Common use of Conditions to Effectiveness Clause in Contracts

Conditions to Effectiveness. This Amendment shall become effective as of the date first written above (the “Amendment Effective Date”) when, and only when, each of the following conditions is satisfied (or waived in accordance with Section 10.1 of the Credit Agreement): (a) the Administrative Agent shall have received counterparts of this Amendment duly executed and delivered by the Borrower, the Administrative Agent, each Issuing Bank and each Bank; (b) the Administrative Agent shall have received (i) all fees required to be paid by the Borrower pursuant to fee letters executed and delivered by the Borrower in connection with the Amended Credit Agreement and (ii) all reasonable out-of-pocket expenses required to be paid by the Borrower to the Administrative Agent pursuant to Section 10.5 of the Credit Agreement for which reasonably detailed invoices have been presented to the Borrower on or before the date that is one Business Day prior to the date hereof; (c) the Administrative Agent shall have received an executed legal opinion, dated as of the Amendment Effective Date, of (i) ▇▇▇▇▇ ▇▇▇▇▇ L.L.P., special counsel to the Borrower, and (ii) the general counsel or an associate general counsel and assistant corporate secretary (or its equivalent) of the Borrower, in each case reasonably satisfactory to the Administrative Agent; (d) the Administrative Agent shall have received a certificate dated as of the Amendment Effective Date of the Secretary or Assistant Secretary of the Borrower certifying (i) the resolutions of the Board of Directors of the Borrower approving and authorizing the execution, delivery and performance by the Borrower of this Amendment and (ii) that all material authorizations, approvals and consents required to be obtained by the Borrower prior to the Amendment Effective Date in connection with its execution, delivery and performance of this Amendment have been obtained and are in full force and effect; and (e) the conditions precedent set forth in Section 5.3 of the Credit Agreement shall have been satisfied.

Conditions to Effectiveness. This Amendment shall become effective as of the date first above written above (the “Amendment Effective Date”) when, and only when, each of the following conditions is have been satisfied (or waived by the Administrative Agent and the Lenders party hereto in accordance with Section 10.1 of the Credit Agreementtheir sole discretion): (a) the The Administrative Agent shall have received counterparts received, in immediately available funds, to the extent invoiced prior to the Amendment Effective Date, reimbursement or payment of this Amendment duly executed and delivered by the Borrower, the Administrative Agent, each Issuing Bank and each Bank; (b) the Administrative Agent shall have received (i) all fees required to be paid by the Borrower pursuant to fee letters executed and delivered by the Borrower in connection with the Amended Credit Agreement and (ii) all reasonable out-of-pocket costs and expenses of the Administrative Agent (including, but not limited to, the reasonable fees and expenses of counsel (including, but not limited to, one local counsel and any specialist counsel in each relevant jurisdiction) to the Administrative Agent) required to be reimbursed or paid by the Borrower to the Administrative Agent pursuant to Section 10.5 of the Credit Agreement for which reasonably detailed invoices have been presented to the Borrower on hereunder or before the date that is one Business Day prior to the date hereof;under any other Loan Document. (cb) the The Administrative Agent shall have received an executed legal opinionthe following documents, each document being dated the date of receipt thereof by the Administrative Agent (which date shall be the same for all such documents, except as of the Amendment Effective Date, of (i) ▇▇▇▇▇ ▇▇▇▇▇ L.L.P., special counsel to the Borrower, and (ii) the general counsel or an associate general counsel and assistant corporate secretary (or its equivalent) of the Borrowerotherwise specified below), in each case reasonably form and substance satisfactory to the Administrative Agent: (i) either (A) counterparts of this Amendment duly executed by the Borrower, the Lenders, the Administrative Agent, and the Fronting Banks or (B) written evidence satisfactory to the Administrative Agent that such parties have signed counterparts of this Amendment; (dii) the Administrative Agent shall have received a certificate dated as certified copies of the Amendment Effective Date of the Secretary or Assistant Secretary of the Borrower certifying (iA) the resolutions of the Board of Directors of the Borrower approving this Amendment and authorizing the Credit Agreement and (B) all documents evidencing any other necessary corporate action with respect to this Amendment and the Credit Agreement; (iii) a certificate of the Secretary or an Assistant Secretary of the Borrower certifying (A) the names and true signatures of the officers of the Borrower authorized to sign this Amendment and the other documents to be delivered hereunder, (B) that attached thereto are true and correct copies of the Organizational Documents of the Borrower, in each case as in effect on such date, and (C) that true and correct copies of all governmental and regulatory authorizations and approvals required for the due execution, delivery and performance by the Borrower of this Amendment and the Credit Agreement have previously been delivered to the Administrative Agent and remain in full force and effect on such date; (iiiv) a certificate of an Authorized Officer of the Borrower (the statements in which shall be true) certifying that, both before and after giving effect to this Amendment, (A) no event has occurred and is continuing that constitutes an Event of Default or an Unmatured Default with respect to the Borrower and (B) all representations and warranties of the Borrower contained in the Credit Agreement and each other Loan Document to which the Borrower is a party are true and correct in all material authorizationsrespects (or in the case of any representation or warranty already qualified by materiality, approvals true and consents correct in all respects) on and as of the Amendment Effective Date, as though made on and as of such date (other than any such representation or warranty that by its terms refers to a specific date, in which case such representation and warranty shall be true and correct as of such specific date); and (v) an opinion of ▇▇▇▇▇▇, ▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, special counsel for the Borrower. (c) The Administrative Agent shall have received all documentation and information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including, without limitation, the Patriot Act and the Beneficial Ownership Regulation, to be obtained the extent such documentation or information is requested by the Borrower Administrative Agent on behalf of any Lender prior to the Amendment Effective Date in connection with its execution, delivery and performance of this Amendment have been obtained and are in full force and effect; and (e) the conditions precedent set forth in Section 5.3 of the Credit Agreement shall have been satisfiedDate.

Conditions to Effectiveness. This Amendment shall become effective as The effectiveness of this Agreement is subject to the date first written above (the “Amendment Effective Date”) when, and only when, each satisfaction or waiver of the following conditions is satisfied (or waived in accordance with Section 10.1 of the Credit Agreement):precedent: (a) The Administrative Agent’s receipt of the following: (i) counterparts of this Agreement executed by a Responsible Officer of each Loan Party and by each of the other parties to this Agreement; (ii) (A) the Audited Financial Statements; (B) the Quarterly Financial Statements (if any); and (C) the Pro Forma Balance Sheet, in each case, which the Administrative Agent shall have received counterparts promptly deliver to any requesting Lender; and (iii) at least three Business Days prior to the execution and delivery of this Amendment duly executed Agreement, all documentation and delivered other information required by regulatory authorities with respect to the Loan Parties reasonably requested by the BorrowerLenders at least 10 Business Days prior to the execution and delivery of this Agreement under applicable “know your customer” and anti-money laundering rules and regulations, including the USA Patriot Act, which documentation and other information the Administrative Agent, each Issuing Bank and each Bank;Agent shall promptly deliver to any requesting Lender. (b) All fees required to be paid to the Administrative Agent Agents, Syndication Agent, Documentation Agents, Senior Co-Manager, Co-Manager and Arrangers on or before the date of execution and delivery of this Agreement shall have received been paid; (iii) all fees required to be paid by the Borrower pursuant to fee letters executed and delivered by the Borrower in connection with the Amended Credit Agreement and (ii) all reasonable out-of-pocket expenses required to be paid by the Borrower to the Administrative Agent pursuant to Section 10.5 of the Credit Agreement for which reasonably detailed invoices have been presented to the Borrower Lenders on or before the date that is one of execution and delivery of this Agreement shall have been paid; and (iii) all out-of- pocket expenses of the Agents (including the reasonable fees, charges and disbursements of counsel to the Agents) required to be paid or reimbursed by the Borrower on the date of execution and delivery of this Agreement shall have been paid, to the extent invoiced at least three Business Day Days prior to the date hereof; (c) the Administrative Agent shall have received an executed legal opinion, dated as of the Amendment Effective Date, of (i) ▇▇▇▇▇ ▇▇▇▇▇ L.L.P., special counsel to the Borrower, execution and (ii) the general counsel or an associate general counsel and assistant corporate secretary (or its equivalent) of the Borrower, in each case reasonably satisfactory to the Administrative Agent; (d) the Administrative Agent shall have received a certificate dated as of the Amendment Effective Date of the Secretary or Assistant Secretary of the Borrower certifying (i) the resolutions of the Board of Directors of the Borrower approving and authorizing the execution, delivery and performance by the Borrower of this Amendment and (ii) that all material authorizations, approvals and consents required to be obtained by the Borrower prior to the Amendment Effective Date in connection with its execution, delivery and performance of this Amendment have been obtained and are in full force and effect; and (e) the conditions precedent set forth in Section 5.3 of the Credit Agreement shall have been satisfiedAgreement.

Conditions to Effectiveness. This Amendment shall become effective on the date (such date, the “Amendment No. 8 Effective Date”) upon which each of the conditions precedent set forth below have been satisfied: 6.1 The Successor Agent and the Required Lenders shall have received a counterpart of this Amendment signed by each of the Successor Agent, the Required Lenders and the Borrower. 6.2 The Successor Agent (A) shall have received that certain Fee Letter, dated as of the date first written above hereof (the “Amendment Effective DateSuccessor Agent Fee Letter”) when), and only when, each of the following conditions is satisfied (or waived in accordance with Section 10.1 of the Credit Agreement): (a) the Administrative Agent shall have received counterparts of this Amendment duly executed and delivered by a duly authorized officer of the Borrower, the Administrative Agent, each Issuing Bank Borrower and each Bank; (bB) the Administrative Agent shall have received (i) all fees required to be paid by from the Borrower payment in immediately available funds of any amounts payable on the date hereof pursuant to fee letters executed the terms of the Successor Agent Fee Letter, and delivered by any other amounts payable on the Borrower date hereof to it as Successor Agent in connection accordance with the Amended Credit Agreement and (ii) Agreement, including all reasonable and documented out-of-pocket third-party fees and expenses incurred by the Successor Agent in connection with this Amendment and the transactions contemplated hereby, including, without limitation, reasonable and documented out-of-pocket attorneys’ fees and expenses incurred by the Successor Agent in connection with this Amendment. 6.3 All fees (including, without limitation, all fees, charges and disbursements of counsel to the Resigning Agent) due to the Resigning Agent to the extent invoiced at least two (2) Business Days prior to the Amendment No. 8 Effective Date (except as otherwise reasonably agreed by the Borrower), required to be paid by on the Borrower to the Administrative Agent pursuant to Section 10.5 Amendment No. 8 Effective Date and (y) all fees and expenses of the Credit Agreement for which reasonably detailed invoices have been presented to the Borrower on or before the date that is one Business Day prior to the date hereof; (c) the Administrative Agent shall have received an executed legal opinionAd Hoc Group Advisors, dated as of the Amendment Effective Date, of (i) ▇▇▇▇▇ ▇▇▇▇▇ L.L.P., special counsel to the Borrower, and (ii) the general counsel or an associate general counsel and assistant corporate secretary (or its equivalent) of the Borrower, in each case reasonably satisfactory to the Administrative Agent; (d) the Administrative Agent shall have received a certificate dated as of the Amendment Effective Date of the Secretary or Assistant Secretary of the Borrower certifying (i) the resolutions of the Board of Directors of the Borrower approving and authorizing the execution, delivery and performance by the Borrower of this Amendment and (ii) that all material authorizations, approvals and consents required to be obtained by the Borrower prior to the Amendment Effective Date in connection with its execution, delivery and performance of this Amendment have been obtained and are in full force and effect; and (e) the conditions precedent set forth in Section 5.3 of the Credit Agreement shall have been satisfiedpaid on Amendment No. 8 Effective Date.

Conditions to Effectiveness. This Amendment (including the Amended Credit Agreement) shall become effective as of when the date first written above following conditions have been satisfied or waived (the “Amendment Effective Date”) when, and only when, each of the following conditions is satisfied (or waived in accordance with Section 10.1 of the Credit Agreement): (a) the The Administrative Agent shall have received counterparts (or written evidence satisfactory to the Administrative Agent (which may include a facsimile or other electronic transmission) that such party has signed a counterpart) of this Amendment duly executed and delivered by the Borrower(i) each Loan Party, (ii) the Administrative Agent, each Issuing Bank (iii) the Swing Line Lender and each Bank;(iv) the Lenders constituting at least the Requisite Lenders under the Existing Credit Agreement, in the case of this clause (iv), prior to 5:00 p.m., New York City time, on December 9, 2015 (the “Consent Deadline”). (b) The Replacement Lenders shall have, immediately prior to the effectiveness of this Amendment, paid to each Non-Consenting Lender all amounts required to be paid by the applicable Replacement Lender pursuant to Section 11.1(c) of the Existing Credit Agreement in order to give effect to the transaction contemplated by Section 2(c) of this Amendment. (c) The Borrower shall have paid all fees and reasonable expenses (including, without limitation, reasonable fees and expenses of counsel) of the First Amendment Arrangers, the Administrative Agent and the Lenders, as applicable, to the extent required pursuant to Section 11.3 of the Existing Credit Agreement or the First Amendment Engagement Letter, as applicable, and invoiced to the Borrower on or before the Effective Date. (d) The Administrative Agent shall have received written opinions of Weil, Gotshal & ▇▇▇▇▇▇ LLP and counsel to the Loan Parties in each of the jurisdictions listed on Schedule 3.1(a) to the Existing Credit Agreement, in each case, addressed to the Administrative Agent, the Issuers and the Lenders and in form and substance reasonably satisfactory to the Administrative Agent (and each Loan Party hereby instructs such counsel to deliver such opinions to the Administrative Agent). (e) The Administrative Agent shall have received (i) all fees required to be paid copies of each Constituent Document of each Loan Party, certified as of a recent date by the Borrower pursuant Secretary of State of the state of organization of such Loan Party, together with certificates of such official attesting to fee letters executed and delivered by the Borrower in connection with the Amended Credit Agreement and good standing of each such Loan Party; (ii) all reasonable out-of-pocket expenses required to be paid by the Borrower to the Administrative Agent pursuant to Section 10.5 of the Credit Agreement for which reasonably detailed invoices have been presented to the Borrower on or before the date that is one Business Day prior to the date hereof; (c) the Administrative Agent shall have received an executed legal opinion, dated as of the Amendment Effective Date, of (i) ▇▇▇▇▇ ▇▇▇▇▇ L.L.P., special counsel to the Borrower, and (ii) the general counsel or an associate general counsel and assistant corporate secretary (or its equivalent) of the Borrower, in each case reasonably satisfactory to the Administrative Agent; (d) the Administrative Agent shall have received a certificate dated as of the Amendment Effective Date of the Secretary or an Assistant Secretary of each Loan Party certifying the Borrower certifying names and true signatures of each officer of such Loan Party that has been authorized to execute and deliver this Amendment or any other Loan Document required to be delivered hereunder and (iiii) the resolutions of the such Loan Party’s Board of Directors of the Borrower (or equivalent governing body) approving and authorizing the execution, delivery and performance by the Borrower of this Amendment and (ii) that all material authorizationsthe other Loan Documents to which it is a party, approvals and consents required to be obtained by certified as of the Borrower prior to the Amendment Effective Date in connection with by its execution, delivery and performance of this Amendment have been obtained and are Secretary or an Assistant Secretary as being in full force and effecteffect without modification or amendment; andprovided that, in lieu of delivering the Constituent Documents required by clause (i), the Borrower may deliver a certificate of an Responsible Officer certifying that there have been no amendments to those Constituent Documents previously delivered to the Administrative Agent in connection with the Existing Credit Agreement. (ef) the conditions precedent set forth in Section 5.3 The Administrative Agent shall have received a certificate of the Chief Financial Officer of the Borrower, stating that the Borrower and its Subsidiaries are Solvent on a Consolidated basis, after giving effect to the transactions to occur on the date hereof, including the incurrence of the 2015 Incremental Term Loans and the use of proceeds thereof. (g) No Default or an Event of Default shall have occurred and be continuing. (h) The representations and warranties contained in Article IV of the Amended Credit Agreement and in the other Loan Documents shall be true and correct in all material respects (without duplication of any materiality qualifier contained therein) on and as of the Effective Date with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall have been satisfiedtrue and correct in all material respects (without duplication of any materiality qualifier contained therein) as of such earlier date. (i) The Administrative Agent shall have received a fully executed and delivered Borrowing Notice with respect to the 2015 Incremental Term Loans. (j) To the extent requested in writing to the Borrower at least 5 Business Days prior to the Effective Date, the Replacement Lenders shall have received, at least three days prior to the Effective Date, all documentation and other information relating to the Loan Parties required by bank regulatory authorities under applicable “know-your-customer” and anti-money laundering rules and regulations, including the PATRIOT Act.

Conditions to Effectiveness. This Sections 1 and 2 of this Amendment shall become effective as only upon the prior satisfaction of the date first written above (the “Amendment Effective Date”) when, and only when, each all of the following conditions is satisfied precedent (or waived in accordance with Section 10.1 the date of satisfaction of such conditions being referred to herein as the Credit Agreement"Third Amendment Effective Date"): (a) The Borrower shall have delivered to the Administrative Agent shall have received counterparts executed copies of this Amendment duly executed and delivered by the Borrower, the Administrative Agent, each Issuing Bank and each Bank;Amendment. (b) The Required Lenders, the Agents and the Issuing Lender shall have each delivered to the Administrative Agent an executed original or facsimile of a counterpart of this Amendment. (c) The Borrower shall have received delivered to the Administrative Agent executed copies of all documents, instruments and agreements, if any, required in order for the Borrower and its Subsidiaries to be in full compliance with the requirements of subsection 6.10 of the Credit Agreement as of the Third Amendment Effective Date (without giving effect to the thirty (30) day delivery period referenced in such subsection 6.10, but after giving effect to any acquisitions that are consummated on or prior to such date); provided that (i) all fees any Mortgages (and related documentation), (ii) legal opinions and (iii) security documentation regarding newly-acquired Intellectual Property required to be paid by the Borrower pursuant to fee letters executed and delivered by the Borrower in connection with the Amended Credit Agreement and (ii) all reasonable out-of-pocket expenses required to be paid by the Borrower to the Administrative Agent pursuant to Section 10.5 of the Credit Agreement for which reasonably detailed invoices have been presented this subsection (c) may be delivered to the Borrower Administrative Agent within thirty (30) days after the Third Amendment Effective Date. Filings of UCC financing statements may also be accomplished during such thirty (30) day period, provided that they are executed and delivered to the Administrative Agent on or before the date that is one Business Day prior to the date hereof; Third Amendment Effective Date. The time periods set forth in this subsection (c) may be extended by the Agents in their discretion, with notice thereof to each of the Lenders. (d) The Administrative Agent shall have received an executed legal opinionevidence satisfactory to the Administrative Agent that the Boards of Directors of Holdings and the Borrower have duly authorized the execution, dated as of the Amendment Effective Date, delivery and performance of (i) this Amendment, (ii) the acquisition of Southern California Microwave, Inc. and the assets of the satellite transmission services division of California Microwave, Inc. and (iii) any other agreements and documents to be delivered to the Administrative Agent on the Third Amendment Effective Date. (e) The Administrative Agent shall have received evidence satisfactory to the Administrative Agent that the Board of Directors of Southern California Microwave, Inc. has duly authorized the execution, delivery and performance of the Subsidiary Guarantees and the Subsidiary Pledge and Security Agreement. (f) The Administrative Agent shall have received a legal opinion addressed to the Agents, the Arranger, the Lenders and the Issuing Bank from ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ L.L.P.& ▇▇▇▇▇▇▇▇, special counsel to the Borrower, in form and (ii) the general counsel or an associate general counsel and assistant corporate secretary (or its equivalent) of the Borrower, in each case substance reasonably satisfactory to the Administrative Agent;. (dg) the Administrative Agent The Borrower shall have received a certificate dated executed Revolving Credit Notes for the benefit of each Revolving Credit Lender in such amount as of the Amendment Effective Date of the Secretary or Assistant Secretary of the Borrower certifying (i) the resolutions of the Board of Directors of the Borrower approving and authorizing the execution, delivery and performance by the Borrower of this Amendment and (ii) that all material authorizations, approvals and consents required to be obtained by the Borrower prior to the Amendment Effective Date in connection with its execution, delivery and performance of this Amendment have been obtained and are in full force and effect; and (e) the conditions precedent set forth in Section 5.3 of across from such Revolving Credit Lender's name on Schedule I to the Credit Agreement shall have been satisfied(as amended pursuant to this Amendment).

Conditions to Effectiveness. This Amendment Agreement shall become be effective as of upon the date first written above (the “Amendment Effective Date”) when, and only when, each satisfaction of the following conditions is satisfied (or waived in accordance with Section 10.1 of the Credit Agreement):precedent: (a) The Administrative Agent’s receipt of the following, each of which shall be originals or facsimiles (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the Borrower, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance reasonably satisfactory to the Administrative Agent shall have received and its legal counsel: (i) executed counterparts of this Amendment duly executed and delivered Agreement by the Borrower, the Administrative Agent, each Issuing Bank Lender and each Bankthe Borrower; (bii) the Administrative Agent shall have received (i) all fees required to be paid by the Borrower pursuant to fee letters Notes executed and delivered by the Borrower in connection with favor of each Lender requesting a Note; (iii) copies of the Amended Credit Agreement and (ii) all reasonable out-of-pocket expenses required Organization Documents of the Borrower certified to be paid true and complete as of a recent date by the appropriate Governmental Authority of the state of its incorporation, and certified by a secretary or assistant secretary of the Borrower to be true and correct as of the Closing Date; (iv) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of the Borrower as the Administrative Agent pursuant may reasonably require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to Section 10.5 of act as a Responsible Officer in connection with this Agreement and the Credit Agreement for other Loan Documents to which reasonably detailed invoices have been presented to the Borrower on or before the date that is one Business Day prior to the date hereofa party; (cv) such documents and certifications as the Administrative Agent shall have received an executed legal opinionmay reasonably require to evidence that the Borrower is duly incorporated, dated as and that the Borrower is validly existing, in good standing and qualified to engage in business in its state of the Amendment Effective Date, incorporation; (vi) favorable opinions of (i) Shearman & Sterling LLP and ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ L.L.P.LLP, special counsel to the Borrower, addressed to the Administrative Agent and (ii) the general counsel or an associate general counsel and assistant corporate secretary (or its equivalent) each Lender, dated as of the BorrowerClosing Date, and in each case form and substance reasonably satisfactory to the Administrative Agent;; and (vii) a certificate signed by a Responsible Officer of the Borrower certifying (A) the current Debt Ratings and (B) that attached thereto is a true, complete and correct copy of the Rockwood Acquisition Agreement. (b) Any fees required to be paid on or before the Closing Date shall have been paid. (c) [Reserved]. (d) The Borrower shall have paid all Attorney Costs of the Administrative Agent to the extent invoiced prior to or on the Closing Date, plus such additional amounts of Attorney Costs as shall constitute its reasonable estimate of Attorney Costs incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between the Borrower and the Administrative Agent). (e) At least three Business Days prior to the Closing Date, the Administrative Agent and the Lenders shall have received all documentation and other information about the Borrower, Rockwood and their respective Subsidiaries as has been reasonably requested by the Administrative Agent or the Arranger in writing at least 10 Business Days prior to the Closing Date and that they reasonably determine is required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the PATRIOT Act. Without limiting the generality of the provisions of the last paragraph of Section 10.03, for purposes of determining compliance with the conditions specified in this Section 5.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received a certificate dated as of the Amendment Effective Date of the Secretary or Assistant Secretary of the Borrower certifying (i) the resolutions of the Board of Directors of the Borrower approving and authorizing the execution, delivery and performance by the Borrower of this Amendment and (ii) that all material authorizations, approvals and consents required to be obtained by the Borrower notice from such Lender prior to the Amendment Effective proposed Closing Date in connection with specifying its execution, delivery and performance of this Amendment have been obtained and are in full force and effect; and (e) the conditions precedent set forth in Section 5.3 of the Credit Agreement shall have been satisfiedobjection thereto.

Conditions to Effectiveness. This Amendment Agreement shall become effective as of on the date first written above (Effective Date and enforceable against the “Amendment Effective Date”) when, and only when, each parties hereto upon the occurrence of the following conditions is satisfied (which may occur prior to or waived in accordance concurrently with Section 10.1 the closing of the Credit this Agreement):: (a) the Administrative Agent shall have received counterparts of this Amendment duly executed and delivered by the Borrower, the Administrative Agent, each Issuing Bank and each Bank; (b) the The Administrative Agent shall have received (i) all fees required to be paid this Agreement executed by duly authorized officers of the Borrower pursuant to fee letters executed Parent, the Borrower, each Guarantor, the Administrative Agent, and delivered by the Borrower in connection with the Amended Credit Agreement Lenders, and (ii) all reasonable out-of-pocket expenses required to be paid by the Borrower to the Administrative Agent pursuant to Section 10.5 of the Credit Agreement for which reasonably detailed invoices have been presented to the Borrower on or before the date that is one Business Day prior to the date hereof; (c) the Administrative Agent shall have received an executed legal opinion, certain fee letter dated as of the Amendment Effective Date, of (i) date hereof among ▇▇▇▇▇ ▇▇▇▇▇ L.L.P.Fargo Securities, special counsel LLC, the Borrower, and the Parent (the “Amendment No. 5 Fee Letter”); (b) To the extent the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation (as defined in the Credit Agreement, as amended hereby), any Lender that has requested, in a written notice to the BorrowerBorrower at least 7 days prior to the Effective Date, a Beneficial Ownership Certification (as defined in the Credit Agreement, as amended hereby) in relation to the Borrower shall have received such Beneficial Ownership Certification (provided that, upon the execution and delivery by such Lender of its signature page to this Agreement, the condition set forth in this clause (b) shall be deemed to be satisfied); and (c) The Borrower shall have paid (i) all fees and expenses of the Administrative Agent’s outside legal counsel pursuant to all invoices presented for payment prior to the Effective Date (unless the Administrative Agent consents to the payment of such fees post-closing), and (ii) the general counsel or an associate general counsel and assistant corporate secretary (or its equivalent) of the Borrower, in each case reasonably satisfactory to the Administrative Agent; (d) the Administrative Agent shall have received a certificate dated as of fees required under the Amendment Effective Date of the Secretary or Assistant Secretary of the Borrower certifying (i) the resolutions of the Board of Directors of the Borrower approving and authorizing the execution, delivery and performance by the Borrower of this Amendment and (ii) that all material authorizations, approvals and consents required to be obtained by the Borrower prior to the Amendment Effective Date in connection with its execution, delivery and performance of this Amendment have been obtained and are in full force and effect; and (e) the conditions precedent set forth in Section 5.3 of the Credit Agreement shall have been satisfiedNo. 5 Fee Letter.

Conditions to Effectiveness. This Amendment shall become effective as of the date first written above (the “Amendment Effective Date”) when, and only when, each of the following conditions is satisfied (or waived in accordance with Section 10.1 of the Credit Agreement):, (a) the Administrative Agent shall have received received: (i) counterparts of this Amendment duly executed and delivered by each party hereto; (ii) an opinion of counsel to the Borrower, Borrower addressed to the Administrative Agent, each Issuing Bank Agent and each BankLender party to the Amended Credit Agreement, in form and substance reasonably satisfactory to the Administrative Agent as to such customary matters regarding this Amendment and the Amended Credit Agreement as the Administrative Agent may reasonably request; (iii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of the secretary or an assistant secretary of the General Partner or the Delegate, as the Administrative Agent may require to establish the identities of and verify the authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Amendment and the Amended Credit Agreement; (iv) a certificate dated as of the date hereof signed by a Responsible Officer of the Borrower certifying as to the matters set forth in Section 5(a) and Section 5(b) above; (v) such evidence as the Administrative Agent may reasonably request to verify that the Borrower is duly organized or formed, validly existing and in good standing in the jurisdiction where organized; and (b) the Administrative Agent Borrower shall have received (i) paid all fees required it has agreed to be paid by the Borrower pursuant to fee letters executed and delivered by the Borrower pay in connection with this Amendment, including, without limitation, the Amended Credit Agreement fees set forth in that certain fee letter dated June 18, 2015, by and among the Borrower, JPMorgan Chase Bank, N.A. and ▇.▇. ▇▇▇▇▇▇ Securities LLC, and (ii) reimbursed or paid, to the extent timely invoiced to, and reviewed by, the Borrower, all reasonable out-of-pocket expenses required to be reimbursed or paid by the Borrower to the Administrative Agent pursuant to Section 10.5 of under the Credit Agreement for which reasonably detailed invoices have been presented to the Borrower on or before the date that is one Business Day prior to the date hereof; (c) the Administrative Agent shall have received an executed legal opinion, dated as of the Amendment Effective Date, of (i) ▇▇▇▇▇ ▇▇▇▇▇ L.L.P., special counsel to the Borrower, and (ii) the general counsel or an associate general counsel and assistant corporate secretary (or its equivalent) of the Borrower, in each case reasonably satisfactory to the Administrative Agent; (d) the Administrative Agent shall have received a certificate dated as of the Amendment Effective Date of the Secretary or Assistant Secretary of the Borrower certifying (i) the resolutions of the Board of Directors of the Borrower approving and authorizing the execution, delivery and performance by the Borrower of this Amendment and (ii) that all material authorizations, approvals and consents required to be obtained by the Borrower prior to the Amendment Effective Date in connection with its execution, delivery and performance of this Amendment have been obtained and are in full force and effect; and (e) the conditions precedent set forth in Section 5.3 of the Credit Agreement shall have been satisfiedAgreement.

Conditions to Effectiveness. This Amendment shall become effective as The effectiveness of this Agreement and the obligation of the Lenders to consent to the assignment of the Existing Loans from AMD and AMDISS to the Borrower is subject to the following conditions precedent having been satisfied in a manner satisfactory to the Agent and each Lender (such date first written above (the “Amendment Effective Date”) when, and only when, each on which all of the following conditions is satisfied (or waived in accordance with Section 10.1 of are and remain satisfied, the Credit Agreement“Closing Date”): (a) This Agreement, the Administrative Agent Parent Guaranties, the AMD Security Agreement and the other Loan Documents shall have received counterparts of this Amendment duly been executed and delivered by each party thereto and/or assigned to the Borrower, Borrower as contemplated in the Administrative Agent, each Issuing Bank and each Bank;Assignment Agreement. (b) The Parents or the Administrative Agent Borrower shall have received (i) paid all fees required due and payable to GECC and the Lenders as of the Closing Date, which fees shall be paid by nonrefundable, and all fees and expenses of the Borrower pursuant to fee letters executed Agent and delivered by the Borrower reasonable Attorney Costs incurred in connection with any of the Amended Credit Agreement Loan Documents and (ii) all reasonable out-of-pocket expenses required to be paid by the Borrower transactions contemplated thereby to the Administrative Agent pursuant to Section 10.5 of the Credit Agreement for which reasonably detailed invoices have been presented to the Borrower on or before the date that is one Business Day prior to the date hereof;extent invoiced. (c) the Administrative The Agent shall have received an executed legal opinionreceived: (i) Copies of the resolutions of the Board of Managers of the Borrower authorizing the transactions contemplated hereby, dated certified as of the Amendment Effective Date, Closing Date by the Secretary or an Assistant Secretary of (i) ▇▇▇▇▇ ▇▇▇▇▇ L.L.P., special counsel to the Borrower, and ; (ii) the general counsel or an associate general counsel and assistant corporate secretary (or its equivalent) of the Borrower, in each case reasonably satisfactory to the Administrative Agent; (d) the Administrative Agent shall have received a A certificate dated as of the Amendment Effective Date of the Secretary or Assistant Secretary of the Borrower, dated the Closing Date, certifying the names, titles and true signatures of the officer or officers of the Borrower certifying authorized to execute, deliver and perform, as applicable, this Agreement, and all other Loan Documents to be delivered by it hereunder; and (iii) the Certificate of Formation and the Operating Agreement, certified by the Secretary or Assistant Secretary of the Borrower as of the Closing Date. (d) All representations and warranties made hereunder and in the other Loan Documents shall be true and correct as of the Closing Date as if made on such date. (e) No Default or Event of Default shall exist on the Closing Date, or would exist after giving effect to the assumption of the Existing Loans. (f) A certificate signed by a Responsible Officer of the Borrower, dated as of the Closing Date, stating that: (A) the representations and warranties contained in Article VIII are true and correct on and as of such date, (B) no Default or Event of Default exists, and (C) since December 29, 2002, no event or circumstance that has resulted or could reasonably be expected to result in a Material Adverse Effect; (g) All material conditions precedent to the closing of the transactions under the Contribution Agreement shall have been satisfied; (h) The Agent and the Lenders shall have received such opinions of counsel for the Borrower as the Agent or any Lender shall request, each such opinion to be in a form, scope, and substance satisfactory to the Agent, the Lenders, and their respective counsel. (i) The Agent shall have received, in form and substance satisfactory to it: (i) evidence that all filings, registrations and recordings have been made in the resolutions appropriate governmental offices, and all other action has been taken, which shall be necessary to create and/or continue, in favor of the Board of Directors Agent on behalf of the Borrower approving Lenders, a perfected first priority Lien on the Collateral (subject only to Permitted Liens) and authorizing a second priority Lien on the executioncollateral granted pursuant to the AMD Security Agreement, delivery including evidence of recordation of an amendment to the Deed of Trust (which may consist of a written or telephonic confirmation from the title insurance company), and performance by amendments to UCC financing statements filed in connection with the Borrower of this Amendment and Existing Loan Agreement, in each case in the appropriate governmental offices; (ii) evidence that all material authorizationsthe Liens on the Collateral granted to the Agent on behalf of the Lenders are subject only to Permitted Liens, approvals including the results of searches conducted in the UCC filing records in each of the governmental offices in which UCC-1 financing statements shall have been filed; (iii) an endorsement to the title insurance policy (or a binding commitment therefor) for the Deed of Trust (A) issued by a title insurance company of recognized standing satisfactory to the Agent, (B) on an ALTA lender’s extended coverage policy, in an amount and consents required form satisfactory to be obtained the Agent, (C) naming the Agent, for the ratable benefit of the Lenders, as the insured thereunder, (D) insuring that the Deed of Trust insured thereby as assigned by AMD to the Borrower prior continues to creates a valid first priority Lien on the property covered by such Deed of Trust, subject to no other Liens, other than Permitted Liens, and to no other exceptions, other than those satisfactory to the Amendment Effective Date Agent, and (E) containing such endorsements and affirmative coverage as the Agent or any Lender (through the Agent) may reasonably request; (iv) such surveys, appraisals, consents of landlords, estoppels from landlords, tenant subordination agreements and other documents and instruments in connection with its execution, delivery assignment of the Deed of Trust pursuant to the Contribution Agreement as shall reasonably be deemed necessary by the Agent or any Lender; and (v) evidence that all insurance required under this Agreement and performance of this Amendment have been obtained and are the Collateral Documents is in full force and effect; (j) [Reserved] (k) The Agent shall have received a good standing and tax good standing certificate for the Borrower and AMD from the Secretary of State of Delaware, California and Texas as of a recent date, together with a bring-down certificate by facsimile dated the Closing Date, if requested by the Agent; (l) The Borrower shall have delivered to the Agent the completed Schedules to this Agreement in form and substance reasonably satisfactory to the Agent; and (em) All proceedings taken in connection with the execution of this Agreement, all other Loan Documents and all documents and papers relating thereto shall be reasonably satisfactory in form, scope, and substance to the Agent and the Lenders. The acceptance and assumption by the Borrower of the Existing Loans shall be deemed to be (i) a representation and warranty made by the Borrower to the effect that all of the conditions precedent to the assumption of such Existing Loans have been satisfied, and (ii) a reaffirmation of the granting and continuance of Agent’s Liens, on behalf of itself and the Lenders, pursuant to the Collateral Documents, in each case with the same effect as delivery to the Agent and the Lenders of a certificate signed by a Responsible Officer of the Borrower, dated such date, to such effect. Execution and delivery to the Agent by a Lender of a counterpart of this Agreement shall be deemed confirmation by such Lender that (i) all conditions precedent in this Section 10.1 have been fulfilled to the satisfaction of such Lender and (ii) the conditions decision of such Lender to execute and deliver to the Agent an executed counterpart of this Agreement was made by such Lender independently and without reliance on the Agent or any other Lender as to the satisfaction of any condition precedent set forth in this Section 5.3 of the Credit Agreement shall have been satisfied10.1.

Conditions to Effectiveness. This Amendment shall Agreement will become effective as of on the first date first written above (the “First Amendment Effective Date”) when, and only when, each of on which the following conditions is satisfied (or waived in accordance with Section 10.1 of the Credit Agreement):are satisfied: (a) the A. The Administrative Agent shall have received counterparts of this Amendment duly Agreement executed and delivered by the Borrower, the Guarantor, each Lender and the Administrative Agent, each Issuing Bank and each Bank;. (b) the B. The Administrative Agent shall have received (i) all fees required to be paid a First Amended and Restated Revolving Credit Note made by the Borrower pursuant and payable to fee letters executed and delivered by the Borrower in connection with the Amended Credit Agreement and (ii) all reasonable out-of-pocket expenses required to be paid by the Borrower to the Administrative Agent pursuant to Section 10.5 of the Credit Agreement for which reasonably detailed invoices have been presented to the Borrower on or before the date that is one Business Day prior to the date hereof;each Lender. (c) the C. The Administrative Agent shall have received an a duly executed legal opinion, dated as Notice of the Amendment Effective Date, of (i) ▇▇▇▇▇ ▇▇▇▇▇ L.L.P., special counsel Borrowing with respect to the Borrower, and (ii) the general counsel or an associate general counsel and assistant corporate secretary (or its equivalent) of the Borrower, in each case reasonably satisfactory to the Administrative Agent;Commitment Increase. (d) the D. The Administrative Agent shall have received a certificate dated as of the Amendment Effective Date of the Secretary or Assistant Secretary (or other individual performing similar functions) of the Borrower and each Guarantor, dated as of the First Amendment Effective Date, certifying (i) that attached thereto is a true and complete copy of each organizational document of such entity certified (to the resolutions extent applicable) as of a recent date by the Secretary of State of the Board state of Directors its incorporation or organization, as the case may be, (ii) that attached thereto is a true and complete copy of resolutions duly adopted by the Borrower approving and board of directors, managers, or other applicable governing body of such entity authorizing the execution, delivery and performance of the documents executed in connection with this Agreement, (iii) that attached thereto is a certificate of good standing (or certificate of similar meaning) with respect to each such entity issued as of a recent date by the Secretary of State of the state of its incorporation or organization, as the case may be, and (iv) as to the incumbency and specimen signature of each officer executing any documents delivered in connection with this Agreement on behalf of such entity; provided that in the case of the certificate delivered with respect to the Borrower or any Guarantor, such certificate can certify that there have been no changes to such documents or items described in the foregoing clauses (i), (iii) or (iv) since the delivery thereof to the Administrative Agent on the Closing Date. E. The Administrative Agent shall have received an opinion of Dentons US LLP, counsel to the Borrower and the other Loan Parties, dated as of the First Amendment Effective Date, addressed to the Administrative Agent, the Issuing Banks and the Lenders and covering such matters as the Administrative Agent may reasonably request. F. The Administrative Agent shall have received all reasonable fees and other amounts due and payable by the Borrower of this Amendment to the Administrative Agent, Arrangers and (ii) that all material authorizations, approvals and consents required to be obtained by the Borrower Lenders on or prior to the Amendment Effective Date in connection with its executiondate hereof, delivery and performance including, to the extent invoiced, reimbursement or payment of this Amendment have been obtained and are in full force and effect; and (e) all out of pocket expenses required pursuant to the conditions precedent set forth in Section 5.3 terms of the Credit Agreement to be reimbursed or paid by the Borrower in connection herewith. G. Upon the reasonable request of any Lender made at least ten (10) days prior to the First Amendment Effective Date, the Borrower shall have been satisfiedprovided to such Lender the documentation and other information so requested in connection with applicable “know your customer” and anti-money-laundering rules and regulations, including the PATRIOT Act, in each case at least five (5) days prior to the First Amendment Effective Date. H. As of the date hereof, both immediately before and immediately after entering into this Agreement, no Default exists. I. After giving effect to this Agreement, the Borrower is in compliance with the requirements of Section 2.16 of the Credit Agreement. By its execution hereof, but without waiving any rights Lenders or Administrative Agent may have with respect to any Defaults which exists and of which they are unaware, the Administrative Agent and each Lender agrees that each of the foregoing conditions is satisfied and the First Amendment Effective Date has occurred.

Conditions to Effectiveness. This The effectiveness of this Amendment shall become effective as is conditioned upon the satisfaction of the following conditions precedent, the date first written above (on which all such conditions have been satisfied being the “Amendment Effective Date”) when, . The determination as to whether each condition has been satisfied may be made in Administrative Agent’s sole option and only when, each of sole discretion. 6.1. The Loan Parties and the following conditions is satisfied (or waived in accordance with Section 10.1 of the Credit Agreement): (a) the Administrative Agent Required Lenders shall have received counterparts of this Amendment duly executed and delivered by the Borrower, the Administrative Agent, each Issuing Bank and each Bankthis Amendment; (b) the Administrative Agent shall have received (i) all fees required to be paid by the Borrower pursuant to fee letters executed and delivered by the Borrower in connection with the Amended Credit Agreement and (ii) all reasonable out-of-pocket expenses required to be paid by the Borrower to the Administrative Agent pursuant to Section 10.5 of the Credit Agreement for which reasonably detailed invoices have been presented to the Borrower on or before the date that is one Business Day prior to the date hereof; (c) the Administrative Agent shall have received an executed legal opinion, dated as of the Amendment Effective Date, of (i) ▇▇▇▇▇ ▇▇▇▇▇ L.L.P., special counsel to the Borrower, and (ii) the general counsel or an associate general counsel and assistant corporate secretary (or its equivalent) of the Borrower, in each case reasonably satisfactory to the Administrative Agent; (d) the 6.2. Administrative Agent shall have received a certificate dated as certified copy of the Amendment Effective Date resolution of the Secretary governing board or Assistant Secretary body of the Borrower certifying (i) the resolutions of the Board of Directors of the Borrower approving and each Loan Party authorizing the execution, delivery and performance transactions contemplated by the Borrower of this Amendment and the Revolving Loan Amendment (ii) defined below), and there shall be no governmental or judicial action, actual or threatened, that seeks to restrain, prevent or impose burdensome conditions on the transactions contemplated by any of the foregoing documents. 6.3. Administrative Agent shall have received a duly executed copy of that certain Amendment No. 2 to Credit Agreement (the “Revolving Loan Amendment”), dated on or about the date hereof among Borrower, the other Persons signatory thereto, Revolving Loan Agent and the Revolving Lenders party thereto (a true, correct and complete copy of which is attached hereto as Annex A, which shall be in form and substance acceptable to Administrative Agent), and all material authorizations, approvals and consents required conditions to be obtained by effectiveness contained therein (other than the Borrower prior to the Amendment Effective Date in connection with its execution, delivery and performance effectiveness of this Amendment have been obtained and are in full force and effect; and (eAmendment) the conditions precedent set forth in Section 5.3 of the Credit Agreement shall have been satisfied. 6.4. Borrower shall have received the cash proceeds of the First Amendment Equity Contribution in an amount equal to $5,000,000. ASV– FIRST AMENDMENT TO CREDIT AGREEMENT 5 6.5. Borrower shall have paid to Administrative Agent, in immediately available funds, all fees, expenses (including reasonable attorneys’ fees) owed to or incurred by Administrative Agent or Lenders arising in connection with the Loan Documents or this Amendment; and 6.6. Borrower shall have paid to Administrative Agent, for the ratable benefit of the Lenders party hereto, on or before the date hereof in immediately available funds, an amendment fee equal to the product of 0.25% times the original Term Loan Commitments (that is, $100,000). All fees and other amounts payable hereunder shall be non-refundable and fully earned upon Administrative Agent’s receipt of such fees or amounts. The Loan Parties shall be deemed to represent and warrant to each Administrative Agent and Lenders that each of the foregoing conditions have been satisfied upon the release of their respective signatures to this Amendment.

Conditions to Effectiveness. This The effectiveness of this Amendment is subject to the satisfaction of the following conditions precedent, unless specifically waived in writing by Agent: (a) Agent shall become effective have received the following documents, each in form and substance satisfactory to Agent and its legal counsel: (i) this Amendment duly executed by Borrowers; (ii) each second amended and restated Note duly executed by Borrowers in favor of each existing Lender whose commitment amount is increasing; and (iii) each new Note duly executed by Borrowers in favor of each new Lender. (b) The representations and warranties contained herein and in the Credit Agreement and the Other Documents, as each is amended hereby, shall be true and correct as of the date first written above (the “Amendment Effective Date”) whenhereof, and only when, each of the following conditions is satisfied (or waived in accordance with Section 10.1 of the Credit Agreement): (a) the Administrative Agent shall have received counterparts of this Amendment duly executed and delivered by the Borrower, the Administrative Agent, each Issuing Bank and each Bank; (b) the Administrative Agent shall have received (i) all fees required to be paid by the Borrower pursuant to fee letters executed and delivered by the Borrower in connection with the Amended Credit Agreement and (ii) all reasonable out-of-pocket expenses required to be paid by the Borrower to the Administrative Agent pursuant to Section 10.5 of the Credit Agreement for which reasonably detailed invoices have been presented to the Borrower as if made on or before the date that is one Business Day prior to the date hereof; (c) the Administrative Agent No Default or Event of Default shall have received an executed legal opinionoccurred and be continuing, dated as unless such Default or Event of the Amendment Effective Date, of (i) ▇▇▇▇▇ ▇▇▇▇▇ L.L.P., special counsel to the Borrower, Default has been specifically waived in writing by Agent and (ii) the general counsel or an associate general counsel and assistant corporate secretary (or its equivalent) of the Borrower, in each case reasonably satisfactory to the Administrative AgentLenders; (d) All corporate proceedings taken in connection with the Administrative Agent shall have received a certificate dated as of the Amendment Effective Date of the Secretary or Assistant Secretary of the Borrower certifying (i) the resolutions of the Board of Directors of the Borrower approving and authorizing the execution, delivery and performance transactions contemplated by the Borrower of this Amendment and all documents, instruments and other legal matters incident thereto shall be satisfactory to Agent and its legal counsel, and Borrower shall deliver to Agent a Secretary’s Certificate in form and substance satisfactory to Agent evidencing the same; (iie) that all material authorizationsNational City Bank (successor by merger to National City Bank of Pennsylvania) shall have assigned its entire commitment amount to National City Business Credit, approvals and consents required Inc. through delivery of a duly executed Commitment Transfer Supplement to Agent, such assignment to be obtained by the Borrower effective at least one day prior to the Amendment Effective Date in connection with its execution, delivery and performance effectiveness of this Amendment have been obtained and are in full force and effectAmendment; and (ef) N M Rothschild & Sons Limited shall assign its entire commitment amount to Agent through delivery of a duly executed Commitment Transfer Supplement to Agent, for immediate reallocation pursuant to Section 6.01 hereof, and such assignment to be effective simultaneously with the conditions precedent set forth in Section 5.3 effectiveness of the Credit Agreement shall have been satisfiedthis Amendment.

Conditions to Effectiveness. This Incremental Amendment shall become effective as of the date first written above on February 22, 2012 (the “Amendment Term B-3 Effective Date”) when, and only when, each of the following conditions is satisfied (or waived in accordance with Section 10.1 of the Credit Agreement):: (ai) the Administrative Agent this Incremental Amendment shall have received counterparts of this Amendment duly been executed and delivered by the Borrower, the Loan Parties, each Term B-3 Lender party hereto and the Administrative Agent, each Issuing Bank and each Bank; (bii) the Administrative Agent shall have received a certificate of the Secretary or Assistant Secretary of each Loan Party dated the date hereof certifying (i) that attached thereto is a true and complete copy of the certificate of formation, including all amendments thereto of such Loan Party certified as of a recent date by the Secretary of State of the State of Delaware and a certificate as to the good standing of such Loan Party as of a recent date, (ii) that attached thereto is a true and complete copy of the bylaws of such Loan Party as in effect on such date, (iii) that attached is a true and complete copy of the resolutions duly adopted by the Board of Directors of such Loan Party authorizing the execution, delivery and performance of the Incremental Amendment, all documents executed in connection therewith, the borrowings thereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect on such date and (iv) as to the incumbency and specimen signature of each officer executing the Incremental Amendment and any document executed in connection therewith and countersigned by another officer as to the incumbency and specimen signature of the Secretary or Assistant Secretary executing such certificate; (a) all fees required to be paid by the Borrower pursuant to fee letters executed and delivered as separately agreed by the Borrower in connection with the Amended Borrower, Citigroup Global Markets Inc., Credit Agreement and Suisse Securities (iiUSA) all reasonable out-of-pocket expenses required to be paid by the Borrower to the Administrative Agent pursuant to Section 10.5 of the Credit Agreement for which reasonably detailed invoices have been presented to the Borrower on or before the date that is one Business Day prior to the date hereof; (c) the Administrative Agent shall have received an executed legal opinionLLC, dated as of the Amendment Effective Date, of (i) ▇▇▇▇▇▇▇ ▇▇▇▇▇ L.L.P.Lending Partners LLC and ▇.▇. ▇▇▇▇▇▇ Securities LLC (collectively, special the “Arrangers”) and (b) fees and out-of-pocket expenses of the Administrative Agent (including all invoiced fees and expenses of counsel to the BorrowerAdministrative Agent), shall have been paid or reimbursed, as applicable, on or prior to the date hereof; (iv) the Arranger, the Term B-3 Lenders and the Administrative Agent shall have received (a) an opinion of ▇▇▇▇, Weiss, Rifkind, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, in form and substance reasonably satisfactory to the Administrative Agent and (iib) a solvency certificate from the general counsel or an associate general counsel and assistant corporate secretary (or its equivalent) chief financial officer of the Borrower, Borrower certifying that the Borrower and its Subsidiaries (on a consolidated basis) are Solvent as of the date hereof and after giving effect to the Term B-3 Loans and the use of proceeds therefrom in each case form and substance reasonably satisfactory to the Administrative Agent; (dv) the Initial Term B-3 Lender and the Administrative Agent shall have received at least 3 Business Days prior to the date hereof all documentation and other information about the Loan Parties required under applicable “know your customer” and anti-money laundering rules and regulations, including the PATRIOT Act that has been requested in writing at least five Business Days prior to the date hereof by any Eligible Assignee that has committed to purchase Term B-3 Loans from the Initial Term B-3 Lender; (vi) the Administrative Agent shall have received a request for such Term B-3 Loan as required by Section 2.01(c) of the Credit Agreement; and (vii) the Administrative Agent shall have received a certificate dated as of the Amendment Effective Date of the Secretary or Assistant Secretary from a Responsible Officer of the Borrower certifying that (i) the resolutions of the Board of Directors of the Borrower approving and authorizing the execution, delivery and performance by the Borrower of this Amendment and (ii) that all material authorizations, approvals and consents required to be obtained by the Borrower prior to the Amendment Effective Date in connection with its execution, delivery and performance of this Amendment have been obtained and are in full force and effect; and (ea) the conditions precedent set forth in Section 5.3 3.2 of the Credit Agreement shall have been satisfiedsatisfied both before and after giving effect to the extension of the Term B-3 Loans, (b) this Incremental Amendment is on the terms and conditions set forth in Section 2.1(c) of the Credit Agreement, (c) the Borrower and its Subsidiaries are in compliance with Article V of the Credit Agreement as of the most recently ended Fiscal Quarter for which Financial Statements were delivered thereunder on a pro forma basis both before and after giving effect to the extension of the Term B-3 Loans, (d) the representations and warranties in Section 12 of this Incremental Amendment are true and correct in all material respects as of the date hereof, (e) no Default or Event of Default shall exist on the date hereof before or after giving effect to the extension of the Term B-3 Loans and (f) the representations and warranties set forth in Article IV 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 hereof (both before and after giving effect to the extension of the Term B-3 Loans and the use of proceeds therefrom) with the same effect as though made on and as of the date hereof, except to the extent such representations and warranties expressly relate to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date.

Conditions to Effectiveness. This Sections 1 and 2 of this Amendment shall become effective as only upon the satisfaction of the date first written above (the “Amendment Effective Date”) when, and only when, each all of the following conditions precedent (the date of satisfaction of such conditions being referred to herein as the "Third Amendment Effective Date"): A. Required Lenders (as such term is satisfied (or waived defined in accordance with Section 10.1 of the Revolving Credit Agreement): (a) shall have entered into the Revolving Credit Facility Waiver, Administrative Agent shall have received counterparts of this Amendment duly executed and delivered by the Borrower, the Administrative Agent, each Issuing Bank and each Bank; (b) the Administrative Agent shall have received (i) all fees required to be paid by the Borrower pursuant to fee letters executed and delivered by the Borrower in connection with the Amended Credit Agreement and (ii) all reasonable out-of-pocket expenses required to be paid by the Borrower to the Administrative Agent pursuant to Section 10.5 of the Credit Agreement for which reasonably detailed invoices have been presented to the Borrower on or before the date that is one Business Day prior to the date hereof; (c) the Administrative Syndication Agent shall have received an executed legal opinion, dated as of the Amendment Effective Date, of (i) ▇▇▇▇▇ ▇▇▇▇▇ L.L.P., special counsel to the Borrowercopy thereof, and (ii) such Revolving Credit Facility Waiver shall have become effective simultaneously with the general counsel or an associate general counsel and assistant corporate secretary (or its equivalent) of the Borrower, in each case reasonably satisfactory effectiveness hereof. B. Borrower shall have paid to the Administrative Agent;, for distribution to each Approving Lender (as defined in Section 7C hereof), the fees set forth in Section 7C hereof. (d) the C. The Administrative Agent shall have received a certificate certificate, dated as of the Third Amendment Effective Date Date, of the Secretary or Assistant Secretary of the Borrower certifying (i) attaching a true and complete copy of the resolutions of the its Board of Directors and of all documents evidencing other necessary corporate action (in form and substance satisfactory to the Borrower approving Administrative Agent and authorizing the execution, delivery and performance Syndication Agent) taken by the Borrower of it to authorize this Amendment and the transactions contemplated hereby, and (ii) that all material authorizationssetting forth the incumbency of its officer or officers (including therein the signature specimen of such officer or officers) who may sign this Amendment, approvals any Loan Document or any other document, notice or certificate executed and consents required to be obtained by delivered in connection with any Loan Document. D. The Administrative Agent shall have received the Borrower prior to opinion of the general counsel of the Borrower, the Guarantors and the Pledgors, dated the Third Amendment Effective Date and addressed to the Administrative Agent, the Collateral Agent, the Documentation Agent, the Syndication Agent and the Lenders, in connection with its execution, delivery form and performance of this Amendment have been obtained substance reasonably satisfactory to the Administrative Agent and are in full force and effect; and (e) the conditions precedent set forth in Section 5.3 of the Credit Agreement shall have been satisfiedSyndication Agent.

Conditions to Effectiveness. This Amendment shall become effective as of the date first written above (the “Amendment Effective Date”) when, and only when, on which each of the following conditions is has been satisfied (or waived in accordance with Section 10.1 of the Credit Agreement“Effective Date”): (a) the Administrative Agent Borrowers shall have received counterparts of delivered to Agent this Amendment Amendment, duly executed and delivered by the an authorized officer of each Borrower, and an original of the Administrative AgentSecond Amended and Restated Revolving Loan Note payable to MidCap Funding IV, LLC, duly executed by an authorized officer of each Issuing Bank and each BankBorrower; (b) if there have been any changes to the Administrative Agent certificates of secretary or assistant secretary of any Borrower most recently delivered to the Agent, the secretary or assistant secretary of each Borrower shall have received (i) all fees required delivered to be paid Agent a duly executed secretary’s certificate and incumbency certificate identifying the current officers of such Borrower who are duly authorized by the Borrower pursuant such Borrower’s board of directors to fee letters executed execute and delivered by the Borrower in connection with the Amended Credit Agreement deliver this Amendment and (ii) all reasonable out-of-pocket expenses required to be paid by the Borrower to the Administrative Agent pursuant to Section 10.5 of the Credit Agreement for which reasonably detailed invoices have been presented to the Borrower on or before the date that is one Business Day prior to the date hereofany related documents; (c) all representations and warranties of Borrowers contained herein shall be true and correct in all material respects as of the Administrative Effective Date, except to the extent that such representation or warranty relates to a specific date, in which case such representation and warranty was true as of such earlier date, and such parties delivery of their respective signatures hereto shall be deemed to be its certification thereof; and (d) Agent shall have received an executed legal opinion, dated as from Borrowers all of the Amendment Effective Datefees, of (i) ▇▇▇▇▇ ▇▇▇▇▇ L.L.P., special counsel costs and expenses owing pursuant to the Borrower, and (ii) the general counsel or an associate general counsel and assistant corporate secretary (or its equivalent) of the Borrower, in each case reasonably satisfactory to the Administrative Agent; (d) the Administrative Agent shall have received a certificate dated as of the Amendment Effective Date of the Secretary or Assistant Secretary of the Borrower certifying (i) the resolutions of the Board of Directors of the Borrower approving and authorizing the execution, delivery and performance by the Borrower of this Amendment and (ii) that all material authorizations, approvals and consents required to be obtained by the Borrower prior to the Amendment Effective Date in connection with its execution, delivery and performance of this Amendment have been obtained and are in full force and effect; and (e) the conditions precedent as set forth in Section 5.3 of 4 above unless Agent elects to deduct such fees, costs and expenses from the Credit Agreement shall have been satisfiedRevolving Loan proceeds in accordance with Section 4 above.

Conditions to Effectiveness. This Amendment The effectiveness of this Agreement, as well as the obligation of the Banks to make the initial Loans hereunder and of the Agent to issue Letters of Credit hereunder shall become effective be subject to the satisfaction of the conditions precedent, in addition to the applicable conditions precedent set forth in Sections 6.2 and 6.3 below, that the Agent shall have received all of the following, in form and substance satisfactory to the Agent, each duly executed and certified or dated as of the date first written above (of this Agreement or such other date as is satisfactory to the “Amendment Effective Date”) when, and only when, each of the following conditions is satisfied (or waived in accordance with Section 10.1 of the Credit Agreement):Agent: (a) The Notes payable to each Bank executed by a duly authorized officer (or officers) of the Administrative Agent shall have received counterparts of this Amendment duly executed Company (or Company and delivered by the BorrowerBorrowing Subsidiary, the Administrative Agent, each Issuing Bank and each Bank;if applicable). (b) The Pledge Agreement, together with delivery of any certificate evidencing the Administrative Agent shall have received stock or Ownership Interest of Foreign Subsidiaries pledged thereby and executed assignments separate from certificate (istock powers) all fees required to be paid by the Borrower pursuant to fee letters executed and delivered by the Borrower in connection with the Amended Credit Agreement and (ii) all reasonable out-of-pocket expenses required to be paid by the Borrower to the Administrative Agent pursuant to Section 10.5 of the Credit Agreement for which reasonably detailed invoices have been presented to the Borrower on or before the date that is one Business Day prior to the date hereof;such certificates. (c) the Administrative Agent shall have received an The Guaranties required hereunder, executed legal opinion, dated as by a duly authorized officer of the Amendment Effective Date, of (i) ▇▇▇▇▇ ▇▇▇▇▇ L.L.P., special counsel each Subsidiary required to the Borrower, and (ii) the general counsel or an associate general counsel and assistant corporate secretary (or its equivalent) of the Borrower, in each case reasonably satisfactory to the Administrative Agent;be a Guarantor hereunder. (d) the Administrative Agent shall have received a A certificate dated as of the Amendment Effective Date or certificates of the Secretary or an Assistant Secretary of the each Borrower certifying and each Guarantor, attesting to and attaching (i) the resolutions a copy of the Board of Directors corporate resolution of the Borrower approving and Company authorizing the execution, delivery and performance by of the Borrower of this Amendment and Loan Documents, (ii) that an incumbency certificate showing the names and titles, and bearing the signatures of, the officers of such Borrower or Guarantor authorized to execute the Loan Documents, and (iii) a copy of the Organizational Documents of such Borrower or Guarantor with all material authorizations, approvals and consents required to be obtained by the Borrower prior to the Amendment Effective Date in connection with its execution, delivery and performance of this Amendment have been obtained and are in full force and effect; andamendments thereto. (e) A Certificate of Good Standing for the conditions precedent set forth Company and each Guarantor certified by the Secretary of State or equivalent body in Section 5.3 the applicable jurisdiction of incorporation. (f) An opinion of counsel to the Company, the Guarantors and any Borrowing Subsidiary, addressed to the Agent and the Banks, in substantially the form of Exhibit F. (g) The Agent shall have received pro forma financial statements and five-year projections giving effect to the Finishing Group Acquisition that are satisfactory to the Agent and the Banks. (h) Evidence satisfactory to the Agent that after giving effect to the Finishing Group Acquisition the Company’s Cash Flow Leverage Ratio calculated on a pro forma basis is less than 3.25 to 1.0. (i) The Agent shall have received a copy of the Credit Intercreditor Agreement shall have been satisfiedexecuted and delivered by the Senior Noteholders. (j) Payment of all fees and expenses due and payable as of the effectiveness of this Agreement under or in connection with the Fee Letters upon the effectiveness of this Agreement. (k) Amendment of the Note Agreement dated as of March 11, 2011 by and among the Company and the Senior Noteholders party thereto to amend the definition of “Significant Acquisition” appearing therein to mean a Permitted Acquisition (as defined therein) involving payment by the Company or a Subsidiary (each as defined therein) of a total purchase price equal to or exceeding $200,000,000 and to otherwise conform to the terms of this Agreement, as applicable, in form and substance satisfactory to the Agent.

Conditions to Effectiveness. This The effectiveness of this Third Amendment shall become effective as be subject to the satisfaction of the date first written above (the “Amendment Effective Date”) when, and only when, each of the following conditions is satisfied (or waived in accordance with Section 10.1 of the Credit Agreement):precedent: (a) the Administrative Agent shall have received counterparts Agent’s receipt of this Third Amendment duly executed and delivered by the Borrowereach Loan Party, the Administrative Agent, each Issuing Bank Agent and each Bankthe Consenting Lenders constituting Required Lenders; (b) the Administrative Agent no Default or Event of Default shall have received (i) all fees required to occurred and be paid by the Borrower pursuant to fee letters executed and delivered by the Borrower in connection with the Amended Credit Agreement and (ii) all reasonable out-of-pocket expenses required to be paid by the Borrower to the Administrative Agent pursuant to Section 10.5 of the Credit Agreement for which reasonably detailed invoices have been presented to the Borrower on or before the date that is one Business Day continuing immediately prior to the date hereofor after giving effect to this Third Amendment other than as expressly waived hereunder; (c) the Administrative Agent shall have received Agent’s receipt of an executed legal opinion, dated as of the Amendment Effective Date, of (i) ▇▇▇▇▇ ▇▇▇▇▇ L.L.P., special counsel to the Borrower, updated secretary’s certificate with authorizing resolutions and (ii) the general counsel or an associate general counsel and assistant corporate secretary (or its equivalent) of the Borrower, in incumbency certificate for each case reasonably satisfactory to the Administrative AgentLoan Party; (d) the Borrower shall have paid to the Administrative Agent, for the ratable benefit of each Consenting Lender that provides its duly executed signature page to this Third Amendment to the Administrative Agent shall have received a certificate dated on or before September 10, 2018 at Noon (Eastern Time), or such later date or time as of the Amendment Effective Date of the Secretary or Assistant Secretary of the Borrower certifying Administrative Agent may (i) the resolutions of the Board of Directors of the Borrower approving and authorizing the execution, delivery and performance by the Borrower of this Amendment and (ii) that all material authorizations, approvals and consents required to be obtained by the Borrower prior to the Amendment Effective Date in connection with its execution, delivery and performance announced occurrence of the effectiveness of this Amendment have been obtained and are Third Amendment) determine in full force and effectits sole discretion (which shall, for the avoidance of doubt, be no later than 10:00 p.m. (Eastern Time) on September 10, 2018), a consent fee equal to 0.25% of the Aggregate Credit Exposure of such Consenting Lenders; and (e) the conditions precedent set forth in Section 5.3 of the Credit Agreement Borrower shall have paid all expenses in connection with this Third Amendment, including without limitation, the reasonable fees and expenses of FTI Consulting Inc., as financial advisor to the Administrative Agent, and McGuireWoods LLP, as legal counsel for the Administrative Agent, for which summary invoices have been satisfieddelivered to the Borrower (without waiver of any privilege or confidentiality). For purposes of determining compliance with the conditions specified in this Section, each Consenting Lender shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Consenting Lender prior to the effectiveness of this Third Amendment specifying its objection thereto.

Conditions to Effectiveness. This Amendment Without limiting or otherwise impairing the discretionary nature of this Agreement and the Bank’s decision whether or not to issue the Letter of Credit, this Agreement shall become effective as of the date first written above (the “Amendment Effective Date”) when, and only when, each upon satisfaction of the following conditions is satisfied (or waived in accordance with Section 10.1 of the Credit Agreement):precedent: (a) the Administrative Agent The Bank shall have received counterparts duly executed originals of this Amendment duly executed and delivered by the Borrower, the Administrative Agent, each Issuing Bank and each Bank;Agreement. (b) the Administrative Agent The Bank shall have received (i) all fees required to be paid copies, certified by the Borrower pursuant to fee letters executed and delivered by the Borrower in connection with the Amended Credit Agreement and (ii) all reasonable out-of-pocket expenses required to be paid by the Borrower to the Administrative Agent pursuant to Section 10.5 of the Credit Agreement for which reasonably detailed invoices have been presented to the Borrower on or before the date that is one Business Day prior to the date hereof; (c) the Administrative Agent shall have received an executed legal opinion, dated as of the Amendment Effective Date, of (i) ▇▇▇▇▇ ▇▇▇▇▇ L.L.P., special counsel to the Borrower, and (ii) the general counsel or an associate general counsel and assistant corporate secretary (or its equivalent) of the Borrower, in each case reasonably satisfactory to the Administrative Agent; (d) the Administrative Agent shall have received a certificate dated as of the Amendment Effective Date of the Secretary or Assistant Secretary of the Borrower certifying each Applicant (ias defined below) the of such party’s certificate of incorporation, bylaws and resolutions or actions of the such party’s Board of Directors and any other body, if necessary, authorizing the execution of this Agreement, each Application and each Letter of Credit to which such Applicant is party. (c) The Bank shall have received an incumbency certificate, executed by the Secretary or Assistant Secretary of each Applicant, which shall identify by name and title and bear the signatures of all authorized officers of such party authorized to sign this Agreement, each Application and each Letter of Credit to which such Applicant is party, upon which certificates the Bank shall be entitled to rely. (d) Arkansas Best Corporation (“ABC”) shall execute and deliver to the Bank an Account Control Agreement among ABC, the Bank and Union Bank, N.A., dated as of even date herewith (the “Account Control Agreement”), granting to the Bank a first priority lien and security interest in certain “Collateral” (as defined in the Account Control Agreement), which Collateral shall be in an amount of not less than $the amount of letters of credit outstanding. The Collateral under the Account Control Agreement shall be held by the Bank as support for the Applicants’ obligations under this Agreement, and shall be in form and substance satisfactory to the Bank. Notwithstanding anything to the contrary herein contained, the parties agree that ABC shall be entitled to withdraw from the account any funds in excess of the Borrower approving and authorizing the execution, delivery and performance by the Borrower of this Amendment and (ii) that all material authorizations, approvals and consents required to be obtained by the Borrower prior to the Amendment Effective Date in connection with its execution, delivery and performance of this Amendment have been obtained and are in full force and effect; and (e) the conditions precedent set forth in Section 5.3 amount of the Credit Agreement shall have been satisfiedletters of credit outstanding from time to time.

Conditions to Effectiveness. This Amendment shall become effective as upon the receipt by Lender of the date first written above (the “Amendment Effective Date”) when, and only when, each of the following conditions is satisfied (or waived in accordance with Section 10.1 items, provided that each of the Credit Agreement):following items are delivered or performed on or before April 6, 2010: (a) the Administrative Agent Lender shall have received counterparts a duly executed copy of this Amendment duly executed and delivered by the Borrower, the Administrative Agent, each Issuing Bank and each Bank;Borrowers. (b) the Administrative Agent Lender shall have received a duly executed Term Note C by Borrowers. (c) Lender shall have received a duly executed registration rights agreement by Parent Borrower in favor of Lender in the form of Exhibit B attached hereto. (d) Lender shall have received copies, certified by the Secretary or Assistant Secretary (or the equivalent thereof) of each Borrower, in each case, of its certificate of incorporation or formation, as applicable (each certified by the Secretary of State of the State of such Borrower’s incorporation or formation, as applicable, as of a recent date), its by-laws or limited liability company agreement, as applicable, (or, to the extent that there have been no amendments or modifications to such documents since the date such documents were last delivered to Lender, and such documents remain in full force and effect, Lender shall have received a certification with respect thereto), its Board of Directors’ resolutions and of resolutions or actions of any other body authorizing the execution of the Loan Documents to which such Borrower is a party, the incumbency of its officers authorized to sign the Loan Documents (which shall identify by name and title and bear the signatures of the authorized officers and any other officers of such Borrower authorized to sign the Loan Documents to which such Borrower is a party (or, to the extent that the authorized officers of the applicable Person remains the same as the certification received as of the Closing Date, Lender shall have received a certification with respect thereto), which such documents shall be in form and substance reasonably satisfactory to Lender and upon which certificate Lender shall be entitled to rely until informed of any change in writing by such Borrower. (e) Borrowers shall have paid in immediately available funds (i) all costs, internal charges and out-of-pocket expenses (including reasonable attorneys’ fees required to be paid by the Borrower pursuant to fee letters executed and delivered by the Borrower in connection with the Amended Credit Agreement expenses) of Lender and (ii) all reasonable out-of-pocket fees and expenses required to be paid by the Borrower to the Administrative Agent pursuant to Section 10.5 of the Credit Agreement for which reasonably detailed invoices have been presented to the Borrower on or before the date that is one Business Day prior to the date hereof; (c) the Administrative Agent shall have received an executed legal opinion▇▇▇▇▇▇, dated as of the Amendment Effective Date, of (i) ▇▇▇▇▇ & ▇▇▇▇▇▇▇ L.L.P.LLP, special counsel to the Borrower, and (ii) the general counsel or an associate general counsel and assistant corporate secretary (or its equivalent) of the Borrower, in each case reasonably satisfactory to the Administrative Agent;Lender. (df) the Administrative Agent Lender shall have received a certificate dated such other documents as of the Amendment Effective Date of the Secretary Lender or Assistant Secretary of the Borrower certifying (i) the resolutions of the Board of Directors of the Borrower approving and authorizing the execution, delivery and performance by the Borrower of this Amendment and (ii) that all material authorizations, approvals and consents required to be obtained by the Borrower prior to the Amendment Effective Date in connection with its execution, delivery and performance of this Amendment counsel may have been obtained and are in full force and effect; and (e) the conditions precedent set forth in Section 5.3 of the Credit Agreement shall have been satisfiedreasonably requested.

Conditions to Effectiveness. This Amendment shall become effective as The occurrence of the date first written above (Closing Date and the “Amendment Effective Date”) when, and only when, each effectiveness of this Agreement are subject to satisfaction of the following conditions is satisfied (or waived in accordance with Section 10.1 of the Credit Agreement):precedent: (a) The Administrative Agent’s receipt of the following, each of which shall be originals or telecopies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the Borrower, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance satisfactory to the Administrative Agent shall have received and its legal counsel: (i) executed counterparts of this Amendment duly executed and delivered Agreement, in the number requested by the Borrower, the Administrative Agent, each Issuing Bank and each BankAgent or its legal counsel; (bii) the Administrative Agent shall have received (i) all fees required to be paid by the Borrower pursuant to fee letters a Note executed and delivered by the Borrower in connection with the Amended Credit Agreement and favor of each Lender requesting a Note; (iiiii) all reasonable out-of-pocket expenses required to be paid by such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of the Borrower to as the Administrative Agent pursuant may require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to Section 10.5 of act as a Responsible Officer in connection with this Agreement and the Credit Agreement for other Loan Documents to which reasonably detailed invoices have been presented to the Borrower on or before the date that is one Business Day prior to the date hereofa party; (civ) such documents and certifications as the Administrative Agent shall may reasonably require to evidence that the Borrower is duly organized or formed, and that the Borrower is validly existing, in good standing and qualified to engage in business in (A) the jurisdiction of its incorporation or organization and (B) each other jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except to the extent that failure to do so could not reasonably be expected to have received an executed legal opinion, dated as a Material Adverse Effect; (v) a favorable opinion of the Amendment Effective Date, of (i) Haynsworth ▇▇▇▇▇▇▇ ▇▇▇▇▇ L.L.P., special P.A., counsel to the Borrower, and (ii) the general counsel or an associate general counsel and assistant corporate secretary (or its equivalent) of the Borrower, in each case reasonably satisfactory addressed to the Administrative AgentAgent and each Lender, covering enforceability of the Loan Documents and such other matters to be agreed upon; (dvi) the Administrative Agent shall have received a certificate dated as of the Amendment Effective Date of the Secretary or Assistant Secretary a Responsible Officer of the Borrower certifying either (iA) the resolutions attaching copies of the Board of Directors of the Borrower approving all consents, licenses and authorizing approvals required in connection with the execution, delivery and performance by the Borrower of this Amendment and (ii) that all material authorizations, approvals and consents required to be obtained by the validity against the Borrower prior of the Loan Documents to the Amendment Effective Date in connection with its executionwhich it is a party, delivery and performance of this Amendment have been obtained certifying that such consents, licenses and approvals are in full force and effect, or (B) stating that no such consents, licenses or approvals are so required; (vii) a certificate signed by a Responsible Officer of the Borrower certifying (A) that the conditions specified in Sections 4.02(a) and (b) have been satisfied, (B) that there has been no event or circumstance since the date of the Audited Financial Statements through the Closing Date that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect; and (C) the current Debt Ratings; (viii) evidence that all obligations under the Existing Credit Agreement have been, or concurrently with the Closing Date are being, paid and fully satisfied and any and all Liens securing obligations under the Existing Credit Agreement have been or concurrently with the Closing Date are being released; and (eix) such other assurances, certificates, documents, consents or opinions as the conditions precedent set forth in Section 5.3 of Administrative Agent, the Credit Agreement L/C Issuer, the Swing Line Lender or the Required Lenders reasonably may require. (b) Any fees required to be paid on or before the Closing Date shall have been satisfiedpaid. (c) Unless waived by the Administrative Agent, the Borrower shall have paid all fees, charges and disbursements of counsel to the Administrative Agent (directly to such counsel if requested by the Administrative Agent) to the extent invoiced prior to or on the Closing Date, plus such additional amounts of fees, charges and disbursements as shall constitute its reasonable estimate of fees, charges and disbursements incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between the Borrower and the Administrative Agent). (d) The representations and warranties of the Borrower contained in Article V and in any other Loan Document, and those which are contained in any other document furnished at any time under or in connection herewith or therewith, shall be true and correct on and as of the Closing Date. (e) No Default shall exist and be continuing as of the Closing Date. (f) The Closing Date shall have occurred on or before October 29, 2010. Without limiting the generality of the provisions of Section 9.03, for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.

Conditions to Effectiveness. This Amendment shall become effective as of the date first above written above (the “Amendment Effective Date”) when, and only when, each of the following conditions is have been satisfied (or waived by the Administrative Agent and the Lenders party hereto in accordance with Section 10.1 of the Credit Agreementtheir sole discretion): (a) the The Administrative Agent shall have received counterparts received, in immediately available funds, to the extent invoiced prior to the Amendment Effective Date, reimbursement or payment of this Amendment duly executed and delivered by the Borrower, the Administrative Agent, each Issuing Bank and each Bank; (b) the Administrative Agent shall have received (i) all fees required to be paid by the Borrower pursuant to fee letters executed and delivered by the Borrower in connection with the Amended Credit Agreement and (ii) all reasonable out-of-pocket costs and expenses of the Administrative Agent (including, but not limited to, the reasonable fees and expenses of counsel (including, but not limited to, one local counsel and any specialist counsel in each relevant jurisdiction) to the Administrative Agent) required to be reimbursed or paid by the Borrower to the Administrative Agent pursuant to Section 10.5 of the Credit Agreement for which reasonably detailed invoices have been presented to the Borrower on hereunder or before the date that is one Business Day prior to the date hereof;under any other Loan Document. (cb) the The Administrative Agent shall have received an executed legal opinionthe following documents, each document being dated the date of receipt thereof by the Administrative Agent (which date shall be the same for all such documents, except as of the Amendment Effective Date, of (i) ▇▇▇▇▇ ▇▇▇▇▇ L.L.P., special counsel to the Borrower, and (ii) the general counsel or an associate general counsel and assistant corporate secretary (or its equivalent) of the Borrowerotherwise specified below), in each case reasonably form and substance satisfactory to the Administrative Agent: (i) either (A) counterparts of this Amendment duly executed by the Borrower, the Lenders, the Administrative Agent, and the Fronting Banks or (B) written evidence satisfactory to the Administrative Agent that such parties have signed counterparts of this Amendment; (dii) the Administrative Agent shall have received a certificate dated as certified copies of the Amendment Effective Date of the Secretary or Assistant Secretary of the Borrower certifying (iA) the resolutions of the Board of Directors of the Borrower approving this Amendment and authorizing the Credit Agreement and (B) all documents evidencing any other necessary corporate action with respect to this Amendment and the Credit Agreement; (iii) a certificate of the Secretary or an Assistant Secretary of the Borrower certifying (A) the names and true signatures of the officers of the Borrower authorized to sign this Amendment and the other documents to be delivered hereunder, (B) that attached thereto are true and correct copies of the Organizational Documents of the Borrower, in each case as in effect on such date, and (C) that true and correct copies of all governmental and regulatory authorizations and approvals required for the due execution, delivery and performance by the Borrower of this Amendment and the Credit Agreement have previously been delivered to the Administrative Agent and remain in full force and effect on such date; (iiiv) a certificate of an Authorized Officer of the Borrower (the statements in which shall be true) certifying that, both before and after giving effect to this Amendment, (A) no event has occurred and is continuing that constitutes an Event of Default or an Unmatured Default with respect to the Borrower and (B) all representations and warranties of the Borrower contained in the Credit Agreement and each other Loan Document to which the Borrower is a party are true and correct in all material authorizationsrespects (or in the case of any representation or warranty already qualified by materiality, approvals true and consents required correct in all respects) on and as of the Amendment Effective Date, as though made on and as of such date (other than any such representation or warranty that by its terms refers to a specific date, in which case such representation and warranty shall be obtained true and correct as of such specific date); and (v) opinions of ▇▇▇▇▇ Day, special counsel for the Borrower, and certain local counsel for the Borrower, as reasonably requested by the Borrower Administrative Agent. (c) The Administrative Agent shall have received all documentation and information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including, without limitation, the Patriot Act and the Beneficial Ownership Regulation, to the extent such documentation or information is requested by the Administrative Agent on behalf of any Lender prior to the Amendment Effective Date in connection with its execution, delivery and performance of this Amendment have been obtained and are in full force and effect; and (e) the conditions precedent set forth in Section 5.3 of the Credit Agreement shall have been satisfiedDate.

Conditions to Effectiveness. This The effectiveness of this Amendment shall become effective as of is subject to the date first written above (the “Amendment Effective Date”) when, and only when, each satisfaction of the following conditions precedent or concurrent (the first date all such conditions are satisfied is satisfied (or waived in accordance with Section 10.1 of herein referred to as the Credit Agreement“Amendment No. 4 Effective Date”): (a) the Administrative Agent this Amendment shall have received counterparts of this Amendment been duly executed and delivered by the Borrower, Loan Parties and the Lenders to the Administrative Agent, each Issuing Bank and each Bank; (b) the Administrative Agent shall have received (i) all fees required to be paid the Amendment No. 4 Fee Letter, duly executed by the Borrower pursuant to fee letters executed and delivered by the Borrower in connection with the Amended Credit Agreement and (ii) all reasonable out-of-pocket expenses required to be paid by the Borrower to the Administrative Agent pursuant to Section 10.5 of the Credit Agreement for which reasonably detailed invoices have been presented to the Borrower on or before the date that is one Business Day prior to the date hereof;Lead Arranger. (c) the Administrative Agent shall have received an executed legal opinionopinion of Weil, dated as of the Amendment Effective Date, of (i) Gotshal & ▇▇▇▇▇▇ ▇▇▇▇▇ L.L.P.LLP, special counsel to the BorrowerLoan Parties, addressed to the Administrative Agent and (ii) the general counsel or an associate general counsel and assistant corporate secretary (or its equivalent) of the BorrowerLenders, in each case form and substance reasonably satisfactory to the Administrative Agent; (d) the Administrative Agent shall have received certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a certificate dated as of the Amendment Effective Date of the Secretary or Assistant Secretary of the Borrower certifying (i) the resolutions of the Board of Directors of the Borrower approving and authorizing the execution, delivery and performance by the Borrower of Responsible Officer in connection with this Amendment and (ii) that all material authorizations, approvals and consents required the other Loan Documents to which such Loan Party is a party or is to be obtained by a party and attaching copies of the Borrower prior Organization Documents of each Loan Party certified as of a recent date or certifying that such Organization Documents of each Loan Party have not been modified since previously delivered to the Amendment Effective Date Administrative Agent, all in connection with its execution, delivery form and performance of this Amendment have been obtained and are in full force and effect; andsubstance reasonably satisfactory to the Administrative Agent; (e) the conditions precedent Administrative Agent shall have received a Certificate of Good Standing from the relevant jurisdiction of formation or incorporation with respect to each Loan Party; (f) the representations and warranties set forth in Section 5.3 4 hereof shall be true and correct; (g) (i) all fees required to be paid to the Administrative Agent and the Lead Arranger on the Amendment No. 4 Effective Date shall have been paid and (ii) all fees required to be paid to the Lenders on or before the Amendment No. 4 Effective Date shall have been paid (or shall be paid concurrently with the closing of the Amendment); and (h) the Borrower shall have paid on or prior to the Amendment No. 4 Effective Date all reasonable fees, charges and disbursements of counsel to the Administrative Agent (or directly to such counsel if requested by the Administrative Agent) required to be reimbursed or paid in accordance with Section 11.04 of the Credit Agreement to the extent invoiced at least two (2) days prior to the Amendment No. 4 Effective Date (for the avoidance of doubt, a summary statement of such fees, charges and disbursements shall have been satisfiedbe sufficient documentation for the obligations set forth in this Section 3(h)).

Conditions to Effectiveness. This Amendment shall become effective as only (A) upon execution of the date first written above Contemplated Purchase Agreement and (B) provided that the following conditions are satisfied prior to 11:59 p.m., New York City time, on December 29, 2018 (the date upon which (A) and (B) occur being referred to herein as the “Amendment Effective Date”) when, and only when, each of the following conditions is satisfied (or waived in accordance with Section 10.1 of the Credit Agreement): (a) the Administrative Agent Contemplated Acquisition shall have received counterparts been or, substantially concurrently with the borrowing of this Amendment duly executed and delivered by the BorrowerAcquisition Incremental Loans, will be, consummated in accordance with the Administrative Agent, each Issuing Bank and each BankContemplated Purchase Agreement; (b) the Administrative Agent shall have received (i) all fees required a counterpart signature page to be paid by the Borrower pursuant to fee letters this Amendment, duly executed and delivered by the Borrower in connection with Borrowers, each Domestic Guarantor, each Foreign Guarantor and the Amended Credit Agreement and (ii) all reasonable out-of-pocket expenses required to be paid by Lenders consisting of at least the Borrower to the Administrative Agent pursuant to Section 10.5 of the Credit Agreement for which reasonably detailed invoices have been presented to the Borrower on or before the date that is one Business Day prior to the date hereofRequired Lenders; (c) the Administrative Agent shall have received an executed legal opinion, dated as of the Amendment Effective Date, of (i) ▇▇▇▇▇ ▇▇▇▇▇ L.L.P.a certified resolution of the Company authorizing the execution, special counsel to the Borrowerdelivery and performance of this Amendment, and (ii) a certified resolution of the general counsel or an associate Foreign Borrower authorizing the execution, delivery and performance of this Amendment; (d) a certificate dated signed by a chief executive officer, chief financial officer, general counsel and assistant corporate secretary (secretary, treasurer, or its equivalent) a senior vice president of the BorrowerCompany, confirming compliance with the conditions precedent set forth in Section 2(a); (e) the Administrative Agent shall have received, in each case form and substance reasonably satisfactory acceptable to it, all incumbency certificates, certificates of no default, and such other certificates and documents as reasonably requested by the Administrative Agent; (df) the Administrative Agent shall have received a certificate dated as all invoiced out of the Amendment Effective Date of the Secretary or Assistant Secretary of the Borrower certifying (i) the resolutions of the Board of Directors of the Borrower approving pocket fees and authorizing the execution, delivery expenses due and performance by the Borrower of this Amendment and (ii) that all material authorizations, approvals and consents required to be obtained by the Borrower prior to the Amendment Effective Date owing in connection with its execution, delivery and performance of this Amendment have been obtained and are in full force and effectAmendment; and (eg) the conditions precedent set forth in Section 5.3 Borrowers shall have paid all invoiced fees and expenses of the Credit Agreement shall have been satisfiedAdministrative Agent’s counsel, ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP.

Conditions to Effectiveness. This Amendment shall be and become effective as of on the date first written above hereof (the “Fourth Amendment Effective Date”) when, and only when, each when all of the following conditions is precedent set forth in this Section 6 shall have been satisfied (or waived by Administrative Agent in accordance with Section 10.1 of the Credit Agreement):its sole discretion: (a) the a. Administrative Agent shall have received counterparts of this Amendment Amendment, duly and properly authorized, executed and delivered by the BorrowerLoan Parties, the Lenders and the Administrative Agent, each Issuing Bank and each Bank; (b) the b. Administrative Agent shall have received (ipayment of $1,500,000 of the Waiver Fee in immediately available funds; c. Administrative Agent shall have received a certificate, certified by a Financial Officer, demonstrating the Loan Parties’ compliance, as of the Fourth Amendment Effective Date, with each of the financial covenants set forth in Section 3(a) all fees required to be paid by above d. Administrative Agent and the Borrower pursuant to fee letters executed and delivered by the Borrower in connection with the Amended Credit Agreement and (ii) Lenders shall have been reimbursed for all reasonable out-of-pocket costs and expenses required (including, without limitation, reasonable attorneys’ fees of counsel to be paid by the Borrower Administrative Agent, reasonable fees of the financial advisor to the Administrative Agent pursuant to Section 10.5 of the Credit Agreement for which reasonably detailed invoices have been presented to the Borrower on or before the date that is one Business Day prior to the date hereof; (cand all documentation and diligence fees and expenses, all search, field audit, appraisal, recording, professional and filing fees and expenses and all other out-of-pocket charges and expenses) incurred by the Administrative Agent shall have received an executed legal opinion, dated and the Lenders as of the Fourth Amendment Effective DateDate and invoiced to the Borrower; e. The representations and warranties set forth in Section 7 below being true, of complete and correct in all material respects (or true and correct in all respects if such representation or warranty contains any materiality qualifier, including references to “material,” “Material Adverse Effect” or dollar thresholds); and f. Borrower shall provide (i) ▇▇▇▇▇ ▇▇▇▇▇ L.L.P., special counsel evidence satisfactory to the BorrowerAdministrative Agent in its sole discretion that (x) both the maturity date for the SPV II Notes and the “Maturity Date” (as defined in the Ivy Loan Agreement) have been extended to at least April 1, 2019 and (y) CCFI Funding II, LLC shall have entered into an amendment of the Ivy Loan Agreement acceptable to the Administrative Agent in its sole discretion, and (ii) the general counsel a certificate, certified by a Financial Officer, attesting that no events of default exist or an associate general counsel and assistant corporate secretary (or its equivalent) are continuing in respect of the BorrowerSPV II Notes or under the Ivy Loan Agreement, in each case reasonably satisfactory to or that all existing events of default have been waived by the Administrative Agent; (d) lenders thereunder and by the Administrative Agent shall have received a certificate dated as holders of the Amendment Effective Date of the Secretary or Assistant Secretary of the Borrower certifying (i) the resolutions of the Board of Directors of the Borrower approving and authorizing the execution, delivery and performance by the Borrower of this Amendment and (ii) that all material authorizations, approvals and consents required to be obtained by the Borrower prior to the Amendment Effective Date in connection with its execution, delivery and performance of this Amendment have been obtained and are in full force and effect; and (e) the conditions precedent set forth in Section 5.3 of the Credit Agreement shall have been satisfiedSPV II Notes.

Conditions to Effectiveness. This Amendment Agreement shall not become effective as of until the date first written above (such date, the “Amendment Effective Closing Date”) when, and only when, on which each of the following conditions is satisfied (or waived in accordance with Section 10.1 of the Credit Agreement7.2): (a) the Administrative Agent The Lender shall have received counterparts the following: (i) a counterpart of this Amendment Agreement signed by or on behalf of the Borrower; and (ii) a duly executed and delivered by Subordinated Note payable to the Borrower, the Administrative Agent, each Issuing Bank and each Bank;Lender. (b) No Default or Event of Default shall exist on the Administrative Agent shall have received (i) all fees required to be paid by the Borrower pursuant to fee letters executed and delivered by the Borrower in connection with the Amended Credit Agreement and (ii) all reasonable out-of-pocket expenses required to be paid by the Borrower to the Administrative Agent pursuant to Section 10.5 of the Credit Agreement for which reasonably detailed invoices have been presented to the Borrower on or before the date that is one Business Day prior to the date hereof;Closing Date. (c) All representations and warranties of the Administrative Agent Borrower set forth in the Subordinated Loan Documents shall be true and correct on and as of the Closing Date. (d) The Lender shall have received an executed the legal opinion, dated as opinion of the Amendment Effective Date, of (i) V▇▇▇▇▇ & E▇▇▇▇▇ L.L.P., special counsel to the Borrower, dated the Closing Date and (ii) the general counsel or an associate general counsel otherwise in form and assistant corporate secretary (or its equivalent) of the Borrower, in each case substance reasonably satisfactory to the Administrative Agent;Lender. (de) the Administrative Agent The Lender shall have received a certificate of the Borrower, dated the Closing Date, together with (i) a copy of the certificate of limited partnership of the Borrower, certified as of a recent date by the Amendment Effective Date Secretary of State of the State of Delaware, together with a certificate of such official attesting to the good standing of the Borrower, (ii) a certification by the Secretary or Assistant Secretary of Boardwalk GP, LLC of the names and true signatures of each officer of the Borrower certifying (ior general partner thereof) that has been authorized to execute and deliver any Subordinated Loan Document or other document required hereunder to be executed and delivered by or on behalf of the Borrower, (iii) the limited partnership agreement (or equivalent) of the Borrower as in effect on the date of such certification, (iv) the resolutions and consent of the Board of Directors of the Borrower Boardwalk GP, LLC approving and authorizing the execution, delivery and performance by of the Borrower of this Amendment Subordinated Loan Documents and (iiv) that all material authorizations, approvals and consents required to be obtained by such other customary certifications as the Borrower prior to the Amendment Effective Date in connection with its execution, delivery and performance of this Amendment have been obtained and are in full force and effect; and (e) the conditions precedent set forth in Section 5.3 of the Credit Agreement shall have been satisfiedLender may reasonably request.

Conditions to Effectiveness. This Amendment shall become effective as of on the date first written above (the “Amendment No. 1 Effective Date”) when, and only when, each of on which the following conditions is precedent are satisfied (or waived in accordance with Section 10.1 of by the Credit AgreementAdministrative Agent): (a) the The Administrative Agent shall have received counterparts from (i) the 2019 Refinancing Term Lender, (ii) the Administrative Agent and (iii) each Loan Party, a counterpart of this Amendment duly executed and delivered by the Borrower, the Administrative Agent, each Issuing Bank and each Bank;on behalf of such party. (b) the The Administrative Agent shall have received a duly executed Lender Consent from each Cashless Term Lender and each Assignment Term Lender. (c) The Administrative Agent shall have received (i) such customary resolutions or other action of each Loan Party 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 (ii) with respect to each Loan Party, such documents and certifications (including, without limitation, incumbency certificates, Organization Documents and, if applicable, good standing certificates) as the Administrative Agent may reasonably require to evidence that each Loan Party is duly organized or formed, and that each Loan Party is validly existing and in good standing and (iii) to the extent applicable in the relevant jurisdiction, bring down good standing certificates of each Loan Party dated as of a recent date. (d) 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, and the Beneficial Ownership Regulation, 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). (e) The Borrower shall have paid to the Administrative Agent for the ratable account of the Lenders holding Existing Loans all accrued and unpaid interest on such Existing Loans to, but not including, the Amendment No. 1 Effective Date. (f) All costs, fees, expenses (including without limitation legal fees and expenses), in each case solely to the extent required to be paid by the Borrower pursuant to fee letters executed Section 10.04 of the Amended Credit Agreement, and delivered by other compensation separately agreed in writing to be payable to the Borrower Citigroup Global Markets Inc., as sole lead arranger in connection with the Amended Credit Agreement Amendment, and (ii) all reasonable out-of-pocket expenses required to be paid by the Borrower to the Administrative Agent pursuant shall have been paid to Section 10.5 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). (g) After giving effect to this Amendment, (A) the representations and warranties of the Borrower and each other Loan Party contained in Article V of the Credit Agreement for which reasonably detailed invoices have been presented Agreement, Article III hereunder and each other Loan 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 Borrower on 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 before the warranty is already qualified by materiality) as of such earlier date that is one Business Day prior and (B) no Default shall exist, or would result immediately after giving effect to the date hereof;provisions of this Amendment. A Responsible Officer of the Borrower shall have delivered a certificate certifying as to the matters set forth in sub-clauses (A) and (B) of this clause (g). (ch) the The Administrative Agent shall have received an executed legal opinion, dated as opinion of the Amendment Effective Date, of (i) ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ L.L.P.LLP, special New York counsel to the Borrower, and (ii) the general counsel or an associate general counsel and assistant corporate secretary (or its equivalent) of the BorrowerLoan Parties, in each case form and substance reasonably satisfactory to the Administrative Agent;. (di) the The Administrative Agent shall have received a solvency certificate dated as signed by the chief financial officer or similar officer, director or authorized signatory of Holdings substantially in the form of Exhibit H of the Credit Agreement. (j) The Administrative Agent shall have received a Committed Loan Notice with respect to the 2019 Refinancing Term Loans to be funded or deemed to be funded on the Amendment No. 1 Effective Date in accordance with the provisions of Section 2.02 of the Secretary or Assistant Secretary Credit Agreement. (k) A Responsible Officer of the Borrower shall have delivered a certificate certifying (i) the resolutions of the Board of Directors of the Borrower approving and authorizing the execution, delivery and performance by the Borrower of that this Amendment and (ii) that all material authorizations, approvals and consents required to be obtained by the Borrower prior to the Amendment Effective Date in connection 2019 Refinancing Term Loans comply with its execution, delivery and performance of this Amendment have been obtained and are in full force and effect; and (e) the conditions precedent set forth in Section 5.3 2.18 of the Credit Agreement shall have been satisfiedAgreement.

Conditions to Effectiveness. This Amendment shall become effective as only upon the satisfaction of the date first written above (the “Amendment Effective Date”) when, and only when, each all of the following conditions is satisfied precedent (or waived in accordance with Section 10.1 the date of satisfaction of such conditions being referred to herein as the Credit Agreement"Sixth Amendment Effective Date"): (a) the Administrative Agent shall have received counterparts of this Amendment duly executed and delivered by the Borrower, the Administrative Agent, each Issuing Bank and each Bank; (b) the Administrative Agent shall have received (i) all fees required to be paid by the Borrower pursuant to fee letters executed and delivered by the Borrower in connection with the Amended Credit Agreement and (ii) all reasonable out-of-pocket expenses required to be paid by the Borrower to the Administrative Agent pursuant to Section 10.5 of the Credit Agreement for which reasonably detailed invoices have been presented to the Borrower on A. On or before the date that is one Business Day prior to the date hereof; (c) the Administrative Agent shall have received an executed legal opinion, dated as of the Sixth Amendment Effective Date, Company and the Guarantors shall have delivered to Administrative Agent executed copies of (i) ▇▇▇▇▇ ▇▇▇▇▇ L.L.P.this Amendment. B. On or before the Sixth Amendment Effective Date, special counsel Administrative Agent and Requisite Lenders shall have delivered to the Borrower, and (ii) the general counsel Administrative Agent an executed original or an associate general counsel and assistant corporate secretary (telefacsimile of a counterpart of this Amendment or its equivalent) shall have orally confirmed to Administrative Agent that such Lender agreed to all of the Borrowerterms and conditions of this Amendment, in each case reasonably satisfactory to as set forth herein. C. On or before the Administrative Agent; (d) the Administrative Agent Sixth Amendment Effective Date, Company shall have received a certificate dated as of the Amendment Effective Date of the Secretary or Assistant Secretary of the Borrower certifying (i) the resolutions delivered Resolutions of the Board of Directors of the Borrower Company approving and authorizing the execution, delivery and performance by the Borrower of this Amendment and (ii) that all material authorizationsAmendment, approvals and consents required to be obtained by certified as of the Borrower prior to the Sixth Amendment Effective Date in connection with by its execution, delivery and performance of this Amendment have been obtained and are corporate secretary or an assistant secretary as being in full force and effect; and effect without modification or amendment and shall have delivered an Officer's Certificate in form and substance satisfactory to the Administrative Agent certifying that the Subordinated Indebtedness contemplated to be issued will be issued in compliance with subsections 6.1 (evi), 6.1 (viii) the conditions precedent set forth in Section 5.3 and 6.1(xii) of the Credit Agreement Agreement. D. On or before the Sixth Amendment Effective Date, Administrative Agent shall have been satisfied.received for distribution to each Lender consenting to this Amendment in accordance with its Pro Rata Share under the Credit Agreement a non-refundable amendment fee equal to 0.05% of the sum of such Lender's (i) Revolving Loan Exposure, (ii) Existing Term Exposure, (iii) Tranche A Exposure, (iv) Tranche B Exposure and (v) Tranche D Exposure, in effect as of the date hereof

Conditions to Effectiveness. This Amendment shall become effective as of the date first written above (the “First Amendment Effective Date”) when, and only when, each upon the satisfaction of the following conditions is satisfied (or waived in accordance with Section 10.1 of the Credit Agreement):conditions: (a) the The Administrative Agent shall have received executed counterparts of this Amendment duly executed Amendment, from each of the Borrower and delivered by the Borrower, the Administrative Agent, each Issuing Bank and each BankLenders; (b) the Administrative Agent shall have received (i) all fees required to be paid by the Borrower pursuant to fee letters executed and delivered by the Borrower in connection with the Amended Credit Agreement and (ii) all reasonable out-of-pocket expenses required to be paid by the Borrower to the Administrative Agent pursuant to Section 10.5 of the Credit Agreement for which reasonably detailed invoices have been presented to the Borrower on or before the date that is one Business Day prior to the date hereof; (c) the Administrative Agent shall have received an executed legal opinion, dated as of the Amendment Effective Date, of (i) ▇▇▇▇▇ ▇▇▇▇▇ L.L.P., special counsel to the Borrower, and (ii) the general counsel or an associate general counsel and assistant corporate secretary (or its equivalent) of the Borrower, in each case reasonably satisfactory to the Administrative Agent; (d) the The Administrative Agent shall have received a certificate dated as copy of the Amendment Effective Date certificate of incorporation (or comparable constitutive document) of the Secretary Borrower, together with all amendments thereto, certified by the Secretary, Assistant Secretary, or Assistant Secretary other appropriate officer of the Borrower certifying Borrower, and a certificate of good standing, certified by the appropriate governmental officer of its jurisdiction of organization, together with a copy, certified by a Responsible Officer of the Borrower, as applicable, of its by-laws (ior any comparable constitutive laws, rules or regulations) and of the resolutions of the Board finance committee of Directors the board of directors of the Borrower approving and authorizing the executionexecution of this Amendment, delivery and performance an incumbency certificate, executed by a Responsible Officer the Borrower, which shall identify by name and title and bear the signature of the officers of the Borrower authorized to sign this Amendment; (c) The Administrative Agent shall have received a fully executed copy of this Amendment and (ii) that all material authorizationsthe 2028 Revolving Credit Agreement, approvals and consents required to which shall be obtained by the Borrower prior to the Amendment Effective Date in connection with its execution, delivery and performance of this Amendment have been obtained and are in full force and effect; (d) There shall not have occurred since January 28, 2023 any event or condition that has had or could be reasonably expected, either individually or in the aggregate, to have a Material Adverse Effect; (e) The Administrative Agent shall have received the payment of all fees and expenses required to be paid under the Commitment Letter and Fee Letter, each dated April 12, 2023 (including, without limitation, fees, charges and disbursements of counsel to the Administrative Agent); and (ef) At least three (3) Business Days prior to the conditions precedent set forth First Amendment Effective Date, all documentation and other information about the Borrower that is 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 requested in Section 5.3 of writing by any Lender at least 10 business days prior to the Credit Agreement First Amendment Effective Date shall have been satisfiedprovided to the requesting Lenders.

Conditions to Effectiveness. This Amendment shall become effective as of on the date first written above (the “First Amendment Effective Date”) when, and only when, that each of the following conditions precedent is satisfied (or waived in accordance with Section 10.1 of the Credit Agreement):satisfied: -2- AmericasActive:16779589.4 (a) the The Administrative Agent shall have received counterparts of this Amendment duly executed and delivered by the Borrower, the Administrative Agent, each Issuing Bank and each Bank; (b) the Administrative Agent shall have received (i) all fees required to be paid by the Borrower pursuant to fee letters executed and delivered by the Borrower in connection with the Amended Credit Agreement and (ii) all reasonable out-of-pocket expenses required to be paid by the Borrower to the Administrative Agent pursuant to Section 10.5 of the Credit Agreement for which reasonably detailed invoices have been presented to the Borrower on or before the date that is one Business Day prior to First Amendment Effective Date the date hereof; (c) following, each dated the Administrative Agent shall have received an executed legal opinion, dated as of the First Amendment Effective Date, of (i) ▇▇▇▇▇ ▇▇▇▇▇ L.L.P., special counsel to the Borrower, in form and (ii) the general counsel or an associate general counsel and assistant corporate secretary (or its equivalent) of the Borrower, in each case substance reasonably satisfactory to the Administrative Agent; Agent in sufficient copies for each Lender: (di) certified copies of the Administrative Agent shall have received Borrower’s certificate of incorporation and bylaws, and resolutions of the board of directors of the Borrower approving this Amendment, a certificate dated as of good standing for the Amendment Effective Date Borrower from its jurisdiction of incorporation and all documents evidencing other necessary corporate action and Governmental Approvals, if any, with respect to this Amendment; (ii) a certificate of the Secretary or Assistant Secretary of the Borrower certifying the names and true signatures of the officers of the Borrower authorized to sign this Amendment and the other documents to be delivered by the Borrower hereunder; and (iii) a favorable opinion of counsel for the Borrower (which may be an attorney of American Electric Power Service Corporation), substantially in the form of Exhibit B hereto and as to such other matters as any Lender through the Administrative Agent may reasonably request. (b) On the First Amendment Effective Date, the following statements shall be true and the Administrative Agent shall have received for the account of each Lender a certificate signed by a duly authorized officer of the Borrower, dated the First Amendment Effective Date, stating that: (i) the resolutions of the Board of Directors The representations and warranties of the Borrower approving contained in Section 4.01 of the Credit Agreement are true and authorizing correct in all material respects (or, if already qualified by materiality, in all respects) on and as of the executionFirst Amendment Effective Date, delivery as though made on and performance by the Borrower as of this Amendment such date; and (ii) No event has occurred and is continuing that constitutes a Default. (c) The Borrower shall have paid all material authorizationsfees and expenses of the Administrative Agent and the Lenders then due and payable in accordance with the terms of the Fee Letter, approvals dated as of March 21, 2022, among the Borrower, ▇▇▇▇▇ Fargo Bank, and consents required to be obtained ▇▇▇▇▇ Fargo Securities. (d) The Administrative Agent shall have received counterparts of this Amendment, executed and delivered by the Borrower prior to and the Amendment Effective Date in connection with its execution, delivery and performance of this Amendment have been obtained and are in full force and effect; andLenders. (e) the conditions precedent set forth in Section 5.3 The Administrative Agent shall have received copies of the Credit Agreement shall have been satisfiedBorrower’s Report on Form 10-K, as filed with the SEC, for the fiscal year ended December 31, 2021 and the Borrower’s Current Reports on Form 8-K, as filed with the SEC after the date of filing the Borrower’s Report on Form 10-K for the fiscal year ended December 31, 2021 but prior to the First Amendment Effective Date (collectively, the “Amendment Disclosure Documents”).

Conditions to Effectiveness. This Amendment shall become effective as of the date first written set forth above (upon the “Amendment Effective Date”) when, and only when, each satisfaction of the following conditions is satisfied (or waived in accordance with Section 10.1 of the Credit Agreement):conditions: (a) the Administrative Agent shall have received counterparts of a counterpart signature page to this Amendment Amendment, duly executed and delivered by the Borrower, the Administrative AgentCompany, each Issuing Bank Guarantor and each Bankthe Lenders; (b) the Administrative Agent shall have received (i) all fees required to be paid by the Borrower pursuant to fee letters executed and delivered by the Borrower in connection with the Amended Credit Agreement and (ii) all reasonable out-of-pocket expenses required to be paid by the Borrower to the Administrative Agent pursuant to Section 10.5 a Corporate Secretary’s Certificate of the Credit Agreement for which reasonably detailed invoices have been presented to Company, containing current Organization Documents and a certified resolution of the Borrower on or before Company authorizing the date that is one Business Day prior to the date hereofexecution, delivery and performance of this Amendment; (c) the Administrative Agent shall have received favorable opinions of counsel to the Company (including an executed legal opinion, dated as in-house counsel opinion and an opinion of the Amendment Effective Date, of (i) ▇▇▇▇▇▇ & ▇▇▇▇▇ L.L.P.LLP) covering the matters set forth in Sections 5(c), special counsel to the Borrower, (d) and (iie) the general counsel or an associate general counsel hereof and assistant corporate secretary (or its equivalent) of the Borrower, in each case such other matters as reasonably satisfactory to requested by the Administrative AgentAgent and its legal counsel; (d) the Administrative Agent shall have received a certificate dated for its benefit and for the benefit of each Lender the fees in immediately available funds as of the Amendment Effective Date of the Secretary or Assistant Secretary of the Borrower certifying (i) the resolutions of the Board of Directors of the Borrower approving and authorizing the execution, delivery and performance agreed upon by the Borrower of this Amendment Borrower, the Arranger, the Administrative Agent and (ii) that all material authorizations, approvals and consents required to be obtained by the Borrower prior to the Amendment Effective Date in connection with its execution, delivery and performance of this Amendment have been obtained and are in full force and effect; andLenders; (e) the conditions precedent Administrative Agent shall have received, in form and substance reasonably acceptable to it, (i) updated incumbency certificates and (ii) a certification as to the representations and warranties set forth in Section 5.3 Sections 5(a) and (b) hereof; (f) the Administrative Agent shall have received all invoiced out of pocket fees and expenses due and owing in connection with this Amendment to the extent invoiced at least one (1) Business Day prior to the date of this Amendment; (g) unless waived by the Administrative Agent, the Company shall have paid all reasonable invoiced fees and expenses of the Credit Agreement Administrative Agent’s counsel, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, LLP to the extent invoiced at least one (1) Business Day prior to the date of this Amendment; and (h) the Administrative Agent shall have been satisfiedreceived, in form and substance satisfactory to the Administrative Agent and its counsel, such other documents, certificates and instruments as the Administrative Agent shall reasonably require.

Conditions to Effectiveness. This Amendment shall become effective as Upon the satisfaction of the date first written above (the “Amendment Effective Date”) when, and only when, each of the following conditions, this Amendment shall be deemed to be effective (the date and time such conditions is satisfied (or waived in accordance with Section 10.1 of are satisfied, the Credit Agreement“Effective Date”): (a) The Successor Administrative Agent's receipt of the following, each of which shall be originals or electronic copies (followed promptly by originals, if and to the extent required by this Agreement) unless otherwise specified, each (in the case of Instruments to be signed by the Borrower) properly executed by a Responsible Officer of the Borrower, 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 reasonably satisfactory to the Successor Administrative Agent and each of the Lenders: (i) executed counterparts of this Amendment, sufficient in number for distribution to the Exiting Administrative Agent, the Successor Administrative Agent, each Lender and the Borrower; (ii) a signed original of a Revolving Credit Note executed by the Borrower in favor of each Lender requesting a Revolving Credit Note and a signed original of a Swingline Note executed by the Borrower in favor of the Swingline Lender, if requested; (iii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of the Borrower as the Successor Administrative Agent may reasonably require evidencing the identity, authority and capacity of each Responsible Officer of the Borrower authorized to act as a Responsible Officer in connection with this Amendment and the other Loan Documents to which the Borrower is a party; (iv) such documents and certifications as the Successor Administrative Agent may reasonably require to evidence that the Borrower is duly organized or formed, and that the Borrower is validly existing, in good standing and qualified to engage in business in the State of Iowa; (v) from Sidley Austin LLP, special counsel for the Borrower, a favorable opinion addressed to the Successor Administrative Agent and each Lender as to the matters set forth in Part A of Exhibit E to the Credit Agreement, and from ▇▇▇▇ ▇. ▇▇▇▇▇▇, Esq., Chief Development Officer, General Counsel and Secretary of the Borrower, a favorable opinion addressed to the Successor Administrative Agent and each Lender as to the matters set forth in Part B of Exhibit E to the Credit Agreement, and, in each case, covering such other matters incident to the transactions contemplated hereby as the Successor Administrative Agent may reasonably request; (vi) a certificate of a Responsible Officer of the Borrower either (A) attaching copies of all material consents, licenses and approvals required in connection with the execution, delivery and performance by the Borrower and the validity against the Borrower of the Loan Documents to which it is a party, and such consents, licenses and approvals shall be in full force and effect, or (B) stating that no such consents, licenses or approvals are so required; (vii) a certificate signed by a Responsible Officer of the Borrower certifying (A) that the conditions specified in Sections 4.02(a), (b) and (c) of the Credit Agreement have been satisfied, (B) that there has been no event or circumstance since June 30, 2012 that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect, and (C) a calculation of the Consolidated Leverage Ratio as of the Effective Date, such Consolidated Leverage Ratio to be calculated on the basis of (1) the Consolidated Total Debt of the Borrower and its Subsidiaries as of the Effective Date after giving pro forma effect to all Credit Extensions to be made on the Effective Date, and (2) the Consolidated EBITDA of the Borrower and its Subsidiaries for the then most recently ended period of four (4) consecutive Fiscal Quarters for which financial information of the Borrower has been furnished by the Borrower to the Successor Administrative Agent and the Lenders; and (viii) an executed consent hereto in form and substance reasonably satisfactory to the Successor Administrative Agent from each Existing Lender which is not a “Lender” under the Amended Credit Agreement (each a “Departing Lender”). (b) The Exiting Administrative Agent shall have received counterparts of this Amendment duly executed and delivered by a customary “payoff letter” from the Borrower, and the Administrative Agent, each Issuing Bank and each Bank; (b) the Successor Administrative Agent shall have received a copy of that document, and all principal, interest, fees and other amounts owing under the Credit Agreement (ias in effect immediately prior to giving effect to this Amendment) all shall have been (or shall substantially contemporaneously be) repaid in full to the Exiting Administrative Agent for the account of the applicable parties (it being understood that such amounts may be repaid out of the proceeds of Revolving Loans under the Amended Credit Agreement and that any prior notice of prepayment of such amounts which would otherwise be required pursuant to the terms of the Credit Agreement is hereby waived). (c) Any fees required to be paid by the Borrower pursuant to fee letters executed and delivered by the Borrower in connection with the Amended Credit Agreement and (ii) all reasonable out-of-pocket expenses required to be paid by the Borrower to the Administrative Agent pursuant to Section 10.5 of the Credit Agreement for which reasonably detailed invoices have been presented to the Borrower Fee Letters on or before the date that is one Business Day prior to the date hereof; (c) the Administrative Agent Effective Date shall have received an executed legal opinion, dated as of the Amendment Effective Date, of (i) ▇▇▇▇▇ ▇▇▇▇▇ L.L.P., special counsel to the Borrower, and (ii) the general counsel or an associate general counsel and assistant corporate secretary (or its equivalent) of the Borrower, in each case reasonably satisfactory to the Administrative Agent;been paid. (d) The Borrower shall have paid, directly to counsel for the Exiting Administrative Agent and Successor Administrative Agent, all respective fees, charges and disbursements of counsel to the Exiting Administrative Agent and the Successor Administrative Agent, in each case, to the extent invoiced not less than two (2) Business Days prior to the Effective Date, plus such additional amounts of such fees, charges and disbursements as shall constitute its reasonable estimate of such fees, charges and disbursements incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between the Borrower and the Exiting Administrative Agent or the Successor Administrative Agent). (e) The Effective Date shall have occurred on or before September 28, 2012. Without limiting the generality of the provisions of the last paragraph of Section 9.03 of the Credit Agreement, for purposes of determining compliance with the conditions specified in this Section 5, each Lender that has signed this Amendment shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Successor Administrative Agent shall have received a certificate dated as of the Amendment Effective Date of the Secretary or Assistant Secretary of the Borrower certifying (i) the resolutions of the Board of Directors of the Borrower approving and authorizing the execution, delivery and performance by the Borrower of this Amendment and (ii) that all material authorizations, approvals and consents required to be obtained by the Borrower written notice from such Lender prior to the Amendment proposed Effective Date in connection with specifying its execution, delivery and performance of this Amendment have been obtained and are in full force and effect; and (e) the conditions precedent set forth in Section 5.3 of the Credit Agreement shall have been satisfiedobjection thereto.

Conditions to Effectiveness. This Amendment shall become effective as The effectiveness of the amendments contained in Section 1 hereof is conditioned upon satisfaction of the following conditions precedent (the date first written above (on which all such conditions have been satisfied being referred to herein as the “Amendment Effective Date”) when, and only when, each of the following conditions is satisfied (or waived in accordance with Section 10.1 of the Credit Agreement): (a) the Administrative Agent shall have received (i) signed written authorization from the Majority Facility Lenders with respect to the Tranche D Term Loan Facility and the US Revolving Credit Facility and the Additional Lenders to execute this Amendment on behalf of such Lenders, (ii) counterparts of this Amendment duly executed signed by each of WSCA, the Borrower and delivered by the Borrower, the Administrative Agent, and (iii) counterparts of the consent of the Guarantors attached hereto as Annex 1 (the “Consent”) executed by each Issuing Bank and each Bankof the Guarantors; (b) the Administrative Agent shall have received (i) all fees required to be paid by the Borrower pursuant to fee letters executed and delivered by the Borrower in connection with the Amended Credit Agreement and (ii) all reasonable out-of-pocket expenses required to be paid by the Borrower to the Administrative Agent pursuant to Section 10.5 each of the Credit Agreement for which reasonably detailed invoices have been presented to representations and warranties in Section 4 below shall be true and correct in all material respects on and as of the Borrower on or before the date that is one Business Day prior to the date hereofAmendment Effective Date; (c) the Administrative Agent shall have received an executed legal opinion, dated as of the Amendment Effective Date, payment in immediately available funds of (i) ▇▇▇▇▇ ▇▇▇▇▇ L.L.P., special counsel those fees previously agreed to by the Borrowerparties hereto in connection with this Amendment, and (ii) all expenses incurred by the general Administrative Agent (including, without limitation, legal fees) reimbursable under the Credit Agreement and for which invoices have been presented; (d) in consideration of this Amendment, the Borrower shall have paid to the Administrative Agent, for the account of each Lender that executes and returns to the Administrative Agent its consent no later than 5:00 p.m. (New York time) on April 11, 2007, a fee equal to 0.05% of such Lender’s Aggregate Exposure (determined prior to giving effect to this Amendment); (e) the Administrative Agent shall have received executed legal opinions from counsel or an associate general counsel and assistant corporate secretary (or its equivalent) of to the BorrowerLoan Parties, in each case form and substance reasonably satisfactory acceptable to the Administrative Agent; (df) the Administrative Agent shall have received (i) commitments (including by way of conversion) from banks and other financial institutions with respect to the Tranche E Term Loans in an aggregate principal amount equal to $294,646,850, (ii) as applicable, (x) a certificate dated as of fully executed Lender Addendum with respect to each such bank or other financial institution committing to fund such Tranche E Term Loans (and pursuant to which, on the Amendment Effective Date, such bank or other financial institution shall become a Tranche E Term Loan Lender, for all purposes under the Credit Agreement) or (y) a fully executed Conversion Notice with respect to each Continuing Lender electing to convert its Tranche D Term Loans into Tranche E Term Loans (and pursuant to which on the Amendment Effective Date all of the Secretary or Assistant Secretary outstanding principal amount of Tranche D Term Loans held by such Lender shall convert into Tranche E Term Loans); it being agreed and understood that delivery of a fully executed Conversion Notice by a Lender shall be deemed to constitute an authorization by such Lender directing the Borrower certifying Administrative Agent to execute this Amendment; (ig) the resolutions of Acquisition and related transactions shall have been consummated simultaneously with the Board of Directors of the Borrower approving and authorizing the execution, delivery and performance by the Borrower effectiveness of this Amendment Amendment, and (ii) that all material authorizations, approvals and consents required to the documentation governing the Acquisition shall be obtained by the Borrower prior reasonably satisfactory to the Amendment Effective Date in connection with its execution, delivery and performance of this Amendment have been obtained and are in full force and effectAdministrative Agent; and (eh) the conditions precedent set forth in Section 5.3 of the Credit Agreement Administrative Agent shall have been satisfiedreceived such other documents, instruments, certificates, opinions and approvals as it may reasonably request.

Conditions to Effectiveness. This First Amendment shall become not be effective as of the date first written above (the “Amendment Effective Date”) when, and only when, until each of the following conditions is satisfied (or waived in accordance with Section 10.1 precedent have been fulfilled to the satisfaction of the Credit Agreement):Administrative Agent: (a) the Administrative Agent a. This First Amendment shall have received counterparts of this Amendment been duly executed and delivered by the BorrowerBorrowers, the Administrative Agent, each Issuing Bank the Collateral Agent and each Bank; (b) the Required Lenders. The Administrative Agent shall have received (i) all fees a fully executed copy hereof and of each other document required hereunder. b. All action on the part of the Borrowers necessary for the valid execution, delivery and performance by the Borrowers of this First Amendment shall have been duly and validly taken. The Administrative Agent shall have received from each of the Borrowers the resolutions authorizing the transactions described herein, certified by its secretary or other appropriate officer to be paid by true and complete. c. The Borrowers shall have reimbursed the Borrower pursuant to fee letters executed and delivered by the Borrower in connection with the Amended Credit Agreement and (ii) Administrative Agent for all of its reasonable out-of-pocket expenses required incurred in connection herewith, including, without limitation, reasonable attorneys' fees. d. The Borrowers shall have paid to the Administrative Agent, for the pro rata benefit of the Lenders who have entered into this First Amendment on or prior to the effective date hereof (in accordance with their respective Commitments), an amendment fee in an amount equal to 0.05% of the sum of such Lenders' Commitments. Such amendment fee shall be fully earned and paid by the Borrower Borrowers to the Administrative Agent pursuant in full on the effective date of this First Amendment. Such amendment fee shall not be subject to Section 10.5 refund or rebate under any circumstances. e. No Default or Event of the Credit Agreement for which reasonably detailed invoices Default shall have been presented occurred and be continuing. f. The Borrowers shall have provided such additional instruments, documents, and agreements to the Borrower on or before the date that is one Business Day prior to the date hereof; (c) the Administrative Agent shall have received an executed legal opinion, dated as of the Amendment Effective Date, of (i) ▇▇▇▇▇ ▇▇▇▇▇ L.L.P., special counsel to the Borrower, and (ii) the general counsel or an associate general counsel and assistant corporate secretary (or its equivalent) of the Borrower, in each case reasonably satisfactory to the Administrative Agent; (d) the Administrative Agent shall and its counsel may have received a certificate dated as of the Amendment Effective Date of the Secretary or Assistant Secretary of the Borrower certifying (i) the resolutions of the Board of Directors of the Borrower approving and authorizing the execution, delivery and performance by the Borrower of this Amendment and (ii) that all material authorizations, approvals and consents required to be obtained by the Borrower prior to the Amendment Effective Date in connection with its execution, delivery and performance of this Amendment have been obtained and are in full force and effect; and (e) the conditions precedent set forth in Section 5.3 of the Credit Agreement shall have been satisfiedreasonably requested.

Conditions to Effectiveness. This Amendment shall become effective as of on the date first written above (the “"Amendment Effective Date”") when, and only when, each on which all of the following conditions is satisfied (or waived in accordance with Section 10.1 of the Credit Agreement): (a) the Administrative Agent precedent shall have received counterparts of been satisfied or waived; provided that the amendment set forth in Section II.7(a) above shall become effective when this Amendment duly has been executed and delivered by each Lender: 1. This Amendment shall have been (i) executed by the Borrower, CCI, the Administrative Agent, the Required Lenders, Tranche A Term Lenders the Tranche A Term Loan Percentages of which aggregate at least a majority and the Tranche B Term Loan Lenders set forth in the signature pages hereto and (ii) acknowledged and consented to by the other Credit Parties, each Issuing Bank and each Bank;in accordance with the terms of the Credit Agreement. (b) the 2. The Administrative Agent shall have received received, with a counterpart for each Lender, (i) all fees required to be paid by the Borrower pursuant to fee letters executed and delivered by the Borrower in connection with the Amended Credit Agreement and (ii) all reasonable out-of-pocket expenses required to be paid by the Borrower to the Administrative Agent pursuant to Section 10.5 of the Credit Agreement for which reasonably detailed invoices have been presented to the Borrower on or before the date that is one Business Day prior to the date hereof; (c) the Administrative Agent shall have received an executed legal opinionopinion of Weil, dated as of the Amendment Effective Date, of (i) ▇▇▇Gotshal & Mang▇▇ ▇▇▇▇▇ L.L.P., special counsel to the Borrower, in form and (ii) the general counsel or an associate general counsel and assistant corporate secretary (or its equivalent) of the Borrower, in each case reasonably substance satisfactory to the Administrative Agent; , (dii) a copy of the resolutions, in form and substance satisfactory to the Administrative Agent shall have received a certificate dated as of the Amendment Effective Date of the Secretary or Assistant Secretary of the Borrower certifying (i) the resolutions Agent, of the Board of Directors or duly authorized committee of the Borrower approving and CCI authorizing the execution, delivery and performance by the Borrower of this Amendment and (iiiii) that a certificate of the Secretary or an Assistant Secretary (or comparable officer) of each of the Borrower and CCI, dated the Amendment, Effective Date, as to the incumbency and signature of the Responsible Officers of such Person executing this Amendment and any certificate or other document to be delivered by it pursuant hereto, together with evidence of the incumbency of such Secretary or Assistant Secretary. 3. The Borrower shall have paid to the Administrative Agent all material authorizations, approvals fees and consents expenses in connection with this Amendment and the Tranche B Term Loans required to be obtained by paid to the Borrower Administrative Agent and the Lenders on or prior to the Amendment Effective Date in connection with its execution, delivery and performance of this Amendment have been obtained and are in full force and effect; and (e) the conditions precedent set forth in Section 5.3 of the Credit Agreement shall have been satisfiedDate.

Conditions to Effectiveness. This The effectiveness of this Amendment shall become effective is subject to fulfillment of the following conditions precedent: 3.1. The Borrowers and all Lenders have executed and delivered this Amendment and the Divestiture Side Letter (or a consent thereto). 3.2. A certificate of the Secretary or Assistant Secretary (or other appropriate officer) of each Borrower dated as of the date first written above (hereof and certifying as to the “Amendment Effective Date”) when, and only when, each of the following conditions is satisfied (or waived in accordance with Section 10.1 of the Credit Agreement):following: (a) a true and accurate copy of the Administrative Agent shall have received counterparts resolutions or unanimous written consent of such Borrower authorizing the execution, delivery, and performance of this Amendment duly executed and delivered by the Borrower, the Administrative Agent, each Issuing Bank and each BankAmendment; (b) the incumbency, names, titles, and signatures of the officers of such Person authorized to execute the Loan Documents (including this Amendment and the Divestiture Side Letter) to which such Borrower is a party and, as to the Borrowers’ Agent, to request Loans and the issuance of Letters of Credit; (c) there has been no amendment to the articles of incorporation, certificate of formation, certificate of partnership or other equivalent documents of such Borrower since true and accurate copies of the same were last delivered to the Lenders, or specifying any changes; and (d) the representations and warranties set forth in Section 5 of this Amendment are true and correct. 3.3. The Administrative Agent shall have received certified copies of all documents evidencing any necessary corporate action, consent or governmental or regulatory approval (iif any) with respect to this Amendment. 3.4. All corporate and legal proceedings relating to the Borrowers and all fees required to be paid by the Borrower pursuant to fee letters executed instruments and delivered by the Borrower agreements in connection with the Amended Credit Agreement transactions contemplated by this Amendment shall be reasonably satisfactory in scope, form and (ii) all reasonable out-of-pocket expenses required to be paid by the Borrower substance to the Administrative Agent pursuant Agent, such documents where appropriate to Section 10.5 of the Credit Agreement for which reasonably detailed invoices have been presented to the Borrower on be certified by proper corporate or before the date that is one Business Day prior to the date hereof;governmental authorities. (c) the 3.5. The Administrative Agent shall have received an executed legal opinion, dated as of the Amendment Effective Date, of (i) from ▇▇▇▇▇ ▇▇▇▇▇ L.L.P.(a) an amendment fee in an amount equal to 0.10% of the Aggregate Commitments after giving effect to this Amendment, special counsel for obligation to the Borrower, Lenders and (iib) the general counsel or an associate general counsel and assistant corporate secretary (or its equivalent) of the Borrower, in each case reasonably satisfactory any fees due to the Administrative Agent; (d) Agent and the Administrative Agent shall have received a certificate dated as of Lenders pursuant to the Amendment Effective Date of the Secretary or Assistant Secretary of the Borrower certifying (i) the resolutions of the Board of Directors of the Borrower approving and authorizing the execution, delivery and performance by the Borrower terms of this Amendment and (ii) that all material authorizations, approvals and consents required to be obtained by the Borrower prior to the Amendment Effective Date Loan Documents. The fees described in connection with its execution, delivery this Section 3.5 shall be nonrefundable and performance of this Amendment have been obtained and are in full force and effect; and (e) the conditions precedent set forth in Section 5.3 of the Credit Agreement shall have been satisfiedfully earned when paid.

Conditions to Effectiveness. This Amendment shall become effective as of the date first above written above (the “Amendment Effective Date”) when, and only when, each of the following conditions is have been satisfied (or waived by the Administrative Agent and the Lenders party hereto in accordance with Section 10.1 of the Credit Agreementtheir sole discretion): (a) the The Administrative Agent shall have received counterparts received, in immediately available funds, to the extent invoiced prior to the Amendment Effective Date, reimbursement or payment of this Amendment duly executed and delivered by the Borrower, the Administrative Agent, each Issuing Bank and each Bank; (b) the Administrative Agent shall have received (i) all fees required to be paid by the Borrower pursuant to fee letters executed and delivered by the Borrower in connection with the Amended Credit Agreement and (ii) all reasonable out-of-pocket costs and expenses of the Administrative Agent (including, but not limited to, the reasonable fees and expenses of counsel (including, but not limited to, one local counsel and any specialist counsel in each relevant jurisdiction) to the Administrative Agent) required to be reimbursed or paid by the Borrower to the Administrative Agent pursuant to Section 10.5 of the Credit Agreement for which reasonably detailed invoices have been presented to the Borrower on hereunder or before the date that is one Business Day prior to the date hereof;under any other Loan Document. (cb) the The Administrative Agent shall have received an executed legal opinionthe following documents, each document being dated the date of receipt thereof by the Administrative Agent (which date shall be the same for all such documents, except as of the Amendment Effective Date, of (i) ▇▇▇▇▇ ▇▇▇▇▇ L.L.P., special counsel to the Borrower, and (ii) the general counsel or an associate general counsel and assistant corporate secretary (or its equivalent) of the Borrowerotherwise specified below), in each case reasonably form and substance satisfactory to the Administrative Agent: (i) either (A) counterparts of this Amendment duly executed by the Borrower, the Lenders, the Administrative Agent, and the Fronting Banks or (B) written evidence satisfactory to the Administrative Agent that such parties have signed counterparts of this Amendment; (dii) the Administrative Agent shall have received a certificate dated as certified copies of the Amendment Effective Date of the Secretary or Assistant Secretary of the Borrower certifying (iA) the resolutions of the Board of Directors of the Borrower approving this Amendment and authorizing the Credit Agreement and (B) all documents evidencing any other necessary corporate action with respect to this Amendment and the Credit Agreement; (iii) a certificate of the Secretary or an Assistant Secretary of the Borrower certifying (A) the names and true signatures of the officers of the Borrower authorized to sign this Amendment and the other documents to be delivered hereunder, (B) that attached thereto are true and correct copies of the Organizational Documents of the Borrower, in each case as in effect on such date, and (C) that true and correct copies of all governmental and regulatory authorizations and approvals required for the due execution, delivery and performance by the Borrower of this Amendment and the Credit Agreement have previously been delivered to the Administrative Agent and remain in full force and effect on such date; (iiiv) a certificate of an Authorized Officer of the Borrower (the statements in which shall be true) certifying that, both before and after giving effect to this Amendment, (A) no event has occurred and is continuing that constitutes an Event of Default or an Unmatured Default with respect to the Borrower and (B) all representations and warranties of the Borrower contained in the Credit Agreement and each other Loan Document to which the Borrower is a party are true and correct in all material authorizationsrespects (or in the case of any representation or warranty already qualified by materiality, approvals true and consents required correct in all respects) on and as of the Amendment Effective Date, as though made on and as of such date (other than any such representation or warranty that by its terms refers to a specific date, in which case such representation and warranty shall be obtained true and correct as of such specific date); and (v) opinions of ▇▇▇▇▇▇, ▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, special counsel for the Borrower, as reasonably requested by the Borrower Administrative Agent. (c) The Administrative Agent shall have received all documentation and information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including, without limitation, the Patriot Act and the Beneficial Ownership Regulation, to the extent such documentation or information is requested by the Administrative Agent on behalf of any Lender prior to the Amendment Effective Date in connection with its execution, delivery and performance of this Amendment have been obtained and are in full force and effect; and (e) the conditions precedent set forth in Section 5.3 of the Credit Agreement shall have been satisfiedDate.

Conditions to Effectiveness. This Amendment shall become effective as of the date first written above (the “Amendment Effective Date”) whenMarch 24, and only when2003, each of the following conditions is satisfied (or waived in accordance with Section 10.1 of the Credit Agreement): when (a) the Administrative Agent shall have received counterparts of this Amendment duly executed and delivered by the Borrower, the Administrative Agent, each Issuing Bank and each Bank; (b) the Administrative Agent shall have received (i) all fees required to be paid by counterparts of this Amendment that, when taken together, bear the Borrower pursuant to fee letters executed signatures of the Borrowers and delivered by the Borrower in connection with the Amended Credit Agreement Required Lenders and (ii) the Amendment Fee, (b) the representations and warranties set forth in Section 11 hereof are true and correct (as set forth on an officer's certificate delivered to the Administrative Agent), (c) all reasonable out-of-pocket fees and expenses required to be paid or reimbursed by the Borrower Borrowers pursuant hereto or the Credit Agreement or otherwise, including all invoiced fees and expenses of counsel to the Administrative Agent pursuant to Section 10.5 of and the Credit Agreement for which reasonably detailed invoices Syndication Agent, shall have been presented to paid or reimbursed, as applicable, (d) the Borrower on or before shall have obtained , at any time after March 1, 2003, at least $10,000,000 in gross proceeds from a Specified Equity Offering, and the Borrower shall have applied $10,000,000 to prepay Term Borrowings after such date that is one Business Day prior to the date hereof; and (ce) the Administrative Agent shall have received an executed legal opinion, dated as of the Amendment Effective Date, of (i) ▇▇▇▇▇ ▇▇▇▇▇ L.L.P., special counsel to an agreement between the Equity Purchaser and the Borrower, duly executed and delivered on behalf of the Equity Purchaser and the Borrower and in full force and effect (and identifying the Administrative Agent, the Syndication Agent and the Lenders as third-party beneficiaries), in substantially the form of Exhibit G hereto, pursuant to which if, at any time and from time to time, the Borrower is required to obtain an amount of cash from a Specified Equity Offering pursuant to Section 5.15 of the Credit Agreement, then on such day the Equity Purchaser shall, unless the Equity Purchaser shall cause an Affiliate thereof (other than the Borrower or any of the Subsidiaries) or another Qualified Equity Provider to, purchase equity securities from the Borrower or (at the option of the Equity Purchaser) make equity contributions to the Borrower (in each case as contemplated by the definition of "Specified Equity Offering"), and the Equity Purchaser shall or shall cause such Affiliate or Other Qualified Equity Purchaser to pay to the Administrative Agent (for the account of the Borrower) in respect of such purchase or contributions cash in an aggregate amount equal to the Compliance Amount at such time and (ii) a favorable written opinion (addressed to the general counsel or an associate general counsel Administrative Agent, the Syndication Agent and assistant corporate secretary (or its equivalentthe Lenders) of counsel to the BorrowerEquity Purchaser, in each case form and substance reasonably satisfactory to the Administrative Agent; , with respect to the Equity Purchaser and the purchase agreement referred to in clause (de)(i) the Administrative Agent shall have received a certificate dated as of the Amendment Effective Date of the Secretary or Assistant Secretary of the Borrower certifying (i) the resolutions of the Board of Directors of the Borrower approving and authorizing the execution, delivery and performance by the Borrower of this Amendment and (ii) that all material authorizations, approvals and consents required Section. The purchase agreement referred to be obtained by the Borrower prior to the Amendment Effective Date in connection with its execution, delivery and performance of this Amendment have been obtained and are in full force and effect; and clause (e) of this Section shall be a Loan Document for all purposes (other than for purposes of Section 9.02 of the conditions precedent set forth in Credit Agreement), and the Equity Purchaser shall be deemed to be (a) a Loan Party solely for purposes of Section 5.3 4.02(a) of the Credit Agreement and (b) a Subsidiary solely for purposes of paragraph (c) of Article VII of the Credit Agreement. Any prepayment of a Term Borrowing described in clause (d) of this Section shall have been satisfiedbe deemed to be a mandatory prepayment under Section 2.11(b) of the Credit Agreement.

Conditions to Effectiveness. This Amendment shall become effective as of on the date first written above (the “Amendment Effective Date”) when, and only when, each of on which the following conditions is shall have been satisfied (or waived in accordance with Section 10.1 of the Credit Agreement):waived: (a) the Administrative Agent shall have received counterparts of this Amendment Amendment, duly executed and delivered by the Borrower, Loan Parties and the Administrative Agent, each Issuing Bank and each BankLender; (b) the Administrative Agent Loan Parties shall have received (i) all fees required to be paid complied with Section 5.13 of the Credit Agreement, including the delivery by the Borrower pursuant to fee letters executed and delivered by the Borrower in connection with the Amended Credit each Assetco of a Joinder Agreement and (ii) all reasonable out-of-pocket expenses required to be paid by the Borrower to the Administrative Agent pursuant to Section 10.5 of the Credit Agreement for which reasonably detailed invoices have been presented to the Borrower on or before the date that is one Business Day prior to the date hereofAgent; (c) the Administrative Agent shall have received an executed legal opinion, dated as of the Amendment Effective Date, copies of (i) ▇▇▇▇▇ ▇▇▇▇▇ L.L.P.the Atlantic Acquisition Documentation, special counsel the Atlantic Seller Note, the Atlantic Note Purchase Agreements and the Atlantic Collateral Access Agreements, each certified by an officer of the Borrower to be true and correct and in full force and effect as of the BorrowerEffective Date, and (ii) the general counsel or an associate general counsel and assistant corporate secretary (or its equivalent) any payoff letter delivered under Section 6.1.6 of the Borrower, in each case reasonably satisfactory to the Administrative AgentAtlantic Acquisition Agreement; (d) the Administrative Agent shall have received a certificate dated as each document (including any Uniform Commercial Code financing statement) required by the Collateral Documents or under law or reasonably requested by the Administrative Agent to be filed, registered or recorded in order to create in favor of the Amendment Effective Date Administrative Agent, for the benefit of the Secretary or Assistant Secretary Lenders, a perfected Lien on the Collateral acquired pursuant to the Atlantic Acquisition to the extent required by Section 5.13 of the Borrower certifying (i) the resolutions of the Board of Directors of the Borrower approving and authorizing the execution, delivery and performance by the Borrower of this Amendment and (ii) that all material authorizations, approvals and consents required to be obtained by the Borrower prior to the Amendment Effective Date in connection with its execution, delivery and performance of this Amendment have been obtained and are in full force and effect; andCredit Agreement; (e) the conditions precedent set forth Atlantic Acquisition shall have been consummated in accordance with the Atlantic Acquisition Documentation; (f) the Administrative Agent shall have received legal opinions from counsel to the Borrower and its Subsidiaries in form and substance reasonably satisfactory to the Administrative Agent; (g) the Administrative Agent shall have received such certificates as may be reasonably requested by the Administrative Agent including confirmation that the Borrower is in compliance with the requirements of Section 5.3 6.12 of the Credit Agreement both prior to and immediately after drawdown; (h) the Administrative Agent shall have been satisfied(i) received and be satisfied with updated inventory appraisals in connection with the Acquisition and (ii) conducted a satisfactory field examination of the accounts receivable, inventory and related working capital matters and financial information of Atlantic, including related data processing and other systems; and (i) the Administrative Agent shall have received evidence reasonably satisfactory to it that the Borrower shall have received $36,900,000 in gross cash proceeds from the issuance of the Additional Senior Secured Notes pursuant to the Atlantic Note Purchase Agreements.

Conditions to Effectiveness. This The amendments to the Credit Agreement set forth in Section 1 of this Amendment shall become be deemed to be effective as of on the date first written above (hereof but shall be subject to the “Amendment Effective Date”) when, and only when, satisfaction of each of the following conditions is satisfied (or waived in accordance with Section 10.1 of the Credit Agreement):precedent: (a) the The Administrative Agent shall have received counterparts of to this Amendment duly executed and delivered by the Borrower, the Administrative Agent, each Issuing Bank Borrowers and each Bank;of the Lenders. (b) The Administrative Agent shall have received, for the ratable account of each Lender, $669,907.50, representing the unpaid balance of the amendment fee referenced in Section 3.3(d) of the Credit Agreement, as such Section is amended hereby. (c) The Administrative Agent shall have received reimbursement in full by AHL of the Administrative Agent’s legal and other advisory fees and expenses it has heretofore incurred in connection with the preparation, negotiation, execution and delivery of any of the Loan Documents or any instruments and documents contemplated thereby. (d) The Administrative Agent shall have received such other documents as it shall have reasonably requested, in form and substance satisfactory to the Administrative Agent. The consent set forth in Section 2 of this Amendment shall be subject to the satisfaction of the following conditions precedent: (e) The Administrative Agent shall have received (i1) all fees required to be paid by the Borrower pursuant to fee letters following documents duly executed and delivered by the Borrower in connection with the Amended Credit on behalf of ServiceAdvantage: (A) a Joinder Agreement and the documents referred to therein; (iiB) all reasonable out-of-pocket expenses required a supplement to be paid by the Borrower Security Agreement substantially in the form attached thereto; and (C) a Form UCC-1 Financing Statement, or authorization to execute the same on behalf of ServiceAdvantage in form and substance satisfactory to the Administrative Agent pursuant to Section 10.5 and (2) the following additional instruments and documents: (A) the certificate representing all of the Credit Agreement for which reasonably detailed invoices have been presented issued and outstanding shares of the capital stock of ServiceAdvantage, (B) a supplement to the Borrower on or before Pledge Agreement executed by the date that is one Business Day prior to shareholder of ServiceAdvantage and substantially in the date hereof; form attached thereto and (cC) such other documents as the Administrative Agent shall have received an executed legal opinionreasonably request, dated as including, without limitation, officers’ certificates, financial statements, opinions of counsel, board resolutions, charter documents, certificates of existence and authority to do business and any other closing certificates and documents described in Section 4.2 of the Amendment Effective DateCredit Agreement. (f) In conjunction with the Liquidation, of (i) ▇▇▇▇▇ ▇▇▇▇▇ L.L.P., special counsel to the Borrower, and (ii) the general counsel or an associate general counsel and assistant corporate secretary (or its equivalentBorrowers shall have complied with Section 2.4(c) of the Borrower, in each case reasonably satisfactory to the Administrative Agent; (d) the Administrative Agent shall have received a certificate dated as of the Amendment Effective Date of the Secretary or Assistant Secretary of the Borrower certifying (i) the resolutions of the Board of Directors of the Borrower approving and authorizing the execution, delivery and performance by the Borrower of this Amendment and (ii) that all material authorizations, approvals and consents required to be obtained by the Borrower prior to the Amendment Effective Date in connection with its execution, delivery and performance of this Amendment have been obtained and are in full force and effect; and (e) the conditions precedent set forth in Section 5.3 of the Credit Agreement shall have been satisfiedAgreement.

Conditions to Effectiveness. This Amendment shall become effective as of the date first written above (the “Amendment No. 2 Effective Date”) when, and only when, each on which all of the following conditions is satisfied (or waived in accordance with Section 10.1 of the Credit Agreement):have been satisfied: (a) the Administrative Agent shall have received counterparts of this Amendment duly executed execution and delivered delivery hereof by the Borrower, the Subsidiary Borrowers, the Administrative Agent, each Issuing Bank of the Consenting Term B Lenders (which collectively constitute the Required Lenders) and each Bankof the New Term B Lenders 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 facsimile or other electronic transmission of a signed signature page to this Amendment) that such party has signed a counterpart of this Amendment; (b) the Administrative Agent shall have received (i) all fees required to be paid execution and delivery by the Borrower pursuant to fee letters executed Borrower, the Subsidiary Borrowers and delivered by the Borrower Subsidiary Guarantors of an Affirmation of Guaranty and Security Documents in connection with substantially the Amended Credit Agreement and (ii) all reasonable out-of-pocket expenses required to be paid by the Borrower to the Administrative Agent pursuant to Section 10.5 form of the Credit Agreement for which reasonably detailed invoices have been presented to the Borrower on or before the date that is one Business Day prior to the date hereofExhibit A hereto; (c) the Administrative Agent shall have received an executed legal opinion, dated as of the Amendment Effective Date, of (i) ▇▇▇▇▇ ▇▇▇▇▇ L.L.P., special counsel to the Borrower, representations and (ii) the general counsel or an associate general counsel warranties set forth in Section 3 hereof are true and assistant corporate secretary (or its equivalent) of the Borrower, in each case reasonably satisfactory to the Administrative Agent; (d) correct and the Administrative Agent shall have received a certificate certificate, dated as the Amendment No. 2 Effective Date and signed by a Senior Officer of the Amendment Effective Date Borrower, certifying to the accuracy of the Secretary or Assistant Secretary of the Borrower certifying foregoing; and (id) the resolutions of Term B Lenders and the Board of Directors of the Borrower approving Administrative Agent shall have received all interest, fees and authorizing the execution, delivery other amounts due and performance by the Borrower of this Amendment and (ii) that all material authorizations, approvals and consents required to be obtained by the Borrower payable on or prior to the Amendment No. 2 Effective Date under or in connection with its executionthis Amendment, delivery and performance including, to the extent invoiced, reimbursement or payment of all out of pocket expenses required to be reimbursed or paid by the Borrower in connection with this Amendment have been obtained and are in full force all reasonable and effect; and (e) documented legal fees of counsel to the conditions precedent set forth in Section 5.3 of the Credit Agreement shall have been satisfiedAdministrative Agent.

Conditions to Effectiveness. This Amendment shall become effective as The Administrative Agent, the Required Lenders and the Loan Parties agree that the forbearance obligations of the date first written above (Administrative Agent and the “Amendment Effective Date”) when, and only when, Lenders herein shall be effective upon the satisfaction of each of the following conditions is satisfied precedent, each in form and substance satisfactory to the Administrative Agent, on September 30, 2010 (or waived in accordance with Section 10.1 of the Credit Agreement“Forbearance Effective Date”): (a) The Loan Parties, the Required Lenders and the Administrative Agent shall have received counterparts of this Amendment duly executed and delivered by the Borrower, to the Administrative Agent, each Issuing Bank and each Bank;Agent this Forbearance Agreement. (b) The applicable Subsidiaries of the Administrative Agent Loan Parties shall have received (i) all fees required to be paid by the Borrower pursuant to fee letters executed and delivered by the Borrower in connection with the Amended Credit Agreement and (ii) all reasonable out-of-pocket expenses required to be paid by the Borrower to the Administrative Agent pursuant to Section 10.5 of the Credit Agreement for which reasonably detailed invoices have been presented to the Borrower on entered into amendments, waivers, forbearances or before the date that is one Business Day prior to the date hereof; (c) the Administrative Agent shall have received an executed legal opinion, dated as of the Amendment Effective Date, of (i) ▇▇▇▇▇ ▇▇▇▇▇ L.L.P., special counsel to the Borrower, and (ii) the general counsel or an associate general counsel and assistant corporate secretary (or its equivalent) of the Borrower, in each case other modifications reasonably satisfactory to the Administrative Agent; Agent of each loan agreement evidencing the existing Indebtedness of such Subsidiaries of the Loan Parties described on Schedule 7.02 of the Credit Agreement and any other material Indebtedness of such Subsidiaries (dincluding, without limitation, the various loan agreements among certain Subsidiaries of Holdings and The Royal Bank of Scotland plc, DVB Group Merchant Bank (Asia) Ltd., Credit Suisse, AIG Commercial Equipment Finance, Inc, Commerzbank AG and Berenberg Bank) deferring or forbearing any rights with respect to the failure to make any payments of principal due under such loan agreements to a date which is no earlier than the Forbearance Termination Date, and the Administrative Agent shall have received a certificate dated as signed Officer’s Certificate, certified by a duly authorized officer of Holdings to be true and complete, attaching true, correct and complete fully executed copies of each such amendment, forbearance, waiver and modification to each such loan agreement. (c) The Administrative Agent shall have received evidence that all corporate action necessary for the valid execution and delivery by the Loan Parties of this Forbearance Agreement and the performance of the Amendment Effective Date of transactions contemplated hereby and thereby shall have been taken. (d) The Administrative Agent shall have received payment for the Secretary fees, and expenses including, without limitation, fees and expenses incurred by their counsel and their Restructuring Advisors and other consultants, for which invoices or Assistant Secretary of estimates therefor have been provided to the Borrower certifying (i) the resolutions of the Board of Directors of the Borrower approving and authorizing the execution, delivery and performance by the Borrower of this Amendment and (ii) that all material authorizations, approvals and consents required to be obtained by the Borrower Loan Parties on or prior to the Amendment Forbearance Effective Date in connection with its execution, delivery and performance of this Amendment have been obtained and are in full force and effect; andDate. (e) The representations and warranties of each of the conditions precedent set forth Loan Parties in Section 5.3 of the Credit Agreement and the other Loan Documents shall be true and correct as of the Forbearance Effective Date, except with respect to the occurrence of the Specified Defaults referred to herein and to the extent that any of such representations and warranties relate by their terms to a prior date they shall be true and correct as of such prior date. (f) There shall have been satisfiedoccurred no Default or Event of Default other than the Specified Defaults.

Conditions to Effectiveness. This Amendment shall become be effective as of the date first written above hereof (the “"Amendment No. 6 Effective Date”") when, and only when, each upon the satisfaction of the following conditions is satisfied precedent by 5:00 p.m. (or waived in accordance with Section 10.1 of Boston time) on a date (such date being referred to herein as the Credit Agreement):"Effective Date") occurring not later than August 13, 2001: (a) Receipt by the Administrative Agent shall have received counterparts of an original counterpart signature to this Amendment Amendment, duly executed and delivered by the Borrower, the Administrative AgentGuarantors, each Issuing Bank of the Lenders and each Bank;the Agent. (b) the Administrative Agent shall have received (i) all fees required to be paid Receipt by the Borrower pursuant to fee letters executed and delivered by the Borrower in connection with the Amended Credit Agreement and (ii) all reasonable out-of-pocket expenses required to be paid by the Borrower to the Administrative Agent pursuant to Section 10.5 of the Credit Agreement for which reasonably detailed invoices have been presented to the Borrower on or before the date that is one Business Day prior to the date hereof; (c) the Administrative Agent shall have received an executed legal opinion, dated as of the Amendment Effective Date, of (i) ▇▇▇▇▇ ▇▇▇▇▇ L.L.P., special counsel to evidence of proper corporate authorization by each of the BorrowerObligors of this Amendment, and (ii) a legal opinion of Hill & ▇▇▇▇▇▇, counsel to the general counsel Borrower and those Obligors which are organized in the Commonwealth of Massachusetts or an associate general counsel the State of Delaware, on such corporate authorization by the Borrower and assistant corporate secretary such Guarantors of this Amendment, the enforceability thereof and such other matters as the Agent may request. (or c) Receipt by the Agent of a list, which the Borrower hereby certifies to be true and correct in all material respects, of all bank, investment and other accounts maintained by the Borrower and its equivalentSubsidiaries. (d) Receipt by the Agent of the BorrowerEffective Date Installment of the Amendment Fee. (e) Receipt by the Administrative Agent and each Lender of payment by the Borrower of the fees and expenses of the Agent and such Lender incurred in connection with this Amendment and the review, in each case reasonably satisfactory analysis, and administration of the credit facilities of the Borrower and its Subsidiaries and presented through the date hereof, including, without limitation, the reasonable fees and expenses of counsel to the Administrative Agent; (d) the Administrative Agent shall have received a certificate dated as of the Amendment Effective Date of the Secretary or Assistant Secretary of the Borrower certifying (i) the resolutions of the Board of Directors of the Borrower approving and authorizing the execution, delivery and performance by the Borrower of this Amendment and (ii) that all material authorizations, approvals and consents required to be obtained by the Borrower prior to the Amendment Effective Date in connection with its execution, delivery and performance of this Amendment have been obtained and are in full force and effect; and (e) the conditions precedent set forth in Section 5.3 of the Credit Agreement shall have been satisfied.

Conditions to Effectiveness. This Amendment The Extension set forth in Section 1 and the limited waiver set forth in Section 2 shall become effective as of the date first written above (the “Amendment Effective Date”) when, and only when, on which each of the following conditions is satisfied (or waived in accordance with Section 10.1 of the Credit Agreement):precedent shall have been satisfied: (a) the a. The Administrative Agent shall have received counterparts of this Amendment Agreement duly executed and delivered by AWCC, the BorrowerParent (solely for purposes of acknowledging Section 4), the Administrative Agent, each Issuing Bank Agent and each Bank;Extending Lenders constituting the Required Lenders. (b) the Administrative Agent b. AWCC shall have received paid (i) all fees required to be paid by ▇▇▇▇▇ Fargo Securities, LLC (“WFS”), for the Borrower pursuant account of each Extending Lender, an extension fee equal to fee letters executed and delivered by 0.06% of such Lender’s Commitment as of the Borrower in connection with the Amended Credit Agreement and Effective Date, (ii) all the other fees and reasonable out-of-pocket expenses required to be paid by the Borrower to the Administrative Agent pursuant to Section 10.5 of the Credit Agreement for which reasonably detailed invoices have been presented to the Borrower on or before the date that is one Business Day prior to the date hereof; (c) the Administrative Agent shall have received an executed legal opinionEffective Date under that certain fee letter, dated as of the Amendment Effective DateMarch 17, of (i) 2020, among AWCC, WFS and ▇▇▇▇▇ ▇▇▇▇▇ L.L.P.Fargo Bank, special counsel National Association and (iii) all other fees and reasonable expenses of the Administrative Agent and the Lenders required under the Credit Agreement and any other Loan Document to be paid on or prior to the Borrower, Effective Date (including reasonable fees and (iiexpenses of counsel) the general counsel or an associate general counsel and assistant corporate secretary (or its equivalent) of the Borrower, in each case reasonably satisfactory to the Administrative Agent;connection with this Agreement. (d) the c. The Administrative Agent shall have received a certificate of a Responsible Officer of AWCC, dated as of the Amendment Effective Date Date, confirming satisfaction of the Secretary or Assistant Secretary of the Borrower certifying (i) the resolutions of the Board of Directors of the Borrower approving and authorizing the execution, delivery and performance by the Borrower of this Amendment and (ii) that all material authorizations, approvals and consents required to be obtained by the Borrower prior to the Amendment Effective Date in connection with its execution, delivery and performance of this Amendment have been obtained and are in full force and effect; and (e) the conditions precedent set forth in Section 5.3 Sections 3.02(b) and 3.02(c) of the Credit Agreement (with all references in such Sections to a Borrowing or Swing Line Borrowing being deemed to be references to the extension of the Termination Date). d. The Administrative Agent shall have been satisfiedreceived copies (certified to be true and complete by a Responsible Officer of the Borrower) of all governmental approvals (if any) required for each of the Borrower and the Parent in connection with the Extension.

Conditions to Effectiveness. This Amendment shall become effective as of the date first written set forth above upon the receipt subject to the reasonable satisfaction or waiver by the Administrative Agent on behalf of the Required Lenders of the following conditions precedent (the “Amendment Effective Date”) when, and only when, each of the following conditions is satisfied (or waived in accordance with Section 10.1 of the Credit Agreement): (a) A. the Administrative Agent shall have received counterparts a certificate (in form and substance satisfactory to it), dated the Amendment Effective Date and signed by the President, a Vice President or a Financial Officer of the Borrower, certifying that the representations and warranties set forth in Section 4 of this Amendment are true and correct in all respects as of the date of this Amendment; B. the Administrative Agent shall have received a counterpart signature page to this Amendment, duly executed and delivered by the BorrowerBorrower and the Lenders; C. the Administrative Agent shall have received a Replacement Revolving Note, in the form prescribed by the Administrative Agent, each Issuing Bank and each Bankduly executed by the Borrower payable to the Lender; D. each of the Subsidiary Guarantors shall have executed and delivered a Reaffirmation of Guaranty in the form of Exhibit A hereto; E. the Administrative Agent shall have received a Supplement No. 1 to Subsidiary Guaranty, in the form of Exhibit B hereto, duly executed by Miltronics, USA, Inc. (b) “Miltronics”); F. the Administrative Agent shall have received (i) all fees required to be paid by the Borrower pursuant to fee letters executed and delivered by the Borrower in connection with the Amended Credit Agreement and (ii) all reasonable out-of-pocket expenses required to be paid by the Borrower to the Administrative Agent pursuant to Section 10.5 of the Credit Agreement for which reasonably detailed invoices have been presented to the Borrower on or before the date that is one Business Day prior to the date hereof; (c) the Administrative Agent shall have received an executed legal opinion, dated as of the Amendment Effective Date, of (i) ▇▇▇▇▇ ▇▇▇▇▇ L.L.P., special counsel to the Borrower, and (ii) the general counsel or an associate general counsel and assistant corporate secretary (or its equivalent) of the Borrower, in each case reasonably satisfactory to the Administrative Agent; (d) the Administrative Agent shall have received a certificate dated as of the Amendment Effective Date of the Secretary or Assistant Secretary of the Borrower certifying Miltronics, executed by its Secretary, which shall (iA) certify the resolutions of the its Board of Directors of the Borrower approving and authorizing the execution, delivery and performance of the Credit Documents to which it is a party, (B) identify by name and title and bear the signatures of its officers authorized to sign the Credit Documents to which it is a party, and (C) contain appropriate attachments, including its articles of incorporation certified by the Borrower relevant authority of its jurisdiction of organization and a true and correct copy of its by-laws, and (ii) a long form good standing certificate from its jurisdiction of organization; G. the Administrative Agent shall have received such documents and certificates as the Administrative Agent or its counsel may reasonably request relating to UCC lien searches of the Credit Parties, the organization, existence and good standing of the Credit Parties, the authorization of this Amendment and any other legal matters relating to the Credit Parties, this Amendment or the Credit Agreement (ii) as amended hereby), all in form and substance satisfactory to the Administrative Agent and its counsel; and H. the Administrative Agent shall have received evidence, satisfactory to the Administrative Agent, that the Borrower has paid all material authorizationsfees and, approvals and consents required to be obtained the extent billed, expenses payable by the Borrower prior to Credit Parties hereunder or under the Credit Agreement on the Amendment Effective Date in connection with its execution, delivery and performance of this Amendment have been obtained and are in full force and effect; and (e) the conditions precedent set forth in Section 5.3 of the Credit Agreement shall have been satisfiedDate.

Conditions to Effectiveness. This Amendment shall become effective as The effectiveness of the date first written above (the “Amendment Effective Date”) when, and only when, this Agreement is subject to satisfaction of each of the following conditions is satisfied (or waived in accordance with Section 10.1 of the Credit Agreement):conditions: (a) On or before the Effective Date, the Borrower shall have delivered to the Lenders (or to the Administrative Agent shall have received counterparts with sufficient copies, originally executed where appropriate, for each Lender) each, unless otherwise noted, dated the Effective Date: (i) Certified copies of this Amendment duly executed and delivered by its Certificate of Incorporation, together with a good standing certificate from the Borrower, Secretary of State of the Administrative Agentjurisdiction of its incorporation, each Issuing Bank and each Bankto be dated a recent date prior to the Effective Date; (bii) Copies of its Bylaws, certified as of the Administrative Agent shall have received Effective Date by its corporate secretary or an assistant secretary; (iiii) all fees Resolutions of its board of directors, directly or indirectly, approving and authorizing the execution, delivery and performance of this Agreement and any other documents, instruments and certificates required to be paid by the Borrower pursuant to fee letters executed and delivered by the Borrower in connection herewith and, directly or indirectly, approving and authorizing the incurrence of the Loans, each certified as of the Effective Date by its corporate secretary or an assistant secretary as being in full force and effect without modification or amendment; (iv) Signature and incumbency certificates with respect to the Amended Credit Agreement Persons executing this Agreement; (v) Executed copies of this Agreement; and (vi) Such other documents as the Administrative Agent may reasonably request. (b) The Borrower shall have paid all fees and (ii) all reasonable out-of-pocket expenses required to be paid by the Borrower other amounts due and payable to the Administrative Agent pursuant to Section 10.5 of and the Credit Agreement for which reasonably detailed invoices have been presented to the Borrower Lenders on or before the date that is one Business Day prior to Effective Date and for which invoices have been received by the date hereof;Borrower reasonably in advance of the Effective Date. (c) the The Administrative Agent shall have received an originally executed legal opinion, dated as copy of the Amendment Effective Date, favorable written opinions of (i) E. R▇▇▇▇▇ ▇▇▇▇▇▇, Esq., Executive Vice President and General Counsel of the Borrower and J▇▇▇▇ L.L.P.▇. ▇▇▇▇▇▇▇, Esq., Executive Counsel of the Borrower, each dated as of the Effective Date and substantially in the form of Exhibits B and C annexed hereto; the Borrower hereby expressly instructs such counsel to prepare such opinion and deliver it to the Lenders for their benefit and such opinion shall contain a statement to that effect. (d) The Administrative Agent shall have received an originally executed copy of the favorable written opinion of D▇▇▇▇ ▇▇▇▇ & W▇▇▇▇▇▇▇ LLP, special counsel to the BorrowerAgents, and (ii) the general counsel or an associate general counsel and assistant corporate secretary (or its equivalent) of the Borrower, in each case reasonably satisfactory to the Administrative Agent; (d) the Administrative Agent shall have received a certificate dated as of the Amendment Effective Date Date, substantially in the form of the Secretary or Assistant Secretary of the Borrower certifying (i) the resolutions of the Board of Directors of the Borrower approving and authorizing the execution, delivery and performance by the Borrower of this Amendment and (ii) that all material authorizations, approvals and consents required to be obtained by the Borrower prior to the Amendment Effective Date in connection with its execution, delivery and performance of this Amendment have been obtained and are in full force and effect; andExhibit D annexed hereto. (e) As of the Effective Date: (i) The representations and warranties contained herein shall be true, correct and complete 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 that the representations and warranties need not be true and correct to the extent that changes in the facts and conditions on which such representations and warranties are based are required or permitted under this Agreement (provided that if any such representation or warranty is qualified by “materially”, “Material Adverse Effect” or a similar term, such representation and warranty (as so qualified) shall be true and correct in all respects); (ii) No event shall have occurred and be continuing or would result from the effectiveness of this Agreement which would constitute (a) an Event of Default or (b) a Potential Event of Default. (f) To the extent such documentation and information has been requested by the Lenders, the Lenders shall have received all documentation and other information required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act. The Administrative Agent shall promptly notify the Borrower, the Lenders and the Administrative Agent of the satisfaction of the conditions precedent set forth in Section 5.3 of the Credit Agreement this ‎Section 3.01, and such notice shall have been satisfiedbe conclusive and binding on all parties hereto.

Conditions to Effectiveness. This Amendment Agreement shall become effective as of on the date first written above (Effective Date and enforceable against the “Amendment Effective Date”) when, and only when, each parties hereto upon the occurrence of the following conditions is satisfied (or waived in accordance with Section 10.1 of the Credit Agreement):precedent: (a) the The Administrative Agent shall have received counterparts of multiple original counterparts, as requested by the Administrative Agent, of: (1) this Amendment Agreement duly and validly executed and delivered by duly authorized officers of the Borrower, the Administrative Agent, each the US Swing Line Lender, the Issuing Bank Lender, and each Bankthe Majority Lenders; (b2) the Administrative Agent shall have received (i) all fees required to be paid Amended and Restated Guaranty Agreement executed by each Credit Party existing on the Borrower pursuant to fee letters executed and delivered by the Borrower in connection with the Amended Credit Agreement and (ii) all reasonable out-of-pocket expenses required to be paid by the Borrower to the Administrative Agent pursuant to Section 10.5 of the Credit Agreement for which reasonably detailed invoices have been presented to the Borrower on or before the date that is one Business Day prior to the date hereofEffective Date; (c3) the Administrative Agent shall have received an Security Agreement executed legal opinion, dated as of by each Credit Party existing on the Amendment Effective Date, together with appropriate UCC-1 financing statements, if any, necessary or desirable for filing with the appropriate authorities and any other documents, agreements, or instruments necessary to create, perfect or maintain an Acceptable Security Interest in the Collateral described in the Security Agreement; (4) a customary legal opinion of (i) ▇▇▇▇▇▇ and ▇▇▇▇▇ L.L.P.▇, special counsel to the Borrower, LLP in form and (ii) the general counsel or an associate general counsel and assistant corporate secretary (or its equivalent) of the Borrower, in each case substance reasonably satisfactory acceptable to the Administrative Agent; (d5) a completed and executed Asset Coverage Test Certificate (as defined in Annex A) in form and substance reasonably acceptable to the Administrative Agent shall have received and calculating the Asset Coverage Ratio (as defined in Annex A) to be in effect on the Effective Date and calculated for the month ending December 31, 2015; (6) a completed and executed perfection certificate in form and substance reasonably acceptable to the Administrative Agent; (7) a certificate from a Responsible Officer of the Borrower dated as of the Amendment Effective Date date hereof stating that as of the Secretary or Assistant Secretary of such date (A) all representations and warranties set forth in this Agreement are true and correct in all material respects, and (B) no Default has occurred and is continuing; and (8) a secretary’s certificate from the Borrower certifying the Credit Parties’ officers’ incumbency, authorizing resolutions and organizational documents. (b) The Borrower shall have paid (i) the resolutions of the Board of Directors of the Borrower approving and authorizing the execution, delivery and performance by the Borrower of this Amendment amendment fee as set forth in Section 6(f) below and (ii) that all material authorizations, approvals other costs and consents required to be obtained by the Borrower prior to the Amendment Effective Date in connection with its execution, delivery and performance of this Amendment expenses which have been obtained invoiced and are in full force and effect; and (e) the conditions precedent set forth in payable pursuant to Section 5.3 9.4 of the Credit Agreement shall have been satisfiedAgreement.

Conditions to Effectiveness. This Amendment shall become effective as Upon the satisfaction or waiver of the date first written above (the “Amendment Effective Date”) when, and only when, each of the following conditions is satisfied conditions, this Agreement shall be deemed to be effective (or waived in accordance with Section 10.1 the date of such satisfaction, the Credit Agreement“Effective Date”): (a) the Administrative Agent shall have received counterparts of this Amendment duly Agreement executed and delivered by the Administrative Agent and the Borrower, the Administrative Agent, each Issuing Bank and each Bank; (b) the Administrative Agent shall have received (i) all fees required to be paid by the Borrower pursuant to fee letters an executed and delivered by the Borrower in connection with the Amended Credit Agreement and (ii) all reasonable out-of-pocket expenses required to be paid by the Borrower to written authorization directing the Administrative Agent pursuant to Section 10.5 of execute this Agreement on its behalf (each, an “Authorization”) from the Credit Agreement for which reasonably detailed invoices have been presented to the Borrower on or before the date that is one Business Day prior to the date hereofLenders constituting Required Lenders; (c) the Administrative Agent shall have received an executed legal opinion, dated as counterparts of the Amendment Effective Date, of (i) ▇▇▇▇▇ ▇▇▇▇▇ L.L.P., special counsel to the Borrower, Acknowledgment and (ii) the general counsel or an associate general counsel and assistant corporate secretary (or its equivalent) of the Borrower, in Reaffirmation attached hereto executed by each case reasonably satisfactory to the Administrative AgentSubsidiary Guarantor; (d) the Borrower shall have paid to the Administrative Agent shall have received a certificate dated as (or its applicable affiliate), for the account of each Lender (including ▇▇▇▇▇ Fargo) that executes and delivers an Authorization to the Administrative Agent (or its counsel) on or prior to 5:00 p.m. (Eastern Time) on January 29, 2015, an amendment fee in an amount equal to .05% of the Amendment Effective Date sum of the Secretary or Assistant Secretary Revolving Credit Commitments and outstanding Term Loans of the Borrower certifying (i) the resolutions of the Board of Directors of the Borrower approving and authorizing the execution, delivery and performance by the Borrower of this Amendment and (ii) that all material authorizations, approvals and consents required to be obtained by the Borrower prior to the Amendment Effective Date in connection with its execution, delivery and performance of this Amendment have been obtained and are in full force and effecteach such Lender; and (e) each of the conditions precedent set forth Administrative Agent and ▇▇▇▇▇ Fargo Securities, LLC shall have been paid or reimbursed for all fees and reasonable and documented out-of-pocket costs and expenses incurred by it or its Affiliates in connection with this Agreement, including, without limitation, the reasonable and documented fees, disbursements and other charges of one counsel for the Administrative Agent and its Affiliates. Without limiting the generality of the provisions of the last paragraph of Section 5.3 9.03 of the Credit Agreement Agreement, for purposes of determining compliance with the conditions specified in this Section 3, each Lender that has executed an Authorization shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have been satisfiedreceived notice from such Lender prior to the proposed Effective Date specifying its objection thereto.

Conditions to Effectiveness. This Amendment The amendments to the Credit Agreement set forth in Section 1 and the assignments set forth in Section 2 shall become effective as of on the first date first written above (the “Amendment Effective Date”) when, and only when, each of on which the following conditions is satisfied (or waived in accordance with Section 10.1 of the Credit Agreement):have been satisfied: (a) the Administrative Agent shall have received counterparts of this Amendment duly hereof executed and delivered by the Borrower, the Administrative Agent, each Issuing Bank the Borrower and each BankLender; (b) the Administrative Agent Borrower shall have received (i) paid all fees required to be paid by to certain of the Borrower pursuant Joint Lead Arrangers and to fee letters executed and delivered by the Borrower Lenders in connection with the Amended Credit Agreement and (ii) all reasonable out-of-pocket expenses required to be paid by the Borrower to the Administrative Agent pursuant to Section 10.5 of the Credit Agreement for which reasonably detailed invoices have been presented to the Borrower on or before the date that is one Business Day prior to the date hereofthis Amendment as separately agreed; (c) the Administrative Agent and the Joint Lead Arrangers shall have received an executed legal opinionpayment for all reasonable and documented costs and expenses required to be paid or reimbursed under Section 12.2 of the Credit Agreement, as amended hereby; (d) to the extent reasonably requested by the Administrative Agent, the Administrative Agent shall have received: (i) from the Borrower, certificates and other documentation, dated as of the Amendment Effective Date, of (i) ▇▇▇▇▇ ▇▇▇▇▇ L.L.P., special counsel in form and substance substantially consistent with the certificates and other documentation delivered on the Effective Date pursuant to the Borrower, Sections 3.1 and (ii) the general counsel or an associate general counsel and assistant corporate secretary (or its equivalent) 3.2 of the Borrower, in each case Credit Agreement or otherwise reasonably satisfactory acceptable to the Administrative Agent; (dii) the Administrative Agent shall have received and a certificate of a Responsible Officer of the Borrower dated as of the Amendment Effective Date of certifying as to the Secretary or Assistant Secretary of the Borrower certifying (i) the resolutions of the Board of Directors of the Borrower approving representations and authorizing the execution, delivery and performance by the Borrower warranties set forth in Section 4 of this Amendment and (ii) that all material authorizations, approvals and consents required to be obtained by the Borrower prior to the Amendment Effective Date in connection with its execution, delivery and performance of this Amendment have been obtained and are in full force and effectAmendment; and (e) at least five (5) Business Days prior to the conditions precedent set forth Amendment Effective Date, to the extent reasonably requested in writing at least ten (10) Business Days prior to the Amendment Effective Date, the documentation that the Administrative Agent and the Lenders are required to obtain from the Borrower under Section 5.3 326 of the Credit Agreement shall have been satisfiedUSA PATRIOT ACT (P.L. 107-56, 115 Stat. 272 (2001)) and under any other provision of the Patriot Act, the Bank Secrecy Act (P.L. 91-508, 84 Stat. 1118 (1970)) or any regulations under such Act or the Patriot Act that contain document collection requirements that apply to the Administrative Agent and the Lenders and (ii) to the extent the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, the Beneficial Ownership Certification to each Lender that so requests.

Conditions to Effectiveness. This Amendment shall become effective as The effectiveness of the date first written above this Agreement is subject to satisfaction (the “Amendment Effective Date”or waiver in accordance with Section 10.01) when, and only when, each of the following conditions is satisfied (or waived in accordance with Section 10.1 of the Credit Agreement):precedent: (a) The Administrative Agent’s receipt of the following, each of which shall be originals or photocopies, each properly executed by a Responsible Officer of the Borrower, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance reasonably satisfactory to the Administrative Agent shall have received and each of the Lenders: (i) executed counterparts of this Amendment duly executed and delivered by the Borrower, the Administrative Agent, each Issuing Bank and each BankAgreement; (bii) the Administrative Agent shall have received (i) all fees required to be paid by the Borrower pursuant to fee letters a Note executed and delivered by the Borrower in connection with favor of each Lender requesting a Note; (iii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers or of the Amended Credit Agreement and (ii) all reasonable out-of-pocket expenses required to be paid by Secretary or Assistant Secretary of the Borrower to as the Administrative Agent pursuant may reasonably require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to Section 10.5 of act as a Responsible Officer in connection with this Agreement and the Credit Agreement for which reasonably detailed invoices have been presented to the Borrower on or before the date that is one Business Day prior to the date hereofother Loan Documents; (civ) such documents and certifications as the Administrative Agent shall have received an executed legal opinionmay reasonably require to evidence that the Borrower is duly organized or formed, dated as and that the Borrower is validly existing, in good standing and qualified to engage in business under the laws of the Amendment Effective Date, jurisdiction of its incorporation; (iv) ▇▇▇▇▇ ▇▇▇▇▇ L.L.P., special an opinion of counsel to the Borrower, addressed to the Administrative Agent and (ii) the general counsel or an associate general counsel and assistant corporate secretary (or its equivalent) of the Borrowereach Lender, in each case form and substance reasonably satisfactory to the Administrative Agent;; and (dvi) the Administrative Agent shall have received a certificate dated as of the Amendment Effective Date signed by a Responsible Officer or of the Secretary or Assistant Secretary of the Borrower certifying (iA) that the resolutions of the Board of Directors representations and warranties of the Borrower approving contained in Article 5 (x) that are qualified by materiality shall be true and authorizing correct on and as of the executionClosing Date, delivery and performance (y) that are not qualified by materiality, are true and correct in all material respects on and as of the Closing 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 if qualified by materiality, in all respects) as of such earlier date, (B) that no Default shall exist, or would result from the transactions to occur on the Closing Date, (C) that there has been no event or circumstance since the date of the Audited Financial Statements that has had, either individually or in the aggregate, a Material Adverse Effect, (D) the current Debt Rating, and (E) that attached thereto is a true and complete copy of the Maverick Share Purchase Agreement. (b) Any fees required to be paid on or before the Closing Date shall have been paid. (c) Unless waived by the Administrative Agent and subject to limitations otherwise agreed in writing, the Borrower shall have paid all fees, charges and disbursements of this Amendment counsel to the Administrative Agent (directly to such counsel if requested by the Administrative Agent) in respect of which the Borrower has been provided a reasonably detailed invoice, plus such additional amounts of such fees, charges and disbursements as shall constitute its reasonable estimate of such fees, charges and disbursements incurred or to be incurred by it through the closing proceedings (provided, that, such estimate shall not thereafter preclude a final settling of accounts between the Borrower and the Administrative Agent). (d) The Administrative Agent’s and each Lender’s receipt of (i) documentation and information that the Administrative Agent or such Lender requests at least five Business Days prior to the Closing Date in order to comply with its obligations under applicable “know your customer” and anti-money laundering rules and regulations, including the PATRIOT Act, and (ii) to the extent requested by the Administrative Agent or such Lender, and to the extent that all material authorizationsthe Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, approvals and consents required a Beneficial Ownership Certification in relation to the Borrower. 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 obtained 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 Borrower Administrative Agent shall have received notice from such Lender prior to the Amendment Effective proposed Closing Date in connection with specifying its execution, delivery and performance of this Amendment have been obtained and are in full force and effect; and (e) the conditions precedent set forth in Section 5.3 of the Credit Agreement shall have been satisfiedobjection thereto.

Conditions to Effectiveness. This Amendment shall become effective as of Each Increased Revolving Commitment pursuant to this Section (and the date first written above (Revolving Loans to be made thereunder on the “Amendment applicable Increased Revolving Commitment Effective Date”) when, and only when, each shall be subject to the satisfaction of the following conditions is satisfied (or waived in accordance with Section 10.1 of the Credit Agreement):precedent: (ai) the Administrative Agent shall have received counterparts of this Amendment duly one or more Joinder Agreements executed and delivered by the Borrower, the applicable New Revolving Lender(s) and Administrative Agent, and (if applicable) an amendment to this Agreement and the other Loan Documents, in each Issuing Bank and each Bankcase as contemplated above, providing for such Increased Revolving Commitment; (b) the Administrative Agent shall have received (i) all fees required to be paid by the Borrower pursuant to fee letters executed and delivered by the Borrower in connection with the Amended Credit Agreement and (ii) all reasonable out-of-pocket expenses required to be paid by the Borrower to the Administrative Agent pursuant to Section 10.5 of the Credit Agreement for which reasonably detailed invoices have been presented to the Borrower on or before the date that is one Business Day prior to the date hereof; (c) the Administrative Agent shall have received an executed legal opinion, dated as of the Amendment Effective Date, of (i) ▇▇▇▇▇ ▇▇▇▇▇ L.L.P., special counsel to the Borrower, and (ii) the general counsel or an associate general counsel and assistant corporate secretary (or its equivalent) proceeds of the BorrowerCredit Extensions under the Increased Revolving Commitments shall be used by the Borrower solely to for working capital and general corporate purposes, in each case reasonably satisfactory to including without limitation for any transactions permitted hereunder, and for the Administrative Agentpayment of related transaction costs, fees and expenses; (diii) the Administrative Agent shall have received a certificate of a Responsible Officer of the Borrower dated as of the Amendment such Increased Revolving Commitment Effective Date of the Secretary or Assistant Secretary of the Borrower (A) certifying (i) and attaching the resolutions of the Board of Directors of adopted by the Borrower approving or consenting to such Increased Revolving Commitment and authorizing (B) certifying that the execution, delivery conditions of this Section with respect thereto have been satisfied; (iv) Administrative Agent shall have received such legal opinions and performance other documents reasonably requested by the Borrower of this Amendment Administrative Agent in connection therewith; (v) both before and (ii) that all material authorizations, approvals and consents required to be obtained by the Borrower prior after giving effect to the Amendment Effective Date Increased Revolving Commitments and the making Credit Extensions thereunder, each of the conditions set forth in connection with its execution, delivery and performance of this Amendment have been obtained and are in full force and effectSection 4.02 shall be satisfied; and (evi) all fees and expenses owing in respect of such Increased Revolving Commitment to the conditions precedent set forth in Section 5.3 of the Credit Agreement Administrative Agent or any Lender (other than a Defaulting Lender) shall have been satisfiedpaid.

Conditions to Effectiveness. This Amendment The obligations of the Lenders (including the Swingline Lender) to make Loans and the obligation of the Issuing Bank to issue any Letter of Credit hereunder shall not become effective as of until the date first written above (the “Amendment Effective Date”) when, and only when, on which each of the following conditions is satisfied (or waived in accordance with Section 10.1 of by the Credit AgreementAdministrative Agent): (a) the The Administrative Agent shall have received counterparts of this Amendment duly executed and delivered by the Borrower, the Administrative Agent, each Issuing Bank and each Bank; (b) the Administrative Agent shall have received (i) all fees required and other amounts due and payable on or prior to be paid by the Borrower pursuant to fee letters executed and delivered by the Borrower in connection with the Amended Credit Agreement and (ii) Closing Date, including reimbursement or payment of all reasonable out-of-pocket expenses (including reasonable fees, and disbursements of outside counsel to the Administrative Agent) required to be reimbursed or paid by the Borrower hereunder, under the Fee Letter and under any agreement with the Administrative Agent or SunTrust Capital Markets, Inc., as Arranger. (b) The Administrative Agent (or its counsel) shall have received the following: (i) a counterpart of this Agreement signed by or on behalf of each party hereto; (ii) Revolving Credit Notes payable to each Lender and a Swingline Note payable to the Swingline Lender, in each case duly executed by the Borrower; (iii) the Subsidiary Guaranty Agreement, duly executed by the Material Domestic Subsidiaries and acknowledged by the Borrower; (iv) the Security Agreement duly executed by all Loan Parties, together with (A) the Perfection Certificate duly completed and executed by the Borrower with respect to the Borrower and its Material Domestic Subsidiaries, (B) UCC financing statements and other applicable documents under the laws of the jurisdictions with respect to the perfection of the Liens granted under the Security Agreement, as reasonably requested by the Administrative Agent in order to perfect such Liens, duly authorized or executed (as appropriate) by all Loan Parties, (C) except as permitted by Section 5.13(c), copies of favorable UCC, tax and judgment lien search reports in all necessary or appropriate jurisdictions and under all legal and trade names of all Loan Parties reasonably requested by the Lenders, (1) indicating that there are no prior Liens on any of the Collateral other than Permitted Encumbrances or Liens permitted by Section 7.2(f), or (2) accompanied by such UCC termination statements (or authorization for the Administrative Agent to file such UCC amendments or termination statements), and such other cancellations and releases reasonably requested by the Administrative Agent to release all Liens other than Permitted Encumbrances on any Collateral and Liens permitted by Section 7.2(f); and (D) duly executed Collateral Access Agreements with respect to locations leased or under the control of third parties at which Inventory to be included within the Borrowing Base is located; (v) the Domestic Pledge Agreement, duly executed by all Loan Parties that own or hold Capital Stock of a Material Domestic Subsidiary, and the Cayman Pledge Agreement duly executed by JLG International and the Borrower, together with (A) original certificates, if any, evidencing the issued and outstanding shares of Capital Stock of the Loan Parties pledged to the Administrative Agent pursuant thereto, and (B) stock powers or other appropriate instruments of transfer executed in blank with respect to Section 10.5 of the Credit Agreement for which reasonably detailed invoices have been presented to the Borrower on or before the date that is one Business Day prior to the date hereofsuch certificates; (cvi) Patent Security Agreements and Trademark Security Agreements, each dated the Closing Date and executed by each Loan Party that owns Patents and Trademarks, as applicable; (vii) except as set forth on Schedule 5.13, the Bank Account Control Agreements and Investment Control Agreements with respect to all deposit accounts, securities, securities entitlements, other financial assets held in a securities account, commodity account, and commodity contracts of the Loan Parties; (viii) the Administrative Agent shall have received an Intercreditor Agreement, duly executed legal opinionby the Lenders, dated as the lender providing the Pari Passu Credit Facility, The Bank of Tokyo-Mitsubishi, Ltd., New York Branch, Citizens Bank of Pennsylvania and the Borrower; (ix) a certificate of the Amendment Effective DateSecretary or Assistant Secretary of each Loan Party, attaching and certifying copies of (iA) its bylaws, partnership agreement, limited liability company operating agreement, or comparable organizational documents, (B) resolutions of its board of directors or other governing body, as applicable, approving the execution, delivery and performance of the Loan Documents to which it is a party, and (C) certifying the name, title and true signature of each officer of such Loan Party executing the Loan Documents to which it is a party; (x) certified copies of the articles or certificate of incorporation, certificate of organization or limited partnership, or other registered organizational documents of each Loan Party, together with certificates of good standing or existence, as may be available from the Secretary of State of the jurisdiction of organization of such Loan Party and each other jurisdiction where such Loan Party is required to be qualified to do business as a foreign corporation and a failure to be so qualified would not reasonably be expected to result in a Material Adverse Effect; (xi) favorable written opinions of in-house counsel to the Loan Parties, Covington & Burling, outside counsel to the Loan Parties, and ▇▇▇▇▇▇ ▇▇lan▇▇ ▇▇▇ L.L.P., special counsel ▇▇sel to the BorrowerAdministrative Agent, in each case addressed to the Administrative Agent and each of the Lenders, and covering such matters relating to the Loan Parties, the Loan Documents and the transactions contemplated therein as the Administrative Agent shall reasonably request; (iixii) a certificate, dated the general counsel Closing Date and signed by a Responsible Officer, certifying that immediately before and after giving effect to the initial Revolving Loans hereunder, (A) no Default or an associate general counsel Event of Default exists and assistant corporate secretary (or its equivalentB) all representations and warranties of each Loan Party set forth in the Loan Documents are true and correct, (xiii) if the Borrower wishes to make a Borrowing on the Closing Date, Notice of Borrowing and a funds disbursement agreement, duly executed by the Borrower; (xiv) Borrowing Base Certificate dated as of the Closing Date, duly executed by the chief financial officer of the Borrower, demonstrating that after giving effect to the Revolving Loans to be made on the Closing Date, the Borrowing Availability is at least $25,000,000; (xv) certified copies of all consents, approvals, authorizations, registrations and filings and orders required to be made or obtained under any Requirement of Law, or by any Contractual Obligation of each Loan Party, in each case connection with the execution, delivery, performance, validity and enforceability of the Loan Documents, and such consents, approvals, authorizations, registrations, filings and orders shall be in full force and effect, and all applicable waiting periods shall have expired; (xvi) certificates of insurance issued on behalf of insurers of the Loan Parties, describing in reasonable detail the types and amounts of insurance (property and liability) maintained by the Loan Parties, naming the Administrative Agent as additional insured and loss payee, as appropriate, together with a separate loss payable endorsement in favor of the Administrative Agent, executed by the insurance carrier(s) providing all such property and casualty insurance; (xvii) a field audit of all Accounts and Inventory of the Loan Parties (other than Accounts and Inventory of JLG OmniQuip, Inc. and its Subsidiaries), completed by auditors selected by the Administrative Agent in consultation with the Borrower, the results of which shall be in form and substance reasonably satisfactory to the Administrative Agent; (dxviii) the Administrative Agent shall have received a certificate dated as certified copy of the Amendment Effective Date of the Secretary or Assistant Secretary of the Borrower certifying (i) the resolutions of the Board of Directors of the Borrower approving and authorizing the execution, delivery and performance by the Borrower of this Amendment and (ii) that all material authorizations, approvals and consents required to be obtained by the Borrower prior to the Amendment Effective Date documents executed in connection with its executionthe Pari Passu Credit Facility, delivery which shall be on terms and performance of this Amendment have been obtained and are in full force and effectconditions reasonably acceptable to the Administrative Agent; and (exix) evidence that all Indebtedness outstanding under the conditions precedent set forth in Section 5.3 of the Existing Credit Agreement shall has been repaid in full, and the Existing Credit Agreement and all commitments to lend thereunder have been satisfiedterminated (except for indemnification obligations that by their terms survive termination).

Conditions to Effectiveness. This Amendment Agreement shall become effective as of on the date first written above (Effective Date and enforceable against the “Amendment Effective Date”) when, and only when, each parties hereto upon the occurrence of the following conditions is satisfied (or waived in accordance with Section 10.1 of the Credit Agreement):precedent: (a) the The Administrative Agent shall have received counterparts received: (i) multiple original counterparts, as requested by the Administrative Agent, of this Amendment Agreement duly and validly executed and delivered by duly authorized officers of the Borrower, Guarantors, the Administrative Agent, the Issuing Lender, the Swing Line Lender and the Majority Lenders and a fee letter addressing the fees described in Section 5(c) below executed by the Borrower and ▇▇▇▇▇ Fargo Bank, N.A.; (ii) a certificate, dated as of the Effective Date, duly executed and delivered by the Borrower, the Administrative Agent, each Issuing Bank and each Bank; (b) the Administrative Agent shall have received (i) all fees required to be paid by the Borrower pursuant to fee letters executed and delivered by the Borrower in connection with the Amended Credit Agreement and (ii) all reasonable out-of-pocket expenses required to be paid by the Borrower to the Administrative Agent pursuant to Section 10.5 of the Credit Agreement for which reasonably detailed invoices have been presented to the Borrower on or before the date that is one Business Day prior to the date hereof; (c) the Administrative Agent shall have received an executed legal opinion, dated as of the Amendment Effective Date, of (i) ▇▇▇▇▇ ▇▇▇▇▇ L.L.P., special counsel to the Borrower, and (ii) the general counsel or an associate general counsel and assistant corporate secretary (or its equivalent) of the Borrower, in each case reasonably satisfactory to the Administrative Agent; (d) the Administrative Agent shall have received a certificate dated as of the Amendment Effective Date of the Secretary or Assistant Secretary Responsible Officer of the Borrower certifying as to (iA) updated officers’ incumbency and specimen signatures, (B) the resolutions of the Board of Directors of the Borrower approving authorizing this Agreement, and authorizing (C) true and complete copies of its organizational documents or that no changes have occurred to such organizational documents since copies of such documents were certified to the executionAdministrative Agent with the closing of the Credit Agreement on March 31, delivery 2008; and (iii) certificates of existence and performance by good standing for the Borrower in each state in which it is organized, which certificate shall be dated a date not sooner than 30 days prior to Effective Date. (b) The representations and warranties in this Agreement shall be true and correct in all material respects. (c) The Borrower shall have paid to the Administrative Agent (i) for the account of each Lender executing this Amendment Agreement on or prior to the Effective Date, a waiver fee equal to 0.15% of the sum of (a) such Lender’s Revolving Commitment plus (b) such Lender’s pro rata share of the principal amount of all Term Advances outstanding on the Effective Date; and (ii) that all material authorizations, approvals fees and consents required expenses of the Administrative Agent’s outside legal counsel and other consultants pursuant to be obtained by the Borrower all invoices presented for payment on or prior to the Amendment date this Agreement is entered into. The Borrower, ▇▇▇▇▇ Fargo Bank, N.A. and ▇▇▇▇▇ Fargo Securities LLC hereby acknowledge and agree that the waiver fee provided for in clause (i) is the waiver fee referred to in the fee letter among the Borrower, ▇▇▇▇▇ Fargo Bank, N.A. and ▇▇▇▇▇ Fargo Securities LLC dated the Effective Date in connection with its execution, delivery and performance of this Amendment have been obtained and are in full force and effect; and (e) the conditions precedent set forth in Section 5.3 of the Credit Agreement shall have been satisfiedDate.

Conditions to Effectiveness. This Amendment shall become effective as The effectiveness of the date first written above (the “Amendment Effective Date”) when, and only when, each this Agreement is subject to satisfaction of the following conditions is satisfied (or waived in accordance with Section 10.1 of the Credit Agreement):precedent: (a) The Administrative Agent’s receipt of the following, each of which shall be originals or telecopies (and in the case of clauses (a)(i) and (ii), followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the Borrower, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance reasonably satisfactory to the Administrative Agent shall have received Agent: (i) executed counterparts of this Amendment duly executed and delivered by the Borrower, the Administrative Agent, each Issuing Bank and each BankAgreement; (bii) the Administrative Agent shall have received (i) all fees required to be paid by the Borrower pursuant to fee letters a Note executed and delivered by the Borrower in connection with the Amended Credit Agreement and (ii) all reasonable out-of-pocket expenses required to be paid favor of each Lender as requested by the Administrative Agent; (iii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of the Borrower to as the Administrative Agent pursuant may reasonably require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to Section 10.5 of act as a Responsible Officer in connection with this Agreement and the Credit Agreement for other Loan Documents to which reasonably detailed invoices have been presented to the Borrower on or before the date that is one Business Day prior to the date hereofa party; (civ) such documents and certifications as the Administrative Agent shall have received an executed legal opinionmay reasonably require to evidence that the Borrower is duly organized or formed, dated as and that the Borrower is validly existing, in good standing and qualified to engage in business in the jurisdiction of the Amendment Effective Date, its incorporation; (v) a favorable opinion of (i) ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ L.L.P.& ▇▇▇▇▇▇▇▇ LLP, special counsel to the Borrower, and (ii) the general counsel or an associate general counsel and assistant corporate secretary (or its equivalent) of the Borrower, in each case reasonably satisfactory addressed to the Administrative AgentAgent and each Lender, as to such matters concerning the Borrower and the Loan Documents as the Administrative Agent may reasonably request; (dvi) the Administrative Agent shall have received a certificate dated as of the Amendment Effective Date of the Secretary or Assistant Secretary a Responsible Officer of the Borrower certifying either (iA) the resolutions attaching copies of the Board of Directors of the Borrower approving all consents, licenses and authorizing approvals required in connection with the execution, delivery and performance by the Borrower of this Amendment and (ii) that all material authorizations, approvals and consents required to be obtained by the validity against the Borrower prior of the Loan Documents to the Amendment Effective Date in connection with its executionwhich it is a party, delivery and performance of this Amendment have been obtained such consents, licenses and are approvals shall be in full force and effect, or (B) stating that no such consents, licenses or approvals are so required; (vii) a certificate signed by a Responsible Officer of the Borrower certifying (A) the representations and warranties of the Borrower contained in Article V are true and correct in all material respects (or, if already qualified as to materiality, in all respects) on and as of the Closing 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, if already qualified as to materiality, in all respects) as of such earlier date; (B) no Default exists; and (C) the current Debt Ratings; and (eviii) evidence that the Existing Credit Agreement has been or concurrently with the Closing Date is being terminated and all Liens securing obligations under the Existing Credit Agreement have been or concurrently with the Closing Date are being released. (b) (i) Upon the reasonable request of any Lender made at least seven days prior to the Closing Date, the Borrower shall have provided to such Lender, and such Lender shall be reasonably satisfied with, the documentation and other information so requested 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 days prior to the Closing Date and (ii) at least three days prior to the Closing Date, the Borrower that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation shall have delivered, to each Lender that so requests, a Beneficial Ownership Certification in relation to the Borrower. (c) The Lenders and the Administrative Agent and the Arrangers shall have received all fees required pursuant to the terms hereof to be paid, and all expenses for which invoices have been presented (including the reasonable fees and expenses of legal counsel), on or before the Closing Date, including fees and expenses and other compensation contemplated by the Fee Letters. Without duplication of the foregoing, unless waived by the Administrative Agent, the Borrower shall have paid all fees, charges and disbursements of counsel to the Administrative Agent (directly to such counsel if requested by the Administrative Agent) to the extent invoiced at least three days prior to the Closing Date. Without limiting the generality of the provisions of the last paragraph of Section 9.03, for purposes of determining compliance with the conditions precedent set forth specified in this Section 5.3 of the Credit 4.01, each Lender that has signed this Agreement shall be deemed to have been satisfiedconsented 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.

Conditions to Effectiveness. This Amendment shall become effective as of on the date first written above (the “Amendment No. 6 Effective Date”) when, and only when, on which each of the following conditions is satisfied (or waived in accordance with Section 10.1 of the Credit Agreement):satisfied: (a) the Administrative Agent shall have received counterparts of this Amendment duly executed and delivered by the Borrower, the Administrative Agent, each Issuing Bank and each Bank; (b) the Administrative Agent shall have received (i) all fees required to be paid by the Borrower pursuant to fee letters executed and delivered by the Borrower in connection with the Amended Credit Agreement and (ii) all reasonable out-of-pocket expenses required to be paid by the Borrower to the Administrative Agent pursuant to Section 10.5 of the Credit Agreement for which reasonably detailed invoices have been presented to the Borrower on or before the date that is one Business Day prior to the date hereof; (c) the Administrative Agent shall have received an executed legal opinion, dated as of the Amendment Effective Date, of (i) ▇▇▇▇▇ ▇▇▇▇▇ L.L.P., special counsel to the Borrower, and (ii) the general counsel or an associate general counsel and assistant corporate secretary (or its equivalent) of the Borrower, in each case reasonably satisfactory to the Administrative Agent; (d) A. the Administrative Agent shall have received a certificate dated as counterpart signature page of the Amendment Effective Date of the Secretary or Assistant Secretary of the Borrower certifying this Agreement, executed and delivered by (i) the resolutions of Borrower, (ii) each other Loan Party, (iii) the Board of Directors Administrative Agent and (iv) the Amendment No. 6 Incremental Term Lender; B. the Administrative Agent (or its counsel) shall have received a legal opinion from K▇▇▇▇▇▇▇ & E▇▇▇▇ LLP, New York counsel to the Loan Parties; C. the Administrative Agent (or its counsel) shall have received a solvency certificate from the chief financial officer, chief accounting officer or other officer with equivalent duties of the Borrower approving (after giving effect to the Amendment No. 6 Incremental Term Loans) substantially in the form attached as Exhibit E-2 to the Credit Agreement; D. the Administrative Agent (or its counsel) shall have received such certificates of good standing (or certificates of compliance) (in each case to the extent such concept exists) from the applicable secretary of state (or other Governmental Authority) of the jurisdiction of incorporation or organization of each Loan Party, certificates of resolutions or other action (including board resolutions), incumbency certificates, certificates of incorporation and/or other certificates of a Responsible Officer of each Loan Party as the Administrative Agent may reasonably require evidencing the identity, authority and authorizing the execution, delivery and performance by capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Amendment; E. the Borrower of this shall have paid all fees and expenses due to the Amendment No. 6 Lead Arrangers and the Amendment No. 6 Co-Manager and their respective Affiliates (iiincluding, if applicable, as an Amendment No. 6 Incremental Term Lender or New Term Lender) that all material authorizations, approvals and consents required to be obtained paid on the Amendment No. 6 Effective Date, and (in the case of expenses) invoiced at least three Business Days before the Amendment No. 6 Effective Date (except as otherwise reasonably agreed by the Borrower); F. the Borrower prior shall have delivered to the Administrative Agent, the New Term Lenders and the Amendment No. 6 Incremental Term Lender a certificate of a Responsible Officer, dated the date of borrowing, in form and substance reasonably satisfactory to the Administrative Agent, certifying as of Amendment No. 6 Effective Date to the representations and warranties set forth in connection with its execution, delivery clauses B and performance C of this Amendment have been obtained and are in full force and effectArticle III above; and (e) G. the conditions precedent set forth in Borrower shall have delivered to the Administrative Agent such notice of borrowing as required by Section 5.3 2.02 of the Credit Agreement shall have been satisfiedAgreement.

Conditions to Effectiveness. This The effectiveness of Section 1 of this Amendment shall become effective as be subject solely to the satisfaction or waiver of the date first written above following conditions precedent (the first date upon which such conditions precedent are satisfied, the “Fourth Amendment Effective Date”) when, and only when, each of the following conditions is satisfied (or waived in accordance with Section 10.1 of the Credit Agreement): (a) receipt by the Administrative Agent shall have received counterparts of copies of this Amendment duly executed and delivered by the BorrowerLoan Parties, the Administrative Agent, each Issuing Bank and each Bankthe Lenders (including the Term A-3 Lenders) and Voting Participants constituting Required Lenders; (b) receipt by the Administrative Agent shall have received of opinions of legal counsel to the Loan Parties (i) all fees required to be paid as requested by the Borrower pursuant to fee letters executed and delivered by the Borrower in connection with the Amended Credit Agreement and (ii) all reasonable out-of-pocket expenses required to be paid by the Borrower Administrative Agent), addressed to the Administrative Agent pursuant to Section 10.5 and each Lender, dated as of the Credit Agreement for which date hereof; (c) receipt by the Administrative Agent of such financial statements, budgets, forecasts, projections and other financial information as reasonably detailed invoices have been presented to requested by the Borrower on or before the date that is one Administrative Agent at least three (3) Business Day Days prior to the date hereof; (cd) receipt by the Administrative Agent shall have received an executed legal opinion, dated as of the Amendment Effective Date, of (i) ▇▇▇▇▇ ▇▇▇▇▇ L.L.P., special counsel to the Borrower, and (ii) the general counsel or an associate general counsel and assistant corporate secretary (or its equivalent) of the Borrowerfollowing, in each case form and substance reasonably satisfactory to the Administrative Agent: (i) copies of the Organization Documents of each Loan Party certified to be true and complete by the appropriate Governmental Authority of the state or other jurisdiction of its incorporation or organization, where applicable, and certified by a secretary, assistant secretary or Responsible Officer of such Loan Party to be true and correct as of the date hereof; (dii) customary closing certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent shall have received may reasonably require evidencing the authority and capacity of the Loan Parties to enter into the transactions contemplated by this Amendment and of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Amendment; and (iii) such documents and certifications as the Administrative Agent may reasonably require to evidence that each Loan Party is duly organized or formed, and is validly existing, in good standing (to the extent applicable) and qualified to engage in business in its state of organization or formation. (e) receipt by the Administrative Agent of a certificate dated as of the Amendment Effective Date of the Secretary or Assistant Secretary a Responsible Officer of the Borrower certifying that as of the Fourth Amendment Effective Date: (i) the resolutions of the Board of Directors of the Borrower approving and authorizing the executionsince May 29, delivery and performance by the Borrower of this Amendment and 2022, there has been no development or event which has had or could reasonably be expected to have a Material Adverse Effect, (ii) that all material authorizations, approvals and consents required to be obtained by the Borrower prior to the Amendment Effective Date in connection with its executionextent applicable, delivery all necessary material governmental and performance of this Amendment third party consents, subordinations and waivers have been obtained and are in full force and effect, (iii) there are no actions, suits or proceedings by or before any arbitrator or Governmental Authority pending against or, to the knowledge of the Borrower, threatened in writing against the Borrower or any of its Restricted Subsidiaries (A) that could reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect or (B) as of the Fourth Amendment Effective Date, that involve this Amendment or the transactions contemplated hereby, (iv) the representations and warranties of each Loan Party contained in Article VI of the Amended Credit Agreement and any other Loan Document are true and correct in all material respects (except when qualified as to materiality or Material Adverse Effect, in which case they shall be true and correct in all respects) on and as of the date hereof, except to the extent that such representations and warranties relate to an earlier date, in which case they shall be true and correct as of such earlier date in all material respects; and (v) no Default exists as of the Fourth Amendment Effective Date or will result from this Amendment; (f) upon the request by the Administrative Agent made at least ten (10) days prior to the date hereof, receipt by the Administrative Agent of the documentation and other information so requested in connection with applicable “know your customer” and anti-money-laundering rules and regulations, including the PATRIOT Act, in each case at least five (5) days prior to the date hereof; and (eg) payment by the conditions precedent set forth Borrower of all reasonable and documented fees, charges and disbursements of counsel to the Administrative Agent in Section 5.3 of connection with this Amendment to the Credit Agreement shall have been satisfiedextent invoiced in writing to the Borrower at least one (1) Business Day prior to the date hereof (directly to such counsel if requested by the Administrative Agent).

Conditions to Effectiveness. This Amendment shall become effective as of the date first written above (the “Amendment Effective Date”) when, and only when, each of the following conditions is satisfied (or waived in accordance with Section 10.1 of the Credit Agreement): (a) the Administrative Agent shall have received counterparts of this Amendment duly executed and delivered by the Borrower, the Administrative Agent, each Issuing Bank Bank, the Majority Banks and each BankBank with an Incremental Facility Commitment; (b) the Administrative Agent shall have received (i) all fees required to be paid by the Borrower on or prior to the Amendment Effective Date pursuant to fee letters executed and delivered by the Borrower in connection with the Amended Credit Agreement (including, without limitation, the Incremental Facility Fee Letter) and (ii) all reasonable out-of-pocket expenses required to be paid by the Borrower to the Administrative Agent pursuant to Section 10.5 of the Credit Agreement for which reasonably detailed invoices have been presented to the Borrower on or before the date that is one Business Day prior to the date hereof; (c) the Administrative Agent shall have received an executed legal opinion, dated as of the Amendment Effective Date, of (i) ▇▇▇▇▇ ▇▇▇▇▇ L.L.P., special counsel to the Borrower, and (ii) the general counsel or an associate general counsel and assistant corporate secretary (or its equivalent) of the Borrower, in each case reasonably satisfactory to the Administrative Agent; (d) the Administrative Agent shall have received a certificate dated as of the Amendment Effective Date of the Secretary or Assistant Secretary of the Borrower certifying (i) the resolutions of the Board of Directors of the Borrower approving and authorizing the execution, delivery and performance by the Borrower of this Amendment and (ii) that all material authorizations, approvals and consents required to be obtained by the Borrower prior to the Amendment Effective Date in connection with its execution, delivery and performance of this Amendment have been obtained and are in full force and effect; and (e) the conditions precedent set forth in Section 5.3 of the Credit Agreement shall have been satisfied.

Conditions to Effectiveness. This Amendment shall become be effective as of the date first written above hereof upon the satisfaction of the following conditions precedent by 12:00 noon (the “Amendment Effective Date”New York local time) whenon September 7, and only when, 1999 (each of the following conditions is satisfied (or waived to be in accordance with Section 10.1 of form and substance satisfactory to the Credit AgreementAgents): (a) receipt by the Administrative Agent shall have received counterparts Agents of an original counterpart signature (or a faxed copy thereof with originals to follow) to this Amendment Amendment, duly executed and delivered by the Borrower, each of the Administrative AgentGuarantors, each Issuing Bank the Banks and each Bankthe Agents; (b) receipt by the Administrative Agent shall have received (i) all fees required to be paid by the Borrower pursuant to fee letters executed and delivered by the Borrower in connection with the Amended Credit Agreement and (ii) all reasonable out-of-pocket expenses required to be paid by the Borrower to the Administrative Agent pursuant to Section 10.5 of the Credit Agreement for which reasonably detailed invoices have been presented to the Borrower on or before the date that is one Business Day prior to the date hereof; (c) the Administrative Agent shall have received an executed legal opinion, dated as of the Amendment Effective Date, of (i) ▇▇▇▇▇ ▇▇▇▇▇ L.L.P., special counsel the extension fee referred to the Borrower, and (iiin Section 4(a) the general counsel or an associate general counsel and assistant corporate secretary (or its equivalent) of the Borrower, in each case reasonably satisfactory to the Administrative Agent; (d) the Administrative Agent shall have received a certificate dated as of the Amendment Effective Date of the Secretary or Assistant Secretary of the Borrower certifying (i) the resolutions of the Board of Directors of the Borrower approving and authorizing the execution, delivery and performance by the Borrower of this Amendment and (ii) that all material authorizations, approvals amounts sufficient to cause the retainer account for the fees and consents required expenses of professionals retained by the Agents to be obtained replenished to not less than $250,000; (c) receipt by the Banks of the revised cash flow forecast for the Borrower and its Subsidiaries; (d) payment by the Borrower prior of the fees and expenses of the Agents (including, without limitation, all accrued cash management fees and legal expenses related to the Amendment Effective Date administration of the cash management arrangements for the Borrower and its Subsidiaries), the fees and expenses of counsel to the Agents, and the fees and expenses of the Agents' business, consulting and restructuring advisors, in connection with its executioneach case, delivery and performance of this Amendment to the extent that invoices for the same have been obtained and are in full force and effectpresented to the Borrower; and (e) receipt by the conditions precedent set forth in Section 5.3 Agents of (i) evidence of proper corporate and/or partnership authorization by the Borrower and each of the Credit Agreement shall have been satisfiedGuarantors of this Amendment and (ii) all such other closing documents as reasonably requested by either of the Agents.

Conditions to Effectiveness. This Amendment The Extension set forth in Section 1 shall become effective as of the date first written above (the “Amendment Effective Date”) when, and only when, on which each of the following conditions is satisfied (or waived in accordance with Section 10.1 of the Credit Agreement):precedent shall have been satisfied: (a) the a. The Administrative Agent shall have received counterparts of this Amendment Agreement duly executed and delivered by AWCC, the BorrowerParent (solely for purposes of acknowledging Section 3), the Administrative Agent, each Issuing Bank Agent and each Bank;Extending Lenders constituting the Required Lenders. (b) the Administrative Agent b. AWCC shall have received paid (i) all fees required to be paid by ▇▇▇▇▇ Fargo Securities, LLC (“WFS”), for the Borrower pursuant account of each Extending Lender, an extension fee equal to fee letters executed and delivered by 0.06% of such Lender’s Commitment as of the Borrower in connection with the Amended Credit Agreement and Effective Date, (ii) all the other fees and reasonable out-of-pocket expenses required to be paid by the Borrower to the Administrative Agent pursuant to Section 10.5 of the Credit Agreement for which reasonably detailed invoices have been presented to the Borrower on or before the date that is one Business Day prior to the date hereof; (c) the Administrative Agent shall have received an executed legal opinionEffective Date under that certain fee letter, dated as of the Amendment Effective DateMarch 25, of (i) 2019, among AWCC, WFS and ▇▇▇▇▇ ▇▇▇▇▇ L.L.P.Fargo Bank, special counsel National Association and (iii) all other fees and reasonable expenses of the Administrative Agent and the Lenders required under the Credit Agreement and any other Loan Document to be paid on or prior to the Borrower, Effective Date (including reasonable fees and (iiexpenses of counsel) the general counsel or an associate general counsel and assistant corporate secretary (or its equivalent) of the Borrower, in each case reasonably satisfactory to the Administrative Agent;connection with this Agreement. (d) the c. The Administrative Agent shall have received a certificate of a Responsible Officer of AWCC, dated as of the Amendment Effective Date Date, confirming satisfaction of the Secretary or Assistant Secretary of the Borrower certifying (i) the resolutions of the Board of Directors of the Borrower approving and authorizing the execution, delivery and performance by the Borrower of this Amendment and (ii) that all material authorizations, approvals and consents required to be obtained by the Borrower prior to the Amendment Effective Date in connection with its execution, delivery and performance of this Amendment have been obtained and are in full force and effect; and (e) the conditions precedent set forth in Section 5.3 Sections 3.02(b) and 3.02(c) of the Credit Agreement (with all references in such Sections to a Borrowing or Swing Line Borrowing being deemed to be references to the extension of the Termination Date). d. The Administrative Agent shall have been satisfiedreceived copies (certified to be true and complete by a Responsible Officer of the Borrower) of all governmental approvals (if any) required for each of the Borrower and the Parent in connection with the Extension.

Conditions to Effectiveness. This Amendment shall become effective as of on the date first written above (the “Amendment No. 7 Effective Date”) when, and only when, on which each of the following conditions is satisfied (or waived in accordance with Section 10.1 of the Credit Agreement):satisfied: (a) the Administrative Agent shall have received counterparts of this Amendment duly executed and delivered by the Borrower, the Administrative Agent, each Issuing Bank and each Bank; (b) the Administrative Agent shall have received (i) all fees required to be paid by the Borrower pursuant to fee letters executed and delivered by the Borrower in connection with the Amended Credit Agreement and (ii) all reasonable out-of-pocket expenses required to be paid by the Borrower to the Administrative Agent pursuant to Section 10.5 of the Credit Agreement for which reasonably detailed invoices have been presented to the Borrower on or before the date that is one Business Day prior to the date hereof; (c) the Administrative Agent shall have received an executed legal opinion, dated as of the Amendment Effective Date, of (i) ▇▇▇▇▇ ▇▇▇▇▇ L.L.P., special counsel to the Borrower, and (ii) the general counsel or an associate general counsel and assistant corporate secretary (or its equivalent) of the Borrower, in each case reasonably satisfactory to the Administrative Agent; (d) A. the Administrative Agent shall have received a certificate dated as counterpart signature page of the Amendment Effective Date of the Secretary or Assistant Secretary of the Borrower certifying this Agreement, executed and delivered by (i) the resolutions of Borrower, (ii) each other Loan Party, (iii) the Board of Directors Administrative Agent and (iv) the Amendment No. 7 Incremental Term Lender; B. the Administrative Agent (or its counsel) shall have received a legal opinion from K▇▇▇▇▇▇▇ & E▇▇▇▇ LLP, New York counsel to the Loan Parties; C. the Administrative Agent (or its counsel) shall have received a solvency certificate from the chief financial officer, chief accounting officer or other officer with equivalent duties of the Borrower approving (after giving effect to the Amendment No. 7 Incremental Term Loans) substantially in the form attached as Exhibit E-2 to the Credit Agreement; D. the Administrative Agent (or its counsel) shall have received such certificates of good standing (or certificates of compliance) (in each case to the extent such concept exists) from the applicable secretary of state (or other Governmental Authority) of the jurisdiction of incorporation or organization of each Loan Party, certificates of resolutions or other action (including board resolutions), incumbency certificates, certificates of incorporation and/or other certificates of a Responsible Officer of each Loan Party as the Administrative Agent may reasonably require evidencing the identity, authority and authorizing the execution, delivery and performance by capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Amendment; E. the Borrower of this shall have paid all fees and expenses due to the Amendment No. 7 Lead Arrangers and the Amendment No. 7 Co-Manager and their respective Affiliates (iiincluding, if applicable, as an Amendment No. 7 Incremental Term Lender or New Term Lender) that all material authorizations, approvals and consents required to be obtained paid on the Amendment No. 7 Effective Date, and (in the case of expenses) invoiced at least three Business Days before the Amendment No. 7 Effective Date (except as otherwise reasonably agreed by the Borrower); F. the Borrower prior shall have delivered to the Administrative Agent, the New Term Lenders and the Amendment No. 7 Incremental Term Lender a certificate of a Responsible Officer, dated the date of borrowing, in form and substance reasonably satisfactory to the Administrative Agent, certifying as of Amendment No. 7 Effective Date to the representations and warranties set forth in connection with its execution, delivery clauses B and performance C of this Amendment have been obtained and are in full force and effectArticle III above; and (e) G. the conditions precedent set forth in Borrower shall have delivered to the Administrative Agent such notice of borrowing as required by Section 5.3 2.02 of the Credit Agreement shall have been satisfiedAgreement.

Conditions to Effectiveness. This Amendment Agreement shall become effective on and as of the first date first written above (the “Amendment Effective Date”) when, and only when, on which each of the following conditions is satisfied (or waived in accordance with Section 10.1 of the Credit Agreement10.01): (a) The Administrative Agent (or its counsel) shall have received from each party hereto either (i) a counterpart of this Agreement signed on behalf of such party or (ii) written evidence satisfactory to the Administrative Agent shall have received counterparts (which may include telecopy or electronic transmission of a signed signature page of this Amendment duly executed and delivered by the Borrower, the Administrative Agent, each Issuing Bank and each Bank;Agreement) that such party has signed a counterpart of this Agreement. (b) the The Administrative Agent shall have received (ix) all fees required to be paid by the Borrower pursuant to fee letters executed and delivered by the Borrower in connection with the Amended Credit Agreement and (ii) all reasonable out-of-pocket expenses required to be paid by the Borrower to the Administrative Agent pursuant to Section 10.5 of the Credit Agreement for which reasonably detailed invoices have been presented to the Borrower on or before the date that is one Business Day prior to the date hereof; (c) the Administrative Agent shall have received an executed customary legal opinion, dated as of the Amendment Effective Date, opinions of (i) Wachtell Lipton ▇▇▇▇▇ & ▇▇▇▇, New York counsel to the Company and its Subsidiaries, (ii) ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ L.L.P.& Scarborough LLP, special Georgia counsel to the Company and its Subsidiaries and (iii) ▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, UK counsel to the Company and its Subsidiaries and (y) a certificate of a responsible officer of each of the Borrowers attaching and certifying to Organization Documents of such Borrower, a good standing certificate of such Borrower from the jurisdiction of organization of such Borrower (except for Borrowers governed by the laws of the UK), an incumbency certificate and resolutions, in each case as are customary. (c) The Administrative Agent, the Arrangers and the Lenders, as applicable, shall have received or, substantially concurrently with the Effective Date, shall receive (i) all fees required to be paid under this Agreement and, to the extent payable to the Lenders under this Agreement or their Affiliates on or prior to the Effective Date, all fees required to be paid pursuant to the terms of the Fee Letters and (ii) to the general counsel extent invoiced at least three (3) Business Days prior to the Effective Date, expenses required to be paid to the Administrative Agent and the Arrangers hereunder on or an associate general counsel prior to the Effective Date. (i) The Administrative Agent shall have received, at least three (3) Business Days prior to the Effective Date, all documentation and assistant corporate secretary (other information regarding each Borrower that the Administrative Agent or its equivalent) a Lender reasonably determines is required by U.S. regulatory authorities in connection with applicable “know your customer” and Anti-Money Laundering Laws, including the PATRIOT Act, to the extent reasonably requested in writing of the BorrowerCompany at least ten (10) Business Days prior to the Effective Date and (ii) to the extent any Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, at least three (3) Business Days prior to the Effective Date, any Lender that has reasonably requested, in each case a written notice to the Company at least ten (10) Business Days prior to the Effective Date, a Beneficial Ownership Certification in relation to such Borrower shall have received such Beneficial Ownership Certification. (e) The Company shall have repaid or caused to be repaid the outstanding principal amount of and accrued and unpaid interest and any other obligations (other than obligations in respect of letters of credit issued thereunder that have been terminated, cash collateralized, backstopped or in respect of which arrangements reasonably satisfactory to the Administrative Agent;applicable letter of credit issuer have been made and contingent obligations (including indemnification obligations) that by their terms are to survive the termination of the relevant loan documentation) in respect of (i) that certain Term Loan Credit Agreement, dated as of July 9, 2019, among the Borrower, the lenders identified therein, and Bank of America, as administrative agent and (ii) that certain Credit Agreement, dated as of July 9, 2019, among the Borrower, the other borrowers, the lenders identified therein, and Bank of America, in its capacity as administrative agent thereunder (as amended, restated, modified or supplemented prior to August 1, 2022). (df) The representations and warranties of the Company and each other Borrower contained in Article V shall be true and correct in all material respects (or in all respects if any such representation or warranty is already qualified by materiality or reference to Material Adverse Effect) on and as of the Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects (or in all respects if any such representation or warranty is already qualified by materiality or reference to Material Adverse Effect) as of such earlier date. (g) The Administrative Agent shall have received a certificate dated as from a responsible officer of the Amendment Effective Date Company certifying as to the satisfaction of the Secretary or Assistant Secretary conditions precedent contained in Section 4.01(f). The Administrative Agent shall notify the Company and the Lenders of the Borrower certifying (i) the resolutions of the Board of Directors of the Borrower approving and authorizing the execution, delivery and performance by the Borrower of this Amendment and (ii) that all material authorizations, approvals and consents required to be obtained by the Borrower prior to the Amendment Effective Date in connection with its executionwriting, delivery and performance of this Amendment have been obtained such notice shall be conclusive and are in full force and effect; and (e) the conditions precedent set forth in Section 5.3 of the Credit Agreement shall have been satisfiedbinding.

Conditions to Effectiveness. This First Amendment shall become not be effective as of the date first written above (the “Amendment Effective Date”) when, and only when, until each of the following conditions is satisfied (or waived in accordance with Section 10.1 precedent have been fulfilled to the satisfaction of the Credit Agreement): (a) the Administrative Agent Agent: This First Amendment shall have received counterparts of this Amendment been duly executed and delivered by the Borrowerrespective parties hereto and, the Administrative Agent, each Issuing Bank shall be in full force and each Bank; (b) the Administrative Agent effect and shall have received (i) all fees required to be paid by the Borrower pursuant to fee letters executed in form and delivered by the Borrower in connection with the Amended Credit Agreement and (ii) all reasonable out-of-pocket expenses required to be paid by the Borrower substance satisfactory to the Administrative Agent pursuant to Section 10.5 and the Required Lenders. All corporate and shareholder action on the part of the Credit Agreement Loan Parties necessary for which reasonably detailed invoices have been presented to the Borrower on or before the date that is one Business Day prior to the date hereof; (c) the Administrative Agent shall have received an executed legal opinion, dated as of the Amendment Effective Date, of (i) ▇▇▇▇▇ ▇▇▇▇▇ L.L.P., special counsel to the Borrower, and (ii) the general counsel or an associate general counsel and assistant corporate secretary (or its equivalent) of the Borrower, in each case reasonably satisfactory to the Administrative Agent; (d) the Administrative Agent shall have received a certificate dated as of the Amendment Effective Date of the Secretary or Assistant Secretary of the Borrower certifying (i) the resolutions of the Board of Directors of the Borrower approving and authorizing the valid execution, delivery and performance by the Borrower Loan Parties of this First Amendment shall have been duly and (ii) that all material authorizations, approvals effectively taken and consents required to be obtained by the Borrower prior evidence thereof satisfactory to the Amendment Effective Date in connection with its execution, delivery and performance of this Amendment Administrative Agent shall have been obtained provided to the Administrative Agent. The Mergers and are in full force the transactions contemplated thereby shall have been consummated on terms reasonably satisfactory to the Agent and effect; and (e) the conditions precedent set forth in Section 5.3 of Required Lenders. Each Additional Commitment Lender which was not previously a Lender under the Credit Agreement shall have executed a joinder to the Loan Documents in such form as the Administrative Agent may reasonably require. The Borrower shall have executed and delivered to each Additional Commitment Lender a Note (or an Amended and Restated Note, as applicable) in the form of Exhibit B-1 to the Credit Agreement. The Agent shall have received a favorable legal opinion of the Borrower's and Facility Guarantors' counsel addressed to the Agent and the other Secured Parties, in form and substance satisfactory to the Agent. The Borrower shall have paid (i) the Administrative Agent the arrangement fees, and (ii) the Additional Commitment Lenders such fees and compensation, in each case as required pursuant to Section 2.02 of the Credit Agreement. No Default or Event of Default shall have occurred and be continuing (other than those which have been satisfiedwaived pursuant to Section 8 of this First Amendment). The Borrower and Facility Guarantors shall have executed such additional instruments, documents and agreements as the Administrative Agent may reasonably request.

Conditions to Effectiveness. 3.01. This Amendment and the amendments to the Credit Agreement and the Pledge and Security Agreement contained in Sections 1 and 2 hereof, other than the amendments to the provisions of the Credit Agreement noted in Sections 3.02, 3.03 and 3.04 below, shall become effective as of the date first written above hereof (the “Third Amendment Effective Date”) when, and only when, upon the satisfaction of each of the following conditions is satisfied (or waived conditions, in accordance with Section 10.1 of each case in a manner satisfactory in form and substance to the Credit Agreement):Administrative Agent: (a) the Administrative Agent This Amendment shall have received counterparts of this Amendment been duly executed and delivered by the Borrower, the other Loan Parties, and the Administrative Agent, each Issuing Bank Agent and each Bankconsented to by the Required Lenders; (b) the The Administrative Agent shall have received (i) lien search results, dated as of a recent date, together with copies of all fees effective Uniform Commercial Code financing statements that name any Loan Party as debtor, (ii) evidence that all insurance required to be paid by the Borrower maintained pursuant to fee letters executed the Loan Documents has been obtained and delivered by the Borrower is in connection with the Amended Credit Agreement effect and (iiiii) all reasonable out-of-pocket expenses required to be paid by the Borrower to such documents and certifications as the Administrative Agent pursuant may reasonably require to Section 10.5 evidence that each Loan Party is duly organized or formed, and that the Borrower 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 Agreement for which reasonably detailed invoices have been presented conduct of its business requires such qualification, except to the Borrower on or before the date extent that is one Business Day prior failure to the date hereofdo so could not reasonably be expected to have a Material Adverse Effect; (c) the Administrative Agent shall have received an executed legal opinion, dated as of the Amendment Effective Date, of (i) ▇▇▇▇▇ ▇▇▇▇▇ L.L.P., special counsel to the Borrower, and (ii) the general counsel or an associate general counsel and assistant corporate secretary (or its equivalent) of the Borrower, in each case reasonably satisfactory to the Administrative Agent; (d) the The Administrative Agent shall have received a certificate dated as from a Responsible Officer of each of the Amendment Effective Date of the Secretary or Assistant Secretary of the Borrower certifying Loan Parties (i) attesting to the resolutions of the such Person’s Board of Directors (or equivalent) and, if necessary, shareholders (or equivalent) of the Borrower approving and such Person, authorizing the execution, delivery and performance by the Borrower of this Amendment and (ii) that all material authorizations, approvals and consents required to be obtained by the Borrower prior to the Amendment Effective Date in connection with its execution, delivery delivery, and performance of this Amendment and any other Loan Documents referenced herein to which such Person is to become a party, (ii) authorizing specific officers of such Person to execute the same, (iii) attesting to the incumbency and signatures of such specific officers of such Person, and (iv) certifying as true, correct and complete, copies of such Person’s Organization Documents, as amended, modified, or supplemented to the date hereof (or, alternatively, if certified Organization Documents had been previously delivered to the Administrative Agent, then a certification from such Person that there have been obtained and are in full force and effect; andno changes or other modifications to such Organization Documents since the date previously delivered to the Administrative Agent); (ed) The Administrative Agent shall have received from the Borrower a certificate signed by a Responsible Officer of the Borrower certifying that (A) before and after giving effect to this Amendment, the conditions precedent set forth specified in Sections 3.01(h) and (i) have been satisfied; (B) before and after giving effect to this Amendment, the representations and warranties contained in Article V of the Credit Agreement and the other Loan Documents are true and correct on and as of the Third Amendment Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that for purposes of this subclause (B), the representations and warranties contained in subsections (a) and (b) of Section 5.3 5.05 of the Credit Agreement shall have been satisfied.be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01 of the Credit Agreement; and

Conditions to Effectiveness. This The effectiveness of this Amendment shall become effective as and the obligations of the date first written above (the “Amendment Effective Date”) when, and only when, each of Lenders hereunder are subject to the following conditions is satisfied (or waived in accordance with Section 10.1 of conditions, unless the Credit Agreement):Required Lenders waive such conditions: (a) The Borrower shall have delivered to the Administrative Agent shall have received the following in form and substance satisfactory to the Administrative Agent: (i) duly executed counterparts of this Amendment duly executed and delivered signed by the Borrower, the Guarantors, the Administrative Agent, each Issuing Bank the New Lender and each Bankthe Extending Lenders (as defined below); (bA) a duly executed Revolver Note, as the Administrative Agent shall have received New Lender may require, (iB) all fees required to be paid by a duly executed Replacement Note, as each Increasing Lender and the Borrower pursuant to fee letters executed and delivered by the Borrower in connection with the Amended Credit Agreement Decreasing Lender may require and (iiC) all reasonable out-of-pocket expenses required to be paid by a duly executed Amended and Restated Swing Advance Note in the Borrower to the Administrative Agent pursuant to Section 10.5 principal amount of the Credit Agreement for which reasonably detailed invoices have been presented to the Borrower on or before the date that is one Business Day prior to the date hereof$50,000,000; (ciii) the Administrative Agent shall have received an executed legal opinion, dated as of the Amendment Effective Date, of (i) ▇▇▇▇▇ ▇▇▇▇▇ L.L.P., special counsel to the Borrower, and (ii) the general counsel or an associate general counsel and assistant corporate secretary (or its equivalent) of the Borrower, in each case reasonably satisfactory to the Administrative Agent; (d) the Administrative Agent shall have received a certificate dated as of the Amendment Effective Date of the Secretary or Assistant Secretary of the Borrower and each Guarantor, certifying to and attaching the resolutions adopted by the board of directors (or similar governing body) of such party approving or consenting to this Amendment and certifying that the Loan Parties’ Organizational Documents and Operating Documents have not changed since the Closing Date (or, if any Loan Party’s Organizational Documents or Operating Documents have changed since the Closing Date, attaching such Organizational Documents and Operating Documents); (iv) a certificate of the Chief Financial Officer or other Responsible Officer of the Borrower, certifying that (x) as of the date of this Amendment, all representations and warranties of the Borrower and the Guarantors contained in this Amendment, the Credit Agreement and the other Loan Documents are true and correct (except to the extent any such representation or warranty is expressly stated to have been made as of a specific date, in which case such representation or warranty is true and correct as of such date), (y) immediately after giving effect to this Amendment (including any Borrowings in connection therewith and the application of the proceeds thereof), the Borrower is in compliance with the covenants contained in Article V of the Credit Agreement, and (z) no Default or Event of Default has occurred and is continuing, both immediately before and after giving effect to this Amendment (including any Borrowings in connection therewith and the application of the proceeds thereof); (v) a certificate of the Secretary of State (or equivalent Governmental Authority) of each Loan Party’s state of organization as to the good standing or existence of such Loan Party; (vi) an opinion of counsel to the Loan Parties, dated the Fifth Amendment Effective Date, in a form satisfactory to the Administrative Agent and covering such matters relating to the transactions contemplated hereby as the Administrative Agent may reasonably request; and (vii) such other documents or items that the Administrative Agent, the Lenders or their counsel may reasonably request. (b) The Borrower shall have paid (i) to the resolutions Administrative Agent, for the account of each Extending Lender, an amendment fee in an amount separately agreed among the Borrower, the Administrative Agent and such Extending Lender, (ii) to the Administrative Agent, for the account of each Increasing Lender and the New Lender, an upfront fee in an amount separately agreed among the Borrower, the Administrative Agent and such Lender and (iii) to the Administrative Agent an arrangement fee in an amount previously agreed between the Borrower and the Administrative Agent. (i) Each Lender party to the Credit Agreement immediately prior to giving effect to this Amendment which elected not to be party to this Amendment (each, a “Non-Extending Lender”; all other Lenders party to the Credit Agreement immediately prior to giving effect to this Amendment, other than the New Lender, being “Extending Lenders”) shall have received an amount equal to the outstanding principal of such Non-Extending Lender’s Advances, accrued interest thereon, accrued fees and all other amounts payable to it under the Credit Agreement and under the other Loan Documents (including any amounts under Section 8.05 of the Board of Directors of the Borrower approving and authorizing the execution, delivery and performance by the Borrower of this Amendment Credit Agreement) and (ii) that all material authorizations, approvals and consents required to be obtained by the Borrower prior Decreasing Lender shall have received a payment with respect to the Amendment Effective Date principal of such Decreasing Lender’s Advances in an amount necessary to ensure that the outstanding principal amount of such Decreasing Lender’s Advances is proportionate to its revised Revolver Commitment set forth on Schedule 2.01 to this Amendment. (d) The Borrower shall have paid to the Administrative Agent, upon application with appropriate documentation, all reasonable costs and expenses of the Administrative Agent, including reasonable fees, charges and disbursements of counsel for the Administrative Agent, incurred in connection with its execution, delivery and performance of this Amendment have been obtained and are in full force and effect; and (e) the conditions precedent set forth in Section 5.3 of the Credit Agreement shall have been satisfiedtransactions contemplated herein.

Conditions to Effectiveness. This Amendment Agreement shall become be effective as upon the satisfaction of the date first written above (the “Amendment Effective Date”) when, and only when, each of the following conditions is satisfied (or waived in accordance with Section 10.1 of the Credit Agreement):conditions: (a) the The Administrative Agent shall have received counterparts an executed counterpart of this Amendment duly executed and delivered Agreement signed by the Borrower, the Required Lenders and the Administrative Agent, each Issuing Bank and each Bank;. (b) the The Administrative Agent shall have received an executed counterpart of the acknowledgement and consent annexed hereto duly executed by each of the Guarantors. (ic) The Swing Line Loans outstanding on the date hereof shall have been repaid in full. (d) The Borrower shall have paid to the Administrative Agent for the account of each Lender that has executed this Agreement on or before 5:00 p.m. (New York City time) on February 12, 2009, a fee equal to 0.05% of such Lender’s Revolving Commitment as in effect on February 9, 2009. (e) The representations and warranties contained in the Credit Agreement shall be true and correct in all material respects (except to the extent such representations and warranties specifically relate to an earlier date) and, other than the Subject Events of Default, after giving effect to the amendments and supplements set forth in Section 5 hereof, no Default or Event of Default shall exist. (f) The Administrative Agent shall have received all fees required and other amounts due and payable on or prior to be paid by the Borrower pursuant effective date of this Agreement, including, to fee letters executed and delivered by the Borrower in connection with the Amended Credit Agreement and (ii) extent invoiced, reimbursement or payment of all reasonable out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunder. (g) The Borrower shall have paid the reasonable fees and disbursements of counsel to the Administrative Agent pursuant to Section 10.5 of and the Credit Agreement for which reasonably detailed invoices have been presented to the Borrower on or before the date that is one Business Day prior to the date hereof; (c) the Lenders in connection with this Agreement. The Administrative Agent shall have received an executed legal opinion, dated as notify the Borrower and the Credit Parties of the Amendment Effective Date, effective date of (i) ▇▇▇▇▇ ▇▇▇▇▇ L.L.P., special counsel to the Borrowerthis Agreement, and (ii) the general counsel or an associate general counsel such notice shall be conclusive and assistant corporate secretary (or its equivalent) of the Borrower, in each case reasonably satisfactory to the Administrative Agent; (d) the Administrative Agent shall have received a certificate dated as of the Amendment Effective Date of the Secretary or Assistant Secretary of the Borrower certifying (i) the resolutions of the Board of Directors of the Borrower approving and authorizing the execution, delivery and performance by the Borrower of this Amendment and (ii) that all material authorizations, approvals and consents required to be obtained by the Borrower prior to the Amendment Effective Date in connection with its execution, delivery and performance of this Amendment have been obtained and are in full force and effect; and (e) the conditions precedent set forth in Section 5.3 of the Credit Agreement shall have been satisfiedbinding.

Conditions to Effectiveness. This Amendment shall become effective as of the date first written above (Amendment No. 3 Effective Date and enforceable against the “Amendment Effective Date”) when, and only when, each parties hereto upon the occurrence of the following conditions is satisfied (or waived in accordance with Section 10.1 of the Credit Agreement):precedent: (a) the The Administrative Agent shall have received counterparts of this Amendment duly Amendment, executed and delivered by the Borrower, Loan Parties and each of the Lenders party to the Existing Credit Agreement in such counterparts as shall be acceptable to the Administrative Agent, each Issuing Bank and each Bank;. (b) the The Administrative Agent (or its counsel) shall have received (i) all fees required to be paid by the Borrower pursuant to fee letters executed and delivered by the Borrower in connection with the Amended Credit Agreement and (ii) all reasonable out-of-pocket expenses required to be paid by the Borrower to the Administrative Agent pursuant to Section 10.5 of the Credit Agreement for which reasonably detailed invoices have been presented to the Borrower on or before the date that is one Business Day prior to the date hereof; (c) the Administrative Agent shall have received an executed legal opinion, dated as of the Amendment Effective Date, a customary written opinion of (i) ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ L.L.P.LLP, in its capacity as special New York counsel to the BorrowerLoan Parties, and (ii) ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ & Finger, PA, in its capacity as special Delaware counsel to the general Loan Parties, (iii) Benesch, ▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ & Aronoff LLP, in its capacity as special Ohio counsel or an associate general to the Loan Parties and (iv) NautaDutilh N.V., in its capacity as Netherlands law counsel and assistant corporate secretary (or its equivalent) of to the BorrowerLoan Parties, in each case reasonably satisfactory case, dated the Amendment No. 3 Effective Date and addressed to the Administrative Agent;, the Lenders and each Issuing Bank. (dc) the The Administrative Agent shall have received a certificate dated as all fees and other amounts due and payable on or prior to the Amendment No. 3 Effective Date, including amounts required to be paid pursuant to Section 9.03 of the Existing Credit Agreement and all reasonable out-of- pocket expenses required to be paid on the Amendment No. 3 Effective Date for which reasonably detailed invoices have been presented (including the reasonable fees and expenses of legal counsel to the Secretary or Assistant Secretary of Administrative Agent) to the Borrower certifying at least three Business Days prior to the Amendment No. 3 Effective Date (or such later date as the Borrower may reasonably agree). (d) The Administrative Agent (or its counsel) shall have received (i) a certificate of each Loan Party, dated the Amendment No. 3 Effective Date and executed by a secretary, assistant secretary or other senior officer (as the case may be) thereof, which shall (A) certify that attached thereto is a true and complete copy of the resolutions or written consents of the Board its shareholders, board of Directors directors, board of the Borrower approving and managers, members or other governing body authorizing the execution, delivery and performance by of the Borrower Loan Documents to which it is a party and, in the case of this Amendment the Borrowers, the borrowings and issuance of Promissory Notes (iiif any) hereunder, and that all material authorizationssuch resolutions or written consents have not been modified, approvals rescinded or amended (other than as attached thereto) and consents required to be obtained by are in full force and effect (provided that if the Borrower prior to Organizational Documents of a Dutch Loan Party authorize the Amendment Effective Date in connection with its execution, delivery and performance of this the Loan Documents to which it is a party without any such resolution or written consent, such resolution or written consent need not be attached to such certificate), (B) identify by name and title and bear the signatures of (x) the officers, managers, directors or authorized signatories of such Loan Party authorized to sign the Loan Documents to which it is a party on the Amendment No. 3 Effective Date or (y) with respect to each Dutch Loan Party, the individuals to whom such officers, managers, directors or authorized signatories of such Dutch Loan Party have granted powers of attorney to sign the Loan Documents to which such Dutch Loan Party is a party and (C) certify (x) that attached thereto is a true and complete copy of, in relation to a Loan Party other than a Dutch Loan Party, the certificate or articles of incorporation or organization (or memorandum of association or other equivalent thereof) of such Loan Party certified by the relevant authority of the jurisdiction of organization of such Loan Party and a true and correct copy of its by-laws or operating, management, partnership or similar agreement and, in relation to a Dutch Loan Party, its deed of incorporation (akte van oprichting), articles of association (statuten), and an up-to-date extract of the Dutch Chamber of Commerce and (y) that such documents or agreements have not been obtained amended (except as otherwise attached to such certificate and are certified therein as being the only amendments thereto as of such date), (ii) in full force relation to a Loan Party other than a Dutch Loan Party, a good standing (or equivalent) certificate (if applicable) as of a recent date for such Loan Party from the relevant authority of its jurisdiction of organization and effect; and(iii) in relation to a Dutch Loan Party, if applicable, a positive or neutral advice from each relevant works’ council (Ondernemingsraad), including the request for advice which, if conditional, contains no condition which if complied with, could result in a breach of any of the Loan Documents. (e) The Administrative Agent shall have received an Officer’s Certificate of the conditions precedent Borrower certifying each of the matters set forth in clauses (c) and (d) of Section 5.3 of the Credit Agreement shall have been satisfied5.

Conditions to Effectiveness. This Amendment shall become effective as The effectiveness of this Agreement and the date first written above (obligation of each Lender to make Credit Extensions hereunder, in each case, on or after the “Amendment Effective Closing Date”) when, and only when, each is subject to satisfaction of the following conditions is satisfied (precedent, on or waived in accordance with Section 10.1 of prior to the Credit Agreement):Closing Date: (a) The Administrative Agent’s receipt of the following, each of which shall be originals or pdf copies or other facsimiles (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party each in form and substance reasonably satisfactory to the Administrative Agent shall have received and its legal counsel: (i) executed counterparts of this Amendment duly executed and delivered by the Borrower, the Administrative Agent, each Issuing Bank and each BankAgreement; (bii) to the extent delivery thereof is required under the applicable Collateral Document and the Intercreditor Agreement, the Administrative Agent shall have received (i) all fees required to be paid by the Borrower certificates representing Equity Interests pledged pursuant to fee letters any Collateral Document (if such shares are certificated securities for purposes of Article 8 of the UCC, as applicable), together with an undated stock power for each such certificate executed and delivered in blank by a duly Responsible Officer of the Borrower in connection with the Amended Credit Agreement pledgor thereof and (ii) all reasonable out-of-pocket expenses each promissory note required to be paid delivered by the Borrower Loan Parties pursuant to any Collateral Document endorsed in blank or accompanied by an executed transfer form in blank (in each case to the extent delivery of such endorsements or transfer forms is customary under applicable requirements of Law) by the pledgor thereof; (iii) each Collateral Document set forth on Schedule 1.01C required to be executed on the Closing Date as indicated on such schedule, duly executed by each Loan Party thereto, together with evidence that all actions, recordings and filings required by the Collateral Documents that the Administrative Agent pursuant may deem reasonably necessary to Section 10.5 of satisfy the Credit Agreement for which reasonably detailed invoices Collateral and Guarantee Requirement shall have been presented to the Borrower on taken, completed or before the date that is one Business Day prior to the date hereof; (c) the Administrative Agent shall have received an executed legal opinion, dated as of the Amendment Effective Date, of (i) ▇▇▇▇▇ ▇▇▇▇▇ L.L.P., special counsel to the Borrower, and (ii) the general counsel or an associate general counsel and assistant corporate secretary (or its equivalent) of the Borrower, otherwise provided for in each case a manner reasonably satisfactory to the Administrative Agent; (iv) a copy of the Intercreditor Agreement duly executed and delivered by each party thereto; (v) such 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 and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party or is to be a party on the Closing Date; (vi) an opinion from ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ LLP, counsel to the Loan Parties in form and substance reasonably acceptable to the Administrative Agent; (vii) a solvency certificate from the chief executive officer, chief financial officer, chief accounting officer or other officer with equivalent duties of the Borrower (after giving effect to the Transactions) substantially in the form attached hereto as Exhibit D-2; (viii) a certificate, dated the Closing Date and signed by a Responsible Officer of the Borrower, confirming satisfaction of the conditions set forth in Sections 4.01(c), (d), (e) and (o) of this Agreement; (ix) copies of recent Lien and judgment search results in each jurisdiction reasonably requested by the Administrative Agent with respect to each of the Loan Parties; (x) a Borrowing Base Certificate prepared as of the last day of the last month ended at least 10 days prior to the Closing Date; and (xi) a certified true and complete copy of the Term Loan Credit Agreement. (b) The Administrative Agent and Lenders shall have received all fees and other amounts contemplated by the Loan Documents due and payable to the Administrative Agent or the Lenders on or prior to the Closing Date, including reimbursement or payment of all out-of-pocket fees and expenses (including all reasonable fees, charges and disbursements of counsel and any financial advisor) required to be reimbursed or paid by any Loan Party and all fees and expenses required to be paid hereunder or pursuant to the Fee Letter. In the case of expenses, such expenses shall have been invoiced at least one (1) Business Day prior to the Closing Date (except as otherwise reasonably agreed by the Borrower). (c) No Default or Event of Default shall exist or would result from the consummation of the Transactions on the Closing Date. (d) The representations and warranties of each Loan Party set forth in the Loan Documents shall be true and correct in all material respects (or, if qualified by “materiality,” “Material Adverse Effect” or similar language, in all respects (after giving effect to such qualification)) on and as of the Closing 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 (or in all respects, as the case may be) as of such earlier date. (e) After giving effect to the Transactions, Liquidity shall be greater than $25,000,000. (f) The Administrative Agent shall have received copies of certificates of insurance naming the Administrative Agent (on behalf of the Lenders) as an “additional insured” with respect to liability insurance and a “mortgagee and/or lenders’ loss payee” with respect to property insurance of the Loan Parties, all in form and substance satisfactory to the Administrative Agent. (g) The Lenders shall have received reasonably satisfactory evidence that the principal of and interest on, and all other amounts owing in respect of, all Indebtedness under the DIP Credit Facility, shall have been paid in full or have been deemed to continue under the Term Loan Credit Agreement, that any commitments to extend credit under the DIP Credit Facility shall have been cancelled or terminated and that all Guarantees in respect of, and all Liens securing, any such Indebtedness shall have been released (or arrangements for such release satisfactory to the Lenders shall have been made). (h) The Lenders shall have received reasonably satisfactory evidence that the obligations under each of the First Lien Credit Agreement and the Second Lien Credit Agreement and, in each case, the other loan documents in connection with the foregoing have been satisfied in the manner contemplated by the Plan of Reorganization and the Confirmation Order, together with a termination of security interest in intellectual property for each assignment for security recorded pursuant to the First Lien Credit Agreement and the Second Lien Credit Agreement, UCC-3 termination statements for all UCC-1 financing statements filed in connection with the First Lien Credit Agreement and the Second Lien Credit Agreement and covering any portion of the Collateral and termination of any control agreements covering any deposit account or security account subject to the Liens under the Pre-Petition First Lien Credit Agreement and the Second Lien Credit Agreement. (i) The Administrative Agent shall be satisfied that all requisite Governmental Authorities, equityholders and third parties shall have approved, authorized or consented to the Transactions, and there shall be no governmental or judicial action, actual or threatened, that has or would have, individually or in the aggregate, a reasonable likelihood of restraining, preventing or imposing burdensome conditions on the Transactions or the other transactions contemplated hereby. (j) The Confirmation Order shall have been entered in accordance with the Bankruptcy Code, the Federal Rules of Bankruptcy Procedure, any applicable orders of the Bankruptcy Court and any applicable local rules. (k) The Confirmation Order shall be in full force and effect and shall not, without the consent of the Administrative Agent, have been stayed, reversed, modified or amended, shall not be subject to a motion to stay. (l) All conditions to the effectiveness of the Plan of Reorganization shall have been satisfied or waived (with any waiver thereof having been approved by the Required Lenders) and the Consummation of the Plan of Reorganization in accordance with its terms shall occur on the Closing Date. (m) The Lenders shall be reasonably satisfied that, on the Closing Date, immediately after giving effect to the Consummation of the Plan of Reorganization, the making or deemed making of the Term Loans on the Closing Date and any other transactions to occur on the Closing Date, the Loan Parties and their subsidiaries shall have outstanding no indebtedness other than Indebtedness outstanding under the Loan Documents, the Term Loan Credit Agreement and Indebtedness set forth on Schedule 7.03(c). (n) The Administrative Agent shall have received a funds flow memorandum with respect to the transactions contemplated hereby on the Closing Date in form, scope and substance reasonably satisfactory to the Administrative Agent. (o) Since the Petition Date, there shall not have occurred any event, occurrence, development or state of circumstances or fact that has had or could reasonably be expected to have a Material Adverse Effect. (p) The Term Loan Facility Documentation shall be in full force and effect. (q) Each of (i) the collateral field exam of the Loan Parties’ Eligible Inventory, Eligible Accounts Receivable and related assets, prepared by KPMG and dated as of March 24, 2017 and (ii) the inventory appraisal, prepared by Great American Group and dated as of March 31, 2017, shall have been signed over to the Administrative Agent, and the Administrative Agent shall be entitled to use and rely on the information contained therein. (r) The Administrative Agent shall have received the Audited Financial Statements and the Unaudited Financial Statements. (s) The Administrative Agent shall have received at least three (3) Business Days prior to the Closing Date (or such later date as the Administrative Agent shall reasonably agree) (i) an IRS Form W-9 duly completed and executed by the Borrower and (ii) all documentation and other information about the Loan Parties required under applicable “know your customer” and anti-money laundering rules and regulations, including the USA Patriot Act, that has been requested by the Administrative Agent. (t) The Borrower shall have duly authorized, executed and delivered the Syndication Letter. Without limiting the generality of the provisions of Section 9.03(b), for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received a certificate dated as of the Amendment Effective Date of the Secretary or Assistant Secretary of the Borrower certifying (i) the resolutions of the Board of Directors of the Borrower approving and authorizing the execution, delivery and performance by the Borrower of this Amendment and (ii) that all material authorizations, approvals and consents required to be obtained by the Borrower notice from such Lender prior to the Amendment Effective proposed Closing Date in connection with specifying its execution, delivery and performance of this Amendment have been obtained and are in full force and effect; and (e) the conditions precedent set forth in Section 5.3 of the Credit Agreement shall have been satisfiedobjection thereto.

Conditions to Effectiveness. This The effectiveness of this Amendment shall become effective as be subject to the satisfaction of the following conditions precedent (the date first written above (upon which all such conditions are satisfied being the “Amendment Effective Date”) when, and only when, each of the following conditions is satisfied (or waived in accordance with Section 10.1 of the Credit Agreement): (a) the The Administrative Agent shall have received counterparts of this Amendment duly executed and delivered by that, when taken together, bear the signatures of (A) Holdings, (B) the Borrower, (C) each other Loan Party and (D) the Administrative Agent, each Issuing Bank and each BankLenders; (b) Each Loan Party shall have provided the Administrative Agent with customary opinions, officer’s certificates and resolutions pertaining to this Amendment, each in form and substance reasonably satisfactory to Administrative Agent; (c) If requested by any Lender, Borrower shall have received executed a Revolving Loan Note evidencing such Lender’s Revolving Commitment; (id) The Borrowers shall have paid to the Administrative Agent, for the ratable benefit of the applicable Lenders accepting New Revolving Loan Commitments, 0.50% on the New Revolving Loan Commitments accepted by such Lender under this Amendment (as specified in Annex C hereto); (e) The Borrowers shall have paid or reimbursed Administrative Agent for all other fees and expenses required to be paid by on the Borrower pursuant to fee letters executed and delivered by Amendment Effective Date including the Borrower in connection with the Amended Credit Agreement and (ii) all reasonable out-of-pocket expenses required to be paid incurred by the Borrower to the Administrative Agent in connection with this Amendment pursuant to Section 10.5 10.04 of the Credit Agreement for which reasonably detailed invoices have been presented to the Borrower on or before the date that is one Business Day prior to the date hereof; (c) the Administrative Agent shall have received an executed legal opinion, dated as of the Amendment Effective Date, of (i) ▇▇▇▇▇ ▇▇▇▇▇ L.L.P., special counsel to the Borrower, and (ii) the general counsel or an associate general counsel and assistant corporate secretary (or its equivalent) of the Borrower, in each case reasonably satisfactory to the Administrative Agent; (d) the Administrative Agent shall have received a certificate dated as of the Amendment Effective Date of the Secretary or Assistant Secretary of the Borrower certifying (i) the resolutions of the Board of Directors of the Borrower approving and authorizing the execution, delivery and performance by the Borrower of this Amendment and (ii) that all material authorizations, approvals and consents required to be obtained by the Borrower prior to the Amendment Effective Date in connection with its execution, delivery and performance of this Amendment have been obtained and are in full force and effectAgreement; and (ef) the conditions precedent set forth in Section 5.3 of the Credit Agreement If requested by Administrative Agent or any Lender, a Beneficial Ownership Certification and customary “Know Your Customer” information shall have been satisfiedprovided by Loan Parties.

Conditions to Effectiveness. This Amendment shall become effective as of If the date first written above (the “Amendment Effective Date”) when, and only when, each of the following conditions is to effectiveness set forth below have not been satisfied (or waived by Dealer) by September 8, 2014 (or such later date as agreed upon by the parties hereto), the parties shall have no further obligations in accordance connection with Section 10.1 the Transaction (including in respect of the Credit Agreement):Advance Amount), other than in respect of breaches of representations or covenants on or prior to such date: (ai) all of the conditions set forth in Section 6 of the Registration Agreement, among WAHA AC Coöperatief U.A., AerCap Holdings N.V., Citigroup Global Capital Markets Inc., Deutsche Bank Securities Inc., Nomura International plc, Citibank N.A., London Branch, and Deutsche Bank AG, London Branch, and relating to 14,923,306 Ordinary Shares, par value €0.01 per share of AerCap Holdings N.V., dated as of September 2, 2014 (the “Registration Agreement”) shall have been satisfied; (ii) the Administrative Agent representations and warranties of Counterparty contained in the Registration Agreement and any certificate delivered pursuant thereto by Counterparty shall be true and correct on the Effective Date as if made as of the Effective Date; (iii) Counterparty shall have received counterparts performed all of this Amendment the obligations required to be performed by it under the Registration Agreement on or prior to the Effective Date; (iv) all of the representations and warranties of Counterparty hereunder and under the Agreement shall be true and correct on the Effective Date; (v) Counterparty shall have performed all of the obligations required to be performed by it hereunder and under the Agreement on or prior to the Effective Date; (vi) Counterparty shall have provided evidence to Dealer, and Dealer shall be reasonably satisfied, that the existing security interests on the Collateral securing the USD 750,000,000 Term and Revolving Facilities Agreement between, among others, Waha Capital PJSC, as Borrower, the Subsidiaries, as Original Guarantors, the lenders from time to time thereto, HSBC Bank plc, as Facility Agent and HSBC Corporate Trustee Company (UK) Limited, as Global Security Agent, dated as of March 27, 2014 have been released and any related financing statements have been terminated; (vii) Counterparty shall have provided a legal opinion to Dealer in the form agreed to between Counterparty and Dealer; (viii) all documents and instruments, required by law or reasonably requested by Dealer to be filed, registered or recorded to create the security interests intended to be created by the Security Deed and perfect or record such security interests shall have been filed, registered or recorded or delivered to Dealer for filing, registration or recording; and (ix) the Security Deed shall have been duly executed and delivered by and perfection steps over the Borrower, Collateral Shares required in the Administrative Agent, each Issuing Bank and each Bank; (b) the Administrative Agent relevant jurisdiction shall have received (i) all fees required to be paid by the Borrower pursuant to fee letters executed and delivered by the Borrower in connection with the Amended Credit Agreement and (ii) all reasonable out-of-pocket expenses required to be paid by the Borrower to the Administrative Agent pursuant to Section 10.5 of the Credit Agreement for which reasonably detailed invoices have been presented to the Borrower completed on or before the date that is one Business Day prior to the date hereof; (c) the Administrative Agent shall have received an executed legal opinion, dated as of the Amendment Effective Date, of (i) ▇▇▇▇▇ ▇▇▇▇▇ L.L.P., special counsel to the Borrower, and (ii) the general counsel or an associate general counsel and assistant corporate secretary (or its equivalent) of the Borrower, in each case reasonably satisfactory to the Administrative Agent; (d) the Administrative Agent shall have received a certificate dated as of the Amendment Effective Date of the Secretary or Assistant Secretary of the Borrower certifying (i) the resolutions of the Board of Directors of the Borrower approving and authorizing the execution, delivery and performance by the Borrower of this Amendment and (ii) that all material authorizations, approvals and consents required to be obtained by the Borrower prior to the Amendment Effective Date in connection with its execution, delivery and performance of this Amendment have been obtained and are in full force and effect; and (e) the conditions precedent set forth in Section 5.3 of the Credit Agreement shall have been satisfied.

Conditions to Effectiveness. This Amendment shall become be effective as of on the date first written above (the “Amendment Effective Date”) when, and only when, each of upon which the following conditions is satisfied (or waived in accordance with Section 10.1 of the Credit Agreement):precedent have been satisfied: (a) the The Administrative Agent shall have received counterparts of this Amendment duly executed and delivered by the Borrower, the Administrative Agentfollowing, each Issuing Bank of which shall be originals, facsimiles or in portable document format (.pdf), and unless otherwise specified, each Bank; (b) the Administrative Agent shall have received (i) all fees required to be paid by the Borrower pursuant to fee letters executed and delivered by the Borrower in connection with the Amended Credit Agreement and (ii) all reasonable out-of-pocket expenses required to be paid by the Borrower to the Administrative Agent pursuant to Section 10.5 of the Credit Agreement for which reasonably detailed invoices have been presented to the Borrower on or before the date that is one Business Day prior to the date hereof; (c) the Administrative Agent shall have received an executed legal opinion, dated as of the Amendment Effective Date, of (i) ▇▇▇▇▇ ▇▇▇▇▇ L.L.P., special counsel to the Borrower, and (ii) the general counsel or an associate general counsel each in form and assistant corporate secretary (or its equivalent) of the Borrower, in each case substance reasonably satisfactory to the Administrative AgentAgent and the Required Lenders: (i) counterparts of this Amendment executed by the Borrower, the Administrative Agent and Required Lenders; (dii) the Administrative Agent shall have received a certificate dated as of the Amendment Effective Date of the Secretary or Assistant Secretary executed by a Responsible Officer of the Borrower certifying that: (iA) the resolutions of the Board of Directors after giving effect to this Amendment, there is no conflict with, or default under, any material agreement of the Borrower approving or any of its Subsidiaries (including any such agreements entered into in respect of Indebtedness), except for such conflicts or defaults as would not reasonably be expected to have a Material Adverse Effect; and (B) all representations and authorizing warranties set forth in Section 5 of this Amendment are true and correct; and (b) the executionBorrower shall have paid, delivery without duplication, any fees and performance expenses required to be reimbursed or paid by the Borrower pursuant to the Loan Documents, including the reasonable fees and expenses of this Amendment and (ii) that all material authorizationscounsel to the Administrative Agent, approvals and consents required to be obtained by the extent invoiced to the Borrower prior to the Amendment Effective Date in connection with its execution, delivery and performance Date. Without limiting the generality of this Amendment have been obtained and are in full force and effect; and (e) the conditions precedent set forth in provisions of the last paragraph of Section 5.3 9.03 of the Credit Agreement Agreement, for purposes of determining compliance with the conditions specified in this Section 6, each Lender shall be deemed to be satisfied with each document delivered to it or other matter required hereunder to be satisfactory to Lenders unless the Administrative Agent shall have been satisfiedreceived notice from such Lender prior to the proposed Amendment Effective Date specifying otherwise.

Conditions to Effectiveness. This Amendment The obligations of the Lenders to make Loans and of the LC Issuers to issue Letters of Credit hereunder shall not become effective as of until the date first written above (the “Amendment Effective Date”) when, and only when, on which each of the following conditions is shall be satisfied (or waived in accordance with Section 10.1 of the Credit Agreement9.07): (a) The Administrative Agent (or its counsel) shall have received from each party hereto 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 of this Agreement) that such party has signed a counterpart of this Agreement. (b) The Administrative Agent shall have received a favorable written opinion of ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, Esq., dated the Effective Date and addressed to the Lenders, to the effect set forth in Exhibit C hereto. (c) The Administrative Agent shall have received such documents and certificates as the Administrative Agent may reasonably request relating to the organization, existence and good standing of each Borrower, the authorization of this Agreement and the transactions contemplated hereby and any other legal matters relating to the Borrowers, the Loan Documents, this Agreement or the transactions contemplated hereby, all in form and substance reasonably satisfactory to the Administrative Agent. (d) All principal, interest, fees and other amounts accrued for the accounts of or owed to the Lenders under the Existing Credit Agreement (whether or not due at the time) shall have been paid in full, the commitments under such Agreement shall have expired or been terminated and all letters of credit issued thereunder shall have expired, and the Administrative Agent shall have received counterparts of this Amendment duly executed and delivered by the Borrower, the satisfactory evidence thereof. (e) The Administrative Agent, each Issuing Bank the Arrangers and each Bank;Lender shall have received all fees due and payable on or prior to the Effective Date required to be paid by the Borrowers in connection with this Agreement under any commitment letter or fee letter entered into in connection with the credit facility established hereby (including fees, charges and disbursements of counsel). (bf) The Lenders shall have received all documentation and other information required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the USA Patriot Act. For purposes of determining compliance with the conditions specified in this Section 4.02, each Lender that has executed this Agreement shall be deemed to have consented to, approved or accepted, or to be satisfied with, each document or other matter required hereunder to be consented to or approved by or acceptable or satisfactory to such Lender unless the Administrative Agent shall have received (i) all fees required notice from such Lender prior to be paid by the Borrower pursuant to fee letters proposed Closing Date specifying its objection thereto. Each Lender that has executed this Agreement and delivered by that is a lender under the Borrower in connection with the Amended Existing Credit Agreement and (ii) all reasonable out-of-pocket expenses required shall be deemed to be paid by have waived the Borrower to the Administrative Agent pursuant to requirement under Section 10.5 2.12 of the Existing Credit Agreement for which reasonably detailed invoices have been presented to the Borrower on or before the date that is one three Business Day prior to the date hereof; (c) the Administrative Agent shall have received an executed legal opinion, dated as Days’ advance notice of the Amendment Effective Date, of (i) ▇▇▇▇▇ ▇▇▇▇▇ L.L.P., special counsel to the Borrower, and (ii) the general counsel or an associate general counsel and assistant corporate secretary (or its equivalent) termination of the Borrower, in each case reasonably satisfactory to the Administrative Agent; (d) the Administrative Agent shall have received a certificate dated as of the Amendment Effective Date of the Secretary or Assistant Secretary of the Borrower certifying (i) the resolutions of the Board of Directors of the Borrower approving and authorizing the execution, delivery and performance by the Borrower of this Amendment and (ii) that all material authorizations, approvals and consents required to be obtained by the Borrower prior to the Amendment Effective Date in connection with its execution, delivery and performance of this Amendment have been obtained and are in full force and effect; and (e) the conditions precedent set forth in Section 5.3 of the Existing Credit Agreement shall have been satisfiedcontemplated by such Section.

Conditions to Effectiveness. This Amendment shall become be deemed to be effective as upon the satisfaction or waiver of each of the date first written above following conditions to the reasonable satisfaction of the Administrative Agent (such date, the “Amendment Effective Date”) when, and only when, each of the following conditions is satisfied (or waived in accordance with Section 10.1 of the Credit Agreement): (a) The Administrative Agent shall have received the following: (i) this Amendment, duly executed by each of the Borrowers, the Administrative Agent and the Required Lenders, (ii) such documents and certificates as the Administrative Agent or its counsel may reasonably request relating to the organization, existence and good standing of each of the Additional Borrowers, the authorization of this Amendment, the Loan Documents and the transactions related hereto and any other legal matters relating to each of the Additional Borrowers, this Amendment or the Loan Documents, all in form and substance satisfactory to the Administrative Agent and its counsel, (iii) promissory notes pursuant to Section 2.10(e) of the Credit Agreement executed by each of the Additional Borrowers as requested by any Lender with respect to such Lender’s Commitment, and (iv) a favorable written opinion (addressed to the Administrative Agent and the Lenders and dated the Amendment Effective Date) of ▇▇▇▇▇▇ LLP, counsel for the Loan Parties, in form and substance satisfactory to the Administrative Agent, and covering such matters relating to the Loan Parties, this Amendment and the Loan Documents as the Administrative Agent shall reasonably request. The Borrowers hereby request such counsel to deliver such opinion. (b) Substantially concurrently with the effectiveness hereof, all fees required to be paid, and all expenses for which invoices have been presented (including the reasonable fees and documented expenses of legal counsel to the Administrative Agent), on or before the Amendment Effective Date. (c) The representations and warranties in Section 5 of this Amendment shall be true and correct as of the Amendment Effective Date. For purposes of determining compliance with the conditions specified in this Section 4, each Lender that has signed this Amendment shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received counterparts of this Amendment duly executed and delivered by the Borrower, the Administrative Agent, each Issuing Bank and each Bank; (b) the Administrative Agent shall have received (i) all fees required to be paid by the Borrower pursuant to fee letters executed and delivered by the Borrower in connection with the Amended Credit Agreement and (ii) all reasonable out-of-pocket expenses required to be paid by the Borrower to the Administrative Agent pursuant to Section 10.5 of the Credit Agreement for which reasonably detailed invoices have been presented to the Borrower on or before the date that is one Business Day notice from such Lender prior to the date hereof; (c) the Administrative Agent shall have received an executed legal opinion, dated as of the Amendment Effective Date, of (i) ▇▇▇▇▇ ▇▇▇▇▇ L.L.P., special counsel to the Borrower, and (ii) the general counsel or an associate general counsel and assistant corporate secretary (or its equivalent) of the Borrower, in each case reasonably satisfactory to the Administrative Agent; (d) the Administrative Agent shall have received a certificate dated as of the proposed Amendment Effective Date of the Secretary or Assistant Secretary of the Borrower certifying (i) the resolutions of the Board of Directors of the Borrower approving and authorizing the execution, delivery and performance by the Borrower of this Amendment and (ii) that all material authorizations, approvals and consents required to be obtained by the Borrower prior to the Amendment Effective Date in connection with specifying its execution, delivery and performance of this Amendment have been obtained and are in full force and effect; and (e) the conditions precedent set forth in Section 5.3 of the Credit Agreement shall have been satisfiedobjection thereto.

Conditions to Effectiveness. This Amendment shall become effective as The Administrative Agent, the Required Lenders and the Loan Parties agree that the extension of the date first written above (forbearance obligations of the “Amendment Effective Date”) when, Administrative Agent and only when, the Lenders under the Forbearance Agreement shall be effective upon the satisfaction of each of the following conditions is satisfied precedent, each in form and substance satisfactory to the Administrative Agent, no later than December 29, 2010 (or waived in accordance with Section 10.1 of the Credit Agreement“Second Amendment Effective Date”): (a) The Loan Parties, the Required Lenders and the Administrative Agent shall have received counterparts of this Amendment duly executed and delivered by the Borrower, to the Administrative Agent, each Issuing Bank and each Bank;Agent this Amendment. (b) The applicable Subsidiaries of the Administrative Agent Loan Parties shall have received (i) all fees required to be paid by the Borrower pursuant to fee letters executed and delivered by the Borrower in connection with the Amended Credit Agreement and (ii) all reasonable out-of-pocket expenses required to be paid by the Borrower to the Administrative Agent pursuant to Section 10.5 of the Credit Agreement for which reasonably detailed invoices have been presented to the Borrower on or before the date that is one Business Day prior to the date hereof; (c) the Administrative Agent shall have received an executed legal opinionentered into amendments, dated as of the Amendment Effective Datewaivers, of (i) ▇▇▇▇▇ ▇▇▇▇▇ L.L.P., special counsel to the Borrower, and (ii) the general counsel or an associate general counsel and assistant corporate secretary forbearances (or its equivalentextensions thereof) of the Borrower, in each case or other modifications reasonably satisfactory to the Administrative Agent; Agent of each loan agreement evidencing the existing Indebtedness of such Subsidiaries of the Loan Parties described on Schedule 7.02 of the Credit Agreement and any other material Indebtedness of such Subsidiaries (dincluding, without limitation, the various loan agreements among certain Subsidiaries of Holdings and The Royal Bank of Scotland plc, DVB Group Merchant Bank (Asia) Ltd., Credit Suisse, AIG Commercial Equipment Finance, Inc, Commerzbank AG and Berenberg Bank) deferring, forbearing or continuing to defer or forbear any rights with respect to the failure to make any payments of principal due under such loan agreements and any other applicable defaults (including cross-defaults and defaults under any minimum liquidity covenants contained therein) under such loan agreements to a date which is no earlier than the Forbearance Termination Date (as hereby amended), and the Administrative Agent shall have received a certificate dated as signed Officer’s Certificate, certified by a duly authorized officer of Holdings to be true and complete, attaching true, correct and complete fully executed copies of each such amendment, waiver, forbearance (or extension thereof) and modification to each such loan agreement. (c) The Loan Parties shall have delivered to the Amendment Effective Date of Administrative Agent a schedule in form and substance satisfactory to the Secretary or Assistant Secretary of Administrative Agent setting forth the Borrower certifying milestones necessary to complete the restructuring no later than January 31, 2010. (id) The Administrative Agent shall have received evidence that all corporate action necessary for the resolutions of the Board of Directors of the Borrower approving valid execution and authorizing the execution, delivery and performance by the Borrower Loan Parties of this Amendment and (ii) that all material authorizations, approvals and consents required to be obtained by the Borrower prior to the Amendment Effective Date in connection with its execution, delivery and performance of this Amendment the transactions contemplated hereby and thereby shall have been obtained and are in full force and effect; andtaken. (e) The Administrative Agent shall have received payment for the conditions precedent set forth fees, and expenses including, without limitation, fees and expenses incurred by their counsel and their restructuring advisors and other consultants, for which invoices or estimates therefor have been provided to the Loan Parties on or prior to the Second Amendment Effective Date. (f) The representations and warranties of each of the Loan Parties in Section 5.3 of the Credit Agreement and the other Loan Documents shall be true and correct as of the Second Amendment Effective Date, except with respect to the occurrence of the Specified Defaults referred to herein and to the extent that any of such representations and warranties relate by their terms to a prior date they shall be true and correct as of such prior date. (g) There shall have been satisfiedoccurred no Default or Event of Default other than the Specified Defaults.

Conditions to Effectiveness. This Amendment shall become effective as on the date on which each of the date first written above following conditions is satisfied or waived (the “Amendment Effective Date”): (i) when, The Administrative Agent (or its counsel) shall have received an executed counterpart of this Amendment from Lenders constituting the Requisite Lenders and only when, each of the following conditions is satisfied (or waived in accordance with Section 10.1 of the Credit Agreement):other parties hereto; (aii) A minimum of $150,000,000 aggregate principal amount of Term Loans shall have been requested to be extended by Lenders executing counterparts of this Amendment pursuant to the provisions of this Amendment. (iii) The Administrative Agent shall have received counterparts a favorable written opinion of this Amendment duly executed and delivered by ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ LLP, counsel to the Borrower, addressed to the Administrative Agent, each Issuing Bank Collateral Agent and each BankLender, dated the Amendment Effective Date, in form and substance reasonably satisfactory to the Administrative Agent; (biv) the The Administrative Agent shall have received payment of (ix) all fees required a consent fee on behalf of each Term Lender consenting to this Amendment in an amount equal to 0.50% of the aggregate amount of Term Loans then outstanding owing to such Lender and (y) an extension fee on behalf of each Revolving Lender agreeing to become an Extending Revolving Lender in an amount equal to 1.50% of the aggregate amount of the Revolving Credit Commitments of such Lender being extended; (v) The Subsidiary Lender Agreement dated March 18, 2009 between Chicopee, Inc. and the Administrative Agent, which provides for the Administrative Agent’s consent to the assignment of Term Loans to Chicopee, Inc. if certain conditions are met, shall be amended such that assignments of Term Loans by a Subsidiary Lender may only be made to other Subsidiary Loan Parties who agree to be paid bound by the terms and conditions of the Subsidiary Lender Agreement, as such agreement may be amended from time to time. (vi) The Administrative Agent shall have received a completed “Life-of-Loan” Federal Emergency Management Agency Standard Flood Hazard Determination with respect to each Mortgaged Property (together with a notice about special flood hazard area status and flood disaster assistance duly executed by the Borrower and each applicable Subsidiary Loan Party relating thereto); (vii) The Administrative Agent shall have received a copy of, or a certificate as to coverage under, the insurance policies required by Section 5.04(a)(vi) of the Credit Agreement; (viii) The Lead Arranger shall have received all fees and expenses due it pursuant to fee letters executed that certain engagement letter by and delivered by between the Borrower in connection with Lead Arranger and the Amended Credit Agreement Borrower; and (ix) All fees and (ii) all reasonable out-of-pocket expenses required to be paid payable on or before the Amendment Effective Date by the Borrower to the Administrative Agent pursuant to Section 10.5 of the Credit Agreement for which reasonably detailed invoices or its Affiliates in connection with this Amendment shall have been presented to paid, including the Borrower on or before the date that is one Business Day prior to the date hereof; (c) the Administrative Agent shall have received an executed legal opinionreasonable fees, dated as charges and disbursements of the Amendment Effective Date, of (i) ▇▇▇▇▇▇ ▇▇▇▇▇▇ L.L.P.& ▇▇▇▇▇▇▇ LLP, special counsel to the Borrower, and (ii) the general counsel or an associate general counsel and assistant corporate secretary (or its equivalent) of the Borrower, in each case reasonably satisfactory to for the Administrative Agent; (d) the Administrative Agent shall have received a certificate dated as of the Amendment Effective Date of the Secretary or Assistant Secretary of the Borrower certifying (i) the resolutions of the Board of Directors of the Borrower approving and authorizing the execution, delivery and performance by the Borrower of this Amendment and (ii) that all material authorizations, approvals and consents required to be obtained by the Borrower prior to the Amendment Effective Date in connection with its execution, delivery and performance of this Amendment have been obtained and are in full force and effect; and (e) the conditions precedent set forth in Section 5.3 of the Credit Agreement shall have been satisfied.

Conditions to Effectiveness. This Amendment shall become not be effective as of until the date first written above (the “Amendment Effective Date”) when, and only when, on which each of the following conditions is satisfied (or waived in accordance with Section 10.1 precedent has been fulfilled to the reasonable satisfaction of the Credit Agreement):Administrative Agent on or prior to the date of this Amendment: (a) the Administrative Agent This Amendment shall have received counterparts of this Amendment been duly executed and delivered by the Borrower, the Guarantors, Administrative Agent, each Issuing Bank Agent and each BankLenders constituting the Required Lenders; (b) All action on the part of the Borrower and the Guarantors necessary for the valid execution, delivery and performance by the Borrower and the Guarantors of this Amendment shall have been duly and effectively taken. The Lenders shall have received such customary corporate resolutions, certificates and other customary corporate documents as the Administrative Agent shall reasonably request; (c) The Administrative Agent shall have received a Compliance Certificate dated as of the Amendment Effective Date which shall evidence compliance with the covenants set forth in Sections 8.20, 8.21 and 8.25 after giving effect to this Amendment; (id) all After giving effect to this Amendment, no Default or Event of Default shall have occurred and be continuing; and (e) The Borrower shall have paid to the Administrative Agent, for its own use and benefit and for the benefit of the Lenders, as applicable, the fees required agreed to be paid by between the Borrower pursuant to fee letters executed Administrative Agent and delivered by the Borrower in connection with writing between them and all other amounts due and payable under the Amended Credit Agreement and (ii) Agreement, including reimbursement or payment of all reasonable out-of-pocket expenses required to be reimbursed or paid by the Borrower to the Administrative Agent pursuant to Section 10.5 of the Credit Agreement for which reasonably detailed invoices have been presented to the Borrower on or before the date that is one Business Day prior to the date hereof; (c) the Administrative Agent shall have received an executed legal opinion, dated as of the Amendment Effective Date, of (i) ▇▇▇▇▇ ▇▇▇▇▇ L.L.P., special counsel to the Borrower, and (ii) the general counsel or an associate general counsel and assistant corporate secretary (or its equivalent) of the Borrower, in each case reasonably satisfactory to the Administrative Agent; (d) the Administrative Agent shall have received a certificate dated as of the Amendment Effective Date of the Secretary or Assistant Secretary of the Borrower certifying (i) the resolutions of the Board of Directors of the Borrower approving and authorizing the execution, delivery and performance by the Borrower of this Amendment and (ii) that all material authorizations, approvals and consents required to be obtained by the Borrower prior to the Amendment Effective Date in connection with its execution, delivery and performance of this Amendment have been obtained and are in full force and effect; and (e) the conditions precedent set forth in Section 5.3 of the Credit Agreement shall have been satisfied.. ​

Conditions to Effectiveness. This Amendment shall become be effective as of on the date first written above (the “Third Amendment Effective Date”) when, and only when, each of upon which the following conditions is satisfied (or waived in accordance with Section 10.1 of the Credit Agreement):precedent have been satisfied: (a) the Administrative Agent shall have received counterparts of this Amendment duly executed and delivered by the Borrower, the Administrative Agent, each Issuing Bank Guarantors and each Bankthe Required Lenders; (b) either (i) the Administrative Agent shall have received (i) evidence that all fees required to be paid by Term Loan Indebtedness and other obligations under the Borrower pursuant to fee letters executed and delivered by the Borrower in connection with the Amended Term Loan Credit Agreement and then due have been repaid in full, or (ii) all reasonable out-of-pocket expenses required to be paid by (A) no Default or Event of Default (as such terms are defined in the Borrower Term Loan Credit Agreement) shall exist under the Term Loan Credit Agreement, and (B) to the Administrative Agent pursuant to Section 10.5 of extent the Term Loan Credit Agreement for which reasonably detailed invoices have been presented contains covenants that are the same as covenants being amended by this Amendment, such covenants in the Term Loan Credit Agreement shall be amended to the Borrower on or before the date that is one Business Day prior to the date hereofsame extent as set forth herein; (c) the Administrative Agent shall have received an executed legal opinion, dated as of the Amendment Effective Date, of (i) ▇▇▇▇▇ ▇▇▇▇▇ L.L.P., special counsel to the Borrower, and (ii) the general counsel or an associate general counsel and assistant corporate secretary (or its equivalent) of the Borrower, in each case reasonably satisfactory to the Administrative Agent; (d) the Administrative Agent shall have received a certificate dated as of the Amendment Effective Date of the Secretary or Assistant Secretary of the Borrower Borrower, in form and substance reasonably satisfactory to the Administrative Agent, certifying (i) the resolutions or other evidence of the Board of Directors of the Borrower approving and authorizing the execution, delivery and performance by the Borrower of authority adopted with respect to this Amendment and (ii) that all material authorizations, approvals and consents required to be obtained by the Borrower prior to the Amendment Effective Date in connection with its execution, delivery and performance of this Amendment have been obtained and are in full force and effecttransactions contemplated hereby; and (ed) the conditions precedent set forth in Section 5.3 of the Credit Agreement Borrower shall have been satisfiedpaid (i) to Banc of America Securities LLC, as Arranger, (the “Arranger”), for its own account, the fees and expenses then due and payable to the Arranger, (ii) to the Administrative Agent, for the benefit of each Lender executing this Amendment by 5:00 p.m. on November 24, 2009, a fee in the amount indicated by notice from the Administrative Agent to the Lenders, and (iii) fees and expenses required to be reimbursed or paid by the Borrower pursuant to the Loan Documents, including the fees and expenses of counsel to the Administrative Agent, in each case to the extent invoiced to the Borrower at least one Business Day prior to the Third Amendment Effective Date.

Conditions to Effectiveness. This Except as set forth below, Section 1 of this Amendment No. 2 shall become effective as only upon the satisfaction of the date first written above following conditions precedent (the “Amendment Effective Date”) when): A. DDR, DDRPR, the Administrative Agent, and only when, each of the following conditions is satisfied (or waived in accordance with Section 10.1 Lenders shall have indicated their consent hereto by the execution and delivery of the Credit Agreement):signature pages hereof to the Administrative Agent. (a) the B. The Administrative Agent shall have received counterparts a secretary’s certificate of the Borrower (i) either confirming that there have been no changes to its organizational documents since October 20, 2010, or if there have been changes to the Borrower’s organizational documents since such date, certifying as to such changes, and (ii) certifying as to resolutions and incumbency of officers with respect to this Amendment duly executed No. 2 and delivered by the Borrower, the Administrative Agent, each Issuing Bank and each Bank;transactions contemplated hereby. (b) the C. The Administrative Agent shall have received (i) all fees required to be paid by the Borrower pursuant to fee letters executed and delivered by the Borrower in connection with the Amended Credit Agreement and (ii) all reasonable out-of-pocket costs and expenses required to be paid by for which invoices have been presented (including the reasonable fees and expenses of legal counsel for which the Borrower agrees it is responsible pursuant to Section 9.7 of the Credit Agreement), incurred in connection with this Amendment No. 2. D. Delivery to the Administrative Agent pursuant to Section 10.5 of the Credit Agreement for which reasonably detailed invoices have been presented to the Borrower on or before the date that is one Business Day prior to the date hereof; (c) the Administrative Agent shall have received an executed legal opinion, dated as of the Amendment Effective Date, of (i) by ▇▇▇▇▇ ▇▇▇▇▇ L.L.P.Day, special as counsel to the Borrower, of an opinion addressed to the Lenders and (ii) the general counsel or an associate general counsel Administrative Agent in form and assistant corporate secretary (or its equivalent) of the Borrower, in each case substance reasonably satisfactory to the Administrative Agent;. (d) E. Payment by the Borrower of any mutually agreed upon compensation to the Lenders in connection with this Amendment No. 2. F. The conditions set forth in Section 4.2 of the Credit Agreement shall have been satisfied and the Administrative Agent shall have received a certificate dated the Amendment Effective Date and executed by an Authorized Officer of the Borrower that such conditions have been satisfied. G. Execution and delivery by the Borrower of Notes payable to Capital One, N.A., as a new Lender. H. Upon satisfaction of the foregoing conditions, the Administrative Agent shall deliver written notice to the Borrower and the Lenders of the Amendment Effective Date of the Secretary or Assistant Secretary of the Borrower certifying (i) the resolutions of the Board of Directors of the Borrower approving and authorizing the execution, delivery and performance by the Borrower of this Amendment and (ii) that all material authorizations, approvals and consents required to be obtained by the Borrower prior to the Amendment Effective Date in connection with its execution, delivery and performance of this Amendment have been obtained and are in full force and effect; and (e) the conditions precedent set forth in Section 5.3 of the Credit Agreement shall have been satisfiedDate.

Conditions to Effectiveness. This Amendment shall become effective as of the date first written above (the “Sixth Amendment Effective Date”) when, and only when, each Date when all of the following conditions is satisfied (or waived set forth in accordance with this Section 10.1 of the Credit Agreement):3 have been satisfied. (a) the The Administrative Agent shall have received counterparts (in such number as may be requested by the Administrative Agent) of this Amendment duly executed and delivered by signed on behalf of the Borrower, the Administrative Agent, each Issuing Bank the Swing Line Lender, the Issuers and each Bank;all of the Lenders. (b) the Administrative Agent shall have received (i) all fees required to be paid by the Borrower pursuant to fee letters executed and delivered by the Borrower in connection with the Amended Credit Agreement and (ii) all reasonable out-of-pocket expenses required to be paid by the Borrower to the Administrative Agent pursuant to Section 10.5 of the Credit Agreement for which reasonably detailed invoices have been presented to the Borrower on or before the date that is one Business Day prior to the date hereof; (c) the Administrative Agent shall have received an executed legal opinion, dated as of the Amendment Effective Date, of (i) ▇▇▇▇▇ ▇▇▇▇▇ L.L.P., special counsel to the Borrower, and (ii) the general counsel or an associate general counsel and assistant corporate secretary (or its equivalent) of the Borrower, in each case reasonably satisfactory to the Administrative Agent; (d) the The Administrative Agent shall have received a certificate dated as of the Amendment Effective Date of the Secretary or Assistant Secretary of from the Borrower certifying (i) as to the resolutions matters set forth in Section 5.2.1 of the Board of Directors of the Borrower approving and authorizing the executionCredit Agreement, delivery and performance by the Borrower of provided that each reference to a “Credit Extension” shall be deemed to be a reference to entering into this Amendment and the transactions contemplated hereby. (iic) that all material authorizations, approvals The Administrative Agent shall have received such other documents and consents required to be obtained by the Borrower prior amendments to the Amendment Effective Date Loan Documents as it may reasonably request. (d) The representations and warranties in connection with its execution, delivery Section 4 below shall be true and performance of this Amendment have been obtained and are in full force and effect; andcorrect. (e) No Default, Event of Default or Borrowing Base Deficiency shall have occurred and be continuing. (f) The Administrative Agent shall have received for its own account, or for the conditions precedent set forth in account of each Lender, as the case may be, all fees, costs and expenses due and payable pursuant to Section 5.3 3.3 of the Credit Agreement shall have been satisfiedand, if then invoiced, pursuant to Section 10.3 of the Credit Agreement. Upon the effectiveness of this Amendment pursuant to the foregoing, the Administrative Agent is authorized by the Lenders to release from the Lien of the Security Documents the properties described in the Borrower’s letter dated September 3, 2013, to The Royal Bank of Scotland plc, ▇▇▇▇▇ Fargo Bank, NA and UBS, AG.

Conditions to Effectiveness. This Amendment Agreement shall become effective as of on the date first written above (Effective Date and enforceable against the “Amendment Effective Date”) when, and only when, each parties hereto upon the occurrence of the following conditions is satisfied (or waived in accordance with Section 10.1 of the Credit Agreement):precedent: (a) the Administrative Agent shall have received counterparts multiple original counterparts, as requested by the Administrative Agent, of this Amendment Agreement, together with all annexes thereto, duly and validly executed and delivered by duly authorized officers of the Borrower, the Administrative Agent, each Issuing Bank Guarantors (other than the Subject Subsidiaries) and each Bankall the Lenders; (b) the Administrative Agent shall have received multiple original counterparts, as requested by the Administrative Agent, of (i) all fees required copies, certified as of the date of this Agreement by a Responsible Officer of the Borrower of (A) the resolutions of the board of directors of the General Partner, as general partner of the Borrower, approving the Loan Documents to be paid which the Borrower is a party (including this Amendment) and authorizing the entering into of Hedge Contracts, (B) the Partnership Agreement, (C) the certificate of limited partnership of the Borrower duly certified by the Borrower pursuant to fee letters executed and delivered Secretary of State of the State of Texas, (D) the limited liability company agreement of the General Partner, (E) the certificate of formation of the General Partner duly certified by the Borrower in connection Secretary of State of the State of Texas, and (F) all other documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement, the Amended Credit Agreement Agreement, the Notes, and the other Loan Documents or (ii) all reasonable out-of-pocket expenses required to be paid by if applicable, a certificate from a Responsible Officer of the Borrower certifying that the General Partner has authorized the Borrower to enter into this Agreement and that there has been no change to the Administrative Agent pursuant to Section 10.5 items described in sub-clause (i) above since the date of a previously-delivered certificate of a Responsible Officer of the Credit Agreement for which reasonably detailed invoices have been presented to the Borrower on or before the date that is one Business Day prior to the date hereofBorrower; (c) the Administrative Agent shall have received an executed legal opinionmultiple original counterparts, dated as of requested by the Amendment Effective DateAdministrative Agent, of (i) ▇▇▇▇▇ ▇▇▇▇▇ L.L.P., special counsel certificates of a Responsible Officer of the Borrower certifying the names and true signatures of the officers authorized to sign this Agreement and the Borrower, and other Loan Documents to which the Borrower is a party or (ii) if applicable, a certificate from a Responsible Officer of the general counsel or an associate general counsel and assistant corporate secretary (or its equivalent) Borrower certifying that there has been no change thereto since the date of a previously-delivered certificate of a Responsible Officer of the Borrower, in each case reasonably satisfactory to the Administrative Agent; (d) the Administrative Agent shall have received a certificate dated multiple original counterparts, as requested by the Administrative Agent, of (i) copies, certified as of the Amendment Effective Date date of this Agreement by a Responsible Officer or the secretary or an assistant secretary of each Restricted Subsidiary (other than the Subject Subsidiaries) of (A) the resolutions of the board of directors or managers (or other applicable governing body) of such Restricted Subsidiary approving the Loan Documents to which it is a party (including this Agreement) and authorizing the entering into of Hedge Contracts, (B) the articles or certificate (as applicable) of incorporation (or organization) of such Restricted Subsidiary certified by the Secretary of State for the state of organization, (C) the bylaws or Assistant Secretary other governing documents of such Restricted Subsidiary, and (D) all other documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement, the Guaranty, the Security Instruments, and the other Loan Documents and Hedge Contracts to which such Restricted Subsidiary is a party or (ii) if applicable, a certificate from a Responsible Officer or the secretary or an assistant secretary of such Restricted Subsidiary certifying that the board of directors or managers (or other applicable governing body) of such Restricted Subsidiary has authorized such Restricted Subsidiary to enter into this Agreement and that there has been no change to the items described in sub-clause (i) above since the date of a previously-delivered certificate of a Responsible Officer or the secretary or an assistant secretary of such Restricted Subsidiary; (e) the Administrative Agent shall have received multiple original counterparts, as requested by the Administrative Agent, of (i) a certificate of a Responsible Officer of each Restricted Subsidiary (other than the Subject Subsidiaries) certifying the names and true signatures of officers of such Restricted Subsidiary authorized to sign this Agreement, the Guaranty, Security Instruments and the other Loan Documents and Hedge Contracts to which such Restricted Subsidiary is a party or (ii) if applicable, a certificate from a Responsible Officer of such Restricted Subsidiary certifying that there has been no change thereto since the date of a previously-delivered certificate of a Responsible Officer of the Borrower; (f) the Administrative Agent shall have received (i) true, correct and complete copies (certified to be such by the Borrower) of the Second Lien Credit Agreement (as defined in Annex I) and each other agreement, instrument, or document fully executed by the parties thereto in connection with the Second Lien Credit Agreement on or before the date hereof, the terms and conditions of which shall be satisfactory to the Administrative Agent and the Lenders; and (ii) evidence satisfactory to the Administrative Agent that, concurrent with the closing of this Agreement, the Borrower will incur loans under the Second Lien Credit Agreement in an amount not to exceed $125,000,000 and the net proceeds thereof will be applied on the date hereof as required under Section 2 above. (g) the representations and warranties in this Agreement made by the Guarantors and the Borrower shall be true and correct in all material respects; (h) the Borrower shall have paid, and hereby agrees to pay all reasonable fees and expenses of the Administrative Agent's outside legal counsel and other consultants pursuant to all invoices presented for payment on or prior to the Effective Date; (i) the Borrower shall have paid the Extension Fee (as defined below); and (j) the Borrower shall have delivered to the Administrative Agent a certificate of a Responsible Officer of the Borrower certifying (i) the resolutions that each of the Board of Directors of Subject Subsidiaries has been designated or contemporaneously with the Borrower approving and authorizing the execution, delivery and performance by the Borrower closing of this Amendment Agreement, will be designated as an “unrestricted” subsidiary under all indentures, credit agreements or similar agreements containing the concept of “restricted” and “unrestricted” subsidiaries, including with respect to the Senior Unsecured Notes and with respect to the Second Lien Debt (as defined in Annex I), (ii) that all material authorizationsand attaching thereto, approvals true and consents required to be obtained by the Borrower prior complete copies of such designation notices to the Amendment trustee under the indenture for the Senior Unsecured Notes, and (iii) that, assuming that the designation provided in Section 3 above shall constitute an Investment in each of the Subject Subsidiaries on the Effective Date in connection with its executionan amount equal to the fair market value of the Borrower’s or applicable Loan Party’s Investment therein, delivery and performance of this Amendment such Investment would have been obtained and are in full force and effect; and (e) the conditions precedent set forth in permitted under Section 5.3 6.06 of the Credit Agreement shall have been satisfiedas in effect prior to this Agreement.

Conditions to Effectiveness. This Amendment shall become be effective as of the date first written above hereof upon the satisfaction of the following conditions precedent by 5:00 p.m. (the “Amendment Effective Date”New York local time) whenon August 5, and only when, 1999 (each of the following conditions is satisfied (or waived to be in accordance with Section 10.1 of form and substance satisfactory to the Credit AgreementAgents): (a) receipt by the Administrative Agent shall have received counterparts Agents of an original counterpart signature (or a faxed copy thereof with originals to follow) to this Amendment Amendment, duly executed and delivered by the Borrower, each of the Administrative AgentGuarantors, each Issuing Bank the Banks and each Bankthe Agents; (b) receipt by the Administrative Agent shall have received (i) all fees required to be paid by the Borrower pursuant to fee letters executed and delivered by the Borrower in connection with the Amended Credit Agreement and (ii) all reasonable out-of-pocket expenses required to be paid by the Borrower to the Administrative Agent pursuant to Section 10.5 of the Credit Agreement for which reasonably detailed invoices have been presented to the Borrower on or before the date that is one Business Day prior to the date hereof; (c) the Administrative Agent shall have received an executed legal opinion, dated as of the Amendment Effective Date, of (i) an extension fee (the "Extension Fee") in the amount of $500,000, to be held and/or applied as set forth in Section 3(c) hereof, (ii) a retainer in the amount of $250,000, for the fees and expenses of professionals retained by the Agents and (iii) $20,000, to be paid to ▇▇▇▇▇▇ ▇▇▇▇▇▇ L.L.P.& ▇▇▇▇▇▇▇, special counsel Inc., as a deposit for expenses expected to be incurred in connection with the appraisals of the Vessels; (c) receipt by the Administrative Agent of fully-executed agency account agreements with respect to the Borrowerlockbox accounts of the Borrower and its Subsidiaries located at SunTrust Bank, Citibank - Geneva, and (ii) the general counsel or an associate general counsel and assistant corporate secretary (or its equivalent) of the BorrowerCitibank, N.A. - Dubai, together with all such supporting documentation relating thereto as may be reasonably requested by either Agent, in each case reasonably case, such agreements and documentation to be in form and substance satisfactory to the Administrative AgentAgents; (d) payment by the Administrative Agent shall have received a certificate dated as Borrower of the Amendment Effective Date fees and expenses of the Secretary or Assistant Secretary Agents (including, without limitation, all accrued cash management fees and legal expenses related to the administration of the cash management arrangements for the Borrower certifying and its Subsidiaries), the fees and expenses of counsel to the Agents, and the fees and expenses of the Agents' business, consulting and restructuring advisors, in each case, to the extent that invoices for the same have been presented to the Borrower; and (e) receipt by the Agents of (i) the resolutions evidence of the Board of Directors of the Borrower approving and authorizing the execution, delivery and performance proper corporate and/or partnership authorization by the Borrower and each of the Guarantors of this Amendment and (ii) that all material authorizations, approvals and consents required to be obtained such other closing documents as reasonably requested by the Borrower prior to the Amendment Effective Date in connection with its execution, delivery and performance of this Amendment have been obtained and are in full force and effect; and (e) the conditions precedent set forth in Section 5.3 either of the Credit Agreement shall have been satisfiedAgents.

Conditions to Effectiveness. This The effectiveness of this Amendment shall become effective as is subject to the satisfaction in full of each of the date first written above conditions precedent set forth in this Section 3 (the date upon which each of such conditions precedent has been satisfied, the “Amendment Effective Date”) when, and only when, each of the following conditions is satisfied (or waived in accordance with Section 10.1 of the Credit Agreement): (a) the Administrative Agent shall have received counterparts of this Amendment duly executed and delivered by that, when taken together, bear the signatures of the Borrower, the Administrative Agent, each Issuing Bank Guarantors and each Bankthe Supermajority Lenders; (b) the Administrative Agent shall have received (i) all fees required to be paid by the Borrower pursuant to fee letters executed representations and delivered by the Borrower warranties contained in connection with the Amended Credit Agreement Section 4 hereof are true and (ii) all reasonable out-of-pocket expenses required to be paid by the Borrower to the Administrative Agent pursuant to Section 10.5 of the Credit Agreement for which reasonably detailed invoices have been presented to the Borrower on or before the date that is one Business Day prior to the date hereofcorrect; (c) all costs and expenses due and owing pursuant to Section 10 hereof to the Administrative Agent by the Borrower shall have received an executed been paid in full; (d) all legal opinionmatters incident to this Amendment shall be satisfactory to ▇▇▇▇▇▇, dated as of the Amendment Effective Date, of (i) ▇▇▇▇▇ & ▇▇▇▇▇▇▇ L.L.P.LLP, special counsel to the Borrower, and (ii) the general counsel or an associate general counsel and assistant corporate secretary (or its equivalent) of the Borrower, in each case reasonably satisfactory to for the Administrative Agent; (de) the Administrative shall have received in immediately available funds, for the benefit of each Lender that executes this Amendment, a fee equal to 0.10% of the Commitments of such approving Lenders; (f) the Seer P&A Agent shall have received a certificate dated as of executed an amendment or consent to the Amendment Effective Date of the Secretary or Assistant Secretary of the Borrower certifying Senior Intercreditor Agreement acknowledging and agreeing to (i) the resolutions of changes to the Board of Directors of Corporate Priority Collateral Sub-Borrowing Base and the Borrower approving and authorizing the execution, delivery and performance by the Borrower of this Amendment Production Priority Collateral Sub-Borrowing Base being implemented hereby; and (ii) that all material authorizations, approvals and consents required to be obtained by the Borrower prior changes to the Amendment Effective Date definition of Pre-Default Corporate Priority Waterfall and Post-Default Corporate Priority Waterfall as defined in connection with its execution, delivery and performance the Senior Intercreditor Agreement to provide for recoupment of this Amendment have been obtained and are loans extended on the basis of UK P&A Credits in full force and effect; and (e) a manner at least as favorable to the conditions precedent set forth Lenders as in Section 5.3 the context of the Credit Agreement shall have been satisfiedP&A Credits.

Conditions to Effectiveness. This Amendment shall not become effective as of the date first written above (the “Amendment Effective Date”) whenunless on or prior to December 31, and only when, each of 2003 the following conditions is satisfied (or waived in accordance with Section 10.1 of the Credit Agreement):precedent have been satisfied: (a) the Administrative Agent shall have received counterparts of this Amendment duly executed and delivered by the Borrower, the Administrative Agent, each Issuing Bank and each Bankthe Banks; (b) the Administrative Agent shall have received (i) all fees required to be paid by copies of the Borrower pursuant to fee letters documents attached hereto as EXHIBITS B, C, D AND E duly executed and delivered by the Borrower parties thereto and in connection with the Amended Credit Agreement form and (ii) all reasonable out-of-pocket expenses required to be paid by the Borrower substance satisfactory to the Administrative Agent pursuant to Section 10.5 Agent, and each of the Credit Agreement for which reasonably detailed invoices have been presented Textron Facility, the ▇▇▇▇▇▇ Facility, the DZ Bank Securitization and the Textron Securitization shall be in full force and effect and available to the Borrower on or before the date that is one Business Day prior to the date hereofBorrower; (c) the Administrative Agent shall have received an executed legal opinionevidence, dated as in form and substance satisfactory to the Agent, that the consent of each party entitled to consent to this Amendment pursuant to the terms of the Amendment Effective DateTextron Documents, of (i) the ▇▇▇▇▇▇ ▇▇▇▇▇ L.L.P., special counsel to the BorrowerDocuments, and (ii) the general counsel or an associate general counsel and assistant corporate secretary (or its equivalent) any other document evidencing any other Indebtedness of the Borrower, in each case reasonably satisfactory to the Administrative AgentBorrower shall have been obtained; (d) the Administrative Agent shall have received a certificate dated as of the Amendment Effective Date of the Secretary or Assistant Secretary of from the Borrower certifying and Silverleaf Finance II, Inc. (i) a copy, certified by a duly authorized officer of such Person to be true and complete on the resolutions Effective Date, of each of (A) its charter or other incorporation documents as in effect on such date of certification and (B) its by-laws or other governing documents as in effect on such date, and (ii) good standing certificates for the Borrower from its jurisdiction of incorporation and each jurisdiction in which an Eligible Project is located and a good standing certificate for Silverleaf Finance II, Inc. from the Secretary of State of the Board State of Directors of Delaware; (e) the Borrower approving and authorizing Agent shall have received satisfactory evidence that all corporate action necessary for the valid execution, delivery and performance by the Borrower of this Amendment and any other documents delivered in connection herewith has been duly and effectively taken; (f) the Agent shall have received an incumbency certificate from the Borrower, dated as of the Effective Date, signed by a duly authorized officer of the Borrower and giving the name and bearing a specimen signature of each individual who shall be authorized: to sign, in the name and on behalf of the Borrower, this Amendment and each of the other documents to which the Borrower is or is to become a party; (g) the Agent shall have received from the Borrower a Borrowing Base Certificate dated as of the Effective Date; (h) the Agent shall have received a favorable opinion of counsel addressed to the Banks and the Agent, dated as of the Effective Date, in form and substance satisfactory to the Banks and the Agent, from Meadow, Owens, Collier, ▇▇▇▇, Cousins & Blau, L.L.P., counsel to the Borrower and its Subsidiaries; (i) all interest and fees due and owing to the Banks shall be paid in full prior to the Effective Date; (j) the Borrower shall have repaid principal amounts under the Tranche A Loans and the Tranche B Loans in an aggregate amount to enable the outstandings under such Loans to be below $35,000,000 and $5,411,718, respectively; (k) Sovereign shall have received from Textron, as agent under the Textron Facility, a $1,812,465.85 payment to Sovereign's term loan component of the Textron Facility, such that all of Sovereign's commitments under the term loan component of the Textron Facility shall have been paid in full and terminated; (l) all information and documents heretofore delivered by the Borrower to the Banks, shall remain true and correct in all respects and except as disclosed by the Borrower in writing prior to the date hereof, and no material change shall have occurred in the properties, assets, liabilities, financial condition or business of the Borrower or any of its Subsidiaries since September 30, 2003, other than as expressly provided in Section 8(c) hereof; (m) the Agent shall have received (i) a stock pledge agreement with respect to the stock of Silverleaf Finance II, Inc. in form and substance satisfactory to the Agent and duly executed and delivered by the Borrower and Textron with respect to the stock of Silverleaf Finance II, Inc., (ii) that an amendment to the Stock Pledge Agreement, dated as of April 30, 2002, between the Borrower and the Agent, in form and substance satisfactory to the Agent and duly executed and delivered by the Borrower, (iii) an amendment to the Security Agreement in form and substance satisfactory to the Agent and duly executed and delivered by the Borrower, and (iv) any amendments to the UCC financing statements filed pursuant to the Security Documents deemed necessary or advisable by the Agent; (n) the Security Documents shall be effective to create in favor of the Agent a legal, valid and enforceable first priority or second priority security interest in the Collateral, as required by the applicable Security Document (except for Permitted Liens entitled to priority under applicable law); (o) the Agent shall have received from the Borrower a statement of all material authorizationslitigation pending or threatened against the Borrower or its Subsidiaries which has not been previously disclosed to the Agent; (p) the Agent and the Banks shall have received evidence satisfactory to the Agent and the Banks that the Textron Securitization has closed on terms and conditions both set forth in the Textron Securitization Term Sheet and satisfactory to the Agent and the Banks, approvals that the Textron Securitization has been documented in form and consents required substance satisfactory to be obtained the Agent and the Banks, and that the Textron Securitization has resulted in the removal and prepayment of approximately $23,000,000 of Eligible Consumer Loans under the Credit Agreement. The Borrower shall have delivered to the Banks copies of all executed documents related to the Textron Securitization certified by the Borrower prior to be true, correct and complete as of the Effective Date; (q) the Agent shall have received an updated Business Plan from the Borrower, in form and substance satisfactory to the Amendment Agent and the Banks, which Business Plan shall be in effect in all material respects as of the Effective Date in connection with its execution, delivery and performance shall cover the period of this Amendment business of the Borrower through the date that is five (5) years from the Effective Date and which Business Plan shall have been obtained approved by the Board of Directors of the Borrower; (r) the maturity date of the DZ Bank Facility shall have been extended pursuant to documentation in form and are substance satisfactory to the Agent and the Banks; (s) the Agent shall have received the Closing Fee from the Borrower in full force and effectimmediately available funds; and (et) the Borrower shall have reimbursed the Agent for, or paid directly, all reasonable fees, costs, and expenses incurred by legal counsel to the Agent and legal counsel to Liberty Bank for which the Borrower has received an invoice. The date on which all such conditions precedent set forth in Section 5.3 of the Credit Agreement shall have been satisfiedmet, as determined by the Agent, shall be the effective date of this Amendment (the "EFFECTIVE DATE").

Conditions to Effectiveness. This Amendment shall become effective as of the date first above written above (the “Amendment Effective Date”) when, and only when, each of the following conditions is have been satisfied (or waived by the Administrative Agent and the Lenders party hereto in accordance with Section 10.1 of the Credit Agreementtheir sole discretion): (a) the The Administrative Agent shall have received counterparts of this Amendment duly executed and delivered by the Borrowerreceived, the Administrative Agentin immediately available funds, each Issuing Bank and each Bank; (b) the Administrative Agent shall have received (i) for the account of the Lenders (other than the New Lenders), all fees required unpaid interest that is accrued to be paid by but excluding the Borrower pursuant to fee letters executed and delivered by Amendment Effective Date under the Borrower in connection with the Amended Existing Credit Agreement and (ii) to the extent invoiced at least two days prior to the Amendment Effective Date, reimbursement or payment of all reasonable out-of-pocket costs and expenses of the Administrative Agent (including, but not limited to, the reasonable fees and expenses of counsel to the Administrative Agent) required to be reimbursed or paid by the Borrower to the Administrative Agent pursuant to Section 10.5 of the Credit Agreement for which reasonably detailed invoices have been presented to the Borrower on hereunder or before the date that is one Business Day prior to the date hereof;under any other Loan Document. (cb) the The Administrative Agent shall have received an executed legal opinionthe following documents, each document being dated the date of receipt thereof by the Administrative Agent (which date shall be the same for all such documents, except as of the Amendment Effective Date, of (i) ▇▇▇▇▇ ▇▇▇▇▇ L.L.P., special counsel to the Borrower, and (ii) the general counsel or an associate general counsel and assistant corporate secretary (or its equivalent) of the Borrowerotherwise specified below), in each case reasonably form and substance satisfactory to the Administrative Agent: (i) either (A) counterparts of this Amendment duly executed by each of the Borrower, the Lenders and the Administrative Agent or (B) written evidence satisfactory to the Administrative Agent (which may include telecopy or other electronic transmission of a signed signature page of this Amendment) that such parties have signed counterparts of this Amendment; (dii) the Administrative Agent shall have received a certificate dated as Notes requested by any Lender pursuant to Section 2.15(d) of the Amendment Effective Date of the Secretary or Assistant Secretary of Amended Agreement, duly completed and executed by the Borrower certifying and payable to such Lender; (iiii) certified copies of (A) the resolutions of the Board of Directors of the Borrower approving this Amendment (including, without limitation, the extension of the Maturity Date), the Amended Agreement and authorizing the other Loan Documents being executed and delivered in connection with this Amendment to which the Borrower is, or is to be, a party and (B) all documents evidencing any other necessary corporate action with respect to this Amendment (including, without limitation, the extension of the Maturity Date), the Amended Agreement and such other Loan Documents; (iv) good standing certificates with respect to the Borrower issued no earlier than fifteen (15) days prior to the Amendment Effective Date; (v) a certificate of the Secretary or an Assistant Secretary of the Borrower certifying (A) the names and true signatures of the officers of the Borrower authorized to sign this Amendment and each other Loan Document being executed and delivered in connection with this Amendment to which the Borrower is, or is to become, a party and the other documents to be delivered hereunder, (B) that attached thereto are true and correct copies of the Organizational Documents of the Borrower, in each case as in effect on such date, and (C) that there is no Governmental Action required for the due execution, delivery and performance by the Borrower of this Amendment, the Amended Agreement and each other Loan Document being executed and delivered in connection with this Amendment to which the Borrower is, or is to become, a party; (vi) copies of all the Disclosure Documents (it being agreed that those Disclosure Documents publicly available on the SEC’s ▇▇▇▇▇ Database or on FE’s website no later than the Business Day immediately preceding the Amendment Effective Date will be deemed to have been delivered under this clause (vi)); (vii) an opinion of ▇▇▇▇▇ Day, special counsel for the Borrower; (viii) a certificate of an Authorized Officer of the Borrower (the statements in which shall be true) certifying that, both before and after giving effect to this Amendment (including, without limitation, the extension of the Maturity Date), (A) no event has occurred and is continuing that constitutes an Event of Default or an Unmatured Default and (iiB) that all representations and warranties of the Borrower contained in the Amended Agreement and each other Loan Document to which the Borrower is a party are true and correct in all material authorizationsrespects (or, in the case of any such representation or warranty already qualified by “Material Adverse Effect” or any other materiality qualification, true and correct in all respects) on and as of the Amendment Effective Date, as though made on and as of such date (other than any such representation or warranty that by its terms refers to a specific date, in which case such representation and warranty shall be true and correct in all material respects (or, in the case of any such representation or warranty already qualified by “Material Adverse Effect” or any other materiality qualification, true and correct in all respects) as of such specific date); (ix) A Notice of Borrowing in respect of the Amendment Effective Date Advances, which shall be irrevocable and binding on the Borrower; and (x) such other certifications, opinions, financial or other information, approvals and consents required to be obtained by documents as the Borrower Administrative Agent or any Lender may have reasonably requested at least one (1) Business Day prior to the Amendment Effective Date Date, all in connection with its execution, delivery form and performance of this Amendment have been obtained and are in full force and effect; andsubstance satisfactory to the Administrative Agent or such Lender (as the case may be). (ec) the conditions precedent set forth in Section 5.3 of the Credit Agreement The Administrative Agent shall have been satisfiedreceived all documentation and information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including, without limitation, the Patriot Act and the Beneficial Ownership Regulation, to the extent such documentation or information is requested by the Administrative Agent on behalf of any Lender prior to the Amendment Effective Date.

Conditions to Effectiveness. This Amendment Amend-ment shall become effective as of the first date first written above on which the following conditions have been satisfied (the “Amendment Effective Date”) when, and only when, each of the following conditions is satisfied (or waived in accordance with Section 10.1 of the Credit Agreement): (a) The Administrative Agent (or its counsel) shall have received duly executed counterparts hereof that, when taken together, bear the signatures of each of the Borrowers, the Administrative Agent and all the Lenders; (b) All legal matters incident to this Amendment shall be satisfactory to the Administrative Agent; (c) The Administrative Agent shall have received counterparts of this Amendment duly executed and delivered by the Borrower, the Administrative Agent, each Issuing Bank and each Bank; (b) the Administrative Agent shall have received (i) all fees required and other amounts due and payable on or prior to be paid by the Borrower pursuant Amendment Effective Date, including, to fee letters executed and delivered by the Borrower in connection with the Amended Credit Agreement and (ii) extent invoiced, reimbursement or payment of all reasonable out-of-pocket expenses required to be reimbursed or paid by the Borrower Borrowers hereunder or under any other Loan Document, such expenses to include the Administrative Agent pursuant to Section 10.5 legal fees of the Credit Agreement for which reasonably detailed invoices have been presented to the Borrower on or before the date that is one Business Day prior to the date hereof; (c) the Administrative Agent shall have received an executed legal opinionCravath, dated as of the Amendment Effective Date, of (i) Swaine & ▇▇▇▇▇ ▇▇▇▇▇ L.L.P., special counsel to the Borrower, and (ii) the general counsel or an associate general counsel and assistant corporate secretary (or its equivalent) of the Borrower, in each case reasonably satisfactory to the Administrative Agent; (d) The Administrative Agent (or its counsel) shall have received from each of the Borrowers, the Administrative Agent shall have received and each Lender having a certificate dated as Tranche B Revolving Commitment or holding Tranche B Revolving Loans immediately prior to the effectiveness of the Amendment Effective Date of assignments effected by the Secretary or Assistant Secretary of the Borrower certifying Master Assignment either (i) the resolutions a counterpart of the Board Master Assignment signed on behalf of Directors of the Borrower approving and authorizing the execution, delivery and performance by the Borrower of this Amendment and such party or (ii) that all material authorizations, approvals and consents required to be obtained by the Borrower prior written evidence satisfactory to the Amendment Effective Date in connection with Administrative Agent (which may include telecopy transmission of a signed signature page of the Master Assignment) that such party has signed a counterpart of the Master Assignment under which each Lender party thereto, other than JPMCB, shall assign all of its execution, delivery Tranche B Revolving Commitments and performance of this Amendment have been obtained and are in full force and effect; andoutstanding Tranche B Revolving Loans to JPMCB; (e) the conditions precedent set forth The amendment fee referred to in Section 5.3 of the Credit Agreement 5 hereof shall have been satisfiedpaid.

Conditions to Effectiveness. This Amendment shall become effective as of the date first above written above (the “Amendment Effective Date”) when, and only when, each of the following conditions is have been satisfied (or waived by the Administrative Agent and the Lenders party hereto in accordance with Section 10.1 of the Credit Agreementtheir sole discretion): (a) the The Administrative Agent shall have received counterparts received, in immediately available funds, to the extent invoiced prior to the Amendment Effective Date, reimbursement or payment of this Amendment duly executed and delivered by the Borrower, the Administrative Agent, each Issuing Bank and each Bank; (b) the Administrative Agent shall have received (i) all fees required to be paid by the Borrower pursuant to fee letters executed and delivered by the Borrower in connection with the Amended Credit Agreement and (ii) all reasonable out-of-pocket costs and expenses of the Administrative Agent (including, but not limited to, the reasonable fees and expenses of counsel (including, but not limited to, one local counsel and any specialist counsel in each relevant jurisdiction) to the Administrative Agent) required to be reimbursed or paid by the Borrower to the Administrative Agent pursuant to Section 10.5 of the Credit Agreement for which reasonably detailed invoices have been presented to the Borrower on hereunder or before the date that is one Business Day prior to the date hereof;under any other Loan Document. (cb) the The Administrative Agent shall have received an executed legal opinionthe following documents, each document being dated the date of receipt thereof by the Administrative Agent (which date shall be the same for all such documents, except as of the Amendment Effective Date, of (i) ▇▇▇▇▇ ▇▇▇▇▇ L.L.P., special counsel to the Borrower, and (ii) the general counsel or an associate general counsel and assistant corporate secretary (or its equivalent) of the Borrowerotherwise specified below), in each case reasonably form and substance satisfactory to the Administrative Agent: (i) either (A) counterparts of this Amendment duly executed by the Borrower, the Lenders, the Administrative Agent, and the Fronting Banks or (B) written evidence satisfactory to the Administrative Agent that such parties have signed counterparts of this Amendment; (dii) the Administrative Agent shall have received a certificate dated as certified copies of the Amendment Effective Date of the Secretary or Assistant Secretary of the Borrower certifying (iA) the resolutions of the Board of Directors of the Borrower approving this Amendment and authorizing the Credit Agreement and (B) all documents evidencing any other necessary corporate action with respect to this Amendment and the Credit Agreement; (iii) a certificate of the Secretary or an Assistant Secretary of the Borrower certifying (A) the names and true signatures of the officers of the Borrower authorized to sign this Amendment and the other documents to be delivered hereunder, (B) that attached thereto are true and correct copies of the Organizational Documents of the Borrower, in each case as in effect on such date, and (C) that true and correct copies of all governmental and regulatory authorizations and approvals required for the due execution, delivery and performance by the Borrower of this Amendment and the Credit Agreement have previously been delivered to the Administrative Agent and remain in full force and effect on such date; (iiiv) a certificate of an Authorized Officer of the Borrower (the statements in which shall be true) certifying that, both before and after giving effect to this Amendment, (A) no event has occurred and is continuing that constitutes an Event of Default or an Unmatured Default with respect to the Borrower and (B) all representations and warranties of the Borrower contained in the Credit Agreement and each other Loan Document to which the Borrower is a party are true and correct in all material authorizationsrespects (or in the case of any representation or warranty already qualified by materiality, approvals true and consents correct in all respects) on and as of the Amendment Effective Date, as though made on and as of such date (other than any such representation or warranty that by its terms refers to a specific date, in which case such representation and warranty shall be true and correct as of such specific date); and (v) an opinion of Morgan, ▇▇▇▇▇ & ▇▇▇▇▇us ▇▇▇, ▇▇ecial counsel for the Borrower. (c) The Administrative Agent shall have received all documentation and information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including, without limitation, the Patriot Act and the Beneficial Ownership Regulation, to be obtained the extent such documentation or information is requested by the Borrower Administrative Agent on behalf of any Lender prior to the Amendment Effective Date in connection with its execution, delivery and performance of this Amendment have been obtained and are in full force and effect; and (e) the conditions precedent set forth in Section 5.3 of the Credit Agreement shall have been satisfiedDate.

Conditions to Effectiveness. This Amendment shall become not be effective as of the date first written above (the “Amendment Effective Date”) when, and only when, until each of the following conditions is satisfied (or waived in accordance with Section 10.1 precedent have been fulfilled to the satisfaction of the Credit Agreement): (a) the Administrative Agent and the Lenders: a. This Amendment shall have received counterparts of this Amendment been duly executed and delivered by the Borrower, the Administrative Agent, each Issuing Bank respective parties hereto and each Bank; (b) the Administrative Agent shall have received (i) all fees required to be paid by the Borrower pursuant to fee letters executed in form and delivered by the Borrower in connection with the Amended Credit Agreement and (ii) all reasonable out-of-pocket expenses required to be paid by the Borrower substance satisfactory to the Administrative Agent pursuant to Section 10.5 and each of the Credit Agreement for which reasonably detailed invoices have been presented to Lenders. b. All action on the Borrower on or before the date that is one Business Day prior to the date hereof; (c) the Administrative Agent shall have received an executed legal opinion, dated as of the Amendment Effective Date, of (i) ▇▇▇▇▇ ▇▇▇▇▇ L.L.P., special counsel to the Borrower, and (ii) the general counsel or an associate general counsel and assistant corporate secretary (or its equivalent) of the Borrower, in each case reasonably satisfactory to the Administrative Agent; (d) the Administrative Agent shall have received a certificate dated as of the Amendment Effective Date of the Secretary or Assistant Secretary part of the Borrower certifying (i) and each Guarantor necessary for the resolutions of the Board of Directors of the Borrower approving and authorizing the valid execution, delivery and performance by the Borrower and each Guarantor of this Amendment shall have been duly and (ii) that all material authorizations, approvals effectively taken and consents required to be obtained by the Borrower prior evidence thereof satisfactory to the Amendment Effective Date in connection with its execution, delivery Administrative Agent and performance of this Amendment the Lenders shall have been obtained provided to the Administrative Agent and are in full force and effect; andeach of the Lenders. (e) c. The Borrower shall have received the conditions precedent set forth proceeds of the loan from UM Holdings Ltd. described in Section 5.3 6.1(h) hereof. d. The Administrative Agent shall have received a limited guaranty of the Obligations under Section 5.19(c) of the Credit Agreement from UM Holdings Ltd. reasonably satisfactory in form and substance to the Administrative Agent and the Lenders. e. The Borrower shall have paid (i) that portion of the First Amendment Fee which is due and payable on the effectiveness of this Amendment, (ii) the principal and interest payments on account of Term Loan A and Term Loan B which were due on August 1, 2002, and (iii) all overdue payments of principal and interest on each LOC Reimbursement Term Loan. f. The Borrower shall have paid to the Administrative Agent and Lenders all expenses (including reasonable attorneys fees) and other amounts then due and owing pursuant to the Credit Documents for which invoices have been satisfiedpresented as of the date of execution hereof. g. The Borrower and the Guarantors shall have provided such additional instruments and documents to the Administrative Agent and the Lenders as the Administrative Agent and the Administrative Agent's counsel may have reasonably requested.

Conditions to Effectiveness. This Amendment Agreement shall become effective as of on the date first written above (Effective Date and enforceable against the “Amendment Effective Date”) when, and only when, each parties hereto upon the occurrence of the following conditions is satisfied precedent: (a) The Administrative Agent shall have received: (i) multiple original counterparts, as requested by the Administrative Agent, of this Agreement duly and validly executed and delivered by duly authorized officers of the Borrower, the Guarantors, the Administrative Agent, and each Lender; (ii) a copy of the fully executed Agreement and Amendment No. 4 to Second Lien Term Loan Agreement (“Second Lien Amendment”), in substantially the same form as attached hereto as Exhibit A; (iii) executed original Notes, if any, requested by the Lenders made by the Borrower payable to such requesting Lenders in the amount of such Lenders’ respective Maximum Credit Amounts after giving effect to the transactions contemplated hereby; (iv) executed and notarized new Mortgages, and/or amendments, supplements, or waived reaffirmations to existing Mortgages, covering additional Oil and Gas Properties of the Borrower and its Subsidiaries, in accordance with form and substance reasonably satisfactory to the Administrative Agent, to the extent necessary to (A) cause the Administrative Agent to have a first priority, perfected Lien (subject only to Liens permitted under Section 10.1 9.03 of the Credit Agreement):) on at least 80% of the Engineered Value of the Oil and Gas Properties evaluated in the Reserve Reports most recently delivered to the Administrative Agent, and (B) increase any maximum amounts referenced in any existing Mortgages to account for the increase in the aggregate Maximum Credit Amounts effected hereby; (av) a certificate, dated as of the Administrative Agent shall have received counterparts of this Amendment Effective Date, duly executed and delivered by the Borrower, the Administrative Agent, each Issuing Bank ’s and each BankGuarantor’s Secretary or Assistant Secretary certifying such Person’s (A) officers’ incumbency, (B) authorizing resolutions, and (C) organizational documents; (bvi) certificates of the Administrative Agent shall have received (i) all fees required appropriate State agencies with respect to be paid by the existence and qualification of the Borrower pursuant to fee letters executed and delivered by the Borrower each Guarantor in connection with the Amended Credit Agreement and (ii) all reasonable out-of-pocket expenses required to be paid by the Borrower to the Administrative Agent pursuant to Section 10.5 its jurisdiction of the Credit Agreement for which reasonably detailed invoices have been presented to the Borrower on or before the date that is one Business Day prior to the date hereofformation; (cvii) the Administrative Agent shall have received an executed legal opinion, dated as opinion of the Amendment Effective Date, of (i) ▇▇▇▇▇ ▇▇▇▇▇ L.L.P., special counsel to the Borrower, and (ii) the general counsel or an associate general counsel and assistant corporate secretary (or its equivalent) of the BorrowerCredit Parties, in each case form and substance reasonably satisfactory to the Administrative Agent; (dviii) appropriate UCC search reports for the jurisdiction of organization of each Credit Party reflecting no prior Liens (other than Liens permitted by Section 9.03 of the Credit Agreement, as amended hereby) encumbering the Properties of the Credit Parties; and (ix) such other information, documents, governmental certificates, agreements, and lien searches as the Administrative Agent or any Lender may reasonably request. (b) The Administrative Agent shall have received a certificate dated evidence satisfactory to it that conditions precedent and all other actions necessary for the Second Lien Amendment to become effective have been met or have occurred (other than the consents and agreements provided under this Agreement). (c) The Administrative Agent shall have received such title information as the Administrative Agent may reasonably require setting forth the status of title to at least 80% of the Amendment Effective Date Engineered Value of the Secretary or Assistant Secretary of Oil and Gas Properties evaluated in the Borrower certifying Reserve Reports most recently delivered to the Administrative Agent. (id) the resolutions of the Board of Directors of the Borrower approving The representations and authorizing the execution, delivery warranties in this Agreement shall be true and performance by the Borrower of this Amendment and (ii) that correct in all material authorizations, approvals and consents required to be obtained by the Borrower prior to the Amendment Effective Date in connection with its execution, delivery and performance of this Amendment have been obtained and are in full force and effect; andrespects. (e) The Administrative Agent, the conditions precedent set forth in Section 5.3 of Arranger and the Credit Agreement Lenders shall have been satisfiedreceived all commitment, facility and agency fees and all other fees and amounts due and payable on or prior to the Effective Date, including, to the extent invoiced, reimbursement or payment of all reasonable out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunder.

Conditions to Effectiveness. This Amendment shall become effective as The occurrence of the date first written above (Closing Date and the “Amendment Effective Date”) when, and only when, each effectiveness of this Agreement are subject to satisfaction of the following conditions is satisfied (or waived in accordance with Section 10.1 of the Credit Agreement):precedent: (a) The Administrative Agent’s receipt of the following, each of which shall be originals or telecopies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the Borrower, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance satisfactory to the Administrative Agent shall have received and its legal counsel: (i) executed counterparts of this Amendment duly executed and delivered Agreement, in the number requested by the Borrower, the Administrative Agent, each Issuing Bank and each BankAgent or its legal counsel; (bii) the Administrative Agent shall have received (i) all fees required to be paid by the Borrower pursuant to fee letters a Note executed and delivered by the Borrower in connection with the Amended Credit Agreement and favor of each Lender requesting a Note; (iiiii) all reasonable out-of-pocket expenses required to be paid by such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of the Borrower to as the Administrative Agent pursuant may require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to Section 10.5 of act as a Responsible Officer in connection with this Agreement and the Credit Agreement for other Loan Documents to which reasonably detailed invoices have been presented to the Borrower on or before the date that is one Business Day prior to the date hereofa party; (civ) such documents and certifications as the Administrative Agent shall may reasonably require to evidence that the Borrower is duly organized or formed, and that the Borrower is validly existing, in good standing and qualified to engage in business in (A) the jurisdiction of its incorporation or organization and (B) each other jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except to the extent that failure to do so could not reasonably be expected to have received an executed legal opinion, dated as a Material Adverse Effect; (v) a favorable opinion of the Amendment Effective Date, of (i) Haynsworth ▇▇▇▇▇▇▇ ▇▇▇▇▇ L.L.P., special P.A., counsel to the Borrower, and (ii) the general counsel or an associate general counsel and assistant corporate secretary (or its equivalent) of the Borrower, in each case reasonably satisfactory addressed to the Administrative AgentAgent and each Lender, covering enforceability of the Loan Documents and such other matters to be agreed upon; (dvi) the Administrative Agent shall have received a certificate dated as of the Amendment Effective Date of the Secretary or Assistant Secretary a Responsible Officer of the Borrower certifying either (iA) the resolutions attaching copies of the Board of Directors of the Borrower approving all consents, licenses and authorizing approvals required in connection with the execution, delivery and performance by the Borrower of this Amendment and (ii) that all material authorizations, approvals and consents required to be obtained by the validity against the Borrower prior of the Loan Documents to the Amendment Effective Date in connection with its executionwhich it is a party, delivery and performance of this Amendment have been obtained certifying that such consents, licenses and approvals are in full force and effect, or (B) stating that no such consents, licenses or approvals are so required; (vii) a certificate signed by a Responsible Officer of the Borrower certifying (A) that the conditions specified in Sections 4.01(d) and (e) have been satisfied, (B) that there has been no event or circumstance since the date of the Audited Financial Statements through the Closing Date that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect; and (C) the current Debt Ratings; and (eviii) such other assurances, certificates, documents, consents or opinions as the conditions precedent set forth in Section 5.3 of Administrative Agent or the Credit Agreement Required Lenders reasonably may require. (b) Any fees required to be paid on or before the Closing Date shall have been satisfiedpaid. (c) Unless waived by the Administrative Agent, the Borrower shall have paid all fees, charges and disbursements of counsel to the Administrative Agent (directly to such counsel if requested by the Administrative Agent) to the extent invoiced prior to or on the Closing Date, plus such additional amounts of fees, charges and disbursements as shall constitute its reasonable estimate of fees, charges and disbursements incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between the Borrower and the Administrative Agent). (d) The representations and warranties of the Borrower contained in Article V and in any other Loan Document, and those which are contained in any other document furnished at any time under or in connection herewith or therewith, shall be true and correct on and as of the Closing Date. (e) No Default or Event of Default shall exist and be continuing as of the Closing Date. (f) The Closing Date shall have occurred on or before December 8, 2011. (g) The Administrative Agent shall have received a Loan Notice in accordance with the requirements hereof. Without limiting the generality of the provisions of Section 9.03, for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.

Conditions to Effectiveness. This Amendment shall become effective as of on the date first written above (the “Amendment Effective Date”) when, and only when, each of the following conditions is satisfied (or waived in accordance with Section 10.1 of the Credit Agreement):on which: (a) the Administrative Agent (or its counsel) shall have received counterparts from the Credit Parties and the Required Lenders, a counterpart of this Amendment duly executed and delivered by the Borrower, the Administrative Agent, signed on behalf of each Issuing Bank and each Banksuch party; (b) the Administrative Agent (or its counsel) shall have received the following (ior their equivalent), each (other than with respect to clause (iv)) all fees required to be paid certified by the Borrower pursuant to fee letters executed and delivered by secretary or assistant secretary of the Borrower in connection with the Amended Credit Agreement and (ii) all reasonable out-of-pocket expenses required to be paid by the Borrower to the Administrative Agent pursuant to Section 10.5 of the Credit Agreement for which reasonably detailed invoices have been presented to the Borrower on or before the date that is one Business Day prior to the date hereof; (c) the Administrative Agent shall have received an executed legal opinion, dated as of the Amendment Effective Date, of (i) ▇▇▇▇▇ ▇▇▇▇▇ L.L.P., special counsel Date to the Borrower, be true and (ii) the general counsel or an associate general counsel correct and assistant corporate secretary (or its equivalent) of the Borrower, in each case force and effect pursuant to a certificate in a form reasonably satisfactory to the Administrative Agent; : (di) copies of the Administrative Agent shall have received a certificate dated articles of incorporation or charter documents of the Borrower, certified by the secretary or assistant secretary of the Borrower as of the Amendment Effective Date of the Secretary or Assistant Secretary of the Borrower certifying (i) the resolutions of the Board of Directors of the Borrower approving and authorizing the execution, delivery and performance by the Borrower of this Amendment and (ii) that all material authorizations, approvals and consents required to be obtained by the Borrower prior true and correct and in force and effect pursuant to a certificate in a form reasonably satisfactory to the Amendment Effective Date in connection with its executionAdministrative Agent, delivery and performance of this Amendment have been obtained and that the articles or charter documents are in full force and effect; (ii) copies of resolutions of the board of directors of the Borrower approving and adopting this Amendment (including the transactions contemplated herein) and authorizing execution and delivery hereof; (iii) copies of the bylaws, operating agreement or partnership agreement of the Borrower, and that such by-laws, operating agreements or partnership agreements are in full force and effect; and (iv) copies, where applicable, of a certificate of good standing of the Borrower in its state of organization, certified as of a recent date by the appropriate Governmental Authorities of the applicable state of organization; (c) the representations and warranties set forth in Section 2 hereof shall be true and correct and the Agent shall have received a certificate of a Responsible Officer to such effect; (d) the Agent shall have received a legal opinion of Cravath, Swaine & ▇▇▇▇▇ LLP, special New York counsel to the Borrower, in form and substance reasonably acceptable to the Agent; and (e) the conditions precedent set forth in Section 5.3 of the Credit Agreement Borrower shall have been satisfiedpaid all expenses due and payable pursuant to Section 4 hereof.

Conditions to Effectiveness. This Amendment shall become effective as The effectiveness of the date first written above amendments contained in Section 1 hereof is conditioned upon satisfaction of all of the following conditions precedent (the date on which all such conditions have been satisfied being referred to herein as the “Second Amendment Effective Date”) when, and only when, each of the following conditions is satisfied (or waived in accordance with Section 10.1 of the Credit Agreement): (a) the Administrative Agent shall have received counterparts of this Amendment duly executed and delivered by the Borrower, the Administrative Agent, each Issuing Bank and each Bank; (b) the Administrative Agent shall have received (i) all fees required to be paid a counterpart signature page of this Amendment duly executed by the Borrower pursuant to fee letters executed and delivered by the Borrower in connection with the Amended Credit Agreement each Loan Party and (ii) consent and authorization from the Requisite Lenders to execute this Amendment on their behalf; (b) each of the representations and warranties in Section 3 below shall be true and correct in all material respects on and as of the Second Amendment Effective Date; (c) each of the Syndication Agent and the Administrative Agent shall have received payment in immediately available funds of all fees and other amounts due and payable on or prior to the Second Amendment Effective Date, including, without limitation, (i) in the case of the Administrative Agent only, for the account of each consenting Lender that has evidenced its agreement hereto by 4:00 p.m. (New York City time) on or before August 12, 2009, a non-refundable consent fee in an amount equal to 0.50% of the aggregate principal amount (without duplication) of such Lender’s Commitments and Loans outstanding as of the date hereof and (ii) in the case of each of the Syndication Agent and the Administrative Agent, reimbursement or other payment of all reasonable and documented out-of-pocket expenses incurred by each of the Syndication Agent and the Administrative Agent, respectively (including, without limitation, reasonable and documented legal fees), required to be reimbursed or paid by the Borrower to Borrower, any Loan Party or the Administrative Agent pursuant to Section 10.5 of Parent under the Credit Agreement (including, without limitation, in connection with this Amendment and the documents and transactions related hereto) or any engagement letter entered into by the Borrower and/or the Parent and the Syndication Agent and for which reasonably detailed invoices have been previously presented to the Borrower on or before the date that is one Business Day prior to the date hereof;Second Amendment Effective Date; and (cd) the Administrative Agent shall have received an executed legal opinionsuch other documents, dated instruments, certificates and approvals as it may reasonably request. Administrative Agent will notify the Borrower reasonably promptly upon the occurrence of the Second Amendment Effective Date, of (i) ▇▇▇▇▇ ▇▇▇▇▇ L.L.P., special counsel to the Borrower, and (ii) the general counsel or an associate general counsel and assistant corporate secretary (or its equivalent) of the Borrower, in each case reasonably satisfactory to the Administrative Agent; (d) the Administrative Agent shall have received a certificate dated as of the Amendment Effective Date of the Secretary or Assistant Secretary of the Borrower certifying (i) the resolutions of the Board of Directors of the Borrower approving and authorizing the execution, delivery and performance by the Borrower of this Amendment and (ii) that all material authorizations, approvals and consents required to be obtained by the Borrower prior to the Amendment Effective Date in connection with its execution, delivery and performance of this Amendment have been obtained and are in full force and effect; and (e) the conditions precedent set forth in Section 5.3 of the Credit Agreement shall have been satisfied.

Conditions to Effectiveness. This Amendment shall become effective as upon satisfaction (or waiver by the Agent in its sole discretion) of the following, as determined by the Agent in its reasonable discretion (the date first written above (of such effectiveness, the “Amendment Effective Date”) when, and only when, each of the following conditions is satisfied (or waived in accordance with Section 10.1 of the Credit Agreement): (a) the Administrative a. Agent shall have received the following: i. counterparts of this Amendment duly executed and delivered by the Borrower, Holdings and the Administrative Agent, each Issuing Bank and each BankLenders; (b) ii. payment of the Administrative Agent shall have received (i) all fees required to be paid by payments of interest due on October 15, 2024 and November 15, 2024 in the total amount of $330,683; iii. written confirmation from the Borrower pursuant to fee letters executed and delivered by that the Borrower conditions precedent contained in connection with the Amended Credit Agreement and (iiSection 5(ii) all reasonable out-of-pocket expenses required to be paid by the Borrower to the Administrative Agent pursuant to Section 10.5 of the Credit Agreement for which reasonably detailed invoices Amendment No. 2 have been presented to the Borrower on or before the date that is one Business Day prior to the date hereofcomplied with; (c) the Administrative Agent shall have received an executed legal opinion, dated as of the Amendment Effective Date, of (i) ▇▇▇▇▇ ▇▇▇▇▇ L.L.P., special counsel to the Borrower, and (ii) the general counsel or an associate general counsel and assistant corporate secretary (or its equivalent) of the Borrower, in each case reasonably satisfactory to the Administrative Agent; (d) the Administrative Agent shall have received iv. a certificate dated as of the Amendment Effective Date of duly executed by the Secretary or Assistant Secretary or other appropriate officer, manager or director, of the Borrower certifying each Obligor which shall (iA) certify the resolutions of the Board its board of Directors of the Borrower approving and directors, managers, members or other body authorizing the execution, delivery and performance by the Borrower of this Amendment and (ii) that all material authorizations, approvals and consents required to be obtained by the Borrower prior to the Amendment Effective Date in connection with its execution, delivery and performance of this Amendment and the other Loan Documents to which it is a party, (B) identify by name and title and bear the signatures of the Senior Officers or managers of such Obligor authorized to sign the Loan Documents to which it is a party, and (C) contain appropriate attachments, including the Organizational Documents of such Obligor certified, if applicable, by the relevant authority of the jurisdiction of formation, and a good standing certificate as of a recent date for such Obligor from its jurisdiction of formation; v. all documentation and other information about the Obligors as shall have been obtained requested in writing by Agent prior to the Amendment Effective Date that it shall have determined is required by U.S. regulatory authorities under applicable “know your customer” and are anti-money laundering rules and regulations; b. except for the Existing Events of Default, before and after giving effect to this Amendment, no Default or Event of Default shall exist or have occurred and be continuing as of the Amendment Effective Date; c. all of the representations, warranties and certifications of or on behalf of the Obligors contained in full force Section 4 hereof and effectset forth in the Loan Agreement and the other Loan Documents shall be true and correct in all material respects (or in all respects if already qualified by materiality or Material Adverse Effect) on and as of the Amendment Effective Date (in each case both immediately before and immediately after giving effect to this Amendment), except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects (or in all respects if already qualified by materiality or Material Adverse Effect) as of such earlier date; and (e) d. the conditions precedent set forth Obligors shall have paid on or before the Amendment Effective Date any and all fees required to be paid pursuant to this Amendment and the Loan Agreement and all Lender Expenses incurred by Agent and the Lenders in Section 5.3 connection with this Amendment, including, without limitation, the reasonable fees and expenses of ▇▇▇▇▇▇ & Bird LLP, counsel to the Agent. The Obligors shall be deemed to represent and warrant to Agent that each of the Credit Agreement shall foregoing conditions have been satisfiedsatisfied upon the release of their respective signatures to this Amendment.

Conditions to Effectiveness. This Amendment The amendments contained in Section 1 shall become be effective as upon satisfaction of the date first written above (the “Amendment Effective Date”) when, and only when, each of the following conditions is satisfied (or waived in accordance with Section 10.1 of the Credit Agreement):precedent: (a) the The Administrative Agent shall have received original, electronic or facsimile counterparts of this Amendment duly executed and delivered by Lenders constituting the BorrowerRequired Lenders and shall have received counterparts of this Amendment executed by the Borrower and counterparts of the Consent appended hereto as Exhibit A (the “Consent”) executed by the Grantors, as defined in the Administrative Agent, each Issuing Bank Guarantee and each BankCollateral Agreement (the “Grantors”); (b) the Administrative Agent shall have received (i) all fees required to be paid by the Borrower pursuant to fee letters executed and delivered by the Borrower in connection with the Amended Credit Agreement and (ii) all reasonable out-of-pocket expenses required to be paid by the Borrower to the Administrative Agent pursuant to Section 10.5 of the Credit Agreement for which reasonably detailed invoices have been presented to the Borrower on or before the date that is one Business Day prior to the date hereof; (c) the Administrative Agent shall have received an executed legal opinion, dated as of the Amendment Effective Date, of (i) ▇▇▇▇▇ ▇▇▇▇▇ L.L.P., special counsel to the Borrower, and (ii) the general counsel or an associate general counsel and assistant corporate secretary (or its equivalent) of the Borrower, in each case reasonably satisfactory to the Administrative Agent; (d) the The Administrative Agent shall have received a certificate counterpart to that certain Fee Letter (“Fee Letter”) dated as of November 18, 2012, by and between the Amendment Effective Date of Administrative Agent and the Secretary or Assistant Secretary of the Borrower certifying (i) the resolutions of the Board of Directors of the Borrower approving Borrower, executed and authorizing the execution, delivery and performance delivered by the Borrower Borrower, and all fees and expense reimbursements (including, without limitation, fees and expenses of this Amendment and (ii) that all material authorizations, approvals and consents required to be obtained by the Borrower prior counsel to the Amendment Effective Date in connection with its execution, delivery Agents and performance of this Amendment any invoiced fees and expenses payable under the Fee Letter) under the Fee Letter and the Loan Documents shall have been obtained and are in full force and effectpaid; and (ec) The Administrative Agent shall have received from the conditions precedent set forth Borrower, for account of each Lender (each, a “Consenting Lender”) which delivers its original, electronic or facsimile signature page to this Amendment no later than 5:00 p.m. (New York City time) on November 28, 2012 (the “Cutoff Date”), payment of an amendment fee (which shall be fully earned, non-refundable, and payable on First Amendment Effective Date (under and as defined in Section 5.3 the Credit Agreement, after giving effect to this Amendment)) equal to 12.5 basis points (0.125%) of the Credit Agreement shall have been satisfiedaggregate outstanding amount of Term Loans and Revolving Commitments of such Consenting Lender as of the Cutoff Date.

Conditions to Effectiveness. This Amendment shall become effective on and as of the date first written above (the “"Amendment Effective Date”") when, and only when, each of satisfaction of the following conditions is satisfied (or waived in accordance with Section 10.1 of the Credit Agreement):precedent: (a) the Administrative Agent shall have received counterparts of this Amendment duly executed and delivered by the Borrower, the Administrative Agent, each Issuing Bank and each Bank; (b) the The Administrative Agent shall have received (i) all fees required to be paid by the Borrower pursuant to fee letters an executed counterpart of this Amendment, duly executed and delivered by a duly authorized officer of the Borrower, (ii) executed Lender Consent Letters (or facsimile transmissions thereof), substantially in the form of Exhibit A hereto ("Lender Consent Letters"), from the Required Lenders, (iii) an executed certificate of an officer of the Borrower in connection with the Amended Credit Agreement and (ii) all reasonable out-of-pocket expenses required to be paid by the Borrower form reasonably satisfactory to the Administrative Agent pursuant as to the matters set forth in Section 10.5 9 of this Amendment and as to such other customary matters as the Credit Agreement for which Administrative Agent may reasonably detailed invoices have been presented request and (iv) the legal opinions of general counsel to the Borrower on or before the date that is one Business Day prior to the date hereof; (c) the Administrative Agent shall have received an executed legal opinionand of ▇▇▇▇, dated as of the Amendment Effective DateWeiss, of (i) Rifkind, ▇▇▇▇▇▇▇ & ▇▇▇▇▇ L.L.P.▇▇▇▇, as special counsel to the Borrower, in form and substance satisfactory to the Administrative Agent and covering such matters as the Administrative Agent shall reasonably require. (b) The Borrower and the Administrative Agent shall have duly executed and delivered a letter agreement, in form and substance satisfactory to the Administrative Agent, as to amendments to (i) the Amended and Restated Warrant Agreement, dated as of December 27, 2000 (the "Warrant Agreement"), between the Borrower and United States Trust Company of New York, as warrant agent and escrow agent, and (ii) the general counsel or an associate general counsel and assistant corporate secretary warrants issued under the Warrant Agreement (or its equivalent) of the Borrower"Warrants"), in each case reasonably satisfactory pursuant to which (A) the exercise price of the Warrants shall be decreased to $15.00 per share, subject to adjustments to such price as provided in the Warrant Agreement, and (B) the Borrower shall agree to post-effectively amend the registration statement relating to the Administrative Agent; (d) Warrants to reflect such decrease in the exercise price and to cover such other matters as the Administrative Agent shall have received a certificate dated as of the Amendment Effective Date of the Secretary or Assistant Secretary of the Borrower certifying (i) the resolutions of the Board of Directors of the Borrower approving and authorizing the execution, delivery and performance by the Borrower of this Amendment and (ii) that all material authorizations, approvals and consents required to be obtained by the Borrower prior to the Amendment Effective Date in connection with its execution, delivery and performance of this Amendment have been obtained and are in full force and effect; and (e) the conditions precedent set forth in Section 5.3 of the Credit Agreement shall have been satisfiedreasonably require.

Conditions to Effectiveness. This Amendment shall become effective as of and on the date first written above (such date, the “"Fourth Amendment Effective Date”") when, and only when, each of the following conditions is satisfied (or waived in accordance with Section 10.1 of the Credit Agreement): (a) on which the Administrative Agent shall have received the following: (a) counterparts of this Amendment hereof duly executed and delivered by Holdings, the Borrower, the Administrative Agent, each Issuing Bank the Required Lenders and each Bankthe Federal Guarantor; (b) such corporate resolutions, incumbency certificates and other authorizations as the Administrative Agent shall have received may reasonably request; (ic) to the extent invoiced, payment or reimbursement of all fees required to be paid by the Borrower pursuant to fee letters executed and delivered by the Borrower in connection with the Amended Credit Agreement and (ii) all reasonable out-of-pocket expenses required to be paid by the Borrower to of the Administrative Agent pursuant to Section 10.5 incurred in connection with this Amendment, including the reasonable fees, charges and disbursements of the Credit Agreement respective counsel for which reasonably detailed invoices have been presented to the Borrower on or before the date that is one Business Day prior to the date hereof; (c) the Administrative Agent shall have received an executed legal opinion, dated as of and the Amendment Effective Date, of (i) ▇▇▇▇▇ ▇▇▇▇▇ L.L.P., special counsel to the Borrower, and (ii) the general counsel or an associate general counsel and assistant corporate secretary (or its equivalent) of the Borrower, in each case reasonably satisfactory to the Administrative Agent;Federal Guarantor; and (d) an irrevocable standby letter of credit issued under the Revolving Loan Agreement (or successor revolving credit facility) in favor of the Administrative Agent shall have received a certificate dated as for the benefit of the Lenders in the amount of $12,500,000, which letter of credit shall be substantially in the form of Annex II to this Amendment Effective Date of the Secretary or Assistant Secretary of the Borrower certifying and shall (i) be renewable on an annual basis, (ii) be drawable at any time and from time to time, in whole or in part, upon a notice of non-renewal or when an Event of Default shall be in existence, by the resolutions Administrative Agent in its discretion or at the direction of the Board of Directors of Required Lenders or the Borrower approving and authorizing the execution, delivery and performance Federal Guarantor in order to pay amounts then owing by the Borrower under any of the Loan Documents, to make an optional prepayment of the Loans or to fund a cash collateral account in the name of the Administrative Agent and under its sole control to secure the Obligations (and the Borrower hereby authorizes the Administrative Agent to make each such drawing and to so use the proceeds thereof), and (iii) be released upon demonstrated compliance with the financial covenants in effect as permitted in this Amendment and (ii) that all material authorizationsas of September 30, approvals and consents required to be obtained by the Borrower prior to the Amendment Effective Date in connection with its execution, delivery and performance of this Amendment have been obtained and are in full force and effect; and (e) the conditions precedent set forth in Section 5.3 of the Credit Agreement shall have been satisfied2007.

Conditions to Effectiveness. This Amendment shall become be deemed to be effective as of January 1, 2019, upon the date first written above (the “Amendment Effective Date”) when, and only when, satisfaction or waiver of each of the following conditions is satisfied (or waived in accordance with Section 10.1 to the reasonable satisfaction of the Credit AgreementAdministrative Agent (such date, the “Effective Date”): (a) The Administrative Agent’s receipt of the following, each properly executed by a Responsible Officer of the signing Credit Party, each in form and substance reasonably satisfactory to the Administrative Agent: (i) this Amendment, duly executed by each of the Credit Parties, the Administrative Agent and the Required Lenders; (ii) a certificate of a Responsible Officer of the Borrower certifying that attached thereto is a true, correct and complete copy of each of (i) the Agency Agreement and (ii) the Guarantee & Indemnification by the Borrower in favor of AMHIC executed in connection therewith. (b) Payment of all fees and expenses of the Administrative Agent and ▇▇▇▇▇ Fargo Securities, LLC, and in the case of expenses, to the extent invoiced at least two (2) Business Days prior to the Effective Date (except as otherwise reasonably agreed to by the Borrower), required to be paid on the Effective Date. (c) The representations and warranties in Section 4 of this Amendment shall be true and correct as of the Effective Date. For purposes of determining compliance with the conditions specified in this Section 3, each Lender that has signed this Amendment shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received counterparts of this Amendment duly executed and delivered by the Borrower, the Administrative Agent, each Issuing Bank and each Bank; (b) the Administrative Agent shall have received (i) all fees required to be paid by the Borrower pursuant to fee letters executed and delivered by the Borrower in connection with the Amended Credit Agreement and (ii) all reasonable out-of-pocket expenses required to be paid by the Borrower to the Administrative Agent pursuant to Section 10.5 of the Credit Agreement for which reasonably detailed invoices have been presented to the Borrower on or before the date that is one Business Day notice from such Lender prior to the date hereof; (c) the Administrative Agent shall have received an executed legal opinion, dated as of the Amendment Effective Date, of (i) ▇▇▇▇▇ ▇▇▇▇▇ L.L.P., special counsel to the Borrower, and (ii) the general counsel or an associate general counsel and assistant corporate secretary (or its equivalent) of the Borrower, in each case reasonably satisfactory to the Administrative Agent; (d) the Administrative Agent shall have received a certificate dated as of the Amendment proposed Effective Date of the Secretary or Assistant Secretary of the Borrower certifying (i) the resolutions of the Board of Directors of the Borrower approving and authorizing the execution, delivery and performance by the Borrower of this Amendment and (ii) that all material authorizations, approvals and consents required to be obtained by the Borrower prior to the Amendment Effective Date in connection with specifying its execution, delivery and performance of this Amendment have been obtained and are in full force and effect; and (e) the conditions precedent set forth in Section 5.3 of the Credit Agreement shall have been satisfiedobjection thereto.

Conditions to Effectiveness. This Amendment Agreement shall become effective on and as of the first date first written above (the “Amendment Effective Date”) when, and only when, on which each of the following conditions is satisfied (or waived in accordance with Section 10.1 of the Credit Agreement10.01): (a) The Administrative Agent (or its counsel) shall have received from each party hereto 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 or electronic transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement. (b) The Administrative Agent shall have received counterparts (x) customary legal opinions of this Amendment duly executed (i) Wachtell Lipton ▇▇▇▇▇ & ▇▇▇▇, New York counsel to the Company and delivered by its Subsidiaries, (ii) ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ & Scarborough LLP, Georgia counsel to the BorrowerCompany and its Subsidiaries and (y) a certificate of a responsible officer of the Company attaching and certifying to Organization Documents of the Company, a good standing certificate of the Company from the jurisdiction of organization of the Company, an incumbency certificate and resolutions, in each case as are customary. (c) The Administrative Agent, each Issuing Bank the Arrangers and each Bank; (b) the Administrative Agent Lenders shall have received (i) all fees required to be paid by under the Borrower pursuant Fee Letters, to fee letters executed the extent payable to the Administrative Agent, the Arrangers and delivered by the Borrower in connection with Lenders or any of their respective Affiliates on or prior to the Amended Credit Agreement Effective Date and (ii) all reasonable out-of-pocket to the extent invoiced at least three (3) Business Days prior to the Effective Date, expenses required to be paid by the Borrower to the Administrative Agent pursuant to Section 10.5 of the Credit Agreement for which reasonably detailed invoices have been presented to the Borrower hereunder on or before the date that is one Business Day prior to the date hereof;Effective Date. (ci) the The Administrative Agent shall have received, at least three (3) Business Days prior to the Effective Date, all documentation and other information regarding the Company that the Administrative Agent or a Lender reasonably determines is required by U.S. regulatory authorities in connection with applicable “know your customer” and Anti-Money Laundering Laws, including the PATRIOT Act, to the extent reasonably requested in writing of the Company at least ten (10) Business Days prior to the Effective Date and (ii) to the extent the Company qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, at least three (3) Business Days prior to the Effective Date, any Lender that has reasonably requested, in a written notice to the Company at least ten (10) Business Days prior to the Effective Date, a Beneficial Ownership Certification in relation to the Company shall have received an executed legal opinionsuch Beneficial Ownership Certification. (e) The Arrangers shall have received a written notice from a responsible officer of the Company reducing commitments under the Primary Bridge Facility (as defined in the Bridge Commitment Letter, dated as of May 27, 2019, among the Amendment Effective Date, of (iCompany and the Arrangers) ▇▇▇▇▇ ▇▇▇▇▇ L.L.P., special counsel to the Borrower, and (ii) the general counsel or an associate general counsel and assistant corporate secretary (or its equivalent) of the Borrower, in each case reasonably satisfactory to the Administrative Agent; (d) the $2,066,000,000. The Administrative Agent shall have received a certificate dated as notify the Company and the Lenders of the Amendment Effective Date of the Secretary or Assistant Secretary of the Borrower certifying (i) the resolutions of the Board of Directors of the Borrower approving and authorizing the execution, delivery and performance by the Borrower of this Amendment and (ii) that all material authorizations, approvals and consents required to be obtained by the Borrower prior to the Amendment Effective Date in connection with its executionwriting, delivery and performance of this Amendment have been obtained such notice shall be conclusive and are in full force and effect; and (e) the conditions precedent set forth in Section 5.3 of the Credit Agreement shall have been satisfiedbinding.

Conditions to Effectiveness. This Amendment shall become effective as of on the date first written above (the “Amendment No. 6 Effective Date”) when, and only when, on which each of the following conditions is satisfied (or waived in accordance with Section 10.1 of the Credit Agreement):satisfied: (a) the Administrative Agent shall have received counterparts of this Amendment duly executed and delivered by the Borrower, the Administrative Agent, each Issuing Bank and each Bank; (b) the Administrative Agent shall have received (i) all fees required to be paid by the Borrower pursuant to fee letters executed and delivered by the Borrower in connection with the Amended Credit Agreement and (ii) all reasonable out-of-pocket expenses required to be paid by the Borrower to the Administrative Agent pursuant to Section 10.5 of the Credit Agreement for which reasonably detailed invoices have been presented to the Borrower on or before the date that is one Business Day prior to the date hereof; (c) the Administrative Agent shall have received an executed legal opinion, dated as of the Amendment Effective Date, of (i) ▇▇▇▇▇ ▇▇▇▇▇ L.L.P., special counsel to the Borrower, and (ii) the general counsel or an associate general counsel and assistant corporate secretary (or its equivalent) of the Borrower, in each case reasonably satisfactory to the Administrative Agent; (d) A. the Administrative Agent shall have received a certificate dated as counterpart signature page of the Amendment Effective Date of the Secretary or Assistant Secretary of the Borrower certifying this Agreement, executed and delivered by (i) the resolutions of Borrower, (ii) each other Loan Party, (iii) the Board of Directors Administrative Agent and (iv) the Amendment No. 6 Incremental Term Lender; B. the Administrative Agent (or its counsel) shall have received a legal opinion from ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ LLP, New York counsel to the Loan Parties; C. the Administrative Agent (or its counsel) shall have received a solvency certificate from the chief financial officer, chief accounting officer or other officer with equivalent duties of the Borrower approving (after giving effect to the Amendment No. 6 Incremental Term Loans) substantially in the form attached as Exhibit E-2 to the Credit Agreement; D. the Administrative Agent (or its counsel) shall have received such certificates of good standing (or certificates of compliance) (in each case to the extent such concept exists) from the applicable secretary of state (or other Governmental Authority) of the jurisdiction of incorporation or organization of each Loan Party, certificates of resolutions or other action (including board resolutions), incumbency certificates, certificates of incorporation and/or other certificates of a Responsible Officer of each Loan Party as the Administrative Agent may reasonably require evidencing the identity, authority and authorizing the execution, delivery and performance by capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Amendment; E. the Borrower of this shall have paid all fees and expenses due to the Amendment No. 6 Lead Arrangers and the Amendment No. 6 Co-Manager and their respective Affiliates (iiincluding, if applicable, as an Amendment No. 6 Incremental Term Lender or New Term Lender) that all material authorizations, approvals and consents required to be obtained paid on the Amendment No. 6 Effective Date, and (in the case of expenses) invoiced at least three Business Days before the Amendment No. 6 Effective Date (except as otherwise reasonably agreed by the Borrower); F. the Borrower prior shall have delivered to the Administrative Agent, the New Term Lenders and the Amendment No. 6 Incremental Term Lender a certificate of a Responsible Officer, dated the date of borrowing, in form and substance reasonably satisfactory to the Administrative Agent, certifying as of Amendment No. 6 Effective Date to the representations and warranties set forth in connection with its execution, delivery clauses B and performance C of this Amendment have been obtained and are in full force and effectArticle III above; and (e) G. the conditions precedent set forth in Borrower shall have delivered to the Administrative Agent such notice of borrowing as required by Section 5.3 2.02 of the Credit Agreement shall have been satisfiedAgreement.

Conditions to Effectiveness. This Amendment shall become effective on and as of the date first written above (the “Amendment Effective Date”) when, and only when, on which each of the following conditions is satisfied (or waived in accordance with Section 10.1 of the Credit Agreement“Amendment Effective Date”): (a) Each of the representations and warranties made by any Loan Party in Section 4 of this Amendment shall e true and correct in all respects. (b) The Administrative Agent shall have received counterparts this Amendment, duly executed and delivered by a duly authorized Responsible Officer of this Amendment each of Holdings, the Borrower and each Grantor party hereto; (c) The Administrative Agent shall have received a Lender Consent Letter, substantially in the form of Exhibit A (the “Lender Consent Letter”), duly executed and delivered by the BorrowerRequired Lenders; (d) Each of the Loan Parties shall have executed and delivered, or shall have caused to be executed and delivered, all documents or other items reasonably required by the Administrative Agent to perfect its interest in the Specified IP Rights (as defined in the Guarantee and Collateral Agreement), including but not limited to a UCC-1 financing statement with respect to such Collateral, and each of the relevant Loan Parties has agreed to deliver the executed short-form security agreements referred to in Section 5.7(f) of the Guarantee and Security Agreement (as amended hereby) within 30 days of the Amendment Effective Date; (e) Each of the Loan Parties shall have executed and delivered, or shall have caused to be executed and delivered, such other items as the Administrative Agent may reasonably request and reasonably deem necessary or advisable to effect the amendments hereby and the agreements set forth in the Transaction Agreements, each of which shall be in form and substance reasonably satisfactory to the Administrative Agent, each Issuing Bank and each Bank;; and (bf) the The Administrative Agent shall have received (i) all fees required to be paid by the Borrower pursuant to fee letters executed Borrower, including reasonable fees, disbursements and delivered by the Borrower in connection with the Amended Credit Agreement and (ii) all reasonable out-of-pocket expenses required to be paid by the Borrower other charges of counsel to the Administrative Agent pursuant to and the Lenders as set forth in Section 10.5 of the Credit Agreement for which reasonably detailed invoices have been presented to the Borrower 6 below, on or before the date that is one Business Day prior to the date hereof; (c) the Administrative Agent shall have received an executed legal opinion, dated as of the Amendment Effective Date, of (i) ▇▇▇▇▇ ▇▇▇▇▇ L.L.P., special counsel to the Borrower, and (ii) the general counsel or an associate general counsel and assistant corporate secretary (or its equivalent) of the Borrower, in each case reasonably satisfactory to the Administrative Agent; (d) the Administrative Agent shall have received a certificate dated as of the Amendment Effective Date of the Secretary or Assistant Secretary of the Borrower certifying (i) the resolutions of the Board of Directors of the Borrower approving and authorizing the execution, delivery and performance by the Borrower of this Amendment and (ii) that all material authorizations, approvals and consents required to be obtained by the Borrower prior to the Amendment Effective Date in connection with its execution, delivery and performance of this Amendment have been obtained and are in full force and effect; and (e) the conditions precedent set forth in Section 5.3 of the Credit Agreement shall have been satisfied.

Conditions to Effectiveness. This Amendment shall become effective as of on the date first written above (the “Amendment No. 2 Effective Date”) when, and only when, each of on which the following conditions is precedent are satisfied (or waived in accordance with Section 10.1 of by the Credit AgreementAdministrative Agent): (a) the The Administrative Agent shall have received counterparts from (i) the 2020 Revolving Credit Lenders, (ii) the Administrative Agent and (iii) each Loan Party, a counterpart of this Amendment duly executed and delivered by the Borrower, the Administrative Agent, each Issuing Bank and each Bank;on behalf of such party. (b) the The Administrative Agent shall have received (i) such customary resolutions or other action of each Loan Party 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 (ii) with respect to each Loan Party, such documents and certifications (including, without limitation, incumbency certificates, Organization Documents and, if applicable, good standing certificates) as the Administrative Agent may reasonably require to evidence that each Loan Party is duly organized or formed, and that each Loan Party is validly existing and in good standing and (iii) to the extent applicable in the relevant jurisdiction, bring down good standing certificates of each Loan 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. 2 Effective Date by the 2020 Revolving Credit 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, and the Beneficial Ownership Regulation, in each case at least three (3) Business Days prior to the Amendment No. 2 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 outstanding Existing Revolving Credit Loans and Existing Revolving Credit Commitments all accrued and unpaid interest on such Existing Revolving Credit Loans and any accrued and unpaid commitment fees to, but not including, the Amendment No. 2 Effective Date. (e) All costs, fees, expenses (including without limitation legal fees and expenses), in each case solely to the extent required to be paid by the Borrower pursuant to fee letters executed Section 10.04 of the Amended Credit Agreement, and delivered by other compensation separately agreed in writing to be payable to the Borrower Citigroup Global Markets Inc., as sole lead arranger in connection with the Amended Credit Agreement Amendment, and (ii) all reasonable out-of-pocket expenses required to be paid by the Borrower to the Administrative Agent pursuant shall have been paid to Section 10.5 the extent due (and, in the case of expenses, invoiced in reasonable detail at least two Business Days prior to the Amendment No. 2 Effective Date). (f) After giving effect to this Amendment and the 2020 Revolving Credit Commitment Increase, (A) the representations and warranties of the Borrower and each other Loan Party contained in Article V of the Credit Agreement for which reasonably detailed invoices have been presented Agreement, Article III hereunder and each other Loan 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. 2 Effective Date, except to the Borrower on 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 before the warranty is already qualified by materiality) as of such earlier date that is one Business Day prior and (B) no Default shall exist, or would result immediately after giving effect to the date hereof;provisions of this Amendment. A Responsible Officer of the Borrower shall have delivered a certificate certifying as to the matters set forth in sub-clauses (A) and (B) of this clause (f). (cg) the The Administrative Agent shall have received an executed legal opinion, dated as opinion of the Amendment Effective Date, of (i) ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ L.L.P.LLP, special New York counsel to the Borrower, and (ii) the general counsel or an associate general counsel and assistant corporate secretary (or its equivalent) of the BorrowerLoan Parties, in each case form and substance reasonably satisfactory to the Administrative Agent;. (dh) the The Administrative Agent shall have received a solvency certificate dated as signed by the chief financial officer or similar officer, director or authorized signatory of Holdings substantially in the form of Exhibit H of the Amendment Effective Date of the Secretary or Assistant Secretary Credit Agreement. (i) A Responsible Officer of the Borrower shall have delivered a certificate certifying (i) that this Amendment, the resolutions of 2020 Refinancing Revolving Credit Commitments and the Board of Directors of the Borrower approving and authorizing the execution, delivery and performance by the Borrower of this Amendment and (ii) that all material authorizations, approvals and consents required to be obtained by the Borrower prior to the Amendment Effective Date in connection 2020 Incremental Revolving Credit Increase comply with its execution, delivery and performance of this Amendment have been obtained and are in full force and effect; and (e) the conditions precedent set forth in Section 5.3 2.18 or Section 2.14 of the Credit Agreement shall have been satisfiedAgreement, as applicable.

Conditions to Effectiveness. This Amendment shall not become effective as of the date first written above (the “Amendment Effective Date”) when, and only when, until Lender has received each of the following conditions is satisfied (or waived in accordance with Section 10.1 of the Credit Agreement):following: (a) the Administrative Agent shall have received duly executed and delivered counterparts of this Amendment duly executed by Lender and delivered by the Borrower, the Administrative Agent, each Issuing Bank and each BankBorrowers; (b) evidence that the Administrative Agent shall execution, delivery, and performance of this Amendment, the ECF Loan, the Indenture Amendment, and Mortgage Amendments have received (i) been duly authorized by all fees required to be paid by necessary corporate action on the Borrower pursuant to fee letters executed and delivered by the Borrower part of Borrowers, including certified copies of resolutions adopted in connection with the Amended Credit Agreement and (ii) all reasonable out-of-pocket expenses required to be paid by the Borrower to the Administrative Agent pursuant to Section 10.5 of the Credit Agreement for which reasonably detailed invoices have been presented to the Borrower on or before the date that is one Business Day prior to the date hereoftherewith; (c) the Administrative Agent shall have received an executed legal opinion, dated as copies of the Amendment Effective Dateexecuted consents, of (i) ▇▇▇▇▇ ▇▇▇▇▇ L.L.P.if any, special counsel required by the Indenture, any Eligible Credit Facility, or any other agreement to the Borrower, and (ii) the general counsel or an associate general counsel and assistant corporate secretary (or its equivalent) of the Borrower, in each case reasonably satisfactory to the Administrative Agentwhich any Borrower is a party; (d) the Administrative Agent shall have received a certificate dated as copies of the Amendment Effective Date of the Secretary or Assistant Secretary of the Borrower certifying (i) the resolutions of the Board of Directors of the Borrower approving all executed documents entered into and authorizing the execution, delivery and performance by the Borrower of this Amendment and (ii) that all material authorizations, approvals and consents required to be obtained by the Borrower prior to the Amendment Effective Date delivered in connection with the ECF Loan; (e) copies of the executed Indenture Amendment and Mortgage Amendments; (f) a copy, including acknowledgment, of executed Exhibit A to the Intercreditor Agreement pursuant to which the ECF Party under the ECF Loan appoints the Collateral Agent under the Intercreditor Agreement to act on its executionbehalf; (g) a copy of the certificate referred to in the definition of Eligible Credit Facility under the Intercreditor Agreement, delivery and performance of this Amendment have been obtained and are in full force and effectwhich certificate shall be from ARG to the Collateral Agent under the Intercreditor Agreement; and (eh) the conditions precedent set forth in Section 5.3 of the Credit Agreement Borrowers shall have been satisfiedpaid Lender a waiver and consent fee in the aggregate amount of $50,000, which fee shall be nonrefundable and shall be deemed fully earned on the date paid.