Common use of Amendment and Restatement Clause in Contracts

Amendment and Restatement. The Borrowers, the Agent and the Lenders hereby agree that upon the effectiveness of this Agreement, the terms and provisions of the Existing Agreement shall be and hereby are amended and restated in their entirety by the terms and conditions of this Agreement and the terms and provisions of the Existing Agreement, except as otherwise provided herein, shall be superseded by this Agreement. Notwithstanding the amendment and restatement of the Existing Agreement by this Agreement, the Borrowers shall continue to be liable to the Agent and the Existing Lender with respect to (and to the extent of) agreements on the part of the Borrowers under the Existing Agreement to indemnify and hold harmless the Agent and the Existing Lender from and against all claims, demands, liabilities, damages, losses, costs, charges and expenses to which the Agent and the Existing Lender may be subject arising in connection with the Existing Agreement. This Agreement is given as a substitution of, and not as a payment of, the obligations of Borrowers under the Existing Agreement and is not intended to constitute a novation of the Existing Agreement. Except as otherwise selected by the Borrowers by delivery of a Borrowing Notice or Interest Rate Selection Notice prior to the Closing Date in accordance with the terms hereof, upon the effectiveness of this Agreement all amounts outstanding and owing by Borrowers under the Existing Agreement as of the Closing Date, as determined by the Lenders, shall constitute Base Rate Loans hereunder if such outstanding amounts were Base Rate Loans under the Existing Agreement, and shall constitute Eurodollar Rate Loans hereunder if such outstanding amounts were Eurodollar Rate Loans under the Existing Agreement. Except as otherwise provided for by the Borrowers by delivery to the Agent of an Application and Agreement for Letters of Credit prior to the Closing Date in accordance with the terms hereof, upon the effectiveness of this Agreement, all Letters of Credit issued for the account of the Borrowers under the Existing Agreement as of the Closing Date shall constitute Letters of Credit hereunder.

Amendment and Restatement. The Borrowers(a) On the Restatement Effective Date, the Agent commitment of each lender that is a party to the Existing Credit Agreement but is not a party to this Agreement (an “Exiting Lender”) will be terminated, all outstanding obligations owing to the Exiting Lenders will be repaid in full and each Exiting Lender will cease to be a Lender under the Existing Credit Agreement and will not be a Lender under this Agreement. As of the Restatement Effective Date, the remaining “Lenders” under (and as defined in) the Existing Credit Agreement shall be Lenders hereby agree that upon the effectiveness under this Agreement with Commitments as set forth on Schedule 2.01 hereto and by its execution and delivery of this Agreement, each such Lender hereby consents to the terms execution and provisions of the Existing Agreement shall be and hereby are amended and restated in their entirety by the terms and conditions delivery of this Agreement and to the terms and provisions non-pro rata reduction of commitments occurring on the Restatement Effective Date as a result of the termination of the commitments of the Exiting Lenders, and the concurrent repayment in full of all loans and other obligations owing (whether or not due) to the Exiting Lenders. On the Restatement Effective Date, the Existing Agreement, except as otherwise provided herein, Credit Agreement shall be amended, restated and superseded in its entirety by this Agreement. Notwithstanding The parties hereto 160 1" = "1" "US 170437103" "" US 170437103 acknowledge and agree that (a) this Agreement and the other Loan Documents, whether executed and delivered in connection herewith or otherwise, do not constitute a novation, payment and reborrowing, or termination of the rights, obligations and liabilities of the respective parties (including the Obligations) existing under the Existing Credit Agreement as in effect prior to the Restatement Effective Date and (b) such obligations are in all respects continuing (as amended and restated hereby) with only the terms thereof being modified as provided in this Agreement. Without limiting the generality of the foregoing (i) all Existing Letters of Credit shall on the Restatement Effective Date become Letters of Credit hereunder and (ii) all other Obligations outstanding under the Existing Credit Agreement shall on the Restatement Effective Date be Obligations under this Agreement. To the extent the Existing Credit Agreement provides that certain terms survive the termination of the Existing Credit Agreement or survive the payment in full of principal, interest and all other amounts payable thereunder, then such terms shall survive the amendment and restatement of the Existing Agreement by this Credit Agreement, the Borrowers shall continue to be liable to the Agent and the Existing Lender with respect to (and to the extent of) agreements on the part of the Borrowers under the Existing Agreement to indemnify and hold harmless the Agent and the Existing Lender from and against all claims, demands, liabilities, damages, losses, costs, charges and expenses to which the Agent and the Existing Lender may be subject arising in connection with the Existing Agreement. This Agreement is given as a substitution of, and not as a payment of, the obligations of Borrowers under the Existing Agreement and is not intended to constitute a novation of the Existing Agreement. Except as otherwise selected by the Borrowers by delivery of a Borrowing Notice or Interest Rate Selection Notice prior to the Closing Date in accordance with the terms hereof, upon the effectiveness of this Agreement all amounts outstanding and owing by Borrowers under the Existing Agreement as of the Closing Date, as determined by the Lenders, shall constitute Base Rate Loans hereunder if such outstanding amounts were Base Rate Loans under the Existing Agreement, and shall constitute Eurodollar Rate Loans hereunder if such outstanding amounts were Eurodollar Rate Loans under the Existing Agreement. Except as otherwise provided for by the Borrowers by delivery to the Agent of an Application and Agreement for Letters of Credit prior to the Closing Date in accordance with the terms hereof, upon the effectiveness of this Agreement, all Letters of Credit issued for the account of the Borrowers under the Existing Agreement as of the Closing Date shall constitute Letters of Credit hereunder.

Amendment and Restatement. The Borrowers, the Agent and the Lenders hereby agree that upon the effectiveness of this Agreement, the terms and provisions of the Existing Agreement shall be and hereby are amended and restated in their entirety by the terms and conditions of this Agreement and the terms and provisions of the Existing Agreement, except as otherwise provided herein, shall be superseded by this Agreement. Notwithstanding In connection with the amendment and restatement of the Existing Credit Agreement pursuant hereto, Borrower, Administrative Agent and the Lenders shall as of the Effective Date make adjustments to the outstanding principal amount of the “Revolving Credit Loans” under the Existing Credit Agreement (as such term is defined therein) (but not any interest accrued thereon prior to the Effective Date or any accrued commitment fees under the Existing Credit Agreement prior to the Effective Date), including the borrowing of additional Revolving Credit Loans hereunder and the repayment of “Revolving Credit Loans” under the Existing Credit Agreement (as such term is defined therein) plus all applicable accrued interest, fees and expenses as shall be necessary to provide for Revolving Credit Loans by each Lender in proportion to, and in any event not in excess of, the amount of its relevant Revolving Credit Commitment as of the Effective Date, but in no event shall such adjustment of any Eurodollar Loans entitle any Lender to any reimbursement under Section 2.16 hereof or Section 2.16 of the Existing Credit Agreement; provided that the foregoing is not intended to relieve Borrower for paying any such costs to lenders under the Existing Credit Agreement to the extent such lenders are not Lenders under this Agreement, the Borrowers and each Lender shall continue be deemed to be liable to the Agent have made an assignment of its outstanding Loans and the Existing Lender with respect to (and to the extent of) agreements on the part of the Borrowers commitments under the Existing Credit Agreement and assumed outstanding Loans and commitments of other Lenders under the Existing Credit Agreement as may be necessary to indemnify effect the foregoing. The parties hereto acknowledge and hold harmless the Agent agree that (i) this Agreement, any promissory notes delivered pursuant this Agreement and the other Loan Documents executed and delivered in connection herewith do not constitute a novation or termination of the “Obligations” (as defined in the Existing Lender from Credit Agreement) under the Existing Credit Agreement as in effect prior to the Effective Date and against (ii) such “Obligations” are in all claims, demands, liabilities, damages, losses, costs, charges and expenses to which respects continuing with only the Agent terms thereof being modified as provided in this Agreement and the Obligations hereunder are in renewal and extension of the obligations and indebtedness under the Existing Lender may be subject Credit Agreement. Notwithstanding the modifications effected by this Agreement of the representations, warranties and covenants of the Borrower contained in the Existing Credit Agreement, the Borrower acknowledges and agrees that any causes of action or other rights created in favor of the Administrative Agent, any Issuing Bank or any Lender, in each case, arising out of the representations and warranties of the Borrower contained in or delivered in connection with the Existing Agreement. This Credit Agreement is given as a substitution ofshall survive the execution, delivery and not as a payment of, the obligations of Borrowers under the Existing Agreement and is not intended to constitute a novation of the Existing Agreement. Except as otherwise selected by the Borrowers by delivery of a Borrowing Notice or Interest Rate Selection Notice prior to the Closing Date in accordance with the terms hereof, upon the effectiveness of this Agreement all amounts outstanding and owing by Borrowers to the extent provided in the Existing Credit Agreement prior to the termination thereof. All indemnification obligations of the Borrower arising under the Existing Credit Agreement (including any arising from a breach of the representations thereunder) shall survive to the extent provided in the Existing Credit Agreement prior to the termination thereof. In addition, as of the Closing Effective Date, as determined by the Lenders, shall constitute Base Rate Loans hereunder if such each Letter of Credit outstanding amounts were Base Rate Loans under the Existing Agreement, and Credit Agreement shall constitute Eurodollar Rate Loans hereunder if such outstanding amounts were Eurodollar Rate Loans be deemed to have been issued under the Existing Agreement. Except as otherwise provided for by the Borrowers by delivery to the Agent of an Application and Agreement for Letters of Credit prior to the Closing Date in accordance with the terms hereof, upon the effectiveness of this Agreement, all Letters of Credit issued for the account of the Borrowers under the Existing Agreement as of the Closing Date shall constitute Letters of Credit hereunder.

Amendment and Restatement. The Borrowers, the Agent and the Lenders hereby agree that upon Upon the effectiveness of this Agreement, the terms and provisions of the Existing Credit Agreement shall be and hereby are amended and restated in their its entirety by the terms and conditions of this Agreement and the terms and provisions of the Existing Agreement, except as otherwise provided herein, shall be superseded by this Agreement. Notwithstanding The Existing Obligations outstanding on the amendment and restatement of the Existing Agreement by this Agreement, the Borrowers Restatement Date shall continue to be liable to the Agent in full force and the Existing Lender with respect to (effect and to the extent of) agreements on the part of the Borrowers under the Existing Agreement to indemnify and hold harmless the Agent and the Existing Lender from and against all claims, demands, liabilities, damages, losses, costs, charges and expenses to which the Agent and the Existing Lender may be subject arising in connection with the Existing Agreement. This Agreement is given as a substitution ofconstitute Obligations, and not as a payment of, the obligations of Borrowers under the Existing Agreement and is not intended to constitute a novation of the Existing Agreement. Except as otherwise selected by the Borrowers by delivery of a Borrowing Notice or Interest Rate Selection Notice prior to the Closing Date in accordance with the terms hereof, upon the effectiveness of this Agreement shall not constitute a novation or repayment of the Existing Obligations. Such Existing Obligations, together with any and all amounts outstanding and owing additional Obligations incurred by Borrowers under this Agreement or under any of the Other Documents, shall continue to be secured by, among other things, the Collateral, whether now existing or hereafter acquired and wheresoever located, all as more specifically set forth in this Agreement and the Other Documents. Each Borrower hereby reaffirms its obligations, liabilities, grants of security interests, pledges and the validity of all covenants by it contained in the Existing Credit Agreement and in any and all Other Documents, as amended, supplemented or otherwise modified by this Agreement and by the Other Documents delivered on the Restatement Date. Any and all references in any Other Documents (including the “Loan Documents” (as such term is defined in the Existing Credit Agreement) to the Existing Credit Agreement shall be deemed to be amended to refer to this Agreement. 124 147420493 Each of the parties has signed this Agreement effective as of the Closing Dateday and year first above written. BORROWERS: VIRCO MFG. CORPORATION, a Delaware corporation By: /s/ Xxxxxx X. Dose Name: Xxxxxx X. Dose Title: Senior Vice President Finance, Treasurer and Secretary VIRCO INC., a Delaware corporation By: /s/ Xxxxxx X. Dose Name: Xxxxxx X. Dose Title: Senior Vice President Finance, Treasurer and Secretary 125 147420493 PNC BANK, NATIONAL ASSOCIATION, As Lender and as determined by the Lenders, shall constitute Base Rate Loans hereunder if such outstanding amounts were Base Rate Loans under the Existing Agreement, and shall constitute Eurodollar Rate Loans hereunder if such outstanding amounts were Eurodollar Rate Loans under the Existing Agreement. Except as otherwise provided for by the Borrowers by delivery to the Agent of an Application and Agreement for Letters of Credit prior to the Closing Date in accordance with the terms hereof, upon the effectiveness of this Agreement, all Letters of Credit issued for the account of the Borrowers under the Existing Agreement as of the Closing Date shall constitute Letters of Credit hereunder.By: /s/ Xxxxxxxxxxx Xxxxxx Name: Xxxxxxxxxxx Xxxxxx Title: Vice President

Amendment and Restatement. The BorrowersBorrower, the Agent Lenders and the Lenders hereby Administrative Agent agree that that, upon (i) the effectiveness execution and delivery of this AgreementAgreement by each of the parties hereto and (ii) satisfaction (or waiver by the aforementioned parties) of the conditions precedent set forth in Section 5.1, the terms and provisions of the Existing Credit Agreement shall be and hereby are amended amended, superseded and restated in their entirety by the terms and conditions provisions of this Agreement and the terms and provisions of the Existing Agreement, except as otherwise provided herein, shall be superseded by this Agreement. Notwithstanding the amendment and restatement of the Existing Agreement by this Agreement, the Borrowers shall continue to be liable to the Agent and the Existing Lender with respect to (and to the extent of) agreements on the part of the Borrowers under the Existing Agreement to indemnify and hold harmless the Agent and the Existing Lender from and against all claims, demands, liabilities, damages, losses, costs, charges and expenses to which the Agent and the Existing Lender may be subject arising in connection with the Existing Agreement. This Agreement is given as a substitution of, and not as a payment of, the obligations of Borrowers under the Existing Agreement and is not intended to and shall not constitute a novation of the Existing AgreementCredit Agreement or the Indebtedness created thereunder. Except as otherwise selected by the Borrowers by delivery The commitment of each Lender that is a Borrowing Notice or Interest Rate Selection Notice prior party to the Existing Credit Agreement shall, on the Closing Date in accordance with Date, automatically be deemed amended and the terms hereofonly commitments shall be those hereunder. Without limiting the foregoing, upon the effectiveness hereof: (a) all loans and letters of this Agreement all amounts outstanding and owing by Borrowers credit incurred under the Existing Credit Agreement which are outstanding on the Closing Date (after giving effect to the payments described in clause (e) below) shall continue as Loans under (and shall be governed by the terms of) this Agreement and the other Loan Documents, (b) all references in the “Loan Documents” (as defined in the Existing Credit Agreement) to the “Credit Agreement” and the “Loan Documents” shall be deemed to refer to this Agreement and the Loan Documents, (c) all obligations constituting “Obligations” under the Existing Credit Agreement with any Lender or any affiliate of any Lender which are outstanding on the Closing Date (after giving effect to the payments described in clause (e) below) shall continue as Obligations under this Agreement and the other Loan Documents, (d) the Administrative Agent shall make such reallocations, sales, assignments or other relevant actions in respect of each Lender’s credit and loan exposure under the Existing Credit Agreement as are necessary in order that Obligations in respect of Loans, Letters of Credit, interest and fees due and payable to a Lender hereunder reflect such Lender’s ratable share of the aggregate of all such Obligations on the Closing Date, as determined and the Borrower hereby agrees to compensate each Lender (including each Departing Lender) for any and all losses, costs and expenses incurred by such Lender in connection with the Lenders, shall constitute Base sale and assignment of any LIBOR Rate Loans hereunder if such outstanding amounts were Base Rate Loans on the terms and in the manner set forth in Section 4.9 hereof and (e) upon the effectiveness hereof, each Departing Lender’s “Commitment” under the Existing AgreementCredit Agreement shall be terminated, and each Departing Lender shall constitute Eurodollar Rate Loans hereunder if such outstanding amounts were Eurodollar Rate Loans have received payment in full of all of the “Obligations” owing to it under the Existing Credit Agreement (other than obligations to pay fees and expenses with respect to which the Borrower has not received an invoice, “Bank Product Debt” (as such term is defined in the Existing Credit Agreement. Except as otherwise provided for by the Borrowers by delivery ), and contingent indemnity obligations and other contingent obligations owing to the Agent of an Application and Agreement for Letters of Credit prior to the Closing Date in accordance with the terms hereof, upon the effectiveness of this Agreement, all Letters of Credit issued for the account of the Borrowers it under the “Loan Documents” as defined in the Existing Agreement as of the Closing Date Credit Agreement) and each Departing Lender shall constitute Letters of Credit not be a Lender hereunder.

Amendment and Restatement. The Borrowersundersigned Lenders, to the Agent and the Lenders hereby agree that upon the effectiveness of this Agreement, the terms and provisions of extent a party to the Existing Revolving Credit Agreement shall be (the “Existing Lenders”), agree and hereby are amended and restated acknowledge that in their entirety by the terms and conditions of this Agreement and the terms and provisions of the Existing Agreement, except as otherwise provided herein, shall be superseded by this Agreement. Notwithstanding connection with the amendment and restatement of the Existing Revolving Credit Agreement by this Agreementpursuant hereto, the Borrowers shall continue to be liable to Borrower, the Administrative Agent and the Existing Lenders shall make adjustments to (i) the outstanding principal amount of “Revolving Loans” (as defined in the Existing Revolving Credit Agreement, but not any interest accrued thereon prior to the Effective Date or any accrued facility fees under the Existing Revolving Credit Agreement prior to the Effective Date), including the borrowing of such additional “Revolving Loans” (which may include “Eurodollar Loans”, as defined in the Existing Revolving Credit Agreement) and the repayment of “Revolving Loans” (which may include the prepayment or conversion of “Eurodollar Loans”) plus all applicable accrued interest, fees and expenses as shall be necessary to provide for Revolving Loans by each Lender in the amount of its new Applicable Percentage of all Revolving Loans as of the Effective Date, and (ii) participations in any outstanding “Letters of Credit” (as defined in the Existing Revolving Credit Agreement) issued under the Existing Revolving Credit Agreement (the “Existing Letters of Credit”) to provide for each Lender’s participation in such Existing Letters of Credit equal to such Lender’s new Applicable Percentage of the aggregate amount available to be drawn under each such Existing Letter of Credit as of the Effective Date. In connection with the foregoing (a) each Existing Lender shall be deemed to have made an assignment of its outstanding Revolving Loans and “Commitments” (as defined in the Existing Revolving Credit Agreement) under the Existing Revolving Credit Agreement, and assumed outstanding Revolving Loans and Commitments of other Existing Lenders under the Existing Revolving Credit Agreement, all at the request of the Borrower, as may be necessary to effect the foregoing, and each Existing Lender hereby waives any right to any reimbursement under Section 2.21 hereof with respect thereto, and (b) each Existing Letter of Credit shall be deemed to be a Letter of Credit issued hereunder as of the Effective Date for all purposes hereof. Each of the undersigned Existing Lenders, waives any requirement under the Existing Revolving Credit Agreement that notice with respect to (and to the extent of) agreements on the part of the Borrowers under the Existing Agreement to indemnify and hold harmless the Agent and the Existing Lender from and against all claimsany such borrowing, demands, liabilities, damages, losses, costs, charges and expenses to which the Agent and the Existing Lender may prepayment or other transaction described in this Section 10.15 be subject arising in connection with the Existing Agreementgiven. This Agreement is given as a substitution of, and not as a payment of, the obligations of Borrowers under the Existing Agreement and is not intended to constitute a novation of the Existing Agreement. Except as otherwise selected by the Borrowers by delivery of a Borrowing Notice or Interest Rate Selection Notice prior to the Closing Date in accordance with the terms hereof, upon the effectiveness of this Agreement all amounts outstanding and owing by Borrowers under the Existing Agreement as of the Closing Date, as determined by the Lenders, shall constitute Base Rate Loans hereunder if such outstanding amounts were Base Rate Loans under the Existing Agreement, and shall constitute Eurodollar Rate Loans hereunder if such outstanding amounts were Eurodollar Rate Loans under the Existing Agreement. Except as otherwise provided for by the Borrowers by delivery to the Agent of an Application and Agreement for Letters of Credit prior to the Closing Date in accordance with the terms hereof, upon the effectiveness of this Agreement, all Letters of Credit issued for the account of the Borrowers under the Existing Agreement as of the Closing Date shall constitute Letters of Credit hereunder.[SIGNATURES BEGIN ON NEXT PAGE]

Amendment and Restatement. The BorrowersBorrower, the Agent Agents, the Issuing -------------------------- Banks, the Arranger and the Lenders hereby agree that upon the effectiveness of this Agreement, the terms and provisions of the Existing Original Credit Agreement which in any manner govern or evidence the Obligations, the rights and interests of the Lenders and any terms, conditions or matters related to any thereof, shall be and hereby are amended and restated in their entirety by the terms and conditions provisions of this Agreement and the terms and provisions conditions of the Existing Agreement, except as otherwise provided herein, Original Credit Agreement shall be superseded by this Agreement, except as expressly provided herein. ================================================================================ Notwithstanding the amendment and restatement of Original Credit Agreement and certain of the Existing related "Loan Documents" as defined in the Original Credit Agreement (the "Prior Loan Documents") by this Agreement, the Borrowers shall continue to be liable to the Agent Agreement and the Existing Lender other Loan Documents as herein defined, all of the indebtedness, liabilities and obligations owing by the Borrower under the Original Credit Agreement (other than Reimbursement Obligations (as defined in the Original Credit Agreement) with respect to (Citibank Letters of Credit) shall continue as Obligations hereunder and to shall be and remain secured by the extent of) agreements on Collateral Documents for the part benefit of the Borrowers under the Existing Agreement to indemnify and hold harmless the Agent Agents and the Existing Lender from and against all claims, demands, liabilities, damages, losses, costs, charges and expenses to which the Agent and the Existing Lender may be subject arising in connection with the Existing AgreementLenders. This Agreement is given as a substitution of, and not as a payment of, the indebtedness, liabilities and obligations of Borrowers the Borrower under the Existing Original Credit Agreement and is not intended to constitute a novation thereof or of any of the Existing Agreementother Prior Loan Documents. Except as otherwise selected by the Borrowers by delivery of a Borrowing Notice or Interest Rate Selection Notice prior to the Closing Date in accordance with the terms hereof, upon the effectiveness of this Agreement all amounts outstanding and owing by Borrowers under the Existing Agreement as of the Closing Date, as determined by the Lenders, shall constitute Base Rate Loans hereunder if such outstanding amounts were Base Rate Loans under the Existing Agreement, and shall constitute Eurodollar Rate Loans hereunder if such outstanding amounts were Eurodollar Rate Loans under the Existing Agreement. Except as otherwise provided for by the Borrowers by delivery to the Agent of an Application and Agreement for Letters of Credit prior to the Closing Date in accordance with the terms hereof, upon Upon the effectiveness of this Agreement, all Loans owing by the Borrower and Letters of Credit issued for the account of the Borrowers outstanding under the Existing Original Credit Agreement (other than the Citibank Letters of Credit) shall continue as of the Closing Date shall constitute Loans and Letters of Credit hereunder., in each case accruing interest, as of the date hereof, at the Base Rate hereunder. The Borrower, the Agents, the Issuing Banks, the Arranger and the Lenders hereby acknowledge the assignment to Bank of America of all Loans and Commitments by the other lenders party to the Original Credit Agreement substantially simultaneously with the effectiveness of this Agreement. The Borrower, the Agents, the Issuing Banks, the Arranger and the Lenders hereby agree that the assignment by Bank of America to the Lenders party hereto of

Amendment and Restatement. The BorrowersThis Agreement shall constitute an amendment and restatement of the Original Credit Agreement. On the Closing Date, the Agent Original Loan of the Bank shall be deemed to be renewed and the Lenders hereby agree that upon the effectiveness of continued, and not extinguished, and thereupon and thereafter shall constitute a Revolving Loan under this Agreement, and the Original Revolving Note of the Bank shall be deemed to be renewed and replaced, but not extinguished, by the Revolving Loan Note of the Bank under this Agreement. Upon funding of the initial Loans by the Bank as a Lender under this Agreement the proceeds thereof (in excess of the principal amount of the Original Loan of the Bank renewed and continued as referenced in the preceding sentence) shall be used to pay and discharge in full the Original Loans and Original Revolving Notes of each Terminating Lender and the Bank, as a Lender under this Agreement, shall be subrogated to all rights of the Terminating Lenders in respect thereof. On the Closing Date, the "Administrative Agent's Lien" as defined in and evidenced by the Original Credit Documents shall automatically be deemed to be renewed and continued (and not extinguished) by this Agreement and the other Loan Documents and thereupon and thereafter shall be the Agent's Lien under this Agreement and the other Loan Documents, which shall continue in full force and effect as security for all Obligations in accordance with the terms and provisions of the Existing Agreement shall be and hereby are amended and restated in their entirety by the terms and conditions of this Agreement and the terms other Loan Documents. All Original Letters of Credit shall be deemed to be outstanding under this Agreement and provisions all references to Letters of Credit in this Agreement and the Existing other Loan Documents shall include the Original Letters of Credit. All references in the Original Credit Documents to the Original Credit Agreement shall be deemed to mean this Agreement, except as otherwise provided herein, shall be superseded by this Agreement. Notwithstanding the an amendment and restatement of the Existing Agreement by this Original Credit Agreement, all references in the Borrowers Original Credit Documents to the "Administrative Agent" shall continue to be liable to mean the Agent and all references in the Existing Lender with respect Original Credit Documents to (and to "Bank of America," "Bank of America, N.A.,"or "Bank of America, National Association" shall mean the extent of) agreements on the part of the Borrowers under the Existing Agreement to indemnify and hold harmless the Agent and the Existing Lender from and against all claims, demands, liabilities, damages, losses, costs, charges and expenses to which the Agent and the Existing Lender may be subject arising in connection with the Existing Agreement. This Agreement is given as a substitution of, and not as a payment of, the obligations of Borrowers under the Existing Agreement and is not intended to constitute a novation of the Existing Agreement. Except as otherwise selected by the Borrowers by delivery of a Borrowing Notice or Interest Rate Selection Notice prior to the Closing Date in accordance with the terms hereof, upon the effectiveness of this Agreement all amounts outstanding and owing by Borrowers under the Existing Agreement as of the Closing Date, as determined by the Lenders, shall constitute Base Rate Loans hereunder if such outstanding amounts were Base Rate Loans under the Existing Agreement, and shall constitute Eurodollar Rate Loans hereunder if such outstanding amounts were Eurodollar Rate Loans under the Existing Agreement. Except as otherwise provided for by the Borrowers by delivery to the Agent of an Application and Agreement for Letters of Credit prior to the Closing Date in accordance with the terms hereof, upon the effectiveness of this Agreement, all Letters of Credit issued for the account of the Borrowers under the Existing Agreement as of the Closing Date shall constitute Letters of Credit hereunderBank.

Amendment and Restatement. The BorrowersThis Agreement amends and restates in its entirety the Original Credit Agreement. All rights, benefits, indebtedness, interest, liabilities and obligations of the Agent parties to the Original Credit Agreement are hereby amended, restated and the Lenders hereby agree that upon the effectiveness of this Agreement, superseded in their entirety according to the terms and provisions of set forth herein. All “Obligations” under the Original Credit Agreement, including without limitation (a) the Debt outstanding under the Original Credit Agreement and the Loan Documents (as defined in the Original Credit Agreement; together with the Original Credit Agreement, the “Existing Loan Documents) and all accrued and unpaid interest thereon and (b) all accrued and unpaid fees under the Existing Loan Documents, are hereby renewed by this Agreement shall and shall, from and after the Effective Date, be and hereby are amended and restated in their entirety governed by the terms and conditions of this Agreement and the terms and provisions other Existing Loan Documents (other than such Existing Loan Documents that are being replaced as of the Existing Effective Date with such amended and restated Loan Documents described in this Agreement). Effective as of the Effective Date, except all references to the Loan Agreement in any other Loan Document shall refer to this Agreement and all references to terms defined in the Loan Agreement shall refer to such terms as otherwise provided herein, shall be superseded by defined in this Agreement. Notwithstanding the amendment and restatement of the The other Existing Agreement by this Agreement, the Borrowers shall continue to be liable to the Agent Loan Documents and the existing Liens and security interests in the Collateral granted in the Original Credit Agreement and such other Existing Lender with respect to (Loan Documents are hereby continued and to the extent of) agreements on the part of the Borrowers under the Existing Agreement to indemnify remain in full force and hold harmless the Agent and the Existing Lender from and against all claims, demands, liabilities, damages, losses, costs, charges and expenses to which the Agent and the Existing Lender may be subject arising in connection with the Existing Agreementeffect. This Agreement is given as shall not result in or constitute a substitution of, and not as a payment of, the obligations waiver of Borrowers any Default or Event of Default under the Existing Original Credit Agreement or a release, discharge or forgiveness of any amount payable pursuant to the Original Credit Agreement, which such amounts are payable pursuant to the terms of this Agreement. Each Borrower hereby acknowledges, warrants, represents and agrees that this Agreement is not intended to constitute be, and shall not be deemed or construed to be, a novation or release of the Existing AgreementLoan Documents. Except as otherwise selected All Schedules attached to the Original Credit Agreement are hereby replaced by the Borrowers by delivery of a Borrowing Notice or Interest Rate Selection Notice prior Schedules attached to the Closing Date in accordance with the terms hereof, upon the effectiveness of this Agreement all amounts outstanding and owing by Borrowers under the Existing Agreement as of the Closing Date, as determined by the Lenders, shall constitute Base Rate Loans hereunder if such outstanding amounts were Base Rate Loans under the Existing Agreement, and shall constitute Eurodollar Rate Loans hereunder if such outstanding amounts were Eurodollar Rate Loans under the Existing Agreement. Except as otherwise provided for by the Borrowers by delivery to the Agent of an Application and Agreement for Letters of Credit prior to the Closing Date in accordance with the terms hereof, upon the effectiveness of this Agreement, all Letters of Credit issued for the account of the Borrowers under the Existing Agreement as of the Closing Date shall constitute Letters of Credit hereunder.

Amendment and Restatement. The Borrowers, This Agreement shall become effective on the Agent Closing Date and the Lenders hereby agree that upon the effectiveness of this Agreement, the terms and shall supersede all provisions of the Existing Credit Agreement as of such date. From and after the Closing Date, (a)(i) the commitments of those Lenders under the Existing Credit Agreement that are continuing as Lenders under this Agreement (the “Continuing Lenders”) shall be amended as set forth on Schedule 1 hereto and hereby (ii) the commitments of those “Lenders” under the Existing Credit Agreement that are amended and restated in their entirety by the terms and conditions of not continuing as Lenders under this Agreement (the “Non-Continuing Lenders”) shall automatically be terminated and cease to have any further force or effect without further action by any Person, and shall be replaced with the terms respective Commitments of such Continuing Lenders and provisions of those Lenders party to this Agreement that were not “Lenders” under the Existing Credit Agreement immediately prior to the Closing Date (the “New Lenders”); (b) all outstanding “Loans” of the Non-Continuing Lenders shall be repaid in full (together with all interest accrued thereon and amounts payable pursuant to Section 1.13 of the Existing AgreementCredit Agreement in connection with such payment, except and all fees accrued under the Existing Credit Agreement through the Closing Date) on the Closing Date (and the Borrower and Canadian Borrowers, as otherwise provided hereinapplicable, shall be superseded by this Agreement. Notwithstanding the amendment and restatement pay to each Continuing Lender all amounts, if any, payable pursuant to Section 1.13 of the Existing Credit Agreement by this Agreement, as if the Borrowers shall continue to be liable to the Agent and the Existing Lender with respect to (and to the extent of) agreements outstanding Loans had been prepaid on the part Closing Date); and (c) all outstanding “Loans” of the Borrowers Continuing Lenders and all interests in outstanding “Letters of Credit” and “Canadian Letters of Credit” under the Existing Credit Agreement shall remain outstanding as the initial Loans, Letters of Credit and Canadian Letters of Credit hereunder. The Continuing Lenders and New Lenders each agree to indemnify make such purchases and hold harmless sales of interests in the Loans, L/C Obligations and Canadian L/C Obligations outstanding on the Closing Date between themselves so that each Continuing Lender and New Lender is then holding its relevant Percentage of outstanding Loans and risk participation interests in outstanding L/C Obligations and Canadian L/C Obligations based on their Commitments as in effect after giving effect hereto (such purchases and sales shall be arranged through the Administrative Agent and each Lender hereby agrees to execute such further instruments and documents, if any, as the Administrative Agent may reasonably request in connection therewith), with all subsequent extensions of credit under this Agreement (including, without limitation, participations in respect of all Swing Loans, Letters of Credit and Canadian Letters of Credit) to be made in accordance with the respective Commitments of the Lenders from time to time party to this Agreement as provided herein. All references made to the Existing Lender from and against all claimsCredit Agreement in any Loan Document or in any other instrument or document shall, demandswithout more, liabilities, damages, losses, costs, charges and expenses be deemed to which the Agent and the Existing Lender may be subject arising in connection with the Existing refer to this Agreement. This Agreement is given as a substitution of, amends and not as a payment of, the obligations of Borrowers under restates the Existing Credit Agreement and is not intended to constitute be or operate as a novation or an accord and satisfaction of the Existing AgreementCredit Agreement or the indebtedness, obligations and liabilities of the Borrower, the Canadian Borrowers or any Guarantor evidenced or provided for thereunder. Except as otherwise selected by This Agreement is entered into between us for the Borrowers by delivery of a Borrowing Notice or Interest Rate Selection Notice prior to the Closing Date in accordance with the terms hereof, upon the effectiveness of this Agreement all amounts outstanding uses and owing by Borrowers under the Existing Agreement purposes hereinabove set forth as of the Closing Datedate first above written. Student Transportation of America, Inc., as determined Borrower and Guarantor By /s/ Xxxxx Xxxxxxxxx Name Xxxxx Xxxxxxxxx Title Chief Executive Officer Student Transportation of Canada Inc., as Canadian Borrower By /s/ Xxxxx Xxxxxxxxx Name Xxxxx Xxxxxxxxx Title Chief Executive Officer Parkview Transit Inc., as Canadian Borrower By /s/ Xxxxx Xxxxxxxxx Name Xxxxx Xxxxxxxxx Title Chief Executive Officer [Third Amended and Restated Credit Agreement] Student Transportation of America Holdings, Inc., as Guarantor Student Transportation of America ULC, as Guarantor Santa Xxxxxxx Transportation Corporation, as Guarantor STA of Connecticut, Inc., as Guarantor Goffstown Truck Center, Inc., as Guarantor Xxxx Bus Company, as Guarantor STA of Pennsylvania, Inc., as Guarantor Xxxxx Bus Service, Inc., as Guarantor Student Transportation of Vermont, Inc., as Guarantor STA of New York, Inc., as Guarantor Ledgemere Transportation, Inc., as Guarantor Positive Connections, Inc., as a Guarantor Altoona Student Transportation, Inc., as Guarantor Mid-City Transit Corporation, as Guarantor Middletown Transit Corp., as Guarantor Student Transportation of Florida, Inc., as Guarantor Jordan Transportation, Inc., as Guarantor Jordan Bus Service, Inc., as Guarantor Grand Island Transit Corporation, as Guarantor Ridge Road Express, Inc., as Guarantor Scholastic Transportation Management Services, Inc., as Guarantor By /s/ Xxxxx Xxxxxxxxx Name Xxxxx Xxxxxxxxx Title Chief Executive Officer [Third Amended and Restated Credit Agreement] Xxxxxx X.X., as L/C Issuer and as Administrative Agent By /s/ Xxxxxxx X. Xxxxxxx Name: Xxxxxxx X. Xxxxxxx Title: Senior Vice President [Third Amended and Restated Credit Agreement] BMO Xxxxxx Financing, Inc., as a U.S. Lender By /s/ Xxxxxxx X. Xxxxxxx Name: Xxxxxxx X. Xxxxxxx Title: Senior Vice President [Third Amended and Restated Credit Agreement] CIBC Inc., as a U.S. Lender By /s/ Xxxx Xxxxx Name Xxxx Xxxxx Title Executive Director By /s/ Xxxxxxx X. Xxxxxxxx Name Xxxxxxx X. Xxxxxxxx Title Executive Director [Third Amended and Restated Credit Agreement] Bank of Montreal, as a Canadian Lender and Canadian L/C Issuer By /s/ Xxxxxxx X. Xxxxxxx Name: Xxxxxxx X. Xxxxxxx Title: Senior Vice President [Third Amended and Restated Credit Agreement] Canadian Imperial Bank of Commerce, as a Canadian Lender By /s/ Xxxxx Xxxxxx Name Xxxxx Xxxxxx Title Director By /s/ Xxxxx Xxxxxxxxx Name Xxxxx Xxxxxxxxx Title Managing Director [Third Amended and Restated Credit Agreement] Scotiabanc Inc., as a U.S. Lender By /s/ X.X. Xxxx Name X.X. Xxxx Title Managing Director [Third Amended and Restated Credit Agreement] The Bank of Nova Scotia, as a Canadian Lender By /s/ Xxxxxxx X. Xxxxx Name Xxxxxxx X. Xxxxx Title Director By /s/ Xxxxxx Xxxxx Name Xxxxxx Xxxxx Title Director [Third Amended and Restated Credit Agreement] Xxxxxxx Xxxxx Bank, FSB, as a U.S. Lender By /s/ Xxxxx Xxxxxxx Name Xxxxx Xxxxxxx Title Vice President [Third Amended and Restated Credit Agreement] Siemens Financial Services, Inc. By /s/ Xxxxxxx Xxxxx Name Xxxxxxx Xxxxx Title Managing Director By /s/ Xxxxxx Xxxxxxxxx Name Xxxxxx Xxxxxxxxx Title Vice President, Lending Operations [Third Amended and Restated Credit Agreement] Exhibit A Notice of Payment Request [Date] [Name of Lender] [Address] Attention: Reference is made to the Third Amended and Restated Credit Agreement, dated as of February 4, 2011, among Student Transportation of America, Inc., Student Transportation of Canada Inc., Parkview Transit, Inc., the Guarantors party thereto, the Lenders party thereto, and Xxxxxx X.X., as Administrative Agent (the “Credit Agreement”). Capitalized terms used herein and not defined herein have the meanings assigned to them in the Credit Agreement. [The [Canadian] Borrower has failed to pay its [Canadian] Reimbursement Obligation in the amount of $___________. Your [Canadian] Revolver Percentage of the unpaid [Canadian] Reimbursement Obligation is $_____________] or [__________________________ has been required to return a payment by the Lenders[Canadian] Borrower of a [Canadian] Reimbursement Obligation in the amount of $______________. Your [Canadian] Revolver Percentage of the returned [Canadian] Reimbursement Obligation is $______________.] Very truly yours, shall constitute Base Rate Loans hereunder if such outstanding amounts were Base Rate Loans under as [Canadian] L/C Issuer By Name Title Exhibit B Notice of Borrowing Date: , ____ To: Xxxxxx X.X., as Administrative Agent for the Existing Lenders parties to the Third Amended and Restated Credit Agreement dated as of February 4, 2011 (as extended, renewed, amended or restated from time to time, the “Credit Agreement”), among Student Transportation of America, Inc., Student Transportation of Canada Inc., Parkview Transit, Inc., the Guarantors party thereto, certain Lenders which are signatories thereto, and Xxxxxx X.X., as Administrative Agent Ladies and Gentlemen: The undersigned, Student Transportation of America, Inc. (the “Borrower”), refers to the Credit Agreement, and shall constitute Eurodollar Rate Loans hereunder if such outstanding amounts were Eurodollar Rate Loans under the Existing Agreement. Except as otherwise provided for by the Borrowers by delivery to the Agent of an Application and Agreement for Letters of Credit prior to the Closing Date in accordance with the terms hereofdefined therein being used herein as therein defined, upon and hereby gives you notice irrevocably, pursuant to Section 1.7 of the effectiveness of this Credit Agreement, all Letters of Credit issued for the account of the Borrowers under the Existing Agreement as of the Closing Date shall constitute Letters of Credit hereunder.Borrowing specified below:

Amendment and Restatement. The Borrowers, the Agent and the Lenders hereby agree that upon the effectiveness of this Agreement, the terms and provisions of the Existing Agreement shall be and hereby are amended and restated in their entirety by the terms and conditions of this Agreement and the terms and provisions of the Existing Agreement, except as otherwise provided herein, shall be superseded by this Agreement. Notwithstanding the This Guaranty is an amendment and restatement of the Existing Agreement by this Agreement, the Borrowers shall continue to be liable to the Agent and the Existing Lender with respect to (and to the extent of) agreements on the part of the Borrowers under the Existing Agreement to indemnify and hold harmless the Agent and the Existing Lender from and against all claims, demands, liabilities, damages, losses, costs, charges and expenses to which the Agent and the Existing Lender may be subject arising Guaranty in connection with the Existing Agreement. This Agreement is given as a substitution ofits entirety, and not as a payment of, the obligations of Borrowers under the Existing Agreement and this Guaranty is not intended to constitute a novation of the Existing AgreementGuaranty. Except All obligations of the Guarantor under such Existing Guaranty shall continue in full force and effect as otherwise selected amended and restated by the Borrowers by delivery of a Borrowing Notice or Interest Rate Selection Notice prior to the Closing Date in accordance with the terms hereofthis Guaranty. THIS GUARANTY AND THE OTHER CREDIT DOCUMENTS, upon the effectiveness AS DEFINED IN THE CREDIT AGREEMENT REFERRED TO IN THIS GUARANTY, REPRESENT THE FINAL AGREEMENT BETWEEN THE PARTIES RELATED TO THE SUBJECT MATTER HEREOF AND THEREOF AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES. [Remainder of this page intentionally left blank.] Exhibit C – Form of Second Amended and Restated Guaranty Agreement all amounts outstanding and owing by Borrowers under the Existing Agreement Each Guarantor has caused this Guaranty to be duly executed as of the Closing Datedate first above written. GUARANTORS: D & I SILICA, LLC. HI-CRUSH AUGUSTA ACQUISITION CO. LLC HI-CRUSH AUGUSTA LLC HI-CRUSH XXXXX LLC HI-CRUSH CANADA INC. HI-CRUSH XXXXXXXX LLC HI-CRUSH FINANCE CORP. HI-CRUSH INVESTMENTS INC. HI-CRUSH LMS LLC HI-CRUSH OPERATING LLC HI-CRUSH PERMIAN SAND LLC HI-CRUSH PODS LLC HI-CRUSH RAILROAD LLC HI-CRUSH WHITEHALL LLC HI-CRUSH WYEVILLE LLC PDQ PROPERTIES LLC By: Name: Title: Exhibit C – Form of Second Amended and Restated Guaranty Agreement Annex 1 to the Second Amended and Restated Guaranty Agreement SUPPLEMENT NO. dated as of [ ] [ ], 201[ ] (this “Supplement”), to the Second Amended and Restated Guaranty Agreement dated as of December 22, 2017 (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Guaranty Agreement”), made by certain Subsidiaries party thereto (each a “Guarantor” and collectively, the “Guarantors”) of Hi-Crush Partners LP, a Delaware limited partnership (the “Borrower”) and ZB, N.A. DBA Amegy Bank, as determined by Administrative Agent (in such capacity, the Lenders, shall constitute Base Rate Loans hereunder if such outstanding amounts were Base Rate Loans under the Existing Agreement, and shall constitute Eurodollar Rate Loans hereunder if such outstanding amounts were Eurodollar Rate Loans under the Existing Agreement. Except as otherwise provided for by the Borrowers by delivery to the Agent of an Application and Agreement for Letters of Credit prior to the Closing Date in accordance with the terms hereof, upon the effectiveness of this Agreement, all Letters of Credit issued “Administrative Agent”) for the account benefit of the Borrowers under Secured Parties (as defined in the Existing Credit Agreement as of the Closing Date shall constitute Letters of Credit hereunderreferred to herein).

Amendment and Restatement. The Borrowersparties to the Existing Credit Agreement, to the Agent and the Lenders extent party hereto, each hereby agree that upon the effectiveness of that, at such time as this Agreement, Agreement shall have become effective pursuant to the terms and provisions of Section 5.1, (a) the Existing Credit Agreement automatically shall be and hereby are deemed amended and restated in their its entirety by the terms and conditions of this Agreement and the terms and provisions of the Existing Agreement, except as otherwise provided herein, shall be superseded by this Agreement. Notwithstanding the amendment and restatement of the Existing Agreement by this Agreement, and (b) the Borrowers shall continue to be liable to the Agent Commitments and the Existing Lender with respect to (and to the extent of) agreements on the part of the Borrowers Loans under the Existing Credit Agreement to indemnify and hold harmless the Agent and the Existing Lender from and against all claims, demands, liabilities, damages, losses, costs, charges and expenses to which the Agent and the Existing Lender may as defined therein automatically shall be subject arising in connection replaced with the Existing AgreementCommitments and Loans hereunder. This Agreement is given as a substitution of, and not as a payment of, the obligations of Borrowers under the Existing Agreement and is not intended to constitute a novation of the Existing Credit Agreement. Except as otherwise selected by the Borrowers by delivery of a Borrowing Notice or Interest Rate Selection Notice prior to On the Closing Date in accordance with Date, (i)(x) the terms hereof, upon the effectiveness of this Agreement all amounts Credit Parties shall prepay any dollar tranche revolving credit loans outstanding and owing by Borrowers under the Existing Credit Agreement to the extent necessary to keep the outstanding Dollar Tranche Revolving Credit Loans ratable with the revised Dollar Tranche Revolving Credit Commitments as of the Closing Date, as determined and (y) the dollar tranche revolving credit loans and dollar tranche revolving credit commitments made by the Lenders, shall constitute Base Rate Loans hereunder if such outstanding amounts were Base Rate Loans lenders under the Existing AgreementCredit Agreement shall be re-allocatedre-allocated and restated among the Lenders so that, and shall constitute Eurodollar Rate Loans hereunder if such outstanding amounts were Eurodollar Rate Loans under the Existing Agreement. Except as otherwise provided for by the Borrowers by delivery to the Agent of an Application and Agreement for Letters of Credit prior to the Closing Date in accordance with the terms hereof, upon the effectiveness of this Agreement, all Letters of Credit issued for the account of the Borrowers under the Existing Agreement as of the Closing Date Date, the respective Dollar Tranche Revolving Credit Commitments of the Lenders shall constitute Letters be as set forth on Schedule 1.1(b) and (ii)(x) the Credit Parties shall prepay any designated currency tranche revolving credit loans outstanding under the Existing Credit Agreement to the extent necessary to keep the outstanding Designated Currency Tranche Revolving Credit Loans ratable with the revised Designated Currency Tranche Revolving Credit Commitments as of the Closing Date, and (y) the designated currency tranche revolving credit loans and designated currency tranche revolving credit commitments made by the lenders under the Existing Credit hereunderAgreement shall be re-allocatedre-allocated and restated among the Lenders so that, as of the Closing Date, the respective Designated Currency Tranche Revolving Credit Commitments of the Lenders shall be as set forth on Schedule 1.1(b).

Amendment and Restatement. The BorrowersAs of the Effective Date, the Agent Commitments of certain Lenders under (and as defined in) the Existing Credit Agreement shall be terminated by the Company (such Lenders, the “Departing Lenders”). The remaining Lenders hereby agree that upon under (and as defined in) the effectiveness Existing Credit Agreement shall be Banks under this Agreement with Commitments as set forth on the signature pages hereof. By its execution and delivery of this Agreement, each Bank that was a Lender under (and as defined in) the terms Existing Credit Agreement hereby consents to the execution and delivery of this Agreement and to the non-pro rata reduction of Commitments (under and as defined in the Existing Credit Agreement) occurring on the Effective Date as a result of the termination of the Commitments of the Departing Lenders, and the concurrent repayment in full of all loans and other obligations owing (whether or not due) to the Departing Lenders. On the Effective Date, effective immediately following such termination and repayment, the Existing Credit Agreement shall be amended, restated and superseded in its entirety by this Agreement. The parties hereto acknowledge and agree that (a) this Agreement and the other Loan Documents, whether executed and delivered in connection herewith or otherwise, do not constitute a novation, payment and reborrowing, or termination of the obligations of the Company and the other Borrowers under the Existing Credit Agreement as in effect prior to the Effective Date (except with respect to the Departing Lenders, except that the provisions of the Existing Credit Agreement that by their express terms survive the termination of the Existing Credit Agreement shall be continue for the Departing Lenders) and hereby (b) such obligations are in all respects continuing (as amended and restated in their entirety by hereby) with only the terms and conditions of this Agreement and the terms and provisions of the Existing Agreement, except thereof being modified as otherwise provided herein, shall be superseded by in this Agreement. Notwithstanding Without limiting the amendment generality of SECOND AMENDED AND RESTATED CREDIT AGREEMENT 105 the foregoing, after giving effect to the Departing Lender Commitment terminations and restatement of repayments, (i) all “Loans” outstanding under (and as defined in) the Existing Credit Agreement by this Agreementshall on the Effective Date become Loans hereunder, the Borrowers shall continue to be liable to the Agent (ii) all “Letters of Credit” under (and as defined in) the Existing Lender with respect to (and to the extent of) agreements Credit Agreement shall on the part Effective Date become Letters of the Borrowers Credit hereunder and (iii) all other obligations outstanding under the Existing Credit Agreement to indemnify and hold harmless shall on the Agent and the Existing Lender from and against all claims, demands, liabilities, damages, losses, costs, charges and expenses to which the Agent and the Existing Lender may Effective Date be subject arising in connection with the Existing Agreement. This Agreement is given as a substitution of, and not as a payment of, the obligations of Borrowers under the Existing Agreement and is not intended to constitute a novation of the Existing Agreement. Except as otherwise selected by the Borrowers by delivery of a Borrowing Notice or Interest Rate Selection Notice prior to the Closing Date in accordance with the terms hereof, upon the effectiveness of this Agreement all amounts outstanding and owing by Borrowers under the Existing Agreement as of the Closing Date, as determined by the Lenders, shall constitute Base Rate Loans hereunder if such outstanding amounts were Base Rate Loans under the Existing Agreement, and shall constitute Eurodollar Rate Loans hereunder if such outstanding amounts were Eurodollar Rate Loans under the Existing Agreement. Except as otherwise provided for by the Borrowers by delivery to the Agent of an Application and Agreement for Letters of Credit prior to the Closing Date in accordance with the terms hereof, upon the effectiveness of this Agreement, all Letters of Credit issued for the account of the Borrowers under the Existing Agreement as of the Closing Date shall constitute Letters of Credit hereunder.

Amendment and Restatement. The Borrowers, the Agent and the Lenders hereby agree that upon the effectiveness of this Agreement, the terms and provisions of the Existing Agreement shall be and hereby are amended and restated in their entirety by the terms and conditions of this Agreement and the terms and provisions of the Existing Agreement, except as otherwise provided herein, shall be superseded by this Agreement. Notwithstanding the amendment and restatement of the Existing Agreement by this Agreement, the Borrowers shall continue to be liable to the Agent and the Existing Lender with respect to (and to the extent of) agreements on the part of the Borrowers under the Existing Agreement to indemnify and hold harmless the Agent and the Existing Lender from and against all claims, demands, liabilities, damages, losses, costs, charges and expenses to which the Agent and the Existing Lender may be subject arising in connection with the Existing Agreement. This Agreement is given as a substitution of, amends and not as a payment of, restates the obligations of Borrowers under the Existing Original Credit Agreement and is not intended to constitute be or operate as a novation or an accord and satisfaction of the Existing AgreementOriginal Credit Agreement or the Obligations of the Borrower and the Guarantors evidenced or provided for thereunder. Except as otherwise selected by Without limiting the Borrowers by generality of the foregoing, the Borrower and the Guarantors agree that notwithstanding the execution and delivery of a Borrowing Notice or Interest Rate Selection Notice prior to the Closing Date in accordance with the terms hereof, upon the effectiveness of this Agreement and the Security Agreement, the Liens previously granted to the Agent pursuant to the Collateral Documents shall be and remain in full force and effect and that any rights and remedies of the Administrative Agent thereunder and obligations of the Borrower and the Guarantors thereunder shall be and remain in full force and effect, shall not be affected, impaired or discharged thereby and shall secure all amounts outstanding of the Borrower’s and owing by Borrowers the Guarantors’ indebtedness, Obligations and liabilities to the Administrative Agent and the Lenders under the Existing Original Credit Agreement as amended and restated hereby. Nothing herein contained shall in any manner affect or impair the priority of the Closing Date, as determined by the Lenders, shall constitute Base Rate Loans hereunder if such outstanding amounts were Base Rate Loans under the Existing Agreement, Liens created and shall constitute Eurodollar Rate Loans hereunder if such outstanding amounts were Eurodollar Rate Loans under the Existing Agreement. Except as otherwise provided for by the Borrowers by delivery Collateral Documents as to the Agent of an Application indebtedness, Obligations and Agreement for Letters of Credit liabilities that would be secured thereby prior to the Closing Date in accordance with the terms hereof, upon the effectiveness of this Agreement, all Letters of giving effect hereto. This Amended and Restated Credit issued Agreement is entered into between us for the account of the Borrowers under the Existing Agreement uses and purposes hereinabove set forth as of the Closing Date shall constitute Letters of Credit hereunder.date first above written. “BORROWER” DG FASTCHANNEL, INC. By Oxxx X. Xxxxxxxx, Chief Financial Officer and Secretary “GUARANTOR” PATHFIRE, INC. By Oxxx X. Xxxxxxxx, President “ADMINISTRATIVE AGENT AND L/C ISSUER “ BANK OF MONTREAL, as L/C Issuer and as Administrative Agent By Name Title “LENDERS” BMO CAPITAL MARKETS FINANCING INC. By Name Title FIRST TENNESSEE BANK NATIONAL ASSOCIATION By Name Title WXXXXXX BANK, NATIONAL ASSOCIATION By Name Title WACHOVIA BANK, NATIONAL ASSOCIATION By Name Title BANK OF THE WEST By Name Title FIRST BANK By Name Title CITIBANK, N.A. By Name Title FIFTH THIRD BANK By Name Title

Amendment and Restatement. The BorrowersThis Agreement amends and restates the Existing Credit Agreement in its entirety. Each Borrower hereby agrees that (a) the Indebtedness outstanding under the Existing Credit Agreement and the Loan Documents (as defined in the Existing Credit Agreement; together with the Existing Credit Agreement, the Agent “Existing Credit Documents”) and all accrued and unpaid interest thereon and (b) all accrued and unpaid fees under the Existing Credit Documents, shall be deemed to be outstanding under and governed by this Agreement. Each Borrower hereby acknowledges, warrants, represents and agrees that this Agreement is not intended to be, and shall not be deemed or construed to be, a novation or release of the Existing Credit Documents. Each Lender which is a Lender under the Existing Credit Documents hereby waives any requirements for notice of prepayment, minimum amounts of prepayments of the loans thereunder, ratable reductions of the commitments of Lenders hereby agree under the Existing Credit Documents and ratable payments on account of the principal or interest of any loan under the Existing Credit Documents to the extent that any such prepayment, reductions or payments are required to ensure that, upon the effectiveness of this Agreement, the terms and provisions loans of the Existing Agreement Lenders shall be and outstanding on a ratable basis in accordance with their respective Applicable Percentage. Each Lender hereby are amended and restated in their entirety by authorizes the terms and conditions of this Agreement and the terms and provisions of the Existing Agreement, except as otherwise provided herein, shall be superseded by this Agreement. Notwithstanding the amendment and restatement of the Existing Agreement by this Agreement, the Borrowers shall continue to be liable to the Administrative Agent and the Existing Lender with respect Borrowers to (and request Borrowings from Lenders, to the extent of) agreements on the part make prepayment of the Borrowers loans under the Existing Agreement Credit Documents and to indemnify and hold harmless reduce the Agent and the Existing Lender from and against all claims, demands, liabilities, damages, losses, costs, charges and expenses to which the Agent and the Existing Lender may be subject arising in connection with the Existing Agreement. This Agreement is given as a substitution of, and not as a payment of, the obligations of Borrowers commitments under the Existing Agreement and is not intended Credit Documents among Lenders in order to constitute a novation of the Existing Agreement. Except as otherwise selected by the Borrowers by delivery of a Borrowing Notice or Interest Rate Selection Notice prior to the Closing Date in accordance with the terms hereof, upon the effectiveness of this Agreement all amounts outstanding and owing by Borrowers under the Existing Agreement as of the Closing Date, as determined by the Lenders, shall constitute Base Rate Loans hereunder if such outstanding amounts were Base Rate Loans under the Existing Agreement, and shall constitute Eurodollar Rate Loans hereunder if such outstanding amounts were Eurodollar Rate Loans under the Existing Agreement. Except as otherwise provided for by the Borrowers by delivery to the Agent of an Application and Agreement for Letters of Credit prior to the Closing Date in accordance with the terms hereofensure that, upon the effectiveness of this Agreement, all Letters the loans of Credit issued for the account Lenders shall be outstanding on a ratable basis in accordance with their respective Applicable Percentage. The parties hereto confirm, ratify and reaffirm each of the Borrowers Existing Credit Documents entered into prior to the Effective Date (but excluding the Existing Credit Agreement) and agree that such Existing Credit Documents continue to be legal, valid, binding and enforceable in accordance with their terms (except to the extent, amended, restated and superseded in connection with the transactions contemplated hereby). The Borrowers, jointly and severally, represent and warrant that, as of the Effective Date, there are no claims or offsets against, or defenses or counterclaims to, their obligations (or the obligations of any Guarantor) under the Existing Credit Agreement as of the Closing or any other Existing Credit Documents. 130 Amended and Restated Schedule 2.01 Commitments LENDERS MAXIMUM REVOLVING CREDIT AMOUNT PRO RATA SHARE BOKF, NA DBA BANK OF OKLAHOMA $13,647,059.00 17.058823529% PNC BANK, NATIONAL ASSOCIATION $13,647,059.00 17.058823529% BMO XXXXXX FINANCING, INC. $12,235,294.00 15.294117647% BANK OF AMERICA, N.A. $12,235,294.00 15.294117647% COMERICA BANK $6,588,235.00 8.000000000% TORONTO-DOMINION BANK, NEW YORK BRANCH $6,588,235.00 8.000000000% CANADIAN IMPERIAL BANK OF COMMERCE, NEW YORK BRANCH $6,588,235.00 8.000000000% ARVEST BANK $2,823,529.00 3.529411765% TRUIST BANK $2,823,529.00 3.529411765% IMERIABANK, A DIVISION OF FIRST HORIZON BANK $2,823,529.00 3.529411765% TOTALS $80,000,000.00 100.000000000% Amended and Restated Schedule 2.01 Amended and Restated Schedule 3.19 Swap Agreements Unit Corp Gas Xxxxxx Date shall constitute Letters of Credit hereunder.Volume Type Floor Cap Swap Exchange 10/1/2021 - 12/31/2021 30,000 Mmbtu/day Swap $(0.215) NGPL TexOk Basis 10/1/2021 - 10/31/2021 20,000 Mmbtu/day Swap $2.770 NYMEX Xxxxx Hub 10/1/2021 - 10/31/2021 30,000 Mmbtu/day Swap $2.850 NYMEX Xxxxx Hub 11/1/2021 - 12/31/2021 45,000 Mmbtu/day Swap $2.900 NYMEX Xxxxx Hub 1/1/2022 - 12/31/2022 35,000 Mmbtu/day Collar $2.500 $2.680 NYMEX Xxxxx Hub 1/1/2022 - 12/31/2022 5,000 Mmbtu/day Swap $2.605 NYMEX Xxxxx Hub 1/1/2023 - 12/31/2023 22,000 Mmbtu/day Swap $2.456 NYMEX Xxxxx Hub Unit Corp Oil Xxxxxx Date Volume Type Floor Cap Swap Exchange 10/1/2021 - 12/31/2021 3,000 Bbls/day Swap $44.65 NYMEX WTI 10/1/2021 - 10/31/2021 5,467 Swap $58.60 NYMEX WTI 11/1/2021 - 11/30/2021 3,326 Swap $58.30 NYMEX WTI 12/1/2021 - 12/31/2021 1,487 Swap $58.30 NYMEX WTI 1/1/2022 - 12/31/2022 5,000 Mmbtu/day Swap $42.25 NYMEX WTI 1/1/2023 - 12/31/2023 22,000 Mmbtu/day Swap $43.60 NYMEX WTI Natural Gas (McF) Crude Oil (bbl) Date Current Volumes Hedged % Hedged Current Volumes Hedged % Hedged Total 12 Months 15,215,000 66% 914,180 88% Total 24 Months 9,686,000 50% 566,500 67% Total 36 Months 2,024,000 12% 119,600 17%

Amendment and Restatement. The Borrowersparties to this Agreement agree that, upon (i) the Agent execution and delivery by each of the Lenders hereby agree that upon the effectiveness parties hereto of this AgreementAgreement and (ii) satisfaction of the conditions set forth in Section 4.01, the terms and provisions of the Existing Credit Agreement shall be and hereby are amended amended, superseded and restated in their entirety by the terms and conditions provisions of this Agreement and the terms and provisions of the Existing Agreement, except as otherwise provided herein, shall be superseded by this Agreement. Notwithstanding the amendment and restatement of the Existing Agreement by this Agreement, the Borrowers shall continue to be liable to the Agent and the Existing Lender with respect to (and to the extent of) agreements on the part of the Borrowers under the Existing Agreement to indemnify and hold harmless the Agent and the Existing Lender from and against all claims, demands, liabilities, damages, losses, costs, charges and expenses to which the Agent and the Existing Lender may be subject arising in connection with the Existing Agreement. This Agreement is given as not intended to and shall not constitute a substitution of, novation. All Loans made and not as a payment of, the obligations of Borrowers Obligations incurred under the Existing Credit Agreement which are outstanding on the Effective Date shall continue as Loans and Obligations under (and, as of the Effective Date, shall be governed by the terms of) this Agreement and is not intended to constitute a novation of the Existing Agreementother Loan Documents. Except as otherwise selected by Without limiting the Borrowers by delivery of a Borrowing Notice or Interest Rate Selection Notice prior to the Closing Date in accordance with the terms hereofforegoing, upon the effectiveness of hereof: (a) all references in the “Loan Documents” (as defined in the Existing Credit Agreement) to the “Administrative Agent”, the “Credit Agreement” and the “Loan Documents” shall be deemed to refer to the Administrative Agent, this Agreement and the Loan Documents, (b) the Existing Letters of Credit which remain outstanding on the Effective Date shall continue as Letters of Credit under (and, as of the Effective Date, shall be governed by the terms of) this Agreement, (c) all amounts obligations constituting “Obligations” with any Lender or any Affiliate of any Lender which are outstanding on the Effective Date shall continue as Obligations under this Agreement and owing by Borrowers the other Loan Documents, (d) the Administrative Agent shall make such reallocations, sales, assignments or other relevant actions in respect of each Lender’s credit exposure under the Existing Credit Agreement as are necessary in order that each such Lender’s Revolving Credit Exposure and outstanding Revolving Loans hereunder reflect such Lender’s Applicable Percentage of the Closing Dateoutstanding aggregate Revolving Exposures on the Effective Date and (e) the Borrower hereby agrees to compensate each Lender for any and all losses, as determined costs and expenses incurred by such Lender in connection with the Lenders, shall constitute Base Rate sale and assignment of any Eurocurrency Loans hereunder if such outstanding amounts were Base Rate Loans (including the “Eurocurrency Loans” under the Existing Credit Agreement) and such reallocation described above, and shall constitute Eurodollar Rate Loans hereunder if such outstanding amounts were Eurodollar Rate Loans under the Existing Agreement. Except as otherwise provided for by the Borrowers by delivery to the Agent of an Application and Agreement for Letters of Credit prior to the Closing Date in accordance with each case on the terms and in the manner set forth in Section 2.16 hereof, upon the effectiveness of this Agreement, all Letters of Credit issued for the account of the Borrowers under the Existing Agreement as of the Closing Date shall constitute Letters of Credit hereunder.

Amendment and Restatement. This Agreements amends and restates in its entirety that certain Credit Agreement dated as of January 19, 2018 executed by and among Woodforest National Bank, as administrative agent, certain lenders therein named, and Borrower (as the same may have been amended prior to the date hereof) (the “Existing Credit Agreement”). The Borrowersoutstanding commitments under the Existing Credit Agreement have been assigned, renewed, extended, modified, and rearranged as Commitments under and pursuant to the Agent and the Lenders hereby agree that upon the effectiveness terms of this Agreement. Certain of the Lenders (as Lenders under the Existing Credit Agreement) have agreed among themselves, in consultation with the Borrower, to adjust their respective Commitments and to terminate the commitments of certain lenders under the Existing Credit Agreement who will not become a Lender hereunder (each an “Exiting Lender”). The Administrative Agent, the terms Borrower and provisions each Exiting Lender (by receipt of the payment in full of the Loans as defined in, and owing 102 to it under, the Existing Credit Agreement and, at such Exiting Lender’s request, under a separate exiting agreement executed by such Exiting Lender) consented to such reallocation and each Existing Lender’s adjustment of, and each Existing Lender’s assignment of, an interest in the commitments and the Existing Lenders’ partial assignments of their respective commitments. On the date hereof, and after giving effect to such reallocations, adjustments, assignments and decreases, the Commitment of each Lender shall be as set forth on Schedule 2.01A. The Lenders shall make all appropriate adjustments and hereby are amended payments between and restated in their entirety by among themselves to account for the terms and conditions of this Agreement and revised pro rata shares resulting from the terms and provisions initial allocation of the Lenders’ commitments under the Existing Agreement, except Credit Agreement after adjustment as otherwise provided herein, shall be superseded for by this Agreement. Notwithstanding the amendment The Borrower and restatement of each Lender party hereto that was a “Lender” under the Existing Credit Agreement hereby agrees and this Section 9.18, and any exiting agreement executed by this Agreement, the Borrowers shall continue to be liable an Exiting Lender that is acceptable to the Administrative Agent and the Existing Lender with respect to (and to the extent of) agreements on the part of the Borrowers Borrower, shall be deemed approved assignment forms as required under the Existing Agreement to indemnify and hold harmless the Agent and the Existing Lender from and against all claims, demands, liabilities, damages, losses, costs, charges and expenses to which the Agent and the Existing Lender may be subject arising in connection with the Existing Credit Agreement. This Agreement is given as a substitution ofTHIS AGREEMENT AND THE OTHER LOAN DOCUMENTS REPRESENT THE FINAL AGREEMENT AMONG THE PARTIES HERETO AND THERETO AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, and not as a payment of, the obligations of Borrowers under the Existing Agreement and is not intended to constitute a novation of the Existing AgreementCONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. Except as otherwise selected by the Borrowers by delivery of a Borrowing Notice or Interest Rate Selection Notice prior to the Closing Date in accordance with the terms hereof, upon the effectiveness of this Agreement all amounts outstanding and owing by Borrowers under the Existing Agreement as of the Closing Date, as determined by the Lenders, shall constitute Base Rate Loans hereunder if such outstanding amounts were Base Rate Loans under the Existing Agreement, and shall constitute Eurodollar Rate Loans hereunder if such outstanding amounts were Eurodollar Rate Loans under the Existing AgreementTHERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES. Except as otherwise provided for by the Borrowers by delivery to the Agent of an Application and Agreement for Letters of Credit prior to the Closing Date in accordance with the terms hereof, upon the effectiveness of this Agreement, all Letters of Credit issued for the account of the Borrowers under the Existing Agreement as of the Closing Date shall constitute Letters of Credit hereunder.103

Amendment and Restatement. The BorrowersOn the date hereof (the “Restatement Date”), the Agent and the Lenders hereby agree that upon the effectiveness of this Agreement, the terms and provisions of the Existing Original Term Loan Agreement shall be amended, restated and hereby are amended and restated in their entirety by the terms and conditions of this Agreement and the terms and provisions of the Existing Agreement, except as otherwise provided herein, shall be superseded by this Agreement. Notwithstanding the amendment The parties hereto acknowledge and restatement of the Existing Agreement by agree that (a) this Agreement, the Borrowers shall continue Term Loan Notes delivered pursuant to be liable to this Agreement (the Agent “Restated Notes”) and the Existing Lender with respect to (other Financing Agreements executed and to the extent of) agreements on the part delivered in connection herewith do not constitute a novation, payment and reborrowing, or termination of the Borrowers “Liabilities” (as defined in the Original Term Loan Agreement) under the Existing Original Term Loan Agreement to indemnify and hold harmless the Agent and the Existing Lender from and against all claims, demands, liabilities, damages, losses, costs, charges and expenses to which the Agent and the Existing Lender may be subject arising as in connection with the Existing Agreement. This Agreement is given as a substitution of, and not as a payment of, the obligations of Borrowers under the Existing Agreement and is not intended to constitute a novation of the Existing Agreement. Except as otherwise selected by the Borrowers by delivery of a Borrowing Notice or Interest Rate Selection Notice effect prior to the Closing Date Restatement Date; (b) such “Liabilities” are in accordance all respects continuing with only the terms hereof, thereof being amended and modified as provided in this Agreement; (c) the Liens granted in the Collateral pursuant to the Financing Agreements securing payment of such “Liabilities” are in all respects continuing and in full force and effect and secure the payment of the Liabilities (as defined in this Agreement) and are hereby fully ratified and affirmed; and (d) upon the effectiveness of this Agreement all amounts loans outstanding and owing by Borrowers under the Existing Original Term Loan Agreement as of the Closing Date, as determined by the Lenders, shall constitute Base Rate Loans hereunder if such outstanding amounts were Base Rate Loans under the Existing Agreement, and shall constitute Eurodollar Rate Loans hereunder if such outstanding amounts were Eurodollar Rate Loans under the Existing Agreement. Except as otherwise provided for by the Borrowers by delivery to the Agent of an Application and Agreement for Letters of Credit prior to the Closing Date in accordance with the terms hereof, upon immediately before the effectiveness of this Agreement will be part of the Loans hereunder on the terms and conditions set forth in this Agreement. Without limitation on the foregoing, all Letters of Credit issued for the account each of the Borrowers hereby fully and unconditionally ratifies and affirms all of the Financing Agreements, as amended, and agrees that all security interests granted to PrivateBank or the Administrative Agent in the Collateral thereunder shall from and after the date hereof secure all Liabilities hereunder but in favor of the Administrative Agent for the ratable benefit of the Lenders and the Administrative Agent. Notwithstanding the modifications effected by this Agreement of the representations, warranties and covenants of the Borrowers contained in the Original Term Loan Agreement, each of the Borrowers acknowledges and agrees that any choses in action or other rights created in favor of PrivateBank or the Administrative Agent and its successors and assigns arising out of the representations and warranties of the Borrowers contained in or delivered (including representations and warranties delivered in connection with the making of the loans or other extensions of credit thereunder) in connection with the Original Term Loan Agreement, shall survive the execution and delivery of this Agreement but in favor of the Lenders and the Administrative Agent; provided, however, that it is understood and agreed that the Borrowers’ monetary obligations under the Existing Original Term Loan Agreement as in respect of the Closing Date loans and letters of credit thereunder are evidenced by this Agreement. All indemnification obligations of the Borrowers pursuant to the Original Term Loan Agreement shall constitute Letters survive the amendment and restatement of Credit hereunder.the Original Term Loan Agreement pursuant to this Agreement. On and after the Restatement Date, (a) each reference in the Financing Agreements to the “Loan Agreement”, “Loan and Security Agreement”, DM3\3743049.7

Amendment and Restatement. The BorrowersThis Agreement is intended to amend and restate and supersede and replace in its entirety the Existing Credit Agreement, without novation, with the Agent Commitments set forth herein and the Lenders hereby agree that upon and L/C Issuers party hereto. Without limiting the effectiveness of this Agreement, the terms and provisions generality of the foregoing, on the Closing Date, any Lenders party to the Existing Credit Agreement not listed on the signature pages hereof shall cease to be Lenders, and each Lender listed on the signature pages hereof not previously party to the Existing Credit Agreement shall be and hereby are amended become a Lender hereunder and restated in their entirety by the terms and conditions of this Agreement and the terms and provisions shall have all of the rights and be obligated to perform all of the obligations of a Lender hereunder to the extent of its Commitment. Notwithstanding anything to the contrary contained in the Existing Credit Agreement, except as otherwise provided herein, shall be superseded by this Agreement. Notwithstanding in order to effect the amendment and restatement restructuring of the Existing Agreement existing credit facilities as contemplated by this Agreement, the Borrowers shall continue (i) all Existing Letters of Credit will be deemed to be liable to the Agent Letters of Credit in accordance with this Agreement and the Existing Lender with respect to (ii) all accrued and to the extent of) agreements on the part of the Borrowers unpaid interest, and all accrued and incurred and unpaid fees, costs and expenses payable under the Existing Agreement to indemnify Credit Agreement, including all accrued and hold harmless the Agent unpaid Letter of Credit Fees under (and the Existing Lender from and against all claims, demands, liabilities, damages, losses, costs, charges and expenses to which the Agent and the Existing Lender may be subject arising in connection with the Existing Agreement. This Agreement is given as a substitution of, and not as a payment of, the obligations of Borrowers under the Existing Agreement and is not intended to constitute a novation defined in) Section 2.04(h) of the Existing Credit Agreement. Except , fronting fees under (and as otherwise selected by described in ) Section 2.04(i) of the Borrowers by delivery Existing Credit Agreement and all fees and expenses outstanding under Section 10.04(a) and Section 10.4(b) of a Borrowing Notice or Interest Rate Selection Notice prior the Existing Credit Agreement and other similar costs and expenses, will be due and payable on the Closing Date.. The Borrower ratifies, affirms and acknowledges all of its Obligations in respect of the Existing Letters of Credit and related Issuer Documents, and the Lenders shall be deemed to have participating interests in the Existing Letters of Credit and related Issuer Documents as of the Closing Date in accordance with the terms hereof, upon the effectiveness of this Agreement all amounts their Applicable Percentage as reflected in Schedule 2.01 attached hereto. All previously outstanding and owing by Borrowers promissory notes under the Existing Credit Agreement as of the Closing Date, as determined by the Lenders, shall constitute Base Rate Loans hereunder if such outstanding amounts were Base Rate Loans under the Existing Agreement, and shall constitute Eurodollar Rate Loans hereunder if such outstanding amounts were Eurodollar Rate Loans under the Existing Agreement. Except as otherwise provided for by the Borrowers by delivery to the Agent of an Application and Agreement for Letters of Credit prior to the Closing Date in accordance with the terms hereof, will be deemed cancelled upon the effectiveness of this Agreement, all Letters of Credit issued for the account of the Borrowers under the Existing Agreement as occurrence of the Closing Date shall constitute Letters and the issuance of the Notes hereunder. Additionally, those Lenders party hereto which are also party to the Existing Credit hereunderAgreement hereby waive any prior notice requirement under the Existing Credit Agreement with respect to the termination of commitments thereunder and the making of any prepayments thereunder.

Amendment and Restatement. The BorrowersCredit Parties, the Agent Lenders and the Lenders hereby Agents agree that that, upon the effectiveness execution and delivery of this AgreementAgreement by each of the parties hereto, the terms and provisions of the Existing Term Loan Agreement shall be and hereby are amended amended, superseded and restated in their entirety by the terms and conditions provisions of this Agreement and the terms and provisions of the Existing Agreement, except as otherwise provided herein, shall be superseded by this Agreement. Notwithstanding the amendment and restatement of the Existing Agreement by this Agreement, the Borrowers shall continue to be liable to the Agent and the Existing Lender with respect to (and to the extent of) agreements on the part of the Borrowers under the Existing Agreement to indemnify and hold harmless the Agent and the Existing Lender from and against all claims, demands, liabilities, damages, losses, costs, charges and expenses to which the Agent and the Existing Lender may be subject arising in connection with the Existing Agreement. This Agreement is given as a substitution of, and not as a payment of, the obligations of Borrowers under the Existing Agreement and is not intended to and shall not constitute a novation of the Existing AgreementTerm Loan Agreement or the Obligations created thereunder. Except as otherwise selected by Without limiting the Borrowers by delivery of a Borrowing Notice or Interest Rate Selection Notice prior to the Closing Date in accordance with the terms hereofforegoing, upon the effectiveness of this Agreement hereof: (a) all amounts outstanding and owing by Borrowers loans incurred under the Existing Term Loan Agreement that are outstanding on the Repricing Effective Date shall continue as of the Closing Date, as determined Term Loans under (and shall be governed by the Lendersterms of) this Agreement and the other Loan Documents, (b) all references in the “Loan Documents” (as defined in the Existing Term Loan Agreement) to the “Term Loan Agreement” and the “Loan Documents” shall constitute Base Rate Loans hereunder if such outstanding amounts were Base Rate Loans be deemed to refer to this Agreement and the Loan Documents and (c) all obligations constituting “Obligations” under the Existing AgreementTerm Loan Agreement with any Lender which are outstanding on the Repricing Effective Date shall continue as Obligations under this Agreement and the other Loan Documents. SCHEDULE 2.01 COMMITMENTS AND LENDERS Lender Commitment Citibank, and shall constitute Eurodollar Rate Loans hereunder if such outstanding amounts were Eurodollar Rate Loans under the Existing AgreementN.A. $ 500,000,000 Schedule 2.01 to Term Loan Agreement SCHEDULE 3.01 CORPORATE STATUS Group Party Jurisdiction(s) Offshore Group Investment Limited Cayman Islands Vantage Drilling Company Cayman Islands Vantage Holding Hungary Kft. Except as otherwise provided for by the Borrowers by delivery Hungary Vantage Drilling Netherlands B.V. Netherlands Vantage International Management Co. Cayman Islands Vantage Driller I Co Cayman Islands Vantage Driller II Co Cayman Islands Vantage Driller III Co Cayman Islands Vantage Driller IV Co. Cayman Islands Emerald Driller Company Cayman Islands Sapphire Driller Company Xxxxxx Xxxxxxx X0000 Xxx Xx. Xxxxxx Xxxxxxx P2020 Rig Co. Cayman Islands Vantage Holdings Malaysia I Co. Cayman Islands Vantage Drilling (Malaysia) I Sdn. Bhd. Malaysia Vantage Drilling Labuan I Ltd. Malaysia Vantage Holdings Cyprus ODC Limited Cyprus Vantage Drilling Poland—Luxembourg Branch Luxembourg Branch of a Polish limited liability company Dragonquest Holdings Company Cayman Islands Tungsten Explorer Company Cayman Islands Vantage Deepwater Company Cayman Islands Vantage Deepwater Drilling, Inc. Delaware, Louisiana Vantage Delaware Holdings, LLC Delaware Schedule 3.01 to the Agent Term Loan Agreement SCHEDULE 3.03 NO VIOLATION – NO CONDITIONS None. Schedule 3.03 to Term Loan Agreement SCHEDULE 3.04 LITIGATION None. Schedule 3.04 to Term Loan Agreement SCHEDULE 3.12(A) SUBSIDIARIES Name of an Application and Agreement for Letters of Credit prior to the Closing Date in accordance with the terms hereof, upon the effectiveness of this Agreement, all Letters of Credit issued for the account Subsidiary Direct or Indirect Ownership Interests of the Borrowers under the Existing Parent (and Percentage of all Outstanding Interests Owned) Borrower, Guarantor or Unrestricted Subsidiary Offshore Group Investment Limited 1 / ordinary (100%) Borrower Vantage Delaware Holdings, LLC membership interests (100%) Borrower Vantage Holding Hungary Kft. N/A (100%) Guarantor Vantage Drilling Netherlands B.V. 180 (100%) Guarantor Vantage International Management Co. 1 / ordinary (100%) Guarantor Vantage Driller I Co 1 / ordinary (100%) Guarantor Vantage Driller II Co 1 / ordinary (100%) Guarantor Vantage Driller III Co 1 / ordinary (100%) Guarantor Vantage Driller IV Co. 1 / ordinary (100%) Guarantor Emerald Driller Company 1 / ordinary (100%) Guarantor Sapphire Driller Company 1 / ordinary (100%) Guarantor P2021 Rig Co. 1 / ordinary (100%) Guarantor P2020 Rig Co. 1 / ordinary (100%) Guarantor Vantage Holdings Malaysia I Co. 1 / ordinary (100%) Guarantor Vantage Drilling (Malaysia) I Sdn. Bhd. 657,540 / ordinary (100%) Guarantor Vantage Drilling Labuan I Ltd. 50,100 / ordinary (100%) Guarantor Vantage Holdings Cyprus ODC Limited 1,280 / ordinary, 1,000 / ordinary and 100 / ordinary (100%) Guarantor Vantage Drilling Poland-Luxembourg Branch 32,246 / ordinary (100%) Guarantor Dragonquest Holdings Company 1 / ordinary (100%) Guarantor Schedule 3.12(A) to Term Loan Agreement as Name of Subsidiary Direct or Indirect Ownership Interests of the Closing Date shall constitute Letters Parent (and Percentage of Credit hereunderall Outstanding Interests Owned) Borrower, Guarantor or Unrestricted Subsidiary Tungsten Explorer Company 1 / ordinary (100%) Guarantor Vantage Deepwater Company 1 / ordinary (100%) Guarantor Vantage Deepwater Drilling, Inc. 1 / ordinary (100%) Guarantor Vantage Driller V Co. 1 / ordinary (100%) Unrestricted Subsidiary Vantage Driller VI Co. 1 / ordinary (100%) Unrestricted Subsidiary Vantage Deepwater Holdings Company 1 / ordinary (100%) Unrestricted Subsidiary Vantage Energy Services, Inc. 100 / ordinary (100%) Unrestricted Subsidiary Vantage International Payroll Company 1 / ordinary (100%) Unrestricted Subsidiary Vantage International Management Co Pte Ltd 1 / ordinary (100%) Unrestricted Subsidiary Schedule 3.12(A) to Term Loan Agreement SCHEDULE 3.12(B) CAPITALIZATION – LIENS ON EQUITY INTERESTS None. Schedule 3.12(B) to Term Loan Agreement SCHEDULE 3.12(C) CAPITALIZATION – AUTHORIZED OR OUTSTANDING INTERESTS None. Schedule 3.12(C) to Term Loan Agreement SCHEDULE 3.15 ENVIRONMENTAL LAWS None. Schedule 3.15 to Term Loan Agreement SCHEDULE 3.19 PERMITS None. Schedule 3.19 to Term Loan Agreement SCHEDULE 3.26 RESTRICTIONS ON PAYMENTS OF DIVIDENDS None. Schedule 3.26 to Term Loan Agreement SCHEDULE 6.06(h) ADDITIONAL PARTIAL VESSEL SALE PROVISIONS None. Schedule 6.06(h) to Term Loan Agreement SCHEDULE 6.18(d) POST-CLOSING ACTIONS None.

Amendment and Restatement. The Borrowers, the Agent and the Lenders hereby agree that upon the effectiveness of this Agreement, the terms and provisions of the Existing Agreement shall be and hereby are amended and restated in their entirety by the terms and conditions of this Agreement and the terms and provisions of the Existing Agreement, except as otherwise provided herein, shall be superseded by this Agreement. Notwithstanding the This Guaranty is an amendment and restatement of the Existing Agreement by this Agreement, the Borrowers shall continue to be liable to the Agent Guaranty and supersedes the Existing Lender with respect to (Guaranty in its entirety; provided, however, that the execution and to the extent of) agreements on the part delivery of the Borrowers under the Existing Agreement to indemnify and hold harmless the Agent and the Existing Lender from and against all claims, demands, liabilities, damages, losses, costs, charges and expenses to which the Agent and the Existing Lender may be subject arising in connection with the Existing Agreement. This Agreement is given as a substitution of, and this Guaranty shall not as a payment of, the obligations of Borrowers under the Existing Agreement and is not intended to constitute effect a novation of the Existing Agreement. Except as otherwise selected by the Borrowers by delivery of a Borrowing Notice or Interest Rate Selection Notice prior Guaranty but shall be, to the Closing Date in accordance with the terms hereoffullest extent applicable, upon the effectiveness a modification, renewal, confirmation and extension of such Existing Guaranty. THIS GUARANTY AND THE OTHER CREDIT DOCUMENTS, AS DEFINED IN THE CREDIT AGREEMENT REFERRED TO IN THIS GUARANTY, REPRESENT THE FINAL AGREEMENT AMONG THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS AMONG THE PARTIES HERETO. Each Guarantor has caused this Agreement all amounts outstanding and owing by Borrowers under the Existing Agreement Guaranty to be duly executed as of the Closing Datedate first above written. GUARANTORS: JAGGED PEAK ENERGY MANAGEMENT INC. By: Name: Title: JAGGED PEAK ENERGY MANAGEMENT LLC By: Name: Title: Signature Page to Amended and Restated Guaranty Agreement Annex 1 to the Amended and Restated Guaranty Agreement SUPPLEMENT NO. dated as of (the “Supplement”), to the Amended and Restated Guaranty Agreement dated as of [ ], 2017 (as amended, supplemented, amended and restated or otherwise modified from time to time, the “Guaranty Agreement”), executed by Jagged Peak Energy Management Inc. and Jagged Peak Energy Management LLC, (the “Guarantors”) and Xxxxx Fargo Bank, National Association, as determined by Administrative Agent (in such capacity, the Lenders, shall constitute Base Rate Loans hereunder if such outstanding amounts were Base Rate Loans under the Existing Agreement, and shall constitute Eurodollar Rate Loans hereunder if such outstanding amounts were Eurodollar Rate Loans under the Existing Agreement. Except as otherwise provided for by the Borrowers by delivery to the Agent of an Application and Agreement for Letters of Credit prior to the Closing Date in accordance with the terms hereof, upon the effectiveness of this Agreement, all Letters of Credit issued “Administrative Agent”) for the account benefit of the Borrowers under Secured Parties (as defined in the Existing Credit Agreement as of the Closing Date shall constitute Letters of Credit hereunderreferred to herein).

Amendment and Restatement. The Borrowers(a) On the Closing Date, the Agent Original Credit Agreement shall be amended and restated in its entirety by this Agreement and (a) all references to the Lenders hereby agree that upon Original Credit Agreement in any Loan Document other than this Agreement (including in any amendment, waiver or consent) shall be deemed to refer to the effectiveness Original Credit Agreement as amended and restated hereby, (b) all references to any section (or subsection) of the Original Credit Agreement in any Loan Document (but not herein) shall be amended to be, mutatis mutandis, references to the corresponding provisions of this Agreement, (c) except as the terms context otherwise provides, all references to this Agreement herein (including for purposes of indemnification and provisions reimbursement of the Existing Agreement fees) shall be and hereby are deemed to be reference to the Original Credit Agreement as amended and restated in their entirety by hereby and (d) each of the Loan Parties hereby (i) reaffirms all of its obligations under each of the Loan Documents to which it is a party and (ii) acknowledges and agrees that subsequent to, and taking into account all of the terms and conditions of this Agreement and the terms and provisions of the Existing Agreement, except as otherwise provided herein, shall be superseded by this Agreement. Notwithstanding the amendment and restatement of the Existing Agreement by this Agreement, the Borrowers shall continue to be liable to the Agent and the Existing Lender with respect to (and to the extent of) agreements on the part of the Borrowers under the Existing Agreement to indemnify and hold harmless the Agent and the Existing Lender from and against all claims, demands, liabilities, damages, losses, costs, charges and expenses each Loan Document to which the Agent it is a party shall remain in full force and the Existing Lender may be subject arising in connection with the Existing Agreement. This Agreement is given as a substitution of, and not as a payment of, the obligations of Borrowers under the Existing Agreement and is not intended to constitute a novation of the Existing Agreement. Except as otherwise selected by the Borrowers by delivery of a Borrowing Notice or Interest Rate Selection Notice prior to the Closing Date effect in accordance with the terms hereof, upon the effectiveness of this Agreement all amounts outstanding and owing by Borrowers under the Existing Agreement as thereof. Each of the Closing DateLoan Parties, as determined by the Lenders, shall constitute Base Rate Loans hereunder if such outstanding amounts were Base Rate Loans under the Existing Agreement, Lenders and shall constitute Eurodollar Rate Loans hereunder if such outstanding amounts were Eurodollar Rate Loans under the Existing Agreement. Except as otherwise provided for by the Borrowers by delivery to the Agent of an Application Issuing Banks acknowledges and Agreement for Letters of Credit prior to the Closing Date in accordance with the terms hereof, upon the effectiveness of this Agreement, agrees that (A) all Letters of Credit issued for under and as defined in the account of the Borrowers under the Existing Original Credit Agreement and outstanding as of the Closing Date shall constitute continue as Letters of Credit hereunderunder this Agreement, (B) all Hedging Obligations under and as defined in the Original Credit Agreement that remain outstanding as of the Closing Date shall continue as Hedging Obligations under this Agreement and (C) all Banking Services Obligations under and as defined in the Original Credit Agreement that remain outstanding as of the Closing Date shall continue as Banking Services Obligations under this Agreement. This Agreement is not intended to constitute, and does not constitute, a novation of the obligations and liabilities under the Original Credit Agreement (including the Obligations) or to evidence payment of all or any portion of such obligations and liabilities.

Amendment and Restatement. The Borrowersparties hereto agree that, on the Closing Date, the Agent and the Lenders hereby agree that upon the effectiveness of this Agreementfollowing transactions shall be deemed to occur automatically, the terms and provisions of without further action by any party hereto: (a) the Existing Credit Agreement shall be and hereby are deemed to be amended and restated in their its entirety by the terms and conditions of this Agreement and the terms and provisions of the Existing Agreement, except as otherwise provided herein, shall be superseded by this Agreement. Notwithstanding the amendment and restatement of the Existing Agreement by pursuant to this Agreement, the Borrowers shall continue to be liable to the Agent and (b) all Obligations (as defined in the Existing Lender with respect to (and to the extent ofCredit Agreement) agreements on the part of the Borrowers under the Existing Credit Agreement shall be deemed to indemnify be Obligations outstanding hereunder and hold harmless the Agent and the Existing Lender from and against all claims, demands, liabilities, damages, losses, costs, charges and expenses to which the Agent and the Existing Lender may be subject arising in connection with the Existing Agreement. This this Agreement is given as a substitution of, and shall not as a payment of, the obligations of Borrowers under the Existing Agreement and is not intended to constitute a novation of such Obligations or any of the rights, duties and obligations of the parties hereunder and (c) all references in the other Credit Documents to the Existing Credit Agreement shall be deemed to refer without further amendment to this Agreement. Except as otherwise selected by The parties hereto further acknowledge and agree that this Agreement constitutes an amendment to the Borrowers by delivery Existing Credit Agreement made under and in accordance with the terms of a Borrowing Notice or Interest Rate Selection Notice Section 11.01 of the Existing Facility Agreement. All revolving loans outstanding under the Existing Credit Agreement immediately prior to the Closing Date in accordance with the terms hereofshall, upon the effectiveness of this Agreement all amounts outstanding and owing by Borrowers under the Existing Agreement as of the Closing Date, be deemed to be a borrowing of Revolving Loans in an equivalent amount and with the same Interest Period (to the extent applicable for Eurocurrency Rate Loans) hereunder as determined by of the LendersClosing Date and in connection therewith, shall constitute Base Rate Loans hereunder if such outstanding amounts were Base Rate Loans the Administrative Agent, the Borrowers and the Lenders hereby acknowledge and agree that the revolving commitments in effect under the Existing Agreement, and shall constitute Eurodollar Rate Loans hereunder if such outstanding amounts were Eurodollar Rate Loans under the Existing Agreement. Except as otherwise provided for by the Borrowers by delivery to the Agent of an Application and Credit Agreement for Letters of Credit immediately prior to the Closing Date in accordance with have been reallocated to the terms hereof, upon Revolving Commitments set forth on Schedule 2.01 and the effectiveness of this Agreement, all Letters of Credit issued for the account of the Borrowers revolving loans outstanding under the Existing Credit Agreement as of immediately prior to the Closing Date have been reallocated as necessary to give effect to the Revolving Commitments, and such reallocations shall constitute Letters be effective on the Closing Date and do not require any Assignment and Assumption or any other action of Credit hereunderany Person.

Amendment and Restatement. The BorrowersAs of the Effective Date, the Agent Commitments of certain Lenders under (and as defined in) the Existing Credit Agreement shall be terminated by the Company (such Lenders, the “Departing Lenders”). The remaining Lenders hereby agree that upon under (and as defined in) the effectiveness Existing Credit Agreement shall be Banks under this Agreement with Commitments as set forth on the signature pages hereof. By its execution and delivery of this Agreement, each Bank that was a Lender under (and as defined in) the terms Existing Credit Agreement hereby consents to the execution and delivery of this Agreement and to the non-pro rata reduction of Commitments (under and as defined in the Existing Credit Agreement) occurring on the Effective Date as a result of the termination of the Commitments of the Departing Lenders, and the concurrent repayment in full of all loans and other obligations owing (whether or not due) to the Departing Lenders. On the Effective Date, effective immediately following such termination and repayment, the Existing Credit Agreement shall be amended, restated and superseded in its entirety by this Agreement. The parties hereto acknowledge and agree that (a) this Agreement and the other Loan Documents, whether executed and delivered in connection herewith or otherwise, do not constitute a novation, payment and reborrowing, or termination of the obligations of the Company and the other Borrowers under the Existing Credit Agreement as in effect prior to the Effective Date (except with respect to the Departing Lenders, except that the provisions of the Existing Credit Agreement that by their express terms survive the termination of the Existing Credit Agreement shall be continue for the Departing Lenders) and hereby (b) such obligations are in all respects continuing (as amended and restated in their entirety by hereby) with only the terms and conditions of this Agreement and the terms and provisions of the Existing Agreement, except thereof being modified as otherwise provided herein, shall be superseded by in this Agreement. Notwithstanding Without limiting the amendment and restatement generality of the Existing Agreement by this Agreementforegoing, the Borrowers shall continue to be liable after giving effect to the Agent Departing Lender Commitment terminations and repayments, (i) all “Loans” outstanding under (and as defined in) the Existing Lender with respect to Credit Agreement shall on the Effective Date become Loans hereunder, (ii) all “Letters of Credit” under (and to as defined in) the extent of) agreements Existing Credit Agreement shall on the part Effective Date become Letters of the Borrowers Credit hereunder and (iii) all other obligations outstanding under the Existing Credit Agreement to indemnify and hold harmless shall on the Agent and the Existing Lender from and against all claims, demands, liabilities, damages, losses, costs, charges and expenses to which the Agent and the Existing Lender may Effective Date be subject arising in connection with the Existing obligations under this Agreement. This Agreement is given as a substitution of, and not as a payment of, the obligations of Borrowers under the Existing Agreement and is not intended to constitute a novation of the Existing Agreement. Except as otherwise selected by the Borrowers by delivery of a Borrowing Notice or Interest Rate Selection Notice prior to the Closing Date in accordance with the terms hereof, upon the effectiveness of this Agreement all amounts outstanding and owing by Borrowers under the Existing Agreement as of the Closing Date, as determined by the Lenders, shall constitute Base Rate Loans hereunder if such outstanding amounts were Base Rate Loans under the Existing Agreement, and shall constitute Eurodollar Rate Loans hereunder if such outstanding amounts were Eurodollar Rate Loans under the Existing Agreement. Except as otherwise provided for by the Borrowers by delivery to the Agent of an Application and Agreement for Letters of Credit prior to the Closing Date in accordance with the terms hereof, upon the effectiveness of this Agreement, all Letters of Credit issued for the account of the Borrowers under the Existing Agreement as of the Closing Date shall constitute Letters of Credit hereunder.THIRD AMENDED AND RESTATED CREDIT AGREEMENT

Amendment and Restatement. The Borrowers, (a) On the Agent Effective Date (i) this Agreement renews and extends (and does not release or novate) the Lenders hereby agree that upon indebtedness and obligations outstanding under the effectiveness of this Fifth Amended and Restated Credit Agreement, (ii) the terms commitments under the Fifth Amended and Restated Credit Agreement are renewed and replaced by the commitments to the Borrower hereunder and all other covenants and provisions of the Existing Fifth Amended and Restated Credit Agreement are terminated, except provisions that expressly survive such termination pursuant to the terms of the Fifth Amended and Restated Credit Agreement, including indemnification provisions, (iii) all Liens and guarantee agreements securing or benefiting the commitments, obligations and liabilities under the Fifth Amended and Restated Credit Agreement shall be continue and hereby are amended shall secure and restated in their entirety by benefit the terms Loans and conditions of this Agreement other obligations and the terms and provisions liabilities of the Existing Agreement, except as otherwise provided herein, shall be superseded by this Agreement. Notwithstanding the amendment and restatement of the Existing Agreement by Loan Parties under this Agreement, and (A) the Borrowers Security Documents delivered pursuant to this Agreement shall continue to be liable to amend and restate the Agent Liens securing or benefiting the commitments, obligations and the Existing Lender with respect to (and to the extent of) agreements on the part of the Borrowers liabilities under the Existing Fifth Amended and Restated Credit Agreement to indemnify and hold harmless the Agent and the Existing Lender from and against all claims, demands, liabilities, damages, losses, costs, charges and expenses to which the Agent and the Existing Lender may be subject arising in connection with the Existing Agreement. This Agreement is given as a substitution ofwhether or not any such Security Document so expressly states, and not as a payment of(B) this Agreement shall amend and restate the guarantees securing or benefiting the commitments, the obligations of Borrowers and liabilities under the Existing Agreement Fifth Amended and is not intended to constitute a novation of the Existing Restated Credit Agreement. Except as otherwise selected by the Borrowers by delivery of a Borrowing Notice or Interest Rate Selection Notice prior to the Closing Date in accordance with the terms hereof, upon the effectiveness of this Agreement all amounts outstanding and owing by Borrowers under the Existing Agreement as of the Closing Date, as determined by the Lenders, shall constitute Base Rate Loans hereunder if such outstanding amounts were Base Rate Loans under the Existing Agreement, and shall constitute Eurodollar Rate Loans hereunder if such outstanding amounts were Eurodollar Rate Loans under the Existing Agreement. Except as otherwise provided for by the Borrowers by delivery to the Agent of an Application and Agreement for Letters of Credit prior to the Closing Date in accordance with the terms hereof, upon the effectiveness of this Agreement, all Letters of Credit issued for the account of the Borrowers under the Existing Agreement as of the Closing Date shall constitute Letters of Credit hereunder.

Amendment and Restatement. The BorrowersThis Agreement amends and restates the Existing Credit Agreement in its entirety. Each Borrower hereby agrees that (a) the Indebtedness outstanding under the Existing Credit Agreement and the Loan Documents (as defined in the Existing Credit Agreement; together with the Existing Credit Agreement, the Agent “Existing Credit Documents”) and all accrued and unpaid interest thereon and (b) all accrued and unpaid fees under the Existing Credit Documents, shall be deemed to be outstanding under and governed by this Agreement. Each Borrower hereby acknowledges, warrants, represents and agrees that this Agreement is not intended to be, and shall not be deemed or construed to be, a novation or release of the Existing Credit Documents. Each Lender which is a Lender under the Existing Credit Documents hereby waives any requirements for notice of prepayment, minimum amounts of prepayments of the loans thereunder, ratable reductions of the commitments of Lenders hereby agree under the Existing Credit Documents and ratable payments on account of the principal or interest of any loan under the Existing Credit Documents to the extent that any such prepayment, reductions or payments are required to ensure that, upon the effectiveness of this Agreement, the terms and provisions loans of the Existing Agreement Lenders shall be and outstanding on a ratable basis in accordance with their respective Applicable Percentage. Each Lender hereby are amended and restated in their entirety by authorizes the terms and conditions of this Agreement and the terms and provisions of the Existing Agreement, except as otherwise provided herein, shall be superseded by this Agreement. Notwithstanding the amendment and restatement of the Existing Agreement by this Agreement, the Borrowers shall continue to be liable to the Administrative Agent and the Existing Lender with respect Borrowers to (and request Borrowings from Lenders, to the extent of) agreements on the part make prepayment of the Borrowers loans under the Existing Agreement Credit Documents and to indemnify and hold harmless reduce the Agent and the Existing Lender from and against all claims, demands, liabilities, damages, losses, costs, charges and expenses to which the Agent and the Existing Lender may be subject arising in connection with the Existing Agreement. This Agreement is given as a substitution of, and not as a payment of, the obligations of Borrowers commitments under the Existing Agreement and is not intended Credit Documents among Lenders in order to constitute a novation of the Existing Agreement. Except as otherwise selected by the Borrowers by delivery of a Borrowing Notice or Interest Rate Selection Notice prior to the Closing Date in accordance with the terms hereof, upon the effectiveness of this Agreement all amounts outstanding and owing by Borrowers under the Existing Agreement as of the Closing Date, as determined by the Lenders, shall constitute Base Rate Loans hereunder if such outstanding amounts were Base Rate Loans under the Existing Agreement, and shall constitute Eurodollar Rate Loans hereunder if such outstanding amounts were Eurodollar Rate Loans under the Existing Agreement. Except as otherwise provided for by the Borrowers by delivery to the Agent of an Application and Agreement for Letters of Credit prior to the Closing Date in accordance with the terms hereofensure that, upon the effectiveness of this Agreement, all Letters the loans of Credit issued for the account Lenders shall be outstanding on a ratable basis in accordance with their respective Applicable Percentage. The parties hereto confirm, ratify and reaffirm each of the Borrowers Existing Credit Documents entered into prior to the Effective Date (but excluding the Existing Credit Agreement) and agree that such Existing Credit Documents continue to be legal, valid, binding and enforceable in accordance with their terms (except to the extent, amended, restated and superseded in connection with the transactions contemplated hereby). The Borrowers, jointly and severally, represent and warrant that, as of the Effective Date, there are no claims or offsets against, or defenses or counterclaims to, their obligations (or the obligations of any Guarantor) under the Existing Credit Agreement as or any other Existing Credit Documents. Amended and Restated Schedule 2.01 (As of the Closing Fifth Amendment Effective Date) Commitments LENDERS MAXIMUM REVOLVING CREDIT AMOUNT PRO RATA SHARE BOKF, NA DBA BANK OF OKLAHOMA $35,000,000.00 100.000000000% TOTALS $35,000,000.00 100.000000000% Amended and Restated Schedule 3.19 Swap Agreements (As of the Fifth Amendment Effective Date) Unit Corp Gas Xxxxxx Date shall constitute Letters of Credit hereunder.Volume Type Floor Cap Swap Exchange 10/1/2022 - 12/31/2022 35,000 Mmbtu/day Collar $ 2.500 $ 2.680 NYMEX Xxxxx Hub 10/1/2022 - 12/31/2022 5,000 Mmbtu/day Swap $ 2.605 NYMEX Xxxxx Hub 10/1/2022 - 10/31/2022 430,000 Mmbtu Swap $ 9.14 NYMEX Xxxxx Hub 11/1/2022 - 11/30/2022 310,000 Mmbtu Swap $ 9.14 NYMEX Xxxxx Hub 12/1/2022 - 12/31/2022 900,000 Mmbtu Swap $ 9.14 NYMEX Xxxxx Hub 11/1/2022 - 12/31/2022 25,000 Mmbtu/day Swap $ (0.165) PEPL Basis 1/1/2023 - 12/31/2023 22,000 Mmbtu/day Swap $ 2.456 NYMEX Xxxxx Hub 1/1/2023 - 1/31/2023 930,000 Mmbtu Swap $ 9.14 NYMEX Xxxxx Hub 100 2/1/2023 - 2/28/2023 700,000 Mmbtu Swap $ 9.14 NYMEX Xxxxx Hub 1/1/2023 - 3/31/2023 25,000 Mmbtu/day Swap $ (0.165) PEPL Basis Unit Corp Oil Xxxxxx Date Volume Type Floor Cap Swap Exchange 10/1/2022 - 12/31/2022 2,300 Bbls/day Swap $ 42.25 NYMEX WTI 10/1/2022 - 10/31/2022 17,400 Bbls Swap $ 103.98 NYMEX WTI 11/1/2022 - 11/30/2022 14,500 Bbls Swap $ 103.98 NYMEX WTI 12/1/2022 - 12/31/2022 13,600 Bbls Swap $ 103.98 NYMEX WTI 1/1/2023 - 12/31/2023 1,300 Bbls/day Swap $ 43.60 NYMEX WTI 1/1/2023 - 1/31/2023 42,500 Bbls Swap $ 95.40 NYMEX WTI 2/1/2023 - 2/28/2023 36,500 Bbls Swap $ 95.40 NYMEX WTI 101 Amended and Restated Schedule 6.13(j) Excluded Property

Amendment and Restatement. The BorrowersThis Agreement represents a full and complete amendment and restatement of the Credit Agreement dated as of August 13, 1996 (the "Existing Credit Agreement"), among the Borrower, the Agent Agent, as administrative agent, Provident, as documentation agent, and the Lenders named therein, and that prior version is deemed replaced hereby agree that upon as of the effectiveness of this Agreement, the terms and provisions of the Existing Agreement shall be and hereby are amended and restated in their entirety by the terms and conditions . The indebtedness under such prior version of this Agreement and continues under this Agreement (as reallocated among the terms and provisions of the Existing Agreement, except as otherwise provided herein, shall be superseded by this Agreement. Notwithstanding the amendment and restatement of the Existing Agreement by this Agreement, the Borrowers shall continue to be liable to the Agent and the Existing Lender with respect to (and to the extent of) agreements on the part of the Borrowers under the Existing Agreement to indemnify and hold harmless the Agent and the Existing Lender from and against all claims, demands, liabilities, damages, losses, costs, charges and expenses to which the Agent and the Existing Lender may be subject arising Lenders in connection with the Existing Agreement. This Agreement is given as a substitution of, and not as a payment of, the obligations of Borrowers under the Existing Agreement and is not intended to constitute a novation of the Existing Agreement. Except as otherwise selected by the Borrowers by delivery of a Borrowing Notice or Interest Rate Selection Notice prior to the Closing Date in accordance with the terms hereof, upon the effectiveness of this Agreement) and the execution of this Agreement all amounts outstanding and owing by Borrowers does not indicate a payment, satisfaction, novation, or discharge thereof. All support for the indebtedness under the Existing prior version of this Agreement as of continues to support the Closing Date, as determined by the Lenders, shall constitute Base Rate Loans hereunder if such outstanding amounts were Base Rate Loans under the Existing Agreement, and shall constitute Eurodollar Rate Loans hereunder if such outstanding amounts were Eurodollar Rate Loans under the Existing Agreementindebtedness hereunder. Except as otherwise provided for by the Borrowers by delivery to the Agent of an Application and Agreement for Letters of Credit prior to the Closing Date in accordance with the terms hereof, upon Upon the effectiveness of this Agreement, all Letters outstanding Advances shall be reallocated among the Lenders ratably in accordance with their Commitments. Amounts payable under the prior version of Credit issued this Agreement shall accrue thereunder until the effectiveness of this Agreement and the Agent shall arrange with the Borrower and the Lenders to prorate and ratably distribute to the Agent and the Lenders all amounts payable under the prior version of this Agreement for the account periods prior to the effectiveness of the Borrowers under the Existing Agreement this Agreement. THE BORROWER, THE LENDERS, THE ISSUING LENDER AND THE AGENT HEREBY IRREVOCABLY WAIVE ANY AND ALL RIGHT TO TRIAL BY JURY IN RESPECT OF ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT, ANY OTHER CREDIT DOCUMENT, OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY. PURSUANT TO SECTION 26.02 OF THE TEXAS BUSINESS AND COMMERCE CODE, A CREDIT AGREEMENT IN WHICH THE AMOUNT INVOLVED IN THE CREDIT AGREEMENT EXCEEDS $50,000 IN VALUE IS NOT ENFORCEABLE UNLESS THE LOAN AGREEMENT IS IN WRITING AND SIGNED BY THE PARTY TO BE BOUND OR THAT PARTY'S AUTHORIZED REPRESENTATIVE. THE RIGHTS AND OBLIGATIONS OF THE PARTIES TO AN AGREEMENT SUBJECT TO THE PRECEDING PARAGRAPH SHALL BE DETERMINED SOLELY FROM THE WRITTEN CREDIT AGREEMENT, AND ANY PRIOR ORAL AGREEMENTS BETWEEN THE PARTIES ARE SUPERSEDED BY AND MERGED INTO THE CREDIT AGREEMENT. THIS WRITTEN AGREEMENT AND THE CREDIT DOCUMENTS, AS DEFINED IN THIS AGREEMENT, REPRESENT THE FINAL AGREEMENT AMONG THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS AMONG THE PARTIES. EXECUTED as of the Closing Date shall constitute Letters of Credit hereunder.date first above written. BORROWER: CARRIAGE SERVICES, INC. By:_______________________________________ Thomas C. Livengood, Executive Vice Xxxxxxxxx xnd Chief Financial Officer AGENT: NATIONSBANK OF TEXAS, N.A., as Agent By:_______________________________________ Albert L. Welch Vice Presidxxx XXXXXXXXXT: LENDERS: NATIONSBANK OF TEXAS, N.A., By: ______________________________________ $40,000,000 Albert L. Welch Vice Presidxxx $00,000,000 PROVIDENT SERVICES, INC. By: ______________________________________ Daniel M. Chong Vice Presidxxx $25,000,000 BANK ONE, TEXAS, NA By: ______________________________________ H. Gale Smith Vice President $00,000,000 CIBC INC. By: ______________________________________ Chris Kleczkowski Director, XXXX Xxxx Xxxxx Securities Corp., AS AGENT $15,000,000 CORESTATES BANK, N.A. By: ______________________________________ Geoffrey Smith Commercial Oxxxxxx $00,000,000 TORONTO DOMINION (TEXAS), INC. By: Name: Title: ============ $150,000,000 TOTAL COMMITMENTS

Amendment and Restatement. The BorrowersOn the Closing Date, the Agent this Agreement shall amend and the Lenders hereby agree that upon the effectiveness of this Agreement, the terms and provisions of restate the Existing Credit Agreement shall be and hereby are amended and restated in their entirety by the terms and conditions of this Agreement and the terms and provisions of the Existing Agreementits entirety, except as otherwise provided hereinin this SECTION 5.01(f). On the Closing Date, (i) all outstanding Revolving Credit Loans under the Existing Credit Agreement (the "EXISTING REVOLVING CREDIT LOANS") made by any Existing Lender who is not a Lender hereunder shall be repaid in full and the commitments and other obligations and rights (except as expressly set forth in the Existing Credit Agreement) of such Existing Lender shall be terminated, (b) all Existing Revolving Credit Loans not being repaid under item (a) above, shall be superseded by this Agreement. Notwithstanding be, from and after the amendment Closing Date, Revolving Credit Loans hereunder and restatement the Administrative Agent shall make such transfers of funds as are necessary in order that the outstanding balance of such Revolving Credit Loans, together with any Revolving Credit Loans funded hereunder on the Closing Date, reflect the Revolving Credit Commitments of the Lenders hereunder, (c) all outstanding Letters of Credit under the Existing Credit Agreement by this Agreement(collectively, the Borrowers "EXISTING LETTERS OF CREDIT") shall continue to be liable be, from and after the Closing Date, Letters of Credit hereunder, (d) all accrued but unpaid interest due on the Existing Revolving Credit Loans to the Closing Date shall be paid in cash in full on the Closing Date, (e) all accrued but unpaid fees under the Existing Credit Agreement owing to the Administrative Agent and the Existing Lender with respect to (and to the extent of) agreements on the part of the Borrowers Lenders under the Existing Credit Agreement to indemnify and hold harmless the Agent and the Existing Lender from and against all claims, demands, liabilities, damages, losses, costs, charges and expenses to which the Agent and the Existing Lender may be subject arising in connection with the Existing Agreement. This Agreement is given as a substitution of, and not as a payment of, the obligations of Borrowers under the Existing Agreement and is not intended to constitute a novation of the Existing Agreement. Except as otherwise selected by the Borrowers by delivery of a Borrowing Notice or Interest Rate Selection Notice prior to the Closing Date shall be paid in accordance with the terms hereof, upon the effectiveness of this Agreement all amounts outstanding and owing by Borrowers under the Existing Agreement as of cash in full on the Closing Date, as determined and (f) all outstanding promissory notes issued by the Lenders, shall constitute Base Rate Loans hereunder if such outstanding amounts were Base Rate Loans Borrower to the Existing Lenders under the Existing Agreement, Credit Agreement shall be deemed canceled and the originally executed copies thereof shall constitute Eurodollar Rate Loans hereunder if such outstanding amounts were Eurodollar Rate Loans under the Existing Agreement. Except as otherwise provided for by the Borrowers by delivery be promptly returned to the Administrative Agent of an Application and Agreement for Letters of Credit prior who shall forward such notes to the Closing Date in accordance with the terms hereof, upon the effectiveness of this Agreement, all Letters of Credit issued for the account of the Borrowers under the Existing Agreement as of the Closing Date shall constitute Letters of Credit hereunderBorrower.

Amendment and Restatement. The BorrowersBorrower, the Agent Banks and the Lenders hereby Administrative Agent agree that that, upon (i) the effectiveness execution and delivery of this AgreementAgreement by each of the parties hereto and (ii) satisfaction (or waiver by the aforementioned parties) of the conditions precedent set forth in Sections 6.1 and 6.2, the terms and provisions of the Existing Credit Agreement shall be and hereby are amended amended, superseded and restated in their entirety by the terms and conditions provisions of this Agreement and the terms and provisions of the Existing Agreement, except as otherwise provided herein, shall be superseded by this Agreement. Notwithstanding the amendment and restatement of the Existing Agreement by this Agreement, the Borrowers shall continue to be liable to the Agent and the Existing Lender with respect to (and to the extent of) agreements on the part of the Borrowers under the Existing Agreement to indemnify and hold harmless the Agent and the Existing Lender from and against all claims, demands, liabilities, damages, losses, costs, charges and expenses to which the Agent and the Existing Lender may be subject arising in connection with the Existing Agreement. This Agreement is given as not intended to and shall not constitute a substitution ofnovation, payment and not as a payment of, reborrowing or termination of the obligations of Borrowers Obligations under the Existing Credit Agreement and is not intended to constitute a novation of the Existing Agreement. Except other Credit Documents as otherwise selected by the Borrowers by delivery of a Borrowing Notice or Interest Rate Selection Notice in effect prior to the Closing Date in accordance with date hereof or the terms Indebtedness created thereunder. The commitment of each Bank that is a party to the Existing Credit Agreement shall, on the date hereof, automatically be deemed amended and the only commitments shall be those hereunder. Without limiting the foregoing, upon the effectiveness of hereof: (a) all references in the “Credit Documents” (as defined in the Existing Credit Agreement) to the “Credit Agreement” and the “Credit Documents” shall be deemed to refer to this Agreement and the Credit Documents, (b) all amounts outstanding and owing by Borrowers obligations constituting “Obligations” under the Existing Credit Agreement with any Bank or any Affiliate of any Bank which are outstanding on the date hereof shall continue as Obligations under this Agreement and the other Credit Documents and (c) the Administrative Agent shall make such reallocations, sales, assignments or other relevant actions in respect of the Closing Date, as determined by the Lenders, shall constitute Base Rate Loans hereunder if such outstanding amounts were Base Rate Loans each Bank’s credit and loan exposure under the Existing AgreementCredit Agreement as are necessary in order that Obligations in respect of Loans, Letters of Credit, interest and fees due and payable to a Bank hereunder reflect such Bank’s Commitments on the date hereof, and shall constitute Eurodollar Rate Loans hereunder if the Borrower hereby agrees to compensate each Bank for any and all losses, costs and expenses incurred by such outstanding amounts were Eurodollar Rate Loans under the Existing Agreement. Except as otherwise provided for by the Borrowers by delivery to the Agent of an Application and Agreement for Letters of Credit prior to the Closing Date Bank in accordance connection with the sale and assignment of any Eurodollar Loan on the terms and in the manner set forth in Section 2.11 hereof, upon the effectiveness of this Agreement, all Letters of Credit issued for the account of the Borrowers under the Existing Agreement as of the Closing Date shall constitute Letters of Credit hereunder.

Amendment and Restatement. The BorrowersOn the Restatement Effective Date, the Agent and the Lenders hereby agree that upon the effectiveness of this Agreement, the terms and provisions of the Existing Credit Agreement shall be and hereby are amended and restated in their its entirety by this Agreement, and the Existing Credit Agreement shall thereafter be of no further force and effect, except to evidence (i) the incurrence by the Borrower of the obligations under the Existing Credit Agreement (whether or not such obligations are contingent as of the Restatement Effective Date), (ii) the representations and warranties made by the Borrower prior to the Restatement Effective Date and (iii) any action or omission performed or required to be performed pursuant to such Existing Credit Agreement prior to the Restatement Effective Date (including any failure, prior to the Restatement Effective Date, to comply with the covenants contained in such Existing Credit Agreement). The amendments and restatements set forth herein shall not cure any breach thereof or any “Default” or “Event of Default” under and as defined in the Existing Credit Agreement prior to the Restatement Effective Date. It is the intention of each of the parties hereto that the Existing Credit Agreement be amended and restated hereunder so as to preserve the perfection and priority of all Liens securing the Secured Obligations under the Loan Documents and that all Secured Obligations of the Borrower and the Subsidiary Guarantors hereunder shall continue to be secured by Liens evidenced under the Security Documents, and that this Agreement does not constitute a novation or termination of the Indebtedness and obligations existing under the Existing Credit Agreement. The terms and conditions of this Agreement and the terms Administrative Agent’s and provisions the Lenders’ rights and remedies under this Agreement and the other Loan Documents shall 178 apply to all of the obligations incurred under the Existing Credit Agreement. This amendment and restatement is limited as written and is not a consent to any other amendment, except as otherwise provided hereinrestatement or waiver, whether or not similar and, unless specifically amended hereby or by any other Loan Document, each of the Loan Documents shall continue in full force and effect and, from and after the Restatement Effective Date, all references to the “Credit Agreement” contained therein shall be superseded by deemed to refer to this Agreement. Notwithstanding the amendment 179 ANNEX B See attached. Schedule 1.01(a) Approved Dealers and restatement Approved Pricing Services APPROVED DEALERS Antares Capital Ares Management BNP Paribas SA Bank of the Existing Agreement by this AgreementAmerica Xxxxxxx Xxxxx Barclays Bank PLC BMO Capital Markets Bank of NY Mellon (BNYM Capital Markets) BTIG LLC Cantor Xxxxxxxxxx & Co. Citigroup Global Markets Inc. Citicorp Securities Services, the Borrowers shall continue to be liable to the Agent and the Existing Lender with respect to Inc. Credit Agricole Credit Suisse Securities (and to the extent ofUSA) agreements on the part of the Borrowers under the Existing Agreement to indemnify and hold harmless the Agent and the Existing Lender from and against all claimsLLC Daiwa Capital Markets America Inc. Deutsche Bank Securities Inc. FBR Capital Markets & Co. Fidelity Brokerage Services LLC Fifth Third Bank Xxxxxxx, demandsSachs & Co. Xxxxx Capital Guggenheim Securities LLC HSBC Securities (USA) Inc. Imperial Capital LLC ING Financial Markets LLC Xxxxxxxxx & Company, liabilitiesInc. X.X. Xxxxxx Securities Inc. Lazard Ltd. Macquarie Capital USA Inc. Mitsubishi UFJ Securities USA Inc. Mizuho Securities USA Inc. Xxxxxx Xxxxxxx & Co. Incorporated Xxxxxx Xxxxxxx Xxxxx Xxxxxx Xxxxxx Securities International, damagesInc. RBC Capital Markets RBS Securities Inc. XX Xxxxx Scotia Bank Societe General SunTrust Banks UBS Financial Services Inc. UBS Securities LLC Xxxxx Fargo Advisors, lossesLLC Xxxxx Fargo Securities, costsLLC Xxxxx Fargo Investments, charges and expenses to which the Agent and the Existing Lender may be subject arising in connection LLC APPROVED PRICING SERVICES Bloomberg ICE Data Services Interactive Data Corporation International Data Corporation Reuters Loan Pricing Corporation Markit Group Limited Schedule 1.01(b) Commitments On file with the Existing AgreementAdministrative Agent. This Agreement is given as a substitution of, and not as a payment of, the obligations of Borrowers under the Existing Agreement and is not intended to constitute a novation of the Existing Agreement. Except as otherwise selected by the Borrowers by delivery of a Borrowing Notice or Interest Rate Selection Notice prior to the Closing Date in accordance with the terms hereof, upon the effectiveness of this Agreement all amounts outstanding and owing by Borrowers under the Existing Agreement as of the Closing Date, as determined by the Lenders, shall constitute Base Rate Loans hereunder if such outstanding amounts were Base Rate Loans under the Existing Agreement, and shall constitute Eurodollar Rate Loans hereunder if such outstanding amounts were Eurodollar Rate Loans under the Existing Agreement. Except as otherwise provided for by the Borrowers by delivery to the Agent of an Application and Agreement for Letters of Credit prior to the Closing Date in accordance with the terms hereof, upon the effectiveness of this Agreement, all Letters of Credit issued for the account of the Borrowers under the Existing Agreement as of the Closing Date shall constitute Letters of Credit hereunder.Schedule 1.01(c) [Intentionally Omitted] Schedule 1.01(d) Eligibility Criteria

Amendment and Restatement. The BorrowersBorrower, the Agent Agents and the Lenders hereby agree that upon the effectiveness of this Agreement, the terms and provisions of the Existing Amended Credit Agreement shall be and hereby are amended and restated in their entirety by the terms and conditions of this Agreement and the terms and provisions of the Existing Amended Credit Agreement, except as otherwise provided hereinin the next paragraph, shall be superseded by this Agreement. Notwithstanding the amendment and restatement of the Existing Amended Credit Agreement by this Agreement, the Borrowers Borrower shall continue to be liable to the Agent Original Agent, the Agents and the Existing Lender Prior Lenders with respect to (and to the extent of) agreements on the part of the Borrowers Borrower under the Existing Amended Credit Agreement and the Original Agreement to indemnify and hold harmless the Agent Original Agent, the Agents and the Existing Lender Prior Lenders from and against all claims, demands, liabilities, damages, losses, costs, charges and expenses to which the Agent Original Agent, the Agents and the Existing Lender Prior Lenders may be subject arising in connection with the Existing Amended Credit Agreement or the Original Agreement. All security interests heretofore created in favor of the Collateral Agent for the benefit of the Original Lenders and the Prior Lenders shall continue in full force and effect and shall continue to secure payment of all of the Obligations. This Agreement is given as a substitution of, and not as a payment of, the obligations of Borrowers Borrower under the Existing Amended Credit Agreement or the Original Credit Agreement and is not intended to constitute a novation of the Existing Amended Credit Agreement or the Original Credit Agreement. Except as otherwise selected by the Borrowers Borrower by delivery of a Borrowing Notice or Interest Rate Selection Notice prior to the Closing Date in accordance with the terms hereof, upon the effectiveness of this Agreement all amounts outstanding and owing by Borrowers Borrower under the Existing Amended Credit Agreement as of the Closing Date, as determined by the Lenders, shall constitute Base Rate Loans Advances hereunder if such outstanding amounts were accruing interest with respect to the Base Rate Loans under the Existing Amended Credit Agreement, and shall constitute at the Base Rate hereunder. The parties hereto agree that the Interest Periods for all Eurodollar Rate Loans hereunder if such outstanding amounts were Eurodollar Rate Loans under the Existing Agreement. Except as otherwise provided for by the Borrowers by delivery to the Agent of an Application and Amended Credit Agreement for Letters of Credit prior to the Closing Date in accordance with the terms hereof, upon the effectiveness of this Agreement, all Letters of Credit issued for the account of the Borrowers under the Existing Agreement as of on the Closing Date shall constitute Letters be terminated and the Borrower shall furnish to the Administrative Agent Interest Rate Selection Notices for existing Loans and Borrowing Notices for additional Loans as may be required in connection with the allocation of Credit hereunderLoans among Lenders in accordance with their Applicable Commitment Percentages.

Amendment and Restatement. The BorrowersOn the Effective Date, the Agent (i) this Agreement shall amend and the Lenders hereby agree that upon the effectiveness of this Agreement, the terms and provisions of restate the Existing Credit Agreement in its entirety but, for the avoidance of doubt, this Agreement shall be and hereby are amended and restated in their entirety by the terms and conditions of this Agreement and the terms and provisions of the Existing Agreement, except as otherwise provided herein, shall be superseded by this Agreement. Notwithstanding the amendment and restatement of the Existing Agreement by this Agreement, the Borrowers shall continue to be liable to the Agent and the Existing Lender with respect to (and to the extent of) agreements on the part of the Borrowers under the Existing Agreement to indemnify and hold harmless the Agent and the Existing Lender from and against all claims, demands, liabilities, damages, losses, costs, charges and expenses to which the Agent and the Existing Lender may be subject arising in connection with the Existing Agreement. This Agreement is given as a substitution of, and not as a payment of, the obligations of Borrowers under the Existing Agreement and is not intended to constitute a novation of the Existing Agreement. Except parties’ rights and obligations thereunder, and (ii) the Liens and security interests as otherwise selected by the Borrowers by delivery of a Borrowing Notice or Interest Rate Selection Notice prior to the Closing Date in accordance with the terms hereof, upon the effectiveness of this Agreement all amounts outstanding and owing by Borrowers granted under the Existing Credit Agreement or any Loan Document (as defined in the Existing Credit Agreement) securing payment of indebtedness, liabilities and obligations thereunder are in all respects continuing and in full force and effect. The parties hereto agree and acknowledge that (A) the Revolving Credit Facility set forth in Section 2.1(b) is a continuation of the “Revolving Credit Facility” under and as defined in the Existing Credit Agreement, (B) the Revolving Euro Tranche Facility set forth in Section 2.1(c) is a continuation of the “Revolving Euro Tranche Facility” under and as defined in the Existing Credit Agreement, (C) the Revolving Yen Tranche Facility set forth in Section 2.1(d) is a continuation of the “Revolving Yen Tranche Facility” under and as defined in the Existing Credit Agreement, (D) the proceeds of the Term A Facility set forth in subsection 2.1(a), together with Revolving Credit Loans, will be used on the Initial Funding Date to repay in full amounts outstanding under the “Term A Facility” under and as defined in the Existing Credit Agreement and such existing term facility shall terminate simultaneously with such repayment of amounts owing with respect thereto, and (E) the Revolving Credit Commitments, the Revolving Euro Tranche Commitments, Revolving Yen Tranche Commitments and the Term A Loan Commitments of each of the Lenders as of the Closing DateInitial Funding Date shall be as set forth in Schedule 2.1. Notwithstanding the foregoing, as determined by to the Lendersextent the Effective Date is not a Business Day, shall constitute Base Rate Loans hereunder if such outstanding amounts were Base Rate Loans (x) the commitments under the Existing Agreement, Credit Agreement shall not be re-allocated until the Initial Funding Date and shall constitute Eurodollar Rate Loans hereunder if such (y) interest rates applicable with respect to the loans outstanding amounts were Eurodollar Rate Loans under the Existing Agreement. Except “Term A Facility” under and as otherwise provided for by the Borrowers by delivery to the Agent of an Application and Agreement for Letters of Credit prior to the Closing Date defined in accordance with the terms hereof, upon the effectiveness of this Agreement, all Letters of Credit issued for the account of the Borrowers under the Existing Credit Agreement as of shall continue to apply on the Closing Effective Date shall constitute Letters of Credit hereunder.until such loans are paid in full on the Initial Funding Date. 202

Amendment and Restatement. The Borrowers(a) THIS SECOND AMENDED AND RESTATED CREDIT AGREEMENT REPLACES THE EXISTING CREDIT AGREEMENT. THIS SECOND AMENDED AND RESTATED CREDIT AGREEMENT IS NOT INTENDED TO CONSTITUTE, AND DOES NOT CONSTITUTE, A NOVATION OR SATISFACTION OF THE OBLIGATIONS REPRESENTED BY THE EXISTING CREDIT AGREEMENT. (b) Simultaneously with the effectiveness of this Agreement on the Closing Date, the Agent parties hereby agree that, notwithstanding the provisions regarding assignments set forth in Section 11.8 hereof and Section 11.8 of the Existing Credit Agreement, the Commitments and Ratable Shares shall be as set forth in Schedule 1.1(B), and the portion of the outstanding Loans and participations with respect to Letters of Credit and Swing Loans outstanding under the Existing Credit Agreement shall be reallocated in accordance with such Ratable Shares and the requisite assignments shall be deemed to be made in such amounts by and between the Lenders and from each Lender to each other Lender, with the same force and effect as if such assignments were evidenced by applicable Assignment and Assumption Agreements (as defined in the Existing Credit Agreement) under the Existing Credit Agreement. Notwithstanding anything to the contrary in Section 11.8 of the Existing Credit Agreement or Section 11.8 of this Agreement, no other documents or instruments, including any Assignment and Assumption Agreements, shall be executed in connection with these assignments (all of which requirements are hereby agree that upon waived), and such assignments shall be deemed to be made with all applicable representations, warranties and covenants as if evidenced by an Assignment and Assumption Agreement. On the Closing Date and substantially concurrently with the effectiveness of this Agreement, to the terms extent necessary, the Lenders shall make full cash settlement with each other either directly or through the Administrative Agent, as the Administrative Agent may direct or approve, with respect to all such assignments and provisions of reallocations such that after giving effect to such settlements each Lender’s Ratable Shares with respect to the Existing Agreement Commitments shall be as set forth on Schedule 1.1(B) of this Agreement, and hereby are amended the outstanding Loans and restated in their entirety participations with respect to Letters of Credit and Swing Loans shall be held by the terms and conditions of this Agreement and the terms and provisions of the Existing Agreement, except as otherwise provided herein, shall be superseded by this AgreementLenders in accordance with such Ratable Shares. (c) Notwithstanding the amendment and restatement of the Existing Agreement by anything in this Agreement, the Borrowers terms of the Existing Credit Agreement applicable to existing Loans at the LIBOR Rate Option (as defined in the Existing Credit Agreement) (the “Existing LIBOR Rate Loans”) shall continue in full force and effect and shall continue to be liable apply to the Agent and each Existing LIBOR Rate Loan with an Interest Period (as defined in the Existing Lender with respect to (and to the extent ofCredit Agreement) agreements on the part of the Borrowers under the Existing Agreement to indemnify and hold harmless the Agent and the Existing Lender from and against all claims, demands, liabilities, damages, losses, costs, charges and expenses to which the Agent and the Existing Lender may be subject arising in connection with the Existing Agreement. This Agreement is given as a substitution of, and not as a payment of, the obligations of Borrowers under the Existing Agreement and is not intended to constitute a novation of the Existing Agreement. Except as otherwise selected by the Borrowers by delivery of a Borrowing Notice or Interest Rate Selection Notice that commenced prior to the Closing Date in accordance with solely until the terms hereof, upon expiration of the effectiveness of this Agreement all amounts outstanding then current Interest Period for such Existing LIBOR Rate Loan; provided that from and owing by Borrowers under the Existing Agreement as of after the Closing Date, as determined by (i) the Lenders, Borrower shall constitute Base Rate Loans hereunder if such outstanding amounts were Base Rate Loans under the Existing Agreementnot be permitted to request any Lender to fund, and no Lender shall constitute Eurodollar fund, any Loan at the LIBOR Rate Loans hereunder if such outstanding amounts were Eurodollar Option and (ii) no Loan may be continued as, or converted to, a Loan at the LIBOR Rate Loans under the Existing AgreementOption. Except as otherwise provided for by the Borrowers by delivery to the Agent of an Application and Agreement for Letters of Credit prior to the Closing Date in accordance with the terms hereof, upon the effectiveness of this Agreement, all Letters of Credit issued for the account of the Borrowers under the Existing Agreement as of the Closing Date shall constitute Letters of Credit hereunder.11.16

Amendment and Restatement. The Borrowers, the Agent Borrowers and the Lenders Lender hereby agree that upon the effectiveness of this Agreement, the terms and provisions of the Existing Credit Agreement which govern or evidence the Obligations, the rights and interests of Loan Parties and Lender and any terms, conditions or matters related to any thereof, shall be and hereby are amended and restated in their entirety by the terms and conditions provisions of this Agreement and the terms and provisions conditions of the Existing Agreement, except as otherwise provided herein, Credit Agreement shall be superseded by this Agreement, except as expressly provided herein. Notwithstanding the amendment and restatement of Existing Credit Agreement and certain of the related “Loan Documents” as defined in the Existing Credit Agreement (the “Prior Loan Documents”) by this Agreement, the Borrowers shall continue to be liable to the Agent Agreement and the Existing Lender with respect to (other Loan Documents as herein defined, all of the indebtedness, liabilities and to the extent of) agreements on the part of obligations owing by the Borrowers under the Existing Credit Agreement to indemnify shall continue as Obligations hereunder and hold harmless shall be and remain secured by the Collateral Documents for the benefit of the Collateral Agent and on behalf of the Existing Lender from and against all claims, demands, liabilities, damages, losses, costs, charges and expenses to which the Agent and the Existing Lender may be subject arising in connection with the Existing AgreementLender. This Agreement is given as a substitution of, and not as a payment of, the indebtedness, liabilities and obligations of Borrowers under the Existing Credit Agreement and is not intended to constitute a novation thereof or of any of the Existing Agreementother Prior Loan Documents. Except as otherwise selected by the Borrowers by delivery of a Borrowing Notice or Interest Rate Selection Notice prior to the Closing Date in accordance with the terms hereof, upon the effectiveness of this Agreement all amounts outstanding and owing by Borrowers under the Existing Agreement as of the Closing Date, as determined by the Lenders, shall constitute Base Rate Loans hereunder if such outstanding amounts were Base Rate Loans under the Existing Agreement, and shall constitute Eurodollar Rate Loans hereunder if such outstanding amounts were Eurodollar Rate Loans under the Existing Agreement. Except as otherwise provided for by the Borrowers by delivery to the Agent of an Application and Agreement for Letters of Credit prior to the Closing Date in accordance with the terms hereof, upon Upon the effectiveness of this Agreement, all Loans owing by the Borrowers and Letters of Credit issued for the account of the Borrowers outstanding under the Existing Credit Agreement shall continue as of the Closing Date shall constitute Revolving Loans and Letters of Credit hereunder, in each case accruing interest, as of the date hereof, at the rates set forth herein. The parties hereto acknowledge and agree that for administrative convenience and for the express purpose of maintaining the creation and perfection of any Liens granted by the Loan Parties for the benefit of the lenders under the Existing Credit Agreement in and to any Collateral, Xxxxx Fargo shall continue to serve as the Collateral Agent under this Agreement and the Collateral Documents with all the rights and privileges bestowed upon Xxxxx Fargo in such capacity pursuant to the Existing Credit Agreement and the Collateral Documents defined therein. The Loan Parties hereby further acknowledge, confirm and agree that the Collateral Agent shall continue to have a Lien on the Collateral to secure the Obligations to the fullest extent possible under the Existing Credit Agreement and the Collateral Documents (as therein defined) notwithstanding the amendment and restatement of the terms of the Existing Credit Agreement pursuant to this Agreement. The Liens in the Collateral shall be deemed to be continuously granted and perfected from the earliest possible date of the granting and perfection of such Liens, whether under the Existing Credit agreement, the Collateral Documents (as therein defined), this Agreement, the Collateral Documents, or otherwise.

Amendment and Restatement. The BorrowersIt is the intention of the parties hereto that this Agreement supersedes and replaces the Existing Credit Agreement in its entirety; provided, that, (a) such amendment and restatement shall operate to renew, amend, modify, extend and assign all of the Agent rights, duties, liabilities and obligations of the Borrower under the Existing Credit Agreement and under the Existing Loan Documents, which rights, duties, liabilities and obligations are hereby renewed, amended, modified and extended, and shall not act as a novation thereof, and (b) the Liens securing the Indebtedness under and as defined in the Existing Credit Agreement and the Lenders hereby rights, duties, liabilities and obligations of the Borrower and the Guarantors under the Existing Credit Agreement and the Existing Loan Documents to which they are a party shall not be extinguished but shall be carried forward and shall secure such obligations and liabilities as amended, renewed, extended and restated hereby. The parties hereto ratify and confirm each of the Existing Loan Documents entered into prior to the Effective Date (but excluding the Existing Credit Agreement) and agree that upon such Existing Loan Documents continue to be legal, valid, binding and enforceable in accordance with their terms (except to the effectiveness extent amended, restated and superseded in connection with the transactions contemplated hereby), however, for all matters arising prior to the Effective Date (including the accrual and payment of this Agreementinterest and fees, and matters relating to indemnification and compliance with financial covenants), the terms and provisions of the Existing Credit Agreement (as unmodified by this Agreement) shall control and are hereby ratified and confirmed. The General Partner and the Borrower, jointly and severally, represent and warrant that, as of the Effective Date, there are no claims or offsets against, or defenses or counterclaims to, their obligations (or the obligations of any Guarantor) under the Existing Credit Agreement or any of the other Existing Loan Documents. [SIGNATURES BEGIN NEXT PAGE] The parties hereto have caused this Agreement to be duly executed as of the day and year first above written. BORROWER: ATLAS RESOURCE PARTNERS, L.P. By: Atlas Resource Partners GP, LLC, its general partner By: /s/ Xxxx XxXxxxx Name: Xxxx XxXxxxx Title: Chief Financial Officer ATLAS RESOURCE PARTNERS, L.P.] XXXXX FARGO BANK, NATIONAL ASSOCIATION, as a Lender, as Administrative Agent and an Issuing Bank By: /s/ Xxxxx X. Xxxxx Xxxxx X. Xxxxx Managing Director ATLAS RESOURCE PARTNERS, L.P.] DEUTSCHE BANK AG NEW YORK BRANCH, as a Lender By: Name: Title: By: Name: Title: ATLAS RESOURCE PARTNERS, L.P.] CITIBANK, N.A., as a Lender and an Issuing Bank By: Name: Title: ATLAS RESOURCE PARTNERS, L.P.] BANK OF AMERICA, N.A., as a Lender By: Name: Title: ATLAS RESOURCE PARTNERS, L.P.] JPMORGAN CHASE BANK, N.A., as a Lender and an Issuing Bank By: Name: Title: ATLAS RESOURCE PARTNERS, L.P.] COMERICA BANK, as a Lender By: Name: Title: ATLAS RESOURCE PARTNERS, L.P.] ABN AMRO CAPITAL USA LLC, as a Lender By: Name: Title: By: Name: Title: ATLAS RESOURCE PARTNERS, L.P.] NATIXIS, as a Lender By: Name: Title: By: Name: Title: ATLAS RESOURCE PARTNERS, L.P.] SUNTRUST BANK, as a Lender By: Name: Title: ATLAS RESOURCE PARTNERS, L.P.] ROYAL BANK OF CANADA, as a Lender By: Name: Title: ATLAS RESOURCE PARTNERS, L.P.] COMPASS BANK, as a Lender By: Name: Title: ATLAS RESOURCE PARTNERS, L.P.] CANADIAN IMPERIAL BANK OF COMMERCE, NEW YORK AGENCY, as a Lender By: Name: Title: CANADIAN IMPERIAL BANK OF COMMERCE, NEW YORK AGENCY, as a Lender By: Name: Title: ATLAS RESOURCE PARTNERS, L.P.] ING CAPITAL, LLC, as a Lender By: Name: Title: ATLAS RESOURCE PARTNERS, L.P.] SOVEREIGN BANK, N.A., as a Lender By: Name: Title: ATLAS RESOURCE PARTNERS, L.P.] CADENCE BANK, N.A., as a Lender By: Name: Title: ATLAS RESOURCE PARTNERS, L.P.] HUNTINGTON BANK, as a Lender By: Name: Title: ATLAS RESOURCE PARTNERS, L.P.] CAPITAL ONE, NATIONAL ASSOCIATION, as a Lender By: Name: Title: ATLAS RESOURCE PARTNERS, L.P.] BRANCH BANKING AND TRUST COMPANY, as a Lender By: Name: Title: ATLAS RESOURCE PARTNERS, L.P.] THE BANK OF NOVA SCOTIA, as a Lender By: Name: Title: ATLAS RESOURCE PARTNERS, L.P.] WHITNEY BANK, as a Lender By: Name: Title: ATLAS RESOURCE PARTNERS, L.P.] PNC BANK, NATIONAL ASSOCIATION, as a Lender By: Name: Title: ATLAS RESOURCE PARTNERS, L.P.] BARCLAYS BANK PLC, as a Lender By: Name: Title: ATLAS RESOURCE PARTNERS, L.P.] ONEWEST BANK, FSB, as a Lender By: Name: Title: ATLAS RESOURCE PARTNERS, L.P.] ANNEX I LIST OF MAXIMUM CREDIT AMOUNTS Name of Lender Applicable Percentage Maximum Credit Amount Xxxxx Fargo Bank, National Association 11.97604790 % $ 179,640,718.56 Deutsche Bank AG New York Branch 6.58682635 % $ 98,802,395.21 Citibank, N.A. 6.00000000 % $ 98,802,395.21 Bank of America, N.A. 6.58682635 % $ 98,802,395.21 JPMorgan Chase Bank, N.A. 6.00000000 % $ 98,802,395.21 Comerica Bank 4.00000000 % $ 70,059,880.23 ABN Amro Capital USA LLC 4.67065868 % $ 70,059,880.23 Natixis 4.67065868 % $ 70,059,880.23 SunTrust Bank 4.00000000 % $ 70,059,880.23 Royal Bank of Canada 4.00000000 % $ 70,059,880.23 Compass Bank 4.00000000 % $ 70,059,880.23 Canadian Imperial Bank of Commerce, New York Agency 4.00000000 % $ 70,059,880.23 ING Capital LLC 4.67065868 % $ 70,059,880.23 Sovereign Bank, N.A. 3.00000000 % $ 52,095,808.39 Cadence Bank, N.A. 2.00000000 % $ 38,622,754.50 Huntington Bank 2.00000000 % $ 38,622,754.50 Capital One, National Association 2.57485030 % $ 38,622,754.50 Branch Banking and Trust Company 2.57485030 % $ 38,622,754.50 The Bank of Nova Scotia 2.00000000 % $ 38,622,754.50 Whitney Bank 2.00000000 % $ 38,622,754.50 Annex I Name of Lender Applicable Percentage Maximum Credit Amount PNC Bank, National Association 1.79640719 % $ 26,946,107.79 Barclays Bank PLC 1.00000000 % $ 26,946,107.79 OneWest Bank, FSB 1.00000000 % $ 26,946,107.79 Total 100 % $ 1,500,000,000.00 Annex I ANNEX II EXISTING LETTERS OF CREDIT Beneficiary Issuing Bank Amount Issue Date Paramount Group Inc. Xxxxx Fargo $ 376,845.00 April 26, 2012 Commonwealth of Pennsylvania Xxxxx Fargo $ 35,000.00 July 31, 2012 WIN Energy REMC Xxxxx Fargo $ 150,000.00 December 31, 2012 Xxxxxx Max Field JPMorgan $ 30,000.00 October 20, 0000 Xxxxxxx Xxxx and Xxxxxxx Xxxxxx JPMorgan $ 30,000.00 October 20, 2010 Annex II EXHIBIT A FORM OF NOTE $[ ] [ ], 201[ ] FOR VALUE RECEIVED, Atlas Resource Partners, L.P., a Delaware limited partnership (the “Borrower”), hereby promises to pay to the order of [ ] (the “Lender”), at the office of Xxxxx Fargo Bank, National Association (the “Administrative Agent”), at 0000 Xxxx Xxxxxx, Suite 4500, T9216-451, Dallas, Texas 75202, Attention: Xxxxx X. Xxxxx, the principal sum of [ ] Dollars ($[ ]) (or such lesser amount as shall equal the aggregate unpaid principal amount of the Loans made by the Lender to the Borrower under the Credit Agreement (as hereinafter defined)), in lawful money of the United States of America and in immediately available funds, on the dates and in the principal amounts provided in the Credit Agreement, and to pay interest on the unpaid principal amount of each such Loan, at such office, in like money and funds, for the period commencing on the date of such Loan until such Loan shall be paid in full, at the rates per annum and hereby are amended on the dates provided in the Credit Agreement. The date, amount, Type, interest rate and, if applicable, Interest Period of each Loan made by the Lender to the Borrower, and each payment made on account of the principal thereof, shall be recorded by the Lender on its books and, prior to any transfer of this Note, may be endorsed by the Lender on the schedules attached hereto or any continuation thereof or on any separate record maintained by the Lender. Failure to make any such notation or to attach a schedule shall not affect the Lender’s or the Borrower’s rights or obligations in respect of such Loans or affect the validity of such transfer by the Lender of this Note. This Note is one of the Notes referred to in the Second Amended and Restated Credit Agreement, dated as of July 31, 2013, among the Borrower, the Administrative Agent, and the other lenders from time to time party thereto (including the Lender), and evidences Loans made by the Lender thereunder (such Credit Agreement as the same may be amended, supplemented, restated or otherwise modified from time to time, the “Credit Agreement”). Unless otherwise defined herein, capitalized terms used in their entirety by this Note have the respective meanings assigned to them in the Credit Agreement. This Note is issued pursuant to the Credit Agreement and is entitled to the benefits provided for in the Credit Agreement and the other Loan Documents. The Credit Agreement provides for the acceleration of the maturity of this Note upon the occurrence of certain events, for prepayments of Loans upon the terms and conditions specified therein and other provisions relevant to this Note. THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. ATLAS RESOURCE PARTNERS, L.P. By: Atlas Resource Partners GP, LLC, its general partner By: Name: Title: EXHIBIT B FORM OF BORROWING REQUEST [ ], 201[ ] Atlas Resource Partners, L.P., a Delaware limited partnership (the “Borrower”), pursuant to Section 2.03 of this the Second Amended and Restated Credit Agreement dated as of July 31, 2013 (together with all amendments, restatements, supplements or other modifications thereto, the “Credit Agreement”), among the Borrower, Xxxxx Fargo Bank, National Association, as Administrative Agent, and the terms and provisions of other lenders (the Existing Agreement, except as “Lenders”) from time to time party thereto (unless otherwise provided defined herein, shall be superseded by this each capitalized term used herein is defined in the Credit Agreement. Notwithstanding the amendment and restatement of the Existing Agreement by this Agreement), the Borrowers shall continue to be liable to the Agent and the Existing Lender with respect to (and to the extent of) agreements on the part of the Borrowers under the Existing Agreement to indemnify and hold harmless the Agent and the Existing Lender from and against all claims, demands, liabilities, damages, losses, costs, charges and expenses to which the Agent and the Existing Lender may be subject arising in connection with the Existing Agreement. This Agreement is given as a substitution of, and not as a payment of, the obligations of Borrowers under the Existing Agreement and is not intended to constitute a novation of the Existing Agreement. Except as otherwise selected by the Borrowers by delivery of hereby requests a Borrowing Notice or Interest Rate Selection Notice prior to the Closing Date in accordance with the terms hereof, upon the effectiveness of this Agreement all amounts outstanding and owing by Borrowers under the Existing Agreement as of the Closing Date, as determined by the Lenders, shall constitute Base Rate Loans hereunder if such outstanding amounts were Base Rate Loans under the Existing Agreement, and shall constitute Eurodollar Rate Loans hereunder if such outstanding amounts were Eurodollar Rate Loans under the Existing Agreement. Except as otherwise provided for by the Borrowers by delivery to the Agent of an Application and Agreement for Letters of Credit prior to the Closing Date in accordance with the terms hereof, upon the effectiveness of this Agreement, all Letters of Credit issued for the account of the Borrowers under the Existing Agreement as of the Closing Date shall constitute Letters of Credit hereunder.follows:

Amendment and Restatement. The Borrowers, This Agreement shall become effective on the Agent Restatement Effective Date and the Lenders hereby agree that upon the effectiveness of this Agreement, the terms and shall supersede all provisions of the Existing Receivables Purchase Agreement shall be and hereby are amended and restated in their entirety by the terms and conditions as of this Agreement and the terms and provisions of the Existing Agreement, except as otherwise provided herein, shall be superseded by this Agreement. Notwithstanding the amendment and restatement of the Existing Agreement by this Agreement, the Borrowers shall continue to be liable to the Agent such date and the Existing Lender with respect Receivables Purchase Agreement shall thereafter be of no further force and effect, except to evidence (and to i) the extent of) agreements on the part incurrence by each of the Borrowers Seller and the Servicer of the obligations under the Existing Receivables Purchase Agreement to indemnify (whether or not such obligations are contingent as of the Restatement Effective Date), (ii) the representations and hold harmless warranties made by each of the Agent Seller and the Servicer prior to the Restatement Effective Date and (iii) any action or omission performed or required to be performed pursuant to such Existing Lender from Receivables Purchase Agreement prior to the Restatement Effective Date. From and against after the Restatement Effective Date all claims, demands, liabilities, damages, losses, costs, charges and expenses references made to which the Agent and the Existing Lender may Receivables Purchase Agreement in any Transaction Document or in any other instrument or document shall, without further action, be subject arising in connection with the Existing deemed to refer to this Agreement. This Agreement is given as a substitution of, amends and not as a payment of, the obligations of Borrowers under restates the Existing Receivables Purchase Agreement and is not intended to constitute be or operate as a novation or an accord and satisfaction of the Existing AgreementReceivables Purchase Agreement or the obligations and liabilities of Seller evidenced or provided for thereunder. Except as otherwise selected by Without limiting the Borrowers by delivery of a Borrowing Notice or Interest Rate Selection Notice prior to the Closing Date in accordance with the terms hereof, upon the effectiveness of this Agreement all amounts outstanding and owing by Borrowers under the Existing Agreement as generality of the Closing Dateforegoing, as determined by the Lenders, shall constitute Base Rate Loans hereunder if such outstanding amounts were Base Rate Loans under Seller agrees that notwithstanding the Existing Agreement, execution and shall constitute Eurodollar Rate Loans hereunder if such outstanding amounts were Eurodollar Rate Loans under the Existing Agreement. Except as otherwise provided for by the Borrowers by delivery to the Agent of an Application and Agreement for Letters of Credit prior to the Closing Date in accordance with the terms hereof, upon the effectiveness of this Agreement, all Letters of Credit issued for the account security interest, lien, collateral security or supporting obligations previously granted to the Administrative Agent in its individual capacity pursuant to the Transaction Documents shall be and remain in full force and effect and that any rights and remedies of the Borrowers Administrative Agent in its individual capacity thereunder and obligations of the Seller thereunder shall be and remain in full force and effect, shall not be affected, impaired or discharged thereby and shall secure all of Seller’s Guaranteed Obligations and liabilities to Administrative Agent and the Purchasers under the Existing Receivables Purchase Agreement as of amended and restated hereby. Without limiting the Closing Date foregoing, the parties to this Agreement hereby acknowledge and agree that the “Receivables Purchase Agreement” referred to in the Transaction Documents shall constitute Letters of Credit hereunderfrom and after the date hereof be deemed references to this Agreement. Section 14.22.

Amendment and Restatement. The BorrowersThis Agreement amends and restates the Existing Credit Agreement as of the Effective Date. All Obligations (as defined in the Existing Credit Agreement) outstanding under the Existing Credit Agreement shall constitute Obligations under this Agreement and, without limiting the foregoing, the Agent Revolving Loans, Swingline Loans, Letters of Credit and Term Loans (each under and as defined in the Lenders hereby agree that upon the effectiveness Existing Agreement) shall be Revolving Loans, Swingline Loans, Letters of Credit and Term Loans, respectively, under this Agreement, and each Lender shall have the terms and provisions of the Existing Agreement shall be and hereby are amended and restated Commitments with respect thereto as stated in their entirety by the terms and conditions of this Agreement and the terms and provisions of the Existing Agreement, except as otherwise provided herein, shall be superseded by this Agreement. Notwithstanding The Lenders acknowledge and agree that such transfer of rights and interests under the amendment and restatement Loan Documents shall take place among the Lenders as of the Effective Date to give effect to the Commitments set forth herein such that each Lender holds each Loan and has a participation in the LC Exposure and Swingline Exposure in accordance with its Commitments hereunder. The Lenders and any Existing Agreement Lender which will not continue as a Lender hereunder (an “Exiting Lender”) will make such payments among themselves as directed by this Agreement, the Administrative Agent to give effect to the Commitments hereunder and the Borrowers shall continue to be liable to the Agent and the Existing Lender with respect to (and to the extent of) agreements on the part of the Borrowers for any breakage costs under the Existing Agreement to indemnify and hold harmless the Agent and the Existing Lender from and against all claims, demands, liabilities, damages, losses, costs, charges and expenses to which the Agent and the Existing Lender may Section 2.16. Nothing herein shall be subject arising in connection with the Existing Agreement. This Agreement is given as a substitution of, and not as a payment of, the obligations of Borrowers under the Existing Agreement and is not intended interpreted to constitute a novation or satisfaction of the Obligations (as defined in the Existing Credit Agreement. Except as otherwise selected by ), and the Borrowers by delivery of Obligations hereunder shall be deemed a Borrowing Notice or Interest Rate Selection Notice prior continuation thereof and shall be entitled to the Closing Date in accordance same collateral with the terms hereof, upon same priority as the effectiveness of this Agreement all amounts outstanding Obligations under and owing by Borrowers under as defined in the Existing Agreement as of the Closing Date, as determined by the Lenders, shall constitute Base Rate Loans hereunder if such outstanding amounts were Base Rate Loans under the Existing Credit Agreement, and shall constitute Eurodollar Rate Loans hereunder if such outstanding amounts were Eurodollar Rate Loans under the Existing Agreement. Except as otherwise provided for by the Borrowers by delivery to the Agent of an Application and Agreement for Letters of Credit prior to the Closing Date in accordance with the terms hereof, upon the effectiveness of this Agreement, all Letters of Credit issued for the account of the Borrowers under the Existing Agreement as of the Closing Date shall constitute Letters of Credit hereunder.

Amendment and Restatement. The BorrowersOn the Fifth Amended and Restated Effective Date, the Agent and the Lenders hereby agree that upon the effectiveness of this AgreementOriginal Credit Agreement (as previously amended, the terms and provisions of the Existing Agreement shall be and hereby are amended and restated in their entirety by the terms and conditions of this Agreement and the terms and provisions of the Existing Agreement, except as or otherwise provided herein, shall be superseded by this Agreement. Notwithstanding the amendment and restatement of the Existing Agreement by this Agreement, the Borrowers shall continue to be liable to the Agent and the Existing Lender with respect to (and to the extent of) agreements on the part of the Borrowers under the Existing Agreement to indemnify and hold harmless the Agent and the Existing Lender from and against all claims, demands, liabilities, damages, losses, costs, charges and expenses to which the Agent and the Existing Lender may be subject arising modified including in connection with the Existing Fourth Amended and Restated Credit Agreement) shall be amended, restated and superseded in its entirety. This The parties hereto acknowledge and agree that (i) this Agreement, any Notes delivered pursuant hereto and the other Loan Documents executed and delivered in connection herewith do not constitute a novation, payment and reborrowing, or termination of the “Obligations” (as defined in the Original Credit Agreement is given (as a substitution ofpreviously amended, restated or otherwise modified including in connection with the Fourth Amended and not as a payment of, the obligations of Borrowers Restated Credit Agreement)) under the Existing Original Credit Agreement (as previously amended, restated or otherwise modified including in connection with the Fourth Amended and is not intended to constitute a novation of the Existing Restated Credit Agreement. Except ) as otherwise selected by the Borrowers by delivery of a Borrowing Notice or Interest Rate Selection Notice in effect prior to the Closing Date Fifth Amended and Restated Effective Date; (ii) such “Obligations” are in accordance all respects continuing with only the terms hereof, thereof being modified as provided in this Agreement; (iii) the Liens as granted under the Collateral Documents securing payment of such “Obligations” are in all respects continuing and in full force and effect and secure the payment of the Obligations (as defined in this Agreement) and are hereby fully ratified and affirmed; and (iv) upon the effectiveness of this Agreement all amounts loans and letters of credit outstanding and owing by Borrowers under the Existing Original Credit Agreement (as of the Closing Datepreviously amended, as determined by the Lenders, shall constitute Base Rate Loans hereunder if such outstanding amounts were Base Rate Loans under the Existing Agreement, and shall constitute Eurodollar Rate Loans hereunder if such outstanding amounts were Eurodollar Rate Loans under the Existing Agreement. Except as restated or otherwise provided for by the Borrowers by delivery to the Agent of an Application and Agreement for Letters of Credit prior to the Closing Date modified including in accordance connection with the terms hereof, upon Fourth Amended and Restated Credit Agreement) immediately before the effectiveness of this Agreement, all Agreement will be part of the Loans and Letters of Credit issued for hereunder on the account terms and conditions set forth in this Agreement. Without limitation of the Borrowers foregoing, Borrower hereby fully and unconditionally ratifies and affirms all Collateral Documents and agrees that all collateral granted thereunder shall from and after the Fifth Amended and Restated Effective Date secure all Obligations hereunder. Notwithstanding the modifications effected by this Agreement of the representations, warranties and covenants of the Loan Parties contained in the Original Credit Agreement (as previously amended, restated or otherwise modified including in connection with the Fourth Amended and Restated Credit Agreement), Borrower acknowledges and agrees that any causes of action or other rights created in favor of any Lender and its successors arising out of the representations and warranties of any Credit Party contained in or delivered (including representations and warranties delivered in connection with the making of the loans or other extensions of credit thereunder) in connection with the Original Credit Agreement (as previously amended, restated or otherwise modified including in connection with the Fourth Amended and Restated Credit Agreement) or any other Loan Document executed in connection therewith shall survive the execution and delivery of this Agreement, provided, further, that the Obligations under the Existing other Loan Documents shall also continue in full force and effect including, without limitation, the Obligations of each Credit Party pursuant to the Collateral Documents. All indemnification obligations of each Credit Party pursuant to the Original Credit Agreement (as previously amended, restated or otherwise modified including in connection with the Fourth Amended and Restated Credit Agreement) (including any arising from a breach of the Closing Date representations thereunder) shall constitute Letters survive the amendment and restatement of the Original Credit hereunderAgreement (as previously amended, restated or otherwise modified including in connection with the Fourth Amended and Restated Credit Agreement) pursuant to this Agreement.

Amendment and Restatement. The BorrowersCompanies, the Agent and the Lenders Banks hereby agree that upon the effectiveness of this Agreement, the terms and provisions of the Existing Credit Agreement shall be and hereby are further amended and restated in their entirety by the terms and conditions of this Agreement and the terms and provisions of the Existing Credit Agreement, except as otherwise provided hereinin the next paragraph, shall be superseded by this Agreement. Notwithstanding the further amendment and restatement of the Existing Credit Agreement by this Agreement, the Borrowers Companies shall continue to be liable to the Agent and the Existing Lender Original Banks and First Restatement Banks which have not elected to continue as a party to this Agreement with respect to (and to the extent of) agreements on the part of the Borrowers Companies under the Original Agreement and Existing Credit Agreement to indemnify and hold harmless the Agent and the Existing Lender Original Banks and First Restatement Banks which have not elected to continue as a party to this Agreement from and against all claims, demands, liabilities, damages, losses, costs, charges and expenses to which the Agent and the Existing Lender Original Banks and First Restatement Banks which have not elected to continue as a party to this Agreement may be subject arising in connection with the Original Agreement and the Existing Credit Agreement. This Agreement is given as a substitution of, and not as a payment of, the obligations of Borrowers the Companies under either the Original Agreement or the Existing Credit Agreement and is not intended to constitute a novation of either the Original Agreement or the Existing Credit Agreement. Except as otherwise selected by the Borrowers Companies by delivery of a Borrowing Notice or Interest Rate Selection Notice prior to the Closing Effective Date in accordance with the terms hereof, upon the effectiveness Effective Date of this Agreement all amounts outstanding and owing by Borrowers the Companies under the Existing Credit Agreement as of the Closing Effective Date, as determined by the Lenders, shall constitute Advances hereunder accruing interest at the Base Rate Loans hereunder if such outstanding amounts were Base and the Existing Letters of Credit shall be deemed to have been issued by the Issuing Banks as Letters of Credit pursuant to this Agreement. The parties hereto agree that the Interest Periods for all Offshore Rate Loans outstanding under the Existing AgreementCredit Agreement on the Effective Date shall be terminated, the Banks shall grant a one-time waiver of any payments required under SECTION 4.5 to the Banks and the Companies shall constitute Eurodollar Rate Loans hereunder if such outstanding amounts were Eurodollar Rate Loans under the Existing Agreement. Except as otherwise provided for by the Borrowers by delivery furnish to the Agent Interest Rate Selection Notices for existing Loans and Borrowing Notices for additional Loans as may be required in connection with the allocation of an Application and Agreement for Letters of Credit prior to the Closing Date Loans among Banks in accordance with the terms hereof, upon the effectiveness of this Agreement, all Letters of Credit issued for the account of the Borrowers under the Existing Agreement as of the Closing Date shall constitute Letters of Credit hereundertheir Commitments.

Amendment and Restatement. The Borrowers, This Agreement amends and restates in its entirety the Agent Original ABL Credit Agreement and the Lenders hereby agree that upon the effectiveness of this Agreement, the terms and provisions of the Existing Original ABL Credit Agreement shall, subject to this Section 9.29, be superseded hereby. All references to the “Credit Agreement” contained in the Loan Documents delivered in connection with the Original ABL Credit Agreement or this Agreement shall, and shall be and hereby are amended and restated in their entirety by the terms and conditions of this Agreement and the terms and provisions of the Existing Agreementdeemed to, except as otherwise provided herein, shall be superseded by refer to this Agreement. Notwithstanding the amendment and restatement of the Existing Original ABL Credit Agreement by this Agreement, the Borrowers shall continue to be liable to the Agent and the Existing Lender with respect to (and to the extent of) agreements on the part Obligations of the Borrowers and the other Loan Parties outstanding under the Existing Original ABL Credit Agreement to indemnify and hold harmless the Agent and the Existing Lender from and against all claims, demands, liabilities, damages, losses, costs, charges and expenses to which the Agent and the Existing Lender may be subject arising in connection with the Existing Agreement. This Agreement is given as a substitution of, and not as a payment of, the obligations of Borrowers under the Existing Agreement and is not intended to constitute a novation of the Existing Agreement. Except as otherwise selected by the Borrowers by delivery of a Borrowing Notice or Interest Rate Selection Notice prior to the Closing Date in accordance with the terms hereof, upon the effectiveness of this Agreement all amounts outstanding and owing by Borrowers under the Existing Agreement as of the Closing Date, as determined by the Lenders, shall constitute Base Rate Loans hereunder if such outstanding amounts were Base Rate Loans under the Existing Agreement, and shall constitute Eurodollar Rate Loans hereunder if such outstanding amounts were Eurodollar Rate Loans under the Existing Agreement. Except as otherwise provided for by the Borrowers by delivery to the Agent of an Application and Agreement for Letters of Credit prior to the Closing Date in accordance with the terms hereof, upon the effectiveness of this Agreement, all Letters of Credit issued for the account of the Borrowers under the Existing Agreement other Loan Documents as of the Closing Date shall remain outstanding without novation and shall constitute Letters continuing Obligations and shall continue as such to be secured by the Collateral. Such Obligations shall in all respects be continuing and this Agreement and the other Loan Documents shall not be deemed to evidence or result in a substitution, novation or repayment and reborrowing of such Obligations which shall remain in full force and effect, except to any extent modified hereunder. The Liens securing payment of the Obligations under the Original ABL Credit hereunderAgreement, as amended and restated in the form of this Agreement, shall in all respects be continuing, securing the payment of all Obligations. #94513555v35 [Signature Pages Omitted] #94513555v35 EXHIBIT B EXHIBITS TO CREDIT AGREEMENT [Attached] #94588921v8 EXHIBIT A-1 [FORM OF] ASSIGNMENT AND ASSUMPTION This Assignment and Assumption (the “Assignment and Assumption”) is dated as of the Effective Date set forth below and is entered into by and between [Insert name of Assignor] (the “Assignor”) and [Insert name of Assignee] (the “Assignee”). [It is understood and agreed that the rights and obligations of [the Assignors][the Assignees]1 hereunder are several and not joint.]2 Capitalized terms used but not defined herein shall have the meanings given to them in the Credit Agreement identified below (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), receipt of a copy of which is hereby acknowledged by the Assignee. The Standard Terms and Conditions set forth in Annex I attached hereto are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Assumption as if set forth herein in full. For an agreed consideration, the Assignor hereby irrevocably sells and assigns to the Assignee, and the Assignee hereby irrevocably purchases and assumes from the Assignor, subject to and in accordance with the Standard Terms and Conditions and the Credit Agreement, as of the Effective Date inserted by the Administrative Agent as contemplated below, (i) all of the Assignor’s rights and obligations in its capacity as a Lender under the Credit Agreement and any other documents or instruments delivered pursuant thereto to the extent related to the amount and percentage interest identified below of all of such outstanding rights and obligations of the Assignor under the respective facilities identified below (including any letters of credit and guarantees included in such facilities) and (ii) to the extent permitted to be assigned under applicable Requirements of Law, all claims, suits, causes of action and any other right of the Assignor (in its capacity as a Lender) against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned pursuant to clauses (i) and (ii) above being referred to herein collectively as the “Assigned Interest”). In the case where the Assigned Interest covers all of the Assignor’s rights and obligations under the Credit Agreement, the Assignor shall cease to be a party thereto but shall continue to be entitled to the benefits of Sections 2.15, 2.16, 2.17 and 9.03 of the Credit Agreement with respect to facts and circumstances occurring on or prior to the Effective Date and subject to its obligations hereunder and under Section 9.13 of the Credit Agreement. Such sale and assignment is (i) subject to acceptance and recording thereof in the Register by the Administrative Agent pursuant to Section 9.05(b)(iv) of the Credit Agreement, (ii) without recourse to the Assignor and (iii) except as expressly provided in this Assignment and Assumption, without representation or warranty by the Assignor.

Amendment and Restatement. The Borrowersparties hereto agree that, on the Closing Date, the Agent and the Lenders hereby agree that upon the effectiveness of this Agreementfollowing transactions shall be deemed to occur automatically, the terms and provisions of without further action by any party hereto: (a) the Existing Credit Agreement shall be and hereby are deemed to be amended and restated in their its entirety by pursuant to this Credit Agreement; (b) all Obligations under the terms Existing Credit Agreement outstanding on the Closing Date shall in all respects be continuing and conditions of this Agreement and shall be deemed to Obligations outstanding hereunder; (c) the terms and provisions Guaranty Obligations of the Guarantors in favor the Administrative Agent, each Lender, each Treasury Management Bank, each Hedge Bank, and each other holder of the Obligations pursuant to the Existing Credit Agreement, except as otherwise provided herein, shall be superseded by this Agreement. Notwithstanding the amendment remain in full force and restatement of the Existing Agreement by this Agreement, the Borrowers shall continue to be liable to the Agent and the Existing Lender effect with respect to the Obligations and are hereby reaffirmed; (and to the extent ofd) agreements on the part all Letters of the Borrowers Credit outstanding under the Existing Credit Agreement to indemnify and hold harmless the Agent and the Existing Lender from and against all claims, demands, liabilities, damages, losses, costs, charges and expenses to which the Agent and the Existing Lender may be subject arising in connection with the Existing Agreement. This Agreement is given as a substitution of, and not as a payment of, the obligations of Borrowers under the Existing Agreement and is not intended to constitute a novation of the Existing Agreement. Except as otherwise selected by the Borrowers by delivery of a Borrowing Notice or Interest Rate Selection Notice prior to on the Closing Date shall be deemed to be Letters of Credit outstanding on the Closing Date under this Credit Agreement; and (e) all references in the other Credit Documents to the Existing Credit Agreement shall be deemed to refer without further amendment to this Credit Agreement. The parties hereto further acknowledge and agree that this Credit Agreement constitutes an amendment to the Existing Credit Agreement made under and in accordance with the terms hereof, upon of Section 11.6 of the effectiveness Existing Credit Agreement. Each of the parties hereto has caused a counterpart of this Credit Agreement all amounts outstanding to be duly executed and owing by Borrowers under the Existing Agreement delivered as of the Closing Datedate first above written. BORROWERS: SPEEDWAY MOTORSPORTS, INC., a Delaware corporation By: /s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: Vice Chairman and CFO SPEEDWAY FUNDING, LLC, a Delaware limited liability company By: /s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: President SPEEDWAY MOTORSPORTS, INC. AMENDED AND RESTATED CREDIT AGREEMENT GUARANTORS: ATLANTA MOTOR SPEEDWAY, LLC, a Georgia limited liability company BRISTOL MOTOR SPEEDWAY, LLC, a Tennessee limited liability company CHARLOTTE MOTOR SPEEDWAY, LLC, a North Carolina limited liability company INEX CORP., a North Carolina corporation KENTUCKY RACEWAY, LLC a Kentucky limited liability company NEVADA SPEEDWAY, LLC, a Delaware limited liability company New Hampshire Motor Speedway, Inc., a New Hampshire corporation SMI SYSTEMS, LLC a Nevada limited liability company SMI TRACKSIDE, LLC, a North Carolina limited liability company SMISC HOLDINGS, INC., a North Carolina corporation SPEEDWAY MEDIA, LLC, a North Carolina limited liability company SPEEDWAY PROPERTIES COMPANY, LLC, a Delaware limited liability company SPEEDWAY SONOMA, LLC, a Delaware limited liability company TEXAS MOTOR SPEEDWAY, INC., a Texas corporation U.S. Legend Cars International, Inc., a North Carolina corporation By: /s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: Vice President TSI Management Company, LLC, a North Carolina limited liability company By: SMISC Holdings, Inc., Manager By: /s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: Executive Vice President SPEEDWAY MOTORSPORTS, INC. AMENDED AND RESTATED CREDIT AGREEMENT ADMINISTRATIVE AGENT: BANK OF AMERICA, N.A., in its capacity as the Administrative Agent By: /s/ Xxxxxxxx X. Xxxxxxx Name: Xxxxxxxx X. Xxxxxxx Title: Assistant Vice President LENDERS: BANK OF AMERICA, N.A., in its capacity as a Lender, Swingline Lender and Issuing Lender By: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Vice President XXXXX FARGO BANK, NATIONAL ASSOCIATION as a Lender By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Senior Vice President JPMORGAN CHASE BANK, N.A. as a Lender By: /s/ Xxxxxxx Xxxxxx Name: Xxxxxxx Xxxxxx Title: Authorized Officer SUNTRUST BANK as a Lender By: /s/ Xxxxxxxx X. Xxxxx Name: Xxxxxxxx X. Xxxxx Title: First Vice President U.S. BANK, NATIONAL ASSOCIATION, As a Lender By: /s/ Xxxxxx X. Xxxxxx Name: Xxxxxx X. Xxxxxx Title: Senior Vice President FIRST TENNESSE BANK, N.A., as determined by the Lendersa Lender By: /s/ Xxxxx Xxxx Name: Xxxxx Xxxx Title: Vice President SPEEDWAY MOTORSPORTS, shall constitute Base Rate Loans hereunder if such outstanding amounts were Base Rate Loans under the Existing AgreementINC. AMENDED AND RESTATED CREDIT AGREEMENT PNC BANK, and shall constitute Eurodollar Rate Loans hereunder if such outstanding amounts were Eurodollar Rate Loans under the Existing Agreement. Except NATIONAL ASSOCIATION, as otherwise provided for by the Borrowers by delivery to the Agent of a Lender By: /s/ Xxxxxx X. Xxxxxxx Name: Xxxxxx X. Xxxxxxx Title: Senior Vice President TD BANK, N.A., as a Lender By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Senior Vice President REGIONS BANK, as a Lender By: /s/ Xxxxxxx XxXxxxx Name: Xxxxxxx XxXxxxx Title: Senior Vice President FIFTH THIRD BANK, an Application and Agreement for Letters of Credit prior to the Closing Date in accordance with the terms hereofOhio banking corporation, upon the effectiveness of this Agreementas a Lender By: /s/ Xxxxxxx X. Xxxxxxxx Name: Xxxxxxx X. Xxxxxxxx Title: Managing Director COMERICA BANK, all Letters of Credit issued for the account of the Borrowers under the Existing Agreement as of the Closing Date shall constitute Letters of Credit hereundera Lender By: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Vice President SPEEDWAY MOTORSPORTS, INC.

Amendment and Restatement. The BorrowersUS Borrower, the Agent and the Lenders hereby agree that upon the effectiveness of this AgreementCanadian Borrower, the terms Swing Line Lender, the Issuing Lender, the other Lenders party hereto, the US Administrative Agent, and provisions of the Existing Agreement shall be and hereby are amended and restated in their entirety by the terms and conditions of Canadian Administrative Agent have agreed that this Agreement and the terms and provisions of the Existing Agreement, except as otherwise provided herein, shall be superseded by this Agreement. Notwithstanding the is an amendment and restatement of the Existing Credit Agreement by in its entirety, and this Agreement, the Borrowers shall continue to be liable to the Agent and the Existing Lender with respect to (and to the extent of) agreements on the part of the Borrowers under the Existing Agreement to indemnify and hold harmless the Agent and the Existing Lender from and against all claims, demands, liabilities, damages, losses, costs, charges and expenses to which the Agent and the Existing Lender may be subject arising in connection with the Existing Agreement. This Agreement is given as a substitution of, and not as a payment of, the obligations of Borrowers under the Existing Agreement and is not intended to constitute a novation of the Existing Credit Agreement. Except as otherwise selected by the Borrowers by delivery of a Borrowing Notice or Interest Rate Selection Notice prior to the Closing Date in accordance with the terms hereofThe parties hereto acknowledge and agree that, upon the effectiveness of this Agreement all amounts outstanding and owing by Borrowers under the Existing Agreement effective as of the Closing Date, the Term Facility (as determined by defined in the Lenders, shall constitute Base Rate Loans hereunder if such Existing Credit Agreement) is terminated. The outstanding amounts were Base Rate Loans commitments under the Existing AgreementCredit Agreement have been assigned, renewed, extended, modified, and shall constitute Eurodollar Rate Loans hereunder if such outstanding amounts were Eurodollar Rate Loans rearranged as US Commitments under and pursuant to the terms of this Agreement. Certain of the US Facility Lenders (as Lenders under the Existing Credit Agreement. Except as otherwise provided for by the Borrowers by delivery to the Agent of an Application and Agreement for Letters of Credit prior to the Closing Date ) have agreed among themselves, in accordance consultation with the terms hereofUS Borrower, upon to adjust their respective Commitments and to terminate the effectiveness commitments of this Agreement, all Letters of Credit issued for the account of the Borrowers certain lenders under the Existing Credit Agreement as who will not become a Lender hereunder (each an “Exiting Lender”). The US Administrative Agent, the US Facility Lenders, the US Borrower and each Exiting Lender (by receipt of the payment in full of the Advances as defined in, and owing to it under, the Existing Credit Agreement and, at such Exiting Lender’s request, under a separate exiting agreement executed by such Exiting Lender) consented to such reallocation and each Existing Lender’s adjustment of, and each Existing Lender’s assignment of, an interest in the commitments and the Existing Lenders’ partial assignments of their respective commitments. On the Closing Date Date, and after giving effect to such 150 reallocations, adjustments, assignments and decreases, the US Commitment of each US Facility Lender shall constitute Letters be as set forth on Schedule II. The US Facility Lenders shall make all appropriate adjustments and payments between and among themselves to account for the revised pro rata shares resulting from the initial allocation of the US Facility Lenders’ commitments under the Existing Credit hereunderAgreement to under this Agreement. The US Borrower and each Lender party hereto that was a “Lender” under the Existing Credit Agreement hereby agrees and this Section 9.26 and any exiting agreement executed by an Exiting Lender that is acceptable to the US Administrative Agent and the US Borrower shall be deemed approved assignment forms as required under the Existing Credit Agreement.

Amendment and Restatement. The Borrowers, This Agreement amends and restates in its entirety the Agent Original Credit Agreement and the Lenders hereby agree that upon the effectiveness of this Agreement, the terms and provisions of the Existing Original Credit Agreement shall, subject to this Section 9.26, be superseded hereby. All references to the “Credit Agreement” contained in the Loan Documents delivered in connection with the Original Credit Agreement or this Agreement shall, and shall be and hereby are amended and restated in their entirety by the terms and conditions of this Agreement and the terms and provisions of the Existing Agreementdeemed to, except as otherwise provided herein, shall be superseded by refer to this Agreement. Notwithstanding the amendment and restatement of the Existing Original Credit Agreement by this Agreement, the Borrowers shall continue to be liable to Obligations of the Agent Borrower and the Existing Lender with respect to (and to the extent of) agreements on the part of the Borrowers other Loan Parties outstanding under the Existing Original Credit Agreement to indemnify and hold harmless the Agent and the Existing Lender from and against all claims, demands, liabilities, damages, losses, costs, charges and expenses to which the Agent and the Existing Lender may be subject arising in connection with the Existing Agreement. This Agreement is given as a substitution of, and not as a payment of, the obligations of Borrowers under the Existing Agreement and is not intended to constitute a novation of the Existing Agreement. Except as otherwise selected by the Borrowers by delivery of a Borrowing Notice or Interest Rate Selection Notice prior to the Closing Date in accordance with the terms hereof, upon the effectiveness of this Agreement all amounts outstanding and owing by Borrowers under the Existing Agreement as of the Closing Date, as determined by the Lenders, shall constitute Base Rate Loans hereunder if such outstanding amounts were Base Rate Loans under the Existing Agreement, and shall constitute Eurodollar Rate Loans hereunder if such outstanding amounts were Eurodollar Rate Loans under the Existing Agreement. Except as otherwise provided for by the Borrowers by delivery to the Agent of an Application and Agreement for Letters of Credit prior to the Closing Date in accordance with the terms hereof, upon the effectiveness of this Agreement, all Letters of Credit issued for the account of the Borrowers under the Existing Agreement other Loan Documents as of the Closing Date shall remain outstanding without novation and shall constitute Letters continuing Obligations and shall continue as such to be secured by the Collateral. Such Obligations shall in all respects be continuing and this Agreement and the other Loan Documents shall not be deemed to evidence or result in a substitution, novation or repayment and reborrowing of such Obligations which shall remain in full force and effect, except to any extent modified hereunder. The Liens securing payment of the Obligations under the Original Credit hereunderAgreement, as amended and restated in the form of this Agreement, shall in all respects be continuing, securing the payment of all Obligations. [Signature Pages Omitted] EXHIBIT C EXHIBIT M – FORM OF JUNIOR LIEN INTERCREDITOR AGREEMENT [See attached.] Exhibit M JUNIOR LIEN INTERCREDITOR AGREEMENT Junior Lien Intercreditor Agreement (this “Agreement”), dated as of [ ], 20[ ], among BANK OF AMERICA, N.A., as administrative agent and collateral agent (in such capacities, with its successors and assigns, and as more specifically defined below, the “Existing First Priority Representative”) for the Existing First Priority Secured Creditors (as defined below) secured pursuant to the Existing First Priority Agreement, [______________], as administrative agent and collateral agent for the Second Priority Creditors (as defined below) and each other First Priority Representative and Second Priority Representative that from time to time becomes a party hereto pursuant to the terms hereof, and acknowledged and agreed to by, HAYWARD INTERMEDIATE, INC., a Delaware corporation (“Holdings”), HAYWARD INDUSTRIES, INC., a New Jersey corporation (the “Borrower”) and each of the other Loan Parties (as defined below) party hereto.

Amendment and Restatement. The BorrowersThis Agreement amends and restates in its entirety the Original Agreement effective as of the date hereof. Anything contained herein to the contrary notwithstanding, this Agreement is not intended to and shall not serve to effect a novation of the “Secured Obligations” (as defined in the Original Agreement). Instead, it is the express intention of the parties hereto to reaffirm the indebtedness, obligations and liabilities created under the Original Agreement which is secured by the Collateral pursuant to the terms of the applicable Loan Documents. Borrower ratifies, affirms and confirms that the liens and security interests granted pursuant to the applicable Loan Documents, including without limitation the Pledge Agreements, secure the applicable indebtedness, liabilities and obligations of Borrower to Agent and the Lenders hereby agree that upon under the effectiveness of this Original Agreement, the terms and provisions of the Existing Agreement shall be and hereby are as amended and restated in their entirety by the terms and conditions of this Agreement and the terms and provisions of the Existing Agreement, except as otherwise provided herein, shall be superseded by this Agreement. Notwithstanding the amendment and restatement of the Existing Agreement by this Agreement, the Borrowers Loan Documents shall continue in full force and effect in accordance with their terms unless otherwise amended by the parties thereto, and that the term “Secured Obligations” as used in the Loan Documents (or any other term used therein to be liable describe or refer to the indebtedness, liabilities and obligations of Borrower to Agent and the Existing Lender Lenders) includes, without limitation, the indebtedness, liabilities and obligations of Borrower under this Agreement, and under the Original Agreement, as amended and restated hereby, as the same further may be amended, modified, supplemented and/or restated from time to time and Borrower assumes all such Secured Obligations. Pursuant to the definition of Borrower in this Agreement, the security interests granted pursuant to Section 3.1 and by the Pledge Agreements are granted by the Company and each other Person constituting the Borrower in the Company’s and each such Person’s respective right, title and interest in and to any and all presently existing and hereafter created or acquired Collateral. The Loan Documents and all agreements, instruments and documents executed or delivered in connection with respect any of the foregoing shall each be deemed to (and be amended to the extent of) agreements on the part of the Borrowers under the Existing Agreement necessary to indemnify and hold harmless the Agent and the Existing Lender from and against all claims, demands, liabilities, damages, losses, costs, charges and expenses to which the Agent and the Existing Lender may be subject arising in connection with the Existing Agreement. This Agreement is given as a substitution of, and not as a payment of, the obligations of Borrowers under the Existing Agreement and is not intended to constitute a novation of the Existing Agreement. Except as otherwise selected by the Borrowers by delivery of a Borrowing Notice or Interest Rate Selection Notice prior give effect to the Closing Date in accordance with the terms hereof, upon the effectiveness of this Agreement all amounts outstanding and owing by Borrowers under the Existing Agreement as of the Closing Date, as determined by the Lenders, shall constitute Base Rate Loans hereunder if such outstanding amounts were Base Rate Loans under the Existing Agreement, and shall constitute Eurodollar Rate Loans hereunder if such outstanding amounts were Eurodollar Rate Loans under the Existing Agreement. Except as otherwise provided for by the Borrowers by delivery to the Agent of an Application and Agreement for Letters of Credit prior to the Closing Date in accordance with the terms hereof, upon the effectiveness provisions of this Agreement. Each reference to the “Loan and Security Agreement” in any Loan Document shall mean and be a reference to this Agreement (as further amended, all Letters restated, supplemented or otherwise modified from time to time). Cross-references in the Loan Documents to particular section numbers in the Original Agreement shall be deemed to be cross-references to the corresponding sections, as applicable, of Credit issued for the account of the Borrowers under the Existing Agreement as of the Closing Date shall constitute Letters of Credit hereunderthis Agreement.

Amendment and Restatement. The Borrowers, This Agreement shall become effective on the Agent Effective Date and the Lenders hereby agree that upon the effectiveness of this Agreement, the terms and shall supersede all provisions of the Existing Original Credit Agreement as of such date. From and after the Effective Date, (a)(i) the commitments of those Lenders under the Original Credit Agreement that are continuing as Lenders under this Agreement (the “Continuing Lenders”) shall be and hereby are amended and restated as set forth in their entirety by the terms and conditions of Lender Addendum delivered pursuant to this Agreement and (ii) the terms commitments of those “Lenders” under the Original Credit Agreement that are not continuing as Lenders under this Agreement (the “Non-Continuing Lenders”) shall automatically be terminated and provisions cease to have any further force or effect without further action by any Person, and shall be replaced with the respective Commitments of such Continuing Lenders and of those Lenders party to this Agreement that were not “Lenders” under the Original Credit Agreement immediately prior to the Effective Date (the “New Lenders”); (b) all outstanding “Loans” of the Existing Agreement, except as otherwise provided herein, Non-Continuing Lenders shall be superseded by this Agreement. Notwithstanding the amendment repaid in full (together with all interest accrued thereon and restatement amounts payable pursuant to Section 2.13 of the Existing Original Credit Agreement by this Agreement, the Borrowers shall continue to be liable to the Agent and the Existing Lender with respect to (and to the extent of) agreements on the part of the Borrowers under the Existing Agreement to indemnify and hold harmless the Agent and the Existing Lender from and against all claims, demands, liabilities, damages, losses, costs, charges and expenses to which the Agent and the Existing Lender may be subject arising in connection with such payment, and all fees accrued under the Existing Original Credit Agreement through the Effective Date) on the Effective Date (and the Borrower shall pay to each Continuing Lender all amounts, if any, payable pursuant to Section 2.13 of the Original Credit Agreement as if the outstanding Loans had been prepaid on the Effective Date); and (c) all outstanding “Loans” of the Continuing Lenders and all interests in outstanding “Letters of Credit” under the Original Credit Agreement shall remain outstanding as the initial Loans and Letters of Credit hereunder. The Continuing Lenders and New Lenders each agree to make such purchases and sales of interests in the Loans and L/C Obligations outstanding on the Effective Date between themselves so that each Continuing Lender and New Lender is then holding its relevant Revolving Proportionate Share of outstanding Revolving Loans and risk participation interests in outstanding L/C Obligations based on their Revolving Loan Commitments as in effect after giving effect hereto and its proportionate share of the Term Loans based on their Term Loan Commitments as in effect after giving effect hereto (such purchases and sales shall be arranged through the Administrative Agent and each Lender hereby agrees to execute such further instruments and documents, if any, as the Administrative Agent may reasonably request in connection therewith), with all subsequent extensions of credit under this Agreement (including, without limitation, participations in respect of all Swing Loans and Letters of Credit) to be made in accordance with the respective Commitments of the Lenders from time to time party to this Agreement as provided herein. All references made to the Original Credit Agreement in any Loan Document or in any other instrument or document shall, without more, be deemed to refer to this Agreement. This Agreement is given as a substitution of, amends and not as a payment of, restates the obligations of Borrowers under the Existing Original Credit Agreement and is not intended to constitute be or operate as a novation or an accord and satisfaction of the Existing Agreement. Except as otherwise selected by Original Credit Agreement or the Borrowers by delivery of a Borrowing Notice or Interest Rate Selection Notice prior to the Closing Date in accordance with the terms hereofindebtedness, upon the effectiveness of this Agreement all amounts outstanding obligations and owing by Borrowers under the Existing Agreement as liabilities of the Closing Date, as determined by the Lenders, shall constitute Base Rate Loans hereunder if such outstanding amounts were Base Rate Loans under the Existing Agreement, and shall constitute Eurodollar Rate Loans hereunder if such outstanding amounts were Eurodollar Rate Loans under the Existing Agreement. Except as otherwise Borrower or any Guarantor evidenced or provided for by the Borrowers by delivery to the Agent of an Application and Agreement for Letters of Credit prior to the Closing Date in accordance with the terms hereof, upon the effectiveness of this Agreement, all Letters of Credit issued for the account of the Borrowers under the Existing Agreement as of the Closing Date shall constitute Letters of Credit hereunderthereunder. [THE FIRST SIGNATURE PAGE FOLLOWS.]

Amendment and Restatement. The BorrowersLoan Parties, the Agent Lenders and the Lenders hereby Administrative Agent agree that that, upon (i) the effectiveness execution and delivery of this AgreementAgreement by each of the parties hereto and (ii) satisfaction (or waiver by the aforementioned parties) of the conditions precedent set forth in Section 4.1, the terms and provisions of the Existing Credit Agreement shall be and hereby are amended amended, superseded and restated in their entirety by the terms and conditions provisions of this Agreement. This Agreement is not intended to and shall not constitute a novation of the Existing Credit Agreement or the Debt created thereunder. The commitments to extend credit of each Lender that is a party to the Existing Credit Agreement shall, on the Closing Date, automatically be deemed amended and the only commitments to extend credit shall be those hereunder. Without limiting the foregoing, upon the effectiveness hereof: (a) all loans incurred under the Existing Credit Agreement which are outstanding on the Closing Date shall continue as Loans under (and shall be governed by the terms of) this Agreement and the terms other Loan Documents, (b) all references in the “Loan Documents” (as defined in the Existing Credit Agreement) to the “Administrative Agent”, the “Credit Agreement” and provisions the “Loan Documents” shall be deemed to refer to the Administrative Agent, this Agreement and the Loan Documents, respectively, (c) all obligations constituting “Obligations” under the Existing Credit Agreement with any Lender or any Affiliate of any Lender which are outstanding on the Closing Date shall continue as Obligations under this Agreement and the other Loan Documents, (d) any “Note” under the Existing Credit Agreement shall be deemed for all purposes superseded and replaced by the Note (if any) issued to such Lender under this Agreement and (e) the Administrative Agent shall make such reallocations, sales, assignments or other relevant actions in respect of each Lender’s credit and loan exposure under the Existing Credit Agreement as are necessary in order that the outstanding balance of such Loans, together with any Loans funded on the Closing Date, reflect the respective Commitment of the Existing AgreementLenders hereunder, except and each Lender hereby waives its right to receive any compensation or reimbursement pursuant to Section 3.4 hereof for any breakage costs incurred by such Lender in connection with the sale or assignment of any Term SOFR Loans that may be required under this clause (e). Each Lender hereby confirms the Administrative Agent’s authority to enter into such additional reaffirmations of, or any amendments to, amendments and restatements of, or other modifications to, the other existing Loan Documents as otherwise provided hereinthe Administrative Agent shall approve in its sole discretion, shall be superseded by this Agreement. Notwithstanding in connection with the amendment and restatement of the Existing Credit Agreement by this Agreementso long as such amendments, the Borrowers shall continue to be liable restatements or other modifications do not contain any material modifications adverse to the Agent Lenders (and, for the avoidance of doubt, such modifications may include the addition of Loan Parties and other changes that are otherwise permitted by the Existing Lender Administrative Agent’s authority under or with respect to (and such existing Loan Documents or are consistent with changes in provisions included in this Agreement as compared to the extent of) agreements on the part of the Borrowers under the Existing Agreement to indemnify and hold harmless the Agent and the Existing Lender from and against all claims, demands, liabilities, damages, losses, costs, charges and expenses to which the Agent and the Existing Lender may be subject arising in connection with the Existing Agreement. This Agreement is given as a substitution of, and not as a payment of, the obligations of Borrowers under the Existing Agreement and is not intended to constitute a novation provisions of the Existing Credit Agreement. Except as otherwise selected by the Borrowers by delivery of a Borrowing Notice or Interest Rate Selection Notice prior to the Closing Date in accordance with the terms hereof, upon the effectiveness of this Agreement all amounts outstanding and owing by Borrowers under the Existing Agreement as of the Closing Date, as determined by the Lenders, shall constitute Base Rate Loans hereunder if such outstanding amounts were Base Rate Loans under the Existing Agreement, and shall constitute Eurodollar Rate Loans hereunder if such outstanding amounts were Eurodollar Rate Loans under the Existing Agreement. Except as otherwise provided for by the Borrowers by delivery to the Agent of an Application and Agreement for Letters of Credit prior to the Closing Date in accordance with the terms hereof, upon the effectiveness of this Agreement, all Letters of Credit issued for the account of the Borrowers under the Existing Agreement as of the Closing Date shall constitute Letters of Credit hereunder).

Amendment and Restatement. The Borrowers, This Agreement shall become effective on the Agent Closing Date and the Lenders hereby agree that upon the effectiveness of this Agreement, the terms and shall supersede all provisions of the Existing Original Credit Agreement as of such date. From and after the Closing Date, (a)(i) the commitments of those Lenders under the Original Credit Agreement that are continuing as Lenders under this Agreement (the “Continuing Lenders”) shall be amended as set forth on Schedule 1 hereto and hereby (ii) the commitments of those “Lenders” under the Original Credit Agreement that are amended and restated in their entirety by the terms and conditions of not continuing as Lenders under this Agreement (the “Non-Continuing Lenders”) shall automatically be terminated and cease to have any further force or effect without further action by any Person, and shall be replaced with the terms respective Commitments of such Continuing Lenders and provisions of those Lenders party to this Agreement that were not “Lenders” under the Original Credit Agreement immediately prior to the Closing Date (the “New Lenders”); (b) all outstanding “Loans” of the Existing Agreement, except as otherwise provided herein, Non-Continuing Lenders shall be superseded by this Agreement. Notwithstanding the amendment repaid in full (together with all interest accrued thereon and restatement amounts payable pursuant to Section 1.12 of the Existing Original Credit Agreement by this Agreement, the Borrowers shall continue to be liable to the Agent and the Existing Lender with respect to (and to the extent of) agreements on the part of the Borrowers under the Existing Agreement to indemnify and hold harmless the Agent and the Existing Lender from and against all claims, demands, liabilities, damages, losses, costs, charges and expenses to which the Agent and the Existing Lender may be subject arising in connection with such payment, and all fees accrued under the Existing Original Credit Agreement through the Closing Date) on the Closing Date (and the Borrower shall pay to each Continuing Lender all amounts, if any, payable pursuant to Section 1.12 of the Original Credit Agreement as if the outstanding Loans had been prepaid on the Closing Date); and (c) all outstanding “Loans” of the Continuing Lenders and all interests in outstanding “Letters of Credit” under the Original Credit Agreement shall remain outstanding as the initial Loans and Letters of Credit hereunder. The Continuing Lenders and New Lenders each agree to make such purchases and sales of interests in the Loans and L/C Obligations outstanding on the Closing Date between themselves so that each Continuing Lender and New Lender is then holding its relevant Percentage of outstanding Loans and risk participation interests in outstanding L/C Obligations based on their Commitments as in effect after giving effect hereto (such purchases and sales shall be arranged through the Administrative Agent and each Lender hereby agrees to execute such further instruments and documents, if any, as the Administrative Agent may reasonably request in connection therewith), with all subsequent extensions of credit under this Agreement (including, without limitation, participations in respect of all Swing Loans and Letters of Credit) to be made in accordance with the respective Commitments of the Lenders from time to time party to this Agreement as provided herein. All references made to the Original Credit Agreement in any Loan Document or in any other instrument or document shall, without more, be deemed to refer to this Agreement. This Agreement is given as a substitution of, amends and not as a payment of, restates the obligations of Borrowers under the Existing Original Credit Agreement and is not intended to constitute be or operate as a novation or an accord and satisfaction of the Existing AgreementOriginal Credit Agreement or the indebtedness, obligations and liabilities of the Borrower or any Guarantor evidenced or provided for thereunder. Except as otherwise selected by This Credit Agreement is entered into between us for the Borrowers by delivery of a Borrowing Notice or Interest Rate Selection Notice prior to the Closing Date in accordance with the terms hereof, upon the effectiveness of this Agreement all amounts outstanding uses and owing by Borrowers under the Existing Agreement purposes hereinabove set forth as of the Closing Datedate first above written. “Borrower” GFA Brands, Inc. By /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Executive Vice President, Chief Financial Officer, Treasurer and Assistant Secretary “Guarantors” Smart Balance, Inc. By /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Executive Vice President, Chief Financial Officer, Treasurer and Assistant Secretary “Administrative Agent and L/C Issuer ” Bank of Montreal, as determined L/C Issuer and as Administrative Agent By /s/ Xxx Xxxxxxxx Name Xxx Xxxxxxxx Title Director “Lenders” Bank of Montreal By /s/ Xxx Xxxxxxxx Name Xxx Xxxxxxxx Title Director General Electric Capital Corporation, as a Lender By /s/ Jun Young Name: Jun Young Title: Duly Authorized Signatory GE Capital Financial Inc., as a Lender By /s/ Xxxxxxx Xxxxxxxx Name: Xxxxxxx Xxxxxxxx Title: Duly Authorized Signatory Union Bank, N.A. By /s/ Xxxxxx Xxxx Name: Xxxxxx Xxxx Title: Vice President Siemens Financial Services, inc. By /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Senior Vice President and Chief Risk Officer By /s/ Xxxxxx Xxxxxxxxx Name: Xxxxxx Xxxxxxxxx Title: VP, Lending Operations Fifth Third Bank By /s/ Xxxx Xxxxx Name: Xxxx Xxxxx Title: Vice President KeyBank National Association By /s/ Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Title: Vice President ING Capital LLC By /s/ Xxxxxx X. Xxxxxxxxx Name: Xxxxxx X. Xxxxxxxxx Title: Managing Director Exhibit A Notice of Payment Request [Date] [Name of Lender] [Address] Attention: Reference is made to that certain Amended and Restated Credit Agreement, dated as of March 31, 2011, among GFA Brands, Inc., the Guarantors party thereto, the Lenders party thereto, and Bank of Montreal, as Administrative Agent (as extended, renewed, amended or restated from time to time, the “Credit Agreement”). Capitalized terms used herein and not defined herein have the meanings assigned to them in the Credit Agreement. [The Borrower has failed to pay its Reimbursement Obligation in the amount of $____________. Your Revolver Percentage of the unpaid Reimbursement Obligation is $_____________] or [__________________________ has been required to return a payment by the LendersBorrower of a Reimbursement Obligation in the amount of $_______________. Your Revolver Percentage of the returned Reimbursement Obligation is $_______________.] Very truly yours, shall constitute Base Rate Loans hereunder if such outstanding amounts were Base Rate Loans under as L/C Issuer By Name Title Exhibit B Notice of Borrowing Date: ____________, ____ To: Bank of Montreal, as Administrative Agent for the Existing Lenders parties to that certain Amended and Restated Credit Agreement dated as of March 31, 2011 (as extended, renewed, amended or restated from time to time, the“Credit Agreement”), among GFA Brands, Inc., the Guarantors party thereto, certain Lenders which are signatories thereto, and Bank of Montreal, as Administrative Agent Ladies and Gentlemen: The undersigned, GFA Brands, Inc. (the “Borrower”), refers to the Credit Agreement, and shall constitute Eurodollar Rate Loans hereunder if such outstanding amounts were Eurodollar Rate Loans under the Existing Agreement. Except as otherwise provided for by the Borrowers by delivery to the Agent of an Application and Agreement for Letters of Credit prior to the Closing Date in accordance with the terms hereofdefined therein being used herein as therein defined, upon and hereby gives you notice irrevocably, pursuant to Section 1.6 of the effectiveness of this Credit Agreement, all Letters of Credit issued for the account of the Borrowers under the Existing Agreement as of the Closing Date shall constitute Letters of Credit hereunder.Borrowing specified below:

Amendment and Restatement. The BorrowersOn the Second Restatement Effective Date, the Agent and the Lenders hereby agree that upon the effectiveness of this Agreement, the terms and provisions of the Existing 2007 Credit Agreement shall be and hereby are amended and restated in their its entirety by this Agreement, and the 2007 Credit Agreement shall thereafter be superseded in all respects by this Agreement, except to evidence (i) the incurrence by the Borrowers of the “Obligations” under and as defined in the 2007 Credit Agreement (whether or not such “Obligations” are contingent as of the Second Restatement Effective Date), (ii) the representations and warranties made by the Borrowers and the Credit Parties prior to the Second Restatement Effective Date (which representations and warranties made prior to the Second Restatement Effective Date shall not be superseded or rendered ineffective by this Agreement as they pertain to the period prior to the Second Restatement Effective Date) and (iii) any action or omission performed or required to be performed pursuant to the 2007 Credit Agreement prior to the Second Restatement Effective Date (including any failure, prior to the Second Effective Date, to comply with the covenants contained in the 2007 Credit Agreement). The parties hereto acknowledge and agree that (a) this Agreement and the other Credit Documents, whether executed and delivered in connection herewith or otherwise, do not constitute a novation or termination of the “Obligations” under the 2007 Credit Agreement or the other Credit Documents (including all guarantees thereunder) as in effect prior to the Second Restatement Effective Date and which remain outstanding as of the Second Restatement Effective Date, (b) the “Obligations” (including all guarantees thereunder) under the 2007 Credit Agreement and the other Credit Documents are in all respects continuing (as amended and restated hereby and which are in all respects hereafter subject to the terms herein) and conditions in full force and effect and are reaffirmed hereby and (c) the Liens and security interests as granted under the applicable Credit Documents securing payment of such “Obligations” are in all respects continuing and in full force and effect and are reaffirmed hereby. The Borrowers and the Credit Parties acknowledge and agree that Sections 11.2 and 11.3 of the 2007 Credit Agreement shall, to the extent applicable immediately prior to the Second Restatement Effective Date, survive for the intended beneficiaries of such provision to the extent such provisions apply with respect to any indemnified liabilities (under Sections 11.2 and 11.3 of the 2007 Credit Agreement) relating to events and circumstances occurring prior to the Second Restatement Effective Date. In addition, on and after the Second Restatement Effective Date, (i) all references to the 2007 Credit Agreement, the 2006 Credit Agreement or the Credit Agreement in the Credit Documents (other than this Agreement) shall be deemed to refer to the 2007 Credit Agreement, as amended and restated hereby, (ii) all references to any section (or subsection) of the 2007 Credit Agreement or the Credit Agreement in any Credit Document (other than this Agreement) shall be amended to become, mutatis mutandis, references to the corresponding provisions of this Agreement and (iii) except as the terms context otherwise provides, on or after the Second Restatement Effective Date, all references to this Agreement herein (including for purposes of indemnification and provisions reimbursement of fees) shall be deemed to be references to the Existing 2007 Credit Agreement, except as otherwise provided herein, shall be superseded by this Agreement. Notwithstanding the amendment amended and restatement of the Existing Agreement by this Agreement, the Borrowers shall continue to be liable to the Agent and the Existing Lender with respect to (and to the extent of) agreements on the part of the Borrowers under the Existing Agreement to indemnify and hold harmless the Agent and the Existing Lender from and against all claims, demands, liabilities, damages, losses, costs, charges and expenses to which the Agent and the Existing Lender may be subject arising in connection with the Existing Agreement. This Agreement is given as a substitution of, and not as a payment of, the obligations of Borrowers under the Existing Agreement and is not intended to constitute a novation of the Existing Agreement. Except as otherwise selected by the Borrowers by delivery of a Borrowing Notice or Interest Rate Selection Notice prior to the Closing Date in accordance with the terms hereof, upon the effectiveness of this Agreement all amounts outstanding and owing by Borrowers under the Existing Agreement as of the Closing Date, as determined by the Lenders, shall constitute Base Rate Loans hereunder if such outstanding amounts were Base Rate Loans under the Existing Agreement, and shall constitute Eurodollar Rate Loans hereunder if such outstanding amounts were Eurodollar Rate Loans under the Existing Agreement. Except as otherwise provided for by the Borrowers by delivery to the Agent of an Application and Agreement for Letters of Credit prior to the Closing Date in accordance with the terms hereof, upon the effectiveness of this Agreement, all Letters of Credit issued for the account of the Borrowers under the Existing Agreement as of the Closing Date shall constitute Letters of Credit hereunderrestated hereby.

Amendment and Restatement. The BorrowersThis Amended and Restated Guaranty, the Agent together with that certain Amended and the Lenders hereby agree that upon the effectiveness of this Agreement, the terms and provisions Restated Guaranty dated as of the Existing Agreement shall be and hereby are amended and restated in their entirety date hereof executed by Guarantor for the terms and conditions benefit of this Agreement and the terms and provisions of the Existing Agreement, except as otherwise provided herein, shall be superseded by this Agreement. Notwithstanding the amendment and restatement of the Existing Agreement by this Agreement, the Borrowers shall continue to be liable to the Agent and the Existing Lender with respect to the Other Loan (as defined in the Mortgage) (the “Other Guaranty”), shall amend, restate and replace in its entirety that certain Guaranty dated as of November 21, 2006 executed by Guarantor for the benefit of CWCapital LLC, a Massachusetts limited liability company (“CWC”) (the “Original Guaranty”). CWC assigned the entirety of its interest in the Loan Documents (including the Original Guaranty) to the extent of) agreements Lender on the part December 21, 2006. All terms, conditions, guarantees and obligations of the Borrowers under Original Guaranty shall remain in full force and effect as assigned to Lender and as amended and restated herein and in the Existing Agreement to indemnify and hold harmless the Agent and the Existing Lender from and against all claims, demands, liabilities, damages, losses, costs, charges and expenses to which the Agent and the Existing Lender may be subject arising Other Guaranty in connection with the Existing Agreement. This Agreement is given as a substitution ofits entirety, and not as a payment ofall rights and remedies provided for therein shall be preserved to Lender. Nothing contained herein or done pursuant hereto shall affect or be construed to affect the priority of the lien or security interest securing the Loan over the priority of other liens, charges, encumbrances or other security interests. Guarantor does hereby confirm, ratify and reaffirm the obligations of Borrowers under contained in the Existing Agreement Original Guaranty, as assigned to Lender and is not intended to constitute a novation of the Existing Agreement. Except as otherwise selected amended and restated hereby and by the Borrowers by delivery of a Borrowing Notice or Interest Rate Selection Notice prior to the Closing Date Other Guaranty in accordance with the terms hereof, upon the effectiveness its entirety. [Remainder of this Agreement all amounts outstanding and owing by Borrowers under the Existing Agreement page is intentionally left blank.] AMENDED AND RESTATED GUARANTY - Page 15 (PRIME GROUP REALTY, L.P.) 43412-20/Continental Towers EXECUTED as of the Closing Dateday and year first above written. GUARANTOR: PRIME GROUP REALTY, L.P., a Delaware limited partnership By: PRIME GROUP REALTY TRUST, a Maryland real estate investment trust, its General Partner By: [s] Xxxx X. Del Xxxxxxx Name: Xxxx X. Del Vecchio Title: Senior Vice President - Capital Markets Attachment Notarial Jurat AMENDED AND RESTATED GUARANTY – Signature Page (PRIME GROUP REALTY, L.P.) 43412-20/Continental Towers STATE OF ILLINOIS § § COUNTY OF XXXX § This instrument was ACKNOWLEDGED before me on December 28, 2006, 2006, by XXXX X. DEL VECCHIO, as determined by the LendersSenior Vice President - Capital Markets of PRIME GROUP REALTY TRUST, shall constitute Base Rate Loans hereunder if such outstanding amounts were Base Rate Loans under the Existing Agreementa Maryland real estate investment trust, and shall constitute Eurodollar Rate Loans hereunder if such outstanding amounts were Eurodollar Rate Loans under the Existing Agreementas General Partner of PRIME GROUP REALTY, L.P., a Delaware limited partnership, on behalf of said limited partnership. Except as otherwise provided for by the Borrowers by delivery to the Agent [S E A L] [s] Xxxxxxx X. Xxxxxxx Notary Public, State of an Application and Agreement for Letters Illinois My Commission Expires: Xxxxxxx X. Xxxxxxx 03/16/10_________________ Printed Name of Credit prior to the Closing Date in accordance with the terms hereofNotary Public AMENDED AND RESTATED GUARANTY – Acknowledgment Page (PRIME GROUP REALTY, upon the effectiveness of this Agreement, all Letters of Credit issued for the account of the Borrowers under the Existing Agreement as of the Closing Date shall constitute Letters of Credit hereunder.L.P.) 43412-20/Continental Towers

Amendment and Restatement. The BorrowersThis Agreement amends and restates in its entirety the 2014 Credit Agreement; and the Loan Parties confirm that the 2014 Credit Agreement, the other Loan Documents and the Collateral for the Obligations thereunder (as all such capitalized terms are defined in the 2014 Credit Agreement) have at all times, since the date of the execution and delivery of such documents, remained in full force and effect and continued to secure such obligations which are continued as the Obligations hereunder as amended hereby; and all such Collateral (as defined in the 2014 Credit Agreement) shall continue to secure the Obligations hereunder. The Loans hereunder are a continuation of the Loans under (and as such terms are defined in) the 2014 Credit Agreement. The Loan Parties, the Administrative Agent and the Lenders hereby acknowledge and agree that upon the effectiveness of this Agreement, the terms and provisions of the Existing Agreement shall be and hereby are amended and restated in their entirety by the terms and conditions of this Agreement and the terms and provisions of the Existing Agreement, except as otherwise provided herein, shall be superseded by this Agreement. Notwithstanding the amendment and restatement of the Existing 2014 Credit Agreement by this Agreement, the Borrowers shall continue to be liable to the Agent and the Existing Lender with respect to (and to the extent of) agreements on the part of the Borrowers under the Existing Agreement to indemnify and hold harmless the Agent and the Existing Lender from and against all claims, demands, liabilities, damages, losses, costs, charges and expenses to which the Agent and the Existing Lender may be subject arising in connection with the Existing Agreement. This Agreement is given as a substitution of, and not as a payment of, the obligations of Borrowers under the Existing Agreement and is not intended to constitute constitute, nor does it constitute, a novation novation, interruption, suspension of continuity, satisfaction, discharge or termination of the Existing Agreement. Except obligations, loans, liabilities, or indebtedness under the 2014 Credit Agreement and the other Loan Documents (as otherwise selected by such term is defined therein) thereunder or the Borrowers by delivery of a Borrowing Notice or Interest Rate Selection Notice prior collateral security therefor and this Agreement and the other Loan Documents are entitled to all rights and benefits originally pertaining to the Closing Date in accordance with 2014 Credit Agreement and the terms hereofother Loan Documents (as such term is defined therein). For the avoidance of doubt, the Loan Parties, the Administrative Agent and the Lenders acknowledge and agree that upon the effectiveness execution of this Agreement all amounts outstanding and owing by Borrowers under the Existing Agreement as of the Closing Date, as determined by the Lendersparties hereto, Hallador Energy Company shall constitute be the Borrower hereunder and shall no longer be, and is hereby released as, a Guarantor under this Agreement and any other Loan Document (but shall be bound as a Borrower), and Sunrise Coal, LLC shall be a Guarantor hereunder and shall no longer be, and is hereby released as, the Borrower under this Agreement and any other Loan Documents (but shall be bound as a Guarantor). [Signature Pages Intentionally Omitted] SCHEDULE 1.1(A) PRICING GRID-- VARIABLE PRICING AND LETTER OF CREDIT FEES BASED ON LEVERAGE RATIO (PRICING EXPRESSED IN BASIS POINTS) Level Leverage Ratio Letter of Credit Fee Base Rate Loans hereunder if such outstanding amounts were Base Spread Term SOFR Rate Loans under Spread LIBOR Rate Spread Commitment Fee Prior to the Existing Agreement10th AED* On and after the 10th AED* Prior to the 10th AED* On and after the 10th AED* On and after the 10th AED* Prior to the 10th AED* On and after the 10th AED* Prior to the 10th AED* On and after the 10th AED* IV Greater than or equal to 3.0 to 1.0 400 500 300 400 500 400 500 50 50 III Greater than or equal to 2.5 to 1.0 but less than 3.0 to 1.0 350 450 250 350 450 350 450 50 50 II Greater than or equal to 2.0 to 1.0 but less than 2.5 to 1.0 300 425 200 325 425 300 425 50 50 I Less than 2.0 to 1.0 275 400 175 300 400 275 400 37.5 50 * “10th AED” shall mean the Tenth Amendment Effective Date For purposes of determining the Applicable Margin, Commitment Fee, and shall constitute Eurodollar Rate Loans hereunder if such outstanding amounts were Eurodollar Rate Loans under the Existing Agreement. Except as otherwise provided for by the Borrowers by delivery to the Agent of an Application and Agreement for Letters Applicable Letter of Credit prior to the Closing Date in accordance with the terms hereof, upon the effectiveness of this Agreement, all Letters of Credit issued for the account of the Borrowers under the Existing Agreement as of the Closing Date shall constitute Letters of Credit hereunder.Fee Rate:

Amendment and Restatement. The This Agreement consolidates, amends and restates in its entirety the Amended and Restated Agreement and the Original Agreement. This Agreement and the other Loan Documents govern the present relationship between Borrowers, Guarantors and Lender. With respect to matters relating to the Agent period prior to the Closing Date, all of the provisions of the Original Agreement and the Lenders hereby agree that upon Amended and Restated Agreement and the effectiveness security agreements, pledge agreements, guarantees, and other documents, instruments and agreements (including, without limitation, any of the Loan Documents) executed in connection therewith, are each ratified and confirmed and shall remain in full force and effect. Borrower ratifies and confirms its obligations under each of the Existing Receivables Loan Documents to which Borrower is a party, is named as a party or has joined as party thereto and further agrees all obligations in respect to the Original Agreement and/or the Amended and Restated Agreement guaranteed or secured under an Existing Receivables Loan Document shall automatically hereafter include the Obligations. This Agreement, however, is in no way intended, nor shall it be construed, to affect, replace, impair or extinguish the creation, attachment, perfection or priority of the security interests in, and other Liens on, the Collateral, which security interests and other Liens Borrower, by this Agreement, the terms acknowledges, reaffirms and provisions of the Existing Agreement shall be and hereby are amended and restated in their entirety by the terms and conditions of this Agreement and the terms and provisions of the Existing Agreementconfirms to Lender. In addition, except as otherwise provided herein, all obligations and liabilities and indebtedness created or existing under, pursuant to, or as a result of, the Original Agreement and the Amended and Restated Agreement shall be superseded by continue in existence within the definition of “Obligations” under this Agreement. Notwithstanding the amendment , which obligations, liabilities and restatement indebtedness of the Existing Agreement Borrower, by this Agreement, the Borrowers shall continue acknowledges, reaffirms and confirms. Borrower agrees that any outstanding commitment or other obligation to be liable make advances or otherwise extend credit or credit support to any Person pursuant to the Agent Original Agreement and/or the Amended and the Existing Lender with respect to (Restated Agreement is superseded by, and to the extent of) agreements on the part of the Borrowers renewed and consolidated under, this Agreement. Borrower represents and warrants that it has not assigned or otherwise transferred any rights arising under the Existing Original Agreement to indemnify and/or the Amended and hold harmless the Agent and the Existing Lender from and against all claims, demands, liabilities, damages, losses, costs, charges and expenses to which the Agent and the Existing Lender may be subject arising in connection with the Existing Restated Agreement. This Agreement is given as a substitution of, and not as a payment of, the obligations of Borrowers under the Existing Agreement and is not intended to constitute a novation of the Existing Agreement. Except as otherwise selected by the Borrowers by delivery of a Borrowing Notice or Interest Rate Selection Notice prior to the Closing Date in accordance with the terms hereof, upon the effectiveness of this Agreement all amounts outstanding and owing by Borrowers under the Existing Agreement as of the Closing Date, as determined by the Lenders, shall constitute Base Rate Loans hereunder if such outstanding amounts were Base Rate Loans under the Existing Agreement, and shall constitute Eurodollar Rate Loans hereunder if such outstanding amounts were Eurodollar Rate Loans under the Existing Agreement. Except as otherwise provided for by the Borrowers by delivery to the Agent of an Application and Agreement for Letters of Credit prior to the Closing Date in accordance with the terms hereof, upon the effectiveness of this Agreement, all Letters of Credit issued for the account of the Borrowers under the Existing Agreement as of the Closing Date shall constitute Letters of Credit hereunder.

Amendment and Restatement. The BorrowersThis Agreement amends and restates the Existing Credit Agreement in its entirety. Borrower hereby agrees that (a) the Debt outstanding under the Existing Credit Agreement and the Loan Documents (as defined in the Existing Credit Agreement; together with the Existing Credit Agreement, the Agent “Existing Credit Documents”) and all accrued and unpaid interest thereon and (b) all accrued and unpaid fees under the Existing Credit Documents, shall be deemed to be outstanding under and governed by this Agreement. Borrower hereby acknowledges, warrants, represents and agrees that this Agreement is not intended to be, and shall not be deemed or construed to be, a novation or release of the Existing Credit Documents. Each Lender which is a Lender under the Existing Credit Documents hereby waives any requirements for notice of prepayment, minimum amounts of prepayments of the loans thereunder, ratable reductions of the commitments of Lenders hereby agree under the Existing Credit Documents and ratable payments on account of the principal or interest of any loan under the Existing Credit Documents to the extent that any such prepayment, reductions or payments are required to ensure that, upon the effectiveness of this Agreement, the terms and provisions loans of the Existing Agreement Lenders shall be outstanding on a ratable basis in accordance with their respective Pro Rata Share. Each Lender hereby authorizes Administrative Agent and hereby are amended and restated in their entirety by the terms and conditions of this Agreement and the terms and provisions Borrower to request Borrowings from Lenders, to make prepayment of the Existing Agreement, except as otherwise provided herein, shall be superseded by this Agreement. Notwithstanding the amendment and restatement of the Existing Agreement by this Agreement, the Borrowers shall continue to be liable to the Agent and the Existing Lender with respect to (and to the extent of) agreements on the part of the Borrowers loans under the Existing Agreement Credit Documents and to indemnify and hold harmless reduce the Agent and the Existing Lender from and against all claims, demands, liabilities, damages, losses, costs, charges and expenses to which the Agent and the Existing Lender may be subject arising in connection with the Existing Agreement. This Agreement is given as a substitution of, and not as a payment of, the obligations of Borrowers commitments under the Existing Agreement and is not intended Credit Documents among Lenders in order to constitute a novation of the Existing Agreement. Except as otherwise selected by the Borrowers by delivery of a Borrowing Notice or Interest Rate Selection Notice prior to the Closing Date in accordance with the terms hereof, upon the effectiveness of this Agreement all amounts outstanding and owing by Borrowers under the Existing Agreement as of the Closing Date, as determined by the Lenders, shall constitute Base Rate Loans hereunder if such outstanding amounts were Base Rate Loans under the Existing Agreement, and shall constitute Eurodollar Rate Loans hereunder if such outstanding amounts were Eurodollar Rate Loans under the Existing Agreement. Except as otherwise provided for by the Borrowers by delivery to the Agent of an Application and Agreement for Letters of Credit prior to the Closing Date in accordance with the terms hereofensure that, upon the effectiveness of this Agreement, all Letters the loans of Credit issued for the account of the Borrowers under the Existing Agreement as of the Closing Date Lenders shall constitute Letters of Credit hereunderbe outstanding on a ratable basis in accordance with their respective Pro Rata Share.

Amendment and Restatement. The BorrowersThis Agreement amends and restates in its entirety the Original Agreement effective as of the date hereof. Anything contained herein to the contrary notwithstanding, this Agreement is not intended to effect a novation of the "Secured Obligations" (as defined in the Original Agreement). Instead, it is the express intention of the parties hereto to reaffirm the indebtedness, obligations and liabilities created under the Original Agreement which is secured by the Collateral pursuant to the terms of the applicable Loan Documents. Borrower ratifies, affirms and confirms that the liens and security interests granted pursuant to the applicable Loan Documents secure the applicable indebtedness, liabilities and obligations of Borrower to Agent and the Lenders hereby agree that upon under the effectiveness of this Original Agreement, the terms and provisions of the Existing Agreement shall be and hereby are as amended and restated in their entirety by the terms and conditions of this Agreement and the terms and provisions of the Existing Agreement, except as otherwise provided herein, shall be superseded by this Agreement. Notwithstanding the amendment and restatement of the Existing Agreement by this Agreement, the Borrowers Loan Documents shall continue in full force and effect in accordance with their terms unless otherwise amended by the parties thereto, and that the term "Secured Obligations" as used in the Loan Documents (or any other term used therein to be liable describe or refer to the indebtedness, liabilities and obligations of Borrower to Agent and the Existing Lender Lenders) includes, without limitation, the indebtedness, liabilities and obligations of Borrower under this Agreement, and under the Original Agreement, as amended and restated hereby, as the same further may be amended, modified, supplemented and/or restated from time to time and Borrower assumes all such Secured Obligations. The Loan Documents and all agreements, instruments and documents executed or delivered in connection with any of the foregoing shall each be deemed to be amended to the extent necessary to give effect to the provisions of this Agreement. Each reference to the “Loan and Security Agreement” in any Loan Document shall mean and be a reference to this Agreement (as further amended, restated, supplemented or otherwise modified from time to time). Cross-references in the Loan Documents to particular section numbers in the Original Agreement shall be deemed to be cross-references to the corresponding sections, as applicable, of this Agreement. (SIGNATURES TO FOLLOW) *** Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to (and to the extent of) agreements on the part of the Borrowers under the Existing Agreement to indemnify and hold harmless the Agent and the Existing Lender from and against all claims, demands, liabilities, damages, losses, costs, charges and expenses to which the Agent and the Existing Lender may be subject arising in connection with the Existing Agreement. This Agreement is given as a substitution of, and not as a payment of, the obligations of Borrowers under the Existing Agreement and is not intended to constitute a novation of the Existing Agreement. Except as otherwise selected by the Borrowers by delivery of a Borrowing Notice or Interest Rate Selection Notice prior to the Closing Date in accordance with the terms hereof, upon the effectiveness of this Agreement all amounts outstanding and owing by Borrowers under the Existing Agreement as of the Closing Date, as determined by the Lenders, shall constitute Base Rate Loans hereunder if such outstanding amounts were Base Rate Loans under the Existing Agreement, and shall constitute Eurodollar Rate Loans hereunder if such outstanding amounts were Eurodollar Rate Loans under the Existing Agreement. Except as otherwise provided for by the Borrowers by delivery to the Agent of an Application and Agreement for Letters of Credit prior to the Closing Date in accordance with the terms hereof, upon the effectiveness of this Agreement, all Letters of Credit issued for the account of the Borrowers under the Existing Agreement as of the Closing Date shall constitute Letters of Credit hereunderomitted portions.

Amendment and Restatement. The Certain of Borrowers, the PNC, as Agent and Lender, and U.S. Bank National Association, as Lender, are parties to a Revolving Credit, Guaranty, and Security Agreement dated as of October 20, 2010 (as amended by Amendment No. 1 to Loan Agreement effective as of May 9, 2013 and by a Joinder and Amendment No. 2 to Loan Documents effective as of December 13, 2013, the Lenders “Existing Loan Agreement”) with respect to a revolving credit facility (the “Existing Credit Facility”) extended to such Borrowers. This Agreement amends and restates the Existing Loan Agreement in its entirety. As such, this Agreement represents in part a renewal of, and is issued in substitution and exchange for, and not in satisfaction or novation of, the obligations and other liabilities under the Existing Loan Agreement and the Existing Credit Facility. The obligations and other liabilities under the Existing Credit Facility are continuing obligations of such Borrowers and are hereby agree that upon acknowledged and ratified by such Borrowers, and nothing herein shall be construed to deem such obligations and other liabilities paid, or to release or terminate any Lien given to secure such indebtedness or any guaranty thereof. In addition, any Borrower which was not party to the effectiveness Existing Loan Agreement or the Other Documents (as defined therein) prior to its execution hereof, agrees to be bound by the terms hereof, and by its execution of this Agreement, joins in and assumes the terms obligations and provisions other liabilities of a “Borrower” hereunder and under the Existing Agreement shall be and hereby are amended and restated in their entirety by the terms and conditions of this Agreement and the terms and provisions of the Existing Agreement, except as otherwise provided herein, shall be superseded by this AgreementOther Documents. Notwithstanding the amendment and restatement of the Existing Agreement by this Agreement, the Borrowers shall continue to be liable All references to the Agent “Loan Agreement” or words of like import in any document, instrument or agreement executed and the Existing Lender with respect to (and to the extent of) agreements on the part of the Borrowers under the Existing Agreement to indemnify and hold harmless the Agent and the Existing Lender from and against all claims, demands, liabilities, damages, losses, costs, charges and expenses to which the Agent and the Existing Lender may be subject arising delivered in connection with the Existing AgreementCredit Facility shall be deemed to refer to this Agreement as this Agreement may be further amended, restated, supplemented or extended. This Nothing contained in this Agreement is given will be construed as a substitution of, and not as a payment of, the obligations waiving any continuing Default or Event of Borrowers Default under the Existing Loan Agreement and is not intended or will affect or impair any right, power, or remedy of Agent or Lenders under or with respect to constitute a novation such continuing Default or Event of Default. Any such continuing Default or Event of Default shall remain in effect except to the extent this Agreement has amended the provisions of the Existing Agreement. Except as otherwise selected by Loan Agreement to delete the Borrowers by delivery term of a Borrowing Notice or Interest Rate Selection Notice prior to the Closing Date in accordance with the terms hereof, upon the effectiveness of this Agreement all amounts outstanding and owing by Borrowers under the Existing Loan Agreement as which was the basis for such continuing Default or Event of the Closing Date, as determined by the Lenders, shall constitute Base Rate Loans hereunder if such outstanding amounts were Base Rate Loans under the Existing Agreement, and shall constitute Eurodollar Rate Loans hereunder if such outstanding amounts were Eurodollar Rate Loans under the Existing Agreement. Except as otherwise provided for by the Borrowers by delivery to the Agent of an Application and Agreement for Letters of Credit prior to the Closing Date in accordance with the terms hereof, upon the effectiveness of this Agreement, all Letters of Credit issued for the account of the Borrowers under the Existing Agreement as of the Closing Date shall constitute Letters of Credit hereunderDefault.

Amendment and Restatement. The BorrowersThis Agreement amends and restates in its entirety the 2014 Credit Agreement; and the Loan Parties confirm that the 2014 Credit Agreement, the other Loan Documents and the Collateral for the Obligations thereunder (as all such capitalized terms are defined in the 2014 Credit Agreement) have at all times, since the date of the execution and delivery of such documents, remained in full force and effect and continued to secure such obligations which are continued as the Obligations hereunder as amended hereby; and all such Collateral (as defined in the 2014 Credit Agreement) shall continue to secure the Obligations hereunder. The Loans hereunder are a continuation of the Loans under (and as such terms are defined in) the 2014 Credit Agreement. The Loan Parties, the Administrative Agent and the Lenders hereby acknowledge and agree that upon the effectiveness of this Agreement, the terms and provisions of the Existing Agreement shall be and hereby are amended and restated in their entirety by the terms and conditions of this Agreement and the terms and provisions of the Existing Agreement, except as otherwise provided herein, shall be superseded by this Agreement. Notwithstanding the amendment and restatement of the Existing 2014 Credit Agreement by this Agreement, the Borrowers shall continue to be liable to the Agent and the Existing Lender with respect to (and to the extent of) agreements on the part of the Borrowers under the Existing Agreement to indemnify and hold harmless the Agent and the Existing Lender from and against all claims, demands, liabilities, damages, losses, costs, charges and expenses to which the Agent and the Existing Lender may be subject arising in connection with the Existing Agreement. This Agreement is given as a substitution of, and not as a payment of, the obligations of Borrowers under the Existing Agreement and is not intended to constitute constitute, nor does it constitute, a novation novation, interruption, suspension of continuity, satisfaction, discharge or termination of the Existing Agreement. Except obligations, loans, liabilities, or indebtedness under the 2014 Credit Agreement and the other Loan Documents (as otherwise selected by such term is defined therein) thereunder or the Borrowers by delivery of a Borrowing Notice or Interest Rate Selection Notice prior collateral security therefor and this Agreement and the other Loan Documents are entitled to all rights and benefits originally pertaining to the Closing Date in accordance with 2014 Credit Agreement and the terms hereofother Loan Documents (as such term is defined therein). For the avoidance of doubt, the Loan Parties, the Administrative Agent and the Lenders acknowledge and agree that upon the effectiveness execution of this Agreement all amounts outstanding and owing by Borrowers under the Existing Agreement as of the Closing Date, as determined by the Lendersparties hereto, Hallador Energy Company shall constitute Base Rate Loans be the Borrower hereunder if such outstanding amounts were Base Rate Loans under the Existing Agreementand shall no longer be, and is hereby released as, a Guarantor under this Agreement and any other Loan Document (but shall constitute Eurodollar Rate Loans be bound as a Borrower), and Sunrise Coal, LLC shall be a Guarantor hereunder if such outstanding amounts were Eurodollar Rate Loans and shall no longer be, and is hereby released as, the Borrower under the Existing Agreementthis Agreement and any other Loan Documents (but shall be bound as a Guarantor). Except as otherwise provided for by the Borrowers by delivery to the Agent of an Application and Agreement for Letters of Credit prior to the Closing Date in accordance with the terms hereof, upon the effectiveness of this Agreement, all Letters of Credit issued for the account of the Borrowers under the Existing Agreement as of the Closing Date shall constitute Letters of Credit hereunder.RESTATED CREDIT AGREEMENT]

Amendment and Restatement. The BorrowersOn the date hereof (the “Restatement Date”), the Agent and the Lenders hereby agree that upon the effectiveness of this Agreement, the terms and provisions of the Existing Original Revolving Loan Agreement shall be amended, restated and hereby are amended and restated in their entirety by the terms and conditions of this Agreement and the terms and provisions of the Existing Agreement, except as otherwise provided herein, shall be superseded by this Agreement. Notwithstanding the amendment The parties hereto acknowledge and restatement of the Existing Agreement by agree that (a) this Agreement, the Borrowers shall continue Revolving Credit Notes delivered pursuant to be liable to this Agreement (the Agent “Restated Notes”) and the Existing Lender with respect to (other Financing Agreements executed and to the extent of) agreements on the part delivered in connection herewith do not constitute a novation, payment and reborrowing, or termination of the Borrowers “Liabilities” (as defined in the Original Revolving Loan Agreement) under the Existing Original Revolving Loan Agreement to indemnify and hold harmless the Agent and the Existing Lender from and against all claims, demands, liabilities, damages, losses, costs, charges and expenses to which the Agent and the Existing Lender may be subject arising as in connection with the Existing Agreement. This Agreement is given as a substitution of, and not as a payment of, the obligations of Borrowers under the Existing Agreement and is not intended to constitute a novation of the Existing Agreement. Except as otherwise selected by the Borrowers by delivery of a Borrowing Notice or Interest Rate Selection Notice effect prior to the Closing Date Restatement Date; (b) such “Liabilities” are in accordance all respects continuing with only the terms hereof, thereof being amended and modified as provided in this Agreement; (c) the Liens granted in the Collateral pursuant to the Financing Agreements securing payment of such “Liabilities” are in all respects continuing and in full force and effect and secure the payment of the Liabilities (as defined in this Agreement) and are hereby fully ratified and affirmed; and (d) upon the effectiveness of this Agreement all amounts loans outstanding and owing by Borrowers under the Existing Original Revolving Loan Agreement as of the Closing Date, as determined by the Lenders, shall constitute Base Rate Loans hereunder if such outstanding amounts were Base Rate Loans under the Existing Agreement, and shall constitute Eurodollar Rate Loans hereunder if such outstanding amounts were Eurodollar Rate Loans under the Existing Agreement. Except as otherwise provided for by the Borrowers by delivery to the Agent of an Application and Agreement for Letters of Credit prior to the Closing Date in accordance with the terms hereof, upon immediately before the effectiveness of this Agreement will be part of the Loans hereunder on the terms and conditions set forth in this Agreement. Without limitation on the foregoing, all Letters of Credit issued for the account each of the Borrowers under the Existing Agreement as hereby fully and unconditionally ratifies and affirms all of the Closing Date Financing Agreements, as amended, and agrees that all security interests granted to CIBC or the Administrative Agent in the Collateral thereunder shall constitute Letters from and after the date hereof secure all Liabilities hereunder but in favor of Credit hereunder.the Administrative Agent for the ratable benefit of the Lenders and the Administrative Agent. Notwithstanding the modifications effected by this Agreement of the representations, warranties and covenants of the Borrowers contained in the Original Revolving Loan Agreement, each of the Borrowers acknowledges and agrees that any choses in action or other rights created in favor of CIBC or the Administrative Agent and its -132-

Amendment and Restatement. The Borrowersundersigned Xxxxxxx, to the Agent and the Lenders hereby agree that upon the effectiveness of this Agreement, the terms and provisions of extent a party to the Existing Revolving Credit Agreement shall be (the “Existing Lenders”), agree and hereby are amended and restated acknowledge that in their entirety by the terms and conditions of this Agreement and the terms and provisions of the Existing Agreement, except as otherwise provided herein, shall be superseded by this Agreement. Notwithstanding connection with the amendment and restatement of the Existing Revolving Credit Agreement by this Agreementpursuant hereto, the Borrowers shall continue to be liable to Borrower, the Administrative Agent and the Existing Lenders shall make adjustments to (i) the outstanding principal amount of “Revolving Loans” (as defined in the Existing Revolving Credit Agreement), but not any interest accrued thereon prior to the Effective Date or any accrued facility fees under the Existing Revolving Credit Agreement prior to the Effective Date, including the borrowing of such additional “Revolving Loans” (which may include “SOFR Loans”, as defined in the Existing Revolving Credit Agreement) and the repayment of “Revolving Loans” thereunder (which may include the prepayment or conversion of “SOFR Loans” thereunder) plus all applicable accrued interest, fees and expenses as shall be necessary to provide for Revolving Loans by each Lender in the amount of its new Applicable Percentage of all Revolving Loans as of the Effective Date, and (ii) participations in any outstanding “Letters of Credit” (as defined in the Existing Revolving Credit Agreement) issued under the Existing Revolving Credit Agreement, including the Letter of Credit listed on Schedule III attached hereto (the “Existing Letters of Credit”) to provide for each Lender’s participation in such Existing Letters of Credit equal to such Lender’s new Applicable Percentage of the aggregate amount available to be drawn under each such Existing Letter of Credit as of the Effective Date. In connection with the foregoing (a) each Existing Lender shall be deemed to have made an assignment of its outstanding “Revolving Loans” and “Commitments” (as defined in the Existing Revolving Credit Agreement) under the Existing Revolving Credit Agreement, and assumed outstanding Revolving Loans and Commitments of other Existing Lenders under the Existing Revolving Credit Agreement, all at the request of the Borrower, as may be necessary to effect the foregoing, and each Existing Lender hereby waives any right to any reimbursement under Section 2.21 hereof with respect thereto, and (b) each Existing Letter of Credit shall be deemed to be a Letter of Credit issued hereunder as of the Effective Date for all purposes hereof. Each of the undersigned Existing Lenders, waives any requirement under the Existing Revolving Credit Agreement that notice with respect to (and to the extent of) agreements on the part of the Borrowers under the Existing Agreement to indemnify and hold harmless the Agent and the Existing Lender from and against all claimsany such borrowing, demands, liabilities, damages, losses, costs, charges and expenses to which the Agent and the Existing Lender may prepayment or other transaction described in this Section 10.16 be subject arising in connection with the Existing Agreement. This Agreement is given as a substitution of, and not as a payment of, the obligations of Borrowers under the Existing Agreement and is not intended to constitute a novation of the Existing Agreement. Except as otherwise selected by the Borrowers by delivery of a Borrowing Notice or Interest Rate Selection Notice prior to the Closing Date in accordance with the terms hereof, upon the effectiveness of this Agreement all amounts outstanding and owing by Borrowers under the Existing Agreement as of the Closing Date, as determined by the Lenders, shall constitute Base Rate Loans hereunder if such outstanding amounts were Base Rate Loans under the Existing Agreement, and shall constitute Eurodollar Rate Loans hereunder if such outstanding amounts were Eurodollar Rate Loans under the Existing Agreement. Except as otherwise provided for by the Borrowers by delivery to the Agent of an Application and Agreement for Letters of Credit prior to the Closing Date in accordance with the terms hereof, upon the effectiveness of this Agreement, all Letters of Credit issued for the account of the Borrowers under the Existing Agreement as of the Closing Date shall constitute Letters of Credit hereundergiven.

Amendment and Restatement. The BorrowersOn the Restatement Date, the Agent and the Lenders hereby agree that upon the effectiveness of this Agreement, the terms and provisions of the Existing Repurchase Agreement shall be and hereby are amended and restated in their its entirety by this Agreement and (a) all references to the Existing Repurchase Agreement in any Transaction Document other than this Agreement (including in any amendment, waiver or consent) shall be deemed to refer to the Existing Repurchase Agreement as amended and restated hereby, (b) all references to any section (or subsection) of the Existing Repurchase Agreement in any Transaction Document (but not herein) shall be amended to be, mutatis mutandis, references to the corresponding provisions of this Agreement and (c) except as the context otherwise provides, all references to this Agreement in the Existing Repurchase Agreement (including for purposes of indemnification and reimbursement of fees) shall be deemed to be references to the Existing Repurchase Agreement as amended and restated hereby. This Agreement is not intended to constitute, and does not constitute, a novation of the obligations and liabilities under the Existing Repurchase Agreement (including the “Repurchase Obligations” under and as defined therein) or to evidence payment of all or any portion of such obligations and liabilities. On and after the Restatement Date, (a) the Existing Repurchase Agreement shall be of no further force and effect except as amended and restated hereby and except to evidence (i) the incurrence by Seller of the “Repurchase Obligations” under and as defined therein (whether or not any of such “Repurchase Obligations” is contingent as of the Restatement Date), (ii) the representations and warranties made thereunder by Seller prior to the Restatement Date (other than the Citi Asset Representations made by Seller therein with respect to the Initial Transaction Asset) and (iii) any action or omission performed or required to be performed pursuant to the Existing Repurchase Agreement prior to the Restatement Date (including any failure, prior to the Restatement Date, to comply with the covenants contained in the Existing Repurchase Agreement) and (b) the terms and conditions of this Agreement and rights and remedies under the terms and provisions of the Existing Agreement, except as otherwise provided hereinTransaction Documents, shall be superseded by this Agreement. Notwithstanding the amendment and restatement of the Existing Agreement by this Agreement, the Borrowers shall continue apply to be liable to the Agent and the Existing Lender with respect to (and to the extent of) agreements on the part of the Borrowers all Repurchase Obligations incurred under the Existing Agreement to indemnify and hold harmless Repurchase Agreement. Until the Agent and Restatement Date, the Existing Lender from Repurchase Agreement shall remain in full force and against all claimseffect, demands, liabilities, damages, losses, costs, charges and expenses to which the Agent and the Existing Lender may be subject arising in connection with the Existing Agreement. This Agreement is given as a substitution of, and not as a payment of, the obligations of Borrowers under the Existing Agreement and is not intended to constitute a novation of the Existing Agreement. Except as otherwise selected by the Borrowers by delivery of a Borrowing Notice or Interest Rate Selection Notice prior to the Closing Date in accordance with the terms hereof, upon the effectiveness of this Agreement all amounts outstanding and owing by Borrowers under the Existing Agreement as of the Closing Date, as determined by the Lenders, shall constitute Base Rate Loans hereunder if such outstanding amounts were Base Rate Loans under the Existing Agreement, and shall constitute Eurodollar Rate Loans hereunder if such outstanding amounts were Eurodollar Rate Loans under the Existing Agreement. Except as otherwise provided for by the Borrowers by delivery to the Agent of an Application and Agreement for Letters of Credit prior to the Closing Date in accordance with the terms hereof, upon the effectiveness of this Agreement, all Letters of Credit issued for the account of the Borrowers under the Existing Agreement as of the Closing Date shall constitute Letters of Credit hereunderits terms.

Amendment and Restatement. The Borrowers, This Agreement shall become effective on the Agent Restatement Effective Date and the Lenders hereby agree that upon the effectiveness of this Agreement, the terms and shall supersede all provisions of the Existing Receivables Purchase Agreement shall be and hereby are amended and restated in their entirety by the terms and conditions as of this Agreement and the terms and provisions of the Existing Agreement, except as otherwise provided herein, shall be superseded by this Agreement. Notwithstanding the amendment and restatement of the Existing Agreement by this Agreement, the Borrowers shall continue to be liable to the Agent such date and the Existing Lender with respect Receivables Purchase Agreement shall thereafter be of no further force and effect, except to evidence (and to i) the extent of) agreements on the part incurrence by each of the Borrowers Seller and the Servicer of the obligations under the Existing Receivables Purchase Agreement to indemnify (whether or not such obligations are contingent as of the Restatement Effective Date), (ii) the representations and hold harmless warranties made by each of the Agent Seller and the Servicer prior to the Restatement Effective Date and (iii) any action or omission performed or required to be performed pursuant to such Existing Lender from Receivables Purchase Agreement prior to the Restatement Effective Date. From and against after the Restatement Effective Date all claims, demands, liabilities, damages, losses, costs, charges and expenses references made to which the Agent and the Existing Lender may Receivables Purchase Agreement in any Transaction Document or in any other instrument or document shall, without further action, be subject arising in connection with the Existing deemed to refer to this Agreement. This Agreement is given as a substitution of, amends and not as a payment of, the obligations of Borrowers under restates the Existing Receivables Purchase Agreement and is not intended to constitute be or operate as a novation or an accord and satisfaction of the Existing Receivables Purchase Agreement or the obligations and liabilities of Seller evidenced or provided for thereunder. Without limiting the generality of the foregoing, the Seller agrees that notwithstanding the execution and delivery of this Agreement, the security interest, lien, collateral security or supporting obligations previously granted to the Administrative Agent in its individual capacity pursuant to the Transaction Documents shall be and remain in full force and effect and that any rights and remedies of the Administrative Agent in its individual capacity thereunder and obligations of the Seller thereunder shall be and remain in full force and effect, shall not be affected, impaired or discharged thereby and shall secure all of Seller’s Guaranteed Obligations and liabilities to Administrative Agent and the Purchasers under the Existing Receivables Purchase Agreement as amended and restated hereby. Without limiting the foregoing, the parties to this Agreement hereby acknowledge and agree that the “Receivables Purchase Agreement” referred to in the Transaction Documents shall from and after the date hereof be deemed references to this Agreement. Except On the Restatement Effective Date, all outstanding Capital of the Purchaser under the Existing Receivables Purchase Agreement (collectively, the “Outstanding Capital”) shall be deemed automatically and immediately converted into outstanding Capital of the Purchaser in the Sold Receivables set forth on the Initial Schedule of Sold Receivables accruing Yield based on Daily Simple SOFR plus the applicable SOFR Adjustment (collectively, the “Converted Investments”), and, for the avoidance of doubt, all Yield and Fees (each as otherwise selected by defined in and calculated in accordance with the Borrowers by delivery Existing Receivables Purchase Agreement), accrued and unpaid under the Existing Receivables Purchase Agreement as of a Borrowing Notice or Interest Rate Selection Notice prior the Restatement Effective Date, and Breakage Fees (as defined in and calculated in accordance with the Existing Receivables Purchase Agreement), if any, with respect to the Closing conversion of the Outstanding Capital into the Converted Investments, shall be due and payable on the first Settlement Date that occurs after the Restatement Effective Date in accordance with the terms hereofand priorities for payment set forth in Section 4.01 (with such Yield, upon Fees and Breakage Fees accorded the effectiveness of same priorities for payment as Yield, Fees and Breakage Fees under this Agreement). In Witness Whereof, the parties have caused this Agreement all amounts outstanding and owing to be executed by Borrowers under the Existing Agreement their respective officers thereunto duly authorized, as of the Closing Datedate first above written. Warner Bros. Discovery Receivables Funding, LLC By: /s/ Fraser Woodford Name: Fraser Woodford Title: Executive Vice President, Treasury and Corporate Finance Xxxxxx Broadcasting System, Inc., as determined the Servicer By: /s/ Fraser Woodford Name: Fraser Woodford Title: Executive Vice President, Treasury and Corporate Finance and Treasurer Third Amended and Restated Receivables Purchase Agreement PNC Bank, National Association, as Administrative Agent By: /s/ Xxxx Xxxx Name: Xxxx Xxxx Title: Senior Vice President PNC Bank, National Association, as Group Agent for the PNC Group By: /s/ Xxxx Xxxx Name: Xxxx Xxxx Title: Senior Vice President PNC Bank, National Association, as a Committed Purchaser By: /s/ Xxxx Xxxx Name: Xxxx Xxxx Title: Senior Vice President PNC Capital Markets LLC, as Structuring Agent and as Sustainability Agent By: /s/ Xxxx Xxxx Name: Xxxx Xxxx Title: Managing Director Third Amended and Restated Receivables Purchase Agreement Exhibit A Form of Investment Request [Letterhead of Seller] [Date] [Administrative Agent] [Group Agents] Re: Investment Request Ladies and Gentlemen: Reference is hereby made to that certain Third Amended and Restated Receivables Purchase Agreement, dated as of July 5, 2022, among Warner Bros. Discovery Receivables Funding, LLC (the “Seller”), Xxxxxx Broadcasting System, Inc., as Servicer (the “Servicer”), the Purchasers party thereto, the Group Agents party thereto, PNC Bank, National Association, as Administrative Agent (in such capacity, the “Administrative Agent”), and PNC Capital Markets LLC, as Structuring Agent and as Sustainability Agent (as amended, supplemented or otherwise modified from time to time, the “Agreement”). Capitalized terms used in this Investment Request and not otherwise defined herein shall have the meanings assigned thereto in the Agreement. This letter constitutes an Investment Request pursuant to Section 2.02(a) of the Agreement. The Seller hereby request an Investment of Capital in the aggregate amount of [$_______] to be made on [_____, 202_] (of which $[___] of Capital will be funded by the Lenders, shall constitute Base Rate Loans hereunder if such outstanding amounts were Base Rate Loans under the Existing Agreement, PNC Group and shall constitute Eurodollar Rate Loans hereunder if such outstanding amounts were Eurodollar Rate Loans under the Existing Agreement. Except as otherwise provided for $[___] of Capital will be funded by the Borrowers by delivery [___] Group. Such Capital should be deposited to [Account number], at [Name, Address and ABA Number of Bank]. After giving effect to such Investment, the Agent of an Application Aggregate Capital will be [$_______]. The Seller hereby represents and Agreement for Letters of Credit prior to the Closing Date in accordance with the terms hereof, upon the effectiveness of this Agreement, all Letters of Credit issued for the account of the Borrowers under the Existing Agreement warrants as of the Closing Date shall constitute Letters of Credit hereunder.date hereof, and after giving effect to such Investment, as follows:

Amendment and Restatement. The Borrowers(a) This Agreement amends, restates, replaces and supersedes in its entirety the Agent Prior Agreement; provided, however, nothing contained herein shall impair the liens and security interests established or continued by the Lenders hereby agree that upon the effectiveness of this Prior Agreement, which liens and security interests shall continue in full force and effect. All “Pledged Mortgage Loans” (as defined in the terms and provisions of the Existing Agreement shall be and hereby Prior Agreement) which are amended and restated in their entirety owned by the terms Borrower and conditions of this Agreement and included in the terms and provisions of “Borrowing Base” (as defined in the Existing Prior Agreement, except as otherwise provided herein, shall be superseded by this Agreement. Notwithstanding the amendment and restatement of the Existing Agreement by this Agreement, the Borrowers shall continue to be liable to the Agent and the Existing Lender with respect to (and to the extent of) agreements on the part of the Borrowers under the Existing Agreement to indemnify and hold harmless the Agent and the Existing Lender from and against all claims, demands, liabilities, damages, losses, costs, charges and expenses to which the Agent and the Existing Lender may be subject arising in connection with the Existing Agreement. This Agreement is given as a substitution of, and not as a payment of, the obligations of Borrowers under the Existing Agreement and is not intended to constitute a novation of the Existing Agreement. Except as otherwise selected by the Borrowers by delivery of a Borrowing Notice or Interest Rate Selection Notice prior to the Closing Date in accordance with the terms hereof, upon the effectiveness of this Agreement all amounts outstanding and owing by Borrowers under the Existing Prior Agreement as of the Closing Date, as determined by date hereof (the Lenders“Existing Pledged Mortgage Loans”), shall constitute be included in the Borrowing Base Rate Loans hereunder if such outstanding amounts were Base Rate as Pledged Mortgage Loans under this Agreement as if originally funded with Advances under this Agreement so long as such Existing Pledged Mortgage Loans meet all of the requirements for eligibility and inclusion in the Borrowing Base under this Agreement, provided, however, (a) the Warehouse Periods for such Existing Pledged Mortgage Loans shall commence from the time such Existing Pledged Mortgage Loans were first included in the “Borrowing Base” (as defined in the Prior Agreement) under the Prior Agreement, and (b) such Existing Pledged Mortgage Loans shall constitute Eurodollar Rate be deemed to comply with the requirement of paragraph (l) of the definition of “Eligible Mortgage Loan” under this Agreement if the date of each underlying Mortgage Note for such Existing Pledged Mortgage Loans hereunder if such outstanding amounts were Eurodollar Rate Loans under the Existing Agreement. Except as otherwise provided for by the Borrowers by delivery to the Agent of an Application and Agreement for Letters of Credit was not earlier than 30 days prior to the Closing Date date such Existing Pledged Mortgage Loans were first included in accordance with the terms hereof, upon “Borrowing Base” (as defined in the effectiveness of this Prior Agreement, all Letters of Credit issued for the account of the Borrowers ) under the Existing Agreement as of the Closing Date shall constitute Letters of Credit hereunderPrior Agreement.

Amendment and Restatement. The Borrowersparties hereto agree that, on the Effective Date, the Agent and the Lenders hereby agree that upon the effectiveness of this Agreementfollowing transactions shall be deemed to occur automatically, the terms and provisions of without further action by any party hereto: (a) the Existing Credit Agreement shall be and hereby are deemed to be amended and restated in their its entirety by the terms and conditions of pursuant to this Agreement and the terms and provisions of Credit Agreement; (b) all Obligations (as defined in the Existing Credit Agreement, except as otherwise provided herein, shall be superseded by this Agreement. Notwithstanding the amendment and restatement of the Existing Agreement by this Agreement, the Borrowers shall continue ) owing to be liable to the Agent and the Existing any Lender with respect to (and to the extent of) agreements on the part of the Borrowers that was a lender under the Existing Credit Agreement shall be deemed to indemnify be Obligations outstanding hereunder and hold harmless the Agent and the Existing Lender from and against all claims, demands, liabilities, damages, losses, costs, charges and expenses to which the Agent and the Existing Lender may be subject arising in connection with the Existing Agreement. This this Credit Agreement is given as a substitution of, and shall not as a payment of, the obligations of Borrowers under the Existing Agreement and is not intended to constitute a novation of such Obligations or any of the rights, duties and obligations of the parties hereunder; (c) the Guaranty Obligations (as defined in the Existing Credit Agreement) of the Guarantors (as defined in the Existing Credit Agreement) in favor the Secured Parties pursuant to the Existing Credit Agreement shall remain in full force and effect with respect to the Guaranteed Obligations and are hereby reaffirmed; (d) all Letters of Credit (as defined in the Existing Credit Agreement) outstanding under the Existing Credit Agreement on the Effective Date shall be deemed to be Letters of Credit outstanding on the Effective Date under this Credit Agreement (or shall be backstopped by, Letters of Credit issued under this Credit Agreement or cash collateralized in a manner satisfactory to the issuing banks thereof); and (e) all references in the other Credit Documents to the Existing Credit Agreement shall be deemed to refer without further amendment to this Credit Agreement. Except as otherwise selected by the Borrowers by delivery of a Borrowing Notice or Interest Rate Selection Notice prior The parties hereto further acknowledge and agree that this Credit Agreement constitutes an amendment to the Closing Date Existing Credit Agreement made under and in accordance with the terms hereof, upon the effectiveness of this Agreement all amounts outstanding and owing by Borrowers under the Existing Agreement as of the Closing Date, as determined by the Lenders, shall constitute Base Rate Loans hereunder if such outstanding amounts were Base Rate Loans under the Existing Agreement, and shall constitute Eurodollar Rate Loans hereunder if such outstanding amounts were Eurodollar Rate Loans under the Existing Agreement. Except as otherwise provided for by the Borrowers by delivery to the Agent of an Application and Agreement for Letters of Credit prior to the Closing Date in accordance with the terms hereof, upon the effectiveness of this Agreement, all Letters of Credit issued for the account of the Borrowers under the Existing Agreement as of the Closing Date shall constitute Letters of Credit hereunder.Section 11.6

Amendment and Restatement. The Borrowers(a) This Agreement is intended to amend and restate and supersede and replace in its entirety the Existing Credit Agreement, without novation, with the Agent Commitments set forth herein and the Lenders hereby agree that and L/C Issuers party hereto. Any Lender party to the Existing Credit Agreement not listed in the signature pages hereof shall cease to be a Lender on the Closing Date upon payment of all amounts (except principal) due to it under Section 4.01(d) and all amounts of principal owing to it under Section 10.21(b). Without limiting the effectiveness of this Agreement, the terms and provisions generality of the foregoing, on the Closing Date, each Lender listed on the signature pages hereof not previously party to the Existing Credit Agreement shall be and hereby are amended become a Lender hereunder and restated shall have all of the rights and be obligated to perform all of the obligations of a Lender hereunder to the extent of its Commitment. Notwithstanding anything to the contrary contained in the Existing Credit Agreement, in order to effect the restructuring of the existing credit facilities as contemplated by this Agreement, (i) all existing Letters of Credit under (and as defined in) the Existing Credit Agreement will be deemed to be Letters of Credit in accordance with this Agreement, (ii) all accrued and unpaid interest, and all accrued and incurred and unpaid fees, costs and expenses payable under the Existing Credit Agreement, including all accrued and unpaid Letter of Credit Fees under (and as defined in) Section 2.03(j) of the Existing Credit Agreement, fronting fees under (and as described in ) Section 2.03(k) of the Existing Credit Agreement and all fees and expenses outstanding under Section 10.04(a) and Section 10.04(b) of the Existing Credit Agreement and other similar costs and expenses, will be due and payable on the Closing Date, (iii) all loans and other obligations of the Borrowers outstanding as of the Closing Date under the Existing Credit Agreement shall be deemed to be loans and obligations outstanding under the corresponding facilities described herein, without any further action by any Person, except that the Administrative Agent shall take any such actions as set forth in clause (b) below, (iv) all Base Rate Loans (as defined in the Existing Credit Agreement) then outstanding under the Existing Credit Agreement shall continue as Base Rate Loans under this Agreement subject to the definition of “Base Rate” as defined in this Agreement, (v) all Alternative Currency Loans (as defined in the Existing Credit Agreement) then outstanding under the Existing Credit Agreement shall continue as Alternative Currency Loans in their entirety by respective currencies under this Agreement subject to the terms and conditions of this Agreement and the terms and provisions of the Existing Agreement, except as otherwise provided herein, shall be superseded by this Agreement. Notwithstanding the amendment and restatement of the Existing Agreement by set forth in this Agreement, the Borrowers shall continue to be liable to the Agent and (vi) all Swing Line Loans (as defined in the Existing Lender with respect to (and to the extent ofCredit Agreement) agreements on the part of the Borrowers then outstanding under the Existing Credit Agreement shall continue as Swing Line Loans under this Agreement subject to indemnify the terms hereof and hold harmless (vii) the Agent and Interest Periods for all Eurocurrency Rate Loans (each as defined in the Existing Lender from and against all claims, demands, liabilities, damages, losses, costs, charges and expenses to which the Agent and the Existing Lender may be subject arising in connection with the Existing Credit Agreement. This Agreement is given as a substitution of, and not as a payment of, the obligations of Borrowers ) then outstanding under the Existing Credit Agreement and is not intended to constitute a novation shall terminate and, at the option of the Existing Agreement. Except as otherwise selected by the Borrowers by delivery of Company pursuant to a Borrowing Committed Loan Notice or Interest Rate Selection Swing Line Loan Notice delivered pursuant to Section 4.01 on or prior to the Closing Date in accordance with Date, such Loans shall be converted to either Term SOFR Loans, Base Rate Loans or Alternative Currency Loans, as applicable, under this Agreement subject to the terms hereofhereof (or, upon with respect to the effectiveness alignment of this Agreement all amounts outstanding any Interest Period on the Closing Date, as set forth in the applicable Committed Loan Notice). Each party hereto acknowledges and owing by Borrowers agrees that, on and after the Closing Date, the Applicable Rate applicable to any Loan shall be as set forth in the definition of “Applicable Rate” in Section 1.01, without regard to any margin applicable thereto under the Existing Credit Agreement prior to the Closing Date, and each Lender party hereto consents to any early termination of any Interest Periods (as defined in the Existing Credit Agreement) as contemplated by the foregoing clause (vii) and agrees to waive any amounts to which it might otherwise be entitled under Section 3.05 of the Existing Credit Agreement solely in connection therewith. The Letters of Credit (undrawn or drawn but as yet unreimbursed as of the Closing Date, as determined by the Lenders, shall constitute Base Rate Loans hereunder if such ) outstanding amounts were Base Rate Loans under the Existing AgreementCredit Agreement on the Closing Date, and shall constitute Eurodollar Rate Loans hereunder if such outstanding amounts were Eurodollar Rate Loans under which are specified on Schedule 1.02, shall, following the Existing Agreement. Except satisfaction of all conditions precedent as otherwise provided for by the Borrowers by delivery set forth in Section 4.01 to the Agent of an Application and Agreement for Letters of initial Credit prior Extension hereunder, be deemed to the Closing Date in accordance with the terms hereof, upon the effectiveness of this Agreement, all constitute Letters of Credit issued for hereunder in the account of same manner and subject to the Borrowers under the Existing Agreement same terms and conditions as of the Closing Date shall constitute if issued initially as Letters of Credit hereunderpursuant to Section 2.03.

Amendment and Restatement. The Borrowers, the Administrative Agent and the Lenders hereby agree that upon the effectiveness of this Agreement, the terms and provisions of the Existing Original Agreement shall be and hereby are amended and restated in their entirety by the terms and conditions of this Agreement and the terms and provisions of the Existing Original Agreement, except as otherwise provided herein, shall be superseded by this Agreement. Notwithstanding the amendment and restatement of the Existing Original Agreement by this Agreement, the Borrowers shall continue to be liable to the Administrative Agent and the Existing Lender Lenders with respect to (and to the extent of) agreements on the part of the Borrowers under Section 11.11 of the Existing Original Agreement to indemnify and hold harmless the Administrative Agent and the Existing Lender Lenders from and against all claims, demands, liabilities, damages, losses, costs, charges and expenses to which the Administrative Agent and the Existing Lender Lenders may be subject arising in connection with the Existing Original Agreement. This Agreement is given as a substitution of, and not as a payment of, the obligations of Borrowers under the Existing Original Agreement and is not intended to constitute a novation of the Existing Original Agreement. Except as otherwise selected by the Borrowers by delivery of a Borrowing Notice or Interest Rate Selection Notice interest rate selection notice prior to the Closing Date in accordance with the terms hereof, upon the effectiveness of this Agreement all amounts outstanding and owing by Borrowers under the Existing Original Agreement as of the Closing Date, as determined by the Lenders, shall constitute Base Rate Loans Advances hereunder if such outstanding amounts were accruing interest with respect to the Base Rate Loans under the Existing Original Agreement, and at the Base Rate hereunder. The Borrowers shall constitute Eurodollar Rate Loans hereunder if such outstanding amounts were Eurodollar Rate Loans under the Existing Agreement. Except as otherwise provided for by the Borrowers by delivery furnish to the Administrative Agent a notice pursuant to Section 2.11 for existing Loans and Borrowing Notices for additional Loans as may be required in connection with the allocation of an Application and Agreement for Letters of Credit prior to the Closing Date Loans among Lenders in accordance with the terms hereof, their Applicable Commitment Percentages. This Agreement shall become effective upon the effectiveness of this Agreement, all Letters of Credit issued for the account execution of the Borrowers under Agreement by the Existing Agreement as Borrowers, the Agent and the Required Lenders and the satisfaction of the Closing Date shall constitute Letters of Credit hereunderconditions set forth in Section 5.01.

Amendment and Restatement. The BorrowersEffective as of the Closing Date, the Agent and the Lenders hereby agree that upon the effectiveness of this Agreement, the terms and provisions of the Existing Credit Agreement shall be and hereby are amended and restated in their its entirety by this Agreement and the Existing Credit Agreement shall thereafter be of no further force and effect except to evidence the incurrence by the Borrower of the “Obligations” under and as defined in the Existing Credit Agreement (whether or not such “Obligations” are contingent as of the Closing Date).The terms and conditions of this Agreement and the terms rights and provisions remedies of the Administrative Agent and the Lenders under this Agreement and the other Loan Documents shall apply to all of the Obligations incurred under the Existing Credit Agreement; provided that, for the avoidance of doubt, Existing Commitment Fees, Existing Letter of Credit Fees and Existing Interest shall be payable hereunder in accordance with the second paragraph of Section 2.1.1. [Revolving Credit Loans]. On and after the Closing Date, (i) all references to the Credit Agreement in the Loan Documents (other than this Agreement) shall be deemed to refer to this Agreement and (ii) all references to any section (or subsection) of the Existing Agreement, except as otherwise provided Credit Agreement in any Loan Document (but not herein, ) shall be superseded by amended to become, mutatis mutandis, references to the corresponding provisions of this Agreement. Notwithstanding The parties hereto acknowledge and agree that the amendment and restatement Liens securing payment of the “Obligations” as defined in the Existing Agreement by this Loan Agreement, shall from and after the Borrowers shall continue to be liable to Closing Date secure the payment and performance of all Obligations for the benefit of the Collateral Agent and the Existing Lender with respect Secured Parties, and all such Liens shall continue in full force and effect after giving effect to (this Agreement and to the extent of) agreements on the part are hereby confirmed and reaffirmed by each of the Borrowers under Loan Parties. The parties hereto further acknowledge and agree that all “Security Documents” as defined in the Existing Credit Agreement to indemnify (including all Mortgages and hold harmless Control Agreements) shall remain in full force and effect after the Closing Date in favor of and for the benefit of the Collateral Agent and the Existing Lender from Secured Parties (with each reference therein to the collateral agent, the credit agreement or a loan document being a reference to the Collateral Agent, this Agreement or the other Loan Documents, as applicable), and against all claimseach Loan Party hereby confirms and ratifies its obligations thereunder. In furtherance of the foregoing, demands, liabilities, damages, losses, costs, charges and expenses to which the Collateral Agent and the Existing Lender may be subject arising is hereby appointed as Collateral Agent in connection with the Existing Agreementforegoing, and shall be entitled to all of the benefits, rights, privileges and immunities hereunder and under the other Loan Documents with respect to the foregoing. This amendment and restatement is limited as written and is not a consent to any other amendment, restatement or waiver or other modification, whether or not similar and, except as expressly provided herein or in any other Loan Document, all terms and conditions of the Loan Documents remain in full force and effect unless otherwise specifically amended hereby or by any other Loan Document. This Agreement is given as a substitution of, and shall not as a payment of, the obligations of Borrowers under the Existing Agreement and is not intended to constitute a novation of the Existing Agreement. Except Credit Agreement or of any other Loan Document (as otherwise selected by the Borrowers by delivery of a Borrowing Notice or Interest Rate Selection Notice prior to the Closing Date defined in accordance with the terms hereof, upon the effectiveness of this Agreement all amounts outstanding and owing by Borrowers under the Existing Agreement as of the Closing Date, as determined by the Lenders, shall constitute Base Rate Loans hereunder if such outstanding amounts were Base Rate Loans under the Existing Credit Agreement, and shall constitute Eurodollar Rate Loans hereunder if such outstanding amounts were Eurodollar Rate Loans under the Existing Agreement. Except as otherwise provided for by the Borrowers by delivery to the Agent of an Application and Agreement for Letters of Credit prior to the Closing Date in accordance with the terms hereof, upon the effectiveness of this Agreement, all Letters of Credit issued for the account of the Borrowers under the Existing Agreement as of the Closing Date shall constitute Letters of Credit hereunder).

Amendment and Restatement. The Borrowers54 6 EXHIBITS Exhibit A Form of Assignment and Acceptance Exhibit B Form of Informal Borrowing Base Certificate Exhibit C Form of Replacement Promissory Note Exhibit D Intentionally Omitted Exhibit E Intentionally Omitted Exhibit F Form of Notice of Borrowing Exhibit G Form of Opinion of Counsel SCHEDULES Schedule 1 Schedule of Lending Offices (Domestic and Eurocurrency) Schedule 2 Schedule of Pending Litigation Schedule 3 Schedule of Existing Debt and Guarantees Schedule 4 Schedule of Existing Liens Schedule 5 Schedule of Existing Investments Schedule 6 Schedule of Transactions with Affiliates Schedule 7 Schedule of Subsidiaries Schedule 8 Schedule of Payment Offices for Alternative Currencies. Schedule 9 Schedule of Commitments 7 AMENDED AND RESTATED MULTICURRENCY CREDIT AGREEMENT (the "Agreement") dated as of March 31, 1999 by and among LECRXX XXXPORATION, a Delaware corporation (the "Borrower"), the Agent banks (the "Lenders") listed on the signature pages hereof, and THE CHASE MANHATTAN BANK ("Chase") as agent (the "Agent") for the Lenders hereunder. The Borrower, the Lenders and the Lenders hereby agree that upon the effectiveness Agent are parties to a Multicurrency Credit Agreement dated as of this AgreementDecember 12, 1995 (as amended from time to time, the terms "Existing Credit Agreement"). The Borrower, the Lenders and provisions of the Agent have agreed to amend and restate the Existing Credit Agreement shall be so as to, among other things, amend the aggregate of Lenders' Commitments and hereby are amended and restated in their entirety by the terms and conditions of this Agreement and the terms and amend certain provisions of the Existing Agreement. The Borrower, except Lenders and the Agent intend that this Amended and Restated Credit Agreement and the Amended and Restated Promissory Notes (the "Notes", as otherwise provided herein, shall be superseded by this Agreement. Notwithstanding the amendment and restatement defined below) executed in connection herewith not effect a novation of obligations of the Existing Agreement by this Agreement, the Borrowers shall continue to be liable to the Agent and the Existing Lender with respect to (and to the extent of) agreements on the part of the Borrowers Borrower under the Existing Credit Agreement to indemnify and hold harmless the Agent and the Existing Lender from and against all claimsnotes issued pursuant thereto, demands, liabilities, damages, losses, costs, charges and expenses to which the Agent and the Existing Lender may be subject arising in connection with the Existing Agreement. This Agreement is given as but merely constitute a substitution ofrestatement, and not as a payment ofwhere applicable, the obligations of Borrowers under the Existing Agreement and is not intended to constitute a novation of the Existing Agreement. Except as otherwise selected by the Borrowers by delivery of a Borrowing Notice or Interest Rate Selection Notice prior an amendment to the Closing Date in accordance with the terms hereof, upon the effectiveness of this Agreement all amounts outstanding and owing by Borrowers under the Existing Agreement as of the Closing Date, as determined by the Lenders, shall constitute Base Rate Loans hereunder if governing such outstanding amounts were Base Rate Loans under the Existing Agreement, and shall constitute Eurodollar Rate Loans hereunder if such outstanding amounts were Eurodollar Rate Loans under the Existing Agreement. Except as otherwise provided for by the Borrowers by delivery to the Agent of an Application and Agreement for Letters of Credit prior to the Closing Date in accordance with the terms hereof, upon the effectiveness of this Agreement, all Letters of Credit issued for the account of the Borrowers under the Existing Agreement as of the Closing Date shall constitute Letters of Credit hereunderobligations.

Amendment and Restatement. The Borrowers(a) On the Effective Date, the Agent Original Credit Agreement shall be amended and restated in its entirety in the Lenders hereby agree that upon form of this Agreement and (a) all references to the effectiveness Original Credit Agreement in any Loan Document other than this Agreement (including in any amendment, waiver or consent) shall be deemed to refer to the Original Credit Agreement as amended and restated hereby, (b) all references to any section (or subsection) of the Original Credit Agreement in any Loan Document other than this Agreement shall be amended to be, mutatis mutandis, references to the corresponding provisions of this Agreement, (c) except as the terms context otherwise provides, all references to this Agreement herein (including for purposes of indemnification and provisions reimbursement of the Existing Agreement fees) shall be and hereby are deemed to be reference to the Original Credit Agreement as amended and restated in their entirety by hereby and (d) the Borrower hereby (i) ratifies and reaffirms all of its obligations under each of the Loan Documents (as amended hereby) to which it is a party and (ii) acknowledges and agrees that subsequent to, and taking into account all of the terms and conditions of this Agreement Agreement, each Loan Document to which it is a party shall remain in full force and effect in accordance with the terms thereof and provisions shall not be impaired or limited by the execution and delivery of the Existing Agreement, except as otherwise provided herein, shall be superseded by this Agreement. Notwithstanding the amendment and restatement of the Existing Agreement by this Agreement, the Borrowers shall continue to be liable to the Agent and the Existing Lender with respect to (and to the extent of) agreements on the part of the Borrowers under the Existing Agreement to indemnify and hold harmless the Agent and the Existing Lender from and against all claims, demands, liabilities, damages, losses, costs, charges and expenses to which the Agent and the Existing Lender may be subject arising in connection with the Existing Agreement. This Agreement is given as a substitution of, and not as a payment of, the obligations of Borrowers under the Existing Agreement and is not intended to constitute constitute, and does not constitute, a novation of the Existing Agreement. Except as otherwise selected by the Borrowers by delivery of a Borrowing Notice or Interest Rate Selection Notice prior to the Closing Date in accordance with the terms hereof, upon the effectiveness of this Agreement all amounts outstanding obligations and owing by Borrowers liabilities under the Existing Original Credit Agreement (including the Obligations) or to evidence, and does not evidence, payment of all or any portion of such obligations and liabilities. (b) On and after the Effective Date, (i) the Original Credit Agreement shall be of no further force and effect except to evidence the incurrence by Borrower of the “Obligations” under and as such term is defined therein (whether or not such “Obligations” are contingent as of the Effective Date) and (ii) all “Obligations” under the Original Credit Agreement as of the Closing Date, Effective Date shall be deemed to be Obligations as determined by the Lenders, shall constitute Base Rate Loans hereunder if defined herein (whether or not such outstanding amounts were Base Rate Loans under the Existing Agreement, and shall constitute Eurodollar Rate Loans hereunder if such outstanding amounts were Eurodollar Rate Loans under the Existing Agreement. Except as otherwise provided for by the Borrowers by delivery to the Agent of an Application and Agreement for Letters of Credit prior to the Closing Date in accordance with the terms hereof, upon the effectiveness of this Agreement, all Letters of Credit issued for the account of the Borrowers under the Existing Agreement “Obligations” are contingent as of the Closing Date shall constitute Letters of Effective Date). [Signature pages follow] [Signature Page to the Credit hereunderAgreement] BROOKFIELD TK BLOCK ACQUISITION LP, as a Lender By: BROOKFIELD CAPITAL PARTNERS (BERMUDA) LTD., its general partner By: Name: Title: Xxxxx Xxxx Director [Signature Page to the Credit Agreement] BROOKFIELD TK LOAN 2 LP, as a Lender By: BROOKFIELD CAPITAL PARTNERS (BERMUDA) LTD., its general partner By: Name: Title: Xxxxx Xxxx Director Schedule 1 Individuals with Knowledge 1. Xxxxx Xxxxx 2. Xxxxxxx Xxxxxxx 3. Jan Rune Steinsland 4. Xxxxxx Xxxxxxxxx Schedule 2.01(a) Commitments Lender Commitment Percentage Brookfield TK Loan LP $100,000,000 50.0% Brookfield TK Block Acquisition LP $25,000,000 12.5% Brookfield TK Loan 2 LP $75,000,000 37.5% TOTAL: $200,000,000 100% Schedule 2.01(b) Repurchasing Commitments Lender Commitment Percentage Brookfield TK Loan 2 LP $25,000,000 100% TOTAL: $25,000,000 100%

Amendment and Restatement. The Borrowers, the Agent and the Lenders hereby agree that upon the effectiveness of this Agreement, the terms and provisions of the Existing Agreement shall be and hereby are amended and restated in their entirety by the terms and conditions of this Agreement and the terms and provisions of the Existing Agreement, except as otherwise provided herein, shall be superseded by this Agreement. Notwithstanding In order to facilitate the amendment and restatement contemplated by this Agreement and otherwise to effectuate the desires of the Loan Parties, the Administrative Agent and the Lenders: (a) Simultaneously with the Closing Date, but immediately prior to giving effect to Section 1.10(d), the parties hereby agree that the Commitments and Applicable Percentages (as defined in the Existing Credit Agreement) of each of the Lenders shall be as set forth on Schedule 2.01, and (i) the Outstanding Amounts of each Lender’s Committed Loans (as defined in the Existing Credit Agreement) and (ii) the aggregate Outstanding Amount of each Tranche 1 Lender’s participation in L/C Obligations and Swing Line Loans shall, in each case, be reallocated as outstanding Committed Loans hereunder in accordance with such Commitments and outstanding participations in L/C Obligations and Swing Line Loans hereunder in accordance with such Commitments, as applicable, and the requisite assignments shall be deemed to be made in such amounts from (A) each Tranche 1 Lender to each other Tranche 1 Lender and (B) each Tranche 2 Lender to each other Tranche 2 Lender (and, if necessary, to (x) Tranche 1 Lenders hereunder from Tranche 1 Lenders under, and as defined in, the Existing Credit Agreement and (y) Tranche 2 Lenders hereunder from Tranche 2 Lenders under, and as defined in, the Existing Credit Agreement, in each case, who elect not to become Tranche 1 Lenders or Tranche 2 Lenders, as applicable, under this Agreement or who reduce their commitments in connection with this Agreement), with the same force and effect as if such assignments were evidenced by applicable Assignments and Assumptions (as defined in the Existing Credit Agreement) under the Existing Credit Agreement, but without the payment of any related assignment fee; provided that the Existing Lenders who are Lenders under this Agreement hereby waive any notice requirements pursuant to Section 2.05 of the Existing Credit Agreement by in connection with any prepayment that may occur or may be deemed to occur thereunder in connection with this Section 1.10(a). For the avoidance of doubt, simultaneously with the Closing Date, the parties hereby agree that each Swing Line Loan outstanding under, and as defined in, the Existing Credit Agreement as of such date shall continue as a Swing Line Loan hereunder and each “Letter of Credit” outstanding under, and as defined in, the Existing Credit Agreement as of such date and identified as an “Existing Letter of Credit” hereunder shall continue as a Letter of Credit hereunder. (b) Notwithstanding anything to the contrary in the Existing Credit Agreement or in this Agreement, the Borrowers no other documents or instruments, including any Assignment and Assumption, shall continue be, or shall be required to be liable to the Agent and the Existing Lender with respect to (and to the extent of) agreements on the part of the Borrowers under the Existing Agreement to indemnify and hold harmless the Agent and the Existing Lender from and against all claimsbe, demands, liabilities, damages, losses, costs, charges and expenses to which the Agent and the Existing Lender may be subject arising executed in connection with the Existing Agreement. This Agreement is given as a substitution ofassignments set forth in Section 1.10(a) above (all of which requirements are hereby waived), and not such assignments shall be deemed to be made with all applicable representations, warranties and covenants as a payment of, the obligations of Borrowers under the Existing Agreement if evidenced by an Assignment and is not intended to constitute a novation of the Existing AgreementAssumption. Except as otherwise selected by the Borrowers by delivery of a Borrowing Notice or Interest Rate Selection Notice prior to the Closing Date in accordance with the terms hereof, upon the effectiveness of this Agreement all amounts outstanding and owing by Borrowers under the Existing Agreement as of On the Closing Date, as determined by the Lenders, applicable Lenders shall constitute Base Rate Loans hereunder if such outstanding amounts were Base Rate Loans under the Existing Agreement, and shall constitute Eurodollar Rate Loans hereunder if such outstanding amounts were Eurodollar Rate Loans under the Existing Agreement. Except as otherwise provided for by the Borrowers by delivery to the Agent of an Application and Agreement for Letters of Credit prior to the Closing Date in accordance make full cash settlement with the terms hereof, upon the effectiveness of this Agreement, all Letters of Credit issued for the account of the Borrowers under the Existing Agreement as of the Closing Date shall constitute Letters of Credit hereunder.one another either directly 39

Amendment and Restatement. The BorrowersOn the Effective Date, the Agent (a) this Guaranty shall amend and the Lenders hereby agree that upon the effectiveness of this Agreement, the terms and provisions of restate the Existing Agreement shall be and hereby are amended and restated Guaranty in their its entirety by but, for the terms and conditions avoidance of this Agreement and the terms and provisions of the Existing Agreement, except as otherwise provided hereindoubt, shall be superseded by this Agreement. Notwithstanding the amendment and restatement of the Existing Agreement by this Agreement, the Borrowers shall continue to be liable to the Agent and the Existing Lender with respect to (and to the extent of) agreements on the part of the Borrowers under the Existing Agreement to indemnify and hold harmless the Agent and the Existing Lender from and against all claims, demands, liabilities, damages, losses, costs, charges and expenses to which the Agent and the Existing Lender may be subject arising in connection with the Existing Agreement. This Agreement is given as a substitution of, and not as a payment of, the obligations of Borrowers under the Existing Agreement and is not intended to constitute a novation of the Existing Agreement. Except as otherwise selected parties’ rights and obligations thereunder, and (b) the rights and obligations of the parties hereto evidenced by the Borrowers Existing Guaranty shall be evidenced by delivery this Guaranty. IN WITNESS WHEREOF, each of a Borrowing Notice or Interest Rate Selection Notice prior the Initial Guarantors has caused this Guaranty to the Closing Date in accordance with the terms hereof, upon the effectiveness of this Agreement all amounts outstanding and owing be duly executed by Borrowers under the Existing Agreement its authorized officer as of the Closing Dateday and year first above written. MARVASOL INC., as determined by the Lenders, shall constitute Base Rate Loans hereunder if such outstanding amounts were Base Rate Loans under the Existing Agreement, a Delaware corporation By: Name: Title: [INSERT OTHER INITIAL GUARANTORS] Acknowledged and shall constitute Eurodollar Rate Loans hereunder if such outstanding amounts were Eurodollar Rate Loans under the Existing Agreement. Except as otherwise provided for by the Borrowers by delivery to the Agent of an Application and Agreement for Letters of Credit prior to the Closing Date in accordance with the terms hereof, upon the effectiveness of this Agreement, all Letters of Credit issued for the account of the Borrowers under the Existing Agreement Agreed as of the Closing Date date first above written: JPMORGAN CHASE BANK, N.A., as Administrative Agent By: Name: Title: ANNEX I TO AMENDED AND RESTATED SUBSIDIARY GUARANTEE AGREEMENT FOR DOMESTIC SUBSIDIARIES Reference is hereby made to the Amended and Restated Guarantee Agreement (the “Guaranty”) made as of February 1, 2017, by and among [NAMES OF INITIAL GUARANTORS] (collectively, the “Initial Guarantors”, and along with any additional Domestic Subsidiaries which become parties thereto and together with the undersigned, the “Guarantors”), in favor of the Administrative Agent, for the ratable benefit of the Secured Parties, under the Credit Agreement. Capitalized terms used herein and not defined herein shall constitute Letters have the meanings given to them in the Guaranty. By its execution below, the undersigned [NAME OF NEW GUARANTOR], a [state of Credit hereunderincorporation/organization] [corporation] [partnership] [limited liability company], agrees to become, and does hereby become, a Guarantor under the Guaranty and agrees to be bound by such Guaranty as if originally a party thereto. By its execution below, the undersigned represents and warrants as to itself that all of the representations and warranties contained in Section 2 of the Guaranty are true and correct in all respects as of the date hereof.

Amendment and Restatement. This Agreement amends and restates the Original Security Agreement. The Borrowers, the Agent and the Lenders hereby agree that upon the effectiveness of this Agreement, the terms and provisions of the Existing Agreement shall be and hereby are amended and restated in their entirety by the terms and conditions execution of this Agreement does not extinguish the indebtedness, liabilities and the terms and provisions obligations of the Existing Agreement, except as otherwise provided herein, shall be superseded by this Agreement. Notwithstanding the amendment and restatement of the Existing Agreement by this Agreement, the Borrowers shall continue to be liable to the Agent and the Existing Lender with respect to (and to the extent of) agreements on the part of the Borrowers under the Existing Agreement to indemnify and hold harmless the Agent and the Existing Lender from and against all claims, demands, liabilities, damages, losses, costs, charges and expenses to which the Agent and the Existing Lender may be subject arising Borrower outstanding in connection with the Existing Original Security Agreement. This Agreement is given , as a substitution ofamended hereby, and not as a payment of, or the obligations of Borrowers under the Existing Agreement and is not intended to Loan Documents nor does it constitute a novation of with respect to such indebtedness, liabilities and obligations. Debtor ratifies and confirms that the Existing Original Security Agreement. Except , as otherwise selected by amended hereby, and the Borrowers by delivery of a Borrowing Notice or Interest Rate Selection Notice prior to the Closing Date other Loan Documents are and remain in full force and effect in accordance with their respective terms, that the terms hereofCollateral is unimpaired by this amendment and restatement and that the liens, upon security interests and other security and Collateral held by Secured Party are valid and subsisting and are hereby affirmed, renewed, extended, carried forward and regranted to secure any and all indebtedness incurred by Borrower to Secured Party. Debtor has no right of offset, defense or counterclaim to the effectiveness payment and performance of this Agreement all amounts outstanding and owing by Borrowers its obligations under the Existing Agreement as of the Closing DateOriginal Security Agreement, as determined amended hereby, and the other Loan Documents, or to the enforcement by the Lenders, shall constitute Base Rate Loans hereunder if such outstanding amounts were Base Rate Loans Secured Party of any right or remedy available to it under the Existing Original Security Agreement, as amended hereby, the other Loan Documents or applicable law. SCHEDULE I LOCATION OF EOUIPMENT AND INVENTORY Inventory and shall constitute Eurodollar Rate Loans hereunder if such outstanding amounts were Eurodollar Rate Loans under Equipment is located at the Existing Agreementaddresses set forth below: SIELOX,LLC 000 Xxxx 0xx Xxx. Except as otherwise provided for by the Borrowers by delivery to the Agent Xxxxxxxxx, XX 00000 COSTAR VIDEO SYSTEMS, LLC 0000 Xxxxxxxxx Xx. Xxxxx 000 Xxxxxxxxxx, Xxxxx 00000 Amended and Restated Security Agreement – Schedule I –Location of an Application Equipment and Agreement for Letters of Credit prior to the Closing Date in accordance with the terms hereof, upon the effectiveness of this Agreement, all Letters of Credit issued for the account of the Borrowers under the Existing Agreement as of the Closing Date shall constitute Letters of Credit hereunder.Inventory

Amendment and Restatement. Reference is made to that certain BB&T Security Agreement by and among the parties hereto dated as of March 30, 2012 (the “Original Security Agreement”). The Borrowers, the Agent parties hereto acknowledge and agree that (i) this Security Agreement and the Lenders Loan Documents, whether executed and delivered in connection herewith or otherwise, do not constitute a novation or repayment and reborrowing of the Loan, (ii) the obligations under the Original Security Agreement and the Loan Documents (as defined in the Original Security Agreement) are in all respects continuing (as amended and restated and converted hereby and which are in all respects hereinafter subject to the terms herein) and (iii) the liens and security interests as granted under the Loan Documents (as defined in the Original Security Agreement) are in all respects continuing and in full force and effect and are reaffirmed hereby. The parties hereto acknowledge and agree that upon on and after the effectiveness of this Agreementdate hereof, (i) all references to the terms and provisions of the Existing Security Agreement shall be and hereby are deemed to refer to the Original Security Agreement, as amended and restated in their entirety by hereby, (ii) all references to any section (or subsection) of the terms and conditions Original Security Agreement or the Loan Documents shall be amended to become, mutatis mutandis, references to the corresponding provisions of this Security Agreement and the terms and provisions of the Existing Agreement, (iii) except as the context otherwise provided hereinprovides, on or after the date hereof, all references to this Security Agreement herein (including for purposes of indemnification and reimbursement of fees) shall be superseded by this Agreement. Notwithstanding the amendment and restatement of the Existing Agreement by this Agreement, the Borrowers shall continue deemed to be liable references to the Agent Original Security Agreement as amended and the Existing Lender with respect to (and to the extent of) agreements on the part of the Borrowers under the Existing Agreement to indemnify and hold harmless the Agent and the Existing Lender from and against all claims, demands, liabilities, damages, losses, costs, charges and expenses to which the Agent and the Existing Lender may be subject arising in connection with the Existing Agreementrestated hereby. This Agreement is given as a substitution of, and not as a payment of, the obligations of Borrowers under the Existing Agreement and is not intended to constitute a novation of the Existing Agreement. Except as otherwise selected by the Borrowers by delivery of a Borrowing Notice or Interest Rate Selection Notice prior to the Closing Date in accordance with the terms hereof, upon the effectiveness of SIGNATURE PAGE FOR SECURITY AGREEMENT The parties have signed this Agreement all amounts outstanding and owing by Borrowers under the Existing Security Agreement as of the Closing Dateday and year first above written. DEBTORS: BROOKWOOD COMPANIES INCORPORATED By: /s/ Xxxxxx X. Xxxxxx Meulen Name: Xxxxxx X. Xxxxxx Meulen Title: Vice President and Chief Financial Officer XXXXXX INDUSTRIES, as determined by the LendersINC. By: /s/ Xxxxxx X. Xxxxxx Meulen Name: Xxxxxx X. Xxxxxx Meulen Title: Vice President BROOKWOOD LAMINATING, shall constitute Base Rate Loans hereunder if such outstanding amounts were Base Rate Loans under the Existing AgreementINC. By: /s/ Xxxxxx X. Xxxxxx Meulen Name: Xxxxxx X. Xxxxxx Meulen Title: Vice President ASHFORD BROMLEY, and shall constitute Eurodollar Rate Loans hereunder if such outstanding amounts were Eurodollar Rate Loans under the Existing AgreementINC. Except as otherwise provided for by the Borrowers by delivery to the Agent of an Application and Agreement for Letters of Credit prior to the Closing Date in accordance with the terms hereofBy: /s/ Xxxxxx X. Xxxxxx Meulen Name: Xxxxxx X. Xxxxxx Meulen Title: Vice President STRATEGIC TECHNICAL ALLIANCE, upon the effectiveness of this Agreement, all Letters of Credit issued for the account of the Borrowers under the Existing Agreement as of the Closing Date shall constitute Letters of Credit hereunder.LLC By: /s/ Xxxxxx X. Xxxxxx Meulen Name: Xxxxxx X. Xxxxxx Meulen Title: Vice President BANK: BRANCH BANKING AND TRUST COMPANY By: /s/ Xxxx Xxxxxxx Name: Xxxx Xxxxxxx Title: Senior Vice President

Amendment and Restatement. The Borrowersparties hereto agree that, on the Closing Date, the Agent and the Lenders hereby agree that upon the effectiveness of this Agreementfollowing transactions shall be deemed to occur automatically, the terms and provisions of without further action by any party hereto: (a) the Existing Credit Agreement shall be and hereby are deemed to be amended and restated in their its entirety by the terms and conditions of this Agreement and the terms and provisions of the Existing Agreement, except as otherwise provided herein, shall be superseded by this Agreement. Notwithstanding the amendment and restatement of the Existing Agreement by pursuant to this Agreement, (b) the Borrowers shall continue Collateral Documents (as defined in the Existing Credit Agreement and giving effect to be liable to any amendments thereto) and the Liens created thereunder in favor of Regions Bank as the Collateral Agent and/or the Administrative Agent and securing the Obligations (as defined in the Existing Lender Credit Agreement), shall remain in full force and effect with respect to the Obligations and are hereby reaffirmed, (and to c) all Obligations (as defined in the extent ofExisting Credit Agreement) agreements on the part of the Borrowers under the Existing Credit Agreement shall be deemed to indemnify be Obligations outstanding hereunder and hold harmless the Agent and the Existing Lender from and against all claims, demands, liabilities, damages, losses, costs, charges and expenses to which the Agent and the Existing Lender may be subject arising in connection with the Existing Agreement. This this Agreement is given as a substitution of, and shall not as a payment of, the obligations of Borrowers under the Existing Agreement and is not intended to constitute a novation of such Obligations or any of the rights, duties and obligations of the parties hereunder and (d) all references in the other Credit Documents to the Existing Credit Agreement shall be deemed to refer without further amendment to this Agreement. Except The parties hereto further acknowledge and agree that this Agreement constitutes an amendment to the Existing Credit Agreement made under and in accordance with the terms of Section 11.4 of the Existing Credit Agreement. All Revolving Loans (as otherwise selected by defined in the Borrowers by delivery of a Borrowing Notice or Interest Rate Selection Notice Existing Credit Agreement) and Swingline Loans (as defined in the Existing Credit Agreement) outstanding under the Existing Credit Agreement immediately prior to the Closing Date in accordance with the terms hereofshall, upon the effectiveness of this Agreement all amounts outstanding and owing by Borrowers under the Existing Agreement as of the Closing Date, be deemed to be a borrowing of Revolving Loans and Swingline Loans, respectively, in an equivalent amount and with the same Interest Period (to the extent applicable for Adjusted LIBOR Rate Loans) hereunder as determined by of the LendersClosing Date and in connection therewith, shall constitute Base Rate Loans hereunder if such outstanding amounts were Base Rate Loans the Administrative Agent, the Borrower and the Lenders hereby acknowledge and agree that the Revolving Commitments (as defined in the Existing Credit Agreement) in effect under the Existing Agreement, and shall constitute Eurodollar Rate Loans hereunder if such outstanding amounts were Eurodollar Rate Loans under the Existing Agreement. Except as otherwise provided for by the Borrowers by delivery to the Agent of an Application and Credit Agreement for Letters of Credit immediately prior to the Closing Date have been reallocated to the Revolving Commitments set forth on Appendix A and the Revolving Loans (as defined in accordance with the terms hereof, upon the effectiveness of this Existing Credit Agreement, all Letters of Credit issued for the account of the Borrowers ) outstanding under the Existing Credit Agreement as of immediately prior to the Closing Date have been reallocated as necessary to give effect to the Revolving Commitments, and such reallocations shall constitute Letters be effective on the Closing Date and do not require any Assignment and Assumption or any other action of any Person. [END] Exhibit B Lenders, Commitments and Commitment Percentages Lender Revolving Commitment Revolving Commitment Percentage Outstanding Term Loan A Term Loan A Percentage Regions Bank $ 34,782,608.69 21.739130431 % $ 15,217,391.31 21.739130443 % PNC Bank, National Association $ 27,826,086.96 17.391304350 % $ 12,173,913.04 17.391304343 % Silicon Valley Bank $ 20,869,565.22 13.043478262 % $ 9,130,434.78 13.043478257 % Xxxxxxx Xxxxxxx Bank $ 17,391,304.35 10.869565219 % $ 7,608,695.65 10.869565214 % Trustmark National Bank $ 17,391,304.35 10.869565219 % $ 7,608,695.65 10.869565214 % Synovus Bank $ 17,391,304.35 10.869565219 % $ 7,608,695.65 10.869565214 % Bank of America, N.A. $ 13,913,043.48 8.695652175 % $ 6,086,956.52 8.695652172 % Xxxxxx Bank $ 10,434,782.60 6.521739125 % $ 4,565,217.40 6.521739143 % Total: $ 160,000,000.00 100.000000000 % $ 70,000,000.00 100.000000000 % Exhibit C Exhibit 2.8 [Form of] Conversion/Continuation Notice Date: _________, 20__ To: Regions Bank, as Administrative Agent Re: Amended and Restated Credit hereunder.Agreement dated as of June 16, 2020 (as amended, restated, increased, extended, supplemented or otherwise modified from time to time, the “Credit Agreement”) among Computer Programs and Systems, Inc., a Delaware corporation (the “Borrower”), certain Subsidiaries of the Borrower from time to time party thereto, as Guarantors, the Lenders from time to time party thereto and Regions Bank, as Administrative Agent and Collateral Agent. Capitalized terms used but not otherwise defined herein have the meanings provided in the Credit Agreement. Ladies and Gentlemen: Pursuant to Section 2.8 of the Credit Agreement, the undersigned hereby requests (select one): ☐ A conversion or continuation of Revolving Loans ☐ A conversion or continuation of Term Loans ☐ A conversion or continuation of Swingline Loans

Amendment and Restatement. The Borrowers, This Agreement amends and restates in its entirety the Agent Existing Credit Agreement and from and after the Lenders hereby agree that upon the effectiveness of this AgreementEffective Date, the terms and provisions of the Existing Credit Agreement shall be and hereby are amended and restated in their entirety superseded by the terms and conditions of this Agreement and the terms and provisions of the Existing Agreement, except as otherwise provided herein, shall be superseded by this Agreement. Notwithstanding It is the amendment and restatement intent of the Existing parties hereto that this Agreement by this Agreement, the Borrowers shall continue to be liable to the Agent and the Existing Lender with respect to (and to the extent of) agreements on the part of the Borrowers under the Existing Agreement to indemnify and hold harmless the Agent and the Existing Lender from and against all claims, demands, liabilities, damages, losses, costs, charges and expenses to which the Agent and the Existing Lender may be subject arising in connection with the Existing Agreement. This Agreement is given as a substitution of, and not as a payment of, the obligations of Borrowers under the Existing Agreement and is not intended to constitute a novation of the Existing Agreement. Except as otherwise selected by the Borrowers by delivery of a Borrowing Notice or Interest Rate Selection Notice prior to the Closing Date in accordance with the terms hereof, upon the effectiveness of this Agreement all amounts outstanding obligations and owing by Borrowers liabilities existing under the Existing Credit Agreement or evidence repayment of any such obligations and liabilities and that this Agreement amend and restate in its entirety the Existing Credit Agreement and re-evidence the obligations of the Credit Parties outstanding thereunder and that any Credit Document and/or security interests securing the Indebtedness under the Existing Credit Agreement shall continue in full force and effect to secure the Indebtedness hereunder. [Amended and Restated Senior Secured Revolving Credit Agreement] IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed and delivered by their duly authorized representatives as of the Closing Dateday and year first above written. NOBLE FINANCE II LLC, a Delaware limited liability company, as determined by the LendersCompany and a Borrower By: /s/ Xxxx Xxxxxxx Name: Xxxx X. Xxxxxxx Title: President and Secretary NOBLE INTERNATIONAL FINANCE COMPANY, shall constitute Base Rate Loans hereunder if such outstanding amounts were Base Rate Loans an exempted company incorporated in the Cayman Islands with limited liability, as a Designated Borrower By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: President, Secretary and Director NOBLE DRILLING A/S, a company incorporated under the Existing Agreementlaws of Denmark, as a Designated Borrower By: /s/ Xxxxxx Xxxxxxxx Name: Xxxxxx Xxxxxxxx Title: Chairman JPMORGAN CHASE BANK, N.A., as Administrative Agent, Collateral Agent, Security Trustee, an Issuing Bank and shall constitute Eurodollar Rate Loans hereunder if such outstanding amounts were Eurodollar Rate Loans under the Existing Agreement. Except a Lender By: /s/ Xxxxx Xxxxxxxx Name: Xxxxx Xxxxxxxx Title: Authorized Signatory LENDERS: BARCLAYS BANK PLC, as otherwise provided for by the Borrowers by delivery to the Agent an Issuing Bank and a Lender By: /s/ Xxxxxx X. Dennis Name: Xxxxxx X. Dennis Title: Director DNB CAPITAL LLC, as a Lender By: /s/ Xxxxxx X. Xxxxxx Name: Xxxxxx X. Xxxxxx Title: Senior Vice President By: /s/ Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Title: First Vice President DNB BANK, NEW YORK BRANCH, as an Issuing Bank By: /s/ Xxxxxx X. Xxxxxx Name: Xxxxxx X. Xxxxxx Title: Senior Vice President By: /s/ Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Title: First Vice President HSBC BANK USA, N.A., as a Lender By: /s/ Xxxxxx Xxxxxxxx Name: Xxxxxx Xxxxxxxx Title: Director XXXXX FARGO BANK, NATIONAL ASSOCIATION, as an Issuing Bank and a Lender By: /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Managing Director XXXXXX XXXXXXX SENIOR FUNDING, INC., as a Lender By: /s/ Xxxxxxx Xxxx Name: Xxxxxxx Xxxx Title: Authorized Signatory SPAREBANK 1 SR-BANK ASA, as a Lender By: /s/ Xxxx Xxxxxxxx Xxxxxxx Name: Xxxx Xxxxxxxx Xxxxxxx Title: Director and Head of an Application Energy and Agreement for Letters of Credit prior to the Closing Date in accordance with the terms hereofMaritime Industries SCHEDULE 1.1(c) COMMITMENT SCHEDULE Lender Commitment Percentage Qualifying Lender Status JPMorgan Chase Bank, upon the effectiveness of this AgreementN.A. $ 94,000,000.00 17.090909091 % Treaty Lender 13/M/268710/DTTP (USA) Barclays Bank PLC $ 94,000,000.00 17.090909091 % Qualifying Lender DNB Capital LLC $ 94,000,000.00 17.090909091 % Treaty Lender 58/D/305668/DTTP (Norway) HSBC Bank USA, all Letters of Credit issued for the account of the Borrowers under the Existing Agreement as of the Closing Date shall constitute Letters of Credit hereunder.N.A. $ 94,000,000.00 17.090909091 % Treaty Lender 13/H/314375/DTTP (USA) Xxxxx Fargo Bank, National Association $ 94,000,000.00 17.090909091 % Treaty Lender 13/W/61173/DTTP (USA) Xxxxxx Xxxxxxx Senior Funding, Inc. $ 47,000,000.00 8.545454545 % Treaty Lender 13/M/227953/DTTP (USA) SpareBank 1 SR-Bank ASA $ 33,000,000.00 6.000000000 % Treaty Lender 58/S/360918/DTTP (Norway) TOTAL $ 550,000,000.00 100.000000000 %

Amendment and Restatement. (a) The BorrowersCredit Parties, the Agent Administrative Agent, the Letter of Credit Issuer, the Swingline Lender and the Lenders hereby agree that upon the effectiveness of this Agreement, the terms and provisions of the Existing Agreement Debt Facility shall be and hereby are amended and restated in their entirety by the terms and conditions of this Agreement and the terms and provisions of the Existing AgreementDebt Facility, except as otherwise provided hereinin this Agreement (including, without limitation, clause (b) of this Section 13.22), shall be superseded by this Agreement. (b) Notwithstanding the amendment and restatement of the Existing Agreement Debt Facility by this Agreement, the Borrowers Credit Parties shall continue to be liable to the Agent and the Existing Lender each Indemnified Person with respect to (and to the extent of) agreements on the their part of the Borrowers under the Existing Agreement Debt Facility to indemnify and hold harmless the Agent and the Existing Lender such Indemnified Person from and against all claims, demands, liabilities, damages, losses, costs, charges and expenses to which the Administrative Agent and the Existing Lender Lenders may be subject arising in connection with the Existing AgreementDebt Facility. This Agreement is given as a substitution of, and not as a payment of, the obligations of Borrowers the Credit Parties under the Existing Agreement Debt Facility and is not intended to constitute a novation of the Existing AgreementDebt Facility. Except as otherwise selected by the Borrowers by delivery of a Borrowing Notice or Interest Rate Selection Notice prior to the Closing Date in accordance with the terms hereof, upon the effectiveness (c) By execution of this Agreement all amounts outstanding parties hereto agree that (i) each of the Security Documents and owing by Borrowers the other Credit Documents is hereby amended such that all references to the Existing Debt Facility and the Loans and Commitments thereunder shall be deemed to refer to this Agreement and the continuation of the Loans and Commitments hereunder, (ii) all obligations under the Existing Guarantee and the Security Documents are reaffirmed and remain in full force and effect on a continuous basis after giving effect to this Agreement as and (iii) all security interests and liens granted under the Security Documents are reaffirmed and shall continue and secure the Obligations hereunder and the obligations of the Closing Date, as determined by the Lenders, shall constitute Base Rate Loans hereunder if such outstanding amounts were Base Rate Loans Guarantors under the Existing Agreement, and shall constitute Eurodollar Rate Loans hereunder if such outstanding amounts were Eurodollar Rate Loans under the Existing Guarantee after giving effect to this Agreement. Except as otherwise provided for by the Borrowers by delivery to the Agent of an Application and Agreement for Letters of Credit prior to the Closing Date in accordance with the terms hereof, upon the effectiveness of this Agreement, all Letters of Credit issued for the account of the Borrowers under the Existing Agreement as of the Closing Date shall constitute Letters of Credit hereunder.13.23

Amendment and Restatement. (a) The BorrowersCredit Parties, the Administrative Agent and the Lenders hereby agree that upon the effectiveness of this thisthe Existing Restated Credit Agreement, the terms and provisions of the Existing Agreement Term Loan Facility shall be behave been and hereby are arethereby were amended and restated in their entirety by the terms and conditions of this thisthe Existing Restated Credit Agreement and the terms and provisions of the Existing AgreementTerm Loan Facility, except as otherwise provided hereinin this Agreement (including, without limitation, clause (b) of this Section 13.23), shall be superseded by this thisthe Existing Restated Credit Agreement. Upon the effectiveness of thisthe Existing Restated Credit Agreement, each Credit Document that was in effect immediately prior to the date of this AgreementClosing Date shall continue to be effective on its terms unless otherwise expressly stated herein. (b) Notwithstanding the amendment and restatement of the Existing Agreement Term Loan Facility by this thisthe Existing Restated Credit Agreement, the Borrowers Credit Parties shall continue to be liable (i) to the Agent and the Existing Lender each Indemnified Person with respect to (and to the extent of) agreements on the their part of the Borrowers under the Existing Agreement Term Loan Facility to indemnify and hold harmless the Agent and the Existing Lender such Indemnified Person from and against all claims, demands, liabilities, damages, losses, costs, charges and expenses to which the Administrative Agent and the Existing Lender Lenders may be subject arising in connection with the Existing AgreementTerm Loan Facility and (ii) for the Obligations (as defined in the Existing Term Loan Facility) of the Borrower and the other Credit Parties under the Existing Term Loan Facility and the other Credit Documents (as defined in the Existing Term Loan Facility) that remain unpaid and outstanding as of the date of thisthe Existing Restated Credit Agreement and such Obligations shall continue to exist under and be evidenced by thisthe Existing Restated Credit Agreement and the other Credit Documents. This ThisThe Existing Restated Credit Agreement is iswas given as a substitution of, and not as a payment of, the obligations of Borrowers the Credit Parties under the Existing Agreement Term Loan Facility and is iswas not intended to constitute a novation of the Existing AgreementTerm Loan Facility. Except as otherwise selected by the Borrowers by delivery of a Borrowing Notice or Interest Rate Selection Notice prior to the Closing Date in accordance with the terms hereof, upon the effectiveness of this Agreement all amounts outstanding and owing by Borrowers under the Existing Agreement as of the Closing Date, as determined by the Lenders, shall constitute Base Rate Loans hereunder if such outstanding amounts were Base Rate Loans under the Existing Agreement, and shall constitute Eurodollar Rate Loans hereunder if such outstanding amounts were Eurodollar Rate Loans under the Existing Agreement. Except as otherwise provided for by the Borrowers by delivery to the Agent of an Application and Agreement for Letters of Credit prior to the Closing Date in accordance with the terms hereof, upon the effectiveness of this Agreement, all Letters of Credit issued for the account of the Borrowers under the Existing Agreement as of the Closing Date shall constitute Letters of Credit hereunder.13.24

Amendment and Restatement. The Borrowers(a) On the Amendment No. 1 Effective Date, the Agent Original Credit Agreement shall be amended and restated in its entirety in the Lenders hereby agree that upon form of this Agreement and (a) all references to the effectiveness Original Credit Agreement in any Loan Document other than this Agreement (including in any amendment, waiver or consent) shall be deemed to refer to the Original Credit Agreement as amended and restated hereby, (b) all references to any section (or subsection) of the Original Credit Agreement in any Loan Document other than this Agreement shall be amended to be, mutatis mutandis, references to the corresponding provisions of this Agreement, (c) except as the terms context otherwise provides, all references to this Agreement herein (including for purposes of indemnification and provisions reimbursement of the Existing Agreement fees) shall be and hereby are deemed to be reference to the Original Credit Agreement as amended and restated in their entirety by hereby and (d) the Borrower hereby (i) ratifies and reaffirms all of its obligations under each of the Loan Documents (as amended hereby) to which it is a party and (ii) acknowledges and agrees that subsequent to, and taking into account all of the terms and conditions of this Agreement Agreement, each Loan Document (including the security provisions set forth therein) to which it is a party shall remain in full force and effect in accordance with the terms thereof and provisions shall not be impaired or limited by the execution and delivery of the Existing Agreement, except as otherwise provided herein, shall be superseded by this Agreement. Notwithstanding The Borrower, the amendment Administrative Agent and restatement each Lender acknowledges and agrees that (A) all Secured Cash Management Agreements under and as defined in the Original Credit Agreement that remain outstanding as of the Existing Agreement by this Agreement, the Borrowers Amendment No. 1 Effective Date shall continue to be liable to as Secured Cash Management Agreements for purposes of this Agreement and (B) all Swap Agreements under and as defined in the Agent and the Existing Lender with respect to (and to the extent of) agreements on the part Original Credit Agreement that remain outstanding as of the Borrowers under the Existing Agreement to indemnify and hold harmless the Agent and the Existing Lender from and against all claims, demands, liabilities, damages, losses, costs, charges and expenses to which the Agent and the Existing Lender may be subject arising in connection with the Existing Amendment No. 1 Effective Date shall continue as Swap Agreements for purposes of this Agreement. This Agreement is given as a substitution of, and not as a payment of, the obligations of Borrowers under the Existing Agreement and is not intended to constitute constitute, and does not constitute, a novation of the Existing Agreement. Except as otherwise selected by Original Credit Agreement or any other Loan Document or the Borrowers by delivery of a Borrowing Notice or Interest Rate Selection Notice prior to the Closing Date in accordance with the terms hereof, upon the effectiveness of this Agreement all amounts outstanding obligations and owing by Borrowers liabilities under the Existing Original Credit Agreement as of or any other Loan Documents (including the Closing Date, as determined by the Lenders, shall constitute Base Rate Loans hereunder if such outstanding amounts were Base Rate Loans under the Existing AgreementLoan Document Obligations) or to evidence, and shall constitute Eurodollar Rate Loans hereunder if does not evidence, payment of all or any portion of such outstanding amounts were Eurodollar Rate Loans under the Existing Agreement. Except as otherwise provided for by the Borrowers by delivery to the Agent of an Application obligations and Agreement for Letters of Credit prior to the Closing Date in accordance with the terms hereof, upon the effectiveness of this Agreement, all Letters of Credit issued for the account of the Borrowers under the Existing Agreement as of the Closing Date shall constitute Letters of Credit hereunderliabilities.

Amendment and Restatement. The Borrowers, This Agreement shall become effective on the Agent Effective Date and the Lenders hereby agree that upon the effectiveness of this Agreement, the terms and shall supersede all provisions of the Existing Credit Agreement as of such date. From and after the Effective Date, (a)(i) the commitments of those Lenders under the Existing Credit Agreement that are continuing as Lenders under this Agreement (the “Continuing Lenders”) shall be amended as set forth on Schedule 1 hereto and hereby (ii) the commitments of those “Lenders” under the Existing Credit Agreement that are amended and restated in their entirety by the terms and conditions of not continuing as Lenders under this Agreement (the “Non-Continuing Lenders”) shall automatically be terminated and cease to have any further force or effect without further action by any Person, and shall be replaced with the terms respective Commitments of such Continuing Lenders and provisions of those Lenders party to this Agreement that were not “Lenders” under the Existing Credit Agreement immediately prior to the Effective Date (the “New Lenders”); (b) all outstanding “Revolving Loans” of the Non-Continuing Lenders shall be repaid in full (together with all interest accrued thereon and amounts payable pursuant to Section 1.12 hereof of the Existing AgreementCredit Agreement in connection with such payment, except as otherwise provided hereinand all fees accrued under the Existing Credit Agreement through the Effective Date) on the Effective Date (and the Borrower shall pay to each Continuing Lender all amounts, shall be superseded by this Agreement. Notwithstanding the amendment and restatement if any, payable pursuant to Section 1.12 hereof of the Existing Credit Agreement by this Agreement, as if the Borrowers shall continue to be liable to the Agent and the Existing Lender with respect to (and to the extent of) agreements outstanding Revolving Loans had been prepaid on the part Effective Date); and (c) all outstanding “Revolving Loans” of the Borrowers Continuing Lenders and all interests in outstanding “Letters of Credit” under the Existing Credit Agreement shall remain outstanding as the initial Revolving Loans and Letters of Credit hereunder. The Continuing Lenders and New Lenders each agree to indemnify make such purchases and hold harmless sales of interests in the Revolving Loans and L/C Obligations outstanding on the Effective Date between themselves so that each Continuing Lender and New Lender is then holding its relevant Revolver Percentage of outstanding Revolving Loans and risk participation interests in outstanding L/C -129- Obligations based on their Revolving Credit Commitments as in effect after giving effect hereto (such purchases and sales shall be arranged through the Administrative Agent and each Lender hereby agrees to execute such further instruments and documents, if any, as the Administrative Agent may reasonably request in connection therewith), with all subsequent extensions of credit under this Agreement (including, without limitation, participations in respect of all Swingline Loans and Letters of Credit) to be made in accordance with the respective Revolving Credit Commitments of the Lenders from time to time party to this Agreement as provided herein. All references made to the Existing Lender from and against all claimsCredit Agreement in any Credit Document or in any other instrument or document shall, demandswithout more, liabilities, damages, losses, costs, charges and expenses be deemed to which the Agent and the Existing Lender may be subject arising in connection with the Existing refer to this Agreement. This Agreement is given as a substitution of, amends and not as a payment of, the obligations of Borrowers under restates the Existing Credit Agreement and is not intended to constitute be or operate as a novation or an accord and satisfaction of the Existing AgreementCredit Agreement or the indebtedness, obligations and liabilities of the Borrower, or any Guarantor evidenced or provided for thereunder. Except as otherwise selected by [SIGNATURE PAGES TO FOLLOW] Signature Page to Xxxxx Xxxx LaSalle Finance B.V. Second Amended and Restated Multicurrency Credit Agreement IN WITNESS WHEREOF, the Borrowers by delivery of a Borrowing Notice or Interest Rate Selection Notice prior parties hereto have caused their duly authorized officers to the Closing Date in accordance with the terms hereof, upon the effectiveness of execute and deliver this Agreement all amounts outstanding and owing by Borrowers under the Existing Agreement as of the Closing Datedate first above written. XXXXX LANG LASALLE FINANCE B.V. By ____________________________________ Title _________________________________ XXXXX XXXX LASALLE INCORPORATED, as determined by the LendersGuarantor By ____________________________________ Title _________________________________ XXXXX LANG LASALLE CO-INVESTMENT, shall constitute Base Rate Loans hereunder if such outstanding amounts were Base Rate Loans under the Existing AgreementINC., as Guarantor By ____________________________________ Title _________________________________ XXXXX XXXX LASALLE INTERNATIONAL, INC., as Guarantor By ____________________________________ Title _________________________________ LASALLE INVESTMENT MANAGEMENT, INC., as Guarantor By ____________________________________ Title _________________________________ Signature Page to Xxxxx Lang LaSalle Finance B.V. Second Amended and shall constitute Eurodollar Rate Loans hereunder if such outstanding amounts were Eurodollar Rate Loans under the Existing Agreement. Except Restated Multicurrency Credit Agreement XXXXX XXXX LASALLE AMERICAS, INC., as otherwise provided for by the Borrowers by delivery to the Agent of an Application and Agreement for Letters of Credit prior to the Closing Date in accordance with the terms hereofGuarantor By ____________________________________ Title _________________________________ XXXXX LANG LASALLE LIMITED, upon the effectiveness of this Agreementas Guarantor By ____________________________________ Title _________________________________ XXXXX XXXX LASALLE SE, all Letters of Credit issued for the account of the Borrowers under the Existing Agreement as of the Closing Date shall constitute Letters of Credit hereunderGuarantor By ____________________________________ Title _________________________________ XXXXX LANG LASALLE NEW ENGLAND LLC, as Guarantor By ____________________________________ Title _________________________________ XXXXX XXXX LASALLE BROKERAGE, INC., as Guarantor By ____________________________________ Title _________________________________

Amendment and Restatement. The BorrowersOn the date hereof (the “Restatement Date”), the Agent and the Lenders hereby agree that upon the effectiveness of this Agreement, the terms and provisions of the Existing Original Revolving Loan Agreement shall be amended, restated and hereby are amended and restated in their entirety by the terms and conditions of this Agreement and the terms and provisions of the Existing Agreement, except as otherwise provided herein, shall be superseded by this Agreement. Notwithstanding the amendment The parties hereto acknowledge and restatement of the Existing Agreement by agree that (a) this Agreement, the Borrowers shall continue Revolving Credit Notes delivered pursuant to be liable to this Agreement (the Agent “Restated Notes”) and the Existing Lender with respect to (other Financing Agreements executed and to the extent of) agreements on the part delivered in connection herewith do not constitute a novation, payment and reborrowing, or termination of the Borrowers “Liabilities” (as defined in the Original Revolving Loan Agreement) under the Existing Original Revolving Loan Agreement to indemnify and hold harmless the Agent and the Existing Lender from and against all claims, demands, liabilities, damages, losses, costs, charges and expenses to which the Agent and the Existing Lender may be subject arising as in connection with the Existing Agreement. This Agreement is given as a substitution of, and not as a payment of, the obligations of Borrowers under the Existing Agreement and is not intended to constitute a novation of the Existing Agreement. Except as otherwise selected by the Borrowers by delivery of a Borrowing Notice or Interest Rate Selection Notice effect prior to the Closing Date Restatement Date; (b) such “Liabilities” are in accordance all respects continuing with only the terms hereof, thereof being amended and modified as provided in this Agreement; (c) the Liens granted in the Collateral pursuant to the Financing Agreements securing payment of such “Liabilities” are in all respects continuing and in full force and effect and secure the payment of the Liabilities (as defined in this Agreement) and are hereby fully ratified and affirmed; and (d) upon the effectiveness of this Agreement all amounts loans outstanding and owing by Borrowers under the Existing Original Revolving Loan Agreement as of the Closing Date, as determined by the Lenders, shall constitute Base Rate Loans hereunder if such outstanding amounts were Base Rate Loans under the Existing Agreement, and shall constitute Eurodollar Rate Loans hereunder if such outstanding amounts were Eurodollar Rate Loans under the Existing Agreement. Except as otherwise provided for by the Borrowers by delivery to the Agent of an Application and Agreement for Letters of Credit prior to the Closing Date in accordance with the terms hereof, upon immediately before the effectiveness of this Agreement will be part of the Loans hereunder on the terms and conditions set forth in this Agreement. Without limitation on the foregoing, all Letters of Credit issued for the account each of the Borrowers under the Existing Agreement as hereby fully and unconditionally ratifies and affirms all of the Closing Date Financing Agreements, as amended, and agrees that all security interests granted to CIBC or the Administrative Agent in the Collateral thereunder shall constitute Letters from and after the date hereof secure all Liabilities hereunder but in favor of Credit hereunder.the Administrative Agent for the ratable benefit of the Lenders and the Administrative Agent. Notwithstanding the modifications effected by this Agreement of the representations, warranties and covenants of the Borrowers contained in the Original Revolving Loan Agreement, each of the Borrowers acknowledges and agrees that any choses in action or other rights created in favor of CIBC or the Administrative Agent and its successors and assigns arising out of the representations and warranties of the Borrowers contained in or delivered (including representations and warranties delivered in connection with the making of the loans or other extensions of credit thereunder) in connection with the Original Loan Agreement, shall survive the execution and delivery of this Agreement but in favor of the Lenders and the Administrative Agent; provided, however, that it is understood and agreed that -121-

Amendment and Restatement. The Borrowersparties to the Existing Credit Agreement, to the Agent and the Lenders extent party hereto, each hereby agree that upon the effectiveness of that, at such time as this Agreement, Agreement shall have become effective pursuant to the terms and provisions of Section 5.1, (a) the Existing Credit Agreement automatically shall be and hereby are deemed amended and restated in their its entirety by the terms and conditions of this Agreement and the terms and provisions of the Existing Agreement, except as otherwise provided herein, shall be superseded by this Agreement. Notwithstanding the amendment and restatement of the Existing Agreement by this Agreement, and (b) the Borrowers shall continue to be liable to the Agent Commitments and the Existing Lender with respect to (and to the extent of) agreements on the part of the Borrowers Loans under the Existing Credit Agreement to indemnify and hold harmless the Agent and the Existing Lender from and against all claims, demands, liabilities, damages, losses, costs, charges and expenses to which the Agent and the Existing Lender may as defined therein automatically shall be subject arising in connection replaced with the Existing AgreementCommitments and Loans hereunder. This Agreement is given as a substitution of, and not as a payment of, the obligations of Borrowers under the Existing Agreement and is not intended to constitute a novation of the Existing Credit Agreement. Except as otherwise selected by the Borrowers by delivery of a Borrowing Notice or Interest Rate Selection Notice prior to On the Closing Date in accordance with Date, (i)(x) the terms hereof, upon the effectiveness of this Agreement all amounts Credit Parties shall prepay any dollar tranche revolving credit loans outstanding and owing by Borrowers under the Existing Credit Agreement to the extent necessary to keep the outstanding Dollar Tranche Revolving Credit 151 CHAR1\1753066v5 Loans ratable with the revised Dollar Tranche Revolving Credit Commitments as of the Closing Date, as determined and (y) the dollar tranche revolving credit loans and dollar tranche revolving credit commitments made by the Lenders, shall constitute Base Rate Loans hereunder if such outstanding amounts were Base Rate Loans lenders under the Existing AgreementCredit Agreement shall be re-allocated and restated among the Lenders so that, and shall constitute Eurodollar Rate Loans hereunder if such outstanding amounts were Eurodollar Rate Loans under the Existing Agreement. Except as otherwise provided for by the Borrowers by delivery to the Agent of an Application and Agreement for Letters of Credit prior to the Closing Date in accordance with the terms hereof, upon the effectiveness of this Agreement, all Letters of Credit issued for the account of the Borrowers under the Existing Agreement as of the Closing Date Date, the respective Dollar Tranche Revolving Credit Commitments of the Lenders shall constitute Letters be as set forth on Schedule 1.1(b) and (ii)(x) the Credit Parties shall prepay any designated currency tranche revolving credit loans outstanding under the Existing Credit Agreement to the extent necessary to keep the outstanding Designated Currency Tranche Revolving Credit Loans ratable with the revised Designated Currency Tranche Revolving Credit Commitments as of the Closing Date, and (y) the designated currency tranche revolving credit loans and designated currency tranche revolving credit commitments made by the lenders under the Existing Credit hereunder.Agreement shall be re-allocated and restated among the Lenders so that, as of the Closing Date, the respective Designated Currency Tranche Revolving Credit Commitments of the Lenders shall be as set forth on Schedule 1.1(b). 152 CHAR1\1753066v5

Amendment and Restatement. (a) The Borrowers, the Administrative Agent and the Lenders hereby agree that upon the effectiveness of this Agreement, the terms and provisions of the Existing Credit Agreement shall be and hereby are amended and restated in their entirety by the terms and conditions of this Agreement and the terms and provisions of the Existing Credit Agreement, except as otherwise provided hereinin the next paragraph, shall be superseded by this Agreement. Notwithstanding the amendment and restatement of the Existing Credit Agreement by this Agreement, the Borrowers Company and all other obligors shall continue to be liable to the Administrative Agent and the Existing Lender Lenders with respect to (and to the extent of) agreements on the part of the Borrowers Company and all other obligors, respectively, under the Existing Credit Agreement to pay all principal, interest, fees and other amounts that have accrued on or before the date hereof and to indemnify and hold harmless the Administrative Agent and the Existing Lender Lenders from and against all claims, demands, liabilities, damages, losses, costs, charges and expenses to which the Administrative Agent and the Existing Lender Lenders may be subject arising in connection with the Existing AgreementCredit Agreement and as to which the Company or such obligors, as the case may be, have agreed under the Existing Credit Agreement to indemnify and hold harmless the Administrative Agent and the Lenders. This Agreement is given as a substitution of, and not as a payment of, the obligations of the Borrowers under the Existing Credit Agreement and is not intended to constitute a novation of the Existing Credit Agreement. Except Indebtedness (other than with respect to Competitive Loans) evidenced by the notes issued under the Existing Credit Agreement shall be allocated proportionally among the Lenders based on their respective Commitments in order that after giving effect thereto Lenders shall have outstanding loans representing their portion of the aggregate Commitment, as described on SCHEDULE 2.1 and the Lenders shall make appropriate payments to each other in order to accomplish such reallocation. On the Closing Date all outstanding principal of all Eurodollar Loans then outstanding under the Existing Credit Agreement shall be deemed to have been prepaid and, except as otherwise selected by the Borrowers by delivery of a Borrowing Notice on or Interest Rate Selection Notice prior to the Closing Date in accordance with the terms hereof, upon the effectiveness of this Agreement all amounts outstanding and owing by Borrowers the Company under the Existing Agreement as of the Closing Date, as determined by the Lenders, shall constitute Base Rate Loans hereunder if such outstanding amounts were Base Rate Loans under the Existing Agreement, and shall constitute Eurodollar Rate Loans hereunder if such outstanding amounts were Eurodollar Rate Loans under the Existing Agreement. Except as otherwise provided for by the Borrowers by delivery to the Agent of an Application and Agreement for Letters of Credit prior to the Closing Date in accordance with the terms hereof, upon the effectiveness of this Agreement, all Letters of Credit issued for the account of the Borrowers under the Existing Agreement as of the Closing Date shall, solely for purposes of Section 2.16, constitute ABR Borrowings. Upon its receipt of a Note hereunder, each Lender will promptly return to the Borrowers, marked "Cancelled" or "Replaced", any notes of the Borrowers held by such Lender pursuant to the Existing Credit Agreement. By execution or acknowledgment of this Agreement all parties hereto agree that each of the other Loan Documents is hereby amended such that all references to the Existing Credit Agreement and the Loans thereunder shall constitute Letters be deemed to refer to this Amended and Restated Credit Agreement and the continuation of Credit the Loans hereunder.

Amendment and Restatement. The Borrowers, This Agreement shall become effective on the Agent Closing Date and the Lenders hereby agree that upon the effectiveness of this Agreement, the terms and shall supersede all provisions of the Existing Credit Agreement as of such date. From and after the Closing Date, (a)(i) the commitments of those Lenders under the Existing Credit Agreement that are continuing as Lenders under this Agreement (the “Continuing Lenders”) shall be amended as set forth on Schedule 1 hereto and hereby (ii) the commitments of those “Lenders” under the Existing Credit Agreement that are amended and restated in their entirety by the terms and conditions of not continuing as Lenders under this Agreement (the “Non‑Continuing Lenders”) shall automatically be terminated and cease to have any further force or effect without further action by any Person, and shall be replaced with the terms respective Commitments of such Continuing Lenders and provisions of those Lenders party to this Agreement that were not “Lenders” under the Existing Credit Agreement immediately prior to the Closing Date (the “New Lenders”); (b) all outstanding “Revolving Loans” of the Non-Continuing Lenders shall be repaid in full (together with all interest accrued thereon and amounts payable pursuant to Section 1.11 hereof of the Existing AgreementCredit Agreement in connection with such payment, except as otherwise provided hereinand all fees accrued under the Existing Credit Agreement through the Closing Date) on the Closing Date (and the Company shall pay to each Continuing Lender all amounts, shall be superseded by this Agreement. Notwithstanding the amendment and restatement if any, payable pursuant to Section 1.11 hereof of the Existing Credit Agreement by this Agreement, as if the Borrowers shall continue to be liable to the Agent and the Existing Lender with respect to (and to the extent of) agreements outstanding Revolving Loans had been prepaid on the part Closing Date); and (c) all outstanding “Revolving Loans” of the Borrowers Continuing Lenders and all interests in outstanding “Letters of Credit” under the Existing Credit Agreement shall remain outstanding as the initial Revolving Loans and Letters of Credit hereunder. The Continuing Lenders and New Lenders each agree to indemnify make such purchases and hold harmless sales of interests in the Revolving Loans and L/C Obligations outstanding on the Closing Date between themselves so that each Continuing Lender and New Lender is then holding its relevant Revolver Percentage of outstanding Revolving Loans and risk participation interests in outstanding L/C Obligations based on their Revolving Credit Commitments as in effect after giving effect hereto (such purchases and sales shall be arranged through the Administrative Agent and each Lender hereby agrees to execute such further instruments and documents, if any, as the Administrative Agent may reasonably request in connection therewith), with all subsequent extensions of credit under this Agreement (including, without limitation, participations in respect of all Swing Line Loans and Letters of Credit) to be made in accordance with the respective Revolving Credit Commitments of the Lenders from time to time party to this Agreement as provided herein. All references made to the Existing Lender from and against all claimsCredit Agreement in any Credit Document or in any other instrument or document shall, demandswithout more, liabilities, damages, losses, costs, charges and expenses be deemed to which the Agent and the Existing Lender may be subject arising in connection with the Existing refer to this Agreement. This Agreement is given as a substitution of, amends and not as a payment of, the obligations of Borrowers under restates the Existing Credit Agreement and is not intended to constitute be or operate as a novation or an accord and satisfaction of the Existing AgreementCredit Agreement or the indebtedness, obligations and liabilities of the Borrower, or any Guarantor evidenced or provided for thereunder. Except as otherwise selected by 91 This Agreement is entered into between us for the Borrowers by delivery of a Borrowing Notice or Interest Rate Selection Notice prior to the Closing Date in accordance with the terms hereof, upon the effectiveness of this Agreement all amounts outstanding uses and owing by Borrowers under the Existing Agreement purposes hereinabove set forth as of the Closing Datedate first above written. “BORROWERS” and “GUARANTORS” CTS CORPORATION, an Indiana corporation By: /s/ Xxxxxx Xxxxxxx Name: Xxxxxx Xxxxxxx Title: Chief Financial Officer and Vice President CTS INTERNATIONAL B.V. By: /s/ Xxxxxx X. Xxxxxx Name: Xxxxxx X. Xxxxxx Title: Director B “GUARANTORS” CTS CORPORATION, a Delaware corporation By: /s/ Xxxxxx X. Xxxxxx Name: Xxxxxx X. Xxxxxx Title: Vice President and Secretary CTS ELECTRONIC COMPONENTS, INC. By: /s/ Xxxxxx X. Xxxxxx Name: Xxxxxx X. Xxxxxx Title: Vice President and Secretary CTS AUTOMOTIVE HOLDINGS, L.L.C. By: /s/ Xxxxxx X. Xxxxxx Name: Xxxxxx X. Xxxxxx Title: Vice President and Secretary “LENDERS” BMO XXXXXX BANK N.A., in its individual capacity as a Lender, as determined L/C Issuer, and as Administrative Agent By: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Director BANK OF AMERICA, N.A. By: /s/ Xxxxxx X. Xxxxxx Name: Xxxxxx X. Xxxxxx Title: Senior Vice President 94 PNC BANK, NATIONAL ASSOCIATION By: /s/ Xxxxxx X. Xxxxxx, Xx. Name: Xxxxxx X. Xxxxxx, Xx. Title: Senior Vice President XXXXX FARGO, N.A. By: /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Senior Vice President THE NORTHERN TRUST COMPANY By: /s/ Xxxx XxXxxxxxxxxx Name: Xxxx XxXxxxxxxxxx Title: Senior Vice President 97 U.S. BANK NATIONAL ASSOCIATION By: /s/ Xxxx Xxxxxxx Name: Xxxx Xxxxxxx Title: Senior Vice President EXHIBIT A NOTICE OF PAYMENT REQUEST [Date] [Name of Lender] [Address] Attention: Reference is made to the Amended and Restated Credit Agreement, dated as of February 12, 2019, among CTS Corporation, CTS International B.V., the Guarantors party thereto, the Lenders party thereto, and BMO Xxxxxx Bank N.A., as Administrative Agent (as extended, renewed, amended or restated from time to time, the “Credit Agreement”). Capitalized terms used herein and not defined herein have the meanings assigned to them in the Credit Agreement. [The Borrower has failed to pay its Reimbursement Obligation in the amount of $____________. Your Revolver Percentage multiplied by the Lendersunpaid Reimbursement Obligation is $_____________] or [__________________________ has been required to return a payment by such Borrower of a Reimbursement Obligation in the amount of $_______________. Your Revolver Percentage multiplied by the returned Reimbursement Obligation is $_______________.] Very truly yours, shall constitute Base Rate Loans hereunder if such outstanding amounts were Base Rate Loans under , as L/C Issuer By: Name: Title: EXHIBIT B NOTICE OF BORROWING Date: , ____ To: BMO Xxxxxx Bank N.A., as Administrative Agent for the Existing Lenders parties to the Amended and Restated Credit Agreement dated as of February 12, 2019 (as extended, renewed, amended or restated from time to time, the “Credit Agreement”), among CTS Corporation, CTS International B.V., certain signatories which are Guarantors thereto, certain Lenders which are signatories thereto, and BMO Xxxxxx Bank N.A., as Administrative Agent Ladies and Gentlemen: The undersigned, CTS Corporation (the “Company”), refers to the Credit Agreement, and shall constitute Eurodollar Rate Loans hereunder if such outstanding amounts were Eurodollar Rate Loans under the Existing Agreement. Except as otherwise provided for by the Borrowers by delivery to the Agent of an Application and Agreement for Letters of Credit prior to the Closing Date in accordance with the terms hereofdefined therein being used herein as therein defined, upon and hereby gives you notice irrevocably, pursuant to Section 1.5 of the effectiveness of this Credit Agreement, all Letters of Credit issued for the account of the Borrowers under the Existing Agreement as of the Closing Date shall constitute Letters of Credit hereunder.Borrowing specified below:

Amendment and Restatement. The BorrowersThis Agreement amends and restates in its entirety the 2014 Credit Agreement; and the Loan Parties confirm that the 2014 Credit Agreement, the other Loan Documents and the Collateral for the Obligations thereunder (as all such capitalized terms are defined in the 2014 Credit Agreement) have at all times, since the date of the execution and delivery of such documents, remained in full force and effect and continued to secure such obligations which are continued as the Obligations hereunder as amended hereby; and all such Collateral (as defined in the 2014 Credit Agreement) shall continue to secure the Obligations hereunder. The Loans hereunder are a continuation of the Loans under (and as such terms are defined in) the 2014 Credit Agreement. The Loan Parties, the Administrative Agent and the Lenders hereby acknowledge and agree that upon the effectiveness of this Agreement, the terms and provisions of the Existing Agreement shall be and hereby are amended and restated in their entirety by the terms and conditions of this Agreement and the terms and provisions of the Existing Agreement, except as otherwise provided herein, shall be superseded by this Agreement. Notwithstanding the amendment and restatement of the Existing 2014 Credit Agreement by this Agreement, the Borrowers shall continue to be liable to the Agent and the Existing Lender with respect to (and to the extent of) agreements on the part of the Borrowers under the Existing Agreement to indemnify and hold harmless the Agent and the Existing Lender from and against all claims, demands, liabilities, damages, losses, costs, charges and expenses to which the Agent and the Existing Lender may be subject arising in connection with the Existing Agreement. This Agreement is given as a substitution of, and not as a payment of, the obligations of Borrowers under the Existing Agreement and is not intended to constitute constitute, nor does it constitute, a novation novation, interruption, suspension of continuity, satisfaction, discharge or termination of the Existing Agreement. Except obligations, loans, liabilities, or indebtedness under the 2014 Credit Agreement and the other Loan Documents (as otherwise selected by such term is defined therein) thereunder or the Borrowers by delivery of a Borrowing Notice or Interest Rate Selection Notice prior collateral security therefor and this Agreement and the other Loan Documents are entitled to all rights and benefits originally pertaining to the Closing Date in accordance with 2014 Credit Agreement and the terms hereofother Loan Documents (as such term is defined therein). For the avoidance of doubt, the Loan Parties, the Administrative Agent and the Lenders acknowledge and agree that upon the effectiveness execution of this Agreement all amounts outstanding and owing by Borrowers under the Existing Agreement as of the Closing Date, as determined by the Lendersparties hereto, Hallador Energy Company shall constitute be the Borrower hereunder and shall no longer be, and is hereby released as, a Guarantor under this Agreement and any other Loan Document (but shall be bound as a Borrower), and Sunrise Coal, LLC shall be a Guarantor hereunder and shall no longer be, and is hereby released as, the Borrower under this Agreement and any other Loan Documents (but shall be bound as a Guarantor). SCHEDULE 1.l(A) PRICING GRID-- VARIABLE PRICING AND LETTER OF CREDIT FEES BASED ON LEVERAGE RATIO (PRICING EXPRESSED IN BASIS POINTS) Level Leverage Ratio Letter of Credit Fee Revolving Base Rate Loans hereunder if such outstanding amounts were Spread Revolving LIBOR Rate Spread Term Loan Base Rate Loans under Spread Term Loan LIBOR Rate Spread Commitment Fee VI Greater than or equal to 3.0 to 1.0 400 300 400 300 400 50 V Greater than or equal to 2.5 to 1.0 but less than 3.0 to 1.0 350 250 350 250 350 50 IV Greater than or equal to 2.0 to 1.0 but less than 2.5 to 1.0 300 200 300 200 300 50 Ill Greater than or equal to 1.5 to 1.0 but less than 2.0 to 1.0 275 175 275 175 275 37.5 II Greater than or equal to 1.0 to 1.0 but less than 1.5to 1.0 250 150 250 150 250 37.5 I Less than 1.0 to 1.0 225 125 225 125 225 37.5 For purposes of determining the Existing AgreementApplicable Margin, Commitment Fee, and shall constitute Eurodollar Rate Loans hereunder if such outstanding amounts were Eurodollar Rate Loans under the Existing Agreement. Except as otherwise provided for by the Borrowers by delivery to the Agent of an Application and Agreement for Letters Applicable Letter of Credit prior to the Closing Date in accordance with the terms hereof, upon the effectiveness of this Agreement, all Letters of Credit issued for the account of the Borrowers under the Existing Agreement as of the Closing Date shall constitute Letters of Credit hereunder.Fee Rate:

Amendment and Restatement. The BorrowersThis Agreement amends and restates the Existing Credit Agreement in its entirety. Each Borrower hereby agrees that (a) the Indebtedness outstanding under the Existing Credit Agreement and the Loan Documents (as defined in the Existing Credit Agreement; together with the Existing Credit Agreement, the Agent “Existing Credit Documents”) and all accrued and unpaid interest thereon and (b) all accrued and unpaid fees under the Existing Credit Documents, shall be deemed to be outstanding under and governed by this Agreement. Each Borrower hereby acknowledges, warrants, represents and agrees that this Agreement is not intended to be, and shall not be deemed or construed to be, a novation or release of the Existing Credit Documents. Each Lender which is a Lender under the Existing Credit Documents hereby waives any requirements for notice of prepayment, minimum amounts of prepayments of the loans thereunder, ratable reductions of the commitments of Lenders hereby agree under the Existing Credit Documents and ratable payments on account of the principal or interest of any loan under the Existing Credit Documents to the extent that any such prepayment, reductions or payments are required to ensure that, upon the effectiveness of this Agreement, the terms and provisions loans of the Existing Agreement Lenders shall be and outstanding on a ratable basis in accordance with their respective Applicable Percentage. Each Lender hereby are amended and restated in their entirety by authorizes the terms and conditions of this Agreement and the terms and provisions of the Existing Agreement, except as otherwise provided herein, shall be superseded by this Agreement. Notwithstanding the amendment and restatement of the Existing Agreement by this Agreement, the Borrowers shall continue to be liable to the Administrative Agent and the Existing Lender with respect Borrowers to (and request Borrowings from Lenders, to the extent of) agreements on the part make prepayment of the Borrowers loans under the Existing Agreement Credit Documents and to indemnify and hold harmless reduce the Agent and the Existing Lender from and against all claims, demands, liabilities, damages, losses, costs, charges and expenses to which the Agent and the Existing Lender may be subject arising in connection with the Existing Agreement. This Agreement is given as a substitution of, and not as a payment of, the obligations of Borrowers commitments under the Existing Agreement and is not intended Credit Documents among Lenders in order to constitute a novation of the Existing Agreement. Except as otherwise selected by the Borrowers by delivery of a Borrowing Notice or Interest Rate Selection Notice prior to the Closing Date in accordance with the terms hereof, upon the effectiveness of this Agreement all amounts outstanding and owing by Borrowers under the Existing Agreement as of the Closing Date, as determined by the Lenders, shall constitute Base Rate Loans hereunder if such outstanding amounts were Base Rate Loans under the Existing Agreement, and shall constitute Eurodollar Rate Loans hereunder if such outstanding amounts were Eurodollar Rate Loans under the Existing Agreement. Except as otherwise provided for by the Borrowers by delivery to the Agent of an Application and Agreement for Letters of Credit prior to the Closing Date in accordance with the terms hereofensure that, upon the effectiveness of this Agreement, all Letters the loans of Credit issued for the account Lenders shall be outstanding on a ratable basis in accordance with their respective Applicable Percentage. The parties hereto confirm, ratify and reaffirm each of the Borrowers Existing Credit Documents entered into prior to the Effective Date (but excluding the Existing Credit Agreement) and agree that such Existing Credit Documents continue to be legal, valid, binding and enforceable in accordance with their terms (except to the extent, amended, restated and superseded in connection with the transactions contemplated hereby). The Borrowers, jointly and severally, represent and warrant that, as of the Effective Date, there are no claims or offsets against, or defenses or counterclaims to, their obligations (or the obligations of any Guarantor) under the Existing Credit Agreement as or any other Existing Credit Documents. 114 Amended and Restated Schedule 2.01 Commitments LENDERS MAXIMUM REVOLVING CREDIT AMOUNT PRO RATA SHARE BOKF, NA DBA BANK OF OKLAHOMA $ 23,882,352.94 17.058823529 % BBVA USA $ 23,882,352.94 17.058823529 % BMO XXXXXX FINANCING, INC. $ 21,411,764.70 15.294117647 % BANK OF AMERICA, N.A. $ 21,411,764.70 15.294117647 % COMERICA BANK $ 11,529,411.77 8.000000000 % TORONTO-DOMINION BANK, NEW YORK BRANCH $ 11,529,411.77 8.000000000 % CANADIAN IMPERIAL BANK OF COMMERCE, NEW YORK BRANCH $ 11,529,411.77 8.000000000 % ARVEST BANK $ 4,941,176.47 3.529411765 % TRUIST BANK $ 4,941,176.47 3.529411765 % IMERIABANK, A DIVISION OF FIRST HORIZON BANK $ 4,941,176.47 3.529411765 % TOTALS $ 140,000,000.00 100.000000000 % Amended and Restated Schedule 3.19 Swap Agreements Unit Corp Gas Xxxxxx Date Volume Type Floor Cap Swap Exchange 7/1/2021 - 12/31/2021 30,000 Mmbtu/day Swap $(0.215) NGPL TexOk Basis 7/1/2021 - 10/31/2021 20,000 Mmbtu/day Swap $2.770 NYMEX Xxxxx Hub 7/1/2021 - 10/31/2021 30,000 Mmbtu/day Swap $2.850 NYMEX Xxxxx Hub 11/1/2021 - 12/31/2021 45,000 Mmbtu/day Swap $2.900 NYMEX Xxxxx Hub 1/1/2022 - 12/31/2022 35,000 Mmbtu/day Collar $2.500 $2.680 NYMEX Xxxxx Hub 1/1/2022 - 12/31/2022 5,000 Mmbtu/day Swap $2.605 NYMEX Xxxxx Hub 1/1/2023 - 12/31/2023 22,000 Mmbtu/day Swap $2.456 NYMEX Xxxxx Hub Unit Corp Oil Xxxxxx Date Volume Type Floor Cap Swap Exchange 7/1/2021 - 12/31/2021 3,000 Bbls/day Swap $44.65 NYMEX WTI 7/1/2021 - 7/31/2021 12,330 Swap $58.30 NYMEX WTI 8/1/2021 - 8/31/2021 10,000 Swap $58.30 NYMEX WTI 9/1/2021 - 9/30/2021 7,417 Swap $58.30 NYMEX WTI 10/1/2021 - 10/31/2021 5,467 Swap $58.30 NYMEX WTI 11/1/2021 - 11/30/2021 3,326 Swap $58.30 NYMEX WTI 12/1/2021 - 12/31/2021 1,487 Swap $58.30 NYMEX WTI 1/1/2022 - 12/31/2022 2,300 Bbls/day Swap $42.25 NYMEX WTI 1/1/2023 - 12/31/2023 1,300 Bbls/day Swap $43.60 NYMEX WTI Amended and Restated Schedule 3.19 1 of 2 Natural Gas (Mcf) Crude Oil (bbl) Date Current Volumes Hedged Hedge Requirement % Hedged Current Volumes Hedged Hedge Requirement % Hedged Total 12 months 16,135,000 14,671,404 76% 1,008,327 838,058 84% Total 24 months 11,342,000 8,373,348 68% 658,500 366,679 70% Total 36 months 4,048,000 — 29% 239,200 — 31% Natural Gas (Mcf) Crude Oil (bbl) Date Current Volumes Hedged Hedge Requirement % Hedged Current Volumes Hedged Hedge Requirement % Hedged Total 12 months 18,860,000 18,515,656 76% 1,156,000 1,115,069 78% Total 24 months 14,905,000 13,559,388 68% 882,200 860,524 78% Total 36 months 9,128,000 6,486,415 59% 535,500 464,328 58% *2020 Gas Xxxxxx are inclusive of collars placed with BMO in 2019 for 30,000Mcf/day Amended and Restated Schedule 3.19 2 of 2 Amended and Restated Schedule 6.13(j) Excluded Property 1) 100% of the Closing Date shall constitute Letters of Credit hereunder.Company’s limited liability company membership interests and other Equity Interests in Superior; and

Amendment and Restatement. This Agreements amends and restates in its entirety that certain Credit Agreement dated as of January 19, 2018 executed by and among Woodforest National Bank, as administrative agent, certain lenders therein named, and Xxxxxxxx (as the same may have been amended prior to the date hereof) (the “Existing Credit Agreement”). The Borrowersoutstanding commitments under the Existing Credit Agreement have been assigned, renewed, extended, modified, and rearranged as Commitments under and pursuant to the Agent and the Lenders hereby agree that upon the effectiveness terms of this Agreement. Certain of the Lenders (as Lenders under the Existing Credit Agreement) have agreed among themselves, in consultation with the Borrower, to adjust their respective Commitments and to terminate the commitments of certain lenders under the Existing Credit Agreement who will not become a Lender hereunder (each an “Exiting Lender”). The Administrative Agent, the terms Borrower and provisions each Exiting Lender (by receipt of the payment in full of the Loans as defined in, and owing to it under, the Existing Credit Agreement and, at such Exiting Lender’s request, under a separate exiting agreement executed by such Exiting Lender) consented to such reallocation and each Existing Xxxxxx’s adjustment of, and each Existing Xxxxxx’s assignment of, an interest in the commitments and the Existing Xxxxxxx’ partial assignments of their respective commitments. On ​ 117 ​ the date hereof, and after giving effect to such reallocations, adjustments, assignments and decreases, the Commitment of each Lender shall be as set forth on Schedule 2.01A. The Lenders shall make all appropriate adjustments and hereby are amended payments between and restated in their entirety by among themselves to account for the terms and conditions of this Agreement and revised pro rata shares resulting from the terms and provisions initial allocation of the Lenders’ commitments under the Existing Agreement, except Credit Agreement after adjustment as otherwise provided herein, shall be superseded for by this Agreement. Notwithstanding the amendment The Borrower and restatement of each Lender party hereto that was a “Lender” under the Existing Credit Agreement hereby agrees and this Section 9.20, and any exiting agreement executed by this Agreement, the Borrowers shall continue to be liable an Exiting Lender that is acceptable to the Administrative Agent and the Existing Lender with respect to (and to the extent of) agreements on the part of the Borrowers Borrower shall be deemed approved assignment forms as required under the Existing Agreement to indemnify and hold harmless the Agent and the Existing Lender from and against all claims, demands, liabilities, damages, losses, costs, charges and expenses to which the Agent and the Existing Lender may be subject arising in connection with the Existing Credit Agreement. This Agreement is given as a substitution of​ THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS REPRESENT THE FINAL AGREEMENT AMONG THE PARTIES HERETO AND XXXXXXX AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, and not as a payment of, the obligations CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES. ​ [Signature Pages Follow] ​ 118 ​ EXHIBIT D ​ Interest Election Request ​ [See attached.] ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Exhibit D ​ EXHIBIT F ​ Form of Borrowers under the Existing Agreement and is not intended to constitute a novation of the Existing Agreement. Except as otherwise selected by the Borrowers by delivery of a Borrowing Notice or Interest Rate Selection Notice prior to the Closing Date in accordance with the terms hereof, upon the effectiveness of this Agreement all amounts outstanding and owing by Borrowers under the Existing Agreement as of the Closing Date, as determined by the Lenders, shall constitute Base Rate Loans hereunder if such outstanding amounts were Base Rate Loans under the Existing Agreement, and shall constitute Eurodollar Rate Loans hereunder if such outstanding amounts were Eurodollar Rate Loans under the Existing Agreement. Except as otherwise provided for by the Borrowers by delivery to the Agent of an Application and Agreement for Letters of Credit prior to the Closing Date in accordance with the terms hereof, upon the effectiveness of this Agreement, all Letters of Credit issued for the account of the Borrowers under the Existing Agreement as of the Closing Date shall constitute Letters of Credit hereunderRequest [See attached.] ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Exhibit F

Amendment and Restatement. The BorrowersOn the Restatement Date, the Agent and the Lenders hereby agree that upon the effectiveness of this Agreement, the terms and provisions of the Existing Prior Credit Agreement shall be amended, restated and hereby are amended superseded in its entirety. The parties hereto acknowledge and restated in their entirety by the terms and conditions of agree that (i) this Agreement and the terms other Loan Documents executed and provisions delivered in connection herewith do not constitute a novation, payment and reborrowing, or termination of the Existing “Obligations” (as defined in the Prior Credit Agreement, except as otherwise provided herein, shall be superseded by this Agreement. Notwithstanding the amendment and restatement of the Existing Agreement by this Agreement, the Borrowers shall continue to be liable to the Agent and the Existing Lender with respect to (and to the extent of) agreements on the part of the Borrowers under the Existing Prior Credit Agreement to indemnify and hold harmless the Agent and the Existing Lender from and against all claims, demands, liabilities, damages, losses, costs, charges and expenses to which the Agent and the Existing Lender may be subject arising as in connection with the Existing Agreement. This Agreement is given as a substitution of, and not as a payment of, the obligations of Borrowers under the Existing Agreement and is not intended to constitute a novation of the Existing Agreement. Except as otherwise selected by the Borrowers by delivery of a Borrowing Notice or Interest Rate Selection Notice effect prior to the Closing Date Restatement Date; (ii) such “Obligations” are in accordance all respects continuing with only the terms hereof, thereof being modified as provided in this Agreement; (iii) the Liens as granted under the Loan Documents securing payment of such “Obligations” are in all respects continuing and in full force and effect and secure the payment of the Obligations (as defined in this Agreement) and are hereby fully ratified and affirmed; and (iv) upon the effectiveness of this Agreement all amounts loans and letters of credit outstanding and owing by Borrowers under the Existing Prior Credit Agreement as of the Closing Date, as determined by the Lenders, shall constitute Base Rate Loans hereunder if such outstanding amounts were Base Rate Loans under the Existing Agreement, and shall constitute Eurodollar Rate Loans hereunder if such outstanding amounts were Eurodollar Rate Loans under the Existing Agreement. Except as otherwise provided for by the Borrowers by delivery to the Agent of an Application and Agreement for Letters of Credit prior to the Closing Date in accordance with the terms hereof, upon immediately before the effectiveness of this Agreement, all Agreement will be part of the Loans and Letters of Credit issued for hereunder on the account terms and conditions set forth in this Agreement. Without limitation of the Borrowers under foregoing, Borrower hereby fully and unconditionally ratifies and affirms all Loan Documents and agrees that all collateral granted thereunder shall from and after the Existing date hereof secure all Obligations hereunder. Notwithstanding the modifications effected by this Agreement as of the Closing Date representations, warranties and covenants of Borrower contained in the Prior Credit Agreement, Borrower acknowledges and agrees that any causes of action or other rights created in favor of any Lender and its successors arising out of the representations and warranties of Borrower contained in or delivered (including representations and warranties delivered in connection with the making of the loans or other extensions of credit thereunder) in connection with the Prior Credit Agreement shall constitute Letters survive the execution and delivery of this Agreement. All indemnification obligations of Borrower pursuant to the Prior Credit hereunderAgreement (including any arising from a breach of the representations thereunder) shall survive the amendment and restatement of the Prior Credit Agreement pursuant to this Agreement.

Amendment and Restatement. The Borrowers, It is the Agent and the Lenders hereby agree that upon the effectiveness intention of this Agreement, the terms and provisions each of the Existing parties hereto that the Original Credit Agreement shall be and hereby are amended and restated in their its entirety pursuant hereto so as to preserve and continue the perfection and priority of all Liens securing Indebtedness and Obligations under the Original Credit Agreement and that all Indebtedness and Obligations of the Borrower and the Guarantors hereunder shall be secured by the terms Liens evidenced under the Collateral Documents and conditions of that the Second Restatement Amendment and this Agreement and the terms and provisions do not constitute a novation or termination of the Existing Indebtedness and Obligations existing under the Original Credit Agreement (or serve to terminate Section 10.04 or 10.05 of the Original Credit Agreement or any of the Borrower’s obligations thereunder with respect to the existing Lenders under the Original Credit Agreement). In addition, except as otherwise provided hereinunless specifically amended hereby, each of the Loan Documents shall continue in full force and effect and that, from and after the Amendment Effective Date, all references to the “Credit Agreement” contained therein shall be superseded by deemed to refer to this Agreement. Notwithstanding the amendment [THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK.] EXHIBIT K TO CREDIT AGREEMENT FORM OF AFFILIATED LENDER ASSIGNMENT AND ASSUMPTION This Assignment and restatement Assumption (this “Assignment and Assumption”) is dated as of the Existing Effective Date set forth below and is entered into by and between [the][each]1 Assignor identified in item 1 below ([the][each, an] “Assignor”) and [the][each]2 Assignee identified in item 2 below ([the][each, an] “Assignee”). [It is understood and agreed that the rights and obligations of [the Assignors][the Assignees]3 hereunder are several and not joint.]4 Capitalized terms used but not defined herein shall have the meanings given to them in the Second Amended and Restated Credit Agreement identified below (the “Credit Agreement”), receipt of a copy of which is hereby acknowledged by the Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Assumption as if set forth herein in full. For an agreed consideration, [the][each] Assignor hereby irrevocably sells and assigns to [the Assignee][the respective Assignees], and [the][each] Assignee hereby irrevocably purchases and assumes from [the Assignor][the respective Assignors], subject to and in accordance with the Standard Terms and Conditions and the Credit Agreement, as of the Borrowers shall continue to be liable to Effective Date inserted by the Administrative Agent as contemplated below (i) all of [the Assignor’s][the respective Assignors’] rights and obligations in [its capacity as a Lender][their respective capacities as Lenders] under the Existing Lender with respect to (Credit Agreement and any other documents or instruments delivered pursuant thereto to the extent of) agreements on related to the part amount and percentage interest identified below of all of such outstanding rights and obligations of [the Borrowers Assignor][the respective Assignors] under the Existing Agreement respective facilities identified below (including, without limitation, participations in Swing Line Loans and L/C Obligations included in such facility)and (ii) to indemnify and hold harmless the Agent and the Existing Lender from and against extent permitted to be assigned under applicable law, all claims, demandssuits, liabilitiescauses of action and any other right of [the Assignor (in its capacity as a Lender)][the respective Assignors (in their respective capacities as Lenders)] against any Person, damageswhether known or unknown, losses, costs, charges and expenses to which the Agent and the Existing Lender may be subject arising under or in connection with the Existing Credit Agreement. This Agreement is given as a substitution of, and not as a payment of, any other documents or instruments delivered pursuant thereto or the obligations of Borrowers under the Existing Agreement and is not intended loan transactions governed thereby or in any way based on or related to constitute a novation any of the Existing Agreement. Except as otherwise selected by the Borrowers by delivery of a Borrowing Notice foregoing, including, but not limited to, contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or Interest Rate Selection Notice prior in equity related to the Closing Date rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned by [the][any] Assignor to [the][any] Assignee pursuant to clauses (i) and (ii) above being referred to herein collectively as [the][an] “Assigned Interest”). Each such sale and assignment is without recourse to [the][any] Assignor and, except as expressly provided in accordance with the terms hereofthis Assignment and Assumption, upon the effectiveness of without representation or warranty by [the][any] Assignor. 1 For bracketed language here and elsewhere in this Agreement all amounts outstanding and owing by Borrowers under the Existing Agreement as of the Closing Date, as determined by the Lenders, shall constitute Base Rate Loans hereunder if such outstanding amounts were Base Rate Loans under the Existing Agreement, and shall constitute Eurodollar Rate Loans hereunder if such outstanding amounts were Eurodollar Rate Loans under the Existing Agreement. Except as otherwise provided for by the Borrowers by delivery form relating to the Agent of an Application and Agreement for Letters of Credit prior to Assignor(s), if the Closing Date in accordance with assignment is from a single Assignor, choose the terms hereoffirst bracketed language. If the assignment is from multiple Assignors, upon choose the effectiveness of this Agreement, all Letters of Credit issued for the account of the Borrowers under the Existing Agreement as of the Closing Date shall constitute Letters of Credit hereundersecond bracketed language.

Amendment and Restatement. The BorrowersOn the date hereof (the “Restatement Date”), the Agent Original Loan Agreement shall be amended, restated and the Lenders hereby superseded in its entirety by this Agreement. The parties hereto acknowledge and agree that upon the effectiveness of (a) this Agreement, the terms Revolving Credit Notes delivered pursuant to this Agreement (the “Restated Notes”) and provisions the other Financing Agreements executed and delivered in connection herewith do not constitute a novation, payment and reborrowing, or termination of the Existing Agreement shall be and hereby are amended and restated “Liabilities” (as defined in their entirety by the terms and conditions of this Agreement and the terms and provisions of the Existing Original Loan Agreement, except as otherwise provided herein, shall be superseded by this Agreement. Notwithstanding the amendment and restatement of the Existing Agreement by this Agreement, the Borrowers shall continue to be liable to the Agent and the Existing Lender with respect to (and to the extent of) agreements on the part of the Borrowers under the Existing Original Loan Agreement to indemnify and hold harmless the Agent and the Existing Lender from and against all claims, demands, liabilities, damages, losses, costs, charges and expenses to which the Agent and the Existing Lender may be subject arising as in connection with the Existing Agreement. This Agreement is given as a substitution of, and not as a payment of, the obligations of Borrowers under the Existing Agreement and is not intended to constitute a novation of the Existing Agreement. Except as otherwise selected by the Borrowers by delivery of a Borrowing Notice or Interest Rate Selection Notice effect prior to the Closing Date Restatement Date; (b) such “Liabilities” are in accordance all respects continuing with only the terms hereof, thereof being amended and modified as provided in this Agreement; (c) the Liens granted in the Collateral pursuant to the Financing Agreements securing payment of such “Liabilities” are in all respects continuing and in full force and effect and secure the payment of the Liabilities (as defined in this Agreement) and are hereby fully ratified and affirmed; and (d) upon the effectiveness of this Agreement all amounts loans outstanding and owing by Borrowers under the Existing Original Loan Agreement as of the Closing Date, as determined by the Lenders, shall constitute Base Rate Loans hereunder if such outstanding amounts were Base Rate Loans under the Existing Agreement, and shall constitute Eurodollar Rate Loans hereunder if such outstanding amounts were Eurodollar Rate Loans under the Existing Agreement. Except as otherwise provided for by the Borrowers by delivery to the Agent of an Application and Agreement for Letters of Credit prior to the Closing Date in accordance with the terms hereof, upon immediately before the effectiveness of this Agreement will be part of the Loans hereunder on the terms and conditions set forth in this Agreement. Without limitation on the foregoing, all Letters of Credit issued for the account each of the Borrowers hereby fully and unconditionally ratifies and affirms all of the Financing Agreements, as amended, and agrees that all security interests granted to PrivateBank in the collateral thereunder shall from and after the date hereof secure all Liabilities hereunder but in favor of the Administrative Agent for the ratable benefit of the Lenders and the Administrative Agent. Notwithstanding the modifications effected by this Agreement of the representations, warranties and covenants of the Borrowers contained in the Original Loan Agreement, each of the Borrowers acknowledges and agrees that any choses in action or other rights created in favor of PrivateBank and its successors and assigns arising out of the representations and warranties of the Borrowers contained in or delivered (including representations and warranties delivered in connection with the making of the loans or other extensions of credit thereunder) in connection with the Original Loan Agreement, shall survive the execution and delivery of this Agreement but in favor of the Lenders and the Administrative Agent; provided, however, that it is understood and agreed that the Borrowers’ monetary obligations under the Existing Original Loan Agreement as in respect of the Closing Date loans and letters of credit thereunder are evidenced by this Agreement. All indemnification obligations of the Borrowers pursuant to the Original Loan Agreement shall constitute Letters survive the amendment and restatement of the Original Loan Agreement pursuant to this Agreement. On and after the Restatement Date, (a) each reference in the Financing Agreements to the “Loan Agreement”, “Loan and Security Agreement”, “thereunder”, “thereof” or similar words referring to the Loan Agreement shall mean and be a reference to this Agreement and (b) each reference in the Financing Agreements to a “Note” or “Revolving Credit hereunderNote” shall mean and be a Revolving Credit Note as defined in this Agreement.

Amendment and Restatement. The BorrowersBorrower, the Agent and the Lenders hereby agree that upon the effectiveness of this Agreement, the terms and provisions of the Existing Agreement shall be and hereby are amended and restated in their entirety by the terms and conditions of this Agreement and the terms and provisions of the Existing Agreement, except as otherwise provided herein, shall be superseded by this Agreement. Notwithstanding the is an amendment and restatement of the Existing Credit Agreement by this Agreement, the Borrowers shall continue to be liable to the Agent and the Existing Lender with respect to (and to the extent of) agreements on the part of the Borrowers under the Existing Agreement to indemnify and hold harmless the Agent and the Existing Lender from and against all claims, demands, liabilities, damages, losses, costs, charges and expenses to which the Agent and the Existing Lender may be subject arising in connection with the Existing Agreement. This Agreement is given as a substitution of, and not as a payment of, the obligations of Borrowers under the Existing Agreement and is not intended to constitute a novation of the Existing Credit Agreement. Except as otherwise selected As a consequence, the obligations, indebtedness and liabilities outstanding under the Existing Credit Agreement shall constitute obligations, indebtedness and liabilities hereunder governed by the Borrowers by delivery of a Borrowing Notice or Interest Rate Selection Notice prior to the Closing Date in accordance with the terms hereof. Such obligations, upon indebtedness and liabilities shall be continuing in all respects, and this Agreement shall not be deemed to evidence or result in a novation of such obligations, indebtedness and liabilities or a repayment and reborrowing of such obligations, indebtedness and liabilities. The Existing Credit Agreement has been amended and restated solely for the purposes of reflecting amendments to the Existing Credit Agreement which the Lenders, the Agent and the Borrower have agreed upon. All references to the "Credit Agreement" contained in any Documents delivered prior to the effectiveness of this Agreement all amounts outstanding and owing by Borrowers shall be references to this Agreement without further amendment to those Documents. All deliverables made under the Existing Credit Agreement as of the Closing Date, as determined by the Lenders, shall constitute Base Rate Loans hereunder if such outstanding amounts were Base Rate Loans be deemed to have been delivered under the Existing Agreement, and shall constitute Eurodollar Rate Loans hereunder if such outstanding amounts were Eurodollar Rate Loans under the Existing Agreement. Except as otherwise provided for by the Borrowers by delivery to the Agent of an Application and Agreement for Letters of Credit prior to the Closing Date in accordance with the terms hereof, upon the effectiveness of this Agreement, all Letters of Credit issued for the account provided that any guarantee granted by any Material Restricted Subsidiary in respect of the Borrowers under Existing Credit Agreement shall be superseded and replaced by the Existing Guarantee Agreement provided by such Material Restricted Subsidiary pursuant to this Agreement and is hereby terminated. Each Lender authorizes the Agent to take all actions and make such adjustments as of are reasonably necessary to give effect to the Closing Date shall constitute Letters of Credit hereunderforegoing.

Amendment and Restatement. The Borrowers, the Agent and the Lenders hereby agree that upon the effectiveness of this Agreement, the terms and provisions of the Existing Agreement shall be and hereby are amended and restated in their entirety by the terms and conditions of this Agreement and the terms and provisions of the Existing Agreement, except as otherwise provided herein, shall be superseded by this Agreement. Notwithstanding the amendment and restatement of the Existing Agreement by this Agreement, the Borrowers shall continue to be liable to the Agent and the Existing Lender with respect to (and to the extent of) agreements on the part of the Borrowers under the Existing Agreement to indemnify and hold harmless the Agent and the Existing Lender from and against all claims, demands, liabilities, damages, losses, costs, charges and expenses to which the Agent and the Existing Lender may be subject arising in connection with the Existing Agreement. This Agreement is given as a substitution of, amends and not as a payment of, restates the obligations of Borrowers under the Existing Original DIP Credit Agreement and is not intended to constitute be or operate as a novation or an accord and satisfaction of the Existing AgreementOriginal DIP Credit Agreement or the obligations of the Debtors evidenced or provided for thereunder. Except as otherwise selected by Without limiting the Borrowers by generality of the foregoing, each Debtor agrees that notwithstanding the execution and delivery of a Borrowing Notice or Interest Rate Selection Notice prior this Agreement, the Liens previously granted to the Closing Date DIP Agent pursuant to the Original DIP Credit Agreement and the Interim Financing Order shall be and remain in accordance with full force and effect and that any rights and remedies of the terms hereofDIP Agent and the Lenders thereunder and obligations of each Debtor thereunder shall be and remain in full force and effect, upon shall not be affected, impaired or discharged thereby and shall secure all of the effectiveness of this Agreement all amounts outstanding Debtors’ Post-Petition Obligations to the DIP Agent and owing by Borrowers the Lenders under the Existing Original DIP Credit Agreement as amended and restated hereby. Nothing herein contained shall in any manner affect or impair the priority of the Closing Date, as determined by the Lenders, shall constitute Base Rate Loans hereunder if such outstanding amounts were Base Rate Loans under the Existing Agreement, Liens created and shall constitute Eurodollar Rate Loans hereunder if such outstanding amounts were Eurodollar Rate Loans under the Existing Agreement. Except as otherwise provided for by the Borrowers by delivery Original DIP Credit Agreement and the Interim Financing Order as to the Agent of an Application indebtedness, obligations and Agreement for Letters of Credit liabilities that would be secured thereby prior to the Closing Date in accordance with the terms hereof, upon the effectiveness of this Agreement, all Letters of giving effect hereto. This Amended and Restated Post-Petition Credit issued Agreement is entered into between us for the account of the Borrowers under the Existing Agreement uses and purposes hereinabove set forth as of the Closing Date shall constitute Letters date first above written. “Borrower” Pilgrim’s Pride Corporation, as debtor and debtor-in-possession By /s/ Xxxxxxx X. Xxxxxxx Its Chief Financial Officer, Secretary and Treasurer “Guarantors” PFS Distribution Company, as debtor and debtor-in-possession By /s/ Xxxxxxx X. Xxxxxxx Its Chief Financial Officer, Secretary and Treasurer PPC Transportation Company, as debtor and debtor-in-possession By /s/ Xxxxxxx X. Xxxxxxx Its Chief Financial Officer, Secretary and Treasurer Pilgrim’s Pride Corporation of Credit hereunder.West Virginia, Inc., as debtor and debtor-in-possession By /s/ Xxxxxxx X. Xxxxxxx Its Chief Financial Officer, Secretary and Treasurer PPC Marketing, Ltd., as debtor and debtor-in-possession By: Pilgrim's Pride Corporation, as General Partner By /s/ Xxxxxxx X. Xxxxxxx Its Chief Financial Officer, Secretary and Treasurer To-Ricos, Ltd., as debtor and debtor-in-possession By /s/ Xxxxxxx X. Xxxxxxx Its Chief Financial Officer, Secretary and Treasurer To-Ricos Distribution, Ltd., as debtor and debtor-in-possession By /s/ Xxxxxxx X. Xxxxxxx Its Chief Financial Officer, Secretary and Treasurer “DIP Agent, Swing Line Lender and L/C Issuer ” Bank of Montreal, as a Lender, Swing Line Lender, L/C Issuer and as DIP Agent By /s/ Xxxxx Xxxxxxxx Its Senior Vice President “Lenders” Cooperatieve Centrale Raiffeisen-Boerenleenbank B.A. “Rabobank Nederland” New York Branch By /s/ Xxxxxxx X. Xxxxx Its Executive Director By /s/ Xxxxxxx X. Xxxxxx Its Executive Director U.S. Bank National Association By /s/ Xxxx X. Xxxxx Its Vice President Xxxxx Fargo Bank National Association By /s/ Xxxxx Xxxxxxx Its Senior Vice President ING Capital LLC By /s/ Xxxxx Xxxxxxx Its Managing Director CALYON New York Branch By/Illegible/ Its Managing Director By/s/ Xxxx Xxxxxxx Its Managing Director Natixis New York Branch By/s/ Xxxxx Xxxxxxx Its Managing Director By/s/ Xxxxxxx X. Xxxxxxx Its Managing Director SunTrust Bank By/s/ Xxxxx X. Xxxxxx Its Senior Vice President First National Bank of Omaha By/s/ Xxxx Xxxxxx Its Vice President

Amendment and Restatement. The BorrowersThis Agreement is intended to amend and restate the provisions of that certain Second Amended and Restated Credit Agreement dated as of December 9, 2010 among the Borrower, the Agent Administrative Agent, and Lenders party thereto (as amended, amended and restated, supplemented or otherwise modified prior to the Lenders hereby agree that upon date hereof, the effectiveness “Prior Credit Agreement”) and, except as expressly modified herein, (x) all of this Agreement, the terms and provisions of the Existing Prior Credit Agreement shall continue to apply for the period prior to the Effective Date, including any determinations of payment dates, interest rates, Events of Default or any amount that may be payable to the Administrative Agent or the Lenders, (y) the Obligations under (and hereby are amended and restated in their entirety by as defined in) the terms and conditions of this Prior Credit Agreement and the terms and provisions of the Existing Agreement, except as otherwise provided herein, shall be superseded by this Agreement. Notwithstanding the amendment and restatement of the Existing Agreement by this Agreement, the Borrowers shall continue to be liable to the Agent and the Existing Lender with respect to (and to the extent of) agreements paid or prepaid on the part of the Borrowers under the Existing Agreement to indemnify and hold harmless the Agent and the Existing Lender from and against all claims, demands, liabilities, damages, losses, costs, charges and expenses to which the Agent and the Existing Lender may be subject arising in connection with the Existing Agreement. This Agreement is given as a substitution of, and not as a payment of, the obligations of Borrowers under the Existing Agreement and is not intended to constitute a novation of the Existing Agreement. Except as otherwise selected by the Borrowers by delivery of a Borrowing Notice or Interest Rate Selection Notice prior to the Closing Effective Date in accordance with the terms hereof, upon the effectiveness of this Agreement all amounts outstanding and owing by Borrowers under the Existing Agreement as of the Closing Date, as determined by the Lenders, shall constitute Base Rate Loans hereunder if such outstanding amounts were Base Rate Loans under the Existing Prior Credit Agreement, and shall constitute Eurodollar Rate Loans from and after the Effective Date continue to be owing as Obligations hereunder if such outstanding amounts were Eurodollar Rate and be subject to the terms of this Agreement and (z) this Agreement shall not be deemed to evidence or result in a novation or repayment of the Loans under (and as defined in) the Existing AgreementPrior Credit Agreement and reborrowing hereunder, but obligations under the Prior Credit Agreement and Liens securing payment and performance thereof shall in all respects be continuing as Obligations under this Agreement and Liens securing payment and performance thereof. Except as otherwise provided for by the Borrowers by delivery to the Agent of an Application and Agreement for All Letters of Credit prior to under (and as defined in) the Closing Date in accordance with Prior Credit Agreement and outstanding on the terms hereof, upon the effectiveness of this Agreement, all date hereof shall continue as Letters of Credit issued for under this Agreement. The Lenders’ Commitments under (and as defined in) the account of Prior Credit Agreement are hereby restated as set forth on the Borrowers under Commitment Schedule to this Agreement. All references in the Existing other Loan Documents and the Loan Documents executed in connection with the Prior Credit Agreement as of to (i) the Closing Date Prior Credit Agreement or the “Credit Agreement” shall constitute Letters of Credit hereunder.be deemed to include references to this Agreement and all amendments, restatements and modifications to this Agreement and (ii) the “Lenders” or a “Lender” or to the “Agent” or “

Amendment and Restatement. The Borrowers(a) On the Restatement Date, the Agent Original Credit Agreement shall be amended, restated and superseded in its entirety by this Agreement. The parties hereto acknowledge and agree that (i) this Agreement, any Promissory Note, and the Lenders other Loan Documents executed and delivered in connection herewith do not constitute a novation, payment and reborrowing, or termination of the Existing Term Loans, the Existing Revolving Credit Commitments, or any other “Obligations” (as defined in the Original Credit Agreement) under the Original Credit Agreement as in effect prior to the Restatement Date; (ii) the “Loans” and “Obligations” (each as defined in the Original Credit Agreement) have not become due and payable prior to the Restatement Date as a result of the amendment and restatement of the Original Credit Agreement, except as otherwise expressly stated herein, (iii) such “Obligations” are in all respects continuing with only the terms thereof being modified as provided in this Agreement; (iv) the Liens as granted hereunder under the Collateral Documents securing payment of such “Obligations” are in all respects continuing and in full force and effect and secure the payment of the Obligations (as defined in this Agreement) and are hereby agree that fully ratified and affirmed; and (v) upon the effectiveness of this Agreement, the terms and provisions of the Existing Agreement shall be and hereby are amended and restated in their entirety by the terms and conditions of this Agreement and the terms and provisions of the Existing Agreement, except as otherwise provided herein, shall be superseded by this Agreement. Notwithstanding the amendment and restatement of the Existing Agreement by this Agreement, the Borrowers shall continue to be liable to the Agent and the Existing Lender with respect to (and to the extent ofx) agreements on the part of the Borrowers all loans outstanding under the Existing Original Credit Agreement to indemnify and hold harmless the Agent and the Existing Lender from and against all claims, demands, liabilities, damages, losses, costs, charges and expenses to which the Agent and the Existing Lender may be subject arising in connection with the Existing Agreement. This Agreement is given as a substitution of, and not as a payment of, the obligations of Borrowers under the Existing Agreement and is not intended to constitute a novation of the Existing Agreement. Except as otherwise selected by the Borrowers by delivery of a Borrowing Notice or Interest Rate Selection Notice prior to the Closing Date in accordance with the terms hereof, upon immediately before the effectiveness of this Agreement all amounts outstanding that are not repaid or terminated on the Restatement Date will be part of the Loans hereunder on the terms and owing by Borrowers under conditions set forth in this Agreement, (y) the Existing Agreement Revolving Credit Commitments shall constitute Initial Revolving Credit Commitments hereunder on the terms and conditions set forth in this Agreement, and (z) the Administrative Agent shall make such transfers of funds as are necessary in order that the outstanding balance of such Loans, together with any Loans funded on the Restatement Date, reflect the respective Commitments of the Lenders hereunder as of the Closing Restatement Date. Without limitation of the foregoing, as determined by the Lenders, shall constitute Base Rate Loans hereunder if such outstanding amounts were Base Rate Loans under the Existing Agreement, each Borrower and shall constitute Eurodollar Rate Loans hereunder if such outstanding amounts were Eurodollar Rate Loans under the Existing Agreement. Except as otherwise provided for by the Borrowers by delivery each other Loan Party hereby fully and unconditionally ratifies and affirms all security interests granted pursuant to the Agent of an Application Original Credit Agreement and Agreement for Letters of the other Collateral Documents (as defined in the Original Credit prior to Agreement) and agrees that all collateral granted thereunder shall from and after the Closing Restatement Date in accordance with the terms hereof, upon the effectiveness of this Agreement, secure all Letters of Credit issued for the account of the Borrowers under the Existing Agreement as of the Closing Date shall constitute Letters of Credit Obligations hereunder.

Amendment and Restatement. The Borrowers, the Agent and the Lenders hereby agree that upon the effectiveness of this Agreement, the terms and provisions of the Existing Agreement shall be and hereby are amended and restated in their entirety by the terms and conditions of this Agreement and the terms and provisions of the Existing Agreement, except as otherwise provided herein, shall be superseded by this Agreement. Notwithstanding In connection with the amendment and restatement of the Existing Credit Agreement pursuant hereto, Borrower, Administrative Agent and the Lenders shall as of the Effective Date make adjustments to the outstanding principal amount of the “Revolving Credit Loans” under the Existing Credit Agreement (as such term is defined therein) (but not any interest accrued thereon prior to the Effective Date or any accrued commitment fees under the Existing Credit Agreement prior to the Effective Date), including the borrowing of additional Revolving Credit Loans hereunder and the repayment of “Revolving Credit Loans” under the Existing Credit Agreement (as such term is defined therein) plus all applicable accrued interest, fees and expenses as shall be necessary to provide for Revolving Credit Loans by each Lender in proportion to, and in any event not in excess of, the amount of its relevant Commitment as of the Effective Date, but in no event shall such adjustment of any “Eurodollar Loans” (as defined in the Existing Credit Agreement) entitle any Lender to any reimbursement under Section 2.15 hereof or Section 2.15 of the Existing Credit Agreement; provided that the foregoing is not intended to relieve Borrower for paying any such costs to lenders under the Existing Credit Agreement to the extent such lenders are not Lenders under this Agreement, the Borrowers and each Lender shall continue be deemed to be liable to the Agent have made an assignment of its outstanding Loans and the Existing Lender with respect to (and to the extent of) agreements on the part of the Borrowers commitments under the Existing Credit Agreement and assumed outstanding Loans and commitments of other Lenders under the Existing Credit Agreement as may be necessary to indemnify effect the foregoing. The parties hereto acknowledge and hold harmless the Agent agree that (a) this Agreement, any promissory notes delivered pursuant this Agreement and the other Loan Documents executed and delivered in connection herewith do not constitute a novation or termination of the “Obligations” (as defined in the Existing Lender from Credit Agreement) under the Existing Credit Agreement as in effect prior to the Effective Date and against (b) such “Obligations” are in all claims, demands, liabilities, damages, losses, costs, charges and expenses to which respects continuing with only the Agent terms thereof being modified as provided in this Agreement and the Obligations hereunder are in renewal and extension of the obligations and indebtedness under the Existing Lender may be subject Credit Agreement. Notwithstanding the modifications effected by this Agreement of the representations, warranties and covenants of the Borrower contained in the Existing Credit Agreement, the Borrower acknowledges and agrees that any causes of action or other rights created in favor of the Administrative Agent, any Issuing Bank or any Lender, in each case, arising out of the representations and warranties of the Borrower contained in or delivered in connection with the Existing Agreement. This Credit Agreement is given as a substitution ofshall survive the execution, delivery and not as a payment of, the obligations of Borrowers under the Existing Agreement and is not intended to constitute a novation of the Existing Agreement. Except as otherwise selected by the Borrowers by delivery of a Borrowing Notice or Interest Rate Selection Notice prior to the Closing Date in accordance with the terms hereof, upon the effectiveness of this Agreement all amounts outstanding and owing by Borrowers to the extent provided in the Existing Credit Agreement prior to the termination thereof. All indemnification obligations of the Borrower arising under the Existing Credit Agreement (including any arising from a breach of the representations thereunder) shall survive to the extent provided in the Existing Credit Agreement prior to the termination thereof. In addition, as of the Closing Effective Date, as determined by the Lenders, shall constitute Base Rate Loans hereunder if such each Letter of Credit outstanding amounts were Base Rate Loans under the Existing Agreement, and Credit Agreement shall constitute Eurodollar Rate Loans hereunder if such outstanding amounts were Eurodollar Rate Loans be deemed to have been issued under the Existing Agreement. Except as otherwise provided for by the Borrowers by delivery to the Agent of an Application and Agreement for Letters of Credit prior to the Closing Date in accordance with the terms hereof, upon the effectiveness of this Agreement, all Letters of Credit issued for the account of the Borrowers under the Existing Agreement as of the Closing Date shall constitute Letters of Credit hereunder.

Amendment and Restatement. The Borrowers, It is the Agent and the Lenders hereby agree that upon the effectiveness intention of this Agreement, the terms and provisions each of the parties hereto that (a) the Existing Credit Agreement shall be and hereby are amended and restated in their its entirety pursuant to this Agreement so as to preserve the perfection and priority of all security interests securing indebtedness and obligations under the Existing Credit Agreement, (b) all Indebtedness and Obligations of the Borrower and the Guarantors hereunder and under the other Loan Documents shall be secured by the terms liens and conditions of security interests evidenced under the Loan Documents and (c) this Agreement does not constitute a novation or termination of the obligations and liabilities existing under the terms and provisions Existing Credit Agreement (or serve to terminate Section 10.3 of the Existing 165 Credit Agreement or any of the Borrower’s obligations thereunder with respect to the Administrative Agent (as defined in the Existing Credit Agreement, except ) or the Lenders (as otherwise provided herein, shall be superseded by defined in the Existing Credit Agreement) or any other Indemnitee (as defined in the Existing Credit Agreement)). The parties hereto further acknowledge and agree that this Agreement. Notwithstanding the Agreement constitutes an amendment and restatement of the Existing Credit Agreement by this Agreement, the Borrowers shall continue to be liable to the Agent made under and the Existing Lender with respect to (and to the extent of) agreements on the part of the Borrowers under the Existing Agreement to indemnify and hold harmless the Agent and the Existing Lender from and against all claims, demands, liabilities, damages, losses, costs, charges and expenses to which the Agent and the Existing Lender may be subject arising in connection with the Existing Agreement. This Agreement is given as a substitution of, and not as a payment of, the obligations of Borrowers under the Existing Agreement and is not intended to constitute a novation of the Existing Agreement. Except as otherwise selected by the Borrowers by delivery of a Borrowing Notice or Interest Rate Selection Notice prior to the Closing Date in accordance with the terms hereof, upon the effectiveness of this Agreement all amounts outstanding and owing by Borrowers under Section 10.2 of the Existing Credit Agreement. In addition, unless specifically amended hereby or in connection herewith, each of the Loan Documents shall continue in full force and effect. This Agreement as of restates and replaces, in its entirety, the Existing Credit Agreement; from and after the Closing Date, as determined by any reference in any of the Lenders, other Loan Documents to the “Credit Agreement” or any like term shall constitute Base Rate Loans hereunder if be deemed to refer to this Agreement. Each Lender with a Revolving Commitment on the Closing Date shall be deemed to have agreed that its Revolving Commitment set forth on Schedule I hereto replaces in its entirety such outstanding amounts were Base Rate Loans Lender’s “Revolving Commitment” under the Existing Agreement, Credit Agreement (if any). Each of the Lenders party hereto that was a Lender under and shall constitute Eurodollar Rate Loans hereunder if such outstanding amounts were Eurodollar Rate Loans under as defined in the Existing Agreement. Except Credit Agreement hereby waives any Event of Default under and as otherwise provided defined in the Existing Credit Agreement resulting from the restatement of those certain audited consolidated financial statements for by PGI and its Subsidiaries for the Borrowers by delivery to Fiscal Years ended December 31, 2021 and December 31, 2022, including in each case the Agent related statements of an Application income, shareholders’ equity and Agreement for Letters of Credit cash flows, which restatement occurred prior to the Closing Date in accordance with the terms hereof, upon the effectiveness of this Agreement, all Letters of Credit issued for the account of the Borrowers under the Existing Agreement as of the Closing Date shall constitute Letters of Credit hereunderDate.

Amendment and Restatement. The Borrowers(a) THIS SECOND AMENDED AND RESTATED CREDIT AGREEMENT REPLACES THE EXISTING CREDIT AGREEMENT. THIS SECOND AMENDED AND RESTATED CREDIT AGREEMENT IS NOT INTENDED TO CONSTITUTE, AND DOES NOT CONSTITUTE, A NOVATION OR SATISFACTION OF THE OBLIGATIONS REPRESENTED BY THE EXISTING CREDIT AGREEMENT. (b) Simultaneously with the effectiveness of this Agreement on the Closing Date, the Agent parties hereby agree that, notwithstanding the provisions regarding assignments set forth in Section 11.8 hereof and Section 11.8 of the Existing Credit Agreement, the Commitments and Ratable Shares shall be as set forth in Schedule 1.1(B), and the portion of the outstanding Loans and participations with respect to Letters of Credit and Swing Loans outstanding under the Existing Credit Agreement shall be reallocated in accordance with such Ratable Shares and the requisite assignments shall be deemed to be made in such amounts by and between the Lenders and from each Lender to each other Lender, with the same force and effect as if such assignments were evidenced by applicable Assignment and Assumption Agreements (as defined in the Existing Credit Agreement) under the Existing Credit Agreement.Notwithstanding anything to the contrary in Section 11.8 of the Existing Credit Agreement or Section 11.8 of this Agreement, no other documents or instruments, including any Assignment and Assumption Agreements, shall be executed in connection with these assignments (all of which requirements are hereby agree that upon waived), and such assignments shall be deemed to be made with all applicable representations, warranties and covenants as if evidenced by an Assignment and Assumption Agreement. On the Closing Date and substantially concurrently with the effectiveness of this Agreement, to the terms and provisions of the Existing Agreement shall be and hereby are amended and restated in their entirety by the terms and conditions of this Agreement and the terms and provisions of the Existing Agreement, except as otherwise provided herein, shall be superseded by this Agreement. Notwithstanding the amendment and restatement of the Existing Agreement by this Agreementextent necessary, the Borrowers Lenders shall continue to be liable to make full cash settlement with each other either directly or through the Administrative Agent, as the Administrative Agent and the Existing Lender may direct or approve, with respect to (all such assignments and reallocations such that after giving effect to such settlements each Lender’s Ratable Shares with respect to the extent ofCommitments shall be as set forth on Schedule 1.1(B) agreements on the part of the Borrowers under the Existing Agreement to indemnify and hold harmless the Agent and the Existing Lender from and against all claims, demands, liabilities, damages, losses, costs, charges and expenses to which the Agent and the Existing Lender may be subject arising in connection with the Existing Agreement. This Agreement is given as a substitution of, and not as a payment of, the obligations of Borrowers under the Existing Agreement and is not intended to constitute a novation of the Existing Agreement. Except as otherwise selected by the Borrowers by delivery of a Borrowing Notice or Interest Rate Selection Notice prior to the Closing Date in accordance with the terms hereof, upon the effectiveness of this Agreement all amounts outstanding and owing by Borrowers under the Existing Agreement as of the Closing Date, as determined by the Lenders, shall constitute Base Rate Loans hereunder if such outstanding amounts were Base Rate Loans under the Existing Agreement, and shall constitute Eurodollar Rate Loans hereunder if such outstanding amounts were Eurodollar Rate Loans under the Existing Agreement. Except as otherwise provided for by the Borrowers by delivery to the Agent of an Application and Agreement for Letters of Credit prior to the Closing Date in accordance with the terms hereof, upon the effectiveness of this Agreement, all Letters of Credit issued for the account of the Borrowers under the Existing Agreement as of the Closing Date shall constitute Letters of Credit hereunder.this

Amendment and Restatement. The BorrowersOn the Restatement Date, the Agent and the Lenders hereby agree that upon the effectiveness of this Agreement, the terms and provisions of the Existing Repurchase Agreement shall be and hereby are amended and restated in their its entirety by this Agreement and (a) all references to the Existing Repurchase Agreement in any Transaction Document other than this Agreement (including in any amendment, waiver or consent) shall be deemed to refer to the Existing Repurchase Agreement as amended and restated hereby, (b) all references to any section (or subsection) of the Existing Repurchase Agreement in any Transaction Document (but not herein) shall be amended to be, mutatis mutandis, references to the corresponding provisions of this Agreement and (c) except as the context otherwise provides, all references to this Agreement in the Existing Repurchase Agreement (including for purposes of indemnification and reimbursement of fees) shall be deemed to be references to the Existing Repurchase Agreement as amended and restated hereby. This Agreement is not intended to constitute, and does not constitute, a novation of the obligations and liabilities under the Existing Repurchase Agreement (including the “Repurchase Obligations” under and as defined therein) or to evidence payment of all or any portion of such obligations and liabilities. On and after the Restatement Date, (a) the Existing Repurchase Agreement shall be of no further force and effect except as amended and restated hereby and except to evidence (i) the incurrence by Seller of the “Repurchase Obligations” under and as defined therein (whether or not any of such “Repurchase Obligations” is contingent as of the Restatement Date), (ii) the representations and warranties made thereunder by Seller prior to the Restatement Date (other than the GS Asset Representations made by Seller therein with respect to the Initial Transaction Asset) and (iii) any action or omission performed or required to be performed pursuant to the Existing Repurchase Agreement prior to the Restatement Date (including any failure, prior to the Restatement Date, to comply with the covenants contained in the Existing Repurchase Agreement) and (b) the terms and conditions of this Agreement and rights and remedies under the terms and provisions of the Existing Agreement, except as otherwise provided hereinTransaction Documents, shall be superseded by this Agreement. Notwithstanding the amendment and restatement of the Existing Agreement by this Agreement, the Borrowers shall continue apply to be liable to the Agent and the Existing Lender with respect to (and to the extent of) agreements on the part of the Borrowers all Repurchase Obligations incurred under the Existing Agreement to indemnify and hold harmless Repurchase Agreement. Until the Agent and Restatement Date, the Existing Lender from Repurchase Agreement shall remain in full force and against all claimseffect, demands, liabilities, damages, losses, costs, charges and expenses to which the Agent and the Existing Lender may be subject arising in connection with the Existing Agreement. This Agreement is given as a substitution of, and not as a payment of, the obligations of Borrowers under the Existing Agreement and is not intended to constitute a novation of the Existing Agreement. Except as otherwise selected by the Borrowers by delivery of a Borrowing Notice or Interest Rate Selection Notice prior to the Closing Date in accordance with the terms hereof, upon the effectiveness of this Agreement all amounts outstanding and owing by Borrowers under the Existing Agreement as of the Closing Date, as determined by the Lenders, shall constitute Base Rate Loans hereunder if such outstanding amounts were Base Rate Loans under the Existing Agreement, and shall constitute Eurodollar Rate Loans hereunder if such outstanding amounts were Eurodollar Rate Loans under the Existing Agreement. Except as otherwise provided for by the Borrowers by delivery to the Agent of an Application and Agreement for Letters of Credit prior to the Closing Date in accordance with the terms hereof, upon the effectiveness of this Agreement, all Letters of Credit issued for the account of the Borrowers under the Existing Agreement as of the Closing Date shall constitute Letters of Credit hereunderits terms.

Amendment and Restatement. The Borrowers, the Agent Lenders and the Lenders hereby Administrative Agent agree that that, upon (i) the effectiveness execution and delivery of this AgreementAgreement by each of the parties hereto and (ii) satisfaction (or waiver by the aforementioned parties) of the conditions precedent set forth in Sections 4.1 and 4.2, the terms and provisions of the Existing Credit Agreement shall be and hereby are amended amended, superseded and restated in their entirety by the terms and conditions provisions of this Agreement and the terms and provisions of the Existing Agreement, except as otherwise provided herein, shall be superseded by this Agreement. Notwithstanding the amendment and restatement of the Existing Agreement by this Agreement, the Borrowers shall continue to be liable to the Agent and the Existing Lender with respect to (and to the extent of) agreements on the part of the Borrowers under the Existing Agreement to indemnify and hold harmless the Agent and the Existing Lender from and against all claims, demands, liabilities, damages, losses, costs, charges and expenses to which the Agent and the Existing Lender may be subject arising in connection with the Existing Agreement. This Agreement is given as not intended to and shall not constitute a substitution ofnovation, payment and not as a payment of, reborrowing or termination of the obligations of Borrowers Obligations under the Existing Credit Agreement and is not intended to constitute a novation of the Existing Agreement. Except other Loan Documents as otherwise selected by the Borrowers by delivery of a Borrowing Notice or Interest Rate Selection Notice in effect prior to the Closing Date in accordance with date hereof or the terms Indebtedness created thereunder. The commitment of each Lender that is a party to the Existing Credit Agreement shall, on the date hereof, automatically be deemed amended and the only commitments shall be those hereunder. Without limiting the foregoing, upon the effectiveness of hereof: (a) all references in the “Loan Documents” (as defined in the Existing Credit Agreement) to the “Credit Agreement” and the “Loan Documents” shall be deemed to refer to this Agreement and the Loan Documents, (b) all amounts outstanding and owing by Borrowers obligations constituting “Obligations” under the Existing Credit Agreement with any Lender or any Affiliate of any Lender which are outstanding on the date hereof shall continue as Obligations under this Agreement and the other Loan Documents, (c) the Administrative Agent shall make such reallocations, sales, assignments or other relevant actions in respect of the Closing Date, as determined by the Lenders, shall constitute Base Rate Loans hereunder if such outstanding amounts were Base Rate Loans each Lender’s credit and loan exposure under the Existing AgreementCredit Agreement as are necessary in order that Obligations in respect of Loans, interest and fees due and payable to a Lender hereunder reflect such Lender’s Pro Rata Share on the date hereof, and shall constitute Eurodollar Rate Loans hereunder if such outstanding amounts were Eurodollar Rate Loans under the Existing Agreement. Except as otherwise provided for by the Borrowers hereby agrees to compensate each Lender for any and all losses, costs and expenses incurred by delivery to the Agent of an Application and Agreement for Letters of Credit prior to the Closing Date such Lender in accordance connection with the sale and assignment of any Eurodollar Advance on the terms hereof, upon and in the effectiveness manner set forth in Section 3.4 hereof and (d) the liens and security interests in favor of this Agreement, all Letters of Credit issued the Administrative Agent for the account benefit of the Borrowers under Holders of Secured Obligations (as defined in the Existing Agreement as Security Agreement) securing payment of the Closing Date shall constitute Letters of Credit hereunderObligations are in all respects continuing and in full force and effect with respect to all Obligations.

Amendment and Restatement. The Borrowers, This Agreement amends and restates in their respective entireties the Agent Existing Loan Agreement and the Lenders hereby agree that Existing Security Agreement and, upon the effectiveness of this Agreement, the terms and provisions of the Existing Loan Agreement and the Existing Security Agreement shall, subject to this Section 13.24, be superseded hereby. All references to the “Loan Agreement” or the “Security Agreement” contained in any of the Loan Documents executed in connection with the Existing Loan Agreement shall be and hereby are amended and restated in their entirety by the terms and conditions of this Agreement and the terms and provisions of the Existing Agreement, except as otherwise provided herein, shall be superseded by deemed to refer to this Agreement. Notwithstanding the amendment and restatement of the Existing Loan Agreement and the Existing Security Agreement by this Agreement, the Borrowers shall continue to be liable to the Agent and the Existing Lender with respect to “Liabilities” (and to the extent of) agreements on the part of the Borrowers as defined under the Existing Agreement to indemnify and hold harmless the Agent and the Existing Lender from and against all claims, demands, liabilities, damages, losses, costs, charges and expenses to which the Agent and the Existing Lender may be subject arising in connection with the Existing Loan Agreement. This Agreement is given as a substitution of, and not as a payment of, the obligations of Borrowers ) outstanding under the Existing Loan Agreement as of this date shall remain outstanding and constitute continuing Obligations hereunder. Such outstanding Obligations and the liens securing payment thereof shall in all respects be continuing, and this Agreement shall not be deemed to evidence or result in a novation or repayment and reborrowing of such Obligations. In furtherance of and without limiting the foregoing, from and after the date hereof and except as expressly specified herein, the terms, conditions, and covenants governing the Obligations outstanding under the Existing Loan Agreement shall be solely as set forth in this Agreement, which shall supersede the Existing Loan Agreement in its entirety. In addition to the foregoing, nothing herein shall be construed as having the effect of terminating or releasing the liens and security interests granted pursuant to the Existing Security Agreement. Instead, it is the express intention of Borrowers to reaffirm such grants as valid and enforceable security interests and liens which originally attached to the Collateral pursuant to the Existing Security Agreement and is not intended to constitute a novation are continuing in favor of the Existing Lender under this Agreement. Except as otherwise selected by Neither the Borrowers by execution and delivery of a Borrowing Notice or Interest Rate Selection Notice prior to the Closing Date in accordance with the terms hereof, upon the effectiveness of this Agreement nor any of the terms hereof (including, without limitation, the addition of BG Staffing, BG Personnel Services, BG Personnel and B G Staff Services, as borrowers, such that LTN Staffing, BG Staffing, BG Personnel Services, BG Personnel and B G Staff Services are all amounts outstanding “Borrowers” and owing by Borrowers each a “Borrower”) shall be deemed to adversely affect any of the liens and security interests in favor of Lender under the Existing Agreement as of the Closing DateSecurity Agreement, as determined by the Lenders, shall constitute Base Rate Loans hereunder if such outstanding amounts were Base Rate Loans under the Existing Agreement, amended and shall constitute Eurodollar Rate Loans hereunder if such outstanding amounts were Eurodollar Rate Loans under the Existing Agreement. Except as otherwise provided for by the Borrowers by delivery to the Agent of an Application and Agreement for Letters of Credit prior to the Closing Date in accordance with the terms hereof, upon the effectiveness of this Agreement, all Letters of Credit issued for the account of the Borrowers under the Existing Agreement as of the Closing Date shall constitute Letters of Credit hereunderrestated hereby.

Amendment and Restatement. The BorrowersThis Agreement amends and restates in its entirety the Original Loan and Security Agreement effective as of the date hereof. Anything contained herein to the contrary notwithstanding, this Agreement is not intended to and shall not serve to effect a novation of the Agent “Secured Obligations” (as defined in the Original Loan and Security Agreement). Instead, it is the express intention of the parties hereto to reaffirm the indebtedness, obligations and liabilities created under the Original Loan and Security Agreement which is secured by the Collateral pursuant to the terms of the applicable Loan Documents. Each Borrower acknowledges and confirms that the liens and security interests granted pursuant to the applicable Loan Documents secure the applicable indebtedness, liabilities and obligations of Borrower to the Lenders hereby agree that upon under the effectiveness of this Original Loan and Security Agreement, the terms and provisions of the Existing Agreement shall be and hereby are as amended and restated in their entirety by the terms and conditions of this Agreement and the terms and provisions of the Existing Agreement, except as otherwise provided herein, shall be superseded by this Agreement. Notwithstanding the amendment and restatement of the Existing Agreement by this Agreement, the Borrowers Loan Documents shall continue in full force and effect in accordance with their terms unless otherwise amended by the parties thereto, and that the term “Secured Obligations” as used in the Loan Documents (or any other term used therein to be liable describe or refer to the indebtedness, liabilities and obligations of Borrower to Agent and the Existing Lender Lenders) includes, without limitation, the indebtedness, liabilities and obligations of Borrower under this Agreement, and under the Original Loan and Security Agreement, as amended and restated hereby, as the same further may be amended, modified, supplemented and/or restated from time to time. The Loan Documents and all agreements, instruments and documents executed or delivered in connection with respect any of the foregoing shall each be deemed to (and be amended to the extent of) agreements on the part of the Borrowers under the Existing Agreement necessary to indemnify and hold harmless the Agent and the Existing Lender from and against all claims, demands, liabilities, damages, losses, costs, charges and expenses to which the Agent and the Existing Lender may be subject arising in connection with the Existing Agreement. This Agreement is given as a substitution of, and not as a payment of, the obligations of Borrowers under the Existing Agreement and is not intended to constitute a novation of the Existing Agreement. Except as otherwise selected by the Borrowers by delivery of a Borrowing Notice or Interest Rate Selection Notice prior give effect to the Closing Date in accordance with the terms hereof, upon the effectiveness of this Agreement all amounts outstanding and owing by Borrowers under the Existing Agreement as of the Closing Date, as determined by the Lenders, shall constitute Base Rate Loans hereunder if such outstanding amounts were Base Rate Loans under the Existing Agreement, and shall constitute Eurodollar Rate Loans hereunder if such outstanding amounts were Eurodollar Rate Loans under the Existing Agreement. Except as otherwise provided for by the Borrowers by delivery to the Agent of an Application and Agreement for Letters of Credit prior to the Closing Date in accordance with the terms hereof, upon the effectiveness provisions of this Agreement. Each reference to the “Loan and Security Agreement” in any Loan Document shall mean and be a reference to this Agreement (as further amended, all Letters restated, supplemented or otherwise modified from time to time). Cross-references in the Loan Documents to particular section numbers in the Original Loan and Security Agreement shall be deemed to be cross-references to the corresponding sections, as applicable, of Credit issued for the account of the Borrowers under the Existing Agreement as of the Closing Date shall constitute Letters of Credit hereunder.this Agreement. (SIGNATURES TO FOLLOW)

Amendment and Restatement. The BorrowersEffective as of the Closing Date, the Agent Amended and the Lenders hereby agree that upon the effectiveness of this Agreement, the terms and provisions of the Existing Restated Credit Agreement shall be and hereby are amended and restated in their its entirety by this Agreement and the Amended and Restated Credit Agreement shall thereafter be of no further force and effect except to evidence the incurrence by the Borrower of the “Borrower Obligations” under and as defined in the Amended and Restated Credit Agreement (whether or not such “Borrower Obligations” are contingent as of the Closing Date). The terms and conditions of this Agreement and the terms rights and provisions remedies of the Existing Administrative Agent and the Lenders under this Agreement and the other Loan Documents shall apply to all of the Borrower Obligations incurred under the Amended and Restated Credit Agreement, except as otherwise provided herein, . All Loans and Letters of Credit outstanding under the Amended and Restated Credit Agreement immediately prior to the Closing Date shall be superseded by continue under this Agreement. Notwithstanding On and after the amendment Closing Date, (i) all references to the Credit Agreement in the Loan Documents (other than this Agreement) shall be deemed to refer to this Agreement and restatement (ii) all references to any section (or subsection) of the Existing Amended and Restated Credit Agreement by in any Loan Document (but not herein) shall be amended to become, mutatis mutandis, references to the corresponding provisions of this Agreement. The parties hereto acknowledge and agree that the Liens securing payment of the “Borrower Obligations” as defined in the Amended and Restated Credit Agreement, shall from and after the Borrowers shall continue to be liable to Closing Date secure the payment and performance of all Borrower Obligations for the benefit of the Administrative Agent and the Existing Lender with respect Secured Parties, and all such Liens shall continue in full force and effect after giving effect to (this Agreement and to the extent of) agreements on the part are hereby confirmed and reaffirmed by each of the Borrowers under Loan Parties. The parties hereto further acknowledge and agree that all “Security Documents” as defined in the Existing Amended and Restated Credit Agreement to indemnify shall remain in full force and hold harmless effect after the Closing Date in favor of and for the benefit of the Administrative Agent and the Existing Lender from Secured Parties (with each reference therein to the collateral agent, the credit agreement or a loan document being a reference to the Administrative Agent, this Agreement or the other Loan Documents, as applicable), and against all claimseach Loan Party hereby confirms and ratifies its obligations thereunder. In furtherance of the foregoing, demands, liabilities, damages, losses, costs, charges and expenses to which the Administrative Agent and the Existing Lender may be subject arising is hereby appointed as collateral agent in connection with the Existing Agreementforegoing, and shall be entitled to all of the benefits, rights, privileges and immunities hereunder and under the other Loan Documents with respect to the foregoing. This amendment and restatement is limited as written and is not a consent to any other amendment, restatement or waiver or other modification, whether or not similar and, except as expressly provided herein or in any other Loan Document, all terms and conditions of the Loan Documents remain in full force and effect unless otherwise specifically amended hereby or by any other Loan Document. This Agreement is given as a substitution of, and shall not as a payment of, the obligations of Borrowers under the Existing Agreement and is not intended to constitute a novation of the Existing Amended and Restated Credit Agreement or of any other Loan Document (as defined in the Amended and Restated Credit Agreement. Except as otherwise selected by the Borrowers by delivery of a Borrowing Notice or Interest Rate Selection Notice prior to the Closing Date in accordance with the terms hereof, upon the effectiveness of this Agreement all amounts outstanding and owing by Borrowers under the Existing Agreement as of the Closing Date, as determined by the Lenders, shall constitute Base Rate Loans hereunder if such outstanding amounts were Base Rate Loans under the Existing Agreement, and shall constitute Eurodollar Rate Loans hereunder if such outstanding amounts were Eurodollar Rate Loans under the Existing Agreement. Except as otherwise provided for by the Borrowers by delivery to the Agent of an Application and Agreement for Letters of Credit prior to the Closing Date in accordance with the terms hereof, upon the effectiveness of this Agreement, all Letters of Credit issued for the account of the Borrowers under the Existing Agreement as of the Closing Date shall constitute Letters of Credit hereunder).

Amendment and Restatement. The BorrowersOn the Fifth Amended and Restated Effective Date, the Agent and the Lenders hereby agree that upon the effectiveness of this AgreementOriginal Credit Agreement (as previously amended, the terms and provisions of the Existing Agreement shall be and hereby are amended and restated in their entirety by the terms and conditions of this Agreement and the terms and provisions of the Existing Agreement, except as or otherwise provided herein, shall be superseded by this Agreement. Notwithstanding the amendment and restatement of the Existing Agreement by this Agreement, the Borrowers shall continue to be liable to the Agent and the Existing Lender with respect to (and to the extent of) agreements on the part of the Borrowers under the Existing Agreement to indemnify and hold harmless the Agent and the Existing Lender from and against all claims, demands, liabilities, damages, losses, costs, charges and expenses to which the Agent and the Existing Lender may be subject arising modified including in connection with the Existing Fourth Amended and Restated Credit Agreement) shall be amended, restated and superseded in its entirety. This The parties hereto acknowledge and agree that (i) this Agreement, any Notes delivered pursuant hereto and the other Loan Documents executed and delivered in connection herewith do not constitute a novation, payment and reborrowing, or termination of the "Obligations" (as defined in the Original Credit Agreement is given (as a substitution ofpreviously amended, restated or otherwise modified including in connection with the Fourth Amended and not as a payment of, the obligations of Borrowers Restated Credit Agreement)) under the Existing Original Credit Agreement (as previously amended, restated or otherwise modified including in connection with the Fourth Amended and is not intended to constitute a novation of the Existing Restated Credit Agreement. Except ) as otherwise selected by the Borrowers by delivery of a Borrowing Notice or Interest Rate Selection Notice in effect prior to the Closing Date Fifth Amended and Restated Effective Date; (ii) such "Obligations" are in accordance all respects continuing with only the terms hereof, thereof being modified as provided in this Agreement; (iii) the Liens as granted under the Collateral Documents securing payment of such "Obligations" are in all respects continuing and in full force and effect and secure the payment of the Obligations (as defined in this Agreement) and are hereby fully ratified and affirmed; and (iv) upon the effectiveness of this Agreement all amounts loans and letters of credit outstanding and owing by Borrowers under the Existing Original Credit Agreement (as of the Closing Datepreviously amended, as determined by the Lenders, shall constitute Base Rate Loans hereunder if such outstanding amounts were Base Rate Loans under the Existing Agreement, and shall constitute Eurodollar Rate Loans hereunder if such outstanding amounts were Eurodollar Rate Loans under the Existing Agreement. Except as restated or otherwise provided for by the Borrowers by delivery to the Agent of an Application and Agreement for Letters of Credit prior to the Closing Date modified including in accordance connection with the terms hereof, upon Fourth Amended and Restated Credit Agreement) immediately before the effectiveness of this Agreement, all Agreement will be part of the Loans and Letters of Credit issued for hereunder on the account terms and conditions set forth in this Agreement. Without limitation of the Borrowers foregoing, Borrower hereby fully and unconditionally ratifies and affirms all Collateral Documents and agrees that all collateral granted thereunder shall from and after the Fifth Amended and Restated Effective Date secure all Obligations hereunder. Notwithstanding the modifications effected by this Agreement of the representations, warranties and covenants of the Loan Parties contained in the Original Credit Agreement (as previously amended, restated or otherwise modified including in connection with the Fourth Amended and Restated Credit Agreement), Borrower acknowledges and agrees that any causes of action or other rights created in favor of any Lender and its successors arising out of the representations and warranties of any Credit Party contained in or delivered (including representations and warranties delivered in connection with the making of the loans or other extensions of credit thereunder) in connection with the Original Credit Agreement (as previously amended, restated or otherwise modified including in connection with the Fourth Amended and Restated Credit Agreement) or any other Loan Document executed in connection therewith shall survive the execution and delivery of this Agreement, provided, further, that the Obligations under the Existing other Loan Documents shall also continue in full force and effect including, without limitation, the Obligations of each Credit Party pursuant to the Collateral Documents. All indemnification obligations of each Credit Party pursuant to the Original Credit Agreement (as previously amended, restated or otherwise modified including in connection with the Fourth Amended and Restated Credit Agreement) (including any arising from a breach of the Closing Date representations thereunder) shall constitute Letters survive the amendment and restatement of the Original Credit hereunderAgreement (as previously amended, restated or otherwise modified including in connection with the Fourth Amended and Restated Credit Agreement) pursuant to this Agreement.

Amendment and Restatement. The BorrowersOn the Restatement Effective Date, the Agent and the Lenders hereby agree that upon the effectiveness of this Agreement, the terms and provisions of the Existing Credit Agreement shall be and hereby are amended and restated in their its entirety by this Agreement, and the Existing Credit Agreement shall thereafter be of no further force and effect, except to evidence (i) the incurrence by the Initial Borrower of the obligations under the Existing Credit Agreement (whether or not such obligations are contingent as of the Restatement Effective Date or released pursuant to and in accordance with the terms of the Borrower Assignment Agreement), (ii) the representations and warranties made by the Initial Borrower and the guarantors from time to time party to the Existing Credit Agreement prior to the Restatement Effective Date and (iii) any action or omission performed or required to be performed pursuant to such Existing Credit Agreement prior to the Restatement Effective Date (including any failure, prior to the Restatement Effective Date, to comply with the covenants contained in such Existing Credit Agreement). It is the intention of each of the parties hereto that the Existing Credit Agreement be amended and restated hereunder so as to preserve the perfection and priority of all Liens securing the Secured Obligations under the Loan Documents and that all Secured Obligations of the Initial Borrower as assigned to the Borrower pursuant to the Borrower Assignment Agreement and the Guarantors hereunder shall continue to be secured by Lxxxx granted under and evidenced by the Security Agreement or any other Loan Document, and that this Agreement does not constitute a novation or termination of the Indebtedness and Obligations existing under the Existing Credit Agreement. The terms and conditions of this Agreement and the terms Administrative Agent’s and provisions the Lenders’ rights and remedies under this Agreement and the other Loan Documents shall apply to all of the obligations incurred under the Existing Agreement, except as otherwise provided herein, shall be superseded by this Credit Agreement. Notwithstanding the This amendment and restatement of the Existing Agreement by this Agreement, the Borrowers shall continue to be liable to the Agent and the Existing Lender with respect to (and to the extent of) agreements on the part of the Borrowers under the Existing Agreement to indemnify and hold harmless the Agent and the Existing Lender from and against all claims, demands, liabilities, damages, losses, costs, charges and expenses to which the Agent and the Existing Lender may be subject arising in connection with the Existing Agreement. This Agreement is given limited as a substitution of, and not as a payment of, the obligations of Borrowers under the Existing Agreement written and is not intended a consent to constitute a novation any other amendment, restatement or waiver, whether or not similar and, unless specifically amended hereby or by any other Loan Document, each of the Existing Agreement. Except as otherwise selected by Loan Documents shall continue in full force and effect and, from and after the Borrowers by delivery of a Borrowing Notice or Interest Rate Selection Notice prior Restatement Effective Date, all references to the Closing Date in accordance with the terms hereof, upon the effectiveness of this Agreement all amounts outstanding and owing by Borrowers under the Existing Agreement as of the Closing Date, as determined by the Lenders, “Credit Agreement” contained therein shall constitute Base Rate Loans hereunder if such outstanding amounts were Base Rate Loans under the Existing Agreement, and shall constitute Eurodollar Rate Loans hereunder if such outstanding amounts were Eurodollar Rate Loans under the Existing Agreement. Except as otherwise provided for by the Borrowers by delivery be deemed to the Agent of an Application and Agreement for Letters of Credit prior refer to the Closing Date in accordance with the terms hereof, upon the effectiveness of this Agreement, all Letters of Credit issued for the account of the Borrowers under the Existing Agreement as of the Closing Date shall constitute Letters of Credit hereunder.