Common use of Conditions to Effectiveness of Amendment Clause in Contracts

Conditions to Effectiveness of Amendment. This Amendment shall become effective on the first Business Day on which each of the following conditions is satisfied: (a) The Administrative Agent shall have received (i) (I) from each Cashless Option Tranche B-2 Lender and (II) from Additional Tranche B-3 Term Loan Lenders having Additional Tranche B-3 Term Loan Commitments equal in principal amount to the principal amount of Existing Term Loans held by Non-Consenting Existing Tranche B-2 Term Loan Lenders and Post-Closing Option Lenders, (ii) from the Administrative Agent, and (iii) from the Borrower and Holdings, either (x) a counterpart of this Amendment (or, in the case of such Cashless Option Tranche B-2 Lenders, a Consent to Amendment No. 4) signed on behalf of such party or (y) written evidence satisfactory to the Administrative Agent (which may include telecopy or other electronic transmission of a signed signature page of this Amendment) that such party has signed a counterpart of this Amendment; (b) The Borrower shall have paid to all Existing Term Loan Lenders on the Amendment No. 4 Effective Date, simultaneously with the making (or deemed making) of Tranche B-3 Term Loans under the Credit Agreement, all accrued and unpaid interest on the Existing Term Loans to, but not including, the Amendment No. 4 Effective Date; (c) The Administrative Agent shall have received the executed legal opinion of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, special counsel to the Credit Parties. The Borrower, Holdings and the Administrative Agent hereby instruct such counsel to deliver such legal opinion; (d) The Borrower shall have paid (i) the Amendment No. 4 Arrangers the fees in the amounts previously agreed in writing to be received on the Amendment No. 4 Effective Date and (ii) the Administrative Agent all reasonable costs and expenses (including, without limitation the reasonable fees, charges and disbursements of ▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, counsel for the Administrative Agent and the Amendment No. 4 Arrangers) of the Administrative Agent for which invoices have been presented prior to the Amendment No. 4 Effective Date; (e) The representations and warranties set forth in Section 2 above shall be true and correct; (f) The Administrative Agent (or its counsel) shall have received (A) a certificate of each of (x) Holdings and the Borrower, dated as of the Closing Date, substantially in the form of Exhibit E to the Credit Agreement, with appropriate insertions, executed by any Authorized Officer and the Secretary or any Assistant Secretary of Holdings and the Borrower, as applicable, and attaching the documents referred to in the following clause (B) and (B) (w) a copy of the resolutions of the board of directors or other managers of Holdings and the Borrower authorizing (I) the execution, delivery, and performance of this Amendment (and any agreements relating thereto) to which it is a party and the performance of the obligations under the Amended Credit Agreement and (II) in the case of the Borrower, the extensions of credit contemplated hereunder, (x) the Certificate of Incorporation and By-Laws or other comparable organizational documents, as applicable, of Holdings and the Borrower, (y) signature and incumbency certificates of the Authorized Officers of Holdings and the Borrower executing the Credit Documents to which it is a party, and (z) a good standing certificate from the relevant Governmental Authority of the jurisdiction of organization of the Borrower and Holdings, dated the Amendment No. 4 Effective Date or a recent date prior thereto; and (g) The Administrative Agent shall have received a Notice of Borrowing in respect of the Tranche B-3 Term Loans in accordance with Section 2.3 of the Amended Credit Agreement.

Conditions to Effectiveness of Amendment. This Amendment shall become effective on the first Business Day on which each of date (the “Amendment No. 5 Effective Date”) that the following conditions is have been satisfied: (a) The Administrative the Agent shall have received a counterpart of this Amendment, executed and delivered by a duly authorized officer of each Loan Party; (ib) (I) from each Cashless Option Tranche B-2 Lender and (II) from Additional Tranche B-3 Term Loan Lenders having Additional Tranche B-3 Term Loan Commitments equal in principal amount to the principal amount of Existing Term Loans held by Non-Consenting Existing Tranche B-2 Term Loan Lenders and Post-Closing Option Lenders, (ii) from the Administrative Agent, and (iii) from the Borrower and Holdings, either Agent shall have received (x) a counterpart of this Amendment Amendment, executed and delivered by the (ori) 2016-2 Additional Term B-4 Lender, in the case of such Cashless Option Tranche B-2 Lenders, a Consent to Amendment No. 4(ii) signed on behalf of such party or 2016-2 Additional Term B-5 Lender and (iii) 2016-1 Additional Term B-6 Lender and (y) written evidence satisfactory Consents from Lenders constituting the Required Lenders, provided that the 2016-2 Additional Term B-4 Lender, the 2016-2 Additional Term B-5 Lender and the 2016-1 Additional Term B-6 Lender shall be deemed to the Administrative Agent (which may include telecopy or other electronic transmission of a signed signature page of this Amendment) that such party has signed a counterpart of have consented to this Amendment; (b) The Borrower shall have paid to all Existing Term Loan Lenders on the Amendment No. 4 Effective Date, simultaneously with the making (or deemed making) of Tranche B-3 Term Loans under the Credit Agreement, all accrued and unpaid interest on the Existing Term Loans to, but not including, the Amendment No. 4 Effective Date; (c) The Administrative the Agent shall have received an executed Joinder entered into by the 2016-1 Additional Term B-6 Lender, Holdings and the Borrowers, and acknowledged by the Agent; (d) the Agent shall have received an executed Joinder entered into by the 2016-2 Additional Term B-5 Lender, Holdings and the Borrowers, and acknowledged by the Agent; (e) the Agent shall have received an executed Joinder entered into by the 2016-2 Additional Term B-4 Lender, Holdings and the Borrowers, and acknowledged by the Agent; (f) the Agent shall have received a customary legal opinion (including no conflicts with all indentures and other material debt documents of the Parent Borrower and its subsidiaries) (A) from ▇▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇ & LLP, counsel to the Loan Parties and (B) from ▇▇▇▇▇▇▇▇▇ Traurig LLP, special California, Illinois, Massachusetts, and Texas counsel to the Credit Loan Parties. The Borrower, Holdings in each case addressed to the Agent and the Administrative Agent hereby instruct such counsel to deliver such legal opinionTerm Lenders; (dg) the Agent shall have received (i) a copy of the certificate or articles of incorporation or organization, including all amendments thereto, of each Loan Party, certified, if applicable, as of a recent date by the Secretary of State of the state of its organization, and a certificate as to the good standing (where relevant) of each Loan Party as of a recent date, from such Secretary of State or similar Governmental Authority and (ii) a certificate of a duly authorized officer of each Loan Party dated the Amendment No. 5 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. 5 Effective Date or, if applicable, that no modifications have been made to such documents since, with respect to (aa) the subsidiaries of Albertsons Companies, LLC that are Subsidiary Guarantors and Safeway Inc. and the subsidiaries of Safeway Inc. that are Subsidiary Guarantors, January 30, 2015, (bb) Albertsons Companies, LLC, December 21, 2015, (cc) New ▇▇▇▇▇▇▇▇▇’▇, Inc. and its subsidiaries that are Subsidiary Guarantors (other than ASP Realty, LLC, Giant of Salisbury, Inc. and Collington Services LLC), December 21, 2015, (dd) ASP Realty, LLC, January 28, 2016 and (ee) Giant of Salisbury, Inc. and Collington Services LLC, November 16, 2016 (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 this 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; (h) the Agent shall have received a certificate of an authorized officer of the Parent Borrower dated the Amendment No. 5 Effective Date certifying that (i) each of the representations and warranties made by any Loan Party in or pursuant to the Financing Agreements shall be, after giving effect to this Amendment, true and correct in all material respects as if made on and as of the Amendment No. 5 Effective Date, except to the extent such representations and warranties expressly relate to an earlier time, in which case such representations and warranties were true and correct in all material respects as of such earlier time; provided that to the extent any such representation or warranty is already qualified by materiality or material adverse effect, such representation or warranty is true and correct in all respects; provided, further that each reference to the Term Loan Agreement therein shall be deemed to be a reference to the Term Loan Agreement after giving effect to this Amendment; (ii) after giving effect to this Amendment, no Default or Event of Default shall have occurred and be continuing and (iii) no event shall have occurred and no condition shall exist that has or may be reasonably to be likely to have a Material Adverse Effect; (i) The Parent Borrower shall have paid (ior have caused to be paid), (a) to the Amendment No. 4 5 (2016-2) Arrangers the (as defined herein) in immediately available funds, all fees in the amounts previously agreed in writing owing to be received on the Amendment No. 4 Effective Date 5 (2016-2) Arrangers in connection with arranging Term Loans as separately agreed to in writing by Holdings and the Amendment No. 5 (2016-2) Arrangers and (iib) to the Administrative Agent extent invoiced, all reasonable costs and documented out-of-pocket expenses of the Amendment No. 5 (2016-2) Arrangers and the Agent in connection with this Amendment and the transaction contemplated hereby (but limited, in the case of legal fees and expenses, to the reasonable and documented fees and expenses (including, without limitation the reasonable fees, charges and disbursements of ▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP); (i) Subject to subsection (h) above, counsel the conditions precedent set forth in Section 4.2 of the Term Loan Agreement shall have been satisfied both before and after giving effect to the Borrowing; (k) the Agent shall have received a solvency certificate signed by the Chief Financial Officer of Holdings substantially in the form attached as Exhibit O to the Term Loan Agreement; (l) the Agent shall have received results of searches or other evidence reasonably satisfactory to the Agent (in each case dated as of a date reasonably satisfactory to the Agent) indicating the absence of Liens on the assets of the Loan Parties, except for Permitted Liens and Liens for which termination statements and releases, satisfactions and releases or subordination agreements satisfactory to the Administrative Agent and are being tendered concurrently with the Amendment No. 4 Arrangers) of 5 Effective Date or other arrangements satisfactory to the Administrative Agent for which invoices the delivery of such termination statements and releases, satisfactions and discharges have been presented made; (m) the Agent shall have received a Committed Loan Notice for the Term Loans; (n) the Agent shall have received, at least five (5) Business Days prior to the Amendment No. 4 5 Effective Date; (e) The representations , all documentation and warranties set forth in Section 2 above shall be true other information required by regulatory authorities under applicable “know your customer” and correct; (f) The Administrative Agent (or its counsel) shall have received (A) a certificate of each of (x) Holdings anti-money laundering rules and the Borrowerregulations including, dated as of the Closing Date, substantially in the form of Exhibit E to the Credit Agreement, with appropriate insertions, executed by any Authorized Officer and the Secretary or any Assistant Secretary of Holdings and the Borrower, as applicable, and attaching the documents referred to in the following clause (B) and (B) (w) a copy of the resolutions of the board of directors or other managers of Holdings and the Borrower authorizing (I) the execution, delivery, and performance of this Amendment (and any agreements relating thereto) to which it is a party and the performance of the obligations under the Amended Credit Agreement and (II) in the case of the Borrowerwithout limitation, the extensions of credit contemplated hereunderPATRIOT Act, (x) that has been reasonably requested by the Certificate of Incorporation and By-Laws or other comparable organizational documents, as applicable, of Holdings and the Borrower, (y) signature and incumbency certificates of the Authorized Officers of Holdings and the Borrower executing the Credit Documents Lenders at least 10 days prior to which it is a party, and (z) a good standing certificate from the relevant Governmental Authority of the jurisdiction of organization of the Borrower and Holdings, dated the Amendment No. 4 5 Effective Date or a recent date prior theretoDate; and (go) The Administrative Agent shall have received a Notice completed “life of Borrowing loan” Federal Emergency Management Agency Standard Flood Hazard Determination with respect to each Mortgaged Property, and to the extent any Mortgaged Property is located in respect a special flood hazard area, (i) a notice about special flood hazard area status and flood disaster assistance duly executed by the Parent Borrower and each Loan Party relating thereto, and (ii) evidence of flood insurance as required by Section 9.4 of the Tranche B-3 Term Loans in accordance with Section 2.3 Loan Agreement and the applicable provisions of the Amended Credit AgreementCollateral Documents.

Conditions to Effectiveness of Amendment. This Amendment shall become effective on upon the first Business Day on which satisfaction (or waiver in writing by each Lender) of each of the following conditions is satisfiedprecedent: (a) The receipt by the Borrower, the Additional Delayed Draw Borrower, the Guarantors, the Administrative Agent shall have received and the Lenders of a counterpart signature of the others to this Amendment duly executed and delivered by each of the Borrower, the Additional Delayed Draw Borrower, the Guarantors, the Administrative Agent and the Lenders; (b) the hiring by Holdings of a Chief Restructuring Officer acceptable to each Lender in its sole and absolute discretion (the “CRO”), reporting directly to the special restructuring committee of the board of directors of Holdings, to (i) (I) from each Cashless Option Tranche B-2 Lender oversee all aspects of daily and (II) from Additional Tranche B-3 Term Loan Lenders having Additional Tranche B-3 Term Loan Commitments equal in principal amount to the principal amount of Existing Term Loans held by Non-Consenting Existing Tranche B-2 Term Loan Lenders weekly cash flows, including both receivables and Post-Closing Option Lenders, payables management (ii) from the Administrative Agent, be granted sole approval rights over all cash disbursements and (iii) from develop and ensure compliance with the Weekly Budget; (c) receipt by the Administrative Agent of the Closing Budget in a form acceptable to the Lenders, collectively, in their sole and absolute discretion; (d) receipt by the Administrative Agent of all notices, certificates, and other documentation provided by the Borrower or any of its Affiliates, or any of its or their officers or directors, to Silicon Valley Bank pursuant to the SVB Loan Agreement since April 1, 2017, including any borrowing base certificates, summary accounts receivable and Holdingsaccounts payable agings, either and inventory certificates; (xe) receipt by the Administrative Agent of a counterpart payoff letter from Silicon Valley Bank, in form and substance satisfactory to each Lender in its sole and absolute discretion; (f) receipt by the Administrative Agent of this Amendment a Secretary’s Certificate, with respect to the Borrower, the Additional Delayed Draw Borrower and the Guarantors, in substantially the form delivered on the Restatement Date, in each case attaching resolutions of each such Person’s Board of Directors (oror other managing body, in the case of such Cashless Option Tranche B-2 Lenders, other than a Consent to Amendment No. 4corporation) signed on behalf of such party or (y) written evidence satisfactory to the Administrative Agent (which may include telecopy or other electronic transmission of a signed signature page of this Amendment) that such party has signed a counterpart of this Amendment; (b) The Borrower shall have paid to all Existing Term Loan Lenders on the Amendment No. 4 Effective Date, simultaneously with the making (or deemed making) of Tranche B-3 Term Loans under the Credit Agreement, all accrued then in full force and unpaid interest on the Existing Term Loans to, but not including, the Amendment No. 4 Effective Date; (c) The Administrative Agent shall have received the executed legal opinion of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, special counsel to the Credit Parties. The Borrower, Holdings and the Administrative Agent hereby instruct such counsel to deliver such legal opinion; (d) The Borrower shall have paid (i) the Amendment No. 4 Arrangers the fees in the amounts previously agreed in writing to be received on the Amendment No. 4 Effective Date and (ii) the Administrative Agent all reasonable costs and expenses (including, without limitation the reasonable fees, charges and disbursements of ▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, counsel for the Administrative Agent and the Amendment No. 4 Arrangers) of the Administrative Agent for which invoices have been presented prior to the Amendment No. 4 Effective Date; (e) The representations and warranties set forth in Section 2 above shall be true and correct; (f) The Administrative Agent (or its counsel) shall have received (A) a certificate of each of (x) Holdings and the Borrower, dated as of the Closing Date, substantially in the form of Exhibit E to the Credit Agreement, with appropriate insertions, executed by any Authorized Officer and the Secretary or any Assistant Secretary of Holdings and the Borrower, as applicable, and attaching the documents referred to in the following clause (B) and (B) (w) a copy of the resolutions of the board of directors or other managers of Holdings and the Borrower effect authorizing (I) the execution, delivery, delivery and performance of this Amendment (and any agreements relating thereto) to which it is a party and the performance transactions contemplated hereby; (g) receipt by the Administrative Agent of the obligations under the Amended Credit Agreement and (II) in the case a copy of a good standing certificate for each of the Borrower, the extensions of credit contemplated hereunder, (x) the Certificate of Incorporation and By-Laws or other comparable organizational documents, as applicable, of Holdings Additional Delayed Draw Borrower and the BorrowerGuarantors, (y) signature and incumbency certificates dated within 30 days of the Authorized Officers of Holdings and the Borrower executing the Credit Documents to which it is a partydate hereof, and (z) a good standing certificate from the relevant Governmental Authority of the jurisdiction of organization of the Borrower and Holdings, dated the Amendment No. 4 Effective Date or a recent date prior theretoformation for each such Person; and (gh) The Administrative receipt by the Administration Agent shall have received a Notice of Borrowing an opinion of counsel to the Borrower, the Additional Delayed Draw Borrower and the Guarantors, in respect of form and substance reasonably satisfactory to the Tranche B-3 Term Loans Lenders in accordance with Section 2.3 of the Amended Credit Agreementtheir sole discretion.

Conditions to Effectiveness of Amendment. This Amendment shall become effective on upon the first Business Day on which each satisfaction of the following conditions; provided that all such conditions is are satisfied on or prior to December 31, 2009 (the date that all such conditions are so satisfied:, the “Amendment No. 1 Effective Date”): (a) The Administrative Agent’s receipt of the following, each of which shall be originals, or electronic copies or facsimiles followed promptly by originals (unless otherwise specified), each properly executed by a Responsible Officer of the applicable Loan Party, each in form and substance reasonably satisfactory to the Administrative Agent: (i) executed counterparts of this Amendment from the Borrower, Holdings, the Required Lenders, the Majority Revolving Facility Lenders and the Majority Term Facility Lenders; (ii) the FNIS Loan Party Guaranty substantially in the form of Exhibit I hereto, duly executed by FNIS and each FNIS Subsidiary Guarantor; (iii) executed counterparts of the Borrower Supplemental Agreement (together with all schedules contemplated thereby, which schedules shall be reasonably satisfactory to the Administrative Agent); (iv) a guaranty supplement substantially in the form of Appendix I hereto or such other form of guaranty or guaranty supplement to guarantee the Guaranteed Obligations (as defined in the FNIS Credit Agreement) in form and substance reasonably satisfactory to the FNIS Administrative Agent (the “FNIS Credit Guaranty”), duly executed by Group Members that are Loan Parties immediately prior the Amendment No. 1 Effective Date; (v) evidence (in form reasonably satisfactory to the Administrative Agent and the FNIS Administrative Agent, as the case may be) of the identity, authority and capacity of each Responsible Officer of each Loan Party (including any FNIS Loan Party) executing this Amendment, the Borrower Supplemental Agreement, the FNIS Loan Party Guaranty or the FNIS Credit Guaranty; (vi) such documents and certifications as the Administrative Agent or the FNIS Administrative Agent may reasonably require to evidence that each Loan Party is duly organized or formed, validly existing, in good standing and qualified to engage in business in its jurisdiction of organization; (vii) opinions of counsel to Holdings, the Borrower and FNIS addressed to the Administrative Agent and each Lender, providing legal opinions substantially similar to those set forth on Appendix II hereto (with standard exceptions and qualifications reasonably acceptable to the Administrative Agent); (viii) opinions of counsel to Holdings, the Borrower and FNIS addressed to the FNIS Administrative Agent and each Consenting Lender that will receive FNIS Term Loans pursuant to the terms of the Debt Exchange Agreement, providing legal opinions substantially similar to those set forth on Appendix III hereto (with standard exceptions and qualifications reasonably acceptable to the FNIS Administrative Agent); (ix) a certificate signed by a Responsible Officer of the Borrower (in such person’s capacity as an officer of the Borrower and not personally) certifying as to the satisfaction of the conditions set forth in Section 14(f) and (g) of this Amendment; (x) a certificate signed by a Responsible Officer of FNIS (in such person’s capacity as an officer of FNIS and not personally) attesting to the Solvency of FNIS and the Restricted Subsidiaries (taken as a whole) and of Holdings and the Group Members (taken as a whole) after giving effect to the FNIS Merger, this Amendment and each of the other transactions contemplated to occur on the Amendment No. 1 Effective Date; (xi) copies (certified to be true and complete by the Borrower) of any amendments to the FNIS Merger Agreement and the disclosure schedules thereto; (xii) a certificate signed by a Responsible Officer of FNIS (in such person’s capacity as an officer of FNIS and not personally) certifying as to the satisfaction of the conditions set forth in Section 14(h) of this Amendment; (xiii) executed counterparts of Amendment No. 1 to the Guarantee and Collateral Agreement, which sets forth the provisions set forth in Section 12 hereof, from the Borrower, Holdings, each subsidiary of Holdings party thereto and the Administrative Agent; (xiv) an acknowledgement and confirmation signed by a Responsible Officer of FNIS Merger Sub (A) acknowledging that (1) after giving effect to the FNIS Merger it shall continue to be a Loan Party, Group Member and Restricted Company under the Loan Documents with the same force and effect as if originally named therein as “Holdings”, (2) each reference to “Holdings” in the Loan Documents, or any schedule, exhibit, appendix, annex or addendum thereto, shall be deemed to be to it and (3) it shall be bound by all of the terms and provisions of the Loan Documents to which Holdings is a party and that it shall be deemed to have ratified and affirmed its continued obligations, liabilities and indebtedness of Holdings thereunder, and (B) confirming that the representations and warranties set forth in Section 13 of this Amendment shall be true and correct in all material respects on and as of the Amendment No. 1 Effective Date, except to the extent such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date; (xv) (A) a copy of the articles of organization, including all amendments thereto, of FNIS Merger Sub, certified as of a recent date by the Secretary of State of the state of its organization, and a certificate as to the good standing of FNIS Merger Sub as of a recent date, from such Secretary of State, (B) a certificate of the Secretary or Assistant Secretary of FNIS Merger Sub dated the Amendment No. 1 Effective Date and certifying (1) that attached thereto is a true and correct copy of the limited liability company agreement of FNIS Merger Sub as in effect on the Amendment No. 1 Effective Date and at all times since a date prior to the date of the resolutions described in clause (2) below, (2) that attached thereto is a true and complete copy of resolutions duly adopted by the Board of Directors or other governing body of FNIS Merger Sub authorizing the execution, delivery and performance of the Loan Documents to which it is a party and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (3) that the articles of organization of FNIS Merger Sub have not been amended since the date of the last amendment thereto shown on the certificate of good standing furnished pursuant to clause (A) above, and (4) 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 FNIS Merger Sub, (C) a certificate of another officer as to the incumbency and specimen signature of the Secretary or Assistant Secretary executing the certificate pursuant to clause (B) above; and (D) such other documents as the Lenders or the Administrative Agent may reasonably request; and (xvi) evidence in form and substance reasonably satisfactory to the Administrative Agent that each Consenting Lender shall have committed to purchase accounts receivable under the FNIS A/R Securitization Facility in an amount sufficient to satisfy the conditions set forth in Section 2(a) of this Amendment. (b) All fees and expenses required to be paid on or before the Amendment No. 1 Effective Date shall have been paid in full in cash. (c) The FNIS Merger Agreement and any material agreement relating thereto shall not have been altered, amended or otherwise changed or supplemented in a manner material and adverse to the Lenders or any condition therein waived in a manner material and adverse to the Lenders, in each case without the consent of the Administrative Agent (which shall not be unreasonably withheld or delayed). The FNIS Merger shall have been consummated, or substantially concurrently consummated, in accordance in all material respects with the terms of the FNIS Merger Agreement. (d) There shall not have occurred between December 31, 2008 and the Amendment No. 1 Effective Date any event, occurrence, change, state of circumstances or condition which, individually or in the aggregate has had or is reasonably likely to have a “Material Adverse Effect” (as defined in the FNIS Merger Agreement and set forth for ease of reference in the annex attached hereto as Annex D) with respect to FNIS, Holdings or FNIS Merger Sub (in its capacity as the surviving entity of its merger with Holdings). (e) The Lenders shall have received (i) (I) from each Cashless Option Tranche B-2 Lender audited consolidated financial statements of FNIS for the fiscal year ended December 31, 2008 and (II) from Additional Tranche B-3 Term Loan Lenders having Additional Tranche B-3 Term Loan Commitments equal in principal amount to the principal amount of Existing Term Loans held by Non-Consenting Existing Tranche B-2 Term Loan Lenders and Post-Closing Option Lenders, (ii) from the Administrative Agentsuch financial information for periods ending after December 31, and (iii) from the Borrower and Holdings, either (x) a counterpart of this Amendment (or, in the case of such Cashless Option Tranche B-2 Lenders, a Consent 2008 as shall be publicly available prior to Amendment No. 4) signed on behalf of such party or (y) written evidence satisfactory to the Administrative Agent (which may include telecopy or other electronic transmission of a signed signature page of this Amendment) that such party has signed a counterpart of this Amendment; (b) The Borrower shall have paid to all Existing Term Loan Lenders on the Amendment No. 4 1 Effective Date, simultaneously with the making Date (or deemed makingas may be otherwise delivered to the Borrower pursuant to the FNIS Merger Agreement). The Lenders shall have received pro forma consolidated financial statements as to FNIS and its Subsidiaries (after giving effect to the FNIS Merger) of Tranche B-3 Term Loans under for (x) the Credit Agreement, all accrued and unpaid interest 12-month period ending on the Existing Term Loans to, but not including, last day of the fiscal quarter most recently ended at least forty-five days prior to the Amendment No. 4 1 Effective Date and (y) the fiscal year ended December 31, 2008 and any subsequent interim period, and forecasts of balance sheets, income statements and cash flow statements for (A) each fiscal quarter of 2009 and 2010 ended after the Amendment No. 1 Effective Date and (B) each fiscal year ending on December 31, 2009 through the fiscal year ending on December 31, 2013. (f) The representations and warranties of the Borrower and Holdings contained in Section 13 of this Amendment shall be true and correct in all material 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 as of such earlier date. (cg) No Default shall exist with respect to FNIS, FNIS Merger Sub, Holdings and their respective Subsidiaries (including the Borrower) at the time of, or after giving effect to, the Restructuring Transactions and this Amendment. (h) The representations and warranties of FNIS contained in Annex E attached hereto (and made by FNIS pursuant to the Borrower Supplemental Agreement) shall be true and correct in all material respects on and as of the Amendment No. 1 Effective Date, except to the extent such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date. (i) The Debt Exchange Agreement shall have been duly executed by all the parties thereto and the Debt Exchange shall have been consummated, or substantially concurrently consummated, in accordance with the terms of the Debt Exchange Agreement. (j) The FNIS Revolving Loan Purchases and the FNIS Term Loan Purchases (other than in respect of the Debt Exchange) described in Section 2 and Section 3 of this Amendment shall have been consummated, or substantially concurrently consummated, in accordance with such sections. (k) The Administrative Agent shall have received the executed legal opinion results of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, special counsel a recent lien search with respect to FNIS Merger Sub in jurisdictions in which filings are to be made pursuant to the Credit Parties. The BorrowerLoan Documents, Holdings and the Administrative Agent hereby instruct such counsel to deliver such legal opinion; (d) The Borrower search shall have paid (i) the Amendment No. 4 Arrangers the fees in the amounts previously agreed in writing to be received reveal no Liens on the Amendment No. 4 Effective Date and (ii) the Administrative Agent all reasonable costs and expenses (including, without limitation the reasonable fees, charges and disbursements of ▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, counsel for the Administrative Agent and the Amendment No. 4 Arrangers) any of the Administrative Agent assets of FNIS Merger Sub except for which invoices have been presented Liens permitted by Section 7.1 of the Credit Agreement or discharged on or prior to the Amendment No. 4 1 Effective Date;Date pursuant to documentation satisfactory to the Administrative Agent. (el) The representations and warranties set forth in Section 2 above shall be true and correct; Each document (fincluding any Uniform Commercial Code financing statement) The required by the Security Documents or under law or reasonably requested by the Administrative Agent (to be filed, registered or its counsel) shall have received (A) a certificate of each of (x) Holdings and the Borrower, dated as recorded in order to create in favor of the Closing DateAdministrative Agent, substantially for the benefit of the Lenders, a perfected Lien on the assets of FNIS Merger Sub which constitute Collateral, prior and superior in the form right to any other Person (other than with respect to Liens expressly permitted by Section 7.1 of Exhibit E to the Credit Agreement), with appropriate insertionsshall be in proper form for filing, executed by any Authorized Officer and the Secretary registration or any Assistant Secretary of Holdings and the Borrower, as applicable, and attaching the documents referred to in the following clause (B) and (B) (w) a copy of the resolutions of the board of directors or other managers of Holdings and the Borrower authorizing (I) the execution, delivery, and performance of this Amendment (and any agreements relating thereto) to which it is a party and the performance of the obligations under the Amended Credit Agreement and (II) in the case of the Borrower, the extensions of credit contemplated hereunder, (x) the Certificate of Incorporation and By-Laws or other comparable organizational documents, as applicable, of Holdings and the Borrower, (y) signature and incumbency certificates of the Authorized Officers of Holdings and the Borrower executing the Credit Documents to which it is a party, and (z) a good standing certificate from the relevant Governmental Authority of the jurisdiction of organization of the Borrower and Holdings, dated the Amendment No. 4 Effective Date or a recent date prior thereto; and (g) The Administrative Agent shall have received a Notice of Borrowing in respect of the Tranche B-3 Term Loans in accordance with Section 2.3 of the Amended Credit Agreementrecordation.

Conditions to Effectiveness of Amendment. This Amendment shall become effective on the first Business Day on which each of the following conditions is satisfied: (a) The Administrative Agent shall have received (i) (I) from each Cashless Option Existing Term Loan Lender with a Tranche B-2 Lender B-1 Term Loan Commitment and (II) from Additional Tranche B-3 B-1 Term Loan Lenders having Additional Tranche B-3 B-1 Term Loan Commitments equal in principal amount to the principal amount of Existing Term Loans held by Non-Consenting Existing Tranche B-2 Term Loan Lenders and Post-Closing Option Lenders, (ii) from the Administrative Agent, and (iii) from the Required Lenders and (iv) from the Borrower and Holdingseach Guarantor, either (x) a counterpart of this Amendment (or, in the case of such Cashless Option Tranche B-2 Lenders, a Consent to Amendment No. 4) signed on behalf of such party or (y) written evidence satisfactory to the Administrative Agent (which may include telecopy or other electronic transmission of a signed signature page of this Amendment) that such party has signed a counterpart of this Amendment; (b) The Borrower shall have paid to all Existing Term Loan Lenders on the Amendment No. 4 1 Effective Date, simultaneously with the making (or deemed making) of Tranche B-3 B-1 Term Loans under the Credit Agreement, all accrued and unpaid interest on the Existing Term Loans to, but not including, the Amendment No. 4 1 Effective Date; (c) The Administrative Agent shall have received the executed legal opinion of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, special counsel to the Credit Parties. The Borrower, Holdings the other Credit Parties and the Administrative Agent hereby instruct such counsel to deliver such legal opinion; (d) The Borrower shall have paid (i) the Amendment No. 4 1 Arrangers the fees in the amounts previously agreed in writing to be received on the Amendment No. 4 1 Effective Date and (ii) the Administrative Agent all reasonable costs and expenses (including, without limitation the reasonable fees, charges and disbursements of ▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, counsel for the Administrative Agent and the Amendment No. 4 1 Arrangers) of the Administrative Agent for which invoices have been presented prior to the Amendment No. 4 1 Effective Date; (e) The representations At the time of and warranties set forth in Section 2 above immediately after giving effect to the Amendment no Default or Event of Default shall have occurred and be true and correct;continuing; and (f) The Administrative Agent (or its counsel) shall have received (A) a certificate of each of (x) Holdings and the Borrower, dated as of the Closing Date, substantially in the form of Exhibit E to the Credit Agreement, with appropriate insertions, executed by any Authorized Officer and the Secretary or any Assistant Secretary of Holdings and the Borrower, as applicable, and attaching the documents referred to in the following clause (B) and (B) (wx) a copy of the resolutions of the board of directors or other managers of Holdings and the Borrower authorizing (I) the execution, delivery, and performance of this Amendment (and any agreements relating thereto) to which it is a party and the performance of the obligations under the Amended Credit Agreement and (II) in the case of the Borrower, the extensions of credit contemplated hereunder, (xy) the Certificate of Incorporation and By-Laws Laws, Certificate of Formation and Operating Agreement or other comparable organizational documents, as applicable, of Holdings and the Borrower, Borrower and (yz) signature and incumbency certificates (or other comparable documents evidencing the same) of the Authorized Officers of Holdings and the Borrower executing the Credit Documents to which it is a party, and (z) a good standing certificate from the relevant Governmental Authority of the jurisdiction of organization of the Borrower and Holdings, dated the Amendment No. 4 Effective Date or a recent date prior thereto; and (g) The Administrative Agent shall have received a Notice of Borrowing in respect of the Tranche B-3 Term Loans in accordance with Section 2.3 of the Amended Credit Agreement.

Conditions to Effectiveness of Amendment. This Amendment shall become effective on as of the date first Business Day on which each written above (the “First Amendment Effective Date”) upon the satisfaction (or written waiver by Required Lenders) of the following conditions is satisfied:precedent (in each case, subject to Section 15 of this Amendment): (a) The Administrative Agent shall have received this Amendment duly executed and delivered by the Lenders constituting the Required Lenders and the Loan Parties; (b) The Administrative Agent’s and the 2025 Term Loan Lenders’ receipt of items (iii), (v) through (x) and (xii), below and the Lenders’ receipt of items (i) (I) from each Cashless Option Tranche B-2 Lender and (II) from Additional Tranche B-3 Term Loan Lenders having Additional Tranche B-3 Term Loan Commitments equal in principal amount to the principal amount of Existing Term Loans held by Non-Consenting Existing Tranche B-2 Term Loan Lenders and Post-Closing Option Lenders), (ii), (iii), (iv) from the Administrative Agent, and (iiixii) from below, each properly executed by a Responsible Officer of the Borrower and Holdingsapplicable Loan Party, either (x) a counterpart each dated as of this the First Amendment Effective Date (or, in the case of such Cashless Option Tranche B-2 Lenderscertificates of governmental officials, a Consent to recent date before the First Amendment No. 4Effective Date) signed on behalf of such party or (y) written evidence and each in form and substance reasonably satisfactory to the Administrative Agent Required Lenders and their respective legal counsel: (which may include telecopy or other electronic transmission i) a Warrant (substantially in the form of a signed signature page Exhibit B attached hereto) (each an “Incremental Warrant”) issued to each 2025 Term Loan Lender, duly executed and delivered by an Authorized Officer of this Amendment) that such party has signed a counterpart of this AmendmentHoldings; (bii) The a Note executed by the Borrower shall have paid to all Existing in favor of each 2025 Term Loan Lenders on Lender requesting a Note in the Amendment No. 4 Effective Date, simultaneously amount of such 2025 Term Loan Lender’s Commitment with respect to the making (or deemed making) of Tranche B-3 2025 Term Loans under the Credit Agreement, all accrued and unpaid interest on the Existing being made by such 2025 Term Loans to, but not including, the Amendment No. 4 Effective DateLoan Lender; (ciii) The Administrative Agent shall have received a Secretary’s certificate for each Loan Party certifying as to (A) true and complete copies of all Organization Documents of such Loan Party attached thereto, (B) resolutions of the Board of Directors or other organizational action authorizing execution, delivery and performance of this Amendment and all Loan Documents to which such Loan Party is a party executed legal opinion in connection herewith, and (C) incumbency of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLPofficers (including specimen signatures) evidencing the identity, special counsel authority and capacity of each Responsible Officer thereof authorized to the Credit Parties. The Borrower, Holdings act as a Responsible Officer in connection with this Amendment and the Administrative Agent hereby instruct other Loan Documents to which such counsel to deliver such legal opinionLoan Party is a party executed in connection herewith; (div) The Borrower shall have paid (i) certification from any applicable Governmental Authority as the Amendment No. 4 Arrangers Required Lenders may reasonably require to evidence that each Loan Party is duly organized or formed, and that each Loan Party is validly existing, in good standing and qualified to engage in business in its jurisdiction of organization and in any other jurisdiction in which the fees in the amounts previously agreed in writing failure to be received on the Amendment No. 4 Effective Date so qualified could reasonably be expected to have a Material Adverse Effect, including certificates of good standing and qualification to engage in business in each applicable jurisdiction; (iiv) the Administrative Agent all reasonable costs and expenses (including, without limitation the reasonable fees, charges and disbursements a favorable opinion of ▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, counsel for to the Loan Parties, each addressed to the Administrative Agent and the Amendment No. 4 Arrangers) of the Administrative Agent for which invoices have been presented prior each 2025 Term Loan Lender and their successors and assigns, as to the Amendment No. 4 Effective Datematters concerning the Loan Parties and the Loan Documents as the Required Lenders may reasonably request; (evi) The representations and warranties set forth in Section 2 above shall be true and correct; (f) The Administrative certificates of Responsible Officers of the Borrower Agent (or its counsel) shall have received the applicable Loan Parties either (A) a certificate of each of (x) Holdings identifying all consents, licenses and the Borrower, dated as of the Closing Date, substantially approvals required in the form of Exhibit E to the Credit Agreement, connection with appropriate insertions, executed by any Authorized Officer and the Secretary or any Assistant Secretary of Holdings and the Borrower, as applicable, and attaching the documents referred to in the following clause (B) and (B) (w) a copy of the resolutions of the board of directors or other managers of Holdings and the Borrower authorizing (I) the execution, delivery, delivery and performance by the Borrower and the validity against each such Loan Party of this Amendment (and any agreements relating thereto) Loan Documents to which it is a party executed in connection herewith, and stating that such consents, licenses and approvals shall be in full force and effect, and attaching true and correct copies thereof or (B) stating that no such consents, licenses or approvals are so required; (vii) certificates of Responsible Officers of Holdings certifying that Holdings has reserved sufficient shares of Common Stock for issuance upon exercise of the Incremental Warrants; (viii) a certificate signed by a Responsible Officer of the Borrower Agent certifying (A) that the conditions specified in Section 3(b) have been satisfied and (B) as to the matters described in Section 3(f); (ix) a certificate signed by the Chief Financial Officer or the Chief Accounting Officer of the Borrower Agent certifying that, after giving effect to the entering into the Loan Documents executed in connection with this Amendment and the performance consummation of all of the obligations under transactions set forth in this Amendment, (A) the Amended Credit Agreement Borrower is Solvent and (IIB) in the case of the BorrowerLoan Parties, the extensions of credit contemplated hereundertaken as a whole, are Solvent; (x) a Borrowing Request with respect to the Certificate 2025 Term Loans; (xi) evidence satisfactory to the Required Lenders of Incorporation the consummation (in compliance with all applicable laws and Byregulations, with the receipt of all material governmental, shareholder and third party consents and approvals relating thereto) of the transactions set forth in this Amendment; and (xii) such other assurances, certificates, documents, consents or opinions as the Administrative Agent or the Required Lenders may reasonably require. (i) So long as requested by any 2025 Term Loan Lender at least five days prior to the First Amendment Effective Date, the Borrower that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation shall deliver a Beneficial Ownership Certification in relation to such Borrower and (ii) so long as requested by the Administrative Agent or any 2025 Term Loan Lender at least ten days prior to the First Amendment Effective Date, the Borrower shall have provided to the Administrative Agent and each requesting 2025 Term Loan Lender the documentation and other information so requested in connection with applicable “know your customer” and Anti-Money Laundering Laws or other comparable organizational documentsAnti-Corruption Laws, as applicableincluding the PATRIOT Act. (d) [Reserved]. (e) The Borrower shall have paid the Amendment Fee in-kind to each Lender party hereto in accordance with Section 2(b) of this Amendment. (f) Any fees required to be paid on or before the First Amendment Effective Date (including, for the avoidance of Holdings and doubt, the BorrowerAmendment Fee) shall have been, (y) signature and incumbency certificates or concurrently with the satisfaction of the Authorized Officers of Holdings and the Borrower executing the Credit Documents to which it is a partyrequirements in this Section 3, and (z) a good standing certificate from the relevant Governmental Authority of the jurisdiction of organization of the Borrower and Holdingswill be, dated the Amendment No. 4 Effective Date or a recent date prior thereto; andpaid. (g) The Borrower shall have paid all reasonable fees, charges and disbursements of counsel to the Administrative Agent and the 2025 Term Loan Lenders to the extent invoiced prior to or on the First Amendment Effective Date, plus such additional amounts of such reasonable fees, charges and disbursements as shall constitute its reasonable estimate of such reasonable fees, charges and disbursements incurred or to be incurred by it through such date (provided that such estimate shall not thereafter preclude a final settling of accounts between the Borrower and the Administrative Agent and the 2025 Term Loan Lenders, respectively). (h) [Subject to Section 15 of this Amendment, the] representations and warranties of the Loan Parties contained in Article VI of the Amended Credit Agreement or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, shall be true and correct in all material respects (or in the case of any representation or warranty subject to a materiality qualifier, true and correct in all respects) on and as of the First Amendment 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 (or in the case of any representation or warranty subject to a materiality qualifier, true and correct in all respects) as of such earlier date. (i) No Default or Event of Default shall have received a Notice of Borrowing in respect occurred and be continuing, or would result from the extension of the Tranche B-3 2025 Term Loans in accordance with Section 2.3 or from the application of the proceeds thereof. (j) The Borrower shall have paid all fees, charges and disbursements of the Administrative Agent (including fees, charges and disbursements of counsel) required to be reimbursed or paid by the Borrower pursuant to the terms of the Amended Credit Agreement; (k) The Borrower shall have paid all fees, charges and disbursements of Coliseum (including fees, charges and disbursements of Debevoise & ▇▇▇▇▇▇▇▇ LLP, as advisors to Coliseum) required to be reimbursed or paid by the Borrower pursuant to that certain Structuring Work Fee Letter, dated as of the date hereof, by and between the Borrower and Coliseum.

Conditions to Effectiveness of Amendment. This The amendments to the Existing Purchase Agreement in this Amendment shall become be effective on as of the first Business Day on which First Amendment Effective Date subject to the satisfaction of each of the following conditions is satisfiedconditions: (a) The Administrative Agent Purchasers shall have received (i) (I) from each Cashless Option Tranche B-2 Lender and (II) from Additional Tranche B-3 Term Loan Lenders having Additional Tranche B-3 Term Loan Commitments equal in principal amount to the principal amount of Existing Term Loans held by Non-Consenting Existing Tranche B-2 Term Loan Lenders and Post-Closing Option Lenders, (ii) from the Administrative Agent, and (iii) from the Borrower and Holdings, either (x) a counterpart of this Amendment (or, in the case of such Cashless Option Tranche B-2 Lenders, a Consent to Amendment No. 4) signed on behalf of such party or (y) written evidence satisfactory to the Administrative Agent (which may include telecopy or other electronic transmission of a signed signature page of this Amendment) that such party has signed a counterpart of this Amendment;, duly executed by the Credit Parties, the Purchasers and the Collateral Agent duly executed by the Borrowers, the Purchasers and the Collateral Agent. (b) The Borrower All conditions set forth in Section 4.5 shall have paid been satisfied or waived, and any updates to all Existing Term Loan Lenders on schedules required under Section 4.5(e) are attached as Exhibit B to this First Amendment to Second Amended and Restated SPA (which attachment includes the Amendment No. 4 Effective Date, simultaneously with the making (or deemed making) of Tranche B-3 Term Loans under the Credit Agreement, all accrued and unpaid interest on the Existing Term Loans to, but not including, the Amendment No. 4 Effective Date;updated Schedule 1.1(d)). (c) The Administrative Agent shall have received As of the executed legal opinion of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, special counsel to the Credit Parties. The Borrower, Holdings and the Administrative Agent hereby instruct such counsel to deliver such legal opinion;First Amendment Effective Date, (d) The Borrower shall have paid (i) the Amendment No. 4 Arrangers the fees in the amounts previously agreed in writing to no Default or Event of Default shall have occurred and be received on the Amendment No. 4 Effective Date and continuing; (ii) the Administrative Agent all reasonable costs and expenses (including, without limitation the reasonable fees, charges and disbursements of ▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, counsel for the Administrative Agent and the Amendment No. 4 Arrangers) of the Administrative Agent for which invoices have been presented prior to the Amendment No. 4 Effective Date; (e) The representations and warranties set forth of the Credit Parties contained in Section 2 above ARTICLE V of the Purchase Agreement and in the other Operative Documents shall be true and correct; (f) The Administrative Agent (or its counsel) shall have received (A) a certificate of each of (x) Holdings and the Borrower, dated correct as of the First Amendment Effective Date as if made on the First Amendment Effective Date (except to the extent expressly made as of a prior date (other than the Closing Date, substantially which shall be read to be the First Amendment Effective Date), in which case such representations and warranties shall be true and correct as of such earlier date), with updated qualifications and exceptions to such representations and warranties as of the First Amendment Effective Date being disclosed to the Purchasers in the form of Exhibit E updated Schedules to the Credit Agreement, with appropriate insertions, executed by any Authorized Officer and the Secretary or any Assistant Secretary of Holdings and the Borrower, Purchase Agreement attached hereto as applicable, and attaching the documents referred to in the following clause (Exhibit B) and (B) (w) a copy of the resolutions of the board of directors or other managers of Holdings and the Borrower authorizing (I) the execution, delivery, and performance of this Amendment (and any agreements relating thereto) to which it is a party and the performance of the obligations under the Amended Credit Agreement and (II) in the case of the Borrower, the extensions of credit contemplated hereunder, (x) the Certificate of Incorporation and By-Laws or other comparable organizational documents, as applicable, of Holdings and the Borrower, (y) signature and incumbency certificates of the Authorized Officers of Holdings and the Borrower executing the Credit Documents to which it is a party, and (z) a good standing certificate from the relevant Governmental Authority of the jurisdiction of organization of the Borrower and Holdings, dated the Amendment No. 4 Effective Date or a recent date prior thereto; and (giii) The Administrative Agent each Credit Party shall have received a Notice of Borrowing in respect performed and complied with all of the Tranche B-3 Term Loans terms, covenants, agreements and conditions to be performed or complied with by it on or prior to the First Amendment Effective Date (other than any failure to perform or comply with such terms, covenants, agreements and conditions which the Purchasers have waived in accordance with Section 2.3 of the Amended Credit Agreementwriting).

Conditions to Effectiveness of Amendment. This Amendment shall become effective on as of December 29, 2018 upon the first Business Day on which satisfaction of each of the following conditions is satisfied:precedent (the “Sixth Amendment Effective Date”): (a) The Administrative Agent Each party hereto shall have received (i) (I) from each Cashless Option Tranche B-2 Lender executed and (II) from Additional Tranche B-3 Term Loan Lenders having Additional Tranche B-3 Term Loan Commitments equal in principal amount to the principal amount of Existing Term Loans held by Non-Consenting Existing Tranche B-2 Term Loan Lenders and Post-Closing Option Lenders, (ii) from the Administrative Agent, and (iii) from the Borrower and Holdings, either (x) a counterpart of delivered this Amendment (or, in the case of such Cashless Option Tranche B-2 Lenders, a Consent to Amendment No. 4) signed on behalf of such party or (y) written evidence satisfactory to the Administrative Agent (which may include telecopy or other electronic transmission of a signed signature page of this Amendment) that such party has signed a counterpart of this AmendmentAgent; (b) The Borrower Agent shall have paid received fully executed copies, in form and substance reasonably satisfactory to all Existing Agent, of an amendment to the Term Loan Lenders on Agreement and an amendment to the Amendment No. 4 Effective Datefee letter delivered in connection therewith, simultaneously with each dated as of the making (or deemed making) of Tranche B-3 Term Loans under the Credit Agreement, all accrued and unpaid interest on the Existing Term Loans to, but not including, the Amendment No. 4 Effective Datedate hereof; (c) The Administrative Agent shall have received a fully executed copy, in form and substance reasonably satisfactory to Agent, of the Consent and Amendment No. 1 to Intercreditor Agreement, dated as of the date hereof, between Agent and Term Loan Agent, together with a fully executed legal opinion copy of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, special counsel to the Credit Parties. The Borrower, Holdings an acknowledgement and the Administrative Agent hereby instruct such counsel to deliver such legal opinionconsent thereto executed by each Borrower and each Guarantor; (d) The Borrower Agent shall have paid received, in form and substance reasonably satisfactory to Agent, copies of resolutions of the board of directors (ior other equivalent governing body or member) of Company authorizing the execution, delivery and performance of this Amendment No. 4 Arrangers and amendment described in clause (b) above; (e) All proceedings taken in connection with the transactions contemplated by this Amendment and all documents, instruments and other legal matters incident thereto shall be reasonably satisfactory to Agent and its legal counsel; (f) Agent shall have received payment of all fees in payable to Agent and Lenders as of the amounts previously agreed in writing Sixth Amendment Effective Date, including pursuant to be received on the Amendment No. 4 Effective Date Fee Letter, dated as of the date hereof, between Company and (ii) the Administrative Agent Agent, and all reasonable costs and expenses (including, without limitation the reasonable other fees, charges and disbursements of ▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, counsel for the Administrative Agent and its counsel required to be paid pursuant to the Loan Agreement in connection with the preparation, execution and delivery of the Amendment No. 4 Arrangers) of the Administrative Agent and all other instruments or documents provided for which invoices herein or delivered or to be delivered hereunder or in connection herewith that have been presented prior to invoiced on or before the Amendment No. 4 Effective Date; (e) The representations and warranties set forth in Section 2 above shall be true and correct; (f) The Administrative Agent (or its counsel) shall have received (A) a certificate of each of (x) Holdings and the Borrower, dated as of the Closing Date, substantially in the form of Exhibit E to the Credit Agreement, with appropriate insertions, executed by any Authorized Officer and the Secretary or any Assistant Secretary of Holdings and the Borrower, as applicable, and attaching the documents referred to in the following clause (B) and (B) (w) a copy of the resolutions of the board of directors or other managers of Holdings and the Borrower authorizing (I) the execution, delivery, and performance of this Amendment (and any agreements relating thereto) to which it is a party and the performance of the obligations under the Amended Credit Agreement and (II) in the case of the Borrower, the extensions of credit contemplated hereunder, (x) the Certificate of Incorporation and By-Laws or other comparable organizational documents, as applicable, of Holdings and the Borrower, (y) signature and incumbency certificates of the Authorized Officers of Holdings and the Borrower executing the Credit Documents to which it is a party, and (z) a good standing certificate from the relevant Governmental Authority of the jurisdiction of organization of the Borrower and Holdings, dated the Amendment No. 4 Effective Date or a recent date prior theretohereof; and (g) The Administrative Agent No Default or Event of Default shall have received a Notice of Borrowing in respect of the Tranche B-3 Term Loans in accordance with Section 2.3 of the Amended Credit Agreementoccurred and be continuing.

Conditions to Effectiveness of Amendment. This Amendment shall become effective on the first Business Day date (the “First Amendment Effective Date”) on which each all of the following conditions is satisfiedprecedent have been satisfied or waived: (ai) The the General Administrative Agent shall have received a counterpart of this Amendment, executed and delivered by a duly authorized officer of the U.S. Borrower, the other Borrowers, the Majority Lenders and Extending Lenders to the extent required by clause (vi) below; provided that any Lender may signify its consent to this Amendment by instead executing a “lender addendum” in a form as provided by the Administrative Agent; (ii) the General Administrative Agent shall have received an executed Acknowledgment and Consent, in the form set forth at the end of this Amendment, from each Loan Party signatory thereto; (iii) the General Administrative Agent shall have received (ia) (I) from for distribution to each Cashless Option Tranche B-2 Term Lender and (II) from Additional Tranche B-3 Term Loan Lenders having Additional Tranche B-3 Term Loan Commitments equal in principal amount to the principal amount of Existing Term Loans held by Non-Consenting Existing Tranche B-2 Term Loan Lenders and Post-Closing Option Lenders, (ii) from the Administrative Agent, and (iii) from the Borrower and Holdings, either (x) a which has delivered an executed counterpart of this Amendment (orto the General Administrative Agent on or prior to the First Amendment Effective Date, in the case an amendment fee equal to 1.00% of such Cashless Option Tranche B-2 Lenders, Term Lender’s outstanding Term Loans on the First Amendment Effective Date (it being agreed that the amendment fee is payable to a Consent to Amendment No. 4) signed on behalf of Term Lender only if such party or (y) written evidence satisfactory to the Administrative Agent (which may include telecopy or other electronic transmission of a signed signature page of this Amendment) that such party Term Lender has signed a delivered an executed counterpart of this Amendment; Amendment to the General Administrative Agent on or prior to the time that the General Administrative Agent has received executed counterparts of this Amendment from the Majority Lenders, as determined by the General Administrative Agent in its sole discretion) and (b) The Borrower shall have paid to all Existing Term Loan Lenders other fees and amounts due and payable on the Amendment No. 4 Effective Date, simultaneously with the making (or deemed making) of Tranche B-3 Term Loans under the Credit Agreement, all accrued and unpaid interest on the Existing Term Loans to, but not including, the Amendment No. 4 Effective Date; (c) The Administrative Agent shall have received the executed legal opinion of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, special counsel prior to the Credit Parties. The Borrower, Holdings and the Administrative Agent hereby instruct such counsel to deliver such legal opinion; (d) The Borrower shall have paid (i) the First Amendment No. 4 Arrangers the fees in the amounts previously agreed in writing to be received on the Amendment No. 4 Effective Date and (ii) the Administrative Agent for which invoices have been presented, including all reasonable costs and out-of-pocket expenses (including, without limitation the including reasonable fees, charges and disbursements of ▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, counsel for the Administrative Agent and the Amendment No. 4 Arrangerscounsel) of the Administrative Agent for which invoices have been presented prior required to the Amendment No. 4 Effective Datebe reimbursed or paid by any Loan Party hereunder or under any other Loan Document; (e) The representations and warranties set forth in Section 2 above shall be true and correct; (f) The Administrative Agent (or its counsel) shall have received (A) a certificate of each of (x) Holdings and the Borrower, dated as of the Closing Date, substantially in the form of Exhibit E to the Credit Agreement, with appropriate insertions, executed by any Authorized Officer and the Secretary or any Assistant Secretary of Holdings and the Borrower, as applicable, and attaching the documents referred to in the following clause (B) and (B) (w) a copy of the resolutions of the board of directors or other managers of Holdings and the Borrower authorizing (Iiv) the execution, delivery, and performance of this Amendment (and any agreements relating thereto) to which it is a party and the performance of the obligations under the Amended Credit Agreement and (II) in the case of the Borrower, the extensions of credit contemplated hereunder, (x) the Certificate of Incorporation and By-Laws or other comparable organizational documents, as applicable, of Holdings and the Borrower, (y) signature and incumbency certificates of the Authorized Officers of Holdings and the Borrower executing the Credit Documents to which it is a party, and (z) a good standing certificate from the relevant Governmental Authority of the jurisdiction of organization of the Borrower and Holdings, dated the Amendment No. 4 Effective Date or a recent date prior thereto; and (g) The General Administrative Agent shall have received such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the General Administrative Agent may reasonably require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Notice Responsible Officer in connection with this Amendment and the other Loan Documents to which such Loan Party is a party or is to be a party; (v) the General Administrative Agent shall have received evidence reasonably satisfactory to it that the U.S. Borrower has given an irrevocable call notice to redeem all 2009 Notes outstanding on the First Amendment Effective Date and has taken such other steps in connection with the redemption of Borrowing in respect the 2009 Notes as the General Administrative Agent may reasonably require; and (vi) the General Administrative Agent shall have received evidence reasonably satisfactory to it that the aggregate principal amount of the Tranche B-3 Term Loans in accordance with A U.S. Revolving Credit Commitments on the First Amendment Effective Date (after giving effect to the minimum Revolving Credit Commitment Reduction of 33.33% and any simultaneous addition of any new U.S. Revolving Lenders pursuant to Section 2.3 2.6 of the Amended Existing Credit Agreement) will be not less than $700,000,000.

Conditions to Effectiveness of Amendment. This Amendment shall become effective on upon the first Business Day on which each satisfaction of the following conditions is satisfied:(the “Amendment No. 1 Effective Date”): (a) The Administrative Agent’s receipt of the following, each of which shall be originals, or electronic copies or facsimiles followed promptly by originals (unless otherwise specified), each properly executed by a Responsible Officer of the applicable Loan Party, each in form and substance reasonably satisfactory to the Administrative Agent: (i) executed counterparts of this Amendment from the Company and the Required Lenders; (ii) a guaranty substantially in the form of Exhibit G (either directly or via a guaranty supplement) or such other form of guaranty or guaranty supplement to guarantee the Guaranteed Obligations in form and substance reasonably satisfactory to the Administrative Agent and the Company, duly executed by eFunds, it being agreed that for so long as the eFunds Bonds are outstanding, eFunds shall guarantee such obligations only up to an amount that is permitted by the indenture governing the eFunds Bonds; (iii) executed counterparts of the Subsidiary Guaranty Amendment and the Company Supplemental Agreement (together with all schedules contemplated thereby, which schedules shall be reasonably satisfactory to the Administrative Agent); (iv) the Pledge Agreement, duly executed by each Loan Party together with: (A) certificates representing any certificated Pledged Equity referred to therein accompanied by undated stock powers executed in blank, (B) a completed Perfection Certificate in the form attached hereto as Annex B dated the Amendment No. 1 Effective Date and executed by a Responsible Officer of each Loan Party (or such other form as may be reasonably acceptable to the Administrative Agent); and (C) evidence reasonably satisfactory to the Administrative Agent that the Liens (if any) indicated on a lien search with respect to each Loan Party in the jurisdiction where such Loan Party is located (within the meaning of Section 9-307 of the Uniform Commercial Code as in effect in the State of New York) either (1) with respect to the Company and its subsidiaries existing prior to the time of the eFunds Merger, are permitted by Section 7.01 or (2) with respect to eFunds and its subsidiaries existing at the time of the eFunds Merger, are disclosed on the schedules to the eFunds Merger Agreement or are otherwise permitted to exist by the eFunds Merger Agreement without giving the Company the right to refuse to close on the eFunds Merger as a result of the existence of such Liens; (v) evidence (in form reasonably satisfactory to the Administrative Agent) of the identity, authority and capacity of each Responsible Officer of each Loan Party executing this Amendment, the Subsidiary Guaranty Amendment or Subsidiary Guaranty, the Company Supplemental Agreement or any Collateral Document on the Amendment No. 1 Effective Date; (vi) such documents and certifications as the Administrative Agent may reasonably require to evidence that each Loan Party is duly organized or formed, validly existing, in good standing and qualified to engage in business in its jurisdiction of organization; (vii) opinions of counsel to the Company addressed to each Agent and each Lender providing legal opinions substantially similar to those set forth on Annex C hereto (with standard exceptions and qualifications reasonably acceptable to the Administrative Agent); (viii) a certificate signed by a Responsible Officer of the Company certifying as to the satisfaction of the conditions set forth in Section 15(f) and (g) of this Amendment; (ix) a certificate attesting to the Solvency of the Company and the Restricted Subsidiaries (taken as a whole) after giving effect to the eFunds Transactions, this Amendment and each of the other transactions contemplated to occur on the Amendment No. 1 Effective Date from the chief financial officer, treasurer or assistant treasurer of the Company; and (x) copies (certified to be true and complete by the Company) of any amendments to the eFunds Merger Agreement and the disclosure schedules thereto. (b) All fees and expenses required to be paid on or before the Amendment No. 1 Effective Date shall have been paid in full in cash. (c) The eFunds Merger Agreement and any material agreement relating thereto shall not have been altered, amended or otherwise changed or supplemented in a manner material and adverse to the Lenders or any condition therein waived in a manner material and adverse to the Lenders, in each case without the consent of the Arrangers (which shall not be unreasonably withheld or delayed). The eFunds Merger shall have been consummated, or substantially concurrently consummated, in accordance with the terms of the eFunds Merger Agreement. (d) There shall not have occurred between December 31, 2006 and the Amendment No. 1 Effective Date any event, occurrence, change, state of circumstances or condition which, individually or in the aggregate has had or is reasonably likely to have a “Material Adverse Effect” (as defined in the eFunds Merger Agreement and set forth for ease of reference in the annex attached hereto as Annex A). (e) The Lenders shall have received (i) (I) from each Cashless Option Tranche B-2 Lender and (II) from Additional Tranche B-3 Term Loan Lenders having Additional Tranche B-3 Term Loan Commitments equal in principal amount to audited consolidated financial statements of eFunds for the principal amount of Existing Term Loans held by Non-Consenting Existing Tranche B-2 Term Loan Lenders and Post-Closing Option Lendersfiscal year ended December 31, (ii) from the Administrative Agent, and (iii) from the Borrower and Holdings, either (x) a counterpart of this Amendment (or, in the case of such Cashless Option Tranche B-2 Lenders, a Consent to Amendment No. 4) signed on behalf of such party or (y) written evidence satisfactory to the Administrative Agent (which may include telecopy or other electronic transmission of a signed signature page of this Amendment) that such party has signed a counterpart of this Amendment; (b) The Borrower shall have paid to all Existing Term Loan Lenders on the Amendment No. 4 Effective Date, simultaneously with the making (or deemed making) of Tranche B-3 Term Loans under the Credit Agreement, all accrued and unpaid interest on the Existing Term Loans to, but not including, the Amendment No. 4 Effective Date; (c) The Administrative Agent shall have received the executed legal opinion of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, special counsel to the Credit Parties. The Borrower, Holdings and the Administrative Agent hereby instruct such counsel to deliver such legal opinion; (d) The Borrower shall have paid (i) the Amendment No. 4 Arrangers the fees in the amounts previously agreed in writing to be received on the Amendment No. 4 Effective Date 2006 and (ii) the Administrative Agent all reasonable costs and expenses (includingsuch financial information for periods ending after December 31, without limitation the reasonable fees, charges and disbursements of ▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, counsel for the Administrative Agent and the Amendment No. 4 Arrangers) of the Administrative Agent for which invoices have been presented 2006 as shall be publicly available prior to the Amendment No. 4 1 Effective Date (or as may be otherwise delivered to the Company pursuant to the eFunds Merger Agreement). The Lenders shall have received pro forma consolidated financial statements as to the Company and its Subsidiaries, and forecasts of balance sheets, income statements and cash flow statements on a quarterly basis for the first year following the Amendment No. 1 Effective Date and on an annual basis for each year thereafter until the Maturity Date. (f) The representations and warranties of the Company contained in Section 14 of this Amendment and the representations and warranties of the Company and each other Borrower contained in Article 5 of the Credit Agreement and in the other Loan Documents shall be true and correct in all material 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 as of such earlier date; provided that the only representations involving eFunds and its Subsidiaries, the making of which shall be a condition to the effectiveness of this Amendment, shall be (eA) The the representations and warranties made by or with respect to eFunds or its Subsidiaries in the eFunds Merger Agreement as are material to the interests of Lenders, but only to the extent that the Company has the right to terminate its obligations under the eFunds Merger Agreement as a result of a breach of such representations and warranties in the eFunds Merger Agreement and (B) the representations and warranties set forth in Section 2 above shall be true Sections 5.02 (other than clause (c)(ii) thereof), 5.04, 5.12 and correct; (f) The Administrative Agent (or its counsel) shall have received (A) a certificate of each of (x) Holdings and the Borrower, dated as 5.15 of the Closing Date, substantially in the form of Exhibit E to the Credit Agreement, with appropriate insertions, executed by any Authorized Officer and the Secretary or any Assistant Secretary of Holdings and the Borrower, as applicable, and attaching the documents referred to in the following clause (B) and (B) (w) a copy of the resolutions of the board of directors or other managers of Holdings and the Borrower authorizing (I) the execution, delivery, and performance of this Amendment (and any agreements relating thereto) to which it is a party and the performance of the obligations under the Amended Credit Agreement and (II) in the case of the Borrower, the extensions of credit contemplated hereunder, (x) the Certificate of Incorporation and By-Laws or other comparable organizational documents, as applicable, of Holdings and the Borrower, (y) signature and incumbency certificates of the Authorized Officers of Holdings and the Borrower executing the Credit Documents to which it is a party, and (z) a good standing certificate from the relevant Governmental Authority of the jurisdiction of organization of the Borrower and Holdings, dated the Amendment No. 4 Effective Date or a recent date prior thereto; andamended by this Amendment). (g) The Administrative Agent Subject to clause (f) above, no Default shall have received a Notice of Borrowing in exist with respect of to the Tranche B-3 Term Loans in accordance with Section 2.3 of Company and its Subsidiaries at the Amended Credit Agreementtime of, or after giving effect to, the eFunds Transactions and this Amendment.

Conditions to Effectiveness of Amendment. This The Bank’s willingness to agree to the amendments set forth in this Amendment shall become effective on is subject to the first Business Day on which each prior satisfaction of the following conditions is satisfiedconditions: 1. Execution by all parties and delivery to the Bank of this Amendment, the Consent of Guarantor, the Restated Note, and an Incumbency Certificate. MEDPACE INTERMEDIATECO, INC., a Delaware corporation (the “Guarantor”) consents to the provisions of the foregoing Amendment No. 5 to Loan Documents (the “Amendment”) and all prior amendments (if any) and confirms and agrees that: (a) The Administrative Agent shall have received the Guarantor’s obligations under its Guaranty Agreement dated as of September 30, 2019 (i) (I) from each Cashless Option Tranche B-2 Lender and (II) from Additional Tranche B-3 Term Loan Lenders having Additional Tranche B-3 Term Loan Commitments equal in principal amount the “Guaranty”), relating to the principal amount of Existing Term Loans held by Non-Consenting Existing Tranche B-2 Term Loan Lenders and Post-Closing Option Lenders, (ii) from the Administrative Agent, and (iii) from the Borrower and Holdings, either (x) a counterpart of this Amendment (or, Obligations referenced in the case of such Cashless Option Tranche B-2 LendersAmendment, a Consent to Amendment No. 4) signed on behalf of such party or (y) written evidence satisfactory to shall be unimpaired by the Administrative Agent (which may include telecopy or other electronic transmission of a signed signature page of this Amendment) that such party has signed a counterpart of this Amendment; ; (b) The Borrower shall have paid the Guarantor has no defenses, set offs, counterclaims, discounts or charges of any kind against the Bank, its officers, directors, employees, agents or attorneys with respect to all Existing Term Loan Lenders on the Amendment No. 4 Effective Date, simultaneously with the making (or deemed making) of Tranche B-3 Term Loans under the Credit Agreement, all accrued Guaranty; and unpaid interest on the Existing Term Loans to, but not including, the Amendment No. 4 Effective Date; (c) The Administrative Agent shall have received all of the executed legal opinion of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLPterms, special counsel conditions and covenants in the Guaranty remain unaltered and in full force and effect and are hereby ratified and confirmed and apply to the Credit PartiesObligations, as modified by the Amendment. The Borrower, Holdings and the Administrative Agent hereby instruct such counsel to deliver such legal opinion; (d) The Borrower shall have paid (i) the Amendment No. 4 Arrangers the fees in the amounts previously agreed in writing to be received on the Amendment No. 4 Effective Date and (ii) the Administrative Agent Guarantor certifies that all reasonable costs and expenses (including, without limitation the reasonable fees, charges and disbursements of ▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, counsel for the Administrative Agent and the Amendment No. 4 Arrangers) of the Administrative Agent for which invoices have been presented prior to the Amendment No. 4 Effective Date; (e) The representations and warranties set forth made in Section 2 above shall be the Guaranty are true and correct; . The Guarantor hereby confirms that any collateral for the Obligations, including liens, security interests, mortgages, and pledges granted by the Guarantor or third parties (f) The Administrative Agent (or its counsel) if applicable), shall have received (A) a certificate of each of (x) Holdings continue unimpaired and the Borrowerin full force and effect, dated as shall cover and secure all of the Closing DateGuarantor’s existing and future Obligations to the Bank, substantially as modified by this Amendment. By signing below, the Guarantor agrees that this Consent, the Guaranty, the other Loan Documents, any amendments thereto and any other information, notice, signature card, agreement or authorization related thereto (each, a “Communication”) may, at the Bank’s option, be in the form of Exhibit E an electronic record. Any Communication may, at the Bank’s option, be signed or executed using electronic signatures. For the avoidance of doubt, the authorization under this paragraph may include, without limitation, use or acceptance by the Bank of a manually signed paper Communication which has been converted into electronic form (such as scanned into PDF format) for transmission, delivery and/or retention. The Guarantor acknowledges and agrees that the methods for delivering Communications, including notices, under the Guaranty and the other Loan Documents include electronic transmittal to any electronic address provided by any party to the Credit Agreement, with appropriate insertions, executed by any Authorized Officer other party from time to time. The Guarantor ratifies and confirms the Secretary or any Assistant Secretary indemnification and waiver of Holdings and the Borrower, as applicable, and attaching the documents referred to jury trial provisions contained in the following clause (B) and (B) (w) a copy Guaranty, all of the resolutions of the board of directors or other managers of Holdings and the Borrower authorizing (I) the execution, delivery, and performance of this Amendment (and any agreements relating thereto) to which it is a party and the performance of the obligations under the Amended Credit Agreement and (II) in the case of the Borrower, the extensions of credit contemplated hereunder, (x) the Certificate of Incorporation and By-Laws or other comparable organizational documents, as applicable, of Holdings and the Borrower, (y) signature and incumbency certificates of the Authorized Officers of Holdings and the Borrower executing the Credit Documents to which it is a party, and (z) a good standing certificate from the relevant Governmental Authority of the jurisdiction of organization of the Borrower and Holdings, dated the Amendment No. 4 Effective Date or a recent date prior thereto; and (g) The Administrative Agent shall have received a Notice of Borrowing in respect of the Tranche B-3 Term Loans in accordance with Section 2.3 of the Amended Credit Agreementare incorporated herein by reference.

Conditions to Effectiveness of Amendment. This Amendment shall become effective on the first Business Day date (the “Amendment No. 3 Effective Date”) on which each of the following conditions is satisfiedare satisfied or waived by the Consenting Revolving Lenders and the Issuing Banks: (a) The Administrative Agent (or its counsel) shall have received from the Borrower, each Subsidiary Loan Party, each Issuing Bank and each Consenting Revolving Lender (i) (I) from each Cashless Option Tranche B-2 Lender and (II) from Additional Tranche B-3 Term Loan Lenders having Additional Tranche B-3 Term Loan Commitments equal in principal amount to the principal amount of Existing Term Loans held by Non-Consenting Existing Tranche B-2 Term Loan Lenders and Post-Closing Option Lenders, (ii) from the Administrative Agent, and (iii) from the Borrower and Holdings, either (x) a counterpart of this Amendment (or, in the case of such Cashless Option Tranche B-2 Lenders, a Consent to Amendment No. 4) signed on behalf of such party or (yii) written evidence reasonably satisfactory to the Administrative Agent (which may include telecopy or other electronic transmission delivery of a signed signature page of this AmendmentAmendment by electronic transmission (e.g., “pdf”)) that such party has signed a counterpart of this Amendment;. (b) The Borrower shall have paid to all Existing Term Loan Lenders on the Amendment No. 4 Effective Date, simultaneously with the making (or deemed making) of Tranche B-3 Term Loans under the Credit Agreement, all accrued and unpaid interest on the Existing Term Loans to, but not including, the Amendment No. 4 Effective Date; (c) The Administrative Agent shall have received the executed legal opinion of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLPreceived, special counsel to the Credit Parties. The Borrower, Holdings and the Administrative Agent hereby instruct such counsel extent invoiced at least one Business Day prior to deliver such legal opinion; (d) The Borrower shall have paid (i) the Amendment No. 4 Arrangers the fees in the amounts previously agreed in writing to be received on the Amendment No. 4 3 Effective Date and (ii) the Administrative Agent Date, reimbursement or payment of all reasonable costs and documented out-of-pocket expenses (including, without limitation the including reasonable fees, charges and disbursements of ▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, counsel for ) required to be reimbursed or paid by the Administrative Agent and the Amendment No. 4 Arrangers) of the Administrative Agent for which invoices have been presented Loan Parties hereunder or under any Loan Document on or prior to the Amendment No. 4 3 Effective Date;. (ec) The Borrower shall have paid to the Administrative Agent, for the account of each Lender that provides its consent to this Amendment (each, a “Consenting Revolving Lender”), an amendment fee in Dollars equal to 0.15% of the aggregate principal amount of the Revolving Facility Commitments of each such Consenting Revolving Lender set forth on A&R Schedule 2.01. Such fee shall be payable on, and subject to the occurrence of, the Amendment No. 3 Effective Date. (d) The representations and warranties set forth in Section 2 above 3.2 hereof shall be true and correct; (f) The Administrative Agent (or its counsel) shall have received (A) a certificate of each of (x) Holdings and the Borrower, dated correct as of the Closing Date, substantially in the form of Exhibit E to the Credit Agreement, with appropriate insertions, executed by any Authorized Officer and the Secretary or any Assistant Secretary of Holdings and the Borrower, as applicable, and attaching the documents referred to in the following clause (B) and (B) (w) a copy of the resolutions of the board of directors or other managers of Holdings and the Borrower authorizing (I) the execution, delivery, and performance of this Amendment (and any agreements relating thereto) to which it is a party and the performance of the obligations under the Amended Credit Agreement and (II) in the case of the Borrower, the extensions of credit contemplated hereunder, (x) the Certificate of Incorporation and By-Laws or other comparable organizational documents, as applicable, of Holdings and the Borrower, (y) signature and incumbency certificates of the Authorized Officers of Holdings and the Borrower executing the Credit Documents to which it is a party, and (z) a good standing certificate from the relevant Governmental Authority of the jurisdiction of organization of the Borrower and Holdings, dated the Amendment No. 4 Effective Date or a recent date prior thereto; and (g) The Administrative Agent shall have received a Notice of Borrowing in respect of the Tranche B-3 Term Loans in accordance with Section 2.3 of the Amended Credit Agreement.3

Conditions to Effectiveness of Amendment. This Amendment The effectiveness of the amendments set forth in Section 2 hereof shall become effective occur on the first Business Day on which each date of the satisfaction of the following conditions is satisfied:precedent (such date, the “Thirteenth Amendment Effective Date”): (a) The (i) the Borrowers, each other Loan Party and the Administrative Agent shall have received (i) (I) from each Cashless Option Tranche B-2 Lender executed and (II) from Additional Tranche B-3 Term Loan Lenders having Additional Tranche B-3 Term Loan Commitments equal in principal amount delivered counterparts of this Amendment to the principal amount of Existing Term Loans held by Non-Consenting Existing Tranche B-2 Term Loan Lenders and Post-Closing Option LendersAdministrative Agent, (ii) from each Exchanging Revolving Lender shall have executed and delivered to the Administrative AgentAgent a Revolving Lender Consent, and (iii) from each Additional Revolving Lender, the Borrower Representative and Holdings, either (x) a counterpart of this Amendment (or, in the case of such Cashless Option Tranche B-2 Lenders, a Consent to Amendment No. 4) signed on behalf of such party or (y) written evidence satisfactory Administrative Agent shall have executed and delivered to the Administrative Agent (which may include telecopy or other electronic transmission of a signed signature page of this Amendment) that such party has signed a counterpart of this AmendmentRevolving Credit Facility Joinder; (b) The Borrower each of the representations and warranties contained in Section 6 of this Amendment shall have paid to be true and correct in all Existing Term Loan Lenders material respects (and in all respects if any such representation or warranty is already qualified by materiality) on and as of the Thirteenth Amendment No. 4 Effective Date, simultaneously with the making (or deemed making) of Tranche B-3 Term Loans under the Credit Agreement, all accrued and unpaid interest on the Existing Term Loans to, but not including, the Amendment No. 4 Effective Date; (c) The at the time of and immediately after giving effect to this Amendment and the transactions occurring on the Thirteenth Amendment Effective Date (including the incurrence of the Incremental Revolving Facility), no Default or Event of Default exists; (d) the Administrative Agent shall have received a certificate, in form and substance reasonably acceptable to the executed legal Administrative Agent, dated the Thirteenth Amendment Effective Date and signed by a Responsible Officer of the Borrower Representative and confirming compliance with the conditions set forth in Sections 5(b) and 5(c) hereof; (e) the Administrative Agent shall have received a solvency certificate dated as of the Thirteenth Amendment Effective Date in substantially the form of Exhibit H of the Amended Credit Agreement from a Financial Officer of the Parent certifying as to the matters set forth therein; (f) the Administrative Agent shall have received each Revolving Credit Note (to the extent requested at least three Business Days prior to the Thirteenth Amendment Effective Date); (g) no later than three (3) days in advance of the Thirteenth Amendment Effective Date, the Administrative Agent shall have received all documentation and other information reasonably requested by it in writing at least 10 days in advance of the Thirteenth Amendment Effective Date, which documentation or other information is required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act; (h) the Administrative Agent shall have received a certificate dated as of the Thirteenth Amendment Effective Date from a Responsible Officer of the Borrower Representative, certifying compliance with Section 6.13 of the Existing Credit Agreement; (i) the Administrative Agent shall have received, on behalf of itself and the Lenders on the Thirteenth Amendment Effective Date, a customary written opinion of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, special counsel for Parent, the Borrowers and each other Loan Party (A) dated the Thirteenth Amendment Effective Date, (B) addressed to the Credit Parties. The BorrowerAdministrative Agent, Holdings the Amendment Arranger and the Administrative Agent hereby instruct such counsel to deliver such legal opinion; (d) The Borrower shall have paid (i) the Amendment No. 4 Arrangers the fees in the amounts previously agreed in writing to be received on the Amendment No. 4 Effective Date Lenders and (iiC) the Administrative Agent all reasonable costs in form and expenses (including, without limitation the reasonable fees, charges and disbursements of ▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, counsel for substance reasonably satisfactory to the Administrative Agent and the Amendment No. 4 ArrangersArranger covering such matters relating to this Amendment; (j) of the Administrative Agent Bookrunner and Mandated Lead Arranger shall have received all fees and expenses agreed to by the Borrowers or the Borrower Representative that are due and payable to the Bookrunner and Mandated Lead Arranger, for which invoices have been presented to the Parent at least three Business Days prior to the Thirteenth Amendment No. 4 Effective Date, on or before the Thirteenth Amendment Effective Date (including reasonable and documented out-of-pocket fees, expenses and disbursements of legal counsel), which amounts may be offset against the proceeds of the Incremental Revolving Loans; (ek) The representations the Administrative Agent shall have received: (i) all fees and warranties set forth in Section 2 above shall expenses agreed to by the Borrowers or the Borrower Representative that are due and payable to the Administrative Agent, for which invoices have been presented to the Parent at least three (3) Business Days prior to the Thirteenth Amendment Effective Date, on or before the Thirteenth Amendment Effective Date (including reasonable and documented out-of-pocket fees, expenses and disbursements of legal counsel), which amounts may be true and correctoffset against the proceeds of the Incremental Revolving Loans; (fii) The Administrative Agent (or its counsel) shall have received (A) a certificate of for distribution to each Existing Revolving Lender, an amount equal to the sum of (x) Holdings the principal of and the Borrower, dated as of the Closing Date, substantially in the form of Exhibit E unpaid interest accrued to the Credit Agreement, with appropriate insertions, executed by any Authorized Officer Thirteenth Amendment Effective Date on the outstanding Revolving Loans of such Existing Revolving Lender and the Secretary or any Assistant Secretary of Holdings and the Borrower, as applicable, and attaching the documents referred to in the following clause (B) and (B) (w) a copy of the resolutions of the board of directors or other managers of Holdings and the Borrower authorizing (I) the execution, delivery, and performance of this Amendment (and any agreements relating thereto) to which it is a party and the performance of the obligations under the Amended Credit Agreement and (II) in the case of the Borrower, the extensions of credit contemplated hereunder, (x) the Certificate of Incorporation and By-Laws or other comparable organizational documents, as applicable, of Holdings and the Borrower, (y) signature all fees and incumbency certificates other amounts owing to or accrued for the account of such Existing Revolving Lender under the Authorized Officers of Holdings and the Borrower executing the Existing Credit Documents to which it is a party, and (z) a good standing certificate from the relevant Governmental Authority of the jurisdiction of organization of the Borrower and Holdings, dated the Amendment No. 4 Effective Date or a recent date prior thereto; and (g) The Administrative Agent shall have received a Notice of Borrowing Agreement in respect of the Tranche B-3 Term such Revolving Loans in accordance with and such Existing Revolving Lender’s Revolving Credit Commitments (including any amounts under Section 2.3 3.06 of the Amended Existing Credit Agreement); (iii) for distribution to each Incremental Revolving Lender that shall have delivered (by facsimile or otherwise) an executed signature page to a Revolving Lender Consent or a Revolving Credit Facility Joinder (as applicable), and released such signature page, on or prior to 12:00 p.m. (New York time) on October 6, 2023, a non-refundable special new money fee in an amount equal to (i) 0.70% multiplied by the principal amount of the Revolving Credit Commitments held by such Incremental Revolving Lender immediately after giving effect to the transactions contemplated by this Amendment to the extent such Incremental Revolving Lender is a Bookrunner and Mandated Lead Arranger; (ii) 0.60% multiplied by the principal amount of the Revolving Credit Commitments held by such Incremental Revolving Lender immediately after giving effect to the transactions contemplated by this Amendment to the extent such Incremental Revolving Lender is a Mandated Lead Arranger; (iii) 0.50% multiplied by the principal amount of the Revolving Credit Commitments held by such Incremental Revolving Lender immediately after giving effect to the transactions contemplated by this Amendment to the extent such Incremental Revolving Lender is a Lead Arranger and (iv) 0.40% multiplied by the principal amount of the Revolving Credit Commitments held by such Incremental Revolving Lender immediately after giving effect to the transactions contemplated by this Amendment to the extent such Incremental Revolving Lender is an Arranger.

Conditions to Effectiveness of Amendment. This Amendment shall become effective (the "Amendment Effective Date") upon (a) payment by the Borrower to the Agent, for the account of the Lender, an activation fee in the amount of $25,000 pursuant to Section 4.2(b) of the Loan Agreement, and (b) receipt by the Agent of the following, each in form and substance satisfactory to the Agent: (i) counterparts of this Amendment, duly executed and delivered by each Borrower; (ii) an Amended and Restated Revolving Credit Note in the form attached hereto as Annex A duly executed by each Borrower; (iii) an Acquisition Loan Note substantially in the form of Exhibit B-3 attached to the Loan Agreement duly executed by each Borrower; (iv) certified copies of the articles of incorporation and bylaws of Mobile Products, as in effect on the first Business Day Amendment Effective Date, and with respect to the other Borrowers and the Guarantors, a certificate of an appropriate officer of such Borrowers and Guarantors to the effect that none of such documents relating to such Borrowers and Guarantors have been amended or otherwise modified since April 21, 1999 (with respect to Mid Bus and Brutzer) and July 31, 1998 (with respect to ▇▇▇▇▇▇▇, Bus, WCI, Capacity, Mobile, World Trans and Guarantors), the respective dates on which such documents were last delivered to Agent and Lender under the Loan Agreement; (v) certificates of incumbency and specimen signatures with respect to each of the following conditions officers of the Borrowers and the Guarantors who is satisfied: (a) The Administrative Agent shall have received (i) (I) from authorized to execute and deliver the Loan Documents to which it is a party and each Cashless Option Tranche B-2 Lender and (II) from Additional Tranche B-3 Term Loan Lenders having Additional Tranche B-3 Term Loan Commitments equal in principal amount to the principal amount of Existing Term Loans held by Non-Consenting Existing Tranche B-2 Term Loan Lenders and Post-Closing Option Lendersother certificate, (ii) from the Administrative Agent, and (iii) from the Borrower and Holdings, either (x) a counterpart of this Amendment (or, in the case of such Cashless Option Tranche B-2 Lenders, a Consent to Amendment No. 4) signed on behalf of such party or (y) written evidence satisfactory to the Administrative Agent (which may include telecopy agreement or other electronic transmission of a signed signature page of this Amendment) that such party has signed a counterpart of document to be executed by the Borrowers and the Guarantors in connection with this Amendment; (bvi) The Borrower a certificate evidencing the good standing of Mobile Products in the jurisdiction of its incorporation and in each other jurisdiction in which it is required to be qualified as a foreign corporation to transact business as presently conducted; (vii) a certificate of the President of ▇▇▇▇▇▇▇ or of the Financial Officer that all representations and warranties of Borrowers set forth in the Loan Documents are true and correct as of the Amendment Effective Date and that no Default or Event of Default exists (after giving effect to this Amendment and the ▇▇▇▇▇▇ Acquisition), and Agent and Lender shall have paid be satisfied as to all Existing Term Loan Lenders the truth and accuracy thereof; (viii) amendments or modifications to each of the Mortgages existing on the Amendment No. 4 Effective Date, simultaneously with the making (or deemed making) of Tranche B-3 Term Loans under the Credit Agreement, all accrued Date and unpaid interest on the Existing Term Loans to, but not including, the Amendment No. 4 Effective Dateendorsements to related title insurance policies; (cix) The Administrative Agent shall have received Certified copies of the executed legal Asset Purchase Agreement dated as of September 1, 2000, between ▇▇▇▇▇▇▇, Mobile Products, ▇▇▇▇▇▇, Inc., an Oklahoma corporation and Celstar Group, Inc., an Ohio corporation (the "▇▇▇▇▇▇ Acquisition") and all documents and agreements executed in connection with such Acquisition. (x) Executed Mortgages on Acquired Real Estate in connection with the ▇▇▇▇▇▇ Acquisition and related title insurance policies. (xi) Financing Statements duly executed and delivered by Mobile Products and ▇▇▇▇▇▇▇; (xii) a Trademark Assignment duly executed and delivered by Mobile Products; (xiii) a Patent Assignment duly executed and delivered by Mobile Products; (xiv) a Collateral Assignment of Rights Under Acquisition Agreement, in form and substance satisfactory to the Agent, duly executed and delivered by Mobile Products and ▇▇▇▇▇▇▇; (xv) evidence of payment or arrangements for payment of all Debt and the termination or arrangements for termination of all Liens not permitted under the Loan Documents; (xvi) a signed opinion of ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, special counsel to the Credit Parties. The Borrower, Holdings and the Administrative Agent hereby instruct such counsel to deliver such legal opinion; (d) The Borrower shall have paid (i) the Amendment No. 4 Arrangers the fees in the amounts previously agreed in writing to be received on the Amendment No. 4 Effective Date and (ii) the Administrative Agent all reasonable costs and expenses (including, without limitation the reasonable fees, charges and disbursements of ▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, counsel for the Administrative Borrowers, and of such local counsel for the Borrowers as may be required, opining as to such matters in connection with the transactions contemplated by this Amendment as the Agent and or its special counsel may reasonably request; (xvii) updated Schedules to the Loan Agreement as necessary to reflect accurately as of the Amendment No. 4 Arrangers) of 2 Effective Date the Administrative Agent for which invoices have been presented prior facts purported to the Amendment No. 4 Effective Datebe set forth therein; (e) The representations and warranties set forth in Section 2 above shall be true and correct; (f) The Administrative Agent (or its counsel) shall have received (Axviii) a certificate of each of (x) Holdings and the Borrower, dated as of the Closing Date, substantially in the form of Exhibit E to the Credit Agreement, with appropriate insertions, consent duly executed by any Authorized Officer and the Secretary or any Assistant Secretary of Holdings and the Borrower, as applicable, and attaching the documents referred to in the following clause (B) and (B) (w) a copy of the resolutions of the board of directors or other managers of Holdings and the Borrower authorizing (I) the execution, delivery, and performance of this Amendment (and any agreements relating thereto) to which it is a party and the performance of the obligations under the Amended Credit Agreement and (II) in the case of the Borrower, the extensions of credit contemplated hereunder, (x) the Certificate of Incorporation and By-Laws or other comparable organizational documents, as applicable, of Holdings and the Borrower, (y) signature and incumbency certificates of the Authorized Officers of Holdings and the Borrower executing the Credit Documents to which it is a party, and (z) a good standing certificate from the relevant Governmental Authority of the jurisdiction of organization of the Borrower and Holdings, dated the Amendment No. 4 Effective Date or a recent date prior theretoeach Guarantor; and (gxix) The Administrative such other documents and instruments as the Agent shall have received a Notice of Borrowing in respect of the Tranche B-3 Term Loans in accordance with Section 2.3 of the Amended Credit Agreementmay reasonably request.

Conditions to Effectiveness of Amendment. This Amendment shall become effective on when the first Business Day on which each of the following conditions is satisfied: (a) The Administrative Agent Lender shall have received (i) (I) from each Cashless Option Tranche B-2 Lender and (II) from Additional Tranche B-3 Term Loan Lenders having Additional Tranche B-3 Term Loan Commitments equal in principal amount to the principal amount of Existing Term Loans held by Non-Consenting Existing Tranche B-2 Term Loan Lenders and Post-Closing Option Lenders, (ii) from the Administrative Agent, and (iii) from the Borrower and Holdings, either (x) a counterpart counterparts of this Amendment (or, in duly executed by each of the case of such Cashless Option Tranche B-2 Lenders, a Consent to Amendment No. 4) signed on behalf of such party or (y) written evidence satisfactory to the Administrative Agent (which may include telecopy or other electronic transmission of a signed signature page of this Amendment) that such party has signed a counterpart of this Amendment; (b) The Borrower shall have paid to all Existing Term Loan Lenders on the Amendment No. 4 Effective Date, simultaneously with the making (or deemed making) of Tranche B-3 Term Loans under the Credit Agreement, all accrued Borrowers and unpaid interest on the Existing Term Loans to, but not including, the Amendment No. 4 Effective Date; (c) The Administrative Agent shall have received the executed legal opinion of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, special counsel to the Credit Parties. The Borrower, Holdings and the Administrative Agent hereby instruct such counsel to deliver such legal opinion; (d) The Borrower shall have paid (i) the Amendment No. 4 Arrangers the fees in the amounts previously agreed in writing to be received on the Amendment No. 4 Effective Date and Guarantors; (ii) the Administrative Agent all reasonable costs Second Amended and expenses (including, without limitation the reasonable fees, charges and disbursements of ▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, counsel for the Administrative Agent and the Amendment No. 4 Arrangers) of the Administrative Agent for which invoices have been presented prior to the Amendment No. 4 Effective Date; (e) The representations and warranties set forth in Section 2 above shall be true and correct; (f) The Administrative Agent (or its counsel) shall have received (A) a certificate of each of (x) Holdings and the BorrowerRestated Revolver Note, dated as of the Closing Datedate of this Amendment executed by the Borrower; (iii) the Reaffirmation of Guarantees and Reaffirmation of Security Agreements, substantially in the form of Exhibit E to attached hereto, each executed and delivered by the Credit Agreement, with appropriate insertions, executed by any Authorized Officer and the Secretary or any Assistant Secretary of Holdings and the Borrower, as applicable, and attaching the documents referred to in the following clause Guarantors; (B) and (B) (wiv) a certified copy of the resolutions of the board Board of directors or other managers of Holdings and the Borrower authorizing (I) the execution, delivery, and performance of this Amendment (and any agreements relating thereto) to which it is a party and the performance of the obligations under the Amended Credit Agreement and (II) in the case of the Borrower, the extensions of credit contemplated hereunder, (x) the Certificate of Incorporation and By-Laws or other comparable organizational documents, as applicable, of Holdings and the Borrower, (y) signature and incumbency certificates of the Authorized Officers of Holdings and the Borrower executing the Credit Documents to which it is a party, and (z) a good standing certificate from the relevant Governmental Authority of the jurisdiction of organization Directors of the Borrower and Holdingseach of the Guarantors, dated evidencing approval of this Amendment and the other documents and matters contemplated hereby, and all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Amendment and such other documents, including, but not limited to, a certificate of “good standing” (or its equivalent), certified copies of the articles of incorporation and true and correct copies of the bylaws; (v) a favorable opinion of counsel for the Borrower, in form and substance acceptable to Lender, as to the due execution and delivery by the Borrower and each of the Guarantors of this Amendment and the other documents contemplated hereby and as to such other matters as the Lender may reasonably request; (vi) a signed copy of a certificate of an officer of the Borrower and each of the Guarantors, in the form and substance acceptable to Lender, who shall certify the names of the officers of the Borrower and the respective Guarantors authorized to sign this Amendment and the other documents or certificates to be delivered pursuant to this Amendment by the Borrower, each of the Guarantors, or any of its respective officers, together with the true signatures of such officers (Lender may conclusively rely on such certificate until it shall receive a further certificate of the Secretary or an Assistant Secretary of the Borrower or the respective Guarantor canceling or amending the prior certificate and submitting the signatures of the officers named in such further certificate); (vii) a certified copy of the written approval and consent of the holders, if any, of any obligations of the Borrower which must consent to this Amendment and the Borrowings under the Agreement and the other Loan Documents, as amended hereby; (viii) Amendment No. 4 Effective Date or 2 to Subordination Agreements, to be signed by each Affiliate that is a recent date prior thereto; and (g) The Administrative Agent shall have received a Notice holder of Borrowing in respect debt of the Tranche B-3 Term Loans in accordance with Section 2.3 Borrower other than the Lender, if any, or unless waived by the Lender; and (ix) payment by the Borrower of the Amended Credit Agreementfees and costs, including attorney’s fees and expenses incurred in connection with this Amendment and the other documents and matters contemplated hereby.

Conditions to Effectiveness of Amendment. This The effectiveness of the amendments and consents pursuant to this Amendment (other than the provisions of Sections 7, 8 and 10 which shall become be effective on immediately) shall be subject to the first Business Day on which satisfaction of each of the following conditions is satisfiedprecedent: (a) The Administrative Agent Lender shall have received (i) (I) from each Cashless Option Tranche B-2 Lender and (II) from Additional Tranche B-3 Term Loan Lenders having Additional Tranche B-3 Term Loan Commitments equal in principal amount to the principal amount of Existing Term Loans held by Non-Consenting Existing Tranche B-2 Term Loan Lenders and Post-Closing Option Lenders, (ii) from the Administrative Agent, and (iii) from the Borrower and Holdings, either (x) a counterpart an executed original or executed original counterparts of this Amendment (oras the case may be), duly authorized, executed and delivered by the respective party or parties hereto; (b) Lender shall have received, in the case of such Cashless Option Tranche B-2 Lenders, a Consent to Amendment No. 4) signed on behalf of such party or (y) written evidence form and substance satisfactory to Lender, evidence that the Administrative Agent (which may include telecopy DPL Purchase Agreements have been duly authorized, executed and delivered by and to the appropriate parties thereto and that the transactions contemplated under the terms and conditions of the DPL Purchase Agreements have been consummated prior to or other electronic transmission of a signed signature page of this Amendment) that such party has signed a counterpart contemporaneously with the execution of this Amendment; (bc) The Borrower Lender shall have paid received, in form and substance satisfactory to all Existing Term Loan Lenders Lender, evidence that the Reunion DPL Subordinated Note in the original principal amount of $750,000 has been duly authorized, executed and delivered by ORC and that ORC has received from or on behalf of Reunion, cash or other immediately available funds in the Amendment No. 4 Effective Date, simultaneously with aggregate principal amount of $750,000 constituting the making (or deemed making) proceeds of Tranche B-3 Term Loans under the Credit Agreement, all accrued and unpaid interest on loan made by Reunion to ORC evidenced by the Existing Term Loans to, but not including, Reunion DPL Subordinated Note in the Amendment No. 4 Effective Date; (c) The Administrative Agent shall have received the executed legal opinion original principal amount of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, special counsel to the Credit Parties. The Borrower, Holdings and the Administrative Agent hereby instruct such counsel to deliver such legal opinion$750,000; (d) The Borrower Lender shall have paid (i) received, in form and substance satisfactory to Lender, a letter agreement from Reunion in favor of Lender, acknowledging that the Amendment No. 4 Arrangers indebtedness owed to Reunion by ORC evidenced by the fees Reunion DPL Subordinated Notes is included in the amounts previously agreed in writing to be received on "Junior Debt" as defined under the Amendment No. 4 Effective Date Subordination Agreement, dated February 2, 1996, between Lender and (ii) the Administrative Agent all reasonable costs Reunion, as acknowledged by Borrowers, duly authorized, executed and expenses (including, without limitation the reasonable fees, charges delivered by Reunion and disbursements of ▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, counsel for the Administrative Agent and the Amendment No. 4 Arrangers) of the Administrative Agent for which invoices have been presented prior to the Amendment No. 4 Effective Date;Borrowers; and (e) The representations no Event of Default shall exist or have occurred and warranties set forth in Section 2 above shall be true and correct; (f) The Administrative Agent (no event or its counsel) condition shall have received (A) a certificate occurred or exist which with notice or passage of each time or both would constitute an Event of (x) Holdings and the Borrower, dated as of the Closing Date, substantially in the form of Exhibit E to the Credit Agreement, with appropriate insertions, executed by any Authorized Officer and the Secretary or any Assistant Secretary of Holdings and the Borrower, as applicable, and attaching the documents referred to in the following clause (B) and (B) (w) a copy of the resolutions of the board of directors or other managers of Holdings and the Borrower authorizing (I) the execution, delivery, and performance of this Amendment (and any agreements relating thereto) to which it is a party and the performance of the obligations under the Amended Credit Agreement and (II) in the case of the Borrower, the extensions of credit contemplated hereunder, (x) the Certificate of Incorporation and By-Laws or other comparable organizational documents, as applicable, of Holdings and the Borrower, (y) signature and incumbency certificates of the Authorized Officers of Holdings and the Borrower executing the Credit Documents to which it is a party, and (z) a good standing certificate from the relevant Governmental Authority of the jurisdiction of organization of the Borrower and Holdings, dated the Amendment No. 4 Effective Date or a recent date prior thereto; and (g) The Administrative Agent shall have received a Notice of Borrowing in respect of the Tranche B-3 Term Loans in accordance with Section 2.3 of the Amended Credit AgreementDefault.

Conditions to Effectiveness of Amendment. This Amendment The effectiveness of the amendments set forth in Section 2 hereof shall become effective occur on the first Business Day on which each date of the satisfaction of the following conditions is satisfied:precedent (such date, the “Ninth Amendment Effective Date”): (a) The Administrative Agent the Borrower Representative, each other Loan Party (other than Loan Parties incorporated in Korea) and the New Term Lenders (which, for the avoidance of doubt, shall be the Required Lenders (which for the purpose of this Amendment shall exclude Required Lenders under paragraph (c) of such definition in the Existing Credit Agreement) have received executed and delivered counterparts (ior, as applicable, a Lender Consent or a Joinder) (I) from each Cashless Option Tranche B-2 Lender and (II) from Additional Tranche B-3 Term Loan Lenders having Additional Tranche B-3 Term Loan Commitments equal in principal amount to the principal amount of Existing Term Loans held by Non-Consenting Existing Tranche B-2 Term Loan Lenders and Post-Closing Option Lenders, (ii) from this Amendment to the Administrative Agent, and (iii) from the Borrower and Holdings, either (x) a counterpart of this Amendment (or, in the case of such Cashless Option Tranche B-2 Lenders, a Consent to Amendment No. 4) signed on behalf of such party or (y) written evidence satisfactory to the Administrative Agent (which may include telecopy or other electronic transmission of a signed signature page of this Amendment) that such party has signed a counterpart of this Amendment; (b) The Borrower each of the representations and warranties contained in Section 9 of this Amendment shall have paid to be true and correct in all Existing Term Loan Lenders material respects (and in all respects if any such representation or warranty is already qualified by materiality) on and as of the Ninth Amendment No. 4 Effective Date, simultaneously with the making (or deemed making) of Tranche B-3 Term Loans under the Credit Agreement, all accrued and unpaid interest on the Existing Term Loans to, but not including, the Amendment No. 4 Effective Date; (c) The at the time of and immediately after giving effect to this Amendment and the transactions occurring on the Ninth Amendment Effective Date, no Default or Event of Default exists; (d) the Administrative Agent shall have received a certificate dated the executed legal Ninth Amendment Effective Date and signed by a Responsible Officer of the Borrower Representative, confirming compliance with the conditions set forth in Sections 7(b) and 7(c) hereof; (e) the Administrative Agent shall have received a solvency certificate dated as of the Ninth Amendment Effective Date in substantially the form of Exhibit H of the Amended Credit Agreement from a Financial Officer of the Parent certifying as to the matters set forth therein; (f) the Administrative Agent shall have received, on behalf of itself and the Lenders on the Ninth Amendment Effective Date, a customary written opinion of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, special counsel for the Parent, the Borrowers and each other Loan Party (A) dated the Ninth Amendment Effective Date, (B) addressed to the Credit Parties. The BorrowerAdministrative Agent, Holdings the Amendment Arrangers and the Administrative Agent hereby instruct such counsel to deliver such legal opinion; (d) The Borrower shall have paid (i) the Amendment No. 4 Arrangers the fees in the amounts previously agreed in writing to be received on the Amendment No. 4 Effective Date Lenders and (iiC) the Administrative Agent all reasonable costs in form and expenses (including, without limitation the reasonable fees, charges and disbursements of ▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, counsel for substance reasonably satisfactory to the Administrative Agent and the Amendment No. 4 ArrangersArrangers covering such matters relating to this Amendment; (g) of each Amendment Arranger shall have received all fees and expenses agreed to by the Administrative Agent for which invoices have been presented Borrowers or the Borrower Representative that are due and payable to each such Amendment Arranger on or before the Ninth Amendment Effective Date in each case to the extent notified to the Borrower Representative at least three (3) Business Days prior to the Ninth Amendment No. 4 Effective Date; (e) The representations and warranties set forth in Section 2 above shall be true and correct; (f) The Administrative Agent (or its counsel) shall have received (A) a certificate of each of (x) Holdings and the Borrower, dated as of the Closing Date, substantially in the form of Exhibit E to the Credit Agreement, with appropriate insertions, executed by any Authorized Officer and the Secretary or any Assistant Secretary of Holdings and the Borrower, as applicable, and attaching the documents referred to in the following clause (B) and (B) (w) a copy of the resolutions of the board of directors or other managers of Holdings and the Borrower authorizing (I) the execution, delivery, and performance of this Amendment (and any agreements relating thereto) to which it is a party and the performance of the obligations under the Amended Credit Agreement and (II) in the case of the Borrower, the extensions of credit contemplated hereunder, (x) the Certificate of Incorporation and By-Laws or other comparable organizational documents, as applicable, of Holdings and the Borrower, (y) signature and incumbency certificates of the Authorized Officers of Holdings and the Borrower executing the Credit Documents to which it is a party, and (z) a good standing certificate from the relevant Governmental Authority of the jurisdiction of organization of the Borrower and Holdings, dated the Amendment No. 4 Effective Date or a recent date prior thereto; and (gh) The Administrative Agent the Term Borrowers shall have received a Notice of Borrowing in respect applied, concurrently with the exchange of the Tranche B-3 Exchanged Term Loans in accordance with Section 2.3 Refinancing Term Loans, the Net Proceeds of the Amended Refinancing Term Loans (if any), together with cash on hand, to prepay in full the outstanding principal amount of all Non-Exchanged Term Loans, to pay accrued and unpaid interest payable on all Existing Term Loans to (and excluding) the Ninth Amendment Effective Date, and (if applicable) to pay amounts owing on the Non-Exchanged Term Loans under Section 3.06 of the Existing Credit Agreement, in each case as of the Ninth Amendment Effective Date.

Conditions to Effectiveness of Amendment. This The effectiveness of this Amendment shall become effective and the obligation of Sprint Lender to make the Incremental Sprint Term Loan hereunder on the first Business Day Incremental Sprint Term Loan Effective Date are subject to the satisfaction or waiver on which or prior to the Incremental Sprint Term Loan Effective Date of each of the following conditions is satisfiedconditions: (a) The Administrative Agent shall have received (i) (I) from each Cashless Option Tranche B-2 Lender and (II) from Additional Tranche B-3 Term Loan Lenders having Additional Tranche B-3 Term Loan Commitments equal in principal amount to the principal amount of Existing Term Loans held by Non-Consenting Existing Tranche B-2 Term Loan Lenders and Post-Closing Option Lenders, (ii) from the Administrative Agent, and (iii) from the Borrower and Holdings, either (x) a counterpart of this Amendment (or, in the case of such Cashless Option Tranche B-2 Lenders, a Consent to Amendment No. 4) signed on behalf of such party or (y) written evidence satisfactory to the Administrative Agent (which may include telecopy or other electronic transmission of a signed signature page of this Amendment) that such party has signed a counterpart of this Amendment;, executed and delivered by a duly authorized officer of Holdings, the Borrower and Sprint Lender, (ii) an executed Acknowledgement and Consent, in the form set forth at the end of this Amendment, from each Loan Party, (iii) a Note with respect to the Incremental Sprint Term Loan conforming to the requirements hereof and executed by a duly Authorized Officer of the Borrower and (iv) an Assumption Agreement executed and delivered by a duly authorized officer of each of Clearwire Legacy LLC and Clearwire Xohm LLC. (b) The Borrower shall have paid to all Existing Term Loan Lenders on the Amendment No. 4 Effective Date, simultaneously with the making (or deemed making) of Tranche B-3 Term Loans under the Credit Agreement, all accrued and unpaid interest on the Existing Term Loans to, but not including, the Amendment No. 4 Effective Date; (c) The Administrative Agent shall have received opinions, addressed to the executed legal opinion of Administrative Agent and Sprint Lender dated the Incremental Sprint Term Loan Effective Date, from (i) ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, special New York counsel to the Credit Parties. The Borrower, Holdings and the Administrative Agent hereby instruct such counsel to deliver such legal opinion; (d) The Borrower shall have paid (i) the Amendment No. 4 Arrangers the fees in the amounts previously agreed in writing to be received on the Amendment No. 4 Effective Date and (ii) the Administrative Agent all reasonable costs and expenses (including, without limitation the reasonable fees, charges and disbursements of ▇▇▇▇▇▇ ▇▇▇▇▇▇ & . ▇▇▇▇▇▇▇ LLP, counsel for the Administrative Agent and the Amendment No. 4 Arrangers) of the Administrative Agent for which invoices have been presented prior to the Amendment No. 4 Effective Date;. (e) The representations and warranties set forth in Section 2 above shall be true and correct; (f) The Administrative Agent (or its counsel) shall have received (A) a certificate of each of (x) Holdings and the Borrower, dated as of the Closing Date, substantially in the form of Exhibit E to the Credit Agreement, with appropriate insertions, executed by any Authorized Officer and the Secretary or any Assistant Secretary of Holdings and the Borrower, as applicable, and attaching the documents referred to in the following clause (B) and (B) (w) a copy of the resolutions of the board of directors or other managers of Holdings and the Borrower authorizing (I) the execution, delivery, and performance of this Amendment (and any agreements relating thereto) to which it is a party and the performance of the obligations under the Amended Credit Agreement and (II) in the case of the Borrower, the extensions of credit contemplated hereunder, (x) the Certificate of Incorporation and By-Laws or other comparable organizational documents, as applicable, of Holdings and the Borrower, (y) signature and incumbency certificates of the Authorized Officers of Holdings and the Borrower executing the Credit Documents to which it is a party, and (z) a good standing certificate from the relevant Governmental Authority of the jurisdiction of organization of the Borrower and Holdings, dated the Amendment No. 4 Effective Date or a recent date prior thereto; and (gc) The Administrative Agent shall have received from the Borrower, a Notice of Borrowing in respect certificate, dated the Incremental Sprint Term Loan Effective Date, signed by an Authorized Officer of the Tranche B-3 Term Loans in accordance Borrower with Section 2.3 (x) copies of the Amended resolutions, or such other administrative approval, of the Borrower approving the Incremental Sprint Term Loan, the Acknowledgement and Consent and the Assumption Agreement to be reasonably satisfactory to the Administrative Agent and (y) a statement that all of the applicable conditions set forth in Sections 3(f) and 3(g) of this Amendment have been satisfied as of such date. (d) The Administrative Agent shall have received all fees required to be paid, and all expenses required to be paid for which invoices have been presented, on or before the Incremental Sprint Term Loan Effective Date. (e) The Administrative Agent shall have received from the President, Chief Financial Officer or another senior financial or accounting officer of Holdings a reasonably satisfactory solvency certificate that shall document the solvency of Holdings and its Subsidiaries on a consolidated basis after giving effect to the transactions contemplated hereby. (f) All representations and warranties contained in the Credit AgreementAgreement (as amended by this Amendment) or in the other Loan Documents in effect on the Incremental Sprint Term Loan Effective Date both before and after giving effect to the Incremental Sprint Term Loan shall be true and correct in all material respects with the same effect as though such representations and warranties had been made on and as of the Incremental Sprint Term Loan Effective Date, except to the extent that such representations and warranties expressly relate to an earlier date and except to the extent already qualified by materiality, in which case such representations and warranties shall be true and correct in all respects. (g) After giving effect to this Amendment, no Default or Event of Default shall have occurred and be continuing.

Conditions to Effectiveness of Amendment. This The effectiveness of this Amendment shall become effective on the first Business Day on which each is subject to satisfaction of the following conditions is satisfiedprecedent: (a) The Administrative Agent shall have received (i) (I) from each Cashless Option Tranche B-2 Lender and (II) from Additional Tranche B-3 Term Loan Lenders having Additional Tranche B-3 Term Loan Commitments equal in principal amount to the principal amount of Existing Term Loans held by Non-Consenting Existing Tranche B-2 Term Loan Lenders and Post-Closing Option Lenders, (ii) from the Administrative Agent, and (iii) from the Borrower and Holdings, either (x) a counterpart copy of this Amendment (orincluding the Consent and Reaffirmation attached hereto), in executed by Borrower, each Loan Party and Required Lenders; (b) No Default or Event of Default shall have occurred and be continuing as of the case of such Cashless Option Tranche B-2 Lenders, a Consent to Amendment No. 4) signed on behalf of such party or (y) written evidence satisfactory to the Administrative Agent (which may include telecopy or other electronic transmission of a signed signature page of this Amendment) that such party has signed a counterpart date of this Amendment; (bc) The On a date following February 12, 2016, Borrower shall have paid to all Existing Term Loan Lenders on made (and Agent shall have received in immediately available funds) a voluntary prepayment of the Amendment No. 4 Effective Date, simultaneously with the making (or deemed making) of Tranche B-3 Term Loans under in an amount equal to $22,500,000, which $22,500,000 voluntary prepayment of the Credit Agreement, all accrued and unpaid interest on the Existing Term Loans toshall (i) be applied pro rata to the then outstanding principal amount of the Term A Loans and Term B Loans, but not includingand (ii) as to the amounts applied to the Term A Loans and Term B Loans, be applied to the Amendment No. 4 Effective Datescheduled installments thereof in the inverse order of maturity; (cd) The Administrative Agent shall have received the executed legal opinion Amendment Fee (as defined below) for the benefit of ▇▇the applicable Lenders, and Borrower shall have paid all other fees and expenses (including fees and expenses of counsel to the extent invoiced) of Agent due and payable as of the date hereof in connection with this Amendment, the Credit Agreement and the other Loan Documents; and (e) Agent shall have received evidence satisfactory to Agent that the Cash Reserve Account has been established by Borrower and has been funded with $7,500,000 in immediately available funds, and Borrower, Agent and ▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLPFargo Bank, special counsel to the Credit Parties. The Borrower, Holdings and the Administrative National Association shall (unless Agent hereby instruct such counsel to deliver such legal opinion; (d) The Borrower shall have paid (i) the Amendment No. 4 Arrangers the fees in the amounts previously agreed agree in writing to be received on the Amendment No. 4 Effective Date in its sole discretion in a post-closing letter executed between Borrower and (ii) the Administrative Agent all reasonable costs and expenses (including, without limitation the reasonable fees, charges and disbursements of ▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, counsel for the Administrative Agent and the Amendment No. 4 Arrangers) of the Administrative Agent for which invoices have been presented prior to the Amendment No. 4 Effective Date; (e) The representations and warranties set forth in Section 2 above shall be true and correct; (f) The Administrative Agent (or its counsel) shall have received (A) a certificate of each of (x) Holdings and the Borrower, dated as of the Closing Date, substantially in the form of Exhibit E to the Credit Agreement, with appropriate insertions, executed by any Authorized Officer and the Secretary or any Assistant Secretary of Holdings and the Borrower, as applicable, and attaching the documents referred to in the following clause (B) and (B) (w) a copy of the resolutions of the board of directors or other managers of Holdings and the Borrower authorizing (I) the execution, delivery, and performance effectiveness of this Amendment that such requirement shall be satisfied by Borrower on a post-closing basis on terms acceptable to Agent, which would include that failure to obtain such deposit account control agreement within the time period agreed therein (as such period may be extended by Agent in its sole discretion) would constitute an Event of Default) that such deposit account control agreement may be obtained following the effectiveness of this Amendment) have entered into a deposit account control agreement in form and any agreements relating thereto) substance satisfactory to which it is a party Agent granting Agent sole dominion and control over the performance of the obligations under the Amended Credit Agreement and (II) in the case of the Borrower, the extensions of credit contemplated hereunder, (x) the Certificate of Incorporation and By-Laws or other comparable organizational documents, as applicable, of Holdings and the Borrower, (y) signature and incumbency certificates of the Authorized Officers of Holdings and the Borrower executing the Credit Documents to which it is a party, and (z) a good standing certificate from the relevant Governmental Authority of the jurisdiction of organization of the Borrower and Holdings, dated the Amendment No. 4 Effective Date or a recent date prior thereto; and (g) The Administrative Agent shall have received a Notice of Borrowing in respect of the Tranche B-3 Term Loans in accordance with Section 2.3 of the Amended Credit AgreementCash Reserve Account.

Conditions to Effectiveness of Amendment. This Amendment shall become effective on the first Business Day date (the “First Amendment Effective Date”) on which each all of the following conditions is satisfiedprecedent have been satisfied or waived: (a) The Administrative Agent shall have received (i) (I) from a counterpart of this Amendment, executed and delivered by a duly authorized officer of each Cashless Option Tranche B-2 Lender of the Borrowers and (II) from Additional Tranche B-3 Term Loan Lenders having Additional Tranche B-3 Term Loan Commitments equal in principal amount to the principal amount of Existing Term Loans held by Non-Consenting Existing Tranche B-2 Term Loan Lenders and Post-Closing Option First Amendment Lenders, (ii) an executed Acknowledgment and Consent, in the form set forth at the end of this Amendment, from each of the Administrative AgentRequired Lenders who is not also a First Amendment Lender, the Parent, International and the US Borrower and (iii) from for the Borrower and Holdings, either (x) account of each Lender that has requested a counterpart of this Amendment (or, in the case of such Cashless Option Tranche B-2 Lenders, a Consent Note pursuant to Amendment No. 4) signed on behalf of such party or (y) written evidence satisfactory to the Administrative Agent (which may include telecopy or other electronic transmission of a signed signature page of this Amendment) that such party has signed a counterpart of this Amendment; (b) The Borrower shall have paid to all Existing Term Loan Lenders on the Amendment No. 4 Effective Date, simultaneously with the making (or deemed makingSection 4.04(e) of Tranche B-3 Term Loans under the Credit Agreement, all accrued and unpaid interest a Note with respect to its Tranche A Term Loan made on the Existing Term Loans to, but not including, First Amendment Effective Date conforming to the Amendment No. 4 Effective Date;requirements hereof and executed by a duly authorized officer of the US Borrower. (cb) The Administrative Agent shall have received opinions, addressed to the executed legal opinion Administrative Agent and each of the First Amendment Lenders and dated the First Amendment Effective Date from (i) ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, special New York counsel to the Credit Parties. The Borrower, Holdings and the Administrative Agent hereby instruct such counsel to deliver such legal opinion; (d) The US Borrower shall have paid (i) the Amendment No. 4 Arrangers the fees in the amounts previously agreed in writing to be received on the Amendment No. 4 Effective Date and (ii) the Administrative Agent all reasonable costs and expenses (including, without limitation the reasonable fees, charges and disbursements of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ & . ▇▇▇▇▇▇▇ LLP, counsel for General Counsel of the Company, each in form and substance reasonably satisfactory to the Administrative Agent and the Amendment No. 4 Arrangers) of the Administrative Agent for which invoices have been presented prior to the Amendment No. 4 Effective Date;its counsel. (e) The representations and warranties set forth in Section 2 above shall be true and correct; (f) The Administrative Agent (or its counsel) shall have received (A) a certificate of each of (x) Holdings and the Borrower, dated as of the Closing Date, substantially in the form of Exhibit E to the Credit Agreement, with appropriate insertions, executed by any Authorized Officer and the Secretary or any Assistant Secretary of Holdings and the Borrower, as applicable, and attaching the documents referred to in the following clause (B) and (B) (w) a copy of the resolutions of the board of directors or other managers of Holdings and the Borrower authorizing (I) the execution, delivery, and performance of this Amendment (and any agreements relating thereto) to which it is a party and the performance of the obligations under the Amended Credit Agreement and (II) in the case of the Borrower, the extensions of credit contemplated hereunder, (x) the Certificate of Incorporation and By-Laws or other comparable organizational documents, as applicable, of Holdings and the Borrower, (y) signature and incumbency certificates of the Authorized Officers of Holdings and the Borrower executing the Credit Documents to which it is a party, and (z) a good standing certificate from the relevant Governmental Authority of the jurisdiction of organization of the Borrower and Holdings, dated the Amendment No. 4 Effective Date or a recent date prior thereto; and (gc) The Administrative Agent shall have received a Notice of Borrowing in respect certificate of the Tranche B-3 Term Loans in accordance with Section 2.3 US Borrower, dated the First Amendment Effective Date, as to (i) the adoption of resolutions of the Amended Board of Directors of the US Borrower authorizing (A) the execution, delivery and performance of this Amendment and (B) the borrowing contemplated hereunder, (ii) the incumbency and true signature of the officers of the US Borrower executing this Amendment and any Notes issued hereunder and (iii) the certificate of incorporation and by-laws of the US Borrower, which certificate shall be reasonably satisfactory in form and substance to the Administrative Agent and its counsel and executed by the secretary or any assistant secretary or a legal representative of such US Borrower. (d) The Administrative Agent shall have received a certificate, dated the First Amendment Effective Date and signed by a Responsible Officer of the US Borrower, confirming compliance with the conditions set forth in paragraphs (a), (b) and (c) of Section 6.02 of the Credit Agreement. (e) The Administrative Agent, ▇.▇. ▇▇▇▇▇▇ Securities Inc. and the Lenders shall have received all fees and other amounts earned, due and payable on or prior to the First Amendment Effective Date, including, to the extent invoiced, reimbursement or payment of all reasonable out-of-pocket expenses required to be reimbursed or paid by the US Borrower hereunder. (f) The Administrative Agent shall have received a Tranche A Borrowing Request from the US Borrower, requesting a Tranche A Term Borrowing to be made on the First Amendment Effective Date.

Conditions to Effectiveness of Amendment. This Amendment shall become effective on as of the first Business Day on which date when, and only when, each of the following conditions is satisfied:precedent shall have been satisfied or waived in writing by Agent (the effective date of this Amendment, the “Effective Date”): (a) The Administrative Agent shall have received (i) (I) from each Cashless Option Tranche B-2 Lender and (II) from Additional Tranche B-3 Term Loan Lenders having Additional Tranche B-3 Term Loan Commitments equal in principal amount counterparts to the principal amount of Existing Term Loans held this Amendment, duly executed by Non-Consenting Existing Tranche B-2 Term Loan Agent, Lenders and Post-Closing Option Lenders, (ii) from the Administrative Agent, and (iii) from the Borrower and Holdings, either (x) a counterpart of this Amendment (or, in the case of such Cashless Option Tranche B-2 Lenders, a Consent to Amendment No. 4) signed on behalf of such party or (y) written evidence satisfactory to the Administrative Agent (which may include telecopy or other electronic transmission of a signed signature page of this Amendment) that such party has signed a counterpart of this Amendment;Obligors. (b) The Borrower shall have paid to all Existing Term Loan Lenders on the Amendment No. 4 Effective Date, simultaneously with the making (or deemed making) of Tranche B-3 Term Loans under the Credit Agreement, all accrued and unpaid interest on the Existing Term Loans to, but not including, the Amendment No. 4 Effective Date; (c) The Administrative Agent shall have received the executed legal opinion of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, special counsel to the Credit Parties. The Borrower, Holdings and the Administrative Agent hereby instruct such counsel to deliver such legal opinion; (d) The Borrower shall have paid (i) the Amendment No. 4 Arrangers the fees in the amounts previously agreed in writing to be received on the Amendment No. 4 Effective Date and (ii) the Administrative Agent all reasonable costs and expenses (including, without limitation the reasonable fees, charges and disbursements of ▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, counsel for the Administrative Agent and the Amendment No. 4 Arrangers) of the Administrative Agent for which invoices have been presented prior to the Amendment No. 4 Effective Date; (e) The representations and warranties set forth in Section 2 above shall be true and correct; (f) The Administrative Agent (or its counsel) shall have received (A) a certificate of each of (x) Holdings and the Borrower, dated as of the Closing Date, substantially in the form of Exhibit E to the Credit Agreement, with appropriate insertions, executed by any Authorized Officer and the Secretary or any Assistant Secretary of Holdings and the Borrower, as applicable, and attaching the documents referred to in the following clause (B) and (B) (w) a copy of the resolutions of the board of directors or other managers of Holdings and the Borrower authorizing (I) the execution, delivery, and performance of this Amendment (and any agreements relating thereto) to which it is a party and the performance of the obligations under the Amended Credit Agreement and (II) in the case of the Borrower, the extensions of credit contemplated hereunder, (x) the Certificate of Incorporation and By-Laws or other comparable organizational documents, as applicable, of Holdings and the Borrower, (y) signature and incumbency certificates of the Authorized Officers of Holdings and the Borrower executing the Credit Documents to which it is a party, and (z) a good standing certificate from the relevant Governmental Authority of the jurisdiction of organization of the Borrower and Holdings, dated the Amendment No. 4 Effective Date or a recent date prior thereto; and (g) The Administrative Agent shall have received a Notice true and accurate copy of Borrowing in respect an effective amendment to the Permitted Term Debt Agreement that (i) provides that Obligors shall not be obligated to comply with Section 7.23 of the Tranche B-3 Permitted Term Loans in accordance with Debt Agreement for any period ending after September 30, 2013 and (ii) amends Section 2.3 7.24 of the Amended Credit Permitted Term Debt Agreement in a manner reasonably satisfactory to Agent. (c) As soon as practicable but in any event no later than 15 days after the Effective Date, SI UK shall have executed and delivered to Agent all documents reasonably requested by Agent to enable Agent to obtain and maintain a perfected fixed charge over SI UK’s Dominion Accounts in the United Kingdom. (d) Borrowers shall have paid to Agent, for the account of each Lender (including Bank of America, N.A., in its capacity as a Lender) that executes and delivers to Agent by 3:00 p.m. New York City time on November 8, 2013 a counterpart to this Amendment (each such Lender, an “Approving Lender”), an amendment fee in an amount equal to ten (10) basis points multiplied by such Approving Lender’s Commitment. (e) Borrowers shall have paid all other fees and amounts due and payable to Agent and its legal counsel in connection with the Loan Agreement., this Amendment and the other Loan Documents, including, (i) the fees payable pursuant to that certain Amendment Fee Letter dated as of November 8, 2013 between Borrowers and Agent, and

Conditions to Effectiveness of Amendment. This Amendment shall become effective on upon the first Business Day on earliest date as of which each all of the following conditions is satisfied:have occurred (such date, which occurred on May 28, 2009, the “Second Amendment Effective Date”): (a) The the Administrative Agent (or its counsel) shall have received counterparts of this Amendment executed by Holdings, the Borrower, the Canadian Borrower, the Subsidiary Guarantors, Lenders collectively constituting Required Lenders, including in any event and without limitation, each of the Continuing Revolving Credit Lenders and each of the Additional Revolving Credit Lenders, (b) the Administrative Agent shall have received (i) (I) from for the account of each Cashless Option Tranche B-2 Lender and (II) from Additional Tranche B-3 Term Loan Lenders having Additional Tranche B-3 Term Loan Commitments equal in principal amount Lender that transmits its executed counterpart of this Amendment, indicating its consent hereto, to the Administrative Agent on or prior to 5:00 PM (New York City time) on May 26, 2009, an amendment fee in an amount equal to 0.10% of the aggregate outstanding principal amount of Existing the Term Loans held by Non-Consenting Existing Tranche B-2 Term Loan Lenders such Lender as of the Second Amendment Effective Date and Post-Closing Option Lenders, (ii) from for the Administrative Agent, account of each Continuing Revolving Credit Lender and (iii) from the Borrower and Holdings, either (x) a Additional Revolving Credit Lender that transmits its executed counterpart of this Amendment (orAmendment, in the case of such Cashless Option Tranche B-2 Lendersindicating its consent hereto, a Consent to Amendment No. 4) signed on behalf of such party or (y) written evidence satisfactory to the Administrative Agent on or prior to 5:00 PM (which may include telecopy or other electronic transmission New York City time) on May 26, 2009, an extension fee in an amount equal to 1.75% of a signed signature page the aggregate principal amount of this Amendment) that the Revolving Credit Commitments held by such party has signed a counterpart Lender as of this Amendment; (b) The Borrower shall have paid to all Existing Term Loan Lenders the Second Amendment Effective Date as set forth on the Amendment No. 4 Effective Date, simultaneously with the making (or deemed making) of Tranche B-3 Term Loans under the Credit Agreement, all accrued and unpaid interest on the Existing Term Loans to, but not including, the Amendment No. 4 Effective Date; Schedule 1 hereto; (c) The the Administrative Agent shall have received a certificate from each Credit Party, together with any appropriate insertions and attachments thereto, in form and substance substantially consistent (to the extent applicable) with that delivered by such Credit Party in connection with the First Amendment or otherwise reasonably acceptable to the Administrative Agent; (d) the Administrative Agent shall have received the executed legal opinion opinions of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, special New York counsel to the Credit Parties. The Borrower, Holdings and the Administrative Agent hereby instruct such counsel to deliver such legal opinion; (d) The Borrower shall have paid (i) the Amendment No. 4 Arrangers the fees in the amounts previously agreed in writing to be received on the Amendment No. 4 Effective Date and (ii) the Administrative Agent all reasonable costs and expenses (including, without limitation the reasonable fees, charges and disbursements of ▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, counsel for the Administrative Agent and the Amendment No. 4 Arrangers) of the Administrative Agent for which invoices have been presented prior to the Amendment No. 4 Effective Date; (e) The representations and warranties set forth in Section 2 above shall be true and correct; (f) The Administrative Agent (or its counsel) shall have received (A) a certificate of each of (x) Holdings and the Borrower, dated as of the Closing Date, substantially in the form of Exhibit E A-1 hereto; and (e) all reasonable costs and expenses of the Administrative Agent and the Lenders required to be paid or reimbursed by the Borrower or Canadian Borrower pursuant to Section 13.5 of the Credit Agreement or incurred in connection with this Amendment for which the Borrower or Canadian Borrower has received an invoice on or before the date hereof shall have been paid (including the reasonable fees, expenses and disbursements of legal counsel to the Credit Agreement, with appropriate insertions, executed by any Authorized Officer and the Secretary or any Assistant Secretary of Holdings and the Borrower, as applicable, and attaching the documents referred to in the following clause (B) and (B) (w) a copy of the resolutions of the board of directors or other managers of Holdings and the Borrower authorizing (I) the execution, delivery, and performance of this Amendment (and any agreements relating thereto) to which it is a party and the performance of the obligations under the Amended Credit Agreement and (II) in the case of the Borrower, the extensions of credit contemplated hereunder, (x) the Certificate of Incorporation and By-Laws or other comparable organizational documents, as applicable, of Holdings and the Borrower, (y) signature and incumbency certificates of the Authorized Officers of Holdings and the Borrower executing the Credit Documents to which it is a party, and (z) a good standing certificate from the relevant Governmental Authority of the jurisdiction of organization of the Borrower and Holdings, dated the Amendment No. 4 Effective Date or a recent date prior thereto; and (g) The Administrative Agent shall have received a Notice of Borrowing in respect of the Tranche B-3 Term Loans in accordance with Section 2.3 of the Amended Credit AgreementAgent).

Conditions to Effectiveness of Amendment. This Section 3 of this Amendment shall become effective on as of the first Business Day date (the “First Amendment Effective Date”) on which each of the following conditions is satisfiedhave been satisfied or waived: (a) The Administrative Agent (or its counsel) shall have received (i) (I) from a duly executed and completed counterpart hereof that bears the signature of the Borrower and each Cashless Option Tranche B-2 Lender and (II) from Additional Tranche B-3 Term other Loan Lenders having Additional Tranche B-3 Term Loan Commitments equal in principal amount to the principal amount of Existing Term Loans held by Non-Consenting Existing Tranche B-2 Term Loan Lenders and Post-Closing Option LendersParty, (ii) from a duly executed and completed counterpart hereof that bears the signature of the Administrative Agent, Agent and (iii) from a duly executed and completed counterpart hereof that bears the Borrower and Holdings, either (x) a counterpart signature of this Amendment (or, in each of the case of such Cashless Option Tranche B-2 Lenders, a Consent to Amendment No. 4) signed on behalf of such party or (y) written evidence satisfactory to the Administrative Agent (which may include telecopy or other electronic transmission of a signed signature page of this Amendment) that such party has signed a counterpart of this AmendmentSupplemental Term Lenders and each Issuing Bank; (b) The Borrower Administrative Agent shall have paid to all Existing Term received an Acknowledgment and Confirmation in the form of Annex I hereto from an authorized officer of each Loan Lenders on the Amendment No. 4 Effective Date, simultaneously with the making (or deemed making) of Tranche B-3 Term Loans under the Credit Agreement, all accrued and unpaid interest on the Existing Term Loans to, but not including, the Amendment No. 4 Effective DateParty; (c) The Administrative Agent shall have received (i) reimbursement of reasonable and documented out of pocket expenses (to the extent invoiced no later than three Business Days prior to the First Amendment Effective Date) in connection with this Amendment and the other transactions contemplated hereby in accordance with Section 9.03 of the Credit Agreement, (ii) on behalf of itself, BMO Capital Markets Corp., as lead arranger, and each Lender consenting to this Amendment, the fees owed to it, BMO Capital Markets Corp. and/or such Lender pursuant to that certain mandate letter, dated as of August 24, 2018, between the Borrower and BMO Capital Markets Corp. and (iii) on behalf of each Lender, all accrued interest on outstanding Loans on the First Amendment Effective Date and, if such Lender is a Revolving Lender, all commitment fees and participation fees payable under Section 2.12 of the Credit Agreement, whether or not any such amounts are then due and payable; (d) No Event of Default or Default shall have occurred and be continuing both before and after giving effect to the transactions contemplated by this Amendment, including the funding of the Supplemental Term Loans; (e) The Administrative Agent shall have received a certificate signed by a Responsible Officer of the Borrower, certifying on behalf of the Borrower that, (i) after giving effect to this Amendment, to the Supplemental Revolving Commitments, to the Supplemental Term Loans (assuming such Supplemental Term Loans have been fully funded on the First Amendment Effective Date) and to any other Loans or other extensions of credit to be made to the Borrower on the First Amendment Effective Date, the representations and warranties set forth in the Amended Credit Agreement and the other Loan Documents are true and correct in all material respects (or, to the extent such representations and warranties are qualified by materiality, in all respects) on and as of the First Amendment Effective Date (except to the extent such representation and warranty speaks to an earlier date, in which case such representation and warranty is true and correct in all material respects (or, to the extent such representations and warranties are qualified by materiality, in all respects) on and as of such earlier date), and (ii) no Default or Event of Default has occurred and is continuing on the First Amendment Effective Date both before and after giving effect to this Amendment, to the Supplemental Revolving Commitments, to the Supplemental Term Loans (assuming such Supplemental Term Loans have been fully funded on the First Amendment Effective Date) and to any other Loans or extensions of credit to be made to the Borrower on the First Amendment Effective Date; (f) The Administrative Agent shall have received a certificate of each Loan Party, dated as of the First Amendment Effective Date, in form and substance reasonably acceptable to the Administrative Agent, executed by any Responsible Officer of such Loan Party, and including or attaching a copy of (i) each Organizational Document of each Loan Party, certified, to the extent applicable, as of a recent date by the applicable Governmental Authority, (ii) signature and incumbency certificates of the Responsible Officers of each Loan Party executing this Amendment, (iii) resolutions of the Board of Directors and/or similar governing bodies of each Loan Party approving and authorizing the execution, delivery and performance of this Amendment and the Loan Documents to which it is a party, in each case, certified as of the First Amendment Effective Date by its secretary, an assistant secretary or a Responsible Officer as being in full force and effect without modification or amendment, and (iv) a good standing certificate (to the extent such concept exists) from the applicable Governmental Authority of each Loan Party’s jurisdiction of incorporation, organization or formation, as applicable; (g) The Administrative Agent shall have received a certificate of the chief financial officer or treasurer (or other comparable officer) of Holdings certifying the solvency, after giving effect to this Amendment and assuming the Supplemental Term Loans have been fully funded on the First Amendment Effective Date, of Holdings and its Subsidiaries on a consolidated basis in substantially the form of Exhibit E to the Amended Credit Agreement; (h) The Administrative Agent shall have received the executed legal opinion (addressed to the Administrative Agent, the Lenders and the Issuing Banks and dated the First Amendment Effective Date) of ▇▇▇(i) ▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, special New York counsel to the Credit Loan Parties. The Borrower, Holdings and the Administrative Agent hereby instruct such counsel to deliver such legal opinion; (d) The Borrower shall have paid (i) the Amendment No. 4 Arrangers the fees in the amounts previously agreed in writing to be received on the Amendment No. 4 Effective Date and (ii) the Administrative Agent all reasonable costs and expenses (including, without limitation the reasonable fees, charges and disbursements of ▇▇▇▇▇▇ , ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ ▇, LLP, Georgia counsel for to the Loan Parties, in each case, in form and substance reasonably satisfactory to the Administrative Agent and the Amendment No. 4 Arrangers) of the Administrative Agent for which invoices have been presented prior to the Amendment No. 4 Effective DateAgent; (e) The representations and warranties set forth in Section 2 above shall be true and correct; (f) The Administrative Agent (or its counsel) shall have received (A) a certificate of each of (x) Holdings and the Borrower, dated as of the Closing Date, substantially in the form of Exhibit E to the Credit Agreement, with appropriate insertions, executed by any Authorized Officer and the Secretary or any Assistant Secretary of Holdings and the Borrower, as applicable, and attaching the documents referred to in the following clause (B) and (B) (w) a copy of the resolutions of the board of directors or other managers of Holdings and the Borrower authorizing (I) the execution, delivery, and performance of this Amendment (and any agreements relating thereto) to which it is a party and the performance of the obligations under the Amended Credit Agreement and (II) in the case of the Borrower, the extensions of credit contemplated hereunder, (x) the Certificate of Incorporation and By-Laws or other comparable organizational documents, as applicable, of Holdings and the Borrower, (y) signature and incumbency certificates of the Authorized Officers of Holdings and the Borrower executing the Credit Documents to which it is a party, and (z) a good standing certificate from the relevant Governmental Authority of the jurisdiction of organization of the Borrower and Holdings, dated the Amendment No. 4 Effective Date or a recent date prior thereto; and (gi) The Administrative Agent shall have received a Notice of Borrowing at least two (2) Business Days prior to the First Amendment Effective Date all documentation and other information about the Loan Parties as shall have been reasonably requested in respect of writing at least five (5) Business Days prior to the Tranche B-3 First Amendment Effective Date by the Administrative Agent required by regulatory authorities under applicable Anti-Money Laundering Laws, including the USA PATRIOT Act and other “know your customer” rules and regulations; and (j) After giving effect to this Amendment, to the Supplemental Revolving Commitments and to the Supplemental Term Loans (assuming such Supplemental Term Loans have been fully funded on the First Amendment Effective Date) and any other Loans or credit extensions to be made to the Borrower on the First Amendment Effective Date, the Borrower is in accordance pro forma compliance with the financial covenant set forth in Section 2.3 6.10 of the Amended Credit AgreementAgreement as of the last day of the most recent Test Period.

Conditions to Effectiveness of Amendment. This Amendment shall become effective on when the first Business Day on which Lender shall have received (i) counterparts of this Amendment duly executed by each of the following conditions Loan Parties; (ii) the Third Amended and Restated Revolver Note, dated as of the date of this Amendment, in substantially the form attached hereto as Exhibit A, executed by the Borrower; (iii) certified copy of the resolutions of the Board of Directors of the Borrower and each of the Guarantors, evidencing approval of this Amendment and the other documents and matters contemplated hereby, (iv) a signed copy of a certificate of an officer of the Borrower and each of the Guarantors who shall certify the names of the officers of the Borrower and the respective Guarantors authorized to sign this Amendment and the other documents or certificates to be delivered pursuant to this Amendment by the Borrower, each of the Guarantors, or any of its respective officers, together with the true signatures of such officers and (v) a certificate, in substantially the form attached hereto as Exhibit B, signed by the President, Vice President or by any other duly authorized officer of the Borrower, solely in such corporate capacity, stating that, based on an examination which in the opinion of the signer is satisfiedsufficient to enable him to make an informed statement, to the best of his knowledge: (a) The Administrative Agent shall have received (i) (I) from each Cashless Option Tranche B-2 Lender representations and (II) from Additional Tranche B-3 Term Loan Lenders having Additional Tranche B-3 Term Loan Commitments equal warranties contained in principal amount to Section 4.01 of the principal amount Agreement are correct on and as of Existing Term Loans held by Non-Consenting Existing Tranche B-2 Term Loan Lenders and Post-Closing Option Lenders, (ii) from the Administrative Agent, and (iii) from the Borrower and Holdings, either (x) a counterpart date of this Amendment (or, in the case as though made on and as of such Cashless Option Tranche B-2 Lenders, a Consent to Amendment No. 4) signed on behalf of such party or (y) written evidence satisfactory date except to the Administrative Agent (which may include telecopy or other electronic transmission of a signed signature page of this Amendment) extent that such party has signed a counterpart of this Amendment;representations and warranties specifically relate to an earlier date or are affected by the transaction contemplated under the Agreement as amended hereby; and (b) The Borrower shall have paid to all Existing Term Loan Lenders on the Amendment No. 4 Effective DateNo event has occurred and is continuing or would result from this Amendment, simultaneously with the making (which constitutes an Event of Default or deemed making) would constitute an Event of Tranche B-3 Term Loans under the Credit Agreement, all accrued and unpaid interest on the Existing Term Loans to, Default but not including, the Amendment No. 4 Effective Date; (c) The Administrative Agent shall have received the executed legal opinion of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, special counsel to the Credit Parties. The Borrower, Holdings and the Administrative Agent hereby instruct such counsel to deliver such legal opinion; (d) The Borrower shall have paid (i) the Amendment No. 4 Arrangers the fees in the amounts previously agreed in writing to be received on the Amendment No. 4 Effective Date and (ii) the Administrative Agent all reasonable costs and expenses (including, without limitation the reasonable fees, charges and disbursements of ▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, counsel for the Administrative Agent and the Amendment No. 4 Arrangers) of the Administrative Agent for which invoices have been presented prior to the Amendment No. 4 Effective Date; (e) The representations and warranties set forth in Section 2 above shall requirement that notice be true and correct; (f) The Administrative Agent (given or its counsel) shall have received (A) a certificate of each of (x) Holdings and the Borrower, dated as of the Closing Date, substantially in the form of Exhibit E to the Credit Agreement, with appropriate insertions, executed by any Authorized Officer and the Secretary time elapse or any Assistant Secretary of Holdings and the Borrower, as applicable, and attaching the documents referred to in the following clause (B) and (B) (w) a copy of the resolutions of the board of directors or other managers of Holdings and the Borrower authorizing (I) the execution, delivery, and performance of this Amendment (and any agreements relating thereto) to which it is a party and the performance of the obligations under the Amended Credit Agreement and (II) in the case of the Borrower, the extensions of credit contemplated hereunder, (x) the Certificate of Incorporation and By-Laws or other comparable organizational documents, as applicable, of Holdings and the Borrower, (y) signature and incumbency certificates of the Authorized Officers of Holdings and the Borrower executing the Credit Documents to which it is a party, and (z) a good standing certificate from the relevant Governmental Authority of the jurisdiction of organization of the Borrower and Holdings, dated the Amendment No. 4 Effective Date or a recent date prior theretoboth; and (gix) The Administrative Agent shall have received a Notice of Borrowing in respect payment by the Borrower of the Tranche B-3 Term Loans fees and costs, including attorneys’ fees and expenses, incurred in accordance connection with Section 2.3 of this Amendment and the Amended Credit Agreementother documents and matters contemplated hereby, and all fees and costs still outstanding which were incurred in connection with the Agreement and the other Loan Documents.

Conditions to Effectiveness of Amendment. This Amendment shall become effective on the first Business Day on which each of the following conditions is satisfied: (a) The Administrative Agent shall have received (i) (I) from each Cashless Option Lender with a Tranche B-2 Lender B-1 Exchange Commitment and (II) from Additional Tranche B-3 Term Loan Lenders having Additional Tranche B-3 Term Loan Commitments equal in principal amount to the principal amount of Existing Term Loans held by Non-Consenting Existing Tranche B-2 Term Loan Lenders and each Post-Closing Option LendersLender, (ii) from the Administrative Agent, Agent and (iii) from the Borrower and Holdingseach Subsidiary Guarantor, either (x) a counterpart of this Amendment (or, in the case of such Cashless Option Tranche B-2 Lenders, a Consent to Amendment No. 4) signed on behalf of such party (or a Consent) or (y) written evidence satisfactory to the Administrative Agent (which may include telecopy or other electronic transmission of a signed signature page of this Amendment) that such party has signed a counterpart of this Amendment;Amendment (or a Consent). (b) The Administrative Agent shall have received from each Additional Tranche B-1 Lender an executed counterpart to the applicable Joinder Agreement. The aggregate amount of Additional Tranche B-1 Commitments and Tranche B-1 Exchange Commitments shall equal the aggregate principal amount of Tranche B Loans outstanding immediately prior to the effectiveness of this Amendment. (c) The Borrower shall have paid to all Existing Term Loan Lenders on the Administrative Agent, for the ratable account of each Lender immediately prior to the effectiveness of this Amendment, a payment equal to 1% of the aggregate principal amount of Loans outstanding immediately prior to the Amendment No. 4 1 Effective Date, whether or not such Lender becomes a Tranche B-1 Lender. (d) The Borrower shall have paid to the Administrative Agent, for the ratable account of each Lender immediately prior to the effectiveness of this Amendment, simultaneously with the making (or deemed making) of Tranche B-3 Term B-1 Loans under the Credit Term Loan Agreement, all accrued and unpaid interest on the Existing Term their Tranche B Loans to, but not including, the Amendment No. 4 1 Effective Date;. (ce) The Administrative Agent shall have received a customary written opinion (addressed to the executed legal opinion Administrative Agent and the Lenders and dated the Amendment No. 1 Effective Date) of ▇▇▇▇▇▇▇ , Weiss, Rifkind, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, special New York counsel to for the Credit Parties, in form and substance reasonably satisfactory to the Administrative Agent. The Borrower, Holdings and the Administrative Agent Borrower hereby instruct requests such counsel to deliver such legal opinion;opinions. (df) The Borrower shall have paid to (i) the Amendment No. 4 Co-Lead Arrangers the fees in the amounts previously agreed in writing to be received on the Amendment No. 4 1 Effective Date and (ii) the Administrative Agent all reasonable documented out-of-pocket costs and expenses of the Administrative Agent (including, without limitation the reasonable fees, charges and disbursements of ▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, counsel for the Administrative Agent and the Amendment No. 4 ArrangersAgent) payable pursuant to Section 9.05 of the Administrative Agent Term Loan Agreement for which invoices have been presented at least three Business Days prior to the Amendment No. 4 1 Effective Date;. (eg) The representations At the time of and warranties set forth in Section 2 above immediately after giving effect to this Amendment no Default or Event of Default shall have occurred and be true and correct;continuing. (fh) The Administrative Agent (or its counsel) shall have received (A) a certificate of each of (x) Holdings and the Borrower, dated as of the Closing Date, substantially in the form of Exhibit E to the Credit Agreement, with appropriate insertions, executed by any Authorized Officer and the Secretary or any Assistant Secretary of Holdings and the Borrower, as applicable, and attaching the documents referred to in the following clause (B) and (B) (w1) a copy of the certificate or articles of incorporation, certificate of limited partnership or certificate of formation, including all amendments thereto, of each Credit Party, in each case, certified as of a recent date by the Secretary of State (or other similar official) of the jurisdiction of its organization, and a certificate as to the good standing (to the extent such concept or a similar concept exists under the laws of such jurisdiction) of each such Credit Party as of a recent date from such Secretary of State (or other similar official); (2) a certificate of the Secretary or Assistant Secretary or similar officer of each Credit Party dated the Amendment No. 1 Effective Date and certifying: (i) that attached thereto is a true and complete copy of the by-laws (or partnership agreement, limited liability company agreement or other equivalent governing documents) of such Credit Party as in effect on the Amendment No. 1 Effective Date and at all times since a date prior to the date of the resolutions described in clause (ii) below, (ii) that attached thereto is a true and complete copy of resolutions duly adopted by the board of directors (or other managers managing general partner, managing member or equivalent) of Holdings and the Borrower such Credit Party authorizing (I) the execution, delivery, delivery and performance of this Amendment (and any agreements relating thereto) the Loan Documents to which it such Person is a party and the performance of the obligations under the Amended Credit Agreement and (II) in the case of the Borrower, the extensions of credit contemplated borrowings hereunder, (x) the Certificate of Incorporation and By-Laws that such resolutions have not been modified, rescinded or other comparable organizational documents, as applicable, of Holdings amended and the Borrower, (y) signature are in full force and incumbency certificates of the Authorized Officers of Holdings and the Borrower executing the Credit Documents to which it is a party, and (z) a good standing certificate from the relevant Governmental Authority of the jurisdiction of organization of the Borrower and Holdings, dated effect on the Amendment No. 4 1 Effective Date Date, (iii) that the certificate or articles of incorporation, certificate of limited partnership, articles of incorporation or certificate of formation of such Credit Party has not been amended since the date of the last amendment thereto disclosed pursuant to clause (1) above, (iv) 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 Credit Party, and (v) as to the absence of any pending proceeding for the dissolution or liquidation of such Credit Party; and (3) a recent date prior theretocertificate of a director or an officer as to the incumbency and specimen signature of the Secretary or Assistant Secretary or similar officer executing the certificate pursuant to clause (2) above; andprovided that the certificate of the Secretary or Assistant Secretary or similar officer of each Credit Party may, in lieu of attaching the documents required pursuant clauses (1) and (2)(i) above, certify that such documents have not been amended, modified or otherwise changed since the Funding Date. (gi) To the extent required and requested in writing by any Additional Tranche B-1 Lender at least three Business Days prior to the Amendment No. 1 Effective Date, the Administrative Agent shall have received all documentation and other information about the Credit Parties required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the USA PATRIOT Act. (j) The Administrative Agent shall have received a Notice of Borrowing in respect certificate signed by a Authorized Officer of the Tranche B-3 Term Loans in accordance with Section 2.3 Borrower certifying as to the accuracy of the Amended Credit Agreementrepresentations set forth in paragraphs (b) and (c) of Section 2 hereof.

Conditions to Effectiveness of Amendment. This Amendment shall become effective on the first Business Day on which each of the following conditions is satisfiedupon receipt by: (a) The the Lenders, the Administrative Agent shall have received and the Borrower of a counterpart signature of the other to this Amendment duly executed and delivered by each of the Lenders, the Administrative Agent and the Borrower; (b) OrbiMed Royalty & Credit Opportunities IV, LP and OrbiMed Royalty & Credit Opportunities IV Offshore, LP (together, the “Shareholders”) of: (i) an aggregate of 400,000 shares (Ithe “Shares”) from each Cashless Option Tranche B-2 Lender and of common stock of the Borrower, $0.0001 par value per share (II) from Additional Tranche B-3 Term Loan Lenders having Additional Tranche B-3 Term Loan Commitments equal in principal amount the “Common Stock”), issued pursuant to the principal amount Borrower’s registration statement (File No. 333-271276) (the “Registration Statement”) under the Securities Act of Existing Term Loans held by Non-Consenting Existing Tranche B-2 Term Loan Lenders and Post-Closing Option Lenders1933, as amended (the “Securities Act”); (ii) from a prospectus supplement, complying with Rule 424(b) under the Administrative AgentSecurities Act, relating to the offer and (iii) from sale of the Borrower Shares to the Shareholders and Holdingsfiled with the SEC prior to, either (x) a counterpart on, or within two Business Days of the date of this Amendment (orthe “Prospectus Supplement”); (iii) a copy of the executed, in irrevocable instructions from the case of such Cashless Option Tranche B-2 LendersBorrower to Computershare Trust Company, a Consent N.A. to Amendment No. 4) signed on behalf of such party or (y) written evidence satisfactory deliver the Shares to the Administrative Agent Shareholders; (which may include telecopy or other electronic transmission iv) a copy of a signed signature page good standing certificate of this Amendment) that such party has signed the Borrower, dated a counterpart date reasonably close to the date of this Amendment; (bv) The a certificate, dated as of the date of this Amendment, duly executed and delivered by the Secretary of the Borrower, as to (A) resolutions of the board of directors of the Borrower shall have paid authorizing the execution, delivery and performance of this Amendment and the transactions contemplated hereby; (B) the incumbency and signatures of the Borrower’s officers authorized to all Existing Term Loan Lenders on act with respect to this Amendment and (C) the Amendment No. 4 Effective Date, simultaneously with full force and validity of the making (or deemed making) of Tranche B-3 Term Loans under the Credit Agreement, all accrued and unpaid interest on the Existing Term Loans to, but not including, the Amendment No. 4 Effective Date; (c) The Administrative Agent shall have received the executed legal opinion of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ ▇’s certificate of incorporation and bylaws and copies thereof; (vi) an opinion, dated the date of this Amendment and addressed to the Shareholders, from K&L Gates LLP, special counsel to the Credit Parties. The Borrower, Holdings in form and the Administrative Agent hereby instruct such counsel to deliver such legal opinion; (d) The Borrower shall have paid (i) the Amendment No. 4 Arrangers the fees in the amounts previously agreed in writing to be received on the Amendment No. 4 Effective Date and (ii) the Administrative Agent all reasonable costs and expenses (including, without limitation the reasonable fees, charges and disbursements of ▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, counsel for the Administrative Agent and the Amendment No. 4 Arrangers) of the Administrative Agent for which invoices have been presented prior substance reasonably satisfactory to the Amendment No. 4 Effective Date; (e) The representations and warranties set forth in Section 2 above shall be true and correct; (f) The Administrative Agent (or its counsel) shall have received (A) a certificate of each of (x) Holdings and the Borrower, dated as of the Closing Date, substantially in the form of Exhibit E to the Credit Agreement, with appropriate insertions, executed by any Authorized Officer and the Secretary or any Assistant Secretary of Holdings and the Borrower, as applicable, and attaching the documents referred to in the following clause (B) and (B) (w) a copy of the resolutions of the board of directors or other managers of Holdings and the Borrower authorizing (I) the execution, delivery, and performance of this Amendment (and any agreements relating thereto) to which it is a party and the performance of the obligations under the Amended Credit Agreement and (II) in the case of the Borrower, the extensions of credit contemplated hereunder, (x) the Certificate of Incorporation and By-Laws or other comparable organizational documents, as applicable, of Holdings and the Borrower, (y) signature and incumbency certificates of the Authorized Officers of Holdings and the Borrower executing the Credit Documents to which it is a party, and (z) a good standing certificate from the relevant Governmental Authority of the jurisdiction of organization of the Borrower and Holdings, dated the Amendment No. 4 Effective Date or a recent date prior thereto; and (g) The Administrative Agent shall have received a Notice of Borrowing in respect of the Tranche B-3 Term Loans in accordance with Section 2.3 of the Amended Credit AgreementShareholders.

Conditions to Effectiveness of Amendment. This Amendment shall become effective on as of the first Business Day date (the “Effective Date”) on which each of the following conditions is are satisfied: (a) The Administrative Agent shall have received (i) (I) from each Cashless Option Tranche B-2 Lender and (II) from Additional Tranche B-3 Term Loan Lenders having Additional Tranche B-3 Term Loan Commitments equal in principal amount to the principal amount of Existing Term Loans held by Non-Consenting Existing Tranche B-2 Term Loan Lenders and Post-Closing Option Lenders, (ii) from the Administrative Agent, and (iii) from the Borrower and Holdings, either (x) a counterpart counterparts of this Amendment (orduly executed and delivered by the Borrower, in each Subsidiary Guarantor, the case of such Cashless Option Tranche B-2 Lenders, a Consent to Amendment No. 4) signed on behalf of such party or (y) written evidence satisfactory to the Administrative Agent (which may include telecopy or other electronic transmission of a signed signature page of this Amendment) that such party has signed a counterpart of this Amendment;Issuing Bank and each Lender. (b) The Borrower Administrative Agent shall have paid to received reimbursement for all Existing Term Loan Lenders on the Amendment No. 4 Effective Date, simultaneously of its reasonable out-of-pocket costs and expenses in accordance with the making (or deemed making) of Tranche B-3 Term Loans under the Credit Agreement, all accrued and unpaid interest on the Existing Term Loans to, but not including, the Amendment No. 4 Effective Date;Section 2.4 hereto. (c) The Administrative Agent shall have received, for its account and on account of each Lender, all fees in connection with this Amendment in accordance with any fee letter or commitment letter, between the Borrower and ING or the Borrower and any Lender. (d) The Borrower shall have paid to the Administrative Agent and the Lenders all accrued but unpaid interest as of the date hereof, calculated at the rate set forth in the Credit Agreement (for clarity, without giving effect to the Amendment). (e) The Administrative Agent shall have received a favorable written opinion (addressed to the executed legal opinion Administrative Agent and the Lenders and dated as of ▇▇▇▇▇▇▇ ▇▇the date hereof) of ▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ , LLP, special counsel for the Obligors, in form and substance reasonably acceptable to the Credit Parties. The Borrower, Holdings and the Administrative Agent and covering this Amendment and any other matter as the Administrative Agent may reasonably request (and the Borrower hereby instruct instructs such counsel to deliver such legal opinion; (d) The Borrower shall have paid (i) opinion to the Amendment No. 4 Arrangers the fees in the amounts previously agreed in writing to be received on the Amendment No. 4 Effective Date Lenders and (ii) the Administrative Agent all reasonable costs and expenses (including, without limitation the reasonable fees, charges and disbursements of ▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, counsel for the Administrative Agent and the Amendment No. 4 Arrangers) of the Administrative Agent for which invoices have been presented prior to the Amendment No. 4 Effective Date; (e) The representations and warranties set forth in Section 2 above shall be true and correct;Agent). (f) The Administrative Agent (or its counsel) shall have received received: (Ai) a certificate certificate, from the secretary of each Obligor, that there has been no change to the organizational documents of (x) Holdings and the Borrower, dated each Obligor delivered as of the Closing DateFebruary 22, substantially in the form of Exhibit E to the Credit Agreement2011, with appropriate insertions, executed by any Authorized Officer (ii) signature and the Secretary or any Assistant Secretary of Holdings and the Borrower, as applicable, and attaching the documents referred to in the following clause (B) and (B) (w) a copy incumbency certificates of the officers of such Person executing this Amendment, (iii) resolutions of the board of directors or other managers similar governing body of Holdings each Obligor approving and the Borrower authorizing (I) the execution, delivery, delivery and performance of this Amendment (and any agreements relating thereto) to which it is a party and the performance of the obligations under the Amended Credit Agreement and (II) in the case of the Borrower, the extensions of credit contemplated hereunderAmendment, (x) the Certificate of Incorporation and By-Laws or other comparable organizational documents, as applicable, of Holdings and the Borrower, (y) signature and incumbency certificates of the Authorized Officers of Holdings and the Borrower executing the Credit Documents to which it is a party, and (ziv) a good standing certificate from the relevant applicable Governmental Authority of the each Obligor’s jurisdiction of incorporation, organization of the Borrower or formation and Holdingsin each jurisdiction in which it is qualified as a foreign corporation or other entity to do business, each dated the Amendment No. 4 Effective Date or a recent date prior thereto; and to the date hereof, and (gv) The such other documents and certificates as the Administrative Agent shall have received a Notice of Borrowing in respect or its counsel may reasonably request relating to the organization, existence and good standing of the Tranche B-3 Term Loans Obligors, the authorization of this Amendment and any other legal matters relating to the Obligors, all in accordance with Section 2.3 of form and substance satisfactory to the Amended Credit AgreementAdministrative Agent and its counsel.

Conditions to Effectiveness of Amendment. This Amendment The effectiveness of the amendments set forth in Section 2 hereof shall become effective occur on the first Business Day on which each date of the satisfaction of the following conditions is satisfied:precedent (such date, the “Amendment Effective Date”): (a) The (i) the Borrowers, each other Loan Party and the Administrative Agent shall have received (i) (I) from each Cashless Option Tranche B-2 Lender executed and (II) from Additional Tranche B-3 Term Loan Lenders having Additional Tranche B-3 Term Loan Commitments equal in principal amount delivered counterparts of this Amendment to the principal amount of Existing Term Loans held by Non-Consenting Existing Tranche B-2 Term Loan Lenders and Post-Closing Option LendersAdministrative Agent, (ii) from each Exchanging Revolving Lender shall have executed and delivered to the Administrative AgentAgent a Revolving Lender Consent, and (iii) from each Additional Revolving Lender, the Borrower Representative and Holdings, either (x) a counterpart of this Amendment (or, in the case of such Cashless Option Tranche B-2 Lenders, a Consent to Amendment No. 4) signed on behalf of such party or (y) written evidence satisfactory Administrative Agent shall have executed and delivered to the Administrative Agent (which may include telecopy or other electronic transmission of a signed signature page of this Amendment) that such party has signed a counterpart of this AmendmentRevolving Credit Facility Joinder; (b) The Borrower shall have paid to all Existing Term Loan Lenders on the Amendment No. 4 Effective Date, simultaneously with the making (or deemed making) of Tranche B-3 Term Loans under the Credit Agreement, all accrued and unpaid interest on the Existing Term Loans to, but not including, the Amendment No. 4 Effective Date; (c) The Administrative Agent shall have received the executed legal opinion of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLPCollateral Documents and other documentation identified on Schedule A-1 hereto, special counsel in each case in form and substance reasonably acceptable to the Credit Parties. The Borrower, Holdings Administrative Agent; (c) each of the representations and warranties contained in Section 7 of this Amendment shall be true and correct in all material respects (and in all respects if any such representation or warranty is already qualified by materiality) on and as of the Administrative Agent hereby instruct such counsel to deliver such legal opinionAmendment Effective Date; (d) The Borrower shall have paid (i) at the time of and immediately after giving effect to this Amendment No. 4 Arrangers and the fees in the amounts previously agreed in writing to be received transactions occurring on the Amendment No. 4 Effective Date and (ii) including the Administrative Agent all reasonable costs and expenses (including, without limitation the reasonable fees, charges and disbursements of ▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, counsel for the Administrative Agent and the Amendment No. 4 Arrangers) incurrence of the Administrative Agent for which invoices have been presented prior to the Amendment No. 4 Effective DateIncremental Revolving Facility), no Default or Event of Default exists; (e) The representations and warranties set forth in Section 2 above shall be true and correct; (f) The Administrative Agent (or its counsel) shall have received (A) a certificate of each of (x) Holdings and the Borrower, dated as of the Closing Date, substantially in the form of Exhibit E to the Credit Agreement, with appropriate insertions, executed by any Authorized Officer and the Secretary or any Assistant Secretary of Holdings and the Borrower, as applicable, and attaching the documents referred to in the following clause (B) and (B) (w) a copy of the resolutions of the board of directors or other managers of Holdings and the Borrower authorizing (I) the execution, delivery, and performance of this Amendment (and any agreements relating thereto) to which it is a party and the performance of the obligations under the Amended Credit Agreement and (II) in the case of the Borrower, the extensions of credit contemplated hereunder, (x) the Certificate of Incorporation and By-Laws or other comparable organizational documents, as applicable, of Holdings and the Borrower, (y) signature and incumbency certificates of the Authorized Officers of Holdings and the Borrower executing the Credit Documents to which it is a party, and (z) a good standing certificate from the relevant Governmental Authority of the jurisdiction of organization of the Borrower and Holdings, dated the Amendment No. 4 Effective Date or a recent date prior thereto; and (g) The Administrative Agent shall have received a Notice of Borrowing certificate, in respect form and substance reasonably acceptable to the Administrative Agent, dated the Amendment Effective Date and signed by a Responsible Officer of the Tranche B-3 Term Loans Borrower Representative (i) confirming compliance with the conditions set forth in accordance with Sections 5(c) and 5(d) hereof, (ii) certifying that the Incremental Revolving Commitments incurred hereunder are permitted to be incurred pursuant to clause (z) of Section 2.3 2.14(a) of the Amended Existing Credit Agreement.Agreement and setting forth the information and computations (in sufficient detail) required in order to establish pro forma compliance with the requirements of such clause, (iii) certifying that Orion Engineered Carbons Holdco S.A.S. (“Carbons Holdco”) and

Conditions to Effectiveness of Amendment. This Amendment (other than with respect to Section 3.1) shall become effective on the first Business Day date (the “Amendment Effective Date”) on which each of the following conditions is satisfiedare satisfied or waived: (a) The Administrative Agent (or its counsel) shall have received (i) (I) from each Cashless Option Tranche B-2 Lender and (II) from Additional Tranche B-3 Term Loan Lenders having Additional Tranche B-3 Term Loan Commitments equal in principal amount to the principal amount of Existing Term Loans held by Non-Consenting Existing Tranche B-2 Term Loan Lenders and Post-Closing Option Lenders, (ii) from the Administrative Agent, the L/C Issuer, the Swingline Lender, the Borrower, Holdings and (iii) from Lenders constituting the Borrower and Holdings, Required Lenders either (xi) a counterpart of this Amendment (or, in the case of such Cashless Option Tranche B-2 Lenders, a Consent to Amendment No. 4) signed on behalf of such party or (yii) written evidence satisfactory to the Administrative Agent (which may include telecopy or other electronic transmission of a signed signature page of this Amendment) that such party has signed a counterpart of this Amendment;. (b) The Borrower Administrative Agent shall have paid received the net cash proceeds (the “Notes Proceeds”) from the incurrence of at least $1.5 billion of February 2013 First Lien Notes, to all Existing be applied to repay Term Loan Lenders Loans as follows: (i) first, to repay the aggregate principal amounts of Term B-1 Loans, Term B-2 Loans and Term B-3 Loans held by each Consenting Lender (other than a Defaulting Lender) on the Amendment No. 4 Effective Date which such Consenting Lender has elected to be repaid at par as set forth on such Lender’s Consent Form (as defined below); (ii) second, to the repayment of the aggregate principal amounts of Term B-5 Loans and Term B-6 Loans (such Lender’s “B5/B6 Submitted Amount”) held by each Consenting Lender (other than a Defaulting Lender) on the Amendment Effective Date which such Consenting Lender has elected to be repaid at par as set forth on such Lender’s Consent Form; provided that, if the aggregate B5/B6 Submitted Amount of all Consenting Lenders exceeds the lesser of (x) 20% of the outstanding principal amount of all Term B5 Loans and Term B-6 Loans on the Amendment Effective Date and (y) the amount of Notes Proceeds remaining after the application of the repayments pursuant to clause (i) above, the Borrower shall repay portions of the B5/B6 Submitted Amount on a ratable basis among such Consenting Lenders up to such lesser amount; and (iii) third, to repay Term Loans elected to be repaid by the Borrower on the Amendment Effective Date, simultaneously with the making (or deemed making) of Tranche B-3 Term Loans under the Credit Agreement, all accrued and unpaid interest on the Existing Term Loans to, but not including, the Amendment No. 4 Effective Date;. (c) The Administrative Agent shall have received from the executed legal opinion Borrower a consent fee payable for the account of each Consenting Lender (other than a Defaulting Lender) holding outstanding Revolving Facility Commitments or Term B-4 Loans as of the Amendment Effective Date equal to 0.10% of the sum of (x) the aggregate principal amount of Term B-4 Loans, if any, held by such Lender as of the Amendment Effective Date with respect to which a consent was delivered and (y) the aggregate amount of the Revolving Facility Commitments, if any, of such Lender as of the Amendment Effective Date with respect to which a consent was delivered. (d) The Administrative Agent shall have received all fees payable thereto on or prior to the Amendment Effective Date and, to the extent invoiced, all other amounts due and payable pursuant to the Loan Documents on or prior to the Amendment Effective Date, including, to the extent invoiced, reimbursement or payment of all reasonable and documented out-of-pocket expenses (including reasonable fees, charges and disbursements of ▇▇▇▇▇▇, ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP) required to be reimbursed or paid by the Loan Parties hereunder or under any Loan Document. (e) A reaffirmation agreement substantially in the form previously delivered under the Credit Agreement shall have been executed and delivered by each party thereto. (f) The Administrative Agent shall have received, on behalf of itself, the Lenders and the L/C Issuer on the Amendment Effective Date, a written opinion of (i) ▇▇▇▇, Weiss, Rifkind, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, special LLP or other counsel reasonably acceptable to the Credit Administrative Agent, as counsel for the Loan Parties. The Borrower, Holdings and (ii) each local counsel specified on Schedule 1 or other counsel reasonably acceptable to the Administrative Agent, in each case (a) dated the Amendment Effective Date, (b) addressed to the Administrative Agent, the Lenders and the L/C Issuer on the Amendment Effective Date and (c) in form and substance reasonably satisfactory to the Administrative Agent Agent. Each Loan Party hereby instruct such instructs its counsel to deliver such legal opinion;opinions. (dg) The Borrower shall have paid (i) received applicable regulatory approval for effectiveness of the Amendment No. 4 Arrangers (other than with respect to the fees in the amounts previously agreed in writing Extended Maturity Revolving Facility Commitments to be received on the Amendment No. 4 Effective Date and (iiestablished pursuant to Section 3.1 hereof) the Administrative Agent all reasonable costs and expenses (including, without limitation the reasonable fees, charges and disbursements of ▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, counsel for the Administrative Agent and the Amendment No. 4 Arrangers) offering of the Administrative Agent for which invoices have been presented prior to the Amendment No. 4 Effective Date; (e) The representations and warranties set forth in Section 2 above shall be true and correct; (f) The Administrative Agent (or its counsel) shall have received (A) a certificate of each of (x) Holdings and the Borrower, dated as of the Closing Date, substantially in the form of Exhibit E to the Credit Agreement, with appropriate insertions, executed by any Authorized Officer and the Secretary or any Assistant Secretary of Holdings and the Borrower, as applicable, and attaching the documents referred to in the following clause (B) and (B) (w) a copy of the resolutions of the board of directors or other managers of Holdings and the Borrower authorizing (I) the execution, delivery, and performance of this Amendment (and any agreements relating thereto) to which it is a party and the performance of the obligations under the Amended Credit Agreement and (II) in the case of the Borrower, the extensions of credit contemplated hereunder, (x) the Certificate of Incorporation and By-Laws or other comparable organizational documents, as applicable, of Holdings and the Borrower, (y) signature and incumbency certificates of the Authorized Officers of Holdings and the Borrower executing the Credit Documents to which it is a party, and (z) a good standing certificate from the relevant Governmental Authority of the jurisdiction of organization of the Borrower and Holdings, dated the Amendment No. 4 Effective Date or a recent date prior thereto; and (g) The Administrative Agent shall have received a Notice of Borrowing in respect of the Tranche B-3 Term Loans in accordance with Section 2.3 of the Amended Credit AgreementFebruary 2013 First Lien Notes.

Conditions to Effectiveness of Amendment. This Amendment shall become effective on the first Business Day on which each of the following conditions is satisfied: (a) The Administrative Agent shall have received (i) (I) from each Cashless Option Tranche B-2 B-4 Lender and (II) from Additional Tranche B-3 B-5 Term Loan Lenders having Additional Tranche B-3 B-5 Term Loan Commitments equal in principal amount to the sum of (x) the principal amount of Existing Term Loans held by Non-Consenting Existing Tranche B-2 B-4 Term Loan Lenders and plus (y) the principal amount of Existing Term Loans for which the “Post-Closing Option LendersSettlement Option” was selected, (ii) from the Administrative Agent, and (iii) from the Borrower and Holdings, either (x) a counterpart of this Amendment (or, in the case of such Cashless Option Tranche B-2 B-4 Lenders, a Consent to Amendment No. 49) signed on behalf of such party or (y) written evidence satisfactory to the Administrative Agent (which may include telecopy or other electronic transmission of a signed signature page of this Amendment) that such party has signed a counterpart of this Amendment; (b) The Borrower shall have paid (or caused to have been paid) to (i) all Existing Term Loan Lenders on the Amendment No. 4 9 Effective Date, simultaneously with the making (or deemed making) of Tranche B-3 B-5 Term Loans under the Amended Credit Agreement, all accrued and unpaid interest on the Existing Term Loans to, but not including, the Amendment No. 4 9 Effective Date and (ii) all Non-Consenting Existing Tranche B-4 Term Loan Lenders and all Post-Closing Option Tranche B-4 Lenders on the Amendment No. 9 Effective Date, simultaneously with the making (or deemed making) of Tranche B-5 Term Loans under the Amended Credit Agreement, all outstanding principal of their Existing Term Loans as of the Amendment No. 9 Effective Date; (c) The Administrative Agent shall have received the executed legal opinion of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, special counsel to the Credit Parties. The Borrower, Holdings and the Administrative Agent hereby instruct such counsel to deliver such legal opinion;; |US-DOCS\155771128.5|| (d) The Borrower shall have paid (i) the Amendment No. 4 9 Arrangers the fees in the amounts previously agreed in writing to be received on the Amendment No. 4 9 Effective Date and (ii) the Administrative Agent all reasonable costs and expenses (including, without limitation the reasonable fees, charges and disbursements of ▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, counsel for the Administrative Agent and the Amendment No. 4 9 Arrangers) of the Administrative Agent for which invoices have been presented prior to the Amendment No. 4 9 Effective Date; (e) The representations and warranties set forth in Section 2 above shall be true and correct; (f) The Administrative Agent (or its counsel) shall have received (A) a certificate of each of (x) Holdings and the Borrower, dated as of the Closing Date, substantially in the form of Exhibit E to the Credit Agreement, with appropriate insertions, executed by any Authorized Officer and the Secretary or any Assistant Secretary of Holdings and the Borrower, as applicable, and attaching the documents referred to in the following clause (B) and (B) (w) a copy of the resolutions of the board of directors or other managers of Holdings and the Borrower authorizing (I) the execution, delivery, and performance of this Amendment (and any agreements relating thereto) to which it is a party and the performance of the obligations under the Amended Credit Agreement and (II) in the case of the Borrower, the extensions of credit contemplated hereunder, (x) the Certificate of Incorporation and By-Laws or other comparable organizational documents, as applicable, of Holdings and the Borrower, (y) signature and incumbency certificates of the Authorized Officers of Holdings and the Borrower executing this Amendment and the other Credit Documents to which it is a party, and (z) a good standing certificate from the relevant Governmental Authority of the jurisdiction of organization of the Borrower and Holdings, dated the Amendment No. 4 9 Effective Date or a recent date prior thereto; and; (g) The Administrative Agent shall have received a Notice of Borrowing in respect of the Tranche B-3 B-5 Term Loans in accordance with Section 2.3 of the Amended Credit Agreement; (h) The Tranche B-5 Term Loan Lenders shall have received prior to the Amendment No. 9 Effective Date such documentation and other information about the Borrower and the Guarantors as shall have been reasonably requested in writing by such Lender at least 10 days prior to the Amendment No. 9 Effective Date and as required by U.S. regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including, without limitation, the Patriot Act; and (i) If the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation and any Tranche B-5 Term Loan Lender has provided its electronic delivery requirements, such Lender requesting a Beneficial Ownership Certification in writing to the Borrower at least 10 days prior to the Amendment No. 9 Effective Date shall have received prior to the Amendment No. 9 Effective Date, a Beneficial Ownership Certification in relation to the Borrower.

Conditions to Effectiveness of Amendment. This The effectiveness of this Amendment shall become effective on is subject solely to the first Business Day on which satisfaction or waiver of each of the following conditions is satisfied:(the “Amendment No. 10 Effective Date Conditions”; and the date on which such conditions are satisfied or waived, the “Amendment No. 10 Effective Date”): (a) The Administrative Agent shall have received (i) (I) from each Cashless Option Existing Tranche B-2 B-5 Term Loan Lender with a Tranche B-6 Term Loan Commitment and (II) from Additional Tranche B-3 B-6 Term Loan Lenders having Additional Tranche B-3 B-6 Term Loan Commitments equal in principal amount to the principal amount of Existing Tranche B-5 Term Loans held by Non-Consenting Existing Tranche B-2 B-5 Term Loan Lenders and Post-Closing Option Tranche B-6 Lenders, (ii) from the Administrative Agent, and (iii) from the Borrower Required Lenders and Holdings(iv) from the Borrowers and each Guarantor, either (x) a counterpart of this Amendment (or, in the case of such Cashless Option Tranche B-2 Lenders, a Consent to Amendment No. 4) signed on behalf of such party (including, for the avoidance of doubt, in each case of a Cashless Option Tranche B-6 Lender or Post-Closing Option Tranche B-6 Lender, an executed counterpart substantially in the form of Exhibit A hereto) or (y) written evidence satisfactory to the Administrative Agent (which may include telecopy or other electronic transmission of a signed signature page of this Amendment) that such party has signed a counterpart of this Amendment; (b) The Borrower Borrowers shall have paid to all Existing Tranche B-5 Term Loan Lenders on the Amendment No. 4 10 Effective Date, simultaneously substantially concurrently with the making (or deemed making) of Tranche B-3 B-6 Term Loans under the Amended Credit Agreement, all accrued and unpaid interest on the Existing Tranche B-5 Term Loans to, but not including, the Amendment No. 4 10 Effective Date; (c) The Administrative Agent shall have received the executed legal opinion of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, special counsel to the Credit PartiesBorrowers and Morris, ▇▇▇▇▇▇▇, Arsht & ▇▇▇▇▇▇▇ LLP, as special Delaware counsel for the Borrowers. The BorrowerBorrowers, Holdings the other Credit Parties and the Administrative Agent hereby instruct such counsel to deliver such legal opinionopinions; (d) The Borrower Borrowers shall have paid (i) the Amendment No. 4 Arrangers Agents the fees in the amounts previously agreed in writing to be received on the Amendment No. 4 10 Effective Date Date, and (ii) the Administrative Agent and the Amendment No. 10 Arrangers, as applicable, all reasonable costs and expenses of the Administrative Agent and the Amendment No. 10 Arrangers, as applicable, for which invoices have been presented prior to the Amendment No. 10 Effective Date (including, without limitation limitation, the reasonable fees, charges and disbursements documented fees and out-of-pocket expenses of ▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, as counsel for the Administrative Agent and the Amendment No. 4 Arrangers) of 10 Arrangers and the Administrative Agent for which invoices have been presented prior to the Amendment No. 4 Effective Datewith respect thereto); (e) The representations and warranties set forth in Section 2 above shall be true and correct; (f) The Administrative Agent (or its counsel) shall have received (i) (A) a certificate of each of (x) Holdings and the BorrowerBorrowers, dated as of the Closing Amendment No. 10 Effective Date, substantially in the form of Exhibit E G to the Credit Agreement, with appropriate insertions, executed by any Authorized Officer (or in the case of Holdings any Director or authorized agent of Holdings) and the Secretary or any Assistant Secretary of Holdings and or the BorrowerBorrowers (or in the case of Holdings any Director or authorized agent of Holdings), as applicable, and attaching the documents referred to in the following clause (B) ), and (B) (wx) a copy of the resolutions of the board of directors or other managers of Holdings and the Borrower Borrowers (or a duly authorized committee thereof) authorizing (I) the execution, delivery, and performance of this Amendment (and any agreements relating thereto) to which it is a party and the performance of the obligations under the Amended Credit Agreement and (II) in the case of the BorrowerBorrowers, the extensions of credit contemplated hereunder, (xy) the Certificate of Incorporation and By-Laws Laws, Certificate of Formation and Operating Agreement or other comparable organizational documents, as applicable, of Holdings and the Borrower, Borrowers and (yz) signature and incumbency certificates (or other comparable documents evidencing the same) of the Authorized Officers of Holdings and the Borrower Borrowers executing the Credit Documents to which it is a party, and party or (zii) a good standing certificate from the relevant Governmental Authority of the jurisdiction Holdings on behalf of organization of the Borrower and Holdingseach Borrower, dated the Amendment No. 4 10 Effective Date and executed by an Authorized Officer of Holdings, certifying that, except as otherwise indicated therein, there have been no amendments, supplements or a recent date prior thereto; andmodifications since the Closing Date to the documents delivered on the Closing Date pursuant to Sections 6.3 and 6.4 of the Credit Agreement; (gf) The Administrative Agent shall have received a Notice of Borrowing in with respect to the Tranche B-6 Term Loans; and (g) At the time of and immediately after giving effect to the Amendment, no Event of Default under Section 11.1 or Section 11.5 of the Credit Agreement shall have occurred and be continuing. Each Additional Tranche B-3 B-6 Term Loans Loan Lender party hereto and each Cashless Option Tranche B-6 Lender and Post-Closing Option Tranche B-6 Lender by delivering its signature page to this Amendment or a Consent to Tenth Amendment Agreement, as applicable, and providing its applicable Commitment on the Amendment No. 10 Effective Date (as applicable), shall be deemed to have accepted or been satisfied with (or waived) each condition set forth in accordance with this Section 2.3 3. The Administrative Agent shall notify the Lenders of the Amendment No. 10 Effective Date upon the occurrence thereof, and such notice and the effectiveness of this Amendment and the Amended Credit Agreement shall be conclusive and binding upon all of the Lenders and all of the other parties to the Credit Documents and each of their successors and assigns; provided that, failure to give any such notice shall not affect the effectiveness, validity or enforceability of this Amendment or the Amended Credit Agreement. The parties hereto, and each Cashless Option Tranche B-6 Lender and Post-Closing Option Tranche B-6 Lender, hereby agree that notwithstanding any other provision hereof, the Amendment No. 10 Effective Date is January 22, 2024.

Conditions to Effectiveness of Amendment. This Amendment shall become effective on the first Business Day date (such date, if any, the “Fifth Amendment Effective Date”) on which each of the following conditions is set forth below has been satisfied: (a) The Administrative Agent shall have received (i) (I) from each Cashless Option Tranche B-2 Lender and (II) from Additional Tranche B-3 Term Loan Lenders having Additional Tranche B-3 Term Loan Commitments equal in principal amount to the principal amount of Existing Term Loans held by Non-Consenting Existing Tranche B-2 Term Loan Lenders and Post-Closing Option Lenders, (ii) from the Administrative Agent, and (iii) from the Borrower and Holdings, either (x) a counterpart duly executed counterparts of this Amendment (orfrom the Borrower, in the case of such Cashless Option Tranche B-2 Guarantor Subsidiaries and the Consenting Lenders constituting the Required Lenders, a Consent to Amendment No. 4) signed on behalf of such party or (y) written evidence satisfactory to the Administrative Agent (which may include telecopy or other electronic transmission of a signed signature page of this Amendment) that such party has signed a counterpart of this Amendment;. (b) The Borrower Administrative Agent shall have paid received, in form and substance reasonably satisfactory to all Existing Term Loan Lenders on the Amendment No. 4 Effective DateAdministrative Agent, simultaneously with a certificate of an officer of each Credit Party certifying that attached thereto is (i) a true, correct and complete copy of resolutions duly adopted by the making board of directors (or deemed makingother governing body) of Tranche B-3 Term Loans under such Credit Party authorizing and approving the transactions contemplated hereunder and the execution, delivery and performance of this Amendment, (ii) an incumbency of the officers or authorized representatives of such Credit AgreementParty executing this Amendment and the other Credit Documents and (iii) a good standing certificate from the applicable Governmental Authority of the jurisdiction of incorporation, all accrued and unpaid interest on the Existing Term Loans to, but not including, the Amendment No. 4 Effective Date;organization or formation of such Credit Party. (c) No Default or Event of Default shall exist on such Fifth Amendment Effective Date immediately prior to or after giving effect to this Amendment. (d) The Administrative Agent shall have received the executed legal opinion of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, special counsel to the Credit Parties. The Borrower, Holdings Fifth Amendment Fee in full and the Administrative Agent hereby instruct such counsel to deliver such legal opinion; (d) The Borrower shall have paid (i) the Amendment No. 4 Arrangers the fees in the amounts previously agreed in writing to be received on the Amendment No. 4 Effective Date and (ii) the Administrative Agent all reasonable costs and expenses (including, without limitation the reasonable fees, charges and disbursements of ▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, counsel for the Administrative Agent and the Amendment No. 4 Arrangers) of the Administrative Agent for which invoices have been presented prior to the Amendment No. 4 Effective Date;cash. (e) The representations and warranties set forth in Section 2 above shall the Credit Documents will be true and correct;correct in all material respects (except for representations and warranties that are already qualified by materiality, which representations and warranties will be true and correct in all respects) immediately prior to, and immediately after giving effect to, this Amendment on the Fifth Amendment Effective Date to the same extent as though made on and as of that date, except to the extent such representations and warranties specifically relate to an earlier date, in which case such representations and warranties will have been true and correct in all material respects (except for those representations and warranties that are conditioned by materiality, which will have been true and correct in all respects) on and as of such earlier date. (f) The All costs and, to the extent invoiced prior to the Fifth Amendment Effective Date, expenses (including reasonable, documented, out-of-pocket legal fees and expenses of consultants and other advisors) and other compensation payable to the Administrative Agent (or its counsel) shall and ▇▇▇▇▇ Fargo Securities, LLC will have received (A) a certificate of each of (x) Holdings and the Borrower, dated as of the Closing Date, substantially in the form of Exhibit E been paid to the Credit Agreement, with appropriate insertions, executed by any Authorized Officer and the Secretary or any Assistant Secretary of Holdings and the Borrower, as applicable, and attaching the documents referred to in the following clause (B) and (B) (w) a copy of the resolutions of the board of directors or other managers of Holdings and the Borrower authorizing (I) the execution, delivery, and performance of this Amendment (and any agreements relating thereto) to which it is a party and the performance of the obligations under the Amended Credit Agreement and (II) in the case of the Borrower, the extensions of credit contemplated hereunder, (x) the Certificate of Incorporation and By-Laws or other comparable organizational documents, as applicable, of Holdings and the Borrower, (y) signature and incumbency certificates of the Authorized Officers of Holdings and the Borrower executing the Credit Documents to which it is a party, and (z) a good standing certificate from the relevant Governmental Authority of the jurisdiction of organization of the Borrower and Holdings, dated the Amendment No. 4 Effective Date or a recent date prior thereto; and (g) The Administrative Agent shall have received a Notice of Borrowing in respect of the Tranche B-3 Term Loans in accordance with Section 2.3 of the Amended Credit Agreementextent then due.

Conditions to Effectiveness of Amendment. This Amendment shall become effective on the first Business Day date (the “Amendment No. 1 Effective Date”) on which each of the following conditions is satisfiedare satisfied or waived: (a) The Administrative Agent shall have received from (i) (I) from each Cashless Option Tranche B-2 Lender and (II) from Additional Tranche B-3 Term Loan Lenders having Additional Tranche B-3 Term Loan Commitments equal in principal amount to the principal amount of Existing Term Loans held by Non-Consenting Existing Tranche B-2 Term Loan Lenders and Post-Closing Option Lenders, (ii) from the Administrative Agent, and (iii) from the Borrower and Holdings, either (x) each Loan Party a duly executed counterpart of this Amendment (or, in the case of such Cashless Option Tranche B-2 the Lenders, a Consent to consent to) this Amendment No. 4) signed on behalf of such party or (y) written evidence satisfactory to the Administrative Agent (which may include telecopy facsimile or other electronic transmission of a signed signature page of this Amendment) that such party ). Each Lender, by submitting a consent to the Pro Rata Extension Offer, dated April 16, 2020, has signed a counterpart of consented to this Amendment;. (b) The Borrower Administrative Agent shall have paid to all Existing Term Loan Lenders on received from the Amendment No. 4 Effective Date, simultaneously with Borrower the making (or deemed makingExtension Fee referenced in Section 1(c) of Tranche B-3 Term Loans under the Credit Agreement, all accrued and unpaid interest on the Existing Term Loans to, but not including, the Amendment No. 4 Effective Date;hereof. (c) The Administrative Agent shall have received the executed legal a favorable written opinion of (i) P▇▇▇▇▇▇▇ ▇, Weiss, Rifkind, W▇▇▇▇▇▇ & ▇G▇▇▇▇▇▇▇ LLP, special counsel for the Loan Parties, (ii) Walkers Bermuda, Bermuda counsel for the Loan Parties and (iii) C▇▇▇▇ & Co., US maritime counsel for the Loan Parties, in each case (A) dated the Amendment No. 1 Effective Date, (B) addressed to each Issuing Bank, the Credit Parties. The BorrowerAdministrative Agent, Holdings the Collateral Agent and the Lenders and (C) in form and substance reasonably satisfactory to the Administrative Agent hereby instruct and covering such counsel other matters relating to deliver such legal opinion;the Loan Documents as the Administrative Agent shall reasonably request. (d) The Borrower shall have paid (i) all reasonable, documented and invoiced fees payable to the Amendment No. 4 Arrangers Administrative Agent or any affiliate thereof as agreed between the fees in Administrative Agent and the amounts previously agreed in writing to be received on the Amendment No. 4 Effective Date Borrower and (ii) the Administrative Agent all reasonable costs and expenses (including, without limitation the reasonable fees, charges expenses and disbursements of C▇▇▇▇▇▇ , ▇▇▇▇▇▇ & ▇R▇▇▇▇▇▇ LLP, as counsel for the Administrative Agent Agent, incurred in connection with the preparation, negotiation and execution of this Amendment to the extent invoiced at least three (3) Business Days prior to the date hereof, subject to any fee cap set forth in the Engagement Letter, dated as of April 16, 2020, among the Company and the Administrative Agent. (i) On and as of the Amendment No. 4 Arrangers) of the Administrative Agent for which invoices have been presented prior to the Amendment No. 4 1 Effective Date; (e) The , both immediately before and immediately after giving effect to this Amendment, the representations and warranties of the Borrower and each other Loan Party set forth in Section 2 above hereof shall be true and correct;correct in all material respects and (ii) the Administrative Agent shall have received a certificate from a Responsible Officer of the Borrower certifying as to the matters set forth in Section 2 hereof. (f) The Administrative Agent (or its counsel) shall have received (A) a certificate of each of (x) Holdings and the Borrower, dated as of the Closing Date, substantially in the form of Exhibit E to the Credit Agreement, with appropriate insertions, executed by any Authorized Officer and the Secretary or any Assistant Secretary or similar officer of Holdings each Loan Party dated the Amendment No. 1 Effective Date and the Borrower, as applicable, and attaching the documents referred to in the following clause certifying: (B) and (B) (wi) a copy of the certificate or articles of incorporation, certificate of limited partnership, certificate of formation or other equivalent constituent and governing documents, including all amendments thereto, of such Loan Party, (1) if available from an official in such jurisdiction, certified as of a recent date by the Secretary of State (or other similar official) of the jurisdiction of its organization, or (2) otherwise certified by the Secretary or Assistant Secretary of such Loan Party or other person duly authorized by the constituent documents of such Loan Party, (ii) a certificate as to the good standing (to the extent such concept or a similar concept exists under the laws of such jurisdiction) of such Loan Party as of a recent date from such Secretary of State (or other similar official), (iii) that attached thereto is a true and complete copy of the by-laws (or partnership agreement, limited liability company agreement or other equivalent constituent and governing documents) of such Loan Party as in effect on the Amendment No. 1 Effective Date and at all times since a date prior to the date of the resolutions de-scribed in clause (iv) below, (iv) that attached thereto is a true and complete copy of resolutions duly adopted by the board of directors (or other managers equivalent governing body) of Holdings and the Borrower such Loan Party (or its managing general partner or managing member) authorizing (I) the execution, delivery, delivery and performance of this the Loan Documents dated as of the Amendment (and any agreements relating thereto) No. 1 Effective Date to which it such person is a party and the performance of the obligations under the Amended Credit Agreement and (II) and, in the case of the Borrower, the extensions of credit contemplated borrowings hereunder, (x) the Certificate of Incorporation and By-Laws that such resolutions have not been modified, rescinded or other comparable organizational documents, as applicable, of Holdings amended and the Borrower, (y) signature are in full force and incumbency certificates of the Authorized Officers of Holdings and the Borrower executing the Credit Documents to which it is a party, and (z) a good standing certificate from the relevant Governmental Authority of the jurisdiction of organization of the Borrower and Holdings, dated effect on the Amendment No. 4 1 Effective Date, (v) 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, (vi) as to the absence of any pending proceeding for the dissolution or liquidation of such Loan Party or, to the knowledge of such person, threatening the existence of such Loan Party, and (vii) such other documents as the Administrative Agent and the Lenders on the Amendment No. 1 Effective Date or a recent date prior thereto; andmay reasonably request (including tax identification numbers and addresses). (g) The Administrative Agent Lenders shall have received a Notice solvency certificate substantially in the form of Borrowing in respect Exhibit C to the Credit Agreement and signed by a Financial Officer of the Tranche B-3 Term Loans in accordance with Section 2.3 Borrower confirming the solvency of the Amended Credit Agreement.Borrower and its Subsidiaries on a consolidated basis, in each case, after giving effect to this Amendment on the Amendment No. 1

Conditions to Effectiveness of Amendment. This Amendment shall become effective on and the first Business Day on which each amendments to the Existing Credit Agreement as set forth in Section 2 are subject to satisfaction (or waiver by the Agent and the Lenders) of the following conditions is satisfied:precedent (the date of such satisfaction being the “Amendment No. 1 Effective Date”): (a) The Administrative Agent shall have received (i) (I) from each Cashless Option Tranche B-2 Lender and (II) from Additional Tranche B-3 Term Loan Lenders having Additional Tranche B-3 Term Loan Commitments equal in principal amount to the principal amount of Existing Term Loans held by Non-Consenting Existing Tranche B-2 Term Loan Lenders and Post-Closing Option Lenders, (ii) from the Administrative Agent, and (iii) from the Borrower and Holdings, either (x) a counterpart counterparts of this Amendment (orexecuted by a Responsible Officer of the Borrower, in each Revolving Lender, each L/C Issuer and the case of such Cashless Option Tranche B-2 Lenders, a Consent to Amendment No. 4) signed on behalf of such party or (y) written evidence satisfactory to the Administrative Agent (which may include telecopy or other electronic transmission of a signed signature page of this Amendment) that such party has signed a counterpart of this Amendment;Agent. (b) The Borrower Agent shall have paid received a certificate from a Responsible Officer of the Borrower dated the Amendment No. 1 Effective Date, certifying as to all Existing Term the (A) Organization Documents of the Borrower (which, to the extent filed with a Governmental Authority, shall be certified as of a recent date by such Governmental Authority), (B) certificate of good standing from the Secretary of State or other applicable office of the jurisdiction of organization of the Borrower, (C) resolutions or other applicable action of the Borrower and (D) an incumbency certificate and/or other certificate of Responsible Officers of the Borrower, evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Amendment and the other Loan Lenders Documents to which it is a party or is to be a party on the Amendment No. 4 1 Effective Date, simultaneously with the making (or deemed making) of Tranche B-3 Term Loans under the Credit Agreement, all accrued and unpaid interest on the Existing Term Loans to, but not including, the Amendment No. 4 Effective Date;. (c) The Administrative Agent shall have received the executed legal a customary opinion of ▇▇▇▇▇▇▇ ▇▇from L▇▇▇▇▇ & ▇▇W▇▇▇▇▇▇ LLP, special counsel with respect to matters of New York law and certain aspects of Delaware law; provided that it will not be a failure of this Section 4(c) if such opinion is delivered on or before the first Business Day following the Amendment No. 1 Effective Date (which will be deemed to have occurred without giving effect to the Credit Parties. The Borrower, Holdings and the Administrative Agent hereby instruct such counsel to deliver such legal opinion;requirements of this Section 4(c)). (d) The Borrower shall have paid (i) the Amendment No. 4 Arrangers the fees in the amounts previously agreed in writing to be received on the Amendment No. 4 Effective Date and (ii) the Administrative Agent all reasonable costs and expenses (including, without limitation the reasonable fees, charges and disbursements of ▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, counsel for the Administrative Agent and the Amendment No. 4 Arrangers) of the Administrative Agent for which invoices have been presented prior to the Amendment No. 4 Effective Date; (e) The representations and warranties set forth in Section 2 above shall be true and correct; (f) The Administrative Agent (or its counsel) shall have received (A) a solvency certificate of each of (x) Holdings and the Borrower, dated as of the Closing Date, substantially in the form of Exhibit E H to the Existing Credit Agreement, with appropriate insertions, executed by any Authorized Officer and Agreement from the Secretary chief financial officer or any Assistant Secretary of Holdings and the Borrower, as applicable, and attaching the documents referred to in the following clause (B) and (B) (w) another Responsible officer that is a copy financial officer of the resolutions of Borrower with respect to the board of directors or other managers of Holdings and the Borrower authorizing (I) the execution, delivery, and performance of this Amendment (and any agreements relating thereto) to which it is a party and the performance of the obligations under the Amended Credit Agreement and (II) in the case solvency of the Borrower, . (e) Each of the extensions of credit contemplated hereunder, (x) representations and warranties made by the Certificate of Incorporation and By-Laws Borrower in or other comparable organizational documents, as applicable, of Holdings pursuant to this Amendment and the Borrower, (y) signature other Loan Documents delivered pursuant to this Amendment shall be true and incumbency certificates correct in all material respects on and as of the Authorized Officers of Holdings and the Borrower executing the Credit Documents to which it is a party, and (z) a good standing certificate from the relevant Governmental Authority of the jurisdiction of organization of the Borrower and Holdings, dated the Amendment No. 4 1 Effective Date as if made on and as of such date, except for representations and warranties expressly stated to relate to a specific earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date (provided, that, in each case such materiality qualifier shall not be applicable to any representations or a recent date prior thereto; andwarranties that already are qualified or modified by materiality or Material Adverse Effect). (f) Immediately after giving effect to this Amendment, no Default or Event of Default shall have occurred and be continuing. (g) The Administrative Agent shall have received a Notice closing certificate executed by a Responsible Officer of Borrower, certifying that the conditions set forth in clauses (f) and (g) of this Section 4 have been satisfied. (h) The Borrower shall have delivered a Borrowing in respect Base Certificate to the Agent which calculates the Borrowing Base as of the Tranche B-3 Term Loans in accordance with Section 2.3 of the Amended Credit AgreementJuly 31, 2023.

Conditions to Effectiveness of Amendment. This The effectiveness of this Amendment shall become effective on is subject solely to the first Business Day on which satisfaction or waiver of each of the following conditions is satisfied:(the “Amendment No. 12 Effective Date Conditions”; and the date on which such conditions are satisfied or waived, the “Amendment No. 12 Effective Date”): (a) The Administrative Agent shall have received (i) (I) from each Cashless Option Existing Tranche B-2 B-6 Term Loan Lender with a Tranche B-8 Term Loan Commitment and (II) from the Additional Tranche B-3 B-8 Term Loan Lenders having Additional Tranche B-3 B-8 Term Loan Commitments equal in principal amount to the principal amount of Existing Tranche B-6 Term Loans held by Non-Consenting Existing Tranche B-2 B-6 Term Loan Lenders and Post-Closing Option Tranche B-8 Lenders, (ii) from the Administrative Agent, and (iii) from the Borrower Borrowers and Holdingseach Guarantor, either (x) a counterpart of this Amendment (or, in the case of such Cashless Option Tranche B-2 Lenders, a Consent to Amendment No. 4) signed on behalf of such party (including, for the avoidance of doubt, in each case of a Cashless Option Tranche B-8 Lender or Post-Closing Option Tranche B-8 Lender, an executed counterpart substantially in the form of Exhibit A hereto) or (y) written evidence satisfactory to the Administrative Agent (which may include telecopy or other electronic transmission of a signed signature page of this Amendment) that such party has signed a counterpart of this Amendment; (b) The Borrower Borrowers shall have paid to all Existing Tranche B-6 Term Loan Lenders on the Amendment No. 4 12 Effective Date, simultaneously substantially concurrently with the making (or deemed making) of Tranche B-3 B-8 Term Loans under the Amended Credit Agreement, all accrued and unpaid interest on the Existing Tranche B-6 Term Loans to, but not including, the Amendment No. 4 12 Effective Date; (c) The Administrative Agent shall have received the executed legal opinion of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, special counsel to the Credit PartiesBorrowers and Morris, ▇▇▇▇▇▇▇, Arsht & ▇▇▇▇▇▇▇ LLP, as special Delaware counsel for the Borrowers. The BorrowerBorrowers, Holdings the other Credit Parties and the Administrative Agent hereby instruct such counsel to deliver such legal opinionopinions; (d) The Borrower Borrowers shall have paid (i) the Amendment No. 4 Arrangers Agents the fees in the amounts previously agreed in writing to be received on the Amendment No. 4 12 Effective Date Date, and (ii) the Administrative Agent and the Amendment No. 12 Arrangers, as applicable, all reasonable costs and expenses of the Administrative Agent and the Amendment No. 12 Arrangers, as applicable, for which invoices have been presented prior to the Amendment No. 12 Effective Date (including, without limitation limitation, the reasonable fees, charges and disbursements documented fees and out-of-pocket expenses of ▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, as counsel for the Administrative Agent and the Amendment No. 4 Arrangers) of 12 Arrangers and the Administrative Agent for which invoices have been presented prior to the Amendment No. 4 Effective Datewith respect thereto); (e) The representations and warranties set forth in Section 2 above shall be true and correct; (f) The Administrative Agent (or its counsel) shall have received (i) (A) a certificate of each of (x) Holdings and the BorrowerBorrowers, dated as of the Closing Amendment No. 12 Effective Date, substantially in the form of Exhibit E G to the Credit Agreement, with appropriate insertions, executed by any Authorized Officer (or in the case of Holdings any Director or authorized agent of Holdings) and the Secretary or any Assistant Secretary of Holdings and or the BorrowerBorrowers (or in the case of Holdings any Director or authorized agent of Holdings), as applicable, and attaching the documents referred to in the following clause (B) ), and (B) (wx) a copy of the resolutions of the board of directors or other managers of Holdings and the Borrower Borrowers (or a duly authorized committee thereof) authorizing (I) the execution, delivery, and performance of this Amendment (and any agreements relating thereto) to which it is a party and the performance of the obligations under the Amended Credit Agreement and (II) in the case of the BorrowerBorrowers, the extensions of credit contemplated hereunder, (xy) the Certificate of Incorporation and By-Laws Laws, Certificate of Formation and Operating Agreement or other comparable organizational documents, as applicable, of Holdings and the Borrower, Borrowers and (yz) signature and incumbency certificates (or other comparable documents evidencing the same) of the Authorized Officers of Holdings and the Borrower Borrowers executing the Credit Documents to which it is a party, and party or (zii) a good standing certificate from the relevant Governmental Authority of the jurisdiction Holdings on behalf of organization of the Borrower and Holdingseach Borrower, dated the Amendment No. 4 12 Effective Date and executed by an Authorized Officer of Holdings, certifying that, except as otherwise indicated therein, there have been no amendments, supplements or a recent date prior thereto; andmodifications since the Closing Date to the documents delivered on the Closing Date pursuant to Sections 6.3 and 6.4 of the Credit Agreement; (gf) The Administrative Agent shall have received a Notice of Borrowing in with respect to the Tranche B-8 Term Loans; (g) At the time of and immediately after giving effect to the Amendment, no Event of Default under Section 11.1 or Section 11.5 of the Credit Agreement shall have occurred and be continuing; and (h) The Administrative Agent shall have received a completed “Life-of-Loan” Federal Emergency Management Agency Standard Flood Hazard Determination with respect to the Mortgaged Property and, if the Mortgaged Property is located in an area identified by the Federal Emergency Management Agency (or any successor agency) as a special flood hazard area with respect to which flood insurance has been made available under the Flood Insurance Laws, (i) a notice about special flood hazard area status and flood disaster assistance duly executed by the Borrowers and the applicable Credit Party relating thereto and (ii) evidence of flood insurance to the extent required pursuant to the Credit Agreement all by the Amendment No. 12 Effective Date. Each Additional Tranche B-3 B-8 Term Loans Loan Lender party hereto and each Cashless Option Tranche B-8 Lender and Post-Closing Option Tranche B-8 Lender by delivering its signature page to this Amendment or a Consent to Twelfth Amendment Agreement, as applicable, and providing its applicable Commitment on the Amendment No. 12 Effective Date (as applicable), shall be deemed to have accepted or been satisfied with (or waived) each condition set forth in accordance with this Section 2.3 3. The Administrative Agent shall notify the Lenders of the Amendment No. 12 Effective Date upon the occurrence thereof, and such notice and the effectiveness of this Amendment and the Amended Credit Agreement shall be conclusive and binding upon all of the Lenders and all of the other parties to the Credit Documents and each of their successors and assigns; provided that, failure to give any such notice shall not affect the effectiveness, validity or enforceability of this Amendment or the Amended Credit Agreement. The parties hereto, and each Cashless Option Tranche B-8 Lender and Post-Closing Option Tranche B-8 Lender, hereby agree that notwithstanding any other provision hereof, the Amendment No. 12 Effective Date is December 16, 2024.

Conditions to Effectiveness of Amendment. This Amendment shall become effective on when and only when the first Business Day on which each Administrative Agent shall have received executed counterparts of this Amendment from the Majority Lenders and the following conditions is satisfied:precedent have been satisfied (the date such conditions are so satisfied herein called the “Effective Date”): (a) The Administrative Agent’s receipt of the following, each of which shall be originals or telecopies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party and each in form and substance satisfactory to the Agent shall have received and in such number of counterparts as may be requested by the Agent: [FOURTH AMENDMENT TO EIGHTH AMENDED AND RESTATED CREDIT AGREEMENT] (i) (I) from each Cashless Option Tranche B-2 Lender and (II) from Additional Tranche B-3 Term Loan Lenders having Additional Tranche B-3 Term Loan Commitments equal in principal amount to the principal amount counterparts of Existing Term Loans held by Non-Consenting Existing Tranche B-2 Term Loan Lenders and Post-Closing Option Lenders, (ii) from the Administrative Agent, and (iii) from the Borrower and Holdings, either (x) a counterpart of this Amendment (or, in the case of such Cashless Option Tranche B-2 Lenders, a Consent to Amendment No. 4) signed on behalf of such party or (y) written evidence satisfactory to the Administrative Agent (which may include telecopy or other electronic transmission of a signed signature page of this Amendment) that such party has signed a counterpart of this Amendment; (b) The Borrower shall have paid to all Existing Term Loan Lenders on the Amendment No. 4 Effective Date, simultaneously with Documents executed by the making (or deemed making) of Tranche B-3 Term Loans under the Credit Agreement, all accrued and unpaid interest on the Existing Term Loans to, but not including, the Amendment No. 4 Effective Date; (c) The Administrative Agent shall have received the executed legal opinion of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, special counsel applicable Loan Parties sufficient in number for distribution to the Credit Parties. The Borrower, Holdings and the Administrative Agent hereby instruct such counsel to deliver such legal opinion; (d) The Borrower shall have paid (i) the Amendment No. 4 Arrangers the fees in the amounts previously agreed in writing to be received on the Amendment No. 4 Effective Date and (ii) the Administrative Agent all reasonable costs and expenses (including, without limitation the reasonable fees, charges and disbursements of ▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, counsel for the Administrative Agent and the Amendment No. 4 ArrangersBorrower. (ii) a certificate on behalf of each applicable Loan Party (other than Appalachia and Louisiana) certifying that none of the resolutions, incumbency certificates, Organization Documents and/or certificates of Responsible Officers of each Loan Party as the Administrative Agent for has previously required evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with the Loan Documents to which invoices such Loan Party is a party have been presented prior to the Amendment No. 4 Effective Date;amended or are otherwise inaccurate since they were delivered and certifying resolutions authorizing this Amendment. (e) The representations and warranties set forth in Section 2 above shall be true and correct; (f) The Administrative Agent (or its counsel) shall have received (Aiii) a certificate of each of (x) Holdings Appalachia and the BorrowerLouisiana, dated as of the Closing Effective Date, substantially in the form of Exhibit E C to the Credit Original Agreement, with appropriate insertionsinsertions and attachments and evidencing, among other things, the power and authority of each such Person to assume the Obligations under the Credit Agreement as a borrower. (iv) an amended and restated Guarantee Agreement, in form and substance satisfactory to the Agent, executed and delivered by any Authorized Officer and the Secretary or any Assistant Secretary of Holdings and the BorrowerCompany, as applicable, and attaching the documents referred to in the following clause (B) and (B) (w) a copy of the resolutions of the board of directors or other managers of Holdings and the Borrower authorizing and each Subsidiary Guarantor. (Iv) the execution, delivery, and performance of this Amendment (and any agreements relating thereto) to which it is a party and the performance of the obligations under the Amended Credit Agreement and (II) in the case of the Borrower, the extensions of credit contemplated hereunder, (x) the Certificate of Incorporation and By-Laws or other comparable organizational documents, as applicable, of Holdings and the Borrower, (y) signature and incumbency certificates of the Authorized Officers of Holdings and the Borrower executing the Credit Documents to which it is a party, and (z) a good standing certificate from the relevant Governmental Authority of the jurisdiction of organization replacement promissory notes of the Borrower evidencing the Revolving Loans of each Lender, substantially in the form of Exhibit H to the Original Agreement, with appropriate insertions as to date and Holdings, dated principal amount. (vi) such other documents or certificates as the Amendment No. 4 Agent shall reasonably request. (b) Any fees required to be paid to the Agent or any Lender on or before the Effective Date or a recent date prior thereto; andshall have been paid. (gc) The Administrative Agent Unless waived by the Agent, the Borrower shall have received paid all fees, charges and disbursements of counsel to the Agent to the extent invoiced prior to or on the Effective Date, plus such additional amounts of such fees, charges and disbursements as shall constitute its reasonable estimate of such fees, charges and disbursements incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a Notice final settling of Borrowing in respect of accounts between the Tranche B-3 Term Loans in accordance with Section 2.3 of Borrower and the Amended Credit Agreement.Agent). [FOURTH AMENDMENT TO EIGHTH AMENDED AND RESTATED CREDIT AGREEMENT]

Conditions to Effectiveness of Amendment. This Amendment shall become effective on when the first Business Day on which Lender shall have received (i) counterparts of this Amendment duly executed by each of the following conditions Loan Parties; (ii) the Amended and Restated Revolver Note, dated as of the date of this Amendment, in substantially the form attached hereto as Exhibit A, executed by the Borrower; (iii) the Guarantees, in substantially the form attached hereto as Exhibit B, and the Security Agreement, in substantially the form attached hereto as Exhibit C, each executed and delivered by the Guarantors that have not executed and delivered to the Lender a Guarantee and the Security Agreement, each dated as of June 30, 2002; (iv) a certified copy of the resolutions of the Board of Directors of the Borrower and each of the Guarantors, in substantially the form attached hereto as Exhibit D, evidencing approval of this Amendment and the other documents and matters contemplated hereby, and all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Amendment and such other documents, including, but not limited to, a certificate of "good standing" (or its equivalent), certified copies of the articles of incorporation and true and correct copies of the bylaws; (v) a favorable opinion of counsel for the Borrower, in substantially the form attached hereto as Exhibit E, as to the due execution and delivery by the Borrower and each of the Guarantors of this Amendment and the other documents contemplated hereby and as to such other matters as the Lender may reasonably request; (vi) a signed copy of a certificate of an officer of the Borrower and each of the Guarantors, in substantially the form attached hereto as Exhibit F, who shall certify the names of the officers of the Borrower and the respective Guarantors authorized to sign this Amendment and the other documents or certificates to be delivered pursuant to this Amendment by the Borrower, each of the Guarantors, or any of its respective officers, together with the true signatures of such officers (Lender may conclusively rely on such certificate until it shall receive a further certificate of the Secretary or an Assistant Secretary of the Borrower or the respective Guarantor canceling or amending the prior certificate and submitting the signatures of the officers named in such further certificate); (vii) a certified copy of the written approval and consent of the holders, if any, of any obligations of the Borrower which must consent to this Amendment and the Borrowings under the Agreement and the other Loan Documents, as amended hereby; (viii) Amendment No. 1 to Subordination Agreements, in substantially the form attached hereto as Exhibit G, to be signed by each Affiliate that is satisfieda holder of debt of the Borrower other than the Lender, if any, or unless waived by the Lender; (ix) Subordination Agreements, in substantially the form attached hereto as Exhibit H, each executed and delivered by the Guarantors that did not execute and deliver to the Lender a Subordination Agreement, dated as of June 30, 2002; (x) a certificate, in substantially the form attached hereto as Exhibit I, signed by the President, Vice President or by any other duly authorized officer of the Borrower, solely in such corporate capacity, stating that, based on an examination which in the opinion of the signer is sufficient to enable him to make an informed statement, to the best of his knowledge: (a) The Administrative Agent shall have received (i) (I) from each Cashless Option Tranche B-2 Lender representations and (II) from Additional Tranche B-3 Term Loan Lenders having Additional Tranche B-3 Term Loan Commitments equal warranties contained in principal amount to Section 4.01 of the principal amount Agreement are correct on and as of Existing Term Loans held by Non-Consenting Existing Tranche B-2 Term Loan Lenders and Post-Closing Option Lenders, (ii) from the Administrative Agent, and (iii) from the Borrower and Holdings, either (x) a counterpart date of this Amendment (or, in the case as though made on and as of such Cashless Option Tranche B-2 Lenders, a Consent to Amendment No. 4) signed on behalf of such party or (y) written evidence satisfactory date except to the Administrative Agent (which may include telecopy or other electronic transmission of a signed signature page of this Amendment) extent that such party has signed a counterpart of this Amendment;representations and warranties specifically relate to an earlier date or are affected by the transaction contemplated under the Agreement as amended hereby; and (b) The Borrower shall have paid to all Existing Term Loan Lenders on the Amendment No. 4 Effective DateNo event has occurred and is continuing or would result from this Amendment, simultaneously with the making (which constitutes an Event of Default or deemed making) would constitute an Event of Tranche B-3 Term Loans under the Credit Agreement, all accrued and unpaid interest on the Existing Term Loans to, Default but not including, the Amendment No. 4 Effective Date; (c) The Administrative Agent shall have received the executed legal opinion of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, special counsel to the Credit Parties. The Borrower, Holdings and the Administrative Agent hereby instruct such counsel to deliver such legal opinion; (d) The Borrower shall have paid (i) the Amendment No. 4 Arrangers the fees in the amounts previously agreed in writing to be received on the Amendment No. 4 Effective Date and (ii) the Administrative Agent all reasonable costs and expenses (including, without limitation the reasonable fees, charges and disbursements of ▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, counsel for the Administrative Agent and the Amendment No. 4 Arrangers) of the Administrative Agent for which invoices have been presented prior to the Amendment No. 4 Effective Date; (e) The representations and warranties set forth in Section 2 above shall requirement that notice be true and correct; (f) The Administrative Agent (given or its counsel) shall have received (A) a certificate of each of (x) Holdings and the Borrower, dated as of the Closing Date, substantially in the form of Exhibit E to the Credit Agreement, with appropriate insertions, executed by any Authorized Officer and the Secretary time elapse or any Assistant Secretary of Holdings and the Borrower, as applicable, and attaching the documents referred to in the following clause (B) and (B) (w) a copy of the resolutions of the board of directors or other managers of Holdings and the Borrower authorizing (I) the execution, delivery, and performance of this Amendment (and any agreements relating thereto) to which it is a party and the performance of the obligations under the Amended Credit Agreement and (II) in the case of the Borrower, the extensions of credit contemplated hereunder, (x) the Certificate of Incorporation and By-Laws or other comparable organizational documents, as applicable, of Holdings and the Borrower, (y) signature and incumbency certificates of the Authorized Officers of Holdings and the Borrower executing the Credit Documents to which it is a party, and (z) a good standing certificate from the relevant Governmental Authority of the jurisdiction of organization of the Borrower and Holdings, dated the Amendment No. 4 Effective Date or a recent date prior theretoboth; and (gxi) The Administrative Agent shall have received a Notice of Borrowing in respect payment by the Borrower of the Tranche B-3 Term Loans fees and costs, including attorneys' fees and expenses, incurred in accordance connection with Section 2.3 of this Amendment and the Amended Credit Agreementother documents and matters contemplated hereby, and all fees and costs still outstanding which were incurred in connection with the Agreement and the other Loan Documents.

Conditions to Effectiveness of Amendment. This Amendment shall become effective on the first Business Day on which each of the following conditions is satisfied: (a) The Administrative Agent shall have received (i) (I) from each Cashless Option Existing Term Loan Lender with a Tranche B-2 Lender B-1 Term Loan Commitment and (II) from Additional Tranche B-3 B-1 Term Loan Lenders having Additional Tranche B-3 B-1 Term Loan Commitments equal in principal amount to the principal amount of Existing Term Loans held by Non-Consenting Existing Tranche B-2 Term Loan Lenders and Post-Closing Option Lenders, (ii) from the Administrative Agent, and (iii) from the Borrower Required Lenders and Holdings(iv) from the Borrowers and each Guarantor, either (x) a counterpart of this Amendment (or, in the case of such Cashless Option Tranche B-2 Lenders, a Consent to Amendment No. 4) signed on behalf of such party or (y) written evidence satisfactory to the Administrative Agent (which may include telecopy or other electronic transmission of a signed signature page of this Amendment) that such party has signed a counterpart of this Amendment; (b) The Borrower Borrowers shall have paid to all Existing Term Loan Lenders on the Amendment No. 4 1 Effective Date, simultaneously with the making (or deemed making) of Tranche B-3 B-1 Term Loans under the Credit Agreement, all accrued and unpaid interest on the Existing Term Loans to, but not including, the Amendment No. 4 1 Effective Date; (c) The Administrative Agent shall have received the executed legal opinion of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, special counsel to the Credit PartiesBorrowers. The BorrowerBorrowers, Holdings the other Credit Parties and the Administrative Agent hereby instruct such counsel to deliver such legal opinion; (d) The Borrower Borrowers shall have paid (i) the Amendment No. 4 Arrangers Agents the fees in the amounts previously agreed in writing to be received on the Amendment No. 4 1 Effective Date and (ii) the Administrative Agent all reasonable costs and expenses (including, without limitation the reasonable fees, charges and disbursements of ▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, counsel for the Administrative Agent and the Amendment No. 4 ArrangersAgents) of the Administrative Agent for which invoices have been presented prior to the Amendment No. 4 1 Effective Date; (e) The representations At the time of and warranties set forth in Section 2 above immediately after giving effect to the Amendment no Default or Event of Default shall have occurred and be true and correctcontinuing; (f) The Administrative Agent shall have received a completed “Life-of-Loan” Federal Emergency Management Agency Standard Flood Hazard Determination with respect to the Mortgaged Property (together with a notice about special flood hazard area status and flood disaster assistance duly executed by the Borrowers and the applicable Credit Party relating thereto) and, if any such Mortgaged Property is at any time located in an area identified by the Federal Emergency Management Agency (or any successor agency) as a special flood hazard area with respect to which flood insurance has been made available under the Flood Insurance Laws, evidence of flood insurance to the extent required pursuant to the Credit Agreement all by the Amendment No. 1 Effective Date; and (g) The Administrative Agent (or its counsel) shall have received (i) (A) a certificate of each of (x) Holdings and the BorrowerBorrowers, dated as of the Closing Amendment No. 1 Effective Date, substantially in the form of Exhibit E G to the Credit Agreement, with appropriate insertions, executed by any Authorized Officer (or in the case of Holdings any Director or authorized agent of Holdings) and the Secretary or any Assistant Secretary of Holdings and or the BorrowerBorrowers (or in the case of Holdings any Director or authorized agent of Holdings), as applicable, and attaching the documents referred to in the following clause (B) and (B) (wx) a copy of the resolutions of the board of directors or other managers of Holdings and the Borrower Borrowers (or a duly authorized committee thereof) authorizing (I) the execution, delivery, and performance of this Amendment (and any agreements relating thereto) to which it is a party and the performance of the obligations under the Amended Credit Agreement and (II) in the case of the BorrowerBorrowers, the extensions of credit contemplated hereunder, (xy) the Certificate of Incorporation and By-Laws Laws, Certificate of Formation and Operating Agreement or other comparable organizational documents, as applicable, of Holdings and the Borrower, Borrowers and (yz) signature and incumbency certificates (or other comparable documents evidencing the same) of the Authorized Officers of Holdings and the Borrower Borrowers executing the Credit Documents to which it is a party, and party or (zii) a good standing certificate from the relevant Governmental Authority of the jurisdiction Holdings on behalf of organization of the Borrower and Holdingseach Borrower, dated the Amendment No. 4 1 Effective Date and executed by an Authorized Officer of Holdings, certifying that, except as otherwise indicated therein, there have been no amendments, supplements or a recent date prior thereto; and (g) The Administrative Agent shall have received a Notice of Borrowing in respect modifications since the Closing Date to the documents delivered on the Closing Date pursuant to Sections 6.3 and 6.4 of the Tranche B-3 Term Loans in accordance with Section 2.3 of the Amended Credit Agreement.

Conditions to Effectiveness of Amendment. This The effectiveness of the Amendment shall become effective on No. 3 Incremental Commitments and FILO Commitments and the first Business Day on which each amendments set forth in Section 2 above are subject to satisfaction (or waiver by the Amendment No. 3 Lead Arrangers) of the following conditions is satisfied:precedent (the date of such satisfaction being the “Amendment No. 3 Effective Date”): (a) The Administrative Agent shall have received counterparts of this Agreement executed by a Responsible Officer of each Loan Party and a duly authorized officer of each Incremental Lender, the Revolving Lenders which constitute the Super Majority Lenders (i) (I) from each Cashless Option Tranche B-2 Lender and (II) from Additional Tranche B-3 Term Loan Lenders having Additional Tranche B-3 Term Loan Commitments equal in principal amount immediately prior to giving effect to the principal amount of Existing Term Loans held by Non-Consenting Existing Tranche B-2 Term Loan Lenders and Post-Closing Option FILO Commitments), the Assignor Lenders, (ii) from each Issuing Bank and the Administrative Agent, and (iii) from the Borrower and Holdings, either (x) a counterpart of this Amendment (or, in the case of such Cashless Option Tranche B-2 Lenders, a Consent to Amendment No. 4) signed on behalf of such party or (y) written evidence satisfactory to the Administrative Agent (which may include telecopy or other electronic transmission of a signed signature page of this Amendment) that such party has signed a counterpart of this Amendment;Swing Line Lender. (b) The Borrower shall have All fees and expenses required to be paid to all Existing Term Loan Lenders hereunder on the Amendment No. 4 3 Effective DateDate and, simultaneously with respect to expenses and legal fees, to the making (or deemed making) of Tranche B-3 Term Loans under the Credit Agreement, all accrued and unpaid interest on the Existing Term Loans to, but not including, extent invoiced in reasonable detail at least two Business Days before the Amendment No. 4 3 Effective Date;Date (except as otherwise reasonably agreed to by the Borrower) shall have been paid in full, it being agreed that such fees and expenses may be paid with the proceeds of the funding of one or more of the Facilities. (c) The Administrative Agent shall have received a certificate from a Responsible Officer of each Loan Party dated the executed legal opinion of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLPAmendment No. 3 Effective Date, special counsel certifying as to the Credit Parties. The Borrower(A) Organization Documents of each Loan Party (which, Holdings to the extent filed with a Governmental Authority, shall be certified as of a recent date by such Governmental Authority), (B) certificates of good standing, or its equivalent, from the secretary of state or other applicable office of the jurisdiction of organization or formation of each Loan Party if applicable in the relevant jurisdiction, (C) resolutions or other applicable action of each Loan Party and (D) an incumbency certificate and/or other certificate of Responsible Officers of each Loan Party, evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Amendment and the Administrative Agent hereby instruct such counsel other Loan Documents to deliver such legal opinion;which it is a party on the Amendment No. 3 Effective Date. (d) The Borrower Administrative Agent shall have paid received an opinion from the following special counsel to the Loan Parties (ior certain of the Loan Parties): (A) the Amendment No. 4 Arrangers the fees in the amounts previously agreed in writing to be received on the Amendment No. 4 Effective Date and (ii) the Administrative Agent all reasonable costs and expenses (including, without limitation the reasonable fees, charges and disbursements of ▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, counsel for the Administrative Agent with respect to matters of New York and the Amendment No. 4 Arrangers) certain aspects of the Administrative Agent for which invoices have been presented prior to the Amendment No. 4 Effective Date; (e) The representations and warranties set forth in Section 2 above shall be true and correct; (f) The Administrative Agent (or its counsel) shall have received (A) a certificate of each of (x) Holdings and the Borrower, dated as of the Closing Date, substantially in the form of Exhibit E to the Credit Agreement, with appropriate insertions, executed by any Authorized Officer and the Secretary or any Assistant Secretary of Holdings and the Borrower, as applicable, and attaching the documents referred to in the following clause (B) Delaware law and (B) (w) a copy ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP, with respect to matters of the resolutions provinces of the board of directors or other managers of Holdings British Columbia, Québec and Ontario and the Borrower authorizing (I) the execution, delivery, and performance federal laws of this Amendment (and any agreements relating thereto) to which it is a party and the performance of the obligations under the Amended Credit Agreement and (II) in the case of the Borrower, the extensions of credit contemplated hereunder, (x) the Certificate of Incorporation and By-Laws or other comparable organizational documents, as applicable, of Holdings and the Borrower, (y) signature and incumbency certificates of the Authorized Officers of Holdings and the Borrower executing the Credit Documents to which it is a party, and (z) a good standing certificate from the relevant Governmental Authority of the jurisdiction of organization of the Borrower and Holdings, dated the Amendment No. 4 Effective Date or a recent date prior thereto; andCanada applicable therein. (ge) The Administrative Agent shall have received a Notice of Borrowing in respect certificate from the chief financial officer or other officer with equivalent duties of the Tranche B-3 Term Loans Borrower as to the Solvency (after giving effect to the Amendment No. 3 Transactions) of the Borrower. (f) The Administrative Agent shall have received a Committed Loan Notice in accordance with Section 2.3 the requirements of the Amended Credit AgreementAgreement with respect to the Borrowing on the Amendment No. 3 Effective Date. (g) The Revolving Lenders shall have received at least three Business Days prior to the Amendment No. 3 Effective Date (i) all documentation and other information about the Loan Parties required under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act and (ii) to the extent the Borrower or Co-Borrower qualifies as a “legal entity customer” a Beneficial Ownership Certification, that in each case has been requested in writing at least ten Business Days prior to the Amendment No. 3

Conditions to Effectiveness of Amendment. This First Amendment shall become effective on the first Business Day on which First Amendment Effective Date subject to the satisfaction of each of the following conditions is satisfiedor the waiver thereof by the Administrative Agent: (a) The Administrative Agent shall have received (i) (I) from each Cashless Option Tranche B-2 Lender counterparts of this First Amendment, duly executed and (II) from Additional Tranche B-3 Term Loan Lenders having Additional Tranche B-3 Term Loan Commitments equal in principal amount to delivered by Holdings, the principal amount of Existing Term Loans held by Non-Consenting Existing Tranche B-2 Term Loan Borrower, the Required First Lien Lenders and Post-Closing Option Lenders, (ii) from the Administrative Agent, and (iii) from the Borrower and Holdings, either (x) a counterpart of this Amendment (or, in the case of such Cashless Option Tranche B-2 Lenders, a Consent to Amendment No. 4) signed on behalf of such party or (y) written evidence satisfactory to the Administrative Agent (which may include telecopy or other electronic transmission of a signed signature page of this Amendment) that such party has signed a counterpart of this Amendment;. (b) The Borrower Administrative Agent shall have paid received such customary evidence of authority and officers certificates as the Administrative Agent may reasonably request relating to all Existing Term (i) the organization, existence and good standing of the Borrower in its jurisdiction of organization and (ii) the incumbency of the officers of the Borrower executing the Loan Lenders on the Amendment No. 4 Effective Date, simultaneously with the making (or deemed making) of Tranche B-3 Term Loans under the Credit Agreement, all accrued and unpaid interest on the Existing Term Loans to, but not including, the Amendment No. 4 Effective Date;Documents to which it is a party. (c) The Administrative Agent shall have received from the Borrower a certificate signed by a Responsible Officer and the secretary of the Borrower, together with, and certifying as to the accuracy and completeness of, copies of (i) the certificate or articles of incorporation of the Borrower and (ii) the by-laws of the Borrower. (d) The Administrative Agent shall have received a true and complete copy of the resolutions duly adopted by the Board of Directors of the Borrower authorizing the execution, delivery and performance of this Amendment and any other Loan Documents to be executed legal on or about the First Amendment Effective Date. (e) The Administrative Agent shall have received the Acknowledgement and Confirmation, substantially in the form of Annex I hereto, duly executed and delivered by each of the Loan Parties. (f) The Borrower shall have contemporaneously received gross cash proceeds of no less than $700,000,000 from the issuance of First and a Half Lien Refinancing Notes. (g) The Administrative Agent shall have received, on behalf of itself and the Lenders, a favorable written opinion of Skadden, Arps, Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇ LLP, counsel to the Loan Parties, in form and substance reasonably satisfactory to the Administrative Agent. (h) The Administrative Agent shall have received all fees payable thereto on or prior to the First Amendment Effective Date and, to the extent invoiced, all other amounts due and payable pursuant to the Loan Documents on or prior to the First Amendment Effective Date, including, to the extent invoiced, reimbursement or payment of all reasonable out-of-pocket expenses (including reasonable fees, charges and disbursements of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, special counsel ) required to be reimbursed or paid by the Credit Parties. The Borrower, Holdings and the Administrative Agent hereby instruct such counsel to deliver such legal opinion;Loan Parties under any Loan Document. (d) The Borrower shall have paid (i) No Default or Event of Default shall have occurred and be continuing under the Amendment No. 4 Arrangers the fees in the amounts previously agreed in writing to be received on the Amendment No. 4 Effective Date and (ii) the Administrative Agent all reasonable costs and expenses (including, without limitation the reasonable fees, charges and disbursements of ▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, counsel for the Administrative Agent and the Amendment No. 4 Arrangers) of the Administrative Agent for which invoices have been presented prior Credit Agreement after giving effect to the Amendment No. 4 Effective Date;First Amendment. (e) The representations and warranties set forth in Section 2 above shall be true and correct; (f) The Administrative Agent (or its counsel) shall have received (A) a certificate of each of (x) Holdings and the Borrower, dated as of the Closing Date, substantially in the form of Exhibit E to the Credit Agreement, with appropriate insertions, executed by any Authorized Officer and the Secretary or any Assistant Secretary of Holdings and the Borrower, as applicable, and attaching the documents referred to in the following clause (B) and (B) (w) a copy of the resolutions of the board of directors or other managers of Holdings and the Borrower authorizing (I) the execution, delivery, and performance of this Amendment (and any agreements relating thereto) to which it is a party and the performance of the obligations under the Amended Credit Agreement and (II) in the case of the Borrower, the extensions of credit contemplated hereunder, (x) the Certificate of Incorporation and By-Laws or other comparable organizational documents, as applicable, of Holdings and the Borrower, (y) signature and incumbency certificates of the Authorized Officers of Holdings and the Borrower executing the Credit Documents to which it is a party, and (z) a good standing certificate from the relevant Governmental Authority of the jurisdiction of organization of the Borrower and Holdings, dated the Amendment No. 4 Effective Date or a recent date prior thereto; and (gj) The Administrative Agent shall have received a Notice received, for distribution to each Extending First Lien Lender which has delivered an executed counterpart of Borrowing this First Amendment to the Administrative Agent on or prior to 5:00 p.m., New York time, on Tuesday, January 25, 2011, an amendment fee equal to .10% of such Lender’s outstanding Extended Term Loans, Extended Revolving Facility Commitments and Credit-Linked Deposits with respect to such Lender’s Extended Synthetic L/C Commitments on the First Amendment Effective Date (in respect of each case after giving effect to any Incremental Assumption Agreement being executed and delivered and any prepayments in connection therewith to be made, in each case, as of, or promptly following, the Tranche B-3 Term Loans in accordance with Section 2.3 of the Amended Credit AgreementFirst Amendment Effective Date).

Conditions to Effectiveness of Amendment. This The Bank’s willingness to agree to the amendments set forth in this Amendment shall become effective on is subject to the first Business Day on which each prior satisfaction of the following conditions is satisfiedconditions: 1. Execution by all parties and delivery to the Bank of this Amendment, including the attached Consent of Guarantor, the Restated Note, and an Incumbency Certificate. MEDPACE INTERMEDIATECO, INC., a Delaware corporation (the “Guarantor”) consents to the provisions of the foregoing Amendment No. 9 to Loan Documents (the “Amendment”) and all prior amendments (if any) and confirms and agrees that: (a) The Administrative Agent shall have received the Guarantor’s obligations under its Guaranty Agreement dated as of September 30, 2019 (i) (I) from each Cashless Option Tranche B-2 Lender and (II) from Additional Tranche B-3 Term Loan Lenders having Additional Tranche B-3 Term Loan Commitments equal in principal amount the “Guaranty”), relating to the principal amount of Existing Term Loans held by Non-Consenting Existing Tranche B-2 Term Loan Lenders and Post-Closing Option Lenders, (ii) from the Administrative Agent, and (iii) from the Borrower and Holdings, either (x) a counterpart of this Amendment (or, Obligations referenced in the case of such Cashless Option Tranche B-2 LendersAmendment, a Consent to Amendment No. 4) signed on behalf of such party or (y) written evidence satisfactory to shall be unimpaired by the Administrative Agent (which may include telecopy or other electronic transmission of a signed signature page of this Amendment) that such party has signed a counterpart of this Amendment; ; (b) The Borrower shall have paid the Guarantor has no defenses, set offs, counterclaims, discounts or charges of any kind against the Bank, its officers, directors, employees, agents or attorneys with respect to all Existing Term Loan Lenders on the Amendment No. 4 Effective Date, simultaneously with the making (or deemed making) of Tranche B-3 Term Loans under the Credit Agreement, all accrued Guaranty; and unpaid interest on the Existing Term Loans to, but not including, the Amendment No. 4 Effective Date; (c) The Administrative Agent shall have received all of the executed legal opinion of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLPterms, special counsel conditions and covenants in the Guaranty remain unaltered and in full force and effect and are hereby ratified and confirmed and apply to the Credit PartiesObligations, as modified by the Amendment. The Borrower, Holdings and the Administrative Agent hereby instruct such counsel to deliver such legal opinion; (d) The Borrower shall have paid (i) the Amendment No. 4 Arrangers the fees in the amounts previously agreed in writing to be received on the Amendment No. 4 Effective Date and (ii) the Administrative Agent Guarantor certifies that all reasonable costs and expenses (including, without limitation the reasonable fees, charges and disbursements of ▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, counsel for the Administrative Agent and the Amendment No. 4 Arrangers) of the Administrative Agent for which invoices have been presented prior to the Amendment No. 4 Effective Date; (e) The representations and warranties set forth made in Section 2 above shall be the Guaranty are true and correct; . The Guarantor hereby confirms that any collateral for the Obligations, including liens, security interests, mortgages, and pledges granted by the Guarantor or third parties (f) The Administrative Agent (or its counsel) if applicable), shall have received (A) a certificate of each of (x) Holdings continue unimpaired and the Borrowerin full force and effect, dated as shall cover and secure all of the Closing DateGuarantor’s existing and future Obligations to the Bank, substantially as modified by this Amendment. By signing below, the Guarantor agrees that this Consent, the Guaranty, the other Loan Documents, any amendments thereto and any other information, notice, signature card, agreement or authorization related thereto (each, a “Communication”) may, at the Bank’s option, be in the form of Exhibit E an electronic record. Any Communication may, at the Bank’s option, be signed or executed using electronic signatures. For the avoidance of doubt, the authorization under this paragraph may include, without limitation, use or acceptance by the Bank of a manually signed paper Communication which has been converted into electronic form (such as scanned into PDF format) for transmission, delivery and/or retention. The Guarantor acknowledges and agrees that the methods for delivering Communications, including notices, under the Guaranty and the other Loan Documents include electronic transmittal to any electronic address provided by any party to the Credit Agreement, with appropriate insertions, executed by any Authorized Officer and the Secretary or any Assistant Secretary of Holdings and the Borrower, as applicable, and attaching the documents referred other party from time to in the following clause (B) and (B) (w) a copy of the resolutions of the board of directors or other managers of Holdings and the Borrower authorizing (I) the execution, delivery, and performance of this Amendment (and any agreements relating thereto) to which it is a party and the performance of the obligations under the Amended Credit Agreement and (II) in the case of the Borrower, the extensions of credit contemplated hereunder, (x) the Certificate of Incorporation and By-Laws or other comparable organizational documents, as applicable, of Holdings and the Borrower, (y) signature and incumbency certificates of the Authorized Officers of Holdings and the Borrower executing the Credit Documents to which it is a party, and (z) a good standing certificate from the relevant Governmental Authority of the jurisdiction of organization of the Borrower and Holdings, dated the Amendment No. 4 Effective Date or a recent date prior thereto; and (g) The Administrative Agent shall have received a Notice of Borrowing in respect of the Tranche B-3 Term Loans in accordance with Section 2.3 of the Amended Credit Agreementtime.

Conditions to Effectiveness of Amendment. This The Bank’s willingness to agree to the amendments set forth in this Amendment shall become effective on is subject to the first Business Day on which each prior satisfaction of the following conditions is satisfiedconditions: 1. Execution by all parties and delivery to the Bank of this Amendment, including the attached Consent of Guarantor and an Incumbency Certificate. MEDPACE INTERMEDIATECO, INC., a Delaware corporation (the “Guarantor”) consents to the provisions of the foregoing Amendment No. 7 to Loan Documents (the “Amendment”) and all prior amendments (if any) and confirms and agrees that: (a) The Administrative Agent shall have received the Guarantor’s obligations under its Guaranty Agreement dated as of September 30, 2019 (i) (I) from each Cashless Option Tranche B-2 Lender and (II) from Additional Tranche B-3 Term Loan Lenders having Additional Tranche B-3 Term Loan Commitments equal in principal amount the “Guaranty”), relating to the principal amount of Existing Term Loans held by Non-Consenting Existing Tranche B-2 Term Loan Lenders and Post-Closing Option Lenders, (ii) from the Administrative Agent, and (iii) from the Borrower and Holdings, either (x) a counterpart of this Amendment (or, Obligations referenced in the case of such Cashless Option Tranche B-2 LendersAmendment, a Consent to Amendment No. 4) signed on behalf of such party or (y) written evidence satisfactory to shall be unimpaired by the Administrative Agent (which may include telecopy or other electronic transmission of a signed signature page of this Amendment) that such party has signed a counterpart of this Amendment; ; (b) The Borrower shall have paid the Guarantor has no defenses, set offs, counterclaims, discounts or charges of any kind against the Bank, its officers, directors, employees, agents or attorneys with respect to all Existing Term Loan Lenders on the Amendment No. 4 Effective Date, simultaneously with the making (or deemed making) of Tranche B-3 Term Loans under the Credit Agreement, all accrued Guaranty; and unpaid interest on the Existing Term Loans to, but not including, the Amendment No. 4 Effective Date; (c) The Administrative Agent shall have received all of the executed legal opinion of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLPterms, special counsel conditions and covenants in the Guaranty remain unaltered and in full force and effect and are hereby ratified and confirmed and apply to the Credit PartiesObligations, as modified by the Amendment. The Borrower, Holdings and the Administrative Agent hereby instruct such counsel to deliver such legal opinion; (d) The Borrower shall have paid (i) the Amendment No. 4 Arrangers the fees in the amounts previously agreed in writing to be received on the Amendment No. 4 Effective Date and (ii) the Administrative Agent Guarantor certifies that all reasonable costs and expenses (including, without limitation the reasonable fees, charges and disbursements of ▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, counsel for the Administrative Agent and the Amendment No. 4 Arrangers) of the Administrative Agent for which invoices have been presented prior to the Amendment No. 4 Effective Date; (e) The representations and warranties set forth made in Section 2 above shall be the Guaranty are true and correct; . The Guarantor hereby confirms that any collateral for the Obligations, including liens, security interests, mortgages, and pledges granted by the Guarantor or third parties (f) The Administrative Agent (or its counsel) if applicable), shall have received (A) a certificate of each of (x) Holdings continue unimpaired and the Borrowerin full force and effect, dated as shall cover and secure all of the Closing DateGuarantor’s existing and future Obligations to the Bank, substantially as modified by this Amendment. By signing below, the Guarantor agrees that this Consent, the Guaranty, the other Loan Documents, any amendments thereto and any other information, notice, signature card, agreement or authorization related thereto (each, a “Communication”) may, at the Bank’s option, be in the form of Exhibit E an electronic record. Any Communication may, at the Bank’s option, be signed or executed using electronic signatures. For the avoidance of doubt, the authorization under this paragraph may include, without limitation, use or acceptance by the Bank of a manually signed paper Communication which has been converted into electronic form (such as scanned into PDF format) for transmission, delivery and/or retention. The Guarantor acknowledges and agrees that the methods for delivering Communications, including notices, under the Guaranty and the other Loan Documents include electronic transmittal to any electronic address provided by any party to the Credit Agreement, with appropriate insertions, executed by any Authorized Officer and the Secretary or any Assistant Secretary of Holdings and the Borrower, as applicable, and attaching the documents referred other party from time to in the following clause (B) and (B) (w) a copy of the resolutions of the board of directors or other managers of Holdings and the Borrower authorizing (I) the execution, delivery, and performance of this Amendment (and any agreements relating thereto) to which it is a party and the performance of the obligations under the Amended Credit Agreement and (II) in the case of the Borrower, the extensions of credit contemplated hereunder, (x) the Certificate of Incorporation and By-Laws or other comparable organizational documents, as applicable, of Holdings and the Borrower, (y) signature and incumbency certificates of the Authorized Officers of Holdings and the Borrower executing the Credit Documents to which it is a party, and (z) a good standing certificate from the relevant Governmental Authority of the jurisdiction of organization of the Borrower and Holdings, dated the Amendment No. 4 Effective Date or a recent date prior thereto; and (g) The Administrative Agent shall have received a Notice of Borrowing in respect of the Tranche B-3 Term Loans in accordance with Section 2.3 of the Amended Credit Agreementtime.

Conditions to Effectiveness of Amendment. This The effectiveness of this Amendment shall become effective on the first Business Day on which each is subject to satisfaction of the following conditions is satisfiedprecedent: (a) The Administrative Agent shall have received (i) (I) from each Cashless Option Tranche B-2 Lender and (II) from Additional Tranche B-3 Term Loan Lenders having Additional Tranche B-3 Term Loan Commitments equal in principal amount to the principal amount of Existing Term Loans held by Non-Consenting Existing Tranche B-2 Term Loan Lenders and Post-Closing Option Lenders, (ii) from the Administrative Agent, and (iii) from the Borrower and Holdings, either (x) a counterpart copy of this Amendment (orincluding the Consent and Reaffirmation attached hereto), in executed by Borrower, each Loan Party, Required Lenders and each Lender holding any outstanding Term B Loans; (b) No Default or Event of Default shall have occurred and be continuing as of the case of such Cashless Option Tranche B-2 Lenders, a Consent to Amendment No. 4) signed on behalf of such party or (y) written evidence satisfactory to the Administrative Agent (which may include telecopy or other electronic transmission of a signed signature page of this Amendment) that such party has signed a counterpart date of this Amendment; (bc) The On the date hereof, Borrower shall have paid made (and Agent shall have received in immediately available funds from Borrower) a voluntary prepayment of the Term B Loans in an amount equal to all Existing $6,000,000, which $6,000,000 voluntary prepayment of the Term Loan Lenders on B Loans shall be applied to the Amendment No. 4 Effective Date, simultaneously with scheduled installments of the making Term B Loans (or deemed makingafter giving effect to this Amendment) in the inverse order of Tranche B-3 Term Loans under the Credit Agreement, all accrued and unpaid interest on the Existing Term Loans to, but not including, the Amendment No. 4 Effective Datematurity; (d) On the date hereof, Agent shall have received $1,500,000 in immediately available funds from the Cash Reserve Account, which the parties hereto agree shall be applied as a voluntary prepayment of the Term B Loans (such that, taken together with the prepayment described in clause (c) The Administrative immediately above, the Term B Loans shall be paid down by an aggregate amount equal to $7,500,000 on the date hereof), which $1,500,000 voluntary prepayment of the Term B Loans shall be applied to the scheduled installments of the Term B Loans (after giving effect to this Amendment) in the inverse order of maturity; (e) Agent shall have received the executed legal opinion Amendment Fee (as defined below) for the benefit of the applicable Lenders, and Borrower shall have paid all other fees and expenses (including fees and expenses of counsel to the extent invoiced) of Agent due and payable as of the date hereof in connection with this Amendment, the Credit Agreement and the other Loan Documents; and (f) Agent shall have received the following documents in form and substance satisfactory to Agent: (x) unless otherwise deemed to be a post-closing obligation by Agent, an amendment to the Mortgage in favor of Agent with respect to the real property owned by Performant Recovery, Inc. located in St. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLPCounty, special counsel to Oregon (the Credit Parties. The Borrower, Holdings and the Administrative Agent hereby instruct such counsel to deliver such legal opinion; (d) The Borrower shall have paid (i) the Amendment No. 4 Arrangers the fees in the amounts previously agreed in writing to be received on the Amendment No. 4 Effective Date and (ii) the Administrative Agent all reasonable costs and expenses (including, without limitation the reasonable fees, charges and disbursements of ▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, counsel for the Administrative Agent and the Amendment No. 4 Arrangers) of the Administrative Agent for which invoices have been presented prior to the Amendment No. 4 Effective Date; (e) The representations and warranties set forth in Section 2 above shall be true and correct; (f) The Administrative Agent (or its counsel) shall have received (A) a certificate of each of (x) Holdings and the Borrower, dated as of the Closing Date, substantially in the form of Exhibit E to the Credit Agreement, with appropriate insertions, executed by any Authorized Officer and the Secretary or any Assistant Secretary of Holdings and the Borrower, as applicable, and attaching the documents referred to in the following clause (B) and (B) (w) a copy of the resolutions of the board of directors or other managers of Holdings and the Borrower authorizing (I) the execution, delivery, and performance of this Amendment (and any agreements relating thereto) to which it is a party and the performance of the obligations under the Amended Credit Agreement and (II) in the case of the Borrower, the extensions of credit contemplated hereunder, (x) the Certificate of Incorporation and By-Laws or other comparable organizational documents, as applicable, of Holdings and the Borrower"Mortgage Modification"), (y) signature secretary's or officer's certificates and incumbency certificates of the Authorized Officers of resolutions with respect to Holdings and each of its Subsidiaries with respect to the Borrower executing the Credit Documents organizational documents of each such Person and necessary corporate approval by each such Person to which it is a partyenter into this Amendment, and (z) a good standing certificate legal opinions from the relevant Governmental Authority of the jurisdiction of organization of the Borrower outside counsel to Holdings and Holdings, dated the its Subsidiaries (including Nevada local counsel with respect to Borrower) with respect to such matters pertaining to this Amendment No. 4 Effective Date or a recent date prior thereto; and (g) The Administrative Agent shall have received a Notice of Borrowing in respect of the Tranche B-3 Term Loans in accordance with Section 2.3 of the Amended Credit Agreementas are reasonably determined to be applicable by Agent.

Conditions to Effectiveness of Amendment. This Amendment shall become effective on as of the date first Business Day on which each written above (the “Second Amendment Effective Date”) upon the satisfaction (or written waiver by Required Lenders) of the following conditions is satisfiedprecedent: (a) The Administrative Agent shall have received this Amendment duly executed and delivered by the Lenders constituting the Required Lenders and the Loan Parties; (b) The Administrative Agent’s and the Second Amendment Term Loan Lenders’ receipt of items (iii), (v) through (x) and (xii), below and the Lenders’ receipt of items (i) (I) from each Cashless Option Tranche B-2 Lender and (II) from Additional Tranche B-3 Term Loan Lenders having Additional Tranche B-3 Term Loan Commitments equal in principal amount to the principal amount of Existing Term Loans held by Non-Consenting Existing Tranche B-2 Term Loan Lenders and Post-Closing Option Lenders), (ii), (iii), (iv) from the Administrative Agent, and (iiixii) from below, each properly executed by a Responsible Officer of the Borrower and Holdingsapplicable Loan Party, either (x) a counterpart each dated as of this the Second Amendment Effective Date (or, in the case of such Cashless Option Tranche B-2 Lenderscertificates of governmental officials, a Consent to recent date before the Second Amendment No. 4Effective Date) signed on behalf of such party or (y) written evidence and each in form and substance reasonably satisfactory to the Administrative Agent Required Lenders and their respective legal counsel: (which may include telecopy or other electronic transmission i) a Warrant (substantially in the form of a signed signature page Exhibit B attached hereto) (each an “Incremental Warrant”) issued to each Second Amendment Term Loan Lender, duly executed and delivered by an Authorized Officer of this Amendment) that such party has signed a counterpart of this AmendmentHoldings; (bii) The a Note executed by the Borrower shall have paid to all Existing in favor of each Second Amendment Term Loan Lenders on Lender requesting a Note in the amount of such Second Amendment No. 4 Effective Date, simultaneously Term Loan Lender’s Commitment with respect to the making (or deemed making) of Tranche B-3 Second Amendment Term Loans under the Credit Agreement, all accrued and unpaid interest on the Existing being made by such Second Amendment Term Loans to, but not including, the Amendment No. 4 Effective DateLoan Lender; (ciii) The Administrative Agent shall have received a Secretary’s certificate for each Loan Party certifying as to (A) true and complete copies of all Organization Documents of such Loan Party attached thereto, (B) resolutions of the Board of Directors or other organizational action authorizing execution, delivery and performance of this Amendment and all Loan Documents to which such Loan Party is a party executed legal opinion in connection herewith, and (C) incumbency of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLPofficers (including specimen signatures) evidencing the identity, special counsel authority and capacity of each Responsible Officer thereof authorized to the Credit Parties. The Borrower, Holdings act as a Responsible Officer in connection with this Amendment and the Administrative Agent hereby instruct other Loan Documents to which such counsel to deliver such legal opinionLoan Party is a party executed in connection herewith; (div) The Borrower shall have paid (i) certification from any applicable Governmental Authority as the Amendment No. 4 Arrangers Required Lenders may reasonably require to evidence that each Loan Party is duly organized or formed, and that each Loan Party is validly existing, in good standing and qualified to engage in business in its jurisdiction of organization and in any other jurisdiction in which the fees in the amounts previously agreed in writing failure to be received on the Amendment No. 4 Effective Date so qualified could reasonably be expected to have a Material Adverse Effect, including certificates of good standing and qualification to engage in business in each applicable jurisdiction; (iiv) the Administrative Agent all reasonable costs and expenses (including, without limitation the reasonable fees, charges and disbursements a favorable opinion of ▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, counsel for to the Loan Parties, each addressed to the Administrative Agent and the each Second Amendment No. 4 Arrangers) of the Administrative Agent for which invoices have been presented prior Term Loan Lender and their successors and assigns, as to the Amendment No. 4 Effective Datematters concerning the Loan Parties and the Loan Documents as the Required Lenders may reasonably request; (evi) The representations and warranties set forth in Section 2 above shall be true and correct; (f) The Administrative certificates of Responsible Officers of the Borrower Agent (or its counsel) shall have received the applicable Loan Parties either (A) a certificate of each of (x) Holdings identifying all consents, licenses and the Borrower, dated as of the Closing Date, substantially approvals required in the form of Exhibit E to the Credit Agreement, connection with appropriate insertions, executed by any Authorized Officer and the Secretary or any Assistant Secretary of Holdings and the Borrower, as applicable, and attaching the documents referred to in the following clause (B) and (B) (w) a copy of the resolutions of the board of directors or other managers of Holdings and the Borrower authorizing (I) the execution, delivery, delivery and performance by the Borrower and the validity against each such Loan Party of this Amendment (and any agreements relating thereto) Loan Documents to which it is a party executed in connection herewith, and stating that such consents, licenses and approvals shall be in full force and effect, and attaching true and correct copies thereof or (B) stating that no such consents, licenses or approvals are so required; (vii) certificates of Responsible Officers of Holdings certifying that Holdings has reserved sufficient shares of Common Stock for issuance upon exercise of the Incremental Warrants; (viii) a certificate signed by a Responsible Officer of the Borrower Agent certifying (A) that the conditions specified in Section 3(b) have been satisfied and (B) as to the matters described in Section 3(e); (ix) a certificate signed by the Chief Financial Officer or the Chief Accounting Officer of the Borrower Agent certifying that, after giving effect to the entering into the Loan Documents executed in connection with this Amendment and the performance consummation of all of the obligations under transactions set forth in this Amendment, (A) the Amended Credit Agreement Borrower is Solvent and (IIB) in the case of the BorrowerLoan Parties, the extensions of credit contemplated hereundertaken as a whole, are Solvent; (x) a Borrowing Request with respect to the Certificate Second Amendment Term Loans; (xi) evidence satisfactory to the Required Lenders of Incorporation the consummation (in compliance with all applicable laws and Byregulations, with the receipt of all material governmental, shareholder and third party consents and approvals relating thereto) of the transactions set forth in this Amendment; and (xii) such other assurances, certificates, documents, consents or opinions as the Administrative Agent or the Required Lenders may reasonably require. (i) So long as requested by any Second Amendment Term Loan Lender at least five days prior to the Second Amendment Effective Date, the Borrower that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation shall deliver a Beneficial Ownership Certification in relation to such Borrower and (ii) so long as requested by the Administrative Agent or any Second Amendment Term Loan Lender at least ten days prior to the Second Amendment Effective Date, the Borrower shall have provided to the Administrative Agent and each requesting Second Amendment Term Loan Lender the documentation and other information so requested in connection with applicable “know your customer” and Anti-Money Laundering Laws or other comparable organizational documentsAnti-Corruption Laws, as applicableincluding the PATRIOT Act. (d) The Borrower shall have paid the Amendment Fee in-kind to each Lender party hereto in accordance with Section 2(b) of this Amendment. (e) Any fees required to be paid on or before the Second Amendment Effective Date (including, for the avoidance of Holdings doubt, the Amendment Fee) shall have been, or concurrently with the satisfaction of the requirements in this Section 3, will be, paid. (f) The Borrower shall have paid all reasonable fees, charges and disbursements of counsel to the Administrative Agent and the BorrowerSecond Amendment Term Loan Lenders to the extent invoiced prior to or on the Second Amendment Effective Date, plus such additional amounts of such reasonable fees, charges and disbursements as shall constitute its reasonable estimate of such reasonable fees, charges and disbursements incurred or to be incurred by it through such date (y) signature and incumbency certificates provided that such estimate shall not thereafter preclude a final settling of the Authorized Officers of Holdings and the Borrower executing the Credit Documents to which it is a party, and (z) a good standing certificate from the relevant Governmental Authority of the jurisdiction of organization of accounts between the Borrower and Holdingsthe Administrative Agent and the Second Amendment Term Loan Lenders, dated the Amendment No. 4 Effective Date or a recent date prior thereto; andrespectively). (g) The representations and warranties of the Loan Parties contained in Article VI of the Amended Credit Agreement or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, shall be true and correct in all material respects (or in the case of any representation or warranty subject to a materiality qualifier, true and correct in all respects) on and as of the Second Amendment 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 (or in the case of any representation or warranty subject to a materiality qualifier, true and correct in all respects) as of such earlier date. (h) No Default or Event of Default shall have occurred and be continuing, or would result from the extension of the Second Amendment Term Loans or from the application of the proceeds thereof. (i) The Borrower shall have paid all fees, charges and disbursements of the Administrative Agent shall have received a Notice (including fees, charges and disbursements of Borrowing in respect of counsel) required to be reimbursed or paid by the Tranche B-3 Term Loans in accordance with Section 2.3 Borrower pursuant to the terms of the Amended Credit Agreement; (j) The Borrower shall have paid all fees, charges and disbursements of Coliseum (including fees, charges and disbursements of Debevoise & ▇▇▇▇▇▇▇▇ LLP, as advisors to Coliseum) required to be reimbursed or paid by the Borrower pursuant to that certain Structuring Work Fee Letter, dated as of the date hereof, by and between the Borrower and Coliseum.

Conditions to Effectiveness of Amendment. This Amendment The effectiveness of the amendments set forth in Section 2 hereof shall become effective occur on the first Business Day on which each date of the satisfaction of the following conditions is satisfied:precedent (such date, the “Eighth Amendment Effective Date”): (ai) The the Borrowers, each other Loan Party and the Administrative Agent shall have received (i) (I) from each Cashless Option Tranche B-2 Lender executed and (II) from Additional Tranche B-3 Term Loan Lenders having Additional Tranche B-3 Term Loan Commitments equal in principal amount delivered counterparts of this Amendment to the principal amount of Existing Term Loans held by Non-Consenting Existing Tranche B-2 Term Loan Lenders and Post-Closing Option LendersAdministrative Agent, (ii) from each Exchanging Revolving Lender shall have executed and delivered to the Administrative AgentAgent a Revolving Lender Consent, and (iii) from each Additional Revolving Lender, the Borrower Representative and Holdings, either (x) a counterpart of this Amendment (or, in the case of such Cashless Option Tranche B-2 Lenders, a Consent to Amendment No. 4) signed on behalf of such party or (y) written evidence satisfactory Administrative Agent shall have executed and delivered to the Administrative Agent (which may include telecopy or other electronic transmission of a signed signature page of this Amendment) that such party has signed a counterpart of this AmendmentRevolving Credit Facility Joinder; (b) The Borrower shall have paid to all Existing Term Loan Lenders on b. the Amendment No. 4 Effective Date, simultaneously with the making (or deemed making) of Tranche B-3 Term Loans under the Credit Agreement, all accrued and unpaid interest on the Existing Term Loans to, but not including, the Amendment No. 4 Effective Date; (c) The Administrative Agent shall have received the executed legal Collateral Documents and other documentation identified on Schedule A-1 hereto, in each case in form and substance reasonably acceptable to the Administrative Agent; c. each of the representations and warranties contained in Section 6 of this Amendment shall be true and correct in all material respects (and in all respects if any such representation or warranty is already qualified by materiality) on and as of the Eighth Amendment Effective Date; d. at the time of and immediately after giving effect to this Amendment and the transactions occurring on the Eighth Amendment Effective Date (including the incurrence of the Incremental Revolving Facility), no Default or Event of Default exists; e. the Administrative Agent shall have received a certificate, in form and substance reasonably acceptable to the Administrative Agent, dated the Eighth Amendment Effective Date and signed by a Responsible Officer of the Borrower Representative (i) confirming compliance with the conditions set forth in Sections 5(c) and 5(d) hereof, and (ii) certifying that the Incremental Revolving Commitments incurred hereunder are permitted to be incurred pursuant to clause (z) of Section 2.14(a) of the Existing Credit Agreement and setting forth the information and computations (in sufficient detail) required in order to establish pro forma compliance with the requirements of such clause ; f. the Administrative Agent shall have received a solvency certificate dated as of the Eighth Amendment Effective Date in substantially the form of Exhibit H of the Amended Credit Agreement from a Financial Officer of the Parent certifying as to the matters set forth therein; g. the Administrative Agent shall have received each Revolving Credit Note (to the extent requested at least three Business Days prior to the Eighth Amendment Effective Date); a. no later than three days in advance of the Eighth Amendment Effective Date, the Administrative Agent shall have received all documentation and other information reasonably requested by it in writing at least 10 days in advance of the Eighth Amendment Effective Date, which documentation or other information is required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act; b. the Administrative Agent shall have received a certificate dated as of the Eighth Amendment Effective Date from a Responsible Officer of the Borrower Representative, certifying compliance with Section 6.13 of the Existing Credit Agreement; c. the Administrative Agent shall have received, on behalf of itself and the Lenders on the Eighth Amendment Effective Date, a customary written opinion of (i) ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, special counsel to for Parent, the Credit Parties. The Borrower, Holdings Borrowers and the Administrative Agent hereby instruct such counsel to deliver such legal opinion; (d) The Borrower shall have paid (i) the Amendment No. 4 Arrangers the fees in the amounts previously agreed in writing to be received on the Amendment No. 4 Effective Date each other Loan Party and (ii) local counsel as specified in Schedule A-2 hereto, in each case (A) dated the Eighth Amendment Effective Date, (B) addressed to the Administrative Agent all reasonable costs Agent, the Amendment Arranger and expenses the Lenders and (including, without limitation the reasonable fees, charges C) in form and disbursements of ▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, counsel for substance reasonably satisfactory to the Administrative Agent and the Amendment No. 4 Arrangers) of Arranger covering such matters relating to this Amendment and the other Loan Documents as the Administrative Agent for which invoices have been presented prior or the Amendment Arranger shall reasonably request; provided that counsel to the Amendment No. 4 Effective DateAdministrative Agent shall provide such opinions to the extent customary in any applicable jurisdiction to be mutually agreed; (e) The representations and warranties set forth in Section 2 above shall be true and correct; (f) The d. the Administrative Agent (or its counsel) shall have received (Ai) a certificate of each of (x) Holdings and the BorrowerLoan Party a party to this Amendment, dated as of the Closing Date, substantially in the form of Exhibit E to the Credit Agreement, with appropriate insertions, Eighth Amendment Effective Date and executed by any Authorized a Responsible Officer of such Loan Party, which shall (A) certify that attached thereto is a true and the Secretary or any Assistant Secretary of Holdings and the Borrower, as applicable, and attaching the documents referred to in the following clause (B) and (B) (w) a complete copy of the resolutions or written consents of the its board of directors directors, members or other managers of Holdings and governing body (to the Borrower extent applicable) authorizing (I) the execution, delivery, delivery and performance of this Amendment and the other Loan Documents to which it is a party and, in the case of each Borrower, the Borrowings contemplated hereby, and that such resolutions or written consents have not been modified, rescinded or amended and are in full force and effect, (B) identify by name and any agreements relating thereto) title and bear the signatures of the Responsible Officer or authorized signatory of such Loan Party authorized to sign this Amendment and the other Loan Documents to which it is a party and the performance (C) certify that attached thereto is a true and complete copy of the obligations certificate or articles of incorporation or organization (or memorandum of association or other equivalent thereof) of each 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 (to the extent applicable) and that such documents or agreements have not been amended since the date of the last amendment thereto shown on the certificate of good standing referred to below (except as otherwise attached to such certificate and certified therein as being the only amendments thereto as of such date), (ii) a certificate of good standing (or subsistence) with respect to each Loan Party from the Secretary of State (or similar official) of the state of such Loan Party’s organization (to the extent relevant and available in the jurisdiction of organization of such Loan Party), (iii) in relation to each Loan Party incorporated or established in Germany, (A) an up-to-date (aktuell) certified commercial register extract (beglaubigter Handelsregisterauszug), articles of association (Satzung) of each such Loan Party, copies of any by-laws as well as a list of shareholders (Gesellschafterliste) (if applicable), (B) a copy of resolutions signed by all the holders of the issued shares of each such Loan Party and, if applicable, a copy of a resolution of the supervisory board (Aufsichtsrat) and/or advisory board (Beirat) of each such Loan Party, approving the terms of, and the transactions contemplated by this Amendment and the other Loan Documents, (C) a specimen of the signature of each person authorized to execute this Amendment, any other Loan Document and other documents and notices to be signed and/or dispatched by each such Loan Party under or in connection with this Amendment and/or the Amended Credit Agreement other Loan Documents to which each such Loan Party is a party and (IID) a certificate of an authorized signatory of each such Loan Party certifying that each copy document relating to it specified in (A) to (C) above is correct, complete and in full force and effect as at a date no earlier than the Eighth Amendment Effective Date, (iv) in relation to the case Luxembourg Loan Party, (A) an up-to-date electronic certified true and complete excerpt of the BorrowerLuxembourg Companies Register dated no earlier than one Business Day prior to the Amendment Effective Date, and (B) an up-to-date electronic certified true and complete certificate of non-registration of judgments (certificat de non-inscription d’une décision judiciaire), issued by the Luxembourg Companies Register no earlier than one Business Day prior to the Eighth Amendment Effective Date and reflecting the situation no more than two Business Days prior to the Amendment Effective Date certifying that, as of the date of the day immediately preceding such certificate, the extensions Luxembourg Loan Party has not been declared bankrupt (en faillite), and that it has not applied for general settlement or composition with creditors (concordat préventif de faillite), controlled management (gestion contrôlée), or reprieve from payment (sursis de paiement), judicial or voluntary liquidation (liquidation judiciaire ou volontaire), such other proceedings listed at Article 13, items 2 to 12 and Article 14 of credit contemplated hereunderthe Luxembourg Act dated December 19, 2002 on the Register of Commerce and Companies, on Accounting and on Annual Accounts of the Companies (as amended from time to time) (and which include foreign court decisions as to faillite, concordat or analogous procedures according to European Insolvency Regulation) and (v) in relation to each Loan Party incorporated or established in Italy, (xA) a copy of the Certificate constitutional documents of Incorporation and By-Laws or other comparable organizational documentssuch Loan Party, as applicable(B) a copy of a resolution of the board of directors of such Loan Party (1) approving the terms of, of Holdings and the Borrowertransactions contemplated by, (y) signature the Loan Documents to which it is a party and incumbency certificates of resolving that it execute, deliver and perform the Authorized Officers of Holdings and the Borrower executing the Credit Loan Documents to which it is a party, (2) authorizing a specified person or persons to execute the Loan Documents to which it is a party on its behalf, (3) authorizing a specified person or persons, on its behalf, to sign and/or dispatch all documents and notices to be signed and/or dispatched by it under or in connection with the Loan Documents to which it is a party; and (z4) authorizing the Borrower Representative to act as its agent in connection with the Loan Documents, (C) a specimen of the signature of each person authorized by the resolution referred to in the previous paragraph (B) in relation to the Loan Documents and related documents, (D) an up-to-date electronic certified true and complete certificate of good standing (certificato di iscrizione e vigenza), issued by the relevant Companies Register (Registro delle Imprese) no earlier than three Business Days prior to the Amendment Effective Date confirming that no insolvency procedures have been started in relation to each relevant Loan Party incorporated or established in Italy, and (E) a certificate of an authorized signatory of such Loan Party certifying that each copy document relating to it is correct, complete and in full force and effect and has not been amended or superseded as at a date no earlier than the Eighth Amendment Effective Date and (vi) in relation to each Loan Party incorporated or established in Poland, (A) a copy of the constitutional documents of such Loan Party, (B) a copy of the shareholder's resolution of such Loan Party (1) approving the terms of, and the transactions contemplated by, the Loan Documents to which it is a party and resolving that it execute, deliver and perform the Loan Documents to which it is a party, (2) authorizing a specified person or persons to execute the Loan Documents to which it is a party on its behalf, (3) authorizing a specified person or persons, on its behalf, to sign and/or dispatch all documents and notices to be signed and/or dispatched by it under or in connection with the Loan Documents to which it is a party; and (4) authorizing the Borrower Representative to act as its agent in connection with the Loan Documents, (C) a specimen of the signature of each person authorized by the resolution referred to in the previous paragraph (B) in relation to the Loan Documents and related documents, (D) an up-to-date electronic print-out from the commercial register (informacja odpowiadająca odpisowi aktualnemu z rejestru przedsiębiorców KRS) no earlier than one Business Day prior to the Amendment Effective Date confirming that no insolvency procedures have been started in relation to the relevant Governmental Authority Loan Party, and (E) a certificate of an authorized signatory of such Loan Party certifying that each copy document relating to it is correct, complete and in full force and effect and has not been amended or superseded as at a date no earlier than the Eighth Amendment Effective Date; a. the Amendment Arranger shall have received all fees and expenses agreed to by the Borrowers or the Borrower Representative that are due and payable to the Amendment Arranger, for which invoices have been presented to the Parent at least three Business Days prior to the Eighth Amendment Effective Date, on or before the Eighth Amendment Effective Date (including reasonable and documented out-of-pocket fees, expenses and disbursements of legal counsel), which amounts may be offset against the proceeds of the jurisdiction of organization of Incremental Revolving Loans; b. the Borrower and Holdings, dated the Amendment No. 4 Effective Date or a recent date prior thereto; and (g) The Administrative Agent shall have received a Notice received: a. all fees and expenses agreed to by the Borrowers or the Borrower Representative that are due and payable to the Administrative Agent, for which invoices have been presented to the Parent at least three Business Days prior to the Eighth Amendment Effective Date, on or before the Eighth Amendment Effective Date (including reasonable and documented out-of-pocket fees, expenses and disbursements of Borrowing legal counsel), which amounts may be offset against the proceeds of the Incremental Revolving Loans; b. for distribution to each Existing Revolving Lender, an amount equal to the sum of (x) the principal of and unpaid interest accrued to the Eighth Amendment Effective Date on the outstanding Revolving Loans of such Existing Revolving Lender and (y) all fees and other amounts owing to or accrued for the account of such Existing Revolving Lender under the Existing Credit Agreement in respect of the Tranche B-3 Term such Revolving Loans in accordance with and such Existing Revolving Lender’s Revolving Credit Commitments (including any amounts under Section 2.3 3.06 of the Amended Existing Credit Agreement); c. for distribution to each Exchanging Revolving Lender that shall have delivered (by facsimile or otherwise) an executed signature page to a Revolving Lender Consent, and released such signature page, on or prior to 12:00 p.m. (New York time) on April [•], 2019, a non-refundable special consent fee in an amount equal to 0.45% multiplied by the principal amount of the Revolving Credit Commitments held by such Exchanging Revolving Lender immediately prior to giving effect to the transactions contemplated by this Amendment; a. for distribution to each Increasing Revolving Lender that shall have delivered (by facsimile or otherwise) an executed signature page to a Revolving Lender Consent, and released such signature page, on or prior to 12:00 p.m. (New York time) on April [•], 2019, a non-refundable special new money fee in an amount equal to 0.75% multiplied by (a) the principal amount of the Incremental Revolving Commitments held by such Increasing Revolving Lender immediately after giving effect to the transactions contemplated by this Amendment minus (b) the principal amount of the Revolving Credit Commitments held by such Increasing Revolving Lender immediately prior to giving effect to the transactions contemplated by this Amendment; and b. for distribution to each Additional Revolving Lender that shall have delivered (by facsimile or otherwise) an executed signature page to a Revolving Credit Facility Joinder, and released such signature page, on or prior to 12:00 p.m. (New York time) on April [•], 2019, a non-refundable special new money fee in an amount equal to 0.75% multiplied by the principal amount of the Incremental Revolving Commitments held by such Additional Revolving Lender immediately after giving effect to the transactions contemplated by this Amendment.

Conditions to Effectiveness of Amendment. This The Agent’s willingness to agree to the amendments set forth in this Amendment shall become effective on is subject to the first Business Day on which each prior satisfaction of the following conditions is satisfiedconditions: (a) The Administrative Agent shall have received (i) (I) from each Cashless Option Tranche B-2 Lender 1. Execution by all applicable parties and (II) from Additional Tranche B-3 Term Loan Lenders having Additional Tranche B-3 Term Loan Commitments equal in principal amount delivery to the principal amount of Existing Term Loans held by Non-Consenting Existing Tranche B-2 Term Loan Lenders and Post-Closing Option Lenders, (ii) from the Administrative Agent, and (iii) from the Borrower and Holdings, either (x) a counterpart Agent of this Amendment (orincluding the attached Consent). 2. Reimbursement by the Borrower to the Agent of the fees and expenses of the Agent and the Agent's outside counsel in connection with this Amendment. 3. All representations and warranties contained in the Loan Documents are true and correct in all material respects on the date hereof (except for any representation or warranty which expressly relates to an earlier date, in the which case such representation and warranty was true and correct as of such Cashless Option Tranche B-2 Lendersearlier date). 4. Immediately after giving effect to this Amendment, a Consent to Amendment Nono default or Event of Default shall have occurred and be continuing under the Loan Agreement or any of the other Loan Documents. 4Each of the undersigned guarantors (jointly and severally if more than one, the “Guarantors”) signed on behalf of such party or (y) written evidence satisfactory consent to the Administrative Agent provisions of the foregoing Amendment, any and all documents executed in connection therewith, and all prior amendments (which may include telecopy or other electronic transmission of a signed signature page of this if any) and confirms and agrees that (a) the Guarantors’ obligations under the Guaranty shall be unimpaired by the Amendment) that such party has signed a counterpart of this Amendment; ; (b) The Borrower shall have paid to all Existing Term Loan Lenders on as of the Amendment No. 4 Effective Date, simultaneously with the making (or deemed making) of Tranche B-3 Term Loans under the Credit Agreement, all accrued and unpaid interest on the Existing Term Loans to, but not includingdate hereof, the Amendment No. 4 Effective Date; Guarantors have no defenses, set offs, counterclaims, discounts or charges of any kind against the Agent and/or the Lenders, their respective officers, directors, employees, agents or attorneys with respect to the Guaranty; (c) The Administrative Agent shall have received except as expressly modified by the executed legal opinion foregoing Amendment, all of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLPthe terms, special counsel conditions and covenants in the Guaranty remain unaltered and in full force and effect and are hereby ratified and confirmed and apply to the Credit Parties. The BorrowerObligations, Holdings as modified by the Amendment; and the Administrative Agent hereby instruct such counsel to deliver such legal opinion; (d) The Borrower shall have paid (i) the Amendment No. 4 Arrangers Guarantors are bound by the fees in the amounts previously agreed in writing to be received on the Amendment No. 4 Effective Date terms and (ii) the Administrative Agent all reasonable costs and expenses (including, without limitation the reasonable fees, charges and disbursements provisions of ▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, counsel for the Administrative Agent and the Amendment No. 4 Arrangers) paragraph 5 of the Administrative Agent for which invoices have been presented prior to the Amendment NoAmendment. 4 Effective Date; (e) The Guarantors certify that all representations and warranties set forth made in Section 2 above shall be the Guaranty are true and correct; correct in all material respects (f) The Administrative Agent (except for any representation or its counsel) shall have received (A) a certificate of each of (x) Holdings warranty which expressly relates to an earlier date, in which case such representation and the Borrower, dated warranty was true and correct as of such earlier date). By signing below, the Closing DateGuarantors agree that this Consent, substantially the Guaranty, the other Loan Documents, any amendments thereto and any other information, notice, signature card, agreement or authorization related thereto (each, a “Communication”) may, at the Agent’s option, be in the form of Exhibit E an electronic record. Any Communication may, at the Agent’s option, be signed or executed using electronic signatures. For the avoidance of doubt, the authorization under this paragraph may include, without limitation, use or acceptance by the Agent of a manually signed paper Communication which has been converted into electronic form (such as scanned into PDF format) for transmission, delivery and/or retention. The Guarantor acknowledges and agrees that the methods for delivering Communications, including notices, under the Guaranty and the other Loan Documents include electronic transmittal to any electronic address provided by any party to the Credit Agreementother party from time to time. The Guarantors hereby confirm that any collateral for the Obligations, with appropriate insertionsincluding liens, executed security interests, mortgages, and pledges granted by any Authorized Officer the Guarantors, shall continue unimpaired and in full force and effect, shall cover and secure all of the Secretary or any Assistant Secretary of Holdings Guarantors’ existing and future Obligations to the BorrowerLenders, as applicable, and attaching modified by this Amendment. [signatures appear on following page] WITNESS the documents referred to in the following clause (B) and (B) (w) a copy due execution of this Consent as of the resolutions date of the board of directors or other managers of Holdings and the Borrower authorizing (I) the executionAmendment, delivery, and performance of this Amendment (and any agreements relating thereto) intending to which it is a party and the performance of the obligations under the Amended Credit Agreement and (II) in the case of the Borrower, the extensions of credit contemplated hereunder, (x) the Certificate of Incorporation and By-Laws or other comparable organizational documents, as applicable, of Holdings and the Borrower, (y) signature and incumbency certificates of the Authorized Officers of Holdings and the Borrower executing the Credit Documents to which it is a party, and (z) a good standing certificate from the relevant Governmental Authority of the jurisdiction of organization of the Borrower and Holdings, dated the Amendment No. 4 Effective Date or a recent date prior thereto; and (g) The Administrative Agent shall have received a Notice of Borrowing in respect of the Tranche B-3 Term Loans in accordance with Section 2.3 of the Amended Credit Agreementbe legally bound hereby.

Conditions to Effectiveness of Amendment. This Amendment shall become effective on the first Business Day date on which each of the following conditions is satisfied:precedent have been satisfied or waived (the “Effective Date”): (a) The Administrative Agent shall have received (i) (I) from each Cashless Option Tranche B-2 Lender and (II) from Additional Tranche B-3 Term Loan Lenders having Additional Tranche B-3 Term Loan Commitments equal in principal amount to the principal amount of Existing Term Loans held by Non-Consenting Existing Tranche B-2 Term Loan Lenders and Post-Closing Option Lenders, (ii) from the Administrative Agent, and (iii) from the Borrower and Holdings, either (x) a counterpart of this Amendment (or, in the case of such Cashless Option Tranche B-2 Lenders, a Consent to Amendment No. 4) signed on behalf of such party or (y) written evidence satisfactory to the Administrative Agent (which may include telecopy or other electronic transmission of a signed signature page of this Amendment) that such party has signed a counterpart of this Amendment;, executed and delivered by a duly authorized officer of each of (i) the Borrowers and (ii) the Required Lenders. (b) The Borrower shall have paid to all Existing Term Loan Lenders on the Amendment No. 4 Effective Date, simultaneously with the making (or deemed making) of Tranche B-3 Term Loans under the Credit Agreement, all accrued and unpaid interest on the Existing Term Loans to, but not including, the Amendment No. 4 Effective Date; (c) The Administrative Agent shall have received (i) payment, for distribution to each Lender that has signed and delivered this Amendment to the executed legal opinion Administrative Agent by no later than 3:00 p.m., New York City time, on Thursday, September 3, 2009, of ▇an amendment fee equal to 0.20% of the Commitment of such Lender then in effect as of the date hereof and (ii) payment of all fees, as well as expenses for which invoices have been presented on or before the date hereof, which are required to be paid in connection with this Amendment. (c) The conditions precedent to the amendment dated the date hereof to the Borrowers’ $1.2 Billion Competitive Advance and Revolving Credit Facility Agreement (the “1.2 Billion Credit Agreement”), dated as of December 19, 2006, among Weyerhaeuser, WRECO, JPMorgan Chase Bank and Citibank, as initial fronting banks, JPMorgan Chase Bank and Citibank, as swing line banks, JPMorgan Chase Bank, as administrative agent, Citibank, as syndication agent, Bank of America, N.A., Deutsche Bank Securities Inc. and The Bank of Tokyo-Mitsubishi UFJ, Ltd., as documentation agents, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLPBank, special counsel to the Credit Parties. The Borroweras co-documentation agent, Holdings and the Administrative Agent hereby instruct lenders named therein, shall have been satisfied (other than the condition precedent that the conditions precedent to this Amendment shall have been satisfied). Once effective, such counsel amendment will (i) reduce the facility size of the $1.2 Billion Credit Agreement to deliver such legal opinion;$400,000,000, (ii) remove WRECO as a borrower under the $1.2 Billion Credit Agreement, (iii) modify the net worth covenant contained in the $1.2 Billion Credit Agreement in the same manner as set forth in this Amendment and (iv) amend the facility fees and applicable margin under the $1.2 Billion Credit Agreement in the same manner as set forth in this Amendment. (d) The Borrower shall have paid (i) the Amendment No. 4 Arrangers the fees No greater than $200,000,000 in the amounts previously agreed in writing to be received on the Amendment No. 4 Effective Date and (ii) the Administrative Agent all reasonable costs and expenses (including, without limitation the reasonable fees, charges and disbursements of ▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, counsel for the Administrative Agent and the Amendment No. 4 Arrangers) of the Administrative Agent for which invoices have been presented prior to the Amendment No. 4 Effective Date; (e) The representations and warranties set forth in Section 2 above Loans shall be true and correct; (f) The Administrative Agent (or its counsel) shall have received (A) outstanding to WRECO as a certificate of each of (x) Holdings and the Borrower, dated as of the Closing Date, substantially in the form of Exhibit E to Borrower under the Credit Agreement, with appropriate insertions, executed by any Authorized Officer and the Secretary or any Assistant Secretary of Holdings and the Borrower, as applicable, and attaching the documents referred to in the following clause (B) and (B) (w) a copy of the resolutions of the board of directors or other managers of Holdings and the Borrower authorizing (I) the execution, delivery, and performance of this Amendment (and any agreements relating thereto) to which it is a party and the performance of the obligations under the Amended Credit Agreement and (II) in the case of the Borrower, the extensions of credit contemplated hereunder, (x) the Certificate of Incorporation and By-Laws or other comparable organizational documents, as applicable, of Holdings and the Borrower, (y) signature and incumbency certificates of the Authorized Officers of Holdings and the Borrower executing the Credit Documents to which it is a party, and (z) a good standing certificate from the relevant Governmental Authority of the jurisdiction of organization of the Borrower and Holdings, dated the Amendment No. 4 Effective Date or a recent date prior thereto; and (g) The Administrative Agent shall have received a Notice of Borrowing in respect of the Tranche B-3 Term Loans in accordance with Section 2.3 of the Amended Credit Agreement.

Conditions to Effectiveness of Amendment. This Amendment shall become effective on the first Business Day on which each of the following conditions is satisfied: (a) The Administrative Agent shall have received (i) (I) from each Cashless Option Tranche B-2 Lender and B-1/B-3 Lender, (II) from Additional Tranche B-3 B-4 Term Loan Lenders having Additional Tranche B-3 B-4 Term Loan Commitments equal in principal amount to the sum of (x) the principal amount of Existing Term Loans held by Non-Consenting Existing Tranche B-2 B-1/B-3 Term Loan Lenders and plus (y) the principal amount of Existing Term Loans for which the “Post-Closing Option LendersSettlement Option” was selected and (III) from each Revolving Credit Lender and 2020 Additional Revolving Credit Lender, which Lenders described in this clause (i) shall collectively constitute all Lenders after giving effect to this Amendment, (ii) from the Administrative Agent, and (iii) from the Borrower and Holdings, either (x) a counterpart of this Amendment (or, in the case of such Cashless Option Tranche B-2 B-1/B-3 Lenders, a Consent to Amendment No. 47) signed on behalf of such party or (y) written evidence satisfactory to the Administrative Agent (which may include telecopy or other electronic transmission of a signed signature page of this Amendment) that such party has signed a counterpart of this Amendment; (b) The Borrower shall have paid (or caused to have been paid) to (i) all Existing Term Loan Lenders on the Amendment No. 4 7 Effective Date, simultaneously with the making (or deemed making) of Tranche B-3 B-4 Term Loans under the Amended Credit Agreement, all accrued and unpaid interest on the Existing Term Loans to, but not including, the Amendment No. 4 7 Effective Date and (ii) all Non-Consenting Existing Tranche B-1/B-3 Term Loan Lenders and all Post-Closing Option Tranche B-1/B-3 Lenders on the Amendment No. 7 Effective Date, simultaneously with the making (or deemed making) of Tranche B-4 Term Loans under the Amended Credit Agreement, all outstanding principal of their Existing Term Loans as of the Amendment No. 7 Effective Date; (c) The Administrative Agent shall have received the executed legal opinion of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, special counsel to the Credit Parties. The Borrower, Holdings and the Administrative Agent hereby instruct such counsel to deliver such legal opinion; (d) The Borrower shall have paid (i) the Amendment No. 4 7 Arrangers and the Tranche B-4 Term Loan Lenders the fees in the amounts previously agreed in writing to be received on the Amendment No. 4 7 Effective Date and (ii) the Administrative Agent all reasonable costs and expenses (including, without limitation the reasonable fees, charges and disbursements of ▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, counsel for the Administrative Agent and the Amendment No. 4 7 Arrangers) of the Administrative Agent for which invoices have been presented prior to the Amendment No. 4 7 Effective Date; (e) The representations and warranties set forth in Section 2 3 above shall be true and correct; (f) The Administrative Agent (or its counsel) shall have received (A) a certificate of each of (x) Holdings and the Borrower, dated as of the Closing Amendment No. 7 Effective Date, substantially in the form of Exhibit E to the Credit Agreement, with appropriate insertions, executed by any Authorized Officer and the Secretary or any Assistant Secretary of Holdings and the Borrower, as applicable, and attaching the documents referred to in the following clause (B) and (B) (w) a copy of the resolutions of the board of directors or other managers of Holdings and the Borrower authorizing (I) the execution, delivery, and performance of this Amendment (and any agreements relating thereto) to which it is a party and the performance of the obligations under the Amended Credit Agreement and (II) in the case of the Borrower, the extensions of credit contemplated hereunder, (x) the Certificate of Incorporation and By-Laws or other comparable organizational documents, as applicable, of Holdings and the Borrower, (y) signature and incumbency certificates of the Authorized Officers of Holdings and the Borrower executing this Amendment and the other Credit Documents to which it is a party, and (z) a good standing certificate from the relevant Governmental Authority of the jurisdiction of organization of the Borrower and Holdings, dated the Amendment No. 4 7 Effective Date or a recent date prior thereto; and; (g) The Administrative Agent shall have received a Notice of Borrowing in respect of the Tranche B-3 B-4 Term Loans in accordance with Section 2.3 of the Amended Credit Agreement; (h) The Administrative Agent shall have received a certificate of the Borrower certifying that after giving effect to the incurrence of the Tranche B-4 Term Loan Commitments, the Borrower has not incurred Indebtedness pursuant to Section 2.14 and Section 10.1(x) of the Credit Agreement in excess of the Maximum Incremental Facilities Amount, calculated in accordance with the terms of the Credit Agreement; (i) The Administrative Agent shall have received a certificate from the Chief Executive Officer, President, the Chief Financial Officer, the Treasurer, the Vice President-Finance, a Director, a Manager or any other senior financial officer of the Borrower to the effect that after giving effect to the transactions contemplated by this Amendment, the Borrower on a consolidated basis with its Restricted Subsidiaries is Solvent; (j) The Tranche B-4 Term Loan Lenders shall have received prior to the Amendment No. 7 Effective Date such documentation and other information about the Borrower and the Guarantors as shall have been reasonably requested in writing by such Lender at least 10 days prior to the Amendment No. 7 Effective Date and as required by U.S. regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including, without limitation, the Patriot Act; and (k) If the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation and any Tranche B-4 Term Loan Lender has provided its electronic delivery requirements, such Lender requesting a Beneficial Ownership Certification in writing to the Borrower at least 10 days prior to the Amendment No. 7 Effective Date shall have received prior to the Amendment No. 7 Effective Date, a Beneficial Ownership Certification in relation to the Borrower.

Conditions to Effectiveness of Amendment. This Section 3 of this Amendment shall become effective on as of the first Business Day date (the “Second Amendment Effective Date”) on which each of the following conditions is satisfiedhave been satisfied or waived: (a) The Administrative Agent (or its counsel) shall have received (i) (I) from a duly executed and completed counterpart hereof that bears the signature of the Borrower and each Cashless Option Tranche B-2 Lender and (II) from Additional Tranche B-3 Term other Loan Lenders having Additional Tranche B-3 Term Loan Commitments equal in principal amount to the principal amount of Existing Term Loans held by Non-Consenting Existing Tranche B-2 Term Loan Lenders and Post-Closing Option LendersParty, (ii) from a duly executed and completed counterpart hereof that bears the signature of the Administrative Agent, Agent and (iii) from a duly executed and completed counterpart hereof that bears the Borrower signature of each of the Lenders party hereto (comprising the Required Lenders) and Holdings, either (x) a counterpart of this Amendment (or, in the case of such Cashless Option Tranche B-2 Lenders, a Consent to Amendment No. 4) signed on behalf of such party or (y) written evidence satisfactory to the Administrative Agent (which may include telecopy or other electronic transmission of a signed signature page of this Amendment) that such party has signed a counterpart of this Amendmenteach Incremental Revolving Lender; (b) The Borrower Administrative Agent shall have paid to all Existing Term received an Acknowledgment and Confirmation in the form of Annex I hereto from an authorized officer of each Loan Lenders on the Amendment No. 4 Effective Date, simultaneously with the making (or deemed making) of Tranche B-3 Term Loans under the Credit Agreement, all accrued and unpaid interest on the Existing Term Loans to, but not including, the Amendment No. 4 Effective DateParty; (c) The Administrative Agent shall have received (i) reimbursement of reasonable and documented out of pocket expenses (to the extent invoiced no later than three Business Days prior to the Second Amendment Effective Date) in connection with this Amendment and the other transactions contemplated hereby in accordance with Section 9.03 of the Credit Agreement, (ii) on behalf of itself, BMO Capital Markets Corp., as lead arranger, and each Lender consenting to this Amendment, the fees owed to it, BMO Capital Markets Corp. and/or such Lender pursuant to that certain mandate letter, dated as of March 31, 2020, between the Borrower and BMO Capital Markets Corp. and (iii) on behalf of each Lender, all accrued interest on outstanding Loans on the Second Amendment Effective Date and, if such Lender is a Revolving Lender, all commitment fees and participation fees payable under Section 2.12 of the Credit Agreement, whether or not any such amounts are then due and payable; (d) The Administrative Agent shall have received a certificate of each Loan Party, dated as of the Second Amendment Effective Date, in form and substance reasonably acceptable to the Administrative Agent, executed by any Responsible Officer of such Loan Party, and including or attaching a copy of (i) each Organizational Document of each Loan Party, certified, to the extent applicable, as of a recent date by the applicable Governmental Authority, (ii) signature and incumbency certificates of the Responsible Officers of each Loan Party executing this Amendment, (iii) resolutions of the Board of Directors and/or similar governing bodies of each Loan Party approving and authorizing the execution, delivery and performance of this Amendment and the Loan Documents to which it is a party, in each case, certified as of the Second Amendment Effective Date by its secretary, an assistant secretary or a Responsible Officer as being in full force and effect without modification or amendment, and (iv) a good standing certificate (to the extent such concept exists) from the applicable Governmental Authority of each Loan Party’s jurisdiction of incorporation, organization or formation, as applicable; (e) The Administrative Agent shall have received a certificate of the chief financial officer or treasurer (or other comparable officer) of Holdings certifying the solvency, after giving effect to this Amendment, of Holdings and its Subsidiaries on a consolidated basis in substantially the form of Exhibit E to the Amended Credit Agreement; (f) The Administrative Agent shall have received the executed legal opinion (addressed to the Administrative Agent, the Lenders and the Issuing Banks and dated the Second Amendment Effective Date) of ▇▇▇(i) ▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, special New York counsel to the Credit Loan Parties. The Borrower, Holdings and the Administrative Agent hereby instruct such counsel to deliver such legal opinion; (d) The Borrower shall have paid (i) the Amendment No. 4 Arrangers the fees in the amounts previously agreed in writing to be received on the Amendment No. 4 Effective Date and (ii) the Administrative Agent all reasonable costs and expenses (including, without limitation the reasonable fees, charges and disbursements of ▇▇▇▇▇▇ , ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ ▇, LLP, Georgia counsel for to the Loan Parties, in each case, in form and substance reasonably satisfactory to the Administrative Agent and the Amendment No. 4 Arrangers) of the Administrative Agent for which invoices have been presented prior to the Amendment No. 4 Effective DateAgent; (e) The representations and warranties set forth in Section 2 above shall be true and correct; (f) The Administrative Agent (or its counsel) shall have received (A) a certificate of each of (x) Holdings and the Borrower, dated as of the Closing Date, substantially in the form of Exhibit E to the Credit Agreement, with appropriate insertions, executed by any Authorized Officer and the Secretary or any Assistant Secretary of Holdings and the Borrower, as applicable, and attaching the documents referred to in the following clause (B) and (B) (w) a copy of the resolutions of the board of directors or other managers of Holdings and the Borrower authorizing (I) the execution, delivery, and performance of this Amendment (and any agreements relating thereto) to which it is a party and the performance of the obligations under the Amended Credit Agreement and (II) in the case of the Borrower, the extensions of credit contemplated hereunder, (x) the Certificate of Incorporation and By-Laws or other comparable organizational documents, as applicable, of Holdings and the Borrower, (y) signature and incumbency certificates of the Authorized Officers of Holdings and the Borrower executing the Credit Documents to which it is a party, and (z) a good standing certificate from the relevant Governmental Authority of the jurisdiction of organization of the Borrower and Holdings, dated the Amendment No. 4 Effective Date or a recent date prior thereto; and (g) The Administrative Agent shall have received at least two (2) Business Days prior to the Second Amendment Effective Date all documentation and other information about the Loan Parties as shall have been reasonably requested in writing at least five (5) Business Days prior to the Second Amendment Effective Date by the Administrative Agent required by regulatory authorities under applicable Anti-Money Laundering Laws, including the USA PATRIOT Act and other “know your customer” rules and regulations; and (i) Section 2.20(a)(A) shall be satisfied with respect to the Incremental Revolving Commitment, (ii) the Borrower shall be in compliance on a Notice of Borrowing in respect Pro Forma Basis (both before and after giving effect to the Incremental Revolving Commitment and any actual drawings thereunder on the Second Amendment Effective Date) with the Financial Performance Covenant as of the Tranche B-3 Term Loans in accordance with Section 2.3 last day of the Amended Credit Agreementmost recently ended Test Period (with any proceeds of the Incremental Revolving Commitment and any Cure Amounts to be excluded for purposes of the cash component of the Total Net Leverage Ratio) and (iii) the Borrower shall have delivered a certificate of a Financial Officer to the effect set forth in clauses (i) and (ii) above, together with reasonably detailed calculations demonstrating compliance with clause (ii) above.

Conditions to Effectiveness of Amendment. This The effectiveness of this Amendment shall become effective on is subject solely to the first Business Day on which satisfaction or waiver of each of the following conditions is satisfied:(the “Amendment No. 11 Effective Date Conditions”; and the date on which such conditions are satisfied or waived, the “Amendment No. 11 Effective Date”): (a) The Administrative Agent shall have received (i) (I) from each Cashless Option Existing Tranche B-2 B-4 Term Loan Lender with a Tranche B-7 Term Loan Commitment and (II) from Additional Tranche B-3 B-7 Term Loan Lenders having Additional Tranche B-3 B-7 Term Loan Commitments equal in principal amount to the principal amount of (x) Existing Tranche B-4 Term Loans held by Non-Consenting Existing Tranche B-2 B-4 Term Loan Lenders and Post-Closing Option LendersTranche B-7 Lenders and (y) Repaid Tranche B-6 Term Loans, (ii) from the Administrative Agent, and (iii) from the Borrower Borrowers and Holdingseach Guarantor, either (x) a counterpart of this Amendment (or, in the case of such Cashless Option Tranche B-2 Lenders, a Consent to Amendment No. 4) signed on behalf of such party (including, for the avoidance of doubt, in each case of a Cashless Option Tranche B-7 Lender or Post-Closing Option Tranche B-7 Lender, an executed counterpart substantially in the form of Exhibit A hereto) or (y) written evidence satisfactory to the Administrative Agent (which may include telecopy or other electronic transmission of a signed signature page of this Amendment) that such party has signed a counterpart of this Amendment; (b) The Borrower Borrowers shall have paid to all Existing Tranche B-4 Term Loan Lenders on the Amendment No. 4 11 Effective Date, simultaneously substantially concurrently with the making (or deemed making) of Tranche B-3 B-7 Term Loans under the Amended Credit Agreement, all accrued and unpaid interest on the Existing Tranche B-4 Term Loans to, but not including, the Amendment No. 4 11 Effective Date; (c) The Administrative Agent shall have received the executed legal opinion of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, special counsel to the Credit PartiesBorrowers and Morris, ▇▇▇▇▇▇▇, Arsht & ▇▇▇▇▇▇▇ LLP, as special Delaware counsel for the Borrowers. The BorrowerBorrowers, Holdings the other Credit Parties and the Administrative Agent hereby instruct such counsel to deliver such legal opinionopinions; (d) The Borrower Borrowers shall have paid (i) the Amendment No. 4 Arrangers Agents the fees in the amounts previously agreed in writing to be received on the Amendment No. 4 11 Effective Date Date, and (ii) the Administrative Agent and the Amendment No. 11 Arrangers, as applicable, all reasonable costs and expenses of the Administrative Agent and the Amendment No. 11 Arrangers, as applicable, for which invoices have been presented prior to the Amendment No. 11 Effective Date (including, without limitation limitation, the reasonable fees, charges and disbursements documented fees and out-of-pocket expenses of ▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, as counsel for the Administrative Agent and the Amendment No. 4 Arrangers) of 11 Arrangers and the Administrative Agent for which invoices have been presented prior to the Amendment No. 4 Effective Datewith respect thereto); (e) The representations and warranties set forth in Section 2 above shall be true and correct; (f) The Administrative Agent (or its counsel) shall have received (i) (A) a certificate of each of (x) Holdings and the BorrowerBorrowers, dated as of the Closing Amendment No. 11 Effective Date, substantially in the form of Exhibit E G to the Credit Agreement, with appropriate insertions, executed by any Authorized Officer (or in the case of Holdings any Director or authorized agent of Holdings) and the Secretary or any Assistant Secretary of Holdings and or the BorrowerBorrowers (or in the case of Holdings any Director or authorized agent of Holdings), as applicable, and attaching the documents referred to in the following clause (B) ), and (B) (wx) a copy of the resolutions of the board of directors or other managers of Holdings and the Borrower Borrowers (or a duly authorized committee thereof) authorizing (I) the execution, delivery, and performance of this Amendment (and any agreements relating thereto) to which it is a party and the performance of the obligations under the Amended Credit Agreement and (II) in the case of the BorrowerBorrowers, the extensions of credit contemplated hereunder, (xy) the Certificate of Incorporation and By-Laws Laws, Certificate of Formation and Operating Agreement or other comparable organizational documents, as applicable, of Holdings and the Borrower, Borrowers and (yz) signature and incumbency certificates (or other comparable documents evidencing the same) of the Authorized Officers of Holdings and the Borrower Borrowers executing the Credit Documents to which it is a party, and party or (zii) a good standing certificate from the relevant Governmental Authority of the jurisdiction Holdings on behalf of organization of the Borrower and Holdingseach Borrower, dated the Amendment No. 4 11 Effective Date and executed by an Authorized Officer of Holdings, certifying that, except as otherwise indicated therein, there have been no amendments, supplements or a recent date prior thereto; andmodifications since the Closing Date to the documents delivered on the Closing Date pursuant to Sections 6.3 and 6.4 of the Credit Agreement; (gf) The Administrative Agent shall have received a Notice of Borrowing in with respect to the Tranche B-7 Term Loans; (g) At the time of and immediately after giving effect to the Amendment, no Event of Default under Section 11.1 or Section 11.5 of the Credit Agreement shall have occurred and be continuing; and (h) The Administrative Agent shall have received a completed “Life-of-Loan” Federal Emergency Management Agency Standard Flood Hazard Determination with respect to the Mortgaged Property and, if the Mortgaged Property is located in an area identified by the Federal Emergency Management Agency (or any successor agency) as a special flood hazard area with respect to which flood insurance has been made available under the Flood Insurance Laws, (i) a notice about special flood hazard area status and flood disaster assistance duly executed by the Borrowers and the applicable Credit Party relating thereto and (ii) evidence of flood insurance to the extent required pursuant to the Credit Agreement all by the Amendment No. 11 Effective Date. Each Additional Tranche B-3 B-7 Term Loans Loan Lender party hereto and each Cashless Option Tranche B-7 Lender and Post-Closing Option Tranche B-7 Lender by delivering its signature page to this Amendment or a Consent to Eleventh Amendment Agreement, as applicable, and providing its applicable Commitment on the Amendment No. 11 Effective Date (as applicable), shall be deemed to have accepted or been satisfied with (or waived) each condition set forth in accordance with this Section 2.3 3. The Administrative Agent shall notify the Lenders of the Amendment No. 11 Effective Date upon the occurrence thereof, and such notice and the effectiveness of this Amendment and the Amended Credit Agreement shall be conclusive and binding upon all of the Lenders and all of the other parties to the Credit Documents and each of their successors and assigns; provided that, failure to give any such notice shall not affect the effectiveness, validity or enforceability of this Amendment or the Amended Credit Agreement. The parties hereto, and each Cashless Option Tranche B-7 Lender and Post-Closing Option Tranche B-7 Lender, hereby agree that notwithstanding any other provision hereof, the Amendment No. 11 Effective Date is May 31, 2024.

Conditions to Effectiveness of Amendment. This Amendment shall become effective on the first Business Day date (such date, if any, the “Third Amendment Effective Date”) on which each of the following conditions is set forth below has been satisfied: (a) : The Administrative Agent shall have received (i) (I) duly executed counterparts of this Amendment from each Cashless Option Tranche B-2 Lender and (II) from Additional Tranche B-3 the Borrower, the Guarantor Subsidiaries, the Term Loan Lenders having Additional Tranche B-3 Term Loan Commitments equal in principal amount to the principal amount of Existing Term Loans held by Non-Consenting Existing Tranche B-2 Term A-2 Loan Lenders and Post-Closing Option Consenting Lenders constituting the Required Lenders, (ii) from the Administrative Agent, and (iii) from the Borrower and Holdings, either (x) a counterpart . Delivery of this Amendment (or, in the case counterparts of such Cashless Option Tranche B-2 Lenders, a Consent to Amendment No. 4) signed on behalf of such party or (y) written evidence satisfactory to the Administrative Agent (which may include telecopy or other electronic transmission of a signed signature page of this Amendment) that such party has signed a counterpart of this Amendment; (b) The Borrower shall have paid to all Existing Term Loan Lenders on the Amendment NoNotes in favor of each Term A-2 Loan Lender that has requested a Term Loan Note. 4 Effective Date, simultaneously with the making (or deemed making) of Tranche B-3 Term Loans under the Credit Agreement, all accrued and unpaid interest on the Existing Term Loans to, but not including, the Amendment No. 4 Effective Date; (c) The Administrative Agent shall have received each of the following in form and substance reasonably satisfactory to the Administrative Agent: a certificate of an officer of the Borrower certifying that attached thereto is a true, correct and complete copy of resolutions duly adopted by the board of directors (or other governing body) of each Credit Party authorizing and approving the transactions contemplated hereunder and the execution, delivery and performance of this Amendment; a fully executed legal opinion and delivered Funding Notice with respect to the Term A-2 Loans to be borrowed on the Third Amendment Effective Date; and opinions of ▇▇counsel to the Credit Agreement addressed to the Administrative Agent and the Lenders with respect to the Credit Agreement and the Term A-2 Loans and this Amendment. No Default or Event of Default shall exist on such Third Amendment Effective Date immediately prior to or after giving effect to (i) this Amendment and (ii) the making of the Term A-2 Loans on such date. The representations and warranties in the Credit Documents will be true and correct in all material respects (except for representations and warranties that are already qualified by materiality, which representations and warranties will be true and correct in all respects) immediately prior to, and immediately after giving effect to, the incurrence of the Term A-2 Loans, on and as of the Third Amendment Effective Date to the same extent as though made on and as of that date, except to the extent such representations and warranties specifically relate to an earlier date, in which case such representations and warranties will have been true and correct in all material respects (except for those representations and warranties that are conditioned by materiality, which will have been true and correct in all respects) on and as of such earlier date. The Administrative Agent and the Term A-2 Loan Lenders will have received all documentation and other information required by bank regulatory authorities under applicable “know-your-customer” and anti-money laundering rules and regulations including the PATRIOT Act at least three (3) Business Days prior to the Third Amendment Effective Date. The Borrower shall have delivered to the Administrative Agent, and directly to any Lender requesting the same, a Beneficial Ownership Certification in relation to it. All fees due and payable pursuant to the engagement letter dated as of June 23, 2022 (the “Engagement Letter”), between the Borrower, ▇▇▇▇▇ ▇▇Fargo Securities, LLC, JPMorgan Chase Bank, N.A. and Truist Securities, Inc. and the Fee Letter (as defined in the Engagement Letter), in each case, will have been paid (or will be paid substantially concurrently with the funding of the Term A-2 Loans). All costs and expenses (including reasonable, documented, out-of-pocket legal fees and expenses of consultants and other advisors) and other compensation payable to Administrative Agent and ▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLPFargo Securities, special counsel LLC will have been paid to the Credit Parties. The Borrower, Holdings and the Administrative Agent hereby instruct extent then due; provided that an invoice of such counsel to deliver such legal opinion; (d) The Borrower shall have paid (i) the Amendment No. 4 Arrangers the fees in the amounts previously agreed in writing to be received on the Amendment No. 4 Effective Date and (ii) the Administrative Agent all reasonable costs and expenses (including, without limitation the reasonable fees, charges and disbursements of ▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, counsel for the Administrative Agent and the Amendment No. 4 Arrangers) of the Administrative Agent for which invoices will have been presented no less than two (2) Business Days prior to the Third Amendment No. 4 Effective Date; (e) The representations and warranties set forth in Section 2 above shall be true and correct; (f) The Administrative Agent Date (or its counsel) shall have received (A) a certificate of each of (x) Holdings and the Borrower, dated as of the Closing Date, substantially in the form of Exhibit E to the Credit Agreement, with appropriate insertions, executed otherwise approved by any Authorized Officer and the Secretary or any Assistant Secretary of Holdings and the Borrower, as applicable, and attaching the documents referred to in the following clause (B) and (B) (w) a copy of the resolutions of the board of directors or other managers of Holdings and the Borrower authorizing (I) the execution, delivery, and performance of in a funds flow or settlement statement for this Amendment (and any agreements relating thereto) to which it is a party and the performance of the obligations under the Amended Credit Agreement and (II) in the case of the Borrower, the extensions of credit contemplated hereunder, (x) the Certificate of Incorporation and By-Laws or other comparable organizational documents, as applicable, of Holdings and the Borrower, (y) signature and incumbency certificates of the Authorized Officers of Holdings and the Borrower executing the Credit Documents to which it is a party, and (z) a good standing certificate from the relevant Governmental Authority of the jurisdiction of organization of the Borrower and Holdings, dated the Amendment No. 4 Effective Date or a recent date prior thereto; and (g) The Administrative Agent shall have received a Notice of Borrowing in respect of the Tranche B-3 Term Loans in accordance with Section 2.3 of the Amended Credit AgreementAmendment).

Conditions to Effectiveness of Amendment. This Amendment The Amendments contained in Section 3 of this Agreement and the extension of the Revolving Facility Commitments to Extended Maturity Revolving Facility Commitments contained in Section 4 shall become effective on the first Business Day date (the “Amendment Effective Date”) on which each of the following conditions is satisfiedare satisfied or waived: (a) The Administrative Agent Consent Deadline shall have received (i) (I) from each Cashless Option Tranche B-2 Lender and (II) from Additional Tranche B-3 Term Loan Lenders having Additional Tranche B-3 Term Loan Commitments equal in principal amount to the principal amount of Existing Term Loans held by Non-Consenting Existing Tranche B-2 Term Loan Lenders and Post-Closing Option Lenders, (ii) from the Administrative Agent, and (iii) from the Borrower and Holdings, either (x) a counterpart of this Amendment (or, in the case of such Cashless Option Tranche B-2 Lenders, a Consent to Amendment No. 4) signed on behalf of such party or (y) written evidence satisfactory to the Administrative Agent (which may include telecopy or other electronic transmission of a signed signature page of this Amendment) that such party has signed a counterpart of this Amendment;occurred. (b) The Borrower shall have paid paid, to all Existing Term Loan Lenders the account of each Extending Lender (other than a Defaulting Lender) as of the Amendment Effective Date, a fee equal to 25 basis points on the aggregate amount of Revolving Facility Commitments held by such Extending Lender on the Amendment No. 4 Effective Date, simultaneously with the making (or deemed making) of Tranche B-3 Term Loans under the Credit Agreement, all accrued and unpaid interest on the Existing Term Loans to, but not including, the Amendment No. 4 Effective Date;Date that are converted to Extended Maturity Revolving Facility Commitments hereunder. (c) The Administrative Agent shall have received all fees payable thereto on or prior to the executed legal opinion Amendment Effective Date and, to the extent invoiced at least three Business Days prior to the Amendment Effective Date, reimbursement or payment of all reasonable and documented out-of-pocket expenses (including reasonable and documented fees, charges and disbursements of ▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP) required to be reimbursed or paid by the Loan Parties in connection with this Agreement on or prior to the Amendment Effective Date. (d) The Administrative Agent shall have received, on behalf of itself and the Revolving Facility Lenders, a written opinion of ▇▇▇▇, Weiss, Rifkind, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, as special counsel to the Credit Loan Parties. The Borrower, Holdings and (A) dated the Administrative Agent hereby instruct such counsel to deliver such legal opinion; (d) The Borrower shall have paid (i) date of the Amendment No. 4 Arrangers the fees in the amounts previously agreed in writing Effective Date, (B) addressed to be received on the Amendment No. 4 Effective Date and (ii) the Administrative Agent all reasonable costs and expenses (including, without limitation the reasonable fees, charges and disbursements of ▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, counsel for the Administrative Agent and the Revolving Facility Lenders at the Amendment No. 4 ArrangersEffective Date and (C) of in form and substance reasonably satisfactory to the Administrative Agent for which invoices have been presented prior covering such matters relating to this Agreement as the Amendment No. 4 Effective Date;Administrative Agent shall reasonably request. (e) The representations and warranties set forth in Section 2 above shall be true and correct; (f) The Administrative Agent (or its counsel) Revolving Facility Lenders shall have received (A) a solvency certificate of each of (x) Holdings and the Borrower, dated as of the Closing Date, substantially in the form of Exhibit E C to the Credit Agreement, with appropriate insertions, executed by any Authorized Officer and the Secretary or any Assistant Secretary of Holdings and the Borrower, as applicable, and attaching the documents referred to in the following clause (B) and (B) (w) a copy of the resolutions of the board of directors or other managers of Holdings and the Borrower authorizing (I) the execution, delivery, and performance of this Amendment (and any agreements relating thereto) to which it is a party and the performance of the obligations under the Amended Credit Agreement and (II) in the case of the Borrower, the extensions of credit contemplated hereunder, (x) the Certificate of Incorporation and By-Laws or other comparable organizational documents, as applicable, of Holdings and the Borrower, (y) signature and incumbency certificates of the Authorized Officers of Holdings and the Borrower executing the Credit Documents to which it is signed by a party, and (z) a good standing certificate from the relevant Governmental Authority of the jurisdiction of organization Financial Officer of the Borrower confirming the solvency of Borrower and Holdings, dated its Subsidiaries on a consolidated basis after giving effect to the Amendment No. 4 Effective Date or a recent date prior thereto; andtransactions contemplated by this Agreement. (gf) The Administrative Agent shall have received a Notice of Borrowing in respect certificate of the Tranche B-3 Term Loans in accordance with Section 2.3 Secretary or Assistant Secretary or similar officer of each Loan Party dated the date of the Amended Credit AgreementAmendment Effective Date: (i) either (x) attaching a copy of the certificate or articles of incorporation, certificate of limited partnership, certificate of formation or other equivalent constituent documents, including all amendments thereto, of such Loan Party, certified as of a recent date by the Secretary of State (or other similar official) of the jurisdiction of its organization or (y) certifying there have been no changes to the certificate or articles of incorporation, certificate of limited partnership, certificate of formation or other equivalent constituent documents of such Loan Party since the Closing Date or the date such Loan Party became a Subsidiary Guarantor, as applicable, (ii) attaching a “bring-down” certificate as to the good standing (to the extent such concept or a similar concept exists under the laws of such jurisdiction) of such Loan Party as of a recent date from such Secretary State (or similar official), (iii) either (x) certifying that attached thereto is a true and complete copy of the by-laws (or partnership agreement, limited liability company agreement or other equivalent governing documents) of such Loan Party as in effect at the Amendment Effective Date and at all times since a date prior to the date of the resolutions described in clause (iv) below or (y) certifying that there have been no changes to the by-laws (or partnership agreement, limited liability company agreement or other equivalent governing documents) of such Loan Party since the Closing Date or the date such Loan Party became a Subsidiary Guarantor, as applicable, (iv) certifying 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 (or its managing general partner or managing member) authorizing the execution, delivery and performance of the Loan Documents executed in connection with this Agreement to which such Loan Party is a party and that such resolutions have not been modified, rescinded or amended and are in full force and effect at the Amendment Effective Date, (v) either (x) certifying as to the incumbency and specimen signature of each officer executing any Loan Document executed in connection with this Agreement on behalf of such Loan Party or (y) certifying there have been no changes to the incumbency and specimen signature of each officer executing any Loan Document executed in connection with this Agreement on behalf of such Loan Party since the Closing Date or the date such Loan Party became a Subsidiary Guarantor, as applicable, and (vi) certifying as to the absence of any pending proceeding for the dissolution or liquidation of such Loan Party or, to the knowledge of such person, threatening the existence of such Loan Party. Notwithstanding anything to the contrary herein, in the event that the Amendment Effective Date does not occur on or before the date that is 10 Business Days after the date hereof, then this Agreement shall automatically terminate without further action or notice.

Conditions to Effectiveness of Amendment. This Amendment shall become effective on the first Business Day on which each of the following conditions is satisfied: (a) The Administrative Agent shall have received (i) (I) from each Cashless Option Tranche B-2 Lender and B-1/B-3 Lender, (II) from Additional Tranche B-3 B-4 Term Loan Lenders having Additional Tranche B-3 B-4 Term Loan Commitments equal in principal amount to the sum of (x) the principal amount of Existing Term Loans held by Non-Consenting Existing Tranche B-2 B-1/B-3 Term Loan Lenders and plus (y) the principal amount of Existing Term Loans for which the “Post-Closing Option LendersSettlement Option” was selected and (III) from each Revolving Credit Lender and 2020 Additional Revolving Credit Lender, which L▇▇▇▇▇▇ described in this clause (i) shall collectively constitute all Lenders after giving effect to this Amendment, (ii) from the Administrative Agent, and (iii) from the Borrower and Holdings, either (x) a counterpart of this Amendment (or, in the case of such Cashless Option Tranche B-2 B-1/B-3 Lenders, a Consent to Amendment No. 47) signed on behalf of such party or (y) written evidence satisfactory to the Administrative Agent (which may include telecopy or other electronic transmission of a signed signature page of this Amendment) that such party has signed a counterpart of this Amendment; (b) The Borrower shall have paid (or caused to have been paid) to (i) all Existing Term Loan Lenders on the Amendment No. 4 7 Effective Date, simultaneously with the making (or deemed making) of Tranche B-3 B-4 Term Loans under the Amended Credit Agreement, all accrued and unpaid interest on the Existing Term Loans to, but not including, the Amendment No. 4 7 Effective Date and (ii) all Non-Consenting Existing Tranche B-1/B-3 Term Loan Lenders and all Post-Closing Option Tranche B-1/B-3 Lenders on the Amendment No. 7 Effective Date, simultaneously with the making (or deemed making) of Tranche B-4 Term Loans under the Amended Credit Agreement, all outstanding principal of their Existing Term Loans as of the Amendment No. 7 Effective Date; (c) The Administrative Agent shall have received the executed legal opinion of ▇S▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇B▇▇▇▇▇▇▇ LLP, special counsel to the Credit Parties. The Borrower, Holdings and the Administrative Agent hereby instruct such counsel to deliver such legal opinion; (d) The Borrower shall have paid (i) the Amendment No. 4 7 Arrangers and the Tranche B-4 Term Loan Lenders the fees in the amounts previously agreed in writing to be received on the Amendment No. 4 7 Effective Date and (ii) the Administrative Agent all reasonable costs and expenses (including, without limitation the reasonable fees, charges and disbursements of ▇▇▇▇▇▇ ▇L▇▇▇▇▇ & ▇W▇▇▇▇▇▇ LLP, counsel for the Administrative Agent and the Amendment No. 4 7 Arrangers) of the Administrative Agent for which invoices have been presented prior to the Amendment No. 4 7 Effective Date; (e) The representations and warranties set forth in Section 2 3 above shall be true and correct; (f) The Administrative Agent (or its counsel) shall have received (A) a certificate of each of (x) Holdings and the Borrower, dated as of the Closing Amendment No. 7 Effective Date, substantially in the form of Exhibit E to the Credit Agreement, with appropriate insertions, executed by any Authorized Officer and the Secretary or any Assistant Secretary of Holdings and the Borrower, as applicable, and attaching the documents referred to in the following clause (B) and (B) (w) a copy of the resolutions of the board of directors or other managers of Holdings and the Borrower authorizing (I) the execution, delivery, and performance of this Amendment (and any agreements relating thereto) to which it is a party and the performance of the obligations under the Amended Credit Agreement and (II) in the case of the Borrower, the extensions of credit contemplated hereunder, (x) the Certificate of Incorporation and By-Laws or other comparable organizational documents, as applicable, of Holdings and the Borrower, (y) signature and incumbency certificates of the Authorized Officers of Holdings and the Borrower executing this Amendment and the other Credit Documents to which it is a party, and (z) a good standing certificate from the relevant Governmental Authority of the jurisdiction of organization of the Borrower and Holdings, dated the Amendment No. 4 7 Effective Date or a recent date prior thereto; and; (g) The Administrative Agent shall have received a Notice of Borrowing in respect of the Tranche B-3 B-4 Term Loans in accordance with Section 2.3 of the Amended Credit Agreement; (h) The Administrative Agent shall have received a certificate of the Borrower certifying that after giving effect to the incurrence of the Tranche B-4 Term Loan Commitments, the Borrower has not incurred Indebtedness pursuant to Section 2.14 and Section 10.1(x) of the Credit Agreement in excess of the Maximum Incremental Facilities Amount, calculated in accordance with the terms of the Credit Agreement; (i) The Administrative Agent shall have received a certificate from the Chief Executive Officer, President, the Chief Financial Officer, the Treasurer, the Vice President-Finance, a Director, a Manager or any other senior financial officer of the Borrower to the effect that after giving effect to the transactions contemplated by this Amendment, the Borrower on a consolidated basis with its Restricted Subsidiaries is Solvent; (j) The Tranche B-4 Term Loan Lenders shall have received prior to the Amendment No. 7 Effective Date such documentation and other information about the Borrower and the Guarantors as shall have been reasonably requested in writing by such Lender at least 10 days prior to the Amendment No. 7 Effective Date and as required by U.S. regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including, without limitation, the Patriot Act; and (k) If the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation and any Tranche B-4 Term Loan Lender has provided its electronic delivery requirements, such Lender requesting a Beneficial Ownership Certification in writing to the Borrower at least 10 days prior to the Amendment No. 7 Effective Date shall have received prior to the Amendment No. 7 Effective Date, a Beneficial Ownership Certification in relation to the Borrower.

Conditions to Effectiveness of Amendment. This Amendment shall become effective on as of the first Business Day date (the “Effective Date”) on which each of the following conditions is are satisfied: (a) The Administrative Agent shall have received (i) (I) from each Cashless Option Tranche B-2 Lender and (II) from Additional Tranche B-3 Term Loan Lenders having Additional Tranche B-3 Term Loan Commitments equal in principal amount to the principal amount of Existing Term Loans held by Non-Consenting Existing Tranche B-2 Term Loan Lenders and Post-Closing Option Lenders, (ii) from the Administrative Agent, and (iii) from the Borrower and Holdings, either (x) a counterpart counterparts of this Amendment (orduly executed and delivered by the Borrower, in each Subsidiary Guarantor, the case of such Cashless Option Tranche B-2 Lenders, a Consent to Amendment No. 4) signed on behalf of such party or (y) written evidence satisfactory to the Administrative Agent (which may include telecopy or other electronic transmission of a signed signature page of this Amendment) that such party has signed a counterpart of this Amendment;Issuing Bank and each Lender. (b) The Borrower Administrative Agent shall have paid to received reimbursement for all Existing Term Loan Lenders on the Amendment No. 4 Effective Date, simultaneously of its reasonable out-of-pocket costs and expenses in accordance with the making (or deemed making) of Tranche B-3 Term Loans under the Credit Agreement, all accrued and unpaid interest on the Existing Term Loans to, but not including, the Amendment No. 4 Effective Date;Section 2.4 hereto. (c) The Administrative Agent shall have received, for its account and on account of each Lender, all fees in connection with this Amendment in accordance with any fee letter or commitment letter, between the Borrower and ING or the Borrower and any Lender. (d) The Borrower shall have paid to the Administrative Agent and the Lenders all accrued but unpaid interest as of the date hereof, calculated at the rate set forth in the Credit Agreement (for clarity, without giving effect to the Amendment). (e) The Administrative Agent shall have received a favorable written opinion (addressed to the executed legal opinion Administrative Agent and the Lenders and dated as of ▇▇▇▇▇▇▇ ▇▇the date hereof) of ▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ , LLP, special counsel for the Obligors, in form and substance reasonably acceptable to the Credit Parties. The Borrower, Holdings and the Administrative Agent and covering this Amendment and any other matter as the Administrative Agent may reasonably request (and the Borrower hereby instruct instructs such counsel to deliver such legal opinion; (d) The Borrower shall have paid (i) opinion to the Amendment No. 4 Arrangers the fees in the amounts previously agreed in writing to be received on the Amendment No. 4 Effective Date Lenders and (ii) the Administrative Agent all reasonable costs and expenses (including, without limitation the reasonable fees, charges and disbursements of ▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, counsel for the Administrative Agent and the Amendment No. 4 Arrangers) of the Administrative Agent for which invoices have been presented prior to the Amendment No. 4 Effective Date; (e) The representations and warranties set forth in Section 2 above shall be true and correct;Agent). (f) The Administrative Agent (or its counsel) shall have received received: (Ai) a certificate certificate, from the secretary of each Obligor, that there has been no change to the organizational documents of (x) Holdings and the Borrower, dated each Obligor delivered as of the Closing DateFebruary 22, substantially in the form of Exhibit E to the Credit Agreement2011, with appropriate insertions, executed by any Authorized Officer (ii) signature and the Secretary or any Assistant Secretary of Holdings and the Borrower, as applicable, and attaching the documents referred to in the following clause (B) and (B) (w) a copy incumbency certificates of the officers of such Person executing this Amendment, (iii) resolutions of the board of directors or other managers similar governing body of Holdings each Obligor approving and the Borrower authorizing (I) the execution, delivery, delivery and performance of this Amendment (and any agreements relating thereto) to which it is a party and the performance of the obligations under the Amended Credit Agreement and (II) in the case of the Borrower, the extensions of credit contemplated hereunderAmendment, (x) the Certificate of Incorporation and By-Laws or other comparable organizational documents, as applicable, of Holdings and the Borrower, (y) signature and incumbency certificates of the Authorized Officers of Holdings and the Borrower executing the Credit Documents to which it is a party, and (ziv) a good standing certificate from the relevant applicable Governmental Authority of the each Obligor's jurisdiction of incorporation, organization of the Borrower or formation and Holdingsin each jurisdiction in which it is qualified as a foreign corporation or other entity to do business, each dated the Amendment No. 4 Effective Date or a recent date prior thereto; and to the date hereof, and (gv) The such other documents and certificates as the Administrative Agent shall have received a Notice of Borrowing in respect or its counsel may reasonably request relating to the organization, existence and good standing of the Tranche B-3 Term Loans Obligors, the authorization of this Amendment and any other legal matters relating to the Obligors, all in accordance with Section 2.3 of form and substance satisfactory to the Amended Credit AgreementAdministrative Agent and its counsel.

Conditions to Effectiveness of Amendment. This The effectiveness of the terms of this Amendment shall become effective on the first Business Day on which each be subject to satisfaction of the following conditions is satisfied:precedent (the date upon which this Amendment becomes effective, the “Amendment No. 3 Effective Date”): (a) The the Administrative Agent shall have received (i) (I) from each Cashless Option Tranche B-2 Lender and (II) from Additional Tranche B-3 Term Loan Lenders having Additional Tranche B-3 Term Loan Commitments equal in principal amount to the principal amount of Existing Term Loans held by Non-Consenting Existing Tranche B-2 Term Loan Lenders and Post-Closing Option Lenders, (ii) from the Administrative Agent, and (iii) from the Borrower and Holdings, either (x) a counterpart of this Amendment (or, in the case of such Cashless Option Tranche B-2 Lenders, a Consent to Amendment No. 4) signed on behalf of such party or (y) written evidence satisfactory to the Administrative Agent (which may include telecopy or other electronic transmission of a signed signature page of this Amendment) that such party has signed , duly executed and delivered by a counterpart duly authorized officer of this Amendment; (b) The Borrower shall have paid to all Existing Term Loan Lenders on each of the Amendment No. 4 Effective Date, simultaneously with the making (or deemed making) of Tranche B-3 Term Loans under the Credit Agreement, all accrued and unpaid interest on the Existing Term Loans to, but not includingTop Borrower, the Amendment No. 4 Effective Date; (c) The Administrative Agent shall have received the executed legal opinion of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co-Borrower, ▇▇▇▇▇▇▇▇ LLPTravel Canada, special counsel to Inc., an Alberta corporation (the Credit Parties. The “Canadian Parent Guarantor” and, together with the Co-Borrower, Holdings the “Subject Canadian Loan Parties”), each other Loan Party, the Administrative Agent, the Swing Line Lender, each L/C Issuer, each Revolver Increase Lender, each Revolving Lender and the Administrative Agent hereby instruct such counsel to deliver such legal opinionother Lenders party hereto; (db) The Borrower the Borrowers shall have paid (i) paid, or caused to have been paid, to the Lead Arranger, all fees and other amounts due and payable in connection with this Amendment No. 4 Arrangers on or prior to the date hereof, (ii) paid, or caused to have been paid, to the Administrative Agent, for the account of each Revolver Increase Lender, upfront fees in an amount equal to 0.30% of the amounts previously agreed in writing to be received aggregate principal amount of the 2023 Increased Revolving Commitments provided by the Revolver Increase Lenders on the Amendment No. 4 3 Effective Date, such fees being in all respects fully earned, due and payable on the Amendment No. 3 Effective Date and non-refundable and non-credible thereafter and (iiiii) to the extent invoiced at least three Business Days prior to the Amendment No. 3 Effective Date (or such shorter period as the Top Borrower may reasonably agree), paid or reimbursed the Administrative Agent for all reasonable costs and documented out-of-pocket expenses (including, without limitation the including reasonable fees, charges and disbursements of ▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, New York counsel for to the Administrative Agent Agent, and ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, Canadian counsel to the Administrative Agent) required to be paid or reimbursed pursuant to Section 10.04 of the Credit Agreement; (c) the representations and warranties contained in Section 6, shall be true and correct in all material respects on and as of the Amendment No. 4 Arrangers3 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 as of such earlier date, except that any such representation or warranty qualified by materiality or as to Material Adverse Effect shall be true and correct in all respects as so qualified; (d) immediately prior to and after giving effect to this Amendment and the transactions contemplated hereby, no Event of Default shall have occurred and be continuing; (e) the Administrative Agent shall have received a certificate, dated the Amendment No. 3 Effective Date and signed by a Responsible Officer of the Top Borrower, certifying as to the representations and warranties in Section 6(b) and (c); (f) the Administrative Agent shall have received an amendment or joinder to the Guaranty joining (i) the Co-Borrower as a Guarantor of the Guaranteed Obligations (as defined in the Guaranty), other than the Revolving Loan Obligations and (ii) the Canadian Parent Guarantor as a Guarantor of the Guaranteed Obligations; (g) the Administrative Agent shall have received lien search results covering the Subject Canadian Loan Parties, dated a date reasonably near to the Amendment No. 3 Effective Date; (h) the Administrative Agent shall have received a notice of voluntary prepayment of the Initial Term Loans in an aggregate principal amount of $70,000,000 in accordance with Section 2.05(a) of the Credit Agreement (it being understood that each Initial Term Lender party hereto hereby waives the requirement to provide advance notice of such prepayment pursuant to Section 2.05(a) of the Credit Agreement); (i) the Administrative Agent for shall have received such certificates of resolutions or other action, incumbency certificates and/or other certificates of a Responsible Officer of each Loan Party as the Administrative Agent may require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Amendment, the Amended Credit Agreement and the other Loan Documents to which invoices such Loan Party is a party; (j) the Administrative Agent shall have been presented received such documents and certifications as the Administrative Agent may reasonably require to evidence that each Loan Party is duly organized or formed, and that each Loan Party is validly existing, in good standing and qualified to engage in business in each jurisdiction where such Person is qualified to do business; (k) the Administrative Agent shall have received favorable opinions of (i) ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, corporate counsel to the Loan Parties, and (ii) ▇▇▇▇▇, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, as Canadian counsel to the Loan Parties, in each case, addressed to the Administrative Agent; and (l) the Top Borrower and the Co-Borrower shall have provided or caused to be provided the documentation and other information to the Lenders that are reasonably required by the applicable regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including, without limitation, the Patriot Act and the Beneficial Ownership Regulation, in each case, at least three Business Days prior to the Amendment No. 4 3 Effective Date; (e) The representations and warranties set forth in Section 2 above shall be true and correct; (f) The Administrative Agent (or its counsel) shall have received (A) a certificate of each of (x) Holdings and the Borrower, dated as of the Closing Date, substantially in the form of Exhibit E to the Credit Agreement, with appropriate insertions, executed by any Authorized Officer and the Secretary or any Assistant Secretary of Holdings and the Borrower, as applicable, and attaching the documents referred to in the following clause (B) and (B) (w) a copy of the resolutions of the board of directors or other managers of Holdings and the Borrower authorizing (I) the execution, delivery, and performance of this Amendment (and any agreements relating thereto) to which it is a party and the performance of the obligations under the Amended Credit Agreement and (II) in the case of the Borrower, the extensions of credit contemplated hereunder, (x) the Certificate of Incorporation and By-Laws or other comparable organizational documents, as applicable, of Holdings and the Borrower, (y) signature and incumbency certificates of the Authorized Officers of Holdings and the Borrower executing the Credit Documents to which it is a party, and (z) a good standing certificate from the relevant Governmental Authority of the jurisdiction of organization of the Borrower and Holdings, dated the Amendment No. 4 Effective Date or a recent date prior thereto; and (g) The Administrative Agent shall have received a Notice of Borrowing in respect of the Tranche B-3 Term Loans in accordance with Section 2.3 of the Amended Credit Agreement.

Conditions to Effectiveness of Amendment. This Amendment shall become effective on as of September 30, 2012 if and only if prior to such date the first Business Day on which each Agent shall have received executed counterparts of this Amendment from the Majority Lenders and the following conditions is satisfied:precedent have been satisfied (September 30, 2012, if such conditions are so satisfied herein called the “Effective Date”): (a) The Administrative Agent’s receipt of the following, each of which shall be originals or telecopies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party and each in form and substance satisfactory to the Agent shall have received and in such number of counterparts as may be requested by the Agent: (i) (I) from each Cashless Option Tranche B-2 Lender and (II) from Additional Tranche B-3 Term counterparts of the Amendment Documents executed by the applicable Loan Lenders having Additional Tranche B-3 Term Loan Commitments equal in principal amount to the principal amount of Existing Term Loans held by Non-Consenting Existing Tranche B-2 Term Loan Lenders and Post-Closing Option Lenders, Parties. (ii) from a certificate on behalf of each applicable Loan Party certifying that none of the Administrative Agentresolutions, incumbency certificates, Organization Documents and/or certificates of Responsible Officers of each Loan Party as the Agent has previously required evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with the Loan Documents to which such Loan Party is a party have been amended or are otherwise inaccurate since they were delivered and certifying resolutions authorizing this Amendment. (iii) from such other documents or certificates as the Borrower and Holdings, either (x) a counterpart of this Amendment (or, in the case of such Cashless Option Tranche B-2 Lenders, a Consent to Amendment No. 4) signed on behalf of such party or (y) written evidence satisfactory to the Administrative Agent (which may include telecopy or other electronic transmission of a signed signature page of this Amendment) that such party has signed a counterpart of this Amendment;shall reasonably request. (b) The Any fees required to be paid to the Agent or any Lender on or before the Effective Date shall have been paid. (c) Unless waived by the Agent, the Borrower shall have paid to all Existing Term Loan Lenders on the Amendment No. 4 Effective Date, simultaneously with the making (or deemed making) of Tranche B-3 Term Loans under the Credit Agreement, all accrued and unpaid interest on the Existing Term Loans to, but not including, the Amendment No. 4 Effective Date; (c) The Administrative Agent shall have received the executed legal opinion of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, special counsel to the Credit Parties. The Borrower, Holdings and the Administrative Agent hereby instruct such counsel to deliver such legal opinion; (d) The Borrower shall have paid (i) the Amendment No. 4 Arrangers the fees in the amounts previously agreed in writing to be received on the Amendment No. 4 Effective Date and (ii) the Administrative Agent all reasonable costs and expenses (including, without limitation the reasonable fees, charges and disbursements of ▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, counsel for to the Administrative Agent and to the Amendment No. 4 Arrangers) of the Administrative Agent for which invoices have been presented extent invoiced prior to or on the Amendment No. 4 Effective Date; , plus such additional amounts of such fees, charges and disbursements as shall constitute its reasonable estimate of such fees, charges and disbursements incurred or to be incurred by it through the closing proceedings (e) The representations and warranties set forth in Section 2 above provided that such estimate shall be true and correct; (f) The Administrative Agent (or its counsel) shall have received (A) not thereafter preclude a certificate final settling of each of (x) Holdings and the Borrower, dated as of the Closing Date, substantially in the form of Exhibit E to the Credit Agreement, with appropriate insertions, executed by any Authorized Officer and the Secretary or any Assistant Secretary of Holdings and the Borrower, as applicable, and attaching the documents referred to in the following clause (B) and (B) (w) a copy of the resolutions of the board of directors or other managers of Holdings and the Borrower authorizing (I) the execution, delivery, and performance of this Amendment (and any agreements relating thereto) to which it is a party and the performance of the obligations under the Amended Credit Agreement and (II) in the case of the Borrower, the extensions of credit contemplated hereunder, (x) the Certificate of Incorporation and By-Laws or other comparable organizational documents, as applicable, of Holdings and the Borrower, (y) signature and incumbency certificates of the Authorized Officers of Holdings and the Borrower executing the Credit Documents to which it is a party, and (z) a good standing certificate from the relevant Governmental Authority of the jurisdiction of organization of accounts between the Borrower and Holdings, dated the Amendment No. 4 Effective Date or a recent date prior thereto; and (g) The Administrative Agent shall have received a Notice of Borrowing in respect of the Tranche B-3 Term Loans in accordance with Section 2.3 of the Amended Credit AgreementAgent).

Conditions to Effectiveness of Amendment. This The Bank’s willingness to agree to the amendments set forth in this Amendment shall become effective on is subject to the first Business Day on which each prior satisfaction of the following conditions is satisfiedconditions: 1. Execution by all parties and delivery to the Bank of this Amendment, including the attached Consent of Guarantor, the Restated Note, and an Incumbency Certificate. MEDPACE INTERMEDIATECO, INC., a Delaware corporation (the “Guarantor”) consents to the provisions of the foregoing Amendment No. 8 to Loan Documents (the “Amendment”) and all prior amendments (if any) and confirms and agrees that: (a) The Administrative Agent shall have received the Guarantor’s obligations under its Guaranty Agreement dated as of September 30, 2019 (i) (I) from each Cashless Option Tranche B-2 Lender and (II) from Additional Tranche B-3 Term Loan Lenders having Additional Tranche B-3 Term Loan Commitments equal in principal amount the “Guaranty”), relating to the principal amount of Existing Term Loans held by Non-Consenting Existing Tranche B-2 Term Loan Lenders and Post-Closing Option Lenders, (ii) from the Administrative Agent, and (iii) from the Borrower and Holdings, either (x) a counterpart of this Amendment (or, Obligations referenced in the case of such Cashless Option Tranche B-2 LendersAmendment, a Consent to Amendment No. 4) signed on behalf of such party or (y) written evidence satisfactory to shall be unimpaired by the Administrative Agent (which may include telecopy or other electronic transmission of a signed signature page of this Amendment) that such party has signed a counterpart of this Amendment; ; (b) The Borrower shall have paid the Guarantor has no defenses, set offs, counterclaims, discounts or charges of any kind against the Bank, its officers, directors, employees, agents or attorneys with respect to all Existing Term Loan Lenders on the Amendment No. 4 Effective Date, simultaneously with the making (or deemed making) of Tranche B-3 Term Loans under the Credit Agreement, all accrued Guaranty; and unpaid interest on the Existing Term Loans to, but not including, the Amendment No. 4 Effective Date; (c) The Administrative Agent shall have received all of the executed legal opinion of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLPterms, special counsel conditions and covenants in the Guaranty remain unaltered and in full force and effect and are hereby ratified and confirmed and apply to the Credit PartiesObligations, as modified by the Amendment. The Borrower, Holdings and the Administrative Agent hereby instruct such counsel to deliver such legal opinion; (d) The Borrower shall have paid (i) the Amendment No. 4 Arrangers the fees in the amounts previously agreed in writing to be received on the Amendment No. 4 Effective Date and (ii) the Administrative Agent Guarantor certifies that all reasonable costs and expenses (including, without limitation the reasonable fees, charges and disbursements of ▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, counsel for the Administrative Agent and the Amendment No. 4 Arrangers) of the Administrative Agent for which invoices have been presented prior to the Amendment No. 4 Effective Date; (e) The representations and warranties set forth made in Section 2 above shall be the Guaranty are true and correct; . The Guarantor hereby confirms that any collateral for the Obligations, including liens, security interests, mortgages, and pledges granted by the Guarantor or third parties (f) The Administrative Agent (or its counsel) if applicable), shall have received (A) a certificate of each of (x) Holdings continue unimpaired and the Borrowerin full force and effect, dated as shall cover and secure all of the Closing DateGuarantor’s existing and future Obligations to the Bank, substantially as modified by this Amendment. By signing below, the Guarantor agrees that this Consent, the Guaranty, the other Loan Documents, any amendments thereto and any other information, notice, signature card, agreement or authorization related thereto (each, a “Communication”) may, at the Bank’s option, be in the form of Exhibit E an electronic record. Any Communication may, at the Bank’s option, be signed or executed using electronic signatures. For the avoidance of doubt, the authorization under this paragraph may include, without limitation, use or acceptance by the Bank of a manually signed paper Communication which has been converted into electronic form (such as scanned into PDF format) for transmission, delivery and/or retention. The Guarantor acknowledges and agrees that the methods for delivering Communications, including notices, under the Guaranty and the other Loan Documents include electronic transmittal to any electronic address provided by any party to the Credit Agreement, with appropriate insertions, executed by any Authorized Officer and the Secretary or any Assistant Secretary of Holdings and the Borrower, as applicable, and attaching the documents referred other party from time to in the following clause (B) and (B) (w) a copy of the resolutions of the board of directors or other managers of Holdings and the Borrower authorizing (I) the execution, delivery, and performance of this Amendment (and any agreements relating thereto) to which it is a party and the performance of the obligations under the Amended Credit Agreement and (II) in the case of the Borrower, the extensions of credit contemplated hereunder, (x) the Certificate of Incorporation and By-Laws or other comparable organizational documents, as applicable, of Holdings and the Borrower, (y) signature and incumbency certificates of the Authorized Officers of Holdings and the Borrower executing the Credit Documents to which it is a party, and (z) a good standing certificate from the relevant Governmental Authority of the jurisdiction of organization of the Borrower and Holdings, dated the Amendment No. 4 Effective Date or a recent date prior thereto; and (g) The Administrative Agent shall have received a Notice of Borrowing in respect of the Tranche B-3 Term Loans in accordance with Section 2.3 of the Amended Credit Agreementtime.

Conditions to Effectiveness of Amendment. This Amendment shall become effective on the first Business Day date on which each of the following conditions is satisfied:have been satisfied or waived in accordance with the terms hereof and the Credit Agreement (such date, the “Effective Date”): (a) The 4.1 this Amendment shall have been executed and delivered by the Borrowers, the Administrative Agent, the Required Lenders and the 2015-1 Incremental Term A Loan Lenders; 4.2 the Administrative Agent shall have received a certificate of the Parent Borrower dated as of the Effective Date, duly executed and delivered by an Authorized Officer of the Parent Borrower (i) (IA) from each Cashless Option Tranche B-2 Lender certifying and (II) from Additional Tranche B-3 attaching the resolutions or similar consents adopted by the Parent Borrower approving or consenting to this Amendment and the incurrence of the 2015-1 Incremental Term Loan Lenders having Additional Tranche B-3 Term Loan Commitments equal in principal amount to the principal amount of Existing Term Loans held by Non-Consenting Existing Tranche B-2 Term Loan Lenders and Post-Closing Option LendersA Loans, (iiB) from certifying that the Administrative Agent, certificate or articles of incorporation and (iii) from by-laws of the Parent Borrower and Holdings, either (x) a counterpart of this Amendment (or, in has not been amended since the case of such Cashless Option Tranche B-2 Lenders, a Consent to Amendment No. 4) signed on behalf of such party Closing Date or (y) written evidence satisfactory is attached as an exhibit to such certificate, and (C) certifying as to the Administrative Agent incumbency and specimen signature of each officer executing this Amendment and any related documents on behalf of the Parent Borrower and (which may include telecopy or other electronic transmission of a signed signature page of this Amendmentii) that such party has signed a counterpart of this Amendmentcertifying as to the matters set forth in Sections 4.5 below; 4.3 all fees and out-of-pocket expenses for which invoices have been presented prior to the Effective Date (bincluding the reasonable fees and expenses of legal counsel) The Borrower required to be paid or reimbursed by the Borrowers pursuant to Section 10.3 of the Credit Agreement or any other letter agreement in connection with this Amendment shall have been paid to all Existing Term Loan Lenders on the Amendment No. 4 Effective Date, simultaneously with the making (or deemed making) of Tranche B-3 Term Loans under the Credit Agreement, all accrued and unpaid interest on the Existing Term Loans to, but not including, the Amendment No. 4 Effective Datereimbursed; (c) The 4.4 the Administrative Agent shall have received opinions, dated as of the executed legal opinion of Effective Date and addressed to the Administrative Agent and all 2015-1 Incremental Term A Loan Lenders, from (i) ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, special counsel to the Credit Parties. The Parent Borrower, Holdings in form and substance reasonably satisfactory to the Administrative Agent hereby instruct such counsel to deliver such legal opinion; (d) The Borrower shall have paid (i) the Amendment No. 4 Arrangers the fees in the amounts previously agreed in writing to be received on the Amendment No. 4 Effective Date and (ii) Maryland counsel to the Parent Borrower, in form and substance reasonably satisfactory to the Administrative Agent Agent; 4.5 the representations and warranties in Section 5 of this Amendment shall be true and correct in all reasonable costs and expenses (including, without limitation the reasonable fees, charges and disbursements of ▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, counsel for the Administrative Agent and the Amendment No. 4 Arrangers) material respects as of the Administrative Agent for which invoices have been presented prior to the Amendment No. 4 Effective Date; (e) The representations and warranties set forth in Section 2 above 4.6 the Parent Borrower shall be true and correct; (f) The Administrative Agent (or its counsel) shall have received (A) a certificate of each of (x) Holdings and the Borrower, dated as in compliance with Section 7.2.4 of the Closing Date, substantially in the form of Exhibit E Credit Agreement both before and after giving effect to the Credit Agreement, with appropriate insertions, executed by any Authorized Officer and the Secretary or any Assistant Secretary of Holdings and the Borrower, as applicable, and attaching the documents referred to in the following clause (B) and (B) (w) a copy incurrence of the resolutions of the board of directors or other managers of Holdings and the Borrower authorizing (I) the execution, delivery, and performance of this Amendment (and any agreements relating thereto) to which it is a party and the performance of the obligations under the Amended Credit Agreement and (II) in the case of the Borrower, the extensions of credit contemplated hereunder, (x) the Certificate of Incorporation and By2015-Laws or other comparable organizational documents, as applicable, of Holdings and the Borrower, (y) signature and incumbency certificates of the Authorized Officers of Holdings and the Borrower executing the Credit Documents to which it is a party, and (z) a good standing certificate from the relevant Governmental Authority of the jurisdiction of organization of the Borrower and Holdings, dated the Amendment No. 4 Effective Date or a recent date prior thereto1 Incremental Term A Loans; and (g) The Administrative Agent 4.7 the Senior Secured Leverage Ratio shall have received a Notice of Borrowing in respect be less than 3.00 to 1.00 both before and after giving effect to the incurrence of the Tranche B-3 2015-1 Incremental Term A Loans in accordance with Section 2.3 (assuming, for the purposes of the Amended Credit Agreementcalculations under this Section 4.7, that the Revolving Commitments are 50% drawn and that all Permitted Securitization is 50% utilized).

Conditions to Effectiveness of Amendment. This Section 1 of this Amendment shall become effective on as of the first Business Day date (the “Fourth Amendment Effective Date”) on which each of the following conditions is satisfiedhave been satisfied or waived: (a) The Administrative Agent shall have received (i) (I) from each Cashless Option Tranche B-2 Lender and (II) from Additional Tranche B-3 Term Loan Lenders having Additional Tranche B-3 Term Loan Commitments equal in principal amount to the principal amount of Existing Term Loans held by Non-Consenting Existing Tranche B-2 Term Loan Lenders and Post-Closing Option Lenders, (ii) from the Administrative Agent, and (iii) from the Borrower and Holdings, either (x) a counterpart of this Amendment (or, in the case of such Cashless Option Tranche B-2 Lenders, a Consent to Amendment No. 4) signed on behalf of such party or (y) written evidence satisfactory to the Administrative Agent (which may include telecopy or other electronic transmission of a signed signature page of this Amendment) that such party has signed a counterpart of this Amendment; (b) The Borrower shall have paid to all Existing Term Loan Lenders on the Amendment No. 4 Effective Date, simultaneously with the making (or deemed making) of Tranche B-3 Term Loans under the Credit Agreement, all accrued and unpaid interest on the Existing Term Loans to, but not including, the Amendment No. 4 Effective Date; (c) The Administrative Agent shall have received the executed legal opinion of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, special counsel to the Credit Parties. The Borrower, Holdings and the Administrative Agent hereby instruct such counsel to deliver such legal opinion; (d) The Borrower shall have paid (i) the Amendment No. 4 Arrangers the fees in the amounts previously agreed in writing to be received on the Amendment No. 4 Effective Date and (ii) the Administrative Agent all reasonable costs and expenses (including, without limitation the reasonable fees, charges and disbursements of ▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, counsel for the Administrative Agent and the Amendment No. 4 Arrangers) of the Administrative Agent for which invoices have been presented prior to the Amendment No. 4 Effective Date; (e) The representations and warranties set forth in Section 2 above shall be true and correct; (f) The Administrative Agent (or its counsel) shall have received (Ai) a certificate of each of (x) Holdings duly executed and completed counterpart hereof that bears the Borrower, dated as of the Closing Date, substantially in the form of Exhibit E to the Credit Agreement, with appropriate insertions, executed by any Authorized Officer and the Secretary or any Assistant Secretary of Holdings and the Borrower, as applicable, and attaching the documents referred to in the following clause (B) and (B) (w) a copy of the resolutions of the board of directors or other managers of Holdings and the Borrower authorizing (I) the execution, delivery, and performance of this Amendment (and any agreements relating thereto) to which it is a party and the performance of the obligations under the Amended Credit Agreement and (II) in the case of the Borrower, the extensions of credit contemplated hereunder, (x) the Certificate of Incorporation and By-Laws or other comparable organizational documents, as applicable, of Holdings and the Borrower, (y) signature and incumbency certificates of the Authorized Officers of Holdings and the Borrower executing the Credit Documents to which it is a party, and (z) a good standing certificate from the relevant Governmental Authority of the jurisdiction of organization of the Borrower and Holdingseach other Loan Party, dated (ii) a duly executed and completed counterpart hereof that bears the Amendment No. 4 Effective Date or signature of the Administrative Agent and (iii) a recent date prior thereto; andduly executed and completed counterpart hereof that bears the signature of each of the Lenders party hereto (comprising the Required Lenders); (gb) The Administrative Agent shall have received a Notice an Acknowledgment and Confirmation in the form of Borrowing Annex I hereto from an authorized officer of each Loan Party; (c) The Administrative Agent shall have received (i) reimbursement of reasonable and documented out of pocket expenses (to the extent invoiced no later than three Business Days prior to the Fourth Amendment Effective Date) in respect of connection with this Amendment and the Tranche B-3 Term Loans other transactions contemplated hereby in accordance with Section 2.3 9.03 of the Amended Credit AgreementAgreement and (ii) on behalf of itself, its Affiliates and each Lender consenting to this Amendment, all fees owed to it, its Affiliates and/or such Lender on or prior to the date hereof; (d) The Administrative Agent shall have received at least two (2) Business Days prior to the Fourth Amendment Effective Date all documentation and other information about the Loan Parties as shall have been reasonably requested in writing at least five (5) Business Days prior to the Fourth Amendment Effective Date by the Administrative Agent required by regulatory authorities under applicable Anti-Money Laundering Laws, including the USA PATRIOT Act and other “know your customer” rules and regulations; and (e) The Administrative Agent shall have received the Approved Budget in form and substance satisfactory to the Administrative Agent and the Required Lenders.

Conditions to Effectiveness of Amendment. This Amendment shall become effective on the first Business Day on which each of the following conditions is satisfied: (a) The Administrative Agent shall have received (i) (I) from each Cashless Option Tranche B-1 Term Lender with a Tranche B-2 Lender Term Exchange Commitment and (II) from Additional Tranche B-3 Term Loan Post-Closing Option Lenders having Additional Tranche B-3 B-2 Term Loan Commitments equal in principal amount to the principal amount of Existing Tranche B-1 Term Loans held by Non-Consenting Existing Tranche B-2 Exchanging Term Loan Lenders and Post-Closing Option Lenders, (ii) from the Administrative Agent, Agent and (iii) from the Borrower and Holdingseach Guarantor, either (x) a counterpart of this Amendment (or, in the case of such Cashless Option Tranche B-2 Lenders, a Consent to Amendment No. 4) signed on behalf of such party (or a Consent) or (y) written evidence satisfactory to the Administrative Agent (which may include telecopy or other electronic transmission of a signed signature page of this Amendment) that such party has signed a counterpart of this Amendment;. (b) The Administrative Agent shall have received executed Consents from the Required Lenders. (c) The Administrative Agent shall have received from each Additional Tranche B-2 Term Lender (other than Post-Closing Option Lenders) an executed counterpart to the applicable Joinder Agreement. (d) The Borrower shall have paid to all Existing Tranche B-1 Term Loan Lenders on the Amendment No. 4 2 Effective Date, simultaneously with the making (or deemed making) of Tranche B-3 B-2 Term Loans under the Credit Agreement, all accrued and unpaid interest on the Existing their Tranche B-1 Term Loans to, but not including, the Amendment No. 4 2 Effective Date;. (ce) The Administrative Agent shall have received a written opinion (addressed to the executed legal opinion Administrative Agent, the Lenders and the Issuing Banks and dated the Amendment No. 2 Effective Date) of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, special New York counsel for the Loan Parties in form and substance reasonably satisfactory to the Credit PartiesAdministrative Agent. The Borrower, Each of Holdings and the Administrative Agent Borrower hereby instruct requests such counsel to deliver such legal opinion;opinions. (df) The Borrower shall have paid (i) the Amendment No. 4 Arrangers Joint Bookrunners the fees in the amounts previously agreed in writing to be received on the Amendment No. 4 2 Effective Date and (ii) the Administrative Agent all reasonable out-of-pocket costs and expenses of the Administrative Agent (including, without limitation the reasonable fees, charges and disbursements of ▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, counsel for the Administrative Agent and the Amendment No. 4 ArrangersAgent) of the Administrative Agent for which invoices have been presented at least three Business Days prior to the Amendment No. 4 2 Effective Date;. (eg) The representations At the time of and warranties set forth in Section 2 above immediately after giving effect to this Amendment no Default or Event of Default shall have occurred and be true and correct;continuing. (fh) The Administrative Agent (or its counsel) shall have received a copy of (Ai) a certificate each Organizational Document of each Loan Party certified, to the extent applicable, as of a recent date by the applicable Governmental Authority (xin relation to a Loan Party constituted under German law not older than 14 days and certified by the relevant commercial register) Holdings and in relation to a Luxembourg Loan Party an up-to-date excerpt from the Borrower, dated Luxembourg Register in respect of the Luxembourg Loan Party as of the Closing Datedate of this Amendment and a certificate from the Luxembourg Register dated as at the date hereof stating that no judicial decision has been registered with the Luxembourg Register by application of article 13, substantially in items 2 to 11 and 13 and article 14 of the form RCS Law, according to which the Luxembourg Loan Party would be subject to one of Exhibit E to the Credit Agreement, with appropriate insertions, executed by any Authorized Officer and the Secretary or any Assistant Secretary of Holdings and the Borrower, as applicable, and attaching the documents judicial proceedings referred to in these provisions of the following clause RCS Law including in particular, bankruptcy (Bfaillite), controlled management (gestion contrôlée), suspension of payments (sursis de paiement), arrangement with creditors (concordat préventif de la faillite) and judicial liquidation (Bliquidation judiciaire) (w) a copy of the resolutions of the board of directors or other managers of Holdings and the Borrower authorizing (I) the execution, delivery, and performance of this Amendment (and any agreements relating thereto) to which it is a party and the performance of the obligations under the Amended Credit Agreement and (II) in the case of the Borrower, the extensions of credit contemplated hereunderproceedings, (x) the Certificate of Incorporation and By-Laws or other comparable organizational documents, as applicable, of Holdings and the Borrower, (yii) signature and and, to the extent such concept exists, incumbency certificates of the Authorized Responsible Officers of Holdings and the Borrower each Loan Party executing the Credit Loan Documents to which it is a party, (iii) resolutions of the Board of Directors and/or similar governing bodies of each Loan Party approving and authorizing the execution, delivery and performance of Loan Documents to which it is a party, setting out, in respect of each Belgian Loan Party, the reasons why the board of directors of that Belgian Loan Party considered that the entry into this Amendment, is of the benefit to that Loan Party, certified as of the Amendment No. 2 Effective Date by its secretary, an assistant secretary or a Responsible Officer as being in full force and effect without modification or amendment, and (ziv) a good standing certificate (to the extent such concept exists) from the relevant applicable Governmental Authority of the each Loan Party’s jurisdiction of incorporation, organization of or formation. (i) To the Borrower extent required and Holdings, dated requested by any Additional Tranche B-2 Term Lenders at least three Business Days prior to the Amendment No. 4 2 Effective Date or a recent date prior thereto; andDate, the Administrative Agent shall have received all documentation and other information about the Loan Parties as shall have been requested in writing by such Additional Tranche B-2 Term Lenders that they shall have reasonably determined is required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the USA Patriot Act. (gj) The Administrative Agent shall have received a Notice of Borrowing in respect certificate signed by a Responsible Officer of the Tranche B-3 Term Loans in accordance with Section 2.3 Borrower certifying as to the accuracy of the Amended Credit Agreementrepresentations set forth in paragraphs (b) and (c) of Section 2 hereof. (k) The Administrative Agent shall have received a Consent to this Amendment from each Revolving Lender.

Conditions to Effectiveness of Amendment. This Amendment The effectiveness of the amendments set forth in Section 2 hereof shall become effective occur on the first Business Day on which each date of the satisfaction of the following conditions precedent (such date, the “Sixth Amendment Effective Date”): a. the Borrower Representative, each other Loan Party (other than Loan Parties incorporated in Korea) and the New Term Lenders shall have executed and delivered counterparts (or, as applicable, a Lender Consent or a Joinder) to this Amendment to the Administrative Agent; b. each of the representations and warranties contained in Section 10 of this Amendment shall be true and correct in all material respects (and in all respects if any such representation or warranty is satisfied:already qualified by materiality) on and as of the Sixth Amendment Effective Date; (a) The c. at the time of and immediately after giving effect to this Amendment and the transactions occurring on the Sixth Amendment Effective Date, no Default or Event of Default exists; d. the Administrative Agent shall have received (ia certificate dated the Sixth Amendment Effective Date and signed by a Responsible Officer of the Borrower Representative, confirming compliance with the conditions set forth in Sections 7(b) (Iand 7(c) from each Cashless Option Tranche B-2 Lender hereof, confirming that the applicable conditions under Section 2.18(a) and (II) from Additional Tranche B-3 Term Loan Lenders having Additional Tranche B-3 Term Loan Commitments equal Section 4.02 of the Existing Credit Agreement are satisfied in principal amount respect to the principal amount of Existing Refinancing Term Loans held and appending the resolutions adopted by Non-Consenting Existing Tranche B-2 the Borrowers approving the Refinancing Term Loan Lenders and Post-Closing Option Lenders, (ii) from the Administrative Agent, and (iii) from the Borrower and Holdings, either (x) a counterpart of this Amendment (or, in the case of such Cashless Option Tranche B-2 Lenders, a Consent to Amendment No. 4) signed on behalf of such party or (y) written evidence satisfactory to the Administrative Agent (which may include telecopy or other electronic transmission of a signed signature page of this Amendment) that such party has signed a counterpart of this AmendmentLoans; (b) The Borrower shall have paid to all Existing Term Loan Lenders on e. the Amendment No. 4 Effective Date, simultaneously with the making (or deemed making) of Tranche B-3 Term Loans under the Credit Agreement, all accrued and unpaid interest on the Existing Term Loans to, but not including, the Amendment No. 4 Effective Date; (c) The Administrative Agent shall have received a solvency certificate dated as of the executed legal Sixth Amendment Effective Date in substantially the form of Exhibit H of the Amended Credit Agreement from a Financial Officer of the Parent certifying as to the matters set forth therein; f. the Administrative Agent shall have received, on behalf of itself and the Lenders on the Sixth Amendment Effective Date, a customary written opinion of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, special counsel for the Parent, the Borrowers and each other Loan Party (A) dated the Sixth Amendment Effective Date, (B) addressed to the Credit Parties. The BorrowerAdministrative Agent, Holdings the Amendment Arrangers and the Lenders and (C) in form and substance reasonably satisfactory to the Administrative Agent hereby instruct and the Amendment Arrangers covering such counsel matters relating to deliver such legal opinionthis Amendment; (d) The Borrower shall have paid (i) the Amendment No. 4 Arrangers the fees in the amounts previously agreed in writing to be received on the Amendment No. 4 Effective Date and (ii) a. the Administrative Agent all reasonable costs and expenses (including, without limitation the reasonable fees, charges and disbursements of ▇▇▇▇▇▇ ▇▇▇▇▇▇ & shall have received for distribution to ▇▇▇▇▇▇▇ LLPSachs Bank USA, counsel for in its capacity as Amendment Arranger, all fees and expenses agreed to by the Administrative Agent Borrowers or the Borrower Representative that are due and payable on or before the Sixth Amendment No. 4 ArrangersEffective Date (including reasonable and documented out-of-pocket fees, expenses and disbursements of legal counsel) of in each case to the Administrative Agent for which invoices have been presented extent notified to the Borrower Representative at least three (3) Business Days prior to the Sixth Amendment No. 4 Effective Date; (e) The representations and warranties set forth in Section 2 above shall be true and correct; (f) The Administrative Agent (or its counsel) b. the Term Borrowers shall have received applied, concurrently with the exchange of the Exchanged Term Loans with Refinancing Term Loans, the Net Proceeds of the Refinancing Term Loans (Aif any), together with cash on hand, to prepay in full the outstanding principal amount of all Non-Exchanged Term Loans, to pay accrued and unpaid interest payable on all Existing Term Loans to (and excluding) a certificate the Sixth Amendment Effective Date, and (if applicable) to pay amounts owing on the Non-Exchanged Term Loans under Section 3.06 of the Existing Credit Agreement, in each of (x) Holdings and the Borrower, dated case as of the Closing Sixth Amendment Effective Date, substantially in the form of Exhibit E to the Credit Agreement, with appropriate insertions, executed by any Authorized Officer and the Secretary or any Assistant Secretary of Holdings and the Borrower, as applicable, and attaching the documents referred to in the following clause (B) and (B) (w) a copy of the resolutions of the board of directors or other managers of Holdings and the Borrower authorizing (I) the execution, delivery, and performance of this Amendment (and any agreements relating thereto) to which it is a party and the performance of the obligations under the Amended Credit Agreement and (II) in the case of the Borrower, the extensions of credit contemplated hereunder, (x) the Certificate of Incorporation and By-Laws or other comparable organizational documents, as applicable, of Holdings and the Borrower, (y) signature and incumbency certificates of the Authorized Officers of Holdings and the Borrower executing the Credit Documents to which it is a party, and (z) a good standing certificate from the relevant Governmental Authority of the jurisdiction of organization of the Borrower and Holdings, dated the Amendment No. 4 Effective Date or a recent date prior thereto; and (g) The Administrative Agent shall have received a Notice of Borrowing in respect of the Tranche B-3 Term Loans in accordance with Section 2.3 of the Amended Credit Agreement.

Conditions to Effectiveness of Amendment. This Amendment shall become effective on the first Business Day date on which each of the following conditions is satisfied:precedent have been satisfied or waived (the “Fourth Amendment Effective Date”): (a) The Administrative Agent shall have received (i) (I) from each Cashless Option Tranche B-2 Lender and (II) from Additional Tranche B-3 Term Loan Lenders having Additional Tranche B-3 Term Loan Commitments equal in principal amount to the principal amount of Existing Term Loans held by Non-Consenting Existing Tranche B-2 Term Loan Lenders and Post-Closing Option Lenders, (ii) from the Administrative Agent, and (iii) from the Borrower and Holdings, either (x) a counterpart of this Amendment (or, in the case of such Cashless Option Tranche B-2 Lenders, a Consent to Amendment No. 4) signed on behalf of such party or (y) written evidence satisfactory to the Administrative Agent (which may include telecopy or other electronic transmission of a signed signature page of this Amendment) that such party has signed a counterpart of this Amendment;, executed and delivered by a duly authorized officer of each of (A) MWVC, (B) the Borrower, (C) Lenders constituting the Required Lenders and (D) the Administrative Agent. (b) The Borrower After giving effect to this Amendment, each of the representations and warranties made by any Loan Party in or pursuant to the Loan Documents shall have paid to be true and correct in all Existing Term Loan Lenders material respects (and in all respects if qualified by materiality) on and as of the Fourth Amendment No. 4 Effective Date, simultaneously with Date as if made on and as of the making Fourth Amendment Effective Date (or deemed making) to the extent such representations and warranties expressly relate to an earlier date, as of Tranche B-3 Term Loans under the Credit Agreement, all accrued and unpaid interest on the Existing Term Loans to, but not including, the Amendment No. 4 Effective Date;such earlier date). (c) No Default or Event of Default shall have occurred and be continuing on the Fourth Amendment Effective Date or after giving effect to the amendments contemplated herein and any extensions of credit requested to be made on the Fourth Amendment Effective Date. (d) All governmental and third party approvals necessary in connection with the transactions contemplated hereby and by the Credit Agreement shall have been obtained and be in full force and effect, and all applicable waiting periods shall have expired without any action being taken or, to the Borrower’s knowledge, threatened by any competent authority that would restrain, prevent or otherwise impose adverse conditions on the financing contemplated hereby. (e) The Lenders and the Administrative Agent shall have received the executed legal opinion of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, special counsel to the Credit Parties. The Borrower, Holdings and the Administrative Agent hereby instruct such counsel to deliver such legal opinion; (d) The Borrower shall have paid (i) the Amendment No. 4 Arrangers the all fees in the amounts previously agreed in writing required to be received on the Amendment No. 4 Effective Date paid, and (ii) the Administrative Agent all reasonable costs and expenses (including, without limitation the reasonable fees, charges and disbursements of ▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, counsel for the Administrative Agent and the Amendment No. 4 Arrangers) of the Administrative Agent for which invoices have been presented prior to the Borrower on or before the Fourth Amendment No. 4 Effective Date; (e) The representations and warranties set forth in Section 2 above shall be true and correct;. (f) The Administrative Agent (or its counsel) and the other Lenders shall have received (A) a certificate of each of (x) Holdings and received, at least 5 days prior to the Borrower, dated as of the Closing Fourth Amendment Effective Date, substantially in all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the form of Exhibit E to the Credit AgreementPatriot Act, with appropriate insertions, executed by any Authorized Officer and the Secretary or any Assistant Secretary of Holdings and the Borrower, as applicable, and attaching the documents referred to in the following clause (B) and (B) (w) a copy of the resolutions of the board of directors or other managers of Holdings and the Borrower authorizing (I) the execution, delivery, and performance of this Amendment (and any agreements relating thereto) to which it is a party and the performance of the obligations under the Amended Credit Agreement and (II) in the case of the Borrower, the extensions of credit contemplated hereunder, (x) the Certificate of Incorporation and By-Laws or other comparable organizational documents, as applicable, of Holdings and the Borrower, (y) signature and incumbency certificates of the Authorized Officers of Holdings and the Borrower executing the Credit Documents to which it is a party, and (z) a good standing certificate from the relevant Governmental Authority of the jurisdiction of organization previously requested of the Borrower and Holdings, dated by the Amendment No. 4 Effective Date or a recent date prior thereto; and (g) The Administrative Agent shall have received a Notice of Borrowing in respect of the Tranche B-3 Term Loans in accordance with Section 2.3 of the Amended Credit AgreementAgent.

Conditions to Effectiveness of Amendment. This Amendment shall become effective on when and only when the first Business Day on which each Administrative Agent shall have received executed counterparts of this Amendment (or a consent to this Amendment) from one hundred percent (100%) of the Lenders and the following conditions is satisfied:precedent has been satisfied (the date such conditions are so satisfied herein called the “Effective Date”): (a) The Administrative Agent Agent’s receipt of the following, each of which shall have received be originals or telecopies (ifollowed promptly by originals) (I) from unless otherwise specified, each Cashless Option Tranche B-2 Lender and (II) from Additional Tranche B-3 Term Loan Lenders having Additional Tranche B-3 Term Loan Commitments equal in principal amount to properly executed by a Responsible Officer of the principal amount of Existing Term Loans held by Non-Consenting Existing Tranche B-2 Term Loan Lenders and Post-Closing Option Lenderssigning Credit Party, (ii) from each dated the Administrative Agent, and (iii) from the Borrower and Holdings, either (x) a counterpart of this Amendment Effective Date (or, in the case of such Cashless Option Tranche B-2 Lenderscertificates of governmental officials, a Consent to Amendment No. 4recent date before the Effective Date) signed on behalf of such party or (y) written evidence and each in form and substance satisfactory to the Administrative Agent: (i) counterparts of the Amendment Documents executed by the applicable Credit Parties sufficient in number for distribution to the Administrative Agent and the Borrower; (ii) a certificate on behalf of each Credit Party certifying that none of the resolutions, incumbency certificates, organizational documents and/or certificates of Responsible Officers of each Credit Party as the Administrative Agent has previously required evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with the Loan Documents to which may include telecopy such Credit Party is a party have been amended or other electronic transmission of a signed signature page of this Amendment) that such party has signed a counterpart of this Amendment;are otherwise inaccurate since they were delivered. (b) The Any fees required to be paid on or before the Effective Date shall have been paid. (c) Unless waived by the Administrative Agent, the Borrower shall have paid to all Existing Term Loan Lenders on the Amendment No. 4 Effective Date, simultaneously with the making (or deemed making) of Tranche B-3 Term Loans under the Credit Agreement, all accrued and unpaid interest on the Existing Term Loans to, but not including, the Amendment No. 4 Effective Date; (c) The Administrative Agent shall have received the executed legal opinion of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, special counsel to the Credit Parties. The Borrower, Holdings and the Administrative Agent hereby instruct such counsel to deliver such legal opinion; (d) The Borrower shall have paid (i) the Amendment No. 4 Arrangers the fees in the amounts previously agreed in writing to be received on the Amendment No. 4 Effective Date and (ii) the Administrative Agent all reasonable costs and expenses (including, without limitation the reasonable fees, charges and disbursements of ▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, counsel for to the Administrative Agent and to the Amendment No. 4 Arrangers) of the Administrative Agent for which invoices have been presented extent invoiced prior to or on the Amendment No. 4 Effective Date; , plus such additional amounts of such fees, charges and disbursements as shall constitute its reasonable estimate of such fees, charges and disbursements incurred or to be incurred by it through the closing proceedings (e) The representations and warranties set forth in Section 2 above provided that such estimate shall be true and correct; (f) The Administrative Agent (or its counsel) shall have received (A) not thereafter preclude a certificate final settling of each of (x) Holdings and the Borrower, dated as of the Closing Date, substantially in the form of Exhibit E to the Credit Agreement, with appropriate insertions, executed by any Authorized Officer and the Secretary or any Assistant Secretary of Holdings and the Borrower, as applicable, and attaching the documents referred to in the following clause (B) and (B) (w) a copy of the resolutions of the board of directors or other managers of Holdings and the Borrower authorizing (I) the execution, delivery, and performance of this Amendment (and any agreements relating thereto) to which it is a party and the performance of the obligations under the Amended Credit Agreement and (II) in the case of the Borrower, the extensions of credit contemplated hereunder, (x) the Certificate of Incorporation and By-Laws or other comparable organizational documents, as applicable, of Holdings and the Borrower, (y) signature and incumbency certificates of the Authorized Officers of Holdings and the Borrower executing the Credit Documents to which it is a party, and (z) a good standing certificate from the relevant Governmental Authority of the jurisdiction of organization of accounts between the Borrower and Holdings, dated the Amendment No. 4 Effective Date or a recent date prior thereto; and (g) The Administrative Agent shall have received a Notice of Borrowing in respect of the Tranche B-3 Term Loans in accordance with Section 2.3 of the Amended Credit AgreementAgent).

Conditions to Effectiveness of Amendment. This Amendment shall become effective on the first Business Day date (the “Amendment No. 2 Effective Date”) on which each of the following conditions is satisfiedare satisfied or waived by the Lenders and the Issuing Banks: (a) The Administrative Agent (or its counsel) shall have received from each of the Borrower, the Subsidiary Loan Parties and the Lenders party hereto (which shall constitute the Required Lenders of each Class) (i) (I) from each Cashless Option Tranche B-2 Lender and (II) from Additional Tranche B-3 Term Loan Lenders having Additional Tranche B-3 Term Loan Commitments equal in principal amount to the principal amount of Existing Term Loans held by Non-Consenting Existing Tranche B-2 Term Loan Lenders and Post-Closing Option Lenders, (ii) from the Administrative Agent, and (iii) from the Borrower and Holdings, either (x) a counterpart of this Amendment (or, in the case of such Cashless Option Tranche B-2 Lenders, a Consent to Amendment No. 4) signed on behalf of such party or (yii) written evidence reasonably satisfactory to the Administrative Agent (which may include telecopy or other electronic transmission delivery of a signed signature page of this AmendmentAmendment by electronic transmission (e.g., “pdf”)) that such party has signed a counterpart of this Amendment;. (b) The Borrower shall have paid to all Existing Term Loan Lenders on the Amendment No. 4 Effective Date, simultaneously with the making (or deemed making) of Tranche B-3 Term Loans under the Credit Agreement, all accrued and unpaid interest on the Existing Term Loans to, but not including, the Amendment No. 4 Effective Date; (c) The Administrative Agent shall have received the executed legal opinion of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLPreceived, special counsel to the Credit Parties. The Borrower, Holdings and the Administrative Agent hereby instruct such counsel extent invoiced at least one Business Day prior to deliver such legal opinion; (d) The Borrower shall have paid (i) the Amendment No. 4 Arrangers the fees in the amounts previously agreed in writing to be received on the Amendment No. 4 2 Effective Date and (ii) the Administrative Agent Date, reimbursement or payment of all reasonable costs and documented out-of-pocket expenses (including, without limitation the including reasonable fees, charges and disbursements of ▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, counsel for ) required to be reimbursed or paid by the Administrative Agent and the Amendment No. 4 Arrangers) of the Administrative Agent for which invoices have been presented Loan Parties hereunder or under any Loan Document on or prior to the Amendment No. 4 2 Effective Date;. (ec) The Company shall have paid to the Administrative Agent, for the account of each Lender that provides its consent to this Amendment (each, a “Consenting Lender”), an amendment fee in Dollars equal to the sum of (x) 0.10% of the aggregate principal amount of the Term Loans outstanding held by each such Consenting Lender on the Amendment No. 2 Effective Date and (y) 0.10% of the aggregate principal amount of the Revolving Facility Commitments of each such Consenting Lender on the Amendment No. 2 Effective Date. Such fee shall be payable on, and subject to the occurrence of, the Amendment No. 2 Effective Date. (d) The representations and warranties set forth in Section 2 above 3.2 hereof shall be true and correct; (f) The Administrative Agent (or its counsel) shall have received (A) a certificate of each of (x) Holdings and the Borrower, dated correct as of the Closing Date, substantially in the form of Exhibit E to the Credit Agreement, with appropriate insertions, executed by any Authorized Officer and the Secretary or any Assistant Secretary of Holdings and the Borrower, as applicable, and attaching the documents referred to in the following clause (B) and (B) (w) a copy of the resolutions of the board of directors or other managers of Holdings and the Borrower authorizing (I) the execution, delivery, and performance of this Amendment (and any agreements relating thereto) to which it is a party and the performance of the obligations under the Amended Credit Agreement and (II) in the case of the Borrower, the extensions of credit contemplated hereunder, (x) the Certificate of Incorporation and By-Laws or other comparable organizational documents, as applicable, of Holdings and the Borrower, (y) signature and incumbency certificates of the Authorized Officers of Holdings and the Borrower executing the Credit Documents to which it is a party, and (z) a good standing certificate from the relevant Governmental Authority of the jurisdiction of organization of the Borrower and Holdings, dated the Amendment No. 4 2 Effective Date or a recent date prior thereto; andDate. (ge) The Administrative Agent On or prior to the Amendment No. 2 Effective Date, any Loan Party that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation shall have received delivered, to each Lender that so requests at least five Business Days prior to the Amendment No. 2 Effective Date, a Notice of Borrowing Beneficial Ownership Certification in respect of the Tranche B-3 Term Loans in accordance with Section 2.3 of the Amended Credit Agreementrelation to such Loan Party.

Conditions to Effectiveness of Amendment. This The effectiveness of this Amendment shall become effective and the obligations of each Tranche C Term Lender to make a Tranche C Term Loan hereunder on the first Business Day Incremental Facility Amendment Effective Date are subject to the satisfaction or waiver on which or prior to the Incremental Facility Amendment Effective Date of each of the following conditions is satisfiedconditions: (a) The Administrative Agent shall have received (i) (I) from each Cashless Option a counterpart of this Amendment, executed and delivered by a duly authorized officer of the Borrower and the Tranche B-2 Lender and (II) from Additional Tranche B-3 C Term Loan Lenders having Additional Tranche B-3 Term Loan Commitments equal in principal amount to the principal amount of Existing Term Loans held by Non-Consenting Existing Tranche B-2 Term Loan Lenders and Post-Closing Option Lenders, (ii) an executed Acknowledgement and Consent, in the form set forth at the end of this Amendment, from the Administrative Agent, each Loan Party and (iii) from for the Borrower and Holdings, either (x) a counterpart account of this Amendment (or, in the case of such Cashless Option each Tranche B-2 Lenders, a Consent to Amendment No. 4) signed on behalf of such party or (y) written evidence satisfactory C Term Lender that has requested Notes pursuant to the Administrative Agent (which may include telecopy or other electronic transmission Existing Credit Agreement, Notes with respect to the Tranche C Term Loans conforming to the requirements hereof and executed by a duly Authorized Officer of a signed signature page of this Amendment) that such party has signed a counterpart of this Amendment;the Borrower. (b) The Borrower Administrative Agent shall have paid received opinions, addressed to all Existing Term Loan the Administrative Agent and each of the Lenders on and dated the Incremental Facility Amendment No. 4 Effective Date, simultaneously with from (i) K▇▇▇▇▇▇▇ & E▇▇▇▇ LLP, special New York counsel to the making Borrower and (or deemed makingii) of Tranche B-3 Term Loans under B▇▇▇▇▇ R. ▇▇▇▇▇▇, which opinion shall cover the matters covered in Exhibit E-2 to the Existing Credit Agreement, all accrued and unpaid interest on the Existing Term Loans to, but not including, the Amendment No. 4 Effective Date;after giving affect to this Amendment. (c) The Administrative Agent shall have received the executed legal opinion of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, special counsel to the Credit Parties. The Borrower, Holdings and the Administrative Agent hereby instruct such counsel to deliver such legal opinion; (d) The Borrower shall have paid (i) the Amendment No. 4 Arrangers the fees in the amounts previously agreed in writing to be received on the Amendment No. 4 Effective Date and (ii) the Administrative Agent all reasonable costs and expenses (including, without limitation the reasonable fees, charges and disbursements of ▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, counsel for the Administrative Agent and the Amendment No. 4 Arrangers) of the Administrative Agent for which invoices have been presented prior to the Amendment No. 4 Effective Date; (e) The representations and warranties set forth in Section 2 above shall be true and correct; (f) The Administrative Agent (or its counsel) shall have received (A) a certificate of each of (x) Holdings and from the Borrower, a certificate, dated as the Incremental Facility Amendment Effective Date, signed by the Chief Executive Officer, President or any Vice-President and the Secretary of the Closing Date, substantially Borrower in the form of Exhibit E C to the Existing Credit Agreement, Agreement with appropriate insertionsinsertions and deletions, executed by any Authorized Officer together with (x) copies of the resolutions, or such other administrative approval, of the Borrower approving the Tranche C Term Loans to be reasonably satisfactory to the Administrative Agent and (y) a statement that all of the Secretary or any Assistant Secretary of Holdings and the Borrower, as applicable, and attaching the documents referred to applicable conditions set forth in the following clause (BSections 3(f) and (B3(g) (w) a copy of the resolutions of the board of directors or other managers of Holdings and the Borrower authorizing (I) the execution, delivery, and performance of this Amendment (and any agreements relating thereto) to which it is a party and the performance have been satisfied as of the obligations under the Amended Credit Agreement and (II) in the case of the Borrower, the extensions of credit contemplated hereunder, (x) the Certificate of Incorporation and By-Laws or other comparable organizational documents, as applicable, of Holdings and the Borrower, (y) signature and incumbency certificates of the Authorized Officers of Holdings and the Borrower executing the Credit Documents to which it is a party, and (z) a good standing certificate from the relevant Governmental Authority of the jurisdiction of organization of the Borrower and Holdings, dated the Amendment No. 4 Effective Date or a recent date prior thereto; andsuch date. (gd) The Administrative Agent shall have received a Notice of Borrowing in respect from the President, Chief Financial Officer or another senior financial or accounting officer of the Borrower a reasonably satisfactory solvency certificate that shall document the solvency of the Borrower and its Subsidiaries on a consolidated basis after giving effect to the transactions contemplated hereby. (e) The Tranche B-3 C Term Lenders, the Administrative Agent and each Lead Arranger shall have received all fees required to be paid, and all expenses required to be paid for which invoices have been presented, on or before the Incremental Facility Amendment Effective Date. (f) All representations and warranties contained in the Existing Credit Agreement (as amended by this Amendment) or in the other Loan Documents in effect on the Incremental Facility Amendment Effective Date both before and after giving effect to the Tranche C Term Loans shall be true and correct in accordance all material respects with Section 2.3 the same effect as though such representations and warranties had been made on and as of the Amended Credit AgreementIncremental Facility Amendment Effective Date, except to the extent that such representations and warranties expressly relate to an earlier date and except to the extent already qualified by materiality, in which case such representations and warranties shall be true and correct in all respects. (g) After giving effect to this Amendment, no Default or Event of Default shall have occurred and be continuing.

Conditions to Effectiveness of Amendment. This Amendment shall become effective on the first Business Day date (such date, if any, the “Fourth Amendment Effective Date”) on which each of the following conditions is set forth below has been satisfied: (a) The Administrative Agent shall have received (i) (I) from each Cashless Option Tranche B-2 Lender and (II) from Additional Tranche B-3 Term Loan Lenders having Additional Tranche B-3 Term Loan Commitments equal in principal amount to the principal amount of Existing Term Loans held by Non-Consenting Existing Tranche B-2 Term Loan Lenders and Post-Closing Option Lenders, (ii) from the Administrative Agent, and (iii) from the Borrower and Holdings, either (x) a counterpart duly executed counterparts of this Amendment (orfrom the Borrower, in the case of such Cashless Option Tranche B-2 Guarantor Subsidiaries and the Consenting Lenders constituting the Required Lenders, a Consent to Amendment No. 4) signed on behalf of such party or (y) written evidence satisfactory to the Administrative Agent (which may include telecopy or other electronic transmission of a signed signature page of this Amendment) that such party has signed a counterpart of this Amendment;. (b) The Borrower shall have paid to all Existing Term Loan Lenders on the Amendment No. 4 Effective Date, simultaneously with the making (or deemed making) of Tranche B-3 Term Loans under the Credit Agreement, all accrued and unpaid interest on the Existing Term Loans to, but not including, the Amendment No. 4 Effective Date; (c) The Administrative Agent shall have received each of the executed legal opinion of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, special counsel following in form and substance reasonably satisfactory to the Credit Parties. The Borrower, Holdings and the Administrative Agent hereby instruct such counsel to deliver such legal opinion;Agent: (d) The Borrower shall have paid (i) the Amendment No. 4 Arrangers the fees in the amounts previously agreed in writing to be received on the Amendment No. 4 Effective Date and (ii) the Administrative Agent all reasonable costs and expenses (including, without limitation the reasonable fees, charges and disbursements a certificate of ▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, counsel for the Administrative Agent and the Amendment No. 4 Arrangers) an officer of the Administrative Agent for which invoices have been presented prior to the Amendment No. 4 Effective Date; (e) The representations and warranties set forth in Section 2 above shall be true and correct; (f) The Administrative Agent (or its counsel) shall have received each Credit Party certifying that attached thereto is (A) a certificate of each of (x) Holdings true, correct and the Borrower, dated as of the Closing Date, substantially in the form of Exhibit E to the Credit Agreement, with appropriate insertions, executed by any Authorized Officer and the Secretary or any Assistant Secretary of Holdings and the Borrower, as applicable, and attaching the documents referred to in the following clause (B) and (B) (w) a complete copy of the resolutions of duly adopted by the board of directors (or other managers governing body) of Holdings such Credit Party authorizing and approving the Borrower authorizing (I) transactions contemplated hereunder and the execution, delivery, delivery and performance of this Amendment, (B) an incumbency of the officers or authorized representatives of such Credit Party executing this Amendment (and any agreements relating thereto) to which it is a party and the performance of the obligations under the Amended other Credit Agreement Documents and (II) in the case of the Borrower, the extensions of credit contemplated hereunder, (x) the Certificate of Incorporation and By-Laws or other comparable organizational documents, as applicable, of Holdings and the Borrower, (y) signature and incumbency certificates of the Authorized Officers of Holdings and the Borrower executing the Credit Documents to which it is a party, and (zC) a good standing certificate from form the relevant applicable Governmental Authority of the jurisdiction of incorporation, organization or formation of the Borrower and Holdings, dated the Amendment No. 4 Effective Date or a recent date prior theretosuch Credit Party; and (gii) The opinions of counsel to the Credit Agreement addressed to the Administrative Agent and the Lenders with respect to this Amendment. (c) Other than the Specified Events of Default, no Default or Event of Default shall exist on such Fourth Amendment Effective Date immediately prior to or after giving effect to this Amendment. (d) On or after March 30, 2023, Borrower shall have repaid Twenty Million Dollars ($20,000,000) in principal amount of Revolving Loans (such repayment, the “Fourth Amendment Effective Date Prepayment”). (e) Administrative Agent shall have received a Notice the Fourth Amendment Fee First Installment in full and cash. (f) The representations and warranties in the Credit Documents will be true and correct in all material respects (except for representations and warranties that are already qualified by materiality, which representations and warranties will be true and correct in all respects) immediately prior to, and immediately after giving effect to, this Amendment on the Fourth Amendment Effective Date to the same extent as though made on and as of Borrowing that date, except to the extent such representations and warranties specifically relate to an earlier date, in respect which case such representations and warranties will have been true and correct in all material respects (except for those representations and warranties that are conditioned by materiality, which will have been true and correct in all respects) on and as of such earlier date. (g) All costs and, to the Tranche B-3 Term Loans in accordance with Section 2.3 extent invoiced prior to the Fourth Amendment Effective Date, expenses (including reasonable, documented, out-of-pocket legal fees and expenses of consultants and other advisors) and other compensation payable to Administrative Agent and ▇▇▇▇▇ Fargo Securities, LLC will have been paid to the Amended Credit Agreementextent then due.

Conditions to Effectiveness of Amendment. This The effectiveness of this Amendment shall become effective on and the first Business Day on which obligations of each Interim Revolving Credit Lender to provide the Interim Revolving Credit Commitments hereunder are subject to the satisfaction (or waiver by each Interim Revolving Credit Lender in accordance herewith) of each of the following conditions is satisfied:(the date on which such conditions shall have been so satisfied or waived, the “Interim Facility Closing Date”): (a) The Administrative Agent shall have received (i) (I) from each Cashless Option Tranche B-2 Lender and (II) from Additional Tranche B-3 Term Loan Lenders having Additional Tranche B-3 Term Loan Commitments equal in principal amount to the principal amount of Existing Term Loans held by Non-Consenting Existing Tranche B-2 Term Loan Lenders and Post-Closing Option Lenders, (ii) from the Administrative Agent, and (iii) from the Borrower and Holdings, either (x) a counterpart of this Amendment (or, in the case of such Cashless Option Tranche B-2 Lenders, a Consent to Amendment No. 4) signed on behalf of such party or (y) written evidence satisfactory to the Administrative Agent (which may include telecopy or other electronic transmission of a signed signature page of this Amendment) that such party has signed a counterpart of this Amendment;, executed and delivered by a duly authorized officer of the Borrower, Holdings, the Interim Revolving Credit Lenders and the Administrative Agent. (b) No Default or Event of Default shall exist on the Interim Facility Closing Date, and at the time that the Interim Revolving Credit Facility becomes effective (and immediately after giving effect thereto), no Default or Event of Default shall exist. (c) The Borrower shall have paid to all Existing Term Loan Lenders be in compliance with the covenant set forth in Section 7.11 of the Credit Agreement determined on a Pro Forma Basis as of the Amendment No. 4 Effective date of the Interim Revolving Credit Facility and the last day of the most recent Test Period. (d) The First Lien Leverage Ratio, determined on a Pro Forma Basis as of the Interim Facility Closing Date, simultaneously with shall not to exceed 3.75:1.00. (e) Both before and after giving effect to the making (or deemed making) transactions contemplated hereby, the conditions set forth in Section 4.02 of Tranche B-3 Term Loans under the Credit Agreement, all accrued and unpaid interest on the Existing Term Loans to, but not including, the Amendment No. 4 Effective Date;Agreement shall be satisfied. (cf) The Administrative Agent shall have received all fees required to be paid pursuant to the Fee Letter dated as of the date hereof, among Holdings, the Borrower and JPMorgan Chase Bank, N.A. and ▇.▇. ▇▇▇▇▇▇ Securities LLC (the “Fee Letter”), and all other amounts due and payable on or prior to the Interim Facility Closing Date, including, to the extent invoiced, reimbursement or payment of all reasonable out-of-pocket expenses (including reasonable fees, charges and disbursements of counsel) required to be reimbursed or paid by any Loan Party under any Loan Document, shall have been paid, on or prior to effectiveness. (g) Each of the representations and warranties made or deemed to be made in this Amendment shall be true and correct in all material respects; provided that, to the extent that such representations and warranties specifically refer to an earlier date, they shall be true and correct in all material respects as of such earlier date; provided further that any representation and warranty that is qualified as to “materiality”, “Material Adverse Effect” or similar language shall be true and correct in all respects on such respective dates. (h) The Administrative Agent shall have received an executed legal opinion of (i) ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, special counsel to the Credit Loan Parties. The Borrower, Holdings and the Administrative Agent hereby instruct such counsel to deliver such legal opinion; (d) The Borrower shall have paid (i) the Amendment No. 4 Arrangers the fees in the amounts previously agreed in writing to be received on the Amendment No. 4 Effective Date and (ii) the Administrative Agent all reasonable costs and expenses (including, without limitation the reasonable fees, charges and disbursements of ▇▇▇▇▇▇ ▇▇▇▇▇▇ London & ▇▇▇▇▇▇▇ LLP, P.C., Tennessee counsel for to the Borrower, in each case dated as of the Interim Facility Closing Date and covering such matters as the Administrative Agent and the Amendment No. 4 Arrangers) of the Administrative Agent for which invoices have been presented prior to the Amendment No. 4 Effective Date;shall reasonably request. (e) The representations and warranties set forth in Section 2 above shall be true and correct; (fi) The Administrative Agent (or its counsel) shall have received (Ax) a certificate of good standing with respect to each of (x) the Borrower and Holdings and the Borrower, dated as (y) a closing certificate executed by a Responsible Officer of each of the Borrower and Holdings dated the Interim Facility Closing Date, substantially in the form of Exhibit E the closing certificate delivered in connection with the Credit Agreement certifying as to the Credit Agreement, with appropriate insertions, executed by any Authorized Officer incumbency and the Secretary specimen signature of each officer executing this Amendment or any Assistant Secretary other document delivered in connection herewith on behalf of the Borrower or Holdings and the Borrower, as applicable, and attaching the documents referred to in the following clause (B) and (B) (wA) a true and complete copy of the resolutions certificate of the board of directors incorporation or other managers of Holdings and the Borrower authorizing formation (I) the execution, delivery, and performance of this Amendment (and any agreements relating thereto) to which it is a party and the performance of the obligations under the Amended Credit Agreement and (II) in the case of the Borrower, the extensions of credit contemplated hereunder, (x) the Certificate of Incorporation and By-Laws or other comparable organizational documentsequivalent thereof), as applicable, of Holdings and the Borrower, (y) signature and incumbency certificates of the Authorized Officers of Holdings and the Borrower executing the Credit Documents to which it is a party, and (z) a good standing certificate from the relevant Governmental Authority of the jurisdiction of organization each of the Borrower and Holdings, dated including all amendments thereto, as in effect on the Amendment No. 4 Effective Date or Interim Facility Closing Date, certified as of a recent date by the Secretary of State of the state of its organization, to the extent possible, that has not been amended since the date of the last amendment thereto shown on the certificate of good standing furnished pursuant to clause (x) above; provided that, in lieu of the delivery requirement in this clause (A), if there has been no change to, and no action has been taken to amend, the certificate of incorporation or formation (or equivalent thereof), as applicable, of the Borrower or Holdings, the Administrative Agent shall accept a representation from the Borrower or Holdings as to such fact, (B) a true and complete copy of the by-laws or limited liability company agreement (or equivalent thereof), as applicable, of the Borrower or Holdings as in effect on the Interim Facility Closing Date and at all times since a date prior theretoto the date of the resolutions described in clause (C) below; andprovided that, in lieu of the delivery requirement in this clause (B), if there has been no change to, and no action has been taken to amend, the by-laws or limited liability company agreement (or equivalent thereof), as applicable, of the Borrower or Holdings, the Administrative Agent shall accept a representation from the Borrower or Holdings as to such fact, and (C) a true and complete copy of resolutions duly adopted by the Board of Directors and/or similar governing bodies of the Borrower and Holdings approving and authorizing the execution, delivery and performance of this Amendment and certifying that such resolutions have not been modified, rescinded or amended and are in full force and effect. (gj) The Administrative Agent shall have received (together with a Notice copy to the Lenders) a notice from the Borrower requesting the Interim Revolving Credit Facility and describing the requested amount of Borrowing in respect of revolving credit commitments so requested and the Tranche B-3 Term Loans in accordance with Section 2.3 of the Amended Credit Agreementother proposed terms thereof.

Conditions to Effectiveness of Amendment. This Amendment shall become effective on the first Business Day on which each of the following conditions is satisfied: (a) The Administrative Agent shall have received (i) (I) from each Cashless Initial Term Lender with a Tranche B-1 Term Exchange Commitment and from Post-Closing Option Tranche B-2 Lender and (II) from Additional Tranche B-3 Term Loan Lenders having Additional Tranche B-3 B-1 Term Loan Commitments equal in principal amount to the principal amount of Existing Initial Term Loans held by Non-Consenting Existing Tranche B-2 Exchanging Term Loan Lenders and Post-Closing Option Lenders, (ii) from the Administrative Agent, Agent and (iii) from the Borrower and Holdingseach Guarantor, either (x) a counterpart of this Amendment (or, in the case of such Cashless Option Tranche B-2 Lenders, a Consent to Amendment No. 4) signed on behalf of such party (or a Consent) or (y) written evidence satisfactory to the Administrative Agent (which may include telecopy or other electronic transmission of a signed signature page of this Amendment) that such party has signed a counterpart of this Amendment;. (b) The Administrative Agent shall have received from each Additional Tranche B-1 Term Lender (other than Post-Closing Option Lenders) an executed counterpart to the applicable Joinder Agreement. (c) The Borrower shall have paid to the Administrative Agent, (i) for the ratable account of each Initial Term Lender, a payment equal to 1% of the aggregate principal amount of Initial Term Loans outstanding immediately prior to the Amendment No. 1 Effective Date, whether or not such Initial Term Lender becomes a Tranche B-1 Term Lender. (d) The Borrower shall have paid to all Existing Non-Exchanging Term Loan Lenders on the Amendment No. 4 1 Effective Date, simultaneously with the making (or deemed making) of Tranche B-3 B-1 Term Loans under the Credit Agreement, all accrued and unpaid interest on the Existing their Initial Term Loans to, but not including, the Amendment No. 4 1 Effective Date;. (ce) The Administrative Agent shall have received a written opinion (addressed to the executed legal opinion Administrative Agent, the Lenders and the Issuing Banks and dated the Amendment No. 1 Effective Date) of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, special New York counsel for the Loan Parties in form and substance reasonably satisfactory to the Credit PartiesAdministrative Agent. The Borrower, Each of Holdings and the Administrative Agent Borrower hereby instruct requests such counsel to deliver such legal opinion;opinions. (df) The Borrower shall have paid (i) the Amendment No. 4 Arrangers Joint Bookrunners the fees in the amounts previously agreed in writing to be received on the Amendment No. 4 1 Effective Date and (ii) the Administrative Agent all reasonable out-of-pocket costs and expenses of the Administrative Agent (including, without limitation the reasonable fees, charges and disbursements of ▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, counsel for the Administrative Agent and the Amendment No. 4 ArrangersAgent) of the Administrative Agent for which invoices have been presented at least three Business Days prior to the Amendment No. 4 1 Effective Date;. (eg) The representations At the time of and warranties set forth in Section 2 above immediately after giving effect to this Amendment no Default or Event of Default shall have occurred and be true and correct;continuing. (fh) The Administrative Agent (or its counsel) shall have received a copy of (Ai) a certificate each Organizational Document of each Loan Party certified, to the extent applicable, as of a recent date by the applicable Governmental Authority (xin relation to a Loan Party constituted under German law not older than 14 days and certified by the relevant commercial register) Holdings and in relation to a Luxembourg Loan Party an up-to-date excerpt from the Borrower, dated Luxembourg Register in respect of the Luxembourg Loan Party as of the Closing Datedate of this Amendment and a certificate from the Luxembourg Register dated as at the date hereof stating that no judicial decision has been registered with the Luxembourg Register by application of article 13, substantially in items 2 to 11 and 13 and article 14 of the form RCS Law, according to which the Luxembourg Loan Party would be subject to one of Exhibit E to the Credit Agreement, with appropriate insertions, executed by any Authorized Officer and the Secretary or any Assistant Secretary of Holdings and the Borrower, as applicable, and attaching the documents judicial proceedings referred to in these provisions of the following clause RCS Law including in particular, bankruptcy (Bfaillite), controlled management (gestion contrôlée), suspension of payments (sursis de paiement), arrangement with creditors (concordat préventif de la faillite) and judicial liquidation (Bliquidation judiciaire) (w) a copy of the resolutions of the board of directors or other managers of Holdings and the Borrower authorizing (I) the execution, delivery, and performance of this Amendment (and any agreements relating thereto) to which it is a party and the performance of the obligations under the Amended Credit Agreement and (II) in the case of the Borrower, the extensions of credit contemplated hereunderproceedings, (x) the Certificate of Incorporation and By-Laws or other comparable organizational documents, as applicable, of Holdings and the Borrower, (yii) signature and and, to the extent such concept exists, incumbency certificates of the Authorized Responsible Officers of Holdings and the Borrower each Loan Party executing the Credit Loan Documents to which it is a party, (iii) resolutions of the Board of Directors and/or similar governing bodies of each Loan Party approving and authorizing the execution, delivery and performance of Loan Documents to which it is a party, setting out, in respect of each Belgian Loan Party, the reasons why the board of directors of that Belgian Loan Party considered that the entry into this Amendment, is of the benefit to that Loan Party, certified as of the Amendment No. 1 Effective Date by its secretary, an assistant secretary or a Responsible Officer as being in full force and effect without modification or amendment, and (ziv) a good standing certificate (to the extent such concept exists) from the relevant applicable Governmental Authority of the each Loan Party’s jurisdiction of incorporation, organization of or formation. (i) To the Borrower extent required and Holdings, dated requested by any Additional Tranche B-1 Term Lenders at least three Business Days prior to the Amendment No. 4 1 Effective Date or a recent date prior thereto; andDate, the Administrative Agent shall have received all documentation and other information about the Loan Parties as shall have been requested in writing by such Additional Tranche B-1 Term Lenders that they shall have reasonably determined is required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the USA Patriot Act. (gj) The Administrative Agent shall have received a Notice of Borrowing in respect certificate signed by a Responsible Officer of the Tranche B-3 Term Loans in accordance with Section 2.3 Borrower certifying as to the accuracy of the Amended Credit Agreementrepresentations set forth in paragraphs (b) and (c) of Section 2 hereof. (k) The Administrative Agent shall have received a Consent to this Amendment from each Revolving Lender.

Conditions to Effectiveness of Amendment. This Amendment shall become effective on as of the date first Business Day on which each set forth above upon satisfaction of the following conditions is satisfiedconditions: (a) The the Administrative Agent shall have received (i) (I) from each Cashless Option Tranche B-2 Lender counterparts of this Amendment duly executed and (II) from Additional Tranche B-3 Term Loan Lenders having Additional Tranche B-3 Term Loan Commitments equal in principal amount to delivered by the principal amount of Existing Term Loans held by Non-Consenting Existing Tranche B-2 Term Loan Lenders and Post-Closing Option LendersBorrower, (ii) from the Administrative Agent, each Extending Tranche A Term Loan Lender, each Extending Tranche B Term Loan Lender and (iii) from the Borrower and Holdings, either (x) a counterpart of this Amendment (or, in the case of such Cashless Option Tranche B-2 Required Lenders, a Consent to Amendment No. 4) signed on behalf of such party or (y) written evidence satisfactory to the Administrative Agent (which may include telecopy or other electronic transmission of a signed signature page of this Amendment) that such party has signed a counterpart of this Amendment; (b) The the Administrative Agent shall have received, for the account of each Lender executing this Amendment on or prior to March 25, 2003 an amendment fee equal to 0.250% of the sum of each such executing Lender's Revolving Credit Commitment and Term Loans then outstanding (in respect of each such Lender, an "Amendment Fee"); (c) the Equity Investor or an Affiliate thereof shall have contributed Senior Subordinated Notes in an aggregate principal amount of no less than $90,000,000 to the Borrower in exchange for Series C Perpetual Preferred Stock, and such Senior Subordinated Notes shall have been delivered to the trustee in respect of the Senior Subordinated Note Indenture for cancellation; (d) the Equity Investor or an Affiliate thereof shall have contributed cash to the Borrower in an amount of no less than $10,000,000 in exchange for Series C Perpetual Preferred Stock; (e) the Line of Credit Agreement shall (i) have been amended with respect to its maturity as set forth in Exhibit B to this Amendment and (ii) conform to the other terms set forth in such Exhibit B; and (f) the Borrower shall have paid to all Existing Term Loan Lenders on the Amendment No. 4 Effective Date, simultaneously with the making (or deemed making) of Tranche B-3 Term Loans under the Credit Agreement, all accrued and unpaid interest on the Existing Term Loans to, but not including, the Amendment No. 4 Effective Date; (c) The Administrative Agent shall have received the executed legal opinion of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, special counsel to the Credit Parties. The Borrower, Holdings and the Administrative Agent hereby instruct such counsel to deliver such legal opinion; (d) The Borrower shall have paid (i) each Extending Tranche A Term Loan Lender a fee in an amount equal to 10.0% of the portion (and only that portion) of the Tranche A Term Loan held by such Lender which had its amortization extended pursuant to the Sixth Amendment No. 4 Arrangers the fees in the amounts previously agreed in writing to be received on the Amendment No. 4 Effective Date and (ii) each Extending Tranche B Term Loan Lender a fee in an amount equal to 10.0% of the Administrative Agent all reasonable costs portion (and expenses (including, without limitation the reasonable fees, charges and disbursements of ▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, counsel for the Administrative Agent and the Amendment No. 4 Arrangersonly that portion) of the Administrative Agent for Tranche B Term Loan held by such Lender which invoices have been presented prior had its amortization extended pursuant to the Amendment No. 4 Effective Date; (e) The representations and warranties set forth in Section 2 above shall be true and correct; (f) The Administrative Agent (or its counsel) shall have received (A) a certificate of each of (x) Holdings and the Borrower, dated as of the Closing Date, substantially in the form of Exhibit E to the Credit Agreement, with appropriate insertions, executed by any Authorized Officer and the Secretary or any Assistant Secretary of Holdings and the Borrower, as applicable, and attaching the documents referred to in the following clause (B) and (B) (w) a copy of the resolutions of the board of directors or other managers of Holdings and the Borrower authorizing (I) the execution, delivery, and performance of this Amendment (and any agreements relating thereto) to which it is a party and the performance of the obligations under the Amended Credit Agreement and (II) in the case of the Borrower, the extensions of credit contemplated hereunder, (x) the Certificate of Incorporation and By-Laws or other comparable organizational documents, as applicable, of Holdings and the Borrower, (y) signature and incumbency certificates of the Authorized Officers of Holdings and the Borrower executing the Credit Documents to which it is a party, and (z) a good standing certificate from the relevant Governmental Authority of the jurisdiction of organization of the Borrower and Holdings, dated the Amendment No. 4 Effective Date or a recent date prior thereto; and (g) The Administrative Agent shall have received a Notice of Borrowing in respect of the Tranche B-3 Term Loans in accordance with Section 2.3 of the Amended Credit AgreementSixth Amendment.

Conditions to Effectiveness of Amendment. This Amendment shall become effective on the first Business Day date on which each of the following conditions is satisfied:precedent have been satisfied or waived (the “Effective Date”): (a) The Administrative Agent shall have received (i) (I) from each Cashless Option Tranche B-2 Lender and (II) from Additional Tranche B-3 Term Loan Lenders having Additional Tranche B-3 Term Loan Commitments equal in principal amount to the principal amount of Existing Term Loans held by Non-Consenting Existing Tranche B-2 Term Loan Lenders and Post-Closing Option Lenders, (ii) from the Administrative Agent, and (iii) from the Borrower and Holdings, either (x) a counterpart of this Amendment (or, in the case of such Cashless Option Tranche B-2 Lenders, a Consent to Amendment No. 4) signed on behalf of such party or (y) written evidence satisfactory to the Administrative Agent (which may include telecopy or other electronic transmission of a signed signature page of this Amendment) that such party has signed a counterpart of this Amendment;, executed and delivered by a duly authorized officer of each of (i) the Borrowers and (ii) the Required Lenders. (b) The Borrower shall have paid to all Existing Term Loan Lenders on the Amendment No. 4 Effective Date, simultaneously with the making (or deemed making) of Tranche B-3 Term Loans under the Credit Agreement, all accrued and unpaid interest on the Existing Term Loans to, but not including, the Amendment No. 4 Effective Date; (c) The Administrative Agent shall have received payment of all fees, as well as expenses for which invoices have been presented on or before the executed legal opinion date hereof, which are required to be paid in connection with this Amendment. (c) The conditions precedent to the amendment dated the date hereof to the Borrowers’ $1.0 Billion Competitive Advance and Revolving Credit Facility Agreement (the “$1.0 Billion Credit Agreement”), dated as of ▇December 19, 2006, among Weyerhaeuser, WRECO, JPMorgan Chase Bank and Citibank, as initial fronting banks, JPMorgan Chase Bank and Citibank, as swing line banks, JPMorgan Chase Bank, as administrative agent, Citibank, as syndication agent, Bank of America, N.A., Deutsche Bank Securities Inc. and The Bank of Tokyo-Mitsubishi UFJ, Ltd., as documentation agents, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLPBank, special counsel to the Credit Parties. The Borroweras co-documentation agent, Holdings and the Administrative Agent hereby instruct lenders named therein, shall have been satisfied (other than the condition precedent that the conditions precedent to this Amendment shall have been satisfied). Once effective, such counsel amendment will (i) reduce the amount of loans available to deliver such legal opinion;WRECO as a borrower under the $1.0 Billion Credit Agreement from $400,000,000 to $200,000,000, (ii) modify the net worth covenant contained in the $1.0 Billion Credit Agreement in the same manner as set forth in this Amendment and (iii) amend the facility fees and applicable margin under the $1.0 Billion Credit Agreement in the same manner as set forth in this Amendment. (d) The Borrower shall have paid (i) the Amendment No. 4 Arrangers the fees in the amounts previously agreed in writing to be received on the Amendment No. 4 Effective Date and (ii) the Administrative Agent all reasonable costs and expenses (including, without limitation the reasonable fees, charges and disbursements of ▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, counsel for the Administrative Agent and the Amendment No. 4 Arrangers) of the Administrative Agent for which invoices have been presented prior to the Amendment No. 4 Effective Date; (e) The representations and warranties set forth in Section 2 above No Loans shall be true and correct; (f) The Administrative Agent (or its counsel) shall have received (A) outstanding to WRECO as a certificate of each of (x) Holdings and the Borrower, dated as of the Closing Date, substantially in the form of Exhibit E to Borrower under the Credit Agreement, with appropriate insertions, executed by any Authorized Officer and the Secretary or any Assistant Secretary of Holdings and the Borrower, as applicable, and attaching the documents referred to in the following clause (B) and (B) (w) a copy of the resolutions of the board of directors or other managers of Holdings and the Borrower authorizing (I) the execution, delivery, and performance of this Amendment (and any agreements relating thereto) to which it is a party and the performance of the obligations under the Amended Credit Agreement and (II) in the case of the Borrower, the extensions of credit contemplated hereunder, (x) the Certificate of Incorporation and By-Laws or other comparable organizational documents, as applicable, of Holdings and the Borrower, (y) signature and incumbency certificates of the Authorized Officers of Holdings and the Borrower executing the Credit Documents to which it is a party, and (z) a good standing certificate from the relevant Governmental Authority of the jurisdiction of organization of the Borrower and Holdings, dated the Amendment No. 4 Effective Date or a recent date prior thereto; and (g) The Administrative Agent shall have received a Notice of Borrowing in respect of the Tranche B-3 Term Loans in accordance with Section 2.3 of the Amended Credit Agreement.

Conditions to Effectiveness of Amendment. This Amendment shall will become effective on (the first Business Day on which each of the following conditions is satisfied:“Second Amendment Date”) upon (a) The receipt by the Administrative Agent shall have received of: (i) (I) executed signature pages to this Amendment from the Required Lenders and each Cashless Option Tranche B-2 Lender and (II) from Additional Tranche B-3 Term Loan Lenders having Additional Tranche B-3 Term Loan Commitments equal in principal amount Credit Party party to the principal amount of Existing Term Loans held by Non-Consenting Existing Tranche B-2 Term Loan Lenders and Post-Closing Option Lenders, Credit Agreement; (ii) from the Administrative AgentU.S. Security Agreement, executed and delivered by a duly authorized officer of each grantor party thereto; and (iii) from the Borrower U.S. Pledge Agreement, executed and Holdings, either delivered by a duly authorized officer of each pledgor party thereto; (xb) a counterpart effectiveness of this Amendment (or, an amendment to the ABL Facility permitting the incurrence of Future Secured Notes in the case of such Cashless Option Tranche B-2 Lenders, a Consent to Amendment No. 4) signed on behalf of such party or (y) written evidence satisfactory form and substance reasonably acceptable to the Administrative Agent (which may include telecopy or other electronic transmission of a signed signature page of this Amendment) it being understood that such party has signed a counterpart of this Amendment; (b) The Borrower shall have paid the draft amendment to all Existing Term Loan Lenders on the Amendment No. 4 Effective Date, simultaneously with ABL Facility previously provided to the making (or deemed making) of Tranche B-3 Term Loans under the Credit Agreement, all accrued and unpaid interest on the Existing Term Loans to, but not including, the Amendment No. 4 Effective DateAdministrative Agent is satisfactory); (c) The receipt by the Administrative Agent of $292,022,616.10 constituting 100% of the Net Cash Proceeds from the issuance of the Additional Senior Second Lien Notes, to be applied on a pro-rata basis among the Term Loans in accordance with Section 5.2 of the Credit Agreement; (d) payment by the Company of (i) the fees owed to the Agents or their Affiliates and payable on the Second Amendment Date as previously agreed to in writing and (ii) the reasonable costs and expenses of the Administrative Agent and the Collateral Agent in connection with this Amendment (including the reasonable fees, disbursements and other charges of ▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP as counsel to the Agents and of any local counsel to the Agents in connection with this Amendment); and (e) the Agents shall have received the executed legal opinion opinions, in form and substance reasonably satisfactory to the Agents, of (i) ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, special New York counsel to the Credit Parties. The Parent Borrower, Holdings and the Administrative Agent hereby instruct such counsel to deliver such legal opinion; (d) The Borrower shall have paid (i) the Amendment No. 4 Arrangers the fees in the amounts previously agreed in writing to be received on the Amendment No. 4 Effective Date and (ii) the Administrative Agent all reasonable costs and expenses (including, without limitation the reasonable fees, charges and disbursements of ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, General Counsel of the Parent Borrower and (iii) Bass, ▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLPPLC, special Tennessee counsel for the Administrative Agent and the Amendment No. 4 Arrangers) to certain of the Administrative Agent for which invoices have been presented prior to the Amendment No. 4 Effective Date; (e) The representations and warranties set forth in Section 2 above shall be true and correct; (f) The Administrative Agent (or its counsel) shall have received (A) a certificate of each of (x) Holdings and the Borrower, dated as of the Closing Date, substantially in the form of Exhibit E to the Credit Agreement, with appropriate insertions, executed by any Authorized Officer and the Secretary or any Assistant Secretary of Holdings and the Borrower, as applicable, and attaching the documents referred to in the following clause (B) and (B) (w) a copy of the resolutions of the board of directors or other managers of Holdings and the Borrower authorizing (I) the execution, delivery, and performance of this Amendment (and any agreements relating thereto) to which it is a party and the performance of the obligations under the Amended Credit Agreement and (II) in the case of the Borrower, the extensions of credit contemplated hereunder, (x) the Certificate of Incorporation and By-Laws or other comparable organizational documents, as applicable, of Holdings and the Borrower, (y) signature and incumbency certificates of the Authorized Officers of Holdings and the Borrower executing the Credit Documents to which it is a party, and (z) a good standing certificate from the relevant Governmental Authority of the jurisdiction of organization of the Borrower and Holdings, dated the Amendment No. 4 Effective Date or a recent date prior thereto; and (g) The Administrative Agent shall have received a Notice of Borrowing in respect of the Tranche B-3 Term Loans in accordance with Section 2.3 of the Amended Credit AgreementU.S. Guarantors.

Conditions to Effectiveness of Amendment. This Amendment shall become effective on the first Business Day on which each of the following conditions is satisfied: (a) The Administrative Agent shall have received (i) (I) from each Cashless Option Existing Tranche B-2 B-3 Term Loan Lender with a Tranche B-4 Term Loan Commitment and (II) from Additional Tranche B-3 B-4 Term Loan Lenders having Additional Tranche B-3 B-4 Term Loan Commitments equal in principal amount to the principal amount of Existing Tranche B-3 Term Loans held by Non-Consenting Existing Tranche B-2 B-3 Term Loan Lenders and Post-Closing Option Tranche B-4 Lenders, (ii) from the Administrative Agent, and (iii) from the Borrower Required Lenders and Holdings(iv) from the Borrowers and each Guarantor, either (x) a counterpart of this Amendment (or, in the case of such Cashless Option Tranche B-2 Lenders, a Consent to Amendment No. 4) signed on behalf of such party or (y) written evidence satisfactory to the Administrative Agent (which may include telecopy or other electronic transmission of a signed signature page of this Amendment) that such party has signed a counterpart of this Amendment; (b) The Borrower Borrowers shall have paid to all Existing Tranche B-3 Term Loan Lenders on the Fifth Amendment No. 4 Effective Date, simultaneously with the making (or deemed making) of Tranche B-3 B-4 Term Loans under the Credit Agreement, all accrued and unpaid interest on the Existing Tranche B-3 Term Loans to, but not including, the Fifth Amendment No. 4 Effective Date; (c) The Administrative Agent shall have received the executed legal opinion of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, special counsel to the Credit PartiesBorrowers. The BorrowerBorrowers, Holdings the other Credit Parties and the Administrative Agent hereby instruct such counsel to deliver such legal opinion; (d) The Borrower Borrowers shall have paid (i) the Amendment No. 4 Arrangers Agents the fees in the amounts previously agreed in writing to be received on the Fifth Amendment No. 4 Effective Date Date, and (ii) the Administrative Agent and the Fifth Amendment Agreement Arrangers as applicable, all reasonable costs and expenses (including, without limitation the reasonable fees, charges and disbursements of ▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, counsel for the Administrative Agent and the Fifth Amendment No. 4 Agreement Arrangers) of the Administrative Agent and the Fifth Amendment Agreement Arrangers, as applicable, for which invoices have been presented prior to the Fifth Amendment No. 4 Effective Date; (e) At the time of and immediately after giving effect to the Amendment, no Default or Event of Default shall have occurred and be continuing. (f) The representations Administrative Agent shall have received a completed “Life-of-Loan” Federal Emergency Management Agency Standard Flood Hazard Determination with respect to the Mortgaged Properties (together with a notice about special flood hazard area status and warranties set forth flood disaster assistance duly executed by the Borrowers and the applicable Credit Party relating thereto) and, if any such Mortgaged Property is at any time located in Section 2 above shall be true and correctan area identified by the Federal Emergency Management Agency (or any successor agency) as a special flood hazard area with respect to which flood insurance has been made available under the Flood Insurance Laws, evidence of flood insurance to the extent required pursuant to the Credit Agreement all by the Fifth Amendment Effective Date; (fg) The Administrative Agent shall have received the results of (i) searches of the Uniform Commercial Code filings (or equivalent filings) and (ii) bankruptcy, judgment, tax and intellectual property lien searches, made with respect to the Credit Parties in the states of formation of such Person, together with (in the case of clause (i)) copies of the financing statements (or similar documents) disclosed by such search; (h) The Administrative Agent (or its counsel) shall have received (i) (A) a certificate of each of (x) Holdings and the BorrowerBorrowers, dated as of the Closing Fifth Amendment Effective Date, substantially in the form of Exhibit E G to the Credit Agreement, with appropriate insertions, executed by any Authorized Officer (or in the case of Holdings any Director or authorized agent of Holdings) and the Secretary or any Assistant Secretary of Holdings and or the BorrowerBorrowers (or in the case of Holdings any Director or authorized agent of Holdings), as applicable, and attaching the documents referred to in the following clause (B) ), and (B) (wx) a copy of the resolutions of the board of directors or other managers of Holdings and the Borrower Borrowers (or a duly authorized committee thereof) authorizing (I) the execution, delivery, and performance of this Amendment (and any agreements relating thereto) to which it is a party and the performance of the obligations under the Amended Credit Agreement and (II) in the case of the BorrowerBorrowers, the extensions of credit contemplated hereunder, (xy) the Certificate of Incorporation and By-Laws Laws, Certificate of Formation and Operating Agreement or other comparable organizational documents, as applicable, of Holdings and the Borrower, Borrowers and (yz) signature and incumbency certificates (or other comparable documents evidencing the same) of the Authorized Officers of Holdings and the Borrower Borrowers executing the Credit Documents to which it is a party, and party or (zii) a good standing certificate from the relevant Governmental Authority of the jurisdiction Holdings on behalf of organization of the Borrower and Holdingseach Borrower, dated the Fifth Amendment No. 4 Effective Date and executed by an Authorized Officer of Holdings, certifying that, except as otherwise indicated therein, there have been no amendments, supplements or modifications since the Closing Date to the documents delivered on the Closing Date pursuant to Sections 6.3 and 6.4 of the Credit Agreement; (i) Each Lender that so requests and the Administrative Agent shall have received (and shall be reasonably satisfied with) (i) at least two (2) days prior to the Fifth Amendment Effective Date, such documentation and information as is reasonably requested in writing at least seven (7) Business Days prior to the Fifth Amendment Effective Date by the Administrative Agent about the Credit Parties to the extent the Administrative Agent and Holdings in good faith mutually agree is required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including, without limitation, the Patriot Act and (ii) at least three (3) Business Days prior to the Fifth Amendment Effective Date, from each Borrower, if it qualifies as a recent date prior thereto“legal entity customer” under the Beneficial Ownership Regulation, a Beneficial Ownership Certification in relation to such Borrower; and (gj) The Administrative Agent shall have received a certificate from the Chief Executive Officer, President, the Chief Financial Officer, the Treasurer, the Vice President-Finance, or any other senior financial officer of Holdings or the Borrowers to the effect that after giving effect to the Fifth Amendment Agreement, Holdings on a consolidated basis with the Restricted Subsidiaries is Solvent; and (k) The Administrative Agent shall have received a Notice of Borrowing in with respect of to the Tranche B-3 B-4 Term Loans in accordance with Section 2.3 of the Amended Credit AgreementLoans.

Conditions to Effectiveness of Amendment. This Amendment shall become effective on the first Business Day date on which each of the following conditions is satisfied:precedent have been satisfied or waived (the “Third Amendment Effective Date”): (a) The Administrative Agent shall have received (i) (I) from each Cashless Option Tranche B-2 Lender and (II) from Additional Tranche B-3 Term Loan Lenders having Additional Tranche B-3 Term Loan Commitments equal in principal amount to the principal amount of Existing Term Loans held by Non-Consenting Existing Tranche B-2 Term Loan Lenders and Post-Closing Option Lenders, (ii) from the Administrative Agent, and (iii) from the Borrower and Holdings, either (x) a counterpart of this Amendment (or, in the case of such Cashless Option Tranche B-2 Lenders, a Consent to Amendment No. 4) signed on behalf of such party or (y) written evidence satisfactory to the Administrative Agent (which may include telecopy or other electronic transmission of a signed signature page of this Amendment) that such party has signed a counterpart of this Amendment;, executed and delivered by a duly authorized officer of each of (A) MWVC, (B) the Borrower, (C) Lenders constituting the Required Lenders and (D) the Administrative Agent. (b) The Borrower After giving effect to this Amendment, each of the representations and warranties made by any Loan Party in or pursuant to the Loan Documents shall have paid to be true and correct in all Existing Term Loan Lenders material respects (and in all respects if qualified by materiality) on and as of the Third Amendment No. 4 Effective Date, simultaneously with Date as if made on and as of the making Third Amendment Effective Date (or deemed making) to the extent such representations and warranties expressly relate to an earlier date, as of Tranche B-3 Term Loans under the Credit Agreement, all accrued and unpaid interest on the Existing Term Loans to, but not including, the Amendment No. 4 Effective Date;such earlier date). (c) No Default or Event of Default shall have occurred and be continuing on the Third Amendment Effective Date or after giving effect to the amendments contemplated herein and any extensions of credit requested to be made on the Third Amendment Effective Date. (d) All governmental and third party approvals necessary in connection with the transactions contemplated hereby and by the Credit Agreement shall have been obtained and be in full force and effect, and all applicable waiting periods shall have expired without any action being taken or, to the Borrower’s knowledge, threatened by any competent authority that would restrain, prevent or otherwise impose adverse conditions on the financing contemplated hereby. (e) The Lenders and the Administrative Agent shall have received the executed legal opinion of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, special counsel to the Credit Parties. The Borrower, Holdings and the Administrative Agent hereby instruct such counsel to deliver such legal opinion; (d) The Borrower shall have paid (i) the Amendment No. 4 Arrangers the all fees in the amounts previously agreed in writing required to be received on the Amendment No. 4 Effective Date paid, and (ii) the Administrative Agent all reasonable costs and expenses (including, without limitation the reasonable fees, charges and disbursements of ▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, counsel for the Administrative Agent and the Amendment No. 4 Arrangers) of the Administrative Agent for which invoices have been presented prior to the Borrower on or before the Third Amendment No. 4 Effective Date; (e) The representations and warranties set forth in Section 2 above shall be true and correct;. (f) The Administrative Agent (or its counsel) and the other Lenders shall have received (A) a certificate of each of (x) Holdings and received, at least 5 days prior to the Borrower, dated as of the Closing Third Amendment Effective Date, substantially in all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the form of Exhibit E to the Credit AgreementPatriot Act, with appropriate insertions, executed by any Authorized Officer and the Secretary or any Assistant Secretary of Holdings and the Borrower, as applicable, and attaching the documents referred to in the following clause (B) and (B) (w) a copy of the resolutions of the board of directors or other managers of Holdings and the Borrower authorizing (I) the execution, delivery, and performance of this Amendment (and any agreements relating thereto) to which it is a party and the performance of the obligations under the Amended Credit Agreement and (II) in the case of the Borrower, the extensions of credit contemplated hereunder, (x) the Certificate of Incorporation and By-Laws or other comparable organizational documents, as applicable, of Holdings and the Borrower, (y) signature and incumbency certificates of the Authorized Officers of Holdings and the Borrower executing the Credit Documents to which it is a party, and (z) a good standing certificate from the relevant Governmental Authority of the jurisdiction of organization previously requested of the Borrower and Holdings, dated by the Amendment No. 4 Effective Date or a recent date prior thereto; and (g) The Administrative Agent shall have received a Notice of Borrowing in respect of the Tranche B-3 Term Loans in accordance with Section 2.3 of the Amended Credit AgreementAgent.

Conditions to Effectiveness of Amendment. This The Bank’s willingness to agree to the amendments set forth in this Amendment shall become effective on is subject to the first Business Day on which each prior satisfaction of the following conditions is satisfiedconditions: 1. Execution by all parties and delivery to the Bank of this Amendment, including the attached Consent. 2. Payment by the Borrower to the Bank of all fees and expenses required by the Bank in connection with this Amendment, including without limitation those fees set forth in the Loan Fee Authorization. Each of the undersigned guarantors (jointly and severally if more than one, the “Guarantor”) consents to the provisions of the foregoing Amendment and all prior amendments (if any) and confirms and agrees that: (a) the Guarantor’s obligations under its Guaranty and Suretyship Agreement dated as of September 15, 2022 (collectively if more than one, the “Guaranty”), relating to the Obligations mentioned in the Amendment, shall be unimpaired by the Amendment; (b) the Guarantor has no defenses, set offs, counterclaims, discounts or charges of any kind against the Bank, its officers, directors, employees, agents or attorneys with respect to the Guaranty; and (c) all of the terms, conditions and covenants in the Guaranty remain unaltered (except as expressly modified by the Amendment) and in full force and effect, are hereby ratified and confirmed, and continue to apply to the Obligations, as modified by the Amendment. The Administrative Agent Guarantor certifies that all representations and warranties made in the Guaranty are true and correct. The Guarantor hereby confirms that any collateral for the Obligations, including liens, security interests, mortgages, and pledges granted by the Guarantor or third parties (if applicable), shall have received continue unimpaired and in full force and effect, shall cover and secure all of the Guarantor’s existing and future Obligations to the Bank, as modified by this Amendment. By signing below, the Guarantor agrees that this Consent, the Guaranty, the other Loan Documents, any amendments thereto and any other information, notice, signature card, agreement or authorization related thereto (each, a “Communication”) may, at the Bank’s option, be in the form of an electronic record. Any Communication may, at the Bank’s option, be signed or executed using electronic signatures. For the avoidance of doubt, the authorization under this paragraph may include, without limitation, use or acceptance by the Bank of a manually signed paper Communication which has been converted into electronic form (such as scanned into PDF format) for transmission, delivery and/or retention. The Guarantor acknowledges and agrees that the methods for delivering Communications, including notices, under the Guaranty and the other Loan Documents include electronic transmittal to any electronic address provided by any party to the other party from time to time. By signing below, each Guarantor who is an individual provides written authorization to the Bank or its designee (and any assignee or potential assignee hereof) to obtain the Guarantor's personal credit profile from one or more national credit bureaus. This authorization extends to obtaining a credit profile (i) (I) from each Cashless Option Tranche B-2 Lender and (II) from Additional Tranche B-3 Term Loan Lenders having Additional Tranche B-3 Term Loan Commitments equal in principal amount to considering an application for credit that is evidenced, guaranteed or secured by the principal amount of Existing Term Loans held by Non-Consenting Existing Tranche B-2 Term Loan Lenders and Post-Closing Option LendersGuaranty or documents relating thereto, (ii) from the Administrative Agent, assessing creditworthiness and (iii) from considering extensions of credit, including on an ongoing basis, as necessary for the Borrower and Holdingspurposes of (a) update, either (x) a counterpart of this Amendment (or, in the case renewal or extension of such Cashless Option Tranche B-2 Lenderscredit or additional credit, a Consent to Amendment No. 4) signed on behalf of such party or (y) written evidence satisfactory to the Administrative Agent (which may include telecopy or other electronic transmission of a signed signature page of this Amendment) that such party has signed a counterpart of this Amendment; (b) The Borrower shall have paid to all Existing Term Loan Lenders on reviewing, administering or collecting the Amendment No. 4 Effective Date, simultaneously with the making (or deemed making) of Tranche B-3 Term Loans under the Credit Agreement, all accrued resulting account and unpaid interest on the Existing Term Loans to, but not including, the Amendment No. 4 Effective Date; (c) The Administrative Agent shall have received reporting on the executed legal opinion repayment and satisfaction of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLPsuch credit obligations. By signing below, special counsel such individual further ratifies and confirms his or her prior requests and authorizations with respect to the Credit Partiesmatters set forth herein. The BorrowerFor the avoidance of doubt, Holdings and this provision does not apply to persons signing below in their capacities as officers or other authorized representatives of entities, organizations or governmental bodies. A photocopy or facsimile copy of this authorization shall be valid as the Administrative Agent hereby instruct original. By signature below, each such counsel to deliver such legal opinion; (dGuarantor affirms his/her identity as the respective individual(s) The Borrower shall have paid (i) the Amendment No. 4 Arrangers the fees identified in the amounts previously agreed in writing to be received on the Amendment No. 4 Effective Date and (ii) the Administrative Agent all reasonable costs and expenses (including, without limitation the reasonable fees, charges and disbursements of ▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, counsel for the Administrative Agent and the Amendment No. 4 Arrangers) of the Administrative Agent for which invoices have been presented prior to the Amendment No. 4 Effective Date; (e) The representations and warranties set forth in Section 2 above shall be true and correct; (f) The Administrative Agent (or its counsel) shall have received (A) a certificate of each of (x) Holdings and the Borrower, dated as of the Closing Date, substantially in the form of Exhibit E to the Credit Agreement, with appropriate insertions, executed by any Authorized Officer and the Secretary or any Assistant Secretary of Holdings and the Borrower, as applicable, and attaching the documents referred to in the following clause (B) and (B) (w) a copy of the resolutions of the board of directors or other managers of Holdings and the Borrower authorizing (I) the execution, delivery, and performance of this Amendment (and any agreements relating thereto) to which it is a party and the performance of the obligations under the Amended Credit Agreement and (II) in the case of the Borrower, the extensions of credit contemplated hereunder, (x) the Certificate of Incorporation and By-Laws or other comparable organizational documents, as applicable, of Holdings and the Borrower, (y) signature and incumbency certificates of the Authorized Officers of Holdings and the Borrower executing the Credit Documents to which it is a party, and (z) a good standing certificate from the relevant Governmental Authority of the jurisdiction of organization of the Borrower and Holdings, dated the Amendment No. 4 Effective Date or a recent date prior thereto; and (g) The Administrative Agent shall have received a Notice of Borrowing in respect of the Tranche B-3 Term Loans in accordance with Section 2.3 of the Amended Credit AgreementGuaranty.

Conditions to Effectiveness of Amendment. This Amendment The effectiveness of the amendments set forth in Section 2 hereof shall become effective occur on the first Business Day on which each date of the satisfaction of the following conditions is satisfied:precedent (such date, the “Fourteenth Amendment Effective Date”): (a) The (i) the Borrowers, each other Loan Party and the Administrative Agent shall have executed and delivered counterparts of this Amendment to the Administrative Agent, (ii) each Increasing Revolving Lender shall have executed and delivered to the Administrative Agent a Revolving Lender Consent, and (iii) each Additional Revolving Lender, the Borrower Representative and the Administrative Agent shall have executed and delivered to the Administrative Agent a Revolving Credit Facility Joinder; a. each of the representations and warranties contained in Section 6 of this Amendment shall be true and correct in all material respects (and in all respects if any such representation or warranty is already qualified by materiality) on and as of the Fourteenth Amendment Effective Date; a. at the time of and immediately after giving effect to this Amendment and the transactions occurring on the Fourteenth Amendment Effective Date (including the incurrence of the Incremental Revolving Facility), no Default or Event of Default exists; a. the Administrative Agent shall have received (i) (I) from each Cashless Option Tranche B-2 Lender a certificate, in form and (II) from Additional Tranche B-3 Term Loan Lenders having Additional Tranche B-3 Term Loan Commitments equal in principal amount substance reasonably acceptable to the principal amount of Existing Term Loans held by Non-Consenting Existing Tranche B-2 Term Loan Lenders and Post-Closing Option Lenders, (ii) from the Administrative Agent, dated the Fourteenth Amendment Effective Date and (iii) from signed by a Responsible Officer of the Borrower Representative confirming compliance with the conditions set forth in Sections 5(b) and Holdings, either (x5(c) a counterpart of this Amendment (or, in the case of such Cashless Option Tranche B-2 Lenders, a Consent to Amendment No. 4) signed on behalf of such party or (y) written evidence satisfactory to the Administrative Agent (which may include telecopy or other electronic transmission of a signed signature page of this Amendment) that such party has signed a counterpart of this Amendmenthereof; (b) The Borrower shall have paid to all Existing Term Loan Lenders on b. the Amendment No. 4 Effective Date, simultaneously with the making (or deemed making) of Tranche B-3 Term Loans under the Credit Agreement, all accrued and unpaid interest on the Existing Term Loans to, but not including, the Amendment No. 4 Effective Date; (c) The Administrative Agent shall have received a solvency certificate dated as of the executed legal Fourteenth Amendment Effective Date in substantially the form of Exhibit H of the Amended Credit Agreement from a Financial Officer of the Parent certifying as to the matters set forth therein; c. the Administrative Agent shall have received each Revolving Credit Note (to the extent requested at least three Business Days prior to the Fourteenth Amendment Effective Date); d. no later than three (3) days in advance of the Fourteenth Amendment Effective Date, the Administrative Agent shall have received all documentation and other information reasonably requested by it in writing at least ten days in advance of the Fourteenth Amendment Effective Date, which documentation or other information is required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act; e. the Administrative Agent shall have received a certificate dated as of the Fourteenth Amendment Effective Date from a Responsible Officer of the Borrower Representative, certifying compliance with Section 6.13 of the Existing Credit Agreement; f. the Administrative Agent shall have received, on behalf of itself and the Lenders on the Fourteenth Amendment Effective Date, a customary written opinion of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, special counsel for Parent, the Borrowers and each other Loan Party (A) dated the Fourteenth Amendment Effective Date, (B) addressed to the Credit Parties. The BorrowerAdministrative Agent, Holdings the Amendment Arranger and the Administrative Agent hereby instruct such counsel to deliver such legal opinion; (d) The Borrower shall have paid (i) the Amendment No. 4 Arrangers the fees in the amounts previously agreed in writing to be received on the Amendment No. 4 Effective Date Lenders and (iiC) the Administrative Agent all reasonable costs in form and expenses (including, without limitation the reasonable fees, charges and disbursements of ▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, counsel for substance reasonably satisfactory to the Administrative Agent and the Amendment No. 4 Arrangers) of Arranger covering such matters relating to this Amendment; g. the Administrative Agent Bookrunner and Mandated Lead Arranger shall have received all fees and expenses agreed to by the Borrowers or the Borrower Representative that are due and payable to the Bookrunner and Mandated Lead Arranger, for which invoices have been presented to the Parent at least three Business Days prior to the Fourteenth Amendment No. 4 Effective Date, on or before the Fourteenth Amendment Effective Date (including reasonable and documented out-of-pocket fees, expenses and disbursements of legal counsel), which amounts may be offset against the proceeds of the Incremental Revolving Loans; (e) The representations and warranties set forth in Section 2 above shall be true and correct; (f) The Administrative Agent (or its counsel) shall have received (A) a certificate of each of (x) Holdings and h. the Borrower, dated as of the Closing Date, substantially in the form of Exhibit E to the Credit Agreement, with appropriate insertions, executed by any Authorized Officer and the Secretary or any Assistant Secretary of Holdings and the Borrower, as applicable, and attaching the documents referred to in the following clause (B) and (B) (w) a copy of the resolutions of the board of directors or other managers of Holdings and the Borrower authorizing (I) the execution, delivery, and performance of this Amendment (and any agreements relating thereto) to which it is a party and the performance of the obligations under the Amended Credit Agreement and (II) in the case of the Borrower, the extensions of credit contemplated hereunder, (x) the Certificate of Incorporation and By-Laws or other comparable organizational documents, as applicable, of Holdings and the Borrower, (y) signature and incumbency certificates of the Authorized Officers of Holdings and the Borrower executing the Credit Documents to which it is a party, and (z) a good standing certificate from the relevant Governmental Authority of the jurisdiction of organization of the Borrower and Holdings, dated the Amendment No. 4 Effective Date or a recent date prior thereto; and (g) The Administrative Agent shall have received a Notice received: i. all fees and expenses agreed to by the Borrowers or the Borrower Representative that are due and payable to the Administrative Agent, for which invoices have been presented to the Parent at least three Business Days prior to the Fourteenth Amendment Effective Date, on or before the Fourteenth Amendment Effective Date (including reasonable and documented out-of- pocket fees, expenses and disbursements of Borrowing in respect legal counsel), which amounts may be offset against the proceeds of the Tranche B-3 Term Incremental Revolving Loans; i. for distribution to each Incremental Revolving Lender that shall have delivered (by facsimile or otherwise) an executed signature page to a Revolving Lender Consent or a Revolving Credit Facility Joinder (as applicable), and released such signature page, on or prior to 12:00 p.m. (New York time) on 30 September, 2025, a non-refundable special new money fee in an amount equal to (i) 0.60% of the aggregate principal amount of the Incremental Revolving Credit Commitments to be held by such Incremental Revolving Lender as at the Fourteenth Amendment Effective Date having committed during syndication Incremental Revolving Loans in accordance with Section 2.3 an amount less than €10,000,000 and (ii) 0.75% of the Amended aggregate principal amount of the Incremental Revolving Credit AgreementCommitments to be held by such Incremental Revolving Lender as at the Fourteenth Amendment Effective Date having committed during syndication Incremental Revolving Loans in an amount equal to or exceeding €10,000,000; and ii. for distribution to each Revolving Lender (including, for the avoidance of doubt, each Incremental Revolving Lender) which has consented to the Financial Covenant Amendment that shall have delivered (by facsimile or otherwise) an executed signature page to a Revolving Lender Consent or a Revolving Credit Facility Joinder (as applicable), and released such signature page, on or prior to 12:00 p.m. (New York time) on 30 September, 2025, a non- refundable special transaction fee in an amount equal to 0.75% of the aggregate principal amount of the Revolving Credit Commitments to be held by such Revolving Credit Lender as at the Fourteenth Amendment Effective Date.

Conditions to Effectiveness of Amendment. This The effectiveness of this Amendment shall become effective on the first Business Day on which each is subject to satisfaction of the following conditions is satisfied:precedent (the date of such satisfaction being the “Amendment Effective Date”): (ai) The the Administrative Agent shall have received duly executed counterparts of this Amendment from (A) the Borrowers, Holdings and the other Guarantors, (B) each Exchanging Term Lender, (C) each Revolving Lender and (D) each Additional Term Lender, (ii) the Administrative Agent shall have received a duly executed copy of that certain First Amendment to Second Lien Credit Agreement, dated as of the date hereof, among Borrowers, Holdings and the other Guarantors, the lenders party thereto, and Jefferies Finance LLC, as administrative agent and collateral agent thereunder, in form and substance reasonably satisfactory to the Administrative Agent and (iii) the Exchanging Term Lenders party hereto shall constitute the Required Lenders immediately prior to giving effect to this Amendment; (b) the Administrative Agent shall have received a duly completed and executed Borrowing Request (i) in the case of a Eurodollar Borrowing, not later than 1:00 p.m., New York City time (or such later time on such Business Day as may be reasonably acceptable to the Administrative Agent), three (3) Business Days before the date of the proposed Borrowing or (ii) in the case of an ABR Borrowing, not later than 12:00 noon, New York City time (or such later time on such Business Day as may be reasonably acceptable to the Administrative Agent), one (1) Business Day before the date of the proposed Borrowing, in each case in respect of the Term B-1 Loans in accordance with Section 2.03 of the Amended First Lien Credit Agreement (which Borrowing Request may be conditioned on the effectiveness of this Amendment); (c) each of the representations and warranties contained in Section 5 of this Amendment shall be true and correct in all material respects (except that any representation or 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 Effective Date with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate 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 (except that any representation and warranty that is qualified as to “materiality” or “Material Adverse Effect” shall have been true and correct in all respects as of such earlier date); (d) at the time of and immediately after giving effect to this Amendment and the Credit Extensions occurring on the Amendment Effective Date and the use of proceeds thereof, no Default or Event of Default shall have occurred and be continuing; (e) the Administrative Agent shall have received (i) (Ia certificate dated as of the Amendment Effective Date and signed by a Responsible Officer of Holdings, confirming compliance with the conditions set forth in Sections 4(c) from each Cashless Option Tranche B-2 Lender and (II4(d) from Additional Tranche B-3 Term Loan Lenders having Additional Tranche B-3 Term Loan Commitments equal in principal amount to the principal amount of Existing Term Loans held by Non-Consenting Existing Tranche B-2 Term Loan Lenders herein and Post-Closing Option Lenders, (ii) a certificate from the chief financial officer (or other officer with reasonably equivalent duties) of Holdings, on behalf of each Credit Party, in form, scope and substance reasonably satisfactory to the Administrative Agent, and demonstrating that after giving effect to the transactions contemplated hereby, the Credit Parties are and will be, on a consolidated basis, solvent; (iiif) from the Borrower Administrative Agent shall have received, on behalf of itself, the Collateral Agent, the Issuing Bank and Holdingsthe Lenders (including the Swing Line Lender), either favorable written opinions, in each case (x1) in form and substance reasonably satisfactory to the Administrative Agent, (2) dated as of the Amendment Effective Date, (3) addressed to the Administrative Agent, the Collateral Agent, the Issuing Bank and the Lenders (including the Swing Line Lender) and (4) covering such corporate, security interest and related matters relating to this Amendment and the transactions contemplated hereby as the Administrative Agent shall reasonably request and which are customary for transactions of the type contemplated herein; (g) the Administrative Agent shall have received (i) a counterpart certificate of the secretary or assistant secretary (or equivalent officer) on behalf of each Credit Party dated as of the Amendment Effective Date, certifying (A) that attached thereto is a true and complete copy of each Organizational Document of such Credit Party and, with respect to the articles or certificate of incorporation or formation (or similar document) certified as of a recent date by the Secretary of State (or other applicable Governmental Authority) of the jurisdiction of its organization, or with respect to any such Organizational Documents of any Credit Party that have been previously delivered to the Administrative Agent, a certification that such Organizational Documents have not changed since the Closing Date or the date such Credit Party became a Credit Party under the Loan Documents, (B) that attached thereto is a true and complete copy of resolutions duly adopted by the Board of Directors of each Credit Party authorizing and approving the transactions contemplated by this Amendment and the other Loan Documents and the execution, delivery and performance of this Amendment (orand the other Loan Documents to which such Credit Party is a party and, in the case of the Borrowers, the incurrence of Indebtedness pursuant to the Term B-1 Loans, and that such Cashless Option Tranche B-2 Lendersresolutions have not been modified, a Consent rescinded or amended and are in full force and effect as of the date of such certificate and (C) as to the specimen signature and incumbency of each officer executing this Amendment No. 4) signed or any other document delivered in connection herewith on behalf of such party Credit Party (together with a certificate of another officer as to the specimen signature and incumbency of the officer executing the certificate in this clause (i)); and (ii) to the extent applicable, a certificate as to the good standing (or equivalent certificate in the applicable jurisdiction of organization) of each Credit Party as of a recent date, from such Secretary of State (y) written evidence or other applicable Governmental Authority); all in form and substance reasonably satisfactory to the Administrative Agent (which may include telecopy or other electronic transmission of a signed signature page of this Amendment) that such party has signed a counterpart of this Amendmentand its counsel; (bh) The Borrower the Administrative Agent shall have paid received: (i) for distribution to the Amendment Lead Arranger and the Additional Term Lender, all Existing fees and expenses agreed to by the Borrowers or Holdings that are due and payable on or before the Amendment Effective Date (including reasonable and documented out-of-pocket fees, expenses and disbursements of legal counsel); (ii) for distribution to each Lender that holds Refinanced Term Loan Lenders Loans immediately prior to giving effect to this Amendment, for the repayment in full of all such Refinanced Term Loans, an amount equal to the sum of (x) the principal of and unpaid interest accrued to the Amendment Effective Date on the Amendment No. 4 Effective Date, simultaneously with the making (or deemed making) of Tranche B-3 outstanding Refinanced Term Loans of such Lender and (y) all fees and other amounts owing to or accrued for the account of each such Lender that is a Non-Consenting Lender under the First Lien Credit Agreement (including any amounts under Sections 2.12 and 2.13 of the First Lien Credit Agreement) in respect of such Refinanced Term Loans; (iii) for distribution to each Exchanging Term Lender, an amount equal to all accrued and unpaid interest on the its Existing Term Loans to, but not including, that are being exchanged in accordance with Section 3(a) hereof up to and including the Amendment No. 4 Effective Date; (civ) The Administrative Agent shall have received the executed legal opinion of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLPfor distribution to each Exchanging Term Lender and each Revolving Lender party hereto, special counsel an amendment fee equal to the Credit Parties. The Borrower, Holdings and the Administrative Agent hereby instruct such counsel to deliver such legal opinion; (d) The Borrower shall have paid (i) the Amendment No. 4 Arrangers the fees in the amounts previously agreed in writing to be received on the Amendment No. 4 Effective Date and (ii) the Administrative Agent all reasonable costs and expenses (including, without limitation the reasonable fees, charges and disbursements of ▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, counsel for the Administrative Agent and the Amendment No. 4 Arrangers) 0.125% of the Administrative Agent for which invoices have been presented prior to sum of the Amendment No. 4 Effective Date; (e) The representations and warranties set forth in Section 2 above shall be true and correct; (f) The Administrative Agent (or its counsel) shall have received (A) a certificate aggregate principal amount of each of such Lender’s aggregate outstanding Existing Term Loans and Revolving Commitments (xwhether used or unused) Holdings and the Borrower, dated as of the Closing Date, substantially in the form of Exhibit E to the Credit Agreement, with appropriate insertions, executed by any Authorized Officer and the Secretary or any Assistant Secretary of Holdings and the Borrower, as applicable, and attaching the documents referred to in the following clause (B) and (B) (w) a copy of the resolutions of the board of directors or other managers of Holdings and the Borrower authorizing (I) the execution, delivery, and performance of this Amendment (and any agreements relating thereto) to which it is a party and the performance of the obligations under the Amended Credit Agreement and (II) in the case of the Borrower, the extensions of credit contemplated hereunder, (x) the Certificate of Incorporation and By-Laws or other comparable organizational documents, as applicable, of Holdings and the Borrower, (y) signature and incumbency certificates of the Authorized Officers of Holdings and the Borrower executing the Credit Documents to which it is a party, and (z) a good standing certificate from the relevant Governmental Authority of the jurisdiction of organization of the Borrower and Holdings, dated the Amendment No. 4 Effective Date or a recent date prior theretohereof; and (gv) The for distribution to the Additional Term Lender, as fee compensation for the funding of the Additional Term Lender’s Additional Term B-1 Loans, a closing fee in an amount equal to 0.25% of the stated principal amount of the Additional Term Lender’s Additional Term B-1 Loans, payable to the Additional Term Lender from the proceeds of its Additional Term B-1 Loans as and when funded on the Amendment Effective Date; such closing fee will be in all respects fully earned, due and payable on the Amendment Effective Date and non-refundable and non-creditable thereafter; and (i) to the extent requested by the Administrative Agent or any Lender, there shall have received a Notice of Borrowing in respect of been delivered to the Tranche B-3 Term Loans in accordance with Section 2.3 of Administrative Agent or such Lender documentation and other information that is required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the Amended Credit AgreementPatriot Act.

Conditions to Effectiveness of Amendment. (a) This Amendment Amendment, including the amendments set forth in Section 4 and the acknowledgements, consents and agreements set forth in Section 5, shall become effective on the first Business Day date (the “Amendment No. 2 Effective Date”) on which each of the following conditions is satisfiedare satisfied or waived by the applicable party; provided that (x) Sections 1 and 2 of this Amendment shall not become operative until each of the conditions set forth in Section 8 of this Amendment have been satisfied or waived by the applicable party and (y) Section 3 of this Amendment shall not become operative until each of the conditions set forth in Section 9 of this Amendment have been satisfied or waived by the applicable party: (ai) The the Administrative Agent shall have received (i) (I) executed signature pages to this Amendment from each Cashless Option Tranche B-2 Lender and (II) from Additional Tranche B-3 Term Loan Lenders having Additional Tranche B-3 Term Loan Commitments equal in principal amount to the principal amount of Existing Term Loans held by Non-Consenting Existing Tranche B-2 Term Loan Lenders and Post-Closing Option Required Lenders, Holdings, the Borrower, each other Credit Party that is party to a Credit Document, Citibank, N.A., in its capacity as Administrative Agent, Collateral Agent, Swingline Lender, Revolving Letter of Credit Issuer and Deposit Letter of Credit Issuer and JPMorgan Chase Bank, N.A., in its capacity as Revolving Letter of Credit Issuer; (ii) from payment by the Borrower to the Administrative Agent, for the account of each Lender (other than any Defaulting Lender and (iiiany Posting Lender) from the Borrower and Holdings, either (x) a counterpart of that has returned an executed signature page to this Amendment to the Administrative Agent at or prior to 12:00 p.m., New York City time on April 7, 2011 (orthe “Consent Deadline”) consenting to the amendments set forth in Section 4 and the acknowledgements and consents set forth in Section 5, an amendment fee (the “Amendment Fee”) in an amount equal in the case of such Cashless Option Tranche B-2 LendersTerm Loans, a Consent to Amendment No. 4) signed on behalf Deposit L/C Loans and Revolving Credit Commitments, 0.50% of the sum of aggregate principal amount of the Term Loans, Deposit L/C Loans and the Revolving Credit Commitment of such party Lender outstanding or in effect, as applicable, as of the Consent Deadline (y) written evidence satisfactory to it being understood that the Administrative Agent (which may include telecopy or other electronic transmission of a signed signature page of this Amendment) that such party has signed a counterpart of this Amendment; (b) The Borrower shall have paid no liability to all Existing Term Loan Lenders on pay the Amendment Fee if the Amendment No. 4 2 Effective Date, simultaneously with Date does not occur); (iii) the making (or deemed making) Borrower shall have received from Parent repayment of Tranche B-3 Term Loans $770,000,000 of the Parent Loan previously made under the Credit Agreement, all accrued Existing SG&A Note; (iv) the Administrative Agent shall have received from Borrower a certificate of an Authorized Officer of the Borrower to the effect that representations and unpaid interest warranties set forth in Section 6 hereof are true and correct on the Existing Term Loans to, but not including, and as of the Amendment No. 4 2 Effective Date; (cv) The the Administrative Agent shall have received a copy of the executed legal opinion resolutions, in form and substance reasonably satisfactory to the Administrative Agent, of ▇▇▇▇▇▇▇ ▇the board of directors, other managers or general partner of each Credit Party (or a duly authorized committee thereof) authorizing the execution, delivery and performance of this Amendment and the performance of the Credit Agreement and the other Credit Documents, in each case as modified by this Amendment, certified as of the Amendment No. 2 Effective Date by an Authorized Officer of each Credit Party as being in full force and effect without modification or amendment; and (vi) payment by the Borrower of the reasonable costs and expenses of the Administrative Agent in connection with this Amendment (including the reasonable fees, disbursements and other charges of Milbank, Tweed, ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, special LLP as counsel to the Credit Parties. The Borrower, Holdings and the Administrative Agent hereby instruct such counsel to deliver such legal opinion;Agent). (d) The Borrower shall have paid (i) the Amendment No. 4 Arrangers the fees in the amounts previously agreed in writing to be received on the Amendment No. 4 Effective Date and (ii) the Administrative Agent all reasonable costs and expenses (including, without limitation the reasonable fees, charges and disbursements of ▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, counsel for the Administrative Agent and the Amendment No. 4 Arrangers) of the Administrative Agent for which invoices have been presented prior to the Amendment No. 4 Effective Date; (e) The representations and warranties set forth in Section 2 above shall be true and correct; (f) The Administrative Agent (or its counsel) shall have received (A) a certificate of each of (x) Holdings and the Borrower, dated as of the Closing Date, substantially in the form of Exhibit E to the Credit Agreement, with appropriate insertions, executed by any Authorized Officer and the Secretary or any Assistant Secretary of Holdings and the Borrower, as applicable, and attaching the documents referred to in the following clause (B) and (B) (w) a copy of the resolutions of the board of directors or other managers of Holdings and the Borrower authorizing (I) the execution, delivery, and performance of this Amendment (and any agreements relating thereto) to which it is a party and the performance of the obligations under the Amended Credit Agreement and (II) in the case of the Borrower, the extensions of credit contemplated hereunder, (x) the Certificate of Incorporation and By-Laws or other comparable organizational documents, as applicable, of Holdings and the Borrower, (y) signature and incumbency certificates of the Authorized Officers of Holdings and the Borrower executing the Credit Documents to which it is a party, and (z) a good standing certificate from the relevant Governmental Authority of the jurisdiction of organization of the Borrower and Holdings, dated the Amendment No. 4 Effective Date or a recent date prior thereto; and (gb) The Administrative Agent shall have received a Notice of Borrowing in respect notify the Borrower and the Lenders of the Tranche B-3 Term Loans in accordance with Section 2.3 of Amendment No. 2 Effective Date promptly after the Amended Credit Agreementoccurrence thereof.

Conditions to Effectiveness of Amendment. This Amendment The effectiveness of the amendments set forth in Section 2 hereof shall become effective occur on the first Business Day on which each date of the satisfaction of the following conditions precedent (such date, the “Fifth Amendment Effective Date”): a. the Borrower Representative, each other Loan Party (other than Loan Parties incorporated in Korea) and the New Term Lenders shall have executed and delivered counterparts (or, as applicable, a Lender Consent or a Joinder) to this Amendment to the Administrative Agent; b. each of the representations and warranties contained in Section 9 of this Amendment shall be true and correct in all material respects (and in all respects if any such representation or warranty is satisfied:already qualified by materiality) on and as of the Fifth Amendment Effective Date; (a) The c. at the time of and immediately after giving effect to this Amendment and the transactions occurring on the Fifth Amendment Effective Date, no Default or Event of Default exists; d. the Administrative Agent shall have received (i) (I) from each Cashless Option Tranche B-2 Lender a certificate dated the Fifth Amendment Effective Date and (II) from Additional Tranche B-3 Term Loan Lenders having Additional Tranche B-3 Term Loan Commitments equal in principal amount to the principal amount signed by a Responsible Officer of Existing Term Loans held by Non-Consenting Existing Tranche B-2 Term Loan Lenders and Post-Closing Option Lenders, (ii) from the Administrative Agent, and (iii) from the Borrower Representative, confirming compliance with the conditions set forth in Sections 7(b) and Holdings, either (x6(c) a counterpart of this Amendment (or, in the case of such Cashless Option Tranche B-2 Lenders, a Consent to Amendment No. 4) signed on behalf of such party or (y) written evidence satisfactory to the Administrative Agent (which may include telecopy or other electronic transmission of a signed signature page of this Amendment) that such party has signed a counterpart of this Amendmenthereof; (b) The Borrower shall have paid to all Existing Term Loan Lenders on e. the Amendment No. 4 Effective Date, simultaneously with the making (or deemed making) of Tranche B-3 Term Loans under the Credit Agreement, all accrued and unpaid interest on the Existing Term Loans to, but not including, the Amendment No. 4 Effective Date; (c) The Administrative Agent shall have received a solvency certificate dated as of the executed legal Fifth Amendment Effective Date in substantially the form of Exhibit H of the Amended Credit Agreement from a Financial Officer of the Parent certifying as to the matters set forth therein; f. the Administrative Agent shall have received, on behalf of itself and the Lenders on the Fifth Amendment Effective Date, a customary written opinion of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, special counsel for the Parent, the Borrowers and each other Loan Party (A) dated the Fifth Amendment Effective Date, (B) addressed to the Credit Parties. The BorrowerAdministrative Agent, Holdings the Amendment Arrangers and the Lenders and (C) in form and substance reasonably satisfactory to the Administrative Agent hereby instruct and the Amendment Arrangers covering such counsel matters relating to deliver such legal opinionthis Amendment; (d) The Borrower shall have paid (i) the Amendment No. 4 Arrangers the fees in the amounts previously agreed in writing to be received on the Amendment No. 4 Effective Date and (ii) g. the Administrative Agent all reasonable costs and expenses (including, without limitation the reasonable fees, charges and disbursements of ▇▇▇▇▇▇ ▇▇▇▇▇▇ & shall have received for distribution to ▇▇▇▇▇▇▇ LLPSachs Bank USA, counsel for in its capacity as Amendment Arranger, all fees and expenses agreed to by the Administrative Agent Borrowers or the Borrower Representative that are due and payable on or before the Fifth Amendment No. 4 ArrangersEffective Date (including reasonable and documented out-of-pocket fees, expenses and disbursements of legal counsel) of in each case to the Administrative Agent for which invoices have been presented extent notified to the Borrower Representative at least three (3) Business Days prior to the Fifth Amendment No. 4 Effective Date; (e) The representations and warranties set forth in Section 2 above shall be true and correct; (f) The Administrative Agent (or its counsel) shall have received (A) a certificate of each of (x) Holdings and h. the Borrower, dated as of the Closing Date, substantially in the form of Exhibit E to the Credit Agreement, with appropriate insertions, executed by any Authorized Officer and the Secretary or any Assistant Secretary of Holdings and the Borrower, as applicable, and attaching the documents referred to in the following clause (B) and (B) (w) a copy of the resolutions of the board of directors or other managers of Holdings and the Borrower authorizing (I) the execution, delivery, and performance of this Amendment (and any agreements relating thereto) to which it is a party and the performance of the obligations under the Amended Credit Agreement and (II) in the case of the Borrower, the extensions of credit contemplated hereunder, (x) the Certificate of Incorporation and By-Laws or other comparable organizational documents, as applicable, of Holdings and the Borrower, (y) signature and incumbency certificates of the Authorized Officers of Holdings and the Borrower executing the Credit Documents to which it is a party, and (z) a good standing certificate from the relevant Governmental Authority of the jurisdiction of organization of the Borrower and Holdings, dated the Amendment No. 4 Effective Date or a recent date prior thereto; and (g) The Administrative Agent shall have received for distribution to each New Term Lender that shall have delivered (by facsimile or otherwise) an executed signature page to this Amendment (or, as applicable, a Notice of Borrowing Lender Consent or a Joinder) prior to the Consent Deadline (as defined below), a non-refundable special participation fee in respect an amount equal to 0.125% multiplied by the unpaid principal balance of the Tranche B-3 Refinancing Term Loans denominated in accordance with Section 2.3 of Euro held by such Existing Term Lender on the Amended Credit Agreement.Fifth Amendment Effective Date after giving effect to this Amendment and transactions contemplated hereby. For purposes hereof, “Consent Deadline” shall mean 5:00 p.m. London time on October 26, 2017; and

Conditions to Effectiveness of Amendment. This Amendment shall become effective on the first Business Day on which each of the following conditions is satisfied: (a) The Administrative Agent shall have received (i) (I) from each Cashless Option Tranche B-2 Lender and (II) from Additional with a Tranche B-3 Term Loan Lenders having Additional Exchange Commitment and from each Tranche B-3 Term Loan Commitments equal in principal amount to the principal amount of Existing Term Loans held by Non-Consenting Existing Tranche B-2 Term Loan Lenders and Post-Closing Option LendersLender, (ii) from the Administrative Agent, Agent and (iii) from the Borrower and Holdingseach Subsidiary Guarantor, either (x) a counterpart of this Amendment (or, in the case of such Cashless Option Tranche B-2 Lenders, a Consent to Amendment No. 4) signed on behalf of such party (or a Tranche B-3 Consent) or (y) written evidence satisfactory to the Administrative Agent (which may include telecopy or other electronic transmission of a signed signature page of this Amendment) that such party has signed a counterpart of this Amendment;Amendment (or a Tranche B-3 Consent). (b) The Administrative Agent shall have received from each Additional Tranche B-3 Lender an executed counterpart to the applicable Joinder Agreement. The aggregate amount of Additional Tranche B-3 Commitments and Tranche B-3 Exchange Commitments shall equal the aggregate principal amount of Tranche B-1 Loans outstanding immediately prior to the effectiveness of this Amendment. (c) The Borrower shall have paid to all Existing Term Loan Lenders on the Amendment No. 4 Effective DateAdministrative Agent, for the ratable account of each Lender immediately prior to the effectiveness of this Amendment, simultaneously with the making (or deemed making) of Tranche B-3 Term Loans under the Credit Term Loan Agreement, all accrued and unpaid interest on the Existing Term their Tranche B-1 Loans to, but not including, the Amendment No. 4 2 Effective Date;. (cd) The Administrative Agent shall have received a customary written opinion (addressed to the executed legal opinion Administrative Agent and the Lenders and dated the Amendment No. 2 Effective Date) of ▇▇▇▇▇▇▇ , Weiss, Rifkind, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, special New York counsel to for the Credit Parties, in form and substance reasonably satisfactory to the Administrative Agent. The Borrower, Holdings and the Administrative Agent Borrower hereby instruct requests such counsel to deliver such legal opinion;opinions. (de) The Borrower shall have paid to (i) the Amendment No. 4 Co-Lead Arrangers the fees in the amounts previously agreed in writing to be received on the Amendment No. 4 2 Effective Date and (ii) the Administrative Agent all reasonable documented out-of-pocket costs and expenses of the Administrative Agent (including, without limitation the reasonable fees, charges and disbursements of ▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, counsel for the Administrative Agent and the Amendment No. 4 ArrangersAgent) payable pursuant to Section 9.05 of the Administrative Agent Term Loan Agreement for which invoices have been presented at least three Business Days prior to the Amendment No. 4 2 Effective Date; (e) The representations and warranties set forth in Section 2 above shall be true and correct;. (f) The Administrative Agent (At the time of and immediately after giving effect to this Amendment no Default or its counsel) Event of Default shall have received (A) a certificate of each of (x) Holdings occurred and the Borrower, dated as of the Closing Date, substantially in the form of Exhibit E to the Credit Agreement, with appropriate insertions, executed by any Authorized Officer and the Secretary or any Assistant Secretary of Holdings and the Borrower, as applicable, and attaching the documents referred to in the following clause (B) and (B) (w) a copy of the resolutions of the board of directors or other managers of Holdings and the Borrower authorizing (I) the execution, delivery, and performance of this Amendment (and any agreements relating thereto) to which it is a party and the performance of the obligations under the Amended Credit Agreement and (II) in the case of the Borrower, the extensions of credit contemplated hereunder, (x) the Certificate of Incorporation and By-Laws or other comparable organizational documents, as applicable, of Holdings and the Borrower, (y) signature and incumbency certificates of the Authorized Officers of Holdings and the Borrower executing the Credit Documents to which it is a party, and (z) a good standing certificate from the relevant Governmental Authority of the jurisdiction of organization of the Borrower and Holdings, dated the Amendment No. 4 Effective Date or a recent date prior thereto; andbe continuing. (g) The Administrative Agent shall have received (1) a Notice of Borrowing in respect copy of the certificate or articles of incorporation, certificate of limited partnership or certificate of formation, including all amendments thereto, of each Credit Party, in each case, certified as of a recent date by the Secretary of State (or other similar official) of the jurisdiction of its organization, and a certificate as to the good standing (to the extent such concept or a similar concept exists under the laws of such jurisdiction) of each such Credit Party as of a recent date from such Secretary of State (or other similar official); (2) a certificate of the Secretary or Assistant Secretary or similar officer of each Credit Party dated the Amendment No. 2 Effective Date and certifying: (i) that attached thereto is a true and complete copy of the by-laws (or partnership agreement, limited liability company agreement or other equivalent governing documents) of such Credit Party as in effect on the Amendment No. 2 Effective Date and at all times since a date prior to the date of the resolutions described in clause (ii) below, (ii) that attached thereto is a true and complete copy of resolutions duly adopted by the board of directors (or managing general partner, managing member or equivalent) of such Credit Party authorizing the execution, delivery and performance of the Loan Documents to which such Person is a party and the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect on the Amendment No. 2 Effective Date, (iii) that the certificate or articles of incorporation, certificate of limited partnership, articles of incorporation or certificate of formation of such Credit Party has not been amended since the date of the last amendment thereto disclosed pursuant to clause (1) above, (iv) 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 Credit Party, and (v) as to the absence of any pending proceeding for the dissolution or liquidation of such Credit Party; and (3) a certificate of a director or an officer as to the incumbency and specimen signature of the Secretary or Assistant Secretary or similar officer executing the certificate pursuant to clause (2) above; provided that the certificate of the Secretary or Assistant Secretary or similar officer of each Credit Party may, in lieu of attaching the documents required pursuant clauses (1) and (2)(i) above, certify that such documents have not been amended, modified or otherwise changed since the Tranche B-2 Incremental Effective Date. (h) To the extent required and requested in writing by any Additional Tranche B-3 Term Loans in accordance with Section 2.3 Lender at least three Business Days prior to the Amendment No. 2 Effective Date, the Administrative Agent shall have received all documentation and other information about the Credit Parties required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the USA PATRIOT Act. (i) The Administrative Agent shall have received a certificate signed by a Authorized Officer of the Amended Credit AgreementBorrower certifying as to the accuracy of the representations set forth in paragraphs (b) and (c) of Section 2 hereof.

Conditions to Effectiveness of Amendment. This Amendment shall become effective on when and only when the first Business Day on which each of the following conditions is satisfied: (a) The Administrative Agent shall have received executed counterparts of this Amendment (i) (I) from each Cashless Option Tranche B-2 Lender and (II) from Additional Tranche B-3 Term Loan Lenders having Additional Tranche B-3 Term Loan Commitments equal in principal amount or a consent to the principal amount of Existing Term Loans held by Non-Consenting Existing Tranche B-2 Term Loan Lenders and Post-Closing Option Lenders, (iithis Amendment) from the Required Lenders and the following conditions precedent have been satisfied (the date such conditions are so satisfied herein called the “Effective Date”): (a) Borrower shall have completed the acquisition of certain Mineral Interests from Encore Operating, L.P. (“EOLP”), pursuant to that certain Purchase and Sale Agreement dated as of June 28, 2009, among EOLP, Parent and Borrower (the “June 2009 Acquisition Agreement”, and the transactions contemplated therein, the “June 2009 Acquisition Transaction”) in accordance in all material respects with the terms of the June 2009 Acquisition Agreement and applicable law. (b) The Administrative Agent’s receipt of the following, and each of which shall be originals or telecopies (iiifollowed promptly by originals) from unless otherwise specified, each properly executed by a Responsible Officer of the Borrower and Holdingssigning Credit Party, either (x) a counterpart of this Amendment each dated the Effective Date (or, in the case of such Cashless Option Tranche B-2 Lenderscertificates of governmental officials, a Consent to Amendment No. 4recent date before the Effective Date) signed on behalf of such party or (y) written evidence and each in form and substance satisfactory to the Administrative Agent (which may include telecopy or other electronic transmission of a signed signature page unless otherwise specified): (i) executed counterparts of this Amendment, sufficient in number for distribution to the Administrative Agent, each Lender and the Borrower; (ii) that a Note (or replacement Note) executed by the Borrower in favor of each Lender requesting a Note to reflect such party has signed a counterpart of Lender’s Commitment after giving effect to this Amendment; (biii) The Borrower shall Mortgages or amendments to existing Mortgages covering Proved Mineral Interests that have paid to a Recognized Value of not less than the 80% of the Recognized Value of all Existing Term Loan Lenders Proved Mineral Interests owned by the Credit Parties on the Amendment No. 4 Effective Date (after giving effect to the June 2009 Acquisition Transaction) and included in the Borrowing Base in effect on the Effective Date, simultaneously duly executed and delivered by the applicable Credit Parties, together with such other assignments, conveyances, agreements and other writings as may be reasonably requested by the making (or deemed making) of Tranche B-3 Term Loans under the Credit AgreementAdministrative Agent, all accrued and unpaid interest on the Existing Term Loans to, but not including, without limitation, UCC financing statements and/or amendments to financing statements, in form and substance reasonably satisfactory to the Amendment No. 4 Effective DateAdministrative Agent; (civ) The such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Credit Party as the Administrative Agent shall may reasonably require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Amendment and the other Loan Documents to which such Credit Party is a party; (v) such documents and certifications as the Administrative Agent may reasonably require to evidence that each Credit Party is duly organized or formed, validly existing, in good standing and qualified to engage in business in each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except to the extent that failure to do so could not reasonably be expected to have received the executed legal a Material Adverse Effect; (vi) a favorable opinion of ▇▇▇▇▇ ▇▇▇▇▇ L.L.P., counsel to the Credit Parties, addressed to the Administrative Agent and each Lender, as to certain corporate matters and as to the enforceability of the Mortgages and amendments to Mortgages, as applicable, in Texas and otherwise in form and substance satisfactory to the Administrative Agent; (vii) a favorable opinion of Holme ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ , LLP, special Montana and Wyoming counsel for the Administrative Agent, addressed to the Credit Parties. The Borrower, Holdings and the Administrative Agent hereby instruct such counsel and each Lender, as to deliver such legal opinionthe enforceability of the Mortgages and amendments to Mortgages, as applicable, in Montana and Wyoming, respectively, and otherwise in form and substance satisfactory to the Administrative Agent; (dviii) The Borrower shall have paid (i) the Amendment No. 4 Arrangers the fees in the amounts previously agreed in writing to be received on the Amendment No. 4 Effective Date and (ii) the Administrative Agent all reasonable costs and expenses (including, without limitation the reasonable fees, charges and disbursements a favorable opinion of ▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLPPC, special North Dakota counsel for the Administrative Agent and the Amendment No. 4 Arrangers) of Agent, addressed to the Administrative Agent for which invoices have been presented prior and each Lender, as to the Amendment No. 4 Effective Dateenforceability of the Mortgages and amendments to Mortgages, as applicable, in North Dakota and otherwise in form and substance satisfactory to the Administrative Agent; (eix) The representations such lien search reports as the Administrative Agent shall reasonably require, conducted in such jurisdictions and warranties set forth in Section 2 above reflecting such names as the Administrative Agent shall be true and correctrequest; (f) The Administrative Agent (or its counsel) shall have received (Ax) a certificate of each of (x) Holdings and the Borrower, dated as a Responsible Officer of the Closing DateBorrower either (A) attaching copies of all consents, substantially in the form of Exhibit E licenses and approvals (other than those related to the Credit Agreement, ordinary conduct of its business) required in connection with appropriate insertions, executed by any Authorized Officer and the Secretary or any Assistant Secretary of Holdings and the Borrower, as applicable, and attaching the documents referred to in the following clause (B) and (B) (w) a copy of the resolutions of the board of directors or other managers of Holdings and the Borrower authorizing (I) the execution, delivery, delivery and performance of this Amendment (and any agreements relating thereto) to which it is a party by each Credit Party and the performance validity against such Credit Party of the obligations under the Amended Credit Agreement and (II) in the case of the Borrower, the extensions of credit contemplated hereunder, (x) the Certificate of Incorporation and By-Laws or other comparable organizational documents, as applicable, of Holdings and the Borrower, (y) signature and incumbency certificates of the Authorized Officers of Holdings and the Borrower executing the Credit Loan Documents to which it is a party, and such consents, licenses and approvals shall be in full force and effect, or (zB) a good standing certificate from the relevant Governmental Authority of the jurisdiction of organization of the Borrower and Holdingsstating that no such consents, dated the Amendment No. 4 Effective Date licenses or a recent date prior theretoapprovals are so required; and (gxi) The a certificate signed by a Responsible Officer of the Borrower certifying (A) that the conditions specified in Sections 4.02(a) and (b) of the Credit Agreement have been satisfied as of the Effective Date, and (B) that there has not occurred a material adverse change (x) in the assets, properties, financial condition or business operations of Parent, the Borrower and its Subsidiaries (after giving effect to the June 2009 Acquisition Transaction), taken as a whole, since the date of Parent’s most recent annual and quarterly consolidated balance sheet and consolidated statements of operations and cash flows delivered to the Administrative Agent pursuant to Section 6.01(a) or (b) of the Credit Agreement, as applicable, or (y) in the facts and information regarding such entities or the June 2009 Acquisition Transaction as represented to date. (c) No litigation, arbitration or similar proceeding shall be pending or threatened which calls into question the validity or enforceability of the June 2009 Acquisition Agreement, this Amendment, the other Loan Documents or the transactions contemplated hereby or thereby. (d) Administrative Agent shall have received a Notice received, for the account of Borrowing in respect each Lender who executes this Amendment on or before the Effective Date, an amendment fee equal to 0.10% of such Lender’s Applicable Percentage of the Tranche B-3 Term Loans Borrowing Base in accordance with Section 2.3 of effect prior to giving effect to this Amendment and the Amended Credit Agreementincrease in the Borrowing Base contemplated hereby.