Common use of Additional Commitment Clause in Contracts

Additional Commitment. (a) Borrower shall have a one time right to request that the Lead Agent obtain additional Commitments (the "Subsequent Additional Commitments") so --------------------------------- that the Maximum Facility Amount is equal to an amount up to Three Hundred Seventy-Five Million Dollars ($375,000,000) (such amount, the "Target Facility --------------- Amount"), which request shall be made by the Borrower giving written notice (the ------ "Subsequent Additional Commitment Notice") to the Lead Agent at least thirty --------------------------------------- (30) days prior to the date that is the eighteenth month anniversary of the Closing Date (the "Syndication Expiration Date") setting forth such details with --------------------------- respect thereto as are reasonably requested by the Lead Agent (including, without limitation, the amount (the "Subsequent Additional Commitment Amount") --------------------------------------- by which the Maximum Facility Amount is to be increased). Upon receipt of such request, the Lead Agent shall use its best efforts, with the assistance of the Borrower, to arrange a syndicate of Banks with Commitments (including the Initial Commitments), aggregating the Target Facility Amount on or before the Syndication Expiration Date. Notwithstanding anything to the contrary contained herein no Bank shall be obligated to increase the amount of its Commitment to an amount that is greater than such Bank's Initial Commitment. (b) Subsequent Additional Commitments shall be offered pro rata to the Banks party hereto as of the date of the Subsequent Additional Commitment Notice. Each Bank (each, an "Accepting Bank") that accepts such additional -------------- amount within fifteen (15) days after receipt of an offer from the Lead Agent therefor may increase its Commitment by a maximum amount (each, a "Commitment ---------- Increase") equal to the product of (x) the Subsequent Additional Commitment -------- Amount times (y) the percentage that such Bank's Initial Commitment bears to the Available Facility as of the Closing Date. If any Bank (each, a "Declining --------- Bank") shall not accept such additional amount within fifteen (15) days after ---- receipt of an offer therefor from the Lead Agent, (i) such Declining Bank's Commitment shall remain at an amount equal to its Initial Commitment and (ii) the Borrower may request (x) any Accepting Bank to further increase its Commitment by an amount equal to all or any portion of an aggregate amount equal to each Declining Bank's Commitment Increase or (y) the Lead Agent to submit a list of proposed bank syndicate members that are not party to this Agreement as of the date of such request to the Borrower for its review and approval (which approval shall not be unreasonably withheld or delayed) in order to obtain additional Commitments such that the Maximum Facility Amount is equal to the Target Facility Amount; provided, however, notwithstanding anything to the -------- ------- contrary contained herein, (i) no Bank shall be obligated to increase the amount of its Commitment to an amount that is greater than such Bank's Initial Commitment and (ii) the Banks shall not be obligated to increase the Maximum Facility Amount to an amount that is greater than the Maximum Facility Amount as of the Closing Date. From and after the Syndication Expiration Date, the Lead Agent shall have no further obligation to syndicate the Facility or to obtain or accept any additional Commitments. [THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]

Additional Commitment. (a) In the event that the Borrower shall have a received additional Subscription Agreements with Capital Commitments from Included Investors subsequent to the Closing Date, the Borrower shall have the one time right to request that the Lead Agent obtain additional Commitments (the "Subsequent Additional CommitmentsCommitment") so --------------------------------- that the Maximum Facility Amount is Commitments aggregate an amount equal to an amount up to Three Two Hundred Seventy-Five Fifty Million Dollars ($375,000,000250,000,000) (such amount, the "Target Facility --------------- Amount"), which request re quest shall be made by the Borrower giving written notice (the ------ "Subsequent Additional Commitment Notice") to the Lead Agent at least thirty --------------------------------------- (30) days prior to the date that which is the eighteenth month anniversary of ninety (90) days after the Closing Date (the "Syndication Expiration Date") setting forth such details with --------------------------- respect thereto as are reasonably requested by the Lead Agent (including, without limitation, the amount (the "Subsequent Additional Commitment Amount") --------------------------------------- by which the Maximum Facility Amount is to be increased)Agent. Upon receipt of such request, the Lead Agent shall use its best efforts, with the assistance of the Borrower, to arrange a syndicate of Banks Lenders with Commitments (including the Initial Commitmentsinitial Commitment), aggregating the Target Facility Amount on or before the Syndication Expiration Date. Notwithstanding anything to date which is 120 days after the contrary contained herein no Bank shall be obligated to increase the amount of its Commitment to an amount that is greater than such Bank's Initial Commitment. (b) Subsequent Additional Commitments shall be offered pro rata to the Banks party hereto as of the date of the Subsequent Additional Commitment NoticeNotice was received by the Agent. Each Bank (each, an "Accepting Bank") that accepts If any Lender shall not accept such additional -------------- amount within fifteen with in ten (1510) days after receipt of an offer from the Lead Agent therefor may increase its Commitment by a maximum amount (eachtherefor, a "Commitment ---------- Increase") equal prior to commencing syndication, the product of (x) the Subsequent Additional Commitment -------- Amount times (y) the percentage that such Bank's Initial Commitment bears to the Available Facility as of the Closing Date. If any Bank (each, a "Declining --------- Bank") Agent shall not accept such additional amount within fifteen (15) days after ---- receipt of an offer therefor from the Lead Agent, (i) such Declining Bank's Commitment shall remain at an amount equal to its Initial Commitment and (ii) the Borrower may request (x) any Accepting Bank to further increase its Commitment by an amount equal to all or any portion of an aggregate amount equal to each Declining Bank's Commitment Increase or (y) the Lead Agent to submit a list of proposed bank syndicate members that are not party to this Agreement as of the date of such request to the Borrower for its review and approval (approval, which approval shall not be unreasonably withheld or delayed) in order to obtain additional Commitments such that the Maximum Facility Amount is equal to the Target Facility Amount; provided, however, notwithstanding anything to the -------- ------- contrary contained herein, (i) no Bank shall be obligated to increase the amount of its Commitment to an amount that is greater than such Bank's Initial Commitment and (ii) the Banks shall not be obligated to increase the Maximum Facility Amount to an amount that is greater than the Maximum Facility Amount as of the Closing Date. From and after the Syndication Expiration Date, the Lead Agent shall have no further obligation to syndicate the Facility or to obtain or accept any additional Commitments. [THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]For purposes hereof, the "Syndication Expiration Date" means the date which is 120 days after the Additional Commitment Notice was received by the Agent. Notwithstanding the foregoing, during the period after the giving of the Additional Commitment Notice and prior to the Syndication Expiration Date, the Agent shall have the right, at the Agent's option, to commit to make the Additional Commitment available to the Borrower and each Qualified Borrower and, if the Agent shall so elect to commit to making the Additional Commitment available to the Borrower and each Qualified Borrower, to arrange a syndicate of Lenders with Commitments aggregating the Target Facility Amount.

Additional Commitment. (a) Borrower Except as provided by Section 2.05(e), subject to the terms and conditions of this Agreement, the purchase and sale of additional Class A Preferred Partnership Units pursuant to the Additional Commitment shall have be effected through one or more Drawdowns. The Rockpoint Class A Preferred Holder shall, by executing and delivering a one time right signature page to request this Agreement, commit to purchase during the Commitment Term up to an additional number of Class A Preferred Partnership Units equal to the Total Commitment less the Purchase Price; provided, that the Lead Agent obtain additional Commitments (Partnership draws down the "Subsequent Additional Commitments") so --------------------------------- that any remaining unfunded portion of the Maximum Facility Amount is equal to an amount up to Three Hundred Seventy-Five Million Dollars ($375,000,000) (such amount, the "Target Facility --------------- Amount"), which request shall be made by the Borrower giving written notice (the ------ "Subsequent Additional Commitment Notice") to the Lead Agent at least thirty --------------------------------------- (30) days prior to the date that is the eighteenth month anniversary of the Closing Date (the "Syndication Expiration Date") setting forth such details with --------------------------- respect thereto as are reasonably requested by the Lead Agent (includingMarch 1, without limitation, the amount (the "Subsequent Additional Commitment Amount") --------------------------------------- by which the Maximum Facility Amount is to be increased). Upon receipt of such request, the Lead Agent shall use its best efforts, with the assistance of the Borrower, to arrange a syndicate of Banks with Commitments (including the Initial Commitments), aggregating the Target Facility Amount on or before the Syndication Expiration Date. Notwithstanding anything to the contrary contained herein no Bank shall be obligated to increase the amount of its Commitment to an amount that is greater than such Bank's Initial Commitment2019. (b) Subsequent During the Commitment Term, the Rockpoint Class A Preferred Holder shall fund its Additional Commitments Commitment to purchase additional Class A Preferred Partnership Units in such amounts and at such times as the Partnership shall be offered pro rata request from time to time during the Commitment Term by written notice given by the Partnership to the Banks party hereto as of the date of the Subsequent Additional Commitment Notice. Each Bank (each, an "Accepting Bank") that accepts such additional -------------- amount within fifteen (15) days after receipt of an offer from the Lead Agent therefor may increase its Commitment by a maximum amount Rockpoint Class A Preferred Holder in accordance with Section 9.02 (each, a "Commitment ---------- Increase") equal “Drawdown Notice”). Each drawdown by the Partnership pursuant to a Drawdown Notice is hereinafter referred to as a “Drawdown”. All Class A Preferred Partnership Units issued to the product of (x) Rockpoint Class A Preferred Holder in connection with a Drawdown shall be sold to, and purchased by, the Subsequent Additional Commitment -------- Amount times (y) Rockpoint Class A Preferred Holder at a closing at which the percentage that such Bank's Initial Commitment bears Rockpoint Class A Preferred Holder shall fund in immediately available funds to the Available Facility as an account of the Closing Partnership in accordance with the wire instructions set forth on Exhibit B attached hereto (or as otherwise specified in the Drawdown Notice) no later than 11:00 a.m. (New York City time) on the date specified in the applicable Drawdown Notice (the “Drawdown Date. If any Bank ”). (each, a "Declining --------- Bank"c) Each Drawdown Notice shall not accept such additional amount within fifteen (15) days after ---- receipt of an offer therefor from the Lead Agent, provide: (i) such Declining Bank's Commitment the number of Class A Preferred Partnership Units to be purchased by the Rockpoint Class A Preferred Holder on the Drawdown Date and the aggregate purchase price therefor, which shall remain at an amount equal be calculated as the number of Class A Preferred Partnership Units to its Initial Commitment and be purchased multiplied by the Preferred Unit Price (ii) the Borrower may request (x) any Accepting Bank to further increase its Commitment by an amount equal to all or any portion of an aggregate amount equal to each Declining Bank's Commitment Increase or (y) the Lead Agent to submit a list of proposed bank syndicate members that are not party to this Agreement as of the date of such request to the Borrower for its review and approval (which approval shall not be unreasonably withheld or delayed) in order to obtain additional Commitments such that the Maximum Facility Amount is equal to the Target Facility “Drawdown Amount”); provided, however, notwithstanding anything to that the -------- ------- contrary contained herein, (i) no Bank minimum Drawdown Amount which may be requested by the Partnership in a Drawdown Notice shall be obligated to increase the amount of its Commitment to an amount that is greater than such Bank's Initial Commitment and $10,000,000; (ii) the Banks related Drawdown Date (which shall be at least fifteen (15) Business Days from and including the date of delivery of the Drawdown Notice, unless a shorter period is agreed to in writing by the Partnership and the Rockpoint Class A Preferred Holder); (iii) the account of the Partnership to which the Drawdown Amount should be paid, and, if not specified, the funds shall be wired to the Partnership pursuant to the instructions set forth on 0 attached hereto; and (iv) a certificate executed by the Chief Financial Officer of MCRC and by the General Partner, on behalf of the MCRC Parties and the Partnership Parties, respectively, certifying that the conditions set forth in Section 2.05(d) and applicable to them have been met. (d) The obligations of Rockpoint Class A Preferred Holder to fund a Drawdown shall be subject to each of the following conditions specified below: (i) The Fundamental Representations shall be true and correct in all material respects (except for those Fundamental Representations that are qualified by their terms by a reference to materiality, which Fundamental Representations as so qualified shall be true and correct in all respects) as if made on and as of the applicable Drawdown Date (except for those Fundamental Representations that address matters only as of a specified date, which shall be true and correct in all material respects as of that specified date); (ii) The MCRC Representations shall be true and correct in all material respects (except for those MCRC Representations that are qualified by their terms by a reference to materiality, which MCRC Representations as so qualified shall be true and correct in all respects) as if made on and as of the applicable Drawdown Date (except for those MCRC Representations that address matters only as of a specified date, which shall be true and correct in all material respects as of that specified date); (iii) The representations and warranties of the Partnership Parties contained in Article III, except the Fundamental Representations, are true and correct as if made on and as of the applicable Drawdown Date except where the failure to be true and correct would not, individually or in the aggregate, have a Material Adverse Effect. (e) In the event that: (A) the Partnership does not draw down the full Additional Commitment prior to March 1, 2019; or (B) any of the conditions set forth in Section 2.05(d) are not met as of the applicable Drawdown Date (the occurrence of any such event described (A) or (B), a “Commitment Termination Event”), the Rockpoint Class A Preferred Holder’s obligation to fund the remaining unfunded portion of the Additional Commitment shall, at the election of the Rockpoint Class A Preferred Holder, terminate effective as of such date, unless the Rockpoint Class A Preferred Holder is in default in accordance with Section 2.06 of this Agreement at such date, in which case such obligation shall be governed in accordance with such Section. To the extent the Rockpoint Class A Preferred Holder does not elect to terminate its obligation to fund the remaining unfunded portion of the Additional Commitment, it shall have the right, at its option, to fund any undrawn portion of the Additional Commitment required to have been drawn by the Partnership prior to March 1, 2019 within 30 days following the applicable required draw date; provided, that if the Rockpoint Class A Preferred Holder elects to fund the required undrawn portion of the Additional Commitment, the Partnership’s failure to draw such amounts shall not be obligated deemed a Commitment Termination Event and the Rockpoint Class A Preferred Holder’s right to increase terminate any remaining unfunded Additional Commitment as a result of such failure shall be waived. (f) In connection with any Drawdown, the Maximum Facility Rockpoint Class A Preferred Holder shall be required to purchase, subject to the terms and conditions set forth herein, the number of Class A Preferred Partnership Units equal to (x) the Drawdown Amount specified in the applicable Drawdown Notice, divided by (y) the Preferred Unit Price; provided that Rockpoint Class A Preferred Holder shall not be required to purchase any Class A Preferred Partnership Units in connection with a Drawdown to the extent that such purchase, when aggregated with the Purchase Price and the amount of any Additional Commitment funded by all Drawdowns effected prior thereto, would cause the Investors to have funded an amount that is greater than the Maximum Facility Amount as in excess of the Closing Date. From and after the Syndication Expiration Date, the Lead Agent shall have no further obligation to syndicate the Facility or to obtain or accept any additional Commitments. [THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]Total Commitment.

Additional Commitment. (A) Kosmos may notify the Facility Agent (such notice being an “Additional Commitment Notice”) that it has agreed with any Lender or any other bank or financial institution (in each case, an “Additional Lender”) to increase the Total Facility Amount by the provision of additional commitments under the Facility (each such increase in commitments being an “Additional Commitment”), provided that: (i) the Additional Commitment Notice is delivered at any time after the earlier of (1) the date of Successful Syndication; and (2) the date falling six months after Financial Close, and prior to the expiry of the Availability Period; (ii) all existing Lenders have been given a right of first refusal over a period of 30 days to provide the Additional Commitment following delivery of a copy of the Additional Commitment Notice to the Facility Agent; (iii) the increase is to take effect before the expiry of the Availability Period and the maximum aggregate amount of Additional Commitment (including all previous increases) does not exceed USD 1 billion less any amount of IFC Commitment which has then been provided; (iv) no Event of Default is continuing or would arise as a result of the provision of the Additional Commitment; and (v) the terms of the Additional Commitment shall, for all purposes of this Agreement, be treated pursuant to the terms of this Agreement in the same manner as the existing Commitments. (B) Each Additional Commitment Notice shall: (i) confirm that the requirements of clause 3.3(A) above are fulfilled; (ii) specify the date upon which the Additional Commitment is anticipated to be made available to the Borrower (the “Additional Commitment Date”); and (iii) where the Additional Lender is IFC, include any further details that may be required by the Facility Agent (acting reasonably) pursuant to clause 3.4 (IFC as Additional Lender). (C) In the event that the Additional Lender is not a Party to this Agreement, Kosmos shall procure that each Additional Lender: (i) delivers a Lender Accession Notice in the form set out in Schedule 8 (Form of Lender Accession Notice) duly completed and signed on behalf of the Additional Lender and specifying its Additional Commitment to the Facility Agent; and (ii) accedes to the Intercreditor Agreement in accordance with the terms of the Intercreditor Agreement, in each case, on or prior to the Additional Commitment Date. (D) Subject to the conditions in paragraph (B) and (C) above being met, from the relevant Additional Commitment Date: (i) the Additional Lender shall make available the relevant Additional Commitment for Utilisation under the Facility in accordance with the terms of this Agreement (as amended); (ii) the Additional Commitment shall rank pari passu with respect to existing Commitments; and (iii) any necessary rebalancing of the Commitments and outstandings under the Facility and the Additional Commitment provided by the Additional Lender to ensure that they are pro rata (the “New Commitment Rebalancing”) will be made, at the Borrower’s election, by the Borrower making utilisations from the Additional Commitment: (a) Borrower shall have a one time right in priority to request that utilisations from Commitments under the Lead Agent obtain additional Commitments (the "Subsequent Additional Commitments") so --------------------------------- that the Maximum Facility Amount is equal to an amount up to Three Hundred Seventy-Five Million Dollars ($375,000,000) (such amount, the "Target Facility --------------- Amount"), which request shall be made by the Borrower giving written notice (the ------ "Subsequent Additional Commitment Notice") to the Lead Agent at least thirty --------------------------------------- (30) days prior to the date that is the eighteenth month anniversary of the Closing Date (the "Syndication Expiration Date") setting forth such details with --------------------------- respect thereto as are reasonably requested by the Lead Agent (including, without limitation, the amount (the "Subsequent Additional Commitment Amount") --------------------------------------- by which the Maximum Facility Amount is to be increased). Upon receipt of such request, the Lead Agent shall use its best efforts, with the assistance of the Borrower, to arrange a syndicate of Banks with Commitments (including the Initial Commitments), aggregating the Target Facility Amount on or before the Syndication Expiration Date. Notwithstanding anything to the contrary contained herein no Bank shall be obligated to increase the amount of its Commitment to an amount that is greater than such Bank's Initial Commitment.Facility; or (b) Subsequent Additional Commitments to effect a prepayment under the Facility to the existing Lenders (which amount may be redrawn by the Borrower), in each case to procure, as far as practicable, any New Commitment Rebalancing, following which all utilisations shall be offered made pro rata to the Banks party hereto as of the date of the Subsequent rata. (E) Each Additional Commitment Notice. Each Bank (each, an "Accepting Bank") that accepts such additional -------------- amount within fifteen (15) days after receipt of an offer from the Lead Agent therefor may increase its Commitment by Lender shall become a maximum amount (each, a "Commitment ---------- Increase") equal to the product of (x) the Subsequent Additional Commitment -------- Amount times (y) the percentage that such Bank's Initial Commitment bears to the Available Facility as of the Closing Date. If any Bank (each, a "Declining --------- Bank") shall not accept such additional amount within fifteen (15) days after ---- receipt of an offer therefor from the Lead Agent, (i) such Declining Bank's Commitment shall remain at an amount equal to its Initial Commitment and (ii) the Borrower may request (x) any Accepting Bank to further increase its Commitment by an amount equal to all or any portion of an aggregate amount equal to each Declining Bank's Commitment Increase or (y) the Lead Agent to submit a list of proposed bank syndicate members that are not party to this Agreement as (and be entitled to share in the Security created under the Security Documents in accordance with the terms of the date Finance Documents) if such Additional Lender accedes to the Intercreditor Agreement in accordance with the Intercreditor Agreement. (F) Each party (other than the relevant Additional Lender) irrevocably authorises and instructs the Facility Agent to execute on its behalf any Lender Accession Notice which has been duly completed and signed on behalf of that proposed Additional Lender and each Party agrees to be bound by such accession. The Facility Agent must promptly sign any such Lender Accession Notice (and in any event within three Business Days of receipt). (G) The Facility Agent shall only be obliged to execute a Lender Accession Notice delivered to it by an Additional Lender once the Facility Agent (acting reasonably) has, to the extent that the necessary information is not already available to it, received all required information to comply with all necessary “know your customer” or other similar checks under all applicable laws and regulations in relation to the accession of such request to Additional Lender. (H) On the Borrower for its review and approval (which approval shall not be unreasonably withheld or delayed) in order to obtain additional Commitments such date that the Maximum Facility Amount is equal to the Target Facility Amount; provided, however, notwithstanding anything to the -------- ------- contrary contained herein, Agent executes a Lender Accession Notice: (i) no Bank the Additional Lender party to that Lender Accession Notice, each other Finance Party and the Obligors shall be obligated to increase acquire the amount same rights and assume the same obligations between themselves as they would have acquired and assumed had that Additional Lender been an Original Lender with the rights and/or obligations acquired or assumed by it as a result of that accession and with the Commitment specified by it as its Commitment to an amount that is greater than such Bank's Initial Commitment and Additional Commitment; and (ii) the Banks that Additional Lender shall not be obligated become a Party to increase the Maximum Facility Amount to an amount that is greater than the Maximum Facility Amount this Agreement as of the Closing Date. From and after the Syndication Expiration Date, the Lead Agent shall have no further obligation to syndicate the Facility or to obtain or accept any additional Commitments. [THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]a “Lender”.

Additional Commitment. (aA) The Original Borrower shall have a one time right to request that may notify the Lead Facility Agent obtain additional Commitments (the "Subsequent Additional Commitments") so --------------------------------- that the Maximum Facility Amount is equal to an amount up to Three Hundred Seventy-Five Million Dollars ($375,000,000) (such amount, the notice being an "Target Facility --------------- Amount"), which request shall be made by the Borrower giving written notice (the ------ "Subsequent Additional Commitment Notice") that it has agreed with any Lender or any other bank or financial institution (in each case, an "Additional Lender") to increase the Lead Agent Total Facility Amount by the provision of additional commitments under the Facility (each such increase in commitments being an "Additional Commitment"), provided that: (i) the Additional Commitment Notice is delivered at least thirty --------------------------------------- (30) days any time after 22 February 2018, and prior to the date that is the eighteenth month anniversary expiry of the Closing Date Availability Period; (ii) the increase is to take effect before the expiry of the Availability Period and the maximum aggregate amount of Additional Commitment (including all previous increases) does not exceed USD 500 million less any amount of IFC Commitment which has then been provided; (iii) no Event of Default is continuing or would arise as a result of the provision of the Additional Commitment; and (iv) the terms of the Additional Commitment shall, for all purposes of this Agreement, be treated pursuant to the terms of this Agreement in the same manner as the existing Commitments. (B) Each Additional Commitment Notice shall: (i) confirm that the requirements of paragraph (A) above are fulfilled; (ii) specify the date upon which the Additional Commitment is anticipated to be made available to the Borrowers (the "Syndication Expiration Additional Commitment Date"); and (iii) setting forth such where the Additional Lender is IFC, include any further details with --------------------------- respect thereto as are reasonably requested that may be required by the Lead Facility Agent (including, without limitationacting reasonably) pursuant to clause 3.4 (IFC as Additional Lender). (C) In the event that the Additional Lender is not a Party to this Agreement, the amount Original Borrower shall procure that each Additional Lender: (i) delivers a Lender Accession Notice duly completed and signed on behalf of the Additional Lender and specifying its Additional Commitment to the Facility Agent; and (ii) accedes to the Intercreditor Agreement in accordance with the terms of the Intercreditor Agreement, in each case, on or prior to the Additional Commitment Date. (D) Subject to the conditions in paragraph (B) and (C) above being met, from the relevant Additional Commitment Date: (i) the Additional Lender shall make available the relevant Additional Commitment for Utilisation under the Facility in accordance with the terms of this Agreement (as amended); (ii) the Additional Commitment shall rank pari passu with respect to existing Commitments; and (iii) any necessary rebalancing of the Commitments and outstandings under the Facility and the Additional Commitment provided by the Additional Lender to ensure that they are pro rata (the "Subsequent New Commitment Rebalancing") will be made by a Borrower making utilisations from the Additional Commitment Amount") --------------------------------------- by which the Maximum Facility Amount is to be increased). Upon receipt of such request, the Lead Agent shall use its best efforts, with the assistance within five business days of the Borrower, relevant Additional Commitment Date: (a) in priority to arrange a syndicate of Banks with utilisations from Commitments (including under the Initial Commitments), aggregating the Target Facility Amount on or before the Syndication Expiration Date. Notwithstanding anything to the contrary contained herein no Bank shall be obligated to increase the amount of its Commitment to an amount that is greater than such Bank's Initial Commitment.Facility; or (b) Subsequent Additional Commitments to effect a prepayment under the Facility to the existing Lenders (which amount may be redrawn by the Borrowers), at that Xxxxxxxx’s election, in each case to procure, as far as practicable, any New Commitment Rebalancing, following which all utilisations shall be offered made pro rata to the Banks party hereto as of the date of the Subsequent rata. (E) Each Additional Commitment Notice. Each Bank (each, an "Accepting Bank") that accepts such additional -------------- amount within fifteen (15) days after receipt of an offer from the Lead Agent therefor Lender may increase its Commitment by only become a maximum amount (each, a "Commitment ---------- Increase") equal to the product of (x) the Subsequent Additional Commitment -------- Amount times (y) the percentage that such Bank's Initial Commitment bears to the Available Facility as of the Closing Date. If any Bank (each, a "Declining --------- Bank") shall not accept such additional amount within fifteen (15) days after ---- receipt of an offer therefor from the Lead Agent, (i) such Declining Bank's Commitment shall remain at an amount equal to its Initial Commitment and (ii) the Borrower may request (x) any Accepting Bank to further increase its Commitment by an amount equal to all or any portion of an aggregate amount equal to each Declining Bank's Commitment Increase or (y) the Lead Agent to submit a list of proposed bank syndicate members that are not party to this Agreement as (and be entitled to share in the Security created under the Security Documents in accordance with the terms of the date Finance Documents) if such Additional Lender simultaneously accedes to the Intercreditor Agreement in accordance with the terms of the Intercreditor Agreement. (F) Each Party (other than the relevant Additional Lender) irrevocably authorises and instructs the Facility Agent to execute on its behalf any Lender Accession Notice which has been duly completed and signed on behalf of that proposed Additional Xxxxxx and each Party agrees to be bound by such accession. The Facility Agent must promptly sign any such Lender Accession Notice (and in any event within three Business Days of receipt). (G) The Facility Agent shall only be obliged to execute a Lender Accession Notice delivered to it by an Additional Lender once the Facility Agent (acting reasonably) has, to the extent that the necessary information is not already available to it, received all required information to comply with all necessary "know your customer" or other similar checks under all applicable laws and regulations in relation to the accession of such request to Additional Lender. (H) On the Borrower for its review and approval (which approval shall not be unreasonably withheld or delayed) in order to obtain additional Commitments such date that the Maximum Facility Amount is equal to the Target Facility Amount; provided, however, notwithstanding anything to the -------- ------- contrary contained herein, Agent executes a Lender Accession Notice: (i) no Bank the Additional Lender party to that Lender Accession Notice, each other Finance Party and the Obligors shall be obligated to increase acquire the amount same rights and assume the same obligations between themselves as they would have acquired and assumed had that Additional Lender been an Original Lender with the rights and/or obligations acquired or assumed by it as a result of that accession and with the Commitment specified by it as its Commitment to an amount that is greater than such Bank's Initial Commitment and Additional Commitment; and (ii) the Banks that Additional Lender shall not be obligated become a Party to increase the Maximum Facility Amount to an amount that is greater than the Maximum Facility Amount this Agreement as of the Closing Date. From and after the Syndication Expiration Date, the Lead Agent shall have no further obligation to syndicate the Facility or to obtain or accept any additional Commitments. [THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]a "Lender".

Additional Commitment. (a1) Borrower shall have a one At any time right and from time to time following the Closing, IPSCO may, at its sole option, by notice in writing (the “Request Notice”) to the Agent, request that the Lead Agent obtain additional Commitments Commitment be increased by an amount not to exceed U.S. $50,000,000 (the "Subsequent Additional Commitments") so --------------------------------- that the Maximum Facility Amount is equal to an amount up to Three Hundred Seventy-Five Million Dollars ($375,000,000) (such amount, the "Target Facility --------------- “Commitment Increase Amount"”), which request provided that no Lender Group shall be made by the Borrower giving written notice (the ------ "Subsequent Additional Commitment Notice") to the Lead Agent at least thirty --------------------------------------- (30) days prior to the date that is the eighteenth month anniversary of the Closing Date (the "Syndication Expiration Date") setting forth such details with --------------------------- respect thereto as are reasonably requested by the Lead Agent (including, without limitation, the amount (the "Subsequent Additional Commitment Amount") --------------------------------------- by which the Maximum Facility Amount is to be increased). Upon receipt of such request, the Lead Agent shall use its best efforts, with the assistance of the Borrower, to arrange a syndicate of Banks with Commitments (including the Initial Commitments), aggregating the Target Facility Amount on or before the Syndication Expiration Date. Notwithstanding anything to the contrary contained herein no Bank shall be obligated under any obligation to increase the amount of its Lender Group Commitment or participate in any Commitment Increase Amount. Any Request Notice delivered pursuant to an amount this Section 2.8(1) shall specify (a) the requested Commitment Increase Amount; and (b) the effective date for such Commitment Increase Amount, which date shall not be less than 21 nor more than 180 days following the date of receipt of such Request Notice by the Agent. A request that is greater the Lender Groups increase their Lender Group Commitment shall be made on a pro rata basis to the respective Lender Groups based on the proportion that the Lender Group Commitment of each such Lender Group bears to the Lender Group Commitment of all Lender Groups at such time. Upon receipt of the aforesaid Request Notice by the Agent, the Agent shall, as soon as reasonably practicable, by written notice (the “Lender Group Notice”) to each Lender Group, notify them of the Request Notice, and advise each such Lender Group of its Pro Rata Share of the requested Commitment Increase Amount and of each such Lender Group’s right to elect to commit to more than its Pro Rata Share of such Bank's Initial Commitmentrequested Commitment Increase Amount should it choose to do so. (b2) Subsequent Additional Commitments Each Lender Group shall be offered pro rata provide notice in writing (a “Response Notice”) to the Banks party hereto Agent as to whether it wishes to participate and to increase its respective Pro Rata Share of the date Commitment Increase Amount within 10 days of delivery by the Agent of the Subsequent Additional Commitment Lender Group Notice. Each Bank (each, an "Accepting Bank") that accepts such additional -------------- amount within fifteen (15) days after receipt of an offer from the Lead Agent therefor may increase its Commitment by a maximum amount (each, a "Commitment ---------- Increase") equal to the product of (x) the Subsequent Additional Commitment -------- Amount times (y) the percentage that such Bank's Initial Commitment bears to the Available Facility as of the Closing Date. If any Bank Lender Group does not provide its Response Notice within such 10 day period, such Lender Group shall be deemed to have refused to participate in the Commitment Increase Amount. Not more than 2 Business Days following (eacha) the last day for receipt by the Agent of each such Response Notice; or (b) if all such relevant Lender Groups have provided such Response Notice, a "Declining --------- Bank") the day on which the last of such Response Notices shall not accept such additional amount within fifteen (15) days after ---- receipt of an offer therefor from have been received by the Lead Agent, the Agent shall advise IPSCO and each such Lender Group whether each such Lender Group has consented to participate in the requested Commitment Increase Amount, or has refused or is deemed to have refused (iby virtue of its failure to deliver the Response Notice as aforesaid) to participate in such Declining Bank's requested Commitment shall remain at Increase Amount, and the aggregate amount by which all such Lender Groups have agreed to increase their respective Lender Group Commitments in respect thereof. (3) Subject to, and as provided for in Section 2.8(5), in the event that: (a) the Commitment Increase Amount has been accepted by all of the Lender Groups in an amount equal to its Initial not less than each applicable Lender Groups’ Pro Rata Share thereof, the Lender Group Commitment and (ii) the Borrower may request (x) any Accepting Bank to further increase its Commitment of each such Lender Group shall be increased by an amount equal to all or any portion their respective Pro Rata Shares of such Commitment Increase Amount; or (b) the Commitment Increase Amount has been accepted by some, but not all, of the applicable Lender Groups, (i) with respect to each such consenting Lender Group, the relevant Lender Group Commitment of each such Lender Group shall be increased by an aggregate amount equal to each Declining Bank's the amount of such Commitment Increase Amount stipulated in the respective Response Notices delivered by such consenting Lender Groups as the amount of the Commitment Increase Amount which such applicable Lender Group has agreed to assume, provided that if the aggregate amount of such accepted Commitment Increase Amounts exceeds the requested Commitment Increase Amount, then each such consenting Lender Group shall have its respective Lender Group Commitment increased by an amount equal to that portion of the Commitment Increase Amount that the Lender Group Commitment of each such consenting Lender Group bears to the aggregate Lender Group Commitments of all such consenting Lender Groups but in no event in excess of the amount of the Commitment Increase Amount agreed to be assumed by the respective consenting Lender Group in its Response Notice; and (ii) with respect to all non-consenting Lender Groups, the relevant Lender Group Commitment of all such non-consenting Lender Groups shall not be increased. (4) If the full amount of the Commitment Increase Amount is not assumed by the consenting Lender Groups in accordance with Section 2.8(3), then IPSCO may seek and arrange for one or more other financial institutions to provide the balance of such Commitment Increase Amount, provided that the Agent (yand for greater certainty, not any other existing Lenders or Lender Groups) shall have the right, acting reasonably, to approve of any one or more of such other financial institutions, and participation by any one or more of such other financial institutions shall be subject to the terms of Section 2.8(5). (5) Any increase in the Commitment is subject to the conditions precedent that (a) the Lead Agent Borrowers, the Guarantors, the Lenders and any lender that is not theretofore a Lender, shall have executed and delivered any documentation reasonably required to submit evidence such increase in the Commitment hereunder and, in the case of a list lender not theretofore a Lender, the addition of proposed bank syndicate members that are not such lender as a Lender and party to this Agreement Agreement, all in form and substance satisfactory to the Agent and acknowledged by the Agent and each Borrower and Guarantor; (b) all representations and warranties contained in Article 7 shall be true and correct in all material respects on the date that such Commitment Increase Amount is to take effect other than those representations and warranties which by their terms are stated to be made as of a specific date, which representations and warranties shall be true and correct as of such specific date; (c) the amount of any such Commitment Increase Amount shall be not less than U.S. $10,000,000 and shall not cause the aggregate Commitment to exceed U.S. $200,000,000; (d) IPSCO Consolidated shall be in compliance with all financial covenants set out in Section 8.3 hereof; and (e) no Default or Event of Default shall have occurred and be continuing as of the date of such request to the Borrower for its review and approval (which approval shall not be unreasonably withheld or delayed) in order to obtain additional Commitments such that the Maximum Facility Commitment Increase Amount is equal to take effect and the Target Facility Amount; provided, however, notwithstanding anything to the -------- ------- contrary contained herein, initial Accommodation in respect thereof. (i6) no Bank shall be obligated to increase the amount Upon satisfaction of its Commitment to an amount that is greater than such Bank's Initial Commitment and (ii) the Banks shall not be obligated to increase the Maximum Facility Amount to an amount that is greater than the Maximum Facility Amount as all of the Closing Date. From terms and conditions of this Section 2.8, including Section 2.8(5), from and after the Syndication Expiration Dateeffective date for the Commitment Increase Amount, the Lead Agent each existing Lender Group and any additional lender approved to act as a Lender shall have no further obligation their Lender Group Commitments adjusted to syndicate reflect their respective shares of the Facility Commitment Increase Amount, or such other lender shall become a Lender Group Commitment as provided for above and shall have all rights and obligations of the Lender with respect to obtain or accept any additional Commitments. [THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]its Lender Group Commitment.

Additional Commitment. (i) Subject to the terms and conditions set forth herein, the Borrower may at any time, but not more often than two (2) times during the term of this Agreement, request to add an additional term loan commitment (the “Additional Term Loan Commitment”) and/or an additional revolving credit commitment (the “Additional Revolving Credit Commitment”, and collectively with the Additional Term Loan Commitment, the “Additional Commitment”) provided that (a) Borrower immediately prior to and after giving effect to such Additional Commitment (and the making of any loans pursuant thereto), no Event of Default or Potential Default has occurred or is continuing or shall have a one time right to request that result therefrom; (b) the Lead Agent obtain additional Additional Term Loan Commitments (and the "Subsequent Additional Commitments") so --------------------------------- that Revolving Credit Commitments shall not exceed in the Maximum Facility Amount is equal to an amount up to Three aggregate One Hundred Seventy-Five Million and 00/100 Dollars ($375,000,000100,000,000.00), (c) the Term Loans made pursuant to any Additional Term Loan Commitment (the “Additional Term Loans”) will amortize so that (i) on each Payment Date on and after any Incremental Facility Closing Date (as herein defined) through and including the first Business Day of April, 2014, 2.5% of the aggregate principal amount of such amountAdditional Term Loans will be due and payable, (ii) beginning on the first Business Day of July, 2014 and through and including the first Business Day of April, 2016, 6.67% of the aggregate principal amount of such Additional Term Loans will be due and payable, and (iii) a final payment of the remaining principal balance of such Additional Term Loans will be due and payable on the Expiration Date; for the avoidance of doubt, the "Target Facility --------------- Amount"amortization payments due with respect to any Additional Term Loans are in addition to the amortization payments due pursuant to Section 3.2 [Nature of Lenders’ Obligations with Respect to Term Loans; Repayment Terms], and (d) other than amortization as set forth in the preceding clause (c), which request shall the loans to be made by the Borrower giving written notice (the ------ "Subsequent Additional Commitment Notice") pursuant to the Lead Agent at least thirty --------------------------------------- (30) days Additional Term Loan Commitment shall have the same terms as the Term Loan existing immediately prior to the effectiveness of such Additional Term Loan Commitment (except as otherwise agreed by the Administrative Agent and any existing Lenders agreeing to provide, and additional lending institutions agreeing to provide, a commitment in respect of such Additional Term Loan Commitment, provided that any such agreement shall affect solely the terms of such Additional Term Loan Commitment and not any other Loan or Commitments (or any other Lender) unless this Agreement has been amended in accordance with Section 11.1 [Modifications, Amendments or Waivers] without reference to this Section 3.3 [Additional Commitment]). Any request for an Additional Term Loan Commitment and an Additional Revolving Credit Commitment made on the same date that is the eighteenth month anniversary shall constitute one (1) request of the Closing Date two (2) requests permitted under this Section. Any additional bank, financial institution, existing Lender or other Person that elects to extend commitments to provide the Additional Commitment shall be reasonably satisfactory to the Borrower and the Administrative Agent (any such bank, financial institution, existing Lender or other Person is an “Additional Lender”) and shall become a Lender under this Agreement pursuant to an amendment (the "Syndication Expiration “Incremental Facility Amendment”) to this Agreement, giving effect to the modifications permitted by this Section 3.3 [Additional Commitment], and, as appropriate, the other Loan Documents, executed by the Loan Parties, each Additional Lender, if any, and the Administrative Agent. Commitments in respect of the Additional Commitment shall become Commitments under this Agreement after giving effect to such Incremental Facility Amendment. The Incremental Facility Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be reasonably necessary or appropriate, in the opinion of the Administrative Agent, to effect the provisions of this Section 3.3 [Additional Commitment], and shall be, to the extent not consistent with the then-existing Loan Documents, satisfactory to the Administrative Agent. The effectiveness of any Incremental Facility Amendment shall be subject to the satisfaction on the date thereof (the “Incremental Facility Closing Date"”) setting of each of the applicable conditions set forth such details with --------------------------- respect thereto in Section 7.2 [Each Additional Loan or Letter of Credit], and except as are otherwise specified in the Incremental Facility Amendment, the Administrative Agent shall have received legal opinions, board resolutions and secretary’s certificates reasonably requested by the Lead Administrative Agent (including, without limitation, and consistent with those delivered on the amount (Closing Date under Article 7 [Conditions of Lending and Issuance of Letters of Credit]. The proceeds of the "Subsequent Additional Commitment Amount") --------------------------------------- by which the Maximum Facility Amount is to may be increased). Upon receipt used in accordance with Section 2.8 [Use of such request, the Lead Agent shall use its best efforts, with the assistance of the Borrower, to arrange a syndicate of Banks with Commitments (including the Initial Commitments), aggregating the Target Facility Amount on or before the Syndication Expiration DateProceeds] but not for any purpose otherwise prohibited hereunder. Notwithstanding anything to the contrary contained herein in this Section 3.3 [Additional Commitment], no Bank existing Lender shall be obligated to increase the amount of its Commitment to an amount that is greater than such Bank's Initial Commitmentprovide Additional Commitments. (b) Subsequent Additional Commitments shall be offered pro rata to the Banks party hereto as of the date of the Subsequent Additional Commitment Notice. Each Bank (each, an "Accepting Bank") that accepts such additional -------------- amount within fifteen (15) days after receipt of an offer from the Lead Agent therefor may increase its Commitment by a maximum amount (each, a "Commitment ---------- Increase") equal to the product of (x) the Subsequent Additional Commitment -------- Amount times (y) the percentage that such Bank's Initial Commitment bears to the Available Facility as of the Closing Date. If any Bank (each, a "Declining --------- Bank") shall not accept such additional amount within fifteen (15) days after ---- receipt of an offer therefor from the Lead Agent, (i) such Declining Bank's Commitment shall remain at an amount equal to its Initial Commitment and (ii) the Borrower may request (x) any Accepting Bank to further increase its Commitment by an amount equal to all or any portion of an aggregate amount equal to each Declining Bank's Commitment Increase or (y) the Lead Agent to submit a list of proposed bank syndicate members that are not party to this Agreement as of the date of such request to the Borrower for its review and approval (which approval shall not be unreasonably withheld or delayed) in order to obtain additional Commitments such that the Maximum Facility Amount is equal to the Target Facility Amount; provided, however, notwithstanding anything to the -------- ------- contrary contained herein, (i) no Bank shall be obligated to increase the amount of its Commitment to an amount that is greater than such Bank's Initial Commitment and (ii) the Banks shall not be obligated to increase the Maximum Facility Amount to an amount that is greater than the Maximum Facility Amount as of the Closing Date. From and after the Syndication Expiration Date, the Lead Agent shall have no further obligation to syndicate the Facility or to obtain or accept any additional Commitments. [THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]

Additional Commitment. (i) Subject to the terms and conditions set forth herein, the Borrower may at any time, but not more often than two (2) times during the term of this Agreement, request to add an additional term loan commitment (the “Additional Term Loan Commitment”) and/or an additional revolving credit commitment (the “Additional Revolving Credit Commitment”, and collectively with the Additional Term Loan Commitment, the “Additional Commitment”) provided that (a) Borrower immediately prior to and after giving effect to such Additional Commitment (and the making of any loans pursuant thereto), no Event of Default or Potential Default has occurred or is continuing or shall have a one time right to request that result therefrom; (b) the Lead Agent obtain additional Additional Term Loan Commitments (and the "Subsequent Additional Commitments") so --------------------------------- that Revolving Credit Commitments shall not exceed in the Maximum Facility Amount is equal to an amount up to Three aggregate One Hundred Seventy-Five Million and 00/100 Dollars ($375,000,000100,000,000.00), (c) the Term Loans made pursuant to any Additional Term Loan Commitment (the “Additional Term Loans”) will amortize so that (i) on each Payment Date on and after any Incremental Facility Closing Date (as herein defined) through and including the first Business Day of July, 2018, 2.500% of the aggregate principal amount of such amountAdditional Term Loans will be due and payable, (ii) beginning on the first Business Day of October, 2018 and through and including the first Business Day of April, 2019, 14.375% of the aggregate principal amount of such Additional Term Loans will be due and payable, and (iii) a final payment of the remaining principal balance of such Additional Term Loans will be due and payable on the Expiration Date; for the avoidance of doubt, the "Target Facility --------------- Amount"amortization payments due with respect to any Additional Term Loans are in addition to the amortization payments due pursuant to Section 3.2 [Nature of Lenders’ Obligations with Respect to Term Loans; Repayment Terms], and (d) other than amortization as set forth in the preceding clause (c), which request shall the loans to be made by the Borrower giving written notice (the ------ "Subsequent Additional Commitment Notice") pursuant to the Lead Agent at least thirty --------------------------------------- (30) days Additional Term Loan Commitment shall have the same terms as the Term Loan existing immediately prior to the effectiveness of such Additional Term Loan Commitment (except as otherwise agreed by the Administrative Agent and any existing Lenders agreeing to provide, and additional lending institutions agreeing to provide, a commitment in respect of such Additional Term Loan Commitment, provided that any such agreement shall affect solely the terms of such Additional Term Loan Commitment and not any other Loan or Commitments (or any other Lender) unless this Agreement has been amended in accordance with Section 11.1 [Modifications, Amendments or Waivers] without reference to this Section 3.3 [Additional Commitment]). Any request for an Additional Term Loan Commitment and an Additional Revolving Credit Commitment made on the same date that is the eighteenth month anniversary shall constitute one (1) request of the Closing Date two (2) requests permitted under this Section. Any additional bank, financial institution, existing Lender or other Person that elects to extend commitments to provide the Additional Commitment shall be reasonably satisfactory to the Borrower and the Administrative Agent (any such bank, financial institution, existing Lender or other Person is an “Additional Lender”) and shall become a Lender under this Agreement pursuant to an amendment (the "Syndication Expiration “Incremental Facility Amendment”) to this Agreement, giving effect to the modifications permitted by this Section 3.3 [Additional Commitment], and, as appropriate, the other Loan Documents, executed by the Loan Parties, each Additional Lender, if any, and the Administrative Agent. Commitments in respect of the Additional Commitment shall become Commitments under this Agreement after giving effect to such Incremental Facility Amendment. The Incremental Facility Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be reasonably necessary or appropriate, in the opinion of the Administrative Agent, to effect the provisions of this Section 3.3 [Additional Commitment], and shall be, to the extent not consistent with the then-existing Loan Documents, satisfactory to the Administrative Agent. The effectiveness of any Incremental Facility Amendment shall be subject to the satisfaction on the date thereof (the “Incremental Facility Closing Date"”) setting of each of the applicable conditions set forth such details with --------------------------- respect thereto in Section 7.2 [Each Additional Loan or Letter of Credit], and except as are otherwise specified in the Incremental Facility Amendment, the Administrative Agent shall have received legal opinions, board resolutions and secretary’s certificates reasonably requested by the Lead Administrative Agent (including, without limitation, and consistent with those delivered on the amount (Closing Date under Article 7 [Conditions of Lending and Issuance of Letters of Credit]. The proceeds of the "Subsequent Additional Commitment Amount") --------------------------------------- by which the Maximum Facility Amount is to may be increased). Upon receipt used in accordance with Section 2.8 [Use of such request, the Lead Agent shall use its best efforts, with the assistance of the Borrower, to arrange a syndicate of Banks with Commitments (including the Initial Commitments), aggregating the Target Facility Amount on or before the Syndication Expiration DateProceeds] but not for any purpose otherwise prohibited hereunder. Notwithstanding anything to the contrary contained herein in this Section 3.3 [Additional Commitment], no Bank existing Lender shall be obligated to increase the amount of its Commitment to an amount that is greater than such Bank's Initial Commitmentprovide Additional Commitments. (b) Subsequent Additional Commitments shall be offered pro rata to the Banks party hereto as of the date of the Subsequent Additional Commitment Notice. Each Bank (each, an "Accepting Bank") that accepts such additional -------------- amount within fifteen (15) days after receipt of an offer from the Lead Agent therefor may increase its Commitment by a maximum amount (each, a "Commitment ---------- Increase") equal to the product of (x) the Subsequent Additional Commitment -------- Amount times (y) the percentage that such Bank's Initial Commitment bears to the Available Facility as of the Closing Date. If any Bank (each, a "Declining --------- Bank") shall not accept such additional amount within fifteen (15) days after ---- receipt of an offer therefor from the Lead Agent, (i) such Declining Bank's Commitment shall remain at an amount equal to its Initial Commitment and (ii) the Borrower may request (x) any Accepting Bank to further increase its Commitment by an amount equal to all or any portion of an aggregate amount equal to each Declining Bank's Commitment Increase or (y) the Lead Agent to submit a list of proposed bank syndicate members that are not party to this Agreement as of the date of such request to the Borrower for its review and approval (which approval shall not be unreasonably withheld or delayed) in order to obtain additional Commitments such that the Maximum Facility Amount is equal to the Target Facility Amount; provided, however, notwithstanding anything to the -------- ------- contrary contained herein, (i) no Bank shall be obligated to increase the amount of its Commitment to an amount that is greater than such Bank's Initial Commitment and (ii) the Banks shall not be obligated to increase the Maximum Facility Amount to an amount that is greater than the Maximum Facility Amount as of the Closing Date. From and after the Syndication Expiration Date, the Lead Agent shall have no further obligation to syndicate the Facility or to obtain or accept any additional Commitments. [THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]

Additional Commitment. (a) Borrower shall have a one time right to request that the Lead Agent obtain additional Commitments (the "Subsequent Additional Commitments") which shall be in the minimum additional aggregate amount of Ten Million Dollars ($10,000,000) so --------------------------------- that the Maximum Facility Amount is equal to an amount up to Three Four Hundred Seventy-Five Million Dollars ($375,000,000400,000,000) (such amount, the "Target Facility --------------- Amount"), which request shall be made by the Borrower giving written notice (the ------ "Subsequent Additional Commitment Notice") to the Lead Agent at least thirty --------------------------------------- (30) days prior to no later than the date that is the eighteenth twenty-four month anniversary of the Closing Date (the "Syndication Expiration Date") setting forth such details with --------------------------- respect thereto as are reasonably requested by the Lead Agent (including, without limitation, the amount (the "Subsequent Additional Commitment Amount") --------------------------------------- by which the Maximum Facility Amount is to be increased). Upon receipt of such request, the Lead Agent shall use its best commercially reasonable efforts, with the assistance of the Borrower, to arrange a syndicate of Banks with Commitments (including the Initial 109 Commitments), aggregating the Target Facility Amount on or before within sixty (60) days after the Syndication Expiration Date. Notwithstanding anything to the contrary contained herein no Bank shall be obligated to increase the amount of its Commitment to an amount that is greater than such Bank's Initial Commitment. The Borrower's right to request additional Commitments pursuant to this Section 9.14 shall be contingent upon payment of fees to be agreed upon by the Borrower and the Lead Agent at such time and there being no Default or Event of Default at the time of such request up to the time of the funding of any Subsequent Additional Commitments. (b) Subsequent Additional Commitments shall be offered pro rata to the Banks party hereto as of the date of the Subsequent Additional Commitment Notice. Each Bank (each, an "Accepting Bank") that accepts such additional -------------- amount within fifteen (15) days after receipt of an offer from the Lead Agent therefor may increase its Commitment by a maximum amount (each, a "Commitment ---------- Increase") equal to the product of (x) the Subsequent Additional Commitment -------- Amount times (y) the percentage that such Bank's Initial Commitment bears to the Available Facility as of the Closing Date. If any Bank (each, a "Declining --------- Bank") shall not accept such additional amount within fifteen (15) days after ---- receipt of an offer therefor from the Lead Agent, (i) such Declining Bank's Commitment shall remain at an amount equal to its Initial Commitment and (ii) the Borrower may request (x) any Accepting Bank to further increase its Commitment by an amount equal to all or any portion of an aggregate amount equal to each Declining Bank's Commitment Increase or (y) the Lead Agent to submit a list of proposed bank syndicate members that are not party to this Agreement as of the date of such request to the Borrower for its review and approval (which approval shall not be unreasonably withheld or delayed) in order to obtain additional Commitments such that the Maximum Facility Amount is equal to the Target Facility Amount; provided, however, notwithstanding anything to the -------- ------- contrary contained herein, (i) no Bank shall be obligated to increase the amount of its Commitment to an amount that is greater than such Bank's Initial Commitment and (ii) the Banks shall not be obligated to increase the Maximum Facility Amount to an amount that is greater than the Maximum Facility Amount as of the Closing Date. From and after the Syndication Expiration Date, the Lead Agent shall have no further obligation to syndicate the Facility or to obtain or accept any additional Commitments. [THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK].

Additional Commitment. (a) The Borrower shall have a one time the --------------------- right to request that the Lead Agent obtain additional Commitments (in the "Subsequent Additional Commitments") so --------------------------------- that the Maximum Facility Amount is equal to an aggregate amount of up to Three One Hundred Seventy-Five Fifty Million Dollars ($375,000,000) (such amount, the 150,000,000)(the "Target Facility --------------- AmountAdditional Commitment"), but in no event in an amount less than Seventy Five --------------------- Million Dollars ($75,000,000) in the aggregate, which request shall be made by the Borrower by giving written notice (the ------ each, an "Subsequent Additional Commitment Notice") ---------------------------- to the Lead Agent. The Borrower may deliver an Additional Commitment Notice to the Lead Agent at least thirty --------------------------------------- not more frequently than once every six (306) days prior to months until such time as the date that is aggregate Additional Commitment has been obtained. Upon the eighteenth month anniversary approval of the Closing Date (the "Syndication Expiration Date") setting forth such details with --------------------------- respect thereto as are reasonably requested by the Lead Agent (including, without limitation, the amount (the "Subsequent Additional Commitment Amount") --------------------------------------- by which the Maximum Facility Amount is Required Banks to be increased). Upon receipt of such request, the Lead Agent shall use its best efforts, with the assistance of the Borrower, to arrange a syndicate of Banks with Commitments (not including the Initial Commitmentsinitial Commitment), aggregating the Target Facility Amount requested Additional Commitment on or before the Syndication Expiration Datedate which is 90 days after the Additional Commitment Notice was received by the Lead Agent. Notwithstanding anything to the contrary contained herein no If any Bank shall be obligated to increase the amount of its Commitment to an amount that is greater than such Bank's Initial Commitment. (b) Subsequent Additional Commitments shall be offered pro rata to the Banks party hereto as of the date of the Subsequent Additional Commitment Notice. Each Bank (each, an "Accepting Bank") that accepts not accept such additional -------------- amount within fifteen ten (1510) days after receipt of an offer from the Lead Agent therefor may increase its Commitment by a maximum amount (eachtherefor, a "Commitment ---------- Increase") equal prior to the product of (x) the Subsequent Additional Commitment -------- Amount times (y) the percentage that such Bank's Initial Commitment bears to the Available Facility as of the Closing Date. If any Bank (eachcommencing syndication, a "Declining --------- Bank") shall not accept such additional amount within fifteen (15) days after ---- receipt of an offer therefor from the Lead Agent, (i) such Declining Bank's Commitment shall remain at an amount equal to its Initial Commitment and (ii) the Borrower may request (x) any Accepting Bank to further increase its Commitment by an amount equal to all or any portion of an aggregate amount equal to each Declining Bank's Commitment Increase or (y) the Lead Agent to shall submit a list of proposed bank syndicate members that are not party to this Agreement as of the date of such request to the Borrower for its review and approval (approval, which approval shall not be unreasonably withheld or delayed) in order to obtain additional Commitments such that the Maximum Facility Amount is equal to the Target Facility Amount; provided, however, notwithstanding anything to the -------- ------- contrary contained herein, (i) no Bank shall be obligated to increase the amount of its Commitment to an amount that is greater than such Bank's Initial Commitment and (ii) the Banks shall not be obligated to increase the Maximum Facility Amount to an amount that is greater than the Maximum Facility Amount as of the Closing Date. From and after the Syndication Expiration Date, the Lead Agent shall have no further obligation to syndicate the Facility or to obtain or accept any additional Commitments with respect to the requested Additional Commitment. For purposes hereof, the "Syndication Expiration Date" means the --------------------------- 116 date which is 90 days after the applicable Additional Commitment Notice was received by the Agent. (b) Effective as of the closing of the Additional Commitment, during the remainder of the Term, the Borrower shall pay to the Lead Agent for the account of the Banks ratably in proportion to their respective Additional Commitments, a fee equal to .05% per annum on the amount of the Additional Commitment (the "Increase Facility Fee"). [THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]The Increase Facility Fee shall be --------------------- payable in arrears on each January 1, April 1, July 1 and October 1. 117

Additional Commitment. (i) Subject to the terms and conditions set forth herein, the Borrower may at any time, but not more often than two (2) times during the term of this Agreement, request to add an additional revolving credit commitment (the “Additional Commitment”) provided that (a) Borrower immediately prior to and after giving effect to such Additional Commitment (and the making of any loans pursuant thereto), no Event of Default or Potential Default has occurred or is continuing or shall have a one time right to request that result therefrom and (b) the Lead Agent obtain additional Additional Commitments (shall not exceed in the "Subsequent Additional Commitments") so --------------------------------- that the Maximum Facility Amount is equal to an amount up to Three aggregate Two Hundred Seventy-Five Million and 00/100 Dollars ($375,000,000200,000,000.00). Any additional bank, financial institution, existing Lender or other Person that elects to extend commitments to provide the Additional Commitment shall be reasonably satisfactory to the Borrower and the Administrative Agent (any such bank, financial institution, existing Lender or other Person is an “Additional Lender”) and shall become a Lender under this Agreement pursuant to an amendment (such amountthe “Additional Commitment Amendment”) to this Agreement, giving effect to the modifications permitted by this Section 3.3 [Additional Commitment], and, as appropriate, the "Target Facility --------------- Amount")other Loan Documents, which request executed by the Loan Parties, each Additional Lender, if any, and the Administrative Agent. Commitments in respect of the Additional Commitment shall become Commitments under this Agreement after giving effect to such Additional Commitment Amendment. The Additional Commitment Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be reasonably necessary or appropriate, in the opinion of the Administrative Agent, to effect the provisions of this Section 3.3 [Additional Commitment], and shall be, to the extent not consistent with the then-existing Loan Documents, satisfactory to the Administrative Agent. The effectiveness of any Additional Commitment Amendment shall be made by subject to the Borrower giving written notice satisfaction on the date thereof (the ------ "Subsequent “Additional Commitment Notice"Closing Date”) to the Lead Agent at least thirty --------------------------------------- (30) days prior to the date that is the eighteenth month anniversary of each of the Closing Date (applicable conditions set forth in Section 7.2 [Each Additional Loan or Letter of Credit], and except as otherwise specified in the "Syndication Expiration Date") setting forth such details with --------------------------- respect thereto as are Additional Commitment Amendment, the Administrative Agent shall have received legal opinions, board resolutions and secretary’s certificates reasonably requested by the Lead Administrative Agent (including, without limitation, and consistent with those delivered on the amount (Closing Date under Article 7 [Conditions of Lending and Issuance of Letters of Credit]. The proceeds of the "Subsequent Additional Commitment Amount") --------------------------------------- by which the Maximum Facility Amount is to may be increased). Upon receipt used in accordance with Section 2.8 [Use of such request, the Lead Agent shall use its best efforts, with the assistance of the Borrower, to arrange a syndicate of Banks with Commitments (including the Initial Commitments), aggregating the Target Facility Amount on or before the Syndication Expiration DateProceeds] but not for any purpose otherwise prohibited hereunder. Notwithstanding anything to the contrary contained herein in this Section 3.3 [Additional Commitment], no Bank existing Lender shall be obligated to increase the amount of its Commitment to an amount that is greater than such Bank's Initial Commitmentprovide Additional Commitments. (b) Subsequent Additional Commitments shall be offered pro rata to the Banks party hereto as of the date of the Subsequent Additional Commitment Notice. Each Bank (each, an "Accepting Bank") that accepts such additional -------------- amount within fifteen (15) days after receipt of an offer from the Lead Agent therefor may increase its Commitment by a maximum amount (each, a "Commitment ---------- Increase") equal to the product of (x) the Subsequent Additional Commitment -------- Amount times (y) the percentage that such Bank's Initial Commitment bears to the Available Facility as of the Closing Date. If any Bank (each, a "Declining --------- Bank") shall not accept such additional amount within fifteen (15) days after ---- receipt of an offer therefor from the Lead Agent, (i) such Declining Bank's Commitment shall remain at an amount equal to its Initial Commitment and (ii) the Borrower may request (x) any Accepting Bank to further increase its Commitment by an amount equal to all or any portion of an aggregate amount equal to each Declining Bank's Commitment Increase or (y) the Lead Agent to submit a list of proposed bank syndicate members that are not party to this Agreement as of the date of such request to the Borrower for its review and approval (which approval shall not be unreasonably withheld or delayed) in order to obtain additional Commitments such that the Maximum Facility Amount is equal to the Target Facility Amount; provided, however, notwithstanding anything to the -------- ------- contrary contained herein, (i) no Bank shall be obligated to increase the amount of its Commitment to an amount that is greater than such Bank's Initial Commitment and (ii) the Banks shall not be obligated to increase the Maximum Facility Amount to an amount that is greater than the Maximum Facility Amount as of the Closing Date. From and after the Syndication Expiration Date, the Lead Agent shall have no further obligation to syndicate the Facility or to obtain or accept any additional Commitments. [THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]

Additional Commitment. (i) Subject to the terms and conditions set forth herein, the Borrower may at any time or from time to time during the term of this Agreement, request to add one or more additional term loan commitments (each, an “Additional Term Loan Commitment”) and/or one or more additional revolving credit commitments (each, an “Additional Revolving Credit Commitment”, and collectively with the Additional Term Loan Commitment, the “Additional Commitment”) provided that (a) immediately prior to and after giving effect to such Additional Commitment (and the making of any loans pursuant thereto), (i) no Event of Default or Potential Default has occurred or is continuing or shall result therefrom and (ii) the Loan Parties shall be in pro forma compliance (including giving pro forma effect to such Additional Commitment and the making of any loans pursuant thereto) with the covenant contained in Section 8.2.14 [Maximum Consolidated Leverage Ratio], (b) the Borrower shall have a one time right to request that the Lead Agent obtain additional Commitments (the "Subsequent Additional Commitments") so --------------------------------- that the Maximum Facility Amount is equal to an amount up to Three Hundred Seventy-Five Million Dollars ($375,000,000) (such amount, the "Target Facility --------------- Amount"), which request shall be made by the Borrower giving written notice (the ------ "Subsequent Additional Commitment Notice") deliver to the Lead Administrative Agent at least thirty --------------------------------------- (30) days prior to the closing of such Additional Commitment a Compliance Certificate as of the date of the closing of such Additional Commitment, such Compliance Certificate to give effect to such Additional Commitment to be obtained pursuant to this Section 2.10, (c) any Additional Term Loan Commitment and Additional Revolving Credit Commitment shall rank pari passu in right of payment and right of security in respect of the collateral (if any) with the Term Loans and the Revolving Credit Loans, (d) the Additional Term Loan Commitments and the Additional Revolving Credit Commitments shall be in a minimum amount of $25,000,000 and shall not exceed in the aggregate for all Additional Term Loan Commitments and Additional Revolving Credit Commitments $75,000,000 and (e) other than amortization or maturity date, the loans to be made pursuant to the Additional Term Loan Commitment shall have the same terms as the Term Loan (the “Existing Term Loan”) existing immediately prior to the effectiveness of such Additional Term Loan Commitment (except as otherwise agreed by the Administrative Agent and any existing Lenders agreeing to provide, and additional lending institutions agreeing to provide, a commitment in respect of such Additional Term Loan Commitment, provided that any such agreement shall affect solely the terms of such Additional Term Loan Commitment and not any other Loan or Commitments (or any other Lender) unless this Agreement has been amended in accordance with Section 11.1 [Modifications, Amendments or Waivers] without reference to this Section 2.10); provided that, without the prior written consent of the Required Lenders, the Additional Term Loan Commitment shall not have (a) a maturity date earlier than the Maturity Date or (b) a weighted average life that is shorter than that of the eighteenth month anniversary then-remaining weighted average life of the Existing Term Loans (as originally in effect prior to any amortization or prepayments thereto). Any additional bank, financial institution, existing Lender or other Person that elects to extend commitments to provide the Additional Commitment shall be reasonably satisfactory to the Borrower and, to the extent the Administrative Agent’s consent would be required under Section 11.8 [Successors and Assigns] for an assignment of Term Loans or Revolving Credit Commitments, as applicable, the Administrative Agent (any such bank, financial institution, existing Lender or other Person is an “Additional Lender”) and shall become a Lender under this Agreement pursuant to an amendment (the “Incremental Facility Amendment”) to this Agreement, giving effect to the modifications permitted by this Section 2.10, and, as appropriate, the other Loan Documents, executed by the Loan Parties, each Additional Lender, if any, and the Administrative Agent. Commitments in respect of the Additional Commitment shall become Commitments under this Agreement after giving effect to such Incremental Facility Amendment. Subject to the provisions of Section 11.1 [Modifications, Amendments and Waivers] requiring all Lender approval, the Incremental Facility Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be reasonably necessary or appropriate, in the opinion of the Administrative Agent, to effect the provisions of this Section 2.10, and shall be, to the extent not consistent with the then-existing Loan Documents, reasonably satisfactory to the Administrative Agent. The effectiveness of any Incremental Facility Amendment shall be subject to the satisfaction on the date thereof (the “Incremental Facility Closing Date”) of each of the applicable conditions (as reasonably determined by the Administrative Agent) set forth in Sections 7.1.1(ii) and 7.2 [Conditions of Lending and Issuance of Letters of Credit] (it being understood that all references to the Closing Date in such Section 7.1.1 (ii) [Conditions of Lending and Issuance of Letters of Credit] shall be deemed to refer to the "Syndication Expiration Date"Incremental Facility Closing Date and (y) setting with respect to any Additional Commitment to finance a Permitted Acquisition, the conditions set forth such details with --------------------------- respect thereto in Sections 7.1.1(ii) and 7.2 [Conditions of Lending and Issuance of Letters of Credit] may be waived by the Lenders holding a majority in principal amount of the Additional Commitment without the consent of any other Lender, provided that the accuracy of the Specified Representations may not be waived without the consent of the Required Lenders), and except as are otherwise specified in the Incremental Facility Amendment, the Administrative Agent shall have received legal opinions, board resolutions and other closing documents and certificates reasonably requested by the Lead Administrative Agent (including, without limitation, and consistent with those delivered on the amount (Closing Date under Sections 7.1.1(ii) and 7.2 [Conditions of Lending and Issuance of Letters of Credit]. The proceeds of the "Subsequent Additional Commitment Amount") --------------------------------------- by which the Maximum Facility Amount is to may be increased). Upon receipt used in accordance with Section 2.8 [Use of such request, the Lead Agent shall use its best efforts, with the assistance of the Borrower, to arrange a syndicate of Banks with Commitments (including the Initial Commitments), aggregating the Target Facility Amount on or before the Syndication Expiration DateProceeds] but not for any purpose otherwise prohibited hereunder. Notwithstanding anything to the contrary contained herein in this Section 2.10, no Bank existing Lender shall be obligated to increase the amount of its Commitment to an amount that is greater than such Bank's Initial Commitmentprovide Additional Commitments. (b) Subsequent Additional Commitments shall be offered pro rata to the Banks party hereto as of the date of the Subsequent Additional Commitment Notice. Each Bank (each, an "Accepting Bank") that accepts such additional -------------- amount within fifteen (15) days after receipt of an offer from the Lead Agent therefor may increase its Commitment by a maximum amount (each, a "Commitment ---------- Increase") equal to the product of (x) the Subsequent Additional Commitment -------- Amount times (y) the percentage that such Bank's Initial Commitment bears to the Available Facility as of the Closing Date. If any Bank (each, a "Declining --------- Bank") shall not accept such additional amount within fifteen (15) days after ---- receipt of an offer therefor from the Lead Agent, (i) such Declining Bank's Commitment shall remain at an amount equal to its Initial Commitment and (ii) the Borrower may request (x) any Accepting Bank to further increase its Commitment by an amount equal to all or any portion of an aggregate amount equal to each Declining Bank's Commitment Increase or (y) the Lead Agent to submit a list of proposed bank syndicate members that are not party to this Agreement as of the date of such request to the Borrower for its review and approval (which approval shall not be unreasonably withheld or delayed) in order to obtain additional Commitments such that the Maximum Facility Amount is equal to the Target Facility Amount; provided, however, notwithstanding anything to the -------- ------- contrary contained herein, (i) no Bank shall be obligated to increase the amount of its Commitment to an amount that is greater than such Bank's Initial Commitment and (ii) the Banks shall not be obligated to increase the Maximum Facility Amount to an amount that is greater than the Maximum Facility Amount as of the Closing Date. From and after the Syndication Expiration Date, the Lead Agent shall have no further obligation to syndicate the Facility or to obtain or accept any additional Commitments. [THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]

Additional Commitment. Subject to the terms and conditions set forth herein, the Borrower may at any time or from time to time during the term of this Agreement, request to add one or more additional revolving credit commitments (each, an "Additional Commitment") provided that (a) immediately prior to and after giving effect to such Additional Commitment (and the making of any loans pursuant thereto), (i) no Event of Default or Potential Default has occurred or is continuing or shall result therefrom and (ii) the Loan Parties shall be in pro forma compliance (including giving pro forma effect to such Additional Commitment and the making of any loans pursuant thereto) with the covenant contained in Section 8.2.14 [Maximum Consolidated Leverage Ratio], (b) the Borrower shall have a one time right to request that the Lead Agent obtain additional Commitments (the "Subsequent Additional Commitments") so --------------------------------- that the Maximum Facility Amount is equal to an amount up to Three Hundred Seventy-Five Million Dollars ($375,000,000) (such amount, the "Target Facility --------------- Amount"), which request shall be made by the Borrower giving written notice (the ------ "Subsequent Additional Commitment Notice") deliver to the Lead Administrative Agent at least thirty --------------------------------------- (30) days prior to the date that is the eighteenth month anniversary closing of the Closing Date (the "Syndication Expiration Date") setting forth such details with --------------------------- respect thereto as are reasonably requested by the Lead Agent (including, without limitation, the amount (the "Subsequent Additional Commitment Amount") --------------------------------------- by which the Maximum Facility Amount is to be increased). Upon receipt of such request, the Lead Agent shall use its best efforts, with the assistance of the Borrower, to arrange a syndicate of Banks with Commitments (including the Initial Commitments), aggregating the Target Facility Amount on or before the Syndication Expiration Date. Notwithstanding anything to the contrary contained herein no Bank shall be obligated to increase the amount of its Commitment to an amount that is greater than such Bank's Initial Commitment. (b) Subsequent Additional Commitments shall be offered pro rata to the Banks party hereto Compliance Certificate as of the date of the Subsequent closing of such Additional Commitment, such Compliance Certificate to give effect to such Additional Commitment Noticeto be obtained pursuant to this Section 2.10, (c) any Additional Commitment shall rank pari passu in right of payment and right of security in respect of the collateral (if any) with the Revolving Credit Loans, and (d) the Additional Commitments shall be in a minimum amount of $25,000,000 and shall not exceed in the aggregate for all Additional Commitments $100,000,000. Each Bank Any additional bank, financial institution, existing Lender or other Person that elects to extend commitments to provide the Additional Commitment shall be reasonably satisfactory to the Borrower and, to the extent the Administrative Agent’s consent would be required under Section 11.8 [Successors and Assigns] for an assignment of Revolving Credit Commitments, as applicable, the Administrative Agent (eachany such bank, financial institution, existing Lender or other Person is an "Accepting BankAdditional Lender") that accepts such additional -------------- amount within fifteen and shall become a Lender under this Agreement pursuant to an amendment (15) days after receipt of an offer from the Lead Agent therefor may increase its Commitment by a maximum amount (each, a "Commitment ---------- IncreaseIncremental Facility Amendment") equal to this Agreement, giving effect to the product modifications permitted by this Section 2.10, and, as appropriate, the other Loan Documents, executed by the Loan Parties, each Additional Lender, if any, and the Administrative Agent. Commitments in respect of (x) the Subsequent Additional Commitment -------- Amount times (y) the percentage that shall become Commitments under this Agreement after giving effect to such Bank's Initial Commitment bears Incremental Facility Amendment. Subject to the Available provisions of Section 11.1 [Modifications, Amendments and Waivers] requiring all Lender approval, the Incremental Facility as Amendment may, without the consent of the Closing Date. If any Bank (eachother Lenders, a "Declining --------- Bank") shall not accept effect such additional amount within fifteen (15) days after ---- receipt of an offer therefor from the Lead Agent, (i) such Declining Bank's Commitment shall remain at an amount equal to its Initial Commitment and (ii) the Borrower may request (x) any Accepting Bank to further increase its Commitment by an amount equal to all or any portion of an aggregate amount equal to each Declining Bank's Commitment Increase or (y) the Lead Agent to submit a list of proposed bank syndicate members that are not party amendments to this Agreement and the other Loan Documents as may be reasonably necessary or appropriate, in the opinion of the date Administrative Agent, to effect the provisions of such request this Section 2.10, and shall be, to the Borrower for its review and approval (which approval shall extent not be unreasonably withheld or delayed) in order to obtain additional Commitments such that consistent with the Maximum Facility Amount is equal then-existing Loan Documents, reasonably satisfactory to the Target Administrative Agent. The effectiveness of any Incremental Facility Amount; provided, however, notwithstanding anything Amendment shall be subject to the -------- ------- contrary contained herein, satisfaction on the date thereof (ithe "Incremental Facility Closing Date") no Bank shall be obligated to increase the amount of its Commitment to an amount that is greater than such Bank's Initial Commitment and (ii) the Banks shall not be obligated to increase the Maximum Facility Amount to an amount that is greater than the Maximum Facility Amount as each of the applicable conditions (as reasonably determined by the Administrative Agent) set forth in Sections 7.1.1(ii) and 7.2 [Conditions of Lending and Issuance of Letters of Credit] (it being understood that all references to the Closing Date. From and after the Syndication Expiration Date, the Lead Agent shall have no further obligation to syndicate the Facility or to obtain or accept any additional Commitments. [THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]Date in such Section 7.1.1

Additional Commitment. (aA) The Borrower may notify the Facility Agent (such notice being an “Additional Commitment Notice”) that it has agreed with any Lender or any other bank or financial institution (in each case, an “Additional Lender”) to increase the Total Commitments by the provision of additional commitments under the Facility (each such increase in commitments being an “Additional Commitment”), provided that: (i) the Additional Commitment Notice is delivered prior to the expiry of the Availability Period; (ii) the Additional Commitment Date (as defined below) takes place before the expiry of the Availability Period; (iii) the minimum amount of any Additional Commitment is not less than USD 5 million; (iv) the maximum aggregate amount of Additional Commitment (including all previous increases) does not exceed USD 50 million; (v) no Event of Default is continuing or would arise as a result of the provision of the Additional Commitment; and (vi) the terms of the Additional Commitment shall, for all purposes of this Agreement, be treated pursuant to the terms of this Agreement in the same manner as the existing Commitments. (B) Each Additional Commitment Notice shall: (i) confirm that the requirements of paragraph 3.2(A) above are fulfilled; and (ii) specify the date upon which the Additional Commitment is anticipated to be made available to the Borrower (the “Additional Commitment Date”). (C) In the event that the Additional Lender is not a Party to this Agreement, the Borrower shall have procure that each Additional Lender: (i) delivers a one time right Lender Accession Notice duly completed and signed on behalf of the Additional Lender and specifying its Additional Commitment to request the Facility Agent; and (ii) accedes to the Intercreditor Agreement in accordance with the terms of the Intercreditor Agreement, in each case, on or prior to the Additional Commitment Date. (D) Subject to the conditions in paragraphs (B) and (C) above being met, from the relevant Additional Commitment Date: (i) the Additional Lender shall make available the relevant Additional Commitment for Utilisation under the Facility in accordance with the terms of this Agreement (as amended); (ii) the Additional Commitment shall rank pari passu with respect to existing Commitments; and (iii) any necessary rebalancing of the Commitments and outstandings under the Facility and the Additional Commitment provided by the Additional Lender to ensure that the Lead Agent obtain additional Commitments they are pro rata (the "Subsequent Additional Commitments"“New Commitment Rebalancing”) so --------------------------------- that the Maximum Facility Amount is equal to an amount up to Three Hundred Seventy-Five Million Dollars ($375,000,000) (such amount, the "Target Facility --------------- Amount"), which request shall will be made by the Borrower giving written notice (making utilisations from the ------ "Subsequent Additional Commitment Notice") to the Lead Agent at least thirty --------------------------------------- (30) within five business days prior to the date that is the eighteenth month anniversary of the Closing Date (the "Syndication Expiration Date") setting forth such details with --------------------------- respect thereto as are reasonably requested by the Lead Agent (including, without limitation, the amount (the "Subsequent relevant Additional Commitment Amount"Date: (a) --------------------------------------- by which in priority to utilisations from Commitments under the Maximum Facility Amount is to be increased). Upon receipt of such request, the Lead Agent shall use its best efforts, with the assistance of the Borrower, to arrange a syndicate of Banks with Commitments (including the Initial Commitments), aggregating the Target Facility Amount on or before the Syndication Expiration Date. Notwithstanding anything to the contrary contained herein no Bank shall be obligated to increase the amount of its Commitment to an amount that is greater than such Bank's Initial Commitment.Facility; or (b) Subsequent Additional Commitments to effect a prepayment under the Facility to the existing Lenders (which amount may be redrawn by the Borrower), at the Borrower’s election, in each case to procure, as far as practicable, any New Commitment Rebalancing, following which all utilisations shall be offered made pro rata to the Banks party hereto as of the date of the Subsequent Additional Commitment Notice. Each Bank (each, an "Accepting Bank") that accepts such additional -------------- amount within fifteen (15) days after receipt of an offer from the Lead Agent therefor may increase its Commitment by a maximum amount (each, a "Commitment ---------- Increase") equal to the product of (x) the Subsequent Additional Commitment -------- Amount times (y) the percentage that such Bank's Initial Commitment bears to the Available Facility as of the Closing Date. If any Bank (each, a "Declining --------- Bank") shall not accept such additional amount within fifteen (15) days after ---- receipt of an offer therefor from the Lead Agent, (i) such Declining Bank's Commitment shall remain at an amount equal to its Initial Commitment and (ii) the Borrower may request (x) any Accepting Bank to further increase its Commitment by an amount equal to all or any portion of an aggregate amount equal to each Declining Bank's Commitment Increase or (y) the Lead Agent to submit a list of proposed bank syndicate members that are not party to this Agreement as of the date of such request to the Borrower for its review and approval (which approval shall not be unreasonably withheld or delayed) in order to obtain additional Commitments such that the Maximum Facility Amount is equal to the Target Facility Amount; provided, however, notwithstanding anything to the -------- ------- contrary contained herein, (i) no Bank shall be obligated to increase the amount of its Commitment to an amount that is greater than such Bank's Initial Commitment and (ii) the Banks shall not be obligated to increase the Maximum Facility Amount to an amount that is greater than the Maximum Facility Amount as of the Closing Date. From and after the Syndication Expiration Date, the Lead Agent shall have no further obligation to syndicate the Facility or to obtain or accept any additional Commitments. [THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]rata.

Additional Commitment. Subject to the terms and conditions set forth herein, the Borrower may at any time, but not more often than two (2) times during the term of this Agreement, request to add an additional revolving credit commitment (the "Additional Commitment") provided that (a) immediately prior to and after giving effect to such Additional Commitment (and the making of any loans pursuant thereto), no Event of Default or Potential Default has occurred or is continuing or shall result therefrom and (b) the Additional Commitments shall not exceed in the aggregate Two Hundred Million and 00/100 Dollars ($200,000,000.00). Any additional bank, financial institution, existing Lender or other Person that elects to extend commitments to provide the Additional Commitment shall be reasonably satisfactory to the Borrower and the Administrative Agent (any such bank, financial institution, existing Lender or other Person is an "Additional Lender") and shall have become a one time right Lender under this Agreement pursuant to request that the Lead Agent obtain additional Commitments an amendment (the "Subsequent Additional Commitments") so --------------------------------- that the Maximum Facility Amount is equal to an amount up to Three Hundred Seventy-Five Million Dollars ($375,000,000) (such amount, the "Target Facility --------------- Amount"), which request shall be made by the Borrower giving written notice (the ------ "Subsequent Additional Commitment NoticeAmendment") to the Lead Agent at least thirty --------------------------------------- (30) days prior this Agreement, giving effect to the date that is modifications permitted by this Section 3.3 [Additional Commitment], and, as appropriate, the eighteenth month anniversary other Loan Documents, executed by the Loan Parties, each Additional Lender, if any, and the Administrative Agent. Commitments in respect of the Closing Date Additional Commitment shall become Commitments under this Agreement after giving effect to such Additional Commitment Amendment. The Additional Commitment Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be reasonably necessary or appropriate, in the opinion of the Administrative Agent, to effect the provisions of this Section 3.3 [Additional Commitment], and shall be, to the extent not consistent with the then-existing Loan Documents, satisfactory to the Administrative Agent. The effectiveness of any Additional Commitment Amendment shall be subject to the satisfaction on the date thereof (the "Syndication Expiration Additional Commitment Closing Date") setting of each of the applicable conditions set forth such details with --------------------------- respect thereto in Section 7.2 [Each Additional Loan or Letter of Credit], and except as are otherwise specified in the Additional Commitment Amendment, the Administrative Agent shall have received legal opinions, board resolutions and secretary’s certificates reasonably requested by the Lead Administrative Agent (including, without limitation, and consistent with those delivered on the amount (Closing Date under Article 7 [Conditions of Lending and Issuance of Letters of Credit]. The proceeds of the "Subsequent Additional Commitment Amount") --------------------------------------- by which the Maximum Facility Amount is to may be increased). Upon receipt used in accordance with Section 2.8 [Use of such request, the Lead Agent shall use its best efforts, with the assistance of the Borrower, to arrange a syndicate of Banks with Commitments (including the Initial Commitments), aggregating the Target Facility Amount on or before the Syndication Expiration DateProceeds] but not for any purpose otherwise prohibited hereunder. Notwithstanding anything to the contrary contained herein in this Section 3.3 [Additional Commitment], no Bank existing Lender shall be obligated to increase the amount of its Commitment to an amount that is greater than such Bank's Initial Commitmentprovide Additional Commitments. (b) Subsequent Additional Commitments shall be offered pro rata to the Banks party hereto as of the date of the Subsequent Additional Commitment Notice. Each Bank (each, an "Accepting Bank") that accepts such additional -------------- amount within fifteen (15) days after receipt of an offer from the Lead Agent therefor may increase its Commitment by a maximum amount (each, a "Commitment ---------- Increase") equal to the product of (x) the Subsequent Additional Commitment -------- Amount times (y) the percentage that such Bank's Initial Commitment bears to the Available Facility as of the Closing Date. If any Bank (each, a "Declining --------- Bank") shall not accept such additional amount within fifteen (15) days after ---- receipt of an offer therefor from the Lead Agent, (i) such Declining Bank's Commitment shall remain at an amount equal to its Initial Commitment and (ii) the Borrower may request (x) any Accepting Bank to further increase its Commitment by an amount equal to all or any portion of an aggregate amount equal to each Declining Bank's Commitment Increase or (y) the Lead Agent to submit a list of proposed bank syndicate members that are not party to this Agreement as of the date of such request to the Borrower for its review and approval (which approval shall not be unreasonably withheld or delayed) in order to obtain additional Commitments such that the Maximum Facility Amount is equal to the Target Facility Amount; provided, however, notwithstanding anything to the -------- ------- contrary contained herein, (i) no Bank shall be obligated to increase the amount of its Commitment to an amount that is greater than such Bank's Initial Commitment and (ii) the Banks shall not be obligated to increase the Maximum Facility Amount to an amount that is greater than the Maximum Facility Amount as of the Closing Date. From and after the Syndication Expiration Date, the Lead Agent shall have no further obligation to syndicate the Facility or to obtain or accept any additional Commitments. [THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]

Additional Commitment. (A) The Original Borrower may notify the Facility Agent (such notice being an “Additional Commitment Notice”) that it has agreed with any Lender or any other bank or financial institution (in each case, an “Additional Lender”) to increase the Total Facility Amount by the provision of additional commitments under the Facility (each such increase in commitments being an “Additional Commitment”), provided that: (i) the Additional Commitment Notice is delivered at any time after the Effective Date, and prior to the expiry of the Availability Period; (ii) the increase is to take effect before the expiry of the Availability Period and the maximum aggregate amount of Additional Commitment (including all previous increases) does not exceed USD 500 million less any amount of IFC Commitment which has then been provided; (iii) no Event of Default is continuing or would arise as a result of the provision of the Additional Commitment; and (iv) the terms of the Additional Commitment shall, for all purposes of this Agreement, be treated pursuant to the terms of this Agreement in the same manner as the existing Commitments. (B) Each Additional Commitment Notice shall: (i) confirm that the requirements of clause 3.3(A) above are fulfilled; (ii) specify the date upon which the Additional Commitment is anticipated to be made available to the Borrowers (the “Additional Commitment Date”); and (iii) where the Additional Lender is IFC, include any further details that may be required by the Facility Agent (acting reasonably) pursuant to clause 3.4 (IFC as Additional Lender). (C) In the event that the Additional Lender is not a Party to this Agreement, the Original Borrower shall procure that each Additional Lender: (i) delivers a Lender Accession Notice duly completed and signed on behalf of the Additional Lender and specifying its Additional Commitment to the Facility Agent; and (ii) accedes to the Intercreditor Agreement in accordance with the terms of the Intercreditor Agreement, in each case, on or prior to the Additional Commitment Date. (D) Subject to the conditions in paragraph (B) and (C) above being met, from the relevant Additional Commitment Date: (i) the Additional Lender shall make available the relevant Additional Commitment for Utilisation under the Facility in accordance with the terms of this Agreement (as amended); (ii) the Additional Commitment shall rank pari passu with respect to existing Commitments; and (iii) any necessary rebalancing of the Commitments and outstandings under the Facility and the Additional Commitment provided by the Additional Lender to ensure that they are pro rata (the “New Commitment Rebalancing”) will be made by a Borrower making utilisations from the Additional Commitment within five business days of the relevant Additional Commitment Date: (a) Borrower shall have a one time right in priority to request that utilisations from Commitments under the Lead Agent obtain additional Commitments (the "Subsequent Additional Commitments") so --------------------------------- that the Maximum Facility Amount is equal to an amount up to Three Hundred Seventy-Five Million Dollars ($375,000,000) (such amount, the "Target Facility --------------- Amount"), which request shall be made by the Borrower giving written notice (the ------ "Subsequent Additional Commitment Notice") to the Lead Agent at least thirty --------------------------------------- (30) days prior to the date that is the eighteenth month anniversary of the Closing Date (the "Syndication Expiration Date") setting forth such details with --------------------------- respect thereto as are reasonably requested by the Lead Agent (including, without limitation, the amount (the "Subsequent Additional Commitment Amount") --------------------------------------- by which the Maximum Facility Amount is to be increased). Upon receipt of such request, the Lead Agent shall use its best efforts, with the assistance of the Borrower, to arrange a syndicate of Banks with Commitments (including the Initial Commitments), aggregating the Target Facility Amount on or before the Syndication Expiration Date. Notwithstanding anything to the contrary contained herein no Bank shall be obligated to increase the amount of its Commitment to an amount that is greater than such Bank's Initial Commitment.Facility; or (b) Subsequent Additional Commitments to effect a prepayment under the Facility to the existing Lenders (which amount may be redrawn by the Borrowers), at that Borrower’s election, in each case to procure, as far as practicable, any New Commitment Rebalancing, following which all utilisations shall be offered made pro rata to the Banks party hereto as of the date of the Subsequent rata. (E) Each Additional Commitment Notice. Each Bank (each, an "Accepting Bank") that accepts such additional -------------- amount within fifteen (15) days after receipt of an offer from the Lead Agent therefor Lender may increase its Commitment by only become a maximum amount (each, a "Commitment ---------- Increase") equal to the product of (x) the Subsequent Additional Commitment -------- Amount times (y) the percentage that such Bank's Initial Commitment bears to the Available Facility as of the Closing Date. If any Bank (each, a "Declining --------- Bank") shall not accept such additional amount within fifteen (15) days after ---- receipt of an offer therefor from the Lead Agent, (i) such Declining Bank's Commitment shall remain at an amount equal to its Initial Commitment and (ii) the Borrower may request (x) any Accepting Bank to further increase its Commitment by an amount equal to all or any portion of an aggregate amount equal to each Declining Bank's Commitment Increase or (y) the Lead Agent to submit a list of proposed bank syndicate members that are not party to this Agreement as (and be entitled to share in the Security created under the Security Documents in accordance with the terms of the date of Finance Documents) if such request Additional Lender simultaneously accedes to the Borrower for its review and approval (which approval shall not be unreasonably withheld or delayed) Intercreditor Agreement in order to obtain additional Commitments such that accordance with the Maximum Facility Amount is equal to the Target Facility Amount; provided, however, notwithstanding anything to the -------- ------- contrary contained herein, (i) no Bank shall be obligated to increase the amount of its Commitment to an amount that is greater than such Bank's Initial Commitment and (ii) the Banks shall not be obligated to increase the Maximum Facility Amount to an amount that is greater than the Maximum Facility Amount as terms of the Closing Date. From and after the Syndication Expiration Date, the Lead Agent shall have no further obligation to syndicate the Facility or to obtain or accept any additional Commitments. [THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]Intercreditor Agreement.

Additional Commitment. (aA) The Original Borrower shall have a one time right to request that may notify the Lead Facility Agent obtain additional Commitments (the "Subsequent Additional Commitments") so --------------------------------- that the Maximum Facility Amount is equal to an amount up to Three Hundred Seventy-Five Million Dollars ($375,000,000) (such amount, the "Target Facility --------------- Amount"), which request shall be made by the Borrower giving written notice (the ------ "Subsequent being an “Additional Commitment Notice"”) that it has agreed with any Lender or any other bank or financial institution (in each case, an “Additional Lender”) to increase the Lead Agent Total Facility Amount by the provision of additional commitments under the Facility (each such increase in commitments being an “Additional Commitment”), provided that: (i) the Additional Commitment Notice is delivered at least thirty --------------------------------------- (30) days any time after 22 February 2018, and prior to the date that is the eighteenth month anniversary expiry of the Closing Date (the "Syndication Expiration Date") setting forth such details with --------------------------- respect thereto as are reasonably requested by the Lead Agent (including, without limitation, the amount (the "Subsequent Additional Commitment Amount") --------------------------------------- by which the Maximum Facility Amount is to be increased). Upon receipt of such request, the Lead Agent shall use its best efforts, with the assistance of the Borrower, to arrange a syndicate of Banks with Commitments (including the Initial Commitments), aggregating the Target Facility Amount on or before the Syndication Expiration Date. Notwithstanding anything to the contrary contained herein no Bank shall be obligated to increase the amount of its Commitment to an amount that is greater than such Bank's Initial Commitment.Availability Period; (b) Subsequent Additional Commitments shall be offered pro rata to the Banks party hereto as of the date of the Subsequent Additional Commitment Notice. Each Bank (each, an "Accepting Bank") that accepts such additional -------------- amount within fifteen (15) days after receipt of an offer from the Lead Agent therefor may increase its Commitment by a maximum amount (each, a "Commitment ---------- Increase") equal to the product of (x) the Subsequent Additional Commitment -------- Amount times (y) the percentage that such Bank's Initial Commitment bears to the Available Facility as of the Closing Date. If any Bank (each, a "Declining --------- Bank") shall not accept such additional amount within fifteen (15) days after ---- receipt of an offer therefor from the Lead Agent, (i) such Declining Bank's Commitment shall remain at an amount equal to its Initial Commitment and (ii) the Borrower may request (x) any Accepting Bank increase is to further increase its Commitment by an amount equal to all or any portion take effect before the expiry of an the Availability Period and the maximum aggregate amount equal of Additional Commitments (including all previous increases pursuant to each Declining Bank's this Clause 3.3 after the 2024 Effective Date but not including any increase pursuant to Clause 3.6 (Upsizing of Commitment)) does not exceed USD 250 million less any amount of IFC Commitment Increase which has then been provided; (iii) no Event of Default is continuing or would arise as a result of the provision of the Additional Commitment; and (yiv) the Lead Agent terms of the Additional Commitment shall, for all purposes of this Agreement, be treated pursuant to submit a list the terms of proposed bank syndicate members that are not party to this Agreement in the same manner as of the date of such request to the Borrower for its review and approval existing Commitments. (which approval shall not be unreasonably withheld or delayedB) in order to obtain additional Commitments such that the Maximum Facility Amount is equal to the Target Facility Amount; provided, however, notwithstanding anything to the -------- ------- contrary contained herein, Each Additional Commitment Notice shall: (i) no Bank confirm that the requirements of paragraph (A) above are fulfilled; (ii) specify the date upon which the Additional Commitment is anticipated to be made available to the Borrowers (the “Additional Commitment Date”); and (iii) where the Additional Lender is IFC, include any further details that may be required by the Facility Agent (acting reasonably) pursuant to Clause 3.4 (IFC as Additional Lender). (C) In the event that the Additional Lender is not a Party to this Agreement, the Original Borrower shall be obligated to increase procure that each Additional Lender: (i) delivers a Lender Accession Notice duly completed and signed on behalf of the amount of Additional Lender and specifying its Additional Commitment to an amount that is greater than such Bank's Initial the Facility Agent; and (ii) accedes to the Intercreditor Agreement in accordance with the terms of the Intercreditor Agreement, in each case, on or prior to the Additional Commitment Date. (D) Subject to the conditions in paragraph (B) and (C) above being met, from the relevant Additional Commitment Date: (i) the Additional Lender shall make available the relevant Additional Commitment for Utilisation under the Facility in accordance with the terms of this Agreement (as amended); (ii) the Banks Additional Commitment shall not be obligated rank pari passu with respect to increase the Maximum Facility Amount to an amount that is greater than the Maximum Facility Amount as existing Commitments; and (iii) any necessary rebalancing of the Closing Date. From Commitments and after the Syndication Expiration Date, the Lead Agent shall have no further obligation to syndicate outstandings under the Facility or and the Additional Commitment provided by the Additional Lender to obtain or accept any additional Commitments. [THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]ensure that they are pro rata (the “New Commitment Rebalancing”) will be made by a Borrower making utilisations from the Additional Commitment within five (5) Business Days of the relevant Additional Commitment Date: