Common use of Amendment and Restatement Clause in Contracts

Amendment and Restatement. In connection with the amendment and restatement of the Existing Credit Agreement pursuant hereto, Borrower, Administrative Agent and the Lenders shall as of the Effective Date make adjustments to the outstanding principal amount of the “Revolving Credit Loans” under the Existing Credit Agreement (as such term is defined therein) (but not any interest accrued thereon prior to the Effective Date or any accrued commitment fees under the Existing Credit Agreement prior to the Effective Date), including the borrowing of additional Revolving Credit Loans hereunder and the repayment of “Revolving Credit Loans” under the Existing Credit Agreement (as such term is defined therein) plus all applicable accrued interest, fees and expenses as shall be necessary to provide for Revolving Credit Loans by each Lender in proportion to, and in any event not in excess of, the amount of its relevant Revolving Credit Commitment as of the Effective Date, but in no event shall such adjustment of any Eurodollar Loans entitle any Lender to any reimbursement under Section 2.16 hereof or Section 2.16 of the Existing Credit Agreement; provided that the foregoing is not intended to relieve Borrower for paying any such costs to lenders under the Existing Credit Agreement to the extent such lenders are not Lenders under this Agreement, and each Lender shall be deemed to have made an assignment of its outstanding Loans and commitments under the Existing Credit Agreement and assumed outstanding Loans and commitments of other Lenders under the Existing Credit Agreement as may be necessary to effect the foregoing. The parties hereto acknowledge and agree that (i) this Agreement, any promissory notes delivered pursuant this Agreement and the other Loan Documents executed and delivered in connection herewith do not constitute a novation or termination of the “Obligations” (as defined in the Existing Credit Agreement) under the Existing Credit Agreement as in effect prior to the Effective Date and (ii) such “Obligations” are in all respects continuing with only the terms thereof being modified as provided in this Agreement and the Obligations hereunder are in renewal and extension of the obligations and indebtedness under the Existing Credit Agreement. Notwithstanding the modifications effected by this Agreement of the representations, warranties and covenants of the Borrower contained in the Existing Credit Agreement, the Borrower acknowledges and agrees that any causes of action or other rights created in favor of the Administrative Agent, any Issuing Bank or any Lender, in each case, arising out of the representations and warranties of the Borrower contained in or delivered in connection with the Existing Credit Agreement shall survive the execution, delivery and effectiveness of this Agreement to the extent provided in the Existing Credit Agreement prior to the termination thereof. All indemnification obligations of the Borrower arising under the Existing Credit Agreement (including any arising from a breach of the representations thereunder) shall survive to the extent provided in the Existing Credit Agreement prior to the termination thereof. In addition, as of the Effective Date, each Letter of Credit outstanding under the Existing Credit Agreement shall be deemed to have been issued under this Agreement.

Amendment and Restatement. In connection with The Borrowers, the Administrative Agent and the Lenders hereby agree that upon the effectiveness of this Agreement, the terms and provisions of the Original Agreement shall be and hereby are amended and restated in their entirety by the terms and conditions of this Agreement and the terms and provisions of the Original Agreement, except as otherwise provided herein, shall be superseded by this Agreement. Notwithstanding the amendment and restatement of the Existing Credit Original Agreement pursuant heretoby this Agreement, Borrower, the Borrowers shall continue to be liable to the Administrative Agent and the Existing Lenders shall as with respect to agreements on the part of the Effective Date make adjustments to the outstanding principal amount Borrowers under Section 11.11 of the “Revolving Credit Loans” under Original Agreement to indemnify and hold harmless the Administrative Agent and the Existing Credit Agreement (as such term is defined therein) (but not any interest accrued thereon prior Lenders from and against all claims, demands, liabilities, damages, losses, costs, charges and expenses to which the Effective Date or any accrued commitment fees under Administrative Agent and the Existing Credit Lenders may be subject arising in connection with the Original Agreement. This Agreement prior to the Effective Date), including the borrowing of additional Revolving Credit Loans hereunder and the repayment of “Revolving Credit Loans” under the Existing Credit Agreement (is given as such term is defined therein) plus all applicable accrued interest, fees and expenses as shall be necessary to provide for Revolving Credit Loans by each Lender in proportion toa substitution of, and in any event not in excess as a payment of, the amount obligations of its relevant Revolving Credit Commitment as of Borrowers under the Effective Date, but in no event shall such adjustment of any Eurodollar Loans entitle any Lender to any reimbursement under Section 2.16 hereof or Section 2.16 of the Existing Credit Agreement; provided that the foregoing Original Agreement and is not intended to relieve Borrower for paying any such costs constitute a novation of the Original Agreement. Except as otherwise selected by the Borrowers by delivery of a Borrowing Notice or interest rate selection notice prior to lenders the Closing Date in accordance with the terms hereof, upon the effectiveness of this Agreement all amounts outstanding and owing by Borrowers under the Existing Credit Original Agreement as of the Closing Date, as determined by the Lenders, shall constitute Advances hereunder accruing interest with respect to the extent such lenders are not Lenders Base Rate Loans under this the Original Agreement, and each Lender at the Base Rate hereunder. The Borrowers shall be deemed furnish to have made an assignment of its outstanding the Administrative Agent a notice pursuant to Section 2.11 for existing Loans and commitments under the Existing Credit Agreement and assumed outstanding Borrowing Notices for additional Loans and commitments of other Lenders under the Existing Credit Agreement as may be necessary to effect the foregoing. The parties hereto acknowledge and agree that (i) this Agreement, any promissory notes delivered pursuant this Agreement and the other Loan Documents executed and delivered in connection herewith do not constitute a novation or termination of the “Obligations” (as defined in the Existing Credit Agreement) under the Existing Credit Agreement as in effect prior to the Effective Date and (ii) such “Obligations” are in all respects continuing with only the terms thereof being modified as provided in this Agreement and the Obligations hereunder are in renewal and extension of the obligations and indebtedness under the Existing Credit Agreement. Notwithstanding the modifications effected by this Agreement of the representations, warranties and covenants of the Borrower contained in the Existing Credit Agreement, the Borrower acknowledges and agrees that any causes of action or other rights created in favor of the Administrative Agent, any Issuing Bank or any Lender, in each case, arising out of the representations and warranties of the Borrower contained in or delivered required in connection with the Existing Credit allocation of Loans among Lenders in accordance with their Applicable Commitment Percentages. This Agreement shall survive become effective upon the execution, delivery and effectiveness of this Agreement to the extent provided in the Existing Credit Agreement prior to the termination thereof. All indemnification obligations execution of the Borrower arising under Agreement by the Existing Credit Agreement (including any arising from a breach Borrowers, the Agent and the Required Lenders and the satisfaction of the representations thereunder) shall survive to the extent provided conditions set forth in the Existing Credit Agreement prior to the termination thereof. In addition, as of the Effective Date, each Letter of Credit outstanding under the Existing Credit Agreement shall be deemed to have been issued under this AgreementSection 5.01.

Amendment and Restatement. In connection with The Borrower, the amendment Banks and restatement the Administrative Agent agree that, upon (i) the execution and delivery of this Agreement by each of the parties hereto and (ii) satisfaction (or waiver by the aforementioned parties) of the conditions precedent set forth in Sections 6.1 and 6.2, the terms and provisions of the Existing Credit Agreement pursuant hereto, Borrower, Administrative Agent and the Lenders shall as of the Effective Date make adjustments to the outstanding principal amount of the “Revolving Credit Loans” under the Existing Credit Agreement (as such term is defined therein) (but not any interest accrued thereon prior to the Effective Date or any accrued commitment fees under the Existing Credit Agreement prior to the Effective Date), including the borrowing of additional Revolving Credit Loans hereunder and the repayment of “Revolving Credit Loans” under the Existing Credit Agreement (as such term is defined therein) plus all applicable accrued interest, fees and expenses as shall be necessary to provide for Revolving Credit Loans and hereby are amended, superseded and restated in their entirety by each Lender in proportion to, the terms and in any event not in excess of, the amount provisions of its relevant Revolving Credit Commitment as of the Effective Date, but in no event shall such adjustment of any Eurodollar Loans entitle any Lender to any reimbursement under Section 2.16 hereof or Section 2.16 of the Existing Credit this Agreement; provided that the foregoing . This Agreement is not intended to relieve Borrower for paying any such costs to lenders under and shall not constitute a novation, payment and reborrowing or termination of the Existing Credit Agreement to the extent such lenders are not Lenders under this Agreement, and each Lender shall be deemed to have made an assignment of its outstanding Loans and commitments Obligations under the Existing Credit Agreement and assumed outstanding Loans and commitments the other Credit Documents as in effect prior to the date hereof or the Indebtedness created thereunder. The commitment of other Lenders under each Bank that is a party to the Existing Credit Agreement as may shall, on the date hereof, automatically be necessary to effect deemed amended and the only commitments shall be those hereunder. Without limiting the foregoing. The parties hereto acknowledge and agree that , upon the effectiveness hereof: (ia) this Agreement, any promissory notes delivered pursuant this Agreement and the other Loan Documents executed and delivered all references in connection herewith do not constitute a novation or termination of the “ObligationsCredit Documents” (as defined in the Existing Credit Agreement) to the “Credit Agreement” and the “Credit Documents” shall be deemed to refer to this Agreement and the Credit Documents, (b) all obligations constituting “Obligations” under the Existing Credit Agreement with any Bank or any Affiliate of any Bank which are outstanding on the date hereof shall continue as Obligations under this Agreement and the other Credit Documents and (c) the Administrative Agent shall make such reallocations, sales, assignments or other relevant actions in respect of each Bank’s credit and loan exposure under the Existing Credit Agreement as are necessary in effect prior order that Obligations in respect of Loans, Letters of Credit, interest and fees due and payable to a Bank hereunder reflect such Bank’s Commitments on the Effective Date and (ii) such “Obligations” are in all respects continuing with only the terms thereof being modified as provided in this Agreement date hereof, and the Obligations hereunder are in renewal Borrower hereby agrees to compensate each Bank for any and extension of the obligations all losses, costs and indebtedness under the Existing Credit Agreement. Notwithstanding the modifications effected expenses incurred by this Agreement of the representations, warranties and covenants of the Borrower contained in the Existing Credit Agreement, the Borrower acknowledges and agrees that any causes of action or other rights created in favor of the Administrative Agent, any Issuing such Bank or any Lender, in each case, arising out of the representations and warranties of the Borrower contained in or delivered in connection with the Existing Credit Agreement shall survive sale and assignment of any Eurodollar Loan on the execution, delivery terms and effectiveness of this Agreement to the extent provided in the Existing Credit Agreement prior to the termination thereof. All indemnification obligations of the Borrower arising under the Existing Credit Agreement (including any arising from a breach of the representations thereunder) shall survive to the extent provided manner set forth in the Existing Credit Agreement prior to the termination thereof. In addition, as of the Effective Date, each Letter of Credit outstanding under the Existing Credit Agreement shall be deemed to have been issued under this AgreementSection 2.11 hereof.

Amendment and Restatement. In connection with On the amendment Restatement Date, the Existing Repurchase Agreement shall be amended and restatement restated in its entirety by this Agreement and (a) all references to the Existing Repurchase Agreement in any Transaction Document other than this Agreement (including in any amendment, waiver or consent) shall be deemed to refer to the Existing Repurchase Agreement as amended and restated hereby, (b) all references to any section (or subsection) of the Existing Credit Repurchase Agreement pursuant heretoin any Transaction Document (but not herein) shall be amended to be, Borrowermutatis mutandis, Administrative Agent references to the corresponding provisions of this Agreement and (c) except as the Lenders context otherwise provides, all references to this Agreement in the Existing Repurchase Agreement (including for purposes of indemnification and reimbursement of fees) shall be deemed to be references to the Existing Repurchase Agreement as amended and restated hereby. This Agreement is not intended to constitute, and does not constitute, a novation of the obligations and liabilities under the Existing Repurchase Agreement (including the “Repurchase Obligations” under and as defined therein) or to evidence payment of all or any portion of such obligations and liabilities. On and after the Restatement Date, (a) the Existing Repurchase Agreement shall be of no further force and effect except as amended and restated hereby and except to evidence (i) the incurrence by Seller of the “Repurchase Obligations” under and as defined therein (whether or not any of such “Repurchase Obligations” is contingent as of the Effective Date make adjustments to Restatement Date), (ii) the outstanding principal amount of the “Revolving Credit Loans” under the Existing Credit Agreement (as such term is defined therein) (but not any interest accrued thereon representations and warranties made thereunder by Seller prior to the Effective Restatement Date (other than the Citi Asset Representations made by Seller therein with respect to the Initial Transaction Asset) and (iii) any action or any accrued commitment fees under omission performed or required to be performed pursuant to the Existing Credit Repurchase Agreement prior to the Effective Date)Restatement Date (including any failure, including the borrowing of additional Revolving Credit Loans hereunder and the repayment of “Revolving Credit Loans” under the Existing Credit Agreement (as such term is defined therein) plus all applicable accrued interest, fees and expenses as shall be necessary to provide for Revolving Credit Loans by each Lender in proportion to, and in any event not in excess of, the amount of its relevant Revolving Credit Commitment as of the Effective Date, but in no event shall such adjustment of any Eurodollar Loans entitle any Lender to any reimbursement under Section 2.16 hereof or Section 2.16 of the Existing Credit Agreement; provided that the foregoing is not intended to relieve Borrower for paying any such costs to lenders under the Existing Credit Agreement to the extent such lenders are not Lenders under this Agreement, and each Lender shall be deemed to have made an assignment of its outstanding Loans and commitments under the Existing Credit Agreement and assumed outstanding Loans and commitments of other Lenders under the Existing Credit Agreement as may be necessary to effect the foregoing. The parties hereto acknowledge and agree that (i) this Agreement, any promissory notes delivered pursuant this Agreement and the other Loan Documents executed and delivered in connection herewith do not constitute a novation or termination of the “Obligations” (as defined in the Existing Credit Agreement) under the Existing Credit Agreement as in effect prior to the Effective Date and (ii) such “Obligations” are in all respects continuing Restatement Date, to comply with only the terms thereof being modified as provided in this Agreement and the Obligations hereunder are in renewal and extension of the obligations and indebtedness under the Existing Credit Agreement. Notwithstanding the modifications effected by this Agreement of the representations, warranties and covenants of the Borrower contained in the Existing Credit Repurchase Agreement, ) and (b) the Borrower acknowledges terms and agrees that any causes of action or other rights created in favor of the Administrative Agent, any Issuing Bank or any Lender, in each case, arising out of the representations and warranties of the Borrower contained in or delivered in connection with the Existing Credit Agreement shall survive the execution, delivery and effectiveness conditions of this Agreement and rights and remedies under the Transaction Documents, shall apply to the extent provided in the Existing Credit Agreement prior to the termination thereof. All indemnification obligations of the Borrower arising all Repurchase Obligations incurred under the Existing Credit Agreement (including any arising from a breach of Repurchase Agreement. Until the representations thereunder) shall survive to the extent provided in Restatement Date, the Existing Credit Agreement prior to the termination thereof. In addition, as of the Effective Date, each Letter of Credit outstanding under the Existing Credit Repurchase Agreement shall be deemed to have been issued under this Agreementremain in full force and effect, in accordance with its terms.

Amendment and Restatement. In connection with The parties hereto agree that, on the amendment and restatement of Closing Date, the following transactions shall be deemed to occur automatically, without further action by any party hereto: (a) the Existing Credit Agreement shall be deemed to be amended and restated in its entirety pursuant hereto, Borrower, Administrative Agent and the Lenders shall as of the Effective Date make adjustments to the outstanding principal amount of the “Revolving this Credit Loans” Agreement; (b) all Obligations under the Existing Credit Agreement (as such term is defined therein) (but not any interest accrued thereon prior to outstanding on the Effective Closing Date or any accrued commitment fees under the Existing Credit Agreement prior to the Effective Date), including the borrowing of additional Revolving Credit Loans hereunder shall in all respects be continuing and the repayment of “Revolving Credit Loans” under the Existing Credit Agreement (as such term is defined therein) plus all applicable accrued interest, fees and expenses as shall be necessary to provide for Revolving Credit Loans by each Lender in proportion to, and in any event not in excess of, the amount of its relevant Revolving Credit Commitment as of the Effective Date, but in no event shall such adjustment of any Eurodollar Loans entitle any Lender to any reimbursement under Section 2.16 hereof or Section 2.16 of the Existing Credit Agreement; provided that the foregoing is not intended to relieve Borrower for paying any such costs to lenders under the Existing Credit Agreement to the extent such lenders are not Lenders under this Agreement, and each Lender shall be deemed to have made an assignment of its Obligations outstanding Loans and commitments under hereunder; (c) the Existing Credit Agreement and assumed outstanding Loans and commitments of other Lenders under the Existing Credit Agreement as may be necessary to effect the foregoing. The parties hereto acknowledge and agree that (i) this Agreement, any promissory notes delivered pursuant this Agreement and the other Loan Documents executed and delivered in connection herewith do not constitute a novation or termination Guaranty Obligations of the “Obligations” (as defined Guarantors in favor the Existing Credit Agreement) under the Existing Credit Administrative Agent, each Lender, each Affiliate of a Lender that enters into a Hedge Agreement as in effect prior to the Effective Date or a Treasury Management Agreement with either Borrower or any Subsidiary, and (ii) such “Obligations” are in all respects continuing with only the terms thereof being modified as provided in this Agreement and each other holder of the Obligations hereunder are in renewal and extension of the obligations and indebtedness under the Existing Credit Agreement. Notwithstanding the modifications effected by this Agreement of the representations, warranties and covenants of the Borrower contained in pursuant to the Existing Credit Agreement, the Borrower acknowledges shall remain in full force and agrees that any causes of action or other rights created in favor of the Administrative Agent, any Issuing Bank or any Lender, in each case, arising out of the representations and warranties of the Borrower contained in or delivered in connection effect with the Existing Credit Agreement shall survive the execution, delivery and effectiveness of this Agreement respect to the extent provided in the Existing Credit Agreement prior to the termination thereof. All indemnification obligations of the Borrower arising under the Existing Credit Agreement Obligations and are hereby reaffirmed; (including any arising from a breach of the representations thereunderd) shall survive to the extent provided in the Existing Credit Agreement prior to the termination thereof. In addition, as of the Effective Date, each Letter all Letters of Credit outstanding under the Existing Credit Agreement on the Closing Date shall be deemed to have been issued be Letters of Credit outstanding on the Closing Date under this Credit Agreement; and (e) all references in the other Credit Documents to the Existing Credit Agreement shall be deemed to refer without further amendment to this Credit Agreement. The parties hereto further acknowledge and agree that this Credit Agreement constitutes an amendment to the Existing Credit Agreement made under and in accordance with the terms of Section 11.6 of the Existing Credit Agreement. Each of the parties hereto has caused a counterpart of this Credit Agreement to be duly executed and delivered as of the date first above written. BORROWERS: SPEEDWAY MOTORSPORTS, INC., a Delaware corporation By: /s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: Vice Chairman and Chief Financial Officer SPEEDWAY FUNDING, LLC, a Delaware limited liability company By: /s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: President SPEEDWAY MOTORSPORTS, INC. AMENDED AND RESTATED CREDIT AGREEMENT GUARANTORS: ATLANTA MOTOR SPEEDWAY, LLC, a Georgia limited liability company BRISTOL MOTOR SPEEDWAY, LLC, a Tennessee limited liability company CHARLOTTE MOTOR SPEEDWAY, LLC, a North Carolina limited liability company INEX CORP., a North Carolina corporation KENTUCKY RACEWAY, LLC a Kentucky limited liability company LAS VEGAS MOTOR SPEEDWAY, LLC, a Delaware limited liability company NEVADA SPEEDWAY, LLC, a Delaware limited liability company NEW HAMPSHIRE MOTOR SPEEDWAY, INC., a New Hampshire corporation SMI SYSTEMS, LLC a Nevada limited liability company SMI TRACKSIDE, LLC, a North Carolina limited liability company SMISC HOLDINGS, INC., a North Carolina corporation SPEEDWAY MEDIA, LLC, a North Carolina limited liability company SPEEDWAY PROPERTIES COMPANY, LLC, a Delaware limited liability company SPEEDWAY SONOMA, LLC, a Delaware limited liability company TEXAS MOTOR SPEEDWAY, INC., a Texas corporation U.S. LEGEND CARS INTERNATIONAL, INC., a North Carolina corporation By: /s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: Authorized Signatory TSI MANAGEMENT COMPANY, LLC, a North Carolina limited liability company By: SMISC Holdings, Inc., Manager By: /s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: Executive Vice President SPEEDWAY MOTORSPORTS, INC. AMENDED AND RESTATED CREDIT AGREEMENT ADMINISTRATIVE AGENT: BANK OF AMERICA, N.A., in its capacity as the Administrative Agent By: /s/ Xxxxxxxx X. Manduk Name: Xxxxxxxx X. Manduk Title: Assistant Vice President LENDERS: BANK OF AMERICA, N.A., in its capacity as a Lender, Swingline Lender and Issuing Lender By: /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Director XXXXX FARGO BANK, NATIONAL ASSOCIATION By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Senior Vice President JPMORGAN CHASE BANK, N.A. By: /s/ Xxxx X. Xxxxxx Name: Xxxx X. Xxxxxx Title: Vice President SUNTRUST BANK By: /s/ Xxxxx Xxx Name: Xxxxx Xxx Title: Managing Director U.S. BANK, NATIONAL ASSOCIATION By: /s/ Xxxxxx X. Xxxxxx Name: Xxxxxx X. Xxxxxx Title: Vice President REGIONS BANK By: /s/ Xxxxxxx XxXxxxx Name: Xxxxxxx XxXxxxx Title: Senior Vice President TD BANK, N.A. By: /s/ Xxxxxxxx X. Xxxxx Name: Xxxxxxxx X. Xxxxx Title: Managing Director SPEEDWAY MOTORSPORTS, INC. AMENDED AND RESTATED CREDIT AGREEMENT RBC BANK (USA) By: /s/ Xxxxxx X. Xxxxxx Name: Xxxxxx X. Xxxxxx Title: Senior Relationship Manager COMERICA BANK By: /s/ Xxxxxxx Xxxxxxxxxx Name: Xxxxxxx Xxxxxxxxxx Title: Vice President BANK OF THE WEST By: /s/ Xxxxxx Xxxxxx Name: Xxxxxx Xxxxxx Title: Vice President FIRST TENNESSEE BANK By: /s/ Xxx Xxxxxx Xxxxx Name: Xxx Xxxxxx Xxxxx Title: Vice President ROYAL BANK OF CANADA By: /s/ Xxx Xxxxxxx Name: Xxx Xxxxxxx Title: Authorized Signatory SPEEDWAY MOTORSPORTS, INC.

Amendment and Restatement. In connection with the amendment This Agreement amends and restatement of restates the Existing Credit Agreement pursuant hereto, Borrower, Administrative Agent and in its entirety. Each Borrower hereby agrees that (a) the Lenders shall as of the Effective Date make adjustments to the Indebtedness outstanding principal amount of the “Revolving Credit Loans” under the Existing Credit Agreement (as such term is defined therein) (but not any interest accrued thereon prior to the Effective Date or any accrued commitment fees under the Existing Credit Agreement prior to the Effective Date), including the borrowing of additional Revolving Credit Loans hereunder and the repayment of “Revolving Credit Loans” under the Existing Credit Agreement (as such term is defined therein) plus all applicable accrued interest, fees and expenses as shall be necessary to provide for Revolving Credit Loans by each Lender in proportion to, and in any event not in excess of, the amount of its relevant Revolving Credit Commitment as of the Effective Date, but in no event shall such adjustment of any Eurodollar Loans entitle any Lender to any reimbursement under Section 2.16 hereof or Section 2.16 of the Existing Credit Agreement; provided that the foregoing is not intended to relieve Borrower for paying any such costs to lenders under the Existing Credit Agreement to the extent such lenders are not Lenders under this Agreement, and each Lender shall be deemed to have made an assignment of its outstanding Loans and commitments under the Existing Credit Agreement and assumed outstanding Loans and commitments of other Lenders under the Existing Credit Agreement as may be necessary to effect the foregoing. The parties hereto acknowledge and agree that (i) this Agreement, any promissory notes delivered pursuant this Agreement and the other Loan Documents executed and delivered in connection herewith do not constitute a novation or termination of the “Obligations” (as defined in the Existing Credit Agreement) under the Existing Credit Agreement as in effect prior to the Effective Date and (ii) such “Obligations” are in all respects continuing ; together with only the terms thereof being modified as provided in this Agreement and the Obligations hereunder are in renewal and extension of the obligations and indebtedness under the Existing Credit Agreement. Notwithstanding the modifications effected by this Agreement of the representations, warranties and covenants of the Borrower contained in the Existing Credit Agreement, the “Existing Credit Documents”) and all accrued and unpaid interest thereon and (b) all accrued and unpaid fees under the Existing Credit Documents, shall be deemed to be outstanding under and governed by this Agreement. Each Borrower acknowledges hereby acknowledges, warrants, represents and agrees that any causes of action this Agreement is not intended to be, and shall not be deemed or other rights created in favor construed to be, a novation or release of the Administrative AgentExisting Credit Documents. Each Lender which is a Lender under the Existing Credit Documents hereby waives any requirements for notice of prepayment, any Issuing Bank or any Lender, in each case, arising out minimum amounts of prepayments of the representations and warranties loans thereunder, ratable reductions of the Borrower contained commitments of Lenders under the Existing Credit Documents and ratable payments on account of the principal or interest of any loan under the Existing Credit Documents to the extent that any such prepayment, reductions or payments are required to ensure that, upon the effectiveness of this Agreement, the loans of the Lenders shall be outstanding on a ratable basis in or delivered accordance with their respective Applicable Percentage. Each Lender hereby authorizes the Administrative Agent and the Borrowers to request Borrowings from Lenders, to make prepayment of the loans under the Existing Credit Documents and to reduce the commitments under the Existing Credit Documents among Lenders in order to ensure that, upon the effectiveness of this Agreement, the loans of Lenders shall be outstanding on a ratable basis in accordance with their respective Applicable Percentage. The parties hereto confirm, ratify and reaffirm each of the Existing Credit Documents entered into prior to the Effective Date (but excluding the Existing Credit Agreement) and agree that such Existing Credit Documents continue to be legal, valid, binding and enforceable in accordance with their terms (except to the extent, amended, restated and superseded in connection with the Existing Credit Agreement shall survive the executiontransactions contemplated hereby). The Borrowers, delivery jointly and effectiveness of this Agreement to the extent provided in the Existing Credit Agreement prior to the termination thereof. All indemnification obligations of the Borrower arising under the Existing Credit Agreement (including any arising from a breach of the representations thereunder) shall survive to the extent provided in the Existing Credit Agreement prior to the termination thereof. In additionseverally, represent and warrant that, as of the Effective Date, each Letter there are no claims or offsets against, or defenses or counterclaims to, their obligations (or the obligations of Credit outstanding any Guarantor) under the Existing Credit Agreement shall be deemed to have been issued under this Agreement.or any other Existing Credit Documents. Schedule 6.13(j) Excluded Property

Amendment and Restatement. In connection with the The parties hereto have agreed that this Agreement is an amendment and restatement of the Existing Credit Agreement in its entirety, and the execution of this Agreement does not indicate a payment, satisfaction, novation, or discharge thereof. All security and support for the indebtedness under the Existing Credit Agreement continues to secure and support the Obligations hereunder. The outstanding commitments under the Existing Credit Agreement have been assigned, renewed, extended, modified, and rearranged as Commitments under and pursuant heretoto the terms of this Agreement. Certain of the Lenders (as Lenders under the Existing Credit Agreement) have agreed among themselves, in consultation with the Borrower and the Administrative Agent, to adjust their respective Commitments and to terminate the commitments of certain lenders under the Existing Credit Agreement who will not become a Lender hereunder (each an “Exiting Lender”). The Administrative Agent, the Lenders, and the Borrower, Administrative Agent and each Exiting Lender (by receipt of the payment in full of the Loans as defined in, and owing to it under, the Existing Credit Agreement and under a separate exiting agreement executed by such Exiting Lender) consented to such reallocation and each Exiting Lender’s adjustment of, and each Exiting Lender’s assignment of, an interest in the commitments and the Exiting Lenders’ assignments of their respective commitments. On the Effective Date, and after giving effect to such reallocations, adjustments, assignments and decreases, the Commitments of each Lender shall be as set forth on Schedule 2.01. The Lenders shall as make all appropriate adjustments and payments between and among themselves to account for the revised pro rata shares resulting from the initial allocation of the Effective Date make adjustments Lenders’ commitments under the Existing Credit Agreement to the outstanding principal amount of the under this Agreement. The Borrower and each Lender party hereto that was a “Revolving Credit LoansLender” under the Existing Credit Agreement (as such term hereby agrees and this Section 9.24 and any exiting agreement executed by an Exiting Lender that is defined therein) (but not any interest accrued thereon prior acceptable to the Effective Date or any accrued commitment fees under the Existing Credit Agreement prior to the Effective Date), including the borrowing of additional Revolving Credit Loans hereunder and the repayment of “Revolving Credit Loans” under the Existing Credit Agreement (as such term is defined therein) plus all applicable accrued interest, fees and expenses as shall be necessary to provide for Revolving Credit Loans by each Lender in proportion to, and in any event not in excess of, the amount of its relevant Revolving Credit Commitment as of the Effective Date, but in no event shall such adjustment of any Eurodollar Loans entitle any Lender to any reimbursement under Section 2.16 hereof or Section 2.16 of the Existing Credit Agreement; provided that the foregoing is not intended to relieve Borrower for paying any such costs to lenders under the Existing Credit Agreement to the extent such lenders are not Lenders under this Agreement, and each Lender Administrative Agent shall be deemed to have made an approved assignment of its outstanding Loans and commitments under the Existing Credit Agreement and assumed outstanding Loans and commitments of other Lenders under the Existing Credit Agreement forms as may be necessary to effect the foregoing. The parties hereto acknowledge and agree that (i) this Agreement, any promissory notes delivered pursuant this Agreement and the other Loan Documents executed and delivered in connection herewith do not constitute a novation or termination of the “Obligations” (as defined in the Existing Credit Agreement) under the Existing Credit Agreement as in effect prior to the Effective Date and (ii) such “Obligations” are in all respects continuing with only the terms thereof being modified as provided in this Agreement and the Obligations hereunder are in renewal and extension of the obligations and indebtedness required under the Existing Credit Agreement. Notwithstanding the modifications effected by this Agreement of the representations, warranties and covenants of the Borrower contained in the Existing Credit Agreement, the Borrower acknowledges and agrees that any causes of action or other rights created in favor of the Administrative Agent, any Issuing Bank or any Lender, in each case, arising out of the representations and warranties of the Borrower contained in or delivered in connection with the Existing Credit Agreement shall survive the execution, delivery and effectiveness of this Agreement to the extent provided in the Existing Credit Agreement prior to the termination thereof. All indemnification obligations of the Borrower arising under the Existing Credit Agreement (including any arising from a breach of the representations thereunder) shall survive to the extent provided in the Existing Credit Agreement prior to the termination thereof. In addition, as of the Effective Date, each Letter of Credit outstanding under the Existing Credit Agreement shall be deemed to have been issued under this Agreement.

Amendment and Restatement. In connection with This Agreement amends and restates the amendment and restatement provisions of the Existing Credit Agreement Parent GCA that relate to the granting of a security interest or the provision of Collateral, which agreement was assigned to the Collateral Agent pursuant heretoto that certain Master Reaffirmation and Assignment and Assumption of Liens and Security Interests, Borrower, Administrative Agent and the Lenders shall dated as of the Effective Date make adjustments to date hereof, by and among the outstanding principal amount of Borrower, the “Revolving Credit Loans” under other Existing Grantors party thereto, the Existing Credit Agreement (Grantor, Xxxxx Fargo Bank, N.A., as such term is defined therein) (but not any interest accrued thereon prior to the Effective Date or any accrued commitment fees under the Existing Credit Agreement prior to the Effective Date)administrative agent, including the borrowing of additional Revolving Credit Loans hereunder UMB Bank, N.A., as trustee and the repayment of “Revolving Credit Loans” under the Existing Credit Collateral Agent. This Agreement (as such term is defined therein) plus renews, continues and extends all applicable accrued interest, fees and expenses as shall be necessary to provide for Revolving Credit Loans security interests granted by each Lender in proportion to, and in any event not in excess of, the amount of its relevant Revolving Credit Commitment as of the Effective Date, but in no event shall such adjustment of any Eurodollar Loans entitle any Lender to any reimbursement under Section 2.16 hereof or Section 2.16 Grantor which are existing by virtue of the Existing Credit Agreement; provided Parent GCA, but the terms, provisions and conditions of such security interests shall hereafter be governed in all respects by this Agreement and any amendments, amendments and restatements, supplements or other modifications hereto. Notwithstanding the fact that the foregoing is not intended Collateral described in and subject to relieve Borrower for paying any such costs to lenders under the Existing Credit Agreement Parent GCA is subject to the extent such lenders are not Lenders under security interests existing by virtue of this Agreement, this Agreement does not, and each Lender shall not be deemed to have made an assignment construed to, release, novate, discharge, extinguish or diminish, in any way, the security interests granted by Grantor existing by virtue of its outstanding Loans and commitments under the Existing Credit Parent GCA, or the priority thereof. The execution and delivery of this Agreement and assumed outstanding Loans and commitments shall not effect a novation of other Lenders under the Existing Credit Agreement as may be necessary to effect Parent GCA, or the foregoing. The parties hereto acknowledge obligations and agree that (i) this Agreementliabilities thereunder, any promissory notes delivered pursuant this Agreement and the other Loan Documents executed and delivered in connection herewith do shall not constitute a novation evidence repayment or termination of the “Obligations” (as defined in obligations and liabilities of the Existing Credit Agreement) Grantor under the Existing Credit Agreement as in effect prior Parent GCA. The Grantor hereby acknowledges, agrees to comply with and agrees to take any actions reasonably requested by the Effective Date and (ii) such “Obligations” are in all respects continuing with only Collateral Agent to facilitate the terms thereof being modified as provided occurrence of the actions contemplated in this Agreement and the Obligations hereunder are in renewal and extension of the obligations and indebtedness under the Existing Credit Agreement. Notwithstanding the modifications effected by this Agreement of the representations, warranties and covenants of the Borrower contained in the Existing Credit Agreement, the Borrower acknowledges and agrees that any causes of action or other rights created in favor of the Administrative Agent, any Issuing Bank or any Lender, in each case, arising out of the representations and warranties of the Borrower contained in or delivered in connection with the Existing Credit Agreement shall survive the execution, delivery and effectiveness of this Agreement to the extent provided in the Existing Credit Agreement prior to the termination thereof. All indemnification obligations of the Borrower arising under the Existing Credit Agreement (including any arising from a breach of the representations thereunder) shall survive to the extent provided in the Existing Credit Agreement prior to the termination thereof. In addition, as of the Effective Date, each Letter of Credit outstanding under the Existing Credit Agreement shall be deemed to have been issued under this AgreementSection 10.16.

Amendment and Restatement. In connection with The terms, conditions, agreements, covenants, representations and warranties set forth in the amendment Existing Security Agreement, in the Existing Guaranty, and restatement in the Existing Pledge Agreement, respectively, are simultaneously hereby amended and restated in their entirety, and as so amended and restated, replaced and superseded by the terms, conditions agreements, covenants, representations and warranties set forth in this Agreement. As of the effective date of this Agreement, neither Parent nor the Agent and Lenders shall be subject to or bound by any of the terms of the Existing Credit Security Agreement pursuant heretoor the Existing Guaranty, Borrower, Administrative and neither Holdings nor the Agent and the Lenders shall as be subject to or bound by any of the Effective Date make adjustments to the outstanding principal amount of the “Revolving Credit Loans” under the Existing Credit Agreement (as such term is defined therein) (but not any interest accrued thereon prior to the Effective Date or any accrued commitment fees under the Existing Credit Agreement prior to the Effective Date), including the borrowing of additional Revolving Credit Loans hereunder and the repayment of “Revolving Credit Loans” under the Existing Credit Agreement (as such term is defined therein) plus all applicable accrued interest, fees and expenses as shall be necessary to provide for Revolving Credit Loans by each Lender in proportion to, and in any event not in excess of, the amount of its relevant Revolving Credit Commitment as of the Effective Date, but in no event shall such adjustment of any Eurodollar Loans entitle any Lender to any reimbursement under Section 2.16 hereof or Section 2.16 terms of the Existing Credit Pledge Agreement; provided that , and Parent, Holdings, Agent and Lenders shall only be subject to or bound by the foregoing is not intended to relieve Borrower for paying any such costs to lenders under the Existing Credit Agreement to the extent such lenders are not Lenders under terms and provisions of this Agreement, and each Lender shall be deemed to have made an assignment of its outstanding Loans and commitments under the Existing Credit Agreement and assumed outstanding Loans and commitments of other Lenders under the Existing Credit Agreement as may be necessary to effect the foregoing. The parties hereto acknowledge and agree that (i) this Agreementexcept that, any promissory notes delivered pursuant this Agreement and nothing herein or in the other Loan Documents executed and delivered shall, in connection herewith do not any manner, be construed to constitute payment of, or impair, limit, cancel or extinguish, or constitute a novation or termination in respect of any of the “Secured Obligations” existing under (and as defined in in) the Existing Credit AgreementSecurity Agreement or the “Pledgor Obligations” existing under (and as defined in) the Existing Pledge Agreement (such Secured Obligations and Pledgor Obligations being collectively referred to herein as the “Existing Secured Obligations”), the “Indebtedness” existing under (and as defined in) the Existing Guaranty (the “Existing Guaranteed Obligations”) or any other obligations, liabilities and indebtedness of Parent evidenced by or arising under the Existing Credit Security Agreement as in effect prior to or the Effective Date and (ii) such “Obligations” are in all respects continuing with only the terms thereof being modified as provided in this Agreement and the Obligations hereunder are in renewal and extension Existing Guaranty or of the obligations and indebtedness Holdings evidenced by or arising under the Existing Credit Pledge Agreement. Notwithstanding , or impair or adversely affect the modifications effected by this Agreement continuation of the representationsExisting Liens and other interests in the Collateral and Pledged Collateral heretofore granted, warranties pledged and/or assigned by Parent and covenants Holdings, respectively, to Agent pursuant to the Existing Security Agreement, the Existing Pledge Agreement, or any other Loan Documents. All Existing Secured Obligations and Existing Guaranteed Obligations of Parent to Agent and Lenders that are outstanding and unpaid as of the Borrower contained in date hereof pursuant to the Existing Credit Agreement, the Borrower acknowledges Existing Guaranty or otherwise, and agrees all Existing Secured Obligations of Holdings to Agent and Lenders that any causes of action or other rights created in favor of the Administrative Agent, any Issuing Bank or any Lender, in each case, arising out of the representations are outstanding and warranties of the Borrower contained in or delivered in connection with the Existing Credit Agreement shall survive the execution, delivery and effectiveness of this Agreement to the extent provided in the Existing Credit Agreement prior to the termination thereof. All indemnification obligations of the Borrower arising under the Existing Credit Agreement (including any arising from a breach of the representations thereunder) shall survive to the extent provided in the Existing Credit Agreement prior to the termination thereof. In addition, unpaid as of the Effective Date, each Letter of Credit outstanding under date hereof pursuant to the Existing Credit Pledge Agreement shall in each case be deemed Secured Obligations under this Agreement which are secured by Liens in the Collateral and Pledged Collateral, respectively, pursuant to have been issued under the terms of this Agreement.

Amendment and Restatement. In connection with the This Agreement shall constitute an amendment and restatement of the Existing Original Credit Agreement pursuant heretoAgreement. On the Closing Date, Borrower, Administrative Agent and the Lenders shall as Original Loan of the Effective Date make adjustments to the outstanding principal amount of the “Revolving Credit Loans” under the Existing Credit Agreement (as such term is defined therein) (but not any interest accrued thereon prior to the Effective Date or any accrued commitment fees under the Existing Credit Agreement prior to the Effective Date), including the borrowing of additional Revolving Credit Loans hereunder and the repayment of “Revolving Credit Loans” under the Existing Credit Agreement (as such term is defined therein) plus all applicable accrued interest, fees and expenses as Bank shall be necessary deemed to provide for Revolving Credit Loans by each Lender in proportion tobe renewed and continued, and in any event not in excess ofextinguished, the amount of its relevant and thereupon and thereafter shall constitute a Revolving Credit Commitment as of the Effective Date, but in no event shall such adjustment of any Eurodollar Loans entitle any Lender to any reimbursement under Section 2.16 hereof or Section 2.16 of the Existing Credit Agreement; provided that the foregoing is not intended to relieve Borrower for paying any such costs to lenders under the Existing Credit Agreement to the extent such lenders are not Lenders Loan under this Agreement, and each Lender the Original Revolving Note of the Bank shall be deemed to have made an assignment be renewed and replaced, but not extinguished, by the Revolving Loan Note of its outstanding the Bank under this Agreement. Upon funding of the initial Loans by the Bank as a Lender under this Agreement the proceeds thereof (in excess of the principal amount of the Original Loan of the Bank renewed and continued as referenced in the preceding sentence) shall be used to pay and discharge in full the Original Loans and commitments Original Revolving Notes of each Terminating Lender and the Bank, as a Lender under the Existing Credit Agreement and assumed outstanding Loans and commitments of other Lenders under the Existing Credit Agreement as may be necessary to effect the foregoing. The parties hereto acknowledge and agree that (i) this Agreement, any promissory notes delivered pursuant shall be subrogated to all rights of the Terminating Lenders in respect thereof. On the Closing Date, the "Administrative Agent's Lien" as defined in and evidenced by the Original Credit Documents shall automatically be deemed to be renewed and continued (and not extinguished) by this Agreement and the other Loan Documents executed and delivered thereupon and thereafter shall be the Agent's Lien under this Agreement and the other Loan Documents, which shall continue in connection herewith do not constitute a novation or termination of the “Obligations” (full force and effect as defined security for all Obligations in the Existing Credit Agreement) under the Existing Credit Agreement as in effect prior to the Effective Date and (ii) such “Obligations” are in all respects continuing accordance with only the terms thereof being modified as provided of this Agreement and the other Loan Documents. All Original Letters of Credit shall be deemed to be outstanding under this Agreement and all references to Letters of Credit in this Agreement and the Obligations hereunder are in renewal and extension other Loan Documents shall include the Original Letters of the obligations and indebtedness under the Existing Credit AgreementCredit. Notwithstanding the modifications effected by this Agreement of the representations, warranties and covenants of the Borrower contained All references in the Existing Original Credit Agreement, the Borrower acknowledges and agrees that any causes of action or other rights created in favor of the Administrative Agent, any Issuing Bank or any Lender, in each case, arising out of the representations and warranties of the Borrower contained in or delivered in connection with the Existing Credit Agreement shall survive the execution, delivery and effectiveness of this Agreement Documents to the extent provided in the Existing Credit Agreement prior to the termination thereof. All indemnification obligations of the Borrower arising under the Existing Credit Agreement (including any arising from a breach of the representations thereunder) shall survive to the extent provided in the Existing Credit Agreement prior to the termination thereof. In addition, as of the Effective Date, each Letter of Credit outstanding under the Existing Original Credit Agreement shall be deemed to have been issued under mean this Agreement, as an amendment and restatement of the Original Credit Agreement, all references in the Original Credit Documents to the "Administrative Agent" shall mean the Agent and all references in the Original Credit Documents to "Bank of America," "Bank of America, N.A.,"or "Bank of America, National Association" shall mean the Bank.

Amendment and Restatement. In connection with order to facilitate this amendment and restatement and otherwise to effectuate the desires of the Borrower, the Administrative Agent and the Lenders: The Borrower, the Administrative Agent and the Lenders hereby agree that, on the Closing Date, the terms and provisions of the Existing Credit Agreement shall be and hereby are amended and restated in their entirety by the terms, conditions and provisions of this Agreement, and the terms and provisions of the Existing Credit Agreement, except as otherwise expressly provided herein, shall be superseded by this Agreement. Notwithstanding this amendment and restatement of the Existing Credit Agreement pursuant heretoAgreement, Borrowerincluding anything in this Section 10.18, Administrative Agent and the Lenders shall as of the Effective Date make adjustments to the outstanding principal amount of the any related “Revolving Credit LoansLoan Documents” under the Existing Credit Agreement (as such term is defined therein) (but not any interest accrued thereon prior to the Effective Date or any accrued commitment fees under in the Existing Credit Agreement prior and referred to herein, individually or collectively, as the Effective Date“Prior Loan Documents”), including the borrowing of additional Revolving Credit Loans hereunder and the repayment of “Revolving Credit Loans” under the Existing Credit Agreement (i) all Obligations (as such term is defined therein) plus all applicable accrued interest, fees and expenses as shall be necessary to provide for Revolving Credit Loans by each Lender in proportion to, and in any event not in excess of, the amount of its relevant Revolving Credit Commitment as of the Effective Date, but in no event shall such adjustment of any Eurodollar Loans entitle any Lender to any reimbursement under Section 2.16 hereof or Section 2.16 of the Existing Credit Agreement; provided that the foregoing is not intended to relieve Borrower for paying any such costs to lenders under the Existing Credit Agreement to the extent such lenders are not Lenders under this Agreement, and each Lender shall be deemed to have made an assignment of its ) outstanding Loans and commitments under the Existing Credit Agreement and assumed outstanding Loans other Prior Loan Documents (the “Existing Obligations”) shall continue as Obligations hereunder to the extent not repaid on or before the Closing Date, (ii) each of this Agreement and commitments the Notes and any other Loan Document (as defined herein) that is amended and restated in connection with this Agreement is given as a substitution for, and not as a payment of, the indebtedness, liabilities and Existing Obligations of other Lenders the Borrower and each Loan Party under the Existing Credit Agreement as may be necessary or any other Prior Loan Document and (iii) neither the execution and delivery of such documents nor the consummation of any other transaction contemplated hereunder is intended to effect the foregoing. The parties hereto acknowledge and agree that (i) this Agreement, any promissory notes delivered pursuant this Agreement and the other Loan Documents executed and delivered in connection herewith do not constitute a novation of the Existing Credit Agreement or of any of the other Prior Loan Documents or any obligations thereunder. On the Closing Date, the Interest Periods for all Eurodollar Rate Loans outstanding under the Existing Credit Agreement shall be terminated, the Borrower shall pay all accrued interest with respect to such Loans, and the Borrower shall furnish to the Administrative Agent Revolving Loan Notices selecting the interest rates for existing Loans. The Existing Lenders agree to waive any breakage costs pursuant to Section 3.05 of the Existing Credit Agreement solely in connection with the termination of the “Obligations” Interest Periods for all Eurodollar Rate Loans outstanding under the Existing Credit Agreement pursuant to the foregoing sentence. 101 The parties hereby agree that, on the Closing Date, the Commitments shall be as set forth in Schedule 2.01 and the outstanding principal amount of any Loans shall be reallocated in accordance with such Commitments and the requisite assignments shall be deemed to be made in such amounts by and between the Lenders and from each Lender to each other Lender, with the same force and effect as if such assignments were evidenced by applicable Assignments and Assumptions (as defined in the Existing Credit Agreement) under the Existing Credit Agreement as in effect prior Agreement. Notwithstanding anything to the Effective Date and (ii) such “Obligations” are contrary in all respects continuing with only the terms thereof being modified as provided in this Agreement and the Obligations hereunder are in renewal and extension Section 10.06 of the obligations and indebtedness under the Existing Credit Agreement or Section 10.06 of this Agreement. Notwithstanding the modifications effected by this Agreement , no other documents or instruments, including any Assignment and Assumption, shall be executed in connection with these assignments (all of the which requirements are hereby waived), and such assignments shall be deemed to be made with all applicable representations, warranties and covenants of as if evidenced by an Assignment and Assumption. On the Borrower contained Closing Date, the Lenders shall make all necessary cash settlement in full with each other Lender (and with the Existing Lenders under the Existing Credit Agreement whose Commitments thereunder are being terminated), either directly or through the Administrative Agent, as the Administrative Agent may direct or approve, with respect to all assignments, reallocations and other changes in the Commitments (as such term is defined in the Existing Credit Agreement, the Borrower acknowledges and agrees ) such that any causes of action or other rights created in favor of the Administrative Agent, any Issuing Bank or any after giving effect to such settlements each Lender, in each case, arising out of the representations and warranties of the Borrower contained in or delivered in connection with the Existing Credit Agreement shall survive the execution, delivery and effectiveness of this Agreement to the extent provided in the Existing Credit Agreement prior to the termination thereof. All indemnification obligations of the Borrower arising under the Existing Credit Agreement (including any arising from a breach of the representations thereunder) shall survive to the extent provided in the Existing Credit Agreement prior to the termination thereof. In addition, as of the Effective Date, each Letter of Credit outstanding under the Existing Credit Agreement ’s Applicable Percentage shall be deemed to have been issued under this Agreementas set forth on Schedule 2.01.

Amendment and Restatement. In connection with the amendment and restatement of the Existing Credit Agreement pursuant hereto, Borrower, Administrative Agent and the Lenders shall as of the Effective Date make adjustments to the outstanding principal amount of the “Revolving Credit Loans” under the Existing Credit Agreement (as such term is defined therein) (but not any interest accrued thereon prior to the Effective Date or any accrued commitment fees under the Existing Credit Agreement prior to the Effective Date), including the borrowing of additional Revolving Credit Loans hereunder and the repayment of “Revolving Credit Loans” under the Existing Credit Agreement (as such term is defined therein) plus all applicable accrued interest, fees and expenses as shall be necessary to provide for Revolving Credit Loans by each Lender in proportion to, and in any event not in excess of, the amount of its relevant Revolving Credit Commitment as of On the Effective Date, but in no event (a) this Guaranty shall such adjustment of any Eurodollar Loans entitle any Lender to any reimbursement under Section 2.16 hereof or Section 2.16 of amend and restate the Existing Credit Agreement; provided that Guaranty in its entirety but, for the foregoing is not intended to relieve Borrower for paying any such costs to lenders under the Existing Credit Agreement to the extent such lenders are not Lenders under this Agreementavoidance of doubt, and each Lender shall be deemed to have made an assignment of its outstanding Loans and commitments under the Existing Credit Agreement and assumed outstanding Loans and commitments of other Lenders under the Existing Credit Agreement as may be necessary to effect the foregoing. The parties hereto acknowledge and agree that (i) this Agreement, any promissory notes delivered pursuant this Agreement and the other Loan Documents executed and delivered in connection herewith do not constitute a novation or termination of the “Obligations” parties’ rights and obligations thereunder, and (as defined in b) the rights and obligations of the parties hereto evidenced by the Existing Credit Agreement) under Guaranty shall be evidenced by this Guaranty. IN WITNESS WHEREOF, each of the Existing Credit Agreement Initial Guarantors has caused this Guaranty to be duly executed by its authorized officer as in effect prior of the day and year first above written. MARVASOL INC., a Delaware corporation By: Name: Title: [INSERT OTHER INITIAL GUARANTORS] Acknowledged and Agreed as of the date first above written: JPMORGAN CHASE BANK, N.A., as Administrative Agent By: Name: Title: ANNEX I TO AMENDED AND RESTATED SUBSIDIARY GUARANTEE AGREEMENT FOR DOMESTIC SUBSIDIARIES Reference is hereby made to the Effective Date Amended and Restated Guarantee Agreement (iithe “Guaranty”) such “Obligations” are in all respects continuing with only the terms thereof being modified made as provided in this Agreement of February 1, 2017, by and the Obligations hereunder are in renewal and extension of the obligations and indebtedness under the Existing Credit Agreement. Notwithstanding the modifications effected by this Agreement of the representations, warranties and covenants of the Borrower contained in the Existing Credit Agreementamong [NAMES OF INITIAL GUARANTORS] (collectively, the Borrower acknowledges “Initial Guarantors”, and agrees that along with any causes of action or other rights created additional Domestic Subsidiaries which become parties thereto and together with the undersigned, the “Guarantors”), in favor of the Administrative Agent, any Issuing Bank or any Lenderfor the ratable benefit of the Secured Parties, under the Credit Agreement. Capitalized terms used herein and not defined herein shall have the meanings given to them in each casethe Guaranty. By its execution below, arising out the undersigned [NAME OF NEW GUARANTOR], a [state of incorporation/organization] [corporation] [partnership] [limited liability company], agrees to become, and does hereby become, a Guarantor under the Guaranty and agrees to be bound by such Guaranty as if originally a party thereto. By its execution below, the undersigned represents and warrants as to itself that all of the representations and warranties contained in Section 2 of the Borrower contained Guaranty are true and correct in or delivered in connection with the Existing Credit Agreement shall survive the execution, delivery and effectiveness of this Agreement to the extent provided in the Existing Credit Agreement prior to the termination thereof. All indemnification obligations of the Borrower arising under the Existing Credit Agreement (including any arising from a breach of the representations thereunder) shall survive to the extent provided in the Existing Credit Agreement prior to the termination thereof. In addition, all respects as of the Effective Date, each Letter of Credit outstanding under the Existing Credit Agreement shall be deemed to have been issued under this Agreementdate hereof.

Amendment and Restatement. In This Agreement amends and restates the Original Security Agreement. The execution of this Agreement does not extinguish the indebtedness, liabilities and obligations of Borrower outstanding in connection with the amendment Original Security Agreement, as amended hereby, or the Loan Documents nor does it constitute a novation with respect to such indebtedness, liabilities and restatement of the Existing Credit Agreement pursuant hereto, Borrower, Administrative Agent obligations. Debtor ratifies and the Lenders shall as of the Effective Date make adjustments to the outstanding principal amount of the “Revolving Credit Loans” under the Existing Credit Agreement (as such term is defined therein) (but not any interest accrued thereon prior to the Effective Date or any accrued commitment fees under the Existing Credit Agreement prior to the Effective Date), including the borrowing of additional Revolving Credit Loans hereunder and the repayment of “Revolving Credit Loans” under the Existing Credit Agreement (as such term is defined therein) plus all applicable accrued interest, fees and expenses as shall be necessary to provide for Revolving Credit Loans by each Lender in proportion to, and in any event not in excess of, the amount of its relevant Revolving Credit Commitment as of the Effective Date, but in no event shall such adjustment of any Eurodollar Loans entitle any Lender to any reimbursement under Section 2.16 hereof or Section 2.16 of the Existing Credit Agreement; provided confirms that the foregoing is not intended to relieve Borrower for paying any such costs to lenders under the Existing Credit Agreement to the extent such lenders are not Lenders under this Original Security Agreement, and each Lender shall be deemed to have made an assignment of its outstanding Loans and commitments under the Existing Credit Agreement and assumed outstanding Loans and commitments of other Lenders under the Existing Credit Agreement as may be necessary to effect the foregoing. The parties hereto acknowledge and agree that (i) this Agreementamended hereby, any promissory notes delivered pursuant this Agreement and the other Loan Documents executed are and delivered remain in connection herewith do not constitute a novation full force and effect in accordance with their respective terms, that the Collateral is unimpaired by this amendment and restatement and that the liens, security interests and other security and Collateral held by Secured Party are valid and subsisting and are hereby affirmed, renewed, extended, carried forward and regranted to secure any and all indebtedness incurred by Borrower to Secured Party. Debtor has no right of offset, defense or termination counterclaim to the payment and performance of the “Obligations” (as defined in the Existing Credit Agreement) its obligations under the Existing Credit Agreement Original Security Agreement, as in effect prior amended hereby, and the other Loan Documents, or to the Effective Date and (ii) such “Obligations” are in all respects continuing with only the terms thereof being modified as provided in this Agreement and the Obligations hereunder are in renewal and extension enforcement by Secured Party of the obligations and indebtedness any right or remedy available to it under the Existing Credit Agreement. Notwithstanding the modifications effected by this Agreement of the representations, warranties and covenants of the Borrower contained in the Existing Credit Original Security Agreement, as amended hereby, the Borrower acknowledges other Loan Documents or applicable law. SCHEDULE I LOCATION OF EOUIPMENT AND INVENTORY Inventory and agrees that any causes Equipment is located at the addresses set forth below: SIELOX,LLC 000 Xxxx 0xx Xxx. Xxxxxxxxx, XX 00000 COSTAR VIDEO SYSTEMS, LLC 0000 Xxxxxxxxx Xx. Xxxxx 000 Xxxxxxxxxx, Xxxxx 00000 Amended and Restated Security Agreement – Schedule I –Location of action or other rights created in favor of the Administrative Agent, any Issuing Bank or any Lender, in each case, arising out of the representations Equipment and warranties of the Borrower contained in or delivered in connection with the Existing Credit Agreement shall survive the execution, delivery and effectiveness of this Agreement to the extent provided in the Existing Credit Agreement prior to the termination thereof. All indemnification obligations of the Borrower arising under the Existing Credit Agreement (including any arising from a breach of the representations thereunder) shall survive to the extent provided in the Existing Credit Agreement prior to the termination thereof. In addition, as of the Effective Date, each Letter of Credit outstanding under the Existing Credit Agreement shall be deemed to have been issued under this Agreement.Inventory

Amendment and Restatement. In connection with (a) The Credit Parties, the Administrative Agent, the Letter of Credit Issuer, the Swingline Lender and the Lenders hereby agree that upon the effectiveness of this Agreement, the terms and provisions of the Existing Debt Facility shall be and hereby are amended and restated in their entirety by the terms and conditions of this Agreement and the terms and provisions of the Existing Debt Facility, except as otherwise provided in this Agreement (including, without limitation, clause (b) of this Section 13.22), shall be superseded by this Agreement. (b) Notwithstanding the amendment and restatement of the Existing Debt Facility by this Agreement, the Credit Agreement pursuant heretoParties shall continue to be liable to each Indemnified Person with respect to agreements on their part under the Existing Debt Facility to indemnify and hold harmless such Indemnified Person from and against all claims, Borrowerdemands, liabilities, damages, losses, costs, charges and expenses to which the Administrative Agent and the Lenders shall may be subject arising in connection with the Existing Debt Facility. This Agreement is given as a substitution of, and not as a payment of, the obligations of the Effective Date make adjustments to the outstanding principal amount of the “Revolving Credit Loans” Parties under the Existing Credit Agreement (as such term is defined therein) (but not any interest accrued thereon prior to the Effective Date or any accrued commitment fees under the Existing Credit Agreement prior to the Effective Date), including the borrowing of additional Revolving Credit Loans hereunder Debt Facility and the repayment of “Revolving Credit Loans” under the Existing Credit Agreement (as such term is defined therein) plus all applicable accrued interest, fees and expenses as shall be necessary to provide for Revolving Credit Loans by each Lender in proportion to, and in any event not in excess of, the amount of its relevant Revolving Credit Commitment as of the Effective Date, but in no event shall such adjustment of any Eurodollar Loans entitle any Lender to any reimbursement under Section 2.16 hereof or Section 2.16 of the Existing Credit Agreement; provided that the foregoing is not intended to relieve Borrower for paying any such costs to lenders under constitute a novation of the Existing Credit Debt Facility. (c) By execution of this Agreement to the extent such lenders are not Lenders under this Agreement, and each Lender shall be deemed to have made an assignment of its outstanding Loans and commitments under the Existing Credit Agreement and assumed outstanding Loans and commitments of other Lenders under the Existing Credit Agreement as may be necessary to effect the foregoing. The all parties hereto acknowledge and agree that (i) this Agreement, any promissory notes delivered pursuant each of the Security Documents and the other Credit Documents is hereby amended such that all references to the Existing Debt Facility and the Loans and Commitments thereunder shall be deemed to refer to this Agreement and the other Loan Documents executed and delivered in connection herewith do not constitute a novation or termination continuation of the “Obligations” (as defined in the Existing Credit Agreement) under the Existing Credit Agreement as in effect prior to the Effective Date Loans and Commitments hereunder, (ii) such “Obligations” all obligations under the Guarantee and the Security Documents are reaffirmed and remain in all respects continuing with only the terms thereof being modified as provided in full force and effect on a continuous basis after giving effect to this Agreement and (iii) all security interests and liens granted under the Security Documents are reaffirmed and shall continue and secure the Obligations hereunder are in renewal and extension of the obligations and indebtedness under the Existing Credit Agreement. Notwithstanding the modifications effected by this Agreement of the representations, warranties and covenants of the Borrower contained in the Existing Credit Agreement, the Borrower acknowledges and agrees that any causes of action or other rights created in favor of the Administrative Agent, any Issuing Bank or any Lender, in each case, arising out of the representations and warranties of the Borrower contained in or delivered in connection with the Existing Credit Agreement shall survive the execution, delivery and effectiveness of this Agreement to the extent provided in the Existing Credit Agreement prior to the termination thereof. All indemnification obligations of the Borrower arising Guarantors under the Existing Credit Agreement (including any arising from a breach of the representations thereunder) shall survive Guarantee after giving effect to the extent provided in the Existing Credit Agreement prior to the termination thereof. In addition, as of the Effective Date, each Letter of Credit outstanding under the Existing Credit Agreement shall be deemed to have been issued under this Agreement.. 13.23

Amendment and Restatement. In connection with the amendment and restatement Effective as of the Existing Closing Date, the Second Amended and Restated Credit Agreement pursuant hereto, Borrower, shall be amended and restated in its entirety by this Agreement and the Second Amended and Restated Credit Agreement shall thereafter be of no further force and effect except to evidence the incurrence by the Borrower of the “Borrower Obligations” under and as defined in the Second Amended and Restated Credit Agreement (whether or not such “Borrower Obligations” are contingent as of the Closing Date). The terms and conditions of this Agreement and the rights and remedies of the Administrative Agent and the Lenders under this Agreement and the other Loan Documents shall as apply to all of the Effective Date make adjustments to the outstanding principal amount of the “Revolving Credit Loans” Borrower Obligations incurred under the Existing Second Amended and Restated Credit Agreement. All Loans and Letters of Credit outstanding under the Second Amended and Restated Credit Agreement (as such term is defined therein) (but not any interest accrued thereon immediately prior to the Effective Closing Date or any accrued commitment fees under the Existing Credit Agreement prior to the Effective Date), including the borrowing of additional Revolving Credit Loans hereunder and the repayment of “Revolving Credit Loans” under the Existing Credit Agreement (as such term is defined therein) plus all applicable accrued interest, fees and expenses as shall be necessary to provide for Revolving Credit Loans by each Lender in proportion to, and in any event not in excess of, the amount of its relevant Revolving Credit Commitment as of the Effective Date, but in no event shall such adjustment of any Eurodollar Loans entitle any Lender to any reimbursement under Section 2.16 hereof or Section 2.16 of the Existing Credit Agreement; provided that the foregoing is not intended to relieve Borrower for paying any such costs to lenders under the Existing Credit Agreement to the extent such lenders are not Lenders continue under this Agreement. On and after the Closing Date, and each Lender (i) all references to the Credit Agreement in the Loan Documents (other than this Agreement) shall be deemed to have made an assignment refer to this Agreement and (ii) all references to any section (or subsection) of its outstanding Loans the Second Amended and commitments under the Existing Restated Credit Agreement and assumed outstanding Loans and commitments in any Loan Document (but not herein) shall be amended to become, mutatis mutandis, references to the corresponding provisions of other Lenders under the Existing Credit Agreement as may be necessary to effect the foregoingthis Agreement. The parties hereto acknowledge and agree that (i) this the Liens securing payment of the “Borrower Obligations” as defined in the Second Amended and Restated Credit Agreement, any promissory notes delivered pursuant shall from and after the Closing Date secure the payment and performance of all Borrower Obligations for the benefit of the Administrative Agent and the Secured Parties, and all such Liens shall continue in full force and effect after giving effect to this Agreement and are hereby confirmed and reaffirmed by each of the Loan Parties. The parties hereto further acknowledge and agree that all “Security Documents” as defined in the Second Amended and Restated Credit Agreement shall remain in full force and effect after the Closing Date in favor of and for the benefit of the Administrative Agent and the Secured Parties (with each reference therein to the collateral agent, the credit agreement or a loan document being a reference to the Administrative Agent, this Agreement or the other Loan Documents, as applicable), and each Loan Party hereby confirms and ratifies its obligations thereunder. In furtherance of the foregoing, Administrative Agent is hereby appointed as collateral agent in connection with the foregoing, and shall be entitled to all of the benefits, rights, privileges and immunities hereunder and under the other Loan Documents executed with respect to the foregoing. This amendment and delivered restatement is limited as written and is not a consent to any other amendment, restatement or waiver or other modification, whether or not similar and, except as expressly provided herein or in connection herewith do any other Loan Document, all terms and conditions of the Loan Documents remain in full force and effect unless otherwise specifically amended hereby or by any other Loan Document. This Agreement shall not constitute a novation or termination of the “Obligations” Second Amended and Restated Credit Agreement or of any other Loan Document (as defined in the Existing Second Amended and Restated Credit Agreement) under the Existing Credit Agreement as in effect prior to the Effective Date and (ii) such “Obligations” are in all respects continuing with only the terms thereof being modified as provided in this Agreement and the Obligations hereunder are in renewal and extension of the obligations and indebtedness under the Existing Credit Agreement. Notwithstanding the modifications effected by this Agreement of the representations, warranties and covenants of the Borrower contained in the Existing Credit Agreement, the Borrower acknowledges and agrees that any causes of action or other rights created in favor of the Administrative Agent, any Issuing Bank or any Lender, in each case, arising out of the representations and warranties of the Borrower contained in or delivered in connection with the Existing Credit Agreement shall survive the execution, delivery and effectiveness of this Agreement to the extent provided in the Existing Credit Agreement prior to the termination thereof. All indemnification obligations of the Borrower arising under the Existing Credit Agreement (including any arising from a breach of the representations thereunder) shall survive to the extent provided in the Existing Credit Agreement prior to the termination thereof. In addition, as of the Effective Date, each Letter of Credit outstanding under the Existing Credit Agreement shall be deemed to have been issued under this Agreement).

Amendment and Restatement. In connection with This Agreement amends and restates in its entirety the amendment Original Loan and restatement of the Existing Credit Security Agreement pursuant hereto, Borrower, Administrative Agent and the Lenders shall effective as of the Effective Date make adjustments date hereof. Anything contained herein to the outstanding principal amount of the “Revolving Credit Loans” under the Existing Credit contrary notwithstanding, this Agreement (as such term is defined therein) (but not any interest accrued thereon prior to the Effective Date or any accrued commitment fees under the Existing Credit Agreement prior to the Effective Date), including the borrowing of additional Revolving Credit Loans hereunder and the repayment of “Revolving Credit Loans” under the Existing Credit Agreement (as such term is defined therein) plus all applicable accrued interest, fees and expenses as shall be necessary to provide for Revolving Credit Loans by each Lender in proportion to, and in any event not in excess of, the amount of its relevant Revolving Credit Commitment as of the Effective Date, but in no event shall such adjustment of any Eurodollar Loans entitle any Lender to any reimbursement under Section 2.16 hereof or Section 2.16 of the Existing Credit Agreement; provided that the foregoing is not intended to relieve Borrower for paying any such costs to lenders under the Existing Credit Agreement to the extent such lenders are and shall not Lenders under this Agreement, and each Lender shall be deemed to have made an assignment of its outstanding Loans and commitments under the Existing Credit Agreement and assumed outstanding Loans and commitments of other Lenders under the Existing Credit Agreement as may be necessary serve to effect the foregoing. The parties hereto acknowledge and agree that (i) this Agreement, any promissory notes delivered pursuant this Agreement and the other Loan Documents executed and delivered in connection herewith do not constitute a novation or termination of the “Secured Obligations” (as defined in the Existing Credit Original Loan and Security Agreement) ). Instead, it is the express intention of the parties hereto to reaffirm the indebtedness, obligations and liabilities created under the Existing Credit Original Loan and Security Agreement as in effect prior which is secured by the Collateral pursuant to the Effective Date and (ii) such “Obligations” are in all respects continuing with only the terms thereof being modified as provided in this Agreement and the Obligations hereunder are in renewal and extension of the applicable Loan Documents. Each Borrower acknowledges and confirms that the liens and security interests granted pursuant to the applicable Loan Documents secure the applicable indebtedness, liabilities and obligations and indebtedness of Borrower to the Lenders under the Existing Credit Original Loan and Security Agreement. Notwithstanding the modifications effected , as amended and restated by this Agreement of the representations, warranties and covenants of the Borrower contained in the Existing Credit Agreement, the Borrower acknowledges Loan Documents shall continue in full force and agrees effect in accordance with their terms unless otherwise amended by the parties thereto, and that any causes of action or other rights created the term “Secured Obligations” as used in favor of the Administrative Agent, any Issuing Bank Loan Documents (or any Lenderother term used therein to describe or refer to the indebtedness, in each caseliabilities and obligations of Borrower to Agent and the Lenders) includes, arising out without limitation, the indebtedness, liabilities and obligations of Borrower under this Agreement, and under the representations Original Loan and warranties of Security Agreement, as amended and restated hereby, as the Borrower contained in same further may be amended, modified, supplemented and/or restated from time to time. The Loan Documents and all agreements, instruments and documents executed or delivered in connection with any of the Existing Credit Agreement foregoing shall survive the execution, delivery and effectiveness of this Agreement each be deemed to be amended to the extent provided necessary to give effect to the provisions of this Agreement. Each reference to the “Loan and Security Agreement” in any Loan Document shall mean and be a reference to this Agreement (as further amended, restated, supplemented or otherwise modified from time to time). Cross-references in the Existing Credit Agreement prior Loan Documents to the termination thereof. All indemnification obligations of the Borrower arising under the Existing Credit Agreement (including any arising from a breach of the representations thereunder) shall survive to the extent provided particular section numbers in the Existing Credit Agreement prior to the termination thereof. In addition, as of the Effective Date, each Letter of Credit outstanding under the Existing Credit Original Loan and Security Agreement shall be deemed to have been issued under be cross-references to the corresponding sections, as applicable, of this Agreement.. (SIGNATURES TO FOLLOW)

Amendment and Restatement. In connection with The Borrower, the amendment Banks and restatement the Administrative Agent agree that, upon (i) the execution and delivery of this Agreement by each of the parties hereto and (ii) satisfaction (or waiver by the aforementioned parties) of the conditions precedent set forth in Sections 6.1 and 6.2, the terms and provisions of the Existing Credit Agreement pursuant hereto, Borrower, Administrative Agent and the Lenders shall as of the Effective Date make adjustments to the outstanding principal amount of the “Revolving Credit Loans” under the Existing Credit Agreement (as such term is defined therein) (but not any interest accrued thereon prior to the Effective Date or any accrued commitment fees under the Existing Credit Agreement prior to the Effective Date), including the borrowing of additional Revolving Credit Loans hereunder and the repayment of “Revolving Credit Loans” under the Existing Credit Agreement (as such term is defined therein) plus all applicable accrued interest, fees and expenses as shall be necessary to provide for Revolving Credit Loans and hereby are amended, superseded and restated in their entirety by each Lender in proportion to, the terms and in any event not in excess of, the amount provisions of its relevant Revolving Credit Commitment as of the Effective Date, but in no event shall such adjustment of any Eurodollar Loans entitle any Lender to any reimbursement under Section 2.16 hereof or Section 2.16 of the Existing Credit this Agreement; provided that the foregoing . This Agreement is not intended to relieve Borrower for paying any such costs to lenders under and shall not constitute a novation, payment and reborrowing or termination of the Existing Credit Agreement to the extent such lenders are not Lenders under this Agreement, and each Lender shall be deemed to have made an assignment of its outstanding Loans and commitments Obligations under the Existing Credit Agreement and assumed outstanding Loans the other Credit Documents as in effect prior to the date hereof or the Indebtedness created thereunder. All “Loans” made and commitments of other Lenders “Obligations” incurred under (and defined in) the Existing Credit Agreement as may which are outstanding on the Effective Date shall constitute Loans and Obligations, respectively, under (and shall be necessary to effect governed by the foregoing. The parties hereto acknowledge and agree that (iterms of) this Agreement, any promissory notes delivered pursuant this Agreement and the other Loan Documents executed Credit Documents. The commitment of each Bank that is a party to the Existing Credit Agreement shall, on the date hereof, automatically be deemed amended and delivered the only commitments shall be those hereunder. Without limiting the foregoing, upon the effectiveness hereof: (a) all references in connection herewith do not constitute a novation or termination of the “ObligationsCredit Documents” (as defined in the Existing Credit Agreement) to the “Credit Agreement” and the “Credit Documents” shall be deemed to refer to this Agreement and the Credit Documents, (b) all obligations constituting “Obligations” under the Existing Credit Agreement with any Bank or any Affiliate of any Bank which are outstanding on the date hereof shall continue as Obligations under this Agreement and the other Credit Documents and (c) the Administrative Agent shall make such reallocations, sales, assignments or other relevant actions in respect of each Bank’s credit and loan exposure under the Existing Credit Agreement as are necessary in effect prior order that Obligations in respect of Loans, Letters of Credit, interest and fees due and payable to a Bank hereunder reflect such Bank’s Commitments on the Effective Date and (ii) such “Obligations” are in all respects continuing with only the terms thereof being modified as provided in this Agreement date hereof, and the Obligations hereunder are in renewal Borrower hereby agrees to compensate each Bank for any and extension of the obligations all losses, costs and indebtedness under the Existing Credit Agreement. Notwithstanding the modifications effected expenses incurred by this Agreement of the representations, warranties and covenants of the Borrower contained in the Existing Credit Agreement, the Borrower acknowledges and agrees that any causes of action or other rights created in favor of the Administrative Agent, any Issuing such Bank or any Lender, in each case, arising out of the representations and warranties of the Borrower contained in or delivered in connection with the Existing Credit Agreement shall survive sale and assignment of any Eurodollar Loan on the execution, delivery terms and effectiveness of this Agreement to the extent provided in the Existing Credit Agreement prior to the termination thereof. All indemnification obligations of the Borrower arising under the Existing Credit Agreement (including any arising from a breach of the representations thereunder) shall survive to the extent provided manner set forth in the Existing Credit Agreement prior to the termination thereof. In addition, as of the Effective Date, each Letter of Credit outstanding under the Existing Credit Agreement shall be deemed to have been issued under this AgreementSection 2.11 hereof.

Amendment and Restatement. In connection with Effective as of the amendment and restatement of Closing Date, the Existing Credit Agreement pursuant hereto, Borrower, shall be amended and restated in its entirety by this Agreement and the Existing Credit Agreement shall thereafter be of no further force and effect except to evidence the incurrence by the Borrower of the “Obligations” under and as defined in the Existing Credit Agreement (whether or not such “Obligations” are contingent as of the Closing Date).The terms and conditions of this Agreement and the rights and remedies of the Administrative Agent and the Lenders under this Agreement and the other Loan Documents shall as apply to all of the Effective Date make adjustments to the outstanding principal amount of the “Revolving Credit Loans” Obligations incurred under the Existing Credit Agreement (as such term is defined therein) (but not any interest accrued thereon prior to the Effective Date or any accrued commitment fees under the Existing Credit Agreement prior to the Effective Date), including the borrowing of additional Revolving Credit Loans hereunder and the repayment of “Revolving Credit Loans” under the Existing Credit Agreement (as such term is defined therein) plus all applicable accrued interest, fees and expenses as shall be necessary to provide for Revolving Credit Loans by each Lender in proportion to, and in any event not in excess of, the amount of its relevant Revolving Credit Commitment as of the Effective Date, but in no event shall such adjustment of any Eurodollar Loans entitle any Lender to any reimbursement under Section 2.16 hereof or Section 2.16 of the Existing Credit Agreement; provided that that, for the foregoing is not intended avoidance of doubt, Existing Commitment Fees, Existing Letter of Credit Fees and Existing Interest shall be payable hereunder in accordance with the second paragraph of Section 2.1.1. [Revolving Credit Loans]. On and after the Closing Date, (i) all references to relieve Borrower for paying the Credit Agreement in the Loan Documents (other than this Agreement) shall be deemed to refer to this Agreement and (ii) all references to any such costs to lenders under section (or subsection) of the Existing Credit Agreement in any Loan Document (but not herein) shall be amended to become, mutatis mutandis, references to the extent such lenders are not Lenders under corresponding provisions of this Agreement, and each Lender shall be deemed to have made an assignment of its outstanding Loans and commitments under the Existing Credit Agreement and assumed outstanding Loans and commitments of other Lenders under the Existing Credit Agreement as may be necessary to effect the foregoing. The parties hereto acknowledge and agree that (i) this Agreement, any promissory notes delivered pursuant this Agreement and the other Loan Documents executed and delivered in connection herewith do not constitute a novation or termination Liens securing payment of the “Obligations” as defined in the Existing Loan Agreement, shall from and after the Closing Date secure the payment and performance of all Obligations for the benefit of the Collateral Agent and the Secured Parties, and all such Liens shall continue in full force and effect after giving effect to this Agreement and are hereby confirmed and reaffirmed by each of the Loan Parties. The parties hereto further acknowledge and agree that all “Security Documents” as defined in the Existing Credit Agreement (including all Mortgages and Control Agreements) shall remain in full force and effect after the Closing Date in favor of and for the benefit of the Collateral Agent and the Secured Parties (with each reference therein to the collateral agent, the credit agreement or a loan document being a reference to the Collateral Agent, this Agreement or the other Loan Documents, as applicable), and each Loan Party hereby confirms and ratifies its obligations thereunder. In furtherance of the foregoing, Collateral Agent is hereby appointed as Collateral Agent in connection with the foregoing, and shall be entitled to all of the benefits, rights, privileges and immunities hereunder and under the other Loan Documents with respect to the foregoing. This amendment and restatement is limited as written and is not a consent to any other amendment, restatement or waiver or other modification, whether or not similar and, except as expressly provided herein or in any other Loan Document, all terms and conditions of the Loan Documents remain in full force and effect unless otherwise specifically amended hereby or by any other Loan Document. This Agreement shall not constitute a novation of the Existing Credit Agreement or of any other Loan Document (as defined in the Existing Credit Agreement) under the Existing Credit Agreement as in effect prior to the Effective Date and (ii) such “Obligations” are in all respects continuing with only the terms thereof being modified as provided in this Agreement and the Obligations hereunder are in renewal and extension of the obligations and indebtedness under the Existing Credit Agreement. Notwithstanding the modifications effected by this Agreement of the representations, warranties and covenants of the Borrower contained in the Existing Credit Agreement, the Borrower acknowledges and agrees that any causes of action or other rights created in favor of the Administrative Agent, any Issuing Bank or any Lender, in each case, arising out of the representations and warranties of the Borrower contained in or delivered in connection with the Existing Credit Agreement shall survive the execution, delivery and effectiveness of this Agreement to the extent provided in the Existing Credit Agreement prior to the termination thereof. All indemnification obligations of the Borrower arising under the Existing Credit Agreement (including any arising from a breach of the representations thereunder) shall survive to the extent provided in the Existing Credit Agreement prior to the termination thereof. In addition, as of the Effective Date, each Letter of Credit outstanding under the Existing Credit Agreement shall be deemed to have been issued under this Agreement).

Amendment and Restatement. In connection with On the amendment and restatement of the Existing Credit Agreement pursuant hereto, Borrower, Administrative Agent and the Lenders shall as of the Effective Date make adjustments to the outstanding principal amount of date hereof (the “Revolving Credit Loans” under the Existing Credit Agreement (as such term is defined therein) (but not any interest accrued thereon prior to the Effective Date or any accrued commitment fees under the Existing Credit Agreement prior to the Effective Restatement Date”), including the borrowing of additional Original Revolving Credit Loans hereunder and the repayment of “Revolving Credit Loans” under the Existing Credit Loan Agreement (as such term is defined therein) plus all applicable accrued interest, fees and expenses as shall be necessary to provide for Revolving Credit Loans amended, restated and superseded by each Lender in proportion to, and in any event not in excess of, the amount of its relevant Revolving Credit Commitment as of the Effective Date, but in no event shall such adjustment of any Eurodollar Loans entitle any Lender to any reimbursement under Section 2.16 hereof or Section 2.16 of the Existing Credit Agreement; provided that the foregoing is not intended to relieve Borrower for paying any such costs to lenders under the Existing Credit Agreement to the extent such lenders are not Lenders under this Agreement, and each Lender shall be deemed to have made an assignment of its outstanding Loans and commitments under the Existing Credit Agreement and assumed outstanding Loans and commitments of other Lenders under the Existing Credit Agreement as may be necessary to effect the foregoing. The parties hereto acknowledge and agree that (ia) this Agreement, any promissory notes the Revolving Credit Notes delivered pursuant to this Agreement (the “Restated Notes”) and the other Loan Documents Financing Agreements executed and delivered in connection herewith do not constitute a novation novation, payment and reborrowing, or termination of the “ObligationsLiabilities” (as defined in the Existing Credit Original Revolving Loan Agreement) under the Existing Credit Original Revolving Loan Agreement as in effect prior to the Effective Date and Restatement Date; (iib) such “ObligationsLiabilities” are in all respects continuing with only the terms thereof being amended and modified as provided in this Agreement; (c) the Liens granted in the Collateral pursuant to the Financing Agreements securing payment of such “Liabilities” are in all respects continuing and in full force and effect and secure the payment of the Liabilities (as defined in this Agreement) and are hereby fully ratified and affirmed; and (d) upon the effectiveness of this Agreement all loans outstanding under the Original Revolving Loan Agreement immediately before the effectiveness of this Agreement will be part of the Loans hereunder on the terms and conditions set forth in this Agreement. Without limitation on the foregoing, each of the Borrowers hereby fully and unconditionally ratifies and affirms all of the Financing Agreements, as amended, and agrees that all security interests granted to CIBC or the Administrative Agent in the Collateral thereunder shall from and after the date hereof secure all Liabilities hereunder but in favor of the Administrative Agent for the ratable benefit of the Lenders and the Obligations hereunder are in renewal and extension of the obligations and indebtedness under the Existing Credit AgreementAdministrative Agent. Notwithstanding the modifications effected by this Agreement of the representations, warranties and covenants of the Borrower Borrowers contained in the Existing Credit Original Revolving Loan Agreement, each of the Borrower Borrowers acknowledges and agrees that any causes of choses in action or other rights created in favor of CIBC or the Administrative Agent, any Issuing Bank or any Lender, in each case, Agent and its successors and assigns arising out of the representations and warranties of the Borrower Borrowers contained in or delivered (including representations and warranties delivered in connection with the Existing Credit Agreement making of the loans or other extensions of credit thereunder) in connection with the Original Loan Agreement, shall survive the execution, execution and delivery and effectiveness of this Agreement to the extent provided but in the Existing Credit Agreement prior to the termination thereof. All indemnification obligations favor of the Borrower arising under Lenders and the Existing Credit Agreement (including any arising from a breach of the representations thereunder) shall survive to the extent provided in the Existing Credit Agreement prior to the termination thereof. In additionAdministrative Agent; provided, as of the Effective Datehowever, each Letter of Credit outstanding under the Existing Credit Agreement shall be deemed to have been issued under this Agreement.that it is understood and agreed that -121-

Amendment and Restatement. In connection with This Agreement amends and restates in its entirety the 2014 Credit Agreement; and the Loan Parties confirm that the 2014 Credit Agreement, the other Loan Documents and the Collateral for the Obligations thereunder (as all such capitalized terms are defined in the 2014 Credit Agreement) have at all times, since the date of the execution and delivery of such documents, remained in full force and effect and continued to secure such obligations which are continued as the Obligations hereunder as amended hereby; and all such Collateral (as defined in the 2014 Credit Agreement) shall continue to secure the Obligations hereunder. The Loans hereunder are a continuation of the Loans under (and as such terms are defined in) the 2014 Credit Agreement. The Loan Parties, the Administrative Agent and the Lenders acknowledge and agree that the amendment and restatement of the Existing 2014 Credit Agreement pursuant heretoby this Agreement is not intended to constitute, Borrowernor does it constitute, Administrative Agent a novation, interruption, suspension of continuity, satisfaction, discharge or termination of the obligations, loans, liabilities, or indebtedness under the 2014 Credit Agreement and the Lenders shall as of the Effective Date make adjustments to the outstanding principal amount of the “Revolving Credit Loans” under the Existing Credit Agreement other Loan Documents (as such term is defined therein) (but not any interest accrued thereon prior thereunder or the collateral security therefor and this Agreement and the other Loan Documents are entitled to all rights and benefits originally pertaining to the Effective Date or any accrued commitment fees under the Existing 2014 Credit Agreement prior to the Effective Date), including the borrowing of additional Revolving Credit Loans hereunder and the repayment of “Revolving Credit Loans” under the Existing Credit Agreement other Loan Documents (as such term is defined therein) plus all applicable accrued interest, fees and expenses as shall be necessary to provide for Revolving Credit Loans by each Lender in proportion to, and in any event not in excess of). For the avoidance of doubt, the amount of its relevant Revolving Credit Commitment as of Loan Parties, the Effective Date, but in no event shall such adjustment of any Eurodollar Loans entitle any Lender to any reimbursement under Section 2.16 hereof or Section 2.16 of Administrative Agent and the Existing Credit Agreement; provided that the foregoing is not intended to relieve Borrower for paying any such costs to lenders under the Existing Credit Agreement to the extent such lenders are not Lenders under this Agreement, and each Lender shall be deemed to have made an assignment of its outstanding Loans and commitments under the Existing Credit Agreement and assumed outstanding Loans and commitments of other Lenders under the Existing Credit Agreement as may be necessary to effect the foregoing. The parties hereto acknowledge and agree that (i) upon execution of this AgreementAgreement by the parties hereto, any promissory notes delivered pursuant Hallador Energy Company shall be the Borrower hereunder and shall no longer be, and is hereby released as, a Guarantor under this Agreement and any other Loan Document (but shall be bound as a Borrower), and Sunrise Coal, LLC shall be a Guarantor hereunder and shall no longer be, and is hereby released as, the Borrower under this Agreement and any other Loan Documents executed and delivered in connection herewith do not constitute (but shall be bound as a novation or termination of the “Obligations” Guarantor). SCHEDULE 1.l(A) PRICING GRID-- VARIABLE PRICING AND LETTER OF CREDIT FEES BASED ON LEVERAGE RATIO (as defined in the Existing Credit AgreementPRICING EXPRESSED IN BASIS POINTS) under the Existing Credit Agreement as in effect prior to the Effective Date and (ii) such “Obligations” are in all respects continuing with only the terms thereof being modified as provided in this Agreement and the Obligations hereunder are in renewal and extension of the obligations and indebtedness under the Existing Credit Agreement. Notwithstanding the modifications effected by this Agreement of the representations, warranties and covenants of the Borrower contained in the Existing Credit Agreement, the Borrower acknowledges and agrees that any causes of action or other rights created in favor of the Administrative Agent, any Issuing Bank or any Lender, in each case, arising out of the representations and warranties of the Borrower contained in or delivered in connection with the Existing Credit Agreement shall survive the execution, delivery and effectiveness of this Agreement to the extent provided in the Existing Credit Agreement prior to the termination thereof. All indemnification obligations of the Borrower arising under the Existing Credit Agreement (including any arising from a breach of the representations thereunder) shall survive to the extent provided in the Existing Credit Agreement prior to the termination thereof. In addition, as of the Effective Date, each Level Leverage Ratio Letter of Credit outstanding under Fee Revolving Base Rate Spread Revolving LIBOR Rate Spread Term Loan Base Rate Spread Term Loan LIBOR Rate Spread Commitment Fee VI Greater than or equal to 3.0 to 1.0 400 300 400 300 400 50 V Greater than or equal to 2.5 to 1.0 but less than 3.0 to 1.0 350 250 350 250 350 50 IV Greater than or equal to 2.0 to 1.0 but less than 2.5 to 1.0 300 200 300 200 300 50 Ill Greater than or equal to 1.5 to 1.0 but less than 2.0 to 1.0 275 175 275 175 275 37.5 II Greater than or equal to 1.0 to 1.0 but less than 1.5to 1.0 250 150 250 150 250 37.5 I Less than 1.0 to 1.0 225 125 225 125 225 37.5 For purposes of determining the Existing Applicable Margin, Commitment Fee, and the Applicable Letter of Credit Agreement shall be deemed to have been issued under this Agreement.Fee Rate:

Amendment and Restatement. In connection with On the amendment and restatement of Restatement Effective Date, the Existing Credit Agreement pursuant heretoshall be amended and restated in its entirety by this Agreement, Borrower, Administrative Agent and the Lenders Existing Credit Agreement shall as thereafter be of no further force and effect, except to evidence (i) the incurrence by the Borrower of the Effective Date make adjustments to the outstanding principal amount of the “Revolving Credit Loans” obligations under the Existing Credit Agreement (whether or not such obligations are contingent as such term is defined thereinof the Restatement Effective Date), (ii) (but not any interest accrued thereon the representations and warranties made by the Borrower prior to the Restatement Effective Date and (iii) any action or omission performed or required to be performed pursuant to such Existing Credit Agreement prior to the Restatement Effective Date (including any failure, prior to the Restatement Effective Date, to comply with the covenants contained in such Existing Credit Agreement). The amendments and restatements set forth herein shall not cure any breach thereof or any accrued commitment fees “Default” or “Event of Default” under and as defined in the Existing Credit Agreement prior to the Restatement Effective Date), including . It is the borrowing intention of additional Revolving Credit Loans hereunder and each of the repayment of “Revolving Credit Loans” under parties hereto that the Existing Credit Agreement (be amended and restated hereunder so as such term is defined therein) plus to preserve the perfection and priority of all applicable accrued interest, fees Liens securing the Secured Obligations under the Loan Documents and expenses as that all Secured Obligations of the Borrower and the Subsidiary Guarantors hereunder shall continue to be necessary to provide for Revolving Credit Loans secured by each Lender in proportion toLiens evidenced under the Security Documents, and in any event not in excess of, the amount of its relevant Revolving Credit Commitment as of the Effective Date, but in no event shall such adjustment of any Eurodollar Loans entitle any Lender to any reimbursement under Section 2.16 hereof or Section 2.16 of the Existing Credit Agreement; provided that the foregoing is not intended to relieve Borrower for paying any such costs to lenders under the Existing Credit Agreement to the extent such lenders are not Lenders under this Agreement, and each Lender shall be deemed to have made an assignment of its outstanding Loans and commitments under the Existing Credit Agreement and assumed outstanding Loans and commitments of other Lenders under the Existing Credit Agreement as may be necessary to effect the foregoing. The parties hereto acknowledge and agree that (i) this Agreement, any promissory notes delivered pursuant this Agreement and the other Loan Documents executed and delivered in connection herewith do does not constitute a novation or termination of the “Obligations” (as defined in the Existing Credit Agreement) under the Existing Credit Agreement as in effect prior to the Effective Date Indebtedness and (ii) such “Obligations” are in all respects continuing with only the terms thereof being modified as provided in this Agreement and the Obligations hereunder are in renewal and extension of the obligations and indebtedness existing under the Existing Credit Agreement. Notwithstanding the modifications effected by The terms and conditions of this Agreement and the Administrative Agent’s and the Lenders’ rights and remedies under this Agreement and the other Loan Documents shall 178 apply to all of the representations, warranties and covenants of the Borrower contained in obligations incurred under the Existing Credit Agreement. This amendment and restatement is limited as written and is not a consent to any other amendment, the Borrower acknowledges and agrees that restatement or waiver, whether or not similar and, unless specifically amended hereby or by any causes of action or other rights created in favor Loan Document, each of the Administrative AgentLoan Documents shall continue in full force and effect and, any Issuing Bank or any Lender, in each case, arising out of from and after the representations and warranties of the Borrower contained in or delivered in connection with the Existing Credit Agreement shall survive the execution, delivery and effectiveness of this Agreement to the extent provided in the Existing Credit Agreement prior to the termination thereof. All indemnification obligations of the Borrower arising under the Existing Credit Agreement (including any arising from a breach of the representations thereunder) shall survive to the extent provided in the Existing Credit Agreement prior to the termination thereof. In addition, as of the Restatement Effective Date, each Letter of all references to the “Credit outstanding under the Existing Credit Agreement Agreement” contained therein shall be deemed to have been issued under refer to this Agreement.. 179 ANNEX B See attached. Schedule 1.01(a) Approved Dealers and Approved Pricing Services APPROVED DEALERS Antares Capital Ares Management BNP Paribas SA Bank of America Xxxxxxx Xxxxx Barclays Bank PLC BMO Capital Markets Bank of NY Mellon (BNYM Capital Markets) BTIG LLC Cantor Xxxxxxxxxx & Co. Citigroup Global Markets Inc. Citicorp Securities Services, Inc. Credit Agricole Credit Suisse Securities (USA) LLC Daiwa Capital Markets America Inc. Deutsche Bank Securities Inc. FBR Capital Markets & Co. Fidelity Brokerage Services LLC Fifth Third Bank Xxxxxxx, Sachs & Co. Xxxxx Capital Guggenheim Securities LLC HSBC Securities (USA) Inc. Imperial Capital LLC ING Financial Markets LLC Xxxxxxxxx & Company, Inc. X.X. Xxxxxx Securities Inc. Lazard Ltd. Macquarie Capital USA Inc. Mitsubishi UFJ Securities USA Inc. Mizuho Securities USA Inc. Xxxxxx Xxxxxxx & Co. Incorporated Xxxxxx Xxxxxxx Xxxxx Xxxxxx Xxxxxx Securities International, Inc. RBC Capital Markets RBS Securities Inc. XX Xxxxx Scotia Bank Societe General SunTrust Banks UBS Financial Services Inc. UBS Securities LLC Xxxxx Fargo Advisors, LLC Xxxxx Fargo Securities, LLC Xxxxx Fargo Investments, LLC APPROVED PRICING SERVICES Bloomberg ICE Data Services Interactive Data Corporation International Data Corporation Reuters Loan Pricing Corporation Markit Group Limited Schedule 1.01(b) Commitments On file with the Administrative Agent. Schedule 1.01(c) [Intentionally Omitted] Schedule 1.01(d) Eligibility Criteria

Amendment and Restatement. In The Company, the Foreign Subsidiary Borrowers, the Lenders and the Administrative Agent agree that, upon (i) the execution and delivery of this Agreement by each of the parties hereto and (ii) satisfaction (or waiver by the aforementioned parties) of the conditions precedent set forth in Section 5.1, the terms and provisions of the Existing Credit Agreement shall be and hereby are amended, superseded and restated in their entirety by the terms and provisions of this Agreement. This Agreement is not intended to and shall not constitute a novation of the Existing Credit Agreement or the Indebtedness created thereunder. The commitments to extend credit of each Lender that is a party to the Existing Credit Agreement shall, on the Closing Date, automatically be deemed amended and the only commitments to extend credit shall be those hereunder. Without limiting the foregoing, upon the effectiveness hereof: (a) all loans and letters of credit incurred under the Existing Credit Agreement which are outstanding on the Closing Date shall continue as Loans and Letters of Credit under (and shall be governed by the terms of) this 150 Agreement and the other Loan Documents, (b) all references in the “Loan Documents” (as defined in the Existing Credit Agreement) to the “Administrative Agent”, the “Credit Agreement” and the “Loan Documents” shall be deemed to refer to the Administrative Agent, this Agreement and the Loan Documents, respectively, (c) all obligations constituting “Obligations” under the Existing Credit Agreement with any Lender or any Affiliate of any Lender which are outstanding on the Closing Date shall continue as Obligations under this Agreement and the other Loan Documents, (d) any promissory note issued under the Existing Credit Agreement shall be deemed for all purposes superseded and replaced by the promissory notes (if any) issued to such Lender under this Agreement, (e) any obligations under the “Fee Letters” (as defined in the Existing Credit Agreement) shall be of no further force and effect and such Fee Letters are hereby terminated, and (f) the Administrative Agent shall make such reallocations, sales, assignments or other relevant actions in respect of each Lender’s credit and loan exposure under the Existing Credit Agreement as are necessary in order that each such Lender’s Revolving Credit Obligations are equal to its Pro Rata Share of the aggregate Revolving Credit Obligations on the Closing Date and the Borrowers hereby agree to compensate each Lender for reasonable and documented costs and out-of-pocket expenses incurred by such Lender in connection with the sale and assignment of any Eurocurrency Rate Loans on the terms and in the manner set forth in Section 4.4 hereof. Each Lender hereby confirms the Administrative Agent’s authority to enter into such additional reaffirmations of, or any amendments to, amendments and restatements of, or other modifications to, the other existing Loan Documents as the Administrative Agent shall approve in its sole discretion, in connection with the amendment and restatement of the Existing Credit Agreement pursuant heretoso long as such amendments, Borrower, Administrative Agent and restatements or other modifications do not contain any material modifications adverse to the Lenders shall (and, for the avoidance of doubt, such modifications may include the addition or removal of Obligor Groups and other changes that are otherwise permitted by the Administrative Agent’s authority under or with respect to such existing Loan Documents or are consistent with changes in provisions included in this Agreement as of the Effective Date make adjustments compared to the outstanding principal amount of the “Revolving Credit Loans” under the Existing Credit Agreement (as such term is defined therein) (but not any interest accrued thereon prior to the Effective Date or any accrued commitment fees under the Existing Credit Agreement prior to the Effective Date), including the borrowing of additional Revolving Credit Loans hereunder and the repayment of “Revolving Credit Loans” under the Existing Credit Agreement (as such term is defined therein) plus all applicable accrued interest, fees and expenses as shall be necessary to provide for Revolving Credit Loans by each Lender in proportion to, and in any event not in excess of, the amount of its relevant Revolving Credit Commitment as of the Effective Date, but in no event shall such adjustment of any Eurodollar Loans entitle any Lender to any reimbursement under Section 2.16 hereof or Section 2.16 provisions of the Existing Credit Agreement; provided that the foregoing is not intended to relieve Borrower for paying any such costs to lenders under the Existing Credit Agreement to the extent such lenders are not Lenders under this Agreement, and each Lender shall be deemed to have made an assignment of its outstanding Loans and commitments under the Existing Credit Agreement and assumed outstanding Loans and commitments of other Lenders under the Existing Credit Agreement as may be necessary to effect the foregoing). The parties hereto acknowledge and agree that (i) this Agreement, any promissory notes delivered pursuant this Agreement and the other Loan Documents executed and delivered in connection herewith do not constitute a novation or termination of the “Obligations” (as defined in the Existing Credit Agreement) under the Existing Credit Agreement as in effect prior to the Effective Date and (ii) such “Obligations” are in all respects continuing with only the terms thereof being modified as provided in this Agreement and the Obligations hereunder are in renewal and extension of the obligations and indebtedness under the Existing Credit Agreement. Notwithstanding the modifications effected by this Agreement of the representations, warranties and covenants of the Borrower contained in the Existing Credit Agreement, the Borrower acknowledges and agrees that any causes of action or other rights created in favor of the Administrative Agent, any Issuing Bank or any Lender, in each case, arising out of the representations and warranties of the Borrower contained in or delivered in connection with the Existing Credit Agreement shall survive the execution, delivery and effectiveness remainder of this Agreement to the extent provided in the Existing Credit Agreement prior to the termination thereof. All indemnification obligations of the Borrower arising under the Existing Credit Agreement (including any arising from a breach of the representations thereunder) shall survive to the extent provided in the Existing Credit Agreement prior to the termination thereof. In addition, as of the Effective Date, each Letter of Credit outstanding under the Existing Credit Agreement shall be deemed to have been issued under this Agreementpage is intentionally blank.

Amendment and Restatement. In connection with order to facilitate this amendment and restatement and otherwise to effectuate the desires of the Borrowers, the Administrative Agent and the Lenders: The Borrowers, the Administrative Agent and the Lenders hereby agree that, on the Closing Date, the terms and provisions of the Existing Credit Agreement shall be and hereby are amended and restated in their entirety by the terms, conditions and provisions of this Agreement, and the terms and provisions of the Existing Credit Agreement, except as otherwise expressly provided herein, shall be superseded by this Agreement. Notwithstanding this amendment and restatement of the Existing Credit Agreement pursuant heretoAgreement, Borrowerincluding anything in this Section 10.22, Administrative Agent and the Lenders shall as of the Effective Date make adjustments to the outstanding principal amount of the any related “Revolving Credit LoansLoan Documents” under the Existing Credit Agreement (as such term is defined therein) (but not any interest accrued thereon prior to the Effective Date or any accrued commitment fees under the Existing Credit Agreement prior to the Effective Date), including the borrowing of additional Revolving Credit Loans hereunder and the repayment of “Revolving Credit Loans” under the Existing Credit Agreement (as such term is defined therein) plus all applicable accrued interest, fees and expenses as shall be necessary to provide for Revolving Credit Loans by each Lender in proportion to, and in any event not in excess of, the amount of its relevant Revolving Credit Commitment as of the Effective Date, but in no event shall such adjustment of any Eurodollar Loans entitle any Lender to any reimbursement under Section 2.16 hereof or Section 2.16 of the Existing Credit Agreement; provided that the foregoing is not intended to relieve Borrower for paying any such costs to lenders under the Existing Credit Agreement to the extent such lenders are not Lenders under this Agreement, and each Lender shall be deemed to have made an assignment of its outstanding Loans and commitments under the Existing Credit Agreement and assumed outstanding Loans and commitments of other Lenders under the Existing Credit Agreement referred to herein, individually or collectively, as may be necessary to effect the foregoing. The parties hereto acknowledge and agree that (i) this Agreement, any promissory notes delivered pursuant this Agreement and the other Loan Documents executed and delivered in connection herewith do not constitute a novation or termination of the “Obligations” Prior Loan Documents”), (a) all Obligations (as defined in the Existing Credit Agreement) under the Existing Credit Agreement as in effect prior to the Effective Date and (ii) such “Obligations” are in all respects continuing with only the terms thereof being modified as provided in this Agreement and the Obligations hereunder are in renewal and extension of the obligations and indebtedness under the Existing Credit Agreement. Notwithstanding the modifications effected by this Agreement of the representations, warranties and covenants of the Borrower contained in the Existing Credit Agreement, the Borrower acknowledges and agrees that any causes of action or other rights created in favor of the Administrative Agent, any Issuing Bank or any Lender, in each case, arising out of the representations and warranties of the Borrower contained in or delivered in connection with the Existing Credit Agreement shall survive the execution, delivery and effectiveness of this Agreement to the extent provided in the Existing Credit Agreement prior to the termination thereof. All indemnification obligations of the Borrower arising under the Existing Credit Agreement (including any arising from a breach of the representations thereunder) shall survive to the extent provided in the Existing Credit Agreement prior to the termination thereof. In addition, as of the Effective Date, each Letter of Credit outstanding under the Existing Credit Agreement and other Prior Loan Documents (the “Existing Obligations”) shall continue as Obligations hereunder to the extent not repaid on or before the Closing Date, (b) each of this Agreement and the Notes and any other Loan Document (as defined herein) that is amended and restated in connection with this Agreement is given as a substitution for, and not as a payment of, the indebtedness, liabilities and Existing Obligations of the Borrowers and each Loan Party under the Existing Credit Agreement or any other Prior Loan Document and (c) neither the execution and delivery of such documents nor the consummation of any other 67484784_12 transaction contemplated hereunder is intended to constitute a novation of the Existing Credit Agreement or of any of the other Prior Loan Documents or any obligations thereunder. The parties hereby agree that (i) on the Closing Date, the Commitments shall be deemed to have been issued as set forth in Schedule 2.01 and (ii) the transactions contemplated under this Section 10.22 shall not give rise to any obligation of the Borrowers to make any payment under Section 3.04 or 3.05 of the Existing Credit Agreement (other than with respect to obligations to make such payments to any lender party to the Existing Credit Agreement who is not also a party to this Agreement).

Amendment and Restatement. In connection with This Agreement amends and restates in its entirety the 2014 Credit Agreement; and the Loan Parties confirm that the 2014 Credit Agreement, the other Loan Documents and the Collateral for the Obligations thereunder (as all such capitalized terms are defined in the 2014 Credit Agreement) have at all times, since the date of the execution and delivery of such documents, remained in full force and effect and continued to secure such obligations which are continued as the Obligations hereunder as amended hereby; and all such Collateral (as defined in the 2014 Credit Agreement) shall continue to secure the Obligations hereunder. The Loans hereunder are a continuation of the Loans under (and as such terms are defined in) the 2014 Credit Agreement. The Loan Parties, the Administrative Agent and the Lenders acknowledge and agree that the amendment and restatement of the Existing 2014 Credit Agreement pursuant heretoby this Agreement is not intended to constitute, Borrowernor does it constitute, Administrative Agent a novation, interruption, suspension of continuity, satisfaction, discharge or termination of the obligations, loans, liabilities, or indebtedness under the 2014 Credit Agreement and the Lenders shall as of the Effective Date make adjustments to the outstanding principal amount of the “Revolving Credit Loans” under the Existing Credit Agreement other Loan Documents (as such term is defined therein) (but not any interest accrued thereon prior thereunder or the collateral security therefor and this Agreement and the other Loan Documents are entitled to all rights and benefits originally pertaining to the Effective Date or any accrued commitment fees under the Existing 2014 Credit Agreement prior to the Effective Date), including the borrowing of additional Revolving Credit Loans hereunder and the repayment of “Revolving Credit Loans” under the Existing Credit Agreement other Loan Documents (as such term is defined therein) plus all applicable accrued interest, fees and expenses as shall be necessary to provide for Revolving Credit Loans by each Lender in proportion to, and in any event not in excess of). For the avoidance of doubt, the amount of its relevant Revolving Credit Commitment as of Loan Parties, the Effective Date, but in no event shall such adjustment of any Eurodollar Loans entitle any Lender to any reimbursement under Section 2.16 hereof or Section 2.16 of Administrative Agent and the Existing Credit Agreement; provided that the foregoing is not intended to relieve Borrower for paying any such costs to lenders under the Existing Credit Agreement to the extent such lenders are not Lenders under this Agreement, and each Lender shall be deemed to have made an assignment of its outstanding Loans and commitments under the Existing Credit Agreement and assumed outstanding Loans and commitments of other Lenders under the Existing Credit Agreement as may be necessary to effect the foregoing. The parties hereto acknowledge and agree that (i) upon execution of this AgreementAgreement by the parties hereto, any promissory notes delivered pursuant Hallador Energy Company shall be the Borrower hereunder and shall no longer be, and is hereby released as, a Guarantor under this Agreement and any other Loan Document (but shall be bound as a Borrower), and Sunrise Coal, LLC shall be a Guarantor hereunder and shall no longer be, and is hereby released as, the Borrower under this Agreement and any other Loan Documents executed and delivered in connection herewith do not constitute (but shall be bound as a novation or termination Guarantor). [Signature Pages Intentionally Omitted] Table of the “Obligations” Contents SCHEDULE 1.1(A) PRICING GRID-- VARIABLE PRICING AND LETTER OF CREDIT FEES BASED ON LEVERAGE RATIO (as defined in the Existing Credit AgreementPRICING EXPRESSED IN BASIS POINTS) under the Existing Credit Agreement as in effect prior to the Effective Date and (ii) such “Obligations” are in all respects continuing with only the terms thereof being modified as provided in this Agreement and the Obligations hereunder are in renewal and extension of the obligations and indebtedness under the Existing Credit Agreement. Notwithstanding the modifications effected by this Agreement of the representations, warranties and covenants of the Borrower contained in the Existing Credit Agreement, the Borrower acknowledges and agrees that any causes of action or other rights created in favor of the Administrative Agent, any Issuing Bank or any Lender, in each case, arising out of the representations and warranties of the Borrower contained in or delivered in connection with the Existing Credit Agreement shall survive the execution, delivery and effectiveness of this Agreement to the extent provided in the Existing Credit Agreement prior to the termination thereof. All indemnification obligations of the Borrower arising under the Existing Credit Agreement (including any arising from a breach of the representations thereunder) shall survive to the extent provided in the Existing Credit Agreement prior to the termination thereof. In addition, as of the Effective Date, each Level Leverage Ratio Letter of Credit outstanding under Fee Revolving Base Rate Spread Revolving LIBOR Rate Spread Term Loan Base Rate Spread Term Loan LIBOR Rate Spread Commitment Fee IV Greater than or equal to 3.0 to 1.0 400 300 400 300 400 50 III Greater than or equal to 2.5 to 1.0 but less than 3.0 to 1.0 350 250 350 250 350 50 II Greater than or equal to 2.0 to 1.0 but less than 2.5 to 1.0 300 200 300 200 300 50 I Less than 2.0 to 1.0 275 175 275 175 275 37.5 For purposes of determining the Existing Applicable Margin, Commitment Fee, and the Applicable Letter of Credit Agreement shall be deemed to have been issued under this Agreement.Fee Rate:

Amendment and Restatement. In connection with The Borrower, the amendment Banks and restatement the Administrative Agent agree that, upon (i) the execution and delivery of this Agreement by each of the parties hereto and (ii) satisfaction (or waiver by the aforementioned parties) of the conditions precedent set forth in Sections 6.1 and 6.2, the terms and provisions of the Existing Credit Agreement pursuant hereto, Borrower, Administrative Agent and the Lenders shall as of the Effective Date make adjustments to the outstanding principal amount of the “Revolving Credit Loans” under the Existing Credit Agreement (as such term is defined therein) (but not any interest accrued thereon prior to the Effective Date or any accrued commitment fees under the Existing Credit Agreement prior to the Effective Date), including the borrowing of additional Revolving Credit Loans hereunder and the repayment of “Revolving Credit Loans” under the Existing Credit Agreement (as such term is defined therein) plus all applicable accrued interest, fees and expenses as shall be necessary to provide for Revolving Credit Loans and hereby are amended, superseded and restated in their entirety by each Lender in proportion to, the terms and in any event not in excess of, the amount provisions of its relevant Revolving Credit Commitment as of the Effective Date, but in no event shall such adjustment of any Eurodollar Loans entitle any Lender to any reimbursement under Section 2.16 hereof or Section 2.16 of the Existing Credit this Agreement; provided that the foregoing . This Agreement is not intended to relieve Borrower for paying any such costs to lenders under the Existing Credit Agreement to the extent such lenders are not Lenders under this Agreement, and each Lender shall be deemed to have made an assignment of its outstanding Loans and commitments under the Existing Credit Agreement and assumed outstanding Loans and commitments of other Lenders under the Existing Credit Agreement as may be necessary to effect the foregoing. The parties hereto acknowledge and agree that (i) this Agreement, any promissory notes delivered pursuant this Agreement and the other Loan Documents executed and delivered in connection herewith do not constitute a novation novation, payment and reborrowing or termination of the “Obligations” under (and as defined in) the Existing Credit Agreement and the other Credit Documents as in effect prior to the date hereof or the Indebtedness created thereunder. All “Loans” made and “Obligations” incurred under (and defined in) the Existing Credit Agreement which are outstanding on the Restatement Effective Date shall constitute Loans and Obligations, respectively, under (and shall be governed by the terms of) this Agreement and the other Credit Documents. The commitment of each Bank that is a party to the Existing Credit Agreement, shall on the date hereof, automatically be deemed amended and the only commitments shall be those hereunder. Without limiting the foregoing, upon the effectiveness hereof: (a) all references in the “Credit Documents” (as defined in the Existing Credit Agreement) to the “Credit Agreement” and the “Credit Documents” shall be deemed to refer to this Agreement and the Credit Documents, (b) all obligations constituting “Obligations” under the Existing Credit Agreement with any Bank or any Affiliate of any Bank which are outstanding on the date hereof shall continue as Obligations under this Agreement and the other Credit Documents and (c) the Administrative Agent shall make such reallocations, sales, assignments or other relevant actions in respect of each Bank’s credit and loan exposure under the Existing Credit Agreement as are necessary in effect prior order that Obligations in respect of Loans, interest and fees due and payable to a Bank hereunder reflect such Bank’s Commitments on the Effective Date and (ii) such “Obligations” are in all respects continuing with only the terms thereof being modified as provided in this Agreement and the Obligations hereunder are in renewal and extension of the obligations and indebtedness under the Existing Credit Agreement. Notwithstanding the modifications effected by this Agreement of the representations, warranties and covenants of the Borrower contained in the Existing Credit Agreement, the Borrower acknowledges and agrees that any causes of action or other rights created in favor of the Administrative Agent, any Issuing Bank or any Lender, in each case, arising out of the representations and warranties of the Borrower contained in or delivered in connection with the Existing Credit Agreement shall survive the execution, delivery and effectiveness of this Agreement to the extent provided in the Existing Credit Agreement prior to the termination thereof. All indemnification obligations of the Borrower arising under the Existing Credit Agreement (including any arising from a breach of the representations thereunder) shall survive to the extent provided in the Existing Credit Agreement prior to the termination thereof. In addition, as of the Effective Date, each Letter of Credit outstanding under the Existing Credit Agreement shall be deemed to have been issued under this Agreementdate hereof.

Amendment and Restatement. In connection with the amendment and restatement of the Existing Credit Agreement pursuant hereto, Borrower, Administrative Agent and the Lenders shall as of the Effective Date make adjustments to the outstanding principal amount of the “Revolving Credit Loans” under the Existing Credit Agreement (as such term is defined therein) (but not any interest accrued thereon prior to the Effective Date or any accrued commitment fees under the Existing Credit Agreement prior to the Effective Date), including the borrowing of additional Revolving Credit Loans hereunder and the repayment of “Revolving Credit Loans” under the Existing Credit Agreement (as such term is defined therein) plus all applicable accrued interest, fees and expenses as shall be necessary to provide for Revolving Credit Loans by each Lender in proportion to, and in any event not in excess of, the amount of its relevant Revolving Credit Commitment as of On the Effective Date, but the Existing Loan Documents (other than the Terminated Guaranty Agreements) shall be amended and restated in no event their entirety by this Agreement and (a) all references to such Existing Loan Documents in any Loan Document other than this Agreement (including in any amendment, waiver or consent) shall be deemed to refer to such adjustment of any Eurodollar Loans entitle any Lender Existing Loan Documents as amended and restated hereby and (b) all references to any reimbursement under Section 2.16 hereof section (or Section 2.16 subsection) of such Existing Loan Documents in any Loan Document (but not herein) shall be amended to be, mutatis mutandis, references to the Existing Credit corresponding provisions of this Agreement; provided that the foregoing . This Agreement is not intended to relieve Borrower for paying constitute, and does not constitute, a novation of the obligations and liabilities under such Existing Loan Documents (including the Obligations) or to evidence payment of all or any portion of such costs to lenders under obligations and liabilities. On the Effective Date, the Terminated Guaranty Agreements shall be terminated and of no further force and effect. On and after the Effective Date, (a) the Existing Credit Agreement to Loan Documents (other than the extent such lenders are not Lenders under this Agreement, and each Lender Terminated Guaranty Agreements) shall be deemed of no further force and effect except to have made an assignment of its outstanding Loans and commitments under the Existing Credit Agreement and assumed outstanding Loans and commitments of other Lenders under the Existing Credit Agreement as may be necessary to effect the foregoing. The parties hereto acknowledge and agree that evidence (i) this Agreement, any promissory notes delivered pursuant this Agreement and the other Loan Documents executed and delivered in connection herewith do not constitute a novation or termination incurrence of the “Obligations” (under and as defined in therein and (ii) the Existing representations and warranties made by any Credit Agreement) under the Existing Credit Agreement as in effect Party prior to the Effective Date and (iib) such “Obligations” are in all respects continuing with only the terms thereof being modified as provided in and conditions of this Agreement and rights and remedies under the Loan Documents (other than the Terminated Guaranty Agreements), shall apply to all Obligations hereunder are in renewal and extension of the obligations and indebtedness incurred under the Existing Loan Documents and the Notes issued thereunder. Each Borrower and each Credit Agreement. Notwithstanding Party reaffirms the modifications effected by this Agreement of the representations, warranties and covenants of the Borrower contained in Liens granted pursuant to the Existing Credit Agreement, Loan Documents and the Borrower acknowledges and agrees that any causes of action or other rights created Intellectual Property Security Agreements in favor of BHI and confirms that such Liens are in favor of Agent for the Administrative Agent, any Issuing Bank or any Lender, benefit of Secured Parties which Liens shall continue in each case, arising out full force and effect in favor of Agent for the representations and warranties benefit of Secured Parties during the Borrower contained in or delivered in connection with the Existing Credit Agreement shall survive the execution, delivery and effectiveness term of this Agreement and any renewals or extensions thereof and shall continue to secure the extent provided in the Existing Credit Agreement prior to the termination thereof. All indemnification obligations of the Borrower arising under the Existing Credit Agreement (including any arising from a breach of the representations thereunder) shall survive to the extent provided in the Existing Credit Agreement prior to the termination thereof. In addition, as of the Effective Date, each Letter of Credit outstanding under the Existing Credit Agreement shall be deemed to have been issued under this AgreementObligations.

Amendment and Restatement. In connection with This Agreement and the amendment Notes are given in amendment, consolidation, restatement, renewal and restatement extension (but not in novation, extinguishment or satisfaction) of the Existing Credit Original Agreement pursuant hereto, Borrower, Administrative Agent and the Lenders shall as promissory notes issued in connection therewith. All Liens and security interests securing payment of the Effective Date make adjustments obligations under the Original Agreement and such promissory notes are hereby collectively renewed, extended, rearranged, ratified and brought forward as security for the payment and performance of the Obligations. With respect to matters relating to the outstanding principal amount period prior to the date hereof, all of the “Revolving Credit Loans” under provisions of the Existing Credit Original Agreement (as amended hereby), and the security agreements and other documents, instruments or agreements executed in connection therewith, are each hereby ratified and confirmed and shall remain in force and effect. This Agreement shall not constitute a waiver by Agent and Lenders of any Default or Event of Default (each such term is as defined in the Original Agreement) under the Original Agreement and the Loan Documents (as defined therein) (but not any interest accrued thereon that existed on or prior to the Effective Restated Closing Date or any accrued commitment fees under (and not otherwise expressly waived in writing by the Existing Credit Agreement prior to the Effective Date), including the borrowing of additional Revolving Credit Loans hereunder and the repayment of “Revolving Credit Loans” under the Existing Credit Agreement (as such term is defined therein) plus all applicable accrued interest, fees and expenses as shall be necessary to provide for Revolving Credit Loans by each Lender in proportion to, and in any event not in excess of, the amount of its relevant Revolving Credit Commitment as of the Effective Date, but in no event shall such adjustment of any Eurodollar Loans entitle any Lender to any reimbursement under Section 2.16 hereof or Section 2.16 of the Existing Credit Agreement; provided that the foregoing is not intended to relieve Borrower for paying any such costs to lenders under the Existing Credit Agreement to the extent such lenders are not Lenders under this Agreement, and each Lender shall be deemed to have made an assignment of its outstanding Loans and commitments under the Existing Credit Agreement and assumed outstanding Loans and commitments of other Lenders under the Existing Credit Agreement as may be necessary to effect the foregoing. The parties hereto acknowledge and agree that (i) this Agreement, any promissory notes delivered pursuant this Agreement and the other Loan Documents executed and delivered in connection herewith do not constitute a novation or termination of the “Obligations” (as defined in the Existing Credit Original Agreement)) under the Existing Credit Agreement as in effect immediately prior to the Effective Date and (ii) such “Obligations” are in all respects continuing with only effectiveness hereof. Amended & Restated Credit Agreement [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK; SIGNATURE PAGES FOLLOW.] Amended & Restated Credit Agreement Each of the terms thereof being modified as provided in parties has signed this Agreement and the Obligations hereunder are in renewal and extension of the obligations and indebtedness under the Existing Credit Agreement. Notwithstanding the modifications effected by this Agreement of the representations, warranties and covenants of the Borrower contained in the Existing Credit Agreement, the Borrower acknowledges and agrees that any causes of action or other rights created in favor of the Administrative Agent, any Issuing Bank or any Lender, in each case, arising out of the representations and warranties of the Borrower contained in or delivered in connection with the Existing Credit Agreement shall survive the execution, delivery and effectiveness of this Agreement to the extent provided in the Existing Credit Agreement prior to the termination thereof. All indemnification obligations of the Borrower arising under the Existing Credit Agreement (including any arising from a breach of the representations thereunder) shall survive to the extent provided in the Existing Credit Agreement prior to the termination thereof. In addition, as of the Effective Dateday and year first above written. ATTEST: GEOKINETICS INC., each Letter of Credit outstanding under the Existing as Borrowing Agent and as a Borrower /s/ Cxxx Xx By: /s/ Sxxxx X. XxXxxxx Name: Sxxxx X. XxXxxxx Title: Vice President ATTEST: GEOPHYSICAL DEVELOPMENT CORPORATION, as a Borrower /s/ Cxxx Xx By: /s/ Sxxxx X. XxXxxxx Name: Sxxxx X. XxXxxxx Title: Vice President ATTEST: QUANTUM GEOPHYSICAL, INC., as a Borrower /s/ Cxxx Xx By: /s/ Sxxxx X. XxXxxxx Name: Sxxxx X. XxXxxxx Title: Vice President ATTEST: GEOKINETICS EXPLORATION INC. (f/k/a Trace Energy Services Ltd.), as a Borrower /s/ Cxxx Xx By: /s/ Sxxxx X. XxXxxxx Name: Sxxxx X. XxXxxxx Title: Vice President Amended & Restated Credit Agreement shall be deemed to have been issued under this ATTEST: TRACE ENERGY SERVICES, INC., as a Borrower /s/ Cxxx Xx By: /s/ Sxxxx X. XxXxxxx Name: Sxxxx X. XxXxxxx Title: Vice President ATTEST: GEOKINETICS HOLDINGS, INC., as a Borrower /s/ Cxxx Xx By: /s/ Sxxxx X. XxXxxxx Name: Sxxxx X. XxXxxxx Title: Vice President ATTEST: GRANT GEOPHYSICAL, INC., as a Borrower /s/ Cxxx Xx By: /s/ Sxxxx X. XxXxxxx Name: Sxxxx X. XxXxxxx Title: Vice President ATTEST: GRANT GEOPHYSICAL (INT’L), INC., as a Borrower /s/ Cxxx Xx By: /s/ Sxxxx X. XxXxxxx Name: Sxxxx X. XxXxxxx Title: Vice President ATTEST: GRANT GEOPHYSICAL CORP., as a Borrower /s/ Cxxx Xx By: /s/ Sxxxx X. XxXxxxx Name: Sxxxx X. XxXxxxx Title: Vice President Amended & Restated Credit Agreement ATTEST: ADVANCED SEISMIC TECHNOLOGY, INC., as a Borrower /s/ Cxxx Xx By: /s/ Sxxxx X. XxXxxxx Name: Sxxxx X. XxXxxxx Title: Vice President Amended & Restated Credit Agreement PNC BANK, NATIONAL ASSOCIATION, as Lender and as Agent By: Txxxxxxx X. XxXxxxxx Vice President Commitment Percentage: 100% Amended & Restated Credit Agreement LIST OF EXHIBITS AND SCHEDULES Exhibits Exhibit 1.2 Borrowing Base Certificate Exhibit 2.1(a) Revolving Credit Note Exhibit 2.4(a) CapEx Note Exhibit 5.5(b) Financial Projections Exhibit 8.1(k) Financial Condition Certificate Exhibit 16.3 Commitment Transfer Supplement Schedules Schedule 1.2 Permitted Encumbrances Schedule 4.5 Equipment and Inventory Locations Schedule 4.15(c) Chief Executive Office Locations Schedule 4.15(h) Deposit and Investment Accounts Schedule 4.19 Real Property Schedule 5.1 Consents Schedule 5.2(a) States of Qualification and Good Standing Schedule 5.2(b) Subsidiaries Schedule 5.4 Federal Tax Identification Number Schedule 5.6 Prior Names Schedule 5.7 Environmental Schedule 5.8(b) Schedule 5.8(d) Litigation Plans Schedule 5.9 Intellectual Property, Source Code Escrow Agreements Schedule 5.10 Licenses and Permits Schedule 5.14 Labor Disputes Schedule 7.3 Guarantees Schedule 7.8 Permitted Indebtedness Amended & Restated Credit Agreement.

Amendment and Restatement. In connection with This Agreement amends and restates in its entirety the amendment and restatement of the Existing Credit Original Agreement pursuant hereto, Borrower, Administrative Agent and the Lenders shall effective as of the Effective Date make adjustments date hereof. Anything contained herein to the outstanding principal amount of the “Revolving Credit Loans” under the Existing Credit contrary notwithstanding, this Agreement (as such term is defined therein) (but not any interest accrued thereon prior to the Effective Date or any accrued commitment fees under the Existing Credit Agreement prior to the Effective Date), including the borrowing of additional Revolving Credit Loans hereunder and the repayment of “Revolving Credit Loans” under the Existing Credit Agreement (as such term is defined therein) plus all applicable accrued interest, fees and expenses as shall be necessary to provide for Revolving Credit Loans by each Lender in proportion to, and in any event not in excess of, the amount of its relevant Revolving Credit Commitment as of the Effective Date, but in no event shall such adjustment of any Eurodollar Loans entitle any Lender to any reimbursement under Section 2.16 hereof or Section 2.16 of the Existing Credit Agreement; provided that the foregoing is not intended to relieve Borrower for paying any such costs to lenders under the Existing Credit Agreement to the extent such lenders are and shall not Lenders under this Agreement, and each Lender shall be deemed to have made an assignment of its outstanding Loans and commitments under the Existing Credit Agreement and assumed outstanding Loans and commitments of other Lenders under the Existing Credit Agreement as may be necessary serve to effect the foregoing. The parties hereto acknowledge and agree that (i) this Agreement, any promissory notes delivered pursuant this Agreement and the other Loan Documents executed and delivered in connection herewith do not constitute a novation or termination of the “Secured Obligations” (as defined in the Existing Credit Original Agreement) ). Instead, it is the express intention of the parties hereto to reaffirm the indebtedness, obligations and liabilities created under the Existing Credit Original Agreement as in effect prior which is secured by the Collateral pursuant to the Effective Date terms of the applicable Loan Documents. Borrower ratifies, affirms and (ii) such “Obligations” are in all respects continuing with only confirms that the terms thereof being modified as provided in this Agreement liens and security interests granted pursuant to the applicable Loan Documents, including without limitation the Pledge Agreements, secure the applicable indebtedness, liabilities and obligations of Borrower to Agent and the Obligations hereunder are in renewal and extension of the obligations and indebtedness Lenders under the Existing Credit Original Agreement. Notwithstanding the modifications effected , as amended and restated by this Agreement of the representations, warranties and covenants of the Borrower contained in the Existing Credit Agreement, the Borrower acknowledges Loan Documents shall continue in full force and agrees effect in accordance with their terms unless otherwise amended by the parties thereto, and that any causes of action or other rights created the term “Secured Obligations” as used in favor of the Administrative Agent, any Issuing Bank Loan Documents (or any Lenderother term used therein to describe or refer to the indebtedness, liabilities and obligations of Borrower to Agent and the Lenders) includes, without limitation, the indebtedness, liabilities and obligations of Borrower under this Agreement, and under the Original Agreement, as amended and restated hereby, as the same further may be amended, modified, supplemented and/or restated from time to time and Borrower assumes all such Secured Obligations. Pursuant to the definition of Borrower in this Agreement, the security interests granted pursuant to Section 3.1 and by the Pledge Agreements are granted by the Company and each case, arising out of the representations and warranties of other Person constituting the Borrower contained in the Company’s and each such Person’s respective right, title and interest in and to any and all presently existing and hereafter created or acquired Collateral. The Loan Documents and all agreements, instruments and documents executed or delivered in connection with any of the Existing Credit Agreement foregoing shall survive the execution, delivery and effectiveness of this Agreement each be deemed to be amended to the extent provided necessary to give effect to the provisions of this Agreement. Each reference to the “Loan and Security Agreement” in any Loan Document shall mean and be a reference to this Agreement (as further amended, restated, supplemented or otherwise modified from time to time). Cross-references in the Existing Credit Agreement prior Loan Documents to the termination thereof. All indemnification obligations of the Borrower arising under the Existing Credit Agreement (including any arising from a breach of the representations thereunder) shall survive to the extent provided particular section numbers in the Existing Credit Agreement prior to the termination thereof. In addition, as of the Effective Date, each Letter of Credit outstanding under the Existing Credit Original Agreement shall be deemed to have been issued under be cross-references to the corresponding sections, as applicable, of this Agreement.

Amendment and Restatement. In The Loan Parties, the Lenders and the Administrative Agent agree that, upon (i) the execution and delivery of this Agreement by each of the parties hereto and (ii) satisfaction (or waiver by the aforementioned parties) of the conditions precedent set forth in Section 4.1, the terms and provisions of the Existing Credit Agreement shall be and hereby are amended, superseded and restated in their entirety by the terms and provisions of this Agreement. This Agreement is not intended to and shall not constitute a novation of the Existing Credit Agreement or the Debt created thereunder. The commitments to extend credit of each Lender that is a party to the Existing Credit Agreement shall, on the Closing Date, automatically be deemed amended and the only commitments to extend credit shall be those hereunder. Without limiting the foregoing, upon the effectiveness hereof: (a) all loans incurred under the Existing Credit Agreement which are outstanding on the Closing Date shall continue as Loans under (and shall be governed by the terms of) this Agreement and the other Loan Documents, (b) all references in the “Loan Documents” (as defined in the Existing Credit Agreement) to the “Administrative Agent”, the “Credit Agreement” and the “Loan Documents” shall be deemed to refer to the Administrative Agent, this Agreement and the Loan Documents, respectively, (c) all obligations constituting “Obligations” under the Existing Credit Agreement with any Lender or any Affiliate of any Lender which are outstanding on the Closing Date shall continue as Obligations under this Agreement and the other Loan Documents, (d) any “Note” under the Existing Credit Agreement shall be deemed for all purposes superseded and replaced by the Note (if any) issued to such Lender under this Agreement and (e) the Administrative Agent shall make such reallocations, sales, assignments or other relevant actions in respect of each Lender’s credit and loan exposure under the Existing Credit Agreement as are necessary in order that the outstanding balance of such Loans, together with any Loans funded on the Closing Date, reflect the respective Commitment of the Lenders hereunder, and each Lender hereby waives its right to receive any compensation or reimbursement pursuant to Section 3.4 hereof for any breakage costs incurred by such Lender in connection with the sale or assignment of any Term SOFR Loans that may be required under this clause (e). Each Lender hereby confirms the Administrative Agent’s authority to enter into such additional reaffirmations of, or any amendments to, amendments and restatements of, or other modifications to, the other existing Loan Documents as the Administrative Agent shall approve in its sole discretion, in connection with the amendment and restatement of the Existing Credit Agreement pursuant heretoso long as such amendments, Borrower, Administrative Agent and restatements or other modifications do not contain any material modifications adverse to the Lenders shall (and, for the avoidance of doubt, such modifications may include the addition of Loan Parties and other changes that are otherwise permitted by the Administrative Agent’s authority under or with respect to such existing Loan Documents or are consistent with changes in provisions included in this Agreement as of the Effective Date make adjustments compared to the outstanding principal amount of the “Revolving Credit Loans” under the Existing Credit Agreement (as such term is defined therein) (but not any interest accrued thereon prior to the Effective Date or any accrued commitment fees under the Existing Credit Agreement prior to the Effective Date), including the borrowing of additional Revolving Credit Loans hereunder and the repayment of “Revolving Credit Loans” under the Existing Credit Agreement (as such term is defined therein) plus all applicable accrued interest, fees and expenses as shall be necessary to provide for Revolving Credit Loans by each Lender in proportion to, and in any event not in excess of, the amount of its relevant Revolving Credit Commitment as of the Effective Date, but in no event shall such adjustment of any Eurodollar Loans entitle any Lender to any reimbursement under Section 2.16 hereof or Section 2.16 provisions of the Existing Credit Agreement; provided that the foregoing is not intended to relieve Borrower for paying any such costs to lenders under the Existing Credit Agreement to the extent such lenders are not Lenders under this Agreement, and each Lender shall be deemed to have made an assignment of its outstanding Loans and commitments under the Existing Credit Agreement and assumed outstanding Loans and commitments of other Lenders under the Existing Credit Agreement as may be necessary to effect the foregoing. The parties hereto acknowledge and agree that (i) this Agreement, any promissory notes delivered pursuant this Agreement and the other Loan Documents executed and delivered in connection herewith do not constitute a novation or termination of the “Obligations” (as defined in the Existing Credit Agreement) under the Existing Credit Agreement as in effect prior to the Effective Date and (ii) such “Obligations” are in all respects continuing with only the terms thereof being modified as provided in this Agreement and the Obligations hereunder are in renewal and extension of the obligations and indebtedness under the Existing Credit Agreement. Notwithstanding the modifications effected by this Agreement of the representations, warranties and covenants of the Borrower contained in the Existing Credit Agreement, the Borrower acknowledges and agrees that any causes of action or other rights created in favor of the Administrative Agent, any Issuing Bank or any Lender, in each case, arising out of the representations and warranties of the Borrower contained in or delivered in connection with the Existing Credit Agreement shall survive the execution, delivery and effectiveness of this Agreement to the extent provided in the Existing Credit Agreement prior to the termination thereof. All indemnification obligations of the Borrower arising under the Existing Credit Agreement (including any arising from a breach of the representations thereunder) shall survive to the extent provided in the Existing Credit Agreement prior to the termination thereof. In addition, as of the Effective Date, each Letter of Credit outstanding under the Existing Credit Agreement shall be deemed to have been issued under this Agreement).

Amendment and Restatement. In This Agreement shall become effective on the Closing Date and shall supersede all provisions of the Original Credit Agreement as of such date. From and after the Closing Date, (a)(i) the commitments of those Lenders under the Original Credit Agreement that are continuing as Lenders under this Agreement (the “Continuing Lenders”) shall be amended as set forth on Schedule 1 hereto and (ii) the commitments of those “Lenders” under the Original Credit Agreement that are not continuing as Lenders under this Agreement (the “Non-Continuing Lenders”) shall automatically be terminated and cease to have any further force or effect without further action by any Person, and shall be replaced with the respective Commitments of such Continuing Lenders and of those Lenders party to this Agreement that were not “Lenders” under the Original Credit Agreement immediately prior to the Closing Date (the “New Lenders”); (b) all outstanding “Loans” of the Non-Continuing Lenders shall be repaid in full (together with all interest accrued thereon and amounts payable pursuant to Section 1.12 of the Original Credit Agreement in connection with such payment, and all fees accrued under the amendment Original Credit Agreement through the Closing Date) on the Closing Date (and restatement the Borrower shall pay to each Continuing Lender all amounts, if any, payable pursuant to Section 1.12 of the Existing Original Credit Agreement pursuant hereto, Borrower, as if the outstanding Loans had been prepaid on the Closing Date); and (c) all outstanding “Loans” of the Continuing Lenders and all interests in outstanding “Letters of Credit” under the Original Credit Agreement shall remain outstanding as the initial Loans and Letters of Credit hereunder. The Continuing Lenders and New Lenders each agree to make such purchases and sales of interests in the Loans and L/C Obligations outstanding on the Closing Date between themselves so that each Continuing Lender and New Lender is then holding its relevant Percentage of outstanding Loans and risk participation interests in outstanding L/C Obligations based on their Commitments as in effect after giving effect hereto (such purchases and sales shall be arranged through the Administrative Agent and each Lender hereby agrees to execute such further instruments and documents, if any, as the Administrative Agent may reasonably request in connection therewith), with all subsequent extensions of credit under this Agreement (including, without limitation, participations in respect of all Swing Loans and Letters of Credit) to be made in accordance with the respective Commitments of the Lenders shall from time to time party to this Agreement as of the Effective Date make adjustments provided herein. All references made to the outstanding principal amount of the “Revolving Credit Loans” under the Existing Original Credit Agreement (as such term is defined therein) (but not in any interest accrued thereon prior Loan Document or in any other instrument or document shall, without more, be deemed to refer to this Agreement. This Agreement amends and restates the Effective Date or any accrued commitment fees under the Existing Original Credit Agreement prior to the Effective Date), including the borrowing of additional Revolving Credit Loans hereunder and the repayment of “Revolving Credit Loans” under the Existing Credit Agreement (as such term is defined therein) plus all applicable accrued interest, fees and expenses as shall be necessary to provide for Revolving Credit Loans by each Lender in proportion to, and in any event not in excess of, the amount of its relevant Revolving Credit Commitment as of the Effective Date, but in no event shall such adjustment of any Eurodollar Loans entitle any Lender to any reimbursement under Section 2.16 hereof or Section 2.16 of the Existing Credit Agreement; provided that the foregoing is not intended to relieve Borrower for paying any such costs to lenders under the Existing Credit Agreement to the extent such lenders are not Lenders under this Agreement, and each Lender shall be deemed to have made an assignment of its outstanding Loans and commitments under the Existing Credit Agreement and assumed outstanding Loans and commitments of other Lenders under the Existing Credit Agreement or operate as may be necessary to effect the foregoing. The parties hereto acknowledge and agree that (i) this Agreement, any promissory notes delivered pursuant this Agreement and the other Loan Documents executed and delivered in connection herewith do not constitute a novation or termination an accord and satisfaction of the Original Credit Agreement or the indebtedness, obligations and liabilities of the Borrower or any Guarantor evidenced or provided for thereunder. This Credit Agreement is entered into between us for the uses and purposes hereinabove set forth as of the date first above written. “ObligationsBorrower” GFA Brands, Inc. By /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Executive Vice President, Chief Financial Officer, Treasurer and Assistant Secretary “Guarantors” Smart Balance, Inc. By /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Executive Vice President, Chief Financial Officer, Treasurer and Assistant Secretary “Administrative Agent and L/C Issuer ” Bank of Montreal, as L/C Issuer and as Administrative Agent By /s/ Xxx Xxxxxxxx Name Xxx Xxxxxxxx Title Director “Lenders” Bank of Montreal By /s/ Xxx Xxxxxxxx Name Xxx Xxxxxxxx Title Director General Electric Capital Corporation, as a Lender By /s/ Jun Young Name: Jun Young Title: Duly Authorized Signatory GE Capital Financial Inc., as a Lender By /s/ Xxxxxxx Xxxxxxxx Name: Xxxxxxx Xxxxxxxx Title: Duly Authorized Signatory Union Bank, N.A. By /s/ Xxxxxx Xxxx Name: Xxxxxx Xxxx Title: Vice President Siemens Financial Services, inc. By /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Senior Vice President and Chief Risk Officer By /s/ Xxxxxx Xxxxxxxxx Name: Xxxxxx Xxxxxxxxx Title: VP, Lending Operations Fifth Third Bank By /s/ Xxxx Xxxxx Name: Xxxx Xxxxx Title: Vice President KeyBank National Association By /s/ Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Title: Vice President ING Capital LLC By /s/ Xxxxxx X. Xxxxxxxxx Name: Xxxxxx X. Xxxxxxxxx Title: Managing Director Exhibit A Notice of Payment Request [Date] [Name of Lender] [Address] Attention: Reference is made to that certain Amended and Restated Credit Agreement, dated as of March 31, 2011, among GFA Brands, Inc., the Guarantors party thereto, the Lenders party thereto, and Bank of Montreal, as Administrative Agent (as extended, renewed, amended or restated from time to time, the “Credit Agreement”). Capitalized terms used herein and not defined herein have the meanings assigned to them in the Existing Credit Agreement) under the Existing Credit Agreement as in effect prior to the Effective Date and (ii) such “Obligations” are in all respects continuing with only the terms thereof being modified as provided in this Agreement and the Obligations hereunder are in renewal and extension of the obligations and indebtedness under the Existing Credit Agreement. Notwithstanding [The Borrower has failed to pay its Reimbursement Obligation in the modifications effected by this Agreement amount of $____________. Your Revolver Percentage of the representations, warranties and covenants unpaid Reimbursement Obligation is $_____________] or [__________________________ has been required to return a payment by the Borrower of a Reimbursement Obligation in the amount of $_______________. Your Revolver Percentage of the Borrower contained in returned Reimbursement Obligation is $_______________.] Very truly yours, as L/C Issuer By Name Title Exhibit B Notice of Borrowing Date: ____________, ____ To: Bank of Montreal, as Administrative Agent for the Existing Lenders parties to that certain Amended and Restated Credit Agreement dated as of March 31, 2011 (as extended, renewed, amended or restated from time to time, the“Credit Agreement”), among GFA Brands, Inc., the Guarantors party thereto, certain Lenders which are signatories thereto, and Bank of Montreal, as Administrative Agent Ladies and Gentlemen: The undersigned, GFA Brands, Inc. (the “Borrower”), refers to the Credit Agreement, the Borrower acknowledges terms defined therein being used herein as therein defined, and agrees that any causes of action or other rights created in favor hereby gives you notice irrevocably, pursuant to Section 1.6 of the Administrative AgentCredit Agreement, any Issuing Bank or any Lender, in each case, arising out of the representations and warranties of the Borrower contained in or delivered in connection with the Existing Credit Agreement shall survive the execution, delivery and effectiveness of this Agreement to the extent provided in the Existing Credit Agreement prior to the termination thereof. All indemnification obligations of the Borrower arising under the Existing Credit Agreement (including any arising from a breach of the representations thereunder) shall survive to the extent provided in the Existing Credit Agreement prior to the termination thereof. In addition, as of the Effective Date, each Letter of Credit outstanding under the Existing Credit Agreement shall be deemed to have been issued under this Agreement.Borrowing specified below:

Amendment and Restatement. In connection with On the amendment Second Restatement Effective Date, the 2007 Credit Agreement shall be amended and restatement restated in its entirety by this Agreement, and the 2007 Credit Agreement shall thereafter be superseded in all respects by this Agreement, except to evidence (i) the incurrence by the Borrowers of the Existing “Obligations” under and as defined in the 2007 Credit Agreement pursuant hereto, Borrower, Administrative Agent and the Lenders shall (whether or not such “Obligations” are contingent as of the Second Restatement Effective Date make adjustments to Date), (ii) the outstanding principal amount of representations and warranties made by the “Revolving Borrowers and the Credit Loans” under the Existing Credit Agreement (as such term is defined therein) (but not any interest accrued thereon Parties prior to the Second Restatement Effective Date (which representations and warranties made prior to the Second Restatement Effective Date shall not be superseded or rendered ineffective by this Agreement as they pertain to the period prior to the Second Restatement Effective Date) and (iii) any accrued commitment fees under action or omission performed or required to be performed pursuant to the Existing 2007 Credit Agreement prior to the Second Restatement Effective Date)Date (including any failure, including prior to the borrowing of additional Revolving Credit Loans hereunder and the repayment of “Revolving Credit Loans” under the Existing Credit Agreement (as such term is defined therein) plus all applicable accrued interest, fees and expenses as shall be necessary to provide for Revolving Credit Loans by each Lender in proportion to, and in any event not in excess of, the amount of its relevant Revolving Credit Commitment as of the Second Effective Date, but to comply with the covenants contained in no event shall such adjustment of any Eurodollar Loans entitle any Lender to any reimbursement under Section 2.16 hereof or Section 2.16 of the Existing 2007 Credit Agreement; provided that the foregoing is not intended to relieve Borrower for paying any such costs to lenders under the Existing Credit Agreement to the extent such lenders are not Lenders under this Agreement, and each Lender shall be deemed to have made an assignment of its outstanding Loans and commitments under the Existing Credit Agreement and assumed outstanding Loans and commitments of other Lenders under the Existing Credit Agreement as may be necessary to effect the foregoing). The parties hereto acknowledge and agree that (ia) this Agreement, any promissory notes delivered pursuant this Agreement and the other Loan Documents Credit Documents, whether executed and delivered in connection herewith or otherwise, do not constitute a novation or termination of the “Obligations” (as defined in the Existing Credit Agreement) under the Existing 2007 Credit Agreement or the other Credit Documents (including all guarantees thereunder) as in effect prior to the Second Restatement Effective Date and which remain outstanding as of the Second Restatement Effective Date, (iib) the “Obligations” (including all guarantees thereunder) under the 2007 Credit Agreement and the other Credit Documents are in all respects continuing (as amended and restated hereby and which are in all respects hereafter subject to the terms herein) and in full force and effect and are reaffirmed hereby and (c) the Liens and security interests as granted under the applicable Credit Documents securing payment of such “Obligations” are in all respects continuing with only the terms thereof being modified as provided and in this Agreement full force and effect and are reaffirmed hereby. The Borrowers and the Obligations hereunder are in renewal Credit Parties acknowledge and extension agree that Sections 11.2 and 11.3 of the obligations 2007 Credit Agreement shall, to the extent applicable immediately prior to the Second Restatement Effective Date, survive for the intended beneficiaries of such provision to the extent such provisions apply with respect to any indemnified liabilities (under Sections 11.2 and indebtedness under 11.3 of the Existing 2007 Credit Agreement) relating to events and circumstances occurring prior to the Second Restatement Effective Date. Notwithstanding In addition, on and after the modifications effected by this Agreement of Second Restatement Effective Date, (i) all references to the representations, warranties and covenants of the Borrower contained in the Existing 2007 Credit Agreement, the Borrower acknowledges and agrees that any causes of action or other rights created in favor of the Administrative Agent, any Issuing Bank or any Lender, in each case, arising out of the representations and warranties of the Borrower contained in or delivered in connection with the Existing 2006 Credit Agreement shall survive or the execution, delivery and effectiveness of this Credit Agreement to the extent provided in the Existing Credit Agreement prior to the termination thereof. All indemnification obligations of the Borrower arising under the Existing Credit Agreement Documents (including any arising from a breach of the representations thereunderother than this Agreement) shall survive to the extent provided in the Existing Credit Agreement prior to the termination thereof. In addition, as of the Effective Date, each Letter of Credit outstanding under the Existing Credit Agreement shall be deemed to have been issued under refer to the 2007 Credit Agreement, as amended and restated hereby, (ii) all references to any section (or subsection) of the 2007 Credit Agreement or the Credit Agreement in any Credit Document (other than this Agreement) shall be amended to become, mutatis mutandis, references to the corresponding provisions of this Agreement and (iii) except as the context otherwise provides, on or after the Second Restatement Effective Date, all references to this Agreement herein (including for purposes of indemnification and reimbursement of fees) shall be deemed to be references to the 2007 Credit Agreement, as amended and restated hereby.

Amendment and Restatement. In connection with This Agreement is intended to amend and restate the amendment provisions of the Existing Credit Agreement, and restatement except as expressly modified herein, all of the terms and provisions of the Existing Credit Agreement pursuant hereto, Borrower, Administrative Agent and shall continue to apply for the Lenders shall as of the Effective Date make adjustments to the outstanding principal amount of the “Revolving Credit Loans” under the Existing Credit Agreement (as such term is defined therein) (but not any interest accrued thereon prior to the Effective Date or any accrued commitment fees under the Existing Credit Agreement period prior to the Effective Date), including any determinations of payment dates, interest rates, compliance with covenants and other obligations, accuracy of representations and warranties, Events of Default or any amount that may be payable to Administrative Agent, the borrowing of additional Revolving Credit Loans hereunder Lenders or the Issuing Banks (or their assignees or replacements hereunder). The Borrower, the Administrative Agent, the Lenders and the repayment of “Revolving Credit Loans” under the Existing Credit Agreement (as such term is defined therein) plus all applicable accrued interest, fees and expenses as shall be necessary to provide for Revolving Credit Loans by each Lender in proportion to, and in any event not in excess of, the amount of its relevant Revolving Credit Commitment as of the Effective Date, but in no event shall such adjustment of any Eurodollar Loans entitle any Lender to any reimbursement under Section 2.16 hereof or Section 2.16 of the Existing Credit Agreement; provided that the foregoing is not intended to relieve Borrower for paying any such costs to lenders under the Existing Credit Agreement to the extent such lenders are not Lenders under this Agreement, and each Lender shall be deemed to have made an assignment of its outstanding Loans and commitments under the Existing Credit Agreement and assumed outstanding Loans and commitments of other Lenders under the Existing Credit Agreement as may be necessary to effect the foregoing. The parties hereto Issuing Banks acknowledge and agree that (i) this Agreementall principal, any promissory notes delivered pursuant this Agreement interest, fees, costs, reimbursable expenses and the other Loan Documents executed and delivered in connection herewith do not constitute a novation indemnification obligations accruing or termination of the “Obligations” (as defined in the Existing Credit Agreement) arising under the Existing Credit Agreement as in effect prior to the Effective Date and (ii) such “Obligations” are in all respects continuing with only the terms thereof being modified as provided in this Agreement and the Obligations hereunder are in renewal and extension of the obligations and indebtedness under the Existing Credit Agreement. Notwithstanding the modifications effected by this Agreement of the representations, warranties and covenants of the Borrower contained in the Existing Credit Agreement, the Borrower acknowledges and agrees that any causes of action or other rights created in favor of the Administrative Agent, any Issuing Bank or any Lender, in each case, arising out of the representations and warranties of the Borrower contained in or delivered in connection with the Existing Credit Agreement which remain unpaid and outstanding as of the Effective Date shall survive be and remain outstanding and payable as an obligation under this Agreement and the other Loan Documents. The Existing Credit Agreement is superseded by this Agreement, which hereby renews, amends, restates and modifies, but does not novate or extinguish, the obligations under the Existing Credit Agreement. The execution, delivery and effectiveness of this Agreement to and the extent provided in the Existing Credit Agreement prior to the termination thereof. All indemnification obligations other Loan Documents shall not operate as a waiver, release or modification of any right, power or remedy of the Borrower arising “Lenders” under the Existing Credit Agreement (including arising prior to the date hereof, except to extent that any arising from a breach such covenant, agreement is modified hereby. Each of the representations thereunderLenders whose name appears on the Schedule I attached hereto (a) shall survive acknowledges that each lender who was a party to the extent provided in the Existing Credit Agreement prior but is not listed on Schedule I hereto (each a “Departing Lender”) is executing a termination agreement among itself, the Borrower and the Administrative Agent, pursuant to which, upon execution of this Agreement each such lender shall (i) be paid the termination thereof. In additionfull amount of principal and interest outstanding on its loans under the Existing Credit Agreement, (ii) relinquish any and all of its rights as of the Effective Date, each Letter of Credit outstanding a lender under the Existing Credit Agreement except for its rights that would expressly survive termination in accordance with the terms thereof and (iii) have no further obligations under this Credit Agreement and (b) agrees to purchase Loans and Commitments hereunder (including participations in Letters of Credit and Swingline Loans) from the Departing Lenders and from one another on the Effective Date so that after giving effect thereto, the Loans and Commitments of each Class of each Lender hereunder will be held ratably in accordance with the Loans and Commitments of such Class of such Lender as set forth on Schedule I hereto and the Administrative Agent is authorized and directed to take such actions and to make such notations in the Register as shall be deemed necessary to have been issued under this Agreementeffectuate and reflect the foregoing.

Amendment and Restatement. In connection with This Agreement amends, restates and replaces in its entirety the amendment Original Agreement. All rights, benefits, indebtedness, interest, liabilities and restatement obligations of the Existing Credit Agreement pursuant hereto, Borrower, Administrative Agent and the Lenders shall as of the Effective Date make adjustments parties to the outstanding principal amount of Original Agreement are hereby amended, restated, replaced and superseded in their entirety according to the “Revolving Credit Loans” terms and provisions set forth herein. All indebtedness, liabilities and obligations under the Existing Credit Agreement (as such term is defined therein) (but not any interest accrued thereon prior to the Effective Date or any accrued commitment fees under the Existing Credit Agreement prior to the Effective Date)Original Agreement, including all promissory notes executed by the borrowing of additional Revolving Credit Loans hereunder and the repayment of “Revolving Credit Loans” under the Existing Credit Agreement (as such term is defined therein) plus all applicable accrued interestBorrower pursuant thereto, fees and expenses as shall be necessary to provide for Revolving Credit Loans are hereby renewed by each Lender in proportion to, and in any event not in excess of, the amount of its relevant Revolving Credit Commitment as of the Effective Date, but in no event shall such adjustment of any Eurodollar Loans entitle any Lender to any reimbursement under Section 2.16 hereof or Section 2.16 of the Existing Credit Agreement; provided that the foregoing is not intended to relieve Borrower for paying any such costs to lenders under the Existing Credit Agreement to the extent such lenders are not Lenders under this Agreement, the Notes and each Lender shall be deemed the other Loan Documents executed by the Borrower pursuant to have made an assignment of its outstanding Loans and commitments under the Existing Credit this Agreement and assumed outstanding Loans shall, from and commitments of other Lenders under after the Existing Credit Agreement as may Closing Date, be necessary to effect the foregoing. The parties hereto acknowledge and agree that (i) this Agreement, any promissory notes delivered pursuant governed by this Agreement and the other Loan Documents Documents. The Borrower represents and warrants that, as of the date hereof, there are no claims or offsets against, or defenses or counterclaims to, its obligations under this Agreement, the Original Agreement or any of the other agreements, documents or instruments executed in connection herewith or therewith. To induce the Administrative Agent and the Lenders to enter into this Agreement, the Borrower waives any and all such claims, offsets, defenses and counterclaims, whether known or unknown, arising prior to the Closing Date and relating to the Original Agreement or this Agreement. Notwithstanding any provision herein to the contrary, from and after the Closing Date, each Lender’s Applicable Percentage of the Aggregate Commitments shall be as set forth on Schedule 1 to the Lender Addendum executed and delivered in connection herewith do not constitute a novation by such Lender or termination of the “Obligations” (as defined in the Existing Credit Agreement) under Assignment and Assumption pursuant to which such Lender becomes a party hereto. Promptly upon the Existing Credit Agreement as in effect prior to the Effective Date and (ii) such “Obligations” are in all respects continuing with only the terms thereof being modified as provided in closing of this Agreement and the Obligations hereunder are in renewal and extension receipt by the Lenders of the obligations and indebtedness their respective Notes, such Lenders that were Lenders under the Existing Original Credit Agreement. Notwithstanding the modifications effected by this Agreement of the representations, warranties and covenants of shall return to the Borrower contained in the Existing Credit Agreement, the Borrower acknowledges and agrees that any causes of action or other rights created in favor of the Administrative Agent, any Issuing Bank or any Lender, in each case, arising out of the representations and warranties of the Borrower contained in or Notes delivered to such Lender in connection with the Existing Original Credit Agreement shall survive the execution, delivery and effectiveness of this Agreement to the extent provided in the Existing Credit Agreement prior to the termination thereof. All indemnification obligations of the Borrower arising under the Existing Credit Agreement (including any arising from a breach of the representations thereunder) shall survive to the extent provided in the Existing Credit Agreement prior to the termination thereof. In addition, as of the Effective Date, each Letter of Credit outstanding under the Existing Credit Agreement shall be deemed to have been issued under this Agreementmarked “cancelled”.

Amendment and Restatement. In connection with On the amendment and restatement of the Existing Credit Agreement pursuant hereto, Borrower, Administrative Agent and the Lenders shall as of the Effective Date make adjustments to the outstanding principal amount of date hereof (the “Revolving Credit Loans” under the Existing Credit Agreement (as such term is defined therein) (but not any interest accrued thereon prior to the Effective Date or any accrued commitment fees under the Existing Credit Agreement prior to the Effective Restatement Date”), including the borrowing of additional Original Revolving Credit Loans hereunder and the repayment of “Revolving Credit Loans” under the Existing Credit Loan Agreement (as such term is defined therein) plus all applicable accrued interest, fees and expenses as shall be necessary to provide for Revolving Credit Loans amended, restated and superseded by each Lender in proportion to, and in any event not in excess of, the amount of its relevant Revolving Credit Commitment as of the Effective Date, but in no event shall such adjustment of any Eurodollar Loans entitle any Lender to any reimbursement under Section 2.16 hereof or Section 2.16 of the Existing Credit Agreement; provided that the foregoing is not intended to relieve Borrower for paying any such costs to lenders under the Existing Credit Agreement to the extent such lenders are not Lenders under this Agreement, and each Lender shall be deemed to have made an assignment of its outstanding Loans and commitments under the Existing Credit Agreement and assumed outstanding Loans and commitments of other Lenders under the Existing Credit Agreement as may be necessary to effect the foregoing. The parties hereto acknowledge and agree that (ia) this Agreement, any promissory notes the Revolving Credit Notes delivered pursuant to this Agreement (the “Restated Notes”) and the other Loan Documents Financing Agreements executed and delivered in connection herewith do not constitute a novation novation, payment and reborrowing, or termination of the “ObligationsLiabilities” (as defined in the Existing Credit Original Revolving Loan Agreement) under the Existing Credit Original Revolving Loan Agreement as in effect prior to the Effective Date and Restatement Date; (iib) such “ObligationsLiabilities” are in all respects continuing with only the terms thereof being amended and modified as provided in this Agreement; (c) the Liens granted in the Collateral pursuant to the Financing Agreements securing payment of such “Liabilities” are in all respects continuing and in full force and effect and secure the payment of the Liabilities (as defined in this Agreement) and are hereby fully ratified and affirmed; and (d) upon the effectiveness of this Agreement all loans outstanding under the Original Revolving Loan Agreement immediately before the effectiveness of this Agreement will be part of the Loans hereunder on the terms and conditions set forth in this Agreement. Without limitation on the foregoing, each of the Borrowers hereby fully and unconditionally ratifies and affirms all of the Financing Agreements, as amended, and agrees that all security interests granted to PrivateBank or the Administrative Agent in the Collateral thereunder shall from and after the date hereof secure all Liabilities hereunder but in favor of the Administrative Agent for the ratable benefit of the Lenders and the Obligations hereunder are in renewal and extension of the obligations and indebtedness under the Existing Credit AgreementAdministrative Agent. Notwithstanding the modifications effected by this Agreement of the representations, warranties and covenants of the Borrower Borrowers contained in the Existing Credit Original Revolving Loan Agreement, each of the Borrower Borrowers acknowledges and agrees that any causes of choses in action or other rights created in favor of PrivateBank or the Administrative Agent, any Issuing Bank or any Lender, in each case, Agent and its successors and assigns arising out of the representations and warranties of the Borrower Borrowers contained in or delivered (including representations and warranties delivered in connection with the Existing Credit Agreement making of the loans or other extensions of credit thereunder) in connection with the Original Loan Agreement, shall survive the execution, execution and delivery and effectiveness of this Agreement to but in favor of the extent provided Lenders and the Administrative Agent; provided, however, that it is understood and agreed that the Borrowers’ monetary obligations under the Original Revolving Loan Agreement in respect of the Existing Credit Agreement prior to the termination thereofloans and letters of credit thereunder are evidenced by this Agreement. All indemnification obligations of the Borrower arising under Borrowers pursuant to the Existing Credit Original Revolving Loan Agreement (including any arising from a breach shall survive the amendment and restatement of the representations thereunderOriginal Revolving Loan Agreement pursuant to this Agreement. On and after the Restatement Date, (a) shall survive each reference in the Financing Agreements to the extent provided “Loan Agreement”, “Loan and Security Agreement”, “thereunder”, “thereof” or similar words referring to the Loan Agreement shall mean and be a reference to this Agreement and (b) each reference in the Existing Financing Agreements to a “Note” or “Revolving Credit Agreement prior to the termination thereof. In addition, Note” shall mean and be a Revolving Credit Note as of the Effective Date, each Letter of Credit outstanding under the Existing Credit Agreement shall be deemed to have been issued under defined in this Agreement.

Amendment and Restatement. In connection with order to facilitate this amendment and restatement and otherwise to effectuate the desires of the Borrowers, the Administrative Agent and the Lenders: The Borrowers, the Administrative Agent and the Lenders hereby agree that, on the Closing Date, the terms and provisions of the Existing Credit Agreement shall be and hereby are amended and restated in their entirety by the terms, conditions and provisions of this Agreement, and the terms and provisions of the Existing Credit Agreement, except as otherwise expressly provided herein, shall be superseded by this Agreement. Notwithstanding this amendment and restatement of the Existing Credit Agreement pursuant heretoAgreement, Borrowerincluding anything in this Section 10.19, Administrative Agent and the Lenders shall as of the Effective Date make adjustments to the outstanding principal amount of the any related “Revolving Credit LoansLoan Documents” under the Existing Credit Agreement (as such term is defined therein) (but not any interest accrued thereon prior to the Effective Date or any accrued commitment fees under the Existing Credit Agreement prior to the Effective Date), including the borrowing of additional Revolving Credit Loans hereunder and the repayment of “Revolving Credit Loans” under the Existing Credit Agreement (as such term is defined therein) plus all applicable accrued interest, fees and expenses as shall be necessary to provide for Revolving Credit Loans by each Lender in proportion to, and in any event not in excess of, the amount of its relevant Revolving Credit Commitment as of the Effective Date, but in no event shall such adjustment of any Eurodollar Loans entitle any Lender to any reimbursement under Section 2.16 hereof or Section 2.16 of the Existing Credit Agreement; provided that the foregoing is not intended to relieve Borrower for paying any such costs to lenders under the Existing Credit Agreement to the extent such lenders are not Lenders under this Agreement, and each Lender shall be deemed to have made an assignment of its outstanding Loans and commitments under the Existing Credit Agreement and assumed outstanding Loans and commitments of other Lenders under referred to herein, individually or collectively, as the Existing Credit Agreement as may be necessary to effect the foregoing. The parties hereto acknowledge and agree that “Prior Loan Documents”), (i) this Agreement, any promissory notes delivered pursuant this Agreement and the other Loan Documents executed and delivered in connection herewith do not constitute a novation or termination of the “Obligations” all Obligations (as defined in the Existing Credit Agreement) outstanding under the Existing Credit Agreement and other Prior Loan Documents (the “Existing Obligations”) shall continue as in effect prior Obligations hereunder to the Effective Date and extent not repaid on or before the Closing Date, (ii) such “Obligations” are in all respects continuing with only the terms thereof being modified as provided in each of this Agreement and the Obligations hereunder are in renewal Notes and extension of the obligations any other Loan Document (as defined herein) that is amended and indebtedness under the Existing Credit Agreement. Notwithstanding the modifications effected by this Agreement of the representations, warranties and covenants of the Borrower contained in the Existing Credit Agreement, the Borrower acknowledges and agrees that any causes of action or other rights created in favor of the Administrative Agent, any Issuing Bank or any Lender, in each case, arising out of the representations and warranties of the Borrower contained in or delivered restated in connection with the Existing Credit Agreement shall survive the execution, delivery and effectiveness of this Agreement to is given as a substitution for, and not as a payment of, the extent provided in the indebtedness, liabilities and Existing Credit Agreement prior to the termination thereof. All indemnification obligations Obligations of the Borrower arising Company and each Loan Party under the Existing Credit Agreement or any other Prior Loan Document and (including iii) neither the execution and delivery of such documents nor the consummation of any arising from other transaction contemplated hereunder is intended to constitute a breach novation of the representations thereunder) shall survive to the extent provided in the Existing Credit Agreement prior to the termination thereof. In addition, as or of any of the Effective other Prior Loan Documents or any obligations thereunder. On the Closing Date, each Letter of Credit the Interest Periods for all Eurodollar Rate Loans outstanding under the Existing Credit Agreement shall be deemed terminated, the Company shall pay all accrued interest with respect to have been issued under this Agreementsuch Loans, and the Company shall furnish to the Administrative Agent Loan Notices selecting the interest rates for existing Loans. The parties hereby agree that, on the Closing Date, the Commitments shall be as set forth in Schedule 2.01. [Remainder of page intentionally left blank; signature pages follow.]

Amendment and Restatement. In connection with The parties to this Agreement agree that, upon (i) the amendment execution and restatement delivery by each of the parties hereto of this Agreement and (ii) satisfaction of the conditions set forth in Article 4, the terms and provisions of the Existing Credit Agreement pursuant heretoshall be and hereby are amended, Borrower, Administrative Agent superseded and restated in their entirety by the Lenders terms and provisions of this Agreement. This Agreement is not intended to and shall as of the Effective Date make adjustments to the outstanding principal amount of the “Revolving Credit Loans” not constitute a novation. All Loans made and Liabilities incurred under the Existing Credit Agreement which are outstanding on the Closing Date shall continue as Loans and Liabilities under (as such term is defined therein) (but not any interest accrued thereon prior to the Effective Date or any accrued commitment fees under the Existing Credit Agreement prior to the Effective Date)and, including the borrowing of additional Revolving Credit Loans hereunder and the repayment of “Revolving Credit Loans” under the Existing Credit Agreement (as such term is defined therein) plus all applicable accrued interest, fees and expenses as shall be necessary to provide for Revolving Credit Loans by each Lender in proportion to, and in any event not in excess of, the amount of its relevant Revolving Credit Commitment as of the Effective Closing Date, but shall be governed by the terms of) this Agreement and the agreements, documents and instruments delivered together herewith. Without limiting the foregoing, upon the effectiveness hereof: (a) all references to the “Agent”, the “Agreement” and the agreements, documents and instruments delivered together therewith (each as defined in no event shall such adjustment of any Eurodollar Loans entitle any Lender to any reimbursement under Section 2.16 hereof or Section 2.16 of contemplated by the Existing Credit Agreement; provided that the foregoing is not intended to relieve Borrower for paying any such costs to lenders under the Existing Credit Agreement to the extent such lenders are not Lenders under this Agreement, and each Lender ) shall be deemed to have made an assignment of its outstanding Loans and commitments under refer to the Existing Credit Agent, this Agreement and assumed the agreements, documents and instruments delivered together herewith, (b) the Letters which remain outstanding Loans and commitments on the Closing Date shall continue as Letters under (and, as of other Lenders under the Existing Credit Agreement as may Closing Date, shall be necessary to effect governed by the foregoing. The parties hereto acknowledge and agree that (iterms of) this Agreement, (c) all obligations constituting “Liabilities” with any promissory notes delivered pursuant Lender or any affiliate of any Lender which are outstanding on the Closing Date shall continue as Liabilities under this Agreement and the other Loan Documents executed agreements, documents and instruments delivered in connection herewith do not constitute a novation or termination of together herewith, (d) the “ObligationsCommitments” (as defined in the Existing Credit Agreement) shall be allocated between, and redesignated as, Commitments hereunder, in each case pursuant to the allocations set forth on the Schedule A, (e) the Agent shall make such other reallocations, sales, assignments or other relevant actions in respect of each Lender’s credit exposure under the Existing Credit Agreement as are necessary in effect prior to the Effective Date order that each such Lender’s applicable Liabilities in respect of Loans and (ii) reflect such “Obligations” are in all respects continuing with only the terms thereof being modified as provided in this Agreement and the Obligations hereunder are in renewal and extension Lender’s Pro Rata Percentage of the obligations applicable outstanding aggregate of such Loans and indebtedness under Letters on the Existing Credit Agreement. Notwithstanding the modifications effected by this Agreement of the representations, warranties and covenants of the Borrower contained in the Existing Credit Agreement, the Borrower acknowledges and agrees that any causes of action or other rights created in favor of the Administrative Agent, any Issuing Bank or any Lender, in each case, arising out of the representations and warranties of the Borrower contained in or delivered in connection with the Existing Credit Agreement shall survive the execution, delivery and effectiveness of this Agreement to the extent provided in the Existing Credit Agreement prior to the termination thereof. All indemnification obligations of the Borrower arising under the Existing Credit Agreement (including any arising from a breach of the representations thereunder) shall survive to the extent provided in the Existing Credit Agreement prior to the termination thereof. In addition, as of the Effective Closing Date, (f) the “Loans” of each Letter of Credit outstanding Departing Lender under the Existing Credit Agreement shall be deemed repaid in full (accompanied by any accrued and unpaid interest and fees thereon), each Departing Lender’s “Commitment” under the Existing Credit Agreement shall be terminated and each Departing Lender shall not be a Lender hereunder and (g) each Borrower hereby agrees to have been issued compensate each Lender (including each Departing Lender) for any and all losses, costs and expenses incurred by such Lender in connection with the sale and assignment of any LIBOR Rate Loans (including the “LIBOR Rate Loans” under the Existing Credit Agreement) and such reallocation described above, in each case on the terms and in the manner set forth in this Agreement.

Amendment and Restatement. In connection with the This Guaranty is an amendment and restatement of the Existing Credit Agreement pursuant heretoGuaranty and supersedes the Existing Guaranty in its entirety; provided, Borrowerhowever, Administrative Agent that the execution and delivery of this Guaranty shall not effect a novation of the Lenders Existing Guaranty but shall be, to the fullest extent applicable, a modification, renewal, confirmation and extension of such Existing Guaranty. THIS GUARANTY AND THE OTHER CREDIT DOCUMENTS, AS DEFINED IN THE CREDIT AGREEMENT REFERRED TO IN THIS GUARANTY, REPRESENT THE FINAL AGREEMENT AMONG THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS AMONG THE PARTIES HERETO. Each Guarantor has caused this Guaranty to be duly executed as of the Effective Date make adjustments date first above written. GUARANTORS: JAGGED PEAK ENERGY MANAGEMENT INC. By: Name: Title: JAGGED PEAK ENERGY MANAGEMENT LLC By: Name: Title: Signature Page to Amended and Restated Guaranty Agreement Annex 1 to the outstanding principal amount Amended and Restated Guaranty Agreement SUPPLEMENT NO. dated as of (the “Supplement”), to the Amended and Restated Guaranty Agreement dated as of [ ], 2017 (as amended, supplemented, amended and restated or otherwise modified from time to time, the “Guaranty Agreement”), executed by Jagged Peak Energy Management Inc. and Jagged Peak Energy Management LLC, (the “Guarantors”) and Xxxxx Fargo Bank, National Association, as Administrative Agent (in such capacity, the “Administrative Agent”) for the benefit of the “Revolving Credit Loans” under the Existing Credit Agreement (as such term is defined therein) (but not any interest accrued thereon prior to the Effective Date or any accrued commitment fees under the Existing Credit Agreement prior to the Effective Date), including the borrowing of additional Revolving Credit Loans hereunder and the repayment of “Revolving Credit Loans” under the Existing Credit Agreement (as such term is defined therein) plus all applicable accrued interest, fees and expenses as shall be necessary to provide for Revolving Credit Loans by each Lender in proportion to, and in any event not in excess of, the amount of its relevant Revolving Credit Commitment as of the Effective Date, but in no event shall such adjustment of any Eurodollar Loans entitle any Lender to any reimbursement under Section 2.16 hereof or Section 2.16 of the Existing Credit Agreement; provided that the foregoing is not intended to relieve Borrower for paying any such costs to lenders under the Existing Credit Agreement to the extent such lenders are not Lenders under this Agreement, and each Lender shall be deemed to have made an assignment of its outstanding Loans and commitments under the Existing Credit Agreement and assumed outstanding Loans and commitments of other Lenders under the Existing Credit Agreement as may be necessary to effect the foregoing. The parties hereto acknowledge and agree that (i) this Agreement, any promissory notes delivered pursuant this Agreement and the other Loan Documents executed and delivered in connection herewith do not constitute a novation or termination of the “Obligations” Secured Parties (as defined in the Existing Credit Agreement) under the Existing Credit Agreement as in effect prior referred to the Effective Date and (ii) such “Obligations” are in all respects continuing with only the terms thereof being modified as provided in this Agreement and the Obligations hereunder are in renewal and extension of the obligations and indebtedness under the Existing Credit Agreement. Notwithstanding the modifications effected by this Agreement of the representations, warranties and covenants of the Borrower contained in the Existing Credit Agreement, the Borrower acknowledges and agrees that any causes of action or other rights created in favor of the Administrative Agent, any Issuing Bank or any Lender, in each case, arising out of the representations and warranties of the Borrower contained in or delivered in connection with the Existing Credit Agreement shall survive the execution, delivery and effectiveness of this Agreement to the extent provided in the Existing Credit Agreement prior to the termination thereof. All indemnification obligations of the Borrower arising under the Existing Credit Agreement (including any arising from a breach of the representations thereunder) shall survive to the extent provided in the Existing Credit Agreement prior to the termination thereof. In addition, as of the Effective Date, each Letter of Credit outstanding under the Existing Credit Agreement shall be deemed to have been issued under this Agreementherein).

Amendment and Restatement. In connection with the This Agreement constitutes an amendment and restatement of the Existing Credit Agreement pursuant hereto, Borrower, Administrative Agent effective from and after the Lenders Restatement Date. The execution and delivery of this Agreement shall as not constitute a novation of the Effective Date make adjustments any indebtedness or other obligations owing to the outstanding principal amount of lenders or the “Revolving Credit Loans” administrative agent under the Existing Credit Agreement (as such term is defined therein) (but not any interest accrued thereon based on facts or events occurring or existing prior to the Effective Date or execution and delivery of this Agreement. The parties hereto agree that, on the Restatement Date, the 164 13598911v3 following shall be deemed to occur automatically, without further action by any accrued commitment fees under party hereto: (a) the Existing Credit Agreement prior to the Effective Date), including the borrowing of additional Revolving Credit Loans hereunder and the repayment of “Revolving Credit Loans” under the Existing Credit Agreement (as such term is defined therein) plus all applicable accrued interest, fees and expenses as shall be necessary to provide for Revolving Credit Loans by each Lender in proportion to, and in any event not in excess of, the amount of its relevant Revolving Credit Commitment as of the Effective Date, but in no event shall such adjustment of any Eurodollar Loans entitle any Lender to any reimbursement under Section 2.16 hereof or Section 2.16 of the Existing Credit Agreement; provided that the foregoing is not intended to relieve Borrower for paying any such costs to lenders under the Existing Credit Agreement to the extent such lenders are not Lenders under this Agreement, and each Lender shall be deemed to have made an assignment of be amended and restated in its outstanding Loans and commitments under the Existing Credit Agreement and assumed outstanding Loans and commitments of other Lenders under the Existing Credit Agreement as may be necessary entirety pursuant to effect the foregoing. The parties hereto acknowledge and agree that (i) this Agreement, any promissory notes delivered pursuant this Agreement ; (b) the Collateral Documents and the other Loan Documents executed Liens created thereunder in favor of Bank of America, N.A., as administrative agent and delivered in connection herewith do not constitute a novation or termination Bank of America, National Association, acting through its Canada branch, as Canadian administrative agent, for the benefit of the “Obligations” holders of the Obligations (as defined in the Existing Credit Agreement) shall remain in full force and effect with respect to the Obligations (as defined in this Agreement) and are hereby reaffirmed; (c) all Loan Obligations under the Existing Credit Agreement as in effect prior to outstanding on the Effective Restatement Date and (ii) such “Obligations” are shall in all respects be continuing with only and be deemed to Obligations outstanding hereunder; and (d) all references in the terms thereof being modified as provided in other Loan Documents to the Existing Credit Agreement shall be deemed to refer without further amendment to this Agreement. The parties hereto further acknowledge and agree that this Agreement and constitutes an amendment to the Obligations hereunder are Existing Credit Agreement made in renewal and extension accordance with Section 11.01 of the obligations and indebtedness under the Existing Credit Agreement. Notwithstanding the modifications effected by this Agreement All loans and other obligations, including liens and security interests, of the representations, warranties and covenants of the Borrower contained in the Existing Credit Agreement, the Borrower acknowledges and agrees that any causes of action or other rights created in favor of the Administrative Agent, any Issuing Bank or any Lender, in each case, arising out of the representations and warranties of the Borrower contained in or delivered in connection with the Existing Credit Agreement shall survive the execution, delivery and effectiveness of this Agreement to the extent provided in the Existing Credit Agreement prior to the termination thereof. All indemnification obligations of the Borrower arising under the Existing Credit Agreement (including any arising from a breach of the representations thereunder) shall survive to the extent provided in the Existing Credit Agreement prior to the termination thereof. In addition, Loan Parties outstanding as of the Effective Date, each Letter of Credit outstanding Restatement Date under the Existing Credit Agreement shall be deemed to have been issued be loans and obligations outstanding under this Agreementthe corresponding facilities described herein, without any further action by any Person, except that the Administrative Agent shall make such transfers of funds as are necessary in order that the outstanding balance of such loans, together with any extensions of credit made on the Restatement Date, reflect the Commitments of the Lenders hereunder.

Amendment and Restatement. In connection with This Agreement shall become effective on the amendment Restatement Effective Date and restatement shall supersede all provisions of the Existing Credit Receivables Purchase Agreement as of such date and the Existing Receivables Purchase Agreement shall thereafter be of no further force and effect, except to evidence (i) the incurrence by each of the Seller and the Servicer of the obligations under the Existing Receivables Purchase Agreement (whether or not such obligations are contingent as of the Restatement Effective Date), (ii) the representations and warranties made by each of the Seller and the Servicer prior to the Restatement Effective Date and (iii) any action or omission performed or required to be performed pursuant heretoto such Existing Receivables Purchase Agreement prior to the Restatement Effective Date. From and after the Restatement Effective Date all references made to the Existing Receivables Purchase Agreement in any Transaction Document or in any other instrument or document shall, Borrowerwithout further action, be deemed to refer to this Agreement. This Agreement amends and restates the Existing Receivables Purchase Agreement and is not intended to be or operate as a novation or an accord and satisfaction of the Existing Receivables Purchase Agreement or the obligations and liabilities of Seller evidenced or provided for thereunder. Without limiting the generality of the foregoing, the Seller agrees that notwithstanding the execution and delivery of this Agreement, the security interest, lien, collateral security or supporting obligations previously granted to the Administrative Agent in its individual capacity pursuant to the Transaction Documents shall be and remain in full force and effect and that any rights and remedies of the Administrative Agent in its individual capacity thereunder and obligations of the Seller thereunder shall be and remain in full force and effect, shall not be affected, impaired or discharged thereby and shall secure all of Seller’s Guaranteed Obligations and liabilities to Administrative Agent and the Lenders shall as of the Effective Date make adjustments to the outstanding principal amount of the “Revolving Credit Loans” Purchasers under the Existing Credit Receivables Purchase Agreement (as such term is defined therein) (but not any interest accrued thereon prior to amended and restated hereby. Without limiting the Effective Date or any accrued commitment fees under the Existing Credit Agreement prior to the Effective Date), including the borrowing of additional Revolving Credit Loans hereunder and the repayment of “Revolving Credit Loans” under the Existing Credit Agreement (as such term is defined therein) plus all applicable accrued interest, fees and expenses as shall be necessary to provide for Revolving Credit Loans by each Lender in proportion to, and in any event not in excess offoregoing, the amount of its relevant Revolving Credit Commitment as of the Effective Date, but in no event shall such adjustment of any Eurodollar Loans entitle any Lender parties to any reimbursement under Section 2.16 hereof or Section 2.16 of the Existing Credit Agreement; provided that the foregoing is not intended to relieve Borrower for paying any such costs to lenders under the Existing Credit this Agreement to the extent such lenders are not Lenders under this Agreement, and each Lender shall be deemed to have made an assignment of its outstanding Loans and commitments under the Existing Credit Agreement and assumed outstanding Loans and commitments of other Lenders under the Existing Credit Agreement as may be necessary to effect the foregoing. The parties hereto hereby acknowledge and agree that (i) the “Receivables Purchase Agreement” referred to in the Transaction Documents shall from and after the date hereof be deemed references to this Agreement. On the Restatement Effective Date, any promissory notes delivered pursuant this Agreement and the other Loan Documents executed and delivered in connection herewith do not constitute a novation or termination all outstanding Capital of the Purchaser under the Existing Receivables Purchase Agreement (collectively, the “Obligations” Outstanding Capital”) shall be deemed automatically and immediately converted into outstanding Capital of the Purchaser in the Sold Receivables set forth on the Initial Schedule of Sold Receivables accruing Yield based on Daily Simple SOFR plus the applicable SOFR Adjustment (collectively, the “Converted Investments”), and, for the avoidance of doubt, all Yield and Fees (each as defined in and calculated in accordance with the Existing Receivables Purchase Agreement), accrued and unpaid under the Existing Receivables Purchase Agreement as of the Restatement Effective Date, and Breakage Fees (as defined in the Existing Credit Agreement) under the Existing Credit Agreement as and calculated in effect prior to the Effective Date and (ii) such “Obligations” are in all respects continuing with only the terms thereof being modified as provided in this Agreement and the Obligations hereunder are in renewal and extension of the obligations and indebtedness under the Existing Credit Agreement. Notwithstanding the modifications effected by this Agreement of the representations, warranties and covenants of the Borrower contained in the Existing Credit Agreement, the Borrower acknowledges and agrees that any causes of action or other rights created in favor of the Administrative Agent, any Issuing Bank or any Lender, in each case, arising out of the representations and warranties of the Borrower contained in or delivered in connection accordance with the Existing Credit Agreement Receivables Purchase Agreement), if any, with respect to the conversion of the Outstanding Capital into the Converted Investments, shall survive be due and payable on the executionfirst Settlement Date that occurs after the Restatement Effective Date in accordance with the terms and priorities for payment set forth in Section 4.01 (with such Yield, delivery Fees and effectiveness of Breakage Fees accorded the same priorities for payment as Yield, Fees and Breakage Fees under this Agreement). In Witness Whereof, the parties have caused this Agreement to the extent provided in the Existing Credit Agreement prior to the termination thereof. All indemnification obligations of the Borrower arising under the Existing Credit Agreement (including any arising from a breach of the representations thereunder) shall survive to the extent provided in the Existing Credit Agreement prior to the termination thereof. In additionbe executed by their respective officers thereunto duly authorized, as of the Effective date first above written. Warner Bros. Discovery Receivables Funding, LLC By: /s/ Fraser Woodford Name: Fraser Woodford Title: Executive Vice President, Treasury and Corporate Finance Xxxxxx Broadcasting System, Inc., as the Servicer By: /s/ Fraser Woodford Name: Fraser Woodford Title: Executive Vice President, Treasury and Corporate Finance and Treasurer Third Amended and Restated Receivables Purchase Agreement PNC Bank, National Association, as Administrative Agent By: /s/ Xxxx Xxxx Name: Xxxx Xxxx Title: Senior Vice President PNC Bank, National Association, as Group Agent for the PNC Group By: /s/ Xxxx Xxxx Name: Xxxx Xxxx Title: Senior Vice President PNC Bank, National Association, as a Committed Purchaser By: /s/ Xxxx Xxxx Name: Xxxx Xxxx Title: Senior Vice President PNC Capital Markets LLC, as Structuring Agent and as Sustainability Agent By: /s/ Xxxx Xxxx Name: Xxxx Xxxx Title: Managing Director Third Amended and Restated Receivables Purchase Agreement Exhibit A Form of Investment Request [Letterhead of Seller] [Date] [Administrative Agent] [Group Agents] Re: Investment Request Ladies and Gentlemen: Reference is hereby made to that certain Third Amended and Restated Receivables Purchase Agreement, each Letter dated as of Credit outstanding under July 5, 2022, among Warner Bros. Discovery Receivables Funding, LLC (the Existing Credit Agreement “Seller”), Xxxxxx Broadcasting System, Inc., as Servicer (the “Servicer”), the Purchasers party thereto, the Group Agents party thereto, PNC Bank, National Association, as Administrative Agent (in such capacity, the “Administrative Agent”), and PNC Capital Markets LLC, as Structuring Agent and as Sustainability Agent (as amended, supplemented or otherwise modified from time to time, the “Agreement”). Capitalized terms used in this Investment Request and not otherwise defined herein shall have the meanings assigned thereto in the Agreement. This letter constitutes an Investment Request pursuant to Section 2.02(a) of the Agreement. The Seller hereby request an Investment of Capital in the aggregate amount of [$_______] to be deemed made on [_____, 202_] (of which $[___] of Capital will be funded by the PNC Group and $[___] of Capital will be funded by the [___] Group. Such Capital should be deposited to have been issued under this Agreement.[Account number], at [Name, Address and ABA Number of Bank]. After giving effect to such Investment, the Aggregate Capital will be [$_______]. The Seller hereby represents and warrants as of the date hereof, and after giving effect to such Investment, as follows:

Amendment and Restatement. In connection with the amendment and restatement of The parties to the Existing Credit Security Agreement pursuant hereto, Borrower, Administrative Agent and the Lenders shall as of the Effective Date make adjustments to the outstanding principal amount of the “Revolving Credit Loans” under each hereby agree that the Existing Credit Security Agreement (as such term is defined therein) (but not any interest accrued thereon prior to the Effective Date or any accrued commitment fees under the Existing Credit Agreement prior to the Effective Date), including the borrowing of additional Revolving Credit Loans hereunder and the repayment of “Revolving Credit Loans” under the Existing Credit Agreement (as such term is defined therein) plus all applicable accrued interest, fees and expenses as shall be necessary to provide for Revolving Credit Loans by each Lender in proportion to, and in any event not in excess of, the amount of its relevant Revolving Credit Commitment as of the Effective Date, but in no event shall such adjustment of any Eurodollar Loans entitle any Lender to any reimbursement under Section 2.16 hereof or Section 2.16 of the Existing Credit Agreement; provided that the foregoing is not intended to relieve Borrower for paying any such costs to lenders under the Existing Credit Agreement to the extent such lenders are not Lenders under this Agreement, and each Lender automatically shall be deemed to have made an assignment of amended, superseded and restated in its outstanding Loans entirety by this Agreement. All indebtedness, obligations, liabilities and commitments under liens created by the Existing Credit Security Agreement shall continue unimpaired and assumed outstanding Loans in full force and commitments of other Lenders under the Existing Credit effect, as amended and restated in this Security Agreement. This Agreement as may be necessary to effect the foregoing. The parties hereto acknowledge and agree that (i) this Agreement, any promissory notes delivered pursuant this Agreement and the other Loan Documents executed and delivered in connection herewith do does not constitute a novation or termination of the “Obligations” (as defined in the Existing Credit Agreement) under the Existing Credit Agreement as in effect prior to the Effective Date and (ii) such “Obligations” are in all respects continuing with only the terms thereof being modified as provided in this Agreement and the Obligations hereunder are in renewal and extension of the obligations and indebtedness liabilities existing under the Existing Credit Security Agreement. Notwithstanding the modifications effected by , and this Agreement evidences the obligations of the representations, warranties Grantors under the Existing Security Agreement as continued and covenants amended and restated hereby. Each of the Borrower contained in the Existing Credit Agreement, the Borrower acknowledges and agrees that any causes of action or other rights created in favor of the Administrative Agent, any Issuing Bank or any Lender, in each case, arising out of the representations and warranties of the Borrower contained in or delivered in connection with the Existing Credit Agreement shall survive the execution, delivery and effectiveness parties hereto has caused a counterpart of this Agreement to the extent provided in the Existing Credit Agreement prior to the termination thereof. All indemnification obligations of the Borrower arising under the Existing Credit Agreement (including any arising from a breach of the representations thereunder) shall survive to the extent provided in the Existing Credit Agreement prior to the termination thereof. In addition, be duly executed and delivered as of the Effective Datedate first above written. BORROWER: GOOD TIMES RESTAURANTS INC., a Nevada corporation By: /s/ Rxxx X. Xxxx Rxxx X. Xxxx Title: Chief Executive Officer, President and Secretary GUARANTORS: GOOD TIMES DRIVE THRU INC., a Colorado corporation By: /s/ Rxxx X. Xxxx Rxxx X. Xxxx Title: President BAD DADDY’S INTERNATIONAL, LLC, a North Carolina limited liability company By: GOOD TIMES RESTAURANTS INC., a Nevada corporation, its sole member By: /s/ Rxxx X. Xxxx Rxxx X. Xxxx Chief Executive Officer, President and Secretary AMENDED AND RESTATED SECURITY AND PLEDGE AGREEMENT BAD DADDY’S FRANCHISE DEVELOPMENT, LLC, BAD DADDY’S BURGER BAR, LLC, BAD DADDY’S BURGER BAR OF BALLANTYNE, LLC, BAD DADDY’S BURGER BAR OF BIRKDALE, LLC BAD DADDY’S BURGER BAR OF CXXX, LLC, BAD DADDY’S BURGER BAR OF MOORESVILLE, LLC, BAD DADDY’S BURGER BAR OF SEABOARD, LLC, BAD DADDY’S BURGER BAR OF WINSTON-SALEM, LLC, BAD DADDY’S OF FAYETTEVILLE, LLC, BD OF GREENVILLE, LLC, BD OF WENDOVER COMMONS, LLC, BDBB OF OLIVE PARK NC, LLC, each Letter a North Carolina limited liability company BD OF COLORADO LLC, a Colorado limited liability company BD OF MXXXXXXX VILLAGE, LLC, a South Carolina limited liability company By: BAD DADDY’S INTERNATIONAL, LLC, a North Carolina limited liability company, its sole member By: GOOD TIMES RESTAURANTS INC., a Nevada corporation, its sole member By: /s/ Rxxx X. Xxxx Rxxx X. Xxxx Chief Executive Officer, President and Secretary AMENDED AND RESTATED SECURITY AND PLEDGE AGREEMENT Accepted and agreed to as of Credit outstanding under the Existing Credit Agreement shall be deemed to have been issued under this Agreement.date first above written. CADENCE BANK, as Administrative Agent By: /s/ Hxxxx Xxxxx Name: Hxxxx Xxxxx Title: Vice President AMENDED AND RESTATED SECURITY AND PLEDGE AGREEMENT LIST OF EXHIBITS EXHIBIT A FORM OF IRREVOCABLE STOCK POWER EXHIBIT B FORM OF NOTICE OF GRANT OF SECURITY INTEREST IN COPYRIGHTS EXHIBIT C FORM OF NOTICE OF GRANT OF SECURITY INTEREST IN PATENTS EXHIBIT D FORM OF NOTICE OF GRANT OF SECURITY INTEREST IN TRADEMARKS AMENDED AND RESTATED SECURITY AND PLEDGE AGREEMENT

Amendment and Restatement. In connection with Borrowers and Lender hereby agree that upon the effectiveness of this Agreement, the terms and provisions of the Existing Credit Agreement which govern or evidence the Obligations, the rights and interests of Loan Parties and Lender and any terms, conditions or matters related to any thereof, shall be and hereby are amended and restated in their entirety by the terms and provisions of this Agreement and the terms and conditions of the Existing Credit Agreement shall be superseded by this Agreement, except as expressly provided herein. Notwithstanding the amendment and restatement of the Existing Credit Agreement pursuant hereto, Borrower, Administrative Agent and the Lenders shall as certain of the Effective Date make adjustments to the outstanding principal amount of the related “Revolving Credit LoansLoan Documents” under as defined in the Existing Credit Agreement (as such term is defined thereinthe “Prior Loan Documents”) (but not any interest accrued thereon prior to the Effective Date or any accrued commitment fees under the Existing Credit Agreement prior to the Effective Date), including the borrowing of additional Revolving Credit Loans hereunder and the repayment of “Revolving Credit Loans” under the Existing Credit Agreement (as such term is defined therein) plus all applicable accrued interest, fees and expenses as shall be necessary to provide for Revolving Credit Loans by each Lender in proportion to, and in any event not in excess of, the amount of its relevant Revolving Credit Commitment as of the Effective Date, but in no event shall such adjustment of any Eurodollar Loans entitle any Lender to any reimbursement under Section 2.16 hereof or Section 2.16 of the Existing Credit Agreement; provided that the foregoing is not intended to relieve Borrower for paying any such costs to lenders under the Existing Credit Agreement to the extent such lenders are not Lenders under this Agreement, and each Lender shall be deemed to have made an assignment of its outstanding Loans and commitments under the Existing Credit Agreement and assumed outstanding Loans and commitments of other Lenders under the Existing Credit Agreement as may be necessary to effect the foregoing. The parties hereto acknowledge and agree that (i) this Agreement, any promissory notes delivered pursuant this Agreement and the other Loan Documents executed and delivered in connection herewith do not constitute a novation or termination as herein defined, all of the “Obligations” (as defined in indebtedness, liabilities and obligations owing by the Existing Credit Agreement) Borrowers under the Existing Credit Agreement shall continue as in effect prior to the Effective Date and (ii) such “Obligations” are in all respects continuing with only the terms thereof being modified as provided in this Agreement and the Obligations hereunder are in renewal and extension shall be and remain secured by the Collateral Documents for the benefit of the obligations and indebtedness under the Existing Credit Agreement. Notwithstanding the modifications effected by this Agreement Collateral Agent on behalf of the representationsLender. This Agreement is given as a substitution of, warranties and covenants of the Borrower contained in the Existing Credit Agreementnot as a payment of, the Borrower acknowledges indebtedness, liabilities and agrees that any causes of action or other rights created in favor of the Administrative Agent, any Issuing Bank or any Lender, in each case, arising out of the representations and warranties of the Borrower contained in or delivered in connection with the Existing Credit Agreement shall survive the execution, delivery and effectiveness of this Agreement to the extent provided in the Existing Credit Agreement prior to the termination thereof. All indemnification obligations of the Borrower arising Borrowers under the Existing Credit Agreement (including and is not intended to constitute a novation thereof or of any arising from a breach of the representations thereunder) shall survive to other Prior Loan Documents. Upon the extent provided in effectiveness of this Agreement, all Loans owing by the Existing Credit Agreement prior to the termination thereof. In addition, as of the Effective Date, each Letter Borrowers and Letters of Credit outstanding under the Existing Credit Agreement shall continue as Revolving Loans and Letters of Credit hereunder, in each case accruing interest, as of the date hereof, at the rates set forth herein. The parties hereto acknowledge and agree that for administrative convenience and for the express purpose of maintaining the creation and perfection of any Liens granted by the Loan Parties for the benefit of the lenders under the Existing Credit Agreement in and to any Collateral, Xxxxx Fargo shall continue to serve as the Collateral Agent under this Agreement and the Collateral Documents with all the rights and privileges bestowed upon Xxxxx Fargo in such capacity pursuant to the Existing Credit Agreement and the Collateral Documents defined therein. The Loan Parties hereby further acknowledge, confirm and agree that the Collateral Agent shall continue to have a Lien on the Collateral to secure the Obligations to the fullest extent possible under the Existing Credit Agreement and the Collateral Documents (as therein defined) notwithstanding the amendment and restatement of the terms of the Existing Credit Agreement pursuant to this Agreement. The Liens in the Collateral shall be deemed to have been issued be continuously granted and perfected from the earliest possible date of the granting and perfection of such Liens, whether under the Existing Credit agreement, the Collateral Documents (as therein defined), this Agreement, the Collateral Documents, or otherwise.

Amendment and Restatement. In connection with It is the amendment intention of the parties hereto that this Agreement supersedes and restatement of replaces the Existing Credit Agreement pursuant heretoin its entirety; provided, Borrowerthat, Administrative Agent (a) such amendment and restatement shall operate to renew, amend, modify, extend and assign all of the rights, duties, liabilities and obligations of the Borrower under the Existing Credit Agreement and under the Existing Loan Documents, which rights, duties, liabilities and obligations are hereby renewed, amended, modified and extended, and shall not act as a novation thereof, and (b) the Liens securing the Indebtedness under and as defined in the Existing Credit Agreement and the Lenders rights, duties, liabilities and obligations of the Borrower and the Guarantors under the Existing Credit Agreement and the Existing Loan Documents to which they are a party shall not be extinguished but shall be carried forward and shall secure such obligations and liabilities as amended, renewed, extended and restated hereby. The parties hereto ratify and confirm each of the Existing Loan Documents entered into prior to the Effective Date make adjustments (but excluding the Existing Credit Agreement) and agree that such Existing Loan Documents continue to be legal, valid, binding and enforceable in accordance with their terms (except to the outstanding principal amount extent amended, restated and superseded in connection with the transactions contemplated hereby), however, for all matters arising prior to the Effective Date (including the accrual and payment of interest and fees, and matters relating to indemnification and compliance with financial covenants), the “Revolving Credit Loans” under terms of the Existing Credit Agreement (as such term is defined thereinunmodified by this Agreement) (but not any interest accrued thereon prior to the Effective Date or any accrued commitment fees under the Existing Credit Agreement prior to the Effective Date), including the borrowing of additional Revolving Credit Loans hereunder shall control and are hereby ratified and confirmed. The General Partner and the repayment of “Revolving Credit Loans” under the Existing Credit Agreement (as such term is defined therein) plus all applicable accrued interestBorrower, fees jointly and expenses as shall be necessary to provide for Revolving Credit Loans by each Lender in proportion toseverally, represent and in any event not in excess of, the amount of its relevant Revolving Credit Commitment as of the Effective Date, but in no event shall such adjustment of any Eurodollar Loans entitle any Lender to any reimbursement under Section 2.16 hereof or Section 2.16 of the Existing Credit Agreement; provided that the foregoing is not intended to relieve Borrower for paying any such costs to lenders under the Existing Credit Agreement to the extent such lenders are not Lenders under this Agreement, and each Lender shall be deemed to have made an assignment of its outstanding Loans and commitments under the Existing Credit Agreement and assumed outstanding Loans and commitments of other Lenders under the Existing Credit Agreement as may be necessary to effect the foregoing. The parties hereto acknowledge and agree that (i) this Agreement, any promissory notes delivered pursuant this Agreement and the other Loan Documents executed and delivered in connection herewith do not constitute a novation or termination of the “Obligations” (as defined in the Existing Credit Agreement) under the Existing Credit Agreement as in effect prior to the Effective Date and (ii) such “Obligations” are in all respects continuing with only the terms thereof being modified as provided in this Agreement and the Obligations hereunder are in renewal and extension of the obligations and indebtedness under the Existing Credit Agreement. Notwithstanding the modifications effected by this Agreement of the representations, warranties and covenants of the Borrower contained in the Existing Credit Agreement, the Borrower acknowledges and agrees that any causes of action or other rights created in favor of the Administrative Agent, any Issuing Bank or any Lender, in each case, arising out of the representations and warranties of the Borrower contained in or delivered in connection with the Existing Credit Agreement shall survive the execution, delivery and effectiveness of this Agreement to the extent provided in the Existing Credit Agreement prior to the termination thereof. All indemnification obligations of the Borrower arising under the Existing Credit Agreement (including any arising from a breach of the representations thereunder) shall survive to the extent provided in the Existing Credit Agreement prior to the termination thereof. In additionwarrant that, as of the Effective Date, each Letter there are no claims or offsets against, or defenses or counterclaims to, their obligations (or the obligations of Credit outstanding any Guarantor) under the Existing Credit Agreement or any of the other Existing Loan Documents. [SIGNATURES BEGIN NEXT PAGE] The parties hereto have caused this Agreement to be duly executed as of the day and year first above written. BORROWER: ATLAS RESOURCE PARTNERS, L.P. By: Atlas Resource Partners GP, LLC, its general partner By: /s/ Xxxx XxXxxxx Name: Xxxx XxXxxxx Title: Chief Financial Officer ATLAS RESOURCE PARTNERS, L.P.] XXXXX FARGO BANK, NATIONAL ASSOCIATION, as a Lender, as Administrative Agent and an Issuing Bank By: /s/ Xxxxx X. Xxxxx Xxxxx X. Xxxxx Managing Director ATLAS RESOURCE PARTNERS, L.P.] DEUTSCHE BANK AG NEW YORK BRANCH, as a Lender By: Name: Title: By: Name: Title: ATLAS RESOURCE PARTNERS, L.P.] CITIBANK, N.A., as a Lender and an Issuing Bank By: Name: Title: ATLAS RESOURCE PARTNERS, L.P.] BANK OF AMERICA, N.A., as a Lender By: Name: Title: ATLAS RESOURCE PARTNERS, L.P.] JPMORGAN CHASE BANK, N.A., as a Lender and an Issuing Bank By: Name: Title: ATLAS RESOURCE PARTNERS, L.P.] COMERICA BANK, as a Lender By: Name: Title: ATLAS RESOURCE PARTNERS, L.P.] ABN AMRO CAPITAL USA LLC, as a Lender By: Name: Title: By: Name: Title: ATLAS RESOURCE PARTNERS, L.P.] NATIXIS, as a Lender By: Name: Title: By: Name: Title: ATLAS RESOURCE PARTNERS, L.P.] SUNTRUST BANK, as a Lender By: Name: Title: ATLAS RESOURCE PARTNERS, L.P.] ROYAL BANK OF CANADA, as a Lender By: Name: Title: ATLAS RESOURCE PARTNERS, L.P.] COMPASS BANK, as a Lender By: Name: Title: ATLAS RESOURCE PARTNERS, L.P.] CANADIAN IMPERIAL BANK OF COMMERCE, NEW YORK AGENCY, as a Lender By: Name: Title: CANADIAN IMPERIAL BANK OF COMMERCE, NEW YORK AGENCY, as a Lender By: Name: Title: ATLAS RESOURCE PARTNERS, L.P.] ING CAPITAL, LLC, as a Lender By: Name: Title: ATLAS RESOURCE PARTNERS, L.P.] SOVEREIGN BANK, N.A., as a Lender By: Name: Title: ATLAS RESOURCE PARTNERS, L.P.] CADENCE BANK, N.A., as a Lender By: Name: Title: ATLAS RESOURCE PARTNERS, L.P.] HUNTINGTON BANK, as a Lender By: Name: Title: ATLAS RESOURCE PARTNERS, L.P.] CAPITAL ONE, NATIONAL ASSOCIATION, as a Lender By: Name: Title: ATLAS RESOURCE PARTNERS, L.P.] BRANCH BANKING AND TRUST COMPANY, as a Lender By: Name: Title: ATLAS RESOURCE PARTNERS, L.P.] THE BANK OF NOVA SCOTIA, as a Lender By: Name: Title: ATLAS RESOURCE PARTNERS, L.P.] WHITNEY BANK, as a Lender By: Name: Title: ATLAS RESOURCE PARTNERS, L.P.] PNC BANK, NATIONAL ASSOCIATION, as a Lender By: Name: Title: ATLAS RESOURCE PARTNERS, L.P.] BARCLAYS BANK PLC, as a Lender By: Name: Title: ATLAS RESOURCE PARTNERS, L.P.] ONEWEST BANK, FSB, as a Lender By: Name: Title: ATLAS RESOURCE PARTNERS, L.P.] ANNEX I LIST OF MAXIMUM CREDIT AMOUNTS Name of Lender Applicable Percentage Maximum Credit Amount Xxxxx Fargo Bank, National Association 11.97604790 % $ 179,640,718.56 Deutsche Bank AG New York Branch 6.58682635 % $ 98,802,395.21 Citibank, N.A. 6.00000000 % $ 98,802,395.21 Bank of America, N.A. 6.58682635 % $ 98,802,395.21 JPMorgan Chase Bank, N.A. 6.00000000 % $ 98,802,395.21 Comerica Bank 4.00000000 % $ 70,059,880.23 ABN Amro Capital USA LLC 4.67065868 % $ 70,059,880.23 Natixis 4.67065868 % $ 70,059,880.23 SunTrust Bank 4.00000000 % $ 70,059,880.23 Royal Bank of Canada 4.00000000 % $ 70,059,880.23 Compass Bank 4.00000000 % $ 70,059,880.23 Canadian Imperial Bank of Commerce, New York Agency 4.00000000 % $ 70,059,880.23 ING Capital LLC 4.67065868 % $ 70,059,880.23 Sovereign Bank, N.A. 3.00000000 % $ 52,095,808.39 Cadence Bank, N.A. 2.00000000 % $ 38,622,754.50 Huntington Bank 2.00000000 % $ 38,622,754.50 Capital One, National Association 2.57485030 % $ 38,622,754.50 Branch Banking and Trust Company 2.57485030 % $ 38,622,754.50 The Bank of Nova Scotia 2.00000000 % $ 38,622,754.50 Whitney Bank 2.00000000 % $ 38,622,754.50 Annex I Name of Lender Applicable Percentage Maximum Credit Amount PNC Bank, National Association 1.79640719 % $ 26,946,107.79 Barclays Bank PLC 1.00000000 % $ 26,946,107.79 OneWest Bank, FSB 1.00000000 % $ 26,946,107.79 Total 100 % $ 1,500,000,000.00 Annex I ANNEX II EXISTING LETTERS OF CREDIT Beneficiary Issuing Bank Amount Issue Date Paramount Group Inc. Xxxxx Fargo $ 376,845.00 April 26, 2012 Commonwealth of Pennsylvania Xxxxx Fargo $ 35,000.00 July 31, 2012 WIN Energy REMC Xxxxx Fargo $ 150,000.00 December 31, 2012 Xxxxxx Max Field JPMorgan $ 30,000.00 October 20, 0000 Xxxxxxx Xxxx and Xxxxxxx Xxxxxx JPMorgan $ 30,000.00 October 20, 2010 Annex II EXHIBIT A FORM OF NOTE $[ ] [ ], 201[ ] FOR VALUE RECEIVED, Atlas Resource Partners, L.P., a Delaware limited partnership (the “Borrower”), hereby promises to pay to the order of [ ] (the “Lender”), at the office of Xxxxx Fargo Bank, National Association (the “Administrative Agent”), at 0000 Xxxx Xxxxxx, Suite 4500, T9216-451, Dallas, Texas 75202, Attention: Xxxxx X. Xxxxx, the principal sum of [ ] Dollars ($[ ]) (or such lesser amount as shall equal the aggregate unpaid principal amount of the Loans made by the Lender to the Borrower under the Credit Agreement (as hereinafter defined)), in lawful money of the United States of America and in immediately available funds, on the dates and in the principal amounts provided in the Credit Agreement, and to pay interest on the unpaid principal amount of each such Loan, at such office, in like money and funds, for the period commencing on the date of such Loan until such Loan shall be deemed paid in full, at the rates per annum and on the dates provided in the Credit Agreement. The date, amount, Type, interest rate and, if applicable, Interest Period of each Loan made by the Lender to the Borrower, and each payment made on account of the principal thereof, shall be recorded by the Lender on its books and, prior to any transfer of this Note, may be endorsed by the Lender on the schedules attached hereto or any continuation thereof or on any separate record maintained by the Lender. Failure to make any such notation or to attach a schedule shall not affect the Lender’s or the Borrower’s rights or obligations in respect of such Loans or affect the validity of such transfer by the Lender of this Note. This Note is one of the Notes referred to in the Second Amended and Restated Credit Agreement, dated as of July 31, 2013, among the Borrower, the Administrative Agent, and the other lenders from time to time party thereto (including the Lender), and evidences Loans made by the Lender thereunder (such Credit Agreement as the same may be amended, supplemented, restated or otherwise modified from time to time, the “Credit Agreement”). Unless otherwise defined herein, capitalized terms used in this Note have been the respective meanings assigned to them in the Credit Agreement. This Note is issued under pursuant to the Credit Agreement and is entitled to the benefits provided for in the Credit Agreement and the other Loan Documents. The Credit Agreement provides for the acceleration of the maturity of this Note upon the occurrence of certain events, for prepayments of Loans upon the terms and conditions specified therein and other provisions relevant to this Note. THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. ATLAS RESOURCE PARTNERS, L.P. By: Atlas Resource Partners GP, LLC, its general partner By: Name: Title: EXHIBIT B FORM OF BORROWING REQUEST [ ], 201[ ] Atlas Resource Partners, L.P., a Delaware limited partnership (the “Borrower”), pursuant to Section 2.03 of the Second Amended and Restated Credit Agreement dated as of July 31, 2013 (together with all amendments, restatements, supplements or other modifications thereto, the “Credit Agreement.”), among the Borrower, Xxxxx Fargo Bank, National Association, as Administrative Agent, and the other lenders (the “Lenders”) from time to time party thereto (unless otherwise defined herein, each capitalized term used herein is defined in the Credit Agreement), hereby requests a Borrowing as follows:

Amendment and Restatement. In connection with the The parties hereto have agreed that this Agreement is an amendment and restatement of the Existing Credit Agreement in its entirety, and the execution of this Agreement does not indicate a payment, satisfaction, novation, or discharge thereof. All security and support for the indebtedness under the Existing Credit Agreement continues to secure and support the Obligations hereunder. The outstanding commitments under the Existing Credit Agreement have been assigned, renewed, extended, modified, and rearranged as Commitments under and pursuant heretoto the terms of this Agreement. Certain of the Lenders (as Lenders under the Existing Credit Agreement) have agreed among themselves, in consultation with the Borrower and the Administrative Agent, to adjust their respective Commitments and to terminate the commitments of certain lenders under the Existing Credit Agreement who will not become a Lender hereunder (each an “Exiting Lender”). The Administrative Agent, the Lenders, and the Borrower, Administrative Agent and each Exiting Lender (by receipt of the payment in full of the Loans as defined in, and owing to it under, the Existing Credit Agreement and under a separate exiting agreement executed by such Exiting Lender) consented to such reallocation and each Exiting Lender’s adjustment of, and each Exiting Lender’s assignment of, an interest in the commitments and the Exiting Lenders’ assignments of their respective commitments. On the Effective Date, and after giving effect to such reallocations, adjustments, assignments and decreases, the Commitments of each Lender shall be as set forth on Schedule 2.01. The Lenders shall as make all appropriate adjustments and payments between and among themselves to account for the revised pro rata shares resulting from the initial allocation of the Effective Date make adjustments Lenders’ commitments under the Existing Credit Agreement to the outstanding principal amount of the under this Agreement. The Borrower and each Lender party hereto that was a “Revolving Credit LoansLender” under the Existing Credit Agreement (as such term hereby agrees and this Section 9.249.26 and any exiting agreement executed by an Exiting Lender that is defined therein) (but not any interest accrued thereon prior acceptable to the Effective Date or any accrued commitment fees under the Existing Credit Agreement prior to the Effective Date), including the borrowing of additional Revolving Credit Loans hereunder and the repayment of “Revolving Credit Loans” under the Existing Credit Agreement (as such term is defined therein) plus all applicable accrued interest, fees and expenses as shall be necessary to provide for Revolving Credit Loans by each Lender in proportion to, and in any event not in excess of, the amount of its relevant Revolving Credit Commitment as of the Effective Date, but in no event shall such adjustment of any Eurodollar Loans entitle any Lender to any reimbursement under Section 2.16 hereof or Section 2.16 of the Existing Credit Agreement; provided that the foregoing is not intended to relieve Borrower for paying any such costs to lenders under the Existing Credit Agreement to the extent such lenders are not Lenders under this Agreement, and each Lender Administrative Agent shall be deemed to have made an approved assignment of its outstanding Loans and commitments under the Existing Credit Agreement and assumed outstanding Loans and commitments of other Lenders under the Existing Credit Agreement forms as may be necessary to effect the foregoing. The parties hereto acknowledge and agree that (i) this Agreement, any promissory notes delivered pursuant this Agreement and the other Loan Documents executed and delivered in connection herewith do not constitute a novation or termination of the “Obligations” (as defined in the Existing Credit Agreement) under the Existing Credit Agreement as in effect prior to the Effective Date and (ii) such “Obligations” are in all respects continuing with only the terms thereof being modified as provided in this Agreement and the Obligations hereunder are in renewal and extension of the obligations and indebtedness required under the Existing Credit Agreement. Notwithstanding the modifications effected by this Agreement 128 Schedule 2.01 Lenders and Commitments Bank Commitment Xxxxx Fargo Bank, N.A. $23,142,857.16 ABN AMRO Capital USA LLC $21,142,857.14 Bank of America, N.A. $21,142,857.14 Capital One, National Association $21,142,857.14 JPMorgan Chase Bank, N.A. $21,142,857.14 Regions Bank $21,142,857.14 Royal Bank of Canada $21,142,857.14 Barclays Bank PLC $17,142,857.14 Cadence Bank, N.A. $12,857,142.86 ZB, N.A. D/B/A Amegy Bank $12,857,142.86 Credit Suisse AG, Cayman Islands $7,142,857.14 TOTAL $200,000,000.00 Schedule 2.01 Schedule 3.08 Subsidiaries SUBSIDIARY NAME JURISDICTION OF FORMATION OUTSTANDING EQUITY INTERESTS % Ownership Interest of the representationsU.S. Borrower and its Subsidiaries Capstar Drilling, warranties Inc. Texas 27,882 shares of common stock 100% Capstar Holding, L.L.C. Delaware MembershipInterest 100% Oil States Industries do Brasil Instalacoes Maritimas Ltda. Brazil Quotas -uncertificated 100% Oil States Energy Services Holding, Inc. Delaware 1,000 Shares 100% Oil States Energy Services, L.L.C. Delaware MembershipInterest 100% Oil States Energy Services, S.A. de C.V. Mexico 53,635 Shares 100% Oil States Industries (Asia) PTE LTD Singapore 100 common 100% Oil States Industries (India) Private Limited India 16,759,071 Shares 100% Oil States Industries (Thailand) Ltd. Thailand 422,900 ordinaryshares 99.51% Oil States Industries (UK) Limited Scotland 1,100,000 100% Oil States Industries, Inc. Delaware 100 shares ofcommon 100% Oil States Industries (Malaysia) Inc. Delaware 1,000 shares 100% Oil States Management, Inc. Delaware 1,000 shares ofcommon stock 100% Oil States Skagit SMATCO, LLC Delaware MembershipInterest 100% OSES International Holding, L.L.C. Delaware MembershipInterest 100% OSES International, LLC Delaware MembershipInterest 100% Oil States Energy Services International, Inc. The Bahamas 3,000 shares 100% Oil States Energy Services (Canada) Incorporated Canada 1,000 Class ACommon shares;266 Class BCommon shares 100% Tempress Technologies, Inc. Washington 1,000 Shares 100% Oil States Industries US, Inc. Delaware Membership Interests 100% Oil States Industries Netherlands CV Netherlands Membership Interest 100% Oil States Industries 1 X.X. Xxxxxxxxxxx 0 common 100% Oil States Industries LLC 2 Delaware Membership Interest 100% Oil States Industries LLC 3 Delaware Membership Interest 100% Oil States Industries LLC 1 Delaware Membership Interest 100% Oil States Industries Singapore Holdco B.V. Netherlands 346,307 common 100% Oil States Industries (Shenzhen) Co. Ltd. China Charter Capital 100% GD Development Corporation Delaware 1,000 100% GEODynamics, Inc. Delaware 150,000 100% Legacy Oil Tools LLC Texas Membership Interest 100% GEO Dynamics (U.K) Ltd. UK 1 share 100% Oil States Martec de Mexico, S.A. de C.V. Mexico Inactive / Dormant 100% OIS Cyprus Limited Cyprus 1,000 shares 100% MR Inspection Services Limited United Kingdom 1 share 100% MR Oil States, Energy Services, S.L. Las Palmas 300 shares 100% Oil States Industries Middle East, LLC Abu Dhabi Membership Interest 100% EXHIBIT A [FORM OF] BORROWING BASE CERTIFICATE [Date] Xxxxx Fargo Bank, National Association 0000 Xxxx X.X. Xxxxxx Blvd – 1B 1 MACD1109-019 Xxxxxxxxx, XX 00000 Attn: Agency Services Manager Email: xxxxxxxxxxxxxx.xxxxxxxx@xxxxxxxxxx.xxx Facsimile: 000-000-0000 Ladies and covenants of the Borrower contained in the Existing Gentlemen: Reference is made to that certain Amended and Restated Credit Agreement, dated as of January 30, 2018 (as may be amended, supplemented, or otherwise modified from time to time, the Borrower acknowledges “Credit Agreement”), among Oil States International, Inc., the lenders from time to time party thereto (the “Lenders”), and agrees that any causes of action or other rights created Xxxxx Fargo Bank, National Association, as administrative agent (in favor such capacity, the “Administrative Agent”). Capitalized terms used herein and not otherwise defined herein have the meanings set forth in the Credit Agreement. The undersigned, on behalf of the Administrative AgentBorrower, any Issuing Bank or any Lender, in each case, arising out of the representations hereby certifies and warranties of the Borrower contained in or delivered in connection with the Existing Credit Agreement shall survive the execution, delivery and effectiveness of this Agreement to the extent provided in the Existing Credit Agreement prior to the termination thereof. All indemnification obligations of the Borrower arising under the Existing Credit Agreement (including any arising from a breach of the representations thereunder) shall survive to the extent provided in the Existing Credit Agreement prior to the termination thereof. In addition, as of the Effective Date, each Letter of Credit outstanding under the Existing Credit Agreement shall be deemed to have been issued under this Agreement.warrants that:

Amendment and Restatement. In connection This Agreement amends and restates the Prepetition Credit Agreement in its entirety. The Borrower hereby agrees that (a) the Debt outstanding under the Prepetition Credit Agreement and the Loan Documents (as defined in the Prepetition Credit Agreement; together with the amendment and restatement of Prepetition Credit Agreement, the “Existing Credit Agreement pursuant hereto, Borrower, Administrative Agent Documents”) and the Lenders shall as of the Effective Date make adjustments to the outstanding principal amount of the “Revolving Credit Loans” under the Existing Credit Agreement all accrued and unpaid interest thereon and (as such term is defined thereinb) (but not any interest all accrued thereon prior to the Effective Date or any accrued commitment and unpaid fees under the Existing Credit Documents, shall be deemed to be outstanding under and governed by this Agreement. The Borrower hereby acknowledges, warrants, represents and agrees that this Agreement prior is not intended to be, and shall not be deemed or construed to be, a novation or release of the Effective Date), including the borrowing of additional Revolving Existing Credit Loans hereunder and the repayment of “Revolving Credit Loans” Documents. Each Lender which is a Lender under the Existing Credit Agreement (as such term is defined therein) plus all applicable accrued interestDocuments hereby waives any requirements for notice of prepayment, fees and expenses as shall be necessary to provide for Revolving Credit Loans by each Lender in proportion to, and in any event not in excess of, the amount minimum amounts of its relevant Revolving Credit Commitment as prepayments of the Effective Dateloans thereunder, but in no event shall such adjustment of any Eurodollar Loans entitle any Lender to any reimbursement under Section 2.16 hereof or Section 2.16 ratable reductions of the Existing Credit Agreement; provided that the foregoing is not intended to relieve Borrower for paying any such costs to lenders commitments of Lenders under the Existing Credit Agreement Documents and ratable payments on account of the principal or interest of any loan under the Existing Credit Documents to the extent that any such lenders prepayment, reductions or payments are not Lenders under required to ensure that, upon the effectiveness of this Agreement, and each Lender the loans of the Lenders shall be deemed outstanding on a ratable basis in accordance with their respective Applicable Percentage. Each Lender hereby authorizes the Administrative Agent and the Borrower to have made an assignment request Borrowings from Lenders, to make prepayment of its outstanding Loans the loans under the Existing Credit Documents and to reduce the commitments under the Existing Credit Agreement and assumed Documents among Lenders in order to ensure that, upon the effectiveness of this Agreement, the loans of Lenders shall be outstanding Loans and commitments of other Lenders under the Existing Credit Agreement as may be necessary to effect the foregoingon a ratable basis in accordance with their respective Applicable Percentage. The parties hereto acknowledge confirm, ratify and reaffirm each of the Existing Credit Documents entered into prior to the Closing Date (but excluding the Prepetition Credit Agreement) and agree that (i) this Agreement, any promissory notes delivered pursuant this Agreement and the other Loan Documents executed and delivered in connection herewith do not constitute a novation or termination of the “Obligations” (as defined in the such Existing Credit Agreement) under the Existing Credit Agreement as Documents continue to be legal, valid, binding and enforceable in effect prior accordance with their terms (except to the Effective Date extent, amended, restated and (ii) such “Obligations” are in all respects continuing with only the terms thereof being modified as provided in this Agreement and the Obligations hereunder are in renewal and extension of the obligations and indebtedness under the Existing Credit Agreement. Notwithstanding the modifications effected by this Agreement of the representations, warranties and covenants of the Borrower contained in the Existing Credit Agreement, the Borrower acknowledges and agrees that any causes of action or other rights created in favor of the Administrative Agent, any Issuing Bank or any Lender, in each case, arising out of the representations and warranties of the Borrower contained in or delivered superseded in connection with the Existing Credit Agreement shall survive the execution, delivery transactions contemplated hereby). The Borrower hereby represents and effectiveness of this Agreement to the extent provided in the Existing Credit Agreement prior to the termination thereof. All indemnification obligations of the Borrower arising under the Existing Credit Agreement (including any arising from a breach of the representations thereunder) shall survive to the extent provided in the Existing Credit Agreement prior to the termination thereof. In additionwarrants that, as of the Effective Closing Date, each Letter there are no claims or offsets against, or defenses or counterclaims to, their obligations (or the obligations of Credit outstanding any Guarantor) under the Prepetition Credit Agreement or any other Existing Credit Documents. The parties hereto have caused this Agreement shall to be deemed duly executed as of the day and year first above written. XXXXXXXX RESOURCES AMERICA INC., as Borrower By: /s/ Xxxxx X. Xxxxxxx III Name: Xxxxx X. Xxxxxxx III Title: Chief Executive Officer XXXXXXXX RESOURCES US INC., as Parent By: /s/ Xxxxx X. Xxxxxxx III Name: Xxxxx X. Xxxxxxx III Title: Chief Executive Officer ALBANY SERVICES, L.L.C. AMADEUS PETROLEUM INC. T-N-T ENGINEERING, INC. XXXXXXXX RESOURCES INTERMEDIATE INC. LNR AMERICA INC., as Guarantors By: /s/ Xxxxx X. Xxxxxxx III Name: Xxxxx X. Xxxxxxx III Title: President Signature Page to have been issued under this Agreementthe Amended and Restated Credit Agreement EAGLEFORD GAS, LLC EAGLEFORD GAS 2, LLC EAGLEFORD GAS 3, LLC EAGLEFORD GAS 4, LLC EAGLEFORD GAS 5, LLC EAGLEFORD GAS 6, LLC EAGLEFORD GAS 7, LLC EAGLEFORD GAS 8, LLC EAGLEFORD GAS 10, LLC LA SALLE EAGLE FORD GATHERING LINE LLC XXXXXXXX BR DISPOSAL LLC XXXXXXXX OPERATING, LLC XXXXXXXX RESOURCES, INC. POPLAR ENERGY, LLC as Guarantors By: /s/ Xxxxx X. Xxxxxxx III Name: Xxxxx X. Xxxxxxx III Title: Chief Executive Officer EAGLEFORD GAS 11, LLC By: XXXXXXXX RESOURCES, INC., its sole member By: /s/ Xxxxx X. Xxxxxxx III Name: Xxxxx X. Xxxxxxx III Title: Chief Executive Officer Signature Page to the Amended and Restated Credit Agreement ADMINISTRATIVE AGENT: CITIBANK, N.A. By: /s/ Xxxxx XxXxxxx Name: Xxxxx XxXxxxx Title: Senior Vice President LENDER: CITIBANK, N.A. By: /s/ Xxxxx XxXxxxx Name: Xxxxx XxXxxxx Title: Senior Vice President SOLE LEAD ARRANGER: CITIBANK, N.A. By: /s/ Xxxxx XxXxxxx Name: Xxxxx XxXxxxx Title: Senior Vice President LENDER: ABN AMRO CAPITAL USA LLC By: /s/ Xxxx Xxxxx Name: Xxxx Xxxxx Title: By: /s/ Xxxxx Xxxx Name: Xxxxx Xxxx Title: Signature Page to the Amended and Restated Credit Agreement LENDER: BARCLAYS BANK PLC By: /s/ Sydney X. Xxxxxx Name: Sydney X. Xxxxxx Title: Director Signature Page to the Amended and Restated Credit Agreement LENDER: COMERICA BANK By: /s/ Xxxxx Xxxx Name: Xxxxx Xxxx Title: Vice President Signature Page to the Amended and Restated Credit Agreement LENDER: FIFTH THIRD BANK, NATIONAL ASSOCIATION By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Vice President Signature Page to the Amended and Restated Credit Agreement LENDER: IBERIABANK, A DIVISION OF FIRST HORIZON By: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Vice President Signature Page to the Amended and Restated Credit Agreement LENDER: JPMORGAN CHASE BANK, N.A. By: /s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: Authorized Officer Signature Page to the Amended and Restated Credit Agreement LENDER: OCM ENGY HOLDINGS, LLC By: Oaktree Fund GP, LLC Its: Manager By: Oaktree Fund GP I, L.P. Its: Managing Member By: /s/ Xxxxx Xxxxxxxx Name: Xxxxx Xxxxxxxx Title: Authorized Signatory By: /s/ Jordan Mikes Name: Jordan Mikes Title: Authorized Signatory Signature Page to the Amended and Restated Credit Agreement LENDER: TRUIST BANK By: /s/ Xxxxxxx X. Xxxxxxx Name: Xxxxxxx X. Xxxxxxx Title: Senior Vice President

Amendment and Restatement. In connection with It is the amendment and restatement intention of each of the Existing Credit parties hereto that the Original Agreement be amended and restated in its entirety pursuant hereto, Borrower, Administrative Agent to this Agreement so as to preserve the perfection and priority of all security interests and Liens securing obligations outstanding under the Lenders Original Agreement and that all Obligations of PESRM hereunder shall as of be secured by the Effective Date make adjustments Liens granted or purported to be granted pursuant to the outstanding principal amount of the “Revolving Credit Loans” under the Existing Credit Agreement (as such term is defined therein) (but not any interest accrued thereon prior to the Effective Date or any accrued commitment fees under the Existing Credit Agreement prior to the Effective Date), including the borrowing of additional Revolving Credit Loans hereunder Supply and the repayment of “Revolving Credit Loans” under the Existing Credit Agreement (as such term is defined therein) plus all applicable accrued interest, fees Offtake Security Documents and expenses as shall be necessary to provide for Revolving Credit Loans by each Lender in proportion to, and in any event not in excess of, the amount of its relevant Revolving Credit Commitment as of the Effective Date, but in no event shall such adjustment of any Eurodollar Loans entitle any Lender to any reimbursement under Section 2.16 hereof or Section 2.16 of the Existing Credit Agreement; provided that the foregoing is not intended to relieve Borrower for paying any such costs to lenders under the Existing Credit Agreement to the extent such lenders are not Lenders under this Agreement, and each Lender shall be deemed to have made an assignment of its outstanding Loans and commitments under the Existing Credit Agreement and assumed outstanding Loans and commitments of other Lenders under the Existing Credit Agreement as may be necessary to effect the foregoing. The parties hereto acknowledge and agree that (i) this Agreement, any promissory notes delivered pursuant this Agreement and the other Loan Documents executed and delivered in connection herewith do does not constitute a novation or termination of the “Obligations” (under and as defined in in, and existing under, the Existing Credit Agreement) under the Existing Credit Original Agreement as in effect prior to the Effective Date and (ii) such other than any “Obligations” are in all respects continuing with only under or relating to the terms thereof being modified as provided in this Agreement Original Agreement). PESRM, MLC and the Obligations hereunder are in renewal and extension of the obligations and indebtedness under the Existing Credit Agreement. Notwithstanding the modifications effected by this Agreement of the representations, warranties and covenants of the Borrower contained in the Existing Credit Agreement, the Borrower each other Person party hereto further acknowledges and agrees that any causes of action or other rights created in favor this Agreement constitutes an amendment of the Administrative Agent, any Issuing Bank or any Lender, Original Agreement made under and in each case, arising out accordance with the terms of Section 16.10 of the representations and warranties of the Borrower contained in or delivered in connection with the Existing Credit Agreement shall survive the execution, delivery and effectiveness of this Agreement to the extent provided in the Existing Credit Agreement prior to the termination thereof. All indemnification obligations of the Borrower arising under the Existing Credit Agreement (including any arising from a breach of the representations thereunder) shall survive to the extent provided in the Existing Credit Agreement prior to the termination thereofOriginal Agreement. In addition, as of from and after the Effective Date, each Letter of Credit outstanding under all references to the Existing Credit Agreement “Supply and Offtake Agreement” contained in the other Effective Date PESRM Documents shall be deemed to have been issued under refer to this Agreement.. ** Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. ** Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. EXECUTED as of the date first written above by MLC, PESRM and PESA. MLC: XXXXXXX XXXXX COMMODITIES, INC. By: /s/ Xxxx Xxxxx Name: Xxxx Xxxxx Title: Managing Director ** Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. PESRM:

Amendment and Restatement. In connection with This Agreement shall become effective on the amendment Restatement Effective Date and restatement shall supersede all provisions of the Existing Credit Agreement pursuant hereto, Borrower, Administrative Agent as of such date and the Lenders Existing Credit Agreement shall as thereafter be of no further force and effect, except to evidence (i) the incurrence by the Borrower of the Effective Date make adjustments to the outstanding principal amount of the “Revolving Credit Loans” obligations under the Existing Credit Agreement (whether or not such obligations are contingent as such term is defined thereinof the Restatement Effective Date), (ii) (but not any interest accrued thereon the representations and warranties made by the Borrower prior to the Restatement Effective Date and (iii) any action or any accrued commitment fees under the omission performed or required to be performed pursuant to such Existing Credit Agreement prior to the Restatement Effective Date), including . From and after the borrowing of additional Revolving Credit Loans hereunder and the repayment of “Revolving Credit Loans” under Restatement Effective Date all references made to the Existing Credit Agreement (as such term is defined therein) plus all applicable accrued interest, fees and expenses as shall be necessary to provide for Revolving Credit Loans by each Lender in proportion to, and in any event not Transaction Document or in excess ofany other instrument or document shall, the amount of its relevant Revolving Credit Commitment as of the Effective Datewithout further action, but in no event shall such adjustment of any Eurodollar Loans entitle any Lender to any reimbursement under Section 2.16 hereof or Section 2.16 of the Existing Credit Agreement; provided that the foregoing is not intended to relieve Borrower for paying any such costs to lenders under the Existing Credit Agreement to the extent such lenders are not Lenders under this Agreement, and each Lender shall be deemed to have made an assignment of its outstanding Loans refer to this Agreement. This Agreement amends and commitments under restates the Existing Credit Agreement and assumed outstanding Loans is not intended to be or operate as a novation or an accord and commitments satisfaction of other the Existing Credit Agreement or the obligations and liabilities of the Borrower evidenced or provided for thereunder. Without limiting the generality of the foregoing, the Borrower agrees that notwithstanding the execution and delivery of this Agreement, the security interest, lien, collateral security or supporting obligations previously granted to the Administrative Agent in its individual capacity pursuant to the Transaction Documents shall be and remain in full force and effect and that any rights and remedies of the Administrative Agent in its individual capacity thereunder and obligations of the Borrower thereunder shall be and remain in full force and effect, shall not be affected, impaired or discharged thereby and shall secure all of the Borrower’s Obligations and liabilities to Administrative Agent and the Lenders under the Existing Credit Agreement as may be necessary to effect amended and restated hereby. Without limiting the foregoing. The , the parties hereto to this Agreement hereby acknowledge and agree that (i) the “Credit Agreement” referred to in the Transaction Documents shall from and after the date hereof be deemed references to this Agreement, any promissory notes delivered pursuant this Agreement and the other Loan Documents executed and delivered in connection herewith do not constitute a novation or termination of the “Obligations” (as defined in the Existing Credit Agreement) under the Existing Credit Agreement as in effect prior to the Effective Date and (ii) such “Obligations” are in all respects continuing with only the terms thereof being modified as provided in this Agreement and the Obligations hereunder are in renewal and extension of the obligations and indebtedness under the Existing Credit Agreement. Notwithstanding the modifications effected by this Agreement of the representations, warranties and covenants of the Borrower contained in the Existing Credit AgreementIn Witness Whereof, the Borrower acknowledges and agrees that any causes of action or other rights created in favor of the Administrative Agent, any Issuing Bank or any Lender, in each case, arising out of the representations and warranties of the Borrower contained in or delivered in connection with the Existing Credit Agreement shall survive the execution, delivery and effectiveness of parties have caused this Agreement to the extent provided in the Existing Credit Agreement prior to the termination thereof. All indemnification obligations of the Borrower arising under the Existing Credit Agreement (including any arising from a breach of the representations thereunder) shall survive to the extent provided in the Existing Credit Agreement prior to the termination thereof. In additionbe executed by their respective officers thereunto duly authorized, as of the Effective Date, each Letter of Credit outstanding under the Existing Credit Agreement shall be deemed to have been issued under this Agreement.date first above written. Borrower: Runway Growth Finance Corp. By: Name: Title:

Amendment and Restatement. In connection with On the amendment and restatement of Restatement Effective Date, the Existing Credit Agreement pursuant heretoshall be amended and restated in its entirety by this Agreement, Borrower, Administrative Agent and the Lenders Existing Credit Agreement shall as thereafter be of no further force and effect, except to evidence (i) the incurrence by the Initial Borrower of the Effective Date make adjustments to the outstanding principal amount of the “Revolving Credit Loans” obligations under the Existing Credit Agreement (whether or not such obligations are contingent as such term is defined therein) (but not any interest accrued thereon prior to of the Restatement Effective Date or any accrued commitment fees under released pursuant to and in accordance with the terms of the Borrower Assignment Agreement), (ii) the representations and warranties made by the Initial Borrower and the guarantors from time to time party to the Existing Credit Agreement prior to the Restatement Effective Date and (iii) any action or omission performed or required to be performed pursuant to such Existing Credit Agreement prior to the Restatement Effective Date (including any failure, prior to the Restatement Effective Date, to comply with the covenants contained in such Existing Credit Agreement), including . It is the borrowing intention of additional Revolving Credit Loans hereunder and each of the repayment of “Revolving Credit Loans” under parties hereto that the Existing Credit Agreement (be amended and restated hereunder so as such term is defined therein) plus to preserve the perfection and priority of all applicable accrued interest, fees Liens securing the Secured Obligations under the Loan Documents and expenses as shall be necessary to provide for Revolving Credit Loans by each Lender in proportion to, and in any event not in excess of, the amount of its relevant Revolving Credit Commitment as that all Secured Obligations of the Effective Date, but in no event shall such adjustment of any Eurodollar Loans entitle any Lender to any reimbursement under Section 2.16 hereof or Section 2.16 of the Existing Credit Agreement; provided that the foregoing is not intended to relieve Initial Borrower for paying any such costs to lenders under the Existing Credit Agreement as assigned to the extent such lenders are not Lenders under this Agreement, and each Lender shall be deemed Borrower pursuant to have made an assignment of its outstanding Loans and commitments under the Existing Credit Agreement and assumed outstanding Loans and commitments of other Lenders under the Existing Credit Agreement as may be necessary to effect the foregoing. The parties hereto acknowledge and agree that (i) this Agreement, any promissory notes delivered pursuant this Borrower Assignment Agreement and the Guarantors hereunder shall continue to be secured by Xxxxx granted under and evidenced by the Security Agreement or any other Loan Documents executed Document, and delivered in connection herewith do that this Agreement does not constitute a novation or termination of the “Obligations” (as defined in the Existing Credit Agreement) under the Existing Credit Agreement as in effect prior to the Effective Date Indebtedness and (ii) such “Obligations” are in all respects continuing with only the terms thereof being modified as provided in this Agreement and the Obligations hereunder are in renewal and extension of the obligations and indebtedness existing under the Existing Credit Agreement. Notwithstanding the modifications effected by The terms and conditions of this Agreement and the Administrative Agent’s and the Lenders’ rights and remedies under this Agreement and the other Loan Documents shall apply to all of the representations, warranties and covenants of the Borrower contained in obligations incurred under the Existing Credit Agreement. This amendment and restatement is limited as written and is not a consent to any other amendment, the Borrower acknowledges and agrees that restatement or waiver, whether or not similar and, unless specifically amended hereby or by any causes of action or other rights created in favor Loan Document, each of the Administrative AgentLoan Documents shall continue in full force and effect and, any Issuing Bank or any Lender, in each case, arising out of from and after the representations and warranties of the Borrower contained in or delivered in connection with the Existing Credit Agreement shall survive the execution, delivery and effectiveness of this Agreement to the extent provided in the Existing Credit Agreement prior to the termination thereof. All indemnification obligations of the Borrower arising under the Existing Credit Agreement (including any arising from a breach of the representations thereunder) shall survive to the extent provided in the Existing Credit Agreement prior to the termination thereof. In addition, as of the Restatement Effective Date, each Letter of all references to the “Credit outstanding under the Existing Credit Agreement Agreement” contained therein shall be deemed to have been issued under refer to this Agreement.. ​ ​ 115 ​

Amendment and Restatement. In connection with The parties hereto agree that, on the amendment and restatement of Effective Date, the following transactions shall be deemed to occur automatically, without further action by any party hereto: (a) the Existing Credit Agreement shall be deemed to be amended and restated in its entirety pursuant hereto, Borrower, Administrative Agent and the Lenders shall as of the Effective Date make adjustments to the outstanding principal amount of the “Revolving Credit Loans” this Agreement; (b) all obligations under or in connection with the Existing Credit Agreement (as such term is defined therein) (but not any interest accrued thereon prior to outstanding on the Effective Date or any accrued commitment fees under the Existing Credit Agreement prior to the Effective Date), including the borrowing of additional Revolving Credit Loans hereunder shall in all respects be continuing and the repayment of “Revolving Credit Loans” under the Existing Credit Agreement (as such term is defined therein) plus all applicable accrued interest, fees and expenses as shall be necessary deemed to provide for Revolving Credit Loans by each Lender in proportion tobe Obligations outstanding hereunder (and, and in any event not in excess of, the amount of its relevant Revolving Credit Commitment as of on the Effective Date, but in no event shall such adjustment of any Eurodollar Loans entitle any Lender to any reimbursement under Section 2.16 hereof or Section 2.16 the U.S. Borrower hereby absolutely and expressly assumes all of the Existing Credit Agreement; provided that the foregoing is not intended to relieve Borrower for paying any such costs to lenders under the Existing Credit Agreement to the extent such lenders are not Lenders under this Agreementduties, obligations and liabilities of SPX Corporation, in its capacity as a borrower under, and each Lender shall be deemed to have made an assignment of its outstanding Loans and commitments under in connection with, the Existing Credit Agreement and assumed outstanding Loans and commitments of other Lenders under the Existing Credit Agreement as may be necessary to effect the foregoing. The parties hereto acknowledge and agree that (i) this Agreement, any promissory notes delivered pursuant this Agreement and the other Loan Documents loan documents executed and delivered in connection herewith do not constitute a novation or termination of the “Obligations” (as defined in with the Existing Credit Agreement); (c) under the Existing Credit Agreement as in effect prior to the Effective Date extent evidenced by the Guarantee and (ii) such “Obligations” are in all respects continuing with only Collateral Agreement, the terms thereof being modified as provided in this Agreement and guarantees made to the Obligations hereunder are in renewal and extension holders of the obligations and indebtedness under pursuant to the Existing Credit Agreement. Notwithstanding the modifications effected by this Agreement of the representations, warranties and covenants of the Borrower contained in the Existing Credit Agreement, the Borrower acknowledges and agrees that any causes of action or other rights created in favor of the Administrative Agent, any Issuing Bank or any Lender, in each case, arising out of the representations and warranties of the Borrower contained in or delivered loan documents entered into in connection with the Existing Credit Agreement shall survive remain in full force and effect with respect to the execution, delivery Obligations and effectiveness of this Agreement are hereby reaffirmed; and (d) to the extent provided evidenced by the Guarantee and Collateral Agreement, the security interests and liens granted in favor of Bank of America, as administrative agent for the benefit of the holders of the obligations, created under the collateral documents entered into in connection with the Existing Credit Agreement prior shall remain in full force and effect with respect to the termination thereofObligations and are hereby reaffirmed. All indemnification obligations of On the Borrower arising Effective Date, (i) the revolving credit extensions and revolving commitments made by the lenders under the Existing Credit Agreement (including any arising from a breach shall be re-allocated and restated among the Lenders so that, as of the representations thereunder) Effective Date, the respective Revolving Commitments of the Lenders shall survive to be as set forth on Schedule 1.1A as in effect on the extent provided in the Existing Credit Agreement prior to the termination thereof. In additionEffective Date (and, as of the Effective Date, each Lender’s portion of any outstanding Revolving Loans shall be equal to its Applicable Revolving Percentage of the outstanding amount of such Revolving Loans), (ii) each Existing Letter of Credit outstanding issued by an Issuing Lender under the Existing Credit Agreement shall be deemed for all purposes of this Agreement to have constitute a Letter of Credit issued by such Issuing Lender pursuant hereto for the applicable Person, (iii) each Existing FCI issued by an FCI Issuing Lender under the Existing Credit Agreement shall be deemed for all purposes of this Agreement to constitute an FCI issued by such FCI Issuing Lender pursuant hereto for the applicable Borrower (and such Borrower, whether or not it is the Borrower for which such Existing FCI was originally issued under the Existing Credit Agreement, shall be obligated and liable in respect of such Existing FCI under the terms and conditions of this Agreement as if such Existing FCI had been originally issued at its request under this Agreement) and the FCI Issuing Commitment of such FCI Issuing Lender under this Agreement shall be deemed utilized in an amount equal to the Dollar Equivalent of all Existing FCIs issued by it and determined as of the Effective Date, subject to any subsequent determinations of such Dollar Equivalent pursuant to Section 2.6(l), and (iv) any Lender may exchange, continue or rollover all or the portion of its credit extensions under the Existing Credit Agreement in connection with the entering into of this Agreement pursuant to a cashless settlement mechanism approved by SPX Corporation, the U.S. Borrower, the Administrative Agent, the Foreign Trade Facility Agent and such Lender. This Agreement constitutes an amendment to the Existing Credit Agreement made under and in accordance with the terms of Section 9.2 of the Existing Credit Agreement.

Amendment and Restatement. In connection with The parties hereto agree that, on the amendment and restatement of Effective Date, the following transactions shall be deemed to occur automatically, without further action by any party hereto: (a) the Existing Credit Agreement pursuant hereto, Borrower, Administrative Agent and the Lenders shall as of the Effective Date make adjustments to the outstanding principal amount of the “Revolving Credit Loans” under the Existing Credit Agreement (as such term is defined therein) (but not any interest accrued thereon prior to the Effective Date or any accrued commitment fees under the Existing Credit Agreement prior to the Effective Date), including the borrowing of additional Revolving Credit Loans hereunder and the repayment of “Revolving Credit Loans” under the Existing Credit Agreement (as such term is defined therein) plus all applicable accrued interest, fees and expenses as shall be necessary to provide for Revolving Credit Loans by each Lender in proportion to, and in any event not in excess of, the amount of its relevant Revolving Credit Commitment as of the Effective Date, but in no event shall such adjustment of any Eurodollar Loans entitle any Lender to any reimbursement under Section 2.16 hereof or Section 2.16 of the Existing Credit Agreement; provided that the foregoing is not intended to relieve Borrower for paying any such costs to lenders under the Existing Credit Agreement to the extent such lenders are not Lenders under this Agreement, and each Lender shall be deemed to have made an assignment of be amended and restated in its outstanding Loans and commitments under the Existing entirety pursuant to this Credit Agreement and assumed outstanding Loans and commitments of other Lenders under the Existing Credit Agreement as may be necessary to effect the foregoing. The parties hereto acknowledge and agree that Agreement; (ib) this Agreement, any promissory notes delivered pursuant this Agreement and the other Loan Documents executed and delivered in connection herewith do not constitute a novation or termination of the “Obligations” all Obligations (as defined in the Existing Credit Agreement) under the Existing Credit Agreement as in effect prior owing to the Effective Date and (ii) such “Obligations” are in all respects continuing with only the terms thereof being modified as provided in this Agreement and the Obligations hereunder are in renewal and extension of the obligations and indebtedness under the Existing Credit Agreement. Notwithstanding the modifications effected by this Agreement of the representations, warranties and covenants of the Borrower contained in the Existing Credit Agreement, the Borrower acknowledges and agrees any Lender that any causes of action or other rights created in favor of the Administrative Agent, any Issuing Bank or any Lender, in each case, arising out of the representations and warranties of the Borrower contained in or delivered in connection with the Existing Credit Agreement shall survive the execution, delivery and effectiveness of this Agreement to the extent provided in the Existing Credit Agreement prior to the termination thereof. All indemnification obligations of the Borrower arising under the Existing Credit Agreement (including any arising from was a breach of the representations thereunder) shall survive to the extent provided in the Existing Credit Agreement prior to the termination thereof. In addition, as of the Effective Date, each Letter of Credit outstanding lender under the Existing Credit Agreement shall be deemed to have been be Obligations outstanding hereunder and this Credit Agreement shall not constitute a novation of such Obligations or any of the rights, duties and obligations of the parties hereunder; (c) the Guaranty Obligations (as defined in the Existing Credit Agreement) of the Guarantors (as defined in the Existing Credit Agreement) in favor the Secured Parties pursuant to the Existing Credit Agreement shall remain in full force and effect with respect to the Guaranteed Obligations and are hereby reaffirmed; (d) all Letters of Credit (as defined in the Existing Credit Agreement) outstanding under the Existing Credit Agreement on the Effective Date shall be deemed to be Letters of Credit outstanding on the Effective Date under this Credit Agreement (or shall be backstopped by, Letters of Credit issued under this Credit Agreement or cash collateralized in a manner satisfactory to the issuing banks thereof); and (e) all references in the other Credit Documents to the Existing Credit Agreement shall be deemed to refer without further amendment to this Credit Agreement. The parties hereto further acknowledge and agree that this Credit Agreement constitutes an amendment to the Existing Credit Agreement made under and in accordance with the terms of Section 11.6 of the Existing Credit Agreement. All revolving loans outstanding to lenders under the Existing Credit Agreement immediately prior to the Effective Date that are Lenders hereunder shall, as of the Effective Date, be deemed to be a borrowing of Revolving Loans in an equivalent amount and with the same Interest Period (to the extent applicable for Eurodollar Loans) hereunder as of the Effective Date and in connection therewith, the Administrative Agent, the Borrowers and the Lenders hereby acknowledge and agree that the revolving commitments in effect under the Existing Credit Agreement immediately prior to the Effective Date (except, for the avoidance of doubt, the revolving commitments of lenders under the Existing Credit Agreement who are not Lenders hereunder) have been reallocated to the Revolving Commitments set forth on Schedule 2.1 and the revolving loans outstanding to lenders under the Existing Credit Agreement immediately prior to the Effective Date that are Lenders hereunder have been reallocated as necessary to give effect to the Revolving Commitments, and such reallocations shall be effective on the Effective Date and do not require any Assignment and Assumption or any other action of any Person.

Amendment and Restatement. In connection with The terms, conditions, agreements, covenants, representations and warranties set forth in the amendment Existing Security Agreement, in the Existing Guaranty, and restatement in the Existing Pledge Agreement, respectively, are simultaneously hereby amended and restated in their entirety, and as so amended and restated, replaced and superseded by the terms, conditions agreements, covenants, representations and warranties set forth in this Agreement. As of the effective date of this Agreement, neither Parent nor the Agent and Lenders shall be subject to or bound by any of the terms of the Existing Credit Security Agreement pursuant heretoor the Existing Guaranty, Borrower, Administrative and neither Holdings nor the Agent and the Lenders shall as be subject to or bound by any of the Effective Date make adjustments to the outstanding principal amount of the “Revolving Credit Loans” under the Existing Credit Agreement (as such term is defined therein) (but not any interest accrued thereon prior to the Effective Date or any accrued commitment fees under the Existing Credit Agreement prior to the Effective Date), including the borrowing of additional Revolving Credit Loans hereunder and the repayment of “Revolving Credit Loans” under the Existing Credit Agreement (as such term is defined therein) plus all applicable accrued interest, fees and expenses as shall be necessary to provide for Revolving Credit Loans by each Lender in proportion to, and in any event not in excess of, the amount of its relevant Revolving Credit Commitment as of the Effective Date, but in no event shall such adjustment of any Eurodollar Loans entitle any Lender to any reimbursement under Section 2.16 hereof or Section 2.16 terms of the Existing Credit Pledge Agreement; provided that , and Parent, Holdings, Agent and Lenders shall only be subject to or bound by the foregoing is not intended to relieve Borrower for paying any such costs to lenders under the Existing Credit Agreement to the extent such lenders are not Lenders under terms and provisions of this Agreement, and each Lender shall be deemed to have made an assignment of its outstanding Loans and commitments under the Existing Credit Agreement and assumed outstanding Loans and commitments of other Lenders under the Existing Credit Agreement as may be necessary to effect the foregoing. The parties hereto acknowledge and agree that (i) this Agreementexcept that, any promissory notes delivered pursuant this Agreement and nothing herein or in the other Loan Documents executed and delivered shall, in connection herewith do not any manner, be construed to constitute payment of, or impair, limit, cancel or extinguish, or constitute a novation or termination in respect of any of the “Secured Obligations” existing under (and as defined in in) the Existing Credit AgreementSecurity Agreement or the “Pledgor Obligations” existing under (and as defined in) the Existing Pledge Agreement (such Secured Obligations and Pledgor Obligations being collectively referred to herein as the “Existing Secured Obligations”), the “Indebtedness” existing under (and as defined in) the Existing Guaranty (the “Existing Guaranteed Obligations”) or any other obligations, liabilities and indebtedness of Parent evidenced by or arising under the Existing Credit Security Agreement as in effect prior to or the Effective Date and (ii) such “Obligations” are in all respects continuing with only the terms thereof being modified as provided in this Agreement and the Obligations hereunder are in renewal and extension Existing Guaranty or of the obligations and indebtedness Holdings evidenced by or 32 arising under the Existing Credit Pledge Agreement. Notwithstanding , or impair or adversely affect the modifications effected by this Agreement continuation of the representationsExisting Liens and other interests in the Collateral and Pledged Collateral heretofore granted, warranties pledged and/or assigned by Parent and covenants Holdings, respectively, to Agent pursuant to the Existing Security Agreement, the Existing Pledge Agreement, or any other Loan Documents. All Existing Secured Obligations and Existing Guaranteed Obligations of Parent to Agent and Lenders that are outstanding and unpaid as of the Borrower contained in date hereof pursuant to the Existing Credit Agreement, the Borrower acknowledges Existing Guaranty or otherwise, and agrees all Existing Secured Obligations of Holdings to Agent and Lenders that any causes of action or other rights created in favor of the Administrative Agent, any Issuing Bank or any Lender, in each case, arising out of the representations are outstanding and warranties of the Borrower contained in or delivered in connection with the Existing Credit Agreement shall survive the execution, delivery and effectiveness of this Agreement to the extent provided in the Existing Credit Agreement prior to the termination thereof. All indemnification obligations of the Borrower arising under the Existing Credit Agreement (including any arising from a breach of the representations thereunder) shall survive to the extent provided in the Existing Credit Agreement prior to the termination thereof. In addition, unpaid as of the Effective Date, each Letter of Credit outstanding under date hereof pursuant to the Existing Credit Pledge Agreement shall in each case be deemed to have been issued Secured Obligations under this Agreement which are secured by Liens in the Collateral and Pledged Collateral, respectively, pursuant to the terms of this Agreement.. [SIGNATURE PAGES FOLLOW] 33

Amendment and Restatement. In connection with order to facilitate this amendment and restatement and otherwise to effectuate the desires of the Borrower, the Administrative Agent and the Lenders: The Borrower, the Administrative Agent and the Lenders hereby agree that, on the Closing Date, the terms and provisions of the Existing Credit Agreement shall be and hereby are amended and restated in their entirety by the terms, conditions and provisions of this Agreement, and the terms and provisions of the Existing Credit Agreement, except as otherwise expressly provided herein, shall be superseded by this Agreement. Notwithstanding this amendment and restatement of the Existing Credit Agreement pursuant heretoAgreement, Borrowerincluding anything in this Section 10.18, Administrative Agent and the Lenders shall as of the Effective Date make adjustments to the outstanding principal amount of the any related “Revolving Credit LoansLoan Documents” under the Existing Credit Agreement (as such term is defined therein) (but not any interest accrued thereon prior to the Effective Date or any accrued commitment fees under in the Existing Credit Agreement prior and referred to herein, individually or collectively, as the Effective Date“Prior Loan Documents”), including the borrowing of additional Revolving Credit Loans hereunder and the repayment of “Revolving Credit Loans” under the Existing Credit Agreement (i) all Obligations (as such term is defined therein) plus all applicable accrued interest, fees and expenses as shall be necessary to provide for Revolving Credit Loans by each Lender in proportion to, and in any event not in excess of, the amount of its relevant Revolving Credit Commitment as of the Effective Date, but in no event shall such adjustment of any Eurodollar Loans entitle any Lender to any reimbursement under Section 2.16 hereof or Section 2.16 of the Existing Credit Agreement; provided that the foregoing is not intended to relieve Borrower for paying any such costs to lenders under the Existing Credit Agreement to the extent such lenders are not Lenders under this Agreement, and each Lender shall be deemed to have made an assignment of its ) outstanding Loans and commitments under the Existing Credit Agreement and assumed outstanding Loans other Prior Loan Documents (the “Existing Obligations”) shall continue as Obligations hereunder to the extent not repaid on or before the Closing Date, (ii) each of this Agreement and commitments the Notes and any other Loan Document (as defined herein) that is amended and restated in connection with this Agreement is given as a substitution for, and not as a payment of, the indebtedness, liabilities and Existing Obligations of other Lenders the Borrower and each Loan Party under the Existing Credit Agreement as may or any other Prior Loan Document and (iii) neither the execution and delivery of such documents nor the consummation of any other transaction contemplated hereunder is intended to constitute a novation of the Existing Credit Agreement or of any of the other Prior Loan Documents or any obligations thereunder. On the Closing Date, the Interest Periods for all Eurodollar Rate Loans outstanding under the Existing Credit Agreement shall be necessary terminated, the Borrower shall pay all accrued interest with respect to effect such Loans, and the foregoingBorrower shall furnish to the Administrative Agent Revolving Loan Notices selecting the interest rates for existing Loans. The Existing Lenders agree that the transactions contemplated by this Agreement shall not give rise to any obligation of the Borrower to make any payment under Section 3.05 of the Existing Credit Agreement. The parties hereto acknowledge and hereby agree that (i) this Agreementthat, any promissory notes delivered pursuant this Agreement on the Closing Date, the Commitments shall be as set forth in Schedule 2.01 and the outstanding principal amount of any Loans shall be reallocated in accordance with such Commitments and the requisite assignments shall be deemed to be made in such amounts by and between the Lenders and from each Lender to each other Loan Documents executed Lender, with the same force and delivered in connection herewith do not constitute a novation or termination of the “Obligations” effect as if such assignments were evidenced by applicable Assignments and Assumptions (as defined in the Existing Credit Agreement) under the Existing Credit Agreement as in effect prior Agreement. Notwithstanding anything to the Effective Date and (ii) such “Obligations” are contrary in all respects continuing with only the terms thereof being modified as provided in this Agreement and the Obligations hereunder are in renewal and extension Section 10.06 of the obligations and indebtedness under the Existing Credit Agreement or Section 10.06 of this Agreement. Notwithstanding the modifications effected by this Agreement , no other documents or instruments, including any Assignment and Assumption, shall be executed in connection with these assignments (all of the which requirements are hereby waived), and such assignments shall be deemed to be made with all applicable representations, warranties and covenants of as if evidenced by an Assignment and Assumption. On the Borrower contained Closing Date, the Lenders shall make all necessary cash settlement in full with each other Lender (and with the Existing Lenders under the Existing Credit Agreement whose Commitments thereunder are being terminated), either directly or through the Administrative Agent, as the Administrative Agent may direct or approve, with respect to all assignments, reallocations and other changes in the Commitments (as such term is defined in the Existing Credit Agreement, the Borrower acknowledges and agrees ) such that any causes of action or other rights created in favor of the Administrative Agent, any Issuing Bank or any after giving effect to such settlements each Lender, in each case, arising out of the representations and warranties of the Borrower contained in or delivered in connection with the Existing Credit Agreement shall survive the execution, delivery and effectiveness of this Agreement to the extent provided in the Existing Credit Agreement prior to the termination thereof. All indemnification obligations of the Borrower arising under the Existing Credit Agreement (including any arising from a breach of the representations thereunder) shall survive to the extent provided in the Existing Credit Agreement prior to the termination thereof. In addition, as of the Effective Date, each Letter of Credit outstanding under the Existing Credit Agreement ’s Applicable Percentage shall be deemed to have been issued under this Agreementas set forth on Schedule 2.01.

Amendment and Restatement. In connection with the amendment 1.9.1 This Agreement amends and restatement of restates the Existing Credit Agreement pursuant heretoin its entirety so as to preserve the perfection and priority of all security interests securing indebtedness and obligations under the Existing Credit Agreement, Borroweras amended hereby, Administrative Agent and the Lenders shall as not be considered a novation thereof or termination of the Effective Date make adjustments obligations and liabilities existing thereunder. This Agreement shall supersede the Existing Credit Agreement insofar as it constitutes the entire agreement between the parties concerning the subject matter of this Agreement. With respect to (i) any date or time period occurring and ending prior to the outstanding principal amount Closing Date, the rights and obligations of the “Revolving Credit Loans” under Parties hereto shall be governed by the Existing Credit Agreement (as such term is defined therein) (but not any interest accrued thereon prior to the Effective Date or any accrued commitment fees under the Existing Credit Agreement prior to the Effective Date), including the borrowing of additional Revolving Credit Loans hereunder and the repayment of “Revolving Credit Loans” under the Existing Credit Agreement (as such term is defined therein) plus all applicable accrued interest, fees and expenses as shall be necessary to provide for Revolving Credit Loans by each Lender in proportion to, and in any event not in excess ofincluding, the amount of its relevant Revolving Credit Commitment as of the Effective Date, but in no event shall such adjustment of any Eurodollar Loans entitle any Lender to any reimbursement under Section 2.16 hereof or Section 2.16 of the Existing Credit Agreement; provided that the foregoing is not intended to relieve Borrower for paying any such costs to lenders under the Existing Credit Agreement to the extent such lenders are not Lenders under this Agreement, exhibits and each Lender shall be deemed to have made an assignment of its outstanding Loans and commitments under the Existing Credit Agreement and assumed outstanding Loans and commitments of other Lenders under the Existing Credit Agreement as may be necessary to effect the foregoing. The parties hereto acknowledge and agree that (ischedules thereto) this Agreement, any promissory notes delivered pursuant this Agreement and the other Loan Documents (as defined therein), which for such purposes shall remain in full force and effect; and (ii) any date or time period occurring or ending on or after the Closing Date, the rights and obligations of the Parties hereto shall be governed by this Agreement (including, the exhibits and Schedules hereto) and the other Loan Documents (as defined herein). Any provision hereof which differs from or is inconsistent with a provision of the Existing Credit Fifth Amended and Restated Credit Agreement Agreement constitutes an amendment to the Existing Credit Agreement with each such amendment being effective as and from the Closing Date. This Agreement will not discharge or constitute a novation of any debt, obligation, covenant or agreement contained in the Existing Credit Agreement or in any Security or other Loan Documents, agreements, certificates, instruments, financing statements and other documents executed and delivered by or on behalf of the parties thereto in respect thereof or in connection herewith do not constitute a novation therewith, but same shall remain in full force and effect save to the extent same are amended by the provisions of this Agreement and the due authorization, execution and delivery thereof, and all actions heretofore taken in connection therewith, including without limitation (i) all of its payment and performance obligations, contingent or termination otherwise, under each of the “Obligations” Security and other Loan Documents to which it is a party (after giving effect hereto) and (ii) to the extent such Obligor granted liens on or security interests in any of its property pursuant to such Security or other Loan Document as security for or otherwise guaranteed any of the Obligations under or with respect to the Loan Documents, such guarantee and grant of security interests and liens, are hereby ratified and confirmed in all respects. All representations and warranties set out in this Agreement are freshly made on the date hereof, but nothing herein shall release or otherwise affect the liability of the Borrowers or other Restricted Parties (as defined applicable) in connection with the representations and warranties provided by them in the Existing Credit Agreement) under the Existing Credit Agreement as in effect prior to the Effective Date and (ii) such “Obligations” are in all respects continuing with only the terms thereof being modified as provided in this Agreement and the Obligations hereunder are in renewal and extension of the obligations and indebtedness under the Existing Credit Agreement. Notwithstanding the modifications effected by this Agreement of the representations, warranties and covenants of the Borrower contained in the Existing Credit Agreement, the Borrower acknowledges and agrees that any causes of action or other rights created in favor of the Administrative Agent, any Issuing Bank or any Lender, in each case, arising out of the representations and warranties of the Borrower contained in or delivered in connection with the Existing Credit Agreement shall survive the execution, delivery and effectiveness of this Agreement to the extent provided in the Existing Credit Agreement prior to the termination thereof. All indemnification obligations of the Borrower arising under the Existing Credit Agreement (including any arising from a breach of the representations thereunder) shall survive to the extent provided in the Existing Credit Agreement prior to the termination thereof. In addition, as of the Effective Date, each Letter of Credit outstanding under the Existing Credit Agreement shall be deemed to have been issued under this Agreement.

Amendment and Restatement. In connection with It is the amendment and restatement intention of the Existing Credit Parties, Administrative Agent, and the Lenders, and such parties hereby agree, from and after the Closing Date, that (a) this Agreement amends, restates, supersedes and replaces the Prior Credit Agreement pursuant hereto, Borrower, Administrative Agent and the Lenders shall as of the Effective Date make adjustments to the outstanding principal amount in its entirety; provided that each of the “Revolving Credit Loans” under the Existing Credit Agreement (as such term is defined thereinin the Prior Credit Agreement) (but not any interest accrued thereon prior to the Effective Date or any accrued commitment fees outstanding under the Existing Prior Credit Agreement prior to on the Effective Date)Closing Date shall, including the borrowing for purposes of additional Revolving Credit Loans hereunder and the repayment of “Revolving Credit Loans” under the Existing Credit Agreement (as such term is defined therein) plus all applicable accrued interest, fees and expenses as shall be necessary to provide for Revolving Credit Loans by each Lender in proportion to, and in any event not in excess of, the amount of its relevant Revolving Credit Commitment as of the Effective Date, but in no event shall such adjustment of any Eurodollar Loans entitle any Lender to any reimbursement under Section 2.16 hereof or Section 2.16 of the Existing Credit Agreement; provided that the foregoing is not intended to relieve Borrower for paying any such costs to lenders under the Existing Credit Agreement to the extent such lenders are not Lenders under this Agreement, be included as Loans hereunder, (b) such amendment and each Lender restatement shall operate to renew, amend and modify certain of the rights and obligations of the parties under the Prior Credit Agreement as provided herein, but shall not act as a novation thereof or a novation of any loans or other obligations outstanding thereunder, all of which loans and other obligations shall be deemed to have made an assignment of its be loans and obligations outstanding Loans and commitments under the Existing corresponding facilities described in this Agreement without any further action by any Person, except that Administrative Agent may make such transfers of funds as are necessary in order that the outstanding balance of such loans, together with any Loans funded on the Closing Date, reflect the respective Loans of the Lenders hereunder, and (c) the Liens securing the any outstanding obligations or loans under the Prior Credit Agreement shall not be extinguished, but are hereby ratified, affirmed and assumed outstanding Loans confirmed and commitments of other Lenders under shall be carried forward and shall secure the Existing Obligations as renewed, amended, restated, and modified hereby and by any Credit Agreement as may be necessary to effect the foregoing. The parties hereto acknowledge and agree that (i) this Agreement, any promissory notes Documents delivered pursuant this Agreement and the hereto. Unless specifically amended or restated hereby or by any other Loan Documents executed and delivered in connection herewith do not constitute a novation or termination Credit Document, each of the “ObligationsCredit Documents” (under and as defined in the Existing Prior Credit Agreement) under the Existing Credit Agreement as in effect prior to the Effective Date and (ii) such “Obligations” are in all respects continuing with only the terms thereof being modified as provided in this Agreement and the Obligations hereunder are Exhibits and the Schedules thereto shall continue in renewal full force and extension of effect and, from and after the obligations Closing Date, and indebtedness under any and all references to the Existing Credit Agreement. Notwithstanding the modifications effected by this Agreement of the representations, warranties and covenants of the Borrower contained in the Existing Credit Agreement, the Borrower acknowledges and agrees that any causes of action or other rights created in favor of the Administrative Agent, any Issuing Bank or any Lender, in each case, arising out of the representations and warranties of the Borrower contained in or delivered in connection with the Existing Prior Credit Agreement shall survive the execution, delivery and effectiveness of this Agreement to the extent provided in the Existing Credit Agreement prior to the termination thereof. All indemnification obligations of the Borrower arising under the Existing Credit Agreement (including any arising from a breach of the representations thereunder) shall survive to the extent provided in the Existing Credit Agreement prior to the termination thereof. In addition, as of the Effective Date, each Letter of Credit outstanding under the Existing Credit Agreement contained therein shall be deemed to have been issued under refer to this Agreement. Each Lender hereunder that is a Lender under the Prior Credit Agreement and the Credit Parties hereby consent to the amendments to, and amendments and restatements of, the “Credit Documents” under and as defined in the Prior Credit Agreement in the form of the Credit Documents, as applicable.

Amendment and Restatement. In connection with the amendment This Agreement amends and restatement of restates the Existing Credit Agreement pursuant hereto, Borrower, Administrative Agent and in its entirety. Each Borrower hereby agrees that (a) the Lenders shall as of the Effective Date make adjustments to the Indebtedness outstanding principal amount of the “Revolving Credit Loans” under the Existing Credit Agreement (as such term is defined therein) (but not any interest accrued thereon prior to the Effective Date or any accrued commitment fees under the Existing Credit Agreement prior to the Effective Date), including the borrowing of additional Revolving Credit Loans hereunder and the repayment of “Revolving Credit Loans” under the Existing Credit Agreement (as such term is defined therein) plus all applicable accrued interest, fees and expenses as shall be necessary to provide for Revolving Credit Loans by each Lender in proportion to, and in any event not in excess of, the amount of its relevant Revolving Credit Commitment as of the Effective Date, but in no event shall such adjustment of any Eurodollar Loans entitle any Lender to any reimbursement under Section 2.16 hereof or Section 2.16 of the Existing Credit Agreement; provided that the foregoing is not intended to relieve Borrower for paying any such costs to lenders under the Existing Credit Agreement to the extent such lenders are not Lenders under this Agreement, and each Lender shall be deemed to have made an assignment of its outstanding Loans and commitments under the Existing Credit Agreement and assumed outstanding Loans and commitments of other Lenders under the Existing Credit Agreement as may be necessary to effect the foregoing. The parties hereto acknowledge and agree that (i) this Agreement, any promissory notes delivered pursuant this Agreement and the other Loan Documents executed and delivered in connection herewith do not constitute a novation or termination of the “Obligations” (as defined in the Existing Credit Agreement) under the Existing Credit Agreement as in effect prior to the Effective Date and (ii) such “Obligations” are in all respects continuing ; together with only the terms thereof being modified as provided in this Agreement and the Obligations hereunder are in renewal and extension of the obligations and indebtedness under the Existing Credit Agreement. Notwithstanding the modifications effected by this Agreement of the representations, warranties and covenants of the Borrower contained in the Existing Credit Agreement, the “Existing Credit Documents”) and all accrued and unpaid interest thereon and (b) all accrued and unpaid fees under the Existing Credit Documents, shall be deemed to be outstanding under and governed by this Agreement. Each Borrower acknowledges hereby acknowledges, warrants, represents and agrees that any causes of action this Agreement is not intended to be, and shall not be deemed or other rights created in favor construed to be, a novation or release of the Administrative AgentExisting Credit Documents. Each Lender which is a Lender under the Existing Credit Documents hereby waives any requirements for notice of prepayment, any Issuing Bank or any Lender, in each case, arising out minimum amounts of prepayments of the representations and warranties loans thereunder, ratable reductions of the Borrower contained commitments of Lenders under the Existing Credit Documents and ratable payments on account of the principal or interest of any loan under the Existing Credit Documents to the extent that any such prepayment, reductions or payments are required to ensure that, upon the effectiveness of this Agreement, the loans of the Lenders shall be outstanding on a ratable basis in or delivered accordance with their respective Applicable Percentage. Each Lender hereby authorizes the Administrative Agent and the Borrowers to request Borrowings from Lenders, to make prepayment of the loans under the Existing Credit Documents and to reduce the commitments under the Existing Credit Documents among Lenders in order to ensure that, upon the effectiveness of this Agreement, the loans of Lenders shall be outstanding on a ratable basis in accordance with their respective Applicable Percentage. The parties hereto confirm, ratify and reaffirm each of the Existing Credit Documents entered into prior to the Effective Date (but excluding the Existing Credit Agreement) and agree that such Existing Credit Documents continue to be legal, valid, binding and enforceable in accordance with their terms (except to the extent, amended, restated and superseded in connection with the Existing Credit Agreement shall survive the executiontransactions contemplated hereby). The Borrowers, delivery jointly and effectiveness of this Agreement to the extent provided in the Existing Credit Agreement prior to the termination thereof. All indemnification obligations of the Borrower arising under the Existing Credit Agreement (including any arising from a breach of the representations thereunder) shall survive to the extent provided in the Existing Credit Agreement prior to the termination thereof. In additionseverally, represent and warrant that, as of the Effective Date, each Letter there are no claims or offsets against, or defenses or counterclaims to, their obligations (or the obligations of Credit outstanding any Guarantor) under the Existing Credit Agreement shall be deemed to have been issued under this Agreement.or any other Existing Credit Documents. 114 Amended and Restated Schedule 2.01 Commitments LENDERS MAXIMUM REVOLVING CREDIT AMOUNT PRO RATA SHARE BOKF, NA DBA BANK OF OKLAHOMA $ 23,882,352.94 17.058823529 % BBVA USA $ 23,882,352.94 17.058823529 % BMO XXXXXX FINANCING, INC. $ 21,411,764.70 15.294117647 % BANK OF AMERICA, N.A. $ 21,411,764.70 15.294117647 % COMERICA BANK $ 11,529,411.77 8.000000000 % TORONTO-DOMINION BANK, NEW YORK BRANCH $ 11,529,411.77 8.000000000 % CANADIAN IMPERIAL BANK OF COMMERCE, NEW YORK BRANCH $ 11,529,411.77 8.000000000 % ARVEST BANK $ 4,941,176.47 3.529411765 % TRUIST BANK $ 4,941,176.47 3.529411765 % IMERIABANK, A DIVISION OF FIRST HORIZON BANK $ 4,941,176.47 3.529411765 % TOTALS $ 140,000,000.00 100.000000000 % Amended and Restated Schedule 3.19 Swap Agreements Unit Corp Gas Xxxxxx Date Volume Type Floor Cap Swap Exchange 7/1/2021 - 12/31/2021 30,000 Mmbtu/day Swap $(0.215) NGPL TexOk Basis 7/1/2021 - 10/31/2021 20,000 Mmbtu/day Swap $2.770 NYMEX Xxxxx Hub 7/1/2021 - 10/31/2021 30,000 Mmbtu/day Swap $2.850 NYMEX Xxxxx Hub 11/1/2021 - 12/31/2021 45,000 Mmbtu/day Swap $2.900 NYMEX Xxxxx Hub 1/1/2022 - 12/31/2022 35,000 Mmbtu/day Collar $2.500 $2.680 NYMEX Xxxxx Hub 1/1/2022 - 12/31/2022 5,000 Mmbtu/day Swap $2.605 NYMEX Xxxxx Hub 1/1/2023 - 12/31/2023 22,000 Mmbtu/day Swap $2.456 NYMEX Xxxxx Hub Unit Corp Oil Xxxxxx Date Volume Type Floor Cap Swap Exchange 7/1/2021 - 12/31/2021 3,000 Bbls/day Swap $44.65 NYMEX WTI 7/1/2021 - 7/31/2021 12,330 Swap $58.30 NYMEX WTI 8/1/2021 - 8/31/2021 10,000 Swap $58.30 NYMEX WTI 9/1/2021 - 9/30/2021 7,417 Swap $58.30 NYMEX WTI 10/1/2021 - 10/31/2021 5,467 Swap $58.30 NYMEX WTI 11/1/2021 - 11/30/2021 3,326 Swap $58.30 NYMEX WTI 12/1/2021 - 12/31/2021 1,487 Swap $58.30 NYMEX WTI 1/1/2022 - 12/31/2022 2,300 Bbls/day Swap $42.25 NYMEX WTI 1/1/2023 - 12/31/2023 1,300 Bbls/day Swap $43.60 NYMEX WTI Amended and Restated Schedule 3.19 1 of 2 Natural Gas (Mcf) Crude Oil (bbl) Date Current Volumes Hedged Hedge Requirement % Hedged Current Volumes Hedged Hedge Requirement % Hedged Total 12 months 16,135,000 14,671,404 76% 1,008,327 838,058 84% Total 24 months 11,342,000 8,373,348 68% 658,500 366,679 70% Total 36 months 4,048,000 — 29% 239,200 — 31% Natural Gas (Mcf) Crude Oil (bbl) Date Current Volumes Hedged Hedge Requirement % Hedged Current Volumes Hedged Hedge Requirement % Hedged Total 12 months 18,860,000 18,515,656 76% 1,156,000 1,115,069 78% Total 24 months 14,905,000 13,559,388 68% 882,200 860,524 78% Total 36 months 9,128,000 6,486,415 59% 535,500 464,328 58% *2020 Gas Xxxxxx are inclusive of collars placed with BMO in 2019 for 30,000Mcf/day Amended and Restated Schedule 3.19 2 of 2 Amended and Restated Schedule 6.13(j) Excluded Property 1) 100% of the Company’s limited liability company membership interests and other Equity Interests in Superior; and

Amendment and Restatement. In connection with This Agreements amends and restates in its entirety that certain Credit Agreement dated as of January 19, 2018 executed by and among Woodforest National Bank, as administrative agent, certain lenders therein named, and Xxxxxxxx (as the amendment and restatement of same may have been amended prior to the date hereof) (the “Existing Credit Agreement”). The outstanding commitments under the Existing Credit Agreement have been assigned, renewed, extended, modified, and rearranged as Commitments under and pursuant heretoto the terms of this Agreement. Certain of the Lenders (as Lenders under the Existing Credit Agreement) have agreed among themselves, in consultation with the Borrower, to adjust their respective Commitments and to terminate the commitments of certain lenders under the Existing Credit Agreement who will not become a Lender hereunder (each an “Exiting Lender”). The Administrative Agent Agent, the Borrower and each Exiting Lender (by receipt of the payment in full of the Loans as defined in, and owing to it under, the Existing Credit Agreement and, at such Exiting Lender’s request, under a separate exiting agreement executed by such Exiting Lender) consented to such reallocation and each Existing Xxxxxx’s adjustment of, and each Existing Xxxxxx’s assignment of, an interest in the commitments and the Existing Xxxxxxx’ partial assignments of their respective commitments. On ​ 117 ​ the date hereof, and after giving effect to such reallocations, adjustments, assignments and decreases, the Commitment of each Lender shall be as set forth on Schedule 2.01A. The Lenders shall as make all appropriate adjustments and payments between and among themselves to account for the revised pro rata shares resulting from the initial allocation of the Effective Date make adjustments to Lenders’ commitments under the outstanding principal amount of the Existing Credit Agreement after adjustment as provided for by this Agreement. The Borrower and each Lender party hereto that was a “Revolving Credit LoansLender” under the Existing Credit Agreement (as such term hereby agrees and this Section 9.20, and any exiting agreement executed by an Exiting Lender that is defined therein) (but not any interest accrued thereon prior acceptable to the Effective Date or any accrued commitment fees under the Existing Credit Agreement prior to the Effective Date), including the borrowing of additional Revolving Credit Loans hereunder Administrative Agent and the repayment of “Revolving Credit Loans” under the Existing Credit Agreement (as such term is defined therein) plus all applicable accrued interest, fees and expenses as shall be necessary to provide for Revolving Credit Loans by each Lender in proportion to, and in any event not in excess of, the amount of its relevant Revolving Credit Commitment as of the Effective Date, but in no event shall such adjustment of any Eurodollar Loans entitle any Lender to any reimbursement under Section 2.16 hereof or Section 2.16 of the Existing Credit Agreement; provided that the foregoing is not intended to relieve Borrower for paying any such costs to lenders under the Existing Credit Agreement to the extent such lenders are not Lenders under this Agreement, and each Lender shall be deemed to have made an approved assignment of its outstanding Loans and commitments under the Existing Credit Agreement and assumed outstanding Loans and commitments of other Lenders under the Existing Credit Agreement forms as may be necessary to effect the foregoing. The parties hereto acknowledge and agree that (i) this Agreement, any promissory notes delivered pursuant this Agreement and the other Loan Documents executed and delivered in connection herewith do not constitute a novation or termination of the “Obligations” (as defined in the Existing Credit Agreement) under the Existing Credit Agreement as in effect prior to the Effective Date and (ii) such “Obligations” are in all respects continuing with only the terms thereof being modified as provided in this Agreement and the Obligations hereunder are in renewal and extension of the obligations and indebtedness required under the Existing Credit Agreement. Notwithstanding the modifications effected by this Agreement ​ THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS REPRESENT THE FINAL AGREEMENT AMONG THE PARTIES HERETO AND XXXXXXX AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES. ​ [Signature Pages Follow] ​ 118 ​ EXHIBIT D ​ Interest Election Request ​ [See attached.] ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Exhibit D ​ EXHIBIT F ​ Form of the representations, warranties and covenants of the Borrower contained in the Existing Credit Agreement, the Borrower acknowledges and agrees that any causes of action or other rights created in favor of the Administrative Agent, any Issuing Bank or any Lender, in each case, arising out of the representations and warranties of the Borrower contained in or delivered in connection with the Existing Credit Agreement shall survive the execution, delivery and effectiveness of this Agreement to the extent provided in the Existing Credit Agreement prior to the termination thereof. All indemnification obligations of the Borrower arising under the Existing Credit Agreement (including any arising from a breach of the representations thereunder) shall survive to the extent provided in the Existing Credit Agreement prior to the termination thereof. In addition, as of the Effective Date, each Letter of Credit outstanding under the Existing Credit Agreement shall be deemed to have been issued under this AgreementBorrowing Request [See attached.] ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Exhibit F

Amendment and Restatement. In connection with On the amendment and restatement of Restatement Date, the Existing Prior Credit Agreement pursuant hereto, Borrower, Administrative Agent and the Lenders shall as of the Effective Date make adjustments to the outstanding principal amount of the “Revolving Credit Loans” under the Existing Credit Agreement (as such term is defined therein) (but not any interest accrued thereon prior to the Effective Date or any accrued commitment fees under the Existing Credit Agreement prior to the Effective Date), including the borrowing of additional Revolving Credit Loans hereunder and the repayment of “Revolving Credit Loans” under the Existing Credit Agreement (as such term is defined therein) plus all applicable accrued interest, fees and expenses as shall be necessary to provide for Revolving Credit Loans by each Lender amended, restated and superseded in proportion to, and in any event not in excess of, the amount of its relevant Revolving Credit Commitment as of the Effective Date, but in no event shall such adjustment of any Eurodollar Loans entitle any Lender to any reimbursement under Section 2.16 hereof or Section 2.16 of the Existing Credit Agreement; provided that the foregoing is not intended to relieve Borrower for paying any such costs to lenders under the Existing Credit Agreement to the extent such lenders are not Lenders under this Agreement, and each Lender shall be deemed to have made an assignment of its outstanding Loans and commitments under the Existing Credit Agreement and assumed outstanding Loans and commitments of other Lenders under the Existing Credit Agreement as may be necessary to effect the foregoingentirety. The parties hereto acknowledge and agree that (i) this Agreement, any promissory notes delivered pursuant this Agreement and the other Loan Documents executed and delivered in connection herewith do not constitute a novation novation, payment and reborrowing, or termination of the “Obligations” (as defined in the Existing Prior Credit Agreement) under the Existing Prior Credit Agreement as in effect prior to the Effective Date and Restatement Date; (ii) such “Obligations” are in all respects continuing with only the terms thereof being modified as provided in this Agreement Agreement; (iii) the Liens as granted under the Loan Documents securing payment of such “Obligations” are in all respects continuing and in full force and effect and secure the payment of the Obligations hereunder (as defined in this Agreement) and are in renewal hereby fully ratified and extension affirmed; and (iv) upon the effectiveness of this Agreement all loans and letters of credit outstanding under the Prior Credit Agreement immediately before the effectiveness of this Agreement will be part of the obligations Loans and indebtedness under Letters of Credit hereunder on the Existing Credit terms and conditions set forth in this Agreement. Without limitation of the foregoing, Borrower hereby fully and unconditionally ratifies and affirms all Loan Documents and agrees that all collateral granted thereunder shall from and after the date hereof secure all Obligations hereunder. Notwithstanding the modifications effected by this Agreement of the representations, warranties and covenants of the Borrower contained in the Existing Prior Credit Agreement, the Borrower acknowledges and agrees that any causes of action or other rights created in favor of the Administrative Agent, any Issuing Bank or any Lender, in each case, Lender and its successors arising out of the representations and warranties of the Borrower contained in or delivered (including representations and warranties delivered in connection with the Existing making of the loans or other extensions of credit thereunder) in connection with the Prior Credit Agreement shall survive the execution, execution and delivery and effectiveness of this Agreement to the extent provided in the Existing Credit Agreement prior to the termination thereofAgreement. All indemnification obligations of Borrower pursuant to the Borrower arising under the Existing Prior Credit Agreement (including any arising from a breach of the representations thereunder) shall survive to the extent provided in amendment and restatement of the Existing Prior Credit Agreement prior pursuant to the termination thereof. In addition, as of the Effective Date, each Letter of Credit outstanding under the Existing Credit Agreement shall be deemed to have been issued under this Agreement.

Amendment and Restatement. In The undersigned Xxxxxxx, to the extent a party to the Existing Revolving Credit Agreement (the “Existing Lenders”), agree and acknowledge that in connection with the amendment and restatement of the Existing Revolving Credit Agreement pursuant hereto, the Borrower, the Administrative Agent and the Existing Lenders shall as of the Effective Date make adjustments to (i) the outstanding principal amount of the “Revolving Credit Loans” under (as defined in the Existing Revolving Credit Agreement (as such term is defined therein) (Agreement), but not any interest accrued thereon prior to the Effective Date or any accrued commitment facility fees under the Existing Revolving Credit Agreement prior to the Effective Date), including the borrowing of such additional “Revolving Loans” (which may include “SOFR Loans”, as defined in the Existing Revolving Credit Loans hereunder Agreement) and the repayment of “Revolving Credit Loans” under thereunder (which may include the Existing Credit Agreement (as such term is defined thereinprepayment or conversion of “SOFR Loans” thereunder) plus all applicable accrued interest, fees and expenses as shall be necessary to provide for Revolving Credit Loans by each Lender in proportion to, and in any event not in excess of, the amount of its relevant new Applicable Percentage of all Revolving Credit Commitment Loans as of the Effective Date, but and (ii) participations in no event shall such adjustment any outstanding “Letters of any Eurodollar Loans entitle any Lender to any reimbursement under Section 2.16 hereof or Section 2.16 of Credit” (as defined in the Existing Revolving Credit Agreement; provided that the foregoing is not intended to relieve Borrower for paying any such costs to lenders ) issued under the Existing Revolving Credit Agreement to the extent such lenders are not Lenders under this Agreement, and including the Letter of Credit listed on Schedule III attached hereto (the “Existing Letters of Credit”) to provide for each Lender’s participation in such Existing Letters of Credit equal to such Lender’s new Applicable Percentage of the aggregate amount available to be drawn under each such Existing Letter of Credit as of the Effective Date. In connection with the foregoing (a) each Existing Lender shall be deemed to have made an assignment of its outstanding Loans “Revolving Loans” and commitments “Commitments” (as defined in the Existing Revolving Credit Agreement) under the Existing Revolving Credit Agreement Agreement, and assumed outstanding Revolving Loans and commitments Commitments of other Existing Lenders under the Existing Revolving Credit Agreement Agreement, all at the request of the Borrower, as may be necessary to effect the foregoing. The parties hereto acknowledge , and agree that (i) this Agreementeach Existing Lender hereby waives any right to any reimbursement under Section 2.21 hereof with respect thereto, any promissory notes delivered pursuant this Agreement and the other Loan Documents executed and delivered in connection herewith do not constitute a novation or termination of the “Obligations” (as defined in the Existing Credit Agreement) under the Existing Credit Agreement as in effect prior to the Effective Date and (iib) such “Obligations” are in all respects continuing with only the terms thereof being modified as provided in this Agreement and the Obligations each Existing Letter of Credit shall be deemed to be a Letter of Credit issued hereunder are in renewal and extension of the obligations and indebtedness under the Existing Credit Agreement. Notwithstanding the modifications effected by this Agreement of the representations, warranties and covenants of the Borrower contained in the Existing Credit Agreement, the Borrower acknowledges and agrees that any causes of action or other rights created in favor of the Administrative Agent, any Issuing Bank or any Lender, in each case, arising out of the representations and warranties of the Borrower contained in or delivered in connection with the Existing Credit Agreement shall survive the execution, delivery and effectiveness of this Agreement to the extent provided in the Existing Credit Agreement prior to the termination thereof. All indemnification obligations of the Borrower arising under the Existing Credit Agreement (including any arising from a breach of the representations thereunder) shall survive to the extent provided in the Existing Credit Agreement prior to the termination thereof. In addition, as of the Effective DateDate for all purposes hereof. Each of the undersigned Existing Lenders, each Letter of Credit outstanding waives any requirement under the Existing Revolving Credit Agreement shall that notice with respect to any such borrowing, prepayment or other transaction described in this Section 10.16 be deemed to have been issued under this Agreementgiven.

Amendment and Restatement. In connection with The parties hereto agree that on the amendment and restatement of the Existing Credit Agreement pursuant hereto, Borrower, Administrative Agent and the Lenders shall as of the Effective Date make adjustments to the outstanding principal amount of the “Revolving Credit Loans” under the Existing Credit Agreement (as such term is defined therein) (but not any interest accrued thereon prior to the Effective Date or any accrued commitment fees under the Existing Credit Agreement prior to the Effective Closing Date), including the borrowing of additional Revolving Credit Loans hereunder and the repayment of “Revolving Credit Loans” under the Existing Credit Agreement (as such term is defined therein) plus all applicable accrued interest, fees and expenses as shall be necessary to provide for Revolving Credit Loans by each Lender in proportion to, and in any event not in excess of, the amount of its relevant Revolving Credit Commitment as of the Effective Date, but in no event shall such adjustment of any Eurodollar Loans entitle any Lender to any reimbursement under Section 2.16 hereof or Section 2.16 of the Existing Credit Agreement; provided that the foregoing is not intended to relieve Borrower for paying any such costs to lenders under the Existing Credit Agreement to the extent such lenders are not Lenders under this Agreement, and each Lender following transactions shall be deemed to have made an assignment of its outstanding Loans and commitments under the Existing Credit Agreement and assumed outstanding Loans and commitments of other Lenders under the Existing Credit Agreement as may be necessary to effect the foregoing. The parties hereto acknowledge and agree that (i) this Agreementoccur automatically, without further action by any promissory notes delivered pursuant this Agreement and the other Loan Documents executed and delivered in connection herewith do not constitute a novation or termination of the “Obligations” (as defined in the Existing Credit Agreement) under the Existing Credit Agreement as in effect prior to the Effective Date and (ii) such “Obligations” are in all respects continuing with only the terms thereof being modified as provided in this Agreement and the Obligations hereunder are in renewal and extension of the obligations and indebtedness under the Existing Credit Agreement. Notwithstanding the modifications effected by this Agreement of the representations, warranties and covenants of the Borrower contained in the Existing Credit Agreement, the Borrower acknowledges and agrees that any causes of action or other rights created in favor of the Administrative Agent, any Issuing Bank or any Lender, in each case, arising out of the representations and warranties of the Borrower contained in or delivered in connection with the Existing Credit Agreement shall survive the execution, delivery and effectiveness of this Agreement to the extent provided in the Existing Credit Agreement prior to the termination thereof. All indemnification obligations of the Borrower arising under the Existing Credit Agreement (including any arising from a breach of the representations thereunder) shall survive to the extent provided in the Existing Credit Agreement prior to the termination thereof. In addition, as of the Effective Date, each Letter of Credit outstanding under party hereto: the Existing Credit Agreement shall be deemed to be amended and restated in its entirety in the form of this Agreement; the Loans shall serve to extend, renew and continue, but not to extinguish or novate, the Existing Loans and the corresponding promissory notes and to amend, restate and supersede, but not to extinguish or cause to be novated the Existing Obligations under, the Existing Credit Agreement; the Borrower hereby agrees that, upon the effectiveness of this Agreement, the Existing Loans outstanding under the Existing Credit Agreement and all accrued and unpaid interest thereon shall be deemed to be outstanding under and payable by this Agreement; all Existing Obligations (including any Existing Obligations that have been issued accrued, but are not payable, as of the Closing Date) shall, to the extent not paid on the Closing Date, be deemed to be Obligations outstanding (and in the case of any accrued Existing Obligations that have accrued, but are not payable, as of the Closing Date, such accrued Existing Obligations shall be paid on the date or dates that such Existing Obligations were due under the Existing Agreement); the Liens in favor of Administrative Agent securing payment of the Existing Obligations shall remain in full force and effect with respect to the Obligations and are hereby reaffirmed in accordance with the Security Documents; and 715347206 14464587 the parties acknowledge and agree that this Agreement and the other Loan Documents do not constitute a novation, payment and reborrowing or termination of the Existing Obligations and that all such Existing Obligations are in all respects continued and outstanding as Obligations under this AgreementAgreement with only the terms being modified from and after the effective date of this Agreement as provided in this Agreement and the other Loan Documents.

Amendment and Restatement. In connection with This Agreement shall become effective on the amendment Restatement Effective Date and restatement shall supersede all provisions of the Existing Credit Agreement pursuant hereto, Borrower, Administrative Agent as of such date and the Lenders Existing Credit Agreement shall as thereafter be of no further force and effect, except to evidence (i) the incurrence by the Borrower of the Effective Date make adjustments to the outstanding principal amount of the “Revolving Credit Loans” obligations under the Existing Credit Agreement (whether or not such obligations are contingent as such term is defined thereinof the Restatement Effective Date), (ii) (but not any interest accrued thereon the representations and warranties made by the Borrower prior to the Restatement Effective Date and (iii) any action or any accrued commitment fees under the omission performed or required to be performed pursuant to such Existing Credit Agreement prior to the Restatement Effective Date), including . From and after the borrowing of additional Revolving Credit Loans hereunder and the repayment of “Revolving Credit Loans” under Restatement Effective Date all references made to the Existing Credit Agreement (as such term is defined therein) plus all applicable accrued interest, fees and expenses as shall be necessary to provide for Revolving Credit Loans by each Lender in proportion to, and in any event not -134- Transaction Document or in excess ofany other instrument or document shall, the amount of its relevant Revolving Credit Commitment as of the Effective Datewithout further action, but in no event shall such adjustment of any Eurodollar Loans entitle any Lender to any reimbursement under Section 2.16 hereof or Section 2.16 of the Existing Credit Agreement; provided that the foregoing is not intended to relieve Borrower for paying any such costs to lenders under the Existing Credit Agreement to the extent such lenders are not Lenders under this Agreement, and each Lender shall be deemed to have made an assignment of its outstanding Loans refer to this Agreement. This Agreement amends and commitments under restates the Existing Credit Agreement and assumed outstanding Loans is not intended to be or operate as a novation or an accord and commitments satisfaction of other the Existing Credit Agreement or the obligations and liabilities of the Borrower evidenced or provided for thereunder. Without limiting the generality of the foregoing, the Borrower agrees that notwithstanding the execution and delivery of this Agreement, the security interest, lien, collateral security or supporting obligations previously granted to the Administrative Agent in its individual capacity pursuant to the Transaction Documents shall be and remain in full force and effect and that any rights and remedies of the Administrative Agent in its individual capacity thereunder and obligations of the Borrower thereunder shall be and remain in full force and effect, shall not be affected, impaired or discharged thereby and shall secure all of the Borrower’s Obligations and liabilities to Administrative Agent and the Lenders under the Existing Credit Agreement as may be necessary to effect amended and restated hereby. Without limiting the foregoing. The , the parties hereto to this Agreement hereby acknowledge and agree that (i) the “Credit Agreement” referred to in the Transaction Documents shall from and after the date hereof be deemed references to this Agreement, any promissory notes delivered pursuant this Agreement and the other Loan Documents executed and delivered in connection herewith do not constitute a novation or termination of the “Obligations” (as defined in the Existing Credit Agreement) under the Existing Credit Agreement as in effect prior to the Effective Date and (ii) such “Obligations” are in all respects continuing with only the terms thereof being modified as provided in this Agreement and the Obligations hereunder are in renewal and extension of the obligations and indebtedness under the Existing Credit Agreement. Notwithstanding the modifications effected by this Agreement of the representations, warranties and covenants of the Borrower contained in the Existing Credit Agreement, the Borrower acknowledges and agrees that any causes of action or other rights created in favor of the Administrative Agent, any Issuing Bank or any Lender, in each case, arising out of the representations and warranties of the Borrower contained in or delivered in connection with the Existing Credit Agreement shall survive the execution, delivery and effectiveness of this Agreement to the extent provided in the Existing Credit Agreement prior to the termination thereof. All indemnification obligations of the Borrower arising under the Existing Credit Agreement (including any arising from a breach of the representations thereunder) shall survive to the extent provided in the Existing Credit Agreement prior to the termination thereof. In addition, as of the Effective Date, each Letter of Credit outstanding under the Existing Credit Agreement shall be deemed to have been issued under this Agreement.[SIGNATURE PAGES TO FOLLOW]

Amendment and Restatement. In connection with It is the amendment and restatement intention of each of the parties hereto that (a) the Existing Credit Agreement be amended and restated in its entirety pursuant hereto, Borrower, Administrative Agent to this Agreement so as to preserve the perfection and the Lenders shall as priority of the Effective Date make adjustments to the outstanding principal amount of the “Revolving Credit Loans” all security interests securing indebtedness and obligations under the Existing Credit Agreement Agreement, (as such term is defined thereinb) (but not any interest accrued thereon prior to all Indebtedness and Obligations of the Effective Date or any accrued commitment fees under Borrower and the Existing Credit Agreement prior to the Effective Date), including the borrowing of additional Revolving Credit Loans Guarantors hereunder and the repayment of “Revolving Credit Loans” under the Existing Credit Agreement (as such term is defined therein) plus all applicable accrued interest, fees and expenses as shall be necessary to provide for Revolving Credit Loans by each Lender in proportion to, and in any event not in excess of, the amount of its relevant Revolving Credit Commitment as of the Effective Date, but in no event shall such adjustment of any Eurodollar Loans entitle any Lender to any reimbursement under Section 2.16 hereof or Section 2.16 of the Existing Credit Agreement; provided that the foregoing is not intended to relieve Borrower for paying any such costs to lenders under the Existing Credit Agreement to the extent such lenders are not Lenders under this Agreement, and each Lender shall be deemed to have made an assignment of its outstanding Loans and commitments under the Existing Credit Agreement and assumed outstanding Loans and commitments of other Lenders under the Existing Credit Agreement as may be necessary to effect the foregoing. The parties hereto acknowledge and agree that (i) this Agreement, any promissory notes delivered pursuant this Agreement and the other Loan Documents executed shall be secured by the liens and delivered in connection herewith do security interests evidenced under the Loan Documents and (c) this Agreement does not constitute a novation or termination of the “Obligations” obligations and liabilities existing under the Existing Credit Agreement (or serve to terminate Section 10.3 of the Existing 165 Credit Agreement or any of the Borrower’s obligations thereunder with respect to the Administrative Agent (as defined in the Existing Credit Agreement) under or the Lenders (as defined in the Existing Credit Agreement) or any other Indemnitee (as defined in the Existing Credit Agreement)). The parties hereto further acknowledge and agree that this Agreement constitutes an amendment of the Existing Credit Agreement as made under and in effect prior to the Effective Date and (ii) such “Obligations” are in all respects continuing accordance with only the terms thereof being modified as provided in this Agreement and the Obligations hereunder are in renewal and extension of the obligations and indebtedness under Section 10.2 of the Existing Credit Agreement. Notwithstanding the modifications effected by this Agreement In addition, unless specifically amended hereby or in connection herewith, each of the representationsLoan Documents shall continue in full force and effect. This Agreement restates and replaces, warranties and covenants of the Borrower contained in its entirety, the Existing Credit Agreement; from and after the Closing Date, the Borrower acknowledges and agrees that any causes of action or other rights created reference in favor any of the Administrative Agent, any Issuing Bank other Loan Documents to the “Credit Agreement” or any like term shall be deemed to refer to this Agreement. Each Lender with a Revolving Commitment on the Closing Date shall be deemed to have agreed that its Revolving Commitment set forth on Schedule I hereto replaces in its entirety such Lender, in each case, arising out of the representations and warranties of the Borrower contained in or delivered in connection with the Existing Credit Agreement shall survive the execution, delivery and effectiveness of this Agreement to the extent provided in the Existing Credit Agreement prior to the termination thereof. All indemnification obligations of the Borrower arising ’s “Revolving Commitment” under the Existing Credit Agreement (including any arising from a breach if any). Each of the representations thereunder) shall survive to the extent provided Lenders party hereto that was a Lender under and as defined in the Existing Credit Agreement prior to the termination thereof. In addition, hereby waives any Event of Default under and as of the Effective Date, each Letter of Credit outstanding under defined in the Existing Credit Agreement shall be deemed resulting from the restatement of those certain audited consolidated financial statements for PGI and its Subsidiaries for the Fiscal Years ended December 31, 2021 and December 31, 2022, including in each case the related statements of income, shareholders’ equity and cash flows, which restatement occurred prior to have been issued under this Agreementthe Closing Date.

Amendment and Restatement. In connection with On the amendment Restatement Date, the Existing Repurchase Agreement shall be amended and restatement restated in its entirety by this Agreement and (a) all references to the Existing Repurchase Agreement in any Transaction Document other than this Agreement (including in any amendment, waiver or consent) shall be deemed to refer to the Existing Repurchase Agreement as amended and restated hereby, (b) all references to any section (or subsection) of the Existing Credit Repurchase Agreement pursuant heretoin any Transaction Document (but not herein) shall be amended to be, Borrowermutatis mutandis, Administrative Agent references to the corresponding provisions of this Agreement and (c) except as the Lenders context otherwise provides, all references to this Agreement in the Existing Repurchase Agreement (including for purposes of indemnification and reimbursement of fees) shall be deemed to be references to the Existing Repurchase Agreement as amended and restated hereby. This Agreement is not intended to constitute, and does not constitute, a novation of the obligations and liabilities under the Existing Repurchase Agreement (including the “Repurchase Obligations” under and as defined therein) or to evidence payment of all or any portion of such obligations and liabilities. On and after the Restatement Date, (a) the Existing Repurchase Agreement shall be of no further force and effect except as amended and restated hereby and except to evidence (i) the incurrence by Seller of the “Repurchase Obligations” under and as defined therein (whether or not any of such “Repurchase Obligations” is contingent as of the Effective Date make adjustments to Restatement Date), (ii) the outstanding principal amount of the “Revolving Credit Loans” under the Existing Credit Agreement (as such term is defined therein) (but not any interest accrued thereon representations and warranties made thereunder by Seller prior to the Effective Restatement Date (other than the GS Asset Representations made by Seller therein with respect to the Initial Transaction Asset) and (iii) any action or any accrued commitment fees under omission performed or required to be performed pursuant to the Existing Credit Repurchase Agreement prior to the Effective Date)Restatement Date (including any failure, including the borrowing of additional Revolving Credit Loans hereunder and the repayment of “Revolving Credit Loans” under the Existing Credit Agreement (as such term is defined therein) plus all applicable accrued interest, fees and expenses as shall be necessary to provide for Revolving Credit Loans by each Lender in proportion to, and in any event not in excess of, the amount of its relevant Revolving Credit Commitment as of the Effective Date, but in no event shall such adjustment of any Eurodollar Loans entitle any Lender to any reimbursement under Section 2.16 hereof or Section 2.16 of the Existing Credit Agreement; provided that the foregoing is not intended to relieve Borrower for paying any such costs to lenders under the Existing Credit Agreement to the extent such lenders are not Lenders under this Agreement, and each Lender shall be deemed to have made an assignment of its outstanding Loans and commitments under the Existing Credit Agreement and assumed outstanding Loans and commitments of other Lenders under the Existing Credit Agreement as may be necessary to effect the foregoing. The parties hereto acknowledge and agree that (i) this Agreement, any promissory notes delivered pursuant this Agreement and the other Loan Documents executed and delivered in connection herewith do not constitute a novation or termination of the “Obligations” (as defined in the Existing Credit Agreement) under the Existing Credit Agreement as in effect prior to the Effective Date and (ii) such “Obligations” are in all respects continuing Restatement Date, to comply with only the terms thereof being modified as provided in this Agreement and the Obligations hereunder are in renewal and extension of the obligations and indebtedness under the Existing Credit Agreement. Notwithstanding the modifications effected by this Agreement of the representations, warranties and covenants of the Borrower contained in the Existing Credit Repurchase Agreement, ) and (b) the Borrower acknowledges terms and agrees that any causes of action or other rights created in favor of the Administrative Agent, any Issuing Bank or any Lender, in each case, arising out of the representations and warranties of the Borrower contained in or delivered in connection with the Existing Credit Agreement shall survive the execution, delivery and effectiveness conditions of this Agreement and rights and remedies under the Transaction Documents, shall apply to the extent provided in the Existing Credit Agreement prior to the termination thereof. All indemnification obligations of the Borrower arising all Repurchase Obligations incurred under the Existing Credit Agreement (including any arising from a breach of Repurchase Agreement. Until the representations thereunder) shall survive to the extent provided in Restatement Date, the Existing Credit Agreement prior to the termination thereof. In addition, as of the Effective Date, each Letter of Credit outstanding under the Existing Credit Repurchase Agreement shall be deemed to have been issued under this Agreementremain in full force and effect, in accordance with its terms.

Amendment and Restatement. In connection with The Borrowers, the amendment Lenders and restatement the Administrative Agent agree that, upon (i) the execution and delivery of this Agreement by each of the parties hereto and (ii) satisfaction (or waiver by the aforementioned parties) of the conditions precedent set forth in Sections 4.1 and 4.2, the terms and provisions of the Existing Credit Agreement pursuant hereto, Borrower, Administrative Agent and the Lenders shall as of the Effective Date make adjustments to the outstanding principal amount of the “Revolving Credit Loans” under the Existing Credit Agreement (as such term is defined therein) (but not any interest accrued thereon prior to the Effective Date or any accrued commitment fees under the Existing Credit Agreement prior to the Effective Date), including the borrowing of additional Revolving Credit Loans hereunder and the repayment of “Revolving Credit Loans” under the Existing Credit Agreement (as such term is defined therein) plus all applicable accrued interest, fees and expenses as shall be necessary to provide for Revolving Credit Loans and hereby are amended, superseded and restated in their entirety by each Lender in proportion to, the terms and in any event not in excess of, the amount provisions of its relevant Revolving Credit Commitment as of the Effective Date, but in no event shall such adjustment of any Eurodollar Loans entitle any Lender to any reimbursement under Section 2.16 hereof or Section 2.16 of the Existing Credit this Agreement; provided that the foregoing . This Agreement is not intended to relieve Borrower for paying any such costs to lenders under and shall not constitute a novation, payment and reborrowing or termination of the Existing Credit Agreement to the extent such lenders are not Lenders under this Agreement, and each Lender shall be deemed to have made an assignment of its outstanding Loans and commitments Obligations under the Existing Credit Agreement and assumed outstanding Loans and commitments the other Loan Documents as in effect prior to the date hereof or the Indebtedness created thereunder. The commitment of other Lenders under each Lender that is a party to the Existing Credit Agreement as may shall, on the date hereof, automatically be necessary to effect deemed amended and the only commitments shall be those hereunder. Without limiting the foregoing. The parties hereto acknowledge and agree that , upon the effectiveness hereof: (ia) this Agreement, any promissory notes delivered pursuant this Agreement and the other Loan Documents executed and delivered all references in connection herewith do not constitute a novation or termination of the “ObligationsLoan Documents” (as defined in the Existing Credit Agreement) to the “Credit Agreement” and the “Loan Documents” shall be deemed to refer to this Agreement and the Loan Documents, (b) all obligations constituting “Obligations” under the Existing Credit Agreement with any Lender or any Affiliate of any Lender which are outstanding on the date hereof shall continue as Obligations under this Agreement and the other Loan Documents, (c) the Administrative Agent shall make such reallocations, sales, assignments or other relevant actions in respect of each Lender’s credit and loan exposure under the Existing Credit Agreement as are necessary in effect prior order that Obligations in respect of Loans, interest and fees due and payable to a Lender hereunder reflect such Lender’s Pro Rata Share on the Effective Date date hereof, and the Borrowers hereby agrees to compensate each Lender for any and all losses, costs and expenses incurred by such Lender in connection with the sale and assignment of any Eurodollar Advance on the terms and in the manner set forth in Section 3.4 hereof and (iid) such “Obligations” the liens and security interests in favor of the Administrative Agent for the benefit of the Holders of Secured Obligations (as defined in the Security Agreement) securing payment of the Obligations are in all respects continuing and in full force and effect with only the terms thereof being modified as provided in this Agreement and the Obligations hereunder are in renewal and extension of the obligations and indebtedness under the Existing Credit Agreement. Notwithstanding the modifications effected by this Agreement of the representations, warranties and covenants of the Borrower contained in the Existing Credit Agreement, the Borrower acknowledges and agrees that any causes of action or other rights created in favor of the Administrative Agent, any Issuing Bank or any Lender, in each case, arising out of the representations and warranties of the Borrower contained in or delivered in connection with the Existing Credit Agreement shall survive the execution, delivery and effectiveness of this Agreement respect to the extent provided in the Existing Credit Agreement prior to the termination thereof. All indemnification obligations of the Borrower arising under the Existing Credit Agreement (including any arising from a breach of the representations thereunder) shall survive to the extent provided in the Existing Credit Agreement prior to the termination thereof. In addition, as of the Effective Date, each Letter of Credit outstanding under the Existing Credit Agreement shall be deemed to have been issued under this Agreementall Obligations.

Amendment and Restatement. In connection with the This Agreement represents a full and complete amendment and restatement of the Credit Agreement dated as of August 13, 1996 (the "Existing Credit Agreement pursuant heretoAgreement"), among the Borrower, Administrative the Agent, as administrative agent, Provident, as documentation agent, and the Lenders named therein, and that prior version is deemed replaced hereby as of the effectiveness of this Agreement. The indebtedness under such prior version of this Agreement continues under this Agreement (as reallocated among the Lenders in connection with the effectiveness of this Agreement) and the execution of this Agreement does not indicate a payment, satisfaction, novation, or discharge thereof. All support for the indebtedness under the prior version of this Agreement continues to support the indebtedness hereunder. Upon the effectiveness of this Agreement, all outstanding Advances shall be reallocated among the Lenders ratably in accordance with their Commitments. Amounts payable under the prior version of this Agreement shall accrue thereunder until the effectiveness of this Agreement and the Agent shall arrange with the Borrower and the Lenders to prorate and ratably distribute to the Agent and the Lenders shall all amounts payable under the prior version of this Agreement for the periods prior to the effectiveness of this Agreement. THE BORROWER, THE LENDERS, THE ISSUING LENDER AND THE AGENT HEREBY IRREVOCABLY WAIVE ANY AND ALL RIGHT TO TRIAL BY JURY IN RESPECT OF ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT, ANY OTHER CREDIT DOCUMENT, OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY. PURSUANT TO SECTION 26.02 OF THE TEXAS BUSINESS AND COMMERCE CODE, A CREDIT AGREEMENT IN WHICH THE AMOUNT INVOLVED IN THE CREDIT AGREEMENT EXCEEDS $50,000 IN VALUE IS NOT ENFORCEABLE UNLESS THE LOAN AGREEMENT IS IN WRITING AND SIGNED BY THE PARTY TO BE BOUND OR THAT PARTY'S AUTHORIZED REPRESENTATIVE. THE RIGHTS AND OBLIGATIONS OF THE PARTIES TO AN AGREEMENT SUBJECT TO THE PRECEDING PARAGRAPH SHALL BE DETERMINED SOLELY FROM THE WRITTEN CREDIT AGREEMENT, AND ANY PRIOR ORAL AGREEMENTS BETWEEN THE PARTIES ARE SUPERSEDED BY AND MERGED INTO THE CREDIT AGREEMENT. THIS WRITTEN AGREEMENT AND THE CREDIT DOCUMENTS, AS DEFINED IN THIS AGREEMENT, REPRESENT THE FINAL AGREEMENT AMONG THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS AMONG THE PARTIES. EXECUTED as of the Effective Date make adjustments to the outstanding principal amount of the “Revolving Credit Loans” under the Existing Credit Agreement date first above written. BORROWER: CARRIAGE SERVICES, INC. By:_______________________________________ Thomas C. Livengood, Executive Vice Xxxxxxxxx xnd Chief Financial Officer AGENT: NATIONSBANK OF TEXAS, N.A., as Agent By:_______________________________________ Albert L. Welch Vice Presidxxx XXXXXXXXXT: LENDERS: NATIONSBANK OF TEXAS, N.A., By: ______________________________________ $40,000,000 Albert L. Welch Vice Presidxxx $00,000,000 PROVIDENT SERVICES, INC. By: ______________________________________ Daniel M. Chong Vice Presidxxx $25,000,000 BANK ONE, TEXAS, NA By: ______________________________________ H. Gale Smith Vice President $00,000,000 CIBC INC. By: ______________________________________ Chris Kleczkowski Director, XXXX Xxxx Xxxxx Securities Corp., AS AGENT $15,000,000 CORESTATES BANK, N.A. By: ______________________________________ Geoffrey Smith Commercial Oxxxxxx $00,000,000 TORONTO DOMINION (as such term is defined therein) (but not any interest accrued thereon prior to the Effective Date or any accrued commitment fees under the Existing Credit Agreement prior to the Effective DateTEXAS), including the borrowing of additional Revolving Credit Loans hereunder and the repayment of “Revolving Credit Loans” under the Existing Credit Agreement (as such term is defined therein) plus all applicable accrued interest, fees and expenses as shall be necessary to provide for Revolving Credit Loans by each Lender in proportion to, and in any event not in excess of, the amount of its relevant Revolving Credit Commitment as of the Effective Date, but in no event shall such adjustment of any Eurodollar Loans entitle any Lender to any reimbursement under Section 2.16 hereof or Section 2.16 of the Existing Credit Agreement; provided that the foregoing is not intended to relieve Borrower for paying any such costs to lenders under the Existing Credit Agreement to the extent such lenders are not Lenders under this Agreement, and each Lender shall be deemed to have made an assignment of its outstanding Loans and commitments under the Existing Credit Agreement and assumed outstanding Loans and commitments of other Lenders under the Existing Credit Agreement as may be necessary to effect the foregoingINC. The parties hereto acknowledge and agree that (i) this Agreement, any promissory notes delivered pursuant this Agreement and the other Loan Documents executed and delivered in connection herewith do not constitute a novation or termination of the “Obligations” (as defined in the Existing Credit Agreement) under the Existing Credit Agreement as in effect prior to the Effective Date and (ii) such “Obligations” are in all respects continuing with only the terms thereof being modified as provided in this Agreement and the Obligations hereunder are in renewal and extension of the obligations and indebtedness under the Existing Credit Agreement. Notwithstanding the modifications effected by this Agreement of the representations, warranties and covenants of the Borrower contained in the Existing Credit Agreement, the Borrower acknowledges and agrees that any causes of action or other rights created in favor of the Administrative Agent, any Issuing Bank or any Lender, in each case, arising out of the representations and warranties of the Borrower contained in or delivered in connection with the Existing Credit Agreement shall survive the execution, delivery and effectiveness of this Agreement to the extent provided in the Existing Credit Agreement prior to the termination thereof. All indemnification obligations of the Borrower arising under the Existing Credit Agreement (including any arising from a breach of the representations thereunder) shall survive to the extent provided in the Existing Credit Agreement prior to the termination thereof. In addition, as of the Effective Date, each Letter of Credit outstanding under the Existing Credit Agreement shall be deemed to have been issued under this Agreement.By: Name: Title: ============ $150,000,000 TOTAL COMMITMENTS

Amendment and Restatement. In connection with On the amendment Closing Date, this Agreement shall amend and restatement of restate the Existing Credit Agreement pursuant heretoin its entirety, Borrowerexcept as provided in this SECTION 5.01(f). On the Closing Date, Administrative Agent and the Lenders shall as of the Effective Date make adjustments to the (i) all outstanding principal amount of the “Revolving Credit Loans” Loans under the Existing Credit Agreement (the "EXISTING REVOLVING CREDIT LOANS") made by any Existing Lender who is not a Lender hereunder shall be repaid in full and the commitments and other obligations and rights (except as expressly set forth in the Existing Credit Agreement) of such term is defined thereinExisting Lender shall be terminated, (b) all Existing Revolving Credit Loans not being repaid under item (a) above, shall be, from and after the Closing Date, Revolving Credit Loans hereunder and the Administrative Agent shall make such transfers of funds as are necessary in order that the outstanding balance of such Revolving Credit Loans, together with any Revolving Credit Loans funded hereunder on the Closing Date, reflect the Revolving Credit Commitments of the Lenders hereunder, (c) all outstanding Letters of Credit under the Existing Credit Agreement (collectively, the "EXISTING LETTERS OF CREDIT") shall be, from and after the Closing Date, Letters of Credit hereunder, (d) all accrued but not any unpaid interest accrued thereon prior due on the Existing Revolving Credit Loans to the Effective Closing Date or any shall be paid in cash in full on the Closing Date, (e) all accrued commitment but unpaid fees under the Existing Credit Agreement prior owing to the Effective Date), including the borrowing of additional Revolving Credit Loans hereunder Administrative Agent and the repayment of “Revolving Credit Loans” under the Existing Credit Agreement (as such term is defined therein) plus all applicable accrued interest, fees and expenses as shall be necessary to provide for Revolving Credit Loans by each Lender in proportion to, and in any event not in excess of, the amount of its relevant Revolving Credit Commitment as of the Effective Date, but in no event shall such adjustment of any Eurodollar Loans entitle any Lender to any reimbursement under Section 2.16 hereof or Section 2.16 of the Existing Credit Agreement; provided that the foregoing is not intended to relieve Borrower for paying any such costs to lenders Lenders under the Existing Credit Agreement to the extent such lenders are not Lenders under this AgreementClosing Date shall be paid in cash in full on the Closing Date, and each Lender shall be deemed (f) all outstanding promissory notes issued by the Borrower to have made an assignment of its outstanding Loans and commitments under the Existing Credit Agreement and assumed outstanding Loans and commitments of other Lenders under the Existing Credit Agreement as may be necessary to effect the foregoing. The parties hereto acknowledge and agree that (i) this Agreement, any promissory notes delivered pursuant this Agreement and the other Loan Documents executed and delivered in connection herewith do not constitute a novation or termination of the “Obligations” (as defined in the Existing Credit Agreement) under the Existing Credit Agreement as in effect prior to the Effective Date and (ii) such “Obligations” are in all respects continuing with only the terms thereof being modified as provided in this Agreement and the Obligations hereunder are in renewal and extension of the obligations and indebtedness under the Existing Credit Agreement. Notwithstanding the modifications effected by this Agreement of the representations, warranties and covenants of the Borrower contained in the Existing Credit Agreement, the Borrower acknowledges and agrees that any causes of action or other rights created in favor of the Administrative Agent, any Issuing Bank or any Lender, in each case, arising out of the representations and warranties of the Borrower contained in or delivered in connection with the Existing Credit Agreement shall survive the execution, delivery and effectiveness of this Agreement to the extent provided in the Existing Credit Agreement prior to the termination thereof. All indemnification obligations of the Borrower arising under the Existing Credit Agreement (including any arising from a breach of the representations thereunder) shall survive to the extent provided in the Existing Credit Agreement prior to the termination thereof. In addition, as of the Effective Date, each Letter of Credit outstanding under the Existing Credit Agreement shall be deemed canceled and the originally executed copies thereof shall be promptly returned to have been issued under this Agreementthe Administrative Agent who shall forward such notes to the Borrower.

Amendment and Restatement. In connection with Reference is made to that certain BB&T Security Agreement by and among the amendment and restatement of the Existing Credit Agreement pursuant hereto, Borrower, Administrative Agent and the Lenders shall parties hereto dated as of the Effective Date make adjustments to the outstanding principal amount of March 30, 2012 (the “Revolving Credit Loans” under the Existing Credit Agreement (as such term is defined therein) (but not any interest accrued thereon prior to the Effective Date or any accrued commitment fees under the Existing Credit Agreement prior to the Effective DateOriginal Security Agreement”), including the borrowing of additional Revolving Credit Loans hereunder and the repayment of “Revolving Credit Loans” under the Existing Credit Agreement (as such term is defined therein) plus all applicable accrued interest, fees and expenses as shall be necessary to provide for Revolving Credit Loans by each Lender in proportion to, and in any event not in excess of, the amount of its relevant Revolving Credit Commitment as of the Effective Date, but in no event shall such adjustment of any Eurodollar Loans entitle any Lender to any reimbursement under Section 2.16 hereof or Section 2.16 of the Existing Credit Agreement; provided that the foregoing is not intended to relieve Borrower for paying any such costs to lenders under the Existing Credit Agreement to the extent such lenders are not Lenders under this Agreement, and each Lender shall be deemed to have made an assignment of its outstanding Loans and commitments under the Existing Credit Agreement and assumed outstanding Loans and commitments of other Lenders under the Existing Credit Agreement as may be necessary to effect the foregoing. The parties hereto acknowledge and agree that (i) this Agreement, any promissory notes delivered pursuant this Security Agreement and the other Loan Documents Documents, whether executed and delivered in connection herewith or otherwise, do not constitute a novation or termination repayment and reborrowing of the “Obligations” Loan, (ii) the obligations under the Original Security Agreement and the Loan Documents (as defined in the Existing Credit Original Security Agreement) under the Existing Credit Agreement as in effect prior to the Effective Date and (ii) such “Obligations” are in all respects continuing with only (as amended and restated and converted hereby and which are in all respects hereinafter subject to the terms thereof being modified herein) and (iii) the liens and security interests as provided granted under the Loan Documents (as defined in this Agreement and the Obligations hereunder Original Security Agreement) are in renewal all respects continuing and extension of in full force and effect and are reaffirmed hereby. The parties hereto acknowledge and agree that on and after the obligations and indebtedness under the Existing Credit Agreement. Notwithstanding the modifications effected by this Agreement of the representationsdate hereof, warranties and covenants of the Borrower contained in the Existing Credit Agreement, the Borrower acknowledges and agrees that any causes of action or other rights created in favor of the Administrative Agent, any Issuing Bank or any Lender, in each case, arising out of the representations and warranties of the Borrower contained in or delivered in connection with the Existing Credit Agreement shall survive the execution, delivery and effectiveness of this Agreement (i) all references to the extent provided in the Existing Credit Agreement prior to the termination thereof. All indemnification obligations of the Borrower arising under the Existing Credit Agreement (including any arising from a breach of the representations thereunder) shall survive to the extent provided in the Existing Credit Agreement prior to the termination thereof. In addition, as of the Effective Date, each Letter of Credit outstanding under the Existing Credit Security Agreement shall be deemed to refer to the Original Security Agreement, as amended and restated hereby, (ii) all references to any section (or subsection) of the Original Security Agreement or the Loan Documents shall be amended to become, mutatis mutandis, references to the corresponding provisions of this Security Agreement and (iii) except as the context otherwise provides, on or after the date hereof, all references to this Security Agreement herein (including for purposes of indemnification and reimbursement of fees) shall be deemed to be references to the Original Security Agreement as amended and restated hereby. SIGNATURE PAGE FOR SECURITY AGREEMENT The parties have been issued under signed this Agreement.Security Agreement as of the day and year first above written. DEBTORS: BROOKWOOD COMPANIES INCORPORATED By: /s/ Xxxxxx X. Xxxxxx Meulen Name: Xxxxxx X. Xxxxxx Meulen Title: Vice President and Chief Financial Officer XXXXXX INDUSTRIES, INC. By: /s/ Xxxxxx X. Xxxxxx Meulen Name: Xxxxxx X. Xxxxxx Meulen Title: Vice President BROOKWOOD LAMINATING, INC. By: /s/ Xxxxxx X. Xxxxxx Meulen Name: Xxxxxx X. Xxxxxx Meulen Title: Vice President ASHFORD BROMLEY, INC. By: /s/ Xxxxxx X. Xxxxxx Meulen Name: Xxxxxx X. Xxxxxx Meulen Title: Vice President STRATEGIC TECHNICAL ALLIANCE, LLC By: /s/ Xxxxxx X. Xxxxxx Meulen Name: Xxxxxx X. Xxxxxx Meulen Title: Vice President BANK: BRANCH BANKING AND TRUST COMPANY By: /s/ Xxxx Xxxxxxx Name: Xxxx Xxxxxxx Title: Senior Vice President

Amendment and Restatement. In connection with The parties hereto agree that, on the amendment and restatement of Closing Date, the following transactions shall be deemed to occur automatically, without further action by any party hereto: (a) the Existing Credit Agreement pursuant hereto, Borrower, Administrative Agent and the Lenders shall as of the Effective Date make adjustments to the outstanding principal amount of the “Revolving Credit Loans” under the Existing Credit Agreement (as such term is defined therein) (but not any interest accrued thereon prior to the Effective Date or any accrued commitment fees under the Existing Credit Agreement prior to the Effective Date), including the borrowing of additional Revolving Credit Loans hereunder and the repayment of “Revolving Credit Loans” under the Existing Credit Agreement (as such term is defined therein) plus all applicable accrued interest, fees and expenses as shall be necessary to provide for Revolving Credit Loans by each Lender in proportion to, and in any event not in excess of, the amount of its relevant Revolving Credit Commitment as of the Effective Date, but in no event shall such adjustment of any Eurodollar Loans entitle any Lender to any reimbursement under Section 2.16 hereof or Section 2.16 of the Existing Credit Agreement; provided that the foregoing is not intended to relieve Borrower for paying any such costs to lenders under the Existing Credit Agreement to the extent such lenders are not Lenders under this Agreement, and each Lender shall be deemed to have made an assignment of be amended and restated in its outstanding Loans and commitments under entirety pursuant to this Agreement, (b) the Collateral Documents (as defined in the Existing Credit Agreement and assumed outstanding Loans giving effect to any amendments thereto) and commitments the Liens created thereunder in favor of other Lenders under Regions Bank as the Collateral Agent and/or the Administrative Agent and securing the Obligations (as defined in the Existing Credit Agreement as may be necessary Agreement), shall remain in full force and effect with respect to effect the foregoing. The parties hereto acknowledge Obligations and agree that are hereby reaffirmed, (ic) this Agreement, any promissory notes delivered pursuant this Agreement and the other Loan Documents executed and delivered in connection herewith do not constitute a novation or termination of the “Obligations” all Obligations (as defined in the Existing Credit Agreement) under the Existing Credit Agreement as in effect prior shall be deemed to the Effective Date be Obligations outstanding hereunder and (ii) such “Obligations” are in all respects continuing with only the terms thereof being modified as provided in this Agreement and the shall not constitute a novation of such Obligations hereunder are in renewal and extension or any of the obligations rights, duties and indebtedness under the Existing Credit Agreement. Notwithstanding the modifications effected by this Agreement of the representations, warranties and covenants of the Borrower contained in the Existing Credit Agreement, the Borrower acknowledges and agrees that any causes of action or other rights created in favor of the Administrative Agent, any Issuing Bank or any Lender, in each case, arising out of the representations and warranties of the Borrower contained in or delivered in connection with the Existing Credit Agreement shall survive the execution, delivery and effectiveness of this Agreement to the extent provided in the Existing Credit Agreement prior to the termination thereof. All indemnification obligations of the Borrower arising under the Existing Credit Agreement parties hereunder and (including any arising from a breach of the representations thereunderd) shall survive to the extent provided all references in the Existing other Credit Agreement prior Documents to the termination thereof. In addition, as of the Effective Date, each Letter of Credit outstanding under the Existing Credit Agreement shall be deemed to refer without further amendment to this Agreement. The parties hereto further acknowledge and agree that this Agreement constitutes an amendment to the Existing Credit Agreement made under and in accordance with the terms of Section 11.4 of the Existing Credit Agreement. All Revolving Loans (as defined in the Existing Credit Agreement) and Swingline Loans (as defined in the Existing Credit Agreement) outstanding under the Existing Credit Agreement immediately prior to the Closing Date shall, as of the Closing Date, be deemed to be a borrowing of Revolving Loans and Swingline Loans, respectively, in an equivalent amount and with the same Interest Period (to the extent applicable for Adjusted LIBOR Rate Loans) hereunder as of the Closing Date and in connection therewith, the Administrative Agent, the Borrower and the Lenders hereby acknowledge and agree that the Revolving Commitments (as defined in the Existing Credit Agreement) in effect under the Existing Credit Agreement immediately prior to the Closing Date have been issued reallocated to the Revolving Commitments set forth on Appendix A and the Revolving Loans (as defined in the Existing Credit Agreement) outstanding under this the Existing Credit Agreement immediately prior to the Closing Date have been reallocated as necessary to give effect to the Revolving Commitments, and such reallocations shall be effective on the Closing Date and do not require any Assignment and Assumption or any other action of any Person. [END] Exhibit B Lenders, Commitments and Commitment Percentages Lender Revolving Commitment Revolving Commitment Percentage Outstanding Term Loan A Term Loan A Percentage Regions Bank $ 34,782,608.69 21.739130431 % $ 15,217,391.31 21.739130443 % PNC Bank, National Association $ 27,826,086.96 17.391304350 % $ 12,173,913.04 17.391304343 % Silicon Valley Bank $ 20,869,565.22 13.043478262 % $ 9,130,434.78 13.043478257 % Xxxxxxx Xxxxxxx Bank $ 17,391,304.35 10.869565219 % $ 7,608,695.65 10.869565214 % Trustmark National Bank $ 17,391,304.35 10.869565219 % $ 7,608,695.65 10.869565214 % Synovus Bank $ 17,391,304.35 10.869565219 % $ 7,608,695.65 10.869565214 % Bank of America, N.A. $ 13,913,043.48 8.695652175 % $ 6,086,956.52 8.695652172 % Xxxxxx Bank $ 10,434,782.60 6.521739125 % $ 4,565,217.40 6.521739143 % Total: $ 160,000,000.00 100.000000000 % $ 70,000,000.00 100.000000000 % Exhibit C Exhibit 2.8 [Form of] Conversion/Continuation Notice Date: _________, 20__ To: Regions Bank, as Administrative Agent Re: Amended and Restated Credit Agreement dated as of June 16, 2020 (as amended, restated, increased, extended, supplemented or otherwise modified from time to time, the “Credit Agreement.”) among Computer Programs and Systems, Inc., a Delaware corporation (the “Borrower”), certain Subsidiaries of the Borrower from time to time party thereto, as Guarantors, the Lenders from time to time party thereto and Regions Bank, as Administrative Agent and Collateral Agent. Capitalized terms used but not otherwise defined herein have the meanings provided in the Credit Agreement. Ladies and Gentlemen: Pursuant to Section 2.8 of the Credit Agreement, the undersigned hereby requests (select one): ☐ A conversion or continuation of Revolving Loans ☐ A conversion or continuation of Term Loans ☐ A conversion or continuation of Swingline Loans

Amendment and Restatement. In connection with This Agreement amends and restates in its entirety the amendment Existing Credit Agreement and restatement from and after the Effective Date, the terms and provisions of the Existing Credit Agreement pursuant hereto, Borrower, Administrative Agent shall be superseded by the terms and provisions of this Agreement. It is the Lenders shall as intent of the Effective Date make adjustments to the outstanding principal amount parties hereto that this Agreement not constitute a novation of the “Revolving Credit Loans” obligations and liabilities existing under the Existing Credit Agreement (as such term is defined therein) (but not any interest accrued thereon prior to the Effective Date or any accrued commitment fees under the Existing Credit Agreement prior to the Effective Date), including the borrowing of additional Revolving Credit Loans hereunder and the evidence repayment of “Revolving Credit Loans” under the Existing Credit Agreement (as such term is defined therein) plus all applicable accrued interest, fees and expenses as shall be necessary to provide for Revolving Credit Loans by each Lender in proportion to, and in any event not in excess of, the amount of its relevant Revolving Credit Commitment as of the Effective Date, but in no event shall such adjustment of any Eurodollar Loans entitle any Lender to any reimbursement under Section 2.16 hereof or Section 2.16 of the Existing Credit Agreement; provided that the foregoing is not intended to relieve Borrower for paying any such costs to lenders under the Existing Credit obligations and liabilities and that this Agreement to the extent such lenders are not Lenders under this Agreement, amend and each Lender shall be deemed to have made an assignment of restate in its outstanding Loans and commitments under entirety the Existing Credit Agreement and assumed outstanding Loans and commitments of other Lenders under re-evidence the Existing Credit Agreement as may be necessary to effect the foregoing. The parties hereto acknowledge and agree that (i) this Agreement, any promissory notes delivered pursuant this Agreement and the other Loan Documents executed and delivered in connection herewith do not constitute a novation or termination of the “Obligations” (as defined in the Existing Credit Agreement) under the Existing Credit Agreement as in effect prior to the Effective Date and (ii) such “Obligations” are in all respects continuing with only the terms thereof being modified as provided in this Agreement and the Obligations hereunder are in renewal and extension of the obligations and indebtedness under the Existing Credit Agreement. Notwithstanding the modifications effected by this Agreement of the representations, warranties and covenants of the Borrower contained in the Existing Credit Agreement, the Borrower acknowledges and agrees that any causes of action or other rights created in favor of the Administrative Agent, any Issuing Bank or any Lender, in each case, arising out of the representations and warranties of the Borrower contained in or delivered in connection with the Existing Credit Agreement shall survive the execution, delivery and effectiveness of this Agreement to the extent provided in the Existing Credit Agreement prior to the termination thereof. All indemnification obligations of the Borrower arising under Credit Parties outstanding thereunder and that any Credit Document and/or security interests securing the Existing Credit Agreement (including any arising from a breach of the representations thereunder) shall survive to the extent provided in the Existing Credit Agreement prior to the termination thereof. In addition, as of the Effective Date, each Letter of Credit outstanding Indebtedness under the Existing Credit Agreement shall continue in full force and effect to secure the Indebtedness hereunder. [Amended and Restated Senior Secured Revolving Credit Agreement] IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be deemed to have been issued duly executed and delivered by their duly authorized representatives as of the day and year first above written. NOBLE FINANCE II LLC, a Delaware limited liability company, as the Company and a Borrower By: /s/ Xxxx Xxxxxxx Name: Xxxx X. Xxxxxxx Title: President and Secretary NOBLE INTERNATIONAL FINANCE COMPANY, an exempted company incorporated in the Cayman Islands with limited liability, as a Designated Borrower By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: President, Secretary and Director NOBLE DRILLING A/S, a company incorporated under this Agreementthe laws of Denmark, as a Designated Borrower By: /s/ Xxxxxx Xxxxxxxx Name: Xxxxxx Xxxxxxxx Title: Chairman JPMORGAN CHASE BANK, N.A., as Administrative Agent, Collateral Agent, Security Trustee, an Issuing Bank and a Lender By: /s/ Xxxxx Xxxxxxxx Name: Xxxxx Xxxxxxxx Title: Authorized Signatory LENDERS: BARCLAYS BANK PLC, as an Issuing Bank and a Lender By: /s/ Xxxxxx X. Dennis Name: Xxxxxx X. Dennis Title: Director DNB CAPITAL LLC, as a Lender By: /s/ Xxxxxx X. Xxxxxx Name: Xxxxxx X. Xxxxxx Title: Senior Vice President By: /s/ Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Title: First Vice President DNB BANK, NEW YORK BRANCH, as an Issuing Bank By: /s/ Xxxxxx X. Xxxxxx Name: Xxxxxx X. Xxxxxx Title: Senior Vice President By: /s/ Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Title: First Vice President HSBC BANK USA, N.A., as a Lender By: /s/ Xxxxxx Xxxxxxxx Name: Xxxxxx Xxxxxxxx Title: Director XXXXX FARGO BANK, NATIONAL ASSOCIATION, as an Issuing Bank and a Lender By: /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Managing Director XXXXXX XXXXXXX SENIOR FUNDING, INC., as a Lender By: /s/ Xxxxxxx Xxxx Name: Xxxxxxx Xxxx Title: Authorized Signatory SPAREBANK 1 SR-BANK ASA, as a Lender By: /s/ Xxxx Xxxxxxxx Xxxxxxx Name: Xxxx Xxxxxxxx Xxxxxxx Title: Director and Head of Energy and Maritime Industries SCHEDULE 1.1(c) COMMITMENT SCHEDULE Lender Commitment Percentage Qualifying Lender Status JPMorgan Chase Bank, N.A. $ 94,000,000.00 17.090909091 % Treaty Lender 13/M/268710/DTTP (USA) Barclays Bank PLC $ 94,000,000.00 17.090909091 % Qualifying Lender DNB Capital LLC $ 94,000,000.00 17.090909091 % Treaty Lender 58/D/305668/DTTP (Norway) HSBC Bank USA, N.A. $ 94,000,000.00 17.090909091 % Treaty Lender 13/H/314375/DTTP (USA) Xxxxx Fargo Bank, National Association $ 94,000,000.00 17.090909091 % Treaty Lender 13/W/61173/DTTP (USA) Xxxxxx Xxxxxxx Senior Funding, Inc. $ 47,000,000.00 8.545454545 % Treaty Lender 13/M/227953/DTTP (USA) SpareBank 1 SR-Bank ASA $ 33,000,000.00 6.000000000 % Treaty Lender 58/S/360918/DTTP (Norway) TOTAL $ 550,000,000.00 100.000000000 %

Amendment and Restatement. In connection with order to facilitate the amendment and restatement contemplated by this Agreement and otherwise to effectuate the desires of the Existing Credit Agreement pursuant heretoLoan Parties, Borrower, the Administrative Agent and the Lenders shall as of Lenders: (a) Simultaneously with the Effective Date make adjustments to the outstanding principal amount of the “Revolving Credit Loans” under the Existing Credit Agreement (as such term is defined therein) (but not any interest accrued thereon prior to the Effective Date or any accrued commitment fees under the Existing Credit Agreement prior to the Effective Date), including the borrowing of additional Revolving Credit Loans hereunder and the repayment of “Revolving Credit Loans” under the Existing Credit Agreement (as such term is defined therein) plus all applicable accrued interest, fees and expenses as shall be necessary to provide for Revolving Credit Loans by each Lender in proportion to, and in any event not in excess of, the amount of its relevant Revolving Credit Commitment as of the Effective Closing Date, but immediately prior to giving effect to Section 1.10(d), the parties hereby agree that the Commitments and Applicable Percentages (as defined in no event shall such adjustment of any Eurodollar Loans entitle any Lender to any reimbursement under Section 2.16 hereof or Section 2.16 of the Existing Credit Agreement; provided that ) of each of the foregoing is not intended to relieve Borrower for paying any such costs to lenders under Lenders shall be as set forth on Schedule 2.01, and (i) the Outstanding Amounts of each Lender’s Committed Loans (as defined in the Existing Credit Agreement to Agreement) and (ii) the extent aggregate Outstanding Amount of each Tranche 1 Lender’s participation in L/C Obligations and Swing Line Loans shall, in each case, be reallocated as outstanding Committed Loans hereunder in accordance with such lenders are not Lenders under this AgreementCommitments and outstanding participations in L/C Obligations and Swing Line Loans hereunder in accordance with such Commitments, as applicable, and each Lender the requisite assignments shall be deemed to have be made an assignment of its outstanding Loans in such amounts from (A) each Tranche 1 Lender to each other Tranche 1 Lender and commitments under (B) each Tranche 2 Lender to each other Tranche 2 Lender (and, if necessary, to (x) Tranche 1 Lenders hereunder from Tranche 1 Lenders under, and as defined in, the Existing Credit Agreement and assumed outstanding Loans (y) Tranche 2 Lenders hereunder from Tranche 2 Lenders under, and commitments of other Lenders under as defined in, the Existing Credit Agreement, in each case, who elect not to become Tranche 1 Lenders or Tranche 2 Lenders, as applicable, under this Agreement as may be necessary to effect the foregoing. The parties hereto acknowledge and agree that (i) or who reduce their commitments in connection with this Agreement), any promissory notes delivered pursuant this Agreement with the same force and the other Loan Documents executed effect as if such assignments were evidenced by applicable Assignments and delivered in connection herewith do not constitute a novation or termination of the “Obligations” Assumptions (as defined in the Existing Credit Agreement) under the Existing Credit Agreement as in effect prior to Agreement, but without the Effective Date and (ii) such “Obligations” payment of any related assignment fee; provided that the Existing Lenders who are in all respects continuing with only the terms thereof being modified as provided in Lenders under this Agreement and the Obligations hereunder are in renewal and extension hereby waive any notice requirements pursuant to Section 2.05 of the obligations and indebtedness under the Existing Credit Agreement in connection with any prepayment that may occur or may be deemed to occur thereunder in connection with this Section 1.10(a). For the avoidance of doubt, simultaneously with the Closing Date, the parties hereby agree that each Swing Line Loan outstanding under, and as defined in, the Existing Credit Agreement as of such date shall continue as a Swing Line Loan hereunder and each “Letter of Credit” outstanding under, and as defined in, the Existing Credit Agreement as of such date and identified as an “Existing Letter of Credit” hereunder shall continue as a Letter of Credit hereunder. (b) Notwithstanding anything to the contrary in the Existing Credit Agreement or in this Agreement. Notwithstanding , no other documents or instruments, including any Assignment and Assumption, shall be, or shall be required to be, executed in connection with the modifications effected by this Agreement assignments set forth in Section 1.10(a) above (all of the which requirements are hereby waived), and such assignments shall be deemed to be made with all applicable representations, warranties and covenants of as if evidenced by an Assignment and Assumption. On the Borrower contained in the Existing Credit AgreementClosing Date, the Borrower acknowledges and agrees that any causes of action or other rights created in favor of the Administrative Agent, any Issuing Bank or any Lender, in each case, arising out of the representations and warranties of the Borrower contained in or delivered in connection applicable Lenders shall make full cash settlement with the Existing Credit Agreement shall survive the execution, delivery and effectiveness of this Agreement to the extent provided in the Existing Credit Agreement prior to the termination thereof. All indemnification obligations of the Borrower arising under the Existing Credit Agreement (including any arising from a breach of the representations thereunder) shall survive to the extent provided in the Existing Credit Agreement prior to the termination thereof. In addition, as of the Effective Date, each Letter of Credit outstanding under the Existing Credit Agreement shall be deemed to have been issued under this Agreement.one another either directly 39

Amendment and Restatement. In connection with the amendment This Agreement amends and restatement of restates the Existing Credit Agreement pursuant hereto, Borrower, Administrative Agent and in its entirety. Each Borrower hereby agrees that (a) the Lenders shall as of the Effective Date make adjustments to the Indebtedness outstanding principal amount of the “Revolving Credit Loans” under the Existing Credit Agreement (as such term is defined therein) (but not any interest accrued thereon prior to the Effective Date or any accrued commitment fees under the Existing Credit Agreement prior to the Effective Date), including the borrowing of additional Revolving Credit Loans hereunder and the repayment of “Revolving Credit Loans” under the Existing Credit Agreement (as such term is defined therein) plus all applicable accrued interest, fees and expenses as shall be necessary to provide for Revolving Credit Loans by each Lender in proportion to, and in any event not in excess of, the amount of its relevant Revolving Credit Commitment as of the Effective Date, but in no event shall such adjustment of any Eurodollar Loans entitle any Lender to any reimbursement under Section 2.16 hereof or Section 2.16 of the Existing Credit Agreement; provided that the foregoing is not intended to relieve Borrower for paying any such costs to lenders under the Existing Credit Agreement to the extent such lenders are not Lenders under this Agreement, and each Lender shall be deemed to have made an assignment of its outstanding Loans and commitments under the Existing Credit Agreement and assumed outstanding Loans and commitments of other Lenders under the Existing Credit Agreement as may be necessary to effect the foregoing. The parties hereto acknowledge and agree that (i) this Agreement, any promissory notes delivered pursuant this Agreement and the other Loan Documents executed and delivered in connection herewith do not constitute a novation or termination of the “Obligations” (as defined in the Existing Credit Agreement) under the Existing Credit Agreement as in effect prior to the Effective Date and (ii) such “Obligations” are in all respects continuing ; together with only the terms thereof being modified as provided in this Agreement and the Obligations hereunder are in renewal and extension of the obligations and indebtedness under the Existing Credit Agreement. Notwithstanding the modifications effected by this Agreement of the representations, warranties and covenants of the Borrower contained in the Existing Credit Agreement, the “Existing Credit Documents”) and all accrued and unpaid interest thereon and (b) all accrued and unpaid fees under the Existing Credit Documents, shall be deemed to be outstanding under and governed by this Agreement. Each Borrower acknowledges hereby acknowledges, warrants, represents and agrees that any causes of action this Agreement is not intended to be, and shall not be deemed or other rights created in favor construed to be, a novation or release of the Administrative AgentExisting Credit Documents. Each Lender which is a Lender under the Existing Credit Documents hereby waives any requirements for notice of prepayment, any Issuing Bank or any Lender, in each case, arising out minimum amounts of prepayments of the representations and warranties loans thereunder, ratable reductions of the Borrower contained commitments of Lenders under the Existing Credit Documents and ratable payments on account of the principal or interest of any loan under the Existing Credit Documents to the extent that any such prepayment, reductions or payments are required to ensure that, upon the effectiveness of this Agreement, the loans of the Lenders shall be outstanding on a ratable basis in or delivered accordance with their respective Applicable Percentage. Each Lender hereby authorizes the Administrative Agent and the Borrowers to request Borrowings from Lenders, to make prepayment of the loans under the Existing Credit Documents and to reduce the commitments under the Existing Credit Documents among Lenders in order to ensure that, upon the effectiveness of this Agreement, the loans of Lenders shall be outstanding on a ratable basis in accordance with their respective Applicable Percentage. The parties hereto confirm, ratify and reaffirm each of the Existing Credit Documents entered into prior to the Effective Date (but excluding the Existing Credit Agreement) and agree that such Existing Credit Documents continue to be legal, valid, binding and enforceable in accordance with their terms (except to the extent, amended, restated and superseded in connection with the Existing Credit Agreement shall survive the executiontransactions contemplated hereby). The Borrowers, delivery jointly and effectiveness of this Agreement to the extent provided in the Existing Credit Agreement prior to the termination thereof. All indemnification obligations of the Borrower arising under the Existing Credit Agreement (including any arising from a breach of the representations thereunder) shall survive to the extent provided in the Existing Credit Agreement prior to the termination thereof. In additionseverally, represent and warrant that, as of the Effective Date, each Letter there are no claims or offsets against, or defenses or counterclaims to, their obligations (or the obligations of Credit outstanding any Guarantor) under the Existing Credit Agreement shall be deemed to have been issued under this Agreement.or any other Existing Credit Documents. Amended and Restated Schedule 2.01 (As of the Fifth Amendment Effective Date) Commitments LENDERS MAXIMUM REVOLVING CREDIT AMOUNT PRO RATA SHARE BOKF, NA DBA BANK OF OKLAHOMA $35,000,000.00 100.000000000% TOTALS $35,000,000.00 100.000000000% Amended and Restated Schedule 3.19 Swap Agreements (As of the Fifth Amendment Effective Date) Unit Corp Gas Xxxxxx Date Volume Type Floor Cap Swap Exchange 10/1/2022 - 12/31/2022 35,000 Mmbtu/day Collar $ 2.500 $ 2.680 NYMEX Xxxxx Hub 10/1/2022 - 12/31/2022 5,000 Mmbtu/day Swap $ 2.605 NYMEX Xxxxx Hub 10/1/2022 - 10/31/2022 430,000 Mmbtu Swap $ 9.14 NYMEX Xxxxx Hub 11/1/2022 - 11/30/2022 310,000 Mmbtu Swap $ 9.14 NYMEX Xxxxx Hub 12/1/2022 - 12/31/2022 900,000 Mmbtu Swap $ 9.14 NYMEX Xxxxx Hub 11/1/2022 - 12/31/2022 25,000 Mmbtu/day Swap $ (0.165) PEPL Basis 1/1/2023 - 12/31/2023 22,000 Mmbtu/day Swap $ 2.456 NYMEX Xxxxx Hub 1/1/2023 - 1/31/2023 930,000 Mmbtu Swap $ 9.14 NYMEX Xxxxx Hub 100 2/1/2023 - 2/28/2023 700,000 Mmbtu Swap $ 9.14 NYMEX Xxxxx Hub 1/1/2023 - 3/31/2023 25,000 Mmbtu/day Swap $ (0.165) PEPL Basis Unit Corp Oil Xxxxxx Date Volume Type Floor Cap Swap Exchange 10/1/2022 - 12/31/2022 2,300 Bbls/day Swap $ 42.25 NYMEX WTI 10/1/2022 - 10/31/2022 17,400 Bbls Swap $ 103.98 NYMEX WTI 11/1/2022 - 11/30/2022 14,500 Bbls Swap $ 103.98 NYMEX WTI 12/1/2022 - 12/31/2022 13,600 Bbls Swap $ 103.98 NYMEX WTI 1/1/2023 - 12/31/2023 1,300 Bbls/day Swap $ 43.60 NYMEX WTI 1/1/2023 - 1/31/2023 42,500 Bbls Swap $ 95.40 NYMEX WTI 2/1/2023 - 2/28/2023 36,500 Bbls Swap $ 95.40 NYMEX WTI 101 Amended and Restated Schedule 6.13(j) Excluded Property

Amendment and Restatement. In This Agreement amends and restates in its entirety the Original ABL Credit Agreement and upon the effectiveness of this Agreement, the terms and provisions of the Original ABL Credit Agreement shall, subject to this Section 9.29, be superseded hereby. All references to the “Credit Agreement” contained in the Loan Documents delivered in connection with the Original ABL Credit Agreement or this Agreement shall, and shall be deemed to, refer to this Agreement. Notwithstanding the amendment and restatement of the Existing Original ABL Credit Agreement pursuant heretoby this Agreement, Borrower, Administrative Agent the Obligations of the Borrowers and the Lenders shall other Loan Parties outstanding under the Original ABL Credit Agreement and the other Loan Documents as of the Effective Closing Date make adjustments to the shall remain outstanding principal amount of the “Revolving Credit Loans” under the Existing Credit Agreement (without novation and shall constitute continuing Obligations and shall continue as such term is defined therein) (but not any interest accrued thereon prior to be secured by the Effective Date or any accrued commitment fees under the Existing Credit Agreement prior to the Effective Date), including the borrowing of additional Revolving Credit Loans hereunder Collateral. Such Obligations shall in all respects be continuing and the repayment of “Revolving Credit Loans” under the Existing Credit Agreement (as such term is defined therein) plus all applicable accrued interest, fees and expenses as shall be necessary to provide for Revolving Credit Loans by each Lender in proportion to, and in any event not in excess of, the amount of its relevant Revolving Credit Commitment as of the Effective Date, but in no event shall such adjustment of any Eurodollar Loans entitle any Lender to any reimbursement under Section 2.16 hereof or Section 2.16 of the Existing Credit Agreement; provided that the foregoing is not intended to relieve Borrower for paying any such costs to lenders under the Existing Credit Agreement to the extent such lenders are not Lenders under this Agreement, and each Lender shall be deemed to have made an assignment of its outstanding Loans and commitments under the Existing Credit Agreement and assumed outstanding Loans and commitments of other Lenders under the Existing Credit Agreement as may be necessary to effect the foregoing. The parties hereto acknowledge and agree that (i) this Agreement, any promissory notes delivered pursuant this Agreement and the other Loan Documents executed shall not be deemed to evidence or result in a substitution, novation or repayment and reborrowing of such Obligations which shall remain in full force and effect, except to any extent modified hereunder. The Liens securing payment of the Obligations under the Original ABL Credit Agreement, as amended and restated in the form of this Agreement, shall in all respects be continuing, securing the payment of all Obligations. #94513555v35 [Signature Pages Omitted] #94513555v35 EXHIBIT B EXHIBITS TO CREDIT AGREEMENT [Attached] #94588921v8 EXHIBIT A-1 [FORM OF] ASSIGNMENT AND ASSUMPTION This Assignment and Assumption (the “Assignment and Assumption”) is dated as of the Effective Date set forth below and is entered into by and between [Insert name of Assignor] (the “Assignor”) and [Insert name of Assignee] (the “Assignee”). [It is understood and agreed that the rights and obligations of [the Assignors][the Assignees]1 hereunder are several and not joint.]2 Capitalized terms used but not defined herein shall have the meanings given to them in the Credit Agreement identified below (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), receipt of a copy of which is hereby acknowledged by the Assignee. The Standard Terms and Conditions set forth in Annex I attached hereto are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Assumption as if set forth herein in full. For an agreed consideration, the Assignor hereby irrevocably sells and assigns to the Assignee, and the Assignee hereby irrevocably purchases and assumes from the Assignor, subject to and in accordance with the Standard Terms and Conditions and the Credit Agreement, as of the Effective Date inserted by the Administrative Agent as contemplated below, (i) all of the Assignor’s rights and obligations in its capacity as a Lender under the Credit Agreement and any other documents or instruments delivered pursuant thereto to the extent related to the amount and percentage interest identified below of all of such outstanding rights and obligations of the Assignor under the respective facilities identified below (including any letters of credit and guarantees included in such facilities) and (ii) to the extent permitted to be assigned under applicable Requirements of Law, all claims, suits, causes of action and any other right of the Assignor (in its capacity as a Lender) against any Person, whether known or unknown, arising under or in connection herewith do not constitute a novation with the Credit Agreement, any other documents or termination instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned pursuant to clauses (i) and (ii) above being referred to herein collectively as the “Obligations” (as defined in Assigned Interest”). In the Existing case where the Assigned Interest covers all of the Assignor’s rights and obligations under the Credit Agreement) under , the Existing Assignor shall cease to be a party thereto but shall continue to be entitled to the benefits of Sections 2.15, 2.16, 2.17 and 9.03 of the Credit Agreement as in effect with respect to facts and circumstances occurring on or prior to the Effective Date and subject to its obligations hereunder and under Section 9.13 of the Credit Agreement. Such sale and assignment is (i) subject to acceptance and recording thereof in the Register by the Administrative Agent pursuant to Section 9.05(b)(iv) of the Credit Agreement, (ii) such “Obligations” are in all respects continuing with only without recourse to the terms thereof being modified Assignor and (iii) except as expressly provided in this Agreement Assignment and Assumption, without representation or warranty by the Obligations hereunder are in renewal and extension of the obligations and indebtedness under the Existing Credit Agreement. Notwithstanding the modifications effected by this Agreement of the representations, warranties and covenants of the Borrower contained in the Existing Credit Agreement, the Borrower acknowledges and agrees that any causes of action or other rights created in favor of the Administrative Agent, any Issuing Bank or any Lender, in each case, arising out of the representations and warranties of the Borrower contained in or delivered in connection with the Existing Credit Agreement shall survive the execution, delivery and effectiveness of this Agreement to the extent provided in the Existing Credit Agreement prior to the termination thereof. All indemnification obligations of the Borrower arising under the Existing Credit Agreement (including any arising from a breach of the representations thereunder) shall survive to the extent provided in the Existing Credit Agreement prior to the termination thereof. In addition, as of the Effective Date, each Letter of Credit outstanding under the Existing Credit Agreement shall be deemed to have been issued under this AgreementAssignor.

Amendment and Restatement. In connection with The parties hereto agree that, on the amendment and restatement of Closing Date, the following transactions shall be deemed to occur automatically, without further action by any party hereto: (a) the Existing Credit Agreement shall be deemed to be amended and restated in its entirety pursuant hereto, Borrower, Administrative Agent and the Lenders shall as of the Effective Date make adjustments to the outstanding principal amount of the “Revolving this Credit Loans” Agreement; (b) all Obligations under the Existing Credit Agreement (as such term is defined therein) (but not any interest accrued thereon prior to outstanding on the Effective Closing Date or any accrued commitment fees under the Existing Credit Agreement prior to the Effective Date), including the borrowing of additional Revolving Credit Loans hereunder shall in all respects be continuing and the repayment of “Revolving Credit Loans” under the Existing Credit Agreement (as such term is defined therein) plus all applicable accrued interest, fees and expenses as shall be necessary to provide for Revolving Credit Loans by each Lender in proportion to, and in any event not in excess of, the amount of its relevant Revolving Credit Commitment as of the Effective Date, but in no event shall such adjustment of any Eurodollar Loans entitle any Lender to any reimbursement under Section 2.16 hereof or Section 2.16 of the Existing Credit Agreement; provided that the foregoing is not intended to relieve Borrower for paying any such costs to lenders under the Existing Credit Agreement to the extent such lenders are not Lenders under this Agreement, and each Lender shall be deemed to have made an assignment of its Obligations outstanding Loans and commitments under hereunder; (c) the Existing Credit Agreement and assumed outstanding Loans and commitments of other Lenders under the Existing Credit Agreement as may be necessary to effect the foregoing. The parties hereto acknowledge and agree that (i) this Agreement, any promissory notes delivered pursuant this Agreement and the other Loan Documents executed and delivered in connection herewith do not constitute a novation or termination Guaranty Obligations of the “Obligations” (as defined Guarantors in favor the Existing Credit Agreement) under the Existing Credit Agreement as in effect prior to the Effective Date Administrative Agent, each Lender, each Treasury Management Bank, each Hedge Bank, and (ii) such “Obligations” are in all respects continuing with only the terms thereof being modified as provided in this Agreement and each other holder of the Obligations hereunder are in renewal and extension of the obligations and indebtedness under the Existing Credit Agreement. Notwithstanding the modifications effected by this Agreement of the representations, warranties and covenants of the Borrower contained in pursuant to the Existing Credit Agreement, the Borrower acknowledges shall remain in full force and agrees that any causes of action or other rights created in favor of the Administrative Agent, any Issuing Bank or any Lender, in each case, arising out of the representations and warranties of the Borrower contained in or delivered in connection effect with the Existing Credit Agreement shall survive the execution, delivery and effectiveness of this Agreement respect to the extent provided in the Existing Credit Agreement prior to the termination thereof. All indemnification obligations of the Borrower arising under the Existing Credit Agreement Obligations and are hereby reaffirmed; (including any arising from a breach of the representations thereunderd) shall survive to the extent provided in the Existing Credit Agreement prior to the termination thereof. In addition, as of the Effective Date, each Letter all Letters of Credit outstanding under the Existing Credit Agreement on the Closing Date shall be deemed to have been issued be Letters of Credit outstanding on the Closing Date under this Credit Agreement; and (e) all references in the other Credit Documents to the Existing Credit Agreement shall be deemed to refer without further amendment to this Credit Agreement. The parties hereto further acknowledge and agree that this Credit Agreement constitutes an amendment to the Existing Credit Agreement made under and in accordance with the terms of Section 11.6 of the Existing Credit Agreement. Each of the parties hereto has caused a counterpart of this Credit Agreement to be duly executed and delivered as of the date first above written. BORROWERS: SPEEDWAY MOTORSPORTS, INC., a Delaware corporation By: /s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: Vice Chairman and CFO SPEEDWAY FUNDING, LLC, a Delaware limited liability company By: /s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: President SPEEDWAY MOTORSPORTS, INC. AMENDED AND RESTATED CREDIT AGREEMENT GUARANTORS: ATLANTA MOTOR SPEEDWAY, LLC, a Georgia limited liability company BRISTOL MOTOR SPEEDWAY, LLC, a Tennessee limited liability company CHARLOTTE MOTOR SPEEDWAY, LLC, a North Carolina limited liability company INEX CORP., a North Carolina corporation KENTUCKY RACEWAY, LLC a Kentucky limited liability company NEVADA SPEEDWAY, LLC, a Delaware limited liability company New Hampshire Motor Speedway, Inc., a New Hampshire corporation SMI SYSTEMS, LLC a Nevada limited liability company SMI TRACKSIDE, LLC, a North Carolina limited liability company SMISC HOLDINGS, INC., a North Carolina corporation SPEEDWAY MEDIA, LLC, a North Carolina limited liability company SPEEDWAY PROPERTIES COMPANY, LLC, a Delaware limited liability company SPEEDWAY SONOMA, LLC, a Delaware limited liability company TEXAS MOTOR SPEEDWAY, INC., a Texas corporation U.S. Legend Cars International, Inc., a North Carolina corporation By: /s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: Vice President TSI Management Company, LLC, a North Carolina limited liability company By: SMISC Holdings, Inc., Manager By: /s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: Executive Vice President SPEEDWAY MOTORSPORTS, INC. AMENDED AND RESTATED CREDIT AGREEMENT ADMINISTRATIVE AGENT: BANK OF AMERICA, N.A., in its capacity as the Administrative Agent By: /s/ Xxxxxxxx X. Xxxxxxx Name: Xxxxxxxx X. Xxxxxxx Title: Assistant Vice President LENDERS: BANK OF AMERICA, N.A., in its capacity as a Lender, Swingline Lender and Issuing Lender By: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Vice President XXXXX FARGO BANK, NATIONAL ASSOCIATION as a Lender By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Senior Vice President JPMORGAN CHASE BANK, N.A. as a Lender By: /s/ Xxxxxxx Xxxxxx Name: Xxxxxxx Xxxxxx Title: Authorized Officer SUNTRUST BANK as a Lender By: /s/ Xxxxxxxx X. Xxxxx Name: Xxxxxxxx X. Xxxxx Title: First Vice President U.S. BANK, NATIONAL ASSOCIATION, As a Lender By: /s/ Xxxxxx X. Xxxxxx Name: Xxxxxx X. Xxxxxx Title: Senior Vice President FIRST TENNESSE BANK, N.A., as a Lender By: /s/ Xxxxx Xxxx Name: Xxxxx Xxxx Title: Vice President SPEEDWAY MOTORSPORTS, INC. AMENDED AND RESTATED CREDIT AGREEMENT PNC BANK, NATIONAL ASSOCIATION, as a Lender By: /s/ Xxxxxx X. Xxxxxxx Name: Xxxxxx X. Xxxxxxx Title: Senior Vice President TD BANK, N.A., as a Lender By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Senior Vice President REGIONS BANK, as a Lender By: /s/ Xxxxxxx XxXxxxx Name: Xxxxxxx XxXxxxx Title: Senior Vice President FIFTH THIRD BANK, an Ohio banking corporation, as a Lender By: /s/ Xxxxxxx X. Xxxxxxxx Name: Xxxxxxx X. Xxxxxxxx Title: Managing Director COMERICA BANK, as a Lender By: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Vice President SPEEDWAY MOTORSPORTS, INC.

Amendment and Restatement. In connection with The US Borrower, the Canadian Borrower, the Swing Line Lender, the Issuing Lender, the other Lenders party hereto, the US Administrative Agent, and Canadian Administrative Agent have agreed that this Agreement is an amendment and restatement of the Existing Credit Agreement pursuant hereto, Borrower, Administrative Agent and the Lenders shall as of the Effective Date make adjustments to the outstanding principal amount of the “Revolving Credit Loans” under the Existing Credit Agreement (as such term is defined therein) (but not any interest accrued thereon prior to the Effective Date or any accrued commitment fees under the Existing Credit Agreement prior to the Effective Date), including the borrowing of additional Revolving Credit Loans hereunder and the repayment of “Revolving Credit Loans” under the Existing Credit Agreement (as such term is defined therein) plus all applicable accrued interest, fees and expenses as shall be necessary to provide for Revolving Credit Loans by each Lender in proportion toits entirety, and in any event this Agreement is not in excess of, the amount of its relevant Revolving Credit Commitment as of the Effective Date, but in no event shall such adjustment of any Eurodollar Loans entitle any Lender to any reimbursement under Section 2.16 hereof or Section 2.16 a novation of the Existing Credit Agreement; provided that the foregoing is not intended to relieve Borrower for paying any such costs to lenders under the Existing Credit Agreement to the extent such lenders are not Lenders under this Agreement, and each Lender shall be deemed to have made an assignment of its outstanding Loans and commitments under the Existing Credit Agreement and assumed outstanding Loans and commitments of other Lenders under the Existing Credit Agreement as may be necessary to effect the foregoing. The parties hereto acknowledge and agree that (i) this Agreementthat, any promissory notes delivered pursuant this Agreement and the other Loan Documents executed and delivered in connection herewith do not constitute a novation or termination effective as of the “Obligations” Closing Date, the Term Facility (as defined in the Existing Credit Agreement) is terminated. The outstanding commitments under the Existing Credit Agreement have been assigned, renewed, extended, modified, and rearranged as in effect prior US Commitments under and pursuant to the Effective Date and (ii) such “Obligations” are in all respects continuing with only the terms thereof being modified as provided in of this Agreement and the Obligations hereunder are in renewal and extension Agreement. Certain of the obligations and indebtedness US Facility Lenders (as Lenders under the Existing Credit Agreement. Notwithstanding the modifications effected by this Agreement of the representations, warranties and covenants of the Borrower contained in the Existing Credit Agreement, the Borrower acknowledges and agrees that any causes of action or other rights created in favor of the Administrative Agent, any Issuing Bank or any Lender) have agreed among themselves, in each case, arising out of the representations and warranties of the Borrower contained in or delivered in connection consultation with the Existing Credit Agreement shall survive US Borrower, to adjust their respective Commitments and to terminate the execution, delivery and effectiveness commitments of this Agreement to the extent provided in the Existing Credit Agreement prior to the termination thereof. All indemnification obligations of the Borrower arising certain lenders under the Existing Credit Agreement who will not become a Lender hereunder (including any arising from a breach each an “Exiting Lender”). The US Administrative Agent, the US Facility Lenders, the US Borrower and each Exiting Lender (by receipt of the representations thereunder) shall survive payment in full of the Advances as defined in, and owing to the extent provided in it under, the Existing Credit Agreement prior and, at such Exiting Lender’s request, under a separate exiting agreement executed by such Exiting Lender) consented to such reallocation and each Existing Lender’s adjustment of, and each Existing Lender’s assignment of, an interest in the termination thereofcommitments and the Existing Lenders’ partial assignments of their respective commitments. In additionOn the Closing Date, and after giving effect to such 150 reallocations, adjustments, assignments and decreases, the US Commitment of each US Facility Lender shall be as set forth on Schedule II. The US Facility Lenders shall make all appropriate adjustments and payments between and among themselves to account for the revised pro rata shares resulting from the initial allocation of the Effective Date, each Letter of Credit outstanding US Facility Lenders’ commitments under the Existing Credit Agreement to under this Agreement. The US Borrower and each Lender party hereto that was a “Lender” under the Existing Credit Agreement hereby agrees and this Section 9.26 and any exiting agreement executed by an Exiting Lender that is acceptable to the US Administrative Agent and the US Borrower shall be deemed to have been issued approved assignment forms as required under this the Existing Credit Agreement.

Amendment and Restatement. In connection with The parties to this Agreement agree that, upon (i) the amendment execution and restatement delivery by each of the parties hereto of this Agreement and (ii) satisfaction of the conditions set forth in Section 4.01, the terms and provisions of the Existing Credit Agreement pursuant heretoshall be and hereby are amended, Borrower, Administrative Agent superseded and restated in their entirety by the Lenders terms and provisions of this Agreement. This Agreement is not intended to and shall as of the Effective Date make adjustments to the outstanding principal amount of the “Revolving Credit Loans” not constitute a novation. All Loans made and Obligations incurred under the Existing Credit Agreement (as such term is defined therein) (but not any interest accrued thereon prior to which are outstanding on the Effective Date or any accrued commitment fees shall continue as Loans and Obligations under the Existing Credit Agreement prior to the Effective Date)(and, including the borrowing of additional Revolving Credit Loans hereunder and the repayment of “Revolving Credit Loans” under the Existing Credit Agreement (as such term is defined therein) plus all applicable accrued interest, fees and expenses as shall be necessary to provide for Revolving Credit Loans by each Lender in proportion to, and in any event not in excess of, the amount of its relevant Revolving Credit Commitment as of the Effective Date, but in no event shall such adjustment of any Eurodollar Loans entitle any Lender to any reimbursement under Section 2.16 hereof or Section 2.16 of the Existing Credit Agreement; provided that the foregoing is not intended to relieve Borrower for paying any such costs to lenders under the Existing Credit Agreement to the extent such lenders are not Lenders under this Agreement, and each Lender shall be deemed to have made an assignment of its outstanding Loans and commitments under governed by the Existing Credit Agreement and assumed outstanding Loans and commitments of other Lenders under the Existing Credit Agreement as may be necessary to effect the foregoing. The parties hereto acknowledge and agree that (iterms of) this Agreement, any promissory notes delivered pursuant this Agreement and the other Loan Documents executed and delivered Documents. Without limiting the foregoing, upon the effectiveness hereof: (a) all references in connection herewith do not constitute a novation or termination of the “ObligationsLoan Documents” (as defined in the Existing Credit Agreement) under the Existing Credit Agreement as in effect prior to the Effective Date “Administrative Agent”, the “Credit Agreement” and (ii) such the “ObligationsLoan Documents” are in all respects continuing with only shall be deemed to refer to the terms thereof being modified as provided in Administrative Agent, this Agreement and the Obligations hereunder are in renewal and extension of the obligations and indebtedness under Loan Documents, (b) the Existing Letters of Credit Agreement. Notwithstanding which remain outstanding on the modifications effected by this Agreement Effective Date shall continue as Letters of the representations, warranties and covenants of the Borrower contained in the Existing Credit Agreement, the Borrower acknowledges and agrees that any causes of action or other rights created in favor of the Administrative Agent, any Issuing Bank or any Lender, in each case, arising out of the representations and warranties of the Borrower contained in or delivered in connection with the Existing Credit Agreement shall survive the execution, delivery and effectiveness of this Agreement to the extent provided in the Existing Credit Agreement prior to the termination thereof. All indemnification obligations of the Borrower arising under the Existing Credit Agreement (including any arising from a breach of the representations thereunder) shall survive to the extent provided in the Existing Credit Agreement prior to the termination thereof. In additionand, as of the Effective Date, shall be governed by the terms of) this Agreement, (c) all obligations constituting “Obligations” with any Lender or any Affiliate of any Lender which are outstanding on the Effective Date shall continue as Obligations under this Agreement and the other Loan Documents, (d) the Administrative Agent shall make such reallocations, sales, assignments or other relevant actions in respect of each Letter of Credit outstanding Lender’s credit exposure under the Existing Credit Agreement shall be deemed as are necessary in order that each such Lender’s Revolving Credit Exposure and outstanding Revolving Loans hereunder reflect such Lender’s Applicable Percentage of the outstanding aggregate Revolving Exposures on the Effective Date and (e) the Borrower hereby agrees to have been issued compensate each Lender for any and all losses, costs and expenses incurred by such Lender in connection with the sale and assignment of any Eurocurrency Loans (including the “Eurocurrency Loans” under this the Existing Credit Agreement) and such reallocation described above, in each case on the terms and in the manner set forth in Section 2.16 hereof.

Amendment and Restatement. In connection with This Agreement shall become effective on the amendment Restatement Effective Date and restatement shall supersede all provisions of the Existing Credit Agreement pursuant hereto, Borrower, Administrative Agent as of such date and the Lenders Existing Credit Agreement shall as thereafter be of no further force and effect, except to evidence (i) the incurrence by the Borrower of the Effective Date make adjustments to the outstanding principal amount of the “Revolving Credit Loans” obligations under the Existing Credit Agreement (whether or not such obligations are contingent as such term is defined thereinof the Restatement Effective Date), (ii) (but not any interest accrued thereon the representations and warranties made by the Borrower prior to the Restatement Effective Date and (iii) any action or any accrued commitment fees under the omission performed or required to be performed pursuant to such Existing Credit Agreement prior to the Restatement Effective Date), including . From and after the borrowing of additional Revolving Credit Loans hereunder and the repayment of “Revolving Credit Loans” under Restatement Effective Date all references made to the Existing Credit Agreement (as such term is defined therein) plus all applicable accrued interest, fees and expenses as shall be necessary to provide for Revolving Credit Loans by each Lender in proportion to, and in any event not Transaction Document or in excess ofany other instrument or document shall, the amount of its relevant Revolving Credit Commitment as of the Effective Datewithout further action, but in no event shall such adjustment of any Eurodollar Loans entitle any Lender to any reimbursement under Section 2.16 hereof or Section 2.16 of the Existing Credit Agreement; provided that the foregoing is not intended to relieve Borrower for paying any such costs to lenders under the Existing Credit Agreement to the extent such lenders are not Lenders under this Agreement, and each Lender shall be deemed to have made an assignment of its outstanding Loans refer to this Agreement. This Agreement amends and commitments under restates the Existing Credit Agreement and assumed outstanding Loans is not intended to be or operate as a novation or an accord and commitments satisfaction of other the Existing Credit Agreement or the obligations and liabilities of the Borrower evidenced or provided for thereunder. Without limiting the generality of the foregoing, the Borrower agrees that notwithstanding the execution and delivery of this Agreement, the security interest, lien, collateral security or supporting obligations previously granted to the Administrative Agent in its individual capacity pursuant to the Transaction Documents shall be and remain in full force and effect and that any rights and remedies of the Administrative Agent in its individual capacity thereunder and obligations of the Borrower thereunder shall be and remain in full force and effect, shall not be affected, impaired or discharged thereby and shall secure all of the Borrower’s Obligations and liabilities to Administrative Agent and the Lenders under the Existing Credit Agreement as may be necessary to effect amended and restated hereby. Without limiting the foregoing. The , the parties hereto to this Agreement hereby acknowledge and agree that (i) the “Credit Agreement” referred to in the Transaction Documents shall from and after the date hereof be deemed references to this Agreement, any promissory notes delivered pursuant this Agreement and the other Loan Documents executed and delivered in connection herewith do not constitute a novation or termination of the “Obligations” (as defined in the Existing Credit Agreement) under the Existing Credit Agreement as in effect prior to the Effective Date and (ii) such “Obligations” are in all respects continuing with only the terms thereof being modified as provided in this Agreement and the Obligations hereunder are in renewal and extension of the obligations and indebtedness under the Existing Credit Agreement. Notwithstanding the modifications effected by this Agreement of the representations, warranties and covenants of the Borrower contained in the Existing Credit AgreementIn Witness Whereof, the Borrower acknowledges and agrees that any causes of action or other rights created in favor of the Administrative Agent, any Issuing Bank or any Lender, in each case, arising out of the representations and warranties of the Borrower contained in or delivered in connection with the Existing Credit Agreement shall survive the execution, delivery and effectiveness of parties have caused this Agreement to the extent provided in the Existing Credit Agreement prior to the termination thereof. All indemnification obligations of the Borrower arising under the Existing Credit Agreement (including any arising from a breach of the representations thereunder) shall survive to the extent provided in the Existing Credit Agreement prior to the termination thereof. In additionbe executed by their respective officers thereunto duly authorized, as of the Effective Datedate first above written. Borrower: Runway Growth Finance Corp. By: /s/ Txxxxx X. Xxxxxxxx Name: Txxxxx X. Xxxxxxxx Title: Chief Financial Officer and Chief Operating Officer 200 X. Xxxxxxxx Xxx., each Letter of Credit outstanding under the Existing Xxxxx 0000 Xxxxxxx, Xxxxxxxx 00000 Attention: Txxxxx X. Xxxxxxxx- tx@xxxxxxxxxxxx.xxx Cxxxxxx Xxxxxxx- cx@xxxxxxxxxxxx.xxx Telephone No.: 300.000.0000 Signature Page to Amended and Restated Credit Agreement shall be deemed Paying Agent: U.S. Bank Trust Company, National Association By: /s/ Rxxxx X. Xxxxxxx, Xx. Name: Rxxxx X. Xxxxxxx, Xx. Title: Senior Vice President Global Corporate Trust Oxx Xxxxxxx Xxxxxx, 0xx Xxxxx Xxxxxx, Xxxxxxxxxxxxx 00000 Reference: Runway Growth Finance Corp. Attention: E-Mail: Collateral Custodian: U.S. Bank Trust Company, National Association By: /s/ Rxxxx X. Xxxxxxx, Xx. Name: Rxxxx X. Xxxxxxx, Xx. Title: Senior Vice President Global Corporate Trust Oxx Xxxxxxx Xxxxxx, 0xx Xxxxx Xxxxxx, Xxxxxxxxxxxxx 00000 Reference: Runway Growth Finance Corp. Attention: E-Mail: Signature Page to have been issued under this Amended and Restated Credit Agreement Managing Agent for the KeyBank Lender Group: KeyBank National Association By: /s/ Rxxxxxx Xxxxxxxx Name: Rxxxxxx Xxxxxxxx Title: Senior Vice President KeyBank National Association 1000 XxXxxxxx Xxxxxxxxx Superior, Colorado 80027 Attn: Rxxxxxx Xxxxxxxx Phone: (000) 000-0000 Fax: (000) 000-0000 Lender for the KeyBank Lender Group: KeyBank National Association By: /s/ Rxxxxxx Xxxxxxxx Name: Rxxxxxx Xxxxxxxx Title: Senior Vice President Commitment: $75,000,000 KeyBank National Association 1000 XxXxxxxx Xxxxxxxxx Superior, Colorado 80027 Attn: Rxxxxxx Xxxxxxxx Phone: (000) 000-0000 Fax: (000) 000-0000 Signature Page to Amended and Restated Credit Agreement Administrative Agent: KeyBank National Association By: /s/ Rxxxxxx Xxxxxxxx Name: Rxxxxxx Xxxxxxxx Title: Senior Vice President KeyBank National Association 1000 XxXxxxxx Xxxxxxxxx Superior, Colorado 80027 Attn: Rxxxxxx Xxxxxxxx Phone: (000) 000-0000 Fax: (000) 000-0000 Signature Page to Amended and Restated Credit Agreement Managing Agent for the CIBC Bank USA Lender Group: CIBC BANK USA By: /s/ Sxxxx Xxxxxxxx Name: Sxxxx Xxxxxxxx Title: Associate Managing Director Address: 100 Xxxxx XxXxxxx Xxxxxx Xxxxxxx, XX 00000 Attn: Sxxxx Xxxxxxxx Phone: 300-000-0000 Fax: N/A Lender for the CIBC BANK USA Lender Group: CIBC BANK USA By: /s/ Sxxxx Xxxxxxxx Name: Sxxxx Xxxxxxxx Title: Associate Managing Director Commitment: $50,000,000 Address: 100 Xxxxx XxXxxxx Xxxxxx Xxxxxxx, XX 00000 Attn: Sxxxx Xxxxxxxx Phone: 300-000-0000 Fax: N/A Signature Page to Amended and Restated Credit Agreement Managing Agent for the MUFG Union Bank, N.A. Lender Group: MUFG Union Bank, N.A. By: /s/ J. Wxxxxxx Xxxxxx Name: J. Wxxxxxx Xxxxxx Title: Managing Director Address: 1000 Xxxxxxxx, 0xx Xxxxx Xxxxxxx, XX 00000 Attn: J. Wxxxxxx Xxxxxx Phone: (000) 000-0000 Lender for the MUFG Union Bank, N.A. Lender Group: MUFG Union Bank, N.A. By: /s/ J. Wxxxxxx Xxxxxx Name: J. Wxxxxxx Xxxxxx Title: Managing Director Commitment: $50,000,000 Address: 1000 Xxxxxxxx, 0xx Xxxxx Xxxxxxx, XX 00000 Attn: J. Wxxxxxx Xxxxxx Phone: (000) 000-0000 Signature Page to Amended and Restated Credit Agreement Managing Agent for the Bank of Hope Lender Group: Bank of Hope By: /s/ Kxxx Xxxxxxxx Name: Kxxx Xxxxxxxx Title: SVP, Corporate Banking Group Address: 3000 Xxxxxxxx Xxxx., Xxxxx 000 Xxx Xxxxxxx, XX 00000 Attn: Pxxxx Xxxxxxxx Phone: (000) 000-0000 | Ext. 56374 Lender for the Bank of Hope Lender Group: Bank of Hope By: /s/ Kxxx Xxxxxxxx Name: Kxxx Xxxxxxxx Title: SVP, Corporate Banking Group Commitment: $25,000,000 Address: 3000 Xxxxxxxx Xxxx., Xxxxx 000 Xxx Xxxxxxx, XX 00000 Attn: Pxxxx Xxxxxxxx Phone: (000) 000-0000 | Ext. 56374 Signature Page to Amended and Restated Credit Agreement Managing Agent for the First Foundation Bank Lender Group: First Foundation Bank By: /s/ Axxx Xxxxxx Name: Axxx Xxxxxx Title: Senior Vice President Address: 6000 Xxx Xxxxx Xxxxxxx, Xxxxx 000 Xxx Xxxxx, XX 00000 Attn: Axxx Xxxxxx Phone: (000) 000-0000 Lender for the First Foundation Bank Lender Group: First Foundation Bank By: /s/ Axxx Xxxxxx Name: Axxx Xxxxxx Title: Senior Vice President Commitment: $25,000,000 Address: 6000 Xxx Xxxxx Xxxxxxx, Xxxxx 000 Xxx Xxxxx, XX 00000 Attn: Axxx Xxxxxx Phone: (000) 000-0000 Signature Page to Amended and Restated Credit Agreement Documentation Agent: CIBC BANK USA By: /s/ Sxxxx Xxxxxxxx Name: Sxxxx Xxxxxxxx Title: Associate Managing Director Address: 100 Xxxxx XxXxxxx Xxxxxx Xxxxxxx, XX 00000 Attn: Sxxxx Xxxxxxxx Phone: 300-000-0000 Fax: N/A Signature Page to Amended and Restated Credit Agreement Co-Documentation Agent: MUFG UNION BANK, N.A. By: /s/ J. Wxxxxxx Xxxxxx Name: J. Wxxxxxx Xxxxxx Title: Managing Director Address: 1000 Xxxxxxxx, 0xx Xxxxx Xxxxxxx, XX 00000 Attn: J. Wxxxxxx Xxxxxx Phone: (000) 000-0000 Signature Page to Amended and Restated Credit Agreement.

Amendment and Restatement. In connection with The parties hereto agree that, automatically, without further action by any party hereto, that certain Amended and Restated Security Agreement dated as of April 18, 2018, among the amendment Obligor and restatement the Administrative Agent (the “Existing Security Agreement”) shall be deemed amended, superseded and restated in its entirety by this Agreement. All indebtedness, obligations, liabilities and liens created by the Existing Security Agreement shall continue unimpaired and in full force and effect, as amended and restated in this Agreement. This Agreement does not constitute a novation of the Existing Credit Agreement pursuant hereto, Borrower, Administrative Agent obligations and the Lenders shall as of the Effective Date make adjustments to the outstanding principal amount of the “Revolving Credit Loans” liabilities existing under the Existing Credit Security Agreement, and this Agreement (as such term is defined therein) (but not any interest accrued thereon prior to evidences the Effective Date or any accrued commitment fees obligations of the Grantors under the Existing Credit Agreement prior to the Effective Date), including the borrowing of additional Revolving Credit Loans hereunder and the repayment of “Revolving Credit Loans” under the Existing Credit Agreement (as such term is defined therein) plus all applicable accrued interest, fees and expenses as shall be necessary to provide for Revolving Credit Loans by each Lender in proportion to, and in any event not in excess of, the amount of its relevant Revolving Credit Commitment as of the Effective Date, but in no event shall such adjustment of any Eurodollar Loans entitle any Lender to any reimbursement under Section 2.16 hereof or Section 2.16 of the Existing Credit Agreement; provided that the foregoing is not intended to relieve Borrower for paying any such costs to lenders under the Existing Credit Agreement to the extent such lenders are not Lenders under this Agreement, and each Lender shall be deemed to have made an assignment of its outstanding Loans and commitments under the Existing Credit Agreement and assumed outstanding Loans and commitments of other Lenders under the Existing Credit Security Agreement as may be necessary to effect the foregoingcontinued and amended and restated hereby. The parties hereto acknowledge and agree that (i) this Agreement, any promissory notes delivered pursuant this Agreement and All references in the other Loan Documents executed and delivered in connection herewith do not constitute a novation or termination of the “Obligations” (as defined in to the Existing Credit Agreement) under the Existing Credit Agreement as in effect prior to the Effective Date and (ii) such “Obligations” are in all respects continuing with only the terms thereof being modified as provided in this Agreement and the Obligations hereunder are in renewal and extension of the obligations and indebtedness under the Existing Credit Agreement. Notwithstanding the modifications effected by this Agreement of the representations, warranties and covenants of the Borrower contained in the Existing Credit Agreement, the Borrower acknowledges and agrees that any causes of action or other rights created in favor of the Administrative Agent, any Issuing Bank or any Lender, in each case, arising out of the representations and warranties of the Borrower contained in or delivered in connection with the Existing Credit Agreement shall survive the execution, delivery and effectiveness of this Agreement to the extent provided in the Existing Credit Agreement prior to the termination thereof. All indemnification obligations of the Borrower arising under the Existing Credit Agreement (including any arising from a breach of the representations thereunder) shall survive to the extent provided in the Existing Credit Agreement prior to the termination thereof. In addition, as of the Effective Date, each Letter of Credit outstanding under the Existing Credit Security Agreement shall be deemed to have been issued under refer without further amendment to this Agreement.. Each of the parties hereto has caused a counterpart of this Second Amended and Restated Security and Pledge Agreement to be duly executed and delivered as of the date first above written. OBLIGOR: COMPASS GROUP DIVERSIFIED HOLDINGS LLC By: /s/ Xxxx X. Xxxxxxxxxxx Name: Xxxx X. Xxxxxxxxxxx Title: Chief Financial Officer COMPASS GROUP DIVERSIFIED HOLDINGS LLC SECOND AMENDED AND RESTATED SECURITY AND PLEDGE AGREEMENT Accepted and agreed to as of the date first above written. BANK OF AMERICA, N.A., as Administrative Agent By: /s/ Xxxxxxx Xxx Name: Xxxxxxx Xxx Title: Assistant Vice President COMPASS GROUP DIVERSIFIED HOLDINGS LLC SECOND AMENDED & RESTATED SECURITY AND PLEDGE AGREEMENT SCHEDULE 1 PLEDGED EQUITY Issuer Name of Company Number of Shares/Units Class of Interests Percentage of Outstanding Shares of Same Class Certificate Number(s) Compass Group Diversified Holdings LLC Compass AC Holdings, Inc. [***] Class A Common Stock [***]% A-14 Compass Group Diversified Holdings LLC Compass AC Holdings, Inc. [***] Class B Common Stock [***]% B-10 Compass Group Diversified Holdings LLC Liberty Safe Holding Corporation [***] Common Stock [***]% 1 and 7 Compass Group Diversified Holdings LLC EBP Lifestyle Brands Holdings, Inc. [***] Common Stock [***]% 1 Compass Group Diversified Holdings LLC AMTAC Holdings, LLC [***] Class A Units [***]% N/A Compass Group Diversified Holdings LLC SternoCandleLamp Holdings, Inc. [***] Common [***]% C-1 Compass Group Diversified Holdings LLC 5.11 ABR Corp 45,375,400 Common 97.60% CS-01 Compass Group Diversified Holdings LLC FFI Compass, Inc. [***] Common [***]% 1 Compass Group Diversified Holdings LLC CBCP Products, LLC [***] Common Stock [***]% N/A Compass Group Diversified Holdings LLC Wheelhouse Holdings Inc. [***] Preferred Stock [***]% PS-1 Compass Group Diversified Holdings LLC Wheelhouse Holdings Inc. [***] Common Stock [***]% CS-1 Compass Group Diversified Holdings LLC Boa Holdings Inc. [***] Common Stock [***]% 1 SCHEDULE 2(d) COMMERCIAL TORT CLAIMS None. SCHEDULE 2(l) PLEDGED NOTES

Amendment and Restatement. In connection with This Agreement amends and restates the amendment Original DIP Credit Agreement and restatement is not intended to be or operate as a novation or an accord and satisfaction of the Existing Original DIP Credit Agreement or the obligations of the Debtors evidenced or provided for thereunder. Without limiting the generality of the foregoing, each Debtor agrees that notwithstanding the execution and delivery of this Agreement, the Liens previously granted to the DIP Agent pursuant hereto, Borrower, Administrative to the Original DIP Credit Agreement and the Interim Financing Order shall be and remain in full force and effect and that any rights and remedies of the DIP Agent and the Lenders thereunder and obligations of each Debtor thereunder shall be and remain in full force and effect, shall not be affected, impaired or discharged thereby and shall secure all of the Debtors’ Post-Petition Obligations to the DIP Agent and the Lenders under the Original DIP Credit Agreement as amended and restated hereby. Nothing herein contained shall in any manner affect or impair the priority of the Liens created and provided for by the Original DIP Credit Agreement and the Interim Financing Order as to the indebtedness, obligations and liabilities that would be secured thereby prior to giving effect hereto. This Amended and Restated Post-Petition Credit Agreement is entered into between us for the uses and purposes hereinabove set forth as of the Effective Date make adjustments to the outstanding principal amount date first above written. “Borrower” Pilgrim’s Pride Corporation, as debtor and debtor-in-possession By /s/ Xxxxxxx X. Xxxxxxx Its Chief Financial Officer, Secretary and Treasurer “Guarantors” PFS Distribution Company, as debtor and debtor-in-possession By /s/ Xxxxxxx X. Xxxxxxx Its Chief Financial Officer, Secretary and Treasurer PPC Transportation Company, as debtor and debtor-in-possession By /s/ Xxxxxxx X. Xxxxxxx Its Chief Financial Officer, Secretary and Treasurer Pilgrim’s Pride Corporation of the West Virginia, Inc., as debtor and debtor-in-possession By /s/ Xxxxxxx X. Xxxxxxx Its Chief Financial Officer, Secretary and Treasurer PPC Marketing, Ltd., as debtor and debtor-in-possession By: Pilgrim's Pride Corporation, as General Partner By /s/ Xxxxxxx X. Xxxxxxx Its Chief Financial Officer, Secretary and Treasurer To-Ricos, Ltd., as debtor and debtor-in-possession By /s/ Xxxxxxx X. Xxxxxxx Its Chief Financial Officer, Secretary and Treasurer To-Ricos Distribution, Ltd., as debtor and debtor-in-possession By /s/ Xxxxxxx X. Xxxxxxx Its Chief Financial Officer, Secretary and Treasurer “Revolving Credit Loans” under the Existing Credit Agreement (as such term is defined therein) (but not any interest accrued thereon prior to the Effective Date or any accrued commitment fees under the Existing Credit Agreement prior to the Effective Date), including the borrowing of additional Revolving Credit Loans hereunder and the repayment of “Revolving Credit Loans” under the Existing Credit Agreement (as such term is defined therein) plus all applicable accrued interest, fees and expenses as shall be necessary to provide for Revolving Credit Loans by each Lender in proportion to, and in any event not in excess of, the amount of its relevant Revolving Credit Commitment as of the Effective Date, but in no event shall such adjustment of any Eurodollar Loans entitle any Lender to any reimbursement under Section 2.16 hereof or Section 2.16 of the Existing Credit Agreement; provided that the foregoing is not intended to relieve Borrower for paying any such costs to lenders under the Existing Credit Agreement to the extent such lenders are not Lenders under this Agreement, and each Lender shall be deemed to have made an assignment of its outstanding Loans and commitments under the Existing Credit Agreement and assumed outstanding Loans and commitments of other Lenders under the Existing Credit Agreement as may be necessary to effect the foregoing. The parties hereto acknowledge and agree that (i) this Agreement, any promissory notes delivered pursuant this Agreement and the other Loan Documents executed and delivered in connection herewith do not constitute a novation or termination of the “Obligations” (as defined in the Existing Credit Agreement) under the Existing Credit Agreement as in effect prior to the Effective Date and (ii) such “Obligations” are in all respects continuing with only the terms thereof being modified as provided in this Agreement and the Obligations hereunder are in renewal and extension of the obligations and indebtedness under the Existing Credit Agreement. Notwithstanding the modifications effected by this Agreement of the representations, warranties and covenants of the Borrower contained in the Existing Credit Agreement, the Borrower acknowledges and agrees that any causes of action or other rights created in favor of the Administrative DIP Agent, any Issuing Swing Line Lender and L/C Issuer ” Bank or any of Montreal, as a Lender, in each caseSwing Line Lender, arising out L/C Issuer and as DIP Agent By /s/ Xxxxx Xxxxxxxx Its Senior Vice President “Lenders” Cooperatieve Centrale Raiffeisen-Boerenleenbank B.A. “Rabobank Nederland” New York Branch By /s/ Xxxxxxx X. Xxxxx Its Executive Director By /s/ Xxxxxxx X. Xxxxxx Its Executive Director U.S. Bank National Association By /s/ Xxxx X. Xxxxx Its Vice President Xxxxx Fargo Bank National Association By /s/ Xxxxx Xxxxxxx Its Senior Vice President ING Capital LLC By /s/ Xxxxx Xxxxxxx Its Managing Director CALYON New York Branch By/Illegible/ Its Managing Director By/s/ Xxxx Xxxxxxx Its Managing Director Natixis New York Branch By/s/ Xxxxx Xxxxxxx Its Managing Director By/s/ Xxxxxxx X. Xxxxxxx Its Managing Director SunTrust Bank By/s/ Xxxxx X. Xxxxxx Its Senior Vice President First National Bank of the representations and warranties of the Borrower contained in or delivered in connection with the Existing Credit Agreement shall survive the execution, delivery and effectiveness of this Agreement to the extent provided in the Existing Credit Agreement prior to the termination thereof. All indemnification obligations of the Borrower arising under the Existing Credit Agreement (including any arising from a breach of the representations thereunder) shall survive to the extent provided in the Existing Credit Agreement prior to the termination thereof. In addition, as of the Effective Date, each Letter of Credit outstanding under the Existing Credit Agreement shall be deemed to have been issued under this Agreement.Omaha By/s/ Xxxx Xxxxxx Its Vice President

Amendment and Restatement. In connection with This Agreement is intended to amend and restate the amendment provisions of that certain Second Amended and restatement Restated Credit Agreement dated as of December 9, 2010 among the Borrower, the Administrative Agent, and Lenders party thereto (as amended, amended and restated, supplemented or otherwise modified prior to the date hereof, the “Prior Credit Agreement”) and, except as expressly modified herein, (x) all of the Existing terms and provisions of the Prior Credit Agreement pursuant heretoshall continue to apply for the period prior to the Effective Date, Borrowerincluding any determinations of payment dates, interest rates, Events of Default or any amount that may be payable to the Administrative Agent or the Lenders, (y) the Obligations under (and as defined in) the Lenders shall as of the Effective Date make adjustments to the outstanding principal amount of the “Revolving Credit Loans” under the Existing Prior Credit Agreement (as such term is defined therein) (but not any interest accrued thereon shall continue to be paid or prepaid on or prior to the Effective Date in accordance with the terms of the Prior Credit Agreement, and shall from and after the Effective Date continue to be owing as Obligations hereunder and be subject to the terms of this Agreement and (z) this Agreement shall not be deemed to evidence or any accrued commitment fees result in a novation or repayment of the Loans under (and as defined in) the Prior Credit Agreement and reborrowing hereunder, but obligations under the Existing Prior Credit Agreement prior and Liens securing payment and performance thereof shall in all respects be continuing as Obligations under this Agreement and Liens securing payment and performance thereof. All Letters of Credit under (and as defined in) the Prior Credit Agreement and outstanding on the date hereof shall continue as Letters of Credit under this Agreement. The Lenders’ Commitments under (and as defined in) the Prior Credit Agreement are hereby restated as set forth on the Commitment Schedule to this Agreement. All references in the Effective Date), including the borrowing of additional Revolving Credit Loans hereunder other Loan Documents and the repayment of “Revolving Credit Loans” under Loan Documents executed in connection with the Existing Credit Agreement (as such term is defined therein) plus all applicable accrued interest, fees and expenses as shall be necessary to provide for Revolving Credit Loans by each Lender in proportion to, and in any event not in excess of, the amount of its relevant Revolving Credit Commitment as of the Effective Date, but in no event shall such adjustment of any Eurodollar Loans entitle any Lender to any reimbursement under Section 2.16 hereof or Section 2.16 of the Existing Credit Agreement; provided that the foregoing is not intended to relieve Borrower for paying any such costs to lenders under the Existing Prior Credit Agreement to (i) the extent such lenders are not Lenders under this Prior Credit Agreement or the “Credit Agreement, and each Lender ” shall be deemed to have made an assignment of its outstanding Loans and commitments under the Existing Credit Agreement and assumed outstanding Loans and commitments of other Lenders under the Existing Credit Agreement as may be necessary include references to effect the foregoing. The parties hereto acknowledge and agree that (i) this Agreement, any promissory notes delivered pursuant this Agreement and the other Loan Documents executed all amendments, restatements and delivered in connection herewith do not constitute a novation or termination of the “Obligations” (as defined in the Existing Credit Agreement) under the Existing Credit modifications to this Agreement as in effect prior to the Effective Date and (ii) such the “ObligationsLenders” are in all respects continuing with only the terms thereof being modified as provided in this Agreement and the Obligations hereunder are in renewal and extension of the obligations and indebtedness under the Existing Credit Agreement. Notwithstanding the modifications effected by this Agreement of the representations, warranties and covenants of the Borrower contained in the Existing Credit Agreement, the Borrower acknowledges and agrees that any causes of action or other rights created in favor of the Administrative Agent, any Issuing Bank a “Lender” or any Lender, in each case, arising out of the representations and warranties of the Borrower contained in or delivered in connection with the Existing Credit Agreement shall survive the execution, delivery and effectiveness of this Agreement to the extent provided in the Existing Credit Agreement prior to the termination thereof. All indemnification obligations of the Borrower arising under the Existing Credit Agreement (including any arising from a breach of the representations thereunder) shall survive to the extent provided in the Existing Credit Agreement prior to the termination thereof. In addition, as of the Effective Date, each Letter of Credit outstanding under the Existing Credit Agreement shall be deemed to have been issued under this Agreement.“Agent” or “

Amendment and Restatement. In connection Upon satisfaction with each of -------------------------- the amendment conditions set forth in Section 4.1 (except any condition the performance of which has been waived as a condition to the initial Loan or initial issuance of a Letter of Credit pursuant to this Agreement), this Agreement shall be deemed to amend and restatement of restate in its entirety the Existing Credit Agreement pursuant heretoAgreement, Borrowerat which time (the "Effective Time") each Lender and each Restricted Person hereby agrees that (i) the Percentage Share of each Lender shall be as set forth in the definition to this Agreement, Administrative Agent and (ii) the Lenders shall as of the Effective Date make adjustments to the loans outstanding principal amount of the “Revolving Credit Loans” under the Existing Credit Agreement (as such term is defined therein) (but not any and all accrued and unpaid interest accrued thereon prior to the Effective Date or any accrued commitment fees thereon, all letters of credit issued and outstanding under the Existing Credit Agreement prior and reimbursement obligations with respect thereto, and all accrued and unpaid fees and expenses under the Existing Agreement (the "Outstanding Obligations") shall be deemed to be outstanding under and governed by this Agreement, and (iii) any party named as a "Lender" under the Existing Agreement that is not a signatory hereto as a Lender under this Agreement (an "Exiting Lender") shall cease to be a Lender and shall be released from its obligations under the Existing Agreement and this Agreement. At the Effective Date)Time, the Borrower shall make such adjustments in the Loans, including the borrowing of additional Revolving Credit Loans hereunder and the repayment of “Revolving Credit Loans” Loans under the Existing Credit Agreement (as such term is defined therein) plus all applicable accrued interest, fees and expenses (including any costs under Article III of the Existing Agreement) as shall be necessary to repay in full all Exiting Lenders and to provide for Revolving Credit Loans by each Lender in proportion to, and in any event not in excess of, the amount of its relevant Revolving Credit Commitment new Percentage Share of all Loans as of the Effective Date, but in no event shall such adjustment of any Eurodollar Loans entitle any Lender to any reimbursement under Section 2.16 hereof or Section 2.16 of the Existing Credit Agreement; provided that the foregoing is not intended to relieve Borrower for paying any such costs to lenders under the Existing Credit Agreement to the extent such lenders are not Lenders under this Agreement, and each Lender shall be deemed to have made an assignment of its outstanding Loans and commitments under the Existing Credit Agreement and assumed outstanding Loans and commitments of other Lenders under the Existing Credit Agreement as may be necessary to effect the foregoing. The parties hereto acknowledge and agree that (i) this Agreement, any promissory notes delivered pursuant this Agreement and the other Loan Documents executed and delivered in connection herewith do not constitute a novation or termination of the “Obligations” (as defined in the Existing Credit Agreement) under the Existing Credit Agreement as in effect prior to the Effective Date and (ii) such “Obligations” are in all respects continuing with only the terms thereof being modified as provided in this Agreement and the Obligations hereunder are in renewal and extension of the obligations and indebtedness under the Existing Credit Agreement. Notwithstanding the modifications effected by this Agreement of the representations, warranties and covenants of the Borrower contained in the Existing Credit Agreement, the Borrower acknowledges and agrees that any causes of action or other rights created in favor of the Administrative Agent, any Issuing Bank or any Lender, in each case, arising out of the representations and warranties of the Borrower contained in or delivered in connection with the Existing Credit Agreement shall survive the execution, delivery and effectiveness of this Agreement to the extent provided in the Existing Credit Agreement prior to the termination thereof. All indemnification obligations of the Borrower arising under the Existing Credit Agreement (including any arising from a breach of the representations thereunder) shall survive to the extent provided in the Existing Credit Agreement prior to the termination thereof. In addition, as of the Effective Date, each Letter of Credit outstanding under the Existing Credit Agreement shall be deemed to have been issued under this AgreementTime.

Amendment and Restatement. In connection 44 Exhibits and Schedules Exhibit I Definitions Exhibit II-A Form of Purchase Notice Exhibit II-B Form of Letter of Credit Request Exhibit III Principal Places of Business of the Seller Parties; Location(s) of Records; Federal Employer Identification Number(s) Exhibit IV Names of Collection Banks; Collection Accounts Exhibit V-1 Form of Seller Compliance Certificate Exhibit V-2 Form of Performance Guarantor Compliance Certificate Exhibit VI Forms of Collection Account Agreements Exhibit VII Form of Assignment Agreement Exhibit VIII Credit and Collection Policy Exhibit IX Form of Contract(s) Exhibit X-1 Form of Monthly Report Exhibit X-2 Form of Weekly Report Exhibit XI Form of Performance Undertaking Schedule A List of Financial Institutions Schedule B List of Documents to be Delivered to the Administrative Agent Schedule C Financial Covenants Relating to the Performance Guarantor TIMKEN RECEIVABLES CORPORATION AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT This Amended and Restated Receivables Purchase Agreement dated as of December 30, 2005 is among Timken Receivables Corporation a Delaware corporation ("Seller"), The Timken Corporation, an Ohio corporation, as initial Servicer (the Servicer together with the amendment Seller the "Seller Parties" and restatement of each a "Seller Party"), the Existing Credit Agreement pursuant hereto, Borrower, Administrative Agent and the Lenders shall as of the Effective Date make adjustments entities listed on Schedule A to the outstanding principal amount of the “Revolving Credit Loans” under the Existing Credit this Agreement (together with any of their respective successors and assigns hereunder, the "Financial Institutions"), Jupiter Securitization Corporation ("Company") and JPMorgan Chase Bank, N.A. (successor by merger to JPMorgan Chase Bank, N.A. (successor by merger to Bank One, NA (Main Office Chicago)), as such term is defined therein) (but not any interest accrued thereon prior to agent for the Effective Date Purchasers hereunder or any accrued commitment fees under the Existing Credit Agreement prior to the Effective Date), including the borrowing of additional Revolving Credit Loans successor agent hereunder (together with its successors and the repayment of “Revolving Credit Loans” under the Existing Credit Agreement (as such term is defined therein) plus all applicable accrued interest, fees and expenses as shall be necessary to provide for Revolving Credit Loans by each Lender in proportion to, and in any event not in excess ofassigns hereunder, the amount "Agent") and as letter of its relevant Revolving Credit Commitment as of credit issuer (in such capacity, the Effective Date"L/C Issuer"). Unless defined elsewhere herein, but in no event shall such adjustment of any Eurodollar Loans entitle any Lender to any reimbursement under Section 2.16 hereof or Section 2.16 of the Existing Credit Agreement; provided that the foregoing is not intended to relieve Borrower for paying any such costs to lenders under the Existing Credit Agreement to the extent such lenders are not Lenders under this Agreement, and each Lender shall be deemed to have made an assignment of its outstanding Loans and commitments under the Existing Credit Agreement and assumed outstanding Loans and commitments of other Lenders under the Existing Credit Agreement as may be necessary to effect the foregoing. The parties hereto acknowledge and agree that (i) this Agreement, any promissory notes delivered pursuant this Agreement and the other Loan Documents executed and delivered in connection herewith do not constitute a novation or termination of the “Obligations” (as defined in the Existing Credit Agreement) under the Existing Credit Agreement as in effect prior to the Effective Date and (ii) such “Obligations” are in all respects continuing with only the capitalized terms thereof being modified as provided used in this Agreement and shall have the Obligations hereunder are meanings assigned to such terms in renewal and extension of the obligations and indebtedness under the Existing Credit Agreement. Notwithstanding the modifications effected by this Agreement of the representations, warranties and covenants of the Borrower contained in the Existing Credit Agreement, the Borrower acknowledges and agrees that any causes of action or other rights created in favor of the Administrative Agent, any Issuing Bank or any Lender, in each case, arising out of the representations and warranties of the Borrower contained in or delivered in connection with the Existing Credit Agreement shall survive the execution, delivery and effectiveness of this Agreement to the extent provided in the Existing Credit Agreement prior to the termination thereof. All indemnification obligations of the Borrower arising under the Existing Credit Agreement (including any arising from a breach of the representations thereunder) shall survive to the extent provided in the Existing Credit Agreement prior to the termination thereof. In addition, as of the Effective Date, each Letter of Credit outstanding under the Existing Credit Agreement shall be deemed to have been issued under this Agreement.Exhibit I.

Amendment and Restatement. In connection with the amendment and restatement As of the Existing Closing Date, the Commitments of certain “Lenders” under (and as defined in) the Original Credit Agreement pursuant heretoshall be terminated by the Company (such Lenders, Borrower, Administrative Agent and the Lenders shall as of the Effective Date make adjustments to the outstanding principal amount of the “Revolving Credit LoansDeparting Lenders”). The remaining “Lenders” under (and as defined in) the Existing Original Credit Agreement (as such term is defined therein) (but not any interest accrued thereon prior to the Effective Date or any accrued commitment fees under the Existing Credit Agreement prior to the Effective Date), including the borrowing of additional Revolving Credit Loans hereunder and the repayment of “Revolving Credit Loans” under the Existing Credit Agreement (as such term is defined therein) plus all applicable accrued interest, fees and expenses as shall be necessary to provide for Revolving Credit Loans by each Lender in proportion to, and in any event not in excess of, the amount of its relevant Revolving Credit Commitment as of the Effective Date, but in no event shall such adjustment of any Eurodollar Loans entitle any Lender to any reimbursement under Section 2.16 hereof or Section 2.16 of the Existing Credit Agreement; provided that the foregoing is not intended to relieve Borrower for paying any such costs to lenders under the Existing Credit Agreement to the extent such lenders are not Lenders under this Agreement with Commitments as set forth on Schedule 2.01 hereto. By its execution and delivery of this Agreement, and each Lender that was a “Lender” under (and as defined in) the Original Credit Agreement hereby consents to the execution and delivery of this Agreement and to the non-pro rata reduction of Commitments (under and as defined in the Original Credit Agreement) occurring on the Closing Date as a result of the termination of the Commitments of the Departing Lenders, and the concurrent repayment in full of all loans and other obligations owing (whether or not due) to the Departing Lenders. On the Closing Date, effective immediately following such termination and repayment, the Original Credit Agreement shall be deemed to have made an assignment of amended, restated and superseded in its outstanding Loans and commitments under the Existing Credit Agreement and assumed outstanding Loans and commitments of other Lenders under the Existing Credit Agreement as may be necessary to effect the foregoingentirety by this Agreement. The parties hereto acknowledge and agree that (ia) this Agreement, any promissory notes delivered pursuant this Agreement and the other Loan Documents Documents, whether executed and delivered in connection herewith or otherwise, do not constitute a novation novation, payment and reborrowing, or termination of the “rights, obligations and liabilities of the respective parties (including the Obligations” (as defined in the Existing Credit Agreement) existing under the Existing Original Credit Agreement as in effect prior to the Effective Closing Date (except with respect to the Departing Lenders, except that the provisions of the Original Credit Agreement that by their express terms survive the termination of the Original Credit Agreement shall continue for the Departing Lenders) and (iib) such “Obligations” obligations are in all respects continuing (as amended and restated hereby) with only the terms thereof being modified as provided in this Agreement and Agreement. Without limiting the Obligations hereunder are in renewal and extension generality of the obligations foregoing (i) all Revolving Credit Loans, Term Loans, Swing Line Loans and indebtedness Competitive Loans outstanding under the Existing Credit Agreement. Notwithstanding the modifications effected by this Agreement of the representations, warranties and covenants of the Borrower contained in the Existing Credit Agreement, the Borrower acknowledges and agrees that any causes of action or other rights created in favor of the Administrative Agent, any Issuing Bank or any Lender, in each case, arising out of the representations and warranties of the Borrower contained in or delivered in connection with the Existing Original Credit Agreement shall survive on the executionClosing Date become Revolving Credit Loans, delivery Term Loans, Swing Line Loans and effectiveness Competitive Loans, as the case may be, hereunder, (ii) all Letters of this Agreement to Credit under the extent provided in the Existing Original Credit Agreement prior to shall on the termination thereof. All indemnification obligations of the Borrower arising under the Existing Credit Agreement (including any arising from a breach of the representations thereunder) shall survive to the extent provided in the Existing Credit Agreement prior to the termination thereof. In addition, as of the Effective Date, each Letter Closing Date become Letters of Credit hereunder and (iii) all other Obligations outstanding under the Existing Original Credit Agreement shall on the Closing Date be deemed to have been issued Obligations under this Agreement.. 157

Amendment and Restatement. In connection with This Agreement amends and restates in its entirety the 2014 Credit Agreement; and the Loan Parties confirm that the 2014 Credit Agreement, the other Loan Documents and the Collateral for the Obligations thereunder (as all such capitalized terms are defined in the 2014 Credit Agreement) have at all times, since the date of the execution and delivery of such documents, remained in full force and effect and continued to secure such obligations which are continued as the Obligations hereunder as amended hereby; and all such Collateral (as defined in the 2014 Credit Agreement) shall continue to secure the Obligations hereunder. The Loans hereunder are a continuation of the Loans under (and as such terms are defined in) the 2014 Credit Agreement. The Loan Parties, the Administrative Agent and the Lenders acknowledge and agree that the amendment and restatement of the Existing 2014 Credit Agreement pursuant heretoby this Agreement is not intended to constitute, Borrowernor does it constitute, Administrative Agent a novation, interruption, suspension of continuity, satisfaction, discharge or termination of the obligations, loans, liabilities, or indebtedness under the 2014 Credit Agreement and the Lenders shall as of the Effective Date make adjustments to the outstanding principal amount of the “Revolving Credit Loans” under the Existing Credit Agreement other Loan Documents (as such term is defined therein) (but not any interest accrued thereon prior thereunder or the collateral security therefor and this Agreement and the other Loan Documents are entitled to all rights and benefits originally pertaining to the Effective Date or any accrued commitment fees under the Existing 2014 Credit Agreement prior to the Effective Date), including the borrowing of additional Revolving Credit Loans hereunder and the repayment of “Revolving Credit Loans” under the Existing Credit Agreement other Loan Documents (as such term is defined therein) plus all applicable accrued interest, fees and expenses as shall be necessary to provide for Revolving Credit Loans by each Lender in proportion to, and in any event not in excess of). For the avoidance of doubt, the amount of its relevant Revolving Credit Commitment as of Loan Parties, the Effective Date, but in no event shall such adjustment of any Eurodollar Loans entitle any Lender to any reimbursement under Section 2.16 hereof or Section 2.16 of Administrative Agent and the Existing Credit Agreement; provided that the foregoing is not intended to relieve Borrower for paying any such costs to lenders under the Existing Credit Agreement to the extent such lenders are not Lenders under this Agreement, and each Lender shall be deemed to have made an assignment of its outstanding Loans and commitments under the Existing Credit Agreement and assumed outstanding Loans and commitments of other Lenders under the Existing Credit Agreement as may be necessary to effect the foregoing. The parties hereto acknowledge and agree that (i) upon execution of this AgreementAgreement by the parties hereto, any promissory notes delivered pursuant Hallador Energy Company shall be the Borrower hereunder and shall no longer be, and is hereby released as, a Guarantor under this Agreement and any other Loan Document (but shall be bound as a Borrower), and Sunrise Coal, LLC shall be a Guarantor hereunder and shall no longer be, and is hereby released as, the Borrower under this Agreement and any other Loan Documents executed and delivered in connection herewith do not constitute a novation or termination of the “Obligations” (as defined in the Existing Credit Agreement) under the Existing Credit Agreement as in effect prior to the Effective Date and (ii) such “Obligations” are in all respects continuing with only the terms thereof being modified as provided in this Agreement and the Obligations hereunder are in renewal and extension of the obligations and indebtedness under the Existing Credit Agreement. Notwithstanding the modifications effected by this Agreement of the representations, warranties and covenants of the Borrower contained in the Existing Credit Agreement, the Borrower acknowledges and agrees that any causes of action or other rights created in favor of the Administrative Agent, any Issuing Bank or any Lender, in each case, arising out of the representations and warranties of the Borrower contained in or delivered in connection with the Existing Credit Agreement shall survive the execution, delivery and effectiveness of this Agreement to the extent provided in the Existing Credit Agreement prior to the termination thereof. All indemnification obligations of the Borrower arising under the Existing Credit Agreement (including any arising from a breach of the representations thereunder) shall survive to the extent provided in the Existing Credit Agreement prior to the termination thereof. In addition, as of the Effective Date, each Letter of Credit outstanding under the Existing Credit Agreement but shall be deemed to have been issued under this Agreement.bound as a Guarantor). RESTATED CREDIT AGREEMENT]

Amendment and Restatement. In connection with On the amendment and restatement of the Existing Credit Agreement pursuant hereto, Borrower, Administrative Agent and the Lenders shall as of the Effective Date make adjustments to the outstanding principal amount of date hereof (the “Revolving Credit Loans” under the Existing Credit Agreement (as such term is defined therein) (but not any interest accrued thereon prior to the Effective Date or any accrued commitment fees under the Existing Credit Agreement prior to the Effective Restatement Date”), including the borrowing of additional Original Revolving Credit Loans hereunder and the repayment of “Revolving Credit Loans” under the Existing Credit Loan Agreement (as such term is defined therein) plus all applicable accrued interest, fees and expenses as shall be necessary to provide for Revolving Credit Loans amended, restated and superseded by each Lender in proportion to, and in any event not in excess of, the amount of its relevant Revolving Credit Commitment as of the Effective Date, but in no event shall such adjustment of any Eurodollar Loans entitle any Lender to any reimbursement under Section 2.16 hereof or Section 2.16 of the Existing Credit Agreement; provided that the foregoing is not intended to relieve Borrower for paying any such costs to lenders under the Existing Credit Agreement to the extent such lenders are not Lenders under this Agreement, and each Lender shall be deemed to have made an assignment of its outstanding Loans and commitments under the Existing Credit Agreement and assumed outstanding Loans and commitments of other Lenders under the Existing Credit Agreement as may be necessary to effect the foregoing. The parties hereto acknowledge and agree that (ia) this Agreement, any promissory notes the Revolving Credit Notes delivered pursuant to this Agreement (the “Restated Notes”) and the other Loan Documents Financing Agreements executed and delivered in connection herewith do not constitute a novation novation, payment and reborrowing, or termination of the “ObligationsLiabilities” (as defined in the Existing Credit Original Revolving Loan Agreement) under the Existing Credit Original Revolving Loan Agreement as in effect prior to the Effective Date and Restatement Date; (iib) such “ObligationsLiabilities” are in all respects continuing with only the terms thereof being amended and modified as provided in this Agreement; (c) the Liens granted in the Collateral pursuant to the Financing Agreements securing payment of such “Liabilities” are in all respects continuing and in full force and effect and secure the payment of the Liabilities (as defined in this Agreement) and are hereby fully ratified and affirmed; and (d) upon the effectiveness of this Agreement all loans outstanding under the Original Revolving Loan Agreement immediately before the effectiveness of this Agreement will be part of the Loans hereunder on the terms and conditions set forth in this Agreement. Without limitation on the foregoing, each of the Borrowers hereby fully and unconditionally ratifies and affirms all of the Financing Agreements, as amended, and agrees that all security interests granted to CIBC or the Administrative Agent in the Collateral thereunder shall from and after the date hereof secure all Liabilities hereunder but in favor of the Administrative Agent for the ratable benefit of the Lenders and the Obligations hereunder are in renewal and extension of the obligations and indebtedness under the Existing Credit AgreementAdministrative Agent. Notwithstanding the modifications effected by this Agreement of the representations, warranties and covenants of the Borrower Borrowers contained in the Existing Credit Original Revolving Loan Agreement, each of the Borrower Borrowers acknowledges and agrees that any causes of choses in action or other rights created in favor of CIBC or the Administrative Agent, any Issuing Bank or any Lender, in each case, arising out of the representations Agent and warranties of the Borrower contained in or delivered in connection with the Existing Credit Agreement shall survive the execution, delivery and effectiveness of this Agreement to the extent provided in the Existing Credit Agreement prior to the termination thereof. All indemnification obligations of the Borrower arising under the Existing Credit Agreement (including any arising from a breach of the representations thereunder) shall survive to the extent provided in the Existing Credit Agreement prior to the termination thereof. In addition, as of the Effective Date, each Letter of Credit outstanding under the Existing Credit Agreement shall be deemed to have been issued under this Agreement.its -132-

Amendment and Restatement. In connection with the amendment and restatement Effective as of the Existing Closing Date, the Amended and Restated Credit Agreement pursuant hereto, Borrower, shall be amended and restated in its entirety by this Agreement and the Amended and Restated Credit Agreement shall thereafter be of no further force and effect except to evidence the incurrence by the Borrower of the “Borrower Obligations” under and as defined in the Amended and Restated Credit Agreement (whether or not such “Borrower Obligations” are contingent as of the Closing Date). The terms and conditions of this Agreement and the rights and remedies of the Administrative Agent and the Lenders under this Agreement and the other Loan Documents shall as apply to all of the Effective Date make adjustments to the outstanding principal amount of the “Revolving Credit Loans” Borrower Obligations incurred under the Existing Amended and Restated Credit Agreement. All Loans and Letters of Credit outstanding under the Amended and Restated Credit Agreement (as such term is defined therein) (but not any interest accrued thereon immediately prior to the Effective Closing Date or any accrued commitment fees under the Existing Credit Agreement prior to the Effective Date), including the borrowing of additional Revolving Credit Loans hereunder and the repayment of “Revolving Credit Loans” under the Existing Credit Agreement (as such term is defined therein) plus all applicable accrued interest, fees and expenses as shall be necessary to provide for Revolving Credit Loans by each Lender in proportion to, and in any event not in excess of, the amount of its relevant Revolving Credit Commitment as of the Effective Date, but in no event shall such adjustment of any Eurodollar Loans entitle any Lender to any reimbursement under Section 2.16 hereof or Section 2.16 of the Existing Credit Agreement; provided that the foregoing is not intended to relieve Borrower for paying any such costs to lenders under the Existing Credit Agreement to the extent such lenders are not Lenders continue under this Agreement. On and after the Closing Date, and each Lender (i) all references to the Credit Agreement in the Loan Documents (other than this Agreement) shall be deemed to have made an assignment refer to this Agreement and (ii) all references to any section (or subsection) of its outstanding Loans the Amended and commitments under the Existing Restated Credit Agreement and assumed outstanding Loans and commitments in any Loan Document (but not herein) shall be amended to become, mutatis mutandis, references to the corresponding provisions of other Lenders under the Existing Credit Agreement as may be necessary to effect the foregoingthis Agreement. The parties hereto acknowledge and agree that (i) this the Liens securing payment of the “Borrower Obligations” as defined in the Amended and Restated Credit Agreement, any promissory notes delivered pursuant shall from and after the Closing Date secure the payment and performance of all Borrower Obligations for the benefit of the Administrative Agent and the Secured Parties, and all such Liens shall continue in full force and effect after giving effect to this Agreement and are hereby confirmed and reaffirmed by each of the Loan Parties. The parties hereto further acknowledge and agree that all “Security Documents” as defined in the Amended and Restated Credit Agreement shall remain in full force and effect after the Closing Date in favor of and for the benefit of the Administrative Agent and the Secured Parties (with each reference therein to the collateral agent, the credit agreement or a loan document being a reference to the Administrative Agent, this Agreement or the other Loan Documents, as applicable), and each Loan Party hereby confirms and ratifies its obligations thereunder. In furtherance of the foregoing, Administrative Agent is hereby appointed as collateral agent in connection with the foregoing, and shall be entitled to all of the benefits, rights, privileges and immunities hereunder and under the other Loan Documents executed with respect to the foregoing. This amendment and delivered restatement is limited as written and is not a consent to any other amendment, restatement or waiver or other modification, whether or not similar and, except as expressly provided herein or in connection herewith do any other Loan Document, all terms and conditions of the Loan Documents remain in full force and effect unless otherwise specifically amended hereby or by any other Loan Document. This Agreement shall not constitute a novation or termination of the “Obligations” Amended and Restated Credit Agreement or of any other Loan Document (as defined in the Existing Amended and Restated Credit Agreement) under the Existing Credit Agreement as in effect prior to the Effective Date and (ii) such “Obligations” are in all respects continuing with only the terms thereof being modified as provided in this Agreement and the Obligations hereunder are in renewal and extension of the obligations and indebtedness under the Existing Credit Agreement. Notwithstanding the modifications effected by this Agreement of the representations, warranties and covenants of the Borrower contained in the Existing Credit Agreement, the Borrower acknowledges and agrees that any causes of action or other rights created in favor of the Administrative Agent, any Issuing Bank or any Lender, in each case, arising out of the representations and warranties of the Borrower contained in or delivered in connection with the Existing Credit Agreement shall survive the execution, delivery and effectiveness of this Agreement to the extent provided in the Existing Credit Agreement prior to the termination thereof. All indemnification obligations of the Borrower arising under the Existing Credit Agreement (including any arising from a breach of the representations thereunder) shall survive to the extent provided in the Existing Credit Agreement prior to the termination thereof. In addition, as of the Effective Date, each Letter of Credit outstanding under the Existing Credit Agreement shall be deemed to have been issued under this Agreement).

Amendment and Restatement. In connection with On the amendment and restatement of Restatement Effective Date, the Existing Credit Agreement pursuant heretoshall be amended and restated in its entirety by this Agreement, Borrower, Administrative Agent and the Lenders Existing Credit Agreement shall as thereafter be of no further force and effect, except to evidence (i) the incurrence by the Initial Borrower of the Effective Date make adjustments to the outstanding principal amount of the “Revolving Credit Loans” obligations under the Existing Credit Agreement (whether or not such obligations are contingent as such term is defined therein) (but not any interest accrued thereon prior to of the Restatement Effective Date or any accrued commitment fees under released pursuant to and in accordance with the terms of the Borrower Assignment Agreement), (ii) the representations and warranties made by the Initial Borrower and the guarantors from time to time party to the Existing Credit Agreement prior to the Restatement Effective Date and (iii) any action or omission performed or required to be performed pursuant to such Existing Credit Agreement prior to the Restatement Effective Date (including any failure, prior to the Restatement Effective Date, to comply with the covenants contained in such Existing Credit Agreement), including . It is the borrowing intention of additional Revolving Credit Loans hereunder and each of the repayment of “Revolving Credit Loans” under parties hereto that the Existing Credit Agreement (be amended and restated hereunder so as such term is defined therein) plus to preserve the perfection and priority of all applicable accrued interest, fees Liens securing the Secured Obligations under the Loan Documents and expenses as shall be necessary to provide for Revolving Credit Loans by each Lender in proportion to, and in any event not in excess of, the amount of its relevant Revolving Credit Commitment as that all Secured Obligations of the Effective Date, but in no event shall such adjustment of any Eurodollar Loans entitle any Lender to any reimbursement under Section 2.16 hereof or Section 2.16 of the Existing Credit Agreement; provided that the foregoing is not intended to relieve Initial Borrower for paying any such costs to lenders under the Existing Credit Agreement as assigned to the extent such lenders are not Lenders under this Agreement, and each Lender shall be deemed Borrower pursuant to have made an assignment of its outstanding Loans and commitments under the Existing Credit Agreement and assumed outstanding Loans and commitments of other Lenders under the Existing Credit Agreement as may be necessary to effect the foregoing. The parties hereto acknowledge and agree that (i) this Agreement, any promissory notes delivered pursuant this Borrower Assignment Agreement and the Guarantors hereunder shall continue to be secured by Lxxxx granted under and evidenced by the Security Agreement or any other Loan Documents executed Document, and delivered in connection herewith do that this Agreement does not constitute a novation or termination of the “Obligations” (as defined in the Existing Credit Agreement) under the Existing Credit Agreement as in effect prior to the Effective Date Indebtedness and (ii) such “Obligations” are in all respects continuing with only the terms thereof being modified as provided in this Agreement and the Obligations hereunder are in renewal and extension of the obligations and indebtedness existing under the Existing Credit Agreement. Notwithstanding the modifications effected by The terms and conditions of this Agreement and the Administrative Agent’s and the Lenders’ rights and remedies under this Agreement and the other Loan Documents shall apply to all of the representations, warranties and covenants of the Borrower contained in obligations incurred under the Existing Credit Agreement. This amendment and restatement is limited as written and is not a consent to any other amendment, the Borrower acknowledges and agrees that restatement or waiver, whether or not similar and, unless specifically amended hereby or by any causes of action or other rights created in favor Loan Document, each of the Administrative AgentLoan Documents shall continue in full force and effect and, any Issuing Bank or any Lender, in each case, arising out of from and after the representations and warranties of the Borrower contained in or delivered in connection with the Existing Credit Agreement shall survive the execution, delivery and effectiveness of this Agreement to the extent provided in the Existing Credit Agreement prior to the termination thereof. All indemnification obligations of the Borrower arising under the Existing Credit Agreement (including any arising from a breach of the representations thereunder) shall survive to the extent provided in the Existing Credit Agreement prior to the termination thereof. In addition, as of the Restatement Effective Date, each Letter of all references to the “Credit outstanding under the Existing Credit Agreement Agreement” contained therein shall be deemed to have been issued under refer to this Agreement.

Amendment and Restatement. In connection with The Companies, the Agent and the Banks hereby agree that upon the effectiveness of this Agreement, the terms and provisions of the Existing Credit Agreement shall be and hereby are further amended and restated in their entirety by the terms and conditions of this Agreement and the terms and provisions of the Existing Credit Agreement, except as otherwise provided in the next paragraph, shall be superseded by this Agreement. Notwithstanding the further amendment and restatement of the Existing Credit Agreement pursuant heretoby this Agreement, Borrower, Administrative the Companies shall continue to be liable to the Agent and the Lenders shall Original Banks and First Restatement Banks which have not elected to continue as a party to this Agreement with respect to agreements on the part of the Companies under the Original Agreement and Existing Credit Agreement to indemnify and hold harmless the Agent and the Original Banks and First Restatement Banks which have not elected to continue as a party to this Agreement from and against all claims, demands, liabilities, damages, losses, costs, charges and expenses to which the Agent and the Original Banks and First Restatement Banks which have not elected to continue as a party to this Agreement may be subject arising in connection with the Original Agreement and the Existing Credit Agreement. This Agreement is given as a substitution of, and not as a payment of, the obligations of the Companies under either the Original Agreement or the Existing Credit Agreement and is not intended to constitute a novation of either the Original Agreement or the Existing Credit Agreement. Except as otherwise selected by the Companies by delivery of a Borrowing Notice or Interest Rate Selection Notice prior to the Effective Date make adjustments to in accordance with the terms hereof, upon the Effective Date of this Agreement all amounts outstanding principal amount of and owing by the “Revolving Credit Loans” Companies under the Existing Credit Agreement (as such term is defined therein) (but not any interest accrued thereon prior to the Effective Date or any accrued commitment fees under the Existing Credit Agreement prior to the Effective Date), including the borrowing of additional Revolving Credit Loans hereunder and the repayment of “Revolving Credit Loans” under the Existing Credit Agreement (as such term is defined therein) plus all applicable accrued interest, fees and expenses as shall be necessary to provide for Revolving Credit Loans by each Lender in proportion to, and in any event not in excess of, the amount of its relevant Revolving Credit Commitment as of the Effective Date, but in no event shall such adjustment of any Eurodollar Loans entitle any Lender to any reimbursement under Section 2.16 hereof or Section 2.16 of constitute Advances hereunder accruing interest at the Base Rate hereunder and the Existing Credit Agreement; provided that the foregoing is not intended to relieve Borrower for paying any such costs to lenders under the Existing Credit Agreement to the extent such lenders are not Lenders under this Agreement, and each Lender shall be deemed to have made an assignment of its outstanding Loans and commitments under the Existing Credit Agreement and assumed outstanding Loans and commitments of other Lenders under the Existing Credit Agreement as may be necessary to effect the foregoing. The parties hereto acknowledge and agree that (i) this Agreement, any promissory notes delivered pursuant this Agreement and the other Loan Documents executed and delivered in connection herewith do not constitute a novation or termination of the “Obligations” (as defined in the Existing Credit Agreement) under the Existing Credit Agreement as in effect prior to the Effective Date and (ii) such “Obligations” are in all respects continuing with only the terms thereof being modified as provided in this Agreement and the Obligations hereunder are in renewal and extension of the obligations and indebtedness under the Existing Credit Agreement. Notwithstanding the modifications effected by this Agreement of the representations, warranties and covenants of the Borrower contained in the Existing Credit Agreement, the Borrower acknowledges and agrees that any causes of action or other rights created in favor of the Administrative Agent, any Issuing Bank or any Lender, in each case, arising out of the representations and warranties of the Borrower contained in or delivered in connection with the Existing Credit Agreement shall survive the execution, delivery and effectiveness of this Agreement to the extent provided in the Existing Credit Agreement prior to the termination thereof. All indemnification obligations of the Borrower arising under the Existing Credit Agreement (including any arising from a breach of the representations thereunder) shall survive to the extent provided in the Existing Credit Agreement prior to the termination thereof. In addition, as of the Effective Date, each Letter Letters of Credit outstanding under the Existing Credit Agreement shall be deemed to have been issued under by the Issuing Banks as Letters of Credit pursuant to this Agreement. The parties hereto agree that the Interest Periods for all Offshore Rate Loans outstanding under the Existing Credit Agreement on the Effective Date shall be terminated, the Banks shall grant a one-time waiver of any payments required under SECTION 4.5 to the Banks and the Companies shall furnish to the Agent Interest Rate Selection Notices for existing Loans and Borrowing Notices for additional Loans as may be required in connection with the allocation of Loans among Banks in accordance with their Commitments.

Amendment and Restatement. In connection Certain of Borrowers, PNC, as Agent and Lender, and U.S. Bank National Association, as Lender, are parties to a Revolving Credit, Guaranty, and Security Agreement dated as of October 20, 2010 (as amended by Amendment No. 1 to Loan Agreement effective as of May 9, 2013 and by a Joinder and Amendment No. 2 to Loan Documents effective as of December 13, 2013, the “Existing Loan Agreement”) with respect to a revolving credit facility (the amendment “Existing Credit Facility”) extended to such Borrowers. This Agreement amends and restatement of restates the Existing Loan Agreement in its entirety. As such, this Agreement represents in part a renewal of, and is issued in substitution and exchange for, and not in satisfaction or novation of, the obligations and other liabilities under the Existing Loan Agreement and the Existing Credit Agreement pursuant hereto, Borrower, Administrative Agent Facility. The obligations and the Lenders shall as of the Effective Date make adjustments to the outstanding principal amount of the “Revolving Credit Loans” other liabilities under the Existing Credit Facility are continuing obligations of such Borrowers and are hereby acknowledged and ratified by such Borrowers, and nothing herein shall be construed to deem such obligations and other liabilities paid, or to release or terminate any Lien given to secure such indebtedness or any guaranty thereof. In addition, any Borrower which was not party to the Existing Loan Agreement or the Other Documents (as such term is defined therein) (but not any interest accrued thereon prior to its execution hereof, agrees to be bound by the Effective Date or any accrued commitment fees under the Existing Credit Agreement prior to the Effective Date), including the borrowing of additional Revolving Credit Loans hereunder and the repayment of “Revolving Credit Loans” under the Existing Credit Agreement (as such term is defined therein) plus all applicable accrued interest, fees and expenses as shall be necessary to provide for Revolving Credit Loans by each Lender in proportion toterms hereof, and in any event not in excess of, the amount by its execution of its relevant Revolving Credit Commitment as of the Effective Date, but in no event shall such adjustment of any Eurodollar Loans entitle any Lender to any reimbursement under Section 2.16 hereof or Section 2.16 of the Existing Credit Agreement; provided that the foregoing is not intended to relieve Borrower for paying any such costs to lenders under the Existing Credit Agreement to the extent such lenders are not Lenders under this Agreement, joins in and each Lender shall be deemed to have made an assignment of its outstanding Loans and commitments under the Existing Credit Agreement and assumed outstanding Loans and commitments of other Lenders under the Existing Credit Agreement as may be necessary to effect the foregoing. The parties hereto acknowledge and agree that (i) this Agreement, any promissory notes delivered pursuant this Agreement and the other Loan Documents executed and delivered in connection herewith do not constitute a novation or termination of the “Obligations” (as defined in the Existing Credit Agreement) under the Existing Credit Agreement as in effect prior to the Effective Date and (ii) such “Obligations” are in all respects continuing with only the terms thereof being modified as provided in this Agreement and the Obligations hereunder are in renewal and extension of assumes the obligations and indebtedness other liabilities of a “Borrower” hereunder and under the Existing Credit Other Documents. All references to the “Loan Agreement. Notwithstanding the modifications effected by this Agreement ” or words of the representationslike import in any document, warranties instrument or agreement executed and covenants of the Borrower contained in the Existing Credit Agreement, the Borrower acknowledges and agrees that any causes of action or other rights created in favor of the Administrative Agent, any Issuing Bank or any Lender, in each case, arising out of the representations and warranties of the Borrower contained in or delivered in connection with the Existing Credit Agreement shall survive the execution, delivery and effectiveness of this Agreement to the extent provided in the Existing Credit Agreement prior to the termination thereof. All indemnification obligations of the Borrower arising under the Existing Credit Agreement (including any arising from a breach of the representations thereunder) shall survive to the extent provided in the Existing Credit Agreement prior to the termination thereof. In addition, as of the Effective Date, each Letter of Credit outstanding under the Existing Credit Agreement Facility shall be deemed to have been issued refer to this Agreement as this Agreement may be further amended, restated, supplemented or extended. Nothing contained in this Agreement will be construed as waiving any continuing Default or Event of Default under the Existing Loan Agreement or will affect or impair any right, power, or remedy of Agent or Lenders under or with respect to such continuing Default or Event of Default. Any such continuing Default or Event of Default shall remain in effect except to the extent this AgreementAgreement has amended the provisions of the Existing Loan Agreement to delete the term of the Existing Loan Agreement which was the basis for such continuing Default or Event of Default.

Amendment and Restatement. In connection with The parties to this Agreement agree that, upon (i) the amendment execution and restatement delivery by each of the parties hereto of this Agreement and (ii) satisfaction of the conditions set forth in Article 4, the terms and provisions of the Existing Credit Agreement pursuant heretoshall be and hereby are amended, Borrower, Administrative Agent superseded and restated in their entirety by the Lenders terms and provisions of this Agreement. This Agreement is not intended to and shall as of the Effective Date make adjustments to the outstanding principal amount of the “Revolving Credit Loans” not constitute a novation. All Loans made and Liabilities incurred under the Existing Credit Agreement which are outstanding on the Closing Date shall continue as Loans and Liabilities under (as such term is defined therein) (but not any interest accrued thereon prior to the Effective Date or any accrued commitment fees under the Existing Credit Agreement prior to the Effective Date)and, including the borrowing of additional Revolving Credit Loans hereunder and the repayment of “Revolving Credit Loans” under the Existing Credit Agreement (as such term is defined therein) plus all applicable accrued interest, fees and expenses as shall be necessary to provide for Revolving Credit Loans by each Lender in proportion to, and in any event not in excess of, the amount of its relevant Revolving Credit Commitment as of the Effective Closing Date, but shall be governed by the terms of) this Agreement and the agreements, documents and instruments delivered together herewith. Without limiting the foregoing, upon the effectiveness hereof: (a) all references to the “Agent”, the “Agreement” and the agreements, documents and instruments delivered together -69- therewith (each as defined in no event shall such adjustment of any Eurodollar Loans entitle any Lender to any reimbursement under Section 2.16 hereof or Section 2.16 of contemplated by the Existing Credit Agreement; provided that the foregoing is not intended to relieve Borrower for paying any such costs to lenders under the Existing Credit Agreement to the extent such lenders are not Lenders under this Agreement, and each Lender ) shall be deemed to have made an assignment of its outstanding Loans and commitments under refer to the Existing Credit Agent, this Agreement and assumed the agreements, documents and instruments delivered together herewith, (b) the Letters which remain outstanding Loans and commitments on the Closing Date shall continue as Letters under (and, as of other Lenders under the Existing Credit Agreement as may Closing Date, shall be necessary to effect governed by the foregoing. The parties hereto acknowledge and agree that (iterms of) this Agreement, (c) all obligations constituting “Liabilities” with any promissory notes delivered pursuant Lender or any affiliate of any Lender which are outstanding on the Closing Date shall continue as Liabilities under this Agreement and the other Loan Documents executed agreements, documents and instruments delivered in connection herewith do not constitute a novation or termination of together herewith, (d) the “ObligationsCommitments” (as defined in the Existing Credit Agreement) shall be allocated between, and redesignated as, Commitments hereunder, in each case pursuant to the allocations set forth on the Schedule A, (e) the Agent shall make such other reallocations, sales, assignments or other relevant actions in respect of each Lender’s credit exposure under the Existing Credit Agreement as are necessary in effect prior to the Effective Date order that each such Lender’s applicable Liabilities in respect of Loans and (ii) reflect such “Obligations” are in all respects continuing with only the terms thereof being modified as provided in this Agreement and the Obligations hereunder are in renewal and extension Lender’s Pro Rata Percentage of the obligations applicable outstanding aggregate of such Loans and indebtedness under Letters on the Existing Credit Agreement. Notwithstanding the modifications effected by this Agreement of the representations, warranties and covenants of the Borrower contained in the Existing Credit Agreement, the Borrower acknowledges and agrees that any causes of action or other rights created in favor of the Administrative Agent, any Issuing Bank or any Lender, in each case, arising out of the representations and warranties of the Borrower contained in or delivered in connection with the Existing Credit Agreement shall survive the execution, delivery and effectiveness of this Agreement to the extent provided in the Existing Credit Agreement prior to the termination thereof. All indemnification obligations of the Borrower arising under the Existing Credit Agreement (including any arising from a breach of the representations thereunder) shall survive to the extent provided in the Existing Credit Agreement prior to the termination thereof. In addition, as of the Effective Closing Date, (f) the “Loans” of each Letter of Credit outstanding Departing Lender under the Existing Credit Agreement shall be deemed repaid in full (accompanied by any accrued and unpaid interest and fees thereon), each Departing Lender’s “Commitment” under the Existing Credit Agreement shall be terminated and each Departing Lender shall not be a Lender hereunder (except with respect to have been issued (i) any indemnification under the Existing Credit Agreement that is meant to continue to apply to such Departing Lender by its express terms, including rights to indemnification pursuant to Section 9.10 of the Existing Credit Agreement, and (ii) those provisions of the Existing Credit Agreement or of the agreements, documents or instruments executed in connection therewith which by their express terms survive the payment of the “Liabilities” and termination of the “Commitments”, including the ability of Lenders to submit any costs payable under Section 2.3(b) of the Existing Credit Agreement) and (g) each Borrower hereby agrees to compensate each Lender (including each Departing Lender) for any and all losses, costs and expenses incurred by such Lender in connection with the sale and assignment of any LIBOR Rate Loans (including the “LIBOR Rate Loans” under the Existing Credit Agreement) and such reallocation described above, in each case on the terms and in the manner set forth in this Agreement.

Amendment and Restatement. In connection with order to facilitate this amendment and restatement and otherwise to effectuate the desires of the Borrower, the Administrative Agent and the Lenders: The Borrower, the Administrative Agent and the Lenders hereby agree that, on the Closing Date, the terms and provisions of the Existing Credit Agreement shall be and hereby are amended and restated in their entirety by the terms, conditions and provisions of this Agreement, and the terms and provisions of the Existing Credit Agreement, except as otherwise expressly provided herein, shall be superseded by this Agreement. Notwithstanding this amendment and restatement of the Existing Credit Agreement pursuant heretoAgreement, Borrowerincluding anything in this Section 10.20, Administrative Agent and the Lenders shall as of the Effective Date make adjustments to the outstanding principal amount of the any related “Revolving Credit LoansLoan Documents” under the Existing Credit Agreement (as such term is defined therein) (but not any interest accrued thereon prior to the Effective Date or any accrued commitment fees under in the Existing Credit Agreement prior and referred to herein, individually or collectively, as the Effective Date“Prior Loan Documents”), including the borrowing of additional Revolving Credit Loans hereunder and the repayment of “Revolving Credit Loans” under the Existing Credit Agreement (i) all Obligations (as such term is defined therein) plus all applicable accrued interest, fees and expenses as shall be necessary to provide for Revolving Credit Loans by each Lender in proportion to, and in any event not in excess of, the amount of its relevant Revolving Credit Commitment as of the Effective Date, but in no event shall such adjustment of any Eurodollar Loans entitle any Lender to any reimbursement under Section 2.16 hereof or Section 2.16 of the Existing Credit Agreement; provided that the foregoing is not intended to relieve Borrower for paying any such costs to lenders under the Existing Credit Agreement to the extent such lenders are not Lenders under this Agreement, and each Lender shall be deemed to have made an assignment of its ) outstanding Loans and commitments under the Existing Credit Agreement and assumed outstanding Loans other Prior Loan Documents (the “Existing Obligations”) shall continue as Obligations hereunder to the extent not repaid on or before the Closing Date, (ii) each of this Agreement and commitments the Notes and any other Loan Document (as defined herein) that is amended and restated in connection with this Agreement is given as a substitution for, and not as a payment of, the indebtedness, liabilities and Existing Obligations of other Lenders the Borrower and each Loan Party under the Existing Credit Agreement as may or any other Prior Loan Document and (iii) neither the execution and delivery of such documents nor the consummation of any other transaction contemplated hereunder is intended to constitute a novation of the Existing Credit Agreement or of any of the other Prior Loan Documents or any obligations thereunder. On the Closing Date, the Interest Periods for all Eurodollar Rate Loans outstanding under the Existing Credit Agreement shall be necessary terminated, the Borrower shall pay all accrued interest with respect to effect such Loans, and the foregoingBorrower shall furnish to the Administrative Agent Committed Loan Notices selecting the interest rates for existing Loans. The Existing Lenders agree that the transactions contemplated by this Agreement shall not give rise to any obligation of the Borrower to make any payment under Section 3.4 of the Existing Credit Agreement. The parties hereto acknowledge and hereby agree that (i) this Agreementthat, any promissory notes delivered pursuant this Agreement on the Closing Date, the Commitments shall be as set forth in Schedule 2.01 and the outstanding principal amount of any Loans shall be reallocated in accordance with such Commitments and the requisite assignments shall be deemed to be made in such amounts by and between the Lenders and from each Lender to each other Loan Documents executed Lender, with the same force and delivered in connection herewith do not constitute a novation or termination of the “Obligations” effect as if such assignments were evidenced by applicable Assignments and Assumptions (as defined in the Existing Credit Agreement) under the Existing Credit Agreement as in effect prior Agreement. Notwithstanding anything to the Effective Date and (ii) such “Obligations” are contrary in all respects continuing with only the terms thereof being modified as provided in this Agreement and the Obligations hereunder are in renewal and extension Section 10.6 of the obligations and indebtedness under the Existing Credit Agreement or Section 10.06 of this Agreement. Notwithstanding the modifications effected by this Agreement , no other documents or instruments, including any Assignment and Assumption, shall be executed in connection with these assignments (all of the which requirements are hereby waived), and such assignments shall be deemed to be made with all applicable representations, warranties and covenants of as if evidenced by an Assignment and Assumption. On the Borrower contained Closing Date, the Lenders shall make all necessary cash settlement in full with each other Lender (and with the Existing Lenders under the Existing Credit Agreement whose Commitments thereunder are being terminated), either directly or through the Administrative Agent, as the Administrative Agent may direct or approve, with respect to all assignments, reallocations and other changes in the Commitments (as such term is defined in the Existing Credit Agreement, the Borrower acknowledges and agrees ) such that any causes of action or other rights created in favor of the Administrative Agent, any Issuing Bank or any after giving effect to such settlements each Lender, in each case, arising out of the representations and warranties of the Borrower contained in or delivered in connection with the Existing Credit Agreement shall survive the execution, delivery and effectiveness of this Agreement to the extent provided in the Existing Credit Agreement prior to the termination thereof. All indemnification obligations of the Borrower arising under the Existing Credit Agreement (including any arising from a breach of the representations thereunder) shall survive to the extent provided in the Existing Credit Agreement prior to the termination thereof. In addition, as of the Effective Date, each Letter of Credit outstanding under the Existing Credit Agreement ’s Applicable Percentage shall be deemed to have been issued under this Agreementas set forth on Schedule 2.01.

Amendment and Restatement. In connection with On the amendment Amendment Effective Date, this Agreement shall amend, restate and restatement supersede the Existing Loan Agreement in its entirety, except as provided in this Section 13.13. On the Amendment Effective Date, the rights and obligations of the parties evidenced by the Existing Credit Loan Agreement pursuant hereto, Borrower, Administrative Agent shall be evidenced by this Agreement and the Lenders other Financing Agreements and the grant of security interest in the Collateral by the relevant Borrowers and Guarantors under the Existing Loan Agreement and the other “Financing Agreements” (as defined in the Existing Loan Agreement) shall continue hereunder but as amended by this Agreement and the other Financing Agreements, and shall not in any event be terminated, extinguished or annulled but shall hereafter be governed by this Agreement and the other Financing Agreements. All references to the Existing Loan Agreement in any Financing Agreement or other document or instrument delivered in connection therewith shall be deemed to refer to this Agreement and the provisions hereof. As of the Amendment Effective Date make adjustments to Date, the outstanding principal amount rights and obligations of the parties under the Existing Loan Agreement shall be subsumed within and be governed by this Agreement. Each of the “Revolving Credit Loans” (as defined in the Existing Loan Agreement) advanced by the existing Lenders and outstanding under the Existing Credit Loan Agreement (as such term is defined therein) (but not any interest accrued thereon immediately prior to the Effective Date or any accrued commitment fees under the Existing Credit effectiveness of this Agreement prior shall continue to the Effective Date)be Loans hereunder, including the borrowing of additional Revolving Credit Loans hereunder and the repayment of “Revolving Credit Loans” under the Existing Credit Agreement (as such term is defined therein) plus provided that all applicable accrued interest, fees and expenses as owing or accruing under or in respect of the Existing Loan Agreement through the Amendment Effective Date shall be necessary to provide for Revolving Credit Loans by each Lender in proportion to, and in any event not in excess of, the amount of its relevant Revolving Credit Commitment calculated as of the Amendment Effective Date (pro rated in the case of any fractional periods), and shall be paid on the Amendment Effective Date. As of the Amendment Effective Date, but in no event shall such adjustment the Letters of any Eurodollar Loans entitle any Lender to any reimbursement under Section 2.16 hereof or Section 2.16 of the Existing Credit Agreement; provided that the foregoing is not intended to relieve Borrower for paying any such costs to lenders under the Existing Credit Loan Agreement to the extent such lenders are not Lenders under this Agreement, and each Lender shall be deemed to have made an assignment be Letters of its outstanding Loans Credit issued hereunder, and commitments the Borrowers hereby affirm their respective obligations thereunder. Without limiting the generality of the foregoing and to the extent necessary, the existing lenders, the Lenders and the Working Capital Agent reserve all of their rights under the Existing Credit Agreement and assumed outstanding Loans and commitments of other Lenders under the Existing Credit Agreement as may be necessary to effect the foregoing. The parties hereto acknowledge and agree that (i) this Agreement, any promissory notes delivered pursuant this Loan Agreement and the other “Financing Agreements” (as defined in the Existing Loan Documents executed and delivered in connection herewith do not constitute a novation or Agreement) which by their express terms survive the termination of the Existing Loan Agreement and each of the Guarantors hereby obligates itself again in respect of all such present and future “Obligations” (as defined in the Existing Credit Loan Agreement) under ). Nothing contained herein shall be construed as a novation of the Existing Credit Agreement as in effect prior to the Effective Date and (ii) such “Obligations” are in all respects continuing with only the terms thereof being modified outstanding under and as provided in this Agreement and the Obligations hereunder are in renewal and extension of the obligations and indebtedness under the Existing Credit Agreement. Notwithstanding the modifications effected by this Agreement of the representations, warranties and covenants of the Borrower contained defined in the Existing Credit Loan Agreement, the Borrower acknowledges which shall remain in full force and agrees that any causes of action or other rights created in favor of the Administrative Agenteffect, any Issuing Bank or any Lender, in each case, arising out of the representations and warranties of the Borrower contained in or delivered in connection with the Existing Credit Agreement shall survive the execution, delivery and effectiveness of this Agreement to the extent provided in the Existing Credit Agreement prior to the termination thereof. All indemnification obligations of the Borrower arising under the Existing Credit Agreement (including any arising from a breach of the representations thereunder) shall survive to the extent provided in the Existing Credit Agreement prior to the termination thereof. In addition, except as of the Effective Date, each Letter of Credit outstanding under the Existing Credit Agreement shall be deemed to have been issued under this Agreementmodified hereby.

Amendment and Restatement. In The undersigned Lenders, to the extent a party to the Existing Revolving Credit Agreement (the “Existing Lenders”), agree and acknowledge that in connection with the amendment and restatement of the Existing Revolving Credit Agreement pursuant hereto, the Borrower, the Administrative Agent and the Existing Lenders shall as of the Effective Date make adjustments to (i) the outstanding principal amount of the “Revolving Credit Loans” under (as defined in the Existing Revolving Credit Agreement (as such term is defined therein) (Agreement, but not any interest accrued thereon prior to the Effective Date or any accrued commitment facility fees under the Existing Revolving Credit Agreement prior to the Effective Date), including the borrowing of such additional “Revolving Loans” (which may include “Eurodollar Loans”, as defined in the Existing Revolving Credit Loans hereunder Agreement) and the repayment of “Revolving Credit Loans” under (which may include the Existing Credit Agreement (as such term is defined thereinprepayment or conversion of “Eurodollar Loans”) plus all applicable accrued interest, fees and expenses as shall be necessary to provide for Revolving Credit Loans by each Lender in proportion to, and in any event not in excess of, the amount of its relevant new Applicable Percentage of all Revolving Credit Commitment Loans as of the Effective Date, but and (ii) participations in no event shall such adjustment any outstanding “Letters of any Eurodollar Loans entitle any Lender to any reimbursement under Section 2.16 hereof or Section 2.16 of Credit” (as defined in the Existing Revolving Credit Agreement; provided that the foregoing is not intended to relieve Borrower for paying any such costs to lenders ) issued under the Existing Revolving Credit Agreement (the “Existing Letters of Credit”) to provide for each Lender’s participation in such Existing Letters of Credit equal to such Lender’s new Applicable Percentage of the extent aggregate amount available to be drawn under each such lenders are not Lenders under this Agreement, and Existing Letter of Credit as of the Effective Date. In connection with the foregoing (i) each Existing Lender shall be deemed to have made an assignment of its outstanding Revolving Loans and commitments “Commitments” (as defined in the Existing Revolving Credit Agreement) under the Existing Revolving Credit Agreement Agreement, and assumed outstanding Revolving Loans and commitments Commitments of other Existing Lenders under the Existing Revolving Credit Agreement Agreement, all at the request of the Borrower, as may be necessary to effect the foregoing. The parties hereto acknowledge , and agree that (i) this Agreementeach Existing Lender hereby waives any right to any reimbursement under Section 2.21 hereof with respect thereto, any promissory notes delivered pursuant this Agreement and the other Loan Documents executed and delivered in connection herewith do not constitute a novation or termination of the “Obligations” (as defined in the Existing Credit Agreement) under the Existing Credit Agreement as in effect prior to the Effective Date and (ii) such “Obligations” are in all respects continuing with only the terms thereof being modified as provided in this Agreement and the Obligations each Existing Letter of Credit shall be deemed to be a Letter of Credit issued hereunder are in renewal and extension of the obligations and indebtedness under the Existing Credit Agreement. Notwithstanding the modifications effected by this Agreement of the representations, warranties and covenants of the Borrower contained in the Existing Credit Agreement, the Borrower acknowledges and agrees that any causes of action or other rights created in favor of the Administrative Agent, any Issuing Bank or any Lender, in each case, arising out of the representations and warranties of the Borrower contained in or delivered in connection with the Existing Credit Agreement shall survive the execution, delivery and effectiveness of this Agreement to the extent provided in the Existing Credit Agreement prior to the termination thereof. All indemnification obligations of the Borrower arising under the Existing Credit Agreement (including any arising from a breach of the representations thereunder) shall survive to the extent provided in the Existing Credit Agreement prior to the termination thereof. In addition, as of the Effective DateDate for all purposes hereof. Each of the undersigned Existing Lenders, each Letter of Credit outstanding waives any requirement under the Existing Revolving Credit Agreement shall that notice with respect to any such borrowing, prepayment or other transaction described in this Section 10.15 be deemed to have been issued under this Agreement.given. [SIGNATURES BEGIN ON NEXT PAGE]

Amendment and Restatement. In connection with On the amendment and restatement of the Existing Credit Agreement pursuant hereto, Borrower, Administrative Agent and the Lenders shall as of the Effective Date make adjustments to the outstanding principal amount of date hereof (the “Revolving Credit Loans” under the Existing Credit Agreement (as such term is defined therein) (but not any interest accrued thereon prior to the Effective Date or any accrued commitment fees under the Existing Credit Agreement prior to the Effective Restatement Date”), including the borrowing of additional Revolving Credit Loans hereunder and the repayment of “Revolving Credit Loans” under the Existing Credit Original Term Loan Agreement (as such term is defined therein) plus all applicable accrued interest, fees and expenses as shall be necessary to provide for Revolving Credit Loans amended, restated and superseded by each Lender in proportion to, and in any event not in excess of, the amount of its relevant Revolving Credit Commitment as of the Effective Date, but in no event shall such adjustment of any Eurodollar Loans entitle any Lender to any reimbursement under Section 2.16 hereof or Section 2.16 of the Existing Credit Agreement; provided that the foregoing is not intended to relieve Borrower for paying any such costs to lenders under the Existing Credit Agreement to the extent such lenders are not Lenders under this Agreement, and each Lender shall be deemed to have made an assignment of its outstanding Loans and commitments under the Existing Credit Agreement and assumed outstanding Loans and commitments of other Lenders under the Existing Credit Agreement as may be necessary to effect the foregoing. The parties hereto acknowledge and agree that (ia) this Agreement, any promissory notes the Term Loan Notes delivered pursuant to this Agreement (the “Restated Notes”) and the other Loan Documents Financing Agreements executed and delivered in connection herewith do not constitute a novation novation, payment and reborrowing, or termination of the “ObligationsLiabilities” (as defined in the Existing Credit Original Term Loan Agreement) under the Existing Credit Original Term Loan Agreement as in effect prior to the Effective Date and Restatement Date; (iib) such “ObligationsLiabilities” are in all respects continuing with only the terms thereof being amended and modified as provided in this Agreement; (c) the Liens granted in the Collateral pursuant to the Financing Agreements securing payment of such “Liabilities” are in all respects continuing and in full force and effect and secure the payment of the Liabilities (as defined in this Agreement) and are hereby fully ratified and affirmed; and (d) upon the effectiveness of this Agreement all loans outstanding under the Original Term Loan Agreement immediately before the effectiveness of this Agreement will be part of the Loans hereunder on the terms and conditions set forth in this Agreement. Without limitation on the foregoing, each of the Borrowers hereby fully and unconditionally ratifies and affirms all of the Financing Agreements, as amended, and agrees that all security interests granted to PrivateBank or the Administrative Agent in the Collateral thereunder shall from and after the date hereof secure all Liabilities hereunder but in favor of the Administrative Agent for the ratable benefit of the Lenders and the Obligations hereunder are in renewal and extension of the obligations and indebtedness under the Existing Credit AgreementAdministrative Agent. Notwithstanding the modifications effected by this Agreement of the representations, warranties and covenants of the Borrower Borrowers contained in the Existing Credit Original Term Loan Agreement, each of the Borrower Borrowers acknowledges and agrees that any causes of choses in action or other rights created in favor of PrivateBank or the Administrative Agent, any Issuing Bank or any Lender, in each case, Agent and its successors and assigns arising out of the representations and warranties of the Borrower Borrowers contained in or delivered (including representations and warranties delivered in connection with the Existing Credit Agreement making of the loans or other extensions of credit thereunder) in connection with the Original Term Loan Agreement, shall survive the execution, execution and delivery and effectiveness of this Agreement to but in favor of the extent provided Lenders and the Administrative Agent; provided, however, that it is understood and agreed that the Borrowers’ monetary obligations under the Original Term Loan Agreement in respect of the Existing Credit Agreement prior to the termination thereofloans and letters of credit thereunder are evidenced by this Agreement. All indemnification obligations of the Borrower arising under Borrowers pursuant to the Existing Credit Original Term Loan Agreement (including any arising from a breach shall survive the amendment and restatement of the representations thereunderOriginal Term Loan Agreement pursuant to this Agreement. On and after the Restatement Date, (a) shall survive each reference in the Financing Agreements to the extent provided in the Existing Credit Agreement prior to the termination thereof. In addition“Loan Agreement”, as of the Effective Date“Loan and Security Agreement”, each Letter of Credit outstanding under the Existing Credit Agreement shall be deemed to have been issued under this Agreement.DM3\3743049.7

Amendment and Restatement. In connection with the amendment This Agreement amends and restatement of restates the Existing Credit Agreement pursuant hereto, Borrower, Administrative Agent and in its entirety. Each Borrower hereby agrees that (a) the Lenders shall as of the Effective Date make adjustments to the Indebtedness outstanding principal amount of the “Revolving Credit Loans” under the Existing Credit Agreement (as such term is defined therein) (but not any interest accrued thereon prior to the Effective Date or any accrued commitment fees under the Existing Credit Agreement prior to the Effective Date), including the borrowing of additional Revolving Credit Loans hereunder and the repayment of “Revolving Credit Loans” under the Existing Credit Agreement (as such term is defined therein) plus all applicable accrued interest, fees and expenses as shall be necessary to provide for Revolving Credit Loans by each Lender in proportion to, and in any event not in excess of, the amount of its relevant Revolving Credit Commitment as of the Effective Date, but in no event shall such adjustment of any Eurodollar Loans entitle any Lender to any reimbursement under Section 2.16 hereof or Section 2.16 of the Existing Credit Agreement; provided that the foregoing is not intended to relieve Borrower for paying any such costs to lenders under the Existing Credit Agreement to the extent such lenders are not Lenders under this Agreement, and each Lender shall be deemed to have made an assignment of its outstanding Loans and commitments under the Existing Credit Agreement and assumed outstanding Loans and commitments of other Lenders under the Existing Credit Agreement as may be necessary to effect the foregoing. The parties hereto acknowledge and agree that (i) this Agreement, any promissory notes delivered pursuant this Agreement and the other Loan Documents executed and delivered in connection herewith do not constitute a novation or termination of the “Obligations” (as defined in the Existing Credit Agreement) under the Existing Credit Agreement as in effect prior to the Effective Date and (ii) such “Obligations” are in all respects continuing ; together with only the terms thereof being modified as provided in this Agreement and the Obligations hereunder are in renewal and extension of the obligations and indebtedness under the Existing Credit Agreement. Notwithstanding the modifications effected by this Agreement of the representations, warranties and covenants of the Borrower contained in the Existing Credit Agreement, the “Existing Credit Documents”) and all accrued and unpaid interest thereon and (b) all accrued and unpaid fees under the Existing Credit Documents, shall be deemed to be outstanding under and governed by this Agreement. Each Borrower acknowledges hereby acknowledges, warrants, represents and agrees that any causes of action this Agreement is not intended to be, and shall not be deemed or other rights created in favor construed to be, a novation or release of the Administrative AgentExisting Credit Documents. Each Lender which is a Lender under the Existing Credit Documents hereby waives any requirements for notice of prepayment, any Issuing Bank or any Lender, in each case, arising out minimum amounts of prepayments of the representations and warranties loans thereunder, ratable reductions of the Borrower contained commitments of Lenders under the Existing Credit Documents and ratable payments on account of the principal or interest of any loan under the Existing Credit Documents to the extent that any such prepayment, reductions or payments are required to ensure that, upon the effectiveness of this Agreement, the loans of the Lenders shall be outstanding on a ratable basis in or delivered accordance with their respective Applicable Percentage. Each Lender hereby authorizes the Administrative Agent and the Borrowers to request Borrowings from Lenders, to make prepayment of the loans under the Existing Credit Documents and to reduce the commitments under the Existing Credit Documents among Lenders in order to ensure that, upon the effectiveness of this Agreement, the loans of Lenders shall be outstanding on a ratable basis in accordance with their respective Applicable Percentage. The parties hereto confirm, ratify and reaffirm each of the Existing Credit Documents entered into prior to the Effective Date (but excluding the Existing Credit Agreement) and agree that such Existing Credit Documents continue to be legal, valid, binding and enforceable in accordance with their terms (except to the extent, amended, restated and superseded in connection with the Existing Credit Agreement shall survive the executiontransactions contemplated hereby). The Borrowers, delivery jointly and effectiveness of this Agreement to the extent provided in the Existing Credit Agreement prior to the termination thereof. All indemnification obligations of the Borrower arising under the Existing Credit Agreement (including any arising from a breach of the representations thereunder) shall survive to the extent provided in the Existing Credit Agreement prior to the termination thereof. In additionseverally, represent and warrant that, as of the Effective Date, each Letter there are no claims or offsets against, or defenses or counterclaims to, their obligations (or the obligations of Credit outstanding any Guarantor) under the Existing Credit Agreement shall be deemed to have been issued under this Agreement.or any other Existing Credit Documents. 130 Amended and Restated Schedule 2.01 Commitments LENDERS MAXIMUM REVOLVING CREDIT AMOUNT PRO RATA SHARE BOKF, NA DBA BANK OF OKLAHOMA $13,647,059.00 17.058823529% PNC BANK, NATIONAL ASSOCIATION $13,647,059.00 17.058823529% BMO XXXXXX FINANCING, INC. $12,235,294.00 15.294117647% BANK OF AMERICA, N.A. $12,235,294.00 15.294117647% COMERICA BANK $6,588,235.00 8.000000000% TORONTO-DOMINION BANK, NEW YORK BRANCH $6,588,235.00 8.000000000% CANADIAN IMPERIAL BANK OF COMMERCE, NEW YORK BRANCH $6,588,235.00 8.000000000% ARVEST BANK $2,823,529.00 3.529411765% TRUIST BANK $2,823,529.00 3.529411765% IMERIABANK, A DIVISION OF FIRST HORIZON BANK $2,823,529.00 3.529411765% TOTALS $80,000,000.00 100.000000000% Amended and Restated Schedule 2.01 Amended and Restated Schedule 3.19 Swap Agreements Unit Corp Gas Xxxxxx Date Volume Type Floor Cap Swap Exchange 10/1/2021 - 12/31/2021 30,000 Mmbtu/day Swap $(0.215) NGPL TexOk Basis 10/1/2021 - 10/31/2021 20,000 Mmbtu/day Swap $2.770 NYMEX Xxxxx Hub 10/1/2021 - 10/31/2021 30,000 Mmbtu/day Swap $2.850 NYMEX Xxxxx Hub 11/1/2021 - 12/31/2021 45,000 Mmbtu/day Swap $2.900 NYMEX Xxxxx Hub 1/1/2022 - 12/31/2022 35,000 Mmbtu/day Collar $2.500 $2.680 NYMEX Xxxxx Hub 1/1/2022 - 12/31/2022 5,000 Mmbtu/day Swap $2.605 NYMEX Xxxxx Hub 1/1/2023 - 12/31/2023 22,000 Mmbtu/day Swap $2.456 NYMEX Xxxxx Hub Unit Corp Oil Xxxxxx Date Volume Type Floor Cap Swap Exchange 10/1/2021 - 12/31/2021 3,000 Bbls/day Swap $44.65 NYMEX WTI 10/1/2021 - 10/31/2021 5,467 Swap $58.60 NYMEX WTI 11/1/2021 - 11/30/2021 3,326 Swap $58.30 NYMEX WTI 12/1/2021 - 12/31/2021 1,487 Swap $58.30 NYMEX WTI 1/1/2022 - 12/31/2022 5,000 Mmbtu/day Swap $42.25 NYMEX WTI 1/1/2023 - 12/31/2023 22,000 Mmbtu/day Swap $43.60 NYMEX WTI Natural Gas (McF) Crude Oil (bbl) Date Current Volumes Hedged % Hedged Current Volumes Hedged % Hedged Total 12 Months 15,215,000 66% 914,180 88% Total 24 Months 9,686,000 50% 566,500 67% Total 36 Months 2,024,000 12% 119,600 17%

Amendment and Restatement. In connection Upon satisfaction with each of -------------------------- the amendment conditions set forth in Section 4.1 (except any condition the performance of which has been waived as a condition to the initial Loan or initial issuance of a Letter of Credit pursuant to this Agreement), this Agreement shall be deemed to amend and restatement of restate in their entirety the Existing Credit Agreement pursuant heretoAgreements, Borrowerat which time (the "Effective Time") each Lender and each Restricted Person hereby agrees that (i) the Percentage Share of each Lender shall be as set forth in the definition to this Agreement, Administrative Agent and (ii) the Lenders shall as of the Effective Date make adjustments to the loans outstanding principal amount of the “Revolving Credit Loans” under the Existing Credit Agreement (as such term is defined therein) Agreements and all accrued and unpaid interest thereon (but not any interest accrued thereon prior to the Effective Date or any accrued commitment fees letters of credit issued and outstanding under the Existing Agreements and reimbursement obligations with respect thereto, which are to be deemed to be outstanding under and governed by the Marketing Credit Agreement prior as provided therein), and all accrued and unpaid fees and expenses under the Existing Agreement (the "Outstanding Obligations") shall be deemed to be outstanding under and governed by this Agreement, and (iii) any party named as a "Lender" under the Existing Agreement that is not a signatory hereto as a Lender under this Agreement (an "Exiting Lender") shall cease to be a Lender and shall be released from its obligations under the Existing Agreement and this Agreement. At the Effective Date)Time, the Borrower shall make such adjustments in the Loans, including the borrowing of additional Revolving Credit Loans hereunder and the repayment of “Revolving Credit Loans” Loans under the Existing Credit Agreement (as such term is defined therein) Agreements plus all applicable accrued interest, fees and expenses (including any costs under Article III of the Existing Agreements) as shall be necessary to repay in full all Exiting Lenders and to provide for Revolving Credit Loans by each Lender in proportion to, and in any event not in excess of, the amount of its relevant Revolving Credit Commitment new Percentage Share of all Loans as of the Effective Date, but in no event shall such adjustment of any Eurodollar Loans entitle any Lender to any reimbursement under Section 2.16 hereof or Section 2.16 of the Existing Credit Agreement; provided that the foregoing is not intended to relieve Borrower for paying any such costs to lenders under the Existing Credit Agreement to the extent such lenders are not Lenders under this Agreement, and each Lender shall be deemed to have made an assignment of its outstanding Loans and commitments under the Existing Credit Agreement and assumed outstanding Loans and commitments of other Lenders under the Existing Credit Agreement as may be necessary to effect the foregoing. The parties hereto acknowledge and agree that (i) this Agreement, any promissory notes delivered pursuant this Agreement and the other Loan Documents executed and delivered in connection herewith do not constitute a novation or termination of the “Obligations” (as defined in the Existing Credit Agreement) under the Existing Credit Agreement as in effect prior to the Effective Date and (ii) such “Obligations” are in all respects continuing with only the terms thereof being modified as provided in this Agreement and the Obligations hereunder are in renewal and extension of the obligations and indebtedness under the Existing Credit Agreement. Notwithstanding the modifications effected by this Agreement of the representations, warranties and covenants of the Borrower contained in the Existing Credit Agreement, the Borrower acknowledges and agrees that any causes of action or other rights created in favor of the Administrative Agent, any Issuing Bank or any Lender, in each case, arising out of the representations and warranties of the Borrower contained in or delivered in connection with the Existing Credit Agreement shall survive the execution, delivery and effectiveness of this Agreement to the extent provided in the Existing Credit Agreement prior to the termination thereof. All indemnification obligations of the Borrower arising under the Existing Credit Agreement (including any arising from a breach of the representations thereunder) shall survive to the extent provided in the Existing Credit Agreement prior to the termination thereof. In addition, as of the Effective Date, each Letter of Credit outstanding under the Existing Credit Agreement shall be deemed to have been issued under this AgreementTime.

Amendment and Restatement. In connection with On the amendment and restatement of Restatement Effective Date, the Existing Credit Agreement pursuant heretoshall be amended and restated in its entirety by this Agreement, Borrower, Administrative Agent and the Lenders Existing Credit Agreement shall as thereafter be of no further force and effect, except to evidence (i) the incurrence by the Borrower of the Effective Date make adjustments to the outstanding principal amount of the “Revolving Credit Loans” obligations under the Existing Credit Agreement (whether or not such obligations are contingent as such term is defined thereinof the Restatement Effective Date), (ii) (but not any interest accrued thereon the representations and warranties made by the Borrower prior to the Restatement Effective Date and (iii) any action or omission performed or required to be performed pursuant to such Existing Credit Agreement prior to the Restatement Effective Date (including any failure, prior to the Restatement Effective Date, to comply with the covenants contained in such Existing Credit Agreement). The amendments and restatements set forth herein shall not cure any breach thereof or any accrued commitment fees “Default” or “Event of Default” under and as defined in the Existing Credit Agreement prior to the Restatement Effective Date), including . It is the borrowing intention of additional Revolving Credit Loans hereunder and each of the repayment of “Revolving Credit Loans” under parties hereto that the Existing Credit Agreement (be amended and restated hereunder so as such term is defined therein) plus to preserve the perfection and priority of all applicable accrued interest, fees Liens securing the Secured Obligations under the Loan Documents and expenses as that all Secured Obligations of the Borrower and the Subsidiary Guarantors hereunder shall continue to be necessary to provide for Revolving Credit Loans secured by each Lender in proportion toLiens evidenced under the Security Documents, and in any event not in excess of, the amount of its relevant Revolving Credit Commitment as of the Effective Date, but in no event shall such adjustment of any Eurodollar Loans entitle any Lender to any reimbursement under Section 2.16 hereof or Section 2.16 of the Existing Credit Agreement; provided that the foregoing is not intended to relieve Borrower for paying any such costs to lenders under the Existing Credit Agreement to the extent such lenders are not Lenders under this Agreement, and each Lender shall be deemed to have made an assignment of its outstanding Loans and commitments under the Existing Credit Agreement and assumed outstanding Loans and commitments of other Lenders under the Existing Credit Agreement as may be necessary to effect the foregoing. The parties hereto acknowledge and agree that (i) this Agreement, any promissory notes delivered pursuant this Agreement and the other Loan Documents executed and delivered in connection herewith do does not constitute a novation or termination of the “Obligations” (as defined in the Existing Credit Agreement) under the Existing Credit Agreement as in effect prior to the Effective Date Indebtedness and (ii) such “Obligations” are in all respects continuing with only the terms thereof being modified as provided in this Agreement and the Obligations hereunder are in renewal and extension of the obligations and indebtedness existing under the Existing Credit Agreement. Notwithstanding the modifications effected by The terms and conditions of this Agreement and the Administrative Agent’s and the Lenders’ rights and remedies under this Agreement and the other Loan Documents shall apply to all of the representations, warranties and covenants of the Borrower contained in obligations incurred under the Existing Credit Agreement. This amendment and restatement is limited as written and is not a consent to any other amendment, the Borrower acknowledges and agrees that restatement or waiver, whether or not similar and, unless specifically amended hereby or by any causes of action or other rights created in favor Loan Document, each of the Administrative AgentLoan Documents shall continue in full force and effect and, any Issuing Bank or any Lender, in each case, arising out of from and after the representations and warranties of the Borrower contained in or delivered in connection with the Existing Credit Agreement shall survive the execution, delivery and effectiveness of this Agreement to the extent provided in the Existing Credit Agreement prior to the termination thereof. All indemnification obligations of the Borrower arising under the Existing Credit Agreement (including any arising from a breach of the representations thereunder) shall survive to the extent provided in the Existing Credit Agreement prior to the termination thereof. In addition, as of the Restatement Effective Date, each Letter of all references to the “Credit outstanding under the Existing Credit Agreement Agreement” contained therein shall be deemed to have been issued under refer to this Agreement.. 162 ANNEX B See attached. Schedule 1.01(b) Commitments1 Lender Multicurrency Commitment Amount Dollar Commitment Amount Total Extending Lenders ING Capital LLC $ 92,700,00067,700,000 $ 0 $ 92,700,00067,700,000 State Street Bank and Trust Company $ 50,000,000 $ 0 $ 50,000,000 Sumitomo Mitsui Banking Corporation $ 50,000,000 $ 0 $ 50,000,000 Customers Bank $ 0 $ 32,300,00030,000,000 $ 32,300,00030,000,000 Stifel Bank & Trustof America $ 022,500,000 $ 25,000,0000 $ 25,000,00022,500,000 City National Bank $ 20,000,000 $ 0 $ 20,000,000 Sub-Total Extending Lenders $ 210,200,000 $ 30,000,000 $ 240,200,000 Non-Extending Lenders Stifel Bank & Trust $ 0 $ 25,000,000 $ 25,000,000 Sub-Total Non-Extending Lenders $ 0 $ 25,000,000 $ 25,000,000 Total $ 162,700,000210,200,000 $ 57,300,00055,000,000 $ 220,000,000265,200,000 1 Immediately After giving effect to that certain A&RAmendment No. 1 to Amended & Restated Senior Secured Credit Agreement, dated as of May 6, 2019April 9, 2020, and effective as of April 14, 2020. Schedule 3.11(a)

Amendment and Restatement. In connection with Effective as of the amendment and restatement of Closing Date, the Existing Credit Agreement pursuant hereto, Borrower, shall be amended and restated in its entirety by this Agreement and the Existing Credit Agreement shall thereafter be of no further force and effect except to evidence the incurrence by the Borrower of the “Obligations” under and as defined in the Existing Credit Agreement (whether or not such “Obligations” are contingent as of the Closing Date). The terms and conditions of this Agreement and the rights and remedies of the Administrative Agent and the Lenders under this Agreement and the other Loan Documents shall as apply to all of the Effective Date make adjustments to the outstanding principal amount of the “Revolving Credit Loans” Obligations incurred under the Existing Credit Agreement (as such term is defined therein) (but not any interest accrued thereon prior to the Effective Date or any accrued commitment fees under the Existing Credit Agreement prior to the Effective Date), including the borrowing of additional Revolving Credit Loans hereunder and the repayment of “Revolving Credit Loans” under the Existing Credit Agreement (as such term is defined therein) plus all applicable accrued interest, fees and expenses as shall be necessary to provide for Revolving Credit Loans by each Lender in proportion to, and in any event not in excess of, the amount of its relevant Revolving Credit Commitment as of the Effective Date, but in no event shall such adjustment of any Eurodollar Loans entitle any Lender to any reimbursement under Section 2.16 hereof or Section 2.16 of the Existing Credit Agreement; provided that that, for the foregoing is not intended avoidance of doubt, Existing Commitment Fees, Existing Letter of Credit Fees and Existing Interest shall be payable hereunder in accordance with the second paragraph of Section 2.1.1. [Revolving Credit Loans]. On and after the Closing Date, (i) all references to relieve Borrower for paying the Credit Agreement in the Loan Documents (other than this Agreement) shall be deemed to refer to this Agreement and (ii) all references to any such costs to lenders under section (or subsection) of the Existing Credit Agreement in any Loan Document (but not herein) shall be amended to become, mutatis mutandis, references to the extent such lenders are not Lenders under corresponding provisions of this Agreement, and each Lender shall be deemed to have made an assignment of its outstanding Loans and commitments under the Existing Credit Agreement and assumed outstanding Loans and commitments of other Lenders under the Existing Credit Agreement as may be necessary to effect the foregoing. The parties hereto acknowledge and agree that (i) this Agreement, any promissory notes delivered pursuant this Agreement and the other Loan Documents executed and delivered in connection herewith do not constitute a novation or termination Liens securing payment of the “Obligations” as defined in the Existing Loan Agreement, shall from and after the Closing Date secure the payment and performance of all Obligations for the benefit of the Collateral Agent and the Secured Parties, and all such Liens shall continue in full force and effect after giving effect to this Agreement and are hereby confirmed and reaffirmed by each of the Loan Parties. The parties hereto further acknowledge and agree that all “Security Documents” as defined in the Existing Credit Agreement (including all Mortgages and Control Agreements) shall remain in full force and effect after the Closing Date in favor of and for the benefit of the Collateral Agent and the Secured Parties (with each reference therein to the collateral agent, the credit agreement or a loan document being a reference to the Collateral Agent, this Agreement or the other Loan Documents, as applicable), and each Loan Party hereby confirms and ratifies its obligations thereunder. In furtherance of the foregoing, Collateral Agent is hereby appointed as Collateral Agent in connection with the foregoing, and shall be entitled to all of the benefits, rights, privileges and immunities hereunder and under the other Loan Documents with respect to the foregoing. This amendment and restatement is limited as written and is not a consent to any other amendment, restatement or waiver or other modification, whether or not similar and, except as expressly provided herein or in any other Loan Document, all terms and conditions of the Loan Documents remain in full force and effect unless otherwise specifically amended hereby or by any other Loan Document. This Agreement shall not constitute a novation of the Existing Credit Agreement or of any other Loan Document (as defined in the Existing Credit Agreement) under the Existing Credit Agreement as in effect prior to the Effective Date and (ii) such “Obligations” are in all respects continuing with only the terms thereof being modified as provided in this Agreement and the Obligations hereunder are in renewal and extension of the obligations and indebtedness under the Existing Credit Agreement. Notwithstanding the modifications effected by this Agreement of the representations, warranties and covenants of the Borrower contained in the Existing Credit Agreement, the Borrower acknowledges and agrees that any causes of action or other rights created in favor of the Administrative Agent, any Issuing Bank or any Lender, in each case, arising out of the representations and warranties of the Borrower contained in or delivered in connection with the Existing Credit Agreement shall survive the execution, delivery and effectiveness of this Agreement to the extent provided in the Existing Credit Agreement prior to the termination thereof. All indemnification obligations of the Borrower arising under the Existing Credit Agreement (including any arising from a breach of the representations thereunder) shall survive to the extent provided in the Existing Credit Agreement prior to the termination thereof. In addition, as of the Effective Date, each Letter of Credit outstanding under the Existing Credit Agreement shall be deemed to have been issued under this Agreement).

Amendment and Restatement. In connection with the amendment This Agreement amends and restatement of restates the Existing Credit Agreement pursuant hereto, Borrower, Administrative Agent and in its entirety. Each Borrower hereby agrees that (a) the Lenders shall as of the Effective Date make adjustments to the Indebtedness outstanding principal amount of the “Revolving Credit Loans” under the Existing Credit Agreement (as such term is defined therein) (but not any interest accrued thereon prior to the Effective Date or any accrued commitment fees under the Existing Credit Agreement prior to the Effective Date), including the borrowing of additional Revolving Credit Loans hereunder and the repayment of “Revolving Credit Loans” under the Existing Credit Agreement (as such term is defined therein) plus all applicable accrued interest, fees and expenses as shall be necessary to provide for Revolving Credit Loans by each Lender in proportion to, and in any event not in excess of, the amount of its relevant Revolving Credit Commitment as of the Effective Date, but in no event shall such adjustment of any Eurodollar Loans entitle any Lender to any reimbursement under Section 2.16 hereof or Section 2.16 of the Existing Credit Agreement; provided that the foregoing is not intended to relieve Borrower for paying any such costs to lenders under the Existing Credit Agreement to the extent such lenders are not Lenders under this Agreement, and each Lender shall be deemed to have made an assignment of its outstanding Loans and commitments under the Existing Credit Agreement and assumed outstanding Loans and commitments of other Lenders under the Existing Credit Agreement as may be necessary to effect the foregoing. The parties hereto acknowledge and agree that (i) this Agreement, any promissory notes delivered pursuant this Agreement and the other Loan Documents executed and delivered in connection herewith do not constitute a novation or termination of the “Obligations” (as defined in the Existing Credit Agreement) under the Existing Credit Agreement as in effect prior to the Effective Date and (ii) such “Obligations” are in all respects continuing ; together with only the terms thereof being modified as provided in this Agreement and the Obligations hereunder are in renewal and extension of the obligations and indebtedness under the Existing Credit Agreement. Notwithstanding the modifications effected by this Agreement of the representations, warranties and covenants of the Borrower contained in the Existing Credit Agreement, the “Existing Credit Documents”) and all accrued and unpaid interest thereon and (b) all accrued and unpaid fees under the Existing Credit Documents, shall be deemed to be outstanding under and governed by this Agreement. Each Borrower acknowledges hereby acknowledges, warrants, represents and agrees that any causes of action this Agreement is not intended to be, and shall not be deemed or other rights created in favor construed to be, a novation or release of the Administrative AgentExisting Credit Documents. Each Lender which is a Lender under the Existing Credit Documents hereby waives any requirements for notice of prepayment, any Issuing Bank or any Lender, in each case, arising out minimum amounts of prepayments of the representations and warranties loans thereunder, ratable reductions of the Borrower contained commitments of Lenders under the Existing Credit Documents and ratable payments on account of the principal or interest of any loan under the Existing Credit Documents to the extent that any such 127 prepayment, reductions or payments are required to ensure that, upon the effectiveness of this Agreement, the loans of the Lenders shall be outstanding on a ratable basis in or delivered accordance with their respective Applicable Percentage. Each Lender hereby authorizes the Administrative Agent and the Borrowers to request Borrowings from Lenders, to make prepayment of the loans under the Existing Credit Documents and to reduce the commitments under the Existing Credit Documents among Lenders in order to ensure that, upon the effectiveness of this Agreement, the loans of Lenders shall be outstanding on a ratable basis in accordance with their respective Applicable Percentage. The parties hereto confirm, ratify and reaffirm each of the Existing Credit Documents entered into prior to the Effective Date (but excluding the Existing Credit Agreement) and agree that such Existing Credit Documents continue to be legal, valid, binding and enforceable in accordance with their terms (except to the extent, amended, restated and superseded in connection with the Existing Credit Agreement shall survive the executiontransactions contemplated hereby). The Borrowers, delivery jointly and effectiveness of this Agreement to the extent provided in the Existing Credit Agreement prior to the termination thereof. All indemnification obligations of the Borrower arising under the Existing Credit Agreement (including any arising from a breach of the representations thereunder) shall survive to the extent provided in the Existing Credit Agreement prior to the termination thereof. In additionseverally, represent and warrant that, as of the Effective Date, each Letter there are no claims or offsets against, or defenses or counterclaims to, their obligations (or the obligations of Credit outstanding any Guarantor) under the Existing Credit Agreement shall be deemed to have been issued under this Agreement.or any other Existing Credit Documents. 128

Amendment and Restatement. In connection Upon satisfaction with each of -------------------------- the amendment conditions set forth in Section 4.1 (except any condition the performance of which has been waived as a condition to the initial Loan or initial issuance of a Letter of Credit pursuant to this Agreement), this Agreement shall be deemed to amend and restatement of restate in their entirety the Existing Credit Agreement pursuant heretoAgreement, Borrower, Administrative Agent at which time (the "Effective Time") each Lender and each Restricted Person hereby agrees that (i) the Aggregate Percentage Share of each Lender and the Lenders Percentage Share of each Lender with respect to US Loans, Canadian Revolver Loans, and Term Loans shall be as of set forth in the Effective Date make adjustments definition to this Agreement, (ii) the loans outstanding principal amount of the “Revolving Credit Loans” under the Existing Credit Agreement (as such term is defined therein) and all accrued and unpaid interest thereon (but not any interest accrued thereon prior to the Effective Date or any accrued commitment fees letters of credit issued and outstanding under the Existing Agreement and reimbursement obligations with respect thereto, which are to be deemed to be outstanding under and governed by the Marketing Credit Agreement prior as provided therein), and all accrued and unpaid fees and expenses under the Existing Agreement (the "Outstanding Obligations") shall be deemed to be outstanding under and governed by this Agreement, and (iii) any party named as a "Lender" under the Existing Agreement that is not a signatory hereto as a Lender under this Agreement (an "Exiting Lender") shall cease to be a Lender and shall be released from its obligations under the Existing Agreement and this Agreement. At the Effective Date)Time, the Borrower shall make such adjustments in the Loans, including the borrowing of additional Revolving Credit Loans hereunder and the repayment of “Revolving Credit Loans” Loans under the Existing Credit Agreement (as such term is defined therein) plus all applicable accrued interest, fees and expenses (including any costs under Article III of the Existing Agreement) as shall be necessary to repay in full all Exiting Lenders and to provide for Revolving Credit Loans by each Lender in proportion to, and in any event not in excess of, the amount of its relevant Revolving Credit Commitment as new Percentage Share of the Effective DateUS Loans, but in no event shall such adjustment of any Eurodollar Loans entitle any Lender to any reimbursement under Section 2.16 hereof or Section 2.16 of the Existing Credit Agreement; provided that the foregoing is not intended to relieve Borrower for paying any such costs to lenders under the Existing Credit Agreement to the extent such lenders are not Lenders under this AgreementCanadian Revolver Loans, and each Lender shall be deemed to have made an assignment of its outstanding Loans and commitments under the Existing Credit Agreement and assumed outstanding Loans and commitments of other Lenders under the Existing Credit Agreement Term Loans, as may be necessary to effect the foregoing. The parties hereto acknowledge and agree that (i) this Agreement, any promissory notes delivered pursuant this Agreement and the other Loan Documents executed and delivered in connection herewith do not constitute a novation or termination of the “Obligations” (as defined in the Existing Credit Agreement) under the Existing Credit Agreement as in effect prior to the Effective Date and (ii) such “Obligations” are in all respects continuing with only the terms thereof being modified as provided in this Agreement and the Obligations hereunder are in renewal and extension of the obligations and indebtedness under the Existing Credit Agreement. Notwithstanding the modifications effected by this Agreement of the representations, warranties and covenants of the Borrower contained in the Existing Credit Agreement, the Borrower acknowledges and agrees that any causes of action or other rights created in favor of the Administrative Agent, any Issuing Bank or any Lender, in each case, arising out of the representations and warranties of the Borrower contained in or delivered in connection with the Existing Credit Agreement shall survive the execution, delivery and effectiveness of this Agreement to the extent provided in the Existing Credit Agreement prior to the termination thereof. All indemnification obligations of the Borrower arising under the Existing Credit Agreement (including any arising from a breach of the representations thereunder) shall survive to the extent provided in the Existing Credit Agreement prior to the termination thereof. In additionapplicable, as of the Effective Date, each Letter of Credit outstanding under the Existing Credit Agreement shall be deemed to have been issued under this AgreementTime.

Amendment and Restatement. In connection with On the amendment and restatement of the Existing Credit Agreement pursuant hereto, Borrower, Administrative Agent and the Lenders shall as of the Effective Date make adjustments to the outstanding principal amount of date hereof (the “Revolving Credit Loans” under the Existing Credit Agreement (as such term is defined therein) (but not any interest accrued thereon prior to the Effective Date or any accrued commitment fees under the Existing Credit Agreement prior to the Effective Restatement Date”), including the borrowing of additional Revolving Credit Loans hereunder and the repayment of “Revolving Credit Loans” under the Existing Credit Original Loan Agreement (as such term is defined therein) plus all applicable accrued interest, fees and expenses as shall be necessary to provide for Revolving Credit Loans amended, restated and superseded in its entirety by each Lender in proportion to, and in any event not in excess of, the amount of its relevant Revolving Credit Commitment as of the Effective Date, but in no event shall such adjustment of any Eurodollar Loans entitle any Lender to any reimbursement under Section 2.16 hereof or Section 2.16 of the Existing Credit Agreement; provided that the foregoing is not intended to relieve Borrower for paying any such costs to lenders under the Existing Credit Agreement to the extent such lenders are not Lenders under this Agreement, and each Lender shall be deemed to have made an assignment of its outstanding Loans and commitments under the Existing Credit Agreement and assumed outstanding Loans and commitments of other Lenders under the Existing Credit Agreement as may be necessary to effect the foregoing. The parties hereto acknowledge and agree that (ia) this Agreement, any promissory notes the Revolving Credit Notes delivered pursuant to this Agreement (the “Restated Notes”) and the other Loan Documents Financing Agreements executed and delivered in connection herewith do not constitute a novation novation, payment and reborrowing, or termination of the “ObligationsLiabilities” (as defined in the Existing Credit Original Loan Agreement) under the Existing Credit Original Loan Agreement as in effect prior to the Effective Date and Restatement Date; (iib) such “ObligationsLiabilities” are in all respects continuing with only the terms thereof being amended and modified as provided in this Agreement; (c) the Liens granted in the Collateral pursuant to the Financing Agreements securing payment of such “Liabilities” are in all respects continuing and in full force and effect and secure the payment of the Liabilities (as defined in this Agreement) and are hereby fully ratified and affirmed; and (d) upon the effectiveness of this Agreement all loans outstanding under the Original Loan Agreement immediately before the effectiveness of this Agreement will be part of the Loans hereunder on the terms and conditions set forth in this Agreement. Without limitation on the foregoing, each of the Borrowers hereby fully and unconditionally ratifies and affirms all of the Financing Agreements, as amended, and agrees that all security interests granted to PrivateBank in the collateral thereunder shall from and after the date hereof secure all Liabilities hereunder but in favor of the Administrative Agent for the ratable benefit of the Lenders and the Obligations hereunder are in renewal and extension of the obligations and indebtedness under the Existing Credit AgreementAdministrative Agent. Notwithstanding the modifications effected by this Agreement of the representations, warranties and covenants of the Borrower Borrowers contained in the Existing Credit Original Loan Agreement, each of the Borrower Borrowers acknowledges and agrees that any causes of choses in action or other rights created in favor of the Administrative Agent, any Issuing Bank or any Lender, in each case, PrivateBank and its successors and assigns arising out of the representations and warranties of the Borrower Borrowers contained in or delivered (including representations and warranties delivered in connection with the Existing Credit Agreement making of the loans or other extensions of credit thereunder) in connection with the Original Loan Agreement, shall survive the execution, execution and delivery and effectiveness of this Agreement to but in favor of the extent provided Lenders and the Administrative Agent; provided, however, that it is understood and agreed that the Borrowers’ monetary obligations under the Original Loan Agreement in respect of the Existing Credit Agreement prior to the termination thereofloans and letters of credit thereunder are evidenced by this Agreement. All indemnification obligations of the Borrower arising under Borrowers pursuant to the Existing Credit Original Loan Agreement (including any arising from a breach shall survive the amendment and restatement of the representations thereunderOriginal Loan Agreement pursuant to this Agreement. On and after the Restatement Date, (a) shall survive each reference in the Financing Agreements to the extent provided “Loan Agreement”, “Loan and Security Agreement”, “thereunder”, “thereof” or similar words referring to the Loan Agreement shall mean and be a reference to this Agreement and (b) each reference in the Existing Financing Agreements to a “Note” or “Revolving Credit Agreement prior to the termination thereof. In addition, Note” shall mean and be a Revolving Credit Note as of the Effective Date, each Letter of Credit outstanding under the Existing Credit Agreement shall be deemed to have been issued under defined in this Agreement.

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

Amendment and Restatement. In connection with This Agreement amends and restates in its entirety the 2014 Credit Agreement; and the Loan Parties confirm that the 2014 Credit Agreement, the other Loan Documents and the Collateral for the Obligations thereunder (as all such capitalized terms are defined in the 2014 Credit Agreement) have at all times, since the date of the execution and delivery of such documents, remained in full force and effect and continued to secure such obligations which are continued as the Obligations hereunder as amended hereby; and all such Collateral (as defined in the 2014 Credit Agreement) shall continue to secure the Obligations hereunder. The Loans hereunder are a continuation of the Loans under (and as such terms are defined in) the 2014 Credit Agreement. The Loan Parties, the Administrative Agent and the Lenders acknowledge and agree that the amendment and restatement of the Existing 2014 Credit Agreement pursuant heretoby this Agreement is not intended to constitute, Borrowernor does it constitute, Administrative Agent a novation, interruption, suspension of continuity, satisfaction, discharge or termination of the obligations, loans, liabilities, or indebtedness under the 2014 Credit Agreement and the Lenders shall as of the Effective Date make adjustments to the outstanding principal amount of the “Revolving Credit Loans” under the Existing Credit Agreement other Loan Documents (as such term is defined therein) (but not any interest accrued thereon prior thereunder or the collateral security therefor and this Agreement and the other Loan Documents are entitled to all rights and benefits originally pertaining to the Effective Date or any accrued commitment fees under the Existing 2014 Credit Agreement prior to the Effective Date), including the borrowing of additional Revolving Credit Loans hereunder and the repayment of “Revolving Credit Loans” under the Existing Credit Agreement other Loan Documents (as such term is defined therein) plus all applicable accrued interest, fees and expenses as shall be necessary to provide for Revolving Credit Loans by each Lender in proportion to, and in any event not in excess of). For the avoidance of doubt, the amount of its relevant Revolving Credit Commitment as of Loan Parties, the Effective Date, but in no event shall such adjustment of any Eurodollar Loans entitle any Lender to any reimbursement under Section 2.16 hereof or Section 2.16 of Administrative Agent and the Existing Credit Agreement; provided that the foregoing is not intended to relieve Borrower for paying any such costs to lenders under the Existing Credit Agreement to the extent such lenders are not Lenders under this Agreement, and each Lender shall be deemed to have made an assignment of its outstanding Loans and commitments under the Existing Credit Agreement and assumed outstanding Loans and commitments of other Lenders under the Existing Credit Agreement as may be necessary to effect the foregoing. The parties hereto acknowledge and agree that (i) upon execution of this AgreementAgreement by the parties hereto, any promissory notes delivered pursuant Hallador Energy Company shall be the Borrower hereunder and shall no longer be, and is hereby released as, a Guarantor under this Agreement and any other Loan Document (but shall be bound as a Borrower), and Sunrise Coal, LLC shall be a Guarantor hereunder and shall no longer be, and is hereby released as, the Borrower under this Agreement and any other Loan Documents executed and delivered in connection herewith do not constitute a novation or termination of the “Obligations” (as defined in the Existing Credit Agreement) under the Existing Credit Agreement as in effect prior to the Effective Date and (ii) such “Obligations” are in all respects continuing with only the terms thereof being modified as provided in this Agreement and the Obligations hereunder are in renewal and extension of the obligations and indebtedness under the Existing Credit Agreement. Notwithstanding the modifications effected by this Agreement of the representations, warranties and covenants of the Borrower contained in the Existing Credit Agreement, the Borrower acknowledges and agrees that any causes of action or other rights created in favor of the Administrative Agent, any Issuing Bank or any Lender, in each case, arising out of the representations and warranties of the Borrower contained in or delivered in connection with the Existing Credit Agreement shall survive the execution, delivery and effectiveness of this Agreement to the extent provided in the Existing Credit Agreement prior to the termination thereof. All indemnification obligations of the Borrower arising under the Existing Credit Agreement (including any arising from a breach of the representations thereunder) shall survive to the extent provided in the Existing Credit Agreement prior to the termination thereof. In addition, as of the Effective Date, each Letter of Credit outstanding under the Existing Credit Agreement but shall be deemed to have been issued under this Agreement.bound as a Guarantor). [Signature Pages Intentionally Omitted]