Common use of Effectiveness of Amendment Clause in Contracts

Effectiveness of Amendment. This Third Amendment shall become effective on the date (the “Effective Date”) on which Lender shall have received: (a) this Third Amendment duly executed by all parties hereto; (b) the consents substantially in the form attached hereto (the “Consents”) duly executed by the Guarantors and subordinated creditors (the names of which are set forth on the Consents), as applicable; (c) an amendment to the Mortgage, Deed of Trust and Security Agreement dated as of July 26, 2007 (as amended, supplemented or otherwise modified from time to time) duly executed and delivered by Merger Sub, in form and substance acceptable to Lender in its sole discretion; (d) payment from the Borrower of a non-refundable, fully-earned closing fee in cash in an amount equal to $88,721.13 (which amount includes all accrued and unpaid interest on the Loan through the date hereof); (e) repayment of principal of the Loan in an amount of not less than $1,000,000 in cash or irrevocable written instruction from the Borrower in form and substance satisfactory to Lender to apply not less than $1,000,000 of cash collateral held by Lender as repayment of principal of the Loan; (f) the consolidated and consolidating balance sheets and statements of income and cash flows of Merger Sub and its Subsidiaries as at the end of and for the month ended October 31, 2008, in reasonable detail and certified by the chief financial officer (or other officer acceptable to Lender in its sole discretion) of Merger Sub to the effect that such information is true and complete and fairly presents the results of operations and financial condition of Merger Sub and its Subsidiaries as at and for the month ended October 31, 2008; (g) a calculation of Net Worth of POC as of September 30, 2008 with supporting written detail in form and substance acceptable to Lender in its sole discretion, showing Net Worth of POC as of such date (on a consolidated basis) of not less than $3,300,000, certified as true and correct by the chief financial officer of the Borrower; (h) an agreement of subordination and assignment, duly executed and delivered by Rio Vista Operating LLC, in form and substance satisfactory to Lender in its sole discretion; and (i) such partnership or other authorization documents of the Borrower, the Guarantors and subordinated creditors, as required by Lender, and opinions of counsel as Lender shall request.

Effectiveness of Amendment. This Third Amendment shall become effective on upon satisfaction of the date following conditions precedent (such date, the “Second Amendment Effective Date”) on which Lender shall have received:): (a) the Lenders shall have consented to extend at least 75% of the existing Term Loans; provided that the Borrower shall have the right to waive this Third Amendment duly executed by all parties hereto; (b) the consents substantially in the form attached hereto (the “Consents”) duly executed by the Guarantors and subordinated creditors (the names of which are set forth on the Consents), as applicable; (c) an amendment to the Mortgage, Deed of Trust and Security Agreement dated as of July 26, 2007 (as amended, supplemented or otherwise modified from time to time) duly executed and delivered by Merger Sub, in form and substance acceptable to Lender condition in its sole discretion; (db) payment from the Borrower of a non-refundableshall have received, fully-earned closing fee in cash in an amount equal to $88,721.13 (which amount includes all accrued and unpaid interest on or substantially concurrently with the Loan through the date hereof); (e) repayment of principal satisfaction of the Loan other conditions precedent set forth in an amount this Section, shall receive gross cash proceeds of not less than $1,000,000 in cash 250,000,000 from a public or irrevocable written instruction from private capital markets transaction not otherwise prohibited by the Borrower in form and substance satisfactory to Lender to apply not less than $1,000,000 of cash collateral held by Lender as repayment of principal terms of the Loan; Credit Agreement (f) the consolidated and consolidating balance sheets and statements of income and cash flows of Merger Sub and its Subsidiaries as at the end of and for the month ended October 31, 2008, in reasonable detail and certified amended by the chief financial officer (or other officer acceptable to Lender in its sole discretion) of Merger Sub to the effect that such information is true and complete and fairly presents the results of operations and financial condition of Merger Sub and its Subsidiaries as at and for the month ended October 31, 2008; (g) a calculation of Net Worth of POC as of September 30, 2008 with supporting written detail in form and substance acceptable to Lender in its sole discretion, showing Net Worth of POC as of such date (on a consolidated basis) of not less than $3,300,000, certified as true and correct by the chief financial officer of the Borrower; (h) an agreement of subordination and assignment, duly executed and delivered by Rio Vista Operating LLC, in form and substance satisfactory to Lender in its sole discretionthis Amendment); and (c) the Administrative Agent shall have received the following: (i) such partnership or other authorization documents of counterparts to this Amendment duly executed by Holdings, the Borrower, the Guarantors Majority Facility Lenders for each Facility, each Extending Revolving Lender and subordinated creditors, as each Extending Term Loan Lender (ii) an extension fee for the account of each Extending Term Loan Lender that is a party to this Amendment in accordance with Section 8(a) hereof; (iii) an extension fee for the account of each Extending Revolving Lender that is a party to this Amendment in accordance with Section 8(b) hereof; (iv) all other fees required by Lenderto be paid, and opinions all expenses for which invoices have been presented (including the reasonable fees and expenses of legal counsel) required to be paid; (v) executed counterparts from each Loan Party of the Guarantee and Collateral Acknowledgement substantially in the form attached hereto as Exhibit C; (vi) certified resolutions from the board of directors, members or other similar body of each Loan Party authorizing the execution, delivery and performance of the Amendment; and (vii) the legal opinion of ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ LLP, counsel to the Loan Parties and each special and local counsel as Lender may be reasonably requested by the Administrative Agent. Each such legal opinion shall requestcover such customary matters incidental to the Amendment as the Administrative Agent may request and shall be addressed to the Administrative Agent and the Lenders.

Effectiveness of Amendment. This Third Amendment and the amendments contained herein shall become effective on the date (the “Amendment Effective Date”) on which Lender when each of the conditions set forth below shall have receivedbeen fulfilled to the satisfaction of the Administrative Agent: (a) The Administrative Agent shall have received counterparts of this Third Amendment Amendment, duly executed by all parties hereto;and delivered on behalf of the Borrower, the other Loan Parties, the Administrative Agent and the Lenders. (b) No event shall have occurred and be continuing that constitutes an Event of Default, or that would constitute an Event of Default but for the consents substantially in the form attached hereto (the “Consents”) duly executed by the Guarantors and subordinated creditors (the names requirement that notice be given or that a period of which are set forth on the Consents)time elapse, as applicable;or both. (c) an amendment All representations and warranties of the Borrower contained in the Credit Agreement, and all representations and warranties of each other Loan Party in each Loan Document to which it is a party, shall be true and correct in all material respects at the Mortgage, Deed of Trust Amendment Effective Date as if made on and Security Agreement dated as of July 26, 2007 (as amended, supplemented or otherwise modified from time to time) duly executed and delivered by Merger Sub, in form and substance acceptable to Lender in its sole discretion;such Amendment Effective Date. (d) payment from The Borrower shall have delivered to the Administrative Agent (1) certified copies of evidence of all corporate and company actions taken by the Borrower and the other Loan Parties to authorize the execution and delivery of a non-refundablethis Amendment, fully-earned closing fee in cash in an amount equal (2) certified copies of any amendments to $88,721.13 (which amount includes all accrued the articles or certificate of incorporation, bylaws, partnership certificate or operating agreement of the Borrower and unpaid interest on the each other Loan through Party since the date hereof);of the Credit Agreement, (3) a certificate of incumbency for the officers or other authorized agents or partners of the Borrower and each other Loan Party executing this Amendment, and (4) such additional supporting documents as the Administrative Agent or counsel for the Administrative Agent reasonably may request. (e) repayment All documents delivered pursuant to this Amendment must be of principal of the Loan in an amount of not less than $1,000,000 in cash or irrevocable written instruction from the Borrower in form and substance satisfactory to Lender to apply not less than $1,000,000 of cash collateral held by Lender as repayment of principal of the Loan; (f) the consolidated and consolidating balance sheets and statements of income and cash flows of Merger Sub Administrative Agent and its Subsidiaries as at the end of counsel, and for the month ended October 31, 2008, in reasonable detail and certified by the chief financial officer (or other officer acceptable all legal matters incident to Lender in its sole discretion) of Merger Sub this Amendment must be satisfactory to the effect that such information is true and complete and fairly presents the results of operations and financial condition of Merger Sub and its Subsidiaries as at and for the month ended October 31, 2008; (g) a calculation of Net Worth of POC as of September 30, 2008 with supporting written detail in form and substance acceptable to Lender in its sole discretion, showing Net Worth of POC as of such date (on a consolidated basis) of not less than $3,300,000, certified as true and correct by the chief financial officer of the Borrower; (h) an agreement of subordination and assignment, duly executed and delivered by Rio Vista Operating LLC, in form and substance satisfactory to Lender in its sole discretion; and (i) such partnership or other authorization documents of the Borrower, the Guarantors and subordinated creditors, as required by Lender, and opinions of counsel as Lender shall requestAdministrative Agent’s counsel.

Effectiveness of Amendment. This Third Amendment and the amendments contained herein shall become effective on the date (the “First Amendment Effective Date”) on which Lender when each of the conditions set forth below shall have receivedbeen fulfilled to the satisfaction of the Administrative Agent: (a) The Administrative Agent shall have received counterparts of this Third Amendment Amendment, duly executed and delivered on behalf of the Borrower, the other Loan Parties, the Administrative Agent and the Lenders party hereto, the Supplement and Joinder, duly executed and delivered on behalf of the Borrower, the other Loan Parties, the Administrative Agent and the Lenders party thereto, as well as allonges to the Revolving Credit Notes or amended and restated Revolving Credit Notes, in each case, as required by the Supplement and Joinder (all parties hereto;of the foregoing, collectively, the “Modification Documents”). (b) Before and after giving effect to this Amendment, no event shall have occurred and be continuing that constitutes an Event of Default, or that would constitute an Event of Default but for the consents substantially in the form attached hereto (the “Consents”) duly executed by the Guarantors and subordinated creditors (the names requirement that notice be given or that a period of which are set forth on the Consents)time elapse, as applicable;or both. (c) an amendment Before and after giving effect to this Amendment, all representations and warranties of the Borrower contained in the Credit Agreement, and all representations and warranties of each other Loan Party in each Loan Document to which it is a party, shall be true and correct at the First Amendment Effective Date as if made on and as of such First Amendment Effective Date, or, to the Mortgage, Deed of Trust and Security Agreement dated extent such representations or warranties are expressly stated to be made as of July 26a particular date, 2007 (such representations and warranties are true and correct as amended, supplemented or otherwise modified from time to time) duly executed and delivered by Merger Sub, in form and substance acceptable to Lender in its sole discretion;of such date. (d) payment from The Borrower shall have delivered to the Administrative Agent (1) certified copies of evidence of all corporate and company actions taken by the Borrower and the other Loan Parties to authorize the execution and delivery of this Amendment and the other Modification Documents, (2) certified copies of any amendments to the articles or certificate of incorporation, formation or organization, bylaws, partnership certificate or operating agreement of the Borrower and each other Loan Party since the date of the Credit Agreement or, as applicable, the joinder of a non-refundable, fully-earned closing fee in cash in an amount equal Loan Party to $88,721.13 (which amount includes all accrued and unpaid interest on the Loan through Documents, (3) a certificate of incumbency for the date hereof);officers or other authorized agents, members or partners of the Borrower and each other Loan Party executing this Amendment, the other Modification Documents and the other Loan Documents related hereto and (4) such additional supporting documents as the Administrative Agent or counsel for the Administrative Agent reasonably may request. (e) repayment The Administrative Agent (or its counsel) shall have received a favorable written opinion of principal Winston & ▇▇▇▇▇▇ LLP, special counsel to the Loan Parties, and favorable written opinions of local counsel to the Loan Parties, in each case, addressed to the Administrative Agent and each of the Lenders, and covering such matters relating to the Loan Parties, this Amendment, the other Modification Documents and the other documents required hereby and the transactions contemplated herein and therein as the Administrative Agent shall reasonably request. (f) The Administrative Agent (or its counsel) shall have received the results of a search of the Uniform Commercial Code filings (or equivalent filings) made with respect to the Loan Parties in an amount the states (or other jurisdictions) of not less than $1,000,000 formation of such Persons, and in cash which the chief executive office of each such Person is located and in the other jurisdictions reasonably requested by the Administrative Agent, together with copies of the financing statements (or irrevocable written instruction from similar documents) disclosed by such search, and accompanied by evidence satisfactory to the Borrower Administrative Agent that the Liens indicated in any such financing statement (or similar document) would be permitted by Section 7.2 of the Credit Agreement or have been or will be contemporaneously released or terminated. (g) No change shall have occurred which has had or could reasonably be expected to have a Material Adverse Effect. (h) All documents delivered pursuant to this Amendment and the other Modification Documents must be of form and substance satisfactory to Lender to apply not less than $1,000,000 of cash collateral held by Lender as repayment of principal of the Loan; (f) the consolidated and consolidating balance sheets and statements of income and cash flows of Merger Sub Administrative Agent and its Subsidiaries as at counsel, and all legal matters incident to this Amendment and the end of and for the month ended October 31, 2008, in reasonable detail and certified by the chief financial officer (or other officer acceptable to Lender in its sole discretion) of Merger Sub Modification Documents must be satisfactory to the effect that such information is true and complete and fairly presents the results of operations and financial condition of Merger Sub and its Subsidiaries as at and for the month ended October 31, 2008; (g) a calculation of Net Worth of POC as of September 30, 2008 with supporting written detail in form and substance acceptable to Lender in its sole discretion, showing Net Worth of POC as of such date (on a consolidated basis) of not less than $3,300,000, certified as true and correct by the chief financial officer of the Borrower; (h) an agreement of subordination and assignment, duly executed and delivered by Rio Vista Operating LLC, in form and substance satisfactory to Lender in its sole discretion; andAdministrative Agent’s counsel. (i) such partnership or other authorization documents Payment by the Borrower in immediately available funds of the Borrowerfees agreed to in the Fee Letter and the fees and expenses required to be paid by Section 10 of this Amendment. (j) Satisfaction of the conditions precedent to effectiveness of the Supplement and Joinder, in accordance with the Guarantors terms and subordinated creditors, as required by Lender, and opinions of counsel as Lender shall requestconditions set forth therein.

Effectiveness of Amendment. This Third Amendment shall become effective on as of the date (the “First Amendment Effective Date”) on which Lender shall the following conditions precedent have receivedbeen satisfied or waived: (a) The Administrative Agent (or its counsel) shall have received (i) counterparts of this Third Amendment, executed by a Responsible Officer of each of Holdings and the Borrower, (ii) Lender Addenda, executed and delivered by the Required Lenders, the Continuing Lenders and the Additional Tranche C Lenders and (iii) counterparts of this Amendment duly executed and delivered by all parties hereto;the Administrative Agent. (b) All of the consents (i) Existing Canadian Tranche Loans, (ii) Existing U.S. Tranche Loans of Existing U.S. Tranche Lenders that are not Continuing Lenders and (iii) Existing U.S. Tranche Loans of any Continuing Lenders that are not being continued as Tranche C Loans on the First Amendment Effective Date pursuant to this Agreement, and any accrued fees, interest or other amounts in respect thereof, shall be repaid in full substantially simultaneously with the funding of or conversion into the Tranche C Loans hereunder. (c) The Administrative Agent shall have received (i) copies of each Organizational Document of each of Holdings and the Borrower, (to the extent applicable) certified as of a recent date by an appropriate government official, (ii) copies of the resolutions of the Board of Directors or similar governing body of each of Holdings and the Borrower approving and authorizing the execution, delivery and performance of this Amendment and the borrowing of the Tranche C Loans, certified as of the First Amendment Effective Date by its secretary or an assistant secretary as being in full force and effect without modification or amendment and (iii) an incumbency certificate dated as of the First Amendment Effective Date of the officers of each of Holdings and the Borrower executing this Amendment, the Confirmation and Reaffirmation of Security (as defined below) and the Amended and Restated Pledge of Bond Agreement; provided that in lieu of delivering the Organizational Documents described in clause (i) above, Holdings or the Borrower, as applicable, may deliver a certificate of a Responsible Officer thereof certifying that there have been no amendments to those Organizational Documents previously delivered to the Administrative Agent on the Closing Date. (d) The Administrative Agent shall have received a certificate of status (or the equivalent in the applicable jurisdiction) from the applicable Governmental Authority of each of Holdings’ and the Borrower’s jurisdiction of incorporation, dated as of the First Amendment Effective Date or as of a recent date before the First Amendment Effective Date. (e) The Administrative Agent shall have received executed opinions of (i) ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, special New York counsel to Holdings and the Borrower, (ii) Goodmans LLP, Ontario counsel to Holdings and the Borrower and (iii) BCF LLP, Quebec counsel to Holdings and the Borrower, each dated as of the First Amendment Effective Date and addressed to each Agent and each Tranche C Lender, and covering such customary matters as may be reasonably requested by the Administrative Agent. (f) The Administrative Agent shall have received a certificate dated as of the First Amendment Effective Date signed by a Responsible Officer of the Borrower certifying that, as of the First Amendment Effective Date, after giving effect to this Amendment and the transactions contemplated hereby, no Default or Event of Default has occurred and is continuing. (g) The Additional Tranche C Lenders shall have received all documentation and other information reasonably requested by the Administrative Agent at least 5 days prior to the First Amendment Effective Date and required under applicable “know your customer” and anti-money laundering rules and regulations. (h) Each of the representations and warranties set forth in Section 13 of this Amendment shall be true and correct. (i) The Borrower and Holdings shall have executed and delivered to the Administrative Agent a Confirmation and Reaffirmation of Security agreement governed by Ontario law, dated as of the First Amendment Effective Date, substantially in the form of Exhibit A attached hereto (the “ConsentsConfirmation and Reaffirmation of Security”) duly executed by the Guarantors and subordinated creditors (the names of which are set forth on the Consents), as applicable;. (cj) an amendment The Borrower and the Administrative Agent shall have executed and delivered to the MortgageAdministrative Agent the Amended and Rested Pledge of Bond. (k) The Administrative Agent shall have received a solvency certificate, Deed of Trust and Security Agreement dated as of July 26the First Amendment Effective Date, 2007 (as amended, supplemented or otherwise modified from time to time) duly executed and delivered by Merger Sub, in form and substance acceptable to Lender in its sole discretion; (d) payment from the Borrower of a non-refundable, fully-earned closing fee in cash in an amount equal to $88,721.13 (which amount includes all accrued and unpaid interest on the Loan through the date hereof); (e) repayment of principal of the Loan in an amount of not less than $1,000,000 in cash or irrevocable written instruction from the Borrower in form and substance satisfactory to Lender to apply not less than $1,000,000 of cash collateral held by Lender as repayment of principal of the Loan; (f) the consolidated and consolidating balance sheets and statements of income and cash flows of Merger Sub and its Subsidiaries as at the end of and for the month ended October 31, 2008, in reasonable detail and certified by the chief financial officer (or other officer acceptable to Lender in its sole discretion) of Merger Sub to the effect that such information is true and complete and fairly presents the results of operations and financial condition of Merger Sub and its Subsidiaries as at and for the month ended October 31, 2008; (g) a calculation of Net Worth of POC as of September 30, 2008 with supporting written detail in form and substance acceptable to Lender in its sole discretion, showing Net Worth of POC as of such date (on a consolidated basis) of not less than $3,300,000, certified as true and correct signed by the chief financial officer of the Borrower; (h) an agreement of subordination Borrower and assignment, duly executed and delivered by Rio Vista Operating LLC, in form and substance satisfactory to Lender in its sole discretion; andscope substantially the same as such document delivered under the Credit Agreement on the Closing Date. (il) such partnership Any fees required to be paid on or other authorization documents before the First Amendment Effective Date (including the Prepayment Fee) shall have been paid. (m) To the extent invoiced at least one Business Day prior to the First Amendment Effective Date, the Administrative Agent shall have received payment or reimbursement of its reasonable and documented out-of-pocket expenses in connection with this Amendment and the Credit Agreement, including the reasonable and documented fees, charges and disbursements of counsel for the Administrative Agent, in each case, to the extent set forth in Section 10.04(a) of the Borrower, Credit Agreement. (n) The Administrative Agent shall have received a Loan Borrowing Notice with respect to the Guarantors and subordinated creditors, as required by Lender, and opinions of counsel as Lender shall requestTranche C Loans.

Effectiveness of Amendment. This The amendments set forth in Section 2 of this Third Amendment, the consents and waivers set forth in Section 4(a) of this Third Amendment and the provisions regarding releases described in Section 6 of this Third Amendment shall become effective on and as of the date (such date, the “Third Amendment Effective Date”) on which Lender shall have receivedof satisfaction of the following conditions: (a) execution and delivery of this Third Amendment duly executed by all parties heretothe Borrowers, the other Loan Parties, the Administrative Agent, the US Collateral Agent, the European Administrative Agent, the European Collateral Agent, the Canadian Administrative Agent, the Canadian Collateral Agent and the Required Lenders; (b) after giving effect to the amendments, waivers and consents substantially in the form attached hereto (the “Consents”) duly executed by the Guarantors provided herein,no Default or Event of Default shall have occurred and subordinated creditors (the names of which are set forth be continuing on the Consents), as applicableThird Amendment Effective Date; (c) an amendment after giving effect to the Mortgageamendments, Deed waivers and consents provided herein, each of Trust the representations and Security Agreement dated warranties made by any Loan Party in the Loan Documents shall be true and correct in all material respects on and as of July 26, 2007 the Third Amendment Effective Date as if made on and as of such date except (as amended, supplemented or otherwise modified from time x) to time) duly executed the extent such representations and delivered by Merger Subwarranties expressly relate to an earlier date, in form which case they shall be true and substance acceptable correct in all material respects as of such earlier date and (y) to Lender the extent such representations and warranties are qualified by a materiality standard, in its sole discretionwhich case they shall be true and correct in all respects; (d) payment from the Borrower Transactions shall have been consummated in substantially the same manner as provided in the Mexx Purchase Agreements and otherwise described in the Steps Memo, without giving effect to any modifications, amendments, consents or waivers thereto that would be adverse in any material respect to the Lenders without the written consent of a non-refundable, fully-earned closing fee in cash in an amount equal to $88,721.13 (which amount includes all accrued and unpaid interest on the Loan through the date hereof)Administrative Agent; (e) receipt by the Administrative Agent of evidence that arrangements shall have been made for the repayment on the Mexx Closing Date of principal all of the Loan in an amount of not less than $1,000,000 in cash or irrevocable written instruction from Obligations under the Borrower in form Canadian Sublimit and substance satisfactory to Lender to apply not less than $1,000,000 of cash collateral held by Lender as repayment of principal all of the LoanObligations under the European Sublimit and for any other payments required by Section 4 hereof; (f) the consolidated execution and consolidating balance sheets and statements of income and cash flows of Merger Sub and its Subsidiaries as at the end of and for the month ended October 31, 2008, in reasonable detail and certified delivery by the chief financial officer applicable Loan Parties and the European Administrative Agent and/or the European Collateral Agent (or other officer acceptable to Lender in its sole discretionas applicable) of Merger Sub any amendments to the effect that such information is true Collateral Documents governed by Irish Law necessary to retain and complete and fairly presents continue the results perfected security interest granted to the applicable Collateral Agent therein (including, without limitation to conform references therein to the provisions of operations and financial condition of Merger Sub and its Subsidiaries the Credit Agreement, as at and for the month ended October 31, 2008amended hereby); (g) receipt by the Administrative Agent of (1) an Aggregate Borrowing Base Certificate which calculates the Aggregate Borrowing Base and (2) a calculation of Net Worth of POC US Borrowing Base Certificate, Canadian Borrowing Base Certificate and UK Borrowing Base Certificate which calculates each such Borrowing Base, in each case, as of September 30the date as of which the applicable Borrowing Base Certificate most recently delivered prior to the Third Amendment Effective Date pursuant to Section 5.01(g) of the Credit Agreement is calculated, 2008 with supporting written detail in form and substance acceptable after giving pro forma effect to Lender in the Mexx Sale and the other Transactions consummated on or prior to the Third Amendment Effective Date; (h) receipt by the Administrative Agent of a pro forma consolidated balance sheet and related pro forma consolidated statement of income of the Company and its sole discretionSubsidiaries as of and for the four-fiscal quarter period ending on the last day of the most recently completed four-fiscal quarter period for which financial statements have been delivered or are required to have been delivered under the Credit Agreement, showing Net Worth of POC prepared after giving effect to the Mexx Sale and the other Transactions consummated on or prior to the Third Amendment Effective Date as if the Mexx Sale and such other Transactions had occurred as of such date (on a consolidated basisin the case of such balance sheet) or at the beginning of not less than $3,300,000such period (in the case of such statement of income); (i) receipt by the US Collateral Agent of Exhibits A through I of the US Security Agreement, certified updated so as to be true and correct by the chief financial officer in all material respects as of the Borrowerdate so furnished, as required by Section 4.16 of the US Security Agreement; (hj) an agreement execution and delivery of subordination the Guarantee Agreement, dated as of the Third Amendment Effective Date, by 3256890 Nova Scotia Limited in favor of the applicable Guaranteed Parties in substantially the form attached to the Asset Purchase Agreement or as may be otherwise reasonably acceptable to the Administrative Agent (the “CanCo Guarantee”); (k) receipt by the Administrative Agent of all reasonable and assignment, duly executed documented out-of-pocket costs and delivered by Rio Vista Operating LLC, expenses for which invoices have been presented (including the reasonable and documented fees and expenses of one firm of external legal counsel to the applicable Administrative Agent in form and substance satisfactory to Lender in its sole discretioneach relevant jurisdiction); and (il) such partnership or other authorization documents receipt by the Administrative Agent of a notice of termination of the Borrower, the Guarantors and subordinated creditors, as required by Lender, and opinions of counsel as Lender shall requestEuropean Sublimit.

Effectiveness of Amendment. This Third Amendment shall become effective as of the date hereof on the first date (the “Amendment Effective Date”) on which Lender the Administrative Agent shall have received: received (a) this Third Amendment duly executed by all parties hereto; from the Borrowers, an extension fee in the amount of $356,250 in consideration of the extension of the Termination Date of the Loan Agreement effected hereby and a consent fee in the amount of $400,000 in consideration of the other amendments to the Loan Agreement effected hereby, in each case to be shared ratably among the Lenders in accordance with their respective Commitments, which fees shall be fully earned when paid and not subject to refund or rebate whatsoever, (b) the consents substantially payment to the Administrative Agent and Fleet Capital Corporation of the amounts provided for in the form attached hereto (fee letter between the “Consents”) duly executed by the Guarantors Borrowers and subordinated creditors (the names of Administrative Agent and Fleet Capital Corporation, which are set forth on the Consents)fee shall be fully earned when paid and not be subject to refund or rebate whatsoever, as applicable; and (c) an amendment to the Mortgage, Deed of Trust and Security Agreement dated as of July 26, 2007 (as amended, supplemented or otherwise modified from time to time) duly executed and delivered by Merger Sub, in form and substance acceptable to Lender in its sole discretion; (d) payment from the Borrower of a non-refundable, fully-earned closing fee in cash in an amount equal to $88,721.13 (which amount includes all accrued and unpaid interest on the Loan through the date hereof); (e) repayment of principal each of the Loan in an amount of not less than $1,000,000 in cash or irrevocable written instruction from the Borrower in form and substance satisfactory to Lender to apply not less than $1,000,000 of cash collateral held by Lender as repayment of principal of the Loan; (f) the consolidated and consolidating balance sheets and statements of income and cash flows of Merger Sub and its Subsidiaries as at the end of and for the month ended October 31, 2008, in reasonable detail and certified by the chief financial officer (or other officer acceptable to Lender in its sole discretion) of Merger Sub to the effect that such information is true and complete and fairly presents the results of operations and financial condition of Merger Sub and its Subsidiaries as at and for the month ended October 31, 2008; (g) a calculation of Net Worth of POC as of September 30, 2008 with supporting written detail in form and substance acceptable to Lender in its sole discretion, showing Net Worth of POC as of such date (on a consolidated basis) of not less than $3,300,000, certified as true and correct by the chief financial officer of the Borrower; (h) an agreement of subordination and assignment, duly executed and delivered by Rio Vista Operating LLCfollowing, in form and substance satisfactory to Lender the Administrative Agent: (i) eight copies of this Amendment duly executed and delivered by the Borrowers, the Required Lenders and the Administrative Agent; (ii) a certificate of the secretary or other Authorized Officer of each of the Borrowers having attached thereto the organizational documents of such Borrower as in effect on the Amendment Effective Date (or containing the certification of such secretary or Authorized Officer that no amendment or modification of such organizational documents has become effective since the last date on which such organizational documents were delivered to the Administrative Agent pursuant to the Loan Agreement), all corporate action, including shareholders’ approval, if necessary, taken by such Borrower and/or its sole discretionshareholders members to authorize the execution, delivery and performance of this Amendment, and to the further effect that the incumbency certificate last delivered to the Lenders under the Loan Agreement remains in effect, unchanged; (iii) a certificate of an Authorized Officer of Syratech stating that, to the best of his knowledge and based on an examination reasonably believed by him to be sufficient to enable him to make an informed statement after giving effect to this Amendment, (A) all of the representations and warranties made or deemed to be made under the Loan Agreement are true and correct as of the date hereof, and (B) no Default or Event of Default has occurred and is continuing as of the date hereof, and the Administrative Agent shall be satisfied as to the truth and accuracy thereof; (iv) an opinion of counsel to the Borrowers in form and substance satisfactory to the Administrative Agent and its counsel; and (iv) such partnership or other authorization documents of the Borrower, the Guarantors and subordinated creditors, instruments as required by any Lender, and opinions of counsel as Lender shall acting through the Administrative Agent, may reasonably request.

Effectiveness of Amendment. This Third Second Amendment shall become effective on upon satisfaction of the date following conditions precedent (such date, the “Second Amendment Effective Date”) on which Lender shall have received:): (a) receipt by the Administrative Agent of executed signature pages to this Third Second Amendment duly executed by all parties heretofrom (i) the Borrower, the Holding Company and each Guarantor that is party to the Credit Agreement and (ii) the Increased Revolving Lenders and (iii) the Required Lenders; (b) the consents substantially in the form attached hereto (the “Consents”) duly executed receipt by the Guarantors Administrative Agent of (i) such documents, certificates and subordinated creditors other instruments as the Administrative Agent or its counsel may reasonably request relating to the organization, existence and good standing of the Obligors, the authorization of this Second Amendment and the transactions contemplated hereby and any other legal matters relating to the Obligors, this Second Amendment, the other Loan Documents and the transactions contemplated hereby, all in form and substance reasonably satisfactory to the Administrative Agent and (ii) a certificate, signed by the names President, Vice President, a Financial Officer, or Secretary of which are set forth on the Consents)Borrower and by the President, Vice President, a Financial Officer, Secretary, Managing Member or Sole Member of each other Obligor, as applicable;of the Second Amendment Effective Date, which shall (x) confirm compliance with Sections 5.02(c) and 5.03(a) of the Existing Credit Agreement and (y) certify that no Default or Event of Default shall have occurred or be continuing; and (c) an amendment receipt by the Administrative Agent (or its affiliates) (i) for the account of each applicable party, of all fees required to be paid on or before the Second Amendment Effective Date and (ii) of all reasonable fees and expenses, including reasonable fees and expenses of counsel to the MortgageAdministrative Agent, Deed of Trust and Security Agreement dated as of July 26, 2007 (as amended, supplemented required to be paid or otherwise modified from time to time) duly executed and delivered reimbursed by Merger Sub, in form and substance acceptable to Lender in its sole discretion; (d) payment from the Borrower of a non-refundable, fully-earned closing fee in cash in an amount equal to $88,721.13 (which amount includes all accrued and unpaid interest on the Loan through the date hereof); (e) repayment of principal of the Loan in an amount of not less than $1,000,000 in cash or irrevocable written instruction from the Borrower in form connection with the preparation, execution and substance satisfactory to Lender to apply not less than $1,000,000 delivery of cash collateral held by Lender as repayment this Second Amendment (and, in the case of principal of the Loan; (f) the consolidated and consolidating balance sheets and statements of income and cash flows of Merger Sub and its Subsidiaries as at the end of and any such expenses, for the month ended October 31, 2008, which invoices in reasonable detail and certified by the chief financial officer (or other officer acceptable to Lender in its sole discretion) of Merger Sub shall have been presented to the effect that such information is true and complete and fairly presents Borrower prior to the results of operations and financial condition of Merger Sub and its Subsidiaries as at and for the month ended October 31, 2008; (g) a calculation of Net Worth of POC as of September 30, 2008 with supporting written detail in form and substance acceptable to Lender in its sole discretion, showing Net Worth of POC as of such date (on a consolidated basis) of not less than $3,300,000, certified as true and correct by the chief financial officer of the Borrower; (h) an agreement of subordination and assignment, duly executed and delivered by Rio Vista Operating LLC, in form and substance satisfactory to Lender in its sole discretion; and (i) such partnership or other authorization documents of the Borrower, the Guarantors and subordinated creditors, as required by Lender, and opinions of counsel as Lender shall requestSecond Amendment Effective Date).

Effectiveness of Amendment. This Third First Amendment shall become effective on the date (the “"Effective Date”") on which Lender shall have receivedwhich: (a) this Third Amendment each of the Borrower, the Guarantors, the Agent and the Lenders shall have duly executed by all parties heretothis First Amendment; (b) the consents substantially Agent shall have received the results of a recent search by a Person satisfactory to the Administrative Agent, of the Uniform Commercial Code, and all judgment, litigation, and federal and state tax Lien searches in the form attached hereto (the “Consents”) duly executed jurisdictions specified by the Guarantors Agent, and subordinated creditors (the names results of which are set forth on such search shall be reasonably satisfactory to the Consents), as applicableAgent and the Lenders; (c) an amendment the Borrower shall have paid to the MortgageAgent for the account of each Lender a fully earned, Deed of Trust and Security Agreement dated as of July 26, 2007 (as amended, supplemented or otherwise modified from time to time) duly executed and delivered by Merger Subnon-refundable amendment fee in immediately available funds, in form an amount equal to (i) if such Lender delivered to the Agent subsequent to July 23, 2015 and substance acceptable prior to Lender August 10, 2015 its written agreement to provide a Maximum Credit Limit in its sole discretionan amount greater than or equal to $50,000,000, 0.20% of the amount of such Lender's Maximum Credit Limit on the date hereof (immediately after giving effect to this First Amendment) and (ii) if clause (i) above shall not be applicable to such Lender, 0.15% of the amount of such Lender's Maximum Credit Limit on the date hereof (immediately after giving effect to this First Amendment); (d) payment from the Borrower Administrative Agent shall have received for the account of a non-refundable, fully-earned closing fee the Assignors the purchase price to be paid by the Assignees in cash in an amount equal to $88,721.13 (which amount includes all accrued and unpaid interest on connection with the Loan through the date hereof);assignments under Section 2 above; and (e) repayment of principal of the Loan in an amount of not less than $1,000,000 in cash or irrevocable written instruction from the Borrower in form and substance satisfactory to Lender to apply not less than $1,000,000 of cash collateral held by Lender as repayment of principal of the Loan; (f) the consolidated and consolidating balance sheets and statements of income and cash flows of Merger Sub and its Subsidiaries as at the end of and for the month ended October 31, 2008, in reasonable detail and certified by the chief financial officer (or other officer acceptable to Lender in its sole discretion) of Merger Sub shall have delivered to the effect that Agent such information is true and complete and fairly presents the results of operations and financial condition of Merger Sub and its Subsidiaries as at and for the month ended October 31, 2008; (g) a calculation of Net Worth of POC as of September 30, 2008 with supporting written detail in form and substance acceptable to Lender in its sole discretion, showing Net Worth of POC as of such date (on a consolidated basis) of not less than $3,300,000, certified as true and correct by the chief financial officer of the Borrower; (h) an agreement of subordination and assignment, duly executed and delivered by Rio Vista Operating LLC, in form and substance satisfactory to Lender in its sole discretion; and (i) such partnership or other authorization documents of the Borrower, the Guarantors and subordinated creditors, as required by Lender, and opinions of counsel and authorization and organizational documents, in each case as Lender the Agent or the Lenders shall request.

Effectiveness of Amendment. This Third Sixth Amendment shall become effective on the date (the “Effective Date”) on which Lender (a) the Administrative Agent shall have received, all in form and substance satisfactory to the Administrative Agent: (ai) this Third Sixth Amendment duly executed by all parties heretoeach of the Borrower, the Lenders (including, without limitation, the Departing Lenders and the New Lenders) and the Administrative Agent; (bii) the consents substantially in the form attached hereto (the “Consents”) a Note duly executed by the Guarantors and subordinated creditors (Borrower, for each Lender which shall have requested a Note prior to the names of which are set forth on the Consents), as applicabledate hereof; (ciii) an amendment such corporate authorization documents, opinions of counsel and certificates of good standing of the Borrower as the Required Lenders shall require; (iv) payment for the account of the applicable Lenders of all breakfunding costs (in accordance with Section 2.13 of the Credit Agreement) incurred by each Lender in connection with the operation of Section 2 above; (v) a pro forma Borrowing Base Certificate (giving effect to the Mortgagetransactions contemplated under this Sixth Amendment), Deed prepared as of Trust a date not more than eight (8) Business Days prior to the Effective Date; (vi) UCC lien searches for the Borrower from the State of Delaware, disclosing no Liens other than those in favor of the Administrative Agent, and Security Permitted Encumbrances, and other searches as requested by the Lenders; (vii) evidence that there shall not have occurred a Material Adverse Effect since December 31, 2020; (viii) written evidence of the termination of (i) each metals lease between the Borrower and Natixis, (ii) any liens securing such metals leases, (iii) each UCC financing statement filed by Natixis in respect thereof naming the Borrower as the debtor thereunder and (iv) the Intercreditor Agreement dated as of July 26August 15, 2007 2018 (as amended, supplemented or otherwise modified from time to time) duly executed between the Administrative Agent and delivered by Merger Sub, in form and substance acceptable to Lender in its sole discretion; (d) payment from the Borrower of a non-refundable, fully-earned closing fee in cash in an amount equal to $88,721.13 (which amount includes all accrued and unpaid interest on the Loan through the date hereof); (e) repayment of principal of the Loan in an amount of not less than $1,000,000 in cash or irrevocable written instruction from the Borrower in form and substance satisfactory to Lender to apply not less than $1,000,000 of cash collateral held by Lender as repayment of principal of the Loan; (f) the consolidated and consolidating balance sheets and statements of income and cash flows of Merger Sub and its Subsidiaries as at the end of and for the month ended October 31, 2008, in reasonable detail and certified by the chief financial officer (or other officer acceptable to Lender in its sole discretion) of Merger Sub to the effect that such information is true and complete and fairly presents the results of operations and financial condition of Merger Sub and its Subsidiaries as at and for the month ended October 31, 2008; (g) a calculation of Net Worth of POC as of September 30, 2008 with supporting written detail in form and substance acceptable to Lender in its sole discretion, showing Net Worth of POC as of such date (on a consolidated basis) of not less than $3,300,000, certified as true and correct by the chief financial officer of the Borrower; (h) an agreement of subordination and assignment, duly executed and delivered by Rio Vista Operating LLC, in form and substance satisfactory to Lender in its sole discretionNatixis; and (iix) such partnership or documentation as the Administrative Agent shall require (as recommended by local counsel to the Administrative Agent in each relevant jurisdiction) in respect of Collateral located in Mexico,1 Switzerland and Germany and other authorization documents of the Borrower, the Guarantors and subordinated creditorsjurisdictions, as required by Lender, and opinions of counsel as Lender shall request.applicable; and

Effectiveness of Amendment. This Third Amendment Section 1 shall become effective on November 15, 2002 and Section 2 shall become effective as of the date hereof on the first date (the “Amendment Effective Date”) on which Lender the Administrative Agent shall have received: received (a) this Third Amendment duly executed by all parties hereto; from the Borrowers, a fee in the amount of $118,750 in consideration of the waiver effected hereby, to be shared ratably among the Lenders in accordance with their respective Commitments as reflected on Annex A to the Loan Agreement, which fee shall be fully earned when paid and not be subject to refund or rebate whatsoever, and (b) the consents substantially in the form attached hereto (the “Consents”) duly executed by the Guarantors and subordinated creditors (the names of which are set forth on the Consents), as applicable; (c) an amendment to the Mortgage, Deed of Trust and Security Agreement dated as of July 26, 2007 (as amended, supplemented or otherwise modified from time to time) duly executed and delivered by Merger Sub, in form and substance acceptable to Lender in its sole discretion; (d) payment from the Borrower of a non-refundable, fully-earned closing fee in cash in an amount equal to $88,721.13 (which amount includes all accrued and unpaid interest on the Loan through the date hereof); (e) repayment of principal each of the Loan in an amount of not less than $1,000,000 in cash or irrevocable written instruction from the Borrower in form and substance satisfactory to Lender to apply not less than $1,000,000 of cash collateral held by Lender as repayment of principal of the Loan; (f) the consolidated and consolidating balance sheets and statements of income and cash flows of Merger Sub and its Subsidiaries as at the end of and for the month ended October 31, 2008, in reasonable detail and certified by the chief financial officer (or other officer acceptable to Lender in its sole discretion) of Merger Sub to the effect that such information is true and complete and fairly presents the results of operations and financial condition of Merger Sub and its Subsidiaries as at and for the month ended October 31, 2008; (g) a calculation of Net Worth of POC as of September 30, 2008 with supporting written detail in form and substance acceptable to Lender in its sole discretion, showing Net Worth of POC as of such date (on a consolidated basis) of not less than $3,300,000, certified as true and correct by the chief financial officer of the Borrower; (h) an agreement of subordination and assignment, duly executed and delivered by Rio Vista Operating LLCfollowing, in form and substance satisfactory to Lender the Administrative Agent: (i) eight copies of this Amendment duly executed and delivered by the Borrowers, the Required Lenders and the Administrative Agent; (ii) a certificate of the secretary or other Authorized Officer of each of the Borrowers having attached thereto the organizational documents of such Borrower as in effect on the Amendment Effective Date (or containing the certification of such secretary or Authorized Officer that no amendment or modification of such organizational documents has become effective since the last date on which such organizational documents were delivered to the Administrative Agent pursuant to the Loan Agreement), all corporate action, including shareholders’ approval, if necessary, taken by such Borrower and/or its sole discretionshareholders members to authorize the execution, delivery and performance of this Amendment, and to the further effect that the incumbency certificate last delivered to the Lenders under the Loan Agreement remains in effect, unchanged; (iii) a certificate of an Authorized Officer of Syratech stating that, to the best of his knowledge and based on an examination reasonably believed by him to be sufficient to enable him to make an informed statement after giving effect to this Amendment, (A) all of the representations and warranties made or deemed to be made under the Loan Agreement are true and correct as of the date hereof, and (B) no Default or Event of Default has occurred and is continuing as of the date hereof, and the Administrative Agent shall be satisfied as to the truth and accuracy thereof; and (iiv) such partnership or other authorization documents of the Borrower, the Guarantors and subordinated creditors, instruments as required by any Lender, and opinions of counsel as Lender shall acting through the Administrative Agent, may reasonably request.

Effectiveness of Amendment. This Third Amendment shall become effective on upon the date (the “Effective Execution Date”) on which Lender the Successor Agent shall have received:received counterparts to this Amendment duly executed by Holdings, the Borrower, the Existing Agent, the Successor Agent, the Required Lenders, each New Tranche B Term Lender, each New Revolving Lender and each Extending Term Lender; provided, that Sections 2, 3, 4, 5, 6 and 7 of this Amendment shall not become operative and shall have no effect whatsoever until satisfaction of the conditions precedent set forth in clauses (a) through (l) below (such date, the “Second Amendment Effective Date”); provided further, that if such conditions precedent are not satisfied on or prior to April 10, 2012, this Amendment shall terminate and no longer be in effect. Each Lender that submits an executed counterpart hereto on the Execution Date acknowledges and agrees that in the absence of a change to the terms and conditions of this Amendment made after the Execution Date such submission is irrevocable. (a) this Third Amendment duly executed by all parties heretothe Lenders shall have consented to extend at least 50% of the Existing Term Loans; (b) the consents Successor Agent shall have received the following: (i) an upfront fee for the account of each New Tranche B Term Lender that is a party to this Amendment in accordance with Section 7(a) hereof; (ii) an upfront fee for the account of each New Revolving Lender that is a party to this Amendment in accordance with Section 7(b) hereof; (iii) an extension fee for the account of each Extending Term Lender that is a party to this Amendment in accordance with Section 7(c) hereof; (iv) an amendment fee for the account of each Existing Term Lender that is a party to this Amendment in accordance with Section 7(d) hereof; (v) all other fees required to be paid, and all expenses for which invoices have been presented at least one Business Day prior to the Second Amendment Effective Date (including the reasonable fees and expenses of legal counsel) required to be paid; (vi) executed counterparts from each Loan Party of the Guarantee and Collateral Acknowledgement substantially in the form attached hereto (the “Consents”) duly executed by the Guarantors and subordinated creditors (the names of which are set forth on the Consents), as applicableExhibit D; (cvii) an amendment such documents and certificates as the Successor Agent or its counsel may reasonably request relating to the Mortgageorganization, Deed existence and good standing of Trust each Loan Party, the authorization of the 2012 Transactions and Security Agreement any other legal matters relating to the Loan Parties, the Loan Documents or the 2012 Transactions (including, without limitation, certified resolutions from the board of directors, members or other similar body of each Loan Party authorizing the execution, delivery and performance of the Amendment), all in form and substance reasonably satisfactory to the Successor Agent; (viii) the legal opinion, dated the Second Amendment Effective Date, of (i) Ropes & ▇▇▇▇ LLP, counsel to the Loan Parties, (ii) the General Counsel of the Borrower and (iii) each special and local counsel as may be reasonably requested by the Successor Agent. Each such legal opinion shall cover such customary matters incidental to the Amendment as the Successor Agent may request and shall be addressed to the Successor Agent and the Lenders; (ix) a certificate, dated the Second Amendment Effective Date and signed by the president or a vice president of July 26, 2007 (as amended, supplemented the Borrower or otherwise modified from time to time) duly executed and delivered by Merger Suba Financial Officer, in form and substance acceptable reasonably satisfactory to Lender in its sole discretion;the Successor Agent, together with such other evidence reasonably requested by the Lenders, confirming the solvency of the Loan Parties on a consolidated basis after giving effect to the 2012 Transactions. (c) At the time of and immediately after giving effect to this Amendment, no Default or Event of Default shall have occurred and be continuing. (d) payment from Each of the Borrower representations and warranties of a non-refundable, fully-earned closing fee each Loan Party set forth in cash in an amount equal to $88,721.13 (which amount includes all accrued and unpaid interest on the Loan through Documents shall be true and correct in all material respects (except to the extent any such representation or warranty is qualified by “materially”, “Material Adverse Effect” or a similar term, in which case such representation and warranty shall be true and correct in all respects) on and as of the Second Amendment Effective Date, except to the extent such representations and warranties expressly relate to an earlier date hereof(in which case such representations and warranties shall be true and correct in all material respects (except to the extent any such representation or warranty is qualified by “materially”, “Material Adverse Effect” or a similar term, in which case such representation and warranty shall be true and correct in all respects) as of such earlier date);. (e) repayment The Borrower shall have delivered its most recent projections through the 2020 fiscal year. (f) The 2012 Transactions shall have been consummated or shall be consummated simultaneously with the Second Amendment Effective Date in accordance with applicable law and all related documentation (in each case without giving effect to any amendments, modifications or waivers to or of principal of such documents that are materially adverse to the Loan in an amount of Lenders not less than $1,000,000 in cash or irrevocable written instruction approved by the Amendment Arrangers). (g) The Existing Agent shall have received from the Borrower in form immediately available funds payment of all costs, expenses, accrued and substance satisfactory unpaid fees and other amounts payable to it as the Existing Agent and as a Lender pursuant to apply not less than $1,000,000 the Loan Documents (including fees and expenses of cash collateral held by Lender as repayment of principal of counsel) in each case to the Loan; (f) the consolidated and consolidating balance sheets and statements of income and cash flows of Merger Sub and its Subsidiaries as at the end of and for the month ended October 31, 2008extent set forth on Schedule 1 hereto, in reasonable detail and certified by the chief financial officer (or other officer acceptable to Lender in its sole discretion) of Merger Sub each case to the effect that such information is true and complete and fairly presents the results of operations and financial condition of Merger Sub and its Subsidiaries as at and for the month ended October 31, 2008; (g) a calculation of Net Worth of POC as of September 30, 2008 with supporting written detail in form and substance acceptable to Lender in its sole discretion, showing Net Worth of POC as of such date (account specified on a consolidated basis) of not less than $3,300,000, certified as true and correct by the chief financial officer of the Borrower;Schedule 1 hereto. (h) an agreement of subordination The Successor Agent and assignment, duly the Borrower shall have executed and delivered a fee letter in relation to the annual agency fee paid to the Administrative Agent by Rio Vista Operating LLC, the Borrower. (i) The Successor Agent shall have confirmed in form and substance satisfactory to Lender writing that it has received the items set forth on Schedule 2 hereto; (j) The Successor Agent shall have confirmed in its sole discretionwriting that the Existing Agent has completed each of the tasks listed on Schedule 4 hereto; (k) The Successor Agent shall have confirmed in writing that it has received the items set forth on Schedule 5 hereto; and (il) such partnership On or other authorization documents of the Borrowerprior to April 10, the Guarantors Escrow Release Date (as defined in the Escrow Agreement) and subordinated creditorsthe Escrow Merger (as defined in the Escrow Agreement) shall have occurred; provided, as required by Lenderhowever, and opinions of counsel as Lender that this section shall requestapply only if the Senior Notes are issued prior to the Second Amendment Effective Date.

Effectiveness of Amendment. This Third Sections 1 and 2 of this Amendment shall become effective as of April 1, 1999 on the first date (the “"Amendment Effective Date”") on which Lender shall have received: (a) this Third Amendment duly executed by all parties hereto; (b) the consents substantially in the form attached hereto (the “Consents”) duly executed by the Guarantors and subordinated creditors (the names of which are set forth on the Consents), as applicable; (c) an amendment to the Mortgage, Deed of Trust and Security Agreement dated as of July 26, 2007 (as amended, supplemented or otherwise modified from time to time) duly executed and delivered by Merger Sub, in form and substance acceptable to Lender in its sole discretion; (d) payment from the Borrower of a non-refundable, fully-earned closing fee in cash in an amount equal to $88,721.13 (which amount includes all accrued and unpaid interest on the Loan through the date hereof); (e) repayment of principal Agent has received each of the Loan in an amount of not less than $1,000,000 in cash or irrevocable written instruction from the Borrower following, each in form and substance satisfactory to Lender to apply not less than $1,000,000 of cash collateral held by Lender as repayment of principal of the Loan;Agent and the Lenders (and in sufficient copies for each Lender): (fi) the consolidated and consolidating balance sheets and statements of income and cash flows of Merger Sub and its Subsidiaries as at the end of and for the month ended October 31, 2008, in reasonable detail and certified by the chief financial officer (or other officer acceptable to Lender in its sole discretion) of Merger Sub to the effect that such information is true and complete and fairly presents the results of operations and financial condition of Merger Sub and its Subsidiaries as at and for the month ended October 31, 2008; (g) a calculation of Net Worth of POC as of September 30, 2008 with supporting written detail in form and substance acceptable to Lender in its sole discretion, showing Net Worth of POC as of such date (on a consolidated basis) of not less than $3,300,000, certified as true and correct by the chief financial officer of the Borrower; (h) an agreement of subordination and assignment, this Amendment duly executed and delivered by Rio Vista Operating LLC, in form the Borrower and substance satisfactory to Lender in its sole discretion; andeach Lender; (iii) such partnership or other authorization documents a Consent and Confirmation of Guarantor in the form attached hereto as Annex 2 duly executed and delivered by the Subsidiary Guarantor; (iii) a certificate of the Secretary of the Borrower as to the certificate of incorporation and bylaws of the Borrower, corporate resolutions authorizing the Guarantors transactions contemplated by this Amendment and subordinated creditorsthe incumbency of officers of the Borrower, all as in effect on the Amendment Effective Date; (iv) an amendment to the Pledge Agreement the effect of which is to add as Pledged Collateral thereunder, its interest in SIND LLC (as defined in the Loan Agreement, as required amended by Lenderthis Amendment); (v) a joinder agreement with respect to the Subsidiary Guaranty substantially in the form of Annex 3 hereto duly executed and delivered by SIND LLC; (vi) a Security Agreement substantially in the form of Annex 4 hereto duly executed and delivered by SIND LLC, together with such Uniform Commercial Code financing statements, short-form patent and opinions of counsel trademark security agreements in form for recording in the Patent and Trademark Office and other similar documents as Lender shall request.the Agent may request in order to perfect the Security Interest in the "Collateral" as defined in said Security Agreement;

Effectiveness of Amendment. This Third (a) Sections 2, 3, 4 and 5 of this Amendment shall become effective on effective, as of the date first above written, upon satisfaction or waiver by the applicable parties of each of the following conditions (the “Effective Date”): (i) on which Lender This Amendment shall have received:been executed and delivered by the Issuer, the Indenture Trustee, Series 2013-1 Noteholders and Deal Agents; (aii) The parties hereto (other than the Issuer) shall have received an Officer’s Certificate of the Issuer with respect to the satisfaction of the conditions precedent set forth in this Third Section 7(a); (iii) The Issuer shall have delivered to the Indenture Trustee an Officer’s Certificate that all of the conditions specified in Section 705(d)(i) and (ii) of the Supplement have been satisfied; (iv) The Issuer shall have given the Indenture Trustee an Opinion of Counsel stating that the execution of this Amendment duly is authorized or permitted pursuant to the terms of the Supplement; (v) Issuer shall have executed by all parties hereto;and delivered to certain of the Series 2013-1 Noteholders fee letters dated as of the date hereof and shall have paid the fees set forth therein to such Series 2013-1 Noteholders; and (vi) All amounts on deposit in the Series 2013-1 Restricted Cash Account immediately prior to the Effective Date that are in excess of the Series 2013-1 Restricted Cash Amount (as amended hereby) shall have been deposited into the Trust Account. (b) Upon the consents substantially in the form attached hereto (the “Consents”) duly executed execution and delivery of this Amendment by the Guarantors parties hereto, this Amendment shall be binding upon and subordinated creditors (inure to the names benefit of which are set forth on the Consents), as applicable;parties hereto and their respective successors and assigns. (c) an amendment Upon the effectiveness of (i) Section 2 of this Amendment, (x) this Amendment shall become a part of the Indenture and (y) each reference in the Indenture to “this Indenture”, or “hereof”, “hereunder” or words of like import, and each reference in any other document to the MortgageIndenture, Deed shall mean and be a reference to the Indenture, as amended or modified hereby, (ii) Section 3 of Trust this Amendment, (x) this Amendment shall become a part of the Supplement and Security (y) each reference in the Supplement to “this Supplement”, or “hereof”, “hereunder” or words of like import, and each reference in any other document to the Supplement, shall mean and be a reference to the Supplement, as amended or modified hereby, (iii) Section 4 of this Amendment, (x) this Amendment shall become a part of the Note Purchase Agreement dated and (y) each reference in the Note Purchase Agreement to “this Agreement”, or “hereof”, “hereunder” or words of like import, and each reference in any other document to the Note Purchase Agreement, shall mean and be a reference to the Note Purchase Agreement, as of July 26, 2007 (as amended, supplemented amended or otherwise modified from time to time) duly executed and delivered by Merger Sub, in form and substance acceptable to Lender in its sole discretion;hereby. (d) payment from the Borrower of a non-refundableExcept as expressly amended or modified hereby, fully-earned closing fee in cash in an amount equal to $88,721.13 (which amount includes all accrued and unpaid interest on the Loan through the date hereof); (e) repayment of principal each of the Loan Indenture, the Supplement and the Note Purchase Agreement shall remain in an amount of not less than $1,000,000 in cash or irrevocable written instruction from the Borrower in form full force and substance satisfactory to Lender to apply not less than $1,000,000 of cash collateral held by Lender as repayment of principal of the Loan; (f) the consolidated effect and consolidating balance sheets is hereby ratified and statements of income and cash flows of Merger Sub and its Subsidiaries as at the end of and for the month ended October 31, 2008, in reasonable detail and certified confirmed by the chief financial officer (or other officer acceptable to Lender in its sole discretion) of Merger Sub to the effect that such information is true and complete and fairly presents the results of operations and financial condition of Merger Sub and its Subsidiaries as at and for the month ended October 31, 2008; (g) a calculation of Net Worth of POC as of September 30, 2008 with supporting written detail in form and substance acceptable to Lender in its sole discretion, showing Net Worth of POC as of such date (on a consolidated basis) of not less than $3,300,000, certified as true and correct by the chief financial officer of the Borrower; (h) an agreement of subordination and assignment, duly executed and delivered by Rio Vista Operating LLC, in form and substance satisfactory to Lender in its sole discretion; and (i) such partnership or other authorization documents of the Borrower, the Guarantors and subordinated creditors, as required by Lender, and opinions of counsel as Lender shall requestparties hereto.

Effectiveness of Amendment. This Third Amendment shall not become effective until all of the following conditions shall have been satisfied: (i) the absence of any default or Event of Default under any of the Schedules or the Leases; (ii) the representations and warranties of the Lessees in Section 3 hereof shall be true and correct in all material respects at such time; (iii) concurrently with the effectiveness of this Amendment, the effectiveness of all provisions of the Senior Credit Agreement Amendment in the form set forth as Exhibit C hereto; (iv) the absence of a Default or an Event of Default as provided and defined in the Senior Credit Agreement; (v) concurrently with the effectiveness of this Amendment, the effectiveness of all provisions of the Second Lien Credit Agreement Amendment in the form set forth as Exhibit D hereto; (vi) the absence of a Default or an Event of Default as provided and defined in the Second Lien Credit Agreement; (vii) concurrently with the effectiveness of this Amendment, the consummation of all transactions required pursuant to the Merger Agreement (in the form set forth as Exhibit E hereto, with any changes to such form after the date hereof that could not reasonably be expected to be materially adverse to the interest of Lessors) on the closing date thereunder; (viii) prior to or concurrently with the effectiveness of this Amendment, the consummation of all transactions required pursuant to that certain Agreement and Plan of Merger dated as of the date hereof among the Parent, Florida Digital Network, Inc. and certain other persons party thereto, to effect the FDN Merger Transaction (as such term is defined in the Third Amendment) on the closing date thereunder, and the “Effective Date”) on which Lender ” as defined in such Third Amendment shall have received: (a) this Third Amendment duly executed by all parties heretooccurred; (bix) before giving effect to the consents substantially NT Merger Transaction, there shall have been no (i) Material Adverse Effect since December 31, 2002, or (ii) Material Adverse Change (as “Material Adverse Effect” and “Material Adverse Change” are defined in the form attached hereto (Senior Credit Agreement and the “Consents”) duly executed by the Guarantors and subordinated creditors (the names of which are set forth on the Consents), as applicable; (c) an amendment to the Mortgage, Deed of Trust and Security Agreement dated as of July 26, 2007 (as amended, supplemented or otherwise modified from time to time) duly executed and delivered by Merger SubSecond Lien Credit Amendment, in form and substance acceptable to Lender each case as in its sole discretion; (d) payment from the Borrower of a non-refundable, fully-earned closing fee in cash in an amount equal to $88,721.13 (which amount includes all accrued and unpaid interest effect on the Loan through the date hereof); (e) repayment of principal of the Loan in an amount of not less than $1,000,000 in cash or irrevocable written instruction from the Borrower in form and substance satisfactory to Lender to apply not less than $1,000,000 of cash collateral held by Lender as repayment of principal of the Loan; (f) the consolidated and consolidating balance sheets and statements of income and cash flows of Merger Sub and its Subsidiaries as at the end of and for the month ended October 31, 2008, in reasonable detail and certified by the chief financial officer (or other officer acceptable to Lender in its sole discretion) of Merger Sub to the effect that such information is true and complete and fairly presents the results of operations and financial condition of Merger Sub and its Subsidiaries as at and for the month ended October 31, 2008; (g) a calculation of Net Worth of POC as of September 30, 2008 with supporting written detail in form and substance acceptable to Lender in its sole discretion, showing Net Worth of POC as of such date (on a consolidated basis) of not less than $3,300,000, certified as true and correct by the chief financial officer of the Borrower; (h) an agreement of subordination and assignment, duly executed and delivered by Rio Vista Operating LLC, in form and substance satisfactory to Lender in its sole discretion; and (ix) such partnership or other authorization documents all of the Borrowerwritten information provided by or on behalf of the Parent or the Lessees to the Lessors prior to the Effective Date, including all written information regarding NT and the Guarantors NT Merger Transaction, shall be true, correct and subordinated creditors, complete in all material respects as required by Lenderof the date specified therein, and opinions no additional information shall have come to the attention of counsel the Parent or the Lessees that could reasonably be expected to have a Material Adverse Effect or result in a Material Adverse Change (as Lender shall request“Material Adverse Effect” and “Material Adverse Change” are defined in the Senior Credit Agreement and the Second Lien Credit Amendment, in each case as in effect on the date hereof).

Effectiveness of Amendment. This Third Eighth Amendment shall become effective on the date (the “Effective Date”) on which Lender shall have receivedwhich: (a) this Third Amendment each of the Borrower, the Administrative Agent, the Swing Line Lender, the Issuing Lender, and the Lenders have duly executed by all parties heretoand delivered to the Administrative Agent, with a counterpart for each Lender, this Eighth Amendment; (b) each of the consents substantially in parties to the form attached hereto (the “Consents”) ABL Intercreditor Agreement have duly executed by and delivered the Guarantors ABL Intercreditor Agreement and subordinated creditors (the names Administrative Agent shall have received final executed copies thereof, effective as of which are set forth on the Consents), as applicableEffective Date; (c) an amendment each of the parties to the Mortgage, Deed of Trust and Security Term Loan Intercreditor Agreement dated as of July 26, 2007 (as amended, supplemented or otherwise modified from time to time) have duly executed and delivered the Term Loan Intercreditor Agreement and the Administrative Agent shall have received final executed copies thereof, effective as of the Effective Date; (d) the Administrative Agent has received the Term Loan Guaranty, executed and delivered by Merger Subthe parties thereto, effective as of the Effective Date; (e) the Administrative Agent has received a secretary’s certificate dated the date hereof for each guarantor under the Pari Passu Guaranty, in form and substance acceptable to Lender in its sole discretion; the Administrative Agent, with appropriate insertions and attachments (d) payment from the Borrower of a non-refundableincluding, fully-earned closing fee in cash in an amount equal to $88,721.13 (which amount includes all accrued without limitation, incumbency information, signature specimens and unpaid interest on the Loan through the date hereofGoverning Documents for each such guarantor); (e) repayment of principal of the Loan in an amount of not less than $1,000,000 in cash or irrevocable written instruction from the Borrower , satisfactory in form and substance satisfactory to Lender to apply not less than $1,000,000 of cash collateral held the Administrative Agent, executed by Lender as repayment of principal the Secretary of the LoanBorrower; (f) the consolidated and consolidating balance sheets and statements Administrative Agent has received certificates dated as of income and cash flows a recent date from the Secretary of Merger Sub and its Subsidiaries as at the end of and for the month ended October 31, 2008, in reasonable detail and certified by the chief financial officer (State or other officer acceptable to Lender appropriate authority, evidencing the good standing of each guarantor under the Pari Passu Guaranty in the jurisdiction of its sole discretion) of Merger Sub to the effect that such information is true and complete and fairly presents the results of operations and financial condition of Merger Sub and its Subsidiaries as at and for the month ended October 31, 2008organization; (g) a calculation the Administrative Agent shall have received the executed legal opinions of Net Worth of POC as of September 30Husch ▇▇▇▇▇▇▇▇▇ LLP, 2008 with supporting written detail counsel to the Borrower, in form and substance acceptable to Lender in its sole discretionthe Administrative Agent, showing Net Worth of POC as of such date (on a consolidated basis) of not less than $3,300,000, certified as true and correct by with respect to the chief financial officer of the BorrowerPari Passu Guaranty; (h) an agreement the Borrower shall have paid all of subordination the Lead Arranger’s, the Administrative Agent’s and assignment, duly executed the Secured Parties’ fees and delivered by Rio Vista Operating LLC, the Lead Arranger’s and the Administrative Agent’s legal fees invoiced in form reasonable detail and substance satisfactory to Lender all reasonable out-of-pocket costs incurred in its sole discretionconnection with this Eighth Amendment and all due diligence in respect hereof; and (i) the Borrower shall have delivered to the Administrative Agent such partnership or other opinions of counsel, authorization documents and organizational documents, certificates of the Borrower, the Guarantors and subordinated creditors, as required by Lendergood standing, and opinions of counsel all other documents, reports and information, in each case as Lender the Administrative Agent or the Lenders shall request.

Effectiveness of Amendment. This Third (a) The effectiveness of this Amendment shall become effective on is subject to the date (satisfaction of the “Effective Date”) on which Lender shall have receivedfollowing conditions: (ai) The Administrative Agent shall have received a counterpart of this Third Amendment duly executed by all parties hereto; (b) the consents substantially in the form attached hereto (the “Consents”) duly executed by the Guarantors and subordinated creditors (the names of which are set forth on the Consents), as applicable;Borrower. (cii) an amendment to The Administrative Agent shall have received counterparts of the Mortgage, Deed Consent and Acknowledgment of Trust and Security Agreement dated as Subsidiary Guarantors annexed hereto by each of July 26, 2007 (as amended, supplemented or otherwise modified from time to time) duly executed and delivered by Merger Sub, in form and substance acceptable to Lender in its sole discretion;the Subsidiary Guarantors. (diii) payment The Administrative Agent shall have received a certificate from the Borrower of a non-refundablesecretary, fully-earned closing fee in cash in an amount equal to $88,721.13 (which amount includes all accrued and unpaid interest on the Loan through the date hereof); (e) repayment of principal assistant secretary, managing member or general partner of the Loan in an amount Borrower and each Subsidiary Guarantor attaching (A) a true and complete copy of not less than $1,000,000 in cash the resolutions of its board of directors or irrevocable written instruction from the Borrower other managing body and of all documents evidencing all necessary corporate action (in form and substance satisfactory to Lender the Administrative Agent) taken by it to apply not less than $1,000,000 of cash collateral held by Lender as repayment of principal of authorize this Amendment and the Loan; transactions contemplated hereby, (fB) the consolidated and consolidating balance sheets and statements of income and cash flows of Merger Sub and its Subsidiaries as at the end of and for the month ended October 31, 2008, in reasonable detail and certified by the chief financial officer (or other officer acceptable to Lender in its sole discretion) of Merger Sub to the effect that such information is attaching a true and complete copy of its Organic Documents, (C) setting forth the incumbency of its officer or officers or other analogous counterpart who may sign this Amendment, including therein a signature specimen of such officer or officers and fairly presents (D) attaching a certificate of good standing of the results Secretary of operations State of the jurisdiction of its formation and financial condition of Merger Sub each other jurisdiction in which it is qualified to do business. (iv) The Administrative Agent shall have received a favorable written opinion (addressed to the Administrative Agent and its Subsidiaries the Lenders and dated the Amendment No. 3 Effective Date) from an attorney satisfactory to the Administrative Agent, on behalf of the Obligors, covering such matters relating to this Amendment and the Loan Documents as at and the Administrative Agent shall reasonably request. The Borrower hereby requests such counsel to deliver such opinion. (v) The Administrative Agent shall have received a fee, for the month ended October 31benefit of each Lender executing and delivering a counterpart of this Amendment to the Administrative Agent, 2008;equal to 0.375% of such Lender's Commitment. (gvi) a calculation The Administrative Agent shall have received such other documents and certificates as the Administrative Agent or its counsel may reasonably request relating to the organization, existence and good standing of Net Worth of POC as of September 30each Obligor, 2008 with supporting written detail in form and substance acceptable to Lender in its sole discretion, showing Net Worth of POC as of such date (on a consolidated basis) of not less than $3,300,000, certified as true and correct by the chief financial officer authorization of the Borrower; (h) an agreement of subordination transactions contemplated by this Amendment and assignmentany other legal matters relating to the Obligors, duly executed and delivered by Rio Vista Operating LLCthis Amendment, the Loan Documents or the transactions contemplated hereby, all in form and substance satisfactory to Lender in the Administrative Agent and its sole discretion; andcounsel. (ib) such partnership or other authorization documents This Amendment shall become effective as of October 1, 2003 (the Borrower, "Amendment No. 3 Effective Date") when the Guarantors and subordinated creditors, as required by Lender, and opinions of counsel as Lender shall requestconditions set forth in Section 2(a) hereof have been satisfied.

Effectiveness of Amendment. This Third The amendments in this Amendment and the forbearance set forth in Section 4 hereof shall become effective on the date (the “Effective Date”) on which Lender ), upon compliance by Borrower with the following: 5.1. Borrower shall have received: (a) delivered to Agent this Third Amendment Amendment, duly executed by Borrower and the Required Lenders (whether the same or different copies) and delivered (including by way of telecopy or other electronic transmission (including by e-mail in .pdf format), in each case with original signatures to follow promptly thereafter) to the Agent. 5.2. Borrower shall have delivered to Agent 13-week cash flow forecasts (the “Cash Flow Forecast”), with the week ending February 10, 2017 being the first week, in reasonable detail, representing the Credit Parties good faith projections for the ensuing 13-week period, which shall be certified by an Authorized Officer as being the most accurate projections available, all parties hereto;in form and substance satisfactory to the Agent. 5.3. Borrower shall have delivered to Agent all relevant information requested by any Lender in writing on or prior to February 22, 2017 to complete such Lender’s due diligence review. 5.4. Borrower shall have paid all reasonable out-of-pocket expenses incurred by the Agent, including, without limitation, filing and recording costs and fees, and reasonable fees and service charges of outside counsel and the financial advisor to the Agent, in connection with the preparation, negotiation, execution and review of this Amendment. 5.5. Each Guarantor and each Grantor (bas defined in the Security Agreement) shall have executed and delivered to the consents Agent a Reaffirmation of Collateral Documents substantially in the form attached hereto as Exhibit B, together with each additional Collateral Document as may be required by the Agent or the Required Lenders. 5.6. The Borrower and the Guarantors shall have delivered to the Agent certificates attaching resolution or other written actions approving this Amendment and the other documents required to be delivered under this Section 5 (collectively with this Amendment, the “Forbearance Documents”), together with such incumbency certificates and/or other certificates of an Authorized Officer of each Credit Party as the Agent may require evidencing the identity, authority and capacity of each Authorized Officer thereof to act as an Authorized Officer thereof in connection with this Amendment and the other Forbearance Documents to which such Credit Party is a party. 5.7. Borrower shall pay to the Agent, for the account of the Lenders that executes and delivers this Amendment (each a “Forbearance Signatory Lender”), a work fee in the aggregate amount of $263,875 (the “ConsentsWork Fee”) duly executed by the Guarantors and subordinated creditors (the names of which are set forth on the Consents), as applicable;with the Work Fee being payable to each Forbearance Signatory Lender based on its respective pro rata share of the aggregate Commitments of all of the Forbearance Signatory Lenders. (c) an amendment 5.8. Borrower shall pay to the MortgageAgent an arrangement fee as separately agreed between the Borrower and the Agent. 5.9. Borrower shall pay to the Agent retainers payable to ▇▇▇▇▇▇ & Whitney LLC and Huron Consulting LLC, Deed of Trust counsel and Security Agreement dated as of July 26financial advisor, 2007 (as amendedrespectively, supplemented or otherwise modified from time to time) duly executed and delivered by Merger Subthe Agent, in form the amounts of $25,000 and substance acceptable to Lender in $100,000, respectively. 5.10. The Credit Parties shall have entered into a perfection agency agreement with the Agent and its sole discretion; (d) payment from the Borrower of a non-refundable, fully-earned closing fee in cash in an amount equal to $88,721.13 (which amount includes all accrued and unpaid interest on the Loan through the date hereof); (e) repayment of principal of the Loan in an amount of not less than $1,000,000 in cash or irrevocable written instruction from the Borrower designee in form and substance satisfactory to Lender the Agent, and tendered to apply the Agent’s designee vehicle titles and other requested information regarding all vehicles that are not less than $1,000,000 otherwise subject to a perfected lien in favor of cash collateral held by Lender as repayment of principal of the Loan; (f) the consolidated and consolidating balance sheets and statements of income and cash flows of Merger Sub and its Subsidiaries as at the end of and for the month ended October 31, 2008a third party, in reasonable detail and certified by the chief financial officer (or other officer acceptable to Lender in its sole discretion) of Merger Sub to the effect that such information is true and complete and fairly presents the results of operations and financial condition of Merger Sub and its Subsidiaries as at and for the month ended October 31, 2008; (g) a calculation of Net Worth of POC as of September 30, 2008 with supporting written detail in form and substance acceptable to Lender in its sole discretion, showing Net Worth of POC as of such date (on a consolidated basis) of not less than $3,300,000, certified as true and correct by the chief financial officer of the Borrower; (h) an agreement of subordination and assignment, duly executed and delivered by Rio Vista Operating LLC, in form and substance satisfactory to Lender in its sole discretion; and (i) such partnership or other authorization documents of the Borrower, the Guarantors and subordinated creditorseach case, as required by Lender, and opinions of counsel as Lender shall requestneeded to note the Agent’s security interest on such vehicles.

Effectiveness of Amendment. This Third Amendment shall become effective on as of the date (hereof upon receipt by the “Effective Date”) on which Lender shall have receivedAgent of the following, each in form and substance satisfactory to the Agent and the Lenders: (a) at least five copies of this Third Amendment Amendment, each duly executed and delivered by all parties heretothe Company and each Lender; (b) an Officer's Certificate executed by an authorized officer of the consents substantially Company to the effect that after giving effect to this Amendment (i) all representations and warranties of the Company set forth in the form attached hereto Financing Agreement and in any other document, instrument or agreement entered into in connection with the Financing Agreement (together with the “Consents”Financing Agreement, the "Loan Documents") duly executed by are true and correct in all material respects on and as of the Guarantors 1995 Amendment Effective Date, after giving effect to the 1995 Term Loan and subordinated creditors application of the proceeds thereof, and (ii) the names Company is in compliance with all of which are the terms and provisions set forth on in the Consents), as applicableFinancing Agreement and the other Loan Documents; (c) an amendment a legal opinion of Nelson, Mullins, Rile▇ & ▇car▇▇▇▇▇▇▇, ▇ounsel for the Company, as to such matters in connection with the Mortgage, Deed of Trust and Security Agreement dated transactions contemplated by this Amendment as of July 26, 2007 may reasonably be requested by the Agent or any Lender; (as amended, supplemented or otherwise modified from time to timed) confirmations duly executed and delivered by Merger Sub, the Guarantors of their Guaranties and the Pledge Agreements in the form and substance acceptable attached to Lender in its sole discretionthis Amendment; (de) payment from the Borrower of a non-refundable, fully-earned closing amendment fee in cash in an amount equal to $88,721.13 (15,000, which amount includes all accrued fee is fully-earned by the Agent and unpaid interest on the Loan through the date hereof); (e) repayment of principal of the Loan in an amount of Lenders when paid and shall not less than $1,000,000 in cash be subject to refund or irrevocable written instruction from the Borrower in form and substance satisfactory to Lender to apply not less than $1,000,000 of cash collateral held by Lender as repayment of principal of the Loanrebate; (f) notes duly executed by the consolidated and consolidating balance sheets and statements Company, payable to the order of income and cash flows of Merger Sub and its Subsidiaries as at the end of and for the month ended October 31, 2008each Lender, in reasonable detail and certified by the chief financial officer form of Annex 1 hereto, properly completed (or other officer acceptable to Lender in its sole discretion) of Merger Sub to the effect that such information is true and complete and fairly presents the results of operations and financial condition of Merger Sub and its Subsidiaries as at and for the month ended October 31, 2008;"1995 Notes"); and (g) a calculation of Net Worth of POC such other documents, instruments and certificates as of September 30, 2008 the Agent or any Lender may reasonably request in connection with supporting written detail in form and substance acceptable to Lender in its sole discretion, showing Net Worth of POC as of such date (on a consolidated basis) of not less than $3,300,000, certified as true and correct the transactions contemplated by the chief financial officer of the Borrower; (h) an agreement of subordination and assignment, duly executed and delivered by Rio Vista Operating LLC, in form and substance satisfactory to Lender in its sole discretion; and (i) such partnership or other authorization documents of the Borrower, the Guarantors and subordinated creditors, as required by Lender, and opinions of counsel as Lender shall requestthis Amendment.

Effectiveness of Amendment. This Third Amendment shall become effective on the first date (the “"Amendment Effective Date”") on which Lender shall have received: (a) this Third Amendment duly executed by all parties hereto; (b) the consents substantially in the form attached hereto (the “Consents”) duly executed by the Guarantors and subordinated creditors (the names of which are set forth on the Consents), as applicable; (c) an amendment to the Mortgage, Deed of Trust and Security Agreement dated as of July 26, 2007 (as amended, supplemented or otherwise modified from time to time) duly executed and delivered by Merger Sub, in form and substance acceptable to Lender in its sole discretion; (d) payment from the Borrower of a non-refundable, fully-earned closing fee in cash in an amount equal to $88,721.13 (which amount includes all accrued and unpaid interest on the Loan through the date hereof); (e) repayment of principal Agent has received each of the Loan in an amount of not less than $1,000,000 in cash or irrevocable written instruction from the Borrower following, each in form and substance satisfactory to Lender to apply not less than $1,000,000 of cash collateral held the Agent and the Required Lenders (and in sufficient copies for each Lender): (i) this Amendment duly executed and delivered by Lender as repayment of principal of the LoanBorrower and each Lender; (fii) a Consent and Confirmation of Guarantor in the consolidated form attached hereto as Annex 2 duly executed and consolidating balance sheets and statements of income and cash flows of Merger Sub and its Subsidiaries as at the end of and for the month ended October 31, 2008, in reasonable detail and certified delivered by the chief financial officer (or other officer acceptable to Lender in its sole discretion) of Merger Sub to the effect that such information is true and complete and fairly presents the results of operations and financial condition of Merger Sub and its Subsidiaries as at and for the month ended October 31, 2008Subsidiary Guarantor; (giii) a calculation certificate of Net Worth the Secretary of POC the Borrower as to the articles or certificate of September 30incorporation and bylaws of the Borrower, 2008 with supporting written detail corporate resolutions authorizing the transactions contemplated by this Amendment and the incumbency of officers of the Borrower, all as in form effect on the Amendment Effective Date; (iv) an amendment to the Pledge Agreement the effect of which is to add as Pledged Collateral thereunder, the Catoosa County Bonds (as defined in the Loan Agreement, as amended by this Amendment), as and substance acceptable to Lender in its sole discretion, showing Net Worth of POC as of such date (on a consolidated basis) of not less than $3,300,000, certified as true and correct when acquired by the chief financial officer of the Borrower; (hv) an agreement irrevocable written instruction to the Trustee under the Catoosa County Bond Indenture (as defined in the Loan Agreement, as amended by this Amendment) to deliver to the Agent, upon presentation of such instruction and tender of the Catoosa County Bonds issued in connection with the First Ringgold Transaction, the Quitclaim Deed, ▇▇▇▇ of Sale and any other conveyance or reconveyance documents executed by the CCDA in connection with the First Ringgold Transaction and held by said Trustee pursuant to (and as such items are defined in) the Catoosa County Bond Indenture; (vi) a landlord's lien subordination and assignmentwaiver in substantially the form attached hereto as Annex 3, duly executed on behalf of the Catoosa County Development Authority; (vii) a certificate of the Chief Operating Officer or the Chief Financial Officer of the Borrower to the effect that both before and after giving effect to this Amendment, the representations and warranties of the Borrower set forth in the Loan Agreement are true and correct in all material respects, and that, after giving effect to this Amendment and consummation of the First Ringgold Transaction, no Default or Event of Default exists; (viii) an opinion of counsel for the Borrower as to the due authorization, execution and delivery of this Amendment and the other Loan Documents contemplated hereby to be delivered in connection with the effectiveness hereof by Rio Vista Operating LLCthe Borrower as to the enforceability of this Amendment, in form the Loan Agreement as amended hereby and substance satisfactory to such other Loan Documents, and such other matters as any Lender in its sole discretionthrough the Agent may reasonably request; and (iix) such partnership or other authorization agreements, certificates, instruments and other documents of as any Lender through the Borrower, Agent may reasonably request in connection with the Guarantors and subordinated creditors, as required by Lender, and opinions of counsel as Lender shall request.transactions contemplated hereby; and

Effectiveness of Amendment. This Third Amendment shall become effective on retroactively to December 31, 1998 as of the first date (the “"Amendment Effective Date”") on which Lender the Lenders shall have receivedreceived four copies each of the following documents: (a) this Third Amendment duly executed and delivered by all parties heretothe Borrower, each Lender and the Agent; (b) a certificate of the consents substantially Secretary of the Borrower having attached thereto the articles or certificate of incorporation and bylaws of the Borrower as in effect on the form Amendment Effective Date attached hereto thereto (or containing the “Consents”) duly executed certification of such Secretary that no amendment or modification of such articles or certificate or bylaws has become effective since the last date on which such documents were delivered to the Lenders pursuant to the Loan Agreement), all corporate and partnership action, including shareholders' or partners' approval, if necessary, taken by the Guarantors Borrower and/or its shareholders or partners to authorize the execution, delivery and subordinated creditors (performance of this Amendment, and to the names further effect that the incumbency certificate delivered in connection with the occurrence of which are set forth on the Consents)Effective Date remains in effect, as applicableunchanged; (c) an amendment a certificate of the president or any vice-president of the Borrower on behalf of the Borrower stating that, to the Mortgagebest of his knowledge and based on an examination reasonably believed by him to be sufficient to enable him to make an informed statement, (i) after giving effect to the waiver set forth in Section 2 of this Amendment, Deed all of Trust the representations and Security warranties made or deemed to be made under the Loan Agreement dated are true and correct in all material respects as of July 26the date hereof, 2007 and (ii) after giving effect to the waiver set forth in Section 2 of this Amendment, no Default or Event of Default exists, and the Agent shall be satisfied as amended, supplemented or otherwise modified from time to timethe truth and accuracy thereof; (d) the Confirmation of Guarantors attached hereto as ANNEX A duly executed and delivered by Merger Sub, in form and substance acceptable to Lender in its sole discretion; (d) payment from the Borrower of a non-refundable, fully-earned closing fee in cash in an amount equal to $88,721.13 (which amount includes all accrued and unpaid interest on the Loan through the date hereof)each Guarantor; (e) repayment the payment of principal an amendment fee to the Agent for the Ratable benefit of the Loan Lenders in an the amount of not less than $1,000,000 in cash or irrevocable written instruction from the Borrower in form and substance satisfactory to Lender to apply not less than $1,000,000 of cash collateral held by Lender as repayment of principal of the Loan;125,000; and (f) such other documents and instruments as the consolidated and consolidating balance sheets and statements of income and cash flows of Merger Sub and its Subsidiaries as at the end of and for the month ended October 31, 2008, in reasonable detail and certified by the chief financial officer (Agent or other officer acceptable to any Lender in its sole discretion) of Merger Sub to the effect that such information is true and complete and fairly presents the results of operations and financial condition of Merger Sub and its Subsidiaries as at and for the month ended October 31, 2008; (g) a calculation of Net Worth of POC as of September 30, 2008 with supporting written detail in form and substance acceptable to Lender in its sole discretion, showing Net Worth of POC as of such date (on a consolidated basis) of not less than $3,300,000, certified as true and correct by the chief financial officer of the Borrower; (h) an agreement of subordination and assignment, duly executed and delivered by Rio Vista Operating LLC, in form and substance satisfactory to Lender in its sole discretion; and (i) such partnership or other authorization documents of the Borrower, the Guarantors and subordinated creditors, as required by Lender, and opinions of counsel as Lender shall may reasonably request.

Effectiveness of Amendment. This Third The Amendment shall become effective on as of the first date written above (the “"Effective Date”") on which Lender shall have receivedupon: (a) execution and delivery of a counterpart of this Third Amendment duly executed Agreement by all parties heretothe Company, the Guarantor and the holders of 66-2/3% of the aggregate outstanding principal amount of the Notes; (b) delivery by the consents substantially Guarantor of a fully executed copy of the Kar Guaranty (as defined below) dated as of February 5, 2003 from Kar Products, LLC, a Delaware limited liability company, in favor of (i) Fleet National Bank, a national banking association, as administrative agent (in such capacity, the "Administrative Agent") for itself and the other lending institutions (collectively, the "Bank Lenders") which are or may become parties to a Revolving Credit Agreement dated as of June 14, 2002 by and among the Guarantor, the Bank Lenders, the Administrative Agent and the Documentation Agents (as such term is defined in the form attached hereto Credit Agreement) (the “Consents”"Credit Agreement"), (ii) duly executed each of the Bank Lenders, (iii) each of the holders of the Notes and (iv) each of the other financial institutions named therein, guarantying the payment and other obligations of (x) the Guarantor under the Credit Agreement and the other agreements listed therein (including (A) the Note Purchase Agreement dated as of December 1, 1995, by and among the Guarantors Guarantor and subordinated creditors each of the purchasers listed on Schedule A attached thereto (the names "1995 Note Agreement") and (B) the Note Purchase Agreement dated as of which are set forth November 21, 2000, by and among the Guarantor and each of the purchasers listed on Exhibit A attached thereto (the Consents"2000 Note Agreement"), as applicable) and (y) of the Company under the Note Agreement (the "Kar Guaranty"); (c) delivery by the Guarantor of a fully executed copy of (i) an amendment to the Mortgage1995 Note Agreement, Deed of Trust dated the date hereof, and Security Agreement (ii) an amendment to the 2000 Note Agreement, dated as of July 26, 2007 (as amended, supplemented or otherwise modified from time to time) duly executed and delivered by Merger Sub, in form and substance acceptable to Lender in its sole discretion;the date hereof; and (d) payment from delivery by the Borrower Guarantor of a non-refundablefully executed copy of an amendment to the Credit Agreement, fully-earned closing fee in cash in an amount equal to $88,721.13 (which amount includes all accrued and unpaid interest on the Loan through dated the date hereof); (e) repayment of principal of the Loan in an amount of not less than $1,000,000 in cash or irrevocable written instruction from the Borrower in form and substance satisfactory to Lender to apply not less than $1,000,000 of cash collateral held by Lender as repayment of principal of the Loan; (f) the consolidated and consolidating balance sheets and statements of income and cash flows of Merger Sub and its Subsidiaries as at the end of and for the month ended October 31, 2008, in reasonable detail and certified by the chief financial officer (or other officer acceptable to Lender in its sole discretion) of Merger Sub to the effect that such information is true and complete and fairly presents the results of operations and financial condition of Merger Sub and its Subsidiaries as at and for the month ended October 31, 2008; (g) a calculation of Net Worth of POC as of September 30, 2008 with supporting written detail in form and substance acceptable to Lender in its sole discretion, showing Net Worth of POC as of such date (on a consolidated basis) of not less than $3,300,000, certified as true and correct by the chief financial officer of the Borrower; (h) an agreement of subordination and assignment, duly executed and delivered by Rio Vista Operating LLC, in form and substance satisfactory to Lender in its sole discretion; and (i) such partnership or other authorization documents of the Borrower, the Guarantors and subordinated creditors, as required by Lender, and opinions of counsel as Lender shall request.

Effectiveness of Amendment. This Third Amendment The amendments to the Credit Agreement and the GCA set forth in Section 1 hereof shall become effective on as of the first date (the “"Amendment Effective Date”") on which Lender shall the following conditions have receivedbeen satisfied: (a) this Third Amendment The Administrative Agent (or its counsel) shall have received duly executed by all parties hereto; (b) counterparts hereof that, when taken together, bear the consents substantially in the form attached hereto (the “Consents”) duly executed by the Guarantors and subordinated creditors (the names of which are set forth on the Consents), as applicable; (c) an amendment to the Mortgage, Deed of Trust and Security Agreement dated as of July 26, 2007 (as amended, supplemented or otherwise modified from time to time) duly executed and delivered by Merger Sub, in form and substance acceptable to Lender in its sole discretion; (d) payment from the Borrower of a non-refundable, fully-earned closing fee in cash in an amount equal to $88,721.13 (which amount includes all accrued and unpaid interest on the Loan through the date hereof); (e) repayment of principal of the Loan in an amount of not less than $1,000,000 in cash or irrevocable written instruction from the Borrower in form and substance satisfactory to Lender to apply not less than $1,000,000 of cash collateral held by Lender as repayment of principal of the Loan; (f) the consolidated and consolidating balance sheets and statements of income and cash flows of Merger Sub and its Subsidiaries as at the end of and for the month ended October 31, 2008, in reasonable detail and certified by the chief financial officer (or other officer acceptable to Lender in its sole discretion) of Merger Sub to the effect that such information is true and complete and fairly presents the results of operations and financial condition of Merger Sub and its Subsidiaries as at and for the month ended October 31, 2008; (g) a calculation of Net Worth of POC as of September 30, 2008 with supporting written detail in form and substance acceptable to Lender in its sole discretion, showing Net Worth of POC as of such date (on a consolidated basis) of not less than $3,300,000, certified as true and correct by the chief financial officer of the Borrower; (h) an agreement of subordination and assignment, duly executed and delivered by Rio Vista Operating LLC, in form and substance satisfactory to Lender in its sole discretion; and (i) such partnership or other authorization documents signatures of the Borrower, the Guarantors, the Required Lenders and the Collateral Agent. (b) The Administrative Agent shall have received a certificate, dated the Amendment Effective Date and signed by the Chief Executive Officer or a Financial Officer of the Borrower, confirming compliance with the conditions set forth in paragraphs (a) and (b) of Section 4.02 of the Credit Agreement. (c) The Administrative Agent shall have received on the Amendment Effective Date favorable legal opinions of ▇▇▇▇▇ ▇▇▇▇, General Counsel of the Borrower, ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ L.L.P. and each other counsel to the Borrower and to the Guarantors or to the Administrative Agent as shall be required in order to cause the Collateral and subordinated creditorsGuarantee Requirement to be satisfied, including without limitation, counsel in Japan, the Netherlands, Mexico and the United Kingdom, in each case, addressed to the Administrative Agent and the Lenders and dated the Amendment Effective Date, covering such matters relating to this Amendment, the Credit Agreement and the GCA, in each case, as required by Lenderamended and restated hereby, and opinions the other Loan Documents and security interests thereunder, as the Administrative Agent may reasonably request, and each such opinion shall be reasonably satisfactory to the Administrative Agent. (d) 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 Loan Party, the authorization of this Amendment and the transactions contemplated hereby and any other legal matters relating to the Loan Parties, this Amendment, the other Loan Documents and the transactions contemplated hereby, all in form and substance reasonably satisfactory to the Administrative Agent. (e) To the extent deemed necessary or appropriate by the Administrative Agent, (i) each Security Document required to be executed to satisfy the Deferred Collateral Requirement and (ii) the Intercreditor Agreement and the Acknowledgment and Consent, in each case shall have been executed and delivered. The Collateral and Guarantee Requirement shall have been satisfied and the benefits of and the security provided by the Security Documents shall extend to the Obligations, as defined in the GCA after giving effect to the Amendments hereunder. (f) To the extent invoiced, the Administrative Agent shall have received payment or reimbursement of its reasonable out-of-pocket expenses in connection with this Amendment and any other out-of-pocket expenses of the Administrative Agent required to be paid or reimbursed pursuant to the Credit Agreement, including the reasonable fees, charges and disbursements of counsel as Lender shall requestfor the Administrative Agent.

Effectiveness of Amendment. This Third Amendment shall become be effective on the date (the “Effective Date”) on which Lender (a) the Debtors have received all of the Required Amendment Parties’ signature pages to this Amendment; and (b) funds and accounts advised or sub-advised by Fidelity Management & Research Company or one of its affiliates, in their capacity as beneficial holders (or investment advisors or managers for such beneficial holders or discretionary accounts of such beneficial holders) of the EFH Legacy Notes, EFH LBO Notes and EFIH Second Lien Notes have executed and delivered to the other Parties to the Second Amended Plan Support Agreement signature pages to the Second Amended Plan Support Agreement. Following the Effective Date, whenever the Original Plan Support Agreement or First Amended Plan Support Agreement is referred to in any agreements, documents, and instruments, such reference shall have receivedbe deemed to be to the Second Amended Plan Support Agreement. [Signature pages redacted] EXHIBIT B SECOND AMENDED PLAN SUPPORT AGREEMENT (CONFORMED) EXECUTION VERSION THIS PLAN SUPPORT AGREEMENT IS NOT AN OFFER WITH RESPECT TO ANY SECURITIES OR A SOLICITATION OF ACCEPTANCES OF A CHAPTER 11 PLAN WITHIN THE MEANING OF SECTION 1125 OF THE BANKRUPTCY CODE. ANY SUCH OFFER OR SOLICITATION WILL COMPLY WITH ALL APPLICABLE SECURITIES LAWS AND/OR PROVISIONS OF THE BANKRUPTCY CODE. AMENDED & RESTATED PLAN SUPPORT AGREEMENT This PLAN SUPPORT AGREEMENT (this “Agreement”)1 is made and entered into as of September 11, 2015 (the “Agreement Effective Date”), by and among the following parties: (ai) this Third Amendment duly executed by all parties hereto; Energy Future Holdings Corp., a Texas corporation (b“EFH”); (ii) Energy Future Intermediate Holding Company LLC (“EFIH”), a Delaware limited liability company and a direct, wholly-owned subsidiary of EFH; (iii) EFH Corporate Services Company (“EFH Corporate Services”), a Delaware corporation and a direct, wholly-owned subsidiary of EFH; (iv) EFIH Finance Inc. (“EFIH Finance,” and together with EFIH, the consents substantially in “EFIH Debtors”), a Delaware corporation and a direct, wholly-owned subsidiary of EFIH; (v) Energy Future Competitive Holdings Company LLC (“EFCH”), a Delaware limited liability company and a direct, wholly-owned subsidiary of EFH; (vi) Texas Competitive Electric Holdings Company LLC (“TCEH”), a Delaware limited liability company and a direct, wholly-owned subsidiary of EFCH; (vii) each of TCEH’s direct and indirect subsidiaries listed on the form attached signature pages hereto (the “ConsentsTCEH Subsidiaries,” and together with TCEH and EFCH, the “TCEH Debtors”); and (viii) duly executed by the Guarantors each of EFH’s other direct and subordinated creditors (the names of which are set forth indirect subsidiaries listed on the Consentssignature pages hereto (each of the foregoing entities identified in subclauses (i) through (viii) a “Debtor” and, collectively, the “Debtors”); (i) Anchorage Capital Master Offshore, Ltd. and PCI Fund LLC, (ii) Arrowgrass Master Fund Ltd., (iii) Arrowgrass Distressed Opportunities Fund Limited, (iv) BlackRock Financial Management, Inc., solely on behalf of the undersigned funds and accounts under management, (v) Centerbridge Partners L.P., solely on behalf of the undersigned funds and accounts it manages or advises, (vi) GSO Capital Partners LP, solely on behalf of the undersigned funds and accounts it manages or advises (collectively, “GSO”), (vii) Taconic Capital Advisors L.P., on behalf of funds and accounts under management, (viii) Balyasny Asset Management, L.P., solely on behalf of the undersigned funds and accounts it manages or advises, (ix) BHR Capital LLC, solely on behalf of the undersigned funds and accounts it manages or advises, (x) Cyrus Capital Partners, L.P., solely on behalf of the undersigned funds and accounts it manages or advises, and (xi) Deutsche Bank Securities Inc. (each referred to herein as applicablea “Creditor-Investor Party” and collectively referred to herein as the “Creditor-Investor Parties”); 1 Unless otherwise indicated, capitalized terms used but not otherwise defined herein have the meaning ascribed to such terms in the Plan, as defined below. (c) an amendment (i) ▇▇▇▇ Power Holdings, L.L.C. (“▇▇▇▇”), (ii) Pecos Partners, L.P., (iii) Flourish Investment Corporation, and (iv) Avenue Capital Management II, L.P. (“Avenue”) (each, including ▇▇▇▇, referred to herein as a “▇▇▇▇-Investor Party” and collectively referred to herein as the Mortgage, Deed of Trust and Security Agreement dated as of July 26, 2007 (as amended, supplemented or otherwise modified from time to time) duly executed and delivered by Merger Sub, in form and substance acceptable to Lender in its sole discretion“▇▇▇▇-Investor Parties”); (d) payment from (i) Ovation Acquisition I, L.L.C. (“Parent”) and (ii) Ovation Acquisition II, L.L.C. (“OV2,” and together with the Borrower of a nonCreditor-refundableInvestor Parties, fully-earned closing fee in cash in an amount equal to $88,721.13 (which amount includes all accrued the ▇▇▇▇-Investor Parties, and unpaid interest on Parent, the Loan through the date hereof“Investor Parties”); (e) repayment of principal Texas Energy Future Holdings Limited Partnership (“Texas Holdings”), a Texas limited partnership, which holds approximately 99.26% of the Loan outstanding equity interests in an amount of not less than $1,000,000 in cash or irrevocable written instruction from the Borrower in form and substance satisfactory to Lender to apply not less than $1,000,000 of cash collateral held by Lender as repayment of principal of the LoanEFH; (f) Texas Energy Future Capital Holdings LLC, a Delaware limited liability company and the consolidated and consolidating balance sheets and statements general partner of income and cash flows of Merger Sub and its Subsidiaries as at the end of and for the month ended October 31, 2008, in reasonable detail and certified by the chief financial officer Texas Holdings (or other officer acceptable to Lender in its sole discretion) of Merger Sub to the effect that such information is true and complete and fairly presents the results of operations and financial condition of Merger Sub and its Subsidiaries as at and for the month ended October 31, 2008“TEF”); (g) a calculation of Net Worth of POC Kohlberg Kravis ▇▇▇▇▇▇▇ & Co., L.P., TPG Capital, L.P. and ▇▇▇▇▇▇▇, Sachs & Co. (collectively, the “Sponsor Managers”) in their capacities as of September 30managers and agents for funds holding indirect equity interests in EFH (collectively, 2008 in such capacities, the “Sponsors” and, together with supporting written detail in form Texas Holdings and substance acceptable to Lender in its sole discretionTEF, showing Net Worth of POC as of such date (on a consolidated basis) of not less than $3,300,000, certified as true and correct by the chief financial officer of the Borrower“Consenting Interest Holders”); (h) an agreement the undersigned beneficial holders or investment advisors or managers for such beneficial holders or discretionary accounts of subordination such beneficial holders (collectively, the “Consenting TCEH First Lien Lenders”) that hold claims2 (the “TCEH Credit Agreement Claims”) against the TCEH Debtors under that certain Credit Agreement, dated as of October 10, 2007 (as amended from time to time, the “TCEH Credit Agreement”), by and assignmentamong, duly executed inter alia, TCEH, as borrower, EFCH and delivered by Rio Vista Operating LLCthe TCEH Subsidiaries, in form as guarantors, Wilmington Trust, N.A., as successor administrative agent and substance satisfactory collateral agent (the “TCEH First Lien Agent”), and the lenders from time to Lender time party thereto; (i) the TCEH First Lien Agent, solely in its sole discretioncapacity as such and solely with respect to Sections 6.1 and 12.4 hereof; (j) the undersigned beneficial holders or investment advisors or managers for such beneficial holders or discretionary accounts of such beneficial holders (collectively, the “Consenting TCEH First Lien Noteholders”) that hold claims (the “TCEH First Lien Note Claims”) against the TCEH Debtors arising out of the 11.50% fixed senior secured notes due October 1, 2020 (the “TCEH First Lien Notes”) issued pursuant to that certain Indenture, dated as of April 19, 2011, by and among, inter alia, TCEH and TCEH Finance, as issuers, EFCH and the TCEH Subsidiaries, as guarantors, and Delaware Trust Company (f/k/a CSC Trust Company of Delaware), as successor trustee; 2 As used herein the term “claim” has the meaning ascribed to such term as set forth in section 101(5) of the Bankruptcy Code. (k) the undersigned beneficial holders or investment advisors or managers for such beneficial holders or discretionary accounts of such beneficial holders (collectively, the “Consenting TCEH First Lien Swap Counterparties”) that hold claims (the “TCEH First Lien Swap Claims”) against the TCEH Debtors arising out of or related to the interest rate swaps entered into by TCEH and secured by a first lien on the same collateral as the TCEH Credit Agreement Claims and TCEH First Lien Note Claims; (l) the undersigned beneficial holders or investment advisors or managers for such beneficial holders or discretionary accounts of such beneficial holders (collectively, the “Consenting TCEH First Lien Commodity Hedge Counterparties,” and together with the Consenting TCEH First Lien Lenders, Consenting TCEH First Lien Noteholders and Consenting TCEH First Lien Swap Counterparties, the “Consenting TCEH First Lien Creditors”) that hold claims (the “TCEH First Lien Commodity Hedge Claims,” and together with the TCEH Credit Agreement Claims, TCEH First Lien Note Claims and TCEH First Lien Swap Claims, the “TCEH First Lien Claims”) against the TCEH Debtors arising out of or related to the commodity ▇▇▇▇▇▇ entered into by TCEH and secured by a first lien on the same collateral as the TCEH Credit Agreement Claims and TCEH First Lien Note Claims; (m) the undersigned beneficial holders or investment advisors or managers for such beneficial holders or discretionary accounts of such beneficial holders (collectively, the “Consenting TCEH Unsecured Noteholders”) that hold claims (the “TCEH Unsecured Note Claims”) against the TCEH Debtors arising out of the 10.25% Fixed Senior Notes due 2015 (including Series B) and 10.50%/11.25% Senior Toggle Notes due 2016 issued pursuant to that certain Indenture dated as of October 31, 2007 by and among, inter alia, TCEH and TCEH Finance, as issuers, and EFCH and the TCEH Subsidiaries, as guarantors, and Law Debenture Trust Company of New York, as successor indenture trustee to The Bank of New York Mellon (the “TCEH Unsecured Notes Indenture Trustee”); (n) the undersigned beneficial holders or investment advisors or managers for such beneficial holders or discretionary accounts of such beneficial holders (collectively, the “Consenting TCEH Second Lien Noteholders,” and together with the Consenting TCEH First Lien Creditors and the Consenting TCEH Unsecured Noteholders, the “Consenting TCEH Creditor Parties”) that hold claims (the “TCEH Second Lien Note Claims,” and, together with the TCEH Unsecured Note Claims, the “TCEH Note Claims”) against the TCEH Debtors arising out of the 15.0% Fixed Senior Secured Second Lien Notes due 2021 (including Series B) issued pursuant to that certain Indenture dated as of October 6, 2010, by and among, inter alia, TCEH and TCEH Finance, as issuers, EFCH and the TCEH Subsidiaries, as guarantors, and Wilmington Savings Fund Society, as successor indenture trustee to The Bank of New York Mellon; (o) the statutory committee of unsecured creditors of the TCEH Debtors and EFH Corporate Services appointed in the Chapter 11 Cases pursuant to section 1102 of the Bankruptcy Code by the U.S. Trustee on May 13, 2014 (the “TCEH Official Committee”); (p) the undersigned funds and accounts advised or sub-advised by Fidelity Management & Research Company or one of its affiliates (collectively, the “Fidelity Funds”); (q) the undersigned beneficial holders or investment advisors or managers for such beneficial holders or discretionary accounts of such beneficial holders (collectively, the “Consenting EFIH PIK Noteholders”) that hold claims (the “EFIH PIK Note Claims”) against the EFIH Debtors arising out of the 11.25%/12.25% senior toggle notes due December 1, 2018, issued pursuant to that certain Indenture (as amended and/or supplemented, the “EFIH PIK Notes Indenture”) dated as of December 5, 2012, by and among, inter alia, the EFIH Debtors, as issuers, and UMB Bank, N.A., as successor indenture trustee to The Bank of New York Mellon Trust Company, N.A. (the “EFIH PIK Notes Trustee”); and (r) the undersigned beneficial holders or investment advisors or managers for such beneficial holders or discretionary accounts of such beneficial holders, if any (collectively, the “Consenting EFIH Second Lien Noteholders,” and together with the Consenting TCEH Creditor Parties, the Fidelity Funds, and the Consenting EFIH PIK Noteholders, the “Consenting Creditor Parties”), that hold claims (the “EFIH Second Lien Note Claims”) against the EFIH Debtors arising out of (i) such partnership or other authorization documents the 11.0% senior secured second lien notes due October 1, 2021, and/or (ii) the 11.75% senior secured second lien notes due March 1, 2022, issued pursuant to that certain Indenture dated as of the BorrowerApril 25, 2011, by and among, inter alia, the Guarantors and subordinated creditorsEFIH Debtors, as required by Lenderissuers, and opinions Computershare Trust, as successor indenture trustee to The Bank of counsel New York Mellon (the “EFIH Second Lien Notes Trustee”). Each Debtor, each Investor Party, each Consenting Interest Holder, each Consenting Creditor Party, the TCEH Official Committee, and, solely with respect to Sections 6.1 and 12.4 of this Agreement, the TCEH First Lien Agent is referred to herein as Lender a “Party” and are collectively referred to herein as the “Parties.” If the EFH Notes Trustee, EFIH PIK Notes Trustee or EFIH Second Lien Notes Trustee executes and delivers pursuant to Section 14.8 hereof a signature page to this Agreement, as contemplated in Sections 4.1(g), (h) and (i), then such EFH Notes Trustee, EFIH PIK Notes Trustee or EFIH Second Lien Notes Trustee, as applicable, shall request.be a Party hereunder. RECITALS

Effectiveness of Amendment. This Third (a) The provisions of SECTION 1 of this Amendment shall become effective on the date (the “"Amendment (Phase I) Effective Date”") on which Lender the Administrative Agent shall have received:received (1) an amendment fee in the amount of $200,000, for the Ratable account of the Lenders, and (2) the following documents, each of which shall be satisfactory in form and substance to the Administrative Agent and in sufficient copies for each Lender (terms defined in the Loan Agreement, as amended by this Amendment, being used in this SECTION 4 as so defined): (ai) this Third Amendment duly executed by the Administrative Agent, the Borrowers, the Subsidiary Guarantors and the Required Lenders; (ii) a certificate of the president or chief financial officer of American Tire stating that, to the best of his knowledge and based on an examination sufficient to enable him to make an informed statement, after giving effect to the Amendment, (A) all parties hereto;of the representations and warranties made or deemed to be made under the Loan Agreement are true and correct in all material respects on and as of the Amendment (Phase I) Effective Date, and (B) no Default or Event of Default exists; and the Administrative Agent shall be satisfied as to the truth and accuracy thereof; and (iii) such other documents and instruments as the Administrative Agent may reasonably request. (b) The provisions of Section 2 of this Amendment shall become effective on the consents substantially in the form attached hereto date (the “Consents”"Amendment (Phase II) Effective Date") on which the Administrative Agent shall have received the following documents, each of which shall be satisfactory in form and substance to the Administrative Agent and in sufficient copies for each Lender: (i) this Amendment duly executed by the Administrative Agent, the Borrowers, the Subsidiary Guarantors and subordinated creditors all Lenders; (ii) a certificate of the names president or chief financial officer of which American Tire stating that, to the best of his knowledge and based on an examination sufficient to enable him to make an informed statement, after giving effect to the Amendment, (A) all of the representations and warranties made or deemed to be made under the Loan Agreement are set forth true and correct in all material respects on and as of the Consents)Amendment (Phase II) Effective Date, and (B) no Default or Event of Default exists; and the Administrative Agent shall be satisfied as applicable;to the truth and accuracy thereof; and (iii) such other documents and instruments as the Administrative Agent may reasonably request. (c) an amendment to The provisions of SECTION 3 of this Amendment shall become effective on the Mortgagedate (the "Amendment (Phase III) Effective Date") on which the Administrative Agent shall have received the following documents, Deed each of Trust and Security Agreement dated as of July 26, 2007 (as amended, supplemented or otherwise modified from time to time) duly executed and delivered by Merger Sub, which shall be satisfactory in form and substance acceptable to Lender the Administrative Agent and in its sole discretionsufficient copies for each Lender: (i) this Amendment duly executed by the Administrative Agent, the Borrowers, the Subsidiary Guarantors and all Lenders; (dii) payment from a certificate of the Borrower president or chief financial officer of a non-refundableAmerican Tire stating that, fully-earned closing fee in cash in to the best of his knowledge and based on an amount equal examination sufficient to $88,721.13 enable him to make an informed statement, after giving effect to the Amendment, (which amount includes A) all accrued of the representations and unpaid interest on warranties made or deemed to be made under the Loan through Agreement are true and correct in all material respects on and as of the date hereof);Amendment (Phase III) Effective Date, and (eB) repayment no Default or Event of principal of Default exists; and the Loan in an amount of not less than $1,000,000 in cash Administrative Agent shall be satisfied as to the truth and accuracy thereof; and (iii) on or irrevocable written instruction from before October 28, 2002, the Borrower B/F Subordination Agreement, duly executed by the Administrative Agent, the Borrowers, the Subsidiary Guarantors and Bridgestone/Firestone and in form and substance satisfactory to Lender to apply not less than $1,000,000 of cash collateral held by Lender as repayment of principal of the Loan; (f) the consolidated and consolidating balance sheets and statements of income and cash flows of Merger Sub and its Subsidiaries as at the end of and for the month ended October 31, 2008, in reasonable detail and certified by the chief financial officer (or other officer acceptable to Lender in its sole discretion) of Merger Sub all respects to the effect that such information is true Administrative Agent and complete and fairly presents the results of operations and financial condition of Merger Sub and its Subsidiaries as at and for the month ended October 31, 2008; (g) a calculation of Net Worth of POC as of September 30, 2008 with supporting written detail in form and substance acceptable to Lender in its sole discretion, showing Net Worth of POC as of such date (on a consolidated basis) of not less than $3,300,000, certified as true and correct by the chief financial officer of the Borrower; (h) an agreement of subordination and assignment, duly executed and delivered by Rio Vista Operating LLC, in form and substance satisfactory to Lender in its sole discretionLenders; and (iiv) such partnership or other authorization documents of and instruments as the BorrowerAdministrative Agent may reasonably request. On the Amendment (Phase III) Effective Date, the Guarantors definition of "Eligible B/F Inventory" that is contained in SECTION 3 of this Amendment shall be the operative definition and subordinated creditors, as required by Lender, and opinions shall supercede the definition of counsel as Lender shall request"Eligible B/F Inventory" that is contained in SECTION 2 of this Amendment.

Effectiveness of Amendment. This Third Amendment shall become effective on the date (the “Effective Date”) on which Lender shall have receivedwhich: (a) each of the Borrower, the Administrative Agent, the Swing Line Lender, the Issuing Lender and the Lenders (including the Departing Lenders and the New Lender) shall have duly executed this Third Amendment duly executed by all parties heretoAmendment; (b) the consents substantially in Borrower shall have paid to the form attached hereto (the “Consents”Departing Lenders all amounts owing under Section 2(a) duly executed by the Guarantors and subordinated creditors (the names of which are set forth on the Consents), as applicableabove; (c) an amendment the Borrower shall have paid to the MortgageAdministrative Agent for its own account in immediately available funds, Deed of Trust the fees to be paid to BNP Paribas for its own account as set forth in the fee letter dated August 2, 2013 among the Administrative Agent, the Lead Arranger and Security Agreement dated as of July 26, 2007 (as amended, supplemented or otherwise modified from time to time) duly executed and delivered by Merger Sub, in form and substance acceptable to Lender in its sole discretionthe Borrower; (d) payment from the Borrower shall have paid to the Administrative Agent for the account of each Lender (other than Departing Lenders, but including the New Lender) a fully earned, non-refundable, fully-earned closing refundable upfront fee in cash immediately available funds, in an amount for each Lender equal to such Lender’s Commitment (after giving effect to this Third Amendment) multiplied by (i) 0.75% if such Commitment is equal to or greater than $88,721.13 30,000,000 and (which amount includes all accrued and unpaid interest on the Loan through the date hereof)ii) 0.50% if such Commitment is less than $30,000,000; (e) repayment of principal the Borrower shall have delivered to the Administrative Agent a report as of the Loan in an amount of not less than $1,000,000 in cash or irrevocable written instruction from the Borrower date hereof (in form and substance satisfactory to Lender to apply not less than $1,000,000 of cash collateral held the Administrative Agent), setting forth each guarantee or other credit support provided by Lender as repayment of principal of the Loan; (f) the consolidated and consolidating balance sheets and statements of income and cash flows of Merger Sub and its Subsidiaries as at the end of and each Plant Entity for the month ended October 31, 2008, in reasonable detail and certified by the chief financial officer Indebtedness (or other officer acceptable to Lender in its sole discretionliabilities) of Merger Sub to the effect that Parent and/or any Affiliate of the Parent or such information is true Plant Entity, and complete and fairly presents the results of operations and financial condition of Merger Sub and its Subsidiaries as at and for the month ended October 31, 2008; (g) a calculation of Net Worth of POC as of September 30, 2008 with supporting written detail in form and substance acceptable to Lender in its sole discretion, showing Net Worth of POC as principal - 29 - amount of such date (on a consolidated basis) of not less than $3,300,000Indebtedness or liabilities so guaranteed or otherwise credit supported, certified as true and correct by the chief financial officer of the Borrower; (h) an agreement of subordination and assignment, duly executed and delivered by Rio Vista Operating LLC, in form and substance satisfactory to Lender in its sole discretiona Responsible Officer; and (if) the Borrower shall have delivered to the Administrative Agent such partnership or other authorization documents of the Borrower, the Guarantors and subordinated creditors, as required by Lender, and opinions of counsel and authorization and organizational documents, in each case as Lender the Administrative Agent or the Lenders shall request.

Effectiveness of Amendment. This Third Amendment shall become effective as of the date hereof on the first date (the “"Amendment 1 Effective Date”") on which Lender shall have received: (a) this Third Amendment duly executed by all parties hereto; (b) the consents substantially in the form attached hereto (the “Consents”) duly executed by the Guarantors and subordinated creditors (the names of which are set forth on the Consents), as applicable; (c) an amendment to the Mortgage, Deed of Trust and Security Agreement dated as of July 26, 2007 (as amended, supplemented or otherwise modified from time to time) duly executed and delivered by Merger Sub, in form and substance acceptable to Lender in its sole discretion; (d) payment from the Borrower of a non-refundable, fully-earned closing fee in cash in an amount equal to $88,721.13 (which amount includes all accrued and unpaid interest on the Loan through the date hereof); (e) repayment of principal Administrative Agent has received each of the Loan in an amount of not less than $1,000,000 in cash or irrevocable written instruction from the Borrower following, each in form and substance satisfactory to the Administrative Agent (terms defined in the Loan Agreement as amended by this Amendment being used in this Section 2 as so defined) and in a number of copies (other than the allonges to the Notes) sufficient for each Lender: (a) 15 copies of this Amendment duly executed and delivered by each Borrower and each Lender to apply not less than $1,000,000 of cash collateral held by Lender as repayment of principal of the Loanand Wabash; (f) the consolidated and consolidating balance sheets and statements of income and cash flows of Merger Sub and its Subsidiaries as at the end of and for the month ended October 31, 2008, in reasonable detail and certified by the chief financial officer (or other officer acceptable to Lender in its sole discretion) of Merger Sub to the effect that such information is true and complete and fairly presents the results of operations and financial condition of Merger Sub and its Subsidiaries as at and for the month ended October 31, 2008; (g) a calculation of Net Worth of POC as of September 30, 2008 with supporting written detail in form and substance acceptable to Lender in its sole discretion, showing Net Worth of POC as of such date (on a consolidated basis) of not less than $3,300,000, certified as true and correct by the chief financial officer of the Borrower; (hb) an agreement of subordination and assignmentallonge to each Note outstanding under the Loan Agreement, duly executed and delivered by Rio Vista Operating LLCWabash; (i) a Mortgage as to the real property of Wabash located in Indiana, evidencing the recording thereof as security for the Secured Obligations (or at the Administrative Agent's discretion, in suitable form and substance for such recording), (ii) an irrevocable, fully paid commitment of a title insurance company satisfactory to Lender the Administrative Agent in its sole reasonable discretion, to issue in the name of FCC as Administrative Agent a mortgagee's policy of title insurance in an amount equal to at least 125% of the value of such Wabash real estate and reflecting no survey exception or other exception that the Administrative Agent has not approved in writing, and (iii) certified copies of surveys, special flood hazard area information, zoning letters, and such other real estate-related instruments and documents as the Administrative Agent may request to support the value of such real estate and the status and priority of the Administrative Agent's Lien thereon and on the proceeds thereof; (d) an amendment to the WinsLoew Pledge Agreement duly executed and delivered by WinsLoew as to the Wabash shares acquired pursuant to the Wabash Purchase Agreement, together with any and all deliveries contemplated thereby; (e) results of UCC, tax, and judgment lien searches in respect of Wabash and evidence, satisfactory to the Administrative Agent, that any Liens reflected therein have been discharged or that the Agent is in possession of appropriate releases permitting it to effect such discharge; (f) Financing Statements signed by Wabash in appropriate form for filing in each jurisdiction in which such a filing is required to perfect the Security Interest; (g) any landlord or mortgagee Lien subordination or waiver agreements as the Administrative Agent may request, duly executed and delivered by the respective landlords or mortgagees; (h) a copy of the opinion letter of the Wabash Sellers' counsel delivered pursuant to the provisions of the Wabash Purchase Agreement, addressed to the Administrative Agent and the Lenders or accompanied by a letter of such counsel expressly permitting the Administrative Agent and the Lenders to rely on the opinions expressed therein; (i) an opinion of counsel for the Borrowers as to the due authorization, execution and delivery of this Amendment and the other Loan Documents contemplated hereby to be delivered in connection with the effectiveness hereof by any Loan Party, as to the enforceability of this Amendment, the Loan Agreement as amended hereby and such other Loan Documents, and such other matters related to the Acquisition of Wabash or such Loan Document as any Lender through the Administrative Agent may reasonably request; (j) a certificate of the Secretary of WinsLoew having attached thereto true and correct copies of the Wabash Purchase Agreement and each other agreement, instrument, certificate and other document contemplated thereby to be delivered in connection with the consummation of the transactions contemplated thereby; (k) a certificate of the President of WinsLoew or a Financial Officer to the effect that the Acquisition of Wabash has been consummated substantially in accordance with the terms of the Wabash Purchase Agreement, without any waiver or modification of any material provision thereof, that after giving effect thereto and to this Amendment, the representations and warranties of the Borrowers set forth in the Loan Agreement are true and correct in all material respects (having attached to such certificate any modified Schedules required to make such statement true), without limiting the generality of the foregoing, a specific statement that the conditions set forth in Section 6.2 of the Loan Agreement to the making of any Acquisition Loan (as modified by the consent of the Lenders dated February 24, 2000 with respect to Wabash), have been satisfied as of the date of such certificate, and that no Default or Event of Default exists; (l) the Administrative Agent shall have received evidence satisfactory to it that the Trivest Investors have made an additional cash equity contribution to WinsLoew in an amount not less than $4,566,000 and that individual sellers under the Wabash Purchase Agreement have continued/invested not less than $2,500,000 in WinsLoew in the form of roll-over equity; (m) the Borrowers shall have paid to the Administrative Agent for the Ratable benefit of the Lenders, a fee in an amount equal to 1.25% of the increase in Total Facilities for the Haleyville LC (or $50,000) and any other fees due and payable in connection with the effectiveness of this Amendment; and (in) such partnership or other authorization agreements, certificates, instruments and other documents as any Lender through the Agent may reasonably request (including, without being limited to, a collateral assignment of WinsLoew's rights and indemnities under the Borrower, Wabash Purchase Agreement) in connection with the Guarantors and subordinated creditors, as required by Lender, and opinions of counsel as Lender shall requesttransactions contemplated hereby.

Effectiveness of Amendment. This Third Amendment shall become effective on as of the first date (the “"Amendment Effective Date”") on which Lender the Lenders shall have receivedreceived each of the following documents (except that on the Amendment Effective Date, the effectiveness of Section 2 of this Amendment shall be retroactive to March 27, 1998: (a) four copies of this Third Amendment duly executed and delivered by all parties heretothe Borrower, each Lender and the Agent; (b) the consents substantially Amended and Restated Revolving Credit Notes in the form attached hereto (as ANNEX A, dated the “Consents”) Amendment Effective Date and duly executed and delivered by the Guarantors and subordinated creditors (the names Borrower in favor of which are set forth on the Consents), as applicableeach Lender; (c) an a certificate of the Secretary of the Borrower having attached thereto the articles or certificate of incorporation and bylaws of the Borrower as in effect on the Amendment Effective Date attached thereto (or containing the certification of such Secretary that no amendment or modification of such articles or certificate or bylaws has become effective since the last date on which such documents were delivered to the MortgageLenders pursuant to the Loan Agreement), Deed all corporate action, taken by the Borrower to authorize the execution, delivery and performance of Trust this Amendment, and Security to the further effect that the incumbency certificate delivered in connection with the occurrence of the Effective Date remains in effect, unchanged; (d) a certificate of the president or any vice-president of the Borrower stating that, to the best of his knowledge and based on an examination reasonably believed by him to be sufficient to enable him to make an informed statement, (i) after giving effect to the waiver set forth in Section 2 of this Amendment, all of the representations and warranties made or deemed to be made under the Loan Agreement dated are true and correct as of July 26the date hereof, 2007 and (ii) after giving effect to the waiver set forth in Section 2 of this Amendment, no Default or Event of Default exists, and the Agent shall be satisfied as amended, supplemented or otherwise modified from time to timethe truth and accuracy thereof; (e) the Confirmation of Guarantors in the form attached hereto as ANNEX B duly executed and delivered by Merger Sub, in form and substance acceptable to Lender in its sole discretion; (d) payment from the Borrower of a non-refundable, fully-earned closing fee in cash in an amount equal to $88,721.13 (which amount includes all accrued and unpaid interest on the Loan through the date hereof); (e) repayment of principal of the Loan in an amount of not less than $1,000,000 in cash or irrevocable written instruction from the Borrower in form and substance satisfactory to Lender to apply not less than $1,000,000 of cash collateral held by Lender as repayment of principal of the Loaneach Guarantor; (f) the consolidated and consolidating balance sheets and statements payment of income and cash flows an amendment fee in the amount of Merger Sub and its Subsidiaries as at the end of and for the month ended October 31, 2008, in reasonable detail and certified by the chief financial officer (or other officer acceptable to Lender in its sole discretion) of Merger Sub to the effect that such information is true and complete and fairly presents the results of operations and financial condition of Merger Sub and its Subsidiaries as at and for the month ended October 31, 2008;$250,000; and (g) a calculation of Net Worth of POC such other documents and instruments as of September 30, 2008 with supporting written detail in form and substance acceptable to the Agent or any Lender in its sole discretion, showing Net Worth of POC as of such date (on a consolidated basis) of not less than $3,300,000, certified as true and correct by the chief financial officer of the Borrower; (h) an agreement of subordination and assignment, duly executed and delivered by Rio Vista Operating LLC, in form and substance satisfactory to Lender in its sole discretion; and (i) such partnership or other authorization documents of the Borrower, the Guarantors and subordinated creditors, as required by Lender, and opinions of counsel as Lender shall may reasonably request.

Effectiveness of Amendment. This Third Amendment shall become effective on as of the date hereof at such time that the Administrative Agent and the Managing Agents shall have received (i) executed counterparts of this Amendment, (ii) executed counterparts of the Amendment No. 2 to Purchase and Contribution Agreement, dated as of August 29, 2025, among Herc, as Seller and Collection Agent, the US Borrower, as Purchaser, and acknowledged and agreed to by the Administrative Agent, (iii) executed counterparts of the Fifth Amended and Restated Lender Group Fee Letter, dated as of August 29, 2025 (the “Effective DateA&R Lender Group Fee Letter”) on which Lender shall have received: ), from the Managing Agents to and agreed and accepted by the Servicer, the Performance Guarantor and the US Borrower, (a) this Third Amendment duly executed by all parties hereto; (biv) the consents substantially Upfront Fee, in accordance with the form attached hereto terms of, and as such term is defined in, the A&R Lender Group Fee Letter, (the “Consents”) duly executed by the Guarantors and subordinated creditors (the names of which are set forth on the Consents), as applicable; (cv) an amendment opinion of counsel to the Mortgage, Deed of Trust US Borrower and Security Agreement dated as of July 26, 2007 (as amended, supplemented or otherwise modified from time to time) duly executed and delivered by Merger Sub, in form and substance acceptable to Lender in its sole discretion; (d) payment from the Borrower of a non-refundable, fully-earned closing fee in cash in an amount equal to $88,721.13 (which amount includes all accrued and unpaid interest on the Loan through the date hereof); (e) repayment of principal of the Loan in an amount of not less than $1,000,000 in cash or irrevocable written instruction from the Borrower Herc in form and substance satisfactory to Lender to apply not less than $1,000,000 of cash collateral held by Lender as repayment of principal the Administrative Agent and the Managing Agents, (vi) an officer’s certificate of the Loan; US Borrower and Herc, each dated as of August 29, 2025, attaching (fa) a certified copy of its articles of incorporation or certificate of formation, as applicable, (b) its bylaws or limited liability company agreement, as applicable, (c) its resolutions or unanimous written consent approving the consolidated and consolidating balance sheets and statements transactions contemplated by this Amendment, (d) a good standing certificate issued as of income and cash flows of Merger Sub and its Subsidiaries as at a recent date acceptable to the end of and for the month ended October 31, 2008, in reasonable detail and certified Administrative Agent by the chief financial officer Secretary of State (or analogous body) of its jurisdiction of incorporation or formation, as applicable and (e) its incumbency certificate, (vii) documentation and other officer acceptable to information reasonably requested by any Lender in its sole discretionconnection with applicable “know your customer” and anti-money laundering rules and regulations, delivered at least five (5) of Merger Sub days prior to the effect that date hereof, (viii) such information is true other documents as the Administrative Agent and complete the Managing Agents may reasonably request and fairly presents the results of operations and financial condition of Merger Sub and its Subsidiaries as at and for the month ended October 31, 2008; (gix) a calculation of Net Worth of POC as of September 30, 2008 with supporting written detail in form and substance acceptable to Lender in its sole discretion, showing Net Worth of POC as of such date (on a consolidated basis) of not less than $3,300,000, certified as true and correct by the chief financial officer of the Borrower; (h) an agreement of subordination and assignment, duly executed and delivered by Rio Vista Operating LLC, in form and substance evidence reasonably satisfactory to Lender in its sole discretion; and (i) such partnership the Administrative Agent that no security interest, lien, adverse claim, or other authorization documents of the BorrowerUCC financing statement is filed against Herc on any Receivables, the Guarantors and subordinated creditors, as required by Lender, and opinions of counsel as Lender shall requestRelated Security or applicable Collections.

Effectiveness of Amendment. This Third Amendment shall become effective on upon satisfaction of the date following conditions precedent (such date, the “Amendment No. 4 Effective Date”) on which Lender shall have received:): (a) The Administrative Agent shall have received the following: (i) counterparts to this Third Amendment duly executed by all parties heretoeach of the Loan Parties, the Resigning Administrative Agent, the Administrative Agent and the Lenders; (bii) counterparts to the (x) Successor Agent Agreement and (y) the consents substantially Notice of Succession of Agency, in each case, dated as of the date hereof, by and among the Resigning Administrative Agent, the Administrative Agent and the Loan Parties, together with all documents and filings contemplated thereby, in each case, in proper form attached hereto (the “Consents”) duly executed by the Guarantors and subordinated creditors (the names of which are set forth on the Consents)for filing, as applicableregistration or recordation; (ciii) an amendment (x) counterparts to each Collateral Document deemed necessary or appropriate by the Administrative Agent, in each case by the parties thereto and (y) each document, certificate or instrument (including any UCC and PPSA financing statement or amendment) required by the Collateral Documents or under law or reasonably requested by the Administrative Agent to be delivered, filed, registered or recorded in order to maintain a perfected Lien on the Collateral described therein in favor of the Applicable Collateral Agent, for the benefit of the Lenders, in each case, if applicable, in proper form for filing, registration or recordation; (iv) lien searches from jurisdictions in the United States and Canada reasonably acceptable to the MortgageAdministrative Agent; (v) a certificate, Deed of Trust and Security Agreement dated as of July 26, 2007 (as amended, supplemented or otherwise modified from time to time) the Amendment No. 4 Effective Date and duly executed and delivered by Merger Suba Responsible Officer of the Borrower, certifying that all of the conditions to effectiveness set forth in this Section 3 have been satisfied; (vi) a legal opinion, dated as of the Amendment No. 4 Effective Date and addressed to the Administrative Agent and all Lenders, from ▇▇▇▇▇ & ▇▇▇ ▇▇▇▇▇ PLLC, counsel to the Borrower, in form and substance acceptable reasonably satisfactory to Lender in its sole discretionthe Administrative Agent; (dvii) payment certified resolutions from the Borrower board of directors, members or other similar body of each Loan Party authorizing the execution, delivery and performance of this Amendment; (viii) satisfactory evidence that JPMorgan Chase Bank, N.A. ceasing to be a non“Lender”, “Swingline Lender” and “Issuing Bank” under and as each of such terms are defined in the Existing Credit Agreement, and that all Obligations of the Loan Parties to JPMorgan Chase Bank, N.A. under the Existing Credit Agreement shall have been paid in full and all Letters of Credit issued by JPMorgan Chase Bank, N.A. under the Existing Credit Agreement shall either (i) be returned undrawn and cancelled and delivered to JPMorgan Chase Bank, N.A., (ii) be backed up by a standby Letter of Credit issued under the Credit Agreement with terms satisfactory to JPMorgan Chase Bank, N.A. or (iii) be cash collateralized in an amount in immediately available funds in Dollars equal to 105% of the aggregate amount of such Letters of Credit under the Existing Credit Agreement in a manner that is satisfactory to JPMorgan Chase Bank, N.A.; (a) a written confirmation from the Appraiser in form and substance reasonably satisfactory to the Administrative Agent, which shall permit the Administrative Agent to rely on the Appraisals most recently completed pursuant to Section 5.10 of the Credit Agreement as if it were the original recipient thereof or (b) an Appraisal addressed to the Administrative Agent in form and substance reasonably satisfactory to the Administrative Agent; (i) all fees required to be paid, and all reasonable expenses for which invoices have been presented (including the reasonable and documented fees and reasonable, documented, out-refundableof-pocket expenses of legal counsel) required to be paid (including, fully-earned closing in each case, to the Resigning Administrative Agent) (including (i) an upfront fee in cash payable for the account of each Consenting Lender, in an amount equal to $88,721.13 0.25% of the aggregate principal amount of Revolving Commitments held by such Consenting Lender as of the Amendment No. 4 Effective Date and (which amount includes ii) those fees and expenses required to be paid pursuant to the Amended and Restated Engagement Letter, dated as of December 8, 2015, between the Borrower and the Engagement Parties (as defined therein)); (ii) satisfactory evidence that the principal amounts of loans held by existing lenders and all accrued and unpaid interest on interest, fees and other amounts due and owing to the Loan Lenders through the date hereof); (e) repayment of principal of Amendment No. 4 Effective Date required to be paid, at the Loan rates set forth in an amount of not less than $1,000,000 in cash or irrevocable written instruction from the Existing Credit Agreement, by the Borrower in form and substance satisfactory (or the Borrower shall have caused Bank of America to Lender pay, as successor Administrative Agent under the Credit Agreement) to apply not less than $1,000,000 of cash collateral held by Lender as repayment of principal of the Loan; Resigning Administrative Agent (f) the consolidated and consolidating balance sheets and statements of income and cash flows of Merger Sub and its Subsidiaries as at the end of and for the month ended October 31, 2008, in reasonable detail and certified prompt distribution by the chief financial officer (or other officer acceptable to Lender in its sole discretion) of Merger Sub Resigning Administrative Agent, acting as Administrative Agent under the Existing Credit Agreement to the effect that such information is true and complete and fairly presents Existing Lenders under the results of operations and financial condition of Merger Sub and its Subsidiaries as at and for the month ended October 31, 2008; (g) a calculation of Net Worth of POC as of September 30, 2008 with supporting written detail in form and substance acceptable to Lender in its sole discretion, showing Net Worth of POC as of such date (on a consolidated basis) of not less than $3,300,000, certified as true and correct by the chief financial officer of the Borrower; (h) an agreement of subordination and assignment, duly executed and delivered by Rio Vista Operating LLC, in form and substance satisfactory to Lender in its sole discretionExisting Credit Agreement); and (iiii) such partnership or other authorization documents satisfactory evidence that the Borrower has begun a field examination substantially similar to those previously conducted pursuant to Section 5.11 of the Borrower, Credit Agreement. (c) Each of the Guarantors representations and subordinated creditors, warranties made by the Loan Parties in Section 4 shall be true and correct in all material respects (it being understood and agreed that any representation or warranty which by its terms is made as of a specified date shall be required by Lenderto be true and correct in all material respects only as of such specified date, and opinions of counsel that any representation or warranty which is subject to any materiality qualifier or “Material Adverse Effect” shall be required to be true and correct as Lender shall requestqualified).

Effectiveness of Amendment. This Third Amendment shall become effective on as of the date hereof (the “Amendment Effective Date”) on which Lender shall have receivedupon satisfaction of the following conditions precedent: (a) The Administrative Agent (or its counsel) shall have received from Holdings, the Tranche A Borrower and each Lender party to the Existing Bridge Credit Agreement a counterpart of this Third Amendment duly executed by all parties heretoAmendment, signed on behalf of such party (which may include facsimile or other electronic transmission of a signed signature page of this Amendment); (b) The Administrative Agent shall have received a final executed copy of (i) the consents substantially Acquisition Agreement Amendment, which shall be in form and substance reasonably satisfactory to the form attached hereto Arrangers, and (ii) the “Consents”) duly executed by Amendment No. 1 to the Guarantors and subordinated creditors (Amended Credit Agreement dated as of the names of which are set forth on date hereof among the Consents), as applicableparties thereto; (c) an amendment to the MortgageThe Administrative Agent shall have received a certificate, Deed of Trust and Security Agreement dated as of July 26the Amendment Effective Date and signed on behalf of the Tranche A Borrower by a Responsible Officer or a Financial Officer of the Tranche A Borrower, 2007 confirming (i) that all representations and warranties set forth in this Amendment and the other Loan Documents as amendedamended by this Amendment are true and correct in all material respects on and as of the Amendment Effective Date after giving effect to this Amendment, supplemented except that (A) to the extent that any such representation or otherwise modified from time warranty is stated to timerelate solely to an earlier date, such certificate shall confirm that such representation or warranty is true and correct in all material respects as of such earlier date and (B) duly executed with respect to any representation or warranty that is qualified as to “materiality”, “Material Adverse Effect” or similar language, such certificate shall confirm that such representation or warranty is true and delivered by Merger Sub, correct in form all respects; and substance acceptable (ii) no Default or Event of Default exists and is continuing on the Amendment Effective Date after giving effect to Lender in its sole discretionthis Amendment; (d) payment from The Lenders, the Administrative Agent, and the Arrangers shall have received all fees and expenses required to be paid by the applicable Loan Parties (including, without limitation, the reasonable and documented out-of-pocket fees, charges and disbursements of ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, counsel to the Administrative Agent) for which invoices have been presented to the Tranche A Borrower at least 3 Business Days prior to the Amendment Effective Date (or such later date as the Tranche A Borrower shall permit in its reasonable discretion); and (e) The Administrative Agent shall have received an amendment fee for the account of a non-refundable, fully-earned closing fee in cash each Lender party hereto in an amount equal to $88,721.13 (which amount includes all accrued and unpaid interest on the Loan through the date hereof); (e) repayment 0.10% of principal such Lender’s Tranche B Commitment as of the Loan in an amount of not less than $1,000,000 in cash or irrevocable written instruction from the Borrower in form and substance satisfactory to Lender to apply not less than $1,000,000 of cash collateral held by Lender as repayment of principal of the Loan; (f) the consolidated and consolidating balance sheets and statements of income and cash flows of Merger Sub and its Subsidiaries as at the end of and for the month ended October 31, 2008, in reasonable detail and certified by the chief financial officer (or other officer acceptable to Lender in its sole discretion) of Merger Sub to the effect that such information is true and complete and fairly presents the results of operations and financial condition of Merger Sub and its Subsidiaries as at and for the month ended October 31, 2008; (g) a calculation of Net Worth of POC as of September 30, 2008 with supporting written detail in form and substance acceptable to Lender in its sole discretion, showing Net Worth of POC as of such date (on a consolidated basis) of not less than $3,300,000, certified as true and correct by the chief financial officer of the Borrower; (h) an agreement of subordination and assignment, duly executed and delivered by Rio Vista Operating LLC, in form and substance satisfactory to Lender in its sole discretion; and (i) such partnership or other authorization documents of the Borrower, the Guarantors and subordinated creditors, as required by Lender, and opinions of counsel as Lender shall requestAmendment Effective Date.

Effectiveness of Amendment. This Third Amendment shall become effective on the date (the “"Effective Date”") on upon the later of (i) delivery from Borrower to each Bank of a Note in a face amount equal to such Bank's Commitment (as amended by this Amendment) which Lender note shall have received: amend and restate and be in replacement of and substitution for its existing promissory note (asuch amended and restated promissory note, when executed and delivered, shall be deemed one of the Notes for all purposes of the Agreement) and documents relating thereto, (ii) receipt by the Agent of counterparts of this Third Amendment duly signed by each party hereto, (iii) receipt by the Agent of a fully executed by all parties hereto; (b) copy of an Amendment to the consents substantially Pledge Agreement in the form attached hereto of Exhibit B to Amendment No. 2, (iv) receipt by the “Consents”Agent of one or more certificates representing all the issued and outstanding shares of Suprema Northwest and an irrevocable power of attorney with respect to such shares in the form of Exhibit A to the Pledge Agreement, (v) the payment of the fees and expenses set forth in Section 7 of this Amendment, (vi) receipt by the Agent of corporate resolutions and certificates of good standing with respect to Borrower and Guarantor, (vii) receipt by the Agent of such other documents that it shall reasonably request, including without limitation duly executed Uniform Commercial Code financing statements with respect to all Collateral owned by Suprema Northwest, (vii) receipt by the Guarantors and subordinated creditors (the names Agent of which are set forth on the Consents), as applicable; (c) an amendment evidence to the Mortgage, Deed consummation of Trust the Permitted Snake River Transaction and Security Agreement dated as (ix) receipt by the Agent of July 26, 2007 (as amended, supplemented or otherwise modified from time an opinion of counsel to time) duly executed and delivered by Merger Sub, in form and substance acceptable to Lender in its sole discretion; (d) payment from the Borrower of a non-refundable, fully-earned closing fee in cash in an amount equal to $88,721.13 (which amount includes all accrued and unpaid interest on the Loan through the date hereof); (e) repayment of principal of the Loan in an amount of not less than $1,000,000 in cash or irrevocable written instruction from the Borrower in form and substance satisfactory to Lender to apply not less than $1,000,000 of cash collateral held by Lender as repayment of principal of the Loan; (f) the consolidated and consolidating balance sheets and statements of income and cash flows of Merger Sub and its Subsidiaries as at the end of and for the month ended October 31, 2008, in reasonable detail and certified by the chief financial officer (or other officer acceptable to Lender in its sole discretion) of Merger Sub Guarantor substantially similar to the effect that such information is true and complete and fairly presents the results of operations and financial condition of Merger Sub and its Subsidiaries as at and for the month ended October 31, 2008; (g) a calculation of Net Worth of POC as of September 30, 2008 with supporting written detail in form and substance acceptable to Lender in its sole discretion, showing Net Worth of POC as of such date (on a consolidated basis) of not less than $3,300,000, certified as true and correct by the chief financial officer of the Borrower; (h) an agreement of subordination and assignment, duly executed and delivered by Rio Vista Operating LLC, in form and substance satisfactory to Lender in its sole discretion; and (i) such partnership or other authorization documents of the Borrower, the Guarantors and subordinated creditors, as required by Lender, and opinions opinion of counsel as Lender shall requestprovided in connection with Amendment No. 1.

Effectiveness of Amendment. This Third Amendment shall become be effective on as of the first date (the “"Amendment No. 8 Effective Date”") on which Lender shall have received: (a) this Third Amendment duly executed by all parties hereto; (b) the consents substantially in the form attached hereto (the “Consents”) duly executed by the Guarantors and subordinated creditors (the names of which are set forth on the Consents), as applicable; (c) an amendment to the Mortgage, Deed of Trust and Security Agreement dated as of July 26, 2007 (as amended, supplemented or otherwise modified from time to time) duly executed and delivered by Merger Sub, in form and substance acceptable to Lender in its sole discretion; (d) payment from the Borrower of a non-refundable, fully-earned closing fee in cash in an amount equal to $88,721.13 (which amount includes all accrued and unpaid interest on the Loan through the date hereof); (e) repayment of principal each of the Loan in an amount of not less than $1,000,000 in cash or irrevocable written instruction from the Borrower in form and substance satisfactory to Lender to apply not less than $1,000,000 of cash collateral held by Lender as repayment of principal of the Loan; (f) the consolidated and consolidating balance sheets and statements of income and cash flows of Merger Sub and its Subsidiaries as at the end of and for the month ended October 31, 2008, in reasonable detail and certified by the chief financial officer (or other officer acceptable to Lender in its sole discretion) of Merger Sub to the effect that such information following conditions precedent is true and complete and fairly presents the results of operations and financial condition of Merger Sub and its Subsidiaries as at and for the month ended October 31, 2008; (g) a calculation of Net Worth of POC as of September 30, 2008 with supporting written detail in form and substance acceptable to Lender in its sole discretion, showing Net Worth of POC as of such date (on a consolidated basis) of not less than $3,300,000, certified as true and correct by the chief financial officer of the Borrower; (h) an agreement of subordination and assignment, duly executed and delivered by Rio Vista Operating LLCsatisfied, in form and substance satisfactory to the Agent, unless satisfaction thereof is specifically waived in writing by the Agent: (a) The Agent has received each of the following (notice of the acceptance of which is hereby waived), each in form and substance satisfactory to the Agent: (i) four (4) copies of this Amendment duly executed and delivered by each Borrower and the Lender; (ii) the fee described in paragraph 4, below; (iii) a Term Note D in the amount of $2,350,000 in the form of Annex A attached hereto and a Term Note E in the amount of $1,000,000 in the form of Annex B attached hereto, each with appropriate insertions and completions; (iv) the Mortgage for the Real Estate comprising the Bluffton Facility (the "Bluffton Real Estate"), duly executed and in proper form for recording; (v) a fully paid mortgagee title insurance policy or, at the option of the Agent, an unconditional commitment for the issuance thereof with all requirements and conditions to the issuance of the final policy deleted or marked satisfied, issued by a title insurance company satisfactory to the Agent, in an amount equal to not less than $2,000,000, insuring that the Mortgage creates a valid first lien on the Bluffton Real Estate described therein, with no survey exceptions and no other exceptions which the Agent shall not have approved in writing; (vi) such materials and information concerning the Bluffton Facility as the Agent may require, including, without limitation, (a) a current and accurate survey satisfactory to the Agent of the Bluffton Real Estate, certified to the Agent and showing the location of any flood hazard area thereon, (b) zoning letters as to the zoning status of the Bluffton Real Estate, (c) certificates of occupancy covering the Bluffton Real Estate, (d) owner's affidavits as to such matters relating to the Bluffton Real Estate as the Agent or the issuer of any mortgagee title insurance commitment or policy may request, and (e) a Phase II environmental assessment report disclosing results satisfactory to the Agent; (vii) a signed opinion of Blackwell Sanders Peper Martin ▇▇▇, ▇▇▇▇se▇ ▇▇r the Borrowers and the Guarantors, in form and substance satisfactory to the Agent and of such local counsel for the Borrowers and the Guarantors as may be required, opining as to such matters in connection with the transactions contemplated by this Amendment as the Agent may reasonably request; (viii) a certificate of the Secretary or Assistant Secretary of each Borrower and each Guarantor, having attached thereto the articles of incorporation, by-laws and shareholders agreements, if any, of such Person (or, if applicable, containing the certification of such Secretary or Assistant Secretary that no amendment or modification of such organizational documents has become effective since the date on which such documents were last delivered to the Agent and the Lender), that all corporate or action, including shareholders' approval, if necessary, has been taken by such Person and its shareholders to authorize the execution, delivery and performance of this Amendment and the other agreement, instruments and documents contemplated hereby and containing the names and specimen signatures of each of the officers of such Person who is authorized to and will execute and deliver this Amendment and the other agreements, instruments and documents contemplated hereby or, if applicable, to the further effect that the incumbency certificate most recently delivered to the Agent and the Lender remains in its effect, unchanged; (ix) such other agreements, certificates, instruments and other documents as the Lender or the Agent may reasonably request in connection with the transactions contemplated hereby. (b) No action, proceeding, investigation, regulation or legislation shall have been instituted, threatened or proposed before any court, governmental agency or legislative body to enjoin, restrain or prohibit, or to obtain damages in respect of, or which is related to or arises out of the Loan Documents or the consummation of the transactions contemplated thereby; (c) No event shall have occurred and no condition shall exist which is materially adverse, in the Lender's sole discretion, to the assets, liabilities, businesses, operations, condition (financial or otherwise) or prospects of any Borrower; and (id) such partnership All conditions precedent set forth in this Section 2 are satisfied on or other authorization documents of the Borrowerbefore June 3, the Guarantors and subordinated creditors, as required by Lender, and opinions of counsel as Lender shall request2005.

Effectiveness of Amendment. (a) This Third Amendment shall become effective on as of the date hereof (except as to any provision of this Amendment which is stated to have an earlier effective date in which case, upon the “Effective Date”effectiveness of this Amendment, such provision shall be deemed effective as of the date of its stated effectiveness) on which Lender shall have receivedupon receipt by the Agent: (ai) this Third Amendment duly executed by all parties hereto; (b) From the consents substantially in the form attached hereto (the “Consents”) duly executed by the Guarantors and subordinated creditors (the names Loan Parties, of which are set forth on the Consents), as applicable; (c) an amendment opinion of counsel to the Mortgage, Deed of Trust and Security Agreement dated as of July 26, 2007 (as amended, supplemented or otherwise modified from time to time) duly executed and delivered by Merger Sub, in form and substance acceptable to Lender in its sole discretion; (d) payment from the Borrower of a non-refundable, fully-earned closing fee in cash in an amount equal to $88,721.13 (which amount includes all accrued and unpaid interest on the Loan through the date hereof); (e) repayment of principal of the Loan in an amount of not less than $1,000,000 in cash or irrevocable written instruction from the Borrower in form and substance satisfactory to Lender to apply not less than $1,000,000 of cash collateral held by Lender as repayment of principal of the Loan; (f) the consolidated and consolidating balance sheets and statements of income and cash flows of Merger Sub and its Subsidiaries as at the end of and for the month ended October 31, 2008, in reasonable detail and certified by the chief financial officer (or other officer acceptable to Lender in its sole discretion) of Merger Sub to the effect that such information is true and complete and fairly presents the results of operations and financial condition of Merger Sub and its Subsidiaries as at and for the month ended October 31, 2008; (g) a calculation of Net Worth of POC as of September 30, 2008 with supporting written detail in form and substance acceptable to Lender in its sole discretion, showing Net Worth of POC as of such date (on a consolidated basis) of not less than $3,300,000, certified as true and correct by the chief financial officer of the Borrower; (h) an agreement of subordination and assignment, duly executed and delivered by Rio Vista Operating LLCParties, in form and substance satisfactory to Lender in its sole discretion; and Agent, addressing, inter alia, the (i) existence, capacity, and due authorization of the Loan Parties to enter into this Amendment. (ii) From the Loan Parties, of a certificate signed by the Secretary or Assistant Secretary of each Loan Party (or by a similar official of those Loan Parties which are limited liability companies) certifying as to (i) the articles, bylaws, relevant resolutions (or similar documents of those Loan Parties which are limited liability companies), and due authorization to enter into this Amendment, and (ii) the incumbency of the officer or similar official of such partnership Loan Party, and her or his specimen signature, executing this Amendment on its behalf. (iii) From each of the Loan Parties and each of the Lenders, of a counterpart hereof signed by such party or facsimile or other authorization documents written confirmation (in form satisfactory to Agent) that such party has signed a counterpart hereof. (b) Upon the effectiveness hereof, the Credit Agreement shall be amended hereby in accordance with the terms hereof, and this Amendment and the Credit Agreement shall hereafter be one agreement and any reference to the Credit Agreement in any document, instrument, or agreement shall hereafter mean and include the Credit Agreement as amended hereby. In the event of irreconcilable inconsistency between the terms or provisions hereof and the terms or provisions of the BorrowerCredit Agreement, the Guarantors terms and subordinated creditorsprovisions hereof shall control. Except as specifically amended by the provisions hereof, as required the Credit Agreement and all other Loan Documents shall remain in full force and effect and are hereby ratified and confirmed by the parties hereto. Each Lender, and opinions of counsel as Lender shall requestby its execution hereof, hereby consents to this Amendment pursuant to the Credit Agreement.

Effectiveness of Amendment. This Third Amendment shall become effective as of the date hereof on the first date (the “"Amendment Effective Date”") on which Lender shall have received: (a) this Third Amendment duly executed by all parties hereto; (b) the consents substantially Administrative Agent has received an amendment fee, for the Ratable benefit of the Lenders, in the form attached hereto (the “Consents”) duly executed by the Guarantors amount of $50,000 and subordinated creditors (the names of which are set forth on the Consents), as applicable; (c) an amendment to the Mortgage, Deed of Trust and Security Agreement dated as of July 26, 2007 (as amended, supplemented or otherwise modified from time to time) duly executed and delivered by Merger Sub, in form and substance acceptable to Lender in its sole discretion; (d) payment from the Borrower of a non-refundable, fully-earned closing fee in cash in an amount equal to $88,721.13 (which amount includes all accrued and unpaid interest on the Loan through the date hereof); (e) repayment of principal each of the Loan in an amount of not less than $1,000,000 in cash or irrevocable written instruction from the Borrower following, each in form and substance satisfactory to the Administrative Agent (terms defined in the Loan Agreement as amended by this Amendment being used in this Section 4 and Section 5 as so defined) and in a number of copies (other than the allonges to the Notes) sufficient for each Lender: (a) 15 copies of this Amendment duly executed and delivered by the Borrowers, the Required Lenders, Southern Wood and Lodging; (b) an allonge to each Note outstanding under the Loan Agreement, duly executed and delivered by Southern Wood and Lodging; (c) Financing Statements signed by Southern Wood and Lodging in appropriate form for filing in each jurisdiction in which such a filing is required or appropriate to perfect the Security Interest; (d) any landlord or mortgagee acknowledgments or Lien subordination or waiver agreements as the Administrative Agent may request, duly executed and delivered by the respective landlords or mortgagees; (e) an opinion of counsel for the Borrowers as to the due authorization, execution and delivery of this Amendment and the other Loan Documents contemplated hereby to be delivered in connection with the effectiveness hereof by any Loan Party, as to the enforceability of this Amendment, the Loan Agreement as amended hereby and such other Loan Documents, and such other matters as any Lender to apply not less than $1,000,000 of cash collateral held by Lender as repayment of principal of through the LoanAdministrative Agent may reasonably request; (f) certificates as to the consolidated good standing of each of Southern Wood and consolidating balance sheets and statements of income and cash flows of Merger Sub and its Subsidiaries as at the end of and for the month ended October 31, 2008, in reasonable detail and certified by the chief financial officer (or other officer acceptable to Lender Lodging in its sole discretion) jurisdiction of Merger Sub incorporation and in each other jurisdiction in which it is qualified to the effect that such information is true and complete and fairly presents the results of operations and financial condition of Merger Sub and its Subsidiaries transact business as at and for the month ended October 31, 2008a foreign corporation; (g) a calculation certificate of Net Worth the Secretary of POC each Borrower as to and having attached thereto the articles or certificate of September 30, 2008 with supporting written detail in form incorporation and substance acceptable to Lender in its sole discretion, showing Net Worth of POC as bylaws of such Borrower as in effect on the Amendment Effective Date or containing the certification of such Secretary or Assistant Secretary that no amendment or modification of such articles or certificate or bylaws has become effective since the last date (on a consolidated basis) which such documents were delivered to the Lenders pursuant to the Loan Agreement, all corporate action, including shareholders' approval, if necessary, taken by such Borrower and/or its shareholders to authorize the execution, delivery and performance of not less than $3,300,000this Amendment, certified as true and correct by the chief financial officer an incumbency certificate for and specimen signatures of the Borrowerofficers of such Borrower who are authorized to execute this Amendment or to the further effect that the incumbency certificate last delivered to the Lender under the Loan Agreement remains in effect, unchanged; (h) an agreement of subordination and assignment, duly executed and delivered by Rio Vista Operating LLC, a Stock Pledge Agreement in form and substance satisfactory to Lender the Administrative Agent executed by Loewenstein in its sole discretionfavor of the Administrative Agent, pursuant to which Loewenstein pledges all of the issued and outstanding shares of the capital stock of Southern Wood and Lodging as security for the Secured Obligations, together with all certificates and stock powers, undated and in blank, constituting Pledged Shares (as defined therein) required to be delivered by Loewenstein to the Administrative Agent in connection with the execution and delivery of such agreement; (i) updated Schedules or supplements to the Schedules to the Loan Agreement as necessary to reflect accurately as of the Amendment Effective Date the facts purported to be set forth therein; and (ij) such partnership or other authorization agreements, certificates, instruments and other documents of as any Lender through the Borrower, Administrative Agent may reasonably request in connection with the Guarantors and subordinated creditors, as required by Lender, and opinions of counsel as Lender shall requesttransactions contemplated hereby.

Effectiveness of Amendment. This Third Amendment shall become effective on upon satisfaction of the date following conditions precedent (such date, the “Second Amendment Effective Date”) on which Lender shall have received:): (a) receipt by the Administrative Agent of executed signature pages to this Third Amendment duly executed by all parties heretofrom (i) the Borrower, the Holding Company and each Guarantor that is party to the Credit Agreement and (ii) the Required Refinancing Lenders; (b) receipt by the consents substantially in Administrative Agent of a certificate of each Obligor that is a party hereto, dated the form attached hereto (the “Consents”) duly Second Amendment Effective Date and executed by its secretary or assistant secretary, which shall certify the Guarantors resolutions of its board of directors, members or other body authorizing the execution, delivery and subordinated creditors (performance of the names of which are set forth on the Consents), as applicabletransactions contemplated by this Amendment; (c) an amendment receipt by the Administrative Agent of the legal opinion of (i) ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇, P.A., counsel for the Obligors and (ii) such other counsel of the Obligors reasonably satisfactory to the MortgageAdministrative Agent, Deed of Trust and Security Agreement dated as of July 26, 2007 (as amended, supplemented or otherwise modified from time to time) duly executed and delivered by Merger Sub, in form and substance acceptable to Lender in its sole discretion; (d) payment from the Borrower of a non-refundable, fully-earned closing fee in cash in an amount equal to $88,721.13 (which amount includes all accrued and unpaid interest on the Loan through the date hereof); (e) repayment of principal of the Loan in an amount of not less than $1,000,000 in cash or irrevocable written instruction from the Borrower each in form and substance satisfactory to Lender to apply not less than $1,000,000 of cash collateral held by Lender as repayment of principal of the LoanAdministrative Agent; (fd) receipt by (i) the consolidated Lead Arranger and consolidating balance sheets and statements of income and cash flows of Merger Sub and its Subsidiaries as at the end of and Administrative Agent, for the month ended October 31account of each consenting Lender, 2008the fees agreed to be paid to them by the Borrower in connection with this Amendment and (ii) to the Administrative Agent (or its affiliates) all reasonable fees and expenses, including reasonable fees and expenses of counsel to the Administrative Agent, required to be paid or reimbursed by the Borrower in connection with the preparation, execution and delivery of this Amendment (and, in the case of any such expenses, for which invoices in reasonable detail and certified shall have been presented to the Borrower prior to the Second Amendment Effective Date); and (e) receipt by the chief financial officer Administrative Agent of (i) such documents, certificates and other instruments as the Administrative Agent or other officer acceptable to Lender in its sole discretion) of Merger Sub counsel may reasonably request relating to the effect that such information is true organization, existence and complete good standing of the Obligors, the authorization of this Amendment and fairly presents the results of operations transactions contemplated hereby and financial condition of Merger Sub any other legal matters relating to the Obligors, this Amendment, the other Loan Documents and its Subsidiaries as at and for the month ended October 31transactions contemplated hereby, 2008; (g) a calculation of Net Worth of POC as of September 30, 2008 with supporting written detail all in form and substance acceptable reasonably satisfactory to Lender in its sole discretionthe Administrative Agent and (ii) a certificate, showing Net Worth of POC as of such date (on signed by a consolidated basis) of not less than $3,300,000, certified as true and correct by the chief financial senior officer of the Borrower; (h) an agreement of subordination Borrower and assignmenteach other Obligor, duly executed and delivered by Rio Vista Operating LLC, in form and substance satisfactory to Lender in its sole discretion; and (i) such partnership or other authorization documents as of the BorrowerSecond Amendment Effective Date, which shall (x) confirm compliance with Section 5.03(a) of the Guarantors Existing Credit Agreement and subordinated creditors, as required by Lender, and opinions (y) certify that no Default or Event of counsel as Lender Default shall requesthave occurred or be continuing.

Effectiveness of Amendment. This Third Amendment shall become effective (the "Amendment Effective Date") as of the date hereof, on the date (the “Effective Date”) on which Lender the Administrative Agent shall have receivedreceived the following: (a) this Third Amendment duly executed and delivered by all parties heretoeach Borrower and each Lender; (b) a certificate of the consents substantially Secretary of each Borrower as to the articles of incorporation and by-laws of each Borrower, all corporate action, including shareholder approval, if necessary, taken by each Borrower or its shareholders to authorize the transactions contemplated by this Amendment and the incumbency of officers of each Borrower, each as in the form attached hereto (the “Consents”) duly executed by the Guarantors and subordinated creditors (the names of which are set forth effect on the Consents), as applicableAmendment Effective Date; (c) an amendment a certificate of the President or Executive Vice President of LADD ▇▇▇ of the President or a Vice President of each other Borrower stating that, to the Mortgagebest of his knowledge and based on an examination sufficient to enable him to make an informed statement, Deed (a) both with and without giving effect to Amendment, all of Trust the representations and Security warranties made or deemed to be made under the Loan Agreement dated are true and correct in all material respects as of July 26the Amendment Effective Date, 2007 and (as amendedb) both with and without giving effect to this Amendment, supplemented no Default or otherwise modified from time to time) duly executed and delivered by Merger Sub, in form and substance acceptable to Lender in its sole discretionEvent of Default exists; (d) payment from the Borrower of a non-refundable, fully-earned closing fee in cash in an amount equal to $88,721.13 (which amount includes all accrued and unpaid interest on the Loan through the date hereof); (e) repayment of principal Borrowing Base Certificate prepared as of the Loan in an amount of not less than $1,000,000 in cash or irrevocable written instruction from the Borrower in form and substance satisfactory to Lender to apply not less than $1,000,000 of cash collateral held by Lender as repayment of principal last day of the Loan; (f) Fiscal Month immediately preceding the consolidated Amendment Effective Date, duly executed and consolidating balance sheets and statements of income and cash flows of Merger Sub and its Subsidiaries as at the end of and for the month ended October 31, 2008, in reasonable detail and certified by the chief financial officer (or other officer acceptable to Lender in its sole discretion) of Merger Sub to the effect that such information is true and complete and fairly presents the results of operations and financial condition of Merger Sub and its Subsidiaries as at and for the month ended October 31, 2008; (g) a calculation of Net Worth of POC as of September 30, 2008 with supporting written detail in form and substance acceptable to Lender in its sole discretion, showing Net Worth of POC as of such date (on a consolidated basis) of not less than $3,300,000, certified as true and correct delivered by the chief financial officer of LADD, ▇▇monstrating Collateral Availability (as defined in the BorrowerLoan Agreement, as amended by this Amendment) in excess of the aggregate principal amount of Revolving Credit Loans then outstanding of not less than $15,000,000, together with such additional evidence of such Collateral Availability as the Administrative Agent shall require; (he) an agreement a signed opinion of subordination and assignmentKilp▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, duly executed and delivered by Rio Vista Operating LLC▇▇P, counsel for the Borrowers, opining as to such matters in form and substance satisfactory to connection with this Amendment as the Administrative Agent or its counsel or any Lender in its sole discretionmay reasonably request; and (if) such partnership other documents, agreements, certificates or other authorization documents of instruments in connection with this Amendment as the Borrower, the Guarantors and subordinated creditors, as required by Lender, and opinions of counsel as Lender shall Administrative Agent may reasonably request.

Effectiveness of Amendment. (a) This Third Seventh Amendment shall become effective on the date (the “Effective Date”) on which Lender (a) the Administrative Agent shall have received: (a) this Third Amendment duly executed by , all parties hereto; (b) the consents substantially in the form attached hereto (the “Consents”) duly executed by the Guarantors and subordinated creditors (the names of which are set forth on the Consents), as applicable; (c) an amendment to the Mortgage, Deed of Trust and Security Agreement dated as of July 26, 2007 (as amended, supplemented or otherwise modified from time to time) duly executed and delivered by Merger Sub, in form and substance acceptable to Lender in its sole discretion; (d) payment from the Borrower of a non-refundable, fully-earned closing fee in cash in an amount equal to $88,721.13 (which amount includes all accrued and unpaid interest on the Loan through the date hereof); (e) repayment of principal of the Loan in an amount of not less than $1,000,000 in cash or irrevocable written instruction from the Borrower in form and substance satisfactory to Lender to apply not less than $1,000,000 of cash collateral held the Administrative Agent: (i) this Seventh Amendment duly executed by Lender as repayment of principal each of the LoanBorrower, the Lenders (including, without limitation, the New Lender and the Departing Lender) and the Administrative Agent; (fii) the consolidated and consolidating balance sheets and statements of income and cash flows of Merger Sub and its Subsidiaries as at the end of and for the month ended October 31upon request, 2008, in reasonable detail and certified a Note duly executed by the chief financial officer Borrower in favor of the New Lender and each Increasing Lender, reflecting the new or increased (or other officer acceptable to Lender in its sole discretionas applicable) of Merger Sub to the effect that such information is true and complete and fairly presents the results of operations and financial condition of Merger Sub and its Subsidiaries as at and for the month ended October 31, 2008Revolving Line Portion effected hereunder; (giii) a calculation of Net Worth of POC as of September 30the Seventh Amendment Fee Letter - Lenders, 2008 with supporting written detail in form dated on or around the date hereof, between the Administrative Agent and substance acceptable to Lender in its sole discretionthe Borrower (the “Seventh Amendment Fee Letter - Lenders”), showing Net Worth of POC as of such date (on a consolidated basis) of not less than $3,300,000, certified as true and correct duly executed by the chief financial officer of the Borrower; (hiv) an agreement of subordination the Seventh Amendment Fee Letter – Agent, dated on or around the date hereof, between the Administrative Agent and assignmentthe Borrower (the “Seventh Amendment Fee Letter – Agent”), duly executed and delivered by Rio Vista Operating LLC, in form and substance satisfactory to Lender in its sole discretionthe Borrower; and (iv) such partnership or other corporate authorization documents of the Borrower, the Guarantors and subordinated creditors, as required by Lender, and opinions of counsel as the Required Lenders shall require. (b) The Borrower shall have paid to the Administrative Agent in immediately available funds, (i) for the account of the applicable Lenders, the fees set forth in the Seventh Amendment Fee Letter – Lenders, (ii) for its own account, the fees set forth in the Seventh Amendment Fee Letter – Agent, which are required to be paid on or prior to the Effective Date and (iii) all costs and expenses of the Administrative Agent incurred in connection with this Seventh Amendment (including, without limitation, the reasonable legal fees and disbursements of counsel to the Administrative Agent for which an invoice shall have been provided). (c) The Borrower shall have paid to the Administrative Agent for the account of the applicable Lenders (including, without limitation, the Departing Lender), all breakfunding costs (in accordance with Section 2.13 of the Credit Agreement) incurred by each Lender shall request(including, without limitation, the Departing Lender) in connection with the operation of Section 2 above.

Effectiveness of Amendment. This Third Amendment (and the assignments and assumptions described in paragraph 4 hereof) shall become effective on the date (the “"Amendment Effective Date”") on which Lender shall have receivedthe Agent has received the following: (a) counterparts of this Third Amendment executed by the Borrower and each of the Banks, a new Swingline Note payable to SocGen duly executed by all parties heretothe Borrower, and new Revolving Notes payable to each Assuming Bank duly executed by the Borrower; (b) a Certificate of Secretary or Assistant Secretary executed on behalf of the consents substantially Borrower in a form satisfactory to the form attached hereto (Agent which certifies the “Consents”) duly executed by title, authority and true signature of the Guarantors officer of the Borrower executing this Amendment, the new Swingline Note and subordinated creditors (the names new Revolving Notes on behalf of which are set forth on the Consents), as applicableBorrower; (c) an amendment fee for the account of each Bank (other than the Assigning Banks) in an amount equal to .08% of the Mortgage, Deed Revolving Commitment of Trust and Security Agreement dated such Bank as of July 26, 2007 (as amended, supplemented or otherwise modified from time set forth on the revised Schedule 1.01(a) attached to time) duly executed and delivered by Merger Sub, in form and substance acceptable to Lender in its sole discretionthis Amendment; (d) payment from the Borrower of a non-refundable, fully-earned closing fee in cash in an amount for the ratable benefit of the Banks equal to $88,721.13 the sum of (which amount includes i) all accrued and but unpaid interest on account of Revolving Advances (to the Loan through extent not paid in connection with the date hereof)application of the proceeds of the Cardinal Sale described in the Consent Agreement) and (ii) all fees accrued hereunder but unpaid as of such date; (e) repayment evidence that the Cardinal Sale has been, or will be, consummated on and as of principal such date, and that proceeds of the Loan Cardinal Sale, to the extent provided in an amount the Consent Agreement, will be paid directly to the Agent for application against all obligations of not less than $1,000,000 in cash or irrevocable written instruction from the Borrower in form and substance satisfactory connection with the Term Advances and, to Lender to apply not less than $1,000,000 the extent provided in the Consent Agreement, prepayment of cash collateral held by Lender as repayment of principal of the LoanRevolving Advances; (f) a Guarantors Consent duly executed by each Guarantor in substantially the consolidated and consolidating balance sheets and statements form of income and cash flows of Merger Sub and its Subsidiaries as at the end of and for the month ended October 31, 2008, in reasonable detail and certified by the chief financial officer (or other officer acceptable to Lender in its sole discretion) of Merger Sub Annex A to the effect that such information is true and complete and fairly presents the results of operations and financial condition of Merger Sub and its Subsidiaries as at and for the month ended October 31, 2008;Consent Agreement; and (g) a calculation evidence that the Liquidity Agent has received for the benefit of Net Worth of POC as of September 30, 2008 with supporting written detail in form the Liquidity Banks and substance acceptable to Lender in its sole discretion, showing Net Worth of POC as of such date (on a consolidated basis) of not less than $3,300,000, certified as true and correct the Liquidity Agent all amounts owing by the chief financial officer of Borrower in connection with the Borrower; (h) an agreement of subordination and assignment, duly executed and delivered by Rio Vista Operating LLC, in form and substance satisfactory to Lender in its sole discretion; and (i) such partnership or other authorization documents of the Borrower, the Guarantors and subordinated creditors, as required by Lender, and opinions of counsel as Lender shall requestLiquidity Facility.

Effectiveness of Amendment. This Third Sections 1 and 2 of this Amendment shall become effective on as of the first date (the “"Amendment Effective Date”") on which Lender shall all of the following conditions have receivedbeen satisfied: (a) this Third Amendment duly executed by all parties hereto; (b) The Agent shall have received the consents substantially in the form attached hereto (the “Consents”) duly executed by the Guarantors and subordinated creditors (the names of which are set forth on the Consents), as applicable; (c) an amendment to the Mortgage, Deed of Trust and Security Agreement dated as of July 26, 2007 (as amended, supplemented or otherwise modified from time to time) duly executed and delivered by Merger Subfollowing, in form and substance acceptable to Lender in its sole discretion; (d) payment from sufficient copies for all the Borrower of a non-refundable, fully-earned closing fee in cash in an amount equal to $88,721.13 (which amount includes all accrued and unpaid interest on the Loan through the date hereof); (e) repayment of principal of the Loan in an amount of not less than $1,000,000 in cash or irrevocable written instruction from the Borrower in form and substance satisfactory to Lender to apply not less than $1,000,000 of cash collateral held by Lender as repayment of principal of the Loan; (f) the consolidated and consolidating balance sheets and statements of income and cash flows of Merger Sub and its Subsidiaries as at the end of and for the month ended October 31, 2008, in reasonable detail and certified by the chief financial officer (or other officer acceptable to Lender in its sole discretion) of Merger Sub to the effect that such information is true and complete and fairly presents the results of operations and financial condition of Merger Sub and its Subsidiaries as at and for the month ended October 31, 2008; (g) a calculation of Net Worth of POC as of September 30, 2008 with supporting written detail in form and substance acceptable to Lender in its sole discretion, showing Net Worth of POC as of such date (on a consolidated basis) of not less than $3,300,000, certified as true and correct by the chief financial officer of the Borrower; (h) an agreement of subordination and assignment, duly executed and delivered by Rio Vista Operating LLCLenders, in form and substance satisfactory to Lender in its sole discretion; andthe Agent: (i) at least seven copies of this amendment, each duly executed and delivered by the Borrower and the Lenders, and (ii) a certificate of the president or chief financial officer of the Borrower to the effect that after giving effect to this Amendment, (A) all representations and warranties of the Borrower set forth in the Credit Agreement and the other Loan Documents are true and correct on and as of the Amendment Effective Date, and (B) no Default or Event of Default has occurred and is continuing, and such partnership or other authorization documents statements shall be true and there shall be attached to such certificate any amended Schedules to the Credit Agreement necessary to make such statements true. (b) The New Subordinated Debt shall have been issued by the Borrower in an aggregate original principal amount of not less than $125,000,000 at a fixed interest rate per annum not greater than 11-1/4% and repayable as to principal in a single installment not earlier than the tenth anniversary of the date of issuance, pursuant to the 1997 Indenture. The 1997 Indenture, as executed and delivered by the Borrower, shall provide for subordination of the Guarantors New Subordinated Debt to the Loans and Notes on terms and conditions satisfactory to the Agent and the majority Lenders and shall otherwise be in form and substance satisfactory to the Agent. The Agent shall have received evidence satisfactory to it that the amount required to repay the Senior subordinated creditorsDebentures Due 2002 of the Borrower in full, as including premium and accrued interest, if any, thereon, to pay any costs related to such repayment and to pay any costs related to the issuance of the New Subordinated Debt, which costs are payable on issuance thereof, does not exceed an amount equal to the sum of (i) the gross proceeds of the New Subordinated Debt, (ii) and amount equal to the net proceeds to the Borrower of the IPO and (iii) an amount equal to $6,000,000, and that the borrower has given irrevocable instructions so to apply the net proceeds of the New Subordinated Debt, the Borrower's cash and cash equivalents on hand and any Revolving Credit loans made on the Amendment Effective Date. No notice to or approval by any private Person or public entity not already obtained and in full force and effect shall be required by to be obtained before such repayment and termination of the 1992 Indenture are effected. The Agent shall have received copies, in sufficient number for each Lender, of all agreements, instruments, certificates, legal opinions and opinions other documents delivered in connection with the issuance of counsel the New Subordinated Debt, all of which shall be satisfactory in form and substance to the Agent, and the Agent and the Lenders shall be entitled to rely on each such legal opinion (whether as Lender a direct addressee or by a reliance letter from the author thereof). (c) The Agent shall requesthave received such other documents, instruments and certificates as the Agent may reasonably request in connection with the transactions contemplated by this Amendment.

Effectiveness of Amendment. This Third The effectiveness of this Amendment shall become effective on is subject to the date (satisfaction, or waiver, of the “Effective Date”) on which Lender shall have receivedfollowing conditions: (a) the Administrative Agent shall have received this Third Amendment Amendment, duly executed by all parties heretoeach of the Credit Parties, the Administrative Agent and each Lender; (b) (i) the consents substantially Company, Holdings, Ableco and the other parties to the Ableco Commitment Letter shall have entered into and closed the Replacement Term Loan DIP Facility on the terms and conditions set forth in the Ableco Commitment Letter and otherwise on terms and conditions satisfactory to the Administrative Agent in its sole discretion (including, without limitation, an intercreditor agreement, between the Administrative Agent and Ableco in the same form attached hereto as the existing Intercreditor Agreement other than changes thereto in the maximum amounts of the Revolving Credit Facility Cap Amount and the Term Loan Cap Amount (each as defined in the “Consents”Intercreditor Agreement) duly executed by to reflect (x) the Guarantors amounts of the Revolving Commitments (as reduced in Section 1.1(a) of this Amendment) and subordinated creditors (y) the names of which are set forth on the ConsentsReplacement Term Loan DIP Facility), as applicable(ii) the Company shall have delivered executed copies of the definitive documentation in connection with the Replacement Term Loan DIP Facility, and (iii) certain of the proceeds of the Replacement Term Loan DIP Facility shall have been used to repay in full and replace the Term Loan Obligations and to repay all outstanding Revolving Loans and Swing Line Loans; (c) an amendment to the Mortgage, Deed of Trust representations and Security Agreement dated warranties set forth in Section 4 hereof shall be true and correct in all material respects as of July 26, 2007 (as amended, supplemented or otherwise modified from time to time) duly executed and delivered by Merger Sub, in form and substance acceptable to Lender in its sole discretionthe Effective Date; (d) payment from the Borrower of a non-refundable, fully-earned closing fee in cash in an amount equal shall have paid to $88,721.13 (which amount includes all accrued and unpaid interest on the Loan through Administrative Agent the date hereof)Amendment Fee; (e) repayment of principal the Collateral Agent shall have a valid security interest in, and Lien on, 100% of the Loan in an amount voting (and 100% of not less than $1,000,000 in cash the non-voting) Capital Stock of each first-tier Foreign Subsidiary; and (f) the Bankruptcy Court shall have approved, pursuant to one or irrevocable written instruction from the Borrower more orders in form and substance satisfactory to Lender to apply not less than $1,000,000 of cash collateral held by Lender as repayment of principal of the Loan; (f) the consolidated and consolidating balance sheets and statements of income and cash flows of Merger Sub and its Subsidiaries as at the end of and for the month ended October 31, 2008, in reasonable detail and certified by the chief financial officer (or other officer acceptable to Lender in its sole discretion) of Merger Sub to the effect that such information is true and complete and fairly presents the results of operations and financial condition of Merger Sub and its Subsidiaries as at and for the month ended October 31, 2008; (g) a calculation of Net Worth of POC as of September 30, 2008 with supporting written detail in form and substance acceptable to Lender Administrative Agent in its sole discretion, showing Net Worth of POC as of such date (on a consolidated basis) of not less than $3,300,000, certified as true and correct by the chief financial officer of the Borrower; (h) an agreement of subordination and assignment, duly executed and delivered by Rio Vista Operating LLC, in form and substance satisfactory to Lender in its sole discretion; and (i) such partnership the terms of this Amendment, (ii) the payment of all fees and expenses required to be paid by the Borrower hereunder or other authorization documents under the Credit Agreement, including, without limitation, the Amendment Fee, (iii) the continuing Super Priority Nature of Obligations and Lenders’ Liens as set forth in Section 2.24 of the Borrower, Credit Agreement and as more fully set forth and/or provided for in the Guarantors and subordinated creditors, as required by LenderOrders, and opinions of counsel as Lender shall request(iv) the Replacement Term Loan DIP Facility.

Effectiveness of Amendment. This Third Eighth Amendment shall become effective on the date (the “Effective Date”) on which Lender (a) the Administrative Agent shall have received: (a) this Third Amendment duly executed by , all parties hereto; (b) the consents substantially in the form attached hereto (the “Consents”) duly executed by the Guarantors and subordinated creditors (the names of which are set forth on the Consents), as applicable; (c) an amendment to the Mortgage, Deed of Trust and Security Agreement dated as of July 26, 2007 (as amended, supplemented or otherwise modified from time to time) duly executed and delivered by Merger Sub, in form and substance acceptable to Lender in its sole discretion; (d) payment from the Borrower of a non-refundable, fully-earned closing fee in cash in an amount equal to $88,721.13 (which amount includes all accrued and unpaid interest on the Loan through the date hereof); (e) repayment of principal of the Loan in an amount of not less than $1,000,000 in cash or irrevocable written instruction from the Borrower in form and substance satisfactory to Lender to apply not less than $1,000,000 of cash collateral held by Lender as repayment of principal of the Loan; (f) the consolidated and consolidating balance sheets and statements of income and cash flows of Merger Sub and its Subsidiaries as at the end of and for the month ended October 31, 2008, in reasonable detail and certified by the chief financial officer (or other officer acceptable to Lender in its sole discretion) of Merger Sub to the effect that such information is true and complete and fairly presents the results of operations and financial condition of Merger Sub and its Subsidiaries as at and for the month ended October 31, 2008; (g) a calculation of Net Worth of POC as of September 30, 2008 with supporting written detail in form and substance acceptable to Lender in its sole discretion, showing Net Worth of POC as of such date (on a consolidated basis) of not less than $3,300,000, certified as true and correct by the chief financial officer of the Borrower; (h) an agreement of subordination and assignment, duly executed and delivered by Rio Vista Operating LLC, in form and substance satisfactory to Lender in its sole discretion; andAdministrative Agent: (i) such partnership or other authorization documents this Eighth Amendment duly executed by each of the Borrower, the Guarantors Lenders (including, without limitation, the New Lender) and subordinated creditorsthe Administrative Agent; (ii) a Note duly executed by the Borrower, as required by Lenderfor each Lender which shall have requested a Note prior to the date hereof; (iii) such corporate authorization documents, and opinions of counsel and certificates of good standing of the Borrower as the Required Lenders shall require; (iv) payment for the account of the applicable Lenders of all breakfunding costs (in accordance with Section 2.13 of the Credit Agreement) incurred by each Lender in connection with the operation of Section 2 above; (v) a pro forma Borrowing Base Certificate (giving effect to the transactions contemplated under this Eighth Amendment), prepared as of a date not more than eight (8) Business Days prior to the Effective Date; (vi) evidence that there shall requestnot have occurred a Material Adverse Effect since March 26, 2021; and (vii) such documentation as the Administrative Agent shall require (as recommended by local counsel to the Administrative Agent in each relevant jurisdiction) in respect of Collateral located in Switzerland; and (b) the Borrower shall have paid to the Administrative Agent in immediately available funds (i) all costs and expenses of the Administrative Agent incurred in connection with this Eighth Amendment (including, without limitation, the reasonable legal fees and disbursements of counsel to the Administrative Agent for which an invoice shall have been provided), (ii) such fees (which shall be fully earned when paid and non-refundable) for the sole account of Rabobank (as an Increasing Lender) as are required to be paid on or prior to the date hereof pursuant to the Rabobank Fee Letter dated July 16, 2021 between the Borrower and the Administrative Agent, (iii) such fees (which shall be fully earned when paid and non-refundable) for the sole account of the New Lender as are required to be paid on or prior to the date hereof pursuant to the New Lender Fee Letter dated July 16, 2021 between the Borrower and the Administrative Agent and (iv) such fees (which shall be fully earned when paid and non-refundable) for the sole account of Macquarie Bank Limited as are required to be paid on or prior to the date hereof pursuant to the Macquarie Fee Letter dated July 16, 2021 between the Borrower and the Administrative Agent.

Effectiveness of Amendment. This Third (a) Sections 2, 3, 4 and 5 of this Amendment shall become effective on effective, as of the date first above written, upon satisfaction or waiver by the applicable parties of each of the following conditions (the “Effective Date”): (i) on which Lender This Amendment shall have received:been executed and delivered by the Issuer, the Indenture Trustee and each of the Interest Rate Hedge Providers, Series 2012-1 Noteholders and Deal Agents; (aii) Each Interest Rate Hedge Provider shall have received prior written notice of this Third Amendment, such notice setting forth in general terms the substance of this Amendment duly and the proposed form hereof; (iii) The parties hereto (other than the Issuer) shall have received an Officer’s Certificate of the Issuer with respect to the satisfaction of the conditions precedent set forth in this Section 7(a); (iv) The Indenture Trustee shall have received (if requested) an Opinion of Counsel stating that the execution hereof is authorized or permitted by the Indenture; and (v) Issuer shall have executed by all parties hereto;and delivered to each Series 2012-1 Noteholder a fee letter, dated as of the date hereof. (b) Upon the consents substantially in the form attached hereto (the “Consents”) duly executed execution and delivery of this Amendment by the Guarantors parties hereto, this Amendment shall be binding upon and subordinated creditors (inure to the names benefit of which are set forth on the Consents), as applicable;parties hereto and their respective successors and assigns. (c) an amendment Upon the effectiveness of (i) Section 2 of this Amendment, (x) this Amendment shall become a part of the Indenture and (y) each reference in the Indenture to “this Indenture”, or “hereof”, “hereunder” or words of like import, and each reference in any other document to the MortgageIndenture, Deed shall mean and be a reference to the Indenture, as amended or modified hereby, (ii) Section 3 of Trust this Amendment, (x) this Amendment shall become a part of the Supplement and Security (y) each reference in the Supplement to “this Supplement”, or “hereof”, “hereunder” or words of like import, and each reference in any other document to the Supplement, shall mean and be a reference to the Supplement, as amended or modified hereby, (iii) Section 4 of this Amendment, (x) this Amendment shall become a part of the Note Purchase Agreement dated and (y) each reference in the Note Purchase Agreement to “this Agreement”, or “hereof”, “hereunder” or words of like import, and each reference in any other document to the Note Purchase Agreement, shall mean and be a reference to the Note Purchase Agreement, as of July 26, 2007 (as amended, supplemented amended or otherwise modified from time to time) duly executed and delivered by Merger Sub, in form and substance acceptable to Lender in its sole discretion;hereby. (d) payment from the Borrower of a non-refundableExcept as expressly amended or modified hereby, fully-earned closing fee in cash in an amount equal to $88,721.13 (which amount includes all accrued and unpaid interest on the Loan through the date hereof); (e) repayment of principal each of the Loan Indenture, the Supplement and the Note Purchase Agreement shall remain in an amount of not less than $1,000,000 in cash or irrevocable written instruction from the Borrower in form full force and substance satisfactory to Lender to apply not less than $1,000,000 of cash collateral held by Lender as repayment of principal of the Loan; (f) the consolidated effect and consolidating balance sheets is hereby ratified and statements of income and cash flows of Merger Sub and its Subsidiaries as at the end of and for the month ended October 31, 2008, in reasonable detail and certified confirmed by the chief financial officer (or other officer acceptable to Lender in its sole discretion) of Merger Sub to the effect that such information is true and complete and fairly presents the results of operations and financial condition of Merger Sub and its Subsidiaries as at and for the month ended October 31, 2008; (g) a calculation of Net Worth of POC as of September 30, 2008 with supporting written detail in form and substance acceptable to Lender in its sole discretion, showing Net Worth of POC as of such date (on a consolidated basis) of not less than $3,300,000, certified as true and correct by the chief financial officer of the Borrower; (h) an agreement of subordination and assignment, duly executed and delivered by Rio Vista Operating LLC, in form and substance satisfactory to Lender in its sole discretion; and (i) such partnership or other authorization documents of the Borrower, the Guarantors and subordinated creditors, as required by Lender, and opinions of counsel as Lender shall requestparties hereto.

Effectiveness of Amendment. This Third Amendment shall become effective on the date (the “Amendment Effective Date”) on which Lender shall have receivedupon: (a) this Third Amendment duly executed by all parties heretothe effectiveness of the Agreements among Bondholders; (b) the consents substantially in the form attached hereto (the “Consents”) duly executed receipt by the Guarantors and subordinated creditors (Agent of at least $50,000,000 in proceeds from the names issuance of which are set forth on equity by Parent as contemplated by the Consents), as applicableKestrel Agreement; (c) an amendment receipt by the Agent of certified copies of (i) the Agreements among Bondholders and the Kestrel Agreement, none of which shall have been amended, waived or modified in a manner that is adverse to the Mortgageinterests of the Lenders without the consent of the Agent and the Required Lenders, Deed of Trust which consent shall not be unreasonably withheld and Security Agreement dated as of July 26, 2007 (as amended, supplemented or otherwise modified from time to timeii) duly executed and delivered by Merger Sub, in form and substance acceptable to Lender in its sole discretionthe New Parent Indenture; (d) payment from receipt by the Borrower Agent of a non-refundableJoinder Agreement, fully-earned closing fee in cash in an amount equal substantially the same form as Exhibit F to $88,721.13 (which amount includes all accrued and unpaid interest on the Loan through Credit Agreement, executed by the date hereof)General Partner; (e) repayment receipt by the Agent of principal a certificate of an officer of the Loan Borrower to the effect that: 1. no Default or Unmatured Default exists or will occur as a result of the consummation of the Kestrel Transactions or the transactions contemplated by the Agreements among Bondholders; 2. all of the representations and warranties and warranties set forth in an amount Article V of not less than $1,000,000 the Credit Agreement are thereby confirmed, reaffirmed or restated, except to the extent that such representations and warranties expressly relate to a specific earlier date in cash or irrevocable written instruction from which case the Borrower in form or such Loan Party hereby confirms, reaffirms and substance satisfactory restates such representations and warranties as of such earlier date; and 3. contain a calculation of Availability as of a date reasonably acceptable to Lender to apply not less than $1,000,000 of cash collateral held by Lender as repayment of principal of the Loan;Administrative Agent. (f) as of the consolidated and consolidating balance sheets and statements date of income and cash flows of Merger Sub and its Subsidiaries as at the end of and for the month ended October 31, 2008, in reasonable detail and certified receipt by the chief financial officer (or other officer acceptable to Lender in its sole discretion) Agent of: 1. counterparts of Merger Sub to the effect that such information is true and complete and fairly presents the results of operations and financial condition of Merger Sub and its Subsidiaries as at and for the month ended October 31, 2008; (g) a calculation of Net Worth of POC as of September 30, 2008 with supporting written detail in form and substance acceptable to Lender in its sole discretion, showing Net Worth of POC as of such date (on a consolidated basis) of not less than $3,300,000, certified as true and correct by the chief financial officer of the Borrower; (h) an agreement of subordination and assignment, this Amendment duly executed and delivered by Rio Vista Operating LLC, in form and substance satisfactory to Lender in its sole discretion; and (i) such partnership or other authorization documents of the Borrower, the Guarantors other Loan Parties and subordinated creditorsthe requisite Lenders, as submitted by facsimile or electronic submission; 2. an amendment fee, for the account of each Lender that delivers a counterpart of this Amendment on or before 5:00 p.m. New York time on February 3, 2006, equal to 0.09% of its Commitment under the Credit Agreement; and 3. all other fees required by Lenderto be paid, and opinions all expenses for which invoices have been presented (including the reasonable fees and expenses of legal counsel) in connection with the preparation and delivery of this Amendment, including, without limitation, the reasonable fees and disbursements of counsel as Lender shall requestto the Agent.

Effectiveness of Amendment. This Third Amendment shall become effective on upon the date (each of the “Effective Date”) on which Lender shall have receivedfollowing conditions thereto is satisfied: (a) receipt by the Purchasers of counterparts of this Third Amendment duly Amendment, executed and delivered by all each of the parties hereto;, (b) the consents substantially in the form attached hereto (the “Consents”) duly executed receipt by the Guarantors Purchasers of: (i) Certified copies of the resolutions of the Board of Directors of the Company and subordinated creditors (each Guarantor, authorizing the names execution and delivery of which are set forth on the Consents)this Amendment, as applicableand of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Amendment; (cii) a certificate dated the date hereof of the Secretary or an amendment Assistant Secretary and one other officer of the Company (together with such evidence thereof as may be reasonably requested by the Purchasers) certifying that (A) the certificate of such Person previously delivered pursuant to Paragraph 3A(iii)(a) of the MortgageNote Agreement continues to be true, Deed current and correct and (B) the Certificate of Trust Incorporation and Security By-laws of such Person previously delivered pursuant to Paragraph 3A(iv)(a) of the Note Agreement dated continue to be in full force and effect and have not been modified or amended in any respect (in each case, except as of July 26specifically set forth therein, 2007 (as amended, supplemented which modifications or otherwise modified from time to time) duly executed and delivered by Merger Sub, amendments shall be in form and substance acceptable to Lender the Purchasers); (iii) a corporate good standing certificate for the Company from the Secretary of State of New York dated of a recent date; (iv) favorable opinion of ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, Esq., General Counsel of the Company, dated the date hereof, satisfactory to the Purchasers and in its sole discretionform and substance substantially identical to Exhibit E-1 to the Note Agreement. The Company hereby directs such counsel to deliver such opinion(s) and agrees that each Purchaser receiving such an opinion will and is hereby authorized to rely on such opinion; and (v) such additional documents or certificates with respect to legal matters or corporate or other proceedings related to the transactions contemplated hereby as may be reasonably requested by the Purchasers. (c) the representations and warranties contained in Section 2 above shall be true on and as of the date hereof, and there shall exist on the date hereof no Event of Default or Default; (d) payment from the Borrower of Company shall have paid Prudential Investment Management, Inc. (and Prudential Investment Management, Inc. shall have received) on the date hereof a non-refundable, fully-earned closing facility fee in cash in an the amount equal to of $88,721.13 (which amount includes all accrued and unpaid interest on the Loan through the date hereof)15,000; (e) repayment all corporate and other proceedings taken or to be taken in connection with the transactions contemplated hereby and all documents incident thereto shall be satisfactory in substance and form to the Purchasers, the Purchasers shall have received all such counterpart originals or certified or other copies of principal of the Loan in an amount of not less than $1,000,000 in cash or irrevocable written instruction from the Borrower in form and substance satisfactory to Lender to apply not less than $1,000,000 of cash collateral held by Lender such documents as repayment of principal of the Loanit may reasonably request; (f) the consolidated execution and consolidating balance sheets delivery of this Amendment shall (i) not violate any applicable law or governmental regulation (including, without limitation, Section 5 of the Securities Act or Regulation T, U or X of the Board of Governors of the Federal Reserve System) and statements of income and cash flows of Merger Sub and its Subsidiaries as at the end of and for the month ended October 31(ii) shall not subject any Purchaser to any tax, 2008penalty, in reasonable detail and certified by the chief financial officer (liability or other officer acceptable onerous condition under or pursuant to Lender in its sole discretion) of Merger Sub to the effect that such information is true and complete and fairly presents the results of operations and financial condition of Merger Sub and its Subsidiaries as at and for the month ended October 31, 2008any applicable law or governmental regulation; (g) a calculation of Net Worth of POC counsel for the Purchasers shall be satisfied as of September 30to all legal matters relating to this Amendment, 2008 with supporting written detail in form and substance acceptable the Purchasers shall have received from such counsel favorable opinions as to Lender in its sole discretion, showing Net Worth of POC such legal matters as of such date (on a consolidated basis) of not less than $3,300,000, certified as true and correct by the chief financial officer of the Borrower;they may request; and (h) an agreement of subordination the Company shall have made all requests, filings and assignmentregistrations with, duly executed and delivered by Rio Vista Operating LLC, in form obtained all consents and substance satisfactory to Lender in its sole discretion; and (i) such partnership or other authorization documents of the Borrowerapprovals from, the Guarantors relevant national, state, local or foreign jurisdiction(s), or any administrative, legal or regulatory body or agency thereof, that are necessary in connection with this Amendment and subordinated creditors, as required by Lenderany and all other documents relating hereto, and opinions of counsel as Lender shall requestthe transactions contemplated hereby.

Effectiveness of Amendment. This Third Amendment and the amendments contained herein shall become effective on the date (the “Amendment Effective Date”) on which Lender when each of the conditions set forth below shall have receivedbeen fulfilled to the satisfaction of the Administrative Agent: (a) The Administrative Agent shall have received counterparts of this Third Amendment duly executed by all parties hereto; (b) the consents substantially in the form attached hereto (the “Consents”) duly executed by the Guarantors and subordinated creditors (the names of which are set forth on the Consents), as applicable; (c) an amendment to the Mortgage, Deed of Trust and Security Agreement dated as of July 26, 2007 (as amended, supplemented or otherwise modified from time to time) duly executed and delivered by Merger Sub, in form and substance acceptable to Lender in its sole discretion; (d) payment from the Borrower of a non-refundable, fully-earned closing fee in cash in an amount equal to $88,721.13 (which amount includes all accrued and unpaid interest on the Loan through the date hereof); (e) repayment of principal of the Loan in an amount of not less than $1,000,000 in cash or irrevocable written instruction from the Borrower in form and substance satisfactory to Lender to apply not less than $1,000,000 of cash collateral held by Lender as repayment of principal of the Loan; (f) the consolidated and consolidating balance sheets and statements of income and cash flows of Merger Sub and its Subsidiaries as at the end of and for the month ended October 31, 2008, in reasonable detail and certified by the chief financial officer (or other officer acceptable to Lender in its sole discretion) of Merger Sub to the effect that such information is true and complete and fairly presents the results of operations and financial condition of Merger Sub and its Subsidiaries as at and for the month ended October 31, 2008; (g) a calculation of Net Worth of POC as of September 30, 2008 with supporting written detail in form and substance acceptable to Lender in its sole discretion, showing Net Worth of POC as of such date (on a consolidated basis) of not less than $3,300,000, certified as true and correct by the chief financial officer of the Borrower; (h) an agreement of subordination and assignmentAmendment, duly executed and delivered by Rio Vista Operating LLC, in form and substance satisfactory to Lender in its sole discretion; and (i) such partnership or other authorization documents on behalf of the Borrower, the Guarantors other Loan Parties, the Administrative Agent and subordinated creditorsthe Lenders party hereto, the Supplement and Joinder, duly executed and delivered on behalf of the Borrower, the other Loan Parties, the Administrative Agent and the Lenders party thereto, as required well as allonges to the Revolving Credit Notes or amended and restated Revolving Credit Notes and/or new Revolving Credit Notes, in the principal amount of each Revolving Loan Lender’s Revolving Commitment (after giving effect to this Amendment and the Supplement and Joinder), duly executed by Lenderthe parties thereto, and opinions all other Loan Documents or other documents, instruments and certificates required hereby or thereby (collectively, the “Modification Documents”). (b) After giving effect to this Amendment and the other Modification Documents, no event shall have occurred and be continuing that constitutes a Default or an Event of Default. (c) All representations and warranties of the Borrower contained in the Credit Agreement, and all representations and warranties of each other Loan Party in each Loan Document to which it is a party, shall be true and correct in all material respects (or, if qualified by materiality, in all respects) at the Amendment Effective Date as if made on and as of such Amendment Effective Date (except to the extent stated to relate to a specific earlier date, in which case such representations and warranties shall be true and correct in all material respects (or, if qualified by materiality, in all respects) as of such earlier date). (d) The Borrower shall have delivered to the Administrative Agent a certificate of the Secretary or Assistant Secretary of each Loan Party in form and substance reasonably acceptable to the Administrative Agent, attaching and certifying copies of its bylaws and of the resolutions of its boards of directors, or comparable organizational documents and authorizations, authorizing the execution, delivery and performance of the Modification Documents to which it is a party and certifying the name, title and true signature of each officer of such Loan Party executing the Modification Documents to which it is a party. (e) The Administrative Agent (or its counsel) shall have received a favorable written opinion of ▇▇▇▇▇ Lovells US LLP, counsel to the Loan Parties, and ▇▇▇▇, Plant, ▇▇▇▇▇, ▇▇▇▇▇ & ▇▇▇▇▇▇▇, P.A., local Minnesota counsel to the Loan Parties, in each case, addressed to the Administrative Agent and each of the Lenders, and covering such matters relating to the Loan Parties, this Amendment, the other Modification Documents and the transactions contemplated herein and therein as Lender the Administrative Agent or the Required Lenders shall reasonably request. (f) The Administrative Agent (or its counsel) shall have received the results of a search of the Uniform Commercial Code filings (or equivalent filings) made with respect to the Loan Parties in the states (or other jurisdictions) of formation of such Persons, and to the extent requested by the Administrative Agent, in which the chief executive office of each such Person is located and in the other jurisdictions in which such Persons maintain property or do business, together with copies of the financing statements (or similar documents) disclosed by such search, and accompanied by evidence satisfactory to the Administrative Agent that the Liens indicated in any such financing statement (or similar document) would be permitted by Section 7.2 of the Credit Agreement or have been or will be contemporaneously released or terminated.

Effectiveness of Amendment. This The effectiveness of this Amendment is subject to the satisfaction of each of the following conditions (the date on which such conditions shall have been so satisfied, the “Third Amendment shall become effective on the date (the “Effective Date”) on which Lender ). 5.1 the Agent shall have receivedreceived the following: (a) this all fees required to be paid, and all expenses for which invoices have been presented at least one Business Day prior to the Third Amendment duly executed by all parties heretoEffective Date (including the reasonable fees and expenses of legal counsel) required to be paid; (b) executed counterparts from each Loan Party of the consents Guarantee and Collateral Acknowledgement substantially in the form attached hereto (the “Consents”) duly executed by the Guarantors and subordinated creditors (the names of which are set forth on the Consents), as applicableExhibit A; (c) an amendment executed counterparts of this Amendment from Holdings, the Borrower, each Additional New Tranche B Term Lender and the Required Lenders (provided that the Required Lenders shall be comprised solely of Lenders that are parties to the MortgageCredit Agreement immediately prior to the Third Amendment Effective Date); (d) such documents and certificates as the Agent or its counsel may reasonably request relating to the organization, Deed existence and good standing of Trust each Loan Party, the authorization of this Amendment, the Additional New Tranche B Commitments and Security Agreement the Additional New Tranche B Term Loans and any other legal matters relating to the Loan Parties, the Loan Documents, the Additional New Tranche B Commitments or the Additional New Tranche B Term Loans (including, without limitation, certified resolutions from the board of directors, members or other similar body of each Loan Party authorizing the execution, delivery and performance of the Amendment), all in form and substance reasonably satisfactory to the Agent; (e) the legal opinion, dated the Third Amendment Effective Date, of (i) Ropes & ▇▇▇▇ LLP, counsel to the Loan Parties and (ii) the General Counsel of the Borrower. Each such legal opinion shall cover such customary matters incidental to the Amendment as the Agent may request and shall be addressed to the Agent and the Lenders; (f) a certificate, dated the Third Amendment Effective Date and signed by the president or a vice president of July 26, 2007 (as amended, supplemented the Borrower or otherwise modified from time to time) duly executed and delivered by Merger Suba Financial Officer, in form and substance acceptable reasonably satisfactory to Lender in its sole discretion; (d) payment from the Borrower of a non-refundableAgent, fully-earned closing fee in cash in an amount equal to $88,721.13 (which amount includes all accrued and unpaid interest on together with such other evidence reasonably requested by the Loan through Lenders, confirming the date hereof); (e) repayment of principal solvency of the Loan in an amount of not less than $1,000,000 in cash or irrevocable written instruction from the Borrower in form and substance satisfactory to Lender to apply not less than $1,000,000 of cash collateral held by Lender as repayment of principal of the Loan; (f) the Parties on a consolidated and consolidating balance sheets and statements of income and cash flows of Merger Sub and its Subsidiaries as at the end of and for the month ended October 31, 2008, in reasonable detail and certified by the chief financial officer (or other officer acceptable to Lender in its sole discretion) of Merger Sub basis after giving effect to the effect that such information is true Additional New Tranche B Commitments and complete and fairly presents the results of operations and financial condition of Merger Sub and its Subsidiaries as at and for the month ended October 31, 2008;Additional New Tranche B Term Loans; and (g) a calculation certificate, dated the Third Amendment Effective Date and signed by the president or a vice president of Net Worth the Borrower or a Financial Officer, documenting the Borrower’s compliance with the conditions set forth in Sections 5.2, 5.3 and 5.4. 5.2 At the time of POC and immediately after giving effect to this Amendment, no Default or Event of Default shall have occurred and be continuing. 5.3 Each of the representations and warranties of each Loan Party set forth in the Loan Documents shall be true and correct in all material respects (except to the extent any such representation or warranty is qualified by “materially”, “Material Adverse Effect” or a similar term, in which case such representation and warranty shall be true and correct in all respects) on and as of September 30the Third Amendment Effective Date, 2008 with supporting written detail except to the extent such representations and warranties expressly relate to an earlier date (in form which case such representations and substance acceptable warranties shall be true and correct in all material respects (except to Lender the extent any such representation or warranty is qualified by “materially”, “Material Adverse Effect” or a similar term, in its sole discretion, showing Net Worth of POC which case such representation and warranty shall be true and correct in all respects) as of such date (earlier date). 5.4 At the time of and immediately after giving effect to this Amendment, the Borrower shall be in compliance on a consolidated basis) of not Pro Forma Basis with the Financial Performance Covenant (such covenant to be applied even if no Revolving Loan or Swingline Loan and less than $3,300,000, certified as true and correct by the chief financial officer 7.5 million of the Borrower; (h) an agreement of subordination and assignment, duly executed and delivered by Rio Vista Operating LLC, in form and substance satisfactory to Lender in its sole discretion; and (i) such partnership or other authorization documents of the Borrower, the Guarantors and subordinated creditors, as required by Lender, and opinions of counsel as Lender shall requestLC Exposure is outstanding).

Effectiveness of Amendment. This Third Amendment shall become be effective on as of the first date (the “"Amendment No. 2 Effective Date”") on which Lender shall have received: (a) this Third Amendment duly executed by all parties hereto; (b) the consents substantially in the form attached hereto (the “Consents”) duly executed by the Guarantors and subordinated creditors (the names of which are set forth on the Consents), as applicable; (c) an amendment to the Mortgage, Deed of Trust and Security Agreement dated as of July 26, 2007 (as amended, supplemented or otherwise modified from time to time) duly executed and delivered by Merger Sub, in form and substance acceptable to Lender in its sole discretion; (d) payment from the Borrower of a non-refundable, fully-earned closing fee in cash in an amount equal to $88,721.13 (which amount includes all accrued and unpaid interest on the Loan through the date hereof); (e) repayment of principal Agent has received each of the Loan in an amount of not less than $1,000,000 in cash or irrevocable written instruction from the Borrower following, each in form and substance satisfactory to Lender to apply not less than $1,000,000 the Agent (terms defined in the Loan Agreement as amended by this Amendment being used in this Section 2 as so defined) and in a number of cash collateral held copies sufficient for each Lender: (a) four (4) copies of this Amendment duly executed and delivered by Lender as repayment of principal of each Borrower and the LoanRequired Lenders; (fb) a certificate of the consolidated and consolidating balance sheets and statements secretary or of income and cash flows an assistant secretary of Merger Sub and its Subsidiaries as at each Borrower having attached thereto the end constituent documents of and for the month ended October 31, 2008, in reasonable detail and certified by the chief financial officer such Borrower (or other containing the certification of said officer acceptable to Lender in its sole discretion) of Merger Sub that such constituent documents have not been amended or modified since last delivered to the effect that Lenders pursuant to the Loan Agreement), a copy of any corporate resolutions or evidence of any other corporate or other action taken by such information is true Borrower to authorize the execution and complete delivery of this Amendment and fairly presents performance of its obligations under the results Loan Agreement as amended by this Amendment, and a listing of operations the names of the officers of such Borrower, and financial condition their specimen signatures, authorized to execute and deliver this Amendment and any related Loan Documents on behalf of Merger Sub and its Subsidiaries as at and for the month ended October 31, 2008such Borrower; (gc) a calculation certificate of Net Worth the president of POC as of September 30, 2008 with supporting written detail in form and substance acceptable to Lender in its sole discretion, showing Net Worth of POC as of such date (on a consolidated basis) of not less than $3,300,000, certified as true and correct by each Borrower or the chief financial officer of each Borrower to the Borrowereffect that, after giving effect to this Amendment, the representations and warranties of the Borrowers set forth in the Loan Agreement are true and correct in all material respects, and that no Default or Event of Default exists; (hd) an agreement of subordination such other agreements, certificates, instruments and assignment, duly executed and delivered by Rio Vista Operating LLC, other documents as any Lender through the Agent may reasonably request in form and substance satisfactory to Lender in its sole discretionconnection with the transactions contemplated hereby; and (ie) such partnership or other authorization documents counterparts of the Borrowerthat certain Amendment No. 2 to Reimbursement Agreement by and between ▇▇▇▇▇▇▇ and Agent signed by ▇▇▇▇▇▇▇, the Guarantors and subordinated creditors, all as required by Lenderin said Amendment No. 2 to Reimbursement Agreement, together with all other sums and opinions items required therein to be delivered to Agent as conditions to the effectiveness of counsel as Lender shall requestsaid Amendment No. 2 to Reimbursement Agreement.

Effectiveness of Amendment. This Third Amendment shall become effective on the date (the “Effective Date”) on which Lender shall have received: (a) this Third Amendment duly executed by all parties hereto; (b) upon the consents substantially in satisfaction of each of the form attached hereto (the “Consents”) duly executed by the Guarantors and subordinated creditors (the names of which are set forth on the Consents), as applicable; (c) an amendment to the Mortgage, Deed of Trust and Security Agreement dated as of July 26, 2007 (as amended, supplemented or otherwise modified from time to time) duly executed and delivered by Merger Subfollowing conditions, in form each case in a manner and substance acceptable to Lender in its sole discretion; (d) payment from the Borrower of a non-refundable, fully-earned closing fee in cash in an amount equal to $88,721.13 (which amount includes all accrued and unpaid interest on the Loan through the date hereof); (e) repayment of principal of the Loan in an amount of not less than $1,000,000 in cash or irrevocable written instruction from the Borrower in form and substance satisfactory to Lender to apply not less than $1,000,000 of cash collateral held by Lender as repayment of principal of the Loan;Administrative Agent: (fa) the consolidated and consolidating balance sheets and statements of income and cash flows of Merger Sub and its Subsidiaries as at the end of and for the month ended October 31, 2008, in reasonable detail and certified by the chief financial officer (or other officer acceptable to Lender in its sole discretion) of Merger Sub to the effect that such information is true and complete and fairly presents the results of operations and financial condition of Merger Sub and its Subsidiaries as at and for the month ended October 31, 2008; (g) a calculation of Net Worth of POC as of September 30, 2008 with supporting written detail in form and substance acceptable to Lender in its sole discretion, showing Net Worth of POC as of such date (on a consolidated basis) of not less than $3,300,000, certified as true and correct by the chief financial officer of the Borrower; (h) an agreement of subordination and assignment, This Amendment shall have been duly executed and delivered by Rio Vista Operating LLCeach of the Borrowers, the Administrative Agent and the Required Lenders and shall be in full force and effect; (b) The Administrative Agent shall have received evidence that each of XNI and CX has entered into a security agreement (the “New Subsidiary Security Agreement”) with the Administrative Agent for the benefit of the Administrative Agent and the Lenders, in form and substance satisfactory to Lender the Administrative Agent; (c) The Administrative Agent shall have received from each of XNI and CX a duly completed Perfection Certificate in its sole discretionthe form prescribed by the New Subsidiary Security Agreement; (d) The Administrative Agent shall have received evidence that each of XNI and CX has executed a guaranty (the “New Subsidiary Security Guaranty”) in favor of the Administrative Agent for the benefit of the Administrative Agent and the Lenders, in form and substance satisfactory to the Administrative Agent; (e) The Administrative Agent shall have received evidence that XCI has entered into a stock pledge agreement (the “New Pledge Agreement” and, together with the New Subsidiary Security Agreement and the New Subsidiary Guaranty, the “New Security Documents”) with the Administrative Agent for the benefit of the Administrative Agent and the Lenders, together with (i) original stock certificates representing 100% of the capital stock owned by XCI and (ii) instruments of assignment duly executed in blank, in each case in form and substance satisfactory to the Administrative Agent; (f) The Administrative Agent shall have received each of the Distribution Notes, together with duly executed instruments of endorsement; (g) The Administrative Agent shall have received from the Secretary of each of the XNI, CX and XCI a copy, certified by such Secretary to be true and complete as of such date, of the resolutions of such entities Board of Directors or other management authorizing, to the extent it is a party thereto, the execution, delivery and performance of this Amendment and such other documents contemplated hereby; (h) The Administrative Agent shall have received favorable legal opinions addressed to the Administrative Agent and the Lenders, dated as of the date hereof, in form and substance satisfactory to the Administrative Agent, from counsel to XNI, CX and XCI, concerning corporate or other applicable entity authority matters and the enforceability of each of this Amendment and each of the New Security Documents, and concerning such other matters as the Administrative Agent may request; (i) The Borrowers shall have paid to the Administrative Agent, for the pro rata accounts of the Lenders, an amendment fee in the principal amount of $100,000; and (ij) The Administrative Agent shall have received such partnership other items, documents, agreements or other authorization documents of actions as the Borrower, Administrative Agent may reasonably request in order to effectuate the Guarantors and subordinated creditors, as required by Lender, and opinions of counsel as Lender shall requesttransactions contemplated hereby.

Effectiveness of Amendment. (a) This Third Amendment shall become effective on upon the date (the “Effective Date”) on which Lender shall have received: (a) this Third Amendment duly executed by all parties hereto; (b) the consents substantially in the form attached hereto (the “Consents”) duly executed by the Guarantors and subordinated creditors (the names of which are set forth on the Consents), as applicable; (c) an amendment to the Mortgage, Deed of Trust and Security Agreement dated as of July 26, 2007 (as amended, supplemented or otherwise modified from time to time) duly executed and delivered by Merger Sub, in form and substance acceptable to Lender in its sole discretion; (d) payment from the Borrower of a non-refundable, fully-earned closing fee in cash in an amount equal to $88,721.13 (which amount includes all accrued and unpaid interest on the Loan through the date hereof); (e) repayment of principal satisfaction of the Loan in an amount of not less than $1,000,000 in cash or irrevocable written instruction from the Borrower following conditions, each in form and substance satisfactory to Lender IFC: ​ (i) the execution and delivery hereof by each of the Borrower and IFC; (ii) acceptance of all the terms of this Amendment by all of the Participants in the B Loan under the Existing Loan Agreement (for the avoidance of doubt, without ​ ​ ​ further amendments to apply not less than $1,000,000 of cash collateral held the IFC Financing Documents and the agreements entered into between IFC and the Participants); ​ (iii) payment by Lender as repayment the Borrower to IFC of: ​ (A) the installment of principal of the Loan;B Loan payable on the Interest Payment Date falling on December 15, 2021, together with related accrued interest; ​ (fB) the consolidated 2021 Upfront Fee; ​ (C) the fee payable pursuant to the 2021 Fee Letter; ​ (D) any past arrears of the Loan and consolidating balance sheets any fees and statements of income expenses due under the Existing Loan Agreement, to the extent not paid in connection with paragraph (A) above, as notified to the Borrower by IFC; and (E) IFC’s and cash flows of Merger Sub the Participants’ costs and its Subsidiaries expenses incurred in relation to this Amendment and the changes to the repayment schedule contemplated hereby, as at notified to the end of and Borrower by IFC (including, for the month ended October 31avoidance of doubt, 2008, in reasonable detail any applicable unwinding costs incurred by IFC and certified by the chief financial officer (Participants as a result of determining or other officer acceptable to Lender in its sole discretion) of Merger Sub to the effect that such information is true and complete and fairly presents the results of operations and financial condition of Merger Sub and its Subsidiaries as at and implementing LIBOR for the month ended October 31, 2008;Rolled-Over Interest Periods); and ​ (giv) a calculation of Net Worth of POC as of September 30, 2008 with supporting written detail in form and substance acceptable to Lender in its sole discretion, showing Net Worth of POC as of such date (on a consolidated basis) of not less than $3,300,000, certified as true and correct by the chief financial officer of the Borrower; (h) an agreement of subordination and assignment, duly executed and delivered by Rio Vista Operating LLCIFC’s receipt, in form and substance satisfactory to Lender it, of (A) a legal opinion addressed to IFC from counsel to the Borrower in its sole discretion; andthe Country, covering the Argentine law matters relating to the transactions contemplated by this Amendment as IFC may reasonably request, and (B) a legal opinion addressed to IFC from Becker, Glynn, ▇▇▇▇▇▇, Chassin & ▇▇▇▇▇▇▇▇ LLP, IFC’s special counsel in New York, covering the New York Law aspects of the transactions contemplated by this Amendment as IFC may reasonably request. (ib) such partnership or other authorization documents IFC shall deliver a notice to the Borrower confirming satisfaction of the Borrowerconditions under subsection (a) above. From and after the effectiveness thereof, the Guarantors Existing Loan Agreement as hereby amended shall remain in full force and subordinated creditorseffect and is hereby ratified and confirmed in all respects. All references in the Existing Loan Agreement to “herein,” the “Agreement,” or similar terms shall refer to the Existing Loan Agreement as amended hereby. (c) Any other provision hereof to the contrary notwithstanding, as required if this Amendment shall not have become effective by LenderDecember 20, 2021, this Amendment shall be null and void and of no further effect, and opinions of counsel as Lender the Existing Loan Agreement shall requestremain in full force and effect, unaffected hereby.

Effectiveness of Amendment. This Third Amendment shall Amendment, including the Amended and Restated Credit Agreement, will become effective on the first date (the “Restatement Effective Date”) on which Lender each of the following conditions shall have receivedbe satisfied: (a) the Administrative Agent (or its counsel) shall have received from (i) each Borrower, (ii) each Tranche D Term Lender and (iii) each Required Lender (as defined under the Existing Credit Agreement), either (A) counterparts of this Third Amendment duly executed by all signed on behalf of such parties heretoor (B) written evidence satisfactory to the Administrative Agent (which may include facsimile or other electronic transmissions of signed signature pages) that such parties have signed counterparts of this Amendment; (b) each Credit Party (other than the consents substantially Foreign Credit Parties organized under the Laws of (i) the Cayman Islands and (ii) England and Wales in the United Kingdom, except for the UK Borrower and Compass Minerals (Europe) Limited) shall have executed and delivered to the Administrative Agent a reaffirmation agreement ratifying all the Security Documents to which it is a party, each in form attached hereto (and substance reasonably satisfactory to the “Consents”) duly executed by the Guarantors and subordinated creditors (the names of which are set forth on the Consents), as applicableAdministrative Agent; (c) an amendment to the Mortgage, Deed of Trust representations and Security Agreement dated warranties set forth in Section 4 above shall be true and correct on and as of July 26the Restatement Effective Date and the Administrative Agent shall have received a certificate from the US Borrower dated the Restatement Effective Date signed by an Authorized Officer certifying (i) that the representations and warranties set forth in Section 4 above are true and correct as of the Restatement Effective Date, 2007 (ii) that the requirements set forth in this Section 5 have been satisfied as amended, supplemented or otherwise modified from time to timeof the Restatement Effective Date and (iii) duly executed the conditions precedent in clause (d) and delivered by Merger Sub, in form and substance acceptable to Lender in its sole discretion(e) below have been satisfied as of the Restatement Effective Date; (d) payment from the Borrower of a non-refundable, fully-earned closing fee in cash in an amount equal to $88,721.13 (which amount includes all accrued and unpaid interest on the Loan through Restatement Effective Date, there shall be no actions, suits, proceedings or investigations pending or threatened (i) with respect to this Amendment or the date hereof)Transactions, (ii) with respect to the Existing Credit Agreement Indebtedness or (iii) that is reasonably likely to have (A) a Material Adverse Effect or (B) a material adverse effect on the Transactions, on the rights or remedies of the Lenders or the Administrative Agent hereunder or under any other Credit Document or on the ability of any Credit Party to perform its respective obligations to the Lenders or the Administrative Agent hereunder or under any other Credit Document; (e) repayment of principal on the Restatement Effective Date, (i) all necessary and material governmental (domestic and foreign), regulatory and third party approvals in connection with the Transactions, any Existing Credit Indebtedness or the transactions contemplated by the Documents and otherwise referred to herein or therein shall have been obtained and remain in full force and effect and, to the extent reasonably requested by the Administrative Agent, evidence thereof shall have been provided to the Administrative Agent and (ii) there shall not exist any judgment, order, injunction or other restraint issued or filed or a hearing seeking injunctive relief or other restraint pending or notified prohibiting or imposing materially adverse conditions upon, or materially delaying, or making economically unfeasible, the consummation of the Loan in an amount of not less than $1,000,000 in cash Transactions or irrevocable written instruction from the Borrower in form and substance satisfactory to Lender to apply not less than $1,000,000 of cash collateral held by Lender as repayment of principal making of the LoanTranche D Term Loans; (f) the consolidated Administrative Agent shall have received opinions, addressed to the Administrative Agent, the Collateral Agent and consolidating balance sheets each of the Lenders and statements of income and cash flows of Merger Sub and its Subsidiaries as at dated the end of and for the month ended October 31, 2008Restatement Effective Date, in reasonable detail and certified by the chief financial officer (or other officer acceptable to Lender in its sole discretion) of Merger Sub to the effect that such information is true and complete and fairly presents the results of operations and financial condition of Merger Sub and its Subsidiaries as at and for the month ended October 31, 2008; (g) a calculation of Net Worth of POC as of September 30, 2008 with supporting written detail each case in form and substance acceptable reasonably satisfactory to Lender the Administrative Agent, from (i) ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, special counsel to the Credit Parties, (ii) Fasken ▇▇▇▇▇▇▇▇▇ DuMoulin LLP, special Canada counsel to the Credit Parties, (iii) DLA Piper UK LLP, special English counsel to the Credit Parties, (iv) ▇▇▇▇▇ & ▇▇▇▇▇ Luxembourg, special Luxembourg counsel to the Credit Parties, (v) ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, special Canada counsel to the Credit Parties, (vi) ▇▇▇▇▇▇▇▇ Chance Luxembourg, special Luxembourg counsel to the Administrative Agent, (vii) ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ LLP, special Canada counsel to the Administrative Agent, (viii) ▇▇▇▇▇ & Overy (UK), special English counsel to the Administrative Agent and (ix) local counsel to the Credit Parties in its sole discretionIllinois, showing Net Worth Kansas, Louisiana, Utah and Wisconsin in the United States; (i) the Administrative Agent shall have received from each Credit Party (other than the Foreign Credit Parties organized under the Laws of POC as (x) the Cayman Islands and (y) England and Wales in the United Kingdom, except for the UK Borrower and Compass Minerals (Europe) Limited) a certificate, dated the Restatement Effective Date, signed by an Authorized Officer of such date Credit Party (on a consolidated basisor, in the case of any Foreign Credit Party, an authorized signatory thereof as permitted under applicable law and the relevant charter documents of such Foreign Credit Party), and attested to by the secretary or any assistant secretary of such Credit Party (or, in the case of any Foreign Credit Party, another authorized signatory thereof as permitted under applicable law and the relevant charter documents of such Foreign Credit Party), in substantially the form of Exhibit C of the Existing Credit Agreement with the appropriate insertions, together with copies of the certificate or articles of incorporation, certificate of formation, operating agreements and by-laws (or equivalent organizational documents) of not less than $3,300,000such Credit Party (the “Organizational Documents”) and the resolutions of such Credit Party referred to in such certificate and each of the foregoing shall be in form and substance reasonably satisfactory to the Administrative Agent; provided that, certified as in lieu of delivering the Organizational Documents required above, the Borrowers may deliver a certificate of an authorized signatory thereof certifying that the Organizational Documents that were previously delivered to the Administrative Agent in connection with the 2010 Transaction (A) are the true and correct copies of such Organizational Documents, (B) there have been no amendments to such Organizations Documents since such delivery and (C) are in full force and effect on the Restatement Effective Date and (ii) all Company and legal proceedings and all instruments and agreements in connection with the Transactions shall be reasonably satisfactory in form and substance to the Administrative Agent, and the Administrative Agent shall have received all information and copies of all certificates, documents and papers, including good standing certificates, bring-down certificates and any other records of Company proceedings and governmental approvals, if any, that the Administrative Agent reasonably may have requested in connection therewith, such documents and papers, where appropriate, to be certified by the chief financial officer of the Borrowerproper Company or governmental authorities; (h) the Administrative Agent shall have received a completed Perfection Certificate, dated the Restatement Effective Date and signed by an agreement Authorized Officer of subordination the US Borrower, together with all attachments contemplated thereby, including the results of a search of the Uniform Commercial Code (or equivalent) filings made with respect to the Credit Parties in the jurisdictions contemplated by the Perfection Certificate and assignmentcopies of the financing statements (or similar documents) disclosed by such search and evidence reasonably satisfactory to the Administrative Agent that the Liens indicated by such financing statements (or similar documents) are permitted under Section 7.03 of the Amended and Restated Credit Agreement or have been, duly executed or substantially contemporaneously with the occurrence of the Restatement Effective Date will be, released; (i) the requirements set forth in Sections 3.09, 3.10, 3.11, 3.12 and delivered 3.13 of the Amended and Restated Credit Agreement shall have been satisfied (with all references in such Sections to the “2010 Restatement Effective Date” being deemed to be referenced to the “2012 Restatement Effective Date”) by Rio Vista Operating LLCthe prior execution and delivery of the relevant Security Document or supplement thereof; provided that the requirements set forth in Section 3.13 shall be deemed to satisfied if the amendments described in Section 2(b) are consummated on the date hereof and the US Borrower is in compliance with Section 6.11(b) of the Amended and Restated Credit Agreement; (j) the Administrative Agent shall have received from the US Borrower a Notice of Borrowing with respect to the Borrowing of the Tranche D Term Loans (it being agreed that the Tranche D Term Lenders party hereto waive compliance with the three-day notice requirements under Section 2.03 of the Amended and Restated Credit Agreement and it being understood that such notice will be deemed to permit Tranche D Term Loans to be made pursuant to Conversions in accordance with Section 3(c) hereof); (k) in accordance with Section 2.11(c) of the Existing Credit Agreement, the Administrative Agent shall have received, not later than 12:00 noon (New York City time) at least one Business Day prior to the Restatement Effective Date, written notice from the US Borrower of its intent to effect the Refinancing (including, in form each case, the amount of prepayment with respect to each Tranche), and substance arrangements reasonably satisfactory to Lender the Administrative Agent shall be in its sole discretionplace for the Refinancing to be consummated substantially simultaneously with the funding of the Tranche D Term Loans and the Conversions on the Restatement Effective Date; (l) the Administrative Agent shall have received all documentation and other information required by bank regulatory authorities under the applicable “know your customer” and anti-money laundering rules and regulations, including, without limitation, the Patriot Act and requested at least five (5) business days prior to the Closing Date by the Administrative Agent or any Tranche D Term Lender; (m) the Administrative Agent shall have received payment from the US Borrower, in immediately available funds, (i) for the accounts of the Tranche D Term Lenders, the Upfront Fees referred to in Section 6 hereof and (ii) for the accounts of the Prepaid Lenders, the amounts referred to in Section 3(b) hereof; and (n) the Administrative Agent and its affiliates shall have received payment or reimbursement from the US Borrower, in immediately available funds, of all costs, fees, out-of-pocket expenses, compensation and other amounts then due and payable in connection with this Amendment or pursuant to the Amended and Restated Credit Agreement, including, to the extent invoiced, reasonable fees, disbursements and other charges of counsel to the Administrative Agent. The Administrative Agent shall notify the Borrowers and the Lenders of the Restatement Effective Date, and such notice shall be conclusive and binding. Notwithstanding the foregoing, the amendment and restatement of the Existing Credit Agreement pursuant to this Agreement and the obligations of the Tranche D Term Lenders to make the Tranche D Term Loans shall not become effective unless each of the foregoing conditions is satisfied (or waived pursuant to Section 10.11 of the Amended and Restated Credit Agreement) at or prior to 5:00 p.m., New York City time, May 18, 2012 (and, in the event such conditions are not so satisfied or waived, the Tranche D Term Commitments shall terminate at such time). Notwithstanding the foregoing, if after the use by the Credit Parties of commercially reasonable efforts to cause the conditions relating to the collateral and guarantee matters set forth in clauses (b), (f), (h) or (i) such partnership or other authorization documents hereof to be satisfied as of the BorrowerRestatement Effective Date such condition is not satisfied as of the Restatement Effective Date, such conditions which are set forth on Schedule 5.24 to the Guarantors Restated Credit Agreement shall not be a condition precedent to the effectiveness of this Amendment on the Restatement Effective Date, but shall be accomplished as promptly as practical after the Restatement Effective Date and subordinated creditors, in any event within the period specified on Schedule 5.24 of the Amended and Restated Credit Agreement or such later date as required by Lender, and opinions of counsel as Lender shall requestthe Administrative Agent may agree to in its reasonable discretion.

Effectiveness of Amendment. This Third Amendment shall become effective on as of the date hereof (the “Amendment Effective Date”) on which Lender shall have receivedupon satisfaction of the following conditions precedent: (a) The Administrative Agent (or its counsel) shall have received, from each of Holdings, the Company, the Issuing Banks and Lenders that in the aggregate constitute the Required Lenders under the Existing Revolving Credit Agreement as of the Amendment Effective Date, a counterpart of this Third Amendment duly executed by all parties heretoAmendment, signed on behalf of such party (which may include facsimile or other electronic transmission of a signed signature page of this Amendment); (b) The Administrative Agent shall have received a certificate, dated as of the consents substantially in Amendment Effective Date and signed on behalf of the form attached hereto Company by a Responsible Officer or a Financial Officer of the Company, confirming (the “Consents”i) duly executed by the Guarantors that all representations and subordinated creditors (the names of which are warranties set forth in this Amendment, the Amended Revolving Credit Agreement and the other Loan Documents are true and correct in all material respects on and as of the Amendment Effective Date after giving effect to this Amendment, except that (A) to the extent that any such representation or warranty is stated to relate solely to an earlier date, such certificate shall confirm that such representation or warranty is true and correct in all material respects as of such earlier date and (B) with respect to any representation or warranty that is qualified as to “materiality”, “Material Adverse Effect” or similar language, such certificate shall confirm that such representation or warranty is true and correct in all respects; and (ii) no Default or Event of Default exists and is continuing on the Consents), as applicableAmendment Effective Date after giving effect to this Amendment; (c) an amendment The Lenders, the Administrative Agent, and the Arrangers shall have received all fees and expenses required to be paid by the applicable Loan Parties (including, without limitation, the reasonable and documented out-of-pocket fees, charges and disbursements of ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, counsel to the Mortgage, Deed of Trust and Security Agreement dated Administrative Agent) for which invoices have been presented to the Company at least 3 Business Days prior to the Amendment Effective Date (or such later date as of July 26, 2007 (as amended, supplemented or otherwise modified from time to time) duly executed and delivered by Merger Sub, in form and substance acceptable to Lender the Company shall permit in its sole reasonable discretion;); and (d) payment from The Administrative Agent shall have received an amendment fee for the Borrower account of a non-refundable, fully-earned closing fee in cash each Lender party hereto in an amount equal to $88,721.13 (which amount includes all accrued and unpaid interest on the Loan through the date hereof); (e) repayment 0.10% of principal such Lender’s Commitment as of the Loan in an amount of not less than $1,000,000 in cash or irrevocable written instruction from the Borrower in form and substance satisfactory Amendment Effective Date (immediately after giving effect to Lender to apply not less than $1,000,000 of cash collateral held by Lender as repayment of principal of the Loan; (f) the consolidated and consolidating balance sheets and statements of income and cash flows of Merger Sub and its Subsidiaries as at the end of and for the month ended October 31, 2008, in reasonable detail and certified by the chief financial officer (or other officer acceptable to Lender in its sole discretion) of Merger Sub to the effect that such information is true and complete and fairly presents the results of operations and financial condition of Merger Sub and its Subsidiaries as at and for the month ended October 31, 2008; (g) a calculation of Net Worth of POC as of September 30, 2008 with supporting written detail in form and substance acceptable to Lender in its sole discretion, showing Net Worth of POC as of such date (on a consolidated basis) of not less than $3,300,000, certified as true and correct by the chief financial officer of the Borrower; (h) an agreement of subordination and assignment, duly executed and delivered by Rio Vista Operating LLC, in form and substance satisfactory to Lender in its sole discretion; and (i) such partnership or other authorization documents of the Borrower, the Guarantors and subordinated creditors, as required by Lender, and opinions of counsel as Lender shall requestthis Amendment).

Effectiveness of Amendment. This Third The provisions of this Amendment shall become effective on the date (the “Effective Date”) on which Lender shall have received: (a) this Third Amendment duly executed by all parties hereto; (b) the consents substantially in the form attached hereto (the “Consents”) duly executed by the Guarantors and subordinated creditors (the names of which are set forth on the Consents), as applicable; (c) an amendment to the Mortgage, Deed of Trust and Security Agreement dated as of July 26, 2007 (as amended, supplemented or otherwise modified from time to time) duly executed and delivered by Merger Subthe Amendment No. 2 Effective Date upon the satisfaction of each of the following conditions, in form each case in a manner and substance acceptable to Lender in its sole discretion; (d) payment from the Borrower of a non-refundable, fully-earned closing fee in cash in an amount equal to $88,721.13 (which amount includes all accrued and unpaid interest on the Loan through the date hereof); (e) repayment of principal of the Loan in an amount of not less than $1,000,000 in cash or irrevocable written instruction from the Borrower in form and substance satisfactory to Lender the Administrative Agent (unless otherwise agreed to apply not less than $1,000,000 of cash collateral held in writing by Lender as repayment of principal the Administrative Agent): (a) On or prior to January 4, 2010, the Borrowers shall have made a prepayment of the Loan;Term Loan in an aggregate amount equal to $9,500,000 which such prepayment shall be applied against the March 31, 2010 amortization payment required under Section 2.07 of the Credit Agreement; and (fb) Total Revolving Credit Outstanding shall not exceed the consolidated and consolidating balance sheets and statements of income and cash flows of Merger Sub and its Subsidiaries as at the end of and for the month ended October 31, 2008, in reasonable detail and certified by the chief financial officer (or other officer acceptable to Lender in its sole discretion) of Merger Sub to the effect that such information is true and complete and fairly presents the results of operations and financial condition of Merger Sub and its Subsidiaries as at and for the month ended October 31, 2008;Revolving Credit Facility; and (gc) a calculation of Net Worth of POC as of September 30, 2008 with supporting written detail in form and substance acceptable to Lender in its sole discretion, showing Net Worth of POC as of such date (on a consolidated basis) of not less than $3,300,000, certified as true and correct by the chief financial officer of the Borrower; (h) an agreement of subordination and assignment, This Amendment shall have been duly executed and delivered by Rio Vista Operating LLCeach of the Borrowers, Holdings, the Administrative Borrower, the Guarantors, the Administrative Agent and the Required Lenders and shall be in full force and effect; and (d) The Administrative Agent shall have received signed Officer’s Certificates, certified by a duly authorized officer of each Borrower and each Guarantor to be true and complete, (a) of the records of all corporate (or equivalent) action taken by such Borrower or such Guarantor to authorize (i) such Borrower’s or such Guarantor’s execution and delivery of this Amendment, and (ii) such Borrower’s and such Guarantor’s entry into and carrying out the terms of this Amendment and the Credit Agreement, as amended hereby, and (b) of the Organization Documents; and (e) The applicable Subsidiaries of the Loan Parties shall have entered into amendments, waivers or other modifications reasonably satisfactory to the Administrative 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 (including, 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), and the Administrative Agent shall have received a 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 and modification to each such loan agreement, together with each such loan agreement, as in effect immediately prior to the Amendment No. 2 Effective Date; and (f) On or prior to January 4, 2010, the Borrowers shall have paid (i) to the Administrative Agent, for its own account, all fees set forth in the Fee Letter dated as of December 3, 2009 and (ii) to the Administrative Agent, for the pro rata account of each Lender executing this Amendment, an amendment fee (the “Amendment Fee”) in an amount equal to twenty five (25) basis points of such Lender’s aggregate Revolving Credit Commitment and outstanding Term Loans (prior to giving effect to this Amendment), in form accordance with the Fee Letter dated as of December 3, 2009; and (g) The Borrowers shall have paid all reasonable unpaid fees and substance satisfactory expenses of the Administrative Agent’s counsel, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ LLP, to Lender the extent that copies of invoices for such fees and expenses have been delivered to the Borrowers; and (h) Since June 30, 2009, there shall have been no event or circumstance, either individually or in the aggregate, that has had or could reasonably be expected to have a Material Adverse Effect (other than the effect of any noncash impairment charges incurred during each fiscal year of Holdings and its sole discretionSubsidiaries ending December 31, 2008 and December 31, 2009 in respect of any of Holdings’ or its Subsidiaries’ goodwill and Vessels, and it being further understood that financial performance consistent with the projected financial performance of Holdings and its Subsidiaries outlined in the financial projections delivered to the Administrative Agent and the Lenders as of November 22, 2009 shall not be deemed to constitute a material adverse change), and there shall have been no material adverse change in the facts and information regarding the Loan Parties as presented to the Administrative Agent; and (i) such partnership or The Lenders shall have received satisfactory evidence that the Administrative Agent (for itself and the other authorization documents Secured Parties) shall have a valid and perfected first priority Lien on all of the BorrowerCollateral and other assets of the Loan Parties (including, without limitation, each of the Guarantors and subordinated creditorsVessels); and (j) The Administrative Agent shall have received such other items, documents, agreements or actions as required by Lender, and opinions of counsel as Lender shall requestthe Administrative Agent may reasonably request in order to effectuate the transactions contemplated hereby.

Effectiveness of Amendment. This Third First Amendment shall become effective on the date (the “Effective Date”) on which Lender the Agent shall have received: (a) this Third First Amendment duly executed by all parties heretoeach of the Company, the Agent and the Banks, and duly acknowledged by the Guarantor; (b) for the consents substantially in account of each Bank requesting the form attached hereto (same, a Note of the “Consents”) duly Company conforming to the requirements of the Credit Agreement, and reflecting the Revolving Loan Line Portion of such Bank after giving effect to this First Amendment, executed by a duly authorized officer of the Guarantors and subordinated creditors Company, provided, that such Bank shall return to the Company (the names of which are set forth on the Consents)as soon as practicable) its Note being replaced, as applicablemarked “Cancelled”; (c) an amendment from each Increasing Bank, the amounts required to the Mortgage, Deed of Trust and Security Agreement dated as of July 26, 2007 (as amended, supplemented or otherwise modified from time be paid by such Increasing Bank pursuant to time) duly executed and delivered by Merger Sub, in form and substance acceptable to Lender in its sole discretionSection 3 below; (d) payment with a counterpart for each Bank, certified copies of the charter and by laws (or equivalent documents) of the Company, and of all corporate authority for the Company (including board of director resolutions, evidence of the incumbency of officers and signature specimens of officers) with respect to the execution, delivery and performance of this First Amendment and each other document to be delivered by the Company from time to time in connection herewith, each dated as of the Borrower of a non-refundableEffective Date with appropriate insertions and attachments, fully-earned closing fee reasonably satisfactory in cash in an amount equal form and substance to $88,721.13 (which amount includes all accrued and unpaid interest on the Loan through the date hereof)Agent; (e) repayment of principal with a copy for each Bank, evidence of the Loan in an amount of not less than $1,000,000 in cash or irrevocable written instruction existence, good standing and authority to transact business for the Company (i) from the Borrower Secretary of State of New Jersey and (ii) from the Secretary of State of each other jurisdiction in form and substance satisfactory to Lender to apply not less than $1,000,000 of cash collateral held by Lender as repayment of principal which the failure of the LoanCompany to be in good standing or to have the authority to transact business would result in a Material Adverse Effect; (f) the consolidated and consolidating balance sheets and statements of income and cash flows of Merger Sub and its Subsidiaries as at the end of and with a counterpart for the month ended October 31each Bank, 2008, in reasonable detail and certified by the chief financial officer (or other officer acceptable to Lender in its sole discretion) of Merger Sub an executed opinion addressed to the effect that Agent and each of the Banks and dated the Effective Date and covering such information is true matters incident to the transactions contemplated by this First Amendment as the Agent and complete and fairly presents the results of operations and financial condition of Merger Sub and its Subsidiaries as at and for the month ended October 31, 2008Increasing Banks may reasonably require; (g) a calculation payment from the Company, in immediately available funds, of Net Worth any fees and other amounts (including, without limitation, pursuant to Section 11.03 of POC as of September 30, 2008 with supporting written detail in form and substance acceptable to Lender in its sole discretion, showing Net Worth of POC as of such date (on a consolidated basisthe Credit Agreement) of not less than $3,300,000, certified as true and correct payable by the chief financial officer Company in connection with the increase hereunder of the Borrower;Revolving Loan Line Portions; and (h) a certificate of an agreement of subordination and assignment, duly executed and delivered by Rio Vista Operating LLC, in form and substance satisfactory to Lender in its sole discretion; and (i) such partnership or other authorization documents authorized officer of the Borrower, Company as to the Guarantors and subordinated creditors, as required by Lender, and opinions matters set forth in Section 6.02 of counsel as Lender shall requestthe Credit Agreement.

Effectiveness of Amendment. This Third All transactions contemplated by this Amendment shall become be deemed to have occurred simultaneously upon its effectiveness. This Amendment shall only be effective on the date (the “Effective Date”) on which Lender shall have received: (a) this Third Amendment duly executed upon its execution and delivery by all of the parties hereto; (b) hereto and the consents substantially satisfaction of the condition contained in the form attached hereto (the “Consents”) duly executed next sentence. The effectiveness of this Amendment is further subject to receipt by the Guarantors and subordinated creditors (the names Agent of which are set forth on the Consents), as applicable; (c) an amendment to the Mortgage, Deed of Trust and Security Agreement dated as of July 26, 2007 (as amended, supplemented or otherwise modified from time to time) duly executed and delivered by Merger Sub, in form and substance acceptable to Lender in its sole discretion; (d) payment from the Borrower of a non-refundable, fully-earned closing fee in cash in an amount equal to $88,721.13 (which amount includes all accrued and unpaid interest on the Loan through the date hereof); (e) repayment of principal each of the Loan in an amount of not less than $1,000,000 in cash or irrevocable written instruction from the Borrower following in form and substance satisfactory to Lender Agent: (a) Payment of an extension fee to apply not less than $1,000,000 of cash collateral held by Lender as repayment of principal the Agent for the account of the LoanLenders equal to fifteen one-hundredths of one percent (0.15%) of the Revolving Commitment (as such term is amended herein); (b) Payment of all fees set forth in the fee letter dated the date hereof between the Agent and the Borrower; (c) A Note executed by Borrower, payable to the order of Wells Fargo and in the original principal amount of $105,000,000 (▇▇▇ "New Note") in replacement of the outstanding Note in favor of Wells Fargo in the principal amount of $45,000,000; (d) ▇ ▇▇py of the resolutions of the board of directors of Borrower authorizing the execution and delivery of this Amendment and the New Note and the increase in the Revolving Commitment effected hereby, certified by the Secretary or an Assistant Secretary of Borrower; (e) A Guaranty in the form of Exhibit H to the Credit Agreement (the "New Guaranties") executed by each of the Subsidiaries listed on Schedule A attached hereto (the "New Guarantors"); (f) the consolidated and consolidating balance sheets and statements The articles of income and cash flows incorporation, articles of Merger Sub and its Subsidiaries organization, certificate of limited partnership or other comparable organizational instrument (if any) of such New Guarantors certified as at the end of and for the month ended October 31, 2008, in reasonable detail and certified a recent date by the chief financial officer (or other officer acceptable to Lender in its sole discretion) Secretary of Merger Sub to State of the effect that State of formation of such information is true and complete and fairly presents the results of operations and financial condition of Merger Sub and its Subsidiaries as at and for the month ended October 31, 2008New Guarantors; (g) a calculation A Certificate of Net Worth Good Standing or certificate of POC similar meaning with respect to each such New Guarantor issued as of September 30, 2008 with supporting written detail in form and substance acceptable to Lender in its sole discretion, showing Net Worth a recent date by the Secretary of POC as State of the State of formation of such date New Guarantor and certificates of qualification to transact business or other comparable certificates issued by each Secretary of State (on a consolidated basisand any state department of taxation, as applicable) of not less than $3,300,000, certified as true and correct by the chief financial officer of the Borrowereach state in which such New Guarantor is required to be so qualified; (h) A certificate of incumbency signed by the Secretary or Assistant Secretary (or other individual performing similar functions) of such New Guarantor with respect to each of the officers of such New Guarantor authorized to execute and deliver the Loan Documents to which such New Guarantor is a party; (i) Copies certified by the Secretary or Assistant Secretary of such New Guarantor (or other individual performing similar functions) of (i) the by-laws of such New Guarantor, if a corporation, the operating agreement, if a limited liability company, the partnership agreement, if a limited or general partnership, or other comparable document in the case of any other form of legal entity and (ii) all corporate, partnership, member or other necessary action taken by such New Guarantor to authorize the execution, delivery and performance of the Loan Documents to which it is a party; (j) an agreement opinion of subordination Foley & Lardner, counsel to Borrower, addressed to Agent and assignmentL▇▇▇▇▇s, duly executed and delivered by Rio Vista Operating LLCregarding (i) the authority of (x) the Borrower to execute, in form deliver and substance satisfactory perform this Amendment, the Credit Agreement as amended hereby and the New Note and (y) the New Guarantors to Lender in execute, deliver and perform the New Guaranties, and such other matters as Agent or its sole discretioncounsel may request and (ii) certain corporate matters relating to the New Guarantors; and (ik) such partnership Such other documents and instruments as Agent or other authorization documents of the Borrower, the Guarantors and subordinated creditors, as required by Lender, and opinions of its counsel as Lender shall may reasonably request.

Effectiveness of Amendment. This Third (a) Sections 3 and 4 of this Amendment shall become effective on effective, as of the date (first written above, upon satisfaction of the “Effective Date”) on which Lender shall have receivedfollowing conditions: (ai) this Third This Amendment shall have been duly executed and delivered by all the parties hereto; (bii) The Indenture Trustee shall have received the Opinion of Counsel (in form and substance reasonably acceptable to the Requisite Global Majority) with respect to this Amendment contemplated by Section 1001(a) of the Indenture; (iii) The Indenture Trustee shall have received the Opinion of Counsel with respect to this Amendment contemplated by Section 1003 of the Indenture; (iv) This Amendment shall have been consented to by such parties as constitute the Requisite Global Majority, as determined by the Indenture Trustee pursuant to Section 503 of the Indenture; (v) Each Series Enhancer shall have consented hereto; (vi) Each affected Interest Rate Hedge Provider shall have consented hereto; (vii) The Rating Agency Condition shall have been satisfied with respect to (A) the consents substantially amendments of the Indenture as contemplated by this Amendment and (B) the amendment and restatement of the Existing Management Agreement in the form attached hereto of the Management Agreement; and (viii) The Manager and the “Consents”Issuer shall have executed and delivered the Management Agreement. (b) duly executed Upon the execution and delivery of this Amendment by the Guarantors parties hereto, this Amendment shall be binding upon and subordinated creditors (inure to the names benefit of which are set forth on the Consents), as applicable;parties hereto and their respective successors and assigns. (c) an amendment Upon the effectiveness of Section 3 of this Amendment, (x) Section 3 of this Amendment shall be a part of the Indenture and (y) each reference in the Indenture to “this Indenture” and “hereof”, “hereunder” or words of like import, and each reference in any other document to the MortgageIndenture shall mean and be a reference to the Indenture as amended or modified hereby. Upon the effectiveness of Section 4 of this Amendment, Deed (x) Section 4 of Trust this Amendment shall be a part of the Indenture and Security Agreement dated (y) each reference in the Indenture to “this Indenture” and “hereof”, “hereunder” or words of like import, and each reference in any other document to the Indenture shall mean and be a reference to the Indenture as of July 26, 2007 (as amended, supplemented amended or otherwise modified from time to time) duly executed and delivered by Merger Sub, in form and substance acceptable to Lender in its sole discretion;hereby. (d) payment from Each party hereto agrees and acknowledges that this Amendment constitutes a “Related Document” under the Borrower of a non-refundable, fully-earned closing fee in cash in an amount equal to $88,721.13 (which amount includes all accrued and unpaid interest on the Loan through the date hereof); (e) repayment of principal of the Loan in an amount of not less than $1,000,000 in cash or irrevocable written instruction from the Borrower in form and substance satisfactory to Lender to apply not less than $1,000,000 of cash collateral held by Lender as repayment of principal of the Loan; (f) the consolidated and consolidating balance sheets and statements of income and cash flows of Merger Sub and its Subsidiaries as at the end of and for the month ended October 31, 2008, in reasonable detail and certified by the chief financial officer (or other officer acceptable to Lender in its sole discretion) of Merger Sub to the effect that such information is true and complete and fairly presents the results of operations and financial condition of Merger Sub and its Subsidiaries as at and for the month ended October 31, 2008; (g) a calculation of Net Worth of POC as of September 30, 2008 with supporting written detail in form and substance acceptable to Lender in its sole discretion, showing Net Worth of POC as of such date (on a consolidated basis) of not less than $3,300,000, certified as true and correct by the chief financial officer of the Borrower; (h) an agreement of subordination and assignment, duly executed and delivered by Rio Vista Operating LLC, in form and substance satisfactory to Lender in its sole discretion; and (i) such partnership or other authorization documents of the Borrower, the Guarantors and subordinated creditors, as required by Lender, and opinions of counsel as Lender shall requestIndenture.

Effectiveness of Amendment. This Third Amendment shall will become effective on as of the date (the “Effective Date”) , subject to the satisfaction of the following conditions on which Lender shall have received:or before March 14, 1997. (a) this Third Amendment The Agent shall have received from each of the Borrower, the Issuing Bank, and the Banks a duly executed by all parties heretooriginal of this Amendment; (b) No Default or Event of Default shall have occurred and be continuing on the consents substantially in Effective Date (and the form attached hereto (Borrower shall have delivered to the “Consents”) duly Agent a certificate to that effect executed by a Responsible Officer of the Guarantors and subordinated creditors (the names of which are set forth on the ConsentsBorrower), as applicable; (c) an amendment to the Mortgage, Deed of Trust and Security Agreement dated as of July 26, 2007 (as amended, supplemented or otherwise modified from time to time) The Agent shall have received a duly executed certificate of the Secretary or Assistant Secretary of the Borrower, dated the Effective Date, certifying the resolutions of the Board of Directors of the Borrower authorizing the execution and delivered by Merger Subdelivery of this Amendment and the performance of the Borrower's obligations under the Credit Agreement, in form and substance acceptable to Lender in its sole discretionas amended hereby; (d) payment from Each of the representations and warranties set forth in Article 9.01 of the Credit Agreement shall be true and correct as of the Effective Date (and the Borrower shall have delivered to the Agent a certificate to that effect executed by a Responsible Officer of a non-refundable, fully-earned closing fee in cash in an amount equal to $88,721.13 (which amount includes all accrued and unpaid interest on the Loan through the date hereofBorrower);; and (e) repayment of principal The Borrower shall have delivered to the Banks, at the Borrower's expense, an originally executed opinion of the Loan in an amount of not less than $1,000,000 in cash or irrevocable written instruction from the Borrower Borrower's General Counsel concerning this Amendment in form and substance satisfactory to Lender the Agent. If acceptable to apply not less than $1,000,000 of cash collateral held by Lender as repayment of principal the Agent, any of the Loan; (f) above documents may be delivered to the consolidated Agent by facsimile with the original copy to follow by mail or courier. Upon the apparent satisfaction of the above conditions, the Agent will notify the Borrower and consolidating balance sheets and statements the Banks of income and cash flows of Merger Sub and its Subsidiaries as at the end of and for the month ended October 31such fact; provided, 2008, in reasonable detail and certified however that any failure by the chief financial officer (or other officer acceptable Agent to Lender in its sole discretion) provide such notice shall have no effect on the effectiveness of Merger Sub to the effect that such information is true and complete and fairly presents the results of operations and financial condition of Merger Sub and its Subsidiaries as at and for the month ended October 31, 2008; (g) a calculation of Net Worth of POC as of September 30, 2008 with supporting written detail in form and substance acceptable to Lender in its sole discretion, showing Net Worth of POC as of such date (on a consolidated basis) of not less than $3,300,000, certified as true and correct by the chief financial officer of the Borrower; (h) an agreement of subordination and assignment, duly executed and delivered by Rio Vista Operating LLC, in form and substance satisfactory to Lender in its sole discretion; and (i) such partnership or other authorization documents of the Borrower, the Guarantors and subordinated creditors, as required by Lender, and opinions of counsel as Lender shall requestthis Amendment.

Effectiveness of Amendment. This Third Sections 1 and 2 of this Amendment shall become effective on as of the date (hereof upon receipt by the “Effective Date”) on which Lender shall have received: (a) this Third Amendment duly executed by all parties hereto; (b) the consents substantially Agent of an amendment fee in the form attached hereto (amount of $10,000, for the “Consents”) duly executed by the Guarantors and subordinated creditors (the names of which are set forth on the Consents), as applicable; (c) an amendment to the Mortgage, Deed of Trust and Security Agreement dated as of July 26, 2007 (as amended, supplemented or otherwise modified from time to time) duly executed and delivered by Merger Sub, in form and substance acceptable to Lender in its sole discretion; (d) payment from the Borrower of a non-refundable, fully-earned closing fee in cash in an amount equal to $88,721.13 (which amount includes all accrued and unpaid interest on the Loan through the date hereof); (e) repayment of principal ratable account of the Loan in an amount Lenders, and of not less than $1,000,000 in cash or irrevocable written instruction from the Borrower following, each in form and substance satisfactory to Lender the Agent and the Lenders: (a) at least five copies of this Amendment, each duly executed and delivered by the Company and each Lender; (b) replacement Promissory Notes, dated the effective date of this Amendment and duly executed and delivered by the Company, payable to apply not less than $1,000,000 the order of cash collateral held by Lender as repayment of principal each Lender, evidencing such Lender's pro rata share of the Loanincrease in the Revolving Line of Credit effected by this Amendment, in the form attached as Annex 1 to this Amendment (the "1997 Revolving Credit Notes"); (c) a certificate of the Secretary or an Assistant Secretary of the Company as to the Company's articles or certificate of incorporation and bylaws as in effect on the effective date of this Amendment (and having copies thereof attached thereto or certifying that there has been no amendment thereto since the last date on which such constituent documents were delivered to the Agent and the Lenders pursuant to the Financing Agreement), as to the resolutions of the Company's Board of Directors (and shareholder approvals, if necessary) adopted in connection with the Company's execution and delivery of this Amendment and as to the incumbency of officers of the Company authorized to sign this Amendment, the 1997 Revolving Credit Notes and the other instruments, certificates and documents contemplated to be delivered by the Company in connection with the effectiveness of this Amendment; (d) an Officer's Certificate executed by an authorized officer of the Company to the effect that, both before and after giving effect to this Amendment (i) all representations and warranties of the Company set forth in the Financing Agreement and in any other document, instrument or agreement entered into in connection with the Financing Agreement (together with the Financing Agreement, the "Loan Documents") are true and correct in all material respects on and as of the date thereof and (ii) the Company is in compliance with all of the terms and provisions set forth in the Financing Agreement and the other Loan Documents; (e) confirmations duly executed and delivered by the Guarantors of their Guaranties in the form attached to this Amendment; (f) the consolidated and consolidating balance sheets and statements a legal opinion letter of income and cash flows of Merger Sub and its Subsidiaries as at the end of and Hask▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇n▇ & ▇ohn▇▇▇▇, counsel for the month ended October 31, 2008Company, in reasonable detail such form and certified by the chief financial officer (or other officer acceptable as to Lender in its sole discretion) of Merger Sub such matters relevant to the effect that such information is true and complete and fairly presents effectiveness of this Amendment as the results of operations and financial condition of Merger Sub and its Subsidiaries as at and for the month ended October 31, 2008;Agent may reasonably request; and (g) a calculation of Net Worth of POC such other documents, instruments and certificates as of September 30, 2008 the Agent or any Lender may reasonably request in connection with supporting written detail in form and substance acceptable to Lender in its sole discretion, showing Net Worth of POC as of such date (on a consolidated basis) of not less than $3,300,000, certified as true and correct the transactions contemplated by the chief financial officer of the Borrower; (h) an agreement of subordination and assignment, duly executed and delivered by Rio Vista Operating LLC, in form and substance satisfactory to Lender in its sole discretion; and (i) such partnership or other authorization documents of the Borrower, the Guarantors and subordinated creditors, as required by Lender, and opinions of counsel as Lender shall requestthis Amendment.

Effectiveness of Amendment. This Third Amendment and the amendments contained herein shall become effective on the date (the “Amendment Effective Date”) on which Lender when each of the conditions set forth below shall have receivedbeen fulfilled to the satisfaction of the Administrative Agent: (a) The Administrative Agent shall have received counterparts of this Third Amendment duly executed by all parties hereto; (b) the consents substantially in the form attached hereto (the “Consents”) duly executed by the Guarantors and subordinated creditors (the names of which are set forth on the Consents), as applicable; (c) an amendment to the Mortgage, Deed of Trust and Security Agreement dated as of July 26, 2007 (as amended, supplemented or otherwise modified from time to time) duly executed and delivered by Merger Sub, in form and substance acceptable to Lender in its sole discretion; (d) payment from the Borrower of a non-refundable, fully-earned closing fee in cash in an amount equal to $88,721.13 (which amount includes all accrued and unpaid interest on the Loan through the date hereof); (e) repayment of principal of the Loan in an amount of not less than $1,000,000 in cash or irrevocable written instruction from the Borrower in form and substance satisfactory to Lender to apply not less than $1,000,000 of cash collateral held by Lender as repayment of principal of the Loan; (f) the consolidated and consolidating balance sheets and statements of income and cash flows of Merger Sub and its Subsidiaries as at the end of and for the month ended October 31, 2008, in reasonable detail and certified by the chief financial officer (or other officer acceptable to Lender in its sole discretion) of Merger Sub to the effect that such information is true and complete and fairly presents the results of operations and financial condition of Merger Sub and its Subsidiaries as at and for the month ended October 31, 2008; (g) a calculation of Net Worth of POC as of September 30, 2008 with supporting written detail in form and substance acceptable to Lender in its sole discretion, showing Net Worth of POC as of such date (on a consolidated basis) of not less than $3,300,000, certified as true and correct by the chief financial officer of the Borrower; (h) an agreement of subordination and assignmentAmendment, duly executed and delivered by Rio Vista Operating LLC, in form and substance satisfactory to Lender in its sole discretion; and (i) such partnership or other authorization documents on behalf of the Borrower, the Guarantors other Loan Parties, the Administrative Agent and subordinated creditorsthe Lenders party hereto, the Supplement and Joinder, duly executed and delivered on behalf of the Borrower, the other Loan Parties, the Administrative Agent and the Lenders party thereto, as required well as allonges to the Revolving Credit Notes or amended and restated Revolving Credit Notes and/or new Revolving Credit Notes, in the principal amount of each Revolving Loan Lender’s Revolving Commitment (after giving effect to this Amendment and the Supplement and Joinder), duly executed by Lenderthe parties thereto, and opinions all other Loan Documents or other documents, instruments and certificates required hereby or thereby (collectively, the “Modification Documents”). (b) After giving effect to this Amendment, no event shall have occurred and be continuing that constitutes a Default or an Event of Default. (c) All representations and warranties of the Borrower contained in the Credit Agreement, and all representations and warranties of each other Loan Party in each Loan Document to which it is a party, shall be true and correct in all material respects (or, if qualified by materiality, in all respects) at the Amendment Effective Date as if made on and as of such Amendment Effective Date (except to the extent stated to relate to a specific earlier date, in which case such representations and warranties shall be true and correct in all material respects (or, if qualified by materiality, in all respects) as of such earlier date). (d) The Borrower shall have delivered to the Administrative Agent a certificate of the Secretary or Assistant Secretary of each Loan Party in form and substance reasonably acceptable to the Administrative Agent, attaching and certifying copies of its bylaws and of the resolutions of its boards of directors, or comparable organizational documents and authorizations, authorizing the execution, delivery and performance of the Modification Documents to which it is a party and certifying the name, title and true signature of each officer of such Loan Party executing the Modification Documents to which it is a party. (e) The Administrative Agent (or its counsel) shall have received a favorable written opinion of ▇▇▇▇▇ Lovells US LLP, counsel to the Loan Parties, addressed to the Administrative Agent and each of the Lenders, and covering such matters relating to the Loan Parties, this Amendment, the other Modification Documents and the transactions contemplated herein and therein as Lender the Administrative Agent or the Required Lenders shall reasonably request. (f) The Administrative Agent (or its counsel) shall have received the results of a search of the Uniform Commercial Code filings (or equivalent filings) made with respect to the Loan Parties in the states (or other jurisdictions) of formation of such Persons, and to the extent requested by the Administrative Agent, in which the chief executive office of each such Person is located and in the other jurisdictions in which such Persons maintain property or do business, together with copies of the financing statements (or similar documents) disclosed by such search, and accompanied by evidence satisfactory to the Administrative Agent that the Liens indicated in any such financing statement (or similar document) would be permitted by Section 7.2 of the Credit Agreement or have been or will be contemporaneously released or terminated. (g) The Borrower shall have repaid to the Administrative Agent, for the ratable benefit of the Lenders, the Term Loans in full. (h) The Borrower shall have delivered to the Administrative Agent a duly completed and executed Compliance Certificate of the Borrower, including pro forma calculations of the financial covenants set forth in Article 6 (other than Section 6.3) hereof as of March 31, 2015, giving effect to the repayment in full of the Term Loans, and the disbursement of any Revolving Loans as of the Amendment Effective Date. (i) The Borrower shall have paid to the Administrative Agent and STRH the amounts due pursuant to the Fee Letter, and the fees and expenses required pursuant to Section 11 of this Amendment, in each case, as of the Amendment Effective Date. (j) All documents delivered pursuant to this Amendment and the other Modification Documents must be of form and substance reasonably satisfactory to the Administrative Agent . (k) Satisfaction of the conditions precedent to effectiveness of the Supplement and Joinder, in accordance with the terms and conditions set forth therein.

Effectiveness of Amendment. This Third Amendment shall become effective on the first date (the “"Amendment Effective Date”") on which Lender shall have receivedthe Agent has received each of the following, each in form and substance satisfactory to the Agent and the Required Lenders: (a) seven copies of this Third Amendment duly executed and delivered by all parties heretothe Borrower and each Lender; (b) the consents substantially in the form attached hereto (the “Consents”) Subsidiary Guaranty duly executed and delivered by the Guarantors and subordinated creditors (the names of which are set forth on the Consents), as applicableSubsidiary Guarantor; (c) an amendment to the Mortgage, Deed of Trust and a Subsidiary Security Agreement dated as of July 26, 2007 (as amended, supplemented or otherwise modified from time to timethe "Subsidiary Security Agreement") duly executed and delivered by Merger Sub, in form and substance acceptable to Lender in its sole discretionthe Subsidiary Guarantor; (d) payment from an amendment to the Borrower of a non-refundablePledge Agreement duly executed and delivered by the Borrower, fully-earned closing fee in cash in an amount equal to $88,721.13 (which amount includes together with any and all accrued and unpaid interest on the Loan through the date hereof)deliveries contemplated thereby; (e) repayment results of principal UCC, tax, and judgment lien searches in respect of the Loan in an amount of not less than $1,000,000 in cash or irrevocable written instruction from the Borrower in form Subsidiary Guarantor and substance evidence, satisfactory to Lender the Agent, that any Liens reflected therein have been discharged or that the Agent is in possession of appropriate releases permitting it to apply not less than $1,000,000 of cash collateral held by Lender as repayment of principal of the Loaneffect such discharge; (f) the consolidated and consolidating balance sheets and statements of income and cash flows of Merger Sub and its Subsidiaries as at the end of and for the month ended October 31, 2008, in reasonable detail and certified Financing Statements signed by the chief financial officer (or other officer acceptable Subsidiary Guarantor in appropriate form for filing in each jurisdiction in which such a filing is required to Lender in its sole discretion) of Merger Sub perfect the security interests purported to be created by the effect that such information is true and complete and fairly presents the results of operations and financial condition of Merger Sub and its Subsidiaries as at and for the month ended October 31, 2008Subsidiary Security Agreement; (g) a calculation of Net Worth of POC any landlord or mortgagee Lien subordination or waiver agreements as of September 30, 2008 with supporting written detail in form and substance acceptable to Lender in its sole discretion, showing Net Worth of POC as of such date (on a consolidated basis) of not less than $3,300,000, certified as true and correct by the chief financial officer of the Borrower; (h) an agreement of subordination and assignmentAgent may request, duly executed and delivered by Rio Vista the respective landlords or mortgagees; (h) a copy of the opinion letter of Sellers' counsel delivered pursuant to the provisions of the Stock Purchase Agreement, addressed to the Agent and the Lenders or accompanied by a letter of such counsel expressly permitting the Agent and the Lenders to rely on the opinions expressed therein; (i) a Subordination Agreement with respect to the obligations of the Borrower pursuant to Section 2.5 of the Stock Purchase Agreement, duly executed by the Borrower and The Sellers' Representative (as defined in the Stock Purchase Agreement); (j) an opinion of counsel for the Borrower as to the due authorization, execution and delivery of this Amendment and the other Loan Documents contemplated hereby to be delivered in connection with the effectiveness hereof by the Borrower or the Subsidiary Guarantor, as to the enforceability of this Amendment, the Loan Agreement as amended hereby and such other Loan Documents, and such other matters related to the Acquisition of the Subsidiary Guarantor or such Loan Document as any Lender through the Agent may reasonably request; (k) a certificate of the Secretary of the Borrower having attached thereto true and correct copies of the Stock Purchase Agreement and each other agreement, instrument, certificate and other document contemplated thereby to be delivered in connection with the consummation of the transactions contemplated thereby; (l) a certificate of the Chief Operating LLCOfficer or the Chief Financial Officer of the Borrower to the effect that the Acquisition of the Subsidiary Guarantor has been consummated substantially in accordance with the terms of the Stock Purchase Agreement, without any waiver or modification of any material provision thereof, that after giving effect thereto and to this Amendment, the representations and warranties of the Borrower set forth in form the Loan Agreement are true and substance satisfactory to Lender correct in its sole discretionall material respects and that no Default or Event of Default exists; and (im) such partnership or other authorization agreements, certificates, instruments and other documents of as any Lender through the Borrower, Agent may reasonably request in connection with the Guarantors and subordinated creditors, as required by Lender, and opinions of counsel as Lender shall requesttransactions contemplated hereby.

Effectiveness of Amendment. This Third Amendment shall become effective on upon satisfaction of the date following conditions precedent (such date, the “Third Amendment Effective Date”) on which Lender shall have received:): (a) receipt by the Administrative Agent of executed signature pages to this Third Amendment duly executed by all parties heretofrom (i) the Borrower, the Holding Company and each Guarantor that is party to the Credit Agreement, (ii) the Revolving Lenders (including any Increased Revolving Lender) and (iii) the Required Lenders; (b) the consents substantially in the form attached hereto (the “Consents”) duly executed receipt by the Guarantors Administrative Agent of (i) such documents, certificates and subordinated creditors other instruments as the Administrative Agent or its counsel may reasonably request relating to the organization, existence and good standing of the Obligors, the authorization of this Third Amendment and the transactions contemplated hereby and any other legal matters relating to the Obligors, this Third Amendment, the other Loan Documents and the transactions contemplated hereby, all in form and substance reasonably satisfactory to the Administrative Agent and (ii) a certificate, signed by a senior officer of the names of which are set forth on the Consents)Borrower and each other Obligor, as applicable;of the Third Amendment Effective Date, which shall (x) confirm compliance with Sections 5.02(c) and 5.03(a) of the Existing Credit Agreement and (y) certify that no Default or Event of Default shall have occurred or be continuing; and (c) an amendment receipt by (i) the Administrative Agent, for the account of each consenting Lender, of all fees required to be paid on or before the Third Amendment Effective Date and (ii) the Administrative Agent (or its affiliates) of all reasonable fees and expenses, including reasonable fees and expenses of counsel to the MortgageAdministrative Agent, Deed of Trust and Security Agreement dated as of July 26, 2007 (as amended, supplemented required to be paid or otherwise modified from time to time) duly executed and delivered reimbursed by Merger Sub, in form and substance acceptable to Lender in its sole discretion; (d) payment from the Borrower of a non-refundable, fully-earned closing fee in cash in an amount equal to $88,721.13 (which amount includes all accrued and unpaid interest on the Loan through the date hereof); (e) repayment of principal of the Loan in an amount of not less than $1,000,000 in cash or irrevocable written instruction from the Borrower in form connection with the preparation, execution and substance satisfactory to Lender to apply not less than $1,000,000 delivery of cash collateral held by Lender as repayment this Third Amendment (and, in the case of principal of the Loan; (f) the consolidated and consolidating balance sheets and statements of income and cash flows of Merger Sub and its Subsidiaries as at the end of and any such expenses, for the month ended October 31, 2008, which invoices in reasonable detail and certified by the chief financial officer (or other officer acceptable to Lender in its sole discretion) of Merger Sub shall have been presented to the effect that such information is true and complete and fairly presents Borrower prior to the results of operations and financial condition of Merger Sub and its Subsidiaries as at and for the month ended October 31, 2008; (g) a calculation of Net Worth of POC as of September 30, 2008 with supporting written detail in form and substance acceptable to Lender in its sole discretion, showing Net Worth of POC as of such date (on a consolidated basis) of not less than $3,300,000, certified as true and correct by the chief financial officer of the Borrower; (h) an agreement of subordination and assignment, duly executed and delivered by Rio Vista Operating LLC, in form and substance satisfactory to Lender in its sole discretion; and (i) such partnership or other authorization documents of the Borrower, the Guarantors and subordinated creditors, as required by Lender, and opinions of counsel as Lender shall requestThird Amendment Effective Date).

Effectiveness of Amendment. This Third Sections 1 and 2 of this Amendment shall become effective as of the date hereof on the first date (the “Amendment Effective Date”) on which Lender the Administrative Agent shall have received: received (a) from the Borrowers, a fee in the amount of $550,000 in consideration of the amendments effected hereby, to be shared ratably among the Lenders (other than UBOC and Bank One) and the New Lenders in accordance with their respective Commitments as reflected on Annex A to the Loan Agreement, as amended by this Third Amendment duly executed by all parties hereto; Amendment, which fee shall be fully earned when paid and not be subject to refund or rebate whatsoever, (b) from each Lender and New Lender required to make a payment to the consents substantially Administrative Agent pursuant to Section 2(b) hereof, the amount of such payment in the form attached hereto (the “Consents”) duly executed by the Guarantors immediately available funds, and subordinated creditors (the names of which are set forth on the Consents), as applicable; (c) an amendment to the Mortgage, Deed of Trust and Security Agreement dated as of July 26, 2007 (as amended, supplemented or otherwise modified from time to time) duly executed and delivered by Merger Sub, in form and substance acceptable to Lender in its sole discretion; (d) payment from the Borrower of a non-refundable, fully-earned closing fee in cash in an amount equal to $88,721.13 (which amount includes all accrued and unpaid interest on the Loan through the date hereof); (e) repayment of principal each of the Loan in an amount of not less than $1,000,000 in cash or irrevocable written instruction from the Borrower in form and substance satisfactory to Lender to apply not less than $1,000,000 of cash collateral held by Lender as repayment of principal of the Loan; (f) the consolidated and consolidating balance sheets and statements of income and cash flows of Merger Sub and its Subsidiaries as at the end of and for the month ended October 31, 2008, in reasonable detail and certified by the chief financial officer (or other officer acceptable to Lender in its sole discretion) of Merger Sub to the effect that such information is true and complete and fairly presents the results of operations and financial condition of Merger Sub and its Subsidiaries as at and for the month ended October 31, 2008; (g) a calculation of Net Worth of POC as of September 30, 2008 with supporting written detail in form and substance acceptable to Lender in its sole discretion, showing Net Worth of POC as of such date (on a consolidated basis) of not less than $3,300,000, certified as true and correct by the chief financial officer of the Borrower; (h) an agreement of subordination and assignment, duly executed and delivered by Rio Vista Operating LLCfollowing, in form and substance satisfactory to the Administrative Agent: (i) eight copies of this Amendment duly executed and delivered by the Borrowers, the Lenders (other than UBOC and Bank One), the New Lenders and the Administrative Agent and acknowledged by each of UBOC and Bank One; (ii) a certificate of the secretary or other Authorized Officer of each of the Borrowers having attached thereto the organizational documents of such Borrower as in effect on the Amendment Effective Date (or containing the certification of such secretary or Authorized Officer that no amendment or modification of such organizational documents has become effective since the last date on which such organizational documents were delivered to the Administrative Agent pursuant to the Loan Agreement), all corporate action, including shareholders’ approval, if necessary, taken by such Borrower and/or its shareholders members to authorize the execution, delivery and performance of this Amendment, and to the further effect that the incumbency certificate last delivered to the Lenders under the Loan Agreement remains in effect, unchanged; (iii) a certificate of an Authorized Officer of Syratech stating that, to the best of his knowledge and based on an examination reasonably believed by him to be sufficient to enable him to make an informed statement, both before and after giving effect to this Amendment, (A) all of the representations and warranties made or deemed to be made under the Loan Agreement are true and correct as of the date hereof, and (B) no Default or Event of Default has occurred and is continuing as of the date hereof, and the Administrative Agent shall be satisfied as to the truth and accuracy thereof; (iv) Revolving Credit Notes payable to the order of each Lender (other than UBOC and Bank One) and New Lender in its sole discretionthe amount of such Lender’s and New Lender’s Commitment, duly executed and delivered by the Borrowers; and (iv) such partnership or other authorization documents of the Borrower, the Guarantors and subordinated creditors, instruments as required by any Lender, and opinions of counsel as Lender shall acting through the Administrative Agent, may reasonably request.

Effectiveness of Amendment. This Third Amendment shall become effective on upon satisfaction of the date following conditions precedent (such date, the “First Amendment Effective Date”) on which Lender shall have received:): (a) receipt by the Administrative Agent of executed signature pages to this Third Amendment duly executed by all parties heretofrom (i) the Borrower, the Holding Company and each Guarantor that is party to the Credit Agreement and (ii) the Required Refinancing Lenders; (b) receipt by the consents substantially in Administrative Agent of a certificate of each Obligor that is a party hereto, dated the form attached hereto (the “Consents”) duly First Amendment Effective Date and executed by its secretary or assistant secretary, which shall certify the Guarantors resolutions of its board of directors, members or other body authorizing the execution, delivery and subordinated creditors (performance of the names of which are set forth on the Consents), as applicabletransactions contemplated by this Amendment; (c) an amendment receipt by the Administrative Agent of the legal opinion of (i) ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇, P.A., counsel for the Obligors and (ii) such other counsel of the Obligors reasonably satisfactory to the MortgageAdministrative Agent, Deed of Trust and Security Agreement dated as of July 26, 2007 (as amended, supplemented or otherwise modified from time to time) duly executed and delivered by Merger Sub, in form and substance acceptable to Lender in its sole discretion; (d) payment from the Borrower of a non-refundable, fully-earned closing fee in cash in an amount equal to $88,721.13 (which amount includes all accrued and unpaid interest on the Loan through the date hereof); (e) repayment of principal of the Loan in an amount of not less than $1,000,000 in cash or irrevocable written instruction from the Borrower each in form and substance satisfactory to Lender to apply not less than $1,000,000 of cash collateral held by Lender as repayment of principal of the LoanAdministrative Agent; (fd) receipt by (i) the consolidated Lead Arranger and consolidating balance sheets and statements of income and cash flows of Merger Sub and its Subsidiaries as at the end of and Administrative Agent, for the month ended October 31account of each consenting Lender, 2008the fees agreed to be paid to them by the Borrower in connection with this Amendment and (ii) to the Administrative Agent (or its affiliates) all reasonable fees and expenses, including reasonable fees and expenses of counsel to the Administrative Agent, required to be paid or reimbursed by the Borrower in connection with the preparation, execution and delivery of this Amendment (and, in the case of any such expenses, for which invoices in reasonable detail and certified shall have been presented to the Borrower prior to the First Amendment Effective Date); and (e) receipt by the chief financial officer (Administrative Agent of such documents, certificates and other instruments as the Administrative Agent or other officer acceptable to Lender in its sole discretion) of Merger Sub counsel may reasonably request relating to the effect that such information is true organization, existence and complete good standing of the Obligors, the authorization of this Amendment and fairly presents the results of operations transactions contemplated hereby and financial condition of Merger Sub any other legal matters relating to the Obligors, this Amendment, the other Loan Documents and its Subsidiaries as at and for the month ended October 31transactions contemplated hereby, 2008; (g) a calculation of Net Worth of POC as of September 30, 2008 with supporting written detail all in form and substance acceptable to Lender in its sole discretion, showing Net Worth of POC as of such date (on a consolidated basis) of not less than $3,300,000, certified as true and correct by the chief financial officer of the Borrower; (h) an agreement of subordination and assignment, duly executed and delivered by Rio Vista Operating LLC, in form and substance reasonably satisfactory to Lender in its sole discretion; and (i) such partnership or other authorization documents of the Borrower, the Guarantors and subordinated creditors, as required by Lender, and opinions of counsel as Lender shall requestAdministrative Agent.

Effectiveness of Amendment. This Third Amendment shall become effective on as of the date hereof (the “Amendment Effective Date”) on which Lender shall have receivedupon satisfaction of the following conditions precedent: (a) The Administrative Agent (or its counsel) shall have received from Holdings, the Company and each Lender party to the Existing Third Amended and Restated Revolving Credit Agreement a counterpart of this Third Amendment duly executed by all parties heretoAmendment, signed on behalf of such party (which may include facsimile or other electronic transmission of a signed signature page of this Amendment); (b) The Administrative Agent shall have received a final executed copy of (i) the consents substantially Acquisition Agreement Amendment, which shall be in form and substance reasonably satisfactory to the form attached hereto Arrangers, and (ii) the “Consents”) duly executed by Amendment No. 1 to the Guarantors and subordinated creditors (Bridge Credit Agreement dated as of the names of which are set forth on date hereof among the Consents), as applicableparties thereto; (c) an amendment to the MortgageThe Administrative Agent shall have received a certificate, Deed of Trust and Security Agreement dated as of July 26the Amendment Effective Date and signed on behalf of the Company by a Responsible Officer or a Financial Officer of the Company, 2007 confirming (i) that all representations and warranties set forth in this Amendment and the other Loan Documents as amendedamended by this Amendment are true and correct in all material respects on and as of the Amendment Effective Date after giving effect to this Amendment, supplemented except that (A) to the extent that any such representation or otherwise modified from time warranty is stated to timerelate solely to an earlier date, such certificate shall confirm that such representation or warranty is true and correct in all material respects as of such earlier date and (B) duly executed with respect to any representation or warranty that is qualified as to “materiality”, “Material Adverse Effect” or similar language, such certificate shall confirm that such representation or warranty is true and delivered by Merger Sub, correct in form all respects; and substance acceptable (ii) no Default or Event of Default exists and is continuing on the Amendment Effective Date after giving effect to Lender in its sole discretionthis Amendment; (d) payment from The Lenders, the Borrower Administrative Agent, and the Arrangers shall have received all fees and expenses required to be paid by the applicable Loan Parties (including, without limitation, the reasonable and documented out-of-pocket fees, charges and disbursements of a non-refundable▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, fully-earned closing counsel to the Administrative Agent) for which invoices have been presented to the Company at least 3 Business Days prior to the Amendment Effective Date (or such later date as the Company shall permit in its reasonable discretion); and (e) The Administrative Agent shall have received an amendment fee in cash for the account of each Lender party hereto in an amount equal to $88,721.13 (which amount includes all accrued and unpaid interest on the Loan through the date hereof); (e) repayment 0.10% of principal such Lender’s Commitment as of the Loan in an amount of not less than $1,000,000 in cash or irrevocable written instruction from the Borrower in form and substance satisfactory to Lender to apply not less than $1,000,000 of cash collateral held by Lender as repayment of principal of the Loan; (f) the consolidated and consolidating balance sheets and statements of income and cash flows of Merger Sub and its Subsidiaries as at the end of and for the month ended October 31, 2008, in reasonable detail and certified by the chief financial officer (or other officer acceptable to Lender in its sole discretion) of Merger Sub to the effect that such information is true and complete and fairly presents the results of operations and financial condition of Merger Sub and its Subsidiaries as at and for the month ended October 31, 2008; (g) a calculation of Net Worth of POC as of September 30, 2008 with supporting written detail in form and substance acceptable to Lender in its sole discretion, showing Net Worth of POC as of such date (on a consolidated basis) of not less than $3,300,000, certified as true and correct by the chief financial officer of the Borrower; (h) an agreement of subordination and assignment, duly executed and delivered by Rio Vista Operating LLC, in form and substance satisfactory to Lender in its sole discretion; and (i) such partnership or other authorization documents of the Borrower, the Guarantors and subordinated creditors, as required by Lender, and opinions of counsel as Lender shall requestAmendment Effective Date.

Effectiveness of Amendment. This Third Amendment shall become effective on the date (the “First Amendment Effective Date”) , which shall be the date on which Lender shall have receivedeach of the following conditions is satisfied: (a) the Administrative Agent shall have received counterparts of this Third Amendment duly executed by all parties each of the Parties hereto; (b) the consents substantially Administrative Agent shall have received (i) a proposed updated Annual Operating Budget covering the Emerald RNG Project with respect to calendar year 2024 and (ii) an updated Construction Budget for the Sapphire RNG Project, for the review and approval (not to be unreasonably withheld) by the Administrative Agent (in consultation with the Independent Engineer), in each case, to be reflected in the form Base Case Projections attached hereto (the “Consents”) duly executed by the Guarantors and subordinated creditors (the names of which are set forth on the Consents), as applicableAppendix E; (c) an amendment the Administrative Agent shall have received evidence of payment of all outstanding legal fees and expenses of ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ LLP, in its capacity as counsel to the Mortgage, Deed of Trust and Security Agreement dated as of July 26, 2007 (as amended, supplemented or otherwise modified from time to time) duly executed and delivered by Merger Sub, in form and substance acceptable to Lender in its sole discretion;Administrative Agent; and (d) the Administrative Agent shall have received evidence of payment from the Borrower of a non-refundable, fully-earned closing an amendment fee in cash the amount of $150,000 (representing an amendment fee of $50,000 per Lender), in an amount equal to $88,721.13 (which amount includes all accrued and unpaid interest on connection with the Loan through the date hereof);execution of this Amendment; and (e) repayment the Borrower shall have represented to the Administrative Agent, the Lenders and LC Issuers, and by its execution and delivery of principal this Amendment the Borrower does hereby represent, confirm and acknowledge to the Administrative Agent and the Lenders, that (i) the execution, delivery and performance of this Amendment and the performance by the Borrower of the Loan in an amount of not less than $1,000,000 in cash or irrevocable written instruction from Amended Credit Agreement have been duly authorized by all necessary limited liability company action on the Borrower in form and substance satisfactory to Lender to apply not less than $1,000,000 of cash collateral held by Lender as repayment of principal of the Loan; (f) the consolidated and consolidating balance sheets and statements of income and cash flows of Merger Sub and its Subsidiaries as at the end of and for the month ended October 31, 2008, in reasonable detail and certified by the chief financial officer (or other officer acceptable to Lender in its sole discretion) of Merger Sub to the effect that such information is true and complete and fairly presents the results of operations and financial condition of Merger Sub and its Subsidiaries as at and for the month ended October 31, 2008; (g) a calculation of Net Worth of POC as of September 30, 2008 with supporting written detail in form and substance acceptable to Lender in its sole discretion, showing Net Worth of POC as of such date (on a consolidated basis) of not less than $3,300,000, certified as true and correct by the chief financial officer part of the Borrower; ; (hii) an agreement each of subordination this Amendment and assignmentthe Amended Credit Agreement constitutes a legal, duly executed valid and delivered by Rio Vista Operating LLC, in form and substance satisfactory to Lender in its sole discretion; and (i) such partnership or other authorization documents binding obligation of the Borrower, enforceable against the Guarantors Borrower in accordance with its terms, except as enforcement may be limited (x) by bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar laws affecting creditors’ rights generally and subordinated creditors(y) by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law, (iii) the representations and warranties of the Borrower set forth in Article III of the Existing Credit Agreement and in each other Loan Document are true and correct on and as required by Lenderof the First Amendment Effective Date in all material respects (except that any representation and warranty that is qualified as to “materiality” or “Material Adverse Effect” are true and correct in all respects as so qualified) as though made as of the First Amendment Effective Date, except for changes in factual circumstances permitted under the Loan Documents and provided that prior to the initial Borrowing Date for the Sapphire Project, no representation or warranty under Section 3.7, 3.10, 3.11 or 3.12 shall be made with respect to the Sapphire Project or Sapphire Project Company, and opinions (iv) no Default or Event of counsel as Lender shall requestDefault has occurred and is continuing under the Existing Credit Agreement or any of the other Loan Documents.

Effectiveness of Amendment. This Third Amendment shall become effective on the date (that each of the “Effective Date”) on which Lender following shall have receivedbeen satisfied: (a) this Third Amendment duly the Administrator shall have received counterparts hereof executed by all parties heretothe Seller, the Servicer, each Purchaser and the Administrator; (b) the consents substantially in Parent shall have executed and delivered to the form attached hereto (the “Consents”) duly executed by the Guarantors Administrator an acknowledgment and subordinated creditors (the names of which are set forth on the Consents), as applicableconsent; (c) an amendment to the Mortgage, Deed Administrator shall have received executed counterparts of Trust and Security Agreement the Fee Letters dated as of July 26the date hereof, 2007 (and all fees due and payable on the date hereof as amended, supplemented or otherwise modified from time to time) duly executed and delivered by Merger Sub, in form and substance acceptable to Lender in its sole discretionset forth therein; (d) payment from the Borrower Administrator shall have received executed counterparts of a non-refundable, fully-earned closing fee in cash in an amount equal to $88,721.13 (which amount includes all accrued and unpaid interest on the Loan through Deposit Account Control Agreement dated as of the date hereof); (e) repayment the Administrator shall have received copies of principal of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Amendment and the Loan in an amount of not less than $1,000,000 in cash or irrevocable written instruction from the Borrower in form and substance satisfactory to Lender to apply not less than $1,000,000 of cash collateral held by Lender as repayment of principal of the Loanother Transaction Documents; (f) the consolidated and consolidating balance sheets and statements of income and cash flows of Merger Sub and its Subsidiaries as at the end of and for the month ended October 31, 2008, in reasonable detail and certified by the chief financial officer (or other officer acceptable to Lender in its sole discretion) of Merger Sub Administrator shall have received executed counterparts to the effect that such information is true Joinder Agreement executed by U.S. Xpress, Inc. and complete Total Transportation of Mississippi LLC (each, a “New Originator”), the Seller, each Purchaser, each Purchaser Agent and fairly presents the results of operations and financial condition of Merger Sub and its Subsidiaries as at and for the month ended October 31, 2008Administrator; (g) a calculation of Net Worth of POC as of September 30the Seller and the Administrator shall have received the following, 2008 with supporting written detail each in form and substance acceptable reasonably satisfactory to Lender in its sole discretionthe Seller and the Administrator: (i) a copy of the resolutions of the board of directors or managers of each New Originator approving the Transaction Documents to be executed and delivered by it and the transactions contemplated hereby and thereby, showing Net Worth certified by the Secretary or Assistant Secretary of POC such New Originator; (ii) good standing certificates for each New Originator issued as of a recent date by the Secretary of State of the jurisdiction of such date New Originator’s organization and each jurisdiction where such New Originator conducts a substantial amount of business; (iii) a certificate of the Secretary or Assistant Secretary of each New Originator certifying the names and true signatures of the officers authorized on such Person’s behalf to sign the Transaction Documents to be executed and delivered by it (on which certificate the Servicer, the Seller and the Administrator (as the Seller’s assignee) may conclusively rely until such time as the Servicer, the Seller and the Administrator (as the Seller’s assignee) shall receive from such Person a consolidated basisrevised certificate meeting the requirements of this clause (iii)); (iv) the certificate of formation or other organizational document of each New Originator duly certified by the Secretary of State of the jurisdiction of such New Originator’s organization as of a recent date, together with a copy of the limited liability company agreement of each New Originator, each duly certified by the Secretary or an Assistant Secretary of such New Originator; (v) originals of the proper financing statements (Form UCC-1) that have been duly authorized and name each New Originator as the debtor/seller and the Seller as the buyer/assignor (and the Administrator, for the benefit of the Purchasers, as secured party/assignee) of not less than $3,300,000the Receivables generated by such New Originator as may be necessary or, certified in the Seller’s or the Administrator’s reasonable opinion, desirable under the UCC of all appropriate jurisdictions to perfect the Seller’s ownership interest in all Receivables and Related Rights (including, without limitation, Related Security) in which an ownership or security interest has been assigned to the Seller hereunder; (vi) a written search report from a Person listing all effective financing statements that name each New Originator as true debtors or sellers and correct that are filed in all jurisdictions in which filings may be made against such Person pursuant to the applicable UCC, together with copies of such financing statements (none of which, except for those described in the foregoing clause (v) (and/or released or terminated, as the case may be, prior to the date hereof), shall cover any Receivable or any Related Rights which are to be sold or contributed to the Seller hereunder), and tax and judgment lien search reports showing no evidence of such liens filed against each New Originator; (vii) a favorable opinion of ▇▇▇▇▇ & ▇▇▇▇▇▇ L.L.P., counsel to each New Originator; (viii) a copy of the Seller Note in favor of each New Originator, duly executed by the chief financial officer of Seller; and (ix) evidence that each New Originator has placed on the Borrower;most recent, and has taken all steps reasonably necessary to ensure that there shall be placed on subsequent, summary master data processing reports the following legend (or the substantive equivalent thereof): “THE RECEIVABLES DESCRIBED HEREIN HAVE BEEN CONTRIBUTED OR SOLD TO SWIFT RECEIVABLES COMPANY II, LLC ▇▇▇▇▇▇▇▇ TO A PURCHASE AND SALE AGREEMENT, DATED AS OF JUNE 8, 2011, BETWEEN THE ▇▇▇▇▇▇▇▇▇▇▇ NAMED THEREIN AND SWIFT RECEIVABLES COMPANY II, LLC; AND AN INTEREST IN THE RECEIVABLES DESCRIBED HEREIN HAS BEEN GRANTED TO PNC BANK, NATIONAL ASSOCIATION, FOR THE BENEFIT OF THE PURCHASERS UNDER THE RECEIVABLES PURCHASE AGREEMENT, DATED AS OF JUNE 8, 2011, AMONG SWIFT RECEIVABLES COMPANY II, LLC, SWIFT TRANSPORTATION SERVICES, LLC, AS ▇▇▇▇▇▇▇▇, THE VARIOUS PURCHASERS AND PURCHASING AGENTS FROM TIME TO TIME PARTY THERETO AND PNC BANK, NATIONAL ASSOCIATION, AS ADMINISTRATOR AND LC BANK.”; and (h) an agreement of subordination and assignmentthe Administrator shall have received such other agreements, duly executed and delivered by Rio Vista Operating LLCinstruments, in form and substance satisfactory to Lender in its sole discretion; and (i) such partnership or other authorization documents of the Borrowerdocuments, the Guarantors and subordinated creditors, as required by Lendercertificates, and opinions of counsel as Lender shall the Administrator may reasonably request.

Effectiveness of Amendment. This Third Amendment shall become effective on The effectiveness of this Amendment, and the agreement of each Tranche A Term Lender to make Tranche A Term Loans, are subject to the satisfaction of the following conditions precedent (the date (of satisfaction of such conditions precedent, the “First Amendment Effective Date”) on which Lender shall have received:): (a) this Third Amendment receipt by the Administrative Agent of duly executed by all parties heretocounterparts of this Amendment that, when taken together, bear the signatures of (i) the Borrower and Holdings, (ii) requisite Lenders under the Credit Agreement and (iii) each of the Tranche A Term Lenders; (b) on the consents substantially First Amendment Effective Date, both before and after giving effect to the Tranche A Term Loans, all representations and warranties made by any Credit Party contained herein or in the form attached hereto other Credit Documents shall be true and correct in all material respects with the same effect as though such representations and warranties had been made on and as of the First Amendment Effective Date (the “Consents”) duly executed by the Guarantors except where such representations and subordinated creditors (the names warranties expressly relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects as of which are set forth on the Consentssuch earlier date), as applicable; (c) an amendment on the First Amendment Effective Date, both before and after giving effect to the MortgageTranche A Term Loans, Deed no Default or Event of Trust Default shall have occurred and Security Agreement dated as of July 26, 2007 (as amended, supplemented or otherwise modified from time to time) duly executed and delivered by Merger Sub, in form and substance acceptable to Lender in its sole discretionbe continuing; (d) payment from receipt by the Borrower Administrative Agent of a non-refundablereaffirmation in respect of the Guarantee, fully-earned closing fee the Pledge Agreement and the Security Agreement substantially in cash in an amount equal to $88,721.13 the form of Exhibit D hereto, executed and delivered by a duly authorized officer of each Guarantor, pledgor party there and grantor party thereto, as applicable (which amount includes all accrued and unpaid interest on the Loan through the date hereof“Reaffirmation Agreement”); (e) repayment (i) receipt by the Administrative Agent of principal a Flood Certificate in respect of the Loan in an amount of not less than $1,000,000 in cash or irrevocable written instruction from each Mortgaged Property and (ii) the Borrower shall have used commercially reasonable efforts to execute and deliver a Mortgage modification in respect of each Mortgaged Property, legal opinions of local counsel to the Borrower in each jurisdiction where a Mortgaged Property is located and a date-down endorsement in respect of each title insurance policy issued on the original Closing Date, in each case, in form and substance reasonably satisfactory to Lender to apply not less than $1,000,000 of cash collateral held by Lender as repayment of principal of the LoanAdministrative Agent; (f) receipt by the consolidated Administrative Agent of executed legal opinions of (i) ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, special New York counsel to the Borrower and consolidating balance sheets and statements of income and cash flows of Merger Sub and its Subsidiaries as at (ii) ▇▇▇ ▇▇▇▇▇▇▇, General Counsel to the end of and for the month ended October 31, 2008Borrower, in reasonable detail each case, in form and certified by the chief financial officer (or other officer acceptable to Lender in its sole discretion) of Merger Sub substance reasonably satisfactory to the effect that such information is true and complete and fairly presents the results of operations and financial condition of Merger Sub and its Subsidiaries as at and for the month ended October 31, 2008Administrative Agent; (g) a calculation of Net Worth of POC as of September 30, 2008 with supporting written detail the fees in form the amounts previously agreed in writing by the Arrangers to be received by the Arrangers and substance acceptable the Lenders on the First Amendment Effective Date (including an amendment fee to each existing Lender that consents to this Amendment in its sole discretion, showing Net Worth of POC as an amount equal to 0.10% times the aggregate amount of such date Lender’s existing Term Loans and Revolving Credit Commitments) and all expenses (including the reasonable fees, disbursements and other charges of counsel to the Administrative Agent) for which invoices have been presented on a consolidated basis) of not less than $3,300,000or prior to the First Amendment Effective Date, certified as true and correct by the chief financial officer of the Borrowerin each case, shall have been paid; (h) an agreement receipt by the Administrative Agent of subordination and assignmenta Notice of Borrowing (whether in writing or by telephone) meeting the requirements of Section 2.3 of the Credit Agreement, duly executed and delivered as amended hereby; (i) receipt by Rio Vista Operating LLCthe Administrative Agent of a copy of the resolutions, in form and substance satisfactory to Lender in its sole discretion; and the Administrative Agent, of the Board of Directors (or equivalent governing body) of each Credit Party (or a duly authorized committee thereof) authorizing (i) such partnership or other authorization documents the execution, delivery and performance of this Amendment and the Reaffirmation Agreement (and any agreements relating thereto), as applicable, (ii) in the case of the Borrower, the Guarantors extensions of credit contemplated hereunder and subordinated creditors(iii) the reaffirmation of the Liens under the Reaffirmation Agreement; (j) receipt by the Administrative Agent of true and complete copies of the certificate of incorporation and by-laws (or equivalent organizational documents) of each Credit Party or a certificate from each Credit Party, as required dated the First Amendment Effective Date, executed by Lenderthe President or any Vice President and the Secretary or any Assistant Secretary of such Credit Party, that there have been no amendments, supplements or modification thereto since the Closing Date; and (k) receipt by the Administrative Agent of a certificate of each Credit Party, dated the First Amendment Effective Date, substantially in the form of Exhibit I to the Credit Agreement, with appropriate insertions, executed by the President or any Vice President and the Secretary or any Assistant Secretary of such Credit Party, and opinions attaching the documents referred to in clauses (i) and (j) above and, where applicable, certifying as to the incumbency and specimen signature of counsel each officer executing this Amendment or the Reaffirmation Agreement or any other document delivered in connection herewith and therewith on behalf of such Credit Party, and certifying that the conditions set forth in Sections 5(b) and (c) shall be satisfied. The acceptance of the benefits of the Tranche A Term Loans shall constitute a representation and warranty by each Credit Party to each of the Lenders that all the applicable conditions specified above exist as Lender shall requestof that time.

Effectiveness of Amendment. This Third (a) The Amendment shall become effective on the date (the “Effective Date”) on which Lender all of the following events or conditions shall have receivedoccurred or been satisfied: (ai) this Third Amendment duly executed by all parties hereto; (b) the consents substantially in the form attached hereto (the “Consents”) duly executed by the Guarantors and subordinated creditors (the names of which are set forth on the Consents), as applicable; (c) an amendment to the Mortgage, Deed of Trust and Security Agreement dated as of July 26, 2007 (as amended, supplemented or otherwise modified from time to time) duly has been executed and delivered by Merger Sub, the Issuer and the Indenture Trustee and approved by Series 2012-1 Noteholders representing in form and substance acceptable to Lender in its sole discretionaggregate the Control Party for Series 2012-1; (dii) payment from the Borrower of a non-refundable, fully-earned closing fee in cash in an amount equal Indenture Trustee shall have received (1) pursuant to $88,721.13 (which amount includes all accrued and unpaid interest on the Loan through the date hereof); (e) repayment of principal Section 1301 of the Loan in Indenture, an amount of not less than $1,000,000 in cash or irrevocable written instruction from the Borrower Officer’s Certificate in form and substance satisfactory to Lender the Indenture Trustee, and (2) pursuant to apply not less than $1,000,000 of cash collateral held by Lender as repayment of principal Section 1003 of the Loan; (f) the consolidated and consolidating balance sheets and statements Indenture, an Opinion of income and cash flows of Merger Sub and its Subsidiaries as at the end of and for the month ended October 31, 2008, in reasonable detail and certified by the chief financial officer (or other officer acceptable to Lender in its sole discretion) of Merger Sub Counsel addressed to the effect that such information is true Indenture Trustee and complete and fairly presents the results of operations and financial condition of Merger Sub and its Subsidiaries as at and for the month ended October 31, 2008; (g) a calculation of Net Worth of POC as of September 30, 2008 with supporting written detail in form and substance acceptable to Lender in its sole discretion, showing Net Worth of POC as of such date (on a consolidated basis) of not less than $3,300,000, certified as true and correct by the chief financial officer of the Borrower; (h) an agreement of subordination and assignment, duly executed and delivered by Rio Vista Operating LLC, otherwise in form and substance satisfactory of the Indenture Trustee; (iii) the Control Party for Series 2012-1 shall have directed the Indenture Trustee to Lender enter into this Amendment; (iv) Amendment Number 1 to the Indenture shall be in its sole discretionfull force and effect and all conditions precedent therein have been satisfied; (v) Amendment Number 1 to the Series 2012-1 Note Purchase Agreement shall be in full force and effect and all conditions precedent therein have been satisfied; and (vi) Amendment Number 1 to the Management Agreement shall be in full force and effect and all conditions precedent therein have been satisfied. (b) This Amendment shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. (c) On and after the execution and delivery hereof, (i) such partnership or other authorization documents this Amendment shall become a part of the BorrowerSeries 2012-1 Supplement and (ii) each reference in the Series 2012-1 Supplement to “this Series 2012-1 Supplement”, or “hereof”, “hereunder” or words of like import, and each reference in any other document to the Indenture shall mean and be a reference to such Indenture, as amended or modified hereby. (d) Except as expressly amended or modified hereby, the Guarantors Series 2012-1 Supplement shall remain in full force and subordinated creditors, as required effect and is hereby ratified and confirmed by Lender, and opinions of counsel as Lender shall requestthe parties hereto.

Effectiveness of Amendment. This Third Amendment shall become effective as of the date hereof on the first date (the “"Amendment Effective Date”") on which Lender shall have receivedthe Administrative Agent has received each of the following, each in form and substance satisfactory to the Administrative Agent (terms defined in the Loan Agreement as amended by this Amendment being used in this Section 2 as so defined) and in a number of copies (other than the allonges to the Notes) sufficient for each Lender: (a) 15 copies of this Third Amendment duly executed and delivered by all parties heretoeach Borrower and each Lender and Charter; (b) an allonge to each Note outstanding under the consents substantially in the form attached hereto (the “Consents”) Loan Agreement, duly executed and delivered by the Guarantors and subordinated creditors (the names of which are set forth on the Consents), as applicableCharter; (c) an amendment to the Mortgage, Deed of Trust and Security WinsLoew Pledge Agreement dated as of July 26, 2007 (as amended, supplemented or otherwise modified from time to time) duly executed and delivered by Merger SubWinsLoew as to the Charter shares acquired pursuant to the Charter Purchase Agreement, in form together with any and substance acceptable to Lender in its sole discretionall deliveries contemplated thereby; (d) payment from results of UCC, tax, and judgment lien searches in respect of Charter and evidence, satisfactory to the Borrower Administrative Agent, that any Liens reflected therein have been discharged or that the Administrative Agent is in possession of a non-refundable, fully-earned closing fee in cash in an amount equal appropriate releases permitting it to $88,721.13 (which amount includes all accrued and unpaid interest on the Loan through the date hereof)effect such discharge; (e) repayment of principal of Financing Statements signed by Charter in appropriate form for filing in each jurisdiction in which such a filing is required to perfect the Loan in an amount of not less than $1,000,000 in cash or irrevocable written instruction from the Borrower in form and substance satisfactory to Lender to apply not less than $1,000,000 of cash collateral held by Lender as repayment of principal of the LoanSecurity Interest; (f) any landlord or mortgagee Lien subordination or waiver agreements as the consolidated Administrative Agent may request, duly executed and consolidating balance sheets and statements of income and cash flows of Merger Sub and its Subsidiaries as at the end of and for the month ended October 31, 2008, in reasonable detail and certified delivered by the chief financial officer (respective landlords or other officer acceptable to Lender in its sole discretion) of Merger Sub to the effect that such information is true and complete and fairly presents the results of operations and financial condition of Merger Sub and its Subsidiaries as at and for the month ended October 31, 2008mortgagees; (g) a calculation copy of Net Worth the opinion letter of POC as the Charter Sellers' counsel delivered pursuant to the provisions of September 30the Charter Purchase Agreement, 2008 with supporting written detail in form addressed to the Administrative Agent and substance acceptable to Lender in its sole discretion, showing Net Worth of POC as the Lenders or accompanied by a letter of such date (counsel expressly permitting the Administrative Agent and the Lenders to rely on a consolidated basis) of not less than $3,300,000, certified as true and correct by the chief financial officer of the Borroweropinions expressed therein; (h) an agreement opinion of subordination counsel for the Borrowers as to the due authorization, execution and assignmentdelivery of this Amendment and the other Loan Documents contemplated hereby to be delivered in connection with the effectiveness hereof by any Loan Party, duly executed as to the enforceability of this Amendment, the Loan Agreement as amended hereby and such other Loan Documents, and such other matters related to the Acquisition of Charter or such Loan Document as any Lender through the Administrative Agent may reasonably request; (i) a certificate of the Secretary of WinsLoew having attached thereto true and correct copies of the Charter Purchase Agreement and each other agreement, instrument, certificate and other document contemplated thereby to be delivered by Rio Vista Operating LLCin connection with the consummation of the transactions contemplated thereby; (j) a certificate of the President of WinsLoew or a Financial Officer to the effect that the Acquisition of Charter has been consummated substantially in accordance with the terms of the Charter Purchase Agreement, without any waiver or modification of any material provision thereof, that after giving effect thereto and to this Amendment, the representations and warranties of the Borrowers set forth in form the Loan Agreement are true and substance correct in all material respects (having attached to such certificate any modified Schedules required to make such statement true), without limiting the generality of the foregoing, a specific statement that the conditions set forth in Section 6.2 of the Loan Agreement to the making of any Acquisition Loan, have been satisfied as of the date of such certificate, and that no Default or Event of Default exists; (k) the Administrative Agent shall have received evidence satisfactory to Lender it that the Trivest Investors have made an additional cash equity contribution to WinsLoew in its sole discretionan amount not less than $1,500,000 and that individual sellers under the Charter Purchase Agreement have continued/invested not less than $1,850,000 in WinsLoew in the form of roll-over equity; and (il) such partnership or other authorization agreements, certificates, instruments and other documents as any Lender through the Administrative Agent may reasonably request (including, without being limited to, a collateral assignment of WinsLoew's rights and indemnities under the Borrower, Charter Purchase Agreement) in connection with the Guarantors and subordinated creditors, as required by Lender, and opinions of counsel as Lender shall requesttransactions contemplated hereby.

Effectiveness of Amendment. This Third Amendment shall not become effective on until all of the date (the “Effective Date”) on which Lender following conditions shall have receivedbeen satisfied: (ai) this Third Amendment duly executed by all parties heretothe absence of any default or Event of Default under either of the Leases; (bii) the consents substantially representations and warranties of the Lessees in Section 3 hereof shall be true and correct in all material respects at such time; (iii) concurrently with the effectiveness of this Amendment, the effectiveness of the Senior Credit Agreement in the form attached hereto (set forth as Exhibit B hereto, and the execution and delivery by each of the parties identified in the Senior Credit Agreement of each of the security, collateral or pledge documents required by the Senior Credit Agreement as conditions to the “Consents”) duly executed by the Guarantors and subordinated creditors (the names of which are set forth on the Consents), as applicableAmendment Effective Date” referred to therein; (civ) the absence of a Default or an amendment to Event of Default as provided and defined in the Mortgage, Deed of Trust and Security Agreement dated as of July 26, 2007 (as amended, supplemented or otherwise modified from time to time) duly executed and delivered by Merger Sub, in form and substance acceptable to Lender in its sole discretionSenior Credit Agreement; (dv) payment from concurrently with the Borrower effectiveness of a non-refundablethis Amendment, fully-earned closing fee the effectiveness of the Second Lien Credit Agreement in cash the form set forth as Exhibit C hereto, and the execution and delivery by each of the parties identified in an amount equal the Second Lien Credit Agreement of each of the security, collateral or pledge documents required by the Second Lien Credit Agreement as conditions to $88,721.13 (which amount includes all accrued and unpaid interest on the Loan through the date hereof)“Amendment Effective Date” referred to therein; (evi) repayment concurrently with the effectiveness of principal this Amendment, the consummation of all transactions required pursuant to the Loan Merger Agreement on the closing date thereunder, including the payment due in an amount connection with the sale of not less than $1,000,000 in cash or irrevocable written instruction from preferred stock by the Borrower in form and substance satisfactory to Lender to apply not less than $1,000,000 of cash collateral held by Lender as repayment of principal of the LoanParent on such closing date; (fvii) the consolidated execution by each of ▇▇▇▇▇ Fargo Bank Minnesota, National Association and consolidating balance sheets and statements General Electric Capital Corporation of income and cash flows of Merger Sub and its Subsidiaries as at the end of and for the month ended October 31an Acknowledgment, 2008, in reasonable detail and certified by the chief financial officer (or other officer acceptable to Lender in its sole discretion) of Merger Sub to the effect that such information is true and complete and fairly presents the results of operations and financial condition of Merger Sub and its Subsidiaries as at and for the month ended October 31, 2008; (g) a calculation of Net Worth of POC as of September 30, 2008 with supporting written detail Consent & Waiver/Release Agreement in form and substance acceptable to Lender in its sole discretion, showing Net Worth of POC attached as of such date (on a consolidated basis) of not less than $3,300,000, certified as true and correct by the chief financial officer of the Borrower; (h) an agreement of subordination and assignment, duly executed and delivered by Rio Vista Operating LLC, in form and substance satisfactory to Lender in its sole discretionExhibit D hereto; and (iviii) such partnership the absence of a Default or other authorization documents an Event of Default as provided and defined in the Borrower, the Guarantors and subordinated creditors, as required by Lender, and opinions of counsel as Lender shall request.Second Lien Credit Agreement;

Effectiveness of Amendment. This Third Amendment shall become effective on effective, as of the date (first written above, upon the “Effective Date”) on which Lender shall have receivedsatisfaction of the following conditions precedent: (a) receipt by the Agent of this Third Amendment duly executed by all each of the parties hereto; (b) receipt by the consents substantially Agent of new Revolving Credit Notes to the order of each of the Lenders in the form attached hereto (amount of their respective new Commitments, accompanied by an Affidavit of Out-of-State Delivery or, if executed in the “Consents”) duly executed by state of Florida, the Guarantors and subordinated creditors (the names required amount of which are set forth on the Consents), as applicabledocumentary stamps affixed thereto; (c) a certificate of the secretary or an amendment assistant secretary of the Borrowers with respect to resolutions of their respective Boards of Directors authorizing the execution and delivery of this Amendment, confirming the resolutions previously adopted by such Boards of Directors of the Borrowers on October 19, 1994 authorizing the borrowings and other transactions contemplated under the Agreement, identifying the officer(s) authorized to execute, deliver and take all other actions required under this Amendment, or the Agreement, and confirming that each of the Borrowers' Articles of Organization and By-Laws previously delivered and certified to the MortgageAgent on November 22, Deed of Trust and Security Agreement dated as of July 26, 2007 (as 1994 have not been amended, supplemented substituted, rescinded or otherwise modified from time to time) duly executed and delivered by Merger Sub, in form and substance acceptable to Lender in its sole discretionany way since the date of said prior certification; (d) payment from a certificate of the Borrower president or chief financial officer of the Borrowers with respect to representations and warranties under the Agreement (to include a non-refundablelist of Properties acquired since the Closing Date), fully-earned closing fee in cash in an amount equal to $88,721.13 (which amount includes all accrued and unpaid interest on the Loan through the date hereof)absence of any Defaults or Events of Default; (e) repayment an opinion of principal legal counsel to the Borrowers as to due organization and good standing, due authorization of this Amendment and the Loan in an amount transactions contemplated hereby, enforceability of not less than $1,000,000 in cash this Amendment, the existence of no conflicts with laws or irrevocable written instruction from other agreements, and the Borrower in form and substance satisfactory to Lender to apply not less than $1,000,000 satisfaction or payment of cash collateral held by Lender as repayment of principal of the Loanall necessary recording, documentary, filing or other fees; (f) the consolidated and consolidating balance sheets and statements of income and cash flows of Merger Sub and its Subsidiaries such other items or documents as at the end of and for the month ended October 31, 2008, in reasonable detail and certified may be requested by the chief financial officer (Agent or other officer acceptable to Lender in its sole discretion) of Merger Sub to the effect that such information is true and complete and fairly presents the results of operations and financial condition of Merger Sub and its Subsidiaries as at and for the month ended October 31, 2008; (g) a calculation of Net Worth of POC as of September 30, 2008 with supporting written detail in form and substance acceptable to Lender in its sole discretion, showing Net Worth of POC as of such date (on a consolidated basis) of not less than $3,300,000, certified as true and correct by the chief financial officer of the Borrower; (h) an agreement of subordination and assignment, duly executed and delivered by Rio Vista Operating LLC, in form and substance satisfactory to Lender in its sole discretion; and (i) such partnership or other authorization documents of the Borrower, the Guarantors and subordinated creditors, as required by Lender, and opinions of counsel as Lender shall requestLenders.

Effectiveness of Amendment. This Third Second Amendment and the commitments referenced herein shall become effective on the date (first written above when each of the “Effective Date”) on which Lender following shall have receivedoccurred: (a) this Third Amendment each Continuing Revolving Lender (other than any New Revolving Lender) and the Required Lenders have duly executed by all parties heretoand delivered a counterpart of this Second Amendment and Holdings, the Borrower and the other Loan Parties have delivered duly executed counterparts of this Second Amendment to the Administrative Agent; (b) the consents substantially Administrative Agent shall have received: (i) a certificate of the Borrower dated as of the date hereof signed by a Responsible Officer of the Borrower certifying that (x) as of the date of and after giving effect to this Second Amendment, the representations and warranties contained in Section 7 of this Second Amendment are and shall be true and correct and (y) as of the date of and after giving effect to this Second Amendment, no Default or Event of Default exists or will exist; (ii) certified copies of the resolutions of the board of directors of the Borrower authorizing the Borrower to execute and deliver this Second Amendment and approving the transactions contemplated hereby; and (iii) an originally executed opinion of the Borrower’s counsel in form attached hereto (and substance reasonably satisfactory to the “Consents”) duly executed by the Guarantors and subordinated creditors (the names of which are set forth on the Consents), as applicable;Administrative Agent; and (c) an amendment to the Mortgage, Deed of Trust and Security Agreement dated as of July 26, 2007 (as amended, supplemented or otherwise modified from time to time) duly executed and delivered by Merger Sub, in form and substance acceptable to Lender in its sole discretion; (d) Administrative Agent has received payment from the Borrower of a nonfor any and all fees (including those fees set forth in Section 6(b) below) payable on or prior to the date hereof and out-refundable, fullyof-earned closing fee pocket costs and expenses referenced in cash in an amount equal Section 9(c) hereof and invoiced on or prior to $88,721.13 (which amount includes all accrued and unpaid interest on the Loan through the date hereof, in each case relating to this Second Amendment; provided that the amendments set forth in Section 2 of this Second Amendment shall not be implemented until January 5, 2010 (such date, the “Second Amendment Implementation Date”); , which shall be deemed to occur immediately prior to the Revolving Termination Date (e) repayment of principal of as defined under the Loan in an amount of Credit Agreement before giving effect to this Second Amendment). Notwithstanding the foregoing, the Second Amendment Implementation Date shall be deemed not less than $1,000,000 in cash or irrevocable written instruction from to have occurred if the Borrower has not complied with its payment obligations set forth in form and substance satisfactory to Lender to apply not less than $1,000,000 of cash collateral held by Lender as repayment of principal of the Loan; (fSection 6(a) the consolidated and consolidating balance sheets and statements of income and cash flows of Merger Sub and its Subsidiaries as at the end of and for the month ended October 31, 2008, in reasonable detail and certified by the chief financial officer (or other officer acceptable to Lender in its sole discretion) of Merger Sub to the effect that such information is true and complete and fairly presents the results of operations and financial condition of Merger Sub and its Subsidiaries as at and for the month ended October 31, 2008; (g) a calculation of Net Worth of POC as of September 30, 2008 with supporting written detail in form and substance acceptable to Lender in its sole discretion, showing Net Worth of POC as of such date (on a consolidated basis) of not less than $3,300,000, certified as true and correct by the chief financial officer of the Borrower; (h) an agreement of subordination and assignment, duly executed and delivered by Rio Vista Operating LLC, in form and substance satisfactory to Lender in its sole discretion; and (i) such partnership or other authorization documents of the Borrower, the Guarantors and subordinated creditors, as required by Lender, and opinions of counsel as Lender shall requestbelow.

Effectiveness of Amendment. This Third Second Amendment shall become effective on as of the date of satisfaction of the following conditions precedent (the “Second Amendment Effective Date”) on which Lender shall have received:): (a) the Administrative Agent shall have received this Third Second Amendment duly executed and delivered by all parties hereto;the Administrative Agent, the Borrower, each Lender party to the Credit Agreement (or, in the case of any Lender, a lender addendum in a form specified by the Administrative Agent). (b) a favorable opinion of L▇▇▇▇▇ & W▇▇▇▇▇▇ LLP, special counsel to the consents substantially in Obligors, addressed to the form attached hereto (Administrative Agent and each Lender, as to certain of the “Consents”) duly executed by the Guarantors and subordinated creditors (the names of which are matters set forth on in Annex A to this Second Amendment and such other matters concerning the Consents), Obligors and the Loan Documents as applicablethe Required Lenders may reasonably request; (c) an amendment a favorable opinion of R▇▇▇▇▇▇ ▇▇▇▇, the General Counsel of the Borrower, addressed to the MortgageAdministrative Agent and each Lender, Deed of Trust as to those matters set forth in Annex B to this Second Amendment not otherwise covered in the opinion referenced in clause (b) above and Security Agreement dated such other matters concerning the Obligors and the Loan Documents as of July 26, 2007 (as amended, supplemented or otherwise modified from time to time) duly executed and delivered by Merger Sub, in form and substance acceptable to Lender in its sole discretionthe Required Lenders may reasonably request; (d) payment from a certificate of a Responsible Officer of the Borrower of a non-refundablecertifying (i) that the conditions specified in Section 11 hereof have been satisfied, fully-earned closing fee in cash in an amount equal to $88,721.13 and (which amount includes all accrued and unpaid interest on the Loan through ii) that there has been no event or circumstance since the date hereof)of the Audited Financial Statements that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect; (e) repayment such certificates of principal resolutions or other action, incumbency certificates and other certificates of Responsible Officers of each Obligor as the Loan Administrative Agent may require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in an amount of not less than $1,000,000 in cash or irrevocable written instruction from the Borrower in form and substance satisfactory to Lender to apply not less than $1,000,000 of cash collateral held by Lender as repayment of principal of the Loanconnection with this Amendment; (f) the consolidated and consolidating balance sheets and statements evidence that there exists no action, suit, investigation, litigation or proceeding affecting any Obligor or any of income and cash flows of Merger Sub and its Subsidiaries as at pending or threatened before any Governmental Authority that (A) could reasonably be expected to have a Material Adverse Effect or (B) purports to affect the end legality, validity or enforceability of and for this Second Amendment or the month ended October 31, 2008, in reasonable detail and certified consummation of any of the transactions contemplated by the chief financial officer (or other officer acceptable to Lender in its sole discretion) of Merger Sub to the effect that such information is true and complete and fairly presents the results of operations and financial condition of Merger Sub and its Subsidiaries as at and for the month ended October 31, 2008this Second Amendment; (g) a calculation of Net Worth of POC as of September 30, 2008 with supporting written detail in form any fees and substance acceptable expenses required to Lender in its sole discretion, showing Net Worth of POC as of such date (be paid on a consolidated basis) of not less than $3,300,000, certified as true and correct by or before the chief financial officer of the Borrower;Second Amendment Effective Date shall have been paid; and (h) the Administrative Agent shall have received an agreement of subordination and assignment, duly executed and delivered by Rio Vista Operating LLCAcknowledgement, in the form and substance satisfactory annexed to Lender in its sole discretion; and (i) such partnership or other authorization documents of the Borrowerthis Second Amendment as Annex C, the Guarantors and subordinated creditors, as required by Lender, and opinions of counsel as Lender shall requestfrom each Guarantor.

Effectiveness of Amendment. This Third The Amendment shall become effective on the date (that each of the “Effective Date”) on which Lender following conditions shall have received:been satisfied (or waived in accordance with Section 9.05): (a) this Third Amendment duly receipt by the Agent of counterparts hereof signed by each of the parties hereto (or, in the case of any party as to which an executed counterpart shall not have been received, receipt by all parties heretothe Agent in form satisfactory to it of telegraphic, telex or other written confirmation from such party of execution of a counterpart hereof by such party); (b) the consents substantially in the form attached hereto (case of any Bank that shall not have received a Note prior to the “Consents”) Amendment Effective Date, receipt by the Agent for the account of such Bank of a duly executed by Note dated the Guarantors and subordinated creditors (Amendment Effective Date complying with the names provisions of which are set forth on the Consents), as applicableSection 2.05; (c) receipt by the Agent of an amendment to opinion of counsel for the MortgageBorrower, Deed who may be Latham & Watkins or Senior Counsel for Sears, su▇▇▇▇▇▇ial▇▇ in the form of Trust and Security Agreement dated as of July 26, 2007 (as amended, supplemented or otherwise modified from time to time) duly executed and delivered by Merger Sub, in form and substance acceptable to Lender in its sole discretionExhibit G hereto; (d) payment from receipt by the Borrower Agent of a non-refundablean opinion of Davis Polk & Wardwell, fully-earned closing fee special counsel for ▇▇▇ ▇▇▇▇▇, s▇▇▇▇▇▇▇▇ally in cash in an amount equal to $88,721.13 (which amount includes all accrued and unpaid interest on the Loan through the date hereof); form of Exhibit H hereto; (e) repayment of principal of receipt by the Loan in an amount of not less than $1,000,000 in cash or irrevocable written instruction from the Borrower in form and substance satisfactory to Lender to apply not less than $1,000,000 of cash collateral held by Lender as repayment of principal of the Loan; (f) the consolidated and consolidating balance sheets and statements of income and cash flows of Merger Sub and Agent, for its Subsidiaries as at the end of own account and for the month ended October 31account of the Banks parties thereto, 2008, of all accrued but unpaid fees under Section 2.08 of the Agreement as in reasonable detail and certified by the chief financial officer (or other officer acceptable to Lender in its sole discretion) of Merger Sub effect immediately prior to the effect that such information is true and complete and fairly presents the results of operations and financial condition of Merger Sub and its Subsidiaries Amendment Effective Date (including without limitation all facility fees payable pursuant to Section 2.08 as at and so in effect), for the month ended October 31, 2008period up to but excluding the Amendment Effective Date; (g) a calculation of Net Worth of POC as of September 30, 2008 with supporting written detail in form and substance acceptable to Lender in its sole discretion, showing Net Worth of POC as of such date (on a consolidated basis) of not less than $3,300,000, certified as true and correct by the chief financial officer of the Borrower; (h) an agreement of subordination and assignment, duly executed and delivered by Rio Vista Operating LLC, in form and substance satisfactory to Lender in its sole discretion; and (i) such partnership or other authorization documents of the Borrower, the Guarantors and subordinated creditors, as required by Lender, and opinions of counsel as Lender shall request.

Effectiveness of Amendment. This Third (a) The Amendment shall become effective on the date (the “Effective Date”) on which Lender all of the following events or conditions shall have receivedoccurred or been satisfied: (ai) this Third Amendment duly executed by all parties hereto; (b) the consents substantially in the form attached hereto (the “Consents”) duly executed by the Guarantors and subordinated creditors (the names of which are set forth on the Consents), as applicable; (c) an amendment to the Mortgage, Deed of Trust and Security Agreement dated as of July 26, 2007 (as amended, supplemented or otherwise modified from time to time) duly has been executed and delivered by Merger Sub, the Issuer and the Indenture Trustee and approved by Series 2012-1 Noteholders representing in form and substance acceptable to Lender in its sole discretionaggregate the Control Party for Series 2012-1; (dii) payment from the Borrower of a non-refundable, fully-earned closing fee in cash in an amount equal Indenture Trustee shall have received (1) pursuant to $88,721.13 (which amount includes all accrued and unpaid interest on the Loan through the date hereof); (e) repayment of principal Section 1301 of the Loan in Indenture, an amount of not less than $1,000,000 in cash or irrevocable written instruction from the Borrower Officer’s Certificate in form and substance satisfactory to Lender the Indenture Trustee, and (2) pursuant to apply not less than $1,000,000 of cash collateral held by Lender as repayment of principal Section 1003 of the Loan; (f) the consolidated and consolidating balance sheets and statements Indenture, an Opinion of income and cash flows of Merger Sub and its Subsidiaries as at the end of and for the month ended October 31, 2008, in reasonable detail and certified by the chief financial officer (or other officer acceptable to Lender in its sole discretion) of Merger Sub Counsel addressed to the effect that such information is true Indenture Trustee and complete and fairly presents the results of operations and financial condition of Merger Sub and its Subsidiaries as at and for the month ended October 31, 2008; (g) a calculation of Net Worth of POC as of September 30, 2008 with supporting written detail in form and substance acceptable to Lender in its sole discretion, showing Net Worth of POC as of such date (on a consolidated basis) of not less than $3,300,000, certified as true and correct by the chief financial officer of the Borrower; (h) an agreement of subordination and assignment, duly executed and delivered by Rio Vista Operating LLC, otherwise in form and substance satisfactory of the Indenture Trustee; (iii) the Control Party for Series 2012-1 shall have directed the Indenture Trustee to Lender enter into this Amendment; (iv) Amendment Number 2 to the Indenture shall be in its sole discretionfull force and effect and all conditions precedent therein have been satisfied; (v) Amendment Number 2 to the Series 2012-1 Note Purchase Agreement shall be in full force and effect and all conditions precedent therein have been satisfied; and (vi) Amendment Number 2 to the Management Agreement shall be in full force and effect and all conditions precedent therein have been satisfied. (b) This Amendment shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. (c) On and after the execution and delivery hereof, (i) such partnership or other authorization documents this Amendment shall become a part of the BorrowerSeries 2012-1 Supplement and (ii) each reference in the Series 2012-1 Supplement to “this Series 2012-1 Supplement”, or “hereof”, “hereunder” or words of like import, and each reference in any other document to the Indenture shall mean and be a reference to such Indenture, as amended or modified hereby. (d) Except as expressly amended or modified hereby, the Guarantors Series 2012-1 Supplement shall remain in full force and subordinated creditors, as required effect and is hereby ratified and confirmed by Lender, and opinions of counsel as Lender shall requestthe parties hereto.

Effectiveness of Amendment. This Third Amendment shall become effective on the date (the “Effective Date”) on which Lender shall have received: (a) This Amendment will be valid, binding, and effective against each Party as to all Agreements when it has been signed by such Party. Pursuant to the respective amendment provisions of each of the Agreements, this Third Amendment duly executed by will be valid, binding, and effective against all parties hereto;to a particular Agreement (including the Parties) when it has been signed by Parties constituting the requisite vote required to amend such Agreement pursuant to the amendment provisions thereof. (b) The Agreements will be deemed to be amended, supplemented, and modified as set forth in this Amendment only: (i) upon the consents substantially consummation of the Proposed IPO, and (ii) if the proceeds (net of underwriting discounts and --- commissions) received by CompleTel Europe in exchange for the ordinary shares issued in the form attached hereto Proposed IPO equal or exceed $60 million, and (iii) if the “Consents”price --- per CompleTel Europe ordinary share paid to CompleTel Europe in such Proposed IPO equals or exceeds the product of (x) duly executed by 3.0 times (y) the Guarantors and subordinated creditors quotient of (A) the names ----- aggregate capital contributions made on or prior to the date of such Proposed IPO with respect to all Purchaser Securities then outstanding which are set forth derived from the Series A Preferred Units, divided by (B) the number of CompleTel Europe ordinary shares beneficially represented by all Purchaser Securities (on a fully diluted, as-if-converted basis) outstanding immediately prior to the Consents), as applicable;consummation of such Proposed IPO which are derived from the Series A Preferred Units. (c) an amendment This Amendment will terminate and be of no further force and effect if the Proposed IPO, meeting the requirements set forth in paragraph (b) above, has not been consummated on or prior to April 30, 2000 (or such later termination date as may be agreed to in writing by the MortgageCompany, Deed of Trust MDCP, and Security Agreement dated as of July 26, 2007 (as amended, supplemented or otherwise modified from time to time) duly executed and delivered by Merger Sub, in form and substance acceptable to Lender in its sole discretion;▇▇▇▇▇▇▇▇ Holdings). (d) payment from the Borrower of a non-refundable, fully-earned closing fee in cash in an amount equal to $88,721.13 (which amount includes all accrued and unpaid interest on the Loan through the date hereof); (e) repayment of principal The provisions of the Loan Agreements will be amended, supplemented, or modified only as expressly set forth in an amount of not less than $1,000,000 in cash or irrevocable written instruction from this Amendment. After the Borrower in form and substance satisfactory to Lender to apply not less than $1,000,000 of cash collateral held by Lender as repayment of principal consummation of the Loan; (f) the consolidated and consolidating balance sheets and statements of income and cash flows of Merger Sub and its Subsidiaries as at the end of and for the month ended October 31, 2008, in reasonable detail and certified by the chief financial officer (or other officer acceptable to Lender in its sole discretion) of Merger Sub to the effect that such information is true and complete and fairly presents the results of operations and financial condition of Merger Sub and its Subsidiaries as at and for the month ended October 31, 2008; (g) a calculation of Net Worth of POC as of September 30, 2008 with supporting written detail in form and substance acceptable to Lender in its sole discretion, showing Net Worth of POC as of such date (on a consolidated basis) of not less than $3,300,000, certified as true and correct by the chief financial officer of the Borrower; (h) an agreement of subordination and assignment, duly executed and delivered by Rio Vista Operating LLC, in form and substance satisfactory to Lender in its sole discretion; and (i) such partnership or other authorization documents of the BorrowerProposed IPO, the Guarantors Agreements will continue in full force and subordinated creditors, effect as required by Lender, and opinions of counsel as Lender shall requestamended hereby.

Effectiveness of Amendment. This Third The provisions of SECTIONS 1 and 2 of this Amendment shall become effective as of the date hereof on the date (the “"Amendment Effective Date”") on which Lender the Administrative Agent shall have receivedreceived (1) an amendment fee in the amount of $450,000 for the Ratable account of the Lenders and (2) the following documents, each of which shall be satisfactory in form and substance to the Administrative Agent and in sufficient copies for each Lender: (a) at least seven copies of this Third Amendment duly executed by all parties heretothe Borrowers, the Subsidiary Guarantors and the Lenders; (b) a certificate of the consents substantially president or chief financial officer of Heaf▇▇▇ ▇▇▇ting that, to the best of his knowledge and based on an examination sufficient to enable him to make an informed statement, after giving effect to the Amendment, (i) all of the representations and warranties made or deemed to be made under the Loan Agreement are true and correct in all material respects on and as of the form attached hereto Amendment Effective Date, and (ii) no Default or Event of Default exists; and the “Consents”) duly executed by Administrative Agent shall be satisfied as to the Guarantors truth and subordinated creditors (the names of which are set forth on the Consents), as applicableaccuracy thereof; (c) evidence satisfactory to it that the Investors (as defined in the Series C Preferred Stock Purchase Agreement) have made or committed to make an amendment additional cash equity contribution to Heaf▇▇▇ ▇▇ an aggregate amount not less than $12,000,000 on terms and conditions satisfactory to the Mortgage, Deed of Trust Administrative Agent and Security Agreement dated as of July 26, 2007 (as amended, supplemented or otherwise modified from time to time) duly executed and delivered by Merger Sub, the Lenders in form and substance acceptable to Lender in its sole their reasonable discretion; (d) payment from the Borrower an appraisal of a non-refundable, fully-earned closing fee in cash in an amount equal to $88,721.13 (which amount includes all accrued and unpaid interest on the Loan through the date hereof); (e) repayment of principal Inventory of the Loan in an amount of not less than $1,000,000 in cash Parties performed by Hilco Appraisal Services, LLC, or irrevocable written instruction from the Borrower in form and substance satisfactory to Lender to apply not less than $1,000,000 of cash collateral held by Lender as repayment of principal of the Loan; (f) the consolidated and consolidating balance sheets and statements of income and cash flows of Merger Sub and its Subsidiaries as at the end of and for the month ended October 31, 2008, in reasonable detail and certified by the chief financial officer (or other officer another qualified independent appraiser acceptable to Lender in its sole discretion) of Merger Sub to the effect that such information is true and complete and fairly presents the results of operations and financial condition of Merger Sub and its Subsidiaries as at and for the month ended October 31, 2008; (g) a calculation of Net Worth of POC as of September 30, 2008 with supporting written detail in form and substance acceptable to Lender in its sole discretion, showing Net Worth of POC as of such date (on a consolidated basis) of not less than $3,300,000, certified as true and correct by the chief financial officer of the Borrower; (h) an agreement of subordination and assignment, duly executed and delivered by Rio Vista Operating LLCAdministrative Agent, in form and substance satisfactory to Lender in the Administrative Agent; (e) evidence satisfactory to the Administrative Agent that, effective as of the last day of Fiscal Year 2000, the net assets of Winston shall appear on the consolidated balance sheet of Heaf▇▇▇ ▇▇▇ its sole discretionConsolidated Subsidiaries as "held for sale" and the business of Winston shall be accounted for as a discontinued operation; and (if) such partnership or other authorization documents of and instruments as the Borrower, the Guarantors and subordinated creditors, as required by Lender, and opinions of counsel as Lender shall Administrative Agent may reasonably request.

Effectiveness of Amendment. This Third Amendment shall become be effective on as of the date (the “Amendment No. 4 Effective Date”, provided that the following conditions are reasonably satisfactory (or are waived by) on which Lender shall have receivedAgent and its counsel: (a) The Agent (or its counsel) shall have received from each party hereto: either (A) a counterpart of this Third Amendment duly executed by all parties hereto;signed on behalf of such party or (B) written evidence satisfactory to the Agent (which may include facsimile or other electronic transmission of a signed counterpart of this Amendment) that such party has signed a counterpart of this Amendment. (b) Agent shall have received a certificate of status with respect to each Loan Party (other than Mount Logan Capital) dated within twenty (20) days prior to the consents substantially in the form attached hereto (the “Consents”) duly executed Amendment No. 4 Effective Date, such certificate to be issued by the Guarantors and subordinated creditors appropriate officer of the jurisdiction of organization of such Loan Party (the names of which are set forth on the Consentsother than Mount Logan Capital), as applicable;which certificate shall indicate that the Loan Party (other than Mount Logan Capital) is in good standing in such jurisdiction. (c) an amendment Agent shall have received a copy of the Governing Documents of each Loan Party (other than Mount Logan Capital), certified by a Responsible Officer of such Loan Party (other than Mount Logan Capital), as being true, correct, and complete copies thereof, (or a certification that such document has not changed since the Closing Date) and to the Mortgageextent available with respect to the articles or certificate of incorporation, Deed formation, or partnership, as applicable, of Trust and Security Agreement dated such Loan Party (other than Mount Logan Capital), certified as of July 26, 2007 a recent date prior to the Amendment No. 4 Effective Date by an appropriate official of the state of organization of such Loan Party (as amended, supplemented other than Mount Logan Capital) (or otherwise modified from time to time) duly executed and delivered by Merger Sub, in form and substance acceptable to Lender in its sole discretion;a certification that such document has not changed since the Closing Date). (d) payment from Agent shall have received a copy of the resolutions or the unanimous written consents of the Borrower, certified as of the Amendment No. 4 Effective Date by a Responsible Officer of the Borrower of a non-refundableas being true, fully-earned closing fee in cash in an amount equal to $88,721.13 correct, and complete copies thereof, authorizing (which amount includes all accrued A) the borrowing hereunder and unpaid interest on the transactions contemplated by the Loan through Documents to which such Person is or will be a party, and (B) the date hereof);execution, delivery and performance by such Person of each Loan Document to which such Person is or will be a party and the execution and delivery of the other documents to be delivered by such Person in connection herewith and therewith. (e) repayment Agent shall have received an opinion of principal of Dechert LLP as to such matters as the Loan in an amount of not less than $1,000,000 in cash or irrevocable written instruction from the Borrower in form and substance satisfactory to Lender to apply not less than $1,000,000 of cash collateral held by Lender as repayment of principal of the Loan;Agent may reasonably request. (f) the consolidated and consolidating balance sheets and statements of income and cash flows of Merger Sub and its Subsidiaries as at the end of and for the month ended October 31, 2008, in reasonable detail and certified by the chief financial officer (or other officer acceptable Agent shall have received evidence reasonably satisfactory to Lender in its sole discretion) of Merger Sub it that immediately after giving effect to the effect that such information is true and complete and fairly presents the results of operations and financial condition of Merger Sub and its Subsidiaries as at and for the month ended October 31, 2008; (g) a calculation of Net Worth of POC as of September 30, 2008 with supporting written detail in form and substance acceptable to Lender in its sole discretion, showing Net Worth of POC as of such date (on a consolidated basis) of not less than $3,300,000, certified as true and correct by the chief financial officer incurrence of the Borrower; (h) an agreement of subordination and assignment, duly executed and delivered by Rio Vista Operating LLC, in form and substance satisfactory to Lender in its sole discretion; and (i) such partnership or other authorization documents of the Borrower2024 Incremental Term Loan, the Guarantors and subordinated creditors, as required by Lender, and opinions of counsel as Lender shall requestBorrower will be in pro forma compliance with the Financial Covenants.

Effectiveness of Amendment. This Third Amendment shall become effective on the date (the “"Effective Date”") on which Lender shall have received: (a) this Third Amendment duly executed by all parties hereto; (b) upon the consents substantially in satisfaction of each of the form attached hereto (the “Consents”) duly executed by the Guarantors and subordinated creditors (the names of which are set forth on the Consents), as applicable; (c) an amendment to the Mortgage, Deed of Trust and Security Agreement dated as of July 26, 2007 (as amended, supplemented or otherwise modified from time to time) duly executed and delivered by Merger Subfollowing conditions, in form each case in a manner and substance acceptable to Lender in its sole discretion; (d) payment from the Borrower of a non-refundable, fully-earned closing fee in cash in an amount equal to $88,721.13 (which amount includes all accrued and unpaid interest on the Loan through the date hereof); (e) repayment of principal of the Loan in an amount of not less than $1,000,000 in cash or irrevocable written instruction from the Borrower in form and substance satisfactory to Lender to apply not less than $1,000,000 of cash collateral held by Lender as repayment of principal of the Loan;Administrative Agent: (fa) the consolidated and consolidating balance sheets and statements of income and cash flows of Merger Sub and its Subsidiaries as at the end of and for the month ended October 31, 2008, in reasonable detail and certified by the chief financial officer (or other officer acceptable to Lender in its sole discretion) of Merger Sub to the effect that such information is true and complete and fairly presents the results of operations and financial condition of Merger Sub and its Subsidiaries as at and for the month ended October 31, 2008; (g) a calculation of Net Worth of POC as of September 30, 2008 with supporting written detail in form and substance acceptable to Lender in its sole discretion, showing Net Worth of POC as of such date (on a consolidated basis) of not less than $3,300,000, certified as true and correct by the chief financial officer of the Borrower; (h) an agreement of subordination and assignment, This Amendment shall have been duly executed and delivered by Rio Vista Operating LLCeach of the Borrowers, the Guarantors, the Administrative Agent and the Required Lenders and shall be in full force and effect; (b) The Administrative Agent shall have received evidence that CMC has entered into a security agreement (the "New Subsidiary Security Agreement") with the Administrative Agent for the benefit of the Administrative Agent and the Lenders, in form and substance satisfactory to Lender the Administrative Agent; (c) The Administrative Agent shall have received from CMC a duly completed Perfection Certificate in its sole discretionthe form prescribed by the New Subsidiary Security Agreement; (d) The Administrative Agent shall have received evidence that CMC has executed a guaranty (the "New Subsidiary Security Guaranty" and, together with the New Subsidiary Security Agreement, the "New Security Documents") in favor of the Administrative Agent for the benefit of the Administrative Agent and the Lenders, in form and substance satisfactory to the Administrative Agent; (e) The Administrative Agent shall have received the original stock certificates representing 100% of the capital stock of CMC, together with instruments of assignment duly executed in blank, in each case in form and substance satisfactory to the Administrative Agent; (f) The Administrative Agent shall have received from the Secretary of CMC a copy, certified by such Secretary to be true and complete as of such date, of (i) the Governing Documents of such Person, (ii) the resolutions of such Persons Board of Directors or other management authorizing, to the extent it is a party thereto, the execution, delivery and performance of this Amendment and such other documents contemplated hereby, and (iii) the names, titles, incumbency and signatures of the officers of such Person who are authorized to execute and deliver this Amendment and the other Loan Documents; (g) The Administrative Agent shall have received from the Secretary of Xpress Waiting a copy, certified by such Secretary to be true and complete as of such date, of (i) the Governing Documents of such Person and (ii) the names, titles, incumbency and signatures of the officers of such Person who are authorized to execute and deliver this Amendment and the other Loan Documents; (h) The Administrative Agent shall have received a favorable legal opinion addressed to the Administrative Agent and the Lenders, dated as of the date hereof, in form and substance satisfactory to the Administrative Agent, from counsel to CMC, concerning corporate or other applicable entity authority matters and the enforceability of each of this Amendment and each of the New Security Documents, and concerning such other matters as the Administrative Agent may request; and (i) The Administrative Agent shall have received such partnership other items, documents, agreements or other authorization documents of actions as the Borrower, Administrative Agent may reasonably request in order to effectuate the Guarantors and subordinated creditors, as required by Lender, and opinions of counsel as Lender shall requesttransactions contemplated hereby.

Effectiveness of Amendment. This Third Amendment shall become effective on upon the date (each of the “Effective Date”) on which Lender shall have receivedfollowing conditions thereto is satisfied: (a) receipt by the Purchasers of counterparts of this Third Amendment duly Amendment, executed and delivered by all each of the parties hereto;, (b) the consents substantially in the form attached hereto (the “Consents”) duly executed receipt by the Guarantors Purchasers of: (i) Certified copies of the resolutions of the Board of Directors of the Company and subordinated creditors (each Guarantor, authorizing the names execution and delivery of which are set forth on the Consents)this Amendment, as applicableand of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Amendment; (cii) a certificate dated the date hereof of the Secretary or an amendment Assistant Secretary and one other officer of the Company (together with such evidence thereof as may be reasonably requested by the Purchasers) certifying that (A) the certificate of such Person previously delivered pursuant to Paragraph 3A(iii)(a) of the Mortgagerespective Note Agreement continues to be true, Deed current and correct and (B) the Certificate of Trust Incorporation and Security Agreement dated By-laws of such Person previously delivered pursuant to Paragraph 3A(iv)(a) of the Note Agreements continue to be in full force and effect and have not been modified or amended in any respect (in each case, except as of July 26specifically set forth therein, 2007 (as amended, supplemented which modifications or otherwise modified from time to time) duly executed and delivered by Merger Sub, amendments shall be in form and substance acceptable to Lender the Purchasers); (iii) a corporate good standing certificate for the Company from the Secretary of State of New York dated of a recent date; (iv) favorable opinion of Timothy F. Michno, Esq., General Counsel of the Company, dated the date hereof, satisfactory to the Purchasers and in its sole discretionform and s▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ially identical to Exhibit E-1 to the Note Agreements. The Company hereby directs such counsel to deliver such opinion(s) and agrees that each Purchaser receiving such an opinion will and is hereby authorized to rely on such opinion; and (v) such additional documents or certificates with respect to legal matters or corporate or other proceedings related to the transactions contemplated hereby as may be reasonably requested by the Purchasers. (c) the representations and warranties contained in Section 2 above shall be true on and as of the date hereof, and there shall exist on the date hereof no Event of Default or Default; (d) payment from the Borrower of Company shall have paid Prudential Investment Management, Inc. (and Prudential Investment Management, Inc. shall have received) on the date hereof a non-refundable, fully-earned closing facility fee in cash in an the amount equal to of $88,721.13 (which amount includes all accrued and unpaid interest on the Loan through the date hereof)50,000; (e) repayment all corporate and other proceedings taken or to be taken in connection with the transactions contemplated hereby and all documents incident thereto shall be satisfactory in substance and form to the Purchasers, the Purchasers shall have received all such counterpart originals or certified or other copies of principal of the Loan in an amount of not less than $1,000,000 in cash or irrevocable written instruction from the Borrower in form and substance satisfactory to Lender to apply not less than $1,000,000 of cash collateral held by Lender such documents as repayment of principal of the Loanit may reasonably request; (f) the consolidated execution and consolidating balance sheets delivery of this Amendment shall (i) not violate any applicable law or governmental regulation (including, without limitation, Section 5 of the Securities Act or Regulation T, U or X of the Board of Governors of the Federal Reserve System) and statements of income and cash flows of Merger Sub and its Subsidiaries as at the end of and for the month ended October 31(ii) shall not subject any Purchaser to any tax, 2008penalty, in reasonable detail and certified by the chief financial officer (liability or other officer acceptable onerous condition under or pursuant to Lender in its sole discretion) of Merger Sub to the effect that such information is true and complete and fairly presents the results of operations and financial condition of Merger Sub and its Subsidiaries as at and for the month ended October 31, 2008any applicable law or governmental regulation; (g) a calculation of Net Worth of POC counsel for the Purchasers shall be satisfied as of September 30to all legal matters relating to this Amendment, 2008 with supporting written detail in form and substance acceptable the Purchasers shall have received from such counsel favorable opinions as to Lender in its sole discretion, showing Net Worth of POC such legal matters as of such date (on a consolidated basis) of not less than $3,300,000, certified as true and correct by the chief financial officer of the Borrower;they may request; and (h) an agreement of subordination the Company shall have made all requests, filings and assignmentregistrations with, duly executed and delivered by Rio Vista Operating LLC, in form obtained all consents and substance satisfactory to Lender in its sole discretion; and (i) such partnership or other authorization documents of the Borrowerapprovals from, the Guarantors relevant national, state, local or foreign jurisdiction(s), or any administrative, legal or regulatory body or agency thereof, that are necessary in connection with this Amendment and subordinated creditors, as required by Lenderany and all other documents relating hereto, and opinions of counsel as Lender shall requestthe transactions contemplated hereby.

Effectiveness of Amendment. This Third Sections 13-14, and 16-20 of this Amendment are immediately effective upon the execution and delivery of this Amendment by the Borrower, the Administrative Agent and the Required Lenders. All other Sections of this Amendment shall become effective on (the date (on which such conditions shall have been satisfied, the “Effective Effectiveness Date”) on which Lender shall have receivedupon the occurrence of the following conditions: (ai) this Third Amendment duly executed by all parties heretoThe Helio Acquisition shall have been consummated not later than October 31, 2008; (bii) The Borrower shall have, simultaneously with the consents substantially in consummation of the form attached hereto (Helio Acquisition, effected a prepayment of the “Consents”Loans as contemplated by Section 2.11(g) duly executed by of the Guarantors and subordinated creditors (the names of which are set forth on the Consents), as applicable; (c) an amendment to the Mortgage, Deed of Trust and Security Credit Agreement dated as of July 26, 2007 (as amended, supplemented or otherwise modified from time to timeinserted by this Amendment) duly executed and delivered by Merger Sub, in form and substance acceptable to Lender in its sole discretion; (d) payment from the Borrower of a non-refundable, fully-earned closing fee in cash in an amount equal to $88,721.13 (which amount includes all accrued and unpaid interest on the Loan through the date hereof); (e) repayment of principal of the Loan in an amount of not less than $1,000,000 in cash or irrevocable written instruction from 50,000,000, and the Borrower in form and substance satisfactory to Lender to apply not less than $1,000,000 of cash collateral held by Lender as repayment of principal of the LoanAdministrative Agent shall have received such payment; (fiii) SK shall have become a Lender under the consolidated and consolidating balance sheets and statements of income and cash flows of Merger Sub and its Subsidiaries as at the end of and for the month ended October 31, 2008, in reasonable detail and certified by the chief financial officer Subordinated Revolving Facility with a new commitment (or other officer acceptable to Lender in its sole discretion) of Merger Sub to the effect that such information is true and complete and fairly presents the results of operations and financial condition of Merger Sub and its Subsidiaries as at and for the month ended October 31, 2008; (g) not a calculation of Net Worth of POC as of September 30, 2008 with supporting written detail in form and substance acceptable to Lender in its sole discretion, showing Net Worth of POC as of such date (on a consolidated basiscommitment assigned from another Lender) of not less than $3,300,00035,000,000, certified as true and correct by shall have executed and delivered the chief financial officer of the BorrowerSubordination Agreement (or a joinder thereto); (hiv) Virgin shall have increased its commitment under the Subordinated Revolving Facility to $100,000,000; (v) The aggregate of all Commitments under the Subordinated Revolving Facility shall be $135,000,000. (vi) Helio shall have become a Subsidiary Guarantor pursuant to Section 6.10 of the Credit Agreement; (vii) The Borrower and any Subsidiary Guarantor shall not have made any payment to Helio or to SK or any of their Affiliates as a reimbursement for operating losses of Helio that relate to the expenses to be curtailed by the operational restructuring contemplated by the Helio Acquisition Agreement (including through repayment, or continued existence as Indebtedness of Helio after the consummation of the Helio Acquisition, of the Helio Bridge Loan) unless, by August 31, 2008, Helio has fully implemented such operational restructuring; (viii) Prior to the consummation of the Acquisition and following June 27, 2008, SK shall have provided additional funding to Helio in an agreement amount not less than the sum of subordination (x) $20 million (not less than $10 million of which shall be in the form of convertible debt which, upon consummation of the Helio Acquisition shall have been converted to equity, and assignmentnot more than $10 million in the form of the Helio Bridge Loan), duly executed and (y) without duplication, an amount equal to Helio’s net operating losses through the consummation of the Acquisition (which amount shall be funded in the form of convertible debt which, upon consummation of the Helio Acquisition shall be converted to equity, except that up to 50% of any net operating losses arising after August 31, 2008 may be funded through the Helio Bridge Loan). (ix) Upon the closing of the Helio Acquisition, the Helio Bridge Loan shall have been repaid through incremental fundings under the Subordinated Revolving Facility, and the Borrower and its Subsidiaries shall not have paid, directly or indirectly, or undertaken any obligation to pay any SK pre-closing funding to Helio other than for the Helio Bridge Loan. (x) SK, or one or more of its Affiliates, shall have paid to Virgin Mobile USA, Inc. $25,000,000 for the purchase of mandatory convertible preferred stock of Holdings, the conversion price for such stock shall have been set at a premium to the trading price of the common stock of Holdings at the time of the announcement contemplated by Section 13(a), and such funds shall have been contributed to the Borrower. (xi) Virgin, or one or more of its Affiliates, shall have paid to Virgin Mobile USA, Inc. $25,000,000 for the purchase of mandatory convertible preferred stock of Holdings, the conversion price for such stock shall have been set at a premium to the trading price of the common stock of Holdings at the time of the announcement contemplated by Section 13(a), and such funds shall have been contributed to the Borrower. (xii) The Administrative Agent shall have been paid and reimbursed, pursuant to Section 10.5 of the Credit Agreement, for all reasonable costs and expenses (including, without limitation, reasonable fees of counsel) due and owing in connection with the Credit Agreement and the negotiations, preparation, execution and delivery of this Amendment and all other documents and instruments delivered by Rio Vista Operating in connection herewith; (xiii) The fees and expenses of Ropes & ▇▇▇▇ LLP shall have been paid and reimbursed in connection with the negotiations, preparation, execution and delivery of this Amendment and all other documents and instruments delivered in connection herewith; (xiv) The Administrative Agent shall have received (i) physical possession of any certificated membership interests of Helio LLC, together with transfer powers executed in blank by the Borrower and (ii) any Uniform Commercial Code financing statement amendment, in proper form and substance for filing, registration or recordation, required by law or reasonably requested by the Required Lenders to be filed, registered or recorded in order to perfect security interests in Helio’s assets; (xv) The Administrative Agent shall have received the results of a recent lien search in each of the jurisdictions where assets of Helio are located, pursuant to documentation reasonably satisfactory to Lender the Required Lenders; (xvi) The Administrative Agent shall have received the legal opinion of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, counsel to the Borrower and its Subsidiaries (including Helio as of the date of the consummation of the Helio Acquisition), in a form reasonably satisfactory to the Required Lenders; (xvii) The Administrative Agent shall have received reliance letters with respect to opinions of counsel to SK and Helio regarding the Helio Acquisition (if any), in a form reasonably satisfactory to the Required Lenders; (xviii) The Administrative Agent shall have received a copy of the Limited Liability Company Agreement of Helio; (xix) The Administrative Agents shall have received (a) a certificate of each of the Borrower and Helio, dated the Effectiveness Date, substantially in the form of Exhibit F to the Credit Agreement, with appropriate insertions and attachments, including the certificate of formation of each of the Borrower and Helio by the relevant authority of the jurisdiction of organization of each of the Borrower and Helio and resolutions of the partners and/or members of each of the Borrower and Helio and (b) a long form good standing certificate for each of the Borrower and Helio from its sole discretionjurisdiction of organization; and (ixx) such partnership or other authorization documents the Administrative Agent and the Borrower shall have received counterparts of this Amendment duly executed by the Borrower, the Guarantors Administrative Agent and subordinated creditorsthe Required Lenders by no later than June 27, as required 2008; it being understood that this Amendment and the consents set forth herein shall terminate and be of no force and effect if by LenderJune 27, 2008, the Administrative Agent and opinions the Borrower shall not have received counterparts of counsel as Lender shall requestthis Amendment duly executed by the Borrower, the Administrative Agent and the Required Lenders.

Effectiveness of Amendment. This Third Amendment and the amendments contained herein shall become effective on the date (the “Amendment Effective Date”) on which Lender when each of the conditions set forth below shall have receivedbeen fulfilled to the satisfaction of the Administrative Agent: (a) The Administrative Agent shall have received counterparts of this Third Amendment duly executed by all parties hereto; (b) the consents substantially in the form attached hereto (the “Consents”) duly executed by the Guarantors and subordinated creditors (the names of which are set forth on the Consents), as applicable; (c) an amendment to the Mortgage, Deed of Trust and Security Agreement dated as of July 26, 2007 (as amended, supplemented or otherwise modified from time to time) duly executed and delivered by Merger Sub, in form and substance acceptable to Lender in its sole discretion; (d) payment from the Borrower of a non-refundable, fully-earned closing fee in cash in an amount equal to $88,721.13 (which amount includes all accrued and unpaid interest on the Loan through the date hereof); (e) repayment of principal of the Loan in an amount of not less than $1,000,000 in cash or irrevocable written instruction from the Borrower in form and substance satisfactory to Lender to apply not less than $1,000,000 of cash collateral held by Lender as repayment of principal of the Loan; (f) the consolidated and consolidating balance sheets and statements of income and cash flows of Merger Sub and its Subsidiaries as at the end of and for the month ended October 31, 2008, in reasonable detail and certified by the chief financial officer (or other officer acceptable to Lender in its sole discretion) of Merger Sub to the effect that such information is true and complete and fairly presents the results of operations and financial condition of Merger Sub and its Subsidiaries as at and for the month ended October 31, 2008; (g) a calculation of Net Worth of POC as of September 30, 2008 with supporting written detail in form and substance acceptable to Lender in its sole discretion, showing Net Worth of POC as of such date (on a consolidated basis) of not less than $3,300,000, certified as true and correct by the chief financial officer of the Borrower; (h) an agreement of subordination and assignmentAmendment, duly executed and delivered by Rio Vista Operating LLC, in form and substance satisfactory to Lender in its sole discretion; and (i) such partnership or other authorization documents on behalf of the Borrower, the Guarantors other Loan Parties and subordinated creditorsthe Lenders, as required well as amended and restated Revolving Credit Notes and/or new Revolving Credit Notes, in the principal amount of each Revolving Loan Lender’s Revolving Commitment (after giving effect to this Amendment), duly executed by Lenderthe parties thereto, and opinions all other Loan Documents or other documents, instruments and certificates required hereby or thereby (collectively, the “Modification Documents”). (b) After giving effect to this Amendment and the other Modification Documents, no event shall have occurred and be continuing that constitutes a Default or an Event of Default. (c) All representations and warranties of the Borrower contained in the Credit Agreement, and all representations and warranties of each other Loan Party in each Loan Document to which it is a party, shall be true and correct in all material respects (or, if qualified by materiality, in all respects) at the Amendment Effective Date as if made on and as of such Amendment Effective Date (except to the extent stated to relate to a specific earlier date, in which case such representations and warranties shall be true and correct in all material respects (or, if qualified by materiality, in all respects) as of such earlier date). (d) The Borrower shall have delivered to the Administrative Agent a certificate of the Secretary or Assistant Secretary of each Loan Party in form and substance reasonably acceptable to the Administrative Agent, (i) attaching and certifying copies of the resolutions of its boards of directors or comparable authorizations, authorizing the execution, delivery and performance of the Modification Documents to which it is a party, (ii) attaching and certifying copies of its articles of incorporation or comparable formation documents (or certifying that such articles of incorporation or comparable formation documents have not changed since the copy previously certified to the Administrative Agent in connection with the Third Amendment), (iii) attaching and certifying copies of its bylaws or comparable organizational documents (or certifying that such bylaws or organizational documents have not changed since the copy previously certified to the Administrative Agent in connection with the Third Amendment), and (iv) certifying the name, title and true signature of each officer of such Loan Party executing the Modification Documents to which it is a party. (e) The Administrative Agent (or its counsel) shall have received a favorable written opinion of ▇▇▇▇▇ ▇▇▇▇▇▇▇ US LLP, counsel to the Loan Parties, and ▇▇▇▇▇▇▇ GPM LLP, local Minnesota counsel to the Loan Parties, in each case, addressed to the Administrative Agent and each of the Lenders, and covering such matters relating to the Loan Parties, this Amendment, the other Modification Documents and the transactions contemplated herein and therein as Lender the Administrative Agent or the Required Lenders shall reasonably request. (f) The Administrative Agent (or its counsel) shall have received the results of a search of the Uniform Commercial Code filings (or equivalent filings) made with respect to the Loan Parties in the states (or other jurisdictions) of formation of such Persons, and to the extent requested by the Administrative Agent, in which the chief executive office of each such Person is located and in the other jurisdictions in which such Persons maintain property or do business, together with copies of the financing statements (or similar documents) disclosed by such search, and accompanied by evidence satisfactory to the Administrative Agent that the Liens indicated in any such financing statement (or similar document) would be permitted by Section 7.2 of the Credit Agreement or have been or will be contemporaneously released or terminated. (g) If requested by the Administrative Agent, the Borrower shall have furnished to the Administrative Agent a Beneficial Ownership Certification. (h) The Borrower shall have paid to the Administrative Agent and Truist Securities and the other Lead Arrangers (as defined in the Sixth Amendment Fee Letter) the amounts due pursuant to the Sixth Amendment Fee Letter, and the fees and expenses required pursuant to Section 11 of this Amendment, in each case, as of the Amendment Effective Date.

Effectiveness of Amendment. This Third Amendment shall not become effective on until all of the date (the “Effective Date”) on which Lender following conditions shall have receivedbeen satisfied: (ai) the absence of any default or Event of Default under any of the Leases or the Schedules; (ii) the representations and warranties of the Lessees in Section 3 hereof shall be true and correct in all material respects at such time; (iii) concurrently with the effectiveness of this Third Amendment, the effectiveness of all provisions of the Senior Credit Agreement Amendment duly executed by all parties in the form set forth as Exhibit C hereto; (biv) the consents substantially absence of a Default or an Event of Default as provided and defined in the Senior Credit Agreement; (v) concurrently with the effectiveness of this Amendment, the effectiveness of all provisions of the Second Lien Credit Agreement Amendment in the form attached hereto (the “Consents”) duly executed by the Guarantors and subordinated creditors (the names of which are set forth on the Consents), as applicableExhibit D hereto; (cvi) an amendment concurrently with the effectiveness of this Amendment, the consummation of all transactions required pursuant to the MortgageMerger Agreement (in the form set forth as Exhibit E hereto, Deed with any changes to such form after the date hereof that could not reasonably be expected to be materially adverse to the interest of Trust and Security Agreement dated as of July 26, 2007 (as amended, supplemented or otherwise modified from time to timeLessors) duly executed and delivered by Merger Sub, in form and substance acceptable to Lender in its sole discretionon the closing date thereunder; (dvii) payment from the Borrower absence of a non-refundableDefault or an Event of Default as provided and defined in the Second Lien Credit Agreement; (viii) before giving effect to the FDN Merger Transaction, fully-earned closing fee there shall have been no (i) Material Adverse Effect since December 31, 2002, or (ii) Material Adverse Change (as “Material Adverse Effect” and “Material Adverse Change” are defined in cash the Senior Credit Agreement and the Second Lien Credit Amendment, in an amount equal to $88,721.13 (which amount includes all accrued and unpaid interest each case as in effect on the Loan through the date hereof); (e) repayment of principal of the Loan in an amount of not less than $1,000,000 in cash or irrevocable written instruction from the Borrower in form and substance satisfactory to Lender to apply not less than $1,000,000 of cash collateral held by Lender as repayment of principal of the Loan; (f) the consolidated and consolidating balance sheets and statements of income and cash flows of Merger Sub and its Subsidiaries as at the end of and for the month ended October 31, 2008, in reasonable detail and certified by the chief financial officer (or other officer acceptable to Lender in its sole discretion) of Merger Sub to the effect that such information is true and complete and fairly presents the results of operations and financial condition of Merger Sub and its Subsidiaries as at and for the month ended October 31, 2008; (g) a calculation of Net Worth of POC as of September 30, 2008 with supporting written detail in form and substance acceptable to Lender in its sole discretion, showing Net Worth of POC as of such date (on a consolidated basis) of not less than $3,300,000, certified as true and correct by the chief financial officer of the Borrower; (h) an agreement of subordination and assignment, duly executed and delivered by Rio Vista Operating LLC, in form and substance satisfactory to Lender in its sole discretion; and (iix) such partnership or other authorization documents all of the Borrowerwritten information provided by or on behalf of the Parent or the Lessees to the Lessors prior to the Effective Date, including all written information regarding FDN and the Guarantors FDN Merger Transaction, shall be true, correct and subordinated creditors, complete in all material respects as required by Lenderof the date specified therein, and opinions no additional information shall have come to the attention of counsel the Parent or the Lessees that could reasonably be expected to have a Material Adverse Effect or result in a Material Adverse Change (as Lender shall request“Material Adverse Effect” and “Material Adverse Change” are defined in the Senior Credit Agreement and the Second Lien Credit Amendment, in each case as in effect on the date hereof).

Effectiveness of Amendment. This Third Fourth Amendment shall become effective on upon satisfaction of the date following conditions precedent (such date, the “Fourth Amendment Effective Date”) on which Lender shall have received:): (a) receipt by the Administrative Agent of executed signature pages to this Third Fourth Amendment duly executed by all parties heretofrom (i) the Borrower, the Holding Company and each Guarantor that is party to the Credit Agreement and (ii) the Required Lenders; (b) the consents substantially in the form attached hereto (the “Consents”) duly executed receipt by the Guarantors Administrative Agent of (i) such documents, certificates and subordinated creditors other instruments as the Administrative Agent or its counsel may reasonably request relating to the organization, existence and good standing of the Obligors, the authorization of this Fourth Amendment and the transactions contemplated hereby and any other legal matters relating to the Obligors, this Fourth Amendment, the other Loan Documents and the transactions contemplated hereby, all in form and substance reasonably satisfactory to the Administrative Agent and (ii) a certificate, signed by a senior officer of the names of which are set forth on the Consents)Borrower and each other Obligor, as applicable;of the Fourth Amendment Effective Date, which shall (x) confirm compliance with Sections 5.02(c) and 5.03(a) of the Existing Credit Agreement and (y) certify that no Default or Event of Default shall have occurred or be continuing; and (c) an amendment receipt by (i) the Administrative Agent, for the account of each consenting Lender, of all fees required to be paid on or before the Fourth Amendment Effective Date and (ii) the Administrative Agent (or its affiliates) of all reasonable fees and expenses, including reasonable fees and expenses of counsel to the MortgageAdministrative Agent, Deed of Trust and Security Agreement dated as of July 26, 2007 (as amended, supplemented required to be paid or otherwise modified from time to time) duly executed and delivered reimbursed by Merger Sub, in form and substance acceptable to Lender in its sole discretion; (d) payment from the Borrower of a non-refundable, fully-earned closing fee in cash in an amount equal to $88,721.13 (which amount includes all accrued and unpaid interest on the Loan through the date hereof); (e) repayment of principal of the Loan in an amount of not less than $1,000,000 in cash or irrevocable written instruction from the Borrower in form connection with the preparation, execution and substance satisfactory to Lender to apply not less than $1,000,000 delivery of cash collateral held by Lender as repayment this Fourth Amendment (and, in the case of principal of the Loan; (f) the consolidated and consolidating balance sheets and statements of income and cash flows of Merger Sub and its Subsidiaries as at the end of and any such expenses, for the month ended October 31, 2008, which invoices in reasonable detail and certified by the chief financial officer (or other officer acceptable to Lender in its sole discretion) of Merger Sub shall have been presented to the effect that such information is true and complete and fairly presents Borrower prior to the results of operations and financial condition of Merger Sub and its Subsidiaries as at and for the month ended October 31, 2008; (g) a calculation of Net Worth of POC as of September 30, 2008 with supporting written detail in form and substance acceptable to Lender in its sole discretion, showing Net Worth of POC as of such date (on a consolidated basis) of not less than $3,300,000, certified as true and correct by the chief financial officer of the Borrower; (h) an agreement of subordination and assignment, duly executed and delivered by Rio Vista Operating LLC, in form and substance satisfactory to Lender in its sole discretion; and (i) such partnership or other authorization documents of the Borrower, the Guarantors and subordinated creditors, as required by Lender, and opinions of counsel as Lender shall requestFourth Amendment Effective Date).

Effectiveness of Amendment. This Third The provisions of this Amendment shall become effective on as of the date (the “Effective Date”) on which Lender shall have received: (a) this Third Amendment duly executed by all parties hereto; (b) the consents substantially in the form attached hereto (the “Consents”) duly executed by the Guarantors and subordinated creditors (the names of which are first set forth on above upon the Consents), as applicable; (c) an amendment to satisfaction of each of the Mortgage, Deed of Trust and Security Agreement dated as of July 26, 2007 (as amended, supplemented or otherwise modified from time to time) duly executed and delivered by Merger Subfollowing conditions, in form each case in a manner and substance acceptable to Lender in its sole discretion; (d) payment from the Borrower of a non-refundable, fully-earned closing fee in cash in an amount equal to $88,721.13 (which amount includes all accrued and unpaid interest on the Loan through the date hereof); (e) repayment of principal of the Loan in an amount of not less than $1,000,000 in cash or irrevocable written instruction from the Borrower in form and substance satisfactory to Lender the Administrative Agent (unless otherwise agreed to apply not less than $1,000,000 of cash collateral held in writing by Lender as repayment of principal the Administrative Agent): (a) The Borrowers shall have made a prepayment of the Loan; (f) Term Loan in an aggregate amount equal to $19,000,000 where such prepayment shall be applied against the consolidated and consolidating balance sheets and statements of income and cash flows of Merger Sub and its Subsidiaries as at the end of and for the month ended October 31, 2008, in reasonable detail and certified by the chief financial officer (or other officer acceptable to Lender in its sole discretion) of Merger Sub to the effect that such information is true and complete and fairly presents the results of operations and financial condition of Merger Sub and its Subsidiaries as at and for the month ended October 31, 2008; (g) a calculation of Net Worth of POC as of September 30, 2008 with supporting written detail in form 2009 and substance acceptable to Lender in its sole discretionthe December 31, showing Net Worth of POC as of such date (on a consolidated basis) of not less than $3,300,000, certified as true and correct by the chief financial officer 2009 amortization payments required under Section 2.07 of the Borrower;Credit Agreement; and (hb) an agreement of subordination and assignment, Total Revolving Credit Outstanding shall not exceed the Revolving Credit Facility; and (c) This Amendment shall have been duly executed and delivered by Rio Vista Operating LLCeach of the Borrowers, Holdings, the Administrative Borrower, the Guarantors, the Administrative Agent and the Required Lenders and shall be in form full force and substance satisfactory to Lender in its sole discretioneffect; and (d) The Administrative Agent shall have received a fully executed and effective Accession Agreement, dated as of the date hereof, by Cumberland Navigation Corp, ▇▇▇▇▇▇ Maritime Corp., Vedado Maritime Corp. and the Administrative Borrower in favor of the Administrative Agent and the Secured Parties; and (e) The Administrative Agent shall have received favorable legal opinions (including, without limitation, local opinions), addressed to the Administrative Agent and the other Secured Parties, of counsel to the Loan Parties, as to matters requested by the Administrative Agent; and (f) The Administrative Agent shall have received signed Officer’s Certificates, certified by a duly authorized officer of each Borrower and each Guarantor to be true and complete, (a) of the records of all corporate (or equivalent) action taken by such Borrower or such Guarantor to authorize (i) such partnership Borrower’s or other authorization documents such Guarantor’s execution and delivery of this Amendment, and (ii) such Borrower’s and such Guarantor’s entry into and carrying out the terms of this Amendment and the Credit Agreement, as amended hereby, and (b) of the BorrowerOrganization Documents; and (g) The Administrative Agent shall have received a 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 amendment, waiver and modification of each loan agreement evidencing the existing Indebtedness of certain Subsidiaries of the Loan Parties described on Schedule 7.02 of the Credit Agreement (including, without limitation, the Guarantors various loan agreements among certain Subsidiaries of Holdings and subordinated creditorsThe Royal Bank of Scotland plc, DVB Group Merchant Bank (Asia) Ltd., Credit Suisse, AIG Commercial Equipment Finance, Inc, Commerzbank AG and Berenberg Bank.), together with each such loan agreement, as required by Lender, and opinions of counsel as Lender shall request.in effect immediately prior to the Amendment No. 1

Effectiveness of Amendment. This Third Amendment and the amendments contained herein shall become effective on the date (the “Amendment Effective Date”) on which Lender when each of the conditions set forth below shall have receivedbeen fulfilled to the satisfaction of the Administrative Agent: (a) The Administrative Agent shall have received counterparts of this Third Amendment duly executed by all parties hereto; (b) the consents substantially in the form attached hereto (the “Consents”) duly executed by the Guarantors and subordinated creditors (the names of which are set forth on the Consents), as applicable; (c) an amendment to the Mortgage, Deed of Trust and Security Agreement dated as of July 26, 2007 (as amended, supplemented or otherwise modified from time to time) duly executed and delivered by Merger Sub, in form and substance acceptable to Lender in its sole discretion; (d) payment from the Borrower of a non-refundable, fully-earned closing fee in cash in an amount equal to $88,721.13 (which amount includes all accrued and unpaid interest on the Loan through the date hereof); (e) repayment of principal of the Loan in an amount of not less than $1,000,000 in cash or irrevocable written instruction from the Borrower in form and substance satisfactory to Lender to apply not less than $1,000,000 of cash collateral held by Lender as repayment of principal of the Loan; (f) the consolidated and consolidating balance sheets and statements of income and cash flows of Merger Sub and its Subsidiaries as at the end of and for the month ended October 31, 2008, in reasonable detail and certified by the chief financial officer (or other officer acceptable to Lender in its sole discretion) of Merger Sub to the effect that such information is true and complete and fairly presents the results of operations and financial condition of Merger Sub and its Subsidiaries as at and for the month ended October 31, 2008; (g) a calculation of Net Worth of POC as of September 30, 2008 with supporting written detail in form and substance acceptable to Lender in its sole discretion, showing Net Worth of POC as of such date (on a consolidated basis) of not less than $3,300,000, certified as true and correct by the chief financial officer of the Borrower; (h) an agreement of subordination and assignmentAmendment, duly executed and delivered by Rio Vista Operating LLC, in form and substance satisfactory to Lender in its sole discretion; and (i) such partnership or other authorization documents on behalf of the Borrower, the Guarantors other Loan Parties, the Administrative Agent and subordinated creditorsthe Lenders party hereto, the Supplement, duly executed and delivered on behalf of the Borrower, the other Loan Parties, the Administrative Agent and the Lenders party thereto, as well as allonges to the Revolving Credit Notes or amended and restated Revolving Credit Notes and/or new Revolving Credit Notes, in the principal amount of each Revolving Loan Lender’s Revolving Commitment (after giving effect to this Amendment and the Supplement), duly executed by the parties thereto, a Subsidiary Guaranty Supplement executed and delivered by Workforce, and all other Loan Documents or other documents, instruments and certificates required hereby or thereby (collectively, the “Modification Documents”). (b) After giving effect to this Amendment and the other Modification Documents, no event shall have occurred and be continuing that constitutes a Default or an Event of Default. (c) All representations and warranties of the Borrower contained in the Credit Agreement, and all representations and warranties of each other Loan Party in each Loan Document to which it is a party, shall be true and correct in all material respects (or, if qualified by materiality, in all respects) at the Amendment Effective Date as if made on and as of such Amendment Effective Date (except to the extent stated to relate to a specific earlier date, in which case such representations and warranties shall be true and correct in all material respects (or, if qualified by materiality, in all respects) as of such earlier date). (d) The Borrower shall have delivered to the Administrative Agent a certificate of the Secretary or Assistant Secretary of each Loan Party in form and substance reasonably acceptable to the Administrative Agent, (i) attaching and certifying copies of the resolutions of its boards of directors or comparable authorizations, authorizing the execution, delivery and performance of the Modification Documents to which it is a party, (ii) attaching and certifying copies of its bylaws or comparable organizational documents (or certifying that such bylaws or organizational documents have not changed since the copy previously certified to the Administrative Agent in connection with the 2020 Supplement) and (iii) certifying the name, title and true signature of each officer of such Loan Party executing the Modification Documents to which it is a party. (e) The Administrative Agent (or its counsel) shall have received a favorable written opinion of ▇▇▇▇▇ Lovells US LLP, counsel to the Loan Parties, and ▇▇▇▇▇▇▇ GPM LLP, local Minnesota counsel to the Loan Parties, in each case, addressed to the Administrative Agent and each of the Lenders, and covering such matters relating to the Loan Parties, this Amendment, the other Modification Documents and the transactions contemplated herein and therein as the Administrative Agent or the Required Lenders shall reasonably request. (f) The Administrative Agent (or its counsel) shall have received the results of a search of the Uniform Commercial Code filings (or equivalent filings) made with respect to the Loan Parties in the states (or other jurisdictions) of formation of such Persons, and to the extent requested by the Administrative Agent, in which the chief executive office of each such Person is located and in the other jurisdictions in which such Persons maintain property or do business, together with copies of the financing statements (or similar documents) disclosed by such search, and accompanied by evidence satisfactory to the Administrative Agent that the Liens indicated in any such financing statement (or similar document) would be permitted by Section 7.2 of the Credit Agreement or have been or will be contemporaneously released or terminated. (g) The Borrower shall have furnished to the Administrative Agent a Beneficial Ownership Certification. (h) The Borrower shall have delivered to the Administrative Agent a duly completed and executed Compliance Certificate of the Borrower, including pro forma calculations of the financial covenants set forth in Article 6 (other than Section 6.3) hereof as of June 30, 2020, giving effect to the repayment in full of any Indebtedness of Torrens and its Subsidiaries required by Lenderthe Torrens Acquisition Agreement to be repaid upon the consummation of the Torrens Acquisition and the disbursement of any Revolving Loans as of the Amendment Effective Date. (i) The Borrower shall have paid to the Administrative Agent and Truist Securities and the other Lead Arrangers (as defined in the Fee Letter) the amounts due pursuant to the Fee Letter, and opinions the fees and expenses required pursuant to Section 11 of counsel this Amendment, in each case, as Lender shall requestof the Amendment Effective Date. (j) All documents delivered pursuant to this Amendment and the other Modification Documents must be of form and substance reasonably satisfactory to the Administrative Agent. (k) Satisfaction of the conditions precedent to effectiveness of the Supplement, in accordance with the terms and conditions set forth therein.

Effectiveness of Amendment. This Third Section 1 of this Amendment shall become effective on as of the first date (the “"Amendment Effective Date”") on which Lender the Lenders shall have received:received four copies each of the following documents (except that on the Amendment Effective Date, the effectiveness of the "Applicable Margin" definition, as amended herein, shall be retroactive to October 1, 1997 and the effectiveness of Section 2 of this Amendment shall be retroactive to November 14, 1997): (a) this Third Amendment duly executed and delivered by all parties heretothe Borrower, each Lender and the Agent; (b) a certificate of the consents substantially Secretary of the Borrower having attached thereto the articles or certificate of incorporation and bylaws of the Borrower as in effect on the form Amendment Effective Date attached hereto thereto (or containing the “Consents”) duly executed certification of such Secretary that no amendment or modification of such articles or certificate or bylaws has become effective since the last date on which such documents were delivered to the Lenders pursuant to the Loan Agreement), all corporate and partnership action, including shareholders' or partners' approval, if necessary, taken by the Guarantors Borrower and/or its shareholders or partners to authorize the execution, delivery and subordinated creditors (performance of this Amendment, and to the names further effect that the incumbency certificate delivered in connection with the occurrence of which are set forth on the Consents)Effective Date remains in effect, as applicableunchanged; (c) an amendment a certificate of the president or any vice-president of the Borrower stating that, to the Mortgagebest of his knowledge and based on an examination reasonably believed by him to be sufficient to enable him to make an informed statement, (i) after giving effect to the waiver set forth in Section 2 of this Amendment, Deed all of Trust the representations and Security warranties made or deemed to be made under the Loan Agreement dated are true and correct as of July 26the date hereof, 2007 and (ii) after giving effect to the waiver set forth in Section 2 of this Amendment, no Default or Event of Default exists, and the Agent shall be satisfied as amended, supplemented or otherwise modified from time to timethe truth and accuracy thereof; (d) the Confirmation of Guarantors attached hereto as ANNEX A duly executed and delivered by Merger Sub, in form and substance acceptable to Lender in its sole discretion; (d) payment from the Borrower of a non-refundable, fully-earned closing fee in cash in an amount equal to $88,721.13 (which amount includes all accrued and unpaid interest on the Loan through the date hereof)each Guarantor; (e) repayment the payment of principal of an amendment fee in the Loan in an amount of not less than $1,000,000 in cash or irrevocable written instruction 50,000 and all accrued interest resulting from the Borrower in form and substance satisfactory amendment to Lender to apply not less than $1,000,000 of cash collateral held by Lender as repayment of principal of the Loan;Applicable Margin; and (f) such other documents and instruments as the consolidated and consolidating balance sheets and statements of income and cash flows of Merger Sub and its Subsidiaries as at the end of and for the month ended October 31, 2008, in reasonable detail and certified by the chief financial officer (Agent or other officer acceptable to any Lender in its sole discretion) of Merger Sub to the effect that such information is true and complete and fairly presents the results of operations and financial condition of Merger Sub and its Subsidiaries as at and for the month ended October 31, 2008; (g) a calculation of Net Worth of POC as of September 30, 2008 with supporting written detail in form and substance acceptable to Lender in its sole discretion, showing Net Worth of POC as of such date (on a consolidated basis) of not less than $3,300,000, certified as true and correct by the chief financial officer of the Borrower; (h) an agreement of subordination and assignment, duly executed and delivered by Rio Vista Operating LLC, in form and substance satisfactory to Lender in its sole discretion; and (i) such partnership or other authorization documents of the Borrower, the Guarantors and subordinated creditors, as required by Lender, and opinions of counsel as Lender shall may reasonably request.

Effectiveness of Amendment. This Third Amendment shall will become effective on the first date (the “"Amendment Effective Date”") on which Lender each of the following conditions shall have receivedbe satisfied: (a) the Administrative Agent (or its counsel) shall have received from (i) each Borrower, (ii) each New Revolving Lender, (iii) existing Lenders (including New Revolving Lenders that are existing Lenders) constituting the Required Lenders and (iv) each Subsidiary of the US Borrower party to the CGA either (A) counterparts of this Third Amendment duly executed by all signed on behalf of such parties heretoor (B) written evidence satisfactory to the Administrative Agent (which may include facsimile or other electronic transmissions of signed signature pages) that such parties have signed counterparts of this Amendment; (b) each Credit Party (other than the consents substantially Foreign Credit Parties organized under the Laws of (i) Chile, (ii) Cayman Islands and (iii) England and Wales in the United Kingdom, except for the UK Borrower and Compass Minerals (Europe) Limited) shall have executed and delivered to the Administrative Agent a reaffirmation agreement ratifying all the Security Documents to which it is a party, each in form attached hereto (and substance reasonably satisfactory to the “Consents”) duly executed by the Guarantors and subordinated creditors (the names of which are set forth on the Consents), as applicableAdministrative Agent; (c) an amendment to the Mortgage, Deed of Trust representations and Security Agreement dated warranties set forth in Section 5 above shall be true and correct on and as of July 26, 2007 the Amendment Effective Date and the Administrative Agent shall have received a certificate from each Borrower dated the Amendment Effective Date signed by an Authorized Officer of such Borrower certifying (i) that the representations and warranties set forth in Section 5 above are true and correct as amended, supplemented or otherwise modified from time to timeof the Amendment Effective Date and (ii) duly executed and delivered by Merger Sub, that the requirements set forth in form and substance acceptable to Lender in its sole discretionthis Section 6 have been satisfied as of the Amendment Effective Date; (d) payment from the Borrower of a non-refundableAdministrative Agent shall have received opinions, fully-earned closing fee in cash in an amount equal addressed to $88,721.13 (which amount includes all accrued the Administrative Agent, the Collateral Agent and unpaid interest on the Loan through the date hereof); (e) repayment of principal each of the Loan Lenders and dated the Amendment Effective Date, in an amount of not less than $1,000,000 in cash or irrevocable written instruction from the Borrower each case in form and substance reasonably satisfactory to Lender the Administrative Agent, from (i) ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, special counsel to apply not less the Credit Parties, (ii) Fasken ▇▇▇▇▇▇▇▇▇ DuMoulin LLP, special Canada counsel to the Credit Parties, (iii) DLA Piper UK LLP, special English counsel to the Credit Parties, (iv) ▇▇▇▇▇ & ▇▇▇▇▇ Luxembourg, special Luxembourg counsel to the Credit Parties, (v) ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, special Canada counsel to the Credit Parties, (vi) ▇▇▇▇▇▇▇▇ Chance Luxembourg, special Luxembourg counsel to the Administrative Agent, (vii) Blake, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, special Canada counsel to the Administrative Agent, (viii) ▇▇▇▇▇ & Overy (UK), special English counsel to the Administrative Agent and (ix) local counsel to the Credit Parties in Illinois, Kansas, Louisiana, Utah and Wisconsin in the United States;1 (i) the Administrative Agent shall have received from each Credit Party (other than $1,000,000 the Foreign Credit Parties organized under the Laws of cash collateral held (i) Chile, (ii) Cayman Islands and (iii) England and Wales in the United Kingdom, except for the UK Borrower and Compass Minerals (Europe) Limited) a certificate, dated the Amendment Effective Date, signed by Lender an Authorized Officer of such Credit Party (or, in the case of any Foreign Credit Party, an authorized signatory thereof as repayment permitted under applicable law and the relevant charter documents of principal such Foreign Credit Party), and attested to by the secretary or any assistant secretary of such Credit Party (or, in the case of any Foreign Credit Party, another authorized signatory thereof as permitted under applicable law and the relevant charter documents of such Foreign Credit Party), in substantially the form of Exhibit C of the LoanExisting Credit Agreement with the appropriate insertions, together with copies of the certificate or articles of incorporation, certificate of formation, operating agreements and by-laws (or equivalent organizational documents) of such Credit Party (the "Organizational Documents") and the resolutions of such Credit Party referred to in such certificate and each of the foregoing shall be in form and substance reasonably satisfactory to the Administrative Agent; provided that, in lieu of delivering the Organizational Documents required above, the Borrowers may deliver a certificate of an authorized signatory thereof certifying that the Organizational Documents that were previously delivered to the Administrative Agent in connection with the 2012 Amendment and Restatement Agreement (A) are the true and correct copies of such Organizational Documents, (B) there have been no amendments to such Organizational Documents since such delivery and (C) are in full force and effect on the Amendment Effective Date and (ii) all Company and legal proceedings and all instruments and agreements in connection with the Refinancing Transactions shall be reasonably satisfactory in form and substance to the Administrative Agent, and the Administrative Agent shall have received all information and copies of all certificates, documents and papers, including good standing certificates, bring-down certificates and any other 1 To be updated, as necessary. records of Company proceedings and governmental approvals, if any, that the Administrative Agent reasonably may have requested in connection therewith, such documents and papers, where appropriate, to be certified by proper Company or governmental authorities; (f) the consolidated requirements set forth in Sections 3.09, 3.10, 3.11, 3.12 and consolidating balance sheets and statements 3.13 of income and cash flows of Merger Sub and its Subsidiaries as at the end of and for Amended Credit Agreement shall have been satisfied (with all references in such Sections to the month ended October 31, 2008, in reasonable detail and certified "2012 Restatement Effective Date" being deemed to be references to the "Amendment Effective Date") by the chief financial officer (prior execution and delivery of the relevant Security Document or other officer acceptable to Lender in its sole discretion) of Merger Sub supplement thereof, except to the effect extent that such information execution and delivery is true and complete and fairly presents not required to have been effected on or prior to the results Amendment Effective Date pursuant to the applicable provisions of operations and financial condition Section 6.11 of Merger Sub and its Subsidiaries as at and for the month ended October 31, 2008Amended Credit Agreement; (g) the Administrative Agent shall have received from the Borrowers, with respect to each Mortgaged Property, (i) such duly executed amendment and other modification to the Mortgage thereon as shall have been reasonably requested by the Administrative Agent, (ii) a calculation date-down or similar endorsement to its Mortgage Policy insuring that the Mortgage remains a first priority lien on the Mortgaged Property, subject only to Permitted Liens and (iii) a favorable opinion of Net Worth of POC as of September 30local counsel to the Credit Party in the state in which such Mortgaged Property is located, 2008 with supporting written detail in form and substance acceptable reasonably satisfactory to Lender the Administrative Agent, confirming that the Mortgage on the Mortgaged Property, as amended, located in its sole discretion, showing Net Worth of POC as of such date (on a consolidated basis) of not less than $3,300,000, certified as true and correct by state continues to secure the chief financial officer of the BorrowerObligations; (h) an agreement the repayment of subordination all Existing Revolving Loans and assignmentthe prepayment of all Existing B/As outstanding under the Existing Credit Agreement and the payment of accrued and unpaid interest, duly executed fees, breakage costs and delivered other amounts owing to the Existing Revolving Lenders, as contemplated by Rio Vista Operating LLCSection 2(e) hereof; (i) if any Revolving Loans are to be made or any B/As are to be purchased on the Amendment Effective Date under the Amended Credit Agreement, the Administrative Agent shall have received a request therefor complying with the requirements of Section 2.03 or 2.07(c) of the Amended Credit Agreement; (j) in accordance with Section 2.09(c) of the Existing Credit Agreement, the Administrative Agent shall have received, not later than 12:00 noon (New York City time) at least two Business Days prior to the Amendment Effective Date, written notice from the Borrowers of their intent to terminate in full the Revolving Credit Commitments under the Existing Credit Agreement and otherwise effect the Refinancing Transactions on the Amendment Effective Date; (k) the Administrative Agent shall have received all documentation and other information required by bank regulatory authorities under the applicable "know your customer" and anti-money laundering rules and regulations, including, without limitation, the Patriot Act and requested at least five Business Days prior to the Amendment Effective Date by the Administrative Agent or any New Revolving Lender; (l) the Administrative Agent shall have received payment from the US Borrower, in form and substance satisfactory immediately available funds, for the accounts of the New Revolving Lenders, of the Upfront Fees referred to Lender in its sole discretionSection 7 hereof; and (im) such partnership the Administrative Agent and its affiliates shall have received payment or reimbursement from the Borrowers, in immediately available funds, of all costs, fees, out‑of‑pocket expenses, compensation and other authorization documents amounts then due and payable in connection with this Amendment or pursuant to the Amended Credit Agreement, including, to the extent invoiced, reasonable fees, disbursements and other charges of counsel to the Administrative Agent. The Administrative Agent shall notify the Borrowers and the Lenders of the BorrowerAmendment Effective Date, and such notice shall be conclusive and binding. Notwithstanding the foregoing, the Guarantors amendment of the Existing Credit Agreement and subordinated creditorsthe CGA pursuant to this Amendment and the obligations of the New Revolving Lenders to extend the New Revolving Loan Commitments shall not become effective unless each of the foregoing conditions is satisfied at or prior to 5:00 p.m., New York City time, December 20, 2013 (and, in the event such conditions are not so satisfied or waived, the New Revolving Loan Commitments shall terminate at such time). Notwithstanding the foregoing, if after the use by the Credit Parties of commercially reasonable efforts to cause the conditions relating to the collateral and guarantee matters set forth in clauses (d)(ix) and (e) hereof to be satisfied as required by Lenderof the Amendment Effective Date such conditions are not satisfied as of the Amendment Effective Date, such conditions shall not be conditions precedent to the effectiveness of this Amendment on the Amendment Effective Date, but shall be accomplished as promptly as practical after the Amendment Effective Date and opinions of counsel in any event no later than 45 days following the Amendment Effective Date or such later date as Lender shall requestthe Administrative Agent may agree to in its reasonable discretion.

Effectiveness of Amendment. This Third Notwithstanding any other provision of this Amendment shall become effective on and without affecting in any manner the date (rights of the “Effective Date”) on which Lender shall have receivedLenders hereunder, it is understood and agreed that: (a) the amendment being made by Sections 4 and 7 of this Third Amendment duly shall not become effective, and the Borrower shall have no rights under this Amendment with respect to Sections 4 and 7, until the Administrative Agent shall have received (i) reimbursement or payment of its costs and expenses incurred in connection with the preparation, execution and delivery of this Amendment, including, without limitation, the reasonable fees and out-of-pocket expenses of outside counsel for the Administrative Agent with respect thereto, and (ii) executed by all parties heretocounterparts of this Amendment from the Borrower, the Guarantors and the Required Lenders; (b) the consents substantially amendments being made by this Amendment (other than the amendments effected by Sections 4 and 7 hereof) shall not become effective, and the Borrower shall have no rights under this Amendment with respect to any such amendments until (i) the merger of Grand Ohio, LLC with and into Buckeye GP Holdings (with Buckeye GP Holdings surviving the merger) and the related transactions as provided in Articles II and III of the Merger Agreement (as defined in this Amendment) shall have been consummated and effected in accordance with the terms of such Merger Agreement, (ii) the Borrower Partnership Agreement shall have been amended and restated in the form attached hereto (the “Consents”) duly executed by the Guarantors and subordinated creditors (the names of which are set forth on the Consents), as applicable; (c) an amendment to the Mortgage, Deed of Trust and Security Agreement dated as of July 26, 2007 (as amended, supplemented or otherwise modified from time to time) duly executed and delivered by Merger Sub, in form and substance acceptable to Lender in its sole discretion; (d) payment from the Borrower of a non-refundable, fully-earned closing fee in cash in an amount equal to $88,721.13 (which amount includes all accrued and unpaid interest on the Loan through the date hereof); (e) repayment of principal of the Loan Amended and Restated Agreement of Limited Partnership of Buckeye Partners, L.P. attached as Annex B to such Merger Agreement, (iii) the Buckeye GP Holdings Partnership Agreement shall have been amended and restated in an amount of not less than $1,000,000 in cash or irrevocable written instruction from the Borrower in form and substance satisfactory to Lender to apply not less than $1,000,000 of cash collateral held by Lender as repayment of principal of the Loan; Second Amended and Restated Agreement of Limited Partnership of Buckeye GP Holdings L.P. attached as Annex A to such Merger Agreement and (fiv) the consolidated Administrative Agent shall have received (x) reimbursement or payment of its costs and consolidating balance sheets expenses incurred in connection with the preparation, execution and statements delivery of income this Amendment, including, without limitation, the reasonable fees and cash flows out-of-pocket expenses of Merger Sub and its Subsidiaries as at the end of and outside counsel for the month ended October 31Administrative Agent with respect thereto, 2008, in reasonable detail and certified by the chief financial officer (or other officer acceptable to Lender in its sole discretiony) executed counterparts of Merger Sub to the effect that such information is true and complete and fairly presents the results of operations and financial condition of Merger Sub and its Subsidiaries as at and for the month ended October 31, 2008; (g) a calculation of Net Worth of POC as of September 30, 2008 with supporting written detail in form and substance acceptable to Lender in its sole discretion, showing Net Worth of POC as of such date (on a consolidated basis) of not less than $3,300,000, certified as true and correct by the chief financial officer of the Borrower; (h) an agreement of subordination and assignment, duly executed and delivered by Rio Vista Operating LLC, in form and substance satisfactory to Lender in its sole discretion; and (i) such partnership or other authorization documents of this Amendment from the Borrower, the Guarantors and subordinated creditorsthe Required Lenders; provided, however, that in the case of clauses (ii) and (iii) above, it is understood and agreed that any amendments to the agreements referred to therein (or forms thereof) that are of a type that would be permitted without the consent of the Required Lenders pursuant to Section 9.17 of the Credit Agreement (as required amended by LenderSection 5 of this Amendment) shall not be prohibited and shall not be deemed to constitute a failure by Borrower to satisfy the conditions set forth in such clauses; and (c) until such time as this Amendment shall have become effective as provided in paragraph (b) above, all of the terms and conditions of the Credit Agreement (after giving effect only to the amendment made by Sections 4 and 7 of this Amendment) shall remain in full force and effect, and opinions no Default or Event of counsel Default that may exist or have occurred and be continuing pursuant to the terms of the Credit Agreement as Lender of the Sixth Amendment Effective Date shall requestbe deemed to have been cured or waived by any amendment or consent provided by the terms of this Amendment or otherwise, except as any such Default or Event of Default shall have been hereafter expressly waived in writing in accordance with the requirements of the Credit Agreement.

Effectiveness of Amendment. This Third (a) Sections 2, 3 and 4 of this Amendment shall become effective on effective, as of the date first above written, upon satisfaction or waiver by the applicable parties of each of the following conditions (the “Effective Date”): (i) on which Lender This Amendment shall have received:been executed and delivered by the Issuer, the Indenture Trustee and each of the Series 2009-1 Noteholders and Deal Agents; (aii) The parties hereto (other than the Issuer) shall have received an Officer's Certificate of the manager of the Issuer with respect to the satisfaction of the conditions precedent set forth in this Third Amendment duly Section 6(a); (iii) The Indenture Trustee shall have received (if requested) an Opinion of Counsel stating that the execution hereof is authorized or permitted by the Indenture; and (iv) Issuer shall have executed by all parties hereto;and delivered to each Purchaser a fee letter, dated as of the date hereof. (v) The Issuer shall have paid to each Purchaser the renewal fee set forth in such Purchaser's fee letter referred to in clause (iv) above. (b) Upon the consents substantially in the form attached hereto (the “Consents”) duly executed execution and delivery of this Amendment by the Guarantors parties hereto, this Amendment shall be binding upon and subordinated creditors (inure to the names benefit of which are set forth on the Consents), as applicable;parties hereto and their respective successors and assigns. (c) an amendment Upon the effectiveness of (i) Section 2 of this Amendment, (x) this Amendment shall become a part of the Indenture and (y) each reference in the Indenture to “this Indenture”, or “hereof”, “hereunder” or words of like import, and each reference in any other document to the MortgageIndenture, Deed shall mean and be a reference to the Indenture, as amended or modified hereby, (ii) Section 3 of Trust this Amendment, (x) this Amendment shall become a part of the Supplement and Security (y) each reference in the Supplement to “this Supplement”, or “hereof”, “hereunder” or words of like import, and each reference in any other document to the Supplement, shall mean and be a reference to the Supplement, as amended or modified hereby, and (iii) Section 4 of this Amendment, (x) this Amendment shall become a part of the Note Purchase Agreement dated and (y) each reference in the Note Purchase Agreement to “this Agreement”, or “hereof”, “hereunder” or words of like import, and each reference in any other document to the Note Purchase Agreement, shall mean and be a reference to the Note Purchase Agreement, as of July 26, 2007 (as amended, supplemented amended or otherwise modified from time to time) duly executed and delivered by Merger Sub, in form and substance acceptable to Lender in its sole discretion;hereby. (d) payment from the Borrower of a non-refundableExcept as expressly amended or modified hereby, fully-earned closing fee in cash in an amount equal to $88,721.13 (which amount includes all accrued and unpaid interest on the Loan through the date hereof); (e) repayment of principal each of the Loan Indenture, the Supplement and the Note Purchase Agreement shall remain in an amount of not less than $1,000,000 in cash or irrevocable written instruction from the Borrower in form full force and substance satisfactory to Lender to apply not less than $1,000,000 of cash collateral held by Lender as repayment of principal of the Loan; (f) the consolidated effect and consolidating balance sheets is hereby ratified and statements of income and cash flows of Merger Sub and its Subsidiaries as at the end of and for the month ended October 31, 2008, in reasonable detail and certified confirmed by the chief financial officer (or other officer acceptable to Lender in its sole discretion) of Merger Sub to the effect that such information is true and complete and fairly presents the results of operations and financial condition of Merger Sub and its Subsidiaries as at and for the month ended October 31, 2008; (g) a calculation of Net Worth of POC as of September 30, 2008 with supporting written detail in form and substance acceptable to Lender in its sole discretion, showing Net Worth of POC as of such date (on a consolidated basis) of not less than $3,300,000, certified as true and correct by the chief financial officer of the Borrower; (h) an agreement of subordination and assignment, duly executed and delivered by Rio Vista Operating LLC, in form and substance satisfactory to Lender in its sole discretion; and (i) such partnership or other authorization documents of the Borrower, the Guarantors and subordinated creditors, as required by Lender, and opinions of counsel as Lender shall requestparties hereto.

Effectiveness of Amendment. This Third Seventh Amendment shall become effective on the date (the “Effective Date”) on which Lender shall have receivedwhich: (a) this Third Amendment each of the Borrower, the Administrative Agent, the Swing Line Lender, the Issuing Lender and the Lenders (including, without limitation, the New Lenders and the Departing Lender) shall have duly executed by all parties heretothis Seventh Amendment; (b) the consents substantially in Administrative Agent shall have received, for the form attached hereto (account of each Lender requesting the “Consents”) duly same, a Note conforming to the requirements of the Credit Agreement and executed by the Guarantors and subordinated creditors (the names of which are set forth on the Consents), as applicable; (c) an amendment to the Mortgage, Deed of Trust and Security Agreement dated as of July 26, 2007 (as amended, supplemented or otherwise modified from time to time) a duly executed and delivered by Merger Sub, in form and substance acceptable to Lender in its sole discretion; (d) payment from the Borrower of a non-refundable, fully-earned closing fee in cash in an amount equal to $88,721.13 (which amount includes all accrued and unpaid interest on the Loan through the date hereof); (e) repayment of principal of the Loan in an amount of not less than $1,000,000 in cash or irrevocable written instruction from the Borrower in form and substance satisfactory to Lender to apply not less than $1,000,000 of cash collateral held by Lender as repayment of principal of the Loan; (f) the consolidated and consolidating balance sheets and statements of income and cash flows of Merger Sub and its Subsidiaries as at the end of and for the month ended October 31, 2008, in reasonable detail and certified by the chief financial officer (or other officer acceptable to Lender in its sole discretion) of Merger Sub to the effect that such information is true and complete and fairly presents the results of operations and financial condition of Merger Sub and its Subsidiaries as at and for the month ended October 31, 2008; (g) a calculation of Net Worth of POC as of September 30, 2008 with supporting written detail in form and substance acceptable to Lender in its sole discretion, showing Net Worth of POC as of such date (on a consolidated basis) of not less than $3,300,000, certified as true and correct by the chief financial authorized officer of the Borrower; (hc) an agreement the Borrower shall have paid to the Administrative Agent for the account of subordination and assignmenteach Lender (other than the Departing Lender, duly executed and delivered by Rio Vista Operating LLCbut including the New Lenders) a fully earned, non-refundable upfront fee in immediately available funds, in form an amount for each Lender equal to such Lender’s Commitment (after giving effect to this Seventh Amendment) multiplied by (i) 0.65% if such Commitment is equal to or greater than $30,000,000 and substance satisfactory to (ii) 0.40% if such Commitment is less than $30,000,000; (d) the Borrower shall have paid all breakfunding costs (in accordance with Section 4.15 of the Credit Agreement) incurred by each Lender in its sole discretionconnection with the operation of Section 2 above; (e) the Borrower shall have paid all of the Lead Arranger’s, the Administrative Agent’s and the Lenders’ fees and the Lead Arranger’s and the Administrative Agent’s legal fees invoiced in reasonable detail and all reasonable out-of-pocket costs incurred in connection with this Seventh Amendment and all due diligence in respect hereof; and (if) the Borrower shall have delivered to the Administrative Agent such partnership or other opinions of counsel, authorization documents and organizational documents, certificates of the Borrower, the Guarantors and subordinated creditors, as required by Lendergood standing, and opinions of counsel all other documents, reports and information, in each case as Lender the Administrative Agent or the Lenders shall request.