment to the Fee Letter, duly executed by the parties to the Fee Letter, and the same shall be in full force and effect; (e) Each Agent shall have received the Intercompany Note Subordination Agreement, duly executed by the parties thereto, and the same shall be in full force and effect; (f) Each Agent shall have received amendments to the Senior Term Loan Credit Agreement, duly executed by the parties to the Senior Term Loan Credit Agreement, and the same shall be in full force and effect; (g) Each Agent shall have received the joinder documents and supplements that are required to be executed by ▇▇▇▇▇▇▇ Holdco, CLDH and BBCC pursuant to the terms of the Loan Documents, which in each case shall be in form and substance reasonably satisfactory to Lender, of the Agents;consent of the Senior Noteholders and the Senior Notes Agent to the consummation of the acquisition by Borrower of the Concord Holiday Inn and this Amendment. (h) Each Agent i. Lender shall have received a certificate from a senior officer of Borrower attesting to the Senior Secured Note Intercreditor Agreement, resolutions of Borrower's Board of Trustees authorizing its execution and delivery of this Amendment and all of the same shall be in full force other Loan Documents to which Borrower is a party contemplated under this Amendment and effect;authorizing specific officers of Borrower to execute same. (i) Each Agent j. Lender shall have received copies a certificate from a senior officer of Borrower as to the incumbency, and containing the specimen signature or signatures, of the Senior Secured Note DocumentsPerson or Persons authorized to execute the Loan Documents to which Borrower is a party on behalf of Borrower, together with evidence of the incumbency of such Secretary. k. Lender shall have received and reviewed copies, certified as true and correct copies thereof by an Authorized Person appropriate officer of Borrower, of the Borrowers; (j) The transactions contemplated by acquisition documents relative to the Senior Secured Note Documents Concord Holiday Inn, the form and substance of which shall be reasonably satisfactory to Lender and its counsel, and the acquisition of the Concord Holiday Inn shall have been consummated substantially in accordance with the terms of such acquisition documents. l. The representations and a portion of the proceeds of Senior Secured Notes shall have been used warranties in respect of the Designated Subordinated Indebtedness Prepayment and the Designated Term Loan Prepayment; (k) After giving effect to this Amendment, the representations and warranties herein and in the Credit Agreement as amended by this Amendment, and the other Loan Documents shall be true and correct in all material respects on and as of the date hereof, as though made on such date (except to the extent that such representations and warranties relate solely to an earlier date);. (l) m. No Event of Default or event which with the giving of notice or passage of time would constitute an Event of Default shall have occurred and be continuing on the date hereof, nor shall result from the consummation of the transactions contemplated herein. n. No injunction, writ, restraining order, or other order of any nature prohibiting, directly or indirectly, the consummation of the transactions contemplated herein shall have been issued and remain in force by any Governmental Authority governmental authority against any Borrower, any Guarantor, any AgentLender, or any Lender; andof their Affiliates. (m) After giving effect to this Amendment, no Default o. No material adverse change in the financial condition of Borrower or Event in the value of Default the Collateral shall have occurred and be continuing or shall result from the consummation of the transactions contemplated hereinoccurred.

Conditions Precedent to the Effectiveness of this Amendment. The effectiveness of this (a) This Amendment shall become effective as of, and with effect from, the date (and the Consent contained within this Amendment“Effective Date”) is subject to on which the fulfillment, to the reasonable satisfaction of each Administrative Agent (or a written waiver by such Agent) of each of the following conditionshas received: (ai) Each Agent shall have received this Amendment, duly executed signature pages to this Amendment from the Borrower and each Lender party to the Credit Agreement as of the date hereof; and (ii) payment by the parties heretoBorrower, and for the same shall be account of each Lender that has returned an executed signature page to this Amendment to the Administrative Agent, of an amendment fee in full force and effect;an amount equal to 0.10% of the Commitment of such Lender in effect as of the date hereof. (b) U.S. Agent All corporate and other proceedings required in connection with this Amendment, and all documents, instruments and other legal matters in connection with the transactions contemplated by this Amendment, shall have receivedbe satisfactory in all respects to the Lenders, in immediately available funds, which satisfaction shall be evidenced by the Third Amendment Fee referred to in Section 9(b) hereof;execution and delivery by the Lenders of this Amendment. (c) Each Agent shall have received the reaffirmation and consent of each Guarantor attached hereto as Exhibit A, duly executed and delivered by an authorized official of each Guarantor; (d) Each Agent shall have received an amendment to the Fee Letter, duly executed by the parties to the Fee Letter, and the same shall be in full force and effect; (e) Each Agent shall have received the Intercompany Note Subordination Agreement, duly executed by the parties thereto, and the same shall be in full force and effect; (f) Each Agent shall have received amendments to the Senior Term Loan Credit Agreement, duly executed by the parties to the Senior Term Loan Credit Agreement, and the same shall be in full force and effect; (g) Each Agent shall have received the joinder documents and supplements that are required to be executed by ▇▇▇▇▇▇▇ Holdco, CLDH and BBCC pursuant to the terms of the Loan Documents, which in each case shall be in form and substance reasonably satisfactory to the Agents; (h) Each Agent shall have received the Senior Secured Note Intercreditor Agreement, and the same shall be in full force and effect; (i) Each Agent shall have received copies of the Senior Secured Note Documents, certified as true and correct copies thereof by an Authorized Person of the Borrowers; (j) The transactions contemplated by the Senior Secured Note Documents shall have been consummated and a portion of the proceeds of Senior Secured Notes shall have been used in respect of the Designated Subordinated Indebtedness Prepayment and the Designated Term Loan Prepayment; (k) After giving effect to this Amendment, the representations and warranties herein and made by any Loan Party in or pursuant to the Credit Agreement and the other Loan Documents shall be true and correct in all material respects on and as of the such date hereof, as though if made on and as of such date (date, except to the extent that any such representations and warranties relate solely are expressly limited to an earlier date);, in which case, on and as of the Effective Date, such representations and warranties shall continue to be true and correct as of such specified earlier date; provided, however, that references therein to the “Credit Agreement” shall be deemed to refer to the Credit Agreement as amended by this Amendment after giving effect to the amendments set forth herein. (l) No injunction, writ, restraining order, or other order of any nature prohibiting, directly or indirectly, the consummation of the transactions contemplated herein shall have been issued and remain in force by any Governmental Authority against any Borrower, any Guarantor, any Agent, or any Lender; and (md) After giving effect to this Amendment, no Default or Event of Default shall have occurred and be continuing or shall result from the consummation as of the transactions date hereof. (e) No litigation shall have been commenced against any Loan Party or any of its Subsidiaries, either on the date hereof or the Effective Date, seeking to restrain or enjoin (whether temporarily, preliminarily or permanently) the performance of any action by any Loan Party required or contemplated hereinby this Amendment or the Credit Agreement.

Conditions Precedent to the Effectiveness of this Amendment. The effectiveness This Amendment shall become effective as of this the first date (the “Amendment (Effective Date”) on which, and the Consent contained within this Amendment) is subject to the fulfillmentonly if, to the reasonable satisfaction of each Agent (or a written waiver by such Agent) of each of the following conditions:conditions precedent shall have been satisfied (with the execution and delivery hereof by the Borrower constituting a representation and warranty by the Borrower as to the matters set forth in clauses (c) and (d) below): (a) Each The Administrative Agent shall have received counterparts of this Amendment, duly Amendment executed by the parties hereto, Borrower and the same shall be in full force and effect;Required Lenders, or, as to any of the Lenders, advice satisfactory to the Administrative Agent that such Lender has executed this Amendment. (b) U.S. Agent shall have received, in immediately available funds, the Third Amendment Fee referred to in Section 9(b) hereof; (c) Each The Administrative Agent shall have received the reaffirmation and consent of each Guarantor Consent attached hereto as Exhibit Aexecuted by AMO Holdings, duly executed and delivered by an authorized official of each Guarantor;LLC, a Delaware limited liability company. (d) Each Agent shall have received an amendment to the Fee Letter, duly executed by the parties to the Fee Letter, and the same shall be in full force and effect; (e) Each Agent shall have received the Intercompany Note Subordination Agreement, duly executed by the parties thereto, and the same shall be in full force and effect; (f) Each Agent shall have received amendments to the Senior Term Loan Credit Agreement, duly executed by the parties to the Senior Term Loan Credit Agreement, and the same shall be in full force and effect; (g) Each Agent shall have received the joinder documents and supplements that are required to be executed by ▇▇▇▇▇▇▇ Holdco, CLDH and BBCC pursuant to the terms of the Loan Documents, which in each case shall be in form and substance reasonably satisfactory to the Agents; (h) Each Agent shall have received the Senior Secured Note Intercreditor Agreement, and the same shall be in full force and effect; (i) Each Agent shall have received copies of the Senior Secured Note Documents, certified as true and correct copies thereof by an Authorized Person of the Borrowers; (jc) The transactions contemplated by the Senior Secured Note Documents shall have been consummated and a portion of the proceeds of Senior Secured Notes shall have been used in respect of the Designated Subordinated Indebtedness Prepayment and the Designated Term Loan Prepayment; (k) After giving effect to this Amendment, the representations and warranties herein and contained in each of the Credit Agreement and the other Loan Documents shall be true and correct in all material respects on and as of the date hereofAmendment Effective Date, after giving effect to this Amendment, as though made on and as of such date (except for any such representation and warranty that, by its terms, refers to a specific date other than the extent that Amendment Effective Date, in which case as of such representations and warranties relate solely to an earlier specific date);. (l) No injunction, writ, restraining order, or other order of any nature prohibiting, directly or indirectly, the consummation of the transactions contemplated herein shall have been issued and remain in force by any Governmental Authority against any Borrower, any Guarantor, any Agent, or any Lender; and (md) After giving effect to this Amendment, no Default or Event of Default event shall have occurred and be continuing or shall result from the consummation effectiveness of this Amendment that constitutes a Default. (e) All of the transactions contemplated hereinaccrued fees and expenses of the Administrative Agent (including the accrued fees and expenses of counsel for the Administrative Agent in connection with the closing and post-closing matters related to the Credit Agreement, in connection with Amendment No. 1 thereto and in connection herewith) that have been invoiced shall have been paid in full. This Amendment is subject to the provisions of Section 10.01 of the Credit Agreement, except that no amendment or waiver of any provision of this Section 2, nor consent to any departure by the Borrower therefrom, shall in any event be effective unless the same shall be in writing and signed by the Borrower and the Required Lenders.

Conditions Precedent to the Effectiveness of this Amendment. The effectiveness of this Amendment (and the Consent contained within this Amendment) is subject to the fulfillment, to the reasonable satisfaction of each Agent (or a written waiver by such Agent) Agents and their counsel, of each of the following conditions: (a) Each a. Collateral Agent shall have received this Amendmenteach of the following documents, in form and substance satisfactory to Collateral Agent and its counsel, duly executed by the parties heretoexecuted, and the same each such document shall be in full force and effect;: (bi) U.S. this Amendment; and (ii) the Reaffirmation and Consent (as hereinafter defined). b. Administrative Agent shall have received, for the ratable benefit of the Lenders, an amendment, consent, and waiver fee of $125,000, which fee is earned in immediately available fundsfull by the Lenders, due and payable by Borrower to the Third Amendment Fee referred to Lenders on the date hereof, and non-refundable when paid; c. The representations and warranties in Section 9(b) hereof; (c) Each Agent shall have received the reaffirmation and consent 4 of each Guarantor attached hereto as Exhibit A, duly executed and delivered by an authorized official of each Guarantor; (d) Each Agent shall have received an amendment to the Fee Letter, duly executed by the parties to the Fee Letter, and the same shall be in full force and effect; (e) Each Agent shall have received the Intercompany Note Subordination Agreement, duly executed by the parties thereto, and the same shall be in full force and effect; (f) Each Agent shall have received amendments to the Senior Term Loan Credit Agreement, duly executed by the parties to the Senior Term Loan Credit Agreement, and the same shall be in full force and effect; (g) Each Agent shall have received the joinder documents and supplements that are required to be executed by ▇▇▇▇▇▇▇ Holdco, CLDH and BBCC pursuant to the terms of the Loan Documents, which in each case shall be in form and substance reasonably satisfactory to the Agents; (h) Each Agent shall have received the Senior Secured Note Intercreditor Agreement, and the same shall be in full force and effect; (i) Each Agent shall have received copies of the Senior Secured Note Documents, certified as true and correct copies thereof by an Authorized Person of the Borrowers; (j) The transactions contemplated by the Senior Secured Note Documents shall have been consummated and a portion of the proceeds of Senior Secured Notes shall have been used in respect of the Designated Subordinated Indebtedness Prepayment and the Designated Term Loan Prepayment; (k) After giving effect to this Amendment, the representations and warranties herein and in the Credit Agreement as amended by Section 1 of this Amendment, and the other Loan Documents shall be true and correct in all material respects on and as of the date hereof, as though made on such date (except to the extent that such representations and warranties relate solely to an earlier date); (l) No injunction, writ, restraining order, or other order of any nature prohibiting, directly or indirectly, the consummation of the transactions contemplated herein shall have been issued and remain in force by any Governmental Authority against any Borrower, any Guarantor, any Agent, or any Lender; and (m) d. After giving effect to this Amendmenthereto, no Event of Default or event which with the giving of notice or passage of time would constitute an Event of Default shall have occurred and be continuing or on the date hereof, nor shall result from the consummation amendments herein; e. No material adverse change shall have occurred in the financial condition of DEVX, Borrower, any Subsidiary Guarantor, or in the value of the Collateral; and f. All other documents and legal matters in connection with the transactions contemplated hereinby this Amendment shall have been delivered or executed or recorded and shall be in form and substance reasonably satisfactory to Collateral Agent and its counsel.

Conditions Precedent to the Effectiveness of this Amendment. The effectiveness This Amendment shall become effective as of this the first date (such date being referred to as the “Amendment (and the Consent contained within this AmendmentNo. 1 Effective Date”) is subject to the fulfillment, to the reasonable satisfaction of each Agent (or a written waiver by such Agent) of when each of the following conditionsconditions shall have been satisfied: (a) Each The Administrative Agent (or its counsel) shall have received (A) from the Additional Refinancing Lenders, Holdco, the Borrower and the Subsidiary Loan Parties a counterpart of this Amendment signed on behalf of such party and (B) from the Borrower, a Note executed by Borrower for each Lender that requests such a Note at least one Business Day prior to the Amendment No. 1 Effective Date. (b) The Administrative Agent shall have received this Amendment, duly executed by a written opinion (addressed to the parties hereto, Administrative Agent and the same shall be in full force Lenders and effect; (bdated the Amendment No. 1 Effective Date) U.S. Agent shall have received, in immediately available funds, the Third Amendment Fee referred to in Section 9(b) hereof; (c) Each Agent shall have received the reaffirmation and consent of each Guarantor attached hereto as Exhibit A, duly executed and delivered by an authorized official of each Guarantor; (d) Each Agent shall have received an amendment to the Fee Letter, duly executed by the parties to the Fee Letter, and the same shall be in full force and effect; (e) Each Agent shall have received the Intercompany Note Subordination Agreement, duly executed by the parties thereto, and the same shall be in full force and effect; (f) Each Agent shall have received amendments to the Senior Term Loan Credit Agreement, duly executed by the parties to the Senior Term Loan Credit Agreement, and the same shall be in full force and effect; (g) Each Agent shall have received the joinder documents and supplements that are required to be executed by ▇▇▇▇▇▇▇▇ Holdco& ▇▇▇▇▇ LLP, CLDH and BBCC pursuant to the terms of counsel for the Loan DocumentsParties, which in each case shall be in form and substance reasonably satisfactory acceptable to the Agents;Administrative Agent. Each of Borrower and Holdco hereby requests such counsel to deliver such opinion. (hc) Each The Administrative Agent shall have received: (i) a copy of each Organizational Document of Borrower and Holdco and, to the extent applicable, certified as of a recent date by the appropriate governmental official; (ii) signature and incumbency certificates of the officers of each Loan Party executing the Loan Documents to which it is a party (or a certification that there have been no changes to such officers since the applicable signature and incumbency certificate delivered on the Closing Date); (iii) resolutions of the board of directors or similar governing body of each Loan Party approving and authorizing the execution, delivery and performance of this Amendment and the other documents to which such Loan Party is a party as of the Amendment No. 1 Effective Date, certified as of the Amendment No. 1 Effective Date by such Loan Party as being in full force and effect without modification or amendment; and (iv) a good standing certificate (to the extent such concept is known in the relevant jurisdiction) from the applicable Governmental Authority of Holdco’s and Borrower’s jurisdiction of incorporation, organization or formation dated a recent date prior to the Amendment No. 1 Effective Date. (d) The Administrative Agent shall have received a certificate, dated the Senior Secured Note Intercreditor AgreementAmendment No. 1 Effective Date and signed by a Responsible Officer or the President or Vice President of Holdco, confirming compliance with the conditions set forth in paragraphs (f) and the same shall be in full force and effect;(g) of this Section 2. (ie) Each The Administrative Agent shall have received copies from the Borrower in cash (i) all fees and other amounts due and payable by the Borrower on or prior to the Amendment No. 1 Effective Date, including, to the extent invoiced at least one Business Day prior to the Amendment No. 1 Effective Date, reimbursement or payment of all reasonable and documented out-of-pocket expenses (including fees, charges and disbursements of counsel) required to be reimbursed or paid by the Borrower under any Loan Document and (ii) all accrued and unpaid interest on the Tranche B Term Loans being repaid (either with cash proceeds or by exchange into Tranche B-2 Term Loans) on the Amendment No. 1 Effective Date, together with the premium payable on such Tranche B Term Loans pursuant to the second sentence of Section 2.11(a) of the Senior Secured Note Documents, certified as true and correct copies thereof by an Authorized Person of the Borrowers;Credit Agreement. (jf) The transactions contemplated by the Senior Secured Note Documents shall have been consummated and a portion of the proceeds of Senior Secured Notes shall have been used in respect of the Designated Subordinated Indebtedness Prepayment and the Designated Term Loan Prepayment; (k) After giving effect to this Amendment, the representations and warranties herein and of each Loan Party set forth in the Credit Agreement and the other Loan Documents shall be true and correct in all material respects respects, in each case on and as of the date hereof, as though made on such date Amendment No. 1 Effective Date (except other than with respect to the extent any representation and warranty that such representations and warranties relate solely expressly relates to an earlier date, in which case such representation and warranty shall be true and correct in all material respects, as the case may be, as of such earlier date);. (lg) No injunction, writ, restraining order, or other order At the time of any nature prohibiting, directly or indirectly, the consummation of the transactions contemplated herein shall have been issued and remain in force by any Governmental Authority against any Borrower, any Guarantor, any Agent, or any Lender; and (m) After immediately after giving effect to this Amendment, no Default or Event of Default shall have occurred and be continuing or continuing. (h) The Administrative Agent shall result from have received a Borrowing Request meeting the consummation requirements of Section 2.03 of the transactions contemplated hereinCredit Agreement; provided that the notice of such Borrowing may be given, and the corresponding Borrowing Request may be delivered, not later than 11:00 a.m. New York City Time on the Amendment No. 1 Effective Date, regardless of whether such Borrowing is a Eurocurrency Borrowing or an ABR Borrowing.

Conditions Precedent to the Effectiveness of this Amendment. The effectiveness of this This Amendment (and the Consent contained within this Amendment) is subject to the fulfillment, to the reasonable satisfaction of each Agent (or a written waiver by such Agent) of each shall become effective as of the date hereof on the date (the "Tenth Amendment Effective Date") when following conditionsconditions precedent have been satisfied: (a) Each 1. 021 The Agent shall have received this Amendment, duly Amendment (executed by the parties heretoCompany, the Borrowing Subsidiaries, the Senior Lenders, the Agent and the Collateral Agent), and such other notices, documents and agreements as are reasonably requested by the same shall be in full force and effect; (b) U.S. Agent shall have received, in immediately available funds, or any of the Third Amendment Fee referred to in Section 9(b) hereof; (c) Each Agent shall have received the reaffirmation and consent of each Guarantor attached hereto as Exhibit A, duly executed and delivered by an authorized official of each Guarantor; (d) Each Agent shall have received an amendment Senior Lenders relating to the Fee Letter, duly executed transactions contemplated by this Amendment. 1. 022 Each of the representations and warranties made by the parties Company or any of the Borrowing Subsidiaries in or pursuant to the Fee Letter, and the same shall be in full force and effect; (e) Each Agent shall have received the Intercompany Note Subordination Agreement, duly executed by the parties thereto, and the same shall be in full force and effect; (f) Each Agent shall have received amendments to the Senior Term Loan Credit Agreement, duly executed as amended by the parties to the Senior Term Loan Credit Agreementthis Amendment, and the same shall be in full force and effect; (g) Each Agent shall have received the joinder documents and supplements that are required to be executed by ▇▇▇▇▇▇▇ Holdco, CLDH and BBCC pursuant to the terms of the Loan Documents, which in each case shall be in form and substance reasonably satisfactory to the Agents; (h) Each Agent shall have received the Senior Secured Note Intercreditor Agreement, and the same shall be in full force and effect; (i) Each Agent shall have received copies of the Senior Secured Note Documents, certified as true and correct copies thereof by an Authorized Person of the Borrowers; (j) The transactions contemplated by the Senior Secured Note Documents shall have been consummated and a portion of the proceeds of Senior Secured Notes shall have been used in respect of the Designated Subordinated Indebtedness Prepayment and the Designated Term Loan Prepayment; (k) After giving effect to this Amendment, the representations and warranties herein and in the Credit Agreement Collateral Documents and the other Loan Documents to which the Company or any of the Borrowing Subsidiaries is a party or by which the Company or any of the Borrowing Subsidiaries is bound, shall be true and correct in all material respects on and as of the date hereof, as though made on such date Tenth Amendment Effective Date (except to the extent that for (i) any such representations and warranties relate solely which expressly speak only as of a different date, (ii) changes permitted or contemplated by the Credit Agreement and (iii) those representations and warranties applicable to an earlier datethe Company contained in clauses (e); , (k), (l) No injunction, writ, restraining order, or other order and (o) of any nature prohibiting, directly or indirectly, the consummation Section 4.01 of the transactions contemplated herein shall have been issued and remain in force by Credit Agreement solely as a result of the Company's inability to make any Governmental Authority against any Borrower, any Guarantor, any Agent, or any Lender; andpayments under the Subordinated Indebtedness when due). (m) After giving effect to this Amendment, no 1. 023 No Event of Default or Potential Event of Default shall have occurred and be continuing on the Tenth Amendment Effective Date (other than an Extension Event of Default). 1. 024 The Borrowing Subsidiaries shall have paid any fees due and payable to the Agent, the Collateral Agent and/or the Senior Lenders on or shall result from prior to the consummation of Tenth Amendment Effective Date, including, without limitation, the transactions contemplated hereinAmendment Fees (as defined below).

Conditions Precedent to the Effectiveness of this Amendment. The effectiveness provisions of Sections 2, 5(a) and 5(b) of this Amendment (are conditioned upon, and the Consent contained within this Amendment) is subject to the fulfillmentsuch provisions shall not be effective until, to the reasonable satisfaction of each Agent (or a written waiver by such Agent) of each of the following conditions:conditions (the first date on which all of the following conditions have been satisfied being referred to herein as the “Amendment Effective Date”): (a) Each Agent shall have received this Amendment, duly executed by the parties hereto, and the same shall be in full force and effect; (b) U.S. The Administrative Agent shall have received, in immediately available fundson behalf of the Lenders, the Third Amendment Fee referred to in Section 9(b) hereof; (c) Each Agent shall have received the reaffirmation and consent of each Guarantor attached hereto as Exhibit Athis Amendment, duly executed and delivered by an authorized official of each Guarantorthe Borrower, the Required Lenders and the Administrative Agent (and consented to by the Guarantors); (db) Each The Administrative Agent shall have received an a corresponding amendment to the Fee LetterCommercial Bank Facility, duly executed by the parties each party thereto (and consented to the Fee Letter, and the same shall be in full force and effect; (e) Each Agent shall have received the Intercompany Note Subordination Agreement, duly executed by the parties thereto, and Guarantors (as defined under the same shall be in full force and effect; (fCommercial Bank Facility)) Each Agent shall have received amendments to the Senior Term Loan Credit Agreement, duly executed by the parties to the Senior Term Loan Credit Agreement, and the same shall be in full force and effect; (g) Each Agent shall have received the joinder documents and supplements that are required to be executed by ▇▇▇▇▇▇▇ Holdco, CLDH and BBCC pursuant to the terms of the Loan Documents, which in each case shall be in form and substance reasonably satisfactory to the AgentsAdministrative Agent; (h) Each Agent shall have received the Senior Secured Note Intercreditor Agreement, and the same shall be in full force and effect; (i) Each Agent shall have received copies of the Senior Secured Note Documents, certified as true and correct copies thereof by an Authorized Person of the Borrowers; (j) The transactions contemplated by the Senior Secured Note Documents shall have been consummated and a portion of the proceeds of Senior Secured Notes shall have been used in respect of the Designated Subordinated Indebtedness Prepayment and the Designated Term Loan Prepayment; (k) After giving effect to this Amendment, the representations and warranties herein and in the Credit Agreement and the other Loan Documents shall be true and correct in all material respects on and as of the date hereof, as though made on such date (except to the extent that such representations and warranties relate solely to an earlier date); (lc) No injunction, writ, restraining order, or other order of any nature prohibiting, directly or indirectly, the consummation of the transactions contemplated herein shall have been issued and remain in force by any Governmental Authority against any Borrower, any Guarantor, any Agent, or any Lender; and (m) After giving effect to this Amendment, no Default or Event of Default shall have occurred and be continuing or continuing; (d) The representations and warranties set forth in this Amendment shall result from the consummation be true and correct in all material respects as of the transactions contemplated hereinAmendment Effective Date (except to the extent any such representation and warranty is expressly stated to have been made as of a specific date, in which case it shall be true and correct as of such specific date); and (i) The Administrative Agent shall have received a substantially final copy of the definitive equity purchase agreement (together with all schedules and exhibits thereto) with respect to the Permitted Subsidiary-1 Equity Sale, in form and substance reasonably acceptable to the Administrative Agent (the “Definitive Agreement”), it being agreed that the form of the Definitive Agreement delivered to the Administrative Agent on August 20, 2018 is reasonably acceptable, (ii) the Definitive Agreement shall not have been altered, amended or otherwise changed or supplemented or any provision waived or consented to in a manner that is materially adverse to the Administrative Agent or the Lenders without the prior written consent of the Administrative Agent (such consent not to be unreasonably withheld, delayed or conditioned) and (iii) the Permitted Subsidiary-1 Equity Sale shall have been consummated in all material respects in accordance with the Definitive Agreement.

Conditions Precedent to the Effectiveness of this Amendment. The effectiveness This Amendment shall become effective as of this Amendment (and the Consent contained within this Amendment) is subject to the fulfillment, to the reasonable satisfaction of each Agent (or a written waiver by such Agent) of date on which each of the following conditions:conditions precedent shall have been satisfied (the date of satisfaction of such conditions being referred to herein as the “Ninth Amendment Effective Date”): (a) Each the Administrative Agent shall have received this Amendment, duly executed by each of the parties heretoBorrower, the Guarantors and the same shall be in full force and effectRequired Lenders; (b) U.S. Agent shall have received, in immediately available funds, the Third Amendment Fee referred to in Section 9(b) hereof; (c) Each Agent shall have received the reaffirmation and consent of each Guarantor attached hereto as Exhibit A, duly executed and delivered by an authorized official of each Guarantor; (d) Each Agent shall have received an amendment to the Fee Letter, duly executed by the parties to the Fee Letter, and the same shall be in full force and effect; (e) Each Agent shall have received the Intercompany Note Subordination Agreement, duly executed by the parties thereto, and the same shall be in full force and effect; (f) Each Agent shall have received amendments to the Senior Term Loan Credit Agreement, duly executed by the parties to the Senior Term Loan Credit Agreement, and the same shall be in full force and effect; (g) Each Agent shall have received the joinder documents and supplements that are required to be executed by ▇▇▇▇▇▇▇ Holdco, CLDH and BBCC pursuant to the terms of the Loan Documents, which in each case shall be in form and substance reasonably satisfactory to the Agents; (h) Each Agent shall have received the Senior Secured Note Intercreditor Agreement, and the same shall be in full force and effect; (i) Each Agent shall have received copies of the Senior Secured Note Documents, certified as true and correct copies thereof by an Authorized Person of the Borrowers; (j) The transactions contemplated by the Senior Secured Note Documents shall have been consummated and a portion of the proceeds of Senior Secured Notes shall have been used in respect of the Designated Subordinated Indebtedness Prepayment and the Designated Term Loan Prepayment; (k) After giving effect to this Amendment, the representations and warranties herein and set forth in Article III of the Credit Agreement are and the other Loan Documents shall will be true and correct in all material respects on and as of the date hereofNinth Amendment Effective Date, to the same extent as though made on and as of such date (date, except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall be true and correct in all material respects as of such earlier date); (lc) No injunction, writ, restraining order, or other order of any nature prohibiting, directly or indirectly, the consummation as of the transactions contemplated herein shall have been issued and remain in force by any Governmental Authority against any Borrower, any Guarantor, any Agent, or any Lender; and (m) After giving effect to this AmendmentNinth Amendment Effective Date, no Event of Default or Event of Default shall have occurred and be continuing continuing; (d) the Borrower shall have paid all fees and expenses payable to the Lenders and the Administrative Agent hereunder or under any other Loan Document, including as set forth in Section 4 hereof; (e) the Borrower shall result from the consummation of have obtained all material consents necessary or advisable in connection with the transactions contemplated hereinby this Amendment; (f) the Borrower shall have paid to RBS Securities Inc., for the benefit of each Lender party to this Amendment, a non-refundable consent fee in an aggregate amount equal to 0.100% of the Loans and Commitments of each such Lender party to this Amendment; and (g) the Borrower shall have delivered a notice to the Administrative Agent (for distribution to the Lenders) that the Borrower (or its applicable Subsidiary) has entered into the material agreements in respect of the Maurepas Pipeline Project. provided that, if the foregoing conditions of this Section 2 have not been satisfied on or before May 15, 2015, this Ninth Amendment shall terminate and be of no effect.

Conditions Precedent to the Effectiveness of this Amendment. The effectiveness This Amendment (other than Sections 1, 2, 3 and 4) shall become effective as of the first date on which the Administrative Agent shall have received counterparts of this Amendment (executed by the Borrower and the Consent contained within Required Lenders or, as to any of the Lender Parties, advice satisfactory to the Administrative Agent that such Lender Party has executed this Amendment. Sections 1, 2, 3 and 4 of this Amendment shall become effective as of the first date (the "AMENDMENT NO. 9 EFFECTIVE DATE") is subject to the fulfillmenton which, to the reasonable satisfaction of each Agent (or a written waiver by such Agent) of and only if, each of the following conditionsconditions precedent shall have been satisfied: (a) Each Agent shall have received this Amendment, duly executed by the parties hereto, and the same shall be in full force and effect; (b) U.S. Agent shall have received, in immediately available funds, the Third Amendment Fee referred to in Section 9(b) hereof; (c) Each The Administrative Agent shall have received the reaffirmation and consent of each Guarantor Consent attached hereto as Exhibit A, duly executed and delivered by an authorized official of each Guarantor; (d) Each Agent shall have received an amendment to the Fee Letter, duly executed by the parties to the Fee LetterBorrower, and the same shall be in full force and effect; (e) Each Agent shall have received the Intercompany Note Subordination AgreementUIC Holdings, duly executed by the parties theretoL.L.C., and the same shall be in full force and effect; (f) Each Agent shall have received amendments to the Senior Term Loan Credit AgreementSylorr Plant Corporation, duly executed by the parties to the Senior Term Loan Credit Agreement, and the same shall be in full force and effect; (g) Each Agent shall have received the joinder documents and supplements that are required to be executed by ▇▇▇▇▇▇▇ HoldcoCorp. and Ground Zero, CLDH Inc. (b) The Administrative Agent shall have received certified copies of the Merger Agreement and BBCC pursuant each of the other documents and agreements related to the terms of the Loan DocumentsMerger, which which, in each case shall be in form and substance reasonably satisfactory to the Agents; (h) Each Administrative Agent. Articles of ▇▇▇▇▇▇ ▇▇▇▇ executed by WPC and ▇▇▇▇▇▇ Sub shall have been filed with the Secretary of State of the State of Wisconsin and the Administrative Agent shall have received a verbal confirmation or other satisfactory advice that such Articles of Merger have been accepted by the Senior Secured Note Intercreditor Secretary of State of the State of Wisconsin. The Merger shall have been consummated substantially in accordance with the terms and conditions of the Merger Agreement, without any waiver of or amendment to any of the provisions set forth therein not consented to by the Required Lenders and in compliance with all applicable Requirements of Law, except to the same extent that any such waiver, amendment or non-compliance could not reasonably be expected to have a Material Adverse Effect. (c) All of the consents, approvals and authorizations of, and notices and filings to or with, and other actions by, any governmental or regulatory authority or any other Person necessary in connection with any aspect of the Merger, this Amendment or any of the other transactions contemplated hereby shall be have been obtained (without the imposition of any conditions that are not reasonably acceptable to the Required Lenders) and shall remain in full force and effect;, except for those consents, approvals, authorizations, notices, filings and other actions the failure of which to receive or to give could not reasonably be expected to have a Material Adverse Effect; all applicable waiting periods shall have expired without any action being taken by any competent authority; and no law, rule or regulation shall be applicable in the reasonable judgment of the Required Lenders that restrains, prevents or imposes materially adverse conditions upon any aspect of the Merger, this Amendment or any of the other transactions contemplated hereby. (i) Each Agent shall have received copies of the Senior Secured Note Documents, certified as true and correct copies thereof by an Authorized Person of the Borrowers; (jd) The transactions contemplated by the Senior Secured Note Documents shall have been consummated and a portion of the proceeds of Senior Secured Notes shall have been used in respect of the Designated Subordinated Indebtedness Prepayment and the Designated Term Loan Prepayment; (k) After giving effect to this Amendment, the representations and warranties herein and contained in each of the Credit Agreement and the other Loan Documents shall be true and correct in all material respects on and as of the date hereofAmendment No. 9 Effective Date, after giving effect to the Merger and this Amendment, as though made on and as of such date (except (i) for any such representation and warranty that, by its terms, refers to a specific date other than the Amendment No. 9 Effective Date, in which case as of such specific date, and (ii) that the financial statements of the Borrower referred to in Sections 4.01(f) and 4.01(g) of the Credit Agreement shall be deemed to refer to the extent that such representations financial statements of the Borrower comprising part of the Required Financial Information most recently delivered to the Administrative Agent and warranties relate solely the Lender Parties pursuant to an earlier dateSections 5.03(c) and 5.03(d) of the Credit Agreement, respectively, on or prior to the Amendment No. 9 Effective Date);. (le) No injunction, writ, restraining order, or other order of any nature prohibiting, directly or indirectly, the consummation of the transactions contemplated herein shall have been issued and remain in force by any Governmental Authority against any Borrower, any Guarantor, any Agent, or any Lender; and (m) After giving effect to this Amendment, no Default or Event of Default event shall have occurred and be continuing or shall result from the consummation of the Merger or the effectiveness of this Amendment that constitutes a Default. (f) All of the accrued fees and expenses of the Administrative Agent, the Lead Arranger and Book Manager and the Lender Parties (including the accrued fees and expenses of counsel for the Agents) that are then due and payable shall have been paid in full. (g) Concurrently with the making of the Additional Term B Advance, the Borrower shall have used the proceeds of such Additional Term B Advance to the extent necessary to finance the Merger. (h) The Borrower shall have paid to the Administrative Agent, for the ratable account of each of the Appropriate Lenders that shall have executed and delivered a counterpart of this Amendment to the Administrative Agent prior to 5:00 P.M. (New York City time) on December 4, 2002, an amendment fee of 0.05% on the aggregate Commitments of such Appropriate Lender. (i) The Administrative Agent shall have received on or before the Amendment No. 9 Effective Date the following, each dated such date (unless otherwise specified), in form and substance satisfactory to the Required Lenders (unless otherwise specified): (i) Certified copies of the resolutions of the Board of Directors of the Borrower and, with respect to the Merger, the Merger Sub, approving the Merger, this Amendment and the other transactions contemplated hereinhereby, and of all documents evidencing other necessary corporate action and governmental and other third party approvals and consents, if any, with respect to the Merger, this Amendment and the other transactions contemplated hereby. (ii) A certificate of the Secretary or an Assistant Secretary of the Borrower certifying the names and true signatures of the officers of the Borrower authorized to sign this Amendment and the other documents to be delivered hereunder. (iii) A certificate of the Borrower, signed on behalf of the Borrower by its President or a Vice President dated the Amendment No. 9 Effective Date (the statements made in which certificate shall be true on and as of the Amendment No. 9 Effective Date), certifying as to (A) the absence of any amendments to the charter of the Borrower since the date of the Secretary of State's certificate referred to in Section 3.01(k)(iv) of the Credit Agreement, or any steps taken by the Board of Directors or the shareholders of the Borrower to effect or authorize any further amendment, supplement or other modification thereto; (B) the accuracy and completeness of the bylaws of the Borrower as in effect on the date on which the resolutions of the Board of Directors of the Borrower referred to in clause (i) of this Section 5(i) were adopted and on the Amendment No. 9 Effective Date (a copy of which, if different from the bylaws of the Borrower delivered to the Lender Parties on the date of the Initial Extension of Credit, shall be attached to such certificate); (C) the due incorporation and good standing of the Borrower as a corporation organized under the laws of the jurisdiction of its incorporation, and the absence of any proceeding (either pending or contemplated) for the dissolution, liquidation or other termination of the existence of the Borrower or any of its Subsidiaries; (D) the accuracy in all material respects of the representations and warranties made by the Borrower in the Loan Documents to which it is a party as though made on and as of the Amendment No. 9 Effective Date, before and after giving effect to the Merger and this Amendment, as though made on and as of such date (except (i) for any such representation and warranty that, by its terms, refers to a specific date other than the Amendment No. 9 Effective Date, in which case as of such specific date, and (ii) that the financial statements of the Borrower referred to in Sections 4.01(f) and 4.01(g) of the Credit Agreement shall be deemed to refer to the financial statements of the Borrower comprising part of the Required Financial Information most recently delivered to the Administrative Agent and the Lender Parties pursuant to Sections 5.03(c) and 5.03(d) of the Credit Agreement, respectively, on or prior to the Amendment No. 9 Effective Date); and (E) the absence of any event occurring and continuing, or resulting from the consummation of the Merger or the effectiveness of this Amendment, that would constitute a Default. (iv) The certificate referred to in Section 5.02(e)(ix)(F) of the Credit Agreement with respect to the Merger.

Conditions Precedent to the Effectiveness of this Amendment. The effectiveness This Amendment shall become effective as of this Amendment (the date first written above when, and the Consent contained within this Amendment) is subject to the fulfillmentonly when, to the reasonable satisfaction of each Agent (or a written waiver by such Agent) of each of the following conditionsconditions precedent shall have been satisfied or waived (the “Amendment No. 1 Effective Date”) by the Administrative Agent: (a) Each The Administrative Agent shall have received duly executed counterparts of this Amendment, duly executed by the parties heretoBorrower, the Required Banks, each Bank that provides a New Commitment and the same shall be in full force and effectAdministrative Agent; (b) U.S. Agent shall have received, in immediately available funds, the Third Amendment Fee referred to in Section 9(b) hereof; (c) Each Agent shall have received the reaffirmation and consent of each Guarantor attached hereto as Exhibit A, duly executed and delivered by an authorized official of each Guarantor; (d) Each Agent shall have received an amendment to the Fee Letter, duly executed by the parties to the Fee Letter, and the same shall be in full force and effect; (e) Each Agent shall have received the Intercompany Note Subordination Agreement, duly executed by the parties thereto, and the same shall be in full force and effect; (f) Each Agent shall have received amendments to the Senior Term Loan Credit Agreement, duly executed by the parties to the Senior Term Loan Credit Agreement, and the same shall be in full force and effect; (g) Each Agent shall have received the joinder documents and supplements that are required to be executed by ▇▇▇▇▇▇▇ Holdco, CLDH and BBCC pursuant to the terms of the Loan Documents, which in each case shall be in form and substance reasonably satisfactory to the Agents; (h) Each Agent shall have received the Senior Secured Note Intercreditor Agreement, and the same shall be in full force and effect; (i) Each Agent shall have received copies of the Senior Secured Note Documents, certified as true and correct copies thereof by an Authorized Person of the Borrowers; (j) The transactions contemplated by the Senior Secured Note Documents shall have been consummated and a portion of the proceeds of Senior Secured Notes shall have been used in respect of the Designated Subordinated Indebtedness Prepayment and the Designated Term Loan Prepayment; (k) After giving effect to this Amendment, the representations and warranties herein and in the Credit Agreement and the other Loan Documents shall be true and correct in all material respects on and as of the date hereof, as though made on such date (except to the extent that such representations and warranties relate solely to an earlier date); (l) No injunction, writ, restraining order, or other order of any nature prohibiting, directly or indirectly, the consummation of the transactions contemplated herein shall have been issued and remain in force by any Governmental Authority against any Borrower, any Guarantor, any Agent, or any Lender; and (m) After giving effect to this Amendment, no Default or Event of Default shall have occurred and be continuing continuing; (c) No change, occurrence or development shall result from have occurred since September 30, 2011 (other than the consummation proposed acquisition of 26.5% of the transactions contemplated hereinequity interests of various affiliates of Archstone by the Borrower and/or its affiliates and any financing in connection therewith), that has had or could reasonably be expected to have a Material Adverse Effect; (d) The Administrative Agent shall have received a certificate of the Secretary or Assistant Secretary of EQR certifying the accuracy of (i) the charter of EQR, (ii) the bylaws of EQR, (iii) the certificate of formation of EQR-Enterprise Holdings, LLC (the “Specified Subsidiary”), (iv) the limited liability company agreement of the Specified Subsidiary, (v) the resolutions adopted by EQR’s Board of Trustees authorizing the execution, delivery and performance of this Amendment and the Subsidiary Guaranty (as defined below), (vi) the limited partnership agreement of ERP and (vii) the incumbency and specimen signature of each of EQR’s officers authorized to execute this Amendment on behalf of the Borrower and EQR and the Subsidiary Guaranty on behalf of the Specified Subsidiary, in each case together with copies of same (or, in the case of clauses (i) and (vi), referencing such items as previously filed with the Securities and Exchange Commission); and (e) The Administrative Agent shall have received an opinion of DLA Piper LLP (US), counsel for the Borrower and EQR, in form and substance reasonably satisfactory to the Administrative Agent.

Conditions Precedent to the Effectiveness of this Amendment. The effectiveness of this This Amendment (and the Consent contained within this Amendment) is subject to the fulfillment, to the reasonable satisfaction of each Agent (or a written waiver by such Agent) of each shall become effective as of the date when, and only when, the following conditions:conditions precedent have been satisfied (such date, the “Amendment Effective Date”): (a) Each f. the Administrative Agent shall have received counterparts of this Amendment, Amendment duly executed by (A) the parties Borrower and (B) each Lender party hereto, and the same shall be in full force and effect; (b) U.S. Agent g. the Borrower shall have receivedpaid to the Administrative Agent, in immediately available fundsfor the account of each Lender, all documented fees due and payable to the Third Lenders (including pursuant to that certain Structuring Fee Letter, dated as of the date hereof, by and among the Borrower and Mizuho) on the Amendment Fee referred to in Section 9(b) hereofEffective Date; (c) Each h. the Administrative Agent shall have received the reaffirmation all reasonable and consent of each Guarantor attached hereto as Exhibit A, duly executed and delivered by an authorized official of each Guarantor; (d) Each Agent shall have received an amendment documented out-of-pocket expenses to be paid or reimbursed to the Fee LetterAdministrative Agent on the Amendment Effective Date (including, duly executed by for the parties to the Fee Letteravoidance of doubt, and the same shall be in full force and effect; (e) Each Agent shall have received the Intercompany Note Subordination Agreement, duly executed by the parties thereto, and the same shall be in full force and effect; (f) Each Agent shall have received amendments to the Senior Term Loan Credit Agreement, duly executed by the parties to the Senior Term Loan Credit Agreement, and the same shall be in full force and effect; (g) Each Agent shall have received the joinder documents and supplements that are required to be executed by legal fees of ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ Holdco, CLDH and BBCC pursuant LLP) that have been invoiced at least three business days prior to the terms of the Loan Documents, which in each case shall be in form and substance reasonably satisfactory to the AgentsAmendment Effective Date; (h) Each Agent shall have received the Senior Secured Note Intercreditor Agreement, i. prior to and the same shall be in full force and effect; (i) Each Agent shall have received copies of the Senior Secured Note Documents, certified as true and correct copies thereof by an Authorized Person of the Borrowers; (j) The transactions contemplated by the Senior Secured Note Documents shall have been consummated and a portion of the proceeds of Senior Secured Notes shall have been used in respect of the Designated Subordinated Indebtedness Prepayment and the Designated Term Loan Prepayment; (k) After immediately after giving effect to this AmendmentAmendment on the Amendment Effective Date, the representations and warranties herein and in the Credit Agreement and the other Loan Documents Section 3 of this Amendment shall be true and correct in all material respects on and as of the date hereof, as though made on such date (except to the extent that such representations and warranties relate solely to an earlier date); (l) No injunction, writ, restraining order, or other order of any nature prohibiting, directly or indirectly, the consummation of the transactions contemplated herein shall have been issued and remain in force by any Governmental Authority against any Borrower, any Guarantor, any Agent, or any Lenderrespects; and (m) After j. prior to and immediately after giving effect to this AmendmentAmendment on the Amendment Effective Date, (i) no Event of Default or Event of Default shall have occurred and be continuing or shall result from and (ii) the consummation representations and warranties of the transactions contemplated hereinBorrower contained in Article 4 of the Credit Agreement shall be true on and as of the Amendment Effective Date, except in the case of any such representation or warranty that expressly relates to a prior date, in which case such representation or warranty shall be true as of such prior date.

Conditions Precedent to the Effectiveness of this Amendment. The effectiveness of this This Amendment shall become effective on the date (and the Consent contained within this Amendment“Amendment Effective Date”) is subject to the fulfillment, to the reasonable satisfaction of each Agent (or a written waiver by such Agent) of each of on which the following conditionsconditions shall have been satisfied; provided that the Amendment Effective Date shall be deemed to occur notwithstanding Agent’s failure to receive certain documents set forth in subsections (b) or (c) below if Agent, in its sole discretion, elects to waive the delivery of such documents for a period not to exceed fifteen (15) Business Days after the Amendment Effective Date: (a) Each Agent shall have received this Amendment, duly a Reaffirmation of the US Security Documents, a Reaffirmation of the Canadian Security Documents, Note(s) requested by any Incremental Revolving Lender, an IP Security Agreement and a Notice of Additional Borrowers for the New Borrowers (as defined below) (including any supplements or other documents required thereby), in each case, executed and delivered by the parties hereto, and the same shall be in full force and effect;each party thereto. (b) U.S. Agent shall have received, in immediately available fundson behalf of itself and Lenders, the Third Amendment Fee referred to in Section 9(ban opinion of (i) hereof; (c) Each Agent shall have received the reaffirmation and consent of each Guarantor attached hereto as Exhibit A▇▇▇▇▇▇, duly executed and delivered by an authorized official of each Guarantor; (d) Each Agent shall have received an amendment to the Fee Letter, duly executed by the parties to the Fee Letter, and the same shall be in full force and effect; (e) Each Agent shall have received the Intercompany Note Subordination Agreement, duly executed by the parties thereto, and the same shall be in full force and effect; (f) Each Agent shall have received amendments to the Senior Term Loan Credit Agreement, duly executed by the parties to the Senior Term Loan Credit Agreement, and the same shall be in full force and effect; (g) Each Agent shall have received the joinder documents and supplements that are required to be executed by ▇▇▇▇ & ▇▇▇▇▇▇▇▇ HoldcoLLP, CLDH and BBCC pursuant counsel to the terms of Loan Parties, (ii) Blake, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, Canadian counsel to the Loan DocumentsParties, which (iii) ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇, P.C., Alabama counsel to the Loan Parties, (iv) ▇▇▇▇▇▇ Towers, P.A., Florida counsel to the Loan Parties, (v) ▇▇▇▇▇▇ Snow LLP, Tennessee counsel to the Loan Parties, and (vi) ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, P.C., Iowa counsel to the Loan Parties, in each case shall be case, dated the Amendment Effective Date and addressed to Agent and Lenders and in form and substance reasonably satisfactory to Agent, and each Borrower hereby requests such counsel to deliver such opinions. (c) Agent shall have received, with respect to each Loan Party, (i) a copy of the Agentscharter or other similar Organizational Document of each Loan Party and each amendment thereto, certified (as of a date reasonably near the Amendment Effective Date) as being a true and correct copy thereof by the Secretary of State or other applicable Governmental Authority of the jurisdiction in which each such Loan Party is organized or incorporated (or, in the case of any Loan Party incorporated under the laws of Canada or a province or territory thereof, by the Secretary, Assistant Secretary or other appropriate Responsible Officer of such Loan Party); provided that no such Organizational Document shall be required to be delivered if a Responsible Officer of any Loan Party certifies that such Loan Party’s Organizational Documents have not been amended and have remained in full force and effect since the Closing Date; (ii) a copy of a certificate of the Secretary of State or other applicable Governmental Authority of the jurisdiction in which each such Loan Party is organized, dated reasonably near the Amendment Effective Date, certifying that such Person is duly organized and in good standing under the laws of such jurisdiction; and (iii) a certificate of the Secretary, Assistant Secretary or other appropriate Responsible Officer of each Loan Party dated as of the Amendment Effective Date and certifying (A) that attached thereto is a true and complete copy of the by-laws, or operating or partnership agreement of such Loan Party as in effect on the Amendment Effective Date and at all times since a date prior to the date of the resolutions described in clause (B) below, (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 this Amendment and the other Loan Documents to which such Person is a party and, in the case of the US Borrowers, the borrowings under the Incremental Revolving Commitments, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (C) that the certificate or articles of incorporation or formation, partnership agreement or other constitutive documents of such Loan Party have not been amended since the date the documents furnished pursuant to clause (i) above were certified, and (D) 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. (d) Agent shall have received a solvency certificate in the form of Exhibit J of the Credit Agreement from a Responsible Officer of Holdings certifying that after giving effect to this Amendment and the transactions contemplated hereby, Holdings and its Subsidiaries, on a consolidated basis, are solvent; (e) Agent shall have received UCC, PPSA and other Lien searches covering the Loan Parties showing that there are no Liens upon the Collateral, other than Liens permitted by Section 6.03 of the Credit Agreement; (f) Agent shall have received proper financing statements for USP Land Holdings FP&P, LLC, USP Land Holdings FCP, LLC and Constructure Fabrication, LLC (collectively, the “New Borrowers”), in form appropriate for filing under the UCC of all jurisdictions that Agent may deem necessary or desirable, in order to perfect the Liens created under the applicable Security Documents; (g) Agent shall have received a Borrowing Base Certificate as of April 30, 2020, as revised to give effect to this Amendment and the Incremental Revolving Commitments granted hereunder; (h) Each of the conditions set forth in Sections 4.2(a), (b), (d) and (e) of the Credit Agreement shall be satisfied and Agent shall have received a certificate to that effect dated the Senior Secured Note Intercreditor Amendment Effective Date, substantially in the form of Exhibit C of the Credit Agreement, with appropriate insertions and the same shall be in full force attachments and effectexecuted by a Responsible Officer of Holdings; (i) Each Agent As requested by Borrower Representative, Bank of America shall have received copies issued a US Tranche Letter of Credit in the Senior Secured Note Documentsamount of $9,249,080.70 for the benefit of ▇▇▇▇▇ Fargo Bank, certified as true and correct copies thereof by an Authorized Person of National Association (the Borrowers“Backstop LC”); (j) The transactions contemplated All reasonable expenses (to the extent invoiced at least two (2) Business Days prior to the Amendment Effective Date) and fees due to Lenders, Arranger and Agent existing under the Credit Agreement and as set forth in that certain Fee Letter dated as of June 1, 2020, by and among Agent, Holdings and BofA Securities, Inc. that are required to be paid on the Senior Secured Note Documents Amendment Effective Date shall have been consummated and a portion of the proceeds of Senior Secured Notes shall have been used in respect of the Designated Subordinated Indebtedness Prepayment and the Designated Term Loan Prepayment;paid; and (k) After giving effect Agent shall have received, no later than two (2) Business Days prior to this Amendmentthe Amendment Effective Date, all documentation and other information about the representations Loan Parties as has been reasonably requested in writing at least three Business Days prior to the Amendment Effective Date by Agent with respect to applicable “know your customer” and warranties herein anti-money laundering rules and in regulations, including the Credit Agreement PATRIOT Act, Canadian Anti-Money Laundering Laws and Beneficial Ownership Regulation. If any Loan Party qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, it shall deliver a Beneficial Ownership Certification to the Agent and the other Loan Documents shall be true and correct in all material respects on and as of the date hereof, as though made on such date (except to the extent that such representations and warranties relate solely to an earlier date); (l) No injunction, writ, restraining order, or other order of any nature prohibiting, directly or indirectly, the consummation of the transactions contemplated herein shall have been issued and remain in force by any Governmental Authority against any Borrower, any Guarantor, any Agent, or any Lender; and (m) After giving effect to this Amendment, no Default or Event of Default shall have occurred and be continuing or shall result from the consummation of the transactions contemplated hereinLenders upon request.

Conditions Precedent to the Effectiveness of this Amendment. The effectiveness of this Amendment (the one time waiver granted pursuant to Section 1 above and the Consent amendment and agreements contained within this Amendment) in Section 2 above is subject to the fulfillmentconditioned upon, to the reasonable satisfaction of each Agent (or a written waiver by and such Agent) of waiver, amendments and agreements shall not be effective until, each of the following conditionsconditions has been satisfied (the first date on which all of the following conditions have been satisfied being referred to herein as the "Amendment Effective Date"), and shall, solely in the case of the one time waiver granted pursuant to Section 1 above and the amendments contained in Section 2(a), (d), (e), (f) and (h) above, only be effective thereafter so long as the continuing condition contained in Section 4 below is complied with: (ai) Each Agent shall have received this Amendment, duly executed by the parties hereto, and the same shall be in full force and effect; (b) U.S. The Agent shall have received, in immediately available fundson behalf of the Lenders, the Third Amendment Fee referred to in Section 9(b) hereof; (c) Each Agent shall have received the reaffirmation and consent of each Guarantor attached hereto as Exhibit Athis Amendment, duly executed and delivered by an authorized official of each Guarantor; (d) Each Agent shall have received an amendment to the Borrower, the Agent, the Issuer and the Required Lenders, and the Amendment Fee Letter, duly executed and delivered by the parties to Borrower and the Fee LetterAgent, and (ii) each of the same other Obligors shall be in full force have acknowledged, agreed and effect;consented to this Amendment and, if applicable, reaffirmed the Guarantee Agreement to which such Obligor is a party by executing and delivering the Guarantor Confirmation attached to this Amendment. (eb) Each The Agent shall have received the Intercompany Note Subordination Agreementreceived, duly executed by the parties thereto, and the same shall be in full force and effect; (f) Each Agent shall have received amendments to the Senior Term Loan Credit Agreement, duly executed by the parties to the Senior Term Loan Credit Agreement, and the same shall be in full force and effect; (g) Each Agent shall have received the joinder documents and supplements that are required to be executed by ▇▇▇▇▇▇▇ Holdco, CLDH and BBCC pursuant to the terms on behalf of the Loan DocumentsLenders, which in each case shall be in form and substance reasonably satisfactory to the Agents; (h) Each Agent shall have received the Senior Secured Note Intercreditor Agreement, and the same shall be in full force and effect; copies of (i) Each Agent shall have received copies corporate resolutions of the Senior Secured Note Documentsboard of directors of the Borrower authorizing and ratifying the transactions contemplated hereby, certified as true and correct copies thereof by an Authorized Person of the Borrowers;Amendment Effective Date by the Secretary or an Assistant Secretary of the Borrower, and (ii) certified charter documents and a good standing certificate for the Borrower from its jurisdiction of incorporation. (jc) The transactions contemplated by the Senior Secured Note Documents shall have been consummated and a portion of the proceeds of Senior Secured Notes shall have been used in respect of the Designated Subordinated Indebtedness Prepayment and the Designated Term Loan Prepayment; (k) After giving effect to this Amendment, the representations and warranties herein and set forth in the Credit Agreement and the other Loan Documents this Amendment shall be true and correct in all material respects on and as of the date hereof, as though made on such date Amendment Effective Date. (except d) The Agent shall have received a legal opinion satisfactory to it from counsel to the extent that such representations Obligors as to the matters set forth in Section 5(a), (b), (c), (d) and warranties relate solely to an earlier date);(e) below and any other matters requested by the Agent. (le) No injunctionFacility C Working Capital Loan shall be outstanding. (f) The Borrower shall have paid to the Agent, writ, restraining order, or other order for the account of any nature prohibiting, directly or indirectlythe Lenders, the consummation of amendment fees due and payable on the transactions contemplated herein shall have been issued and remain in force by any Governmental Authority against any Borrower, any Guarantor, any Agent, or any Lender; and (m) After giving effect Amendment Effective Date pursuant to this Amendment, no Default or Event of Default shall have occurred and be continuing or shall result from the consummation of the transactions contemplated hereinAmendment Fee Letter.

Conditions Precedent to the Effectiveness of this Amendment. The effectiveness of this Amendment (and the Consent contained within this Amendment) is subject to the fulfillment, to the reasonable satisfaction of each Agent (or a written waiver by such Agent) of each of the following conditions: (a) Each Agent This Amendment shall become effective as of, and with effect from, the date (the “Effective Date”) on which the Borrower, the Facility Guarantors and the Required Lenders shall have received duly executed and delivered to the Administrative Agent this Amendment, duly executed by the parties hereto, and the same shall be in full force and effect;. (b) U.S. Agent All corporate and other proceedings required in connection with this Amendment, and all documents, instruments and other legal matters in connection with the transactions contemplated by this Amendment, shall be satisfactory in all respects to the Required Lenders, and the Lenders shall have receivedreceived such documents and certificates as the Lenders or their counsel may reasonably request relating to the authorization of the transactions contemplated by this Amendment, all in immediately available funds, form and substance satisfactory to the Third Amendment Fee referred to in Section 9(b) hereof;Required Lenders and their counsel. (c) Each Agent shall have received the reaffirmation and consent of each Guarantor attached hereto as Exhibit A, duly executed and delivered by an authorized official of each Guarantor; (d) Each Agent shall have received an amendment to the Fee Letter, duly executed by the parties to the Fee Letter, and the same shall be in full force and effect; (e) Each Agent shall have received the Intercompany Note Subordination Agreement, duly executed by the parties thereto, and the same shall be in full force and effect; (f) Each Agent shall have received amendments to the Senior Term Loan Credit Agreement, duly executed by the parties to the Senior Term Loan Credit Agreement, and the same shall be in full force and effect; (g) Each Agent shall have received the joinder documents and supplements that are required to be executed by ▇▇▇▇▇▇▇ Holdco, CLDH and BBCC pursuant to the terms of the Loan Documents, which in each case shall be in form and substance reasonably satisfactory to the Agents; (h) Each Agent shall have received the Senior Secured Note Intercreditor Agreement, and the same shall be in full force and effect; (i) Each Agent shall have received copies of the Senior Secured Note Documents, certified as true and correct copies thereof by an Authorized Person of the Borrowers; (j) The transactions contemplated by the Senior Secured Note Documents shall have been consummated and a portion of the proceeds of Senior Secured Notes shall have been used in respect of the Designated Subordinated Indebtedness Prepayment and the Designated Term Loan Prepayment; (k) After giving effect to this Amendment, the representations and warranties herein contained in Section V (Representations and in the Credit Agreement and the other Loan Documents Warranties) of this Amendment shall be true and correct in all material respects on and as of the date hereof, as though made on such date (except to the extent that such representations and warranties relate solely to an earlier date);correct. (l) No injunction, writ, restraining order, or other order of any nature prohibiting, directly or indirectly, the consummation of the transactions contemplated herein shall have been issued and remain in force by any Governmental Authority against any Borrower, any Guarantor, any Agent, or any Lender; and (md) After giving effect to this Amendment, no Default or Event of Default shall have occurred and be continuing as of the date hereof. (e) No litigation shall have been commenced against any Loan Party or any of its Subsidiaries, either on the date hereof or the Effective Date, seeking to restrain or enjoin (whether temporarily, preliminarily or permanently) the performance of any action by any Loan Party required or contemplated by this Amendment or the Credit Agreement as amended by this Amendment or any Loan Document. (f) The Borrower shall result have retained FTI/Weinsten as Chairman of the Borrower’s Office of Special Programs and the Lenders shall have received evidence thereof reasonably requested by them. (g) The Borrower shall have established the Office of Special Programs and the Lenders shall have received evidence thereof reasonably requested by them. (h) Effectiveness of the Waiver and Eighth Amendment to the Existing First Lien Credit Agreement, in form and substance satisfactory to the Required Lenders. (i) Receipt by the Borrower of proceeds from the consummation Initial Equity Sale in an amount of the transactions contemplated hereinnot less than $10,500,000.