Common use of Incremental Amendment Clause in Contracts

Incremental Amendment. Each party hereto agrees as follows: (a) this Amendment constitutes a Joinder Agreement to the Existing Credit Agreement as referred to in Section 2.14 of the Existing Credit Agreement; (b) subject to the satisfaction of the conditions set forth in Section 4 below, each Amendment No. 1 Term Lender agrees, effective as of the Amendment No. 1 Effective Date (as defined below), to extend the Amendment No. 1 Term Loans set forth opposite such Amendment No. 1 Term Lender’s name in Schedule 1 attached hereto; (c) from and after the Amendment No. 1 Effective Date, (i) each Amendment No. 1 New Term Loan Lender shall be a “New Term Loan Lender” and a “Term Loan Lender” for all purposes under the Existing Credit Agreement and the other Credit Documents and perform all the obligations of, and have all the rights of, a Lender thereunder, (ii) the Amendment No. 1 New Term Loan Commitment of each Amendment No. 1 New Term Loan Lender shall be a “Term Loan Commitment” for all purposes under the Existing Credit Agreement and the other Credit Documents, (iii) the Amendment No. 1 New Term Loan Facility shall constitute part of the “Credit Facility” for all purposes under the Existing Credit Agreement and the other Credit Documents, and (iv) the Amendment No. 1 New Term Loans of each Amendment No. 1 New Term Lender shall each be a “New Term Loan” and “Term Loans” (and have the same terms (including with respect to Guarantees, Collateral, Applicable Margin, Initial Term Loan Maturity Date, and rights to prepayment and repayment) as the Term Loans outstanding prior to the Amendment No. 1 Effective Date) for all purposes under the Existing Credit Agreement and the other Credit Documents; (d) all of the parties hereto agree that the Amendment No. 1 New Term Loans will, upon funding, be an increase in the Term Loans outstanding prior to the Amendment No. 1 Effective Date (after giving effect to this Amendment), will constitute Term Loans for all purposes of the Existing Credit Agreement, will have the same terms as the existing Term Loans, will, together with the existing Term Loans, be treated as one Class of Term Loans, and will have an initial Interest Period ending on same day as the current Interest Period for the Term Loans outstanding prior to the Amendment No. 1 Effective Date. For U.S. federal income tax purposes, the parties hereto intend to treat (i) all Amendment No. 1 New Term Loans and existing Term Loan as one fungible tranche and (ii) unless otherwise required by applicable law, none of the Borrower, the Administrative Agent or any Lender shall take any tax position inconsistent with clause (i) above; (e) each of the parties hereto hereby agrees that the Administrative Agent may, in consultation with the Borrower, take any and all action as may be reasonably necessary to ensure that, upon the effectiveness of the making of the Amendment No. 1 New Term Loans on the Amendment No. 1 Effective Date, all such Amendment No. 1 New Term Loans are included in each Borrowing of outstanding Initial Term Loans on a pro rata basis; and (f) by executing and delivering this Amendment, each Amendment No. 1 New Term Loan Lender hereunder shall be deemed to: (i) confirm that it has received a copy of the Existing Credit Agreement and the other Credit Documents and the exhibits thereto, together with copies of the financial statements referred to therein and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Amendment; (ii) agree that it will, independently and without reliance upon the Administrative Agent, the Collateral Agent, any other Amendment No. 1 New Term Loan Lender or any other Lender or Agent and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Existing Credit Agreement; (iii) appoint and authorize the Administrative Agent and the Collateral Agent to take such action as agent on its behalf and to exercise such powers under the Existing Credit Agreement and the other Credit Documents as are delegated to the Administrative Agent or the Collateral Agent, as the case may be, by the terms thereof, together with such powers as are reasonably incidental thereto; and (iv) agree that it will perform in accordance with their terms all of the obligations which by the terms of the Existing Credit Agreement are required to be performed by it as an Amendment No. 1 New Term Loan Lender.

Incremental Amendment. Each party hereto agrees as follows: (a) this Amendment constitutes a Joinder Agreement to the Existing Credit Agreement as referred to in Section 2.14 of the Existing Credit Agreement; (b) subject to the satisfaction of the conditions set forth in Section 4 below, each Amendment No. 1 3 Term Lender agrees, effective as of the Amendment No. 1 3 Effective Date (as defined below), to extend the Amendment No. 1 3 Term Loans set forth opposite such Amendment No. 1 3 Term Lender’s name in Schedule 1 attached hereto; (c) from and after the Amendment No. 1 3 Effective Date, (i) each Amendment No. 1 3 New Term Loan Lender shall be a “New Term Loan Lender” and a “Term Loan Lender” for all purposes under the Existing Credit Agreement and the other Credit Documents and perform all the obligations of, and have all the rights of, a Lender thereunder, (ii) the Amendment No. 1 3 New Term Loan Commitment of each Amendment No. 1 3 New Term Loan Lender shall be a “Term Loan Commitment” for all purposes under the Existing Credit Agreement and the other Credit Documents, (iii) the Amendment No. 1 3 New Term Loan Facility shall constitute part of the “Credit Facility” for all purposes under the Existing Credit Agreement and the other Credit Documents, and (iv) the Amendment No. 1 3 New Term Loans of each Amendment No. 1 3 New Term Lender shall each be a “New Term Loan” and “Term Loans” (and have the same terms (including with respect to Guarantees, Collateral, Applicable Margin, Initial Term Loan Maturity Date, and rights to prepayment and repayment) as the Term Loans outstanding prior to the Amendment No. 1 3 Effective DateDate except as set forth in the Amended Credit Agreement) for all purposes under the Existing Credit Agreement and the other Credit Documents; (d) all of the parties hereto agree that the Amendment No. 1 3 New Term Loans will, upon funding, be an increase a separate Series of Term Loans and will be treated as a new Class of Term Loans, will have the same terms as the Initial Term Loans except as otherwise set forth in the Term Loans outstanding prior to the Amendment No. 1 Effective Date (after giving effect to this Amendment)Amended Credit Agreement, will constitute Term Loans for all purposes of the Existing Credit Agreement, will have the same terms as the existing Term Loans, will, together with the existing Term Loans, be treated as one Class of Term Loans, Agreement and will have an initial Interest Period ending on same day as the current Interest Period for the Term Loans outstanding prior to the Amendment No. 1 3 Effective Date. For U.S. federal income tax purposes, the parties hereto intend to treat (i) all Amendment No. 1 New Term Loans and existing Term Loan as one fungible tranche and (ii) unless otherwise required by applicable law, none of the Borrower, the Administrative Agent or any Lender shall take any tax position inconsistent with clause (i) above; (e) each of the parties hereto hereby agrees that the Administrative Agent may, in consultation with the Borrower, take any and all action as may be reasonably necessary to ensure that, upon the effectiveness of the making of the Amendment No. 1 New Term Loans on the Amendment No. 1 Effective Date, all such Amendment No. 1 New Term Loans are included in each Borrowing of outstanding Initial Term Loans on a pro rata basis; and (fe) by executing and delivering this Amendment, each Amendment No. 1 3 New Term Loan Lender hereunder shall be deemed to: (i) confirm that it has received a copy of the Existing Credit Agreement and the other Credit Documents and the exhibits thereto, together with copies of the financial statements referred to therein and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Amendment; (ii) agree that it will, independently and without reliance upon the Administrative Agent, the Collateral Agent, any other Amendment No. 1 3 New Term Loan Lender or any other Lender or Agent and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Existing Credit Agreement; (iii) appoint and authorize the Administrative Agent and the Collateral Agent to take such action as agent on its behalf and to exercise such powers under the Existing Credit Agreement and the other Credit Documents as are delegated to the Administrative Agent or the Collateral Agent, as the case may be, by the terms thereof, together with such powers as are reasonably incidental thereto; and (iv) agree that it will perform in accordance with their terms all of the obligations which by the terms of the Existing Credit Agreement are required to be performed by it as an Amendment No. 1 3 New Term Loan Lender.

Incremental Amendment. Each party hereto agrees as follows: (a) this Amendment constitutes a Joinder Agreement to the Existing Credit Agreement as referred to in Section 2.14 of the Existing Credit Agreement; (b) subject to the satisfaction of the conditions set forth in Section 4 below, each Amendment No. 1 Term 4 New Revolving Credit Lender agrees, effective as of the Amendment No. 1 4 Effective Date (as defined below)Date, to extend make available to the Borrower the Amendment No. 1 Term Loans 4 New Revolving Credit Commitments set forth opposite such Amendment No. 1 Term 4 New Revolving Credit Lender’s name in Schedule 1 attached hereto; (c) the Borrower, the Lenders party hereto (constituting all Revolving Credit Lenders on the Amendment No. 4 Effective Date) and the Administrative Agent agree that (i) the Revolving Credit Commitment of KKR Corporate Lending (CA) LLC may be reduced on a non-pro rata basis such that, on and after the Amendment No. 4 Effective Date, its Revolving Credit Commitment is as set forth on Schedule 2 attached hereto and (ii) Schedule 2 attached hereto shall, with respect to the Revolving Credit Commitments only, supersede and replace Schedule 1.1(b) of the Existing Credit Agreement in its entirety; (d) from and after the Amendment No. 1 4 Effective Date, (i) each Amendment No. 1 4 New Term Loan Revolving Credit Lender providing the Amendment No. 4 New Revolving Credit Commitments shall be a “New Term Loan Lender” and a “Term Loan Revolving Credit Lender” for all purposes under the Existing Credit Agreement and the other Credit Documents and perform all the obligations of, and have all the rights of, a Revolving Credit Lender thereunder, (ii) the Amendment No. 1 4 New Term Loan Commitment of each Amendment No. 1 New Term Loan Lender Revolving Credit Commitments shall be a “Term Loan Revolving Credit Commitment” for all purposes under the Existing Credit Agreement and the other Credit Documents, (iii) the Amendment No. 1 4 New Term Loan Facility shall constitute part Revolving Credit Loans in respect of the “Credit Facility” for all purposes under the Existing Credit Agreement and the other Credit Documents, and (iv) the such Amendment No. 1 4 New Term Loans of each Amendment No. 1 New Term Lender Revolving Credit Commitments shall each be a “New Term Loan” and “Term Revolving Credit Loans” (and have the same terms (including with respect to Guarantees, Collateral, Applicable Margin, Initial Term Loan Revolving Credit Maturity Date, and rights to prepayment and repayment) as the Term Loans Revolving Credit Commitments outstanding prior to the Amendment No. 1 4 Effective Date, as such terms are amended by this Amendment) for all purposes under the Existing Credit Agreement and the other Credit Documents; Documents and (div) each Amendment No. 4 New Revolving Credit Lender shall be a “Letter of Credit Issuer” with a Letter of Credit Commitment in the amount set forth in the definition of clause (a) thereof as set forth in the Existing Credit Agreement (as amended by this Amendment) for all purposes under the Existing Credit Agreement and the other Credit Documents and perform all the obligations of, and have all the rights of, a Letter of Credit Issuer thereunder (and this Amendment constitutes notice from the parties hereto agree that Borrower to the Administrative Agent and an agreement by the Amendment No. 1 4 Revolving Credit Lenders to become new Letter of Credit Issuers, in each case, as required by Section 3.6(a) of the Existing Credit Agreement); (e) the Amendment No. 4 New Term Loans will, upon funding, Revolving Credit Commitments will be an increase in the Term Loans existing Revolving Credit Commitments outstanding prior to the Amendment No. 1 4 Effective Date (after giving effect to this Amendment), will constitute Term Loans Revolving Credit Commitments for all purposes of the Existing Credit Agreement, will have the same terms as the existing Term LoansRevolving Credit Commitments, will, together with the existing Term LoansRevolving Credit Commitments, be treated as one Class of Term LoansRevolving Credit Commitments (and any Revolving Credit Loans funded thereunder will, and will have an initial Interest Period ending on same day as together with any Revolving Credit Loans funded under the current Interest Period for the Term Loans outstanding prior to the Amendment No. 1 Effective Date. For U.S. federal income tax purposesexisting Revolving Credit Commitments, the parties hereto intend to treat (i) all Amendment No. 1 New Term Loans and existing Term Loan be treated as one fungible tranche and (ii) unless otherwise required by applicable law, none Class of the Borrower, the Administrative Agent or any Lender shall take any tax position inconsistent with clause (i) above; (e) each of the parties hereto hereby agrees that the Administrative Agent may, in consultation with the Borrower, take any and all action as may be reasonably necessary to ensure that, upon the effectiveness of the making of the Amendment No. 1 New Term Loans on the Amendment No. 1 Effective Date, all such Amendment No. 1 New Term Loans are included in each Borrowing of outstanding Initial Term Loans on a pro rata basisRevolving Credit Loans); and (f) by executing and delivering this Amendment, each Amendment No. 1 4 New Term Loan Revolving Credit Lender hereunder shall be deemed to: (i) confirm that it has received a copy of the Existing Credit Agreement and the other Credit Documents and the exhibits thereto, together with copies of the financial statements referred to therein and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Amendment; (ii) agree that it will, independently and without reliance upon the Administrative Agent, the Collateral Agent, any other Amendment No. 1 4 New Term Loan Revolving Credit Lender or any other Lender or Agent and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Existing Credit Agreement; (iii) appoint and authorize the Administrative Agent and the Collateral Agent to take such action as agent on its behalf and to exercise such powers under the Existing Credit Agreement (as amended by this Amendment) and the other Credit Documents as are delegated to the Administrative Agent or the Collateral Agent, as the case may be, by the terms thereof, together with such powers as are reasonably incidental thereto; and (iv) agree that it will perform in accordance with their terms all of the obligations which by the terms of the Existing Credit Agreement (as amended by this Amendment) are required to be performed by it as an Amendment No. 1 4 New Term Loan Revolving Credit Lender.

Incremental Amendment. Each party hereto agrees as follows: (a) For the avoidance of doubt, (i) this Sixth Term Loan Amendment constitutes a Joinder Agreement an “Incremental Term Facility Amendment” pursuant to which an increase in the Existing Credit Agreement as referred to aggregate principal amount of 2020 Other Term B Loans shall be established in accordance with Section 2.14 of the Existing Credit Agreement; , (bii) subject to the satisfaction of 2020 Incremental Term Commitments constitute “Incremental Term Commitments” as defined in the conditions set forth in Section 4 below, each Amendment No. 1 Term Lender agrees, effective as of the Amendment No. 1 Effective Date Credit Agreement (as defined below), amended pursuant to extend the Amendment No. 1 Term Loans set forth opposite such Amendment No. 1 Term Lender’s name in Schedule 1 attached hereto; Section 3 hereof) and (ciii) from and after the Sixth Term Loan Amendment NoEffective Date, the 2020 Incremental Term Lender shall constitute a “2020 Other Term B Lender”, a “Lender” and a “Term Lender” as defined in the Credit Agreement (as amended pursuant to Section 3 hereof). (b) Immediately after the incurrence of the 2020 Other Term B Loans pursuant to Section 2 above, and subject to the terms and conditions set forth herein and the occurrence of the Sixth Term Loan Amendment Effective Date, the 2020 Incremental Term Lender hereby agrees to make 2020 Incremental Term Loans to the Borrower on the Sixth Term Loan Amendment Effective Date in an amount equal to the amount of its 2020 Incremental Term Commitments (as set forth below). 1 The full amount of the 2020 Incremental Term Loans shall be drawn by the Borrower in a single drawing on the Sixth Term Loan Amendment Effective Date and amounts paid or prepaid in respect of the 2020 Incremental Term Loans may not be reborrowed. For purposes hereof, the 2020 Incremental Term Commitments of the 2020 Incremental Term Lender shall be $500,000,000. (c) Immediately upon the incurrence of the 2020 Incremental Term Loans on the Sixth Term Loan Amendment Effective Date, (i) each Amendment No. 1 New the 2020 Incremental Term Loan Lender Loans shall be added to, and thereafter constitute a “New Term Loan Lender” and a “Term Loan Lender” for all purposes under the Existing Credit Agreement and the other Credit Documents and perform all the obligations part of, and have all the rights ofexisting Class of 2020 Other Term B Loans incurred pursuant to Section 2 above on a pro rata basis (based on the relative sizes of the various outstanding Term Borrowings), a so that each Lender thereunderwill participate proportionately in each then outstanding Term Borrowing of 2020 Other Term B Loans, (ii) the Amendment No. 1 New 2020 Incremental Term Loan Commitment Loans shall constitute a single Class of each Amendment No. 1 New Term Loan Lender Loans with the 2020 Other Term B Loans and (iii) the 2020 Incremental Term Loans shall be a constitute “2020 Other Term Loan CommitmentB Loans” for all purposes under the Existing Credit Agreement and the other Credit Documents, (iii) the Amendment No. 1 New Term Loan Facility shall constitute part of the “Credit Facility” for all purposes under the Existing Credit Agreement and the other Credit Documentsunder, and (iv) subject to the Amendment Noprovisions of, the Loan Documents. 1 New The 2020 Incremental Term Loans of each Amendment No. 1 New Term Lender shall each be a “New Term Loan” and “Term Loans” (and have subject to the same terms (including including, without limitation, as to interest rates, amortization percentage, maturity, voluntary prepayment terms and mandatory prepayment terms) applicable to the 2020 Other Term B Loans; provided that, after giving effect to the incurrence of the 2020 Incremental Term Loans, the scheduled amortization with respect to Guarantees, Collateral, Applicable Margin, Initial the 2020 Other Term B Loans shall be calculated based on the aggregate outstanding principal amount of 2020 Other Term B Loans (including the 2020 Incremental Term Loans) on the Sixth Term Loan Maturity Date, and rights to prepayment and repayment) as the Term Loans outstanding prior to the Amendment No. 1 Effective Date) for all purposes under . The aggregate principal amount of 2020 Other Term B Loans on the Existing Credit Agreement and the other Credit Documents; (d) all of the parties hereto agree that the Sixth Term Loan Amendment No. 1 New Term Loans will, upon funding, be an increase in the Term Loans outstanding prior to the Amendment No. 1 Effective Date (after giving effect to this Amendment), will constitute the incurrence of the 2020 Incremental Term Loans for all purposes on such date) is $637,000,000. (d) The 2020 Incremental Term Commitment of the Existing Credit Agreement, will have 2020 Incremental Term Lender shall automatically terminate upon the same terms as funding of the existing Term Loans, will, together with the existing Term Loans, be treated as one Class of Term Loans, and will have an initial Interest Period ending on same day as the current Interest Period for the 2020 Incremental Term Loans outstanding prior to on the Sixth Term Loan Amendment No. 1 Effective Date. For U.S. federal income tax purposes, the parties hereto intend to treat (i) all Amendment No. 1 New Term Loans and existing Term Loan as one fungible tranche and (ii) unless otherwise required by applicable law, none of the Borrower, the Administrative Agent or any Lender shall take any tax position inconsistent with clause (i) above;. (e) each The proceeds of the parties hereto hereby agrees that the Administrative Agent may, in consultation with the Borrower, take any and all action as may be reasonably necessary to ensure that, upon the effectiveness of the making of the Amendment No. 1 New 2020 Incremental Term Loans on shall be used by the Amendment No. 1 Effective Date, all such Amendment No. 1 New Term Loans are included Borrowers to redeem in each Borrowing of outstanding Initial Term Loans on a pro rata basis; andfull the November 2023 Secured Notes. (f) by executing and delivering this AmendmentThe Borrower hereby consents, each Amendment No. 1 New for purposes of Section 11.07(b)(i)(A) of the Credit Agreement, to the assignment on or within ninety (90) days of the Sixth Term Loan Lender hereunder shall be deemed to: (i) confirm that it has received a copy Amendment Effective Date of the Existing Credit Agreement and the other Credit Documents and the exhibits theretoany 2020 Incremental Term Loans by Bank of America, together with copies of the financial statements referred to therein and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Amendment; (ii) agree that it will, independently and without reliance upon the Administrative Agent, the Collateral Agent, any other Amendment No. 1 New Term Loan Lender or any other Lender or Agent and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Existing Credit Agreement; (iii) appoint and authorize the Administrative Agent and the Collateral Agent to take such action as agent on its behalf and to exercise such powers under the Existing Credit Agreement and the other Credit Documents as are delegated to the Administrative Agent or the Collateral AgentN.A., as the case may be2020 Incremental Term Lender, by to (A) any Person that was an existing Term Lender on the terms thereof, together with such powers as are reasonably incidental thereto; and (iv) agree that it will perform in accordance with their terms all of the obligations which by the terms of the Existing Credit Agreement are required to be performed by it as an Amendment No. 1 New Sixth Term Loan Amendment Effective Date (immediately prior to giving effect thereto) or (B) any Eligible Assignee separately identified, and acceptable, to the Borrower. Any such assignee shall thereafter be a “2020 Other Term B Lender”.

Incremental Amendment. Each party hereto agrees as follows: (a) this Amendment This Section 1 constitutes a Joinder Agreement an “Incremental Amendment” pursuant to which each Incremental Term Lender commits to make, severally but not jointly, to the Existing Credit Agreement as referred to in Section 2.14 of the Existing Credit Agreement; Borrower (bi) subject to the satisfaction of the conditions set forth in Section 4 below, each Amendment No. 1 Term Lender agrees, effective as of the Amendment No. 1 Effective Date (as defined below), to extend the Amendment No. 1 Incremental Term Loans on the Effective Date in a principal amount not exceeding the amounts set forth opposite such Amendment No. 1 Incremental Term Lender’s name in under the heading “Effective Date Incremental Term Commitment” on Schedule 1 attached hereto; hereto (ceach, an “Effective Date Incremental Term Commitment”) from and after (ii) Delayed Draw Incremental Term Loans on the Amendment NoDelayed Draw Funding Date in a principal amount not exceeding the amounts set forth opposite such Incremental Term Lender’s name under the heading “Delayed Draw Incremental Term Commitment” on Schedule 1 hereto (each, a “Delayed Draw Incremental Term Commitment” and, together with the Effective Date Incremental Term Commitments, the “Incremental Term Commitments”). 1 Once funded, the Effective Date, (i) each Amendment No. 1 New Date Incremental Term Loan Lender Loans and the Delayed Draw Incremental Term Loans shall be deemed to be a “New Term Loan Lender” and a “Term Loan Lender” single Class for all purposes under the Existing Amended and Restated Credit Agreement and the other Credit Documents and perform all the obligations of, and have all the rights of, a Lender thereunder, (ii) the Amendment NoAgreement. 1 New Term Loan Commitment of each Amendment No. 1 New Term Loan Lender shall be a “Term Loan Commitment” for all purposes under the Existing Credit Agreement and the other Credit Documents, (iii) the Amendment No. 1 New Term Loan Facility shall constitute part The aggregate principal amount of the “Credit Facility” for Effective Date Incremental Term Commitments of all purposes under Incremental Term Lenders as of the Existing Credit date of this Agreement and is $925,000,000. The aggregate principal amount of the other Credit DocumentsDelayed Draw Incremental Term Commitments of all Incremental Term Lenders as of the date of this Agreement is $200,000,000. Unless previously terminated, and (iv) the Amendment No. 1 Effective Date Incremental Term Commitments shall terminate at 5:00 p.m., New Term Loans York City time, on the date of each Amendment No. 1 New Term Lender shall each be a “New Term Loan” and “initial funding of the Effective Date Incremental Term Loans” (and have the same terms (including with respect to Guarantees, Collateral, Applicable Margin, Initial Term Loan Maturity Date, and rights to prepayment and repayment) as the Term Loans outstanding prior to the Amendment No. 1 Effective Date) for all purposes under the Existing Credit Agreement and the other Credit Documents; (d) all of the parties hereto agree that the Amendment No. 1 New Term Loans will, upon funding, be an increase in the Term Loans outstanding prior to the Amendment No. 1 Effective Date (after giving effect to this Amendment), will constitute Term Loans for all purposes of the Existing Credit Agreement, will have the same terms as the existing Term Loans, will, together with the existing Term Loans, be treated as one Class of Term Loans, and will have an initial Interest Period ending on same day as the current Interest Period for the Term Loans outstanding prior to the Amendment No. 1 Effective Date. For U.S. federal income tax purposesUnless previously terminated, the parties hereto intend to treat Delayed Draw Incremental Term Commitments shall terminate at 5:00 p.m., New York City time, on the earlier of (ix) all Amendment No. 1 New Term Loans and existing Term Loan as one fungible tranche and (ii) unless otherwise required by applicable law, none of the Borrower, the Administrative Agent or any Lender shall take any tax position inconsistent with clause (i) above; (e) each of the parties hereto hereby agrees that the Administrative Agent may, in consultation with the Borrower, take any and all action as may be reasonably necessary to ensure that, upon the effectiveness of the making of the Amendment No. 1 New Delayed Draw Incremental Term Loans on the Amendment No. 1 Delayed Draw Funding Date and (y) the date that is three months after the Effective Date, all such Amendment No. 1 New Term Loans are included in each Borrowing of outstanding Initial Term Loans on a pro rata basis; and (f) by executing and delivering this Amendment, each Amendment No. 1 New Term Loan Lender hereunder shall be deemed to: (i) confirm that it has received a copy of the Existing Credit Agreement and the other Credit Documents and the exhibits thereto, together with copies of the financial statements referred to therein and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Amendment; (ii) agree that it will, independently and without reliance upon the Administrative Agent, the Collateral Agent, any other Amendment No. 1 New Term Loan Lender or any other Lender or Agent and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Existing Credit Agreement; (iii) appoint and authorize the Administrative Agent and the Collateral Agent to take such action as agent on its behalf and to exercise such powers under the Existing Credit Agreement and the other Credit Documents as are delegated to the Administrative Agent or the Collateral Agent, as the case may be, by the terms thereof, together with such powers as are reasonably incidental thereto; and (iv) agree that it will perform in accordance with their terms all of the obligations which by the terms of the Existing Credit Agreement are required to be performed by it as an Amendment No. 1 New Term Loan Lender.

Incremental Amendment. Each party hereto agrees Subject to the satisfaction of the conditions precedent set forth in Section 5 below, the Borrower, the Guarantors, the November 2021 Incremental Revolving Lenders, each Issuing Bank and Agent hereby agree as follows: (a) this Amendment constitutes a Joinder Agreement to The Borrower is requesting November 2021 Incremental Revolving Commitments in the Existing Credit Agreement as referred to in aggregate principal amount of $40,000,000 from the November 2021 Incremental Revolving Lenders pursuant to, and on the terms set forth in, Section 2.14 2.19 of the Existing Credit Agreement; (b) subject to the satisfaction of the conditions set forth in Section 4 below, each Amendment No. 1 Term Lender agrees, effective as of the Seventh Amendment NoEffective Time. 1 The full principal amount of such November 2021 Incremental Revolving Commitments are being incurred in reliance on clause (i)(y)(A) of the first proviso of Section 2.19(a) under the Credit Agreement. (b) Each November 2021 Incremental Revolving Lender agrees, severally and not jointly, to provide to the Borrower its November 2021 Incremental Revolving Commitments as a Revolving Commitment Increase under the Amended Credit Agreement commencing as of the Seventh Amendment Effective Time in an amount equal to such November 2021 Incremental Revolving Lender’s November 2021 Incremental Revolving Commitments as set forth on Schedule 2.01 hereto, and to make Revolving Loans to the Borrower under the Amended Credit Agreement, in each case, at any time and from time to time on and after the Seventh Amendment Effective Time until the earlier of the Revolving Maturity Date and the termination of the Revolving Commitment of such November 2021 Incremental Revolving Lender in accordance with the terms of the Amended Credit Agreement, in an aggregate principal amount at any time outstanding not to exceed such November 2021 Incremental Revolving Lender’s November 2021 Incremental Revolving Commitment. Concurrent with the Seventh Amendment Effective Time, after giving effect to the Revolving Commitment Increase pursuant to the November 2021 Incremental Revolving Commitments, (x) in accordance with Section 2.19(g) of the Credit Agreement, each Revolving Lender holding Revolving Commitments immediately prior to such Revolving Commitment Increase (each such Revolving Lender, an “Existing Revolving Lender”) that has Revolving Exposure with respect to Revolving Loans that are outstanding under its Existing Revolving Commitments as defined belowof immediately prior to the Seventh Amendment Effective Time (the “Existing Revolving Loans”), will, pursuant to extend Section 2.19(g), assign to each November 2021 Incremental Revolving Lender, and each November 2021 Incremental Revolving Lender shall purchase from such Existing Revolving Lender, at the principal amount thereof, such interests in the Existing Revolving Loans outstanding as of immediately prior to the Seventh Amendment No. 1 Term Effective Time as shall be necessary in order that, after giving effect to all such assignments and purchases under this clause (x), and taking into account all Credit Extensions of Revolving Loans set forth opposite made as of the Seventh Amendment Effective Time, such Amendment No. 1 Term Existing Revolving Loans will be held by Existing Revolving Lenders and November 2021 Incremental Revolving Lenders ratably in accordance with their Revolving Commitments after giving effect to the Revolving Commitment Increase pursuant to the November 2021 Incremental Revolving Commitments and (y) the LC Exposure of each Revolving Lender shall be based on such Revolving Lender’s name in Schedule 1 attached hereto;Pro Rata Share (for the avoidance of doubt, determined after giving effect to the Revolving Commitment Increase pursuant to the November 2021 Incremental Revolving Commitments) of the aggregate LC Exposure. The Administrative Agent and each Issuing Bank hereby consent to each November 2021 Incremental Revolving Lender to the extent required pursuant to Section 2.19 and/or Section 10.04 under the Credit Agreement. (c) from The Existing Revolving Commitments and after the Amendment No. 1 Effective Date, (i) each Amendment No. 1 New Term Loan Lender November 2021 Incremental Revolving Commitments shall be deemed to be, and treated as, part of a “New Term Loan Lender” single Class of Revolving Commitments (and a “Term Loan Lender” for all purposes under any Revolving Loans made pursuant to the Existing Credit Agreement Revolving Commitments and the other Credit Documents and perform all the obligations ofNovember 2021 Incremental Revolving Commitments shall be deemed to be, and have all the rights oftreated as, a Lender thereunder, (ii) the Amendment No. 1 New Term Loan Commitment of each Amendment No. 1 New Term Loan Lender shall be a “Term Loan Commitment” for all purposes under the Existing Credit Agreement and the other Credit Documents, (iii) the Amendment No. 1 New Term Loan Facility shall constitute part of the “Credit Facility” for all purposes under the Existing Credit Agreement and the other Credit Documents, and (iv) the Amendment No. 1 New Term Loans a single Class of each Amendment No. 1 New Term Lender shall each be a “New Term Loan” and “Term Revolving Loans” (and have the same terms (including with respect to Guarantees, Collateral, Applicable Margin, Initial Term Loan Maturity Date, and rights to prepayment and repayment) as the Term Loans outstanding prior to the Amendment No. 1 Effective Date) for all purposes under the Existing Credit Agreement and the other Credit Documents;). (d) all The definition of “Revolving Commitment” under Section 1.01 of the parties hereto agree that the Amendment No. 1 New Term Loans will, upon funding, be an increase in the Term Loans outstanding prior to the Amendment No. 1 Effective Date (after giving effect to this Amendment), will constitute Term Loans for all purposes of the Existing Credit Agreement, will have the same terms as the existing Term Loans, will, together with the existing Term Loans, be treated as one Class of Term Loans, and will have an initial Interest Period ending on same day as the current Interest Period for the Term Loans outstanding prior to the Amendment No. 1 Effective Date. For U.S. federal income tax purposes, the parties hereto intend to treat (i) all Amendment No. 1 New Term Loans and existing Term Loan as one fungible tranche and (ii) unless otherwise required by applicable law, none of the Borrower, the Administrative Agent or any Lender shall take any tax position inconsistent with clause (i) above; (e) each of the parties hereto hereby agrees that the Administrative Agent may, in consultation with the Borrower, take any and all action as may be reasonably necessary to ensure that, upon the effectiveness of the making of the Amendment No. 1 New Term Loans on the Amendment No. 1 Effective Date, all such Amendment No. 1 New Term Loans are included in each Borrowing of outstanding Initial Term Loans on a pro rata basis; and (f) by executing and delivering this Amendment, each Amendment No. 1 New Term Loan Lender hereunder shall be deemed to: (i) confirm that it has received a copy of the Existing Credit Agreement is hereby amended and the other Credit Documents and the exhibits thereto, together with copies of the financial statements referred to therein and such other documents and information restated as it has deemed appropriate to make its own credit analysis and decision to enter into this Amendment; (ii) agree that it will, independently and without reliance upon the Administrative Agent, the Collateral Agent, any other Amendment No. 1 New Term Loan Lender or any other Lender or Agent and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Existing Credit Agreement; (iii) appoint and authorize the Administrative Agent and the Collateral Agent to take such action as agent on its behalf and to exercise such powers under the Existing Credit Agreement and the other Credit Documents as are delegated to the Administrative Agent or the Collateral Agent, as the case may be, by the terms thereof, together with such powers as are reasonably incidental thereto; and (iv) agree that it will perform in accordance with their terms all of the obligations which by the terms of the Existing Credit Agreement are required to be performed by it as an Amendment No. 1 New Term Loan Lender.follows:

Incremental Amendment. Each party hereto agrees as follows: (a) this Amendment This Section 1 constitutes a Joinder Agreement an “Incremental Amendment” pursuant to which each Incremental Term Lender commits to make, severally but not jointly, to the Existing Borrower (i) Effective Date Incremental Term Loans on the Effective Date in a principal amount not exceeding the amounts set forth opposite such Incremental Term Lender’s name under the heading “Effective Date Incremental Term Commitment” on Schedule 1 hereto (each, an “Effective Date Incremental Term Commitment”) and (ii) Delayed Draw Incremental Term Loans on the Delayed Draw Funding Date in a principal amount not exceeding the amounts set forth opposite such Incremental Term Lender’s name under the heading “Delayed Draw Incremental Term Commitment” on Schedule 1 hereto (each, a “Delayed Draw Incremental Term Commitment” and, together with the Effective Date Incremental Term Commitments, the “Incremental Term Commitments”). Once funded, the Effective Date Incremental Term Loans and the Delayed Draw Incremental Term Loans shall be deemed to be a single Class for all purposes under the Amended and Restated Credit Agreement as referred to in Section 2.14 Agreement. The aggregate principal amount of the Existing Credit Agreement;Effective Date Incremental Term Commitments of all Incremental Term Lenders as of the date of this Agreement is $925,000,000. The aggregate principal amount of the Delayed Draw Incremental Term Commitments of all Incremental Term Lenders as of the date of this Agreement is $200,000,000. Unless previously terminated, the Effective Date Incremental Term Commitments shall terminate at 5:00 p.m., New York City time, on the date of initial funding of the Effective Date Incremental Term Loans. Unless previously terminated, the Delayed Draw Incremental Term Commitments shall terminate at 5:00 p.m., New York City time, on the earlier of (x) the making of the Delayed Draw Incremental Term Loans on the Delayed Draw Funding Date and (y) the date that is three months after the Effective Date. (b) subject to the satisfaction of the conditions set forth in Amounts borrowed under this Section 4 below, each Amendment No1 and repaid or prepaid may not be reborrowed. 1 Term Lender agrees, effective as of the Amendment No. 1 Effective Date (as defined below), to extend the Amendment No. 1 Incremental Term Loans set forth opposite such Amendment No. 1 Term Lender’s name may be Base Rate Loans or Eurocurrency Rate Loans, as further provided in Schedule 1 attached hereto; (c) from and after the Amendment No. 1 Effective Date, (i) each Amendment No. 1 New Term Loan Lender shall be a “New Term Loan Lender” and a “Term Loan Lender” for all purposes under the Existing Credit Agreement and the other Amended and Restated Credit Documents and perform all Agreement. (c) The Borrower shall use the obligations of, and have all the rights of, a Lender thereunder, proceeds of (iii) the Amendment No. 1 New Effective Date Incremental Term Loan Commitment Loans (A) to prepay in full, on the Effective Date, the outstanding principal amount of each Amendment No. 1 New Term Loan Lender shall be a “Term Loan Commitment” for all purposes under the Existing Credit Term Loans, together with any accrued but unpaid interest and fees thereon and (B) to pay all fees, costs and expenses incurred or payable by the Borrower in connection with the foregoing and with the execution and delivery of this Agreement by each person party hereto, the satisfaction and/or waiver of the conditions to the effectiveness hereof and the other Credit Documents, (iii) the Amendment No. 1 New Term Loan Facility shall constitute part consummation of the “Credit Facility” for all purposes under transactions contemplated hereby (including the Existing Credit Agreement borrowing of the Incremental Term Loans and the other Credit Documents, amendment and (iv) the Amendment No. 1 New Term Loans of each Amendment No. 1 New Term Lender shall each be a “New Term Loan” and “Term Loans” (and have the same terms (including with respect to Guarantees, Collateral, Applicable Margin, Initial Term Loan Maturity Date, and rights to prepayment and repayment) as the Term Loans outstanding prior to the Amendment No. 1 Effective Date) for all purposes under the Existing Credit Agreement and the other Credit Documents; (d) all of the parties hereto agree that the Amendment No. 1 New Term Loans will, upon funding, be an increase in the Term Loans outstanding prior to the Amendment No. 1 Effective Date (after giving effect to this Amendment), will constitute Term Loans for all purposes restatement of the Existing Credit Agreement, will have the same terms as the existing Term Loans, will, together with the existing Term Loans, be treated as one Class of Term Loans, and will have an initial Interest Period ending on same day as the current Interest Period for the Term Loans outstanding prior to the Amendment No. 1 Effective Date. For U.S. federal income tax purposes, the parties hereto intend to treat (i) all Amendment No. 1 New Term Loans and existing Term Loan as one fungible tranche and (ii) unless otherwise required the Delayed Draw Incremental Term Loans (A) for general corporate purposes, including acquisitions and (B) to pay all fees, costs and expenses incurred or payable by applicable lawthe Borrower in connection with the foregoing. (d) Notwithstanding anything herein (including Sections 1(a) and 1(c) hereof) or in the Existing Credit Agreement to the contrary, none of the Borrower, the Administrative Agent or any Lender shall take any tax position inconsistent with clause (i) above;each Incremental Term Lender holding an Existing Term Loan immediately prior to the Effective Date (each such Incremental Term Lender, an “Existing Lender”) that delivers to the Successor Administrative Agent an executed cashless roll election form shall be deemed to have made to the Borrower an Effective Date Incremental Term Loan on the Effective Date in an amount (such Existing Lender’s “Cashless Roll Amount”) equal to the lesser of (A) the aggregate principal amount of the Existing Term Loan held by such Existing Lender immediately prior to the Effective Date (such Existing Lender’s “Existing Term Loan Amount”) and (B) such Existing Lender’s Effective Date Incremental Term Commitment; provided that if such Existing Lender’s Effective Date Incremental Term Commitment exceeds such Existing Lender’s Existing Term Loan Amount, then such Existing Lender shall be required to make an Effective Date Incremental Term Loan to the Borrower on the Effective Date in accordance with Section 1(a) hereof in an aggregate principal amount equal to such excess, and (ii) the Borrower shall be deemed to have prepaid, on the Effective Date, an amount of the Existing Term Loan of each Existing Lender in an aggregate principal amount equal to the lesser of (A) such Existing Lender’s Existing Term Loan Amount and (B) such Existing Lender’s Effective Date Incremental Term Commitment; provided that (1) if such Existing Lender’s Existing Term Loan Amount exceeds such Existing Lender’s Effective Date Incremental Term Commitment, then the Borrower shall be required to prepay in full, on the Effective Date in accordance with Section 1(c) hereof, the outstanding principal amount of the Existing Term Loan of such Existing Lender not deemed to be prepaid pursuant to this clause (ii) and (2) notwithstanding the operation of this clause (ii), the Borrower shall be required to pay to such Existing (e1) each of the parties hereto hereby agrees that the Administrative Agent mayLender, in consultation with the Borrower, take any and all action as may be reasonably necessary to ensure that, upon the effectiveness of the making of the Amendment No. 1 New Term Loans on the Amendment No. 1 Effective Date, all such Amendment No. 1 New Term Loans are included in each Borrowing of accrued but unpaid interest and fees on the outstanding Initial Term Loans on a pro rata basis; and (f) by executing and delivering this Amendment, each Amendment No. 1 New Term Loan Lender hereunder shall be deemed to: (i) confirm that it has received a copy principal amount of the Existing Credit Agreement and the other Credit Documents and the exhibits thereto, together with copies Term Loans of the financial statements referred to therein and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Amendment; (ii) agree that it will, independently and without reliance upon the Administrative Agent, the Collateral Agent, any other Amendment No. 1 New Term Loan Existing Lender or any other Lender or Agent and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Existing Credit Agreement; (iii) appoint and authorize the Administrative Agent and the Collateral Agent to take such action as agent on its behalf and to exercise such powers under the Existing Credit Agreement and the other Credit Documents as are delegated immediately prior to the Administrative Agent or the Collateral Agent, as the case may be, by the terms thereof, together with such powers as are reasonably incidental thereto; and (iv) agree that it will perform in accordance with their terms all of the obligations which by the terms of the Existing Credit Agreement are required to be performed by it as an Amendment No. 1 New Term Loan LenderEffective Date.

Incremental Amendment. Each party hereto agrees as follows: (a) This amendment (this “Incremental Facility Amendment”) is an Incremental Facility Amendment constitutes a Joinder Agreement to the Existing Credit Agreement as referred to in Section 2.14 2.21 of the Existing Credit Agreement;, and Borrower and the Incremental Revolving Lenders hereby agree and notify you that: (bi) the total aggregate Incremental Revolving Loan Commitments of the Incremental Revolving Lenders is $50,000,000 and the several Incremental Revolving Loan Commitment of each Incremental Revolving Lender is set forth on its signature page hereto; and (ii) subject to the satisfaction of the conditions to Borrowing under Section 4.02 of the Credit Agreement and to the satisfaction of the conditions set forth in Section 4 clauses (A) through (C) below, each Amendment Nothe funding of the Incremental Revolving Loans may occur from time to time upon Borrower’s request in accordance with Sections 2.02 and 4.02 of the Credit Agreement. 1 Term Lender agreesIncremental Revolving Loans that are repaid or prepaid may be reborrowed. (A) no Default shall exist or would exist after giving effect to the making of the Incremental Revolving Loans and the use of proceeds therefrom; (B) after giving effect to the making of the Incremental Revolving Loans and the use of proceeds therefrom, effective Borrower would be in compliance with the Financial Covenants on a pro forma basis on such date and for the most recent fiscal quarter for which financial statements have been delivered in accordance with Section 5.01 of the Credit Agreement after giving effect on a pro forma basis to any related adjustment events, including any acquisitions or dispositions after the beginning of the relevant calculation period but prior to or simultaneous with the borrowing of such Incremental Revolving Loans; and (C) Borrower shall have delivered to the Administrative Agent and Incremental Revolving Lenders the officer’s certificate, dated the date of borrowing, required by Section 2.21(b) of the Credit Agreement and also certifying as of the Amendment No. 1 Effective Date date of borrowing to clauses (as defined below), to extend the Amendment No. 1 Term Loans set forth opposite such Amendment No. 1 Term Lender’s name in Schedule 1 attached hereto;A) and (B) above. (cb) from Each of the Incremental Revolving Lenders and after Borrower hereby agrees that the Incremental Revolving Loans made pursuant to this Incremental Facility Amendment No. 1 Effective Date, (i) each Amendment No. 1 New Term will be Revolving Loans and any lender with an outstanding Incremental Revolving Loan Lender shall will be a “New Term Loan Revolving Lender” , in each case for any and a “Term Loan Lender” for all purposes under the Existing Credit Agreement and the other Credit Documents (A) shall rank pari passu in right of payment and perform all the obligations of, and have all the rights of, a Lender thereunder, (ii) the Amendment No. 1 New Term Loan Commitment right of each Amendment No. 1 New Term Loan Lender shall be a “Term Loan Commitment” for all purposes under the Existing Credit Agreement and the other Credit Documents, (iii) the Amendment No. 1 New Term Loan Facility shall constitute part security in respect of the “Credit Facility” for all purposes under Collateral with the Existing Credit Agreement and the other Credit Documents, existing Revolving Loans and (ivB) the Amendment No. 1 New Term Loans of each Amendment No. 1 New Term Lender shall each be a “New Term Loan” and “Term Loans” (and have the same terms (including with respect to Guarantees, Collateral, Applicable Margin, Initial Term Loan Maturity Date, and rights to prepayment and repayment) as the Term Loans outstanding prior to the Amendment No. 1 Effective Date) for all purposes under the Existing Credit Agreement and the other Credit Documents; (d) all of the parties hereto agree that the Amendment No. 1 New Term Loans will, upon funding, be an increase in the Term Loans outstanding prior to the Amendment No. 1 Effective Date (after giving effect to this Amendment), will constitute Term Loans for all purposes of the Existing Credit Agreement, will have the same terms as the Revolving Loans existing Term Loans, will, together with the existing Term Loans, be treated as one Class of Term Loans, and will have an initial Interest Period ending on same day as the current Interest Period for the Term Loans outstanding immediately prior to the Amendment No. 1 Effective Date. For U.S. federal income tax purposes, the parties hereto intend to treat (i) all Amendment No. 1 New Term Loans and existing Term Loan as one fungible tranche and (ii) unless otherwise required by applicable law, none effectiveness of the Borrower, the Administrative Agent or any Lender shall take any tax position inconsistent with clause (i) above;this Incremental Facility Amendment. (ec) each of the parties hereto hereby Borrower covenants and agrees that the Administrative Agent may, in consultation with the Borrower, take any and all action as may be reasonably necessary to ensure that, upon the effectiveness proceeds of the making of the Amendment No. 1 New Term Loans on the Amendment No. 1 Effective Date, all such Amendment No. 1 New Term Loans are included in each Borrowing of outstanding Initial Term Loans on a pro rata basis; and (f) by executing and delivering this Amendment, each Amendment No. 1 New Term Incremental Revolving Loan Lender hereunder shall be deemed to: used by Borrower for general corporate purposes (i) confirm that it has received a copy of the Existing Credit Agreement and the other Credit Documents and the exhibits thereto, together with copies of the financial statements referred including to therein and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Amendment; (ii) agree that it will, independently and without reliance upon the Administrative Agent, the Collateral Agent, any other Amendment No. 1 New Term Loan Lender or any other Lender or Agent and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Existing Credit Agreement; (iii) appoint and authorize the Administrative Agent and the Collateral Agent to take such action as agent on its behalf and to exercise such powers under the Existing Credit Agreement and the other Credit Documents as are delegated to the Administrative Agent or the Collateral Agent, as the case may be, by the terms thereof, together with such powers as are reasonably incidental thereto; and (iv) agree that it will perform in accordance with their terms all of the obligations which by the terms of the Existing Credit Agreement are required to be performed by it as an Amendment No. 1 New Term Loan Lenderfinance Permitted Acquisitions).

Incremental Amendment. Each party hereto agrees as follows: (a) This amendment (this Amendment constitutes a Joinder Agreement to “Incremental Facility Amendment”) is an amendment increasing the Existing Credit Agreement as Term Loans referred to in Section 2.14 2.25 of the Existing Credit Agreement;, and Parent Borrower and the Increasing Lenders hereby agree and notify you that: (bi) the total Incremental Term Commitment of the Increasing Lenders is $65,000,000; and (ii) subject to the satisfaction of the conditions to Borrowing under Section 5.2 of the Credit Agreement and to the satisfaction of the conditions set forth in Section 4 clauses (A) through (C) below, each Amendment No. 1 Term Lender agrees, effective as the funding of the Amendment NoIncremental Term Loan will occur in one drawing upon the Parent Borrower’s request in accordance with Sections 2.1 and 5.2 of the Credit Agreement (provided that the Closing Date shall be the date hereof). 1 Effective Date In the event that all or any portion of the Incremental Term Loan is not borrowed on or before the date hereof, the unborrowed portion of the Incremental Term Commitment shall automatically terminate on such date unless the Increasing Lenders shall agree to an extension. (A) no Event of Default shall have occurred and be continuing or occur as defined below), to extend a result of the Amendment No. 1 Incremental Term Loans set forth opposite such Amendment No. 1 Term Lender’s name in Schedule 1 attached heretoLoan; (cB) from the proceeds of the Incremental Term Loans will be used solely for Permitted Acquisitions and the costs and expenses related thereto; (C) on a pro forma basis, after giving effect to the Amendment No. 1 Effective Datemaking of the Incremental Term Loan and the use of proceeds, the Consolidated Senior Leverage Ratio does not exceed 3.25 to 1.00; (D) on a pro forma basis (as set forth in the definition of the term “Permitted Acquisition” in the Credit Agreement), the Borrowers are in compliance with Section 7.1 of the Credit Agreement; and (E) Parent Borrower shall have delivered to the Administrative Agent and Increasing Lenders an officer’s certificate, dated the date of borrowing, certifying satisfaction of the requirements of Section 2.25(a) of the Credit Agreement, including as described in clauses (A), (iB), (C) each Amendment No. 1 New and (D) above. (b) Each of the Increasing Lenders and the Parent Borrower hereby agree that the Incremental Term Loan Lender shall made pursuant to this Incremental Facility Amendment will be a “New Term Loan Lender” and a “any Lender with an outstanding Incremental Term Loan will be a Term Lender” , in each case for any and all purposes under the Existing Credit Agreement and the other Credit Documents (A) shall rank pari passu in right of payment and perform all the obligations of, and have all the rights of, a Lender thereunder, (ii) the Amendment No. 1 New Term Loan Commitment right of each Amendment No. 1 New Term Loan Lender shall be a “Term Loan Commitment” for all purposes under the Existing Credit Agreement and the other Credit Documents, (iii) the Amendment No. 1 New Term Loan Facility shall constitute part security in respect of the “Credit Facility” for all purposes under Collateral with the Existing Credit Agreement and the other Credit Documents, existing Term Loans and (ivB) the Amendment No. 1 New Term Loans of each Amendment No. 1 New Term Lender shall each be a “New Term Loan” and “Term Loans” (and have the same terms (including with respect to Guarantees, Collateral, Applicable Margin, Initial Term Loan Maturity Date, and rights to prepayment and repayment) as the Term Loans outstanding prior to the Amendment No. 1 Effective Date) for all purposes under the Existing Credit Agreement and the other Credit Documents; (d) all of the parties hereto agree that the Amendment No. 1 New Term Loans will, upon funding, be an increase in the Term Loans outstanding prior to the Amendment No. 1 Effective Date (after giving effect to this Amendment), will constitute Term Loans for all purposes of the Existing Credit Agreement, will have the same terms as the existing Term Loans, will, together with the existing Term Loans, be treated as one Class of Term Loans, and will have an initial Interest Period ending on same day as the current Interest Period for the Term Loans outstanding existing immediately prior to the Amendment No. 1 Effective Date. For U.S. federal income tax purposes, effectiveness of this Incremental Facility Amendment. (c) The table set forth in Section 2.2 of the parties hereto intend to treat Credit Agreement is hereby amended by adding (i) all Amendment No. 1 New Term Loans to each quarterly installment from and existing Term Loan as one fungible tranche including the second quarterly installment to and including the twenty-forth quarterly installment, $169,565.22 and (ii) unless otherwise required by applicable lawto each quarterly installment from and including the twenty-fifth quarterly installment to and including the twenty-eighth quarterly installment, none of the Borrower, the Administrative Agent or any Lender shall take any tax position inconsistent with clause (i) above;$15,275,000. (ed) each of the parties hereto hereby The Parent Borrower covenants and agrees that the Administrative Agent may, in consultation with the Borrower, take any and all action as may be reasonably necessary to ensure that, upon the effectiveness proceeds of the making of the Amendment No. 1 New Term Loans on the Amendment No. 1 Effective Date, all such Amendment No. 1 New Term Loans are included in each Borrowing of outstanding Initial Term Loans on a pro rata basis; and (f) by executing and delivering this Amendment, each Amendment No. 1 New Incremental Term Loan Lender hereunder shall be deemed to: (i) confirm that it has received a copy of used by the Existing Credit Agreement and Parent Borrower for the other Credit Documents and the exhibits thereto, together with copies of the financial statements referred to therein and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Amendment; (ii) agree that it will, independently and without reliance upon the Administrative Agent, the Collateral Agent, any other Amendment No. 1 New Term Loan Lender or any other Lender or Agent and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Existing Credit Agreement; (iii) appoint and authorize the Administrative Agent and the Collateral Agent to take such action as agent on its behalf Acquisition and to exercise such powers under pay the Existing Credit Agreement costs and the other Credit Documents as are delegated to the Administrative Agent or the Collateral Agent, as the case may be, by the terms thereof, together with such powers as are reasonably incidental expenses related thereto; and (iv) agree that it will perform in accordance with their terms all of the obligations which by the terms of the Existing Credit Agreement are required to be performed by it as an Amendment No. 1 New Term Loan Lender.

Incremental Amendment. Each party hereto agrees as follows: (a) this Amendment constitutes a Joinder Agreement Subject solely to the Existing satisfaction (or waiver in writing) of the conditions precedent set forth in Section 7 hereof, (i) the 2025-1 Incremental Term Lender hereby agrees to provide the full amount of its 2025-1 Incremental Term Commitment and agrees to make, on the Second Amendment Effective Date, 2025-1 Incremental Term Loans to the Borrowers in an aggregate principal amount equal to its 2025-1 Incremental Term Commitment and (ii) each 2025-1 Incremental Revolving Credit Lender hereby agrees to provide the full amount of its 2025-1 Incremental Revolving Credit Commitment to the Borrowers on the Second Amendment Effective Date (in each case, immediately after giving effect to the incurrence of the 2025-1 Refinancing Term Loans pursuant to Section 2 above and the consent set forth in Section 4(b) below). The 2025-1 Incremental Facilities provided pursuant to this Section 3 of this Second Amendment shall be subject to all of the terms and conditions set forth in the Amended Credit Agreement, including, without limitation, Sections 2.01(a)(i) (in the case of the 2025-1 Incremental Term Commitments), 2.01(b) (in the case of the 2025-1 Incremental Revolving Credit Commitments) and 2.24 thereof, and the obligation of the 2025-1 Incremental Lenders to provide the 2025-1 Incremental Facilities on the Second Amendment Effective Date shall be subject to the satisfaction, or waiver in accordance with Section 10.05 of the Credit Agreement, of the conditions precedent set forth in Section 2.24 of the Credit Agreement as referred and Section 7 hereof. The 2025-1 Incremental Lenders, the Administrative Agent and each Credit Party agree that this Section 3 of this Second Amendment is necessary and appropriate, in each of their reasonable opinions, to in effect the provisions of Section 2.14 2.24 of the Existing Credit Agreement and shall constitute an “Incremental Amendment” pursuant to and in accordance with Section 2.24(f) of the Credit Agreement;. (b) subject to Immediately upon the satisfaction incurrence of the conditions 2025-1 Refinancing Term Loans on the Second Amendment Effective Date, each 2025-1 Incremental Lender (i) shall be obligated to establish the 2025-1 Incremental Facilities (and in the case of the 2025-1 Incremental Term Lender, shall be obligated to make 2025-1 Incremental Term Loans), in each case, as provided in this Section 3 of this Second Amendment on the terms set forth in Section 4 belowthis Second Amendment and (ii) to the extent provided in this Second Amendment, each Amendment No. 1 Term shall have the rights and obligations of a Lender agrees, effective as of under the Amendment No. 1 Effective Date (as defined below), to extend Amended Credit Agreement and under the Amendment No. 1 Term Loans set forth opposite such Amendment No. 1 Term Lender’s name in Schedule 1 attached hereto;other applicable Credit Documents. (c) from Immediately upon the establishment of the 2025-1 Incremental Term Commitments and after the incurrence of the 2025-1 Incremental Term Loans pursuant thereto on the Second Amendment NoEffective Date, (i) such 2025-1 Incremental Term Loans shall be added to (and form part of) the Term Borrowing of 2025-1 Refinancing Term Loans established pursuant to Section 2 above, (ii) the 2025-1 Incremental Term Loans shall constitute a single Class of Term Loans with the 2025-1 Refinancing Term Loans, (iii) the 2025-1 Incremental Term Commitments shall constitute “Term Loan Commitments” for all purposes under, and subject to the provisions of, the Credit Documents and (iv) the 2025-1 Incremental Term Loans shall constitute “2025-1 Refinancing Term Loans,” “Initial Term Loans” and “Term Loans” for all purposes under, and subject to the provisions of, the Credit Documents. Immediately upon the establishment of the 2025-1 Incremental Revolving Credit Commitments pursuant hereto on the Second Amendment Effective Date, (i) the 2025-1 Incremental Revolving Credit Commitments shall be added to, and thereafter constitute a part of, the existing Class of Revolving Commitments immediately prior to giving effect to this Second Amendment and (ii) the 2025-1 Revolving Credit Commitments shall constitute “Revolving Commitments” for all purposes under, and subject to the provisions of the Credit Documents. (d) Immediately upon giving effect to the 2025-1 Incremental Revolving Credit Commitments on the Second Amendment Effective Date, (i) each Amendment No. Revolving Credit Lender (other than the 2025-1 New Term Loan Incremental Revolving Credit Lenders) will automatically and without further act be deemed to have assigned to each 2025-1 Incremental Revolving Credit Lender shall and each 2025-1 Incremental Revolving Credit Lender will automatically and without further act be deemed to have assumed, a “New Term Loan portion of such Revolving Credit Lender” and a “Term Loan Lender” for all purposes ’s (other than the 2025-1 Incremental Revolving Credit Lenders) participations under the Existing Amended Credit Agreement in outstanding Letters of Credit such that, after giving effect to each such deemed assignment and assumption of participations, the other percentage of the aggregate outstanding participations under the Amended Credit Documents and perform Agreement in Letters of Credit held by each Revolving Credit Lender (including each 2025-1 Incremental Revolving Credit Lender) will equal the percentage of the aggregate Revolving Commitments of all the obligations of, and have all the rights of, a Lender thereunderRevolving Credit Lenders represented by such Revolving Credit Lender’s Revolving Commitment, (ii) to the Amendment No. extent any Revolving Loans are outstanding, the Revolving Credit Lenders (including, for the avoidance of doubt, each 2025-1 New Term Loan Commitment Incremental Revolving Credit Lender) shall purchase and assign at par such amounts of the Revolving Loans outstanding as the Administrative Agent may require such that each Amendment No. Revolving Credit Lender (including, for the avoidance of doubt, each 2025-1 New Term Loan Lender shall be a “Term Loan Commitment” for Incremental Revolving Credit Lender) holds its Pro Rata Share of all purposes under the Existing Credit Agreement and the other Credit DocumentsRevolving Loans outstanding immediately after giving effect to all such assignments, (iii) in connection with the Amendment No. 1 New Term Loan Facility foregoing, the Administrative Agent shall constitute part of the “Credit Facility” for all purposes under the Existing Credit Agreement and the other Credit Documents, and (iv) the Amendment No. 1 New Term Loans of each Amendment No. 1 New Term Lender shall each be a “New Term Loan” and “Term Loans” (and have the same terms (including with respect is hereby authorized to) take all necessary actions to Guarantees, Collateral, Applicable Margin, Initial Term Loan Maturity Date, and rights to prepayment and repayment) as the Term ensure that all Revolving Credit Lenders participate in each Revolving Credit Borrowing of Revolving Loans outstanding prior to the Amendment No. 1 Effective Date) for all purposes under the Existing Credit Agreement and the other Credit Documents; (d) all of the parties hereto agree that the Amendment No. 1 New Term Loans will, upon funding, be an increase in the Term Loans outstanding prior to the Amendment No. 1 Effective Date (after giving effect to this Amendmentthe 2025-1 Incremental Revolving Credit Commitments) on a pro rata basis (based upon the then outstanding principal amount of all Revolving Commitments held by the Revolving Credit Lenders at such time), will (iv) the 2025-1 Incremental Revolving Credit Commitments shall constitute Term Loans for all purposes a single Class of the Existing Credit Agreement, will have the same terms as the existing Term Loans, will, together Revolving Commitments with the existing Term Loans, be treated as one Class class of Term Loans, Revolving Commitments and will have an initial Interest Period ending on same day as (v) in connection with the current Interest Period for the Term Loans outstanding prior to the Amendment No. 1 Effective Date. For U.S. federal income tax purposesforegoing, the parties hereto intend to treat (i) all Amendment No. 1 New Term Loans minimum borrowing, pro rata borrowing and existing Term Loan as one fungible tranche and (ii) unless otherwise required by applicable law, none of pro rata payment requirements contained in the Borrower, the Administrative Agent or any Lender Amended Credit Agreement shall take any tax position inconsistent with clause (i) above;not apply. (e) each The 2025-1 Incremental Term Commitment of the parties hereto hereby agrees that the Administrative Agent may, in consultation with the Borrower, take any and all action as may be reasonably necessary to ensure that, 2025-1 Incremental Term Lender shall automatically terminate upon the effectiveness funding of the making of the Amendment No. 2025-1 New Incremental Term Loans by the 2025-1 Incremental Term Lender on the Second Amendment No. 1 Effective Date, all such Amendment No. 1 New Term Loans are included in each Borrowing of outstanding Initial Term Loans on a pro rata basis; and (f) by executing and delivering this Amendment, each Amendment No. 1 New Term Loan Lender hereunder shall be deemed to: (i) confirm that it has received a copy of the Existing Credit Agreement and the other Credit Documents and the exhibits thereto, together with copies of the financial statements referred to therein and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Amendment; (ii) agree that it will, independently and without reliance upon the Administrative Agent, the Collateral Agent, any other Amendment No. 1 New Term Loan Lender or any other Lender or Agent and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Existing Credit Agreement; (iii) appoint and authorize the Administrative Agent and the Collateral Agent to take such action as agent on its behalf and to exercise such powers under the Existing Credit Agreement and the other Credit Documents as are delegated to the Administrative Agent or the Collateral Agent, as the case may be, by the terms thereof, together with such powers as are reasonably incidental thereto; and (iv) agree that it will perform in accordance with their terms all of the obligations which by the terms of the Existing Credit Agreement are required to be performed by it as an Amendment No. 1 New Term Loan Lender.

Incremental Amendment. Each party hereto agrees as follows: (a) this Amendment constitutes a Joinder Agreement to the Existing Credit Agreement as referred to in Section 2.14 of the Existing Credit Agreement; (b) subject Subject to the satisfaction (or waiver in writing) of the conditions set forth in Section 4 below3 hereof, each Additional Delayed Draw Lender on the Second Amendment No. 1 Term Lender agrees, effective as of the Amendment No. 1 Effective Date (as defined below), hereby severally agrees to extend provide the Amendment No. 1 Additional Delayed Draw Term Loans Commitments in an amount set forth opposite such its name on Exhibit A hereto. The Additional Delayed Draw Term Commitments provided pursuant to this Section 2 of this Second Amendment Noshall be subject to all of the terms and conditions set forth in the Credit Agreement, including, without limitation, Sections 2.01(b) and 2.24 thereof, and the obligation of each Additional Delayed Draw Term Lender to make Delayed Draw Term Loans on the Delayed Draw Funding Date shall be subject to the satisfaction, or waiver in accordance with Section 10.05 of the Credit Agreement, of the conditions precedent set forth in Section 2.24 and 3.02 of the Credit Agreement. 1 The Additional Delayed Draw Lenders party hereto, the Agent and each Credit Party agree that this Section 2 of this Second Amendment is necessary and appropriate, in each of their reasonable opinions, to effect the provisions of Section 2.24 of the Credit Agreement and shall constitute an “Incremental Amendment” pursuant to and in accordance with Section 2.24(f) of the Credit Agreement. (b) Upon the occurrence of the Second Amendment Effective Date, each Additional Delayed Draw Lender party hereto (i) shall be obligated to establish the Additional Delayed Draw Term Lender’s name Commitments as provided in Schedule 1 attached hereto;this Section 2 of this Second Amendment on the terms, and subject to the conditions, set forth in this Second Amendment and (ii) to the extent provided in this Second Amendment, shall have the rights and obligations of a Lender thereunder and under the other applicable Credit Documents. (c) from and after Immediately upon the establishment of the Additional Delayed Draw Term Commitments on the Second Amendment No. 1 Effective Date, (i) each Amendment No. 1 New the Additional Delayed Draw Term Loan Lender Commitments shall be constitute a “New single Class of Delayed Draw Term Loan Lender” and a “Commitments with the existing Delayed Draw Term Loan Lender” for all purposes under the Existing Credit Agreement and the other Credit Documents and perform all the obligations of, and have all the rights of, a Lender thereunderCommitments, (ii) the Amendment No. 1 New Additional Delayed Draw Term Loan Commitment Commitments, as an increase to the existing Class of each Amendment No. 1 New Delayed Draw Term Loan Lender Commitments, shall be a “included as additional Delayed Draw Term Loan Commitment” for all purposes under the Existing Credit Agreement Commitments and the other Credit Documents, (iii) the Amendment No. 1 New Additional Delayed Draw Term Loan Facility Commitments shall constitute part of the “Credit Facility” for all purposes under the Existing Credit Agreement be secured by identical collateral and the other Credit Documents, and (iv) the Amendment No. 1 New Term Loans of each Amendment No. 1 New Term Lender shall each be a “New Term Loan” and “Term Loans” (and have the same guarantied on identical terms (including with respect to Guarantees, Collateral, Applicable Margin, Initial Term Loan Maturity Date, and rights to prepayment and repayment) as the existing Delayed Draw Term Loans outstanding prior to the Amendment No. 1 Effective Date) for all purposes under the Existing Credit Agreement and the other Credit Documents;Commitments. (d) all The Initial Borrower hereby designates that the entire amount of the parties hereto agree that Additional Delayed Draw Term Commitments are being incurred in reliance on the Amendment No. 1 New Term Loans will, upon funding, be an increase in the Term Loans outstanding prior to the Amendment No. 1 Effective Date (after giving effect to this Amendment), will constitute Term Loans for all purposes of the Existing Credit Agreement, will have the same terms as the existing Term Loans, will, together with the existing Term Loans, be treated as one Class of Term Loans, and will have an initial Interest Period ending on same day as the current Interest Period for the Term Loans outstanding prior to the Amendment No. 1 Effective Date. For U.S. federal income tax purposes, the parties hereto intend to treat (i) all Amendment No. 1 New Term Loans and existing Term Loan as one fungible tranche and (ii) unless otherwise required by applicable law, none of the Borrower, the Administrative Agent or any Lender shall take any tax position inconsistent with clause (i) above;Incremental Incurrence-Based Amount. (e) each The definition of “Delayed Draw Term Commitment” in Section 1.01 of the parties hereto hereby agrees that the Administrative Agent may, in consultation with the Borrower, take any and all action as may be reasonably necessary to ensure that, upon the effectiveness of the making of the Amendment No. 1 New Term Loans on the Amendment No. 1 Effective Date, all such Amendment No. 1 New Term Loans are included in each Borrowing of outstanding Initial Term Loans on a pro rata basis; and (f) by executing and delivering this Amendment, each Amendment No. 1 New Term Loan Lender hereunder shall be deemed to: (i) confirm that it has received a copy of the Existing Credit Agreement is hereby amended and the other Credit Documents and the exhibits thereto, together with copies of the financial statements referred to therein and such other documents and information restated in its entirety as it has deemed appropriate to make its own credit analysis and decision to enter into this Amendment; (ii) agree that it will, independently and without reliance upon the Administrative Agent, the Collateral Agent, any other Amendment No. 1 New Term Loan Lender or any other Lender or Agent and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Existing Credit Agreement; (iii) appoint and authorize the Administrative Agent and the Collateral Agent to take such action as agent on its behalf and to exercise such powers under the Existing Credit Agreement and the other Credit Documents as are delegated to the Administrative Agent or the Collateral Agent, as the case may be, by the terms thereof, together with such powers as are reasonably incidental thereto; and (iv) agree that it will perform in accordance with their terms all of the obligations which by the terms of the Existing Credit Agreement are required to be performed by it as an Amendment No. 1 New Term Loan Lender.follows:

Incremental Amendment. Each party hereto agrees as follows: (a) This amendment (this Amendment constitutes a “Increase Joinder”) is an Increase Joinder Agreement to the Existing Credit Agreement as referred to in Section 2.14 2.20 of the Existing Credit Agreement;, and Borrower and the Incremental Term Lender hereby agree and notify you that: (bi) the total Incremental Term Loan Commitment of the Incremental Term Lender is $50,000,000; and (ii) subject to the satisfaction of the conditions set forth in Section 4 clauses (A) through (C) below, each Amendment Nothe funding of the Incremental Term Loan will occur in one drawing upon Borrower’s request in accordance with Section 2.02 of the Credit Agreement (provided that the Increase Effective Date shall be the date hereof). 1 In the event that all or any portion of the Incremental Term Loan is not borrowed on or before the date hereof, the unborrowed portion of the Incremental Term Loan Commitment shall automatically terminate on such date unless the Incremental Term Lender agreesshall, effective as in its sole discretion, agree to an extension. (A) each of the Amendment No. 1 Effective Date (as defined below), to extend the Amendment No. 1 Term Loans conditions set forth opposite such Amendment No. 1 Term Lender’s name in Schedule 1 attached heretoSection 3.02 of the Credit Agreement shall be satisfied; (cB) from no Default shall have occurred and be continuing or would result after giving effect to the Amendment No. 1 Effective Date, (i) each Amendment No. 1 New making of the Incremental Term Loan and (C) Borrower shall have delivered or caused to be delivered any other certificates, documents and opinions reasonably requested by the Administrative Agent in connection with the making of the Incremental Term Loan. (b) Each of the Incremental Term Lender shall and Borrower hereby agrees that the Incremental Term Loan made pursuant to this Increase Joinder will be a “New Term Loan Lender” and a “any lender with an outstanding Incremental Term Loan will be a Term Lender” , in each case for any and all purposes under the Existing Credit Agreement and the other Credit Documents and perform all the obligations of, and have all the rights of, a Lender thereunder, (ii) the Amendment No. 1 New Term Loan Commitment of each Amendment No. 1 New Term Loan Lender shall be a “Term Loan Commitment” for all purposes under the Existing Credit Agreement and the other Credit Documents, (iii) the Amendment No. 1 New Term Loan Facility shall constitute part of the “Credit Facility” for all purposes under the Existing Credit Agreement and the other Credit DocumentsAgreement, and (ivA) shall rank pari passu in right of payment and right of security in respect of the Amendment No. 1 New Collateral with the existing Term Loans of each Amendment No. 1 New Term Lender and (B) shall each be a “New Term Loan” and “Term Loans” (and have the same terms (including with respect to Guarantees, Collateral, Applicable Margin, Initial Term Loan Maturity Date, and rights to prepayment and repayment) as the Term Loans outstanding prior to the Amendment No. 1 Effective Date) for all purposes under the Existing Credit Agreement and the other Credit Documents; (d) all of the parties hereto agree that the Amendment No. 1 New Term Loans will, upon funding, be an increase in the Term Loans outstanding prior to the Amendment No. 1 Effective Date (after giving effect to this Amendment), will constitute Term Loans for all purposes of the Existing Credit Agreement, will have the same terms as the existing Term Loans, will, together with the existing Term Loans, be treated as one Class of Term Loans, and will have an initial Interest Period ending on same day as the current Interest Period for the Term Loans outstanding existing immediately prior to the Amendment No. 1 Effective Date. For U.S. federal income tax purposeseffectiveness of this Increase Joinder after giving effect to the First Amendment, except that the parties hereto intend to treat (i) all Amendment No. 1 New Borrower shall make quarterly principal payments on the Incremental Term Loans and existing Term Loan as one fungible tranche and (ii) unless otherwise required by applicable law, none in an amount equal to 0.25% of the Borroweraggregate amount of Incremental Term Loans borrowed, payable on the Administrative Agent or any Lender shall take any tax position inconsistent with clause (i) above;last Business Day of each quarter, commencing on June 30, 2006. (ec) each of the parties hereto hereby Borrower covenants and agrees that the Administrative Agent may, in consultation with the Borrower, take any and all action as may be reasonably necessary to ensure that, upon the effectiveness proceeds of the making of the Amendment No. 1 New Term Loans on the Amendment No. 1 Effective Date, all such Amendment No. 1 New Term Loans are included in each Borrowing of outstanding Initial Term Loans on a pro rata basis; and (f) by executing and delivering this Amendment, each Amendment No. 1 New Incremental Term Loan Lender hereunder shall be deemed to: (i) confirm that it has received a copy of the Existing Credit Agreement and the other Credit Documents and the exhibits thereto, together with copies of the financial statements referred to therein and such other documents and information used by Borrower as it has deemed appropriate to make its own credit analysis and decision to enter into this Amendment; (ii) agree that it will, independently and without reliance upon the Administrative Agent, the Collateral Agent, any other Amendment No. 1 New Term Loan Lender or any other Lender or Agent and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Existing Credit Agreement; (iii) appoint and authorize the Administrative Agent and the Collateral Agent to take such action as agent on its behalf working capital and to exercise such powers under the Existing Credit Agreement pay related fees and the other Credit Documents as are delegated to the Administrative Agent or the Collateral Agent, as the case may be, by the terms thereof, together with such powers as are reasonably incidental thereto; and (iv) agree that it will perform in accordance with their terms all of the obligations which by the terms of the Existing Credit Agreement are required to be performed by it as an Amendment No. 1 New Term Loan Lenderexpenses.

Incremental Amendment. Each party hereto agrees Commitments in respect of Incremental Term Loans and Revolving Commitment Increases and Additional Revolving Commitments hereunder shall become Commitments (or in the case of a Revolving Commitment Increase to be provided by an existing Revolving Credit Lender, an increase in such Lender’s applicable Revolving Credit Commitment), under this Agreement pursuant to an amendment (an “Incremental Amendment”) to this Agreement and, as follows: (a) this Amendment constitutes a Joinder Agreement to appropriate, the Existing Credit Agreement as referred to in Section 2.14 of other Loan Documents, executed by the Existing Credit Agreement; (b) subject to the satisfaction of the conditions set forth in Section 4 belowLead Borrower, each Incremental Lender providing such Commitments and the Administrative Agent. The Incremental Amendment No. 1 Term Lender agreesmay, effective as without the consent of the Amendment No. 1 Effective Date (as defined below)any other Loan Party, Agent or Lender, effect such amendments to extend the Amendment No. 1 Term Loans set forth opposite such Amendment No. 1 Term Lender’s name in Schedule 1 attached hereto; (c) from and after the Amendment No. 1 Effective Date, (i) each Amendment No. 1 New Term Loan Lender shall be a “New Term Loan Lender” and a “Term Loan Lender” for all purposes under the Existing Credit this Agreement and the other Credit Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Lead Borrower and perform all the obligations ofAdministrative Agent, to effect the provisions of this Section 2.14. The Borrowers will use the proceeds of the Incremental Term Loans, Additional Revolving Loans and have all Revolving Commitment Increases as determined by the rights ofLead Borrower and the Lenders providing such Incremental Term Loans and Revolving Commitment Increases, a Lender thereunder, (ii) subject to such use otherwise being permitted under the Amendment Noterms of this Agreement. 1 New Term Loan Commitment of each Amendment No. 1 New Term Loan No Lender shall be a “Term Loan Commitment” for all purposes under the Existing Credit Agreement and the other Credit Documents, (iii) the Amendment No. 1 New Term Loan Facility shall constitute part of the “Credit Facility” for all purposes under the Existing Credit Agreement and the other Credit Documents, and (iv) the Amendment No. 1 New obligated to provide any Incremental Term Loans or Revolving Commitment Increases, unless it so agrees. (g) Reallocation of each Amendment NoRevolving Credit Exposure. 1 New Term Lender shall each be a “New Term Loan” and “Term Loans” (and have the same terms (including with respect to Guarantees, Collateral, Applicable Margin, Initial Term Loan Maturity Date, and rights to prepayment and repayment) as the Term Loans outstanding prior to the Amendment No. 1 Effective Date) for all purposes under the Existing Credit Agreement and the other Credit Documents; (d) all of the parties hereto agree that the Amendment No. 1 New Term Loans will, upon funding, be Upon any Incremental Facility Closing Date on which Revolving Commitment Increases or Additional Revolving Commitments are effected through an increase in the Term Revolving Credit Commitment are added hereunder pursuant to this Section 2.14, (a) if the increase relates to the Revolving Credit Facility, each of the Revolving Credit Lenders shall assign to each of the Incremental Revolving Credit Lenders, and each of the Incremental Revolving Credit Lenders shall purchase from each of the Revolving Credit Lenders, at the principal amount thereof, such interests in the Incremental Revolving Loans outstanding prior to the Amendment No. 1 Effective on such Incremental Facility Closing Date (as shall be necessary in order that, after giving effect to this Amendment)all such assignments and purchases, such Revolving Credit Loans will constitute Term Loans be held by existing Revolving Credit Lenders and Incremental Revolving Credit Lenders ratably in accordance with their Revolving Credit Commitments after giving effect to the addition of such Revolving Commitment Increases to the Revolving Credit Commitments, (b) each Revolving Commitment Increase shall be deemed for all purposes of the Existing a Revolving Credit AgreementCommitment and each Loan made thereunder shall be deemed, will have the same terms as the existing Term Loansfor all purposes, will, together with the existing Term Loans, be treated as one Class of Term Loansa Revolving Credit Loan, and will have an initial Interest Period ending on same day as the current Interest Period for the Term Loans outstanding prior (c) each Incremental Revolving Credit Lender shall become a Lender with respect to the Amendment No. 1 Effective Date. For U.S. federal income tax purposes, the parties hereto intend to treat (i) all Amendment No. 1 New Term Loans and existing Term Loan as one fungible tranche and (ii) unless otherwise required by applicable law, none of the Borrower, the Administrative Agent or any Lender shall take any tax position inconsistent with clause (i) above; (e) each of the parties hereto hereby agrees that the Administrative Agent may, in consultation with the Borrower, take any Revolving Commitment Increases and all action as may be reasonably necessary to ensure that, upon the effectiveness of the making of the Amendment Nomatters relating thereto. 1 New Term Loans on the Amendment No. 1 Effective Date, all such Amendment No. 1 New Term Loans are included in each Borrowing of outstanding Initial Term Loans on a pro rata basis; and (f) by executing and delivering this Amendment, each Amendment No. 1 New Term Loan Lender hereunder shall be deemed to: (i) confirm that it has received a copy of the Existing Credit Agreement and the other Credit Documents and the exhibits thereto, together with copies of the financial statements referred to therein and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Amendment; (ii) agree that it will, independently and without reliance upon the Administrative Agent, the Collateral Agent, any other Amendment No. 1 New Term Loan Lender or any other Lender or Agent and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Existing Credit Agreement; (iii) appoint and authorize the The Administrative Agent and the Collateral Agent to take such action as agent on its behalf Lenders hereby agree that the minimum borrowing, pro rata borrowing and to exercise such powers under the Existing Credit pro rata payment requirements contained elsewhere in this Agreement and the other Credit Documents as are delegated shall not apply to the Administrative Agent or transactions effected pursuant to the Collateral Agent, as the case may be, by the terms thereof, together with such powers as are reasonably incidental thereto; and (iv) agree that it will perform in accordance with their terms all of the obligations which by the terms of the Existing Credit Agreement are required to be performed by it as an Amendment No. 1 New Term Loan Lenderimmediately preceding sentence.

Incremental Amendment. Each party hereto agrees as follows: (a) this Amendment (i) constitutes a Joinder Agreement to the Existing Credit Agreement an Incremental Term Loan Amendment as referred to in Section 2.14 2.05(c) of the Existing Credit Agreement and (ii) is deemed to satisfy the notice requirements with respect to the establishment of Incremental Term Loans required pursuant to 2.05(a) of the Credit Agreement; (b) subject to the satisfaction of the conditions set forth in Section 4 below, each Amendment No. 1 Term Lender 12 ▇▇▇▇ ▇▇▇▇▇▇ agrees, effective as of the Amendment No. 1 12 Effective Date (as defined below)Date, to extend the Amendment No. 1 12 Term Loans set forth opposite such Amendment No. 1 Term Lender12 ▇▇▇▇ ▇▇▇▇▇▇’s name in Schedule 1 II attached hereto; (c) from and after the Amendment No. 1 12 Effective Date, (i) each Amendment No. 1 New 12 Term Loan Lender shall be a an “New Incremental Term Loan Lender” and a “Term Loan Lender” for all purposes under the Existing Amended Credit Agreement and the other Credit Loan Documents and perform all the obligations of, and have all the rights of, a Lender thereunder, (ii) each of the Amendment No. 1 New 12 Term Loan Commitment Commitments of each Amendment No. 1 New 12 Term Loan Lender shall be a “Term Loan Commitment” for all purposes under the Existing Amended Credit Agreement and the other Credit Documents, Loan Documents and (iii) the Amendment No. 1 New Term Loan Facility shall constitute part of the “Credit Facility” for all purposes under the Existing Credit Agreement and the other Credit Documents, and (iv) the Amendment No. 1 New 12 Term Loans of each Amendment No. 1 New 12 Term Lender shall each be an “Incremental Term Loan”, a “New Term Loan” and a “Term LoansB-7 Loan” (and have the same terms (including with respect to Guarantees, Collateral, Applicable Margin, Initial Term Loan Maturity Date, and rights to prepayment and repayment) as the Term B-7 Loans outstanding prior to the Amendment No. 1 12 Effective DateDate (the “Existing Term Loans”)) for all purposes under the Existing Amended Credit Agreement and the other Credit Loan Documents;; and (d) all The Amendment No. 12 Term Loans shall be made as a single Borrowing of the parties hereto agree Term Loans denominated in Dollars, with an initial Interest Period that commences on the Amendment No. 1 New Term Loans will, upon funding, be an increase in 12 Effective Date and ends on the Term Loans outstanding prior last day of the Interest Period applicable to the Amendment No. 1 Effective Date (after giving effect to this Amendment), will constitute Term Loans for all purposes of the Existing Credit Agreement, will have the same terms as the existing Term Loans, will, together with the existing Term Loans, be treated as one Class of Term Loans, and will have an initial Interest Period ending on same day as the current Interest Period for the Term Loans outstanding prior to the Amendment No. 1 Effective Date. For U.S. federal income tax purposes, the parties hereto intend to treat (i) all Amendment No. 1 New Term Loans and existing Term Loan as one fungible tranche and (ii) unless otherwise required by applicable law, none of the Borrower, the Administrative Agent or any Lender shall take any tax position inconsistent with clause (i) above; (e) each of the parties hereto hereby agrees that the Administrative Agent may, in consultation with the Borrower, take any and all action as may be reasonably necessary to ensure that, upon the effectiveness of the making of the Amendment No. 1 New Term Loans on the Amendment No. 1 12 Effective Date. During such initial Interest Period, the Yield applicable to the Amendment No. 12 Term Loans shall be the same as the Yield (other than the issue price) applicable for the Existing Term Loans as of the Amendment No. 12 Effective Date. From and after the Amendment No. 12 Effective Date, all such the Term B-7 Loans and the Amendment No. 1 New 12 Term Loans are included in each shall constitute a single Class and a single Borrowing of outstanding Initial Term Loans on a pro rata basis; and (f) by executing and delivering this Amendment, each Amendment No. 1 New Term Loan Lender hereunder shall be deemed to: (i) confirm that it has received a copy of the Existing Credit Agreement and the other Credit Documents and the exhibits thereto, together with copies of the financial statements referred to therein and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Amendment; (ii) agree that it will, independently and without reliance upon the Administrative Agent, the Collateral Agent, any other Amendment No. 1 New Term Loan Lender or any other Lender or Agent and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action for all purposes under the Existing Amended Credit Agreement; (iii) appoint and authorize the Administrative Agent and the Collateral Agent to take such action as agent on its behalf and to exercise such powers under the Existing Credit Agreement and the other Credit Documents as are delegated to the Administrative Agent or the Collateral Agent, as the case may be, by the terms thereof, together with such powers as are reasonably incidental thereto; and (iv) agree that it will perform in accordance with their terms all of the obligations which by the terms of the Existing Credit Agreement are required to be performed by it as an Amendment No. 1 New Term Loan Lender.

Incremental Amendment. Each party hereto agrees Subject to the satisfaction of the conditions precedent set forth in Section 6 below, the Borrower, the Guarantors, the 2023 Incremental Revolving Lenders, each Issuing Bank and Agent hereby agree as follows: (a) this Amendment constitutes a Joinder Agreement to The Borrower is requesting 2023 Incremental Revolving Commitments in the Existing Credit Agreement as referred to in aggregate principal amount of $203,750,000 from the 2023 Incremental Revolving Lenders pursuant to, and on the terms set forth in, Section 2.14 2.19 of the Existing Credit Agreement; (b) subject to the satisfaction of the conditions set forth in Section 4 below, each Amendment No. 1 Term Lender agrees, effective as of the Ninth Amendment NoEffective Time. 1 The full principal amount of such 2023 Incremental Revolving Commitments is being incurred in reliance on clause (i)(y)(A) of the first proviso of Section 2.19(a) under the Credit Agreement. (b) Each 2023 Incremental Revolving Lender agrees, severally and not jointly, to provide to the Borrower its 2023 Incremental Revolving Commitments as a Revolving Commitment Increase under the Amended Credit Agreement commencing as of the Ninth Amendment Effective Time in an amount equal to such 2023 Incremental Revolving Lender’s 2023 Incremental Revolving Commitments as set forth on Schedule 2.01 hereto, and to make Revolving Loans to the Borrower under the Amended Credit Agreement, in each case, at any time and from time to time on and after the Ninth Amendment Effective Time until the earlier of the Revolving Maturity Date and the termination of the Revolving Commitment of such 2023 Incremental Revolving Lender in accordance with the terms of the Amended Credit Agreement, in an aggregate principal amount at any time outstanding not to exceed such 2023 Incremental Revolving Lender’s 2023 Incremental Revolving Commitment. Concurrent with the Ninth Amendment Effective Time, after giving effect to the Revolving Commitment Increase pursuant to the 2023 Incremental Revolving Commitments, (x) in accordance with Section 2.19(g) of the Credit Agreement, each Revolving Lender holding Revolving Commitments immediately prior to such Revolving Commitment Increase (each such Revolving Lender, an “Existing Revolving Lender”) that has Revolving Exposure with respect to Revolving Loans that are outstanding under its Existing Revolving Commitments as defined belowof immediately prior to the Ninth Amendment Effective Time (the “Existing Revolving Loans”), will, pursuant to extend Section 2.19(g), assign to each 2023 Incremental Revolving Lender, and each 2023 Incremental Revolving Lender shall purchase from such Existing Revolving Lender, at the principal amount thereof, such interests in the Existing Revolving Loans outstanding as of immediately prior to the Ninth Amendment No. 1 Term Effective Time as shall be necessary in order that, after giving effect to all such assignments and purchases under this clause (x), and taking into account all Credit Extensions of Revolving Loans set forth opposite made as of the Ninth Amendment Effective Time, such Amendment No. 1 Term Existing Revolving Loans will be held by Existing Revolving Lenders and 2023 Incremental Revolving Lenders ratably in accordance with their Revolving Commitments after giving effect to the Revolving Commitment Increase pursuant to the 2023 Incremental Revolving Commitments and (y) the LC Exposure of each Revolving Lender shall be based on such Revolving Lender’s name in Schedule 1 attached hereto;Pro Rata Share (for the avoidance of doubt, determined after giving effect to the Revolving Commitment Increase pursuant to the 2023 Incremental Revolving Commitments) of the aggregate LC Exposure. The Administrative Agent and each Issuing Bank hereby consent to each 2023 Incremental Revolving Lender to the extent required pursuant to Section 2.19 and/or Section 10.04 under the Credit Agreement. (c) from The Existing Revolving Commitments and after the Amendment No. 1 Effective Date2023 Incremental Revolving Commitments shall be deemed to be, and treated as, part of a single Class of Revolving Commitments (and any Revolving Loans made pursuant to the Existing Revolving Commitments and the 2023 Incremental Revolving Commitments shall be deemed to be, and treated as, part of a single Class of Revolving Loans). (d) For the avoidance of doubt, (i) the loans made pursuant to the 2023 Incremental Revolving Commitments shall be deemed to be “Loans” and “Revolving Loans”, (ii) each Amendment No. 1 New Term Loan 2023 Incremental Revolving Lender shall be deemed to be a “New Term Loan Lender” and a “Term Loan Revolving Lender” for all purposes under the Existing Credit Agreement and the other Credit Documents and perform all the obligations of, and have all the rights of, a Lender thereunder, (ii) the Amendment No. 1 New Term Loan Commitment of each Amendment No. 1 New Term Loan Lender shall be a “Term Loan Commitment” for all purposes under the Existing Credit Agreement and the other Credit Documents, (iii) the Amendment No. 1 New Term Loan Facility 2023 Incremental Revolving Commitments shall constitute part of the “Credit Facility” for all purposes under the Existing Credit Agreement and the other Credit Documents, and (iv) the Amendment No. 1 New Term Loans of each Amendment No. 1 New Term Lender shall each be deemed to be a “New Term LoanIncremental Revolving Commitment”, a “Revolving Commitment Increase” and a “Term Loans” Revolving Commitment”. (and have e) For the same terms (including with respect to Guaranteesavoidance of doubt, Collateral, Applicable Margin, Initial Term Loan Maturity Datethe 2023 Incremental Revolving Commitments, and rights to prepayment and repayment) as the Term Revolving Loans outstanding prior to the Amendment No. 1 Effective Date) for all purposes under the Existing Credit Agreement and the other Credit Documents; (d) all of the parties hereto agree that the Amendment No. 1 New Term Loans willmade in connection therewith, upon funding, be an increase in the Term Loans outstanding prior to the Amendment No. 1 Effective Date (after giving effect to this Amendment), will constitute Term Loans for all purposes of the Existing Credit Agreement, will shall have the same terms as the existing Term LoansExisting Revolving Commitments and the Revolving Loans made in connection therewith, will, together with the existing Term Loans, be treated as one Class of Term Loansapplicable, and will have an initial Interest Period ending on same day shall bear interest and Commitment Fees, as applicable, as provided for in the current Interest Period for Amended Credit Agreement with respect to Revolving Loans and Revolving Commitments, respectively. The parties hereto hereby agree that, notwithstanding anything in the Term Loans outstanding prior Amended Credit Agreement to the Amendment No. 1 Effective Date. For U.S. federal income tax purposes, the parties hereto intend to treat (i) all Amendment No. 1 New Term Loans and existing Term Loan as one fungible tranche and (ii) unless otherwise required by applicable law, none of the Borrowercontrary, the Administrative Agent or any Lender shall is hereby authorized to take any tax position inconsistent with clause (i) above; (e) each of the parties hereto hereby agrees that the Administrative Agent may, in consultation with the Borrower, take any and all action actions as it may reasonably deem to be reasonably necessary to ensure that, upon that the effectiveness of the making of the Amendment No. 1 New Term Loans on the Amendment No. 1 Effective Date, all such Amendment No. 1 New Term Loans are included in each Borrowing of outstanding Initial Term Loans on 2023 Incremental Revolving Commitments constitute a pro rata basis; andRevolving Commitment Increase. (f) by executing and delivering this Amendment, each This Amendment No. 1 New Term Loan Lender hereunder shall be deemed to: (i) confirm that it has received a copy of the Existing Credit Agreement and the other Credit Documents and the exhibits thereto, together with copies of the financial statements referred to therein and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Amendment; (ii) agree that it will, independently and without reliance upon the Administrative Agent, the Collateral Agent, any other Amendment No. 1 New Term Loan Lender or any other Lender or Agent and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Existing Credit Agreement; (iii) appoint and authorize the Administrative Agent and the Collateral Agent to take such action as agent on its behalf and to exercise such powers under the Existing Credit Agreement and the other Credit Documents as are delegated constitute notice to the Administrative Agent or the Collateral Agent, as the case may be, by the terms thereof, together with such powers as are reasonably incidental thereto; and (ivBorrower requesting the 2023 Incremental Revolving Commitments pursuant to Section 2.19(a) agree that it will perform in accordance with their terms all of the obligations which by Credit Agreement, and, for the terms avoidance of doubt, shall satisfy such notice requirement set forth in Section 2.19(a) of the Existing Credit Agreement are required to be performed by it as an Amendment No. 1 New Term Loan LenderAgreement.

Incremental Amendment. Each party hereto agrees as follows: (a) this Amendment constitutes a Joinder Agreement to the Existing Credit Agreement as referred to in Section 2.14 of the Existing Credit Agreement; (b) subject to the satisfaction of the conditions set forth in Section 4 below, each Amendment No. 1 Term Lender agrees, effective a. On and as of the Incremental Amendment No. 1 Effective Date (as defined below), to extend the Amendment No. 1 party hereto providing the Incremental Term Loans Loan Commitment (as defined below) as indicated on Annex I hereto (the “Incremental Term Loan Lender”) hereby provides the Incremental Term Loan Commitment set forth opposite such Amendment No. 1 its name on Annex I attached hereto (it being agreed that the Incremental Term Lender’s name in Schedule 1 attached hereto; Loans (cas defined below) from shall be funded at 99.75% of the principal amount thereof, and after notwithstanding said discount all calculations hereunder and under the Amendment No. 1 Effective DateCredit Agreement with respect to the Incremental Term Loans, including the accrual of interest and the repayment or prepayment of principal, shall be based on 100% of the stated principal amount thereof) on the terms and subject to the conditions provided for herein (i) each Amendment No. 1 New the “Incremental Term Loan Lender Commitment” and the loans to be made in respect thereof subject to the terms and conditions provided for herein, the “Incremental Term Loans”). The Incremental Term Loans shall be a “New provided in accordance with, and be subject to all of the terms and conditions set forth in, the Credit Agreement (including, without limitation, Section 2.14 thereof). b. The Incremental Term Loan Lender” , Holdings and a “the Borrowers acknowledge and agree that upon the incurrence of Incremental Term Loans pursuant to the Incremental Term Loan Lender” Commitment, such loans shall constitute Initial Term Loans (and Term Loans and Loans) for all purposes under of the Existing Credit Agreement and the other Credit Documents applicable Loan Documents. It is understood and perform all agreed that on the obligations of, and have all the rights of, a Lender thereunder, (ii) the Amendment No. 1 New Term Loan Commitment of each Amendment No. 1 New Term Loan Lender shall be a “Term Loan Commitment” for all purposes under the Existing Credit Agreement and the other Credit Documents, (iii) the Amendment No. 1 New Term Loan Facility shall constitute part of the “Credit Facility” for all purposes under the Existing Credit Agreement and the other Credit Documents, and (iv) the Amendment No. 1 New Term Loans of each Amendment No. 1 New Term Lender shall each be a “New Term Loan” and “Term Loans” (and have the same terms (including with respect to Guarantees, Collateral, Applicable Margin, Initial Term Loan Maturity Date, and rights to prepayment and repayment) as the Term Loans outstanding prior to the Amendment No. 1 Effective Date) for all purposes under the Existing Credit Agreement and the other Credit Documents; (d) all of the parties hereto agree that the Amendment No. 1 New Term Loans will, upon funding, be an increase in the Term Loans outstanding prior to the Amendment No. 1 Effective Date (after giving effect to this Amendment), will constitute Term Loans for all purposes of the Existing Credit Agreement, will have the same terms as the existing Term Loans, will, together with the existing Term Loans, be treated as one Class of Term Loans, and will have an initial Interest Period ending on same day as the current Interest Period for the Term Loans outstanding prior to the Amendment No. 1 Effective Date. For U.S. federal income tax purposes, the parties hereto intend to treat (i) all Amendment No. 1 New Term Loans and existing Term Loan as one fungible tranche and (ii) unless otherwise required by applicable law, none of the Borrower, the Administrative Agent or any Lender shall take any tax position inconsistent with clause (i) above; (e) each of the parties hereto hereby agrees that the Administrative Agent may, in consultation with the Borrower, take any and all action as may be reasonably necessary to ensure that, upon the effectiveness date of the making of the Amendment No. 1 New Incremental Term Loans, and notwithstanding anything to the contrary set forth in Section 2.02 of the Credit Agreement, the Incremental Term Loans on the Amendment No. 1 Effective Date, all such Amendment No. 1 New shall be added to (and form part of) each Term Loans are included in each Borrowing of outstanding Initial Term Loans on a pro rata basis; andbasis (based on the relative sizes of the various outstanding Term Borrowings), so that each Lender of Term Loans will participate proportionately in each then outstanding Borrowing of Term Loans. (f) by executing c. The Incremental Term Loan Lender, Holdings and delivering the Borrowers agree to the terms and conditions set forth herein in respect of the Incremental Term Loan Commitment provided pursuant to this Incremental Amendment, each Amendment No. 1 New . d. The Incremental Term Loan Lender hereunder shall be deemed to: (i) confirm confirms that it has received a copy of the Existing Credit Agreement and the other Credit Documents and the exhibits theretoLoan Documents, together with copies of the financial statements referred to therein therein, and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Amendment; Incremental Amendment and to become a Lender under the Credit Agreement, (ii) agree agrees that it will, independently and without reliance upon the Administrative Agent, the Collateral Agent, any other Amendment No. 1 New Term Loan Lender Incremental Arrangers or any other Lender or Agent and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Existing Credit Agreement; Agreement and the other Loan Documents, (iii) appoint acknowledges and authorize agrees that no fiduciary or advisory relationship between the Administrative Agent and/or the Incremental Arrangers, on the one hand, and the Collateral Incremental Term Loan Lender, on the other hand, is intended to be or has been created in respect of any of the transactions contemplated by this Incremental Amendment, (iv) acknowledges and agrees that the Incremental Term Loan Lender is capable of evaluating and understanding, and it understands and accepts, the terms, risks and conditions of the transactions contemplated by this Incremental Amendment, (v) acknowledges and agrees that the Administrative Agent, the Incremental Arrangers or any of their respective Affiliates may have received fees or other compensation from Holdings or any of its Affiliates in connection with this Incremental Amendment which may or may not be publicly disclosed and such fees or compensation do not affect the Incremental Term Loan Lender’s independent credit decision to enter into the transactions contemplated by this Incremental Amendment, (vi) acknowledges and agrees that notwithstanding that no fiduciary or similar relationship exists between the Administrative Agent and/or the Incremental Arrangers, on the one hand, and the Incremental Term Loan Lender, on the other hand, the Incremental Term Loan Lender hereby waives, to the fullest extent permitted by law, any claims it may have against the Administrative Agent, the Incremental Arrangers or their respective Affiliates for breach of fiduciary duty or alleged breach of fiduciary duty and agrees that the Administrative Agent, the Incremental Arrangers and their respective Affiliates shall have no liability (whether direct or indirect) to the Incremental Term Loan Lender in respect of such a fiduciary duty claim or to any Person asserting a fiduciary duty claim on behalf of or in right of the Incremental Term Loan Lender, including the Incremental Term Loan Lender’s stockholders, employees or creditors, (vii) appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers under the Existing Credit Agreement and the other Credit Loan Documents as are delegated to the Administrative Agent or the Collateral Agent, as the case may be, by the terms thereof, together with such powers as are reasonably incidental thereto; thereto and (ivviii) agree agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Existing Credit Agreement and the other Loan Documents are required to be performed by it as a Lender or a Term Lender. e. Upon (x) the occurrence of the Incremental Amendment Effective Date and (y) the satisfaction (or waiver as provided for therein) of the conditions precedent set forth in Section 7 below, the Incremental Term Loan Lender (i) shall be obligated to make the Incremental Term Loans committed to be made by it as provided in this Incremental Amendment on the date such conditions are so satisfied (or waived), on the terms, and subject to the conditions, set forth in the Credit Agreement and in this Incremental Amendment and (ii) to the extent provided in this Incremental Amendment, shall have the rights and obligations of a Lender and a Term Lender thereunder and under the other applicable Loan Documents; provided that (x) if the conditions precedent set forth in Section 7 below are not satisfied (or waived) on or prior to November 10, 2016 (the “Incremental Commitment Termination Date”), then the Incremental Term Loan Commitment shall immediately terminate and the Incremental Term Loan Lender shall have no further obligation hereunder to make Incremental Term Loans to the Borrowers and (y) only one drawing of Incremental Term Loans may be made by the Borrowers on or prior to the Incremental Commitment Termination Date. f. The Borrowers acknowledge and agree that (i) they shall be liable for all Obligations with respect to the Incremental Term Loan Commitment provided hereby, including, without limitation, all Incremental Term Loans made pursuant hereto and (ii) all such Obligations (including all such Incremental Term Loans) shall be entitled to the benefits of the Collateral Documents and each Guaranty. g. Each Guarantor acknowledges and agrees that all Obligations with respect to the Incremental Term Loan Commitment provided hereby and all Incremental Term Loans made pursuant thereto (i) shall be fully guaranteed pursuant to their respective Guaranties as, and to the extent, provided therein and in the Credit Agreement and shall constitute Guaranteed Obligations under and as defined in the Guaranties and (ii) are fully secured by the Collateral Documents and shall be entitled to the benefits of their respective Collateral Documents as, and to the extent, provided therein and in the Credit Agreement and shall constitute Secured Obligations under and as defined in the Security Agreement. h. The Incremental Term Loans to be made as provided in this Incremental Amendment shall constitute an increase in the existing Term Loan Tranche outstanding under the Credit Agreement and shall be on the same terms as, and become part of, the existing Term Loan Tranche under the Credit Agreement. The Borrowers hereby unconditionally promise to repay the Term Loans (including the Incremental Term Loans) in accordance with the schedule of installment payments set forth in Section 2.07(a) of the Credit Agreement (after giving effect to the amendments thereto effected hereby and as the same may be further adjusted in accordance with the provisions of the Credit Agreement). Interest will begin accruing on the Incremental Term Loans on the Incremental Loan Funding Date (as defined below). i. On and as of the date of the funding of the Incremental Term Loans to the Borrowers hereunder (the “Incremental Loan Funding Date”), the Borrowers and the other parties hereto agree that (i) unless the context clearly requires otherwise, the Incremental Term Loan Lender will be deemed to be a “Lender” for all purposes of the Credit Agreement and the other Loan Documents (and each reference therein to the “Lenders” will be deemed to include the Incremental Term Loan Lender), (ii) unless the context clearly requires otherwise, the definitions of the terms “Initial Term Loans”, “Term Loans”, “Loans” and “Term Facility” shall be deemed modified to include the Incremental Term Loans, (iii) Section 1.01 of the Credit Agreement is hereby amended by inserting the following definition in appropriate alphabetical order therein: “Amendment No. 1 New Term Loan Lender2” means Amendment No. 2, dated as of November 10, 2016, to this Agreement, (iv) Section 1.01 of the Credit Agreement is hereby amended by inserting the following definition in appropriate alphabetical order therein: “Amendment No. 2 Effective Date” means November 10, 2016 and (v) Section 2.07(a) of the Credit Agreement shall be deleted in its entirety and be replaced with the new Section 2.07(a) contained in Annex II hereto.

Incremental Amendment. Each party hereto agrees as follows: (a) this This Incremental Amendment constitutes a Joinder Agreement to the Existing Credit Agreement as referred to is an “Incremental Amendment” referenced in Section 2.14 2.09(e) of the Existing Credit Term Loan Agreement; (b) subject to . Borrowers, the Administrative Agent and the No. 1 Incremental Term Lenders hereby agree that the No. 1 Incremental Term Commitments shall become effective upon the satisfaction of the conditions set forth in Section 4 below3 hereof (the date on which such conditions are satisfied, each the “Incremental Amendment Effective Date”). On the Incremental Amendment Effective Date immediately after the establishment of the No. 1 Incremental Term Lender agreesCommitments, effective as of the Amendment each No. 1 Effective Date (as defined below)Incremental Term Lender shall, to extend the Amendment on a several basis, make No. 1 Incremental Term Loans to the Borrowers in the principal amount set forth opposite such Amendment No. 1 Incremental Term Lender’s name in on Schedule 1 attached A hereto; (c) from and after ; provided that the Amendment Borrowers agree that each No. 1 Effective Date, (i) each Amendment Incremental Term Lender’s obligation to make a No. 1 New Incremental Term Loan Lender to the Borrowers as provided in this Incremental Amendment shall be a “New Term Loan Lender” and a “Term Loan Lender” for all purposes under satisfied by the Existing Credit Agreement and the other Credit Documents and perform all the obligations of, and have all the rights of, a Lender thereunder, (ii) the Amendment deemed delivery by such No. 1 New Incremental Term Loan Commitment Lender of each Amendment 100% of the proceeds of the No. 1 New Incremental Term Loan Lender shall be a “Term Loan Commitment” for all purposes under the Existing Credit Agreement and the other Credit Documents, (iii) the Amendment Loans of such No. 1 New Incremental Term Loan Facility shall constitute part of Lender to the “Credit Facility” for all purposes under the Existing Credit Agreement and the other Credit Documents, and (iv) the Amendment No. 1 New Term Loans Note Sellers (as defined in Section 3 hereof) as specified in the applicable Borrowing Request in satisfaction of each Amendment the payment of the purchase price owed to such Note Seller under the Note Purchase Agreement. The No. 1 New Incremental Term Lender Commitments shall each be a “New Term Loan” and “Term Loans” (and have the same terms (including with respect decreased to Guarantees, Collateral, Applicable Margin, Initial Term Loan Maturity Date, and rights to prepayment and repayment) as the Term Loans outstanding prior to the Amendment No. 1 Effective Date) for all purposes under the Existing Credit Agreement and the other Credit Documents; (d) all of the parties hereto agree that the Amendment No. 1 New Term Loans will, upon funding, be an increase in the Term Loans outstanding prior to the Amendment No. 1 Effective Date ($0 immediately after giving effect to this Amendment), will constitute Term Loans for all purposes of the Existing Credit Agreement, will have the same terms as the existing Term Loans, will, together with the existing Term Loans, be treated as one Class of Term Loans, and will have an initial Interest Period ending on same day as the current Interest Period for the Term Loans outstanding prior to the Amendment No. 1 Effective Date. For U.S. federal income tax purposes, the parties hereto intend to treat (i) all Amendment No. 1 New Incremental Term Loans and existing Term Loan as one fungible tranche and (ii) unless otherwise required contemplated by applicable law, none of the Borrower, the Administrative Agent or any Lender shall take any tax position inconsistent with clause (i) above;preceding sentence. (eb) each of the parties hereto hereby agrees that the Administrative Agent mayBorrowers, in consultation with the Borrower, take any and all action as may be reasonably necessary to ensure that, upon the effectiveness of the making of the Amendment No. 1 New Term Loans on the Amendment No. 1 Effective Date, all such Amendment No. 1 New Term Loans are included in each Borrowing of outstanding Initial Term Loans on a pro rata basis; and (f) by executing and delivering this Amendment, each Amendment No. 1 New Term Loan Lender hereunder shall be deemed to: (i) confirm that it has received a copy of the Existing Credit Agreement and the other Credit Documents and the exhibits thereto, together with copies of the financial statements referred to therein and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Amendment; (ii) agree that it will, independently and without reliance upon the Administrative Agent, the Collateral Agent, any other Amendment No. 1 New Term Loan Lender or any other Lender or Agent and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Existing Credit Agreement; (iii) appoint and authorize the Administrative Agent and the Collateral Agent to take such action as agent on its behalf and to exercise such powers under the Existing Credit Agreement and the other Credit Documents as are delegated to the Administrative Agent or the Collateral Agent, as the case may be, by the terms thereof, together with such powers as are reasonably incidental thereto; and (iv) agree that it will perform in accordance with their terms all of the obligations which by the terms of the Existing Credit Agreement are required to be performed by it as an Amendment No. 1 New Incremental Term Lenders hereby agree that the No. 1 Incremental Term Loans shall have terms identical to those of the Loans outstanding under the Term Loan Lender.Agreement immediately prior to the Incremental Amendment Effective Date (the “Existing Term Loans”). After giving effect hereto on the Incremental Amendment Effective Date, the No. 1 Incremental Term Loans shall be deemed to be Loans and the Loans shall be deemed increased by the amount of the No. 1

Incremental Amendment. Each party hereto agrees as follows: (a) this Amendment constitutes a Joinder Agreement to the Existing Credit Agreement as referred to in Section 2.14 of the Existing Credit Agreement; (b) subject to the satisfaction of the conditions set forth in Section 4 below, each Amendment No. 1 5 New Term Loan Lender agrees, effective as of the Amendment No. 1 5 Effective Date (as defined below), to extend the Amendment No. 1 5 New Term Loans set forth opposite such Amendment No. 1 5 New Term Loan Lender’s name in Schedule 1 attached hereto; (c) from and after the Amendment No. 1 5 Effective Date, (i) each Amendment No. 1 5 New Term Loan Lender shall be a “New Term Loan Lender” and a “Term Loan Lender” for all purposes under the Existing Credit Agreement and the other Credit Documents and perform all the obligations of, and have all the rights of, a Lender thereunder, (ii) the Amendment No. 1 5 New Term Loan Commitment of each Amendment No. 1 5 New Term Loan Lender shall be a “Term Loan Commitment” for all purposes under the Existing Credit Agreement and the other Credit Documents, (iii) the Amendment No. 1 5 New Term Loan Facility shall constitute part of the “Credit Facility” for all purposes under the Existing Credit Agreement and the other Credit Documents, and (iv) the Amendment No. 1 5 New Term Loans of each Amendment No. 1 5 New Term Lender shall each be an “Initial Term Loan”, a “New Term Loan” and “Term Loans” (and have the same terms (including with respect to Guarantees, Collateral, Applicable Margin, Initial Term Loan Maturity Date, and rights to prepayment and repayment) as the Initial Term Loans outstanding prior to the Amendment No. 1 5 Effective Date) for all purposes under the Existing Credit Agreement and the other Credit Documents; (d) all of the parties hereto agree that the Amendment No. 1 5 New Term Loans will, upon funding, be an increase in the Initial Term Loans outstanding prior to the Amendment No. 1 5 Effective Date (after giving effect to this Amendment), will constitute Initial Term Loans for all purposes of the Existing Credit Agreement, will have the same terms as the existing Initial Term Loans, will, together with the existing Initial Term Loans, be treated as one Class of Term Loans, and will have an initial Interest Period ending on same day as the current Interest Period for the Initial Term Loans outstanding prior to the Amendment No. 1 5 Effective Date. For U.S. federal income tax purposes, the parties hereto intend to treat (i) all Amendment No. 1 5 New Term Loans and existing Initial Term Loan Loans as one fungible tranche and (ii) unless otherwise required by applicable law, none of the Borrower, the Administrative Agent or any Lender shall take any tax position inconsistent with clause (i) above; (e) each of the parties hereto hereby agrees that the Administrative Agent may, in consultation with the Borrower, take any and all action as may be reasonably necessary to ensure that, upon the effectiveness of the making of the Amendment No. 1 5 New Term Loans on the Amendment No. 1 5 Effective Date, all such Amendment No. 1 5 New Term Loans are included in each Borrowing of outstanding Initial Term Loans on a pro rata basis; (f) subject to the satisfaction of the conditions set forth in Section 4 below, each Amendment No. 5 New Revolving Credit Lender agrees, effective as of the Amendment No. 5 Effective Date, to make available to the Borrower the Amendment No. 5 New Revolving Credit Commitments set forth opposite such Amendment No. 5 New Revolving Credit Lender’s name in Schedule 1 attached hereto; (g) the Borrower, the Lenders party hereto (constituting all Revolving Credit Lenders on the Amendment No. 5 Effective Date) and the Administrative Agent agree that (i) the Revolving Credit Commitment of certain Revolving Credit Lenders may be reduced on a non-pro rata basis such that, on and after the Amendment No. 5 Effective Date, its Revolving Credit Commitment is as set forth on Schedule 2 attached hereto and (ii) Schedule 2 attached hereto shall, with respect to the Revolving Credit Commitments only, supersede and replace Schedule 1.1(b) of the Existing Credit Agreement and Schedule 2 to Amendment No. 4 in its entirety; (h) from and after the Amendment No. 5 Effective Date, (i) each Amendment No. 5 New Revolving Credit Lender providing the Amendment No. 5 New Revolving Credit Commitments shall be a “Revolving Credit Lender” for all purposes under the Existing Credit Agreement and the other Credit Documents and perform all the obligations of, and have all the rights of, a Revolving Credit Lender thereunder, (ii) the Amendment No. 5 New Revolving Credit Commitments shall be a “Revolving Credit Commitment” for all purposes under the Existing Credit Agreement and the other Credit Documents, (iii) the Amendment No. 5 New Revolving Credit Loans in respect of such Amendment No. 5 New Revolving Credit Commitments shall be “Revolving Credit Loans” (and have the same terms (including with respect to Guarantees, Collateral, Applicable Margin, Revolving Credit Maturity Date, and rights to prepayment and repayment) as the Revolving Credit Commitments outstanding prior to the Amendment No. 5 Effective Date, as such terms are amended by this Amendment) for all purposes under the Existing Credit Agreement and the other Credit Documents and (iv) each Amendment No. 5 New Revolving Credit Lender shall be a “Letter of Credit Issuer” with a Letter of Credit Commitment in the amount set forth in the definition of clause (a) thereof as set forth in the Existing Credit Agreement (as amended by this Amendment) for all purposes under the Existing Credit Agreement and the other Credit Documents and perform all the obligations of, and have all the rights of, a Letter of Credit Issuer thereunder (and this Amendment constitutes notice from the Borrower to the Administrative Agent and an agreement by the Amendment No. 5 Revolving Credit Lenders to become new Letter of Credit Issuers, in each case, as required by Section 3.6(a) of the Existing Credit Agreement); (i) the Amendment No. 5 New Revolving Credit Commitments will be an increase in the existing Revolving Credit Commitments outstanding prior to the Amendment No. 5 Effective Date (after giving effect to this Amendment), will constitute Revolving Credit Commitments for all purposes of the Existing Credit Agreement, will have the same terms as the existing Revolving Credit Commitments, will, together with the existing Revolving Credit Commitments, be treated as one Class of Revolving Credit Commitments (and any Revolving Credit Loans funded thereunder will, together with any Revolving Credit Loans funded under the existing Revolving Credit Commitments, be treated as one Class of Revolving Credit Loans); and (fj) by executing and delivering this Amendment, each Amendment No. 1 5 New Revolving Credit Lender and Amendment No. 5 New Term Loan Lender hereunder shall be deemed to: (i) confirm that it has received a copy of the Existing Credit Agreement and the other Credit Documents and the exhibits thereto, together with copies of the financial statements referred to therein and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Amendment; (ii) agree that it will, independently and without reliance upon the Administrative Agent, the Collateral Agent, any other Amendment No. 1 5 New Revolving Credit Lender, any other Amendment No. 5 New Term Loan Lender or any other Lender or Agent and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Existing Credit Agreement; (iii) appoint and authorize the Administrative Agent and the Collateral Agent to take such action as agent on its behalf and to exercise such powers under the Existing Credit Agreement (as amended by this Amendment) and the other Credit Documents as are delegated to the Administrative Agent or the Collateral Agent, as the case may be, by the terms thereof, together with such powers as are reasonably incidental thereto; and (iv) agree that it will perform in accordance with their terms all of the obligations which by the terms of the Existing Credit Agreement (as amended by this Amendment) are required to be performed by it as an Amendment No. 1 5 New Revolving Credit Lender and an Amendment No. 5 New Term Loan Lender, as applicable.

Incremental Amendment. Each party hereto agrees as follows: (a) this Amendment constitutes a Joinder Agreement to the Existing Credit Agreement as referred to in Section 2.14 of the Existing Credit Agreement; (b) subject Subject to the satisfaction (or waiver in writing) of the conditions set forth in Section 4 below4(b) hereof, each 2018 Incremental Term Loan Lender on the 2018 Incremental Amendment NoEffective Date hereby severally agrees to provide the 2018 Incremental Term Loan Commitments. 1 Each 2018 Incremental Term Lender agrees, effective as Loan Commitment provided pursuant to this Section 3 of this Second Amendment shall be subject to all of the terms and conditions set forth in the Credit Agreement, including, without limitation, Sections 2.01(a)(ii) and 2.24 thereof. The 2018 Incremental Term Loan Lenders party hereto, the Administrative Agent and each Credit Party agree that this Section 3 of this Second Amendment No. 1 Effective Date (as defined below)is necessary and appropriate, in each of their reasonable opinions, to extend effect the provisions of Section 2.24 of the Credit Agreement and shall constitute an “Incremental Amendment” pursuant to and in accordance with Section 2.24(f) of the Credit Agreement. (b) Upon the occurrence of the 2018 Incremental Amendment No. 1 Effective Date, each 2018 Incremental Term Loan Lender party hereto (i) shall be obligated to make the 2018 Incremental Term Loans as provided in this Section 3 of this Second Amendment on the terms, and subject to the conditions, set forth opposite such in this Second Amendment No. 1 Term Lender’s name and (ii) to the extent provided in Schedule 1 attached hereto;this Second Amendment, shall have the rights and obligations of a Lender thereunder and under the other applicable Credit Documents. (c) from Each Borrower acknowledges and after the Amendment No. 1 Effective Date, agrees that (i) each all 2018 Incremental Term Loans made pursuant to this Section 3 of this Second Amendment No. 1 New Term Loan Lender shall be a “New Term Loan Lender” constitute and a “Term Loan Lender” for all purposes under form part of the Existing Credit Agreement and the other Credit Documents and perform all the obligations of, and have all the rights of, a Lender thereunderObligations, (ii) the Amendment No. 1 New Term Loan Commitment of each Amendment No. 1 New Term Loan Lender it shall be a “Term Loan Commitment” liable for all purposes under the Existing Credit Agreement Obligations with respect to all 2018 Incremental Term Loans made pursuant to this Section 3 of this Second Amendment and the other Credit Documents, (iii) all such Obligations (including all such 2018 Incremental Term Loans) shall be entitled to the Amendment No. 1 New Term Loan Facility shall constitute part benefits of the “Credit Facility” for all purposes under the Existing Credit Agreement Collateral Documents and the other Credit Documents, and (iv) the Amendment No. 1 New Term Loans of each Amendment No. 1 New Term Lender shall each be a “New Term Loan” and “Term Loans” (and have the same terms (including with respect to Guarantees, Collateral, Applicable Margin, Initial Term Loan Maturity Date, and rights to prepayment and repayment) as the Term Loans outstanding prior to the Amendment No. 1 Effective Date) for all purposes under the Existing Credit Agreement and the other Credit Documents;Guaranty. (d) all The 2018 Incremental Term Loan Commitments of the parties hereto agree that 2018 Incremental Term Loan Lenders shall automatically terminate upon the Amendment No. 1 New Term Loans will, upon funding, be an increase in the Term Loans outstanding prior to the Amendment No. 1 Effective Date (after giving effect to this Amendment), will constitute Term Loans for all purposes funding of the Existing Credit Agreement, will have 2018 Incremental Term Loan Lenders on the same terms as the existing Term Loans, will, together with the existing Term Loans, be treated as one Class of Term Loans, and will have an initial Interest Period ending on same day as the current Interest Period for the Term Loans outstanding prior to the 2018 Incremental Amendment No. 1 Effective Date. For U.S. federal income tax purposes, the parties hereto intend to treat (i) all Amendment No. 1 New Term Loans and existing Term Loan as one fungible tranche and (ii) unless otherwise required by applicable law, none of the Borrower, the Administrative Agent or any Lender shall take any tax position inconsistent with clause (i) above;. (e) each The definition of the parties hereto hereby agrees that the Administrative Agent may, in consultation with the Borrower, take any and all action as may be reasonably necessary to ensure that, upon the effectiveness of the making of the Amendment No. 1 New Term Loans on the Amendment No. 1 Effective Date, all such Amendment No. 1 New Term Loans are included in each Borrowing of outstanding “Initial Term Loans on a pro rata basis; and (f) by executing Loans” is hereby amended and delivering this Amendment, each Amendment No. 1 New Term Loan Lender hereunder shall be deemed to: (i) confirm that it has received a copy of the Existing Credit Agreement and the other Credit Documents and the exhibits thereto, together with copies of the financial statements referred to therein and such other documents and information restated in its entirety as it has deemed appropriate to make its own credit analysis and decision to enter into this Amendment; (ii) agree that it will, independently and without reliance upon the Administrative Agent, the Collateral Agent, any other Amendment No. 1 New Term Loan Lender or any other Lender or Agent and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Existing Credit Agreement; (iii) appoint and authorize the Administrative Agent and the Collateral Agent to take such action as agent on its behalf and to exercise such powers under the Existing Credit Agreement and the other Credit Documents as are delegated to the Administrative Agent or the Collateral Agent, as the case may be, by the terms thereof, together with such powers as are reasonably incidental thereto; and (iv) agree that it will perform in accordance with their terms all of the obligations which by the terms of the Existing Credit Agreement are required to be performed by it as an Amendment No. 1 New Term Loan Lender.follows:

Incremental Amendment. Each party hereto agrees as follows: (a) this Amendment constitutes a Joinder Agreement to the Existing Credit Agreement as referred to in Section 2.14 of the Existing Credit Agreement; (b) subject to the satisfaction of the conditions set forth in Section 4 below, each Amendment No. 1 6 New Term Loan Lender agrees, effective as of the Amendment No. 1 6 Effective Date (as defined below), to extend the Amendment No. 1 6 New Term Loans set forth opposite such Amendment No. 1 6 New Term Loan Lender’s name in Schedule 1 attached hereto; (c) from and after the Amendment No. 1 6 Effective Date, (i) each Amendment No. 1 6 New Term Loan Lender shall be a “New Term Loan Lender” and a “Term Loan Lender” for all purposes under the Existing Credit Agreement and the other Credit Documents and perform all the obligations of, and have all the rights of, a Lender thereunder, (ii) the Amendment No. 1 6 New Term Loan Commitment of each Amendment No. 1 6 New Term Loan Lender shall be a “Term Loan Commitment” for all purposes under the Existing Credit Agreement and the other Credit Documents, (iii) the Amendment No. 1 6 New Term Loan Facility shall constitute part of the “Credit FacilityFacilities” for all purposes under the Existing Credit Agreement and the other Credit Documents, and (iv) the Amendment No. 1 6 New Term Loans of each Amendment No. 1 6 New Term Loan Lender shall each be a “New Term Loan” and “Term Loans” (and have the same terms (including with respect to Guarantees, Collateral, Applicable Margin, Initial Term Loan Maturity Date, and rights to prepayment and repayment) as the Term Loans outstanding prior to the Amendment No. 1 6 Effective Date) ), except as may be set forth in the Amended Credit Agreement, for all purposes under the Existing Credit Agreement and the other Credit Documents; (d) all of the parties hereto agree that the Amendment No. 1 6 New Term Loans will, upon funding, be an increase a separate Series of Term Loans and will be treated as a new Class of Term Loans, will have the same terms as the Initial Term Loans except as otherwise set forth in the Term Loans outstanding prior to the Amendment No. 1 Effective Date (after giving effect to this Amendment)Amended Credit Agreement, will constitute Term Loans for all purposes of the Existing Credit Agreement, will have the same terms as the existing Term Loans, will, together with the existing Term Loans, be treated as one Class of Term Loans, Agreement and will have an initial Interest Period ending on the same day as the current Interest Period for the Term Loans outstanding prior to the Amendment No. 1 6 Effective Date. For U.S. federal income tax purposes, the parties hereto intend to treat (i) all Amendment No. 1 New Term Loans and existing Term Loan as one fungible tranche and (ii) unless otherwise required by applicable law, none of the Borrower, the Administrative Agent or any Lender shall take any tax position inconsistent with clause (i) above; (e) each of the parties hereto hereby agrees that the Administrative Agent may, in consultation with the Borrower, take any and all action as may be reasonably necessary to ensure that, upon the effectiveness of the making of the Amendment No. 1 New Term Loans on the Amendment No. 1 Effective Date, all such Amendment No. 1 New Term Loans are included in each Borrowing of outstanding Initial Term Loans on a pro rata basis; and (f) by executing and delivering this Amendment, each Amendment No. 1 6 New Term Loan Lender hereunder shall be deemed to: (i) confirm that it has received a copy of the Existing Credit Agreement and the other Credit Documents and the exhibits thereto, together with copies of the financial statements referred to therein and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Amendment; (ii) agree that it will, independently and without reliance upon the Administrative Agent, the Collateral Agent, any Amendment No. 6 Joint Lead Arranger, any other Amendment No. 1 6 New Term Loan Lender or any other Lender or Agent and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Existing Credit Agreement; (iii) appoint and authorize the Administrative Agent and the Collateral Agent to take such action as agent on its behalf and to exercise such powers under the Existing Credit Agreement (as amended by this Amendment) and the other Credit Documents as are delegated to the Administrative Agent or the Collateral Agent, as the case may be, by the terms thereof, together with such powers as are reasonably incidental thereto; and (iv) agree that it will perform in accordance with their terms all of the obligations which by the terms of the Existing Credit Agreement (as amended by this Amendment) are required to be performed by it as an Amendment No. 1 6 New Term Loan Lender.

Incremental Amendment. Each party hereto agrees as follows: (a) this Amendment constitutes a Joinder This Agreement to the Existing Credit Agreement as is an “Increase Joinder” referred to in Section 2.14 2.15(c) of the Existing Credit Agreement; (b) subject . Subject to the satisfaction of the conditions set forth in Section 4 3 below, each Amendment No. 1 Term Incremental Lender agrees, effective as of the Amendment No. 1 Effective Date (as defined below), to extend the Amendment No. 1 Term Loans commitments set forth opposite such Amendment No. 1 Term Lender’s name in Schedule 1 attached hereto; I hereto (c) from the “2016 Incremental Commitments”). From and after the Amendment No. 1 Effective Date, (ia) each Amendment No. 1 New Term Loan Lender shall be a “New Term Loan Lender” and a “Term Loan Lender” for all purposes under the Existing Credit Agreement and the other Credit Documents and perform all the obligations of, and have all the rights of, a Lender thereunder, (ii) the Amendment No. 1 New Term Loan Commitment of each Amendment No. 1 New Term Loan Incremental Lender shall be a “Term Loan CommitmentLender” or a “Revolving Lender”, as applicable, for all purposes under the Existing Amended and Restated Credit Agreement and the other Credit Loan Documents, (iiib) the 2016 Incremental Commitment of each Incremental Lender shall be a “Term Commitment” or “Revolving Commitment”, as applicable, for all purposes under the Amended and Restated Credit Agreement and the other Loan Documents and Schedule 2.01 of the Existing Credit Agreement shall (i) be amended by adding thereto the 2016 Incremental Commitments of the Incremental Lenders as set forth in Schedule I hereto and (ii) be amended and restated with respect to Revolving Commitments as set forth on Schedule II hereto, which shall reflect Barclays Bank PLC (in such capacity, the Assignor”) hereby selling and assigning to JPMorgan Chase Bank, N.A. (in such capacity, the “Assignee”), and the Assignee hereby irrevocably purchasing and assuming from the Assignor, subject to and in accordance with the Standard Terms and Conditions of the Assignment and Assumption and the terms and conditions of the Amended and Restated Credit Agreement, as of the Amendment No. 1 New Term Loan Facility shall constitute part Effective Date, $14,000,000 of the “Assignor’s existing Revolving Commitments (including participations in any Letters of Credit Facility” for all purposes under the Existing Credit and Swing Line Loans included in such Revolving Commitments), in each case immediately after giving effect to (and substantially concurrently with) this Agreement and the other Credit Documentsextension of the 2016 Incremental Commitments, and (ivc) the Amendment No. 1 New 2016 Incremental Term Loans and 2016 Incremental Revolving Commitments of each Amendment No. 1 New Term Lender the Incremental Lenders shall each be a “New Term Loan” and “Term Loans” and “Revolving Loans”, respectively (and have the same terms (including with respect to Guaranteesinterest rates, Collateral, Applicable Margin, Initial Term Loan Maturity Date, Guarantees and Collateral and rights to prepayment payment and repaymentprepayment) as the existing Term Loans outstanding prior to the Amendment No. 1 Effective Date) and existing Revolving Loans, respectively), for all purposes under the Existing Amended and Restated Credit Agreement and the other Credit Loan Documents; (d) all ; provided that the Borrower shall use the proceeds of the parties hereto agree that the Amendment No2016 Incremental Facilities in accordance with Section 5 below. 1 New Term Loans will, upon funding, be an increase in the Term Loans outstanding prior to the Amendment No. 1 Effective Date (after giving effect to this Amendment), will constitute Term Loans for all purposes of the Existing Credit Agreement, will have the same terms as the existing Term Loans, will, together with the existing Term Loans, be treated as one Class of Term Loans, and will have an initial Interest Period ending on same day as the current Interest Period for the Term Loans outstanding prior to the Amendment No. 1 Effective Date. For U.S. federal income tax purposes, the parties hereto intend to treat (i) all Amendment No. 1 New Term Loans and existing Term Loan as one fungible tranche and (ii) unless otherwise required by applicable law, none of the Borrower, the The Administrative Agent or any Lender shall take any tax position inconsistent with clause (i) above; (e) each of the parties hereto hereby agrees that the Administrative Agent may, in consultation with the Borrower, take any and all action as may be reasonably necessary to ensure that, upon that the effectiveness 2016 Incremental Facilities are included in each Borrowing and repayment of existing Term Loans and existing Revolving Loans on a pro rata basis. In furtherance of the making of the Amendment No. 1 New Term Loans foregoing, on the Amendment No. 1 Effective Date, all such there shall commence an initial Interest Period with respect to each of the 2016 Incremental Facilities borrowed on the Amendment No. 1 New Effective Date, which Interest Period shall end on the last day of the Interest Period applicable to the existing Term Loans are included or existing Revolving Loans, as applicable, as in each Borrowing of outstanding Initial Term Loans on a pro rata basis; and (f) by executing and delivering this Amendment, each effect immediately prior to the Amendment No. 1 New Term Loan Lender hereunder shall be deemed to: Effective Date (i) confirm that it has received a copy of the Existing Credit Agreement and the other Credit Documents existing Term Loans and the exhibits thereto2016 Incremental Term Loans shall, together with copies of from and after the financial statements referred to therein and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Amendment; (ii) agree that it will, independently and without reliance upon the Administrative Agent, the Collateral Agent, any other Amendment No. 1 New Term Loan Lender or any other Lender or Agent and based on such documents and information as it shall deem appropriate at the timeEffective Date, continue to make its own credit decisions in taking or not taking action under the Existing Credit Agreement; (iii) appoint and authorize the Administrative Agent and the Collateral Agent to take such action as agent on its behalf and to exercise such powers under the Existing Credit Agreement and the other Credit Documents as are delegated to the Administrative Agent or the Collateral Agent, as the case may be, by the terms thereof, together with such powers as are reasonably incidental thereto; and (iv) agree that it will perform in accordance with their terms all of the obligations which by the terms of the Existing Credit Agreement are required be deemed to be performed by it as an Amendment No. 1 New Term a single Eurodollar Loan Lenderwith a single Interest Period).

Incremental Amendment. Each party (a) This Section 2 constitutes an “Incremental Amendment” pursuant to Section 2.16 of the Credit Agreement, pursuant to which each Incremental Revolving Credit Lender listed on Schedule 1 hereto agrees (the “Fifth Amendment Incremental Revolving Credit Lender”) commits, severally but not jointly, to provide to the Borrower a Revolving Commitment Increase on the Amendment Effective Date in a principal amount equal to the amount set forth opposite the Fifth Amendment Incremental Revolving Credit Lender’s name under the heading “Fifth Amendment Revolving Commitment Increase” on Schedule 1 hereto (the “Fifth Amendment Revolving Commitment Increase”). The aggregate principal amount of the Fifth Amendment Revolving Commitment Increase of the Fifth Amendment Incremental Revolving Credit Lender as of the date of this Amendment is $15,000,000.00. Effective as of the Amendment Effective Date, each Fifth Amendment Revolving Commitment Increase shall be deemed for all purposes under the Credit Agreement and the Loan Documents a Revolving Credit Commitment and each Loan made thereunder shall be deemed, for all purposes, a Revolving Credit Loan. (b) Effective as of the Amendment Effective Date, pursuant to Section 2.16(g) of the Credit Agreement, each of the Existing Revolving Lenders shall assign to the Fifth Amendment Incremental Revolving Credit Lender, and the Fifth Amendment Incremental Revolving Credit Lender shall purchase from each of the Existing Revolving Lenders, at the principal amount thereof, such interests in the Incremental Revolving Loans (each, a “Fifth Amendment Incremental Revolving Loan”) outstanding on the Amendment Effective Date as shall be necessary in order that, after giving effect to all such assignments and purchases, such Revolving Credit Loans will be held by Existing Revolving Lenders and the Fifth Amendment Incremental Revolving Credit Lender ratably in accordance with their Revolving Credit Commitments after giving effect to the addition of the Fifth Amendment Revolving Commitment Increase to the Revolving Credit Commitments. (c) Effective as of the Amendment Effective Date, the Credit Agreement is hereby amended as follows: (ai) this Amendment constitutes a Joinder Agreement to Section 1.01 of the Existing Credit Agreement as referred to is hereby amended by inserting the following definitions therein in Section 2.14 of the Existing Credit Agreement; (b) subject to the satisfaction of the conditions set forth in Section 4 below, each Amendment No. 1 Term Lender agrees, effective as of the Amendment No. 1 Effective Date (as defined below), to extend the Amendment No. 1 Term Loans set forth opposite such Amendment No. 1 Term Lender’s name in Schedule 1 attached hereto; (c) from and after the Amendment No. 1 Effective Date, (i) each Amendment No. 1 New Term Loan Lender shall be a “New Term Loan Lender” and a “Term Loan Lender” for all purposes under the Existing Credit Agreement and the other Credit Documents and perform all the obligations of, and have all the rights of, a Lender thereunder, (ii) the Amendment No. 1 New Term Loan Commitment of each Amendment No. 1 New Term Loan Lender shall be a “Term Loan Commitment” for all purposes under the Existing Credit Agreement and the other Credit Documents, (iii) the Amendment No. 1 New Term Loan Facility shall constitute part of the “Credit Facility” for all purposes under the Existing Credit Agreement and the other Credit Documents, and (iv) the Amendment No. 1 New Term Loans of each Amendment No. 1 New Term Lender shall each be a “New Term Loan” and “Term Loans” (and have the same terms (including with respect to Guarantees, Collateral, Applicable Margin, Initial Term Loan Maturity Date, and rights to prepayment and repayment) as the Term Loans outstanding prior to the Amendment No. 1 Effective Date) for all purposes under the Existing Credit Agreement and the other Credit Documents; (d) all of the parties hereto agree that the Amendment No. 1 New Term Loans will, upon funding, be an increase in the Term Loans outstanding prior to the Amendment No. 1 Effective Date (after giving effect to this Amendment), will constitute Term Loans for all purposes of the Existing Credit Agreement, will have the same terms as the existing Term Loans, will, together with the existing Term Loans, be treated as one Class of Term Loans, and will have an initial Interest Period ending on same day as the current Interest Period for the Term Loans outstanding prior to the Amendment No. 1 Effective Date. For U.S. federal income tax purposes, the parties hereto intend to treat (i) all Amendment No. 1 New Term Loans and existing Term Loan as one fungible tranche and (ii) unless otherwise required by applicable law, none of the Borrower, the Administrative Agent or any Lender shall take any tax position inconsistent with clause (i) above; (e) each of the parties hereto hereby agrees that the Administrative Agent may, in consultation with the Borrower, take any and all action as may be reasonably necessary to ensure that, upon the effectiveness of the making of the Amendment No. 1 New Term Loans on the Amendment No. 1 Effective Date, all such Amendment No. 1 New Term Loans are included in each Borrowing of outstanding Initial Term Loans on a pro rata basis; and (f) by executing and delivering this Amendment, each Amendment No. 1 New Term Loan Lender hereunder shall be deemed to: (i) confirm that it has received a copy of the Existing Credit Agreement and the other Credit Documents and the exhibits thereto, together with copies of the financial statements referred to therein and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Amendment; (ii) agree that it will, independently and without reliance upon the Administrative Agent, the Collateral Agent, any other Amendment No. 1 New Term Loan Lender or any other Lender or Agent and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Existing Credit Agreement; (iii) appoint and authorize the Administrative Agent and the Collateral Agent to take such action as agent on its behalf and to exercise such powers under the Existing Credit Agreement and the other Credit Documents as are delegated to the Administrative Agent or the Collateral Agent, as the case may be, by the terms thereof, together with such powers as are reasonably incidental thereto; and (iv) agree that it will perform in accordance with their terms all of the obligations which by the terms of the Existing Credit Agreement are required to be performed by it as an Amendment No. 1 New Term Loan Lender.alphabetical order:

Incremental Amendment. Each party hereto agrees as follows: (a) this Amendment This Incremental Joinder constitutes an “Incremental Amendment” pursuant to which a Joinder Agreement to new Incremental Series (as defined in the Existing Credit Agreement as referred amended hereby) and a new Class of Incremental Term Loans is established pursuant to in Section 2.14 2.16 of the Existing Credit Agreement; (b) subject to Agreement upon the satisfaction occurrence of the conditions set forth in Section 4 below, each Amendment No. 1 Term Lender agrees, effective as of the Amendment No. 1 Effective Date (as defined below) (the Credit Agreement as amended by this Incremental Joinder is referred to herein as the “Amended Credit Agreement”), . (b) Subject to extend the Amendment No. 1 terms and conditions set forth herein and the occurrence of the Effective Date (i) there is hereby established under the Amended Credit Agreement a new Class of Incremental Term Loans entitled the “Term B-1 Loans” and (ii) each Term B-1 Lender severally agrees to make to the Borrower a single loan denominated in Dollars in a principal amount equal to the amount set forth opposite such Amendment No. 1 Term B-1 Lender’s name in Schedule 1 attached hereto;Annex I (collectively, the “Term B-1 Commitments”) on the Effective Date. Amounts borrowed under this Section 1(b) and repaid or prepaid may not be reborrowed. Term B-1 Loans may be Base Rate Loans or Eurocurrency Rate Loans, as further provided in the Amended Credit Agreement. (c) The Borrower agrees to pay on the Effective Date to each Term B-1 Lender party to this Incremental Joinder as a Term B-1 Lender on the Effective Date a closing fee in an amount equal to 1.00% of the stated principal amount (as applicable) of such Term B-1 Lender’s Term B-1 Loan, payable to such Term B-1 Lender from the proceeds of the Term B-1 Loans as and after when funded on the Amendment No. 1 Effective Date, (i) each Amendment No. 1 New Term Loan Lender Such closing fees shall be a “New Term Loan Lender” in all respects fully earned, due and a “Term Loan Lender” payable on the Effective Date and non-refundable and non-creditable for all purposes under the Existing Credit Agreement and the other Credit Documents and perform all the obligations of, and have all the rights of, a Lender thereunder, (ii) the Amendment No. 1 New Term Loan Commitment of each Amendment No. 1 New Term Loan Lender shall be a “Term Loan Commitment” for all purposes under the Existing Credit Agreement and the other Credit Documents, (iii) the Amendment No. 1 New Term Loan Facility shall constitute part of the “Credit Facility” for all purposes under the Existing Credit Agreement and the other Credit Documents, and (iv) the Amendment No. 1 New Term Loans of each Amendment No. 1 New Term Lender shall each be a “New Term Loan” and “Term Loans” (and have the same terms (including with respect to Guarantees, Collateral, Applicable Margin, Initial Term Loan Maturity Date, and rights to prepayment and repayment) as the Term Loans outstanding prior to the Amendment No. 1 Effective Date) for all purposes under the Existing Credit Agreement and the other Credit Documents;any reason whatsoever thereafter. (d) all of the parties hereto agree that the Amendment No. 1 New Term Loans will, upon funding, be an increase in the Term Loans outstanding prior to the Amendment No. 1 Effective Date (after giving effect to this Amendment), will constitute Term Loans for all purposes of the Existing Credit Agreement, will have the same terms as the existing Term Loans, will, together with the existing Term Loans, be treated as one Class of Term Loans, and will have an initial Interest Period ending on same day as the current Interest Period The All-In-Yield for the Term B-1 Loans outstanding prior to the Amendment No. 1 Effective Date. For U.S. federal income tax purposes, the parties hereto intend to treat (i) all Amendment No. 1 New Term Loans and existing Term Loan as one fungible tranche and (ii) unless otherwise required by applicable law, none of the Borrower, the Administrative Agent or any Lender shall take any tax position inconsistent with clause (i) above; (e) each of the parties hereto hereby agrees that the Administrative Agent may, in consultation with the Borrower, take any and all action as may be reasonably necessary to ensure that, upon the effectiveness of the making of the Amendment No. 1 New Term Loans on the Amendment No. 1 Effective Date, all such Amendment No. 1 New as determined by the Borrower and the Term Loans are included in each Borrowing of outstanding Initial Term Loans on a pro rata basis; and (f) by executing and delivering this AmendmentB-1 Lenders, each Amendment No. 1 New Term Loan Lender hereunder shall be deemed to: (i) confirm that it has received a copy of the Existing Credit Agreement and the other Credit Documents and the exhibits thereto, together with copies of the financial statements referred to therein and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Amendment; (ii) agree that it will, independently and without reliance upon the Administrative Agent, the Collateral Agent, any other Amendment No. 1 New Term Loan Lender or any other Lender or Agent and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Existing Credit Agreement; (iii) appoint and authorize the Administrative Agent and the Collateral Agent to take such action as agent on its behalf and to exercise such powers under the Existing Credit Agreement and the other Credit Documents as are delegated to the Administrative Agent or the Collateral Agent, as the case may be, by the terms thereof, together with such powers as are reasonably incidental thereto; and (iv) agree that it will perform in accordance with their terms all of the obligations which by the terms of the Existing Credit Agreement are required to be performed by it as an Amendment No. 1 New Term Loan Lender4.50% per annum.

Incremental Amendment. Each party hereto agrees as follows: (a) this This First Amendment constitutes a Joinder Agreement is an amendment to incur additional Indebtedness pursuant to the Existing Credit Agreement Agreement; provided, that, for the avoidance of doubt, the First Amendment Loans shall not reduce the Uncommitted Incremental Increase Limit as referred to set forth in Section 2.14 of the Existing Credit Agreement; (b) subject . Subject to the satisfaction of the conditions set forth in Section 4 3 below, each Amendment No. 1 Term Lender agrees, effective as of the First Amendment No. 1 Effective Date (as defined below)Date, to extend (x) provide the First Amendment No. Term Loan to the Borrower up to the Term Loan Commitment Amount of such Lender set forth under the heading “First Amendment Term Loan Commitment” in Schedule 1 Term Loans hereto and (y) provide the Percentage of the Revolving Facility Commitment Amount set forth opposite such Amendment No. 1 Term Lender’s name under the heading “Revolving Loan Commitment” in Schedule 1 attached hereto; (c) from . From and after the First Amendment No. 1 Effective Date, (i) each First Amendment No. 1 New Term Loan Lender (to the extent not already a Lender) shall be a “New Term Loan Lender” and a “Term Loan Lender” for all purposes under the Existing Credit Agreement and the other Credit Documents and perform all the obligations of, and have all the rights of, a Lender thereunderLoan Documents, (ii) the First Amendment No. 1 New Term Loan Commitment of each First Amendment No. 1 New Term Loan Lender shall be a “Term Loan Commitment” for all purposes under the Existing Credit Agreement and the other Credit Documents, (iii) the First Amendment No. 1 New Term Loan Facility shall constitute part Loans of the First Amendment Lenders shall be “Credit Facility” for all purposes under the Existing Credit Agreement and the other Credit Documents, and (iv) the Amendment No. 1 New Term Loans of each Amendment No. 1 New Term Lender shall each be a “New Term Loan” and “Term Loans” (and have the same terms (including with respect to Guarantees, Collateral, Applicable Margin, Initial Term Loan Maturity Date, Guaranty and Collateral and rights to prepayment payment and repaymentprepayment) as the Term Loans outstanding prior to the Amendment No. 1 Effective Date) existing Loans), for all purposes under the Existing Credit Agreement and the other Credit Loan Documents; . In connection with this First Amendment, the outstanding Revolving Loans and participation interests shall be reallocated by causing such fundings and repayments (dwhich shall not be subject to any processing and/or recordation fees) all among the Lenders of the parties hereto agree that the Amendment No. 1 New Term Revolving Loans willas necessary such that, upon funding, be an increase in the Term Loans outstanding prior to the Amendment No. 1 Effective Date (after giving effect to this Amendment), will constitute Term Loans for all purposes of the Existing Credit Agreement, will have the same terms as the existing Term First Amendment Revolving Loans, will, together with the existing Term Loans, be treated as one Class of Term Loans, and each Lender will have an initial Interest Period ending on same day as the current Interest Period for the Term Loans outstanding prior to the Amendment No. 1 Effective Date. For U.S. federal income tax purposes, the parties hereto intend to treat (i) all Amendment No. 1 New Term hold Revolving Loans and existing Term Loan as one fungible tranche and (ii) unless otherwise required by applicable law, none participation interests based on its Percentage of the Borrower, the Administrative Agent or any Lender shall take any tax position inconsistent with clause (i) above; (e) each of the parties hereto hereby agrees that the Administrative Agent may, in consultation with the Borrower, take any and all action as may be reasonably necessary to ensure that, upon the effectiveness of the making of the Amendment NoRevolving Loans set forth on Schedule 1 attached hereto. 1 New Term Loans on the Amendment No. 1 Effective Date, all such Amendment No. 1 New Term Loans are included in each Borrowing of outstanding Initial Term Loans on a pro rata basis; and (f) by executing and delivering this Amendment, each Amendment No. 1 New Term Loan Lender hereunder The Borrower shall be deemed to: (i) confirm that it has received a copy of responsible for any costs arising under the Existing Credit Agreement resulting from such reallocation and the other Credit Documents and the exhibits thereto, together with copies of the financial statements referred to therein and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Amendment; (ii) agree that it will, independently and without reliance upon the Administrative Agent, the Collateral Agent, any other Amendment No. 1 New Term Loan Lender or any other Lender or Agent and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Existing Credit Agreement; (iii) appoint and authorize the Administrative Agent and the Collateral Agent to take such action as agent on its behalf and to exercise such powers under the Existing Credit Agreement and the other Credit Documents as are delegated to the Administrative Agent or the Collateral Agent, as the case may be, by the terms thereof, together with such powers as are reasonably incidental thereto; and (iv) agree that it will perform in accordance with their terms all of the obligations which by the terms of the Existing Credit Agreement are required to be performed by it as an Amendment No. 1 New Term Loan Lenderrepayments.

Incremental Amendment. Each party hereto agrees as follows: (a) this This Incremental Amendment constitutes a Joinder an “Incremental Amendment” pursuant to Section 2.12 of the Credit Agreement to (the Existing Credit Agreement as amended by this Incremental Amendment is referred to in Section 2.14 of herein as the Existing “Amended Credit Agreement;”). (b) subject Subject to the satisfaction of the terms and conditions set forth in Section 4 below, each Amendment No. 1 Term Lender agrees, effective as herein and the occurrence of the Incremental Amendment No. 1 Effective Date (as defined below) (i) there is hereby established under the Amended Credit Agreement a new Class of Incremental Loans entitled the “Term B-3 Loans” (the Lenders holding such Term B-3 Loans (or Commitments in respect thereof), including the Additional Lender, are referred to extend herein as “Term B-3 Lenders”) and (ii) the Additional Lender party hereto agrees to make to the Term B-3 Borrowers, jointly and severally, on the Incremental Amendment NoEffective Date, a loan in Dollars in the form of a Term B-3 Loan in an aggregate principal amount equal to $170,000,000. 1 Amounts borrowed under this Section 1(b) and repaid or prepaid may not be reborrowed. Term B-3 Loans set forth opposite such Amendment Nomay be Base Rate Loans or Eurodollar Rate Loans, as further provided in the Amended Credit Agreement. 1 Notwithstanding anything in the Credit Agreement to the contrary, the required notice periods for the initial funding of the Term Lender’s name in Schedule 1 attached hereto;B-3 Loans shall be as agreed between the Borrowers and the Administrative Agent. (c) from The Term B-3 Borrowers shall, jointly and after severally, repay to the Administrative Agent for the ratable account of the Term B-3 Lenders on the last Business Day of each March, June, September and December, commencing March 31, 2014, an aggregate principal amount equal to 0.25% of the aggregate principal amount of all Term B-3 Loans outstanding on the Incremental Amendment No. 1 Effective Date, Date (i) each Amendment No. 1 New Term Loan Lender which payments shall be reduced as a “New Term Loan Lender” and a “Term Loan Lender” for all purposes under the Existing Credit Agreement and the other Credit Documents and perform all the obligations of, and have all the rights of, a Lender thereunder, (ii) the Amendment No. 1 New Term Loan Commitment of each Amendment No. 1 New Term Loan Lender shall be a “Term Loan Commitment” for all purposes under the Existing Credit Agreement and the other Credit Documents, (iii) the Amendment No. 1 New Term Loan Facility shall constitute part result of the “application of prepayments in accordance with the order of priority set forth in Section 2.03 of the Amended Credit Facility” for Agreement). The Term B-3 Borrowers shall, jointly and severally, repay all purposes under outstanding Term B-3 Loans on the Existing Credit Agreement and the other Credit Documents, and (iv) the Amendment No. 1 New Term Loans of each Amendment No. 1 New Term Lender shall each be a “New Term Loan” and “Term Loans” (and have the same terms (including with respect to Guarantees, Collateral, Applicable Margin, Initial Term Original Loan Maturity Date, and rights to prepayment and repayment) as the Term Loans outstanding prior to the Amendment No. 1 Effective Date) for all purposes under the Existing Credit Agreement and the other Credit Documents;. (d) all of The Term B-3 Loans shall bear interest based on the parties hereto agree same Applicable Rate and the same Eurodollar Rate or Base Rate provisions, as applicable, that are applicable to the Term B-1 Loans and Term B-2 Loans, including, that the Amendment No. 1 New Term Loans will, upon funding, be an increase “floors” set forth in the Term Loans outstanding prior definition of “Eurodollar Rate” and “Base Rate” in the Credit Agreement shall also apply to the Amendment No. 1 Effective Date (after giving effect to this Amendment), will constitute Term B-3 Loans for all purposes of under the Existing Amended Credit Agreement, will have the same terms as the existing Term Loans, will, together with the existing Term Loans, be treated as one Class of Term Loans, and will have an initial Interest Period ending on same day as the current Interest Period for the Term Loans outstanding prior to the Amendment No. 1 Effective Date. For U.S. federal income tax purposes, the parties hereto intend to treat (i) all Amendment No. 1 New Term Loans and existing Term Loan as one fungible tranche and (ii) unless otherwise required by applicable law, none of the Borrower, the Administrative Agent or any Lender shall take any tax position inconsistent with clause (i) above;. (e) each of The prepayment provisions applicable to the parties hereto hereby agrees that Term B-1 Loans and Term B-2 Loans under the Administrative Agent mayCredit Agreement shall continue to apply, and shall also be applicable to the Term B-3 Loans, under the Amended Credit Agreement. In addition, in consultation with the Borrower, take any and all action as may be reasonably necessary to ensure event that, upon on or prior to the effectiveness of date that is one year after the making of the Incremental Amendment No. 1 New Term Loans on the Amendment No. 1 Effective Date, all such Amendment No. 1 New the Term Loans are included in each Borrowing of outstanding Initial Term Loans on a pro rata basis; and (f) by executing and delivering this Amendment, each Amendment No. 1 New Term Loan Lender hereunder shall be deemed to: B-3 Borrowers (i) confirm that it has received a copy make any prepayment of the Existing Credit Agreement and the other Credit Documents and the exhibits thereto, together Term B-3 Loans in connection with copies of the financial statements referred to therein and such other documents and information any Term B-3 Repricing Transaction (as it has deemed appropriate to make its own credit analysis and decision to enter into this Amendment; defined below) or (ii) agree that it willeffect any amendment of the Amended Credit Agreement resulting in a Term B-3 Repricing Transaction, independently the Term B-3 Borrowers shall, jointly and without reliance upon severally, pay to the Administrative Agent, for the Collateral Agentratable account of each applicable Term B-3 Lender, (x) in the case of clause (i), a prepayment premium of 1% of the amount of the Term B-3 Loans being prepaid and (y) in the case of clause (ii), a payment equal to 1% of the aggregate amount of the applicable Term B-3 Loans outstanding immediately prior to such amendment. For purposes of the foregoing, “Term B-3 Repricing Transaction” means (A) any other Amendment No. 1 New prepayment or repayment of the Term Loan Lender B-3 Loans with the proceeds of, or any conversion of, the Term B-3 Loans into other Lender Loans for the primary purpose of prepaying, repaying or Agent replacing the Term B-3 Loans and based on such documents and information as it shall deem appropriate at having or resulting in an All-In Yield less than the time, continue to make its own credit decisions in taking All-In Yield of the Term B-3 Loans being prepaid or not taking action under the Existing Credit Agreement; repaid or (iiiB) appoint and authorize the Administrative Agent and the Collateral Agent to take such action as agent on its behalf and to exercise such powers under the Existing Credit Agreement and the other Credit Documents as are delegated any amendment to the Administrative Agent or Term B-3 Loans the Collateral Agent, as primary purpose of which is to reduce the case may be, by the terms thereof, together with All-In Yield of such powers as are reasonably incidental thereto; and (iv) agree that it will perform in accordance with their terms all of the obligations which by the terms of the Existing Credit Agreement are required to be performed by it as an Amendment No. 1 New Term Loan LenderB-3 Loans.

Incremental Amendment. Each party hereto agrees as follows: (a) This Section 2 constitutes an “Incremental Amendment” pursuant to Section 2.16 of the Credit Agreement, pursuant to which each Incremental Revolving Credit Lender listed on Schedule 1 hereto (each, a “Fourth Amendment Incremental Revolving Credit Lender”) commits, severally but not jointly, to provide to the Borrower a Revolving Commitment Increase on the Amendment Effective Date in a principal amount equal to the amount set forth opposite such Fourth Amendment Incremental Revolving Credit Lender’s name under the heading “Fourth Amendment Revolving Commitment Increase” on Schedule 1 hereto (the “Fourth Amendment Revolving Commitment Increase”). The aggregate principal amount of the Fourth Amendment Revolving Commitment Increase of all Fourth Amendment Incremental Revolving Credit Lenders as of the date of this Amendment constitutes a Joinder Agreement to the Existing Credit Agreement as referred to in Section 2.14 of the Existing Credit Agreement; (b) subject to the satisfaction of the conditions set forth in Section 4 below, each Amendment Nois $160,000,000.00. 1 Term Lender agrees, effective Effective as of the Amendment No. 1 Effective Date (as defined below), to extend the Amendment No. 1 Term Loans set forth opposite such Amendment No. 1 Term Lender’s name in Schedule 1 attached hereto; (c) from and after the Amendment No. 1 Effective Date, (i) each Fourth Amendment No. 1 New Term Loan Lender Revolving Commitment Increase shall be a “New Term Loan Lender” and a “Term Loan Lender” deemed for all purposes under the Existing Credit Agreement and the other Loan Documents a Revolving Credit Documents Commitment and perform each Loan made thereunder shall be deemed, for all purposes, a Revolving Credit Loan. (b) Effective as of the obligations ofAmendment Effective Date, pursuant to Section 2.16(g) of the Credit Agreement, each of the Existing Revolving Lenders shall assign to each of the Fourth Amendment Incremental Revolving Credit Lenders, and have all each of the rights ofFourth Amendment Incremental Revolving Credit Lenders shall purchase from each of the Existing Revolving Lenders, at the principal amount thereof, such interests in the Incremental Revolving Loans (each, a Lender thereunder, (ii“Fourth Amendment Incremental Revolving Loan”) outstanding on the Amendment No. 1 New Term Loan Commitment of each Amendment No. 1 New Term Loan Lender Effective Date as shall be a “Term Loan Commitment” for necessary in order that, after giving effect to all purposes under such assignments and purchases, such Revolving Credit Loans will be held by Existing Revolving Lenders and Fourth Amendment Incremental Revolving Credit Lenders ratably in accordance with their Revolving Credit Commitments after giving effect to the Existing addition of the Fourth Amendment Revolving Commitment Increase to the Revolving Credit Commitments. (c) Effective as of the Amendment Effective Date, the Credit Agreement is hereby amended to delete the stricken text (indicated textually in the same manner as the following example: stricken text) and to add the other Credit Documents, underlined text (iiiindicated textually in the same manner as the following example: underlined text) as set forth in Annex I hereto (except for the Amendment No. 1 New Term Loan Facility shall constitute part deletions and additions to Section 7.11 of the “Credit Facility” for all purposes under the Existing Credit Agreement and the other Credit DocumentsAgreement, and (iv) the Amendment No. 1 New Term Loans of each Amendment No. 1 New Term Lender shall each be a “New Term Loan” and “Term Loans” (and have the same terms (including with respect which are referred to Guarantees, Collateral, Applicable Margin, Initial Term Loan Maturity Date, and rights to prepayment and repayment) herein as the Term Loans outstanding prior to the Amendment No. 1 Effective Date) for all purposes under the Existing Credit Agreement and the other Credit Documents;“Financial Covenant Amendment”). (d) all of the parties hereto agree that the Each Fourth Amendment No. 1 New Term Loans will, upon funding, be an increase in the Term Loans outstanding prior Incremental Revolving Credit Lender hereby consents to the Amendment No. 1 Effective Date (after giving effect to amendments set forth in Section 3 of this Amendment), will constitute Term Loans for all purposes of the Existing Credit Agreement, will have the same terms as the existing Term Loans, will, together with the existing Term Loans, be treated as one Class of Term Loans, and will have an initial Interest Period ending on same day as the current Interest Period for the Term Loans outstanding prior to the Amendment No. 1 Effective Date. For U.S. federal income tax purposes, the parties hereto intend to treat (i) all Amendment No. 1 New Term Loans and existing Term Loan as one fungible tranche and (ii) unless otherwise required by applicable law, none of the Borrower, the Administrative Agent or any Lender shall take any tax position inconsistent with clause (i) above; (e) each of the parties hereto hereby agrees that the Administrative Agent may, in consultation with the Borrower, take any and all action as may be reasonably necessary to ensure that, upon the effectiveness of the making of the Amendment No. 1 New Term Loans on the Amendment No. 1 Effective Date, all such Amendment No. 1 New Term Loans are included in each Borrowing of outstanding Initial Term Loans on a pro rata basis; and (f) by executing and delivering this Amendment, each Amendment No. 1 New Term Loan Lender hereunder shall be deemed to: (i) confirm that it has received a copy of the Existing Credit Agreement and the other Credit Documents and the exhibits thereto, together with copies of the financial statements referred to therein and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Amendment; (ii) agree that it will, independently and without reliance upon the Administrative Agent, the Collateral Agent, any other Amendment No. 1 New Term Loan Lender or any other Lender or Agent and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Existing Credit Agreement; (iii) appoint and authorize the Administrative Agent and the Collateral Agent to take such action as agent on its behalf and to exercise such powers under the Existing Credit Agreement and the other Credit Documents as are delegated to the Administrative Agent or the Collateral Agent, as the case may be, by the terms thereof, together with such powers as are reasonably incidental thereto; and (iv) agree that it will perform in accordance with their terms all of the obligations which by the terms of the Existing Credit Agreement are required to be performed by it as an Amendment No. 1 New Term Loan Lender.

Incremental Amendment. Each party hereto agrees as follows: (a) this This Amendment constitutes a Joinder Agreement is an amendment to incur an additional term loan facility as described in Section 2.14(a) of the Existing Credit Agreement as referred which shall be deemed incurred pursuant to in Section 2.14 of the Existing Credit Agreement; (b) subject this Amendment. Subject to the satisfaction of the conditions set forth in Section 4 below, each Amendment No. 1 Term Incremental Lender agrees, effective as of the First Amendment No. 1 Effective Date (as defined below)Date, to extend the Amendment No. 1 Term Loans term loan commitments set forth opposite such Amendment No. 1 Term Incremental Lender’s name in under the heading “First Amendment Incremental Term Loan Commitments” on Schedule 1 attached hereto; C-1 hereto on the First Amendment Effective Date (c) from the “First Amendment Incremental Term Loan Commitments”). From and after the First Amendment No. 1 Effective Date, (i) each Amendment No. 1 New Term Loan Incremental Lender shall be a an “New Term Loan Lender” and a “Term Loan Lender” for all purposes under the Existing Credit Agreement and the other Credit Documents and perform all the obligations ofLoan Documents, and shall have all of the rights of, and obligations of a Lender thereunder, under the Credit Agreement and the other Loan Documents (ii) the First Amendment No. 1 New Incremental Term Loan Commitment of each Amendment No. 1 New Term Loan Incremental Lender shall be a “Term Loan Commitment” for all purposes under the Existing Credit Agreement and the other Loan Documents and Schedule C-1 of the Existing Credit Documents, Agreement shall be deemed amended and supplemented to include such Schedule C-1 hereto and (iii) the First Amendment No. 1 New Term Loan Facility shall constitute part of the “Credit Facility” for all purposes under the Existing Credit Agreement and the other Credit Documents, and (iv) the Amendment No. 1 New Incremental Term Loans of each Amendment No. 1 New Term Lender the Incremental Lenders shall each be a “New Term Loan” and “Term Loans” (and have the same terms (including with respect to Guarantees, Collateral, Applicable Margin, Initial Term Loan Maturity Date, Guarantees and Collateral and rights to prepayment payment and repaymentprepayment) as the Term Loans outstanding prior to made on the Amendment No. 1 Effective Initial Closing Date) ), for all purposes under the Existing Credit Agreement and the other Loan Documents. The First Amendment Incremental Term Loans shall be made in a single Borrowing on the First Amendment Effective Date. (b) For the avoidance of doubt, the terms and provisions of the First Amendment Incremental Term Loans shall be identical to the Term Loans made on the Initial Closing Date, including the same repayment terms and the same Applicable Margin and Prepayment Premium terms set forth in the Existing Credit Documents;Agreement. (c) Notwithstanding anything to the contrary in the Credit Agreement, (i) the First Amendment Incremental Term Loans will be borrowed at the LIBOR Option, (ii) the initial Interest Period applicable to the First Amendment Incremental Term Loans shall end on the same day as the Interest Period in effect on the First Amendment Effective Date with respect to the Term Loans made on the Initial Closing Date and (iii) the LIBOR Rate with respect to such initial Interest Period shall be identical to the LIBOR Rate for such Interest Period in effect on the First Amendment Effective Date with respect to the Term Loans made on the Initial Closing Date. (d) all of the parties hereto agree that the Amendment No. 1 New Term Loans will, upon funding, be an increase in the Term Loans outstanding prior Notwithstanding anything to the Amendment No. 1 Effective Date (after giving effect to this Amendment), will constitute Term Loans for all purposes contrary in Section 2.14 of the Existing Credit Agreement, will have the same terms as execution and delivery of this Amendment by Borrower and the existing Term Loans, will, together satisfaction of all conditions precedent to effectiveness of this Amendment pursuant to Section 4 hereof shall be deemed to constitute a properly delivered and accepted written notice by Borrower in accordance with the existing Term Loans, be treated as one Class terms of Term Loans, and will have an initial Interest Period ending on same day as the current Interest Period for the Term Loans outstanding prior to the Amendment No. 1 Effective Date. For U.S. federal income tax purposes, the parties hereto intend to treat (iSection 2.14(a) all Amendment No. 1 New Term Loans and existing Term Loan as one fungible tranche and (ii) unless otherwise required by applicable law, none of the Borrower, the Administrative Agent or any Lender shall take any tax position inconsistent with clause (i) above;Existing Credit Agreement. (e) each The Borrower and the Lenders party hereto hereby waive the procedures set forth in Section 2.14(b) of the parties hereto hereby agrees that the Administrative Agent may, in consultation with the Borrower, take any and all action as may be reasonably necessary to ensure that, upon the effectiveness of the making of the Amendment No. 1 New Term Loans on the Amendment No. 1 Effective Date, all such Amendment No. 1 New Term Loans are included in each Borrowing of outstanding Initial Term Loans on a pro rata basis; and (f) by executing and delivering this Amendment, each Amendment No. 1 New Term Loan Lender hereunder shall be deemed to: (i) confirm that it has received a copy of the Existing Credit Agreement and acknowledge and agree that each Lender has been provided the other Credit Documents and the exhibits thereto, together with copies option to provide up to its Pro Rata Share of the financial statements referred to therein and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Amendment; (ii) agree that it will, independently and without reliance upon the Administrative Agent, the Collateral Agent, any other Amendment No. 1 New Term Loan Lender or any other Lender or Agent and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Existing Credit Agreement; (iii) appoint and authorize the Administrative Agent and the Collateral Agent to take such action as agent on its behalf and to exercise such powers under the Existing Credit Agreement and the other Credit Documents as are delegated to the Administrative Agent or the Collateral Agent, as the case may be, by the terms thereof, together with such powers as are reasonably incidental thereto; and (iv) agree that it will perform in accordance with their terms all of the obligations which by the terms of the Existing Credit Agreement are required to be performed by it as an Amendment No. 1 New Term Loan Lender.First

Incremental Amendment. Each party hereto agrees as follows: (a) This amendment (this "Incremental Facility Amendment") is an Incremental Facility Amendment constitutes a Joinder Agreement to the Existing Credit Agreement as referred to in Section 2.14 2.21 of the Existing Credit Agreement;, and Borrower and the Incremental Term Lender hereby agree and notify you that: (bi) the total Incremental Term Loan Commitment of the Incremental Term Lender is $150,000,000; and (ii) subject to the satisfaction of the conditions to Borrowing under Section 4.02 of the Credit Agreement and to the satisfaction of the conditions set forth in Section 4 clauses (A) through (C) below, each Amendment Nothe funding of the Incremental Term Loan will occur in one drawing upon Borrower's request in accordance with Sections 2.02 and 4.02 of the Credit Agreement (provided that the Borrowing Date shall be the date hereof). 1 In the event that all or any portion of the Incremental Term Loan is not borrowed on or before the date hereof, the unborrowed portion of the Incremental Term Loan Commitment shall automatically terminate on such date unless the Incremental Term Lender agreesshall, effective in its sole discretion, agree to an extension. (A) no Default shall exist or would exist after giving effect to the making of the Incremental Term Loan and the use of proceeds therefrom; (B) after giving effect to the making of the Incremental Term Loan and the use of proceeds therefrom, Borrower would be in compliance with the Financial Covenants on a pro forma basis on such date and for the most recent fiscal quarter for which financial statements have been delivered in accordance with Section 5.01 of the Credit Agreement after giving effect on a pro forma basis to any related adjustment events, including any acquisitions or dispositions after the beginning of the relevant calculation period but prior to or simultaneous with the borrowing of such Incremental Term Loan; and (C) Borrower shall have delivered to the Administrative Agent and Incremental Term Lender the officer's certificate, dated the date of borrowing, required by Section 2.21(b) of the Credit Agreement and also certifying as of the Amendment No. 1 Effective Date date of borrowing to clauses (as defined below), to extend the Amendment No. 1 Term Loans set forth opposite such Amendment No. 1 Term Lender’s name in Schedule 1 attached hereto;A) and (B) above. (cb) from Each of the Incremental Term Lender and after Borrower hereby agrees that the Amendment No. 1 Effective Date, (i) each Amendment No. 1 New Incremental Term Loan Lender shall made pursuant to this Incremental Facility Amendment will be a “New Term B Loan and any lender with an outstanding Incremental Term Loan will be a Term B Lender” , in each case for any and a “Term Loan Lender” for all purposes under the Existing Credit Agreement and the other Credit Documents (A) shall rank pari passu in right of payment and perform all the obligations of, and have all the rights of, a Lender thereunder, (ii) the Amendment No. 1 New Term Loan Commitment right of each Amendment No. 1 New Term Loan Lender shall be a “Term Loan Commitment” for all purposes under the Existing Credit Agreement and the other Credit Documents, (iii) the Amendment No. 1 New Term Loan Facility shall constitute part security in respect of the “Credit Facility” for all purposes under Collateral with the Existing Credit Agreement and the other Credit Documents, existing Term B Loans and (ivB) the Amendment No. 1 New Term Loans of each Amendment No. 1 New Term Lender shall each be a “New Term Loan” and “Term Loans” (and have the same terms (including with respect to Guarantees, Collateral, Applicable Margin, Initial Term Loan Maturity Date, and rights to prepayment and repayment) as the Term Loans outstanding prior to the Amendment No. 1 Effective Date) for all purposes under the Existing Credit Agreement and the other Credit Documents; (d) all of the parties hereto agree that the Amendment No. 1 New Term Loans will, upon funding, be an increase in the Term Loans outstanding prior to the Amendment No. 1 Effective Date (after giving effect to this Amendment), will constitute Term Loans for all purposes of the Existing Credit Agreement, will have the same terms as the Term B Loans existing Term Loans, will, together with the existing Term Loans, be treated as one Class of Term Loans, and will have an initial Interest Period ending on same day as the current Interest Period for the Term Loans outstanding immediately prior to the Amendment No. 1 Effective Date. For U.S. federal income tax purposes, effectiveness of this Incremental Facility Amendment. (c) The table set forth in Section 2.05(d) of the parties hereto intend to treat Credit Agreement is hereby amended by adding (i) all Amendment No. 1 New Term Loans to each payment date from and existing including the first date in such table occurring after the date of borrowing of the Incremental Term Loan as one fungible tranche to and including March 31, 2011, 0.25% of the amount of Incremental Term Loan actually borrowed and (ii) unless otherwise required by applicable lawto each payment date from and including June 30, none 2011 to and including December 31, 2011, 23.8125% of the Borrower, the Administrative Agent or any Lender shall take any tax position inconsistent with clause (i) above;amount of Incremental Term Loan actually borrowed. (ed) each of the parties hereto hereby Borrower covenants and agrees that the Administrative Agent may, in consultation with the Borrower, take any and all action as may be reasonably necessary to ensure that, upon the effectiveness proceeds of the making of the Amendment No. 1 New Term Loans on the Amendment No. 1 Effective Date, all such Amendment No. 1 New Term Loans are included in each Borrowing of outstanding Initial Term Loans on a pro rata basis; and (f) by executing and delivering this Amendment, each Amendment No. 1 New Incremental Term Loan Lender hereunder shall be deemed to: used by Borrower for general corporate purposes including to repay Revolving Loans (iwithout any reduction of Revolving Credit Commitments) confirm that it has received a copy which were incurred to finance the acquisition of the Existing Credit Agreement and the other Credit Documents and the exhibits thereto, together with copies of the financial statements referred to therein and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Amendment; (ii) agree that it will, independently and without reliance upon the Administrative Agent, the Collateral Agent, any other Amendment No. 1 New Term Loan Lender or any other Lender or Agent and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Existing Credit Agreement; (iii) appoint and authorize the Administrative Agent and the Collateral Agent to take such action as agent on its behalf and to exercise such powers under the Existing Credit Agreement and the other Credit Documents as are delegated to the Administrative Agent or the Collateral Agent, as the case may be, by the terms thereof, together with such powers as are reasonably incidental thereto; and (iv) agree that it will perform in accordance with their terms all of the obligations which by the terms of the Existing Credit Agreement are required to be performed by it as an Amendment No. 1 New Term Loan LenderDanville.

Incremental Amendment. Each party hereto agrees as followsEffective upon the satisfaction or waiver of the conditions precedent set forth in Section 3 below, the Borrowers, the Incremental Lenders and the Administrative Agent hereby agree that: (a) this This Section 2 is an Incremental Amendment constitutes a Joinder Agreement to the Existing Credit Agreement as referred to in Section 2.14 2.12 of the Existing Credit Agreement;Agreements. (b) subject Without limiting any provision of Section 1.10 of the Credit Agreements, Merger Sub Borrower is hereby designated as the borrower in respect of the Incremental Loans in accordance with Section 2.12(f) of the Credit Agreements, as such designation may be modified in writing by the Borrower Representative at any time and from time to time prior to the satisfaction funding of the conditions set forth in Section 4 below, each Amendment No. 1 Term Lender agrees, effective as of Incremental Loans on the Amendment No. 1 Take Private Effective Date (as defined below), to extend the Amendment No. 1 Term Loans set forth opposite such Amendment No. 1 Term Lender’s name in Schedule 1 attached hereto;Date. (c) from and after The aggregate principal amount of the Incremental Commitments on the Initial Effective Date is $375,000,000. (d) The Incremental Loans incurred pursuant to this Amendment shall be incurred using the Phase II Incremental Amount (as defined in Amendment No. 1 1). (e) The Incremental Commitments provided pursuant to this Amendment shall constitute Incremental Commitments referred to in Section 2.12 of each Credit Agreement and, on the Take Private Effective Date, (i) the Incremental Commitment of each Amendment No. 1 New Term Loan Incremental Lender shall become the Incremental Term Loans of such Incremental Lender. (f) The Incremental Loans shall have the same terms (after giving effect to the amendment set forth below in Sections 2(h) through (m)) and shall be a deemed to be “New Initial Term Loan Lender” and a “Term Loan LenderLoans” for all purposes under the Existing Credit Agreement Agreements and each other Loan Document, including, but not limited to the other Credit Documents and perform all fact that the obligations of, and have all Incremental Loans will mature on the rights of, a Lender thereunder, Maturity Date applicable to the Initial Term Loans. (iig) The proceeds of the Amendment No. 1 New Term Loan Commitment of each Amendment No. 1 New Term Loan Lender Incremental Loans shall be a “Term Loan Commitment” for all purposes under used to partially fund the Existing Credit Agreement and Phase II Acquisition, the other Credit Documents, Restructuring Transactions and/or the Phase II Transaction Expenses. (iiih) the Amendment No. 1 New Term Loan Facility shall constitute part Effective as of the “Credit Facility” for all purposes under the Existing Credit Agreement and the other Credit Documents, and (iv) the Amendment No. 1 New Term Loans of each Amendment No. 1 New Term Lender shall each be a “New Term Loan” and “Term Loans” (and have the same terms (including with respect to Guarantees, Collateral, Applicable Margin, Initial Term Loan Maturity Date, and rights to prepayment and repayment) as the Term Loans outstanding prior to the Amendment No. 1 Effective Date) for all purposes under the Existing Credit Agreement and the other Credit Documents; (d) all of the parties hereto agree that the Amendment No. 1 New Term Loans will, upon funding, be an increase in the Term Loans outstanding prior to the Amendment No. 1 Effective Date (after giving effect to this Amendment), will constitute Term Loans for all purposes of the Existing Credit Agreement, will have the same terms as the existing Term Loans, will, together with the existing Term Loans, be treated as one Class of Term Loans, and will have an initial Interest Period ending on same day as the current Interest Period for the Term Loans outstanding prior to the Amendment No. 1 Effective Date. For U.S. federal income tax purposes, the parties hereto intend to treat (i) all Amendment No. 1 New Term Loans and existing Term Loan as one fungible tranche and (ii) unless otherwise required by applicable law, none of the Borrower, the Administrative Agent or any Lender shall take any tax position inconsistent with clause (i) above; (e) each of the parties hereto hereby agrees that the Administrative Agent may, in consultation with the Borrower, take any and all action as may be reasonably necessary to ensure that, upon the effectiveness of the making of the Amendment No. 1 New Term Loans on the Amendment No. 1 Take Private Effective Date, all such Amendment No. 1 New Term Loans are included in each Borrowing of outstanding Initial Term Loans on a pro rata basis; and (f) by executing and delivering this Amendment, each Amendment No. 1 New Term Loan Lender hereunder the following new definition shall be deemed to: (i) confirm that it has received a copy added to Section 1.01 of the Existing Credit Agreement and the other Credit Documents and the exhibits thereto, together with copies of the financial statements referred to therein and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Amendment; (ii) agree that it will, independently and without reliance upon the Administrative Agent, the Collateral Agent, any other Amendment No. 1 New Term Loan Lender or any other Lender or Agent and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Existing Credit Agreement; (iii) appoint and authorize the Administrative Agent and the Collateral Agent to take such action as agent on its behalf and to exercise such powers under the Existing Credit Agreement and the other Credit Documents as are delegated to the Administrative Agent or the Collateral Agent, as the case may be, by the terms thereof, together with such powers as are reasonably incidental thereto; and (iv) agree that it will perform in accordance with their terms all of the obligations which by the terms of the Existing Credit Agreement are required to be performed by it as an Amendment No. 1 New Term Loan Lender.alphabetical order:

Incremental Amendment. Each party hereto agrees as follows: (a) This amendment (this "Incremental Facility Amendment") is an Incremental Facility Amendment constitutes a Joinder Agreement to the Existing Credit Agreement as referred to in Section 2.14 2.21 of the Existing Credit Agreement;, and Borrower and the Incremental Term Lender hereby agree and notify you that: (bi) the total Incremental Term Loan Commitment of the Incremental Term Lender is $50,000,000; and (ii) subject to the satisfaction of the conditions to Borrowing under Section 4.02 of the Credit Agreement and to the satisfaction of the conditions set forth in Section 4 clauses (A) through (C) below, each Amendment Nothe funding of the Incremental Term Loan will occur in one drawing upon Borrower's request in accordance with Sections 2.02 and 4.02 of the Credit Agreement (provided that the Borrowing Date shall be the date hereof). 1 In the event that all or any portion of the Incremental Term Loan is not borrowed on or before the date hereof, the unborrowed portion of the Incremental Term Loan Commitment shall automatically terminate on such date unless the Incremental Term Lender agreesshall, effective in its sole discretion, agree to an extension. (A) no Default shall exist or would exist after giving effect to the making of the Incremental Term Loan and the use of proceeds therefrom; (B) after giving effect to the making of the Incremental Term Loan and the use of proceeds therefrom, Borrower would be in compliance with the Financial Covenants on a pro forma basis on such date and for the most recent fiscal quarter for which financial statements have been delivered in accordance with Section 5.01 of the Credit Agreement after giving effect on a pro forma basis to any related adjustment events, including any acquisitions or dispositions after the beginning of the relevant calculation period but prior to or simultaneous with the borrowing of such Incremental Term Loan; (C) the conditions to closing the Acquisition shall have been satisfied or waived and such closing shall occur substantially concurrently with the making of the Incremental Term Loan; and (D) Borrower shall have delivered to the Administrative Agent and Incremental Term Lender the officer's certificate, dated the date of borrowing, required by Section 2.21(b) of the Credit Agreement and also certifying as of the Amendment No. 1 Effective Date date of borrowing to clauses (as defined belowA), to extend the Amendment No. 1 Term Loans set forth opposite such Amendment No. 1 Term Lender’s name in Schedule 1 attached hereto;(B) and (C) above. (cb) from Each of the Incremental Term Lender and after Borrower hereby agrees that the Amendment No. 1 Effective Date, (i) each Amendment No. 1 New Incremental Term Loan Lender shall made pursuant to this Incremental Facility Amendment will be a “New Term B Loan and any lender with an outstanding Incremental Term Loan will be a Term B Lender” , in each case for any and a “Term Loan Lender” for all purposes under the Existing Credit Agreement and the other Credit Documents (A) shall rank pari passu in right of payment and perform all the obligations of, and have all the rights of, a Lender thereunder, (ii) the Amendment No. 1 New Term Loan Commitment right of each Amendment No. 1 New Term Loan Lender shall be a “Term Loan Commitment” for all purposes under the Existing Credit Agreement and the other Credit Documents, (iii) the Amendment No. 1 New Term Loan Facility shall constitute part security in respect of the “Credit Facility” for all purposes under Collateral with the Existing Credit Agreement and the other Credit Documents, existing Term B Loans and (ivB) the Amendment No. 1 New Term Loans of each Amendment No. 1 New Term Lender shall each be a “New Term Loan” and “Term Loans” (and have the same terms (including with respect to Guarantees, Collateral, Applicable Margin, Initial Term Loan Maturity Date, and rights to prepayment and repayment) as the Term Loans outstanding prior to the Amendment No. 1 Effective Date) for all purposes under the Existing Credit Agreement and the other Credit Documents; (d) all of the parties hereto agree that the Amendment No. 1 New Term Loans will, upon funding, be an increase in the Term Loans outstanding prior to the Amendment No. 1 Effective Date (after giving effect to this Amendment), will constitute Term Loans for all purposes of the Existing Credit Agreement, will have the same terms as the Term B Loans existing Term Loans, will, together with the existing Term Loans, be treated as one Class of Term Loans, and will have an initial Interest Period ending on same day as the current Interest Period for the Term Loans outstanding immediately prior to the Amendment No. 1 Effective Date. For U.S. federal income tax purposes, effectiveness of this Incremental Facility Amendment. (c) The table set forth in Section 2.05(d) of the parties hereto intend to treat Credit Agreement is hereby amended by adding (i) all Amendment No. 1 New Term Loans to each payment date from and existing including the first date in such table occurring after the date of borrowing of the Incremental Term Loan as one fungible tranche to and including March 31, 2011, 0.25% of the amount of Incremental Term Loan actually borrowed and (ii) unless otherwise required by applicable lawto each payment date from and including June 30, none 2011 to and including December 31, 2011, 23.8125% of the Borrower, the Administrative Agent or any Lender shall take any tax position inconsistent with clause (i) above;amount of Incremental Term Loan actually borrowed. (ed) each of the parties hereto hereby Borrower covenants and agrees that the Administrative Agent may, in consultation with the Borrower, take any and all action as may be reasonably necessary to ensure that, upon the effectiveness proceeds of the making of the Amendment No. 1 New Term Loans on the Amendment No. 1 Effective Date, all such Amendment No. 1 New Term Loans are included in each Borrowing of outstanding Initial Term Loans on a pro rata basis; and (f) by executing and delivering this Amendment, each Amendment No. 1 New Incremental Term Loan Lender hereunder shall be deemed to: (i) confirm that it has received a copy of used by Borrower to finance the Existing Credit Agreement and the other Credit Documents and the exhibits thereto, together with copies of the financial statements referred to therein and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Amendment; (ii) agree that it will, independently and without reliance upon the Administrative Agent, the Collateral Agent, any other Amendment No. 1 New Term Loan Lender or any other Lender or Agent and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Existing Credit Agreement; (iii) appoint and authorize the Administrative Agent and the Collateral Agent to take such action as agent on its behalf Acquisition and to exercise such powers under the Existing Credit Agreement pay related fees and the other Credit Documents as are delegated to the Administrative Agent or the Collateral Agent, as the case may be, by the terms thereof, together with such powers as are reasonably incidental thereto; and (iv) agree that it will perform in accordance with their terms all of the obligations which by the terms of the Existing Credit Agreement are required to be performed by it as an Amendment No. 1 New Term Loan Lenderexpenses.