Common use of Conditions to Effectiveness Clause in Contracts

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 when, each of the applicable conditions set forth below have been satisfied (or waived) in accordance with the terms herein: (a) the Administrative Agent shall have received from 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 on behalf of such party; (b) the Administrative Agent shall have received each of the items set forth on Annex C attached hereto, in each case, in form and substance reasonably acceptable to the Administrative 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.

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 when, each of the applicable conditions set forth below have been satisfied (or waived) in accordance with the terms hereinsubject to: (a) the receipt by the Administrative Agent shall have received (or its counsel) from each of the Borrower, each other Loan Partythe Administrative Agent and the Required Lenders, the Existing Lenders constituting Required Lenders and each First of either (i) an original counterpart of this Amendment Effective Date Term Lender a counterpart to this Amendment, duly executed and delivered signed on behalf of such partyparty 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 this Amendment; (b) the receipt by the Administrative Agent shall have received (or its counsel) from each of the items set forth Loan Parties, of either (i) an original counterpart of the Loan Parties’ acknowledgment attached to this Amendment signed on Annex C attached hereto, in each case, in form and substance reasonably acceptable behalf of such party or (ii) written evidence satisfactory to the Administrative AgentAgent (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) the receipt by the Administrative Agent of such documents, resolutions and certificates as the Administrative Agent or its counsel may reasonably request relating to the organization, existence and good standing of the Loan Parties, the authorization of the entering into and execution of this Amendment, and any other legal matters relating to the Loan Parties, this Amendment or the other Loan Documents, all in dollars 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, for the benefit of each First Amendment Effective Date Term Lender, based including a fee equal to twenty five basis points (0.25%) on its pro rata share of the aggregate amount of the First Amendment Effective Date Term Loan on Revolving Credit Commitment (determined immediately following the First Amendment Effective Dateeffectiveness of this Amendment), a non-refundable closing fee in an aggregate amount equal to 2.50% ($1,250,000.00) the Outstanding Amount of the aggregate principal amount of the First Amendment Effective Date Term Loan, which such fee shall be fully earned, due and payable A Loans on the date hereof hereof, and paid from the proceeds Outstanding Amount of the First Amendment Effective Date Term Loans; (d) all fees and expenses required to be paid B Loans 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 Loansdate hereof; (e) the truth payment of all reasonable legal fees and accuracy of disbursements for which invoices have been presented which have been incurred or sustained by the representations Administrative Agent in connection with this Amendment and warranties the Credit Agreement, the Loan Documents and any other related documents executed and/or delivered in Section 5 hereofconnection therewith; and (f) both immediately before and after giving effect the delivery to this Amendmentthe Administrative Agent of such other items, documents, agreements, items or actions as 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 continuingAdministrative Agent may reasonably request.

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 as of the first date hereof (the “First Amendment Effective Date”) when, and only when, each upon the occurrence of the applicable following conditions set forth below have been satisfied (or waived) in accordance with the terms hereinprecedent: (a) the The Administrative Agent shall have received from the Borrower, each other Loan Party, the Existing Lenders constituting Required Lenders and each counterparts of this First Amendment Effective Date Term Lender a counterpart to this Amendmentwhich, duly executed and delivered on behalf when taken together, bear the signatures of such party;all the parties hereto. (b) The Administrative Agent shall have received, on behalf of itself and the Lenders, a favorable written opinion of counsel for the Borrower referring to this First Amendment and the Credit Agreement, (i) dated the date hereof, (ii) addressed to the Administrative Agent and the Lenders, and (iii) covering such other matters relating to this First Amendment and the transactions hereunder and under the Credit Agreement as the Administrative Agent or its counsel shall reasonably request, and the Borrower hereby instructs its counsel to deliver such opinion. (c) All legal matters incident to this First Amendment, the Credit Agreement and the borrowings and extensions of credit thereunder shall be satisfactory to the Lenders and to ▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP, counsel for the Administrative Agent. (d) The Administrative Agent shall have received each on the date hereof: (i) a certificate of the items set forth on Annex C Secretary, Assistant Secretary, Chief Financial Officer, Treasurer or Assistant Treasurer of the Borrower dated the date hereof and certifying that attached heretothereto are true and correct copies of the following: (A) resolutions duly adopted by the Board of Directors of the Borrower authorizing this First Amendment and the execution, delivery and performance of this First Amendment and the borrowings under the Credit Agreement, and certifying that such resolutions have not been modified, rescinded or amended and are in each casefull force and effect; (B) any amendments since June 26, in form 2009 to Borrower’s Articles of Incorporation; (C) any amendments since June 26, 2009 to Borrower’s By-laws; and substance reasonably acceptable (D) any amendments since June 26, 2009 to the Administrative AgentBorrower’s Investment Management or Advisory Agreements, Custody Agreements, Administration Agreements, and Transfer Agency Agreements; (cii) receipt by a certificate of the Secretary or Assistant Secretary of Borrower dated the date hereof and certifying as to the incumbency and specimen signature of each officer executing this First Amendment, the Credit Agreement or any other document delivered in connection herewith on behalf of Borrower; and (iii) such other documents as the Lenders or counsel for the Administrative Agent in dollars may reasonably request. (e) The Administrative Agent shall have received all fees 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, other amounts due and payable on or prior to the date hereof and paid from hereof, including, to the proceeds extent invoiced, reimbursement or payment of the First Amendment Effective Date Term Loans; (d) all fees and out-of pocket expenses required to be reimbursed or paid on by 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 continuingBorrower hereunder.

Conditions to Effectiveness. This The effectiveness of this Second Amendment and each First Amendment Effective Date Term Lender’s obligation (other than the amendments to provide the First Amendment Effective Date Term Loan Commitments Credit Agreement set forth in Section 3 hereof, which shall become effective on the first date (the “First Amendment Effective Date”) when, and only when, each as of the applicable Consolidated Amendment Date (as defined below)) is subject to the satisfaction of the following conditions set forth below have been satisfied (or waived) in accordance with the terms hereinprecedent: (ai) the Administrative Agent shall have received from counterparts of this Second Amendment that, when taken together, bear the Borrower, each other Loan Partysignatures of the Obligors, the Existing Lenders constituting Agent and the Required Lenders and each First Amendment Effective Date Term Lender a counterpart to this Amendment, duly executed and delivered on behalf of such partyLenders; (bii) the Administrative Agent shall have received each of the items set forth on Annex C attached hereto, in each case, in form and substance reasonably acceptable to the Administrative 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 Second Amendment, the funding of the First Amendment Effective Date Term Loans and the consummation of the other transactions contemplated by this Amendment, (A) there shall exist no Default or Event of Default and (B) all representations and warranties of the Obligors contained herein or in the other than Credit Documents shall be true and correct in all material respects with the Designated Defaults) same effect as though such representations and warranties had been made on and as of the Second Amendment Effective Date, except to the extent that such representations and warranties expressly relate to an earlier specified date, in which case such representations and warranties shall have occurred been true and correct in all material respects as of the date when made; (iii) the Agent shall have received an executed copy of the merger agreement pursuant to which the PAMT Merger will be continuingconsummated, 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 documented 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 on or prior to the Second Amendment Effective Date; and (vi) the Agent shall have received such additional documents, instruments and information as the Agent may reasonably request to effect the transactions contemplated hereby.

Conditions to Effectiveness. This Incremental 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 upon the first date (the “First Amendment Effective Date”) when, and only when, each satisfaction of the applicable conditions set forth below have been satisfied (or waived) in accordance with the terms hereinbelow: (a) the Administrative Agent there shall have received from the Borrower, each other Loan Party, the Existing Lenders constituting Required Lenders exist no Default both immediately before and each First Amendment Effective Date Term Lender a counterpart after giving effect to this Incremental Amendment, duly executed and delivered on behalf of such party; (b) the Administrative Agent shall have received a counterpart signature page to this Incremental Amendment, duly executed and delivered by the Borrower, the Administrative Agent, each Guarantor, the owners of the items set forth Capital Stock of the Mission Borrowers (the “Pledgors”), the Revolving Credit Lenders electing to rollover their Revolving Credit Commitments into Tranche A Revolving Commitments, the Additional Revolving Lenders and the Term B-2 Lenders; (c) the Administrative Agent shall have received, on Annex behalf of itself, the Collateral Agent, the Lenders, the Swing Line Lender and the L/C attached heretoIssuer, in each casean opinion of ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ LLP, counsel for the Borrower, the other Nexstar Entities and the Mission Entities, addressed to the L/C Issuer, the Administrative Agent, the Collateral Agent and the Lenders and permitted to be relied upon by any persons who become Lenders pursuant to this Incremental Amendment, in form and substance reasonably acceptable satisfactory to the Administrative Agent; Agent and customary for senior secured credit facilities in transactions of this kind (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, including a non-refundable closing fee in an aggregate amount equal customary no conflicts opinion consistent with that provided pursuant 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;Section 4.01(g)), (d) the Administrative Agent shall have received (x) certificates of good standing from the applicable secretary of state of organization of each Loan Party, certificates of resolutions or other action, incumbency certificates and/or other certificates of a Responsible Officers of each Loan Party as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Incremental Amendment, (y) a certificate of a Responsible Officer of the Borrower certifying (A) as to compliance with clauses (i) through (iii) of the proviso to Section 2.14(a) of the Credit Agreement and (B) attaching the resolutions adopted by the Borrower approving or consenting to the Incremental Amendment and (z) a certificate of a Responsible Officer of the Borrower designating the Tranche A Revolving Commitments as “Refinancing Revolving Commitments”; (e) the Administrative Agent shall have received an amended and restated Revolver Reallocation Letter duly executed by the Consenting Revolving Lenders and the Additional Revolving Lenders; (f) the Administrative Agent shall have received a Loan Notice on or prior to the Second Incremental Amendment Closing Date; (g) the representations and warranties set forth in this Incremental Amendment shall be true and correct in all material respects as of the date of this Incremental Amendment (except (1) to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects as of such earlier date and (2) that any representation or warranty that is qualified by “materiality” or “Material Adverse Effect” shall be true and correct in all respects); (h) the Mission Credit Agreement shall be amended on substantially similar terms for the Mission Borrower as the terms set forth in this Incremental Amendment; (i) the Administrative Agent shall have received a Term B-2 Loan Note executed by the Borrower in favor of each Lender requesting a Term B-2 Loan Note; (j) the Administrative Agent shall have received a Revolving Credit Note executed by the Borrower in favor of each Additional Revolving Lender requesting a Revolving Credit Note; (k) the Administrative Agent shall have received evidence of payment of all fees and expenses required to be paid on the First Second Incremental Amendment Effective Closing Date pursuant to the Loan Documents Second Incremental Amendment Arranger Fee Letter; (in l) the case Borrower shall have paid all reasonable invoiced fees and expenses of the Administrative Agent’s counsel, ▇▇▇▇▇▇▇▇ PC, and the Administrative Agent shall have received evidence of payment of all other reasonable and documented out-of-pocket costs and expenses (including, without limitation, legal fees and expenses, to the extent ) that have been invoiced at least one (1) Business Day prior to the First Amendment Effective Dateeffective date of this Incremental Amendment. Simultaneously with effectiveness, (i) the Revolving Credit Lenders under the Existing Credit Agreement shall have been paid from all accrued fees on their Revolving Credit Commitments to, but not including, the proceeds of the First Second Incremental Amendment Effective Closing Date Term Loans; and (eii) the truth Revolving Credit Lenders under the Existing Credit Agreement shall have been paid all accrued and accuracy of the representations and warranties in Section 5 hereof; and (f) both immediately before and after giving effect to this Amendmentunpaid interest on their outstanding Revolving Credit Loans to, but not including, the funding of the First Second Incremental 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 continuingClosing 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 on which each of the following conditions is satisfied (the “First Amendment No. 2 Effective Date”) when, and only when, each of the applicable conditions set forth below have been satisfied (or waived) in accordance with the terms herein:): (a) the The Administrative Agent shall have received Agent’s receipt of executed counterparts of this Amendment from Holdings, the Borrower, each other Loan Partythe Administrative Agent, the Existing Lenders constituting Required Lenders Lenders, each Replacement Lender and each First Amendment Effective Date New Term Lender a counterpart to this AmendmentLoan Assignee, duly executed and delivered on behalf each of such party;which shall be originals or facsimiles or electronic copies (followed promptly by originals) unless otherwise specified. (b) the Administrative Agent The Borrower shall have received each paid in full, or substantially concurrently with the satisfaction of the items other conditions precedent set forth in this Section 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 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 converted to New Term Loans on Annex C attached heretothe Amendment No. 2 Effective Date), in each case, in form such payments to be made with the cash proceeds of the New Term Loans to be made on the Amendment No. 2 Effective Date and substance reasonably acceptable other funds available to the Administrative Agent;Borrower. (c) receipt by The Borrower shall have paid, or substantially concurrently with 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 satisfaction of the aggregate amount other conditions precedent set forth in this Section 5 shall pay, (i) the Second Lien Obligations and (ii) all accrued and unpaid fees, interest, premiums and reimbursable costs and expenses with respect to the Second Lien Obligations (including any amounts payable under Section 2.21 of the First Amendment Effective Date Term Loan on the First Amendment Effective DateSecond Lien Credit Agreement as a result to such prepayment), a non-refundable closing fee in an aggregate amount equal such payments to 2.50% (be made with $1,250,000.00) 50,000,000 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 cash proceeds of the First Amendment Effective Date New Term Loans; (d) all fees and expenses required Loans to be paid made 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.No. 2

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 when, each of the applicable conditions set forth below shall have been satisfied (or waived) waived in accordance with the terms herein:herein (such date, the “First Amendment Effective Date”): (a) the Administrative Agent shall have received from duly executed counterparts of this Amendment by the Borrower, each other Loan PartyHoldings, the Existing Guarantors, the Lenders constituting the Required Lenders under the Existing Credit Agreement as required hereby and each First Amendment Effective Date Term Lender a counterpart pursuant to this Amendment, duly executed and delivered on behalf of such partythe Credit Agreement; (b) the Administrative Agent shall have received each of the items set forth all fees and amounts due and payable on Annex C attached hereto, in each case, in form and substance reasonably acceptable or prior to the Administrative 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 two (12) Business Day Days prior to the First 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 been paid from received, (i) for the proceeds 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 or shall result, in each case, immediately prior to and after giving effect to this Amendment and the First Amendment to Term Loan Credit Agreement; (f) the Agent and the Lenders party hereto shall have received true, correct and complete copies of the Signal Peak Acquisition Agreement, the U.S. Well Merger Agreement and all amendments, modifications and supplements thereto, in each case, in existence as of the First Amendment Effective Date; (g) contemporaneously with the execution of this Amendment, the Agent shall have received a copy of an executed First Amendment to Term Loan Credit 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 Loans; Loan Agent, and the Obligors, in form and substance reasonably satisfactory to the Agent and the Required Lenders (e) the truth “Amendment to Intercreditor”). By executing and accuracy of the representations and warranties in Section 5 hereof; and (f) both immediately before and after giving effect delivering its signature page to this Amendment, each Lender acknowledges and agrees that the funding of the First Amendment Effective Date Term Loans and the consummation of the other transactions contemplated by conditions precedent set forth in this Amendment, no Default or Event of Default (other than the Designated Defaults) shall Section 2 have occurred and be continuingbeen satisfied.

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 when, each as of the applicable date hereof and upon the satisfaction of the following conditions set forth below have been satisfied (or waived) in accordance with the terms hereinprecedent: (a) the Administrative Each party hereto shall have executed and delivered this Amendment to Agent; (b) Agent shall have received from Borrower for each Lender a duly executed Second Amended and Restated Revolving Note dated the Borrower, each other Loan Party, the Existing Lenders constituting Required Lenders date hereof and each First Amendment Effective Date Term Lender a counterpart in form and substance satisfactory to this Amendment, duly executed Agent (the “Amended and delivered on behalf of such partyRestated Notes”); (bc) the Administrative Agent shall have received each of a fully and manually executed Second Amendment to Real Property Mortgage with respect to the items set forth on Annex C attached heretoreal Property located at ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, in each case▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, in form and substance reasonably acceptable satisfactory to Agent (the Administrative 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“Mortgage Amendment”); (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) Agent shall have been paid received from the proceeds Borrower a duly executed amendment to fee letter dated as of the First Amendment Effective Date Term Loansdate hereof in form and substance satisfactory to Agent (the “Fee Letter Amendment”); (e) Agent shall have received a copy of resolutions of Borrower’s board of directors (or analogous governing board) authorizing the truth execution, delivery and accuracy performance of this Amendment, the Amended and Restated Notes, the Mortgage Amendment and the Fee Letter Amendment, in form and substance satisfactory to Agent; (f) Agent shall have received for each Lender the favorable written opinions of counsel to Borrower, in form and substance satisfactory to Agent; (g) Borrower shall have paid to Agent, for the pro rata benefit of the representations and warranties in Section 5 hereofLenders, an amendment fee equal to $87,500; and (fh) 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 No Default or Event of Default (other than the Designated Defaults) shall have occurred and be continuingcontinuing on the date hereof or as of the date of the effectiveness of this Amendment.

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 as of the date first date (the “First Amendment Effective Date”) written above when, and only when, each of the applicable conditions set forth below have been satisfied (or waived) in accordance with the terms herein:, (a) the Administrative Agent shall have received from the Borrower, each other Loan Party, the Existing Lenders constituting Required Lenders and each First received: (i) counterparts of this Amendment Effective Date Term Lender a counterpart to this Amendment, duly executed and delivered on behalf of such partyby each party hereto; (bii) an opinion of counsel to the Borrower addressed to the Administrative Agent shall have received and each of Lender party to the items set forth on Annex C attached hereto, in each caseAmended Credit Agreement, in form and substance reasonably acceptable satisfactory to the Administrative AgentAgent as to such customary matters regarding this Amendment and the Amended Credit Agreement as the Administrative Agent may reasonably request; (ciii) receipt by such certificates of resolutions or other action, incumbency certificates and/or other certificates of the secretary or an assistant secretary of the General Partner or the Delegate, as the Administrative Agent in dollars may require to establish the identities of and in immediately available funds, for verify the benefit authority and capacity of each First Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Amendment Effective Date Term Lender, based on its pro rata share and the Amended Credit Agreement; (iv) a certificate dated as 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 signed by a Responsible Officer of the First Amendment Effective Date Term LoansBorrower certifying as to the matters set forth in Section 5(a) and Section 5(b) above; (dv) such evidence as the Administrative Agent may reasonably request to verify that the Borrower is duly organized or formed, validly existing and in good standing in the jurisdiction where organized; and (b) the 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 fee letter dated June 10, 2014 by and among the Borrower, JPMorgan Chase Bank, N.A. and ▇.▇. ▇▇▇▇▇▇ Securities LLC, and (ii) reimbursed or paid, to the extent timely invoiced to, and reviewed by, the Borrower, all out-of-pocket expenses required to be reimbursed or paid on by the First Amendment Effective Date pursuant to Borrower under 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 continuingCredit Agreement.

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 Incremental Assumption Agreement No. 1 shall become effective on the first date (the “First Amendment Effective Incremental Term B-1 Funding Date”) when, and only when, each on which all of the applicable following conditions set forth below have been satisfied (or waived) in accordance with waived by the terms herein:parties hereto): (a) The Administrative Agent (or its counsel) shall have received (1) from each Borrower, each Loan Party that is a Subsidiary of the Lux Borrower and 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 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 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 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 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 Loan 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, or will be simultaneously or substantially concurrently with the closing under this Incremental Assumption Agreement No. 1, released (or arrangements reasonably satisfactory to the Administrative Agent for such release shall have been made). (c) The Collateral Agent shall have received (i) from the Parent, the Lux Borrower, the Co-Borrower, MIL and MIP, a counterpart of each Irish Incremental Security Document to which such Person is a party, (ii) from the Lux Borrower and Mallinckrodt Group S.à ▇.▇., a counterpart of the Lux Incremental Security Confirmation Document, (iii) from Swiss Holdco, Swiss ▇▇▇▇▇ and the Lux Borrower, 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 Inactive Entities), a counterpart of a joinder to the Existing Lenders constituting Required Lenders 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 First Amendment Effective Date Term Lender of its Subsidiaries that qualifies as a “Subsidiary Loan Party” (other than the Inactive Entities), a counterpart of a joinder to this Amendmentthe U.S. Collateral Agreement, in each case duly executed and delivered on behalf of such party;person and in form and substance reasonably satisfactory to the Administrative Agent. (bd) 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 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 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 each a certificate of the items set forth on Annex C attached hereto, Secretary or Assistant Secretary or Director or similar officer of each Loan Party signatory to any agreement or other document referenced in each case, in form and substance reasonably acceptable to the Administrative Agent; paragraph (b) or (c) receipt above (other than the Lux Borrower, Swiss Holdco and Swiss ▇▇▇▇▇) dated the 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 any non-U.S. jurisdiction) as of a recent date by the Administrative Agent in dollars and in immediately available funds, for the benefit Secretary 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% State ($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 (or other similar official or Governmental Authority in the case of expensesany 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 invoiced at least one 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 (1) Business Day prior to or other similar official or Governmental Authority in the First Amendment Effective Date) shall have been paid from case of any Loan Party organized outside the proceeds United States of the First Amendment Effective Date Term LoansAmerica); (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.

Conditions to Effectiveness. This The effectiveness of this Amendment and is subject only to the satisfaction (or waiver by each First Amendment Effective Date Term Lender’s obligation to provide ) of the following conditions precedent (the date on which such conditions have been satisfied (or waived by each First Amendment Effective Date Term Loan Commitments shall become effective on the first date (Lender) the “First Amendment Effective Date”): The Incremental Arranger shall have received executed counterparts of (A) whenthis Amendment from the Borrower and each First Amendment Term Lender, (B) that certain Second Lien Guarantor Consent and only when, each Reaffirmation dated as of the applicable conditions set forth below have been satisfied (or waived) date hereof, made by each Guarantor in accordance with the terms herein: (a) favor of the Administrative Agent shall have received from and the Collateral Agent, and (C) that certain fee letter dated the date hereof, by and among the Borrower, each other Loan PartyFirst Amendment Term Lender and the Incremental Arranger (the “First Amendment Fee Letter”), from the Existing Lenders constituting Required Lenders Borrower and each First Amendment Effective Date Term Lender a counterpart Lender. The representations and warranties of the Borrower and each other Loan Party contained in Article V of the Second Lien Credit Agreement or any other Loan Document shall be true and correct in all material respects (and in all respects if any such representation or warranty is already qualified by materiality) on and as of the date hereof, except to this Amendmentthe extent that such representations and warranties specifically refer to an earlier date, duly executed in which case they shall be true and delivered on behalf correct in all material respects (and in all respects if any such representation or warranty is already qualified by materiality) as of such party; earlier date, and except that for purposes of this Section 5(b), the representations and warranties contained in Sections 5.05(a) and (b) the Administrative Agent shall have received each of the items set forth on Annex C attached hereto, in each case, in form and substance reasonably acceptable Second Lien Credit Agreement shall be deemed to refer to the Administrative Agent; most recent financial statements furnished pursuant to Sections 6.01(a) and (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% ($1,250,000.00b) of the aggregate principal amount of the First Amendment Effective Date Term LoanSecond Lien Credit Agreement, which such fee shall be fully earnedrespectively, due and payable on prior to 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 Sections 5.12, 5.14 and after giving effect to this Amendment, the funding 5.17 of the First Amendment Effective Date Term Loans and Second Lien Credit Agreement shall be made by reference to the consummation date hereof. The Offeror shall make each of the other transactions contemplated Major Representations in respect of itself and such Major Representations shall be true and correct in all material respects (and in all respects if any such representation or warranty is already qualified by this Amendment, no Default or materiality) on and as of the date hereof. No Event of Default (other than the Designated Defaults) shall have occurred and be continuingcontinuing as of the date hereof.

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 upon the first date (the “First Amendment Effective Date”) when, and only when, each of on which the applicable conditions set forth below Administrative Agent shall have been satisfied (or waived) in accordance with the terms hereinreceived: (a) the Administrative Agent shall have received from 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 on behalf by a duly authorized officer of such partythe Borrower; (b) the Administrative Agent shall have received each of the items set forth on Annex C attached hereto, in each case, in form and substance reasonably acceptable written consents to the Administrative Agentexecution of this Amendment (“Lender Consent Letters”) from Lenders constituting the Required Lenders; (c) receipt a Tranche C Lender Addendum executed and delivered by each Tranche C Term Loan Lender and accepted by the Borrower; (d) an executed Acknowledgment and Consent, in the form set forth at the end of this Amendment, from each Loan Party other than the Borrower (such Acknowledgements and Consents, together with this Amendment, the “Amendment Documents”); (e) a favorable written opinion (addressed to 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 Lenders and dated the First Amendment Effective Date 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 reasonably request; (f) all fees required to be paid, and all reasonable out-of-pocket expenses of the Administrative Agent for which invoices have been presented (including reasonable fees, disbursements and other charges of counsel to the Agents), on or before the First Amendment Effective Date; and (g) subject to Section 9 hereof, satisfactory evidence that the outstanding principal amount of, and all accrued and unpaid interest on, the Tranche B Term Loan on Loans shall have been 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 Lenders of the First Amendment Effective Date, a non-refundable closing fee in an aggregate amount equal to 2.50% ($1,250,000.00) and such notice shall be conclusive and binding. Notwithstanding the foregoing, this Amendment shall not become effective unless each 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 foregoing conditions is satisfied at least one (1) Business Day or 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 Amendment5:00 p.m., the funding of the First Amendment Effective Date Term Loans and the consummation of the other transactions contemplated by this AmendmentNew York City time, no Default or Event of Default (other than the Designated Defaults) shall have occurred and be continuingon December 31, 2003.

Conditions to Effectiveness. This The effectiveness of the Third Amendment and each First Amendment Effective Date Term Lender’s obligation to provide the First Amendment Effective Date Incremental Term Loan Commitments shall become effective on Commitment, the first date 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 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 (the date on which such conditions shall have been so satisfied or waived, the “First Third Amendment Effective Date”) when, and only when, each of the applicable conditions set forth below have been satisfied (or waived) in accordance with the terms herein:): (a) the Administrative Agent shall have executed a counterpart of this Amendment and received from the Borrower, each other Loan Party, the Existing Lenders constituting Required Lenders and each First Amendment Effective Date Term Lender (i) a counterpart to this Amendment, duly Amendment executed and delivered on behalf of such partyby the Borrower 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 certificate dated the Third Amendment Effective Date and executed by a Responsible Officer of each of the items set forth on Annex C Loan Parties, certifying that attached heretothereto is a true and complete copy of resolutions or written consents of its board of directors or other relevant governing body or Person, in each caseas the case may be, in form authorizing the execution, delivery and substance reasonably acceptable performance of this Amendment and any other Loan Document to the Administrative 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 which it is a party to be entered into as of the aggregate amount of the First Amendment Effective Date Term Loan on the First Third Amendment Effective Date, a non-refundable closing fee and that such resolutions or written consents have not been modified, rescinded or amended and are in an aggregate amount equal to 2.50% ($1,250,000.00) of the aggregate principal amount of the First Amendment Effective Date Term Loanfull force and effect without amendment, 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 Loansmodification or rescission; (e) the truth and accuracy Administrative Agent shall have received a certificate from the chief financial officer, chief accounting officer or other Responsible Officer of the representations Borrower attesting to the Solvency of the Borrower and warranties in Section 5 hereof; and (f) both immediately before and its Restricted Subsidiaries on a consolidated basis after giving effect to this Amendment, Amendment on the funding of the First Third Amendment Effective Date Term Loans and Date, substantially in the consummation form of Exhibit L to the other transactions contemplated by this Amendment, Credit Agreement; (f) no Default or Event of Default (other than the Designated Defaults) shall have occurred and be continuingcontinuing on the Third Amendment Effective Date after giving effect to this Amendment and the Third Amendment Incremental Term Loans on the Third Amendment Effective Date; (g) the Administrative Agent shall have received an officer’s certificate from a Responsible Officer of Holdings and dated the Third Amendment Effective Date, certifying that (i) each condition set forth in Sections 4(b) and 4(f) hereof have been satisfied on and as of the Third Amendment Effective Date and (ii) the Third Amendment Incremental Term Loans comply with the provisions of Section 2.16 of the Credit Agreement after giving effect to the amendments set forth in Section 2 hereof; (h) the Administrative Agent shall have received the legal opinion of Skadden, Arps, Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇ LLP, acting as New York counsel for the Borrower and each other Loan Party, addressed to the Administrative Agent and the Third Amendment Incremental Term Loan Lenders and reasonably satisfactory to the Administrative Agent; and (i) the Administrative Agent shall have received a Loan Notice relating to the Borrowing of the Third Amendment Incremental Term Loans on the Third Amendment Effective Date. Each Party to this Amendment hereby agrees that the amendments set forth in Section 2 hereof shall be effective immediately prior to the effectiveness of the amendments set forth in Section 3 hereof and the making of the Third Amendment Incremental Term Loans.

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 when, each of the applicable conditions set forth below shall have been satisfied (or waived) waived in accordance with the terms herein:herein (such date, the “First Amendment Effective Date”): (a) the Administrative Agent shall have received from duly executed counterparts of this Amendment by the Borrower, each other Loan PartyHoldings, the Existing Guarantors, the Additional Term Loan Lenders and the Lenders constituting Required Lenders under the Existing Credit Agreement as required hereby and each First Amendment Effective Date Term Lender a counterpart pursuant to this Amendment, duly executed and delivered on behalf of such partythe Credit Agreement; (b) (i) the Administrative existing Lenders shall have received a duly executed copy of that certain First Amendment Consent Fee Letter (the “First Amendment Consent Fee Letter”), dated as of the First Amendment Effective Date, by and between the Borrower and the Agent and (ii) the Agent shall have received each that certain Additional Term Loan Fee Letter, dated as of the items set forth on Annex C attached heretoFirst Amendment Effective Date (the “Additional Term Loan Fee Letter”, in each caseand together with the First Amendment Consent Fee Letter, in form the “First Amendment Fee Letters”), by and substance reasonably acceptable to between the Administrative Borrower and the Agent; (c) receipt by the Administrative Agent in dollars and in immediately available funds, for shall have received all fees (including fees under the benefit of each First Amendment Effective Date Term Lender, based Fee Letters) and amounts due and payable on its pro rata share of the aggregate amount of or prior to 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 two (12) Business Day Days prior to the First 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; (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 ABL 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 or shall result, in each case, after giving effect to this Amendment and the First Amendment to ABL Credit Agreement; (f) the Agent and the Lenders party hereto shall have received a certificate signed by a Responsible Officer of the Borrower certifying as to the satisfaction of the conditions set forth in Section 4 (d) and Section 4(e) of this Amendment; (g) the Agent shall have received a certificate executed by the Chief Financial Officer of Holdings as of the First Amendment Effective Date, substantially in the form of Exhibit F to the Existing Credit Agreement, attesting to the Solvency of Holdings and its Subsidiaries (on a consolidated basis) immediately after giving effect to this Amendment; (h) the Agent shall have received a certificate executed by a Responsible Officer of Holdings, the Borrower and the Guarantors, substantially in the form of Exhibit G to the Existing Credit Agreement, which attaches (i) resolutions or other equivalent action documentation authorizing the Agreement, (ii) incumbency certificates, (iii) Organization Documents and (iv) good standing certificates; (i) the Agent shall have received an opinion from ▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP and an opinion from The ▇▇▇▇▇▇▇ Law Firm, PC, each counsel to the Obligors, in form and substance reasonably satisfactory to the Agent, addressed to the Agent and the Lenders as of the First Amendment Effective Date; (j) the Agent (or its counsel) shall have been paid from received true, correct and complete copies of the proceeds First Amendment Acquisition Documents and all amendments, modifications and supplements thereto in existence as of the First Amendment Effective Date; (k) the Agent and the Additional Term Loan Lenders shall have received a Notice of Borrowing with respect to the Additional Term Loans (the “Additional Term Loans Borrowing Notice”); (l) the Agent shall have received a copy of an executed First Amendment of the ABL Credit Agreement in form and substance reasonably satisfactory to the Agent and the Required Lenders; and (m) the Agent shall have received a copy of an executed amendment to the ABL Intercreditor Agreement dated as of the First Amendment Effective Date Term Loans; by and among the Agent, the ABL Collateral Agent, and the Obligors, in form and substance reasonably satisfactory to the Agent and the Required Lenders (e) the truth “Amendment to Intercreditor”). By executing and accuracy of the representations and warranties in Section 5 hereof; and (f) both immediately before and after giving effect delivering its signature page to this Amendment, each Lender acknowledges and agrees that the funding of the First Amendment Effective Date Term Loans and the consummation of the other transactions contemplated by conditions precedent set forth in this Amendment, no Default or Event of Default (other than the Designated Defaults) shall Section 4 have occurred and be continuingbeen satisfied.

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 as of the date first date written above (such date, the “First Amendment No. 4 Effective Date”) when, and only when, each of the applicable conditions set forth below have been satisfied (or waived) in accordance with the terms herein:, (a) the Administrative Agent shall have received from counterparts of this Amendment executed by the BorrowerAdministrative Agent, each other Loan PartyTerm Lender, the Existing Lenders constituting Required Lenders Lenders, Holdings and each First Amendment Effective Date Term Lender a counterpart to this Amendment, duly executed and delivered on behalf of such partythe Parent Borrower; (b) the Administrative Agent shall have received each for the ratable account of the items set forth on Annex C attached Term Lenders party hereto, an additional payment equal to $5,000,000, which additional payment shall be payable in each case, in the form and substance reasonably acceptable to the Administrative Agentof additional Term Loans of like aggregate principal amount; (c) receipt by SMART Global Holdings, Inc., a Cayman Islands exempted company or a Subsidiary thereof shall have made a common equity investment of at least $9,900,000 in cash to the Administrative Agent Parent Borrower; (d) 10,402,765 warrants to purchase ordinary shares of SMART Global Holdings, Inc. in dollars and in immediately available funds, for the benefit aggregate shall have been earned as of each First the Amendment No. 4 Effective Date and issued to the Term LenderLenders in each case pursuant to a Warrant Agreement substantially in the form of Annex C hereto, with each Term Lender receiving its pro rata portion of such warrants 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 outstanding principal amount of the First Amendment Effective Date Term Loan, which Loan held by such fee shall be fully earned, due and payable on the date hereof and paid from the proceeds Term Lender as 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 No. 4 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 of each Loan Party set forth in Section 5 hereofthe Loan Documents shall be true and correct in all material respects on and as of the Amendment No. 4 Effective Date; provided that, to the extent that such representations and warranties specifically refer to an earlier date, they shall be true and correct in all material respects as of such earlier date; provided further that any representation and warranty that is qualified as to “materiality”, “Material Adverse Effect” or similar language shall be true and correct in all respects on the Amendment No. 4 Effective Date or on such earlier date, as the case may be; and (f) both on the Amendment No. 4 Effective Date and 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.

Conditions to Effectiveness. This Amendment and each First Second Amendment Effective Date Term Lender’s obligation to provide the First Second Amendment Effective Date Term Loan Commitments shall become effective on the first date (the “First Second Amendment Effective Date”) when, and only when, each of the applicable conditions set forth below have been satisfied (or waived) in accordance with the terms herein: (a) the Administrative Agent shall have received from the Borrower, each other Loan Party, the Existing Lenders constituting Required Lenders and each First Second Amendment Effective Date Term Lender a counterpart to this Amendment, duly executed and delivered on behalf of such party; (b) the Administrative Agent shall have received each of the items set forth on Annex C attached hereto, in each case, in form and substance reasonably acceptable to the Administrative Agent; (c) receipt by the Administrative Agent in dollars and in immediately available funds, for the benefit of each First Second Amendment Effective Date Term Lender, based on its pro rata share of the aggregate amount of the First Second Amendment Effective Date Term Loan on the First Second Amendment Effective Date, a non-refundable closing fee in an aggregate amount equal to 2.50% ($1,250,000.00875,000.00) of the aggregate principal amount of the First 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 First Second Amendment Effective Date Term Loans; (d) all fees and expenses required to be paid on the First 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 First Second Amendment Effective Date) shall have been paid from the proceeds of the First Second Amendment Effective Date Term Loans; (e) the truth and accuracy of the representations and warranties in Section 5 3 hereof; and (f) both immediately before and after giving effect to this Amendment, the funding of the First Second 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.

Conditions to Effectiveness. This The effectiveness of this Waiver and Amendment and is subject to the satisfaction in full of each First Amendment Effective Date Term Lender’s obligation to provide of the First Amendment Effective Date Term Loan Commitments shall become effective on the first date conditions precedent set forth in this Section 4 (the date upon which each of such conditions precedent has been satisfied, the “First Amendment Effective Date”) when, and only when, each of the applicable conditions set forth below have been satisfied (or waived) in accordance with the terms hereinas follows: (a) for the effectiveness of Sections 3(a), 3(b), and 3(d) – (f) hereof, the Administrative Agent shall have received counterparts of this Waiver and Amendment that, when taken together, bear the signatures of the Borrower, the Guarantors and the Supermajority Lenders; (b) for the effectiveness of Sections 3(c), and 3(g) – (k) hereof, the Administrative Agent shall have received counterparts of this Waiver and Amendment that, when taken together, bear the signatures of the Borrower, the Guarantors and the Required Lenders; (c) the representations and warranties contained in Section 5 hereof are true and correct; (d) all costs and expenses due and owing pursuant to Section 11 hereof to the Administrative Agent by the Borrower shall have been paid in full; (e) all legal matters incident to this Waiver and Amendment shall be satisfactory to ▇▇▇▇▇▇, ▇▇▇▇▇ & Bockius LLP, counsel for the Administrative Agent; (f) the Administrative Agent shall have received from a modified Compliance Certificate for the fiscal year ending September 30, 2017 executed by an Authorized Officer of the Borrower, each other Loan Party, certifying that the Existing Lenders constituting Required Lenders and each First Amendment Effective Date Term Lender a counterpart to this Amendment, duly executed and delivered on behalf Overhead expenditures of the Credit Parties for such partyfiscal year were not in excess of $58,462,542; (bg) the Administrative Seer P&A Agent shall have received each of executed an amendment to the items Seer P&A Facility Credit Agreement granting substantively identical amendments to those set forth on Annex C attached heretoin this Waiver and Amendment to the extent applicable to the Seer P&A Facility Credit Agreement (i.e., in each caseexcluding the amendments set forth herein relating to modifications to the Borrowing Base or Borrowing Base reporting), in form and substance reasonably acceptable satisfactory to the Administrative 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 (fh) 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) Subordinated Agent shall have occurred executed an amendment to the Subordinated Loan Agreement granting substantively identical amendments to those set forth in this Waiver and be continuingAmendment to the extent applicable to the Subordinated Loan Agreement (i.e., excluding the amendments set forth herein relating to modifications to the Borrowing Base or Borrowing Base reporting), in form and substance satisfactory to the Administrative Agent.

Conditions to Effectiveness. This Section 1 and Section 2 of this Amendment and each First Amendment Effective Date Term Lender’s obligation to provide the First Amendment Effective Date Term Loan Commitments Agreement shall become effective only upon the satisfaction on the first date (the “First Amendment Effective Date”) whenor prior to September 29, and only when, each 2000 of all of the applicable following conditions precedent and the conditions set forth below have been satisfied in Section 5E hereof (the date of satisfaction of such conditions being referred to herein as the "FIRST AMENDED AND RESTATED CREDIT AGREEMENT EFFECTIVE DATE"): A. On or waived) in accordance with before the terms hereinFirst Amended and Restated Credit Agreement Effective Date, Company shall deliver to Administrative Agent the following, each, unless otherwise noted, dated the First Amended and Restated Credit Agreement Effective Date: (ai) Resolutions of the Administrative Agent Board of Directors of Company, approving and authorizing the execution, delivery, and performance of this Amendment Agreement and the Acquisition, certified as of the First Amended and Restated Credit Agreement Effective Date by its corporate secretary or an assistant secretary as being in full force and effect without modification or amendment; (ii) Signature and incumbency certificates of the officers of Company executing this Amendment Agreement; and (iii) A copy of the Acquisition Agreement, as executed by the parties thereto, which shall be reasonably satisfactory in form and substance to the Agents and their counsel, and which shall be certified by an officer of Company as being a true and correct copy thereof. B. Each of the Agents shall have received from the Borrower, each other Loan Party, the Existing Lenders constituting Required Lenders and each First executed counterparts of this Amendment Effective Date Term Lender a counterpart to this AmendmentAgreement, duly executed and delivered on behalf of such party; (a) each of the Requisite Lenders and (b) each Lender that has an Acquisition Term Loan Commitment. C. All documents executed or submitted in connection with the Administrative Agent transactions contemplated hereby by or on behalf of Company or any of its Subsidiaries shall have received each of the items set forth on Annex C attached hereto, in each case, be reasonably satisfactory in form and substance reasonably acceptable to the Administrative 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 Agents and their counsel; each of the First Amendment Effective Date Term Loan on the First Amendment Effective DateAgents and their counsel shall have received all information, a non-refundable closing fee in an aggregate amount equal to 2.50% ($1,250,000.00) approvals, opinions, documents or instruments that each 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) Agents or their counsel 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 continuingreasonably requested.

Conditions to Effectiveness. Section 2.1. This Amendment and each First Amendment Effective Date Term Lender’s obligation to provide the First Amendment Effective Date Term Loan Commitments shall not become effective until, and shall become effective on the first date (the “First Amendment Effective Date”) when, each and only when, each every one of the applicable following conditions set forth below shall have been satisfied (or waived) in accordance with the terms hereinsatisfied: (a) executed counterparts of this First Amendment, duly executed by the Administrative Company and the holders of 100% of the outstanding Notes shall have been delivered to the Noteholders; (b) executed counterparts of the Intercreditor Agreement, duly executed by the Company, the Bank Creditors, the Collateral Agent, the 2013 Purchasers (as defined in the Intercreditor Agreement) and the the holders of 100% of the outstanding Notes shall have been delivered to the Noteholders; (c) executed counterparts of the Security Agreement, duly executed by the Company, the Specified Subsidiaries (as defined in the Security Agreement) and the Collateral Agent shall have been delivered to the Noteholders; (d) the Noteholders shall have received evidence satisfactory to them that the Bank Credit Agreement have been amended substantially as proposed in the from annexed hereto annexed hereto as Exhibit B; (e) the holders of Notes shall have received evidence satisfactory to them that the Note Purchase Agreement dated as of June 27, 2013 has been amended substantially as proposed in the form annexed hereto as Exhibit C ; (f) the representations and warranties of the Company set forth Section 5 of the Note Purchase Agreement, as amended by this First Amendment, are true and correct on and with respect to the date hereof; (g) the Guaranty Agreement (attached to the Note Purchase Agreement as Exhibit 2) shall have been duly executed and delivery by each Restricted Subsidiary and shall be in full force and effect; (h) In order to create in favor of the Collateral Agent, for the ratable benefit of the Secured Creditors, a valid, perfected first priority security interest in the personal property Collateral, Collateral Agent shall have received from the BorrowerCompany and each Subsidiary Guarantor, as applicable, each other Loan Party, in a form reasonably satisfactory to the Existing Lenders constituting Required Lenders Collateral Agent: (1) evidence satisfactory to Collateral Agent of the compliance by Company and each First Amendment Effective Date Term Lender a counterpart Subsidiary Guarantor, as applicable, with their respective obligations under the Intercreditor Agreement and the other Collateral Documents (including their obligation to this Amendmentexecute or authorize, duly as applicable, and deliver UCC financing statements, assignments and originals of securities, instruments and chattel paper); (2) evidence that each Company and each Subsidiary Guarantor shall have taken or caused to be taken any other action, executed and delivered on behalf of such partyor caused to be executed and delivered any other agreement, document and instrument and made or caused to be made any other filing and recording (other than as set forth herein) reasonably required by any Agent; (bi) the Administrative The Collateral Agent shall have received each the results of the items set forth on Annex C attached heretoa Lien search (including a search as to judgments, in each casepending litigation, bankruptcy, tax and intellectual property matters), in form and substance reasonably acceptable satisfactory thereto, made against the Company and the Subsidiary Guarantors, if any, under the UCC (or applicable judicial docket) as in effect in each jurisdiction in which filings or recordations under the UCC should be made to the Administrative Agent; (c) receipt by the Administrative Agent evidence or perfect security interests in dollars and in immediately available funds, for the benefit of each First Amendment Effective Date Term Lender, based on its pro rata share all assets of the aggregate amount Company and the Subsidiary Guarantors, if any, indicating among other things that the assets of the First Amendment Effective Date Term Loan on Company and the First Amendment Effective Date, a non-refundable closing fee in an aggregate amount equal to 2.50% Subsidiary Guarantors are free and clear of any Lien ($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 hereofexcept for Permitted Encumbrances); and (fj) 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) Company shall have occurred paid the fees and be continuingexpenses of C▇▇▇▇▇▇ and C▇▇▇▇▇ LLP, counsel to the Noteholders, in connection with the negotiation, preparation, approval, execution and delivery of this First Amendment.

Conditions to Effectiveness. This Amendment and Upon the satisfaction of each First Amendment Effective Date Term Lender’s obligation of the following conditions, this Agreement shall be deemed to provide the First Amendment Effective Date Term Loan Commitments shall become be effective on the first date (the date such conditions are satisfied, the “First Amendment Effective Date”) when, and only when, each of the applicable conditions set forth below have been satisfied (or waived) in accordance with the terms herein:): (a) the Administrative Agent shall have received from counterparts of this Amendment (including all Exhibits hereto) executed by the Borrower, each other Loan PartyAgent, the Existing Lenders constituting Required Lenders and each First Amendment Effective Date Term Lender a counterpart to the Borrowers and the Borrowers shall have performed and complied with all covenants, agreements and conditions contained in this Amendment, duly executed the Credit Agreement and delivered the other Loan Documents which are required to be performed or complied with by the Borrowers before or on behalf of such partyEffective Date; (b) upon making the Administrative Agent Revolving Loans (including such Revolving Loans made to reimburse fees, costs and expenses then payable under this Amendment, the Credit Agreement or the Fee Letter dated as of July 26, 2010), and the consummation of the transactions contemplated hereby, and with all of the Borrowers’ obligations current in accordance with historical practices, the Borrowers shall have received each Availability of the items set forth on Annex C attached hereto, in each case, in form and substance reasonably acceptable to the Administrative Agentat least $25,000,000; (c) receipt by the Administrative Agent in dollars all representations and warranties made hereunder 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 other 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 Documents shall be fully earned, due true and payable correct as if made on the date hereof and paid from the proceeds of the First Amendment Effective Date Term Loanssuch date; (d) all fees no Default or Event of Default shall have occurred and expenses required be continuing after giving effect to the Loans to be paid made and the Letters of Credit to be issued 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 Agent and accuracy the Lenders shall have received such opinions of counsel for the Borrowers as the Agent or any Lender shall request, each such opinion to be in a form, scope, and substance satisfactory to the Agent, the Lenders, and their respective counsel and shall include among other things, an opinion that this Amendment does not cause a violation under the Senior Secured Notes Indenture; (f) the Agent shall have received: (i) searches of UCC filings in the jurisdiction of the representations chief executive office and warranties state of incorporation of each Borrower and each jurisdiction where a filing would need to be made in Section 5 hereoforder to perfect the Agent’s security interest in the Collateral, copies of the financing statements on file in such jurisdictions and evidence that no Liens exist other than Permitted Liens; (ii) searches of ownership of intellectual property in the appropriate governmental offices; (iii) duly executed UCC-3 Termination Statements and such other instruments, in form and substance satisfactory to the Agent, as shall be necessary to terminate and satisfy all Liens on the Property of the Borrowers except Permitted Liens; (iv) such patent/trademark/copyright filings as requested by the Agent in order to perfect the Agent’s security interest in intellectual property; (v) all instruments and chattel paper in the possession of any of the Credit Parties, together with allonges or assignments as may be necessary or appropriate to perfect the Agent’s security interest in the Collateral; (vi) duly executed consents as are necessary, in the Agent’s sole discretion, to perfect the Lenders’ security interest in the Collateral; (vii) in the case of any personal property Collateral of $100,000 or greater located at premises leased by a Borrower, such estoppels letters, consents and waivers from the landlords on such real property or bailees as may be required by the Agent; and (fviii) both immediately before duly executed Account Control Agreements with respect to Collateral for which a control agreement is required for perfection of the Agent’s security interest under the UCC; (g) the Agent shall have received a certificate of a Responsible Officer of each Borrower, certifying (i) that attached copies of such Borrower’s articles of incorporation (or the equivalent thereof) and after giving effect bylaws (or the equivalent thereof) are true and complete, and in full force and effect, without amendment except as shown; (ii) that an attached copy of resolutions authorizing execution and delivery of the Amendment is true and complete, and that such resolutions are in full force and effect, were duly adopted, have not been amended, modified or revoked; and (iii) to the title, name and signature of each Person authorized to sign the Amendment and any other Loan Documents (the Agent may conclusively rely on this certificate until it is otherwise notified by the applicable Borrower in writing); (h) the Agent shall have received copies of the charter documents of each Borrower, certified to be true and correct as of a recent date by the Secretary of State or other appropriate official of such Borrower’s jurisdiction of organization; (i) the Agent shall have received good standing certificates for each Borrower, issued by the Secretary of State or other appropriate official of such Borrower’s jurisdiction of organization and each other jurisdiction reasonably requested by the Agent where such Borrower’s conduct of business or ownership of Property necessitates qualification; (j) the Borrowers shall have paid all fees and expenses of the Agent and the Attorney Costs incurred in connection with this Amendment or any of the Loan Documents and the transactions contemplated hereby or thereby; (k) all proceedings taken in connection with the execution of this Amendment, all other Loan Documents and all documents and papers relating thereto shall be satisfactory in form, scope, and substance to the Agent and the Lenders; (l) the completion by the Agent of its due diligence in connection with the Loan Documents, with the results thereof, being acceptable to the Agent; (m) there shall not have occurred a material adverse change (i) in the business, assets, Properties, liabilities (actual or contingent), operations or condition (financial or otherwise) of the Borrowers and their Subsidiaries, taken as a whole, since June 28, 2009 or (ii) in the facts and information regarding such entities as represented through the date hereof; (n) there shall not exist any pending or threatened litigation, investigation, bankruptcy or insolvency, injunction, order or claim affecting or relating to any Borrower, this Amendment, the funding Credit Agreement and the other Loan Documents, the Senior Secured Notes or the Senior Secured Notes Indenture, that has not been settled, dismissed, vacated, discharged or terminated prior to the Effective Date which could reasonably be expected to have a Material Adverse Effect; (o) the Agent shall have received inventory appraisals and field examinations by the Agent and its affiliates and/or third parties, in scope and with results in all respects satisfactory to the Agent in its sole discretion; (p) the Borrowers shall have notified the Senior Secured Notes Collateral Agent and the Senior Secured Notes Trustee that the parties hereto are entering into this Agreement; and (q) without limiting the generality of the First Amendment items described above, the Borrowers and each Person guarantying or securing payment of the Obligations shall have delivered or caused to be delivered to the Agent (in form and substance reasonably satisfactory to the Agent), such financial statements, instruments, resolutions, documents, agreements, certificates, opinions and other items as may be reasonably required by the Agent and its counsel. The acceptance by the Borrowers of any Loans made or Letters of Credit issued on the Effective Date Term shall be deemed to be a representation and warranty made by the Borrowers to the effect that all of the conditions precedent to the making of such Loans or the issuance of such Letters of Credit have been satisfied, with the same effect as delivery to the Agent and the consummation Lenders of a certificate signed by a Responsible Officer of the Parent on behalf of the Borrowers, dated the Effective Date, to such effect. Execution and delivery to the Agent by a Lender of a counterpart of this Amendment shall be deemed confirmation by such Lender that (i) all conditions precedent herein have been fulfilled to the satisfaction of such Lender, (ii) the decision of such Lender to execute and deliver to the Agent an executed counterpart of this Amendment was made by such Lender independently and without reliance on the Agent or any other transactions contemplated by this AmendmentLender as to the satisfaction of any condition precedent set forth herein, no Default and (iii) all documents sent to such Lender for approval consent, or Event of Default (other than the Designated Defaults) shall have occurred and be continuingsatisfaction were acceptable to such Lender.

Conditions to Effectiveness. This Incremental Amendment and each First Amendment Effective Date (Term Lender’s obligation to provide the First Amendment Effective Date Term Loan Commitments A-1 Loan) shall become effective on the first date (the “First Amendment Incremental Effective Date”) when, and only when, when each of the applicable following conditions set forth below shall have been satisfied (or waived) in accordance with the terms hereinsatisfied: (ai) this Incremental Amendment (Term A-1 Loan) shall have been executed and delivered by the US Borrower, each other US Obligations Guarantor, each Incremental Term A-1 Lender and the Administrative Agent; and (i) the Administrative Agent shall have received from received: (a) certified copies of resolutions of the Borrower, Boards of Directors (or the equivalent governing body) of the US Borrower and each other Loan Party, US Obligations Guarantor or statements of unanimous written consent in lieu thereof of each such party approving the Existing Lenders constituting Required Lenders and each First Amendment Effective Date Term Lender a counterpart to this Amendment, duly executed and delivered on behalf of such party; (b) the Administrative Agent shall have received each of the items matters set forth on Annex C attached heretoin this Incremental Amendment (Term A-1 Loan) and the transactions contemplated herein, in each caseand such resolutions or statements, as the case may be, shall be in form and substance reasonably acceptable satisfactory to the Administrative Agent; (cb) receipt by an executed opinion in a form reasonably satisfactory to the Administrative Agent in dollars and in immediately available fundsof ▇▇▇▇▇ & ▇▇▇▇▇ LLP, legal advisers to the Loan Parties on matters of New York law; (c) an officer’s certificate of a Responsible Officer of Parent certifying that (1) on the date of request for the benefit of each First Amendment Effective Date Incremental Term Lender, based on its pro rata share of A-1 Facility and the aggregate amount of the First Amendment Effective Date Term Loan on the First Amendment Incremental Effective Date, a non-refundable closing fee the conditions in an aggregate amount equal to 2.50% ($1,250,000.00Section 2.14(d) of the aggregate principal amount Credit Agreement and Section 4.03 of the First Amendment Credit Agreement were (or shall be) satisfied, (2) on the Incremental Effective Date and after giving pro forma effect to the Incremental Term Loan, which such fee shall be fully earned, due A-1 Facility (and payable on to the date hereof and paid from the proceeds incurrence of the First Amendment Effective Date Term Loans; (d) all fees and expenses required A-1 Loans to be paid on the First Amendment Effective Date made pursuant to the Loan Documents (Incremental Term A-1 Facility, assuming the utilization in the case full 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 all new 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 AmendmentA-1 Commitments provided pursuant thereto), no Default or Event of Default (other than the Designated Defaults) shall have occurred and be continuingcontinuing and (3) the other requirements of Section 2.14(a) of the Credit Agreement have been complied with in respect of the Incremental Term A-1 Facility; and (d) the US Borrower shall have paid all fees and other amounts due and payable to the Administrative Agent and the Incremental Term A-1 Lenders, including, to the extent invoiced, reimbursement or payment of reasonable and documented out-of-pocket expenses in connection with this Incremental Amendment (Term A-1 Loan) 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.

Conditions to Effectiveness. This The effectiveness of this Amendment and each First Amendment Effective Date Term Lender’s obligation to provide the First Amendment Effective Date Term Loan Commitments obligations of the Lenders hereunder shall become effective occur on the first such date (the “First Amendment Effective Date”) when, and only when, each of that the applicable following conditions set forth below have been satisfied (or waived) in accordance with the terms herein: (a) The Borrower shall have delivered to the Administrative Agent shall have received from 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 on behalf of such party; (b) the Administrative Agent shall have received each of the items set forth on Annex C attached hereto, in each casefollowing, in form and substance reasonably satisfactory to the Administrative Agent: (i) from each party hereto either (A) a counterpart of this Amendment signed on behalf of such party or (B) written evidence satisfactory to the Administrative Agent (a) In connection with the increase of the Revolver Commitments of certain Existing Lenders on the Effective Date, the Borrower shall (i) prepay, or cause to be prepaid, the Advances (if any) that are outstanding immediately prior to the effectiveness of this Amendment and (ii) simultaneously borrow new Advances in an amount equal to such prepayment (plus the amount of any additional borrowings that may have been requested by the Borrower at such time); provided that with respect to subclauses (i) and (ii), (x) the prepayment to, and borrowing from, any Lender with a Revolver Commitment under the Existing Credit Agreement immediately prior to the Effective Date (each, an “Existing Lender”) shall be effected by book entry to the extent that any portion of the amount prepaid to such Existing Lender will be subsequently borrowed from such Existing Lender and (y) the Lenders shall make and receive payments among themselves, in a manner acceptable to the Administrative Agent; (c) receipt , so that, after giving effect thereto, the Advances are held ratably by the Administrative Agent Lenders in dollars and in accordance with the respective Revolver Commitments 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, which, for the funding purposes of the First Amendment Credit Agreement and each other Loan Document, each as amended hereby, will be as set forth opposite such Person’s name on Schedule 2.01 to the Credit Agreement, as amended hereby. Each of the Lenders hereby consents to the non-pro rata payment described in this Section 3(a). Notwithstanding anything to the contrary contained in the Credit Agreement, as amended hereby, the Borrower shall have no liability to any Lender for any amounts that would otherwise be payable pursuant to Section 8.05 of the Credit Agreement, as amended hereby, as a result of the prepayment and borrowing on the Effective Date Term Loans and the consummation of the other transactions contemplated by this Section 3(a). (b) Each of the Lenders hereby acknowledges and agrees that (i) no Lender nor the Administrative Agent has made any representations or warranties or assumed any responsibility with respect to (A) any statements, warranties or representations made in or in connection with the Credit Agreement, as amended hereby, or the execution, legality, validity, enforceability, genuineness or sufficiency of the Credit Agreement, as amended hereby, the Existing Credit Agreement or any other Loan Document or (B) the financial condition of any Loan Party or the performance by any Loan Party of its obligations hereunder or under any other Loan Document; (ii) it has received such information as it has deemed appropriate to make its own credit analysis and decision to enter into this Amendment; and (iii) it has made and continues to make its own credit decisions in taking or not taking action under this Amendment, no Default independently and without reliance upon the Administrative Agent or Event any other Lender. (which may include telecopy transmission of Default a signed signature page to this Amendment) that such party has signed a counterpart of this Amendment; (iii) an opinion of counsel to the Borrower, dated as of the date hereof, in a form satisfactory to Administrative Agent and covering such matters relating to the transactions contemplated hereby as the Administrative Agent may reasonably request; and (iv) such other than documents or items that the Designated DefaultsAdministrative Agent, the Lenders or their counsel may reasonably request. (b) The Borrower shall have occurred paid (i) to the Administrative Agent, upon application with appropriate documentation, all reasonable and be continuingdocumented out-of-pocket costs and expenses of the Administrative Agent, including reasonable and documented out-of-pocket fees, charges and disbursements of counsel for the Administrative Agent, incurred in connection with this Amendment and the transactions contemplated herein, in each case, to the extent required by and subject to the terms and limitations of Section 9.03 of the Credit Agreement and (ii) to the Administrative Agent any fees due and owing by the Borrower to the Lenders and Administrative Agent as of the date hereof. (ii) a certificate of the Secretary or Assistant Secretary of the Borrower (a) certifying to and attaching (A) the Borrower’s Organizational Documents, (B) the ▇▇▇▇▇▇▇▇’s Operating Documents and (C) the resolutions adopted by the board of directors (or similar governing body) of the Borrower approving or consenting to this Amendment, (b) certifying as to the names, true signatures and incumbency of the officer or officers of the Borrower, authorized to execute and deliver this Amendment and any other, agreements, instruments and documents delivered in connection herewith on behalf the Borrower, and (c) attaching a certificate of the Secretary of State (or equivalent body) of the Borrower’s state of organization as to the good standing or existence of the Borrower;

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 only upon satisfaction in full, in a manner reasonably satisfactory to the Origination Agent, of the following conditions precedent (the first date (upon which all such conditions shall have been satisfied or waived being herein called the “First Fourth Amendment Effective Date”) when, and only when, each of the applicable conditions set forth below have been satisfied (or waived) in accordance with the terms herein:): (a) the Administrative Agent The Agents shall have received from 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 by the Loan Parties, each Agent and delivered on behalf of such party;the Required Lenders. (b) the Administrative Agent shall have received each The representations and warranties contained in this Amendment and in Article VI of the items set forth on Annex C attached hereto, Financing Agreement and in each caseother Loan Document shall be true and correct in all material respects (except that such materiality qualifier shall not be applied to any representations or warranties that already are qualified or modified as to “materiality” or “Material Adverse Effect” in the text thereof, which representations and warranties shall be true and correct in form all respects subject to such qualification) on and substance reasonably acceptable to the Administrative 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 as of the aggregate amount of the First Amendment Effective Date Term Loan on the First Fourth 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 AmendmentAmendment (including the consent set forth in Section 3 hereof), as though made on and as of such date (unless such representations or warranties are stated to relate to an earlier date, in which case such representations and warranties shall be true and correct in all material respects (except that such materiality qualifier shall not be applied to any representations or warranties that already are qualified or modified as to “materiality” or “Material Adverse Effect” in the funding text thereof, which representations and warranties shall be true and correct in all respects subject to such qualification) on and as of the First Amendment Effective Date Term Loans and the consummation of the other transactions contemplated by this Amendment, no such earlier date). (c) No Default or Event of Default (other than the Designated Defaults) shall have occurred and be continuingcontinuing on the Fourth Amendment Effective Date, after giving effect to this Amendment (including the consent set forth in Section 3 hereof), or result from this Amendment becoming effective in accordance with its terms. (d) The Borrowers shall have paid on or before the Fourth Amendment Effective Date all fees, costs and expenses then payable pursuant to Section 2.06 and Section 12.04, including, without limitation, the reasonable fees and expenses of (i) S▇▇▇▇▇▇ R▇▇▇ & Z▇▇▇▇ LLP, counsel to the Origination Agent and (ii) Holland & Knight LLP, counsel to Administrative Agent.

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 on which all of the following conditions precedent have been satisfied or waived (the “First Second Amendment Effective Date”) when, and only when, each of the applicable conditions set forth below have been satisfied (or waived) in accordance with the terms herein:): (a) the The Administrative Agent shall have received from a counterpart of this Amendment duly executed and delivered by the Parent, Holdings and the Borrower. (b) The Administrative Agent shall have received an Acknowledgment and Consent, each other Loan Party, substantially in the Existing Lenders constituting Required Lenders form of Exhibit A hereto (the “Acknowledgment and each First Amendment Effective Date Term Lender a counterpart to this AmendmentConsent”), duly executed and delivered on behalf of such party;by the Borrower and the Guarantors. (bc) the The Administrative Agent shall have received each executed Lender Consent Letters, substantially in the form of Exhibit B hereto (“Lender Consent Letters”), from Lenders constituting not less than the Required Prepayment Lenders (as defined in the Credit Agreement without giving effect to this Amendment). (d) On or before the Second Amendment Effective Date, all corporate and other proceedings taken or to be taken in connection with this Amendment shall be reasonably satisfactory in form and substance to Administrative Agent and its counsel, and Administrative Agent and such counsel shall have received all such counterpart originals or certified copies of such documents as Administrative Agent may reasonably request. (e) The Administrative Agent shall have received a certificate of the items set forth on Annex C attached heretoBorrower, in each casedated as of the Second Amendment Effective Date, in form and substance reasonably acceptable satisfactory to the Administrative 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 The Administrative Agent shall have received the legal opinion of Akin Gump S▇▇▇▇▇▇ H▇▇▇▇ & F▇▇▇ LLP, counsel to the Loan Parties, in form and after giving effect substance reasonably satisfactory to this Amendmentthe Administrative Agent. (g) All material governmental and third party approvals necessary in connection with the continuing operations of the Parent, Holdings, the funding Borrower and its Restricted Subsidiaries and the transactions contemplated hereby shall have been obtained and be in full force and effect. (h) The Administrative Agent shall have received all expenses for which invoices have been presented supported by customary documentation (including reasonable fees, disbursements and other charges of counsel to the First Administrative Agent), on or before the Second 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 continuingDate.

Conditions to Effectiveness. The effectiveness of this Second Amendment (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 as of the date hereof) are subject to the satisfaction (or waiver) of the following conditions: SECTION 4.1 This Second Amendment shall have been duly executed by the Borrower, the Administrative Agent and each First the New Term Lenders (whether pursuant to the execution and delivery of a Lender Consent, a Joinder or counterparts to this Second Amendment, as applicable) and delivered to the Administrative Agent. SECTION 4.2 At the time of and immediately after the Second Amendment Effective Date and the making of Refinancing Term Lender’s obligation to provide Loans, no Default or Event of Default shall have occurred and be continuing. SECTION 4.3 The representations and warranties set forth in ARTICLE III of the First Credit Agreement and those set forth in Article V of this Second Amendment shall be true and correct in all material respects on and as of the date of the making of Refinancing Term Loans and the Second Amendment Effective Date Term Loan Commitments shall become effective on the first date (the “First Amendment Effective Date”) when, and only when, each of the applicable conditions set forth below have been satisfied (or waived) in accordance with the terms herein:same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date; 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. (a) the SECTION 4.4 The Administrative Agent shall have received a notice of Borrowing from the Borrower, each other Loan Party, Borrower pursuant to Section 2.03 of the Existing Lenders constituting Required Lenders Second Amended and each First Amendment Effective Date Restated Credit Agreement with respect to the Refinancing Term Lender a counterpart to this Amendment, duly executed and delivered on behalf of such party;Loans. (b) the SECTION 4.5 The Administrative Agent shall have received each received, on behalf of itself and the items set forth on Annex C attached heretoNew Term Lenders, a satisfactory written opinion of K▇▇▇▇▇▇▇ & E▇▇▇▇ LLP, counsel for the Borrower (i) dated the Second Amendment Effective Date and (ii) addressed to the Administrative Agent and the New Term Lenders, and in each case, in form and substance reasonably acceptable each of their permitted assigns. The Borrower hereby requests such counsel to deliver such opinion. SECTION 4.6 All fees required to be paid on the Administrative Agent; (c) receipt by the Administrative Agent in dollars and in immediately available funds, for the benefit of each First Second Amendment Effective Date Term Lenderpursuant to that certain Engagement Letter dated as of January 20, based on its pro rata share of 2017 by and between the aggregate amount of Borrower and Deutsche Bank Securities, Inc. (the First Amendment Effective Date Term Loan on the First Amendment Effective Date, a non“Engagement Letter”) and reasonable and documented out-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 of-pocket expenses required to be paid on the First Second Amendment Effective Date pursuant to the Loan Documents (in the case of expensesEngagement Letter, to the extent invoiced at least one three (13) Business Day Days prior to the First Second Amendment Effective Date) , shall, upon the Second Amendment Effective Date, have been paid. SECTION 4.7 The Borrower shall have been paid from applied, concurrently with the proceeds exchange of the First Amendment Effective Date Exchanged 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 Loans with Refinancing Term Loans and the consummation making of the other transactions contemplated by this AmendmentIncreased Term Loans and Additional Term Loans (if any), no Default or Event the Net Proceeds of Default the Refinancing Term Loans (if any), together with cash on hand, to prepay in full the principal amount of all Existing Term Loans other than the Designated Defaults) shall have occurred and be continuingExchanged Term Loans.

Conditions to Effectiveness. This Third Amendment and shall not be effective until each First Amendment Effective Date Term Lender’s obligation of the following conditions precedent has been fulfilled to provide the First Amendment Effective Date Term Loan Commitments shall become effective on reasonable satisfaction of the first date Administrative Agent (the date on which this Third Amendment is so effective being referred to as the “First Third Amendment Effective Date”) when, and only when, each of the applicable conditions set forth below have been satisfied (or waived) in accordance with the terms herein:): (a) the The Administrative Agent shall have received from the Borrower, each other Loan Party, the Existing Lenders constituting Required Lenders and each First counterparts of this Third Amendment Effective Date Term Lender a counterpart to this Amendment, duly executed and delivered on behalf by each of such party;the parties hereto and thereto. (b) the The Administrative Agent shall have received (i) a Borrowing Base Certificate, and (ii) a Term Loan Borrowing Base Certificate, each dated as of the items set forth Third Amendment Effective Date, relating to the Fiscal Month ended on Annex C attached heretoApril 3, 2021 and in each caseform and substance satisfactory to the Administrative Agent. 159920.01001/125732841v.6 (c) The Administrative Agent shall have received an amendment to the Intercreditor Agreement, which amendment shall (i) have been duly executed by all parties thereto and delivered to the Administrative Agent, (ii) be in form and substance reasonably satisfactory to the Administrative Agent and the Required Lenders, and (iii) among other things, include an amendment to the definition of “Maximum ABL Facility Amount” to reflect the Aggregate Commitments after giving effect to this Third Amendment. (d) The Administrative Agent shall have received, in form and substance reasonably acceptable satisfactory to the Administrative Agent; (c) receipt by , a favorable opinion of Blank Rome LLP, counsel to the Loan Parties, addressed to the Administrative Agent and each Lender, as to such matters concerning the Loan Parties and the Loan Documents as the Administrative Agent may reasonably request. (e) The Administrative Agent shall have received, in dollars form and substance reasonably satisfactory to the Administrative Agent, a certificate signed by a Responsible Officer of the Lead Borrower certifying (i) that the conditions specified in immediately available fundsthis Section 5 have been satisfied, for (ii) that there has been no event or circumstance since the benefit date of each First the Audited Financial Statements that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect, (iii) either that (1) no consents, licenses or approvals are required in connection with the execution, delivery and performance by such Loan Party and the validity against such Loan Party of the Loan Documents to which it is a party, or (2) that all such consents, licenses and approvals have been obtained and are in full force and effect, and (iv) to the Solvency of the Loan Parties on a Consolidated basis as of the Third Amendment Effective Date Term Lender, based on its pro rata share after giving effect to the transactions contemplated hereby. (f) The representations and warranties of each other Loan Party contained in Article V of the aggregate amount of the First Amendment Effective Date Term Credit Agreement or any other Loan on the First Amendment Effective DateDocument, a non-refundable closing fee or which are contained in an aggregate amount equal to 2.50% ($1,250,000.00) of the aggregate principal amount of the First Amendment Effective Date Term Loanany document furnished at any time under or in connection herewith or therewith, which such fee shall be fully earned, due true and payable correct in all material respects on and as of 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 after giving effect to the Loan Documents transactions contemplated hereby, except (i) in the case of expensesany representation and warranty qualified by materiality, they shall be true and correct in all respects, (ii) to the extent invoiced at least one that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects (1or in all respects, as applicable) Business Day prior to the First Amendment Effective Dateas of such earlier date, and (iii) shall have been paid from the proceeds for purposes of the First Amendment Effective Date Term Loans; (e) the truth and accuracy of this Section 5, the representations and warranties contained in subsections (a) and (b) of Section 5 hereof; and5.05 of the Credit Agreement shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01 of the Credit Agreement. (fg) both immediately before and after After giving effect to this Amendment, the funding of the First Third Amendment Effective Date Term Loans and the consummation of the other transactions contemplated by this Amendmenthereby, no Default or Event of Default (other than the Designated Defaults) shall have occurred and be continuingcontinuing or would result therefrom. (h) There shall be no material misstatements in the written materials furnished by the Loan Parties to the Agents or the Lenders prior to closing of this Third Amendment, or in the representations or warranties of the Loan Parties made in the Credit Agreement. The Administrative Agent shall be satisfied, in its reasonable discretion, that any financial statements delivered to it fairly present the business and financial condition of the Borrowers and their Subsidiaries, taken 159920.01001/125732841v.6 as a whole, as of the date thereof and for the periods covered thereby, and that since the date of the Audited Financial Statements, there has been no event or circumstance, either individually or in the aggregate, that has had or could reasonably be expected to have a Material Adverse Effect. The Administrative Agent shall be satisfied, in its reasonable discretion, that any projections delivered to it represent the Borrowers’ good faith estimate of their future financial performance and were prepared on the basis of assumptions believed by the Borrowers to be fair and reasonable in light of current business conditions at the time such projections were prepared. (i) The Borrowers shall have paid the fees contemplated to be paid on the Third Amendment Effective Date pursuant to the Fee Letter. (j) If any Loan Party or any of its Subsidiaries owns any Margin Stock, 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. (k) There shall not have occurred since January 30, 2021 (a) 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 (b) 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. (l) The Agents shall have been reimbursed by the Loan Parties for all reasonable invoiced costs and expenses of the Agents (including, without limitation, reasonable attorneys’ fees) in connection with the preparation, negotiation, execution, and delivery of this Third Amendment and related documents. The Loan Parties hereby acknowledge and agree that the Administrative Agent may charge the Loan Account to pay such costs and expenses. (m) The Administrative Agent shall have received all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including, without limitation, the Patriot Act and the Canadian AML Legislation. (n) Unless otherwise agreed in writing by the Agents in their sole discretion, the Agents shall have received, in form and substance reasonably satisfactory to the Agents, such documents, instruments and agreements as the Agents may reasonably request, including, without limitation, the documents, instruments and agreements described on Schedule III hereto.

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 Incremental Effective Date”) when, and only when, when each of the applicable following conditions set forth below shall have been satisfied (or waived) in accordance with the terms hereinsatisfied: (ai) the Administrative Agent this First Amendment shall have received from been executed and delivered by the Borrower, each other Loan Partythe Guarantor, the Existing Lenders constituting Required Incremental Lenders and each First Amendment Effective Date Term Lender a counterpart to this Amendment, duly executed and delivered on behalf of such party; (b) the Administrative Agent shall have received each of the items set forth on Annex C attached hereto, in each case, in form and substance reasonably acceptable to the Administrative Agent; (cii) receipt by the Administrative Agent representations and warranties set forth in dollars Article III of the Credit Agreement and in immediately available funds, for the benefit of each First Amendment Effective Date Term Lender, based other Loan Document shall be true and correct in all material respects on its pro rata share and as of the aggregate amount date hereof with the same effect as though made on and as of the First Amendment Effective Date Term Loan on date hereof, except to the First Amendment Effective Dateextent such representations and warranties expressly relate to an earlier date, a non-refundable closing fee in an aggregate amount equal to 2.50% which case they shall be true and correct in all material respects as of such earlier date; ($1,250,000.00iii) all of the aggregate principal amount conditions specified in Section 2.21 of the First Amendment Effective Date Term Loan, which such fee Credit Agreement applicable to the Commitment Increases shall have been satisfied; (iv) no Event of Default shall have occurred or be fully earned, due and payable continuing on the date hereof and paid from immediately after giving effect to the proceeds of the First Amendment Effective Date Term LoansCommitment Increases; (dv) the Borrower shall have paid all fees and other amounts due and payable to the Administrative Agent and the Lenders, including, (a) to the extent invoiced, reimbursement or payment of reasonable and documented out-of-pocket expenses in connection with this First Amendment 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 on the First Amendment Effective Date or reimbursed pursuant to the Loan Documents Credit Agreement and (b) all fees that are due and payable under any fee letter entered into in the case of expenses, to the extent invoiced at least one (1) Business Day prior to the connection with this First Amendment Effective Date) shall have been paid from the proceeds of the First Amendment Effective Date Term LoansAmendment; (evi) the truth Administrative Agent and accuracy each Incremental Lender shall have received a certificate of the representations Borrower executed by a Responsible Officer of the Borrower (i) attaching resolutions approving and warranties in Section 5 hereof; and authorizing the execution and delivery of this First Amendment and certifying on behalf of itself and each of the other Loan Parties that the organizational documents of each Loan Party have not been amended or otherwise modified since the Effective Date, (fii) both immediately before and representing that the Borrower is Solvent after giving effect to this AmendmentFirst Amendment and (iii) demonstrating that after giving effect to the incurrence of the requested Commitment Increase, the funding Borrower’s Senior Secured Net Leverage Ratio (assuming such Commitment Increase is fully drawn and otherwise on a Pro Forma Basis as of the First Amendment Effective Date Term Loans then most recently ended Test Period) shall not exceed 2.00:1.00; (vii) each Incremental Lender and the consummation of the other transactions contemplated by this Amendment, no Default or Event of Default (other than the Designated Defaults) Administrative Agent shall have occurred received, in form reasonably satisfactory to the Incremental Lenders, a legal opinion of White & Case LLP addressed to the Incremental Lenders party hereto with respect to each Loan Party’s corporate existence, requisite corporate power and be continuingauthority, and the due execution and delivery of, and enforceability against such Loan Party of, this First Amendment; and (viii) the Additional Lender shall have received, at least three Business Days prior to the Incremental Effective Date, all documentation and other information about the Loan Parties and Subsidiaries that it shall have reasonably determined is required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the USA Patriot Act.

Conditions to Effectiveness. This Amendment and each First Amendment Effective Date Term Lender’s obligation to provide shall be effective only upon the First Amendment Effective Date Term Loan Commitments shall become effective on the first date (the “First Amendment Effective Date”) when, and only when, each satisfaction of the applicable conditions set forth below have been satisfied (or waived) in accordance with the terms hereinfollowing conditions: (a) the Administrative Agent shall have received from and approved the following financial statements of ProFitness and its Subsidiaries: (i) the audited consolidated balance sheets as of September 30, 2007 for the preceding 21 calendar months, and the related consolidated statements of income, shareholders’ equity and cash flows for the respective fiscal years then ended; (ii) the unaudited consolidated balance sheets as of December 31, 2005 and the related consolidated statements of income, shareholders' equity and cash flows for such fiscal year then ended; and (iii) comparison financial statements of the nine (9) month periods ending September 30, 2006 and ending September 30, 2007. (b) the Lenders shall have received and approved the projected balance sheets, statements of income and statements of cash flows for the Borrower and its Subsidiaries on a quarterly basis for Fiscal Years 2008 and 2009, prepared or approved by the Borrower which shall incorporate the ProFitness Acquisition (the "2008/2009 Projections"); (c) the Borrower shall have executed and delivered Term Notes, in form and substance satisfactory to Administrative Agent, evidencing the Term Loans of each Lender; (d) the Borrower, each other Loan Partyof the Guarantors, the Existing Administrative Agent, the Issuing Bank and the Lenders constituting Required Lenders and each First Amendment Effective Date Term Lender a counterpart to this Amendment, duly shall have executed and delivered on behalf a counterpart of such partythis Amendment; (be) the Lenders shall have received and approved of the terms and conditions of the acquisition of ProFitness and all material documents relating thereto, including, the ProFitness Acquisition Agreement and, if requested by Administrative Agent, any due diligence materials delivered or generated in connection therewith; (f) the ProFitness Acquisition shall have been substantially consummated in accordance with the terms of such approved ProFitness Acquisition Agreement and the documentation required by Section 8.18 of the Credit Agreement shall have been executed, as applicable, and delivered to the Administrative Agent; (g) each of the representations and warranties of the Borrower contained in Section 13 shall be true and correct in all material respects as of the date as of which all of the other conditions contained in this Section 12 shall have been satisfied; (h) the Borrower shall have paid the fees required by Section 11; and (i) the Administrative Agent shall have received each of the items set forth on Annex C attached heretosuch documents, in each caseinstruments, in form certificates, opinions and substance approvals as it reasonably acceptable to the Administrative 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 may 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 continuingrequested.

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 as of the date first date above written (the “First Amendment Effective Date”) when, and only when, each of the applicable following conditions set forth below have been satisfied (or waived) waived by the Administrative Agent and the Lenders party hereto in accordance with the terms herein: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 from the Borrowerfollowing documents, each other Loan Party, document being dated the Existing Lenders constituting Required Lenders and each First Amendment Effective Date Term Lender a counterpart to this Amendment, duly executed and delivered on behalf date of such party; (b) receipt thereof by the Administrative Agent (which date shall have received each of be the items set forth on Annex C attached heretosame for all such documents, in each caseexcept as otherwise specified below), in form and substance reasonably acceptable satisfactory to the Administrative Agent: (i) either (A) counterparts of this Amendment duly executed by each of the Borrowers, the Majority Lenders, the Administrative Agent, the Fronting Banks and the Swing Line Lender or (B) written evidence satisfactory to the Administrative Agent (which may include telecopy or other electronic transmission of a signed signature page of this Amendment) that such parties have signed counterparts of this Amendment; (cii) receipt by copies of all the Administrative Agent in dollars and in 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 available funds, for preceding the benefit of each First Amendment Effective Date Term Lenderwill 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 ▇▇▇▇▇ ▇. ▇▇▇▇▇▇, based on its pro rata share Associate General Counsel of FirstEnergy Service Company, counsel for the aggregate amount Borrowers; (iv) an opinion of ▇▇▇▇▇ Day, special counsel for the First Amendment Effective Date Term Loan on Borrowers; (v) good standing certificates with respect to FE issued no earlier than fifteen (15) days prior to 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; (dvi) 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 fees documents evidencing any other necessary corporate action with respect to this Amendment, the Amended Agreement and expenses required to be paid on the First Amendment Effective Date pursuant to the such other 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 LoansDocuments; (evii) a certificate of the Secretary or an Assistant Secretary of each Borrower certifying (A) the truth names and accuracy true signatures of the representations officers of such Borrower authorized to sign this Amendment and warranties each other Loan Document being executed and delivered in Section 5 hereofconnection 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 (fviii) a certificate of an Authorized Officer of each Borrower (the statements in which shall be true) certifying that, both immediately before and after giving effect to this Amendment, the funding of the First Amendment Effective Date Term Loans (A) no event has occurred and the consummation of the other transactions contemplated by this Amendment, no Default or is continuing that constitutes an Event of Default or an Unmatured Default with respect to such Borrower (other than the Designated DefaultsRelevant Events of Default) and (B) all representations and warranties of such Borrower contained in the Amended Agreement and each other Loan Document 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 (other than any such representation or warranty that by its terms refers to a specific date, in which case such representation and warranty shall be true and correct as of such specific date). (c) The Administrative Agent shall have occurred received evidence, in form and substance satisfactory to the Administrative 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 FE shall have certified to the Administrative Agent and the Lenders that no such defaults (other than such defaults that have been waived) exist. (d) (i) FE shall have executed and delivered to the Administrative Agent the fee letter agreement, dated the date hereof, between FE and the Administrative Agent and (ii) FE shall have paid (or caused to be continuingpaid) 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 Patriot Act and the Beneficial Ownership Regulation, to the extent such documentation or information is requested by the Administrative Agent on behalf of any Lender prior to the Amendment Effective Date.

Conditions to Effectiveness. This Amendment The agreement of Prudential and each First Amendment Effective Date Term Lender’s obligation the Series A Purchasers to provide amend and restate the First Amendment Effective Date Term Loan Commitments shall become effective Existing Agreement in its entirety as provided herein is subject to the satisfaction, on or before the first date (the “First Amendment Effective Date”) when, and only when, each of the applicable conditions set forth below have been satisfied (or waived) in accordance with the terms hereinfollowing conditions: (a3A(1) Prudential and the Administrative Agent Series A Purchasers shall have received from the Borrowerfollowing documents, 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 on behalf of such party; (b) by the Administrative Agent shall have received each of the items set forth on Annex C attached hereto, in each case, party or parties thereto and in form and substance reasonably acceptable satisfactory to Prudential and the Administrative AgentSeries A Purchasers: (i) Second Amended and Restated Parent Guarantee Agreement, dated as of the date hereof, executed by the Parent, in the form of Exhibit D-1 hereto (the “Parent Guaranty”); (cii) receipt Second Amended and Restated Subsidiary Guarantee Agreement, dated as of the date hereof, executed by each of the Subsidiary Guarantors, in the form of Exhibit D-2 hereto (the “Subsidiary Guaranty”); (iii) Second Amended and Restated Subordination Agreement, dated as of the date hereof, by and among the Credit Parties, any of their respective Subsidiaries party to any subordination agreement in connection with the Bank Credit Agreement, Prudential and the Series A Purchasers, in the form of Exhibit E hereto (the “Subordination Agreement”); (iv) Second Amended and Restated Pledge and Security Agreement, dated as of the date hereof, executed by the Administrative Agent Obligors and the Subsidiary Guarantors in dollars and in immediately available fundsfavor of the Notes Collateral Agent, as secured party, for the benefit of each First Amendment Effective Date Term Lenderthe holders from time to time of Notes, based on its pro rata share in the form of Exhibit F hereto (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“Pledge Agreement”); (dv) 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 LoansIntercreditor Agreement; (evi) Second Amended and Restated Collateral Agency Agreement, dated as of the date hereof, executed by the Issuer, Prudential, the Series A Purchasers and the Notes Collateral Agent; (vii) the truth and accuracy Bank Credit Agreement, dated as of the representations date hereof, certified by a Responsible Officer of the Issuer as being true and warranties in Section 5 hereofcorrect as of the Effective Date; and (fviii) both immediately before such other certificates, documents 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 agreements as Prudential may request (other than the Designated Defaults) shall have occurred and be continuingincluding those referenced in paragraph 3B).

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 not become effective on the first date (the “First Amendment Effective Date”) when, unless and only when, until each of the applicable following conditions set forth below precedent have been satisfied fulfilled, all as determined by BANA in its sole discretion (or waived) unless waived by BANA in accordance with the terms herein:writing): (a) the Administrative Agent This Amendment, and all documents, instruments and agreements required hereunder or related hereto shall have received from been executed by the Borrower, each other Loan Party, the Existing Lenders constituting Required Lenders appropriate parties and each First Amendment Effective Date Term Lender a original counterpart signatures shall have been delivered to this Amendment, duly executed and delivered on behalf of such party;BANA. (b) All actions on the Administrative Agent part of the Companies necessary for the valid execution, delivery and performance of the terms of this Amendment shall have received each of the items set forth on Annex C attached hereto, in each case, in form been duly and substance reasonably acceptable effectively taken and evidence thereof satisfactory to the Administrative Agent;BANA shall have been provided to BANA. (c) receipt by the Administrative Agent in dollars and The Companies shall have paid to BANA in immediately available funds, for funds all amounts required to be paid by the benefit Companies upon the execution 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;this Amendment. (d) all fees and expenses required to be paid on the First Amendment Effective Date pursuant BANA shall have received a copy of an original fully executed amendment to the Loan Documents (Credit Agreement, upon terms reasonably satisfactory to BANA, which amendment shall be in the case of expenses, full force and effect and not subject 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;any unsatisfied conditions precedent. (e) BANA shall have received a copy of an original fully executed amendment to the truth Receivables Purchase Agreement dated as of April 28, 2005 which evidences the Permitted Securitization, upon terms reasonably satisfactory to BANA, which amendment shall be in full force and accuracy of the representations effect and warranties in Section 5 hereof; andnot subject to any unsatisfied conditions precedent. (f) both immediately before BANA shall have received satisfactory evidence, in a form and after giving effect of a nature acceptable to BANA in its discretion, of the consent of Wachovia Bank, National Association to the terms and conditions of 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.

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 only upon satisfaction in full, in a manner reasonably satisfactory to the Origination Agent, of the following conditions precedent (the first date (upon which all such conditions shall have been satisfied or waived being herein called the “First Seventh Amendment Effective Date”) when, and only when, each of the applicable conditions set forth below have been satisfied (or waived) in accordance with the terms herein:): (a) the Administrative Agent The Agents shall have received from 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 by the Loan Parties, each Agent and delivered on behalf of such party;the Required Lenders. (b) the Administrative Agent shall have received each The representations and warranties contained in this Amendment and in Article VI of the items set forth on Annex C attached hereto, Financing Agreement and in each caseother Loan Document shall be true and correct in all material respects (except that such materiality qualifier shall not be applied to any representations or warranties that already are qualified or modified as to “materiality” or “Material Adverse Effect” in the text thereof, which representations and warranties shall be true and correct in form all respects subject to such qualification) on and substance reasonably acceptable to the Administrative 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 as of the aggregate amount of the First Amendment Effective Date Term Loan on the First Seventh 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 AmendmentAmendment (including the waiver set forth in Section 3 hereof), as though made on and as of such date (unless such representations or warranties are stated to relate to an earlier date, in which case such representations and warranties shall be true and correct in all material respects (except that such materiality qualifier shall not be applied to any representations or warranties that already are qualified or modified as to “materiality” or “Material Adverse Effect” in the funding text thereof, which representations and warranties shall be true and correct in all respects subject to such qualification) on and as of the First Amendment Effective Date Term Loans and the consummation of the other transactions contemplated by this Amendment, no such earlier date). (c) No Default or Event of Default (other than the Designated Defaults) shall have occurred and be continuingcontinuing on the Seventh Amendment Effective Date, after giving effect to this Amendment (including the waiver set forth in Section 3 hereof), or result from this Amendment becoming effective in accordance with its terms. (d) The Borrowers shall have paid on or before the Seventh Amendment Effective Date all fees, costs and expenses then payable pursuant to Section 2.06 and Section 12.04, including, without limitation, the reasonable fees and expenses of (i) S▇▇▇▇▇▇ R▇▇▇ & Z▇▇▇▇ LLP, counsel to the Origination Agent and (ii) Holland & Knight LLP, counsel to Administrative Agent. (e) The Loan Parties shall have provided to the Origination Agent an updated duly executed Perfection Certificate as of the Seventh Amendment Effective Date. (f) The Origination Agent shall have received duly executed copies of all documents evidencing the CARES Act Loan. (g) The Origination Agent shall have received a copy of the Budget in the form attached hereto as Exhibit A. (h) The Origination Agent shall have determined, in its sole judgment, that no event or development shall have occurred since December 31, 2019 which could reasonably be expected to have a Material Adverse Effect. (i) All consents, authorizations and approvals of, and filings and registrations with, and all other actions in respect of, any Governmental Authority or other Person required in connection with execution and performance of the Seventh Amendment and the transactions contemplated thereunder or the conduct of the Loan Parties’ business shall have been obtained and shall be in full force and effect.

Conditions to Effectiveness. This Amendment and each First Amendment Effective Date The obligations of the Term Lender’s obligation Lenders to provide make the First Amendment Effective Date additional Term Loan Commitments advances under the Credit Agreement as amended by this Amendment, and this Amendment, shall not become effective on until the first date (receipt by the “First Amendment Effective Date”) when, and only when, each Agent of all of the applicable conditions set forth below have been satisfied (or waived) in accordance with the terms hereinfollowing: (a) counterparts of this Amendment duly executed by each of the Administrative parties hereto or written evidence reasonably satisfactory to the Agent shall have received from that each of the Borrower, each other Loan Party, the Existing Lenders constituting Required Lenders and each First Amendment Effective Date Term Lender parties hereto has signed a counterpart to of this Amendment, duly executed and delivered on behalf of such party; (b) a duly completed and executed replacement Revolving Note for the Administrative account of each Revolving Lender, and a duly completed and executed replacement Term Note for the account of each Term Loan Lender for each such Lender requesting the same, to be delivered to such Lender in exchange for such Lender’s existing Revolving Note and Term Note; (c) such documents and certificates as the Agent or Special Counsel may reasonably request relating to the organization, existence and good standing of each Loan Party, the authorization of the transactions contemplated hereby and any other legal matters relating to the Loan Parties, this Amendment or the other Loan Documents, all in form and substance reasonably satisfactory to the Agent and Special Counsel; (d) evidence satisfactory to the Agent and its Special Counsel that the Loan Parties (other than the Special Guarantors) shall have received each taken or caused to be taken (or authorized the Agent to take or cause to be taken) all such actions, executed and delivered or caused to be executed and delivered all such agreements, documents and instruments and made or caused to be made all such filings and recordings (other than filings or recordings to be made by the Agent on or after the Restatement Date) that may be necessary or, in the opinion of the items Agent, desirable in order to create in favor of the Agent, for the benefit of the Lenders, valid and (upon such filing and recording) perfected First Priority security interests in the entire personal and mixed property Collateral; (e) a certificate, dated the Term Amendment Effective Time and signed by a Responsible Officer, confirming compliance with the conditions set forth on Annex C attached heretoin the first sentence of Section 5 of this Amendment at the Term Amendment Effective Time; (f) favorable written opinions (addressed to the Agent and dated the Restatement Date) of (i) ▇▇▇▇▇▇, in each case▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, counsel to the Loan Parties, in form and substance reasonably acceptable satisfactory to the Administrative 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 Special Counsel and covering 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 matters relating to the Loan Documents (in the case of expensesParties, 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 other Loan Documents or the transactions contemplated hereby as the Agent shall reasonably request and (ii) local counsel to the Loan Parties in the following jurisdictions: Arizona, North Carolina, Nevada, Kentucky, Tennessee, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇; (g) a Loan Notice with respect to the additional Term Loans to be advanced at the Term Amendment Effective Time in the form of Exhibit B-1 to the Credit Agreement, but with references to “Revolving Credit Borrowing” in that form referring to “Term Loan Borrowing;” and (h) payment by the Borrower to the Agent for the account of the First Lenders of an amendment fee of $50,000, to be allocated to the Lenders in proportion to the increase in their respective Commitments at the Term 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 continuingTime.

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 Agreement shall become effective on the first date (Effective Date and enforceable against the “First Amendment Effective Date”) when, and only when, each parties hereto upon the occurrence of the applicable following conditions set forth below have been satisfied (or waived) in accordance with the terms hereinprecedent: (a) the The Administrative Agent shall have received from received: (i) multiple original counterparts, as requested by the Administrative Agent, of this Agreement duly and validly executed and delivered by duly authorized officers of the Borrower, each other Loan Partythe Guarantors, the Existing Administrative Agent and the Lenders; (ii) evidence that the Borrowing Base under the Senior Revolving Credit Agreement has been increased to $110,000,000; (iii) executed original Notes, if any, requested by the Lenders constituting Required made by the Borrower payable to such requesting Lenders and each First Amendment in the amount of such Lenders’ respective Loans after giving effect to the transactions contemplated hereby; (iv) a certificate, dated as of the Effective Date Term Lender a counterpart to this AmendmentDate, duly executed and delivered on behalf by the Borrower’s and each Guarantor’s Secretary or Assistant Secretary as to (A) no change in the officers’ incumbency delivered at the original closing date for the Credit Agreement, (B) no change in authorizing resolutions delivered at such closing date, and (C) no change in organizational documents delivered at such closing date or, if any such changes have occurred, attaching new incumbency certificates, authorizing resolutions and/or organizational documents, as they case may be; (v) certificates of existence and good standing for the Borrower in its state of organization, which certificates shall be dated a date not sooner than 30 days prior to Effective Date; (vi) a certificate, dated as of the Effective Date, duly executed and delivered by a Responsible Officer of the Borrower as to governmental approvals, if any, with respect to this Agreement; and (vii) such party;other information, documents, governmental certificates, agreements, and lien searches as the Administrative Agent or any Lender may reasonably request. (b) The representations and warranties in this Agreement shall be true and correct in all material respects. (c) The Borrower shall have paid (i) all reasonable fees and expenses of the Administrative Agent shall have received each of Agent’s outside legal counsel and other consultants pursuant to all invoices presented for payment on or prior to the items set forth on Annex C attached heretoEffective Date, in each case, in form and substance reasonably acceptable (ii) hereby agrees to pay to the Administrative Agent; (c) receipt by the Administrative Agent in dollars and in immediately available funds, for the benefit pro rata account 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 an upfront fee or an original issue discount on the First Amendment Effective Date, a non-refundable closing fee Second Lien Increase in an aggregate amount equal to 2.502.00% ($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 continuingSecond Lien Increase.

Conditions to Effectiveness. This Second 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 when each of the following conditions specified below shall have been satisfied (the “First Second Amendment Effective Date”): (i) whenthe Administrative Agent and the Borrower shall have received a signed signature page to this Second Amendment from the Borrower, the Guarantor, the Fronting Lender, and only whenthe Administrative Agent and a signed consent from each Consenting Lender, and in the case of each of the applicable conditions set forth below such Consenting Lender such Consenting Lender shall have been satisfied (elected on its signature page either “Option A” or waived) “Option B” as described in accordance with the terms herein:Exhibit A hereto; (aii) the Administrative Agent shall have received from with respect to the BorrowerBorrower a certificate of the Secretary of State of the state of Delaware, each other Loan Partydated as of a recent date, the Existing Lenders constituting Required Lenders and each First Amendment Effective Date Term Lender a counterpart as to this Amendment, duly executed and delivered on behalf of such partyits good standing; (biii) the Administrative Agent shall have received each a certificate of the items set forth on Annex C attached heretoSecretary or an Assistant Secretary (or similar officer), of the Borrower dated the date hereof and certifying as to the incumbency and specimen signature of each officer of the Borrower executing this Second Amendment or any other document delivered by it in each case, in form and substance reasonably acceptable connection herewith; (iv) the Borrower shall have paid to the Administrative Agent; (c) receipt by the Administrative Agent in dollars and in immediately available funds, for the benefit of each First itself and the Consenting Lenders the then-unpaid balance of all accrued and unpaid fees due, owing and payable by the Borrower to them in connection with this Second Amendment, as agreed to by the Borrower, and the reasonable attorneys’ fees of Milbank, Tweed, ▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP as counsel to the Administrative Agent and to the Fronting Lender incurred in connection with the preparation, execution and delivery of this Second Amendment Effective Date Term Lender, based on its pro rata share of as to which the aggregate amount of Borrower shall have received an invoice prior to the First Amendment Effective Date Term Loan on the First Second 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; (dv) all fees and expenses required to be paid on the First Amendment Effective Date pursuant Administrative Agent shall have received an Officer’s Certificate from the Borrower certifying as to the Loan Documents (truth 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 all material respects of the representations and warranties set forth in Section 5 3 of this Second Amendment as though made by it on the date hereof; and , except to the extent that any such representation or warranty relates to a specified date, in which case as of such date (f) both immediately provided, that any representation or warranty that is qualified by materiality, “Material Adverse Change” or “Material Adverse Effect” shall be true and correct in all respects as of the applicable date, before and after giving effect to this the Second Amendment, ); (vi) all interest accrued on the funding Term Loans that has not yet been paid by the Borrower to the Administrative Agent as of the First Second Amendment Effective Date shall have been paid in full; and (vii) all amounts owing to the Non-Consenting Lenders pursuant to Section 2.15 (Break Funding Payments) of the Loan Agreement in connection with the repayment of their Refinanced Term Loans and pursuant to this Second Amendment shall have been paid by the consummation Borrower to the Administrative Agent for the account of each such Non-Consenting Lender, subject in the case of each Non-Consenting Lender to its giving the Borrower a written certificate setting forth any such amount due to it at least one Business Day prior to the Second Amendment Effective Date. The Administrative Agent shall promptly notify the parties hereto of the other transactions contemplated by this Amendment, no Default or Event occurrence of Default (other than the Designated Defaults) shall have occurred and be continuingSecond Amendment Effective Date.

Conditions to Effectiveness. This The effectiveness of the amendments contained in Section 1 of this Amendment, except the amendment contained in Section 1(x) above, the agreements contained in Section 2 of this Amendment and each First the release of collateral contained in Section 3 of this Amendment Effective Date Term Lender’s obligation to provide are conditioned upon satisfaction of the First Amendment Effective Date Term Loan Commitments shall become effective on the first date following conditions precedent, except clause (i) (the “First date on which all such conditions other than clause (i) have been satisfied being referred to herein as the "Amendment Effective Date”) when"), and only when, each the effectiveness of the applicable amendment contained in Section 1(x) is conditioned upon satisfaction of all of the following conditions set forth below have been satisfied (or waived) in accordance with the terms hereinprecedent: (a) the Administrative Agent shall have received signed written authorization from the Borrower, each other Loan Party, the Existing requisite Lenders constituting Required Lenders and each First Amendment Effective Date Term Lender a counterpart to execute this Amendment, duly and shall have received counterparts of this Amendment signed by the Borrower and the Agents, and counterparts of the consent of the Guarantors attached hereto as Annex 1 (the "Consent") executed and delivered on behalf by each of such partythe Subsidiary Guarantors; (b) the Administrative Agent shall have received each of the items set forth on Annex C attached hereto, in each case, in form and substance reasonably acceptable to the Administrative 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 hereofbelow shall be true and correct in all material respects on and as of the Amendment Effective Date; (c) the Administrative Agent shall have received payment in immediately available funds of all expenses incurred by the Administrative Agent (including, without limitation, legal fees) for which invoices have been presented, on or before the Amendment Effective Date; (d) the Administrative Agent shall have received the executed legal opinions of each of Bass, Berry & Sims PLC, Miles & Stockbridge and Kaye Scholer LLP, counsel t▇ ▇▇▇ Bo▇▇▇▇er and its Subsidiaries, regar▇▇▇▇ ▇▇▇▇▇▇▇ry matters (including, without limitation, the enforceability of this Amendment and the Credit Agreement, as amended, against all parties thereto, and no conflict with law or material agreements); (e) the Administrative Agent shall have received true and correct copies, certified as to authenticity by the Borrower, of the 3Q 2003 Senior Note Documentation; (f) the Borrower shall have consummated the issuance of the 2Q 2003 Senior Notes to be issued pursuant to the 3Q 2003 Senior Note Documentation and all aspects of such issuance and all documentation related thereto shall be reasonably satisfactory to the Administrative Agent; (g) the Administrative Agent shall have received (i) additional commitments from banks and other financial institutions with respect to the Tranche C Term Loans in an aggregate principal amount equal to $275,000,000 and (ii) a fully executed Lender Addendum with respect to each such bank or other financial institution committing to fund such Tranche C Term Loans (and pursuant to which on the Third Amendment Effective Date such bank or other financial institution shall become a Tranche C Term Loan Lender, for all purposes under the Credit Agreement and the other Loan Documents); (h) the Administrative Agent shall be satisfied that, simultaneously with the borrowing of the Tranche C Term Loans on the Amendment Effective Date, the Tranche B Term Loans will be repaid in full by the Borrower; (i) the Administrative Agent shall have received (i) additional commitments from banks and other financial institutions with respect to the Revolving Credit Loans and (ii) a fully executed Lender Addendum with respect to each such bank or other financial institution committing to fund such Revolving Credit Loans (and pursuant to which on the Third Amendment Effective Date such bank or other financial institution shall become a Revolving Credit Lender for all purposes under the Credit Agreement and the other Loan Documents); and (fj) 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) Administrative Agent shall have occurred received such other documents, instruments, certificates, opinions and be continuingapprovals as it may reasonably request.

Conditions to Effectiveness. This Amendment and each First Amendment Effective Date Term Lender’s obligation to provide Agreement shall be effective upon the First Amendment Effective Date Term Loan Commitments shall become effective on the first date (the “First Amendment Effective Date”) when, and only when, each satisfaction of the applicable conditions set forth below have been satisfied (or waived) in accordance with the terms hereinfollowing conditions: (a) the A. Administrative Agent shall have received from the Borrower, each other Loan Party, the Existing Lenders constituting Required Lenders and each First Amendment Effective Date Term Lender a counterpart executed signature pages to this Amendment, duly executed and delivered on behalf of such party; (b) Agreement by the Requisite Lenders. Administrative Agent shall have received each counterparts of this Agreement executed by Borrower and Guarantors, and an Acknowledgement Agreement from Trivest Fund III, L.P.("Trivest Fund III"), executed by Trivest Fund III, substantially in the items set forth form of Exhibit V to this Agreement. B. Trivest Fund III shall have funded a loan to the Borrower in the sum of $6,845,676.43 to fund the payment of accrued and unpaid interest on Annex C the Senior Subordinated Notes due February 17, 2004 in the amount of $6,845,676.43 and Administrative Agent shall have received a copy of an executed subordinated note in the principal amount of $6,845,676.43 payable by Borrower to Trivest Fund III substantially in the form attached heretohereto as Exhibit VI to this Agreement (the "Trivest Subordinated Bond Interest Note") representing Borrower's obligation to repay to Trivest Fund III the amount loaned by Trivest Fund III to Borrower to fund the interest on the Senior Subordinated Notes due February 17, 2004. C. Administrative Agent shall have received an executed amendment to the Guaranty Subordination Agreement in each casesubstantially the form of Exhibit VII to this Agreement providing that the Trivest Subordinated Bond Interest Note is subordinated to the Obligations. D. The Consent and Letter Agreement amending the Indenture governing the Senior Subordinated Notes, substantially in the form of Exhibit VIII to this Agreement, shall have been executed by the percentage of holders of Senior Subordinated Notes sufficient to permit the amendment contemplated thereby to become effective. E. Administrative Agent shall have received, in form and substance reasonably acceptable satisfactory to the Administrative Agent; (c) receipt by the Administrative Agent in dollars and in immediately available fundsits counsel, for the benefit of each First Amendment Effective Date Term Lendersuch other documents, 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 certificates and instruments as Administrative Agent shall be fully earned, due reasonably require. F. All fees and payable on expenses billed through the date hereof owing to Administrative Agent and paid from the proceeds of the First Amendment Effective Date Term Loans; (d) all Lenders, including, without limitation, outstanding fees and expenses required to be paid on of O'Melveny & ▇▇▇▇▇ LLP (including the First Amendment Effective Date pursuant to the Loan Documents (in the case fees and expenses of expensesCrossroads, to the extent invoiced at least one (1) Business Day prior to the First Amendment Effective Date) LLC, and Evergreen Collateral Consulting, LLC, each of which has been retained by O'Melveny & ▇▇▇▇▇ LLP), 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 continuingpaid.

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 Credit Agreement Supplement shall become effective on the first date June 8, 2012 (the “First Amendment Term Facility Increase Effective Date”) when, and only when, each of the applicable conditions set forth below have been satisfied (or waived) in accordance with the terms herein: (ai) this Credit Agreement Supplement shall have been executed and delivered by the Borrower, the other Loan Parties, each Incremental Term Loan Lender party hereto and the Administrative Agent; (ii) the Administrative Agent shall have received evidence, including UCC, tax and judgment lien searches from the Borrowerjurisdiction of formation and/or jurisdiction of the chief executive office, as applicable, of each other Loan Party, that none of the Existing Lenders constituting Required Lenders and Collateral is subject to any Liens (in each First Amendment Effective Date Term Lender a counterpart to this Amendment, duly executed and delivered on behalf of such partycase other than Permitted Liens); (biii) the Administrative Agent shall have received a certificate of a Responsible Officer of the Borrower certifying that: (a) each of the items conditions set forth in Sections 4.02(a) and (b) of the Credit Agreement have been satisfied (provided, for the avoidance of doubt that the conditions set forth in Section 4.02(c) of the Credit Agreement must be satisfied before any Credit Extension with respect to the Incremental Term Loans), (b) no Default has occurred and is continuing or would result from the Borrowings to be made on Annex C attached heretothe Term Facility Increase Effective Date and (c) after giving effect to the Borrowings of the Incremental Term Loans to be made on the Term Facility Increase Effective Date, (A) the Borrower is in compliance with each case, of the covenants set forth in form Section 7.11 of the Credit Agreement on a Pro Forma Basis and substance reasonably acceptable to (B) Total Outstandings plus the aggregate unused Revolving Credit Commitments do not exceed the Maximum First Lien Principal Indebtedness (as defined in the Intercreditor Agreement); (iv) the Administrative Agent’s receipt of certified copies of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to execute and deliver this Credit Agreement Supplement and the other documents contemplated hereby; (cv) receipt by the Administrative Agent in dollars and in immediately available funds, for Agent’s receipt of (a) certificates attesting to the benefit Solvency 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 Party before and after giving effect to the incurrence of the Incremental Term Loans, from its chief financial officer, and (b) a certificate of a Responsible Officer of each Loan Party either (x) attaching copies of all consents, licenses and approvals required in connection with the execution, delivery and performance by such Loan Party and the validity against such Loan Party of this AmendmentCredit Agreement Supplement and the other documents contemplated hereby, and such consents, licenses and approvals shall be in full force and effect, or (y) stating that no such consents, licenses or approvals are so required; (vi) all fees and reasonable and documented out-of-pocket expenses of the Administrative Agent and Bank of America, N.A. (the “Arranger”), including all reasonable and documented fees and expenses of counsel to the Administrative Agent and the Arranger, shall have been paid or reimbursed, on or prior to the date hereof; (vii) the Administrative Agent’s receipt of (a) a favorable opinion of I▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇, Esq., Vice President, Legal Affairs of Holdings, addressed to the Administrative Agent and each Lender, as to such matters concerning the Loan Parties and this Credit Agreement Supplement and the other documents contemplated hereby as the Administrative Agent may reasonably request and (b) a favorable opinion of H▇▇▇▇▇ H▇▇▇▇▇▇ & R▇▇▇ LLP, special counsel to the Loan Parties, addressed to the Administrative Agent and each Lender, as to such matters concerning the Loan Parties and this Credit Agreement Supplement and the other documents contemplated hereby as the Administrative Agent may reasonably request; and (viii) to the extent any Incremental Term Loan Lender is an Additional Term Lender (as defined in Section 2.14(b) of the Credit Agreement), the funding Administrative Agent’s receipt of a joinder agreement in the First Amendment Effective Date Term Loans and form of Exhibit L to 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 continuingCredit Agreement.

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 Agreement shall become effective on the first date (Effective Date and enforceable against the “First Amendment Effective Date”) when, and only when, each parties hereto upon the occurrence of the applicable following conditions set forth below have been satisfied (or waived) in accordance with the terms hereinprecedent: (a) the The Administrative Agent shall have received from received: (i) multiple original counterparts, as requested by the Administrative Agent, of this Agreement duly and validly executed and delivered by duly authorized officers of the Borrower, each other Loan Partythe Guarantors, the Existing Lenders constituting Required Lenders Administrative Agent, and each First Amendment the Lenders; (ii) a certificate, dated as of the Effective Date Term Lender a counterpart to this AmendmentDate, duly executed and delivered on behalf by the Borrower’s and each Guarantor’s authorized officer as to (A) no change in the officers’ incumbency delivered in connection with the closing of such party; Waiver, Agreement and Amendment No. 7 to Credit Agreement and Amendment to Guarantee and Collateral Agreement dated as of June 12, 2013 (b) “Amendment No. 7”), among the Credit Parties, the Administrative Agent shall have received each and certain of the items set forth on Annex C attached heretoLenders, which amended the Credit Agreement, (B) no change in each caseauthorizing resolutions delivered in connection with the closing of Amendment No. 7, and (C) no change in organizational documents delivered in connection with the closing of Amendment No. 7 or, if any such changes have occurred, attaching new incumbency certificates, authorizing resolutions and/or organizational documents, as they case may be; and (iii) executed and notarized new mortgages or deeds of trust or supplements to existing mortgages or deeds of trust covering additional Oil and Gas Properties of the Borrower and its Subsidiaries, in form and substance reasonably acceptable satisfactory to the Administrative Agent;, to the extent necessary to cause the Administrative Agent to have a first priority, perfected Lien (subject only to Liens permitted under Section 9.03 of the Credit Agreement) on at least 80% of the Engineered Value of the Oil and Gas Properties evaluated in the Reserve Reports most recently delivered to the Administrative Agent. (b) The representations and warranties in this Agreement shall be true and correct in all material respects. (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) The Borrower shall have been paid from the proceeds of the First Amendment Effective Date Term Loans; (efee required under Section 6(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 continuingbelow.

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 only upon satisfaction in full, in a manner reasonably satisfactory to the Origination Agent, of the following conditions precedent (the first date (upon which all such conditions shall have been satisfied or waived being herein called the “First Sixth Amendment Effective Date”) when, and only when, each of the applicable conditions set forth below have been satisfied (or waived) in accordance with the terms herein:): (a) the Administrative Agent The Agents shall have received from 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 by the Loan Parties, each Agent and delivered on behalf of such party;the Required Lenders. (b) the Administrative Agent shall have received each The representations and warranties contained in this Amendment and in Article VI of the items set forth on Annex C attached hereto, Financing Agreement and in each caseother Loan Document shall be true and correct in all material respects (except that such materiality qualifier shall not be applied to any representations or warranties that already are qualified or modified as to “materiality” or “Material Adverse Effect” in the text thereof, which representations and warranties shall be true and correct in form all respects subject to such qualification) on and substance reasonably acceptable to the Administrative 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 as of the aggregate amount of the First Amendment Effective Date Term Loan on the First Sixth 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 AmendmentAmendment (including the consent set forth in Section 3 hereof), as though made on and as of such date (unless such representations or warranties are stated to relate to an earlier date, in which case such representations and warranties shall be true and correct in all material respects (except that such materiality qualifier shall not be applied to any representations or warranties that already are qualified or modified as to “materiality” or “Material Adverse Effect” in the funding text thereof, which representations and warranties shall be true and correct in all respects subject to such qualification) on and as of the First Amendment Effective Date Term Loans and the consummation of the other transactions contemplated by this Amendment, no such earlier date). (c) No Default or Event of Default (other than the Designated Defaults) shall have occurred and be continuingcontinuing on the Sixth Amendment Effective Date, after giving effect to this Amendment (including the consent set forth in Section 3 hereof), or result from this Amendment becoming effective in accordance with its terms. (d) The Borrowers shall have paid on or before the Sixth Amendment Effective Date all fees, costs and expenses then payable pursuant to Section 2.06 and Section 12.04, including, without limitation, the reasonable fees and expenses of (i) S▇▇▇▇▇▇ R▇▇▇ & Z▇▇▇▇ LLP, counsel to the Origination Agent and (ii) Holland & Knight LLP, counsel to Administrative Agent. (e) The Borrowers shall have delivered a Notice of Borrowing to Administrative Agent at least one day prior to the Sixth Amendment Effective Date. (f) The Borrowers shall have delivered a list setting forth for each Loan Party all commercial tort claims (as defined in the Uniform Commercial Code as in effect in the State of New York) of such Loan Party (such list, the “Commercial Tort Schedule”). (g) The Borrowers shall have delivered a copy of the current organizational chart of Parent, the Borrowers and their Subsidiaries and joint ventures, including the percentage ownership, entity type and jurisdiction of each entity therein. (h) The Borrowers shall have delivered a copy of all Hedging Agreements, if any, entered into as of the Sixth Amendment Effective Date.

Conditions to Effectiveness. This Second 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”) whenas of May 20, 2004, and only when, each upon the satisfaction of all of the applicable following conditions set forth below have been satisfied (or waived) in accordance with the terms herein: (a) the Administrative Agent shall have received from 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 on behalf of such party; (b) the Administrative Agent shall have received each of the items set forth on Annex C attached hereto, in each caseprecedent, in form and substance reasonably acceptable satisfactory to the Administrative Agent;Arrangers (the “Second Amendment Effective Date”): (ci) receipt by On or before 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 Second Amendment Effective Date, a non-refundable closing fee in an aggregate amount equal the Borrowers shall have delivered to 2.50% ($1,250,000.00) the Arrangers resolutions of the aggregate principal amount Board of Directors of each Borrower authorizing and approving the execution, delivery and performance of this Second Amendment, in each case certified by the corporate secretary or an assistant secretary of such Borrower, as the case may be, as of the First 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 First Amendment Effective Date Term LoansDate; (dii) all fees and expenses required to be paid on On or before 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 Second Amendment Effective Date) , the Borrowers shall have been paid from delivered to the proceeds Arrangers a certificate of the First corporate secretary or an assistant secretary of each Borrower which shall certify, as of the Second Amendment Effective Date Term LoansDate, the names and offices of the officers of each Borrower authorized to sign this Second Amendment; (eiii) On or before the truth Second Amendment Effective Date, the Borrowers shall have delivered to the Arrangers a counterpart hereof executed by a duly authorized officer of each Borrower, each Tranche B Domestic Lender and accuracy of the representations each Tranche B Canadian Lender identified on Schedule 2.1 attached hereto, and warranties in Section 5 hereof; andLenders constituting Requisite Lenders; (fiv) both immediately On or before and after giving effect to this Amendment, the funding of the First Second Amendment Effective Date Term Loans Date, each of Safeway and the consummation of the other transactions contemplated by this Amendment, no Default or Event of Default (other than the Designated Defaults) Canada Safeway shall have occurred paid to the Administrative Agent for distribution to each Consenting Tranche B Lender and be continuingNew Tranche B Lender an upfront fee in respect of its allocated share of Tranche B Domestic Commitments and/or Tranche B Canadian Commitments, as applicable, in an amount that has been separately agreed to by the parties.

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 that all of the following conditions are satisfied in Lender’s sole discretion (such date, the “First Amendment Effective Date”): (a) whenLender shall have received two (2) originals of this Amendment duly executed by an authorized officer of each entity comprising Borrower; (b) Lender shall have received a Third Amended and Restated Revolving Credit Note duly executed by an authorized officer of each entity comprising Borrower; (c) Lender’s receipt of a (i) Secretary’s Certificate, (ii) Incumbency Certificate, (iii) Board of Directors Resolution and (iv) Certificate of Chief Financial Officer, in substantially the form provided to Additional Borrower by Lender, for each entity comprising Additional Borrower and duly executed as required by the terms of each such document; (d) Lender’s receipt of the Updated Schedules; (e) Lender’s receipt of an executed third party legal opinion substantially in substantially the form previously provided to Borrower, provided that such opinion shall be limited to the Additional Borrower; (f) Lender shall have received fully executed copies of the Stock Purchase Agreement and the Subordinated Obligations, and only when, each of the applicable conditions set forth below all other agreements and instruments executed in connection therewith; (i) The Proposed Transaction shall have been satisfied (or waived) consummated in accordance with the terms herein:and conditions of the Specialty Pharmacies Stock Purchase Agreement as in effect on the date hereof, and (ii) the issuance of the Subordinated Obligations shall have been consummated in accordance with the terms of the Subordinated Obligations as in effect on the date hereof; (ah) the Administrative Agent Lender shall have received from the Borrower, each other Loan Party, the Existing Lenders constituting Required Lenders and each First Amendment Effective Date Term Lender a counterpart to this AmendmentSubordination Agreements, duly executed by an authorized officer of each entity comprising Borrower and delivered on behalf each of such partythe holders of the Subordinated Obligations; (bi) the Administrative Agent there shall have received each occurred and be continuing no Event of Default and no event which, with the items set forth on Annex C attached heretogiving of notice or the lapse of time or both, in each casecould constitute such an Event of Default and, in form and substance reasonably acceptable to the Administrative 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, there shall have occurred no Default or Event of Default and no Event which, with the giving of notice or lapse of time or both, could constitute an Event of Default; and (other than j) the Designated Defaults) representations and warranties set forth in Section 5 of this Amendment and in Article IV of the Loan Agreement shall be true and correct as of the date hereof and after giving effect to this Amendment (unless any such representation or warranty by its terms is intended to refer specifically to any earlier date, in which case such representation or warranty shall have occurred been true and be continuingcorrect as of such date).

Conditions to Effectiveness. This Amendment and Upon the satisfaction or waiver of each First Amendment Effective Date Term Lender’s obligation of the following conditions, this Agreement shall be deemed to provide the First Amendment Effective Date Term Loan Commitments shall become be effective on the first date (the date of such satisfaction, the “First Amendment Effective Date”) when, and only when, each of the applicable conditions set forth below have been satisfied (or waived) in accordance with the terms herein:): (a) the Administrative Agent shall have received from counterparts of this Agreement executed by the Administrative Agent and 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 on behalf of such party; (b) the Administrative Agent shall have received each an executed signature page or written authorization directing the Administrative Agent to execute this Agreement on its behalf (each, an “Authorization”) from Lenders (that constitute Required Lenders) and all of the items set forth on Annex C attached hereto, in each case, in form and substance reasonably acceptable to the Administrative Agentinitial Tranche B-3 Term Lenders; (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 shall have received counterparts 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 Acknowledgment and payable on the date hereof and paid from the proceeds of the First Amendment Effective Date Term LoansReaffirmation attached hereto executed by each Subsidiary Guarantor; (d) the Borrower shall have paid (i) to the Administrative Agent and the Lead Arranger all fees and reasonable and documented out of pocket costs and expenses required to be paid on incurred by them or their respective Affiliates in connection with this Agreement and (ii) the First Amendment Effective Date pursuant to reasonable and documented fees, disbursements and other charges of one counsel for the Loan Documents (Administrative Agent and its Affiliates, in the case of expenseseach case, 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 Borrower shall deliver or cause to be delivered a certificate in form and accuracy substance reasonably satisfactory to the Administrative Agent and executed by a Responsible Officer of the representations Borrower certifying that: (i) either (A) the Organization Documents of each Loan Party have not been amended, restated, supplemented or otherwise modified since the Closing Date (or the most recent date of delivery to the Administrative Agent) or (B) attached thereto are true, correct and warranties complete copies of any amendments, supplements or modifications of any Organization Documents entered into since the Closing Date (or the most recent date of delivery to the Administrative Agent); (ii) attached thereto are such resolutions or other action duly adopted by the board of directors (or other governing body) of each Loan Party authorizing and approving the transactions contemplated hereunder and, in Section 5 hereofthe case of the Borrower, the execution, delivery and performance of this Agreement and, in the case of each other Loan Party, the execution, delivery and performance of the Acknowledgment and Reaffirmation attached hereto; and (iii) attached thereto are such certificates of good standing or the equivalent from each Loan Party’s jurisdiction of organization or formation, as applicable; and (f) both immediately before the Administrative Agent shall have received favorable opinions of legal counsel to the Loan Parties, addressed to the Administrative Agent and after giving effect each Lender (and, subject to this Amendmentcustomary conditions, expressly permitting reliance by the funding assigns of the First Amendment Administrative Agent and each Lender), dated as of the Effective Date. Without limiting the generality of the provisions of Section 9.03 of the Credit Agreement, for purposes of determining compliance with the conditions specified in this Section 4, each Lender that has executed an Authorization shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Effective Date 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 continuingspecifying its objection thereto.

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 The effectiveness of this Agreement on the first date Second Restatement Date hereunder is subject to satisfaction or waiver (the “First Amendment Effective Date”) when, and only when, each of the applicable conditions set forth below have been satisfied (or waived) in accordance with Section 10.01) of the terms hereinfollowing conditions precedent: (a) The Administrative Agent’s receipt of the following, each of which shall be originals or telecopies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party, each dated the Second Restatement Date (or, in the case of certificates of governmental officials, a recent date before the Second Restatement Date) and each in form and substance reasonably satisfactory to the Administrative Agent and each of the Lenders: (i) executed counterparts of the Amendment Agreement, sufficient in number for distribution to the Administrative Agent and the Borrower; (ii) a joinder, master reaffirmation and second amendment to subject loan documents (the “Second Reaffirmation Agreement”), duly executed by each Loan Party, pursuant to which, among other things, each Loan Party reaffirms its obligations under the Guaranty and Collateral Documents, together with (to the extent not previously delivered to the Administrative Agent): (A) certificates representing the Pledged Equity referred to therein accompanied by undated stock powers executed in blank and instruments evidencing the Pledged Debt indorsed in blank; (B) Financing Statements in form appropriate for filing under the Uniform Commercial Code of all jurisdictions that the Administrative Agent may deem reasonably necessary or desirable in order to perfect the Liens created under the Security Agreement, covering the Collateral described in the Security Agreement; (C) evidence of the completion of all other actions, recordings and filings of or with respect to the Security Agreement that the Administrative Agent may deem reasonably necessary or desirable in order to perfect the Liens created thereby; and (D) evidence that all other action that the Administrative Agent may deem reasonably necessary or desirable in order to perfect the Liens created under the Security Agreement has been taken (including receipt of duly executed payoff letters and UCC-3 termination statements). (iii) an amendment to the ABL Credit Agreement, duly executed by the Borrower, Holdings, Intermediate Holdings, the other borrowers party thereto, the requisite lenders party thereto, and the ABL Agent, pursuant to which, among other things, the Transactions are permitted; (iv) an amendment to, and reaffirmation of, the Intercreditor Agreement, duly executed by the Borrower, Holdings, Intermediate Holdings, the other Loan Parties party thereto, the Administrative Agent and the ABL Agent; (v) the charter document of each of Holdings, Intermediate Holdings, the Borrower and Imaging, certified as of a recent date on or prior to the Second Restatement Date by the Secretary of State (or comparable official) of such Loan Party’s jurisdiction of incorporation; (vi) a certificate of the Secretary or an Assistant Secretary or Responsible Officer of each of Holdings, Intermediate Holdings, the Borrower and Imaging, dated the Second Restatement Date, certifying (A) that attached thereto are true and correct copies of the Organization Documents of such Loan Party (or that the copies of the Organizational Documents of such Loan Party have not been amended, modified or supplemented on or after the Restatement Date); and (B) that there are no proceedings for the dissolution or liquidation of such Loan Party; (vii) such customary certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each of Holdings, Intermediate Holdings, the Borrower and Imaging as the Administrative Agent may require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party or is to be a party; (viii) such documents and certifications as the Administrative Agent may reasonably require to evidence that each of Holdings, Intermediate Holdings, the Borrower and Imaging is duly organized or formed, and that each such Loan Party is validly existing, in good standing in the jurisdiction of such Loan Party and, with respect to Holdings, Intermediate Holdings and Imaging, qualified to engage in business in each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect; (ix) a favorable opinion of ▇▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇▇ LLP, counsel to the Loan Parties, addressed to the Administrative Agent and each Lender, and covering such matters concerning Holdings, Intermediate Holdings, Borrower and Imaging, the Loan Documents and the Transactions as the Required Lenders may reasonably request; (x) a certificate signed by a Responsible Officer of Holdings and the Borrower certifying (A) that the conditions specified in Sections 4.02(a) and (b) have been satisfied, (B) that there has been no event or circumstance since the date of the Audited Financial Statements that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect, and (C) the current Debt Ratings; (xi) certificates attesting to the Solvency of Holdings and its Material Subsidiaries, taken as a whole, before and after giving effect to the Transaction, from a Responsible Officer of Holdings and Borrower; (xii) evidence that all insurance required to be maintained pursuant to the Loan Documents has been obtained and is in effect, together with the certificates of insurance, naming the Administrative Agent, on behalf of the Lenders, as an additional insured or loss payee, as the case may be, under all insurance policies maintained with respect to the assets and properties of the Loan Parties that constitutes Collateral; (xiii) a duly completed pro forma Compliance Certificate as of the last day of the most recent fiscal quarter of the Borrower, signed by a Responsible Officer of Holdings and the Borrower; and (xiv) such other assurances, certificates, documents, consents or opinions as the Administrative Agent or any Lender reasonably may require. (b) The transactions contemplated by the Reorganization Agreement and Merger Agreement shall have been, or substantially concurrently with the effectiveness of this Agreement shall be, consummated pursuant to the Reorganization Agreement and Merger Agreement. (i) The Second Restatement Fee Letter shall have been executed, (ii) the Borrower shall have paid to the Administrative Agent, for the account of the Lenders consenting to the amendment and restatement of the Existing Credit Agreement under this Agreement, equal to 0.25% of the outstanding amount of the Loans held by such consenting Lenders outstanding on the Second Restatement Date (after giving effect to the scheduled amortization of Loans under Section 2.05 on December 31, 2014) and the Borrower shall have paid all other fees required to be paid under Second Restatement Fee Letter on or before the Second Restatement Date and (iii) all fees required to be paid to the Lenders on or before the Second Restatement Date shall have been paid. (d) Unless waived by the Administrative Agent, the Borrower shall have paid all fees, charges and disbursements of counsel to the Administrative Agent (directly to such counsel if requested by the Administrative Agent) to the extent invoiced prior to or on the Second Restatement Date, plus such additional amounts of such fees, charges and disbursements as shall constitute its reasonable estimate of such fees, charges and disbursements incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between the Borrower and the Administrative Agent). Without limiting the generality of the provisions of the last paragraph of Section 9.03, for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from the Borrower, each other Loan Party, the Existing Lenders constituting Required Lenders and each First Amendment Effective Date Term such Lender a counterpart to this Amendment, duly executed and delivered on behalf of such party; (b) the Administrative Agent shall have received each of the items set forth on Annex C attached hereto, in each case, in form and substance reasonably acceptable to the Administrative 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 proposed Second Restatement 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 continuingspecifying its objection thereto.

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 (a) The Section 1(a) Amendments shall become effective on the first date (the “First Amendment Effective Date”) when, and only when, at the time (the “Section 1(a) Amendments Effective Time”) on and at which each of the applicable following conditions set forth below have been is satisfied (or waived) in accordance with the terms herein: (ai) the The Administrative Agent shall have received from all of the Borrowerfollowing, each other of which shall be originals or facsimiles or “.pdf” files unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party, if applicable, each dated as of the Existing Lenders constituting Required Lenders and each First Amendment Effective Date Term Lender (or, in the case of certificates of governmental officials, as of a counterpart recent date before the First Amendment Effective Date): (A) executed counterparts of this Amendment by (x) each Loan Party and (y) the Administrative Agent; and (B) Consents to this Amendment executed by the Required Lenders (determined immediately prior to giving effect to this Amendment, duly executed and delivered on behalf of such party;). (b) The Section 1(b) Amendments shall become effective on the First Amendment Effective Date at the time (the “Section 1(b) Amendments Effective Time”) at which each of the following conditions is satisfied or waived: (i) The Section 1(a) Amendments Effective Time shall have occurred; (ii) The Administrative Agent shall have received all of the following, each of which shall be originals or facsimiles or “.pdf” files unless otherwise specified, each properly executed by a Responsible Officer of the items set forth on Annex C attached heretosigning Loan Party, if applicable, each dated as of the First Amendment Effective Date (or, in the case of certificates of governmental officials, as of a recent date before the First Amendment Effective Date): (A) such customary certificates of resolutions or other action authorizing the execution, delivery and performance of this Amendment, the borrowings and other transactions hereunder by the Borrower and the Guarantors, as applicable, incumbency certificates and/or other certificates of Responsible Officers of the Loan Parties as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of each caseResponsible Officer thereof authorized to act as a Responsible Officer in connection with this Amendment; (B) such documents and certifications (including Organization Documents and, if applicable, good standing certificates) as the Administrative Agent may reasonably require to evidence that the Borrower and each Guarantor is duly organized or formed, and that each of them is validly existing and in good standing, except, other than with respect to the Borrower, to the extent that failure to be in good standing could not reasonably be expected to have a Material Adverse Effect; (C) an opinion of Debevoise & ▇▇▇▇▇▇▇▇ LLP, counsel to the Loan Parties, addressed to each Lender, in form and substance reasonably acceptable satisfactory to the Administrative Agent; and (D) opinions of local counsel for the Loan Parties listed on Exhibit D hereto, in form and substance reasonably satisfactory to the Administrative Agent. (iii) The Administrative Agent shall have received a certificate signed by a Responsible Officer of Borrower certifying as to the satisfaction of the conditions set forth in paragraphs (vi) and (vii) of this Section 3(b) and that the Term B Loans meet the requirements and conditions to be Specified Refinancing Term Loans; (civ) receipt by the The Administrative Agent in dollars shall have received Consents to this Amendment from Term Lenders and in Joinders executed by one or more Additional Term B Lenders such that (i) the aggregate principal amount of the Exchanged Initial Term Loans plus (ii) the aggregate principal amount of the Additional Term B Commitments shall equal the aggregate principal amount of the outstanding Initial Term Loans immediately available fundsprior to the effectiveness of this Amendment; (v) [intentionally omitted]; (vi) No Default shall exist, for or would result from this Amendment, the benefit borrowing of the Term B Loans and use of proceeds thereof. (vii) The representations and warranties of each First Amendment Effective Date Term Lender, based on its pro rata share Loan Party contained in Article V of the aggregate amount Credit Agreement and Section 2 of this Amendment or any other Loan Document shall be true and correct in all material respects on and as of the First Amendment Effective Date Term Loan with the same effect as though made on and as of such date, except to the First Amendment Effective Dateextent that such representations and warranties specifically refer to an earlier date, a non-refundable closing fee in an aggregate amount equal to 2.50% ($1,250,000.00which case they shall be true and correct in all material respects as of such earlier date, and except that for purposes of this Section 3(b)(vii), the representations and warranties contained in Section 5.05(a) of the aggregate principal amount Credit Agreement shall be deemed to refer to the most recent financial statements furnished pursuant to Section 6.01(a) and (b) of the First Amendment Effective Date Term LoanCredit Agreement, which such fee shall be fully earnedrespectively, 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; and (viii) The Administrative Agent shall have been paid from the proceeds of received a Committed Loan Notice not later than 9:00 a.m. (New York City time) on the First Amendment Effective Date Term Loans;Date. (ec) the truth and accuracy of the representations and warranties in The 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.1

Conditions to Effectiveness. This Conforming 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 as of the first date (the “First Amendment Effective Term B Loan Date”) when, and only when, when each of the applicable following conditions set forth below have been satisfied (or waived) in accordance with the terms hereinis met: (a) the Administrative Agent shall have received from 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 on behalf of such party; (b) the Administrative Agent shall have received each of the items set forth on Annex C attached hereto, in each case, in form and substance reasonably acceptable to the Administrative Agent; (c) receipt by the Administrative Agent in dollars of this Conforming Amendment duly and in immediately available fundsproperly authorized, for the benefit of executed and delivered by each First Amendment Effective Date Term Lender, based on its pro rata share of the aggregate amount respective parties hereto; (b) receipt by the Administrative Agent of payment in cash of the First Amendment Effective Date Term Loan on fees in the First Amendment Effective Dateamounts specified in the Fee Letter dated June , a non-refundable closing fee in an aggregate amount equal to 2.50% 2006, by and between the Borrowers, the Administrative Agent and the Arranger; ($1,250,000.00c) payment of all of the aggregate principal amount Administrative Agent’s reasonable legal fees and expenses incurred in connection with the preparation and negotiation 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 Loansthis Conforming Amendment; (d) all fees and expenses required to be paid on receipt by the First Amendment Effective Date pursuant to the Loan Documents (in the case Administrative Agent 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 a certificate dated as of the First Amendment Effective Term B Loan Date signed by a Responsible Officer of the Parent certifying and attaching the resolutions adopted by each of the Borrowers authorizing the Borrower to enter into and approving the Term LoansB Loan; (e) receipt by the truth and accuracy Administrative Agent of a certificate dated as of the representations Term B Loan Date signed by a Responsible Officer of the Parent certifying that before and warranties after giving effect to the Term B Loan, (i) the applicable conditions set forth in Section 5 hereofSections 4.02(a) and (b) of the Credit Agreement will be satisfied and (ii)(A) the Term B Loan is permitted senior Indebtedness under the existing Senior Subordinated Debt Documents and (B) no default under the existing Senior Subordinated Debt Documents has occurred and is continuing or would result after giving effect to the transactions contemplated by the Loans; and (f) both immediately before and after giving effect to this Amendmentreceipt by the Administrative Agent, upon the funding request of any Lender, of a Note evidencing such Lender’s portion of the First Amendment Effective Date Term Loans B Loan or any increase in its Commitment duly and properly authorized, executed and delivered by 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 continuingBorrowers.

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 May 20, 2015 (the “First Amendment Effective Date”) when, and only when, each of the applicable following conditions set forth below have been satisfied (or waived) in accordance with the terms hereinsatisfied: (ai) this Amendment shall have been executed and delivered by the Borrower, Holdings, the other Loan Parties, each Additional Lender party hereto and the Administrative Agent; (ii) the Administrative Agent shall have received from copies of the Borrowerresolutions of the board of directors (or authorized committee thereof) of (x) Holdings, (y) the Borrower and (z) each other Subsidiary Loan PartyParty approving and authorizing the execution, delivery and performance of this Amendment, certified as of the Existing Lenders constituting Required Lenders and each First Amendment Effective Date Term Lender a counterpart to this Amendment, duly executed by the corporate secretary or an assistant secretary thereof as being in full force and delivered on behalf of such partyeffect without modification or amendment; (biii) the Administrative Agent shall have received a legal opinion dated the Amendment Effective Date from Dechert LLP in form and substance reasonably satisfactory to the Arrangers and the Administrative Agent; (iv) the representations and warranties set forth in Article III of the Credit Agreement and in each other Loan Document shall be true and correct in all material respects (except to the extent any such representation or warranty is qualified by “materially,” “Material Adverse Effect” or a similar term, in which case such representation and warranty shall be true and correct in all respects) on and as of the date hereof (both before and after giving effect to the effectiveness of this Amendment) with the same effect as though made on and as of the date hereof, except to the extent such representations and warranties expressly relate to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date (provided that the solvency representation will be deemed to have been made on the Amendment Effective Date after giving effect to the effectiveness of this Amendment); (v) to the extent not previously delivered, each Additional Lender and the Administrative Agent shall have received at least 3 business days prior to the date hereof all documentation and other information about the Borrower and the Subsidiary Loan Parties required under applicable “know your customer” and anti-money laundering rules and regulations, including the PATRIOT Act that has been requested in writing at least 5 business days prior to the date hereof; (vi) immediately prior to and after giving effect to the effectiveness of this Amendment, no Default has occurred or is continuing or shall result from the effectiveness of this Amendment; (vii) the Administrative Agent shall have received a certificate, dated the Amendment Effective Date and signed by an authorized officer of the Borrower, certifying compliance with clauses (iv), (vi) and (viii) of this Section 2 of this Amendment and Section 2.20 of the Credit Agreement; (viii) immediately prior to and on a Pro Forma Basis after giving effect to the effectiveness of this Amendment, (A) the Borrower is in compliance with the Financial Performance Covenant recomputed as of the last day of the most recently ended fiscal quarter for which financial statements of the Borrower are available and (B) the Secured Leverage Ratio of the Borrower is less than or equal to 3.50 to 1.00 as of the last day of the most recent fiscal quarter of the Borrower for which financial statements have been delivered pursuant to Section 5.01(a) or (b) of the Credit Agreement; and (ix) to the extent not previously delivered, (i) the Administrative Agent shall have received a completed “Life-of-Loan” Federal Emergency Management Agency Standard Flood Hazard Determination with respect to each Mortgaged Property (together with a notice about special flood hazard area status and flood disaster assistance, if applicable, duly executed by the Borrower and each Loan Party relating thereto) and (ii) the Administrative Agent shall have received a copy of, or a certificate as to coverage under, the insurance policies required by Section 5.07 of the Credit Agreement including, without limitation, flood insurance policies (to the extent required in order to comply with applicable law) and the applicable provisions of the Security Documents, each of which shall be endorsed or otherwise amended to include a “standard” or “New York” lender’s loss payable or mortgagee endorsement (as applicable) and shall name the items set forth Collateral Agent, on Annex C attached heretobehalf of the Secured Parties, in each caseas additional insured, in form and substance reasonably acceptable satisfactory to the Administrative 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.

Conditions to Effectiveness. This Amendment The Waiver and the amendments to the Syndicated Facility Agreement set forth herein (other than Section 2(b) and Section 4) shall become effective on the first date on which the Agent shall have received counterparts hereof executed by each First Amendment Effective Date Term Original Borrower, CSC and the Majority Lenders or, as to any Lender’s obligation , evidence satisfactory to provide the First Amendment Effective Date Term Loan Commitments Agent that such Lender has executed this Amendment. (a) Section 4 and the amendments to the Syndicated Facility Agreement set forth in Section 2(b) shall become effective on the first date (the “First Amendment Guarantor Effective Date”) when, and only when, each of on which the applicable following conditions set forth below are satisfied: (i) The Agent shall have been satisfied (or waived) in accordance with received the terms hereinfollowing: (a) the Administrative Agent shall have received from the counterparts hereof executed by each Original Borrower, each other Loan PartyCSC and all of the Lenders or, as to any Lender, evidence satisfactory to the Existing Lenders constituting Required Lenders and each First Amendment Effective Date Term Agent that such Lender a counterpart to has executed this Amendment, duly executed and delivered on behalf of such party; (b) an Assumption Agreement executed by each Original Borrower, CSC and ▇▇▇▇▇▇▇ substantially in the Administrative Agent shall have received each form of Annex 1 hereto relating to ▇▇▇▇▇▇▇’▇ assumption of the items set forth on Annex C attached hereto, in each case, in form and substance reasonably acceptable to obligations of CSC under the Administrative AgentSyndicated Facility Agreement; (c) receipt a verification certificate given by 2 directors or authorized officers of ▇▇▇▇▇▇▇ substantially in the Administrative Agent form as set out in dollars Part III of Schedule 2 to the Syndicated Facility Agreement (with references to the Syndicated Facility Agreement being replaced by references to the Assumption Agreement) or otherwise reasonably acceptable to the Agent, with the attachments referred to in that form, and in immediately available funds, for dated no earlier than 5 days before 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 Guarantor 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 documents and expenses required to be paid on other evidence reasonably requested by the First Amendment Agent or a Lender (through the Agent) before the Guarantor Effective Date pursuant in order for the Agent or the Lender to carry out all necessary “know your customer” or other similar checks in relation to ▇▇▇▇▇▇▇ and each of its authorised signatories under all applicable laws and regulations where such information is not already available 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 Loansrecipient; (e) a legal opinion of Ashurst Australia, legal advisers to the truth Agent in Australia, in form and accuracy of substance substantially consistent with the representations and warranties legal opinion delivered in Section 5 hereofconnection with the Financial Close under the Syndicated Facility Agreement; and (f) both immediately before and after giving effect to this Amendment, the funding a due execution legal opinion of the First Amendment Effective Date Term Loans legal advisers to Everett in the United States, in form and substance substantially consistent with the consummation legal opinion delivered in connection with the Financial Close with respect to CSC under the Syndicated Facility Agreement; and (ii) The Merger shall have been consummated or shall be consummated substantially concurrently with the satisfaction of the other transactions contemplated by this Amendment, no Default or Event of Default (other than the Designated Defaults) shall have occurred and be continuingconditions set out in Section 3(b)(i).

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 Nineteenth Amendment Effective Date”) when, and only when, each upon satisfaction in full of the applicable following conditions set forth below have been satisfied (or waived) in accordance with the terms hereinprecedent: (a) the Administrative Collateral Agent shall have received from counterparts of this Amendment that bear the Borrowersignatures of each Credit Party, each other Loan Party, Agent and the Existing Lenders constituting Required Lenders and each First Amendment Effective Date Term Lender a counterpart to this Amendment, duly executed and delivered on behalf of such party;Requisite Lenders. (b) Except as set forth in the Administrative Agent shall have received each Second Amendment, the Third Amendment, the Fourth Amendment, the Fifth Amendment, the Sixth Amendment, the Seventh Amendment, the Eighth Amendment, the Ninth Amendment, the Tenth Amendment, the Eleventh Amendment, the Twelfth Amendment, the Thirteenth Amendment, the Fourteenth Amendment, the Fifteenth Amendment, the Sixteenth Amendment, the Seventeenth Amendment and the Eighteenth Amendment, the representations and warranties contained herein, in Section IV of the items set forth on Annex C attached hereto, Credit Agreement and in each caseother Credit Document are true and correct in all material respects on and as of the Nineteenth Amendment Effective Date as though made on and as of such date, in form and substance reasonably acceptable except to the Administrative Agent;extent that any such representation or warranty expressly relates solely to an earlier date (in which case such representation or warranty shall be true and correct in all material respects on and as of such earlier date). (c) receipt by the Borrower shall have paid to 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, all amounts due and payable on owing to any Agent or any Lender in connection with this Amendment and the date hereof and paid from the proceeds of the First Amendment Effective Date Term Loans;Credit Documents. (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 No Default or Event of Default (other than the Designated Defaults) shall have occurred and be continuingcontinuing on the Nineteenth Amendment Effective Date or would result from this Amendment becoming effective in accordance with its terms. (e) All legal matters incident to this Amendment shall be reasonably satisfactory to the Agents and their respective counsel.

Conditions to Effectiveness. This The effectiveness of the waivers contained in Section 2 and 3 of this Amendment and each First of the amendments contained in Section 4 of this Amendment Effective Date Term Lender’s obligation to provide are conditioned upon satisfaction of the First Amendment Effective Date Term Loan Commitments following conditions precedent, except that the waiver contained in Section 3 shall become effective on upon satisfaction of all the first date following conditions precedent other than clauses (f) and (g) (the “First date on which all such conditions (or, with respect to the waivers contained in Section 3, all such conditions except clauses (f) and (g), as applicable) have been satisfied being referred to herein as the "Amendment Effective Date”) when, and only when, each of the applicable conditions set forth below have been satisfied (or waived) in accordance with the terms herein:"): (a) the Administrative Agent shall have received signed written authorization from the Borrower, each other Loan Party, the Existing requisite Lenders constituting Required Lenders and each First Amendment Effective Date Term Lender a counterpart to execute this Amendment, duly and shall have received counterparts of this Amendment signed by the Borrower and the Agents, and counterparts of the consent of the Guarantors attached hereto as Annex 1 (the "Consent") executed by each of the Guarantors (as defined in the Guarantee and delivered on behalf of such partySecurity Agreement); (b) each of the representations and warranties in Section 6 below shall be true and correct in all material respects on and as of the Amendment Effective Date; (c) the Administrative Agent shall have received each payment in immediately available funds of the items set forth on Annex C attached hereto, in each case, in form and substance reasonably acceptable to the Administrative Agent; (c) receipt all expenses incurred by the Administrative Agent in dollars and in immediately available funds(including, without limitation, legal fees) for which invoices have been presented, on or before 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 the Borrower shall have paid to be paid on each of the First Lenders executing this Amendment Effective Date pursuant by April 10, 2003, an amendment fee equal to the Loan Documents (in product of .125% multiplied by the case amount 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 Loanseach such Lender's Commitment; (e) the truth Administrative Agent shall have received the executed legal opinions of each of Bass, Berry & Sims PLC, Miles & Stockbridge and accuracy Kaye Scholer LLP, counsel t▇ ▇▇▇ Bo▇▇▇▇er and its Subsidiaries, regar▇▇▇▇ ▇▇▇▇▇▇▇ry matters (including, without limitation, the enforceability of this Amendment and the Credit Agreement, as amended, against all parties thereto, and no conflict with law or material agreements); (f) the Administrative Agent shall have received true and correct copies, certified as to authenticity by the Borrower, of the representations 2Q 2003 Senior Note Documentation; (g) the Borrower shall have received at least (i) $150,000,000 in gross cash proceeds from the issuance and warranties sale of the 2Q 2003 Senior Notes and (ii) $42,000,000 (plus any additional amount necessary to consummate the purchase, repurchase or redemption of the MDP Stock as provided above) in Section 5 hereofgross cash proceeds from the issuance and sale of its common stock and all aspects of the Capital Markets Transactions and all documentation related thereto shall be reasonably satisfactory to the Administrative Agent; and (fh) 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) Administrative Agent shall have occurred received such other documents, instruments, certificates, opinions and be continuingapprovals as it may reasonably request.

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 upon the first date satisfaction of all of the following conditions precedent (the “First date of satisfaction of all such conditions being referred to as the "Amendment Effective Date”) when, and only when, each of the applicable conditions set forth below have been satisfied (or waived) in accordance with the terms herein:"). (a) On or before the Amendment Effective Date, each member of the Borrower Group shall deliver to the Administrative Agent Agent, by facsimile, copies of (with sufficient originally executed copies for each Lender to be delivered by overnight courier service) the following described documents (each of which shall have received from be reasonably satisfactory in form and substance to the BorrowerAdministrative Agent, each other Loan Partyacting on behalf of the Lenders, the Existing Lenders constituting Required Lenders and each First Amendment Effective Date Term Lender a counterpart to its counsel): (i) this Amendment, duly executed and delivered on behalf of by the parties and (ii) such partyother documents, instruments, approvals or opinions as the Administrative Agent may reasonably request; (b) On or before the Amendment Effective Date, QUALCOMM shall deliver to the Administrative Agent shall have received Agent, by facsimile, copies of (with sufficient originally executed copies for each Lender to be delivered by overnight courier service) the following described documents (each of the items set forth on Annex C attached hereto, in each case, which shall be reasonably satisfactory in form and substance reasonably acceptable to the Administrative Agent, acting on behalf of the Lenders, and its counsel): (i) a confirmation of the QUALCOMM Guaranty, duly executed and delivered by QUALCOMM, as guarantor under the QUALCOMM Guaranty, in favor of Administrative Agent for the benefit of itself and the other Syndicated Lender and (ii) such other documents instruments, approvals or opinions as the Administrative Agent may reasonably request; (c) receipt by the Administrative Agent in dollars and in immediately available funds, (for its own account or for the benefit of each First Amendment Effective Date Term Lender, based on its pro rata share account of the aggregate amount of other Syndicated Lenders, as the First Amendment Effective Date Term Loan case may be) shall have received all fees and other amounts due and payable on or prior to the First Amendment Effective Date, a nonincluding, to the extent invoiced, reimbursement or payment of all out-refundable closing fee of-pocket expenses required to be reimbursed or paid by Borrower under or 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 Loansconnection with this Amendment; (d) all fees and expenses required to be paid on On or before 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) , all corporate, partnership and other proceedings taken by each member of the Borrower Group or to be taken in connection with the transactions contemplated by this Amendment, and all documents incidental to such transactions, shall be reasonably satisfactory in form and substance to the Administrative Agent and its counsel, and the Administrative Agent and such counsel shall have been paid from the proceeds received all such counterpart originals or certified copies of the First Amendment Effective Date Term Loanssuch documents, opinions, certificates, and evidence as they may reasonably request; (e) the truth and accuracy of the The representations and warranties set forth in Section 5 hereof3 of this Amendment shall be true and correct as of the Amendment Effective Date; and (f) both immediately before All approvals, authorizations, filings or Permits necessary for the execution, delivery and after giving effect to performance of this AmendmentAmendment shall have been made, taken or obtained from or with any Governmental Authority, and no order, statutory rule, regulation, executive order, decree, judgment or injunction shall have been enacted, entered, issued, promulgated or enforced by any Governmental Authority which prohibits or restricts the funding of the First Amendment Effective Date Term Loans and the consummation of the other transactions contemplated by this Amendment, no Default nor shall any action have been commenced or Event of Default (threatened seeking any injunction or any restraining or other than order to prohibit, restrain, invalidate or set aside the Designated Defaults) shall have occurred and be continuingtransactions contemplated by this Amendment.

Conditions to Effectiveness. (a) This Amendment and each First Amendment Effective Date Term Lender’s obligation to provide the First Amendment Effective Date Term Loan Commitments Agreement shall become effective on the first date (the “First Amendment Effective Date”) when, and only when, on which each of the applicable conditions set forth below following shall have occurred and the Administrative Agent shall have received evidence reasonably satisfactory to it of such occurrence (the Effective Date ): (i) this Agreement shall have been satisfied (or waived) in accordance with executed by the terms herein:Borrower, the Guarantors and the Amended and Restated Lenders; (aii) the Administrative Agent shall have received from such documents and certificates as the BorrowerAdministrative Agent or its counsel may reasonably request relating to the organization, existence and good standing of each other Loan Partyof the Borrower and the Guarantors, the Existing Lenders constituting Required Lenders authorization of the transactions under the Loan Documents and any other legal matters relating to each First Amendment Effective Date Term Lender a counterpart of the Borrower and the Guarantors, the Loan Documents or the transactions contemplated under the Loan Documents, all in form and substance satisfactory to this Amendment, duly executed the Administrative Agent and delivered on behalf of such partyits counsel; (biii) the Administrative Agent shall have received each the favorable written opinion of (A) Shearman & Sterling, LLP, counsel to the items set forth on Annex C attached heretoLoan Parties and (B) in-house counsel to the Borrower, in each case, dated the Effective Date and in form and substance reasonably satisfactory to the Administrative Agent and its counsel; (iv) the payments and repayments specified in Section 4.01(b) below shall have been made; (v) the Bankruptcy Court shall have entered, before May 5, 2008, one or more orders reasonably satisfactory in form and substance to the Administrative Agent authorizing (A) the amendment and restatement of the Existing Credit Agreement in its entirety as set forth herein, (B) the payment by the Borrower to the Administrative Agent of all fees referred to herein or in that certain Fourth Amendment Fee Letter dated as of April 25, 2008 and (C) the GM-Delphi Agreement; (vi) the Administrative Agent shall have received an amendment fee for the account of each Amended and Restated Lender that has executed and delivered a signature page hereto to the Administrative Agent no later than 312:00 p.m. (New York City time) on May 7, 2008 (or such later deadline as may be indicated by the Administrative Agent for receipt of signature) in an amount equal to (A) 150 basis points of the Commitments of each such Amended and Restated Lender who are Tranche A Lenders or Tranche B Lenders and (B) 200 basis points of the Initial Tranche C Commitments of each such Amended and Restated Lender who are Tranche C Lenders holding Initial Tranche C Commitments, as set forth on Annex A hereto; (vii) the Administrative Agent shall have received payment in cash in full of any fees owing to the Administrative Agent or any other person pursuant to, or referenced in, that certain Fourth Amendment Fee Letter dated as of April 25, 2008; and (viii) the GM-Delphi Agreement (A) shall be in form and substance satisfactory to the Amended and Restated Lenders and (B) shall have become effective pursuant to the terms thereof; it being understood that the form of the GM-Delphi Agreement filed with the Bankruptcy Court on April 24, 2008 shall be deemed to be in form and substance satisfactory to the Amended and Restated Lenders. (b) On the Effective Date: (i) the Original Tranche A Commitments of the Original Tranche A Lenders shall be terminated; (ii) the Borrower shall (A) prepay, in full, the Loans outstanding under the Existing Credit Agreement immediately prior to or substantially concurring with the effectiveness of this Agreement as set forth herein and it is hereby acknowledged by the parties to this Agreement that this Section 4.01(b) constitutes notice of such prepayment under Section 2.14 of the Existing Credit Agreement (and each of the parties hereto that are Original Lenders hereby waive any requirement pursuant to Section 2.14 of the Existing Credit Agreement to deliver such notice in advance of such payment), (B) subject to the conditions set forth herein, immediately thereafter borrow new Loans under this Agreement in an amount equal to such prepayment; provided that, with respect to clauses (A) and (B), (1) the prepayment to, and borrowing from, any Original Lender that is party to this Agreement may, in the Administrative Agent s discretion, be effected by book entry to the extent that any portion of the amount prepaid to such Original Lender will be subsequently borrowed from such Original Lender, and (2) if directed by the Administrative Agent in its sole discretion, the Original Lenders of each Class which are party to this Agreement and the Additional Lenders of such Class shall make and receive payments among themselves, in a manner acceptable to the Administrative Agent; , so that, after giving effect thereto, the Loans of such Class are held ratably by such Lenders in accordance with such Lenders respective Commitments of such Class (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 AmendmentAgreement) and (iii) pay to the Original Lenders the amounts, if any, payable under Section 2.17 of the Existing Credit Agreement as a result of any such prepayment; (iii) if any Letters of Credit are outstanding on the Effective Date, the funding undivided interests and participations therein of the First Amendment Effective Date Term Loans Original Lenders that were Tranche A Lenders before giving effect to the amendment and the consummation restatement of the other transactions contemplated Existing Credit Agreement set forth herein and that are not party to this Agreement, shall terminate and each of the Amended and Restated Lenders that are Tranche A Lenders shall be deemed to have purchased from the Issuing Lender pursuant to Section 2.03(d) of the Existing Credit Agreement an undivided interest and participation in such Letters of Credit to the extent of such Lender s Tranche A Commitment Percentage; (iv) the Borrower shall pay any accrued but unpaid interest and Fees owing to the Original Lenders as of the Effective Date; (v) each of the Amended and Restated Lenders shall be hereby deemed to have consented to the GM-Delphi Agreement; (vi) the Existing Credit Agreement shall be amended and restated in its entirety in accordance with as set forth herein; (vii) the Security and Pledge Agreement shall be amended as follows: (A) the Credit Agreement referenced therein shall mean this Agreement, as amended, restated, modified or supplemented from time to time, (B) Section 15(g)(ii) thereof shall be amended by replacing the reference to Commitment Fees with Tranche A Commitment Fees and (C) the schedules to the Security and Pledge Agreement shall be amended as set forth in the attachments hereto; and (viii) the Original Lenders that are not party to this AmendmentAgreement shall no longer be Lenders hereunder. (c) Each Loan Party hereby affirms that the terms of the Loan Documents (i) secure, no Default or Event of Default and shall continue to secure, and (other than ii) guarantee, and shall continue to guarantee, in each case, the Designated Defaults) Obligations and acknowledges and agrees that the Security and Pledge Agreement is, and shall have occurred continue to be, in full force and effect and is hereby ratified in all respects, and all references therein to the Credit Agreement and to the Obligations thereunder shall be continuingdeemed to be references to this Agreement and to the Obligations hereunder.

Conditions to Effectiveness. This Amendment and each First Amendment Effective Date Term Lender’s obligation shall be deemed to provide be effective upon the First Amendment Effective Date Term Loan Commitments shall become effective on the first date (the “First Amendment Effective Date”) when, and only when, satisfaction or waiver of each of the applicable following conditions set forth below have been satisfied (or waived) in accordance with to the terms hereinreasonable satisfaction of the Administrative Agent: (a) The Administrative Agent’s receipt of the following, each properly executed by a Responsible Officer of the signing Person, each in form and substance reasonably satisfactory to the Administrative Agent shall have received from the Borrower, each other Loan Party, the Existing Lenders constituting Required Lenders and each First Amendment Effective Date Term Lender a counterpart to Agent: (i) this Amendment, duly executed by each of the Borrower, the Administrative Agent, the New Lender and delivered on behalf each of such partythe Existing Lenders; (bii) Notes in an aggregate amount of up to One Billion Three Hundred Million Dollars ($1,300,000,000), executed by the Administrative Agent shall have received Borrower in favor of each Lender requesting a Note (in the amount of the items such Lender’s Applicable Percentage, as set forth on Annex C Schedule 2.01 attached hereto) and dated as of the Second Amendment Effective Date which Notes shall amend and restate in their entirety, to the extent applicable, those certain Notes issued by Borrower in favor of the Lenders and dated as of the First Amendment Effective Date; (iii) an Affirmation of Guaranty duly executed by each caseGuarantor; (iv) a New Lender Addendum in substantially the form attached as Exhibit F to the Credit Agreement duly executed by HSBC Australia; (v) a favorable opinion of counsel to the Loan Parties reasonably acceptable to Agent addressed to Agent and each Lender, as to the matters set forth concerning the Loan Parties and the Loan Documents (including, but not limited to this Amendment) in form and substance reasonably acceptable satisfactory to the Administrative Agent;; and (cvi) receipt a certificate of a Responsible Officer of the Borrower certifying that (A) the articles or certificate of incorporation or formation (or equivalent), as applicable, of the Borrower have not been amended since the date of the last delivered certificate, or if they have been amended, attached thereto are true, correct and complete copies of the same, certified as of a recent date by the Administrative Agent appropriate Governmental Authority in dollars and in immediately available fundsits jurisdiction of incorporation, for organization or formation (or equivalent), as applicable, (B) the benefit of each First Amendment Effective Date Term Lender, based on its pro rata share bylaws or other governing document of the aggregate amount Borrower have not been amended since the date of the First Amendment Effective Date Term Loan on last delivered certificate, or if they have been amended, attached thereto are true, correct and complete copies of the First Amendment Effective Datesame, (C) attached thereto is a non-refundable closing fee in an aggregate amount equal to 2.50% true, correct and complete copy of resolutions duly adopted by the board of directors ($1,250,000.00or other governing body) of the aggregate principal amount Borrower authorizing and approving the transactions contemplated hereunder and the execution, delivery and performance of this Amendment and the Credit Agreement as amended by this Amendment and (D) attached thereto is a true, correct and complete copy of a certificate of good standing from the applicable secretary of state of the First Amendment Effective Date Term Loanstate of incorporation, which such fee shall be fully earnedorganization or formation (or equivalent), due and payable on the date hereof and paid from the proceeds as applicable, of the First Amendment Effective Date Term Loans;Borrower. (db) Payment of (i) all fees and expenses required to be paid on of the First Amendment Effective Date pursuant to Administrative Agent and the Loan Documents (Lenders and in the case of expenses, to the extent invoiced at least one two (12) Business Day Days prior to the First Second Amendment Effective Date (except as otherwise reasonably agreed to by the Borrower), required to be paid on the Second Amendment Effective Date and (ii) all fees to the Lenders required to be paid on the Second Amendment Effective Date) shall have been paid from the proceeds of the First Amendment Effective Date Term Loans;. (ec) the truth and accuracy of the The representations and warranties in Section 5 hereof; and (f) both immediately before 6 of this Amendment shall be true and after giving effect to this Amendment, the funding correct as of the First Second Amendment Effective Date. For purposes of determining compliance with the conditions specified in this Section 4, each Lender that has signed this Amendment shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Second 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 continuingspecifying its objection thereto.

Conditions to Effectiveness. This Amendment shall become effective as of and each First from the 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 when, each of the applicable conditions set forth below have been satisfied (or waived) in accordance with the terms herein: when (a) the Administrative Agent shall have received from counterparts of this Amendment that, when taken together, bear the Borrower, signatures of all the parties hereto and (b) each other Loan Party, of the Existing Lenders constituting Required Lenders and each First 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 Term Lender immediately after the effectiveness of this Amendment in a counterpart principal amount equal to the aggregate principal amount of the Loans to be outstanding on such date immediately prior to the effectiveness of this AmendmentAmendment (the "Outstanding Loans"), duly executed and delivered on behalf arrangements shall have been made for the proceeds of such party; Borrowings to be applied on the Amendment Effective Date to repay in full the Outstanding Loans; (bii) 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 7 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 each of a certificate, dated the items set forth on Annex C attached hereto, in each case, in form and substance reasonably acceptable to the Administrative 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 and signed by a Financial Officer of the aggregate amount Borrower, confirming (A) that the representations and warranties set forth in Article III of the First Amendment Effective Date Term Loan Facility B Credit Agreement, as amended hereby, are true and correct in all material respects, with the same effect as though made on and as of the First Amendment Effective Date, a non-refundable closing fee in except to the extent that such representations and warranties expressly relate to an aggregate amount equal to 2.50% earlier date, and ($1,250,000.00B) that no Event of Default or Default has occurred and is continuing; (iv) the Administrative Agent shall have received certified copies of the aggregate principal amount resolutions of the First Board of Directors of the Borrower approving or authorizing approval of the execution and delivery of this Amendment and the performance of the Facility B Credit Agreement as amended hereby; (v) the Administrative Agent shall have received a certificate of the Secretary or an Assistant Secretary of the Borrower, dated the Amendment Effective Date Term LoanDate, which such fee shall be fully earned, due and payable on (A) as to the date hereof and paid from absence of amendments to the proceeds certificate of incorporation or the by-laws of the First Amendment Effective Date Term Loans; Borrower since July 31, 1995 (d) all fees and expenses required to be paid on or, in the First Amendment Effective Date pursuant to event there shall have been any such amendments, setting forth copies thereof certified by the Loan Documents (Secretary of State of Delaware in the case of expenses, amendments to the extent invoiced at least one (1) Business Day prior certificate of incorporation and by the Secretary or an Assistant Secretary of the Borrower in the case of amendments to the First Amendment Effective Dateby-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 been paid from received a satisfactory written opinion of counsel for the proceeds of Borrower, dated the First Amendment Effective Date Term Loans; and addressed to the Lenders; and (evii) 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 continuingon or prior to June 30, 1997.

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 not be effective on the first date (the “First Amendment Effective Date”) when, and only when, until each of the applicable following conditions set forth below have precedent has been satisfied (or waived) in accordance with fulfilled to the terms hereinreasonable satisfaction of the Administrative Agent: (a) The Administrative Agent shall have received counterparts of this Amendment duly executed and delivered by 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 received from 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 on behalf of such party; (b) the Administrative Agent shall have received each of the items set forth on Annex C attached hereto, in each case, in form and substance reasonably acceptable been provided to the Administrative Agent;. (c) receipt by the Administrative Agent The Loan Parties shall have paid in dollars full all reasonable costs and in immediately available funds, for the benefit of each First Amendment Effective Date Term Lender, based on its pro rata share expenses of the aggregate amount Agents (including, without limitation, reasonable attorneys’ fees) in connection with the preparation, negotiation, execution and delivery of the First this 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 expensesrelated documents, to the extent invoiced at least one (1) Business Day prior to the First Amendment Effective Datedate hereof. (d) The Administrative Agent shall have received true and complete copies of the Etailz Acquisition Agreement and the material documents, instruments and agreements executed in connection therewith, in each case duly executed by each of the parties thereto and in form and substance reasonably satisfactory to the Administrative Agent. The Etailz Acquisition shall have been paid from consummated substantially contemporaneously herewith, and in accordance with the proceeds of the First Amendment Effective Date Term Loans;Etailz Acquisition Agreement. (e) The Administrative Agent shall have received, in form and substance reasonably satisfactory to the truth and accuracy Administrative Agent, a payoff letter from JPMorgan Chase Bank, N.A. (“JPM”) in respect of Indebtedness owing by Etailz to JPM in respect of the representations Etailz Line of Credit (as defined in the Etailz Purchase Agreement), evidencing that the Etailz Line of Credit has been or concurrently with the Third Amendment Effective Date is being terminated, all obligations thereunder have been or substantially concurrently with the Third Amendment Effective Date are being paid in full, and warranties in Section 5 hereof; andall Liens securing obligations under the Etailz Line of Credit have been or substantially concurrently with the Third Amendment Effective Date are being released (or other arrangements reasonably satisfactory to the Administrative Agent for delivery of termination statements and releases have been made). (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 No Default or Event of Default (other than the Designated Defaults) shall have occurred and be continuing. (g) All representations and warranties of the Loan Parties shall be true and correct in all material respects on and as of the date hereof, other than (x) representations and warranties that relate solely to an earlier date, in which case they shall be true and correct as of such earlier date, or (y) representations and warranties qualified by materiality, in which case they shall be true and correct in all respects. (h) The Administrative Agent shall have received such additional documents, instruments, and agreements as any Agent may reasonably request in connection with the transactions contemplated hereby.

Conditions to Effectiveness. This The effectiveness of this Amendment and each First Amendment Effective Date Term Lender’s obligation shall be subject 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 when, each satisfaction of the applicable following conditions set forth below have been satisfied (or waived) in accordance with the terms hereinprecedent: (a) This Amendment shall have been duly executed and delivered by the Administrative Borrower, each Guarantor and each of the Banks. (b) The Agent shall have received from amended and restated Revolving Credit Notes in the Borrower, each other Loan Party, amounts and in favor of the Existing Lenders constituting Required Lenders and each First Amendment Effective Date Term Lender a counterpart to this AmendmentBanks set forth on the attached Schedule 1, duly executed and delivered on behalf of such party;by the Borrower and in full force and effect. (bc) the Administrative The Agent shall have received each copies, certified as being true, correct and complete by an officer of the items set forth on Annex C attached heretoBorrower, of the duly executed Honeywell 250 Fuel Systems Contract and the duly executed Honeywell Airline Systems Contract, in each casecase in form and substance satisfactory to the Agent. The Agent shall have received evidence satisfactory to it that all conditions to the effectiveness of each such Contract shall have been satisfied on or prior to the Second Amendment Effective Date. (d) The Borrower shall have delivered to the Agent a Compliance Certificate in the form of Exhibit I attached hereto for the Reference Period ended March 31, 2001 demonstrating compliance with the covenants contained in Section 11 of the Credit Agreement, as amended by this Amendment. (e) The Borrower shall have paid all fees in such amounts and at such times as provided therefor in the Fee Letter. (f) The Agent shall have received a copy of each Assignment and Acceptance (if any) executed in connection with this Amendment, each of which shall have been duly executed by the assigning Bank, the assignee and consented to by the Borrower. (g) The Agent shall have received an opinion of counsel to the Borrowers and the Guarantors addressed to the Banks and the Agent in form and substance reasonably acceptable satisfactory to the Administrative Agent;. (ch) receipt by The Agent shall have received all such UCC-1 financing statements, UCC-3 amendments and other instruments and agreements as the Administrative Agent may request in dollars and order to confirm that the Security Documents shall continue to be effective to create in immediately available funds, for the benefit of each First Amendment Effective Date Term Lender, based on its pro rata share favor of the aggregate amount of Agent a legal, valid and enforceable first priority security interest and lien upon 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 (Collateral other than the Designated Defaults) Mortgaged Property. The Borrower shall have occurred paid all recording fees, taxes and be continuingother charges in connection with all such instruments and agreements.

Conditions to Effectiveness. This Amendment and The effectiveness of each First Amendment Supplemental Confirmation on the Effective Date Term Lender’s obligation to provide the First Amendment Effective Date Term Loan Commitments for such Supplemental Confirmation shall become effective on the first date be subject to: (the “First Amendment Effective Date”) when, and only when, each of the applicable conditions set forth below have been satisfied (or waived) in accordance with the terms herein: (ai) the Administrative Agent shall have received from 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 on behalf of such party; (b) the Administrative Agent shall have received each of the items set forth on Annex C attached hereto, in each case, in form and substance reasonably acceptable to the Administrative 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 condition that the representations and warranties of Party B contained in Section 5 3(a) of the Agreement and in the Sales Agency Financing Agreement, and any certificate delivered pursuant to the Sales Agency Financing Agreement by Party B, be true and correct on such Effective Date as if made as of such Effective Date; (ii) the condition that the representations and warranties of Dealer contained in Section 3(a) of the Agreement be true and correct on such Effective Date as if made as of such Effective Date; (iii) the condition that Party B have delivered to Dealer an opinion of counsel (which may include internal counsel to Party B and which may, at Party B’s election, be an opinion of counsel required to be delivered pursuant to the Sales Agency Financing Agreement, provided such opinion of counsel satisfies the requirements hereof) dated on or prior to the first Trade Date for a Transaction hereunder with respect to matters set forth in Section 3(a)(ii) of the Agreement (as if references therein to “this Agreement” were instead references to “this Master Confirmation”); and (fiv) both immediately before and after giving effect the condition that Party B have performed all of the obligations required to be performed by it under the Sales Agency Financing Agreement on or prior to such Effective Date; (v) delivery by Dealer to Party B of a properly executed Internal Revenue Service Form W-9 [or applicable Form W-8 ECI] or similar documentation establishing an exemption from backup withholding under the Internal Revenue Code of 1986, as amended; (vi) the satisfaction of all of the conditions set forth in Section 5.01 of the Sales Agency Financing Agreement (for purposes hereof, the representation in Section 3(a)(iv) of the Agreement shall, for avoidance of doubt, extend to this AmendmentMaster Confirmation and each Supplemental Confirmation); (vii) the non-occurrence of any event that would cause an Acceleration Event to be in effect upon the effectiveness of such Supplemental Confirmation; and (viii) delivery by Party B to Dealer of a properly executed Internal Revenue Service Form W-9 or similar documentation establishing an exemption from backup withholding under the Internal Revenue Code of 1986, 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 continuingas amended.

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 when each of the following conditions specified below shall have been satisfied (the “First Amendment Effective Date”): (i) whenthe Administrative Agent and the Borrower shall have received a signed signature page to this First Amendment from the Borrower, the Guarantor, the Fronting Lender, each Revolving Lender and the Administrative Agent and a signed consent from each Consenting Lender, and only when, in the case of each of the applicable conditions set forth below such Consenting Lender such Consenting Lender shall have been satisfied (elected on its signature page either “Option A” or waived) “Option B” as described in accordance with the terms herein:Exhibit A hereto; (aii) the Administrative Agent shall have received from with respect to the BorrowerBorrower a certificate of the Secretary of State of the state of Delaware, each other Loan Partydated as of a recent date, the Existing Lenders constituting Required Lenders and each First Amendment Effective Date Term Lender a counterpart as to this Amendment, duly executed and delivered on behalf of such partyits good standing; (biii) the Administrative Agent shall have received each a certificate of the items set forth on Annex C attached heretoSecretary or an Assistant Secretary (or similar officer), of the Borrower dated the date hereof and certifying as to the incumbency and specimen signature of each officer of the Borrower executing this First Amendment or any other document delivered by it in each case, in form and substance reasonably acceptable connection herewith; (iv) the Borrower shall have paid to the Administrative Agent; (c) receipt by the Administrative Agent in dollars and in immediately available funds, for the benefit of each itself and the Consenting Lenders the then-unpaid balance of all accrued and unpaid fees due, owing and payable by the Borrower to them in connection with this First Amendment, as agreed to by the Borrower, and the reasonable attorneys’ fees of Milbank, Tweed, ▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP as counsel to the Administrative Agent and to the Fronting Lender incurred in connection with the preparation, execution and delivery of this First Amendment as to which the Borrower shall have received an invoice prior to the First Amendment Effective Date Term Lender, based on its pro rata share Date; (v) the Administrative Agent shall have received an Officer’s Certificate from the Borrower certifying as to the truth in all material respects of the aggregate amount representations and warranties set forth in Section 3 of this First Amendment as though made by it on the date hereof, except to the extent that any such representation or warranty relates to a specified date, in which case as of such date (provided, that any representation or warranty that is qualified by materiality, “Material Adverse Change” or “Material Adverse Effect” shall be true and correct in all respects as of the applicable date, before and after giving effect to the First Amendment); (vi) all interest accrued on the Term Loans that has not yet been paid by the Borrower to the Administrative Agent as of the First Amendment Effective Date Term Loan on shall have been paid in full; and (vii) all amounts owing to the First Amendment Effective Date, a nonNon-refundable closing fee in an aggregate amount equal Consenting Lenders pursuant to 2.50% Section 2.15 ($1,250,000.00Break Funding Payments) of the aggregate principal amount Loan Agreement in connection with the repayment of the their Refinanced Term Loans pursuant to this First Amendment Effective Date Term Loan, which such fee shall be fully earned, due and payable on have been paid by 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 Borrower to the Loan Documents (Administrative Agent for the account of each such Non-Consenting Lender, subject in the case of expenses, each Non-Consenting Lender to its giving the extent invoiced Borrower a written certificate setting forth any such amount due to it at least one (1) Business Day prior to the First Amendment Effective Date) . The Administrative Agent shall have been paid from promptly notify the proceeds parties hereto of the occurrence 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 continuingDate.

Conditions to Effectiveness. This Amendment Agreement shall not be effective unless and until the date when each First Amendment Effective Date Term Lender’s obligation to provide of the First Amendment Effective Date Term Loan Commitments following conditions shall become effective on have been satisfied in the first date sole discretion of the Trustee and the Holders, as applicable (such date, the “First Amendment Forbearance Effective Date”) when, and only when, each of the applicable conditions set forth below have been satisfied (or waived) in accordance with the terms herein:): (a) Each of the Administrative Agent parties hereto shall have received from delivered to the Borrower, each other Loan Party, the Existing Lenders constituting Required Lenders and each First Amendment Effective Date Term Lender a counterpart to Trustee executed counterparts of this Amendment, duly executed and delivered on behalf of such party;Agreement. (b) Receipt, from funds paid by the Administrative Agent shall have received Holders into escrow, by the Trustee of payment of all outstanding fees and expenses (including counsel fees and expenses) payable to the Trustee, and payment to the Trustee and each Holder of all fees and expenses in connection with the execution and delivery of this Agreement and any other documents or agreements executed in contemplation hereof, including without limitation, the fees and expenses of the items set forth on Annex C attached heretoTrustee’s and each Holder’s counsel. (c) Delivery to the Trustee and the Holders of such other agreements, in each case, documents or instruments as Trustee may reasonably request (as directed by the Holders) in form and substance reasonably acceptable satisfactory to the Administrative Agent; (c) receipt by Trustee, as to its rights, duties and obligations, and the Administrative Agent Holders 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;their sole discretion. (d) all fees and expenses required to be paid on The Issuer shall have delivered the First Amendment Effective Date pursuant initial Approved Forecast 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;Holders. (e) The Issuer shall have engaged a Company Financial Advisor by way of written agreement on terms acceptable to the truth Requisite Holders in compliance with the terms of Section 6(b)(i) below; it being understood and accuracy of agreed that the representations and warranties in Section 5 hereof; andengagement letter with ▇▇▇▇▇▇▇ & Marsal Cayman Islands Limited is acceptable to the Requisite Holders without modification (the “A&M Engagement Letter”). (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 No event that would constitute a Forbearance Default or Event of Default (other than the Designated Defaults) shall have occurred and be continuingcontinuing as of the Forbearance Effective Date. (g) The Trustee and the Issuer shall have executed and delivered the following: (i) Waiver and Consent Agreement; (ii) Second Supplemental Indenture; and (iii) Third Supplemental Indenture relating to the Bridge Notes. The Trustee, when authorized and directed by the Holders, shall declare this Agreement to be effective and declare the occurrence of the Forbearance Effective Date when all of the conditions set forth in this Section 5 have been satisfied. Such declaration shall be final, conclusive and binding upon all parties to this Agreement for all purposes.

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 The amendments set forth in Section 2 hereof shall become effective on the first date (the “First Amendment Effective Date”) when, and only when, each and as of the applicable conditions set forth below date (the “Amendment Effective Date”) on which the Administrative Agent shall have been satisfied (or waived) in accordance with the terms hereinreceived: (a) the Administrative Agent shall have received from counterparts of this Amendment Agreement executed by the Borrower, each other Loan Partyof the Guarantors, and the Existing Lenders constituting Required Lenders and each First Amendment Effective Date Term Lender a counterpart to this Amendment, duly executed and delivered on behalf of such partyLenders; (b) payment of fees and expenses of the Administrative Agent set forth in the Amendment No. 4 to Credit Agreement Fee Letter, dated April 6, 2009, between the Administrative Agent and the Borrower (including the reasonable and accrued fees of counsel to the Administrative Agent); (c) payment of fees and expenses of Wachovia Capital Markets, LLC set forth in the Fourth Amendment Engagement Letter, dated April 2, 2009, between Wachovia Capital Markets, LLC and the Borrower; (d) payment of an amendment fee for the account of each Lender that has approved this Amendment Agreement equal to 1.00% of such Lender’s aggregate outstanding Revolving Credit Commitments and Term Loans as of the date hereof (prior to giving effect to the Revolving Credit Commitment reduction and the Term Loan prepayment described in Section 5 herein); (e) a favorable opinion of (i) Cahill Gor▇▇▇ & ▇▇▇▇▇▇▇ LL▇, ▇▇▇▇ial New York counsel to the Borrower and the Parent Guarantor and (ii) Kilpatrick ▇▇▇▇▇▇▇▇, ▇▇▇, ▇▇▇cial North Carolina counsel to the Borrower and the Parent Guarantor, in each case, dated the Amendment Effective Date and in form and substance reasonably satisfactory to the Administrative Agent covering such matters (including without limitation the enforceability of this Amendment Agreement and the Credit Agreement as amended hereby and the valid organization, good standing and due authorization of the Borrower and the Parent Guarantor) as the Administrative Agent shall have received each reasonably request; (f) (i) a certificate, signed by the Secretary or Assistant Secretary of the items Borrower and dated the Amendment Effective Date, evidencing the organization, existence and good standing of the Borrower, the authorization of this Amendment Agreement and any other legal matters relating to the Borrower or this Amendment Agreement as the Administrative Agent may reasonably request, all in form and substance reasonably satisfactory to the Administrative Agent; and (ii) a certificate, signed by the Secretary or Assistant Secretary of the Parent Guarantor and dated the Amendment Effective Date, evidencing the organization, existence and good standing of the Parent Guarantor, the authorization of this Amendment Agreement and any other legal matters relating to the Parent Guarantor or this Amendment Agreement as the Administrative Agent may reasonably request, all in form and substance reasonably satisfactory to the Administrative Agent; and (g) (i) a certificate, signed by a duly authorized officer of the Borrower and dated the Amendment Effective Date, in respect of the matters set forth on Annex C attached hereto, in each caseSection 3 above, in form and substance reasonably acceptable satisfactory to the Administrative Agent; ; and (cii) receipt a certificate, signed 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 a duly authorized officer of the aggregate amount of Parent Guarantor and dated 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) respect of the aggregate principal amount of the First Amendment Effective Date Term Loanmatters set forth in Section 3 above, which such fee shall be fully earned, due in form 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 substance reasonably satisfactory to the Loan Documents (in Administrative Agent; provided that, this Amendment Agreement shall not become effective unless the case of expenses, to the extent invoiced at least one (1) Business Day prior to the First Amendment Effective Date) Borrower shall have been paid from prepaid the proceeds of the First Amendment Effective Date Term Loans; (e) the truth and accuracy of the representations and warranties Loans as described 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 continuingherein.

Conditions to Effectiveness. Section 2.1. This Fifth Amendment shall become effective as the date hereof when executed counterparts of this Fifth Amendment, duly executed by the Company and each First 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 Effective Date Term Lender’s obligation to provide the First Amendment Effective Date Term Loan Commitments shall become effective on the first date (such date, the “First Fifth Amendment Effective Date”) when, and only when, each when all of the applicable following conditions set forth below have been satisfied (or waived) in accordance with the terms hereinsatisfied: (a) the Administrative Agent Noteholders shall have received evidence reasonably satisfactory to them that the Bank Credit Agreement have been amended substantially as proposed in the from 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 on behalf of such partyannexed hereto annexed hereto as Exhibit A; (b) the Administrative Agent holders of Notes shall have received each of evidence reasonably satisfactory to them that the items set forth on Annex C attached hereto, 2013 NPA has been amended substantially as proposed in each case, in the form and substance reasonably acceptable to the Administrative Agentannexed hereto as Exhibit B; (c) receipt by the Administrative Agent in dollars representations and in immediately available funds, for the benefit of each First Amendment Effective Date Term Lender, based on its pro rata share warranties of the aggregate amount Company set forth Section 5 of the First Amendment Effective Date Term Loan Note Purchase Agreement, as amended by this Fifth Amendment, are true and correct on the First Amendment Effective Date, a non-refundable closing fee in an aggregate amount equal and with respect 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 Loanshereof; (d) all the fees and expenses required to be paid on the First Amendment Effective Date pursuant of ▇▇▇▇▇▇▇ and ▇▇▇▇▇▇, LLP, counsel to the Loan Documents (in the case of expensesNoteholders, to the extent invoiced at least one (1) Business Day prior to the First Amendment Effective Date) shall have been paid from by the proceeds Company, in connection with the negotiation, preparation, approval, execution and delivery of the First Amendment Effective Date Term Loans;this Fifth Amendment; and (e) the truth and accuracy The Company has not paid any consideration in connection with this Fifth Amendment or any similar amendment, waiver or modification in respect of other Debt 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 (Company other than legal fees and expenses in connection with the Designated Defaults) shall have occurred execution and be continuingdelivery of this Fifth Amendment and that certain Fifth Amendment to the Bank Credit Agreement dated as of February10, 2023.

Conditions to Effectiveness. This The Commitment Increase and amendments to the Credit Agreement set forth in this Increase and Amendment and each First Amendment Effective Date Term Lender’s obligation to provide the First Amendment Effective Date Term Loan Commitments Agreement shall become effective on the date first date set forth above (the “First Third Amendment Effective Date”) when, and only when, when each of the applicable conditions set forth below in this Section 5 shall have been satisfied (or waived) in accordance with the terms hereinsatisfied: (a) the Administrative Agent shall have received from the Borrower, each other Loan Party, the Existing Lenders constituting Required Lenders counterparts of this Increase and each First Amendment Effective Date Term Lender a counterpart to this AmendmentAgreement, duly executed and delivered on behalf of such party(i) Borrower, (ii) Lenders constituting at least the Required Lenders, (iii) each Issuing Bank, (iv) each Increasing Lender, (v) Holdings, (vi) each other Guarantor and (vii) each other Transaction Party; (b) as of the Third Amendment Effective Date, no Default or Event of Default shall have occurred and be continuing, or would occur immediately after giving effect to the transactions contemplated by this Increase and Amendment Agreement; (c) each of the representations and warranties of the Transaction Parties set forth in Section 4 shall be true and correct in all material respects (or, as to any representations and warranties that are otherwise qualified as to materiality or Material Adverse Effect, in all respects) (d) the Collateral Rig Requirements (including, in respect of the addition of the Subject Vessel as an Additional Rig, the requirements of clause (xii) of the definition of “Collateral Rig Requirements” with respect to delivery of legal opinions as set forth therein) shall have been satisfied on and as of the Third Amendment Effective Date, immediately after giving effect to this Increase and Amendment Agreement; (e) the Administrative Agent shall have received each a certificate of the items President, a Vice-President or the Chief Executive Officer of the Borrower dated the Third Amendment Effective Date and certifying as to the satisfaction of the conditions set forth in Section 5(b) and (c) of this Increase and Amendment Agreement; (f) the Administrative Agent shall have received certificates of the secretary or an assistant secretary (or an officer or director with similar authority) of each Transaction Party, containing specimen signatures (or certifying as to specimen signatures previously provided to the Administrative Agent) of the persons authorized to execute Credit Documents on Annex C attached heretosuch Transaction Party’s behalf or any other documents provided for herein or therein, together with (x) copies of resolutions of the board of directors or other appropriate governing body of such Transaction Party authorizing the execution and delivery of this Increase and Amendment Agreement and the other Credit Documents to which such Transaction Party is a party (or certifying as to resolutions of such governing body previously provided to the Administrative Agent), (y) copies of such Transaction Party’s memorandum of association and articles of association or other organizational documents filed in its jurisdiction of incorporation, and bylaws and other governing documents, if any, of such Transaction Party (or certifying as to such documents previously provided to the Administrative Agent), and (z) a certificate of incorporation or organization and a certificate of good standing (or their equivalents), to the extent applicable in the relevant jurisdiction, from the appropriate Governmental Authority of such Transaction Party’s jurisdiction of incorporation or organization; (g) the Administrative Agent shall have received favorable written opinions (addressed to the Administrative Agent, the Collateral Agent, the Lenders and the Issuing Banks and dated as of the Third Amendment Effective Date) of (A) ▇▇▇▇▇ ▇▇▇▇▇ LLP, New York counsel for the Transaction Parties, (B) ▇▇▇▇▇ ▇▇▇▇▇, Cayman Islands counsel for the Borrower and the other Transaction Parties organized under the laws of the Cayman Islands on the Third Amendment Effective Date, (C) ▇▇▇▇▇▇▇▇▇ ▇▇, Swiss legal counsel for Holdings and the other Transaction Parties organized under the laws of Switzerland on the Third Amendment Effective Date, and (D) ▇▇▇▇▇▇, ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP with respect to the Transaction Parties organized under the laws of the ▇▇▇▇▇▇▇▇ Islands, in each casecase covering such matters with respect to the Transaction Parties, this Increase and Amendment Agreement and the other Credit Documents coming into effect on the Third Amendment Effective Date, and the transactions contemplated by such Credit Documents, as the Administrative Agent shall reasonably request; (h) the Administrative Agent shall have received all fees payable to the Administrative Agent and each Increasing Lender that the Borrower has agreed to pay in connection with this Increase and Amendment Agreement; (i) to the extent required to be paid by the Borrower pursuant to Section 10.13 of the Credit Agreement (and not otherwise waived by the Administrative Agent), the Administrative Agent (or its counsel) shall have received, to the extent invoiced no later than two Business Days prior to the Third Amendment Effective Date, payment of all out-of-pocket expenses incurred in connection with the preparation, negotiation and execution of this Increase and Amendment Agreement; and (j) such other documents, filings, recordings and other information as the Administrative Agent may request, in form form, scope and substance reasonably acceptable to the Administrative Agent; (c) receipt by . For purposes of determining compliance with the conditions specified in this Section 5, the Administrative Agent and each Lender and Issuing Bank party hereto, as applicable, that has signed this Increase and Amendment Agreement shall be deemed to have consented to, approved or accepted or be satisfied with, each document or other matter required under this Section 5, in dollars and in immediately available fundseach case to be consented to or approved by or to be acceptable or satisfactory to the Administrative Agent, for each Lender party hereto or each Issuing Bank party hereto, as applicable. Upon the benefit of each First Amendment Effective Date Term Lender, based on its pro rata share satisfaction of the aggregate amount conditions set forth in this Section 5, the Administrative Agent shall promptly provide written notice to the Borrower of the First effectiveness of this Increase and Amendment Effective Date Term Loan on the First Amendment Effective DateAgreement, 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 and such fee notice shall be fully earned, due conclusive 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 continuingbinding.

Conditions to Effectiveness. This Section 1 of this Second 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 only upon the first date satisfaction of all of the following conditions precedent (the “First date of satisfaction of such conditions being referred to herein as the "Second Amendment Effective Date”"), except paragraph (ii) whenof paragraph C: A. On or before the Second Amendment Effective Date, the Borrower shall deliver to the Agent executed copies of this Second Amendment (with sufficient originally executed copies for each Lender and its counsel) dated the Second Amendment Effective Date. B. On or before the Second Amendment Effective Date, all corporate and other proceedings taken or to be taken in connection with the transactions contemplated hereby and all documents incidental thereto not previously found acceptable by the Agent, acting on behalf of the Lenders, and only whenits counsel shall be satisfactory in form and substance to the Agent and such counsel, each of and the applicable conditions set forth below have been satisfied (or waived) in accordance with the terms herein: (a) the Administrative Agent and such counsel shall have received from all such counterpart originals or certified copies of such documents as the Agent may reasonably request. (i) On or before the Second Amendment Effective Date, the Borrower shall have paid to each Lender who has consented to and joined in the execution of this Second Amendment, by wire transfer of immediately available federal funds, an amendment fee equal to the product of (y) the Commitment of such Lender and (z) 0.70%. (i) Although not a condition to the effectiveness of Section 1 of this Second Amendment on the Second Amendment Effective Date, on or before June 13, 2003, the Borrower shall pay to each Lender who has consented to and joined in the execution of this Second Amendment, by wire transfer of immediately available federal funds, an amendment fee equal to the product of (y) the Commitment of such Lender and (z) 0.70%. D. The Borrower, each the Noteholders and the other Loan Party, parties to the Existing Lenders constituting Required Lenders and each First Amendment Effective Date Term Lender a counterpart to this Amendment, duly Third Modification Agreement (defined below) shall have executed and delivered on behalf of such party; (b) the Administrative Agent shall have received each of the items set forth on Annex C attached hereto, in each caseThird Modification Agreement, in form and substance reasonably acceptable satisfactory to the Administrative Agent; (c) receipt , and the Agent shall have received a copy thereof, as originally in effect, certified as true and complete 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 an officer of the aggregate amount of Borrower, and 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 same shall be fully earnedin full force and effect. E. This Second Amendment shall have become effective in accordance with Section 5.E hereof. F. All costs, 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 of Shearman & Sterling, counsel to the Loan Documents (Agent, in connection with the case of expenses, waivers and modifications to the extent invoiced at least one (1) Business Day prior to the First Amendment Effective Date) Credit Agreement shall have been paid from by 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 continuingBorrower.

Conditions to Effectiveness. This The forbearance set forth in Section B and the amendments set forth in paragraphs 1 through 19 of Section C, of 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 as of November 5, 2001 (the “First "Amendment Effective Date”") when, and only when, each upon satisfaction in full of the applicable following conditions set forth below have been satisfied (or waived) in accordance with the terms hereinprecedent: (a) The representations and warranties contained in this Amendment, Article VII of the Financing Agreement and the other Loan Documents shall be correct in all material respects on and as of the date of this Amendment as though made on and as of such date (except where such representations and warranties relate to an earlier date in which case such representations and warranties shall be true and correct as of such earlier date); no Potential Default or Event of Default shall have occurred and be continuing on the date of this Amendment (other than the Events of Default referred to in the Cash Collateral Letter), or result from this Amendment becoming effective in accordance with its terms. (b) The Collateral Agent shall have received (i) counterparts of this Amendment that bear the signatures of each of the Borrower and the Lenders and (ii) counterparts of an Acknowledgment and Consent, in the form of Annex V to this Amendment, that bear the signature of each Surety. (c) All legal matters incident to this Amendment shall be satisfactory to the Agents and their counsel. (d) The Administrative Agent shall have received from 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 on behalf of such party; (b) the Administrative Agent shall have received each of the items set forth on Annex C attached hereto, in each case, in form and substance reasonably acceptable to the Administrative Agent; (c) receipt by the Administrative Agent in dollars and in immediately available fundsreceived, for the ratable 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 DateLenders, a non-refundable closing bridge fee (the "Bridge Fee") in an aggregate amount equal to 2.50% ($1,250,000.00) 3,000,000, which shall have been deemed to be fully earned and due and payable as 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 on such date from the proceeds of the First Amendment Effective Date Term Loans; Loan B (d) all fees and expenses required to be paid on the First Amendment Effective Date pursuant to the Loan Documents (as defined in the case of expensesFinancing Agreement, 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 as amended by this Amendment) by charging the Borrower's Loan Account in accordance with Section 2.01(b)(iii) of the Financing Agreement, no Default or Event of Default (other than the Designated Defaults) shall have occurred and be continuingas amended hereby.

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 when, on which each of the applicable conditions set forth below following shall have been satisfied (or waived) in accordance with the terms herein: (a) occurred and the Administrative Agent shall have received from evidence reasonably satisfactory to it of such occurrence: (i) this Amendment shall have been executed by the Borrower, each other Loan Partythe Guarantors, the Existing Lenders constituting Required First Priority Participant Lenders, the Required Total Participant Lenders and each First Amendment Effective Date Term Lender a counterpart to this Amendment, duly executed and delivered on behalf of such partythe Required Lenders; (bii) the Administrative Agent shall have received each of the items set forth on Annex C attached hereto, in each case, in form and substance reasonably acceptable to the Administrative 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 effectiveness 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 Defaultsa Specified Default) shall have occurred and be continuing; (a) the Borrower and GM shall have irrevocably executed and delivered an amendment to the GM-Delphi Agreement that extends the date by which 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) from 8:00 p.m. (New York City time) on July 30, 2009 to no earlier than 8:00 p.m. (New York City time) on August 4, 2009, as set forth in both the definition of “Sale Order Condition” and Section 4.04(d)(iv) of the GM-Delphi Agreement, (b) such amendment shall have become fully effective and (c) such amendment shall be in form and substance satisfactory to the Administrative Agent; and (iv) the Borrower shall have paid all invoiced expenses (including the fees and expenses of counsel to the Administrative Agent) of the Administrative Agent incurred in connection with the preparation, negotiation and execution of this Amendment 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 approved by the Bankruptcy Court.

Conditions to Effectiveness. This The provisions of 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, which date (if ever) shall be prior to December 31, 2017, that all of the following conditions precedent have been satisfied (the “First Sixth Amendment Effective Date”) when, and only when, each of the applicable conditions set forth below have been satisfied (or waived) in accordance with the terms herein:): (a) the Administrative Agent shall have received from the Borrower, each other Loan Party, the Existing Lenders constituting Required Lenders and each First Amendment Effective Date Term Lender a counterpart to pdf copy of this Amendment, duly executed and delivered on behalf of such partyby Parent and the Subsidiary Guarantor; (b) the Administrative Agent shall have received each a pdf copy of the items set forth on Annex C attached hereto, in each case, a Pledge and Security Agreement in form and substance reasonably acceptable satisfactory to Agent in its sole discretion, pledging 65% of Parent’s equity interest in SMA Industria Quimica S.A. to secure the Administrative Agentpayment and performance of the Secured Obligations, duly executed and delivered by Parent; (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 shall have received a pdf copy of the aggregate amount letter agreement titled “Waiver of the First Amendment Effective Date Term Debt, Transfer, Merger and Corporate Change Covenants under Loan on the First Amendment Effective Date, a non-refundable closing fee in an aggregate amount equal to 2.50% ($1,250,000.00) and Security Agreement” dated as 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 delivered by Parent and the proceeds of Subsidiary Guarantor (the First Amendment Effective Date Term Loans“Waiver Agreement”); (d) Each of the representations and warranties of Borrower in Section 4 of this Amendment shall be true, correct and accurate in all fees and expenses required to be paid on material respects as of 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 Sixth Amendment Effective Date) shall have been paid from the proceeds of the First Amendment Effective Date Term Loans; (e) No Material Adverse Effect has occurred; (f) Agent shall have received either (i) a secretary’s certificate certifying as to the truth Borrower’s charter documents, authorizations and accuracy incumbency matters in form and substance satisfactory to Agent, or (ii) a confirmation satisfactory to Agent in its sole discretion that the Borrower’s charter documents, authorizations and incumbency have not changed since previously delivered to Agent; (g) No Event of Default exists under the representations Loan Agreement or any Loan Document; (h) Borrower shall have paid to Agent’s counsel all legal fees and warranties out-of- pocket expenses incurred in Section 5 hereofconnection with this Amendment which shall be payable by Borrower to Agent no later than January 5, 2017; and (fi) both immediately before All legal matters incident to the execution and after giving effect delivery of this Amendment shall be satisfactory to this Amendment, the funding of the First Amendment Effective Date Term Loans Agent 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 continuingits counsel.

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 Number 7 shall become effective on the first date (the “First Amendment Number 7 Effective Date”) when), and only when, when each of the applicable conditions set forth below in this Section 4 shall have been satisfied (or waived) in accordance with waived by the terms herein:Lenders): (a) the Administrative Agent shall have received from the Borrower, each other Loan Party, the Existing Lenders constituting Required Lenders and each First counterparts of this Amendment Effective Date Term Lender a counterpart to this AmendmentNumber 7, duly executed and delivered on behalf of such party(i) each Borrower, (ii) each Lender, and (iii) the Administrative Agent; (b) the IRGMH Guaranty shall have been duly executed and delivered for the benefit of the Administrative Agent, the Tranche 1 Lender and the Tranche 2 Lender; (c) the Administrative Agent and the Lenders shall have received a duly executed amendment to the Mortgage, confirming that the aggregate principal amount of the Loans as of October 31, 2019 was $75,000,000; (d) the Administrative Agent shall have received each a certificate of a Responsible Officer of Borrower, dated the Amendment Number 7 Effective Date and certifying: (i) that attached thereto is a true and correct copy of the items set forth on Annex C attached heretoresolutions of the board of directors or equivalent governing body of each Borrower, in each case, in form approving this Amendment Number 7 and substance reasonably acceptable to the Administrative Agenttransactions contemplated hereby; (cii) receipt by the Administrative Agent in dollars and in immediately available fundsthat, for the benefit of each First Amendment Effective Date Term Lender, based on its pro rata share as of the aggregate amount of the First Amendment Effective Date Term Loan on the First Amendment Number 7 Effective Date, subject to the limitations set forth in the Loan Agreement attached hereto as Exhibit A, (1) each representation and warranty set forth in each Loan Document is true and correct in all material respects with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects on and as of such earlier date (provided that, if a non-refundable closing fee representation and warranty contains a materiality or Material Adverse Effect qualification, such representation and warranty is true and correct in an aggregate amount equal all respects), and (2) each Borrower is in compliance with all the terms and provisions set forth in each Loan Document on its part to 2.50% ($1,250,000.00) be observed or performed, and, immediately after giving effect to this Amendment Number 7, no Event of the aggregate principal amount of the First Amendment Effective Date Term Loan, which such fee Default or Default shall have occurred and be fully earned, due and payable on the date hereof and paid from the proceeds of the First Amendment Effective Date Term Loanscontinuing; (diii) all fees that, as of the Amendment Number 7 Effective Date, the Borrowers are in compliance with the terms and expenses required to be paid on conditions of the First Letter of Representations; and (iv) that, as of the Amendment Number 7 Effective Date pursuant to Date, the Loan Documents Borrowers are in compliance with the terms and conditions of each Ground Lease (in the case of expenses, to the extent invoiced at least one (1) Business Day prior applicable to the First Amendment Effective DateBorrowers) shall have been paid from the proceeds of the First Amendment Effective Date Term Loansand each Project Lease; (e) as of the truth and accuracy of Amendment Number 7 Effective Date, (x) the representations and warranties of Borrowers contained in Section 5 hereof; and (f) both immediately before and after giving effect to this Amendment, the funding Article III of the First Loan Agreement shall be true and correct in all material respects on the Amendment Number 7 Effective Date Term Loans to the same extent as though made on and as of such date, except to the consummation extent such representations and warranties specifically relate to an earlier date, in which case they shall have been true and correct in all material respects on and as of the other transactions contemplated by this Amendmentsuch earlier date, and (y) no Default or Event of Default (other than the Designated Defaults) shall have occurred and be continuing, or would occur immediately after giving effect to the transactions contemplated by this Amendment Number 7; (f) the Administrative Agent and the Lenders shall have received a Solvency Certificate from the Lead Borrower on behalf of each Borrower; (g) the Administrative Agent and the Lenders shall have received reaffirmation agreements in respect of the Recourse Guaranty, the Mezzanine Subordination Agreement and the subordination agreements executed by National Football Museum Inc., CH Capital Lending, LLC and ▇. ▇▇▇▇▇ and Company, LLC; and (h) the Administrative Agent and the Lenders shall have received a Mezzanine Loan/Junior Equity Subordination Agreement from ▇▇▇▇▇▇▇ ▇▇▇ in respect of any Mezzanine Loan/Junior Equity from him and in respect of the ▇. ▇▇▇▇▇ and Company, LLC Convertible Subordinated Note(s) assigned to him.

Conditions to Effectiveness. This Amendment The effectiveness of this Agreement and the obligation of each L/C Issuer and each First Amendment Effective Date Term Lender’s obligation Lender to provide the First Amendment Effective Date Term Loan Commitments shall become effective on the first date make its initial Credit Extension hereunder is subject to satisfaction (the “First Amendment Effective Date”or waiver in compliance with Section 10.1) when, and only when, each of the applicable following conditions set forth below have been satisfied (or waived) in accordance with the terms hereinprecedent: (a) The Administrative Agent’s receipt of the following, each of which shall be originals, telecopies or electronic copies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance satisfactory to each Arranger, the Administrative Agent and each of the Lenders: (i) executed counterparts of this Agreement, sufficient in number for distribution to the Administrative Agent, each Lender and each Loan Party; (ii) a Note executed by the Borrowers in favor of each Lender requesting a Note; (iii) executed counterparts of such amendments to the Collateral Documents and the Guaranty as the Administrative Agent deems necessary or advisable in connection with the amendment and restatement of the Existing Credit Agreement, sufficient in number for distribution to the Administrative Agent, each Lender and the Parent Borrower, together with: (A) copies of any Uniform Commercial Code, judgment, tax lien, intellectual property, or other searches reasonably requested by the Administrative Agent with respect to the Collateral, together with copies of the financing statements (or similar documents) disclosed by such searches, and accompanied by evidence that any Liens indicated in any such financing statement that are not permitted by Section 7.1 have been or contemporaneously will be released or terminated (or otherwise provided for in a manner reasonably acceptable to the Administrative Agent); and (B) evidence that all other actions, recordings and filings that the Administrative Agent may deem necessary or desirable in order to perfect the Liens created under the Collateral Documents have been taken or made (including receipt of duly executed payoff letters, UCC-3 termination statements and consent agreements, if applicable) or arrangements therefor satisfactory to the Administrative Agent shall have received from been made; (iv) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party (other than Lux Holdco), as the BorrowerAdministrative Agent may require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Party, the Existing Lenders constituting Required Lenders and each First Amendment Effective Date Term Lender Documents to which such Loan Party is a counterpart party or is to this Amendment, duly executed and delivered on behalf of such be a party; (bv) such documents, agreements and certifications as the Administrative Agent shall have received may reasonably require to evidence that each Loan Party (other than Lux Holdco) is duly organized or formed, and that each of the items set forth Loan Parties is validly existing and in good standing (to the extent that such latter concept is applicable in the relevant jurisdiction) in its jurisdiction of organization; (vi) a favorable opinion of Akin Gump ▇▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇ LLP, counsel to the Loan Parties, addressed to the Administrative Agent and each Lender, covering such customary matters concerning the Loan Parties and the Loan Documents as the Required Lenders may reasonably request; (vii) a favorable opinion of local counsel to the Loan Parties in, Nevada, addressed to the Administrative Agent and each Lender, covering such customary matters concerning the Loan Parties and the Loan Documents as the Required Lenders may reasonably request; (viii) a favorable opinion of local counsel to the Loan Parties in Luxembourg, addressed to the Administrative Agent and each Lender, covering such customary matters concerning Lux Holdco as the Required Lenders may reasonably request; (ix) a certificate of a Responsible Officer of the Parent Borrower either (1) attaching copies of all consents (including, without limitation, from any Governmental Authority, shareholder or other third-party), licenses and approvals required in connection with the execution, delivery and performance by any Loan Party and the validity against any Loan Party of the Loan Documents to which it is a party, and such consents, licenses and approvals shall be in full force and effect (except that the following consents do not need to be attached to such certificate to the extent delivered to the Administrative Agent as attachments to any other certificate delivered on Annex C attached heretothe Closing Date: (A) any consents of a member or partner of a Loan Party that are required with respect to the pledge of equity under such Loan Party’s Organization Documents and (B) any resolutions by each Loan Party’s governing body authorizing and approving the Loan Documents), or (2) stating that no such consents, licenses or approvals are so required; (x) a certificate signed by a Responsible Officer of the Parent Borrower certifying that the conditions specified in Sections 4.2(a) and (b) have been satisfied; (xi) projections of the consolidated balance sheets, results of operations, cash flow and Availability for the Parent Borrower and its consolidated Subsidiaries covering the period from July 1, 2019 through the Maturity Date, prepared on a quarterly basis for the fiscal year ending on December 31, 2019 and an annual basis for each casefiscal year ending December 31, 2020 and December 31, 2021 (the “Initial Projections”), prepared by a Responsible Officer of the Parent Borrower having responsibility over financial matters, all in form and substance reasonably acceptable satisfactory to the Administrative Agent; (cxii) receipt a Solvency Certificate in the form attached hereto as Exhibit J, executed by a Responsible Officer of Parent Borrower; (xiii) a Borrowing Base Certificate prepared as of August 31, 2019 and accompanied by such supporting detail and documentation as is contemplated by the Borrowing Base Certificate and/or as shall be reasonably requested by the Administrative Agent (in dollars and in immediately available funds, for a form comparable to that previously provided to 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 LoansAdministrative Agent); (dxiv) all fees documentation and expenses required to be paid on the First Amendment Effective Date pursuant other information with respect to the Loan Documents Parties required by regulatory authorities under applicable “know-your-customer” and anti-money laundering rules and regulations, including without limitation the USA Patriot Act and the Beneficial Ownership Regulation at least five (in 5) Business Days prior to the case of expenses, Closing Date to the extent invoiced the same have been requested at least ten (10) Business Days prior to the Closing Date; (xv) a certificate of a Responsible Officer of Lux Holdco certifying and attaching (as applicable) the following: (A) true and complete copies of the constitutional documents of Lux Holdco as in effect on the Closing Date; (B) an excerpt delivered by the RCS pertaining to Lux Holdco dated no earlier than one (1) Business Day prior to the First Amendment Effective Closing Date) shall have been paid from the proceeds of the First Amendment Effective Date Term Loans; (eC) a non-registration certificate (certificat de non- inscription d’une decision judiciaire) from the truth RCS pertaining to Lux Holdco and accuracy dated no earlier than one (1) Business Day prior to the date of this Agreement, stating that no judicial decision has been registered with the RCS by application of article 13, items 2 to 11bis and article 14 of the representations Luxembourg law dated 19 December 2002 relating to the register of commerce and warranties companies as well as the accounting and the annual accounts of companies, as amended (the “RCS Law”), according to which Lux Holdco would be subject to one of the judicial proceedings referred to in Section 5 hereofthese provisions of the RCS Law including in particular, bankruptcy (faillite), controlled management (gestion contrôlée), suspension of payments (sursis de paiement), arrangement with creditors (concordat préventif de la faillite) and judicial liquidation (liquidation judiciaire) proceedings; (D) a copy of a resolution of the board of directors of Lux Holdco: (I) approving the terms of, and the transactions contemplated by, this Agreement and the Loan Documents to which it is a party and resolving that it execute, deliver and perform this Agreement and the Loan Documents to which it is a party; (II) authorizing a specified person or persons to execute this Agreement and the Loan Documents to which it is a party on its behalf; and (fIII) both immediately before authorizing a specified person or persons, on its behalf, to sign and/or dispatch all documents and after giving notices to be signed and/or dispatched by it under or in connection with this Agreement and the Loan Documents to which it is a party; (E) a specimen of the signature of each person authorised by the resolution referred to in paragraph (D) above; and (F) that each copy document relating to Lux Holdco specified in this Section 4.1(a) is correct, complete and in full force and effect as at a date no earlier than the date of this Agreement; (xvi) a certificate of a Responsible Officer of Lux Holdco certifying that: (I) it is not subject to this Amendmentbankruptcy (faillite), pre- bankruptcy, insolvency, voluntary or judicial liquidation (liquidation volontaire ou judiciaire), composition with creditors (concordat préventif de faillite), reprieve from payment (sursis de paiement), controlled management (gestion contrôlée); (II) it is not, on the date of the Agreement, in a state of cessation of payments (cessation de paiement) and has not lost its commercial creditworthiness; (III) no application has been made by it or, as far as it is aware, by any other person for the appointment of a commissaire, juge-commissaire, liquidateur, curateur or similar officer pursuant to any insolvency or similar proceedings; (IV) no application has been made by it for a voluntary or judicial winding-up or liquidation; and (V) borrowing or guaranteeing or securing, as appropriate, the funding Obligations would not cause any borrowing, guarantee, security or similar limit binding Lux Holdco to be exceeded; (xvii) such other assurances, certificates (including a perfection certificate, if requested), documents, reports (including any environmental reports), consents or opinions as the Administrative Agent, the L/C Issuers, or any Lender reasonably may require. (b) The Administrative Agent, Lenders and Arrangers shall have received all fees and other amounts due and payable on or prior to the Closing Date, including, without limitation, all filing and recording fees and Taxes and, to the extent invoiced at least two (2) Business Days prior to the Closing Date, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Parent Borrower hereunder (including all such reasonable fees, charges and disbursements of counsel to the Administrative Agent, paid directly to such counsel if requested by the Administrative Agent). Without limiting the generality of the First Amendment Effective Date Term Loans and the consummation provisions of the last paragraph of Section 9.3, for purposes of determining compliance with the conditions specified in this Section 4.1, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document (a draft of which such Lender has reviewed) or other transactions contemplated matter required thereunder to be consented to or approved by this Amendment, no Default or Event of Default (other than acceptable or satisfactory to a Lender unless the Designated Defaults) Administrative Agent shall have occurred and be continuingreceived notice from such Lender prior to the proposed Closing Date specifying its objection thereto.

Conditions to Effectiveness. This Amendment and each The effectiveness of this First Amendment Effective Date (including the amendments contained in Article II, the acknowledgement contained in Section 2.2 and agreements contained in Article III but excluding this Article IV, which is effective as of the date hereof) are subject to the satisfaction (or waiver) of the following conditions: SECTION 4.1 This First Amendment shall have been duly executed by Holdings, the Borrower, each Guarantor, the Administrative Agent, the Revolving Credit Lenders and the New Term Lender’s obligation Lenders (whether pursuant to provide the execution and delivery of a Lender Consent or counterparts to this First Amendment, as applicable) and delivered to the Administrative Agent. SECTION 4.2 No Default or Event of Default shall exist or would result from the making of the Refinancing Term Loans on the First Amendment Effective Date Term or from the application of the proceeds therefrom. SECTION 4.3 The representations and warranties of each Loan Commitments Party set forth in Article V of the Credit Agreement, Article V of this First Amendment and in each other Loan Document shall become effective be true and correct in all material respects on and as of the first date (the “First Amendment Effective Date”) when, and only when, each of the applicable conditions set forth below have been satisfied (or waived) in accordance Date with the terms herein:same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date; provided that any representation and warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language shall be true and correct in all respects on the First Amendment Effective Date or on such earlier date, as the case may be. (a) the SECTION 4.4 The Administrative Agent shall have received a Committed Loan Notice from the Borrower, each other Loan Party, Borrower pursuant to Section 2.02 of the Existing Lenders constituting Required Lenders Amended and each Restated Credit Agreement with respect to the Refinancing Term Loans (and the Administrative Agent hereby agrees to waive the three Business Day minimum notice period in respect of any request for Eurocurrency Rate Loans to be made on the First Amendment Effective Date Term Lender a counterpart Date; provided that such request is delivered at least one Business Day prior to this Amendment, duly executed and delivered on behalf of such party;the First Amendment Effective Date). (b) the SECTION 4.5 The Administrative Agent shall have received each of an opinion from ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ LLP, as counsel to the items set forth on Annex C attached hereto, in each caseLoan Parties, in form and substance reasonably acceptable to the Administrative Agent;. (c) receipt by the SECTION 4.6 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, shall have received 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 solvency certificate from the proceeds chief financial officer of Borrower substantially in the First Amendment Effective Date Term Loans;form of Exhibit D to the Credit Agreement. (d) all SECTION 4.7 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 three days prior to the First Amendment Effective DateDate (except as otherwise reasonably agreed by the Borrower)) required to be paid pursuant to that certain Engagement Letter dated as of June 20, 2018 by and among the Borrower and the Arrangers shall have been paid from paid. SECTION 4.8 The Borrower shall have applied, concurrently with the proceeds exchange of the Exchanged Term Loans with Refinancing Term Loans and the making of the Additional Term Loans (if any), the Net Proceeds of the Refinancing Term Loans (if any), to prepay in full the principal amount of all Existing Term Loans other than Exchanged Term Loans. SECTION 4.9 The Administrative Agent shall have received at least two Business Days prior to the First Amendment Effective Date Term Loans; (e) all documentation and other information about the truth Borrower and accuracy of the representations Guarantors and warranties the principals thereof that shall have been reasonably requested by the Administrative Agent in Section 5 hereof; and (f) both immediately before and after giving effect writing at least five days prior to this Amendment, the funding of the First Amendment Effective Date Term Loans and that the consummation Lenders reasonably determine is required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the PATRIOT Act, the results of which shall be satisfactory to the other transactions contemplated by this Amendment, no Default or Event of Default (other than the Designated Defaults) shall have occurred and be continuingapplicable Lenders.

Conditions to Effectiveness. This Amendment The effectiveness of the Arrangement shall be conditional upon the fulfillment, satisfaction or waiver (to the extent permitted by Section 7.3 hereof) of the following conditions: (a) The Court shall have granted the Final Order, the operation and each First Amendment Effective Date Term Lender’s obligation to provide the First Amendment Effective Date Term Loan Commitments effect of which shall become effective on the first date (the “First Amendment Effective Date”) whennot have been stayed, reversed or amended, and only whenin the event of an appeal or application for leave to appeal, final determination shall have been made by the applicable appellate court; (b) No Applicable Law shall have been passed and become effective, the effect of which makes the consummation of the Arrangement illegal or otherwise prohibited; (c) All necessary judicial consents and any necessary or desirable third party consents, if any, to deliver and implement all matters related to the Arrangement shall have been obtained; (d) All documents necessary to give effect to all material provisions of the Arrangement (including the New Senior Secured Notes Indenture, the Exchange Agreements and the Assignment and Assumption Agreement) and all documents related thereto shall have been executed and/or delivered by all relevant Persons in form and substance satisfactory to the Company and the Requisite Consenting Parties, each of the applicable conditions set forth below have been satisfied (or waived) acting reasonably and in accordance with the terms herein: (a) the Administrative Agent shall have received from 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 on behalf of such party; (b) the Administrative Agent shall have received each of the items set forth on Annex C attached heretoSupport Agreement, and deposited in each case, in form and substance reasonably acceptable to escrow pending the Administrative 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 LoansTime; (e) The Dore Loan Amendment shall become effective prior to, or concurrently with, the truth and accuracy implementation of the representations Arrangement on the Effective Date; (f) All required stakeholder, regulatory and warranties Court approvals, consents, waivers and filings shall have been obtained or made, as applicable, on terms satisfactory to the Company and the Requisite Consenting Parties, acting reasonably and in Section 5 hereofgood faith, including the approval of the Arrangement by Noteholders, and any Shareholder approvals required with respect to the issuance of the New Senior Secured Notes and Common Shares or in connection with the Arrangement including in respect of the Shareholder Rights Plan; (g) All material filings required to be made and any material regulatory consents or approvals required to be obtained in connection with the Arrangement before the Effective Time shall have been made or obtained; (h) All conditions to implementation of the Recapitalization (as defined in the Support Agreement) as set out in the Support Agreement shall have been satisfied or waived in accordance with their terms and the Support Agreement shall not have been terminated; and (fi) both immediately before and after giving effect to this Amendment, the funding The issuance of the First Amendment Effective Date Term Loans New Senior Secured Notes and Common Shares and the consummation assumption by BGB of Banro’s obligations under the New Senior Secured Notes Indenture pursuant to the Arrangement shall be exempt from registration under the US Securities Act pursuant to the provisions of section 3(a)(10) of the other transactions US Securities Act, as contemplated by this Amendment, no Default or Event of Default (other than the Designated Defaults) shall have occurred and be continuingin Section 5.4 hereof.

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 No. 4 shall become effective on as of the first date (the “First Amendment No. 4 Effective Date”) when, and only when, each of the applicable following conditions set forth below have been satisfied (or waived) in accordance with the terms hereinsatisfied: (ai) this Amendment No. 4 shall have been executed and delivered by the Borrower, Holdings, the other Loan Parties, the Required Lenders, each Revolving Lender and the Administrative Agent; (ii) the Administrative Agent, the Borrower and the Additional Series C Tranche B Term Lender (as defined in Exhibit A) shall have entered into the Additional Series C Tranche B Term Joinder Agreement; (iii) the Administrative Agent shall have received from copies of the Borrowerresolutions of the board of directors (or authorized committee thereof) of (x) Holdings, (y) the Borrower and (z) each other Subsidiary Loan PartyParty approving and authorizing the execution, delivery and performance of this Amendment No. 4, certified as of the Existing Lenders constituting Required Lenders and each First Amendment No. 4 Effective Date Term Lender a counterpart to this Amendment, duly executed by the corporate secretary or an assistant secretary thereof as being in full force and delivered on behalf of such partyeffect without modification or amendment; (biv) the Administrative Agent shall have received each a legal opinion dated the Amendment No. 4 Effective Date from Dechert LLP in form and substance reasonably satisfactory to the Arrangers and the Administrative Agent; (v) the representations and warranties set forth in Article III of the items set forth Credit Agreement and in each other Loan Document shall be true and correct in all material respects (except to the extent any such representation or warranty is qualified by “materially,” “Material Adverse Effect” or a similar term, in which case such representation and warranty shall be true and correct in all respects) on Annex and as of the date hereof (both before and after giving effect to the effectiveness of Amendment No. 4) with the same effect as though made on and as of the date hereof, except to the extent such representations and warranties expressly relate to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date (provided that the solvency representation will be deemed to have been made on the Amendment No. 4 Effective Date after giving effect to the effectiveness of Amendment No. 4); (vi) to the extent not previously delivered, each Additional Series B Tranche B Term Lender and the Administrative Agent shall have received at least 3 business days prior to the date hereof all documentation and other information about the Borrower and the Subsidiary Loan Parties required under applicable “know your customer” and anti-money laundering rules and regulations, including the PATRIOT Act that has been requested in writing at least 5 business days prior to the date hereof; (vii) the Administrative Agent shall have received a Borrowing Request in respect of the Series C attached heretoTranche B Term Loans as required by Section 2.03 of the Credit Agreement; (viii) immediately prior to and after giving effect to the effectiveness of Amendment No. 4, no Default has occurred or is continuing or shall result from the effectiveness of Amendment No. 4; (ix) the Administrative Agent shall have received payment of all fees and out-of-pocket expenses required to be paid or reimbursed by Borrower as separately agreed by Borrower and ▇.▇. ▇▇▇▇▇▇ Securities LLC (“▇.▇. ▇▇▇▇▇▇”) and ▇▇▇▇▇▇▇ ▇▇▇▇▇ Lending Partners LLC (“Goldman”), ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated (“ML”), ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Senior Funding, Inc. (“MS”), ▇▇▇▇▇ Fargo Securities, LLC (“▇▇▇▇▇”) and RBC Capital Markets, LLC (“RBC” and together with ▇.▇. ▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇, MS and ▇▇▇▇▇, collectively, the “Arrangers”), and reimbursement or payment of all reasonable out-of-pocket expenses (including the reasonable fees, charges and disbursements of ▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP) required to be reimbursed or paid by any Loan Party hereunder or under any other Loan Document, in each casecase to the extent such out-of-pocket expenses have been invoiced; and (x) to the extent not previously delivered, (i) the Administrative Agent shall have received a completed “Life-of-Loan” Federal Emergency Management Agency Standard Flood Hazard Determination with respect to each Mortgaged Property (together with a notice about special flood hazard area status and flood disaster assistance, if appli cable, duly executed by the Borrower and each Loan Party relating thereto) and (ii) the Administrative Agent shall have received a copy of, or a certificate as to coverage under, the insurance policies required by Section 5.07 of the Credit Agreement including, without limitation, flood insurance policies (to the extent required in order to comply with applicable law) and the applicable provisions of the Security Documents, each of which shall be endorsed or otherwise amended to include a “standard” or “New York” lender’s loss payable or mortgagee endorsement (as applicable) and shall name the Collateral Agent, on behalf of the Secured Parties, as additional insured, in form and substance reasonably acceptable satisfactory to the Administrative 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.

Conditions to Effectiveness. This Fourth 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 as of the first date (the “First Fourth Amendment Effective Date”) whenon which each of the following conditions precedent shall have been satisfied (which, in the case of clauses (b) and only when(i) below, may be satisfied concurrently with the occurrence of the Fourth Amendment Effective Date): (a) the Borrower, the Guarantors, the Administrative Agent, the Swing Line Lender, the L/C Issuer, each of the applicable conditions 2018 Extending Revolving Credit Lenders, the Lenders constituting the Required Lenders and the Lenders constituting the Required Revolving Credit Lenders (with respect to Section 1(a)(ix)) (in each case, immediately prior to giving effect to this Fourth Amendment) shall have duly executed a counterpart hereof (whether the same or different counterparts) and shall have delivered the same to ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇.▇▇▇▇▇▇▇▇▇.▇▇▇; (b) the Borrower shall have paid (or shall pay substantially concurrently with the effectiveness of this Fourth Amendment), by wire transfer of immediately available funds, (i) all fees and expenses required to be paid hereunder and under the Fourth Amendment Engagement Letter, including, without limitation, to the Fourth Amendment Arranger and (ii) to the Administrative Agent, the Swing Line Lender and the L/C Issuer, all reasonable and documented fees, costs and out-of-pocket expenses (including reasonable and documented attorneys’ fees and expenses) for advice, assistance or other representation in connection with the preparation, execution and delivery of this Fourth Amendment to the same extent that such fees and expenses would be payable under, and on the same terms set forth below have been satisfied in, Section 10.04 of the Credit Agreement; (c) on the Fourth Amendment Effective Date immediately prior to and upon giving effect to this Fourth Amendment, (i) no Default or waivedEvent of Default shall exist and (ii) the representations and warranties of each Loan Party set forth in Article V of the Credit Agreement and in each other Loan Document shall be true and correct in all material respects, in each case, on and as of the Fourth Amendment Effective Date with the same effect as though made on and as of such date, except to the extent such representations and warranties by their terms expressly relate to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date; provided, however, that, any representation and warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language shall be true and correct (after giving effect to any qualification therein) in accordance with the terms herein:all respects on such respective dates; (ad) the Administrative Agent shall have received from the Borrower a certificate executed by a Responsible Officer of the Borrower, each other Loan Party, certifying compliance with the Existing Lenders constituting Required Lenders and each First Amendment Effective Date Term Lender a counterpart to this Amendment, duly executed and delivered on behalf requirements of such partypreceding clause (c); (be) the Administrative Agent shall have received from the Borrower a solvency certificate from the chief financial officer, chief accounting officer or other officer with equivalent duties of the Borrower substantially in the form of Exhibit D-2 to the Credit Agreement (with appropriate modifications to reflect the consummation of the transactions contemplated by the Fourth Amendment on the Fourth Amendment Effective Date); (f) the Administrative Agent shall have received (i) an originally executed certificate from the secretary or assistant secretary of each Loan Party, dated the Fourth Amendment Effective Date, together with all applicable attachments, certifying that (A) (x) attached thereto is a copy of each Organization Document, including all amendments thereto, of such Loan Party and, to the extent applicable, certified as of a recent date by the appropriate governmental official or (y) confirmation from such Loan Party that there has been no change to such Organization Documents since last delivered to the Administrative Agent, (B) to the extent not previously delivered to the Administrative Agent, set forth therein are the signature and incumbency of the officers or other authorized representatives of such Loan Party authorized to execute and sign this Fourth Amendment or any other document delivered in connection herewith on behalf of such Loan Party, (C) attached thereto are copies of resolutions of the board of directors (or similar governing body) of such Loan Party approving and authorizing the execution, delivery and performance of this Fourth Amendment and/or any other document delivered in connection herewith to which such Loan Party is a party and that such resolutions have not been modified, rescinded or amended and are in full force and effect and (D) attached thereto is a good standing certificate from the applicable Governmental Authority of such Loan Party’s jurisdiction of incorporation, organization or formation and, if different from its jurisdiction of organization, the state in which such Person’s corporate headquarters is located if such Person is qualified to do business in such state, each dated a recent date prior to the Fourth Amendment Effective Date and certifying as to the good standing of such Loan Party (but only if the concept of good standing exists in the applicable jurisdiction); and (ii) a certificate of another officer as to the incumbency and specimen signature of the secretary or assistant secretary executing the certificate delivered pursuant to preceding clause (i); (g) the Administrative Agent shall have received an opinion from ▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, counsel to the Loan Parties, dated the Fourth Amendment Effective Date and addressed to the Administrative Agent and each of the items set forth Lenders party to the Credit Agreement on Annex C attached hereto, in each casethe Fourth Amendment Effective Date, in form and substance reasonably acceptable satisfactory to the Administrative AgentRequired Lenders; (ch) receipt by the Administrative Agent in dollars and in immediately available fundsFourth Amendment Arranger shall have received, for at least 3 Business Days prior to 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 Fourth Amendment Effective Date, a non-refundable closing fee all documentation and other information about the Borrower and the Guarantors required under applicable “know your customer” and anti‑money laundering rules and regulations (including the USA Patriot Act and 31 C.F.R. § 1010.230) that has been requested by the Fourth Amendment Arranger 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 writing at least one (1) Business Day 10 days prior to the First Fourth 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 (fi) both immediately before the Borrower shall have delivered to the Administrative Agent written notice pursuant to, and after giving effect to this Amendmentin accordance with the requirements of, the funding Section 2.06 of the First Amendment Effective Date Term Loans and Credit Agreement (as amended hereby) providing for the consummation reduction of the other transactions contemplated by this Amendment, no Default or Event of Default (other than the Designated Defaults) shall have occurred and be continuingunused 2018 Extended Revolving Credit Commitments in an amount equal to $4,500,000.

Conditions to Effectiveness. (a) This Amendment and each First shall become effective as of the 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 when, each of the applicable conditions set forth below have been satisfied (or waived) in accordance with the terms herein: (a) the Administrative Agent shall have received from (i) counterparts of this Amendment executed by each Borrower and the Borrower, each other Loan Party, the Existing Lenders constituting Required Lenders or, as to any of the Lenders, advice satisfactory to the Administrative Agent that such Lender has executed this Amendment and (ii) a one-time cash fee for each Lender that executes and delivers a signature page to this Amendment not later than the close of business (New York time) on October 13, 2000 equal to 0.25% of the sum of the aggregate amount of Loans then outstanding owing to such Lender plus the then effective aggregate amount of the undrawn Revolving Loan Commitment of such Lender which fee shall be paid by wire transfer of immediately available funds and distributed by the Administrative Agent to the Lenders entitled thereto. (b) The effectiveness of this Amendment (other than this Section Two) is further conditioned upon the accuracy of the representations and warranties set forth in Section Three hereof. SECTION THREE - REPRESENTATIONS AND WARRANTIES The Parent and the Company hereby confirm, reaffirm and restate the representations and warranties made by it in Section 6 of the Credit Agreement and all such representations and warranties are true and correct in all material respects as of the date hereof (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 only as of such specified date), except such representations and warranties need not be true and correct to the extent that changes in the facts and conditions on which such representations and warranties are based are required or permitted under the Credit Agreement or such changes arise out of events not prohibited by the covenants set forth in Sections 7 and 8 of the Credit Agreement or otherwise permitted by consents or waivers. The Company hereby further represents and warrants (which representations and warranties shall survive the execution and delivery hereof) to the Agents and each First Lender that: (a) Each Credit Party has the corporate power and authority to execute, deliver and perform this Amendment Effective Date Term Lender a counterpart and has taken all corporate actions necessary to authorize the execution, delivery and performance of this Amendment; (b) No Default or Event of Default has occurred and is continuing; (c) No consent of any person other than all of the Lenders and the Agents parties hereto, and no consent, permit, approval or authorization of, exemption by, notice or report to, or registration, filing or declaration with, any governmental authority is required in connection with the execution, delivery, performance, validity or enforceability against any Credit Party of this Amendment; (d) This Amendment has been duly executed and delivered on behalf of each Credit Party by a duly authorized officer or attorney-in-fact of such party; Credit Party, and constitutes a legal, valid and binding obligation of each Credit Party enforceable against such Credit Party in ac- cordance with its terms, except as such enforceability may be limited by (a) bankruptcy, insolvency, fraudulent conveyance, preferential transfer, reorganization, moratorium or other similar laws now or hereafter in effect relating to or affecting creditors' rights and remedies generally, (b) general principles of equity (whether such enforceability is considered in a proceeding in equity or at law), and by the Administrative Agent shall have received each discretion of the items set forth on Annex C attached heretocourt before which any proceeding therefor may be brought, in each case, in form and substance reasonably acceptable to the Administrative Agent; or (c) receipt by the Administrative Agent in dollars and in immediately available fundspublic policy considerations or court administrative, 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 regulatory or other governmental decisions that may limit rights 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 indemnification or contribution or limit or affect any covenants or agreements relating 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;competition or future employment; and (e) the truth The execution, delivery and accuracy performance of the representations and warranties in Section 5 hereof; and this Amendment will not violate (fi) both immediately before and after giving effect any provision of law applicable to this Amendmentany Credit Party or (ii) any contractual obligation of any Credit Party, 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 such violations that would not reasonably be expected to result in, singly or in the Designated Defaults) shall have occurred and be continuingaggregate, a Material Adverse Effect.

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 Agreement shall become effective on and be deemed effective as of the first date (the “First Amendment Effective Date”) when, and only when, each all of the applicable following conditions set forth below have been satisfied (or waived) in accordance with such date, the terms herein:"Amendment Effective Date"): (a) the Administrative Agent shall have received from the Borrower, each other Loan Party, the Existing Lenders constituting Required Lenders and each First Amendment Effective Date Term Lender a counterpart to copy of this AmendmentAgreement, duly authorized, executed and delivered on behalf of such partyby the Amendment Parties, Agent and each Lender; (b) the Administrative Agent shall have received each an executed copy of that certain Fifth Amendment to Credit Agreement, Second Amendment to Guaranty and Security Agreement and Right of First Offer Letter dated as of the items set forth on Annex C attached heretodate hereof by and among the Loan Parties party thereto, in each casethe Term Loan Agent and the Term Loan Lenders, in form and substance reasonably acceptable satisfactory to the Administrative Agent; (c) receipt by Agent and the Administrative Agent in dollars and in immediately available funds, for the benefit Lenders shall have received fully executed copies 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 documents, instruments and agreements set forth on the First Amendment Effective Dateclosing checklist attached hereto as Exhibit B, a non-refundable closing fee each in an aggregate amount equal form and substance reasonably satisfactory to 2.50% ($1,250,000.00) of Agent and the aggregate principal amount of undersigned Lenders and such other agreements, instruments, approvals or other documents reasonably requested by Agent or the First Amendment Effective Date Term Loan, which such fee shall be fully earned, due and payable on undersigned Lenders prior to the date hereof and paid from in order to effect the proceeds intent of the First Amendment Effective Date Term Loansthis Agreement; (d) the representations and warranties of the Amendment Parties and each of the other Loan Parties contained in this Agreement, the Credit Agreement, the Guaranty and Security Agreements and the other Loan Documents shall be true, correct and complete in all fees material respects (except that such materiality qualifier shall not be applicable to any representations and expenses required to be paid warranties that already are qualified or modified by materiality in the text thereof) on and as of the First Amendment Effective Date pursuant to the Loan Documents (in the case of expenses, except to the extent invoiced at least one such representations and warranties specifically relate to an earlier date, in which case such representations and warranties shall be true and correct in all material respects (1except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) Business Day prior to the First Amendment Effective Date) shall have been paid from the proceeds as of the First Amendment Effective Date Term Loanssuch earlier date); (e) the truth Borrower shall have paid all fees costs and accuracy expenses due and payable as of the representations Amendment Effective Date under the Credit Agreement and warranties in Section 5 hereofthe other Loan Documents, including without limitation all attorney's fees and expenses incurred by Agent; 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.

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 The amendments set forth in Section 2 shall become effective on the first date on which the following conditions precedent have been satisfied or waived (the first date on which such conditions shall have been so satisfied or waived, the “First Second Amendment Effective Date”) when, and only when, each of the applicable conditions set forth below have been satisfied (or waived) in accordance with the terms herein:): (a) the Administrative Agent Company, MetLife and the Holders shall have received from 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 on behalf a counterpart of such partythis Amendment; (b) MetLife and the Administrative Agent Holders shall have received each a fully executed copy of an amendment agreement to the New York Life Master Note Facility, dated as of the items set forth on Annex C attached heretodate hereof (the “New York Life Amendment”), in each caseby and among the Company, NYL Investors LLC and the other holders of notes party thereto, in form and substance reasonably acceptable satisfactory to the Administrative AgentRequired Holders; (c) receipt by MetLife and the Administrative Agent in dollars and in immediately available fundsHolders shall have received a fully executed copy of an amendment agreement to the Prudential Shelf Agreement, for the benefit dated as 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 (the “Prudential Amendment”), by and paid from among the proceeds Company, PGIM, Inc., The Prudential Insurance Company of America and the First Amendment Effective Date Term Loansother holders of notes party thereto, in form and substance satisfactory to the Required Holders; (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 364-Day prior to the First Amendment Effective Date) Facility shall have been paid from terminated, and the proceeds of Company shall have provided evidence thereof in form and substance satisfactory to the First Amendment Effective Date Term LoansRequired Holders; (e) the truth and accuracy each of the representations and warranties set forth in Section 5 hereof; and3 above shall be true and correct as of the date of the execution and delivery of this Amendment and as of the Second Amendment Effective Date as if made on and as of such date (or if any representation and warranty is expressly stated to have been made as of a specific date, as of such specific date). (f) both no Default or Event of Default shall have occurred and be continuing on and as of the Second Amendment Effective Date or immediately before and after giving effect to this Amendment, ; and (g) the funding Company shall have paid the reasonable fees and disbursements 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 continuingHolders’ special counsel in accordance with Section 6 below.

Conditions to Effectiveness. This Amendment and each First Amendment Effective Date Term Lender’s obligation is subject to provide the First Amendment Effective Date Term Loan Commitments shall become effective on satisfaction in full of the following conditions (the first date (the “First Amendment Effective Date”) when, and only when, each of the applicable on which all such conditions set forth below have been satisfied (or waived) in accordance with being herein called the terms herein:"Effective Date"): (aA) the Administrative Agent Lender shall have received from counterparts of this Amendment which, when taken together, bear the signatures of all parties hereto; (B) the Lender shall have received an Acknowledgment (in form and substance satisfactory to the Lender) executed by the Borrower and the Custodian confirming that the Securities Agreement remains in full force and effect; (C) the Lender shall have received a promissory note in the form of Exhibit A to the Loan Agreement in the amount of $600,000,000 (a "New Note") which New Note shall replace the Note currently held by the Lender and shall be deemed the Note for purposes of the Loan Agreement and the Lender shall return the existing Note to the Borrower; (D) the Lender shall have received a favorable written opinion of Counsel to the Borrower, each other Loan Partydated the Effective Date, addressed to the Existing Lenders constituting Required Lenders Lender, to the effect that this Amendment and each First Amendment Effective Date Term Lender a counterpart to this Amendment, the New Note have been duly executed and delivered on behalf by the Borrower and, together with the Loan Agreement as hereby amended, constitute the legal, valid and binding obligations of the Borrower, enforceable in accordance with their respective terms and no consent or approval of any governmental authority or regulatory body to the execution, delivery and performance of this Amendment or the New Note or to the borrowings thereunder is required by law, or if any such partyconsent or approval is necessary it has been obtained, which opinion shall be satisfactory to ▇▇▇▇▇▇, ▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, counsel for the Lender; (bE) the Administrative Agent Lender shall have received each (i) a certificate of the items set forth on Annex C attached heretoManager of the Borrower, in each case, in form and substance reasonably acceptable to dated the Administrative 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 certifying that (1) Business Day prior the provisions of the Operating Agreement authorize the Manager to authorize the First execution, delivery and performance in accordance with their terms of this Amendment, the New Note and the other documents and transactions contemplated by this Amendment Effective Dateand the borrowings under the Note and that the Manager has so authorized and such authorization is in full force and effect and (2) shall neither the certificate of organization nor the Operating Agreement of the Borrower have been paid from amended since February 5, 1998 and (ii) such other documents as the proceeds of Lender or ▇▇▇▇▇▇, ▇▇▇▇▇ & Bockius LLP, counsel for the First Amendment Effective Date Term Loans; (e) the truth and accuracy of the representations and warranties in Section 5 hereofLender, may reasonably request; and (fF) both immediately before and after giving effect all legal matters in connection with this Amendment shall be satisfactory to this Amendment▇▇▇▇▇▇, ▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, counsel for 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 continuingLender.

Conditions to Effectiveness. This Amendment and each First Amendment Effective Date Term Lender’s obligation is subject to provide the First Amendment Effective Date Term Loan Commitments shall become effective on satisfaction in full of the following conditions (the first date (the “First Amendment Effective Date”) when, and only when, each of the applicable on which all such conditions set forth below have been satisfied (or waived) in accordance with being herein called the terms herein:"Effective Date"): (aA) the Administrative Agent Lender shall have received from counterparts of this Amendment which, when taken together, bear the signatures of all parties hereto; (B) the Lender shall have received an Acknowledgment (in form and substance satisfactory to the Lender) executed by the Borrower and the Custodian confirming that the Securities Account Agreement remains in full force and effect; (C) the Lender shall have received a promissory note in the form of Exhibit A to the Loan Agreement in the amount of $790,000,000 (a "New Note") which New Note shall replace the Note currently held by the Lender and shall be deemed the Note for purposes of the Loan Agreement and the Lender shall return the existing Note to the Borrower; (D) the Lender shall have received a favorable written opinion of Counsel to the Borrower, each other Loan Partydated the Effective Date, addressed to the Existing Lenders constituting Required Lenders Lender, to the effect that this Amendment and each First Amendment Effective Date Term Lender a counterpart to this Amendment, the New Note have been duly executed and delivered on behalf by the Borrower and, together with the Loan Agreement as hereby amended, constitute the legal, valid and binding obligations of the Borrower, enforceable in accordance with their respective terms and no consent or approval of any governmental authority or regulatory body to the execution, delivery and performance of this Amendment or the New Note or to the borrowings thereunder is required by law, or if any such partyconsent or approval is necessary it has been obtained, which opinion shall be satisfactory to Morgan, Lewis & Bockius LLP, counsel for the Lender; (bE) the Administrative Agent shall have received each L▇▇▇▇▇ ▇▇▇▇▇ ▇▇ve ▇▇▇▇▇▇▇d (i) a certificate of the items set forth on Annex C attached heretoManager of the Borrower, in each case, in form and substance reasonably acceptable to dated the Administrative 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 certifying that (1) Business Day prior to the First Amendment Effective Date) shall have been paid from the proceeds provisions of the First Amendment Effective Date Term Loans; (e) Operating Agreement authorize the truth Manager to authorize the execution, delivery and accuracy performance in accordance with their terms 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 New Note and the consummation of the other documents and transactions contemplated by this AmendmentAmendment and the borrowings under the Note and that the Manager has so authorized and such authorization is in full force and effect and (2) neither the certificate of organization nor the Operating Agreement of the Borrower have been amended since February 5, no Default or Event of Default 1998 (other than the Designated DefaultsAmended and Restated Operating Agreement as amended by the First Amendment thereto dated November 24, 1998) and (ii) such other documents as the Lender or Morgan, Lewis & Bockius LLP, counsel for the Lender, may reasonably ▇▇▇▇▇▇▇; ▇▇▇ (F) all legal matters in connection with this Amendment shall have occurred and be continuingsatisfactory to Morgan, Lewis & Bockius LLP, counsel for the Lender.

Conditions to Effectiveness. This The effectiveness of this Eighth Amendment and each First Amendment Effective Date Term Lender’s obligation (including amendments contained in Article III) is subject to provide the First Amendment Effective Date Term Loan Commitments shall become effective on satisfaction (or written waiver) of the first date following conditions (the date of satisfaction (or written waiver) of such conditions being referred to herein as the “First Eighth Amendment Effective Date”) when, and only when, each of the applicable conditions set forth below ): SECTION 4.1 This Eighth Amendment shall have been satisfied (or waived) in accordance with the terms herein: (a) the Administrative Agent shall have received from duly executed by the Borrower, each other Loan Partythe Guarantors, the Existing Lenders constituting Required Lenders party hereto and each First Amendment Effective Date Term Lender a counterpart to this Amendmentthe Administrative Agent, duly executed and delivered on behalf of such party; (b) the Administrative Agent shall have received each of the items set forth on Annex C attached hereto, in each case, in form and substance reasonably acceptable to the Administrative Agent; (c) receipt by the Administrative Agent in dollars SECTION 4.2 All reasonable 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 nondocumented out-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 of-pocket fees and expenses required to be paid hereunder (including reasonable and documented out-of-pocket fees, charges and disbursements of L▇▇▇▇▇ & W▇▇▇▇▇▇ LLP) or pursuant to the Amended Credit Agreement, and any other agreements with respect to the transactions contemplated by this Eighth Amendment, shall have been paid in full in cash or will be paid in full in cash on the First Eighth Amendment Effective Date, including, without limitation, all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent in connection with the execution and delivery of this Eighth Amendment, in each case to the extent required by the Amended Credit Agreement; SECTION 4.3 Immediately after giving effect to the transactions contemplated hereby the Borrower and its Subsidiaries shall have 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 be incurred pursuant to Section 6.2 of the Amended Credit Agreement; SECTION 4.4 The Administrative Agent shall have received a customary written opinion of (i) W▇▇▇▇▇▇ ▇▇▇▇ & G▇▇▇▇▇▇▇▇ LLP, counsel to the Borrower and its Subsidiaries and (ii) Ice M▇▇▇▇▇ LLP, local counsel to CG; SECTION 4.5 The Administrative Agent shall have received a certificate signed by a Responsible Officer of the Borrower as to the matters set forth in Section 4.3, Section 4.7 and Section 4.8; SECTION 4.6 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 Eighth Amendment Effective Date pursuant 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 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 Documents Parties reasonably requested by the Administrative Agent in writing at least ten (in the case of expenses, 10) days prior to the extent invoiced at least 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 (1) Business Day prior to the First Eighth Amendment Effective Date) ; and SECTION 4.13 The Borrower shall have been paid (i) all interest accrued on all outstanding Revolving Credit Loans and Tranche B-4 Term Loans from the proceeds of last applicable Interest Payment Date prior to the First Eighth Amendment Effective Date Term Loans; through the date immediately prior to the Eighth Amendment Effective Date, and (eii) the truth all accrued and accuracy unpaid commitment fees and letter of credit fees due pursuant to Sections 2.7(a) and Section 2.25 of the representations and warranties in Section 5 hereof; and (f) both Credit Agreement through the date immediately before and after giving effect prior to this Amendment, the funding of the First Eighth Amendment Effective Date Term Loans and Date, in each case regardless of whether payment would otherwise be required under 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 Credit Agreement to be continuingpaid on such 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 No. 2 shall become effective on the first date (the “First Amendment Effective Date”) when, and only when, on which each of the applicable following conditions set forth below have been satisfied (or waived) in accordance with the terms hereinis satisfied: (a) the The Administrative Agent (or its counsel) shall have received from (i) the BorrowerRequired Lenders, (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 (iii) each of the other Loan Partyparties hereto, the Existing Lenders constituting Required Lenders and each First Amendment Effective Date Term Lender either (x) a counterpart to of this Amendment, duly executed and delivered Amendment No. 2 signed on behalf of such partyparty 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) The Borrower shall have provided the Administrative Agent shall have received each with a Notice of Borrowing meeting the items set forth requirements of Section 1.03(a) (other than the prior notice period requirement, which is hereby waived) on Annex C attached hereto, in each case, in form and substance reasonably acceptable or prior to the Administrative Agent;Amendment Effective Date with respect to the borrowing of B1 Term Loans on the Amendment Effective Date. (c) receipt Each B1 Term Loan Lender shall have received, if requested, one or more Notes payable to the order of such Lender duly executed by the Administrative Agent Borrower in dollars and in immediately available fundssubstantially the form of Exhibit B-1 to the Credit Agreement, for the benefit of each First as modified by this Amendment Effective Date Term LenderNo. 2, based on evidencing 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 B1 Term Loans; (d) The Borrower shall have paid to all fees B Term Loan Lenders simultaneously with the making of B1 Term Loans hereunder all accrued and expenses required to be paid unpaid interest on the First Amendment Effective Date pursuant their B Term Loans 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 Borrower shall have paid to the truth Administrative Agent all reasonable out-of-pocket costs and accuracy expenses (including, without limitation the reasonable fees, charges and disbursements of ▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, counsel for the Agents) of the representations and warranties in Section 5 hereofAgents; and (f) both immediately before All corporate and after giving effect other proceedings taken or to be taken in connection with this AmendmentAmendment No. 2 and all documents incidental thereto, whether or not referred to herein, shall be satisfactory in form and substance to 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 continuingAgents.

Conditions to Effectiveness. This Amendment shall be deemed effective as of the day 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 year set forth above (the “First Amendment Effective Date”) when, and only when, each upon satisfaction (or waiver) of the applicable following conditions set forth below have been satisfied (or waived) in accordance with the terms herein: (a) the Administrative Agent shall have received from 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 on behalf of such party; (b) the Administrative Agent shall have received each of the items set forth on Annex C attached hereto, in each case, in form and substance reasonably acceptable to the Administrative Agent;) on or prior to February 12, 2015: (a) The Agent shall have received a copy of this Amendment duly executed by each Obligor, the Required Lenders and the Agent, in form and substance reasonably satisfactory to the Agent. (b) The representations and warranties of the Obligors contained herein shall be true and correct in all material respects unless qualified by materiality in which case such representations and warranties shall be true and correct. (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 There 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, exist no Default or Event of Default Default. (other than the Designated Defaultsd) The Borrower shall have occurred 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 other fees and expenses that are payable in connection with the 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) The Agent shall have received an opinion or opinions of counsel for the Obligors, dated as of the Amendment Effective Date and addressed to the Agent and the Lenders, which shall be continuingin form and substance satisfactory to the Agent. (h) The Obligors shall have delivered to the Agent such other supporting documents and certificates as the Agent, the Lenders or their respective counsel may reasonably request. (i) All other documents, legal and regulatory matters in connection with the transactions contemplated by this Amendment shall be reasonably satisfactory in form and substance 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 and The amendments contained in Section 1 shall not be effective until each First Amendment Effective Date Term Lender’s obligation to provide of the First Amendment Effective Date Term Loan Commitments following conditions precedent shall become effective on the first date have been satisfied (the date on which such conditions are satisfied, the “First Amendment Effective Date”) when, and only when, each of the applicable conditions set forth below have been satisfied (or waived) in accordance with the terms herein:): (a) the Administrative Agent shall have received signed written authorization from the Borrower, each other Loan Partyrequisite Lenders to execute this Amendment and shall have received counterparts of this Amendment executed by the Administrative Agent, the Existing Lenders constituting Required Lenders Parents and each First Amendment Effective Date Term Lender a counterpart to this Amendment, duly the Borrower and counterparts of the Consent appended hereto as Annex 1 (the “Consent”) executed and delivered on behalf of such partyby the Guarantors; (b) each of the representations and warranties in Section 3 below shall be true and correct in all material respects on the Amendment Effective Date; (c) all fees and expenses (including, without limitation the reasonable legal fees) then due and payable to the Administrative Agent or any Lender under the Loan Documents or relating thereto (to the extent invoiced) shall have been paid in full in immediately available funds; (d) the Administrative Agent shall have received each the executed legal opinion of ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ LLP, counsel to the items set forth on Annex C attached hereto, in each caseLoan Parties, in form and substance reasonably acceptable to the Administrative Agent; (ce) receipt by the Administrative Agent shall have received (i) commitments satisfactory to the Administrative Agent from Lenders or other additional banks or financial institutions to fund Additional Tranche B Term Loans or convert outstanding Original Tranche B Term Loans into Additional Tranche B Term Loans in dollars an aggregate principal amount equal to $216,274,728.58 and in immediately available funds, for the benefit of (ii) with respect to each First Amendment Effective Date Person committing to fund Additional Tranche B Term Lender, based on its pro rata share of the aggregate amount of the First Amendment Effective Date Term Loan Loans either (x) a fully executed Lender Addendum (pursuant to which on the First Second Amendment Effective Date, such Person shall become an Additional Tranche B Term Loan Lender, for all purposes under the Credit Agreement and the other Loan Documents) or (y) a non-refundable closing fee fully executed Conversion Notice in the form attached hereto as Exhibit 2 (pursuant to which an aggregate amount equal existing Original Tranche B Term Loan Lender elects to 2.50% ($1,250,000.00) of convert on the aggregate Second Amendment Effective Date the outstanding principal amount of Original Tranche B Term Loans held by such Lender into Additional Tranche B Term Loans); (f) the First Administrative Agent shall be satisfied, and the Borrower hereby agrees that, simultaneously with the borrowing of the Additional Tranche B Term Loans on the Second Amendment Effective Date Date, all outstanding Original Tranche B Term Loan, which such fee shall Loans will either be fully earned, due and payable on repaid in full by the date hereof and paid from the proceeds of the First Amendment Effective Date Borrower or be converted into Additional Tranche B Term Loans; (dg) all fees and expenses required to be paid on a Responsible Officer of the First Amendment Effective Date pursuant Borrower shall certify in writing to the Loan Documents (in Administrative Agent that 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 incurrence of the First Amendment Effective Date Additional Tranche B Term Loans; (e) Loans is permitted under the truth and accuracy of the representations and warranties in Section 5 hereofSenior Subordinated Note Indenture; and (fh) 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) Administrative Agent shall have occurred received such other documents and be continuinginstruments as it may reasonably request.

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 upon the first date (the “First "Second Amendment Effective Date”") when, and only when, each of on which the applicable conditions set forth below Administrative Agent shall have been satisfied (or waived) in accordance with the terms hereinreceived: (a) the Administrative Agent shall have received from 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 on behalf by a duly authorized officer of such partythe Borrower; (b) written consents to the execution of this Amendment ("Lender Consent Letters"), or facsimile transmissions thereof, from Lenders constituting the Supermajority Lenders and the Required Prepayment Lenders; (c) a Lender Addendum executed and delivered by each Term Loan Lender and by each Revolving Credit Lender providing the additional $15,000,000 of Revolving Credit Commitments and accepted by the Borrower; (d) an executed Acknowledgment and Consent, in the form set forth at the end of this Amendment, or a facsimile transmission thereof, from each Loan Party other than the Borrower (such Acknowledgment and Consent, together with this Amendment, the "Amendment Documents"); (e) evidence that all necessary or, in the reasonable discretion of the Administrative Agent, advisable additional or amended collateral filings have been duly made or taken and all necessary or, in the reasonable discretion of the Administrative Agent, reasonably advisable duly executed and delivered amendments to the existing Security Documents shall have became effective; (f) evidence satisfactory to it that (i) all of the Senior Notes tendered in connection with a tender offer for all such notes shall have been paid, redeemed or repurchased in full with Subordinated Debt issued on terms and conditions satisfactory to the Administrative Agent, and (ii) a supplemental indenture to the Senior Note Indenture, pursuant to which the restrictive covenants under the Senior Note Indenture have been deleted, shall have been executed and delivered, and shall have become operative in accordance with its terms; (g) a favorable written opinion (addressed to the Administrative Agent and the Lenders and dated the Second Amendment Effective Date) of each of (i) Weil, Gotshal & Manges LLP, counsel to the Borrower and its Subsidiaries, and (ii) Jo▇▇ ▇▇▇na, Esq., General Counsel - Corporate of the Borrower and its ▇▇▇▇▇▇▇▇▇ies, in each case in form and substance reasonably satisfactory to the Administrative Agent and covering such matters relating to the Loan Parties, the Loan Documents and this Amendment as the Administrative Agent shall have received reasonably request; (h) for the account of each Lender that executes and delivers a Lender Consent Letter on or prior to 5:00 p.m., New York City time, on June 17, 2004, an amendment fee in an amount equal to 0.05% of the items set forth Aggregate Exposure of such Lender before giving effect to this Amendment; (i) all fees required to be paid, and all reasonable out-of-pocket expenses for which invoices have been presented (including reasonable fees, disbursements and other charges of counsel to the Agents), on Annex C attached heretoor before the Second Amendment Effective Date; (j) satisfactory evidence that the outstanding principal amount of the Existing Term Loans (as defined in this Amendment) shall have been paid in full with the proceeds of the Term Loans (as defined in this Amendment) or converted into Term Loans, and that all accrued and unpaid interest and other amounts due and payable on the Existing Term Loans not converted to Term Loans shall have been paid in each casefull; (k) satisfactory evidence that the Borrower shall have made such borrowings and prepayments of Revolving Credit Loans such that, after giving effect thereto, the respective principal amounts of Revolving Credit Loans held by the Revolving Credit Lenders shall be pro rata according to their respective Revolving Credit Percentages, as amended hereby (the Borrower being obligated to pay the amounts, if any, due pursuant to Section 2.19 of the Credit Agreement in connection with such prepayments); (l) a copy of the resolutions of the Board of Directors of the Borrower, in form and substance reasonably acceptable satisfactory to the Administrative Agent; (c) receipt , authorizing the execution, delivery and performance of this Amendment and the other Loan Documents, as so amended, certified 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 secretary of the aggregate amount Board of Directors of the First Amendment Effective Date Term Loan on Borrower as of the First Second Amendment Effective Date, a non-refundable closing fee which certificate shall state that the resolutions thereby certified have not been amended, modified, revoked or rescinded and are 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 full force 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 hereofeffect; and (fm) both immediately before a certificate duly executed by a Responsible Officer of the Borrower certifying that no Default or Event of Default shall have occurred and be continuing on the Second Amendment Effective Date or after giving effect to this Amendment, . The Administrative Agent shall notify the funding Borrower and the Lenders of the First Second Amendment Effective Date Term Loans Date, and such notice shall be conclusive and binding. Notwithstanding the foregoing, this Amendment shall not become effective unless each of the foregoing conditions is satisfied at or prior to 5:00 p.m., New York City time, on July 15, 2004 and the consummation of the other transactions contemplated by this Amendment, no Default or Event of Default (other than the Designated Defaults) amendments described herein shall have occurred and be continuingnot become effective.

Conditions to Effectiveness. (a) This Amendment and each First Amendment Effective Date Term Lender’s obligation to provide the First Amendment Effective Date Term Loan Commitments Waiver (other than Sections 1(a), 4(b), 5(c), 7(b), 10 and 11 hereof, which shall become effective on the first date as described in paragraph (the “First Amendment Effective Date”b) when, and only when, each below) shall become effective as of the applicable conditions set forth below have been satisfied date first above written when (or waived) in accordance with the terms herein: (ai) the Administrative Agent shall have received from counterparts of this Amendment and Waiver that, when taken together, bear the Borrowersignatures of Holdings, each other Loan PartyBorrower and the Required Lenders, the Existing Lenders constituting Required Lenders and each First Amendment Effective Date Term Lender a counterpart to this Amendment, duly executed and delivered on behalf of such party; (bii) the Administrative Agent shall have received each an agreement effecting the termination of the items set forth provisions of the Apollo Management Agreement requiring the payment of annual management fees which bears the signatures of all parties thereto, (iii) there shall have been consummated (A) the Qualified Public Offering contemplated by the Registration Statement on Form S-1, Registration No. 333-110250 (substantially as in effect on the date hereof), (B) another Qualified Public Offering on terms substantially similar to the terms of the Qualified Public Offering referred to in the immediately preceding clause (A) or (C) a Qualified IPO, provided in the case of clauses (B) and (C) under this clause (iii) that such transaction must be consummated within one year of the date hereof, and (iv) all fees (including the amendment fees contemplated by Section 13 hereof) and expenses required to be paid or reimbursed by the US Borrower under or in connection with the Credit Agreement shall have been paid or reimbursed, as applicable. (b) Sections 1(a), 4(b), 5(c), 7(b), 10 and 11 of this Amendment and Waiver shall become effective as of the date first above written when: (i) the conditions described in clauses (i) and (iv) of paragraph (a) of this Section 11 shall have been satisfied; (ii) the Collateral Agent shall have received from NASC (as defined in Annex C attached A hereto) pursuant to the US Collateral and Guarantee Agreement and the other Security Documents, as applicable, together with an instrument of transfer executed in each caseblank satisfactory to the Collateral Agent, the NSULC1 Note (as defined in Annex A hereto) to secure the Foreign Obligations of the Foreign Credit Parties and to secure the Obligations of the US Credit Parties; (iii) the Collateral Agent shall have received pursuant to the US Collateral and Guarantee Agreement or the other Security Documents, as applicable, together with (other than in the case of Equity Interests of NSULC1) an instrument of transfer executed in blank, all in form and substance satisfactory to the ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, (▇) from NASC, 100% of the Equity Interests of NSULC1 (as defined in Annex A hereto), provided that 100% of such Equity Interests shall secure the Foreign Obligations of the Foreign Credit Parties but only 65% of such Equity Interests shall secure the Obligations of the US Credit Parties, (B) from NSULC1, 100% of the Equity Interests of each of Newco and US Holdco (each as defined in Annex A hereto) and approximately 99% of the Equity Interests of Canadian LP (as defined in Annex A hereto), (C) from Newco, approximately 1% of the Equity Interests of Canadian LP and (D) from NSULC2, 100% of the Equity Interests of the Canadian Borrower, in each of the cases (B), (C) and (D), to secure the Foreign Obligations of the Foreign Credit Parties; (iv) the Collateral Agent shall have received from each of GSL Corporation and US Holdco, together with an instrument of transfer executed in blank, all in form and substance satisfactory to the Collateral Agent, all the Equity Interests held by GSL Corporation and US Holdco, respectively, in Great Salt Lake Minerals Corporation, in each case to secure the Foreign Obligations of the Foreign Credit Parties and to secure the Obligations of the US Credit Parties. (v) the Collateral Agent shall have received from Canadian LP pursuant to the applicable Security Documents, together with (other than in the case of Equity Interests of NSULC2) an instrument of transfer executed in blank, all in form and substance satisfactory to the Collateral Agent, (A) 100% of the Equity Interests of NSULC2 and (B) the Sifto Note (as defined in Annex A hereto), in each case to secure the Foreign Obligations of the Foreign Credit Parties; (vi) Holdings and each Borrower shall have complied with Section 6.11 of the Credit Agreement with respect to the Restructuring Transactions and each of the Subsidiaries formed pursuant to the Restructuring Transactions other than, for the avoidance of doubt, the New Canadian Borrower, as to which compliance with Section 6.11 of the Credit Agreement need only occur upon the consummation of Step 10(b) of the Restructuring Transactions. Without limiting the generality of the foregoing, the Collateral Agent shall have received (A) with respect to NSULC1, NSULC2, Canadian LP and Newco, duly authorized and executed counterparts of supplements to each of (i) the Foreign Guaranty and (ii) the Security Documents that any such Foreign Subsidiary would have been required to duly authorize, execute and deliver on the Initial Borrowing Date if the same were a Credit Party on such date and (B) with respect to US Holdco, a duly authorized and executed counterpart of a supplement to the US Collateral and Guarantee Agreement; (vii) The Administrative Agent shall have received such documents and certificates as the Administrative Agent may reasonably acceptable request in a written communication prior to the date hereof relating to the organization, existence and good standing of NSULC1, NSULC2, Canadian LP, Newco and US Holdco, the authorization of this Amendment and Waiver and any other legal matters relating to NSULC1, NSULC2, Canadian LP, Newco and US Holdco, all in form and substance satisfactory to the Administrative Agent; (cviii) receipt The Administrative Agent shall have received copies of, and shall be reasonably satisfied with the form of, all documentation in respect of the NSULC1 Note and the Sifto Note (each as defined in Annex A hereto); (ix) Holdings and each of its Subsidiaries shall have taken any such additional actions that have been requested in a written communication 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 prior 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 are necessary or desirable, in the proceeds reasonable judgment of the First Amendment Effective Date Term Loans; (d) all fees and expenses required Administrative Agent, to be paid on perfect the First Amendment Effective Date security interests granted to the Collateral Agent 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 hereofapplicable Security Documents; and (fx) both immediately before and after giving effect the Administrative Agent shall have received customary opinions of (i) ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP with respect to this AmendmentAmendment and Waiver, the funding of the First Amendment Effective Date Term Loans US Holdco and the consummation of the other transactions contemplated by this AmendmentAmendment and Waiver and (ii) Canadian counsel to NSULC1, no Default or Event of Default (NSULC2, Canadian LP and Newco with respect to this Amendment and Waiver, such entities and the transactions contemplated by this Amendment and Waiver, in each case in form and substance reasonably satisfactory to the Administrative Agent and covering such other than matters as are reasonably requested by the Designated Defaults) shall have occurred and be continuingAdministrative Agent.

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 The amendments provided in Section 1 hereof shall become effective on at the first date and time (the “First Amendment Effective Date”) when), and only whenwhich must be on or before September 14, each of the applicable conditions set forth below have been satisfied (or waived) in accordance with the terms herein2012, that: (a) the Administrative Agent shall have received from the Borrower, each other Loan Party, the Existing Lenders constituting Required Lenders and each First Amendment Effective Date Term Lender a counterpart to one or more counterparts of (i) this Amendment, duly executed and delivered on behalf by the Borrowers, the Requisite Lenders and the Agent, (ii) the Consent and Reaffirmation in the form of such partyExhibit I attached hereto, executed and delivered by the Guarantors, and (iii) the Amendment No. 2 Fee Letter, dated as of the date hereof, between the Borrower Representative and the Agent, executed and delivered by the Borrower Representative and the Agent; (b) the Administrative Agent shall have received in immediately available funds and without offset or deduction of any kind for the pro rata benefit of each Lender signatory hereto a non-refundable amendment fee in an amount equal to 0.10% of the items set forth on Annex C attached hereto, in each case, in form and substance reasonably acceptable such Lender’s Revolving Loan Commitment to the Administrative AgentAgent for the pro rata benefit of each such Lender (which fees were fully earned and paid on August 8, 2012); (c) receipt (i) the Agent shall have received Amendment No. 3 to the Credit Agreement in the form of Exhibit II attached hereto (“Amendment No. 3”), executed and delivered by the Administrative Borrowers, the Agent and the Incremental Lenders (as defined therein) and (ii) the other documents, instruments and agreements required to be provided 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 connection therewith pursuant 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;Section 2 thereof; and (d) all fees and expenses required to there shall 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 continuing Default or Event of Default (other than after giving effect to the Designated Defaults) amendments contemplated by this Amendment), and the representations and warranties of the Borrowers contained in this Amendment shall have occurred be true and be continuingcorrect in all material respects.

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 March 4, 2016 (the “First Amendment Effective Date”) when, and only when, each of the applicable following conditions set forth below have been satisfied (or waived) in accordance with ), subject to the terms hereinlast paragraph of this Section 2: (a) the Administrative Agent this Amendment shall have received from been executed and delivered by the Borrower, each Holdings, the other Loan PartyParties, each Additional Lender party hereto, each Series F Converting Lender party hereto and the Existing Lenders constituting Required Lenders and each First Amendment Effective Date Term Lender a counterpart to this Amendment, duly executed and delivered on behalf of such partyAdministrative Agent; (b) the Administrative Agent shall have received copies of the resolutions of the board of directors (or authorized committee thereof) of (x) Holdings, (y) the Borrower and (z) each Subsidiary Loan Party (including, for the avoidance of doubt, the Merger Sub and, immediately following the PAH Acquisition, any Subsidiary acquired in the PAH Acquisition that is required by the Loan Documents to become a Subsidiary Loan Party (collectively, the “PAH Loan Parties”)) approving and authorizing the execution, delivery and performance of this Amendment, certified as of the Amendment Effective Date by the corporate secretary or an assistant secretary thereof as being in full force and effect without modification or amendment; (c) the Administrative Agent shall have received legal opinions dated the Amendment Effective Date from Dechert LLP and ▇▇▇▇▇ ▇▇▇▇ PLC, each in form and substance reasonably satisfactory to the Arrangers and the Administrative Agent; (d) the representations and warranties set forth in Article III of the Credit Agreement and in each other Loan Document shall be true and correct in all material respects (except to the extent any such representation or warranty is qualified by “materially,” “Material Adverse Effect” or a similar term, in which case such representation and warranty shall be true and correct in all respects) on and as of the date hereof (both before and after giving effect to the effectiveness of this Amendment) with the same effect as though made on and as of the date hereof, except to the extent such representations and warranties expressly relate to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date (provided that the solvency representation will be deemed to have been made on the Amendment Effective Date after giving effect to the effectiveness of this Amendment); (e) the representations and warranties made by or with respect to the Target and its subsidiaries, as are material to the interests of the Lenders, in the PAH Acquisition Agreement shall be true and correct in all material respects, except to the extent the failure of such representations and warranties to be true and correct in all material respects would not give the Borrower (or its applicable affiliate) the right, pursuant to the PAH Acquisition Agreement, to terminate its obligations under the PAH Acquisition Agreement to consummate the PAH Acquisition (or the right not to consummate the PAH Acquisition pursuant to the PAH Acquisition Agreement); (f) to the extent not previously delivered, each Series F Lender and the Administrative Agent shall have received at least 3 business days prior to the date hereof all documentation and other information about the Borrower and the Subsidiary Loan Parties required under applicable “know your customer” and anti-money laundering rules and regulations, including the PATRIOT Act that has been requested in writing at least 10 business days prior to the date hereof; (g) immediately prior to and after giving effect to the effectiveness of this Amendment, no Default has occurred or is continuing or shall result from the effectiveness of this Amendment; (h) immediately prior to and on a Pro Forma Basis after giving effect to the effectiveness of this Amendment and the PAH Transactions, (A) the Borrower is in compliance with the Financial Performance Covenant recomputed as of the last day of the most recently ended fiscal quarter for which financial statements of the Borrower are available and (B) the Secured Leverage Ratio of the Borrower is less than or equal to 3.50 to 1.00 as of the last day of the most recent fiscal quarter of the Borrower for which financial statements have been delivered pursuant to Section 5.01(a) or (b) of the Credit Agreement; (i) to the extent not previously delivered, (i) the Administrative Agent shall have received a completed “Life-of-Loan” Federal Emergency Management Agency Standard Flood Hazard Determination with respect to each Mortgaged Property (together with a notice about special flood hazard area status and flood disaster assistance, if applicable, duly executed by the Borrower and each Loan Party relating thereto) and (ii) the Administrative Agent shall have received a copy of, or a certificate as to coverage under, the insurance policies required by Section 5.07 of the Credit Agreement including, without limitation, flood insurance policies (to the extent required in order to comply with applicable law) and the applicable provisions of the Security Documents, each of which shall be endorsed or otherwise amended to include a “standard” or “New York” lender’s loss payable or mortgagee endorsement (as applicable) and shall name the items set forth Collateral Agent, on Annex C attached heretobehalf of the Secured Parties, in each caseas additional insured, in form and substance reasonably acceptable satisfactory to the Administrative Agent; (i) since November 30, 2015, the Target has not suffered a Material Adverse Effect (as defined in, and interpreted pursuant to, the PAH Acquisition Agreement as in effect January 22, 2016) (a “Company Material Adverse Effect”) and (ii) since the date of the PAH Acquisition Agreement, there shall not have occurred a Company Material Adverse Effect, or any event, change, development, effect, condition, circumstance, matter, occurrence or state of facts that would reasonably be expected to have a Company Material Adverse Effect; (i) the PAH Acquisition shall have been consummated, or shall be consummated substantially concurrently with the Proposed Borrowing in accordance with the PAH Acquisition Agreement and (ii) the PAH Acquisition Agreement shall not have been amended or waived, and no consents shall have been given with respect thereto, in any material respect by the Borrower or its subsidiaries in a manner materially adverse to the Incremental Facility Lead Arrangers (in their capacity as such) without the consent of the Incremental Facility Lead Arrangers (such consent not to be unreasonably withheld, conditioned or delayed based on the interests of the Incremental Facility Lead Arrangers (in their capacities as such); provided that (a) any amendment, waiver or consent that results in a reduction in the amount of consideration required to consummate the PAH Acquisition shall be deemed not to be materially adverse to the Incremental Facility Lead Arrangers to the extent that any such reduction is applied ratably to reduce the amount of commitments in respect of the Series F Tranche B Term Loans, (b) the granting of any consent under the PAH Acquisition Agreement that is not materially adverse to the interests of the Additional Lenders or the Additional Lenders shall not otherwise constitute an amendment or waiver and (c) receipt by any change to the definition of “Company Material Adverse Effect” in the PAH Acquisition Agreement shall be deemed materially adverse to the Incremental Facility Lead Arrangers; (l) the PAH Refinancing shall have been consummated, or shall be consummated substantially concurrently with the Proposed Borrowing and all liens, guarantees and security interests granted in respect of the Existing Indebtedness shall have been discharged, and the terms and conditions of such discharge shall be satisfactory to the Administrative Agent. The Administrative Agent shall have received payoff and release letters with respect to the Existing Indebtedness (other than such Existing Indebtedness referred to in clause (c) and (d) of the definition thereof) in form and substance reasonably satisfactory to the Administrative Agent; (m) the Administrative Agent in dollars shall have received the (i) consolidated balance sheets and in immediately available fundsrelated statements of operations and comprehensive income, redeemable non-controlling interest and invested equity and cash flows of the Target and its consolidated subsidiaries for the benefit of fiscal years ended December 31, 2013 and December 31, 2014 and for each First subsequent fiscal year ended at least 90 days prior to the Amendment Effective Date Term Lenderand (ii) (A) prior to February 14, based on its pro rata share 2016, the unaudited combined balance sheets and related consolidated statements of operations and cash flows of the aggregate amount Target and its consolidated subsidiaries for the eleven (11) month period ended November 30, 2015 and (B) the unaudited combined balance sheets and related consolidated statements of operations and cash flows of the First Target and its consolidated subsidiaries for each fiscal quarter subsequent to the fiscal year ended December 31, 2015 and ended at least 60 days prior to the Amendment Effective Date Term Loan (it being understood that the Administrative Agent acknowledges that it has received the financial statements for the fiscal years ended December 31, 2013 and December 31, 2014 required by clause (i) of the previous sentence and the unaudited combined balance sheets and related consolidated statements of operations and cash flows of the Target and its consolidated subsidiaries for the eleven (11) month period ended November 30, 2015 required by subclause (ii)(A) of the previous sentence); (n) the Administrative Agent shall have received a pro forma consolidated balance sheet and related pro forma consolidated statement of income of the Borrower as of and for the twelve-month period ending on the First last day of the most recently completed four-fiscal quarter period ended at least 45 days (or 90 days in case such four-fiscal quarter period is the end of the Borrower’s fiscal year) prior to the 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 prepared after giving effect to this Amendment, the funding PAH Acquisition and the PAH Refinancing as if the PAH Transactions had occurred as of such date (in the case of such balance sheet) or at the beginning of such period (in the case of the First statement of income) (it being understood that the Administrative Agent acknowledges that it has received the pro forma financial information that is required by the previous sentence with respect to the financial information that has been provided as of February 17, 2016); (o) the Administrative Agent shall have received a Borrowing Request in respect of the Series F Tranche B Term Loans as required by Section 2.03 of the Credit Agreement; (p) (i) the Administrative Agent shall have received all fees payable thereto or to any Incremental Facility Lead Arranger on or prior to the Amendment Effective Date Term Loans and, to the extent invoiced at least two (2) Business Days prior to the Amendment Effective Date, reimbursement or payment of all reasonable and documented out-of-pocket expenses (including reasonable fees, charges and disbursements of ▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP) required to be reimbursed or paid by the Loan Parties hereunder, in each case under the Fee Letter or under any Loan Document on or prior to the Amendment Effective Date and (ii) the Borrower shall have paid to the Administrative Agent for the account of each Incremental Facility Lead Arranger the Closing Payment; (q) the Administrative Agent shall have received the results of searches of the Uniform Commercial Code filings (or equivalent filings), United States Patent and Trademark Office and United States Copyright Office, and bankruptcy, judgment and tax lien searches, made with respect to the Target and any other PAH Loan Party in the states (or other jurisdictions) of formation of such Person, together with copies of the financing statements, lien notices (or similar documents) disclosed by such search; (r) the Collateral and Guarantee Requirement shall have been, or the Administrative Agent shall be reasonably satisfied shall be substantially concurrently, satisfied with respect to the Merger Sub and any PAH Loan Party; provided that all requirements with respect to real property encumbered by a Mortgage shall be delivered following the Amendment Effective Date pursuant to Section 3 of this Amendment; (s) the Administrative Agent shall have received a duly executed certificate of an appropriate officer of each of Merger Sub and, immediately following the PAH Acquisition, any PAH Loan Party, certifying (i) that the copies of such Loan Party’s organizational documents are in full force and effect as of the Amendment Effective Date without modification or amendment since such original delivery, (ii) that the copies of such Loan Party’s resolutions approving the PAH Transactions and authorizing the execution and delivery of all documents related thereto and (iii) as to incumbency certificates identifying the officers of such Loan Party that are authorized to execute the Amendment and to execute and act on such Loan Party in connection with the Amendment; (t) the Administrative Agent shall have received certificates of good standing or the equivalent (if any) for the Borrower, Holdings and the consummation PAH Loan Parties from their respective jurisdiction of organization or formation, in each case certified as of a recent date by the appropriate Governmental Authority; (u) the Administrative Agent shall have received a solvency certificate from the chief financial officer of the other transactions contemplated by this Amendment, no Default or Event Borrower with respect to the solvency of Default the Borrower and its Restricted Subsidiaries (other than on a consolidated basis) after giving effect to the Designated Defaults) shall have occurred and be continuing.PAH Transactions; and

Conditions to Effectiveness. This Amendment The effectiveness of this Agreement and the obligation of each L/C Issuer and each First Amendment Effective Date Term Lender’s obligation Lender to provide the First Amendment Effective Date Term Loan Commitments shall become effective on the first date make its initial Credit Extension hereunder is subject to satisfaction (the “First Amendment Effective Date”or waiver in compliance with Section 10.1) when, and only when, each of the applicable following conditions set forth below have been satisfied (or waived) in accordance with the terms hereinprecedent: (a) The Administrative Agent’s receipt of the following, each of which shall be originals, telecopies or electronic copies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance satisfactory to each Arranger, the Administrative Agent and each of the Lenders: (i) executed counterparts of this Agreement, sufficient in number for distribution to the Administrative Agent, each Lender and each Loan Party; (ii) a Note executed by the Borrowers in favor of each Lender requesting a Note; (iii) executed counterparts of such amendments to the Collateral Documents and the Guaranty as the Administrative Agent deems necessary or advisable in connection with the amendment and restatement of the Existing Credit Agreement, sufficient in number for distribution to the Administrative Agent, each Lender and the Parent Borrower, together with: (A) copies of any Uniform Commercial Code, judgment, tax lien, intellectual property, or other searches reasonably requested by the Administrative Agent with respect to the Collateral, together with copies of the financing statements (or similar documents) disclosed by such searches, and accompanied by evidence that any Liens indicated in any such financing statement that are not permitted by Section 7.1 have been or contemporaneously will be released or terminated (or otherwise provided for in a manner reasonably acceptable to the Administrative Agent); and (B) evidence that all other actions, recordings and filings that the Administrative Agent may deem necessary or desirable in order to perfect the Liens created under the Collateral Documents have been taken or made (including receipt of duly executed payoff letters, UCC-3 termination statements and consent agreements, if applicable) or arrangements therefor satisfactory to the Administrative Agent shall have received from been made; (iv) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party (other than Lux Holdco), as the BorrowerAdministrative Agent may require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Party, the Existing Lenders constituting Required Lenders and each First Amendment Effective Date Term Lender Documents to which such Loan Party is a counterpart party or is to this Amendment, duly executed and delivered on behalf of such be a party; (bv) such documents, agreements and certifications as the Administrative Agent shall have received may reasonably require to evidence that each Loan Party (other than Lux Holdco) is duly organized or formed, and that each of the items set forth Loan Parties is validly existing and in good standing (to the extent that such latter concept is applicable in the relevant jurisdiction) in its jurisdiction of organization; (vi) a favorable opinion of ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇ LLP, counsel to the Loan Parties, addressed to the Administrative Agent and each Lender, covering such customary matters concerning the Loan Parties and the Loan Documents as the Required Lenders may reasonably request; (vii) a favorable opinion of local counsel to the Loan Parties in, Nevada, addressed to the Administrative Agent and each Lender, covering such customary matters concerning the Loan Parties and the Loan Documents as the Required Lenders may reasonably request; (viii) a favorable opinion of local counsel to the Loan Parties in Luxembourg, addressed to the Administrative Agent and each Lender, covering such customary matters concerning Lux Holdco as the Required Lenders may reasonably request; (ix) a certificate of a Responsible Officer of the Parent Borrower either (1) attaching copies of all consents (including, without limitation, from any Governmental Authority, shareholder or other third-party), licenses and approvals required in connection with the execution, delivery and performance by any Loan Party and the validity against any Loan Party of the Loan Documents to which it is a party, and such consents, licenses and approvals shall be in full force and effect (except that the following consents do not need to be attached to such certificate to the extent delivered to the Administrative Agent as attachments to any other certificate delivered on Annex C attached heretothe Closing Date: (A) any consents of a member or partner of a Loan Party that are required with respect to the pledge of equity under such Loan Party’s Organization Documents and (B) any resolutions by each Loan Party’s governing body authorizing and approving the Loan Documents), or (2) stating that no such consents, licenses or approvals are so required; (x) a certificate signed by a Responsible Officer of the Parent Borrower certifying that the conditions specified in Sections 4.2(a) and (b) have been satisfied; (xi) projections of the consolidated balance sheets, results of operations, cash flow and Availability for the Parent Borrower and its consolidated Subsidiaries covering the period from July 1, 2019 through the Maturity Date, prepared on a quarterly basis for the fiscal year ending on December 31, 2019 and an annual basis for each casefiscal year ending December 31, 2020 and December 31, 2021 (the “Initial Projections”), prepared by a Responsible Officer of the Parent Borrower having responsibility over financial matters, all in form and substance reasonably acceptable satisfactory to the Administrative Agent; (cxii) receipt a Solvency Certificate in the form attached hereto as Exhibit J, executed by a Responsible Officer of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇; (xiii) a Borrowing Base Certificate prepared as of August 31, 2019 and accompanied by such supporting detail and documentation as is contemplated by the Borrowing Base Certificate and/or as shall be reasonably requested by the Administrative Agent (in dollars and in immediately available funds, for a form comparable to that previously provided to 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 LoansAdministrative Agent); (dxiv) all fees documentation and expenses required to be paid on the First Amendment Effective Date pursuant other information with respect to the Loan Documents Parties required by regulatory authorities under applicable “know-your-customer” and anti-money laundering rules and regulations, including without limitation the USA Patriot Act and the Beneficial Ownership Regulation at least five (in 5) Business Days prior to the case of expenses, Closing Date to the extent invoiced the same have been requested at least ten (10) Business Days prior to the Closing Date; (xv) a certificate of a Responsible Officer of Lux Holdco certifying and attaching (as applicable) the following: (A) true and complete copies of the constitutional documents of ▇▇▇ ▇▇▇▇▇▇ as in effect on the Closing Date; (B) an excerpt delivered by the RCS pertaining to Lux Holdco dated no earlier than one (1) Business Day prior to the First Amendment Effective Closing Date) shall have been paid from the proceeds of the First Amendment Effective Date Term Loans; (eC) a non-registration certificate (certificat de non-inscription d’une decision judiciaire) from the truth RCS pertaining to Lux Holdco and accuracy dated no earlier than one (1) Business Day prior to the date of this Agreement, stating that no judicial decision has been registered with the RCS by application of article 13, items 2 to 11bis and article 14 of the representations Luxembourg law dated 19 December 2002 relating to the register of commerce and warranties companies as well as the accounting and the annual accounts of companies, as amended (the “RCS Law”), according to which ▇▇▇ ▇▇▇▇▇▇ would be subject to one of the judicial proceedings referred to in Section 5 hereofthese provisions of the RCS Law including in particular, bankruptcy (faillite), controlled management (gestion contrôlée), suspension of payments (sursis de paiement), arrangement with creditors (concordat préventif de la faillite) and judicial liquidation (liquidation judiciaire) proceedings; (D) a copy of a resolution of the board of directors of ▇▇▇ ▇▇▇▇▇▇: (I) approving the terms of, and the transactions contemplated by, this Agreement and the Loan Documents to which it is a party and resolving that it execute, deliver and perform this Agreement and the Loan Documents to which it is a party; (II) authorizing a specified person or persons to execute this Agreement and the Loan Documents to which it is a party on its behalf; and (fIII) both immediately before authorizing a specified person or persons, on its behalf, to sign and/or dispatch all documents and after giving notices to be signed and/or dispatched by it under or in connection with this Agreement and the Loan Documents to which it is a party; (E) a specimen of the signature of each person authorised by the resolution referred to in paragraph (D) above; and (F) that each copy document relating to Lux Holdco specified in this Section 4.1(a) is correct, complete and in full force and effect as at a date no earlier than the date of this Agreement; (xvi) a certificate of a Responsible Officer of Lux Holdco certifying that: (I) it is not subject to this Amendmentbankruptcy (faillite), pre-bankruptcy, insolvency, voluntary or judicial liquidation (liquidation volontaire ou judiciaire), composition with creditors (concordat préventif de faillite), reprieve from payment (sursis de paiement), controlled management (gestion contrôlée); (II) it is not, on the date of the Agreement, in a state of cessation of payments (cessation de paiement) and has not lost its commercial creditworthiness; (III) no application has been made by it or, as far as it is aware, by any other person for the appointment of a commissaire, juge-commissaire, liquidateur, curateur or similar officer pursuant to any insolvency or similar proceedings; (IV) no application has been made by it for a voluntary or judicial winding-up or liquidation; and (V) borrowing or guaranteeing or securing, as appropriate, the funding Obligations would not cause any borrowing, guarantee, security or similar limit binding Lux Holdco to be exceeded; (xvii) such other assurances, certificates (including a perfection certificate, if requested), documents, reports (including any environmental reports), consents or opinions as the Administrative Agent, the L/C Issuers, or any Lender reasonably may require. (b) The Administrative Agent, ▇▇▇▇▇▇▇ and Arrangers shall have received all fees and other amounts due and payable on or prior to the Closing Date, including, without limitation, all filing and recording fees and Taxes and, to the extent invoiced at least two (2) Business Days prior to the Closing Date, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Parent Borrower hereunder (including all such reasonable fees, charges and disbursements of counsel to the Administrative Agent, paid directly to such counsel if requested by the Administrative Agent). Without limiting the generality of the First Amendment Effective Date Term Loans and the consummation provisions of the last paragraph of Section 9.3, for purposes of determining compliance with the conditions specified in this Section 4.1, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document (a draft of which such Lender has reviewed) or other transactions contemplated matter required thereunder to be consented to or approved by this Amendment, no Default or Event of Default (other than acceptable or satisfactory to a Lender unless the Designated Defaults) Administrative Agent shall have occurred and be continuingreceived notice from such Lender prior to the proposed Closing Date specifying its objection thereto.

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 (such date, the “First Amendment Effective Date”) when, and only when, upon which each of the applicable following conditions set forth below have been satisfied (or waived) in accordance with the terms hereinis satisfied: (a) the Administrative Agent shall have received from the Borrower, each other Loan Party, the Existing Lenders constituting Required Lenders and each First Amendment Effective Date Term Lender a counterpart duly executed signature pages to this Amendment, duly executed and delivered on behalf Amendment by each of such partythe parties hereto; (b) the Administrative Agent Encore Sale Transaction shall have received each been consummated, and 100% of the items set forth on Annex C attached hereto, gross proceeds of the Encore Sale Payment shall have been deposited in each case, the Collection Account for application as provided in form and substance reasonably acceptable to the Administrative AgentSection 2(b) hereof; (c) receipt by PCAP shall have made a cash equity contribution to 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 Borrower in an aggregate amount equal to 2.50% the positive difference, if any, of (i) $1,250,000.003,375,000 minus (b) the Encore Sale Payment, and the proceeds of such cash contribution shall have been deposited in the Collection Account (and the parties hereto agree that such amounts shall be applied against Obligations in accordance with Section 2.8(b) 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 LoansAgreement); (d) all fees and expenses required to be paid on the First Amendment Effective Date pursuant to Agent shall have received by wire transfer of immediately available funds for the Loan Documents (ratable benefit of each Lender, an amendment fee in the case amount of expenses, to the extent invoiced at least one $137,000 (1) Business Day prior to the First Amendment Effective Date) which fee shall have been paid from the proceeds of the First Amendment Effective Date Term Loansbe fully-earned and non-refundable once paid); (e) pursuant to a letter agreement satisfactory to Agent (the truth “Swap Termination Letter”), an Early Termination Date shall be deemed to have occurred under and accuracy as defined in the ISDA Master Agreement (as amended, restated, supplemented or otherwise modified from time to time, the “ISDA Master”), dated as of July 27, 2005, between the Borrower and the Bank of Montreal (“BMO”) with respect to all existing Transactions (as defined in the ISDA Master) thereunder (and the parties hereto acknowledge and agree that (i) the Borrower owes BMO a Settlement Amount (as defined in the ISDA Master) of $3,251,026, (ii) such amount constitutes Hedge Breakage Costs, which, if not otherwise paid, shall be paid to BMO pursuant to Section 2.8(b) of the representations and warranties Agreement, (iii) notwithstanding anything to the contrary in Section 5 hereof5.2 of the Agreement, the Borrower shall have no obligation to enter into any further Hedge Transaction under the Agreement and, (iv) notwithstanding anything in the Agreement to the contrary, the deemed occurrence of the Early Termination Date pursuant to the Swap Termination Letter shall not constitute a Termination Event under the Agreement); (f) the Agent shall have received payment in the amount of $500,000 as reimbursement for all fees and expenses of ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, special counsel to the Agent, the fees and expenses of Macquarie, financial advisor to the Agent, and the other costs and expenses incurred by the Agent in connection with the Transaction Documents and this Amendment on or prior to the Effective Date; and (fg) 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) Macquarie shall have occurred received duly executed signature pages from the Borrower and be continuingPCAP to that certain letter agreement regarding indemnification dated as of May 25, 2009.

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 as of the first date (the “First Amendment "Effective Date”") when, of consummation of the Acquisition upon receipt by the Lead Arranger and only when, Book Manager of each of the applicable conditions set forth below have been satisfied (or waived) in accordance with the terms hereinfollowing: (a) the Administrative Agent shall have received from the Borrower, each other Loan Party, the Existing Lenders constituting Required Lenders and each First Amendment Effective Date Term Lender a counterpart to counterparts of this Amendment, duly executed and delivered on behalf of such partyby the Borrower and the Required Lenders; (b) counterparts of a Guarantee, substantially in the Administrative Agent shall have received form of Exhibit B to this Amendment (the "Kroger Guarantee"), duly executed and delivered by Kroger and each Kroger Material Subsidiary; (c) an opinion of counsel to the Borrower, as to the due authorization and execution by the Borrower of this Amendment and to such other matters, as is customary for similar transactions, as may be reasonably requested by the Lead Arranger and Book Manager; (d) an opinion of counsel to Kroger, as to the due authorization and execution by the Kroger Guarantors of the items set forth on Annex C attached heretoKroger Guarantee and to such other matters, as is customary for similar transactions, as may be reasonably requested by the Lead Arranger and Book Manager; (e) such documents and certificates as the Lead Arranger and Book Manager and its counsel may reasonably request relating to this Amendment or the Kroger Guarantee, all in each caseform and substance satisfactory to the Lead Arranger and Book Manager and its counsel; (f) satisfactory evidence that (i) the Current Synthetic Lease Facility of the Borrower has been terminated and all loans outstanding thereunder have been paid in full, (ii) the Commitments have been reduced by $500,000,000 or (iii) a combination thereof resulting in the reduction of Commitments and the commitments under the Current Synthetic Lease Facility in an aggregate amount of $500,000,000; (g) satisfactory evidence that, if the Current Synthetic Lease Facility is not terminated, amendments, in form and substance reasonably acceptable satisfactory to the Administrative AgentLead Arranger and Book Manager, to the operative documents of such Current Synthetic Lease Facility have been executed and are effective; (ch) receipt by the Administrative Agent surviving corporation following the Acquisition has confirmed in dollars and in immediately available funds, for the benefit writing its assumption of each First Amendment Effective Date Term Lender, based on its pro rata share all of the aggregate amount obligations 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 Borrower under 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 hereofAgreement; and (fi) both immediately before the payment of all fees and after giving effect to other amounts payable in connection with 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.

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 February 20, 2013 (the “First Amendment Effective Date”) when, and only when, each of the applicable conditions set forth below have been satisfied (or waived) in accordance with the terms herein: (ai) this Amendment shall have been executed and delivered by the Borrower, Holdings, the other Loan Parties, each Additional Lender party hereto and the Administrative Agent; (ii) the Administrative Agent shall have received from copies of the Borrowerresolutions of the board of directors (or authorized committee thereof) of (x) Holdings, (y) the Borrower and (z) each other Subsidiary Loan PartyParty approving and authorizing the execution, delivery and performance of this Amendment, certified as of the Existing Lenders constituting Required Lenders and each First Amendment Effective Date Term Lender a counterpart to this Amendment, duly executed by the corporate secretary or an assistant secretary thereof as being in full force and delivered on behalf of such partyeffect without modification or amendment; (biii) the Administrative Agent shall have received a legal opinion dated the Amendment Effective Date from Dechert LLP in form and substance reasonably satisfactory to the Arrangers and the Administrative Agent; (iv) the representations and warranties set forth in Article III of the Credit Agreement and in each other Loan Document shall be true and correct in all material respects (except to the extent any such representation or warranty is qualified by “materially,” “Material Adverse Effect” or a similar term, in which case such representation and warranty shall be true and correct in all respects) on and as of the date hereof (both before and after giving effect to the Series B Tranche B Term Loans and the use of proceeds therefrom) with the same effect as though made on and as of the date hereof, except to the extent such representations and warranties expressly relate to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date (provided that the solvency representation will be deemed to have been made on the Amendment Effective Date after giving effect to the Series B Tranche B Term Loans and use of the proceeds therefrom); (v) to the extent not previously delivered, each Additional Lender and the Administrative Agent shall have received at least 3 business days prior to the date hereof all documentation and other information about the Borrower and the Subsidiary Loan Parties required under applicable “know your customer” and anti-money laundering rules and regulations, including the PATRIOT Act that has been requested in writing at least 5 business days prior to the date hereof; (vi) the Administrative Agent shall have received a Borrowing Request in respect of the Series B Tranche B Term Loans as required by Section 2.03 of the Credit Agreement; (vii) immediately prior to and after giving effect to the Proposed Borrowing no Default has occurred or is continuing or shall result from the Proposed Borrowing and the use of proceeds therefrom; (viii) the Administrative Agent shall have received a certificate, dated the Amendment Effective Date and signed by an authorized officer of the Borrower, certifying compliance with the clauses (iv), (vii) and (ix) of Section 11 of this Amendment and Section 2.20 of the Credit Agreement; (ix) immediately prior to and on a Pro Forma Basis after giving effect to the incurrence of the Series B Tranche B Term Loans and the application of the proceeds therefrom, the Borrower is in compliance with the Financial Performance Covenant recomputed as of the last day of the most recently ended fiscal quarter for which financial statements of the Borrower are available; (x) the Administrative Agent shall have received payment of all fees and out-of-pocket expenses required to be paid or reimbursed by Borrower as separately agreed by Borrower and ▇.▇. ▇▇▇▇▇▇ Securities LLC (“▇.▇. ▇▇▇▇▇▇”) and ▇▇▇▇▇▇▇ ▇▇▇▇▇ Lending Partners LLC (“Goldman”), ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated (“ML”), ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Senior Funding, Inc. (“MS”), ▇▇▇▇▇ Fargo Securities, LLC (“▇▇▇▇▇”) and RBC Capital Markets, LLC (“RBC” and together with ▇.▇. ▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇, MS and ▇▇▇▇▇, collectively, the “Arrangers”), and reimbursement or payment of all reasonable out-of-pocket expenses (including the reasonable fees, charges and disbursements of ▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP) required to be reimbursed or paid by any Loan Party hereunder or under any other Loan Document; (xi) to the extent not previously delivered, (i) the Administrative Agent shall have received a completed “Life-of-Loan” Federal Emergency Management Agency Standard Flood Hazard Determination with respect to each Mortgaged Property (together with a notice about special flood hazard area status and flood disaster assistance, if applicable, duly executed by the Borrower and each Loan Party relating thereto) and (ii) the Administrative Agent shall have received a copy of, or a certificate as to coverage under, the insurance policies required by Section 5.07 of the Credit Agreement including, without limitation, flood insurance policies (to the extent required in order to comply with applicable law) and the applicable provisions of the Security Documents, each of which shall be endorsed or otherwise amended to include a “standard” or “New York” lender’s loss payable or mortgagee endorsement (as applicable) and shall name the items set forth Collateral Agent, on Annex C attached heretobehalf of the Secured Parties, in each caseas additional insured, in form and substance reasonably acceptable satisfactory to the Administrative Agent; (cxii) receipt by the Borrower shall have paid to the Administrative Agent in dollars and in immediately available funds, for the benefit account of each First Amendment Effective Date Term Lender, based on its pro rata share of Additional Lender 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 LoanClosing Fee, which such fee shall be fully earned, due and payable on Closing Fee may take the date hereof and paid from the proceeds form 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 hereoforiginal issue discount; and (fxiii) both immediately before and after giving effect Amendment No. 3 to this Amendmentthe Credit Agreement, the funding dated as of the First Amendment Effective Date Term Loans and the consummation of the other transactions contemplated by this AmendmentFebruary 15, no Default or Event of Default (other than the Designated Defaults) 2013, shall have occurred and be continuingbecome effective in accordance with the terms thereof.

Conditions to Effectiveness. This (a) Subject to the limited exception in Section 5(b) below, 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 when, each the Administrative Agent shall have received the following on or before the Execution Date: (i) counterparts of this Amendment duly executed and delivered on behalf of the applicable Borrower and all Lenders; (ii) a Secretary’s Certificate of the Borrower, including resolutions authorizing the execution, delivery and performance of this Amendment and any other documents signed in connection therewith, and the Borrower’s articles of formation, evidence of existence and good standing, and incumbency certificate, all in form and substance satisfactory to the Administrative Agent; (iii) the Ratification and Affirmation of Guarantors duly executed and delivered on behalf of the Guarantors; (iv) such other documents, instruments and agreements as the Administrative Agent reasonably deems necessary, in form and substance reasonably satisfactory to the Administrative Agent; and (v) all fees and other amounts due and payable, including to the extent invoiced, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Borrower pursuant to Section 9. (b) In addition to the satisfaction of the conditions set forth below in Section 5(a), the modification to the definition of “Maturity Date” in this Amendment shall not become effective until the date that the following additional conditions precedent have been satisfied (or waived) in accordance with the terms herein:“Final Effective Date”): (ai) the Administrative Agent shall have received from the BorrowerBorrower fully executed copies of the membership interest purchase and sale agreement, each evidence of assignment and such other Loan Partydocuments, instruments and agreements as the Existing Lenders constituting Required Lenders Administrative Agent reasonably deems necessary, in form and each First Amendment Effective Date Term Lender a counterpart substance reasonably satisfactory to this Amendment, duly executed and delivered on behalf of such partythe Administrative Agent to evidence the ▇▇▇▇▇▇▇▇’▇ Bend Sale; (bii) the Sale Date shall have occurred on or before March 8, 2013; (iii) the Borrower shall have paid to the Administrative Agent, for the account of each Lender, a fee in the amount of 5 bps based on the Lender’s pro rata share of the post-asset sale borrowing base; and (iv) the Administrative Agent shall have received each of from the items set forth Borrower (1) proceeds from the ▇▇▇▇▇▇▇▇’▇ Bend Sale in an amount sufficient to prepay the Total Revolving Credit Exposure to any amount equal to or lesser than the Borrowing Base as adjusted on Annex C attached hereto, in each case, in form and substance reasonably acceptable the Sale Date so that no Borrowing Base Deficiency will result after giving effect to the Administrative Agent;▇▇▇▇▇▇▇▇’▇ Bend Sale, and (2) all fees and other amounts due and payable, including to the extent invoiced, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Borrower pursuant to Section 9. (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 No Default or Event of Default (other than exists on the Designated Defaults) shall have occurred Execution Date, Final Effective Date or will arise as a result of the execution and be continuingeffect of this Agreement.

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 when, each upon the satisfaction of the applicable conditions set forth below have been satisfied (or waived) in accordance with the terms hereinfollowing conditions: (a) this Amendment shall have been executed and delivered to the Administrative Agent by each of the Banks, the Agent and the Borrower and shall have been acknowledged and agreed to by each Subsidiary party to the Guaranty; (b) the Borrower shall have executed and delivered to the Administrative Agent amended Tranche A Notes payable to each Bank in the principal amount of each Bank's Tranche A Commitment Amount (as increased after giving effect to this Amendment); (c) the Administrative Agent shall have received from copies of all Subordinated Note Documents executed or delivered in connection with the Borrowerissuance of the Subordinated Notes (including, each other Loan Partywithout limitation, any legal opinions delivered in connection therewith) certified by an officer of the Existing Lenders constituting Required Lenders Borrower to be true and each First Amendment Effective Date Term Lender a counterpart to this Amendment, duly executed and delivered on behalf complete copies of such partySubordinated Note Documents; (bd) the Administrative Agent shall have received each of the items set forth on Annex C attached hereto, in each case, in form and substance evidence reasonably acceptable satisfactory to the Administrative Agent; (c) receipt by Agent that the Administrative Agent in dollars and in immediately available funds, for Borrower has received gross proceeds from 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 Subordinated Notes in an aggregate amount equal to 2.50% (or greater than $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 Loans300,000,000; (e) the truth and accuracy Administrative Agent shall have received a certificate signed by duly authorized financial officer of the Borrower that each of the representations and warranties of any of the Borrower and its Subsidiaries contained in Section 5 hereof; and (f) both immediately before and after giving effect to this Amendment, the funding Credit Agreement, the other Loan Documents, the Subordinated Note Documents or in any document or instrument delivered pursuant to or in connection herewith or therewith shall have been true as of the First Amendment Effective Date Term Loans date as of which they were originally made and shall also be true on the consummation of the other transactions contemplated by this Amendmentdate hereof, that no Default or Event of Default (other than the Designated Defaults) shall have occurred and be continuingcontinuing and that the Subordinated Notes have been issued in accordance with the terms of the Subordinated Note Indenture; (f) each of the Banks and the Administrative Agent shall have received a favorable opinion addressed to the Banks and the Administrative Agent, dated as of the date hereof, in form and substance satisfactory to the Banks and the Administrative Agent, from Bose McKi▇▇▇▇ & ▇van▇, ▇▇unsel to the Borrower and its Subsidiaries; and (g) all corporate action necessary for the valid execution, delivery and performance by the Borrower and each of its Subsidiaries of this Amendment, the amended and restated Tranche A Notes and any Subordinated Note Document to which it is or is to become a party shall have been duly and effectively taken, and evidence thereof satisfactory to the Banks shall have been provided to each of the Banks.

Conditions to Effectiveness. This The effectiveness of this Third Amendment and each First Amendment Effective Date Term Lender’s obligation the agreements of Lender set forth herein, are subject 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 when, each satisfaction of the applicable following conditions set forth below have been satisfied (or waived) precedent, all in accordance with the terms hereinform and substance satisfactory to Lender in its sole discretion: (a) the Administrative Agent shall have received from 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 on behalf of such party; (b) the Administrative Agent shall have received each of the items set forth on Annex C attached heretofollowing, in each case, in form and substance satisfactory to Lender in its sole discretion, and, where applicable, each duly executed by each party thereto, other than Lender: (i) This Third Amendment, duly executed by an authorized officer of Borrower; and (ii) The Second Amended and Restated Promissory Note attached hereto as Exhibit E; and (iii) Borrower shall have paid or authorized Lender to charge its loan account for $200,000 in connection with the provisions contained in this Third Amendment; and (iv) Borrower shall have furnished to Lender evidence, reasonably acceptable satisfactory to Lender, that its bond obligations maturing in April 2010 have been fully paid and retired; and (v) All other documents Lender may request with respect to any matter relevant to this Third Amendment or the Administrative Agent;transactions contemplated hereby. (b) The representations and warranties contained herein and in the Loan Agreement and the Schedules and Exhibits thereto and the other documents executed in connection with the Loan Agreement (herein referred to as "Loan Documents"), as each is amended hereby, shall be true and correct as of the date hereof, as if made on the date hereof, except for such representations and warranties as are by their express terms limited to a specific date. (c) receipt All proceedings taken in connection with the transactions contemplated by the Administrative Agent in dollars this Third Amendment and in immediately available fundsall documents, 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 instruments and other legal matters incident thereto shall be fully earned, due and payable on the date hereof and paid from the proceeds of the First Amendment Effective Date Term Loans;satisfactory to Lender. (d) Borrower shall have paid Lender for all fees fees, costs and expenses required to be paid on the First Amendment Effective Date pursuant to the Loan Documents (incurred by Lender in the case preparation and execution 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 Third 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.

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 Fourth Amendment Effective Date”) when, when (i) the Borrower and only when, each the Lenders shall have signed a counterpart hereof (whether the same or different counterparts) and shall have delivered (including by way of facsimile transmission) the applicable conditions set forth below have been satisfied same to the Administrative Agent; and (or waived) in accordance with the terms herein: (aii) the Administrative Agent shall have received the following: (a) from the Borrower, each other Loan Partyin immediately available funds, the Existing Lenders constituting Required Lenders unpaid fees and each First Amendment Effective Date Term Lender a counterpart to expenses of White & Case LLP incurred in connection with this Amendment, duly executed and delivered on behalf of such party; (b) from the Borrower, in immediately available funds, a wavier and amendment fee in the amount of $75,000, which shall be fully earned and nonrefundable when paid; (c) an updated Budget for the Budget Period commencing with the week immediately following the Fourth Amendment Effective Date, in the form of Exhibit A hereto; (d) the Temporary Liquidity Facility Intercreditor Agreement in the form of Exhibit B hereto, duly executed by IESA and the Borrower; (e) copies of the Temporary Liquidity Facility Credit Agreement, and of all documents, agreements and instruments executed or delivered in connection therewith, together with a certificate of the Borrower’s secretary or assistant secretary certifying that such copies are true, complete and correct, and that all conditions precedent to the effectiveness thereof have been satisfied or waived in writing; (f) copies of the Agreement and Plan of Merger, dated as of the Fourth Amendment Effective Date (the “Merger Agreement”), by and between the Borrower and IESA, and of all documents, agreements and instruments executed or delivered in connection therewith, together with a certificate of the Borrower’s secretary or assistant secretary certifying that such copies are true, complete and correct, and that all conditions precedent to the effectiveness thereof have been satisfied or waived in writing; (g) a certificate of the Borrower’s secretary or assistant secretary certifying the identity, authority, capacity and signatures of its officers who are authorized to execute this Amendment and, as the case may be, the other documents, agreements and instruments executed or delivered in connection herewith to which it is a party; (h) copies, certified by the secretary or assistant secretary of the Borrower, of the resolutions of its board of directors or similar governing body, approving this Amendment and, as the case may be, the documents, agreements and instruments executed or delivered in connection herewith to which it is a party, and the transactions contemplated hereby and thereby; (i) an opinion of counsel to the Borrower addressed to each of the Administrative Agent shall have received each and Lenders, dated as of the items set forth on Annex C attached hereto, in each caseFourth Amendment Effective Date, in form and substance reasonably acceptable satisfactory to the Administrative 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 (fj) both immediately before such other documents, instruments, and after giving effect to this Amendment, agreements reasonably requested by 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 continuingAdministrative Agent.

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 with respect to all other matters set forth herein on the first date (the “First Final Amendment Effective Date”) when, and only when, that each of the applicable following conditions set forth below shall have been satisfied (or waived) in accordance with the terms herein:): (a) the The Administrative Agent shall have received from the Borrower, counterparts to this Amendment executed by each other Loan Party; provided that if this clause (a) is not satisfied on or prior to February 15, 2018, the Existing effectiveness of this Amendment with respect to the Consenting Lenders constituting Required Lenders as set forth in Section 4 above shall be null and each First void ab initio and this Amendment Effective Date Term Lender a counterpart to this Amendment, duly executed and delivered on behalf shall be of such party;no further force or effect. (b) The Borrowers shall have reimbursed or paid all reasonable and documented out-of-pocket expenses incurred in connection with the Loan Documents (including (i) all agency fees and reasonable and documented expenses of the Administrative Agent and the Collateral Agent, (ii) all fees and expenses of Milbank Tweed Hadley & ▇▇▇▇▇▇ LLP (“Milbank”) and PJT Partners (“PJT”) on behalf of the Administrative Agent and the Collateral Agent, in each case to the extent the amounts set forth in each of the invoices delivered by Milbank and PJT have been agreed to between the Borrowers and such invoicing party, as applicable, and the invoices are accepted by the Borrowers and (iii) incurred in connection with this Amendment (and any other documents prepared in connection herewith and the consummation and administration of the transactions contemplated hereby)); provided that if (A) with respect to clause (ii) above, such agreement between the Borrowers and Milbank or PJT, as applicable, and such acceptance by the Borrowers, in each case does not occur on or prior to February 15, 2018 or (B) the payments required by this clause (b) are not satisfied in full in cash on or prior to the date that is the earlier of (I) February 23, 2018 and (II) the date the condition set forth in clause (g) below is satisfied, the effectiveness of this Amendment with respect to the Consenting Lenders as set forth in Section 4 above shall be null and void ab initio and this Amendment shall be of no further force or effect. (c) The Administrative Agent shall have received each of all written financial information reasonably requested from the items set forth on Annex C attached hereto, in each case, in form and substance reasonably acceptable Borrowers prior to the Administrative 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 Final 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 The Administrative Agent shall have received documents or information related to the Loan Documents (in the case of expenses, Collateral Vessels or West Vencedor to the extent invoiced at least one (1) Business Day such documents or information has been reasonably requested prior to the First Final Amendment Effective Date; provided that this clause (c) shall have been paid not preclude the Administrative Agent from requesting additional documents or information related to the proceeds of the First Amendment Effective Date Term Loans;Collateral Vessels or West Vencedor on a going forward basis. (e) The Administrative Agent shall have received a certificate from the truth and accuracy chief financial officer of the representations Borrowers certifying as to the solvency of the Loan Parties and warranties in Section 5 hereof; andtheir Subsidiaries on a consolidated basis on the Final Amendment Effective Date. (f) both immediately before and after 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 under this AmendmentAmendment as of the Final Amendment Effective Date, no Default or Event of Default shall exist. (other than g) Each of the Designated Defaults) SDLP Facilities shall have occurred been, or simultaneously with the giving effect to the consummation of the transactions contemplated under this Amendment, will be amended, waived or otherwise modified to suspend or otherwise remove the need for the obligors under each SDLP Facility to comply with equivalent provision of the Combined Senior Secured Net Leverage Ratio covenant set forth in Section 22 and any applicable Schedule thereof. The Borrowers shall immediately certify in writing to the Administrative Agent as to the effectiveness of such amendment, waiver or other modification; provided that if this clause (g) is not satisfied on or prior to February 23, 2018, the effectiveness of this Amendment with respect to the Consenting Lenders as set forth in Section 4 above shall be continuingnull and void ab initio and this Amendment shall be of no further force or effect. Upon the occurrence of the Final Amendment Effective Date, the Existing Credit Agreement, as amended by this Amendment, shall be deemed effective retroactively to the Lender Amendment Effective Date and all terms, covenants and conditions set forth in the Existing Credit Agreement, as amended by this Amendment, and in this Amendment, in each case shall be applicable from and after February 12, 2018.

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 not be effective on the first date (the “First Amendment Effective Date”) when, and only when, until each of the applicable following conditions set forth below have precedent has been satisfied (or waived) in accordance with fulfilled to the terms hereinreasonable satisfaction of the Administrative Agent: (a) The Administrative Agent shall have received counterparts of this Amendment duly executed and delivered by 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. (i) The Term Loan Agreement shall have been entered into and shall be in form and substance satisfactory to the Administrative Agent, and contemporaneously herewith, the Borrowers shall have received at least $160,000,000 of gross proceeds from the term loan made pursuant to the Term Loan Agreement, (ii) a Responsible Officer of the Lead Borrower shall have delivered a certificate to the Administrative Agent, in form and substance satisfactory to the Administrative Agent, which certificate shall attach the Term Loan Agreement, any related documents and all other Term Documents and certify that such documents are true, correct and complete copies of all Term Documents, and (iii) the Term Loan Agreement shall be in full force and effect and no “Default” or “Event of Default” (each as defined in the Term Loan Agreement) shall exist, or would result from the consummation of the transactions hereunder. (d) All obligations and indebtedness in respect of the Term Documents (as defined in the Credit Agreement as in effect immediately prior to the Fifth Amendment Effective Date) shall be repaid and satisfied in full (or shall be repaid and satisfied in full on the Fifth Amendment Effective Date), including, without limitation, the termination of all outstanding commitments in effect under such Term Documents, on terms and conditions and pursuant to documentation reasonably satisfactory to the Administrative Agent. All Liens and guarantees in respect of such obligations shall have been terminated and released (or will, on the Fifth Amendment Effective Date, be terminated and released), and the Administrative Agent shall have received from evidence thereof reasonably satisfactory to the BorrowerAdministrative Agent and a “pay-off” letter reasonably satisfactory to the Administrative Agent with respect to such obligations and such UCC termination statements, control agreement terminations and other instruments and documents, in each other Loan Partycase in proper form for recording, the Existing Lenders constituting Required Lenders and each First Amendment Effective Date Term Lender a counterpart to this Amendment, duly executed and delivered on behalf of such party; (b) as the Administrative Agent shall have received each reasonably requested to release and terminate of record the items set forth on Annex C attached heretoLiens securing such obligations (or arrangements for such release and termination reasonably satisfactory to the Administrative Agent shall have been made). (e) The Intercreditor Agreement shall have been duly executed by all parties thereto and delivered to the Administrative Agent, in each case, and shall be in form and substance reasonably acceptable satisfactory to the Administrative 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 The Administrative Agent shall have received favorable opinions of Winston & S▇▇▇▇▇ LLP, counsel to the Loan Parties, Ray, Q▇▇▇▇▇▇ & N▇▇▇▇▇▇, special Utah counsel to the Loan Parties, and after giving effect L▇▇▇▇▇▇▇▇ & V▇▇▇▇▇ LLP, special Minnesota counsel to the Loan Parties, in each case addressed to the Administrative Agent and each other Credit Party, as to such matters concerning the Loan Parties, this Amendment, Amendment and the funding other Loan Documents as the Administrative Agent may reasonably request. (g) The Loan Parties shall have paid in full all reasonable costs and expenses of the First Agents (including, without limitation, reasonable attorneys’ fees) in connection with the preparation, negotiation, execution and delivery of this Amendment Effective Date Term Loans and the consummation of the other transactions contemplated by this Amendment, no related documents. (h) No Default or Event of Default shall have occurred and be continuing. (other than i) No “Default” or “Event of Default” (each as defined in the Designated DefaultsTerm Credit Agreement) shall have occurred and be continuing. (j) The Administrative Agent shall have received such additional documents, instruments, and agreements as any Agent may reasonably request in connection with the transactions contemplated hereby.

Conditions to Effectiveness. This Amendment Section 1 of this Second Amended and each First Amendment Effective Date Term Lender’s obligation to provide the First Amendment Effective Date Term Loan Commitments Restated Credit Agreement (this “Second Amendment”) shall become be effective on the first date as of September 6, 2018 (the “First Second Amendment Effective Date”) when, when and only when, each of the applicable conditions set forth below have been satisfied (or waived) in accordance with the terms hereinif: (ai) the Company, the Issuing Bank and each Lender shall have executed and delivered to the Administrative Agent executed counterparts of this Second Amendment; (ii) the Administrative Agent shall have received from one or more counterparts of the BorrowerSecond Amended and Restated Letter Agreement, each other Loan Partydated as of September 6, 2018 (the Existing Lenders constituting Required Lenders “Second Amended and each First Amendment Effective Date Term Lender a counterpart to this AmendmentRestated Fee Letter”), which amends the Amended and Restated Letter Agreement, duly executed by the Company and delivered on behalf of such partyGSMC; (biii) the Administrative Agent shall have received each (a)(1) a certificate of the items Secretary or an Assistant Secretary of the Company to the effect that the resolutions authorizing the execution, delivery and performance of the Credit Agreement, the Reimbursement Agreement and the Fee Letter remain in full force and effect, have not been rescinded, amended or otherwise modified and authorize the amendments made in this Second Amendment and the Second Amended and Restated Fee Letter, (2) such documents and certificates as the Administrative Agent or its counsel may reasonably request relating to the organization, existence and good standing, if applicable, of the Company, and the enforceability of the Second Amendment and the Second Amended and Restated Fee Letter and the Credit Agreement as amended thereby, (b) an opinion, dated the Second Amendment Effective Date, of either ▇▇▇▇▇ Day, special counsel for the Company, or in-house counsel for the Company relating to the due authorization of this Second Amendment and the Second Amended and Restated Fee Letter and (c) a Company Certificate, dated the Second Amendment Effective Date, confirming compliance with the conditions set forth on Annex C attached heretoin clauses (b) and (c) of the first sentence of Section 4.02 of the Credit Agreement and this Second Amendment, in each casethe case of clauses (a), (b) and (c) all in form and substance reasonably acceptable satisfactory to the Administrative Agent;Agent and its counsel; and (civ) 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 of the Company set forth in Section 5 hereof; and (f) both 3 below shall be true and correct on and as of the Second Amendment Effective Date as though made on and as of such date, and at the time of and 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 Second Amendment, no Default or Event of Default (other than the Designated Defaults) shall have occurred and be continuing. The Administrative Agent shall provide the Company, the Lenders and the Issuing Bank written notice immediately upon the occurrence of the Second Amendment Effective 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 and as of the date when each of the following conditions precedent shall have been satisfied in a manner satisfactory to Administrative Agent (the first date (upon which all such conditions have been satisfied being herein called the “First Amendment Effective Date”) when, ): 3.1 All representations and only when, each warranties of the applicable conditions Credit Parties set forth below have been satisfied herein shall be true and correct in all material respects as of the Amendment Effective Date as if made on such date (it being understood and agreed that any representation or waived) warranty which by its terms is made as of a specified date shall be required to be true and correct in accordance with all material respects only as of such specified date). 3.2 No Default or Event of Default shall exist or would result from the terms herein:execution and delivery of this Amendment or the consummation of the Brake Spin, other than any such Default or Event of Default which would be waived by operation of Section 2 above. (a) the 3.3 The Administrative Agent shall have received (x) fully executed counterparts of this Amendment from each of the BorrowerCredit Parties and the Required Lenders, each other Loan Party(y) a completed and executed Borrowing Base Certificate prepared giving effect to the Brake Spin, the Existing Lenders constituting Required Lenders and each First Amendment Effective Date Term Lender a counterpart to this Amendment, duly executed and delivered on behalf of such party; (bz) the certificate required by the definition of Tier I Payment Conditions completed to the reasonable satisfaction of the Administrative Agent. 3.4 Since the date of the most recent audited annual consolidated financial statements of Holdings delivered to the Administrative Agent pursuant to Section 9.01(b) of the Credit Agreement, there has not been any event, development, change or circumstance that has had, or could reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect. 3.5 The Administrative Agent shall have received each copies of all necessary consents and/or amendments (if any) to consummate the transactions contemplated hereby under and pursuant to the Existing Senior Subordinated Notes Documents, any Additional Senior Subordinated Notes Documents, the Senior Secured Notes Documents and any Additional Senior Secured Notes Documents, together with evidence satisfactory to the Administrative Agent that the Noteholder Collateral Agent’s Lien on the Collateral of the items set forth Brake Division will be released simultaneously with the Brake Spin, including, without limitation, executed releases (in form and substance satisfactory to it) of the Noteholder Collateral Agent’s Liens. 3.6 The Administrative Agent shall have received a copy of the third party valuation of the Brake Business. 3.7 The Administrative Agent shall have received fully executed Collateral Access Agreements, in form and substance reasonably satisfactory to the Administrative Agent, in respect of any locations owned by Brake Parts Inc LLC where Collateral of any Credit Party will be located after the consummation of the Brake Spin. 3.8 The Administrative Agent shall have received a certificate in form and substance reasonably satisfactory to the Administrative Agent, dated the Amendment Effective Date and signed on Annex C attached heretobehalf of the Company by the chairman of the board, the chief executive officer, the president, the chief financial officer, the treasurer or any vice president of Company, certifying on behalf of Company and the Credit Parties that the conditions in Sections 3.1, 3.2 and 3.4 of this Amendment have been satisfied on the Amendment Effective Date. 3.9 The Credit Parties shall have paid to the Administrative Agent all reasonable and documented out-of-pocket costs and expenses (including reasonable fees and expenses of a single counsel and (if reasonably deemed necessary or appropriate by the Administrative Agent and Lead Arranger) of any special or local counsel for the Administrative Agent in connection therewith) subject to Section 13.01(a) of the Credit Agreement and, to the extent then invoiced, with such invoices provided to the Company at least one Business Day prior to the Amendment Effective Date, in each case, in form and substance reasonably acceptable to the Administrative 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.

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 when, each of the applicable conditions set forth below shall have been satisfied (or waived) waived in accordance with the terms herein:herein (such date, the “Second Amendment Effective Date”): (a) the Administrative Agent shall have received from duly executed counterparts of this Amendment by the Borrower, each other Loan PartyHoldings, the Existing Guarantors (including the New Obligors, provided that the New Obligors’ signature pages shall not become effective until the U.S. Well Merger has been consummated), and the Lenders constituting Required Lenders under the Existing Credit Agreement as required hereby and each First Amendment Effective Date Term Lender a counterpart pursuant to this Amendment, duly executed and delivered on behalf of such partythe Credit Agreement; (b) the Administrative Agent shall have received duly executed copies of any documents required to join the each of the items U.S. Well Entities (collectively, the “New Obligors”) to the Credit Agreement and the Loan Documents as Guarantors, as may be reasonably requested by and in form and substance reasonably satisfactory to the Agent pursuant to Section 8.23 of the Credit Agreement and the Collateral and Guarantee Requirements, including but not limited to the following (in each case, provided that the signature pages of the New Obligors shall not become effective until the U.S. Well Merger has been consummated): (i) a “Guaranty Agreement Supplement” referred to in the Guarantee Agreement guaranteeing the Obligations under the Loan Documents; (ii) a “Security Agreement Supplement” referred to in the Security Agreement; (iii) a Perfection Certificate; (iv) a legal opinion from ▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP, counsel to the New Obligors, addressed to the Agent and the Lenders as of the Second Amendment Effective Date; (v) a certificate executed by a Responsible Officer of each New Obligor, substantially in the form of Exhibit G to the Existing Credit Agreement, which attaches (i) resolutions or other equivalent action documentation authorizing the Amendment and the other Loan Documents to which such New Obligor is a party, (ii) incumbency certificates, (iii) Organization Documents and (iv) good standing certificates; (vi) instruments evidencing the intercompany Debt held by each New Obligor and required to be pledged pursuant to the Collateral and Guarantee Requirement (including the execution of the Subordinated Intercompany Note), indorsed in blank to the Collateral Agent; (vii) any original stock certificates representing the pledged Stock constituting Collateral (to the extent such Stock is certificated) of the New Obligors, together with customary blank stock or unit transfer powers and irrevocable powers duly executed in blank (provided that such stock certificates shall not become effective until the U.S. Well Merger is consummated); and (viii) any required Intellectual Property security agreements and other security agreements and joinders or supplements thereto, certificates and other documents as reasonably requested by and in form and substance reasonably satisfactory to the Agent (it being understood and agreed that any certificates and other documents that are consistent with those delivered by the Obligors on the Closing Date shall be deemed to be in form and substance reasonably satisfactory to the Agent). (c) the Agent shall have received all fees and amounts due and payable on or prior to the Second Amendment Effective Date to the extent invoiced at least two (2) Business Days prior to the Second 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; (d) the representations and warranties set forth on Annex C attached heretoin 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 Second Amendment to ABL 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 or shall result, in each case, after giving effect to this Amendment and the Second Amendment to ABL Credit Agreement; (f) the Agent and the Lenders party hereto shall have received a certificate signed by a Responsible Officer of the Borrower certifying as to the satisfaction of the conditions set forth in Section 2(d) and Section 2(e) of this Amendment; (g) [**]; (h) the Agent shall have received a copy of an executed Second Amendment of the ABL Credit Agreement in form and substance reasonably satisfactory to the Agent and the Required Lenders ; and (i) the Agent shall have received a copy of an executed amendment to the ABL Intercreditor Agreement, dated as of the Second Amendment Effective Date (the “Second Amendment to Intercreditor Agreement”), by and among the Agent, the ABL Collateral Agent, and the Obligors, in form and substance reasonably acceptable satisfactory to the Administrative Agent; Agent and the Required Lenders (c) receipt by provided that 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 signature pages of the aggregate amount of New Obligors shall not become effective until 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 U.S. Well Merger has been consummated). By executing 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 delivering its signature page to this Amendment, each Lender acknowledges and agrees that the funding of the First Amendment Effective Date Term Loans and the consummation of the other transactions contemplated by conditions precedent set forth in this Amendment, no Default or Event of Default (other than the Designated Defaults) shall Section 2 have occurred and be continuingbeen satisfied.

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 as of the date first date (written above upon the “First Amendment Effective Date”) when, and only when, satisfaction of each of the applicable following conditions set forth below have been satisfied (or waived) precedent, each in accordance with form and substance acceptable to the terms hereinundersigned Lenders: (a) Agent and the Administrative Agent undersigned Lenders shall have received from a fully executed copy of this Amendment (including the BorrowerConsent and Reaffirmation attached hereto) in form and substance acceptable to the undersigned Lenders, each together with such other Loan Partydocuments, agreements and instruments as the Existing undersigned Lenders constituting Required Lenders and each First Amendment Effective Date Term Lender a counterpart to this Amendment, duly executed and delivered on behalf of such partymay require or reasonably request; (b) Agent and the Administrative Agent undersigned Lenders shall have received each a fully executed copy of a consent and amendment to the ABL Credit Agreement, in form and substance acceptable to the undersigned Lenders (the “ABL Consent and Amendment”), pursuant to which the Lenders and Agent under the ABL Credit Agreement shall consent to the terms of this Amendment (including the making by the Borrowers of all prepayments of Term Loans pursuant to, and as contemplated by, clauses (iv) and (v) of Section 2.8(b) of the items Credit Agreement, as in effect after giving effect to this Amendment, without requirement for any additional consent from such Lenders or Agent under the ABL Credit Agreement after the date hereof so long as such prepayments are consummated in accordance with the provisions of the Credit Agreement and this Amendment); (c) Borrowers shall have prepaid (or shall prepay concurrently with the satisfaction of the other conditions to effectiveness set forth in this Section 5 of this Amendment) the outstanding principal amount of the Term Loans in an amount equal to $15,000,000 as required pursuant to Section 2.8(b)(iv) of the Credit Agreement (as in effect after giving effect to this Amendment); (d) after giving effect to this Amendment, the representations and warranties contained in this Amendment and in the Credit Agreement (as amended hereby) and each other Loan Document shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) on Annex C attached heretoand as of the date of this Amendment, in each case as if made on and as of such date, other than representations and warranties that expressly relate solely to an earlier date (in which case such representations and warranties were true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) on and as of such earlier date); (e) no Default or Event of Default shall have occurred and be continuing on the date hereof, after giving effect to the effectiveness of this Amendment; and (f) all fees and out-of-pocket expenses required to be paid under the Credit Agreement, this Amendment and each other Loan Document (including the outstanding fees and expenses of the Lenders and the Agent required to be paid hereunder, including without limitation, legal fees and expenses of Agent and the Lenders), shall have been paid by the Loan Parties, in each case, in form and substance reasonably acceptable to the Administrative 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 extent 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 have been invoiced to be paid on the First Amendment Effective Date pursuant to the Loan Documents (in the case of expenses, to the extent invoiced Borrowers 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 date 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.

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 as of the first date (the “First Amendment Effective Date”) when, and only when, each all of the applicable following conditions set forth below have been satisfied as determined in Collateral Agent’s discretion (or waived) in accordance with such date, the terms herein:“Third Amendment Effective Date”): (a) the Administrative Collateral Agent shall have received from this Amendment duly executed by the BorrowerLoan Parties, each other Loan Party, the Existing Lenders constituting Required Lenders Agent and each First Amendment Effective Date Term Lender a counterpart to this Amendment, duly executed and delivered on behalf of such partyLender; (b) the Administrative Collateral Agent shall have received each of the items set forth Fee Letter (as amended and restated on Annex C attached heretothe Third Amendment Effective Date), in each case, in form duly executed by the Borrowers and substance reasonably acceptable to the Administrative AgentAgents; (c) receipt by Collateral Agent shall have received the Administrative Agent in dollars Side Letter (as amended 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 restated on the First Third Amendment Effective Date), a non-refundable closing fee in an aggregate amount equal to 2.50% ($1,250,000.00) of duly executed by the aggregate principal amount of Borrowers and 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 LoansAgents; (d) all fees and expenses required to be The Borrowers shall have paid on or before the First Third Amendment Effective Date all fees, costs and expenses then invoiced and payable, if any, pursuant to the Loan Documents this Amendment and Section 2.06 (including fees provided for in the case of expenses, to the extent invoiced at least one (1Fee Letter) Business Day prior to the First Amendment Effective Date) shall have been paid from the proceeds and 12.04 of the First Amendment Effective Date Term Loans;Financing Agreement; and (e) the truth and accuracy of the The representations and warranties contained in Section 5 hereof; and (f) both immediately before and after giving effect to this Amendment, the funding in Article VI of the First Financing Agreement and in each other Loan Document, certificate or other writing delivered to any Agent or any Lender pursuant hereto or thereto on or prior to the Third Amendment Effective Date Term Loans are true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations or warranties that already are qualified or modified as to “materiality” or “Material Adverse Effect” in the consummation text thereof, which representations and warranties shall be true and correct on and as of such earlier date in all respects subject to such qualification) on and as of such date as though made on and as of such date, except to the other transactions contemplated by this Amendmentextent that any such representation or warranty expressly relates solely to an earlier date in which case such representation or warranty shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations or warranties that already are qualified or modified as to “materiality” or “Material Adverse Effect” in the text thereof, which representations and warranties shall be true and correct in all respects subject to such qualification) on and as of such earlier date, and no Default or Event of Default (other than the Designated Defaults) shall have has occurred and be continuingis continuing as of the Third Amendment Effective Date (as defined below) or would result from this Amendment becoming effective in accordance with its terms.