Common use of Conditions to Effectiveness Clause in Contracts

Conditions to Effectiveness. This Amendment shall become effective only upon the satisfaction in full of the following conditions precedent: (a) Agent shall have received counterparts hereof, duly executed and delivered by all the parties hereto; (b) Agent shall have received a fully executed copy of each of the SWIMS Purchase Agreement and the SWIMS Subordinated Note, each of which shall be in full force and effect substantially concurrently with the effectiveness of this Amendment, and the SWIMS Acquisition shall be consummated in accordance with the SWIMS Purchase Agreement substantially concurrently with the effectiveness of this Amendment; (c) no Default or Event of Default shall have occurred and be continuing on the date hereof; (d) Borrowers have provided Agent with a due diligence package relative to the SWIMS Acquisition, including an acquisition overview, investment highlights, sources and uses for the SWIMS acquisition, and SWIMS’ historical and forecasted profit and loss statements, in form and substance reasonably satisfactory to Agent; (e) Parent shall have received (or shall, substantially concurrently with the effectiveness hereof receive) the proceeds of the issuance of the SWIMS Subordinated Note in the amount of $13,000,000, all of the proceeds of which shall have been (or, substantially concurrently with the effectiveness hereof, shall be) used to finance the purchase price and related transaction expenses paid by DFBG SWIMS to consummate the SWIMS Acquisition; (f) each of the representations and warranties made by the Loan Parties in this Amendment and/or in any other Loan Document shall be true and correct in all material respects on and as of the date hereof except (i) to the extent that any such representation or warranty relates to a specific date, in which case such representation and warranty shall be true and correct in all material respects as of such earlier date and (ii) that such materiality qualifier shall not be applicable to any representations and warranties that are already qualified or modified by materiality in the text thereof; (g) all reasonable and documented fees and out-of-pocket expenses under the Credit Agreement and this Amendment (including the outstanding fees and expenses of Agent, including without limitation, legal fees and expenses) have been paid by the Loan Parties to the extent such fees and expenses have been invoiced to Borrowers; and (h) Agent shall have received a fully executed copy of an amendment to the ABL Credit Agreement, dated the date hereof, among the Borrowers, the Guarantors, the Parent and ▇▇▇▇▇ Fargo Bank, National Association as the sole lenders party thereto (the “ABL Amendment”), which shall be in form and substance reasonably satisfactory to the Agent, the conditions to effectiveness of the ABL Amendment shall have been satisfied and the ABL Amendment shall be in full force and effect.

Conditions to Effectiveness. This Amendment shall become effective only upon Upon the satisfaction in full of each of the following conditions precedentconditions, this Agreement shall be deemed to be effective as of the date hereof: (a) the Administrative Agent shall have received counterparts hereofof this Agreement executed by the Administrative Agent (on behalf of itself and each of the Consenting Lenders by virtue of each Consenting Lender’s execution of a Lender Authorization), duly executed the Borrower, the Parent and delivered by all the parties heretoSubsidiary Grantors; (b) the Administrative Agent shall have received a fully executed copy of each of Lender Authorizations from the SWIMS Purchase Agreement and the SWIMS Subordinated Note, each of which shall be in full force and effect substantially concurrently with the effectiveness of this Amendment, and the SWIMS Acquisition shall be consummated in accordance with the SWIMS Purchase Agreement substantially concurrently with the effectiveness of this Amendmentrequisite Consenting Lenders; (c) no Default or Event of Default the Administrative Agent shall have occurred been reimbursed for all fees (including, without limitation, the fees set forth in that certain letter agreement dated as of March 18, 2008 (as amended, restated, supplemented or otherwise modified) between Wachovia Capital Markets, LLC and be continuing on the date hereofBorrower) and out-of-pocket charges and other expenses incurred in connection with this Agreement, including, without limitation, the reasonable fees and disbursements of counsel for the Administrative Agent; (d) Borrowers the Administrative Agent and the Canadian Administrative Agent shall have provided Agent with a due diligence package relative received (i) Schedule 1.1(c) to the SWIMS AcquisitionCredit Agreement and (ii) Schedule 1.l(c) to the Canadian Credit Agreement, including an acquisition overview, investment highlights, sources and uses for the SWIMS acquisition, and SWIMS’ historical and forecasted profit and loss statementsin each case, in form and substance reasonably satisfactory to the Administrative Agent and the Canadian Administrative Agent; (e) Parent the Administrative Agent shall have received a corresponding amendment to the Canadian Credit Agreement, in form and substance substantially consistent with this Agreement (with such changes as are applicable only to the Canadian Credit Agreement), duly executed by the Canadian Administrative Agent, the Canadian Borrower, the Parent, each Canadian Guarantor and the requisite Consenting Lenders (whether directly or shall, substantially concurrently with the effectiveness hereof receive) the proceeds of the issuance of the SWIMS Subordinated Note in the amount of $13,000,000, all of the proceeds of which shall have been (or, substantially concurrently with the effectiveness hereof, shall be) used to finance the purchase price and related transaction expenses paid by DFBG SWIMS to consummate the SWIMS Acquisitionthrough a lender authorization); (f) each of the representations and warranties made by the Loan Parties in this Amendment and/or in any other Loan Document Borrower shall be true and correct in all material respects on and as of the date hereof except (i) have paid to the extent Administrative Agent (or its applicable affiliates), for the account of each Consenting Lender (including the Administrative Agent and the Canadian Administrative Agent) that any such representation executes and delivers this Agreement or warranty relates a Lender Authorization to a specific datethe Administrative Agent (or its counsel) on or prior to 12:00 noon (Eastern Time) on March 27, 2008, an amendment fee in which case such representation and warranty shall be true and correct in all material respects as an amount equal to (a) 15 basis points times the principal amount of such earlier date and Consenting Lender’s Commitment plus (iib) that 15 basis points times the principal amount of such materiality qualifier shall not be applicable to any representations and warranties that are already qualified or modified by materiality Consenting Lender’s “Commitment” (as defined in the text thereofCanadian Credit Agreement); (g) all reasonable and documented fees and out-of-pocket expenses under the Credit Agreement and this Amendment (including the outstanding fees and expenses of Agent, including without limitation, legal fees and expenses) have been paid by the Loan Parties to the extent such fees and expenses have been invoiced to Borrowers; and (h) Administrative Agent shall have received a duly executed counterpart of the Parent Guaranty Agreement and each other document required to be delivered in connection therewith pursuant to, and in accordance with, Section 8.10(e)(i) of the Credit Agreement; (h) the Administrative Agent shall have received favorable opinions of counsel to the Parent addressed to the Administrative Agent and the Lenders with respect to the Parent, this Agreement and the other Loan Documents to which the Parent is a party and such other matters as the Lenders shall request (which such opinions shall expressly permit reliance by successors and assigns of the Administrative Agent or any Lender); (i) the Administrative Agent shall have received a copy of the fully executed copy of an amendment to the ABL Credit AgreementPurchase Agreement dated March 24, dated the date hereof, among the Borrowers, the Guarantors, 2008 by and between the Parent and ▇▇▇▇▇ Fargo BankFairfax Financial Holdings Limited (including the exhibits and schedules thereto) and each other material document, National Association as the sole lenders party thereto (the “ABL Amendment”)instrument, certificate and agreement executed or delivered in connection therewith, all of which shall be in form and substance reasonably satisfactory to the Administrative Agent (the “April 2008 Convertible Indebtedness Documents”) (it being agreed by the Parent that none of the April 2008 Convertible Indebtedness Documents shall be amended, modified, waived or supplemented after March 24, 2008 in any respect which would adversely affect the rights or interests of the Administrative Agent, the conditions to effectiveness of Canadian Administrative Agent, the ABL Amendment Lenders or the Canadian Lenders); and (j) the Administrative Agent shall have been satisfied received such other instruments, documents and certificates as the ABL Amendment Administrative Agent shall be reasonably request in full force and effectconnection with the execution of this Agreement.

Conditions to Effectiveness. This A. The amendments to the Amended and Restated Agreement set forth in Sections 1 through 8 of this First Amendment shall not become effective only upon until the satisfaction in full earliest date on which each of the following conditions precedentset forth in Sections 10(B) and 10(C) below shall have been satisfied (such date, the “First Amendment Effective Date”). If the First Amendment Effective Date has not occurred within thirty (30) days of the date hereof, Purchaser and Royal Gold shall have the option to terminate this First Amendment in its entirety, without recourse, by written notice to Vendor and ▇▇▇▇▇▇▇▇ Creek. B. Vendor shall have delivered to the Purchaser the following: (a) Agent shall have received counterparts hereof(i) a counterpart of an amendment to the Amended and Restated Security Agreement — Mining Claims and Leases, by and between Vendor and Purchaser dated as of December 14, 2011, duly executed by Vendor, a form of which amendment is attached hereto as Schedule C4, (ii) a counterpart of an amendment to the Amended and delivered Restated Security Agreement — Collateral, by and between Vendor and Purchaser dated as of December 14, 2011, duly executed by Vendor, a form of which amendment is attached hereto as Schedule C5, and (iii) a counterpart of an amendment to the Amended and Restated Security Agreement — Floating Charge, by and between Vendor and Purchaser dated as of December 14, 2011, duly executed by Vendor, a form of which amendment is attached hereto as Schedule C6, and all such amendments shall have been registered, filed or recorded in all offices, and all actions shall have been taken, that may be prudent or necessary to preserve, protect or perfect the parties heretosecurity interest of the Purchaser under the Security Agreements. Without limiting the foregoing, the amendments to the Security Agreements on the ▇▇▇▇▇▇▇▇ Property shall also be registered in: (i) British Columbia’s Mineral Titles Online Registry against each of the Mineral Claims and Mineral Leases that are part of the ▇▇▇▇▇▇▇▇ Property, (ii) British Columbia’s Personal Property Registry against all personal property of Vendor, and (iii) in the Land Title Office with respect to any Surface Rights that are registered in the Land Title Office from time to time, in which case Vendor will grant to the Purchaser a mortgage over its interest in such Surface Rights as security for the performance of its obligations to the Purchaser under the Amended and Restated Agreement as amended by this First Amendment in a form acceptable to the Parties, acting reasonably; (b) Agent shall have received a fully executed copy of each favourable legal opinion, in form and substance satisfactory to the Purchaser, acting reasonably, dated as of the SWIMS Purchase Agreement First Amendment Effective Date, from legal counsel to Vendor as to (i) the corporate power and authority of Vendor to execute, deliver and perform the SWIMS Subordinated Noteamendments to the Security Agreements attached hereto as Schedules C4, each C5 and C6, (ii) such legal opinions relating to the security granted in favour of which shall be in full force and effect substantially concurrently with the effectiveness of this AmendmentPurchaser as Purchaser may reasonably request, and (iii) such other legal opinions that the SWIMS Acquisition shall be consummated in accordance with the SWIMS Purchase Agreement substantially concurrently with the effectiveness of this AmendmentPurchaser may reasonably request; (c) no Default or Event evidence of Default shall have occurred the consent of the lenders under the Existing Credit Agreement to the amendments to the Amended and be continuing on Restated Agreement contemplated by this First Amendment, in form and substance satisfactory to the date hereofPurchaser; (d) Borrowers have provided Agent with a due diligence package relative the Fifth Amendment to the SWIMS Acquisition, including an acquisition overview, investment highlights, sources and uses for Existing Credit Agreement in substantially the SWIMS acquisition, and SWIMS’ historical and forecasted profit and loss statements, in form and substance reasonably satisfactory attached to Agent;this First Amendment as Annex 1 duly executed by all parties thereto; and (e) Parent shall have received (or shall, substantially concurrently with the effectiveness hereof receive) the proceeds of the issuance of the SWIMS Subordinated Note in the amount of $13,000,000, all of the proceeds of which shall have been (or, substantially concurrently with the effectiveness hereof, shall be) used to finance the purchase price and related transaction expenses paid by DFBG SWIMS to consummate the SWIMS Acquisition; (f) each of the representations and warranties made by the Loan Parties in this Amendment and/or in any other Loan Document shall be true and correct in all material respects on and as of the date hereof except (i) to the extent that any such representation or warranty relates to a specific date, in which case such representation and warranty shall be true and correct in all material respects as of such earlier date and (ii) that such materiality qualifier shall not be applicable to any representations and warranties that are already qualified or modified by materiality in the text thereof; (g) all reasonable and documented fees and out-of-pocket expenses under the Credit Agreement and this Amendment (including the outstanding fees and expenses of Agent, including without limitation, legal fees and expenses) have been paid by the Loan Parties to the extent such fees and expenses have been invoiced to Borrowers; and (h) Agent shall have received a fully executed copy counterparts of an amendment to the ABL Existing Intercreditor Agreement (as previously amended), duly executed by Vendor and JPMorgan Chase Bank, N.A., for and on behalf of the Senior Debt Secured Parties (as defined in the Existing Credit Agreement, dated the date hereof, among the Borrowers, the Guarantors, the Parent and ▇▇▇▇▇ Fargo Bank, National Association as the sole lenders party thereto (the “ABL Amendment”), recognizing the amendments to the Amended and Restated Agreement contemplated by this First Amendment, which amendment shall be in form and substance reasonably satisfactory to the Agent, the conditions to effectiveness of the ABL Amendment Purchaser. C. The Purchaser shall have been satisfied delivered to Vendor a counterpart of an amendment to the Existing Intercreditor Agreement (as previously amended), duly executed by the Purchaser, recognizing the amendments to the Amended and the ABL Amendment Restated Agreement contemplated by this First Amendment, which amendment shall be in full force form and effectsubstance satisfactory to the Vendor and JPMorgan Chase Bank, N.A., for and on behalf of the Senior Debt Secured Parties (as defined in the Existing Credit Agreement).

Conditions to Effectiveness. This Amendment shall become effective only upon the satisfaction in full The effectiveness of the following Plan will be subject to usual and customary conditions precedent: that are satisfactory to the Requisite Consenting Lenders, including the following: (ai) Agent shall have received counterparts hereof, duly executed all definitive documents contain terms and delivered by conditions consistent in all the parties hereto; (b) Agent shall have received a fully executed copy of each of the SWIMS Purchase Agreement and the SWIMS Subordinated Note, each of which shall be in full force and effect substantially concurrently respects with the effectiveness of this Amendment, RSA and the SWIMS Acquisition shall will otherwise be consummated in accordance with the SWIMS Purchase Agreement substantially concurrently with the effectiveness of this Amendment; (c) no Default or Event of Default shall have occurred and be continuing on the date hereof; (d) Borrowers have provided Agent with a due diligence package relative to the SWIMS Acquisition, including an acquisition overview, investment highlights, sources and uses for the SWIMS acquisition, and SWIMS’ historical and forecasted profit and loss statements, in form and substance reasonably satisfactory acceptable to Agent; (e) Parent the Requisite Consenting Lenders to the extent set forth in the RSA or this Term Sheet, and any conditions precedent related thereto shall have received been satisfied or waived; (or shall, substantially concurrently with the effectiveness hereof receiveii) the proceeds of Bankruptcy Court shall have entered the issuance of confirmation order for the SWIMS Subordinated Note Plan in form and substance materially consistent in all respects with this Term Sheet and otherwise acceptable to the amount of $13,000,000Debtors and the Requisite Consenting Lenders, and such confirmation order will not have been reversed, stayed, modified or vacated on appeal and such order shall have become a final order; (iii) all of the proceeds of which shall have been (orschedules, substantially concurrently with the effectiveness hereof, shall be) used to finance the purchase price documents and related transaction expenses paid by DFBG SWIMS to consummate the SWIMS Acquisition; (f) each of the representations and warranties made by the Loan Parties in this Amendment and/or in any other Loan Document shall be true and correct in all material respects on and as of the date hereof except (i) exhibits to the extent that any such representation or warranty relates to a specific date, in which case such representation and warranty shall be true and correct in all material respects as of such earlier date and (ii) that such materiality qualifier shall not be applicable to any representations and warranties that are already qualified or modified by materiality in the text thereof; (g) all reasonable and documented fees and out-of-pocket expenses under the Credit Agreement and this Amendment (including the outstanding fees and expenses of Agent, including without limitation, legal fees and expenses) have been paid by the Loan Parties to the extent such fees and expenses have been invoiced to Borrowers; and (h) Agent shall have received a fully executed copy of an amendment to the ABL Credit Agreement, dated the date hereof, among the Borrowers, the Guarantors, the Parent and ▇▇▇▇▇ Fargo Bank, National Association as the sole lenders party thereto (the “ABL Amendment”), which Plan shall be in form and substance materially consistent in all respects with this Term Sheet and otherwise reasonably satisfactory acceptable in all respects to the Agent, Debtors and the conditions to effectiveness of Requisite Consenting Creditors; (iv) the ABL Amendment shall RSA will not have been satisfied terminated, and the ABL Amendment shall will be in full force and effect.; (v) the Debtors shall not be in default under the DIP Facility or the orders approving the DIP Facility; (vi) all Transaction Expenses will have been paid in full in cash; (vii) in the event of a Reorganization Transaction, (a) the conditions to closing of the Exit Facilities shall have been satisfied or waived and (b) the Reorganized Debtors will have a minimum liquidity (consisting of unrestricted cash and/or revolver availability) of no less than $13 million on a pro forma basis as of the Effective Date, after taking into account any reserves required under the Plan (the “Minimum Liquidity Condition”); and (viii) all governmental and third party approvals and consents necessary in connection with the Restructuring shall have been obtained, not be subject to unfulfilled conditions and be in full force and effect, and all applicable waiting periods shall have expired without any action being taken or threatened by any competent authority that would restrain, prevent or otherwise impose materially adverse conditions on such transactions. The conditions precedent set forth herein may not be waived without the express prior written consent of the Debtors and the Requisite Consenting Lenders. EXHIBIT 1 TO RESTRUCTURING TERM SHEET

Conditions to Effectiveness. This Amendment shall become effective on the first date when, and only upon the satisfaction in full when, each of the following conditions precedent:set forth below shall have been satisfied or waived in accordance with the terms herein (such date, the “First Amendment Effective Date”): (a) the Agent shall have received counterparts hereof, duly executed counterparts of this Amendment by the Borrower, Holdings, the Guarantors, the Lenders constituting the Required Lenders under the Existing Credit Agreement as required hereby and delivered by all pursuant to the parties heretoCredit Agreement; (b) the Agent shall have received a fully executed copy all fees and amounts due and payable on or prior to the First Amendment Effective Date to the extent invoiced at least two (2) Business Days prior to the First Amendment Effective Date, including reimbursement or payment of each of the SWIMS Purchase Agreement all reasonable and the SWIMS Subordinated Note, each of which shall be in full force documented or invoiced out-of-pocket costs and effect substantially concurrently expenses associated with the effectiveness of this Amendment, with such costs and expenses to be limited to the SWIMS Acquisition shall be consummated in accordance with the SWIMS Purchase Agreement substantially concurrently with the effectiveness of this AmendmentAttorney Costs; (c) the Agent shall have received, (i) for the account of each Lender that executes and delivers to the Agent a counterpart of this Amendment before 3:00 p.m., New York City time, on or prior to July 25, 2022, an amendment fee in an amount equal to 0.05% of the aggregate amount of each such Lender’s Commitment in effect immediately prior to the First Amendment Effective Date and (ii) such other fees as set forth in that certain fee letter dated as of July 25, 2022, between Agent and the Borrower; (d) the representations and warranties set forth in this Amendment or any other Loan Document shall be true and correct in all material respects (and any representation and warranty that is qualified as to materiality or Material Adverse Effect shall be true and correct in all respects) after giving effect to this Amendment and the First Amendment to Term Loan Credit Agreement, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects (and any representation and warranty that is qualified as to materiality or Material Adverse Effect shall be true and correct in all respects) as of such earlier date; (e) no Default or Event of Default shall have occurred and be continuing on the date hereof; (d) Borrowers have provided Agent with a due diligence package relative to the SWIMS Acquisition, including an acquisition overview, investment highlights, sources and uses for the SWIMS acquisition, and SWIMS’ historical and forecasted profit and loss statementsor shall result, in form each case, immediately prior to and substance reasonably satisfactory after giving effect to Agent; (e) Parent shall have received (or shall, substantially concurrently with this Amendment and the effectiveness hereof receive) the proceeds of the issuance of the SWIMS Subordinated Note in the amount of $13,000,000, all of the proceeds of which shall have been (or, substantially concurrently with the effectiveness hereof, shall be) used First Amendment to finance the purchase price and related transaction expenses paid by DFBG SWIMS to consummate the SWIMS AcquisitionTerm Loan Credit Agreement; (f) each the Agent and the Lenders party hereto shall have received true, correct and complete copies of the representations Signal Peak Acquisition Agreement, the U.S. Well Merger Agreement and warranties made by the Loan Parties all amendments, modifications and supplements thereto, in this Amendment and/or each case, in any other Loan Document shall be true and correct in all material respects on and existence as of the date hereof except (i) to the extent that any such representation or warranty relates to a specific date, in which case such representation and warranty shall be true and correct in all material respects as of such earlier date and (ii) that such materiality qualifier shall not be applicable to any representations and warranties that are already qualified or modified by materiality in the text thereofFirst Amendment Effective Date; (g) all reasonable and documented fees and out-of-pocket expenses under contemporaneously with the Credit Agreement and execution of this Amendment (including Amendment, the outstanding fees and expenses of Agent, including without limitation, legal fees and expenses) have been paid by the Loan Parties to the extent such fees and expenses have been invoiced to Borrowers; and (h) Agent shall have received a fully executed copy of an amendment executed First Amendment to the ABL Term Loan Credit Agreement, dated the date hereof, among the Borrowers, the Guarantors, the Parent and ▇▇▇▇▇ Fargo Bank, National Association as the sole lenders party thereto (the “ABL Amendment”), which shall be Agreement in form and substance reasonably satisfactory to the Agent; and (h) the Agent shall have received a copy of an executed amendment to the Initial Intercreditor Agreement dated as of the First Amendment Effective Date by and among the Agent, the Term Loan Agent, and the Obligors, in form and substance reasonably satisfactory to the Agent and the Required Lenders (“Amendment to Intercreditor”). By executing and delivering its signature page to this Amendment, each Lender acknowledges and agrees that the conditions to effectiveness of the ABL Amendment shall precedent set forth in this Section 2 have been satisfied and the ABL Amendment shall be in full force and effectsatisfied.

Conditions to Effectiveness. This Amendment Section 4.1. The amendments set forth in Section 1 and the waiver set forth in Section 2 shall become effective only upon at the satisfaction in full of time the following conditions precedent:are satisfied to the Purchasers’ satisfaction (the date of satisfaction of such conditions, the “Effective Date”): (a) Agent The Purchasers shall have received one or more counterparts hereof, duly of this Waiver and First Amendment executed and delivered by all each of the parties heretoIssuers and Holdings; (b) Agent shall have received a fully executed copy of each of the SWIMS Purchase Agreement After giving effect to this Waiver and the SWIMS Subordinated Note, each of which shall be in full force and effect substantially concurrently with the effectiveness of this First Amendment, and the SWIMS Acquisition shall be consummated in accordance with the SWIMS Purchase Agreement substantially concurrently with the effectiveness of this Amendment; (c) no Default or Event of Default shall have occurred and be continuing on as of the date hereofof this Amendment; (dc) Borrowers have provided Agent with a due diligence package relative to the SWIMS Acquisition, including an acquisition overview, investment highlights, sources and uses for the SWIMS acquisition, and SWIMS’ historical and forecasted profit and loss statements, in form and substance reasonably satisfactory to Agent; (e) Parent shall have received (or shall, substantially concurrently with the effectiveness hereof receive) the proceeds of the issuance of the SWIMS Subordinated Note in the amount of $13,000,000, all of the proceeds of which shall have been (or, substantially concurrently with the effectiveness hereof, shall be) used to finance the purchase price and related transaction expenses paid by DFBG SWIMS to consummate the SWIMS Acquisition; (f) each of the The representations and warranties made by the Loan Parties of Issuers and Holdings contained in this Waiver and First Amendment and/or in any other Loan Document shall be true and correct in all material respects on and as of the date hereof except Effective Date. (d) The Issuers and Holdings shall have entered into an agreement with the Senior Lenders pursuant to which (i) to Section 6.01(a) of the extent that any such representation or warranty relates to Senior Credit Agreement is amended in a specific datemanner consistent with Section 1.1 hereof, in which case such representation and warranty shall be true and correct in all material respects as of such earlier date and (ii) that such materiality qualifier shall not be applicable to any representations and warranties that are already qualified or modified by materiality the Senior Lenders waive the restrictions set forth in clause (a) of the definition of “Permitted Acquisition” in the text thereof;Senior Credit Agreement so as to permit the Project Miami Acquisition and (iii) the Senior Lenders consent to the payment of the Amendment Fee and the Waiver Fee to Purchasers as set forth herein. (ge) all reasonable and documented fees and outThe Issuers shall have paid to each Purchaser a non-of-pocket expenses under the Credit Agreement and this Amendment (including refundable amendment fee in cash in an amount equal to 25 basis points multiplied by the outstanding fees and expenses amount of Agent, including without limitation, legal fees and expenses) have been paid by such Purchaser’s Note which shall be fully earned on the Loan Parties to the extent such fees and expenses have been invoiced to Borrowers; and (h) Agent shall have received a fully executed copy of an amendment to the ABL Credit Agreement, dated the date hereof, among the Borrowers, the Guarantors, the Parent and ▇▇▇▇▇ Fargo Bank, National Association as the sole lenders party thereto Effective Date (the “ABL AmendmentAmendment Fee”), which shall be in form and substance reasonably satisfactory to the Agent, the conditions to effectiveness of the ABL Amendment shall have been satisfied and the ABL Amendment shall be in full force and effect.

Conditions to Effectiveness. This The effectiveness of this Amendment is subject to the condition precedent that Borrower shall become effective only upon the satisfaction consent to or have delivered, in full form and substance satisfactory to Bank, such documents, and completion of the following conditions precedentsuch other matters, as Bank may reasonably deem necessary or appropriate, including, without limitation: (a) Agent shall have received counterparts hereof, duly executed and delivered by all the parties heretooriginal signatures to this Amendment; (b) Agent shall have received its Operating Documents and a fully executed copy good standing certificate of each Borrower certified by the Secretary of State of the SWIMS Purchase Agreement State of Delaware and the SWIMS Subordinated Note, each Secretary of which shall be in full force and effect substantially concurrently with State of the effectiveness State of this Amendment, and Washington as of a date no earlier than thirty (30) days prior to the SWIMS Acquisition shall be consummated in accordance with the SWIMS Purchase Agreement substantially concurrently with the effectiveness of this AmendmentEffective Date; (c) no Default duly executed original signature of the secretary or Event assistant secretary of Default shall have occurred and be continuing on Borrower with respect to a general certificate of Borrower as to, among other things, the date hereofResolutions for Borrower; (d) Borrowers have provided Agent with a due diligence package relative to the SWIMS Acquisition, including an acquisition overview, investment highlights, sources and uses for the SWIMS acquisition, and SWIMS’ historical and forecasted profit and loss statements, intellectual property security agreement in favor of Bank in form and substance reasonably satisfactory acceptable to AgentBank; (e) Parent certified copies, dated as of a recent date, of financing statement searches, as Bank shall have received (or shallrequest, substantially concurrently with reflecting a lien status position of Borrower in conformity herewith and the effectiveness hereof receive) the proceeds of the issuance of the SWIMS Subordinated Note in the amount of $13,000,000, all of the proceeds of which shall have been (or, substantially concurrently with the effectiveness hereof, shall be) used Loan Agreement and otherwise acceptable to finance the purchase price and related transaction expenses paid by DFBG SWIMS to consummate the SWIMS AcquisitionBank; (f) each of the representations and warranties made Perfection Certificate executed by the Loan Parties in this Amendment and/or in any other Loan Document shall be true and correct in all material respects on and as of the date hereof except (i) to the extent that any such representation or warranty relates to a specific date, in which case such representation and warranty shall be true and correct in all material respects as of such earlier date and (ii) that such materiality qualifier shall not be applicable to any representations and warranties that are already qualified or modified by materiality in the text thereofBorrower; (g) all reasonable intellectual property searches in form and documented fees and out-of-pocket expenses under the Credit Agreement and this Amendment (including the outstanding fees and expenses of Agent, including without limitation, legal fees and expenses) have been paid by the Loan Parties substance acceptable to the extent such fees and expenses have been invoiced to Borrowers; andBank; (h) Agent shall have received a fully evidence of repayment of the obligations and indebtedness under the Pinnacle Facilities and the termination of any and all liens and security interests associated therewith, provided that the documentation of this Amendment may be executed copy and this facility may be deemed closed and finalized pending the satisfaction of an amendment this condition with the specific understanding that no Obligations under the Loan Agreement may be outstanding or allowed to be incurred unless and until the ABL Credit Agreement, dated the date hereof, among the Borrowers, the Guarantors, the Parent conditions set forth in this clause are satisfied as Bank determines in its reasonable discretion; (i) repayment in full of all Equipment Advances and ▇▇▇▇▇ Fargo Bank, National Association as the sole lenders party thereto all related Obligations; (the “ABL Amendment”), which shall be in form and substance reasonably j) evidence satisfactory to Bank that the Agent, insurance policies required by the conditions to effectiveness of the ABL Amendment shall have been satisfied and the ABL Amendment shall be Loan Agreement are in full force and effect, together with appropriate evidence showing lender loss payable and/or additional insured clauses or endorsements in favor of Bank; (k) payment of the fees and Bank Expenses as otherwise set forth herein; and (1) the delivery of such other documents and agreements and the taking of such other actions as Bank shall determine is necessary or advisable in order to effectuate the purposes hereof.

Conditions to Effectiveness. This Amendment shall become effective only upon the satisfaction in full date on which each of the following conditions precedentshall have been received or waived by the Administrative Agent in its discretion (except that the Administrative Agent may not waive receipt of clauses (i), (ii), (iii), (iv), (x), (xi) and (xii) of this Section 4), each in form and substance satisfactory to the applicable recipient: (ai) the Administrative Agent shall have received counterparts hereofthis Amendment, executed and delivered by a duly authorized officer of (a) the Borrower and (b) the Required Lenders (including, in any event, each Lender providing a portion of the Extended Facilities), together with all schedules and exhibits hereto and acknowledged by the Administrative Agent; (ii) the Administrative Agent shall have received an acknowledgment and consent (“Acknowledgment and Consent”), substantially in the form of Exhibit B hereto, duly executed and delivered by all the parties heretoeach Guarantor; (biii) the Administrative Agent shall have received the favorable written opinion or opinions with respect to the Amendment and related Loan Documents executed on the Effective Date and the transactions contemplated thereby of (A) in-house legal counsel to the Borrower and (B) Skadden, Arps, Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇ LLP, special counsel to the Borrower and Guarantors, in each case dated the Effective Date, addressed to the Administrative Agent and the Lenders and reasonably satisfactory to the Administrative Agent; (iv) the Administrative Agent shall have received resolutions of the boards of directors or other appropriate governing body (or of the appropriate committee thereof) of the Borrower and each Guarantor certified by its secretary or assistant secretary as of the Effective Date, approving this Amendment, adopting the Loan Documents to be executed by such Person, and authorizing the execution and delivery thereof; (v) the Administrative Agent shall have received specimen signatures of officers or other appropriate representatives executing the Loan Documents on behalf of the Borrower and each Guarantor, certified by the secretary or assistant secretary of such Borrower or Guarantor; (vi) the Administrative Agent shall have received any changes to the Organizational Documents of the Borrower and each Guarantor since the First Amendment Effective Date or since last provided to the Administrative Agent prior to the Effective Date, certified as true and correct by its secretary or assistant secretary; (vii) the Administrative Agent shall have received any changes to the Operating Documents of the Borrower and each Guarantor since the First Amendment Effective Date or since last provided to the Administrative Agent prior to the Effective Date, certified as of the Effective Date as true and correct by its secretary or assistant secretary; (viii) the Administrative Agent shall have received certificates issued as of a recent date by the Secretaries of State of the respective jurisdictions of formation of the Borrower and each Guarantor as to the due existence and good standing of such Person; (ix) the Administrative Agent shall have received a fully executed copy of each Borrowing Notice in respect of the SWIMS Purchase Agreement and Extended Term Loans in each case requested to be made on the SWIMS Subordinated Note, each of which shall be in full force and effect substantially concurrently with the effectiveness of this Amendment, and the SWIMS Acquisition shall be consummated Effective Date in accordance with the SWIMS Purchase Credit Agreement substantially concurrently with the effectiveness of (after giving effect to this Amendment); (cx) no Default or Event of Default the Borrower shall have occurred and be continuing purchased, defeased, discharged or redeemed at least 80% of the aggregate principal amount outstanding of the Year 2006 Senior Notes using cash on hand (not resulting from borrowings under the date hereofCredit Agreement) or proceeds from the Year 2010 Senior Notes; (dxi) Borrowers have provided Agent with a due diligence package relative to the SWIMS Acquisition, including an acquisition overview, investment highlights, sources and uses for the SWIMS acquisition, and SWIMS’ historical and forecasted profit and loss statements, in form and substance reasonably satisfactory to Agent; (e) Parent Borrower shall have received (or shall, substantially concurrently with repaid the effectiveness hereof receive) the proceeds of the issuance of the SWIMS Subordinated Note in the amount of $13,000,000, all of the proceeds of which shall have been (or, substantially concurrently with the effectiveness hereof, shall be) used to finance the purchase price and related transaction expenses paid by DFBG SWIMS to consummate the SWIMS Acquisition; (f) each of the representations and warranties made by the Loan Parties in this Amendment and/or in any other Loan Document shall be true and correct in all material respects on and as of the date hereof except (i) to the extent that any such representation or warranty relates to a specific date, in which case such representation and warranty shall be true and correct in all material respects as of such earlier date and (ii) that such materiality qualifier shall not be applicable to any representations and warranties that are already qualified or modified by materiality in the text thereof; (g) all reasonable and documented fees and out-of-pocket expenses Term Loans under the Credit Agreement to the extent contemplated by the “Lender Commitments” section of the Term Sheet provided to the Lenders in connection with this Amendment, using cash on hand (not resulting from borrowings under the Credit Agreement) or proceeds from the Year 2010 Senior Notes; and (xii) the Administrative Agent shall have received evidence that all fees payable by the Borrower on or before the Effective Date to the Administrative Agent, JPMorgan and the Lenders (or their affiliates) in connection with this Amendment (Amendment, have been paid in full, including the outstanding fees and expenses of Agent, including without limitation, legal counsel to the Administrative Agent to the extent invoiced at least one (1) Business Day prior to or on the Effective Date (which may include amounts constituting reasonable estimates of such fees and expenses incurred or to be incurred in connection with the transaction; provided that no such estimate shall thereafter preclude the final settling of accounts as to such fees and expenses) have been paid by the Loan Parties in each case to the extent such fees and expenses have been invoiced to Borrowers; and (h) Agent shall have received a fully executed copy of an amendment to agreed upon in the ABL Credit AgreementEngagement Letter, dated the date hereofMarch 31, 2010, among the BorrowersAdministrative Agent, JPMorgan and the Guarantors, the Parent and ▇▇▇▇▇ Fargo Bank, National Association as the sole lenders party thereto Borrower (the “ABL AmendmentEngagement Letter”), which shall be in form and substance reasonably satisfactory to the Agent, the conditions to effectiveness of the ABL Amendment shall have been satisfied and the ABL Amendment shall be in full force and effect.

Conditions to Effectiveness. This The effectiveness of the Third Amendment shall become effective only upon Incremental Term Loan Commitment, the funding of the Third Amendment Incremental Term Loans and the effectiveness of the amendments to the Credit Agreement set forth herein are each subject to the satisfaction (or waiver by (x) the Consenting Lenders in full the case of Section 2 hereof and (y) the Third Amendment Incremental Term Loan Lenders in the case of Section 3 hereof) of each of the following conditions precedent:(the date on which such conditions shall have been so satisfied or waived, the “Third Amendment Effective Date”): (a) the Administrative Agent shall have executed a counterpart of this Amendment and received counterparts hereof, duly (i) a counterpart to this Amendment executed and delivered by all the parties heretoBorrower and Holdings, (ii) a counterpart to this Amendment from existing Lenders sufficient to constitute Required Lenders (without giving effect to the Third Amendment Incremental Term Loans) and (ii) the executed Lender Addendum by the Third Amendment Incremental Term Loan Lenders; (b) on and as of the Third Amendment Effective Date, the representations and warranties of each Loan Party set forth in the Loan Documents shall be true and correct in all material respects (except that any representation and warranty that is qualified as to “materiality” or “Material Adverse Effect” shall be true and correct in all respects as so qualified), in each case, on and as of the Third Amendment Effective Date and after giving effect to the Third Amendment Incremental Term Loans and the amendments made pursuant to this Amendment on the Third Amendment Effective Date (except in the case of any representation and warranty which specifically refers to an earlier date, such representation and warranty shall have been true and correct in all material respects as of such earlier date); (c) the Borrower shall have paid all expenses required to be paid by the Borrower to the Administrative Agent and the Third Amendment Incremental Term Loan Lenders on or before the Third Amendment Effective Date, including the reasonable and documented out-of-pocket expenses of Milbank LLP, counsel to the Administrative Agent (which fees may be offset against the proceeds of the Third Amendment Incremental Term Loans funded on the Third Amendment Effective Date), in each case, to the extent invoiced at least two (2) Business Days prior to the Third Amendment Effective Date (except as otherwise reasonably agreed by the Borrower); (d) the Administrative Agent shall have received a fully certificate dated the Third Amendment Effective Date and executed copy by a Responsible Officer of each of the SWIMS Purchase Agreement Loan Parties, certifying that attached thereto is a true and complete copy of resolutions or written consents of its board of directors or other relevant governing body or Person, as the SWIMS Subordinated Notecase may be, each authorizing the execution, delivery and performance of this Amendment and any other Loan Document to which shall it is a party to be entered into as of the Third Amendment Effective Date, and that such resolutions or written consents have not been modified, rescinded or amended and are in full force and effect substantially concurrently with the effectiveness of this Amendmentwithout amendment, and the SWIMS Acquisition shall be consummated in accordance with the SWIMS Purchase Agreement substantially concurrently with the effectiveness of this Amendmentmodification or rescission; (ce) the Administrative Agent shall have received a certificate from the chief financial officer, chief accounting officer or other Responsible Officer of the Borrower attesting to the Solvency of the Borrower and its Restricted Subsidiaries on a consolidated basis after giving effect to this Amendment on the Third Amendment Effective Date, substantially in the form of Exhibit L to the Credit Agreement; (f) no Default or Event of Default shall have occurred and be continuing on the date hereofThird Amendment Effective Date after giving effect to this Amendment and the Third Amendment Incremental Term Loans on the Third Amendment Effective Date; (dg) Borrowers have provided the Administrative Agent with a due diligence package relative to the SWIMS Acquisition, including an acquisition overview, investment highlights, sources and uses for the SWIMS acquisition, and SWIMS’ historical and forecasted profit and loss statements, in form and substance reasonably satisfactory to Agent; (e) Parent shall have received an officer’s certificate from a Responsible Officer of Holdings and dated the Third Amendment Effective Date, certifying that (or shall, substantially concurrently with the effectiveness i) each condition set forth in Sections 4(b) and 4(f) hereof receive) the proceeds of the issuance of the SWIMS Subordinated Note in the amount of $13,000,000, all of the proceeds of which shall have been (or, substantially concurrently with the effectiveness hereof, shall be) used to finance the purchase price and related transaction expenses paid by DFBG SWIMS to consummate the SWIMS Acquisition; (f) each of the representations and warranties made by the Loan Parties in this Amendment and/or in any other Loan Document shall be true and correct in all material respects satisfied on and as of the date hereof except (i) to the extent that any such representation or warranty relates to a specific date, in which case such representation and warranty shall be true and correct in all material respects as of such earlier date Third Amendment Effective Date and (ii) that such materiality qualifier shall not be applicable the Third Amendment Incremental Term Loans comply with the provisions of Section 2.16 of the Credit Agreement after giving effect to any representations and warranties that are already qualified or modified by materiality the amendments set forth in the text thereofSection 2 hereof; (gh) all reasonable the Administrative Agent shall have received the legal opinion of Skadden, Arps, Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇ LLP, acting as New York counsel for the Borrower and documented fees and out-of-pocket expenses under the Credit Agreement and this Amendment (including the outstanding fees and expenses of Agenteach other Loan Party, including without limitation, legal fees and expenses) have been paid by the Loan Parties addressed to the extent such fees Administrative Agent and expenses have been invoiced the Third Amendment Incremental Term Loan Lenders and reasonably satisfactory to Borrowersthe Administrative Agent; and (hi) the Administrative Agent shall have received a fully executed copy of an amendment Loan Notice relating to the ABL Credit Agreement, dated Borrowing of the date hereof, among Third Amendment Incremental Term Loans on the Borrowers, Third Amendment Effective Date. Each Party to this Amendment hereby agrees that the Guarantors, the Parent and ▇▇▇▇▇ Fargo Bank, National Association as the sole lenders party thereto (the “ABL Amendment”), which amendments set forth in Section 2 hereof shall be in form and substance reasonably satisfactory effective immediately prior to the Agent, the conditions to effectiveness of the ABL Amendment shall have been satisfied amendments set forth in Section 3 hereof and the ABL making of the Third Amendment shall be in full force and effectIncremental Term Loans.

Conditions to Effectiveness. This Amendment shall become effective only upon on the satisfaction in full of date (the “Effective Date”) on which the following conditions precedentare satisfied in full: (a) Agent shall have received one or more counterparts hereof, duly of this Amendment executed and delivered by all Borrower, the parties heretoother Loan Parties, Agent and Lenders; (b) Agent shall have received a fully one or more counterparts of the Consent and Reaffirmation in the form of Exhibit A hereto, executed copy of and delivered by each of the SWIMS Purchase Agreement and the SWIMS Subordinated Note, each of which shall be in full force and effect substantially concurrently with the effectiveness of this Amendment, and the SWIMS Acquisition shall be consummated in accordance with the SWIMS Purchase Agreement substantially concurrently with the effectiveness of this AmendmentGuarantors named therein; (c) Agent shall have received an amendment and restatement, each in the form of Exhibit B hereto, of each Note held by a Lender having a Term Loan B Commitment, each dated the Amendment No. 1 Effective Date and executed and delivered by Borrower; (d) Agent shall have received the Intercompany Note, duly executed and delivered by Borrower and pledged and endorsed by Earth LNG to the order of Agent, accompanied by such instruments of transfer or assignment duly executed in blank as specified by Agent; (e) Agent shall have received received (i) in immediately available funds the Amendment No. 1 Fee and (ii) evidence satisfactory to Agent that all Legal Costs of Agent incurred in connection with this Amendment and the other Loan Documents shall have been paid; (f) except for the Continuing Defaults (as hereinafter defined) no Default or Event of Default shall have occurred and be is continuing on the date hereof;or would result after giving effect to this Amendment; and (dg) Borrowers have provided Agent with a due diligence package relative to the SWIMS Acquisition, including an acquisition overview, investment highlights, sources and uses except for the SWIMS acquisition, and SWIMS’ historical and forecasted profit and loss statements, in form and substance reasonably satisfactory to Agent; (e) Parent shall have received (or shall, substantially concurrently with the effectiveness hereof receive) the proceeds of the issuance of the SWIMS Subordinated Note in the amount of $13,000,000, all of the proceeds of which shall have been (or, substantially concurrently with the effectiveness hereof, shall be) used to finance the purchase price and related transaction expenses paid by DFBG SWIMS to consummate the SWIMS Acquisition; (f) each of the those representations and warranties made by that are not true and correct as a result of the Continuing Defaults, all representations and warranties of the Loan Parties contained in this Amendment and/or and in any other Loan Document shall be true and correct in all material respects on and as of the date hereof except (i) to the extent that any such representation or warranty relates to a specific date, in which case such representation and warranty Credit Agreement shall be true and correct in all material respects as of such earlier date and (ii) that such materiality qualifier shall not be applicable to any representations and warranties that are already qualified or modified by materiality in the text thereof;date (gh) all reasonable hereof and documented fees and out-of-pocket expenses under as of the Credit Agreement and this Amendment (including the outstanding fees and expenses of AgentEffective Date, including without limitation, legal fees and expenses) have been paid by the Loan Parties except to the extent such fees representations and expenses have been invoiced warranties relate to Borrowers; and (h) Agent shall have received a fully executed copy of an amendment to the ABL Credit Agreement, dated the date hereof, among the Borrowers, the Guarantors, the Parent and ▇▇▇▇▇ Fargo Bank, National Association as the sole lenders party thereto (the “ABL Amendment”), which shall be in form and substance reasonably satisfactory to the Agent, the conditions to effectiveness of the ABL Amendment shall have been satisfied and the ABL Amendment shall be in full force and effectspecific date.

Conditions to Effectiveness. This Amendment and each First Amendment Effective Date Term Lender’s obligation to provide the First Amendment Effective Date Term Loan Commitments shall become effective on the first date (the “First Amendment Effective Date”) when, and only upon the satisfaction in full when, each of the following applicable conditions precedentset forth below have been satisfied (or waived) in accordance with the terms herein: (a) the Administrative Agent shall have received counterparts hereoffrom the Borrower, each other Loan Party, the Existing Lenders constituting Required Lenders and each First Amendment Effective Date Term Lender a counterpart to this Amendment, duly executed and delivered by all the parties heretoon behalf of such party; (b) the Administrative Agent shall have received a fully executed copy of each of the SWIMS Purchase Agreement items set forth on Annex C attached hereto, in each case, in form and substance reasonably acceptable to the SWIMS Subordinated Note, each of which shall be in full force and effect substantially concurrently with the effectiveness of this Amendment, and the SWIMS Acquisition shall be consummated in accordance with the SWIMS Purchase Agreement substantially concurrently with the effectiveness of this AmendmentAdministrative Agent; (c) receipt by the Administrative Agent in dollars and in immediately available funds, for the benefit of each First Amendment Effective Date Term Lender, based on its pro rata share of the aggregate amount of the First Amendment Effective Date Term Loan on the First Amendment Effective Date, a non-refundable closing fee in an aggregate amount equal to 2.50% ($1,250,000.00) of the aggregate principal amount of the First Amendment Effective Date Term Loan, which such fee shall be fully earned, due and payable on the date hereof and paid from the proceeds of the First Amendment Effective Date Term Loans; (d) all fees and expenses required to be paid on the First Amendment Effective Date pursuant to the Loan Documents (in the case of expenses, to the extent invoiced at least one (1) Business Day prior to the First Amendment Effective Date) shall have been paid from the proceeds of the First Amendment Effective Date Term Loans; (e) the truth and accuracy of the representations and warranties in Section 5 hereof; and (f) both immediately before and after giving effect to this Amendment, the funding of the First Amendment Effective Date Term Loans and the consummation of the other transactions contemplated by this Amendment, no Default or Event of Default (other than the Designated Defaults) shall have occurred and be continuing on the date hereof; (d) Borrowers have provided Agent with a due diligence package relative to the SWIMS Acquisition, including an acquisition overview, investment highlights, sources and uses for the SWIMS acquisition, and SWIMS’ historical and forecasted profit and loss statements, in form and substance reasonably satisfactory to Agent; (e) Parent shall have received (or shall, substantially concurrently with the effectiveness hereof receive) the proceeds of the issuance of the SWIMS Subordinated Note in the amount of $13,000,000, all of the proceeds of which shall have been (or, substantially concurrently with the effectiveness hereof, shall be) used to finance the purchase price and related transaction expenses paid by DFBG SWIMS to consummate the SWIMS Acquisition; (f) each of the representations and warranties made by the Loan Parties in this Amendment and/or in any other Loan Document shall be true and correct in all material respects on and as of the date hereof except (i) to the extent that any such representation or warranty relates to a specific date, in which case such representation and warranty shall be true and correct in all material respects as of such earlier date and (ii) that such materiality qualifier shall not be applicable to any representations and warranties that are already qualified or modified by materiality in the text thereof; (g) all reasonable and documented fees and out-of-pocket expenses under the Credit Agreement and this Amendment (including the outstanding fees and expenses of Agent, including without limitation, legal fees and expenses) have been paid by the Loan Parties to the extent such fees and expenses have been invoiced to Borrowers; and (h) Agent shall have received a fully executed copy of an amendment to the ABL Credit Agreement, dated the date hereof, among the Borrowers, the Guarantors, the Parent and ▇▇▇▇▇ Fargo Bank, National Association as the sole lenders party thereto (the “ABL Amendment”), which shall be in form and substance reasonably satisfactory to the Agent, the conditions to effectiveness of the ABL Amendment shall have been satisfied and the ABL Amendment shall be in full force and effectcontinuing.

Conditions to Effectiveness. This Amendment shall become effective as of the date first above written (the “Amendment Effective Date”) when, and only upon the satisfaction in full of when, the following conditions precedent:have been satisfied (or waived by the Administrative Agent and the Lenders party hereto in their sole discretion): (a) The Administrative Agent shall have received, in immediately available funds, to the extent invoiced prior to the Amendment Effective Date, reimbursement or payment of all reasonable out-of-pocket costs and expenses of the Administrative Agent (including, but not limited to, the reasonable fees and expenses of counsel (including, but not limited to, one local counsel and any specialist counsel in each relevant jurisdiction) to the Administrative Agent) required to be reimbursed or paid by the Borrower hereunder or under any other Loan Document. (b) The Administrative Agent shall have received the following documents, each document being dated the date of receipt thereof by the Administrative Agent (which date shall be the same for all such documents, except as otherwise specified below), in form and substance satisfactory to the Administrative Agent: (i) either (A) counterparts hereof, of this Amendment duly executed and delivered by all the parties hereto; (b) Agent shall have received a fully executed copy of each of Borrower, the SWIMS Purchase Agreement and Exiting Borrower, the SWIMS Subordinated NoteLenders, each of which shall be in full force and effect substantially concurrently with the effectiveness of this AmendmentAdministrative Agent, and the SWIMS Acquisition shall be consummated in accordance with Fronting Banks or (B) written evidence satisfactory to the SWIMS Purchase Agreement substantially concurrently with the effectiveness Administrative Agent that such parties have signed counterparts of this Amendment; (cii) certified copies of (A) the resolutions of the Board of Directors of the Borrower approving this Amendment, the Credit Agreement and the Specified Transactions, and (B) all documents evidencing any other necessary corporate action with respect to this Amendment, the Credit Agreement and the Specified Transactions; (iii) a certificate of the Secretary or an Assistant Secretary of the Borrower certifying (A) the names and true signatures of the officers of the Borrower authorized to sign this Amendment and the other documents to be delivered hereunder, (B) that attached thereto are true and correct copies of the Organizational Documents of the Borrower, in each case as in effect on such date, and (C) that true and correct copies of all governmental and regulatory authorizations and approvals required for the due execution, delivery and performance by the Borrower of this Amendment and the Credit Agreement have previously been delivered to the Administrative Agent and remain in full force and effect on such date; (iv) a certificate of an Authorized Officer of the Borrower (the statements in which shall be true) certifying that, both before and after giving effect to this Amendment, (A) no Default or event has occurred and is continuing that constitutes an Event of Default shall have occurred and be continuing on the date hereof; (d) Borrowers have provided Agent or an Unmatured Default with a due diligence package relative respect to the SWIMS Acquisition, including an acquisition overview, investment highlights, sources Borrower and uses for the SWIMS acquisition, and SWIMS’ historical and forecasted profit and loss statements, in form and substance reasonably satisfactory to Agent; (eB) Parent shall have received (or shall, substantially concurrently with the effectiveness hereof receive) the proceeds of the issuance of the SWIMS Subordinated Note in the amount of $13,000,000, all of the proceeds of which shall have been (or, substantially concurrently with the effectiveness hereof, shall be) used to finance the purchase price and related transaction expenses paid by DFBG SWIMS to consummate the SWIMS Acquisition; (f) each of the representations and warranties made by of the Loan Parties Borrower contained in this Amendment and/or in any the Credit Agreement and each other Loan Document shall be to which the Borrower is a party are true and correct in all material respects (or in the case of any representation or warranty already qualified by materiality, true and correct in all respects) on and as of the Amendment Effective Date, as though made on and as of such date hereof except (i) to the extent that other than any such representation or warranty relates that by its terms refers to a specific date, in which case such representation and warranty shall be true and correct in all material respects as of such earlier date and (ii) that such materiality qualifier shall not be applicable to any representations and warranties that are already qualified or modified by materiality in the text thereof; (g) all reasonable and documented fees and out-of-pocket expenses under the Credit Agreement and this Amendment (including the outstanding fees and expenses of Agent, including without limitation, legal fees and expenses) have been paid by the Loan Parties to the extent such fees and expenses have been invoiced to Borrowersspecific date); and (hv) Agent shall have received a fully executed copy an opinion of an amendment to the ABL Credit Agreement, dated the date hereof, among the Borrowers, the Guarantors, the Parent and ▇▇▇▇▇ Fargo BankDay, National Association as special counsel for the sole lenders party thereto Borrower. (c) The Administrative Agent shall have received all documentation and information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including, without limitation, the “ABL Amendment”)Patriot Act and the Beneficial Ownership Regulation, which shall be in form and substance reasonably satisfactory to the Agent, extent such documentation or information is requested by the conditions Administrative Agent on behalf of any Lender prior to effectiveness of the ABL Amendment shall have been satisfied and the ABL Amendment shall be in full force and effectEffective Date.

Conditions to Effectiveness. This Amendment and each Second Amendment Effective Date Term Lender’s obligation to provide the Second Amendment Effective Date Term Loan Commitments shall become effective on the first date (the “Second Amendment Effective Date”) when, and only upon the satisfaction in full when, each of the following applicable conditions precedentset forth below have been satisfied (or waived) in accordance with the terms herein: (a) the Administrative Agent shall have received counterparts hereoffrom the Borrower, each other Loan Party, the Existing Lenders constituting Required Lenders and each Second Amendment Effective Date Term Lender a counterpart to this Amendment, duly executed and delivered by all the parties heretoon behalf of such party; (b) the Administrative Agent shall have received a fully executed copy of each of the SWIMS Purchase Agreement items set forth on Annex C attached hereto, in each case, in form and substance reasonably acceptable to the SWIMS Subordinated Note, each of which shall be in full force and effect substantially concurrently with the effectiveness of this Amendment, and the SWIMS Acquisition shall be consummated in accordance with the SWIMS Purchase Agreement substantially concurrently with the effectiveness of this AmendmentAdministrative Agent; (c) receipt by the Administrative Agent in dollars and in immediately available funds, for the benefit of each Second Amendment Effective Date Term Lender, based on its pro rata share of the aggregate amount of the Second Amendment Effective Date Term Loan on the Second Amendment Effective Date, a non-refundable closing fee in an aggregate amount equal to 2.50% ($875,000.00) of the aggregate principal amount of the Second Amendment Effective Date Term Loan, which such fee shall be fully earned, due and payable on the date hereof and paid from the proceeds of the Second Amendment Effective Date Term Loans; (d) all fees and expenses required to be paid on the Second Amendment Effective Date pursuant to the Loan Documents (in the case of expenses, to the extent invoiced at least one (1) Business Day prior to the Second Amendment Effective Date) shall have been paid from the proceeds of the Second Amendment Effective Date Term Loans; (e) the truth and accuracy of the representations and warranties in Section 3 hereof; and (f) both immediately before and after giving effect to this Amendment, the funding of the Second Amendment Effective Date Term Loans and the consummation of the other transactions contemplated by this Amendment, no Default or Event of Default shall have occurred and be continuing on the date hereof; (d) Borrowers have provided Agent with a due diligence package relative to the SWIMS Acquisition, including an acquisition overview, investment highlights, sources and uses for the SWIMS acquisition, and SWIMS’ historical and forecasted profit and loss statements, in form and substance reasonably satisfactory to Agent; (e) Parent shall have received (or shall, substantially concurrently with the effectiveness hereof receive) the proceeds of the issuance of the SWIMS Subordinated Note in the amount of $13,000,000, all of the proceeds of which shall have been (or, substantially concurrently with the effectiveness hereof, shall be) used to finance the purchase price and related transaction expenses paid by DFBG SWIMS to consummate the SWIMS Acquisition; (f) each of the representations and warranties made by the Loan Parties in this Amendment and/or in any other Loan Document shall be true and correct in all material respects on and as of the date hereof except (i) to the extent that any such representation or warranty relates to a specific date, in which case such representation and warranty shall be true and correct in all material respects as of such earlier date and (ii) that such materiality qualifier shall not be applicable to any representations and warranties that are already qualified or modified by materiality in the text thereof; (g) all reasonable and documented fees and out-of-pocket expenses under the Credit Agreement and this Amendment (including the outstanding fees and expenses of Agent, including without limitation, legal fees and expenses) have been paid by the Loan Parties to the extent such fees and expenses have been invoiced to Borrowers; and (h) Agent shall have received a fully executed copy of an amendment to the ABL Credit Agreement, dated the date hereof, among the Borrowers, the Guarantors, the Parent and ▇▇▇▇▇ Fargo Bank, National Association as the sole lenders party thereto (the “ABL Amendment”), which shall be in form and substance reasonably satisfactory to the Agent, the conditions to effectiveness of the ABL Amendment shall have been satisfied and the ABL Amendment shall be in full force and effectcontinuing.

Conditions to Effectiveness. This Amendment Incremental Assumption Agreement No. 1 shall become effective only upon on the satisfaction in full date (the “Incremental Term B-1 Funding Date”) on which all of the following conditions precedent:have been satisfied (or waived by the parties hereto): (a) The Administrative Agent (or its counsel) shall have received counterparts hereof(1) from each Borrower, duly executed each Loan Party that is a Subsidiary of the Lux Borrower and delivered each of the Incremental Term B-1 Lenders (x) a counterpart of this Incremental Assumption Agreement No. 1 signed on behalf of such party or (y) written evidence reasonably satisfactory to the Administrative Agent and the Incremental Term B-1 Arrangers (which may include delivery of a signed signature page of this Incremental Assumption Agreement No. 1 by all facsimile or other means of electronic transmission (e.g., “pdf”)) that such party has signed a counterpart of this Incremental Assumption Agreement No. 1 and (2) from the parties hereto;Parent and each other Loan Party that is not a Subsidiary of the Lux Borrower (other than the Lux Borrower) (x) an acknowledgment and consent to this Incremental Assumption Agreement No. 1 signed on behalf of such person or (y) written evidence reasonably satisfactory to the Administrative Agent and the Incremental Term B-1 Arrangers (which may include delivery of a signed signature page acknowledging and consenting to this Incremental Assumption Agreement No. 1 by facsimile or other means of electronic transmission (e.g., “pdf”)) that such person has signed an acknowledgment and consent to this Incremental Assumption Agreement No. 1. (b) The Administrative Agent shall have received a fully executed copy completed supplement to the Perfection Certificate, dated the Incremental Term B-1 Funding Date and signed by a Responsible Officer of each Borrower, solely with respect to Questcor and its subsidiaries that will be Subsidiary Loan Parties, together with all attachments contemplated thereby, and the results of a search of the SWIMS Purchase Agreement Uniform Commercial Code (or equivalent), tax and judgment, United States Patent and Trademark Office and United States Copyright Office filings made with respect to the SWIMS Subordinated NoteLoan Parties in the jurisdictions contemplated by the Perfection Certificate and copies of the financing statements (or similar documents) disclosed by such search and evidence reasonably satisfactory to the Administrative Agent that the Liens indicated by such financing statements (or similar documents) are Permitted Liens or have been, each of which shall or will be in full force and effect simultaneously or substantially concurrently with the effectiveness of closing under this AmendmentIncremental Assumption Agreement No. 1, and released (or arrangements reasonably satisfactory to the SWIMS Acquisition Administrative Agent for such release shall be consummated in accordance with the SWIMS Purchase Agreement substantially concurrently with the effectiveness of this Amendment;have been made). (c) no Default or Event of Default shall have occurred and be continuing on the date hereof; (d) Borrowers have provided The Collateral Agent with a due diligence package relative to the SWIMS Acquisition, including an acquisition overview, investment highlights, sources and uses for the SWIMS acquisition, and SWIMS’ historical and forecasted profit and loss statements, in form and substance reasonably satisfactory to Agent; (e) Parent shall have received (or shall, substantially concurrently with the effectiveness hereof receive) the proceeds of the issuance of the SWIMS Subordinated Note in the amount of $13,000,000, all of the proceeds of which shall have been (or, substantially concurrently with the effectiveness hereof, shall be) used to finance the purchase price and related transaction expenses paid by DFBG SWIMS to consummate the SWIMS Acquisition; (f) each of the representations and warranties made by the Loan Parties in this Amendment and/or in any other Loan Document shall be true and correct in all material respects on and as of the date hereof except (i) from the Parent, the Lux Borrower, the Co-Borrower, MIL and MIP, a counterpart of each Irish Incremental Security Document to the extent that any which such representation or warranty relates to Person is a specific dateparty, in which case such representation and warranty shall be true and correct in all material respects as of such earlier date and (ii) that such materiality qualifier shall not be applicable to any representations from the Lux Borrower and warranties that are already qualified or modified by materiality in Mallinckrodt Group S.à ▇.▇., a counterpart of the text thereof; Lux Incremental Security Confirmation Document, (giii) all reasonable and documented fees and out-of-pocket expenses under the Credit Agreement and this Amendment (including the outstanding fees and expenses of Agentfrom Swiss Holdco, including without limitation, legal fees and expenses) have been paid by the Loan Parties to the extent such fees and expenses have been invoiced to Borrowers; and (h) Agent shall have received a fully executed copy of an amendment to the ABL Credit Agreement, dated the date hereof, among the Borrowers, the Guarantors, the Parent and Swiss ▇▇▇▇▇ Fargo Bankand the Lux Borrower, National Association a counterpart of the Swiss Incremental Security Document, (iv) from the UK Holdco and the Lux Borrower, a counterpart of the UK Debenture, (v) from each of MIL and MIP, evidence that it has carried out a financial assistance whitewash pursuant to Section 60(2)-(11) of the Companies ▇▇▇ ▇▇▇▇ of Ireland, (vi) from Cadence, a copy of the subordination terms applicable to any Indebtedness or Guarantee of Indebtedness (other than Guarantees of the Obligations and any other Indebtedness permitted under the Credit Agreement which is secured by Other First Liens) of the Cadence IP Licensee, which subordination terms shall be reasonably satisfactory to the Administrative Agent, (vii) from the UK Holdco, MIL, MIP, Cadence, ARD Holdings, Questcor and each of its Subsidiaries that qualifies as a “Subsidiary Loan Party” (other than the sole lenders party thereto (the “ABL Amendment”Inactive Entities), which shall be a counterpart of a joinder to the Subsidiary Guarantee Agreement and (viii) from (A) the UK Holdco, MIL, Cadence and ARD Holdings and (B) subject to the final paragraph of this Article IV, Questcor and each of its Subsidiaries that qualifies as a “Subsidiary Loan Party” (other than the Inactive Entities), a counterpart of a joinder to the U.S. Collateral Agreement, in each case duly executed and delivered on behalf of such person and in form and substance reasonably satisfactory to the Administrative Agent. (d) The Administrative Agent shall have received, on behalf of itself, the Incremental Term B-1 Lenders and the Lenders under the Credit Agreement, a written opinion of (i) Wachtell, Lipton, ▇▇▇▇▇ & ▇▇▇▇, as New York counsel for the Loan Parties, (ii) ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Arsht & ▇▇▇▇▇▇▇ LLP, as Delaware counsel for the Loan Parties, (iii) Advisors LLP, as California counsel for the Loan Parties, (iv) ▇▇▇▇▇▇ ▇▇▇, as Irish counsel for the Loan Parties, (v) Eversheds, as Irish counsel for the Administrative Agent, (vi) ▇▇▇▇▇ & ▇▇▇▇▇, société en commandite simple, (Luxembourg), as Luxembourg counsel for the conditions Loan Parties, (vii) NautaDutilh Avocats Luxembourg, as Luxembourg counsel for the Administrative Agent, (viii) ▇▇▇▇▇▇▇ ▇▇, as Swiss counsel for the Loan Parties, and (ix) White & Case LLP, as English law counsel for the Administrative Agent, in each case (A) dated the Incremental Term B-1 Funding Date (except the opinion of White & Case LLP, which shall be dated August 13, 2014), (B) addressed to effectiveness the Administrative Agent and the Incremental Term B-1 Lenders and other Lenders on the Incremental Term B-1 Funding Date and (C) in form and substance reasonably satisfactory to the Administrative Agent and the Incremental Term B-1 Arrangers covering such matters relating to this Incremental Assumption Agreement No. 1 as the Administrative Agent or the Incremental Term B-1 Arrangers shall reasonably request. (e) The Administrative Agent shall have received a certificate of the ABL Amendment shall have been satisfied Secretary or Assistant Secretary or Director or similar officer of each Loan Party signatory to any agreement or other document referenced in paragraph (b) or (c) above (other than the Lux Borrower, Swiss Holdco and Swiss ▇▇▇▇▇) dated the ABL Amendment shall be Incremental Term B-1 Funding Date and certifying: 1. a copy of the certificate or articles of incorporation, certificate of limited partnership, certificate of formation or other equivalent constituent and governing documents, including all amendments thereto, of such Loan Party, (A) certified (to the extent available in full force and effect.any non-U.S. jurisdiction) as of a recent date by the Secretary of State (or other similar official or Governmental Authority in the case of any Loan Party organized outside the United States of America) of the jurisdiction of its organization, or (B) otherwise certified by the Secretary or Assistant Secretary or Director or similar officer of such Loan Party or other person duly authorized by the constituent documents of such Loan Party; 2. 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 or Governmental Authority in the case of any Loan Party organized outside the United States of America);

Conditions to Effectiveness. This Amendment shall become effective only upon the satisfaction in full as of the following conditions precedent:date first written above when, and only when, (a) the Administrative Agent shall have received received: (i) counterparts hereofof this Amendment duly executed and delivered by the Borrowers, the Subsidiary Guarantors, the Administrative Agent and the Required Lenders; (ii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of the secretary or an assistant secretary of each Borrower and the Subsidiary Guarantors, as the Administrative Agent may timely request to establish the identities of and verify the authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Amendment, including a certificate certifying and attaching the resolutions adopted by each Borrower approving or consenting to the Extension (or if the Borrowers’ resolutions delivered pursuant to Section 4.01(a)(iii) of the Credit Agreement provided for the Extension, certifying that such resolutions have not been amended, modified or rescinded and remain in full force and effect); (iii) such evidence as the Administrative Agent may reasonably request to verify that each Loan Party is duly organized or formed, validly existing and in good standing in the jurisdiction where organized; (iv) a certificate dated as of the date hereof signed by a Responsible Officer of the Parent Borrower (1) certifying as to the matters set forth in Section 4(a) and Section 4(b) above and (2) attaching, and certifying that such attachment is a true, correct and complete copy of, that certain Note Purchase Agreement dated as of the date hereof (the “Note Purchase Agreement”), by and among the Parent Borrower and the purchasers party thereto, duly executed and delivered by all the parties hereto; (b) Agent shall have received a fully executed copy of each of the SWIMS Purchase Agreement thereto and the SWIMS Subordinated Note, each of which shall be in full force and effect substantially concurrently with the effectiveness of this Amendment, and the SWIMS Acquisition shall be consummated in accordance with the SWIMS Purchase Agreement substantially concurrently with the effectiveness of this Amendment; (c) no Default or Event of Default shall have occurred and be continuing on the date hereof; (d) Borrowers have provided Agent with a due diligence package relative to the SWIMS Acquisition, including an acquisition overview, investment highlights, sources and uses for the SWIMS acquisition, and SWIMS’ historical and forecasted profit and loss statements, in form and substance reasonably satisfactory to Agent; (e) Parent shall have received (or shall, substantially concurrently with the effectiveness hereof receive) the proceeds of the issuance of the SWIMS Subordinated Note in the amount of $13,000,000, all of the proceeds of which shall have been (or, substantially concurrently with the effectiveness hereof, shall be) used to finance the purchase price and related transaction expenses paid by DFBG SWIMS to consummate the SWIMS Acquisition; (f) each of the representations and warranties made by the Loan Parties in this Amendment and/or in any other Loan Document shall be true and correct in all material respects on and as of the date hereof except (i) to the extent that any such representation or warranty relates to a specific date, in which case such representation and warranty shall be true and correct in all material respects as of such earlier date and (ii) that such materiality qualifier shall not be applicable to any representations and warranties that are already qualified or modified by materiality in the text thereof; (g) all reasonable and documented fees and out-of-pocket expenses under the Credit Agreement and this Amendment (including the outstanding fees and expenses of Agent, including without limitation, legal fees and expenses) have been paid by the Loan Parties to the extent such fees and expenses have been invoiced to Borrowers; and (h) Agent shall have received a fully executed copy of an amendment to the ABL Credit Agreement, dated the date hereof, among the Borrowers, the Guarantors, the Parent and ▇▇▇▇▇ Fargo Bank, National Association as the sole lenders party thereto (the “ABL Amendment”), which shall be in form and substance reasonably satisfactory to the Administrative Agent; and (v) counterparts of that certain Amended and Restated Subordination Agreement by and among the Borrowers, the Loan Parties and EEP in favor of the Administrative Agent and the other holders of Senior Indebtedness substantially in the form of Annex A attached hereto; and (b) the Parent Borrower shall have (i) paid all fees it has agreed to pay in connection with this Amendment, including, without limitation, the fees set forth in that certain letter dated August 12, 2014 from the Parent Borrower to the Administrative Agent, and (ii) reimbursed or paid, to the conditions extent timely invoiced to, and reviewed by, the Parent Borrower, all out-of-pocket expenses required to effectiveness of be reimbursed or paid by the ABL Amendment shall have been satisfied and Parent Borrower under the ABL Amendment shall be in full force and effectCredit Agreement.

Conditions to Effectiveness. This Amendment shall become effective as of the date first above written (the “Amendment Effective Date”) when, and only upon the satisfaction in full of when, the following conditions precedent:have been satisfied (or waived by the Administrative Agent and the Lenders party hereto in their sole discretion): (a) The Administrative Agent shall have received, in immediately available funds, to the extent invoiced prior to the Amendment Effective Date, reimbursement or payment of all reasonable out-of-pocket costs and expenses of the Administrative Agent (including, but not limited to, the reasonable fees and expenses of counsel (including, but not limited to, one local counsel and any specialist counsel in each relevant jurisdiction) to the Administrative Agent) required to be reimbursed or paid by the Borrowers hereunder or under any other Loan Document. (b) The Administrative Agent shall have received the following documents, each document being dated the date of receipt thereof by the Administrative Agent (which date shall be the same for all such documents, except as otherwise specified below), in form and substance satisfactory to the Administrative Agent: (i) either (A) counterparts hereof, of this Amendment duly executed and delivered by all the parties hereto; (b) Agent shall have received a fully executed copy of each of the SWIMS Purchase Agreement and Borrowers, the SWIMS Subordinated NoteLenders, each of which shall be in full force and effect substantially concurrently with the effectiveness of this AmendmentAdministrative Agent, and the SWIMS Acquisition shall be consummated in accordance with Fronting Banks or (B) written evidence satisfactory to the SWIMS Purchase Agreement substantially concurrently with the effectiveness Administrative Agent that such parties have signed counterparts of this Amendment; (cii) certified copies of (A) the resolutions of the Board of Directors of each Borrower approving this Amendment, the Credit Agreement and the Specified Transactions, and (B) all documents evidencing any other necessary corporate action with respect to this Amendment, the Credit Agreement and the Specified Transactions; (iii) a certificate of the Secretary or an Assistant Secretary of each Borrower certifying (A) the names and true signatures of the officers of such Borrower authorized to sign this Amendment and the other documents to be delivered hereunder, (B) that attached thereto are true and correct copies of the Organizational Documents of such Borrower, in each case as in effect on such date, and (C) that true and correct copies of all governmental and regulatory authorizations and approvals required for the due execution, delivery and performance by such Borrower of this Amendment and the Credit Agreement have previously been delivered to the Administrative Agent and remain in full force and effect on such date; (iv) a certificate of an Authorized Officer of each Borrower (the statements in which shall be true) certifying that, both before and after giving effect to this Amendment, (A) no Default or event has occurred and is continuing that constitutes an Event of Default shall have occurred or an Unmatured Default with respect to such Borrower and be continuing on the date hereof; (dB) Borrowers have provided Agent with a due diligence package relative to the SWIMS Acquisition, including an acquisition overview, investment highlights, sources and uses for the SWIMS acquisition, and SWIMS’ historical and forecasted profit and loss statements, in form and substance reasonably satisfactory to Agent; (e) Parent shall have received (or shall, substantially concurrently with the effectiveness hereof receive) the proceeds of the issuance of the SWIMS Subordinated Note in the amount of $13,000,000, all of the proceeds of which shall have been (or, substantially concurrently with the effectiveness hereof, shall be) used to finance the purchase price and related transaction expenses paid by DFBG SWIMS to consummate the SWIMS Acquisition; (f) each of the representations and warranties made by of such Borrower contained in the Loan Parties in this Amendment and/or in any Credit Agreement and each other Loan Document shall be to which such Borrower is a party are true and correct in all material respects (or in the case of any representation or warranty already qualified by materiality, true and correct in all respects) on and as of the Amendment Effective Date, as though made on and as of such date hereof except (i) to the extent that other than any such representation or warranty relates that by its terms refers to a specific date, in which case such representation and warranty shall be true and correct in all material respects as of such earlier date and (ii) that such materiality qualifier shall not be applicable to any representations and warranties that are already qualified or modified by materiality in the text thereof; (g) all reasonable and documented fees and out-of-pocket expenses under the Credit Agreement and this Amendment (including the outstanding fees and expenses of Agent, including without limitation, legal fees and expenses) have been paid by the Loan Parties to the extent such fees and expenses have been invoiced to Borrowersspecific date); and (hv) Agent shall have received a fully executed copy an opinion of an amendment to the ABL Credit Agreement, dated the date hereof, among the Borrowers, the Guarantors, the Parent and ▇▇▇▇▇ Fargo BankDay, National Association as special counsel for the sole lenders party thereto Borrowers. (c) The Administrative Agent shall have received all documentation and information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including, without limitation, the “ABL Amendment”)Patriot Act and the Beneficial Ownership Regulation, which shall be in form and substance reasonably satisfactory to the Agent, extent such documentation or information is requested by the conditions Administrative Agent on behalf of any Lender prior to effectiveness of the ABL Amendment shall have been satisfied and the ABL Amendment shall be in full force and effectEffective Date.

Conditions to Effectiveness. This The effectiveness of this Second Amendment (other than the amendments to the Credit Agreement set forth in Section 3 hereof, which shall become effective only upon as of the Consolidated Amendment Date (as defined below)) is subject to the satisfaction in full of the following conditions precedent: (ai) the Agent shall have received counterparts hereofof this Second Amendment that, duly executed when taken together, bear the signatures of the Obligors, the Agent and delivered by all the parties heretoRequired Lenders; (bii) Agent shall have received a fully executed copy of each of the SWIMS Purchase Agreement prior to and the SWIMS Subordinated Note, each of which shall be in full force and after giving effect substantially concurrently with the effectiveness of to this Second Amendment, and the SWIMS Acquisition (A) there shall be consummated in accordance with the SWIMS Purchase Agreement substantially concurrently with the effectiveness of this Amendment; (c) exist no Default or Event of Default shall have occurred and be continuing on the date hereof; (dB) Borrowers have provided Agent with a due diligence package relative to the SWIMS Acquisition, including an acquisition overview, investment highlights, sources and uses for the SWIMS acquisition, and SWIMS’ historical and forecasted profit and loss statements, in form and substance reasonably satisfactory to Agent; (e) Parent shall have received (or shall, substantially concurrently with the effectiveness hereof receive) the proceeds of the issuance of the SWIMS Subordinated Note in the amount of $13,000,000, all of the proceeds of which shall have been (or, substantially concurrently with the effectiveness hereof, shall be) used to finance the purchase price and related transaction expenses paid by DFBG SWIMS to consummate the SWIMS Acquisition; (f) each of the representations and warranties made by of the Loan Parties Obligors contained herein or in this Amendment and/or in any the other Loan Document Credit Documents shall be true and correct in all material respects with the same effect as though such representations and warranties had been made on and as of the date hereof Second Amendment Effective Date, except (i) to the extent that any such representation or warranty relates representations and warranties expressly relate to a specific an earlier specified date, in which case such representation representations and warranty warranties shall be have been true and correct in all material respects as of such earlier the date and (ii) that such materiality qualifier shall not be applicable to any representations and warranties that are already qualified or modified by materiality in the text thereofwhen made; (giii) the Agent shall have received an executed copy of the merger agreement pursuant to which the PAMT Merger will be consummated, together with all schedules, exhibits and annexes thereto, each of which shall be reasonably satisfactory in substance and form to the Agent, certified by an Authorized Officer of the Borrower as being true, correct and complete and in full force and effect; (iv) the Agent shall have received a pro forma balance sheet of PAMT, in form and substance satisfactory to the Agent and the Required Lenders; (v) the Agent shall have received (A) for the benefit of the Lenders, the fees required to be paid by the Borrower pursuant to Section 6 below, (B) for the benefit of PNC Capital Markets LLC (the “Lead Arranger”), the fees required to be paid by the Borrower pursuant to the Second Amendment Fee Letter, dated as of August 5, 2013, among the Agent, the Lead Arranger and the Borrower, (C) all reasonable and documented fees and out-of-pocket expenses (including reasonable fees and disbursements of counsel to the Agent) in connection with the preparation, negotiation and effectiveness of this Second Amendment and the other documents being executed or delivered in connection herewith, and (D) any other amounts due and payable by the Borrower hereunder or under the Credit Agreement and this Amendment (including the outstanding fees and expenses of Agent, including without limitation, legal fees and expenses) have been paid by the Loan Parties on or prior to the extent such fees and expenses have been invoiced to BorrowersSecond Amendment Effective Date; and (hvi) the Agent shall have received a fully executed copy of an amendment to the ABL Credit Agreementsuch additional documents, dated the date hereof, among the Borrowers, the Guarantors, the Parent instruments and ▇▇▇▇▇ Fargo Bank, National Association information as the sole lenders party thereto (Agent may reasonably request to effect the “ABL Amendment”), which shall be in form and substance reasonably satisfactory to the Agent, the conditions to effectiveness of the ABL Amendment shall have been satisfied and the ABL Amendment shall be in full force and effecttransactions contemplated hereby.

Conditions to Effectiveness. This Amendment shall become effective only upon on the satisfaction in full date on which each of the following conditions precedent:is satisfied (the “Amendment No. 2 Effective Date”): (a) Agent shall have received The Administrative Agent’s receipt of executed counterparts hereofof this Amendment from Holdings, duly executed the Borrower, the Administrative Agent, the Required Lenders, each Replacement Lender and delivered by all the parties hereto; (b) Agent shall have received a fully executed copy of each of the SWIMS Purchase Agreement and the SWIMS Subordinated NoteNew Term Loan Assignee, each of which shall be originals or facsimiles or electronic copies (followed promptly by originals) unless otherwise specified. (b) The Borrower shall have paid in full force and effect full, or substantially concurrently with the effectiveness satisfaction of the other conditions precedent set forth in this AmendmentSection 5 shall pay in full, (i) all of the Existing Term Loans (after giving effect to any Term Loan Conversion thereof) and (ii) all accrued and unpaid fees and interest (including the SWIMS Acquisition shall reimbursement of any costs pursuant to Section 2.21 of the Credit Agreement) with respect to the Existing Term Loans (including any such Existing Term Loans that will be consummated converted to New Term Loans on the Amendment No. 2 Effective Date), in accordance each case, such payments to be made with the SWIMS Purchase Agreement cash proceeds of the New Term Loans to be made on the Amendment No. 2 Effective Date and other funds available to the Borrower. (c) The Borrower shall have paid, or substantially concurrently with the effectiveness of this Amendment; (c) no Default or Event of Default shall have occurred and be continuing on the date hereof; (d) Borrowers have provided Agent with a due diligence package relative to the SWIMS Acquisition, including an acquisition overview, investment highlights, sources and uses for the SWIMS acquisition, and SWIMS’ historical and forecasted profit and loss statements, in form and substance reasonably satisfactory to Agent; (e) Parent shall have received (or shall, substantially concurrently with the effectiveness hereof receive) the proceeds satisfaction of the issuance of the SWIMS Subordinated Note in the amount of $13,000,000, all of the proceeds of which shall have been (or, substantially concurrently with the effectiveness hereof, shall be) used to finance the purchase price and related transaction expenses paid by DFBG SWIMS to consummate the SWIMS Acquisition; (f) each of the representations and warranties made by the Loan Parties other conditions precedent set forth in this Amendment and/or in any other Loan Document Section 5 shall be true and correct in all material respects on and as of the date hereof except pay, (i) to the extent that any such representation or warranty relates to a specific date, in which case such representation and warranty shall be true and correct in all material respects as of such earlier date Second Lien Obligations and (ii) that such materiality qualifier shall not be applicable all accrued and unpaid fees, interest, premiums and reimbursable costs and expenses with respect to the Second Lien Obligations (including any representations and warranties that are already qualified or modified by materiality in amounts payable under Section 2.21 of the text thereof; (g) all reasonable and documented fees and out-of-pocket expenses under the Second Lien Credit Agreement and this Amendment (including the outstanding fees and expenses of Agent, including without limitation, legal fees and expenses) have been paid by the Loan Parties as a result to the extent such fees and expenses have been invoiced to Borrowers; and (h) Agent shall have received a fully executed copy of an amendment to the ABL Credit Agreement, dated the date hereof, among the Borrowers, the Guarantors, the Parent and ▇▇▇▇▇ Fargo Bank, National Association as the sole lenders party thereto (the “ABL Amendment”prepayment), which shall such payments to be in form and substance reasonably satisfactory to the Agent, the conditions to effectiveness made with $50,000,000 of cash proceeds of the ABL New Term Loans to be made on the Amendment shall have been satisfied and the ABL Amendment shall be in full force and effect.No. 2

Conditions to Effectiveness. This Amendment shall become effective (the "Second Amendment Effective Date") only upon the satisfaction in full of the following conditions precedent: (a) The Collateral Agent shall have received counterparts hereofof this Amendment that bear the signatures of each Loan Party, duly executed each Agent and delivered by all the parties hereto;Lenders. (b) The Collateral Agent shall have received amendments to the Registration Rights Agreement and the Stockholders Agreement, each duly executed by the Borrower and each other Person thereto and in form and substance satisfactory to the Lenders. (c) The Collateral Agent shall have received the Warrants required to be delivered on or prior to the Effective Date pursuant to Section 12.01, duly executed by the Borrower. (d) The Administrative Agent shall have received a fully Notice of Borrowing, duly executed copy by the Borrower. (e) The Administrative Agent shall have received payment, in immediately available funds the fees set forth in the Fee Letter. (f) The Collateral Agent shall have received evidence that the Borrower shall have received proceeds of not less than $25,000,000 from the issuance by the Borrower of its preferred Capital Stock on terms and conditions and pursuant to documents in each case satisfactory to the Agents, together with a certificate of an Authorized Officer of the SWIMS Borrower attaching true and correct copies of the Series A-l Purchase Agreement and all other material documents evidencing such equity issuance, as in effect on the SWIMS Subordinated NoteSecond Amendment Effective Date and stating that: (x) such documents are true and correct copies and (y) such documents remain in full force and effect. (g) The Collateral Agent shall have received a copy of the resolutions of each Loan Party, certified as of the Second Amendment Effective Date by an Authorized Officer thereof, authorizing (i) in the case of the Borrower, the borrowings contemplated by this Amendment, and in the case of the other Loan Parties, the increase in the amount of the Obligations, (ii) in the case of the Borrower, the issuance of the Warrants contemplated by Article XII of the Financing Agreement, (iii) the execution, delivery and performance of this Amendment, the Financing Agreement as amended hereby, and the other documents to be executed and delivered by such Person in connection herewith and (iv) the transactions contemplated hereby and certified by an Authorized Officer of each Loan Party. (h) The Collateral Agent shall have received a certificate of which shall be an Authorized Officer of each Loan Party, certifying (i) that the charter and by-laws, limited liability company agreement, operating agreement, agreement of limited partnership or other organizational documents of each such Person remain in full force and effect substantially concurrently and have not been amended or modified since the Effective Date and that the copy thereof previously delivered to the Collateral Agent is true, correct and complete; provided, however, if any of the foregoing organizational documents have been amended or modified, true and correct certified copies of the amendments and/or modifications shall be attached to such certificate; and (ii) the names and true signatures of the representatives of such Loan Party authorized to sign this Amendment and the other documents to be executed and delivered by such Person in connection herewith, together with evidence of the effectiveness incumbency of such Authorized Officers. (i) The Collateral Agent shall have received a certificate of an Authorized Officer of the Borrower, certifying that after giving effect to the transactions contemplated by this Amendment (including, with out limitation, the equity investment contemplated by Section 20(f), the fees, costs and expenses payable on the Second Amendment Effective Date pursuant to the terms of this AmendmentAmendment and the Financing Agreement) and before and after giving effect to the Loans made on the Second Amendment Effective Date, (i) Availability together with unencumbered Cash and Cash Equivalents shall be equal to or greater than $50,000,000 and (ii) the Borrower individually is, and the SWIMS Acquisition Borrower and its Subsidiaries on a consolidated basis are, Solvent. (j) The Agents shall have received an opinion of counsel for the Loan Parties, as to such matters as the Agent may reasonably request, including, without limitation, an opinion with respect to the Warrants and opinion that after giving effect to the transactions contemplated by this Amendment the Agent shall continue to hold a valid and perfected security interest in the Collateral. (k) The Collateral Agent shall have received a certificate of the appropriate official(s) of the state of organization of each Loan Party and in the case of the Borrower, each State of foreign qualification requested by the Collateral Agent, certifying as to the subsistence and good standing of, and the payment of taxes by, each Loan Party in such state. (l) The Collateral Agent shall have received certified copies of request for copies of information on Form UCC-11, listing all effective financing statements which name as debtor any Loan Party and which are filed in the such offices as may be necessary or, in the opinion of the Agent, desirable to perfect the security interests purported to be created by the Security Agreement and the Pledge Agreement, together with copies of such financing statements, none of which, except as otherwise agreed in writing by the Agent, shall cover any of the Collateral and the results of searches for any tax Lien and judgment Lien filed against such Person or its property, which results, except as otherwise agreed in writing by the Agent, shall not show any such Liens. (m) The representations and warranties contained herein, in Article V of the Financing Agreement and in each other Loan Document are true and correct on and as of the Second Amendment Effective Date as though made on and as of such date, except to the extent that any such representation or warranty expressly relates solely to an earlier date (in which case such representation or warranty shall be consummated in accordance with the SWIMS Purchase Agreement substantially concurrently with the effectiveness true and correct on and as of this Amendment;such earlier date). (cn) After giving effect to the waiver contained in Section 19 hereof, no Default or Event of Default shall have occurred and be continuing on the date hereof;Second Amendment Effective Date or would result from this Amendment becoming effective in accordance with its terms. (do) Borrowers have provided Agent with a due diligence package relative All legal matters incident to the SWIMS Acquisition, including an acquisition overview, investment highlights, sources and uses for the SWIMS acquisition, and SWIMS’ historical and forecasted profit and loss statements, in form and substance reasonably satisfactory to Agent; (e) Parent shall have received (or shall, substantially concurrently with the effectiveness hereof receive) the proceeds of the issuance of the SWIMS Subordinated Note in the amount of $13,000,000, all of the proceeds of which shall have been (or, substantially concurrently with the effectiveness hereof, shall be) used to finance the purchase price and related transaction expenses paid by DFBG SWIMS to consummate the SWIMS Acquisition; (f) each of the representations and warranties made by the Loan Parties in this Amendment and/or in any other Loan Document shall be true and correct in all material respects on and as of the date hereof except (i) to the extent that any such representation or warranty relates to a specific date, in which case such representation and warranty shall be true and correct in all material respects as of such earlier date and (ii) that such materiality qualifier shall not be applicable to any representations and warranties that are already qualified or modified by materiality in the text thereof; (g) all reasonable and documented fees and out-of-pocket expenses under the Credit Agreement and this Amendment (including the outstanding fees and expenses of Agent, including without limitation, legal fees and expenses) have been paid by the Loan Parties to the extent such fees and expenses have been invoiced to Borrowers; and (h) Agent shall have received a fully executed copy of an amendment to the ABL Credit Agreement, dated the date hereof, among the Borrowers, the Guarantors, the Parent and ▇▇▇▇▇ Fargo Bank, National Association as the sole lenders party thereto (the “ABL Amendment”), which shall be in form and substance reasonably satisfactory to the Agent, the conditions to effectiveness of the ABL Amendment shall have been satisfied Agents and the ABL Amendment shall be in full force and effecttheir respective counsel.

Conditions to Effectiveness. This Amendment shall become be effective only upon on the satisfaction in full of date (the “Third Amendment Effective Date”) when the following conditions precedentshall have occurred: (a) The Agent shall have received each of the following documents, each of which shall be reasonably satisfactory to the Agent in form and substance: (i) from each Loan Party and the Required Lenders, executed counterparts hereofof this Amendment, signed on behalf of such party or written evidence satisfactory to the Agent (which may include telecopy transmission of a signed signature page to this Amendment) that such party has signed a counterpart of this Amendment; (ii) counterparts to the attached Consent and Acknowledgment of Subsidiary Loan Parties, duly executed by each Subsidiary Loan Party; (iii) the Fee Letter, dated as of the date hereof, by and delivered by all between the parties hereto;Borrower and the Agent; and (iv) such other documents as the Agent or any Lender (acting through the Agent) may reasonably request on or before the date falling three (3) days prior to the Third Amendment Effective Date. (b) PA Newco shall have delivered each of the following to the Agent, each of which shall be satisfactory to the Agent in form and substance: (i) an executed Joinder Agreement whereby PA Newco agrees to become a Borrower and a Grantor for all purposes under the Credit Agreement and the other Financing Documents and grants a security interest in favor of the Agent in all Collateral in accordance with the Financing Documents; (ii) each UCC financing statement required by the Financing Documents or under law or reasonably requested by the Agent to be filed, registered or recorded in order to create in favor of the Agent a perfected Lien on the personal property Collateral of PA Newco; and (iii) an amendment to the Pennsylvania Mortgage to the extent required to reflect the ownership of the real property subject thereto by PA Newco and such other documents in connection therewith as Agent shall require. (c) The Agent shall have received a fully executed copy of each of the SWIMS Leucadia Purchase Agreement Agreement, which shall be, in form and substance, satisfactory to the Agent and the SWIMS Subordinated Note, each of which transactions contemplated thereby shall be in full force and effect substantially concurrently with the effectiveness of this Amendment, and the SWIMS Acquisition shall be have been consummated in accordance with the SWIMS terms of the Leucadia Purchase Agreement substantially concurrently with without waiver or amendment of any term or condition thereof that would reasonably be expected to be adverse to the effectiveness interests of this Amendment;the Lenders in any material respect without the prior consent of the Agent (such consent not to be unreasonably withheld or delayed). (cd) no Default or Event of Default PA Newco and each Loan Party shall have occurred delivered to the Agent a secretary’s certificate (or substantively similar document reasonably acceptable to the Agent) which shall include, either directly or by incorporated attachments, (a) certifications as to the incumbency of PA Newco’s or such Loan Party’s officers, together with specimen signatures of those officers who will have the authority to execute documents on behalf of PA Newco or such Loan Party, respectively and (b) true and complete copies of (i) PA Newco’s or such Loan Party’s articles or certificate of incorporation, organization, or formation; (ii) PA Newco’s or such Loan Party’s bylaws, operating agreement, partnership agreement or other organizational documents; (iii) resolutions of the appropriate governing body or board authorizing the transactions contemplated herein and (iv) good standing certificates from the jurisdiction of organization of PA Newco and each Loan Party. (e) The Agent shall have received the favorable, written opinion of counsel to the Loan Parties and PA Newco, as well as any relevant local counsel to the Loan Parties, as to PA Newco’s and each of the Loan Parties’ status and the legal and binding effect of the transactions contemplated by this Amendment and any of the other Loan Documents executed in connection herewith. (f) The Borrower shall have paid to the Agent for the benefit of each Lender that provides its executed signature page to this Amendment no later than November 14, 2011, an amendment fee equal to 0.10% of such Lender’s Commitment, which shall be continuing fully earned and nonrefundable on the date hereof;. (dg) Borrowers have provided Agent with a due diligence package relative to the SWIMS Acquisition, including an acquisition overview, investment highlights, sources and uses for the SWIMS acquisition, and SWIMS’ historical and forecasted profit and loss statements, in form and substance reasonably satisfactory to Agent; (e) Parent shall have received (or shall, substantially concurrently with the effectiveness hereof receive) the proceeds of the issuance of the SWIMS Subordinated Note in the amount of $13,000,000, all of the proceeds of which shall have been (or, substantially concurrently with the effectiveness hereof, shall be) used to finance the purchase price and related transaction expenses paid by DFBG SWIMS to consummate the SWIMS Acquisition; (f) each of the The representations and warranties made by of the Loan Parties set forth in Section 4 of this Amendment and/or in any other Loan Document shall be true and correct in all material respects on respects. (h) No Default or Matured Default shall have occurred and as of the date hereof except be continuing or shall exist. (i) to The Agent shall have received the extent that any such representation or warranty relates to a specific date, in which case such representation and warranty shall be true and correct in all material respects as of such earlier date and (ii) that such materiality qualifier shall not be applicable to any representations and warranties that are already qualified or modified by materiality amounts separately agreed upon in the text thereof;Fee Letter described in Section 5(a)(iii) of this Amendment. (gj) The Borrower shall have paid all reasonable and documented fees and out-of-pocket expenses under the Credit Agreement and this Amendment (including the outstanding fees and expenses of Agent’s counsel, including without limitation, legal fees and expenses) have been paid by the Loan Parties to the extent such fees and expenses have been invoiced to Borrowers; and (h) Agent shall have received a fully executed copy of an amendment to the ABL Credit Agreement, dated the date hereof, among the Borrowers, the Guarantors, the Parent and Fulbright & ▇▇▇▇▇▇▇▇ Fargo Bank, National Association as the sole lenders party thereto (the “ABL Amendment”)L.L.P., which shall be in form are then due and substance reasonably satisfactory to the Agent, the conditions to effectiveness of the ABL Amendment owing and for which an invoice shall have been satisfied and the ABL Amendment shall be in full force and effectreceived.

Conditions to Effectiveness. This Amendment shall become effective only upon On the satisfaction in full of the following conditions precedentClosing Date: (a) The Agent shall have received counterparts hereoffrom the general counsel or senior counsel of PPL a favorable opinion dated the Closing Date substantially in the form of Exhibit A hereto. (b) The Agent shall have received an opinion of ▇▇▇▇ & Priest LLP, counsel for PPL, Finance Co. and Resources, addressed to the Agent, the Fronting Bank and the Banks, dated the Closing Date, with respect to the enforceability of this Agreement against PPL and Finance Co., and with respect to the enforceability of the guarantee hereunder by Resources of the obligations of Finance Co. against Resources, substantially in the form of Exhibit B hereto. (c) All corporate and legal proceedings and all instruments in connection with the transactions contemplated by this Agreement (including resolutions of the Board of Directors of PPL, Finance Co. and Resources and certificates as to the incumbency of the officers signing this Agreement or any certificate delivered in connection herewith) shall be satisfactory in form and substance to the Agent, and the Agent shall have received all information and copies of all documents that it has requested, such documents where appropriate to be certified by proper corporate or governmental authorities. (d) The Agent shall have received from each of the Banks, the Fronting Bank, PPL, Finance Co. and Resources a duly executed and delivered by all the parties hereto;counterpart hereof. (be) The conditions set forth in Sections 4.2A and 4.2B (other than Section 4.2A(c) and Section 4.2B(c)) shall have been satisfied. (f) The Agent shall have received evidence satisfactory to it of the termination of the Revolving Credit Agreement dated as of August 30, 1994, among PPL, the banks party thereto and The Chase Manhattan Bank (as successor by merger to Chemical Bank), as agent for the banks. (g) The Agent shall have received evidence satisfactory to it of the termination of the Revolving Credit Agreement dated as of May 30, 1996, as amended as of May 27, 1997, among Resources, the banks party thereto and The Chase Manhattan Bank as fronting bank, collateral agent and agent for the banks. (h) The Agent shall have received a fully executed copy certificate signed by appropriate officers of each of the SWIMS Purchase PPL stating that all regulatory approvals necessary to permit PPL to enter into this Agreement and the SWIMS Subordinated Note, each of which shall be to perform its obligations hereunder have been obtained and are in full force and effect substantially concurrently with the effectiveness and attaching evidence of this Amendment, and the SWIMS Acquisition shall be consummated in accordance with the SWIMS Purchase Agreement substantially concurrently with the effectiveness of this Amendment; (c) no Default or Event of Default shall have occurred and be continuing on the date hereof; (d) Borrowers have provided Agent with a due diligence package relative to the SWIMS Acquisition, including an acquisition overview, investment highlights, sources and uses for the SWIMS acquisition, and SWIMS’ historical and forecasted profit and loss statements, in form and substance reasonably satisfactory to Agent; (e) Parent shall have received (or shall, substantially concurrently with the effectiveness hereof receive) the proceeds of the issuance of the SWIMS Subordinated Note in the amount of $13,000,000, all of the proceeds of which shall have been (or, substantially concurrently with the effectiveness hereof, shall be) used to finance the purchase price and related transaction expenses paid by DFBG SWIMS to consummate the SWIMS Acquisition; (f) each of the representations and warranties made by the Loan Parties in this Amendment and/or in any other Loan Document shall be true and correct in all material respects on and as of the date hereof except (i) to the extent that any such representation or warranty relates to a specific date, in which case such representation and warranty shall be true and correct in all material respects as of such earlier date and (ii) that such materiality qualifier shall not be applicable to any representations and warranties that are already qualified or modified by materiality in the text thereof; (g) all reasonable and documented fees and out-of-pocket expenses under the Credit Agreement and this Amendment (including the outstanding fees and expenses of Agent, including without limitation, legal fees and expenses) have been paid by the Loan Parties to the extent such fees and expenses have been invoiced to Borrowers; and (h) Agent shall have received a fully executed copy of an amendment to the ABL Credit Agreement, dated the date hereof, among the Borrowers, the Guarantors, the Parent and ▇▇▇▇▇ Fargo Bank, National Association as the sole lenders party thereto (the “ABL Amendment”), which shall be in form and substance reasonably satisfactory to the Agent, the conditions to effectiveness of the ABL Amendment shall have been satisfied and the ABL Amendment shall be in full force and effectregulatory approvals.

Conditions to Effectiveness. This Amendment shall become effective only upon the satisfaction in full of the following conditions precedentsubject to: (a) the receipt by the Administrative Agent shall have received counterparts hereof, duly executed and delivered by all the parties hereto; (bor its counsel) Agent shall have received a fully executed copy of from each of the SWIMS Purchase Agreement Borrower, the Administrative Agent and the SWIMS Subordinated NoteRequired Lenders, each of either (i) an original counterpart of this Amendment signed on behalf of such party or (ii) written evidence satisfactory to the Administrative Agent (which shall be in full force and effect substantially concurrently with the effectiveness may include facsimile transmission of a signed signature page of this Amendment, and the SWIMS Acquisition shall be consummated in accordance with the SWIMS Purchase Agreement substantially concurrently with the effectiveness ) that such party has signed a counterpart of this Amendment; (b) the receipt by the Administrative Agent (or its counsel) from each of the Loan Parties, of either (i) an original counterpart of the Loan Parties’ acknowledgment attached to this Amendment signed on behalf of such party or (ii) written evidence satisfactory to the Administrative Agent (which may include facsimile transmission of a signed signature page of this Amendment) that such party has signed a counterpart of the Loan Parties’ acknowledgement; (c) no Default the receipt by the Administrative Agent of such documents, resolutions and certificates as the Administrative Agent or Event its counsel may reasonably request relating to the organization, existence and good standing of Default shall have occurred the Loan Parties, the authorization of the entering into and be continuing execution of this Amendment, and any other legal matters relating to the Loan Parties, this Amendment or the other Loan Documents, all in form and substance satisfactory to the Administrative Agent and its counsel; (d) the receipt by the Administrative Agent of all fees due and payable to the Administrative Agent and the Lenders signatory hereto in immediately available funds, including a fee equal to twenty five basis points (0.25%) on the aggregate amount of the Revolving Credit Commitment (determined immediately following the effectiveness of this Amendment), the Outstanding Amount of the Term A Loans on the date hereof, and the Outstanding Amount of the Term B Loans on the date hereof; (d) Borrowers have provided Agent with a due diligence package relative to the SWIMS Acquisition, including an acquisition overview, investment highlights, sources and uses for the SWIMS acquisition, and SWIMS’ historical and forecasted profit and loss statements, in form and substance reasonably satisfactory to Agent; (e) Parent shall have received (or shall, substantially concurrently with the effectiveness hereof receive) the proceeds payment of the issuance of the SWIMS Subordinated Note in the amount of $13,000,000, all of the proceeds of reasonable legal fees and disbursements for which shall invoices have been (orpresented which have been incurred or sustained by the Administrative Agent in connection with this Amendment and the Credit Agreement, substantially concurrently with the effectiveness hereof, shall be) used to finance the purchase price Loan Documents and any other related transaction expenses paid by DFBG SWIMS to consummate the SWIMS Acquisition;documents executed and/or delivered in connection therewith; and (f) each of the representations and warranties made by the Loan Parties in this Amendment and/or in any other Loan Document shall be true and correct in all material respects on and as of the date hereof except (i) delivery to the extent that any such representation or warranty relates to a specific date, in which case such representation and warranty shall be true and correct in all material respects as Administrative Agent of such earlier date and (ii) that such materiality qualifier shall not be applicable to any representations and warranties that are already qualified other items, documents, agreements, items or modified by materiality in the text thereof; (g) all reasonable and documented fees and out-of-pocket expenses under the Credit Agreement and this Amendment (including the outstanding fees and expenses of Agent, including without limitation, legal fees and expenses) have been paid by the Loan Parties to the extent such fees and expenses have been invoiced to Borrowers; and (h) Agent shall have received a fully executed copy of an amendment to the ABL Credit Agreement, dated the date hereof, among the Borrowers, the Guarantors, the Parent and ▇▇▇▇▇ Fargo Bank, National Association actions as the sole lenders party thereto (the “ABL Amendment”), which shall be in form and substance Administrative Agent may reasonably satisfactory to the Agent, the conditions to effectiveness of the ABL Amendment shall have been satisfied and the ABL Amendment shall be in full force and effectrequest.

Conditions to Effectiveness. This Amendment The amendments provided for in Section 1 shall become effective only upon on the satisfaction in full of date (the "Amendment Effective Date") on which the following conditions precedentare satisfied; provided that the effectiveness of the amendments set forth in paragraphs (a) (other than the provisions of paragraph (a)(i) adding definitions of TRW and TRW Automotive Business Disposition), (b), (d)(i), (h), (l) and (n) of Section 1 will be subject only to the satisfaction of the condition set forth in paragraph (a) below: (a) the Payment Agent shall have received counterparts hereofof this Amendment that, duly executed when taken together, bear the signatures of the Borrowers and delivered by all the parties heretoRequired Lenders; (b) Agent the TRW Acquisition shall have received a fully executed copy of each of been or shall on the SWIMS Purchase Agreement and the SWIMS Subordinated Note, each of which shall be in full force and effect substantially concurrently with the effectiveness of this Amendment, and the SWIMS Acquisition shall Amendment Effective Date be consummated on substantially the terms set forth in accordance with the SWIMS Purchase TRW Merger Agreement substantially concurrently with the effectiveness of this Amendment; (c) no Default or Event of Default shall have occurred and be continuing as in effect on the date hereof; (c) the existing Indebtedness and all credit and similar agreements of TRW (other than the Indebtedness and agreements listed on Schedule 1) shall have been or shall on the Amendment Effective Date be repaid and terminated, and all Liens securing such Indebtedness (other than the Liens listed on Schedule 6.05(g) hereto) shall have been or shall on the Amendment Effective Date be released, and the Payment Agent shall have received such evidence as it shall have reasonably requested as to the satisfaction of such condition; (d) Borrowers the Company shall have provided delivered to the Payment Agent with a due diligence package relative respect to the SWIMS Acquisition, including an acquisition overview, investment highlights, sources TRW Acquisition a certificate of a senior accounting or financial officer satisfying the requirements of Section 6.04(d) of the Credit Agreement and uses for confirming the SWIMS acquisition, and SWIMS’ historical and forecasted profit and loss statements, accuracy as of the Amendment Effective Date of the representations set forth in form and substance reasonably satisfactory to Agent;Section 2; and (e) Parent TRW shall have received (or shall, substantially concurrently with the effectiveness hereof receive) the proceeds of the issuance of the SWIMS Subordinated Note in the amount of $13,000,000, all of the proceeds of which shall have been (or, substantially concurrently with the effectiveness hereof, shall be) used to finance the purchase price executed and related transaction expenses paid by DFBG SWIMS to consummate the SWIMS Acquisition; (f) each of the representations and warranties made by the Loan Parties in this Amendment and/or in any other Loan Document shall be true and correct in all material respects on and as of the date hereof except (i) delivered to the extent that any such representation or warranty relates to Payment Agent a specific date, in which case such representation and warranty shall be true and correct in all material respects as of such earlier date and (ii) that such materiality qualifier shall not be applicable to any representations and warranties that are already qualified or modified by materiality in the text thereof; (g) all reasonable and documented fees and out-of-pocket expenses under the Credit Subsidiary Guarantee Agreement and this Amendment (including the outstanding fees and expenses of Agent, including without limitation, legal fees and expenses) have been paid by the Loan Parties to the extent such fees and expenses have been invoiced to Borrowers; and (h) Agent shall have received a fully executed copy of an amendment to the ABL Credit Agreement, dated the date hereof, among the Borrowers, the Guarantors, the Parent and ▇▇▇▇▇ Fargo Bank, National Association as the sole lenders party thereto (the “ABL Amendment”), which shall be in form and substance reasonably together with evidence satisfactory to the Agent, the conditions to effectiveness Payment Agent of the ABL power and authority of TRW to enter into such Agreement. Notwithstanding the foregoing, if the Amendment Effective Date shall not have been satisfied occurred by January 31, 2003, then the amendments provided for in Section 1 shall terminate and the ABL Amendment shall be in full of no further force and or effect.

Conditions to Effectiveness. This Amendment shall become effective only upon the satisfaction in full of each of the following conditions precedent: (a) the Administrative Agent shall have received counterparts hereof, a counterpart signature page to this Amendment duly executed and delivered by all the parties heretoBorrower, the Parent, and the Required Lenders; (b) the Borrower shall have paid to the Administrative Agent, for the PRO RATA account of each of the Lenders which shall have returned to the Administrative Agent an executed signature page to this Amendment on or prior to May 26, 2005, an amendment fee in an amount equal to fifteen hundredths of one percent (0.15%) of the aggregate amount of such Lenders' Commitment; (c) the Administrative Agent shall have received evidence reasonably satisfactory to the Administrative Agent that all corporate action necessary for the valid execution, delivery and performance by the Borrower and the Parent, as applicable, of (i) this Amendment and the transactions contemplated hereby and (ii) the HoldCo Floating Rate Note Documents and the transactions contemplated thereby, shall have been duly and effectively taken; (d) the Administrative Agent shall have received a fully executed copy of each copy, certified by a duly authorized officer of the SWIMS Purchase Agreement Parent to be true and the SWIMS Subordinated Note, each of which shall be in full force and effect substantially concurrently with the effectiveness of this Amendment, and the SWIMS Acquisition shall be consummated in accordance with the SWIMS Purchase Agreement substantially concurrently with the effectiveness of this Amendment; (c) no Default or Event of Default shall have occurred and be continuing complete on the date hereof; (d) Borrowers have provided Agent with a due diligence package relative to , of the SWIMS Acquisition, including an acquisition overview, investment highlights, sources HoldCo Floating Rate Note Indenture and uses for all documents executed and delivered by the SWIMS acquisition, and SWIMS’ historical and forecasted profit and loss statements, Parent in form and substance reasonably satisfactory to Agentconnection therewith; (e) Parent the Administrative Agent shall have received (or shall, substantially concurrently copies of all legal opinions executed and delivered by counsel to the Parent in connection with the effectiveness hereof receive) the proceeds of the issuance of the SWIMS Subordinated Note in HoldCo Floating Rate Notes, which opinions shall provide that the amount of $13,000,000Agents and the Lenders may rely on each such legal opinion, all other than opinions relating to Section 10(b)(5) of the proceeds Securities Act of which 1934 (or if such legal opinions do not contain such a provision, the Administrative Agent shall have been (or, substantially concurrently with the effectiveness hereof, shall be) used to finance the purchase price and related transaction expenses paid by DFBG SWIMS to consummate the SWIMS Acquisition; (f) each of the representations and warranties made by the Loan Parties in this Amendment and/or in any other Loan Document shall be true and correct in all material respects on and as of the date hereof except (i) also receive a reliance letter addressed to the extent that any such representation or warranty relates to a specific date, in which case such representation Agents and warranty shall be true and correct in all material respects as of such earlier date and (ii) that such materiality qualifier shall not be applicable to any representations and warranties that are already qualified or modified by materiality in the text thereof; (g) all reasonable and documented fees and out-of-pocket expenses under the Credit Agreement and this Amendment (including the outstanding fees and expenses of Agent, including without limitation, legal fees and expenses) have been paid by the Loan Parties to the extent such fees and expenses have been invoiced to Borrowers; and (h) Agent shall have received a fully executed copy of an amendment to the ABL Credit Agreement, dated the date hereof, among the Borrowers, the Guarantors, the Parent and ▇▇▇▇▇ Fargo Bank, National Association as the sole lenders party thereto (the “ABL Amendment”), which shall be Lenders in form and substance reasonably satisfactory to the AgentAdministrative Agent with respect to each such legal opinion); and (f) contemporaneously upon the earlier of (i) the issuance of the HoldCo Floating Rate Notes, or (ii) the conditions to effectiveness of the ABL Amendment shall have been satisfied and first purchase of Capital Stock under the ABL Amendment shall be in full force and effect2005 ECC Stock Tender Offer.

Conditions to Effectiveness. This Amendment shall become effective only upon the satisfaction in full of date (the following conditions precedent“First Amendment Effective Date”) on which the Administrative Agent shall have received: (a) Agent shall have received counterparts hereofthis Amendment, duly executed and delivered by all a duly authorized officer of the parties heretoBorrower; (b) Agent shall have received a fully executed copy of each of written consents to the SWIMS Purchase Agreement and the SWIMS Subordinated Note, each of which shall be in full force and effect substantially concurrently with the effectiveness execution of this Amendment, and Amendment (“Lender Consent Letters”) from Lenders constituting the SWIMS Acquisition shall be consummated in accordance with the SWIMS Purchase Agreement substantially concurrently with the effectiveness of this AmendmentRequired Lenders; (c) no Default or Event of Default shall have occurred a Tranche C Lender Addendum executed and be continuing on delivered by each Tranche C Term Loan Lender and accepted by the date hereofBorrower; (d) Borrowers have provided Agent with a due diligence package relative to the SWIMS Acquisition, including an acquisition overview, investment highlights, sources executed Acknowledgment and uses for the SWIMS acquisition, and SWIMS’ historical and forecasted profit and loss statementsConsent, in the form set forth at the end of this Amendment, from each Loan Party other than the Borrower (such Acknowledgements and substance reasonably satisfactory to AgentConsents, together with this Amendment, the “Amendment Documents”); (e) Parent a favorable written opinion (addressed to the Administrative Agent and the Lenders and dated the First Amendment Effective Date) of L▇▇▇▇▇ & W▇▇▇▇▇▇, counsel to the Borrower and its Subsidiaries, covering such matters relating to the Loan Parties, the Loan Documents and this Amendment as the Administrative Agent shall have received (or shall, substantially concurrently with the effectiveness hereof receive) the proceeds of the issuance of the SWIMS Subordinated Note in the amount of $13,000,000, all of the proceeds of which shall have been (or, substantially concurrently with the effectiveness hereof, shall be) used to finance the purchase price and related transaction expenses paid by DFBG SWIMS to consummate the SWIMS Acquisitionreasonably request; (f) each of the representations all fees required to be paid, and warranties made by the Loan Parties in this Amendment and/or in any other Loan Document shall be true and correct in all material respects on and as of the date hereof except (i) to the extent that any such representation or warranty relates to a specific date, in which case such representation and warranty shall be true and correct in all material respects as of such earlier date and (ii) that such materiality qualifier shall not be applicable to any representations and warranties that are already qualified or modified by materiality in the text thereof; (g) all reasonable and documented fees and out-of-pocket expenses under of the Credit Agreement and this Amendment Administrative Agent for which invoices have been presented (including the outstanding fees reasonable fees, disbursements and expenses other charges of Agent, including without limitation, legal fees and expenses) have been paid by the Loan Parties counsel to the extent such fees and expenses have been invoiced to BorrowersAgents), on or before the First Amendment Effective Date; and (hg) Agent shall have received a fully executed copy of an amendment subject to the ABL Credit Agreement, dated the date Section 9 hereof, among satisfactory evidence that the Borrowersoutstanding principal amount of, and all accrued and unpaid interest on, the Guarantors, the Parent and ▇▇▇▇▇ Fargo Bank, National Association as the sole lenders party thereto (the “ABL Amendment”), which shall be in form and substance reasonably satisfactory to the Agent, the conditions to effectiveness of the ABL Amendment Tranche B Term Loans shall have been satisfied paid in full (in the case of the principal amount thereof, with the proceeds of the Tranche C Term Loans). The Administrative Agent shall notify the Borrower and the ABL Lenders of the First Amendment Effective Date, and such notice shall be conclusive and binding. Notwithstanding the foregoing, this Amendment shall be in full force and effectnot become effective unless each of the foregoing conditions is satisfied at or prior to 5:00 p.m., New York City time, on December 31, 2003.

Conditions to Effectiveness. This Amendment shall become effective only on and as of the date (the “First Amendment Effective Date”) upon the satisfaction in full of which the following conditions precedent:shall have been satisfied (or waived in accordance with Section 10.01 of the Credit Agreement): (a) The Administrative Agent shall have received counterparts hereofthis Amendment, duly executed and delivered by all a duly authorized officer of the parties heretoBorrower, the Required Lenders and the Administrative Agent; (b) Agent No Default or Event of Default has occurred and is continuing on the First Amendment Effective Date or shall have received a fully executed copy of each of the SWIMS Purchase Agreement and the SWIMS Subordinated Note, each of which shall be in full force and effect substantially concurrently with the effectiveness of this Amendment, and the SWIMS Acquisition shall be consummated in accordance with the SWIMS Purchase Agreement substantially concurrently with result from the effectiveness of this Amendment; (c) no Default or Event of Default shall have occurred Immediately before and be continuing on the date hereof; (d) Borrowers have provided Agent with a due diligence package relative after giving effect to the SWIMS Acquisitionthis Amendment, including an acquisition overview, investment highlights, sources and uses for the SWIMS acquisition, and SWIMS’ historical and forecasted profit and loss statements, in form and substance reasonably satisfactory to Agent; (e) Parent shall have received (or shall, substantially concurrently with the effectiveness hereof receive) the proceeds of the issuance of the SWIMS Subordinated Note in the amount of $13,000,000, all of the proceeds of which shall have been (or, substantially concurrently with the effectiveness hereof, shall be) used to finance the purchase price and related transaction expenses paid by DFBG SWIMS to consummate the SWIMS Acquisition; (f) each of the representations and warranties made by of each Loan Party set forth in the Loan Parties in this Amendment and/or in any other Loan Document shall be Documents are true and correct in all material respects (or, in the case of representations and warranties qualified as to materiality, in all respects) on and as of the date hereof First Amendment Effective Date, except (i) to in the extent that case of any such representation or and warranty that expressly relates to a specific prior date, in which case such representation and warranty shall be true and correct in all material respects (or in all respects, as applicable) as of such earlier date and (ii) that such materiality qualifier shall not be applicable to any representations and warranties that are already qualified or modified by materiality in the text thereofdate; (gd) all reasonable and documented fees and out-of-pocket expenses under the Credit Agreement and this Amendment (including the outstanding fees and expenses of Agent, including without limitation, legal fees and expenses) have been paid by the Loan Parties to the extent such fees and expenses have been invoiced to Borrowers; and (h) The Administrative Agent shall have received a fully executed copy certificate, dated as of an amendment the First Amendment Effective Date and signed by the President, Chief Executive Officer, or a Financial Officer of the Borrower certifying as to compliance with Section 3(b) and (c) of this Amendment; and (e) The Borrower shall have paid all fees and all reasonable and documented expenses required to be paid on or before the First Amendment Effective Date (including the consent fee and all fees, charges and disbursements of counsel to the ABL Credit Agreement, dated Administrative Agent (directly to such counsel if requested by the date hereof, among the Borrowers, the Guarantors, the Parent and ▇▇▇▇▇ Fargo Bank, National Association as the sole lenders party thereto (the “ABL Amendment”Administrative Agent), which shall be in form and substance reasonably satisfactory to the Agent, the conditions to effectiveness of the ABL Amendment shall have been satisfied and the ABL Amendment shall be in full force and effect).

Conditions to Effectiveness. This Amendment The provisions of this Agreement, except for the provisions in sections 5.01 and 5.02 hereof (which shall become effective only upon execution of this Agreement), shall become effective upon the satisfaction in full occurrence of all of the following conditions precedentevents unless waived by consent of the Parties: (a) Agent The Bankruptcy Court shall have received counterparts hereofentered by September 29, duly executed and delivered by all the parties hereto; (b) Agent shall have received a fully executed copy of each of the SWIMS Purchase Agreement and the SWIMS Subordinated Note, each of which shall be in full force and effect substantially concurrently with the effectiveness of this Amendment, and the SWIMS Acquisition shall be consummated in accordance with the SWIMS Purchase Agreement substantially concurrently with the effectiveness of this Amendment; (c) no Default or Event of Default shall have occurred and be continuing on the date hereof; (d) Borrowers have provided Agent with a due diligence package relative to the SWIMS Acquisition, including 2008 an acquisition overview, investment highlights, sources and uses for the SWIMS acquisition, and SWIMS’ historical and forecasted profit and loss statementsorder, in form and substance reasonably satisfactory substantially similar to Agent; (e) Parent the form of order attached hereto as Exhibit D, approving this Agreement, and such order shall have received (or shall, substantially concurrently with the effectiveness hereof receive) the proceeds of the issuance of the SWIMS Subordinated Note in the amount of $13,000,000, all of the proceeds of which shall not have been (orstayed, substantially concurrently with the effectiveness hereofreversed, shall be) used to finance the purchase price and related transaction expenses paid by DFBG SWIMS to consummate the SWIMS Acquisition; (f) each of the representations and warranties made by the Loan Parties in this Amendment and/or in any other Loan Document shall be true and correct in all material respects on and as of the date hereof except (i) to the extent that any such representation or warranty relates to a specific date, in which case such representation and warranty shall be true and correct in all material respects as of such earlier date and (ii) that such materiality qualifier shall not be applicable to any representations and warranties that are already qualified or modified by materiality in the text thereof; (g) all reasonable and documented fees and out-of-pocket expenses under the Credit time this Agreement and this Amendment (including the outstanding fees and expenses of Agent, including without limitation, legal fees and expenses) would otherwise have been paid by the Loan Parties to the extent such fees and expenses have been invoiced to Borrowersgone effective; and (hb) Agent The delivery to each of Delphi and GM on or prior to 3:00 p.m. EDT on September 28, 2008 of effective modifications or amendments or agreements or consents, in writing and in forms reasonably acceptable to Delphi and GM, from enough Unions to complete the First Net Liability Transfer; provided, however, that no delivery by a Union to GM or Delphi hereunder shall have received a fully executed copy be effective unless such agreement explicitly and unconditionally authorizes the occurrence of an amendment to the ABL Credit Agreement, dated the date hereof, among the Borrowers414(l) transfer as set forth herein, the Guarantorsfreeze of the Delphi HRP, the Parent cessation of OPEB and ▇▇▇▇▇ Fargo Bankthe contemporaneous effectiveness of releases on behalf of the GM-Related Parties and Delphi-Related Parties as contained in the respective Benefit Guarantee Term Sheets; provided, National Association as the sole lenders party thereto (the “ABL Amendment”)however, which that no statute, rule or regulation or order, judgment or decree of any court or administrative agency or other governmental entity shall be in form effect which prohibits the consummation of one or more of the transactions to be consummated under this Agreement, unless such transaction is severed pursuant to section 7.21 hereof; provided further, however, that the substantial majority of all assets, whether real or personal, used to produce any products pursuant to GM Purchase Orders shall be owned or leased by DAS (other than tooling owned by GM) and substance reasonably satisfactory all obligations pursuant to the Agent, GM Purchase Orders shall be the conditions responsibility of DAS. GM irrevocably consents to effectiveness the performance of the ABL Amendment GM Purchase Orders by DAS and any Delphi-Related Party that is directly or indirectly wholly-owned by Delphi, as directed by DAS; provided, however, that any change of the location of production shall have been satisfied require GM’s prior written consent. Regardless of whether the transaction is severed, each of the Parties shall use reasonable efforts to prevent the entry of, and to appeal promptly, any injunction or other order prohibiting one or more of the ABL Amendment shall transactions to be in full force and effectconsummated under this Agreement.

Conditions to Effectiveness. This Amendment shall become effective only upon on the satisfaction in full date (the “Amendment Effective Date”) that each of the following conditions precedentprecedent has been fulfilled as reasonably determined by the Agent: (a) a. This Amendment shall have been duly executed and delivered by Holdings, the Borrowers, Lenders constituting the Required Lenders, each Co-Collateral Agent, and the Agent, and the Agent shall have received counterparts hereofhereof that, duly executed and delivered by all when taken together, bear the parties hereto; (b) Agent shall have received a fully executed copy signatures of each of the SWIMS Purchase other parties hereto. b. Each of the conditions precedent set forth in Section 4.02 of the Amended Credit Agreement shall have been satisfied. c. All action on the part of Holdings and the SWIMS Subordinated NoteBorrowers necessary for the valid execution, each of which shall be in full force delivery and effect substantially concurrently with performance by the effectiveness Borrowers of this AmendmentAmendment shall have been duly taken. d. Since January 30, and 2017, there shall not have been any event or effect that has had or would be reasonably expected to have, individually or in the SWIMS Acquisition shall be consummated in accordance with the SWIMS Purchase Agreement substantially concurrently with the effectiveness of this Amendment; aggregate, a Material Adverse Effect, as limited to clause (c) of the definition of “Material Adverse Effect” in the Existing Credit Agreement. e. After giving effect to this Amendment and the transactions contemplated hereunder, no Default or Event of Default shall have occurred and be continuing on under the date hereof;Amended Credit Agreement. (d) f. The Borrowers have provided Agent with a due diligence package relative to the SWIMS Acquisition, including an acquisition overview, investment highlights, sources and uses for the SWIMS acquisition, and SWIMS’ historical and forecasted profit and loss statements, in form and substance reasonably satisfactory to Agent; (e) Parent shall have received (or shallpaid all fees, substantially concurrently with the effectiveness hereof receive) the proceeds of the issuance of the SWIMS Subordinated Note in the amount of $13,000,000, all of the proceeds of which shall have been (or, substantially concurrently with the effectiveness hereof, shall be) used to finance the purchase price expenses and related transaction expenses paid by DFBG SWIMS to consummate the SWIMS Acquisition; (f) each of the representations other amounts due and warranties made by the Loan Parties in this Amendment and/or in any other Loan Document shall be true and correct in all material respects on and as of the date hereof except (i) to the extent that any such representation or warranty relates to a specific date, in which case such representation and warranty shall be true and correct in all material respects as of such earlier date and (ii) that such materiality qualifier shall not be applicable to any representations and warranties that are already qualified or modified by materiality in the text thereof; (g) all reasonable and documented fees and out-of-pocket expenses under the Credit Agreement and this Amendment (including the outstanding fees and expenses of Agent, including without limitation, legal fees and expenses) have been paid by the Loan Parties to the extent such fees and expenses have been invoiced to Borrowers; and (h) Agent shall have received a fully executed copy of an amendment to the ABL Credit Agreement, dated the date hereof, among the Borrowers, the Guarantors, the Parent and ▇▇▇▇▇ Fargo Bank, National Association as the sole lenders party thereto (the “ABL Amendment”), which shall be in form and substance reasonably satisfactory owing to the Agent, the conditions Co-Collateral Agents and the Lenders that have executed this Amendment. g. To the extent requested by a Lender, the Agent shall have received all documentation and other information with respect to effectiveness the Loan Parties required by regulatory authorities under applicable “know-your-customer” and anti-money laundering rules and regulations, including without limitation the USA PATRIOT Act. h. Each Loan Party shall have duly executed and delivered to the Agent a reaffirmation (in form and substance satisfactory to the Agent) of its obligations (including guarantees) and liens under the ABL Amendment Loan Documents. i. The 2018 FILO Facility (as defined in the Amended Credit Agreement) shall have been satisfied and the ABL Amendment shall be in full force and effectfunded on or before April 15, 2018.

Conditions to Effectiveness. This Amendment The transactions contemplated by this Agreement shall become be deemed to be effective only upon the satisfaction in full as of the Effective Date, when the following conditions precedenthave been satisfied in a manner satisfactory to Lender: (a) Agent shall have received counterparts hereof, duly executed all representations and delivered by warranties set forth in this Agreement are true and correct in all the parties heretomaterial respects as set forth in Section 4 above; (b) Agent shall have received ▇▇▇▇▇▇ receives a fully executed copy of each of the SWIMS Purchase Agreement and the SWIMS Subordinated Note, each of which shall be in full force and effect substantially concurrently with the effectiveness of this Amendment, and the SWIMS Acquisition shall be consummated in accordance with the SWIMS Purchase Agreement substantially concurrently with the effectiveness of this AmendmentAgreement; (c) no Default ▇▇▇▇▇▇ receives payment of the reasonable and documented out-of-pocket fees and expenses of ▇▇▇▇▇▇’s counsel incurred in connection with this Agreement in immediately available funds to the extent invoiced on or Event of Default shall have occurred and be continuing on prior to the date hereof; (d) Borrowers have provided Agent with a due diligence package relative to the SWIMS Acquisition, including an acquisition overview, investment highlights, sources and uses for the SWIMS acquisition, and SWIMS’ historical and forecasted profit and loss statements, in form and substance reasonably satisfactory to Agent; (e) Parent shall have received (or shall, substantially concurrently with the effectiveness hereof receive) the proceeds of the issuance of the SWIMS Subordinated Note in the amount of $13,000,000, all of the proceeds of which shall have been (or, substantially concurrently with the effectiveness hereof, shall be) used to finance the purchase price and related transaction expenses paid by DFBG SWIMS to consummate the SWIMS Acquisition; (f) each of the representations and warranties made by set forth in the Loan Parties in Documents (after giving effect to this Amendment and/or in any other Loan Document shall be Agreement) are true and correct in all material respects on and as (without duplication of the date hereof any materiality standards set forth therein), except (i) to the extent that any such representation or warranty relates representations and warranties specifically refer to a specific an earlier date, in which case such representation and warranty they shall be true and correct in all material respects as of such earlier date and (ii) that such materiality qualifier shall not be applicable to or the facts on which any representations and warranties that are already qualified of them were based have been changed by transactions contemplated or modified permitted by materiality in the text thereofCredit Agreement; (ge) all reasonable ▇▇▇▇▇▇ receives a Certificate certified by a Responsible Officer from Borrowers, in form and documented fees substance reasonably acceptable to Lender, attaching resolutions from the appropriate governing body of Borrowers which authorize the execution, delivery and out-of-pocket expenses under the Credit performance of this Agreement and this Amendment (including the outstanding fees transactions contemplated hereby, and expenses of Agent, including without limitation, legal fees such other items and expenses) have been paid by the Loan Parties to the extent such fees and expenses have been invoiced to Borrowers; anddocuments as Lender shall reasonably request; (hf) Agent shall have received ▇▇▇▇▇▇ receives a fully executed copy of an amendment to the ABL Term Loan Agreement reasonably acceptable to Lender pursuant to which, among other things, Term Loan Lender consents to the form and substance of this Agreement in accordance with Section 6.1 of the Intercreditor Agreement; 191329095_3 (g) Lender receives Eligible Account Reports for July 2024 to August 2024, along with corresponding past-due accounts receivables and accounts payable aging reports. (h) after giving effect to this Agreement, no Default or Event of Default exists under the Credit Agreement, dated the date hereof, among the Borrowers, the Guarantors, the Parent and ; and (i) ▇▇▇▇▇▇ Fargo Bankreceives, National Association as in immediately available funds, a principal payment on the sole lenders party thereto (the “ABL Amendment”), which shall be in form and substance reasonably satisfactory Notes equal to the Agent, the conditions to effectiveness of the ABL Amendment shall have been satisfied and the ABL Amendment shall be in full force and effect$1,000,000.

Conditions to Effectiveness. This Amendment shall become effective only upon on the satisfaction in full of date (the “Effective Date”) on which the following conditions precedentshall have been satisfied or waived: (a) the Administrative Agent shall have received counterparts hereofthis Amendment, duly executed and delivered by all the parties heretoBorrower and the Lenders; (b) CityForest and its Subsidiaries shall have complied with Section 5.13 of the Credit Agreement, including the delivery of a Joinder Agreement to the Administrative Agent; (c) the Administrative Agent shall have received a fully executed copy of each copies of the SWIMS CityForest Acquisition Agreement, the CityForest Indenture, the CityForest Bond Loan Agreement, the Note Purchase Agreement and the SWIMS Subordinated NoteAssociated Bank Agreement, each certified by an officer of which shall the Borrower to be true and correct and in full force and effect substantially concurrently with as of the effectiveness of this AmendmentEffective Date, and no provision thereof shall have been amended, waived or otherwise modified without the SWIMS consent of the Administrative Agent; (d) the Associated Bank Intercreditor Agreement shall have been duly executed and delivered by all parties thereto; (e) each document (including any Uniform Commercial Code financing statement) required by the Collateral Documents or under law or reasonably requested by the Administrative Agent to be filed, registered or recorded in order to create in favor of the Administrative Agent, for the benefit of the Lenders, a perfected Lien on the Collateral acquired pursuant to the CityForest Acquisition to the extent required by Section 5.13 of the Credit Agreement; (f) the CityForest Acquisition shall be have been consummated in accordance with the SWIMS Purchase Agreement substantially concurrently with the effectiveness of this Amendment; (c) no Default or Event of Default shall have occurred and be continuing on the date hereof; (d) Borrowers have provided Agent with a due diligence package relative to the SWIMS Acquisition, including an acquisition overview, investment highlights, sources and uses for the SWIMS acquisitionCityForest Acquisition Agreement, and SWIMS’ historical and forecasted profit and loss statements, in form and substance reasonably satisfactory to Agent; (e) Parent shall have received (or shall, substantially concurrently with the effectiveness hereof receive) the proceeds of the issuance of the SWIMS Subordinated Note in the amount of $13,000,000, all of the proceeds of which no provision thereof shall have been (oramended, substantially concurrently with waived or otherwise modified without the effectiveness hereof, shall be) used to finance the purchase price and related transaction expenses paid by DFBG SWIMS to consummate the SWIMS Acquisition; (f) each consent of the representations and warranties made by the Loan Parties in this Amendment and/or in any other Loan Document shall be true and correct in all material respects on and as of the date hereof except (i) to the extent that any such representation or warranty relates to a specific date, in which case such representation and warranty shall be true and correct in all material respects as of such earlier date and (ii) that such materiality qualifier shall not be applicable to any representations and warranties that are already qualified or modified by materiality in the text thereofAdministrative Agent; (g) all reasonable and documented fees and out-of-pocket expenses under the Credit Agreement and this Amendment (including Administrative Agent shall have received evidence reasonably satisfactory to it that the outstanding fees and expenses Borrower shall have received $20,265,000 in gross cash proceeds from the issuance of Agent, including without limitation, legal fees and expenses) have been paid by the Loan Parties Additional Senior Secured Notes pursuant to the extent such fees and expenses have been invoiced to Borrowers; andNote Purchase Agreement; (h) the Administrative Agent shall have received a fully executed copy of an amendment legal opinions from counsel to the ABL Credit Agreement, dated the date hereof, among the Borrowers, the Guarantors, the Parent Borrower and ▇▇▇▇▇ Fargo Bank, National Association as the sole lenders party thereto (the “ABL Amendment”), which shall be its Subsidiaries in form and substance reasonably satisfactory to the Administrative Agent, ; and (i) the conditions to effectiveness of the ABL Amendment Administrative Agent shall have been satisfied and received such certificates as may be reasonably requested by the ABL Amendment shall be in full force and effectAdministrative Agent.

Conditions to Effectiveness. This Amendment No. 1 to Note Purchase Agreements shall become not be effective only upon until (i) the satisfaction Company and the holders of 51% in full aggregate principal amount of the following conditions precedent: outstanding Notes shall have executed and delivered this Amendment No. 1 to Note Purchase Agreements and each of the Subsidiary Guarantors has executed and delivered its Consent hereto, (aii) Agent each Purchaser shall have received counterparts hereoffrom Kay Rustand, duly executed and delivered by all Esq., General Counsel for the parties hereto; (b) Agent shall have received a fully executed copy of each of Company, her legal opinio▇ ▇▇▇▇ ▇▇▇▇ect to the SWIMS Purchase Agreement Company and the SWIMS Subordinated NoteSubsidiary Guarantors, each of which shall be in full force and effect substantially concurrently with dated the effectiveness effective date of this Amendment, and the SWIMS Acquisition shall be consummated in accordance with the SWIMS Amendment No. 1 to Note Purchase Agreement substantially concurrently with the effectiveness of this Amendment; (c) no Default or Event of Default shall have occurred and be continuing on the date hereof; (d) Borrowers have provided Agent with a due diligence package relative to the SWIMS Acquisition, including an acquisition overview, investment highlights, sources and uses for the SWIMS acquisition, and SWIMS’ historical and forecasted profit and loss statementsAgreements, in form and substance reasonably satisfactory to Agent; each Purchaser and special counsel to the Purchasers, covering the matters set forth in Exhibit C attached hereto, (eiii) Parent each Purchaser shall have received (or shallfrom the Company a certificate dated the effective date of this Amendment No. 1 to Note Purchase Agreements, substantially concurrently with signed by the effectiveness hereof receive) the proceeds Executive Vice President and Chief Financial Officer of the issuance of Company, to the SWIMS Subordinated Note in the amount of $13,000,000, all of the proceeds of which shall have been (or, substantially concurrently with the effectiveness hereof, shall be) used to finance the purchase price and related transaction expenses paid by DFBG SWIMS to consummate the SWIMS Acquisition; (f) each of effect that the representations and warranties made by of the Loan Parties Company set forth in this Amendment and/or in any other Loan Document shall be Exhibit D attached hereto are true and correct in all material respects on and as with respect to the effective date of this Amendment No. 1 to Note Purchase Agreements, (iv) the Company shall have paid to each Purchaser an amendment fee in an amount equal to 0.15% of the date hereof except (i) to the extent that any such representation or warranty relates to a specific date, in which case such representation and warranty shall be true and correct in all material respects as outstanding principal amount of such earlier date and Purchaser's Notes, (iiv) that such materiality qualifier the Company shall not be applicable to any representations and warranties that are already qualified or modified by materiality in have paid all of the text thereof; (g) all reasonable and documented fees and out-of-pocket expenses under incurred by the Credit Agreement and Purchasers in connection with the consummation of the transactions contemplated by this Amendment (including the outstanding fees and expenses of AgentNo. 1 to Note Purchase Agreements, including including, without limitation, legal the fees and expenses) have been paid by the Loan Parties disbursements of Chapman and Cutler, special counsel to the extent such fees Purchasers and expenses have been invoiced to Borrowers; and (hvi) Agent shall have received a fully executed copy of an amendment to the ABL Credit Agreement, dated the date hereof, among the Borrowers, the Guarantors, the Parent and C▇▇▇▇▇▇ Fargo Bank, National Association as the sole lenders party thereto (the “ABL Amendment”), which shall be in form and substance reasonably satisfactory to the Agent, the conditions to effectiveness ▇▇▇▇ satisfied each of the ABL Amendment following closing conditions: 1. Each of the Intercreditor Agreement (as described in Section 1.1 hereof) and the Security Agreement (as described in Section 1.1 hereof) shall have been satisfied duly executed, acknowledged and delivered by the ABL Amendment respective parties thereto and shall be in full force and effect. 2. The Company and the Bank shall have entered into the Third Amendment to the Credit Agreement and each Purchaser shall have received a copy of the Credit Agreement, with all amendments thereto, certified as true and correct by an authorized officer of the Company. 3. The Collateral Agent and each holder of the Notes shall have received reasonably satisfactory evidence that the Collateral is insured against fire and other casualties at replacement cost, together with standard mortgage clauses naming the Collateral Agent (for the benefit of the holders of the Notes) as mortgagee or secured party. The Collateral Agent and each holder of the Notes shall also have received reasonably satisfactory original certificates of general public liability insurance, naming each holder of a Note as an additional insured. All premiums on such policies shall be prepaid by the Company. 4. All actions shall have been taken at the Company's expense as are necessary and appropriate for the holders of the Notes and the Bank to maintain a valid and perfected first priority lien and security interest in and to the collateral detailed in the Security Agreement, including, without limitation, the filing and recording of such documents and Uniform Commercial Code financing statements as may be necessary and appropriate, subject to Liens permitted by Section 10.5

Conditions to Effectiveness. This Second Amendment shall become effective only and binding upon the Credit Parties, MetLife and the Noteholders on the date of this Second Amendment (the “Second Amendment Effective Date”) upon the satisfaction in full of each of the following conditions precedentconditions: (a) Agent MetLife and the Noteholders shall have received counterparts hereofof this Second Amendment, duly executed and delivered by all the parties heretoCompany, MetLife and the Noteholders and agreed to and acknowledged by the Subsidiary Guarantors; (b) Agent shall have received a fully executed copy of each the representations and warranties of the SWIMS Purchase Agreement and the SWIMS Subordinated Note, each of which Credit Parties set forth herein shall be in full force true and effect substantially concurrently with the effectiveness correct on and as of this Amendment, and the SWIMS Acquisition shall be consummated in accordance with the SWIMS Purchase Agreement substantially concurrently with the effectiveness of this Amendment; (c) no Default or Event of Default shall have occurred and be continuing on the date hereof; (c) substantially concurrently herewith, MetLife and the Noteholders shall have received a Request for Purchase in respect of the Series D Notes (the “Request for Purchase”), duly executed and delivered by the Company, dated the date hereof and substantially in the form of Exhibit 2(c) to the Note Purchase Agreement; (d) Borrowers substantially concurrently herewith, MetLife and the Noteholders shall have provided Agent with received a due diligence package relative Confirmation of Acceptance in respect of the Series D Notes (the “Confirmation of Acceptance”), duly executed and delivered by the Company and the Series D Purchasers, dated the date hereof and substantially in the form of Exhibit 2(e) to the SWIMS Acquisition, including an acquisition overview, investment highlights, sources and uses for the SWIMS acquisition, and SWIMS’ historical and forecasted profit and loss statements, in form and substance reasonably satisfactory to Agent;Note Purchase Agreement; and (e) Parent the Company shall have received (or shall, substantially concurrently with the effectiveness hereof receive) the proceeds of the issuance of the SWIMS Subordinated Note in the amount of $13,000,000, all of the proceeds of which shall have been (or, substantially concurrently with the effectiveness hereof, shall be) used to finance the purchase price and related transaction expenses paid by DFBG SWIMS to consummate the SWIMS Acquisition; (f) each of the representations and warranties made by the Loan Parties in this Amendment and/or in any other Loan Document shall be true and correct in all material respects on and as of the date hereof except (i) to the extent that any such representation or warranty relates to a specific date, in which case such representation and warranty shall be true and correct in all material respects as of such earlier date and (ii) that such materiality qualifier shall not be applicable to any representations and warranties that are already qualified or modified by materiality in the text thereof; (g) all reasonable and documented fees and out-of-pocket expenses under the Credit Agreement and this Amendment (including the outstanding fees costs and expenses of Agentthe Noteholders relating to this Second Amendment, including including, without limitation, legal fees and expenses) have been paid by the Loan Parties to the extent such fees reasonable fees, costs and expenses have been invoiced to Borrowers; and (h) Agent shall have received a fully executed copy of an amendment to the ABL Credit Agreement, dated the date hereof, among the Borrowers, the Guarantors, the Parent and Akin Gump ▇▇▇▇▇▇▇ Fargo Bank▇▇▇▇▇ & ▇▇▇▇ LLP, National Association as the sole lenders party thereto (the “ABL Amendment”), which shall be in form and substance reasonably satisfactory counsel to the AgentNoteholders, for which an invoice has been presented in reasonable detail at least one Business Day prior to the conditions to effectiveness date of the ABL Amendment shall have been satisfied and the ABL Amendment shall be in full force and effectrequested payment.

Conditions to Effectiveness. __This Amendment shall become be deemed to be, --------------------------- and shall become, effective only upon as of the Effective Date referred to above, in the manner, and to the extent, provided below, subject to the satisfaction in full of the following applicable conditions precedentprecedent on or prior to such date: (a) The effectiveness of all provisions of this Amendment except for ---------- Section 2 hereof (all such provisions, excluding Section 2 hereof, being referred to as the "Majority Lender Approval Provisions") shall be subject to the receipt, on or prior to the Effective Date, by the Administrative Agent of (i) one or more counterparts of this Amendment duly executed and delivered by the Company, Samsonite Europe, and the Majority Lenders, and (ii) the applicable amendment fees provided for in paragraph (c) below, for the respective accounts of the applicable Lenders signatory hereto entitled thereto, in immediately available funds; (b) The effectiveness of Section 2 hereof (the "Special Approval Provisions") shall be subject to the receipt, on or prior to the Effective Date, by the Administrative Agent of (i) one or more counterparts of this Amendment duly executed by the Company, Samsonite Europe, the Majority Lenders, the Majority Domestic Term Loan Lenders, the Majority Foreign Term Loan Lenders, and the Majority Revolving Lenders, and (ii) the applicable amendment fees provided for in paragraph (c) below, for the respective accounts of the applicable Lenders signatory hereto entitled thereto, in immediately available funds; (c) The Company shall have paid (and the Company hereby covenants and agrees to pay, subject to and simultaneously with the effectiveness of the applicable provisions of this Amendment) to the Administrative Agent on the Effective Date, for the respective accounts of those Lenders that, as of the Effective Date, have duly executed and delivered counterparts of this Amendment to the Administrative Agent, an amendment fee (the "Amendment Fee") in immediately available funds, which shall be equal to the Applicable Fee Percentage (as defined below) of the sum of (i) such Lender's Domestic Term Loan Commitment Percentage of the then outstanding principal amount of the Domestic Term Loan and such Lender's Foreign Term Loan Commitment Percentage of the then outstanding principal amount (expressed as a Dollar Equivalent amount) of the Foreign Term Loan, in each case if applicable, and (ii) the aggregate amount of such Lender's Commitments, if applicable. For purposes of determining the Amendment Fee, the Applicable Fee Percentage shall be (x) 25 basis points (0.25%) in the event that, as of the Effective Date, the Administrative Agent shall have received counterparts hereof, of this Amendment duly executed and delivered by the Borrowers and the Majority Lenders, as contemplated by clause (i) of paragraph (a) of this Section 3 (but not by all the parties hereto; those additional Lenders required by clause (i) of paragraph (b) of this Section 3), or, alternatively, (y) 35 basis points (0.35%) in the event that, as of the Effective Date, the Administrative Agent shall have received a fully executed copy of each of the SWIMS Purchase Agreement and the SWIMS Subordinated Note, each of which shall be in full force and effect substantially concurrently with the effectiveness counterparts of this Amendment, Amendment duly executed and the SWIMS Acquisition shall be consummated in accordance with the SWIMS Purchase Agreement substantially concurrently with the effectiveness of this Amendment; (c) no Default or Event of Default shall have occurred and be continuing on the date hereof; (d) Borrowers have provided Agent with a due diligence package relative to the SWIMS Acquisition, including an acquisition overview, investment highlights, sources and uses for the SWIMS acquisition, and SWIMS’ historical and forecasted profit and loss statements, in form and substance reasonably satisfactory to Agent; (e) Parent shall have received (or shall, substantially concurrently with the effectiveness hereof receive) the proceeds of the issuance of the SWIMS Subordinated Note in the amount of $13,000,000, all of the proceeds of which shall have been (or, substantially concurrently with the effectiveness hereof, shall be) used to finance the purchase price and related transaction expenses paid by DFBG SWIMS to consummate the SWIMS Acquisition; (f) each of the representations and warranties made delivered by the Loan Parties in this Amendment and/or in any other Loan Document shall be true Borrowers and correct in all material respects on and as of the date hereof except those Lenders required by clause (i) to the extent that any such representation or warranty relates to a specific date, in which case such representation and warranty shall be true and correct in all material respects as of such earlier date and paragraph (iib) that such materiality qualifier shall not be applicable to any representations and warranties that are already qualified or modified by materiality in the text thereof; (g) all reasonable and documented fees and out-of-pocket expenses under the Credit Agreement and of this Amendment (including the outstanding fees and expenses of Agent, including without limitation, legal fees and expenses) have been paid by the Loan Parties to the extent such fees and expenses have been invoiced to Borrowers; and (h) Agent shall have received a fully executed copy of an amendment to the ABL Credit Agreement, dated the date hereof, among the Borrowers, the Guarantors, the Parent and ▇▇▇▇▇ Fargo Bank, National Association as the sole lenders party thereto (the “ABL Amendment”), which shall be in form and substance reasonably satisfactory to the Agent, the conditions to effectiveness of the ABL Amendment shall have been satisfied and the ABL Amendment shall be in full force and effectSection 3.

Conditions to Effectiveness. This Amendment shall not become effective only upon the satisfaction in full until each of the following conditions precedentprecedent have been satisfied, as determined by the Agent; provided, however, that the agreement of the Banks set forth in Section 5 of this Agreement shall be effective immediately upon the execution of this Amendment: (a) the Agent shall have received counterparts hereof, this Amendment duly executed and delivered by all the parties heretoBorrower, the Agent, and the Banks; (b) Agent the Intercreditor Agreement shall have received a fully been duly executed copy of and delivered by each of the SWIMS Purchase Agreement parties thereto and all of the SWIMS Subordinated Note, each of which shall be in full force and effect substantially concurrently with conditions to the effectiveness of this Amendment, and the SWIMS Acquisition Intercreditor Agreement shall be consummated in accordance with the SWIMS Purchase Agreement substantially concurrently with the effectiveness of this Amendmenthave been satisfied; (c) no Default or Event of Default ▇▇▇▇▇▇ shall have occurred duly executed and be continuing on delivered amendments to the date hereof▇▇▇▇▇▇ Documents in the forms attached hereto as EXHIBIT C; (d) Borrowers Textron shall have provided Agent with a due diligence package relative duly executed and delivered amendments and amendments and restatements of the Textron Documents in forms attached hereto as EXHIBIT B and all of the conditions to the SWIMS Acquisition, including an acquisition overview, investment highlights, sources effectiveness of the Textron Amended and uses for Restated Inventory Loan Agreement (as defined in the SWIMS acquisition, and SWIMS’ historical and forecasted profit and loss statements, in form and substance reasonably satisfactory to AgentIntercreditor Agreement) shall have been satisfied; (e) Parent shall have received (or shall, substantially concurrently with the effectiveness hereof receive) the proceeds of the issuance of the SWIMS Subordinated Note in the amount of $13,000,000, all of the proceeds of which shall have been (or, substantially concurrently with the effectiveness hereof, shall be) used to finance the purchase price and related transaction expenses paid by DFBG SWIMS to consummate the SWIMS Acquisition; (f) each of the representations and warranties made by the Loan Parties in this Amendment and/or in any other Loan Document shall be true and correct in all material respects on and as of the date hereof except (i) to the extent that any such representation or warranty relates to a specific date, in which case such representation and warranty shall be true and correct in all material respects as of such earlier date and (ii) that such materiality qualifier shall not be applicable to any representations and warranties that are already qualified or modified by materiality in the text thereof; (g) all reasonable and documented fees and out-of-pocket expenses under the Credit Agreement and this Amendment (including the outstanding fees and expenses of Agent, including without limitation, legal fees and expenses) have been paid by the Loan Parties to the extent such fees and expenses have been invoiced to Borrowers; and (h) Agent shall have received a fully executed copy of an amendment evidence, satisfactory to the ABL Credit Agreementit in its sole discretion, dated the date hereof, among the Borrowers, the Guarantors, the Parent and that ▇▇▇▇▇▇ Fargo Bankhas released all of its liens on the Existing Mortgaged Property; and (f) the Borrower shall have reimbursed the Agent for, National Association as the sole lenders party thereto (the “ABL Amendment”)or paid directly, which shall be in form all reasonable fees, costs, and substance reasonably satisfactory expenses incurred by legal counsel to the Agent, Agent and legal counsel to Liberty Bank for which the Borrower has received an invoice. If the conditions to effectiveness of the ABL Amendment set forth in this Section 7 shall not have been satisfied prior to March 31, 2004, Sections 2(b) and the ABL (c), 3, 4, and 6 of this Amendment shall be in full null and void and of no force and or effect.

Conditions to Effectiveness. This Amendment shall become effective only upon on the satisfaction in full date (the “Second Amendment Effective Date”) on which each of the following conditions precedentis satisfied or waived: (a) The Administrative Agent (or its counsel) shall have received counterparts hereof, duly executed from Lenders constituting the Majority Lenders under each of the Credit Agreements and delivered by all each of the other parties heretohereto a counterpart of this Amendment signed on behalf of such party; (b) Agent shall have received a fully executed copy of each of the SWIMS Purchase Agreement All corporate and the SWIMS Subordinated Noteother proceedings, each of which if any, taken or to be taken in connection with this Amendment and all documents incidental thereto, whether or not referred to herein, shall be satisfactory in full force form and effect substantially concurrently with substance to the effectiveness of this Amendment, Administrative Agent and the SWIMS Acquisition shall be consummated in accordance with the SWIMS Purchase Agreement substantially concurrently with the effectiveness of this Amendmentits counsel; (c) no Default or Event of Default shall have occurred The Administrative Agent and be continuing on the date hereof; (d) Borrowers have provided Agent with a due diligence package relative to the SWIMS AcquisitionCitigroup Global Markets Inc., including an acquisition overviewas arranger, investment highlights, sources and uses for the SWIMS acquisition, and SWIMS’ historical and forecasted profit and loss statements, in form and substance reasonably satisfactory to Agent; (e) Parent shall have received (all reasonable costs, fees, expenses and other amounts due and payable on or shall, substantially concurrently with the effectiveness hereof receive) the proceeds of the issuance of the SWIMS Subordinated Note in the amount of $13,000,000, all of the proceeds of which shall have been (or, substantially concurrently with the effectiveness hereof, shall be) used to finance the purchase price and related transaction expenses paid by DFBG SWIMS to consummate the SWIMS Acquisition; (f) each of the representations and warranties made by the Loan Parties in this Amendment and/or in any other Loan Document shall be true and correct in all material respects on and as of the date hereof except (i) prior to the extent that any such representation Second Amendment Effective Date, including reimbursement or warranty relates to a specific date, in which case such representation and warranty shall be true and correct in all material respects as payment of such earlier date and (ii) that such materiality qualifier shall not be applicable to any representations and warranties that are already qualified or modified by materiality in the text thereof; (g) all reasonable and documented fees and out-of-pocket expenses under the Credit Agreement and this Amendment (including the outstanding fees reasonable fees, disbursements and expenses other charges of Agent, including without limitation, legal fees and expenses) have been paid by the Loan Parties to the extent such fees and expenses have been invoiced to Borrowers; and (h) Agent shall have received a fully executed copy of an amendment to the ABL Credit Agreement, dated the date hereof, among the Borrowers, the Guarantors, the Parent and ▇▇▇▇▇▇ Fargo Bank▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, National Association as counsel for the sole lenders party thereto Administrative Agent) required to be reimbursed or paid by EnergySolutions, and for which invoices have been presented to EnergySolutions on or prior to the business day prior to the Second Amendment Effective Date; (the “ABL Amendment”), which d) All representations and warranties set forth in Section 3 hereof shall be in form true and substance reasonably satisfactory correct as of such date; and (e) The Administrative Agent shall have received for the account of each Lender who executes and delivers to the AgentAdministrative Agent a counterpart of this Amendment prior to 5:00 pm Eastern Time on July 12, the conditions 2010 an amendment fee equal to effectiveness 0.25% of the ABL Amendment shall have been satisfied sum of (i) the aggregate principal amount of Term Loans and Synthetic Deposits, as applicable, under the ABL Amendment shall be in full force Credit Agreements held by such Lender and effect(ii) the aggregate amount of Revolving Commitments (whether used or unused) under the EnergySolutions Credit Agreement held by such Lender.

Conditions to Effectiveness. This Amendment shall become effective only on the date (the "Effective Date") upon the satisfaction in full of which the following conditions precedenthave been satisfied in full or waived by the Agent in writing: (a) the Agent shall have received received, in form and substance satisfactory to the Agent and its counsel, counterparts hereofof this Amendment executed by the Borrower, duly executed the U.S. Guarantors, the Agent and delivered by all the parties heretoLenders and such other approvals or documents as the Agent may reasonably request; (b) the Agent shall have received a fully executed copy from the Borrower an amendment fee in the amount of each $250,000 by wire transfer of immediately available fluids for the ratable benefit of the SWIMS Purchase Agreement and the SWIMS Subordinated Note, each of which shall be in full force and effect substantially concurrently with the effectiveness of this Amendment, and the SWIMS Acquisition shall be consummated in accordance with the SWIMS Purchase Agreement substantially concurrently with the effectiveness of this AmendmentLenders; (c) all representations and warranties contained in this Amendment shall be true and correct in all material respects; (d) no Event of Default or event which upon notice or lapse of time or both would constitute an Event of Default shall have occurred and be continuing on the date hereof; (d) Borrowers have provided Agent with a due diligence package relative to the SWIMS Acquisition, including an acquisition overview, investment highlights, sources and uses for the SWIMS acquisition, and SWIMS’ historical and forecasted profit and loss statements, in form and substance reasonably satisfactory to Agentcontinuing; (e) Parent shall have received (or shall, substantially concurrently with the effectiveness hereof receive) the proceeds of the issuance of the SWIMS Subordinated Note in the amount of $13,000,000, all of the proceeds of which shall have been (or, substantially concurrently with the effectiveness hereof, shall be) used to finance the purchase price and related transaction expenses paid by DFBG SWIMS to consummate the SWIMS Acquisition; (f) each of the representations and warranties made by the Loan Parties in this Amendment and/or in any other Loan Document shall be true and correct in all material respects on and as of the date hereof except (i) to the extent that any such representation or warranty relates to a specific date, in which case such representation and warranty shall be true and correct in all material respects as of such earlier date and (ii) that such materiality qualifier shall not be applicable to any representations and warranties that are already qualified or modified by materiality in the text thereof; (g) all reasonable and documented fees and out-of-pocket expenses under the Credit Agreement and this Amendment (including the outstanding fees and expenses of Agent, including without limitation, legal fees and expenses) have been paid by the Loan Parties to the extent such fees and expenses have been invoiced to Borrowers; and (h) Agent shall have received a fully executed certified copy of an amendment to order of the ABL Credit Agreement, dated the date hereof, among the Borrowers, the Guarantors, the Parent and ▇▇▇▇▇ Fargo Bank, National Association as the sole lenders party thereto (the “ABL Amendment”), which shall be Bankruptcy Court in form and substance reasonably satisfactory to the Agent, which order shall (i) authorize the conditions to effectiveness execution and delivery of this Amendment by the Debtors and the performance of the ABL obligations of the Debtors under this Amendment shall have been satisfied and the ABL Amendment shall Credit Agreement, as amended, supplemented and modified hereby and (ii) be in full force and effect, shall not have been reversed, modified or amended and if such order is the subject of any pending appeal, no performance of any obligations of the Debtors hereunder or under the Credit Agreement, as amended, supplemented and modified hereby, shall have been stayed pending appeal; and (f) the Agent shall have received such other instruments, documents and assurances as the Agent or its counsel may reasonably request.

Conditions to Effectiveness. This Amendment shall become effective only upon the date (the “Effective Date”) upon satisfaction in full of the following conditions precedent: (a) Agent each Loan Party shall have received counterparts hereof, duly executed and delivered by all the parties heretothis Amendment; (b) each existing Loan Party, other than the Borrower, shall have executed and delivered an Acknowledgment and Consent, in the form set forth at the end of this Amendment (such Acknowledgements and Consents, together with this Amendment, the “Amendment Documents”); (c) the Administrative Agent shall have received a fully executed copy of each of written consents from the SWIMS Purchase Agreement and requisite Lenders under the SWIMS Subordinated Note, each of which shall be in full force and effect substantially concurrently with Credit agreement to the effectiveness execution of this Amendment; and (d) the Lenders, the Administrative Agent and the Arrangers shall have received all fees required to be paid, and all expenses for which invoices have been presented, on or before the SWIMS Effective Date. Without prejudicing the remainder of the amendments hereunder, (i) the amendments to the definitions of “Consolidated EBITDA” and “Coty Acquisition” and the amendments set forth in Section 5 of this Amendment and the acknowledgment and agreement of terms set forth in Section 13 of this Amendment shall not become effective unless (A) the Coty Acquisition shall be consummated in accordance with its terms and with applicable law and no provision of the SWIMS Purchase Agreement substantially concurrently acquisition agreement and related documentation shall have been waived, amended, supplemented or otherwise modified in any respect materially adverse to the Borrower or the Lenders, (B) all government and material third party approvals necessary in connection with the effectiveness Acquisition, the financing thereof and the continuing operations of this Amendment; (c) no Default or Event of Default the Borrower shall have occurred and be continuing been obtained on the date hereof; (d) Borrowers have provided Agent with a due diligence package relative to the SWIMS Acquisition, including an acquisition overview, investment highlights, sources and uses for the SWIMS acquisition, and SWIMS’ historical and forecasted profit and loss statements, in form and substance terms reasonably satisfactory to Agent; the Administrative Agent and (e) Parent shall have received (or shall, substantially concurrently with the effectiveness hereof receiveC) the proceeds of the issuance of the SWIMS Subordinated Note in the amount of $13,000,000, all of the proceeds of which 2008 Additional Tranche A Term Loans shall have been (or, substantially concurrently with the effectiveness hereof, shall be) used to finance the purchase price borrowed and related transaction expenses paid by DFBG SWIMS to consummate the SWIMS Acquisition; (f) each all requirements relating thereto in Section 2.23 of the representations and warranties made by the Loan Parties in this Amendment and/or in any other Loan Document Credit Agreement shall be true and correct in all material respects on and as of the date hereof except (i) to the extent that any such representation or warranty relates to a specific date, in which case such representation and warranty shall be true and correct in all material respects as of such earlier date have been fulfilled and (ii) that such materiality qualifier the extension of the Revolving Termination Date shall not only be applicable effective with respect to any representations Revolving Lender upon receipt of written consent thereto by such Revolving Lender; on the Effective Date the Revolving Commitments set forth on Schedule 1.1A shall be deemed to be amended and warranties that are already qualified restated to reflect the Revolving Commitments of each Revolving Lender, confirmed by the Revolving Lenders with the Administrative Agent, including the Revolving Commitments of any bank, financial institution or modified by materiality in the text thereof; (g) all reasonable and documented fees and out-of-pocket expenses under other entity which may elect to become a party to the Credit Agreement and this Amendment (including the outstanding fees and expenses of Agent, including without limitation, legal fees and expenses) have been paid by the Loan Parties executing an agreement substantially similar to the extent such fees and expenses have been invoiced to Borrowers; and (h) a New Lender Supplement. The Administrative Agent shall have received a fully executed copy notify the Borrower and the Lenders of an amendment to the ABL Credit AgreementEffective Date, dated the date hereof, among the Borrowers, the Guarantors, the Parent and ▇▇▇▇▇ Fargo Bank, National Association as the sole lenders party thereto (the “ABL Amendment”), which such notice shall be in form conclusive and substance reasonably satisfactory to the Agent, the conditions to effectiveness of the ABL Amendment shall have been satisfied and the ABL Amendment shall be in full force and effectbinding.

Conditions to Effectiveness. This Amendment The effectiveness of this amendment to and restatement of the Old Equipment Lease shall become effective only upon be subject to the satisfaction or waiver (in full accordance with Section 25.8) of the following conditions precedentprior to the Effective Date: (a) Agent Lessor shall have received counterparts hereofa favorable opinion from Chamberlain, duly executed Hrdlicka, White, ▇▇▇▇▇▇▇▇ and delivered by all ▇▇▇▇▇▇ substantially in the parties heretoform of Exhibit D and such opinions of local counsel to the Obligors as Lessor may reasonably request, each addressed to Lessor and dated as of the Effective Date; (b) Agent Lessor shall have received a fully executed copy such documents and certificates as Lessor or its counsel may reasonably request relating to the organization, existence and good standing of each Obligor, the authorization of the SWIMS Purchase Agreement Restructuring (including this amendment and the SWIMS Subordinated Note, each of which shall be in full force transactions related hereto) and effect substantially concurrently with the effectiveness of this Amendment, and the SWIMS Acquisition shall be consummated in accordance with the SWIMS Purchase Agreement substantially concurrently with the effectiveness of this Amendment; (c) no Default or Event of Default shall have occurred and be continuing on the date hereof; (d) Borrowers have provided Agent with a due diligence package relative any other legal matters relating to the SWIMS AcquisitionObligors or the Restructuring, including an acquisition overview, investment highlights, sources and uses for the SWIMS acquisition, and SWIMS’ historical and forecasted profit and loss statements, all in form and substance reasonably satisfactory to AgentLessor and its counsel; (ec) Parent Lessor shall have received (certificates, dated the Effective Date and signed by the President, a Vice President or shalla financial officer of Lessee, substantially concurrently confirming compliance with the effectiveness hereof receive) the proceeds of the issuance of the SWIMS Subordinated Note conditions set forth in the amount of $13,000,000, all of the proceeds of which shall have been (or, substantially concurrently with the effectiveness hereof, shall be) used to finance the purchase price and related transaction expenses paid by DFBG SWIMS to consummate the SWIMS Acquisitionthis Section 4; (fd) each of Lessor shall have received the representations Back Rent, all fees and warranties made by other amounts due and payable on or prior to the Loan Parties in this Effective Date, including, without limitation, the Amendment and/or in any other Loan Document shall be true and correct in all material respects on and as of the date hereof except (i) Fee and, to the extent that any such representation invoiced, reimbursement or warranty relates to a specific date, in which case such representation and warranty shall be true and correct in payment of all material respects as of such earlier date and (ii) that such materiality qualifier shall not be applicable to any representations and warranties that are already qualified or modified by materiality in the text thereof; (g) all reasonable and documented fees and out-of-pocket expenses under the Credit Agreement and this Amendment (including the outstanding fees fees, charges and expenses disbursements of Agent, including without limitation, legal fees and expensescounsel) have been required to be reimbursed or paid by the Loan Parties to the extent such fees and expenses have been invoiced to Borrowers; andLessee hereunder or under any other document; (he) Agent shall have received a fully executed copy of an amendment to the ABL Credit Agreement, dated the date hereof, among the Borrowers, the Guarantors, the Parent The Collateral and ▇▇▇▇▇ Fargo Bank, National Association as the sole lenders party thereto (the “ABL Amendment”), which shall be in form and substance reasonably satisfactory to the Agent, the conditions to effectiveness of the ABL Amendment Guarantee Requirement shall have been satisfied and Lessor shall have received a completed Perfection Certificate dated the ABL Amendment Effective Date and signed by an executive officer or financial officer of Lessee, together with all attachments contemplated thereby, including the results of a search of the UCC (or equivalent) filings made with respect to Obligors in the jurisdictions contemplated by the Perfection Certificate and copies of the financing statements (or similar documents) disclosed by such search and evidence reasonably satisfactory to Lessor that the Liens indicated by such financing statements (or similar documents) are permitted by Section 5.02(f) or have been released or will be released pursuant to UCC-3 financing statements or other release documentation. The Other Collateral Agreements reasonably requested by Lessor shall also have been executed; (f) UCC financing statements naming Lessee as debtor and Lessor as secured party shall have been filed in all jurisdictions where it is necessary and desirable in the reasonable opinion of Lessor to so file so as to perfect and protect Lessor’s interest in the Lease Equipment; (g) Each condition precedent in favor of investors in the Restructuring Agreement shall have been met, the Restructuring Agreement shall have been validly executed and delivered, and the Restructuring shall have been, or substantially simultaneously with the Effective Date shall be, consummated in accordance with the Restructuring Agreement and applicable law; (h) The representations and warranties of Obligors set forth in the Lease shall be true and correct on and as of the Effective Date or the date of any amendment, renewal or extension of same, as applicable. (i) Prior to the Effective Date, the Old Equipment Lease shall remain in full force and effect.

Conditions to Effectiveness. This Amendment shall become effective only upon as of the satisfaction in full date on which each of the following conditions precedent:has been satisfied (the “Effective Date”): (a) Agent Borrowers shall have received counterparts hereofdelivered to Agent this Amendment, duly executed and delivered by all the parties heretoan authorized officer of each Borrower; (b) Agent shall have received a fully from Borrowers executed copy copies of all documents and agreements relating to the 2015 Essex Leases and the Nutricap Seller First Note, including, but not limited to, the Payment Guaranty of Essex Capital Corporation and ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ of the Nutricap Seller First Note and each ▇▇▇▇ of Sale with respect to the ▇▇▇▇ ▇▇▇▇▇ Leases, duly executed by an authorized officer of each of the SWIMS Purchase Agreement and the SWIMS Subordinated Note, each of which shall be in full force and effect substantially concurrently with the effectiveness of this Amendment, and the SWIMS Acquisition shall be consummated in accordance with the SWIMS Purchase Agreement substantially concurrently with the effectiveness of this Amendmentparties thereto; (c) no Default or Event of Default shall have occurred and be continuing on the date hereof; (d) Borrowers have provided Agent with a due diligence package relative to the SWIMS Acquisition, including an acquisition overview, investment highlights, sources and uses for the SWIMS acquisition, and SWIMS’ historical and forecasted profit and loss statements, in form and substance reasonably satisfactory to Agent; (e) Parent shall have received (or shall, substantially concurrently with the effectiveness hereof receive) the proceeds of the issuance of the SWIMS Subordinated Note in the amount of $13,000,000, all of the proceeds of which shall have been (or, substantially concurrently with the effectiveness hereof, shall be) used to finance the purchase price and related transaction expenses paid by DFBG SWIMS to consummate the SWIMS Acquisition; (f) each of the representations and warranties made by the Loan Parties in this Amendment and/or in any other Loan Document shall be true and correct in all material respects on and as of the date hereof except (i) to the extent that any such representation or warranty relates to a specific date, in which case such representation and warranty Borrowers contained herein shall be true and correct in all material respects as of the Effective Date (and such earlier date and (ii) that such materiality qualifier parties’ delivery of their respective signatures hereto shall not be applicable deemed to any representations and warranties that are already qualified or modified by materiality in the text be its certification thereof); (gd) [Reserved.]; (e) Agent shall have received from Borrowers of all of the fees owing pursuant to this Amendment and Agent’s reasonable and documented fees and out-of-pocket expenses under the Credit Agreement and this Amendment (including the outstanding fees and expenses of Agent, including without limitation, legal fees and expenses) have been paid by the Loan Parties to the extent such fees and expenses have been invoiced to Borrowers; and; (hf) Agent Borrowers shall have received delivered to Agent a fully executed copy of the Amendment No. 1 to Standstill Agreement, duly executed by an authorized officer of each of the parties thereto, including but not limited to NUTRICAP LABS, LLC, as junior lender, and such amendment shall be satisfactory in form and substance to Agent; and (g) Borrowers shall have delivered to Agent a fully executed Agreement Regarding Equipment and Lease with respect to the ABL Credit Agreement, dated the date hereof, among the Borrowers, the Guarantors, the Parent and ▇▇▇▇ ▇▇▇▇▇ Fargo BankLeases, National Association as the sole lenders party thereto (the “ABL Amendment”), which and such agreement shall be satisfactory in form and substance reasonably satisfactory to the Agent, the conditions to effectiveness of the ABL Amendment shall have been satisfied and the ABL Amendment shall be in full force and effect.

Conditions to Effectiveness. This Amendment shall become be effective only upon on the satisfaction in full of date when the following conditions precedent:shall have occurred (the “Third Amendment Effective Date”): (a) the Administrative Agent shall have executed this Amendment and shall have received counterparts hereof, duly executed and delivered by all the parties heretoBorrower, Holdings and the Required Lenders; (b) Agent shall have received a fully executed copy of each of the SWIMS Purchase Agreement and the SWIMS Subordinated Note, each of which shall be in full force and effect substantially concurrently with the effectiveness of this Amendment, and the SWIMS Acquisition shall be consummated in accordance with the SWIMS Purchase Agreement substantially concurrently with the effectiveness of this Amendment; (c) no Default or of Event of Default shall have occurred and be continuing on continuing; (c) the date hereofBorrower shall have provided the Administrative Agent with an executed Certificate of Acceptance (in substantially the same form as those previously provided to the Administrative Agent) from each of (i) Carmike Cinemas, Inc. certifying that projectors constituting “Equipment” (under and as defined in the Master License Agreement with Carmike Cinemas, Inc. (the “Carmike MLA”) have been installed and accepted with respect to at least 2050 screens pursuant to the Carmike MLA and (ii) Rave Reviews Cinemas, L.L.C. certifying that projectors constituting “Equipment” (under and as defined in the Master License Agreement with Rave Reviews Cinemas, L.L.C. (the “Rave MLA”) have been installed and accepted with respect to at least 386 screens pursuant to the Rave MLA; (d) Borrowers the Borrower shall have provided Agent with a due diligence package relative paid to the SWIMS AcquisitionAdministrative Agent, including an acquisition overview, investment highlights, sources and uses for the SWIMS acquisitionratable benefit of the Lenders executing this Amendment on or prior to 5:00 p.m. Eastern time on September 28, and SWIMS’ historical and forecasted profit and loss statements2007, in form and substance reasonably satisfactory an amount equal to Agent;0.25% of the aggregate principal amount of the Commitments of such Lenders; and (e) Parent Borrower shall have received (or shall, substantially concurrently with the effectiveness hereof receive) the proceeds of the issuance of the SWIMS Subordinated Note in the amount of $13,000,000, paid all of the proceeds of which shall have been (or, substantially concurrently with the effectiveness hereof, shall be) used to finance the purchase price and related transaction expenses paid by DFBG SWIMS to consummate the SWIMS Acquisition; (f) each of the representations and warranties made by the Loan Parties in this Amendment and/or in any other Loan Document shall be true and correct in all material respects on and as of the date hereof except (i) to the extent that any such representation or warranty relates to a specific date, in which case such representation and warranty shall be true and correct in all material respects as of such earlier date and (ii) that such materiality qualifier shall not be applicable to any representations and warranties that are already qualified or modified by materiality in the text thereof; (g) all reasonable and documented fees and out-of-pocket expenses under the Credit Agreement and this Amendment (including the outstanding fees and expenses of Administrative Agent’s counsel, including without limitationWeil, legal fees and expenses) have been paid by the Loan Parties to the extent such fees and expenses have been invoiced to Borrowers; and (h) Agent shall have received a fully executed copy of an amendment to the ABL Credit Agreement, dated the date hereof, among the Borrowers, the Guarantors, the Parent and Gotshal & ▇▇▇▇▇▇ Fargo BankLLP, National Association as the sole lenders party thereto (the “ABL Amendment”), which shall be in form and substance reasonably satisfactory owing to the Agent, the conditions to effectiveness of the ABL Amendment shall have been satisfied and the ABL Amendment shall be in full force and effectdate.

Conditions to Effectiveness. This Amendment shall become effective only upon as of the satisfaction in full date on which each of the following conditions precedent:has been satisfied (the “Effective Date”): (a) Agent Borrowers shall have received counterparts hereofdelivered to Agent this Amendment, duly executed and delivered by all the parties heretoan authorized officer of each Borrower; (b) Agent Borrowers shall have received a fully delivered to Agent that certain Fourth Amended and Restated Revolving Loan Note, duly executed copy by an authorized officer of each of the SWIMS Purchase Agreement and the SWIMS Subordinated Note, each of which shall be in full force and effect substantially concurrently with the effectiveness of this Amendment, and the SWIMS Acquisition shall be consummated in accordance with the SWIMS Purchase Agreement substantially concurrently with the effectiveness of this AmendmentBorrower; (c) no Default or Event of Default Borrowers shall have occurred and be continuing on the date hereofdelivered to Agent that certain Third Amendment to Fee Letter duly executed by an authorized officer of each Borrower; (d) Borrowers the secretary or assistant secretary of each Borrower shall have provided delivered to Agent with a due diligence package relative duly executed secretary’s certificate and incumbency certificate identifying the current officers of such Borrower who are duly authorized by such Borrower’s board of directors to the SWIMS Acquisition, including an acquisition overview, investment highlights, sources execute and uses for the SWIMS acquisition, deliver this Amendment and SWIMS’ historical and forecasted profit and loss statements, in form and substance reasonably satisfactory to Agentany related documents; (e) Parent shall have received (or shall, substantially concurrently with the effectiveness hereof receive) the proceeds of the issuance of the SWIMS Subordinated Note in the amount of $13,000,000, all of the proceeds of which shall have been (or, substantially concurrently with the effectiveness hereof, shall be) used to finance the purchase price and related transaction expenses paid by DFBG SWIMS to consummate the SWIMS Acquisition; (f) each of the representations and warranties made by the Loan Parties in this Amendment and/or in any other Loan Document of Borrowers contained herein shall be true and correct in all material respects on and as of the date hereof Effective Date, except (i) to the extent that any such representation or warranty relates to a specific date, in which case such representation and warranty was true as of such earlier date, and such parties delivery of their respective signatures hereto shall be true deemed to be its certification thereof, and with respect to the representations and warranties set forth in Section 3.8 of the Credit Agreement, except for the Events of Default and the Defaults arising solely from the Existing Events of Default/Defaults; (f) Borrowers shall revise, update and deliver to Agent the schedules previously attached to the Credit Agreement, except for those Schedules that relate to, or are made as of, a specific date, updated in all respects as necessary to make the schedules previously delivered, except for those Schedules that relate to, or are made as of, a specific date, correct in all material respects as of such earlier date and (ii) that such materiality qualifier shall not be applicable to any representations and warranties that are already qualified or modified by materiality in the text thereofrespects; (g) all reasonable Borrowers’ legal counsel shall have delivered an executed legal opinion in form and documented fees and out-of-pocket expenses under the Credit Agreement and this Amendment (including the outstanding fees and expenses of substance reasonably acceptable to Agent, including without limitation, legal fees and expenses) have been paid by the Loan Parties to the extent such fees and expenses have been invoiced to Borrowers; and (h) Agent shall have received a fully executed copy from Borrowers all of an the fees, costs and expenses owing pursuant to this Amendment as set forth in Section 5 above or as provided for in the amendment to the ABL Credit AgreementFee Letter unless Agent elects to deduct such fees, dated costs and expenses from the date hereof, among the Borrowers, the Guarantors, the Parent and ▇▇▇▇▇ Fargo Bank, National Association as the sole lenders party thereto (the “ABL Amendment”), which shall be Revolving Loan proceeds in form and substance reasonably satisfactory to the Agent, the conditions to effectiveness of the ABL Amendment shall have been satisfied and the ABL Amendment shall be in full force and effectaccordance with Section 5 above.

Conditions to Effectiveness. This Amendment shall become be effective only upon as of the satisfaction in full date hereof (the “Amendment Effective Date”) so long as on or prior to the date hereof, each of the following conditions precedent: (a) Agent shall have received counterparts hereof, duly executed and delivered by all the parties hereto; been satisfied (b) Agent shall have received a fully executed copy of each of the SWIMS Purchase Agreement and the SWIMS Subordinated Note, each of which shall be in full force and effect substantially concurrently with the effectiveness of this Amendment, and the SWIMS Acquisition shall be consummated except for any condition that is waived in accordance with Section 10.2 of the SWIMS Purchase Agreement substantially concurrently with the effectiveness Existing Credit Agreement), and in case of this Amendment; (c) no Default or Event of Default shall have occurred and any documentation to be continuing on the date hereof; (d) Borrowers have provided Agent with a due diligence package relative delivered to the SWIMS AcquisitionAdministrative Agent, including an acquisition overview, investment highlights, sources and uses for the SWIMS acquisition, and SWIMS’ historical and forecasted profit and loss statements, such documentation shall be in form and substance reasonably satisfactory to the Administrative Agent: (a) this Amendment shall have been duly executed and delivered by the Lead Borrower, the other Loan Parties, the Administrative Agent and the Required Lenders; (eb) Parent the Administrative Agent shall have received (or shall, substantially concurrently with the effectiveness hereof receive) the proceeds a duly executed copy of the issuance of the SWIMS Subordinated Note in the amount of $13,000,000, all of the proceeds of which shall have been (or, substantially concurrently with the effectiveness hereof, shall be) used to finance the purchase price and related transaction expenses paid by DFBG SWIMS to consummate the SWIMS AcquisitionNotification Factoring Rider; (fc) each of the representations and warranties made by of each Loan Party set forth in Article 5 of the Loan Parties Amended Credit Agreement and in this Amendment and/or in any each other Loan Document shall be true and correct in all material respects on and as of the date hereof except (i) respects; provided that, to the extent that any such representation or warranty relates representations and warranties specifically refer to a specific an earlier date, in which case such representation and warranty they shall be true and correct in all material respects as of such earlier date date; provided further that any representation and warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language shall be true and correct (ii) that such materiality qualifier shall not be applicable after giving effect to any representations and warranties that are already qualified or modified by materiality qualification therein) in the text thereofall respects on such respective dates; (gd) no Default or Event of Default shall exist or would result from the execution of this Amendment or the transactions contemplated hereby; and (e) the Administrative Agent shall have received satisfactory evidence that all fees, expenses and disbursements required to be paid in connection with this Amendment (including, without limitation, all reasonable and documented fees fees, disbursements and out-of-pocket expenses under other charges of counsel to the Credit Agreement and this Amendment (including Administrative Agent to the outstanding fees and expenses of Agent, including without limitation, legal fees and expensesextent invoiced at least one Business Day prior to the date hereof) have been paid in full. The contemporaneous exchange and release of executed signature pages by each of the Loan Parties Persons contemplated to the extent be a party hereto shall render this Amendment signed and dated as of such fees and expenses have been invoiced to Borrowers; and (h) date. The Administrative Agent shall have received a fully executed copy notify the parties hereto of an amendment to the ABL Credit Agreement, dated Amendment Effective Date on the date hereof, among the Borrowers, the Guarantors, the Parent and ▇▇▇▇▇ Fargo Bank, National Association as the sole lenders party thereto (the “ABL Amendment”), which such notice shall be in form conclusive and substance reasonably satisfactory to the Agent, the conditions to effectiveness of the ABL Amendment shall have been satisfied and the ABL Amendment shall be in full force and effectbinding.

Conditions to Effectiveness. This Amendment shall become effective only upon on the satisfaction in full date (the “First Amendment Effective Date”) on which each of the following conditions precedentis satisfied or waived: (a) The Administrative Agent (or its counsel) shall have received counterparts hereof, duly executed received: (1) from Lenders constituting the Majority Lenders and delivered by all each of the other parties heretohereto either (i) a counterpart of this Amendment signed on behalf of such party or (ii) written evidence satisfactory to the Administrative Agent (which may include telecopy transmission or “.PDF” of a signed signature page of this Amendment) that such party has consented in writing to amend the Credit Agreement pursuant to this Amendment; (2) from Lenders constituting the Majority Lenders party to the EnergySolutions Credit Agreement and each of the other parties thereto either (i) a counterpart of EnergySolutions Amendment No. 1 signed on behalf of such party or (ii) written evidence satisfactory to the Administrative Agent (which may include telecopy transmission or “.PDF” of a signed signature page of EnergySolutions Amendment No. 1) that such party has consented in writing to amend the Credit Agreement pursuant to EnergySolutions Amendment No. 1; (b) Agent shall have received a fully executed copy of each of the SWIMS Purchase Agreement All corporate and the SWIMS Subordinated Noteother proceedings, each of which if any, taken or to be taken in connection with this Amendment and all documents incidental thereto, whether or not referred to herein, shall be satisfactory in full force form and effect substantially concurrently with substance to the effectiveness of this Amendment, Administrative Agent and the SWIMS Acquisition shall be consummated in accordance with the SWIMS Purchase Agreement substantially concurrently with the effectiveness of this Amendmentits counsel; (c) no Default or Event of Default shall have occurred and be continuing on the date hereof; (d) Borrowers have provided The Administrative Agent with a due diligence package relative to the SWIMS Acquisition, including an acquisition overview, investment highlights, sources and uses for the SWIMS acquisition, and SWIMS’ historical and forecasted profit and loss statements, in form and substance reasonably satisfactory to Agent; (e) Parent shall have received (all reasonable costs, fees, expenses and other amounts due and payable on or shall, substantially concurrently with the effectiveness hereof receive) the proceeds of the issuance of the SWIMS Subordinated Note in the amount of $13,000,000, all of the proceeds of which shall have been (or, substantially concurrently with the effectiveness hereof, shall be) used to finance the purchase price and related transaction expenses paid by DFBG SWIMS to consummate the SWIMS Acquisition; (f) each of the representations and warranties made by the Loan Parties in this Amendment and/or in any other Loan Document shall be true and correct in all material respects on and as of the date hereof except (i) prior to the extent that any such representation First Amendment Effective Date, including reimbursement or warranty relates to a specific date, in which case such representation and warranty shall be true and correct in all material respects as payment of such earlier date and (ii) that such materiality qualifier shall not be applicable to any representations and warranties that are already qualified or modified by materiality in the text thereof; (g) all reasonable and documented fees and out-of-pocket expenses under the Credit Agreement and this Amendment (including the outstanding fees reasonable fees, disbursements and expenses other charges of Agent, including without limitation, legal fees and expenses) have been paid by the Loan Parties to the extent such fees and expenses have been invoiced to Borrowers; and (h) Agent shall have received a fully executed copy of an amendment to the ABL Credit Agreement, dated the date hereof, among the Borrowers, the Guarantors, the Parent and ▇▇▇▇▇▇ Fargo Bank▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, National Association as counsel for the sole lenders party thereto Administrative Agent) required to be reimbursed or paid by EnergySolutions, and for which invoices have been presented to EnergySolutions on or prior to the business day prior to the First Amendment Effective Date; (the “ABL Amendment”), which d) All representations and warranties set forth in Section 2 hereof shall be in form true and substance reasonably satisfactory correct as of such date; (e) The Administrative Agent shall have received for the account of each Lender who executes and delivers to the AgentAdministrative Agent this Amendment prior to 12:00 noon Eastern Standard Time on January 13, the conditions 2010 an amendment fee equal to effectiveness 0.25% of the ABL Amendment shall have been satisfied and aggregate principal amount of Loans under the ABL Amendment shall be in full force and effectCredit Agreement held by such Lender.

Conditions to Effectiveness. This Amendment shall become not be effective only upon the satisfaction in full until each of the following conditions precedentprecedent have been fulfilled to the satisfaction of the Agent: (a) Agent This Amendment shall have received counterparts hereof, been duly executed and delivered by all the parties hereto; (b) Loan Parties, the Agent and the Required Lenders, and the Agent shall have received a fully executed copy hereof, of all Security Documents and of each other document required hereunder. (b) The Agent shall have received (i) evidence reasonably satisfactory to it that all action on the part of the SWIMS Purchase Agreement Loan Parties necessary for the valid execution, delivery and performance by the Loan Parties of this Amendment shall have been duly and validly taken, (ii) evidence that all necessary consents and approvals to the Amendment have been obtained, and (iii) a legal opinion of counsel to the Borrower and Guarantors reasonably satisfactory in form and substance to the Agent. (c) The Agent shall have completed all due diligence which it deems appropriate with respect to the assets which are to constitute collateral for the obligations under the Security Documents. (d) The Agent (i) shall have filed all such financing statements and mortgages, as may be necessary for the Agent to perfect its security interest in the property which is the subject of the Security Documents for the benefit of the Lenders and the SWIMS Subordinated NoteAgent and to assure its first-priority status therein (subject to Permitted Liens having priority under applicable law), each and (ii) unless otherwise agreed by the Agent, shall have obtained all such control agreements and shall have given all such notices as may be necessary for the Agent to perfect its security interest in the property which is the subject of which the Security Documents for the benefit of the Lenders and the Agent and to assure its first-priority status therein (subject to Permitted Liens having priority under applicable law). (e) No event shall have occurred that could reasonably be expected to result in full force a Material Adverse Change. (f) There shall not be any action, suit, investigation or proceeding pending or, to the knowledge of the Borrower threatened in any court or before any arbitrator or governmental authority that could reasonably be expected to have a material adverse effect on the condition (financial or otherwise), operations, assets, or income of the Borrower and effect substantially concurrently Guarantors or could reasonably be expected to result in a Material Adverse Change. (g) The Loan Parties shall have paid all fees payable to the Agent and the Lenders hereunder and otherwise due in connection herewith and the Loan Parties shall have reimbursed the Agent for all of its reasonable out-of-pocket expenses incurred in connection with the effectiveness negotiation and preparation of this Amendment, including all reasonable attorneys’ fees and the SWIMS Acquisition shall be consummated in accordance with the SWIMS Purchase Agreement substantially concurrently with the effectiveness of expenses. (h) After giving effect to this Amendment; (c) , no Potential Default or Event of Default shall have occurred and be continuing on the date hereof;continuing. (d) Borrowers have provided Agent with a due diligence package relative to the SWIMS Acquisition, including an acquisition overview, investment highlights, sources and uses for the SWIMS acquisition, and SWIMS’ historical and forecasted profit and loss statements, in form and substance reasonably satisfactory to Agent; (e) Parent shall have received (or shall, substantially concurrently with the effectiveness hereof receive) the proceeds of the issuance of the SWIMS Subordinated Note in the amount of $13,000,000, all of the proceeds of which shall have been (or, substantially concurrently with the effectiveness hereof, shall be) used to finance the purchase price and related transaction expenses paid by DFBG SWIMS to consummate the SWIMS Acquisition; (f) each of the representations and warranties made by the Loan Parties in this Amendment and/or in any other Loan Document shall be true and correct in all material respects on and as of the date hereof except (i) The Loan Parties shall have provided such additional instruments, documents, and agreements to the extent that any such representation or warranty relates to a specific date, in which case such representation and warranty shall be true and correct in all material respects as of such earlier date and (ii) that such materiality qualifier shall not be applicable to any representations and warranties that are already qualified or modified by materiality in the text thereof; (g) all reasonable and documented fees and out-of-pocket expenses under the Credit Agreement and this Amendment (including the outstanding fees and expenses of Agent, including without limitation, legal fees and expenses) have been paid by the Loan Parties to the extent such fees and expenses have been invoiced to Borrowers; and (h) Agent shall have received a fully executed copy of an amendment to the ABL Credit Agreement, dated the date hereof, among the Borrowers, the Guarantors, the Parent and ▇▇▇▇▇ Fargo Bank, National Association as the sole lenders party thereto (the “ABL Amendment”), which shall be in form Agent and substance its counsel may have reasonably satisfactory to the Agent, the conditions to effectiveness of the ABL Amendment shall have been satisfied and the ABL Amendment shall be in full force and effectrequested.

Conditions to Effectiveness. This Fourth Amendment shall become not be effective only upon the satisfaction in full until each of the following conditions precedentprecedent has been fulfilled to the reasonable satisfaction of the Agents: (a) Agent The Agents shall have received counterparts hereofof this Fourth Amendment, each duly executed and delivered by all each of the parties hereto;. (b) All necessary consents and approvals to the transactions contemplated hereby shall have been obtained and shall be satisfactory to the Agents. (c) Each Loan Party shall have delivered the following to the Agents, in form and substance reasonably satisfactory to the Agents: (i) Copies of such Loan Party’s Organizational Documents (or certifications of no change since the Third Amendment Effective Date) and such other documents and certifications as the Agents may reasonably require to 4 (d) The Agents shall have received a favorable written opinion (addressed to each Agent and the Lenders and dated the Fourth Amendment Effective Date) of McAfee & ▇▇▇▇, A Professional Corporation, counsel for the Loan Parties, and such local counsel of the Loan Parties, as applicable, covering other matters relating to the Loan Parties, the Loan Documents or the transactions contemplated thereby as the Required Lenders shall reasonably request. The Borrower hereby requests such counsel to deliver such opinion. (e) The Administrative Agent shall have received and be satisfied with a fully executed copy detailed forecast for the period commencing on the Fourth Amendment Effective Date and ending February 1, 2020, which shall include an Excess Availability model, Consolidated income statement, balance sheet, and statement of cash flow, by month, each prepared in conformity with GAAP and consistent with the Loan Parties’ then current practices. (f) All filings, recordations and searches reasonably requested by the Collateral Agent to be made in connection with the liens and security interests in the Loan Parties’ properties shall have been duly made. (g) The Collateral Agent shall have received, and be reasonably satisfied with, evidence of the SWIMS Purchase Agreement and Loan Parties’ insurance, together with such endorsements as are required by the SWIMS Subordinated Note, each of which shall be in full force and Loan Documents. (h) After giving effect substantially concurrently with the effectiveness of to this Fourth Amendment, and the SWIMS Acquisition shall be consummated in accordance with the SWIMS Purchase Agreement substantially concurrently with the effectiveness of this Amendment; (c) no Default or Event of Default shall have occurred and be continuing continuing. (i) No event shall have occurred since February 3, 2018 that could reasonably be expected to have a Material Adverse Effect. 5 (j) After giving effect to the transactions contemplated hereby, Excess Availability on the date hereof;Fourth Amendment Effective Date shall be not less than $90,000,000. The Agents shall have received a Borrowing Base Certificate dated the Fourth Amendment Effective Date, relating to the Fiscal Month ended on January 5, 2019, and executed by a Financial Officer of the Borrower. (dk) Borrowers The Agents and the Lenders shall have provided Agent with a due diligence package relative to the SWIMS Acquisition, including an acquisition overview, investment highlights, sources and uses for the SWIMS acquisition, and SWIMS’ historical and forecasted profit and loss statementsreceived, in form and substance reasonably satisfactory to Agent; (e) Parent shall have received (or shallthe Agents and the Lenders, substantially concurrently with the effectiveness hereof receive) the proceeds of the issuance of the SWIMS Subordinated Note in the amount of $13,000,000such other information and documents including, all of the proceeds of which shall have been (or, substantially concurrently with the effectiveness hereof, shall be) used to finance the purchase price and related transaction expenses paid by DFBG SWIMS to consummate the SWIMS Acquisition; (f) each of the representations and warranties made by the Loan Parties in this Amendment and/or in any other Loan Document shall be true and correct in all material respects on and as of the date hereof except (i) to the extent that any such representation or warranty relates to a specific date, in which case such representation and warranty shall be true and correct in all material respects as of such earlier date and (ii) that such materiality qualifier shall not be applicable to any representations and warranties that are already qualified or modified by materiality in the text thereof; (g) all reasonable and documented fees and out-of-pocket expenses under the Credit Agreement and this Amendment (including the outstanding fees and expenses of Agent, including without limitation, legal fees such information and expensesdocuments as may be required by any Agent or any Lender in order to complete “know your customer” and other compliance diligence, as may be reasonably requested by any Agent or any Lender. (l) have been paid There shall be no material misstatements of fact in the written materials furnished by the Loan Parties to the extent such fees and expenses have been invoiced Agents or the Lenders prior to Borrowers; andclosing of this Fourth Amendment, or, after giving effect to the amendments to the Schedules made pursuant to this Amendment, in the representations or warranties of the Loan Parties made in the Credit Agreement or this Amendment. (hm) Agent shall have received a fully executed copy of an amendment All fees payable to the ABL Credit Agreement, dated Agents and the date hereof, among Lenders required to be paid on or before the Borrowers, the Guarantors, the Parent and ▇▇▇▇▇ Fargo Bank, National Association as the sole lenders party thereto (the “ABL Amendment”), which shall be in form and substance reasonably satisfactory to the Agent, the conditions to effectiveness of the ABL Fourth Amendment Effective Date shall have been satisfied paid. (n) The Agents shall have been reimbursed by the Loan Parties for all reasonable costs and expenses of the ABL Agents (including, without limitation, reasonable attorneys’ fees) in connection with the preparation, negotiation, execution, and delivery of this Fourth Amendment shall be in full force and effectrelated documents. The Loan Parties hereby acknowledge and agree that the Agents may charge the Loan Account to pay such costs and expenses.

Conditions to Effectiveness. This All provisions of this Amendment shall become be deemed to be, and shall become, effective as of the Effective Date referred to above, but only upon upon, and subject to, the satisfaction in full of each of the following conditions precedent:, on a date that is a Business Day not later than February 13, 2002 (such date of such conditions precedent being satisfied being referred to as the "Amendment Closing Date"): (a) The Administrative Agent shall have received one or more counterparts hereof, of this Amendment duly executed and delivered by all the parties Company, Samsonite Europe, each of the other Obligors and Applicable Entities listed on the signature pages hereto;, the Administrative Agent, and the Majority Lenders. (b) Agent The Company shall have received a fully executed copy of each of the SWIMS Purchase Agreement paid (and the SWIMS Subordinated NoteCompany hereby covenants and agrees to pay, each of which shall be in full force and effect substantially concurrently with subject to the effectiveness of this Amendment) to the Administrative Agent on the Amendment Closing Date, for the respective accounts of each of those Lenders that, as of the Amendment Closing Date, have duly executed and delivered counterparts of this Amendment to the Administrative Agent (the "Approving Lenders"), an amendment fee (the "Amendment Fee") in immediately available funds, which shall be equal to 0.50% (one-half of one percent) of the sum of (i) such Approving Lender's Domestic Term Loan Commitment Percentage of the then outstanding principal amount of the Domestic Term Loan and such Approving Lender's Foreign Term Loan Commitment Percentage of the then outstanding principal amount (expressed as a Dollar Equivalent amount) of the Foreign Term Loan, in each case if applicable, and (ii) the SWIMS Acquisition aggregate amount of such Approving Lender's then applicable Commitments. (c) The Company shall be consummated in accordance with have paid (and the SWIMS Purchase Agreement substantially concurrently with Company hereby covenants and agrees to pay, subject to the effectiveness of this Amendment; (c) no Default or Event of Default shall have occurred and be continuing to the Administrative Agent on the date hereof; (d) Borrowers have provided Agent with a due diligence package relative to the SWIMS AcquisitionAmendment Closing Date, including an acquisition overview, investment highlights, sources and uses for the SWIMS acquisition, and SWIMS’ historical and forecasted profit and loss statements, in form and substance reasonably satisfactory to Agent; (e) Parent shall have received (or shall, substantially concurrently with the effectiveness hereof receive) the proceeds account of the issuance of the SWIMS Subordinated Note Administrative Agent, certain fees set forth in the amount of $13,000,000, all of letter agreement between the proceeds of which Company and the Administrative Agent relating hereto (the "Amendment Fee Letter") in the amounts set forth in the Amendment Fee Letter. The Amendment Fee Letter shall have been (or, substantially concurrently with the effectiveness hereof, shall be) used to finance the purchase price duly executed and related transaction expenses paid by DFBG SWIMS to consummate the SWIMS Acquisition; (f) each of the representations and warranties made delivered by the Loan Parties in this Amendment and/or in any other Loan Document shall be true and correct in all material respects on and as of the date hereof except (i) to the extent that any such representation or warranty relates to a specific date, in which case such representation and warranty shall be true and correct in all material respects as of such earlier date and (ii) that such materiality qualifier shall not be applicable to any representations and warranties that are already qualified or modified by materiality in the text thereof; (g) all reasonable and documented fees and out-of-pocket expenses under the Credit Agreement and this Amendment (including the outstanding fees and expenses of Agent, including without limitation, legal fees and expenses) have been paid by the Loan Parties to the extent such fees and expenses have been invoiced to Borrowers; and (h) Agent shall have received a fully executed copy of an amendment to the ABL Credit Agreement, dated the date hereof, among the Borrowers, the Guarantors, the Parent and ▇▇▇▇▇ Fargo Bank, National Association as the sole lenders party thereto (the “ABL Amendment”), which shall be in form and substance reasonably satisfactory to the Agent, the conditions to effectiveness of the ABL Amendment shall have been satisfied Company and the ABL Amendment Administrative Agent and shall be in full force and effect. (d) All proceedings in connection with the transactions contemplated by this Amendment and all other documents incident thereto shall be reasonably satisfactory in substance and in form to the Administrative Agent and the Administrative Agent's Special Counsel, and the Administrative Agent and such counsel shall have received all such material information and all such counterpart originals or certified or other copies of such documents as the Administrative Agent may reasonably request. (e) No Default or Event of Default shall exist or be continuing, and none shall exist, in each case after giving effect to the effectiveness of this Amendment, on and as of the Amendment Closing Date and the Effective Date.

Conditions to Effectiveness. This Notwithstanding any other provision of this Amendment and without affecting in any manner the rights of the Lenders and the Agent hereunder, it is understood and agreed that this Amendment shall not become effective only upon effective, and the satisfaction in full of Borrower shall have no rights under this Amendment, unless and until the Agent shall have received the following conditions precedenton or as soon as practicable after, but not later than ten (10) days after, the date of this Amendment: (a) Agent shall have received counterparts hereofduly executed, duly executed original signature pages to this Amendment from the Lenders, the Borrower, the Agent, Orbacom and delivered by all the parties heretoeach Guarantor; (b) duly executed, original reliance letters of counsel for each of Holdings, IPC Information Systems and Orbacom for the opinions delivered in connection with the Orbacom Acquisition, each in form and substance satisfactory to the Agent shall and its counsel, dated the Second Amendment Effective Date; (c) copies of duly executed payoff letters in form and substance reasonably satisfactory to the Agent, by and between all holders of outstanding Indebtedness with respect to the assets, properties and businesses of Orbacom on the Second Amendment Effective Date, evidencing repayment in full of all such Indebtedness, together with (i) authorization for the Agent to file UCC-3 or other appropriate termination statements, releases and terminations, in form and substance satisfactory to the Agent, releasing all liens of the holders of such Indebtedness upon any of the assets, properties and businesses being so acquired, and (ii) termination of all blocked account agreements, bank agency agreements or other similar agreements or arrangements or arrangements in favor of such holders; (d) evidence that, other than the payment of the Purchase Price (as such term is defined in the Orbacom Purchase Agreement), the transactions contemplated by the Orbacom Purchase Agreement have received a fully executed copy been consummated, together with certified copies of the Orbacom Purchase Agreement and final and complete copies of each of the SWIMS Purchase Agreement and the SWIMS Subordinated Noteother documents executed in connection therewith, each of which shall be in full force and effect substantially concurrently on the Second Amendment Effective Date and shall be in form and substance satisfactory to the Agent; (e) duly executed, original opinion letters of each of (i) Fried, Frank, Harris, S▇▇▇▇▇▇ & J▇▇▇▇▇▇▇ LLP (“FFHSJ”) and (ii) W▇▇▇▇▇▇▇ ▇▇▇▇▇ & Deutsch LLP (“WMD”), together with any local counsel opinions requested by the Agent, each in form and substance satisfactory to the Agent and its counsel, dated the Second Amendment Effective Date, and accompanied by a letter addressed to each of FFHSJ and WMD from Orbacom, authorizing and directing such counsel to address its opinion to the Agent, on behalf of Lenders; (f) duly executed, originals of the Counterpart Agreement from Orbacom, pursuant to which Orbacom shall become a “Guarantor” under the Credit Agreement and a “Grantor” under the Pledge and Security Agreement, together with all schedules thereto; (g) duly executed, originals of the Pledge Supplement from Holdings, pursuant to which Holdings shall pledge all of the issued and outstanding shares of stock of Orbacom to the Agent for the benefit of the Lenders; (h) original stock certificates of Orbacom, which represent all of the issued and outstanding shares of stock of Orbacom, together with stock powers executed in blank; (i) evidence that the assets, properties and businesses of Orbacom have insurance coverage as required by Section 5.5 of the Credit Agreement; (j) duly executed, originals of a certificate of the chief financial officer or the chief executive officer of the Borrower to the effect that Holdings will be Solvent upon the consummation of the Orbacom Acquisition; (k) payment of all reasonable fees and expenses of the Agent and the Lenders owing as of the Second Amendment Effective Date, including without limitation all fees and expenses of counsel to the Agent and receipt by the Agent, for the benefit of the Agent, of an amendment fee in an amount equal to $112,500, such fee to be fully earned and non-refundable on the Second Amendment Effective Date (the “Amendment Fee”). Upon receipt of the Amendment Fee, the Agent shall promptly distribute to each Lender signatory hereto its Pro Rata Share thereof; (l) evidence satisfactory to the Agent, that the Purchase Price (as such term is defined in the Orbacom Purchase Agreement) payable in connection with the effectiveness Orbacom Acquisition shall not exceed $18,000,000 in the aggregate; (m) evidence satisfactory to the Agent that the Agent (for the benefit of this Amendmentitself and Lenders) has a valid and perfected First Priority security interest in the Collateral being acquired pursuant to the Orbacom Acquisition, including (i) such documents duly executed by Orbacom (including financing statements under the UCC, originals of the Intellectual Property Security Agreements, and other applicable documents under the SWIMS Acquisition laws of any jurisdiction with respect to the perfection of Liens) as the Agent may request in order to perfect its security interests in such Collateral and (ii) copies of UCC search reports listing all effective financing statements that name Orbacom as debtor, together with copies of such financing statements, none of which shall cover the Collateral other than Permitted Liens; (n) copies of the resolutions of the sole Member of IPC Information Systems, approving and authorizing the execution, delivery and performance of the Orbacom Purchase Agreement and the transactions to be consummated in accordance with connection therewith, each certified as of the SWIMS Purchase Agreement substantially concurrently with the effectiveness of this AmendmentSecond Amendment Effective Date by its corporate secretary or an assistant secretary as being in full force and effect without any modification or amendment; (co) copies of the resolutions of the Board of Directors of Holdings, approving and authorizing the execution, delivery and performance of the Orbacom Purchase Agreement and the transactions to be consummated in connection therewith, each certified as of the Second Amendment Effective Date by its corporate secretary or an assistant secretary as being in full force and effect without any modification or amendment; (p) Orbacom’s (i) charter and all amendments thereto and (ii) good standing certificates and certificates of qualification to conduct business in each jurisdiction where ownership or lease of property or the conduct of its business requires such qualification, except in jurisdictions where the failure to be so qualified or in good standing has not had, and could not be reasonably expected to have, a Material Adverse Effect, each dated a recent date prior to the Second Amendment Effective Date and certified by the applicable Secretary of State or other authorized Governmental Authority; (q) Orbacom’s (i) bylaws, together with all amendments thereto and (ii) resolutions of its Board of Directors, approving and authorizing the execution, delivery and performance of the Credit Documents to which it is a party and the transactions to be consummated in connection therewith, each certified as of the Second Amendment Effective Date by its corporate secretary or an assistant secretary as being in full force and effect without any modification or amendment; (r) signature and incumbency certificates of the officers of Orbacom executing any of the Credit Documents, certified as of the Second Amendment Effective Date by its corporate secretary or an assistant secretary as being true, accurate, correct and complete; (s) duly executed, originals of a certificate of an Authorized Officer of the Borrower, dated the Second Amendment Effective Date, stating that, (i) since September 30, 2003, no event or condition has occurred or is existing which could reasonably be expected to have a Material Adverse Effect; and (ii) upon the consummation of the transactions contemplated by the Second Amendment, no Default or Event of Default shall have has occurred and be continuing on the date hereofor would arise therefrom; (dt) Borrowers duly executed, original of an Assignment of Representations, Warranties, Covenants, Indemnities and Rights in respect of the rights of IPC Information Systems and Holdings under the Orbacom Purchase Agreement, which assignment shall be expressly permitted under the Orbacom Purchase Agreement or shall have provided Agent with a due diligence package relative been consented to by the SWIMS Acquisition, including an acquisition overview, investment highlights, sources and uses for Sellers (as such term is defined in the SWIMS acquisition, and SWIMS’ historical and forecasted profit and loss statements, Orbacom Purchase Agreement) in form and substance reasonably satisfactory to Agentwriting; (eu) Parent shall have received (or shall, substantially concurrently with the effectiveness hereof receive) the proceeds of the issuance of the SWIMS Subordinated Note in the amount of $13,000,000, all of the proceeds of which shall have been (or, substantially concurrently with the effectiveness hereof, shall be) used to finance the purchase price and related transaction expenses paid by DFBG SWIMS to consummate the SWIMS Acquisition; (f) each of the representations and warranties made by the Loan Parties in this Amendment and/or in any other Loan Document shall be true and correct in all material respects on and as of the date hereof except either (i) to the extent that any such representation or warranty relates to a specific date, in which case such representation and warranty shall be true and correct in all material respects as of such earlier date and (ii) that such materiality qualifier shall not be applicable to any representations and warranties that are already qualified or modified by materiality in the text thereof; (g) all reasonable and documented fees and out-of-pocket expenses under the Credit duly executed Landlord Personal Property Collateral Access Agreement and this Amendment (including the outstanding fees and expenses of Agent, including without limitation, legal fees and expenses) have been paid by the Loan Parties to the extent such fees and expenses have been invoiced to Borrowers; and (h) Agent shall have received a fully executed copy of an amendment to the ABL Credit Agreement, dated the date hereof, among the Borrowers, the Guarantors, the Parent and for 1▇▇▇ ▇▇▇▇▇▇▇ Fargo Bank▇▇▇▇, National Association ▇▇▇▇▇ ▇-▇, ▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ substantially in the form attached as Exhibit K to the sole lenders party thereto Credit Agreement or (the “ABL Amendment”), which shall be in form and substance reasonably ii) a certificate duly executed by an Authorized Officer of Orbacom certifying that Orbacom used commercially reasonable efforts to obtain such Landlord Personal Property Collateral Access Agreement but was unable to do so; (v) evidence satisfactory to the AgentAgent that the New Jersey Industrial Site Recovery Act (“ISRA”) clearance from the New Jersey Department of Environmental Protection has been obtained in connection with the Orbacom Acquisition; and (w) such other certificates, documents and agreements respecting any Credit Party as the conditions to effectiveness of the ABL Amendment shall have been satisfied and the ABL Amendment shall be in full force and effectAgent may reasonably request.

Conditions to Effectiveness. This First Amendment shall become not be effective only upon the satisfaction in full until each of the following conditions precedentprecedent have been fulfilled to the satisfaction of the Lender: (a) Agent the Lender shall have received counterparts hereof, this First Amendment duly executed and delivered by all each of the parties heretothereto; (b) Agent the Loan Parties shall have received paid a closing fee to the Lender in the amount of $75,000.00 (with such fee described in this paragraph being fully executed copy of each earned as of the SWIMS Purchase Agreement First Amendment Effective Date, and the SWIMS Subordinated Note, each of which no portion thereof shall be in full force and effect substantially concurrently with refunded or returned to the effectiveness of this Amendment, and the SWIMS Acquisition shall be consummated in accordance with the SWIMS Purchase Agreement substantially concurrently with the effectiveness of this AmendmentLoan Parties under any circumstances); (c) the Loan Parties shall have paid in full all invoiced Credit Party Expenses in connection with the preparation, execution, delivery and administration of this First Amendment and the other instruments and documents to be delivered hereunder (with such fees and expenses described in this paragraph being fully earned as of the First Amendment Effective Date, and no portion thereof shall be refunded or returned to the Loan Parties under any circumstances); (d) the Lender shall have received a secretary’s certificate from each of the Loan Parties certifying the recent passage and continued effectiveness of resolutions from the Loan Parties approving the transactions contemplated by this First Amendment and the incumbency of the officers executing this First Amendment and the documents delivered in connection therewith, in each case in form and substance satisfactory to the Lender; (e) the Lender shall have received and reviewed lien search results for the jurisdiction of incorporation and organization of each of the Loan Parties and judgment search results for the jurisdiction of the chief executive office of each of the Loan Parties, which search results shall be in form and substance reasonably satisfactory to the Lender; (f) the Lender shall have received duly executed opinions, in each case addressed to the Lender, of counsel to the Loan Parties addressing such matters as the Lender shall reasonably request; (g) after giving effect to this First Amendment, no Default or Event of Default shall have occurred and be continuing on the date hereof; (d) Borrowers have provided Agent with a due diligence package relative to the SWIMS Acquisition, including an acquisition overview, investment highlights, sources and uses for the SWIMS acquisition, and SWIMS’ historical and forecasted profit and loss statements, in form and substance reasonably satisfactory to Agent; (e) Parent shall have received (or shall, substantially concurrently with the effectiveness hereof receive) the proceeds of the issuance of the SWIMS Subordinated Note in the amount of $13,000,000, all of the proceeds of which shall have been (or, substantially concurrently with the effectiveness hereof, shall be) used to finance the purchase price and related transaction expenses paid by DFBG SWIMS to consummate the SWIMS Acquisition; (f) each of the representations and warranties made by the Loan Parties in this Amendment and/or in any other Loan Document shall be true and correct in all material respects on and as of the date hereof except (i) to the extent that any such representation or warranty relates to a specific date, in which case such representation and warranty shall be true and correct in all material respects as of such earlier date and (ii) that such materiality qualifier shall not be applicable to any representations and warranties that are already qualified or modified by materiality in the text thereof; (g) all reasonable and documented fees and out-of-pocket expenses under the Credit Agreement and this Amendment (including the outstanding fees and expenses of Agent, including without limitation, legal fees and expenses) have been paid by the Loan Parties to the extent such fees and expenses have been invoiced to Borrowerscontinuing; and (h) Agent shall have received a fully executed copy of an amendment to all action on the ABL Credit Agreement, dated the date hereof, among the Borrowers, the Guarantors, the Parent and ▇▇▇▇▇ Fargo Bank, National Association as the sole lenders party thereto (the “ABL Amendment”), which shall be in form and substance reasonably satisfactory to the Agent, the conditions to effectiveness part of the ABL Loan Parties necessary for the valid execution, delivery and performance by the Loan Parties of this First Amendment shall have been satisfied duly and the ABL Amendment shall be in full force and effecteffectively taken.

Conditions to Effectiveness. This Amendment shall not become effective only upon the satisfaction in full unless and until each of the following conditions precedent:precedent have been fulfilled, all as determined by BAPM in its sole discretion (unless waived by BAPM in writing): (a) Agent This Amendment, and all documents, instruments and agreements required hereunder or related hereto shall have received counterparts hereof, duly been executed by the appropriate parties and original counterpart signatures shall have been delivered by all the parties hereto;to BAPM. (b) Agent All actions on the part of the Companies necessary for the valid execution, delivery and performance of the terms of this Amendment shall have been duly and effectively taken and evidence thereof satisfactory to BAPM shall have been provided to BAPM. (c) The Companies shall have paid to BAPM in immediately available funds all amounts required to be paid by the Companies upon the execution of this Amendment. (d) BAPM shall have received a copy of an original fully executed copy of each of amendment to the SWIMS Purchase Agreement and the SWIMS Subordinated NoteCredit Agreement, each of upon terms reasonably satisfactory to BAPM, which amendment shall be in full force and effect substantially concurrently with the effectiveness of this Amendment, and the SWIMS Acquisition shall be consummated in accordance with the SWIMS Purchase Agreement substantially concurrently with the effectiveness of this Amendment; (c) no Default or Event of Default shall have occurred and be continuing on the date hereof; (d) Borrowers have provided Agent with a due diligence package relative not subject to the SWIMS Acquisition, including an acquisition overview, investment highlights, sources and uses for the SWIMS acquisition, and SWIMS’ historical and forecasted profit and loss statements, in form and substance reasonably satisfactory to Agent;any unsatisfied conditions precedent. (e) Parent shall have received (or shall, substantially concurrently with the effectiveness hereof receive) the proceeds of the issuance of the SWIMS Subordinated Note in the amount of $13,000,000, all of the proceeds of which shall have been (or, substantially concurrently with the effectiveness hereof, shall be) used to finance the purchase price and related transaction expenses paid by DFBG SWIMS to consummate the SWIMS Acquisition; (f) each of the representations and warranties made by the Loan Parties in this Amendment and/or in any other Loan Document shall be true and correct in all material respects on and as of the date hereof except (i) to the extent that any such representation or warranty relates to a specific date, in which case such representation and warranty shall be true and correct in all material respects as of such earlier date and (ii) that such materiality qualifier shall not be applicable to any representations and warranties that are already qualified or modified by materiality in the text thereof; (g) all reasonable and documented fees and out-of-pocket expenses under the Credit Agreement and this Amendment (including the outstanding fees and expenses of Agent, including without limitation, legal fees and expenses) have been paid by the Loan Parties to the extent such fees and expenses have been invoiced to Borrowers; and (h) Agent BAPM shall have received a fully executed copy of an original fully executed amendment to the ABL Credit AgreementReceivables Purchase Agreement dated as of April 28, dated 2005 which evidences the date hereofPermitted Securitization, among the Borrowers, the Guarantors, the Parent and ▇▇▇▇▇ Fargo Bank, National Association as the sole lenders party thereto (the “ABL Amendment”), which shall be in form and substance upon terms reasonably satisfactory to the AgentBAPM, the conditions to effectiveness of the ABL Amendment shall have been satisfied and the ABL Amendment which amendment shall be in full force and effecteffect and not subject to any unsatisfied conditions precedent. (f) BAPM shall have received an original fully executed amendment to the Intercreditor Agreement, in form and substance satisfactory to BAPM. (g) BAPM shall have received satisfactory evidence, in a form and of a nature acceptable to BAPM in its discretion, of the consent of Wachovia Bank, National Association to the terms and conditions of this Amendment. (h) BAPM shall have received a favorable written opinion of counsel to the Companies in scope and substance satisfactory to BAPM and its counsel. (i) BAPM shall have received the original Wachovia L/C in form and substance satisfactory to BAPM in its sole discretion.

Conditions to Effectiveness. This Amendment shall become effective only upon the satisfaction in full of the following conditions precedent: (a) Agent shall have received counterparts hereofThe Additional Space is currently leased by Landlord to Ann ▇▇▇▇▇▇, duly executed and delivered by all the parties hereto; (b) Agent shall have received a fully executed copy of each of the SWIMS Purchase Agreement and the SWIMS Subordinated Note, each of which shall be in full force and effect substantially concurrently with the effectiveness of this Amendment, and the SWIMS Acquisition shall be consummated in accordance with the SWIMS Purchase Agreement substantially concurrently with the effectiveness of this Amendment; (c) no Default or Event of Default shall have occurred and be continuing on the date hereof; (d) Borrowers have provided Agent with a due diligence package relative to the SWIMS Acquisition, including an acquisition overview, investment highlights, sources and uses for the SWIMS acquisition, and SWIMS’ historical and forecasted profit and loss statements, in form and substance reasonably satisfactory to Agent; (e) Parent shall have received (or shall, substantially concurrently with the effectiveness hereof receive) the proceeds of the issuance of the SWIMS Subordinated Note in the amount of $13,000,000, all of the proceeds of which shall have been (or, substantially concurrently with the effectiveness hereof, shall be) used to finance the purchase price and related transaction expenses paid by DFBG SWIMS to consummate the SWIMS Acquisition; (f) each of the representations and warranties made by the Loan Parties in this Amendment and/or in any other Loan Document shall be true and correct in all material respects on and as of the date hereof except (i) to the extent that any such representation or warranty relates to a specific date, in which case such representation and warranty shall be true and correct in all material respects as of such earlier date and (ii) that such materiality qualifier shall not be applicable to any representations and warranties that are already qualified or modified by materiality in the text thereof; (g) all reasonable and documented fees and out-of-pocket expenses under the Credit Agreement and this Amendment (including the outstanding fees and expenses of Agent, including without limitation, legal fees and expenses) have been paid by the Loan Parties to the extent such fees and expenses have been invoiced to Borrowers; and (h) Agent shall have received a fully executed copy of an amendment to the ABL Credit Agreement, dated the date hereof, among the Borrowers, the Guarantors, the Parent and ▇▇nn▇▇▇▇ ▇▇▇▇▇ Fargo Bank▇▇▇ Gary ▇▇▇▇▇▇, National Association ▇▇dividuals doing business as the sole lenders party thereto Global Vision (the “ABL Amendment”)"Current Tenant") under a lease (the "Current Tenant Lease") that is scheduled to expire on May 2, which shall 1999. Landlord is currently negotiating a termination agreement with the Current Tenant pursuant to which, among other things, the term of the Current Tenant Lease would be in form terminated as soon as possible. Landlord and substance reasonably satisfactory Tenant agree that notwithstanding any provision of this Amendment to the Agentcontrary, all rights and obligations of each of Tenant and Landlord under this Amendment are subject to the fulfillment or satisfaction of each of the following conditions: (a) the execution and delivery by Landlord and Current Tenant on or before September 1, 1997 of a mutually acceptable agreement pursuant to which the term of the Current Tenant Lease is terminated, and (b) the Current Tenant and all persons claiming any rights by or through the Current Tenant shall have vacated and surrendered the Additional Space to Landlord on or before September 1, 1997. Landlord shall give Tenant written notice of the fulfillment or satisfaction of such conditions within five (5) days after such fulfillment or satisfaction. Within ten (10) days after Tenant's receipt of such notice, Tenant shall pay to Landlord $6,219.36, representing certain sums owing by Current Tenant to Landlord under the Current Tenant Lease. The respective dates set forth in Sections 1, 2 and 3 of this Amendment were set based upon the assumption that the conditions set forth in this Section 4 would be fulfilled or satisfied by April 30, 1997; and if such conditions are not fulfilled or satisfied by that date, the conditions respective dates set forth in Sections 1, 2 and 3 of this Amendment will have to effectiveness of the ABL Amendment shall have been satisfied and the ABL Amendment shall be in full force and effectadjusted accordingly.

Conditions to Effectiveness. This Amendment shall become effective only as of the first date (the "THIRD AMENDMENT DATE") on or before May 18, 1999 upon the satisfaction in full of which the following conditions precedenthave been satisfied: (ai) Agent Borrower and McKesson shall have received counterparts hereof, delivered to one another duly executed and delivered by all the parties hereto; (b) Agent shall have received a fully executed copy of each of the SWIMS Purchase Agreement and the SWIMS Subordinated Note, each of which shall be in full force and effect substantially concurrently with the effectiveness of this Amendment, and the SWIMS Acquisition shall be consummated in accordance with the SWIMS Purchase Agreement substantially concurrently with the effectiveness counterparts of this Amendment; (cii) all the representations and warranties in Section 4 below (after giving effect to any amendments to the Representation Certificate delivered to McKesson prior to the date of this Amendment) shall be true and correct as of the date of this Amendment; (iii) no Default or Event of Default shall have occurred and be continuing on the date hereofof this Amendment (other than Defaults which are not the subject of the limited waiver in Section 2 above which might occur under Section 5.9 of the Credit Agreement with respect to the fiscal quarter ending March 31, 1999, as to which Borrower currently makes no representation and McKesson gives no waiver in this Amendment) or will result from the consummation of this Amendment (after giving effect to this Amendment); (iv) Borrower shall have executed and delivered UCC financing statements satisfactory to McKesson for filing with appropriate officers of the states of Illinois, Indiana and Kansas. (v) Borrower and McKesson shall have executed and delivered to one another the documentation concerning the Amended and Restated Warrant Purchase Agreement and the Warrants described in clauses (b), (c) and (d) Borrowers have provided Agent with a due diligence package relative to the SWIMS Acquisition, including an acquisition overview, investment highlights, sources and uses for the SWIMS acquisition, and SWIMS’ historical and forecasted profit and loss statements, in form and substance reasonably satisfactory to Agent; (e) Parent shall have received (or shall, substantially concurrently with the effectiveness hereof receive) the proceeds of the issuance Section 4.3 of the SWIMS Subordinated Note in the amount of $13,000,000, all of the proceeds of which shall have been (or, substantially concurrently with the effectiveness hereof, shall be) used to finance the purchase price and related transaction expenses paid by DFBG SWIMS to consummate the SWIMS Acquisition; (f) each of the representations and warranties made by the Loan Parties in this Amendment and/or in any other Loan Document shall be true and correct in all material respects on and as of the date hereof except (i) to the extent that any such representation or warranty relates to a specific date, in which case such representation and warranty shall be true and correct in all material respects as of such earlier date and (ii) that such materiality qualifier shall not be applicable to any representations and warranties that are already qualified or modified by materiality in the text thereof; (g) all reasonable and documented fees and out-of-pocket expenses under the Credit Agreement and as added by this Amendment (including the outstanding fees and expenses of Agent, including without limitation, legal fees and expenses) have been paid by the Loan Parties to the extent such fees and expenses have been invoiced to BorrowersAmendment; and (hvi) Agent Borrower shall have received a fully executed copy delivered to McKesson an opinion of an amendment counsel, satisfactory to the ABL Credit Agreement, dated the date hereof, among the Borrowers, the Guarantors, the Parent and ▇▇▇▇▇ Fargo Bank, National Association as the sole lenders party thereto (the “ABL Amendment”), which shall be McKesson in form and substance reasonably satisfactory to substance, concerning the AgentAmended and Restated Warrant Purchase Agreement and the Warrants described in clauses (b), (c) and (d) of Section 4.3 of the Credit Agreement as added by this Amendment. When and if this Amendment becomes effective, the conditions to effectiveness of the ABL Amendment shall have been satisfied and the ABL Amendment amendments set forth in Section 1 shall be in full force and effectdeemed effective as of April 14, 1999.

Conditions to Effectiveness. This Amendment shall become effective on the first date when, and only upon the satisfaction in full when, each of the following conditions precedent:set forth below shall have been satisfied or waived in accordance with the terms herein (such date, the “Fifth Amendment Effective Date”): (a) the Agent shall have received counterparts hereof, duly executed counterparts of this Amendment by the Borrower, Holdings, the Guarantors and delivered by all the parties heretoLenders constituting Required Lenders under the Existing Credit Agreement as required hereby and pursuant to the Credit Agreement; (b) the Lenders shall have received a duly executed copy of that certain Fifth Amendment Fee Letter (the “Fifth Amendment Fee Letter”), dated as of the Fifth Amendment Effective Date, by and between the Borrower and the Agent; (c) the Agent shall have received a fully executed copy all fees and amounts due and payable on or prior to the Fifth Amendment Effective Date to the extent invoiced at least two (2) Business Days prior to the Fifth Amendment Effective Date, including reimbursement or payment of each of the SWIMS Purchase Agreement all reasonable and the SWIMS Subordinated Note, each of which shall be in full force documented or invoiced out-of-pocket costs and effect substantially concurrently expenses associated with the effectiveness of this Amendment, with such costs and expenses to be limited to the SWIMS Acquisition shall be consummated in accordance with the SWIMS Purchase Agreement substantially concurrently with the effectiveness of this AmendmentAttorney Costs; (cd) the representations and warranties set forth in this Amendment or any other Loan Document shall be true and correct in all material respects (and any representation and warranty that is qualified as to materiality or Material Adverse Effect shall be true and correct in all respects) after giving effect to this Amendment, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects (and any representation and warranty that is qualified as to materiality or Material Adverse Effect shall be true and correct in all respects) as of such earlier date; (e) no Default or Event of Default shall have occurred and be continuing on the date hereofor shall result, in each case, after giving effect to this Amendment; (df) Borrowers the Agent and the Lenders party hereto shall have provided Agent with received a due diligence package relative certificate signed by a Responsible Officer of the Borrower certifying as to the SWIMS Acquisition, including an acquisition overview, investment highlights, sources satisfaction of the conditions set forth in Section 2(d) and uses for Section 2(e) of this Amendment; (g) the SWIMS acquisition, and SWIMS’ historical and forecasted profit and loss statementsAgent (or its counsel) shall have received drafts of the Performance Acquisition Documents, in form and substance reasonably satisfactory to Agentthe Agent and the Required Lenders; (e) Parent shall have received (or shall, substantially concurrently with the effectiveness hereof receive) the proceeds of the issuance of the SWIMS Subordinated Note in the amount of $13,000,000, all of the proceeds of which shall have been (or, substantially concurrently with the effectiveness hereof, shall be) used to finance the purchase price and related transaction expenses paid by DFBG SWIMS to consummate the SWIMS Acquisition; (f) each of the representations and warranties made by the Loan Parties in this Amendment and/or in any other Loan Document shall be true and correct in all material respects on and as of the date hereof except (i) to the extent that any such representation or warranty relates to a specific date, in which case such representation and warranty shall be true and correct in all material respects as of such earlier date and (ii) that such materiality qualifier shall not be applicable to any representations and warranties that are already qualified or modified by materiality in the text thereof; (g) all reasonable and documented fees and out-of-pocket expenses under the Credit Agreement and this Amendment (including the outstanding fees and expenses of Agent, including without limitation, legal fees and expenses) have been paid by the Loan Parties to the extent such fees and expenses have been invoiced to Borrowers; and (h) the Agent shall have received a fully executed copy of an amendment executed Fourth Amendment to the ABL Credit Agreement, dated the date hereof, among the Borrowers, the Guarantors, the Parent and ▇▇▇▇▇ Fargo Bank, National Association as the sole lenders party thereto (the “ABL Amendment”), which shall be in form and substance reasonably satisfactory to the Agent and the Required Lenders; (i) [**]; (j) [**]; (k) [**]; (l) the Agent shall have received a copy of an executed amendment to the ABL Intercreditor Agreement dated as of the Fifth Amendment Effective Date by and among the Agent, the conditions ABL Collateral Agent, and the Obligors, in form and substance reasonably satisfactory to effectiveness the Agent and the Required Lenders (the “Amendment to Intercreditor”); (m) the Agent shall have received a substantially final copy of an amendment to the Monarch Acquisition Intercreditor Agreement, to be dated as of the ABL Amendment [**], by and among the Subordinated Creditors (as defined therein), the Senior Creditor (as defined therein), [**] and; (n) the Agent shall have received a substantially final copy of an amendment to the REV Energy Acquisition Intercreditor Agreement, to be dated as of the [**]. By executing and delivering its signature page to this Amendment, each Lender acknowledges and agrees that the conditions precedent set forth in this Section 2 have been satisfied and the ABL Amendment shall be in full force and effectsatisfied.

Conditions to Effectiveness. This Amendment shall become effective only upon the satisfaction in full as of the following conditions precedent: May 22, 2003, when (a) the Administrative Agent shall have received (i) counterparts hereofof this Amendment that, duly when taken together, bear the signatures of the Borrowers, the Subsidiary Loan Parties, the Required Lenders, Lenders holding a majority in interest of the outstanding Tranche B Term Loans and Lenders holding a majority in interest of the outstanding Mexico Term Loans and (ii) the Amendment Fee, (b) the representations and warranties set forth in Section 19 hereof are true and correct (as set forth on an officer's certificate delivered to the Administrative Agent), (c) the Intercreditor Agreement shall have been executed and delivered by all the parties hereto; (b) Agent shall have received a fully executed copy of each of the SWIMS Purchase Agreement thereto and the SWIMS Subordinated Note, each of which shall be in full force and effect substantially concurrently with the effectiveness of this Amendmenteffect, and the SWIMS Acquisition shall be consummated in accordance with the SWIMS Purchase Agreement substantially concurrently with the effectiveness of this Amendment; (c) no Default or Event of Default shall have occurred and be continuing on the date hereof; (d) Borrowers have provided Agent with a due diligence package relative the terms and conditions of the Senior Second Lien Notes and the other Senior Second Lien Note Documents (including terms and conditions relating to payment, covenants, events of default, remedies and maturity) shall be reasonably satisfactory to the SWIMS AcquisitionAdministrative Agent and the Syndication Agent, including an acquisition overview(e) the Administrative Agent shall have received a favorable written opinion (addressed to the Administrative Agent, investment highlights, sources the Syndication Agent and uses for the SWIMS acquisition, and SWIMS’ historical and forecasted profit and loss statementsLenders) of counsel to the Borrower, in form and substance reasonably satisfactory to the Administrative Agent; (e) Parent shall have received (or shall, substantially concurrently with respect to this Amendment, the effectiveness hereof receive) Subsidiary Borrower and the proceeds of the issuance of the SWIMS Subordinated Note in the amount of $13,000,000Intercreditor Agreement, all of the proceeds of which shall have been (or, substantially concurrently with the effectiveness hereof, shall be) used to finance the purchase price and related transaction expenses paid by DFBG SWIMS to consummate the SWIMS Acquisition; (f) each the Equity Purchaser shall have executed and delivered to the Administrative Agent a written consent of the representations and warranties made by the Loan Parties in Equity Purchaser to this Amendment and/or in any other Loan Document shall be true and correct in all material respects on and as of the date hereof except (i) to the extent that any such representation or warranty relates to a specific dateAmendment, in which case such representation and warranty shall be true and correct in all material respects as of such earlier date and (ii) that such materiality qualifier shall not be applicable to any representations and warranties that are already qualified or modified by materiality in the text thereof; (g) all reasonable and documented fees and out-of-pocket expenses under the Credit Agreement and this Amendment (including the outstanding fees and expenses of Agent, including without limitation, legal fees and expenses) have been paid by the Loan Parties to the extent such fees and expenses have been invoiced to Borrowers; and (h) Agent shall have received a fully executed copy of an amendment to the ABL Credit Agreement, dated the date hereof, among the Borrowers, the Guarantors, the Parent and ▇▇▇▇▇ Fargo Bank, National Association as the sole lenders party thereto (the “ABL Amendment”), which shall be in form and substance reasonably satisfactory to the Administrative Agent and the Syndication Agent, the conditions to effectiveness of the ABL Amendment shall have been satisfied and the ABL Amendment such written consent shall be in full force and effect, and the Administrative Agent shall have received a favorable written opinion (addressed to the Administrative Agent, the Syndication Agent and the Lenders) of counsel to the Equity Purchaser, in form and substance reasonably satisfactory to the Administrative Agent, with respect to such written consent, (g) the gross cash proceeds from the issuance of the Senior Second Lien Notes shall not be less than $250,000,000 (or, if the Senior Second Lien Notes are issued at a discount that is a market discount at the time of issuance thereof, $250,000,000 less the amount of such discount) and (h) all fees and expenses required to be paid or reimbursed by the Borrowers pursuant hereto or the Credit Agreement or otherwise, including all invoiced fees and expenses of counsel to the Administrative Agent and the Syndication Agent, shall have been paid or reimbursed, as applicable.

Conditions to Effectiveness. This Amendment shall become not be effective only upon the satisfaction in full until each of the following conditions precedentprecedent has been fulfilled to the reasonable satisfaction of the Administrative Agent: (a) The Administrative Agent shall have received counterparts hereofof this Amendment, the Security Agreement and the Fee Letter duly executed and delivered by all each of the parties hereto;. (b) All action on the part of the Loan Parties necessary for the valid execution, delivery and performance by the Loan Parties of this Amendment and the documents, instruments and agreements to be executed in connection herewith shall have been duly and effectively taken and evidence thereof reasonably satisfactory to the Administrative Agent shall have been provided to the Administrative Agent. (c) The Administrative Agent shall have received a fully executed copy of each Borrowing Base Certificate dated as of the SWIMS Purchase Agreement First Amendment Effective Date, relating to the Fiscal Month ended on April 30, 2022 and in form and substance satisfactory to the SWIMS Subordinated Note, each of which shall be in full force and effect substantially concurrently with the effectiveness of this Amendment, and the SWIMS Acquisition shall be consummated in accordance with the SWIMS Purchase Agreement substantially concurrently with the effectiveness of this Amendment; (c) no Default or Event of Default shall have occurred and be continuing on the date hereof;Administrative Agent. (d) Borrowers The Administrative Agent shall have provided Agent with a due diligence package relative to the SWIMS Acquisition, including an acquisition overview, investment highlights, sources and uses for the SWIMS acquisition, and SWIMS’ historical and forecasted profit and loss statementsreceived, in form and substance reasonably satisfactory to the Administrative Agent;, a favorable opinion of ▇▇▇▇▇▇▇ ▇▇▇▇▇ LLP, counsel to the Loan Parties, each addressed to the Agents, the L/C Issuer and each Lender, as to such matters concerning the Loan Parties and the Loan Documents as the Administrative Agent may reasonably request. (e) Parent The Agents shall have received (i) results of searches or shallother evidence reasonably satisfactory to the Collateral Agent (in each case dated as of a date reasonably satisfactory to the Collateral Agent) indicating the absence of Liens on the assets of the Loan Parties, substantially except for Permitted Encumbrances and Liens for which termination statements and releases satisfactory to the Collateral Agent are being tendered concurrently with such extension of credit or other arrangements satisfactory to the effectiveness hereof receiveCollateral Agent for the delivery of such termination statements and releases have been made, and (ii) to the proceeds of extent not previously delivered to the issuance of Agents, (1) all documents and instruments, including Uniform Commercial Code financing statements, required by law or reasonably requested by the SWIMS Subordinated Note in Collateral Agent to be filed, registered or recorded to create or perfect the amount of $13,000,000, first priority Liens intended to be created under the Loan Documents and all of the proceeds of which such documents and instruments shall have been so filed, registered or recorded to the satisfaction of the Collateral Agent, (or2) the Credit Card Notifications and Blocked Account Agreements required pursuant to Section 6.13 of the Credit Agreement, substantially concurrently (3) control agreements with respect to the effectiveness hereofLoan Parties’ securities and investment accounts, shall beand (4) used to finance Collateral Access Agreements as required by the purchase price and related transaction expenses paid by DFBG SWIMS to consummate the SWIMS Acquisition;Collateral Agent. ​ ​ (f) The Administrative Agent shall have received, in form and substance reasonably satisfactory to the Administrative Agent, (i) 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 (A) the authority of each Loan Party to enter into this Amendment and the other Loan Documents to which such Loan Party is a party or is to be a party and (B) the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Amendment and the other Loan Documents to which such Loan Party is a party or is to be a party, and (ii) copies of each Loan Party’s Organization Documents and such other documents and certifications as the Administrative Agent may reasonably require to evidence that each Loan Party is duly organized or formed, and that each Loan Party is validly existing, in good standing and qualified to engage in business in each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except to the extent that failure to so qualify in such jurisdiction could not reasonably be expected to have a Material Adverse Effect. (g) The representations and warranties made by of each Loan Party contained in Article V of the Loan Parties in this Amendment and/or in Credit Agreement or any other Loan Document Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, shall be true and correct in all material respects on and as of the date hereof after giving effect to the transactions contemplated hereby, except (i) to the extent that any such representation or warranty relates representations and warranties specifically refer to a specific an earlier date, in which case they shall be true and correct as of such representation earlier date, (ii) to the extent that such representations and warranty warranties are qualified by materiality, in which case they shall be true and correct in all material respects as of such earlier date respects, and (iiiii) that such materiality qualifier shall not be applicable to any for purposes of this Section 6, the representations and warranties that are already qualified or modified by materiality contained in subsections (a), (b) and (e) of Section 5.05 shall be deemed to refer to the text thereof; most recent statements furnished pursuant to clauses (ga), (b), (c) all reasonable and documented fees and out-of-pocket expenses under (d), respectively, of Section 6.01 of the Credit Agreement and this Amendment (including the outstanding fees and expenses of Agent, including without limitation, legal fees and expenses) have been paid by the Loan Parties to the extent such fees and expenses have been invoiced to Borrowers; andAgreement. (h) After giving effect to this Amendment and the transactions contemplated hereby, no Default or Event of Default shall have occurred and be continuing or would result therefrom. (i) The Administrative Agent shall be reasonably satisfied that any financial statements delivered to it fairly present the business and financial condition of the Loan Parties and that there has been no Material Adverse Effect since the date of the most recent financial information delivered to the Administrative Agent. (j) The Borrowers shall have paid the fees contemplated to be paid on the First Amendment Effective Date pursuant to the Fee Letter. (k) If any Loan Party or any of its Subsidiaries owns any Margin Stock, the Borrowers shall have delivered to the Administrative Agent an updated Form U-1 (with sufficient additional originals thereof for each Lender), duly executed and delivered ​ ​ ​ by the Borrowers, together with such other documentation as the Administrative Agent shall reasonably request, in order to enable the Administrative Agent and the Lenders to comply with any of the requirements under Regulations T, U or X of the FRB. (l) There shall not have occurred since January 29, 2022 (i) any event or condition that has had or could reasonably be expected, either individually or in the aggregate, to have a Material Adverse Effect, or (ii) any action, suit, investigation or proceeding pending or, to the knowledge of the Borrowers, threatened in any court or before any arbitrator or governmental authority that could reasonably be expected to have a Material Adverse Effect. (m) The Borrowers shall have paid all fees, charges and disbursements of counsels to the Agents to the extent invoiced prior to or on the First Amendment Effective Date, plus such additional amounts of such fees, charges and disbursements as shall constitute the Agents’ reasonable estimate of such fees, charges and disbursements incurred or to be incurred by such Person through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between the Borrowers and the Agents). (n) The Administrative Agent shall have received a fully executed copy of an amendment to the ABL Credit Agreementall documentation and other information required by regulatory authorities under applicable “know your customer” and Anti-Money Laundering Laws, dated the date hereofincluding, among the Borrowerswithout limitation, the Guarantors, the Parent and ▇▇▇▇▇ Fargo Bank, National Association as the sole lenders party thereto Patriot Act. (the “ABL Amendment”), which shall be in form and substance reasonably satisfactory to the Agent, the conditions to effectiveness of the ABL Amendment o) The Administrative Agent shall have been satisfied received such additional documents, instruments, and agreements as any Agent may reasonably request in connection with the ABL Amendment shall be in full force and effecttransactions contemplated hereby.

Conditions to Effectiveness. This Sections 4(a) and 12 of this Amendment shall become effective as of the date (the “Effective Date”) when, and only upon the satisfaction in full when, each of the following conditions precedenthas occurred or is waived in writing by the Lender: (a) Agent shall have received counterparts hereof, duly this Amendment has been executed on behalf of each of the parties hereto and delivered by all each such party to each of the parties heretoother such parties; (b) Agent the Purchase Agreement shall have received a fully been executed copy of and delivered by each of the SWIMS Purchase Agreement parities thereto and a copy thereof certified as true and correct by the SWIMS Subordinated Note, each of which shall be in full force and effect substantially concurrently with GCA Parties delivered to the effectiveness of this Amendment, and the SWIMS Acquisition shall be consummated in accordance with the SWIMS Purchase Agreement substantially concurrently with the effectiveness of this AmendmentLender; (c) no Default or Event Closing of Default the Purchase Agreement shall have occurred and be continuing on within ninety (90) days of the date hereof; (d) Borrowers The Assets to be Sold list shall have provided Agent with a due diligence package relative been agreed to in writing by the SWIMS Acquisition, including an acquisition overview, investment highlights, sources GCA Parties and uses for the SWIMS acquisitionLender, and SWIMSthe GCA Parties’ historical obligations and forecasted profit covenants set forth in Section 2 and loss statementsSection 3 hereof, in form and substance reasonably satisfactory delivery of the Maturity Extension Warrant pursuant to AgentSection 4(b)(i) hereof shall have been performed; (e) Parent shall have received (or shall, substantially concurrently with the effectiveness hereof receive) the proceeds of the issuance of the SWIMS Subordinated Note in the amount of $13,000,000, all of the proceeds of which shall have been (or, substantially concurrently with the effectiveness hereof, shall be) used to finance the purchase price and related transaction expenses paid by DFBG SWIMS to consummate the SWIMS Acquisition; (f) each of the representations and warranties made by the Loan GCA Parties in this Amendment and/or in any other Loan Document shall be herein are true and correct correct, as of such date; and (f) PFC has executed and delivered to ECMC Holdings Corporation (“Holdings”) an amendment to the Agreement for Purchase of LLC Membership Interests between Holdings and PFC, dated as of August 9, 2018, as previously amended (the “Premiere Purchase Agreement”) on terms reasonably satisfactory to Holdings (i) providing for the issuance of 300,000 shares of the common stock of PFC, in all material respects on full and final satisfaction of the contingent earn-out obligations under the Premiere Purchase Agreement and (ii) confirming that such shares are subject to the Registration Rights Agreement, dated as of August 31, 2018 between PFC and Holdings. For the avoidance of doubt, if the Effective Date does not occur within ninety (90) days of the date hereof except (i) to because any of the extent that any such representation foregoing conditions is not satisfied or warranty relates to a specific date, waived in which case such representation and warranty shall be true and correct in all material respects as of such earlier date and (ii) that such materiality qualifier shall not be applicable to any representations and warranties that are already qualified or modified by materiality in the text thereof; (g) all reasonable and documented fees and out-of-pocket expenses under the Credit Agreement and this Amendment (including the outstanding fees and expenses of Agent, including without limitation, legal fees and expenses) have been paid writing by the Loan Parties to the extent such fees and expenses have been invoiced to Borrowers; and (h) Agent shall have received a fully executed copy of an amendment to the ABL Credit AgreementLender, dated the date hereof, among the Borrowers, the Guarantors, the Parent and ▇▇▇▇▇ Fargo Bank, National Association as the sole lenders party thereto (the “ABL Amendment”), which shall be in form and substance reasonably satisfactory to the Agent, the conditions to effectiveness of the ABL Amendment shall have been satisfied and the ABL this Amendment shall be in full force void and of no effect.

Conditions to Effectiveness. This The effectiveness of this Eighth Amendment shall become effective only upon (including amendments contained in Article III) is subject to the satisfaction in full (or written waiver) of the following conditions precedent:(the date of satisfaction (or written waiver) of such conditions being referred to herein as the “Eighth Amendment Effective Date”): (a) Agent SECTION 4.1 This Eighth Amendment shall have received counterparts hereof, been duly executed by the Borrower, the Guarantors, the Lenders party hereto and the Administrative Agent, and delivered by all the parties hereto; (b) Agent shall have received a fully executed copy of each of the SWIMS Purchase Agreement and the SWIMS Subordinated Note, each of which shall be in full force and effect substantially concurrently with the effectiveness of this Amendment, and the SWIMS Acquisition shall be consummated in accordance with the SWIMS Purchase Agreement substantially concurrently with the effectiveness of this Amendment; (c) no Default or Event of Default shall have occurred and be continuing on the date hereof; (d) Borrowers have provided Agent with a due diligence package relative to the SWIMS Acquisition, including an acquisition overview, investment highlights, sources and uses for the SWIMS acquisition, and SWIMS’ historical and forecasted profit and loss statements, in form and substance reasonably satisfactory to Administrative Agent; SECTION 4.2 All reasonable and documented out-of-pocket fees and expenses required to be paid hereunder (eincluding reasonable and documented out-of-pocket fees, charges and disbursements of L▇▇▇▇▇ & W▇▇▇▇▇▇ LLP) Parent shall have received (or shallpursuant to the Amended Credit Agreement, substantially concurrently and any other agreements with respect to the effectiveness hereof receive) the proceeds of the issuance of the SWIMS Subordinated Note in the amount of $13,000,000transactions contemplated by this Eighth Amendment, all of the proceeds of which shall have been (orpaid in full in cash or will be paid in full in cash on the Eighth Amendment Effective Date, substantially concurrently with the effectiveness hereofincluding, shall be) used to finance the purchase price and related transaction expenses paid by DFBG SWIMS to consummate the SWIMS Acquisition; (f) each of the representations and warranties made by the Loan Parties in this Amendment and/or in any other Loan Document shall be true and correct in all material respects on and as of the date hereof except (i) to the extent that any such representation or warranty relates to a specific datewithout limitation, in which case such representation and warranty shall be true and correct in all material respects as of such earlier date and (ii) that such materiality qualifier shall not be applicable to any representations and warranties that are already qualified or modified by materiality in the text thereof; (g) all reasonable and documented fees and out-of-pocket expenses under the Credit Agreement and this Amendment (including the outstanding fees and expenses of Agent, including without limitation, legal fees and expenses) have been paid incurred by the Loan Parties Administrative Agent in connection with the execution and delivery of this Eighth Amendment, in each case to the extent such fees required by the Amended Credit Agreement; SECTION 4.3 Immediately after giving effect to the transactions contemplated hereby the Borrower and expenses its Subsidiaries shall have been invoiced outstanding no Indebtedness or preferred Capital Stock other than (A) the Loans and other extensions of credit under the Amended Credit Agreement, (B) the Senior Notes, the New Senior Notes and the Borrower’s secured notes due 2028 and (C) the other Indebtedness permitted to Borrowers; andbe incurred pursuant to Section 6.2 of the Amended Credit Agreement; (h) SECTION 4.4 The Administrative Agent shall have received a fully executed copy customary written opinion of an amendment to the ABL Credit Agreement, dated the date hereof, among the Borrowers, the Guarantors, the Parent and (i) W▇▇▇▇▇▇ Fargo Bank▇▇▇▇ & G▇▇▇▇▇▇▇▇ LLP, National Association as the sole lenders party thereto (the “ABL Amendment”), which shall be in form and substance reasonably satisfactory counsel to the AgentBorrower and its Subsidiaries and (ii) Ice M▇▇▇▇▇ LLP, the conditions local counsel to effectiveness CG; SECTION 4.5 The Administrative Agent shall have received a certificate signed by a Responsible Officer of the ABL Amendment Borrower as to the matters set forth in Section 4.3, Section 4.7 and Section 4.8; SECTION 4.6 The Administrative Agent shall have been satisfied received with respect to each Loan Party (i) a certificate as of a recent date of the good standing (or equivalent) under the laws of its jurisdiction of organization from the relevant authority of its jurisdiction of organization and (ii) a certificate of a Responsible Officer of each Loan Party dated the Eighth Amendment Effective Date and certifying to the effect (A) that attached thereto are copies of each Organizational Documents of such Credit Party, (B) that attached thereto is a true and complete copy of resolutions or written consents duly adopted by the board of directors or other governing body of each Loan Party authorizing the execution, delivery and performance of this Eighth Amendment and any related Loan Documents and the ABL Amendment shall be borrowings hereunder and thereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, and (C) as to the incumbency and specimen signature of each officer executing this Eighth Amendment or any other document delivered in connection herewith on behalf of each Loan Party; SECTION 4.7 No Default or Event of Default has occurred and is continuing on the Eighth Amendment Effective Date both before and immediately after giving effect to the transactions contemplated hereby; SECTION 4.8 The representations and warranties of the Borrower and each of the Guarantors set forth in Article V of this Eighth Amendment are true and correct; SECTION 4.9 The Administrative Agent shall have received a certificate executed by the chief financial officer of the Borrower, in the form attached as Exhibit H of the Credit Agreement, which shall document the solvency of the Borrower and its Subsidiaries, on a consolidated basis, after giving effect to the transactions contemplated hereby; SECTION 4.10 [Reserved]; SECTION 4.11 The Borrower shall have provided, at least three (3) Business Days prior to the Eighth Amendment Effective Date, all information with respect to the Loan Parties reasonably requested by the Administrative Agent in writing at least ten (10) days prior to the Eighth Amendment Effective Date under applicable “know-your-customer” and anti-money laundering rules and regulations, including, without limitation, Patriot Act and, if the Borrower qualifies as a “legal entity customer” thereunder, the requirements of 31 C.F.R §1010.230; SECTION 4.12 The Administrative Agent shall have received a notice of borrowing, prior to 10:00 A.M., New York City time, one Business Day prior to the Eighth Amendment Effective Date; and SECTION 4.13 The Borrower shall have paid (i) all interest accrued on all outstanding Revolving Credit Loans and Tranche B-4 Term Loans from the last applicable Interest Payment Date prior to the Eighth Amendment Effective Date through the date immediately prior to the Eighth Amendment Effective Date, and (ii) all accrued and unpaid commitment fees and letter of credit fees due pursuant to Sections 2.7(a) and Section 2.25 of the Credit Agreement through the date immediately prior to the Eighth Amendment Effective Date, in each case regardless of whether payment would otherwise be required under the Credit Agreement to be paid on such date.

Conditions to Effectiveness. This Amendment No. 2 shall become effective only upon on the satisfaction in full date on which each of the following conditions precedentis satisfied: (a) The Administrative Agent (or its counsel) shall have received counterparts hereoffrom (i) the Required Lenders, duly executed (ii) each B Term Loan Lender, or in lieu of one or more B Term Loan Lenders, one or more Additional B1 Term Loan Lenders providing Additional B1 Term Loan Commitments in an amount sufficient to repay all of the principal of the B Term Loans owed to such non-consenting B Term Loan Lenders, and delivered by all (iii) each of the other parties hereto, either (x) a counterpart of this Amendment No. 2 signed on behalf of such party or (y) written evidence satisfactory to the Administrative Agent (which may include telecopy transmission of a signed signature page of this Amendment No. 2) that such party has signed a counterpart of this Amendment No. 2; (b) Agent The Borrower shall have received provided the Administrative Agent with a fully executed copy Notice of each Borrowing meeting the requirements of Section 1.03(a) (other than the SWIMS Purchase Agreement and prior notice period requirement, which is hereby waived) on or prior to the SWIMS Subordinated Note, each Amendment Effective Date with respect to the borrowing of which shall be in full force and effect substantially concurrently with B1 Term Loans on the effectiveness of this Amendment, and the SWIMS Acquisition shall be consummated in accordance with the SWIMS Purchase Agreement substantially concurrently with the effectiveness of this Amendment;Amendment Effective Date. (c) no Default or Event of Default Each B1 Term Loan Lender shall have occurred and be continuing on received, if requested, one or more Notes payable to the date hereoforder of such Lender duly executed by the Borrower in substantially the form of Exhibit B-1 to the Credit Agreement, as modified by this Amendment No. 2, evidencing its B1 Term Loans; (d) Borrowers The Borrower shall have provided Agent paid to all B Term Loan Lenders simultaneously with a due diligence package relative the making of B1 Term Loans hereunder all accrued and unpaid interest on their B Term Loans to the SWIMS Acquisition, including an acquisition overview, investment highlights, sources and uses for the SWIMS acquisition, and SWIMS’ historical and forecasted profit and loss statements, in form and substance reasonably satisfactory to AgentAmendment Effective Date; (e) Parent The Borrower shall have received (or shall, substantially concurrently with the effectiveness hereof receive) the proceeds of the issuance of the SWIMS Subordinated Note in the amount of $13,000,000, all of the proceeds of which shall have been (or, substantially concurrently with the effectiveness hereof, shall be) used to finance the purchase price and related transaction expenses paid by DFBG SWIMS to consummate the SWIMS Acquisition; (f) each of the representations and warranties made by the Loan Parties in this Amendment and/or in any other Loan Document shall be true and correct in all material respects on and as of the date hereof except (i) to the extent that any such representation or warranty relates to a specific date, in which case such representation and warranty shall be true and correct in all material respects as of such earlier date and (ii) that such materiality qualifier shall not be applicable to any representations and warranties that are already qualified or modified by materiality in the text thereof; (g) Administrative Agent all reasonable and documented fees and out-of-pocket expenses under the Credit Agreement and this Amendment (including the outstanding fees costs and expenses (including, without limitation the reasonable fees, charges and disbursements of Agent, including without limitation, legal fees and expenses) have been paid by the Loan Parties to the extent such fees and expenses have been invoiced to Borrowers; and (h) Agent shall have received a fully executed copy of an amendment to the ABL Credit Agreement, dated the date hereof, among the Borrowers, the Guarantors, the Parent and ▇▇▇▇▇▇ Fargo Bank▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, National Association as counsel for the sole lenders party thereto Agents) of the Agents; and (the “ABL Amendment”)f) All corporate and other proceedings taken or to be taken in connection with this Amendment No. 2 and all documents incidental thereto, which whether or not referred to herein, shall be satisfactory in form and substance reasonably satisfactory to the Agent, the conditions to effectiveness of the ABL Amendment shall have been satisfied and the ABL Amendment shall be in full force and effectAgents.

Conditions to Effectiveness. This The effectiveness of Section 3 of this Amendment shall become effective only upon the is subject to satisfaction in full of the following conditions precedentprecedent in a manner reasonably satisfactory to Bank: (a) Agent Borrowers shall have received counterparts (i) repaid in full in cash the outstanding principal balance of the Advances on the date hereof, duly executed together with all accrued and delivered by unpaid interest thereon and (ii) repaid the outstanding principal balance of the Term Loan on the date hereof in an aggregate amount of not less than $10,000,000, which shall be applied to prepay installments of the Term Loan in inverse order of maturity (for the avoidance of doubt the amount that is due and payable on the Term Loan Maturity Date constitutes an installment), together with all the parties heretoaccrued and unpaid interest thereon; (b) Agent Bank shall have received a fully executed copy of each of the SWIMS Purchase Agreement and the SWIMS Subordinated Note, each of which shall be in full force and effect substantially concurrently with the effectiveness of (i) this Amendment, duly executed by the parties hereto, and the SWIMS Acquisition shall be consummated in accordance with the SWIMS Purchase Agreement substantially concurrently with the effectiveness (ii) an assignment of this Amendmentdeposit, duly executed by each Borrower; (c) no Default or Event of Default shall have occurred immediately before and be continuing on after giving effect to this Amendment and the date hereof; (d) Borrowers have provided Agent with a due diligence package relative to the SWIMS Acquisition, including an acquisition overview, investment highlights, sources and uses for the SWIMS acquisition, and SWIMS’ historical and forecasted profit and loss statements, in form and substance reasonably satisfactory to Agent; (e) Parent shall have received (or shall, substantially concurrently with the effectiveness hereof receive) the proceeds consummation of the issuance of the SWIMS Subordinated Note in the amount of $13,000,000transactions contemplated by this Amendment, all of the proceeds of which shall have been (or, substantially concurrently with the effectiveness hereof, shall be) used to finance the purchase price and related transaction expenses paid by DFBG SWIMS to consummate the SWIMS Acquisition; (f) each of the representations and warranties made by of each Borrower set forth in the Loan Parties in this Amendment and/or in any Agreement and the other Loan Document shall be Documents is true and correct in all material respects on and as of the date hereof except (i) to the extent that any unless such representation or warranty specifically relates to a specific an earlier date, in which case such representation and or warranty shall be was true and correct in on all material respects as of such earlier date and (ii) that such materiality qualifier shall not be applicable to any representations and warranties that are already qualified or modified by materiality in the text thereof;date); ​ (gd) all reasonable no Event of Default shall have occurred and documented fees and out-of-pocket expenses under the Credit Agreement and this Amendment (including the outstanding fees and expenses of Agent, including without limitation, legal fees and expenses) have been paid by the Loan Parties to the extent such fees and expenses have been invoiced to Borrowersbe continuing; and (he) Agent Borrowers shall have received a fully executed copy paid all fees, costs and expenses required to be paid to Bank pursuant to the terms of the Loan Documents, including an amendment fee equal to the ABL Credit Agreement$15,000, dated which fee shall be fully earned and due and payable in full on the date hereof, among the Borrowers, the Guarantors, the Parent and ▇▇▇▇▇ Fargo Bank, National Association as the sole lenders party thereto (the “ABL Amendment”), which shall be in form and substance reasonably satisfactory to the Agent, the conditions to effectiveness of the ABL Amendment shall have been satisfied and the ABL Amendment shall be in full force and effect.

Conditions to Effectiveness. This Amendment shall become effective only upon (A) The obligations of the Priority Last Out Purchasers to purchase the initial Priority Last Out Notes, and the effectiveness of the amendments to the Agreement set forth in Section 1 of this Amendment, are subject solely to the satisfaction in full of the following conditions precedentconditions: (a) Agent shall have received counterparts hereofafter giving effect to this Amendment, duly executed and delivered by the satisfaction or waiver in accordance with the Agreement of all conditions precedent set forth in Section 8.1 of the parties heretoAgreement; (b) the Notes Agent shall have received executed copies of this Amendment from the Issuers and all of the Purchasers required to execute and deliver this Amendment pursuant to the terms of the Agreement; (c) the Issuers shall have executed and delivered to the Priority Last Out Purchasers Priority Last Out Notes in an aggregate principal amount of $55,000,000; (d) the Notes Agent shall have received executed copies of Amendment No. 6 to Trade Receivables Repayment Agreement dated as of the Second Amendment Date from Issuers and Vendor Trustee; (e) the Notes Agent shall have received a fully executed copy certificate, signed by a Senior Officer of each Borrower Representative, on behalf of all Obligors, on the SWIMS Purchase Agreement and the SWIMS Subordinated Note, each of which shall be in full force and effect substantially concurrently with the effectiveness of this Amendment, and the SWIMS Acquisition shall be consummated in accordance with the SWIMS Purchase Agreement substantially concurrently with the effectiveness of this Amendment; Second Amendment Date stating that (ci) no Default or Event of Default shall have has occurred and be continuing on the date hereof; is continuing, (dii) Borrowers have provided Agent with a due diligence package relative to the SWIMS Acquisition, including an acquisition overview, investment highlights, sources and uses for the SWIMS acquisition, and SWIMS’ historical and forecasted profit and loss statements, in form and substance reasonably satisfactory to Agent; (e) Parent shall have received (or shall, substantially concurrently with the effectiveness hereof receive) the proceeds of the issuance of the SWIMS Subordinated Note in the amount of $13,000,000, all of the proceeds of which shall have been (or, substantially concurrently with the effectiveness hereof, shall be) used to finance the purchase price and related transaction expenses paid by DFBG SWIMS to consummate the SWIMS Acquisition; (f) each of the representations and warranties made by set forth in the Loan Parties in this Amendment and/or Agreement and in any other Loan Note Document shall be true and correct in all material respects on and as of the date hereof except (i) to the extent that any such representation or warranty relates to a specific date, in which case such representation and warranty shall be are true and correct in all material respects as of the Second Amendment Date (it being understood and agreed that any representation or warranty which by its terms is made as of a specified date shall be required to be true and correct in all material respects only as of such earlier date specified date, and (ii) that such any representation or warranty which is subject to any materiality qualifier shall not be applicable required to be true and correct in all respects; and (iii) all conditions precedent to the Subsequent Closing have been satisfied (or waived in accordance with the Agreement); (f) the Notes Agent shall have received a certificate of an authorized officer of each Obligor, dated as of the Second Amendment Date, certifying the resolutions of the governing body of such Obligor adopting and approving this Amendment, any representations related documents and warranties that are already qualified the transactions contemplated thereby, the good standing of such Obligor in its jurisdiction or modified by materiality in organization, the text thereoforganizational documents of such Obligor and the signatures of such Obligor’s authorized officers and/or directors (as applicable); (g) all reasonable the Priority Last Out Purchasers and documented fees and out-of-pocket expenses under First Out Purchasers shall have received a written opinion of the Credit Agreement and this Amendment (including the outstanding fees and expenses of Agent, including without limitation, legal fees and expenses) have been paid by the Loan Parties Issuers’ counsel reasonably acceptable to the extent Priority Last Out Purchasers and First Out Purchasers confirming due organization of each of the Obligors organized in the United States, due authorization and enforceability of the Amendment and all other Note Documents, no governmental approvals and no conflicts to consummate the transactions contemplated thereby, continuing perfection of the Secured Parties’ security interests in the Collateral, and such fees and expenses have been invoiced to Borrowersother matters as the Priority Last Out Purchasers may reasonably request; and (h) Agent shall have received a fully executed copy the remittance of an amendment to the ABL Credit Agreementall agreed deductions pursuant to, dated the date hereof, among the Borrowersand in accordance with, the GuarantorsDeduction Memorandum; (i) delivery of completed perfection certificate and KYC information and documentation, the Parent and ▇▇▇▇▇ Fargo Bank, National Association as the sole lenders party thereto (the “ABL Amendment”), which shall be in form and substance each case reasonably satisfactory to the Agent, Last Out Purchasers; (j) the conditions payment of all fees and expenses due and payable on the Second Amendment Date pursuant to effectiveness of any Note Document; and (k) the ABL Amendment shall have been satisfied Notes Agent has received a W-8/W-9 and wire instructions from the ABL Amendment shall be in full force and effectPriority Last Out Purchasers.

Conditions to Effectiveness. This Amendment shall become not be effective only upon the satisfaction in full of until the following conditions precedentprecedent have been satisfied: (a) Agent the Lender shall have received counterparts hereof, received: (i) a copy of this Amendment duly executed and delivered by all each of the parties hereto; (bii) Agent shall have received good standing certificates, dated as of a fully executed copy of recent date, for each of the SWIMS Purchase Agreement Borrower and the SWIMS Subordinated NoteServicer, each issued by the Secretary of State of Delaware; (iii) certified copies of requests for information or copies (or similar UCC search report certified by a party acceptable to the Lender), dated a date reasonably near to the effective date hereof, listing all effective financing statements, which shall be name the Borrower (under its present name and any previous name) as debtor, together with copies of such financing statements as the Lender may request; (iv) one or more bring down letters with respect to the Opinions of Counsel of counsel to the Borrower, the Servicer, the Custodian and the Backup Servicer, delivered in full force and effect substantially concurrently connection with the effectiveness Secured Loan Agreement which bring down letters shall affirm such Opinions of this AmendmentCounsel as of the effective date hereof; (v) one or more Opinions of Counsel of counsel to the Borrower and the Servicer in form and substance satisfactory to the Agent with respect to, among other things, the due authorization, execution and delivery of, and the SWIMS Acquisition shall be consummated in accordance with the SWIMS Purchase Agreement substantially concurrently with the effectiveness of enforceability of, this Amendment; (cvi) all costs and expenses required to be paid in connection with this Amendment shall have been paid in full, and any fees due the Lender payable in connection with this Amendment shall have been paid in full; and (vii) the Servicer shall have delivered to the Lender, in form and substance satisfactory to the Lender, a certificate signed by an officer of the Borrower having responsibility for financial matters of the Borrower which shall demonstrate that, as of the effective date of this Amendment no Default Facility Termination Event or Event of Default shall have occurred and be continuing on the date hereof;exist. (db) Borrowers All acts and conditions (including, without limitation, the obtaining of any necessary regulatory approvals and the making of any required filings, recordings or registrations) required to be done and performed and to have provided Agent with a due diligence package relative happened prior to the SWIMS Acquisitionexecution, including an acquisition overviewdelivery and performance of this Amendment and all related documents and to constitute the same legal, investment highlightsvalid and binding obligations, sources and uses for the SWIMS acquisitionenforceable in accordance with their respective terms, and SWIMS’ historical and forecasted profit and loss statements, in form and substance reasonably satisfactory to Agent; (e) Parent shall have received (or shall, substantially concurrently with the effectiveness hereof receive) the proceeds of the issuance of the SWIMS Subordinated Note in the amount of $13,000,000, all of the proceeds of which shall have been (or, substantially concurrently with the effectiveness hereof, shall be) used to finance the purchase price done and related transaction expenses paid by DFBG SWIMS to consummate the SWIMS Acquisition; (f) each of the representations performed and warranties made by the Loan Parties in this Amendment and/or in any other Loan Document shall be true and correct in all material respects on and as of the date hereof except (i) to the extent that any such representation or warranty relates to a specific date, in which case such representation and warranty shall be true and correct in all material respects as of such earlier date and (ii) that such materiality qualifier shall not be applicable to any representations and warranties that are already qualified or modified by materiality in the text thereof; (g) all reasonable and documented fees and out-of-pocket expenses under the Credit Agreement and this Amendment (including the outstanding fees and expenses of Agent, including without limitation, legal fees and expenses) have been paid by the Loan Parties to the extent such fees and expenses have been invoiced to Borrowers; and (h) Agent shall have received a fully executed copy of an amendment to the ABL Credit Agreement, dated the date hereof, among the Borrowers, the Guarantors, the Parent happened in due and ▇▇▇▇▇ Fargo Bank, National Association as the sole lenders party thereto (the “ABL Amendment”), which shall be in form and substance reasonably satisfactory to the Agent, the conditions to effectiveness of the ABL Amendment shall have been satisfied and the ABL Amendment shall be in full force and effectstrict compliance with all applicable laws.

Conditions to Effectiveness. This Amendment shall become be deemed effective only as of the day and year set forth above (the “Amendment Effective Date”) upon the satisfaction in full (or waiver) of the following conditions precedent(in each case, in form and substance reasonably acceptable to the Agent) on or prior to February 12, 2015: (a) Agent shall have received counterparts hereof, duly executed and delivered by all the parties hereto; (b) The Agent shall have received a fully executed copy of this Amendment duly executed by each of Obligor, the SWIMS Purchase Agreement Required Lenders and the SWIMS Subordinated Note, each of which shall be in full force and effect substantially concurrently with the effectiveness of this Amendment, and the SWIMS Acquisition shall be consummated in accordance with the SWIMS Purchase Agreement substantially concurrently with the effectiveness of this Amendment; (c) no Default or Event of Default shall have occurred and be continuing on the date hereof; (d) Borrowers have provided Agent with a due diligence package relative to the SWIMS Acquisition, including an acquisition overview, investment highlights, sources and uses for the SWIMS acquisition, and SWIMS’ historical and forecasted profit and loss statementsAgent, in form and substance reasonably satisfactory to the Agent;. (eb) Parent shall have received (or shall, substantially concurrently with the effectiveness hereof receive) the proceeds of the issuance of the SWIMS Subordinated Note in the amount of $13,000,000, all of the proceeds of which shall have been (or, substantially concurrently with the effectiveness hereof, shall be) used to finance the purchase price and related transaction expenses paid by DFBG SWIMS to consummate the SWIMS Acquisition; (f) each of the The representations and warranties made by of the Loan Parties in this Amendment and/or in any other Loan Document Obligors contained herein shall be true and correct in all material respects on and as of the date hereof except (i) to the extent that any such representation or warranty relates to a specific date, unless qualified by materiality in which case such representation representations and warranty warranties shall be true and correct in all material respects correct. (c) There shall exist no Default or Event of Default. (d) The Borrower shall have paid-down the principal balance of the outstanding Revolving Loans by an amount equal to $35,000,000. (e) The Agent shall have received from the Borrower, for the account of the Approving Lenders (as defined below) (including Bank of America), the Upfront Fee. (f) The Agent shall have received from the Borrower such earlier date other fees and (ii) that such materiality qualifier shall not be applicable to any representations and warranties expenses that are already qualified or modified by materiality payable in connection with the text thereof;consummation of the transactions contemplated hereby and Agent’s counsel shall have received from the Borrower payment of all outstanding fees and expenses previously incurred and all fees and expenses incurred in connection with this Amendment. (g) all reasonable and documented fees and out-of-pocket expenses under the Credit Agreement and this Amendment (including the outstanding fees and expenses of Agent, including without limitation, legal fees and expenses) have been paid by the Loan Parties to the extent such fees and expenses have been invoiced to Borrowers; and (h) The Agent shall have received a fully executed copy an opinion or opinions of an amendment counsel for the Obligors, dated as of the Amendment Effective Date and addressed to the ABL Credit Agreement, dated Agent and the date hereof, among the Borrowers, the Guarantors, the Parent and ▇▇▇▇▇ Fargo Bank, National Association as the sole lenders party thereto (the “ABL Amendment”)Lenders, which shall be in form and substance reasonably satisfactory to the Agent. (h) The Obligors shall have delivered to the Agent such other supporting documents and certificates as the Agent, the conditions to effectiveness of Lenders or their respective counsel may reasonably request. (i) All other documents, legal and regulatory matters in connection with the ABL Amendment shall have been satisfied and the ABL transactions contemplated by this Amendment shall be reasonably satisfactory in full force form and effectsubstance to the Agent and its counsel. For purposes of determining compliance with the conditions specified in this Section 4, the Agent’s and any Lender’s execution and delivery of this Amendment shall be deemed to constitute their approval and acceptance of, or its satisfaction with, each document or other matter required under this Section 4 to be approved by or acceptable or satisfactory to the Agent and/or any such Lender.

Conditions to Effectiveness. This Amendment Agent, Collateral Agent or any Lender shall become effective only upon the satisfaction in full have no obligation to take, fulfill, or perform any action hereunder, until each of the following conditions precedenthave been satisfied to Agent's and each Lender's complete satisfaction (the "Effective Date"); provided that the Effective Date shall occur within two (2) days of July 15, 1999 : (a1) Agent the Loan Documents set forth in the Schedule of Documents shall have received counterparts hereof, been duly executed and delivered by all the appropriate parties heretoto Agent; (b2) Agent shall have received a fully executed copy evidence satisfactory to Agent and each Lender that Borrower has obtained all consents and acknowledgments of each of all Persons and Governmental Authorities whose consents or acknowledgments may be required pursuant to the SWIMS Purchase terms of, or prior to the execution and delivery of, this Agreement and the SWIMS Subordinated Note, each other Loan Documents and the consummation of which shall be the transactions contemplated hereby and thereby and such consents or acknowledgments have not been rescinded and remain in full force and effect substantially concurrently with the effectiveness of this Amendment, and the SWIMS Acquisition shall be consummated in accordance with the SWIMS Purchase Agreement substantially concurrently with the effectiveness of this Amendmenteffect; (c3) Agent shall have received evidence satisfactory to Agent and each Lender of payment by Borrower of the Effective Date Closing Fee and all other fees, costs, and expenses (including, but not limited to, traveling expenses and fees of counsel to Agent and the Lenders presented as of the Effective Date) to the extent then due and payable as of the Effective Date; provided, however, that nothing contained in this Section 2.1 shall relieve Borrower from its obligation under this Agreement to pay for Fees and all other fees (including, but not limited to, fees of counsel to Agent and the Lenders), costs and expenses arising or invoiced after the Effective Date; (4) no Default action, proceeding, investigation, regulation or Event legislation shall have been instituted, threatened or proposed before any court, Governmental Authority or legislative body to enjoin, restrain or prohibit, or to obtain damages in respect of, or which is related to or arises out of, this Agreement or any other Loan Document or the consummation of Default the transactions contemplated hereby or thereby and which, in each Lender's sole judgment, would make it inadvisable to consummate the transactions contemplated by this Agreement or any other Loan Document; (5) since the date of Borrower's most recent annual audited financial statements delivered to Agent and the Lenders prior to the Effective Date, no event has occurred which has had, or could reasonably be expected to have, a Material Adverse Effect; (6) the Credit Parties' representations and warranties contained herein or in any of the other Loan Documents shall have been true and correct on and as of the Effective Date; (7) no event shall have occurred and be continuing on the date hereofcontinuing, which constitutes or would constitute a Default or an Event of Default; (d8) Agent shall have received copies of (X) Borrowers have provided Agent with the most recent audited and unaudited financial statements for Borrower on a due diligence package relative to the SWIMS Acquisition, including an acquisition overview, investment highlights, sources consolidated and uses for the SWIMS acquisitionnon-consolidated basis, and SWIMS’ historical (Y) and forecasted profit and loss statements, in form and substance reasonably satisfactory to Agentthe most recent unaudited financial statements of each of the other Credit Parties; (e9) Parent Borrower shall have received (or shalldelivered to Agent, substantially concurrently with the effectiveness hereof receive) the proceeds complete copies of the issuance most recent drafts of the SWIMS Subordinated Note in the amount of $13,000,000, all of the proceeds of which shall have been (or, substantially concurrently with the effectiveness hereof, shall be) used to finance the purchase price and related transaction expenses paid by DFBG SWIMS to consummate the SWIMS Acquisition; (f) each of the representations and warranties made by the Loan Parties in this Amendment and/or in any other Loan Document shall be true and correct in all material respects on and as of the date hereof except (i) to the extent that any such representation or warranty relates to a specific date, in which case such representation and warranty shall be true and correct in all material respects as of such earlier date and (ii) that such materiality qualifier shall not be applicable to any representations and warranties that are already qualified or modified by materiality in the text thereof; (g) all reasonable and documented fees and out-of-pocket expenses under the Credit Agreement and this Amendment (including the outstanding fees and expenses of Agent, including without limitation, legal fees and expenses) have been paid by the Loan Parties to the extent such fees and expenses have been invoiced to BorrowersAcquisition Documents; and (h10) Agent shall have received a fully executed copy an acknowledgment by CT Corporation System of an amendment to the ABL its acceptance of appointment as each Credit Agreement, dated the date hereof, among the Borrowers, the Guarantors, the Parent and ▇▇▇▇▇ Fargo Bank, National Association as the sole lenders party thereto (the “ABL Amendment”), which shall be in form and substance reasonably satisfactory to the Agent, the conditions to effectiveness Party's agent for service of the ABL Amendment shall have been satisfied and the ABL Amendment shall be in full force and effectprocess.

Conditions to Effectiveness. Section 2.1. This Fifth Amendment shall become effective only upon as the satisfaction in full date hereof when executed counterparts of this Fifth Amendment, duly executed by the Company and the holders of 51% of the outstanding Notes shall have been delivered to the Noteholders. The changes to the Note Purchase Agreement effectuated by Article I of this Fifth Amendment shall become effective on the date (such date, the “Fifth Amendment Effective Date”) when all of the following conditions precedenthave been satisfied: (a) Agent the Noteholders shall have received counterparts hereof, duly executed and delivered by all evidence reasonably satisfactory to them that the parties heretoBank Credit Agreement have been amended substantially as proposed in the from annexed hereto annexed hereto as Exhibit A; (b) Agent the holders of Notes shall have received a fully executed copy of each of evidence reasonably satisfactory to them that the SWIMS Purchase Agreement and 2016 NPA has been amended substantially as proposed in the SWIMS Subordinated Note, each of which shall be in full force and effect substantially concurrently with the effectiveness of this Amendment, and the SWIMS Acquisition shall be consummated in accordance with the SWIMS Purchase Agreement substantially concurrently with the effectiveness of this Amendmentform annexed hereto as Exhibit B; (c) no Default or Event the representations and warranties of Default shall have occurred the Company set forth Section 5 of the Note Purchase Agreement, as amended by this Fifth Amendment, are true and be continuing correct on and with respect to the date hereof; (d) Borrowers have provided Agent with a due diligence package relative the fees and expenses of ▇▇▇▇▇▇▇ and ▇▇▇▇▇▇, LLP, counsel to the SWIMS AcquisitionNoteholders, including an acquisition overview, investment highlights, sources and uses for shall have been paid by the SWIMS acquisition, and SWIMS’ historical and forecasted profit and loss statementsCompany, in form connection with the negotiation, preparation, approval, execution and substance reasonably satisfactory to Agentdelivery of this Fifth Amendment; and; (e) Parent shall have received (The Company has not paid any consideration in connection with this Fifth Amendment or shallany similar amendment, substantially concurrently with the effectiveness hereof receive) the proceeds waiver or modification in respect of other Debt of the issuance of the SWIMS Subordinated Note in the amount of $13,000,000, all of the proceeds of which shall have been (or, substantially concurrently with the effectiveness hereof, shall be) used to finance the purchase price and related transaction expenses paid by DFBG SWIMS to consummate the SWIMS Acquisition; (f) each of the representations and warranties made by the Loan Parties in this Amendment and/or in any Company other Loan Document shall be true and correct in all material respects on and as of the date hereof except (i) to the extent that any such representation or warranty relates to a specific date, in which case such representation and warranty shall be true and correct in all material respects as of such earlier date and (ii) that such materiality qualifier shall not be applicable to any representations and warranties that are already qualified or modified by materiality in the text thereof; (g) all reasonable and documented fees and out-of-pocket expenses under the Credit Agreement and this Amendment (including the outstanding than legal fees and expenses in connection with the execution and delivery of Agent, including without limitation, legal fees this Fifth Amendment and expenses) have been paid by the Loan Parties that certain Fifth Amendment to the extent such fees and expenses have been invoiced to Borrowers; and (h) Agent shall have received a fully executed copy Bank Credit Agreement dated as of an amendment to the ABL Credit AgreementFebruary 10th, dated the date hereof, among the Borrowers, the Guarantors, the Parent and ▇▇▇▇▇ Fargo Bank, National Association as the sole lenders party thereto (the “ABL Amendment”), which shall be in form and substance reasonably satisfactory to the Agent, the conditions to effectiveness of the ABL Amendment shall have been satisfied and the ABL Amendment shall be in full force and effect2023.

Conditions to Effectiveness. This The effectiveness of the Third Amendment shall become effective only upon Incremental Term Loan Commitment, the funding of the Third Amendment Incremental Term Loans and the effectiveness of the amendments to the Credit Agreement set forth herein are each subject to the satisfaction (or waiver by (x) the Consenting Lenders in full the case of Section 2 hereof and (y) the Third Amendment Incremental Term Loan Lenders in the case of Section 3 hereof) of each of the following conditions precedent:(the date on which such conditions shall have been so satisfied or waived, the “Third Amendment Effective Date”): (a) the Administrative Agent shall have executed a counterpart of this Amendment and received counterparts hereof, duly (i) a counterpart to this Amendment executed and delivered by all the parties heretoBorrower and Holdings, (ii) a counterpart to this Amendment from existing Lenders sufficient to constitute Required Lenders (without giving effect to the Third Amendment Incremental Term Loans) and (ii) the executed Lender Addendum by the Third Amendment Incremental Term Loan Lenders; (b) on and as of the Third Amendment Effective Date, the representations and warranties of each Loan Party set forth in the Loan Documents shall be true and correct in all material respects (except that any representation and warranty that is qualified as to “materiality” or “Material Adverse Effect” shall be true and correct in all respects as so qualified), in each case, on and as of the Third Amendment Effective Date and after giving effect to the Third Amendment Incremental Term Loans and the amendments made pursuant to this Amendment on the Third Amendment Effective Date (except in the case of any representation and warranty which specifically refers to an earlier date, such representation and warranty shall have been true and correct in all material respects as of such earlier date); (c) the Borrower shall have paid all expenses required to be paid by the Borrower to the Administrative Agent and the Third Amendment Incremental Term Loan Lenders on or before the Third Amendment Effective Date, including the reasonable and documented out-of-pocket expenses of Milbank LLP, counsel to the Administrative Agent (which fees may be offset against the proceeds of the Third Amendment Incremental Term Loans funded on the Third Amendment Effective Date), in each case, to the extent invoiced at least two (2) Business Days prior to the Third Amendment Effective Date (except as otherwise reasonably agreed by the Borrower); (d) the Administrative Agent shall have received a fully certificate dated the Third Amendment Effective Date and executed copy by a Responsible Officer of each of the SWIMS Purchase Agreement Loan Parties, certifying that attached thereto is a true and complete copy of resolutions or written consents of its board of directors or other relevant governing body or Person, as the SWIMS Subordinated Notecase may be, each authorizing the execution, delivery and performance of this Amendment and any other Loan Document to which shall it is a party to be entered into as of the Third Amendment Effective Date, and that such resolutions or written consents have not been modified, rescinded or amended and are in full force and effect substantially concurrently with the effectiveness of this Amendmentwithout amendment, and the SWIMS Acquisition shall be consummated in accordance with the SWIMS Purchase Agreement substantially concurrently with the effectiveness of this Amendmentmodification or rescission; (ce) the Administrative Agent shall have received a certificate from the chief financial officer, chief accounting officer or other Responsible Officer of the Borrower attesting to the Solvency of the Borrower and its Restricted Subsidiaries on a consolidated basis after giving effect to this Amendment on the Third Amendment Effective Date, substantially in the form of Exhibit L to the Credit Agreement; (f) no Default or Event of Default shall have occurred and be continuing on the date hereofThird Amendment Effective Date after giving effect to this Amendment and the Third Amendment Incremental Term Loans on the Third Amendment Effective Date; (dg) Borrowers have provided the Administrative Agent with a due diligence package relative to the SWIMS Acquisition, including an acquisition overview, investment highlights, sources and uses for the SWIMS acquisition, and SWIMS’ historical and forecasted profit and loss statements, in form and substance reasonably satisfactory to Agent; (e) Parent shall have received an officer’s certificate from a Responsible Officer of Holdings and dated the Third Amendment Effective Date, certifying that (or shall, substantially concurrently with the effectiveness i) each condition set forth in Sections 4(b) and 4(f) hereof receive) the proceeds of the issuance of the SWIMS Subordinated Note in the amount of $13,000,000, all of the proceeds of which shall have been (or, substantially concurrently with the effectiveness hereof, shall be) used to finance the purchase price and related transaction expenses paid by DFBG SWIMS to consummate the SWIMS Acquisition; (f) each of the representations and warranties made by the Loan Parties in this Amendment and/or in any other Loan Document shall be true and correct in all material respects satisfied on and as of the date hereof except (i) to the extent that any such representation or warranty relates to a specific date, in which case such representation and warranty shall be true and correct in all material respects as of such earlier date Third Amendment Effective Date and (ii) that such materiality qualifier shall not be applicable the Third Amendment Incremental Term Loans comply with the provisions of Section 2.16 of the Credit Agreement after giving effect to any representations and warranties that are already qualified or modified by materiality the amendments set forth in the text thereofSection 2 hereof; (gh) all reasonable the Administrative Agent shall have received the legal opinion of Skadden, Arps, Slate, M▇▇▇▇▇▇ & F▇▇▇ LLP, acting as New York counsel for the Borrower and documented fees and out-of-pocket expenses under the Credit Agreement and this Amendment (including the outstanding fees and expenses of Agenteach other Loan Party, including without limitation, legal fees and expenses) have been paid by the Loan Parties addressed to the extent such fees Administrative Agent and expenses have been invoiced the Third Amendment Incremental Term Loan Lenders and reasonably satisfactory to Borrowersthe Administrative Agent; and (hi) the Administrative Agent shall have received a fully executed copy of an amendment Loan Notice relating to the ABL Credit Agreement, dated Borrowing of the date hereof, among Third Amendment Incremental Term Loans on the Borrowers, Third Amendment Effective Date. Each Party to this Amendment hereby agrees that the Guarantors, the Parent and ▇▇▇▇▇ Fargo Bank, National Association as the sole lenders party thereto (the “ABL Amendment”), which amendments set forth in Section 2 hereof shall be in form and substance reasonably satisfactory effective immediately prior to the Agent, the conditions to effectiveness of the ABL Amendment shall have been satisfied amendments set forth in Section 3 hereof and the ABL making of the Third Amendment shall be in full force and effectIncremental Term Loans.

Conditions to Effectiveness. This Amendment shall become effective only upon Effectiveness of the Plan will be subject to the satisfaction in full of customary conditions, including the following (as applicable): i. the Definitive Documents (as defined in the RSA) will contain terms and conditions precedent: (a) Agent shall have received counterparts hereof, duly executed and delivered by consistent in all the parties hereto; (b) Agent shall have received a fully executed copy of each of the SWIMS Purchase Agreement material respects with this Term Sheet and the SWIMS Subordinated NoteRSA, each of which and otherwise satisfactory or reasonably satisfactory, as applicable, in form and substance to the Required Consenting Senior Noteholders; ii. the RSA shall be remain in full force and effect substantially concurrently with the effectiveness of this Amendmentand shall not have been terminated, and the SWIMS Acquisition there shall be consummated in accordance with no default thereunder; iii. the SWIMS Purchase Agreement substantially concurrently with Bankruptcy Court will have entered the effectiveness of this Amendment; (c) no Default or Event of Default shall have occurred and be continuing on the date hereof; (d) Borrowers have provided Agent with a due diligence package relative to the SWIMS Acquisition, including an acquisition overview, investment highlights, sources and uses for the SWIMS acquisition, and SWIMS’ historical and forecasted profit and loss statementsConfirmation Order, in form and substance reasonably satisfactory acceptable to Agent; (e) Parent shall the Required Consenting Senior Noteholders, and such Confirmation Order will not have received (been reversed, stayed, amended, modified, dismissed, vacated, or shallreconsidered; iv. to the extent an Exit Facility is entered into, substantially concurrently with all conditions precedent to the effectiveness hereof receive) the proceeds of the issuance of the SWIMS Subordinated Note in the amount of $13,000,000, all of the proceeds of which Exit Facility shall have been (orsatisfied or duly waived, substantially concurrently with and the effectiveness hereof, shall be) used to finance the purchase price and related transaction expenses paid by DFBG SWIMS to consummate the SWIMS Acquisition; (f) each of the representations and warranties made by the Loan Parties in this Amendment and/or in any other Loan Document shall be true and correct in all material respects on and as of the date hereof except (i) to the extent that any such representation or warranty relates to a specific date, in which case such representation and warranty shall be true and correct in all material respects as of such earlier date and (ii) that such materiality qualifier shall not be applicable to any representations and warranties that are already qualified or modified by materiality in the text thereof; (g) all reasonable and documented fees and out-of-pocket expenses under the Credit Agreement and this Amendment (including the outstanding fees and expenses of AgentExit Facility, including without limitationall documentation related thereto, legal fees and expenses) have been paid by the Loan Parties to the extent such fees and expenses have been invoiced to Borrowers; and (h) Agent shall have received a fully executed copy of an amendment to the ABL Credit Agreement, dated the date hereof, among the Borrowers, the Guarantors, the Parent and ▇▇▇▇▇ Fargo Bank, National Association as the sole lenders party thereto (the “ABL Amendment”), which shall be in form and substance reasonably satisfactory to the Agent, Required Consenting Senior Noteholders and the conditions to effectiveness Company and in effect; v. the final version of the ABL Amendment Plan, Plan Supplement, and all of the schedules, documents, and exhibits contained therein, and all other schedules, documents, supplements, and exhibits to the Plan shall be consistent with the RSA, and in form and substance acceptable or reasonably acceptable, as applicable, to the Required Consenting Senior Noteholders; vi. all waiting periods imposed by any Governmental Entity or Antitrust Authority in connection with the transactions contemplated by the Backstop Commitment Agreement shall have terminated or expired and all authorizations, approvals, consents or clearances under the Antitrust Laws in connection with the transactions contemplated by the Backstop Commitment Agreement shall have been satisfied obtained, (if applicable); vii. the Debtors shall have obtained all material authorizations, consents, regulatory approvals, rulings, or documents that are necessary to implement and effectuate the ABL Amendment Plan, including Bankruptcy Court approval, and each of the other transactions contemplated by the Restructuring, and such material authorizations, consents, regulatory approvals, rulings, or documents shall not be subject to unfulfilled conditions and shall be in full force and effect., and all applicable regulatory waiting periods will have expired;

Conditions to Effectiveness. This The effectiveness of this Amendment shall become effective only be subject to and conditioned upon the satisfaction in full United States Bankruptcy Court for the Southern District of New York, which is administering Delta’s case under Chapter 11 Case No. 05-17923 (ASH), (the “Bankruptcy Court”) having entered an order (collectively, the “Approval Order”) (A) approving this First Amendment, Amendment Number Six (the “Sixth Amendment”) dated of even date herewith to the Delta Connection Agreement dated as of June 7, 2002 among Delta, Chautauqua Airlines, Inc. (“Chautauqua”) and Republic (the “Chautauqua Delta Connection Agreement”) and the Letter Agreement dated of even date herewith among Chautauqua, Republic, Shuttle America and Delta (the “Letter Agreement”), (B) providing for Delta’s assumption of the following conditions precedent: Agreement (aas amended by this First Amendment) Agent and the Chautauqua Delta Connection Agreement (as amended by the Sixth Amendment) pursuant to Section 365 of the Bankruptcy Code, and (C) authorizing Delta to perform its obligations and exercise its rights under this First Amendment, the Sixth Amendment and the Letter Agreement to execute and deliver the other instruments and documents contemplated thereby and to consummate the transactions contemplated thereby. Such effectiveness shall also be conditional on any motion for rehearing or reconsideration of the Approval Order having been denied, and if the Approval Order shall have received counterparts hereofbeen appealed, duly executed and delivered by all the parties hereto; either (bi) Agent shall have received a fully executed copy of each no stay of the SWIMS Purchase Agreement and the SWIMS Subordinated Note, each of which Approval Order shall be in full force and effect substantially concurrently with the effectiveness or (ii) if such a stay has been granted by a court of this Amendmentcompetent jurisdiction, and the SWIMS Acquisition shall be consummated in accordance with the SWIMS Purchase Agreement substantially concurrently with the effectiveness of this Amendment; then (c) no Default or Event of Default shall have occurred and be continuing on the date hereof; (d) Borrowers have provided Agent with a due diligence package relative to the SWIMS Acquisition, including an acquisition overview, investment highlights, sources and uses for the SWIMS acquisition, and SWIMS’ historical and forecasted profit and loss statements, in form and substance reasonably satisfactory to Agent; (e) Parent shall have received (or shall, substantially concurrently with the effectiveness hereof receivex) the proceeds of the issuance of the SWIMS Subordinated Note in the amount of $13,000,000, all of the proceeds of which stay shall have been dissolved or (ory) a final order of a court having jurisdiction to hear such appeal shall have affirmed the Approval Order and the time allowed to appeal from such affirmance or to seek review or rehearing thereof shall have expired and no further hearing, substantially concurrently appeal or petition for certiorari can be taken or granted. Delta shall use its commercially reasonable efforts to obtain an Approval Order on a prompt basis after the parties have executed this First Amendment, the Sixth Amendment and the Letter Agreement, and in connection therewith will file an appropriate motion with the effectiveness hereofBankruptcy Court by no later than March 15, shall be) used to finance the purchase price and related transaction expenses paid by DFBG SWIMS to consummate the SWIMS Acquisition; (f) each of the representations and warranties made by the Loan Parties in this Amendment and/or in any other Loan Document shall be true and correct in all material respects on and as of the date hereof except (i) to the extent that any such representation or warranty relates to a specific date, in which case such representation and warranty shall be true and correct in all material respects as of such earlier date and (ii) that such materiality qualifier shall not be applicable to any representations and warranties that are already qualified or modified by materiality in the text thereof; (g) all reasonable and documented fees and out-of-pocket expenses under the Credit Agreement and this Amendment (including the outstanding fees and expenses of Agent, including without limitation, legal fees and expenses) have been paid by the Loan Parties to the extent such fees and expenses have been invoiced to Borrowers; and (h) Agent shall have received a fully executed copy of an amendment to the ABL Credit Agreement, dated the date hereof, among the Borrowers, the Guarantors, the Parent and ▇▇▇▇▇ Fargo Bank, National Association as the sole lenders party thereto (the “ABL Amendment”), which shall be in form and substance reasonably satisfactory to the Agent, the conditions to effectiveness of the ABL Amendment shall have been satisfied and the ABL Amendment shall be in full force and effect2007.

Conditions to Effectiveness. This Amendment shall become effective only upon as of and from the satisfaction in full of the following conditions precedent: Amendment Effective Date when (a) the Administrative Agent shall have received counterparts hereofof this Amendment that, duly executed and delivered by when taken together, bear the signatures of all the parties hereto; hereto and (b) each of the following conditions precedent shall have been satisfied in respect of this Amendment: (i) the Borrower shall have requested Borrowings under the Facility A Credit Agreement or the Facility B Credit Agreement to be made on the Amendment Effective Date immediately after the effectiveness of this Amend- ment in a principal amount equal to the aggregate principal amount of the Loans to be outstanding on such date immediately prior to the effectiveness of this Amendment (the "Outstanding Loans"), and arrangements shall have been made for the proceeds of such Borrowings to be applied on the Amendment Effective Date to repay in full the Outstanding Loans (it being agreed that, solely for purposes of Section 2.11(a) of the Facility A Credit Agreement, no Loans will be deemed to be outstanding on the Extension Date occurring on July 1, 1997); (ii) the Borrower shall have paid all fees and other amounts accrued for the accounts of or otherwise owed to the Lenders as of the Amendment Effective Date, whether or not at the time due and payable, including, subject to Section 8 below, amounts owed under Section 2.15 by reason of the repayment of the Outstanding Loans referred to in paragraph (i) above; (iii) the Administrative Agent shall have received a fully executed copy of each certificate, dated the Amendment Effective Date and signed by a Financial Officer of the SWIMS Purchase Agreement and the SWIMS Subordinated NoteBorrower, each of which shall be in full force and effect substantially concurrently with the effectiveness of this Amendment, and the SWIMS Acquisition shall be consummated in accordance with the SWIMS Purchase Agreement substantially concurrently with the effectiveness of this Amendment; confirming (cA) no Default or Event of Default shall have occurred and be continuing on the date hereof; (d) Borrowers have provided Agent with a due diligence package relative to the SWIMS Acquisition, including an acquisition overview, investment highlights, sources and uses for the SWIMS acquisition, and SWIMS’ historical and forecasted profit and loss statements, in form and substance reasonably satisfactory to Agent; (e) Parent shall have received (or shall, substantially concurrently with the effectiveness hereof receive) the proceeds of the issuance of the SWIMS Subordinated Note in the amount of $13,000,000, all of the proceeds of which shall have been (or, substantially concurrently with the effectiveness hereof, shall be) used to finance the purchase price and related transaction expenses paid by DFBG SWIMS to consummate the SWIMS Acquisition; (f) each of that the representations and warranties made by set forth in Article III of the Loan Parties in this Amendment and/or in any other Loan Document shall be Facility A Credit Agreement, as amended hereby, are true and correct in all material respects respects, with the same effect as though made on and as of the date hereof Amendment Effective Date, except (i) to the extent that any such representation or warranty relates to a specific date, in which case such representation and warranty shall be true and correct in all material respects as of such earlier date and (ii) that such materiality qualifier shall not be applicable to any representations and warranties expressly relate to an earlier date, and (B) that are already qualified no Event of Default or modified by materiality in Default has occurred and is continuing; (iv) the text thereof; (g) all reasonable Administrative Agent shall have received certified copies of the resolutions of the Board of Directors of the Borrower approving or authorizing approval of the execution and documented fees delivery of this Amendment and out-of-pocket expenses under the performance of the Facility A Credit Agreement and this Amendment as amended hereby; (including v) the outstanding fees and expenses of Agent, including without limitation, legal fees and expenses) have been paid by the Loan Parties to the extent such fees and expenses have been invoiced to Borrowers; and (h) Administrative Agent shall have received a fully executed copy certificate of the Secretary or an amendment to Assistant Secretary of the ABL Credit AgreementBorrower, dated the date hereofAmendment Effective Date, among the Borrowers, the Guarantors, the Parent and ▇▇▇▇▇ Fargo Bank, National Association (A) as the sole lenders party thereto (the “ABL Amendment”), which shall be in form and substance reasonably satisfactory to the Agent, absence of amendments to the conditions to effectiveness certificate of incorporation or the by-laws of the ABL Amendment Borrower since July 31, 1995 (or, in the event there shall have been satisfied any such amendments, setting forth copies thereof certified by the Secretary of State of Delaware in the case of amendments to the certificate of incorporation and by the ABL Secretary or an Assistant Secretary of the Borrower in the case of amendments to the by-laws), and (B) certifying the incumbency and signatures of the officer or officers of the Borrower signing this Amendment; (vi) the Administrative Agent shall have received a satisfactory and favorable written opinion of counsel for the Borrower, dated the Amendment Effective Date and addressed to the Lenders; and (vii) the Amendment Effective Date shall be in full force and effecthave occurred on or prior to June 30, 1997.

Conditions to Effectiveness. This Amendment The transactions contemplated by this Agreement shall become be deemed to be effective only upon the satisfaction in full as of the Effective Date, when the following conditions precedenthave been satisfied in a manner satisfactory to Lender: (a) Agent shall have received counterparts hereof, duly executed and delivered by all the parties hereto; (b) Agent shall have received a fully executed copy of each of the SWIMS Purchase Agreement and the SWIMS Subordinated Note, each of which shall be in full force and effect substantially concurrently with the effectiveness of this Amendment, and the SWIMS Acquisition shall be consummated in accordance with the SWIMS Purchase Agreement substantially concurrently with the effectiveness of this Amendment; (c) no Default or Event of Default shall have occurred and be continuing on the date hereof; (d) Borrowers have provided Agent with a due diligence package relative to the SWIMS Acquisition, including an acquisition overview, investment highlights, sources and uses for the SWIMS acquisition, and SWIMS’ historical and forecasted profit and loss statements, in form and substance reasonably satisfactory to Agent; (e) Parent shall have received (or shall, substantially concurrently with the effectiveness hereof receive) the proceeds of the issuance of the SWIMS Subordinated Note in the amount of $13,000,000, all of the proceeds of which shall have been (or, substantially concurrently with the effectiveness hereof, shall be) used to finance the purchase price and related transaction expenses paid by DFBG SWIMS to consummate the SWIMS Acquisition; (f) each of the representations and warranties made by the Loan Parties set forth in this Amendment and/or in any other Loan Document shall be Agreement are true and correct in all material respects on and as set forth in Section 5 above; (b) ▇▇▇▇▇▇ receives a fully executed copy of this Agreement; (c) ▇▇▇▇▇▇ receives payment of the reasonable and documented out-of-pocket fees and expenses of ▇▇▇▇▇▇’s counsel incurred in connection with this Agreement in immediately available funds to the extent invoiced on or prior to the date hereof hereof; 191329095_3 (d) the representations and warranties set forth in the Loan Documents (after giving effect to this Agreement) are true and correct in all material respects (without duplication of any materiality standards set forth therein), except (i) to the extent that any such representation or warranty relates representations and warranties specifically refer to a specific an earlier date, in which case such representation and warranty they shall be true and correct in all material respects as of such earlier date or the facts on which any of them were based have been changed by transactions contemplated or permitted by the Credit Agreement; (e) ▇▇▇▇▇▇ receives a Certificate certified by a Responsible Officer from Borrowers, in form and substance reasonably acceptable to Lender, attaching resolutions from the appropriate governing body of Borrowers which authorize the execution, delivery and performance of this Agreement and the transactions contemplated hereby, and such other items and documents as Lender shall reasonably request; (iif) that such materiality qualifier shall not be applicable ▇▇▇▇▇▇ receives a copy of an amendment to any representations the Term Loan Agreement reasonably acceptable to Lender pursuant to which, among other things, Term Loan Lender consents to the form and warranties that are already qualified or modified by materiality substance of this Agreement in accordance with Section 6.1 of the text thereofIntercreditor Agreement; (g) all reasonable and documented fees and out-of-pocket expenses after giving effect to this Agreement, no Default or Event of Default exists under the Credit Agreement and this Amendment (including the outstanding fees and expenses of Agent, including without limitation, legal fees and expenses) have been paid by the Loan Parties to the extent such fees and expenses have been invoiced to BorrowersAgreement; and (h) Agent shall have received a fully executed copy of an amendment to the ABL Credit Agreement, dated the date hereof, among the Borrowers, the Guarantors, the Parent and ▇▇▇▇▇▇ Fargo Bankreceives, National Association as in immediately available funds, a principal payment on the sole lenders party thereto (the “ABL Amendment”), which shall be in form and substance reasonably satisfactory to the Agent, the conditions to effectiveness outstanding balance of the ABL Amendment shall have been satisfied and the ABL Amendment shall be in full force and effectRevolving Credit Note equal to $5,000,000.

Conditions to Effectiveness. This Amendment shall become effective only (the “Amendment Effective Date”) upon the satisfaction in full of the following conditions precedent: (a) Agent shall have received counterparts hereofImmediately after giving effect to this Amendment, duly executed (i) the representations and delivered by all warranties contained in this Amendment, the parties hereto; (b) Agent shall have received a fully executed copy of each of the SWIMS Purchase Credit Agreement and the SWIMS Subordinated Note, each of which other Credit Documents shall be in full force correct on and effect substantially concurrently with as of the effectiveness date of this Amendment, Amendment as though made on and the SWIMS Acquisition as of such date (except where such representations and warranties relate to an earlier date in which case such representations and warranties shall be consummated in accordance with the SWIMS Purchase Agreement substantially concurrently with the effectiveness true and correct as of this Amendment; such earlier date) and (cii) no Default or Event of Default shall have occurred and be continuing on (or would result from this Amendment becoming effective in accordance with its terms). (b) Administrative Agent shall have received counterparts of this Amendment that bear the date hereof;signatures of each of Credit Parties, Agents and Lenders. (c) Administrative Agent shall have received the Fifth Amendment Fee Letter, duly executed by the parties thereto. (d) Borrowers Agents shall have provided Agent received the Cash Flow Forecast for the 13 week period ending May 24, 2008, together with a certificate of an Authorized Officer of Holdings stating that such Cash Flow Forecast has been prepared on a reasonable basis and in good faith and is based on assumptions believed by Credit Parties to be reasonable at the time made and from the best information then available to Credit Parties, which Cash Flow Forecast shall be in form and substance satisfactory to Agents. (e) Borrowers shall have paid to Administrative Agent, in immediately available funds, all amounts due diligence package relative and owing to any Agent or any Lender in connection with the Credit Documents. (f) Working Capital Agent shall have notified the depository institutions at which any Blocked Account is maintained to sweep all cash, on a daily basis, to Working Capital Agent, and Working Capital Agent shall have agreed to deliver all such funds to Administrative Agent’s Account on a daily basis, subject to the SWIMS Acquisition, including provisos contained in Section 5.15(b). (g) Administrative Agent shall have received a copy of an acquisition overview, investment highlights, sources and uses for the SWIMS acquisition, and SWIMS’ historical and forecasted profit and loss statementsamendment (or similar agreement), in form and substance reasonably satisfactory to Agents, duly executed by Credit Parties, Working Capital Agent; (e) Parent shall have received (or shall, substantially concurrently with and Working Capital Lenders amending and waiving the effectiveness hereof receive) the proceeds corresponding provisions of the issuance of the SWIMS Subordinated Note in the amount of $13,000,000, all of the proceeds of which shall have been (or, substantially concurrently with the effectiveness hereof, shall be) used to finance the purchase price and related transaction expenses paid by DFBG SWIMS to consummate the SWIMS Acquisition; (f) each of the representations and warranties made by the Loan Parties in this Amendment and/or in any other Loan Document shall be true and correct in all material respects on and as of the date hereof except (i) to the extent that any such representation or warranty relates to a specific date, in which case such representation and warranty shall be true and correct in all material respects as of such earlier date and (ii) that such materiality qualifier shall not be applicable to any representations and warranties that are already qualified or modified by materiality in the text thereof; (g) all reasonable and documented fees and out-of-pocket expenses under the Credit Agreement and this Amendment (including the outstanding fees and expenses of Agent, including without limitation, legal fees and expenses) have been paid by the Loan Parties to the extent such fees and expenses have been invoiced to Borrowers; and (h) Agent shall have received a fully executed copy of an amendment to the ABL Credit Working Capital Agreement, dated the date hereof, among the Borrowers, the Guarantors, the Parent and ▇▇▇▇▇ Fargo Bank, National Association as the sole lenders party thereto (the “ABL Amendment”), which shall be in form and substance reasonably satisfactory to the Agent, the conditions to effectiveness of the ABL Amendment shall have been satisfied and the ABL Amendment shall be in full force and effect.

Conditions to Effectiveness. This Amendment and the amendment and restatement of the Credit Agreement shall become effective only upon on the satisfaction in full date (the “Effective Date”) on which each of the following conditions precedent: (a) shall have occurred and the Administrative Agent shall have received counterparts hereofevidence reasonably satisfactory to it of such occurrence: (i) this Amendment shall have been executed by the Borrower, duly executed the Guarantors and delivered by all the parties hereto; Amended and Restated Lenders, (bii) the Administrative Agent shall have received a fully executed copy such documents and certificates as the Administrative Agent or its counsel may reasonably request relating to the organization, existence and good standing of each of the SWIMS Purchase Agreement Borrower and the SWIMS Subordinated NoteGuarantors, the authorization of the transactions under the Loan Documents and any other legal matters relating to each of which shall be in full force and effect substantially concurrently with the effectiveness of this Amendment, Borrower and the SWIMS Acquisition shall be consummated Guarantors, the Loan Documents or the transactions contemplated under the Loan Documents, all in accordance with form and substance satisfactory to the SWIMS Purchase Agreement substantially concurrently with Administrative Agent and its counsel, (iii) the effectiveness of this Amendment; (c) no Default or Event of Default Administrative Agent shall have occurred and be continuing on received the date hereof; (d) Borrowers have provided Agent with a due diligence package relative favorable written opinion of counsel to the SWIMS AcquisitionLoan Parties, including an acquisition overview, investment highlights, sources and uses for dated the SWIMS acquisition, and SWIMS’ historical and forecasted profit and loss statementsEffective Date, in form and substance reasonably satisfactory to Agent; the Administrative Agent and its counsel, (e) Parent shall have received (or shall, substantially concurrently with the effectiveness hereof receiveiv) the proceeds of the issuance of the SWIMS Subordinated Note payments and repayments specified in the amount of $13,000,000, all of the proceeds of which paragraph 7 below shall have been made, (orv) before November 23, substantially concurrently with 2007, the effectiveness hereof, Bankruptcy Court shall be) used to finance the purchase price have entered an order reasonably satisfactory in form and related transaction expenses paid by DFBG SWIMS to consummate the SWIMS Acquisition; (f) each of the representations and warranties made by the Loan Parties in this Amendment and/or in any other Loan Document shall be true and correct in all material respects on and as of the date hereof except (i) substance to the extent that any such representation or warranty relates to a specific date, in which case such representation Administrative Agent authorizing the amendment and warranty shall be true and correct in all material respects as restatement of such earlier date and (ii) that such materiality qualifier shall not be applicable to any representations and warranties that are already qualified or modified by materiality in the text thereof; (g) all reasonable and documented fees and out-of-pocket expenses under the Credit Agreement and in accordance with this Amendment (including and the outstanding fees and expenses of Agent, including without limitation, legal fees and expenses) have been paid payment by the Loan Parties Borrower to the extent such Administrative Agent of all fees referred to herein or in that certain Third Amendment Amended and expenses have been invoiced to Borrowers; and (h) Agent shall have received a fully executed copy of an amendment to the ABL Credit Agreement, Restated Fee Letter dated the date hereof, among (vi) the Borrowers, Administrative Agent shall have received an amendment fee for the Guarantors, the Parent account of each Amended and ▇▇▇▇▇ Fargo Bank, National Association as the sole lenders party thereto (the “ABL Amendment”), which shall be in form Restated Lender that has executed and substance reasonably satisfactory delivered a signature page hereto to the AgentAdministrative Agent no later than 3:00 p.m. (New York City time) on November 19, 2007 (or such later deadline as may be indicated by the conditions Administrative Agent for receipt of signature) in an amount equal to effectiveness 100 basis points of the ABL Amendment Commitments of each such Amended and Restated Lender, as set forth on Annex A to the document attached as Exhibit A hereto and (vii) the Administrative Agent shall have been satisfied and the ABL Amendment shall be received payment in cash in full force and effectof any fees owing to the Administrative Agent pursuant to that certain Third Amendment Fee Letter dated the date hereof.

Conditions to Effectiveness. This Amendment (except as set forth in Sections 6.A. and 6.B. below) shall become effective upon the execution of a counterpart hereof by each of the Borrowers, the Borrowers’ Agent, ASA Biofuels, the Lenders, the Administrative Agent, the Collateral Agent and the Accounts Bank. A. The provisions of Sections 2 and 4 of this Amendment shall become effective only upon on the satisfaction in full date on which each of the following conditions precedentprovisions are satisfied in a manner satisfactory to the Administrative Agent (the “ASA Biofuels Conversion Date”), provided that such provisions shall not become effective and shall be deemed to be null and void if the ASA Biofuels Conversion Date does not occur by the earlier of (x) the IPO Date and (y) twelve (12) months following the execution of this Amendment: (ai) a counterpart of this Amendment shall have been executed by each of the parties hereto and delivered to the Administrative Agent; (ii) the Administrative Agent shall have received counterparts hereofsatisfactory evidence, including certificates of good standing from the Secretaries of State of each relevant jurisdiction, that ASA Biofuels is duly executed authorized as a corporation to carry on its business, and delivered by all the parties heretois duly organized, validly existing and in good standing in each jurisdiction in which it is required to be so authorized; (biii) the Administrative Agent shall have received a fully executed copy of each of the SWIMS Purchase Agreement legal opinion from ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, New York and the SWIMS Subordinated NoteDelaware counsel to ASA Biofuels, each of which shall be in full force and effect substantially concurrently with the effectiveness of this Amendment, and the SWIMS Acquisition shall be consummated in accordance with the SWIMS Purchase Agreement substantially concurrently with the effectiveness of this Amendment; (c) no Default or Event of Default shall have occurred and be continuing on the date hereof; (d) Borrowers have provided Agent with a due diligence package relative addressed to the SWIMS Acquisition, including an acquisition overview, investment highlights, sources Senior Secured Parties and uses for the SWIMS acquisition, and SWIMS’ historical and forecasted profit and loss statements, in form and substance reasonably satisfactory to the Administrative Agent, addressing such matters related to the conversion of ASA Biofuels and the Lien granted pursuant to the Holdings Pledge Agreement as the Administrative Agent may reasonably request; (e) Parent shall have received (or shall, substantially concurrently with the effectiveness hereof receiveiv) the proceeds of the issuance of the SWIMS Subordinated Note in the amount of $13,000,000, all of the proceeds of which shall have been (or, substantially concurrently with the effectiveness hereof, shall be) used to finance the purchase price and related transaction expenses paid by DFBG SWIMS to consummate the SWIMS Acquisition; (f) each of the representations and warranties made by the Loan Parties in this Amendment and/or in any other Loan Document shall be true and correct in all material respects on and as of the date hereof except (i) to the extent that any such representation or warranty relates to a specific date, in which case such representation and warranty shall be true and correct in all material respects as of such earlier date and (ii) that such materiality qualifier shall not be applicable to any representations and warranties that are already qualified or modified by materiality in the text thereof; (g) all reasonable and documented fees and out-of-pocket expenses under the Credit Agreement and this Amendment (including the outstanding fees and expenses of Agent, including without limitation, legal fees and expenses) have been paid by the Loan Parties to the extent such fees and expenses have been invoiced to Borrowers; and (h) Administrative Agent shall have received satisfactory copies or evidence, as the case may be, of the following actions in connection with the perfection of the Security: 1. acknowledgment copies or stamped receipt copies of a fully proper amendment of the UCC financing statements relating to the Holdings Pledge Agreement, duly filed with the Secretary of State of the State of Delaware; 2. the original certificates representing all Equity Interests in ASA Holdings reflecting ASAlliances Biofuels, Inc. as the owner shall have been delivered to the Collateral Agent, in each case together with a duly executed copy transfer power and irrevocable proxy in the form attached to the Holdings Pledge Agreement; 3. evidence of the completion of all other actions, recordings and filings of or with respect to the Holdings Pledge Agreement that the Administrative Agent may deem necessary or desirable in order to continue to perfect and protect the first-priority Liens created under the Holdings Pledge Agreement; (v) the Administrative Agent shall have received from ASA Biofuels a certificate of an amendment to Authorized Officer dated as of the ABL Credit AgreementASA Biofuels Conversion Date, dated upon which the date hereofAdministrative Agent and each Lender may conclusively rely, among the Borrowersas to: 1. resolutions of its members, the Guarantorsmanagers, the Parent and ▇▇▇▇▇ Fargo Bankdirectors or shareholders, National Association as the sole lenders party thereto case may be, then in full force and effect authorizing the conversion of ASA Biofuels into a corporation; 2. the incumbency and signatures of those of its officers and representatives authorized to execute and otherwise act with respect to each Financing Document to which it is party; and 3. ASA Biofuel’s Organic Documents (including a Certificate of Conversion and a Certificate of Incorporation duly filed with the “ABL Amendment”), Secretary of State of the State of Delaware) which shall be in form and substance reasonably satisfactory to the AgentRequired Lenders, the conditions to effectiveness of the ABL Amendment shall have been satisfied and the ABL Amendment shall be certifying that (A) such documents are in full force and effecteffect and no term or condition thereof has been amended from the form thereof delivered to the Administrative Agent and (B) no material breach, material default or material violation thereunder has occurred and is continuing; and (vi) the Borrowers’ Agent and ASA Biofuels shall have provided at least three (3) Business Days prior written notice to the Administrative Agent of the anticipated ASA Biofuels Conversion Date (the “ASA Biofuels Conversion Notice”), which notice shall set forth the full legal name of ASA Biofuels to be effective on the ASA Biofuels Conversion Date, and the Lenders acknowledge and agree that such notice will satisfy the notice requirements of Section 5.09 (Covenants of Pledgor—Name; Jurisdiction of Organization) of the Holdings Pledge Agreement. B. The provisions of Section 3 of this Amendment shall become effective on the date on which each of the following provisions are satisfied (the “IPO Date”), provided that such provisions shall not become effective and shall be deemed to be null and void if the IPO Date does not occur within twelve (12) months following the execution of this Amendment: (i) the condition set forth in Section 6A.(i) above shall have been satisfied; (ii) the initial public offering of shares of ASA Biofuels shall be consummated for an amount that equals or exceeds one hundred million Dollars ($100,000,000) (the “ASA Biofuels’ IPO”); and (iii) each of the Borrowers’ obligations set forth in Sections 5A. and 5B. of this Amendment shall be fully satisfied to the Administrative Agent’s satisfaction.

Conditions to Effectiveness. This Amendment shall become effective as of the date first above written (the “Amendment Effective Date”) when, and only upon the satisfaction in full of when, the following conditions precedent:have been satisfied (or waived by the Administrative Agent and the Lenders party hereto in their sole discretion): (a) The Administrative Agent shall have received, in immediately available funds, to the extent invoiced prior to the Amendment Effective Date, reimbursement or payment of all reasonable out-of-pocket costs and expenses of the Administrative Agent (including, but not limited to, the reasonable fees and expenses of counsel (including, but not limited to, one local counsel and any specialist counsel in each relevant jurisdiction) to the Administrative Agent) required to be reimbursed or paid by the Borrowers hereunder or under any other Loan Document. (b) The Administrative Agent shall have received the following documents, each document being dated the date of receipt thereof by the Administrative Agent (which date shall be the same for all such documents, except as otherwise specified below), in form and substance satisfactory to the Administrative Agent: (i) either (A) counterparts hereof, of this Amendment duly executed and delivered by all the parties hereto; (b) Agent shall have received a fully executed copy of each of the SWIMS Purchase Agreement Borrowers, the Majority Lenders, the Administrative Agent and the SWIMS Subordinated Note, each Fronting Banks or (B) written evidence satisfactory to the Administrative Agent (which may include telecopy or other electronic transmission of which shall be in full force and effect substantially concurrently with the effectiveness a signed signature page of this Amendment, and the SWIMS Acquisition shall be consummated in accordance with the SWIMS Purchase Agreement substantially concurrently with the effectiveness ) that such parties have signed counterparts of this Amendment; (cii) copies of all the Disclosure Documents (it being agreed that those Disclosure Documents publicly available on the SEC’s ▇▇▇▇▇ Database or on FE’s website no later than the Business Day immediately preceding the Amendment Effective Date will be deemed to have been delivered under this clause (ii) and the Lenders party hereto acknowledge receipt of each such Disclosure Document); (iii) an opinion of ▇▇▇▇▇ ▇. ▇▇▇▇▇▇, Associate General Counsel of FirstEnergy Service Company, counsel for the Borrowers; (iv) an opinion of ▇▇▇▇▇ Day, special counsel for the Borrowers; (v) good standing certificates with respect to FET issued no earlier than fifteen (15) days prior to the Amendment Effective Date; (vi) certified copies of (A) the resolutions of the Board of Directors of each Borrower approving this Amendment, the Amended Agreement and the other Loan Documents being executed and delivered in connection with this Amendment to which such Borrower is, or is to be, a party and (B) all documents evidencing any other necessary corporate action with respect to this Amendment, the Amended Agreement and such other Loan Documents; (vii) a certificate of the Secretary or an Assistant Secretary of each Borrower certifying (A) the names and true signatures of the officers of such Borrower authorized to sign this Amendment and each other Loan Document being executed and delivered in connection with this Amendment to which such Borrower is, or is to become, a party and the other documents to be delivered hereunder, (B) that attached thereto are true and correct copies of the Organizational Documents of such Borrower, in each case as in effect on such date, and (C) that attached thereto are true and correct copies of all governmental and regulatory authorizations and approvals (including such Borrower’s Approval) required for the due execution, delivery and performance by such Borrower of this Amendment, the Amended Agreement and each other Loan Document being executed and delivered in connection with this Amendment to which such Borrower is, or is to become, a party; and (viii) a certificate of an Authorized Officer of each Borrower (the statements in which shall be true) certifying that, both before and after giving effect to this Amendment, (A) no Default or event has occurred and is continuing that constitutes an Event of Default shall have occurred or an Unmatured Default with respect to such Borrower (other than the Relevant Events of Default) and be continuing on the date hereof; (dB) Borrowers have provided Agent with a due diligence package relative to the SWIMS Acquisition, including an acquisition overview, investment highlights, sources and uses for the SWIMS acquisition, and SWIMS’ historical and forecasted profit and loss statements, in form and substance reasonably satisfactory to Agent; (e) Parent shall have received (or shall, substantially concurrently with the effectiveness hereof receive) the proceeds of the issuance of the SWIMS Subordinated Note in the amount of $13,000,000, all of the proceeds of which shall have been (or, substantially concurrently with the effectiveness hereof, shall be) used to finance the purchase price and related transaction expenses paid by DFBG SWIMS to consummate the SWIMS Acquisition; (f) each of the representations and warranties made by of such Borrower contained in the Loan Parties in this Amendment and/or in any Amended Agreement and each other Loan Document shall be to which such Borrower is a party are true and correct in all material respects (or, in the case of any such representation or warranty already qualified by “Material Adverse Effect” or any other materiality qualification, true and correct in all respects) on and as of the Amendment Effective Date, as though made on and as of such date hereof except (i) to the extent that other than any such representation or warranty relates that by its terms refers to a specific date, in which case such representation and warranty shall be true and correct in all material respects as of such earlier date and (ii) that such materiality qualifier shall not be applicable to any representations and warranties that are already qualified or modified by materiality in the text thereofspecific date); (gc) all reasonable and documented fees and out-of-pocket expenses under the Credit Agreement and this Amendment (including the outstanding fees and expenses of Agent, including without limitation, legal fees and expenses) have been paid by the Loan Parties to the extent such fees and expenses have been invoiced to Borrowers; and (h) The Administrative Agent shall have received a fully executed copy of an amendment evidence, in form and substance satisfactory to the ABL Credit AgreementAdministrative Agent, that any defaults related to the occurrence of the Noncompliance Event under any agreements or instruments evidencing any existing Indebtedness of FE exceeding (or with undrawn commitments exceeding) $100,000,000 have been waived, and FET shall have certified to the Administrative Agent and the Lenders that no such defaults (other than such defaults that have been waived) exist. (i) FET shall have executed and delivered to the Administrative Agent the fee letter agreement, dated the date hereof, among between FET and the BorrowersAdministrative Agent and (ii) FET shall have paid (or caused to be paid) to the Administrative Agent, in immediately available funds, all of the fees payable in accordance with such fee letter agreement. (e) The Administrative Agent shall have received all documentation and information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including, without limitation, the GuarantorsPatriot Act and the Beneficial Ownership Regulation, the Parent and ▇▇▇▇▇ Fargo Bank, National Association as the sole lenders party thereto (the “ABL Amendment”), which shall be in form and substance reasonably satisfactory to the Agent, extent such documentation or information is requested by the conditions Administrative Agent on behalf of any Lender prior to effectiveness of the ABL Amendment shall have been satisfied and the ABL Amendment shall be in full force and effectEffective Date.

Conditions to Effectiveness. This The effectiveness of Sections 1(a), (b) and (c) and 2(a) hereof and the obligation of the Fourth Amendment shall become effective Term Lenders to make the Fourth Amendment Term Loans on the Fourth Amendment Effective Date are subject only upon to the satisfaction in full (or waiver by the Fourth Amendment Term Lenders) of the following conditions precedent:precedent (the date on which such conditions have been satisfied (or waived by the Fourth Amendment Term Lenders), the “Fourth Amendment Effective Date”): (a) The Administrative Agent shall have received executed counterparts hereofof this Amendment from the Borrower, duly executed Holdings, U.S. Holdco 1, U.S. Holdco 2, the other Guarantors party hereto, the Administrative Agent and delivered by all each of the parties hereto;Fourth Amendment Term Lenders. (b) Agent No Company Material Adverse Effect (as defined in the Acquisition Agreement in effect as of April 14, 2024) shall have received a fully executed copy of each occurred since the date of the SWIMS Purchase Agreement and Acquisition Agreement. (c) The Acquisition shall have been consummated, or substantially simultaneously with the SWIMS Subordinated Noteborrowing of the Fourth Amendment Term Loans, each of which shall be consummated, in full force and effect substantially concurrently with the effectiveness of this Amendment, and the SWIMS Acquisition shall be consummated all material respects in accordance with the SWIMS terms of the Acquisition Agreement in effect as of April 14, 2024, after giving effect to any modifications, amendments, consents or waivers by the Borrower (or any of its affiliates) thereto, other than those modifications, amendments, consents or waivers by the Borrower (or its affiliate) that are materially adverse to the interests of the Fourth Amendment Term Lenders or the Revolving Lenders in their capacities as such when taken as a whole (it being understood that any modification, amendment, consent or waiver to the definition of Company Material Adverse Effect shall be deemed to be materially adverse to the interests of the Fourth Amendment Term Lenders and the Revolving Lenders), unless consented to in writing by the Arrangers (such consent not to be unreasonably withheld, delayed or conditioned); provided that the Arrangers shall be deemed to have consented to such amendment, supplement, waiver or modification unless they shall object in writing thereto within three (3) Business Days of being notified or otherwise becoming aware of such amendment, waiver or modification; provided, further, that any modification, amendment or express waiver or consents by the Borrower (or its affiliate) that results in (a) a reduction in the Purchase Agreement substantially concurrently Price shall not be deemed to be materially adverse to the Fourth Amendment Term Lenders or the Revolving Lenders if such reduction is applied on a dollar for dollar basis to reduce the amount of the Fourth Amendment Term Commitments, provided that the Fourth Amendment Term Commitments shall not be reduced to an aggregate amount of less than $350,000,000 unless all commitments with respect thereto are reduced to zero and (b) an increase in the effectiveness Purchase Price shall not be deemed to be materially adverse to the Fourth Amendment Term Lenders or the Revolving Lenders if such increase is funded by (x) any common Equity Interests of this Amendment; Holdings or (cy) no Default or Event more than $75,000,000 of Default shall have occurred and be continuing on drawings under the date hereof;Revolving Facility. (d) Borrowers have provided Agent Substantially simultaneously with a due diligence package relative to the SWIMS borrowing of the Fourth Amendment Term Loans and the consummation of the Acquisition, including an acquisition overview, investment highlights, sources and uses for the SWIMS acquisition, and SWIMS’ historical and forecasted profit and loss statements, in form and substance reasonably satisfactory to Agent;Target Debt Refinancing shall be consummated. (e) Parent shall have received (Prior to or shall, substantially concurrently simultaneously with the effectiveness hereof receive) the proceeds borrowing of the issuance of Fourth Amendment Term Loans, the SWIMS Subordinated Note in the amount of $13,000,000, all of the proceeds of which Other Financing shall have been (or, substantially concurrently with consummated in an amount not less than the effectiveness hereof, shall be) used to finance the purchase price and related transaction expenses paid by DFBG SWIMS to consummate the SWIMS Acquisition;Minimum Other Financing Amount. (f) each of The Specified Acquisition Agreement Representations and the representations and warranties made by the Loan Parties in this Amendment and/or in any other Loan Document Specified Representations shall be true and correct in all material respects on such date (or in all respects, if separately qualified by materiality) on and as of the date hereof except Fourth Amendment Effective Date, and immediately after giving effect to, the incurrence of the Fourth Amendment Term Loans. The “Specified Acquisition Agreement Representations” means the representations and warranties (iif any) made by, or with respect to, the Target and its subsidiaries in the Acquisition Agreement as are material to the interests of the Lenders, but only to the extent that Holdings (or its affiliate) have the right (taking into account any such representation applicable notice and cure provisions) to terminate Holdings’ (and/or its affiliate’s) obligations under the Acquisition Agreement or warranty relates decline to a specific dateconsummate the Acquisition under the Acquisition Agreement (in each case, in which case such representation and warranty shall be true and correct in all material respects accordance with the terms thereof) as a result of a breach of such earlier date and (ii) that such materiality qualifier shall not be applicable to any representations and warranties that are already qualified or modified by materiality in the text thereof; (g) all reasonable Acquisition Agreement. The “Specified Representations” means the representations and documented fees and out-of-pocket expenses under the Credit Agreement and this Amendment (including the outstanding fees and expenses warranties of Agent, including without limitation, legal fees and expenses) have been paid by the Loan Parties set forth in Sections 5(a), 5(b)(ii) (solely to the extent such fees relating to clause (a) of the definition of “Requirement of Law” contained in the Credit Agreement), 5(c) and expenses have been invoiced to Borrowers; and 5(d) hereof (h) Agent shall have received a fully executed copy of an amendment solely to the ABL extent relating to Sections 3.08, 3.09, 3.10 (solely to the extent relating to the use of proceeds of the Fourth Amendment Term Loans and the Revolving Loans made on such date) and 3.16 of the Credit Agreement, dated the date hereof, among the Borrowers, the Guarantors, the Parent and ▇▇▇▇▇ Fargo Bank, National Association as the sole lenders party thereto (the “ABL Amendment”), which shall be in form and substance reasonably satisfactory to the Agent, the conditions to effectiveness of the ABL Amendment shall have been satisfied and the ABL Amendment shall be in full force and effect.

Conditions to Effectiveness. This The effectiveness of this First Amendment shall become (including the amendments contained in Article II, the acknowledgement contained in Section 2.1 and agreements contained in Article III but excluding this Article IV, which is effective only upon as of the date hereof) are subject to the satisfaction in full (or waiver) of the following conditions precedentconditions: (a) Agent SECTION 4.1 This First Amendment shall have received counterparts hereof, been duly executed by the Borrower, each Loan Party, the Administrative Agent and the New Term Lenders (whether pursuant to the execution and delivery of a Lender Consent, a Joinder or counterparts to this First Amendment, as applicable) and delivered by all to the parties hereto;Administrative Agent. (b) Agent shall have received a fully executed copy SECTION 4.2 At the time of each of and immediately after the SWIMS Purchase Agreement First Amendment Effective Date and the SWIMS Subordinated Notemaking of Refinancing Term Loans, each of which shall be in full force and effect substantially concurrently with the effectiveness of this Amendment, and the SWIMS Acquisition shall be consummated in accordance with the SWIMS Purchase Agreement substantially concurrently with the effectiveness of this Amendment; (c) no Default or Event of Default shall have occurred and be continuing on the date hereof;continuing. (d) Borrowers have provided Agent with a due diligence package relative to the SWIMS Acquisition, including an acquisition overview, investment highlights, sources and uses for the SWIMS acquisition, and SWIMS’ historical and forecasted profit and loss statements, in form and substance reasonably satisfactory to Agent; (e) Parent shall have received (or shall, substantially concurrently with the effectiveness hereof receive) the proceeds of the issuance of the SWIMS Subordinated Note in the amount of $13,000,000, all of the proceeds of which shall have been (or, substantially concurrently with the effectiveness hereof, shall be) used to finance the purchase price and related transaction expenses paid by DFBG SWIMS to consummate the SWIMS Acquisition; (f) each of the SECTION 4.3 The representations and warranties made by set forth in ARTICLE III of the Loan Parties Credit Agreement and those set forth in Article V of this First Amendment and/or in any other Loan Document shall be true and correct in all material respects on and as of the date hereof of the making of Refinancing Term Loans and the First Amendment Effective Date with the same effect as though made on and as of such date, except (i) to the extent that any such representation or warranty relates representations and warranties expressly relate to a specific an earlier date, in which case such representation representations and warranty warranties shall be true and correct in all material respects as of such earlier date date; provided, however, that any representation and warranty that is qualified as to “materiality” or “Material Adverse Effect” shall be true and correct in all respects on such respective dates. SECTION 4.4 The Administrative Agent shall have received a notice of Borrowing from the Borrower pursuant to Section 2.03 of the Amended and Restated Credit Agreement with respect to the Refinancing Term Loans. SECTION 4.5 The Administrative Agent shall have received, on behalf of itself and the New Term Lenders, satisfactory written opinions of ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ LLP, counsel for the Loan Parties, in each case (i) dated the First Amendment Effective Date and (ii) addressed to the Administrative Agent and the New Term Lenders, and in each case, each of their permitted assigns. The Loan Parties hereby request such counsel to deliver such opinions. SECTION 4.6 All fees required to be paid on the First Amendment Effective Date pursuant to that such materiality qualifier shall not be applicable to any representations certain Engagement Letter dated as of August 10, 2016 by and warranties that are already qualified or modified by materiality in between the text thereof; Borrower, Deutsche Bank Securities, Inc. and Credit Suisse Securities (gUSA) all LLC (the “Engagement Letter”) and reasonable and documented fees and out-of-pocket expenses under required to be paid on the Credit Agreement and this First Amendment (including Effective Date pursuant to the outstanding fees and expenses of AgentEngagement Letter, including without limitation, legal fees and expenses) have been paid by the Loan Parties to the extent such fees and expenses invoiced at least three (3) Business Days prior to the First Amendment Effective Date, shall, upon the First Amendment Effective Date, have been invoiced to Borrowers; andpaid. (h) Agent SECTION 4.7 The Borrower shall have received a fully executed copy applied, concurrently with the exchange of an amendment to the ABL Credit Agreement, dated Exchanged Term Loans with Refinancing Term Loans and the date hereof, among making of the BorrowersIncreased Term Loans and Additional Term Loans (if any), the Guarantors, Net Proceeds of the Parent and ▇▇▇▇▇ Fargo Bank, National Association as the sole lenders party thereto Refinancing Term Loans (the “ABL Amendment”if any), which shall be in form and substance reasonably satisfactory together with cash on hand, to the Agent, the conditions to effectiveness of the ABL Amendment shall have been satisfied and the ABL Amendment shall be prepay in full force and effectthe principal amount of all Existing Term Loans other than Exchanged Term Loans.

Conditions to Effectiveness. This Amendment shall become effective only upon on and as of the satisfaction in full of Business Day occurring on or before October 15, 2012 on which the following conditions precedent:precedent shall have been satisfied or waived in accordance with Section 10.01 of the Credit Agreement (such date, the “Second Amendment Date”): (a) The receipt by the Administrative Agent shall have received (or its counsel) of duly executed counterparts hereof, of this Amendment from each of the parties hereto (including counterparts duly executed and delivered by all Lenders constituting the parties hereto; (b) Agent shall have received a fully executed copy of each of “Required Lenders” under the SWIMS Purchase Agreement and the SWIMS Subordinated NoteCredit Agreement), each of which shall be in full force and effect substantially concurrently with the effectiveness of this Amendment, and the SWIMS Acquisition shall be consummated in accordance with the SWIMS Purchase Agreement substantially concurrently with the effectiveness of this Amendment;originals or facsimiles or “.pdf” files (followed promptly by originals). (cb) no No Default or Event of Default shall have occurred exist, or would result from the execution and be continuing on delivery of this Amendment or from the date hereof;related transactions. (dc) Borrowers have provided Agent with a due diligence package relative to the SWIMS Acquisition, including an acquisition overview, investment highlights, sources and uses for the SWIMS acquisition, and SWIMS’ historical and forecasted profit and loss statements, in form and substance reasonably satisfactory to Agent; (e) Parent shall have received (or shall, substantially concurrently with the effectiveness hereof receive) the proceeds of the issuance of the SWIMS Subordinated Note in the amount of $13,000,000, all of the proceeds of which shall have been (or, substantially concurrently with the effectiveness hereof, shall be) used to finance the purchase price and related transaction expenses paid by DFBG SWIMS to consummate the SWIMS Acquisition; (f) each of the The representations and warranties of the Borrower and Holdings made by the Loan Parties in pursuant to Section 2 of this Amendment and/or in any other Loan Document shall be true and correct in all material respects on and as of the date hereof except (i) to the extent that any such representation or warranty relates to a specific date, in which case such representation and warranty shall be true and correct in all material respects as of such earlier date and (ii) that such materiality qualifier shall not be applicable to any representations and warranties that are already qualified or modified by materiality in the text thereof;Second Amendment Date. (gd) all reasonable and documented fees and out-of-pocket All costs, fees, expenses under the Credit Agreement and this Amendment (including the outstanding fees and expenses of Agent, including without limitation, limitation legal fees and expenses, title premiums, survey charges and recording taxes and fees) and other compensation contemplated by Section 5 hereof or by the Credit Agreement, payable to the Administrative Agent (including on behalf of the Lenders) shall have been paid by the Loan Parties to the extent such fees and expenses due (and, in the case of expenses, invoiced in reasonable detail) required to be paid on the Second Amendment Date shall have been invoiced to Borrowers; andpaid. (he) Agent The Borrower shall have received a fully executed copy of an amendment paid to the ABL Credit AgreementAdministrative Agent on or prior to the Second Amendment Date, dated for the date hereofaccount of each Lender (other than any Defaulting Lender) that has unconditionally and irrevocably returned an executed signature page to this Amendment to the Administrative Agent (or its counsel) at or prior 12:00 p.m., among the BorrowersNew York City time on October 11, the Guarantors, the Parent and ▇▇▇▇▇ Fargo Bank, National Association as the sole lenders party thereto 2012 (the “ABL AmendmentConsent Deadline”), which shall be in form and substance reasonably satisfactory ) consenting to the Agentamendments set forth in Section 1 hereof, an amendment fee (the conditions “Amendment Fee”) in an amount equal to effectiveness 0.25% of the ABL Amendment sum of the aggregate principal amount of all of the Loans and Commitments of such Lender outstanding or in effect, as applicable, as of the Consent Deadline (it being understood that the Borrower shall have been satisfied and no liability to pay any of the ABL Amendment shall be in full force and effectFee if the Second Amendment Date does not occur).

Conditions to Effectiveness. This Amendment shall become effective as of the date first above written (the “Amendment Effective Date”) when, and only upon the satisfaction in full of when, the following conditions precedent:have been satisfied (or waived by the Administrative Agent and the Lenders party hereto in their sole discretion): (a) The Administrative Agent shall have received, in immediately available funds, to the extent invoiced prior to the Amendment Effective Date, reimbursement or payment of all reasonable out-of-pocket costs and expenses of the Administrative Agent (including, but not limited to, the reasonable fees and expenses of counsel (including, but not limited to, one local counsel and any specialist counsel in each relevant jurisdiction) to the Administrative Agent) required to be reimbursed or paid by the Borrowers hereunder or under any other Loan Document. (b) The Administrative Agent shall have received the following documents, each document being dated the date of receipt thereof by the Administrative Agent (which date shall be the same for all such documents, except as otherwise specified below), in form and substance satisfactory to the Administrative Agent: (i) either (A) counterparts hereof, of this Amendment duly executed and delivered by all the parties hereto; (b) Agent shall have received a fully executed copy of each of the SWIMS Purchase Agreement and Borrowers, the SWIMS Subordinated NoteLenders, each of which shall be in full force and effect substantially concurrently with the effectiveness of this AmendmentAdministrative Agent, and the SWIMS Acquisition shall be consummated in accordance with Fronting Banks or (B) written evidence satisfactory to the SWIMS Purchase Agreement substantially concurrently with the effectiveness Administrative Agent that such parties have signed counterparts of this Amendment; (cii) certified copies of (A) the resolutions of the Board of Directors of each Borrower approving this Amendment, the Credit Agreement and the Specified Transactions, and (B) all documents evidencing any other necessary corporate action with respect to this Amendment, the Credit Agreement and the Specified Transactions; (iii) a certificate of the Secretary or an Assistant Secretary of each Borrower certifying (A) the names and true signatures of the officers of such Borrower authorized to sign this Amendment and the other documents to be delivered hereunder, (B) that attached thereto are true and correct copies of the Organizational Documents of such Borrower, in each case as in effect on such date, and (C) that true and correct copies of all governmental and regulatory authorizations and approvals (including such Borrower’s Approval) required for the due execution, delivery and performance by such Borrower of this Amendment and the Credit Agreement have previously been delivered to the Administrative Agent and remain in full force and effect on such date; and (iv) a certificate of an Authorized Officer of each Borrower (the statements in which shall be true) certifying that, both before and after giving effect to this Amendment, (A) no Default or event has occurred and is continuing that constitutes an Event of Default shall have occurred or an Unmatured Default with respect to such Borrower and be continuing on the date hereof; (dB) Borrowers have provided Agent with a due diligence package relative to the SWIMS Acquisition, including an acquisition overview, investment highlights, sources and uses for the SWIMS acquisition, and SWIMS’ historical and forecasted profit and loss statements, in form and substance reasonably satisfactory to Agent; (e) Parent shall have received (or shall, substantially concurrently with the effectiveness hereof receive) the proceeds of the issuance of the SWIMS Subordinated Note in the amount of $13,000,000, all of the proceeds of which shall have been (or, substantially concurrently with the effectiveness hereof, shall be) used to finance the purchase price and related transaction expenses paid by DFBG SWIMS to consummate the SWIMS Acquisition; (f) each of the representations and warranties made by of such Borrower contained in the Loan Parties in this Amendment and/or in any Credit Agreement and each other Loan Document shall be to which such Borrower is a party are true and correct in all material respects (or in the case of any representation or warranty already qualified by materiality, true and correct in all respects) on and as of the Amendment Effective Date, as though made on and as of such date hereof except (i) to the extent that other than any such representation or warranty relates that by its terms refers to a specific date, in which case such representation and warranty shall be true and correct in all material respects as of such earlier date and (ii) that such materiality qualifier shall not be applicable to any representations and warranties that are already qualified or modified by materiality in the text thereof;specific date). (gc) The Administrative Agent shall have received all reasonable documentation and documented fees information required by regulatory authorities under applicable “know your customer” and outanti-of-pocket expenses under the Credit Agreement money laundering rules and this Amendment (including the outstanding fees and expenses of Agentregulations, including including, without limitation, legal fees the Patriot Act and expenses) have been paid by the Loan Parties Beneficial Ownership Regulation, to the extent such fees and expenses have been invoiced to Borrowers; and (h) documentation or information is requested by the Administrative Agent shall have received a fully executed copy on behalf of an amendment any Lender prior to the ABL Credit Agreement, dated the date hereof, among the Borrowers, the Guarantors, the Parent and ▇▇▇▇▇ Fargo Bank, National Association as the sole lenders party thereto (the “ABL Amendment”), which shall be in form and substance reasonably satisfactory to the Agent, the conditions to effectiveness of the ABL Amendment shall have been satisfied and the ABL Amendment shall be in full force and effectEffective Date.

Conditions to Effectiveness. This Amendment Increase Agreement and the 2015 Increase shall become effective only upon on the satisfaction in full date (the “Increase Effective Date”) when each of the following conditions precedentshall have been satisfied: (a) Agent this Increase Agreement shall have received counterparts hereof, duly been executed and delivered by all the parties heretoBorrower, each Guarantor, each Increase Lender, the Administrative Agent and the Swing Line Lender; (b) the Administrative Agent shall have received a fully executed copy received: (i) certified copies of resolutions of the Boards of Directors (or the equivalent governing body) of the Borrower and each Guarantor or statements of unanimous written consent in lieu thereof of each of such party approving the SWIMS Purchase matters set forth in this Increase Agreement and the SWIMS Subordinated Notetransactions contemplated herein, each of which and such resolutions or statements, as the case may be, shall be in full force and effect substantially concurrently with the effectiveness of this Amendment, and the SWIMS Acquisition shall be consummated in accordance with the SWIMS Purchase Agreement substantially concurrently with the effectiveness of this Amendment; (c) no Default or Event of Default shall have occurred and be continuing on the date hereof; (d) Borrowers have provided Agent with a due diligence package relative to the SWIMS Acquisition, including an acquisition overview, investment highlights, sources and uses for the SWIMS acquisition, and SWIMS’ historical and forecasted profit and loss statements, in form and substance reasonably satisfactory to the Administrative Agent;, (eii) Parent shall have received (or shallA) an executed opinion in a form reasonably satisfactory to the Administrative Agent of ▇▇▇▇▇ & ▇▇▇▇▇ LLP, substantially concurrently with legal advisers to the effectiveness hereof receiveLoan Parties on matters of New York law and (B) an executed opinion in a form reasonably satisfactory to the proceeds Administrative Agent of in-house counsel to the Borrower, and (iii) an officer’s certificate of a Responsible Officer of the issuance of Borrower certifying that (A) on the SWIMS Subordinated Note in Increase Effective Date, before and after giving pro forma effect to the amount of $13,000,0002015 Increase, all of the proceeds of which shall have been (or, substantially concurrently with the effectiveness hereof, shall be) used to finance the purchase price and related transaction expenses paid by DFBG SWIMS to consummate the SWIMS Acquisition; (f) each of the representations and warranties made by contained in Article V of the Loan Parties Credit Agreement and in this Amendment and/or in any the other Loan Document Documents shall be true and correct in all material respects; provided that any representation or warranty that is qualified as to “materiality”, “Material Adverse Effect” or similar language shall be true and correct in all respects on and as of the such date hereof except (i) to the extent that any such representation or warranty relates representations and warranties specifically refer to a specific an earlier date, in which case such representation and warranty they shall be true and correct in all material respects as of such earlier date and (ii) provided that such materiality qualifier shall not be applicable to any representations and warranties representation or warranty that are already is qualified or modified by materiality in the text thereof;), (B) since June 26, 2015, no event, circumstance or development shall have occurred that has had or could reasonably be expected to have a Material Adverse Effect, (C) on the Increase Effective Date, before and after giving pro forma effect to the 2015 Increase, no Default or Event of Default shall exist or would exist, (D) on the Increase Effective Date, before and after giving pro forma effect to the 2015 Increase, the Borrower shall be in pro forma compliance with all financial covenants set forth in Section 6.13 of the Credit Agreement as if the 2015 Increase had been in effect on the last day of the most recently ended fiscal quarter for which financial statements have been delivered pursuant to Section 6.12(b) or (c) of the Credit Agreement, and (E) the other requirements of Section 2.13(e) of the Credit Agreement, except as otherwise waived by each Existing Lender pursuant to Section 4(b) of this Increase Agreement, have been complied with in respect of the 2015 Increase, (gc) the Borrower shall have paid all fees and other amounts due and payable to the Administrative Agent, including, to the extent invoiced, reimbursement or payment of reasonable and documented fees and out-of-pocket expenses under in connection with this Increase Agreement and any other out-of-pocket expenses of the Administrative Agent, including the reasonable fees, charges and disbursements of counsel for the Administrative Agent, in each case as required to be paid or reimbursed pursuant to the Credit Agreement; (d) on the Increase Effective Date, before and after giving pro forma effect to the 2015 Increase, the representations and warranties contained in Article V of the Credit Agreement and this Amendment (including in the outstanding fees other Loan Documents shall be true and expenses of Agentcorrect in all material respects; provided that any representation or warranty that is qualified as to “materiality”, including without limitation, legal fees “Material Adverse Effect” or similar language shall be true and expenses) have been paid by the Loan Parties correct in all respects on such date except to the extent that such fees representations and expenses have been invoiced warranties specifically refer to Borrowersan earlier date, in which case they shall be true and correct in all material respects as of such earlier date (provided that such materiality qualifier shall not be applicable to any representation or warranty that already is qualified or modified by materiality in the text thereof); and (he) Agent shall have received a fully executed copy of an amendment on the Increase Effective Date, before and after giving pro forma effect to the ABL Credit Agreement2015 Increase, dated the date hereof, among the Borrowers, the Guarantors, the Parent and ▇▇▇▇▇ Fargo Bank, National Association as the sole lenders party thereto (the “ABL Amendment”), which no Default or Event of Default shall be in form and substance reasonably satisfactory to the Agent, the conditions to effectiveness of the ABL Amendment shall have been satisfied and the ABL Amendment shall be in full force and effectexist or would exist.

Conditions to Effectiveness. This Amendment shall become be effective only upon on the satisfaction in full date on which the Hedge Provider shall have received each of the following conditions precedentfollowing, in form and substance satisfactory to the Hedge Provider: (a) Agent shall written evidence in form and substance satisfactory to the Hedge Provider that (i) the Counterparty has sent a written request to the Lenders asking that the stated expiration date of the Letter of Credit provided by the Counterparty pursuant to the Master Transaction Agreement in the amount of $35,000,000 be extended to provide for expiry of the Letter of Credit no earlier than September 24, 2009 and (ii) any and all third party consents or waivers required in connection with this Amendment have received been obtained; (b) counterparts hereofof this Amendment, duly executed and delivered by all the parties hereto; (b) Agent shall have received a fully executed copy of each of the SWIMS Purchase Agreement Counterparty and the SWIMS Subordinated Note, each of which shall be in full force and effect substantially concurrently with the effectiveness of this Amendment, and the SWIMS Acquisition shall be consummated in accordance with the SWIMS Purchase Agreement substantially concurrently with the effectiveness of this AmendmentGuarantors; (c) no Default or Event written evidence of Default shall have occurred corporate authority satisfactory to the Hedge Provider, which may include an opinion of outside counsel, regarding the authority of Counterparty and be continuing on the date hereofall Guarantors to execute and deliver this Amendment and to fulfill their respective obligations hereunder; (d) Borrowers have provided Agent with a due diligence package relative to the SWIMS Acquisition, including an acquisition overview, investment highlights, sources and uses for the SWIMS acquisition, and SWIMS’ historical and forecasted profit and loss statements, written evidence in form and substance reasonably satisfactory to Agentthe Hedge Provider that the Credit Agreement Sixth Amendment has been fully executed and delivered by each party thereto; (e) Parent shall have received (or shall, substantially concurrently with the effectiveness hereof receive) seventh amendment to the proceeds of Schedule to the issuance of ISDA Master Agreement has been executed and delivered by the SWIMS Subordinated Note in Hedge Provider and the amount of $13,000,000, all of the proceeds of which shall have been (or, substantially concurrently with the effectiveness hereof, shall be) used to finance the purchase price and related transaction expenses paid by DFBG SWIMS to consummate the SWIMS AcquisitionCounterparty; (f) each of the representations and warranties made by Hedge Provider has received the Loan Parties Thirteenth Amendment Extension Fee in this Amendment and/or in any other Loan Document shall be true and correct in all material respects on and as of the date hereof except (i) to the extent that any such representation or warranty relates to a specific date, in which case such representation and warranty shall be true and correct in all material respects as of such earlier date and (ii) that such materiality qualifier shall not be applicable to any representations and warranties that are already qualified or modified by materiality in the text thereof;immediately available funds; and (g) all reasonable and documented fees and out-of-pocket expenses under the Credit Agreement and this Amendment (including the outstanding fees and expenses of Agent, including without limitation, legal fees and expenses) have been paid by the Loan Parties to the extent such fees and expenses have been invoiced to Borrowers; and (h) Agent shall have Hedge Provider has received a fully executed copy of an amendment to the ABL Credit Agreement, dated the date hereof, among the Borrowers, the Guarantors, the Parent and ▇▇▇▇▇ Fargo Bank, National Association as the sole lenders party thereto (the “ABL Amendment”), which shall be written evidence in form and substance reasonably satisfactory to the AgentHedge Provider that outside counsel to the Hedge Provider has received all of its documented legal fees and disbursements incurred up to and including the Amendment Effective Date, the conditions to effectiveness of the ABL Amendment shall have been satisfied which documented fees may include reasonable provisions for post-closing fees and the ABL Amendment shall be in full force and effectdisbursements.

Conditions to Effectiveness. This Amendment shall become effective only upon on the satisfaction in full date (the “Effective Date”) on which each of the following conditions precedent: (a) shall have occurred and the Administrative Agent shall have received counterparts hereofevidence reasonably satisfactory to it of such occurrence: (i) this Amendment shall have been executed by the Borrower, duly executed the Guarantors, the Required First Priority Participant Lenders, the Required Total Participant Lenders and delivered by all the parties heretoRequired Lenders; (bii) Agent shall have received a fully executed copy of each of the SWIMS Purchase Agreement and the SWIMS Subordinated Note, each of which shall be in full force and effect substantially concurrently with immediately prior to the effectiveness of this Amendment, and the SWIMS Acquisition shall be consummated in accordance with the SWIMS Purchase Agreement substantially concurrently with the effectiveness of this Amendment; (c) no Default or Event of Default (other than a Specified Default) shall have occurred and be continuing on the date hereofcontinuing; (da) Borrowers have provided Agent with a due diligence package relative to the SWIMS Acquisition, including an acquisition overview, investment highlights, sources Borrower and uses for the SWIMS acquisition, and SWIMS’ historical and forecasted profit and loss statements, in form and substance reasonably satisfactory to Agent; (e) Parent GM shall have received (or shall, substantially concurrently with the effectiveness hereof receive) the proceeds of the issuance of the SWIMS Subordinated Note in the amount of $13,000,000, all of the proceeds of which shall have been (or, substantially concurrently with the effectiveness hereof, shall be) used to finance the purchase price irrevocably executed and related transaction expenses paid by DFBG SWIMS to consummate the SWIMS Acquisition; (f) each of the representations and warranties made by the Loan Parties in this Amendment and/or in any other Loan Document shall be true and correct in all material respects on and as of the date hereof except (i) to the extent that any such representation or warranty relates to a specific date, in which case such representation and warranty shall be true and correct in all material respects as of such earlier date and (ii) that such materiality qualifier shall not be applicable to any representations and warranties that are already qualified or modified by materiality in the text thereof; (g) all reasonable and documented fees and out-of-pocket expenses under the Credit Agreement and this Amendment (including the outstanding fees and expenses of Agent, including without limitation, legal fees and expenses) have been paid by the Loan Parties to the extent such fees and expenses have been invoiced to Borrowers; and (h) Agent shall have received a fully executed copy of delivered an amendment to the ABL Credit GM-Delphi Agreement that extends the date by which (x) the Bankruptcy Court shall have held a hearing to approve the modifications to the Existing Reorganization Plan (such modifications shall provide for, among other things, the sale of certain assets of the Borrower and its Subsidiaries) and (y) the order from the Bankruptcy Court approving the modifications to the Existing Reorganization Plan shall have become final and non-appealable, from August 21, 2009 to no earlier than 8:00 p.m. (New York City time) on August 26, 2009, as set forth in the definition of “Sale Order Condition” and Sections 4.04(d)(iv) and 4.04(d)(v) of the GM-Delphi Agreement, dated the date hereof, among the Borrowers, the Guarantors, the Parent (b) such amendment shall have become fully effective and ▇▇▇▇▇ Fargo Bank, National Association as the sole lenders party thereto (the “ABL Amendment”), which c) such amendment shall be in form and substance reasonably satisfactory to the Administrative Agent, ; and (iv) the conditions Borrower shall have paid all invoiced expenses (including the fees and expenses of counsel to effectiveness the Administrative Agent) of the ABL Administrative Agent incurred in connection with the preparation, negotiation and execution of this Amendment shall and other matters relating to the Loan Documents in accordance with Section 10.05 of the Credit Agreement, and all invoiced expenses of the Lenders payable pursuant to any expense side letters entered into with the Borrower (as such expense side letters are amended, supplemented or modified), to the extent such side letters have been satisfied and approved by the ABL Amendment shall be in full force and effectBankruptcy Court.

Conditions to Effectiveness. This The effectiveness of this Second Amendment shall become effective only upon (including the amendments contained in Article III and agreements contained in Article I and Article II) are subject to the satisfaction in full (or written waiver) of the following conditions precedent:(the date of satisfaction of such conditions being referred to herein as the “Second Amendment Effective Date”): (a) Agent SECTION 4.1 This Second Amendment shall have received counterparts hereof, been duly executed by the Borrower, the Tranche B-3 Term Loan Lenders (whether pursuant to the execution and delivery of a Lender Consent or a Term Loan Joinder, as applicable), the Lenders under the Credit Agreement constituting at least the Required Lenders, the 2017 Revolving Credit Lenders and the Administrative Agent, and delivered to the Administrative Agent. The Term Loan Joinders shall have been duly executed by each Additional Tranche B-3 Term Loan Lender, such that, upon such execution by all Additional Tranche B-3 Term Loan Lenders, the parties heretoaggregate principal amount of the Exchanged Tranche B-2 Term Loans and the Additional Tranche B-3 Term Loans are equal to the aggregate principal amount of the Tranche B-2 Term Loans outstanding immediately prior to the Second Amendment Effective Date; (b) Agent SECTION 4.2 The Reaffirmation Agreement in the form attached hereto as Exhibit B shall have received a fully been duly executed copy of each by the Borrower and the other Guarantors in favor of the SWIMS Purchase Agreement and the SWIMS Subordinated Note, each of which shall be in full force and effect substantially concurrently with the effectiveness of this Amendment, and the SWIMS Acquisition shall be consummated in accordance with the SWIMS Purchase Agreement substantially concurrently with the effectiveness of this Amendment; (c) no Default or Event of Default shall have occurred and be continuing on the date hereof; (d) Borrowers have provided Agent with a due diligence package relative to the SWIMS Acquisition, including an acquisition overview, investment highlights, sources and uses for the SWIMS acquisition, and SWIMS’ historical and forecasted profit and loss statements, in form and substance reasonably satisfactory to Collateral Agent; SECTION 4.3 All fees and expenses required to be paid hereunder or pursuant to the Amended Credit Agreement and that certain Engagement Letter, dated as of November 6, 2017 (e) Parent shall have received (or shallthe “Engagement Letter”), substantially concurrently with by and between the effectiveness hereof receive) the proceeds of the issuance of the SWIMS Subordinated Note in the amount of $13,000,000, all of the proceeds of which Borrower and Barclays shall have been (orpaid in full in cash or will be paid in full in cash on the Second Amendment Effective Date, substantially concurrently with the effectiveness hereofincluding, shall be) used to finance the purchase price and related transaction expenses paid by DFBG SWIMS to consummate the SWIMS Acquisition; (f) each of the representations and warranties made by the Loan Parties in this Amendment and/or in any other Loan Document shall be true and correct in all material respects on and as of the date hereof except (i) to the extent that any such representation or warranty relates to a specific datewithout limitation, in which case such representation and warranty shall be true and correct in all material respects as of such earlier date and (ii) that such materiality qualifier shall not be applicable to any representations and warranties that are already qualified or modified by materiality in the text thereof; (g) all reasonable and documented fees and out-of-pocket expenses under incurred by the Refinancing Arranger, the Administrative Agent and their respective Affiliates in connection with the execution and delivery of this Second Amendment, in each case to the extent required by the Amended Credit Agreement and this Amendment (including the outstanding fees and expenses of Agent, including without limitation, legal fees and expenses) have been paid by the Loan Parties Engagement Letter; SECTION 4.4 Immediately after giving effect to the extent such fees transactions contemplated hereby the Borrower and expenses its Subsidiaries shall have been invoiced outstanding no Indebtedness or preferred Capital Stock other than (A) the Loans and other extensions of credit under the Amended Credit Agreement, (B) the Senior Notes and the New Senior Notes and (C) the other Indebtedness permitted to Borrowers; andbe incurred pursuant to Section 6.2 of the Amended Credit Agreement. (h) SECTION 4.5 The Administrative Agent shall have received a fully executed customary written opinion of Dechert LLP, counsel to the Borrower and its Subsidiaries; SECTION 4.6 The Administrative Agent shall have received a certificate signed by a Responsible Officer of the Borrower as to the matters set forth in Section 4.4, Section 4.8 and Section 4.9; SECTION 4.7 The Administrative Agent shall have received with respect to each Loan Party (i) a certificate as of a recent date of the good standing (or equivalent) under the laws of its jurisdiction of organization from the relevant authority of its jurisdiction of organization and (ii) a certificate of a Responsible Officer of each Loan Party dated the Second Amendment Effective Date and certifying to the effect (A) that attached thereto are copies of each Organizational Documents of such Credit Party and, to the extent applicable, certified as of the Second Amendment Effective Date or a recent date prior thereto by the relevant authority of its jurisdiction of organization, (B) that attached thereto is a true and complete copy of an amendment to resolutions or written consents duly adopted by the ABL Credit Agreementboard of directors or other governing body of each Loan Party authorizing the execution, dated the date hereof, among the Borrowers, the Guarantors, the Parent delivery and ▇▇▇▇▇ Fargo Bank, National Association as the sole lenders party thereto (the “ABL Amendment”), which shall be in form performance of this Second Amendment and substance reasonably satisfactory to the Agent, the conditions to effectiveness of the ABL Amendment shall have been satisfied any related Loan Documents and the ABL Amendment shall be borrowings hereunder and thereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, and (C) as to the incumbency and specimen signature of each officer executing this Second Amendment or any other document delivered in connection herewith on behalf of each Loan Party; SECTION 4.8 No Default or Event of Default has occurred and is continuing on the Second Amendment Effective Date both before and immediately after giving effect to the transactions contemplated hereby; SECTION 4.9 The representations and warranties of the Borrower and each of the Guarantors set forth in Article V of this Second Amendment are true and correct; SECTION 4.10 The Administrative Agent shall have received a certificate executed by the chief financial officer of the Borrower, in the form attached as Exhibit H of the Credit Agreement, which shall document the solvency of the Borrower and its Subsidiaries, on a consolidated basis, after giving effect to the transactions contemplated hereby; SECTION 4.11 The Administrative Agent and the Lenders shall have received a Compliance Certificate substantially in the form of Exhibit B of the Credit Agreement demonstrating compliance with requirements of Section 2.32(c)(ii) of the Credit Agreement; SECTION 4.12 Substantially simultaneously with the receipt of the proceeds of the Additional Tranche B-3 Term Loans, the Borrower shall have applied the aggregate proceeds of the Additional Tranche B-3 Term Loans to prepay in full the principal amount of all Tranche B-2 Term Loans other than Exchanged Tranche B-2 Term Loans, including all amounts due under Section 1.1 and Article II hereunder and any other cost reimbursements and other Obligations, if any, then due and owing to such Non-Exchanging Tranche B-2 Term Loan Lenders under the Credit Agreement (prior to the Second Amendment Effective Date); SECTION 4.13 The Borrower shall have provided, at least three (3) Business Days prior to the Second Amendment Effective Date, all information with respect to the Loan Parties reasonably requested by the Administrative Agent in writing at least ten (10) days prior to the Second Amendment Effective Date under applicable “know-your-customer” and anti-money laundering rules and regulations, including, without limitation, Patriot Act; and SECTION 4.14 The Administrative Agent shall have received a notice of borrowing, prior to 10:00 A.M., New York City time, one Business Day prior to the Second Amendment Effective Date.

Conditions to Effectiveness. This Amendment shall become effective only upon the satisfaction in full of the following conditions precedent: (a) Agent shall have received counterparts hereof, duly executed and delivered by all the parties hereto; (b) Agent shall have received a fully executed copy of each of the SWIMS Purchase Agreement and the SWIMS Subordinated Note, each of which shall be in full force and effect substantially concurrently with the effectiveness of this Amendment, and the SWIMS Acquisition shall be consummated in accordance with the SWIMS Purchase Agreement substantially concurrently with the effectiveness of this Amendment; (c) Provided that no Default or Event of Default shall have occurred and then exist, this First Amendment shall be continuing on deemed to be effective as of the date hereof; (d"EFFECTIVE DATE") Borrowers which is the later to occur of (a) June 28, 1996, and (b) the date on which the Administrative Agent shall have provided Agent with a due diligence package relative to received each of the SWIMS Acquisition, including an acquisition overview, investment highlights, sources and uses following for the SWIMS acquisition, benefit of the Banks and SWIMS’ historical and forecasted profit and loss statementsthe Agents, in form and substance reasonably satisfactory to Agent;the Administrative Agent and the Banks: (e) Parent shall have received (or shall, substantially concurrently with a. This First Amendment to Credit Agreement duly executed and delivered by the effectiveness hereof receive) the proceeds of the issuance of the SWIMS Subordinated Note in the amount of $13,000,000, all of the proceeds of which shall have been (or, substantially concurrently with the effectiveness hereof, shall be) used to finance the purchase price Company and related transaction expenses paid by DFBG SWIMS to consummate the SWIMS Acquisition; (f) each of the representations Agents and warranties made the Banks; b. The duly executed Ratification and Confirmation to Guaranty duly executed and delivered by the Loan Parties Ultimate Parent in favor of the Banks (a form of such Ratification and Confirmation is annexed as Exhibit B hereto) (the "ULTIMATE PARENT RATIFICATION"); c. The duly executed Ratification and Confirmation to Guaranty duly executed and delivered by the Parent in favor of the Banks (a form of such Ratification and Confirmation is annexed as Exhibit C hereto) (the "PARENT RATIFICATION"); d. The duly executed replacement Notes, as appropriate, to evidence the change in each Bank's respective Commitment amount with respect to the Loans (forms of such replacement Notes are annexed as Exhibits D-1 through D-12 hereto) (collectively, the "REVISED NOTES"); e. True, complete and accurate copies, duly certified by an officer of the Company, of all documents evidencing any necessary corporate action, resolutions, consents and governmental approvals, if any, required for the execution, delivery and performance of this Amendment and/or in First Amendment, the Revised Notes, and any other Loan Document shall be true document, instrument or agreement executed or delivered in connection therewith by the Company; f. True, complete and correct accurate copies, duly certified by an officer of the Ultimate Parent, of all documents evidencing any necessary corporate action, resolutions, consents and governmental approvals, if any, required for the execution, delivery and performance of the Ultimate Parent Confirmation and any other document, instrument or agreement executed or delivered in connection therewith by the Ultimate Parent; g. True, complete and accurate copies, duly certified by an officer of the Parent, of all material respects on documents evidencing any necessary corporate action, resolutions, consents and governmental approvals, if any, required for the execution, delivery and performance of the Parent Confirmation and any other document, instrument or agreement executed or delivered in connection therewith by the Parent; h. An opinion of counsel to the Company, the Ultimate Parent and the Parent addressed to the Agents and the Banks dated as of the date hereof except (i) to the extent that any such representation or warranty relates to a specific date, in which case such representation and warranty shall be true and correct in all material respects as of such earlier date and (ii) that such materiality qualifier shall not be applicable to any representations and warranties that are already qualified or modified by materiality in the text thereof; (g) all reasonable and documented fees and out-of-pocket expenses under the Credit Agreement and this Amendment (including the outstanding fees and expenses of Agent, including without limitation, legal fees and expenses) have been paid by the Loan Parties to the extent such fees and expenses have been invoiced to Borrowers; and (h) Agent shall have received a fully executed copy of an amendment to the ABL Credit Agreement, dated the date hereof, among the Borrowers, the Guarantors, the Parent and ▇▇▇▇▇ Fargo Bank, National Association as the sole lenders party thereto (the “ABL Amendment”), which shall be Effective Date in form and substance reasonably satisfactory to the AgentAgents; and, i. Such other documents, instruments or agreements as the conditions to effectiveness of the ABL Amendment shall have been satisfied Agents and the ABL Amendment shall be in full force and effectBanks may reasonably request.

Conditions to Effectiveness. This The effectiveness of this Amendment shall become effective only upon the is subject to satisfaction in full of all of the following conditions precedent:, in each case, to the satisfaction of the Administrative Agent and the Lenders (and the date of such satisfaction as determined by the Administrative Agent and the Lenders, the “Second Amendment Effective Date”): (a) the Administrative Agent shall have received counterparts of this Amendment executed and delivered by the Borrower, the other Loan Parties signatory hereto, the Lenders and the Administrative Agent; (b) the truth and accuracy of the representations and warranties contained in Section 7 hereof; (c) the Administrative Agent shall have received from the Borrower a counterpart of the Fee Letter duly executed on behalf of the Borrower (or written evidence satisfactory to the Administrative Agent (which may include telecopy transmission of a signed signature page to the Fee Letter) that the Borrower has signed a counterpart of the Fee Letter); (d) the Administrative Agent shall have received evidence satisfactory to it that all Deposit Accounts, Securities Accounts, Commodities Accounts, lockboxes or other similar accounts (other than Excluded Accounts) of the Borrower and each of its Subsidiaries are Controlled Accounts; (e) the Administrative Agent shall have received a completed Perfection Certificate dated as of the Second Amendment Effective Date and signed by a Financial Officer or legal officer of the Borrower, together with all attachments contemplated thereby; (f) the Administrative Agent shall be reasonably satisfied with Lien searches regarding the Borrower and its Subsidiaries made within twenty (20) Business Days prior to the Second Amendment Effective Date; (g) the Administrative Agent shall have received from the Borrower and each Subsidiary a certificate, dated as of the Second Amendment Effective Date, duly executed and delivered by all the parties hereto; (b) Agent shall have received a fully executed copy Responsible Officer of each such Person, attaching (w) resolutions of the SWIMS Purchase Agreement and the SWIMS Subordinated Note, each of which shall be such Person’s Board then in full force and effect substantially concurrently with authorizing the effectiveness execution, delivery and performance of this Amendment, and the SWIMS Acquisition shall be consummated in accordance with the SWIMS Purchase Agreement substantially concurrently with the effectiveness of this Amendment; (c) no Default or Event of Default shall have occurred and be continuing on the date hereof; (d) Borrowers have provided Agent with a due diligence package relative to the SWIMS Acquisition, including an acquisition overview, investment highlights, sources and uses for the SWIMS acquisition, and SWIMS’ historical and forecasted profit and loss statements, in form and substance reasonably satisfactory to Agent; (e) Parent shall have received (or shall, substantially concurrently with the effectiveness hereof receive) the proceeds of the issuance of the SWIMS Subordinated Note in the amount of $13,000,000, all of the proceeds of which shall have been (or, substantially concurrently with the effectiveness hereof, shall be) used to finance the purchase price and related transaction expenses paid by DFBG SWIMS to consummate the SWIMS Acquisition; (f) each of the representations and warranties made by the Loan Parties in this Amendment and/or in any and each other Loan Document shall be and the transactions contemplated thereby; (x) the incumbency and signatures of those of its officers, managing member or general partner or equivalent authorized to act as Responsible Officer with respect to each Loan Document and delivered by such Person; (y) true and correct in all material respects on and as complete copies of each Organizational Document of such Person (or certifying that the date hereof except (i) Organizational Documents of such Person delivered to the extent that any such representation Administrative Agent on the Closing Date have not been amended or warranty relates to a specific date, modified and remain in which case such representation full force and warranty shall be true effect) and correct in all material respects as (z) good standing certificates of such earlier Person dated a date and (ii) that such materiality qualifier shall not be applicable to any representations and warranties that are already qualified or modified by materiality in the text thereof; (g) all reasonable and documented fees and out-of-pocket expenses under the Credit Agreement and this Amendment (including the outstanding fees and expenses of Agent, including without limitation, legal fees and expenses) have been paid by the Loan Parties reasonably close to the extent such fees and expenses have been invoiced to BorrowersSecond Amendment Effect Date; and (h) Agent shall have received a fully executed copy of an amendment to the ABL Credit Agreement, dated the date hereof, among the Borrowers, the Guarantors, the Parent and ▇▇▇▇▇ Fargo Bank, National Association as the sole lenders party thereto (the “ABL Amendment”), which certificates shall be in form and substance reasonably satisfactory to the AgentAdministrative Agent and upon which the Administrative Agent and the Lenders may conclusively rely until they shall have received a further certificate of a Responsible Officer of any such Person cancelling or amending the prior certificate of such Person; (h) the Administrative Agent shall have received an opinion of Much Shelist, P.C., counsel to the conditions Borrower and its Subsidiaries addressed to effectiveness the Administrative Agent and the Lenders and dated the Second Amendment Effective Date, in form and substance reasonably satisfactory to the Administrative Agent (and the Borrower hereby instructs such counsel to deliver such opinion to such Persons); and (i) the Borrower shall have paid all reasonable and documented out-of-pocket fees, costs and expenses (including reasonable legal fees and expenses) agreed in writing to be paid by it to the Administrative Agent and the Lenders (including pursuant to the Fee Letter) connection with the preparation, negotiation, execution and delivery of this Amendment (and, in the ABL Amendment case of expenses (including legal fees and expenses), to the extent that statements for such expenses shall have been satisfied and delivered to the ABL Borrower prior to the Second Amendment shall be in full force and effectEffective Date).

Conditions to Effectiveness. This The effectiveness of this Amendment shall become effective only is conditioned upon the satisfaction in full of each of the following conditions precedent:precedent (the date on which all such conditions have been satisfied being referred to herein as the “First Amendment Effective Date”): (a) 4.1 The Administrative Agent shall have received counterparts hereofa counterpart signature page to this Amendment, duly executed and delivered by all the parties hereto;Borrowers, Parents, each other Credit Party, Lenders constituting the Required Lenders, the Administrative Agent and the Collateral Agent. (b) 4.2 The Administrative Agent shall have received a fully executed copy of each of a duly executed amendment with respect to the SWIMS Purchase Agreement ABL Credit Agreement, in form and substance reasonably satisfactory to the SWIMS Subordinated NoteAdministrative Agent, each of which effectuating corresponding amendments to the ABL Credit Agreement, and such amendment shall be in full force and effect have become effective substantially concurrently with the effectiveness First Amendment Effective Date. (a) Each of the representations and warranties in (or incorporated by reference in) Section 3 hereof, and each of the representations and warranties of the Credit Parties under the Amended Credit Agreement and under the other Loan Documents, shall in each case be true and correct in all material respects (without duplication of any materiality or “Material Adverse Effect” qualifier contained therein) on and as of the First Amendment Effective Date (or as of the respective date of for the respective period, as the case may be), (b) both before and immediately after giving effect to this Amendment, and the SWIMS Acquisition shall be consummated in accordance with the SWIMS Purchase Agreement substantially concurrently with the effectiveness of this Amendment; (c) no Default or Event of Default shall have occurred and be continuing on or would result from the date hereof; (d) Borrowers have provided Agent with a due diligence package relative to transactions contemplated by this Amendment and the SWIMS Acquisition, including an acquisition overview, investment highlights, sources and uses for the SWIMS acquisitionAmended Credit Agreement, and SWIMS’ historical and forecasted profit and loss statements, in form and substance reasonably satisfactory to Agent; (ec) Parent each Credit Party shall have received (or shallobtained all consents, substantially concurrently approvals and authorizations necessary in connection with the effectiveness hereof receive) the proceeds of the issuance of the SWIMS Subordinated Note in the amount of $13,000,000, all of the proceeds of which shall have been (or, substantially concurrently with the effectiveness hereof, shall be) used to finance the purchase price and related transaction expenses paid transactions contemplated by DFBG SWIMS to consummate the SWIMS Acquisition; (f) each of the representations and warranties made by the Loan Parties in this Amendment and/or in any other Loan Document shall be true and correct in all material respects on and as of the date hereof except (i) to the extent that any such representation or warranty relates to a specific date, in which case such representation and warranty shall be true and correct in all material respects as of such earlier date and (ii) that such materiality qualifier shall not be applicable to any representations and warranties that are already qualified or modified by materiality in the text thereof; (g) all reasonable and documented fees and out-of-pocket expenses under the Amended Credit Agreement and this Amendment (including the outstanding fees and expenses of Agent, including without limitation, legal fees and expenses) have been paid by the Loan Parties to the extent such fees and expenses have been invoiced to Borrowers; and (h) Agreement. The Administrative Agent shall have received a fully executed copy certificate, dated as of the First Amendment Effective Date and signed by a Responsible Officer of each Borrower, certifying as to the matters set forth in this Section 4.2. (a) The Administrative Agent, for the account of each Lender party hereto on the First Amendment Effective Date, shall have received an amendment fee in an amount equal to 0.05% of the aggregate principal amount of each such Lender’s Loans outstanding on the First Amendment Effective Date, and (b) to the ABL Credit Agreement, dated extent invoiced at least one business days prior to the date hereof, among the BorrowersFirst Amendment Effective Date, the Guarantors, the Parent and ▇▇▇▇▇ Fargo Bank, National Association as the sole lenders party thereto (the “ABL Amendment”), which shall be in form and substance reasonably satisfactory to the Administrative Agent, the conditions Collateral Agent and their respective Affiliates shall have received payment in full in Dollars in immediately available funds of all costs and expenses (including fees and disbursements of counsel) required to effectiveness be paid in connection with this Amendment (including pursuant to any engagement letter entered into by the Borrowers in connection herewith), including, without limitation, all costs and expenses (including fees and disbursements of counsel) incurred in connection with the Amended Credit Agreement and the other Loan Documents in accordance with and to the extent required by Section 9.4 of the ABL Amendment shall have been satisfied and the ABL Amendment shall be in full force and effectAmended Credit Agreement.

Conditions to Effectiveness. This Amendment shall become effective only upon the satisfaction in full as of the following conditions precedentAmendment Effective Date when the Agent has confirmed (and has so notified the Borrower) that: (i) counterparts hereof have been duly executed by the Borrower and the Banks and delivered to the Agent; (a) Agent promissory notes shall have received counterparts hereof, duly be executed and delivered by all the parties heretoBorrower in favor of each Bank requesting a promissory note to evidence its new Commitment, which notes, to the extent delivered in favor of a Bank that is a party to the Credit Agreement immediately prior to the effectiveness of this Amendment shall be in renewal and replacement of, and shall be delivered in substitution and exchange for (and not in payment of), the promissory note held by such Bank prior to the Amendment Effective Date, and (b) promissory notes executed by the Borrower hereunder (other than those executed pursuant to the preceding clause (a)) which are outstanding as of the Amendment Effective Date shall be marked "Cancelled and Replaced by Renewal" or "Cancelled and Discharged", or words of similar import, as applicable, and delivered to the Agent for ultimate delivery to the Borrower; (biii) payment of (i) all fees due and owing and described in Section 5 hereof and (ii) the reasonable expenses of, or incurred by, the Agent shall have received a fully executed copy of each and counsel, to the extent billed as of the SWIMS Purchase Agreement Amendment Effective Date, to and including the SWIMS Subordinated NoteAmendment Effective Date in connection with the negotiation and closing of the transactions contemplated herein; (iv) Borrower shall deliver to the Agent written evidence satisfactory to the Agent and its counsel that Borrower has taken all corporate and other action and obtained all consents necessary to duly approve and authorize its execution, each delivery and performance of this Amendment, any other documents which it is required to execute, and an opinion of counsel to Borrower in form, scope and substance reasonably acceptable to the Agent; (v) Borrower shall be deliver to Agent a certificate as to the matters set forth in full force Section 4 (i), (ii) and effect substantially concurrently with (iii); (vi) Borrower has paid all amounts due under Section 3.5 of the Credit Agreement, if any, caused by the effectiveness of this Amendment, and the SWIMS Acquisition shall be consummated in accordance with the SWIMS Purchase Agreement substantially concurrently with the effectiveness of this Amendment; (c) no Default or Event of Default shall have occurred and be continuing on the date hereof; (d) Borrowers have provided Agent with a due diligence package relative to the SWIMS Acquisition, including an acquisition overview, investment highlights, sources and uses for the SWIMS acquisition, and SWIMS’ historical and forecasted profit and loss statements, in form and substance reasonably satisfactory to Agent; (e) Parent shall have received (or shall, substantially concurrently with the effectiveness hereof receive) the proceeds of the issuance of the SWIMS Subordinated Note in the amount of $13,000,000, all of the proceeds of which shall have been (or, substantially concurrently with the effectiveness hereof, shall be) used to finance the purchase price and related transaction expenses paid by DFBG SWIMS to consummate the SWIMS Acquisition; (f) each of the representations and warranties made by the Loan Parties in this Amendment and/or in any other Loan Document shall be true and correct in all material respects on and as of the date hereof except (i) to the extent that any such representation or warranty relates to a specific date, in which case such representation and warranty shall be true and correct in all material respects as of such earlier date and (ii) that such materiality qualifier shall not be applicable to any representations and warranties that are already qualified or modified by materiality in the text thereof; (g) all reasonable and documented fees and out-of-pocket expenses under the Credit Agreement and this Amendment (including the outstanding fees and expenses of Agent, including without limitation, legal fees and expenses) have been paid by the Loan Parties to the extent such fees and expenses have been invoiced to Borrowers; and (hvii) Agent shall have received a fully executed copy of an amendment such Assignment and Assumption Agreements as required to establish the ABL Credit Agreement, dated the date hereof, among the Borrowers, the Guarantors, the Parent and ▇▇▇▇▇ Fargo Bank, National Association as the sole lenders party thereto (the “ABL Amendment”), which shall be in form and substance reasonably satisfactory to the Agent, the conditions to effectiveness of the ABL Amendment shall new Commitments have been satisfied duly executed and the ABL Amendment shall be in full force and effectdelivered.

Conditions to Effectiveness. This Amendment shall become effective only upon on the satisfaction in full date on which each of the following conditions precedent:is satisfied (“Effective Date”): (a) Agent shall have received counterparts hereof, duly executed and delivered by all the parties hereto; Administrative Agent’s (bor its counsel’s) Agent shall have received a fully executed copy of each receipt of the SWIMS Purchase Agreement and the SWIMS Subordinated Notefollowing, each of which shall be in full force and effect substantially concurrently with the effectiveness originals or electronic copies (followed promptly by originals) unless otherwise specified: (i) executed counterparts of this Amendment, Amendment from (A) Holdings and the SWIMS Acquisition shall be consummated in accordance with Borrower (each signed by an Authorized Officer thereof) and (B) Revolving Lenders constituting Requisite Revolving Lenders; and (ii) a Consent and Reaffirmation, dated as of the SWIMS Purchase Agreement substantially concurrently with date hereof and executed by Holdings and each of the effectiveness Subsidiary Loan Parties, whereby Holdings and each of the Subsidiary Loan Parties consents to this Amendment and reaffirms (A) its obligations and liabilities under the Loan Documents (as amended by this Amendment) and (B) each Lien, security interest and pledge granted by it to the Administrative Agent for the benefit of the Secured Parties under each of the Loan Documents to which it is a party; (b) to the extent invoiced at least two (2) Business Days prior to the Effective Date or as set forth in a funds flow approved by the Borrower, all reasonable and documented out-of-pocket expenses due to the Administrative Agent, to the extent required to be paid on the Effective Date (including pursuant to Section 4 hereof), shall have been paid; (c) at the time of and immediately after giving effect to this Amendment, no Default or Event of Default shall have has occurred and be is continuing on the date hereof;or would result therefrom; and (d) Borrowers have provided Agent with a due diligence package relative to the SWIMS Acquisition, including an acquisition overview, investment highlights, sources and uses for the SWIMS acquisition, and SWIMS’ historical and forecasted profit and loss statements, in form and substance reasonably satisfactory to Agent; (e) Parent shall have received (or shall, substantially concurrently with the effectiveness hereof receive) the proceeds of the issuance of the SWIMS Subordinated Note in the amount of $13,000,000, all of the proceeds of which shall have been (or, substantially concurrently with the effectiveness hereof, shall be) used to finance the purchase price and related transaction expenses paid by DFBG SWIMS to consummate the SWIMS Acquisition; (f) each of the representations and warranties made by each Loan Party set forth in Section 3 hereof, in Article III of the Loan Parties Credit Agreement and in this Amendment and/or in any the other Loan Document Documents shall be true and correct in all material respects on and (or if qualified by materiality or reference to Material Adverse Effect, in all respects) with the same effect as of the date hereof except if then made (i) unless expressly stated to the extent that any such representation or warranty relates relate to a specific an earlier date, in which case such representation representations and warranty warranties shall be true and correct in all material respects (or in all respects, as applicable) as of such earlier date and (ii) that such materiality qualifier date). Without limiting the generality of the provisions of Section 8.02 of the Existing Credit Agreement, for purposes of determining compliance with the conditions specified in this Section 2, each Lender party hereto shall not be applicable deemed to any representations and warranties that are already qualified have consented to, approved or modified accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by materiality in or acceptable or satisfactory to a Lender unless the text thereof; (g) all reasonable and documented fees and out-of-pocket expenses under the Credit Agreement and this Amendment (including the outstanding fees and expenses of Agent, including without limitation, legal fees and expenses) have been paid by the Loan Parties to the extent such fees and expenses have been invoiced to Borrowers; and (h) Administrative Agent shall have received a fully executed copy of an amendment written notice from such Lender prior to the ABL Credit Agreement, dated the date hereof, among the Borrowers, the Guarantors, the Parent and ▇▇▇▇▇ Fargo Bank, National Association as the sole lenders party thereto (the “ABL Amendment”), which shall be in form and substance reasonably satisfactory to the Agent, the conditions to effectiveness of the ABL Amendment shall have been satisfied and the ABL Amendment shall be in full force and effectproposed Effective Date specifying its objection thereto.

Conditions to Effectiveness. This Amendment shall become effective only upon on the satisfaction in full first date (the “Fifth Amendment Date”) on which each of the following conditions precedenthave been satisfied: (a) Agent shall have received counterparts hereof, 3.1 this Amendment is duly executed and delivered by all the parties heretoBorrowers, the Administrative Agent and the Required TLA/RC Lenders; (b) Agent shall have received a fully executed copy of each of the SWIMS Purchase Agreement and the SWIMS Subordinated Note, each of which shall be in full force and effect substantially concurrently with the effectiveness of this Amendment, and the SWIMS Acquisition shall be consummated in accordance with the SWIMS Purchase Agreement substantially concurrently with the effectiveness of this Amendment; (ca) no Default or Event of Unmatured Default shall have occurred and be continuing immediately before and after giving effect to this Amendment on the date hereof; Fifth Amendment Date and (db) Borrowers have provided Agent with a due diligence package relative to the SWIMS Acquisition, including an acquisition overview, investment highlights, sources and uses for the SWIMS acquisition, and SWIMS’ historical and forecasted profit and loss statements, in form and substance reasonably satisfactory to Agent; (e) Parent shall have received (or shall, substantially concurrently with the effectiveness hereof receive) the proceeds of the issuance of the SWIMS Subordinated Note in the amount of $13,000,000, all of the proceeds of which shall have been (or, substantially concurrently with the effectiveness hereof, shall be) used to finance the purchase price and related transaction expenses paid by DFBG SWIMS to consummate the SWIMS Acquisition; (f) each of the representations and warranties made by in Article V of the Loan Parties in this Amendment and/or in any other Loan Document shall be Credit Agreement are true and correct in all material respects on and as of the date hereof Fifth Amendment Date, except (i) to the extent that any such representation or warranty relates solely to a specific an earlier date, in which case such representation and or warranty shall be true and correct in all material respects on and as of such earlier date and (ii) that such materiality qualifier shall not be applicable to any representations and warranties that are already qualified or modified by materiality in the text thereofdate; (g) all reasonable and documented fees and out-of-pocket expenses under 3.3 the Credit Agreement and this Amendment (including the outstanding fees and expenses of Agent, including without limitation, legal fees and expenses) have been paid by the Loan Parties to the extent such fees and expenses have been invoiced to Borrowers; and (h) Administrative Agent shall have received a fully executed copy of an amendment to the ABL Credit Agreementcertificate, dated the Fifth Amendment Date and signed by a responsible officer of the Company, confirming the matters specified in Section 3.2; 3.4 the Administrative Agent shall have received, for the benefit of each Term A Lender and Revolving Credit Lender that has provided its signature hereto to the Administrative Agent no later than 5:00 p.m., New York City time, on April 13, 2018, an amendment fee in an amount equal to 0.075% of the aggregate principal amount of, without duplication, such Term A Lender’s and such Revolving Credit Lender’s respective outstanding Term A Loans and Revolving Credit Commitments on the Fifth Amendment Date; and 3.5 the Administrative Agent shall have received, for the account of the applicable Person, (a) any fees owing from the Company in respect of this Amendment as separately agreed in writing by the Company, and (b) reimbursement or payment of all the Administrative Agent’s reasonable out‑of‑pocket expenses (including reasonable fees, charges and disbursements of counsel) incurred in connection with this Amendment, required to be reimbursed or paid by any Loan Party hereunder or under any other Loan Document, and invoiced to the Company at least two Business Days prior to the date hereof, among the Borrowers, the Guarantors, the Parent and ▇▇▇▇▇ Fargo Bank, National Association as the sole lenders party thereto (the “ABL Amendment”), which shall be in form and substance reasonably satisfactory to the Agent, the conditions to effectiveness of the ABL Amendment shall have been satisfied and the ABL Amendment shall be in full force and effect.

Conditions to Effectiveness. This Amendment shall become effective on the first date when, and only upon the satisfaction in full when, each of the following conditions precedent:set forth below shall have been satisfied or waived in accordance with the terms herein (such date, the “Seventh Amendment Effective Date”): (a) the Agent shall have received counterparts hereof, duly executed counterparts of this Amendment by the Borrower, Holdings, the Released Obligors, the Continuing Guarantors and delivered by all the parties heretoRequired Lenders; (b) the Agent shall have received all fees and amounts due and payable on or prior to the Seventh Amendment Effective Date to the extent invoiced at least two (2) Business Days prior to the Seventh Amendment Effective Date, including reimbursement or payment of all reasonable and documented or invoiced out-of-pocket costs and expenses associated with this Amendment, with such costs and expenses to be limited to the Attorney Costs; (c) the Agent shall have received (i) for the account of each Lender that has provided an executed counterpart to this Amendment, a consent fee in an amount equal to 0.50% of the aggregate amount of each such Lender’s Revolving Credit Commitment in effect immediately after giving effect to this Amendment which fees shall be deemed due and payable upon the Seventh Amendment Effective Date and (ii) such other fees as set forth in that certain letter agreement dated as of December 7, 2023, between Agent and the Borrower; (d) the Agent shall have received a fully Borrowing Base Certificate executed copy by the Borrower which calculates the pro forma Borrowing Base as of each December 15, 2023, after giving effect to the transactions contemplated hereby, along with customary supporting documentation requested by the Agent consistent with the documentation required pursuant to Section 6.4 of the SWIMS Purchase Agreement Credit Agreement; (e) the Agent shall have received a certificate of a Responsible Officer of the Borrower, dated as of the Seventh Amendment Effective Date, in form and substance reasonably satisfactory to the SWIMS Subordinated NoteAgent, each of which certifying that (i) the representations and warranties set forth in this Amendment and any other Loan Document shall be true and correct in full force all material respects (and any representation and warranty that is qualified as to materiality or Material Adverse Effect shall be true and correct in all respects) after giving effect substantially concurrently with the effectiveness of to this Amendment, the Refinancing, the Specified Unrestricted Subsidiary Designation and the SWIMS Acquisition other transactions to be consummated on the Seventh Amendment Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be consummated true and correct in accordance with the SWIMS Purchase Agreement substantially concurrently with the effectiveness all material respects (and any representation and warranty that is qualified as to materiality or Material Adverse Effect shall be true and correct in all respects) as of this Amendment; such earlier date, (cii) no Default or Event of Default shall have occurred and be continuing before or immediately after giving effect to this Amendment, the Refinancing, the Specified Unrestricted Subsidiary Designation and the other transactions contemplated herein to be consummated on the date hereof; Seventh Amendment Effective Date, (diii) Borrowers no Default or Event of Default (in each case, as defined under the Services Indenture) shall have provided Agent occurred and be continuing before or immediately after giving effect to this Amendment, the Refinancing, the Specified Unrestricted Subsidiary Designation and the other transactions contemplated herein to be consummated on the Seventh Amendment Effective Date and (iv) attached to such certificate is a true, correct and complete copy of (A) the Services Indenture, together with a due diligence package relative to all schedules, exhibits and annexes thereto, the SWIMS AcquisitionNote Purchase Agreement (as defined in the Services Indenture) and all security agreements, including an acquisition overview, investment highlights, sources and uses for the SWIMS acquisitionguarantees, and SWIMS’ historical pledge agreements executed in connection therewith and forecasted profit and loss statements(B) the Supply ProFrac Agreement, in each case, in form and substance reasonably satisfactory to Agentthe Agent and dated as of the Seventh Amendment Effective Date; (ef) Parent shall have received (or shall, substantially concurrently with the effectiveness hereof receive) the proceeds of this Amendment, each of the issuance conditions set forth in Section 4 of the SWIMS Subordinated Note Purchase Agreement referred to in the amount of $13,000,000, all of the proceeds of which Services Indenture shall have been satisfied or waived and 100% of the fundings under the Services Indenture and Note Purchase Agreement shall have occurred; (org) the Agent and Lenders shall have received a true, correct and complete copy of the Alpine Term Loan Credit Agreement, together with all schedules, exhibits and annexes thereto, and all security agreements, guarantees, and pledge agreements executed in connection therewith, in each case, dated as of the Seventh Amendment Effective Date; (h) substantially concurrently with the effectiveness hereofof this Amendment, each of the conditions set forth in Section 9.1 of the Alpine Term Loan Credit Agreement shall be) used to finance have been satisfied or waived and 100% of the purchase price and related transaction expenses paid by DFBG SWIMS to consummate fundings under the SWIMS AcquisitionAlpine Term Loan Credit Agreement shall have occurred; (f) each of the representations and warranties made by the Loan Parties in this Amendment and/or in any other Loan Document shall be true and correct in all material respects on and as of the date hereof except (i) to the extent that any such representation or warranty relates to a specific date, in which case such representation and warranty shall be true and correct in all material respects as of such earlier date and (ii) that such materiality qualifier shall not be applicable to any representations and warranties that are already qualified or modified by materiality in the text thereof; (g) all reasonable and documented fees and out-of-pocket expenses under the Credit Agreement and this Amendment (including the outstanding fees and expenses of Agent, including without limitation, legal fees and expenses) have been paid by the Loan Parties to the extent such fees and expenses have been invoiced to Borrowers; and (h) Agent shall have received a fully executed copy certificate of an amendment to a Responsible Officer of the ABL Credit AgreementParent, dated as of the date hereofSeventh Amendment Effective Date, among the Borrowers, the Guarantors, the Parent and ▇▇▇▇▇ Fargo Bank, National Association as the sole lenders party thereto (the “ABL Amendment”), which shall be in form and substance reasonably satisfactory to the Agent, the conditions certifying: (i) that attached to effectiveness such certificate is a true and complete copy of the ABL Amendment shall have been satisfied and certificate of incorporation or other organizational document of the ABL Amendment shall be Parent, as in full force and effecteffect on the Seventh Amendment Effective Date, (ii) that attached to such certificate is a true and complete copy of resolutions duly adopted by the board of directors of the Parent authorizing the transactions contemplated by this Amendment and the execution, delivery and performance of the Parent Guarantee to be executed on the Seventh Amendment Effective Date and (iii) as to the incumbency and specimen signature of each officer and/or authorized signatory of Parent executing the Parent Guarantee on the Seventh Amendment Effective Date; (j) the Agent shall have received a certificate with respect to the existence, qualification and good standing of the Parent from the state of Delaware, dated as of a recent date prior to the Seventh Amendment Effective Date; (k) the Agent shall have received (i) a duly executed payoff letter dated on or prior to the Seventh Amendment Effective Date with respect to the Term Loan Documents (as defined in the Existing Credit Agreement) that is reasonably satisfactory to the Agent and (ii) evidence reasonably satisfactory to the Agent (including UCC-3 financing statement terminations and any other release instrument) evidencing that the Debt evidenced by the Term Loan Documents will be paid in full and terminated and the Liens securing the obligations thereunder will be released substantially contemporaneously with the effectiveness of this Amendment and the incurrence of the Refinancing Debt; (l) the Agent shall have received (i) a duly executed payoff letter dated on or prior to the Seventh Amendment Effective Date with respect to the Debt evidenced by the First Financial Loan Documents (as defined in the Existing Credit Agreement) that is reasonably satisfactory to the Agent and (ii) evidence reasonably satisfactory to the Agent (including UCC-3 financing statement terminations and any other release instrument) evidencing that the Debt evidenced by the First Financial Loan Documents will be paid in full and terminated and the Liens securing the obligations thereunder will be released substantially contemporaneously with the effectiveness of this Amendment and the incurrence of the Refinancing Debt; (m) the Agent shall have received (i) a duly executed payoff letter dated on or prior to the Seventh Amendment Effective Date with respect to the REV Energy Seller Financing Debt (as defined in the Existing Credit Agreement) that is reasonably satisfactory to the Agent and (ii) evidence reasonably satisfactory to the Agent (including UCC-3 financing statement terminations and any other release instrument) evidencing that the Debt evidenced by the REV Seller Financing Debt Documents will be paid in full and terminated and the Liens securing the obligations thereunder will be released substantially contemporaneously with the effectiveness of this Amendment and the incurrence of the Refinancing Debt; (n) the Agent shall have received evidence reasonably satisfactory to it that the Indenture Agent will receive, promptly following the consummation of the Refinancing, the original stock certificates representing the pledged Stock constituting Collateral (to the extent such Stock is certificated and required to be delivered on the Seventh Amendment Effective Date under the Services Indenture of the Borrower and its Restricted Subsidiaries and Alpine Holdings), together with customary blank stock or unit transfer powers and irrevocable powers duly executed in blank; (o) the Agent shall have received a Parent Guarantee in form and substance reasonably satisfactory to the Collateral Agent, duly executed and delivered by the Parent; (p) the Agent shall have received (i) projections of balance sheets, income statements and cash flows prepared by management of Holdings and its Subsidiaries presented on a monthly basis for the first year following the Seventh Amendment Effective Date and (ii) a pro forma balance sheet of Holdings and its Restricted Subsidiaries prepared as of the Seventh Amendment Effective Date after giving effect to the transactions contemplated hereby; (q) the Agent shall have received an opinion from ▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP, as counsel to the Parent, an opinion, in form and substance reasonably satisfactory to the Agent, addressed to the Agent and the Lenders as of the Seventh Amendment Effective Date; (r) the Agent shall have received duly executed Notes (or any amendment or restatement thereof, as the case may be) payable to each Lender requesting a Note (or any amendment or restatement thereof, as the case may be), to the extent requested by any applicable Lender at least three (3) Business Days prior to the Seventh Amendment Effective Date in a principal amount equal to its Revolving Credit Commitment (as amended hereby) dated as of the Seventh Amendment Effective Date; (s) a certificate of the chief financial officer of Holdings, in substantially the form of Exhibit G to the Existing Credit Agreement, certifying that, after giving effect to this Amendment, the Refinancing and the other transactions contemplated herein to close on the Seventh Amendment Effective Date, Holdings and its Subsidiaries are, on a consolidated basis, are Solvent; (t) the Agent shall have received a copy of an executed Intercreditor Agreement dated as of the Seventh Amendment Effective Date by and among the Agent, the Indenture Agent, and the Obligors, in form and substance reasonably satisfactory to the Agent and the Required Lenders (the “Intercreditor Agreement”); (u) the Agent shall have received an execution copy of the Monarch Seller Note (as defined in the Alpine Term Loan Credit Agreement), reflecting, among other things, that the Borrower has no further obligations under the Monarch Acquisition Seller Financing Debt Agreement as of the Seventh Amendment Effective Date; (v) after giving effect this Amendment, the Refinancing, the Specified Unrestricted Subsidiary Designation and the Borrowings and the issuance of any Letters of Credit on the Seventh Amendment Effective Date, Availability on the Seventh Amendment Effective Date shall be, and for each date during the five (5) calendar day period prior to such date would have been, not be less than $35,000,000 and the Agent shall have received a certificate of a Responsible Officer of the Borrower certifying as to the foregoing; (w) the Agent shall have received a copy of an executed Collateral Agency Agreement, dated as of the Seventh Amendment Effective Date, by and among Corporation Service Company, the Indenture Agent, the Agent and the Borrower in form and substance reasonably satisfactory to the Agent; and (x) the Agent shall have received such other documents as the Agent or counsel to the Agent has reasonably requested at least three (3) Business Days prior to the Seventh Amendment Effective Date. By executing and delivering its signature page to this Amendment, each Lender acknowledges and agrees that the conditions precedent set forth in this Section 3 have been satisfied.

Conditions to Effectiveness. This The Effective Date of this Amendment shall become effective only be deemed to occur on the date (the “Effective Date”) when the Administrative Agent has received counterparts of this Amendment duly executed by the Borrower and the Required Lenders and upon the prior or concurrent satisfaction in full of each of the following conditions precedentconditions: (a) the Administrative Agent shall have received counterparts hereofreceived, duly executed and delivered to the extent invoiced at least two Business Days prior to the Effective Date, reimbursement or payment of all out‑of-pocket expenses required to be reimbursed or paid by all the parties hereto;Borrower under the Credit Agreement in connection with this Amendment; and (b) the representations and warranties set forth in Section 6 hereof shall be true and correct and the Administrative Agent shall have received a fully executed copy of each certificate dated as of the SWIMS Purchase Agreement and date hereof, duly executed by an officer of the SWIMS Subordinated NoteBorrower, each of which shall be in full force and effect substantially concurrently certifying with the effectiveness of this Amendment, and the SWIMS Acquisition shall be consummated in accordance with the SWIMS Purchase Agreement substantially concurrently with the effectiveness of this Amendmentrespect thereto; (c) no Default or Event of Default the Borrower shall have occurred and be continuing paid (or caused to have been paid) to Administrative Agent (or one or more of its designated affiliates), for the account of each Lender that provides a signature page consenting to this Amendment on or prior to 2:00 p.m. (central time) on November 2, 2018 (each such Lender, a “Consenting Lender”), a non-refundable fee in an amount equal to 0.25% of each such Consenting Lender’s Commitment on the date hereof;Effective Date (determined immediately after giving effect to this Amendment); and (d) Borrowers have provided Agent with a due diligence package relative to the SWIMS Acquisition, including an acquisition overview, investment highlights, sources and uses for the SWIMS acquisition, and SWIMS’ historical and forecasted profit and loss statements, in form and substance reasonably satisfactory to Agent; (e) Parent shall have received (or Borrower shall, substantially concurrently with the effectiveness hereof receive) the proceeds receipt thereof, apply 100% of the issuance net cash proceeds received by or on behalf of the SWIMS Subordinated Note in Borrower and its Subsidiaries from the amount of $13,000,000, all of the proceeds of which shall have been (or, substantially concurrently with the effectiveness hereof, shall be) used to finance the purchase price and related transaction expenses paid by DFBG SWIMS to consummate the SWIMS Acquisition; (f) each of the representations and warranties made by the Loan Parties in this Amendment and/or in any other Loan Document shall be true and correct in all material respects on and as of the date hereof except (i) Liberty Transfer to the extent that any such representation or warranty relates to a specific date, in which case such representation and warranty shall be true and correct in all material respects as repayment of such earlier date and (ii) that such materiality qualifier shall not be applicable to any representations and warranties that are already qualified or modified by materiality in the text thereof; (g) all reasonable and documented fees and out-of-pocket expenses under the Revolving Credit Agreement and this Amendment (including the outstanding fees and expenses of Agent, including without limitation, legal fees and expenses) have been paid by the Loan Parties to the extent such fees and expenses have been invoiced to Borrowers; and (h) Agent shall have received a fully executed copy of an amendment to the ABL Credit Agreement, dated the date hereof, among the Borrowers, the Guarantors, the Parent and ▇▇▇▇▇ Fargo Bank, National Association as the sole lenders party thereto (the “ABL Amendment”), which shall be in form and substance reasonably satisfactory to the Agent, the conditions to effectiveness of the ABL Amendment shall have been satisfied and the ABL Amendment shall be in full force and effectLoans.

Conditions to Effectiveness. This Amendment shall become be effective only upon as of the satisfaction in full of date (the “Amendment Effective Date”) on which the following conditions precedentprecedent shall have been satisfied or waived: (a) Administrative Agent shall have received counterparts hereofan executed counterpart of this Amendment signed by ▇▇▇▇▇▇▇▇, duly executed each Guarantor, the requisite Lenders, including each New Lender, and delivered by all the parties heretoAdministrative Agent; (b) for each applicable Lender requesting the same, a Facility Note in favor of the Lenders executed by a duly authorized officer of ▇▇▇▇▇▇▇▇; (c) all corporate and other proceedings and all documents incidental to the transactions contemplated hereby shall be reasonably satisfactory in substance and form to the Administrative Agent; (d) there shall not exist any pending or threatened Litigation that could reasonably be expected to give rise to a Material Adverse Event; (e) the Administrative Agent shall have received a fully executed copy good standing certificate or certificate of each existence from the Secretary of State of the SWIMS Purchase Agreement state of incorporation or formation of Borrower and each Guarantor, dated as of a recent date certifying as to the good standing of such Company; (f) the Administrative Agent shall have received a certificate of the Secretary or an Assistant Secretary of ▇▇▇▇▇▇▇▇ and each Guarantor in substantially the same forms as those provided in 2019 or otherwise as may be approved by the Administrative Agent in its sole discretion; (g) the Administrative Agent shall have received the results of a recent search by a Person reasonably satisfactory to the Administrative Agent, under the UCC in all relevant jurisdictions and all customary litigation, judgment and tax Lien searches for financing transactions of this nature, and the SWIMS Subordinated Noteresults of such search shall be reasonably satisfactory to the Administrative Agent; (h) the Administrative Agent shall have received both a closing certificate, each of solvency certificate and an updated perfection certificate, which shall be reasonably satisfactory in full force substance and effect substantially concurrently form to the Administrative Agent; and (i) Borrower shall have (A) paid to the Administrative Agent or other party the fees required to be paid by it on or before the effective date hereof, including any fees set forth in any applicable fee letter or engagement letter, and (B) paid or caused to be paid all reasonable fees and expenses of the Administrative Agent and of counsel to the Administrative Agent that have been invoiced on or prior to the effective date hereof that the Borrower would have to pay in accordance with the effectiveness Credit Agreement. Administrative Agent shall notify Borrower and Lenders of the effective date of this Amendment, and the SWIMS Acquisition such notice shall be consummated in accordance with the SWIMS Purchase Agreement substantially concurrently with the effectiveness of this Amendment; (c) no Default or Event of Default shall have occurred conclusive and be continuing on the date hereof; (d) Borrowers have provided Agent with a due diligence package relative to the SWIMS Acquisition, including an acquisition overview, investment highlights, sources and uses for the SWIMS acquisition, and SWIMS’ historical and forecasted profit and loss statements, in form and substance reasonably satisfactory to Agent; (e) Parent shall have received (or shall, substantially concurrently with the effectiveness hereof receive) the proceeds of the issuance of the SWIMS Subordinated Note in the amount of $13,000,000, all of the proceeds of which shall have been (or, substantially concurrently with the effectiveness hereof, shall be) used to finance the purchase price and related transaction expenses paid by DFBG SWIMS to consummate the SWIMS Acquisition; (f) each of the representations and warranties made by the Loan Parties in this Amendment and/or in any other Loan Document shall be true and correct in all material respects on and as of the date hereof except (i) to the extent that any such representation or warranty relates to a specific date, in which case such representation and warranty shall be true and correct in all material respects as of such earlier date and (ii) that such materiality qualifier shall not be applicable to any representations and warranties that are already qualified or modified by materiality in the text thereof; (g) all reasonable and documented fees and out-of-pocket expenses under the Credit Agreement and this Amendment (including the outstanding fees and expenses of Agent, including without limitation, legal fees and expenses) have been paid by the Loan Parties to the extent such fees and expenses have been invoiced to Borrowers; and (h) Agent shall have received a fully executed copy of an amendment to the ABL Credit Agreement, dated the date hereof, among the Borrowers, the Guarantors, the Parent and ▇▇▇▇▇ Fargo Bank, National Association as the sole lenders party thereto (the “ABL Amendment”), which shall be in form and substance reasonably satisfactory to the Agent, the conditions to effectiveness of the ABL Amendment shall have been satisfied and the ABL Amendment shall be in full force and effectbinding.

Conditions to Effectiveness. This Amendment The amendment and restatement of the Existing Credit Agreement as contemplated by Section 1 shall become effective only upon on the date (the "Restatement Effective Date") that the First Lien Notes are issued, subject to satisfaction in full of the following conditions precedenton or prior to such date: (a) the Administrative Agent shall have received counterparts hereofof this Agreement that, duly when taken together, bear the signatures of Holdings, the Borrower and the Required Lenders; (b) all fees and expenses required to be paid or reimbursed by the Borrower under or in connection with this Agreement or the Existing Credit Agreement (and in the case of expenses to be reimbursed, including fees, charges and disbursements of the Administrative Agent's counsel or other advisors, in each case to the extent invoiced in writing to the Borrower at least two Business Days prior to the Restatement Effective Date) shall have been paid or reimbursed, as applicable; (c) the Collateral Sharing Agreement shall be reasonably satisfactory in form and substance to the Administrative Agent and shall have been executed and delivered by all the parties hereto; (b) Agent shall have received a fully executed copy of each of the SWIMS Purchase Agreement thereto and the SWIMS Subordinated Note, each of which shall be in full force and effect substantially concurrently with the effectiveness of this Amendment, and the SWIMS Acquisition shall be consummated in accordance with the SWIMS Purchase Agreement substantially concurrently with the effectiveness of this Amendment; (c) no Default or Event of Default shall have occurred and be continuing on the date hereof; (d) Borrowers have provided Agent with a due diligence package relative to the SWIMS Acquisition, including an acquisition overview, investment highlights, sources and uses for the SWIMS acquisition, and SWIMS’ historical and forecasted profit and loss statements, in form and substance reasonably satisfactory to Agent; (e) Parent shall have received (or shall, substantially concurrently with the effectiveness hereof receive) the proceeds of the issuance of the SWIMS Subordinated Note in the amount of $13,000,000, all of the proceeds of which shall have been (or, substantially concurrently with the effectiveness hereof, shall be) used to finance the purchase price and related transaction expenses paid by DFBG SWIMS to consummate the SWIMS Acquisition; (f) each of the representations and warranties made by the Loan Parties in this Amendment and/or in any other Loan Document shall be true and correct in all material respects on and as of the date hereof except (i) to the extent that any such representation or warranty relates to a specific date, in which case such representation and warranty shall be true and correct in all material respects as of such earlier date and (ii) that such materiality qualifier shall not be applicable to any representations and warranties that are already qualified or modified by materiality in the text thereof; (g) all reasonable and documented fees and out-of-pocket expenses under the Credit Agreement and this Amendment (including the outstanding fees and expenses of Agent, including without limitation, legal fees and expenses) have been paid by the Loan Parties to the extent such fees and expenses have been invoiced to Borrowers; and (h) Agent shall have received a fully executed copy of an amendment to the ABL Credit Agreement, dated the date hereof, among the Borrowers, the Guarantors, the Parent and ▇▇▇▇▇ Fargo Bank, National Association as the sole lenders party thereto (the “ABL Amendment”), which shall be in form and substance reasonably satisfactory to the Agent, the conditions to effectiveness of the ABL Amendment shall have been satisfied and the ABL Amendment shall be in full force and effect; (d) the terms and conditions of the First Lien Notes and the First Lien Documents (including but not limited to terms and conditions relating to payment, covenants, events of default, remedies and maturity) shall be reasonably satisfactory to the Administrative Agent; (e) the Security Documents shall have been amended and modified as contemplated by Section 4 of this Agreement and such amendment and modifications shall be reasonably satisfactory in form and substance to the Administrative Agent; and (f) the gross proceeds from the First Lien Notes shall not be less than $150,000,000; provided that the amendment and restatement of the Existing Credit Agreement contemplated hereby shall not become effective unless the First Lien Notes are issued, and all such conditions are satisfied, on or prior to March 31, 2003. The Administrative Agent shall notify the Lenders when the Restatement Effective Date occurs.

Conditions to Effectiveness. This Amendment shall become effective only as of the date set forth above upon the satisfaction in full of the following conditions precedentconditions, including receipt by the Administrative Agent of the following items: (a) there shall exist no Default immediately after giving effect to this Amendment; and (b) the Administrative Agent shall have received counterparts hereofa counterpart signature page to this Amendment, duly executed and delivered by all the parties hereto;Borrower, the Parent, each Guarantor, the Term B-1 Lenders, the Required Lenders and the Administrative Agent; and (bc) the Administrative Agent shall have received Consents to this Amendment from Term B Lenders and Joinder Agreements executed by one or more Additional Term B-1 Lenders such that the aggregate principal amount of the Exchanged Term B Loans plus the aggregate principal amount of the Additional Term B-1 Commitments shall equal the aggregate principal amount of the outstanding Term B Loans immediately prior to the effectiveness of this Amendment; and (d) the Administrative Agent and the Lenders shall have received a legal opinion of counsel to the Loan Parties, which shall be in form, scope and substance reasonably satisfactory to the Administrative Agent; and (e) the representations and warranties set forth in the immediately following Section of this Amendment entitled “Representations and Warranties” shall be true and correct as of the date of this Amendment; and (f) the Administrative Agent shall have received, in form and substance reasonably acceptable to it, all resolutions, incumbency certificates, certificates of no default, and such other certificates and documents as reasonably requested by the Administrative Agent; and (g) the Borrower shall have paid to each Lender that was a Term B Lender prior to giving effect to this Amendment, all accrued and unpaid interest on its Term B Loans to, but not including, the First Amendment Effective Date; and (h) the Administrative Agent shall have received the fee and expenses set forth in any engagement letter executed in connection with the Agreement, as amended hereby; and (i) the Administrative Agent shall have received a fully executed copy of confirmation agreement that confirms and affirms each of the SWIMS Purchase Agreement Guaranty and each of the Collateral Documents, and each other Loan Document by the applicable Loan Parties, in each case reasonably acceptable to the Administrative Agent and the SWIMS Subordinated NoteRequired Lenders; and (j) the Administrative Agent shall have received Notes executed by the Borrower in favor of each Lender requesting a Note evidencing its Term B-1 Loan; and (k) to the extent reasonably requested by an Additional Term B-1 Lender in writing not less than five (5) Business Days prior to the First Amendment Effective Date, each of which the Administrative Agent shall be in full force and effect substantially concurrently with have received, prior to the effectiveness of this Amendment, all documentation and the SWIMS Acquisition shall be consummated in accordance other information with the SWIMS Purchase Agreement substantially concurrently with the effectiveness of this Amendment; (c) no Default or Event of Default shall have occurred and be continuing on the date hereof; (d) Borrowers have provided Agent with a due diligence package relative respect to the SWIMS Acquisition, including an acquisition overview, investment highlights, sources Borrower required by regulatory authorities under applicable “know-your-customer” and uses for the SWIMS acquisition, anti-money laundering rules and SWIMS’ historical and forecasted profit and loss statements, in form and substance reasonably satisfactory to Agent; (e) Parent shall have received (or shall, substantially concurrently with the effectiveness hereof receive) the proceeds of the issuance of the SWIMS Subordinated Note in the amount of $13,000,000, all of the proceeds of which shall have been (or, substantially concurrently with the effectiveness hereof, shall be) used to finance the purchase price and related transaction expenses paid by DFBG SWIMS to consummate the SWIMS Acquisition; (f) each of the representations and warranties made by the Loan Parties in this Amendment and/or in any other Loan Document shall be true and correct in all material respects on and as of the date hereof except (i) to the extent that any such representation or warranty relates to a specific date, in which case such representation and warranty shall be true and correct in all material respects as of such earlier date and (ii) that such materiality qualifier shall not be applicable to any representations and warranties that are already qualified or modified by materiality in the text thereof; (g) all reasonable and documented fees and out-of-pocket expenses under the Credit Agreement and this Amendment (including the outstanding fees and expenses of Agentregulations, including without limitation, legal fees and expenses) have been paid by limitation the Loan Parties to the extent such fees and expenses have been invoiced to Borrowers; and (h) Agent shall have received a fully executed copy of an amendment to the ABL Credit Agreement, dated the date hereof, among the Borrowers, the Guarantors, the Parent and ▇▇▇▇▇ Fargo Bank, National Association as the sole lenders party thereto (the “ABL Amendment”), which shall be in form and substance reasonably satisfactory to the Agent, the conditions to effectiveness of the ABL Amendment shall have been satisfied and the ABL Amendment shall be in full force and effectAct.

Conditions to Effectiveness. This Amendment shall become effective only on the date upon the satisfaction in full of which the following conditions precedent:are satisfied (the first date that occurs on or prior to December 8, 2017 on which each such condition is satisfied, the "Amendment Effective Date"): (a) receipt by the Collateral Agent shall have received counterparts hereofof (i) this Amendment, duly executed by the Loan Parties, each Agent and each Required Lender, a Notice of Borrowing, duly executed and delivered by all the parties heretoBorrowers with respect to the Additional Tranche Term Loan to be made on the Amendment No. 2 Effective Date and (iii) that certain side letter, dated as of the date hereof, duly executed by the Parent and the Administrative Agent ("Side Letter"); (b) Agent Parent shall have received a fully executed copy of each of satisfied its obligations under the SWIMS Purchase Agreement and the SWIMS Subordinated NoteSide Letter that are required to be satisfied on or prior to December 8, each of which shall be in full force and effect substantially concurrently with the effectiveness of this Amendment, and the SWIMS Acquisition shall be consummated in accordance with the SWIMS Purchase Agreement substantially concurrently with the effectiveness of this Amendment2017; (c) no Default or Event of Default Parent shall have occurred and paid (or cause to be continuing on paid) to the Administrative Agent (i) within three Business Days of the date hereof; (d) Borrowers have provided Agent with a due diligence package relative to the SWIMS Acquisition, including an acquisition overview, investment highlights, sources and uses for the SWIMS acquisition, and SWIMS’ historical and forecasted profit and loss statements, in form and substance reasonably satisfactory to Agent; (e) Parent shall have received (or shall, substantially concurrently with the effectiveness hereof receive) the proceeds of the issuance of the SWIMS Subordinated Note in the amount of $13,000,000, all accrued and unpaid fees and expenses of the proceeds ▇▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇ LLP and of which shall BDO USA, LLP that have been (or, substantially concurrently with the effectiveness hereof, shall be) used to finance the purchase price and related transaction expenses paid by DFBG SWIMS to consummate the SWIMS Acquisition; (f) each of the representations and warranties made by the Loan Parties in this Amendment and/or in any other Loan Document shall be true and correct in all material respects on and as of the date hereof except (i) to the extent that any such representation or warranty relates to a specific date, in which case such representation and warranty shall be true and correct in all material respects as of such earlier date invoiced and (ii) that such materiality qualifier shall not be applicable to any representations and warranties that are already qualified or modified by materiality in the text thereof; (g) all reasonable and documented fees and expenses otherwise required to be paid hereunder and under the Financing Agreement and the other Loan Documents, including all accrued and unpaid out-of-pocket expenses under of counsel to the Credit Administrative Agent in connection with the negotiation, preparation, execution, delivery, performance and administration of this Amendment, the Financing Agreement and this Amendment (including the outstanding fees and expenses of Agent, including without limitation, legal fees and expenses) have been paid by the other Loan Parties Documents on or prior to the extent such fees Amendment No. 2 Effective Date; (d) the Tranche A Term Loan Lenders shall have entered into one or more participation agreements with third party investors acceptable to the Tranche A Term Loan Lenders on terms and expenses conditions acceptable to the Tranche A Term Loan Lenders, which participation agreements are in each case in form and substance acceptable to the Agents and which participation agreements have been invoiced become effective in accordance with the terms and conditions thereof, pursuant to Borrowerswhich the Tranche A Term Loan Lenders shall have received net cash proceeds of no less than $11,500,000 from the participation (on a pro rata basis among the Tranche A Term Loan Lenders) of the Tranche A Term Loans subject thereto; and (he) Agent the Agents shall have received a fully executed copy of an amendment to satisfactory evidence that the ABL Credit Agreement, dated the date hereof, among the Borrowers, the Guarantors, the Parent and ▇▇▇▇▇ Fargo Bank, National Association as the sole lenders party thereto (the “ABL Amendment”), which shall be in form and substance reasonably satisfactory to the Agent, the conditions to effectiveness of the ABL Amendment Batra A/R Facility Loan shall have been satisfied and the ABL Amendment shall be repaid in full force and effectterminated.

Conditions to Effectiveness. This Amendment shall become effective as of the date first above written (the “Amendment Effective Date”) when, and only upon the satisfaction in full of when, the following conditions precedent:have been satisfied (or waived by the Administrative Agent and the Lenders party hereto in their sole discretion): 753226395 (a) The Administrative Agent shall have received, in immediately available funds, to the extent invoiced prior to the Amendment Effective Date, reimbursement or payment of all reasonable out-of-pocket costs and expenses of the Administrative Agent (including, but not limited to, the reasonable fees and expenses of counsel (including, but not limited to, one local counsel and any specialist counsel in each relevant jurisdiction) to the Administrative Agent) required to be reimbursed or paid by the Borrowers hereunder or under any other Loan Document. (b) The Administrative Agent shall have received the following documents, each document being dated the date of receipt thereof by the Administrative Agent (which date shall be the same for all such documents, except as otherwise specified below), in form and substance satisfactory to the Administrative Agent: (i) either (A) counterparts hereof, of this Amendment duly executed and delivered by all the parties hereto; (b) Agent shall have received a fully executed copy of each of the SWIMS Purchase Agreement and Borrowers, the SWIMS Subordinated NoteLenders, each of which shall be in full force and effect substantially concurrently with the effectiveness of this AmendmentAdministrative Agent, and the SWIMS Acquisition shall be consummated in accordance with Fronting Banks or (B) written evidence satisfactory to the SWIMS Purchase Agreement substantially concurrently with the effectiveness Administrative Agent that such parties have signed counterparts of this Amendment; (cii) certified copies of (A) the resolutions of the Board of Directors of each Borrower approving this Amendment and the Credit Agreement, and (B) all documents evidencing any other necessary corporate action with respect to this Amendment and the Credit Agreement; (iii) a certificate of the Secretary or an Assistant Secretary of each Borrower certifying (A) the names and true signatures of the officers of such Borrower authorized to sign this Amendment and the other documents to be delivered hereunder, (B) that attached thereto are true and correct copies of the Organizational Documents of such Borrower, in each case as in effect on such date, and (C) that true and correct copies of all governmental and regulatory authorizations and approvals (including such Borrower’s Approval) required for the due execution, delivery and performance by such Borrower of this Amendment and the Credit Agreement have previously been delivered to the Administrative Agent and remain in full force and effect on such date; and (iv) a certificate of an Authorized Officer of each Borrower (the statements in which shall be true) certifying that, both before and after giving effect to this Amendment, (A) no Default or event has occurred and is continuing that constitutes an Event of Default shall have occurred or an Unmatured Default with respect to such Borrower and be continuing on the date hereof; (dB) Borrowers have provided Agent with a due diligence package relative to the SWIMS Acquisition, including an acquisition overview, investment highlights, sources and uses for the SWIMS acquisition, and SWIMS’ historical and forecasted profit and loss statements, in form and substance reasonably satisfactory to Agent; (e) Parent shall have received (or shall, substantially concurrently with the effectiveness hereof receive) the proceeds of the issuance of the SWIMS Subordinated Note in the amount of $13,000,000, all of the proceeds of which shall have been (or, substantially concurrently with the effectiveness hereof, shall be) used to finance the purchase price and related transaction expenses paid by DFBG SWIMS to consummate the SWIMS Acquisition; (f) each of the representations and warranties made by of such Borrower contained in the Loan Parties in this Amendment and/or in any Credit Agreement and each other Loan Document shall be to which such Borrower is a party are true and correct in all material respects (or in the case of any representation or warranty already qualified by materiality, true and correct in all respects) on and as of the Amendment Effective Date, as though made on and as of such date hereof except (i) to the extent that other than any such representation or warranty relates that by its terms refers to a specific date, in which case such representation and warranty shall be true and correct in all material respects as of such earlier date and (ii) that such materiality qualifier shall not be applicable to any representations and warranties that are already qualified or modified by materiality in the text thereof;specific date). (gc) The Administrative Agent shall have received all reasonable documentation and documented fees information required by regulatory authorities under applicable “know your customer” and outanti-of-pocket expenses under the Credit Agreement money laundering rules and this Amendment (including the outstanding fees and expenses of Agentregulations, including including, without limitation, legal fees the Patriot Act and expenses) have been paid by the Loan Parties Beneficial Ownership Regulation, to the extent such fees and expenses have been invoiced to Borrowers; and (h) documentation or information is requested by the Administrative Agent shall have received a fully executed copy on behalf of an amendment any Lender prior to the ABL Credit Agreement, dated the date hereof, among the Borrowers, the Guarantors, the Parent and ▇▇▇▇▇ Fargo Bank, National Association as the sole lenders party thereto (the “ABL Amendment”), which shall be in form and substance reasonably satisfactory to the Agent, the conditions to effectiveness of the ABL Amendment shall have been satisfied and the ABL Amendment shall be in full force and effectEffective Date.

Conditions to Effectiveness. This Amendment Agreement shall become --------------------------- effective only upon on the satisfaction in full date that each of the following conditions precedent:shall have been satisfied (or waived in accordance with Section 14(e)): (ai) Agent The Reorganization shall have received counterparts hereof, duly executed and delivered by all the parties heretooccurred; (bii) Agent shall have received a fully executed copy of each of the SWIMS Purchase Agreement and the SWIMS Subordinated Note, each of which shall be in full force and effect substantially concurrently with All conditions to the effectiveness of this Amendment, the Amended and the SWIMS Acquisition shall be consummated Restated Loan Agreement executed in accordance connection with the SWIMS Purchase Agreement substantially concurrently with the effectiveness of this AmendmentRevolver/Term Facility, as set forth in Section 4(a) thereof, shall have been satisfied or waived; (ciii) Except for the Partnership Distribution (as defined in the Modification Agreement referenced below) and the other elements of the Reorganization that would violate the terms of the Existing Loan Agreements but for the consent set forth in Section 1 of the Modification Agreement (the "Modification Agreement") dated as of July 31, 1996 among the Partnership, ----------------------- Borrower, Agent and the Lenders, no Default or Event of Default or Unmatured Event of Default under the Existing Loan Agreements shall have occurred and or be continuing on the date hereof; (d) Borrowers have provided Agent with a due diligence package relative to the SWIMS Acquisition, including an acquisition overview, investment highlights, sources and uses for the SWIMS acquisition, and SWIMS’ historical and forecasted profit and loss statements, in form and substance reasonably satisfactory to Agent; (e) Parent shall have received (or shall, substantially concurrently with the effectiveness hereof receive) the proceeds of the issuance of the SWIMS Subordinated Note in the amount of $13,000,000continuing, all of the proceeds of which shall have been (or, substantially concurrently with the effectiveness hereof, shall be) used to finance the purchase price and related transaction expenses paid by DFBG SWIMS to consummate the SWIMS Acquisition; (f) each of the representations and warranties made by contained in Section 8 of the Loan Parties in this Amendment and/or in any other Loan Document Existing Working Capital Agreement shall be true and correct in all material respects on and as (except those affected by the occurrence of the date hereof except (i) to Reorganization), and Borrower and the extent that any such representation or warranty relates to a specific date, in which case such representation and warranty Partnership shall be true and correct have satisfied in all material respects their covenants and obligations under the Modification Agreement. From and after the Loan Date: (x) the Existing Working Capital Agreement will be automatically amended and restated to read as of such earlier date this Agreement reads, without further action by any party, (y) Working Capital Loans under (and as defined in) the Existing Working Capital Agreement outstanding on the Loan Date shall continue under this Agreement, and (iiz) the rights and obligations of the parties hereto shall be governed by the provisions hereof, and the rights and obligations of the parties to the Existing Working Capital Agreement with respect to the period prior to the Loan Date shall continue to be governed by the provisions thereof as in effect prior to the Loan Date, except that such materiality qualifier shall not be applicable to any representations and warranties that are already qualified or modified by materiality in the text thereof; (g) all reasonable and documented fees and out-of-pocket expenses accrued under the Credit Existing Working Capital Agreement and this Amendment (including the outstanding fees and expenses of Agent, including without limitation, legal fees and expenses) have been paid by to the Loan Parties to the extent such fees and expenses have been invoiced to Borrowers; and (h) Agent shall have received a fully executed copy of an amendment to the ABL Credit Agreement, dated the date hereof, among the Borrowers, the Guarantors, the Parent and ▇▇▇▇▇ Fargo Bank, National Association as the sole lenders party thereto (the “ABL Amendment”), which Date shall be in form and substance reasonably satisfactory to paid on the Agent, the conditions to effectiveness of the ABL Amendment shall have been satisfied and the ABL Amendment shall be in full force and effectLoan Date.