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. 3 Term Lender agrees, effective as of the Amendment No. 3 Effective Date (as defined below), to extend the Amendment No. 3 Term Loans set forth opposite such Amendment No. 3 Term Lender’s name in Schedule 1 attached hereto; (c) from and after the Amendment No. 3 Effective Date, (i) each Amendment No. 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. 3 New Term Loan Commitment of each Amendment No. 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. 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. 3 New Term Loans of each Amendment No. 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, Initial Term Loan Maturity Date, and rights to prepayment and repayment) as the Term Loans outstanding prior to the Amendment No. 3 Effective Date 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. 3 New Term Loans will, upon funding, be 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 Amended Credit Agreement, will constitute Term Loans for all purposes of the Existing Credit 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. 3 Effective Date; and (e) by executing and delivering this Amendment, each Amendment No. 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. 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. 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. 3 Term 4 New Revolving Credit Lender agrees, effective as of the Amendment No. 3 4 Effective Date (as defined below)Date, to extend make available to the Borrower the Amendment No. 3 Term Loans 4 New Revolving Credit Commitments set forth opposite such Amendment No. 3 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. 3 4 Effective Date, (i) each Amendment No. 3 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. 3 4 New Term Loan Commitment of each Amendment No. 3 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. 3 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. 3 4 New Term Loans of each Amendment No. 3 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, Initial Term Loan Applicable Margin, Revolving Credit Maturity Date, and rights to prepayment and repayment) as the Term Loans Revolving Credit Commitments outstanding prior to the Amendment No. 3 4 Effective Date except Date, as set forth in the Amended Credit Agreementsuch 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. 3 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, be a separate Series of Term Loans and Revolving Credit Commitments will be treated as a new Class an increase in the existing Revolving Credit Commitments outstanding prior to the Amendment No. 4 Effective Date (after giving effect to this Amendment), will constitute Revolving Credit Commitments for all purposes of Term Loansthe Existing Credit Agreement, will have the same terms as the Initial Term 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 except funded thereunder will, together with any Revolving Credit Loans funded under the existing Revolving Credit Commitments, be treated as otherwise set forth in the Amended one Class of Revolving Credit Agreement, will constitute Term Loans for all purposes of the Existing Credit 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. 3 Effective DateLoans); and (ef) by executing and delivering this Amendment, each Amendment No. 3 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. 3 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. 3 4 New Term Loan Revolving Credit 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. 3 1 Term Lender agrees, effective as of the Amendment No. 3 1 Effective Date (as defined below), to extend the Amendment No. 3 1 Term Loans set forth opposite such Amendment No. 3 1 Term Lender’s name in Schedule 1 attached hereto; (c) from and after the Amendment No. 3 1 Effective Date, (i) each Amendment No. 3 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. 3 1 New Term Loan Commitment of each Amendment No. 3 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. 3 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. 3 1 New Term Loans of each Amendment No. 3 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. 3 1 Effective Date except as set forth in the Amended Credit AgreementDate) for all purposes under the Existing Credit Agreement and the other Credit Documents; (d) all of the parties hereto agree that the Amendment No. 3 1 New Term Loans will, upon funding, be a separate Series of an increase in the Term Loans and will be treated as a new Class of Term Loans, will have outstanding prior to the same terms as the Initial Term Loans except as otherwise set forth in the Amended Credit AgreementAmendment No. 1 Effective Date (after giving effect to this Amendment), will constitute Term Loans for all purposes of the Existing Credit Agreement 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. 3 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 (ef) by executing and delivering this Amendment, each Amendment No. 3 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. 3 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. 3 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. 3 6 New Term Loan Lender agrees, effective as of the Amendment No. 3 6 Effective Date (as defined below), to extend the Amendment No. 3 6 New Term Loans set forth opposite such Amendment No. 3 6 New Term Loan Lender’s name in Schedule 1 attached hereto; (c) from and after the Amendment No. 3 6 Effective Date, (i) each Amendment No. 3 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. 3 6 New Term Loan Commitment of each Amendment No. 3 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. 3 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. 3 6 New Term Loans of each Amendment No. 3 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, Initial Term Loan Maturity DateApplicable Margin, and rights to prepayment and repayment) as the Term Loans outstanding prior to the Amendment No. 3 6 Effective Date 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. 3 6 New Term Loans will, upon funding, be 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 Amended Credit Agreement, will constitute Term Loans for all purposes of the Existing Credit 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. 3 6 Effective Date; and; (e) by executing and delivering this Amendment, each Amendment No. 3 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. 3 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. 3 6 New Term Loan Lender.

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. 3 Term Lender agrees, effective as of Incremental Loans on the Amendment No. 3 Take Private Effective Date (as defined below), to extend the Amendment No. 3 Term Loans set forth opposite such Amendment No. 3 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. 3 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. 3 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 the each other Credit Documents and perform all the obligations ofLoan Document, and have all the rights ofincluding, a Lender thereunder, (ii) the Amendment No. 3 New Term Loan Commitment of each Amendment No. 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. 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. 3 New Term Loans of each Amendment No. 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, Initial Term Loan Maturity Date, and rights to prepayment and repayment) as the Term Loans outstanding prior but not limited to the Amendment No. 3 Effective Date 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 fact that the Amendment No. 3 New Term Incremental Loans will, upon funding, be a separate Series of Term Loans and will be treated as a new Class of Term Loans, will have mature on the same terms as Maturity Date applicable to the Initial Term Loans. (g) The proceeds of the Incremental Loans except shall be used to partially fund the Phase II Acquisition, the Restructuring Transactions and/or the Phase II Transaction Expenses. (h) Effective as otherwise set forth in of the Amended Credit AgreementTake Private Effective Date, will constitute Term Loans for all purposes the following new definition shall be added to Section 1.01 of the Existing Credit 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. 3 Effective Date; and (e) by executing and delivering this Amendment, each Amendment No. 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. 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. 3 New Term Loan Lender.alphabetical order:

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. 3 Term Lender agrees, effective a. On and as of the Incremental Amendment No. 3 Effective Date (as defined below), to extend the Amendment No. 3 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. 3 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. 3 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. 3 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 ofdate of the making of the Incremental Term Loans, and have all notwithstanding anything to the rights contrary set forth in Section 2.02 of the Credit Agreement, the Incremental Term Loans shall be added to (and form part of) each Term Borrowing of outstanding Term Loans on a pro rata basis (based on the relative sizes of the various outstanding Term Borrowings), a so that each Lender thereunderof Term Loans will participate proportionately in each then outstanding Borrowing of Term Loans. c. The Incremental Term Loan Lender, (ii) Holdings and the Amendment No. 3 New Borrowers agree to the terms and conditions set forth herein in respect of the Incremental Term Loan Commitment of each Amendment No. 3 New provided pursuant to this Incremental Amendment. d. The 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 No. 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. 3 New Term Loans of each Amendment No. 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, Initial Term Loan Maturity Date, and rights to prepayment and repayment) as the Term Loans outstanding prior to the Amendment No. 3 Effective Date 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. 3 New Term Loans will, upon funding, be 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 Amended Credit Agreement, will constitute Term Loans for all purposes of the Existing Credit 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. 3 Effective Date; and (e) by executing and delivering this Amendment, each Amendment No. 3 New 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. 3 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. 3 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 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. 3 Term Lender agrees, effective as of the First Amendment No. 3 Effective Date (as defined below)Date, to extend (x) provide the First Amendment No. 3 Term Loans 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 hereto and (y) provide the Percentage of the Revolving Facility Commitment Amount set forth opposite such Amendment No. 3 Term Lender’s name under the heading “Revolving Loan Commitment” in Schedule 1 attached hereto; (c) from . From and after the First Amendment No. 3 Effective Date, (i) each First Amendment No. 3 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. 3 New Term Loan Commitment of each First Amendment No. 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 First Amendment No. 3 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. 3 New Term Loans of each Amendment No. 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, 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. 3 Effective Date except as set forth in the Amended Credit Agreement) 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 Revolving Loans as necessary such that, after giving effect to the First Amendment No. 3 New Term Loans willRevolving Loans, upon funding, be a separate Series of Term each Lender will hold Revolving Loans and will be treated as a new Class participation interests based on its Percentage of Term Loans, will have the same terms as the Initial Term Revolving Loans except as otherwise set forth in on Schedule 1 attached hereto. The Borrower shall be responsible for any costs arising under the Amended Credit Agreement, will constitute Term Loans for all purposes of the Existing Credit Agreement resulting from such reallocation 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. 3 Effective Date; and (e) by executing and delivering this Amendment, each Amendment No. 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. 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. 3 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. 3 Term Lender agrees, effective as herein and the occurrence of the Incremental Amendment No. 3 Effective Date (as defined below), to extend the Amendment No. 3 Term Loans set forth opposite such Amendment No. 3 Term Lender’s name in Schedule 1 attached hereto; (c) from and after the Amendment No. 3 Effective Date, (i) each Amendment No. 3 New Term Loan Lender shall be there is hereby established under the Amended Credit Agreement a “New Term Loan Lender” and a new Class of Incremental Loans entitled the “Term Loan B-3 Loans” (the Lenders holding such Term B-3 Loans (or Commitments in respect thereof), including the Additional Lender” for all purposes under the Existing Credit Agreement , are referred to herein as “Term B-3 Lenders”) and the other Credit Documents and perform all the obligations of, and have all the rights of, a Lender thereunder, (ii) the Additional Lender party hereto agrees to make to the Term B-3 Borrowers, jointly and severally, on the Incremental Amendment No. 3 New Term Loan Commitment of each Amendment No. 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. 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. 3 New Term Loans of each Amendment No. 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, Initial Term Loan Maturity Effective Date, a loan in Dollars in the form of a Term B-3 Loan in an aggregate principal amount equal to $170,000,000. Amounts borrowed under this Section 1(b) and rights to prepayment and repayment) repaid or prepaid may not be reborrowed. Term B-3 Loans may be Base Rate Loans or Eurodollar Rate Loans, as the Term Loans outstanding prior to the Amendment No. 3 Effective Date except as set forth further provided in the Amended Credit Agreement) for all purposes under . Notwithstanding anything in the Existing Credit Agreement to the contrary, the required notice periods for the initial funding of the Term B-3 Loans shall be as agreed between the Borrowers and the other Administrative Agent. (c) The Term B-3 Borrowers shall, jointly and 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 Effective Date (which payments shall be reduced as a result of the application of prepayments in accordance with the order of priority set forth in Section 2.03 of the Amended Credit Documents;Agreement). The Term B-3 Borrowers shall, jointly and severally, repay all outstanding Term B-3 Loans on the Original Loan Maturity Date. (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. 3 New Term Loans will, upon funding, be 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 “floors” set forth in the definition of “Eurodollar Rate” and “Base Rate” in the Credit Agreement shall also apply to the Term B-3 Loans under the Amended Credit Agreement, will constitute Term Loans for all purposes of the Existing Credit 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. 3 Effective Date; and. (e) by executing The prepayment provisions applicable to the Term B-1 Loans and delivering this AmendmentTerm B-2 Loans under the Credit Agreement shall continue to apply, each and shall also be applicable to the Term B-3 Loans, under the Amended Credit Agreement. In addition, in the event that, on or prior to the date that is one year after the Incremental Amendment No. 3 New Effective Date, the 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. 3 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. 3 New Term Loan LenderB-3 Loans.

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. 3 Term Lender 12 ▇▇▇▇ ▇▇▇▇▇▇ agrees, effective as of the Amendment No. 3 12 Effective Date (as defined below)Date, to extend the Amendment No. 3 12 Term Loans set forth opposite such Amendment No. 3 Term Lender12 ▇▇▇▇ ▇▇▇▇▇▇’s name in Schedule 1 II attached hereto; (c) from and after the Amendment No. 3 12 Effective Date, (i) each Amendment No. 3 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. 3 New 12 Term Loan Commitment Commitments of each Amendment No. 3 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. 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. 3 New 12 Term Loans of each Amendment No. 3 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, Initial Term Loan Applicable Margin, Maturity Date, and rights to prepayment and repayment) as the Term B-7 Loans outstanding prior to the Amendment No. 3 12 Effective Date except as set forth in (the Amended Credit Agreement“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. 3 New 12 Effective Date and ends on the last day of the Interest Period applicable to the Existing Term Loans willon the Amendment No. 12 Effective Date. During such initial Interest Period, upon funding, be a separate Series of the Yield applicable to the Amendment No. 12 Term Loans and will shall be treated as a new Class of Term Loans, will have the same terms as the Initial Yield (other than the issue price) applicable for the Existing Term Loans except as otherwise set forth in of the Amended Credit AgreementAmendment No. 12 Effective Date. From and after the Amendment No. 12 Effective Date, will the Term B-7 Loans and the Amendment No. 12 Term Loans shall constitute a single Class and a single Borrowing of Term Loans for all purposes of the Existing Credit 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. 3 Effective Date; and (e) by executing and delivering this Amendment, each Amendment No. 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. 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 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. 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. 3 5 New Term Loan Lender agrees, effective as of the Amendment No. 3 5 Effective Date (as defined below), to extend the Amendment No. 3 5 New Term Loans set forth opposite such Amendment No. 3 5 New Term Loan Lender’s name in Schedule 1 attached hereto; (c) from and after the Amendment No. 3 5 Effective Date, (i) each Amendment No. 3 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. 3 5 New Term Loan Commitment of each Amendment No. 3 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. 3 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. 3 5 New Term Loans of each Amendment No. 3 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. 3 5 Effective Date except as set forth in the Amended Credit AgreementDate) for all purposes under the Existing Credit Agreement and the other Credit Documents; (d) all of the parties hereto agree that the Amendment No. 3 5 New Term Loans will, upon funding, be a separate Series of Term Loans and will be treated as a new Class of Term Loans, will have the same terms as an increase in the Initial Term Loans except as otherwise set forth in outstanding prior to the Amended Credit AgreementAmendment No. 5 Effective Date (after giving effect to this Amendment), will constitute Initial Term Loans for all purposes of the Existing Credit Agreement 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. 3 5 Effective Date. For U.S. federal income tax purposes, the parties hereto intend to treat (i) all Amendment No. 5 New Term Loans and existing Initial Term 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. 5 New Term Loans on the Amendment No. 5 Effective Date, all such Amendment No. 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 (ej) by executing and delivering this Amendment, each Amendment No. 3 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. 3 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. 3 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 (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. 3 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). 3 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. 3 Incremental Term Loans set forth opposite such Amendment No. 3 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. 3 Effective Date, (i) each Amendment No. 3 New making of the Incremental 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 use of proceeds, the obligations of, and have all the rights of, Consolidated Senior Leverage Ratio does not exceed 3.25 to 1.00; (D) on a Lender thereunder, pro forma basis (ii) the Amendment No. 3 New Term Loan Commitment of each Amendment No. 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. 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. 3 New Term Loans of each Amendment No. 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, Initial Term Loan Maturity Date, and rights to prepayment and repayment) as the Term Loans outstanding prior to the Amendment No. 3 Effective Date except as set forth in the Amended 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), (B), (C) and (D) above. (b) Each of the Increasing Lenders and the Parent Borrower hereby agree that the Incremental Term Loan made pursuant to this Incremental Facility Amendment will be a Term Loan and 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; (dA) all shall rank pari passu in right of payment and right of security in respect of the parties hereto agree that Collateral with the Amendment No. 3 New Term Loans will, upon funding, be a separate Series of existing Term Loans and will be treated as a new Class of Term Loans, will (B) shall have the same terms as the Initial Term Loans except as otherwise existing immediately prior to the effectiveness of this Incremental Facility Amendment. (c) The table set forth in the Amended Credit Agreement, will constitute Term Loans for all purposes Section 2.2 of the Existing Credit 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. 3 Effective Date; and (e) is hereby amended by executing and delivering this Amendment, each Amendment No. 3 New Term Loan Lender hereunder shall be deemed to: adding (i) confirm that it has received a copy of to each quarterly installment from and including the Existing Credit Agreement second quarterly installment to and including the other Credit Documents twenty-forth quarterly installment, $169,565.22 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 to each quarterly installment from and including the twenty-fifth quarterly installment to and including the twenty-eighth quarterly installment, $15,275,000. (d) The Parent Borrower covenants and agrees that it will, independently and without reliance upon the Administrative Agent, proceeds of the Collateral Agent, any other Amendment No. 3 New Incremental Term Loan Lender or any other Lender or Agent and based on such documents and information as it shall deem appropriate at be used by the time, continue to make its own credit decisions in taking or not taking action under Parent Borrower for 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. 3 New Term Loan Lender.

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). 3 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. 3 Effective Date (as defined below), to extend the Amendment No. 3 Term Loans conditions set forth opposite such Amendment No. 3 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. 3 Effective Date, (i) each Amendment No. 3 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. 3 New Term Loan Commitment of each Amendment No. 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. 3 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) the Amendment No. 3 New Term Loans shall rank pari passu in right of each Amendment No. 3 New Term Lender shall each be a “New Term Loan” payment and “Term Loans” (and have the same terms (including with right of security in respect to Guarantees, Collateral, Initial Term Loan Maturity Date, and rights to prepayment and repayment) as the Term Loans outstanding prior to the Amendment No. 3 Effective Date 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 Collateral with the Amendment No. 3 New Term Loans will, upon funding, be a separate Series of existing Term Loans and will be treated as a new Class of Term Loans, will (B) shall have the same terms as the Initial Term Loans except as otherwise set forth in the Amended Credit Agreement, will constitute Term Loans for all purposes of the Existing Credit Agreement 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. 3 Effective Date; andeffectiveness of this Increase Joinder after giving effect to the First Amendment, except that the Borrower shall make quarterly principal payments on the Incremental Term Loans in an amount equal to 0.25% of the aggregate amount of Incremental Term Loans borrowed, payable on the last Business Day of each quarter, commencing on June 30, 2006. (ec) by executing Borrower covenants and delivering this Amendment, each Amendment No. 3 New agrees that the proceeds of the 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. 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 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. 3 New Term Loan Lenderexpenses.

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. 3 Term Lender agrees, effective as of the Amendment No. 3 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. 3 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. 3 Term B-1 Lender’s name in Schedule 1 attached hereto; Annex I (ccollectively, the “Term B-1 Commitments”) from and after on the Amendment No. 3 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, (i) each Amendment No. 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. 3 New Term Loan Commitment of each Amendment No. 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. 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. 3 New Term Loans of each Amendment No. 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, Initial Term Loan Maturity Date, and rights to prepayment and repayment) as the Term Loans outstanding prior to the Amendment No. 3 Effective Date except as set forth 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 when funded on the Effective Date. Such closing fees shall be in all respects fully earned, due and payable on the Effective Date and non-refundable and non-creditable 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. 3 New Term Loans will, upon funding, be 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 Amended Credit Agreement, will constitute Term Loans for all purposes of the Existing Credit Agreement 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 as of the Amendment No. 3 Effective Date; and (e) , as determined by executing the Borrower and delivering this Amendmentthe Term B-1 Lenders, each Amendment No. 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. 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. 3 New Term Loan Lender4.50% per annum.