Common use of Conditions to Effectiveness Clause in Contracts

Conditions to Effectiveness. This Agreement shall become effective on the date (the “Incremental 2012 Term Effective Date”) that is the first Business Day on which the following conditions are satisfied or waived (provided that Section 2 hereof may be modified to make ministerial changes to reflect the completion of the Incremental 2012 Term Effective Date in a manner as reasonably agreed between the Borrower and the Administrative Agent): (a) the Administrative Agent shall have received executed signature pages to this Amendment from US Holdings, the Borrower, each other Credit Party that is party to a Credit Document and Citibank, N.A., in its capacity as Administrative Agent and Collateral Agent; (b) each of the conditions to effectiveness of the December 2012 Extension Amendment shall have been satisfied except with respect to the payment of the Extension Fee set forth therein; (c) the Administrative Agent shall have received (A) a certificate of an Authorized Officer of each Credit Party attaching (x) a copy of the resolutions, in form and substance reasonably satisfactory to the Administrative Agent, of the board of directors, other managers or general partner of each Credit Party (or a duly authorized committee thereof) authorizing the execution, delivery and performance of this Agreement and the December 2012 Extension Amendment and the performance of the Credit Agreement and the other Credit Documents, in each case as modified by this Agreement and the December 2012 Extension Amendment, (y) true and complete copies of the Organizational Documents of the Credit Parties (which may be incorporated by reference into such certificate to the extent the same are publicly available on the SEC’s website at ▇▇▇.▇▇▇.▇▇▇ in filings identified in such certificate), in each case certified as of the Incremental 2012 Term Effective Date by such Authorized Officer as being in full force and effect without modification or amendment, (B) signature and incumbency certificates of each officer executing this Agreement and the December 2012 Extension Amendment or any other document delivered in connection herewith or therewith on behalf of each Credit Party and (C) good standing certificates for each Credit Party for each jurisdiction in which such Credit Party is organized; and (d) the Administrative Agent shall have received from ▇▇▇▇▇▇, ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, counsel to the Borrower, executed legal opinions covering such matters as the Administrative Agent may reasonably request and otherwise reasonably satisfactory to the Administrative Agent.

Conditions to Effectiveness. This Agreement The effectiveness of this Amendment shall become effective on the date (the “Incremental 2012 Term Amendment No. 3 Effective Date”) that is , which shall be the first Business Day on which the following conditions are satisfied or waived (provided that Section 2 hereof may be modified to make ministerial changes to reflect the completion of the Incremental 2012 Term Effective Date in a manner as reasonably agreed between the Borrower and the Administrative Agent):waived: (ai) the Administrative Agent (or its counsel) shall have received executed signature pages to counterparts of this Amendment from US or Consent that, when taken together, bear the signatures of (A) each Revolving Lender, (B) the Administrative Agent, (C) Holdings, (D) the Borrower, Borrower and (E) each other Credit Party that is party to a Credit Document and Citibank, N.A., in its capacity as Administrative Agent and Collateral AgentSubsidiary Loan Party; (b) each of the conditions to effectiveness of the December 2012 Extension Amendment shall have been satisfied except with respect to the payment of the Extension Fee set forth therein; (cii) the Administrative Agent Agent’s receipt of the following, each of which shall have received be originals or facsimiles or electronic copies (followed promptly by originals) unless otherwise specified: (A) a certificate written opinion of an Authorized Officer of each Credit Party attaching (x) a copy of the resolutions, in form and substance reasonably satisfactory to the Administrative Agent, of the board of directors, other managers or general partner of each Credit Party (or a duly authorized committee thereof) authorizing the execution, delivery and performance of this Agreement and the December 2012 Extension Amendment and the performance of the Credit Agreement and the other Credit Documents, in each case as modified by this Agreement and the December 2012 Extension Amendment, (y) true and complete copies of the Organizational Documents of the Credit Parties (which may be incorporated by reference into such certificate to the extent the same are publicly available on the SEC’s website at ▇▇▇.▇▇▇.▇▇▇ in filings identified in such certificate), in each case certified as of the Incremental 2012 Term Effective Date by such Authorized Officer as being in full force and effect without modification or amendment, (B) signature and incumbency certificates of each officer executing this Agreement and the December 2012 Extension Amendment or any other document delivered in connection herewith or therewith on behalf of each Credit Party and (C) good standing certificates for each Credit Party for each jurisdiction in which such Credit Party is organized; and (d) the Administrative Agent shall have received from ▇▇▇▇▇▇, ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, counsel to for the BorrowerLoan Parties, executed legal opinions covering such matters as the Administrative Agent may reasonably request in a form and otherwise substance reasonably satisfactory to the Administrative Agent, as to matters substantially similar to those covered in the corresponding opinion delivered on the Effective Date and the Amendment No. 2 Effective Date; (B) the Administrative Agent shall have received a certificate of each Loan Party as of the Amendment No. 3 Effective Date, dated the Amendment No. 3 Effective Date, substantially in the form of Exhibit G to the Credit Agreement or such other form reasonably acceptable to the Administrative Agent with appropriate insertions, executed by any Responsible Officer of such Loan Party, and attaching the documents referred to in clause (C) below; and (C) the Administrative Agent shall have received (i) resolutions of the Board of Directors and/or similar governing bodies of each Loan Party approving and authorizing the execution, delivery and performance of the Amendment (including the reaffirmations set forth herein) (and any agreements relating thereto) to which it is a party, certified as of the Amendment No. 3 Effective Date by its secretary, an assistant secretary or a Responsible Officer as being in full force and effect without modification or amendment and (ii) a good standing certificate as of a recent date from the applicable Governmental Authority of each Loan Party’s jurisdiction of incorporation, organization or formation; (iii) the fees in the amounts previously agreed in writing by Citigroup Global Markets Inc. and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Senior Funding, Inc. (the “Amendment No. 3 Arrangers”) to be received on the Amendment No. 3 Effective Date and all reasonable and documented or invoiced out-of-pocket costs and expenses (including the reasonable fees, charges and disbursements of ▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, as counsel to the Amendment No. 3 Arrangers, and due diligence expenses) incurred in connection with the transactions contemplated hereby for which invoices have been presented at least one (1) Business Day prior to the Amendment No. 3 Effective Date shall have been, or will be substantially simultaneously, paid in full; (iv) the representations and warranties of each Loan Party set forth in the Section 4 of this Amendment shall be true and correct in all material respects on and as of the Amendment No. 3 Effective Date before and after giving effect to this Amendment No. 3; provided that, to the extent that such representations and warranties specifically refer to an earlier date or period, they shall be true and correct in all material respects as of such earlier date or period; 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 date of such borrowing or on such earlier date, as the case may be (after giving effect to such qualification); and (v) no Default or Event of Default shall have occurred and be continuing.

Conditions to Effectiveness. This Agreement The effectiveness of this Amendment and the obligations of the Term B-2 Lenders to make the Term B-2 Loans shall become effective on the date (the “Incremental 2012 Term Amendment No. 2 Effective Date”) that is , which shall be the first Business Day on which the following conditions are satisfied or waived (provided that Section 2 hereof may be modified to make ministerial changes to reflect the completion of the Incremental 2012 Term Effective Date in a manner as reasonably agreed between the Borrower and the Administrative Agent):waived: (ai) the Administrative Agent (or its counsel) shall have received executed signature pages to counterparts of this Amendment from US Holdingsor Consent that, when taken together, bear the Borrower, each other Credit Party that is party to a Credit Document and Citibank, N.A., in its capacity as Administrative Agent and Collateral Agent; (b) each signatures of the conditions to effectiveness of the December 2012 Extension Amendment shall have been satisfied except with respect to the payment of the Extension Fee set forth therein; (c) the Administrative Agent shall have received (A) a certificate of an Authorized Officer of each Credit Party attaching Cashless Option Lender and each Post-Closing Option Lender, (xB) a copy of the resolutions, in form and substance reasonably satisfactory to the Administrative Agent, of the board of directors, other managers or general partner of each Credit Party (or a duly authorized committee thereof) authorizing the execution, delivery and performance of this Agreement and the December 2012 Extension Amendment and the performance of the Credit Agreement and the other Credit Documents, in each case as modified by this Agreement and the December 2012 Extension Amendment, (y) true and complete copies of the Organizational Documents of the Credit Parties (which may be incorporated by reference into such certificate to the extent the same are publicly available on the SEC’s website at ▇▇▇.▇▇▇.▇▇▇ in filings identified in such certificate), in each case certified as of the Incremental 2012 Term Effective Date by such Authorized Officer as being in full force and effect without modification or amendment, (B) signature and incumbency certificates of each officer executing this Agreement and the December 2012 Extension Amendment or any other document delivered in connection herewith or therewith on behalf of each Credit Party and (C) good standing certificates for Holdings, (D) the Borrower and (E) each Credit Party for each jurisdiction in which such Credit Party is organized; andSubsidiary Loan Party; (dii) the The Administrative Agent shall have received from ▇▇▇▇▇▇each Additional Term B-2 Lender an executed counterpart to the Joinder Agreement; (iii) The Administrative Agent shall have received a notice of Borrowing for the Additional Term B-2 Loans (whether in writing or by telephone) in accordance with Section 2 hereof; (iv) the Administrative Agent’s receipt of the following, ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP and each of which shall be originals or facsimiles or electronic copies (followed promptly by originals) unless otherwise specified: (A) a written opinion of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, counsel to for the BorrowerLoan Parties, executed legal opinions covering such matters as the Administrative Agent may reasonably request in a form and otherwise substance reasonably satisfactory to the Administrative Agent, as to matters substantially similar to those covered in the corresponding opinion delivered on the Effective Date and the Amendment No. 1 Effective Date; (B) the Administrative Agent shall have received a certificate of each Loan Party as of the Amendment No. 2 Effective Date, dated the Amendment No. 2 Effective Date, substantially in the form of Exhibit G to the Credit Agreement or such other form reasonably acceptable to the Administrative Agent with appropriate insertions, executed by any Responsible Officer of such Loan Party, and attaching the documents referred to in clause (C) below; and (C) the Administrative Agent shall have received (i) resolutions of the Board of Directors and/or similar governing bodies of each Loan Party approving and authorizing (a) the execution, delivery and performance of the Amendment (including the reaffirmations set forth herein) (and any agreements relating thereto) to which it is a party and (b) in the case of the Borrower, the extensions of credit contemplated hereunder, certified as of the Amendment No. 2 Effective Date by its secretary, an assistant secretary or a Responsible Officer as being in full force and effect without modification or amendment and (ii) a good standing certificate as of a recent date from the applicable Governmental Authority of each Loan Party’s jurisdiction of incorporation, organization or formation; (v) pursuant to Section 2.11(a)(i) of the Credit Agreement, substantially simultaneously with the closing of Amendment No. 2, the Borrower shall have paid to the Administrative Agent for the account of each Term Lender with an Initial Term Loan or an Incremental Term B-1 Loan immediately prior to the conversion of such Term Loans into Term B-2 Loans and, if applicable, the borrowing of the Additional Term B-2 Loans, a fee (the “Prepayment Premium”) equal to 1.00% of the sum of the aggregate outstanding principal amount of (x) Initial Term Loans and (y) the Incremental Term B-1 Loans, of each Existing Lender immediately prior to the effectiveness hereof; (vi) the fees in the amounts previously agreed in writing by Citigroup Global Markets Inc. and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Senior Funding, Inc. (the “Amendment No. 2 Arrangers”) to be received on the Amendment No. 2 Effective Date and all reasonable and documented or invoiced out-of-pocket costs and expenses (including the reasonable fees, charges and disbursements of ▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, as counsel to the Amendment No. 2 Arrangers, and due diligence expenses) incurred in connection with the transactions contemplated hereby for which invoices have been presented at least one (1) Business Day prior to the Amendment No. 2 Effective Date shall, upon the Borrowing of the Term B-2 Loans, have been, or will be substantially simultaneously, paid in full; (vii) the representations and warranties of each Loan Party set forth in the Section 5 of this Amendment shall be true and correct in all material respects on and as of the Amendment No. 2 Effective Date before and after giving effect to this Amendment No. 2 and the borrowing of the Term B-2 Loans and to the application of proceeds therefrom; provided that, to the extent that such representations and warranties specifically refer to an earlier date or period, they shall be true and correct in all material respects as of such earlier date or period; 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 date of such borrowing or on such earlier date, as the case may be (after giving effect to such qualification); and (viii) no Default or Event of Default shall have occurred and be continuing or would result from the incurrence of the Term B-2 Loans or from the application of the proceeds therefrom.

Conditions to Effectiveness. This Agreement Amendment shall become effective on the date (the “Incremental 2012 Term Amendment Effective Date”) that is the first Business Day on which each of the following conditions are satisfied or waived (provided that Section 2 hereof may be modified to make ministerial changes to reflect precedent has been fulfilled as determined by the completion of the Incremental 2012 Term Effective Date in a manner as reasonably agreed between the Borrower and the Administrative Agent):: (a) This Amendment shall have been duly executed and delivered by Holdings, the Administrative Borrowers, the L/C Lenders parties hereto, the Agent and the Issuing Bank, and the Agent shall have received executed signature pages to this Amendment from US Holdingscounterparts hereof that, when taken together, bear the Borrower, signatures of each of the other Credit Party that is party to a Credit Document and Citibank, N.A., in its capacity as Administrative Agent and Collateral Agent;parties hereto. (b) The Agent’s receipt of the following, each of the conditions to effectiveness which shall be originals or pdf copies (followed promptly by originals) unless otherwise specified, each properly executed by an Authorized Officer of the December 2012 Extension signing Loan Party, each dated as of the Amendment shall have been satisfied except with respect Effective Date (or, in the case of certificates of governmental officials, a recent date before the Amendment Effective Date) and each in form and substance satisfactory to Agent: i. a reaffirmation agreement (the “Amendment Reaffirmation Agreement”) reaffirming (i) the guaranty and the liens granted under the Guarantee and Collateral Agreement (as amended prior to the payment of date hereof) duly executed and delivered by each Loan Party to the Extension Fee set forth therein; Guarantee and Collateral Agreement and (cii) the Administrative liens granted under the Collateral Agreement. ii. such certificates of resolutions or other action, incumbency certificates and/or other certificates of Authorized Officers of each Loan Party as the Agent shall have received may reasonably require evidencing (A) the authority of each Loan Party to enter into this Amendment and the other documents or instruments executed or to be executed in connection with this Amendment to which such Loan Party is a certificate party or is to be a party and (B) the identity, authority and capacity of each Authorized Officer thereof authorized to act as an Authorized Officer in connection with this Amendment and such other documents to which such Loan Party is a party or is to be a party; iii. copies of each Loan Party’s organization or other governing documents and such other documents and certifications as the Agent may reasonably require to evidence that each Loan Party is duly organized or formed, and that each Loan Party is validly existing and in good standing in its jurisdiction of organization (or in the case of this clause (iii), a certification by an Authorized Officer of each Credit Loan Party attaching (x) a copy of that the resolutions, in form and substance reasonably satisfactory applicable organization or other governing documents delivered to the Administrative Agent, of the board of directors, other managers or general partner of each Credit Party (or a duly authorized committee thereof) authorizing the execution, delivery and performance of this Agreement and the December 2012 Extension Agent in connection with Amendment and the performance of the Credit Agreement and the other Credit Documents, in each case as modified by this Agreement and the December 2012 Extension Amendment, (y) true and complete copies of the Organizational Documents of the Credit Parties (which may be incorporated by reference into such certificate to the extent the same are publicly available on the SEC’s website at ▇▇▇.▇▇▇.▇▇▇ in filings identified in such certificate), in each case certified as of the Incremental 2012 Term No. 2 Effective Date by such Authorized Officer as being remain in full force and effect without modification and have not been amended, modified, revoked or amendmentrescinded since such date); (A) an opinion of (i) in house counsel to the Loan Parties, (Bii) signature and incumbency certificates of each officer executing this Agreement and the December 2012 Extension Amendment or any other document delivered in connection herewith or therewith on behalf of each Credit Party and (C) good standing certificates for each Credit Party for each jurisdiction in which such Credit Party is organized; and (d) the Administrative Agent shall have received from Wachtell, Lipton, ▇▇▇▇▇▇, ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP , counsel to the Loan Parties and ▇(iii) ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLPPLLC, local counsel to the BorrowerLoan Parties organized in the states of Michigan, executed legal opinions covering Texas and Illinois, in each case, addressed to the Agent and each Lender as to such matters as the Administrative Agent may reasonably request and otherwise (B) [reserved]; v. a certificate signed by an Authorized Officer of Holdings and the Borrowers certifying (A) the conditions specified in this Section 5 have been satisfied or will be substantially simultaneously with the Amendment Effective Date, (B) the representations and warranties and other conditions made by each Loan Party in or pursuant to this Amendment (including Sections 2, 5.c and 5.d hereof) and the other Loan Documents are true and correct on and as of the date hereof in all material respects, before and after giving effect to the Amendment, as though made on and as of such date, except to the extent that (a) such representations or warranties are qualified by a materiality standard, in which case they shall be true and correct in all respects, and (b) such representations or 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), (C) both immediately before and immediately after giving effect to the Amendment, no event has occurred and is continuing that constitutes a Default or an Event of Default, (D) that no Collateral Coverage Event (as defined in the Indenture for the Existing Second Lien Notes) shall exist as of the date hereof, (E) to the Solvency of the Loan Parties, taken as a whole, as of the Amendment Effective Date after giving effect to the transactions contemplated hereby, and (F) that attached to such certificates are the true and correct executed copies of the Guarantee and Collateral Agreement (as amended) and the Existing Intercreditor Agreement (as amended or amended and restated); vi. results of searches or other evidence reasonably satisfactory to the Administrative Agent (in each case dated as of a date reasonably satisfactory to the Agent) indicating the absence of Liens on the assets of the Loan Parties, except for Liens permitted by Section 6.02(a) of the Amended LC Facility Agreement; vii. such other customary certificates, documents or consents as the Agent reasonably may require; and viii. an Existing Agent Acknowledgement and Consent, duly executed by the Existing Agent and Holdings, and the Borrowers. (c) Since February 3, 2018, there shall not have been any event, circumstance or effect that has had or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. (d) After giving effect to this Amendment and the transactions contemplated hereunder, Capped Excess Availability shall not be less than $150,000,000. (e) The Borrowers shall have paid all fees, expenses and other amounts due and owing to the Agent, the Issuing Bank and the L/C Lenders that have executed this Amendment.

Conditions to Effectiveness. This Agreement The effectiveness of this Amendment and the obligations of the Term B-3 Lenders to make the Term B-3 Loans shall become effective on the date (the “Incremental 2012 Term Amendment No. 4 Effective Date”) that is , which shall be the first Business Day on which the following conditions are satisfied or waived waived: (provided that Section 2 hereof may be modified to make ministerial changes to reflect i) the completion Administrative Agent (or its counsel) shall have received counterparts of this Amendment or Consent that, when taken together, bear the Incremental 2012 Term Effective Date in a manner as reasonably agreed between signatures of (A) each Cashless Option Lender and each Post-Closing Option Lender, (B) the Administrative Agent, (C) Holdings, (D) the Borrower and the Administrative Agent):(E) each Subsidiary Loan Party; (aii) the The Administrative Agent shall have received executed signature pages to this Amendment from US Holdings, a notice of Borrowing for the Borrower, each other Credit Party that is party to a Credit Document and Citibank, N.A., Term B-3 Loans (whether in its capacity as Administrative Agent and Collateral Agentwriting or by telephone) in accordance with Section 2 hereof; (b) each of the conditions to effectiveness of the December 2012 Extension Amendment shall have been satisfied except with respect to the payment of the Extension Fee set forth therein; (ciii) the Administrative Agent Agent’s receipt of the following, each of which shall have received be originals or facsimiles or electronic copies (followed promptly by originals) unless otherwise specified: (A) a certificate written opinion of an Authorized Officer of each Credit Party attaching (x) a copy of the resolutions, in form and substance reasonably satisfactory to the Administrative Agent, of the board of directors, other managers or general partner of each Credit Party (or a duly authorized committee thereof) authorizing the execution, delivery and performance of this Agreement and the December 2012 Extension Amendment and the performance of the Credit Agreement and the other Credit Documents, in each case as modified by this Agreement and the December 2012 Extension Amendment, (y) true and complete copies of the Organizational Documents of the Credit Parties (which may be incorporated by reference into such certificate to the extent the same are publicly available on the SEC’s website at ▇▇▇.▇▇▇.▇▇▇ in filings identified in such certificate), in each case certified as of the Incremental 2012 Term Effective Date by such Authorized Officer as being in full force and effect without modification or amendment, (B) signature and incumbency certificates of each officer executing this Agreement and the December 2012 Extension Amendment or any other document delivered in connection herewith or therewith on behalf of each Credit Party and (C) good standing certificates for each Credit Party for each jurisdiction in which such Credit Party is organized; and (d) the Administrative Agent shall have received from ▇▇▇▇▇▇, ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, counsel to for the BorrowerLoan Parties, executed legal opinions covering such matters as the Administrative Agent may reasonably request in a form and otherwise substance reasonably satisfactory to the Administrative Agent, as to matters substantially similar to those covered in the corresponding opinion delivered on the Effective Date and the Amendment No. 1 Effective Date; (B) the Administrative Agent shall have received a certificate of each Loan Party as of the Amendment No. 4 Effective Date, dated the Amendment No. 4 Effective Date, substantially in the form of Exhibit G to the Credit Agreement or such other form reasonably acceptable to the Administrative Agent with appropriate insertions, executed by any Responsible Officer of such Loan Party, and attaching the documents referred to in clause (C) below; and (C) the Administrative Agent shall have received (i) resolutions of the Board of Directors and/or similar governing bodies of each Loan Party approving and authorizing (a) the execution, delivery and performance of the Amendment (including the reaffirmations set forth herein) (and any agreements relating thereto) to which it is a party and (b) in the case of the Borrower, the extensions of credit contemplated hereunder, certified as of the Amendment No. 4 Effective Date by its secretary, an assistant secretary or a Responsible Officer as being in full force and effect without modification or amendment and (ii) a good standing certificate as of a recent date from the applicable Governmental Authority of each Loan Party’s jurisdiction of incorporation, organization or formation; (iv) the fees in the amounts previously agreed in writing by Citigroup Global Markets Inc. and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Senior Funding, Inc. (the “Amendment No. 4 Arrangers”) to be received on the Amendment No. 4 Effective Date and all reasonable and documented or invoiced out-of-pocket costs and expenses (including the reasonable fees, charges and disbursements of ▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, as counsel to the Amendment No. 4 Arrangers, and due diligence expenses) incurred in connection with the transactions contemplated hereby for which invoices have been presented at least one (1) Business Day prior to the Amendment No. 4 Effective Date shall, upon the Borrowing of the Term B-3 Loans, have been, or will be substantially simultaneously, paid in full; (v) the representations and warranties of each Loan Party set forth in Section 5 of this Amendment shall be true and correct in all material respects on and as of the Amendment No. 4 Effective Date before and after giving effect to this Amendment No. 4 and the borrowing of the Term B-3 Loans and to the application of proceeds therefrom; provided that, to the extent that such representations and warranties specifically refer to an earlier date or period, they shall be true and correct in all material respects as of such earlier date or period; 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 date of such borrowing or on such earlier date, as the case may be (after giving effect to such qualification); and (vi) no Default or Event of Default shall have occurred and be continuing or would result from the incurrence of the Term B-3 Loans or from the application of the proceeds therefrom.

Conditions to Effectiveness. This Sections 1, 2 and 3 of this Agreement shall become effective on only upon the satisfaction of all of the following conditions precedent (the date (of satisfaction of such conditions being referred to herein as the “Incremental 2012 Term Effective Date”) that is the first Business Day on which the following conditions are satisfied or waived (provided that Section 2 hereof may be modified to make ministerial changes to reflect the completion of the Incremental 2012 Term Effective Date in a manner as reasonably agreed between the Borrower and the Administrative Agent): (a) On or before the Administrative Agent Effective Date, Company, Parent and Guarantors shall have received deliver to the Purchasers the following, each, unless otherwise noted, dated the Effective Date: i. copies of all amendments to the Organizational Documents of such Person executed signature pages on or after October 9, 2008, in each case, certified by the Secretary of State of its jurisdiction of organization or, if such document is of a type that may not be so certified, certified by the secretary or similar officer of such Person, together with a good standing certificate from the Secretary of State of its jurisdiction of organization and, to this Amendment the extent generally available, a certificate or other evidence of good standing as to payment of any applicable franchise or similar taxes from US Holdings, the Borrowerappropriate taxing authority of such jurisdiction, each other Credit Party that is party dated a recent date prior to a Credit Document and Citibank, N.A., in its capacity as Administrative Agent and Collateral Agentthe Effective Date; (b) each ii. resolutions of the conditions to effectiveness of the December 2012 Extension Amendment shall have been satisfied except with respect to the payment of the Extension Fee set forth therein; (c) the Administrative Agent shall have received (A) a certificate of an Authorized Officer of each Credit Party attaching (x) a copy of the resolutions, in form and substance reasonably satisfactory to the Administrative Agent, of the its board of directors, other managers manager or general partner sole member, as the case may be, approving and authorizing the execution, delivery, and performance of each Credit Party this Agreement, the Warrants, the Warrant Agreement (or a duly authorized committee thereofas defined below), and the Registration Rights Agreement Acknowledgment (as defined below) and approving and authorizing the execution, delivery and performance of this Agreement and the December 2012 Extension Amendment and the performance payment of the Credit Agreement and the other Credit DocumentsIncremental Indebtedness Notes, in each case as modified by this Agreement and the December 2012 Extension Amendment, (y) true and complete copies of the Organizational Documents of the Credit Parties (which may be incorporated by reference into such certificate to the extent the same are publicly available on the SEC’s website at ▇▇▇.▇▇▇.▇▇▇ in filings identified in such certificate), in each case certified as of the Incremental 2012 Term Effective Date by such Authorized Officer its corporate secretary or an assistant secretary as being in full force and effect without modification or amendment, (B) ; iii. signature and incumbency certificates of each officer its officers executing this Agreement, the Incremental Indebtedness Notes, the Warrants, the Warrant Agreement (as defined below) and the December 2012 Extension Amendment or any other document delivered in connection herewith or therewith on behalf of each Credit Party and Registration Rights Agreement Acknowledgment (C) good standing certificates for each Credit Party for each jurisdiction in which such Credit Party is organizedas defined below); and iv. executed copies of this Agreement, the Incremental Indebtedness Notes, the Warrants, the warrant agreement substantially in the form of an Additional Warrant Agreement except with respect to the issuance date, the warrant holder and the Warrant Shares to be issued thereunder (dthe “Warrant Agreement”), and Parent’s acknowledgment to the Registration Rights Agreement relating to the issuance of the Warrants and the Warrant Shares (the “Registration Rights Agreement Acknowledgment”). (b) The Purchasers and the Administrative Collateral Agent shall have received from ▇▇▇▇▇▇a favorable written opinion of Weil, ▇▇▇▇ Gotshal & ▇▇▇▇▇▇▇▇ LLP and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, counsel for Company, Parent and Guarantors, in the form attached as Exhibit A hereto, dated as of the Effective Date, with respect to the Borrowerenforceability of the Incremental Indebtedness Notes and the other Notes, executed legal opinions covering Warrants, Warrant Agreement, this Agreement, Modified Agreement (as hereinafter defined) and as to such other matters as the Administrative Purchasers and the Collateral Agent may reasonably request request. (c) On or before the Effective Date, all corporate and otherwise other proceedings taken or to be taken in connection with the transactions contemplated hereby and all documents incidental thereto not previously found acceptable by any Purchaser or its counsel shall be satisfactory in form and substance to such Purchaser and such counsel, and such Purchaser and such counsel shall have received all such counterpart originals or certified copies of such documents as such Purchaser may reasonably request. (d) After giving effect to the transactions contemplated by this Agreement, (i) no Default or Event of Default (each as defined under the Note Documents) shall have occurred and be continuing under the Note Documents or result from this Agreement becoming effective in accordance with its terms, (ii) no Default or Event of Default (each as defined under the First Lien Documents) shall have occurred and be continuing under the First Lien Documents or result from this Agreement becoming effective in accordance with its terms, and (iii) no Default or Event of Default (each as defined under the Exchange Note Documents) shall have occurred and be continuing under the Exchange Note Documents or result from this Agreement becoming effective in accordance with its terms, and Company shall have delivered an officer’s certificate to such effect. (e) The Purchasers shall have received a Solvency Certificate from Company and Parent dated as of the Effective Date and addressed to the Purchasers and the Collateral Agent, and in form, scope and substance satisfactory to the Administrative Purchasers, with appropriate attachments and demonstrating that after giving effect to the consummation of the transactions contemplated by this Agreement, Company and Parent, each individually, and Parent and its Subsidiaries, taken as a whole on a consolidated basis, are, and will be Solvent. (f) The Purchasers and the Collateral Agent shall have received a copy of an opinion rendered to the Board of Directors of Parent from Canaccord ▇▇▇▇▇ Inc., stating that the economic terms of the Incremental Indebtedness Notes, pursuant to the terms of this Agreement, are fair to Parent from a financial point of view. (g) The Purchasers and the Collateral Agent shall have received a copy of an opinion from Valuation Research Company rendered to the Finance Committee of the Board of Directors of Parent, in form, scope and substance satisfactory to the Purchasers and the Collateral Agent, with appropriate attachments, demonstrating that after giving effect to the consummation of the transactions contemplated under this Agreement, Company and Parent, each individually, and Parent and its Subsidiaries, taken as a whole on a consolidated basis, are, and will be Solvent. (h) Without limiting any obligation of Company to reimburse the expenses pursuant to the terms of the Note Documents, Company hereby agrees that on or before the Effective Date, Company shall reimburse each Purchaser for any and all out-of-pocket expenses (including reasonable attorneys’ fees) incurred by such Purchaser in connection with this Agreement and the matters related hereto.

Conditions to Effectiveness. This Agreement Second Lien Amendment No. 5 shall become effective on the date (the “Incremental 2012 Term Second Lien Amendment No. 5 Effective Date”) that is on the first Business Day on which the following conditions are satisfied or waived (provided that Section 2 hereof may be modified to make ministerial changes to reflect the completion of the Incremental 2012 Term Effective Date in a manner as reasonably agreed between the Borrower and the Administrative Agent):date when: (a) the Administrative Agent (or its counsel) shall have received the following on or before the Second Lien Amendment No. 5 Effective Date, each properly executed signature pages to this Amendment and delivered: (i) (A) from US Holdingseach Loan Party organized in the United States, United Kingdom, Australia, Grand Duchy of Luxembourg (“Luxembourg”), Ireland, the BorrowerBritish Virgin Islands and the Cayman Islands, in each other Credit Party that is party to a Credit Document case, executed counterparts of this Second Lien Amendment No. 5 and Citibank, N.A., (B) from the 2017-1 Incremental Lenders and the Administrative Agent (in its capacity as Administrative Agent and Collateral Agentsuch), executed counterparts of this Second Lien Amendment No. 5; (bii) each of the conditions to effectiveness of the December 2012 Extension Amendment shall have been satisfied except Collateral Document set forth on Schedule B hereto, duly executed by each applicable Loan Party; (iii) a duly executed Committed Loan Notice with respect to the payment 2017-1 Incremental Loans being borrowed on the Second Lien Amendment No. 5 Effective Date substantially in the form of Exhibit A-1 to the Extension Fee set forth thereinSecond Lien Credit Agreement; (civ) certificates of good standing (to the Administrative Agent shall have received extent such concept exists) from the secretary of state of the state of organization of each Loan Party (or any immediate predecessor thereof) (to the extent such concept exists in such jurisdiction), customary certificates of resolutions or other action, certificates of Responsible Officers of each Loan Party evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Second Lien Amendment No. 5 and the other Loan Documents to which such Loan Party is to become a party on the Second Lien Amendment No. 5 Effective Date (and in the case of each Australian Loan Party, resolving that (A) a certificate of an Authorized Officer of each Credit Party attaching (x) a copy of the resolutionsit is in its best interests to execute this Second Lien Amendment No. 5 and, in form and substance reasonably satisfactory to the Administrative Agentextent applicable, the other Loan Documents to which it will be a party on the Second Lien Amendment No. 5 Effective Date, (B) its execution of the board of directors, other managers or general partner of each Credit Party (or a duly authorized committee thereof) authorizing the execution, delivery and performance of this Agreement and the December 2012 Extension Amendment any such document and the performance of the Credit Agreement its obligations under them does not and the other Credit Documents, in each case as modified by this Agreement and the December 2012 Extension Amendment, (y) true and complete copies will not cause it to contravene Chapter 2E or Part 2J of the Organizational Documents of the Credit Parties (which may be incorporated by reference into such certificate to the extent the same are publicly available on the SEC’s website at ▇▇▇.▇▇▇.▇▇▇ in filings identified in such certificate), in each case certified as of the Incremental 2012 Term Effective Date by such Authorized Officer as being in full force and effect without modification or amendment, (B) signature and incumbency certificates of each officer executing this Agreement and the December 2012 Extension Amendment or any other document delivered in connection herewith or therewith on behalf of each Credit Party Australian Corporations Act and (C) good standing certificates for each Credit guaranteeing or securing, as appropriate, any part of the Commitment would not cause any guarantee, security or similar limit binding on that Australian Loan Party for each jurisdiction in which such Credit Party is organized; andto be exceeded); (dv) the Administrative Agent shall have received a customary legal opinion from ▇▇▇▇▇▇(A) Cleary, ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP and ▇▇▇▇▇▇▇ ▇▇Gottlieb, ▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, New York counsel to the BorrowerLoan Parties, executed legal opinions covering such matters as (B) Young Conway Stargatt & ▇▇▇▇▇▇, LLP, Delaware counsel to certain of the Loan Parties, (C) King & Wood Mallesons, Australian counsel to the Lenders, (D) ▇▇▇▇▇ & ▇▇▇▇▇ LLP, England and Wales counsel to the Lenders and (E) ▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, Singapore counsel to the Lenders; (vi) a solvency certificate from a Financial Officer of Holdings (after giving effect to the 2017-1 Incremental Loans) substantially in the form of Exhibit B hereto; and (vii) an officer’s certificate dated the Second Lien Amendment No. 5 Effective Date from a Responsible Officer of the Borrower Representative substantially in the form of Exhibit A hereto. (b) the Administrative Agent may reasonably request shall have received, at least three (3) Business Days prior to the Second Lien Amendment No. 5 Effective Date, all documentation and other information about Holdings and the Borrowers required under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT ACT that has been requested in writing at least ten (10) Business Days prior to the Second Lien Amendment No. 5 Effective Date; (c) the representations and warranties of the Loan Parties contained in the Loan Documents shall be true and correct in all material respects on and as of the Second Lien Amendment No. 5 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 (after giving effect to any qualification therein) in all respects on such respective dates; (d) no Default shall exist, or would result from the incurrence of the 2017-1 Incremental Loans or from the application of the proceeds therefrom; (e) to the extent invoiced at least two (2) Business Days prior to the Second Lien Amendment No. 5 Effective Date (except as otherwise reasonably satisfactory agreed by the Borrower Representative), all reasonable and documented out-of-pocket costs and expenses of the Administrative Agent due under Section 10.04 of the Second Lien Credit Agreement shall have been paid; and (f) if the Second Lien Amendment No. 5 Effective Date occurs, all fees and, to the Administrative Agentextent invoiced at least two (2) Business Days prior to the Second Lien Amendment No. 5 Effective Date (except as otherwise reasonably agreed by the Borrower Representative), all Attorney Costs of one counsel to the 2017-1 Incremental Lenders incurred in connection with the preparation, negotiation, execution and delivery of this Second Lien Amendment No. 5 shall have been paid.

Conditions to Effectiveness. This TRR Agreement and the New Credit Agreement, including the agreement of each Lender to make Loans thereunder, shall become effective on as of the date hereof (the “Incremental 2012 Term Effective Date”) that is upon the first Business Day on which occurrence of the following conditions are satisfied or waived precedent (provided that which shall be deemed to satisfy Section 2 hereof may be modified to make ministerial changes to reflect the completion 4.1 of the Incremental 2012 Term Effective Date in a manner as reasonably agreed between the Borrower and the Administrative AgentNew Credit Agreement): (a) the The Administrative Agent shall have received executed signature pages to counterparts of this Amendment from US HoldingsTRR Agreement which, when taken together, bear the Borrower, each other Credit Party that is party to a Credit Document and Citibank, N.A., in its capacity as Administrative Agent and Collateral Agent;signatures of all the parties hereto. (b) each of the conditions to effectiveness of the December 2012 Extension Amendment The Administrative Agent shall have been satisfied except with respect received, on behalf of itself and the Lenders, a favorable written opinion of counsel for the Borrower referring to this TRR Agreement and the New Credit Agreement, (i) dated the date hereof, (ii) addressed to the payment of Administrative Agent and the Extension Fee set forth therein;Lenders, and (iii) covering such other matters relating to this TRR Agreement and the transactions hereunder and under the New 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 TRR Agreement, the Administrative Agent shall have received (A) a certificate of an Authorized Officer of each Credit Party attaching (x) a copy of the resolutions, in form and substance reasonably satisfactory to the Administrative Agent, of the board of directors, other managers or general partner of each Credit Party (or a duly authorized committee thereof) authorizing the execution, delivery and performance of this Agreement and the December 2012 Extension Amendment and the performance of the New Credit Agreement and the other Credit Documents, in each case as modified by this Agreement borrowings and the December 2012 Extension Amendment, (y) true and complete copies extensions of the Organizational Documents of the Credit Parties (which may credit thereunder shall be incorporated by reference into such certificate satisfactory to the extent the same are publicly available on the SEC’s website at ▇▇▇.▇▇▇.▇▇▇ in filings identified in such certificate), in each case certified as of the Incremental 2012 Term Effective Date by such Authorized Officer as being in full force Lenders and effect without modification or amendment, (B) signature and incumbency certificates of each officer executing this Agreement and the December 2012 Extension Amendment or any other document delivered in connection herewith or therewith on behalf of each Credit Party and (C) good standing certificates for each Credit Party for each jurisdiction in which such Credit Party is organized; and (d) the Administrative Agent shall have received from ▇▇▇▇▇▇, ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP and ▇▇to ▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, counsel for the Administrative Agent. (d) The Administrative Agent shall have received on the date hereof: (i) a certificate of the Secretary, Assistant Secretary, Chief Financial Officer, Treasurer or Assistant Treasurer of the Borrower dated the date hereof and certifying that attached thereto are true and correct copies of the following: (A) resolutions duly adopted by the Board of Directors of the Borrower authorizing this TRR Agreement and the execution, delivery and performance of this TRR Agreement and the borrowings under the New Credit Agreement, and certifying that such resolutions have not been modified, rescinded or amended and are in full force and effect; (B) any amendments since June 26, 2009 to Borrower’s Articles of Incorporation; (C) any amendments since June 26, 2009 to Borrower’s By-laws; (D) any amendments since June 26, 2009 to Borrower’s Investment Management or Advisory Agreements, Custody Agreements, Administration Agreements, and Transfer Agency Agreements; (E) Borrower’s most recent Prospectus; (F) Borrower’s most recent annual financial report; and (G) Borrower’s most recent semi-annual financial report; (ii) 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 TRR Agreement, the New Credit Agreement or any other document delivered in connection herewith on behalf of Borrower, executed legal opinions covering ; and (iii) such matters other documents as the Lenders or counsel for the Administrative Agent may reasonably request request. (e) The Administrative Agent shall have received all fees and otherwise reasonably satisfactory other amounts due and payable on or prior to the Administrative Agentdate hereof, including, to the extent invoiced, reimbursement or payment of all out-of pocket expenses required to be reimbursed or paid by the Borrower hereunder, and all amounts outstanding or accrued under the Original Credit Agreement shall have been paid in full, including without limitation principal and interest on the Loans, fees and any other amounts outstanding or accrued.

Conditions to Effectiveness. This Agreement Notwithstanding any other provision of this Amendment and without affecting in any manner the rights of the Lenders hereunder, it is understood and agreed that this Amendment shall not become effective on effective, including, without limitation, the date (amendments contained in Section A and the “Incremental 2012 Term Effective Date”) that is waiver contained in Section B, and the first Business Day on which Company shall have no rights hereunder until satisfaction of the following conditions are satisfied precedent on or waived (provided that Section 2 hereof may be modified prior to make ministerial changes to reflect the completion March 27, 2015: 1. The Administrative Agent and Lenders shall have received each of the Incremental 2012 Term Effective Date following documents, each dated as of the date hereof and in a manner as reasonably agreed between the Borrower form and the Administrative Agent): (a) substance satisfactory to the Administrative Agent shall have received and Lenders: a. executed signature pages counterparts to this Amendment from US HoldingsCompany, the Borrower, each other Credit Party that is party to a Credit Document and Citibank, N.A., in its capacity as Administrative Agent and Collateral Agent; (b) each of the conditions to effectiveness Guarantors and the Lenders; b. executed counterparts of the December 2012 Extension Amendment shall have been satisfied except with respect to the payment Intercreditor Agreement from ABL Agent, Company and each of the Extension Fee set forth therein;Guarantors; and (c) the Administrative Agent shall have received (A) a certificate of an Authorized Officer of each Credit Party attaching (x) a copy c. executed counterparts of the resolutionsFee Letter from Company; and d. warrants for Capital Stock of Holdings, in form and substance reasonably satisfactory to the Administrative AgentAgent (collectively, of the board of directors, other managers or general partner of each Credit Party (or a duly authorized committee thereof) authorizing the execution, delivery and performance of this Agreement and the December 2012 Extension Amendment and the performance of the Credit Agreement and the other Credit Documents, in each case as modified by this Agreement and the December 2012 Extension Amendment, (y) true and complete copies of the Organizational Documents of the Credit Parties (which may be incorporated by reference into such certificate to the extent the same are publicly available on the SEC’s website at ▇▇▇.▇▇▇.▇▇▇ in filings identified in such certificate“Warrants”), in each case certified as of the Incremental 2012 Term Effective Date executed by such Authorized Officer as being in full force Holdings and effect without modification or amendment, (B) signature and incumbency certificates of each officer executing this Agreement and the December 2012 Extension Amendment or any other document delivered in connection herewith or therewith on behalf of each Credit Party and (C) good standing certificates for each Credit Party for each jurisdiction in which such Credit Party is organized; and (d) the Administrative Agent shall have received from ▇▇▇▇▇▇, ▇▇▇▇ & ▇issued to ▇▇▇▇▇▇▇ LLP and ▇▇▇▇▇ & Co.; 2. The Administrative Agent shall have received originally executed copies of the favorable written opinions of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Van Deuren s.c., ▇▇▇▇ ▇▇▇▇▇▇▇, Esq., and ▇▇▇▇▇▇▇▇▇ LLP▇▇▇▇▇, P.C., counsel for Credit Parties, as to this Amendment, the Borrower, executed legal opinions covering Warrants (as defined below) and such other matters as the Administrative Agent may reasonably request request, dated as of the Second Amendment Effective Date, and otherwise in form and substance reasonably satisfactory to Administrative Agent. 3. The Administrative Agent shall have received (a) either sufficient copies of each Organizational Document executed and delivered by each Credit Party, as applicable, and, to the extent applicable, certified as of a recent date by the appropriate governmental official, each dated the Second Amendment Effective Date or a recent date prior thereto or, if such Organizational Documents were previously delivered to the Administrative Agent, a certification that such previously delivered Organizational Documents have not been amended and remain in full force and effect; (b) signature and incumbency certificates of the officers of such Person executing the Amendment and the other documents contemplated hereby to which it is a party; (c) resolutions of the Board of Directors or similar governing body of each Credit Party approving and authorizing the execution, delivery and performance of this Amendment and the other documents contemplated hereby, certified as of the Second Amendment Effective Date by its secretary or an assistant secretary as being in full force and effect without modification or amendment; and (d) except with respect to Vertex Merger Sub, LLC, a good standing certificate from the applicable Governmental Authority of each Credit Party’s jurisdiction of incorporation, organization or formation and in each jurisdiction in which it is qualified as a foreign corporation or other entity to do business, each dated a recent date prior to the Second Amendment Effective Date. 4. The Administrative Agent shall have received copies of (a) the fully executed ABL Credit Agreement and each of the “Loan Documents” (as defined in the ABL Credit Agreement) related thereto (certified by an Authorized Officer of the Company), all in form and substance reasonably satisfactory to Administrative Agent, and (b) all lien searches, title commitments (if any) and title policies (if any) delivered to ABL Agent in connection with the ABL Credit Agreement. The ABL Credit Agreement shall have become effective in accordance with its terms and the ABL Agent and lenders under the ABL Credit Agreement shall have made the initial revolving loans thereunder. 5. Holdings and its Subsidiaries shall, contemporaneously with the closing of the Second Amendment, have (i) repaid in full in Cash any ABL Loans (as defined in the Credit Agreement without giving effect to this Amendment) and any other amounts owed under the ABL Credit Agreement (as defined in the Credit Agreement without giving effect to this Amendment), (ii) terminated any commitments to lend or make other extensions of credit thereunder, (iii) delivered to Administrative Agent payoff letter from Bank of America, N.A. and (except to the extent permitted to be delivered following such repayment under the terms of the applicable payoff letter) all documents or instruments necessary to release all Liens securing such Indebtedness or other obligations of Holdings and its Subsidiaries thereunder being repaid on the Second Amendment Effective Date (which documents or instruments releasing Liens may be delivered in escrow pending solely the payment of the funds required in the related payoff letter or subject to other arrangements satisfactory to Administrative Agent), in each case in form and substance satisfactory to Administrative Agent, and (iv) made arrangements satisfactory to Administrative Agent with respect to the cancellation of any letters of credit outstanding thereunder to support the obligations of Holdings and its Subsidiaries with respect thereto. 6. The Administrative Agent shall have received reimbursement or payment of its costs and expenses incurred in connection with this Amendment or the Credit Agreement (including reasonable fees, charges and disbursements of counsel to Administrative Agent).

Conditions to Effectiveness. This Agreement shall become effective on The effectiveness of this Amendment is subject to the satisfaction or waiver of the following conditions (the date (the “Incremental 2012 Term Effective Date”) that is the first Business Day on which the following all such conditions are satisfied or waived (provided that Section waived, the “Amendment No. 2 hereof may be modified to make ministerial changes to reflect the completion of the Incremental 2012 Term Effective Date in a manner as reasonably agreed between the Borrower and the Administrative AgentDate”): (a) the Administrative Agent (or its counsel) shall have received executed signature pages to from Borrower and Revolving Lenders who constitute the Requisite Revolving Lenders (i) a counterpart of this Amendment from US Holdings, the Borrower, each other Credit Party signed on behalf of such party or (ii) written evidence reasonably satisfactory to Agent (which may include facsimile or electronic transmission of a signed signature page of this Amendment) that is such party to has signed a Credit Document and Citibank, N.A., in its capacity as Administrative Agent and Collateral Agent; counterpart of this Amendment; (b) each as of the conditions Amendment No. 2 Effective Date, immediately prior to effectiveness and after giving effect to this Amendment, no Default or Event of the December 2012 Extension Amendment Default shall have been satisfied except with respect to the payment of the Extension Fee set forth thereinoccurred and be continuing; (c) Borrower shall have reimbursed Agent for all reasonable documented out- of-pocket expenses in connection with this Amendment, including reasonable fees and out-of- pocket expenses of counsel, presented at least three (3) Business Days prior to the Administrative Amendment No. 2 Effective Date, to the extent required under Section 12.3 of the Credit Agreement; (d) Agent shall have received (A) a certificate of an Authorized a Financial Officer of each Credit Party attaching Borrower to the effect that the representations and warranties set forth in Section 5 of this Amendment are true and correct in all material respects as of the Amendment No. 2 Effective Date (provided that any such representations and warranties which are qualified by materiality, material adverse effect or similar language shall be true and correct in all respects); (e) prior to or substantially concurrently with effectiveness of this Amendment, Borrower shall have repaid or caused to be repaid outstanding Term B Loans in an aggregate principal amount equal at least $80,000,000, together with all accrued and unpaid interest thereon; (f) Agent shall have received a certificate of ▇▇▇▇▇▇▇▇’s corporate secretary or an assistant secretary, managing member, manager or equivalent senior officer, dated the Amendment No. 2 Effective Date: (i) either (x) attaching a true, correct and complete copy of Borrower’s certificate of formation and all amendments thereto, certified as of a recent date by the resolutionsSecretary of State (or other similar official) of Borrower’s jurisdiction of organization or (y) certifying there have been no changes since the Escrow Release Date to Borrower’s certificate of formation that was delivered to Agent on the Escrow Release Date; (ii) either (x) attaching a true, in form correct and substance reasonably satisfactory to the Administrative Agentcomplete copy of Borrower’s limited liability company agreement and all amendments thereto, certified as of the board Amendment No. 2 Effective Date as being in full force and effect without any modification or amendment or (y) certifying that there have been no changes since the Escrow Release Date to Borrower’s limited liability company agreement that was delivered to Agent on the Escrow Release Date; (iii) attaching a true, correct and complete copy of directors, other managers or general partner of each Credit Party (or a resolutions duly authorized committee thereof) adopted by ▇▇▇▇▇▇▇▇’s sole member authorizing the execution, delivery and performance of this Agreement Amendment, the other documents, instruments, certificates or agreements delivered in connection herewith on behalf of Borrower and the December 2012 Extension Amendment and the performance of the Credit Agreement and the other Credit Documentstransactions contemplated hereby, in each case as modified by this Agreement and the December 2012 Extension Amendment, (y) true and complete copies of the Organizational Documents of the Credit Parties (which may be incorporated by reference into such certificate to the extent the same are publicly available on the SEC’s website at ▇▇▇.▇▇▇.▇▇▇ in filings identified in such certificate), in each case certified as of the Incremental 2012 Term Amendment No. 2 Effective Date by such Authorized Officer as being in full force and effect without any modification or amendment, ; and (Biv) either (x) certifying as to the incumbency and specimen signature and incumbency certificates of each officer of Borrower executing this Agreement Amendment and the December 2012 Extension Amendment other documents, instruments, certificates or any other document agreements delivered in connection herewith or therewith on behalf (y) certifying that there have been no changes since the Escrow Release Date to the incumbency and specimen signature of each Credit Party officer of Borrower who executed such documents, which were delivered to Agent on the Escrow Release Date; and (Cg) good standing certificates for each Credit Party for each jurisdiction in which such Credit Party is organized; and (d) the Administrative Agent shall have received from ▇▇▇▇▇▇, ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, counsel to the Borrower, executed legal opinions covering such matters a good standing certificate (or like certificate) for Borrower in its jurisdiction of formation as the Administrative Agent may reasonably request and otherwise reasonably satisfactory to the Administrative Agentof a recent date.

Conditions to Effectiveness. Section 3.1. This Agreement Amendment shall become effective on the date (the “Incremental 2012 Term Amendment No. 7 Effective Date”) that is the first Business Day on which the following conditions are satisfied or waived (provided that Section 2 hereof may be modified to make ministerial changes to reflect the completion of the Incremental 2012 Term Effective Date in a manner as reasonably agreed between the Borrower and the Administrative Agent):which: (a) The Administrative Agent (or its counsel) shall have received from (i) the Administrative Agent, (ii) the Additional Incremental B-5 Dollar Term Lender, (iii) the Additional Initial B-4 Dollar Term Lender, (iv) the Continuing Term Lenders and (v) each Loan Party, (x) a counterpart of this Amendment signed on behalf of such party or (y) written evidence satisfactory to the Administrative Agent (which may include a telecopy or other electronic transmission of a signed signature page of this Amendment) that such party has signed a counterpart of this Amendment. (b) The Administrative Agent shall have received executed signature pages a customary written opinion (addressed to this Amendment from US Holdings, the Borrower, each other Credit Party that is party to a Credit Document and Citibank, N.A., in its capacity as Administrative Agent and Collateral Agent; (bthe Lenders and dated the Amendment No. 7 Effective Date) each of the conditions to effectiveness of the December 2012 Extension Amendment shall have been satisfied except with respect to the payment of the Extension Fee set forth therein; (c) the Administrative Agent shall have received (A) a certificate of an Authorized Officer of each Credit Party attaching (x) a copy of the resolutions, in form and substance reasonably satisfactory to the Administrative Agent, of the board of directors, other managers or general partner of each Credit Party (or a duly authorized committee thereof) authorizing the execution, delivery and performance of this Agreement and the December 2012 Extension Amendment and the performance of the Credit Agreement and the other Credit Documents, in each case as modified by this Agreement and the December 2012 Extension Amendment, (y) true and complete copies of the Organizational Documents of the Credit Parties (which may be incorporated by reference into such certificate to the extent the same are publicly available on the SEC’s website at ▇▇▇.▇▇▇.▇▇▇ in filings identified in such certificate), in each case certified as of the Incremental 2012 Term Effective Date by such Authorized Officer as being in full force and effect without modification or amendment, (B) signature and incumbency certificates of each officer executing this Agreement and the December 2012 Extension Amendment or any other document delivered in connection herewith or therewith on behalf of each Credit Party and (C) good standing certificates for each Credit Party for each jurisdiction in which such Credit Party is organized; and (d) the Administrative Agent shall have received from ▇▇▇▇▇▇, ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, New York counsel to for the Loan Parties. Each of the Borrower, executed Holdings and the Administrative Agent hereby instruct such counsel to deliver such legal opinions covering opinion. (c) The Administrative Agent shall have received such matters certificates of good standing (to the extent such concept exists) from the applicable secretary of state of the state of organization of each Loan Party, certificates of resolutions or other action, incumbency certificates (or a representation that such Responsible Officers are the same as those whose signature and incumbency certificates were delivered to the Administrative Agent on the Closing Date), certificates of incorporation (or a representation that such certificates have not been amended since the Closing Date) and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may reasonably request require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Amendment and the other Loan Documents to which such Loan Party is a party or is to be a party on the Amendment No. 7 Effective Date. (d) The Borrower shall have paid to the Administrative Agent all fees, if applicable, and expenses due to the Administrative Agent and the Amendment No. 7 Arranger, as separately agreed in writing, on the Amendment No. 7 Effective Date, to the extent such fees and/or expenses are invoiced at least one business day prior to the Closing Date. All reasonable costs and expenses (including, without limitation, the reasonable fees, charges and disbursements of counsel for the Administrative Agent) of the Administrative Agent and the Amendment No. 7 Arranger in connection with this Amendment and the transactions contemplated hereby shall have been paid as separately agreed in writing, to the extent invoiced at least one business day prior to the Closing Date. (e) 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 on and as of the date of this Amendment 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 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 date of this Amendment or on such earlier date, as the case may be. (f) At the time of and immediately after giving effect to this Amendment, no Default or Event of Default shall exist or would result from this Amendment or from the application of the proceeds therefrom. (g) The Administrative Agent shall have received a certificate, dated the Amendment No. 7 Effective Date and signed by a Responsible Officer of the Borrower, confirming compliance with the conditions set forth in paragraphs (e) and (f) of this Section 3.1. (h) The Administrative Agent shall have received a Committed Loan Notice with respect to the Initial B-4 Dollar Term Loans and the Incremental B-5 Dollar Term Loans to be made on the Amendment No. 7 Effective Date at the Administrative Agent’s Office at least three (3) Business Days prior to the Amendment No. 7 Effective Date (or in each case, such shorter notice as is approved by the Administrative Agent in its reasonable discretion), and such Committed Loan Notice shall otherwise meet the requirements set forth in Section 2.02 of the Credit Agreement. (i) The Administrative Agent shall have received a prepayment notice with respect to the Initial B-3 Dollar Term Loans and the Incremental B-4 Dollar Term Loans to be made on the Amendment No. 7 Effective Date at the Administrative Agent’s Office at least three Business Days prior to the Amendment No. 7 Effective Date (or in each case, such shorter notice as is approved by the Administrative Agent in its reasonable discretion), and such prepayment notice shall otherwise meet the requirements set forth in Section 2.05 of the Credit Agreement. (j) The Borrower shall have paid to the Administrative Agent all accrued and unpaid interest on the Initial B-3 Dollar Term Loans to, but not including, the Amendment No. 7 Effective Date. (k) The Borrower shall have paid to the Administrative Agent all accrued and unpaid interest on the Incremental B-4 Dollar Term Loans to, but not including, the Amendment No. 7 Effective Date. (l) The Administrative Agent, the Additional Initial B-4 Dollar Term Lender and the Additional Incremental B-5 Dollar Term Lender shall have received, no later than three (3) Business Days in advance of the Amendment No. 7 Effective Date, (i) all documentation and other information about the Loan Parties and the principals thereof (including background checks on the Borrower and the Guarantors and on the principals thereof) that shall have been reasonably requested by the Administrative Agent, the Additional Initial B-4 Dollar Term Lender or the Additional Incremental B-5 Dollar Term Lender in writing at least ten (10) days prior to the Amendment No. 7 Effective Date and that the Administrative Agent, the Additional Initial B-4 Dollar Term Lender and the Additional Incremental B-5 Dollar Term Lender reasonably determine that 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 Administrative Agent, the Additional Initial B-4 Dollar Term Lender and the Additional Incremental B-5 Dollar Term Lender and (ii) to the extent the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, the Borrower shall deliver a Beneficial Ownership Certification in relation to the Borrower to the Administrative Agent, Additional Initial B-4 Dollar Term Lender or the Additional Incremental B-5 Dollar Term Lender that has requested such Beneficial Ownership Certification at least five (5) Business Days prior to the Amendment No. 7 Effective Date (provided that, upon the execution and delivery by such Additional Initial B-4 Dollar Term Lender and Additional Incremental B-5 Dollar Term Lender of its signature page to this Amendment, the condition set forth in this clause (i) shall be deemed to be satisfied). (m) The Administrative Agent shall have received the results of a recent Lien search in each of the jurisdictions in which Uniform Commercial Code financing statements, or other filings or recordations should be made to evidence or perfect security interests in the Collateral, and such search shall reveal no Liens on any of the Collateral, except for Liens permitted by Section 7.01 of the Credit Agreement or discharged on or prior to the Amendment No. 7 Effective Date pursuant to documentation reasonably satisfactory to the Administrative Agent.

Conditions to Effectiveness. This Agreement (a) The provisions of this Amendment shall become effective on the date (the “Incremental 2012 Term Amendment No. 5 Effective Date”) that is the first Business Day on which each of the following conditions are satisfied or waived satisfied: (provided that Section 2 hereof may be modified to make ministerial changes to reflect the completion i) The Administrative Agent’s receipt of the Incremental 2012 Term following, each of which shall be originals or facsimiles or electronic copies (followed promptly by originals) unless otherwise specified: (1) counterparts of this Amendment executed by a Responsible Officer of each Loan Party; (1) a Note executed by a Responsible Officer of the Borrower in favor of each Lender requesting a Note at least two (2) Business Days prior to the Amendment No. 5 Effective Date, if any; (2) an opinion of Ropes & ▇▇▇▇ LLP, special counsel to the Borrower, dated the Amendment No. 5 Effective Date in a manner as reasonably agreed between the Borrower and the Administrative Agent): (a) addressed to each L/C Issuer, each Amendment No. 5 Arranger, the Administrative Agent shall have received executed signature pages and the Lenders, substantially in the form previously provided to this Amendment from US Holdings, the Borrower, each other Credit Party that is party to a Credit Document and Citibank, N.A., in its capacity as Administrative Agent and Collateral Agent; (b3) each of the conditions to effectiveness of the December 2012 Extension Amendment shall have been satisfied except with respect to the payment of the Extension Fee set forth therein; (c) the Administrative Agent shall have received (A) a certificate as to the good standing of an Authorized each Loan Party as of a recent date, from the Secretary of State of the state of its organization or a similar Governmental Authority and (B) a certificate of a Responsible Officer of each Credit Loan Party attaching dated the Amendment No. 5 Effective Date and certifying (I) to the effect that (w) attached thereto is a true and complete copy of the certificate or articles of incorporation or organization such Loan Party certified as of a recent date by the Secretary of State of the state of its organization, or in the alternative (other than in the case of the Borrower), certifying that such certificate or articles of incorporation or organization have not been amended since the Escrow Release Date, and that such certificate or articles are in full force and effect, (x) attached thereto is a true and complete copy of the resolutionsby-laws or operating agreements of each Loan Party as in effect on the Amendment No. 5 Effective Date, or in form the alternative (other than in the case of the Borrower), certifying that such by-laws or operating agreements have not been amended since the Escrow Release Date and substance reasonably satisfactory to the Administrative Agent, (y) attached thereto is a true and complete copy of resolutions duly adopted by the board of directors, other board of managers or general partner member, as the case may be, of each Credit Loan Party (or a duly authorized committee thereof) authorizing the execution, delivery and performance of this Agreement the Loan Documents to which such Loan Party is a party, and the December 2012 Extension Amendment that such resolutions have not been modified, rescinded or amended and the performance of the Credit Agreement and the other Credit Documents, in each case as modified by this Agreement and the December 2012 Extension Amendment, (y) true and complete copies of the Organizational Documents of the Credit Parties (which may be incorporated by reference into such certificate to the extent the same are publicly available on the SEC’s website at ▇▇▇.▇▇▇.▇▇▇ in filings identified in such certificate), in each case certified as of the Incremental 2012 Term Effective Date by such Authorized Officer as being in full force and effect without modification or amendmenteffect, and (BII) as to the incumbency and specimen signature and incumbency certificates of each officer executing this Agreement and the December 2012 Extension Amendment or any other document delivered in connection herewith or therewith Loan Document on behalf of each Credit any Loan Party and signed by another officer as to the incumbency and specimen signature of the Responsible Officer executing the certificate pursuant to this clause (C) good standing certificates for each Credit Party for each jurisdiction in which such Credit Party is organizedB); and (d4) a certificate signed by a Responsible Officer of the Administrative Agent Borrower certifying as to the satisfaction of the conditions set forth in paragraphs (iv) and (v) of this Section 3(a) and that the Term B-4 Loans and Term C Loans meet the requirements and conditions of Section 2.14. (ii) The Borrower shall have received from ▇▇▇▇▇▇, ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, counsel to the Borrower, executed legal opinions covering such matters as the Administrative Agent may reasonably request and otherwise reasonably satisfactory paid to the Administrative Agent., for the ratable account of the Term B-3 Lenders immediately prior to the Amendment No. 5 Effective Date, all accrued and unpaid interest on the Term B-3 Loans to, but not including, the Amendment No. 5 Effective Date on the Amendment No. 5

Conditions to Effectiveness. This Agreement Section 1 of this Amendment shall become effective on only upon the date (the “Incremental 2012 Term Effective Date”) that is the first Business Day on which satisfaction of all of the following conditions are satisfied or waived precedent (provided that Section 2 hereof may be modified the date of satisfaction of such conditions being referred to make ministerial changes to reflect herein as the completion of the Incremental 2012 Term "Third Amendment Effective Date in a manner as reasonably agreed between the Borrower and the Administrative AgentDate"): A. On or before the Third Amendment Effective Date, Company shall deliver to Lenders (or to Agent for Lenders with sufficient originally executed copies, where appropriate, for each Lender and its counsel) the following, each, unless otherwise noted, dated the Third Amendment Effective Date: 1. Officer's Certificates of Company, dated a recent date prior to the Third Amendment Effective Date, certifying that (a) there has been no change in any of the Administrative Agent shall have received executed signature pages to this Amendment Loan Parties' Organizational Documents from US Holdingsthe date of the Credit Agreement, the Borrower, each other Credit Party that is party to a Credit Document and Citibank, N.A., in its capacity as Administrative Agent and Collateral Agent; (b) each the resolutions attached thereto adopted by the Governing Bodies of the conditions to effectiveness of the December 2012 Extension Amendment shall have been satisfied except with respect to the payment of the Extension Fee set forth therein; (c) the Administrative Agent shall have received (A) a certificate of an Authorized Officer of each Credit Party attaching (x) a copy of the resolutionsCompany, in form Katy Seghers and substance reasonably satisfactory to the Administrative Agent, of the board of directors, other managers or general partner of each Credit Party (or a duly authorized committee thereof) SESCO approving and authorizing the execution, delivery and performance del▇▇▇▇▇, ▇▇▇ ▇erfor▇▇▇▇▇ of this Agreement and the December 2012 Extension Amendment and the performance of the Credit Agreement and the other Credit Documents, in each case as modified by this Agreement and the December 2012 Extension Amendment, (y) true and complete copies of the Organizational SESCO/Montenay Transaction Documents of the Credit Parties (which may be incorporated by reference into such certificate to the extent the same are publicly available on the SEC’s website at ▇▇▇.▇▇▇.▇▇▇ in filings identified in such certificate), in each case certified as of the Incremental 2012 Term Effective Date by such Authorized Officer as being in full force and effect without w▇▇▇▇▇t modification or amendment, (B) signature ; 2. Signature and incumbency certificates of each officer executing this Agreement the officers of Company, Katy Seghers and the December 2012 Extension Amendment or any other document delivered in connection herewith or therewith on behalf of each Credit Party and (C) SESCO; 3. A good standing certificates for each Credit Party for each jurisdiction in which such Credit Party is organized; and (d) the Administrative Agent shall have received from ▇certificate of Co▇▇▇▇▇, ▇▇▇▇ Seghe▇▇ ▇▇d NEWCO from the Secretary of State of the jurisdict▇▇▇ ▇▇ ▇▇▇ ▇rganization, each dated a recent date prior to the Third Amendment Effective Date; 4. Ten (10) executed copies of this Amendment executed by Company and each Credit Support Party; 5. Executed copies of the SESCO/Montenay Transaction Documents (including all schedules, exhi▇▇▇▇ and amendments thereto), each in form and substance satisfactory to Agent; 6. Evidence in form and substance satisfactory to Agent (including without limitation an Officers' Certificate to the effect set forth in clauses (i) - (v) below) that: (i) the SESCO/Montenay Transaction Documents shall be in full force a▇▇ ▇▇fect and shall not have been amended, supplemented, waived or otherwise modified without the consent of Agent; (ii) all conditions to the SESCO/Montenay Transaction set forth in the SESCO/Montenay Tr▇▇▇▇▇tion Documents shall have been satisfie▇ ▇▇ all material respects or the fulfillment of any such conditions shall have been waived with the consent of Agent; (iii) the SESCO/Montenay Transaction shall have occurred in accordance ▇▇▇▇ the SESCO/Montenay Transaction Documents; (iv) the aggrega▇▇ ▇▇iginal principal amount of the SESCO Note shall not exceed $6,600,000; and (▇) the Operating Services Agreement shall have been fully executed and delivered, and SESCO shall have no further obligations as operator in respec▇ ▇▇ the SESCO Service Agreement; all Governmental Authorizations and ▇▇▇ ▇onsents of other Persons (including, without limitation, the City, the Authority and the Energy Purchaser) shall have been obtained, in each case that are necessary or advisable in connection with the replacement of SESCO by Montenay Operations as operator of the SESCO Facilit▇ ▇▇▇ in connection with the consummation of the ▇▇▇▇O/Montenay Transaction, and all conditions required to be ▇▇▇▇ormed or satisfied in connection with such replacement shall have been satisfied. 7. Evidence, in form and substance satisfactory to Agent, from a nationally recognized engineer or a consultant satisfactory to Agent, to the effect that the experience of Montenay Operations or the parent company that owns 100% of the outstanding capital stock of Montenay Operations in operating mass-burn resource recovery facilities similar to the SESCO Facility equals or exceeds that of Company and SESCO. ▇. ▇▇ Officers' Certificate of Company, in form and s▇▇▇▇▇nce satisfactory to Agent, to the effect that the representations and warranties in Section 5 of the Credit Agreement are true, correct and complete in all material respects on and as of the Third Amendment Effective Date (both before and after giving effect to the SESCO/Montenay Transaction and this Amendment) to the same extent a▇ ▇▇▇ugh made on and as of that date (or, to the extent such representations and warranties specifically relate to an earlier date, that such representations and warranties were true, correct and complete in all material respects on and as of such earlier date) and that Company and the other Loan Parties shall have performed in all material respects all agreements and satisfied all conditions which this Amendment, the Credit Agreement as amended by this Amendment, and the other Loan Documents provide shall be performed or satisfied by Company and its Subsidiaries on or before the Third Amendment Effective Date except as otherwise disclosed to and agreed to in writing by Agent. B. On or before the Third Amendment Effective Date, Requisite Lenders, LaSalle Bank National Association and Deutsche Bank, AG shall deliver to Agent copies of this Amendment executed by Requisite Lenders, LaSalle Bank National Association and Deutsche Bank, AG. C. On or before the Third Amendment Effective Date, Lenders and their respective counsel shall have received (i) originally executed copies of one or more favorable written opinions of Hunton & Williams, in each case counsel to Loan Parties, in form and substance sat▇▇▇▇▇▇▇▇ LLP ▇y to Agent and its counsel, dated as of the Third Amendment Effective Date and setting forth substantially the matters in the opinions designated in Exhibit A to this Amendment and as to such other matters as Agent acting on behalf of Lenders may reasonably request and (ii) copies of all opinions issued by counsel to any party to the SESCO/Montenay Transaction Documents or issued to any party to the SESCO/▇▇▇▇▇nay Transaction Documents relating to any transactions occurri▇▇ ▇▇ or about the Third Amendment Effective Date pursuant to any of the SESCO/Montenay Transaction Documents (including, without limitation, the ▇▇▇▇▇ons referenced in Exhibits D, Q and R of the SESCO Joint Venture Agreement), each of which opinions issued by counsel ▇▇ & ▇▇▇▇▇▇▇▇ LLPy Loan Party shall be accompanied by a written authorization from counsel issuing such opinion stating that Agent and Lenders may rely on such opinions as though such opinions were addressed to Agent and Lenders. D. On or before the Third Amendment Effective Date, all corporate and other proceedings taken or to be taken in connection with this Amendment and all documents incidental thereto not previously found acceptable by Agent, acting on behalf of Lenders, and its counsel shall be satisfactory in form and substance to the BorrowerAgent and such counsel, executed legal opinions covering and Agent and such matters counsel shall have received all such counterpart originals or certified copies of such documents as the Administrative Agent may reasonably request and otherwise reasonably satisfactory to the Administrative Agentrequest.

Conditions to Effectiveness. This Agreement Amendment shall become effective on the date (the “Incremental 2012 Term Effective Date”) that is the first Business Day on which each of the following conditions are satisfied or waived (provided that Section 2 hereof may be modified to make ministerial changes to reflect the completion of the Incremental 2012 Term Effective Date in a manner as reasonably agreed between the Borrower and the Administrative Agent):is satisfied: (a) The Administrative Agent’s receipt of the Administrative Agent following, each of which shall have received be originals or facsimiles or electronic copies (followed promptly by originals) unless otherwise specified, and each executed signature pages to by a Responsible Officer of the Borrower: (1) executed counterparts of this Amendment from US Holdings, the Borrower, each other Credit Party that is party to a Credit Document and CitibankGuarantor, N.A., in its capacity as the Administrative Agent and Collateral the Required Lenders as constituted after giving effect to the borrowing of the Term B-2 Loans and payment in full of the Term B-1 Loans; (2) an executed Consent (as defined below) (or a joinder agreement to this Amendment) from each applicable Lender; and (3) a Note executed by the Borrower in favor of each Lender requesting a Note at least two (2) Business Days prior to the Amendment No. 2 Effective Date, if any. (b) The Administrative Agent’s receipt of the following, each of which shall be originals or facsimiles or electronic copies (followed promptly by originals) unless otherwise specified; (1) an opinion of Sidley Austin LLP, special counsel to the Borrower, dated the Amendment No. 2 Effective Date and addressed to each L/C Issuer, Arranger, the Administrative Agent and the Lenders, in a form reasonably acceptable to the Administrative Agent; (b2) each of the conditions to effectiveness of the December 2012 Extension Amendment shall have been satisfied except with respect to the payment of the Extension Fee set forth therein; (c) the Administrative Agent shall have received (A) a certificate as to the good standing of an Authorized each Loan Party as of a recent date, from the Secretary of State of the state of its organization or a similar Governmental Authority and (B) a certificate of a Responsible Officer of each Credit Loan Party attaching dated the Amendment No. 2 Effective Date and certifying (I) to the effect that (x) attached thereto is a true and complete copy of the resolutionscertificate or articles of incorporation or organization such Loan Party certified as of a recent date by the Secretary of State of the state of its organization, or in form the alternative (other than in the case of the Borrower), certifying that such certificate or articles of incorporation or organization have not been amended since the Closing Date, and substance reasonably satisfactory to that such certificate or articles are in full force and effect, (y) attached thereto is a true and complete copy of the Administrative Agentby-laws or operating agreements of each Loan Party as in effect on the Amendment No. 2 Effective Date, or in the alternative (other than in the case of the Borrower), certifying that such by-laws or operating agreements have not been amended since the Closing Date and (z) attached thereto is a true and complete copy of resolutions duly adopted by the board of directors, other board of managers or general partner member, as the case may be, of each Credit Loan Party (or a duly authorized committee thereof) authorizing the execution, delivery and performance of this Agreement the Loan Documents to which such Loan Party is a party, and the December 2012 Extension Amendment that such resolutions have not been modified, rescinded or amended and the performance of the Credit Agreement and the other Credit Documents, in each case as modified by this Agreement and the December 2012 Extension Amendment, (y) true and complete copies of the Organizational Documents of the Credit Parties (which may be incorporated by reference into such certificate to the extent the same are publicly available on the SEC’s website at ▇▇▇.▇▇▇.▇▇▇ in filings identified in such certificate), in each case certified as of the Incremental 2012 Term Effective Date by such Authorized Officer as being in full force and effect without modification or amendmenteffect, and (BII) as to the incumbency and specimen signature and incumbency certificates of each officer executing this Agreement and the December 2012 Extension Amendment or any other document delivered in connection herewith or therewith Loan Document on behalf of each Credit any Loan Party and signed by another officer as to the incumbency and specimen signature of the Responsible Officer executing the certificate pursuant to this clause (C) good standing certificates for each Credit Party for each jurisdiction in which such Credit Party is organizedB); and (d) the Administrative Agent shall have received from ▇▇▇▇▇▇provided that, ▇▇▇▇ & with respect to ▇▇▇▇▇▇▇▇’▇ LLP and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLPRestaurants Vermont, counsel Inc., the Borrower shall deliver or cause to be delivered a certificate as to the Borrowergood standing of such entity from the Secretary of State of the State of Vermont, executed legal opinions covering promptly upon receipt thereof and in any case, no later than 10 Business Days after the Amendment No. 2 Effective Date (or such matters later date as may be agreed to by the Administrative Agent may reasonably request in its sole discretion); and (3) a certificate signed by a Responsible Officer of the Borrower certifying as to the satisfaction of the conditions set forth in paragraphs (e) and otherwise reasonably satisfactory (g) of this Section 4 and that the Term B-2 Loans meet the requirements and conditions to be Replacement Term Loans. (c) The aggregate principal amount of the Term B-2 Commitments shall equal the aggregate principal amount of the outstanding Term B-1 Loans immediately prior to the effectiveness of this Amendment. (d) The Borrower shall have paid to the Administrative Agent, for the ratable account of the Term B-1 Lenders immediately prior to the Amendment No. 2 Effective Date, all accrued and unpaid interest (including interest with respect to any non-consenting Lender as contemplated in Section 10.13(b)) on the Term B-1 Loans to, but not including, the Amendment No. 2 Effective Date on the Amendment No. 2 Effective Date. (e) No Default shall exist or would result from the Amendment and related Credit Extension or from the application of the proceeds therefrom. (f) All fees and expenses due to the Administrative Agent, the Arrangers and the Lenders required to be paid on the Amendment No. 2 Effective Date shall have been paid. (g) The representations and warranties of the Borrower and each other Loan Party contained in Article V of the Credit Agreement and Section 3 of this Amendment or any other Loan Document, or which are contained in any document furnished at any time under or in connection with the Loan Documents, shall be true and correct in all material respects on and as of the date hereof, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects (and in all respects if qualified by materiality) as of such earlier date. (h) To the extent requested by a Term B-2 Lender in writing not less than five (5) Business Days prior to the Amendment No. 2 Effective Date, the Administrative Agent shall have received, prior to the effectiveness of this Amendment, all documentation and other information with respect to the Borrower required by regulatory authorities under applicable “know-your-customer” and anti-money laundering rules and regulations, including without limitation the PATRIOT Act. (i) The Administrative Agent shall have received a Request for Credit Extension not later than 1:00 p.m. on the Business Day prior to the date of the proposed Credit Extension. The Administrative Agent shall notify the Borrower and the Lenders of the Amendment No. 2 Effective Date and such notice shall be conclusive and binding. Notwithstanding the foregoing, the amendments effected hereby shall not become effective, and the obligations of the Term B-2 Lenders hereunder to make Term B-2 Loans will automatically terminate, if each of the conditions set forth or referred to in this Section 4 (other than with respect to the proviso in clause (b)(2) hereof) has not been satisfied at or prior to 5:00 p.m., New York City time, on February 4, 2013.

Conditions to Effectiveness. This Agreement Amendment shall become effective on the date (the “Incremental 2012 Term Effective Date”) that is the first Business Day on which each of the following conditions are satisfied or waived is satisfied: (provided that Section 2 hereof may be modified to make ministerial changes to reflect the completion a) The Administrative Agent’s receipt of the Incremental 2012 Term Effective Date in following, each of which shall be originals or facsimiles or electronic copies (followed promptly by originals) unless otherwise specified, and each executed by a manner as reasonably agreed between Responsible Officer of the Borrower and the Administrative Agent):Guarantors, as applicable: (a1) executed counterparts of this Amendment; and (2) a Term Note executed by the Administrative Agent shall have received executed signature pages Borrower in favor of each Lender requesting a Term Note at least two (2) Business Days prior to this the Amendment from US HoldingsNo. 2 Effective Date, the Borrower, each other Credit Party that is party to a Credit Document and Citibank, N.A., in its capacity as Administrative Agent and Collateral Agent;if any. (b) The Administrative Agent’s receipt of the following, each of the conditions to effectiveness of the December 2012 Extension Amendment which shall have been satisfied except with respect to the payment of the Extension Fee set forth thereinbe originals or facsimiles or electronic copies (followed promptly by originals) unless otherwise specified; (c1) the Administrative Agent shall have received (A) a certificate an opinion of an Authorized Officer of each Credit Party attaching (x) a copy of the resolutions, in form and substance reasonably satisfactory to the Administrative Agent, of the board of directors, other managers or general partner of each Credit Party (or a duly authorized committee thereof) authorizing the execution, delivery and performance of this Agreement and the December 2012 Extension Amendment and the performance of the Credit Agreement and the other Credit Documents, in each case as modified by this Agreement and the December 2012 Extension Amendment, (y) true and complete copies of the Organizational Documents of the Credit Parties (which may be incorporated by reference into such certificate to the extent the same are publicly available on the SEC’s website at ▇▇▇.▇▇▇.▇▇▇ in filings identified in such certificate), in each case certified as of the Incremental 2012 Term Effective Date by such Authorized Officer as being in full force and effect without modification or amendment, (B) signature and incumbency certificates of each officer executing this Agreement and the December 2012 Extension Amendment or any other document delivered in connection herewith or therewith on behalf of each Credit Party and (C) good standing certificates for each Credit Party for each jurisdiction in which such Credit Party is organized; and (d) the Administrative Agent shall have received from ▇▇▇▇▇▇, ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, counsel for the Borrower (addressed to the Borrower, executed legal opinions covering such matters as the Administrative Agent may reasonably request and otherwise reasonably satisfactory the Lenders and dated the Amendment No. 2 Effective Date); (2) either (x) a copy of each Constituent Document of each Loan Party that is on file with any Governmental Authority in any jurisdiction, certified as of a recent date by such Governmental Authority, or (y) confirmation from each Loan Party that there has been no change to such Constituent Document since last delivered to the Administrative Agent or certified as unchanged since last delivered to the Administrative Agent, in each case on September 1, 2015 or October 8, 2015, as applicable, together with, if applicable, certificates attesting to the good standing (to the extent available in such jurisdiction) of each Loan Party in such jurisdiction, other than for those Guarantors where the failure to be in good standing could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (3) a certificate of the secretary or other officer of each Loan Party in charge of maintaining books and records of such Loan Party certifying as to (A) the names and signatures of each officer of such Loan Party authorized to execute and deliver this Amendment, (B) either (x) the Constituent Documents of such Loan Party attached to such certificate are complete and correct copies of such Constituent Documents as in effect on the date of such certification or (y) that there has been no change to such Constituent Document since last delivered to the Administrative Agent or certified as unchanged since last delivered to the Administrative Agent, in each case on September 1, 2015 or October 8, 2015, as applicable, and (C) the resolutions of such Loan Party’s board of directors or other appropriate governing body approving and authorizing the execution, delivery and performance of this Amendment; (4) a good standing certificate (to the extent such concept is known in the relevant jurisdiction) from the applicable Governmental Authority of the Borrower’s and the Guarantors’ respective jurisdiction of incorporation, organization or formation dated a recent date prior to the Amendment No. 2 Effective Date, other than for those Guarantors where the failure to be in good standing could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (5) a certificate signed by a Responsible Officer of the Borrower certifying as to the satisfaction of the conditions set forth in paragraphs (f) and (g) of this Section 3 and that the Term B Loans meet the requirements and conditions to be Replacement Term Loans; and (c) The aggregate principal amount of the Exchanged Term Loans plus the aggregate principal amount of the Additional Tranche B Term Commitments shall equal the aggregate principal amount of the outstanding Initial Term Loans immediately prior to the effectiveness of this Amendment. (d) The Borrower shall have paid to the Administrative Agent, for the ratable account of the Term Lenders immediately prior to or substantially concurrently with the Amendment No. 2 Effective Date, all accrued and unpaid interest on the Initial Term Loans to, but not including, the Amendment No. 2 Effective Date on the Amendment No. 2

Conditions to Effectiveness. This Agreement Amendment No. 3 shall become effective on the date on which each of the following conditions is satisfied (the “Incremental 2012 Term Amendment No. 3 Effective Date”) that is the first Business Day on which the following conditions are satisfied or waived (provided that Section 2 hereof may be modified to make ministerial changes to reflect the completion of the Incremental 2012 Term Effective Date in a manner as reasonably agreed between the Borrower and the Administrative Agent): (a) The Administrative Agent’s receipt of the Administrative Agent following, each of which shall have received be originals or facsimiles or electronic copies (followed promptly by originals) unless otherwise specified: (1) executed signature pages to counterparts of this Amendment from US Holdings, the Borrower, No. 3 by a Responsible Officer of each other Credit Party that is party to a Credit Document and Citibank, N.A., in its capacity as Administrative Agent and Collateral Agentapplicable Loan Party; (b2) a Note executed by the Parent Borrower and the Co-Borrowers in favor of each of the conditions to effectiveness of the December 2012 Extension Amendment shall have been satisfied except with respect Term B-4 Lender requesting a Note at least two (2) Business Days prior to the payment of the Extension Fee set forth therein;Amendment No. 3 Effective Date, if any. (c3) an opinion of Weil, Gotshal & ▇▇▇▇▇▇ LLP, dated the Administrative Agent shall have received (A) a certificate of an Authorized Officer of each Credit Party attaching (x) a copy of the resolutionsAmendment No. 3 Effective Date, in form and substance reasonably satisfactory acceptable to the Administrative AgentArranger; (4) (A) a certificate as to the good standing of each Loan Party as of a recent date, from the Secretary of State of the state of its organization or formation or a similar Governmental Authority and (B) a certificate of a Responsible Officer, secretary or assistant secretary of each Loan Party dated the Amendment No. 3 Effective Date and certifying (I) to the effect that (w) attached thereto is a true and complete copy of the certificate or articles of incorporation or organization of such Loan Party certified as of a recent date by the Secretary of State of the state of its organization, or in the alternative (other than in the case of the Borrowers), certifying that such certificate or articles of incorporation or organization have not been amended since the Restatement Effective Date, and that such certificate or articles are in full force and effect, (x) attached thereto is a true and complete copy of the by-laws or operating agreements of each Loan Party as in effect on the Amendment No. 3 Effective Date, or in the alternative (other than in the case of the Borrowers), certifying that such by-laws or operating agreements have not been amended since the Restatement Effective Date and (y) attached thereto is a true and complete copy of resolutions duly adopted by the board of directors, other board of managers or general partner member, as the case may be, of each Credit Loan Party (or a duly authorized committee thereof) authorizing the execution, delivery and performance of the Loan Documents 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 (II) as to the incumbency and specimen signature of each officer executing any Loan Document on behalf of any Loan Party and signed by another officer as to the incumbency and specimen signature of the Responsible Officer, secretary or assistant secretary executing the certificate pursuant to this Agreement clause (4); (5) a certificate signed by a Responsible Officer of the Parent Borrower certifying as to the satisfaction of the conditions to borrowing set forth in clauses (a) and (b) of Section 4.01 of the December 2012 Extension Amendment Credit Agreement; and (6) copies of all lien searches in respect of the Loan Parties with respect to personal property Collateral, and the performance accompanied by evidence that any Liens indicated in any such lien searches that are not permitted by Section 7.01 of the Credit Agreement and the other Credit Documents, have been or contemporaneously will be released or terminated (or otherwise provided for in each case as modified by this Agreement and the December 2012 Extension Amendment, (y) true and complete copies of the Organizational Documents of the Credit Parties (which may be incorporated by reference into such certificate to the extent the same are publicly available on the SEC’s website at ▇▇▇.▇▇▇.▇▇▇ in filings identified in such certificate), in each case certified as of the Incremental 2012 Term Effective Date by such Authorized Officer as being in full force and effect without modification or amendment, (B) signature and incumbency certificates of each officer executing this Agreement and the December 2012 Extension Amendment or any other document delivered in connection herewith or therewith on behalf of each Credit Party and (C) good standing certificates for each Credit Party for each jurisdiction in which such Credit Party is organized; and (d) the Administrative Agent shall have received from ▇▇▇▇▇▇, ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, counsel to the Borrower, executed legal opinions covering such matters as the Administrative Agent may reasonably request and otherwise a manner reasonably satisfactory to the Administrative Agent). (b) The aggregate principal amount of the Converted Original Term B Loans plus the aggregate principal amount of the Additional Term B-4 Commitments shall equal the aggregate principal amount of the outstanding Original Term B Loans immediately prior to the effectiveness of this Amendment No. 3. (c) The Administrative Agent shall have received executed counterparts to this Amendment No. 3 executed by the Required Lenders, including Consents executed by each Term B-4 Lender. (d) The Parent Borrower shall have paid to the Administrative Agent, for the ratable account of the Original Term B Lenders immediately prior to the Amendment No. 3 Effective Date, all accrued and unpaid interest on the Original Term B Loans to, but not including, the Amendment No. 3 Effective Date. (e) All fees and expenses due to the Administrative Agent, the Arranger and the Lenders required to be paid on the Amendment No. 3 Effective Date shall have been paid, including a consent fee paid to the Arranger for the account of each Lender providing consent to the amendments set forth in this Amendment No. 3, whether through a Consent, Joinder or counterpart to this Amendment No. 3, in an amount equal to 0.05% of the aggregate principal amount of the Term Commitments and Term Loans held by such consenting Lenders as of the Amendment No. 3 Effective Date payable to each such consenting Lender according to its Pro Rata Share of the Term Commitments and Term Loans held by such consenting Lenders as of the Amendment No. 3 Effective Date. (f) To the extent requested by a Term B-4 Lender in writing not less than three (3) Business Days prior to the Amendment No. 3 Effective Date, the Administrative Agent shall have received, prior to the effectiveness of this Amendment, all documentation and other information with respect to the Loan Parties required by regulatory authorities under applicable “know-your-customer” and anti-money laundering rules and regulations, including without limitation the PATRIOT Act. (g) The Administrative Agent shall have received a Request for Credit Extension not later than the Business Day prior to the date of the proposed Credit Extension. (h) The Administrative Agent shall have received the counterparts of the Joinder executed by the Parent Borrower, the other Co-Borrowers and each Additional Term B-4 Lender. The Administrative Agent shall notify the Borrower and the Lenders of the Amendment No. 3 Effective Date and such notice shall be conclusive and binding. Notwithstanding the foregoing, the amendments effected hereby shall not become effective, the obligations of the Additional Term B-4 Lenders to make Additional Term B-4 Loans will automatically terminate, if each of the conditions set forth or referred to in this Section 4 has not been satisfied at or prior to 5 p.m., New York City time, on July 29, 2014.

Conditions to Effectiveness. This Agreement shall become effective on On the date (the “Incremental 2012 Term Effective Closing Date”) that is the first Business Day on which the following conditions are satisfied or waived (provided that Section 2 hereof may be modified to make ministerial changes to reflect the completion of the Incremental 2012 Term Effective Date in a manner as reasonably agreed between the Borrower and the Administrative Agent):: --------------------------- (a) the Administrative Agent shall have received executed signature pages to this Amendment from US Holdings, the Borrower, each other Credit Party that is party to a Credit Document and Citibank, N.A., in its capacity as Administrative Agent and Collateral Agent; (b) each of the conditions to effectiveness of the December 2012 Extension Amendment shall have been satisfied except with respect to the payment of the Extension Fee set forth therein; (c) the Administrative Agent shall have received (A) a certificate of an Authorized Officer of each Credit Party attaching (x) a copy of the resolutions, in form and substance reasonably satisfactory to the Administrative Agent, of the board of directors, other managers or general partner of each Credit Party (or a duly authorized committee thereof) authorizing the execution, delivery and performance of this Agreement and the December 2012 Extension Amendment and the performance of the Credit Agreement and the other Credit Documents, in each case as modified by this Agreement and the December 2012 Extension Amendment, (y) true and complete copies of the Organizational Documents of the Credit Parties (which may be incorporated by reference into such certificate to the extent the same are publicly available on the SEC’s website at ▇▇▇.▇▇▇.▇▇▇ in filings identified in such certificate), in each case certified as of the Incremental 2012 Term Effective Date by such Authorized Officer as being in full force and effect without modification or amendment, (B) signature and incumbency certificates of each officer executing this Agreement and the December 2012 Extension Amendment or any other document delivered in connection herewith or therewith on behalf of each Credit Party and (C) good standing certificates for each Credit Party for each jurisdiction in which such Credit Party is organized; and (d) the Administrative The Agent shall have received from ▇▇▇▇▇▇the general counsel or senior counsel of PPL a favorable opinion dated the Closing Date substantially in the form of Exhibit A hereto. In addition, ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP upon the expiration of the Existing FERC Order and ▇the issuance of a new order of the FERC (in each case as defined in (S) 7.2A) authorizing borrowings hereunder (the "New FERC Order"), PPL will, upon the request of the Agent, provide an updated opinion of its general counsel or senior counsel, substantially to the effect of Exhibit A hereto, but revised to reflect the New FERC Order. (b) The Agent shall have received an opinion of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇Priest LLP, counsel for PPL, Finance Co. and Parent, addressed to the Agent, the Fronting Bank and the Banks, dated the Closing Date, with respect to the enforceability of this Agreement against PPL and Finance Co., and with respect to the enforceability of the guarantee hereunder by Parent of the obligations of Finance Co. against Parent, substantially in the form of Exhibit B hereto. In addition, upon the expiration of the Existing FERC Order and the issuance of the New FERC Order, PPL will, upon the request of the Agent, provide an updated opinion of ▇▇▇▇▇▇ ▇▇▇▇ & Priest LLP, counsel substantially to the Borrowereffect of Exhibit B hereto, executed but revised to reflect the New FERC Order. (c) All corporate and legal opinions covering such matters proceedings and all instruments in connection with the transactions contemplated by this Agreement (including resolutions of the Board of Directors of PPL, Finance Co. and Parent and certificates as the Administrative Agent may reasonably request and otherwise reasonably satisfactory to the Administrative incumbency of the officers signing this Agreement or any certificate delivered in connection herewith) shall be satisfactory in form and substance to the Agent, and the Agent shall have received all information and copies of all documents that it has requested, such documents where appropriate to be certified by proper corporate or governmental authorities. (d) The Agent shall have received from each of the Banks, the Fronting Bank, PPL, Finance Co. and Parent a duly executed and delivered counterpart hereof. (e) The conditions set forth in (S)(S) 4.2A and 4.2B (other than (S) 4.2A(c) and (S) 4.2B(c)) shall have been satisfied. (f) The Agent shall have received a certificate signed by appropriate officers of PPL stating that all regulatory approvals necessary to permit PPL to enter into this Agreement and to perform its obligations hereunder have been obtained and are in full force and effect and attaching evidence of all such regulatory approvals. (g) The Agent shall have received all accrued facility fees through the Closing Date. (h) The Agent shall be satisfied that no Loans shall be outstanding under the Existing Credit Agreement and no accrued interest shall be owing thereunder.

Conditions to Effectiveness. This Agreement Amendment shall become be effective on the date (the “Incremental 2012 Term Amendment Effective Date”) that is the first Business Day on which Date upon satisfaction of the following conditions are satisfied or waived (provided that Section 2 hereof may be modified to make ministerial changes to reflect the completion of the Incremental 2012 Term Effective Date in a manner as reasonably agreed between the Borrower and the Administrative Agent):conditions: (a) the Administrative Agent shall have received counterparts of this Amendment, duly executed signature pages to this Amendment from US Holdings, by the Borrower, each other Credit Party that is party to a Credit Document Borrower and Citibank, N.A., in its capacity as Administrative Agent and Collateral Agentthe Lenders; (b) each of the conditions to effectiveness of the December 2012 Extension Amendment Administrative Agent shall have been satisfied except with respect received all fees and other amounts due and payable on or prior to the Amendment Effective Date, including, to the extent invoiced at least one Business Day prior to the Amendment Effective Date, reimbursement or payment of all reasonable out-of-pocket expenses required to be reimbursed or paid by the Extension Fee set forth thereinBorrower in connection with this Amendment (including the reasonable fees and out-of-pocket expenses of legal counsel for the Administrative Agent); (c) the Administrative Agent shall have received a certificate, dated the Amendment Effective Date and signed by a Responsible Officer, confirming (Ai) a certificate compliance with the conditions set forth in paragraphs (a) and (b) of an Authorized Officer of each Credit Party attaching (x) a copy Section 4.02 of the resolutionsCredit Agreement, (ii) compliance (on a pro forma basis) with the covenants contained in form and substance reasonably satisfactory to the Administrative Agent, Section 6.10 of the board Credit Agreement, (iii) that no Material Adverse Effect shall have occurred since December 31, 2016 and (iv) receipt of directorsall governmental and third party approvals, other managers or general partner of each Credit Party (or a duly authorized committee thereof) authorizing if any, necessary in connection with the execution, delivery and performance of transactions contemplated by this Agreement and the December 2012 Extension Amendment and the performance continuing operations of the Credit Agreement Borrower and the other Credit Documents, in each case as modified by this Agreement and the December 2012 Extension Amendment, (y) true and complete copies of the Organizational Documents of the Credit Parties (which may be incorporated by reference into such certificate to the extent the same are publicly available on the SEC’s website at ▇▇▇.▇▇▇.▇▇▇ in filings identified in such certificate), in each case certified as of the Incremental 2012 Term Effective Date by such Authorized Officer as being in full force and effect without modification or amendment, (B) signature and incumbency certificates of each officer executing this Agreement and the December 2012 Extension Amendment or any other document delivered in connection herewith or therewith on behalf of each Credit Party and (C) good standing certificates for each Credit Party for each jurisdiction in which such Credit Party is organized; andits Subsidiaries; (d) the Administrative Agent shall have received from ▇▇▇▇▇▇(i) a certificate, ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP dated the Amendment Effective Date and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLPsigned by a Responsible Officer, confirming (a) true and correct copies of the articles of incorporation and bylaws of the Borrower, (b) true and correct copies of resolutions of the Borrower’s Board of Directors authorizing the transactions contemplated herein, and (c) the incumbency and signatures of at least two Responsible Officers, and (ii) an opinion of counsel to the Borrower, executed legal opinions covering each of such matters as the Administrative Agent may reasonably request documents in form and otherwise reasonably substance satisfactory to the Administrative Agent; and (e) to the extent requested by any Lender pursuant to Section 2.09(e) of the Credit Agreement, the Administrative Agent shall have received for each such Lender an amended and restated promissory note reflecting such Lender’s increased Commitment after giving effect to this Amendment.

Conditions to Effectiveness. This Agreement Amendment and the obligation of each New Revolving Credit Lender shall become effective on the date (the “Incremental 2012 Term Amendment No. 3 Effective Date”) that is the first Business Day on which when each of the following conditions are satisfied or waived (provided that Section 2 hereof may be modified to make ministerial changes to reflect the completion of the Incremental 2012 Term Effective Date in a manner as reasonably agreed between the Borrower and the Administrative Agent):shall have been satisfied: (a) the The Administrative Agent shall have received executed signature pages to the following: (i) counterparts of this Amendment from US Holdings, the Borrower, each other Credit Party that is party to executed and delivered by a Credit Document and Citibank, N.A., in its capacity as Administrative Agent and Collateral Agent; (b) duly authorized officer of each of the conditions to effectiveness of Credit Parties, the December 2012 Extension Amendment shall have been satisfied except with respect to New Revolving Credit Lenders, the payment of L/C Issuer, the Extension Fee set forth therein; (c) the Administrative Agent shall have received (A) a certificate of an Authorized Officer of each Credit Party attaching (x) a copy of the resolutionsSwingline Lender, in form and substance reasonably satisfactory to the Administrative Agent, the Collateral Agent and Lenders constituting all of the board Lenders (after giving effect to the repayment in full on the date hereof of directorsall outstanding Original Revolving Credit Loans and the termination of the Original Revolving Credit Commitments of any Lender that is not a New Revolving Credit Lender); (ii) a customary opinion of legal counsel from Ropes & Gray LLP, ▇▇unsel to the Credit Parties; (iii) with respect to each Credit Party, copies of the Organization Documents of such Credit Party certified to be true and complete as of a recent date by the appropriate Governmental Authority of the state or other managers jurisdiction of its incorporation or general partner organization, where applicable, and certified by a Responsible Officer of such Credit Party to be true and correct as of the Amendment No. 3 Effective Date; (iv) with respect to each Credit Party, such certificates or resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of such Credit Party dated the Amendment No. 3 Effective Date evidencing the identity, authority and capacity of each Credit Party (or Responsible Officer thereof authorized to act as a duly authorized committee thereof) authorizing the execution, delivery and performance of Responsible Officer in connection with this Agreement and the December 2012 Extension Amendment and the performance of the Credit Agreement and the other Credit Documents, in each case as modified by this Agreement and the December 2012 Extension Amendment, (y) true and complete copies of the Organizational Documents of the Credit Parties (to which may be incorporated by reference into such certificate to the extent the same are publicly available on the SEC’s website at ▇▇▇.▇▇▇.▇▇▇ in filings identified in such certificate), in each case certified as of the Incremental 2012 Term Effective Date by such Authorized Officer as being in full force and effect without modification or amendment, (B) signature and incumbency certificates of each officer executing this Agreement and the December 2012 Extension Amendment or any other document delivered in connection herewith or therewith on behalf of each Credit Party and is a party; and (Cv) good standing certificates for each Credit Party for each jurisdiction as of a recent date in which such Credit Party is organized; andits state or organization or formation. (db) the The Administrative Agent shall have received from ▇▇▇▇▇▇, ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, counsel a certificate of a Responsible Officer to the Borrower, executed legal opinions covering such matters as effect that the representations and warranties set forth in Section 3 hereof are true and correct. (c) The Administrative Agent may reasonably request shall have received the results of UCC, tax and otherwise reasonably satisfactory judgment lien searches. (d) Prior to or substantially concurrently with the Amendment No. 3 Effective Date, the Borrower shall have paid an upfront fee to the Administrative Agent, for the ratable account of the New Revolving Credit Lenders equal to the sum of (x) 0.10% multiplied by the principal amount of such Lender’s New Revolving Credit Commitment on the Amendment No. 3 Effective Date that is not in excess of such Lender’s Original Revolving Credit Commitment under the Existing Credit Agreement immediately prior to the Amendment No. 3 Effective Date and (y) 0.25% multiplied by the principal amount of such Lender’s New Revolving Credit Commitment that is in excess of the amount of such Lender’s New Revolving Credit Commitment that is subject to the foregoing subclause (x). (e) Prior to or substantially concurrently with the occurrence of the Amendment No. 3 Effective Date, the Borrower shall have paid all costs and expenses owing to the Amendment No. 3 Lead Arrangers that are due and payable on or prior to the Amendment No. 3 Effective Date and, to the extent invoiced at least two Business Days prior to the Amendment No. 3 Effective Date, all reasonable costs and expenses of the Administrative Agent and the Amendment No. 3 Lead Arrangers in connection with this Amendment. (f) Any Original Revolving Credit Loans outstanding immediately prior to the Amendment No. 3 Effective Date under the Original Revolving Credit Commitments shall be repaid with the proceeds of the New Revolving Credit Loans under the New Revolving Credit Commitments and the Original Revolving Credit Commitments shall be terminated substantially simultaneously with the effectiveness of this Amendment No. 3 and the Borrower shall have delivered a prepayment notice with respect to such repayment as required by Section 2.06(a)(i) of the Existing Credit Agreement and a termination notice with respect to such termination as required by Section 2.07(a) of the Existing Credit Agreement.

Conditions to Effectiveness. This Agreement Amendment shall become effective on the date (the “Incremental 2012 Term Effective Date”) that is the first Business Day on which each of the following conditions are satisfied or waived (provided that Section 2 hereof may be modified to make ministerial changes to reflect the completion of the Incremental 2012 Term Effective Date in a manner as reasonably agreed between the Borrower and the Administrative Agent):is satisfied: (a) The Administrative Agent’s receipt of the Administrative Agent following, each of which shall have received be originals or facsimiles or electronic copies (followed promptly by originals) unless otherwise specified, and each executed signature pages to this Amendment from US Holdings, by a Responsible Officer of the Borrower: (1) executed counterparts of this Amendment; (2) a Note executed by the Borrower in favor of each Lender requesting a Note at least two (2) Business Days prior to the Amendment No. 2 Effective Date, each other Credit Party that is party to a Credit Document and Citibank, N.A., in its capacity as Administrative Agent and Collateral Agent;if any. (b) The Administrative Agent’s receipt of the following, each of the conditions to effectiveness of the December 2012 Extension Amendment which shall have been satisfied except with respect to the payment of the Extension Fee set forth thereinbe originals or facsimiles or electronic copies (followed promptly by originals) unless otherwise specified; (c1) the Administrative Agent shall have received (A) a certificate an opinion of an Authorized Officer of each Credit Party attaching (x) a copy of the resolutionsSmith, in form and substance reasonably satisfactory to the Administrative AgentAnderson, of the board of directorsBlount, other managers or general partner of each Credit Party (or a duly authorized committee thereof) authorizing the execution, delivery and performance of this Agreement and the December 2012 Extension Amendment and the performance of the Credit Agreement and the other Credit Documents, in each case as modified by this Agreement and the December 2012 Extension Amendment, (y) true and complete copies of the Organizational Documents of the Credit Parties (which may be incorporated by reference into such certificate to the extent the same are publicly available on the SEC’s website at ▇▇▇.▇▇▇.▇▇▇ in filings identified in such certificate), in each case certified as of the Incremental 2012 Term Effective Date by such Authorized Officer as being in full force and effect without modification or amendment, (B) signature and incumbency certificates of each officer executing this Agreement and the December 2012 Extension Amendment or any other document delivered in connection herewith or therewith on behalf of each Credit Party and (C) good standing certificates for each Credit Party for each jurisdiction in which such Credit Party is organized; and (d) the Administrative Agent shall have received from ▇▇▇▇▇▇Dorsett, ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇, L.L.P. special counsel to the Borrower and (y) ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ & Deutsche LLP, special New York counsel to the Borrower, executed legal opinions covering such matters as in each case, dated the Amendment No. 2 Effective Date and addressed to each L/C Issuer, Arranger, the Administrative Agent may reasonably request and otherwise reasonably satisfactory the Lenders, substantially in the form previously provided to the Administrative Agent; (2) (A) a certificate as to the good standing of each Loan Party as of a recent date, from the Secretary of State of the state of its organization or a similar Governmental Authority and (B) a certificate of a Responsible Officer, secretary or assistant secretary of each Loan Party dated the Amendment No. 2 Effective Date and certifying (I) to the effect that (w) attached thereto is a true and complete copy of the certificate or articles of incorporation or organization such Loan Party certified as of a recent date by the Secretary of State of the state of its organization, or in the alternative (other than in the case of the Borrower), certifying that such certificate or articles of incorporation or organization have not been amended since the Closing Date, and that such certificate or articles are in full force and effect, (x) attached thereto is a true and complete copy of the by-laws or operating agreements of each Loan Party as in effect on the Amendment No. 2 Effective Date, or in the alternative (other than in the case of the Borrower), certifying that such by-laws or operating agreements have not been amended since the Closing Date and (y) attached thereto is a true and complete copy of resolutions duly adopted by the board of directors, board of managers or member, as the case may be, of each Loan Party authorizing the execution, delivery and performance of the Loan Documents 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 (II) as to the incumbency and specimen signature of each officer executing any Loan Document on behalf of any Loan Party and signed by another officer as to the incumbency and specimen signature of the Responsible Officer, secretary or assistant secretary executing the certificate pursuant to this clause (B); (3) a certificate signed by a Responsible Officer of the Borrower certifying as to the satisfaction of the conditions set forth in paragraphs (f) and (g) of this Section 4 and that the Term B-2 Loans meet the requirements and conditions to be Replacement Term Loans; and (4) a Guarantor Consent and Reaffirmation, dated as of the date hereof and executed by each of the Guarantors (the “Guarantor Consent and Reaffirmation Agreement”), whereby each of the Guarantors consents to this Amendment and reaffirms each Lien granted by it to the Administrative Agent for the benefit of the Secured Parties under each of the Loan Documents to which it is a party. (c) The aggregate principal amount of the Exchanged Term B Loans plus the aggregate principal amount of the Additional Term B-2 Commitments shall equal the aggregate principal amount of the outstanding Term B Loans immediately prior to the effectiveness of this Amendment. (d) The Borrower shall have paid to the Administrative Agent, for the ratable account of the Term Lenders immediately prior to the Amendment No. 2 Effective Date, all accrued and unpaid interest on the Term B Loans to, but not including, the Amendment No. 2 Effective Date on the Amendment No. 2 Effective Date. (e) All fees and expenses due to the Administrative Agent, the Arrangers and the Lenders required to be paid on the Amendment No. 2 Effective Date shall have been paid. (f) No Default shall exist, or would result from the Amendment and related Credit Extension or from the application of the proceeds therefrom. (g) The representations and warranties of the Borrower and each other Loan Party contained in Article 5 of the Credit Agreement and Section 3 of this Amendment or any other Loan Document shall be true and correct in all material respects (and in all respects if qualified by materiality) on and as of the date hereof, except (A) to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects (and in all respects if qualified by materiality) as of such earlier date and (B) that for purposes of this Section 4, the representations and warranties contained in Section 5.05(a) of the Credit Agreement shall be deemed to refer to the most recent financial statements furnished prior to the Amendment No. 2 Effective Date or pursuant to Section 6.01(a) and Section 6.01(b) of the Credit Agreement. (h) To the extent requested by a Term B-2 Lender in writing not less than three (3) Business Days prior to the Amendment No. 2 Effective Date, the Administrative Agent shall have received, prior to the effectiveness of this Amendment, all documentation and other information with respect to the Borrower required by regulatory authorities under applicable “know-your-customer” and anti-money laundering rules and regulations, including without limitation the PATRIOT Act. (i) The Administrative Agent shall have received a Request for Credit Extension not later than 1:00 p.m. on the Business Day prior to the date of the proposed Credit Extension. (j) The Administrative Agent shall have received the executed counterparts of the Joinder executed by the Borrower and each Additional Term B-2 Lender. The Administrative Agent shall notify the Borrower and the Lenders of the Amendment No. 2 Effective Date and such notice shall be conclusive and binding. Notwithstanding the foregoing, the amendments effected hereby shall not become effective, the obligations of the Additional Term B-2 Lenders to make Additional Term B-2 Loans will automatically terminate, if each of the conditions set forth or referred to in this Section 4 has not been satisfied at or prior to 5 p.m., New York City time, on December 20, 2012.

Conditions to Effectiveness. This Agreement Amendment shall become effective on the date (the “Incremental 2012 Term Effective Date”) that is the first Business Day on which each of the following conditions are satisfied or waived is satisfied: (provided that Section 2 hereof may be modified to make ministerial changes to reflect the completion a) The Administrative Agent’s receipt of the following, each of which shall be originals or facsimiles or electronic copies (followed promptly by originals) unless otherwise specified: (1) executed counterparts of this Amendment executed by a Responsible Officer of the Borrower and Guarantors; and (2) a Note executed by a Responsible Officer of the Borrower in favor of each Incremental 2012 Term Lender requesting a Note at least two (2) Business Days prior to the Amendment No. 1 Effective Date in Date, if any. (b) The Administrative Agent’s receipt of the following, each of which shall be originals or facsimiles or electronic copies (followed promptly by originals) unless otherwise specified; (1) an opinion of ▇▇▇▇▇▇▇ Procter LLP, New York counsel for the Loan Parties (addressed to the Administrative Agent and the Lenders and dated the Amendment No. 1 Effective Date); (2) (i) a manner as reasonably agreed between copy of each Organizational Document of the Borrower and the Administrative Agent): Guarantors and, to the extent applicable, certified as of a recent date by the appropriate governmental official (aor a representation that such Organizational Documents have not been amended since the Closing Date); (ii) the Administrative Agent shall have received executed signature pages to this Amendment from US Holdings, the Borrower, each other Credit Party that is party to a Credit Document and Citibank, N.A., in its capacity as Administrative Agent and Collateral Agent; (b) each incumbency certificates of the conditions officers of such Person executing the Loan Documents to effectiveness which it is a party as of the December 2012 Extension Amendment shall have been satisfied except with respect No. 1 Effective Date and prior to the payment funding of the Extension Fee set forth therein; Incremental Term Loans; (ciii) the Administrative Agent shall have received (A) a certificate of an Authorized Officer of each Credit Party attaching (x) a copy of the resolutions, in form and substance reasonably satisfactory to the Administrative Agent, resolutions of the board of directors, other managers directors or general partner similar governing body of each Credit Party (or a duly authorized committee thereof) the Borrower and the Guarantors approving and authorizing the execution, delivery and performance of this Agreement and the December 2012 Extension Amendment and the performance other Loan Documents to which such Loan Party is a party as of the Credit Agreement Amendment No. 1 Effective Date and prior to the other Credit Documents, in each case as modified by this Agreement and the December 2012 Extension Amendment, (y) true and complete copies funding of the Organizational Documents of the Credit Parties (which may be incorporated by reference into such certificate to the extent the same are publicly available on the SEC’s website at ▇▇▇.▇▇▇.▇▇▇ in filings identified in such certificate)Incremental Term Loans, in each case certified as of the Incremental 2012 Term Amendment No. 1 Effective Date by such Authorized Officer Loan Party as being in full force and effect without modification or amendment; and (iv) a good standing certificate (to the extent such concept is known in the relevant jurisdiction) from the applicable Governmental Authority of the Borrower’s and the Guarantors’ respective jurisdiction of incorporation, organization or formation dated a recent date prior to the Amendment No. 1 Effective Date; and (B3) signature a certificate signed by a Responsible Officer of the Borrower certifying as to the satisfaction of the conditions set forth in paragraphs (d) and incumbency certificates (e) of this Section 3 and that the Incremental Term Loans meet the requirements and conditions set forth in Section 2.20 of the Credit Agreement. (c) The Administrative Agent and the Lenders shall have received all fees and other amounts due and payable on or prior the Amendment No. 1 Effective Date, including, without limitation, the fees set forth in that certain Engagement Letter dated as of April 25, 2016 among the Borrower, Credit Suisse AG and Credit Suisse Securities (USA), LLC and, to the extent invoiced at least one (1) Business Day prior to the Amendment No. 1 Effective Date, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Borrower in connection with this Amendment. (d) No Event of Default shall exist, or would result from the Amendment and related Credit Event or from the application of the proceeds therefrom. (e) The representations and warranties of the Borrower and each officer executing this other Loan Party contained in Article III of the Credit Agreement and the December 2012 Extension Section 2 of this Amendment or any other document delivered Loan Document shall be true and correct in connection herewith all material respects on and as of the date hereof (or therewith on behalf true and correct in all material respects as of each a specified date, if earlier), except that for purposes of this Section 3, the representations and warranties contained in Section 3.04(a) of the Credit Party Agreement shall be deemed to refer to the most recent financial statements furnished prior to the Amendment No. 1 Effective Date pursuant to Section 5.01(a) and (CSection 5.01(b) good standing certificates for each of the Credit Party for each jurisdiction in which such Credit Party is organized; andAgreement. (df) To the extent requested by a New Incremental Term Lender in writing not less than three (3) Business Days prior to the Amendment No. 1 Effective Date, the Administrative Agent shall have received from ▇▇▇▇▇▇received, ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, counsel prior to the Borrowereffectiveness of this Amendment, executed legal opinions covering such matters as all documentation and other information with respect to the Borrower required by regulatory authorities under applicable “know-your-customer” and anti-money laundering rules and regulations, including without limitation the PATRIOT Act. (g) The Administrative Agent may reasonably request and otherwise reasonably satisfactory shall have received a Borrowing Request not later than 1:00 p.m. on the Business Day prior to the date of the proposed Credit Event. (h) The Administrative AgentAgent shall have received the executed counterparts of the Joinder executed by the Borrower and each New Incremental Term Lender. The Administrative Agent shall notify the Borrower and the Lenders of the Amendment No. 1 Effective Date and such notice shall be conclusive and binding.

Conditions to Effectiveness. This Agreement Amendment, and the obligation of each Incremental Term B Lender and each Lender providing Additional Revolving Credit Commitments, shall become effective on the date (the “Incremental 2012 Term Amendment No. 1 Effective Date”) that is the first Business Day on which when each of the following conditions are satisfied or waived (provided that Section 2 hereof may be modified to make ministerial changes to reflect the completion of the Incremental 2012 Term Effective Date in a manner as reasonably agreed between the Borrower and the Administrative Agent):shall have been satisfied: (a) the The Administrative Agent shall have received executed signature pages to this Amendment from US Holdings, the Borrower, each other Credit Party that is party to a Credit Document and Citibank, N.A., in its capacity as Administrative Agent and Collateral Agentfollowing; (bi) counterparts of this Amendment executed and delivered by a duly authorized officer of each of the conditions to effectiveness of the December 2012 Extension Amendment shall have been satisfied except with respect to the payment of the Extension Fee set forth therein; (c) the Administrative Agent shall have received (A) a certificate of an Authorized Officer of each Credit Party attaching (x) a copy of the resolutions, in form and substance reasonably satisfactory to the Administrative Agent, of the board of directors, other managers or general partner of each Credit Party (or a duly authorized committee thereof) authorizing the execution, delivery and performance of this Agreement and the December 2012 Extension Amendment and the performance of the Credit Agreement and the other Credit Documents, in each case as modified by this Agreement and the December 2012 Extension Amendment, (y) true and complete copies of the Organizational Documents of the Credit Parties (which may be incorporated by reference into such certificate to the extent the same are publicly available on the SEC’s website at ▇▇▇.▇▇▇.▇▇▇ in filings identified in such certificate), in each case certified as of the Incremental 2012 Term Effective Date by such Authorized Officer as being in full force and effect without modification or amendmentLoan Parties, (B) signature and incumbency certificates of each officer executing this Agreement and the December 2012 Extension Amendment or any other document delivered in connection herewith or therewith on behalf of each Credit Party and Incremental Revolving Lenders, (C) good standing certificates for each Credit Party for each jurisdiction in which such Credit Party is organized; andthe 2016 Incremental Term B Lenders, (D) the L/C Issuer and (E) the Swing Line Lender; (dii) consents in the form attached hereto as Exhibit A (each, a “Consent”), executed and delivered by the Required Lenders; (iii) an executed Committed Loan Notice by the Borrower; (iv) the Administrative Agent shall have received from ▇▇▇▇▇▇legal opinions of Simpson, ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Thacher & ▇▇▇▇▇▇▇▇ LLP, counsel to the BorrowerLoan Parties, executed legal opinions covering such matters as the Administrative Agent may in form and substance reasonably request and otherwise reasonably satisfactory acceptable to the Administrative Agent; (v) a certificate as to the good standing of each Loan Party as of a recent date, from the Secretary of State of the state of its organization or a similar Governmental Authority; (vi) a certificate of a Responsible Officer of each Loan Party dated the Amendment No. 1 Effective Date and certifying (I) to the effect that (A) attached thereto is a true and complete copy of the certificate or articles of incorporation or organization such Loan Party certified as of a recent date by the Secretary of State of the state of its organization, or in the alternative (other than in the case of the Borrower), certifying that such certificate or articles of incorporation or organization have not been amended since March 22, 2013, and that the certificate or articles are in full force and effect, (B) attached thereto is a true and complete copy of the by-laws or operating agreements of each Loan Party as in effect on the Amendment No. 1 Effective Date, or in the alternative (other than in the case of the Borrower), certifying that such by-laws or operating agreements have not been amended since March 22, 2013, and that such by-laws or operating agreements are in full force and effect and (C) attached thereto is a true and complete copy of resolutions duly adopted by the board of directors, board of managers or member, as the case may be, of each Loan Party authorizing the execution, delivery and performance of the Loan Documents to which such Loan Party is a party, and that such resolutions have not been modified, rescinded or amended, and that such resolutions are in full force and effect, and (II) as to the incumbency and specimen signature of each officer executing any Loan Document on behalf of any Loan Party and signed by another officer as to the incumbency and specimen signature of the Responsible Officer executing the certificate pursuant to this clause (vi); and (vii) a solvency certificate, dated the Amendment No. 1 Effective Date, substantially in the form of Exhibit K to the Credit Agreement executed and delivered by the chief financial officer of the Borrower. (b) The Administrative Agent shall have received a certificate of a Responsible Officer to the effect that the representations and warranties set forth in Section 4 hereof are true and correct. (c) Prior to or substantially concurrently with the funding of the 2016 Incremental Term B Loans, the Borrower shall have paid (i) to each 2016 Incremental Term B Lender an amount equal to 0.50% of the aggregate principal amount of 2016 Incremental Term B Loans made by such 2016 Incremental Term B Lender, which fee may be netted against the proceeds of 2016 Incremental Term B Loans made by such 2016 Incremental Term B Lender and (ii) to each Incremental Revolving Lender an amount equal to 0.50% of the aggregate amount of the2016 Incremental Revolving Credit Commitment Increase of such Incremental Revolving Lender. (d) Prior to or substantially concurrently with the Amendment No. 1 Effective Date, the Borrower shall have paid a consent fee (the “Consent Fee”) to the Administrative Agent, for the ratable account of the Applicable Lenders (as defined below), equal to 0.25% of the aggregate outstanding principal amount of Term B Loans (excluding any amount of 2016 Incremental Term B Loans) plus 0.25% of the aggregate amount of Revolving Credit Commitments (excluding any amount attributable to the 2016 Incremental Revolving Credit Commitment Increase) of the Applicable Lenders. “Applicable Lender” shall mean each Lender that has delivered a Consent prior to 5 p.m., New York City time, on April 6, 2016 or such later date and time specified by the Borrower and notified in writing to the Lenders by the Administrative Agent.

Conditions to Effectiveness. This Agreement Incremental Amendment shall become effective on as of the date (the “First Incremental 2012 Term Amendment Effective Date”) that is the first Business Day on which each of the following conditions are satisfied or waived (provided that Section 2 hereof may be modified to make ministerial changes to reflect the completion of the Incremental 2012 Term Effective Date in a manner as reasonably agreed between the Borrower and the Administrative Agent):shall have been satisfied: (a) the Administrative Agent (or its counsel) shall have received executed signature pages to counterparts of this Incremental Amendment from US that, when taken together, bear the signatures of (i) Holdings, (ii) the Borrower, (iii) each other Credit Party that is party to a Credit Document and CitibankLoan Party, N.A., in its capacity as (iv) the Administrative Agent and Collateral Agent(iv) the Additional Term Lender; (b) each the Administrative Agent shall have received a certificate signed by a Responsible Officer of the Borrower (i) certifying that the conditions to effectiveness precedent set forth in Sections 4.02(a) and 4.02(b) of the December 2012 Extension Amendment Credit Agreement shall have been satisfied except with respect to the payment on and as of the Extension Fee set forth thereinFirst Incremental Amendment Effective Date, and (ii) containing the true and complete calculations (in reasonable detail) required to show compliance with Section 2.14(a)(iii)(y) of the Credit Agreement; (c) the Administrative Agent shall have received (A) a certificate of an Authorized Officer such other documents and certificates as the Administrative Agent or its counsel may reasonably request relating to the organization, existence and good standing of each Credit Loan Party attaching (x) a copy and the authorization of this Incremental Amendment and amendment of the resolutionsCredit Agreement and the other transactions contemplated hereby, all in form and substance reasonably satisfactory to the Administrative Agent, of ; (d) a completed “Life-of-Loan” Federal Emergency Management Agency Standard Flood Hazard Determination with respect to the board of directors, other managers or general partner of each Credit Party Mortgaged Property (or together with a notice about special flood hazard area status and flood disaster assistance duly authorized committee thereof) authorizing executed by the execution, delivery and performance of this Agreement Borrower and the December 2012 Extension Amendment and applicable Loan Party relating thereto) and, if any such Mortgaged Property is located in a special flood hazard area, evidence of flood insurance to the performance extent required pursuant to the last sentence of Section 6.07 of the Credit Agreement and the other Credit Documents, in each case as modified by this Agreement and the December 2012 Extension Amendment, (y) true and complete copies of the Organizational Documents of the Credit Parties (which may be incorporated by reference into such certificate to the extent the same are publicly available on the SEC’s website at ▇▇▇.▇▇▇.▇▇▇ in filings identified in such certificate), in each case certified as of the Incremental 2012 Term Effective Date by such Authorized Officer as being in full force and effect without modification or amendment, (B) signature and incumbency certificates of each officer executing this Agreement and the December 2012 Extension Amendment or any other document delivered in connection herewith or therewith on behalf of each Credit Party and (C) good standing certificates for each Credit Party for each jurisdiction in which such Credit Party is organized; andAgreement; (de) the Administrative Agent shall have received favorable customary legal opinions from (i) ▇▇▇▇▇▇, ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, New York counsel to the BorrowerLoan Parties, executed legal opinions covering such matters (ii) Ice ▇▇▇▇▇▇ LLP, Indiana counsel to the Loan Parties, (iii) Young ▇▇▇▇▇▇▇ Stargatt & ▇▇▇▇▇▇, LLP, Delaware counsel to the Loan Parties and (iv) ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ LLP, Florida counsel to the Loan Parties, in each case, as to any matter reasonably requested by the Administrative Agent may reasonably request Agent, addressed to the Lenders and otherwise the Administrative Agent, dated the First Incremental Amendment Effective Date and in form and substance reasonably satisfactory to the Administrative Agent, which the Loan Parties hereby request such counsel to deliver; (f) the Administrative Agent and the arrangers of this Incremental Amendment, as applicable, shall have received (i) payment of all fees and other amounts due and payable on or prior to the First Incremental Amendment Effective Date and (ii) to the extent invoiced at least one (1) Business Day prior to the First Incremental Amendment Effective Date, reimbursement or payment of all reasonable and documented out-of-pocket costs and expenses required to be reimbursed or paid by the Borrower hereunder or under any other Loan Document, including the reasonable fees, charges and disbursements of counsel for the Administrative Agent; (g) the Administrative Agent shall have received, for the account of the Additional Term Lender (or shall be satisfied with the arrangements for the payment of), an upfront fee in Dollars equal to 0.25% of the aggregate principal amount of the Additional Dollar Term B-1 Loans; and (h) all of the conditions specified in Section 2.14 of the Credit Agreement with respect to Incremental Term Loans shall have been satisfied, including receipt by the Administrative Agent of a Committed Loan Notice. The Administrative Agent shall notify the Borrower and the Lenders of the First Incremental Amendment Effective Date, and such notice shall be conclusive and binding.

Conditions to Effectiveness. This Agreement Amendment (other than Sections 1(e) and 1(g) hereof) shall become effective on the date (the “Incremental 2012 Term Effective Date”) that is the first Business Day on which each of the following conditions are satisfied or waived (provided that Section 2 hereof may be modified to make ministerial changes to reflect the completion of the Incremental 2012 Term Effective Date in a manner as reasonably agreed between the Borrower and the Administrative Agent):is satisfied: (a) The Administrative Agent’s receipt of the following, each of which shall be originals or facsimiles or electronic copies (followed promptly by originals) unless otherwise specified: (1) counterparts of this Amendment executed by (A) each Loan Party and (B) the Administrative Agent shall have received executed signature pages to this Amendment from US Holdings, the Borrower, each other Credit Party that is party to a Credit Document and Citibank, N.A., in its capacity as Administrative Agent and Collateral Agent; (2) Consents to this Amendment executed by the Required Lenders; and (3) a Note executed by the Borrower in favor of each Lender requesting a Note at least two (2) Business Days prior to the Amendment No. 1 Effective Date, if any. (b) The Administrative Agent’s receipt of the following, each of the conditions to effectiveness of the December 2012 Extension Amendment which shall have been satisfied except with respect to the payment of the Extension Fee set forth thereinbe originals or facsimiles or electronic copies (followed promptly by originals) unless otherwise specified; (c1) an opinion of (i) Ropes & ▇▇▇▇ LLP, New York counsel to the Loan Parties and (ii) ▇▇▇▇▇ ▇▇▇▇ LLP, Georgia counsel to the Loan Parties, each dated the Amendment No. 1 Effective Date and addressed to the Administrative Agent shall have received (A) a certificate of an Authorized Officer of each Credit Party attaching (x) a copy of and the resolutionsLenders, in a form and substance reasonably satisfactory to the Administrative Agent; (2) (A) certificates of good standing (to the extent such concept exists in such Loan Party’s state of organization) from the applicable secretary of state of the state of organization of each Loan Party, and (B) a certificate of a Responsible Officer of each Loan Party dated the Amendment No. 1 Effective Date and certifying (I) to the effect that (w) attached thereto is a true and complete copy of the certificate or articles of incorporation or organization such Loan Party certified as of a recent date by the secretary of state of the state of its organization, or in the alternative, certifying that such certificate or articles of incorporation or organization have not been amended since the Closing Date, and that such certificate or articles are in full force and effect, (x) attached thereto is a true and complete copy of the by-laws or operating agreements of each Loan Party as in effect on the Amendment No. 1 Effective Date, or in the alternative, certifying that such by-laws or operating agreements have not been amended since the Closing Date and (y) attached thereto is a true and complete copy of resolutions duly adopted by the board of directors, other managers or general partner directors of each Credit Loan Party (or a duly authorized committee thereof) authorizing the execution, delivery and performance of the Loan Documents 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 (II) as to the incumbency and specimen signature of each officer executing any Loan Document on behalf of any Loan Party and signed by another officer as to the incumbency and specimen signature of the Responsible Officer executing the certificate pursuant to this Agreement clause (B); and (3) a certificate signed by a Responsible Officer of the Borrower certifying that (x) before and after giving effect to this Amendment, the December 2012 Extension Amendment representations and warranties of the performance Borrower and each other Loan Party contained in Article V of the Credit Agreement or any other Loan Document shall be true and correct in all material respects on and as of the other Credit DocumentsAmendment No.1 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 each case all material respects as modified by this Agreement of such earlier date; provided, further, that, any representation and the December 2012 Extension Amendment, warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language shall be true and correct (after giving effect to any qualification therein) in all respects on such respective date and (y) true at the time of and complete copies after giving effect to this Amendment, no Default shall exist, or would result from the Amendment and related Credit Extension or from the application of the Organizational Documents proceeds therefrom. (c) Receipt of consents to this Amendment from Term Lenders and receipt of a Joinder Agreement executed by one or more Additional Term B-1 Lenders such that the aggregate principal amount of the Credit Parties (which may be incorporated by reference into such certificate Exchanged Term B Loans plus the aggregate principal amount of the Additional Term B-1 Commitments shall equal the aggregate principal amount of the outstanding Term B Loans immediately prior to the extent the same are publicly available on the SEC’s website at ▇▇▇effectiveness of this Amendment.▇▇▇.▇▇▇ in filings identified in such certificate), in each case certified as of the Incremental 2012 Term Effective Date by such Authorized Officer as being in full force and effect without modification or amendment, (B) signature and incumbency certificates of each officer executing this Agreement and the December 2012 Extension Amendment or any other document delivered in connection herewith or therewith on behalf of each Credit Party and (C) good standing certificates for each Credit Party for each jurisdiction in which such Credit Party is organized; and (d) The Borrower shall have paid to the Administrative Agent, for the ratable account of the Term Lenders immediately prior to the Amendment No. 1 Effective Date, all accrued and unpaid interest on the Term B Loans to, but not including, the Amendment No. 1 Effective Date on the Amendment No. 1 Effective Date. (e) All fees and expenses due to the Administrative Agent, the Lead Arrangers and the Lenders (including, without limitation, pursuant to Section 6 hereof) required to be paid on the Amendment No. 1 Effective Date and invoiced at least two (2) Business Days prior to the Amendment No. 1 Effective Date shall have been paid. (f) To the extent reasonably requested by an Additional Term B-1 Lender in writing not less than five (5) Business Days prior to the Amendment No. 1 Effective Date, the Administrative Agent shall have received from ▇▇▇▇▇▇received, ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, counsel prior to the Borrowereffectiveness of this Amendment, executed legal opinions covering such matters as all documentation and other information with respect to the Borrower required by regulatory authorities under applicable “know-your-customer” and anti-money laundering rules and regulations, including the PATRIOT Act. (g) The Administrative Agent shall have received a Request for Credit Extension not later than 1:00 p.m. on the Business Day prior to the date of the proposed Credit Extension. With respect to the Amendments in Sections 1(e) and 1(g) only, in addition to subsections (a) through (g) above, the effectiveness of the provisions set forth in Sections 1(e) and 1(g) shall be conditioned upon the delivery by each Revolving Credit Lender to the Administrative Agent may reasonably request of a Consent to this Amendment. The Administrative Agent shall notify the Borrower and otherwise reasonably satisfactory to the Administrative AgentLenders of the Amendment No. 1 Effective Date and such notice shall be conclusive and binding.

Conditions to Effectiveness. Section 3.1. This Agreement Amendment shall become effective on the date (the “Incremental 2012 Term Amendment No. 3 Effective Date”) that is the first Business Day on which the following conditions are satisfied or waived (provided that Section 2 hereof may be modified to make ministerial changes to reflect the completion of the Incremental 2012 Term Effective Date in a manner as reasonably agreed between the Borrower and the Administrative Agent):which: (a) The Administrative Agent (or its counsel) shall have received from (i) the Administrative Agent, (ii) the Additional Initial B-3 Euro Term Lender, (ii) the Additional Initial B-3 Dollar Term Lender, (iii) the Continuing Term Lenders, (iv) Lenders constituting the Required Lenders (as defined in Exhibit A hereto) as of the Amendment No. 3 Effective Date after giving effect to the incurrence of the Initial B-3 Euro Term Loans and Initial B-3 Dollar Term Loans and the prepayment of the Initial B-2 Euro Term Loans and Initial B-2 Dollar Term Loans, and (v) each Loan Party, (x) a counterpart of this Amendment signed on behalf of such party or (y) written evidence satisfactory to the Administrative Agent (which may include a telecopy or other electronic transmission of a signed signature page of this Amendment) that such party has signed a counterpart of this Amendment. (b) The Administrative Agent shall have received executed signature pages a customary written opinion (addressed to this Amendment from US Holdings, the Borrower, each other Credit Party that is party to a Credit Document and Citibank, N.A., in its capacity as Administrative Agent and Collateral Agent; (bthe Lenders and dated the Amendment No. 3 Effective Date) each of the conditions to effectiveness of the December 2012 Extension Amendment shall have been satisfied except with respect to the payment of the Extension Fee set forth therein; (c) the Administrative Agent shall have received (A) a certificate of an Authorized Officer of each Credit Party attaching (x) a copy of the resolutions, in form and substance reasonably satisfactory to the Administrative Agent, of the board of directors, other managers or general partner of each Credit Party (or a duly authorized committee thereof) authorizing the execution, delivery and performance of this Agreement and the December 2012 Extension Amendment and the performance of the Credit Agreement and the other Credit Documents, in each case as modified by this Agreement and the December 2012 Extension Amendment, (y) true and complete copies of the Organizational Documents of the Credit Parties (which may be incorporated by reference into such certificate to the extent the same are publicly available on the SEC’s website at ▇▇▇.▇▇▇.▇▇▇ in filings identified in such certificate), in each case certified as of the Incremental 2012 Term Effective Date by such Authorized Officer as being in full force and effect without modification or amendment, (B) signature and incumbency certificates of each officer executing this Agreement and the December 2012 Extension Amendment or any other document delivered in connection herewith or therewith on behalf of each Credit Party and (C) good standing certificates for each Credit Party for each jurisdiction in which such Credit Party is organized; and (d) the Administrative Agent shall have received from ▇▇▇▇▇▇, ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP▇, New York counsel to for the Loan Parties. Each of the Borrower, executed Holdings and the Administrative Agent hereby instruct such counsel to deliver such legal opinions covering opinion. (c) The Administrative Agent shall have received such matters certificates of good standing (to the extent such concept exists) from the applicable secretary of state of the state of organization of each Loan Party, certificates of resolutions or other action, incumbency certificates (or a representation that such Responsible Officers are the same as those whose signature and incumbency certificates were delivered to the Administrative Agent on the Closing Date), certificates of incorporation (or a representation that such certificates have not been amended since the Closing Date) and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may reasonably request require evidencing the identity, authority and otherwise reasonably satisfactory capacity of each Responsible Officer thereof authorized to the Administrative Agent.act as a Responsible Officer in connection with this

Conditions to Effectiveness. This Agreement The effectiveness of this Amendment and the obligations of the Term B-3 Lenders to make the Term B-3 Loans shall become effective on the date (the “Incremental 2012 Term Amendment No. 4 Effective Date”) that is , which shall be the first Business Day on which the following conditions are satisfied or waived waived: (provided that Section 2 hereof may be modified to make ministerial changes to reflect i) the completion Administrative Agent (or its counsel) shall have received counterparts of this Amendment or Amendment No. 4 Consent that, when taken together, bear the Incremental 2012 signatures of (A) each Amendment No. 4 Cashless Option Lender and each Amendment No. 4 Post-Closing Option Lender, (B) the Administrative Agent, (C) the Additional Term Effective Date in a manner as reasonably agreed between B-3 Lender, (D) the Borrower and the Administrative Agent):(E) each Guarantor; (aii) the Administrative Agent shall have received executed signature pages to this Amendment from US Holdings, a notice of Borrowing for the Borrower, each other Additional Term B-3 Loans (whether in writing or by telephone) in accordance with the Credit Party that is party to a Credit Document and Citibank, N.A., in its capacity as Administrative Agent and Collateral AgentAgreement; (b) each of the conditions to effectiveness of the December 2012 Extension Amendment shall have been satisfied except with respect to the payment of the Extension Fee set forth therein; (ciii) the Administrative Agent Agent’s receipt of the following, each of which shall have received be originals or facsimiles or electronic copies (followed promptly by originals) unless otherwise specified: (A) a certificate favorable opinion of an Authorized Officer of each Credit Party attaching (x) a copy of ▇▇▇▇▇ Day, counsel for the resolutionsLoan Parties, in a form and substance reasonably satisfactory to the Administrative Agent, ; (B) a certificate from a Responsible Officer of each Loan Party dated as of the board Amendment No. 4 Effective Date, and attaching the documents referred to in clause (C) below; (C) the Administrative Agent shall have received (i) resolutions of directors, other managers or general partner the Board of Directors and/or similar governing bodies of each Credit Loan Party approving and authorizing (or a duly authorized committee thereofa) authorizing the execution, delivery and performance of this Agreement the Amendment (and any agreements relating thereto) to which it is a party and (b) in the December 2012 Extension Amendment and the performance case of the Credit Agreement and Borrower, the other Credit Documentsextensions of credit contemplated hereunder, in each case as modified by this Agreement and the December 2012 Extension Amendment, (y) true and complete copies of the Organizational Documents of the Credit Parties (which may be incorporated by reference into such certificate to the extent the same are publicly available on the SEC’s website at ▇▇▇.▇▇▇.▇▇▇ in filings identified in such certificate), in each case certified as of the Incremental 2012 Term Amendment No. 4 Effective Date by such Authorized its secretary, an assistant secretary or a Responsible Officer as being in full force and effect without modification or amendment, amendment and (Bii) signature and incumbency certificates a good standing certificate as of a recent date from the applicable Governmental Authority of each officer executing Loan Party’s jurisdiction of incorporation, organization or formation; (D) before and after giving effect to this Amendment and the borrowing of or exchange into the Term B-3 Loans and to the application of any proceeds therefrom (i) no Default or Event of Default shall exist and (ii) all of the representations and warranties contained in the Credit Agreement and in the December 2012 Extension Amendment or any other document delivered Loan Documents shall be true and correct in connection herewith or therewith on behalf of each Credit Party and all material respects at such time (C) good standing certificates for each Credit Party for each jurisdiction unless stated to relate to a specific earlier date, in which case such Credit Party is organized; andrepresentations and warranties shall be true and correct in all material respects as of such earlier date); (dE) the Administrative Agent shall have received from ▇▇▇▇▇▇the Borrower an Officer’s Certificate certifying as to compliance with the preceding clause (D); and (F) the representations and warranties of each Loan Party set forth in Section 5 below shall be true and correct in all material respects; (iv) the fees in the amounts previously agreed in writing by Citigroup Global Markets Inc. (the “Amendment No. 4 Arranger”) to be received on the Amendment No. 4 Effective Date and all reasonable and documented or invoiced out-of-pocket costs and expenses (including the reasonable fees, ▇▇▇▇ & ▇▇charges and disbursements of ▇▇▇▇▇▇ LLP and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, as counsel to the BorrowerAmendment No. 4 Arranger) incurred in connection with the transactions contemplated hereby for which invoices have been presented at least one (1) Business Day prior to the Amendment No. 4 Effective Date shall, executed legal opinions covering such matters as upon the Borrowing of the Term B-3 Loans, have been, or will be substantially simultaneously, paid in full; and (v) the Administrative Agent may reasonably request shall have received a “Life-of-Loan” flood determination notice for each real property encumbered by a Mortgage and otherwise reasonably if such real property is located in a special flood hazard area, (x) a notice about special flood hazard area status and flood disaster assistance duly executed by the Borrower and (y) evidence of insurance as required by the Credit Agreement in form and substance satisfactory to the Administrative Agent.

Conditions to Effectiveness. Section 3.1. This Agreement Amendment shall become effective on the date (the “Incremental 2012 Term Amendment No. 9 Effective Date”) that is the first Business Day on which the following conditions are satisfied or waived (provided that Section 2 hereof may be modified to make ministerial changes to reflect the completion of the Incremental 2012 Term Effective Date in a manner as reasonably agreed between the Borrower and the Administrative Agent):which: (a) The Administrative Agent (or its counsel) shall have received from (i) the Administrative Agent, (ii) the Additional Fifth Incremental Term Lenders and (iii) each Loan Party (x) a counterpart of this Amendment signed on behalf of such party or (y) written evidence satisfactory to the Administrative Agent (which may include a telecopy or other electronic transmission of a signed signature page of this Amendment) that such party has signed a counterpart of this Amendment. (b) The Administrative Agent shall have received duly executed signature pages to this Amendment Term B-1 Lender Consents from US Holdings, the Borrower, each other Credit Party that is party to a Credit Document and Citibank, N.A., in its capacity as Administrative Agent and Collateral Agent; (b) each of the conditions to effectiveness of the December 2012 Extension Amendment shall have been satisfied except with respect to the payment of the Extension Fee set forth therein;Consenting Term B-1 Lenders. (c) the The Administrative Agent shall have received a customary written opinion (A) a certificate of an Authorized Officer of each Credit Party attaching (x) a copy of the resolutions, in form and substance reasonably satisfactory addressed to the Administrative Agent, of the board of directors, other managers or general partner of each Credit Party (or a duly authorized committee thereof) authorizing the execution, delivery and performance of this Agreement Consenting Term B-1 Lenders and the December 2012 Extension Additional Fifth Incremental Term Lenders and dated the Amendment and the performance No. 9 Effective Date) of the Credit Agreement and the other Credit Documents, in each case as modified by this Agreement and the December 2012 Extension Amendment, (y) true and complete copies of the Organizational Documents of the Credit Parties (which may be incorporated by reference into such certificate to the extent the same are publicly available on the SEC’s website at ▇▇▇.▇▇▇.▇▇▇ in filings identified in such certificate), in each case certified as of the Incremental 2012 Term Effective Date by such Authorized Officer as being in full force and effect without modification or amendment, (B) signature and incumbency certificates of each officer executing this Agreement and the December 2012 Extension Amendment or any other document delivered in connection herewith or therewith on behalf of each Credit Party and (C) good standing certificates for each Credit Party for each jurisdiction in which such Credit Party is organized; and (d) the Administrative Agent shall have received from ▇▇▇▇▇▇, ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, New York counsel to for the Loan Parties. Each of the Borrower, executed Holdings and the Administrative Agent hereby instruct such counsel to deliver such legal opinions covering opinion. (d) The Administrative Agent shall have received such matters certificates of good standing (to the extent such concept exists) from the applicable secretary of state of the state of organization of each Loan Party, certificates of resolutions or other action, incumbency certificates, certificates of incorporation and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may reasonably request require evidencing the identity, authority and otherwise reasonably satisfactory capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Amendment and the Administrative Agent.other Loan Documents to which such Loan Party is a party or is to be a party on the Amendment No. 9

Conditions to Effectiveness. This Agreement Amendment shall become effective on the date (the “Incremental 2012 Term Effective Date”) that is the first Business Day on which each of the following conditions are satisfied or waived (provided that Section 2 hereof may be modified to make ministerial changes to reflect the completion of the Incremental 2012 Term Effective Date in a manner as reasonably agreed between the Borrower and the Administrative Agent):is satisfied: (a) The Administrative Agent’s receipt of the following, each of which shall be originals or facsimiles or electronic copies (followed promptly by originals) unless otherwise specified: (1) counterparts of this Amendment executed by (A) each Loan Party and (B) the Administrative Agent shall have received executed signature pages to this Amendment from US Holdings, the Borrower, each other Credit Party that is party to a Credit Document and Citibank, N.A., in its capacity as Administrative Agent and Collateral Agent; (2) Consents to this Amendment executed by the Required Lenders; and (3) a Note executed by the Borrower in favor of each Lender requesting a Note at least two (2) Business Days prior to the Amendment No. 3 Effective Date, if any. (b) The Administrative Agent’s receipt of the following, each of the conditions to effectiveness of the December 2012 Extension Amendment which shall have been satisfied except with respect to the payment of the Extension Fee set forth thereinbe originals or facsimiles or electronic copies (followed promptly by originals) unless otherwise specified; (c1) an opinion of (i) Ropes & ▇▇▇▇ LLP, New York counsel to the Loan Parties and (ii) ▇▇▇▇▇ ▇▇▇▇ LLP, Georgia counsel to the Loan Parties, each dated the Amendment No. 3 Effective Date and addressed to the Administrative Agent shall have received (A) a certificate of an Authorized Officer of each Credit Party attaching (x) a copy of and the resolutionsLenders, in a form and substance reasonably satisfactory to the Administrative Agent; (2) (A) certificates of good standing (to the extent such concept exists in such Loan Party’s state of organization) from the applicable secretary of state of the state of organization of each Loan Party, and (B) a certificate of a Responsible Officer of each Loan Party dated the Amendment No. 3 Effective Date and certifying (I) to the effect that (w) attached thereto is a true and complete copy of the certificate or articles of incorporation or organization such Loan Party certified as of a recent date by the secretary of state of the state of its organization, or in the alternative, certifying that such certificate or articles of incorporation or organization have not been amended since the Closing Date, and that such certificate or articles are in full force and effect, (x) attached thereto is a true and complete copy of the by-laws or operating agreements of each Loan Party as in effect on the Amendment No. 3 Effective Date, or in the alternative, certifying that such by-laws or operating agreements have not been amended since the Closing Date and (y) attached thereto is a true and complete copy of resolutions duly adopted by the board of directors, other managers or general partner directors of each Credit Loan Party (or a duly authorized committee thereof) authorizing the execution, delivery and performance of the Loan Documents 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 (II) as to the incumbency and specimen signature of each officer executing any Loan Document on behalf of any Loan Party and signed by another officer as to the incumbency and specimen signature of the Responsible Officer executing the certificate pursuant to this Agreement clause (B); and (3) a certificate signed by a Responsible Officer of the Borrower certifying that (x) before and after giving effect to this Amendment, the December 2012 Extension Amendment representations and warranties of the performance Borrower and each other Loan Party contained in Article V of the Credit Agreement or any other Loan Document shall be true and correct in all material respects on and as of the other Credit DocumentsAmendment No. 3 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 each case all material respects as modified by this Agreement of such earlier date; provided, further, that, any representation and the December 2012 Extension Amendment, warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language shall be true and correct (after giving effect to any qualification therein) in all respects on such respective date and (y) true at the time of and complete copies after giving effect to this Amendment, no Default shall exist, or would result from the Amendment and related Credit Extension or from the application of the Organizational Documents proceeds therefrom. (c) Receipt of consents to this Amendment from Term Lenders and receipt of a Joinder Agreement executed by one or more Additional Term B-2 Lenders such that the aggregate principal amount of the Credit Parties (which may be incorporated by reference into such certificate Exchanged Term B-1 Loans plus the aggregate principal amount of the Additional Term B-2 Commitments shall equal the aggregate principal amount of the outstanding Term B-1 Loans immediately prior to the extent the same are publicly available on the SEC’s website at ▇▇▇.▇▇▇.▇▇▇ in filings identified in such certificate), in each case certified as effectiveness of this Amendment plus the Incremental 2012 Term Effective Date by such Authorized Officer as being in full force and effect without modification or amendment, (B) signature and incumbency certificates of each officer executing this Agreement and the December 2012 Extension Amendment or any other document delivered in connection herewith or therewith on behalf of each Credit Party and (C) good standing certificates for each Credit Party for each jurisdiction in which such Credit Party is organized; andAmount. (d) The Borrower shall have paid to the Administrative Agent, for the ratable account of the Term Lenders on the Amendment No. 3 Effective Date, (i) all accrued and unpaid interest on the Term B-1 Loans to, but not including, the Amendment No. 3 Effective Date on the Amendment No. 3 Effective Date and (ii) the prepayment premium of 1.00% of the amount of Term B-1 Loans held by such Term Lender immediately prior to giving effect to this Amendment (and excluding, for the avoidance of doubt, any loans that may be incurred pursuant to Amendment No. 2) as contemplated by Section 2.05(a)(v) of the Credit Agreement. (e) All fees and expenses due to the Administrative Agent, the Lead Arrangers and the Lenders (including, without limitation, pursuant to Section 6 hereof) required to be paid on the Amendment No. 3 Effective Date and invoiced at least two (2) Business Days prior to the Amendment No. 3 Effective Date shall have been paid. (f) To the extent reasonably requested by an Additional Term B-2 Lender in writing not less than five (5) Business Days prior to the Amendment No. 3 Effective Date, the Administrative Agent shall have received from ▇▇▇▇▇▇received, ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, counsel prior to the Borrowereffectiveness of this Amendment, executed legal opinions covering such matters as all documentation and other information with respect to the Borrower required by regulatory authorities under applicable “know-your-customer” and anti-money laundering rules and regulations, including the PATRIOT Act. (g) The Administrative Agent shall have received a Request for Credit Extension not later than 1:00 p.m. on the Business Day prior to the date of the proposed Credit Extension. With respect to the Amendment in Sections 1(e) only, in addition to subsections (a) through (g) above, the effectiveness of the provisions set forth in Section 1(e) shall be conditioned upon the delivery by each Revolving Credit Lender to the Administrative Agent may reasonably request of a Consent to this Amendment. The Administrative Agent shall notify the Borrower and otherwise reasonably satisfactory to the Administrative AgentLenders of the Amendment No. 1 Effective Date and such notice shall be conclusive and binding.

Conditions to Effectiveness. Section 3.1. Each Extended Revolving Credit Lender that submits an executed counterpart hereto acknowledges and agrees that in the absence of a change to the terms and conditions of this Amendment (including Exhibit A hereto), in each case that is (x) materially adverse to the Extended Revolving Credit Lenders and (y) made after the submission of such executed counterpart, such submission is irrevocable. Section 3.2. This Agreement Amendment shall become effective on the date (the “Incremental 2012 Term Amendment No. 7 Effective Date”) that is the first Business Day on which the following conditions are satisfied or waived (provided that Section 2 hereof may be modified to make ministerial changes to reflect the completion of the Incremental 2012 Term Effective Date in a manner as reasonably agreed between the Borrower and the Administrative Agent):which: (a) The Administrative Agent (or its counsel) shall have received from (i) the Administrative Agent, (ii) each Extended Revolving Credit Lender and (iii) each Loan Party and the Parent GP, (x) a counterpart of this Amendment signed on behalf of such party or (y) written evidence satisfactory to the Administrative Agent (which may include a telecopy or other electronic transmission of a signed signature page of this Amendment) that such party has signed a counterpart of this Amendment. (b) The Administrative Agent shall have received executed signature pages to this Amendment from US Holdingsreceived, the Borrower, each other Credit Party that is party to a Credit Document and Citibank, N.A., in its capacity as Administrative Agent and Collateral Agent; (b) each of the conditions to effectiveness of the December 2012 Extension Amendment shall have been satisfied except with respect to the payment of the Extension Fee set forth therein; (c) the Administrative Agent shall have received (A) a certificate of an Authorized Officer of each Credit Party attaching (x) a copy of the resolutions, in form and substance reasonably satisfactory to the Administrative Agent, of the board of directors, other managers or general partner of each Credit Party (or a duly authorized committee thereof) authorizing the execution, delivery and performance of this Agreement and the December 2012 Extension Amendment and the performance of the Credit Agreement and the other Credit Documents, in each case as modified by this Agreement and the December 2012 Extension Amendment, (y) true and complete copies of the Organizational Documents of the Credit Parties (which may be incorporated by reference into such certificate to the extent the same are publicly available on the SEC’s website at ▇▇▇.▇▇▇.▇▇▇ in filings identified in such certificate), in each case certified as of the Incremental 2012 Term Effective Date by such Authorized Officer as being in full force and effect without modification or amendment, (B) signature and incumbency certificates of each officer executing this Agreement and the December 2012 Extension Amendment or any other document delivered in connection herewith or therewith on behalf of itself, the Collateral Agent, the Lenders and each Credit Party and L/C Issuer on the Amendment No. 7 Effective Date, a written opinion of (Ci) good standing certificates for each Credit Party for each jurisdiction in which such Credit Party is organized; and (d) the Administrative Agent shall have received from ▇▇▇▇▇▇, ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇ LLP, New York counsel to the Loan Parties and (ii) ▇▇▇▇▇▇ LLP▇▇▇ ▇▇▇▇▇, Texas counsel to the BorrowerLoan Parties, executed legal opinions covering such matters in each case (A) dated as of the Amendment No. 7 Effective Date, (B) addressed to each L/C Issuer on the Amendment No. 7 Effective Date, the Administrative Agent, the Collateral Agent may reasonably request and otherwise the Lenders and (C) in form and substance reasonably satisfactory to the Administrative Agent. (c) The Administrative Agent shall have received a copy of the certificate or articles of incorporation, certificate of limited partnership, certificate of formation or other equivalent organizational documents, including all amendments thereto, of each Loan Party and the Parent GP, (A) in the case of a corporation, certified as of a recent date by the Secretary of State (or other similar official) of the jurisdiction of its organization, and a certificate as to the good standing (to the extent such concept or a similar concept exists under the laws of such jurisdiction) of each such Loan Party or the Parent GP as of a recent date from such Secretary of State (or other similar official) or (B) in the case of a partnership or limited liability company, certified by the Secretary or Assistant Secretary of each such Loan Party or the Parent GP, or in the alternative (other than in the case of the Co-Borrowers), a certificate stating that such certificate or articles of incorporation or organization have not been amended since the Amendment No. 6

Conditions to Effectiveness. This Agreement shall become effective on The effectiveness of this Amendment is subject to the date satisfaction of the following conditions precedent (the first date upon which all such conditions have been satisfied being herein called the “Incremental 2012 Term Effective Date”) that is the first Business Day on which the following conditions are satisfied or waived (provided that Section 2 hereof may be modified to make ministerial changes to reflect the completion of the Incremental 2012 Term Effective Date in a manner as reasonably agreed between the Borrower and the Administrative Agent): (a) the Administrative Agent shall have received executed signature pages the following, each in form and substance satisfactory to Agent and its legal counsel: (i) this Amendment from US Holdings, duly executed by the Borrower, each other Credit Party that is party to a Credit Document Loan Parties and Citibank, N.A., in its capacity as Administrative Agent and Collateral Agent; (bii) each that certain Amended and Restated Revolving Credit Note, duly executed by Borrowers in the aggregate amount of $40,000,000 (the conditions to effectiveness of the December 2012 Extension Amendment shall have been satisfied except with respect to the payment of the Extension Fee set forth therein“Amended and Restated Revolving Credit Note”); (ciii) the Administrative Agent shall have received (A) a certificate that certain Promissory Note, dated as of an Authorized Officer July , 2013, duly executed by TCP in favor of each Credit Party attaching (x) a copy of the resolutionsBeacon Point Capital, LLC, in form and substance reasonably satisfactory to the Administrative principal amount of $21,510,000; (iv) that certain Subordination Agreement, dated as of July , 2013, duly executed by the Agent, of Beacon Point Capital, LLC, as the board of directorssubordinated party, other managers or general partner of TCP and each Credit Party Additional Agent (or a duly authorized committee thereof) authorizing the execution, delivery and performance of this Agreement and the December 2012 Extension Amendment and the performance of the Credit Agreement and the other Credit Documents, in each case as modified by this Agreement and the December 2012 Extension Amendment, (y) true and complete copies of the Organizational Documents of the Credit Parties (which may be incorporated by reference into such certificate to the extent the same are publicly available on the SEC’s website at ▇▇▇.▇▇▇.▇▇▇ in filings identified in such certificatedefined therein), in each case certified as of the Incremental 2012 Term Effective Date by such Authorized Officer as being in full force and effect without modification amended, modified, or amendment, (B) signature and incumbency certificates of each officer executing this Agreement and the December 2012 Extension Amendment or any other document delivered in connection herewith or therewith on behalf of each Credit Party and (C) good standing certificates for each Credit Party for each jurisdiction in which such Credit Party is organized; andsupplemented from time to time; (dv) the Administrative Agent shall have received from ▇▇▇▇▇▇an opinion of Skadden, ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP and ▇▇▇▇▇▇▇ Arps, Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, LLP as counsel to the BorrowerLoan Parties, executed legal opinions covering with respect to such matters as Agent shall reasonably request; (vi) other than the Administrative GEO Foundation Litigation as previously disclosed to the Agent in writing prior to the date hereof, no litigation, investigation or proceeding before or by any arbitrator or Governmental Body shall be continuing or threatened against any Loan Party or against the officers or directors of any Loan Party in connection with this Amendment, the Credit Agreement, the Other Documents or any of the transactions contemplated thereby and which, in the reasonable opinion of Agent, is deemed material; and (ii) no injunction, writ, restraining order or other order of any nature materially adverse to any Loan Party or the conduct of its business or inconsistent with the due consummation of the transactions contemplated by this Amendment shall have been issued by any Governmental Body; (vii) an executed Financial Condition Certificate substantially in the form of Exhibit 8.1(k) of the Credit Agreement; (viii) a closing certificate signed by the Chief Financial Officer of each Loan Party dated as of the date hereof, stating that (a) all representations and warranties set forth in this Amendment, the Credit Agreement and the Other Documents, after giving effect to the waiver of the Specified Events of Default and the amendments set forth in terms of this Amendment are true and correct in all material respects on and as of the date hereof to the same extent as though made on and as of the date hereof, except to the extent 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 on and as of such earlier date, (b) each Loan Party is in compliance with all terms and provisions set forth in the Credit Agreement as amended by this Amendment and the Other Documents and on and as of the date hereof and (c) no Default or Event of Default has occurred or is continuing on the date hereof after giving effect to the waiver of the Specified Events of Default and the amendments set forth in terms of this Amendment; and (ix) such other documents as may be reasonably request requested by Agent. (b) No Default or Event of Default shall have occurred and otherwise be continuing and no Default or Event of Default, after giving effect to the Amendment, will result from the execution, delivery or performance of this Amendment. (c) Since December 31, 2012, there shall not have occurred any event, condition or state of facts which could reasonably be expected to have a Material Adverse Effect other than the GEO Foundation Litigation. (d) Agent shall have received payment by Borrowers of an amendment fee equal to Seventy-Five Thousand Dollars ($75,000.00), in immediately available funds, which fee shall be fully earned upon the effectiveness of this Amendment. (e) Borrowers shall have paid all accrued and unpaid fees and expenses of the Lenders and Agent as required by Section 15.9 of the Credit Agreement (including, without limitation, the reasonable fees and expenses of outside counsel). (f) All corporate and other proceedings taken in connection with the transactions contemplated by this Amendment and all documents, instruments and other legal matters incident thereto shall be reasonably satisfactory in form and substance to the Administrative AgentAgent and its legal counsel.

Conditions to Effectiveness. This The effectiveness of this Agreement shall become effective on the date (the “Incremental 2012 Term Effective Date”) that is the first Business Day on which subject to satisfaction or waiver of the following conditions are satisfied or waived precedent (provided that Section 2 hereof may be modified to make ministerial changes to reflect except as expressly set forth in the completion of the Incremental 2012 Term Effective Date in a manner as reasonably agreed between the Borrower and the Administrative AgentPost-Closing Letter): (a) The Administrative Agent (or its counsel) shall have received from each Loan Party and the Lenders a counterpart of this Agreement and all other applicable Loan Documents signed on behalf of each such party. (b) The Administrative Agent shall have received executed signature pages to this Amendment from US Holdings, the Borrower, each other Credit Party that is party to a Credit Document and Citibank, N.A., in its capacity as Administrative Agent and Collateral Agent; written opinion (b) each of the conditions to effectiveness of the December 2012 Extension Amendment shall have been satisfied except with respect to the payment of the Extension Fee set forth therein; (c) the Administrative Agent shall have received (A) a certificate of an Authorized Officer of each Credit Party attaching (x) a copy of the resolutions, in form and substance reasonably satisfactory addressed to the Administrative Agent, of the board of directors, other managers or general partner Collateral Agent and the Lenders and dated the Third Restatement Date) of each Credit Party of (or a duly authorized committee thereofi) authorizing the execution, delivery and performance of this Agreement and the December 2012 Extension Amendment and the performance of the Credit Agreement and the other Credit Documents, in each case as modified by this Agreement and the December 2012 Extension Amendment, (y) true and complete copies of the Organizational Documents of the Credit Parties (which may be incorporated by reference into such certificate to the extent the same are publicly available on the SEC’s website at Ropes & ▇▇▇.▇▇▇.▇▇▇ in filings identified in such certificate)LLP, in each case certified as of counsel for the Incremental 2012 Term Effective Date by such Authorized Officer as being in full force and effect without modification or amendmentLoan Parties, (Bii) signature and incumbency certificates of each officer executing this Agreement and the December 2012 Extension Amendment or any other document delivered in connection herewith or therewith on behalf of each Credit Party and (C) good standing certificates for each Credit Party for each jurisdiction in which such Credit Party is organized; and (d) the Administrative Agent shall have received from ▇▇▇▇▇▇, ▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP LLP, Ohio counsel for the Loan Parties and (iii) ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, Virginia counsel to for the BorrowerLoan Parties, executed legal opinions in each case covering such matters relating to the Loan Parties, the Loan Documents or the transactions contemplated thereby as the Administrative Agent shall reasonably request. The Loan Parties hereby request such counsel to deliver such opinions. (c) The Administrative Agent shall have received Organization Documents and such other documents and certificates as the Administrative Agent or its counsel may reasonably request relating to the organization and existence of each Loan Party, the authorization of the transactions contemplated by the Loan Documents, incumbency certificates evidencing the identity, authority and capacity of each of certain Responsible Officers 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 on the Third Restatement Date and any other legal matters relating to the Loan Parties, the Loan Documents or the transactions contemplated thereby, all in form and substance reasonably satisfactory to the Administrative Agent and its counsel. (d) The Administrative Agent shall have received a Borrowing Base Certificate dated as of the Third Restatement Date, relating to the month ended April 30, 2016, and executed by a Financial Officer of the Lead Borrower. (e) All representations and warranties contained in this Agreement and the other Loan Documents or otherwise made in writing in connection herewith or therewith shall be true and correct in all material respects on and as of the Third Restatement Date, other than representations and warranties that relate solely to an earlier date, which shall be true and correct in all material respects as of such earlier date, provided that any representations and warranties which are qualified as to “materiality”, “Material Adverse Effect” or similar language shall be true and correct in all respects as of such respective dates. (f) No Material Adverse Effect shall have occurred since January 30, 2016, and the Administrative Agent shall have received a certificate from a Responsible Officer of the Lead Borrower to that effect. (g) The Collateral Agent shall have received results of searches or other evidence reasonably satisfactory to the Collateral Agent (in each case dated as of a date reasonably satisfactory to the Collateral Agent) indicating the absence of Liens on the assets of the Loan Parties, except for Permitted Encumbrances and Liens for which termination statements and releases or subordination agreements are being tendered on the Third Restatement Date. (h) The Administrative Agent shall be reasonably satisfied with the amount, types and terms and conditions of all insurance maintained by the Loan Parties; and the Administrative Agent shall have received insurance certificates naming the Collateral Agent, on behalf of the Lenders, as an additional insured or lender’s loss payee, as the case may be, under each insurance policy to be maintained with respect to the Collateral and as to which the Administrative Agent shall have reasonably requested to be so named. (i) The Administrative Agent shall be reasonably satisfied that all fees due on the Third Restatement Date and, to the extent invoiced at least two Business Days prior to the Third Restatement Date, all Credit Party Expenses incurred in connection with the establishment of the credit facility contemplated hereby (including the reasonable fees and expenses of counsel to the Administrative Agent and the Collateral Agent), shall be paid in full. (j) After giving effect to this Agreement and the transactions contemplated hereby, no Default or Event of Default shall be continuing. (k) The Collateral Agent shall have received (i) all documents and instruments, including Uniform Commercial Code financing statements, required by Applicable Law or reasonably requested by the Collateral Agent to be filed, registered or recorded to create or perfect in the United States the first priority Liens intended to be created under the Loan Documents and (ii) the Credit Card Notifications and Blocked Account Agreements to the extent required pursuant to SECTION 2.18 hereof. (l) The Administrative Agent shall have received, at least three Business Days prior to the Third Restatement Date, all documentation and other information that is required by regulatory authorities and/or the Administrative Agent’s due diligence investigation under applicable “know your customer” and anti-money laundering rules and regulations, including the KYC Provisions (as defined in SECTION 9.19 below), to the extent such documentation and other information has been requested in writing by the Administrative Agent at least 10 Business Days prior to the Third Restatement Date, and the results of such investigation shall be reasonably satisfactory to the Administrative Agent. (m) The Administrative Agent shall have received and be satisfied with detailed financial projections, including, in each case, a Consolidated income statement, balance sheet, statement of cash flow and Availability analysis and business assumptions for the Borrowers on (x) a quarterly basis for the Fiscal Year ending January 28, 2017, and (y) on an annual basis, for the Fiscal Years ending February 3, 2018 and February 3, 2019 (the “Specified Projections”).

Conditions to Effectiveness. This Agreement shall become effective on the date (the “Incremental 2012 Term Effective Date”) that is the first Business Day on which each of the following conditions precedent are satisfied or waived (provided that Section 2 hereof may be modified to make ministerial changes to reflect the completion of the Incremental 2012 Term Effective Date in a manner as reasonably agreed between the Borrower and the Administrative Agent):waived: (a) the The Administrative Agent shall have received executed signature pages to this Amendment from US Holdings, each of the Borrowerfollowing, each other of which shall be originals, facsimiles or PDFs delivered by electronic mail unless otherwise specified, each properly executed by a Responsible Officer of the signing Credit Party that is party to a Credit Document and CitibankParty, N.A.each dated the Closing Date (or, in its capacity as Administrative Agent the case of certificates of governmental officials, a recent date before the Closing Date): (i) executed counterparts of this Agreement and Collateral Agent;the Guarantee Agreement; and (ii) a Revolving Loan Note executed by the Borrower in favor of each Lender that has requested a Revolving Loan Note at least three Business Days prior to the Closing Date. (b) each of The Administrative Agent and the conditions to effectiveness of the December 2012 Extension Amendment Lenders shall have been satisfied except with respect received (i) the Historical Financial Statements, (ii) the Historical Statutory Statements and (iii) an annual budget and one-year financial projections for Parent in a form reasonably acceptable to the payment of the Extension Fee set forth therein;Administrative Agent. (c) the The Administrative Agent shall have received received: (Ai) a certificate of an Authorized Officer of each Credit Party attaching (x) a copy copies of the resolutions, in form and substance reasonably satisfactory to the Administrative Agent, resolutions of the board of directors, authorized subcommittee thereof, or other managers or general partner equivalent body of each Credit Party (or a duly authorized committee thereof) authorizing the execution, delivery and performance of this Agreement and the December 2012 Extension Amendment and the performance of the Credit Agreement and the other Credit Documents, in each case as modified by this Agreement and the December 2012 Extension Amendment, (y) true and complete copies of the Organizational Documents of the Credit Parties (which may be incorporated by reference into such certificate Transactions to the extent the same are publicly available on the SEC’s website at ▇▇▇.▇▇▇.▇▇▇ in filings identified in such certificate), in each case certified as of the Incremental 2012 Term Effective Date by such Authorized Officer as being in full force and effect without modification or amendment, (B) signature and incumbency certificates of each officer executing this Agreement and the December 2012 Extension Amendment or any other document delivered in connection herewith or therewith on behalf of each Credit Party and (C) good standing certificates for each Credit Party for each jurisdiction in which such Credit Party is organizeda party, certified as of the Closing Date by a Responsible Officer of such Credit Party; (ii) a certificate of a Responsible Officer of each Credit Party certifying the names and true signatures of the officers of such Credit Party authorized to execute, deliver and perform, as applicable, this Agreement and all other Loan Documents to be delivered by such Credit Party hereunder; (iii) the articles or certificate of incorporation or equivalent document of each Credit Party as in effect on the Closing Date, certified by the Secretary of State (or similar, applicable Governmental Authority) of its state of incorporation or organization as of a recent date; (iv) the by-laws or equivalent document of each Credit Party as in effect on the Closing Date, certified by a Responsible Officer of such Credit Party as of the Closing Date; (v) to the extent such concept is applicable in such jurisdiction, a certificate of good standing or equivalent document for each Credit Party from the Secretary of State (or similar, applicable Governmental Authority) of its state of incorporation or organization as of a recent date; and (vi) a certificate of compliance for each Insurance Subsidiary from the applicable Department as of a recent date. (d) the The Administrative Agent shall have received written opinions, reasonably acceptable to the Administrative Agent in form and substance, (addressed to the Administrative Agent and the Lenders and dated the Closing Date) from (i) Debevoise & ▇▇▇▇▇▇▇▇, LLP, counsel for the Credit Parties and (ii) ▇▇▇▇▇▇▇▇, ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLPFinger, P.A., special Delaware counsel to the BorrowerCredit Parties. (e) The Administrative Agent and the Lead Arrangers shall have been paid all costs, executed legal opinions covering such matters as fees and expenses (including, without limitation, Attorney Costs of the Administrative Agent may reasonably request and otherwise reasonably satisfactory the Lead Arrangers) to the extent then due and payable to the Administrative AgentAgent or the Lead Arrangers, including those fees payable pursuant to the Engagement Letter (and with respect to expenses of the Lead Arrangers (other than Attorney Costs) limited to those expenses provided for in the Engagement Letter and (except in the case of fees) to the extent invoiced to the Borrower no later than three Business Days prior to the Closing Date. (f) The Administrative Agent shall have received (i) a certificate signed by a Responsible Officer of the Borrower, dated as of the Closing Date certifying that each of the conditions precedent specified in clauses (g), (i) and (j) of this Section 4.01 have been satisfied and (ii) a solvency certificate executed by an authorized representative of the Borrower, substantially in the form of Exhibit H. (g) All governmental and regulatory authorizations and third party approvals necessary in connection with (i) the financing contemplated hereby and (ii) the continuing operation of the Credit Parties and their Subsidiaries, in each case, shall have been obtained and be in full force and effect; except, with respect to clause (ii) only, where failure to obtain such authorizations or approvals would not have a Material Adverse Effect. (h) Each Credit Party shall have provided the documentation and other information to the Administrative Agent as they reasonably determine are required by bank regulatory authorities under applicable “know-your-customer” and Anti-Money Laundering Laws, including the Patriot Act, at least five Business Days prior to the Closing Date. (i) There will not exist (pro forma for the financing hereunder) any “event of default” under the Existing Debt or any other Material Indebtedness of Parent or its Subsidiaries. (j) All of the representations and warranties contained herein or in any Loan Document by the Borrower and each Guarantor shall be true and correct in all material respects on the Closing Date to the same extent as though made on and as of that date, except to the extent such representations and warranties specifically relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects on and as of such earlier date; provided that, in each case, such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof.

Conditions to Effectiveness. This Agreement Amendment shall become effective on the date (the “Incremental 2012 Term Effective Date”) that is the first Business Day on which each of the following conditions are satisfied or waived (provided that Section 2 hereof may be modified to make ministerial changes to reflect the completion of the Incremental 2012 Term Effective Date in a manner as reasonably agreed between the Borrower and the Administrative Agent):is satisfied: (a) The Administrative Agent’s receipt of the following, each of which shall be originals or facsimiles or electronic copies (followed promptly by originals) unless otherwise specified: (1) counterparts of this Amendment executed by (A) each Loan Party and (B) the Administrative Agent shall have received executed signature pages to this Amendment from US Holdings, the Borrower, each other Credit Party that is party to a Credit Document and Citibank, N.A., in its capacity as Administrative Agent and Collateral Agent; (2) a Note executed by the Borrower in favor of each Lender requesting a Note at least two (2) Business Days prior to the Amendment No. 2 Effective Date, if any. (b) The Administrative Agent’s receipt of the following, each of the conditions to effectiveness of the December 2012 Extension Amendment which shall have been satisfied except with respect to the payment of the Extension Fee set forth thereinbe originals or facsimiles or electronic copies (followed promptly by originals) unless otherwise specified; (c1) an opinion of (i) Ropes & ▇▇▇▇ LLP, New York counsel to the Loan Parties and (ii) ▇▇▇▇▇ ▇▇▇▇ LLP, Georgia counsel to the Loan Parties, each dated the Amendment No. 2 Effective Date and addressed to the Administrative Agent shall have received (A) a certificate of an Authorized Officer of each Credit Party attaching (x) a copy of and the resolutionsLenders, in a form and substance reasonably satisfactory to the Administrative Agent; (2) (A) certificates of good standing (to the extent such concept exists in such Loan Party’s state of organization) from the applicable secretary of state of the state of organization of each Loan Party, and (B) a certificate of a Responsible Officer of each Loan Party dated the Amendment No. 2 Effective Date and certifying (I) to the effect that (w) attached thereto is a true and complete copy of the certificate or articles of incorporation or organization such Loan Party certified as of a recent date by the secretary of state of the state of its organization, or in the alternative, certifying that such certificate or articles of incorporation or organization have not been amended since the Closing Date, and that such certificate or articles are in full force and effect, (x) attached thereto is a true and complete copy of the by-laws or operating agreements of each Loan Party as in effect on the Amendment No. 2 Effective Date, or in the alternative, certifying that such by-laws or operating agreements have not been amended since the Closing Date and (y) attached thereto is a true and complete copy of resolutions duly adopted by the board of directors, other managers or general partner directors of each Credit Loan Party (or a duly authorized committee thereof) authorizing the execution, delivery and performance of the Loan Documents 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 (II) as to the incumbency and specimen signature of each officer executing any Loan Document on behalf of any Loan Party and signed by another officer as to the incumbency and specimen signature of the Responsible Officer executing the certificate pursuant to this Agreement clause (B); and (3) a certificate signed by a Responsible Officer of the Borrower certifying that (x) before and the December 2012 Extension after giving effect to this Amendment and related Credit Extension, the performance representations and warranties of the Borrower and each other Loan Party contained in Article V of the Credit Agreement or any other Loan Document shall be true and correct in all material respects on and as of the other Credit DocumentsAmendment No. 2 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 each case all material respects as modified by this Agreement of such earlier date; provided, further, that, any representation and the December 2012 Extension Amendment, warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language shall be true and correct (after giving effect to any qualification therein) in all respects on such respective date and (y) true at the time of and complete copies after giving effect to this Amendment, no Default shall exist, or would result from the Amendment and related Credit Extension or from the application of the Organizational Documents proceeds therefrom. (c) Receipt of an Incremental Joinder Agreement executed by one or more Incremental Term B-2 Lenders such that the Credit Parties (which may be incorporated by reference into such certificate to the extent the same are publicly available on the SEC’s website at ▇▇▇.▇▇▇.▇▇▇ in filings identified in such certificate), in each case certified as aggregate principal amount of the Incremental 2012 Term Effective Date by such Authorized Officer as being in full force and effect without modification or amendment, (B) signature and incumbency certificates of each officer executing this Agreement and the December 2012 Extension Amendment or any other document delivered in connection herewith or therewith on behalf of each Credit Party and (C) good standing certificates for each Credit Party for each jurisdiction in which such Credit Party is organized; andB-2 Loan shall be $50,000,000. (d) The consummation of the Acquisition pursuant to the terms of the Stock Purchase Agreement, dated as of January 3, 2012, among the Borrower and Gen-Probe Incorporated and related schedules and other appendices (the “Acquisition Agreement”), without waiver or amendment of the terms thereof in a manner materially adverse to the interest of the Incremental Term B-2 Lenders, without the consent of the Lead Arrangers (such consent not to be unreasonably withheld or delayed), taking into consideration the terms of the Acquisition Agreement. (e) The Borrowers shall have paid in aggregate to the Administrative Agent, for the account of each Incremental Term B-2 Lender a fee equal to 0.50% of the principal amount of Incremental Term B-2 Loans drawn under the Credit Agreement on the Amendment No. 2 Effective Date and held by such Lender as of the Amendment No. 2 Effective Date; (f) All fees and expenses due to the Administrative Agent, the Lead Arrangers and the Lenders (including, without limitation, pursuant to Section 5 hereof) required to be paid on the Amendment No. 2 Effective Date and invoiced at least two (2) Business Days prior to the Amendment No. 2 Effective Date shall have been paid. (g) To the extent reasonably requested by an Incremental Term B-2 Lender in writing not less than five (5) Business Days prior to the Amendment No. 2 Effective Date, the Administrative Agent shall have received from ▇▇▇▇▇▇received, ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, counsel prior to the Borrowereffectiveness of this Amendment, executed legal opinions covering such matters as all documentation and other information with respect to the Borrower required by regulatory authorities under applicable “know-your-customer” and anti-money laundering rules and regulations, including the PATRIOT Act. (h) The Administrative Agent may reasonably request and otherwise reasonably satisfactory shall have received a Request for Credit Extension for the proposed Credit Extension in accordance with the provisions of the Credit Agreement (immediately after giving effect to this Amendment). (i) Prior to or substantially concurrently with the effectiveness of this Amendment, Amendment No. 3 to the Credit Agreement shall have been executed and delivered. The Administrative AgentAgent shall notify the Borrower and the Lenders of the Amendment No. 2 Effective Date and such notice shall be conclusive and binding.

Conditions to Effectiveness. This Agreement Amendment shall become effective on the date (the “Incremental 2012 Term Effective Date”) that is the first Business Day on which each of the following conditions are satisfied or waived (provided that Section 2 hereof may be modified to make ministerial changes to reflect the completion of the Incremental 2012 Term Effective Date in a manner as reasonably agreed between the Borrower and the Administrative Agent):is satisfied: (a) The Administrative Agent’s receipt of the following, each of which shall be originals or facsimiles or electronic copies (followed promptly by originals) unless otherwise specified: (1) counterparts of this Amendment executed by (A) each Loan Party and (B) the Administrative Agent shall have received executed signature pages to this Amendment from US Holdings, the Borrower, each other Credit Party that is party to a Credit Document and Citibank, N.A., in its capacity as Administrative Agent and Collateral Agent; (b2) each of Consents to this Amendment executed by the conditions to effectiveness of the December 2012 Extension Amendment shall have been satisfied except with respect to the payment of the Extension Fee set forth therein; (c) the Administrative Agent shall have received (A) a certificate of an Authorized Officer of each Credit Party attaching (x) a copy of the resolutions, in form and substance reasonably satisfactory to the Administrative Agent, of the board of directors, other managers or general partner of each Credit Party (or a duly authorized committee thereof) authorizing the execution, delivery and performance of this Agreement and the December 2012 Extension Amendment and the performance of the Credit Agreement and the other Credit Documents, in each case as modified by this Agreement and the December 2012 Extension Amendment, (y) true and complete copies of the Organizational Documents of the Credit Parties (which may be incorporated by reference into such certificate to the extent the same are publicly available on the SEC’s website at ▇▇▇.▇▇▇.▇▇▇ in filings identified in such certificate), in each case certified as of the Incremental 2012 Term Effective Date by such Authorized Officer as being in full force and effect without modification or amendment, (B) signature and incumbency certificates of each officer executing this Agreement and the December 2012 Extension Amendment or any other document delivered in connection herewith or therewith on behalf of each Credit Party and (C) good standing certificates for each Credit Party for each jurisdiction in which such Credit Party is organizedRequired Lenders; and (d3) a Note executed by the relevant Borrowers in favor of each Lender requesting a Note at least two (2) Business Days prior to the Amendment No. 4 Effective Date, if any. (b) The Administrative Agent Agent’s receipt of the following, each of which shall have received from be originals or facsimiles or electronic copies (followed promptly by originals) unless otherwise specified; (1) an opinion of (i) Ropes & ▇▇▇▇ LLP, New York counsel to the Loan Parties and (ii) ▇▇▇▇▇▇, ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, P.C., New Jersey counsel to the BorrowerLoan Parties, executed legal opinions covering such matters as each dated the Amendment No. 4 Effective Date and addressed to the Administrative Agent may reasonably request and otherwise the Lenders, in a form reasonably satisfactory to the Administrative Agent; (2) (A) certificates of good standing (to the extent such concept exists in such Loan Party’s state of organization) from the applicable secretary of state of the state of organization of each Loan Party, and (B) a certificate of a Responsible Officer of each Loan Party dated the Amendment No. 4 Effective Date and certifying (I) to the effect that (w) attached thereto is a true and complete copy of the certificate or articles of incorporation or organization such Loan Party certified as of a recent date by the secretary of state of the state of its organization, or in the alternative, certifying that such certificate or articles of incorporation or organization have not been amended since the Closing Date, and that such certificate or articles are in full force and effect, (x) attached thereto is a true and complete copy of the by-laws or operating agreements of each Loan Party as in effect on the Amendment No. 4 Effective Date, or in the alternative, certifying that such by-laws or operating agreements have not been amended since the Closing Date and (y) attached thereto is a true and complete copy of resolutions duly adopted by the board of directors of each Loan Party authorizing the execution, delivery and performance of the Loan Documents 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 (II) as to the incumbency and specimen signature of each officer executing any Loan Document on behalf of any Loan Party and signed by another officer as to the incumbency and specimen signature of the Responsible Officer executing the certificate pursuant to this clause (B); and (3) a certificate signed by a Responsible Officer of the Parent Borrower certifying that (x) before and after giving effect to this Amendment, the representations and warranties of the Parent Borrower and each other Loan Party contained in Article V of the Credit Agreement or any other Loan Document 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 (after giving effect to any qualification therein) in all respects on such respective date and (y) at the time of and after giving effect to this Amendment, no Default shall exist, or would result from the Amendment and related Credit Extension or from the application of the proceeds therefrom. (c) The Administrative Agent shall have received a completed “Life-of-Loan” Federal Emergency Management Agency Standard Flood Hazard Determination with respect to the Mortgaged Property located in the United States as of the Amendment No. 4 Effective Date (together with a notice about special flood hazard area status and flood disaster assistance duly executed by the Parent Borrower and the applicable Loan Party relating thereto, if required) and, if any such Mortgaged Property is located in a special flood hazard area, evidence of flood insurance to the extent required pursuant to the Credit Agreement. (d) Receipt of Consents from Term Lenders and receipt of a Joinder Agreement executed by one or more Additional Term B-2 Lenders such that the aggregate principal amount of the Exchanged Term B-1 Loans plus the aggregate principal amount of the Additional Term B-2 Commitments shall equal the aggregate principal amount of the outstanding Term B-1 Loans immediately prior to the effectiveness of this Amendment. (e) The Parent Borrower shall have paid to the Administrative Agent, for the ratable account of the Term Lenders immediately prior to the Amendment No. 4 Effective Date, all accrued and unpaid interest on the Term B-1 Loans to, but not including, the Amendment No. 4 Effective Date on the Amendment No. 4 Effective Date. (f) All fees and expenses due to the Administrative Agent and the Amendment No. 4 Lead Arrangers (including, without limitation, pursuant to Section 6 hereof) required to be paid on the Amendment No. 4 Effective Date and invoiced at least two (2) Business Days prior to the Amendment No. 4 Effective Date shall have been paid. (g) To the extent reasonably requested by an Additional Term B-2 Lender in writing not less than five (5) Business Days prior to the Amendment No. 4 Effective Date, the Administrative Agent shall have received, prior to the effectiveness of this Amendment, all documentation and other information with respect to the Parent Borrower required by regulatory authorities under applicable “know-your-customer” and anti-money laundering rules and regulations, including the PATRIOT Act. (h) The Administrative Agent shall have received a Request for Credit Extension not later than 1:00 p.m. on the Business Day prior to the date of the proposed Credit Extension. The Administrative Agent shall notify the Parent Borrower and the Lenders of the Amendment No. 4 Effective Date and such notice shall be conclusive and binding.

Conditions to Effectiveness. This Agreement The effectiveness of this Amendment and the obligations of the Term B-5 Lenders to make the Term B-5 Loans shall become effective on the date (the “Incremental 2012 Term Amendment No. 6 Effective Date”) that is , which shall be the first Business Day on which the following conditions are satisfied or waived waived: (provided that Section 2 hereof may be modified to make ministerial changes to reflect i) the completion Administrative Agent (or its counsel) shall have received counterparts of this Amendment or Amendment No. 6 Consents that, when taken together, bear the Incremental 2012 signatures of (A) each Amendment No. 6 Cashless Option Lender and each Amendment No. 6 Post-Closing Option Lender, (B) the Administrative Agent, (C) the Additional Term Effective Date in a manner as reasonably agreed between B-5 Lender, (D) the Borrower and the Administrative Agent):(E) each Guarantor; (aii) the Administrative Agent shall have received executed signature pages to this Amendment from US Holdings, a notice of Borrowing for the Borrower, each other Additional Term B-5 Loans (whether in writing or by telephone) in accordance with the Credit Party that is party to a Credit Document and Citibank, N.A., in its capacity as Administrative Agent and Collateral AgentAgreement; (b) each of the conditions to effectiveness of the December 2012 Extension Amendment shall have been satisfied except with respect to the payment of the Extension Fee set forth therein; (ciii) the Administrative Agent Agent’s receipt of the following, each of which shall have received be originals or facsimiles or electronic copies (followed promptly by originals) unless otherwise specified: (A) a certificate favorable opinion of an Authorized Officer of each Credit Party attaching (x) a copy of ▇▇▇▇▇ Day, counsel for the resolutionsLoan Parties, in a form and substance reasonably satisfactory to the Administrative Agent, ; (B) a certificate from a Responsible Officer of each Loan Party dated as of the board Amendment No. 6 Effective Date, and attaching the documents referred to in clause (C) below; (1) resolutions of directors, other managers or general partner the Board of Directors and/or similar governing bodies of each Credit Loan Party approving and authorizing (or a duly authorized committee thereofa) authorizing the execution, delivery and performance of this Agreement the Amendment (and any agreements relating thereto) to which it is a party and (b) in the December 2012 Extension Amendment and the performance case of the Credit Agreement and Borrower, the other Credit Documentsextensions of credit contemplated hereunder, in each case as modified by this Agreement and the December 2012 Extension Amendment, (y) true and complete copies of the Organizational Documents of the Credit Parties (which may be incorporated by reference into such certificate to the extent the same are publicly available on the SEC’s website at ▇▇▇.▇▇▇.▇▇▇ in filings identified in such certificate), in each case certified as of the Incremental 2012 Term Amendment No. 6 Effective Date by such Authorized its secretary, an assistant secretary or a Responsible Officer as being in full force and effect without modification or amendment, amendment and (B2) signature and incumbency certificates a good standing certificate as of a recent date from the applicable Governmental Authority of each officer executing this Agreement and the December 2012 Extension Amendment Loan Party’s jurisdiction of incorporation, organization or any other document delivered in connection herewith or therewith on behalf of each Credit Party and (C) good standing certificates for each Credit Party for each jurisdiction in which such Credit Party is organizedformation; and (dD) an Officer’s Certificate from a Responsible Officer of the Borrower certifying as to compliance with clause (iv) below; (iv) immediately before and immediately after giving effect to this Amendment and the borrowing of or exchange into the Term B-5 Loans and to the application of any proceeds therefrom (i) no Default or Event of Default shall exist and (ii) all of the representations and warranties contained in the Credit Agreement and in the other Loan Documents shall be true and correct in all material respects (or in all respects where qualified by materiality or material adverse effect) at such time (unless stated to relate to a specific earlier date, in which case such representations and warranties shall be true and correct in all material respects (or in all respects where qualified by materiality or material adverse effect) as of such earlier date); (v) the Administrative Agent representations and warranties of each Loan Party set forth in Section 5 below shall have received from ▇▇▇▇▇▇, ▇▇▇▇ & ▇▇▇be true and correct in all material respects (or in all respects where qualified by materiality or material adverse effect); and (vi) the fees in the amounts previously agreed in writing by ▇▇▇▇▇ LLP Fargo Securities, LLC to be received on the Amendment No. 6 Effective Date and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ all reasonable and documented or invoiced out-of-pocket costs and expenses (including the reasonable fees, charges and disbursements of McGuireWoods, LLP, as counsel to the Borrower, executed legal opinions covering such matters as the Administrative Agent may reasonably request Amendment No. 6 Arrangers and otherwise reasonably satisfactory to the Administrative Agent) incurred in connection with the transactions contemplated hereby for which invoices have been presented at least one (1) Business Day prior to the Amendment No. 6 Effective Date shall, upon the Borrowing of the Term B-5 Loans, have been, or will be substantially simultaneously, paid in full.

Conditions to Effectiveness. This Agreement Amendment shall become effective on the date (the “Incremental 2012 Term Amendment No. 1 Effective Date”) that is the first Business Day on which the following conditions are satisfied or waived (provided that Section 2 hereof may be modified to make ministerial changes to reflect the completion of the Incremental 2012 Term Effective Date in a manner as reasonably agreed between the Borrower and the Administrative Agent):which: (a) the Administrative Agent (or its counsel) shall have received executed signature pages to this Amendment (i) from US Holdingsthe Credit Parties, the Borrower, each other Credit Party that is party to a Credit Document and Citibank, N.A., in its capacity as Administrative Agent and Collateral Agenteach Consenting Lender , a counterpart of this Amendment signed on behalf of each such party and (ii) an Assignment and Assumption (the “Master Assignment Agreement”) executed by each Purchasing Lender, the Borrower and each Non-Consenting Lender (or, to the extent permitted by Section 9.1 of the Credit Agreement, the Borrower on behalf of the Non-Consenting Lenders), documenting the assignments, in accordance with Sections 9.1 and 9.6(b) of the Credit Agreement, of all Loans of the Non-Consenting Lenders to the applicable Purchasing Lenders; (b) the Administrative Agent (or its counsel) shall have received the following: (i) certificates of good standing, existence or its equivalent of each Credit Party in its state of organization, certified as of a recent date by the appropriate Governmental Authorities of the applicable state of organization and (ii) a certificate of secretary or assistant secretary of each Credit Party dated the Amendment No. 1 Effective Date, in a form reasonably satisfactory to the Administrative Agent certifying to the effect that (w) such Credit Party’s articles of incorporation or charter documents, as applicable, attached to the certificate delivered to the Administrative Agent on November 2, 2018 (the “November Certificate”) are in full force and effect and have not been amended or otherwise modified prior to the Amendment No. 1 Effective Date other than pursuant the amendments that are attached to the certificate dated as of the Amendment No. 1 Effective Date; (x) such Credit Party’s bylaws or operating agreement, as applicable, attached to the November Certificate are in full force and effect and have not been amended or otherwise modified prior to the Amendment No. 1 Effective Date other than pursuant the amendments that are attached to the certificate delivered on the Amendment No. 1 Effective Date; (y) the resolutions of the board of directors or comparable managing body of such Credit Party attached to the November Certificate approved the Amendment (including the transactions contemplated herein), authorized the execution and delivery hereof and remain in full force and effect and (z) each of the conditions to effectiveness individuals listed in paragraph 6 of the December 2012 Extension November Certificate is a duly elected and qualified officer of such Credit Party as indicated for such individual therein and is authorized to execute and deliver the Amendment shall have been satisfied except with respect to on behalf of such Credit Party, and the payment of signature appearing beside such individual’s name in the Extension Fee set forth thereinNovember Certificate is his genuine signature; (c) the Administrative Agent representations and warranties set forth in Section 2 hereof shall have received (A) a certificate of an Authorized Officer of each Credit Party attaching (x) a copy of the resolutions, in form and substance reasonably satisfactory to the Administrative Agent, of the board of directors, other managers or general partner of each Credit Party (or a duly authorized committee thereof) authorizing the execution, delivery and performance of this Agreement and the December 2012 Extension Amendment and the performance of the Credit Agreement and the other Credit Documents, in each case as modified by this Agreement and the December 2012 Extension Amendment, (y) be true and complete copies of the Organizational Documents of the Credit Parties (which may be incorporated by reference into such certificate to the extent the same are publicly available on the SEC’s website at ▇▇▇.▇▇▇.▇▇▇ in filings identified in such certificate), in each case certified as of the Incremental 2012 Term Effective Date by such Authorized Officer as being in full force correct and effect without modification or amendment, (B) signature and incumbency certificates of each officer executing this Agreement and the December 2012 Extension Amendment or any other document delivered in connection herewith or therewith on behalf of each Credit Party and (C) good standing certificates for each Credit Party for each jurisdiction in which such Credit Party is organized; and (d) the Administrative Agent shall have received from ▇▇▇▇▇▇a certificate of a Responsible Officer to such effect; (d) the Company shall have paid, ▇▇▇▇ & ▇▇▇without duplication, (i) all fees required to be paid on the Amendment No. 1 Effective Date pursuant to the Engagement Letter, dated as of February 1, 2019 (the “Engagement Letter”), among the Company, ▇▇▇▇▇ LLP Fargo Securities, LLC and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLPFargo Bank, counsel National Association and (ii) all fees and expenses due and payable pursuant to Section 4 hereof.; and (e) to the Borrower, executed legal opinions covering such matters as extent requested by the Administrative Agent may reasonably request and otherwise reasonably satisfactory or any Lender not less than five (5) days prior to the Administrative AgentAmendment No. 1 Effective Date, the Lenders shall have received a certification regarding beneficial ownership as required by 31 C.F.R. § 1010.230 in relation to the Company (a “Beneficial Ownership Certification”).

Conditions to Effectiveness. This Agreement, as amended and restated as of the Restated Agreement Date, and the rights and obligations of the parties hereunder, shall become effective on upon the date (the “Incremental 2012 Term Effective Date”) determination by each Bank, in its sole and absolute discretion, that is the first Business Day on which each of the following conditions are satisfied or waived (provided that Section 2 hereof may be modified to make ministerial changes to reflect the completion of the Incremental 2012 Term Effective Date in a manner as reasonably agreed between the Borrower and the Administrative Agent):has been fulfilled: (a) the Administrative Agent shall have received executed signature pages each of the following, in form and substance and, in the case of the materials referred to in clauses (i), (ii), (iv), and (vi) certified in a manner satisfactory to the Administrative Agent: (i) a certificate of the Secretary or an Assistant Secretary of each Loan Party, dated the Restated Agreement Date, substantially in the form of Schedule 2.01(a)(i), to which shall be attached copies of the resolutions and, if not previously delivered pursuant to this Amendment from US HoldingsAgreement, the Borrower, each other Credit Party that is party by-laws referred to a Credit Document and Citibank, N.A., in its capacity as Administrative Agent and Collateral Agentsuch certificate; (bii) if not previously delivered pursuant to this Agreement, a copy of the certificate of incorporation of each Loan Party, certified, as of a recent date, by the Secretary of State or other appropriate official of such Person's jurisdiction of incorporation; (iii) an opinion of counsel for each Loan Party, dated the Restated Agreement Date, in the form of Schedule 2.01(a)(iii), with such changes as the Administrative Agent shall approve; (iv) a copy of each Governmental Approval and other consent or approval listed on Schedule 3.03; (v) a duly executed Note for each Bank, if any, that was not a party hereto immediately prior to the Restated Agreement Date; and (vi) a copy of each of the conditions to effectiveness of Denver JOA Documents and the December 2012 Extension Amendment shall have been satisfied except with respect to the payment of the Extension Fee set forth therein;Salt Lake Acquisition Documents. (cb) the Administrative Agent shall have received (A) a certificate of an Authorized Officer of each Credit Party attaching (x) a copy of the resolutions, in form and substance evidence reasonably satisfactory to it that the Administrative Agent, transactions contemplated by the Salt Lake Acquisition Documents to occur on or prior to the Restated Agreement Date shall have occurred in accordance with the terms of the board of directors, other managers or general partner of each Credit Party (or a duly authorized committee thereof) authorizing the execution, delivery and performance of this Agreement and the December 2012 Extension Amendment and the performance of the Credit Agreement and the other Credit Salt Lake Acquisition Documents, in each case as modified by this Agreement and the December 2012 Extension Amendment, (y) true and complete copies of the Organizational Documents of the Credit Parties (which may be incorporated by reference into such certificate to the extent the same are publicly available on the SEC’s website at ▇▇▇.▇▇▇.▇▇▇ in filings identified in such certificate), in each case certified as of the Incremental 2012 Term Effective Date by such Authorized Officer as being in full force and effect without modification or amendment, (B) signature and incumbency certificates of each officer executing this Agreement and the December 2012 Extension Amendment or any other document delivered in connection herewith or therewith on behalf of each Credit Party and (C) good standing certificates for each Credit Party for each jurisdiction in which such Credit Party is organized; and (dc) all fees payable on or prior to the Restated Agreement Date pursuant to Section 1.09, all fees accrued and unpaid prior to the Restated Agreement Date pursuant to Section 1.09 of this Agreement as in effect prior to amendment and restatement hereof as of the Restated Agreement Date, and all amounts payable pursuant to Section 9.02 for which invoices have been delivered to the Borrower on or prior to the Restated Agreement Date, shall have been paid in full or arrangements satisfactory to the Administrative Agent shall have received from ▇▇▇▇▇▇, ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, counsel been made to cause them to be paid in full on the Borrower, executed legal opinions covering such matters as the Administrative Agent may reasonably request and otherwise reasonably satisfactory to the Administrative AgentRestated Agreement Date.

Conditions to Effectiveness. This Agreement shall become be effective on upon satisfaction (or waiver by the date (Administrative Agent and all of the “Incremental 2012 Term Effective Date”Purchasers) that is the first Business Day on which of the following conditions are satisfied or waived (provided that Section 2 hereof may be modified to make ministerial changes to reflect the completion of the Incremental 2012 Term Effective Date in a manner as reasonably agreed between the Borrower and the Administrative Agent):precedent: ​ (a) receipt by the Administrative Agent shall have received of counterparts of (x) this Agreement duly executed signature pages to this Amendment from US Holdingsby the Credit Parties, the Borrower, each other Credit Party that is party to a Credit Document Purchasers and Citibank, N.A., in its capacity as the Administrative Agent and Collateral Agent(y) the 2022 Private Placement Shares Agreement, duly executed by a Responsible Officer of Super Holdings and by each Purchaser party thereto, together with all exhibits and schedules thereto; (b) receipt by the Administrative Agent of a favorable opinion of Ropes & ▇▇▇▇ LLP, as New York counsel to the Credit Parties, addressed to the Administrative Agent and each Purchaser, in connection with this Agreement, dated as of the conditions to effectiveness of the December 2012 Extension First Amendment shall have been satisfied except with respect Effective Date, and in form and substance reasonably satisfactory to the payment of the Extension Fee set forth thereinAdministrative Agent; (c) receipt by the Administrative Agent shall have received (A) of a certificate favorable opinion of an Authorized Officer of A&L Goodbody LLP, as Irish counsel to the Credit Parties, addressed to the Administrative Agent and each Credit Party attaching (x) a copy Purchaser, in connection with this Agreement, dated as of the resolutionsFirst Amendment Effective Date, and in form and substance reasonably satisfactory to the Administrative Agent. (d) receipt by the Administrative Agent of the following, each of which shall be originals or facsimiles (followed promptly by originals), in form and substance reasonably satisfactory to the Administrative Agent, Agent and its legal counsel: (i) copies of the board of directors, other managers or general partner Organization Documents of each Credit Party (or a duly authorized committee thereof) authorizing the execution, delivery and performance of this Agreement and the December 2012 Extension Amendment and the performance of the Credit Agreement and the other Credit Documents, in each case as modified by this Agreement and the December 2012 Extension Amendment, (y) certified to be true and complete copies as of a recent date by the appropriate Governmental Authority of the Organizational Documents state or other jurisdiction of the its incorporation or organization, where applicable, and certified by a secretary or assistant secretary of such Credit Parties (which may Party to be incorporated by reference into such certificate to the extent the same are publicly available on the SEC’s website at ▇▇▇.▇▇▇.▇▇▇ in filings identified in such certificate), in each case certified true and correct as of the Incremental 2012 Term First Amendment Effective Date by Date; (ii) such Authorized Officer as being in full force and effect without modification certificates of resolutions or amendmentother action, (B) signature and incumbency certificates and/or other certificates of each officer executing this Agreement and the December 2012 Extension Amendment or any other document delivered in connection herewith or therewith on behalf Responsible Officers of each Credit Party as the Administrative Agent may require evidencing the identity, authority and (C) good standing certificates for capacity of each Credit Party for each jurisdiction Responsible Officer thereof authorized to act as a Responsible Officer in which such Credit Party is organizedconnection with this Agreement; and (diii) such documents and certifications as the Administrative Agent may reasonably require to evidence that each Credit Party is duly organized or formed, and is validly existing, in good standing and qualified to engage in business in its state of organization or formation; and (e) Super Holdings shall have received from ▇▇▇▇▇▇entered into share subscription agreements with each of Avista Healthcare Partners, ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP and ▇▇L.P., ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & and ▇▇▇▇▇ ▇▇▇▇▇▇ LLPfor the issuance of its Qualified Capital Stock referred to in Section 2.B.(e). Without limiting the generality of the provisions of the last paragraph of Section 10.03 of the Existing Credit Agreement, counsel for purposes of determining compliance with the conditions specified in this Section 2.A., each Purchaser that has signed this Agreement shall be deemed to the Borrowerhave consented to, executed legal opinions covering such matters as 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 Purchaser unless the Administrative Agent may reasonably request and otherwise reasonably satisfactory shall have received notice from such Purchaser prior to the Administrative Agentproposed First Amendment Effective Date specifying its objection thereto.

Conditions to Effectiveness. This Agreement shall become effective on The effectiveness of this Amendment is subject to the satisfaction of the following conditions precedent (the date (on which all of such conditions shall first be satisfied, the “Incremental 2012 Term Amendment Effective Date”) that is the first Business Day on which the following conditions are satisfied or waived (provided that Section 2 hereof may be modified to make ministerial changes to reflect the completion of the Incremental 2012 Term Effective Date in a manner as reasonably agreed between the Borrower and the Administrative Agent): (a) the The Administrative Agent shall have received executed signature pages to this Amendment from US Holdings, the Borrower, each other Credit Party that is party to a Credit Document the Required Lenders and Citibank, N.A., in its capacity as the Administrative Agent and Collateral Agent;either (i) a counterpart of this Agreement signed on behalf of such party or (ii) written evidence satisfactory to the Administrative Agent (which may include telecopy transmission of a signed signature page) that such party has signed a counterpart of this Amendment. (b) each of the conditions to effectiveness of the December 2012 Extension Amendment shall have been satisfied except with respect to the payment of the Extension Fee set forth therein; (c) the The Administrative Agent shall have received (A) a certificate of an Authorized Officer such documents and certificates as the Administrative Agent or its counsel may reasonably request relating to the organization, existence and good standing of each Credit Party attaching (x) a copy Loan Party, the authorization of the resolutionsAmendment and any other legal matters relating to the Credit Parties and the Loan Documents, all in form and substance reasonably satisfactory to the Administrative Agent, of the board of directors, other managers or general partner of each Credit Party (or a duly authorized committee thereof) authorizing the execution, delivery Agent and performance of this Agreement and the December 2012 Extension Amendment and the performance of the Credit Agreement and the other Credit Documents, in each case as modified by this Agreement and the December 2012 Extension Amendment, (y) true and complete copies of the Organizational Documents of the Credit Parties (which may be incorporated by reference into such certificate to the extent the same are publicly available on the SEC’s website at ▇▇▇its counsel.▇▇▇.▇▇▇ in filings identified in such certificate), in each case certified as of the Incremental 2012 Term Effective Date by such Authorized Officer as being in full force and effect without modification or amendment, (B) signature and incumbency certificates of each officer executing this Agreement and the December 2012 Extension Amendment or any other document delivered in connection herewith or therewith on behalf of each Credit Party and (C) good standing certificates for each Credit Party for each jurisdiction in which such Credit Party is organized; and (dc) the The Administrative Agent shall have received from ▇▇▇▇▇▇a certificate dated as of the Amendment Effective Date, ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, counsel to signed by a Vice President or Financial Officer of the Borrower, executed legal opinions covering such matters certifying that (i) the representations and warranties set forth in Section 5 of this Amendment are true as of the Amendment Effective Date, (ii) after giving effect to the Amendments and the transactions contemplated thereby, no Default or Event of Default has occurred and is continuing and (iii) the conditions set forth in this Section 8 have been satisfied on and as of the Amendment Effective Date (other than conditions that are subject to the satisfaction of the Agent). (d) The Credit Parties shall have paid, or have caused to be paid, all out-of-pocket expenses of the Administrative Agent may reasonably request in connection with this Amendment (including fees, charges and otherwise reasonably satisfactory disbursements of counsel) required to be reimbursed or paid by any Credit Party under the Loan Documents. (e) Since December 31, 2011, there has been no Material Adverse Effect. The Administrative AgentAgent shall notify the Borrower and the Lenders of the Amendment Effective Date and such notice shall be conclusive and binding.

Conditions to Effectiveness. This Agreement Amendment shall become effective on upon the date (the “Incremental 2012 Term Amendment Effective Date”) that is the first Business Day on which the following conditions are satisfied or waived (provided that Section 2 hereof may be modified to make ministerial changes to reflect the completion of the Incremental 2012 Term Effective Date in a manner as reasonably agreed between the Borrower and the Administrative Agent): (a) the Administrative Agent shall have received received: (a) This Amendment, executed signature pages to this Amendment from US Holdingsand delivered by a duly authorized officer of each of the Borrowers, the Borrower, each other Credit Party that is party to a Credit Document and Citibank, N.A., in its capacity as Administrative Agent and Collateral Agent;the Existing Lender. (b) An Acknowledgment and Consent, substantially in the form of Exhibit A hereto, duly executed and delivered by each of the conditions to effectiveness of the December 2012 Extension Amendment shall have been satisfied except with respect to the payment of the Extension Fee set forth therein;Loan Party. (c) A certificate of each Loan Party, dated as of the Amendment Effective Date substantially in the form of Exhibit E to the Credit Agreement, with appropriate insertions and attachments, satisfactory in form and substance to the Administrative Agent shall have received Agent, executed by the President or any Vice President and the Secretary or any Assistant Secretary of such Loan Party. (Ad) a certificate of an Authorized Officer of each Credit Party attaching (x) a A copy of the resolutions, in form and substance reasonably satisfactory to the Administrative Agent, of the board Board of directors, other managers Directors (or general partner analogous body) of each Credit Loan Party (or a duly authorized committee thereof) authorizing the execution, delivery and performance of this Agreement the Amendment Documents (as defined below) and the December 2012 Extension Notes to be delivered, certified by the Secretary or an Assistant Secretary of such Loan Party, or, if applicable, of the general partner or managing member or members of such Loan Party as of the Amendment Effective Date, which certification shall be included in the certificate delivered in respect of such Loan Party pursuant to Section 8(c) and shall state that the resolutions thereby certified have not been amended, modified, revoked or rescinded. (e) To the extent the following have been amended, restated, supplemented or otherwise modified since the Closing Date, a certificate of each Loan Party, dated as of the date hereof, as to the incumbency and signature of the officers of such Loan Party executing any Amendment Document, which certificate shall be included in the certificate delivered in respect of such Loan Party pursuant to Section 8(c), shall be reasonably satisfactory in form and substance to the Administrative Agent, and shall be executed by the President or any Vice President and the performance Secretary or any Assistant Secretary of such Loan Party. (f) To the Credit Agreement and extent the other Credit Documentsfollowing have been amended, in each case as restated, supplemented or otherwise modified by this Agreement and since the December 2012 Extension AmendmentClosing Date, (y) true and complete copies of the Organizational Governing Documents of the Credit Parties (which may be incorporated by reference into such certificate to the extent the same are publicly available on the SEC’s website at ▇▇▇.▇▇▇.▇▇▇ in filings identified in such certificate)each Loan Party, in each case certified as of the Incremental 2012 Term Effective Date date hereof as complete and correct copies thereof by the Secretary or an Assistant Secretary of such Authorized Officer as being Loan Party, which certification shall be included in full force and effect without modification or amendment, (B) signature and incumbency certificates of each officer executing this Agreement and the December 2012 Extension Amendment or any other document certificate delivered in connection herewith or therewith on behalf respect of each Credit such Loan Party pursuant to Section 8(c) and (C) good standing certificates for each Credit Party for each jurisdiction shall be in which such Credit Party is organized; and (d) the Administrative Agent shall have received from ▇▇▇▇▇▇, ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP form and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, counsel to the Borrower, executed legal opinions covering such matters as the Administrative Agent may reasonably request and otherwise substance reasonably satisfactory to the Administrative Agent. (g) A certificate of a Responsible Officer of the Borrowers either (i) attaching copies of all consents, authorizations and filings referred to in Section 6.1(i) of the Credit Agreement, and stating that such consents, licenses and filings are in full force and effect, and each such consent, authorization and filing shall be in form and substance satisfactory to the Administrative Agent or (ii) stating that no such consents, licenses or approvals are so required. (h) A Note of the Borrowers conforming to the requirements of the Credit Agreement and executed by a duly authorized officer of each Borrower in favor of the Existing Lender, in an amount equal to $75,000,000. (i) Certificates dated as of a recent date from the Secretary of State or other appropriate authority, evidencing the good standing of each Loan Party (i) to the extent relevant under applicable laws, in the jurisdiction of its organization and (ii) in each other jurisdiction where its ownership, lease or operation of property or the conduct of its business requires it to qualify as a foreign Person except, as to this subclause (ii), where the failure to so qualify could not have a Material Adverse Effect; provided that, the Loan Parties shall deliver such certificates to the Administrative Agent within ten Business Days following the Amendment Effective Date.

Conditions to Effectiveness. This Agreement Upon the satisfaction (or waiver) of each of the following conditions, this Amendment shall become be deemed effective on as of the date hereof (the “Incremental 2012 Term Effective Date”) that is the first Business Day on which the following conditions are satisfied or waived (provided that Section 2 hereof may be modified to make ministerial changes to reflect the completion of the Incremental 2012 Term Effective Date in a manner as reasonably agreed between the Borrower and the Administrative Agent): (a) receipt by the Administrative Agent shall have received executed signature pages to of counterparts of this Amendment from US Holdingsexecuted and delivered by the Administrative Agent, the Borrower, each other Credit Party that is party to a Credit Document Borrowers and Citibank, N.A., in its capacity as Administrative Agent and Collateral Agentthe Lenders; (b) each of the conditions to effectiveness of the December 2012 Extension Amendment shall have been satisfied except with respect to the extent invoiced at least three (3) Business Days prior to the Effective Date, payment by the Borrowers of all expenses to be paid to the Extension Fee set forth thereinAdministrative Agent and Lenders in connection with the Credit Agreement, this Amendment and the other Loan Documents (including legal fees) and the deliverables described in this Section 5; (c) receipt by each Lender requesting the same at least three (3) Business Days prior to the Effective Date, of a Term Loan Note executed and delivered by the Borrowers, reflecting the increased Term Loan principal amount of such Lender resulting herefrom; (d) receipt by the Administrative Agent shall have received (A) a certificate of an Authorized Officer such written resolutions, minutes of meetings, certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Credit Loan Party attaching (x) a copy of the resolutions, in form and substance reasonably satisfactory to Target as the Administrative Agent, of Agent may require (i) approving the board of directors, other managers or general partner of each Credit Party (or a duly authorized committee thereof) authorizing the execution, delivery and performance of entry into this Agreement and the December 2012 Extension Amendment other Loan Documents to which such Loan Party or Target is a party or is to be a party and (ii) evidencing the performance identity, authority and capacity of the Credit each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Credit Documents, in Loan Documents to which such Loan Party or Target is a party or is to be a party; provided that the Administrative Agent and Lenders party hereto hereby agree to waive any such deliverables of each case as modified by this Agreement and the December 2012 Extension Amendment, Loan Party that is not a U.S. Loan Party; (ye) true and complete copies of the Organizational Documents of the Credit Parties (which may be incorporated by reference into such certificate to the extent applicable in the same are publicly available on the SEC’s website at ▇▇▇.▇▇▇.▇▇▇ in filings identified in such certificate)relevant jurisdiction, in each case certified as of the Incremental 2012 Term Effective Date receipt by such Authorized Officer as being in full force and effect without modification or amendment, (B) signature and incumbency certificates of each officer executing this Agreement and the December 2012 Extension Amendment or any other document delivered in connection herewith or therewith on behalf of each Credit Party and (C) good standing certificates for each Credit Party for each jurisdiction in which such Credit Party is organized; and (d) the Administrative Agent shall have received from of such documents and certifications as the Administrative Agent may reasonably require to evidence that each Loan Party and Target is duly incorporated, organized or formed, is validly existing, in good standing and qualified to engage in business in each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification; provided that the Administrative Agent and Lenders party hereto hereby agree to waive any such deliverables of each Loan Party that is not a U.S. Loan Party; (f) receipt by the Administrative Agent of a favorable opinion of (i) ▇▇▇▇▇▇, ▇▇▇▇ & ▇▇▇▇▇ LLP, counsel to the Loan Parties, (ii) ▇▇▇▇ LLP and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇, P.A., special Minnesota counsel to Talon and (iii) ▇▇▇▇▇ & Lardner LLP, special Florida counsel to the BorrowerTalon (FL), executed legal opinions covering such matters as in each case, addressed to the Administrative Agent and each Lender, as to such matters concerning the Loan Parties and the Loan Documents as the Required Lenders may reasonably request and otherwise reasonably satisfactory to the Administrative Agent.request;

Conditions to Effectiveness. This The effectiveness of the amendments to the Loan Agreement shall become effective on set forth in Section 5 and the obligations of the 2021 Incremental Term B Lenders to make 2021 Incremental Term B Advances are subject to the prior or substantially concurrent satisfaction (or waiver by 2021 Incremental Term B Lenders holding a majority of the 2021 Incremental Term B Commitments as of the 2021 Incremental Effective Date) of the following conditions (the date (of such satisfaction or waiver, the “2021 Incremental 2012 Term Effective Date”) that is the first Business Day on which the following conditions are satisfied or waived (provided that Section 2 hereof may be modified to make ministerial changes to reflect the completion of the Incremental 2012 Term Effective Date in a manner as reasonably agreed between the Borrower and the Administrative Agent): (a) The Administrative Agent (or its counsel) shall have received from each of the Lead Borrower, the Co-Borrower and each other Loan Party, a counterpart of this Amendment signed on behalf of such party. (b) The Administrative Agent shall have received executed signature pages to this Amendment from US Holdings, a certificate of an Officer of each Loan Party dated the Borrower, each other Credit Party that is party to a Credit Document and Citibank, N.A., in its capacity as Administrative Agent and Collateral Agent;2021 Incremental Effective Date: (bi) each either (x) attaching a copy of the conditions to effectiveness 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, certified as of a recent date by the Secretary of State (or other similar official) of the December 2012 Extension Amendment shall have been satisfied except jurisdiction of its organization or (y) with respect to any Loan Party other than the payment Lead Borrower, Co-Borrower or Carnival plc, certifying there have been no changes to the certificate or articles of incorporation, certificate of limited partnership, certificate of formation or other equivalent constituent and governing documents of such Loan Party since the Amendment No. 2 Effective Date, (ii) either (x) attaching a certificate as to the good standing (to the extent such concept or a similar concept exists under the laws of such jurisdiction) of such Loan Party as of a recent date from such Secretary of State (or other similar official) or (y) with respect to any Loan Party other than the Lead Borrower or Co-Borrower, attaching a “bring-down” certificate as to the good standing (to the extent such concept or a similar concept exists under the laws of such jurisdiction) (or in the case of the Extension Fee set forth therein;Italian Guarantor, a “certificato di vigenza”) of such Loan Party as of a recent date, (iii) either (x) certifying that attached thereto is a true and complete copy of the by-laws (or partnership agreement, limited liability company agreement or other equivalent constituent and governing documents) of such Loan Party as in effect at the 2021 Incremental Effective Date and at all times since a date prior to the date of the resolutions described in clause (iv) below or (y) with respect to any Loan Party other than the Lead Borrower or Co-Borrower, certifying that there have been no changes to the by-laws (or partnership agreement, limited liability company agreement or other equivalent constituent and governing documents) of such Loan Party since the Amendment No. 2 Effective Date, (iv) certifying that attached thereto is a true and complete copy of resolutions duly adopted by the Board of Directors (or its managing general partner, managing member, sole member or other equivalent governing body) of such Loan Party authorizing the execution, delivery and performance of this Amendment and any other Loan Documents executed in connection with the transactions contemplated hereby, and granting the necessary powers to individuals to attend to any necessary filings or formal amendments required in connection with the “Collateral” to which such Loan Party is a party and that such resolutions have not been modified, rescinded or amended and are in full force and effect at the 2021 Incremental Effective Date, (v) either (x) certifying as to the incumbency and specimen signature of each officer executing any Loan Document executed in connection with this Amendment on behalf of such Loan Party or (y) with respect to any Loan Party other than the Lead Borrower or Co-Borrower, certifying there have been no changes to the incumbency and specimen signature of each officer executing any Loan Document executed in connection with this Amendment on behalf of such Loan Party since the Amendment No. 2 Effective Date, and (vi) certifying as to the absence of any pending proceeding for the dissolution or liquidation of such Loan Party or, to the knowledge of such Person, threatening the existence of such Loan Party. (c) the The Administrative Agent shall have received received, on behalf of itself and the 2021 Incremental Term B Lenders, a written opinion of (i) P▇▇▇, Weiss, Rifkind, W▇▇▇▇▇▇ & G▇▇▇▇▇▇▇ LLP and (ii) General Counsel of the Company, in each case, (A) a certificate of an Authorized Officer of each Credit Party attaching (x) a copy dated the date of the resolutions2021 Incremental Effective Date, (B) addressed to the Administrative Agent and the Lenders at the 2021 Incremental Effective Date and (C) in form and substance reasonably satisfactory to the Administrative Agent, of Agent covering such matters relating to this Amendment as the board of directors, other managers or general partner of each Credit Party (or a duly authorized committee thereof) authorizing the execution, delivery and performance of this Agreement and the December 2012 Extension Amendment and the performance of the Credit Agreement and the other Credit Documents, in each case as modified by this Agreement and the December 2012 Extension Amendment, (y) true and complete copies of the Organizational Documents of the Credit Parties (which may be incorporated by reference into such certificate to the extent the same are publicly available on the SEC’s website at ▇▇▇Administrative Agent shall reasonably request.▇▇▇.▇▇▇ in filings identified in such certificate), in each case certified as of the Incremental 2012 Term Effective Date by such Authorized Officer as being in full force and effect without modification or amendment, (B) signature and incumbency certificates of each officer executing this Agreement and the December 2012 Extension Amendment or any other document delivered in connection herewith or therewith on behalf of each Credit Party and (C) good standing certificates for each Credit Party for each jurisdiction in which such Credit Party is organized; and (d) The Administrative Agent and each other Person shall have received all fees which the Borrowers shall have agreed in writing to pay to such Persons in connection with the transactions contemplated by this Amendment at or prior to the 2021 Incremental Effective Date and, to the extent invoiced at least three Business Days prior to the 2021 Incremental Effective Date, reimbursement or payment of all reasonable and documented out-of-pocket expenses (including reasonable fees, charges and disbursements of counsel to the Administrative Agent required to be reimbursed or paid by the Borrowers hereunder or under any Loan Document at or prior to the 2021 Incremental Effective Date). (e) The Lead Borrower shall have delivered to the Administrative Agent a certificate from an Officer of the Lead Borrower dated as of the date of the 2021 Incremental Effective Date, to the effect set forth in Sections 3(c) and 3(d) hereof. (f) The Administrative Agent shall have received from ▇▇▇▇▇▇, ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, counsel to the Borrower, executed legal opinions covering such matters as the Administrative Agent may reasonably request and otherwise a solvency certificate in a form reasonably satisfactory to the Administrative AgentAgent signed by a senior financial officer of the Lead Borrower confirming the solvency of the Company and its Subsidiaries on a consolidated basis. (g) The Administrative Agent shall have received on or prior to three Business Days prior to the 2021 Incremental Effective Date all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act, to the extent such information has been requested by the Administrative Agent not less than five Business Days prior to the 2021 Incremental Effective Date. (h) The Administrative Agent shall have received a Notice of Borrowing. (i) The Company shall have designated the Obligations hereunder as Other Pari Passu Obligations (as defined in the Intercreditor Agreement). (j) The Company shall have designated the Obligations hereunder as Other Secured Obligations (as defined in the U.S. Collateral Agreement).

Conditions to Effectiveness. This Agreement shall become effective on the date (Effective Date and enforceable against the “Incremental 2012 Term Effective Date”) that is parties hereto upon the first Business Day on which occurrence of the following conditions are satisfied or waived (provided that Section 2 hereof may be modified to make ministerial changes to reflect the completion of the Incremental 2012 Term Effective Date in a manner as reasonably agreed between the Borrower and the Administrative Agent):precedent: (a) the receipt by the Administrative Agent shall have received of multiple original counterparts of this Agreement executed signature pages to this Amendment from US Holdings, and delivered by duly authorized officers of the Borrower, each other the Guarantors, the Administrative Agent, and Lenders holding at least 71.50% of the aggregate Revolving Credit Party that is party Commitments in effect immediately prior to a Credit Document and Citibank, N.A., in its capacity as Administrative Agent and Collateral Agentthis Agreement; (bi) each evidence satisfactory to the Administrative Agent of the conditions to effectiveness payment in full of all Term Loans outstanding under the December 2012 Extension Amendment shall have been satisfied except with respect to Credit Agreement and all Term Loans outstanding under that certain Term Loan Agreement dated as of March 18, 2015, by and among the payment Borrower, certain lenders party thereto, and ▇▇▇▇▇ Fargo Bank, National Association as administrative agent (the “2015 Term Loan Agreement”), and (ii) the receipt by the Administrative Agent of a customary payoff letter for the Extension Fee set forth therein2015 Term Loan Agreement executed by the Borrower and the administrative agent thereunder; (c) the receipt by the Administrative Agent shall have received (A) of a certificate of an Authorized Officer of each Credit Party attaching (x) a copy of the resolutions, completed and executed Borrowing Base Certificate in form and substance reasonably satisfactory acceptable to the Administrative Agent, of Agent and calculating the board of directors, other managers or general partner of each Credit Party Borrowing Base (or a duly authorized committee thereofas defined in Annex I) authorizing the execution, delivery and performance of this Agreement and the December 2012 Extension Amendment and the performance of the Credit Agreement and the other Credit Documents, to be in each case as modified by this Agreement and the December 2012 Extension Amendment, (y) true and complete copies of the Organizational Documents of the Credit Parties (which may be incorporated by reference into such certificate to the extent the same are publicly available effect on the SEC’s website at ▇▇▇.▇▇▇.▇▇▇ in filings identified in such certificate), in each case certified as of the Incremental 2012 Term Effective Date by such Authorized Officer as being in full force and effect without modification or amendmentcalculated for calendar month end of May 31, (B) signature and incumbency certificates of each officer executing this Agreement and the December 2012 Extension Amendment or any other document delivered in connection herewith or therewith on behalf of each Credit Party and (C) good standing certificates for each Credit Party for each jurisdiction in which such Credit Party is organized; and2016; (d) the receipt by the Administrative Agent of certificates of resolutions or other action, incumbency certificates and/or other certificates of a secretary or assistant secretary or similar officer of each Loan Party as the Administrative Agent may require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party or, if applicable, a certificate certifying that there has been no change thereto since the date of the previously-delivered certificates of a secretary or assistant secretary or similar officer of each Loan Party; (e) the receipt by the Administrative Agent of an executed certificate of the Responsible Officer of the Borrower dated as of the Effective Date stating that (i) no Defaults or Events of Default shall have received from ▇▇▇▇▇▇occurred and be continuing, ▇▇▇▇ & ▇▇▇and (ii) since the date of the financial statements most recently delivered pursuant to Section 6.01(a) of the Credit Agreement, there has been no event or circumstance, individually or in the aggregate, that has had or could reasonably be expected to have a Material Adverse Effect; and (f) evidence satisfactory to the Administrative Agent of (i) the payment in full by the Borrower of all the fees and expenses required to be paid as of or on the Effective Date by Section 10.04 of the Credit Agreement or any other provision of a Loan Document to the extent invoiced prior to the Effective Date and (ii) all fees required to be paid under that certain engagement letter agreement dated as of June 8, 2016 between the Borrower and ▇▇▇▇▇ LLP Fargo Securities, LLC, as amended, and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLPunder that certain fee letter dated as of July 8, counsel to 2016 between the BorrowerBorrower and The Bank of Tokyo-Mitsubishi UFJ, executed legal opinions covering such matters as the Administrative Agent may reasonably request and otherwise reasonably satisfactory to the Administrative Agent.Ltd.

Conditions to Effectiveness. This Agreement Amendment shall become effective on the date (the “Incremental 2012 Term Effective Date”) that is the first Business Day on which each of the following conditions are satisfied or waived (provided that Section 2 hereof may be modified to make ministerial changes to reflect the completion of the Incremental 2012 Term Effective Date in a manner as reasonably agreed between the Borrower and the Administrative Agent):is satisfied: (a) The Administrative Agent’s receipt of the Administrative Agent following, each of which shall have received be originals or facsimiles or electronic copies (followed promptly by originals) unless otherwise specified, and each executed signature pages to this Amendment from US Holdings, by a Responsible Officer of the Borrower: (1) executed counterparts of this Amendment; and (2) a Note executed by the Borrower in favor of each Lender requesting a Note at least two (2) Business Days prior to the Amendment No. 4 Effective Date, each other Credit Party that is party to a Credit Document and Citibank, N.A., in its capacity as Administrative Agent and Collateral Agent;if any. (b) The Administrative Agent’s receipt of the following, each of the conditions to effectiveness of the December 2012 Extension Amendment which shall have been satisfied except with respect to the payment of the Extension Fee set forth thereinbe originals or facsimiles or electronic copies (followed promptly by originals) unless otherwise specified; (c1) the Administrative Agent shall have received (A) a certificate an opinion of an Authorized Officer of each Credit Party attaching (x) a copy of the resolutionsSmith, in form and substance reasonably satisfactory to the Administrative AgentAnderson, of the board of directorsBlount, other managers or general partner of each Credit Party (or a duly authorized committee thereof) authorizing the execution, delivery and performance of this Agreement and the December 2012 Extension Amendment and the performance of the Credit Agreement and the other Credit Documents, in each case as modified by this Agreement and the December 2012 Extension Amendment, (y) true and complete copies of the Organizational Documents of the Credit Parties (which may be incorporated by reference into such certificate to the extent the same are publicly available on the SEC’s website at ▇▇▇.▇▇▇.▇▇▇ in filings identified in such certificate), in each case certified as of the Incremental 2012 Term Effective Date by such Authorized Officer as being in full force and effect without modification or amendment, (B) signature and incumbency certificates of each officer executing this Agreement and the December 2012 Extension Amendment or any other document delivered in connection herewith or therewith on behalf of each Credit Party and (C) good standing certificates for each Credit Party for each jurisdiction in which such Credit Party is organized; and (d) the Administrative Agent shall have received from ▇▇▇▇▇▇Dorsett, ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇, L.L.P. special counsel to the Borrower and (y) ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ & Deutsch LLP, special New York counsel to the Borrower, executed legal opinions covering such matters as in each case, dated the Amendment No. 4 Effective Date and addressed to each L/C Issuer, Arranger, the Administrative Agent may reasonably request and otherwise reasonably satisfactory the Lenders, substantially in the form previously provided to the Administrative Agent; (2) (A) a certificate as to the good standing of each Loan Party as of a recent date, from the Secretary of State of the state of its organization or a similar Governmental Authority and (B) a certificate of a Responsible Officer, secretary or assistant secretary of each Loan Party dated the Amendment No. 4 Effective Date and certifying (I) to the effect that (w) attached thereto is a true and complete copy of the certificate or articles of incorporation or organization such Loan Party certified as of a recent date by the Secretary of State of the state of its organization, or in the alternative (other than in the case of the Borrower), certifying that such certificate or articles of incorporation or organization have not been amended since the Closing Date, and that such certificate or articles are in full force and effect, (x) attached thereto is a true and complete copy of the bylaws or operating agreements of each Loan Party as in effect on the Amendment No. 4 Effective Date, or in the alternative (other than in the case of the Borrower), certifying that such bylaws or operating agreements have not been amended since the Amendment No. 3 Effective Date and (y) attached thereto is a true and complete copy of resolutions duly adopted by the board of directors, board of managers or member, as the case may be, of each Loan Party authorizing the execution, delivery and performance of the Loan Documents 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 (II) as to the incumbency and specimen signature of each officer executing any Loan Document on behalf of any Loan Party and signed by another officer as to the incumbency and specimen signature of the Responsible Officer, secretary or assistant secretary executing the certificate pursuant to this clause (B); (3) a certificate signed by a Responsible Officer of the Borrower certifying as to the satisfaction of the conditions set forth in paragraphs (e) and (f) of this Section 4; and (4) a Guarantor Consent and Reaffirmation, dated as of the date hereof and executed by each of the Guarantors (the “Guarantor Consent and Reaffirmation Agreement”), whereby each of the Guarantors consents to this Amendment and reaffirms each Lien granted by it to the Administrative Agent for the benefit of the Secured Parties under each of the Loan Documents to which it is a party. (c) The Borrower shall have paid to the Administrative Agent for the account of each Revolving Credit Lender that has Amendment No. 4 Additional Revolving Credit Commitments a fee equal to 0.25% of such Revolving Credit Lender’s Amendment No. 4 Additional Revolving Credit Commitments. (d) All fees and expenses due to the Administrative Agent, any Arranger and any Lender, and required to be paid on the Amendment No. 4 Effective Date, including the fees set forth in clause (c) above, shall have been paid. (e) No Default shall exist, or would result from the Amendment and related Credit Extension or from the application of the proceeds therefrom. (f) The representations and warranties of the Borrower and each other Loan Party contained in Article 5 of the Credit Agreement and Section 2 of this Amendment or any other Loan Document shall be true and correct in all material respects (and in all respects if qualified by materiality) on and as of the date hereof, except (A) to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects (and in all respects if qualified by materiality) as of such earlier date and (B) that for purposes of this Section 4, the representations and warranties contained in Section 5.05(a) of the Credit Agreement shall be deemed to refer to the most recent financial statements furnished prior to the Amendment No. 4 Effective Date or pursuant to Section 6.01(a) and Section 6.01(b) of the Credit Agreement. (g) To the extent requested by an Amendment No. 4 Additional Revolving Credit Lender in writing not less than three (3) Business Days prior to the Amendment No. 4 Effective Date, the Administrative Agent shall have received, prior to the effectiveness of this Amendment, all documentation and other information with respect to the Borrower required by regulatory authorities under applicable “know-your-customer” and anti-money laundering rules and regulations, including without limitation the PATRIOT Act. (h) The Administrative Agent shall have received the executed counterparts of the Joinder executed by the Borrower and each Amendment No. 4

Conditions to Effectiveness. This Agreement Amendment shall become effective on the date (the “Incremental 2012 Term Effective Date”) that is the first Business Day on which each of the following conditions are satisfied or waived (provided that Section 2 hereof may be modified to make ministerial changes to reflect the completion of the Incremental 2012 Term Effective Date in a manner as reasonably agreed between the Borrower and the Administrative Agent):is satisfied: (a) The Administrative Agent’s receipt of the following, each of which shall be originals or facsimiles or electronic copies (followed promptly by originals) unless otherwise specified, and each executed by a Responsible Officer of the Borrower: (1) executed counterparts of this Amendment; and (2) a Note executed by the Borrower in favor of each Lender requesting a Note at least two (2) Business Days prior to the Amendment No. 1 Effective Date, if any. (b) The Administrative Agent’s receipt of the following, each of which shall be originals or facsimiles or electronic copies (followed promptly by originals) unless otherwise specified; (1) an opinion of Ropes & ▇▇▇▇ LLP, special counsel to the Borrower, dated the Amendment No. 1 Effective Date and addressed to each L/C Issuer, Arranger, the Administrative Agent shall have received executed signature pages and the Lenders, substantially in the form previously provided to this Amendment from US Holdings, the Borrower, each other Credit Party that is party to a Credit Document and Citibank, N.A., in its capacity as Administrative Agent and Collateral Agent; (b2) each of the conditions to effectiveness of the December 2012 Extension Amendment shall have been satisfied except with respect to the payment of the Extension Fee set forth therein; (c) the Administrative Agent shall have received (A) a certificate as to the good standing of an Authorized each Loan Party as of a recent date, from the Secretary of State of the state of its organization or a similar Governmental Authority and (B) a certificate of a Responsible Officer of each Credit Loan Party attaching dated the Amendment No. 1 Effective Date and certifying (I) to the effect that (w) attached thereto is a true and complete copy of the certificate or articles of incorporation or organization such Loan Party certified as of a recent date by the Secretary of State of the state of its organization, or in the alternative (other than in the case of the Borrower), certifying that such certificate or articles of incorporation or organization have not been amended since the Escrow Release Date, and that such certificate or articles are in full force and effect, (x) attached thereto is a true and complete copy of the resolutionsby-laws or operating agreements of each Loan Party as in effect on the Amendment No. 1 Effective Date, or in form the alternative (other than in the case of the Borrower), certifying that such by-laws or operating agreements have not been amended since the Escrow Release Date and substance reasonably satisfactory to the Administrative Agent, (y) attached thereto is a true and complete copy of resolutions duly adopted by the board of directors, other board of managers or general partner member, as the case may be, of each Credit Loan Party (or a duly authorized committee thereof) authorizing the execution, delivery and performance of the Loan Documents 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 (II) as to the incumbency and specimen signature of each officer executing any Loan Document on behalf of any Loan Party and signed by another officer as to the incumbency and specimen signature of the Responsible Officer executing the certificate pursuant to this Agreement clause (B); and (3) a certificate signed by a Responsible Officer of the Borrower certifying as to the satisfaction of the conditions set forth in paragraphs (f) and (g) of this Section 4 and that the Term B-1 Loans meet the requirements and conditions to be Replacement Term Loans. (c) (i) The aggregate principal amount of the Exchanged Term B Loans plus the aggregate principal amount of the Additional Term B-1 Commitments shall equal the aggregate principal amount of the outstanding Term B Loans immediately prior to the effectiveness of this Amendment plus the Senior Notes Refinancing Amount and (ii) with respect to Section 1(i) solely as it relates to Revolving Credit Loans, each Revolving Credit Lender has delivered to the Administrative Agent a Consent to this Amendment. (d) The Borrower shall have paid to the Administrative Agent, for the ratable account of the Term B Lenders immediately prior to the Amendment No. 1 Effective Date, (x) all accrued and unpaid interest on the Term B Loans to, but not including, the Amendment No. 1 Effective Date on the Amendment No. 1 Effective Date and (y) the prepayment premium pursuant to Section 2.05(a)(iv) of the Credit Agreement. (e) All fees and expenses due to the Administrative Agent, the Arrangers and the December 2012 Extension Lenders required to be paid on the Amendment No. 1 Effective Date shall have been paid. (f) No Default shall exist, or would result from the Amendment and related Credit Extension or from the performance application of the proceeds therefrom. (g) The representations and warranties of the Borrower and each other Loan Party contained in Article 5 of the Credit Agreement and the other Credit Documents, in each case as modified by Section 3 of this Agreement and the December 2012 Extension Amendment, (y) true and complete copies of the Organizational Documents of the Credit Parties (which may be incorporated by reference into such certificate to the extent the same are publicly available on the SEC’s website at ▇▇▇.▇▇▇.▇▇▇ in filings identified in such certificate), in each case certified as of the Incremental 2012 Term Effective Date by such Authorized Officer as being in full force and effect without modification or amendment, (B) signature and incumbency certificates of each officer executing this Agreement and the December 2012 Extension Amendment or any other document delivered Loan Document shall be true and correct in connection herewith or therewith all material respects (and in all respects if qualified by materiality) on behalf and as of each Credit Party the date hereof, except (A) to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects (and in all respects if qualified by materiality) as of such earlier date and (CB) good standing certificates that for each purposes of this Section 4, the representations and warranties contained in Section 5.05(a) of the Credit Party for each jurisdiction in which such Agreement shall be deemed to refer to the most recent financial statements furnished prior to the Amendment No. 1 Effective Date or pursuant to Section 6.01(a) and Section 6.01(b) of the Credit Party is organized; andAgreement. (dh) To the extent requested by an Additional Term B-1 Lender in writing not less than three (3) Business Days prior to the Amendment No. 1 Effective Date, the Administrative Agent shall have received from ▇▇▇▇▇▇received, ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, counsel prior to the Borrowereffectiveness of this Amendment, executed legal opinions covering such matters as all documentation and other information with respect to the Borrower required by regulatory authorities under applicable “know-your-customer” and anti-money laundering rules and regulations, including without limitation the PATRIOT Act. (i) The Administrative Agent may reasonably request and otherwise reasonably satisfactory shall have received a Request for Credit Extension not later than 1:00 p.m. on the Business Day prior to the date of the proposed Credit Extension. The Administrative AgentAgent shall notify the Borrower and the Lenders of the Amendment No. 1 Effective Date and such notice shall be conclusive and binding. Notwithstanding the foregoing, the amendments effected hereby shall not become effective, and the obligations of the Additional Term B-1 Lenders hereunder to make Additional Term B-1 Loans will automatically terminate, if each of the conditions set forth or referred to in this Section 4 has not been satisfied at or prior to 5 p.m., New York City time, on February 25, 2011.

Conditions to Effectiveness. Section 3.1. This Agreement Amendment shall become effective on the date (the “Incremental 2012 Term Amendment No. 4 Effective Date”) that is the first Business Day on which the following conditions are satisfied or waived (provided that Section 2 hereof may be modified to make ministerial changes to reflect the completion of the Incremental 2012 Term Effective Date in a manner as reasonably agreed between the Borrower and the Administrative Agent):which: (a) The Administrative Agent (or its counsel) shall have received from (i) the Administrative Agent, (ii) the Additional Initial B-3 Dollar Term Lender, (iii) Lenders constituting the Required Facility Lenders and the Required Lenders as of the Amendment No. 4 Effective Date after giving effect to the exchange of the Initial B-2 Dollar Term Loans for Initial B-3 Dollar Term Loans and (iv) each Loan Party, (x) a counterpart of this Amendment signed on behalf of such party (including, for purposes of Converting Term B-2 Lenders and Post-Closing Settlement Term Lenders, conversion elections in the form attached as Exhibit B hereto) or (y) written evidence satisfactory to the Administrative Agent (which may include a telecopy or other electronic transmission of a signed signature page of this Amendment) that such party has signed a counterpart of this Amendment. (b) The Administrative Agent shall have received executed signature pages a customary written opinion (addressed to this Amendment from US Holdings, the Borrower, each other Credit Party that is party to a Credit Document and Citibank, N.A., in its capacity as Administrative Agent and Collateral Agent; (bthe Lenders and dated the Amendment No. 4 Effective Date) each of the conditions to effectiveness of the December 2012 Extension Amendment shall have been satisfied except with respect to the payment of the Extension Fee set forth therein; (c) the Administrative Agent shall have received (A) a certificate of an Authorized Officer of each Credit Party attaching (x) a copy of the resolutions, in form and substance reasonably satisfactory to the Administrative Agent, of the board of directors, other managers or general partner of each Credit Party (or a duly authorized committee thereof) authorizing the execution, delivery and performance of this Agreement and the December 2012 Extension Amendment and the performance of the Credit Agreement and the other Credit Documents, in each case as modified by this Agreement and the December 2012 Extension Amendment, (y) true and complete copies of the Organizational Documents of the Credit Parties (which may be incorporated by reference into such certificate to the extent the same are publicly available on the SEC’s website at ▇▇▇.▇▇▇.▇▇▇ in filings identified in such certificate), in each case certified as of the Incremental 2012 Term Effective Date by such Authorized Officer as being in full force and effect without modification or amendment, (B) signature and incumbency certificates of each officer executing this Agreement and the December 2012 Extension Amendment or any other document delivered in connection herewith or therewith on behalf of each Credit Party and (C) good standing certificates for each Credit Party for each jurisdiction in which such Credit Party is organized; and (d) the Administrative Agent shall have received from ▇▇▇▇▇▇, ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP and ▇S▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇B▇▇▇▇▇▇▇ LLP, New York counsel for the Loan Parties. Each of the Borrower and Holdings hereby instruct such counsel to deliver such legal opinion. (c) The Administrative Agent shall have received such certificates of good standing (to the Borrowerextent such concept exists) from the applicable secretary of state of the state of organization of each Loan Party, executed legal opinions covering such matters certificates of resolutions or other action, incumbency certificates, certificates of incorporation (or confirmation of no change since the Amendment No. 3 Effective Date) and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may reasonably request require evidencing the identity, authority and otherwise reasonably satisfactory capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Amendment and the Administrative Agent.other Loan Documents to which such Loan Party is a party or is to be a party on the Amendment No. 4

Conditions to Effectiveness. This Agreement The effectiveness of this Amendment shall become effective on be subject to the satisfaction of the following conditions precedent (the date (upon which this Amendment becomes effective, the “Incremental 2012 Term Amendment Effective Date”) that is the first Business Day on which the following conditions are satisfied or waived (provided that Section 2 hereof may be modified to make ministerial changes to reflect the completion of the Incremental 2012 Term Effective Date in a manner as reasonably agreed between the Borrower and the Administrative Agent): (a) the Administrative The Agent shall have received executed signature pages to received: (1) counterparts of this Amendment from US Holdingsthat, when taken together, bear the Borrower, signatures of (A) each other Credit Loan Party that is party and (B) the Consenting Lenders. (2) a counterpart of the fee letter (the “Amendment Fee Letter”) to a Credit Document and Citibank, N.A.be delivered in connection with this Amendment duly executed by the Company. (3) counterparts of the ABL-Term Intercreditor Agreement, in its capacity as form and substance acceptable to the Agent, that, when taken together, bear the signatures of (A) the Term Loan Administrative Agent and Collateral Agent;(B) each Loan Party. (b4) counterparts of the Master Assignment and Assumption Agreement that, when taken together, bear the signatures of (A) each of Lender party thereto and (B) each party required to consent thereto in accordance with the conditions to effectiveness of Credit Agreement, and the December 2012 Extension Amendment Master Assignment and Assumption Agreement shall have been satisfied except with respect be in full force and effect. (5) a certificate, which demonstrates that (i) the Company and the Restricted Subsidiaries, on a consolidated basis, are and, after giving effect to the payment of Amendment No. 3 Transactions, will be and will continue to be, Solvent, and (ii) Global Excess Availability, after giving effect to the Extension Fee set forth therein;Amendment No. 3 Transactions, shall not be less than $175,000,000. (c6) the Administrative Agent shall have received (Ax) a certificate of an Authorized Officer of each Credit Party attaching (x) a copy Loan Party, dated as of the resolutionsdate hereof, in form and substance reasonably satisfactory acceptable to the Administrative Agent, with appropriate insertions and attachments, including certified organizational authorizations, resolutions, incumbency certifications, the certificate of the board of directors, incorporation or other managers or general partner similar Organizational Document of each Credit Loan Party (or a duly authorized committee thereof) authorizing the execution, delivery and performance of this Agreement and the December 2012 Extension Amendment and the performance of the Credit Agreement and the other Credit Documents, in each case as modified by this Agreement and the December 2012 Extension Amendment, (y) true and complete copies of the Organizational Documents of the Credit Parties (which may be incorporated by reference into such certificate to the extent the same are publicly available on the SEC’s website at ▇▇▇.▇▇▇.▇▇▇ in filings identified in such certificate), in each case certified as of a recent date by the Incremental 2012 Term Effective Date relevant authority of the jurisdiction of organization of such Loan Party and bylaws or other similar Organizational Document of each Loan Party certified by such Authorized a Responsible Officer as being in full force and effect without modification on the date hereof; provided, that in lieu of the attachments referred to above, such certificate may certify that (i) since the prior date of delivery, there have been no amendments to the certificate of incorporation, bylaws or amendmentother similar Organizational Documents of such Loan Party and/or (ii) no changes have been made to the relevant information contained on the incumbency certificate of the Responsible Officer of such Loan Party previously delivered by such Loan Party, (B) signature and incumbency certificates of each officer executing this Agreement and the December 2012 Extension Amendment or any other document delivered in connection herewith or therewith on behalf of each Credit Party and (Cy) a good standing certificates certificate (long form, to the extent available) for each Credit Loan Party for each from its jurisdiction in which of organization certified by the relevant authority of the jurisdiction of organization of such Credit Loan Party is organized; andas of a recent date. (d7) the Administrative Agent shall have received from The executed legal opinion of Cleary, Gottlieb, ▇▇▇▇▇▇, ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, such other executed legal opinions of counsel to the Borrower, executed legal opinions covering such matters Loan Parties as the Administrative Agent may reasonably request require in connection with this Amendment, each of which shall be in form and otherwise substance reasonably satisfactory to the Administrative Agent. (8) The duly executed and effective Term Loan Amendment. (b) No Default or Event of Default shall have occurred and be continuing on and as of the Amendment Effective Date or, after giving effect hereto and thereto, would result from this Amendment and the transactions contemplated hereby (including the Amendment No. 3 Transactions).

Conditions to Effectiveness. This Agreement shall become effective The effectiveness of this Amendment is subject to the satisfaction or waiver, on or prior to January 26, 2018, of the following conditions precedent (the date (the “Incremental 2012 Term Effective Date”) that is the first Business Day on which the following all such conditions are satisfied or waived (provided that Section 2 hereof may be modified to make ministerial changes to reflect waived, the completion of the Incremental 2012 Term “Amendment Effective Date in a manner as reasonably agreed between the Borrower and the Administrative AgentDate”): (a) The Administrative Agent (or its counsel) shall have received from each Loan Party and each Lender either (i) a counterpart of this Agreement signed on behalf of such parties or (ii) written evidence satisfactory to the Administrative Agent (which may include facsimile or other electronic transmission of a signed signature page of this Agreement) that such parties have signed a counterpart of this Agreement. (b) The Administrative Agent shall have received reimbursement of all costs and expenses required to be paid by the Loan Parties in connection with the transactions contemplated hereby. (c) The representations and warranties set forth in Section 5 shall be true and correct, and the Administrative Agent shall have received executed signature pages to this Amendment from US Holdings, the Borrower, each other Credit Party that is party to a Credit Document and Citibank, N.A., in its capacity as Administrative Agent and Collateral Agent; (b) each of the conditions to effectiveness of the December 2012 Extension Amendment shall have been satisfied except with respect to the payment of the Extension Fee set forth therein; (c) the Administrative Agent shall have received (A) a certificate of an Authorized Officer of each Credit Party attaching (x) a copy of the resolutions, in form and substance reasonably satisfactory to the Administrative Agent, of the board of directors, other managers or general partner of each Credit Party (or a duly authorized committee thereof) authorizing the execution, delivery and performance of this Agreement and the December 2012 Extension Amendment and the performance of the Credit Agreement and the other Credit Documents, in each case as modified by this Agreement and the December 2012 Extension Amendment, (y) true and complete copies of the Organizational Documents of the Credit Parties (which may be incorporated by reference into such certificate to the extent the same are publicly available on the SEC’s website at ▇▇▇.▇▇▇.▇▇▇ in filings identified in such certificate), in each case certified that effect dated as of the Incremental 2012 Term Amendment Effective Date and executed by such Authorized a Responsible Officer as being in full force and effect without modification or amendment, (B) signature and incumbency certificates of each officer executing this Agreement and the December 2012 Extension Amendment or any other document delivered in connection herewith or therewith on behalf of each Credit Party and (C) good standing certificates for each Credit Party for each jurisdiction in which such Credit Party is organized; andHoldings. (d) the The Administrative Agent and its counsel shall have received from ▇▇executed copies of favorable written opinions of ▇▇▇▇, ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP and ▇▇▇▇▇▇▇ Weiss, Rifkind, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, counsel to for the BorrowerLoan Parties, executed legal opinions covering such matters as the Administrative Agent may reasonably request and otherwise each local counsel listed on Exhibit C, in each case, in form and substance reasonably satisfactory to the Administrative Agent and its counsel, dated as of the Amendment Effective Date. (e) On or before the Amendment Effective Date, each Loan Party shall deliver or cause to be delivered to the Administrative Agent and each of the Lenders the following, each, unless otherwise noted, dated the Amendment Effective Date: (i) Certified copies of the certificate of incorporation, organization or formation, together with a good standing certificate, certificate of status or certificate of compliance (as applicable) from the applicable Governmental Authority of its jurisdiction of incorporation, organization or formation, each dated a recent date prior to the Amendment Effective Date (or, in lieu of such certificate of incorporation, organization or formation, a certification by a Responsible Officer that there has been no change to such certificate of incorporation, organization or formation since the most recent copy delivered to the Administrative Agent., together with a good standing certificate, certificate of status or certificate of compliance (as applicable) from the applicable Governmental Authority of its jurisdiction of incorporation, organization or formation dated a recent date prior to the Amendment Effective Date); (ii) Copies of its Organizational Documents, other than such Organizational Documents required to be delivered under clause (i) above, certified as of the Amendment Effective Date by its corporate secretary or an assistant secretary (or, in lieu of such Organizational Documents, a certification by a Responsible Officer that there has been no change to such Organizational Documents since the most recent copy delivered to the Administrative Agent);

Conditions to Effectiveness. 4.1 This Agreement Amendment shall become effective on the date (such date, the “Incremental 2012 Term Second Restatement Effective Date”) that is the first Business Day on which the following conditions are satisfied or waived (provided that Section 2 hereof may be modified to make ministerial changes to reflect the completion of the Incremental 2012 Term Effective Date in a manner as reasonably agreed between the Borrower and the Administrative Agent):shall have been satisfied: (a) the Administrative Agent (or its counsel) shall have received executed signature pages to counterparts of this Amendment from US Holdingsthat, when taken together, bear the Borrowersignatures of (A) each Revolving Credit Lender and L/C Issuer, (B) each other Credit Party that is party to a Credit Document Extended 2017 Incremental Term Lender, (C) Lenders constituting the Required Lenders, (D) the Administrative Agent, (E) the New Extended 2017 Incremental Term Lender, (F) the Borrower and Citibank, N.A., in its capacity as Administrative Agent and Collateral Agent(G) the Guarantors; (b) each of the conditions to effectiveness of the December 2012 Extension Amendment Borrower shall have been satisfied except with respect paid to the payment Administrative Agent and the Eighth Amendment Arrangers all reasonable and documented out-of-pocket expenses (including the reasonable fees and expenses of counsel for the Extension Fee set forth thereinAdministrative Agent and the Eighth Amendment Arrangers) incurred in connection with this Amendment and all other fees and expenses then due and payable to the Administrative Agent and the Eighth Amendment Arrangers in connection with this Amendment, in each case to the extent invoiced one business day prior to the Second Restatement Effective Date; (c) the Administrative Agent shall have received received: (A) a certificate certified copy of an Authorized Officer the Certificate or Articles of Incorporation or equivalent formation document of each Credit Loan Party attaching and any and all material amendments and restatements thereof, certified as of a recent date, in the case of the Certificate or Articles of Incorporation or equivalent formation document of the Borrower and each other Loan Party requested by the Administrative Agent, by the relevant Secretary of State of organization or formation (xand to the extent such certified copies are not requested by the Administrative Agent, certified by the secretary of the relevant Loan Party); and (B) a copy of a good standing certificate, certificate of existence or other evidence of existence or formation in the resolutionsjurisdiction of organization from the Secretary of State of the state of organization, dated as of a recent date, from each Loan Party listing all charter documents affecting such Loan Party and certifying as to the good standing of such Loan Party; (d) the Administrative Agent shall have received a certificate from the Borrower, dated as of the Second Restatement Effective Date, certifying that the conditions set forth in clauses (f) and (g) of this Section 4.1 have been satisfied; (e) the Administrative Agent shall have received such opinions of counsel from counsel to the Loan Parties, each of which shall be addressed to the Administrative Agent and the Lenders (including the New Extended 2017 Incremental Term Lender) and dated the Second Restatement Effective Date and in form and substance reasonably satisfactory to the Administrative Agent, ; and (f) the representations and warranties of the board of directors, Borrower and each other managers or general partner of each Credit Loan Party (or a duly authorized committee thereof) authorizing the execution, delivery and performance of this Agreement and the December 2012 Extension Amendment and the performance contained in Article V of the Credit Agreement or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, shall be true and correct in all material respects (or, with respect to representations and warranties modified by a materiality or Material Adverse Effect standard, in all respects) on and as of the other Second Restatement Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects (or, with respect to representations and warranties modified by a materiality or Material Adverse Effect standard, in all respects) as of such earlier date; (g) both before and immediately after giving effect to this Amendment, there shall exist no Default or Event of Default; (h) the Borrower shall have paid to the Administrative Agent, (i) for the account of (1) each Extended 2017 Incremental Term Lender and (2) the New Extended 2017 Incremental Term Lender, a fee in an amount equal to 2.00% of the aggregate principal amount of (x) such Extended 2017 Incremental Term Lender’s Existing 2017 Incremental Term Loans and (y) in the case of the New Extended 2017 Incremental Term Lender, such 2017 Incremental Term Loans purchased and assumed by the New Extended 2017 Incremental Term Lender pursuant to Section 6 hereof and (ii) for the account of each Revolving Credit DocumentsLender, a fee in an amount equal to 0.50% of the aggregate principal amount of such Revolving Credit Lender’s Revolving Credit Commitments under the Credit Agreement immediately after the Second Restatement Effective Date; (i) the Borrower shall have paid (i) to the Administrative Agent for the account of each Revolving Credit Lender (A) the aggregate principal amount of all Existing Revolving Credit Loans, together with all accrued and unpaid interest thereon to, but not including, the Second Restatement Effective Date, (B) all accrued and unpaid Commitment Fees and (C) all accrued and unpaid Letter of Credit Fees, in each case as modified by this Agreement to, but not including, the Second Restatement Effective Date and the December 2012 Extension Amendment, (yii) true to each L/C Issuer accrued and complete copies of the Organizational Documents unpaid fronting fees in accordance with Section 2.03(i) of the Credit Parties (which may be incorporated by reference into such certificate Agreement to but not including the extent the same are publicly available on the SEC’s website at ▇▇▇.▇▇▇.▇▇▇ in filings identified in such certificate), in each case certified as of the Incremental 2012 Term Second Restatement Effective Date by such Authorized Officer as being in full force and effect without modification or amendment, (B) signature and incumbency certificates of each officer executing this Agreement and the December 2012 Extension Amendment or any other document delivered in connection herewith or therewith on behalf of each Credit Party and (C) good standing certificates for each Credit Party for each jurisdiction in which such Credit Party is organizedDate; and (dj) With respect to each Mortgaged Property, the Administrative Agent shall have received from ▇▇▇▇▇▇a completed “Life-of-Loan” Federal Emergency Management Agency standard flood hazard determination, ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLPif an improvement is located on any portion of any Mortgaged Property in an area identified by the Federal Emergency Management Agency (or any successor agent) as a Special Flood Hazard Area with respect to which flood insurance has been made available under the National Flood Insurance Act of 1994 (as now or hereafter in effect or successor act thereto), counsel to a notice about special flood hazard area status duly executed by the Borrower, executed legal opinions covering such matters Borrower and evidence of flood insurance as required by Section 6.07 of the Administrative Agent may reasonably request Second Amended and otherwise reasonably satisfactory to the Administrative AgentRestated Credit Agreement.

Conditions to Effectiveness. This Agreement Amendment shall become effective on the date (the “Incremental 2012 Term Amendment No. 2 Effective Date”) that is the first Business Day on which each of the following conditions are satisfied or waived (provided that Section 2 hereof may be modified to make ministerial changes to reflect precedent has been fulfilled as determined by the completion of Agent: a. This Amendment shall have been duly executed and delivered by Holdings, the Incremental 2012 Term Effective Date in a manner as reasonably agreed between Borrowers, each L/C Lender, the Borrower Issuing Bank and the Administrative Agent): (a) , and the Administrative Agent shall have received executed signature pages to this Amendment from US Holdingscounterparts hereof that, when taken together, bear the Borrower, each other Credit Party that is party to a Credit Document and Citibank, N.A., in its capacity as Administrative Agent and Collateral Agent; (b) signatures of each of the conditions to effectiveness other parties hereto. b. The Agent’s receipt of the December 2012 Extension following, each of which shall be originals or pdf copies (followed promptly by originals) unless otherwise specified, each properly executed by an Authorized Officer of the signing Loan Party (or, if applicable, the signing L/C Lender), each dated as of the Amendment shall have been satisfied except No. 2 Effective Date (or, in the case of certificates of governmental officials, a recent date before the Amendment No. 2 Effective Date) and each in form and substance satisfactory to Agent: i. a reaffirmation agreement (the “Amendment No. 2 Reaffirmation Agreement”) reaffirming (i) the guaranty and the liens granted under the Guarantee and Collateral Agreement duly executed and delivered by each Loan Party party to the Guarantee and Collateral Agreement and (ii) the liens granted under the Collateral Agreement (as defined in the Amended LC Facility Agreement). ii. a perfection certificate with respect to the payment Borrowers and the other Loan Parties (the “Amendment No. 2 Perfection Certificate”). iii. such certificates of resolutions or other action, incumbency certificates and/or other certificates of Authorized Officers of each Loan Party and each L/C Lender as the Extension Fee set forth thereinAgent may reasonably require evidencing (A) the authority of each Loan Party or L/C Lender to enter into this Amendment and the other documents or instruments executed or to be executed in connection with this Amendment to which such Loan Party or L/C Lender is a party or is to be a party and (B) the identity, authority and capacity of each Authorized Officer thereof authorized to act as an Authorized Officer in connection with this Amendment and such other documents to which such Loan Party is a party or is to be a party; iv. copies of each Loan Party’s and L/C Lender’s organization or other governing documents and such other documents and certifications as the Agent may reasonably require to evidence that each Loan Party or L/C Lender is duly organized or formed, and that each Loan Party or L/C Lender is validly existing and in good standing in its jurisdiction of organization; (c) the Administrative Agent shall have received (A) a certificate an opinion of an Authorized Officer in house counsel to Holdings and of each Credit Party attaching (x) a copy of one or more special or local counsel to Holdings, the resolutionsBorrowers, in form and substance reasonably satisfactory to the Administrative Agent, of the board of directors, other managers or general partner of each Credit Party (or a duly authorized committee thereof) authorizing the execution, delivery and performance of this Agreement and the December 2012 Extension Amendment and the performance of the Credit Agreement and the other Credit DocumentsLoan Parties, in each case as modified by this Agreement and the December 2012 Extension Amendment, (y) true and complete copies of the Organizational Documents of the Credit Parties (which may be incorporated by reference into such certificate addressed to the extent the same are publicly available on the SEC’s website at ▇▇▇.▇▇▇.▇▇▇ in filings identified in such certificate), in Agent and each case certified Lender as of the Incremental 2012 Term Effective Date by such Authorized Officer as being in full force and effect without modification or amendment, (B) signature and incumbency certificates of each officer executing this Agreement and the December 2012 Extension Amendment or any other document delivered in connection herewith or therewith on behalf of each Credit Party and (C) good standing certificates for each Credit Party for each jurisdiction in which such Credit Party is organized; and (d) the Administrative Agent shall have received from ▇▇▇▇▇▇, ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, counsel to the Borrower, executed legal opinions covering such matters as the Administrative Agent may reasonably request and otherwise (B) an opinion of counsel to the L/C Lenders, addressed to the Agent and Issuing Bank as to such matters as the Agent may reasonably request; vi. a certificate signed by an Authorized Officer of Holdings and the Borrowers certifying (A) the conditions specified in Section 5.b. have been satisfied or will be substantially simultaneously with the Amendment No. 2 Effective Date, (B) the representations and warranties made by each Loan Party in or pursuant to this Amendment (including Sections 2, 5.c and 5.d hereof) and the other Loan Documents are true and correct on and as of the date hereof in all material respects, before and after giving effect to the Amendment, as though made on and as of such date, except to the extent that (a) such representations or warranties are qualified by a materiality standard, in which case they shall be true and correct in all respects, and (b) such representations or 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), (C) both immediately before and immediately after giving effect to the Amendment, no event has occurred and is continuing that constitutes a Default or an Event of Default, (D) that no Collateral Coverage Event (as defined in the Indenture for the Existing Second Lien Notes) shall exist as of the date hereof, (E) to the Solvency of the Loan Parties, taken as a whole, as of the Amendment No. 2 Effective Date after giving effect to the transactions contemplated hereby, (F) that the Amendment No. 2 Perfection Certificate is true and correct in all material respects, and (G) that attached to such certificates are the true and correct executed copies of the Guarantee and Collateral Agreement and the Existing Intercreditor Agreement; vii. results of searches or other evidence reasonably satisfactory to the Administrative Agent (in each case dated as of a date reasonably satisfactory to the Agent) indicating the absence of Liens on the assets of the Loan Parties, except for Liens permitted by Section 6.02(a) of the Amended LC Facility Agreement; viii. such other customary certificates, documents or consents as the Agent reasonably may require; and ix. an Existing Agent Acknowledgement and Consent, duly executed by the Existing Agent and Holdings, and the Borrowers. c. Since January 30, 2017, there shall not have been any event, circumstance or effect that has had or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. d. After giving effect to this Amendment and the transactions contemplated hereunder, Capped Excess Availability shall not be less than $150,000,000. e. The Borrowers shall have paid all fees, expenses and other amounts due and owing to the Agent, the Issuing Bank and the L/C Lenders that have executed this Amendment.

Conditions to Effectiveness. This Agreement shall become effective The effectiveness of this Amendment is subject to the satisfaction or waiver, on or prior to June 29, 2018, of the following conditions precedent (the date (the “Incremental 2012 Term Effective Date”) that is the first Business Day on which the following all such conditions are satisfied or waived (provided that Section 2 hereof may be modified to make ministerial changes to reflect waived, the completion of the Incremental 2012 Term “Amendment Effective Date in a manner as reasonably agreed between the Borrower and the Administrative AgentDate”): (a) The Administrative Agent (or its counsel) shall have received from each Loan Party, each Existing Lender party hereto (which shall constitute the Requisite Lenders) and each Commitment Increase Lender either (i) a counterpart of this Agreement signed on behalf of such parties or (ii) written evidence satisfactory to the Administrative Agent (which may include facsimile or other electronic transmission of a signed signature page of this Agreement) that such parties have signed a counterpart of this Agreement. (b) The Administrative Agent shall have received reimbursement of all costs and expenses required to be paid by the Loan Parties in connection with the transactions contemplated hereby. (c) The representations and warranties set forth in Section 4 shall be true and correct, and the Administrative Agent shall have received executed signature pages to this Amendment from US Holdings, the Borrower, each other Credit Party that is party to a Credit Document and Citibank, N.A., in its capacity as Administrative Agent and Collateral Agent; (b) each of the conditions to effectiveness of the December 2012 Extension Amendment shall have been satisfied except with respect to the payment of the Extension Fee set forth therein; (c) the Administrative Agent shall have received (A) a certificate of an Authorized Officer of each Credit Party attaching (x) a copy of the resolutions, in form and substance reasonably satisfactory to the Administrative Agent, of the board of directors, other managers or general partner of each Credit Party (or a duly authorized committee thereof) authorizing the execution, delivery and performance of this Agreement and the December 2012 Extension Amendment and the performance of the Credit Agreement and the other Credit Documents, in each case as modified by this Agreement and the December 2012 Extension Amendment, (y) true and complete copies of the Organizational Documents of the Credit Parties (which may be incorporated by reference into such certificate to the extent the same are publicly available on the SEC’s website at ▇▇▇.▇▇▇.▇▇▇ in filings identified in such certificate), in each case certified that effect dated as of the Incremental 2012 Term Amendment Effective Date and executed by such Authorized a Responsible Officer as being in full force and effect without modification or amendment, (B) signature and incumbency certificates of each officer executing this Agreement and the December 2012 Extension Amendment or any other document delivered in connection herewith or therewith on behalf of each Credit Party and (C) good standing certificates for each Credit Party for each jurisdiction in which such Credit Party is organized; andHoldings. (d) the The Administrative Agent and its counsel shall have received from ▇▇executed copies of favorable written opinions of ▇▇▇▇, ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP and ▇▇▇▇▇▇▇ Weiss, Rifkind, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, counsel to for the BorrowerLoan Parties, executed legal opinions covering such matters as the Administrative Agent may reasonably request and otherwise each local counsel listed on Exhibit C, in each case, in form and substance reasonably satisfactory to the Administrative Agent and its counsel, dated as of the Amendment Effective Date. (e) On or before the Amendment Effective Date, each Loan Party shall deliver or cause to be delivered to the Administrative Agent and each of the Lenders the following, each, unless otherwise noted, dated the Amendment Effective Date: (i) Certified copies of the certificate of incorporation, organization or formation, together with a good standing certificate, certificate of status or certificate of compliance (as applicable) from the applicable Governmental Authority of its jurisdiction of incorporation, organization or formation, each dated a recent date prior to the Amendment Effective Date (or, in lieu of such certificate of incorporation, organization or formation, a certification by a Responsible Officer that there has been no change to such certificate of incorporation, organization or formation since the most recent copy delivered to the Administrative Agent, together with a good standing certificate, certificate of status or certificate of compliance (as applicable) from the applicable Governmental Authority of its jurisdiction of incorporation, organization or formation dated a recent date prior to the Amendment Effective Date); (ii) Copies of its Organizational Documents, other than such Organizational Documents required to be delivered under clause (i) above, certified as of the Amendment Effective Date by its corporate secretary or an assistant secretary (or, in lieu of such Organizational Documents, a certification by a Responsible Officer that there has been no change to such Organizational Documents since the most recent copy delivered to the Administrative Agent); (iii) A certification by a Responsible Officer, certified as of the Amendment Effective Date, that board resolutions or similar authorizing documents authorizing the execution, delivery and performance of this Amendment have been approved by the board of directors or similar governing body of each Loan Party and that such resolutions or documents are in full force and effect without modification or amendment; and (iv) An incumbency certificate of its Responsible Officers executing this Amendment (or, in lieu of such incumbency certificate, a certification by a Responsible Officer that there has been no change to such incumbency certificate since the most recent copy delivered to the Administrative Agent). (f) The Borrower shall have paid to the Administrative Agent, for the account of each Commitment Increase Lender, an upfront fee in an amount equal to 0.30% of the amount set forth opposite such Commitment Increase Lender’s name on Exhibit A. (g) To the extent that the Borrower qualifies as a “legal entity customer” under 31 C.F.R. § 1010.230 (the “Beneficial Ownership Regulation”), at least five days prior to the Amendment Effective Date, the Borrower shall have delivered to the Administrative Agent and each Lender that so requests a certification regarding beneficial ownership as required by the Beneficial Ownership Regulation in relation to the Borrower. (h) The Borrower shall execute and deliver any Notes (or applicable replacements thereof) as any Lender may request prior to the Amendment Effective Date. The Administrative Agent shall notify the U.S. Borrower and the Lenders of the Amendment Effective Date, and such notice shall be conclusive and binding.

Conditions to Effectiveness. This Agreement Amendment shall become effective on as of the date (the “Incremental 2012 Term Effective Date”) that is the first Business Day on which the following conditions are satisfied or waived (provided that Section 2 hereof may be modified to make ministerial changes to reflect the completion of the Incremental 2012 Term Effective Date in a manner as reasonably agreed between the Borrower and set forth above upon the Administrative Agent): (a) the Administrative Agent shall have received executed signature pages to this Amendment from US Holdings, the Borrower, each other Credit Party that is party to a Credit Document and Citibank, N.A., in its capacity as Administrative Agent and Collateral Agent; (b) ’s receipt of each of the conditions to effectiveness of the December 2012 Extension Amendment shall have been satisfied except with respect to the payment of the Extension Fee set forth therein; (c) the Administrative Agent shall have received (A) a certificate of an Authorized Officer of each Credit Party attaching (x) a copy of the resolutionsfollowing, in form and substance reasonably satisfactory to the Administrative Agent (the “Amendment Effective Date”): 1.1. This Amendment, duly executed and delivered by the Borrowers, Guarantors, the Administrative Agent, of the board of directors, other managers or general partner of each Credit Party (or a duly authorized committee thereof) authorizing the execution, delivery and performance of this Agreement and the December 2012 Extension Amendment Lenders constituting the Committing Lenders and Required Lenders; 1.2. The Fee Letter, duly executed and delivered by the Borrowers and the performance Administrative Agent and dated as of _____, 2023 (the Credit Agreement and the other Credit Documents, in each case as modified by this Agreement and the December 2012 Extension Amendment, (y) true and complete “First Amendment Fee Letter”). 1.3. Certified copies of the Organizational Documents resolutions of the Credit Parties (which Board of Directors of each Borrower and Guarantor approving the execution and delivery of this Amendment, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Amendment; 1.4. Such documents and certificates as Administrative Agent may be incorporated by reference into such certificate reasonably request relating to the extent organization, existence and good standing (or the same are publicly available on equivalent in the SEC’s website at ▇▇▇.▇▇▇.▇▇▇ in filings identified in such certificate), in each case certified as of the Incremental 2012 Term Effective Date by such Authorized Officer as being in full force and effect without modification or amendment, (Bapplicable jurisdiction) signature and incumbency certificates of each officer executing this Agreement Loan Party, the identity, authority and the December 2012 Extension Amendment or any other document delivered in connection herewith or therewith capacity of each Responsible Employee authorized to act on behalf of each Credit a Loan Party in connection with this Amendment and any other legal matters relating to the Loan Parties or this Amendment; 1.5. A favorable opinion of (Ci) good standing certificates for each Credit Party for each jurisdiction in which such Credit Party is organized; and (d) the Administrative Agent shall have received from ▇▇▇▇▇▇, ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & LLP, counsel to the Loan Parties and (ii) De Brauw Blackstone Westbroek N.V., Dutch counsel to AGCO BV; 1.6. The Notice of Incremental Facility for the Delayed Draw Commitments (the “Incremental Delayed Draw Term Loan Notice”); 1.7. At the time of delivery of the Incremental Delayed Draw Term Loan Notice, a certificate of a Responsible Employee of AGCO certifying (i) that AGCO and its Subsidiaries are in compliance with the financial covenants set forth in Section 6.10 of the Amended Credit Agreement before and after giving effect to Delayed Draw Commitments (as if such Delayed Draw Commitments had been fully drawn any acquisition, investment or other transaction to be funded with the proceeds of such Delayed Draw Commitment had occurred) on a pro forma basis as of the end of the most recent Fiscal Quarter for which financial statements have been delivered to the Lenders, and (ii) that no Default or Event of Default then exists or would be caused thereby; and 1.8. The payment from AGCO of (i) upfront fees to the Administrative Agent, for the account of the Committing Lenders, in the amount of 0.25% of the principal amount of the Delayed Draw Commitments, to be allocated pro rata among such Committing Lenders in accordance with their pro rata shares of the Delayed Draw Commitments and (ii) all other fees and expenses as may be owing to the Administrative Agent by ▇▇▇▇▇▇▇▇ LLP▇▇, counsel in each case, pursuant to (and subject to) the Borrower, executed legal opinions covering such matters as First Amendment Fee Letter and Section 9.4 of the Administrative Agent may reasonably request and otherwise reasonably satisfactory to the Administrative AgentAmended Credit Agreement.

Conditions to Effectiveness. This Agreement (a) The provisions of this Amendment shall become effective on the date (the “Incremental 2012 Term Amendment No. 3 Effective Date”) that is the first Business Day on which each of the following conditions are satisfied or waived is satisfied: (provided that Section 2 hereof may be modified to make ministerial changes to reflect the completion i) The Administrative Agent’s receipt of the Incremental 2012 Term following, each of which shall be originals or facsimiles or electronic copies (followed promptly by originals) unless otherwise specified: (1) counterparts of this Amendment executed each Loan Party, and consents to this Amendment in the form of Exhibit B hereto executed by the Required Lenders; (2) a Note executed by a Responsible Officer of the Borrower in favor of each Lender requesting a Note at least two (2) Business Days prior to the Amendment No. 3 Effective Date, if any; (3) an opinion of Ropes & ▇▇▇▇ LLP, special counsel to the Borrower, dated the Amendment No. 3 Effective Date in a manner as reasonably agreed between the Borrower and the Administrative Agent): (a) addressed to each L/C Issuer, Arranger, the Administrative Agent shall have received executed signature pages and the Lenders, substantially in the form previously provided to this Amendment from US Holdings, the Borrower, each other Credit Party that is party to a Credit Document and Citibank, N.A., in its capacity as Administrative Agent and Collateral Agent; (b4) each of the conditions to effectiveness of the December 2012 Extension Amendment shall have been satisfied except with respect to the payment of the Extension Fee set forth therein; (c) the Administrative Agent shall have received (A) a certificate as to the good standing of an Authorized each Loan Party as of a recent date, from the Secretary of State of the state of its organization or a similar Governmental Authority and (B) a certificate of a Responsible Officer of each Credit Loan Party attaching dated the Amendment No. 3 Effective Date and certifying (I) to the effect that (w) attached thereto is a true and complete copy of the certificate or articles of incorporation or organization such Loan Party certified as of a recent date by the Secretary of State of the state of its organization, or in the alternative (other than in the case of the Borrower), certifying that such certificate or articles of incorporation or organization have not been amended since the Escrow Release Date, and that such certificate or articles are in full force and effect, (x) attached thereto is a true and complete copy of the resolutionsby-laws or operating agreements of each Loan Party as in effect on the Amendment No. 3 Effective Date, or in form the alternative (other than in the case of the Borrower), certifying that such by-laws or operating agreements have not been amended since the Amendment No. 2 Effective Date and substance reasonably satisfactory to the Administrative Agent, (y) attached thereto is a true and complete copy of resolutions duly adopted by the board of directors, other board of managers or general partner member, as the case may be, of each Credit Loan Party (or a duly authorized committee thereof) authorizing the execution, delivery and performance of this Agreement the Loan Documents to which such Loan Party is a party, and the December 2012 Extension Amendment that such resolutions have not been modified, rescinded or amended and the performance of the Credit Agreement and the other Credit Documents, in each case as modified by this Agreement and the December 2012 Extension Amendment, (y) true and complete copies of the Organizational Documents of the Credit Parties (which may be incorporated by reference into such certificate to the extent the same are publicly available on the SEC’s website at ▇▇▇.▇▇▇.▇▇▇ in filings identified in such certificate), in each case certified as of the Incremental 2012 Term Effective Date by such Authorized Officer as being in full force and effect without modification or amendmenteffect, and (BII) as to the incumbency and specimen signature and incumbency certificates of each officer executing this Agreement and the December 2012 Extension Amendment or any other document delivered in connection herewith or therewith Loan Document on behalf of each Credit any Loan Party and signed by another officer as to the incumbency and specimen signature of the Responsible Officer executing the certificate pursuant to this clause (C) good standing certificates for each Credit Party for each jurisdiction in which such Credit Party is organizedB); and (d5) a certificate signed by a Responsible Officer of the Borrower certifying as to the satisfaction of the conditions set forth in paragraphs (v) and (vi) of this Section 3(a) and that the New Term B-2 Loan Commitments meet the requirements and conditions to be New Term Commitments. (ii) The Administrative Agent shall have received from ▇▇▇▇▇▇, ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, counsel executed Joinder Agreements providing for an aggregate principal amount of the New Term B-2 Loan Commitments equal to $400,000,000. (iii) The Borrower shall have paid a consent fee (the Borrower, executed legal opinions covering such matters as the Administrative Agent may reasonably request and otherwise reasonably satisfactory “Consent Fee”) to the Administrative Agent, for the ratable account of the Applicable Lenders (as defined below), equal to 0.125% of the aggregate outstanding principal amount of Term Loans (excluding any amount of New Term B-2 Loans) plus 0.125% of the aggregate amount of Revolving Credit Commitments of the Applicable Lenders. “Applicable Lender” shall mean each Lender that has delivered an executed counterpart of this Amendment prior to 5:00 p.m., New York City time, on August 2, 2012 or such later date and time specified by the Borrower and notified in writing to the Lenders by the Administrative Agent.

Conditions to Effectiveness. This Agreement Amendment shall become effective on the date (the “Incremental 2012 Term Amendment No. 5 Effective Date”) that is on the first Business Day date on which each of the following conditions are satisfied or waived (provided that Section 2 hereof may be modified to make ministerial changes to reflect the completion of the Incremental 2012 Term Effective Date in a manner as reasonably agreed between the Borrower and the Administrative Agent):is satisfied: (a) The Administrative Agent’s receipt of the following, each of which shall be originals or facsimiles or electronic copies (followed promptly by originals) unless otherwise specified: (1) counterparts of this Amendment executed by (A) each Loan Party, (B) the Administrative Agent, (C) the Required Lenders and (D) the New Term B-4 Lender; (2) an opinion of K▇▇▇▇▇▇▇ & E▇▇▇▇ LLP, New York counsel to the Loan Parties, dated the Amendment No. 5 Effective Date and addressed to the Amendment No. 5 Arrangers, the Administrative Agent shall have received executed signature pages and the Lenders, substantially in the form previously provided to this Amendment from US Holdings, the Borrower, each other Credit Party that is party to a Credit Document and Citibank, N.A., in its capacity as Administrative Agent and Collateral Agent; (b3) each of the conditions to effectiveness of the December 2012 Extension Amendment shall have been satisfied except with respect to the payment of the Extension Fee set forth therein; (c) the Administrative Agent shall have received (A) a certificate as to the good standing of an Authorized each Loan Party as of a recent date, from the Secretary of State of the state of its organization or a similar Governmental Authority and (B) a certificate of a Responsible Officer of each Credit Loan Party attaching dated the Amendment No. 5 Effective Date and certifying (I) to the effect that (w) attached thereto is a true and complete copy of the certificate or articles of incorporation or organization such Loan Party certified as of a recent date by the Secretary of State of the state of its organization, or in the alternative, certifying that such certificate or articles of incorporation or organization have not been amended since the Amendment No. 4 Effective Date, and that such certificate or articles are in full force and effect, (x) attached thereto is a true and complete copy of the resolutionsby-laws or operating agreements of each Loan Party as in effect on the Amendment No. 5 Effective Date, or in form the alternative, certifying that such by-laws or operating agreements have not been amended since the Amendment No. 4 Effective Date and substance reasonably satisfactory to the Administrative Agent, (y) attached thereto is a true and complete copy of resolutions duly adopted by the board of directors, other board of managers or general partner member, as the case may be, of each Credit Loan Party (or a duly authorized committee thereof) authorizing the execution, delivery and performance of the Loan Documents 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, or in the alternative, certifying that such resolutions have not been amended since the Amendment No. 4 Effective Date and (II) as to the incumbency and specimen signature of each officer executing any Loan Document on behalf of any Loan Party and signed by another officer as to the incumbency and specimen signature of the Responsible Officer executing the certificate pursuant to this Agreement clause (B) or in the alternative, certifying that the incumbency and specimen signature for each officer executing any Loan Document on behalf of any Loan Party has not changed since the Amendment No. 4 Effective Date; and (4) a certificate signed by a Responsible Officer of the Borrower certifying as to the satisfaction of the conditions set forth in paragraphs (d) and (e) of this Section 4. (b) The Borrower shall have paid to the Administrative Agent, for the ratable account of the Term Lenders immediately prior to the Amendment No. 5 Effective Date, all accrued and unpaid interest on the Term B-4 Loans to, but not including, the Amendment No. 5 Effective Date on the Amendment No. 5 Effective Date. (c) All fees and expenses due to the Administrative Agent, the applicable Amendment No. 5 Arranger and the December 2012 Extension Lenders (including, without limitation, pursuant to Section 5 hereof) required to be paid on the Amendment No. 5 Effective Date shall have been paid. (d) No Default shall exist, or would result from the Amendment and related Credit Extension or from the performance application of the proceeds therefrom. (e) The representations and warranties of the Borrower and each Subsidiary Guarantor contained in Article V of the Credit Agreement and the other Credit Documents, in each case as modified by Section 2 of this Agreement and the December 2012 Extension Amendment, (y) true and complete copies of the Organizational Documents of the Credit Parties (which may be incorporated by reference into such certificate to the extent the same are publicly available on the SEC’s website at ▇▇▇.▇▇▇.▇▇▇ in filings identified in such certificate), in each case certified as of the Incremental 2012 Term Effective Date by such Authorized Officer as being in full force and effect without modification or amendment, (B) signature and incumbency certificates of each officer executing this Agreement and the December 2012 Extension Amendment or any other document delivered Loan Document shall be true and correct in connection herewith or therewith all material respects on behalf and as of each Credit Party the date hereof with the same effect as though made on and (C) good standing certificates for each Credit Party for each jurisdiction 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 Credit Party earlier date; provided, further, that, any representation and warranty that is organized; andqualified as to “materiality,” “Material Adverse Effect” or similar language shall be true and correct (after giving effect to any qualification therein) in all respects on such respective date. (df) To the extent reasonably requested by the New Term B-4 Lender in writing not less than five (5) Business Days prior to the Amendment No. 5 Effective Date, the Administrative Agent shall have received from ▇▇▇▇▇▇received, ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, counsel prior to the Borrowereffectiveness of this Amendment, executed legal opinions covering such matters as all documentation and other information with respect to the Borrower required by regulatory authorities under applicable “know-your-customer” and anti-money laundering rules and regulations, including without limitation the PATRIOT Act. Notwithstanding the foregoing, the amendments to Section 3.07 set forth in Section 2(g) and 2(h) hereof shall be effective immediately upon the receipt by the Administrative Agent may reasonably request of Consents from the Required Lenders and otherwise reasonably satisfactory signature pages to this Amendment from the Administrative AgentAgent and the Loan Parties.

Conditions to Effectiveness. This Agreement Fourth Amendment shall become effective on the date (the “Incremental 2012 Term Fourth Amendment Effective Date”) that is the first Business Day on which the following conditions are satisfied or waived (provided that Section 2 hereof may be modified to make ministerial changes to reflect the completion of the Incremental 2012 Term Effective Date in a manner as reasonably agreed between the Borrower and the Administrative Agent):precedent have been satisfied: (a) the Administrative Agent shall have executed this Fourth Amendment and received executed (i) signature pages to this Fourth Amendment from US Holdings, duly executed by the Borrower, Required Lenders and each Loan Party (as of the date such other Credit Party that is party signature pages are received by the Administrative Agent) or (ii) written evidence reasonably satisfactory to a Credit Document and Citibank, N.A., in its capacity as the Administrative Agent (which may include delivery of a signed signature page of this Fourth Amendment by facsimile or other means of electronic transmission (e.g., “pdf”)) that each such party has signed a counterpart of this Fourth Amendment, and Collateral Agent; (b) each of the conditions to effectiveness of the December 2012 Extension Amendment shall have been satisfied except with respect to the payment of the Extension Fee set forth therein; (c) the Administrative Agent shall have executed the Fourth Amendment Fee Letter and received (Ai) a signature page to the Fourth Amendment Fee Letter duly executed by the Borrower or (ii) written evidence reasonably satisfactory to the Administrative Agent (which may include delivery of a signed signature page of the Fourth Amendment Fee Letter by facsimile or other means of electronic transmission (e.g., “pdf”)) that the Borrower has signed a counterpart of the Fourth Amendment Fee Letter; 4.2. the Administrative Agent shall have received a certificate of an Authorized Officer the Secretary or Assistant Secretary or similar officer of each Credit Loan Party attaching dated the Fourth Amendment Effective Date and certifying: (xa) that attached thereto is a certificate as to the good standing of such Loan Party as of a recent date from the Secretary of State of the State of Delaware, (b) that attached thereto is a true and complete copy of resolutions duly adopted by the resolutionsboard of managers or managing member authorizing the execution and delivery of this Fourth Amendment and the performance of the Credit Agreement and the other Loan Documents to which such person is a party and, in the case of the Borrower, the borrowings under the Credit Agreement, and that such resolutions have not been modified, rescinded or amended and are in full force and effect on the Fourth Amendment Effective Date, (c) as to the incumbency and specimen signature of each officer executing this Fourth Amendment or any document delivered in connection herewith on behalf of such Loan Party, (d) as to the incumbency and specimen signature of the Secretary or Assistant Secretary or similar officer executing the certificate pursuant to this Section 4.2; 4.3. the Administrative Agent shall have received an updated Beneficial Owner Certification giving effect to the BK Merger and all documentation and other information required under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation, the USA PATRIOT Act, as may be required in connection with the BK Merger, at least five (5) days prior to the consummation of the BK Merger; 4.4. the Agents shall have received all fees payable thereto or to any Lender on or prior to the Fourth Amendment Effective Date and, to the extent invoiced, all other amounts due and payable pursuant to the Loan Documents on or prior to the Fourth Amendment Effective Date, including, to the extent invoiced at least one Business Day prior to the Fourth Amendment Effective Date, reimbursement or payment of all reasonable and documented out-of-pocket expenses (including reasonable and documented fees, out-of-pocket charges and disbursements of Otterbourg P.C.) required to be reimbursed or paid by the Loan Parties hereunder or under any Loan Document; 4.5. since December 31, 2021, there shall not have occurred or there shall not exist any event, condition or circumstance that has had or would reasonably be expected to have a Material Adverse Effect; and 4.6. the Borrower shall have delivered to the Administrative Agent and the Lenders an officer’s certificate, dated as of the Fourth Amendment Effective Date, in form and substance reasonably satisfactory to the Administrative Agent, of the board of directors, other managers or general partner of each Credit Party (or a duly authorized committee thereof) authorizing the execution, delivery and performance of this Agreement and the December 2012 Extension Amendment and the performance of the Credit Agreement and the other Credit Documents, in each case as modified by this Agreement and the December 2012 Extension Amendment, (y) true and complete copies of the Organizational Documents of the Credit Parties (which may be incorporated by reference into such certificate to the extent the same are publicly available on the SEC’s website at ▇▇▇.▇▇▇.▇▇▇ in filings identified in such certificate), in each case certified as of the Incremental 2012 Term Effective Date by such Authorized Officer as being in full force and effect without modification or amendment, (B) signature and incumbency certificates of each officer executing this Agreement and the December 2012 Extension Amendment or any other document delivered in connection herewith or therewith on behalf of each Credit Party and (C) good standing certificates for each Credit Party for each jurisdiction in which such Credit Party is organized; and (d) the Administrative Agent shall have received from ▇▇▇▇▇▇, ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, counsel to the Borrower, executed legal opinions covering such matters as the Administrative Agent may reasonably request and otherwise reasonably satisfactory to the Administrative Agent.

Conditions to Effectiveness. This Agreement Amendment shall become effective on the date (the “Incremental 2012 Term Amendment No. 6 Effective Date”) that is the first Business Day on which each of the following conditions are satisfied or waived (provided that Section 2 hereof may be modified to make ministerial changes to reflect the completion of the Incremental 2012 Term Effective Date in a manner as reasonably agreed between the Borrower and the Administrative Agent):is satisfied: (a) The Administrative Agent’s receipt of counterparts of this Amendment executed by (1) each Loan Party, (2) the Administrative Agent shall have received executed signature pages to this Amendment from US HoldingsAgent, the BorrowerL/C Issuer, and the Swing Line Lender, and (3) each Revolving Credit Lender, each other Credit Party that is party to a Credit Document and Citibank, N.A., in its capacity as Administrative Agent and Collateral Agent;of which shall be originals or facsimiles or electronic copies (followed promptly by originals) unless otherwise specified. (b) The Administrative Agent’s receipt of the following, each of the conditions to effectiveness of the December 2012 Extension Amendment which shall have been satisfied except with respect to the payment of the Extension Fee set forth thereinbe originals or facsimiles or electronic copies (followed promptly by originals) unless otherwise specified; (c1) an opinion of (i) Ropes & ▇▇▇▇ LLP, New York counsel to the Loan Parties and (ii) ▇▇▇▇▇ ▇▇▇▇ LLP, Georgia counsel to the Loan Parties, each dated the Amendment No. 6 Effective Date and addressed to the Administrative Agent shall have received (A) a certificate of an Authorized Officer of each Credit Party attaching (x) a copy of and the resolutionsLenders, in a form and substance reasonably satisfactory to the Administrative Agent; (2) (A) certificates of good standing (to the extent such concept exists in such Loan Party’s state of organization) certified as of a recent date by the secretary of state of the state of organization of each Loan Party, and (B) a certificate of a Responsible Officer of each Loan Party dated the Amendment No. 6 Effective Date and certifying (I) to the effect that (w) attached thereto is a true and complete copy of the certificate or articles of incorporation or organization of such Loan Party certified as of a recent date by the secretary of state of the state of its organization and that such certificate or articles are in full force and effect, or, with respect to each Loan Party other than the Borrower, in the alternative, certifying that such certificate or articles of incorporation or organization have not been amended or otherwise modified since (i) with respect to Holdings and Bioarray Solutions Ltd., ▇▇▇▇▇ ▇▇, ▇▇▇▇, (▇▇) with respect to Immucor GTI Diagnostics, Inc., Immucor Holdings, Inc., Immucor Transplant Diagnostics, Inc. and Immucor GTI Diagnostics Holding Company, April 26, 2013, and (iii) with respect to Sirona Genomics, Inc., April 12, 2016, and that such certificate or articles are in full force and effect, (x) attached thereto is a true and complete copy of the by-laws or operating agreements of each Loan Party as in effect on the Amendment No. 6 Effective Date, or, with respect to each Loan Party other than the Borrower, in the alternative, certifying that such by-laws or operating agreements have not been amended or otherwise modified since (i) with respect to Holdings and Bioarray Solutions Ltd., ▇▇▇▇▇ ▇▇, ▇▇▇▇, (▇▇) with respect to Immucor GTI Diagnostics, Inc., Immucor Holdings, Inc., Immucor Transplant Diagnostics, Inc. and Immucor GTI Diagnostics Holding Company, April 26, 2013, and (iii) with respect to Sirona Genomics, Inc., April 12, 2016 and (y) attached thereto is a true and complete copy of resolutions duly adopted by the board of directorsdirectors or members, other managers or general partner as applicable, of each Credit Loan Party (or a duly authorized committee thereof) authorizing the execution, delivery and performance of this Agreement and the December 2012 Extension Amendment and the performance of the Credit Agreement and the other Credit Documents, in each case as modified by this Agreement and the December 2012 Extension Amendment, (y) true and complete copies of the Organizational Documents of the Credit Parties (which may be incorporated by reference into such certificate to the extent the same are publicly available on the SEC’s website at ▇▇▇.▇▇▇.▇▇▇ in filings identified in such certificate), in each case certified as of the Incremental 2012 Term Effective Date by such Authorized Officer as being Loan Party, and that such resolutions have not been modified, rescinded or amended and are in full force and effect without modification or amendmenteffect, and (BII) as to the incumbency and specimen signature and incumbency certificates of each officer executing this Agreement and the December 2012 Extension Amendment or any other document delivered in connection herewith or therewith on behalf of each Credit any Loan Party and signed by another officer as to the incumbency and specimen signature of the Responsible Officer executing the certificates pursuant to this clause (C) good standing certificates for each Credit Party for each jurisdiction in which such Credit Party is organizedB); and (3) a certificate signed by a Responsible Officer of the Borrower certifying that (x) before and after giving effect to this Amendment, the representations and warranties of the Borrower and each other Loan Party contained in Article V of the Credit Agreement or any other Loan Document are true and correct in all material respects on and as of the Amendment No. 6 Effective Date as though made on and as of the Amendment No. 6 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 (after giving effect to any qualification therein) in all respects on such respective date and (y) at the time of and after giving effect to this Amendment, no Default exists, or would result from this Amendment. (c) All fees and expenses due to the Administrative Agent and the Lenders (including, without limitation, pursuant to Section 5 hereof) required to be paid on or prior to the Amendment No. 6 Effective Date and invoiced at least two (2) Business Days prior to the Amendment No. 6 Effective Date shall have been paid. (d) To the extent reasonably requested by a Revolving Credit Lender in writing not less than five (5) Business Days prior to the Amendment No. 6 Effective Date, the Administrative Agent shall have received from ▇▇▇▇▇▇received, ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, counsel prior to the Borrowereffectiveness of this Amendment, executed legal opinions covering such matters as all documentation and other information with respect to the Borrower and the other Loan Parties required by regulatory authorities under applicable “know-your-customer” and anti-money laundering rules and regulations, including the PATRIOT Act. The Administrative Agent may reasonably request shall notify the Borrower and otherwise reasonably satisfactory to the Administrative AgentLenders of the Amendment No. 6 Effective Date and such notice shall be conclusive and binding.

Conditions to Effectiveness. This Agreement Amendment shall become effective on the first date (the “Incremental 2012 Term Third Amendment Effective Date”) that is the first Business Day on upon which each of the following conditions are satisfied has been satisfied: a. The Administrative Agent (or waived its counsel) shall have received from the Borrower, each other Loan Party, each requisite Lender and each Incremental Lender either (provided i) a counterpart of this Amendment signed on behalf of such party or (ii) written evidence satisfactory to the Administrative Agent (which may include facsimile or other electronic transmission of a signed counterpart of this Amendment) that Section 2 hereof may be modified such party has signed a counterpart of this Amendment. b. The Administrative Agent (or its counsel) shall have received, each in form and substance satisfactory to make ministerial changes to reflect the completion of the Incremental 2012 Term Effective Date in Administrative Agent (1) a manner as reasonably agreed between Note (“New Note”) executed by the Borrower for each Lender requesting a Note to the extent requested at least two (2) Business Days prior to the Third Amendment Effective Date, (2) an Increasing Lender Agreement executed and delivered by each Increasing Lender and the Administrative Agent):other parties thereto and (3) an Augmenting Lender Agreement executed and delivered by each Augmenting Lender and the other parties thereto. (a) the c. The Administrative Agent shall have received executed signature pages a favorable written opinion (addressed to this Amendment from US Holdings, the Borrower, each other Credit Party that is party to a Credit Document and Citibank, N.A., in its capacity as Administrative Agent and Collateral Agent; (bthe Lenders and dated the Third Amendment Effective Date) each of ▇▇▇▇▇▇▇ Procter LLP, counsel for the conditions to effectiveness of the December 2012 Extension Amendment shall have been satisfied except with respect Loan Parties, and covering such matters relating to the payment of Loan Parties, this Amendment, the Extension Fee set forth therein; (c) New Notes, if any, or other Loan Documents as the Administrative Agent shall reasonably request. d. The Administrative Agent shall have received received: (A) a certificate of an Authorized Officer of each Credit Party attaching (xi) a copy of each organizational document of each Loan Party and, to the resolutionsextent applicable, certified as of a recent date by the appropriate governmental official or a certificate signed by an officer of such Loan Party certifying that such organizational document has not been amended, modified or rescinded since they were last furnished in form and substance reasonably satisfactory writing to the Administrative Agent, and remain in full force and effect as of the date hereof; (ii) signature and incumbency certificates of the officers of the Loan Parties executing this Amendment, the New Notes and each other agreement executed in connection therewith to which such Loan Party is a party as of the Third Amendment Effective Date; (iii) resolutions of the board of directors, other managers directors or general partner similar governing body of each Credit Loan Party (or a duly authorized committee thereof) approving and authorizing the execution, delivery and performance of this Agreement Amendment, the New Notes, the other Loan Documents and the December 2012 Extension Amendment and the performance each other agreement executed in connection therewith to which such Loan Party is a party as of the Credit Agreement and the other Credit DocumentsThird Amendment Effective Date, in each case as modified by this Agreement and the December 2012 Extension Amendment, (y) true and complete copies of the Organizational Documents of the Credit Parties (which may be incorporated by reference into such certificate to the extent the same are publicly available on the SEC’s website at ▇▇▇.▇▇▇.▇▇▇ in filings identified in such certificate), in each case certified as of the Incremental 2012 Term Third Amendment Effective Date by such Authorized Officer Loan Party as being in full force and effect without modification or amendment, ; and (Biv) signature and incumbency certificates a good standing certificate (to the extent such concept is known in the relevant jurisdiction) from the applicable Governmental Authority of each officer executing this Agreement and Loan Party’s respective jurisdiction of incorporation, organization or formation dated as of a recent date prior to the December 2012 Extension Third Amendment or any other document delivered in connection herewith or therewith on behalf of each Credit Party and (C) good standing certificates for each Credit Party for each jurisdiction in which such Credit Party is organized; andEffective Date. (d) the e. The Administrative Agent shall have received from ▇▇▇▇▇▇, ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP all fees due and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, counsel payable on or prior to the BorrowerThird Amendment Effective Date, executed and, to the extent invoiced at least one day prior to the Third Amendment Effective Date, shall have been reimbursed for all out of pocket expenses (including legal opinions covering such matters fees and expenses) required to be reimbursed by the Borrower hereunder. f. The Administrative Agent shall have received a Solvency Certificate. g. The Administrative Agent (or its counsel) shall have received the results of a search of the UCC filings with respect to each Loan Party. h. The Administrative Agent shall have received, at least three (3) Business Days prior to the Third Amendment Effective Date, all documentation and other information with respect to the Borrower and the Guarantors required under applicable “know your customer” and anti-money laundering rules and regulations, including the USA Patriot Act, as the Administrative Agent may and Lenders shall have reasonably request requested in writing at least ten (10) Business Days prior to Third Amendment Effective Date. The Administrative Agent and otherwise each requesting Lender shall have received, at least five days prior to the Third Amendment Effective Date and solely to the extent the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, a certification regarding beneficial ownership of the Borrower as required by the Beneficial Ownership Regulation, in form and substance substantially the same as the form of Certification Regarding Beneficial Owners of Legal Entity Customers published jointly, in May 2018, by the Loan Syndications and Trading Association and Securities Industry and Financial Markets Association. i. All representations and warranties of the Borrower and each Loan Party set forth in the Credit Agreement (as amended hereby), this Amendment and the other Loan Documents shall be true and correct in all material respects (or, with respect to representations and warranties already qualified by concepts of materiality, in all respects) on and as of the Third Amendment Effective Date (except for representations and warranties that expressly speak as of a specific date, then on and as of such specific date). j. Both immediately before and immediately after giving effect to this Amendment, no Default or Event of Default shall exist, have occurred and be continuing under the Credit Agreement or any of the other Loan Documents. ▇. ▇▇ Material Adverse Effect shall have occurred or exist, and there has been no event, development or circumstance that, individually or in the aggregate, would reasonably satisfactory be expected to have a Material Adverse Effect. l. The Administrative Agent shall have received a certificate of a Responsible Officer of Borrower certifying that each of the conditions specified in paragraphs (i), (j), (k) and (m) of this Section 6 and Section 2.21 of the Credit Agreement have been satisfied. m. The Administrative Agent shall have received evidence that the Borrower has prepaid outstanding Revolving Loans in an amount equal to no less than $55,000,000 on the Third Amendment Effective Date. n. The Administrative Agent shall have received such other documents as the Administrative Agent or the Required Lenders (through the Administrative Agent) may reasonably request.

Conditions to Effectiveness. This Agreement The effectiveness of this Third Amendment shall become effective be subject to the delivery to the Bank by (or on behalf of) the date (Borrower, contemporaneously with the “Incremental 2012 Term Effective Date”) that is the first Business Day on which the following conditions are satisfied or waived (provided that Section 2 hereof may be modified to make ministerial changes to reflect the completion execution hereof, of the Incremental 2012 Term Effective Date following, in a manner as reasonably agreed between form and substance satisfactory to the Borrower and the Administrative Agent):Bank: (a) the Administrative Agent shall have received A Second Amended Master Note executed signature pages to this Amendment from US Holdings, and delivered by the Borrower, each other Credit Party that is party to a Credit Document and Citibank, N.A., in its capacity as Administrative Agent and Collateral Agent; (b) each A Third Affirmation and Acknowledgment of the conditions to effectiveness of the December 2012 Extension Amendment shall have been satisfied except with respect to the payment of the Extension Fee set forth thereinAmended and Restated Hazardous Waste and PMPA Indemnification Agreement executed by Properties; (c) the Administrative Agent shall have received (A) a certificate A Third Affirmation and Acknowledgment of an Authorized Officer of each Credit Three Party attaching (x) a copy of the resolutions, in form and substance reasonably satisfactory to the Administrative Agent, of the board of directors, other managers or general partner of each Credit Party (or a duly authorized committee thereof) authorizing the execution, delivery and performance of this Lease Agreement and the December 2012 Extension Amendment and the performance of the Credit Agreement and the other Credit Documents, in each case as modified executed by this Agreement and the December 2012 Extension Amendment, (y) true and complete copies of the Organizational Documents of the Credit Parties (which may be incorporated by reference into such certificate to the extent the same are publicly available on the SEC’s website at ▇▇▇.▇▇▇.▇▇▇ in filings identified in such certificate), in each case certified as of the Incremental 2012 Term Effective Date by such Authorized Officer as being in full force and effect without modification or amendment, (B) signature and incumbency certificates of each officer executing this Agreement and the December 2012 Extension Amendment or any other document delivered in connection herewith or therewith on behalf of each Credit Party and (C) good standing certificates for each Credit Party for each jurisdiction in which such Credit Party is organized; andProperties; (d) the Administrative Agent shall have received A favorable opinion from Samu▇▇ ▇. ▇▇▇▇▇, ▇▇▇q. or Rand▇ & ▇▇▇▇▇▇▇▇ LLP and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLPip, Esq., each a counsel to the Borrower, executed legal opinions covering such matters as Realty and Properties, addressed to the Administrative Agent may reasonably request Bank and otherwise reasonably dated the date of the execution and delivery of this Third Amendment, in form, scope and substance satisfactory to the Administrative AgentBank; (e) Certified copies of all documents relating to the authorization and execution of this Third Amendment and the documents contemplated hereby and related authority and organizational documents of the Borrower, Realty and Properties as the Bank may request; (f) A Guaranty Agreement executed and delivered by Realty in form, scope and substance satisfactory to the Bank; (g) A Guaranty Agreement executed and delivered by Properties in form, scope and substance satisfactory to the Bank; (h) The Updated Appraisal Report which the Bank can use to verify that the ratio of the Loan to the Updated Appraisal Value of the Primary Stations does not exceed seventy percent (70%); and (i) Any other document or instrument the Bank may reasonably request.

Conditions to Effectiveness. This Agreement Amendment shall become effective on the date (the “Incremental 2012 Term Effective Date”) that is the first Business Day on which each of the following conditions are satisfied or waived (provided that Section 2 hereof may be modified to make ministerial changes to reflect the completion of the Incremental 2012 Term Effective Date in a manner as reasonably agreed between the Borrower and the Administrative Agent):is satisfied: (a) The Administrative Agent’s receipt of the Administrative Agent following, each of which shall have received be originals or facsimiles or electronic copies (followed promptly by originals) unless otherwise specified, and each executed signature pages to by a Responsible Officer of the Borrower: (1) executed counterparts of this Amendment from US Holdings, the Borrower, each other Guarantor, the Administrative Agent, each Revolving Credit Party that is party Lender increasing its Revolving Credit Commitment (each, an “Additional Revolving Credit Lender”) and the Required Lenders as constituted after giving effect to the borrowing of the Term B-1 Loans and payment in full of the Term Loans; (2) executed counterparts of a Credit Document Joinder from each Term B-1 Lender; and (3) a Note executed by the Borrower in favor of each Lender requesting a Note at least two (2) Business Days prior to the Amendment No. 1 Effective Date, if any. (b) The Administrative Agent’s receipt of the following, each of which shall be originals or facsimiles or electronic copies (followed promptly by originals) unless otherwise specified; (1) an opinion of Sidley Austin LLP, special counsel to the Borrower, dated the Amendment No. 1 Effective Date and Citibankaddressed to each L/C Issuer, N.A.Arranger, in its capacity as the Administrative Agent and Collateral the Lenders, in a form reasonably acceptable to the Administrative Agent; (b2) each of the conditions to effectiveness of the December 2012 Extension Amendment shall have been satisfied except with respect to the payment of the Extension Fee set forth therein; (c) the Administrative Agent shall have received (A) a certificate as to the good standing of an Authorized each Loan Party as of a recent date, from the Secretary of State of the state of its organization or a similar Governmental Authority and (B) a certificate of a Responsible Officer of each Credit Loan Party attaching dated the Amendment No. 1 Effective Date and certifying (I) to the effect that (x) attached thereto is a true and complete copy of the resolutionscertificate or articles of incorporation or organization such Loan Party certified as of a recent date by the Secretary of State of the state of its organization, or in form the alternative (other than in the case of the Borrower), certifying that such certificate or articles of incorporation or organization have not been amended since the Closing Date, and substance reasonably satisfactory to that such certificate or articles are in full force and effect, (y) attached thereto is a true and complete copy of the Administrative Agentby-laws or operating agreements of each Loan Party as in effect on the Amendment No. 1 Effective Date, or in the alternative (other than in the case of the Borrower), certifying that such by-laws or operating agreements have not been amended since the Closing Date and (z) attached thereto is a true and complete copy of resolutions duly adopted by the board of directors, other board of managers or general partner member, as the case may be, of each Credit Loan Party (or a duly authorized committee thereof) authorizing the execution, delivery and performance of the Loan Documents 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 (II) as to the incumbency and specimen signature of each officer executing any Loan Document on behalf of any Loan Party and signed by another officer as to the incumbency and specimen signature of the Responsible Officer executing the certificate pursuant to this Agreement clause (B); and (3) a certificate signed by a Responsible Officer of the Borrower certifying as to the satisfaction of the conditions set forth in paragraphs (e) and (g) of this Section 4 and that the December 2012 Extension Term B-1 Loans meet the requirements and conditions to be Replacement Term Loans. (c) The aggregate principal amount of the Term B-1 Commitments shall equal the aggregate principal amount of the outstanding Term Loans immediately prior to the effectiveness of this Amendment. (d) The Borrower shall have paid to the Administrative Agent, for the ratable account of the Term Lenders immediately prior to the Amendment No. 1 Effective Date, (x) all accrued and unpaid interest on the performance Term Loans to, but not including, the Amendment No. 1 Effective Date on the Amendment No. 1 Effective Date and (y) the prepayment premium pursuant to Section 2.05(a)(iv) of the Credit Agreement and based upon the other Credit Documents, in each case as modified amount of Term Loans held by this Agreement and the December 2012 Extension Amendment, (y) true and complete copies of the Organizational Documents of the Credit Parties (which may be incorporated by reference into such certificate to the extent the same Lenders that are publicly available repaid on the SEC’s website at ▇▇▇.▇▇▇.▇▇▇ in filings identified in such certificate), in each case certified as of the Incremental 2012 Term Effective Date by such Authorized Officer as being in full force and effect without modification or amendment, (B) signature and incumbency certificates of each officer executing this Agreement and the December 2012 Extension Amendment or any other document delivered in connection herewith or therewith on behalf of each Credit Party and (C) good standing certificates for each Credit Party for each jurisdiction in which such Credit Party is organized; and (d) the Administrative Agent shall have received from ▇▇▇▇▇▇, ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, counsel to the Borrower, executed legal opinions covering such matters as the Administrative Agent may reasonably request and otherwise reasonably satisfactory to the Administrative Agent.No. 1

Conditions to Effectiveness. This Agreement Amendment shall become effective on the date (the “Incremental 2012 Term Effective Date”) that is the first Business Day on which each of the following conditions are satisfied or waived (provided that Section 2 hereof may be modified to make ministerial changes to reflect the completion of the Incremental 2012 Term Effective Date in a manner as reasonably agreed between the Borrower and the Administrative Agent):is satisfied: (a) The Administrative Agent’s receipt of the following, each of which shall be originals or facsimiles or electronic copies (and, to the extent requested by the Administrative Agent shall have received executed signature pages to Agent, followed promptly by originals) unless otherwise specified: (1) counterparts of this Amendment from US Holdingsexecuted by each of the Loan Parties; and (2) a Term B-1 Note executed by the Borrower in favor of each Term B-1 Lender requesting a Term B-1 Note at least two (2) Business Days prior to the Amendment No. 1 Effective Date, the Borrower, each other Credit Party that is party to a Credit Document and Citibank, N.A., in its capacity as Administrative Agent and Collateral Agent;if any. (b) The Administrative Agent’s receipt of the following, each of the conditions to effectiveness of the December 2012 Extension Amendment which shall have been satisfied except with respect be originals or facsimiles or electronic copies (and, to the payment of extent requested by the Extension Fee set forth thereinAdministrative Agent, followed promptly by originals) unless otherwise specified; (c1) written opinions of (i) Dentons Canada LLP, Canadian counsel to the Credit Parties, (ii) Wachtell, Lipton, ▇▇▇▇▇ & ▇▇▇▇, special New York counsel to the Credit Parties, (iii) Dentons UKMEA LLP, English counsel to the Credit Parties, (iv) ▇▇▇▇▇▇ & Madernach SA, Luxembourg counsel to the Administrative Agent, and (v) in-house counsel for the Credit Parties and addressed to the Administrative Agent and the Lenders which opinions shall have received (A) a certificate of an Authorized Officer of each Credit Party attaching (x) a copy of the resolutions, be in form and substance reasonably satisfactory to the Administrative Agent, ; (2) a certificate of the board of directors, other managers or general partner an authorized Officer of each Credit Party, dated the Amendment No. 1 Effective Date and certifying: (A) either (I) that the by-laws, articles or limited liability company agreement, as the case may be, of such party has not been amended since the Closing Date, or, if later, the date that such Credit Party joined the Credit Agreement or (II) that attached thereto is a true and complete copy of the by-laws, articles or limited liability company agreement, as the case may be, of such party as in effect on the date of such certification; (B) that attached thereto is a duly authorized committee thereof) true and complete copy of the resolutions adopted by the Board of Directors of such party authorizing the execution, delivery and performance in accordance with their respective terms of this the Fundamental Documents executed by such Credit Party and any other documents required or contemplated hereunder or thereunder, the security interests in the Collateral, and in the case of the Borrower, the borrowings hereunder, and that such resolutions have not been amended, rescinded or supplemented and are currently in effect; (C) either (I) that the certificate of incorporation or organization or other similar organizational document of such party has not been amended since the Closing Date, or, if later, the date that such Credit Party joined the Credit Agreement or (II) that attached thereto is a true and complete copy of such certificate or other organizational document including all amendments thereto; and (D) as to the December 2012 Extension Amendment incumbency and specimen signature of each officer of such party executing any Fundamental Document; (3) a certificate signed by an Officer of the performance Borrower certifying as to the satisfaction of the conditions set forth in Section 2.15 of the Credit Agreement with respect to the Term B-1 Loans and the other Credit Documents, in each case paragraphs (f) and (g) of this Section 3 as modified by this Agreement and the December 2012 Extension Amendment, (y) true and complete copies of the Organizational Documents Amendment No. 1 Effective Date; and (c) The aggregate principal amount of the Exchanged Term B Loans plus the aggregate principal amount of the Additional Term B-1 Commitments shall equal the aggregate principal amount of the outstanding Term B Loans immediately prior to the Amendment No. 1 Effective Date after giving effect to the Partial Prepayment. (d) The Borrower shall have paid to the Administrative Agent, for the ratable account of the Term B Lenders immediately prior to the Amendment No. 1 Effective Date, all accrued and unpaid interest on the Term B Loans to, but not including, the Amendment No. 1 Effective Date. (e) All reasonable and documented out-of-pocket fees and expenses due to the Administrative Agent (including pursuant to Section 9 hereof) shall have been paid (or the Borrower shall have made arrangements reasonably satisfactory to the Administrative Agent for such payment). (f) At the time and immediately after giving effect to the incurrence of the Term B-1 Loans, no Default or Event of Default shall have occurred and be continuing. (g) Each of the representations and warranties of the Credit Parties set forth in the Credit Agreement, Section 2 of this Amendment and in the other Fundamental Documents shall be and remain true and correct in all material respects (which may be incorporated or in all respects, if qualified by reference into such certificate a materiality threshold) as of the Amendment No. 1 Effective Date, except to the extent the same are publicly available on the SEC’s website at ▇▇▇expressly relate to an earlier date.▇▇▇.▇▇▇ in filings identified in such certificate), in each case certified as of the Incremental 2012 Term Effective Date by such Authorized Officer as being in full force and effect without modification or amendment, (B) signature and incumbency certificates of each officer executing this Agreement and the December 2012 Extension Amendment or any other document delivered in connection herewith or therewith on behalf of each Credit Party and (C) good standing certificates for each Credit Party for each jurisdiction in which such Credit Party is organized; and (dh) the The Administrative Agent shall have received from ▇▇▇▇▇▇, ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, counsel at least three Business Days prior to the Borrower, executed legal opinions covering such matters as Amendment No. 1 Effective Date any information requested at least ten Business Days prior to the Amendment No. 1 Effective Date by the Administrative Agent that such Administrative Agent reasonably determines is required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the USA Patriot Act. (i) The Administrative Agent shall have received the Notice of Borrowing required by Section 2.5 of the Credit Agreement; provided that the Notice of Borrowing in respect of the Term B-1 Loans may reasonably request be made conditional on the effectiveness of this Amendment. (j) The Administrative Agent shall have received the executed counterparts of the Joinder executed by the Borrower and otherwise reasonably satisfactory to the Administrative Agenteach Additional Term B-1 Lender.

Conditions to Effectiveness. This Agreement Amendment shall become effective on the date on which each of the following conditions is satisfied (the “Incremental 2012 Term Amendment No. 6 Effective Date”) that is the first Business Day on which the following conditions are satisfied or waived (provided that Section 2 hereof may be modified to make ministerial changes to reflect the completion of the Incremental 2012 Term Effective Date in a manner as reasonably agreed between the Borrower and the Administrative Agent): (a) The Administrative Agent’s receipt of the following, each of which shall be originals or facsimiles or electronic copies (and, to the extent requested by the Administrative Agent shall have received executed signature pages to Agent, followed promptly by originals) unless otherwise specified: (1) counterparts of this Amendment from US Holdingsexecuted by each of the Loan Parties and the Increase Lenders; and (2) a Revolving Note executed by the Borrower in favor of each Increase Lender requesting a Revolving Note at least two (2) Business Days prior to the Amendment No. 6 Effective Date, the Borrower, each other Credit Party that is party to a Credit Document and Citibank, N.A., in its capacity as Administrative Agent and Collateral Agent;if any. (b) The Administrative Agent’s receipt of the following, each of the conditions to effectiveness of the December 2012 Extension Amendment which shall have been satisfied except with respect be originals or facsimiles or electronic copies (and, to the payment of extent requested by the Extension Fee set forth thereinAdministrative Agent, followed promptly by originals) unless otherwise specified; (c) the Administrative Agent shall have received (A) a certificate of an Authorized Officer of each Credit Party attaching favorable written opinion (x) a copy of the resolutions, in form and substance reasonably satisfactory addressed to the Administrative Agent, of the board of directors, other managers or general partner of each Credit Party (or a duly authorized committee thereof) authorizing the execution, delivery and performance of this Agreement Agent and the December 2012 Extension Amendment and the performance Lenders) of the Credit Agreement and the other Credit Documents, in each case as modified by this Agreement and the December 2012 Extension Amendment, (y) true and complete copies of the Organizational Documents of the Credit Parties (which may be incorporated by reference into such certificate to the extent the same are publicly available on the SEC’s website at ▇▇▇.▇▇▇.▇▇▇ in filings identified in such certificate), in each case certified as of the Incremental 2012 Term Effective Date by such Authorized Officer as being in full force and effect without modification or amendment, (B) signature and incumbency certificates of each officer executing this Agreement and the December 2012 Extension Amendment or any other document delivered in connection herewith or therewith on behalf of each Credit Party and (C) good standing certificates for each Credit Party for each jurisdiction in which such Credit Party is organized; and (d) the Administrative Agent shall have received from ▇▇▇▇▇▇, ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, special counsel to the Borrower, executed legal opinions covering such matters as Loan Parties and (B) a favorable written opinion (addressed to the Administrative Agent may reasonably request and otherwise reasonably satisfactory the Lenders) of Young ▇▇▇▇▇▇▇ Stargatt & ▇▇▇▇▇▇, LLP, local counsel to the Administrative Agent.Borrower and the Guarantors in the state of Delaware; (2) (i) copies of the certificate of formation, certificate of incorporation, certificate of organization, operating agreement, articles of incorporation, memorandum and articles of association and bylaws, as applicable (or comparable organizational documents) of the Borrower and the Guarantors and, to the extent applicable, certified as of a recent date by the appropriate governmental official (or a representation that such documents have not been amended since the prior date of delivery); (ii) incumbency certificates of the officers of such Person executing the Loan Documents to which it is a party as of the Amendment No. 6 Effective Date; (iii) resolutions of the board of directors or similar governing body of the Loan Parties approving and authorizing the execution, delivery and performance of this Agreement and the other Loan Documents to which such Loan Party is a party as of the Amendment No. 6 Effective Date, certified as of the Amendment No. 6 Effective Date by such Loan Party as being in full force and effect without modification or amendment; and (iv) copies of the certificates of good standing or the equivalent (if any) for each Loan Party from the office of the secretary of state or other appropriate governmental department or agency of the state of its formation, incorporation or organization, in each case dated a recent date prior to the Amendment No. 6 Effective Date; and (3) a certificate signed by a Responsible Officer of the Borrower certifying as to the satisfaction of the conditions set forth in Section 2.14(a)(B) of the Loan Agreement and in paragraphs (d) and (e) of this Section 5 as of the Amendment No. 6

Conditions to Effectiveness. This Agreement Refinancing Amendment, and the obligations of the Refinancing Lenders to make their respective Commitments, and to fund their respective Loans, as specified in Sections 1 and 2 hereof and in Section 2.01 of the Amended Credit Agreement, shall become effective on and as of the date (the “Incremental 2012 Term Effective Date”) that is the first Business Day occurring on or before March 9, 2011 on which the following conditions are precedent shall have been satisfied or waived (provided that in accordance with Section 2 hereof may be modified to make ministerial changes to reflect the completion 10.01 of the Incremental 2012 Term Effective Date in a manner as reasonably agreed between Amended Credit Agreement (such date, the Borrower and the Administrative Agent“First Refinancing Date”): (a) The receipt by the Administrative Agent shall have received executed signature pages to this Amendment from US Holdings, (or its counsel) of the Borrowerfollowing, each other Credit Party that is party to of which shall be originals or facsimiles or “.pdf” files (followed promptly by originals) unless otherwise specified, each properly executed by a Credit Document and CitibankResponsible Officer of the signing Loan Party, N.A.each dated as of the First Refinancing Date (or, in its capacity as Administrative Agent the case of certificates of governmental officials, a recent date before the First Refinancing Date) and Collateral Agent; (b) each of the conditions to effectiveness of the December 2012 Extension Amendment shall have been satisfied except with respect to the payment of the Extension Fee set forth therein; (c) the Administrative Agent shall have received (A) a certificate of an Authorized Officer of each Credit Party attaching (x) a copy of the resolutions, in form and substance reasonably satisfactory to the Administrative Agent, of the board of directors, other managers or general partner of each Credit Party : (or a duly authorized committee thereof1) authorizing the execution, delivery and performance executed counterparts of this Agreement Refinancing Amendment (including counterparts executed and delivered by Existing Lenders constituting the December 2012 Extension Amendment and the performance of “Required Lenders” under the Credit Agreement Agreement); (2) counterparts to a reaffirmation agreement, executed by each Loan Party that is not a party to this Refinancing Amendment, reaffirming their guarantees and grants of security made pursuant to the other Credit Loan Documents, which reaffirmation agreement shall be in each case as modified by this Agreement form and the December 2012 Extension Amendment, (y) true and complete copies of the Organizational Documents of the Credit Parties (which may be incorporated by reference into such certificate substance reasonably acceptable to the extent the same are publicly available on the SEC’s website at ▇▇▇.▇▇▇.▇▇▇ in filings identified in such certificate), in each case certified as of the Incremental 2012 Term Effective Date by such Authorized Officer as being in full force and effect without modification or amendment, (B) signature and incumbency certificates of each officer executing this Agreement and the December 2012 Extension Amendment or any other document delivered in connection herewith or therewith on behalf of each Credit Party and (C) good standing certificates for each Credit Party for each jurisdiction in which such Credit Party is organizedAdministrative Agent; and (d3) a Note executed by the Borrower in favor of each Lender who shall have requested a Note not less than three Business Days prior to the First Refinancing Date. (b) The receipt by the Administrative Agent (or its counsel) of the following, each of which shall be originals or facsimiles or “.pdf” files (followed promptly by originals) unless otherwise specified; (1) such customary certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each of the Borrower and Holdings 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 Refinancing Amendment and any other documents executed in conjunction herewith to which the Borrower and Holdings is a party, or is to be a party; (2) such documents and certifications (including, without limitation, Organizational Documents and good standing certificates) as the Administrative Agent may reasonably require to evidence that each of the Borrower and Holdings is duly organized or formed, and that each of the Borrower and Holdings is validly existing, in good standing and qualified to engage in business in each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except to the extent that failure to be so qualified could not reasonably be expected to have received from ▇▇▇▇▇▇, ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP and ▇▇▇▇▇▇▇ ▇a Material Adverse Effect; (3) an opinion of ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, counsel to the BorrowerBorrower and Holdings, executed legal opinions covering such matters as addressed to each the Administrative Administration Agent may reasonably request and otherwise each Lender, in form and substance reasonably satisfactory to the Administrative Agent; and (4) not later than 1:00 p.m. (New York City time) on the Business Day immediately preceding the date of the proposed Credit Extensions pursuant hereto, one or more Committed Loan Notices delivered in respect of the initial Credit Extensions to be made under the Term B-1 Facility and the Revolving Credit Facility under the Amended Credit Agreement. (c) The Administrative Agent shall have received a solvency certificate from the chief financial officer of the Borrower (prepared giving effect to the Refinancing), substantially in the form attached to the Credit Agreement as Exhibit I, together with supporting financial statements and calculations to the extent reasonably requested by the Administrative Agent. (d) No Default or Event of Default shall exist, or would result from the execution and delivery of this Refinancing Amendment, from the Refinancing and the related Credit Extensions, or from the application of the proceeds of such Credit Extensions. (e) The representations and warranties of the Borrower and Holdings made pursuant to Section 4 of this Refinancing Amendment shall be true and correct as of the First Refinancing Date. (f) After giving effect to the Refinancing and the related Credit Extensions, the Borrower shall be in Pro Forma Compliance with the financial covenant set out in Section 7.11 of the Credit Agreement for the four-quarter period to which the most recent Compliance Certificate received by the Administrative Agent pursuant to Section 6.02(b) of the Credit Agreement relates. (g) Except to the extent that such conditions shall have been waived pursuant to Section 1 of this Refinancing Amendment, the conditions to the incurrence of Specified Refinancing Debt set forth in Section 2.20 shall be satisfied as of the First Refinancing Date. (h) The Administrative Agent shall have received a certificate from the chief executive officer or chief financial officer of the Borrower, in form and substance reasonably satisfactory to the Administrative Agent, certifying as to the matters set forth in Sections 5(d), 5(e) and 5(f) hereof, and with respect to the conditions set forth in Section 2.20(a) of the Credit Agreement, Section 5(g) hereof; provided, that such certificate shall include reasonably detailed calculations demonstrating compliance with, and satisfaction of, the conditions set forth in Section 5(f) above. (i) The Administrative Agent shall have received a copy of the written notice from the Borrower requesting the Credit Extensions constituting the Specified Refinancing Debt, executed and delivered by the Borrower pursuant to Section 2.20(b) of the Credit Agreement. (j) Not later than 1:00 p.m. (New York City time) on the Business Day immediately preceding the date of the anticipated prepayments pursuant hereto, the Administrative Agent shall have received a prepayment and commitment reduction notice issued by the Borrower indicating (i) the anticipated date of such prepayments, and (ii) the Borrower’s intention to repay in full of the Term A Loans, repay in full of the Term B Loans and repay in full, and permanently reduce the Commitments under, the Revolving Credit Facility under the Credit Agreement, in each case on the terms set forth in this Refinancing Amendment. (k) All costs, fees, expenses (including without limitation legal fees and expenses, title premiums, survey charges and recording taxes and fees) and other compensation contemplated by (A) the Credit Agreement, (B) the Engagement Letter, dated as of February 8, 2011, among the Borrower, Holdings and the Arrangers (the “Engagement Letter”), and (C) the Fee Letter (as defined in the Amended Credit Agreement), payable to the Arrangers, the Agents or the Lenders shall have been paid to the extent due (and, in the case of expenses, invoiced in reasonable detail) required to be paid on the First Refinancing Date shall have been paid. (l) The Borrower shall have permanently reduced, pursuant to Section 2.06(a) of the Credit Agreement, the Revolving Credit Commitments under the Credit Agreement to no more than an aggregate amount equal to $200,000,000 immediately prior to the conversion of the Revolving Credit Commitments under the Credit Agreement into Revolving Credit Commitments under the Amended Credit Agreement. (m) The Borrower shall have paid to the Administrative Agent on the First Refinancing Date, for the account of the Term A Lenders, the Term B Lenders and the Revolving Lenders under the Credit Agreement, as applicable, (x) all outstanding principal amounts under, and all accrued and unpaid interest on, the Term A Loans, on the Term B Loans and under the Revolving Credit Facility to, but not including, the First Refinancing Date, (y) the prepayment premium payable pursuant to Section 2.05(a)(iv) of the Credit Agreement, and (z) all accrued but unpaid commitment fees, letter of credit fees, letter of credit reimbursement amounts, other fees and other amounts payable with respect to the Term A Facility, the Term B Facility and the Revolving Credit Facility under the Credit Agreement, and after giving effect to the Refinancing and the other transactions contemplated hereby, there shall be no amounts of principal, interest, fees or other amounts outstanding under the Term A Facility, Term B Facility or the Revolving Credit Facility under the Credit Agreement (other than in respect of any undrawn Letters of Credit issued under the Credit Agreement prior to the First Refinancing Date).

Conditions to Effectiveness. This Agreement shall become effective on The effectiveness of this Second Amendment is subject to the satisfaction (or waiver) of the following conditions (the date on which such conditions are satisfied (or waived), the “Incremental 2012 Term Second Amendment Effective Date”) that is the first Business Day on which the following conditions are satisfied or waived (provided that Section 2 hereof may be modified to make ministerial changes to reflect the completion of the Incremental 2012 Term Effective Date in a manner as reasonably agreed between the Borrower and the Administrative Agent): (a) the Administrative Agent shall have received executed signature pages to this Amendment from US Holdings, the Borrower, each other Credit Party that is party to a Credit Document and Citibank, N.A., in its capacity as Administrative Agent and Collateral Agent; (b) each of the conditions to effectiveness of the December 2012 Extension SECTION 3.1 This Second Amendment shall have been satisfied except with respect duly executed by B▇▇▇▇▇▇▇, each Guarantor, the Administrative Agent, the Collateral Agent and each of the Lenders, and delivered to the payment Administrative Agent. SECTION 3.2 No Default or Event of Default shall exist or would result from the amendments made herein on the Second Amendment Effective Date. SECTION 3.3 The representations and warranties of each Loan Party set forth in Section 5 of the Extension Fee set forth therein;Existing Loan Agreement, Article IV of this Second Amendment and in each other Loan Document shall be true and correct in all material respects (or, to the extent any such representation or warranty is qualified by any applicable standard of materiality, in all respects) on and as of the Second Amendment Effective Date with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date, in which case they shall be true and correct in all respects as of such earlier date. (c) the SECTION 3.4 Administrative Agent shall have received (A) a certificate of an Authorized Officer of each Credit Party attaching (x) a copy of the resolutions, in form and substance reasonably satisfactory to the Administrative Agent, resolutions of the board of directors, other managers directors or general partner applicable governing body of each Credit Loan Party (or a duly authorized committee thereof) authorizing the execution, delivery and performance of this Agreement and the December 2012 Extension Amendment and the performance of the Credit Agreement and the other Credit Documents, in each case as modified by this Agreement and the December 2012 Extension Second Amendment, (y) true and complete copies certified by an appropriate officers of the Organizational Documents of the Credit Parties (which may be incorporated by reference into each such certificate to the extent the same are publicly available on the SEC’s website at ▇▇▇.▇▇▇.▇▇▇ in filings identified in such certificate), in each case certified as of the Incremental 2012 Term Effective Date by such Authorized Officer as being in full force and effect without modification or amendmentLoan Party, (B) signature and incumbency certificates a certificate of each officer executing this Agreement Loan Party, dated the Second Amendment Effective Date, substantially in the form of the certificate or certificates delivered pursuant to Section 4.1(a)(iii) and Section 4.1(a)(iv) of the December 2012 Extension Amendment Existing Loan Agreement, or any other document delivered confirming that the documents and information certified in connection herewith or therewith on behalf of each Credit Party such certificates remain true, correct and complete in all respects as so certified; and (C) good standing certificates for each Credit Party for each jurisdiction a certificate with respect to the Budgeted Amount in which such Credit Party is organized; andconnection with Navire Prepayment Event (as defined below). (d) SECTION 3.5 Lenders and the Administrative Agent Agents shall have received from ▇▇▇▇▇▇received, ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, counsel to the Borrower, executed legal opinions covering such matters as the Administrative Agent may reasonably request and otherwise reasonably satisfactory extent invoiced prior to the Administrative AgentSecond Amendment Effective Date, reimbursement or payment of all out-of-pocket expenses (including reasonable fees, charges and disbursements of counsel) required to be reimbursed or paid by any Loan Party under any Loan Document. SECTION 3.6 Borrower and the Guarantors shall have delivered to the Agents and Lenders such documents and other information reasonably requested in writing prior to the Second Amendment Effective Date that the Agents or any Lender has reasonably determined is required by United States regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation Title III of the USA Patriot Act.

Conditions to Effectiveness. This Agreement Amendment shall become not be effective on the date (the “Incremental 2012 Term Effective Date”) that is the first Business Day on which until each of the following conditions are satisfied or waived (provided that Section 2 hereof may be modified precedent has been fulfilled to make ministerial changes to reflect the completion reasonable satisfaction of the Incremental 2012 Term Effective Date in a manner as reasonably agreed between the Borrower and 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 (including, without limitation, the New Guarantor) 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 executed signature pages to this Amendment from US Holdings, the Borrower, each other Credit Party that is party to a Credit Document and Citibank, N.A., in its capacity as Administrative Agent and Collateral Agent; (b) each of the conditions to effectiveness of the December 2012 Extension Amendment shall have been satisfied except with respect provided to the payment of the Extension Fee set forth therein;Administrative Agent. (c) The New Guarantor shall each have delivered the following to the Administrative Agent shall have received (A) a certificate of an Authorized Officer of each Credit Party attaching (x) a copy of the resolutionsAgent, in form and substance reasonably satisfactory to the Agents: (i) Copies of the New Guarantor’s certificate of articles of organization, (including any provisions or resolutions relating to capital stock), operating agreement or other organizational documents. (ii) Certificates of resolutions or other action, incumbency certificates and/or other certificates of Authorized Officers of the New Guarantor evidencing (A) the authority of the New Guarantor to enter into this Amendment and the other Loan Documents to which the New Guarantor is a party or is to be a party and (B) the identity, authority and capacity of each Authorized Officer thereof authorized to act as a Authorized Officer in connection with this Amendment and the other Loan Documents to which the New Guarantor is a party or is to be a party. (iii) Certificate of Full Force and Effect issued by the Secretary of the State of such New Domestic Guarantor’s incorporation or organization. (iv) A Perfection Certificate substantially in the form delivered to the Administrative Agent on the Closing Date. (v) Any Collateral Documents or amendments thereto necessary to evidence and/or perfect the pledge by the holder of the equity interests in the New Guarantor of such equity interests in favor of the Administrative Agent, of as security for the board of directorsObligations, other managers or general partner of in each Credit Party case in form and substance satisfactory to the Administrative Agent and duly executed by the parties thereto. (or a duly authorized committee thereofvi) authorizing Evidence that all insurance as to the executionNew Guarantor required to be maintained pursuant to the Loan Documents (including, delivery and performance of this Agreement and the December 2012 Extension Amendment and the performance without limitation, Section 7.1.3 of the Credit Agreement and the other Credit Documents, [Maintenance of Insurance]) in each case as modified by this Agreement and the December 2012 Extension Amendment, (y) true and complete copies favor of the Organizational Administrative Agent required under the Loan Documents have been obtained and are in effect. (vii) Execution and delivery by the New Guarantor of the Credit Parties following Loan Documents: (which may be incorporated by reference into such certificate 1) All applicable Collateral Documents necessary or advisable to the extent the same are publicly available on the SEC’s website at ▇▇▇.▇▇▇.▇▇▇ create in filings identified in such certificate), in each case certified as favor of the Incremental 2012 Term Effective Date by such Authorized Officer as being Administrative Agent valid, enforceable and perfected first priority Liens in full force and effect the Collateral, including, without modification or amendmentlimitation, (B) signature and incumbency certificates of each officer executing this Agreement and the December 2012 Extension Amendment or any other document delivered in connection herewith or therewith on behalf of each Credit Party and (C) good standing certificates for each Credit Party for each jurisdiction in which such Credit Party is organizedBlocked Account Agreements; and (d2) the Administrative Agent shall have received from ▇▇▇▇▇▇, ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP Such other documents and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, counsel to the Borrower, executed legal opinions covering such matters agreements as the Administrative Agent may reasonably request require in order to carry out the terms and otherwise conditions of the Credit Agreement, this Amendment and the other Loan Documents. (d) The Administrative Agent shall have received all documents and instruments, including UCC financing statements, required by applicable Law or reasonably satisfactory requested by the Agent to create or perfect the Liens intended to be created under any Collateral Document and all such documents and instruments shall have been so filed, registered or recorded to the reasonable satisfaction of the Administrative Agent. (e) The Loan Parties shall have paid in full (i) all expenses invoiced to the Borrowers in connection with the preparation, negotiation, execution and delivery of this Amendment and related documents, and (ii) any other outstanding fees and expenses invoiced and due and owing and required to be paid under Section 10.3.1 of the Credit Agreement [Costs and Expenses]. (f) The Loan Parties shall have executed and delivered to the Administrative Agent such additional documents, instruments, and agreements as the Administrative Agent may reasonably request.

Conditions to Effectiveness. This Agreement Amendment shall become effective on the date (the “Incremental 2012 Term Amendment Effective Date”) that is the first Business Day on which the following conditions precedent are satisfied (or waived (provided that Section 2 hereof may be modified to make ministerial changes to reflect the completion of the Incremental 2012 Term Effective Date in a manner as reasonably agreed between the Borrower and the Administrative by Agent): (a) the Administrative Agent (or its counsel) shall have received executed signature pages to from (i) each Incremental Lender, (ii) the Supermajority Lenders, (iii) Agent, (iv) each Issuing Bank, (v) Holdings, (vi) each Borrower (including the New Borrower) and (vii) each other Loan Party, a counterpart of this Amendment from US Holdings, the Borrower, each other Credit Party that is party to a Credit Document and Citibank, N.A., in its capacity as Administrative Agent and Collateral Agentsigned on behalf of such party; (b) Agent (or its counsel) shall have received each of the conditions following documents, and each such document shall be in full force and effect: (i) a joinder to effectiveness of the December 2012 Extension Amendment shall have been satisfied except Guaranty and Security Agreement (the “Joinder”) executed by the USOR Entities substantially in the form required by the Guaranty and Security Agreement to join each USOR Entity as a Grantor (as defined in the Guaranty and Security Agreement) thereto; (ii) an updated Perfection Certificate with respect to the payment USOR Entities, executed by the USOR Entities; (iii) a Note for each requesting Incremental Lender to the extent requested in writing to Par Borrower at least one Business Day prior to the Amendment Effective Date; and (iv) that certain Fee Letter, dated as of the Extension date hereof, executed by each Borrower and Agent (the “Fee set forth thereinLetter”); (c) Agent (or its counsel) shall have received, in form and substance satisfactory to Agent, (i) deliverables required by or related to sections (c)-(e) and (h) of Schedule 3.1 to the Administrative Credit Agreement mutatis mutandis with respect to the USOR Entities and (ii) updated deliverables required by section (g) of Schedule 3.1 to the Credit Agreement; (d) Agent shall have received (A) a certificate opinions of an Authorized Officer of ▇▇▇▇▇ ▇▇▇▇▇ L.L.P., counsel to the Loan Parties, and ▇▇▇▇▇▇▇ Coie LLP, Washington counsel to the Loan Parties, each Credit Party attaching (x) a copy of the resolutions, in form and substance reasonably satisfactory to Agent (with form and substance substantially consistent with those delivered on the Administrative Closing Date other than changes to such legal opinions resulting from a change in law, change in fact or change to counsel’s form of opinion reasonably satisfactory to the Agent); (e) Borrower shall have paid (i) all accrued and unpaid interest and fees owed under the Credit Agreement, (ii) all Lender Group Expenses incurred in connection with the transactions evidenced by this Amendment and the other Loan Documents, to the extent invoiced at least three (3) Business Days prior to the Amendment Effective Date, and (iii) all fees payable to Agent and any other member of the Lender Group described in the Fee Letter to the extent due on or prior to the Amendment Effective Date; (f) Agent shall have received a duly executed copy, in form and substance satisfactory to Agent, of the board of directors, other managers or general partner of each Credit Party (or a duly authorized committee thereof) authorizing Wind-Down and Termination Agreement executed by the execution, delivery and performance of this Agreement and the December 2012 Extension Amendment and the performance of the Credit Agreement and the other Credit Documents, in each case as modified by this Agreement and the December 2012 Extension Amendment, (y) true and complete copies of the Organizational Documents of the Credit Parties (which may be incorporated by reference into such certificate to the extent the same are publicly available on the SEC’s website at ▇▇▇.▇▇▇.▇▇▇ in filings identified in such certificate), in each case certified as of the Incremental 2012 Term Effective Date by such Authorized Officer as being in full force and effect without modification or amendment, (B) signature and incumbency certificates of each officer executing this Agreement and the December 2012 Extension Amendment or any other document delivered in connection herewith or therewith on behalf of each Credit Party and (C) good standing certificates for each Credit Party for each jurisdiction in which such Credit Party is organized; and (d) the Administrative Agent shall have received from ▇▇▇▇▇▇, ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP USOR Entities and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLPCommodities, counsel to the BorrowerInc., executed legal opinions covering such matters as the Administrative Agent may reasonably request and otherwise evidence reasonably satisfactory to it that the Administrative Agentconditions to effectiveness set forth in Section 1.3 thereof have been satisfied; and (g) Each representation and warranty contained in Section 5.1 hereof shall be true and correct in all respects on and as of the Amendment Effective Date.

Conditions to Effectiveness. This Agreement Amendment shall become effective on the date (the “Incremental 2012 Term Effective Date”) that is the first Business Day on which each of the following conditions are satisfied or waived (provided that Section 2 hereof may be modified to make ministerial changes to reflect the completion of the Incremental 2012 Term Effective Date in a manner as reasonably agreed between the Borrower and the Administrative Agent):is satisfied: (a) The Administrative Agent’s receipt of counterparts of this Amendment executed by (1) each Loan Party, (2) the Administrative Agent shall have received executed signature pages to this Amendment from US Holdings, the Borrowerand (3) each Revolving Credit Lender, each other Credit Party that is party to a Credit Document and Citibank, N.A., in its capacity as Administrative Agent and Collateral Agent;of which shall be originals or facsimiles or electronic copies (followed promptly by originals) unless otherwise specified. (b) The Administrative Agent’s receipt of the following, each of the conditions to effectiveness of the December 2012 Extension Amendment which shall have been satisfied except with respect to the payment of the Extension Fee set forth thereinbe originals or facsimiles or electronic copies (followed promptly by originals) unless otherwise specified; (c1) an opinion of (i) Ropes & ▇▇▇▇ LLP, New York counsel to the Loan Parties and (ii) ▇▇▇▇▇ ▇▇▇▇ LLP, Georgia counsel to the Loan Parties, each dated the Amendment No. 4 Effective Date and addressed to the Administrative Agent shall have received (A) a certificate of an Authorized Officer of each Credit Party attaching (x) a copy of and the resolutionsLenders, in a form and substance reasonably satisfactory to the Administrative Agent; (2) (A) certificates of good standing (to the extent such concept exists in such Loan Party’s state of organization) from the applicable secretary of state of the state of organization of each Loan Party, and (B) a certificate of a Responsible Officer of each Loan Party dated the Amendment No. 4 Effective Date and certifying (I) to the effect that (w) attached thereto is a true and complete copy of the certificate or articles of incorporation or organization such Loan Party certified as of a recent date by the secretary of state of the state of its organization, or in the alternative, certifying that such certificate or articles of incorporation or organization have not been amended since the Closing Date, and that such certificate or articles are in full force and effect, (x) attached thereto is a true and complete copy of the by-laws or operating agreements of each Loan Party as in effect on the Amendment No. 4 Effective Date, or in the alternative, certifying that such by-laws or operating agreements have not been amended since the Closing Date and (y) attached thereto is a true and complete copy of resolutions duly adopted by the board of directors, other managers or general partner directors of each Credit Loan Party (or a duly authorized committee thereof) authorizing the execution, delivery and performance of the Loan Documents 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 (II) as to the incumbency and specimen signature of each officer executing any Loan Document on behalf of any Loan Party and signed by another officer as to the incumbency and specimen signature of the Responsible Officer executing the certificate pursuant to this Agreement clause (B); and (3) a certificate signed by a Responsible Officer of the Borrower certifying that (x) before and after giving effect to this Amendment, the December 2012 Extension Amendment representations and warranties of the performance Borrower and each other Loan Party contained in Article V of the Credit Agreement or any other Loan Document shall be true and correct in all material respects on and as of the other Credit DocumentsAmendment 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 each case all material respects as modified by this Agreement of such earlier date; provided, further, that, any representation and the December 2012 Extension Amendment, warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language shall be true and correct (after giving effect to any qualification therein) in all respects on such respective date and (y) true at the time of and complete copies after giving effect to this Amendment, no Default shall exist, or would result from the Amendment and related Credit Extension or from the application of the Organizational Documents of the Credit Parties proceeds therefrom. (which may be incorporated by reference into such certificate c) All fees and expenses due to the extent Administrative Agent, the same are publicly available Lead Arrangers and the Lenders (including, without limitation, pursuant to Section 4 hereof) required to be paid on the SEC’s website at ▇▇▇.▇▇▇.▇▇▇ in filings identified in such certificate), in each case certified as of the Incremental 2012 Term Amendment No. 4 Effective Date by such Authorized Officer as being in full force and effect without modification or amendment, invoiced at least two (B2) signature and incumbency certificates of each officer executing this Agreement and Business Days prior to the December 2012 Extension Amendment or any other document delivered in connection herewith or therewith on behalf of each Credit Party and (C) good standing certificates for each Credit Party for each jurisdiction in which such Credit Party is organized; andNo. 4 Effective Date shall have been paid. (d) To the extent reasonably requested by a Revolving Credit Lender in writing not less than five (5) Business Days prior to the Amendment No. 4 Effective Date, the Administrative Agent shall have received from ▇▇▇▇▇▇received, ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, counsel prior to the Borrowereffectiveness of this Amendment, executed legal opinions covering such matters as all documentation and other information with respect to the Borrower required by regulatory authorities under applicable “know-your-customer” and anti-money laundering rules and regulations, including the PATRIOT Act. The Administrative Agent may reasonably request shall notify the Borrower and otherwise reasonably satisfactory to the Administrative AgentLenders of the Amendment No. 1 Effective Date and such notice shall be conclusive and binding.

Conditions to Effectiveness. This Agreement First Amendment shall become effective on as of the date (set forth above upon the “Incremental 2012 Term Effective Date”) that is the first Business Day on which satisfaction of the following conditions are satisfied or waived (provided that Section 2 hereof may be modified to make ministerial changes to reflect the completion of the Incremental 2012 Term Effective Date in a manner as reasonably agreed between the Borrower and the Administrative Agent):conditions: (a) there shall exist no Default both immediately before and after giving effect to this First Amendment; (b) the Administrative Agent shall have received executed a counterpart signature pages page to this Amendment from US HoldingsFirst Amendment, duly executed and delivered by the Borrower, each other Credit Party that is party to a Credit Document and CitibankGuarantor, N.A., in its capacity as Administrative Agent and Collateral Agent; (b) each the owners of the conditions to effectiveness Capital Stock of the December 2012 Extension Amendment shall have been satisfied except with respect to Borrower (the payment of "Pledgors"), the Extension Fee set forth thereinMajority Lenders and the Term A Lenders; (c) the Administrative Agent shall have received (A) a certificate of an Authorized Officer of each Credit Party attaching (x) a copy of the resolutions, in form and substance reasonably satisfactory counterpart signature page to the Administrative AgentTerm A Reallocation Letter, of duly executed and delivered by the board of directorsBorrower, other managers or general partner of each Credit Party (or a duly authorized committee thereof) authorizing the execution, delivery and performance of this Agreement Term A Lenders and the December 2012 Extension Amendment and the performance of the Credit Agreement and the other Credit Documents, in each case as modified by this Agreement and the December 2012 Extension Amendment, (y) true and complete copies of the Organizational Documents of the Credit Parties (which may be incorporated by reference into such certificate to the extent the same are publicly available on the SEC’s website at ▇▇▇.▇▇▇.▇▇▇ in filings identified in such certificate), in each case certified as of the Incremental 2012 Nexstar Term Effective Date by such Authorized Officer as being in full force and effect without modification or amendment, (B) signature and incumbency certificates of each officer executing this Agreement and the December 2012 Extension Amendment or any other document delivered in connection herewith or therewith on behalf of each Credit Party and (C) good standing certificates for each Credit Party for each jurisdiction in which such Credit Party is organized; andA Lenders; (d) the Administrative Agent shall have received from ▇▇▇▇▇▇a certified copy of the CCA Acquisition Documents, ▇▇▇▇ & duly executed by the parties thereto (together with all exhibits and schedules thereto), and each of which shall be in full force and effect; (e) the representations and warranties set forth in this First Amendment shall be true and correct in all material respects as of the date of this First 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); (f) the Nexstar Credit Agreement shall be amended on substantially similar terms for the Nexstar Borrower as the terms set forth in this First Amendment; (g) the Administrative Agent shall have received a certificate of a Responsible Officer of the Borrower certifying (A) as to compliance with clauses (i) – (iii) of the proviso to Section 2.14(a) of the Credit Agreement and (B) and attaching the resolutions adopted by the Borrower approving or consenting to the First Amendment; (h) the Administrative Agent shall have received a Term A Loan Note executed by the Borrower in favor of each Lender requesting a Term A Loan Note; (i) the Administrative Agent shall have received, for the account of each existing Term B Lender timely executing this First Amendment prior to 3 p.m. on June 27, 2013, an amendment fee equal to five basis points (0.05%) of the aggregate Outstanding Amount of the Term B Loans of such Lender; and (j) the Borrower shall have paid all reasonable invoiced fees and expenses of the Administrative Agent's counsel, ▇▇▇▇▇▇▇▇ LLP PC, and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, counsel to the Borrower, executed legal opinions covering such matters as the Administrative Agent may reasonably request shall have received evidence of payment of all other reasonable and otherwise reasonably satisfactory documented out-of-pocket costs and expenses (including, without limitation, legal fees and expenses) that have been invoiced prior to the Administrative Agenteffective date of this First Amendment.

Conditions to Effectiveness. This Agreement shall become effective on the date (the “Incremental 2012 Term Effective Date”) that is the first Business Day on which the following conditions are satisfied or waived (provided that Section 2 hereof may be modified to make ministerial changes to reflect the completion of the Incremental 2012 Term Effective Date in a manner as reasonably agreed between the Borrower and the Administrative Agent): (a) the Administrative Agent shall have received executed signature pages to this Amendment from US Holdings, the Borrower, each other Credit Party that is party to a Credit Document and Citibank, N.A., in its capacity as Administrative Agent and Collateral Agent; (b) each of the conditions to The effectiveness of the December 2012 Extension Amendment shall have been satisfied except with respect to the payment of the Extension Fee set forth therein; (c) the Administrative Agent shall have received (A) a certificate of an Authorized Officer of each Credit Party attaching (x) a copy of the resolutions, in form and substance reasonably satisfactory to the Administrative Agent, of the board of directors, other managers or general partner of each Credit Party (or a duly authorized committee thereof) authorizing the execution, delivery and performance of this Agreement and the December 2012 Extension Amendment other Loan Documents and the performance commitment of each Lender, severally, to provide its Applicable Percentage of the Credit Term Loan, is subject to satisfaction of the following conditions precedent: (a) The Agent’s receipt of the following, each of which shall be originals, telecopies or other electronic image scan transmission (e.g., “pdf” or “tif “ via e-mail) (followed promptly by originals) unless otherwise specified, each dated the Effective Date (or, in the case of certificates of governmental officials, a recent date before the Effective Date) and each in form and substance satisfactory to the Agent: (i) counterparts of this Agreement each properly executed by a Responsible Officer of the signing Loan Party and the Lenders sufficient in number for distribution to the Agent, each Lender and the Lead Borrower; (ii) a Note executed by the applicable Borrowers in favor of each Lender requesting a Note; (iii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Agent may require evidencing (A) the authority of each Loan Party to enter into this Agreement and the other Credit DocumentsLoan Documents to which such Loan Party is a party or is to become a party and (B) the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in each case as modified by connection with this Agreement and the December 2012 Extension Amendment, other Loan Documents to which such Loan Party is a party or is to become a party; (yiv) true and complete copies of each Loan Party’s Organization Documents and such other documents and certifications as the Organizational Documents Agent may reasonably require to evidence that each Loan Party is duly organized or formed, and that each Loan Party is validly existing, in good standing and qualified to engage in business in each jurisdiction where its ownership, lease or operation of properties or the Credit Parties (which may be incorporated by reference into conduct of its business requires such certificate qualification, except to the extent the same are publicly available on the SEC’s website at ▇▇▇.▇▇▇.▇▇▇ in filings identified that failure to so qualify in such certificate), in each case certified as of the Incremental 2012 Term Effective Date by such Authorized Officer as being in full force and effect without modification or amendment, (B) signature and incumbency certificates of each officer executing this Agreement and the December 2012 Extension Amendment or any other document delivered in connection herewith or therewith on behalf of each Credit Party and (C) good standing certificates for each Credit Party for each jurisdiction in which such Credit Party is organized; andcould not reasonably be expected to have a Material Adverse Effect; (dv) the Administrative Agent shall have received from a favorable opinion of ▇▇▇▇▇▇, ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, United States counsel to the BorrowerLoan Parties, executed legal opinions covering addressed to the Agent and each Lender, as to such matters concerning the Loan Parties and the Loan Documents as the Administrative Agent may reasonably request request; (vi) a certificate of a Responsible Officer of the Lead Borrower certifying (A) that the conditions specified in Sections 4.02(a) and otherwise (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, (C) to the Solvency of the Loan Parties as of the Effective Date after giving effect to the transactions contemplated hereby, and (D) 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; (vii) evidence that all insurance required to be maintained pursuant to the Loan Documents and all endorsements in favor of the Agent required under the Loan Documents have been obtained and are in effect; (viii) the Security Documents and certificates evidencing any stock being pledged thereunder, together with undated stock powers executed in blank, each duly executed by the applicable Loan Parties; (ix) results of searches or other evidence reasonably satisfactory to the Administrative Agent (in each case dated as of a date reasonably satisfactory to the Agent) indicating the absence of Liens on the assets of the Loan Parties, except for Permitted Encumbrances and Liens for which termination statements and releases are being tendered concurrently with such extension of credit or other arrangements satisfactory to the Agent for the delivery of such termination statements and releases, satisfactions and discharges have been made; (A) all documents and instruments, including Uniform Commercial Code financing statements, required by law or reasonably requested by the Agent to be filed, registered or recorded to create or perfect the first priority (subject to Permitted Encumbrances having priority by operation of Law) Liens intended to be created under the Loan Documents and all such documents and instruments shall have been so filed, registered or recorded to the satisfaction of the Agent, (B) Blocked Account Agreements entered into with the applicable Blocked Account Banks, and (C) control agreements with respect to the Loan Parties’ securities and investment accounts have been obtained; (xi) the ABL Intercreditor Agreement, executed and delivered by the ABL Agent and acknowledged and agreed to by the Loan Parties, in form and substance satisfactory to the Agent and the Lenders; and (xii) such other assurances, certificates, documents, consents or opinions as the Agent reasonably may require. (b) After giving effect to the transactions contemplated hereby and the Term Loan to be made on the Effective Date, Excess Availability shall be not less than thirty-five percent (35%) of the Revolving Loan Cap (as defined in the ABL Credit Agreement). (c) The Agent shall have received a Borrowing Base Certificate dated as of a date recent to the Effective Date, relating to the month ended on May 31, 2017, and executed by a Responsible Officer of the Lead Borrower. (d) The Agent shall be reasonably satisfied that any financial statements delivered to it and the Lenders fairly present the business and financial condition of the Loan Parties and that there has been no Material Adverse Effect since January 28, 2017. (e) The Agent and the Lenders shall have received and be satisfied with updated projections of the Loan Parties in form and substance acceptable to the Agent. (f) There shall not be pending any litigation or other proceeding, the result of which, either individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect. (g) There shall not have occurred any default of any Material Contract of any Loan Party which could reasonably be expected to have a Material Adverse Effect. (h) The consummation of the transactions contemplated hereby shall not violate any Law or any Organization Document. (i) All fees required to be paid to the Agent on or before the Effective Date shall have been paid in full, and all fees required to be paid to the Lenders on or before the Effective Date shall have been paid in full. (j) The Borrowers shall have paid all fees, charges and disbursements of counsel to the Agent and the other Credit Parties to the extent invoiced prior to or on the Effective Date, plus such additional amounts of such fees, charges and disbursements as shall constitute its reasonable estimate of such fees, charges and disbursements incurred or to be incurred by it through the Effective Date (provided that such estimate shall not thereafter preclude a final settling of accounts between the Borrowers and the Agent). (k) The Agent and the Lenders 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 USA PATRIOT Act and the AML Legislation, and shall have completed all customary business, legal and other due diligence reviews and are satisfied with the results. (l) No material changes in governmental regulations or policies affecting any Loan Party or any Credit Party shall have occurred prior to the Effective Date. Without limiting the generality of the provisions of Section 9.04, 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 Agent shall have received notice from such Lender prior to the proposed Effective Date specifying its objection thereto.

Conditions to Effectiveness. This The effectiveness of Section 1 of this Agreement and the obligation of the Term Loan Lenders to make their Term Loans hereunder shall become effective on be subject to the satisfaction of the following conditions precedent (the date (upon which Section 1 of this Agreement become effective, the “Incremental 2012 Term Fifth Amendment Effective Date”): (a) that The Administrative Agent shall have received each of the following, each dated the Fifth Amendment Effective Date unless otherwise indicated or agreed to by the Administrative Agent and each in form and substance reasonably satisfactory to the Administrative Agent: (i) from each Loan Party and the Fronting Term Loan Lender which is party hereto, duly signed counterparts of this Agreement and from each Cashless Option Lender a duly signed Consent (which shall be deemed part of this Agreement); (ii) a favorable written opinion of each of ▇▇▇▇▇ Day LLP, counsel to the first Borrower and each Guarantor and local counsel for the Loan Parties in each jurisdiction reasonably requested by the Administrative Agent, addressed to the Administrative Agent, Collateral Agent and each Lender signatory hereto, dated the Fifth Amendment Effective Date; (iii) a “Life-of-Loan” flood hazard determination notice for each real property encumbered by a Mortgage and if such real property is located in a special flood hazard area, (x) a notice about special flood hazard area status and flood disaster assistance duly executed by the Borrower and the applicable Loan Party and (y) evidence of flood insurance required by the Credit Agreement in form and substance satisfactory to the Administrative Agent; and (iv) a notice (which notice must be received by the Administrative Agent by (i) in the case of Eurocurrency Loans, 11:00 a.m. three (3) Business Days prior to the Fifth Amendment Effective Date or (ii) in the case of Base Rate Loans, by 11:00 a.m. one (1) Business Day on which prior to the following conditions are satisfied or waived (provided that Section 2 hereof may be modified to make ministerial changes to reflect Fifth Amendment Effective Date) specifying the completion amount of the Incremental 2012 applicable Term Loans to be borrowed, the Type of such Term Loans, the Interest Period (if applicable) and the proposed Borrowing Date. (b) the Term Loan Lenders shall have received all fees and other amounts due and payable under Section 6 on, or contemporaneously with, the Fifth Amendment Effective Date Date, to the extent invoiced at least two Business Days prior to such date, in a manner as reasonably each case, unless otherwise agreed between the Borrower and the Administrative Agent): (a) the Administrative Agent shall have received executed signature pages to this Amendment from US Holdings, the Borrower, each other Credit Party that is party to a Credit Document and Citibank, N.A., in its capacity as Administrative Agent and Collateral Agent; (b) each of the conditions to effectiveness of the December 2012 Extension Amendment shall have been satisfied except with respect to the payment of the Extension Fee set forth therein; (c) the Administrative Agent shall have received (A) a certificate true and complete copies of an Authorized Officer of each Credit Party attaching (x) a copy of the resolutions, in form and substance reasonably satisfactory to the Administrative Agent, resolutions of the board of directors, other managers or general partner directors of the Borrower and each Credit Party (or a duly authorized committee thereof) Guarantor approving and authorizing the execution, delivery and performance of this Agreement and the December 2012 Extension Amendment Agreement, and the performance of the Amended Credit Agreement and the other Credit DocumentsAgreement, in each case as modified by this Agreement and the December 2012 Extension Amendment, (y) true and complete copies of the Organizational Documents of the Credit Parties (which may be incorporated by reference into such certificate to the extent the same are publicly available on the SEC’s website at ▇▇▇.▇▇▇.▇▇▇ in filings identified in such certificate), in each case certified as of the Incremental 2012 Term Fifth Amendment Effective Date by a Responsible Officer, secretary or assistant secretary of the Borrower or such Authorized Officer Guarantor, as applicable, as being in full force and effect without modification or amendment, amendment and (B) signature and incumbency certificates of each officer executing this Agreement and the December 2012 Extension Amendment or any other document delivered in connection herewith or therewith on behalf of each Credit Party and (C) good standing certificates certificate (or the equivalent thereof) for each Credit Loan Party for each reasonably requested by the Administrative Agent from its jurisdiction in which such Credit Party is organizedof formation; and (d) all of the Administrative Agent shall conditions in Section 5.2 of the Credit Agreement have received from ▇▇▇▇▇▇, ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, counsel to the Borrower, executed legal opinions covering such matters as the Administrative Agent may reasonably request and otherwise reasonably satisfactory to the Administrative Agentbeen satisfied.

Conditions to Effectiveness. This Agreement Sections 1 and 2 of this Amendment (other than the provisions of Section 1.1D hereof) shall become effective on only upon the satisfaction of all of the following conditions precedent (the date (of satisfaction of such conditions being referred to herein as the “Incremental 2012 Term Second Amendment Effective Date”) on or prior to March 31, 2010: A. On or before the Second Amendment Effective Date, Company shall, and shall cause each Guarantor to, deliver to Lenders (or to Administrative Agent for Lenders with sufficient originally executed copies, where appropriate, for each Lender) the following, each, unless otherwise noted, dated the Second Amendment Effective Date: 1. Copies of all amendments to the Organizational Documents of Company executed on or after February 19, 2008, in each case, certified by the Secretary of State of Delaware or, if such document is of a type that is may not be so certified, certified by the first Business Day on which secretary or similar officer of Company, together with a good standing certificate from the following conditions are satisfied or waived (provided that Section 2 hereof may be modified to make ministerial changes to reflect the completion Secretary of State of the Incremental 2012 Term Effective Date in a manner as reasonably agreed between the Borrower and the Administrative Agent): (a) the Administrative Agent shall have received executed signature pages to this Amendment from US Holdings, the BorrowerState of Delaware, each other Credit Party that is party dated a recent date prior to a Credit Document and Citibankthe Second Amendment Effective Date; 2. Copies of all amendments to the Organizational Documents of each Guarantor executed on or after February 19, N.A.2008, in each case, certified by the Secretary of State of its capacity jurisdiction of organization or, if such document is of a type that may not be so certified, certified by the secretary or similar officer of the applicable Guarantor, together with a good standing certificate from the Secretary of State of its jurisdiction of organization and, to the extent generally available, a certificate or other evidence of good standing as Administrative Agent and Collateral Agentto payment of any applicable franchise or similar taxes from the appropriate taxing authority of such jurisdiction, each dated a recent date prior the Second Amendment Effective Date; (b) each 3. Resolutions of the conditions to effectiveness Governing Body of the December 2012 Extension Amendment shall have been satisfied except with respect to the payment of the Extension Fee set forth therein; (c) the Administrative Agent shall have received (A) a certificate of an Authorized Officer of Company and each Credit Party attaching (x) a copy of the resolutions, in form Guarantor approving and substance reasonably satisfactory to the Administrative Agent, of the board of directors, other managers or general partner of each Credit Party (or a duly authorized committee thereof) authorizing the execution, delivery delivery, and performance of this Agreement and the December 2012 Extension Amendment and the performance of the Credit Agreement and the other Credit Documents, in each case as modified by this Agreement and the December 2012 Extension Amendment, (y) true and complete copies of the Organizational Documents of the Credit Parties (which may be incorporated by reference into such certificate to the extent the same are publicly available on the SEC’s website at ▇▇▇.▇▇▇.▇▇▇ in filings identified in such certificate), in each case certified as of the Incremental 2012 Term Second Amendment Effective Date by the secretary or similar officer of such Authorized Officer Person as being in full force and effect without modification or amendment, (B) signature ; 4. Signature and incumbency certificates of the officers of Company and each officer Guarantor executing this Agreement and the December 2012 Extension Amendment or any other document delivered in connection herewith or therewith on behalf of each Credit Party and (C) good standing certificates for each Credit Party for each jurisdiction in which such Credit Party is organizedPerson’s behalf; and (d) the Administrative Agent 5. Executed copies of this Amendment. B. Lenders shall have received from ▇▇▇▇▇▇copies of one or more favorable written opinions of Jones, ▇▇▇▇ Walker, Waechter, Poitevent, Carrere & ▇▇▇▇▇▇▇▇ LLP and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, L.L.P., counsel for Company, in form and substance reasonably satisfactory to Administrative Agent and its counsel, dated as of the Second Amendment Effective Date, and setting forth the matters as Administrative Agent acting on behalf of Lenders may reasonably request. C. On or before the Second Amendment Effective Date, Company shall have received proceeds (net of underwriting discounts and commissions and other reasonable costs and expenses associated therewith) of at least $42,500,000 in cash in exchange for the issuance of its convertible preferred stock to a new investor and a rights offering to existing stockholders and Company shall have prepaid the Loans in an amount equal to $42,500,000. In addition, Company shall have prepaid the Loans and permanently reduced the Revolving Loan Commitment Amount in an amount equal to all proceeds (net of underwriting discounts and commissions and other reasonable costs and expenses associated therewith not reflected in the calculation of the $42,500,000 of proceeds) of the rights offering in excess of $25,000,000. Any such reduction in the Revolving Loan Commitment Amount shall be in addition to the Borrowerreduction in the Revolving Loan Commitment Amount effected pursuant to Section 1.2 hereof. D. On or before the Second Amendment Effective Date, executed legal opinions covering 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 Administrative Agent, acting on behalf of Lenders, and its counsel shall be reasonably satisfactory in form and substance to Administrative Agent and such matters counsel, and Administrative Agent and such counsel shall have received all such counterpart originals or certified copies of such documents as the Administrative Agent may reasonably request and otherwise reasonably satisfactory request. E. Company shall pay to the Administrative Agenteach Lender executing this Amendment an amendment fee equal to 0.75% of such Lender’s Revolving Loan Exposure.

Conditions to Effectiveness. This Agreement shall become effective on the date (the “Incremental 2012 Term Effective Date”) that is the first Business Day on which the following conditions are satisfied or waived (provided that Section 2 hereof may be modified to make ministerial changes to reflect the completion of the Incremental 2012 Term Effective Date in a manner as reasonably agreed between the Borrower and the Administrative Agent): (a) the Administrative Agent shall have received executed signature pages to this Amendment from US Holdings, the Borrower, each other Credit Party that is party to a Credit Document and Citibank, N.A., in its capacity as Administrative Agent and Collateral Agent; (b) each of the conditions to The effectiveness of the December 2012 Extension Amendment shall have been satisfied except with respect to the payment of the Extension Fee set forth therein; (c) the Administrative Agent shall have received (A) a certificate of an Authorized Officer of each Credit Party attaching (x) a copy of the resolutions, in form and substance reasonably satisfactory to the Administrative Agent, of the board of directors, other managers or general partner of each Credit Party (or a duly authorized committee thereof) authorizing the execution, delivery and performance of this Agreement and the December 2012 Extension Amendment amendment and the performance restatement of the Original Tranche C Credit Agreement and shall be subject to the other Credit Documentssatisfaction on a single date (the "Restatement Closing Date") on or prior to March 31, in each case as modified by this Agreement and the December 2012 Extension Amendment2001, (y) true and complete copies of the Organizational Documents of the Credit Parties (which may be incorporated by reference into such certificate to the extent the same are publicly available on the SEC’s website at ▇▇▇.▇▇▇.▇▇▇ in filings identified in such certificate), in each case certified as of the Incremental 2012 Term Effective Date by such Authorized Officer as being in full force and effect without modification or amendment, (B) signature and incumbency certificates of each officer executing this Agreement and the December 2012 Extension Amendment or any other document delivered in connection herewith or therewith on behalf of each Credit Party and (C) good standing certificates for each Credit Party for each jurisdiction in which such Credit Party is organized; andfollowing conditions precedent: (da) the The Administrative Agent shall have received from ▇▇▇▇▇▇received, ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP on behalf of itself and ▇▇▇the Lenders, a favorable written opinion of ▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, counsel General Counsel of Terex, substantially to the Borrowereffect set forth in Exhibit D of the Restated Tranche C Credit Agreement, executed legal opinions (i) dated the Restatement Closing Date, (ii) addressed to the Administrative Agent and the Lenders, and (iii) covering such other matters relating to this Agreement and the Loan Documents as the Administrative Agent shall reasonably request. (b) All legal matters incident to this Agreement, the Restated Tranche C Credit Agreement and the other Loan Documents shall be reasonably satisfactory to the Required Lenders, the Additional Lenders and to the Administrative Agent. (c) The Administrative Agent shall have received (i) a copy of the certificate or articles of incorporation or other organizational documents, including all amendments thereto, of each Loan Party, certified as of a recent date by the Secretary of State or other Governmental Authority of the state or other jurisdiction of its organization, and a certificate as to the good standing of each Loan Party as of a recent date, from such Secretary of State or other Governmental Authority; (ii) a certificate of the Secretary or Assistant Secretary of each Loan Party dated the Restatement Closing Date and certifying (A) that attached thereto is a true and complete copy of the By-laws or other organizational documents of such Loan Party as in effect on the Restatement Closing Date and at all times since a date prior to the date of the resolutions described in clause (B) below, (B) that attached thereto is a true and complete copy of resolutions duly adopted by the Board of Directors or other appropriate party of such Loan Party authorizing the execution, delivery and performance of the Loan Documents to which such person is a party and, in the case of Terex, the borrowings thereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (C) that the certificate or articles of incorporation or other organizational documents of such Loan Party have not been amended since the date of the last amendment thereto shown on the certificate of good standing furnished pursuant to clause (i) above, (D) as to the incumbency and specimen signature of each officer executing any Loan Document or any other document delivered in connection herewith on behalf of such Loan Party, and (E) as to the incumbency and specimen signature of the Secretary or Assistant Secretary executing such certificate; and (iv) such other documents as the Lenders or the Administrative Agent may reasonably request request. (d) The Administrative Agent shall have received a certificate, dated the Restatement Closing Date and otherwise reasonably satisfactory signed by a Financial Officer of Terex, confirming that (i) the representations and warranties set forth in Article III of the Restated Tranche C Credit Agreement are true and correct in all material respects on and as of the Restatement Closing Date, (ii) each Loan Party is in compliance with the terms and provisions set forth in each Loan Document to which it is a party and (iii) no Default or Event of Default has occurred and is continuing. (e) The Administrative Agent shall have received the Amendment Fee and all other amounts due and payable by Terex on or prior to the Administrative AgentRestatement Closing Date, including, to the extent invoiced, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by Terex under the Restated Tranche C Credit Agreement or under any other Loan Document. (f) Each of the Loan Documents (other than the Restated Tranche C Credit Agreement) shall be in full force and effect. (g) Terex shall have issued the New Subordinated Notes and shall have applied the Net Cash Proceeds substantially concurrent therewith from the first $200,000,000 thereof to the prepayment of the Term Loans and the Loans under and as defined in the Original Credit Agreement and the Original Tranche C Credit Agreement, respectively. The application of such Net Cash Proceeds to the outstanding Term Loans and Loans shall be as set forth on Schedule 1 hereto, and the Required Lenders hereby consent to such application.

Conditions to Effectiveness. This Agreement Amendment shall become effective on the first date (the “Incremental 2012 Term Second Amendment Effective Date”) that is the first Business Day on upon which each of the following conditions are satisfied or waived (provided that Section 2 hereof may be modified to make ministerial changes to reflect the completion of the Incremental 2012 Term Effective Date in a manner as reasonably agreed between the Borrower and the Administrative Agent):has been satisfied: (a) the a. The Administrative Agent (or its counsel) shall have received executed signature pages to this Amendment from US Holdings, the Borrower, each other Credit Loan Party that is and each Lender either (i) a counterpart of this Amendment signed on behalf of such party or (ii) written evidence satisfactory to a Credit Document and Citibank, N.A., in its capacity as Administrative Agent and Collateral Agent; (b) each of the conditions to effectiveness of the December 2012 Extension Amendment shall have been satisfied except with respect to the payment of the Extension Fee set forth therein; (c) the Administrative Agent (which may include facsimile or other electronic transmission of a signed counterpart of this Amendment) that such party has signed a counterpart of this Amendment. b. The Administrative Agent (or its counsel) shall have received (A) a certificate of an Authorized Officer of received, each Credit Party attaching (x) a copy of the resolutions, in form and substance reasonably satisfactory to the Administrative Agent, a Note (“New Note”) executed by the Borrower for each Lender requesting a Note to the extent requested at least two (2) Business Days prior to the Second Amendment Effective Date. c. The Administrative Agent shall have received a favorable written opinion (addressed to the Administrative Agent and the Lenders and dated the Second Amendment Effective Date) of ▇▇▇▇▇▇▇ Procter LLP, counsel for the Loan Parties, and covering such matters relating to the Loan Parties, this Amendment, the New Notes, if any, or other Loan Documents as the Administrative Agent shall reasonably request. d. The Administrative Agent shall have received: (i) a copy of each organizational document of each Loan Party and, to the extent applicable, certified as of a recent date by the appropriate governmental official or a certificate signed by an officer of such Loan Party certifying that such organizational document has not been amended, modified or rescinded since they were last furnished in writing to the Administrative Agent, and remain in full force and effect as of the date hereof; (ii) signature and incumbency certificates of the officers of the Loan Parties executing this Amendment, the New Notes and each other agreement executed in connection therewith to which such Loan Party is a party as of the Second Amendment Effective Date; (iii) resolutions of the board of directors, other managers directors or general partner similar governing body of each Credit Loan Party (or a duly authorized committee thereof) approving and authorizing the execution, delivery and performance of this Agreement Amendment, the New Notes, the other Loan Documents and the December 2012 Extension Amendment and the performance each other agreement executed in connection therewith to which such Loan Party is a party as of the Credit Agreement and the other Credit DocumentsSecond Amendment Effective Date, in each case as modified by this Agreement and the December 2012 Extension Amendment, (y) true and complete copies of the Organizational Documents of the Credit Parties (which may be incorporated by reference into such certificate to the extent the same are publicly available on the SEC’s website at ▇▇▇.▇▇▇.▇▇▇ in filings identified in such certificate), in each case certified as of the Incremental 2012 Term Second Amendment Effective Date by such Authorized Officer Loan Party as being in full force and effect without modification or amendment, ; and (Biv) signature and incumbency certificates a good standing certificate (to the extent such concept is known in the relevant jurisdiction) from the applicable Governmental Authority of each officer executing this Agreement and Loan Party’s respective jurisdiction of incorporation, organization or formation dated as of a recent date prior to the December 2012 Extension Second Amendment or any other document delivered in connection herewith or therewith on behalf of each Credit Party and (C) good standing certificates for each Credit Party for each jurisdiction in which such Credit Party is organized; andEffective Date. (d) the e. The Administrative Agent shall have received from ▇▇▇▇▇▇, ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP all fees due and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, counsel payable on or prior to the BorrowerSecond Amendment Effective Date, executed and, to the extent invoiced at least one day prior to the Second Amendment Effective Date, shall have been reimbursed for all out of pocket expenses (including legal opinions covering such matters fees and expenses) required to be reimbursed by the Borrower hereunder. f. The Administrative Agent shall have received a Solvency Certificate. g. The Administrative Agent (or its counsel) shall have received the results of a search of the UCC filings with respect to each Loan Party. h. The Administrative Agent shall have received, at least three (3) Business Days prior to the Second Amendment Effective Date, all documentation and other information with respect to the Borrower and the Guarantors required under applicable “know your customer” and anti-money laundering rules and regulations, including the USA Patriot Act, as the Administrative Agent may and Lenders shall have reasonably request requested in writing at least ten (10) Business Days prior to Second Amendment Effective Date. The Administrative Agent and otherwise each requesting Lender shall have received, at least five days prior to the Second Amendment Effective Date and solely to the extent the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, a certification regarding beneficial ownership of the Borrower as required by the Beneficial Ownership Regulation, in form and substance substantially the same as the form of Certification Regarding Beneficial Owners of Legal Entity Customers published jointly, in May 2018, by the Loan Syndications and Trading Association and Securities Industry and Financial Markets Association. i. All representations and warranties of the Borrower and each Loan Party set forth in the Credit Agreement (as amended hereby), this Amendment and the other Loan Documents shall be true and correct in all material respects (or, with respect to representations and warranties already qualified by concepts of materiality, in all respects) on and as of the Second Amendment Effective Date (except for representations and warranties that expressly speak as of a specific date, then on and as of such specific date). j. Both immediately before and immediately after giving effect to this Amendment, no Default or Event of Default shall exist, have occurred and be continuing under the Credit Agreement or any of the other Loan Documents. k. No Material Adverse Effect shall have occurred or exist, and there has been no event, development or circumstance that, individually or in the aggregate, would reasonably satisfactory be expected to have a Material Adverse Effect. l. The Administrative Agent shall have received a certificate of a Responsible Officer of Borrower certifying that each of the conditions specified in paragraphs (i), (j) and (k) of this Section 4 has been satisfied. m. The Administrative Agent shall have received such other documents as the Administrative Agent or the Required Lenders (through the Administrative Agent) may reasonably request.

Conditions to Effectiveness. This The effectiveness of the amendments to the Loan Agreement shall become effective on set forth in Section 5 and the obligations of the 2025 Repricing Lenders to make 2025 Repricing Advances are subject to the prior or substantially concurrent satisfaction (or waiver by 2025 Repricing Lenders holding a majority of the 2025 Repricing Commitments, as of the 2025 Repricing Effective Date) of the following conditions (the date (of such satisfaction or waiver, the “Incremental 2012 Term 2025 Repricing Effective Date”) that is the first Business Day on which the following conditions are satisfied or waived (provided that Section 2 hereof may be modified to make ministerial changes to reflect the completion of the Incremental 2012 Term Effective Date in a manner as reasonably agreed between the Borrower and the Administrative Agent): (a) The Administrative Agent (or its counsel) shall have received from each of the Lead Borrower, the Co-Borrower and each other Loan Party, a counterpart of this Amendment signed on behalf of such party. (b) The Administrative Agent shall have received executed signature pages to this Amendment from US Holdings, the Borrower, each other Credit Party that is party to a Credit Document and Citibank, N.A., in its capacity as Administrative Agent and Collateral Agent; (b) each of the conditions to effectiveness of the December 2012 Extension Amendment shall have been satisfied except with respect to the payment of the Extension Fee set forth therein; (c) the Administrative Agent shall have received (A) a certificate of an Authorized Officer of each Credit Loan Party attaching dated the 2025 Repricing Effective Date: (i) either (x) attaching a copy of the resolutionscertificate or articles of incorporation, in form certificate of limited partnership, certificate of formation or other equivalent constituent and substance reasonably satisfactory governing documents, including all amendments thereto, of such Loan Party, certified as of a recent date by the Secretary of State (or other similar official) of the jurisdiction of its organization or (y) with respect to any Loan Party other than the Lead Borrower, Co-Borrower or Carnival plc, certifying there have been no changes to the Administrative Agentcertificate or articles of incorporation, certificate of limited partnership, certificate of formation or other equivalent constituent and governing documents of such Loan Party since the 2024 Repricing Effective Date, (ii) either (x) attaching a certificate as to the good standing (to the extent such concept or a similar concept exists under the laws of such jurisdiction) of such Loan Party as of a recent date from such Secretary of State (or other similar official) or (y) with respect to any Loan Party other than the Lead Borrower or Co-Borrower, attaching a “bring-down” certificate as to the good standing (to the extent such concept or a similar concept exists under the laws of such jurisdiction) (or in the case of the board Italian Guarantor, a “certificato di vigenza”) of directors, other managers or general partner such Loan Party as of each Credit Party a recent date, (iii) either (x) certifying that attached thereto is a true and complete copy of the by-laws (or partnership agreement, limited liability company agreement or other equivalent constituent and governing documents) of such Loan Party as in effect at the 2025 Repricing Effective Date and at all times since a date prior to the date of the resolutions described in clause (iv) below or (y) with respect to any Loan Party other than the Lead Borrower or Co-Borrower, certifying that there have been no changes to the by-laws (or partnership agreement, limited liability company agreement or other equivalent constituent and governing documents) of such Loan Party since the 2024 Repricing Effective Date, (iv) certifying that attached thereto is a true and complete copy of resolutions duly authorized committee thereofadopted by the Board of Directors (or its managing general partner, managing member, sole member or other equivalent governing body) of such Loan Party authorizing the execution, delivery and performance of this Agreement and the December 2012 Extension Amendment and any other Loan Documents executed or to be executed in connection with the performance of transactions contemplated hereby, and granting the Credit Agreement necessary powers to individuals to attend to any necessary filings or formal amendments required in connection with the “Collateral” to which such Loan Party is a party and the other Credit Documentsthat such resolutions have not been modified, in each case as modified by this Agreement rescinded or amended and the December 2012 Extension Amendment, (y) true and complete copies of the Organizational Documents of the Credit Parties (which may be incorporated by reference into such certificate to the extent the same are publicly available on the SEC’s website at ▇▇▇.▇▇▇.▇▇▇ in filings identified in such certificate), in each case certified as of the Incremental 2012 Term Effective Date by such Authorized Officer as being in full force and effect without modification or amendment, at the 2025 Repricing Effective Date, (Bv) either (x) certifying as to the incumbency and specimen signature and incumbency certificates of each officer executing this Agreement and the December 2012 Extension Amendment or any other document delivered Loan Document executed in connection herewith or therewith with this Amendment on behalf of such Loan Party or (y) with respect to any Loan Party other than the Lead Borrower or Co-Borrower, certifying there have been no changes to the incumbency and specimen signature of each Credit officer executing any Loan Document executed in connection with this Amendment on behalf of such Loan Party and (C) good standing certificates for each Credit Party for each jurisdiction in which such Credit Party is organized; since the 2024 Repricing Effective Date, and (dvi) certifying as to the absence of any pending proceeding for the dissolution or liquidation of such Loan Party or, to the knowledge of such Person, threatening the existence of such Loan Party. (c) The Administrative Agent shall have received from ▇▇received, on behalf of itself and the 2025 Repricing Lenders, a written opinion of (i) ▇▇▇▇, ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP and ▇▇▇▇▇▇▇ , Rifkind, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLPLLP and (ii) General Counsel of the Company, counsel in each case, (A) dated the date of the 2025 Repricing Effective Date, (B) addressed to the Borrower, executed legal opinions covering such matters as the Administrative Agent may reasonably request and otherwise the Lenders at the 2025 Repricing Effective Date and (C) in form and substance reasonably satisfactory to the Administrative AgentAgent covering such matters relating to this Amendment as the Administrative Agent shall reasonably request. (d) The Administrative Agent and each other Person shall have received all fees which the Borrowers shall have agreed in writing to pay to such Persons in connection with the transactions contemplated by this Amendment at or prior to the 2025 Repricing Effective Date and, to the extent invoiced at least three Business Days prior to the 2025 Repricing Effective Date, reimbursement or payment of all reasonable and documented out-of-pocket expenses (including reasonable fees, charges and disbursements of counsel to the Administrative Agent required to be reimbursed or paid by the Borrowers hereunder or under any Loan Document at or prior to the 2025 Repricing Effective Date). (e) The Lead Borrower shall have delivered to the Administrative Agent a certificate from an Officer of the Lead Borrower dated as of the date of the 2025 Repricing Effective Date, to the effect set forth in Sections 3(c) and 3(d) hereof. (f) The Administrative Agent shall have received a solvency certificate in a form reasonably satisfactory to the Administrative Agent signed by a senior financial officer of the Lead Borrower confirming the solvency of the Company and its Subsidiaries on a consolidated basis as of the 2025 Repricing Effective Date (both immediately prior to and immediately after giving effect to this Amendment). (g) The Administrative Agent shall have received on or prior to three Business Days prior to the 2025 Repricing Effective Date all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act, to the extent such information has been requested by the Administrative Agent not less than five Business Days prior to the 2025 Repricing Effective Date. (h) The Administrative Agent shall have received a Notice of Borrowing.

Conditions to Effectiveness. This Agreement shall become effective on The effectiveness of this Amendment, and the date obligation of each Lender to make the extension of credit provided for in this Amendment, is subject to the fulfillment, to the reasonable satisfaction of each Lender (the making of such extension of credit in connection with this Amendment by any Lender being conclusively deemed to be its reasonable satisfaction or waiver of the following), of each of the following conditions precedent (the first date upon which all such conditions shall have been satisfied being hereinafter referred to as the “Incremental 2012 Term Amendment No. 2 Effective Date”) that is the first Business Day on which the following conditions are satisfied or waived (provided that Section 2 hereof may be modified to make ministerial changes to reflect the completion of the Incremental 2012 Term Effective Date in a manner as reasonably agreed between the Borrower and the Administrative Agent): (a) the Administrative Agent shall have received executed signature pages counterparts to this Amendment from US HoldingsAmendment, duly executed and delivered, by the Borrower, each other Credit Party that is party to a Credit Document and Citibank, N.A., in its capacity as Administrative Agent and Collateral Agent;parties hereto: (b) each The Agent and the Amendment No. 2 Priority Term Loan Lenders shall have received a copy of the conditions to effectiveness of the December 2012 Extension duly executed Amendment shall have been satisfied except with respect No. 3 to the payment of the Extension Fee set forth therein;Senior Credit Agreement. (c) the Administrative Agent shall have received (A) a certificate of an Authorized Officer of each Credit Party attaching (x) a copy of the resolutions, in form and substance reasonably satisfactory to the Administrative Agent, of the board of directors, other managers or general partner of each Credit Party (or a duly authorized committee thereof) authorizing the execution, delivery and performance of this Agreement and the December 2012 Extension Amendment and the performance of the Credit Agreement and the other Credit Documents, in each case as modified by this Agreement and the December 2012 Extension Amendment, (y) true and complete copies of the Organizational Documents of the Credit Parties (which may be incorporated by reference into such certificate to the extent the same are publicly available on the SEC’s website at ▇▇▇.▇▇▇.▇▇▇ in filings identified in such certificate), in each case certified as of the Incremental 2012 Term Effective Date by such Authorized Officer as being in full force and effect without modification or amendment, (B) signature and incumbency certificates of each officer executing this Agreement and the December 2012 Extension Amendment or any other document delivered in connection herewith or therewith on behalf of each Credit Party and (C) good standing certificates for each Credit Party for each jurisdiction in which such Credit Party is organized; and (d) the Administrative Agent shall have received from ▇▇▇▇▇▇, ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLPshall have received a certificate from the Secretary (or such other officer) of each Loan Party (other than CGC Technology Limited, counsel a United Kingdom limited corporation, and Comtech UK Holdings Limited, a United Kingdom limited corporation) certifying to (i) the resolutions of such Loan Party's board of directors (or comparable governing body) authorizing its execution, delivery, and performance of the Loan Documents to which it is a party, and authorizing specific officers of such Loan Party to execute the same, (ii) the incumbency and signatures of each specific officers of such Loan Party, (iii) that the Governing Documents of such Loan Party have not been amended, restated, supplemented, altered or otherwise modified since the Amendment No. 1 Effective Date and (iv) a certificate of good standing or status, as applicable, with respect to such Loan Party, such certificate to be issued by the appropriate officer of the jurisdiction of organization of such Loan Party, which certificate shall indicate that such Loan Party is in good standing and/or is validly existing, as applicable, in such jurisdiction; (d) Each of the Lenders and the Agent shall have received all fees and other amounts due and payable by the Loan Parties on or prior to the BorrowerAmendment No. 2 Effective Date, to the extent invoiced, reimbursement or payment of all reasonable documented out-of-pocket expenses (including fees, charges and disbursements of counsel) required to be reimbursed or paid by the Borrower under any Loan Document; (e) Agent shall have received all other documents and legal matters in connection with the transactions contemplated by this Amendment and such documents shall have been delivered or executed legal opinions covering such matters as the Administrative Agent may reasonably request or recorded and otherwise reasonably shall be in form and substance satisfactory to the Administrative AgentLenders; (f) the representations and warranties of the Loan Parties set forth in Section 6 below shall be true and correct as of the date hereof; and (g) no Default or Event of Default shall have occurred and be continuing on the date hereof or as of the effectiveness of, and after giving effect to, this Amendment.

Conditions to Effectiveness. This Agreement Amendment shall become effective upon the execution and delivery by the parties hereto; provided that Section 1, Section 2, Section 3 and Section 9(a) shall become effective on the earliest date (the “Incremental 2012 Term Effective Date”) that is the first Business Day on which the following conditions are have been satisfied or waived (provided that Section 2 hereof may be modified to make ministerial changes to reflect such date, the completion of the Incremental 2012 Term Effective Date in a manner as reasonably agreed between the Borrower and the Administrative Agent“Closing Date”): (a) The Administrative Agent’s receipt of the Administrative Agent shall have received executed signature pages to this Amendment from US Holdings, the Borrowerfollowing, each other Credit Party that is party of which shall be originals or facsimiles or electronic copies unless otherwise specified: (1) a Note executed by the Borrowers in favor of each Lender requesting a Note at least two (2) Business Day prior to a Credit Document and Citibank, N.A., in its capacity as Administrative Agent and Collateral Agentthe date hereof; (b2) each an opinion of the conditions to effectiveness of the December 2012 Extension Amendment shall have been satisfied except with respect to the payment of the Extension Fee set forth therein; (c) the Administrative Agent shall have received (A) a certificate of an Authorized Officer of each Credit Party attaching (x) a copy of the resolutions, in form and substance reasonably satisfactory to the Administrative Agent, of the board of directors, other managers or general partner of each Credit Party (or a duly authorized committee thereof) authorizing the execution, delivery and performance of this Agreement and the December 2012 Extension Amendment and the performance of the Credit Agreement and the other Credit Documents, in each case as modified by this Agreement and the December 2012 Extension Amendment, (y) true and complete copies of the Organizational Documents of the Credit Parties (which may be incorporated by reference into such certificate to the extent the same are publicly available on the SEC’s website at ▇▇▇.▇▇▇.▇▇▇ in filings identified in such certificate), in each case certified as of the Incremental 2012 Term Effective Date by such Authorized Officer as being in full force and effect without modification or amendment, (B) signature and incumbency certificates of each officer executing this Agreement and the December 2012 Extension Amendment or any other document delivered in connection herewith or therewith on behalf of each Credit Party and (C) good standing certificates for each Credit Party for each jurisdiction in which such Credit Party is organized; and (d) the Administrative Agent shall have received from ▇▇▇▇▇▇, ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, New York counsel for the Loan Parties (addressed to the Borrower, executed legal opinions covering such matters as the Administrative Agent may reasonably request and the Lenders party hereto) in respect of this Amendment; (i) a copy of each Organizational Document of the Borrowers and the Guarantors certified as of a recent date by an appropriate governmental official or a Responsible Officer of the applicable Loan Party; (ii) signature and incumbency certificates of the Responsible Officers of each Person that is a Loan Party on the date hereof executing a Loan Document on the date hereof; (iii) resolutions of the board of directors or similar governing body of each Person that is a Loan Party on the date hereof and approving and authorizing the execution, delivery and performance of this Amendment and the other Loan Documents by such Loan Party, certified as of the date of the delivery thereof by a Responsible Officer of such Loan Party as being in full force and effect without modification or amendment; and (iv) a good standing certificate (to the extent such concept is known in the relevant jurisdiction) for each Person that is a Loan Party on the Closing Date from the applicable Governmental Authority in such Person’s jurisdiction of incorporation, organization or formation dated a recent date prior to the date of the delivery thereof; (4) a certificate signed by the Borrowers certifying as to the satisfaction of the conditions set forth in paragraphs (b), (c) and (d) of this Section 4; and (5) A certificate signed by the Borrowers certifying that, after giving effect to this Amendment, the Borrowers and their respective Subsidiaries, when taken as a whole, are Solvent, and otherwise reasonably satisfactory substantially in the form of Exhibit C to the Credit Agreement; (b) As of the Closing Date, the representations and warranties contained in Section 3 shall be true and correct in all material respects (or true and correct in all respects where already qualified by materiality). (c) No Specified Event of Default shall exist, or would result from this Amendment. (d) An IPO shall have occurred. (e) All Revolving Commitments (as defined in the Credit Agreement immediately prior to giving effect to this Amendment) shall have been terminated in full. (f) All fees separately agreed with the Lenders party hereto and all reasonable and documented out-of-pocket expenses due to the Administrative AgentAgent and the Lenders, in each case, required to be paid on the Closing Date (including pursuant to Section 5 below), to the extent invoiced at least three Business Days prior to the Closing Date, shall be paid. (g) The Administrative Agent shall have received at least three (3) Business Days prior to the Closing Date such “know your customer” anti-money laundering rules and Patriot Act information about the Borrower and the Guarantors as it shall have reasonably requested in writing at least ten (10) Business Days prior to the Closing Date. The Administrative Agent shall notify the Borrowers and the Lenders of the Closing Date and such notice shall be conclusive and binding.

Conditions to Effectiveness. This Agreement Amendment and the obligation of each New Revolving Credit Lender shall become effective on the date (the “Incremental 2012 Term Amendment No. 1 Effective Date”) that is the first Business Day on which when each of the following conditions are satisfied or waived (provided that Section 2 hereof may be modified to make ministerial changes to reflect the completion of the Incremental 2012 Term Effective Date in a manner as reasonably agreed between the Borrower and the Administrative Agent):shall have been satisfied: (a) the The Administrative Agent shall have received executed signature pages to the following: (i) counterparts of this Amendment from US Holdings, the Borrower, each other Credit Party that is party to executed and delivered by a Credit Document and Citibank, N.A., in its capacity as Administrative Agent and Collateral Agent; (b) duly authorized officer of each of the conditions to effectiveness of Credit Parties, the December 2012 Extension Amendment shall have been satisfied except with respect to New Revolving Credit Lenders, the payment of L/C Issuer, the Extension Fee set forth therein; (c) the Administrative Agent shall have received (A) a certificate of an Authorized Officer of each Credit Party attaching (x) a copy of the resolutionsSwingline Lender, in form and substance reasonably satisfactory to the Administrative Agent, of the board of directors, other managers or general partner of each Credit Party (or a duly authorized committee thereof) authorizing Collateral Agent and Lenders constituting the execution, delivery and performance of this Agreement and the December 2012 Extension Amendment and the performance of the Credit Agreement and the other Credit Documents, in each case as modified by this Agreement and the December 2012 Extension Amendment, (y) true and complete copies of the Organizational Documents of the Credit Parties (which may be incorporated by reference into such certificate to the extent the same are publicly available on the SEC’s website at ▇▇▇.▇▇▇.▇▇▇ in filings identified in such certificate), in each case certified as of the Incremental 2012 Term Effective Date by such Authorized Officer as being in full force and effect without modification or amendment, (B) signature and incumbency certificates of each officer executing this Agreement and the December 2012 Extension Amendment or any other document delivered in connection herewith or therewith on behalf of each Credit Party and (C) good standing certificates for each Credit Party for each jurisdiction in which such Credit Party is organized; andRequired Lenders; (dii) the Administrative Agent shall have received a customary opinion of legal counsel from ▇▇▇▇▇▇, ▇▇▇▇ Ropes & ▇▇▇▇▇▇▇▇ LLP and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, counsel to the BorrowerCredit Parties; (iii) with respect to each Credit Party, executed legal opinions covering copies of the Organization Documents of such matters Credit Party certified to be true and complete as of a recent date by the appropriate Governmental Authority of the state or other jurisdiction of its incorporation or organization, where applicable, and certified by a Responsible Officer of such Credit Party to be true and correct as of the Amendment No. 1 Effective Date; (iv) with respect to each Credit Party, such certificates or resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of such Credit Party dated the Amendment No. 1 Effective Date evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Amendment and the other Credit Documents to which Credit Party is a party; and (v) good standing certificates for each Credit Party as of a recent date in its state or organization or formation. (b) The Administrative Agent shall have received a certificate of a Responsible Officer to the effect that the representations and warranties set forth in Section 3 hereof are true and correct. (c) The Administrative Agent shall have received the results of UCC, tax and judgment lien searches. (d) The Administrative Agent shall have received a notice of prepayment in full of all Term Loans outstanding under the Existing Credit Agreement and, prior to or substantially concurrently with the occurrence of the Amendment No. 1 Effective Date, the Administrative Agent may reasonably request shall have received a prepayment of all outstanding Term Loans equal to the outstanding principal amount of all outstanding Term Loans plus all accrued and otherwise reasonably satisfactory unpaid interest thereon. (e) Prior to or substantially concurrently with the Amendment No. 1 Effective Date, the Borrower shall have paid an upfront fee to the Administrative Agent, for the ratable account of the New Revolving Credit Lenders equal to the sum of (x) 0.05% multiplied by the principal amount of such Lender’s New Revolving Credit Commitment on the Amendment No. 1 Effective Date that is not in excess of such Lender’s “Revolving Credit Commitment” under the Existing Credit Agreement immediately prior to the Amendment No. 1 Effective Date and (y) 0.25% multiplied by the principal amount of such Lender’s New Revolving Credit Commitment that is in excess of the amount of such Lender’s New Revolving Credit Commitment that is subject to the foregoing subclause (x). (f) Prior to or substantially concurrently with the occurrence of the Amendment No. 1 Effective Date, the Borrower shall have paid all costs and expenses owing to the Amendment No. 1 Lead Arrangers that are due and payable on or prior to the Amendment No. 1 Effective Date and, to the extent invoiced at least two Business Days prior to the Amendment No. 1 Effective Date, all reasonable costs and expenses of the Administrative Agent and the Amendment No. 1 Lead Arrangers in connection with this Amendment.

Conditions to Effectiveness. This Agreement shall become effective on The effectiveness of this Amendment and the date (obligations of the “Incremental 2012 Term Effective Date”) that is the first Business Day on which Agent and Banks hereunder are subject to the following conditions are satisfied or waived (provided that Section 2 hereof may be modified to make ministerial changes to reflect the completion of the Incremental 2012 Term Effective Date in a manner as reasonably agreed between the Borrower and the Administrative Agent):conditions: (a) receipt by the Administrative Agent shall have received from each of the parties hereto of a duly executed signature pages to counterpart of this Amendment from US Holdings, the Borrower, each other Credit Party that is party to a Credit Document and Citibank, N.A., in its capacity as Administrative Agent and Collateral Agentsigned by such party; (b) each receipt by the Agent of the conditions to effectiveness of the December 2012 Extension Amendment shall have been satisfied except with respect following, all in form and substance satisfactory to the payment Agent: (i) a closing certificate, substantially in the form of Exhibit G to the Extension Fee set forth thereinCredit Agreement, appropriately modified to refer to this Amendment, signed by a principal officer of each Loan Party; (cii) an opinion, substantially in the Administrative Agent shall have received form of Exhibit C to the Credit Agreement, appropriately modified to refer to this Amendment, signed by the General Counsel of the Borrower; and (Aiii) a certificate of each Loan Party, signed by the secretary, an Authorized Officer of each Credit Party attaching (x) Assistant Secretary, a copy member, manager, partner, trustee or other authorized representative of the resolutionsrespective Loan Party, in form and substance reasonably satisfactory certifying as to the Administrative Agentnames, true signatures and incumbency of the officer or officers of the respective Loan Party authorized to execute and deliver the Loan Documents, and certified copies of the following items: (i) the Loan Party’s Organizational Documents; (ii) the Loan Party’s Operating Documents; (iii) if applicable, a certificate of the Secretary of State of such Loan Party’s State of organization as to the good standing or existence of such Loan Party, and (iv) the organizational action, if any, taken by the board of directorsdirectors of the Loan Party or the members, managers, trustees, partners or other managers or general partner of each Credit Party (or a duly authorized committee thereof) applicable Persons authorizing the Loan Party’s execution, delivery and performance of this Agreement Amendment, and any other documents which the Agent or any Bank may reasonably request relating to the existence of each Loan Party, the authority for and the December 2012 Extension validity of this Amendment. (c) receipt by the Agent of all other documents that the Agent may reasonably request, respecting this Amendment and the performance of the Credit Agreement and the other Credit Documents, in each case as modified by this Agreement and the December 2012 Extension Amendment, (y) true and complete copies of the Organizational Documents of the Credit Parties (which may be incorporated by reference into such certificate to the extent the same are publicly available on the SEC’s website at ▇▇▇.▇▇▇.▇▇▇ in filings identified in such certificate), in each case certified as of the Incremental 2012 Term Effective Date by such Authorized Officer as being in full force and effect without modification or amendment, (B) signature and incumbency certificates of each officer executing this Agreement and the December 2012 Extension Amendment or any other document delivered in connection herewith or therewith on behalf of each Credit Party and (C) good standing certificates for each Credit Party for each jurisdiction in which such Credit Party is organized; andtransactions contemplated hereunder; (d) the Administrative Agent fact that after giving effect to this Amendment, the representations and warranties of the Loan Parties contained in Section 5 of this Amendment shall be true on and as of the date hereof; and (e) the Borrower shall have received from ▇▇▇▇▇▇, ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, counsel paid to the BorrowerAgent all fees and expenses (including, executed legal opinions covering such matters as the Administrative Agent may reasonably request without limitation, reasonable attorney’s fees and otherwise reasonably satisfactory expenses to the Administrative Agentextent invoiced and presented to the Borrower as of the date hereof) payable to the Agent arising from or relating to the negotiation, preparation, execution, delivery performance or administration of this Amendment or which are otherwise required to be paid by the Borrower on or before the date hereof.

Conditions to Effectiveness. This Agreement Amendment shall become effective on the date (the “Incremental 2012 Term First Amendment Effective Date”) that is the first Business Day on which each of the following conditions are is satisfied or waived (provided that Section 2 hereof may be modified to make ministerial changes to reflect the completion of the Incremental 2012 Term Effective Date in a manner as reasonably agreed between the Borrower and the Administrative Agent):waived: (a) The Administrative Agent (or its counsel) shall have received: (1) from Lenders constituting the Majority Lenders and each of the other parties hereto either (i) a counterpart of this Amendment signed on behalf of such party or (ii) written evidence satisfactory to the Administrative Agent (which may include telecopy transmission or “.PDF” of a signed signature page of this Amendment) that such party has consented in writing to amend the Credit Agreement pursuant to this Amendment; (2) from Lenders constituting the Majority Lenders party to the EnergySolutions Credit Agreement and each of the other parties thereto either (i) a counterpart of EnergySolutions Amendment No. 1 signed on behalf of such party or (ii) written evidence satisfactory to the Administrative Agent (which may include telecopy transmission or “.PDF” of a signed signature page of EnergySolutions Amendment No. 1) that such party has consented in writing to amend the Credit Agreement pursuant to EnergySolutions Amendment No. 1; (b) All corporate and other proceedings, if any, taken or to be taken in connection with this Amendment and all documents incidental thereto, whether or not referred to herein, shall be satisfactory in form and substance to the Administrative Agent and its counsel; (c) The Administrative Agent shall have received executed signature pages to this Amendment from US Holdingsall reasonable costs, the Borrowerfees, each expenses and other Credit Party that is party to a Credit Document amounts due and Citibank, N.A., in its capacity as Administrative Agent and Collateral Agent; (b) each of the conditions to effectiveness of the December 2012 Extension Amendment shall have been satisfied except with respect payable on or prior to the First Amendment Effective Date, including reimbursement or payment of all reasonable out-of-pocket expenses (including the Extension Fee set forth therein; (c) the Administrative Agent shall have received (A) a certificate reasonable fees, disbursements and other charges of an Authorized Officer of each Credit Party attaching (x) a copy of the resolutions, in form and substance reasonably satisfactory to the Administrative Agent, of the board of directors, other managers or general partner of each Credit Party (or a duly authorized committee thereof) authorizing the execution, delivery and performance of this Agreement and the December 2012 Extension Amendment and the performance of the Credit Agreement and the other Credit Documents, in each case as modified by this Agreement and the December 2012 Extension Amendment, (y) true and complete copies of the Organizational Documents of the Credit Parties (which may be incorporated by reference into such certificate to the extent the same are publicly available on the SEC’s website at ▇▇▇.▇▇▇.▇▇▇ in filings identified in such certificate), in each case certified as of the Incremental 2012 Term Effective Date by such Authorized Officer as being in full force and effect without modification or amendment, (B) signature and incumbency certificates of each officer executing this Agreement and the December 2012 Extension Amendment or any other document delivered in connection herewith or therewith on behalf of each Credit Party and (C) good standing certificates for each Credit Party for each jurisdiction in which such Credit Party is organized; and (d) the Administrative Agent shall have received from ▇▇▇▇▇▇, ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, counsel for the Administrative Agent) required to be reimbursed or paid by EnergySolutions, and for which invoices have been presented to EnergySolutions on or prior to the Borrower, executed legal opinions covering business day prior to the First Amendment Effective Date; (d) All representations and warranties set forth in Section 2 hereof shall be true and correct as of such matters as date; (e) The Administrative Agent shall have received for the account of each Lender who executes and delivers to the Administrative Agent may reasonably request and otherwise reasonably satisfactory this Amendment prior to 12:00 noon Eastern Standard Time on January 13, 2010 an amendment fee equal to 0.25% of the Administrative Agentaggregate principal amount of Loans under the Credit Agreement held by such Lender.

Conditions to Effectiveness. This Agreement Upon the satisfaction (or waiver) of each of the following conditions, this Amendment shall become be deemed effective on as of the date hereof (the “Incremental 2012 Term Effective Date”) that is the first Business Day on which the following conditions are satisfied or waived (provided that Section 2 hereof may be modified to make ministerial changes to reflect the completion of the Incremental 2012 Term Effective Date in a manner as reasonably agreed between the Borrower and the Administrative Agent): (a) receipt by the Administrative Agent shall have received executed signature pages to of counterparts of this Amendment from US Holdingsexecuted and delivered by the Administrative Agent, the Borrower, each other Credit Party that is party to a Credit Document Borrowers and Citibank, N.A., in its capacity as Administrative Agent and Collateral Agentthe Lenders; (b) each of the conditions to effectiveness of the December 2012 Extension Amendment shall have been satisfied except with respect to the extent invoiced at least three (3) Business Days prior to the Effective Date, payment by the Borrowers of all expenses to be paid to the Extension Fee set forth thereinAdministrative Agent and Lenders in connection with the Credit Agreement, this Amendment and the other Loan Documents (including legal fees) and the deliverables described in this Section 5; (c) receipt by each Lender requesting the same at least three (3) Business Days prior to the Effective Date, of a Term Loan Note executed and delivered by the Borrowers, reflecting the increased Term Loan principal amount of such Lender resulting herefrom; (d) receipt by the Administrative Agent shall have received (A) a certificate of an Authorized Officer such written resolutions, minutes of meetings, certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Credit Loan Party attaching (x) a copy of the resolutions, in form and substance reasonably satisfactory to Target as the Administrative Agent, of Agent may require (i) approving the board of directors, other managers or general partner of each Credit Party (or a duly authorized committee thereof) authorizing the execution, delivery and performance of entry into this Agreement and the December 2012 Extension Amendment other Loan Documents to which such Loan Party or Target is a party or is to be a party and (ii) evidencing the performance identity, authority and capacity of the Credit each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Credit Documents, in Loan Documents to which such Loan Party or Target is a party or is to be a party; provided that the Administrative Agent and Lenders party hereto hereby agree to waive any such deliverables of each case as modified by this Agreement and the December 2012 Extension Amendment, Loan Party that is not a U.S. Loan Party; (ye) true and complete copies of the Organizational Documents of the Credit Parties (which may be incorporated by reference into such certificate to the extent applicable in the same are publicly available on the SEC’s website at ▇▇▇.▇▇▇.▇▇▇ in filings identified in such certificate)relevant jurisdiction, in each case certified as of the Incremental 2012 Term Effective Date receipt by such Authorized Officer as being in full force and effect without modification or amendment, (B) signature and incumbency certificates of each officer executing this Agreement and the December 2012 Extension Amendment or any other document delivered in connection herewith or therewith on behalf of each Credit Party and (C) good standing certificates for each Credit Party for each jurisdiction in which such Credit Party is organized; and (d) the Administrative Agent shall have received from of such documents and certifications as the Administrative Agent may reasonably require to evidence that each Loan Party and Target is duly incorporated, organized or formed, is validly existing, in good standing and qualified to engage in business in each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification; provided that the Administrative Agent and Lenders party hereto hereby agree to waive any such deliverables of each Loan Party that is not a U.S. Loan Party; (f) receipt by the Administrative Agent of a favorable opinion of (i) ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ LLP, counsel to the Loan Parties, (ii) ▇▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇, P.A., special Minnesota counsel to Talon and (iii) ▇▇▇▇▇ LLP & Lardner LLP, special Florida counsel to Talon (FL), in each case, addressed to the Administrative Agent and each Lender, as to such matters concerning the Loan Parties and the Loan Documents as the Required Lenders may reasonably request; (g) receipt by the Administrative Agent of a duly executed and delivered certificate of a Responsible Officer of the Borrowers, certifying that, before and after giving effect to borrowing of the Incremental Term Loans pursuant to Section 3 hereof and the use of proceeds thereof, each of the following are satisfied (for purposes of the following subclauses of this clause (g), terms used but not otherwise defined herein or in the Credit Agreement shall have such meanings assigned to them in that certain Commitment Letter (the “Commitment Letter”) dated November 3, 2017, among Holdings, ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated, SunTrust ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, counsel Inc., SG Americas Securities, LLC, Bank of America, N.A., SunTrust Bank and Societe Generale): (i) the conditions set forth in Section 7.03(g) of the Credit Agreement have been satisfied with respect to the BorrowerAcquisition such that the Acquisition is a Permitted Acquisition; provided, executed legal opinions covering such matters as that the Administrative Agent and the Lenders hereby agree that certifications to be delivered pursuant to Section 7.03(g)(v) may be delivered substantially simultaneously with the consummation of the Permitted Acquisition; (ii) the Specified Acquisition Agreement Representations are true and correct to the extent required by the Certain Funds Provision and the Specified Representations are true and correct in all material respects (except in the case of any Specified Acquisition Agreement Representation or Specified Representation which expressly relates to a given date or period, such representation and warranty is true and correct to the extent required as of the respective date or for the respective period, as the case may be); provided that to the extent that any of the Specified Representations are qualified by or subject to a “material adverse effect”, “material adverse change” or similar term or qualification, the definition thereof shall be a Material Adverse Effect (as defined in the Acquisition Agreement) for purposes of any such representations and warranties made or deemed made on, or as of, the Third Amendment Effective Date (or any date prior thereto); (iii) substantially concurrently with the Third Amendment Effective Date, the Acquisition will be consummated, in all material respects, in accordance with the terms of the Acquisition Agreement, as amended or otherwise modified, but without giving effect to any amendments, waivers, consents or other modifications thereto by the Borrowers that are materially adverse to the interests of the Commitment Parties (in their capacities as such) without the consent of the Commitment Parties, such consent not to be unreasonably withheld, delayed or conditioned (it being understood that (a) any modification, amendment, consent or waiver to or under the definition of Material Adverse Effect in the Acquisition Agreement shall be deemed to be material and adverse to the interests of the Commitment Parties, (b) any decrease in the purchase price shall not be materially adverse to the interests of the Commitment Parties so long as the amount of such reduction is applied to reduce the principal amount of the Incremental Loans, (c) any increase in the purchase price shall not be materially adverse to the Commitment Parties if funded with equity and (d) other than as set forth in clause (a) above, the granting of any consent under the Acquisition Agreement that is not materially adverse to the interests of the Commitment Parties shall not otherwise constitute an amendment or waiver); (iv) since November 3, 2017, there has not occurred a Material Adverse Effect (as defined in the Acquisition Agreement); and (v) no Event of Default under Section 8.01(a), Section 8.01(f) or Section 8.01(g) of the Existing Credit Agreement exists or is continuing. (h) receipt by the Administrative Agent of a Request for Credit Extension in accordance with the requirements of the Credit Agreement; (i) on the Third Amendment Effective Date, after giving effect thereto, including the borrowing of the Third Amendment Incremental Term Loans, all Indebtedness of the Targets outstanding as of immediately prior to such date and set forth on Schedule 3.1(j) of the Acquisition Agreement (as defined in the Commitment Letter) shall be repaid or terminated; (j) the Administrative Agent shall have received a joinder agreement duly executed and delivered by the Targets substantially in the form attached hereto as Exhibit B; provided, however, that this condition shall be subject in all respects to the Certain Funds Provision (as defined in the Commitment Letter); (k) the Administrative Agent and the Lenders shall have received fees in such amounts in accordance with the terms of that certain Third Amendment Fee Letter dated as of November 3, 2017 among the Borrowers, the Administrative Agent and the Lenders; (l) receipt by the Administrative Agent of a certificate of the chief financial officer (or other officer with reasonably request equivalent responsibilities) of Ichor Systems, Inc. in the form delivered on July 27, 2017 in connection with the Second Amendment, certifying that the Loan Parties and otherwise reasonably satisfactory their Subsidiaries, taken as a whole, after giving effect to the Transactions (as defined in the Commitment Letter), are Solvent; (m) receipt by the Administrative Agent of unaudited consolidated balance sheets and related statements of income and cash flows of the Targets for each fiscal month ended after August 31, 2017 and at least thirty (30) days prior to the Third Amendment Effective Date; and (n) receipt by the Administrative Agent, no later than three (3) Business Days in advance of the Third Amendment Effective Date, all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including, without limitation, the PATRIOT Act, that has been reasonably requested by the Commitment Parties at least ten (10) days in advance of the Third Amendment Effective Date; provided, that the Administrative Agent shall have received a signed flow of funds with respect to the payment of the proceeds of the Third Amendment Incremental Term Loans no later than one (1) Business Day in advance of the Third Amendment Effective Date.

Conditions to Effectiveness. This Agreement Amendment shall become effective on the date (the “Incremental 2012 Term Effective Date”) that is the first Business Day on which each of the following conditions are satisfied or waived (provided that Section 2 hereof may be modified to make ministerial changes to reflect the completion of the Incremental 2012 Term Effective Date in a manner as reasonably agreed between the Borrower and the Administrative Agent):is satisfied: (a) The Administrative Agent’s receipt of the following, each of which shall be originals or facsimiles or electronic copies (followed promptly by originals) unless otherwise specified: (1) counterparts of this Amendment executed by (A) each Loan Party and (B) the Administrative Agent shall have received executed signature pages to this Amendment from US Holdings, the Borrower, each other Credit Party that is party to a Credit Document and Citibank, N.A., in its capacity as Administrative Agent and Collateral Agent; (2) a Note executed by the Borrower in favor of each Lender requesting a Note at least two (2) Business Days prior to the Amendment No. 2 Effective Date, if any. (b) The Administrative Agent’s receipt of the following, each of the conditions to effectiveness of the December 2012 Extension Amendment which shall have been satisfied except with respect to the payment of the Extension Fee set forth thereinbe originals or facsimiles or electronic copies (followed promptly by originals) unless otherwise specified; (c1) an opinion of (i) Ropes & ▇▇▇▇ LLP, New York counsel to the Loan Parties and (ii) ▇▇▇▇▇ ▇▇▇▇ LLP, Georgia counsel to the Loan Parties, each dated the Amendment No. 2 Effective Date and addressed to the Administrative Agent shall have received (A) a certificate of an Authorized Officer of each Credit Party attaching (x) a copy of and the resolutionsLenders, in a form and substance reasonably satisfactory to the Administrative Agent; (2) (A) certificates of good standing (to the extent such concept exists in such Loan Party’s state of organization) from the applicable secretary of state of the state of organization of each Loan Party, and (B) a certificate of a Responsible Officer of each Loan Party dated the Amendment No. 2 Effective Date and certifying (I) to the effect that (w) attached thereto is a true and complete copy of the certificate or articles of incorporation or organization such Loan Party certified as of a recent date by the secretary of state of the state of its organization, or in the alternative, certifying that such certificate or articles of incorporation or organization have not been amended since the Closing Date, and that such certificate or articles are in full force and effect, (x) attached thereto is a true and complete copy of the by-laws or operating agreements of each Loan Party as in effect on the Amendment No. 2 Effective Date, or in the alternative, certifying that such by-laws or operating agreements have not been amended since the Closing Date and (y) attached thereto is a true and complete copy of resolutions duly adopted by the board of directors, other managers or general partner directors of each Credit Loan Party (or a duly authorized committee thereof) authorizing the execution, delivery and performance of the Loan Documents 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 (II) as to the incumbency and specimen signature of each officer executing any Loan Document on behalf of any Loan Party and signed by another officer as to the incumbency and specimen signature of the Responsible Officer executing the certificate pursuant to this Agreement clause (B); and (3) a certificate signed by a Responsible Officer of the Borrower certifying that (x) before and the December 2012 Extension after giving effect to this Amendment and related Credit Extension, the performance representations and warranties of the Borrower and each other Loan Party contained in Article V of the Credit Agreement or any other Loan Document shall be true and correct in all material respects on and as of the other Credit DocumentsAmendment No. 2 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 each case all material respects as modified by this Agreement of such earlier date; provided, further, that, any representation and the December 2012 Extension Amendment, warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language shall be true and correct (after giving effect to any qualification therein) in all respects on such respective date and (y) true at the time of and complete copies after giving effect to this Amendment, no Default shall exist, or would result from the Amendment and related Credit Extension or from the application of the Organizational Documents proceeds therefrom. (c) Receipt of an Incremental Joinder Agreement executed by one or more Incremental Term B-1 Lenders such that the Credit Parties (which may be incorporated by reference into such certificate to the extent the same are publicly available on the SEC’s website at ▇▇▇.▇▇▇.▇▇▇ in filings identified in such certificate), in each case certified as aggregate principal amount of the Incremental 2012 Term Effective Date B-1 Loan shall be $50,000,000, it being agreed that the Incremental Term B-1 Loans will be funded with a premium of $250,000 premium payable by such Authorized Officer as being in full force and effect without modification or amendment, (B) signature and incumbency certificates the Incremental Term B-1 Lenders for the benefit of each officer executing this Agreement and the December 2012 Extension Amendment or any other document delivered in connection herewith or therewith on behalf of each Credit Party and (C) good standing certificates for each Credit Party for each jurisdiction in which such Credit Party is organized; andBorrower. (d) The consummation of the Acquisition pursuant to the terms of the Stock Purchase Agreement, dated as of January 3, 2012, among the Borrower and Gen-Probe Incorporated and related schedules and other appendices (the “Acquisition Agreement”), without waiver or amendment of the terms thereof in a manner materially adverse to the interest of the Incremental Term B-1 Lenders, without the consent of the Lead Arrangers (such consent not to be unreasonably withheld or delayed), taking into consideration the terms of the Acquisition Agreement. (e) All fees and expenses due to the Administrative Agent, the Lead Arrangers and the Lenders (including, without limitation, pursuant to Section 5 hereof) required to be paid on the Amendment No. 2 Effective Date and invoiced at least two (2) Business Days prior to the Amendment No. 2 Effective Date shall have been paid. (f) To the extent reasonably requested by an Incremental Term B-1 Lender in writing not less than five (5) Business Days prior to the Amendment No. 2 Effective Date, the Administrative Agent shall have received from ▇▇▇▇▇▇received, ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, counsel prior to the Borrowereffectiveness of this Amendment, executed legal opinions covering such matters as all documentation and other information with respect to the Borrower required by regulatory authorities under applicable “know-your-customer” and anti-money laundering rules and regulations, including the PATRIOT Act. (g) The Administrative Agent may reasonably request shall have received a Request for Credit Extension for the proposed Credit Extension in accordance with the provisions of the Credit Agreement (immediately after giving effect to this Amendment). The Administrative Agent shall notify the Borrower and otherwise reasonably satisfactory to the Administrative AgentLenders of the Amendment No. 2 Effective Date and such notice shall be conclusive and binding.

Conditions to Effectiveness. This Agreement The effectiveness of this Amendment and the obligations of the Term B-2 Lenders to make the Term B-2 Loans shall become effective on the date (the “Incremental 2012 Term Amendment No. 3 Effective Date”) that is , which shall be the first Business Day on which the following conditions are satisfied or waived waived: (provided that Section 2 hereof may be modified to make ministerial changes to reflect i) the completion Administrative Agent (or its counsel) shall have received counterparts of this Amendment or Amendment No. 3 Consent that, when taken together, bear the Incremental 2012 signatures of (A) each Amendment No. 3 Cashless Option Lender and each Amendment No. 3 Post-Closing Option Lender, (B) the Administrative Agent, (C) the Additional Term Effective Date in a manner as reasonably agreed between B-2 Lender, (D) the Borrower and the Administrative Agent):(E) each Guarantor; (aii) the Administrative Agent shall have received executed signature pages to this Amendment from US Holdings, a notice of Borrowing for the Borrower, each other Additional Term B-2 Loans (whether in writing or by telephone) in accordance with the Credit Party that is party to a Credit Document and Citibank, N.A., in its capacity as Administrative Agent and Collateral AgentAgreement; (b) each of the conditions to effectiveness of the December 2012 Extension Amendment shall have been satisfied except with respect to the payment of the Extension Fee set forth therein; (ciii) the Administrative Agent Agent’s receipt of the following, each of which shall have received be originals or facsimiles or electronic copies (followed promptly by originals) unless otherwise specified: (A) a certificate favorable opinion of an Authorized Officer of each Credit Party attaching (x) a copy of ▇▇▇▇▇ Day, counsel for the resolutionsLoan Parties, in a form and substance reasonably satisfactory to the Administrative Agent, ; (B) a certificate from a Responsible Officer of each Loan Party dated as of the board Amendment No. 3 Effective Date, and attaching the documents referred to in clause (C) below; (C) the Administrative Agent shall have received (i) resolutions of directors, other managers or general partner the Board of Directors and/or similar governing bodies of each Credit Loan Party approving and authorizing (or a duly authorized committee thereofa) authorizing the execution, delivery and performance of this Agreement the Amendment (and any agreements relating thereto) to which it is a party and (b) in the December 2012 Extension Amendment and the performance case of the Credit Agreement and Borrower, the other Credit Documentsextensions of credit contemplated hereunder, in each case as modified by this Agreement and the December 2012 Extension Amendment, (y) true and complete copies of the Organizational Documents of the Credit Parties (which may be incorporated by reference into such certificate to the extent the same are publicly available on the SEC’s website at ▇▇▇.▇▇▇.▇▇▇ in filings identified in such certificate), in each case certified as of the Incremental 2012 Term Amendment No. 3 Effective Date by such Authorized its secretary, an assistant secretary or a Responsible Officer as being in full force and effect without modification or amendment, amendment and (Bii) signature and incumbency certificates a good standing certificate as of a recent date from the applicable Governmental Authority of each officer executing Loan Party’s jurisdiction of incorporation, organization or formation; (D) before and after giving effect to this Amendment and the borrowing of or exchange into the Term B-2 Loans and to the application of any proceeds therefrom (i) no Default or Event of Default shall exist and (ii) all of the representations and warranties contained in the Credit Agreement and in the December 2012 Extension Amendment or any other document delivered Loan Documents shall be true and correct in connection herewith or therewith on behalf of each Credit Party and all material respects at such time (C) good standing certificates for each Credit Party for each jurisdiction unless stated to relate to a specific earlier date, in which case such Credit Party is organized; andrepresentations and warranties shall be true and correct in all material respects as of such earlier date); (dE) the Administrative Agent shall have received from ▇▇▇▇▇▇the Borrower an Officer’s Certificate certifying as to compliance with the preceding clause (D); and (F) the representations and warranties of each Loan Party set forth in Section 5 below shall be true and correct in all material respects; (iv) the fees in the amounts previously agreed in writing by Citigroup Global Markets Inc. (the “Amendment No. 3 Arranger”) to be received on the Amendment No. 3 Effective Date and all reasonable and documented or invoiced out-of-pocket costs and expenses (including the reasonable fees, ▇▇▇▇ & ▇▇charges and disbursements of ▇▇▇▇▇▇ LLP and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, as counsel to the BorrowerAmendment No. 3 Arranger) incurred in connection with the transactions contemplated hereby for which invoices have been presented at least one (1) Business Day prior to the Amendment No. 3 Effective Date shall, executed legal opinions covering such matters as upon the Borrowing of the Term B-2 Loans, have been, or will be substantially simultaneously, paid in full; and (v) the Administrative Agent may reasonably request shall have received a “Life-of-Loan” flood determination notice for each real property encumbered by a Mortgage and otherwise reasonably if such real property is located in a special flood hazard area, (x) a notice about special flood hazard area status and flood disaster assistance duly executed by the Borrower and (y) evidence of insurance as required by the Credit Agreement in form and substance satisfactory to the Administrative Agent.

Conditions to Effectiveness. This Agreement Amendment shall become effective on the date (the “Incremental 2012 Term Effective Date”) that is the first Business Day on which each of the following conditions are satisfied or waived (provided that Section 2 hereof may be modified to make ministerial changes to reflect the completion of the Incremental 2012 Term Effective Date in a manner as reasonably agreed between the Borrower and the Administrative Agent):is satisfied: (a) The Administrative Agent’s receipt of the following, each of which shall be originals or facsimiles or electronic copies (followed promptly by originals) unless otherwise specified: (1) counterparts of this Amendment executed by (A) each Loan Party and (B) the Administrative Agent shall have received executed signature pages to this Amendment from US Holdings, the Borrower, each other Credit Party that is party to a Credit Document and Citibank, N.A., in its capacity as Administrative Agent and Collateral Agent; (b2) each of Consents to this Amendment executed by the conditions to effectiveness of the December 2012 Extension Amendment shall have been satisfied except with respect to the payment of the Extension Fee set forth therein; (c) the Administrative Agent shall have received (A) a certificate of an Authorized Officer of each Credit Party attaching (x) a copy of the resolutions, in form and substance reasonably satisfactory to the Administrative Agent, of the board of directors, other managers or general partner of each Credit Party (or a duly authorized committee thereof) authorizing the execution, delivery and performance of this Agreement and the December 2012 Extension Amendment and the performance of the Credit Agreement and the other Credit Documents, in each case as modified by this Agreement and the December 2012 Extension Amendment, (y) true and complete copies of the Organizational Documents of the Credit Parties (which may be incorporated by reference into such certificate to the extent the same are publicly available on the SEC’s website at ▇▇▇.▇▇▇.▇▇▇ in filings identified in such certificate), in each case certified as of the Incremental 2012 Term Effective Date by such Authorized Officer as being in full force and effect without modification or amendment, (B) signature and incumbency certificates of each officer executing this Agreement and the December 2012 Extension Amendment or any other document delivered in connection herewith or therewith on behalf of each Credit Party and (C) good standing certificates for each Credit Party for each jurisdiction in which such Credit Party is organizedRequired Lenders; and (d3) a Note executed by the relevant Borrowers in favor of each Lender requesting a Note at least two (2) Business Days prior to the Amendment No. 1 Effective Date, if any. (b) The Administrative Agent Agent’s receipt of the following, each of which shall have received from be originals or facsimiles or electronic copies (followed promptly by originals) unless otherwise specified; (1) an opinion of (i) Ropes & ▇▇▇▇ LLP, New York counsel to the Loan Parties and (ii) ▇▇▇▇▇▇, ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, P.C., New Jersey counsel to the BorrowerLoan Parties, executed legal opinions covering such matters as each dated the Amendment No. 1 Effective Date and addressed to the Administrative Agent may reasonably request and otherwise the Lenders, in a form reasonably satisfactory to the Administrative Agent; (2) (A) certificates of good standing (to the extent such concept exists in such Loan Party’s state of organization) from the applicable secretary of state of the state of organization of each Loan Party, and (B) a certificate of a Responsible Officer of each Loan Party dated the Amendment No. 1 Effective Date and certifying (I) to the effect that (w) attached thereto is a true and complete copy of the certificate or articles of incorporation or organization such Loan Party certified as of a recent date by the secretary of state of the state of its organization, or in the alternative, certifying that such certificate or articles of incorporation or organization have not been amended since the Closing Date, and that such certificate or articles are in full force and effect, (x) attached thereto is a true and complete copy of the by-laws or operating agreements of each Loan Party as in effect on the Amendment No. 1 Effective Date, or in the alternative, certifying that such bylaws or operating agreements have not been amended since the Closing Date and (y) attached thereto is a true and complete copy of resolutions duly adopted by the board of directors of each Loan Party authorizing the execution, delivery and performance of the Loan Documents 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 (II) as to the incumbency and specimen signature of each officer executing any Loan Document on behalf of any Loan Party and signed by another officer as to the incumbency and specimen signature of the Responsible Officer executing the certificate pursuant to this clause (B); and (3) a certificate signed by a Responsible Officer of the Parent Borrower certifying that (x) before and after giving effect to this Amendment, the representations and warranties of the Parent Borrower and each other Loan Party contained in Article V of the Credit Agreement or any other Loan Document shall be true and correct in all material respects on and as of the Amendment No. 1 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 (after giving effect to any qualification therein) in all respects on such respective date and (y) at the time of and after giving effect to this Amendment, no Default shall exist, or would result from the Amendment and related Credit Extension or from the application of the proceeds therefrom. (c) The Administrative Agent shall have received a completed “Life-of-Loan” Federal Emergency Management Agency Standard Flood Hazard Determination with respect to the Mortgaged Property located in the United States as of the Amendment No. 1 Effective Date (together with a notice about special flood hazard area status and flood disaster assistance duly executed by the Parent Borrower and the applicable Loan Party relating thereto) and, if any such Mortgaged Property is located in a special flood hazard area, evidence of flood insurance to the extent required pursuant to the Credit Agreement. (d) Receipt of Consents from Term Lenders and receipt of a Joinder Agreement executed by one or more Additional Term B-1 Lenders such that the aggregate principal amount of the Exchanged Term B Loans plus the aggregate principal amount of the Additional Term B-1 Commitments shall equal the aggregate principal amount of the outstanding Term B Loans immediately prior to the effectiveness of this Amendment plus $13,637,500 in premium, accrued interest and related fees and expenses payable in connection with the replacement of the Term B Loans. (e) The Parent Borrower shall have paid to the Administrative Agent, for the ratable account of the Term Lenders immediately prior to the Amendment No. 1 Effective Date, (x) all accrued and unpaid interest on the Term B Loans to, but not including, the Amendment No. 1 Effective Date on the Amendment No. 1 Effective Date and (y) the prepayment premium payable pursuant to Section 2.05(a)(vi) of the Credit Agreement. (f) All fees and expenses due to the Administrative Agent and the Lead Arrangers (including, without limitation, pursuant to Section 6 hereof) required to be paid on the Amendment No. 1 Effective Date and invoiced at least two (2) Business Days prior to the Amendment No. 1 Effective Date shall have been paid. (g) To the extent reasonably requested by an Additional Term B-1 Lender in writing not less than five (5) Business Days prior to the Amendment No. 1 Effective Date, the Administrative Agent shall have received, prior to the effectiveness of this Amendment, all documentation and other information with respect to the Parent Borrower required by regulatory authorities under applicable “know-your-customer” and anti-money laundering rules and regulations, including the PATRIOT Act. (h) The Administrative Agent shall have received a Request for Credit Extension not later than 1:00 p.m. on the Business Day prior to the date of the proposed Credit Extension. The Administrative Agent shall notify the Parent Borrower and the Lenders of the Amendment No. 1 Effective Date and such notice shall be conclusive and binding.

Conditions to Effectiveness. This Agreement shall become effective upon the first date on which each of the date following conditions precedent shall have been satisfied (or waived) (such date, the “Incremental 2012 Term First Amendment Effective Date”): 2.1 The Administrative Agent (or its counsel) that is the first Business Day on which the following conditions are satisfied or waived shall have received from (provided that Section 2 hereof may be modified to make ministerial changes to reflect the completion of the Incremental 2012 Term Effective Date in a manner as reasonably agreed between i) the Borrower and (ii) the Revolving Credit Lenders that collectively constitute the Required Revolving Credit Lenders (x) a counterpart of this Agreement signed on behalf of such party or (y) written evidence satisfactory to the Administrative Agent):Agent (which may include electronic transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement. 2.2 The Borrower shall have paid to the Administrative Agent (ai) for the account of each Revolving Credit Lender that has executed and delivered to the Administrative Agent a signature page to this Agreement as a Revolving Credit Lender, prior to 5:00 p.m., New York City time on June 9, 2020 (each such Revolving Credit Lender, a “Consenting Lender”) a consent fee in an amount equal to 0.25% of the aggregate principal amount of the Revolving Credit Commitment of such Consenting Lender as of the First Amendment Effective Date and (ii) all other expenses due and payable on or prior to the First Amendment Effective Date (including in Section 4 hereof) to the extent invoiced at least three (3) Business Days prior to the First Amendment Effective Date (or such shorter period reasonably agreed by the Borrower). 2.3 The Administrative Agent shall have received executed signature pages to this Amendment a certificate from US Holdings, the Borrower, each other Credit Party that is party to a Credit Document and Citibank, N.A., in its capacity as Administrative Agent and Collateral Agent; (b) each Responsible Officer of the conditions to effectiveness of Borrower certifying that the December 2012 Extension Amendment shall have been satisfied except with respect to the payment of the Extension Fee representations and warranties set forth therein; (c) the Administrative Agent shall have received (A) a certificate of an Authorized Officer of each Credit Party attaching in (x) a copy of the resolutions, in form and substance reasonably satisfactory to the Administrative Agent, of the board of directors, other managers or general partner of each Credit Party (or a duly authorized committee thereof) authorizing the execution, delivery and performance Section 3 of this Agreement and the December 2012 Extension Amendment and the performance (y) Article V of the Credit Agreement and in the other Credit DocumentsLoan Documents are, in each case as modified by this Agreement and the December 2012 Extension Amendmentcase, (y) true and complete copies correct in all material respects (other than any such representation and warranty that is already qualified by materiality or “Material Adverse Effect” in the text thereof, in which case such representation and warranty shall be true in all respects) on and as of the Organizational Documents of the Credit Parties (which may be incorporated by reference into such certificate First Amendment Effective Date, except to the extent the same are publicly available on the SEC’s website at ▇▇▇.▇▇▇.▇▇▇ in filings identified in such certificate)representations and warranties specifically relate to an earlier date, in each which case certified such representations and warranties are true and correct in all material respects on and as of such earlier date. 2.4 At the Incremental 2012 Term Effective Date by such Authorized Officer as being in full force time of and immediately after giving effect without modification to this Agreement, no Default or amendment, (B) signature and incumbency certificates Event of each officer executing this Agreement and the December 2012 Extension Amendment Default shall exist or any other document delivered in connection herewith or therewith on behalf of each Credit Party and (C) good standing certificates for each Credit Party for each jurisdiction in which such Credit Party is organized; and (d) the Administrative Agent shall have received from ▇▇▇▇▇▇, ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, counsel to the Borrower, executed legal opinions covering such matters as the Administrative Agent may reasonably request and otherwise reasonably satisfactory to the Administrative Agentresult therefrom.

Conditions to Effectiveness. This Agreement Amendment shall become effective on the date (the “Incremental 2012 Term Third Amendment Effective Date”) that is the first Business Day on which each of the following conditions are satisfied is satisfied: A. The Administrative Agent (or waived its counsel) shall have received (provided that Section 2 hereof may be modified i) a counterpart of this Amendment or a completed Converting Lender Election substantially in the form of Exhibit A (a “Converting Lender Election”) hereto from each Replacement Term Lender, and (ii) a counterpart of this Amendment from each Loan Party signed on behalf of such party. B. The Administrative Agent (or its counsel) shall have received the executed legal opinion of ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇ LLP, counsel to make ministerial changes the Loan Parties, in form reasonably satisfactory to reflect the completion of the Incremental 2012 Term Effective Date in a manner as reasonably agreed between the Borrower and the Administrative Agent):. The Borrower hereby requests such counsel to deliver such legal opinion. C. The Administrative Agent (or its counsel) shall have received (i) a certificate of each Loan Party, dated as of the Third Amendment Effective Date, substantially in the form of such certificate delivered as of the Second Restatement Effective Date, with appropriate insertions and attachments including the certificate of incorporation of each Loan Party that is a corporation certified by the relevant authority of the jurisdiction of organization of such Loan Party, or certification that such attachments provided in such certificate on May 26, 2023, have not been modified, rescinded or amended and are in full force and effect, (ii) a long form good standing certificate and bringdown good standings for each Loan Party from its jurisdiction of organization and (iii) certified resolutions from the board of directors, members or other similar body of each Loan Party authorizing the execution, delivery and performance of this Amendment. (ai) the The Administrative Agent shall have received, at least five days prior to the Third Amendment Effective Date, all documentation and other information regarding the Borrower requested in connection with applicable “know your customer” and Anti-Money Laundering Laws, including the Act, to the extent reasonably requested in writing of the Borrower at least ten days prior to the Third Amendment Effective Date and (ii) to the extent the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, at least five days prior to the Third Amendment Effective Date, any Lender that has requested, in a written notice to the Borrower at least ten days prior to the Third Amendment Effective Date, a Beneficial Ownership Certification in relation to the Borrower shall have received executed such Beneficial Ownership Certification (provided that, upon the execution and delivery by such Lender of its signature pages page to this Amendment from US Holdingsor a completed Converting Lender Election as contemplated by clause (A) above, the Borrower, each condition set forth in this clause (D)(ii) shall be deemed to be satisfied). E. The Borrower shall have (i) paid all fees and other Credit Party that is party amounts due and payable on or prior to a Credit Document and Citibank, N.A., in its capacity as Administrative Agent and Collateral Agent; (b) each the Third Amendment Effective Date pursuant to Section 9.03 of the conditions Credit Agreement, including reimbursement or payment of all reasonable and documented out-of-pocket expenses required to effectiveness be reimbursed or paid by the Borrower hereunder and (ii) substantially simultaneously (subject to the proviso in the first sentence of Article I, clause (E) above) with the December 2012 Extension borrowing of Replacement Term Loans hereunder, fully prepaid all Existing Term Loans, together with accrued and unpaid interest thereon to the Third Amendment Effective Date. F. The Borrower shall have been satisfied except with respect delivered to the payment of the Extension Fee set forth therein; (c) the Administrative Agent shall have received (Aor its counsel) a certificate of an Authorized Officer of each Credit Party attaching (x) a copy Responsible Officer, dated as of the resolutionsdate of borrowing, in form and substance reasonably satisfactory to the Administrative Agent, of the board of directors, other managers or general partner of each Credit Party (or a duly authorized committee thereof) authorizing the execution, delivery and performance of this Agreement and the December 2012 Extension Amendment and the performance of the Credit Agreement and the other Credit Documents, in each case as modified by this Agreement and the December 2012 Extension Amendment, (y) true and complete copies of the Organizational Documents of the Credit Parties (which may be incorporated by reference into such certificate to the extent the same are publicly available on the SEC’s website at ▇▇▇.▇▇▇.▇▇▇ in filings identified in such certificate), in each case certified certifying as of the Incremental 2012 Term Effective Date by such Authorized Officer as being in full force and effect without modification or amendment, date of borrowing to clauses (B) signature and incumbency certificates of each officer executing this Agreement and the December 2012 Extension Amendment or any other document delivered in connection herewith or therewith on behalf of each Credit Party and (C) good standing certificates for each Credit Party for each jurisdiction in which such Credit Party is organized; andof Article II above. (d) G. The Borrower shall have delivered to the Administrative Agent a Borrowing Request in respect of such borrowing of Replacement Term Loans to be made on the Third Amendment Effective Date at least three Business Days prior to the Third Amendment Effective Date. H. The Administrative Agent (or its counsel) shall have received from ▇▇▇▇▇▇, ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, counsel a certificate attesting to the Borrower, executed legal opinions covering Solvency of the Borrower and its Subsidiaries (taken as a whole on a consolidated basis) on the Third Amendment Effective Date after giving effect to the incurrence of Replacement Term Loans from a Financial Officer of the Borrower in substantially the same form as such matters as certificate delivered on the Second Restatement Effective Date. I. The Borrower shall have delivered to the Administrative Agent may reasonably request and otherwise reasonably satisfactory a prepayment notice in respect of such prepayment of Existing Term Loans to be made on the Third Amendment Effective Date at least three Business Days prior to the Administrative AgentThird Amendment Effective Date.

Conditions to Effectiveness. This Agreement Amendment shall become effective on the date (the “Incremental 2012 Term Effective Date”) that is the first Business Day on which the following conditions are satisfied or waived (provided that Section 2 hereof may be modified to make ministerial changes to reflect the completion of the Incremental 2012 Term Effective Date in a manner as reasonably agreed between the Borrower and the Administrative Agent):which: (a) the Administrative Agent (or its counsel) shall have received executed signature pages to from the Loan Parties and each of the Lenders constituting the Required Lenders under the Existing Credit Agreement, a counterpart of this Amendment from US Holdings, the Borrower, signed on behalf of each other Credit Party that is party to a Credit Document and Citibank, N.A., in its capacity as Administrative Agent and Collateral Agentsuch party; (b) each of the conditions to effectiveness of the December 2012 Extension Amendment shall have been satisfied except with respect to the payment of the Extension Fee set forth therein; (c) the Administrative Agent shall have received (Ai) a certificate true and complete copies of an Authorized Officer the Organizational Documents of each Credit Loan Party attaching (x) and a copy of the resolutions, in form and substance reasonably satisfactory to the Administrative Agent, of the board Board of directorsDirectors or other governing body, other managers or general partner as applicable, of each Credit Loan Party (or a duly authorized committee thereof) authorizing the execution, delivery and performance of this Agreement Amendment (and any agreements relating thereto), together with such certificates relating to the December 2012 Extension Amendment good standing of each Loan Party or the substantive equivalent, if any, available in the jurisdiction of organization for each Loan Party from the appropriate governmental officer in such jurisdiction as the Administrative Agent may reasonably request and (ii) a certificate of each Loan Party, dated the performance Effective Date, substantially in the form of Exhibit M to the Existing Credit Agreement or otherwise reasonably satisfactory to the Administrative Agent, with appropriate insertions, executed by an Authorized Officer of such Loan Party, and attaching the other Credit Documents, documents referred to in each case as modified by this Agreement clause (i) above; (c) the representations and the December 2012 Extension Amendment, (y) warranties set forth in Section 2 hereof shall be true and complete copies of the Organizational Documents of the Credit Parties (which may be incorporated by reference into such certificate to the extent the same are publicly available on the SEC’s website at ▇▇▇.▇▇▇.▇▇▇ in filings identified in such certificate), in each case certified as of the Incremental 2012 Term Effective Date by such Authorized Officer as being in full force correct and effect without modification or amendment, (B) signature and incumbency certificates of each officer executing this Agreement and the December 2012 Extension Amendment or any other document delivered in connection herewith or therewith on behalf of each Credit Party and (C) good standing certificates for each Credit Party for each jurisdiction in which such Credit Party is organized; and (d) the Administrative Agent shall have received from ▇▇▇▇▇▇a certificate of an Authorized Officer to such effect; (d) the Amendment No. 4 Incremental Term A-1 Loans (as defined in the Amended Credit Agreement) shall have been incurred following, ▇▇▇▇ & ▇▇but substantially concurrently with, the effectiveness of this Amendment; (e) the U.S. Borrower shall have (1) reimbursed the Administrative Agent for the reasonable and documented out-of-pocket expenses incurred by it in connection with this Amendment, including the reasonable and documented fees, charges and disbursements of ▇▇▇▇▇▇ LLP and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLPllp, counsel to the Borrower, executed legal opinions covering such matters as for the Administrative Agent may reasonably request and otherwise reasonably satisfactory (2) paid to the Administrative Agent, for the account of each Lender that has delivered a counterpart to this Amendment, a consent fee equal to 0.05% of the aggregate principal amount of the Commitments and outstanding Loans held by such Lender (in each case, immediately prior to giving effect to the Amendment and the Incremental Term Facility) (the “Consent Fee”), which, for the avoidance of doubt, represents the Consent Fee payable pursuant to Section 3(c) of the Engagement Letter dated as of February 20, 2019, between the U.S. Borrower and TD Securities (USA) LLC and shall not be paid in addition to such fee; and (f) the Borrowers shall have provided to the Administrative Agent or any Lender all information and documentation reasonably requested in writing at least ten (10) days prior to the Effective Date by the Administrative Agent or such Lender for purposes of compliance with the Beneficial Ownership Regulation (as defined in the Amended Credit Agreement) (which information and documentation shall be true and correct in all material respects).

Conditions to Effectiveness. This Agreement Amendment shall become effective on the date (the “Incremental 2012 Term Amendment No. 1 Effective Date”) that is the first Business Day on which the following conditions precedent are satisfied (or waived (provided that Section 2 hereof may be modified to make ministerial changes to reflect the completion of the Incremental 2012 Term Effective Date in a manner as reasonably agreed between the Borrower and by the Administrative Agent): (a) The Administrative Agent (or its counsel) shall have received from (i) each Continuing Term Lender, (ii) each other Specified Refinancing Term Lender (iii) the Administrative Agent shall have received executed signature pages to and (iv) each Credit Party, (x) a counterpart of this Amendment from US Holdings, signed on behalf of such party or (y) written evidence satisfactory to the Borrower, each other Credit Party that is party to a Credit Document and Citibank, N.A., in its capacity as Administrative Agent and Collateral Agent;(which may include telecopy or other electronic transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement. (b) each of the conditions to effectiveness of the December 2012 Extension Amendment shall have been satisfied except with respect to the payment of the Extension Fee set forth therein; (c) the The Administrative Agent shall have received (Ai) a certificate of an Authorized Officer such customary resolutions or other action of each Credit Party attaching as the Administrative Agent may reasonably require evidencing the authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Amendment and (xii) a copy with respect to Borrower and Holdings, such documents and certifications (including, without limitation, incumbency certificates, Organizational Documents and, if applicable, good standing certificates) as the Administrative Agent may reasonably require to evidence that each of the resolutionsBorrower and Holdings is duly organized or formed, and that each of the Borrower and Holdings is validly existing and in good standing and (iii) to the extent applicable in the relevant jurisdiction, bring down good standing certificates of each Credit Party dated as of a recent date. (c) Holdings, the Borrower and each of the Subsidiary Guarantors shall have provided the documentation and other information reasonably requested in writing at least ten (10) days prior to the Amendment No. 1 Effective Date by the Consenting Lenders as they reasonably determine is required by regulatory authorities in connection with applicable “know your customer” and anti-money-laundering rules and regulations, including, without limitation, the PATRIOT Act, in each case at least three (3) Business Days prior to the Amendment No. 1 Effective Date (or such shorter period as the Administrative Agent shall otherwise agree). (d) The Borrower shall have paid to the Administrative Agent for the ratable account of the Lenders holding Existing Term Loans all accrued and unpaid interest on such Existing Terms Loans to, but not including, the Amendment No. 1 Effective Date. (e) All costs, fees, expenses (including without limitation legal fees and expenses, title premiums, survey charges and recording taxes and fees), in each case solely to the extent required to be paid pursuant to Section 10.2 of the Amended Credit Agreement, and other compensation separately agreed in writing to be payable to the Amendment No. 1 Arranger and the Administrative Agent shall have been paid to the extent due (and, in the case of expenses, invoiced in reasonable detail at least two Business Days prior to the Amendment No. 1 Effective Date). (f) After giving effect to this Amendment, (A) the representations and warranties of the Borrower and each other Credit Party contained in SECTION 4 of the Credit Agreement, Article II hereunder and each other Credit Document are 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 Amendment No. 1 Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects (and in all respects if any such representation or warranty is already qualified by materiality) as of such earlier date and (B) no Default shall exist, or would result immediately after giving effect to the provisions of this Amendment. A Responsible Officer of the Borrower shall have delivered a certificate certifying as to the matters set forth in clauses (A) and (B); (g) The Administrative Agent shall have received an opinion of Cravath, Swaine & ▇▇▇▇▇ LLP, special New York counsel to the Credit Parties, in form and substance reasonably satisfactory to the Administrative Agent, of the board of directors, other managers or general partner of each Credit Party (or a duly authorized committee thereof) authorizing the execution, delivery and performance of this Agreement Agent and the December 2012 Extension Amendment and the performance of the Credit Agreement and the other Credit Documents, in each case as modified by this Agreement and the December 2012 Extension Amendment, (y) true and complete copies of the Organizational Documents of the Credit Parties (which may be incorporated by reference into such certificate to the extent the same are publicly available on the SEC’s website at ▇▇▇.▇▇▇.▇▇▇ in filings identified in such certificate), in each case certified as of the Incremental 2012 Term Effective Date by such Authorized Officer as being in full force and effect without modification or amendment, (B) signature and incumbency certificates of each officer executing this Agreement and the December 2012 Extension Amendment or any other document delivered in connection herewith or therewith on behalf of each Credit Party and (C) good standing certificates for each Credit Party for each jurisdiction in which such Credit Party is organized; and (d) the Administrative Agent shall have received from ▇▇▇▇▇▇, ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, counsel to the Borrower, executed legal opinions covering such matters as the Administrative Agent may reasonably request and otherwise reasonably satisfactory to the Administrative Agent.No. 1

Conditions to Effectiveness. This Agreement Amendment shall become effective on the first date when each of the following conditions precedent have been satisfied (the “Incremental 2012 Term Amendment Effective Date”) that is the first Business Day on which the following conditions are satisfied or waived (provided that Section 2 hereof may be modified to make ministerial changes to reflect the completion of the Incremental 2012 Term Effective Date in a manner as reasonably agreed between the Borrower and the Administrative Agent): (a) the Administrative Agent shall have received (i) this Amendment, duly executed signature pages to this Amendment from US Holdings, and delivered by the Borrower, each other the Issuers, the Swing Loan Lender and the Administrative Agent, (ii) (A) New Revolving Credit Party that is party to a Credit Document and Citibank, N.A.Lender Addenda (if any), in its capacity the form attached hereto as Administrative Agent Annex A (the “New Revolving Credit Lender Addendum”) and Collateral Agent(B) Extending Revolving Credit Lender Consents, in the form attached hereto as Annex B (the “Extending Revolving Credit Lender Consents”), in each case, duly executed and delivered by a combination of new and existing Lenders (the “Consenting Lenders”) whose aggregate Revolving Credit Commitments is equal to $1,000,000,000 and (iii) a Reaffirmation Agreement, in the form attached hereto as Annex C, duly executed and delivered by the Borrower and each Guarantor; (b) each of the conditions to effectiveness of the December 2012 Extension Amendment Administrative Agent shall have been satisfied except received legal opinions with respect to each Loan Party, dated as of Amendment Effective Date and addressed to the payment of Administrative Agent, the Extension Fee set forth thereinLenders and the Issuers, in form and substance reasonably acceptable to the Administrative Agent; (c) the Administrative Agent shall have received (A) a certificate of an Authorized Officer of each Credit Party attaching (xi) a copy of a certificate from the resolutionsSecretary of State or other applicable office in the jurisdiction of incorporation or organization of each Loan Party attesting to the good standing (or equivalent) of such Loan Party (where such concept is applicable) and (ii) a certificate from the Secretary or Assistant Secretary of each Loan Party, dated as of the Amendment Effective Date and in form and substance reasonably satisfactory to the Administrative Agent, of certifying (A) the board of directors, other managers or general partner names and true signatures of each Credit officer of such Loan Party that has been authorized to execute and deliver the Amendment and any other document required to be delivered by or on behalf of such Loan Party, (B) the articles of incorporation or a duly authorized committee thereofother equivalent Constituent Document of such Loan Party as in effect on the date of such certification (or, alternatively, certifying that there have been no amendments or other modifications made to such Constituent Document since November 29, 2011), (C) the bylaws or other equivalent Constituent Document of such Loan Party as in effect on the date of such certification (or, alternatively, certifying that there have been no amendments or other modifications made to such Constituent Document since the November 29, 2011), (D) resolutions of such Loan Party’s Board of Directors, sole member, managing member, general partner, or other approving body, as applicable, authorizing the execution, delivery and performance of this Agreement and the December 2012 Extension Amendment and the performance of the Credit Agreement and the any other Credit Documentsdocument required to be delivered by, or on behalf of, such Loan Party, in each case as modified by this Agreement and the December 2012 Extension Amendment, (y) true and complete copies of the Organizational Documents of the Credit Parties (which may be incorporated by reference into such certificate to the extent the same are publicly available on the SEC’s website at ▇▇▇.▇▇▇.▇▇▇ in filings identified in such certificate), in each case certified as of the Incremental 2012 Term Amendment Effective Date by such Authorized Officer as being in full force and effect without modification or amendment, (B) signature and incumbency certificates of each officer executing this Agreement and the December 2012 Extension Amendment or any other document delivered in connection herewith or therewith on behalf of each Credit Party and (C) good standing certificates for each Credit Party for each jurisdiction in which such Credit Party is organized; andDate; (d) all fees and expenses (including, to the Administrative Agent shall have received from ▇▇▇▇▇▇extent invoiced, ▇▇▇▇ the reasonable and documented fees and expenses of Weil, Gotshal & ▇▇▇▇▇▇▇▇ LLP and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, counsel ) payable in connection with this Amendment or otherwise required to be paid pursuant to the Borrower, executed legal opinions covering such matters Existing Credit Agreement shall have been paid in full; (e) each Non-Consenting Lender (as defined below) shall have received payments of all Loans held by it and all accrued and unpaid interest and fees with respect thereto through the Administrative Agent may reasonably request and otherwise reasonably satisfactory date of this Amendment as contemplated by Section 3(c) below; (f) the Borrower shall have paid to the Administrative Agent, (i) for the ratable benefit of each Consenting Lender that has delivered an unconditioned Extending Revolving Credit Lender Consent to the Administrative Agent on or prior to 10:00 am (New York City time) on December 3, 2015, an amendment fee in an amount equal to 0.15% of the aggregate amount of such Consenting Lender’s Revolving Credit Commitments on the Amendment Effective Date (outstanding immediately after giving effect to Amendment Effective Date) and (ii) for the ratable benefit of each Lender (each, a “New Money Lender”) that, either by executing an Extending Revolving Credit Lender Consent or a New Revolving Credit Lender Addendum, will hold, Revolving Credit Commitments immediately after giving effect to the Amendment Effective Date, in in excess of the amount of such Lender’s Revolving Credit Commitments as in effect immediately prior to the Amendment Effective Date (the amount of such excess, the “New Commitment Amount”), a closing fee in an amount equal to 0.25% of the aggregate amount of such New Money Lender’s New Commitment Amount on the Amendment Effective Date (outstanding immediately after giving effect to Amendment Effective Date); (g) each of the representations and warranties set forth in Section 4 hereof shall be true and correct as of the Amendment Effective Date; and (h) no Default or Event of Default shall have occurred and be continuing as of the Amendment Effective Date.

Conditions to Effectiveness. This Agreement Amendment shall become effective on the date (the “Incremental 2012 Term Amendment No. 4 Effective Date”) that is the first Business Day on which the following conditions precedent are satisfied (or waived (provided that Section 2 hereof may be modified to make ministerial changes to reflect the completion of the Incremental 2012 Term Effective Date in a manner as reasonably agreed between the Borrower and by the Administrative Agent): (a) the The Administrative Agent (or its counsel) shall have received executed signature pages to this Amendment from US Holdings(i) each Revolving Lender and Issuing Bank, (ii) each New Lender (iii) the Borrower, each other Credit Party that is party to a Credit Document and Citibank, N.A., in its capacity as Administrative Agent and Collateral Agent;Agent and (iv) each Credit Party, (x) a counterpart of this Amendment signed on behalf of such party or (y) written evidence satisfactory to the Administrative Agent (which may include telecopy or other electronic transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement. (b) each of the conditions to effectiveness of the December 2012 Extension Amendment shall have been satisfied except with respect to the payment of the Extension Fee set forth therein; (c) the The Administrative Agent shall have received (Ai) a certificate of an Authorized Officer such customary resolutions or other action of each Credit Party attaching (x) a copy of the resolutions, in form and substance reasonably satisfactory to the Administrative Agent, of the board of directors, other managers or general partner of each Credit Party (or a duly authorized committee thereof) authorizing the execution, delivery and performance of this Agreement and the December 2012 Extension Amendment and the performance of the Credit Agreement and the other Credit Documents, in each case as modified by this Agreement and the December 2012 Extension Amendment, (y) true and complete copies of the Organizational Documents of the Credit Parties (which may be incorporated by reference into such certificate to the extent the same are publicly available on the SEC’s website at ▇▇▇.▇▇▇.▇▇▇ in filings identified in such certificate), in each case certified as of the Incremental 2012 Term Effective Date by such Authorized Officer as being in full force and effect without modification or amendment, (B) signature and incumbency certificates of each officer executing this Agreement and the December 2012 Extension Amendment or any other document delivered in connection herewith or therewith on behalf of each Credit Party and (C) good standing certificates for each Credit Party for each jurisdiction in which such Credit Party is organized; and (d) the Administrative Agent shall have received from ▇▇▇▇▇▇, ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, counsel to the Borrower, executed legal opinions covering such matters as the Administrative Agent may reasonably request require evidencing the authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Amendment and (ii) with respect to Borrower and Holdings, such documents and certifications (including, without limitation, incumbency certificates, Organizational Documents and, if applicable, good standing certificates) as the Administrative Agent may reasonably require to evidence that each of the Borrower and Holdings is duly organized or formed, and that each of the Borrower and Holdings is validly existing and in good standing and (iii) to the extent applicable in the relevant jurisdiction, bring down good standing certificates of each Credit Party dated as of a recent date. (c) Holdings, the Borrower and each of the Guarantor Subsidiaries shall have provided the documentation and other information reasonably requested in writing at least ten (10) days prior to the Amendment No. 4 Effective Date by the New Lenders as they reasonably determine is required by regulatory authorities in connection with applicable “know your customer” and anti-money-laundering rules and regulations, including, without limitation, the PATRIOT Act, in each case at least three (3) Business Days prior to the Amendment No. 4 Effective Date (or such shorter period as the Administrative Agent shall otherwise reasonably satisfactory agree). (d) All costs, fees, expenses (including without limitation legal fees and expenses, title premiums, survey charges and recording taxes and fees), in each case solely to the extent required to be paid pursuant to Section 10.2 of the Amended Credit Agreement, and other compensation separately agreed in writing to be payable to the Amendment No. 4 Arranger and the Administrative Agent shall have been paid to the extent due (and, in the case of expenses, invoiced in reasonable detail at least two Business Days prior to the Amendment No. 4 Effective Date). (e) The Borrower shall have paid to the Administrative Agent., for the account of each Existing Lender, a fee an amount equal to 0.175% of such Existing Lender’s Revolving Commitment on the Amendment No. 4

Conditions to Effectiveness. This Agreement (a) The provisions of this Amendment other than Sections 1(d), (e) and (f) shall become effective on the date (the “Incremental 2012 Term Amendment No. 2 Effective Date”) that is the first Business Day on which each of the following conditions are satisfied or waived is satisfied: (provided that Section 2 hereof may be modified to make ministerial changes to reflect the completion i) The Administrative Agent’s receipt of the Incremental 2012 Term following, each of which shall be originals or facsimiles or electronic copies (followed promptly by originals) unless otherwise specified: (1) counterparts of this Amendment executed by a Responsible Officer of each Loan Party; (2) a Note executed by a Responsible Officer of the Borrower in favor of each Lender requesting a Note at least two (2) Business Days prior to the Amendment No. 2 Effective Date, if any; (3) an opinion of Ropes & ▇▇▇▇ LLP, special counsel to the Borrower, dated the Amendment No. 2 Effective Date in a manner as reasonably agreed between the Borrower and the Administrative Agent): (a) addressed to each L/C Issuer, Arranger, the Administrative Agent shall have received executed signature pages and the Lenders, substantially in the form previously provided to this Amendment from US Holdings, the Borrower, each other Credit Party that is party to a Credit Document and Citibank, N.A., in its capacity as Administrative Agent and Collateral Agent; (b4) each of the conditions to effectiveness of the December 2012 Extension Amendment shall have been satisfied except with respect to the payment of the Extension Fee set forth therein; (c) the Administrative Agent shall have received (A) a certificate as to the good standing of an Authorized each Loan Party as of a recent date, from the Secretary of State of the state of its organization or a similar Governmental Authority and (B) a certificate of a Responsible Officer of each Credit Loan Party attaching dated the Amendment No. 2 Effective Date and certifying (I) to the effect that (w) attached thereto is a true and complete copy of the certificate or articles of incorporation or organization such Loan Party certified as of a recent date by the Secretary of State of the state of its organization, or in the alternative (other than in the case of the Borrower), certifying that such certificate or articles of incorporation or organization have not been amended since the Escrow Release Date, and that such certificate or articles are in full force and effect, (x) attached thereto is a true and complete copy of the resolutionsby-laws or operating agreements of each Loan Party as in effect on the Amendment No. 2 Effective Date, or in form the alternative (other than in the case of the Borrower), certifying that such by-laws or operating agreements have not been amended since the Escrow Release Date and substance reasonably satisfactory to the Administrative Agent, (y) attached thereto is a true and complete copy of resolutions duly adopted by the board of directors, other board of managers or general partner member, as the case may be, of each Credit Loan Party (or a duly authorized committee thereof) authorizing the execution, delivery and performance of the Loan Documents 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 (II) as to the incumbency and specimen signature of each officer executing any Loan Document on behalf of any Loan Party and signed by another officer as to the incumbency and specimen signature of the Responsible Officer executing the certificate pursuant to this Agreement clause (B); and (5) a certificate signed by a Responsible Officer of the Borrower certifying as to the satisfaction of the conditions set forth in paragraphs (v) and (vi) of this Section 4(a) and that the Term B-2 Loans meet the requirements and conditions to be Replacement Term Loans. (ii) The aggregate principal amount of the Exchanged Term B-1 Loans plus the aggregate principal amount of the Additional Term B-2 Commitments shall equal the aggregate principal amount of the outstanding Term B-1 Loans immediately prior to the effectiveness of this Amendment plus the Senior Notes Repayment Amount. (iii) The Borrower shall have paid to the Administrative Agent, for the ratable account of the Term B-1 Lenders immediately prior to the Amendment No. 2 Effective Date, all accrued and unpaid interest on the Term B-1 Loans to, but not including, the Amendment No. 2 Effective Date on the Amendment No. 2 Effective Date. (iv) All fees and expenses due to the Administrative Agent, the Arrangers and the December 2012 Extension Lenders required to be paid on the Amendment No. 2 Effective Date shall have been paid. (v) No Default shall exist, or would result from the Amendment and related Credit Extension or from the performance application of the proceeds therefrom. (vi) The representations and warranties of the Borrower and each other Loan Party contained in Article 5 of the Credit Agreement and the other Credit Documents, in each case as modified by Section 3 of this Agreement and the December 2012 Extension Amendment, (y) true and complete copies of the Organizational Documents of the Credit Parties (which may be incorporated by reference into such certificate to the extent the same are publicly available on the SEC’s website at ▇▇▇.▇▇▇.▇▇▇ in filings identified in such certificate), in each case certified as of the Incremental 2012 Term Effective Date by such Authorized Officer as being in full force and effect without modification or amendment, (B) signature and incumbency certificates of each officer executing this Agreement and the December 2012 Extension Amendment or any other document delivered Loan Document shall be true and correct in connection herewith or therewith all material respects (and in all respects if qualified by materiality) on behalf and as of each Credit Party the date hereof, except (A) to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects (and in all respects if qualified by materiality) as of such earlier date and (CB) good standing certificates that for each purposes of this Section 4, the representations and warranties contained in Section 5.05(a) of the Credit Party for each jurisdiction in which such Agreement shall be deemed to refer to the most recent financial statements furnished prior to the Amendment No. 2 Effective Date or pursuant to Section 6.01(a) and Section 6.01(b) of the Credit Party is organized; andAgreement. (dvii) To the extent requested by an Additional Term B-2 Lender in writing not less than three (3) Business Days prior to the Amendment No. 2 Effective Date, the Administrative Agent shall have received from ▇▇▇▇▇▇received, ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, counsel prior to the Borrowereffectiveness of this Amendment, executed legal opinions covering such matters as all documentation and other information with respect to the Borrower required by regulatory authorities under applicable “know-your-customer” and anti-money laundering rules and regulations, including without limitation the PATRIOT Act. (viii) The Administrative Agent shall have received a Request for Credit Extension not later than 1:00 p.m. on the Business Day prior to the date of the proposed Credit Extension. (b) With respect to the Amendments in Sections 1(d), 1(e)(i) and 1(f)(i) only, in addition to subsection (a) of this Section 4, the effectiveness of the provisions set forth in Sections 1(d), 1(e)(i) and 1(f)(i) shall be conditioned upon the delivery by each Revolving Credit Lender to the Administrative Agent may reasonably request of a Consent to this Amendment. (c) In addition to subsection (a) of this Section 4, the effectiveness of the provisions set forth in Sections 1(d), (e) and otherwise reasonably satisfactory (f) shall be conditioned upon (i) the consummation of a Qualifying IPO (the “Repricing Effective Date”) and (ii) the payment of all fees and expenses due to the Arrangers to be paid on the Repricing Effective Date shall have been paid. (d) The Administrative AgentAgent shall notify the Borrower and the Lenders of the Amendment No. 2 Effective Date and the Repricing Effective Date and such notice shall be conclusive and binding. Notwithstanding the foregoing, the amendments effected hereby (other than the amendments set forth in Sections 1(d), (e) and (f)) shall not become effective, and the obligations of the Additional Term B-2 Lenders hereunder to make Additional Term B-2 Loans will automatically terminate, if each of the conditions set forth or referred to in Section 4(a) has not been satisfied at or prior to 5 p.m., New York City time, on May 31, 2011.

Conditions to Effectiveness. This Agreement Amendment shall become effective on only upon the satisfaction or waiver in accordance with Section 10.5 of the Credit Agreement of the following conditions (the date (of satisfaction or waiver of such conditions being referred to herein as the “Incremental 2012 Term Amendment No. 4 Effective Date”) that is the first Business Day on which the following conditions are satisfied or waived (provided that Section 2 hereof may be modified to make ministerial changes to reflect the completion of the Incremental 2012 Term Effective Date in a manner as reasonably agreed between the Borrower and the Administrative Agent): (a) the A. The Administrative Agent shall have received the following: (i) duly executed counterpart signature pages to this Amendment from US Holdingsthe Credit Parties, the BorrowerLenders, each other Credit Party that is party to a Credit Document L/C Issuer and Citibank, N.A., in its capacity as the Administrative Agent and Collateral Agent; (bii) each an executed copy of the conditions to effectiveness favorable written legal opinion, dated as of the December 2012 Extension Amendment shall have been satisfied except with respect No. 4 Effective Date, of S▇▇▇▇▇▇▇ and C▇▇▇▇▇▇▇ LLP, as counsel to the payment of Credit Parties, in form and substance reasonably satisfactory to the Extension Fee set forth thereinAdministrative Agent (and each Credit Party hereby instructs such counsel to deliver such opinion to the Administrative Agent); (ciii) a certificate as to the Administrative Agent shall have received good standing of each Credit Party as of a recent date, from the Secretary of State or a similar Governmental Authority of the state of its incorporation, organization or formation; and (Aiv) a certificate of an Authorized Officer of each Credit Party attaching dated the Amendment No. 4 Effective Date and certifying (xI) to the effect that (A) attached thereto is a true and complete copy of the resolutionscertificate or articles of incorporation, organization or formation of such Credit Party certified as of a recent date by the Secretary of State (or similar official) of the state of its incorporation, organization or formation, or in form the alternative, certifying that such certificate or articles of incorporation, organization or formation have not been amended since the Closing Date, and substance reasonably satisfactory to that the Administrative Agentcertificate or articles are in full force and effect, (B) attached thereto is a true and complete copy of the by-laws or operating agreements or equivalent documents of each Credit Party as in effect on the Amendment No. 4 Effective Date, or in the alternative, certifying that such by-laws or operating agreements or equivalent documents have not been amended since the Closing Date, and that such by-laws or operating agreements or equivalent documents are in full force and effect and (C) attached thereto is a true and complete copy of resolutions duly adopted by the board of directors, other board of managers or general partner member, as the case may be, of each Credit Party (or a duly authorized committee thereof) authorizing the execution, delivery and performance of this Agreement and the December 2012 Extension Amendment and the performance of the Credit Agreement and the other Credit Documents, in each case as modified by this Agreement and the December 2012 Extension Amendment, (y) true and complete copies of the Organizational Documents of the Credit Parties (which may be incorporated by reference into such certificate to the extent the same are publicly available on the SEC’s website at ▇▇▇.▇▇▇.▇▇▇ in filings identified in such certificate), in each case certified as of the Incremental 2012 Term Effective Date by such Authorized Officer as being in full force and effect without modification or amendment, (B) signature and incumbency certificates of each officer executing this Agreement and the December 2012 Extension Amendment or any other document delivered in connection herewith or therewith on behalf of each Credit Party and (C) good standing certificates for each Credit Party for each jurisdiction in which such Credit Party is organized; anda party, and that such resolutions have not been modified, rescinded or amended, and that such resolutions are in full force and effect, and (II) as to the incumbency and specimen signature of each officer executing any Credit Document on behalf of any Credit Party and signed by another officer as to the incumbency and specimen signature of the Authorized Officer executing the certificate pursuant to this clause (iv). B. The Company shall have paid (di) all fees required to be paid on the Amendment No. 4 Effective Date pursuant to the Engagement Letter, dated as of February 24, 2020, between CIT Group Inc. and BofA Securities, Inc. and (ii) to the Amendment No. 4 Joint Lead Arrangers and Bank of America, N.A., in its capacity as Administrative Agent, to the extent invoiced at least one (1) Business Day prior to the Amendment No. 4 Effective Date, all reasonable out of pocket costs and expenses of the Administrative Agent shall have received from ▇▇▇▇▇▇and the Amendment No. 4 Joint Lead Arrangers in connection with the arrangement, ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP preparation, negotiation and ▇▇execution of this Amendment (including the reasonable fees and expenses of C▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇R▇▇▇▇▇▇ LLP, LLP as counsel to the BorrowerAdministrative Agent and the Amendment No. 4 Joint Lead Arrangers) that are payable pursuant to Section 10.2 of the Credit Agreement and any outstanding costs and expenses referred to in Section 10.2 of the Credit Agreement (which may include amounts constituting reasonable estimates of fees and expenses of counsel and other advisors, executed legal opinions covering provided that no such matters estimate shall thereafter preclude a final settling of account as to such fees and expenses); C. The representations and warranties set forth in Section III hereof shall be true and correct and the Administrative Agent may reasonably request and otherwise reasonably satisfactory shall have received a certificate of an Authorized Officer to such effect. D. Prior to or substantially concurrently with the Amendment No. 4 Effective Date, the Company shall have paid to the Administrative AgentAgent for the account of each applicable Lender the Amendment No. 4 Upfront Fees required to be paid on the Amendment No. 4 Effective Date pursuant to Section 2.8(a)(ii) of the Amended Credit Agreement.

Conditions to Effectiveness. This Agreement Amendment No. 2 shall become effective on the date (the “Incremental 2012 Term Amendment No. 2 Effective Date”) that is the first Business Day on upon which each of the following conditions are satisfied or waived (provided that Section 2 hereof may be modified to make ministerial changes to reflect the completion of the Incremental 2012 Term Effective Date in a manner as reasonably agreed between the Borrower and the Administrative Agent):is satisfied: (a) the The Administrative Agent shall have received each of the following: (i) (A) executed signature pages counterparts to this Amendment No. 2 from US Holdings(1) each Loan Party and (2) each Lender, and (B) the Borrower, each other Credit Party that is party to a Credit Document Second Amended and CitibankRestated Intercreditor Agreement executed by JPMorgan Chase Bank, N.A., in its capacity as Administrative the Term Loan Agent, Truist Bank, as ABL Agent and Collateral AgentWilmington Savings Fund Society, FSB, as notes agent under the 2032 Senior Notes Indenture and acknowledged by the Loan Parties; (b) each of the conditions to effectiveness of the December 2012 Extension Amendment shall have been satisfied except with respect to the payment of the Extension Fee set forth therein; (c) the Administrative Agent shall have received (Aii) a certificate written opinion of an Authorized Officer of each Credit Party attaching (x) a copy of the resolutions, in form and substance reasonably satisfactory to the Administrative Agent, of the board of directors, other managers or general partner of each Credit Party (or a duly authorized committee thereof) authorizing the execution, delivery and performance of this Agreement and the December 2012 Extension Amendment and the performance of the Credit Agreement and the other Credit Documents, in each case as modified by this Agreement and the December 2012 Extension Amendment, (y) true and complete copies of the Organizational Documents of the Credit Parties (which may be incorporated by reference into such certificate to the extent the same are publicly available on the SEC’s website at ▇▇▇.▇▇▇.▇▇▇ in filings identified in such certificate), in each case certified as of the Incremental 2012 Term Effective Date by such Authorized Officer as being in full force and effect without modification or amendment, (B) signature and incumbency certificates of each officer executing this Agreement and the December 2012 Extension Amendment or any other document delivered in connection herewith or therewith on behalf of each Credit Party and (C) good standing certificates for each Credit Party for each jurisdiction in which such Credit Party is organized; and (d) the Administrative Agent shall have received from ▇▇▇▇▇▇, ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP, in its capacity as counsel for the Loan Parties, dated as of the date hereof and addressed to the Administrative Agent and the Lenders; (iii) (A) a certificate of each Loan Party, dated as of the date hereof and executed by a secretary, assistant secretary or other similarly-titled Responsible Officer thereof, which shall certify (1) that attached thereto is a true and complete copy of the certificate of formation of the Borrower, certified by the Secretary of State of the State of Delaware, which certificate of formation of the Borrower, has not been rescinded or amended as of the Amendment No. 2 Effective Date (except as attached thereto) since the date reflected thereon; (2) that the certificate of formation, restated certificate or merger with a restated certificate, as applicable, of each Loan Party (other than the Borrower) and all amendments thereto, in each case, as previously delivered to the Administrative Agent on November 14, 2023 remains in full force and effect as of the Amendment No. 2 Effective Date without modification or amendment since such prior delivery; (3) that the limited liability company agreement of each Loan Party and all amendments thereto, in each case, as previously delivered to the Administrative Agent on November 14, 2023 remain in full force and effect as of the Amendment No. 2 Effective Date without modification or amendment since such prior delivery; (4) that attached thereto is a true and complete copy of the resolutions or written consent, as applicable, of its board of directors, board of managers, sole member, manager or other applicable governing body authorizing the execution and delivery of this Amendment No. 2, which resolutions or consent have not been modified, rescinded or amended (other than as attached thereto) and are in full force and effect as of the Amendment No. 2 Effective Date; and (5) as to the incumbency and specimen signature of each officer, manager, director or authorized signatory executing this Amendment No. 2 or any other Loan Document delivered by such Loan Party in connection therewith and (B) a good standing (or equivalent) certificate for such Loan Party, as applicable, from the relevant authority of its jurisdiction of organization, dated as of a recent date; (iv) a solvency certificate in substantially the form of Exhibit C to the Amended Credit Agreement from the chief financial officer (or other officer with reasonably equivalent responsibilities) of the Borrower dated as of the Amendment No. 2 Effective Date and certifying as to the matters set forth therein (after giving effect to the transactions contemplated by this Amendment No. 2 to occur on the Amendment No. 2 Effective Date); (v) [reserved]; (vi) the duly completed perfection certificate dated as of the Amendment No. 2 Effective Date; (vii) copies of the duly executed (A) 2032 Senior Notes, (B) 2032 Senior Notes Indenture and (C) Guarantees and the Security Documents (in each case under this clause (C), as defined in the 2032 Senior Notes Indenture) delivered to the Notes Agent (as defined in the 2032 Senior Notes Indenture) on the Amendment No. 2 Effective Date; and (viii) the duly executed Amendment No. 2 Fee Letter. (b) The Administrative Agent shall have received (i) all fees required to be paid by the Borrower on the Amendment No. 2 Effective Date (as set forth in the Amendment No. 2 Fee Letter) and (ii) all expenses required to be reimbursed by the Borrower under the Existing Credit Agreement or as otherwise agreed in writing in connection with this Amendment No. 2 for which invoices have been presented at least two (2) Business Days prior to the Amendment No. 2 Effective Date or such later date to which the Borrower may agree (including the reasonable and documented fees and expenses of Winston & ▇▇▇▇▇▇▇▇ LLP), counsel in each case on or before the Amendment No. 2 Effective Date. (c) The Administrative Agent shall have received a certificate from a Responsible Officer of the Borrower certifying that the representations and warranties of the Borrower set forth in Section 2 shall be true and correct in all material respects on and as of the Amendment No. 2 Effective Date and after giving effect to the BorrowerAmendment No. 2 Transactions; provided that (i) in the case of any representation which expressly relates to a given date or period, executed legal opinions covering such matters representation shall be true and correct in all material respects as of the respective date or for the respective period, as the case may be and (ii) if any representation is qualified by or subject to a “material adverse effect,” “material adverse change” or similar term or qualification, such representation shall be true and correct in all respects. (d) The Administrative Agent shall have received all documentation and other information reasonably requested with respect to any Loan Party in writing by the Administrative Agent may reasonably request or Lender at least five (5) Business Days before the Amendment No. 2 Effective Date, which documentation or other information is required by regulatory authorities under applicable “know your customer” and otherwise reasonably anti-money laundering rules and regulations, including the USA PATRIOT Act. (e) The Administrative Agent shall have received duly executed copies of that certain Amendment No. 1 to Term Loan Credit Agreement and Amendment No. 1 to Term Loan Guarantee and Collateral Agreement, dated as of the Amendment No. 2 Effective Date, by and among the Loan Parties, the Term Loan Agent, and the lenders party thereto (the “Term Loan Amendment No. 1”). There are no conditions, implied or otherwise, to the Amendment No. 2 becoming effective other than as set forth in the preceding clauses (a) through (e) and upon satisfaction or waiver by each Lender of such conditions, the Amendment No. 2 shall become effective. For purposes of determining compliance with the conditions specified in this Section 3, each Lender that has signed this Amendment No. 2 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 AgentAgent shall have received written notice from such Lender prior to the proposed Amendment No. 2 Effective Date specifying its objection thereto.

Conditions to Effectiveness. This Agreement shall become effective on the date (the “Incremental 2012 Term Effective Date”) that is the first Business Day on which each of the following conditions precedent are satisfied or waived (provided that Section 2 hereof may be modified to make ministerial changes to reflect the completion of the Incremental 2012 Term Effective Date in a manner as reasonably agreed between the Borrower and the Administrative Agent):waived: (a) the The Administrative Agent shall have received executed signature pages to this Amendment from US Holdings, each of the Borrowerfollowing, each other Credit Party of which shall be originals or facsimiles or Adobe PDFs delivered by electronic mail (followed promptly by originals) unless otherwise specified: (i) from each party hereto, a counterpart of this Agreement executed by such party; and (ii) a Revolving Loan Note executed by the Borrower in favor of each Lender that is party has requested a Revolving Loan Note at least two (2) Business Days prior to a Credit Document and Citibank, N.A., in its capacity as Administrative Agent and Collateral Agent;the Effective Date. (b) each of the conditions to effectiveness of the December 2012 Extension Amendment The Guarantee Requirement shall have been satisfied except with respect to the payment of the Extension Fee set forth therein;satisfied. (c) the The Collateralized L/C Collateral Requirement shall have been satisfied. (d) The Administrative Agent shall have received received: (Ai) a certificate of an Authorized Officer of each Credit Party attaching (x) a copy copies of the resolutions, in form and substance reasonably satisfactory to the Administrative Agent, resolutions of the board of directors, authorized subcommittee thereof, or other managers or general partner equivalent body of each Credit Party (or a duly authorized committee thereof) authorizing the execution, delivery and performance of this Agreement and the December 2012 Extension Amendment and the performance of the Credit Agreement and the other Credit Documents, in each case as modified by this Agreement and the December 2012 Extension Amendment, (y) true and complete copies of the Organizational Documents of the Credit Parties (which may be incorporated by reference into such certificate Transactions to the extent the same are publicly available on the SEC’s website at ▇▇▇.▇▇▇.▇▇▇ in filings identified in such certificate), in each case certified as of the Incremental 2012 Term Effective Date by such Authorized Officer as being in full force and effect without modification or amendment, (B) signature and incumbency certificates of each officer executing this Agreement and the December 2012 Extension Amendment or any other document delivered in connection herewith or therewith on behalf of each Credit Party and (C) good standing certificates for each Credit Party for each jurisdiction in which such Credit Party is organizeda party, certified as of the Effective Date by the Secretary or an Assistant Secretary of such Credit Party; (ii) a certificate of the Secretary or Assistant Secretary of each Credit Party certifying the names and true signatures of the officers of such Credit Party authorized to execute, deliver and perform, as applicable, this Agreement and all other Loan Documents to be delivered by such Credit Party hereunder; (iii) the articles or certificate of incorporation or equivalent document of each Credit Party as in effect on the Effective Date, certified by the Secretary of State (or similar, applicable Governmental Authority) of its state of incorporation or organization as of a recent date; (iv) the bylaws or equivalent documents of each Credit Party as in effect on the Effective Date, certified by the Secretary or Assistant Secretary of such Credit Party as of the Effective Date; (v) a certificate of good standing or equivalent document for each Credit Party from the Secretary of State (or similar, applicable Governmental Authority) of its state of incorporation or organization as of a recent date; and (dvi) certified copies of Uniform Commercial Code, tax and judgment lien searches, or equivalent reports or searches, each of a recent date listing all effective financing statements, lien notices or comparable documents that name any Credit Party as debtor and that are filed in those state and county jurisdictions in which any Credit Party is organized or maintains its principal place of business and such other searches that the Administrative Agent reasonably deems necessary and requested at least five (5) days prior to the Effective Date. (e) The Administrative Agent shall have received a written opinion, reasonably acceptable to the Administrative Agent in form and substance (addressed to the Administrative Agent and the Lenders and dated the Effective Date), from ▇▇▇▇▇▇, ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP and ▇each of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, counsel for the Credit Parties. (f) The Administrative Agent shall have been paid (i) all costs, fees and expenses (including, without limitation, Attorney Costs of the Administrative Agent, the Arrangers, the Bookrunners and recording taxes and fees) to the Borrower, executed legal opinions covering such matters as the Administrative Agent may reasonably request extent then due and otherwise reasonably satisfactory payable to the Administrative Agent, the Arrangers or the Bookrunners and (ii) all other compensation contemplated by the Commitment Letter and each Fee Letter payable to the Administrative Agent, the Arrangers, the Bookrunners or the Lenders on or before the Effective Date, in each case to the extent invoiced at least two (2) Business Days prior to the Effective Date. (g) All principal, premium, if any, interest, fees and other amounts due or outstanding under the Existing Credit Agreement shall have been paid in full, the commitments under the Existing Credit Agreement shall have been terminated and all guarantees and Liens existing in connection with the Existing Credit Agreement shall have been discharged and released, and the Administrative Agent shall have received reasonably satisfactory evidence thereof. (h) Each Credit Party shall have provided the documentation and other information to the Administrative Agent as the Lenders reasonably determine are required by bank regulatory authorities under applicable “know-your-customer” and Anti-Money Laundering Laws, including the PATRIOT Act, at least two (2) Business Days prior to the Effective Date as has been reasonably requested in writing at least four (4) Business Days prior to the Effective Date by the Lenders. The Borrower shall have delivered a Beneficial Ownership Certification to the Administrative Agent and each Lender requesting one. (i) The Administrative Agent and the Lenders shall have received at least five (5) calendar days prior to the Effective Date (i) the Historical Financial Statements and (ii) the most recent Annual Statements and Quarterly Statements (for those periods ending after delivery of the most recent Annual Statements for each Insurance Subsidiary that is a Restricted Subsidiary) of each Insurance Subsidiary that is a Restricted Subsidiary as filed with the insurance regulator of such Insurance Subsidiary’s jurisdiction of domicile on or prior to such date, in each case, to the extent such reports and statements have been prepared by such Insurance Subsidiaries. (j) All of the representations and warranties contained herein or in any Loan Document shall be true and correct in all material respects on and as of the Effective Date to the same extent as though made on and as of that date, except to the extent such representations and warranties specifically relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects on and as of such earlier date; provided that, in each case, such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof. (k) No Default or Event of Default shall have occurred and be continuing on and as of the Effective Date. The Administrative Agent shall promptly notify the Borrower and the Lenders of the Effective Date, and such notice shall be conclusive and binding on all parties hereto.

Conditions to Effectiveness. This Agreement Amendment, and the obligation of each Incremental Term B Lender and each Lender providing Additional Revolving Credit Commitments, shall become effective on the date (the “Incremental 2012 Term Amendment No. 1 Effective Date”) that is the first Business Day on which when each of the following conditions are satisfied or waived (provided that Section 2 hereof may be modified to make ministerial changes to reflect the completion of the Incremental 2012 Term Effective Date in a manner as reasonably agreed between the Borrower and the Administrative Agent):shall have been satisfied: (a) the The Administrative Agent shall have received executed signature pages to this Amendment from US Holdings, the Borrower, each other Credit Party that is party to a Credit Document and Citibank, N.A., in its capacity as Administrative Agent and Collateral Agentfollowing; (bi) counterparts of this Amendment executed and delivered by a duly authorized officer of each of the conditions to effectiveness of the December 2012 Extension Amendment shall have been satisfied except with respect to the payment of the Extension Fee set forth therein; (c) the Administrative Agent shall have received (A) a certificate of an Authorized Officer of each Credit Party attaching (x) a copy of the resolutions, in form and substance reasonably satisfactory to the Administrative Agent, of the board of directors, other managers or general partner of each Credit Party (or a duly authorized committee thereof) authorizing the execution, delivery and performance of this Agreement and the December 2012 Extension Amendment and the performance of the Credit Agreement and the other Credit Documents, in each case as modified by this Agreement and the December 2012 Extension Amendment, (y) true and complete copies of the Organizational Documents of the Credit Parties (which may be incorporated by reference into such certificate to the extent the same are publicly available on the SEC’s website at ▇▇▇.▇▇▇.▇▇▇ in filings identified in such certificate), in each case certified as of the Incremental 2012 Term Effective Date by such Authorized Officer as being in full force and effect without modification or amendmentLoan Parties, (B) signature and incumbency certificates of each officer executing this Agreement and the December 2012 Extension Amendment or any other document delivered in connection herewith or therewith on behalf of each Credit Party and Incremental Revolving Lenders, (C) good standing certificates for each Credit Party for each jurisdiction in which such Credit Party is organized; andthe 2016 Incremental Term B Lenders, (D) the L/C Issuer and (E) the Swing Line Lender; (dii) consents in the form attached hereto as Exhibit A (each, a “Consent”), executed and delivered by the Required Lenders; (iii) an executed Committed Loan Notice by the Borrower; (iv) the Administrative Agent shall have received from ▇▇▇▇▇▇, ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP and legal opinions of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, counsel to the BorrowerLoan Parties, executed legal opinions covering such matters as the Administrative Agent may in form and substance reasonably request and otherwise reasonably satisfactory acceptable to the Administrative Agent; (v) a certificate as to the good standing of each Loan Party as of a recent date, from the Secretary of State of the state of its organization or a similar Governmental Authority; (vi) a certificate of a Responsible Officer of each Loan Party dated the Amendment No. 1 Effective Date and certifying (I) to the effect that (A) attached thereto is a true and complete copy of the certificate or articles of incorporation or organization such Loan Party certified as of a recent date by the Secretary of State of the state of its organization, or in the alternative (other than in the case of the Borrower), certifying that such certificate or articles of incorporation or organization have not been amended since March 22, 2013, and that the certificate or articles are in full force and effect, (B) attached thereto is a true and complete copy of the by-laws or operating agreements of each Loan Party as in effect on the Amendment No. 1 Effective Date, or in the alternative (other than in the case of the Borrower), certifying that such by-laws or operating agreements have not been amended since March 22, 2013, and that such by-laws or operating agreements are in full force and effect and (C) attached thereto is a true and complete copy of resolutions duly adopted by the board of directors, board of managers or member, as the case may be, of each Loan Party authorizing the execution, delivery and performance of the Loan Documents to which such Loan Party is a party, and that such resolutions have not been modified, rescinded or amended, and that such resolutions are in full force and effect, and (II) as to the incumbency and specimen signature of each officer executing any Loan Document on behalf of any Loan Party and signed by another officer as to the incumbency and specimen signature of the Responsible Officer executing the certificate pursuant to this clause (vi); and (vii) a solvency certificate, dated the Amendment No. 1 Effective Date, substantially in the form of Exhibit K to the Credit Agreement executed and delivered by the chief financial officer of the Borrower. (b) The Administrative Agent shall have received a certificate of a Responsible Officer to the effect that the representations and warranties set forth in Section 4 hereof are true and correct. (c) Prior to or substantially concurrently with the funding of the 2016 Incremental Term B Loans, the Borrower shall have paid (i) to each 2016 Incremental Term B Lender an amount equal to [0.50]% of the aggregate principal amount of 2016 Incremental Term B Loans made by such 2016 Incremental Term B Lender, which fee may be netted against the proceeds of 2016 Incremental Term B Loans made by such 2016 Incremental Term B Lender and (ii) to each Incremental Revolving Lender an amount equal to [0.50]% of the aggregate amount of the 2016 Incremental Revolving Credit Commitment Increase of such Incremental Revolving Lender. (d) Prior to or substantially concurrently with the Amendment No. 1 Effective Date, the Borrower shall have paid a consent fee (the “Consent Fee”) to the Administrative Agent, for the ratable account of the Applicable Lenders (as defined below), equal to 0.25% of the aggregate outstanding principal amount of Term B Loans (excluding any amount of 2016 Incremental Term B Loans) plus 0.25% of the aggregate amount of Revolving Credit Commitments (excluding any amount attributable to the 2016 Incremental Revolving Credit Commitment Increase) of the Applicable Lenders. “Applicable Lender” shall mean each Lender that has delivered a Consent prior to 5 p.m., New York City time, on April 6, 2016 or such later date and time specified by the Borrower and notified in writing to the Lenders by the Administrative Agent.

Conditions to Effectiveness. This Agreement Sixth Amendment shall become effective on the first date (the “Incremental 2012 Term Sixth Amendment Effective Date”) that is the first Business Day on upon which the following conditions are satisfied or waived have been satisfied: (provided that Section 2 hereof may be modified to make ministerial changes to reflect the completion a) each of the Incremental 2012 Term Effective Date in a manner as reasonably agreed between the Borrower and the Required Lenders shall have signed a counterpart hereof and of all other Credit Documents executed in connection herewith to which each is to be, respectively, a party (whether the same or different counterparts), and shall have delivered (including by way of facsimile or other electronic transmission) the same to the Administrative Agent):; (ab) each Subsidiary Guarantor shall have signed a counterpart of the acknowledgment attached to this Sixth Amendment (whether the same or different counterparts) and shall have delivered (including by way of facsimile or other electronic transmission) the same to the Administrative Agent; (c) no Default or Event of Default shall have occurred and be continuing both before and after giving effect to this Sixth Amendment; (d) Since December 31, 2013, there shall not have occurred a Material Adverse Effect or any event or condition that has had or could reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect; (e) the Administrative Agent shall have received executed signature pages a certificate, dated as of the Sixth Amendment Effective Date, reasonably acceptable to this Amendment from US Holdings, the Administrative Agent and signed by an Authorized Representative of the Borrower, each other Credit Party that is party to a Credit Document and Citibank, N.A., confirming the matters set forth in its capacity as Administrative Agent and Collateral AgentSection 2 hereof; (b) each of the conditions to effectiveness of the December 2012 Extension Amendment shall have been satisfied except with respect to the payment of the Extension Fee set forth therein; (cf) the Administrative Agent shall have received (A) a certificate of an Authorized Officer of each Credit Party attaching (x) a copy of certificate, dated the resolutions, in form Sixth Amendment Effective Date and substance reasonably satisfactory acceptable to the Administrative Agent, signed by an LONDON:553337.12 (A) as to the incumbency and genuineness of the board of directors, other managers or general partner signature of each Credit Party executing Credit Documents to which it is a party or (or B) that such incumbency of such Credit Party executing Credit Documents to which it is a duly authorized committee thereof) authorizing party has not changed since the execution, delivery and performance of this Agreement and the December 2012 Extension Amendment and the performance date of the Credit Agreement last certification of the same to the Administrative Agent and (ii), with respect to the other Credit DocumentsBorrower only, in each case as modified by this Agreement and the December 2012 Extension Amendmentthat (A)(I) attached thereto are true, (y) true correct and complete copies of the Organizational Documents articles or certificate of incorporation, formation or other organizational document, as applicable, of the Credit Parties (which may be incorporated by reference into such certificate to the extent the same are publicly available on the SEC’s website at ▇▇▇.▇▇▇.▇▇▇ in filings identified in such certificate)Borrower, in each case and all amendments thereto, certified as of a recent date by the Incremental 2012 Term Effective Date by appropriate governmental officials in its jurisdiction of incorporation or formation, as applicable, or (II) the articles or certificate of incorporation, formation or other organizational document, as applicable, of the Borrower, have not been amended since the date of the last certification of such Authorized Officer as being document to the Administrative Agent and is in full force and effect without modification or amendment, on the Sixth Amendment Effective Date and (B) signature resolutions duly authorized by the board of directors (or other governing body) of the Borrower authorizing and incumbency certificates of each officer executing approving the execution and delivery of, and performance under, the Credit Agreement, this Agreement Sixth Amendment and the December 2012 Extension Amendment or any other document delivered Credit Documents to which such the Borrower is a party; (g) the Administrative Agent shall have received a true, correct and complete copies of (i) an excerpt from the Luxembourg Trade and Companies Register in connection herewith or therewith on behalf of each Credit Party relation to the Borrower and (Cii) good standing certificates for each Credit Party for each jurisdiction an electronic certificat de non inscription d’une décision judiciaire (certificate as to the non-inscription of a court decision), in which such Credit Party is organized; andrelation to the Borrower, both dated on or about the date of the Sixth Amendment Effective Date; (dh) the Administrative Agent shall have received from ▇▇▇▇▇▇, ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP Luxembourg counsel (which shall be Wildgen) an opinion covering due authorization and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, counsel execution of this Sixth Amendment; (i) the Borrower shall have paid (i) to the Borrower, executed legal opinions covering such matters as the Administrative Agent may reasonably request all accrued costs, fees and otherwise reasonably satisfactory expenses (including, without limitation, reasonable fees and expenses of Shearman & Sterling LLP, Holland & Knight LLP and FTI Consulting Inc. as financial advisor to the Administrative AgentAgent (without duplication of any fees and expenses allocable to FTI Consulting Inc. under the SSCF) in connection with this Sixth Amendment for which an invoice has been provided to the Borrower at least two Business Days before the anticipated Sixth Amendment Effective Date (which invoice may include a reasonable estimate of anticipated fees and expenses through the Effective Date) and (ii) an amendment fee in an aggregate amount equal to $390,000, which the Administrative Agent shall distribute pro rata to the Lenders that have consented to this Sixth Amendment. (j) The Borrower shall have prepaid Loans in an aggregate principal amount of $25,000,000 as a voluntary prepayment in accordance with Section 5.01 of the Credit Agreement and terminated the Commitments in respect thereof in accordance with Section 4.02 so that, upon giving effect to such prepayment and termination of Commitments, the Total Commitment is $475,000,000. LONDON:553337.12