Common use of Effectiveness of Amendment Clause in Contracts

Effectiveness of Amendment. This Amendment shall become effective upon satisfaction of the following conditions precedent (such date, the “First Amendment Effective Date”): (a) receipt by the Administrative Agent of executed signature pages to this Amendment from (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 Administrative Agent of a certificate of each Obligor that is a party hereto, dated the First Amendment Effective Date and executed by its secretary or assistant secretary, which shall certify the resolutions of its board of directors, members or other body authorizing the execution, delivery and performance of the transactions contemplated by this Amendment; (c) 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 Administrative Agent, each in form and substance satisfactory to the Administrative Agent; (d) receipt by (i) the Lead Arranger and the Administrative Agent, for the account of each consenting Lender, the 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 shall have been presented to the Borrower prior to the First Amendment Effective Date); and (e) receipt by the Administrative Agent of such documents, certificates and 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 Amendment and the transactions contemplated hereby and any other legal matters relating to the Obligors, this Amendment, the other Loan Documents and the transactions contemplated hereby, all in form and substance reasonably satisfactory to the Administrative Agent.

Effectiveness of Amendment. This Third Amendment shall become effective upon satisfaction of the following conditions precedent (such date, the “First Third Amendment Effective Date”): (a) receipt by the Administrative Agent of executed signature pages to this Third Amendment from (i) the Borrower, the Holding Company and each Guarantor that is party to the Credit Agreement and Agreement, (ii) the Revolving Lenders (including any Increased Revolving Lender) and (iii) the Required Refinancing Lenders; (b) receipt by the Administrative Agent of (i) such documents, certificates and 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 certificate, signed by a senior officer of the Borrower and each Obligor that is a party heretoother Obligor, dated as of the First Third Amendment Effective Date and executed by its secretary or assistant secretaryDate, which shall certify the resolutions of its board of directors, members or other body authorizing the execution, delivery (x) confirm compliance with Sections 5.02(c) and performance 5.03(a) of the transactions contemplated by this Amendment;Existing Credit Agreement and (y) certify that no Default or Event of Default shall have occurred or be continuing; and (c) 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 Administrative Agent, each in form and substance satisfactory to the Administrative Agent; (d) receipt by (i) the Lead Arranger and the Administrative Agent, for the account of each consenting Lender, the of all fees agreed required to be paid to them by on or before the Borrower in connection with this Third Amendment Effective Date and (ii) to the Administrative Agent (or its affiliates) of 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 Third Amendment (and, in the case of any such expenses, for which invoices in reasonable detail shall have been presented to the Borrower prior to the First Third Amendment Effective Date); and (e) receipt by the Administrative Agent of such documents, certificates and 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 Amendment and the transactions contemplated hereby and any other legal matters relating to the Obligors, this Amendment, the other Loan Documents and the transactions contemplated hereby, all in form and substance reasonably satisfactory to the Administrative Agent.

Effectiveness of Amendment. This Amendment shall become effective upon 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 dateconditions precedent, the “First Amendment Effective Date”): (a) receipt by the Administrative Agent of duly executed signature pages to counterparts of this Amendment from that, when taken together, bear the signatures of (i) the BorrowerBorrower and Holdings, the Holding Company and each Guarantor that is party to (ii) requisite Lenders under the Credit Agreement and (iiiii) each of the Required Refinancing Tranche A Term Lenders; (b) on the 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 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 (except where such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects as of such earlier date); (c) on the First Amendment Effective Date, both before and after giving effect to the Tranche A Term Loans, no Default or Event of Default shall have occurred and be continuing; (d) receipt by the Administrative Agent of a certificate reaffirmation in respect of the Guarantee, the Pledge Agreement and the Security Agreement substantially in the form of Exhibit D hereto, executed and delivered by a duly authorized officer of each Obligor that is a Guarantor, pledgor party heretothere and grantor party thereto, dated as applicable (the First Amendment Effective Date and executed by its secretary or assistant secretary, which shall certify the resolutions of its board of directors, members or other body authorizing the execution, delivery and performance of the transactions contemplated by this Amendment“Reaffirmation Agreement”); (ce) (i) receipt by the Administrative Agent of a Flood Certificate in respect of 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 opinion 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 the Administrative Agent; (f) receipt by the Administrative Agent of executed legal opinions of (i) ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇ LLP, P.A., special New York counsel for to the Obligors Borrower and (ii) such other counsel of the Obligors reasonably satisfactory ▇▇▇ ▇▇▇▇▇▇▇, General Counsel to the Administrative Agent, each in form and substance satisfactory to the Administrative Agent; (d) receipt by (i) the Lead Arranger and the Administrative Agent, for the account of each consenting Lender, the 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 (andBorrower, in the case of any such expenseseach case, for which invoices in reasonable detail shall have been presented to the Borrower prior to the First Amendment Effective Date); and (e) receipt by the Administrative Agent of such documents, certificates and 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 Amendment and the transactions contemplated hereby and any other legal matters relating to the Obligors, this Amendment, the other Loan Documents and the transactions contemplated hereby, all in form and substance reasonably satisfactory to the Administrative Agent; (g) the fees in the amounts previously agreed in writing by the Arrangers to be received by the Arrangers and the Lenders on the First Amendment Effective Date (including an amendment fee to each existing Lender that consents to this Amendment in an amount equal to 0.10% times the aggregate amount of such 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 or prior to the First Amendment Effective Date, in each case, shall have been paid; (h) receipt by the Administrative Agent of a Notice of Borrowing (whether in writing or by telephone) meeting the requirements of Section 2.3 of the Credit Agreement, as amended hereby; (i) receipt by the Administrative Agent of a copy of the resolutions, in form and substance satisfactory to the Administrative Agent, of the Board of Directors (or equivalent governing body) of each Credit Party (or a duly authorized committee thereof) authorizing (i) 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 extensions of credit contemplated hereunder and (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, dated the First Amendment Effective Date, executed by the 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 attaching the documents referred to in clauses (i) and (j) above and, where applicable, certifying as to the incumbency and specimen signature of 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 of that time.

Effectiveness of Amendment. This Amendment shall become be effective upon satisfaction as of the following conditions precedent first date (such date, the “First "Amendment No. 2 Effective Date”): (a") receipt by on which the Administrative Agent of executed signature pages to this Amendment from (i) the Borrower, the Holding Company and has received each Guarantor that is party to the Credit Agreement and (ii) the Required Refinancing Lenders; (b) receipt by the Administrative Agent of a certificate of each Obligor that is a party hereto, dated the First Amendment Effective Date and executed by its secretary or assistant secretary, which shall certify the resolutions of its board of directors, members or other body authorizing the execution, delivery and performance of the transactions contemplated by this Amendment; (c) 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 Administrative Agentfollowing, each in form and substance satisfactory to the Administrative AgentAgent (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 sufficient for each Lender: (a) four (4) copies of this Amendment duly executed and delivered by each Borrower and the Required Lenders; (db) receipt by (i) a certificate of the Lead Arranger and the Administrative Agent, for the account secretary or of an assistant secretary of each consenting Lender, Borrower having attached thereto the fees agreed to be paid to them by constituent documents of such Borrower (or containing the Borrower in connection with this Amendment and (ii) certification of said officer that such constituent documents have not been amended or modified since last delivered to the Administrative Agent (or its affiliates) all reasonable fees and expenses, including reasonable fees and expenses of counsel Lenders pursuant to the Administrative AgentLoan Agreement), required a copy of any corporate resolutions or evidence of any other corporate or other action taken by such Borrower to be paid or reimbursed by authorize the Borrower in connection with the preparation, execution and delivery of this Amendment and performance of its obligations under the Loan Agreement as amended by this Amendment, and a listing of the names of the officers of such Borrower, and their specimen signatures, authorized to execute and deliver this Amendment and any related Loan Documents on behalf of such Borrower; (andc) a certificate of the president of each Borrower or the chief financial officer of each Borrower to the effect that, after giving effect to this Amendment, the representations and warranties of the Borrowers set forth in the case Loan Agreement are true and correct in all material respects, and that no Default or Event of Default exists; (d) such other agreements, certificates, instruments and other documents as any such expenses, for which invoices Lender through the Agent may reasonably request in reasonable detail shall have been presented to connection with the Borrower prior to the First Amendment Effective Date)transactions contemplated hereby; and (e) receipt counterparts of that certain Amendment No. 2 to Reimbursement Agreement by the Administrative and between ▇▇▇▇▇▇▇ and Agent of such documentssigned by ▇▇▇▇▇▇▇, certificates all as required in said Amendment No. 2 to Reimbursement Agreement, together with all other sums and other instruments items required therein to be delivered to Agent as the Administrative Agent or its counsel may reasonably request relating conditions to the organization, existence and good standing effectiveness of the Obligors, the authorization of this said Amendment and the transactions contemplated hereby and any other legal matters relating No. 2 to the Obligors, this Amendment, the other Loan Documents and the transactions contemplated hereby, all in form and substance reasonably satisfactory to the Administrative AgentReimbursement Agreement.

Effectiveness of Amendment. (a) This Amendment shall become effective upon satisfaction as of the following conditions precedent date hereof (except as to any provision of this Amendment which is stated to have an earlier effective date in which case, upon the effectiveness of this Amendment, such date, provision shall be deemed effective as of the “First Amendment Effective Date”): (adate of its stated effectiveness) upon receipt by the Administrative Agent of executed signature pages to this Amendment from Agent: (i) From the BorrowerLoan Parties, the Holding Company and each Guarantor that is party of an opinion of counsel to the Credit Agreement and (ii) the Required Refinancing Lenders; (b) receipt by the Administrative Agent of a certificate of each Obligor that is a party heretoLoan Parties, dated the First Amendment Effective Date and executed by its secretary or assistant secretary, which shall certify the resolutions of its board of directors, members or other body authorizing the execution, delivery and performance of the transactions contemplated by this Amendment; (c) 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 Administrative Agent, each in form and substance satisfactory to Agent, addressing, inter alia, the Administrative Agent;(i) existence, capacity, and due authorization of the Loan Parties to enter into this Amendment. (dii) receipt 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 Lead Arranger articles, bylaws, relevant resolutions (or similar documents of those Loan Parties which are limited liability companies), and the Administrative Agentdue authorization to enter into this Amendment, for the account of each consenting Lender, the fees agreed to be paid to them by the Borrower in connection with this Amendment and (ii) the incumbency of the officer or similar official of such 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 written confirmation (in form satisfactory to Agent) that such party has signed a counterpart hereof. (b) Upon the Administrative Agent (or its affiliates) all reasonable fees and expenseseffectiveness hereof, including reasonable fees and expenses of counsel to the Administrative Agent, required to Credit Agreement shall be paid or reimbursed by the Borrower amended hereby in connection accordance with the preparationterms hereof, execution and delivery of this Amendment (and, in the case of any such expenses, for which invoices in reasonable detail shall have been presented to the Borrower prior to the First Amendment Effective Date); and (e) receipt by the Administrative Agent of such documents, certificates and 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 Amendment and the transactions contemplated hereby Credit Agreement shall hereafter be one agreement and any other legal matters relating reference to the ObligorsCredit Agreement in any document, this Amendmentinstrument, 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 Credit Agreement, the terms and provisions hereof shall control. Except as specifically amended by the provisions hereof, the Credit Agreement and all other Loan Documents shall remain in full force and effect and are hereby ratified and confirmed by the transactions contemplated herebyparties hereto. Each Lender, all in form and substance reasonably satisfactory by its execution hereof, hereby consents to this Amendment pursuant to the Administrative AgentCredit Agreement.

Effectiveness of Amendment. This Amendment shall become effective upon satisfaction of the following conditions precedent (such date, the “First Second Amendment Effective Date”): (a) receipt by the Administrative Agent of executed signature pages to this Amendment from (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 Administrative Agent of a certificate of each Obligor that is a party hereto, dated the First Second Amendment Effective Date and executed by its secretary or assistant secretary, which shall certify the resolutions of its board of directors, members or other body authorizing the execution, delivery and performance of the transactions contemplated by this Amendment; (c) 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 Administrative Agent, each in form and substance satisfactory to the Administrative Agent; (d) receipt by (i) the Lead Arranger and the Administrative Agent, for the account of each consenting Lender, the 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 shall have been presented to the Borrower prior to the First Second Amendment Effective Date); and (e) receipt by the Administrative Agent of (i) such documents, certificates and 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 Amendment and the transactions contemplated hereby and any other legal matters relating to the Obligors, this Amendment, the other Loan Documents and the transactions contemplated hereby, all in form and substance reasonably satisfactory to the Administrative AgentAgent and (ii) a certificate, signed by a senior officer of the Borrower and each other Obligor, as of the Second Amendment Effective Date, which shall (x) confirm compliance with Section 5.03(a) of the Existing Credit Agreement and (y) certify that no Default or Event of Default shall have occurred or be continuing.

Effectiveness of Amendment. This (a) Sections 3 and 4 of this Amendment shall become effective effective, as of the date first written above, upon satisfaction of the following conditions precedent (such date, the “First Amendment Effective Date”):conditions: (ai) receipt This Amendment shall have been duly executed and delivered by the Administrative Agent parties hereto; (ii) The Indenture Trustee shall have received the Opinion of executed signature pages Counsel (in form and substance reasonably acceptable to the Requisite Global Majority) with respect to this Amendment from contemplated by Section 1001(a) of the Indenture; (iiii) 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 Borrower, amendments of the Holding Company and each Guarantor that is party to the Credit Agreement Indenture as contemplated by this Amendment and (iiB) the Required Refinancing Lenders;amendment and restatement of the Existing Management Agreement in the form of the Management Agreement; and (viii) The Manager and the Issuer shall have executed and delivered the Management Agreement. (b) receipt by Upon the Administrative Agent of a certificate of each Obligor that is a party hereto, dated the First Amendment Effective Date and executed by its secretary or assistant secretary, which shall certify the resolutions of its board of directors, members or other body authorizing the execution, delivery and performance of the transactions contemplated by this Amendment; (c) 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 Administrative Agent, each in form and substance satisfactory to the Administrative Agent; (d) receipt by (i) the Lead Arranger and the Administrative Agent, for the account of each consenting Lender, the 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 (andby the parties hereto, in the case of any such expenses, for which invoices in reasonable detail this Amendment shall have been presented be binding upon and inure to the Borrower prior to benefit of the First Amendment Effective Date); andparties hereto and their respective successors and assigns. (ec) receipt by Upon the Administrative Agent effectiveness of such documentsSection 3 of this Amendment, certificates and 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 (x) Section 3 of this Amendment shall be a part of the Indenture and (y) each reference in the transactions contemplated hereby Indenture to “this Indenture” and “hereof”, “hereunder” or words of like import, and each reference in any other legal matters relating document to the Obligors, Indenture shall mean and be a reference to the Indenture as amended or modified hereby. Upon the effectiveness of Section 4 of this Amendment, (x) Section 4 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 Loan Documents and the transactions contemplated hereby, all in form and substance reasonably satisfactory document to the Administrative AgentIndenture shall mean and be a reference to the Indenture as amended or modified hereby. (d) Each party hereto agrees and acknowledges that this Amendment constitutes a “Related Document” under the Indenture.

Effectiveness of Amendment. This Amendment shall become effective upon satisfaction of on the following conditions precedent first date (such date, the “First "Amendment Effective Date”): ") on which (a) receipt by the Administrative Agent of executed signature pages to this Amendment from (i) the Borrower, the Holding Company and has received each Guarantor that is party to the Credit Agreement and (ii) the Required Refinancing Lenders; (b) receipt by the Administrative Agent of a certificate of each Obligor that is a party hereto, dated the First Amendment Effective Date and executed by its secretary or assistant secretary, which shall certify the resolutions of its board of directors, members or other body authorizing the execution, delivery and performance of the transactions contemplated by this Amendment; (c) 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 Administrative Agentfollowing, each in form and substance satisfactory to the Administrative AgentAgent and the Required Lenders (and in sufficient copies for each Lender): (i) this Amendment duly executed and delivered by the Borrower and each Lender; (dii) receipt by (i) a Consent and Confirmation of Guarantor in the Lead Arranger form attached hereto as Annex 2 duly executed and the Administrative Agent, for the account of each consenting Lender, the fees agreed to be paid to them delivered by the Subsidiary Guarantor; (iii) a certificate of the Secretary of the Borrower in connection with as to the articles or certificate of incorporation and bylaws of the Borrower, corporate resolutions authorizing the transactions contemplated by this Amendment and the incumbency of officers of the Borrower, all as in effect on the Amendment Effective Date; (iiiv) 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 when acquired by the Borrower; (v) an irrevocable written instruction to the Trustee under the Catoosa County Bond Indenture (as defined in the Loan Agreement, as amended by this Amendment) to the Administrative Agent (or its affiliates) all reasonable fees and expenses, including reasonable fees and expenses of counsel deliver to the Administrative Agent, required to be paid or reimbursed by upon presentation of such instruction and tender of the Borrower Catoosa County Bonds issued in connection with the preparationFirst 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 waiver in substantially the form attached hereto as Annex 3, 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, and the other Loan Documents contemplated hereby to be delivered in connection with the case of any such expenses, for which invoices in reasonable detail shall have been presented effectiveness hereof by the Borrower as to the Borrower prior to enforceability of this Amendment, the First Amendment Effective Date)Loan Agreement as amended hereby and such other Loan Documents, and such other matters as any Lender through the Agent may reasonably request; and (eix) receipt by the Administrative Agent of such documentsother agreements, certificates certificates, instruments and other instruments documents as any Lender through the Administrative Agent or its counsel may reasonably request relating to the organization, existence and good standing of the Obligors, the authorization of this Amendment and the transactions contemplated hereby and any other legal matters relating to the Obligors, this Amendment, the other Loan Documents and in connection with the transactions contemplated hereby, all in form and substance reasonably satisfactory to the Administrative Agent.; and

Effectiveness of Amendment. This Amendment shall become effective upon the date (the “Execution Date”) on which the Successor Agent shall have 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 following conditions precedent set forth in clauses (a) through (l) below (such date, the “First 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) receipt by the Administrative Agent Lenders shall have consented to extend at least 50% of executed signature pages to this Amendment from (i) the Borrower, the Holding Company and each Guarantor that is party to the Credit Agreement and (ii) the Required Refinancing LendersExisting Term Loans; (b) receipt by the Administrative Successor Agent of a certificate of each Obligor that is a party hereto, dated shall have received the First Amendment Effective Date and executed by its secretary or assistant secretary, which shall certify the resolutions of its board of directors, members or other body authorizing the execution, delivery and performance of the transactions contemplated by this Amendment;following: (c) 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 Administrative Agent, each in form and substance satisfactory to the Administrative Agent; (d) receipt by (i) the Lead Arranger and the Administrative Agent, an upfront fee for the account of each consenting Lender, the fees agreed New Tranche B Term Lender that is a party to be paid to them by the Borrower in connection with this Amendment and 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 Administrative Agent Second Amendment Effective Date (or its affiliates) all reasonable fees and expenses, including the reasonable fees and expenses of counsel to the Administrative Agent, legal counsel) required to be paid or reimbursed by paid; (vi) executed counterparts from each Loan Party of the Borrower in connection with the preparation, execution Guarantee and delivery of this Amendment (and, Collateral Acknowledgement substantially in the case of any such expenses, for which invoices in reasonable detail shall have been presented to the Borrower prior to the First Amendment Effective Date); andform attached hereto as Exhibit D; (evii) receipt by the Administrative Agent of such documents, documents and certificates and other instruments as the Administrative Successor Agent or its counsel may reasonably request relating to the organization, existence and good standing of the Obligorseach Loan Party, the authorization of this Amendment and the transactions contemplated hereby 2012 Transactions and any other legal matters relating to the Obligors, this AmendmentLoan Parties, the other 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 transactions contemplated herebyAmendment), 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 the Borrower or a Financial Officer, in form and substance reasonably satisfactory to 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) 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 the Second Amendment Effective Date, except to the extent such representations and warranties expressly relate to an earlier date (in which case such representations and warranties shall be true and correct in all material respects (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) 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 such documents that are materially adverse to the Lenders not approved by the Amendment Arrangers). (g) The Existing Agent shall have received from the Borrower in immediately available funds payment of all costs, expenses, accrued and unpaid fees and other amounts payable to it as the Existing Agent and as a Lender pursuant to the Loan Documents (including fees and expenses of counsel) in each case to the extent set forth on Schedule 1 hereto, in each case to the account specified on Schedule 1 hereto. (h) The Successor Agent and the Borrower shall have executed and delivered a fee letter in relation to the annual agency fee paid to the Administrative AgentAgent by the Borrower. (i) The Successor Agent shall have confirmed in writing that it has received the items set forth on Schedule 2 hereto; (j) The Successor Agent shall have confirmed in writing 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 (l) On or prior to April 10, the Escrow Release Date (as defined in the Escrow Agreement) and the Escrow Merger (as defined in the Escrow Agreement) shall have occurred; provided, however, that this section shall apply only if the Senior Notes are issued prior to the Second Amendment Effective Date.

Effectiveness of Amendment. This Sixth Amendment shall become effective upon satisfaction of on the following conditions precedent date (such date, the “First Amendment Effective Date”): ) on which (a) receipt by the Administrative Agent of executed signature pages to this Amendment from (i) the Borrowershall have received, the Holding Company and each Guarantor that is party to the Credit Agreement and (ii) the Required Refinancing Lenders; (b) receipt by the Administrative Agent of a certificate of each Obligor that is a party hereto, dated the First Amendment Effective Date and executed by its secretary or assistant secretary, which shall certify the resolutions of its board of directors, members or other body authorizing the execution, delivery and performance of the transactions contemplated by this Amendment; (c) 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 Administrative Agent, each all in form and substance satisfactory to the Administrative Agent;: (d) receipt by (i) this Sixth Amendment duly executed by each of the Lead Arranger Borrower, the Lenders (including, without limitation, the Departing Lenders and the New Lenders) and the Administrative Agent; (ii) a Note duly executed by the Borrower, for each Lender which shall have requested a Note prior to the date hereof; (iii) 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 consenting Lender, the fees agreed to be paid to them by the Borrower 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 Amendment Sixth Amendment), prepared as of 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 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 August 15, 2018 (as amended, supplemented or otherwise modified from time to time) between the Administrative Agent and Natixis; and (ix) such documentation as the Administrative Agent shall require (as recommended by local counsel to the Administrative Agent (or its affiliatesin each relevant jurisdiction) all reasonable fees in respect of Collateral located in Mexico,1 Switzerland and expensesGermany and other jurisdictions, 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 shall have been presented to the Borrower prior to the First Amendment Effective Date)as applicable; and (e) receipt by the Administrative Agent of such documents, certificates and 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 Amendment and the transactions contemplated hereby and any other legal matters relating to the Obligors, this Amendment, the other Loan Documents and the transactions contemplated hereby, all in form and substance reasonably satisfactory to the Administrative Agent.

Effectiveness of Amendment. This Amendment shall become effective upon satisfaction of the following conditions precedent (such date, the “First Amendment Effective Date”): (a) receipt by the Administrative Agent of executed signature pages to this Amendment from (i) the Borrower, the Holding Company and each Guarantor that is party The amendments to the Credit Agreement and the GCA set forth in Section 1 hereof shall become effective as of the first date (iithe "Amendment Effective Date") on which the following conditions have been satisfied: (a) The Administrative Agent (or its counsel) shall have received duly executed counterparts hereof that, when taken together, bear the signatures of the Borrower, the Guarantors, the Required Refinancing Lenders;Lenders and the Collateral Agent. (b) receipt by the The Administrative Agent of shall have received a certificate of each Obligor that is a party heretocertificate, dated the First Amendment Effective Date and executed signed by its secretary the Chief Executive Officer or assistant secretary, which shall certify the resolutions of its board of directors, members or other body authorizing the execution, delivery and performance a Financial Officer of the transactions contemplated by this Amendment;Borrower, confirming compliance with the conditions set forth in paragraphs (a) and (b) of Section 4.02 of the Credit Agreement. (c) receipt by the The Administrative Agent shall have received on the Amendment Effective Date favorable legal opinions of ▇▇▇▇▇ ▇▇▇▇, General Counsel of the legal opinion of (i) 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 Guarantee Requirement to be satisfied, P.A.including without limitation, counsel for in Japan, the Obligors Netherlands, Mexico and (ii) 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 amended and restated hereby, and the other counsel of Loan Documents and security interests thereunder, as the Obligors Administrative Agent may reasonably request, and each such opinion shall be reasonably satisfactory to the Administrative Agent, each in form and substance satisfactory to the Administrative Agent;. (d) receipt by (i) the Lead Arranger and the Administrative Agent, for the account of each consenting Lender, the fees agreed to be paid to them by the Borrower in connection with this Amendment and (ii) to the 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 shall have been presented to the Borrower prior to the First Amendment Effective Date); and (e) receipt by the Administrative Agent of received such documents, documents and certificates and other instruments as the Administrative Agent or its counsel may reasonably request relating to the organization, existence and good standing of the Obligorseach Loan Party, the authorization of this Amendment and the transactions contemplated hereby and any other legal matters relating to the ObligorsLoan 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 for the Administrative Agent.

Effectiveness of Amendment. This Amendment shall become be effective upon satisfaction of on the following conditions precedent date (such date, the “First Amendment Effective Date”): ) on which (a) receipt by the Administrative Agent Debtors have received all of executed the Required Amendment Parties’ signature pages to this Amendment from 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 be 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: (i) the BorrowerEnergy Future Holdings Corp., a Texas corporation (“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 Holding “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 Guarantor that is party of TCEH’s direct and indirect subsidiaries listed on the signature pages hereto (the “TCEH Subsidiaries,” and together with TCEH and EFCH, the “TCEH Debtors”); and (viii) each of EFH’s other direct and indirect subsidiaries listed on the signature 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 a “Creditor-Investor Party” and collectively referred to herein as the Credit Agreement “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) (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 “▇▇▇▇-Investor Parties”); (d) (i) Ovation Acquisition I, L.L.C. (“Parent”) and (ii) Ovation Acquisition II, L.L.C. (“OV2,” and together with the Required Refinancing LendersCreditor-Investor Parties, the ▇▇▇▇-Investor Parties, and Parent, the “Investor Parties”); (be) receipt by the Administrative Agent of Texas Energy Future Holdings Limited Partnership (“Texas Holdings”), a certificate of each Obligor that is a party hereto, dated the First Amendment Effective Date and executed by its secretary or assistant secretaryTexas limited partnership, which shall certify the resolutions of its board of directors, members or other body authorizing the execution, delivery and performance holds approximately 99.26% of the transactions contemplated by this Amendmentoutstanding equity interests in EFH; (cf) receipt by Texas Energy Future Capital Holdings LLC, a Delaware limited liability company and the Administrative Agent general partner of the legal opinion of Texas Holdings (i“TEF”); (g) Kohlberg Kravis ▇▇▇▇▇▇▇ & ▇Co., L.P., TPG Capital, L.P. and ▇▇▇▇▇▇▇, P.A.Sachs & Co. (collectively, counsel the “Sponsor Managers”) in their capacities as managers and agents for funds holding indirect equity interests in EFH (collectively, in such capacities, the Obligors “Sponsors” and, together with Texas Holdings and (ii) such other counsel of TEF, the Obligors reasonably satisfactory to the Administrative Agent, each in form and substance satisfactory to the Administrative Agent“Consenting Interest Holders”); (dh) receipt 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 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 among, inter alia, TCEH, as borrower, EFCH and the TCEH Subsidiaries, as guarantors, Wilmington Trust, N.A., as successor administrative agent and collateral agent (the “TCEH First Lien Agent”), and the lenders from time to time party thereto; (i) the Lead Arranger TCEH First Lien Agent, solely in its capacity 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 Administrative AgentTCEH 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 the account such beneficial holders or discretionary accounts of each consenting Lendersuch beneficial holders (collectively, the fees agreed “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 be paid 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 them 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 Borrower in connection with this Amendment 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 (iicollectively, 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 Administrative Agent “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. (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 shall have been presented to the Borrower prior to the First Amendment Effective Date“EFIH PIK Notes Trustee”); and (er) receipt by the Administrative Agent undersigned beneficial holders or investment advisors or managers for such beneficial holders or discretionary accounts of such documentsbeneficial holders, certificates if any (collectively, the “Consenting EFIH Second Lien Noteholders,” and other instruments 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) 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 April 25, 2011, by and among, inter alia, the EFIH Debtors, as issuers, and Computershare Trust, as successor indenture trustee to The Bank of 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 a “Party” and are collectively referred to herein as the Administrative Agent “Parties.” If the EFH Notes Trustee, EFIH PIK Notes Trustee or its counsel may reasonably request relating EFIH Second Lien Notes Trustee executes and delivers pursuant to the organizationSection 14.8 hereof a signature page to this Agreement, existence as contemplated in Sections 4.1(g), (h) and good standing of the Obligors(i), the authorization of this Amendment and the transactions contemplated hereby and any other legal matters relating to the Obligorsthen such EFH Notes Trustee, this AmendmentEFIH PIK Notes Trustee or EFIH Second Lien Notes Trustee, the other Loan Documents and the transactions contemplated herebyas applicable, all in form and substance reasonably satisfactory to the Administrative Agent.shall be a Party hereunder. RECITALS

Effectiveness of Amendment. (a) This Seventh Amendment shall become effective upon satisfaction of on the following conditions precedent date (such date, the “First Amendment Effective Date”): ) on which (a) receipt by the Administrative Agent of executed signature pages to this Amendment from (i) the Borrowershall have received, the Holding Company and each Guarantor that is party to the Credit Agreement and (ii) the Required Refinancing Lenders; (b) receipt by the Administrative Agent of a certificate of each Obligor that is a party hereto, dated the First Amendment Effective Date and executed by its secretary or assistant secretary, which shall certify the resolutions of its board of directors, members or other body authorizing the execution, delivery and performance of the transactions contemplated by this Amendment; (c) 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 Administrative Agent, each all in form and substance satisfactory to the Administrative Agent;: (d) receipt by (i) this Seventh Amendment duly executed by each of the Lead Arranger Borrower, the Lenders (including, without limitation, the New Lender and the Departing Lender) and the Administrative Agent; (ii) upon request, a Note duly executed by the Borrower in favor of the New Lender and each Increasing Lender, reflecting the new or increased (as applicable) Revolving Line Portion effected hereunder; (iii) the Seventh Amendment Fee Letter - Lenders, dated on or around the date hereof, between the Administrative Agent and the Borrower (the “Seventh Amendment Fee Letter - Lenders”), duly executed by the Borrower; (iv) the Seventh Amendment Fee Letter – Agent, dated on or around the date hereof, between the Administrative Agent and the Borrower (the “Seventh Amendment Fee Letter – Agent”), duly executed by the Borrower; and (v) such corporate authorization documents 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 each consenting Lenderthe applicable Lenders, the fees agreed 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 them by the Borrower Effective Date and (iii) all costs and expenses of the Administrative Agent incurred in connection with this Seventh Amendment and (ii) to including, without limitation, the Administrative Agent (or its affiliates) all reasonable legal fees and expenses, including reasonable fees and expenses disbursements of counsel to the Administrative AgentAgent 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, required to be paid or reimbursed without limitation, the Departing Lender), all breakfunding costs (in accordance with Section 2.13 of the Credit Agreement) incurred by each Lender (including, without limitation, the Borrower Departing Lender) in connection with the preparation, execution and delivery operation of this Amendment (and, in the case of any such expenses, for which invoices in reasonable detail shall have been presented to the Borrower prior to the First Amendment Effective Date); and (e) receipt by the Administrative Agent of such documents, certificates and 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 Amendment and the transactions contemplated hereby and any other legal matters relating to the Obligors, this Amendment, the other Loan Documents and the transactions contemplated hereby, all in form and substance reasonably satisfactory to the Administrative AgentSection 2 above.

Effectiveness of Amendment. This Notwithstanding any other provision of this Amendment shall become effective upon satisfaction and without affecting in any manner the rights of the following conditions precedent (such dateLenders hereunder, the “First Amendment Effective Date”):it is understood and agreed that: (a) receipt the amendment being made by Sections 4 and 7 of this Amendment 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 of executed signature pages to this Amendment from shall have received (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 Administrative Agent of a certificate of each Obligor that is a party hereto, dated the First Amendment Effective Date and executed by its secretary reimbursement or assistant secretary, which shall certify the resolutions payment of its board of directors, members or other body authorizing the execution, delivery and performance of the transactions contemplated by this Amendment; (c) 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 Administrative Agent, each in form and substance satisfactory to the Administrative Agent; (d) receipt by (i) the Lead Arranger and the Administrative Agent, for the account of each consenting Lender, the 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 costs and expenses of counsel to the Administrative Agent, required to be paid or reimbursed by the Borrower 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 counterparts of this Amendment from the Borrower, the Guarantors and the Required Lenders; (b) the amendments being made by this Amendment (andother 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 of the 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 the form of the Second Amended and Restated Agreement of Limited Partnership of Buckeye GP Holdings L.P. attached as Annex A to such Merger Agreement and (iv) the Administrative Agent shall have received (x) 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 (y) executed counterparts of this Amendment from the Borrower, the Guarantors and the Required Lenders; provided, however, that in the case of clauses (ii) and (iii) above, it is understood and agreed that any such expenses, for which invoices in reasonable detail shall have been presented 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 amended by Section 5 of this Amendment) shall not be prohibited and shall not be deemed to constitute a failure by Borrower prior to satisfy the First Amendment Effective Date)conditions set forth in such clauses; and (ec) receipt 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 no Default or Event of Default that may exist or have occurred and be continuing pursuant to the terms of the Credit Agreement as of the Sixth Amendment Effective Date shall be deemed to have been cured or waived by any amendment or consent provided by the Administrative Agent of such documents, certificates and 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 terms of this Amendment and or otherwise, except as any such Default or Event of Default shall have been hereafter expressly waived in writing in accordance with the transactions contemplated hereby and any other legal matters relating to requirements of the Obligors, this Amendment, the other Loan Documents and the transactions contemplated hereby, all in form and substance reasonably satisfactory to the Administrative AgentCredit Agreement.

Effectiveness of Amendment. This Eighth Amendment shall become effective upon satisfaction of on the following conditions precedent date (such date, the “First Amendment Effective Date”):) on which: (a) receipt by the Administrative Agent each of executed signature pages to this Amendment from (i) the Borrower, the Holding Company Administrative Agent, the Swing Line Lender, the Issuing Lender, and each Guarantor that is party the Lenders have duly executed and delivered to the Credit Agreement and (ii) the Required Refinancing LendersAdministrative Agent, with a counterpart for each Lender, this Eighth Amendment; (b) receipt by each of the parties to the ABL Intercreditor Agreement have duly executed and delivered the ABL Intercreditor Agreement and the Administrative Agent of a certificate of each Obligor that is a party heretoshall have received final executed copies thereof, dated the First Amendment Effective Date and executed by its secretary or assistant secretary, which shall certify the resolutions of its board of directors, members or other body authorizing the execution, delivery and performance effective as of the transactions contemplated by this AmendmentEffective Date; (c) receipt by each of the parties to the Term Loan Intercreditor Agreement 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 the 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 the Administrative Agent, with appropriate insertions and attachments (including, without limitation, incumbency information, signature specimens and Governing Documents for each such guarantor), satisfactory in form and substance to the Administrative Agent, executed by the Secretary of the Borrower; (f) the Administrative Agent has received certificates dated as of a recent date from the Secretary of State or other appropriate authority, evidencing the good standing of each guarantor under the Pari Passu Guaranty in the jurisdiction of its organization; (g) the Administrative Agent shall have received the executed legal opinion opinions of (i) ▇▇▇▇▇▇ & Husch ▇▇▇▇▇▇▇▇, P.A.▇ LLP, counsel for to the Obligors Borrower, in form and (ii) such other counsel of the Obligors reasonably satisfactory substance acceptable to the Administrative Agent, each in form and substance satisfactory with respect to the Pari Passu Guaranty; (h) the Borrower shall have paid all of the Lead Arranger’s, the Administrative Agent;’s and the Secured Parties’ 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 Eighth Amendment and all due diligence in respect hereof; and (d) receipt by (i) the Lead Arranger and the Administrative Agent, for the account of each consenting Lender, the fees agreed to be paid to them by the Borrower in connection with this Amendment and (ii) shall have delivered to the Administrative Agent (or its affiliates) all reasonable fees such opinions of counsel, authorization 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 shall have been presented to the Borrower prior to the First Amendment Effective Date); and (e) receipt by the Administrative Agent of such organizational documents, certificates of good standing, and all other instruments documents, reports and information, in each case 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 Amendment and the transactions contemplated hereby and any other legal matters relating to the Obligors, this Amendment, the other Loan Documents and the transactions contemplated hereby, all in form and substance reasonably satisfactory to the Administrative AgentLenders shall request.

Effectiveness of Amendment. This Amendment shall become effective upon satisfaction as of the following conditions precedent date hereof on the first date (such date, the “First Amendment Effective Date”): ) on which the Administrative Agent shall have received (a) receipt by 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 payment to the Administrative Agent and Fleet Capital Corporation of executed signature pages to this Amendment from (i) the Borrower, amounts provided for in the Holding Company fee letter between the Borrowers and each Guarantor that is party to the Credit Agreement and (ii) the Required Refinancing Lenders; (b) receipt by the Administrative Agent of a certificate of each Obligor that is a party hereto, dated the First Amendment Effective Date and executed by its secretary or assistant secretaryFleet Capital Corporation, which fee shall certify the resolutions of its board of directorsbe fully earned when paid and not be subject to refund or rebate whatsoever, members or other body authorizing the execution, delivery and performance of the transactions contemplated by this Amendment; (c) receipt by the Administrative Agent each of the legal opinion of (i) ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇following, P.A., counsel for the Obligors and (ii) such other counsel of the Obligors reasonably satisfactory to the Administrative Agent, each in form and substance satisfactory to the Administrative Agent;: (d) receipt by (i) eight copies of this Amendment duly executed and delivered by the Lead Arranger Borrowers, the Required Lenders and the Administrative Agent, for the account of each consenting Lender, the fees agreed to be paid to them by the Borrower in connection with this Amendment and ; (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; (or its affiliatesiii) 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 reasonable fees of the representations and expenseswarranties made or deemed to be made under the Loan Agreement are true and correct as of the date hereof, including reasonable fees and (B) no Default or Event of Default has occurred and expenses 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 Administrative Agent, required to be paid or reimbursed by the Borrower Borrowers in connection with the preparation, execution form and delivery of this Amendment (and, in the case of any such expenses, for which invoices in reasonable detail shall have been presented substance satisfactory to the Borrower prior to the First Amendment Effective Date)Administrative Agent and its counsel; and (ev) receipt by the Administrative Agent of such documents, certificates other documents and other instruments as the Administrative Agent or its counsel may reasonably request relating to the organizationany Lender, existence and good standing of the Obligors, the authorization of this Amendment and the transactions contemplated hereby and any other legal matters relating to the Obligors, this Amendment, the other Loan Documents and the transactions contemplated hereby, all in form and substance reasonably satisfactory to acting through the Administrative Agent, may reasonably request.

Effectiveness of Amendment. This Amendment shall not become effective upon satisfaction until all of the following conditions precedent (such date, the “First Amendment Effective Date”):shall have been satisfied: (a) receipt by the Administrative Agent of executed signature pages to this Amendment from (i) the Borrower, absence of any default or Event of Default under any of the Holding Company and each Guarantor that is party to Leases or the Credit Agreement and Schedules; (ii) the Required Refinancing Lendersrepresentations and warranties of the Lessees in Section 3 hereof shall be true and correct in all material respects at such time; (biii) receipt by concurrently with the Administrative Agent effectiveness of a certificate this Amendment, the effectiveness of each Obligor that is a party hereto, dated the First Amendment Effective Date and executed by its secretary or assistant secretary, which shall certify the resolutions of its board of directors, members or other body authorizing the execution, delivery and performance all provisions of the transactions contemplated by this AmendmentSenior Credit Agreement Amendment in the form set forth as Exhibit C hereto; (civ) receipt by the Administrative Agent 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 legal opinion Second Lien Credit Agreement Amendment in the form set forth as Exhibit D hereto; (vi) 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; (vii) the absence of a Default or an Event of Default as provided and defined in the Second Lien Credit Agreement; (viii) before giving effect to the FDN Merger Transaction, there shall have been no (i) ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇Material Adverse Effect since December 31, P.A.2002, counsel for the Obligors and or (ii) such other counsel of Material Adverse Change (as “Material Adverse Effect” and “Material Adverse Change” are defined in the Obligors reasonably satisfactory to the Administrative Agent, each in form and substance satisfactory to the Administrative Agent; (d) receipt by (i) the Lead Arranger Senior Credit Agreement and the Administrative Agent, for the account of each consenting Lender, the 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 (andSecond Lien Credit Amendment, in each case as in effect on the case of any such expenses, for which invoices in reasonable detail shall have been presented to the Borrower prior to the First Amendment Effective Datedate hereof); and (eix) receipt all of the written information provided by or on behalf of the Administrative Agent of such documents, certificates and other instruments as Parent or the Administrative Agent or its counsel may reasonably request relating Lessees to the organizationLessors prior to the Effective Date, existence including all written information regarding FDN and good standing the FDN Merger Transaction, shall be true, correct and complete in all material respects as of the Obligorsdate specified therein, and no additional information shall have come to the authorization attention of this Amendment the Parent or the Lessees that could reasonably be expected to have a Material Adverse Effect or result in a Material Adverse Change (as “Material Adverse Effect” and “Material Adverse Change” are defined in the Senior Credit Agreement and the transactions contemplated hereby and any other legal matters relating to the Obligors, this Second Lien Credit Amendment, in each case as in effect on the other Loan Documents and the transactions contemplated hereby, all in form and substance reasonably satisfactory to the Administrative Agentdate hereof).

Effectiveness of Amendment. This The amendments in this Amendment and the forbearance set forth in Section 4 hereof shall become effective (the “Effective Date”), upon satisfaction compliance by Borrower with the following: 5.1. Borrower shall have delivered to Agent this 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 following conditions precedent 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 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 dateLender’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 (as defined in the Security Agreement) shall have executed and delivered to the 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 “First Amendment Effective DateForbearance Documents”): (a) receipt by ), together with such incumbency certificates and/or other certificates of an Authorized Officer of each Credit Party as the Administrative Agent may require evidencing the identity, authority and capacity of executed signature pages each Authorized Officer thereof to act as an Authorized Officer thereof in connection with this Amendment from (i) and the Borrower, the Holding Company and each Guarantor that other Forbearance Documents to which such Credit Party is party a party. 5.7. Borrower shall pay to the Credit Agreement and (ii) Agent, for the Required Refinancing Lenders; (b) receipt by the Administrative Agent of a certificate of each Obligor that is a party hereto, dated the First Amendment Effective Date and executed by its secretary or assistant secretary, which shall certify the resolutions of its board of directors, members or other body authorizing the execution, delivery and performance account of the transactions contemplated by Lenders that executes and delivers this Amendment; Amendment (c) receipt by each a “Forbearance Signatory Lender”), a work fee in the Administrative Agent aggregate amount of $263,875 (the “Work Fee”), with the Work Fee being payable to each Forbearance Signatory Lender based on its respective pro rata share of the legal opinion aggregate Commitments of (i) all of the Forbearance Signatory Lenders. 5.8. Borrower shall pay to the Agent an arrangement fee as separately agreed between the Borrower and the Agent. 5.9. Borrower shall pay to the Agent retainers payable to ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇, P.A.Whitney LLC and Huron Consulting LLC, counsel for the Obligors and (ii) such other counsel of the Obligors reasonably satisfactory financial advisor, respectively, to the Administrative Agent, each in the amounts of $25,000 and $100,000, respectively. 5.10. The Credit Parties shall have entered into a perfection agency agreement with the Agent and its designee in form and substance satisfactory to the Administrative Agent; (d) receipt by (i) the Lead Arranger and the Administrative Agent, for the account of each consenting Lender, the fees agreed to be paid to them by the Borrower in connection with this Amendment and (ii) tendered to the Administrative Agent (or its affiliates) Agent’s designee vehicle titles and other requested information regarding all reasonable fees and expenses, including reasonable fees and expenses vehicles that are not otherwise subject to a perfected lien in favor 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 (anda third party, in each case, as needed to note the case of any Agent’s security interest on such expenses, for which invoices in reasonable detail shall have been presented to the Borrower prior to the First Amendment Effective Date); and (e) receipt by the Administrative Agent of such documents, certificates and 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 Amendment and the transactions contemplated hereby and any other legal matters relating to the Obligors, this Amendment, the other Loan Documents and the transactions contemplated hereby, all in form and substance reasonably satisfactory to the Administrative Agentvehicles.

Effectiveness of Amendment. This 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 (the date on which such conditions shall have been satisfied, the “Effectiveness Date”) upon satisfaction the occurrence of the following conditions precedent (such date, the “First Amendment Effective Date”):conditions: (ai) receipt The Helio Acquisition shall have been consummated not later than October 31, 2008; (ii) The Borrower shall have, simultaneously with the consummation of the Helio Acquisition, effected a prepayment of the Loans as contemplated by Section 2.11(g) of the Credit Agreement (as inserted by this Amendment) in an amount of not less than $50,000,000, and the Administrative Agent shall have received such payment; (iii) SK shall have become a Lender under the Subordinated Revolving Facility with a new commitment (not a commitment assigned from another Lender) of not less than $35,000,000, and shall have executed signature pages and delivered the Subordination Agreement (or a joinder thereto); (iv) Virgin shall have increased its commitment under the Subordinated Revolving Facility to this Amendment from $100,000,000; (iv) 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 amount not less than the sum of (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 not more than $10 million in the form of the Helio Bridge Loan), 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 Holding Company 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 each Guarantor that is party 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 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 for filing, registration or recordation, required by law or reasonably requested by the Required Refinancing 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 the Required Lenders; (bxvi) receipt by the The Administrative Agent of a certificate of each Obligor that is a party hereto, dated the First Amendment Effective Date and executed by its secretary or assistant secretary, which shall certify the resolutions of its board of directors, members or other body authorizing the execution, delivery and performance of the transactions contemplated by this Amendment; (c) receipt by the Administrative Agent of have received the legal opinion of (i) ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇, P.A.▇ LLP, counsel for to the Obligors Borrower and its Subsidiaries (ii) such other counsel including Helio as of the Obligors date of the consummation of the Helio Acquisition), in a form reasonably satisfactory to the Required Lenders; (xvii) The Administrative AgentAgent shall have received reliance letters with respect to opinions of counsel to SK and Helio regarding the Helio Acquisition (if any), each in a form and substance reasonably satisfactory to the Administrative AgentRequired Lenders; (dxviii) receipt by The Administrative Agent shall have received a copy of the Limited Liability Company Agreement of Helio; (ixix) the Lead Arranger and the The Administrative Agent, for the account Agents shall have received (a) a certificate of each consenting Lenderof the Borrower and Helio, dated the fees agreed Effectiveness Date, substantially in the form of Exhibit F to be paid to them 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 in connection with this Amendment and Helio and resolutions of the partners and/or members of each of the Borrower and Helio and (iib) to the Administrative Agent (or its affiliates) all reasonable fees and expenses, including reasonable fees and expenses a long form good standing certificate for each of counsel to the Administrative Agent, required to be paid or reimbursed by the Borrower in connection with the preparation, execution and delivery Helio from its jurisdiction of this Amendment (and, in the case of any such expenses, for which invoices in reasonable detail shall have been presented to the Borrower prior to the First Amendment Effective Date)organization; and (exx) receipt by the Administrative Agent and the Borrower shall have received counterparts of such documentsthis Amendment duly executed by the Borrower, certificates and other instruments as the Administrative Agent or its counsel may reasonably request relating to and the organizationRequired Lenders by no later than June 27, existence and good standing of the Obligors, the authorization of 2008; it being understood that this Amendment and the transactions contemplated hereby consents set forth herein shall terminate and any other legal matters relating to the Obligorsbe of no force and effect if by June 27, this Amendment2008, the other Loan Documents Administrative Agent and the transactions contemplated herebyBorrower shall not have received counterparts of this Amendment duly executed by the Borrower, all in form and substance reasonably satisfactory to the Administrative AgentAgent and the Required Lenders.

Effectiveness of Amendment. This Amendment shall become effective upon satisfaction of on the following conditions precedent first date (such date, the “First "Amendment Effective Date”): (a") receipt by on which the Administrative Agent of executed signature pages to this Amendment from (i) the Borrower, the Holding Company and has received each Guarantor that is party to the Credit Agreement and (ii) the Required Refinancing Lenders; (b) receipt by the Administrative Agent of a certificate of each Obligor that is a party hereto, dated the First Amendment Effective Date and executed by its secretary or assistant secretary, which shall certify the resolutions of its board of directors, members or other body authorizing the execution, delivery and performance of the transactions contemplated by this Amendment; (c) 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 Administrative Agentfollowing, each in form and substance satisfactory to the Administrative AgentAgent and the Required Lenders: (a) seven copies of this Amendment duly executed and delivered by the Borrower and each Lender; (b) the Subsidiary Guaranty duly executed and delivered by the Subsidiary Guarantor; (c) a Subsidiary Security Agreement (the "Subsidiary Security Agreement") duly executed and delivered by the Subsidiary Guarantor; (d) receipt an amendment to the Pledge Agreement duly executed and delivered by the Borrower, together with any and all deliveries contemplated thereby; (e) results of UCC, tax, and judgment lien searches in respect of the Subsidiary Guarantor and evidence, satisfactory to the 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 the Subsidiary Guarantor in appropriate form for filing in each jurisdiction in which such a filing is required to perfect the security interests purported to be created by the Subsidiary Security Agreement; (g) any landlord or mortgagee Lien subordination or waiver agreements as the Agent may request, duly executed and delivered by 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 Lead Arranger and obligations of the Administrative AgentBorrower pursuant to Section 2.5 of the Stock Purchase Agreement, for the account of each consenting Lender, the fees agreed to be paid to them duly executed by the Borrower and The Sellers' Representative (as defined in connection with this Amendment and the Stock Purchase Agreement); (iij) an opinion of counsel for the Borrower as 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 preparationdue 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; (andk) 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 Officer 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 the case Loan Agreement are true and correct in all material respects and that no Default or Event of any such expenses, for which invoices in reasonable detail shall have been presented to the Borrower prior to the First Amendment Effective Date)Default exists; and (em) receipt by the Administrative Agent of such documentsother agreements, certificates certificates, instruments and other instruments documents as any Lender through the Administrative Agent or its counsel may reasonably request relating to the organization, existence and good standing of the Obligors, the authorization of this Amendment and the transactions contemplated hereby and any other legal matters relating to the Obligors, this Amendment, the other Loan Documents and in connection with the transactions contemplated hereby, all in form and substance reasonably satisfactory to the Administrative Agent.

Effectiveness of Amendment. This Eighth Amendment shall become effective upon satisfaction of on the following conditions precedent date (such date, the “First Amendment Effective Date”): ) on which (a) receipt by the Administrative Agent of executed signature pages to this Amendment from (i) the Borrowershall have received, the Holding Company and each Guarantor that is party to the Credit Agreement and (ii) the Required Refinancing Lenders; (b) receipt by the Administrative Agent of a certificate of each Obligor that is a party hereto, dated the First Amendment Effective Date and executed by its secretary or assistant secretary, which shall certify the resolutions of its board of directors, members or other body authorizing the execution, delivery and performance of the transactions contemplated by this Amendment; (c) 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 Administrative Agent, each all in form and substance satisfactory to the Administrative Agent: (i) this Eighth Amendment duly executed by each of the Borrower, the Lenders (including, without limitation, the New Lender) and the Administrative Agent; (dii) receipt a Note duly executed by the Borrower, for each Lender which shall have requested a Note prior to the date hereof; (iii) 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 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 not 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 Lead Arranger 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 each consenting Lender, the 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, New Lender as are required to be paid on 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 shall have been presented to the Borrower prior to the First Amendment Effective Date); and (e) receipt by 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 such documents, certificates and other instruments Macquarie Bank Limited as the Administrative Agent are required to be paid on or its counsel may reasonably request relating prior to the organization, existence and good standing of the Obligors, the authorization of this Amendment and the transactions contemplated hereby and any other legal matters relating date hereof pursuant to the ObligorsMacquarie Fee Letter dated July 16, this Amendment, 2021 between the other Loan Documents Borrower and the transactions contemplated hereby, all in form and substance reasonably satisfactory to the Administrative Agent.

Effectiveness of Amendment. This Amendment shall become effective upon satisfaction as of the first date (the "Amendment Effective Date") on which the Lenders shall have received each of the following conditions precedent documents (such date, except that on the “First Amendment Effective Date”):, the effectiveness of Section 2 of this Amendment shall be retroactive to March 27, 1998: (a) receipt by the Administrative Agent four copies of executed signature pages to this Amendment from (i) duly executed and delivered by the Borrower, each Lender and the Holding Company and each Guarantor that is party to the Credit Agreement and (ii) the Required Refinancing LendersAgent; (b) receipt by the Administrative Agent of a certificate of each Obligor that is a party heretoAmended and Restated Revolving Credit Notes in the form attached hereto as ANNEX A, dated the First Amendment Effective Date and duly executed and delivered by its secretary the Borrower in favor of each Lender; (c) a certificate of the Secretary of the Borrower having attached thereto the articles or assistant secretarycertificate 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 Lenders pursuant to the Loan Agreement), which shall certify all corporate action, taken by the resolutions of its board of directors, members or other body authorizing Borrower to authorize the execution, delivery and performance of the transactions contemplated by this Amendment; (c) receipt by , and to the Administrative Agent further effect that the incumbency certificate delivered in connection with the occurrence of the legal opinion of (i) ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇Effective Date remains in effect, P.A., counsel for the Obligors and (ii) such other counsel of the Obligors reasonably satisfactory to the Administrative Agent, each in form and substance satisfactory to the Administrative Agentunchanged; (d) receipt 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 Lead Arranger waiver set forth in Section 2 of this Amendment, all of the representations and the Administrative Agent, for the account of each consenting Lender, the fees agreed warranties made or deemed to be paid to them by made under the Borrower in connection with this Amendment Loan Agreement are true and correct as of the date hereof, and (ii) after giving effect to the Administrative waiver set forth in Section 2 of this Amendment, no Default or Event of Default exists, and the Agent (or its affiliates) all reasonable fees and expenses, including reasonable fees and expenses of counsel shall be satisfied as to the Administrative Agent, required to be paid or reimbursed by truth and accuracy thereof; (e) the Borrower in connection with the preparation, execution and delivery Confirmation of this Amendment (and, Guarantors in the case form attached hereto as ANNEX B duly executed and delivered by each Guarantor; (f) the payment of any such expenses, for which invoices an amendment fee in reasonable detail shall have been presented to the Borrower prior to the First Amendment Effective Date)amount of $250,000; and (eg) receipt by the Administrative Agent of such documents, certificates other documents and other instruments as the Administrative Agent or its counsel any Lender may reasonably request relating to the organization, existence and good standing of the Obligors, the authorization of this Amendment and the transactions contemplated hereby and any other legal matters relating to the Obligors, this Amendment, the other Loan Documents and the transactions contemplated hereby, all in form and substance reasonably satisfactory to the Administrative Agentrequest.

Effectiveness of Amendment. This Amendment shall become effective upon satisfaction as of the following conditions precedent date hereof on the first date (such date, the “First "Amendment Effective Date”): (a") receipt by on which the Administrative Agent has received an amendment fee, for the Ratable benefit of executed signature pages to this Amendment from (i) the BorrowerLenders, in the Holding Company amount of $50,000 and each Guarantor that is party to the Credit Agreement and (ii) the Required Refinancing Lenders; (b) receipt by the Administrative Agent of a certificate of each Obligor that is a party hereto, dated the First Amendment Effective Date and executed by its secretary or assistant secretary, which shall certify the resolutions of its board of directors, members or other body authorizing the execution, delivery and performance of the transactions contemplated by this Amendment; (c) 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 Administrative Agentfollowing, each in form and substance satisfactory to the Administrative AgentAgent (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) receipt by (i) the Lead Arranger and the Administrative Agent, for the account of each consenting Lender, the fees agreed to be paid to them by the Borrower in connection with this Amendment and (ii) to 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; (or its affiliatese) all reasonable fees and expenses, including reasonable fees and expenses an opinion of counsel for the Borrowers as to the Administrative Agent, required to be paid or reimbursed by the Borrower in connection with the preparationdue authorization, execution and delivery of this Amendment (andand the other Loan Documents contemplated hereby to be delivered in connection with the effectiveness hereof by any Loan Party, in the case of any such expenses, for which invoices in reasonable detail shall have been presented as to the Borrower prior enforceability of this Amendment, the Loan Agreement as amended hereby and such other Loan Documents, and such other matters as any Lender through the Administrative Agent may reasonably request; (f) certificates as to the First good standing of each of Southern Wood and Lodging in its jurisdiction of incorporation and in each other jurisdiction in which it is qualified to transact business as a foreign corporation; (g) a certificate of the Secretary of each Borrower as to and having attached thereto the articles or certificate of incorporation and bylaws of such Borrower as in effect on the Amendment Effective Date)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 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 this Amendment, and an incumbency certificate for and specimen signatures of the officers 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) a Stock Pledge Agreement in form and substance satisfactory to the Administrative Agent executed by Loewenstein in favor 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 (ej) receipt by such other agreements, certificates, instruments and other documents as any Lender through the Administrative Agent of such documents, certificates and 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 Amendment and the transactions contemplated hereby and any other legal matters relating to the Obligors, this Amendment, the other Loan Documents and in connection with the transactions contemplated hereby, all in form and substance reasonably satisfactory to the Administrative Agent.

Effectiveness of Amendment. This Amendment shall become effective (the date on which such conditions shall have been satisfied, the “Effectiveness Date”) upon satisfaction the occurrence of the following conditions precedent (such date, the “First Amendment Effective Date”):conditions: (ai) receipt the IPO shall have been completed by February 14, 2008 (it is to be noted that the reorganization transactions contemplated in the S-1, completion of the IPO and the effectiveness of this Amendment will be deemed to be simultaneous events); (ii) the Administrative Agent shall have received, on behalf of the Lenders, a prepayment of principal in the amount of $150,000,000 in connection with the IPO; (iii) 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 negotiation, preparation, execution and delivery of this Amendment and all other documents and instruments delivered in connection herewith; (iv) the Administrative Agent shall have received a copy of a fully executed Holdings Agreement, executed and delivered by Holdings, in form and substance reasonably satisfactory to the Administrative Agent; (v) the Administrative Agent shall have received any Uniform Commercial Code financing statement, in proper form for filing, registration or recordation, required by the Holdings Agreement or under law or reasonably requested by the Administrative Agent to be filed, registered or recorded to perfect the security interest the Capital Stock of executed signature pages to this Amendment from (i) the Borrower, the Holding Company and each Guarantor that is party Borrower being pledged to the Credit Agreement and (ii) Collateral Agent under the Required Refinancing LendersHoldings Agreement; (bvi) receipt the Administrative Agent shall have received any Uniform Commercial Code financing statement amendment and any amendments to the Security Documents, in proper form for filing, registration or recordation, required by law or reasonably requested by the Administrative Agent of a certificate of each Obligor that is a party heretoto be filed, dated registered or recorded to change the First Amendment Effective Date and executed by its secretary or assistant secretary, which shall certify the resolutions of its board of directors, members or other body authorizing the execution, delivery and performance name of the transactions contemplated by this AmendmentBorrower from Virgin Mobile USA, LLC to Virgin Mobile USA, L.P.; (cvii) receipt by the Administrative Agent shall have received the results of a recent lien search in each of the jurisdictions where assets of each of the Borrower and Holdings are located, and such search shall reveal no liens on any of the assets of each of the Borrower and Holdings except for liens permitted by Section 7.3 of the Credit Agreement or discharged on or prior to the Effectiveness Date pursuant to documentation reasonably satisfactory to the Administrative Agent; (viii) the Administrative Agent shall have received the legal opinion of (i) ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇, P.A.▇ LLP, counsel for the Obligors and (ii) such other counsel of the Obligors reasonably satisfactory to the Administrative AgentBorrower and its Subsidiaries, each in a form and substance reasonably satisfactory to the Administrative Agent; (d) receipt by (iix) the Lead Arranger Administrative Agent shall have received (a) copies of the Tax Receivable Agreements, which shall not have changed in any material and adverse manner to the Lenders from the drafts of such agreements sent to the Administrative Agent on the date hereof, unless consented to by the Administrative Agent, for the account of each consenting Lender, the fees agreed to be paid to them by the Borrower in connection with this Amendment and (iib) a copy of the Limited Partnership Agreement of the Borrower, which shall not have changed in any material and adverse manner to the Lenders from the draft of such agreement sent to the Administrative Agent (or its affiliates) all reasonable fees and expenseson the date hereof, including reasonable fees and expenses of counsel unless consented to by the Administrative Agent; (x) the Administrative Agent shall have received (a) a certificate of each of the Borrower and Holdings, required dated the Effectiveness Date, substantially in the form of Exhibit F to be paid or reimbursed the Credit Agreement, with appropriate insertions and attachments, including the certificate of formation of each of the Borrower and Holdings certified by the relevant authority of the jurisdiction of organization of each of the Borrower and Holdings and resolutions of the partners of each of the Borrower and Holdings and (b) a long form good standing certificate for each of the Borrower and Holdings from its jurisdiction of organization; (xi) the Consent Fee shall have been paid in connection accordance with Section 14 hereto; (xii) the preparation, execution Administrative Agent and delivery the Borrower shall have received counterparts of this Amendment (andduly executed by the Borrower, in the case Administrative Agent and the Required Lenders by no later than September 21, 2007; it being understood that this Amendment and the consents set forth herein shall terminate and be of any such expensesno force and effect if by September 21, for which invoices in reasonable detail shall have been presented to 2007, the Administrative Agent and the Borrower prior to shall not have received counterparts of this Amendment duly executed by the First Amendment Effective Date)Borrower, the Administrative Agent and the Required Lenders; and (exiii) receipt by the Administrative Agent of such documents, certificates and 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 Borrower shall have received counterparts of this Amendment and the transactions contemplated hereby and any other legal matters relating to the Obligorsduly executed by Virgin Mobile USA, this Amendment, the other Loan Documents and the transactions contemplated hereby, all in form and substance reasonably satisfactory to the Administrative Agent.Inc.

Effectiveness of Amendment. This Amendment shall Amendment, including the Amended and Restated Credit Agreement, will become effective upon satisfaction on the first date (the “Restatement Effective Date”) on which each of the following conditions precedent (such date, the “First Amendment Effective Date”):shall be satisfied: (a) receipt by the Administrative Agent of executed signature pages to this Amendment (or its counsel) shall have received from (i) the each Borrower, the Holding Company and each Guarantor that is party to the Credit Agreement and (ii) each Tranche D Term Lender and (iii) each Required Lender (as defined under the Required Refinancing LendersExisting Credit Agreement), either (A) counterparts of this Amendment signed on behalf of such parties or (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) receipt by each Credit Party (other than the 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 of a certificate of each Obligor that reaffirmation agreement ratifying all the Security Documents to which it is a party heretoparty, dated each in form and substance reasonably satisfactory to the First Amendment Effective Date and executed by its secretary or assistant secretary, which shall certify the resolutions of its board of directors, members or other body authorizing the execution, delivery and performance of the transactions contemplated by this AmendmentAdministrative Agent; (c) receipt the representations and warranties set forth in Section 4 above shall be true and correct on and as of the 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, (ii) that the requirements set forth in this Section 5 have been satisfied as of the Restatement Effective Date and (iii) the conditions precedent in clause (d) and (e) below have been satisfied as of the Restatement Effective Date; (d) on the Restatement Effective Date, there shall be no actions, suits, proceedings or investigations pending or threatened (i) with respect to this Amendment or the 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) 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 legal opinion Transactions or the making of the Tranche D Term Loans; (f) the Administrative Agent shall have received opinions, addressed to the Administrative Agent, the Collateral Agent and each of the Lenders and dated the Restatement Effective Date, in each case in form and substance reasonably satisfactory to 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) ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, P.A., special Canada counsel for the Obligors and (ii) such other counsel of the Obligors reasonably satisfactory to the Administrative AgentCredit Parties, each in form and substance satisfactory to the Administrative Agent; (dvi) receipt by (i) the Lead Arranger and the Administrative Agent▇▇▇▇▇▇▇▇ Chance Luxembourg, for the account of each consenting Lender, the 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 special Luxembourg counsel to the Administrative Agent, required (vii) ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ LLP, special Canada counsel to be paid or reimbursed 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; (i) the Administrative Agent shall have received from each Credit Party (other than the Foreign Credit Parties organized under the Laws of (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 the Borrower in connection with the preparation, execution and delivery an Authorized Officer of this Amendment such Credit Party (andor, in the case of any Foreign Credit Party, an authorized signatory thereof as permitted under applicable law and the relevant charter documents of such expensesForeign Credit Party), for which invoices in reasonable detail shall have been presented and attested to the Borrower prior to the First Amendment Effective Date); and (e) receipt by the Administrative Agent secretary or any assistant secretary of such documentsCredit Party (or, certificates in the case of any Foreign Credit Party, another authorized signatory thereof as permitted under applicable law and other instruments as the Administrative Agent or its counsel may reasonably request relating to relevant charter documents of such Foreign Credit Party), in substantially the organization, existence and good standing form of Exhibit C of the ObligorsExisting Credit Agreement with the appropriate insertions, together with copies of the authorization certificate or articles of this Amendment incorporation, certificate of formation, operating agreements and by-laws (or equivalent organizational documents) of such Credit Party (the “Organizational Documents”) and the transactions contemplated hereby resolutions of such Credit Party referred to in such certificate and any other legal matters relating to each of the Obligors, this Amendment, the other Loan Documents and the transactions contemplated hereby, all 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 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 proper Company or governmental authorities; (h) the Administrative Agent shall have received a completed Perfection Certificate, dated the Restatement Effective Date and signed by an Authorized Officer of 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 copies of the financing statements (or similar documents) disclosed by such search and evidence reasonably satisfactory to the Administrative Agent that the Liens indicated by such financing statements (or similar documents) are permitted under Section 7.03 of the Amended and Restated Credit Agreement or have been, 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 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 the 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 each case, the amount of prepayment with respect to each Tranche), and arrangements reasonably satisfactory to the Administrative Agent shall be in place 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) hereof to be satisfied as of the Restatement 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 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 in any event within the period specified on Schedule 5.24 of the Amended and Restated Credit Agreement or such later date as the Administrative Agent may agree to in its reasonable discretion.

Effectiveness of Amendment. (a) This Amendment shall become effective upon the satisfaction of the following conditions precedent (such dateconditions, the “First Amendment Effective Date”):each in form and substance satisfactory to IFC: ​ (a) receipt by the Administrative Agent of executed signature pages to this Amendment from (i) the Borrower, execution and delivery hereof by each of the Holding Company Borrower and each Guarantor that is party to the Credit Agreement and IFC; (ii) acceptance of all the Required Refinancing Lenders;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 the IFC Financing Documents and the agreements entered into between IFC and the Participants); ​ (biii) receipt payment by the Administrative Agent Borrower to IFC of: ​ (A) the installment of principal of the B Loan payable on the Interest Payment Date falling on December 15, 2021, together with related accrued interest; ​ (B) the 2021 Upfront Fee; ​ (C) the fee payable pursuant to the 2021 Fee Letter; ​ (D) any past arrears of the Loan and any fees and 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 the Participants’ costs and expenses incurred in relation to this Amendment and the changes to the repayment schedule contemplated hereby, as notified to the Borrower by IFC (including, for the avoidance of doubt, any applicable unwinding costs incurred by IFC and the Participants as a certificate result of each Obligor that is determining or implementing LIBOR for the Rolled-Over Interest Periods); and ​ (iv) IFC’s receipt, in form and substance satisfactory to it, of (A) a party heretolegal opinion addressed to IFC from counsel to the Borrower in the Country, dated covering the First Amendment Effective Date and executed by its secretary or assistant secretary, which shall certify the resolutions of its board of directors, members or other body authorizing the execution, delivery and performance of Argentine law matters relating to the transactions contemplated by this Amendment; Amendment as IFC may reasonably request, and (cB) receipt by the Administrative Agent of the a legal opinion of (i) addressed to IFC from Becker, Glynn, ▇▇▇▇▇▇ ▇, Chassin & ▇▇▇▇▇▇▇▇▇ LLP, P.A.IFC’s special counsel in New York, counsel for covering the Obligors and (ii) such other counsel New York Law aspects of the Obligors transactions contemplated by this Amendment as IFC may reasonably satisfactory to the Administrative Agent, each in form and substance satisfactory to the Administrative Agent;request. (db) receipt by (i) the Lead Arranger and the Administrative Agent, for the account of each consenting Lender, the 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 IFC shall have been presented deliver a notice to the Borrower prior confirming satisfaction of the conditions under subsection (a) above. From and after the effectiveness thereof, the Existing Loan Agreement as hereby amended shall remain in full force and effect 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 First Amendment Effective Date); andExisting Loan Agreement as amended hereby. (ec) receipt by the Administrative Agent of such documents, certificates and Any other instruments as the Administrative Agent or its counsel may reasonably request relating provision hereof to the organizationcontrary notwithstanding, existence and good standing of the Obligors, the authorization of if this Amendment shall not have become effective by December 20, 2021, this Amendment shall be null and void and of no further effect, and the transactions contemplated hereby Existing Loan Agreement shall remain in full force and any other legal matters relating to the Obligorseffect, this Amendment, the other Loan Documents and the transactions contemplated unaffected hereby, all in form and substance reasonably satisfactory to the Administrative Agent.

Effectiveness of Amendment. This Amendment shall become effective upon satisfaction as of the following conditions precedent date hereof on the first date (such date, the “First "Amendment Effective Date”): (a") receipt by on which the Administrative Agent of executed signature pages to this Amendment from (i) the Borrower, the Holding Company and has received each Guarantor that is party to the Credit Agreement and (ii) the Required Refinancing Lenders; (b) receipt by the Administrative Agent of a certificate of each Obligor that is a party hereto, dated the First Amendment Effective Date and executed by its secretary or assistant secretary, which shall certify the resolutions of its board of directors, members or other body authorizing the execution, delivery and performance of the transactions contemplated by this Amendment; (c) 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 Administrative Agentfollowing, each in form and substance satisfactory to the Administrative AgentAgent (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 and Charter; (b) an allonge to each Note outstanding under the Loan Agreement, duly executed and delivered by Charter; (c) an amendment to the WinsLoew Pledge Agreement duly executed and delivered by WinsLoew as to the Charter shares acquired pursuant to the Charter Purchase Agreement, together with any and all deliveries contemplated thereby; (d) receipt by (i) the Lead Arranger results of UCC, tax, and the Administrative Agentjudgment lien searches in respect of Charter and evidence, for the account of each consenting Lender, the 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 satisfactory to the Administrative Agent, that any Liens reflected therein have been discharged or that the Administrative Agent is in possession of appropriate releases permitting it to effect such discharge; (e) Financing Statements signed by Charter in appropriate form for filing in each jurisdiction in which such a filing is required to be paid perfect the Security Interest; (f) any landlord or reimbursed mortgagee Lien subordination or waiver agreements as the Administrative Agent may request, duly executed and delivered by the Borrower in connection with respective landlords or mortgagees; (g) a copy of the preparationopinion letter of the Charter Sellers' counsel delivered pursuant to the provisions of the Charter 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; (h) 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 Charter or such Loan Document as any Lender through the Administrative Agent may reasonably request; (andi) 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 in 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 the case 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, have been satisfied as of the date of such expensescertificate, for which invoices in reasonable detail and that no Default or Event of Default exists; (k) the Administrative Agent shall have been presented received evidence satisfactory to it that the Borrower prior Trivest Investors have made an additional cash equity contribution to WinsLoew in an amount not less than $1,500,000 and that individual sellers under the First Amendment Effective Date)Charter Purchase Agreement have continued/invested not less than $1,850,000 in WinsLoew in the form of roll-over equity; and (el) receipt by such other agreements, certificates, instruments and other documents as any Lender through the Administrative Agent of such documents, certificates and other instruments as the Administrative Agent or its counsel may reasonably request relating to (including, without being limited to, a collateral assignment of WinsLoew's rights and indemnities under the organization, existence and good standing of the Obligors, the authorization of this Amendment and the transactions contemplated hereby and any other legal matters relating to the Obligors, this Amendment, the other Loan Documents and Charter Purchase Agreement) in connection with the transactions contemplated hereby, all in form and substance reasonably satisfactory to the Administrative Agent.

Effectiveness of Amendment. This Amendment shall not become effective upon satisfaction until all of the following conditions precedent (such date, the “First Amendment Effective Date”):shall have been satisfied: (a) receipt by the Administrative Agent of executed signature pages to this Amendment from (i) the Borrower, absence of any default or Event of Default under either of the Holding Company and each Guarantor that is party to the Credit Agreement and Leases; (ii) the Required Refinancing Lendersrepresentations and warranties of the Lessees in Section 3 hereof shall be true and correct in all material respects at such time; (biii) receipt concurrently with the effectiveness of this Amendment, the effectiveness of the Senior Credit Agreement in the form 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 Administrative Agent of a certificate of each Obligor that is a party hereto, dated Senior Credit Agreement as conditions to the First “Amendment Effective Date and executed by its secretary or assistant secretary, which shall certify the resolutions of its board of directors, members or other body authorizing the execution, delivery and performance of the transactions contemplated by this AmendmentDate” referred to therein; (civ) receipt 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 the Second Lien Credit Agreement in the form set forth as Exhibit C hereto, and the execution and delivery by each of the parties identified in the Second Lien Credit Agreement of each of the security, collateral or pledge documents required by the Administrative Agent Second Lien Credit Agreement as conditions to the “Amendment Effective Date” referred to therein; (vi) concurrently with the effectiveness of this Amendment, the legal opinion consummation of all transactions required pursuant to the Merger Agreement on the closing date thereunder, including the payment due in connection with the sale of preferred stock by the Parent on such closing date; (ivii) ▇the execution by each of ▇▇▇▇▇ Fargo Bank Minnesota, National Association and General Electric Capital Corporation of an Acknowledgment, Consent & ▇▇▇▇▇▇▇▇, P.A., counsel for the Obligors and (ii) such other counsel of the Obligors reasonably satisfactory to the Administrative Agent, each Waiver/Release Agreement in form and substance satisfactory to the Administrative Agent; (d) receipt by (i) the Lead Arranger and the Administrative Agent, for the account of each consenting Lender, the 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 shall have been presented to the Borrower prior to the First Amendment Effective Date)attached as Exhibit D hereto; and (eviii) receipt by the Administrative Agent absence of such documents, certificates a Default or an Event of Default as provided and other instruments as defined in the Administrative Agent or its counsel may reasonably request relating to the organization, existence and good standing of the Obligors, the authorization of this Amendment and the transactions contemplated hereby and any other legal matters relating to the Obligors, this Amendment, the other Loan Documents and the transactions contemplated hereby, all in form and substance reasonably satisfactory to the Administrative Agent.Second Lien Credit Agreement;