Common use of Conditions to Effectiveness of this Agreement Clause in Contracts

Conditions to Effectiveness of this Agreement. This Agreement shall become effective on and as of the date hereof (the “Incremental Facility Closing Date”), upon satisfaction of only the following conditions: (a) The Administrative Agent and the Incremental Term Lender shall have received from the Borrower, Holdings, each Subsidiary Guarantor, the Administrative Agent, the Collateral Agent and the Incremental Term Lender either (i) a counterpart of this Agreement signed on behalf of such party or (ii) written evidence reasonably satisfactory to the Administrative Agent and the Incremental Term Lender (which may include telecopy or other electronic transmission (including “pdf”) of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement. (b) The Administrative Agent and the Incremental Term Lender shall have received, on behalf of such parties and the Lenders, an opinion of ▇▇▇▇▇▇ & Bird LLP, as special counsel for the Loan Parties and ▇▇▇▇ Plant ▇▇▇▇▇, as Minnesota special counsel for the Loan Parties, each dated as of the Incremental Facility Closing Date and addressed to the Administrative Agent, the Incremental Term Lender and the Lenders, and of such other counsel to the Loan Parties satisfactory to the Administrative Agent and the Incremental Term Lender, in each case, in form and substance reasonably satisfactory to the Administrative Agent and the Incremental Term Lender. (c) The Administrative Agent shall have received: (i) a certificate as to the good standing of each Loan Party, as of a recent date, from the Secretary of State or similar Governmental Authority of the state of its incorporation or organization and (ii) an Officer’s Certificate of the Secretary or Assistant Secretary of each Loan Party dated the Incremental Facility Closing Date and certifying (A) that attached thereto are copies of the certificate or articles of incorporation or organization, including all amendments thereto, of each Loan Party, certified as of a recent date by the Secretary of State of the state of its organization, (B) that attached thereto are the true and complete copy of the bylaws or operating (or limited liability company) agreement of such Loan Party as in effect on the Incremental Facility Closing Date, (C) that attached thereto is a true and complete copy of resolutions duly adopted by the Governing Board of such Loan Party authorizing the execution, delivery and performance of the Loan Documents to which such Person is a party and, in the case of the Borrower, the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, and (D) as to the incumbency and specimen signature of each officer executing any Loan Document on behalf of such Loan Party and countersigned by another officer as to the incumbency and specimen signature of the Secretary or Assistant Secretary executing the certificate pursuant to clause (ii) above. (d) The Administrative Agent shall have received an Officer’s Certificate, dated the Incremental Facility Closing Date and signed by a Financial Officer of the Borrower, certifying compliance with the conditions precedent set forth in Sections 3(f), (g), (i) and (j) hereof (and, in the case of clause (i), attaching calculations demonstrating such compliance). (e) The Incremental Term Lender shall have received (i) all fees due and payable on the Incremental Facility Closing Date pursuant to any agreement relating to the arrangement of the Incremental Term Loan Commitments and (ii) to the extent invoiced at least two Business Days prior to the Incremental Facility Closing Date, all costs and expenses due and payable (whether pursuant to the Loan Documents or any agreement relating to the arrangement of the Incremental Term Loan Commitments) on or prior to the Incremental Facility Closing Date, including, to the extent invoiced, reimbursement or payment of all reasonable and documented out of pocket costs and expenses (including, without limitation, reasonable fees, charges and disbursements of ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP) required to be reimbursed or paid by the Loan Parties hereunder or under any Loan Document. (f) The representations and warranties of each Loan Party set forth in Section 5 of this Agreement and in each other Loan Document shall be true and correct in all material respects on and as of the Incremental Facility Closing 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 or period, in which case they shall be true and correct in all material respects as of such earlier date or period; provided that any representation and warranty that is qualified as to “materiality”, “Material Adverse Effect” or similar language shall be true and correct (after giving effect to any qualification therein) in all respects on the Incremental Facility Closing Date or on such earlier date, as the case may be. (g) No Default or Event of Default shall exist or would immediately result from the extension of the Incremental Term Loans or from the application of the proceeds therefrom. (h) The Borrower shall have delivered or caused to be delivered to the Administrative Agent and the Incremental Term Lender a solvency certificate from the Chief Financial Officer of Holdings setting forth the conclusions that, after giving effect to the transactions contemplated hereby, Holdings and its Subsidiaries (on a consolidated basis) are Solvent. (i) The incurrence of the Incremental Term Loans and the application of proceeds thereof (and assuming the Incremental Term Loans are fully drawn) complies with the requirements set forth in Section 2.22(a) of the Credit Agreement. (j) The Borrower shall have given notice of the prepayment of the outstanding “Revolving Loans” under and as defined in the Revolving Credit Agreement in accordance with Section 2.12(b) of the Revolving Credit Agreement, and substantially contemporaneously with the funding of the Incremental Term Loans, shall have made such prepayment of such Revolving Loans. (k) The Administrative Agent and the Incremental Term Lender shall have received prior to the Incremental Facility Closing Date, to the extent requested from the Borrower in writing by the Administrative Agent at least 2 Business Days prior the Incremental Facility Closing Date, all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the USA Patriot Act that has been requested by the Administrative Agent prior to the Incremental Facility Closing Date.

Conditions to Effectiveness of this Agreement. This Agreement shall become be effective on and as upon satisfaction (or waiver in accordance with Section 10.01) of the date hereof conditions precedent set forth in this Section 4.01; provided that the obligations of the Lenders to make Credit Extensions hereunder are subject to satisfaction (or waiver in accordance with Section 10.01) of the “Incremental Facility Closing Date”), upon satisfaction of only the following conditionsconditions precedent set forth in Section 4.02: (a) The Administrative Agent and Agent’s receipt of the Incremental Term Lender shall have received from the Borrower, Holdingsfollowing, each Subsidiary Guarantorof which shall be originals, facsimiles or “pdf” electronic copies (followed promptly by originals to the extent requested by the Administrative Agent) unless otherwise specified, each dated the Collateral Agent and Closing Date (or, in the Incremental Term Lender either case of certificates of governmental officials, a recent date before the Closing Date): (i) a counterpart executed counterparts of this Agreement signed on behalf of such party or Agreement, in the number requested by the Administrative Agent; (ii) written evidence reasonably satisfactory a Note executed by the Borrower in favor of each Lender requesting a Note at least two Business Days prior to the Closing Date; (iii) a certificate of a secretary or assistant secretary of the Borrower (attaching resolutions, incumbency certificates as the Administrative Agent may reasonably require and true, correct and complete copies of Borrower’s Organization Documents) evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the Incremental Term Lender (which may include telecopy or other electronic transmission (including “pdf”) of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement.Loan Documents; (b) The Administrative Agent and the Incremental Term Lender shall have received, on behalf of such parties and the Lenders, an opinion of ▇▇▇▇▇▇ & Bird LLP, as special counsel for the Loan Parties and ▇▇▇▇ Plant ▇▇▇▇▇, as Minnesota special counsel for the Loan Parties, each dated as of the Incremental Facility Closing Date and addressed to the Administrative Agent, the Incremental Term Lender and the Lenders, and of such other counsel to the Loan Parties satisfactory to the Administrative Agent and the Incremental Term Lender, in each case, in form and substance reasonably satisfactory to the Administrative Agent and the Incremental Term Lender. (c) The Administrative Agent shall have received: (iiv) a certificate as to the good standing (or such other customary functionally equivalent certificate) of each Loan Party, as of a recent date, the Borrower from the Secretary of State (or similar other applicable Governmental Authority Authority) of the state Oklahoma; (v) [Reserved]; (vi) a favorable opinion of its incorporation or organization and (ii) an Officer’s Certificate of the Secretary or Assistant Secretary of each Loan Party dated the Incremental Facility Closing Date and certifying (A) that attached thereto are copies of the certificate or articles of incorporation or organizationSkadden, including all amendments theretoArps, of each Loan PartySlate, certified as of a recent date by the Secretary of State of the state of its organization, (B) that attached thereto are the true and complete copy of the bylaws or operating (or limited liability company) agreement of such Loan Party as in effect on the Incremental Facility Closing Date, (C) that attached thereto is a true and complete copy of resolutions duly adopted by the Governing Board of such Loan Party authorizing the execution, delivery and performance of the Loan Documents to which such Person is a party and, in the case of the Borrower, the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, and (D) as to the incumbency and specimen signature of each officer executing any Loan Document on behalf of such Loan Party and countersigned by another officer as to the incumbency and specimen signature of the Secretary or Assistant Secretary executing the certificate pursuant to clause (ii) above. (d) The Administrative Agent shall have received an Officer’s Certificate, dated the Incremental Facility Closing Date and signed by a Financial Officer of the Borrower, certifying compliance with the conditions precedent set forth in Sections 3(f), (g), (i) and (j) hereof (and, in the case of clause (i), attaching calculations demonstrating such compliance). (e) The Incremental Term Lender shall have received (i) all fees due and payable on the Incremental Facility Closing Date pursuant to any agreement relating to the arrangement of the Incremental Term Loan Commitments and (ii) to the extent invoiced at least two Business Days prior to the Incremental Facility Closing Date, all costs and expenses due and payable (whether pursuant to the Loan Documents or any agreement relating to the arrangement of the Incremental Term Loan Commitments) on or prior to the Incremental Facility Closing Date, including, to the extent invoiced, reimbursement or payment of all reasonable and documented out of pocket costs and expenses (including, without limitation, reasonable fees, charges and disbursements of ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, special counsel to the Borrower, and (B) GableGotwals, special counsel to the Borrower, in each case addressed to the Administrative Agent and each Lender as of the Closing Date and reasonably satisfactory to the Administrative Agent and the Arrangers; (vii) a certificate of a Responsible Officer of the Borrower (A) either (x) attaching copies of all consents, licenses and approvals required to be reimbursed or paid in connection with the execution, delivery and performance by the Borrower and the validity against the Borrower of the Loan Parties hereunder Documents, and such consents, licenses and approvals shall be in full force and effect, or under any Loan Document.(y) stating that no such consents, licenses or approvals are so required; and (B) certifying as to the solvency (on a consolidated basis) of the Borrower and its Subsidiaries; (fviii) The a certificate signed by a Responsible Officer of the Borrower certifying (A) that no Default exists, (B) that the representations and warranties of each Loan Party set forth the Borrower contained in Section 5 of this Agreement and in each other Loan Document shall be Article V are true and correct in all material respects on and as of the Incremental Facility Closing Date with the same effect as though made on and as of such daterespects, except to the extent that such representations and warranties expressly relate specifically refer to an earlier date or perioddate, in which case they shall be true and correct in all material respects as of such earlier date, except that such materiality qualifier shall not apply to the extent that any such representation or warranty is qualified by materiality, and (C) that there has been no event or circumstance since the date of the Audited Financial Statements that has had or periodcould be reasonably expected to have, either individually or in the aggregate, (1) a material adverse change in, or a material adverse effect upon, the operations, assets or financial condition of the Borrower and its Subsidiaries taken as a whole; provided however (x) a downgrade by S&P or ▇▇▇▇▇’▇ of their respective Debt Ratings shall not, in and of itself, be deemed to constitute or be taken into account in determining whether a material adverse change in, or a material adverse effect upon, the operations, assets or financial condition of the Borrower and its Subsidiaries taken as a whole has occurred or could be reasonably expected to occur, (y) the fact that the Borrower is unable to borrow in the commercial paper market shall not, in and of itself, be deemed to constitute or be taken into account in determining whether a material adverse change in, or a material adverse effect upon, the operations, assets or financial condition of the Borrower and its Subsidiaries taken as a whole has occurred or could be reasonably expected to occur, and (z) neither the weather conditions during February 2021 and March 2021 in the territories where the Borrower and its Subsidiaries operate nor the related disruptions in the natural gas markets, nor any representation and warranty that is qualified as event or circumstance, individually or in the aggregate, to “materiality”the extent arising out of, “Material Adverse Effect” resulting from or similar language shall be true and correct (after giving effect attributable to any qualification thereinof the foregoing, shall constitute or be taken into account in determining whether a material adverse change in, or a material adverse effect upon, the operations, assets or financial condition of the Borrower and its Subsidiaries taken as a whole has occurred or could be reasonably expected to occur; (2) in all respects on a material impairment of the Incremental Facility Closing Date ability of the Borrower to perform its payment obligations under any Loan Document to which it is a party; or on such earlier date(3) a material adverse effect upon the legality, as validity, binding effect or enforceability against the case may be.Borrower of any Loan Document to which it is a party; and (gix) No Default or Event of Default shall exist or would immediately result from the extension of the Incremental Term Loans or from the application of the proceeds therefrom. (h) The Borrower shall have delivered or caused financial statements required to be delivered by the Borrower on or prior to the Closing Date pursuant to Section 6.01 to the Administrative Agent and the Incremental Term Lender a solvency certificate from the Chief Financial Officer of Holdings setting forth the conclusions thatAgent; provided, after giving effect to the transactions contemplated herebyhowever, Holdings and its Subsidiaries (that such delivery may be completed by making such financial statements available on a consolidated basis) are Solvent▇▇▇▇▇. (i) The incurrence of To the Incremental Term Loans and extent requested in writing at least ten (10) days prior to the application of proceeds thereof (and assuming Closing Date, the Incremental Term Loans are fully drawn) complies with the requirements set forth in Section 2.22(a) of the Credit Agreement. (j) The Borrower shall have given notice of the prepayment of the outstanding “Revolving Loans” under and as defined in the Revolving Credit Agreement in accordance with Section 2.12(b) of the Revolving Credit Agreement, and substantially contemporaneously with the funding of the Incremental Term Loans, shall have made such prepayment of such Revolving Loans. (k) The Administrative Agent and the Incremental Term Lender Lenders shall have received prior to the Incremental Facility Closing Date, to the extent requested from the Borrower in writing by the Administrative Agent at least 2 Business Days prior the Incremental Facility Closing Date, all such documentation and other information as may be required by regulatory authorities under them in order to enable compliance with applicable “know your customer” and anti-money laundering rules and regulations, including the information required by the USA Patriot PATRIOT Act and information described in Section 10.18, in each case at least five (5) Business Days prior to the Closing Date, and (ii) at least five (5) Business Days prior to the Closing Date, to the extent the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, the Borrower shall have delivered, to each Lender that has so requests in writing at least ten (10) days prior to the Closing Date, a Beneficial Ownership Certification in relation to the Borrower. (c) Any fees and expenses required to be paid by the Borrower (whether in connection with the Existing Credit Agreement or this Agreement) on or before the Closing Date shall have been requested paid, including upfront fees payable to Lenders and fees and expenses payable to the Arrangers and the Administrative Agent (in the case of expenses, to the extent invoiced prior to the Closing Date). (d) Unless waived by the Administrative Agent, the Borrower shall have paid all Attorney Costs (related to ▇▇▇▇▇▇ and ▇▇▇▇▇, LLP) of the Administrative Agent and the Left Lead Arranger to the extent invoiced prior to the Incremental Facility Closing Date, plus to the extent invoiced prior to the Closing Date, such additional amounts of Attorney Costs as shall constitute its reasonable estimate of Attorney Costs (related to ▇▇▇▇▇▇ and ▇▇▇▇▇, LLP) incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between the Borrower and the Administrative Agent and the Left Lead Arranger). Without limiting the generality of the provisions of the last paragraph of Section 9.03, for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required under this Section 4.01 to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto. The Administrative Agent shall notify the Lenders and the Borrower of the Closing Date, and such notice shall be binding and conclusive. Notwithstanding the foregoing, the obligations of the Lenders to make Loans and of the L/C Issuers to issue Letters of Credit hereunder shall not become effective unless each of the foregoing conditions is satisfied (or waived in accordance with Section 10.01(a)) at or prior to 5:00 p.m., New York City time, on April 15, 2021, and in the event such conditions are not so satisfied or waived, the Commitments shall terminate at such time.

Conditions to Effectiveness of this Agreement. This Agreement is being executed and delivered on the Closing Date and shall become effective on and as upon the satisfaction of the date hereof (the “Incremental Facility Closing Date”), upon satisfaction of only the following conditionsconditions precedent: (a) The Administrative Agent and Agent’s (or its counsel’s) receipt of the Incremental Term Lender shall have received from the Borrower, Holdingsfollowing, each Subsidiary Guarantorof which shall be originals or facsimiles (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the Administrative Agentsigning Loan Party, each dated the Collateral Agent Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and the Incremental Term Lender either (i) a counterpart of this Agreement signed on behalf of such party or (ii) written evidence reasonably each in form and substance satisfactory to the Administrative Agent and each of the Incremental Term Lender Lenders: (which may include telecopy or other electronic transmission (including “pdf”i) of a signed signature page executed counterparts of this Agreement) that such party has signed a counterpart of this Agreement., in the number reasonably requested by the Administrative Agent; (bii) The Administrative Agent and the Incremental Term Lender shall have received, on behalf of such parties and the Lenders, an opinion of a Note executed by ▇▇▇▇▇▇ & Bird LLP, as special counsel for the Loan Parties and ▇▇▇▇ Plant ▇▇▇▇▇, as Minnesota special counsel for the Loan Parties, each dated as of the Incremental Facility Closing Date and addressed to the Administrative Agent, the Incremental Term Lender and the Lenders, and of such other counsel to the Loan Parties satisfactory to the Administrative Agent and the Incremental Term Lender, applicable in each case, in form and substance reasonably satisfactory to the Administrative Agent and the Incremental Term Lender. (c) The Administrative Agent shall have received: (i) a certificate as to the good standing favor of each Loan PartyLender requesting a Note, as of a recent date, from the Secretary of State or similar Governmental Authority of the state of its incorporation or organization and (ii) an Officer’s Certificate of the Secretary or Assistant Secretary of each Loan Party dated the Incremental Facility Closing Date and certifying (A) that attached thereto are copies of the certificate or articles of incorporation or organization, including all amendments thereto, of each Loan Party, certified as of a recent date by the Secretary of State of the state of its organization, (B) that attached thereto are the true and complete copy of the bylaws or operating (or limited liability company) agreement of such Loan Party as in effect on the Incremental Facility Closing Date, (C) that attached thereto is a true and complete copy of resolutions duly adopted by the Governing Board of such Loan Party authorizing the execution, delivery and performance of the Loan Documents to which such Person is a party and, in the case of the Borrower, the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, and (D) as to the incumbency and specimen signature of each officer executing any Loan Document on behalf of such Loan Party and countersigned by another officer as to the incumbency and specimen signature of the Secretary or Assistant Secretary executing the certificate pursuant to clause (ii) above. (d) The Administrative Agent shall have received an Officer’s Certificate, dated the Incremental Facility Closing Date and signed by a Financial Officer of the Borrower, certifying compliance with the conditions precedent set forth in Sections 3(f), (g), (i) and (j) hereof (and, in the case of clause (i), attaching calculations demonstrating such compliance). (e) The Incremental Term Lender shall have received (i) all fees due and payable on the Incremental Facility Closing Date pursuant to any agreement relating to the arrangement of the Incremental Term Loan Commitments and (ii) to the extent invoiced requested at least two 3 Business Days prior to the Incremental Facility Closing Date; (iii) such certificates of resolutions or other action, all costs incumbency certificates and/or other certificates of Responsible Officers of Borrower as the Administrative Agent may reasonably require evidencing the identity, authority and expenses due capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and payable (whether pursuant to the other Loan Documents to which Borrower is a party; (iv) such documents and certificates as the Administrative Agent may reasonably require to evidence that Borrower is duly organized or any agreement relating to the arrangement formed, validly existing and in good standing issued by appropriate public officials of the Incremental Term Loan Commitmentsjurisdiction of its organization or formation; (v) on or prior to the Incremental Facility Closing Date, including, to the extent invoiced, reimbursement or payment of all reasonable and documented out of pocket costs and expenses (including, without limitation, reasonable fees, charges and disbursements a favorable opinion of ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP) required to be reimbursed or paid by the Loan Parties hereunder or under any Loan Document. (f) The representations and warranties of each Loan Party set forth in Section 5 of this Agreement and in each other Loan Document shall be true and correct in all material respects on and as of the Incremental Facility Closing Date with the same effect as though made on and as of such date, except counsel to the extent such representations and warranties expressly relate to an earlier date or period, in which case they shall be true and correct in all material respects as of such earlier date or period; provided that any representation and warranty that is qualified as to “materiality”, “Material Adverse Effect” or similar language shall be true and correct (after giving effect to any qualification therein) in all respects on the Incremental Facility Closing Date or on such earlier date, as the case may be. (g) No Default or Event of Default shall exist or would immediately result from the extension of the Incremental Term Loans or from the application of the proceeds therefrom. (h) The Borrower shall have delivered or caused to be delivered addressed to the Administrative Agent and each Lender, as to the Incremental Term Lender matters concerning the Borrower and the Loan Documents as the Required Lenders may reasonably request; (vi) a solvency certificate from the Chief Financial signed by a Responsible Officer of Holdings setting forth the conclusions thatBorrower certifying (A) that the conditions specified in Sections 6.02(a) and (b) have been satisfied, after giving effect (B) that there has been no event or circumstance since the date of the Audited Financial Statements that has had or would be reasonably expected to have, either individually or in the transactions contemplated herebyaggregate, Holdings a Material Adverse Effect, and its Subsidiaries (on C) the current Debt Ratings; and (vii) a consolidated basis) are Solventcopy of the duly completed compliance certificate as of December 31, 2022, signed by a Responsible Officer of the Borrower and delivered in connection with the Existing Credit Agreement. (i) The incurrence of All documentation and other information as the Incremental Term Loans and Lenders may require in order to enable compliance with applicable AML/KYC Laws, including the application of proceeds thereof (and assuming the Incremental Term Loans are fully drawn) complies with the requirements set forth in Section 2.22(a) of the Credit Agreement. (j) The Borrower shall have given notice of the prepayment of the outstanding “Revolving Loans” under and as defined in the Revolving Credit Agreement in accordance with Section 2.12(b) of the Revolving Credit Agreement, and substantially contemporaneously with the funding of the Incremental Term LoansAct, shall have made such prepayment of such Revolving Loans. (k) The Administrative Agent and the Incremental Term Lender shall have received been delivered 3 Business Days prior to the Incremental Facility Closing Date to the extent requested by the Lenders not less than 7 Business Days prior to the Closing Date and (ii) a Beneficial Ownership Certification for any Borrower that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation shall have been delivered 3 Business Days prior to the Closing Date, to each Lender that so requests not less than 7 Business Days prior to the extent requested from Closing Date. (c) All accrued but unpaid interest, facility fees, utilization fees, letter of credit fees, and other fees and expenses due and payable under the Borrower in writing Existing Credit Agreement shall be paid on the Closing Date, and the refinancing of all loans thereunder shall occur simultaneously with the Closing Date. (d) Any fees required to be paid on or before the Closing Date shall have been paid. (e) Unless waived by the Administrative Agent, the Borrower shall have paid all reasonable and documented Attorney Costs of the Administrative Agent at least 2 Business Days to the extent invoiced prior to or on the Incremental Facility Closing Date, plus such additional amounts of Attorney Costs as shall constitute its reasonable estimate of Attorney Costs incurred or to be incurred by it through the closing proceedings; provided that such estimate shall not thereafter preclude a final settling of accounts between the Borrower and the Administrative Agent; and provided further that, as used in this Section 6.01(e), “Attorney Costs” shall include all documentation fees, expenses and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulationsdisbursements of only one law firm constituting counsel to the Administrative Agent. Without limiting the generality of the provisions of the last paragraph of Section 11.03, including for purposes of determining compliance with the USA Patriot Act conditions specified in this Section 6.01, each Lender that has been requested signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the Incremental Facility proposed Closing DateDate specifying its objection thereto.

Conditions to Effectiveness of this Agreement. This Agreement is being executed and delivered on the Closing Date and shall become effective on and as upon the satisfaction of the date hereof (the “Incremental Facility Closing Date”), upon satisfaction of only the following conditionsconditions precedent: (a) The Administrative Agent and Agent’s (or its counsel’s) receipt of the Incremental Term Lender shall have received from the Borrower, Holdingsfollowing, each Subsidiary Guarantorof which shall be originals or facsimiles (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the Administrative Agentsigning Loan Party, each dated the Collateral Agent Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and the Incremental Term Lender either (i) a counterpart of this Agreement signed on behalf of such party or (ii) written evidence reasonably each in form and substance satisfactory to the Administrative Agent and each of the Incremental Term Lender Lenders: (which may include telecopy or other electronic transmission i) executed counterparts of (including “pdf”A) of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement. (b) The Administrative Agent and the Incremental Term Lender shall have received, on behalf of such parties and the Lenders, an opinion of ▇▇▇▇▇▇ & Bird LLP, as special counsel sufficient in number for the Loan Parties and ▇▇▇▇ Plant ▇▇▇▇▇, as Minnesota special counsel for the Loan Parties, each dated as of the Incremental Facility Closing Date and addressed distribution to the Administrative Agent, the Incremental Term each Lender and each Borrower and (B) the LendersGuaranties; (ii) a Note executed by each Borrower, as applicable in favor of each Lender requesting a Note, to the extent requested at least 3 Business Days prior to the Closing Date; (iii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party; (iv) such documents and certificates as the Administrative Agent may reasonably require to evidence that each Loan Party is duly organized or formed, validly existing and in good standing issued by appropriate public officials of the jurisdiction of such other Loan Party’s organization or formation; (v) favorable opinions of (i) Skadden, Arps, Slate, Meagher & Flom LLP, New York counsel to the Loan Parties satisfactory and (ii) Bennett Jones LLP, Canadian counsel to the Canadian Borrower, in each case addressed to the Administrative Agent and the Incremental Term each Lender, as applicable, and such other matters concerning the Loan Parties and the Loan Documents as the Required Lenders may reasonably request; (vi) a certificate signed by a Responsible Officer of the U.S. Borrower certifying (A) that the conditions specified in each caseSections 6.02(a) and (b) have been satisfied, (B) that there has been no event or circumstance since the date of the Audited Financial Statements that has had or would be reasonably expected to have, either individually or in form the aggregate, a Material Adverse Effect, and substance reasonably satisfactory (C) the current Debt Ratings; (vii) a copy of the duly completed compliance certificate as of June 30, 2018, signed by a Responsible Officer of the U.S. Borrower and delivered in connection with the Existing Credit Agreement; and (viii) evidence of termination of the Commitments as defined in Existing Credit Agreement and repayment or refinancing of all loans thereunder simultaneously with the Closing Date. (i) All documentation and other information as the Lenders may require in order to enable compliance with applicable AML/KYC Laws, including the Act, shall have been delivered 3 Business Days prior to the Administrative Agent Closing Date to the extent requested by the Lenders not less than 7 Business Days prior to the Closing Date and (ii) a Beneficial Ownership Certification for any Borrower that qualifies as a “legal entity customer” under the Incremental Term LenderBeneficial Ownership Regulation shall have been delivered 3 Business Days prior to the Closing Date, to each Lender that so requests not less than 7 Business Days prior to the Closing Date. (c) The Administrative Agent All accrued but unpaid interest, facility fees, utilization fees, letter of credit fees, and other fees and expenses due and payable under the Existing Credit Agreement shall have received: (i) a certificate as to the good standing of each Loan Party, as of a recent date, from the Secretary of State or similar Governmental Authority of the state of its incorporation or organization and (ii) an Officer’s Certificate of the Secretary or Assistant Secretary of each Loan Party dated the Incremental Facility Closing Date and certifying (A) that attached thereto are copies of the certificate or articles of incorporation or organization, including all amendments thereto, of each Loan Party, certified as of a recent date by the Secretary of State of the state of its organization, (B) that attached thereto are the true and complete copy of the bylaws or operating (or limited liability company) agreement of such Loan Party as in effect be paid on the Incremental Facility Closing Date, (C) that attached thereto is a true and complete copy of resolutions duly adopted by the Governing Board of such Loan Party authorizing the execution, delivery and performance of the Loan Documents to which such Person is a party and, in the case of the Borrower, the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, and (D) as to the incumbency and specimen signature of each officer executing any Loan Document on behalf of such Loan Party and countersigned by another officer as to the incumbency and specimen signature of the Secretary or Assistant Secretary executing the certificate pursuant to clause (ii) above. (d) The Any fees required to be paid on or before the Closing Date shall have been paid. (e) Unless waived by the Administrative Agent, the Borrowers shall have paid all reasonable and documented Attorney Costs of the Administrative Agent to the extent invoiced prior to or on the Closing Date, plus such additional amounts of Attorney Costs as shall constitute its reasonable estimate of Attorney Costs incurred or to be incurred by it through the closing proceedings; provided that such estimate shall not thereafter preclude a final settling of accounts between the Borrowers and the Administrative Agent; and provided further that, as used in this Section 6.01(e), “Attorney Costs” shall include (i) all fees, expenses and disbursements of only one law firm constituting U.S. counsel to the Administrative Agent, and (ii) all fees, expenses and disbursements of only one law firm constituting Canadian counsel to the Administrative Agent. Without limiting the generality of the provisions of the last paragraph of Section 11.03, for purposes of determining compliance with the conditions specified in this Section 6.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received an Officer’s Certificate, dated the Incremental Facility Closing Date and signed by a Financial Officer of the Borrower, certifying compliance with the conditions precedent set forth in Sections 3(f), (g), (i) and (j) hereof (and, in the case of clause (i), attaching calculations demonstrating notice from such compliance). (e) The Incremental Term Lender shall have received (i) all fees due and payable on the Incremental Facility Closing Date pursuant to any agreement relating to the arrangement of the Incremental Term Loan Commitments and (ii) to the extent invoiced at least two Business Days prior to the Incremental Facility Closing Date, all costs and expenses due and payable (whether pursuant to the Loan Documents or any agreement relating to the arrangement of the Incremental Term Loan Commitments) on or prior to the Incremental Facility Closing Date, including, to the extent invoiced, reimbursement or payment of all reasonable and documented out of pocket costs and expenses (including, without limitation, reasonable fees, charges and disbursements of ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP) required to be reimbursed or paid by the Loan Parties hereunder or under any Loan Document. (f) The representations and warranties of each Loan Party set forth in Section 5 of this Agreement and in each other Loan Document shall be true and correct in all material respects on and as of the Incremental Facility proposed Closing 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 or period, in which case they shall be true and correct in all material respects as of such earlier date or period; provided that any representation and warranty that is qualified as to “materiality”, “Material Adverse Effect” or similar language shall be true and correct (after giving effect to any qualification therein) in all respects on the Incremental Facility Closing Date or on such earlier date, as the case may bespecifying its objection thereto. (g) No Default or Event of Default shall exist or would immediately result from the extension of the Incremental Term Loans or from the application of the proceeds therefrom. (h) The Borrower shall have delivered or caused to be delivered to the Administrative Agent and the Incremental Term Lender a solvency certificate from the Chief Financial Officer of Holdings setting forth the conclusions that, after giving effect to the transactions contemplated hereby, Holdings and its Subsidiaries (on a consolidated basis) are Solvent. (i) The incurrence of the Incremental Term Loans and the application of proceeds thereof (and assuming the Incremental Term Loans are fully drawn) complies with the requirements set forth in Section 2.22(a) of the Credit Agreement. (j) The Borrower shall have given notice of the prepayment of the outstanding “Revolving Loans” under and as defined in the Revolving Credit Agreement in accordance with Section 2.12(b) of the Revolving Credit Agreement, and substantially contemporaneously with the funding of the Incremental Term Loans, shall have made such prepayment of such Revolving Loans. (k) The Administrative Agent and the Incremental Term Lender shall have received prior to the Incremental Facility Closing Date, to the extent requested from the Borrower in writing by the Administrative Agent at least 2 Business Days prior the Incremental Facility Closing Date, all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the USA Patriot Act that has been requested by the Administrative Agent prior to the Incremental Facility Closing Date.

Conditions to Effectiveness of this Agreement. This Agreement is being executed and delivered on the Effective Date and shall become effective on and as upon the satisfaction of the date hereof (the “Incremental Facility Closing Date”), upon satisfaction of only the following conditionsconditions precedent: (a) The Administrative Agent and Agent’s receipt of the Incremental Term Lender shall have received from the Borrower, Holdingsfollowing, each Subsidiary Guarantorof which shall be originals or facsimiles (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the Administrative Agentsigning Loan Party, each dated the Collateral Agent Effective Date (or, in the case of certificates of governmental officials, a recent date before the Effective Date) and the Incremental Term Lender either (i) a counterpart of this Agreement signed on behalf of such party or (ii) written evidence reasonably each in form and substance satisfactory to the Administrative Agent and each of the Incremental Term Lender Lenders: (which may include telecopy or other electronic transmission i) executed counterparts of (including “pdf”A) of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement. (b) The Administrative Agent and the Incremental Term Lender shall have received, on behalf of such parties and the Lenders, an opinion of ▇▇▇▇▇▇ & Bird LLP, as special counsel sufficient in number for the Loan Parties and ▇▇▇▇ Plant ▇▇▇▇▇, as Minnesota special counsel for the Loan Parties, each dated as of the Incremental Facility Closing Date and addressed distribution to the Administrative Agent, the Incremental Term each Lender and the Lenders, Borrower and of such other counsel to (B) the Loan Parties satisfactory to the Administrative Agent and the Incremental Term Lender, in each case, in form and substance reasonably satisfactory to the Administrative Agent and the Incremental Term Lender.Guaranties; (c) The Administrative Agent shall have received: (i) a certificate as to the good standing of each Loan Party, as of a recent date, from the Secretary of State or similar Governmental Authority of the state of its incorporation or organization and (ii) an Officer’s Certificate [Reserved]; (iii) such certificates of the Secretary resolutions or Assistant Secretary other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party dated as the Incremental Facility Closing Date Administrative Agent may reasonably require evidencing the identity, authority and certifying (A) that attached thereto are copies of the certificate or articles of incorporation or organization, including all amendments thereto, capacity of each Loan Party, certified Responsible Officer thereof authorized to act as of a recent date by Responsible Officer in connection with this Agreement and the Secretary of State of the state of its organization, (B) that attached thereto are the true and complete copy of the bylaws or operating (or limited liability company) agreement of such Loan Party as in effect on the Incremental Facility Closing Date, (C) that attached thereto is a true and complete copy of resolutions duly adopted by the Governing Board of such Loan Party authorizing the execution, delivery and performance of the other Loan Documents to which such Person Loan Party is a party andparty; (iv) such documents and certificates as the Administrative Agent may reasonably require to evidence that each Loan Party is duly organized or formed, validly existing and in the case good standing issued by appropriate public officials of the Borrower, the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, and (D) as to the incumbency and specimen signature of each officer executing any Loan Document on behalf jurisdiction of such Loan Party and countersigned by another officer as to the incumbency and specimen signature of the Secretary Party’s organization or Assistant Secretary executing the certificate pursuant to clause (ii) above.formation; (dv) The Administrative Agent shall have received an Officer’s Certificatea favorable opinion of Skadden, dated the Incremental Facility Closing Date and signed by a Financial Officer of the BorrowerArps, certifying compliance with the conditions precedent set forth in Sections 3(f)Slate, (g), (i) and (j) hereof (and, in the case of clause (i), attaching calculations demonstrating such compliance). (e) The Incremental Term Lender shall have received (i) all fees due and payable on the Incremental Facility Closing Date pursuant to any agreement relating to the arrangement of the Incremental Term Loan Commitments and (ii) to the extent invoiced at least two Business Days prior to the Incremental Facility Closing Date, all costs and expenses due and payable (whether pursuant to the Loan Documents or any agreement relating to the arrangement of the Incremental Term Loan Commitments) on or prior to the Incremental Facility Closing Date, including, to the extent invoiced, reimbursement or payment of all reasonable and documented out of pocket costs and expenses (including, without limitation, reasonable fees, charges and disbursements of ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP) required , counsel to be reimbursed or paid by the Loan Parties, addressed to the Administrative Agent and each Lender, and such other matters concerning the Loan Parties hereunder or under any and the Loan Document.Documents as the Required Lenders may reasonably request; and (fvi) The a certificate signed by a Responsible Officer of the Borrower certifying the representations and warranties of each Loan Party set forth in Section 5 of this Agreement the Borrower and in each other Loan Document Party which are contained in Article 7 and the Guaranties shall be true and correct in all material respects on and as of the Incremental Facility Closing Date with the same effect as though made on and as of such dateEffective Date, except to the extent that such representations and warranties expressly relate specifically refer to an earlier date or perioddate, in which case they shall be true and correct in all material respects as of such earlier date or period; date, provided that any representation and warranty that is qualified as to “materiality”in each case, “Material Adverse Effect” or similar language such materiality qualifier shall not be true and correct (after giving effect applicable to any qualification therein) representations and warranties that already are qualified or modified by materiality in all respects on the Incremental Facility Closing Date or on such earlier date, as the case may betext thereof. (gb) No Default or Event of Default shall exist or would immediately result from the extension of the Incremental Term Loans or from the application of the proceeds therefrom. (h) The Borrower shall have delivered or caused to be delivered to the Administrative Agent and the Incremental Term Lender a solvency certificate from the Chief Financial Officer of Holdings setting forth the conclusions that, after giving effect to the transactions contemplated hereby, Holdings and its Subsidiaries (on a consolidated basis) are Solvent. (i) The incurrence of the Incremental Term Loans and the application of proceeds thereof (and assuming the Incremental Term Loans are fully drawn) complies with the requirements set forth in Section 2.22(a) of the Credit Agreement. (j) The Borrower shall have given notice of the prepayment of the outstanding “Revolving Loans” under and as defined in the Revolving Credit Agreement in accordance with Section 2.12(b) of the Revolving Credit Agreement, and substantially contemporaneously with the funding of the Incremental Term Loans, shall have made such prepayment of such Revolving Loans. (k) The Administrative Agent and the Incremental Term Lender shall have received prior to the Incremental Facility Closing Date, to the extent requested from the Borrower in writing by the Administrative Agent at least 2 Business Days prior the Incremental Facility Closing Date, all All documentation and other information required by regulatory authorities under as the Lenders may require in order to enable compliance with applicable “know your customer” and anti-money laundering rules and regulations, including the USA Patriot Act that has Act, shall have been delivered 3 Business Days prior to the Effective Date to the extent requested by the Administrative Agent Lenders not less than 7 Business Days prior to the Incremental Facility Closing Effective Date. (c) [Reserved] (d) Any fees required to be paid on or before the Effective Date for which invoices have been presented at least 3 Business Days prior to the Effective Date shall have been paid on or before the Effective Date. (e) The Borrower shall have paid all reasonable and documented Attorney Costs of the Administrative Agent to the extent invoiced at least three Business Days prior to the Effective Date. Without limiting the generality of the provisions of the last paragraph of Section 11.03, for purposes of determining compliance with the conditions specified in this Section 6.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Effective Date specifying its objection thereto.

Conditions to Effectiveness of this Agreement. This Agreement shall become effective on and as of the date hereof (the “Incremental Facility Closing Date”), upon satisfaction of only the following conditions: (a) The Administrative Agent and the Incremental Term Lender shall have received from the Borrower, Holdings, each Subsidiary Guarantor, the Administrative Agent, the Collateral Agent and the Incremental Term Lender either (i) a counterpart of this Agreement signed on behalf of such party or (ii) written evidence reasonably satisfactory to the Administrative Agent and the Incremental Term Lender (which may include telecopy or other electronic transmission (including “pdf”) of a signed signature page effectiveness of this Agreement) that such party has signed a counterpart of this Agreement. (b) The Administrative Agent , and the Incremental obligation of each Term A Lender to make Term Loan A pursuant to the Increase Agreement, are subject to the satisfaction of each of the following conditions precedent: 7.1 Agent’s receipt of the following, each of which shall have receivedbe originals or PDF versions (in each case followed promptly by originals), on behalf each properly executed by a Responsible Officer of such parties and the Lenders, an opinion of ▇▇▇▇▇▇ & Bird LLP, as special counsel for the signing Loan Parties and ▇▇▇▇ Plant ▇▇▇▇▇, as Minnesota special counsel for the Loan PartiesParty, each dated as of the Incremental Facility Closing Increase Effective Date and addressed to the Administrative Agent, the Incremental Term Lender and the Lenders, and of such other counsel to the Loan Parties satisfactory to the Administrative Agent and the Incremental Term Lender, in each case, in form and substance reasonably satisfactory to the Administrative Agent and: (a) executed counterparts of this Agreement and the Incremental Consent of Guarantor attached hereto as Exhibit C, sufficient in number for distribution to Agent, each Lender and Borrower; (b) with respect to each Term A Lender., a Note executed by Borrower in favor of each Term A Lender requesting a Note, which shall be in the form of Exhibit B hereto; (c) The Administrative Agent shall have received: (i) a certificate as to the good standing such certificates of each Loan Partyresolutions or other action, as incumbency certificates and/or other certificates of a recent date, from the Secretary of State or similar Governmental Authority of the state of its incorporation or organization and (ii) an Officer’s Certificate of the Secretary or Assistant Secretary Responsible Officers of each Loan Party dated as Agent may reasonably require evidencing the Incremental Facility Closing Date identity, authority and certifying (A) that attached thereto are copies of the certificate or articles of incorporation or organization, including all amendments thereto, capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Party, certified as of a recent date by the Secretary of State of the state of its organization, (B) that attached thereto are the true and complete copy of the bylaws or operating (or limited liability company) agreement of Documents provided in connection herewith to which such Loan Party as in effect on the Incremental Facility Closing Date, (C) that attached thereto is a true party, and complete copy of certifying and attaching the resolutions duly adopted by the Governing Board of such Loan Party authorizing approving or consenting to the execution, delivery and performance of the Loan Documents to which such Person is a party and, in the case of the BorrowerFacility Increase, the borrowings hereunderborrowing of Term Loan A and/or the Amendment, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, and (D) as to the incumbency and specimen signature of each officer executing any Loan Document on behalf of such Loan Party and countersigned by another officer as to the incumbency and specimen signature of the Secretary or Assistant Secretary executing the certificate pursuant to clause (ii) above.applicable; (d) The Administrative such documents and certifications as Agent shall have received an Officer’s Certificatemay reasonably require to evidence that each Loan Party is duly organized, dated the Incremental Facility Closing Date and signed by a Financial Officer of the Borrower, certifying compliance with the conditions precedent set forth in Sections 3(f), (g), (i) and (j) hereof (andvalidly existing, in good standing and qualified to engage in business in each jurisdiction where such qualification is required, except to the case of clause (i), attaching calculations demonstrating such compliance).extent that failure to do so could not reasonably be expected to have a Material Adverse Effect; (e) The Incremental Term Lender shall have received (i) all fees due and payable on the Incremental Facility Closing Date pursuant to any agreement relating a favorable opinion of counsel to the arrangement of the Incremental Term Loan Commitments Parties reasonably acceptable to Agent addressed to Agent and (ii) each Lender, as to the extent invoiced at least two Business Days prior matters set forth concerning the Loan Parties and the Loan Documents in the form and substance previously delivered to the Incremental Facility Closing Date, all costs and expenses due and payable (whether Agent pursuant to the Loan Documents or any agreement relating to the arrangement of the Incremental Term Loan Commitments) on or prior to the Incremental Facility Closing Date, including, to the extent invoiced, reimbursement or payment of all reasonable and documented out of pocket costs and expenses (including, without limitation, reasonable fees, charges and disbursements of ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP) required to be reimbursed or paid by the Loan Parties hereunder or under any Loan Document.Credit Agreement; (f) The a certificate signed by a Responsible Officer of Borrower certifying that: (i) before and after giving effect to the borrowing of Term Loan A and this Agreement, (1) no Default or Event of Default exists or would result from the borrowing of Term Loan A or from the application of the proceeds thereof, and (2) the representations and warranties contained in Article V of each Loan Party set forth in Section 5 of this the Credit Agreement and in each the other Loan Document shall be Documents are true and correct in all material respects on and as of the Incremental Facility Closing Date with the same effect as though made on and as of such dateIncrease Effective Date, except to the extent that such representations and warranties expressly relate specifically refer to an earlier date or perioddate, in which case they shall be true and correct in all material respects as of such earlier date date. For purposes hereof, the representations and warranties contained in subsections (a) and (b) of Section 5.05 of the Credit Agreement shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01 of the Credit Agreement; (ii) there has not occurred any event or period; provided state of facts that constitutes or reflects the occurrence of a Material Adverse Effect under the Credit Agreement since September 27, 2008; (iii) there is no action, suit, investigation or proceeding pending or, to the knowledge of Borrower, threatened in any representation and warranty court or before any arbitrator or governmental authority that is qualified as could reasonably be expected to “materiality”, “(x) have a Material Adverse Effect” , (y) adversely affect the ability of Borrower and the other Loan Parties to perform their obligations under the Credit Agreement and this Agreement or similar language shall be true (z) adversely affect the rights and correct remedies of Agent or the Lenders under the Credit Facilities; and (after giving effect to any qualification thereiniv) all consents, licenses and approvals necessary for the execution, delivery and performance of this Agreement have been obtained and are in all respects on the Incremental Facility Closing Date or on such earlier date, as the case may be.full force and effect; (g) No Default or Event of Default shall exist or would immediately result from the extension receipt by Agent of the Incremental Term Loans or from the application financial statements required by Section 6.01(b) of the proceeds therefrom.Credit Agreement for the fiscal quarter ended March 28, 2009, and the certificates with respect thereto required by Section 6.02 of the Credit Agreement, and such financial statements and certificates shall not reflect the occurrence of any Material Adverse Effect since September 27, 2008; (h) The 7.2 Receipt by Agent of payment in cash of the fees in the amounts specified in the Fee Letter dated May 6, 2009, by and between Borrower, Agent and Banc of America Securities LLC, as the Arranger; 7.3 Borrower shall have delivered paid all reasonable expenses, including, but not limited to, reasonable fees, charges and disbursements of counsel to Agent and Arranger (directly to such counsel if requested by Agent) to the extent invoiced prior to the Increase Effective Date, plus such additional amounts of such expenses, fees, charges and disbursements as shall constitute its reasonable estimate of such expenses, fees, charges and disbursements incurred or caused to be delivered incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between Borrower and Agent); 7.4 The Increase Effective Date shall have occurred on or before June 30, 2009, and Term A Lenders shall have signed this Agreement and have agreed to loan in the Administrative Agent and aggregate the Incremental Term Lender a solvency certificate from full original principal amount of $50,000,000 contemplated hereby; 7.5 On the Chief Financial Officer of Holdings setting forth the conclusions thatIncrease Effective Date, after giving effect to the transactions contemplated herebyoccurring hereunder, Holdings and its Subsidiaries (Borrower shall on a consolidated basis) are Solvent. (i) The incurrence basis have a ratio of Funded Debt as of the Incremental Increase Effective Date (after giving effect to Term Loans Loan A) to Adjusted EBITDA for the four consecutive fiscal quarters ending March 28, 2009 not exceeding 3.00:1.00; and 7.6 Agent and Lenders shall have received from Borrower updated financial projections and business assumptions covering the period of the Credit Facilities, which shall be in a form and substance reasonably satisfactory to Agent and the application Arranger. Without limiting the generality of proceeds thereof (and assuming the Incremental Term Loans are fully drawn) complies with the requirements set forth in provisions of Section 2.22(a) 9.04 of the Credit Agreement. (j) The Borrower shall have given notice , for purposes of the prepayment of the outstanding “Revolving Loans” under and as defined in the Revolving Credit Agreement in accordance with Section 2.12(b) of the Revolving Credit Agreement, and substantially contemporaneously determining compliance with the funding of the Incremental Term Loansconditions specified in this Section 3, each Lender that has signed this Agreement shall be deemed to have made such prepayment of such Revolving Loans. (k) The Administrative consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless Agent and the Incremental Term Lender shall have received notice from such Lender prior to the Incremental Facility Closing Date, to the extent requested from the Borrower in writing by the Administrative Agent at least 2 Business Days prior the Incremental Facility Closing Date, all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the USA Patriot Act that has been requested by the Administrative Agent prior to the Incremental Facility Closing Dateproposed Increase Effective Date specifying its objection thereto.

Conditions to Effectiveness of this Agreement. This The effectiveness of this Agreement shall become effective on and as the obligation of each Lender to make Loans hereunder are subject to satisfaction of the date hereof (the “Incremental Facility Closing Date”), upon satisfaction of only the following conditionsconditions precedent: (a) The Administrative Agent and Agent’s receipt of the Incremental Term Lender shall have received from the Borrower, Holdingsfollowing, each Subsidiary Guarantorof which shall be originals or facsimiles (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the Administrative Agentsigning Loan Party, each dated the Collateral Agent Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and the Incremental Term Lender either (i) a counterpart of this Agreement signed on behalf of such party or (ii) written evidence reasonably each in form and substance satisfactory to the Administrative Agent and each of the Incremental Term Lender Lenders: (which may include telecopy or other electronic transmission (including “pdf”i) of a signed signature page executed counterparts of this Agreement) that such party has signed a counterpart of this Agreement., sufficient in number for distribution to the Administrative Agent, each Lender and the Borrower; (bii) The a Note executed by the Borrower in favor of each Lender requesting a Note; (iii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the Incremental Term Lender shall have receivedother Loan Documents to which such Loan Party is a party; (iv) such documents and certifications as the Administrative Agent may reasonably require to evidence that each Loan Party is duly organized or formed, on behalf and that the Borrower is validly existing, in good standing and qualified to engage in business in each jurisdiction within the United States wherein the character of the properties owned or held by it or the nature of the business transacted by it makes such parties and the Lenders, an qualification necessary; (v) a favorable opinion of ▇▇▇▇▇▇ & Bird LLP, as special counsel for the Loan Parties and ▇▇▇▇ Plant ▇▇▇▇▇▇, as Minnesota special counsel General Counsel for the Loan Parties, each dated as of the Incremental Facility Closing Date and addressed to the Administrative Agent, the Incremental Term Lender and the Lenders, and of such other counsel to the Loan Parties satisfactory to the Administrative Agent and the Incremental Term each Lender, in each caseand a favorable opinion of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, in form and substance reasonably satisfactory Senior Corporate Counsel for the Loan Parties, addressed to the Administrative Agent and each Lender, as to the Incremental Term Lendermatters set forth in Exhibit E and such other matters concerning the Loan Parties and the Loan Documents as the Required Lenders may reasonably request; and H-712479.11 (vi) a certificate of a Responsible Officer of each Loan Party either (A) attaching copies of all consents, licenses and approvals required in connection with the execution, delivery and performance by such Loan Party and the validity against such Loan Party of the Loan Documents to which it is a party, and such consents, licenses and approvals shall be in full force and effect, or (B) stating that no such consents, licenses or approvals are so required; (b) a certificate signed by a Responsible Officer of the Borrower certifying the current Debt Ratings, which shall be not lower than BBB- from S&P and Baa3 from ▇▇▇▇▇’▇. (c) The Administrative Agent shall have received: (i) a certificate as to the good standing of each Loan Party, as of a recent date, from the Secretary of State or similar Governmental Authority of the state of its incorporation or organization and (ii) an Officer’s Certificate of the Secretary or Assistant Secretary of each Loan Party dated the Incremental Facility Closing Date and certifying (A) that attached thereto are copies of the certificate or articles of incorporation or organization, including all amendments thereto, of each Loan Party, certified as of a recent date by the Secretary of State of the state of its organization, (B) that attached thereto are the true and complete copy of the bylaws or operating (or limited liability company) agreement of such Loan Party as in effect on the Incremental Facility Closing Date, (C) that attached thereto is a true and complete copy of resolutions duly adopted by the Governing Board of such Loan Party authorizing the execution, delivery and performance of the Loan Documents to which such Person is a party and, in the case of the Borrower, the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, and (D) as to the incumbency and specimen signature of each officer executing any Loan Document on behalf of such Loan Party and countersigned by another officer as to the incumbency and specimen signature of the Secretary or Assistant Secretary executing the certificate pursuant to clause (ii) above. (d) The Administrative Agent shall have received an Officer’s Certificate, dated the Incremental Facility Closing Date and signed by a Financial Officer of the Borrower, certifying compliance with the conditions precedent set forth in Sections 3(f), (g), (i) and (j) hereof (and, in the case of clause (i), attaching calculations demonstrating such compliance). (e) The Incremental Term Lender shall have received (i) all fees and other amounts due and payable on the Incremental Facility Closing Date pursuant to any agreement relating to the arrangement of the Incremental Term Loan Commitments and (ii) to the extent invoiced at least two Business Days prior to the Incremental Facility Closing Date, all costs and expenses due and payable (whether pursuant to the Loan Documents or any agreement relating to the arrangement of the Incremental Term Loan Commitments) on or prior to the Incremental Facility Closing Date, including, to the extent invoiced, reimbursement or payment of all reasonable and documented out of pocket costs and expenses (including, without limitation, reasonable fees, charges and disbursements of ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLPAttorney Costs) required to be reimbursed or paid by the Loan Parties hereunder or under any Loan Document. (f) The representations and warranties Borrower hereunder. Without limiting the generality of the provisions of the last paragraph of Section 9.03, for purposes of determining compliance with the conditions specified in this Section 4.01, each Loan Party set forth in Section 5 of Lender that has signed this Agreement and in each other Loan Document shall be true and correct in all material respects on and as of the Incremental Facility Closing Date with the same effect as though made on and as of such datedeemed to have consented to, except to the extent such representations and warranties expressly relate to an earlier date approved or period, in which case they shall be true and correct in all material respects as of such earlier date accepted or period; provided that any representation and warranty that is qualified as to “materiality”, “Material Adverse Effect” or similar language shall be true and correct (after giving effect to any qualification therein) in all respects on the Incremental Facility Closing Date or on such earlier date, as the case may be. (g) No Default or Event of Default shall exist or would immediately result from the extension of the Incremental Term Loans or from the application of the proceeds therefrom. (h) The Borrower shall have delivered or caused to be delivered satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent and the Incremental Term Lender a solvency certificate from the Chief Financial Officer of Holdings setting forth the conclusions that, after giving effect to the transactions contemplated hereby, Holdings and its Subsidiaries (on a consolidated basis) are Solvent. (i) The incurrence of the Incremental Term Loans and the application of proceeds thereof (and assuming the Incremental Term Loans are fully drawn) complies with the requirements set forth in Section 2.22(a) of the Credit Agreement. (j) The Borrower shall have given notice of the prepayment of the outstanding “Revolving Loans” under and as defined in the Revolving Credit Agreement in accordance with Section 2.12(b) of the Revolving Credit Agreement, and substantially contemporaneously with the funding of the Incremental Term Loans, shall have made such prepayment of such Revolving Loans. (k) The Administrative Agent and the Incremental Term Lender shall have received notice from such Lender prior to the Incremental Facility proposed Closing Date, to the extent requested from the Borrower in writing by the Administrative Agent at least 2 Business Days prior the Incremental Facility Closing Date, all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the USA Patriot Act that has been requested by the Administrative Agent prior to the Incremental Facility Closing DateDate specifying its objection thereto.

Conditions to Effectiveness of this Agreement. This Agreement is being executed and delivered on the Closing Date and shall become effective on and as of the date hereof (Closing Date upon the “Incremental Facility Closing Date”), upon satisfaction of only the following conditionsconditions precedent: (a) The Administrative Agent and Agent’s receipt of the Incremental Term Lender shall have received from the Borrower, Holdingsfollowing, each Subsidiary Guarantorof which shall be originals or facsimiles (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the Administrative Agentsigning Loan Party, each dated the Collateral Agent Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and the Incremental Term Lender either (i) a counterpart of this Agreement signed on behalf of such party or (ii) written evidence reasonably each in form and substance satisfactory to the Administrative Agent and each of the Incremental Term Lender Lenders: (which may include telecopy or other electronic transmission (including “pdf”i) of a signed signature page executed counterparts of this Agreement) that such party has signed a counterpart of this Agreement. (b) The Administrative Agent Agreement and the Incremental Term Lender shall have receivedDevon Financing Guaranty, on behalf of such parties and the Lenders, an opinion of ▇▇▇▇▇▇ & Bird LLP, as special counsel sufficient in number for the Loan Parties and ▇▇▇▇ Plant ▇▇▇▇▇, as Minnesota special counsel for the Loan Parties, each dated as of the Incremental Facility Closing Date and addressed distribution to the Administrative Agent, the Incremental Term each Lender and the Lenders, and of such other counsel to the Loan Parties satisfactory to the Administrative Agent and the Incremental Term Lender, in each case, in form and substance reasonably satisfactory to the Administrative Agent and the Incremental Term Lender.Borrower; (c) The Administrative Agent shall have received: (i) a certificate as to the good standing of each Loan Party, as of a recent date, from the Secretary of State or similar Governmental Authority of the state of its incorporation or organization and (ii) an Officer’s Certificate a Note executed by the Borrower, as applicable in favor of the Secretary each Lender requesting a Note; (iii) such certificates of resolutions or Assistant Secretary other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party dated as the Incremental Facility Closing Date Administrative Agent may reasonably require evidencing the identity, authority and certifying (A) that attached thereto are copies of the certificate or articles of incorporation or organization, including all amendments thereto, capacity of each Loan Party, certified Responsible Officer thereof authorized to act as of a recent date by Responsible Officer in connection with this Agreement and the Secretary of State of the state of its organization, (B) that attached thereto are the true and complete copy of the bylaws or operating (or limited liability company) agreement of such Loan Party as in effect on the Incremental Facility Closing Date, (C) that attached thereto is a true and complete copy of resolutions duly adopted by the Governing Board of such Loan Party authorizing the execution, delivery and performance of the other Loan Documents to which such Person Loan Party is a party andparty; (iv) such documents and certificates as the Administrative Agent may reasonably require to evidence that each Loan Party is duly organized or formed, validly existing and in the case good standing issued by appropriate public officials of the Borrower, the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, and (D) as to the incumbency and specimen signature of each officer executing any Loan Document on behalf jurisdiction of such Loan Party and countersigned by another officer as to the incumbency and specimen signature of the Secretary Party’s organization or Assistant Secretary executing the certificate pursuant to clause (ii) above.formation; (dv) The Administrative Agent shall have received an Officer’s Certificate, dated the Incremental Facility Closing Date and signed by a Financial Officer favorable opinions of the Borrower, certifying compliance with the conditions precedent set forth in Sections 3(f), (g), (i) and (j) hereof (andSkadden, in the case of clause (i)Arps, attaching calculations demonstrating such compliance). (e) The Incremental Term Lender shall have received (i) all fees due and payable on the Incremental Facility Closing Date pursuant to any agreement relating to the arrangement of the Incremental Term Loan Commitments and (ii) to the extent invoiced at least two Business Days prior to the Incremental Facility Closing DateSlate, all costs and expenses due and payable (whether pursuant to the Loan Documents or any agreement relating to the arrangement of the Incremental Term Loan Commitments) on or prior to the Incremental Facility Closing Date, including, to the extent invoiced, reimbursement or payment of all reasonable and documented out of pocket costs and expenses (including, without limitation, reasonable fees, charges and disbursements of ▇▇▇▇▇▇▇ & ▇▇▇▇ LLP, counsel to the Loan Parties and (ii) if Devon Financing is a Nova Scotia unlimited company, ▇▇▇▇▇▇▇ LLP) required ▇▇▇▇▇▇▇▇, Nova Scotia counsel to be reimbursed or paid by the Loan Parties hereunder or under any Loan Document. (f) The representations and warranties of each Loan Party set forth in Section 5 of this Agreement and Devon Financing, in each other Loan Document shall be true and correct in all material respects on and as of the Incremental Facility Closing 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 or period, in which case they shall be true and correct in all material respects as of such earlier date or period; provided that any representation and warranty that is qualified as to “materiality”, “Material Adverse Effect” or similar language shall be true and correct (after giving effect to any qualification therein) in all respects on the Incremental Facility Closing Date or on such earlier date, as the case may be. (g) No Default or Event of Default shall exist or would immediately result from the extension of the Incremental Term Loans or from the application of the proceeds therefrom. (h) The Borrower shall have delivered or caused to be delivered addressed to the Administrative Agent and each Lender, as to the Incremental Term Lender matters set forth in Exhibit F, as applicable, and such other matters concerning the Loan Parties and the Loan Documents as the Required Lenders may reasonably request; (vi) a solvency certificate from the Chief Financial signed by a Responsible Officer of Holdings setting forth the conclusions thatBorrower certifying (A) that the conditions specified in Sections 5.02(a) and (b) have been satisfied, after giving effect (B) that there has been no event or circumstance since the date of the Audited Financial Statements that has had or could be reasonably expected to have, either individually or in the transactions contemplated herebyaggregate, Holdings a Material Adverse Effect; and its Subsidiaries (on C) the current Debt Ratings; and (vii) a consolidated basis) are Solventduly completed Compliance Certificate as of June 30, 2009, signed by a Responsible Officer of the Borrower. (ib) The incurrence of Any fees required to be paid on or before the Incremental Term Loans and the application of proceeds thereof (and assuming the Incremental Term Loans are fully drawn) complies with the requirements set forth in Section 2.22(a) of the Credit AgreementClosing Date shall have been paid. (jc) The Unless waived by the Administrative Agent, the Borrower shall have given notice paid all reasonable and documented Attorney Costs of the prepayment of the outstanding “Revolving Loans” under and as defined in the Revolving Credit Agreement in accordance with Section 2.12(b) of the Revolving Credit Agreement, and substantially contemporaneously with the funding of the Incremental Term Loans, shall have made such prepayment of such Revolving Loans. (k) The Administrative Agent and to the Incremental Term Lender shall have received extent invoiced prior to the Incremental Facility Closing Date, plus such additional amounts of Attorney Costs as shall constitute its reasonable estimate of Attorney Costs incurred or to be incurred by it through the closing proceedings; provided that such estimate shall not thereafter preclude a final settling of accounts between the Borrower and the Administrative Agent; and provided further that, as used in this Section 5.01(c), “Attorney Costs” shall include all fees, expenses and disbursements of only one law firm constituting counsel to the extent requested from the Borrower in writing by the Administrative Agent at least 2 Business Days prior the Incremental Facility Closing Date, all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the USA Patriot Act that has been requested by the Administrative Agent prior to the Incremental Facility Closing DateAgent.

Conditions to Effectiveness of this Agreement. This Agreement shall become be effective on and as upon satisfaction (or waiver in accordance with Section 10.01) of the date hereof conditions precedent set forth in this Section 4.01; provided that the obligations of the Lenders to make Credit Extensions hereunder are subject to satisfaction (or waiver in accordance with Section 10.01) of the “Incremental Facility Closing Date”), upon satisfaction of only the following conditionsconditions precedent set forth in Section 4.02: (a) The Administrative Agent’s receipt of the following, each of which shall be originals, facsimiles or “pdf” electronic copies (followed promptly by originals) unless otherwise specified, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date): (i) executed counterparts of this Agreement, in the number requested by the Administrative Agent; (ii) [Reserved]; (iii) a Note executed by the Borrower in favor of each Lender requesting a Note; (iv) a certificate of a secretary or assistant secretary of the Borrower (attaching resolutions, incumbency certificates as the Administrative Agent may reasonably require and true, correct and complete copies of Borrower’s Organization Documents) evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the Incremental Term Lender shall have received other Loan Documents; (v) a certificate as to the good standing (or such other customary functionally equivalent certificate) of the Borrower from the Secretary of State (or other applicable Governmental Authority) of Oklahoma; (vi) [Reserved]; (vii) a favorable opinion of GableGotwals, counsel to the Borrower, Holdings, each Subsidiary Guarantor, addressed to the Administrative Agent, the Collateral Agent and each Lender as of the Incremental Term Lender either (i) a counterpart of this Agreement signed on behalf of such party or (ii) written evidence Closing Date, reasonably satisfactory to the Administrative Agent and the Incremental Term Lender (which may include telecopy or other electronic transmission (including “pdf”) of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement.Arrangers; (b) The Administrative Agent and the Incremental Term Lender shall have received, on behalf of such parties and the Lenders, an opinion of ▇▇▇▇▇▇ & Bird LLP, as special counsel for the Loan Parties and ▇▇▇▇ Plant ▇▇▇▇▇, as Minnesota special counsel for the Loan Parties, each dated as of the Incremental Facility Closing Date and addressed to the Administrative Agent, the Incremental Term Lender and the Lenders, and of such other counsel to the Loan Parties satisfactory to the Administrative Agent and the Incremental Term Lender, in each case, in form and substance reasonably satisfactory to the Administrative Agent and the Incremental Term Lender. (c) The Administrative Agent shall have received: (iviii) a certificate as to the good standing of each Loan Party, as of a recent date, from the Secretary of State or similar Governmental Authority Responsible Officer of the state of its incorporation or organization and (ii) an Officer’s Certificate of the Secretary or Assistant Secretary of each Loan Party dated the Incremental Facility Closing Date and certifying Borrower (A) that attached thereto are either (x) attaching copies of the certificate or articles of incorporation or organizationall consents, including all amendments thereto, of each Loan Party, certified as of a recent date by the Secretary of State of the state of its organization, (B) that attached thereto are the true licenses and complete copy of the bylaws or operating (or limited liability company) agreement of such Loan Party as approvals required in effect on the Incremental Facility Closing Date, (C) that attached thereto is a true and complete copy of resolutions duly adopted by the Governing Board of such Loan Party authorizing connection with the execution, delivery and performance by the Borrower and the validity against the Borrower of the Loan Documents to which such Person is a party and, in the case of the Borrower, the borrowings hereunderDocuments, and that such resolutions have not been modifiedconsents, rescinded or amended licenses and are approvals shall be in full force and effect, or (y) stating that no such consents, licenses or approvals are so required; and (DB) certifying as to the incumbency and specimen signature of each officer executing any Loan Document solvency (on behalf of such Loan Party and countersigned by another officer as to the incumbency and specimen signature a consolidated basis) of the Secretary or Assistant Secretary executing the certificate pursuant to clause (ii) above.Borrower and its Subsidiaries; (dix) The Administrative Agent shall have received an Officer’s Certificate, dated the Incremental Facility Closing Date and a certificate signed by a Financial Responsible Officer of the Borrower, Borrower certifying compliance with the conditions precedent set forth in Sections 3(f)(A) that no Default exists, (g), (iB) and (j) hereof (and, in that the case of clause (i), attaching calculations demonstrating such compliance). (e) The Incremental Term Lender shall have received (i) all fees due and payable on the Incremental Facility Closing Date pursuant to any agreement relating to the arrangement of the Incremental Term Loan Commitments and (ii) to the extent invoiced at least two Business Days prior to the Incremental Facility Closing Date, all costs and expenses due and payable (whether pursuant to the Loan Documents or any agreement relating to the arrangement of the Incremental Term Loan Commitments) on or prior to the Incremental Facility Closing Date, including, to the extent invoiced, reimbursement or payment of all reasonable and documented out of pocket costs and expenses (including, without limitation, reasonable fees, charges and disbursements of ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP) required to be reimbursed or paid by the Loan Parties hereunder or under any Loan Document. (f) The representations and warranties of each Loan Party set forth the Borrower contained in Section 5 of this Agreement and in each other Loan Document shall be Article V are true and correct in all material respects on and as of the Incremental Facility Closing Date with the same effect as though made on and as of such daterespects, except to the extent that such representations and warranties expressly relate specifically refer to an earlier date or perioddate, in which case they shall be true and correct in all material respects as of such earlier date, except that such materiality qualifier shall not apply to the extent that any such representation or warranty is qualified by materiality, and (C) that there has been no event or circumstance since the date of the Audited Financial Statements that has had or periodcould be reasonably expected to have, either individually or in the aggregate, (1) a material adverse change in, or a material adverse effect upon, the operations, assets or financial condition of the Borrower and its Subsidiaries taken as a whole; provided that any representation however (x) a downgrade by S&P or ▇▇▇▇▇’▇ of their respective Debt Ratings shall not, in and warranty that is qualified as to of itself, be deemed “materialitymaterially adverse”, and (y) the fact that the Borrower is unable to borrow in the commercial paper market shall not, in and of itself, be deemed to be “Material Adverse Effect” materially adverse”, (2) a material impairment of the ability of the Borrower to perform its payment obligations under any Loan Document to which it is a party; or similar language shall be true and correct (after giving 3) a material adverse effect upon the legality, validity, binding effect or enforceability against the Borrower of any Loan Document to any qualification therein) in all respects on the Incremental Facility Closing Date or on such earlier date, as the case may be.which it is a party; and (g) No Default or Event of Default shall exist or would immediately result from the extension of the Incremental Term Loans or from the application of the proceeds therefrom. (hx) The Borrower shall have delivered or caused the financial statements required to be delivered pursuant to Section 6.01 to the Administrative Agent and the Incremental Term Lender a solvency certificate from the Chief Financial Officer of Holdings setting forth the conclusions thatAgent; provided, after giving effect to the transactions contemplated herebyhowever, Holdings and its Subsidiaries (that such delivery may be completed by making such financial statements available on a consolidated basis) are Solvent▇▇▇▇▇. (i) The incurrence of the Incremental Term Loans and the application of proceeds thereof (and assuming the Incremental Term Loans are fully drawn) complies with the requirements set forth in Section 2.22(a) of the Credit Agreement. (j) The Borrower shall have given notice of the prepayment of the outstanding “Revolving Loans” under and as defined in the Revolving Credit Agreement in accordance with Section 2.12(b) of the Revolving Credit Agreement, and substantially contemporaneously with the funding of the Incremental Term Loans, shall have made such prepayment of such Revolving Loans. (k) The Administrative Agent and the Incremental Term Lender Lenders shall have received prior to the Incremental Facility Closing Date, to the extent requested from the Borrower in writing by the Administrative Agent at least 2 Business Days prior the Incremental Facility Closing Date, all such documentation and other information as may be required by regulatory authorities under them in order to enable compliance with applicable “know your customer” and anti-money laundering rules and regulations, including the information required by the USA Patriot PATRIOT Act and information described in Section 10.18, in each case at least two Business Days prior to the Closing Date and (ii) at least two Business Days prior to the Closing Date, to the extent Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, Borrower shall have delivered, to each Lender that has so requests, a Beneficial Ownership Certification in relation to such Borrower. (c) Any fees and expenses required to be paid by the Borrower on or before the Closing Date shall have been requested paid, including upfront fees payable to Lenders and fees and expenses payable to the Arrangers and the Administrative Agent. (d) Unless waived by the Administrative Agent, the Borrower shall have paid all Attorney Costs (related to ▇▇▇▇▇▇ and ▇▇▇▇▇, LLP) of the Administrative Agent and the Left Lead Arranger to the extent invoiced prior to or on the Closing Date, plus such additional amounts of Attorney Costs as shall constitute its reasonable estimate of Attorney Costs (related to ▇▇▇▇▇▇ and ▇▇▇▇▇, LLP) incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between the Borrower and the Administrative Agent and the Left Lead Arranger). Without limiting the generality of the provisions of the last paragraph of Section 9.03, for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required under this Section 4.01 to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the Incremental Facility proposed Closing Date specifying its objection thereto. The Administrative Agent shall notify the Lenders and the Borrower of the Closing Date, and such notice shall be binding and conclusive. Notwithstanding the foregoing, the obligations of the Lenders to make Loans hereunder shall not become effective unless each of the foregoing conditions is satisfied (or waived in accordance with Section 10.01(a)) at or prior to 5:00 p.m., New York City time, on April 15, 2020, and in the event such conditions are not so satisfied or waived, the Commitments shall terminate at such time.

Conditions to Effectiveness of this Agreement. This Agreement shall become effective on and as only upon the satisfaction or waiver in accordance with section 10.01, of the date hereof following conditions on or before April 29, 2005 (the “Incremental Facility Closing Effective Date”), upon satisfaction of only the following conditions:): (a) The Administrative Agent the execution and delivery of (i) the Lender Consent Page by the Term B Lenders holding 100% of the Term B Loans outstanding on the Effective Date and the Incremental Term Lender shall have received from Revolving Lenders holding 100% of the Borrower, Holdings, Revolving Committed Amount and (ii) counterpart signature pages hereto of each Subsidiary Guarantor, Loan Party and the Administrative Agent, ; (b) receipt by the Collateral Administrative Agent of duly executed copies of the Notes in form and substance satisfactory to the Incremental Term Lender either Lenders in their sole discretion; (c) the satisfaction of the conditions precedent set forth in Section 4.02; (d) receipt by the Administrative Agent of: (i) a counterpart copy of this Agreement signed on behalf the Organization Documents filed with the Secretary of such party or State of the State of Delaware, including all amendments thereto, of each Loan Party, certified as of a recent date by the Secretary of State of the State of Delaware; (ii) written evidence reasonably satisfactory to the Administrative Agent and the Incremental Term Lender (which may include telecopy or other electronic transmission (including “pdf”) of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement. (b) The Administrative Agent and the Incremental Term Lender shall have received, on behalf of such parties and the Lenders, an opinion of ▇▇▇▇▇▇ & Bird LLP, as special counsel for the Loan Parties and ▇▇▇▇ Plant ▇▇▇▇▇, as Minnesota special counsel for the Loan Parties, each dated as of the Incremental Facility Closing Date and addressed to the Administrative Agent, the Incremental Term Lender and the Lenders, and of such other counsel to the Loan Parties satisfactory to the Administrative Agent and the Incremental Term Lender, in each case, in form and substance reasonably satisfactory to the Administrative Agent and the Incremental Term Lender. (c) The Administrative Agent shall have received: (i) a certificate as to the good standing of each Loan Party, as of a recent date, from the Secretary of State of the State of Delaware together, to the extent generally available, with a certificate or other evidence of good standing as to payment of any applicable franchise or similar Governmental Authority taxes from the appropriate taxing authority of the state State of its incorporation or organization and Delaware; (iiiii) an Officer’s Certificate a certificate of the Secretary or Assistant Secretary of each Loan Party dated the Incremental Facility Closing Effective Date and certifying (A) that attached thereto are copies the Organization Documents of such Loan Party have not been amended since the date of the certificate or articles last amendment thereto shown on the certified copy of incorporation or organization, including all amendments thereto, of each Loan Party, certified as of a recent date by the Organization Documents filed with the Secretary of State of the state State of its organization, Delaware furnished pursuant to clause (i) above; (B) that attached thereto are the is a true and complete copy of the bylaws or operating (or limited liability company) company agreement, limited partnership agreement or by-laws of such Loan Party as in effect on the Incremental Facility Closing DateEffective Date and at all times since a date prior to the date of the resolutions described in clause (C) below, (C) that attached thereto is a true and complete copy of resolutions duly adopted by the Governing Board board of directors or other governing body of such Loan Party authorizing the execution, delivery and performance of the Loan Documents to which such Person is a party and, in the case of the Borrower, the borrowings hereunder, this Agreement and that such resolutions have not been modified, rescinded or amended and are in full force and effect, ; and (D) as to the incumbency and specimen signature of each officer executing this Agreement or any Loan Document other document delivered in connection herewith on behalf of such Loan Party and countersigned by another officer as to the incumbency and specimen signature of the Secretary or Assistant Secretary executing the certificate pursuant to clause (ii) above. (d) The Administrative Agent shall have received an Officer’s Certificate, dated the Incremental Facility Closing Date and signed by a Financial Officer of the Borrower, certifying compliance with the conditions precedent set forth in Sections 3(f), (g), (i) and (j) hereof (and, in the case of clause (i), attaching calculations demonstrating such compliance).Party; (e) The Incremental Term Lender shall have received (i) all fees due and payable on receipt by the Incremental Facility Closing Date pursuant to any agreement relating to the arrangement Administrative Agent of the Incremental Term Loan Commitments and (ii) to the extent invoiced at least two Business Days prior to the Incremental Facility Closing Date, all costs and expenses due and payable (whether pursuant to the Loan Documents or any agreement relating to the arrangement opinion of the Incremental Term Loan Commitments) on or prior to the Incremental Facility Closing Date, including, to the extent invoiced, reimbursement or payment of all reasonable and documented out of pocket costs and expenses (including, without limitation, reasonable fees, charges and disbursements of M▇▇▇▇▇▇▇ & F▇▇▇▇▇▇▇ LLP) required to be reimbursed or paid by LLP in respect of this Agreement and the Loan Parties hereunder or under any Loan Document.Acknowledgment and Agreement; (f) The representations execution and warranties delivery by the Borrower of each Loan Party set forth the Fee Letter and payment on or before the Effective Date of all fees to Agents referred to in Section 5 of this Agreement 2.11(c) and in each other Loan Document shall be true and correct in all material respects on and as Attorney Costs of the Incremental Facility Closing Date with the same effect as though made on and as of such date, except Administrative Agent to the extent invoiced prior to or on the Effective Date, plus such representations and warranties expressly relate additional amounts of Attorney Costs as shall constitute its reasonable estimate of Attorney Costs incurred or to an earlier date or period, in which case they shall be true and correct in all material respects as of such earlier date or period; incurred by it through the closing proceedings (provided that any representation such estimate shall not thereafter preclude a final settling of accounts between the Borrower and warranty that is qualified as to “materiality”, “Material Adverse Effect” or similar language shall be true and correct (after giving effect to any qualification therein) in all respects on the Incremental Facility Closing Date or on such earlier date, as the case may be.Administrative Agent); and (g) No Default or Event of Default shall exist or would immediately result from the extension of the Incremental Term Loans or from the application of the proceeds therefrom. (h) The Borrower shall have delivered or caused to be delivered to the Administrative Agent and the Incremental Term Lender a solvency certificate from the Chief Financial Officer of Holdings setting forth the conclusions that, after giving effect to the transactions contemplated hereby, Holdings and its Subsidiaries (on a consolidated basis) are Solvent. (i) The incurrence of the Incremental Term Loans and the application of proceeds thereof (and assuming the Incremental Term Loans are fully drawn) complies with the requirements set forth in Section 2.22(a) of the Credit Agreement. (j) The Borrower shall have given notice of the prepayment of the outstanding “Revolving Loans” under and as defined in the Revolving Credit Agreement in accordance with Section 2.12(b) of the Revolving Credit Agreement, and substantially contemporaneously with the funding of the Incremental Term Loans, shall have made such prepayment of such Revolving Loans. (k) The Administrative Agent and the Incremental Term Lender shall have received prior to the Incremental Facility Closing Date, to the extent requested from the Borrower in writing receipt by the Administrative Agent at least 2 Business Days prior of the Incremental Facility Closing Acknowledgment and Agreement executed by the Loan Parties. If for any reason this Agreement does not become effective by 11:59 p.m. on the Effective Date, all documentation this Agreement shall be void ab initio and other information required by regulatory authorities under applicable “know your customer” the Original Credit Agreement shall continue in full force and anti-money laundering rules and regulations, including the USA Patriot Act that has been requested by the Administrative Agent prior to the Incremental Facility Closing Dateeffect in accordance with its terms.

Conditions to Effectiveness of this Agreement. This Agreement is being executed and delivered on the Closing Date and shall become effective on and as upon the satisfaction of the date hereof (the “Incremental Facility Closing Date”), upon satisfaction of only the following conditionsconditions precedent: (a) The Administrative Agent and Agent’s (or its counsel’s) receipt of the Incremental Term Lender shall have received from the Borrower, Holdingsfollowing, each Subsidiary Guarantorof which shall be originals or facsimiles (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the Administrative Agentsigning Loan Party, each dated the Collateral Agent Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and the Incremental Term Lender either (i) a counterpart of this Agreement signed on behalf of such party or (ii) written evidence reasonably each in form and substance satisfactory to the Administrative Agent and each of the Incremental Term Lender Lenders: (which may include telecopy or other electronic transmission i) executed counterparts of (including “pdf”A) of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement. (b) The Administrative Agent and the Incremental Term Lender shall have received, on behalf of such parties and the Lenders, an opinion of ▇▇▇▇▇▇ & Bird LLP, as special counsel sufficient in number for the Loan Parties and ▇▇▇▇ Plant ▇▇▇▇▇, as Minnesota special counsel for the Loan Parties, each dated as of the Incremental Facility Closing Date and addressed distribution to the Administrative Agent, the Incremental Term each Lender and each Borrower and (B) the LendersGuaranties; (ii) a Note executed by each Borrower, as applicable in favor of each Lender requesting a Note, to the extent requested at least 3 Business Days prior to the Closing Date; (iii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party; (iv) such documents and certificates as the Administrative Agent may reasonably require to evidence that each Loan Party is duly organized or formed, validly existing and in good standing issued by appropriate public officials of the jurisdiction of such other Loan Party’s organization or formation; (v) favorable opinions of (i) Skadden, Arps, Slate, Meagher & Flom LLP, New York counsel to the Loan Parties satisfactory and (ii) Bennett Jones LLP, Canadian counsel to the Canadian Borrower, in each case addressed to the Administrative Agent and the Incremental Term each Lender, as applicable, and such other matters concerning the Loan Parties and the Loan Documents as the Required Lenders may reasonably request; (vi) a certificate signed by a Responsible Officer of the U.S. Borrower certifying (A) that the conditions specified in each caseSections 6.02(a) and (b) have been satisfied, (B) that there has been no event or circumstance since the date of the Audited Financial Statements that has had or would be reasonably expected to have, either individually or in form the aggregate, a Material Adverse Effect, and substance reasonably satisfactory (C) the current Debt Ratings; (vii) a copy of the duly completed compliance certificate as of June 30, 2018, signed by a Responsible Officer of the U.S. Borrower and delivered in connection with the Existing Credit Agreement; and (viii) evidence of termination of the Commitments as defined in the Existing Credit Agreement and repayment or refinancing of all loans thereunder simultaneously with the Closing Date. (i) All documentation and other information as the Lenders may require in order to enable compliance with applicable AML/KYC Laws, including the Act, shall have been delivered 3 Business Days prior to the Administrative Agent Closing Date to the extent requested by the Lenders not less than 7 Business Days prior to the Closing Date and (ii) a Beneficial Ownership Certification for any Borrower that qualifies as a “legal entity customer” under the Incremental Term LenderBeneficial Ownership Regulation shall have been delivered 3 Business Days prior to the Closing Date, to each Lender that so requests not less than 7 Business Days prior to the Closing Date. (c) The Administrative Agent All accrued but unpaid interest, facility fees, utilization fees, letter of credit fees, and other fees and expenses due and payable under the Existing Credit Agreement shall have received: (i) a certificate as to the good standing of each Loan Party, as of a recent date, from the Secretary of State or similar Governmental Authority of the state of its incorporation or organization and (ii) an Officer’s Certificate of the Secretary or Assistant Secretary of each Loan Party dated the Incremental Facility Closing Date and certifying (A) that attached thereto are copies of the certificate or articles of incorporation or organization, including all amendments thereto, of each Loan Party, certified as of a recent date by the Secretary of State of the state of its organization, (B) that attached thereto are the true and complete copy of the bylaws or operating (or limited liability company) agreement of such Loan Party as in effect be paid on the Incremental Facility Closing Date, (C) that attached thereto is a true and complete copy of resolutions duly adopted by the Governing Board of such Loan Party authorizing the execution, delivery and performance of the Loan Documents to which such Person is a party and, in the case of the Borrower, the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, and (D) as to the incumbency and specimen signature of each officer executing any Loan Document on behalf of such Loan Party and countersigned by another officer as to the incumbency and specimen signature of the Secretary or Assistant Secretary executing the certificate pursuant to clause (ii) above. (d) The Any fees required to be paid on or before the Closing Date shall have been paid. (e) Unless waived by the Administrative Agent, the Borrowers shall have paid all reasonable and documented Attorney Costs of the Administrative Agent to the extent invoiced prior to or on the Closing Date, plus such additional amounts of Attorney Costs as shall constitute its reasonable estimate of Attorney Costs incurred or to be incurred by it through the closing proceedings; provided that such estimate shall not thereafter preclude a final settling of accounts between the Borrowers and the Administrative Agent; and provided further that, as used in this Section 6.01(e), “Attorney Costs” shall include (i) all fees, expenses and disbursements of only one law firm constituting U.S. counsel to the Administrative Agent, and (ii) all fees, expenses and disbursements of only one law firm constituting Canadian counsel to the Administrative Agent. Without limiting the generality of the provisions of the last paragraph of Section 11.03, for purposes of determining compliance with the conditions specified in this Section 6.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received an Officer’s Certificate, dated the Incremental Facility Closing Date and signed by a Financial Officer of the Borrower, certifying compliance with the conditions precedent set forth in Sections 3(f), (g), (i) and (j) hereof (and, in the case of clause (i), attaching calculations demonstrating notice from such compliance). (e) The Incremental Term Lender shall have received (i) all fees due and payable on the Incremental Facility Closing Date pursuant to any agreement relating to the arrangement of the Incremental Term Loan Commitments and (ii) to the extent invoiced at least two Business Days prior to the Incremental Facility Closing Date, all costs and expenses due and payable (whether pursuant to the Loan Documents or any agreement relating to the arrangement of the Incremental Term Loan Commitments) on or prior to the Incremental Facility Closing Date, including, to the extent invoiced, reimbursement or payment of all reasonable and documented out of pocket costs and expenses (including, without limitation, reasonable fees, charges and disbursements of ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP) required to be reimbursed or paid by the Loan Parties hereunder or under any Loan Document. (f) The representations and warranties of each Loan Party set forth in Section 5 of this Agreement and in each other Loan Document shall be true and correct in all material respects on and as of the Incremental Facility proposed Closing 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 or period, in which case they shall be true and correct in all material respects as of such earlier date or period; provided that any representation and warranty that is qualified as to “materiality”, “Material Adverse Effect” or similar language shall be true and correct (after giving effect to any qualification therein) in all respects on the Incremental Facility Closing Date or on such earlier date, as the case may bespecifying its objection thereto. (g) No Default or Event of Default shall exist or would immediately result from the extension of the Incremental Term Loans or from the application of the proceeds therefrom. (h) The Borrower shall have delivered or caused to be delivered to the Administrative Agent and the Incremental Term Lender a solvency certificate from the Chief Financial Officer of Holdings setting forth the conclusions that, after giving effect to the transactions contemplated hereby, Holdings and its Subsidiaries (on a consolidated basis) are Solvent. (i) The incurrence of the Incremental Term Loans and the application of proceeds thereof (and assuming the Incremental Term Loans are fully drawn) complies with the requirements set forth in Section 2.22(a) of the Credit Agreement. (j) The Borrower shall have given notice of the prepayment of the outstanding “Revolving Loans” under and as defined in the Revolving Credit Agreement in accordance with Section 2.12(b) of the Revolving Credit Agreement, and substantially contemporaneously with the funding of the Incremental Term Loans, shall have made such prepayment of such Revolving Loans. (k) The Administrative Agent and the Incremental Term Lender shall have received prior to the Incremental Facility Closing Date, to the extent requested from the Borrower in writing by the Administrative Agent at least 2 Business Days prior the Incremental Facility Closing Date, all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the USA Patriot Act that has been requested by the Administrative Agent prior to the Incremental Facility Closing Date.

Conditions to Effectiveness of this Agreement. This Agreement shall become effective on the first day on which the Facility Agent and as the Group Agents shall have received the following documents, instruments and fees, all of which shall be in a form and substance acceptable to the date hereof them (such day, the “Incremental Facility Closing Effective Date”), upon satisfaction of only the following conditions:): (a) The Administrative Agent and A certificate of the Incremental Term Lender shall have received from Secretary of each of the Borrower, Holdings, each Subsidiary Guarantor, the Administrative Agent, the Collateral Agent Originator and the Incremental Term Lender either Servicer (i) certifying the names and signatures of the officers and employees authorized on such Person’s behalf to execute all of the Transaction Documents to which it is a counterpart of this Agreement signed on behalf of such party or party, (ii) written evidence reasonably satisfactory to the Administrative Agent and the Incremental Term Lender (which may include telecopy or other electronic transmission (including “pdf”) of attaching a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement. (b) The Administrative Agent and the Incremental Term Lender shall have received, on behalf copy of such parties and the LendersPerson’s organizational documents, an opinion of ▇▇▇▇▇▇ & Bird LLPincluding, as special counsel for the Loan Parties applicable, its certificate of incorporation or formation, limited liability company agreement and ▇▇▇▇ Plant ▇▇▇▇▇Bylaws, (iii) attaching a copy of transaction resolutions of, as Minnesota special counsel for the Loan Parties, each dated as of the Incremental Facility Closing Date and addressed to the Administrative Agentapplicable, the Incremental Term Lender and the Lendersboard of directors, and board of managers or sole member of such other counsel to the Loan Parties satisfactory to the Administrative Agent Person and the Incremental Term Lender, in each case, in form and substance reasonably satisfactory to the Administrative Agent and the Incremental Term Lender. (civ) The Administrative Agent shall have received: (i) attaching a certificate as to the of good standing of each Loan Party, as of a recent date, from the Secretary of State or similar Governmental Authority of the state of its incorporation or organization and (ii) an Officer’s Certificate of the Secretary or Assistant Secretary of each Loan Party dated the Incremental Facility Closing Date and certifying (A) that attached thereto are copies of the certificate or articles of incorporation or organization, including all amendments thereto, of each Loan Party, certified as of a recent date by the Secretary of State of the state jurisdiction of its organization, organization of such Person. (Bb) that attached thereto are the true and complete A copy of a proper financing statement naming the bylaws Borrower as the debtor and the Facility Agent, as secured party, and other similar instruments or operating (or limited liability company) agreement of such Loan Party documents as in effect on the Incremental Facility Closing Date, (C) that attached thereto is a true and complete copy of resolutions duly adopted by the Governing Board of such Loan Party authorizing the execution, delivery and performance of the Loan Documents to which such Person is a party andmay be necessary or, in the case reasonable opinion of the BorrowerFacility Agent and the Group Agents, desirable under the Relevant UCC of all appropriate jurisdictions or any comparable law to perfect the Facility Agent’s security interest in all Collateral. (c) A copy of a proper financing statement naming FIC as debtor, the borrowings hereunderBorrower as secured party, and that such resolutions have not been modified, rescinded or amended and are in full force and effectthe Facility Agent as assignee of the secured party, and (D) other similar instruments or documents as to may be necessary or, in the incumbency and specimen signature of each officer executing any Loan Document on behalf of such Loan Party and countersigned by another officer as to the incumbency and specimen signature reasonable opinion of the Secretary Facility Agent and the Group Agents, desirable under the Relevant UCC of all appropriate jurisdictions or Assistant Secretary executing any comparable law to perfect the certificate pursuant to clause (ii) aboveCollateral that is the subject of the Purchase Agreement. (d) The Administrative Agent shall have received an Officer’s CertificateCopies of proper financing statements, dated if any, necessary to terminate all security interests and other rights of any Person in Collateral previously granted by the Incremental Facility Closing Date Borrower and signed the Originator, together with copies of executed lien releases, if any, necessary to terminate all security interests and other rights of any person in Collateral previously granted by a Financial Officer of the Borrower, certifying compliance with Borrower and the conditions precedent set forth in Sections 3(f), (g), (i) and (j) hereof (and, in the case of clause (i), attaching calculations demonstrating such compliance)Originator. (e) The Incremental Term Lender Certified copies of requests for information or copies, dated a date reasonably near the Effective Date, listing all effective financing statements which name any of the Originator and the Borrower (under their respective present names and any previous names) as debtor and which are filed both in jurisdictions in which the filings were made pursuant to items (c), (d) and (e) and in those jurisdictions that would have been applicable under the Relevant UCC prior to the enactment of Revised Article 9 thereof, together with copies of such financing statements (none of which shall have received cover any Collateral or any other property that is the subject of the Transaction Documents). (f) Evidence of the establishment of the Collateral Account. (g) Fully executed copies of all Transaction Documents. (h) An opinion of in-house counsel to the Originator, the Borrower and the Servicer, re: corporate matters. (i) all fees due and payable on the Incremental Facility Closing Date pursuant to any agreement relating to the arrangement An opinion of the Incremental Term Loan Commitments and (ii) to the extent invoiced at least two Business Days prior to the Incremental Facility Closing Date, all costs and expenses due and payable (whether pursuant to the Loan Documents or any agreement relating to the arrangement of the Incremental Term Loan Commitments) on or prior to the Incremental Facility Closing Date, including, to the extent invoiced, reimbursement or payment of all reasonable and documented out of pocket costs and expenses (including, without limitation, reasonable fees, charges and disbursements of ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP) required L.L.P., special counsel to be reimbursed or paid by the Loan Parties hereunder or under any Loan Document. (f) The representations Originator, the Servicer and warranties of each Loan Party set forth in Section 5 of this Agreement and in each other Loan Document shall be true and correct in all material respects on and as the Borrower, re: enforceability of the Incremental Facility Closing Date with the same effect as though made on Transaction Documents to which each is a party and as of such date, except to the extent such representations and warranties expressly relate to an earlier date or period, in which case they shall be true and correct in all material respects as of such earlier date or period; provided that any representation and warranty that is qualified as to “materiality”, “Material Adverse Effect” or similar language shall be true and correct (after giving effect to any qualification therein) in all respects on the Incremental Facility Closing Date or on such earlier date, as the case may be. (g) No Default or Event of Default shall exist or would immediately result from the extension of the Incremental Term Loans or from the application of the proceeds therefrom. (h) The Borrower shall have delivered or caused to be delivered to the Administrative Agent and the Incremental Term Lender a solvency certificate from the Chief Financial Officer of Holdings setting forth the conclusions that, after giving effect to the transactions contemplated hereby, Holdings and its Subsidiaries (on a consolidated basis) are Solvent. (i) The incurrence of the Incremental Term Loans and the application of proceeds thereof (and assuming the Incremental Term Loans are fully drawn) complies with the requirements set forth in Section 2.22(a) of the Credit Agreementother corporate matters. (j) The Borrower shall have given notice Opinions of special counsel to the Originator and the Borrower, re: validity and perfection of the prepayment of security interests granted by the outstanding “Revolving Loans” Originator and the Borrower under and as defined in the Revolving Credit Agreement in accordance with Section 2.12(b) of the Revolving Credit AgreementTransaction Documents, and substantially contemporaneously with the funding of the Incremental Term Loans, shall have made such prepayment of such Revolving Loansother matters. (k) The Administrative An opinion of ▇▇▇▇▇ & ▇▇▇▇▇▇▇ L.L.P., special counsel to the Originator and the Borrower, re: nonconsolidation. (l) An opinion of ▇▇▇▇▇ & ▇▇▇▇▇▇▇ L.L.P., special counsel to the Originator and the Borrower, re: true sales. (m) An opinion of counsel to the Custodian, re: corporate matters. (n) Evidence that the fees specified in the Fee Letters for payment on or prior to the Effective Date have been paid to the related Group Agents. (o) A pro forma Servicer Report for June 2005. (p) Such other documents, instruments, certificates, information and opinions of counsel as the Facility Agent and the Incremental Term Lender shall have received prior to the Incremental Facility Closing Date, to the extent requested from the Borrower in writing by the Administrative Agent at least 2 Business Days prior the Incremental Facility Closing Date, all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the USA Patriot Act that has been requested by the Administrative Agent prior to the Incremental Facility Closing DateGroup Agents may reasonably request.

Conditions to Effectiveness of this Agreement. This The effectiveness of the agreements set forth in this Agreement and of the 2021-2 Incremental Term Loan Commitments to be provided by it pursuant to Section 3 of this Agreement, shall become effective on and as of the date hereof (the “Incremental Facility Closing Amendment No. 6 Effective Date”), upon satisfaction ) when each of only the following conditionsconditions shall have been satisfied (or waived, as applicable) and, in connection with the foregoing, the execution (which may include telecopy or electronic transmission of a signed signature page of this Agreement) by the Administrative Agent of this Agreement: (a) The the Administrative Agent and the Incremental Term Lender shall have received received: (i) from (x) each Loan Party, (y) Lenders constituting the Borrower, Holdings, Required Lenders and (z) each Subsidiary Guarantor, the Administrative Agent, the Collateral Agent and the 2021-2 Incremental Term Lender either (iA) a counterpart of this Agreement signed on behalf of such party or (iiB) written evidence reasonably satisfactory to the Administrative Agent and the Incremental Term Lender (which may include telecopy or other electronic transmission (including “pdf”) of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement. ; and (ii) a Notice of Borrowing with respect to the 2021-2 Incremental Term Loans setting forth the information specified in Section 2.03 of the Credit Agreement; (b) The the representations and warranties set forth in Section 6 hereof shall be true and correct; and (c) the Administrative Agent shall have received all documentation and other information about Holdings, the Borrower and the Incremental Term Lender other Loan Parties that shall have received, on behalf of such parties and the Lenders, an opinion of ▇▇▇▇▇▇ & Bird LLP, as special counsel for the Loan Parties and ▇▇▇▇ Plant ▇▇▇▇▇, as Minnesota special counsel for the Loan Parties, each dated as of the Incremental Facility Closing Date and addressed to been reasonably requested by the Administrative Agent, the 2021-2 Incremental Term Lender and the Lenders, and of such other counsel to the Loan Parties satisfactory to the Administrative Agent and the Incremental Term Lender, in each case, in form and substance reasonably satisfactory to the Administrative Agent and the Incremental Term Lender. (c) The Administrative Agent shall have received: (i) a certificate as to the good standing of each Loan Party, as of a recent date, from the Secretary of State or similar Governmental Authority of the state of its incorporation or organization and (ii) an Officer’s Certificate of the Secretary or Assistant Secretary of each Loan Party dated the Incremental Facility Closing Date and certifying (A) Lenders that attached thereto are copies of the certificate or articles of incorporation or organization, including all amendments thereto, of each Loan Party, certified as of a recent date by the Secretary of State of the state of its organization, (B) that attached thereto are the true and complete copy of the bylaws or operating (or limited liability company) agreement of such Loan Party as in effect on the Incremental Facility Closing Date, (C) that attached thereto is a true and complete copy of resolutions duly adopted by the Governing Board of such Loan Party authorizing the execution, delivery and performance of the Loan Documents to which such Person is a party and, in the case of the Borrower, the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, and (D) as to the incumbency and specimen signature of each officer executing any Loan Document on behalf of such Loan Party and countersigned by another officer as to the incumbency and specimen signature of the Secretary or Assistant Secretary executing the certificate pursuant to clause (ii) above. (d) The Administrative Agent shall have received an Officer’s Certificate, dated the Incremental Facility Closing Date and signed by a Financial Officer of the Borrower, certifying compliance with the conditions precedent set forth in Sections 3(f), (g), (i) and (j) hereof (and, in the case of clause (i), attaching calculations demonstrating such compliance). (e) The Incremental Term Lender shall have received (i) all fees due and payable on the Incremental Facility Closing Date pursuant to any agreement relating to the arrangement of the Incremental Term Loan Commitments and (ii) to the extent invoiced at least two Business Days prior to the Incremental Facility Closing Date, all costs and expenses due and payable (whether pursuant to the Loan Documents or any agreement relating to the arrangement of the Incremental Term Loan Commitments) on or prior to the Incremental Facility Closing Date, including, to the extent invoiced, reimbursement or payment of all reasonable and documented out of pocket costs and expenses (including, without limitation, reasonable fees, charges and disbursements of ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP) required to be reimbursed or paid by the Loan Parties hereunder or under any Loan Document. (f) The representations and warranties of each Loan Party set forth in Section 5 of this Agreement and in each other Loan Document shall be true and correct in all material respects on and as of the Incremental Facility Closing 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 or period, in which case they shall be true and correct in all material respects as of such earlier date or period; provided that any representation and warranty that is qualified as to “materiality”, “Material Adverse Effect” or similar language shall be true and correct (after giving effect to any qualification therein) in all respects on the Incremental Facility Closing Date or on such earlier date, as the case may be. (g) No Default or Event of Default shall exist or would immediately result from the extension of the Incremental Term Loans or from the application of the proceeds therefrom. (h) The Borrower shall have delivered or caused to be delivered to the Administrative Agent and the Incremental Term Lender a solvency certificate from the Chief Financial Officer of Holdings setting forth the conclusions that, after giving effect to the transactions contemplated hereby, Holdings and its Subsidiaries (on a consolidated basis) are Solvent. (i) The incurrence of the Incremental Term Loans and the application of proceeds thereof (and assuming the Incremental Term Loans are fully drawn) complies with the requirements set forth in Section 2.22(a) of the Credit Agreement. (j) The Borrower shall have given notice of the prepayment of the outstanding “Revolving Loans” under and as defined in the Revolving Credit Agreement in accordance with Section 2.12(b) of the Revolving Credit Agreement, and substantially contemporaneously with the funding of the Incremental Term Loans, shall have made such prepayment of such Revolving Loans. (k) The Administrative Agent and the Incremental Term Lender shall have received prior to the Incremental Facility Closing Date, to the extent requested from the Borrower in writing by the Administrative Agent at least 2 Business Days prior the Incremental Facility Closing Date, all documentation and other information required by regulatory authorities under applicable “know your customer,” and anti-money laundering rules and regulations, including without limitation the USA Patriot Act that has been requested by PATRIOT ACT, including, if the Borrower qualifies as a “legal entity customer” under the requirements of the Beneficial Ownership Regulation, a Beneficial Ownership Certification in relation to the Borrower. The Administrative Agent and the 2021-2 Incremental Term Lenders acknowledge that the requirements in this clause (c) have been satisfied on behalf of Holdings, the Borrower and the other Loan Parties prior to the Incremental Facility Closing Datedate hereof.

Conditions to Effectiveness of this Agreement. This The effectiveness of this Agreement shall become effective on and as is subject to satisfaction of the date hereof (the “Incremental Facility Closing Date”), upon satisfaction of only the following conditionsconditions precedent: (a) The Administrative Agent and Agent’s receipt of the Incremental Term Lender shall have received from the Borrower, Holdingsfollowing, each Subsidiary Guarantorof which shall be originals or telecopies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the Administrative Agentsigning Loan Party, each dated the Collateral Agent Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and the Incremental Term Lender either (i) a counterpart of this Agreement signed on behalf of such party or (ii) written evidence each in form and substance reasonably satisfactory to the Administrative Agent and each of the Incremental Term Lenders: (i) executed counterparts of this Agreement and the Guaranty, sufficient in number for distribution to the Administrative Agent, each Lender and the Borrower and if Advance Funding Arrangements shall exist with respect to funding on the Closing Date, executed Advance Funding Documentation in form and substance reasonably acceptable to the Administrative Agent; (which may include telecopy ii) a Note executed by the Borrower in favor of each Lender requesting a Note; (iii) such certificates of resolutions or other electronic transmission (including “pdf”) action, incumbency certificates and/or other certificates of Responsible Officers 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 signed signature page of Responsible Officer in connection with this Agreement) that Agreement and the other Loan Documents to which such party has signed Loan Party is a counterpart of this Agreement.party; (biv) The 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 of the Incremental Term Lender shall Borrower and each Guarantor is 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, on behalf of such parties and the Lenders, an a Material Adverse Effect; (v) a favorable opinion of ▇▇▇▇▇▇▇ & Bird Procter LLP, as special counsel for the Loan Parties and ▇▇▇▇ Plant ▇▇▇▇▇, as Minnesota special counsel for to the Loan Parties, each dated as of the Incremental Facility Closing Date and addressed to the Administrative Agent, the Incremental Term Lender and the Lenders, and of such other counsel to the Loan Parties satisfactory to the Administrative Agent and the Incremental Term each Lender, in each case, in form and substance reasonably satisfactory to the Administrative Agent and the Incremental Term Lender. (c) The Administrative Agent shall have received: (i) a certificate as to the good standing of each Loan PartyLenders, as of a recent date, from the Secretary of State or similar Governmental Authority of the state of its incorporation or organization and (ii) an Officer’s Certificate of the Secretary or Assistant Secretary of each Loan Party dated the Incremental Facility Closing Date and certifying (A) that attached thereto are copies of the certificate or articles of incorporation or organization, including all amendments thereto, of each Loan Party, certified as of a recent date by the Secretary of State of the state of its organization, (B) that attached thereto are the true and complete copy of the bylaws or operating (or limited liability company) agreement of covering such Loan Party as in effect on the Incremental Facility Closing Date, (C) that attached thereto is a true and complete copy of resolutions duly adopted by the Governing Board of such Loan Party authorizing the execution, delivery and performance of the Loan Documents to which such Person is a party and, in the case of the Borrower, the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, and (D) as to the incumbency and specimen signature of each officer executing any Loan Document on behalf of such Loan Party and countersigned by another officer as to the incumbency and specimen signature of the Secretary or Assistant Secretary executing the certificate pursuant to clause (ii) above. (d) The Administrative Agent shall have received an Officer’s Certificate, dated the Incremental Facility Closing Date and signed by a Financial Officer of the Borrower, certifying compliance with the conditions precedent set forth in Sections 3(f), (g), (i) and (j) hereof (and, in the case of clause (i), attaching calculations demonstrating such compliance). (e) The Incremental Term Lender shall have received (i) all fees due and payable on the Incremental Facility Closing Date pursuant to any agreement matters relating to the arrangement of the Incremental Term Loan Commitments and (ii) to the extent invoiced at least two Business Days prior to the Incremental Facility Closing Date, all costs and expenses due and payable (whether pursuant to the Loan Documents or any agreement relating to and the arrangement transactions contemplated thereby as the Administrative Agent and the Lenders shall reasonably request; (vi) a favorable opinion of the Incremental Term Loan Commitments) on or prior to the Incremental Facility Closing DateBaker, includingDonelson, to the extent invoicedBearman, reimbursement or payment of all reasonable and documented out of pocket costs and expenses (including, without limitation, reasonable fees, charges and disbursements of ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP) required ▇▇▇, local Alabama counsel to be reimbursed or paid by the Loan Parties hereunder or under any Loan Document. (f) The representations and warranties of each Loan Party set forth in Section 5 of this Agreement and in each other Loan Document shall be true and correct in all material respects on and as of the Incremental Facility Closing Date with the same effect as though made on and as of such dateParties, except addressed to the extent such representations Administrative Agent and warranties expressly relate to an earlier date or periodeach Lender, in which case they shall be true form and correct in all material respects as of such earlier date or period; provided that any representation and warranty that is qualified as to “materiality”, “Material Adverse Effect” or similar language shall be true and correct (after giving effect to any qualification therein) in all respects on the Incremental Facility Closing Date or on such earlier date, as the case may be. (g) No Default or Event of Default shall exist or would immediately result from the extension of the Incremental Term Loans or from the application of the proceeds therefrom. (h) The Borrower shall have delivered or caused to be delivered substance reasonably satisfactory to the Administrative Agent and the Incremental Term Lender Lenders, covering such matters relating to the Loan Documents and the transactions contemplated thereby as the Administrative Agent and the Lenders shall reasonably request; (vii) a solvency certificate from the Chief Financial of a Responsible Officer of Holdings setting forth the conclusions thatBorrower either (A) attaching copies of all consents, licenses and approvals required in connection with the execution, delivery and performance by each Loan Party and the validity against each Loan Party of the Loan Documents to which it is a party, and such consents, licenses and approvals shall be in full force and effect, or (B) stating that no such consents, licenses or approvals are so required; (viii) a certificate signed by a Responsible Officer of the Borrower (A) certifying that the conditions specified in Sections 4.02(a) and (b) have been satisfied, (B) certifying that there has been no event or circumstance since the date of the Audited Financial Statements that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect and (C) certifying and attaching calculations which demonstrate that after giving effect to the transactions contemplated herebyClosing Date Acquisition and the acquisition consummated under the Agreement and Plan of Merger, Holdings dated as of January 7, 2013, among the Borrower, Echo Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of the Borrower, and Epocrates, Inc., a Delaware corporation, pursuant to which, among other things, the Borrower acquired all of the equity interests of Epocrates, Inc., on a pro forma basis (determined on the basis of the financial information for the most recently ended period of four fiscal quarters of the Borrower for which financial statements for the Borrower are available, as though each such event had occurred as of the first day of the fiscal period covered thereby) the Consolidated Senior Leverage Ratio is less than or equal to 2.50 to 1.00; (ix) evidence that all insurance required to be maintained pursuant to the Loan Documents has been obtained and is in effect; (x) an environmental assessment report with respect to the Acquired Property, in scope and with results reasonably satisfactory to the Administrative Agent, from an environmental consulting firm acceptable to the Administrative Agent; (xi) evidence that (A) the Existing Credit Agreement and all commitments thereunder have been or concurrently with the Closing Date are being terminated and (B) the Borrower and its Subsidiaries have no material indebtedness other than indebtedness under the Loan Documents and other material Indebtedness set forth on Schedule 4.01; and (on a consolidated basisxii) are Solventsuch other assurances, certificates, documents, consents or opinions as the Administrative Agent, the L/C Issuer, the Swing Line Lender or the Required Lenders reasonably may require. (ib) The incurrence of Any fees required to be paid on or before the Incremental Term Loans and the application of proceeds thereof (and assuming the Incremental Term Loans are fully drawn) complies with the requirements set forth in Section 2.22(a) of the Credit AgreementClosing Date shall have been paid. (jc) The Unless waived by the Administrative Agent, the Borrower shall have given notice paid all fees, charges and disbursements of counsel to the prepayment of Administrative Agent (directly to such counsel if requested by the outstanding “Revolving Loans” under and as defined in Administrative Agent) to the Revolving Credit Agreement in accordance with Section 2.12(b) of extent invoiced prior to or on the Revolving Credit AgreementClosing Date, and substantially contemporaneously with the funding of the Incremental Term Loans, shall have made plus such prepayment additional amounts of such Revolving Loansfees, 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 final settling of accounts between the Borrower and the Administrative Agent). (kd) The Administrative Agent and the Incremental Term Lender shall have received evidence, reasonably satisfactory to the Administrative Agent, that the Closing Date Acquisition shall have been or, substantially contemporaneously with initial Credit Extensions under this Agreement, will be consummated strictly in accordance with the terms of the Purchase Agreement and in compliance with all applicable requirements of Law. Without limiting the generality of the provisions of the last paragraph of Section 9.03, (i) for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the Incremental Facility proposed Closing DateDate specifying its objection thereto, and (ii) in the event that Advance Funding Arrangements shall exist, the delivery by any Lender of (x) funds pursuant to such Advance Funding Arrangements (“Advance Funds”) and (y) its signature page to this Agreement shall constitute the extent requested from the Borrower in writing request, consent, and direction by such Lender to the Administrative Agent at least 2 Business Days prior the Incremental Facility Closing Date, all documentation and other information required (unless expressly revoked by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the USA Patriot Act that has been requested written notice from such Lender received by the Administrative Agent prior to the Incremental Facility earlier to occur of funding or the Administrative Agent’s declaration that this Agreement is effective) to withdraw and release to the Borrower on the Closing DateDate the applicable funds of such Lender to be applied to the funding of Loans by such Lender in accordance with Section 2.02 upon the Administrative Agent’s determination (made in accordance with and subject to the terms of this Agreement) that it has received all items expressly required to be delivered to it under this Section 4.01.

Conditions to Effectiveness of this Agreement. This Agreement is being executed and delivered on the Closing Date and shall become effective on and as of the date hereof (Closing Date upon the “Incremental Facility Closing Date”), upon satisfaction of only the following conditionsconditions precedent: (a) The Administrative Agent and Agent’s receipt of the Incremental Term Lender shall have received from the Borrower, Holdingsfollowing, each Subsidiary Guarantorof which shall be originals or facsimiles (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the Administrative Agentsigning Loan Party, each dated the Collateral Agent Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and the Incremental Term Lender either (i) a counterpart of this Agreement signed on behalf of such party or (ii) written evidence reasonably each in form and substance satisfactory to the Administrative Agent and each of the Incremental Term Lenders: (i) executed counterparts of this Agreement and the Devon Financing ULC Guaranty, sufficient in number for distribution to the Administrative Agent, each Lender and the Borrower; (which may include telecopy ii) a Note executed by the Borrower, as applicable in favor of each Lender requesting a Note; (iii) such certificates of resolutions or other electronic transmission (including “pdf”) action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a signed signature page of Responsible Officer in connection with this Agreement) that Agreement and the other Loan Documents to which such party has signed Loan Party is a counterpart of this Agreement.party; (biv) The such documents and certificates as the Administrative Agent may reasonably require to evidence that each Loan Party is duly organized or formed, validly existing and in good standing issued by appropriate public officials of the Incremental Term Lender shall have received, on behalf jurisdiction of such parties and the LendersLoan Party’s organization or formation; (v) favorable opinions of (i) Skadden, an opinion of Arps, Slate, M▇▇▇▇▇▇ & Bird LLP, as special counsel for the Loan Parties and ▇F▇▇▇ Plant ▇▇▇▇▇LLP, as Minnesota special counsel for the Loan Parties, each dated as of the Incremental Facility Closing Date and addressed to the Administrative Agent, the Incremental Term Lender and the Lenders, and of such other counsel to the Loan Parties satisfactory to the Administrative Agent and the Incremental Term Lender, in each case, in form and substance reasonably satisfactory to the Administrative Agent and the Incremental Term Lender. (c) The Administrative Agent shall have received: (i) a certificate as to the good standing of each Loan Party, as of a recent date, from the Secretary of State or similar Governmental Authority of the state of its incorporation or organization and (ii) an Officer’s Certificate of the Secretary or Assistant Secretary of each Loan Party dated the Incremental Facility Closing Date and certifying (A) that attached thereto are copies of the certificate or articles of incorporation or organization, including all amendments thereto, of each Loan Party, certified as of a recent date by the Secretary of State of the state of its organization, (B) that attached thereto are the true and complete copy of the bylaws or operating (or limited liability company) agreement of such Loan Party as in effect on the Incremental Facility Closing Date, (C) that attached thereto is a true and complete copy of resolutions duly adopted by the Governing Board of such Loan Party authorizing the execution, delivery and performance of the Loan Documents to which such Person is a party and, in the case of the Borrower, the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, and (D) as to the incumbency and specimen signature of each officer executing any Loan Document on behalf of such Loan Party and countersigned by another officer as to the incumbency and specimen signature of the Secretary or Assistant Secretary executing the certificate pursuant to clause (ii) above. (d) The Administrative Agent shall have received an Officer’s Certificate, dated the Incremental Facility Closing Date and signed by a Financial Officer of the Borrower, certifying compliance with the conditions precedent set forth in Sections 3(f), (g), (i) and (j) hereof (and, in the case of clause (i), attaching calculations demonstrating such compliance). (e) The Incremental Term Lender shall have received (i) all fees due and payable on the Incremental Facility Closing Date pursuant to any agreement relating to the arrangement of the Incremental Term Loan Commitments and (ii) to the extent invoiced at least two Business Days prior to the Incremental Facility Closing Date, all costs and expenses due and payable (whether pursuant to the Loan Documents or any agreement relating to the arrangement of the Incremental Term Loan Commitments) on or prior to the Incremental Facility Closing Date, including, to the extent invoiced, reimbursement or payment of all reasonable and documented out of pocket costs and expenses (including, without limitation, reasonable fees, charges and disbursements of S▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP) required Stirling S▇▇▇▇▇, counsel to be reimbursed or paid by the Loan Parties hereunder or under any Loan Document. (f) The representations and warranties of each Loan Party set forth in Section 5 of this Agreement and Devon Financing ULC, in each other Loan Document shall be true and correct in all material respects on and as of the Incremental Facility Closing 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 or period, in which case they shall be true and correct in all material respects as of such earlier date or period; provided that any representation and warranty that is qualified as to “materiality”, “Material Adverse Effect” or similar language shall be true and correct (after giving effect to any qualification therein) in all respects on the Incremental Facility Closing Date or on such earlier date, as the case may be. (g) No Default or Event of Default shall exist or would immediately result from the extension of the Incremental Term Loans or from the application of the proceeds therefrom. (h) The Borrower shall have delivered or caused to be delivered addressed to the Administrative Agent and each Lender, as to the Incremental Term Lender matters set forth in Exhibit F, as applicable, and such other matters concerning the Loan Parties and the Loan Documents as the Required Lenders may reasonably request; (vi) a solvency certificate from the Chief Financial signed by a Responsible Officer of Holdings setting forth the conclusions thatBorrower certifying (A) that the conditions specified in Sections 5.02(a) and (b) have been satisfied, after giving effect (B) that there has been no event or circumstance since the date of the Audited Financial Statements that has had or could be reasonably expected to have, either individually or in the transactions contemplated herebyaggregate, Holdings a Material Adverse Effect; and its Subsidiaries (on C) the current Debt Ratings; and (vii) a consolidated basis) are Solventduly completed Compliance Certificate as of March 31, 2007, signed by a Responsible Officer of the Borrower. (ib) The incurrence of Any fees required to be paid on or before the Incremental Term Loans and the application of proceeds thereof (and assuming the Incremental Term Loans are fully drawn) complies with the requirements set forth in Section 2.22(a) of the Closing Date shall have been paid. [Devon Credit Agreement.] (jc) The Unless waived by the Administrative Agent, the Borrower shall have given notice paid all reasonable and documented Attorney Costs of the prepayment of the outstanding “Revolving Loans” under and as defined in the Revolving Credit Agreement in accordance with Section 2.12(b) of the Revolving Credit Agreement, and substantially contemporaneously with the funding of the Incremental Term Loans, shall have made such prepayment of such Revolving Loans. (k) The Administrative Agent and to the Incremental Term Lender shall have received extent invoiced prior to the Incremental Facility Closing Date, plus such additional amounts of Attorney Costs as shall constitute its reasonable estimate of Attorney Costs incurred or to be incurred by it through the closing proceedings; provided that such estimate shall not thereafter preclude a final settling of accounts between the Borrower and the Administrative Agent; and provided further that, as used in this Section 5.01(c), “Attorney Costs” shall include (i) all fees, expenses and disbursements of only one law firm constituting counsel to the extent requested from the Borrower in writing by the Administrative Agent at least 2 Business Days prior the Incremental Facility Closing Date, all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the USA Patriot Act that has been requested by the Administrative Agent prior to the Incremental Facility Closing DateAgent.

Conditions to Effectiveness of this Agreement. This Agreement shall become effective on and as The obligation of the date hereof (Lender to make the “Incremental Facility Closing Date”)Term Loans hereunder is subject to satisfaction, upon satisfaction or waiver in accordance with Section 10.01, of only the following conditionsconditions precedent: (a) The Administrative Agent and the Incremental Term Lender shall have received from each of the Borrower, Holdingsfollowing, each Subsidiary Guarantor, the Administrative Agent, the Collateral Agent and the Incremental Term Lender either of which shall be originals or telecopies (i) a counterpart of this Agreement signed on behalf of such party or (ii) written evidence reasonably satisfactory to the Administrative Agent and the Incremental Term Lender (which may include telecopy or other electronic transmission (including “pdf”) of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement. (b) The Administrative Agent and the Incremental Term Lender shall have received, on behalf of such parties and the Lenders, an opinion of ▇▇▇▇▇▇ & Bird LLP, as special counsel for the Loan Parties and ▇▇▇▇ Plant ▇▇▇▇▇, as Minnesota special counsel for the Loan Partiesfollowed promptly by originals), each dated as of the Incremental Facility Closing Date and addressed to the Administrative Agent, the Incremental Term Lender and the Lenders, and of such other counsel to the Loan Parties satisfactory to the Administrative Agent and the Incremental Term Lender, in each case, in form and substance reasonably satisfactory to the Administrative Agent and the Incremental Term Lender. (c) The Administrative Agent shall have received: (i) a certificate as to the good standing of each Loan Party, as of a recent date, from the Secretary of State or similar Governmental Authority of the state of its incorporation or organization and (ii) an Officer’s Certificate of the Secretary or Assistant Secretary of each Loan Party dated the Incremental Facility Closing Date and certifying (A) that attached thereto are copies of the certificate or articles of incorporation or organization, including all amendments thereto, of each Loan Party, certified as of a recent date by the Secretary of State of the state of its organization, (B) that attached thereto are the true and complete copy of the bylaws or operating (or limited liability company) agreement of such Loan Party as in effect on the Incremental Facility Closing Date, (C) that attached thereto is a true and complete copy of resolutions duly adopted by the Governing Board of such Loan Party authorizing the execution, delivery and performance of the Loan Documents to which such Person is a party andor, in the case of certificates of governmental officials, a recent date before the BorrowerClosing Date), each in form and substance satisfactory to the borrowings hereunderLender and in such number of originals or copies as may be requested by the Lender: (i) duly executed counterparts of this Agreement; (ii) a Tranche A Term Note duly executed by the Borrower in favor of the Lender, if requested by the Lender; (iii) a Tranche B Term Note duly executed by the Borrower in favor of the Lender, if requested by the Lender; (iv) such duly executed certificates of resolutions or consents, incumbency certificates and/or other duly executed certificates of Responsible Officers of the Borrower as the Lender 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 Agreement and the other Loan Documents to which the Borrower is a party or is to be a party; (v) such documents and duly executed certifications as the Lender may reasonably require to evidence that the Borrower is duly organized, and that such resolutions the Borrower is validly existing, in good standing and qualified to engage in business in its jurisdiction of incorporation and each other jurisdiction in which it conducts business, except where the failure to be so qualified could not, individually or in the aggregate, reasonably be expected to have not been modified, rescinded or amended and are in full force and effect, and (D) as to the incumbency and specimen signature of each officer executing any Loan Document on behalf of such Loan Party and countersigned by another officer as to the incumbency and specimen signature of the Secretary or Assistant Secretary executing the certificate pursuant to clause (ii) above.a Material Adverse Effect; (dvi) The Administrative Agent shall have received an Officer’s Certificate, dated the Incremental Facility Closing Date and signed by a Financial Officer of the Borrower, certifying compliance with the conditions precedent set forth in Sections 3(f), (g), (i) and (j) hereof (and, in the case of clause (i), attaching calculations demonstrating such compliance). (e) The Incremental Term Lender shall have received (i) all fees due and payable on the Incremental Facility Closing Date pursuant to any agreement relating to the arrangement of the Incremental Term Loan Commitments and (ii) to the extent invoiced at least two Business Days prior to the Incremental Facility Closing Date, all costs and expenses due and payable (whether pursuant to the Loan Documents or any agreement relating to the arrangement of the Incremental Term Loan Commitments) on or prior to the Incremental Facility Closing Date, including, to the extent invoiced, reimbursement or payment of all reasonable and documented out of pocket costs and expenses (including, without limitation, reasonable fees, charges and disbursements favorable opinion of ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, counsel to the Borrower, addressed to the Lender, in substantially the form of Exhibit G; (vii) a certificate of the chief executive officer, chief financial officer or an executive vice president of the Borrower either (A) attaching copies of all governmental, shareholder and third-party consents, licenses and approvals required in connection with the execution, delivery and performance by the Borrower of the Loan Documents, and such governmental, shareholder and third-party consents, licenses and approvals shall be in full force and effect, or (B) stating that no such governmental, shareholder or third-party consents, licenses or approvals are so required; (viii) a certificate signed by the chief executive officer, chief financial officer or an executive vice president of the Borrower certifying (A) that the conditions specified in Sections 4.01(h) and (i) have been satisfied and (B) that since March 31, 2008 no Material Adverse Effect has occurred; (ix) a certificate attesting to the Solvency of the Borrower, individually and together with its Subsidiaries, before and after giving effect to the Transaction (including the Term Loans made or to be reimbursed made and other obligations incurred or paid to be incurred on the Closing Date), from the chief executive officer, chief financial officer or an executive vice president of the Borrower, substantially in the form of Exhibit E hereto; (x) duly executed counterparts of the letter agreement by and between Borrower and Lender substantially in the form of Exhibit F hereto, dated as of the date hereof (the “Letter Agreement”), by which the Borrower and Lender agree (A) to mutually terminate the Commitment Letter dated June 3, 2009 between the Borrower and Lender and the Commitment Letter dated June 17, 2009 between the Borrower and Lender concurrently with the funding of the Term Loans and (B) that the Lender will have no obligations to make any loans under such Commitment Letters from the date of this Agreement through the earlier of the termination of this Agreement pursuant to its terms and date of the funding of the Term Loans. (xi) a certified copy of the agreement between the Borrower and ▇▇▇▇▇▇▇▇▇▇ Multi-Strategy Master Fund, a Cayman Islands partnership trust, for the purchase by the Loan Parties hereunder Borrower of Subordinated Notes, together with all agreements, instruments and other documents delivered in connection therewith as the Lender shall request; and (xii) such other assurances, certificates, documents, information or under consents as the Lender may reasonably require. (b) [Reserved]; (c) The Closing Date shall have occurred prior to January 31, 2010. (d) [Reserved]; (e) All governmental, shareholder and third-party approvals and consents which the Lender determines in its discretion to be necessary, desirable or advisable, in connection with the Transactions or the other transactions contemplated hereby shall have been received on terms and in a form satisfactory to the Lender and shall be in full force and effect, and all applicable waiting periods shall have expired without any Loan Documentaction being taken by any applicable authority. (f) The representations and warranties of each Loan Party set forth There shall not exist any action, suit, investigation, litigation or proceeding pending or threatened in Section 5 of this Agreement and any court or before any arbitrator or Governmental Authority (i) challenging or seeking damages or other relief in each other Loan Document shall be true and correct in all material respects on and as connection with any of the Incremental Facility Closing Date with Transactions or the same effect as though made on and as other transactions contemplated hereby, (ii) seeking to enjoin or prevent any of such datethe Transactions or the other transactions contemplated hereby, except to the extent such representations and warranties expressly relate to an earlier date or period(iii) that, in which case they shall be true the opinion of the Lender, would otherwise materially and correct in all material respects as adversely affect any of such earlier date the Transactions or period; provided the other transactions contemplated hereby or (iv) that any representation and warranty that is qualified as to “materiality”, “has or could have a Material Adverse Effect” or similar language shall be true and correct (after giving effect to any qualification therein) in all respects Effect on the Incremental Facility Closing Date Borrower or on such earlier date, as its Subsidiaries or any of the case may beTransactions or the other transactions contemplated hereby. (g) No Default or Event of Default shall exist or would immediately result from the extension of the Incremental Term Loans or from the application of the proceeds therefrom. (h) The Borrower shall have delivered or caused to be delivered to the Administrative Agent and the Incremental Term Lender a solvency certificate from the Chief Financial Officer of Holdings setting forth the conclusions that, after giving effect to the transactions contemplated hereby, Holdings and its Subsidiaries (on a consolidated basis) are Solvent. (i) The incurrence of the Incremental Term Loans and the application of proceeds thereof (and assuming the Incremental Term Loans are fully drawn) complies with the requirements set forth in Section 2.22(a) of the Credit Agreement. (j) The Borrower shall have given notice of the prepayment of the outstanding “Revolving Loans” under and as defined in the Revolving Credit Agreement in accordance with Section 2.12(b) of the Revolving Credit Agreement, and substantially contemporaneously with the funding of the Incremental Term Loans, shall have made such prepayment of such Revolving Loans. (k) The Administrative Agent and the Incremental Term Lender shall have received received, at least five Business Days prior to the Incremental Facility Closing Date, to the extent requested from the Borrower in writing by the Administrative Agent at least 2 Business Days prior the Incremental Facility Closing Date, all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-anti money laundering rules and regulations, including without limitation the USA Patriot Act that has been requested by Act. (h) The representations, warranties and certifications of or on behalf of the Administrative Agent prior Borrower contained in Article V or any other Loan Document, or which are contained in any certificate or other document furnished at any time under or in connection herewith or therewith, shall be true and correct on and as of the Closing Date (in each case both before and after giving effect thereto), except to the Incremental Facility 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, and except that for purposes of this Section 4.01, the representations and warranties contained in Sections 5.05(a) and (b) shall be deemed to refer to the most recent statements furnished pursuant to Sections 6.01(a) or (b). (i) No Default or Event of Default has occurred and is continuing, or would result from the making of either Term Loan or from the application of the proceeds therefrom. (j) The OEM Agreement shall remain in full force and effect. (k) The Warrant Agreement shall remain in full force and effect. (l) The Letter Agreement shall remain in full force and effect. (m) The Lender shall have received a Borrowing Notice upon not less than three Business Days prior written notice of the Closing Date. (n) The Lender shall have received such other approvals, opinions or documents as the Lender may reasonably request.

Conditions to Effectiveness of this Agreement. This Agreement shall become effective on The amendment and as restatement of the date hereof (Existing Mortgage Revolving/Term Credit Agreement contemplated by this Agreement, and the “Incremental Facility Closing Date”)obligation of each Bank to make its initial Loan under this Agreement, upon satisfaction is subject to the determination of only each Bank, in its sole and absolute discretion, that each of the following conditionsconditions has been fulfilled: (a) The Administrative the Agent and the Incremental Term Lender shall have received from the Borrower, Holdings, each Subsidiary Guarantor, the Administrative Agent, the Collateral Agent and the Incremental Term Lender either (i) a counterpart of this Agreement signed on behalf of such party or (ii) written evidence reasonably satisfactory to the Administrative Agent and the Incremental Term Lender (which may include telecopy or other electronic transmission (including “pdf”) of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement. (b) The Administrative Agent and the Incremental Term Lender shall have received, on behalf of such parties and the Lenders, an opinion of ▇▇▇▇▇▇ & Bird LLP, as special counsel for the Loan Parties and ▇▇▇▇ Plant ▇▇▇▇▇, as Minnesota special counsel for the Loan Parties, each dated as of the Incremental Facility Closing Date and addressed to the Administrative Agent, the Incremental Term Lender and the Lenders, and of such other counsel to the Loan Parties satisfactory to the Administrative Agent and the Incremental Term Lender, in each casefollowing, in form and substance reasonably and, in the case of the materials referred to in clauses (i), (ii), (iii), (vi) and (vii), certified in a manner satisfactory to the Administrative Agent and the Incremental Term Lender.Agent: (c) The Administrative Agent shall have received: (i) a certificate as of the Secretary or an Assistant Secretary of the Borrower, dated the requested date for the making of such Loan, substantially in the form of Schedule 2.01(a)(i), to which shall be attached copies of the good standing resolutions and by-laws referred to in such certificate; (ii) a copy of each Loan Partythe certificate or articles of incorporation of the Borrower, certified, as of a recent date, from by the Secretary of State or similar Governmental Authority other appropriate official of the state Borrower's jurisdiction of its incorporation or organization and incorporation; (iiiii) an Officer’s Certificate of a good standing certificate with respect to the Secretary or Assistant Secretary of each Loan Party dated the Incremental Facility Closing Date and certifying (A) that attached thereto are copies of the certificate or articles of incorporation or organizationBorrower, including all amendments thereto, of each Loan Party, certified issued as of a recent date by the Secretary of State or other appropriate official of the state Borrower's jurisdiction of its organizationincorporation; (iv) an opinion of counsel for the Borrower, dated the requested date for the making of such Loan, in the form of Schedule 2.01(a)(iv), with such changes as the Agent shall approve; (v) an opinion of counsel for the Agent, dated the requested date for the making of such Loan, in the form of Schedule 2.01(a)(v), with such changes as the Agent shall approve; (vi) a certificate in the form of Schedule 2.01(a)(vi), with such changes as the Agent shall approve; (vii) a copy of each Governmental Approval and other consent or approval listed on Schedule Annex C-3; (viii) a certificate of the vice chairman or chief financial officer of the Borrower, dated the requested date for the making of such Loan, setting forth the manner and degree of detail in which the Borrower will make the calculations required by paragraph 3 of Schedule Annex E-1(c); (ix) a duly executed Note for each Bank; (x) either (A) such duly executed UCC-1 financing statements, or UCC-3 amendments to financing statements, and other documents as the Agent may request, the filing or recordation of which is necessary or appropriate in the Agent's determination to create or perfect a security interest in the Collateral under Applicable Law, or (B) that attached thereto are the true and complete copy evidence of the bylaws filing or operating recordation of the same in such offices as the Agent shall have specified; (xi) such instruments and other documents as the Agent may request, the possession of which is necessary or limited liability companyappropriate in the Agent's determination to create or perfect a security interest in the Collateral under Applicable Law; (xii) agreement an appraisal, in a form and substance and as of a date satisfactory to the Agent, of the HFI Borrowing Base Servicing Rights, the HFS Borrowing Base Servicing Rights and the Hedge Contracts, prepared by an appraiser or appraisers satisfactory to the Agent; (xiii) five duly executed, undated copies of the FNMA Power of Attorney; and (xiv) such additional materials as any Bank may have requested pursuant to Section 1(f) of Annex E; (b) all fees payable on or prior to the requested date of such Loan Party as pursuant to Section 1.08, and all amounts payable pursuant to Section 9.02 for which invoices have been delivered to the Borrower on or prior to such date, shall have been paid in effect full or arrangements satisfactory to the Agent shall have been made to cause them to be paid in full concurrently with the disbursement of the proceeds of the Loan to be made on such date; (c) all acts and conditions (including the Incremental Facility Closing Dateobtaining of any necessary Governmental Approvals and the making of any required filings, (Crecordings or registrations) that attached thereto is a true required to be done and complete copy of resolutions duly adopted by the Governing Board of such Loan Party authorizing performed and to have happened precedent to the execution, delivery and performance of the Loan Documents and to which constitute the same legal, valid and binding obligations, enforceable in accordance with their respective terms, shall have been done and performed and shall have happened in due and strict compliance with all Applicable Law or if any of such Person is a party have not been done, performed or happened, such has been expressly disclosed to the Agent and waived by all of the Banks in writing; (d) the Borrower shall have made arrangements satisfactory to the Agent such that, upon the effectiveness of this Agreement, the Borrower shall have borrowed and repaid the Loans in amounts such that the Loans (and the Types thereof) shall be pro rata in accordance with Section 1.14; and (e) all amounts (other than, in the case of any Bank under the BorrowerExisting Revolving/Term Credit Agreement that shall continue to be a Bank immediately after the Effective Date) owing pursuant to the Existing Revolving/Term Credit Agreement to the Agent, Co-Agents, Collateral Agent or any Bank (as such term is defined in the borrowings hereunder, and that such resolutions Existing Revolving/Term Credit Agreement) shall have not been modified, rescinded or amended and are paid in full force and effect, and (D) as or arrangements satisfactory to the incumbency and specimen signature of each officer executing any Loan Document on behalf of such Loan Party and countersigned by another officer as to the incumbency and specimen signature of the Secretary or Assistant Secretary executing the certificate pursuant to clause (ii) above. (d) The Administrative Agent shall have received an Officer’s Certificate, dated the Incremental Facility Closing Date and signed by a Financial Officer of the Borrower, certifying compliance been made to cause them to be paid in full concurrently with the conditions precedent set forth in Sections 3(f), (g), (i) and (j) hereof (and, in the case of clause (i), attaching calculations demonstrating such compliance). (e) The Incremental Term Lender shall have received (i) all fees due and payable on the Incremental Facility Closing Date pursuant to any agreement relating to the arrangement of the Incremental Term Loan Commitments and (ii) to the extent invoiced at least two Business Days prior to the Incremental Facility Closing Date, all costs and expenses due and payable (whether pursuant to the Loan Documents or any agreement relating to the arrangement of the Incremental Term Loan Commitments) on or prior to the Incremental Facility Closing Date, including, to the extent invoiced, reimbursement or payment of all reasonable and documented out of pocket costs and expenses (including, without limitation, reasonable fees, charges and disbursements of ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP) required to be reimbursed or paid by the Loan Parties hereunder or under any Loan Document. (f) The representations and warranties of each Loan Party set forth in Section 5 of this Agreement and in each other Loan Document shall be true and correct in all material respects on and as of the Incremental Facility Closing 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 or period, in which case they shall be true and correct in all material respects as of such earlier date or period; provided that any representation and warranty that is qualified as to “materiality”, “Material Adverse Effect” or similar language shall be true and correct (after giving effect to any qualification therein) in all respects on the Incremental Facility Closing Date or on such earlier date, as the case may be. (g) No Default or Event of Default shall exist or would immediately result from the extension of the Incremental Term Loans or from the application disbursement of the proceeds therefrom. (h) The Borrower shall have delivered or caused of the Loans to be delivered to the Administrative Agent and the Incremental Term Lender a solvency certificate from the Chief Financial Officer of Holdings setting forth the conclusions that, after giving effect to the transactions contemplated hereby, Holdings and its Subsidiaries (made on a consolidated basis) are Solventsuch date. (i) The incurrence of the Incremental Term Loans and the application of proceeds thereof (and assuming the Incremental Term Loans are fully drawn) complies with the requirements set forth in Section 2.22(a) of the Credit Agreement. (j) The Borrower shall have given notice of the prepayment of the outstanding “Revolving Loans” under and as defined in the Revolving Credit Agreement in accordance with Section 2.12(b) of the Revolving Credit Agreement, and substantially contemporaneously with the funding of the Incremental Term Loans, shall have made such prepayment of such Revolving Loans. (k) The Administrative Agent and the Incremental Term Lender shall have received prior to the Incremental Facility Closing Date, to the extent requested from the Borrower in writing by the Administrative Agent at least 2 Business Days prior the Incremental Facility Closing Date, all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the USA Patriot Act that has been requested by the Administrative Agent prior to the Incremental Facility Closing Date.

Conditions to Effectiveness of this Agreement. This Agreement shall become effective on and as The obligation of the date hereof (Lender to make the “Incremental Facility Closing Date”)Term Loan hereunder is subject to satisfaction, upon satisfaction or waiver in accordance with Section 10.01, of only the following conditionsconditions precedent: (a) The Administrative Agent and the Incremental Term Lender shall have received from each of the Borrower, Holdingsfollowing, each Subsidiary Guarantor, the Administrative Agent, the Collateral Agent and the Incremental Term Lender either of which shall be originals or telecopies (i) a counterpart of this Agreement signed on behalf of such party or (ii) written evidence reasonably satisfactory to the Administrative Agent and the Incremental Term Lender (which may include telecopy or other electronic transmission (including “pdf”) of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement. (b) The Administrative Agent and the Incremental Term Lender shall have received, on behalf of such parties and the Lenders, an opinion of ▇▇▇▇▇▇ & Bird LLP, as special counsel for the Loan Parties and ▇▇▇▇ Plant ▇▇▇▇▇, as Minnesota special counsel for the Loan Partiesfollowed promptly by originals), each dated as of the Incremental Facility Closing Date and addressed to the Administrative Agent, the Incremental Term Lender and the Lenders, and of such other counsel to the Loan Parties satisfactory to the Administrative Agent and the Incremental Term Lender, in each case, in form and substance reasonably satisfactory to the Administrative Agent and the Incremental Term Lender. (c) The Administrative Agent shall have received: (i) a certificate as to the good standing of each Loan Party, as of a recent date, from the Secretary of State or similar Governmental Authority of the state of its incorporation or organization and (ii) an Officer’s Certificate of the Secretary or Assistant Secretary of each Loan Party dated the Incremental Facility Closing Date and certifying (A) that attached thereto are copies of the certificate or articles of incorporation or organization, including all amendments thereto, of each Loan Party, certified as of a recent date by the Secretary of State of the state of its organization, (B) that attached thereto are the true and complete copy of the bylaws or operating (or limited liability company) agreement of such Loan Party as in effect on the Incremental Facility Closing Date, (C) that attached thereto is a true and complete copy of resolutions duly adopted by the Governing Board of such Loan Party authorizing the execution, delivery and performance of the Loan Documents to which such Person is a party andor, in the case of certificates of governmental officials, a recent date before the BorrowerClosing Date), each in form and substance satisfactory to the borrowings hereunderLender and in such number of originals or copies as may be requested by the Lender: (i) duly executed counterparts of this Agreement; (ii) a Term Note duly executed by the Borrower in favor of the Lender, if requested by the Lender; (iii) such duly executed certificates of resolutions or consents, incumbency certificates and/or other duly executed certificates of Responsible Officers of the Borrower as the Lender 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 Agreement and the other Loan Documents to which the Borrower is a party or is to be a party; (iv) such documents and duly executed certifications as the Lender may reasonably require to evidence that the Borrower is duly organized, and that such resolutions the Borrower is validly existing, in good standing and qualified to engage in business in its jurisdiction of incorporation and each other jurisdiction in which it conducts business, except where the failure to be so qualified could not, individually or in the aggregate, reasonably be expected to have not been modified, rescinded or amended and are in full force and effect, and (D) as to the incumbency and specimen signature of each officer executing any Loan Document on behalf of such Loan Party and countersigned by another officer as to the incumbency and specimen signature of the Secretary or Assistant Secretary executing the certificate pursuant to clause (ii) above.a Material Adverse Effect; (dv) The Administrative Agent shall have received an Officer’s Certificate, dated the Incremental Facility Closing Date and signed by a Financial Officer of the Borrower, certifying compliance with the conditions precedent set forth in Sections 3(f), (g), (i) and (j) hereof (and, in the case of clause (i), attaching calculations demonstrating such compliance). (e) The Incremental Term Lender shall have received (i) all fees due and payable on the Incremental Facility Closing Date pursuant to any agreement relating to the arrangement of the Incremental Term Loan Commitments and (ii) to the extent invoiced at least two Business Days prior to the Incremental Facility Closing Date, all costs and expenses due and payable (whether pursuant to the Loan Documents or any agreement relating to the arrangement of the Incremental Term Loan Commitments) on or prior to the Incremental Facility Closing Date, including, to the extent invoiced, reimbursement or payment of all reasonable and documented out of pocket costs and expenses (including, without limitation, reasonable fees, charges and disbursements favorable opinion of ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, counsel to the Borrower, addressed to the Lender, in substantially the form of Exhibit E; (vi) a certificate of the chief executive officer, chief financial officer or an executive vice president of the Borrower either (A) attaching copies of all governmental, shareholder and third-party consents, licenses and approvals required in connection with the execution, delivery and performance by the Borrower of the Loan Documents, and such governmental, shareholder and third-party consents, licenses and approvals shall be in full force and effect, or (B) stating that no such governmental, shareholder or third-party consents, licenses or approvals are so required; (vii) a certificate signed by the chief executive officer, chief financial officer or an executive vice president of the Borrower certifying (A) that the conditions specified in Sections 4.01(h) and (i) have been satisfied and (B) that since March 31, 2008 no Material Adverse Effect has occurred; (viii) a certificate attesting to the Solvency of the Borrower, individually and together with its Subsidiaries, before and after giving effect to the Transaction (including the Term Loan made or to be reimbursed made and other obligations incurred or to be incurred on the Closing Date), from the chief executive officer, chief financial officer or an executive vice president of the Borrower, substantially in the form of Exhibit D hereto; (ix) a certified copy of the Warrant Agreement, together with all agreements, instruments and other documents delivered in connection therewith as the Lender shall request; and (x) such other assurances, certificates, documents, information or consents as the Lender may reasonably require. (b) To the extent invoiced to the Borrower, the Borrower shall have paid all accrued fees and expenses of the Lender (including the fees, disbursements and other charges of Skadden, Arps, Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇ LLP) that are due and payable on or before the Closing Date pursuant to Section 10.04; (c) The Closing Date shall have occurred prior to June 10, 2009. (d) All conditions to the consummation of the Tender Offer, other than the receipt of the proceeds of the Term Loan, shall have been satisfied and all Subordinated Notes that have been validly tendered in the Tender Offer and not properly withdrawn as of the Closing Date, up to $117,000,000 in aggregate principal amount, shall have been accepted for repurchase by the Loan Parties hereunder Borrower and, concurrently with the funding of the Term Loan, all such Subordinated Notes shall have been repurchased by the Borrower for cancellation and all obligations of the Borrower to the holders thereof shall have been satisfied. (e) All governmental, shareholder and third-party approvals and consents which the Lender determines in its discretion to be necessary, desirable or under advisable, in connection with the Transactions or the other transactions contemplated hereby shall have been received on terms and in a form satisfactory to the Lender and shall be in full force and effect, and all applicable waiting periods shall have expired without any Loan Documentaction being taken by any applicable authority. (f) The representations and warranties of each Loan Party set forth There shall not exist any action, suit, investigation, litigation or proceeding pending or threatened in Section 5 of this Agreement and any court or before any arbitrator or Governmental Authority (i) challenging or seeking damages or other relief in each other Loan Document shall be true and correct in all material respects on and as connection with any of the Incremental Facility Closing Date with Transactions or the same effect as though made on and as other transactions contemplated hereby, (ii) seeking to enjoin or prevent any of such datethe Transactions or the other transactions contemplated hereby, except to the extent such representations and warranties expressly relate to an earlier date or period(iii) that, in which case they shall be true the opinion of the Lender, would otherwise materially and correct in all material respects as adversely affect any of such earlier date the Transactions or period; provided the other transactions contemplated hereby or (iv) that any representation and warranty that is qualified as to “materiality”, “has or could have a Material Adverse Effect” or similar language shall be true and correct (after giving effect to any qualification therein) in all respects Effect on the Incremental Facility Closing Date Borrower or on such earlier date, as its Subsidiaries or any of the case may beTransactions or the other transactions contemplated hereby. (g) No Default or Event of Default shall exist or would immediately result from the extension of the Incremental Term Loans or from the application of the proceeds therefrom. (h) The Borrower shall have delivered or caused to be delivered to the Administrative Agent and the Incremental Term Lender a solvency certificate from the Chief Financial Officer of Holdings setting forth the conclusions that, after giving effect to the transactions contemplated hereby, Holdings and its Subsidiaries (on a consolidated basis) are Solvent. (i) The incurrence of the Incremental Term Loans and the application of proceeds thereof (and assuming the Incremental Term Loans are fully drawn) complies with the requirements set forth in Section 2.22(a) of the Credit Agreement. (j) The Borrower shall have given notice of the prepayment of the outstanding “Revolving Loans” under and as defined in the Revolving Credit Agreement in accordance with Section 2.12(b) of the Revolving Credit Agreement, and substantially contemporaneously with the funding of the Incremental Term Loans, shall have made such prepayment of such Revolving Loans. (k) The Administrative Agent and the Incremental Term Lender shall have received received, at least five Business Days prior to the Incremental Facility Closing Date, to the extent requested from the Borrower in writing by the Administrative Agent at least 2 Business Days prior the Incremental Facility Closing Date, all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-anti money laundering rules and regulations, including without limitation the USA Patriot Act that has been requested by Act. (h) The representations, warranties and certifications of or on behalf of the Administrative Agent prior Borrower contained in Article V or any other Loan Document, or which are contained in any certificate or other document furnished at any time under or in connection herewith or therewith, shall be true and correct on and as of the Closing Date (in each case both before and after giving effect thereto), except to the Incremental Facility 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, and except that for purposes of this Section 4.01, the representations and warranties contained in Sections 5.05(a) and (b) shall be deemed to refer to the most recent statements furnished pursuant to Sections 6.01(a) or (b). (i) No Default or Event of Default has occurred and is continuing, or would result from the making of the Term Loan or from the application of the proceeds therefrom. (j) The OEM Agreement shall remain in full force and effect. (k) The Warrant Agreement shall remain in full force and effect. (l) The Lender shall have received a Borrowing Notice upon not less than three Business Days prior written notice of the Closing Date. (m) The Lender shall have received such other approvals, opinions or documents as the Lender may reasonably request.

Conditions to Effectiveness of this Agreement. This Agreement shall become be effective on and as upon satisfaction (or waiver in accordance with Section 10.01) of the date hereof conditions precedent set forth in this Section 4.01; provided that the obligations of the Lenders to make Credit Extensions hereunder are subject to satisfaction (or waiver in accordance with Section 10.01) of the “Incremental Facility Closing Date”), upon satisfaction of only the following conditionsconditions precedent set forth in Section 4.02: (a) The Administrative Agent’s receipt of the following, each of which shall be originals, facsimiles or “pdf” electronic copies (followed promptly by originals) unless otherwise specified, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date): (i) executed counterparts of this Agreement, in the number requested by the Administrative Agent; (ii) executed counterparts of the Master Assignment, sufficient in number for distribution as reasonably requested by the Administrative Agent; (iii) a Note executed by the Borrower in favor of each Lender requesting a Note; (iv) a certificate of a secretary or assistant secretary of the Borrower (attaching resolutions, incumbency certificates as the Administrative Agent may reasonably require and true, correct and complete copies of Borrower’s Organization Documents) evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the Incremental Term Lender shall have received other Loan Documents; (v) a certificate as to the good standing (or such other customary functionally equivalent certificate) of the Borrower from the Secretary of State (or other applicable Governmental Authority) of Oklahoma; (vi) [Reserved]; (vii) a favorable opinion of GableGotwals, counsel to the Borrower, Holdings, each Subsidiary Guarantor, addressed to the Administrative Agent, the Collateral Agent and each Lender as of the Incremental Term Lender either (i) a counterpart of this Agreement signed on behalf of such party or (ii) written evidence Closing Date, reasonably satisfactory to the Administrative Agent and the Incremental Term Lender (which may include telecopy or other electronic transmission (including “pdf”) of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement.Arrangers; (b) The Administrative Agent and the Incremental Term Lender shall have received, on behalf of such parties and the Lenders, an opinion of ▇▇▇▇▇▇ & Bird LLP, as special counsel for the Loan Parties and ▇▇▇▇ Plant ▇▇▇▇▇, as Minnesota special counsel for the Loan Parties, each dated as of the Incremental Facility Closing Date and addressed to the Administrative Agent, the Incremental Term Lender and the Lenders, and of such other counsel to the Loan Parties satisfactory to the Administrative Agent and the Incremental Term Lender, in each case, in form and substance reasonably satisfactory to the Administrative Agent and the Incremental Term Lender. (c) The Administrative Agent shall have received: (iviii) a certificate as to the good standing of each Loan Party, as of a recent date, from the Secretary of State or similar Governmental Authority Responsible Officer of the state of its incorporation or organization and (ii) an Officer’s Certificate of the Secretary or Assistant Secretary of each Loan Party dated the Incremental Facility Closing Date and certifying Borrower (A) that attached thereto are either (x) attaching copies of the certificate or articles of incorporation or organizationall consents, including all amendments thereto, of each Loan Party, certified as of a recent date by the Secretary of State of the state of its organization, (B) that attached thereto are the true licenses and complete copy of the bylaws or operating (or limited liability company) agreement of such Loan Party as approvals required in effect on the Incremental Facility Closing Date, (C) that attached thereto is a true and complete copy of resolutions duly adopted by the Governing Board of such Loan Party authorizing connection with the execution, delivery and performance by the Borrower and the validity against the Borrower of the Loan Documents to which such Person is a party and, in the case of the Borrower, the borrowings hereunderDocuments, and that such resolutions have not been modifiedconsents, rescinded or amended licenses and are approvals shall be in full force and effect, or (y) stating that no such consents, licenses or approvals are so required; and (DB) certifying as to the incumbency and specimen signature of each officer executing any Loan Document solvency (on behalf of such Loan Party and countersigned by another officer as to the incumbency and specimen signature a consolidated basis) of the Secretary or Assistant Secretary executing the certificate pursuant to clause (ii) above.Borrower and its Subsidiaries; (dix) The Administrative Agent shall have received an Officer’s Certificate, dated the Incremental Facility Closing Date and a certificate signed by a Financial Responsible Officer of the Borrower, Borrower certifying compliance with the conditions precedent set forth in Sections 3(f)(A) that no Default exists, (g), (iB) and (j) hereof (and, in that the case of clause (i), attaching calculations demonstrating such compliance). (e) The Incremental Term Lender shall have received (i) all fees due and payable on the Incremental Facility Closing Date pursuant to any agreement relating to the arrangement of the Incremental Term Loan Commitments and (ii) to the extent invoiced at least two Business Days prior to the Incremental Facility Closing Date, all costs and expenses due and payable (whether pursuant to the Loan Documents or any agreement relating to the arrangement of the Incremental Term Loan Commitments) on or prior to the Incremental Facility Closing Date, including, to the extent invoiced, reimbursement or payment of all reasonable and documented out of pocket costs and expenses (including, without limitation, reasonable fees, charges and disbursements of ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP) required to be reimbursed or paid by the Loan Parties hereunder or under any Loan Document. (f) The representations and warranties of each Loan Party set forth the Borrower contained in Section 5 of this Agreement and in each other Loan Document shall be Article V are true and correct in all material respects on and as of the Incremental Facility Closing Date with the same effect as though made on and as of such daterespects, except to the extent that such representations and warranties expressly relate specifically refer to an earlier date or perioddate, in which case they shall be true and correct in all material respects as of such earlier date, except that such materiality qualifier shall not apply to the extent that any such representation or warranty is qualified by materiality, and (C) that there has been no event or circumstance since the date of the Audited Financial Statements that has had or periodcould be reasonably expected to have, either individually or in the aggregate, (1) a material adverse change in, or a material adverse effect upon, the operations, assets or financial condition of the Borrower and its Subsidiaries taken as a whole; provided that any representation however (x) a downgrade by S&P or ▇▇▇▇▇’▇ of their respective Debt Ratings shall not, in and warranty that is qualified as to of itself, be deemed “materialitymaterially adverse”, and (y) the fact that the Borrower is unable to borrow in the commercial paper market shall not, in and of itself, be deemed to be “Material Adverse Effect” materially adverse”, (2) a material impairment of the ability of the Borrower to perform its payment obligations under any Loan Document to which it is a party; or similar language shall be true and correct (after giving 3) a material adverse effect upon the legality, validity, binding effect or enforceability against the Borrower of any Loan Document to any qualification therein) in all respects on the Incremental Facility Closing Date or on such earlier date, as the case may be.which it is a party; and (g) No Default or Event of Default shall exist or would immediately result from the extension of the Incremental Term Loans or from the application of the proceeds therefrom. (hx) The Borrower shall have delivered or caused the financial statements required to be delivered pursuant to Section 6.01 to the Administrative Agent and the Incremental Term Lender a solvency certificate from the Chief Financial Officer of Holdings setting forth the conclusions thatAgent; provided, after giving effect to the transactions contemplated herebyhowever, Holdings and its Subsidiaries (that such delivery may be completed by making such financial statements available on a consolidated basis) are Solvent▇▇▇▇▇. (ib) The incurrence of the Incremental Term Loans and the application of proceeds thereof (and assuming the Incremental Term Loans are fully drawn) complies with the requirements set forth in Section 2.22(a) of the Credit Agreement. (j) The Borrower shall have given notice of the prepayment of the outstanding “Revolving Loans” under and as defined in the Revolving Credit Agreement in accordance with Section 2.12(b) of the Revolving Credit Agreement, and substantially contemporaneously with the funding of the Incremental Term Loans, shall have made such prepayment of such Revolving Loans. (k) The Administrative Agent and the Incremental Term Lender Lenders shall have received prior to the Incremental Facility Closing Date, to the extent requested from the Borrower in writing by the Administrative Agent at least 2 Business Days prior the Incremental Facility Closing Date, all such documentation and other information as may be required by regulatory authorities under them in order to enable compliance with applicable “know your customer” and anti-money laundering rules and regulations, including the information required by the USA Patriot PATRIOT Act that has and information described in Section 10.18. (c) Any fees and expenses required to be paid by the Borrower (whether in connection with the Existing Credit Agreement or this Agreement) on or before the Closing Date shall have been requested paid, including upfront fees payable to Lenders and fees and expenses payable to the Arrangers and the Administrative Agent. (d) Unless waived by the Administrative Agent, the Borrower shall have paid all Attorney Costs (related to ▇▇▇▇▇▇ and ▇▇▇▇▇, LLP) of the Administrative Agent and the Left Lead Arranger to the extent invoiced prior to or on the Closing Date, plus such additional amounts of Attorney Costs as shall constitute its reasonable estimate of Attorney Costs (related to ▇▇▇▇▇▇ and ▇▇▇▇▇, LLP) incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between the Borrower and the Administrative Agent and the Left Lead Arranger). Without limiting the generality of the provisions of the last paragraph of Section 9.03, for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required under this Section 4.01 to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the Incremental Facility proposed Closing Date specifying its objection thereto. The Administrative Agent shall notify the Lenders and the Borrower of the Closing Date, and such notice shall be binding and conclusive. Notwithstanding the foregoing, the obligations of the Lenders to make Loans and of the L/C Issuers to issue Letters of Credit hereunder shall not become effective unless each of the foregoing conditions is satisfied (or waived in accordance with Section 10.01(a)) at or prior to 5 p.m., New York City time, on December 4, 2017, and in the event such conditions are not so satisfied or waived, the Commitments shall terminate at such time.

Conditions to Effectiveness of this Agreement. This Agreement is being executed and delivered on the Closing Date and shall become effective on and as of the date hereof April 7, 2006 (the “Incremental Facility Closing Effective Date”), ) upon the satisfaction of only the following conditionsconditions precedent: (a) The Administrative Agent and Agent’s receipt of the Incremental Term Lender shall have received from the Borrower, Holdingsfollowing, each Subsidiary Guarantorof which shall be originals or facsimiles (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the Administrative Agentsigning Loan Party, each dated the Collateral Agent Effective Date (or, in the case of certificates of governmental officials, a recent date before the Effective Date) and the Incremental Term Lender either (i) a counterpart of this Agreement signed on behalf of such party or (ii) written evidence reasonably each in form and substance satisfactory to the Administrative Agent and each of the Incremental Term Lenders: (i) executed counterparts of this Agreement and the Guaranties, sufficient in number for distribution to the Administrative Agent, each Lender and each Borrower; (which may include telecopy ii) a Note executed by each Borrower, as applicable in favor of each Lender requesting a Note; (iii) such certificates of resolutions or other electronic transmission (including “pdf”) action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a signed signature page of Responsible Officer in connection with this Agreement) that Agreement and the other Loan Documents to which such party has signed Loan Party is a counterpart of this Agreement.party; (biv) The such documents and certificates as the Administrative Agent may reasonably require to evidence that each Loan Party is duly organized or formed, validly existing and in good standing issued by appropriate public officials of the Incremental Term Lender shall have received, on behalf jurisdiction of such parties and the LendersLoan Party’s organization or formation; (v) favorable opinions of (i) Skadden, an opinion of Arps, Slate, M▇▇▇▇▇▇ & Bird LLP, as special counsel for the Loan Parties and ▇F▇▇▇ Plant ▇▇▇▇▇LLP, as Minnesota special counsel for to the Loan Parties, each dated as of the Incremental Facility Closing Date and addressed to the Administrative Agent, the Incremental Term Lender and the Lenders, and of such other counsel to the Loan Parties satisfactory to the Administrative Agent and the Incremental Term Lender, in each case, in form and substance reasonably satisfactory to the Administrative Agent and the Incremental Term Lender. (c) The Administrative Agent shall have received: (i) a certificate as to the good standing of each Loan Party, as of a recent date, from the Secretary of State or similar Governmental Authority of the state of its incorporation or organization and (ii) an Officer’s Certificate of the Secretary or Assistant Secretary of each Loan Party dated the Incremental Facility Closing Date and certifying (A) that attached thereto are copies of the certificate or articles of incorporation or organization, including all amendments thereto, of each Loan Party, certified as of a recent date by the Secretary of State of the state of its organization, (B) that attached thereto are the true and complete copy of the bylaws or operating (or limited liability company) agreement of such Loan Party as in effect on the Incremental Facility Closing Date, (C) that attached thereto is a true and complete copy of resolutions duly adopted by the Governing Board of such Loan Party authorizing the execution, delivery and performance of the Loan Documents to which such Person is a party and, in the case of the Borrower, the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, and (D) as to the incumbency and specimen signature of each officer executing any Loan Document on behalf of such Loan Party and countersigned by another officer as to the incumbency and specimen signature of the Secretary or Assistant Secretary executing the certificate pursuant to clause (ii) above. (d) The Administrative Agent shall have received an Officer’s Certificate, dated the Incremental Facility Closing Date and signed by a Financial Officer of the Borrower, certifying compliance with the conditions precedent set forth in Sections 3(f), (g), (i) and (j) hereof (and, in the case of clause (i), attaching calculations demonstrating such compliance). (e) The Incremental Term Lender shall have received (i) all fees due and payable on the Incremental Facility Closing Date pursuant to any agreement relating to the arrangement of the Incremental Term Loan Commitments and (ii) to the extent invoiced at least two Business Days prior to the Incremental Facility Closing Date, all costs and expenses due and payable (whether pursuant to the Loan Documents or any agreement relating to the arrangement of the Incremental Term Loan Commitments) on or prior to the Incremental Facility Closing Date, including, to the extent invoiced, reimbursement or payment of all reasonable and documented out of pocket costs and expenses (including, without limitation, reasonable fees, charges and disbursements of ▇▇▇▇▇▇ & ▇▇▇▇▇ LLP, counsel to the Canadian Borrowers, and (iii) S▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP) required Stirling Scales, counsel to be reimbursed or paid by the Loan Parties hereunder or under any Loan Document. (f) The representations Canadian Borrowers and warranties of each Loan Party set forth in Section 5 of this Agreement and Devon Financing ULC, in each other Loan Document shall be true and correct in all material respects on and as of the Incremental Facility Closing 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 or period, in which case they shall be true and correct in all material respects as of such earlier date or period; provided that any representation and warranty that is qualified as to “materiality”, “Material Adverse Effect” or similar language shall be true and correct (after giving effect to any qualification therein) in all respects on the Incremental Facility Closing Date or on such earlier date, as the case may be. (g) No Default or Event of Default shall exist or would immediately result from the extension of the Incremental Term Loans or from the application of the proceeds therefrom. (h) The Borrower shall have delivered or caused to be delivered addressed to the Administrative Agent and each Lender, as to the Incremental Term Lender matters set forth in Exhibit H, as applicable, and such other matters concerning the Loan Parties and the Loan Documents as the Required Lenders may reasonably request; (vi) a solvency certificate from the Chief Financial signed by a Responsible Officer of Holdings setting forth the conclusions thatUS Borrower certifying (A) that the conditions specified in Sections 6.02(a) and (b) have been satisfied, after giving effect (B) that there has been no event or circumstance since the date of the Audited Financial Statements that has had or could be reasonably expected to have, either individually or in the transactions contemplated herebyaggregate, Holdings a Material Adverse Effect; and its Subsidiaries (on C) the current Debt Ratings; and (vii) a consolidated basis) are Solventduly completed Compliance Certificate as of December 31, 2005, signed by a Responsible Officer of the US Borrower. (ib) The incurrence All accrued but unpaid interest, facility fees, utilization fees, letter of credit fees, and other fees and expenses due and payable under the Incremental Term Loans and Existing Credit Agreement shall be paid on the application of proceeds thereof (and assuming the Incremental Term Loans are fully drawn) complies with the requirements set forth in Section 2.22(a) of the Credit AgreementEffective Date. (jc) The Borrower Any fees required to be paid on or before the Effective Date shall have given notice of the prepayment of the outstanding “Revolving Loans” under and as defined in the Revolving Credit Agreement in accordance with Section 2.12(b) of the Revolving Credit Agreement, and substantially contemporaneously with the funding of the Incremental Term Loans, shall have made such prepayment of such Revolving Loansbeen paid. (kd) The Unless waived by the Administrative Agent, the Borrowers shall have paid all reasonable and documented Attorney Costs of the Administrative Agent and the Incremental Term Lender shall have received prior to the Incremental Facility Closing Date, to the extent requested from invoiced prior to or on the Borrower in writing Effective Date, plus such additional amounts of Attorney Costs as shall constitute its reasonable estimate of Attorney Costs incurred or to be incurred by it through the closing proceedings; provided that such estimate shall not thereafter preclude a final settling of accounts between the Borrowers and the Administrative Agent at least 2 Business Days prior the Incremental Facility Closing DateAgent; and provided further that, as used in this Section 6.01(d), “Attorney Costs” shall include (i) all documentation fees, expenses and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the USA Patriot Act that has been requested by disbursements of only one law firm constituting U.S. counsel to the Administrative Agent prior to the Incremental Facility Closing Date.Agent, and

Conditions to Effectiveness of this Agreement. This The effectiveness of this Agreement shall become effective and the obligations of each Lender to make Term Loans on the Closing Date is subject to the satisfaction or waiver by the Required Lenders in their respective sole discretion and, with respect to any condition affecting the rights and as duties of the date hereof (Administrative Agent, the “Incremental Facility Closing Date”)Administrative Agent, upon any which waiver by the Required Lenders and the satisfaction of only the Required Lenders, with any document described in this Section 4.01, as applicable, which may be communicated via an email from each of the Lender Advisors, of the following conditions: (a) The Administrative Agent and Agent’s receipt of the Incremental Term Lender shall have received from the Borrower, Holdingsfollowing, each Subsidiary Guarantor, properly executed by a Responsible Officer of the Administrative Agent, the Collateral Agent and the Incremental Term Lender either signing Loan Party (i) a counterpart of this Agreement signed on behalf of such party or (ii) written evidence reasonably satisfactory to the Administrative Agent and the Incremental Term Lender (which may include telecopy or other electronic transmission (including “pdf”) of extent a signed signature page of this Agreement) that such Loan Party is party has signed a counterpart of this Agreement. (b) The Administrative Agent and the Incremental Term Lender shall have received, on behalf of such parties and the Lenders, an opinion of ▇▇▇▇▇▇ & Bird LLP, as special counsel for the Loan Parties and ▇▇▇▇ Plant ▇▇▇▇▇, as Minnesota special counsel for the Loan Partiesthereto), each dated as of the Incremental Facility Closing Date and addressed to the Administrative Agent, the Incremental Term Lender and the Lenders, and of such other counsel to the Loan Parties satisfactory to the Administrative Agent and the Incremental Term Lender(or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each case, in form and substance reasonably satisfactory to the Administrative Agent and the Incremental Term Lender.Agent: (c) The Administrative Agent shall have received: (i) executed counterparts of this Agreement; (ii) an original Note executed by the Borrower in favor of each Lender requesting a certificate Note; (iii) executed counterparts of the Administrative Agent Fee Letter; (iv) a security agreement, in substantially the form of Exhibit E hereto (together with each security agreement supplement delivered pursuant to Section 6.11, in each case as to amended, the good standing of “Security Agreement”), duly executed by each Loan Party, as together with: (A) except to the extent required to be delivered pursuant to Section 6.13(c), certificates and instruments, if any, representing the applicable Collateral referred to therein accompanied by undated stock powers or instruments of transfer executed in blank, (B) financing statements in form appropriate for filing under the Uniform Commercial Code of all jurisdictions that the Administrative Agent may deem necessary or desirable in order to perfect the Liens created under the Security Agreement, covering the Collateral described in the Security Agreement, (C) copies of UCC, United States Patent and Trademark Office and United States Copyright Office, tax and judgment lien searches, bankruptcy searches and pending lawsuit searches, or equivalent reports or searches, each of a recent datedate listing all effective financing statements, from lien notices or comparable documents (together with copies of such financing statements and documents) that name any Loan Party as debtor and that are filed in those state and county jurisdictions in which any Loan Party is organized or maintains its principal place of business and such other searches that are required by the Secretary of State Perfection Certificate or similar Governmental Authority that the Administrative Agent (acting at the Direction of the state Required Lenders) reasonably deems necessary or appropriate, none of its incorporation which encumber the Collateral covered or organization and intended to be covered by the Collateral Documents (iiother than Permitted Liens), (D) an Officer’s a Perfection Certificate duly executed by each of the Secretary Loan Parties, (E) a Copyright Security Agreement, Patent Security Agreement and Trademark Security Agreement (as each such term is defined in the Security Agreement and to the extent applicable) (together with each other intellectual property security agreement delivered pursuant to Section 6.11, in each case as amended or Assistant Secretary supplemented, the “Intellectual Property Security Agreement”), duly executed by each applicable Loan Party, together with evidence that all action that the Administrative Agent may reasonably deem necessary or desirable in order to perfect the Liens created under the Intellectual Property Security Agreement has been taken, and (F) Control Agreements, duly executed by the Collateral Agent, each applicable Loan Party and each applicable depository bank or securities intermediary, with respect to all Deposit Accounts and Securities Accounts maintained by the Loan Parties as of the Closing Date (other than Excluded Accounts); (v) a certificate signed by a Responsible Officer of each Loan Party dated the Incremental Facility Closing Date and certifying certifying: (A) that attached thereto are copies a copy of the certificate or articles of incorporation incorporation, certificate of limited partnership, certificate of formation or organizationother equivalent constituent and governing documents, including all amendments thereto, of each such Loan Party, (1) in the case of a corporation, certified as of a recent date by the Secretary of State (or other similar official) of the state 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, (B) 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), (C) that attached thereto are the is a true and complete copy of the bylaws or operating by-laws (or partnership agreement, limited liability companycompany agreement or other equivalent constituent and governing documents) agreement of such Loan Party as in effect on the Incremental Facility Closing Date, Date and at all times since a date prior to the date of the resolutions described in clause (CD) below, (D) that attached thereto is a true and complete copy of resolutions duly adopted by the Governing Board 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 dated as of the Closing Date to which such Person person is a party and, in the case of the Borrower, the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, and effect on the Closing Date, (DE) as to the incumbency and specimen signature of each officer executing any Loan Document or any other document delivered in connection herewith on behalf of such Loan Party and countersigned by another officer Party, and (F) as to the incumbency and specimen signature absence of any pending proceeding for the Secretary dissolution or Assistant Secretary executing the certificate pursuant to clause (ii) above. (d) The Administrative Agent shall have received an Officer’s Certificate, dated the Incremental Facility Closing Date and signed by a Financial Officer liquidation of the Borrower, certifying compliance with the conditions precedent set forth in Sections 3(f), (g), (i) and (j) hereof (and, in the case of clause (i), attaching calculations demonstrating such compliance). (e) The Incremental Term Lender shall have received (i) all fees due and payable on the Incremental Facility Closing Date pursuant to any agreement relating to the arrangement of the Incremental Term Loan Commitments and (ii) to the extent invoiced at least two Business Days prior to the Incremental Facility Closing Date, all costs and expenses due and payable (whether pursuant to the Loan Documents or any agreement relating to the arrangement of the Incremental Term Loan Commitments) on or prior to the Incremental Facility Closing Date, includingParty or, to the extent invoicedknowledge of such person, reimbursement or payment threatening the existence of all reasonable and documented out such Loan Party; (vi) a favorable opinion of pocket costs and expenses each of (including, without limitation, reasonable fees, charges and disbursements of A) ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, counsel to the Loan Parties, and (B) Lerman Senter PLLC, FCC counsel to the Loan Parties, addressed to the Administrative Agent and each Lender, in a form reasonably satisfactory to the Administrative Agent and the Lenders; (vii) a certificate signed by a Responsible Officer of the Borrower certifying that the conditions specified in Sections 4.01(f) and (g) have been satisfied; (viii) (A) the Audited Financial Statements and (B) the Quarterly Financial Statements; (ix) a certificate attesting to the Solvency of the Borrower and its Subsidiaries on a consolidated basis after giving effect to the Transactions, from the Borrower’s Vice President and Assistant Secretary, substantially in the form of Exhibit I hereto; (x) to the extent required by Section 6.07, (A) proof of insurance policies (including flood insurance, if applicable) and any endorsements thereto and (B) evidence that all such insurance policies name the Collateral Agent as additional insured (in the case of liability insurance and property insurance) or loss payee (solely in the case of property insurance), as applicable; and (xi) a Flow of Funds Statement executed by a Responsible Officer of the Borrower. (b) At least two (2) Business Days prior to be reimbursed or paid the Closing Date, each of the Agents and the Lenders shall have received all documentation and other information required by regulatory authorities with respect to the Loan Parties hereunder reasonably requested by such Agent or Lender at least three (3) Business Days prior to such date under applicable “know your customer” and anti-money laundering rules and regulations, including the USA Patriot Act. (c) The Borrower shall have paid (or shall have caused to be paid) all fees and out-of-pocket costs and expenses of (i) the Administrative Agent (including the reasonable and documented fees and expenses of ArentFox Schiff LLP, as counsel to the Administrative Agent) and (ii) the Lenders (including the reasonable and documented fees and expenses of the Lender Advisors), in each case, that have been invoiced on or prior to the Closing Date. (d) The Lenders shall be reasonably satisfied that all necessary regulatory, governmental and corporate approvals and consents have been received. (e) Since the Petition Date, there shall not have occurred any Loan Documentevent that has had or would reasonably be expected to have a Material Adverse Effect. (f) The representations and warranties of each Loan Party set forth in Section 5 of this Agreement and in each other the Loan Document Documents shall be true and correct in all material respects on and as of the Incremental Facility Closing Date 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 or period, (in which case they such representations and warranties shall be true and correct in all material respects as of such earlier date or perioddate); provided provided, that, to the extent that any representation such representations and warranty that is warranties are qualified as to “by materiality”, “Material Adverse Effect” material adverse effect or similar language language, they shall be true and correct (after giving effect to any qualification therein) in all respects on the Incremental Facility Closing Date or on such earlier date, as the case may berespects. (g) No Default or As of the Closing Date, no Event of Default or Default shall exist or would immediately result from the extension of the Incremental Term Loans or from the application of the proceeds therefromhave occurred and be continuing. (h) The Borrower After due inquiry, each Loan Party is unaware of any ongoing or continuing fraudulent activities in connection with its business. Without limiting the generality of the provisions of Section 9.03(e), for purposes of determining compliance with the conditions specified in this Section 4.01, each of the Lenders that has signed this Agreement shall be deemed to have delivered consented to, approved or caused accepted or to be delivered satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent and the Incremental Term Lender a solvency certificate from the Chief Financial Officer of Holdings setting forth the conclusions that, after giving effect to the transactions contemplated hereby, Holdings and its Subsidiaries (on a consolidated basis) are Solvent. (i) The incurrence of the Incremental Term Loans and the application of proceeds thereof (and assuming the Incremental Term Loans are fully drawn) complies with the requirements set forth in Section 2.22(a) of the Credit Agreement. (j) The Borrower shall have given notice of the prepayment of the outstanding “Revolving Loans” under and as defined in the Revolving Credit Agreement in accordance with Section 2.12(b) of the Revolving Credit Agreement, and substantially contemporaneously with the funding of the Incremental Term Loans, shall have made such prepayment of such Revolving Loans. (k) The Administrative Agent and the Incremental Term Lender shall have received notice from such Lender prior to the Incremental Facility proposed Closing Date, to the extent requested from the Borrower in writing by the Administrative Agent at least 2 Business Days prior the Incremental Facility Closing Date, all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the USA Patriot Act that has been requested by the Administrative Agent prior to the Incremental Facility Closing DateDate specifying its objection thereto.

Conditions to Effectiveness of this Agreement. This The effectiveness of this Agreement shall become effective on and as of the date hereof (the “Incremental Facility Closing Date”), upon is subject to prior or concurrent satisfaction of only each of the following conditions: (a) The Administrative Agent and the Incremental Term Lender This Agreement shall have received from been duly executed and delivered by each of the Borrower, Holdings, each Subsidiary Guarantor, the Administrative Agent, the Collateral each Agent and each Lender, including each “Lender” under the Incremental Term Lender either (i) a counterpart of this Previous Credit Agreement signed on behalf of such party or (ii) written evidence reasonably satisfactory immediately prior to the Administrative Agent and the Incremental Term Lender (which may include telecopy or other electronic transmission (including “pdf”) of a signed signature page of this Agreement) that such party has signed a counterpart of this AgreementClosing Date. (b) The Administrative Agent Each of the Corporate Co-Borrower and the Incremental Term Lender LLC Co-Borrower shall have receivedexecuted and delivered the Fee Letters and each such letter shall be in full force and effect, and all fees and other amounts required to be paid on behalf of such parties and the Lenders, an opinion of ▇▇▇▇▇▇ & Bird LLP, as special counsel for the Loan Parties and ▇▇▇▇ Plant ▇▇▇▇▇, as Minnesota special counsel for the Loan Parties, each dated as of the Incremental Facility Closing Date and addressed to the Administrative Agent, the Incremental Term Lender and the Lenders, and of such other counsel to the Loan Parties satisfactory to the Administrative Agent and the Incremental Term Lender, in each case, in form and substance reasonably satisfactory to the Administrative Agent and the Incremental Term Lendershall have been paid. (c) The Administrative Agent shall have received: , on behalf of itself, the Lenders and each L/C Issuer, opinions of (i) Fried, Frank, Harris, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, (ii) ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ & Vice PLLC, (iii) ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ LLC, (iv) ▇▇▇▇ ▇▇▇▇▇▇▇ LLP and (v) K&L Gates LLP, special counsel for the Loan Parties, in each case dated the Closing Date and addressed to the Administrative Agent and the Lenders and in each case in form and substance satisfactory to the Administrative Agent. (d) The Administrative Agent shall have received (i) a certificate as to the good standing of each Loan Party, as of a recent date, from the Secretary of State or similar Governmental Authority of the state of its incorporation or organization and (ii) an Officer’s Certificate of the Secretary or Assistant Secretary of each Loan Party dated the Incremental Facility Closing Date and certifying (A) that attached thereto are copies copy of the certificate or articles of incorporation or organization, including all amendments thereto, of each Loan Party, certified certified, if applicable, as of a recent date by the Secretary of State or similar Governmental Authority of the state jurisdiction of its organization, and a certificate as to the good standing (Bwhere relevant) of each Loan Party as of a recent date, from such Secretary of State or similar Governmental Authority and (ii) a certificate of the Secretary or Assistant Secretary (or a director in lieu thereof) of each Loan Party, dated the Closing Date and certifying (A) that attached thereto are the is a true and complete copy of the bylaws by-laws, memorandum and articles of association or operating (or limited liability company) agreement of such Loan Party as in effect on the Incremental Facility Closing Date, (CB) that attached thereto is a true and complete copy of resolutions duly adopted by the Governing Board board of directors (or equivalent governing body) of such Loan Party authorizing the execution, delivery and performance of the Loan Documents to which such Person is a party and, in the case of the Borrower, the borrowings hereunder, and, in the case of Holdings, that the Guaranty hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (C) that the certificate or articles of incorporation or organization of such Loan Party have not been amended since the date of the last amendment thereto shown on the certificate of incorporation or organization furnished pursuant to clause (i) above, and (D) as to the incumbency and specimen signature of each officer executing any Loan Document on behalf of such Loan Party and countersigned by another officer as to the incumbency and specimen signature of the Secretary, Assistant Secretary or Assistant Secretary director of Holdings executing the certificate pursuant to clause (ii) above. (de) The U.S. Security Agreement and each Intellectual Property Security Agreement shall have been duly executed and delivered by each Loan Party that is to be a party thereto, and to the extent not previously delivered prior to the Closing Date in connection with the Previous Credit Agreement, together with (x) certificates, if any, representing the Equity Interests of the Borrower and any Restricted Subsidiary that is a Domestic Subsidiary and is directly owned by any Loan Party, accompanied by undated stock powers executed in blank and (y) documents and instruments to be recorded or filed that the Administrative Agent may deem reasonably necessary to satisfy the Collateral and Guarantee Requirement. (f) The Administrative Agent shall have received an Officer’s Certificatea certificate in form and substance reasonably satisfactory to the Joint Lead Arrangers, dated the Incremental Facility Closing Date and signed by a Financial Director or Responsible Officer of the Borrower, certifying compliance with that the conditions precedent set forth in Sections 3(f), Borrower is Solvent as of the Closing Date (g), (i) and (j) hereof (and, in after giving effect to the case of clause (i), attaching calculations demonstrating such complianceTransactions). (eg) The Incremental Term Lender Administrative Agent shall have received a certificate in form and substance reasonably satisfactory to the Joint Lead Arrangers, dated the Closing Date and signed by a Director or Responsible Officer of the Borrower, certifying that (i) all fees due and payable on the Incremental Facility Closing Date pursuant to any agreement relating to the arrangement of the Incremental Term Loan Commitments and (ii) to the extent invoiced at least two Business Days prior to the Incremental Facility Closing Date, all costs and expenses due and payable (whether pursuant to the Loan Documents or any agreement relating to the arrangement of the Incremental Term Loan Commitments) on or prior to the Incremental Facility Closing Date, including, to the extent invoiced, reimbursement or payment of all reasonable and documented out of pocket costs and expenses (including, without limitation, reasonable fees, charges and disbursements of ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP) required to be reimbursed or paid by the Loan Parties hereunder or under any Loan Document. (f) The representations and warranties of each Loan Party set forth in Section 5 of this Agreement Article V and in each other Loan Document shall be true and correct in all material respects on and as of the Incremental Facility Closing 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 or perioddate, in which case they shall be true and correct in all material respects as of such earlier date or period; provided that any representation and warranty that is qualified as to “materiality”, “Material Adverse Effect” or similar language shall be true and correct (after giving effect to any qualification thereinii) in all respects on the Incremental Facility Closing Date or on such earlier date, as the case may be. (g) No Default or Event of no Default shall exist or would immediately result from the extension of transactions to occur on the Incremental Term Loans or from Closing Date (including the proposed Credit Extension on such date and the application of the proceeds therefrom). (h) The Borrower Initial Lenders shall have delivered or caused to be delivered to received the Administrative Agent Audited Financial Statements and the Incremental Term Lender a solvency certificate from the Chief Unaudited Financial Officer of Holdings setting forth the conclusions that, after giving effect to the transactions contemplated hereby, Holdings and its Subsidiaries (on a consolidated basis) are SolventStatements. (i) The incurrence of the Incremental Term Loans and the application of proceeds thereof (and assuming the Incremental Term Loans are fully drawn) complies with the requirements set forth in Section 2.22(a) of the Credit Agreement. (j) The Borrower shall have given notice of the prepayment of the outstanding “Revolving Loans” under and as defined in the Revolving Credit Agreement in accordance with Section 2.12(b) of the Revolving Credit Agreement, and substantially contemporaneously with the funding of the Incremental Term Loans, shall have made such prepayment of such Revolving Loans. (k) The Administrative Agent and the Incremental Term Lender Initial Lenders shall have received prior to the Incremental Facility Closing Date, to the extent requested from the Borrower in writing by the Administrative Agent at least 2 Business Days prior the Incremental Facility Closing Date, all documentation and other information required by regulatory authorities with respect to the Borrower and Holdings reasonably requested by the Initial Lenders under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the USA Patriot Act PATRIOT Act; provided that has the Initial Lenders shall use commercially reasonable efforts to ensure that such requests are delivered at least three (3) days prior to the Closing Date and are not unduly burdensome on any person unless required by applicable Law. (j) The refinancing of all or a portion of the Onex Bridge, the Equity Contribution and the Acquisition shall occur simultaneously or shall have been requested by consummated and the Holdings Capitalization and the Merger shall have been consummated substantially concurrently with the borrowing of Term B Loans. (k) With respect to the Existing Senior Notes, all tendered Existing Senior Notes accepted for purchase shall have been purchased or steps shall have been made to purchase them and with respect to any untendered Existing Senior Notes that will remain outstanding following the Closing Date, the Borrower will have (i) if Existing Senior Notes representing a majority of the outstanding principal have been accepted for purchase, issued an irrevocable notice to redeem such Existing Senior Notes or (ii) if clause (i) does not apply, commenced steps to defease or discharge such Existing Senior Notes in each case pursuant to the terms of the indenture governing such Existing Senior Notes. (l) The Administrative Agent shall have received such other documents as the Administrative Agent prior to the Incremental Facility Closing Dateor its counsel may have reasonably requested, including, without limitation, those documents set forth in Exhibit N hereto.

Conditions to Effectiveness of this Agreement. This Agreement is being executed and delivered on the Closing Date and shall become effective on and as of the date hereof (Closing Date upon the “Incremental Facility Closing Date”), upon satisfaction of only the following conditionsconditions precedent: (a) The Administrative Agent and Agent’s receipt of the Incremental Term Lender shall have received from the Borrower, Holdingsfollowing, each Subsidiary Guarantorof which shall be originals or facsimiles (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the Administrative Agentsigning Loan Party, each dated the Collateral Agent Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and the Incremental Term Lender either (i) a counterpart of this Agreement signed on behalf of such party or (ii) written evidence reasonably each in form and substance satisfactory to the Administrative Agent and each of the Incremental Term Lender Lenders: (which may include telecopy or other electronic transmission (including “pdf”i) of a signed signature page executed counterparts of this Agreement) that such party has signed a counterpart of this Agreement. (b) The Administrative Agent Agreement and the Incremental Term Lender shall have receivedDevon Financing ULC Guaranty, on behalf of such parties and the Lenders, an opinion of ▇▇▇▇▇▇ & Bird LLP, as special counsel sufficient in number for the Loan Parties and ▇▇▇▇ Plant ▇▇▇▇▇, as Minnesota special counsel for the Loan Parties, each dated as of the Incremental Facility Closing Date and addressed distribution to the Administrative Agent, the Incremental Term each Lender and the Lenders, and of such other counsel to the Loan Parties satisfactory to the Administrative Agent and the Incremental Term Lender, in each case, in form and substance reasonably satisfactory to the Administrative Agent and the Incremental Term Lender.Borrower; (c) The Administrative Agent shall have received: (i) a certificate as to the good standing of each Loan Party, as of a recent date, from the Secretary of State or similar Governmental Authority of the state of its incorporation or organization and (ii) an Officer’s Certificate a Note executed by the Borrower, as applicable in favor of the Secretary each Lender requesting a Note; (iii) such certificates of resolutions or Assistant Secretary other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party dated as the Incremental Facility Closing Date Administrative Agent may reasonably require evidencing the identity, authority and certifying (A) that attached thereto are copies of the certificate or articles of incorporation or organization, including all amendments thereto, capacity of each Loan Party, certified Responsible Officer thereof authorized to act as of a recent date by Responsible Officer in connection with this Agreement and the Secretary of State of the state of its organization, (B) that attached thereto are the true and complete copy of the bylaws or operating (or limited liability company) agreement of such Loan Party as in effect on the Incremental Facility Closing Date, (C) that attached thereto is a true and complete copy of resolutions duly adopted by the Governing Board of such Loan Party authorizing the execution, delivery and performance of the other Loan Documents to which such Person Loan Party is a party andparty; (iv) such documents and certificates as the Administrative Agent may reasonably require to evidence that each Loan Party is duly organized or formed, validly existing and in the case good standing issued by appropriate public officials of the Borrower, the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, and (D) as to the incumbency and specimen signature of each officer executing any Loan Document on behalf jurisdiction of such Loan Party and countersigned by another officer as to the incumbency and specimen signature of the Secretary Party’s organization or Assistant Secretary executing the certificate pursuant to clause (ii) above.formation; (dv) The Administrative Agent shall have received an Officer’s Certificate, dated the Incremental Facility Closing Date and signed by a Financial Officer favorable opinions of the Borrower, certifying compliance with the conditions precedent set forth in Sections 3(f), (g), (i) and (j) hereof (andSkadden, in the case of clause (i)Arps, attaching calculations demonstrating such compliance). (e) The Incremental Term Lender shall have received (i) all fees due and payable on the Incremental Facility Closing Date pursuant to any agreement relating to the arrangement of the Incremental Term Loan Commitments and (ii) to the extent invoiced at least two Business Days prior to the Incremental Facility Closing DateSlate, all costs and expenses due and payable (whether pursuant to the Loan Documents or any agreement relating to the arrangement of the Incremental Term Loan Commitments) on or prior to the Incremental Facility Closing Date, including, to the extent invoiced, reimbursement or payment of all reasonable and documented out of pocket costs and expenses (including, without limitation, reasonable fees, charges and disbursements of ▇▇▇▇▇▇▇ & ▇▇▇▇ LLP, counsel to the Loan Parties and (ii) ▇▇▇▇▇▇▇ LLP) required ▇▇▇▇▇▇▇▇, counsel to be reimbursed or paid by the Loan Parties hereunder or under any Loan Document. (f) The representations and warranties of each Loan Party set forth in Section 5 of this Agreement and Devon Financing ULC, in each other Loan Document shall be true and correct in all material respects on and as of the Incremental Facility Closing 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 or period, in which case they shall be true and correct in all material respects as of such earlier date or period; provided that any representation and warranty that is qualified as to “materiality”, “Material Adverse Effect” or similar language shall be true and correct (after giving effect to any qualification therein) in all respects on the Incremental Facility Closing Date or on such earlier date, as the case may be. (g) No Default or Event of Default shall exist or would immediately result from the extension of the Incremental Term Loans or from the application of the proceeds therefrom. (h) The Borrower shall have delivered or caused to be delivered addressed to the Administrative Agent and each Lender, as to the Incremental Term Lender matters set forth in Exhibit F, as applicable, and such other matters concerning the Loan Parties and the Loan Documents as the Required Lenders may reasonably request; (vi) a solvency certificate from the Chief Financial signed by a Responsible Officer of Holdings setting forth the conclusions thatBorrower certifying (A) that the conditions specified in Sections 5.02(a) and (b) have been satisfied, after giving effect (B) that there has been no event or circumstance since the date of the Audited Financial Statements that has had or could be reasonably expected to have, either individually or in the transactions contemplated herebyaggregate, Holdings a Material Adverse Effect; and its Subsidiaries (on C) the current Debt Ratings; and (vii) a consolidated basis) are Solventduly completed Compliance Certificate as of June 30, 2008, signed by a Responsible Officer of the Borrower. (ib) The incurrence of Any fees required to be paid on or before the Incremental Term Loans and the application of proceeds thereof (and assuming the Incremental Term Loans are fully drawn) complies with the requirements set forth in Section 2.22(a) of the Credit AgreementClosing Date shall have been paid. (jc) The Unless waived by the Administrative Agent, the Borrower shall have given notice paid all reasonable and documented Attorney Costs of the prepayment of the outstanding “Revolving Loans” under and as defined in the Revolving Credit Agreement in accordance with Section 2.12(b) of the Revolving Credit Agreement, and substantially contemporaneously with the funding of the Incremental Term Loans, shall have made such prepayment of such Revolving Loans. (k) The Administrative Agent and to the Incremental Term Lender shall have received extent invoiced prior to the Incremental Facility Closing Date, plus such additional amounts of Attorney Costs as shall constitute its reasonable estimate of Attorney Costs incurred or to be incurred by it through the closing proceedings; provided that such estimate shall not thereafter preclude a final settling of accounts between the Borrower and the Administrative Agent; and provided further that, as used in this Section 5.01(c), “Attorney Costs” shall include all fees, expenses and disbursements of only one law firm constituting counsel to the extent requested from the Borrower in writing by the Administrative Agent at least 2 Business Days prior the Incremental Facility Closing Date, all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the USA Patriot Act that has been requested by the Administrative Agent prior to the Incremental Facility Closing DateAgent.

Conditions to Effectiveness of this Agreement. This Agreement shall Agreement, the obligation of each New Revolving Credit Lender to make its respective Commitment hereunder, and the obligation of each First Amendment Term Lender to provide First Amendment Replacement Term Loans, will become effective on and as of the date hereof (the “Incremental Facility Closing Amendment Effective Date”), upon satisfaction ) on which each of only the following conditionsconditions are satisfied: (a) The Administrative Agent and the Incremental Term Lender shall have received from received, immediately prior to or concurrently with the Amendment Effective Date, a counterpart of this Agreement, executed and delivered by a duly Authorized Officer of the Borrower, Holdings, each Subsidiary Guarantorthe other Guarantors, the Administrative AgentRequired Lenders, the Collateral Agent all First Amendment Term Lenders, each New Revolving Loan Lender and the Incremental Term Lender either (i) a counterpart of this Agreement signed on behalf of such party or (ii) written evidence reasonably satisfactory to the Administrative Agent and the Incremental Term Lender (which may include telecopy or other electronic transmission (including “pdf”) of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreementeach existing Revolving Loan Lender. (b) The Administrative Agent and the Incremental Term Lender (or its counsel) shall have receivedreceived the executed legal opinions, on behalf in customary form, of such parties and the Lenders, an opinion of (i) ▇▇▇▇▇▇▇ & Bird LLP, as special counsel for the Loan Parties and ▇▇▇▇ Plant ▇▇▇▇▇, as Minnesota special counsel for the Loan Parties, each dated as of the Incremental Facility Closing Date and addressed to the Administrative Agent, the Incremental Term Lender and the Lenders, and of such other counsel to the Loan Parties satisfactory to the Administrative Agent and the Incremental Term Lender, in each case, in form and substance reasonably satisfactory to the Administrative Agent and the Incremental Term Lender. (c) The Administrative Agent shall have received: (i) a certificate as to the good standing of each Loan Party, as of a recent date, from the Secretary of State or similar Governmental Authority of the state of its incorporation or organization and (ii) an Officer’s Certificate of the Secretary or Assistant Secretary of each Loan Party dated the Incremental Facility Closing Date and certifying (A) that attached thereto are copies of the certificate or articles of incorporation or organization, including all amendments thereto, of each Loan Party, certified as of a recent date by the Secretary of State of the state of its organization, (B) that attached thereto are the true and complete copy of the bylaws or operating (or limited liability company) agreement of such Loan Party as in effect on the Incremental Facility Closing Date, (C) that attached thereto is a true and complete copy of resolutions duly adopted by the Governing Board of such Loan Party authorizing the execution, delivery and performance of the Loan Documents to which such Person is a party and, in the case of the Borrower, the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, and (D) as to the incumbency and specimen signature of each officer executing any Loan Document on behalf of such Loan Party and countersigned by another officer as to the incumbency and specimen signature of the Secretary or Assistant Secretary executing the certificate pursuant to clause (ii) above. (d) The Administrative Agent shall have received an Officer’s Certificate, dated the Incremental Facility Closing Date and signed by a Financial Officer of the Borrower, certifying compliance with the conditions precedent set forth in Sections 3(f), (g), (i) and (j) hereof (and, in the case of clause (i), attaching calculations demonstrating such compliance). (e) The Incremental Term Lender shall have received (i) all fees due and payable on the Incremental Facility Closing Date pursuant to any agreement relating to the arrangement of the Incremental Term Loan Commitments and (ii) to the extent invoiced at least two Business Days prior to the Incremental Facility Closing Date, all costs and expenses due and payable (whether pursuant to the Loan Documents or any agreement relating to the arrangement of the Incremental Term Loan Commitments) on or prior to the Incremental Facility Closing Date, including, to the extent invoiced, reimbursement or payment of all reasonable and documented out of pocket costs and expenses (including, without limitation, reasonable fees, charges and disbursements of ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, special New York, Delaware and California counsel to the Credit Parties and (ii) required McGuireWoods LLP, special Virginia counsel to be reimbursed or paid by the Loan Credit Parties. Holdings and the Borrower hereby instruct and agree to instruct the other Credit Parties hereunder or under any Loan Documentto have such counsel deliver such legal opinions. (fc) The representations and warranties Administrative Agent shall have received each of the following, each properly executed by an authorized officer of the applicable signing Credit Party, dated as of the Amendment Effective Date: (i) a certificate of each Loan Credit Party set forth with appropriate insertions, executed by two Authorized Officers (which for this purpose may include one of the Secretary or Assistant Secretary) of each such Credit Party and attaching the following documents: (A) a copy of the resolutions, in Section 5 form and substance reasonably satisfactory to the Administrative Agent, of the board of directors, general partner or other managers of each Credit Party (or a duly authorized committee thereof) authorizing, among other matters, (A) the execution, delivery and performance of this Agreement and the other documents required to be delivered hereunder and (B) in each other Loan Document shall be true and correct in all material respects on and as the case of the Incremental Facility Closing Date with Borrower, the same effect as though made on extensions of credit contemplated hereunder; (B) the Certificate or Articles of Incorporation and as By-Laws, Certificate of such dateFormation and Operating Agreement, except to the extent such representations Certificate of Limited Partnership and warranties expressly relate to an earlier date Partnership Agreement or period, in which case they shall be true and correct in all material respects as of such earlier date or period; provided that any representation and warranty that is qualified as to “materiality”, “Material Adverse Effect” or similar language shall be true and correct (after giving effect to any qualification therein) in all respects on the Incremental Facility Closing Date or on such earlier dateother comparable organizational documents, as the case may be.applicable, of each Credit Party; (gC) No Default a certificate of good standing from the applicable secretary of state of the state of incorporation or formation of each Credit Party; and (D) the signatures and incumbency certificates of the Authorized Officers of each Certificate Party executing this Joinder Agreement and/or the other documents required to be delivered hereunder; (ii) a certificate executed by an Authorized Officer of the Borrower certifying that (i) no Event of Default shall exist exists on the date hereof before or would immediately result from the extension of the Incremental Term Loans or from the application of the proceeds therefrom. (h) The Borrower shall have delivered or caused to be delivered to the Administrative Agent and the Incremental Term Lender a solvency certificate from the Chief Financial Officer of Holdings setting forth the conclusions that, after giving effect to the transactions contemplated hereby, Holdings including the establishment of the New Revolving Credit Commitments and its Subsidiaries the making of the First Amendment Replacement Term Loans, and (ii) as to the matters set forth in Section 5(d) of this Agreement; (iii) a solvency certificate certified by a senior authorized financial officer of the Borrower to the effect that after giving effect to the consummation of the transactions contemplated by this Agreement, the Borrower on a consolidated basisbasis with its Restricted Subsidiaries is Solvent; and (iv) are Solventa Notice of Borrowing in accordance with Section 7.2 of the Credit Agreement completed and signed by an Authorized Officer of the Borrower (d) The Amendment Arrangers shall have received all fees and other amounts (including legal fees and expenses) and other compensation due and payable on or prior to the Amendment Effective Date to the extent invoiced at least three (3) Business Days prior to the Amendment Effective Date. (ie) The incurrence Borrower shall have, concurrently with the exchange of Exchanged Term Loans with the Incremental Replacement Term Loans and the application making of proceeds thereof (and assuming the Incremental Additional Term Loans, if any, paid to all Term Lenders holding Existing Initial Term Loans immediately prior to the Amendment Effective Date that are fully drawn) complies with the requirements set forth in Section 2.22(a) of not party to this Agreement, if any, all indemnities, cost reimbursements and other Obligations, if any, then due and owing to such Term Lenders under the Credit Documents (prior to the effectiveness of this Agreement) and of which the Borrower has been notified. (j) The Borrower shall have given notice of the prepayment of the outstanding “Revolving Loans” under and as defined in the Revolving Credit Agreement in accordance with Section 2.12(b) of the Revolving Credit Agreement, and substantially contemporaneously with the funding of the Incremental Term Loans, shall have made such prepayment of such Revolving Loans. (kf) The Administrative Agent and the Incremental Term Lender Amendment Arrangers shall have received at least three Business Days prior to the Incremental Facility Closing Date, Amendment Effective Date such documentation and information as is reasonably requested in writing at least ten calendar days prior to the extent requested from the Borrower in writing Amendment Effective Date by the Administrative Agent at least 2 Business Days prior or the Incremental Facility Closing Date, all documentation and other information Amendment Arrangers about the Credit Parties to the extent required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including including, without limitation, the USA Patriot Act that has been requested by the Administrative Agent prior to the Incremental Facility Closing DatePATRIOT Act.

Conditions to Effectiveness of this Agreement. This Agreement shall become be effective on and as upon satisfaction (or waiver in accordance with Section 10.01) of the date hereof conditions precedent set forth in this Section 4.01; provided that the obligations of the Lenders to make Credit Extensions hereunder are subject to satisfaction (or waiver in accordance with Section 10.01) of the “Incremental Facility Closing Date”), upon satisfaction of only the following conditionsconditions precedent set forth in Section 4.02: (a) The Administrative Agent and Agent’s receipt of the Incremental Term Lender shall have received from the Borrower, Holdingsfollowing, each Subsidiary Guarantorof which shall be originals, facsimiles or “pdf” electronic copies (followed promptly by originals) unless otherwise specified, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date): (i) executed counterparts of this Agreement, in the number requested by the Administrative Agent, the Collateral Agent and the Incremental Term Lender either (i) a counterpart of this Agreement signed on behalf of such party or ; (ii) written evidence reasonably satisfactory to [Reserved]; (iii) a Note executed by the Borrower in favor of each Lender requesting a Note; (iv) a certificate of a secretary or assistant secretary of the Borrower (attaching resolutions, incumbency certificates as the Administrative Agent may reasonably require and true, correct and complete copies of Borrower’s Organization Documents) evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the Incremental Term Lender (which may include telecopy or other electronic transmission (including “pdf”) of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement.Loan Documents; (b) The Administrative Agent and the Incremental Term Lender shall have received, on behalf of such parties and the Lenders, an opinion of ▇▇▇▇▇▇ & Bird LLP, as special counsel for the Loan Parties and ▇▇▇▇ Plant ▇▇▇▇▇, as Minnesota special counsel for the Loan Parties, each dated as of the Incremental Facility Closing Date and addressed to the Administrative Agent, the Incremental Term Lender and the Lenders, and of such other counsel to the Loan Parties satisfactory to the Administrative Agent and the Incremental Term Lender, in each case, in form and substance reasonably satisfactory to the Administrative Agent and the Incremental Term Lender. (c) The Administrative Agent shall have received: (iv) a certificate as to the good standing (or such other customary functionally equivalent certificate) of each Loan Party, as of a recent date, the Borrower from the Secretary of State (or similar other applicable Governmental Authority Authority) of the state Oklahoma; (vi) [Reserved]; (vii) a favorable opinion of its incorporation or organization and (ii) an Officer’s Certificate of the Secretary or Assistant Secretary of each Loan Party dated the Incremental Facility Closing Date and certifying (A) that attached thereto are copies of the certificate or articles of incorporation or organizationSkadden, including all amendments theretoArps, of each Loan PartySlate, certified as of a recent date by the Secretary of State of the state of its organization, (B) that attached thereto are the true and complete copy of the bylaws or operating (or limited liability company) agreement of such Loan Party as in effect on the Incremental Facility Closing Date, (C) that attached thereto is a true and complete copy of resolutions duly adopted by the Governing Board of such Loan Party authorizing the execution, delivery and performance of the Loan Documents to which such Person is a party and, in the case of the Borrower, the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, and (D) as to the incumbency and specimen signature of each officer executing any Loan Document on behalf of such Loan Party and countersigned by another officer as to the incumbency and specimen signature of the Secretary or Assistant Secretary executing the certificate pursuant to clause (ii) above. (d) The Administrative Agent shall have received an Officer’s Certificate, dated the Incremental Facility Closing Date and signed by a Financial Officer of the Borrower, certifying compliance with the conditions precedent set forth in Sections 3(f), (g), (i) and (j) hereof (and, in the case of clause (i), attaching calculations demonstrating such compliance). (e) The Incremental Term Lender shall have received (i) all fees due and payable on the Incremental Facility Closing Date pursuant to any agreement relating to the arrangement of the Incremental Term Loan Commitments and (ii) to the extent invoiced at least two Business Days prior to the Incremental Facility Closing Date, all costs and expenses due and payable (whether pursuant to the Loan Documents or any agreement relating to the arrangement of the Incremental Term Loan Commitments) on or prior to the Incremental Facility Closing Date, including, to the extent invoiced, reimbursement or payment of all reasonable and documented out of pocket costs and expenses (including, without limitation, reasonable fees, charges and disbursements of ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, special counsel to the Borrower, and (B) GableGotwals, special counsel to the Borrower, in each case addressed to the Administrative Agent and each Lender as of the Closing Date and reasonably satisfactory to the Administrative Agent and the Arranger; (viii) a certificate of a Responsible Officer of the Borrower (A) either (x) attaching copies of all consents, licenses and approvals required to be reimbursed or paid in connection with the execution, delivery and performance by the Borrower and the validity against the Borrower of the Loan Parties hereunder Documents, and such consents, licenses and approvals shall be in full force and effect, or under any Loan Document.(y) stating that no such consents, licenses or approvals are so required; and (B) certifying as to the solvency (on a consolidated basis) of the Borrower and its Subsidiaries; (fix) The a certificate signed by a Responsible Officer of the Borrower certifying (A) that no Default exists, (B) that the representations and warranties of each Loan Party set forth the Borrower contained in Section 5 of this Agreement and in each other Loan Document shall be Article V are true and correct in all material respects on and as of the Incremental Facility Closing Date with the same effect as though made on and as of such daterespects, except to the extent that such representations and warranties expressly relate specifically refer to an earlier date or perioddate, in which case they shall be true and correct in all material respects as of such earlier date, except that such materiality qualifier shall not apply to the extent that any such representation or warranty is qualified by materiality, and (C) that there has been no event or circumstance since the date of the Audited Financial Statements that has had or periodcould be reasonably expected to have, either individually or in the aggregate, (1) a material adverse change in, or a material adverse effect upon, the operations, assets or financial condition of the Borrower and its Subsidiaries taken as a whole; provided however (x) a downgrade by S&P or ▇▇▇▇▇’▇ of their respective Debt Ratings shall not, in and of itself, be deemed to constitute or be taken into account in determining whether a material adverse change in, or a material adverse effect upon, the operations, assets or financial condition of the Borrower and its Subsidiaries taken as a whole has occurred or could be reasonably expected to occur, (y) the fact that the Borrower is unable to borrow in the commercial paper market shall not, in and of itself, be deemed to constitute or be taken into account in determining whether a material adverse change in, or a material adverse effect upon, the operations, assets or financial condition of the Borrower and its Subsidiaries taken as a whole has occurred or could be reasonably expected to occur, and (z) neither the weather conditions during February 2021 and March 2021 in the territories where the Borrower and its Subsidiaries operate nor the related disruptions in the natural gas markets, nor any representation and warranty that is qualified as event or circumstance, individually or in the aggregate, to “materiality”the extent arising out of, “Material Adverse Effect” resulting from or similar language shall be true and correct (after giving effect attributable to any qualification thereinof the foregoing, shall constitute or be taken into account in determining whether a material adverse change in, or a material adverse effect upon, the operations, assets or financial condition of the Borrower and its Subsidiaries taken as a whole has occurred or could be reasonably expected to occur; (2) in all respects on a material impairment of the Incremental Facility Closing Date ability of the Borrower to perform its payment obligations under any Loan Document to which it is a party; or on such earlier date(3) a material adverse effect upon the legality, as validity, binding effect or enforceability against the case may be.Borrower of any Loan Document to which it is a party; and (g) No Default or Event of Default shall exist or would immediately result from the extension of the Incremental Term Loans or from the application of the proceeds therefrom. (hx) The Borrower shall have delivered or caused the financial statements required to be delivered pursuant to Section 6.01 to the Administrative Agent and the Incremental Term Lender a solvency certificate from the Chief Financial Officer of Holdings setting forth the conclusions thatAgent; provided, after giving effect to the transactions contemplated herebyhowever, Holdings and its Subsidiaries (that such delivery may be completed by making such financial statements available on a consolidated basis) are Solvent▇▇▇▇▇. (i) The incurrence of To the Incremental Term Loans and extent requested in writing prior to the application of proceeds thereof (and assuming Closing Date the Incremental Term Loans are fully drawn) complies with the requirements set forth in Section 2.22(a) of the Credit Agreement. (j) The Borrower shall have given notice of the prepayment of the outstanding “Revolving Loans” under and as defined in the Revolving Credit Agreement in accordance with Section 2.12(b) of the Revolving Credit Agreement, and substantially contemporaneously with the funding of the Incremental Term Loans, shall have made such prepayment of such Revolving Loans. (k) The Administrative Agent and the Incremental Term Lender Lenders shall have received prior to the Incremental Facility Closing Date, to the extent requested from the Borrower in writing by the Administrative Agent at least 2 Business Days prior the Incremental Facility Closing Date, all such documentation and other information as may be required by regulatory authorities under them in order to enable compliance with applicable “know your customer” and anti-money laundering rules and regulations, including the information required by the USA Patriot PATRIOT Act and information described in Section 10.18, and (ii) to the extent requested in writing prior to the Closing Date, to the extent the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, the Borrower shall have delivered, to each Lender that has so requests, a Beneficial Ownership Certification in relation to the Borrower. (c) Any fees and expenses required to be paid by the Borrower on or before the Closing Date shall have been requested paid, including upfront fees payable to Lenders and fees and expenses payable to the Arranger and the Administrative Agent. (d) Unless waived by the Administrative Agent, the Borrower shall have paid all Attorney Costs (related to ▇▇▇▇▇▇ and ▇▇▇▇▇, LLP) of the Administrative Agent and the Lead Arranger to the extent invoiced prior to or on the Closing Date, plus such additional amounts of Attorney Costs as shall constitute its reasonable estimate of Attorney Costs (related to ▇▇▇▇▇▇ and ▇▇▇▇▇, LLP) incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between the Borrower and the Administrative Agent and the Arranger). Without limiting the generality of the provisions of the last paragraph of Section 9.03, for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required under this Section 4.01 to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the Incremental Facility proposed Closing Date specifying its objection thereto. The Administrative Agent shall notify the Lenders and the Borrower of the Closing Date, and such notice shall be binding and conclusive. Notwithstanding the foregoing, the obligations of the Lenders to make Loans hereunder shall not become effective unless each of the foregoing conditions is satisfied (or waived in accordance with Section 10.01(a)) at or prior to 5:00 p.m., New York City time, on February 22, 2021, and in the event such conditions are not so satisfied or waived, the Commitments shall terminate at such time.

Conditions to Effectiveness of this Agreement. This Agreement shall become effective on and as of the first date hereof (the “Incremental Facility Closing Agreement Effective Date”), upon satisfaction of only ) on which the following conditions:conditions precedent are satisfied (or waived by the Required Lenders): (a) The the Administrative Agent and the Incremental Term Lender shall have received from the Borrower, Holdings, each Subsidiary Guarantor, Borrower and Lenders constituting the Administrative Agent, the Collateral Agent and the Incremental Term Lender Required Lenders either (ix) a counterpart counterparts of this Agreement signed on behalf of such party parties or (iiy) written evidence reasonably satisfactory to the Administrative Agent and the Incremental Term Lender (which may include telecopy or other electronic transmission delivery of an Electronic Record executed using Electronic Signatures (including “pdf”each as defined below)) of a that such parties have signed signature page counterparts of this Agreement) that such party has signed a counterpart of this Agreement.; (b) The Administrative Agent all out-of-pocket expenses (including, without limitation, to the extent invoiced at least three (3) Business Days prior to the date thereof, the reasonable fees and the Incremental Term Lender shall have received, on behalf of such parties and the Lenders, an opinion disbursements of ▇▇▇▇▇▇ & Bird LLP, as special counsel for the Loan Parties and ▇▇▇▇ Plant ▇▇▇▇▇, as Minnesota special counsel for the Loan Parties, each dated as of the Incremental Facility Closing Date and addressed to the Administrative Agent, the Incremental Term Lender and the Lenders, and of such other counsel to the Loan Parties satisfactory to the Administrative Agent and the Incremental Term Lender, in each case, in form and substance reasonably satisfactory to the Administrative Agent and the Incremental Term Lender. (c) The Administrative Agent shall have received: (i) a certificate as to the good standing of each Loan Party, as of a recent date, from the Secretary of State or similar Governmental Authority of the state of its incorporation or organization and (ii) an Officer’s Certificate of the Secretary or Assistant Secretary of each Loan Party dated the Incremental Facility Closing Date and certifying (A) that attached thereto are copies of the certificate or articles of incorporation or organization, including all amendments thereto, of each Loan Party, certified as of a recent date by the Secretary of State of the state of its organization, (B) that attached thereto are the true and complete copy of the bylaws or operating (or limited liability company) agreement of such Loan Party as in effect on the Incremental Facility Closing Date, (C) that attached thereto is a true and complete copy of resolutions duly adopted by the Governing Board of such Loan Party authorizing the execution, delivery and performance of the Loan Documents to which such Person is a party and, in the case of the Borrower, the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, and (D) as to the incumbency and specimen signature of each officer executing any Loan Document on behalf of such Loan Party and countersigned by another officer as to the incumbency and specimen signature of the Secretary or Assistant Secretary executing the certificate pursuant to clause (ii) above. (d) The Administrative Agent shall have received an Officer’s Certificate, dated the Incremental Facility Closing Date and signed by a Financial Officer of the Borrower, certifying compliance with the conditions precedent set forth in Sections 3(f), (g), (i) and (j) hereof (and, in the case of clause (i), attaching calculations demonstrating such compliance). (e) The Incremental Term Lender shall have received (i) all fees due and payable on the Incremental Facility Closing Date pursuant to any agreement relating to the arrangement of the Incremental Term Loan Commitments and (ii) to the extent invoiced at least two Business Days prior to the Incremental Facility Closing Date, all costs and expenses due and payable (whether pursuant to the Loan Documents or any agreement relating to the arrangement of the Incremental Term Loan Commitments) on or prior to the Incremental Facility Closing Date, including, to the extent invoiced, reimbursement or payment of all reasonable and documented out of pocket costs and expenses (including, without limitation, reasonable fees, charges and disbursements of ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, counsel for the Administrative Agent and the Amendment No. 2 Lead Arrangers) required to be paid or reimbursed or paid pursuant to that certain Commitment Letter, dated as of October 27, 2020 by and among, inter alios, the Loan Parties hereunder or under any Loan Document.Borrower and the Amendment No. 2 Lead Arrangers (the “Commitment Letter”) shall have been paid; (fc) The representations and warranties of each Loan Party set forth in Section 5 of this Agreement and in each other Loan Document shall be true and correct in all material respects on and as of the Incremental Facility Closing 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 or period, in which case they shall be true and correct in all material respects as of such earlier date or period; provided that any representation and warranty that is qualified as to “materiality”, “Material Adverse Effect” or similar language shall be true and correct (after giving effect to any qualification therein) in all respects on the Incremental Facility Closing Date or on such earlier date, as the case may be. (g) No Default or Event of Default shall exist or would immediately result from the extension of the Incremental Term Loans or from the application of the proceeds therefrom. (h) The Borrower shall have delivered or caused to be delivered to the Administrative Agent a certificate from a Responsible Officer of the Borrower dated as of the Agreement Effective Date, to the effect set forth in Sections 2(i) and 2(ii) hereof; and (d) the Incremental Term Lender Borrower shall have delivered to the Administrative Agent a solvency certificate of the Borrower, dated as of the Agreement Effective Date, attaching a copy of (i) each Organization Document of the Borrower certified, to the extent applicable, as of a recent date by the applicable Governmental Authority, (ii) incumbency certificates of the Responsible Officer of the Borrower executing this Agreement, (iii) resolutions of the board of directors and/or similar governing bodies of the Borrower approving and authorizing the execution, delivery and performance of this Agreement, certified as of the date hereof 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 from the Chief Financial Officer of Holdings setting forth the conclusions that, after giving effect to the transactions contemplated hereby, Holdings and its Subsidiaries (on a consolidated basis) are Solvent. (i) The incurrence applicable Governmental Authority of the Incremental Term Loans Borrower’s jurisdiction of incorporation. The Administrative Agent shall notify the Borrower and the application Lenders in writing of proceeds thereof (the occurrence of the Agreement Effective Date, which notice shall be conclusive and assuming the Incremental Term Loans are fully drawn) complies with the requirements set forth in Section 2.22(a) of binding on all parties to the Credit Agreement. (j) The Borrower shall have given notice of the prepayment of the outstanding “Revolving Loans” under and as defined in the Revolving Credit Agreement in accordance with Section 2.12(b) of the Revolving Credit Agreement, and substantially contemporaneously with the funding of the Incremental Term Loans, shall have made such prepayment of such Revolving Loans. (k) The Administrative Agent and the Incremental Term Lender shall have received prior to the Incremental Facility Closing Date, to the extent requested from the Borrower in writing by the Administrative Agent at least 2 Business Days prior the Incremental Facility Closing Date, all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the USA Patriot Act that has been requested by the Administrative Agent prior to the Incremental Facility Closing Date.

Conditions to Effectiveness of this Agreement. This Agreement is being executed and delivered on the Closing Date and shall become effective on and as upon the satisfaction of the date hereof (the “Incremental Facility Closing Date”), upon satisfaction of only the following conditionsconditions precedent: (a) The Administrative Agent and Agent’s receipt of the Incremental Term Lender shall have received from the Borrower, Holdingsfollowing, each Subsidiary Guarantorof which shall be originals or facsimiles (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the Administrative Agentsigning Loan Party, each dated the Collateral Agent Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and the Incremental Term Lender either (i) a counterpart of this Agreement signed on behalf of such party or (ii) written evidence reasonably each in form and substance satisfactory to the Administrative Agent and each of the Incremental Term Lenders: (i) executed counterparts of (A) this Agreement, sufficient in number for distribution to the Administrative Agent, each Lender and each Borrower and (which may include telecopy B) the Guaranties; (ii) a Note executed by each Borrower, as applicable in favor of each Lender requesting a Note; (iii) such certificates of resolutions or other electronic transmission action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party; (including “pdf”iv) such documents and certificates as the Administrative Agent may reasonably require to evidence that each Loan Party is duly organized or formed, validly existing and in good standing issued by appropriate public officials of the jurisdiction of such Loan Party’s organization or formation; (v) favorable opinions of (i) Skadden, Arps, Slate, Meagher & Flom LLP, counsel to the Loan Parties, (ii) Bennett Jones LLP, counsel to the Canadian Borrowers, and (iii) Stewart McKelvey, counsel to the Canadian Borrowers, in each case addressed to the Administrative Agent and each Lender, as applicable, and such other matters concerning the Loan Parties and the Loan Documents as the Required Lenders may reasonably request; (vi) a certificate signed signature page by a Responsible Officer of this Agreementthe U.S. Borrower certifying (A) that such party the conditions specified in Sections 6.02(a) and (b) have been satisfied, (B) that there has been no event or circumstance since the date of the Audited Financial Statements that has had or would be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect; and (C) the current Debt Ratings; (vii) a copy of the duly completed compliance certificate as of June 30, 2012, signed by a counterpart Responsible Officer of this the U.S. Borrower and delivered in connection with the Existing Credit Agreement; and (viii) evidence of termination of the Commitments as defined in Existing Credit Agreement and repayment or refinancing of all loans thereunder simultaneously with the Closing Date. (b) The Administrative Agent and the Incremental Term Lender shall have received, on behalf of such parties and the Lenders, an opinion of ▇▇▇▇▇▇ & Bird LLP, as special counsel for the Loan Parties and ▇▇▇▇ Plant ▇▇▇▇▇, as Minnesota special counsel for the Loan Parties, each dated as of the Incremental Facility Closing Date and addressed to the Administrative Agent, the Incremental Term Lender and the Lenders, and of such other counsel to the Loan Parties satisfactory to the Administrative Agent and the Incremental Term Lender, in each case, in form and substance reasonably satisfactory to the Administrative Agent and the Incremental Term Lender. (c) The Administrative Agent shall have received: (i) a certificate as to the good standing of each Loan Party, as of a recent date, from the Secretary of State or similar Governmental Authority of the state of its incorporation or organization and (ii) an Officer’s Certificate of the Secretary or Assistant Secretary of each Loan Party dated the Incremental Facility Closing Date and certifying (A) that attached thereto are copies of the certificate or articles of incorporation or organization, including all amendments thereto, of each Loan Party, certified as of a recent date by the Secretary of State of the state of its organization, (B) that attached thereto are the true and complete copy of the bylaws or operating (or limited liability company) agreement of such Loan Party as in effect on the Incremental Facility Closing Date, (C) that attached thereto is a true and complete copy of resolutions duly adopted by the Governing Board of such Loan Party authorizing the execution, delivery and performance of the Loan Documents to which such Person is a party and, in the case of the Borrower, the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, and (D) as to the incumbency and specimen signature of each officer executing any Loan Document on behalf of such Loan Party and countersigned by another officer as to the incumbency and specimen signature of the Secretary or Assistant Secretary executing the certificate pursuant to clause (ii) above. (d) The Administrative Agent shall have received an Officer’s Certificate, dated the Incremental Facility Closing Date and signed by a Financial Officer of the Borrower, certifying compliance with the conditions precedent set forth in Sections 3(f), (g), (i) and (j) hereof (and, in the case of clause (i), attaching calculations demonstrating such compliance). (e) The Incremental Term Lender shall have received (i) all fees due and payable on the Incremental Facility Closing Date pursuant to any agreement relating to the arrangement of the Incremental Term Loan Commitments and (ii) to the extent invoiced at least two Business Days prior to the Incremental Facility Closing Date, all costs and expenses due and payable (whether pursuant to the Loan Documents or any agreement relating to the arrangement of the Incremental Term Loan Commitments) on or prior to the Incremental Facility Closing Date, including, to the extent invoiced, reimbursement or payment of all reasonable and documented out of pocket costs and expenses (including, without limitation, reasonable fees, charges and disbursements of ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP) required to be reimbursed or paid by the Loan Parties hereunder or under any Loan Document. (f) The representations and warranties of each Loan Party set forth in Section 5 of this Agreement and in each other Loan Document shall be true and correct in all material respects on and as of the Incremental Facility Closing 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 or period, in which case they shall be true and correct in all material respects as of such earlier date or period; provided that any representation and warranty that is qualified as to “materiality”, “Material Adverse Effect” or similar language shall be true and correct (after giving effect to any qualification therein) in all respects on the Incremental Facility Closing Date or on such earlier date, as the case may be. (g) No Default or Event of Default shall exist or would immediately result from the extension of the Incremental Term Loans or from the application of the proceeds therefrom. (h) The Borrower shall have delivered or caused to be delivered to the Administrative Agent and the Incremental Term Lender a solvency certificate from the Chief Financial Officer of Holdings setting forth the conclusions that, after giving effect to the transactions contemplated hereby, Holdings and its Subsidiaries (on a consolidated basis) are Solvent. (i) The incurrence of the Incremental Term Loans and the application of proceeds thereof (and assuming the Incremental Term Loans are fully drawn) complies with the requirements set forth in Section 2.22(a) of the Credit Agreement. (j) The Borrower shall have given notice of the prepayment of the outstanding “Revolving Loans” under and as defined in the Revolving Credit Agreement in accordance with Section 2.12(b) of the Revolving Credit Agreement, and substantially contemporaneously with the funding of the Incremental Term Loans, shall have made such prepayment of such Revolving Loans. (k) The Administrative Agent and the Incremental Term Lender shall have received prior to the Incremental Facility Closing Date, to the extent requested from the Borrower in writing by the Administrative Agent at least 2 Business Days prior the Incremental Facility Closing Date, all All documentation and other information required by regulatory authorities under as the Lenders may require in order to enable compliance with applicable “know your customer” and anti-money laundering rules and regulations, including the USA Patriot Act that has Act, shall have been delivered 3 Business Days prior to the Closing Date to the extent requested by the Administrative Agent Lenders not less than 7 Business Days prior to the Incremental Facility Closing Date. (c) All accrued but unpaid interest, facility fees, utilization fees, letter of credit fees, and other fees and expenses due and payable under the Existing Credit Agreement shall be paid on the Closing Date. (d) Any fees required to be paid on or before the Closing Date shall have been paid. (e) Unless waived by the Administrative Agent, the Borrowers shall have paid all reasonable and documented Attorney Costs of the Administrative Agent to the extent invoiced prior to or on the Closing Date, plus such additional amounts of Attorney Costs as shall constitute its reasonable estimate of Attorney Costs incurred or to be incurred by it through the closing proceedings; provided that such estimate shall not thereafter preclude a final settling of accounts between the Borrowers and the Administrative Agent; and provided further that, as used in this Section 6.01(e), “Attorney Costs” shall include (i) all fees, expenses and disbursements of only one law firm constituting U.S. counsel to the Administrative Agent, and (ii) all fees, expenses and disbursements of only one law firm constituting Canadian counsel to the Administrative Agent. Without limiting the generality of the provisions of the last paragraph of Section 11.03, for purposes of determining compliance with the conditions specified in this Section 6.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.

Conditions to Effectiveness of this Agreement. This The effectiveness of the agreements set forth in this Agreement and of the amendments set forth in Section 2 of this Agreement, shall become effective on and as of the date hereof (the “Incremental Facility Closing Amendment No. 11 Effective Date”), upon satisfaction ) when each of only the following conditions:conditions shall have been satisfied (or waived, as applicable): 6 (a) The the Administrative Agent and the Incremental Term Lender shall have received from (x) each Loan Party, (y) the Borrower, Holdings, each Subsidiary Guarantor, Lenders and (z) the Administrative Agent, the Collateral Agent and the Incremental Term Lender Submitting Revolving Lenders either (i) a counterpart of this Agreement signed on behalf of such party or (ii) written evidence reasonably satisfactory to the Administrative Agent and the Incremental Term Lender (which may include telecopy or other electronic transmission (including “pdf”) of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement. ; (b) The Administrative Agent and the Incremental Term Lender shall have received, on behalf of such parties and the Lenders, an opinion of ▇▇▇▇▇▇ & Bird LLP, as special counsel for the Loan Parties and ▇▇▇▇ Plant ▇▇▇▇▇, as Minnesota special counsel for the Loan Parties, each dated as of the Incremental Facility Closing Date and addressed to the Administrative Agent, the Incremental Term Lender and the Lenders, and of such other counsel to the Loan Parties satisfactory to the Administrative Agent and the Incremental Term Lender, in each case, in form and substance reasonably satisfactory to the Administrative Agent and the Incremental Term Lender. (c) The Administrative Agent shall have received: (i) a certificate as to of the good standing Borrower, dated the Amendment No. 11 Effective Date, certifying that (i) the representations and warranties set forth in Section 5 hereof shall be true and correct, and (ii) no Default or Event of Default shall exist or would result from the execution, delivery and performance of this Agreement; (ii) a certificate of each Loan Party, dated the Amendment No. 11 Effective Date, executed by an Authorized Officer of such Loan Party, substantially in the form of Exhibit J to the Credit Agreement (or in such other form as the Administrative Agent may agree in its reasonable discretion), certifying that (a) there have been no amendments, restatements or other modifications to each Organizational Document of each Loan Party previously delivered to the Administrative Agent on the Effective Date, and each such Organizational Document is in full force and effect on the Amendment No. 11 Effective Date and (b) the signature and incumbency certificates of the Responsible Officers of each Loan Party delivered to the Administrative Agent on the Effective Date remain true and correct, and attaching the documents referred to in clause (iv) below; (iii) a recent date, certificate of good standing (to the extent such concept exists) from the Secretary applicable secretary of State state or similar other relevant Governmental Authority of the state jurisdiction of its incorporation or organization and of each Loan Party; (iiiv) an Officer’s Certificate a copy of the Secretary resolutions of the Board of Directors or Assistant Secretary other governing body, as applicable, of each Loan Party dated the Incremental Facility Closing Date and certifying (A) that attached thereto are copies of the certificate or articles of incorporation or organization, including all amendments thereto, of each Loan Party, certified as of a recent date by the Secretary of State of the state of its organization, (B) that attached thereto are the true and complete copy of the bylaws or operating (or limited liability companya duly authorized committee thereof) agreement of such Loan Party as in effect on the Incremental Facility Closing Date, (C) that attached thereto is a true and complete copy of resolutions duly adopted by the Governing Board of such Loan Party authorizing the execution, delivery and performance of the Loan Documents this Agreement (and any agreements relating thereto) to which such Person it is a party and, in the case of the Borrower, the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, party; and (Dv) as to the incumbency and specimen signature legal opinion of each officer executing any Loan Document on behalf of such Loan Party and countersigned by another officer as to the incumbency and specimen signature of the Secretary or Assistant Secretary executing the certificate pursuant to clause (ii) above. (d) The Administrative Agent shall have received an Officer’s Certificate, dated the Incremental Facility Closing Date and signed by a Financial Officer of the Borrower, certifying compliance with the conditions precedent set forth in Sections 3(f), (g), (i) and (j) hereof (and, in the case of clause (i), attaching calculations demonstrating such compliance). (e) The Incremental Term Lender shall have received (i) all fees due and payable on the Incremental Facility Closing Date pursuant to any agreement relating to the arrangement of the Incremental Term Loan Commitments and (ii) to the extent invoiced at least two Business Days prior to the Incremental Facility Closing Date, all costs and expenses due and payable (whether pursuant to the Loan Documents or any agreement relating to the arrangement of the Incremental Term Loan Commitments) on or prior to the Incremental Facility Closing Date, including, to the extent invoiced, reimbursement or payment of all reasonable and documented out of pocket costs and expenses (including, without limitation, reasonable fees, charges and disbursements of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP) required , counsel to be reimbursed or paid by the Loan Parties hereunder or under any Loan Document. Parties; (fc) The representations and warranties of each Loan Party set forth in Section 5 of this Agreement and in each other Loan Document shall be true and correct in all material respects on and as of the Incremental Facility Closing 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 or period, in which case they shall be true and correct in all material respects as of such earlier date or period; provided that any representation and warranty that is qualified as to “materiality”, “Material Adverse Effect” or similar language shall be true and correct (after giving effect to any qualification therein) in all respects on the Incremental Facility Closing Date or on such earlier date, as the case may be. (g) No Default or Event of Default shall exist or would immediately result from the extension of the Incremental Term Loans or from the application of the proceeds therefrom. (h) The Borrower shall have delivered or caused to be delivered to the Administrative Agent shall have received a completed Perfection Certificate, dated the Amendment No. 11 Effective Date and signed by a Responsible Officer of the Incremental Term Lender Borrower; (d) the Administrative Agent shall have received a solvency certificate notice from the Chief Financial Officer of Holdings setting forth the conclusions that, after giving effect Borrower pursuant to the transactions contemplated hereby, Holdings and its Subsidiaries (on a consolidated basis) are Solvent. (i) The incurrence of the Incremental Term Loans and the application of proceeds thereof (and assuming the Incremental Term Loans are fully drawn) complies with the requirements set forth in Section 2.22(a2.08(c) of the Credit Agreement. (j) The Borrower shall have given notice Agreement with respect to the permanent reduction of no less than an aggregate amount equal to $88,500,000 of the prepayment of the outstanding “New Class A Revolving Loans” under and as defined in the Commitments, which shall be allocated pro rata across all New Class A Revolving Credit Agreement in accordance with Section 2.12(b) of the Revolving Credit Agreement, and substantially contemporaneously with the funding of the Incremental Term Loans, shall have made such prepayment of such Revolving Loans. (k) The Administrative Agent and the Incremental Term Lender shall have received prior to the Incremental Facility Closing Date, to the extent requested from the Borrower in writing by the Administrative Agent at least 2 Business Days prior the Incremental Facility Closing Date, all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the USA Patriot Act that has been requested by the Administrative Agent prior to the Incremental Facility Closing Date.Commitments;

Conditions to Effectiveness of this Agreement. This Notwithstanding anything to the contrary set forth herein, this Agreement shall become effective on and as of the date hereof (the “Incremental Facility Closing Date”), upon satisfaction in a manner reasonably satisfactory to the Administrative Agent of only each of the following conditions: (a) The the delivery to the Administrative Agent and the Incremental Term Lender shall have received from the Borrower, Holdings, each Subsidiary Guarantor, the Administrative Agent, the Collateral Agent and the Incremental Term Lender either (i) a counterpart of this Agreement signed on behalf of such party or (ii) written evidence reasonably satisfactory to executed by each Credit Party, the Administrative Agent and the Incremental Term Lender Requisite Lenders; (which may include telecopy or other electronic transmission (including “pdf”b) the delivery to the Administrative Agent of a signed signature page copy of the fully executed Corresponding Second Lien Amendment, and evidence that all conditions contained therein (other than the effectiveness of this Agreement) that such party has signed a counterpart of this Agreement.have been satisfied; (bc) The Administrative Agent and the Incremental Term Lender Company shall have received, on behalf of such parties and the Lenders, an opinion of ▇▇▇▇▇▇ & Bird LLP, as special counsel for the Loan Parties and ▇▇▇▇ Plant ▇▇▇▇▇, as Minnesota special counsel for the Loan Parties, each dated as of the Incremental Facility Closing Date and addressed to the Administrative Agent, the Incremental Term Lender and the Lenders, and of such other counsel to the Loan Parties satisfactory paid to the Administrative Agent in immediately available Dollars, for the benefit of each Lender who has delivered an executed signature page to this Agreement on or prior to 5:00 P.M., New York City time, on March 5, 2010 (collectively, the “Signing Lenders”), a non-refundable fee in an aggregate amount equal to .03% of each such Signing Lender’s Revolving Commitment and the Incremental outstanding principal balance of the Term Loans held by each such Signing Lender, in each case, in form which fee shall be non-refundable for any reason and substance reasonably satisfactory fully earned and payable as of the date hereof; (d) the Company shall have paid all fees then due and payable to the Administrative Agent and the Incremental Term Lender. (c) The Administrative Agent shall have received: (i) a certificate as pursuant to the good standing of each Loan Party, as of a recent date, from the Secretary of State or similar Governmental Authority of the state of its incorporation or organization and (ii) an Officer’s Certificate of the Secretary or Assistant Secretary of each Loan Party dated the Incremental Facility Closing Date and certifying (A) that attached thereto are copies of the certificate or articles of incorporation or organization, including all amendments thereto, of each Loan Party, certified as of a recent date by the Secretary of State of the state of its organization, (B) that attached thereto are the true and complete copy of the bylaws or operating (or limited liability company) agreement of such Loan Party as in effect on the Incremental Facility Closing Date, (C) that attached thereto is a true and complete copy of resolutions duly adopted by the Governing Board of such Loan Party authorizing the execution, delivery and performance of the Loan Credit Documents to which such Person is a party and, in the case of the Borrower, the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, and (D) as to the incumbency and specimen signature of each officer executing any Loan Document on behalf of such Loan Party and countersigned by another officer as to the incumbency and specimen signature of the Secretary or Assistant Secretary executing the certificate pursuant to clause (ii) above. (d) The Administrative Agent shall have received an Officer’s Certificate, dated the Incremental Facility Closing Date and signed by a Financial Officer of the Borrower, certifying compliance with the conditions precedent set forth in Sections 3(f), (g), (i) and (j) hereof (and, in the case of clause (i), attaching calculations demonstrating such compliance). (e) The Incremental Term Lender shall have received (i) all fees due and payable on the Incremental Facility Closing Date pursuant to any agreement relating to the arrangement of the Incremental Term Loan Commitments and (ii) to the extent invoiced at least by the Administrative Agent not less than two (2) Business Days prior to the Incremental Facility Closing Fourth Amendment Effective Date, shall have reimbursed the Administrative Agent for all reasonable costs and expenses due and payable (whether pursuant to incurred by the Loan Documents or any agreement relating to the arrangement of the Incremental Term Loan Commitments) on or prior to the Incremental Facility Closing DateAdministrative Agent in connection with this Agreement, including, to the extent invoiced, reimbursement or payment of all reasonable and documented out of pocket costs and expenses (including, without limitation, the preparation, negotiation and execution of this Agreement (including reasonable fees, charges attorney’s fees of counsel to the Administrative Agent); (e) the accuracy of the representations and disbursements of ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP) required to be reimbursed or paid by the Loan Parties hereunder or under any Loan Document.warranties contained in Section 4 hereof; and (f) The representations and warranties of each Loan Party set forth in Section 5 of this Agreement and in each other Loan Document shall be true and correct in all material respects on and as of the Incremental Facility Closing 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 or period, in which case they shall be true and correct in all material respects as of such earlier date or period; provided that any representation and warranty that is qualified as to “materiality”, “Material Adverse Effect” or similar language shall be true and correct (after giving effect to any qualification therein) in all respects on the Incremental Facility Closing Date or on such earlier date, as the case may be. (g) No no Default or Event of Default shall exist or would immediately result from under the extension of the Incremental Term Loans or from the application of the proceeds therefrom. (h) The Borrower Credit Agreement shall have delivered or caused to occurred and be delivered to the Administrative Agent and the Incremental Term Lender a solvency certificate from the Chief Financial Officer of Holdings setting forth the conclusions that, after giving effect to the transactions contemplated hereby, Holdings and its Subsidiaries (on a consolidated basis) are Solventcontinuing. (i) The incurrence of the Incremental Term Loans and the application of proceeds thereof (and assuming the Incremental Term Loans are fully drawn) complies with the requirements set forth in Section 2.22(a) of the Credit Agreement. (j) The Borrower shall have given notice of the prepayment of the outstanding “Revolving Loans” under and as defined in the Revolving Credit Agreement in accordance with Section 2.12(b) of the Revolving Credit Agreement, and substantially contemporaneously with the funding of the Incremental Term Loans, shall have made such prepayment of such Revolving Loans. (k) The Administrative Agent and the Incremental Term Lender shall have received prior to the Incremental Facility Closing Date, to the extent requested from the Borrower in writing by the Administrative Agent at least 2 Business Days prior the Incremental Facility Closing Date, all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the USA Patriot Act that has been requested by the Administrative Agent prior to the Incremental Facility Closing Date.