Common use of Amendment and Restatement Clause in Contracts

Amendment and Restatement. This Agreement constitutes an amendment and restatement of the Existing Credit Agreement and the Existing Guaranty Agreement and as such, except for the indebtedness and other than obligations provided for in the Existing Credit Agreement (which indebtedness and obligations shall survive, be renewed, extended and restated by the terms of this Agreement), all terms and provisions of this Agreement supersede in their entirety the terms and provisions of the Existing Credit Agreement and the Existing Guaranty Agreement in their entirety. This Agreement is not intended as and shall not be construed as a release or novation of any or all of the obligations and liabilities existing under the Existing Credit Agreement, the Existing Guaranty Agreement and the “Loan Documents” (as defined in the Existing Credit Agreement). Any reference to “Existing Guaranty Agreement", “Guaranty Agreement” or the terms thereof in any of the Loan Documents shall automatically be deemed to be a reference to the applicable language in Article X hereof. Notwithstanding anything herein to the contrary, in no event shall the Liens securing the Existing Credit Agreement or the obligations thereunder be deemed affected hereby, it being the intent and agreement of the Credit Parties that, except as otherwise provided in the Loan Documents, the Liens on the Collateral (as defined in the Existing Credit Agreement) granted to secure the obligations of the Credit Parties in connection with the Existing Credit Agreement and the other Loan Documents (as defined in the Existing Credit Agreement), shall not be extinguished and shall remain valid, binding and enforceable securing the obligations under the Existing Credit Agreement, as amended and restated hereby. Each of the Borrowers party hereto that were not party to the Existing Credit Agreement hereby (a) acknowledges and agrees that (i) it is a Credit Party and a Loan Party for all purposes of the Loan Documents, including the Intercreditor Agreement, and (ii) the term “Borrower” when used in the Intercreditor Agreement in the context of Credit Agreement provisions includes such Borrower as the context may require, and (b) agrees, acknowledges and consents to the matters set forth in the Acknowledgment of and Consent and Agreement to Intercreditor and Collateral Agency Agreement attached to the Intercreditor Agreement as if such Borrower were an original party thereto. Notwithstanding the foregoing, no Designated Borrower that is a Foreign Subsidiary is granting a security interest in its assets to secure any obligations under this Agreement or any other Loan Documents. Each lender party to the Existing Credit Agreement that is not a party this Agreement shall have been paid in full with the proceeds of the funding on the Closing Date.

Amendment and Restatement. This Agreement constitutes an amendment and restatement Pursuant to (i) the Assignment of First Lien Notes, on the Closing Date, $105,741,852.80 of the Existing outstanding amount of principal and interest owing by MidContinent under the Prior First Lien Credit Agreement and the Existing Guaranty Agreement and as suchnotes issued pursuant thereto has been refinanced, except for the indebtedness and other than obligations provided for in the Existing Credit Agreement (which indebtedness and obligations shall survive, be renewed, rearranged and extended and restated by the terms of Loans under this Agreement), all terms (ii) the Assignment of Second Lien Notes, Liens and provisions of this Agreement supersede in their entirety Security Interest, on the terms and provisions Closing Date, $30,220,618.53 of the Existing outstanding amount of principal and interest owing by MidContinent under the Prior Second Lien Credit Agreement and the Existing Guaranty notes issued pursuant thereto has been refinanced, renewed, rearranged and extended by Loans under this Agreement in their entirety. and (iii) the Assignment of Midstream Notes, Liens and Security Interest, on the Closing Date, $89,001,098.16 of the outstanding amount of principal and interest owing by PESC and MidContinent (successor by merger to Bluestem) under the Prior Midstream Credit Agreement and the notes issued pursuant thereto has been refinanced, renewed, rearranged and extended by Loans under this Agreement. (a) This Agreement is not intended as amends and shall not be construed as a release or novation of any or all restates in its entirety the Prior First Lien Credit Agreement and the Prior Second Lien Credit Agreement and amends and restates in part the Prior Midstream Credit Agreement. The Revolving Notes amend, restate, rearrange, extend and renew the Indebtedness under the Prior First Lien Credit Agreement, Prior Second Lien Credit Agreement and in part under the Prior Midstream Credit Agreement. The Lenders are subrogated to the rights of the obligations lenders under the Prior First Lien Credit Agreement, Prior Second Lien Credit Agreement and liabilities the Prior Midstream Credit Agreement to the extent of the Indebtedness rearranged hereby. All liens and security interests created and existing under the Existing Prior First Lien Credit Agreement, the Existing Guaranty Agreement and the “Loan Documents” (as defined in the Existing Credit Agreement). Any reference to “Existing Guaranty Agreement", “Guaranty Agreement” or the terms thereof in any of the Loan Documents shall automatically be deemed to be a reference to the applicable language in Article X hereof. Notwithstanding anything herein to the contrary, in no event shall the Liens securing the Existing Prior Second Lien Credit Agreement or and, accept for a first lien on the obligations thereunder be deemed affected hereby, it being the intent and agreement of the Credit Parties that, except as otherwise provided in the Loan DocumentsKPC Pipeline, the Liens on the Collateral (as defined Prior Midstream Credit Agreement shall continue in the Existing Credit Agreement) granted force and effect to secure the obligations of the Credit Parties in connection with the Existing Credit Agreement and the other Loan Documents (as defined in the Existing Credit Agreement), shall not be extinguished and shall remain valid, binding and enforceable securing the obligations under the Existing Credit Agreement, as amended and restated hereby. Each Obligations of the Borrowers party hereto that were not party to the Existing Credit Agreement hereby (a) acknowledges Lenders pursuant to the Revolving Notes and agrees that (i) it is a Credit Party and a Loan Party for all purposes of the Loan Documents, including the Intercreditor this Agreement, and (ii) the term “Borrower” when used in the Intercreditor Agreement in the context of Credit Agreement provisions includes each Borrower hereby ratifies, adopts and confirms all such Borrower as the context may require, prior liens and (b) agrees, acknowledges and consents to the matters set forth in the Acknowledgment of and Consent and Agreement to Intercreditor and Collateral Agency Agreement attached to the Intercreditor Agreement as if such Borrower were an original party thereto. Notwithstanding the foregoing, no Designated Borrower that is a Foreign Subsidiary is granting a security interest in its assets to secure any obligations under this Agreement or any other Loan Documents. Each lender party to the Existing Credit Agreement that is not a party this Agreement shall have been paid in full with the proceeds of the funding on the Closing Dateinterests.

Amendment and Restatement. This Agreement constitutes an amendment and restatement of (a) On the Restatement Date, the Existing Credit Agreement and the Existing Guaranty Agreement and as such, except for the indebtedness and other than obligations provided for in the Existing Credit Agreement (which indebtedness and obligations shall survive, be renewed, extended amended and restated by the terms of in its entirety as set forth herein. The parties hereto acknowledge and agree that (i) this Agreement), all terms and provisions of this Agreement supersede in their entirety the terms and provisions of the Existing Credit Agreement and the Existing Guaranty Agreement in their entirety. This Agreement is not intended as and shall not be construed as a release or novation of any or all of the obligations and liabilities existing under the Existing Credit Agreement, the Existing Guaranty Agreement Notes and the other Loan Documents executed and delivered in connection herewith do not constitute a novation, payment and reborrowing, or termination of the “Loan DocumentsObligations” (as defined in the Existing Credit Agreement). Any reference to “Existing Guaranty Agreement", “Guaranty Agreement” or the terms thereof in any of the Loan Documents shall automatically be deemed to be a reference to the applicable language in Article X hereof. Notwithstanding anything herein to the contrary, in no event shall the Liens securing ) arising under the Existing Credit Agreement as in effect prior to the Restatement Date; (ii) subject to the Restatement Date Exchange, such “Obligations” are in all respects continuing (as amended and restated hereby) with only the terms thereof being modified as provided in this Agreement; provided, however, that any Default or Event of Default existing under the obligations thereunder be deemed affected hereby, it being the intent and agreement Existing Credit Agreement is waived as of the Credit Parties that, except Restatement Date; (iii) the Liens and security interests as otherwise provided in granted under the Loan Documents, the Liens on the Collateral Documents (as defined whether delivered hereunder or in connection with the Existing Credit Agreement) granted to securing payment of such Existingexisting Obligations are in all respects continuing and in full force and effect and secure the obligations payment of the Obligations (as defined in this Agreement to the extent set forth in the Guarantee and Collateral Agreement); and (iv) upon the effectiveness of this Agreement all loans outstanding under the Existing Credit Parties Agreement immediately before the effectiveness of this Agreement will, except for loans converted pursuant to the Restatement Date Exchange, be Loans hereunder and all outstanding letters of credit under the Existing Credit Agreement will be Letters of Credit hereunder, in connection with each case on the terms and conditions set forth in this Agreement. (b) Except as expressly restated hereby and by the Notes delivered herewith, the Existing Credit Agreement and the other Loan Documents (as defined in the Existing Credit Agreement), shall not be extinguished are and shall remain validcontinue in full force and effect. On and after the Restatement Date, binding and enforceable securing the obligations under the Existing Credit Agreement, as amended and restated hereby. Each of the Borrowers party hereto that were not party to the Existing Credit Agreement hereby (a) acknowledges and agrees that (i) it is a Credit Party and a Loan Party for all purposes of each reference in the Loan DocumentsDocuments to the “Credit Agreement,” “Loan Agreement,” “thereunder,” “thereof” or similar words referring to the Credit Agreement shall mean and be a reference to this Agreement (as further amended, including the Intercreditor Agreementrestated, modified or otherwise supplemented from time to time) and (ii) the term “Borrower” when used each reference in the Intercreditor Agreement in Loan Documents to a “Note” or amendment or restatement thereof shall be a reference to the context of Credit Agreement provisions includes such Borrower applicable Note delivered hereunder, as the context may requireapplicable, and (biii) agrees, acknowledges and consents each reference to “Lender” in a Loan Document shall be a reference to the matters set forth in the Acknowledgment of and Consent and Agreement to Intercreditor and Collateral Agency Agreement attached to the Intercreditor Agreement as if such Borrower were an original party thereto. Notwithstanding the foregoing, no Designated Borrower that is a Foreign Subsidiary is granting a security interest in its assets to secure any obligations under this Agreement or any other Loan Documents. Each lender party to the Existing Credit Agreement that is not a party this Agreement shall have been paid in full with the proceeds of the funding on the Closing DateLender hereunder.

Amendment and Restatement. This Agreement constitutes an amendment and restatement of (a) On the Closing Date, the Existing Credit Agreement shall be amended and restated in its entirety by this Agreement, and the Existing Guaranty Credit Agreement shall thereafter be of no further force and effect, except that the Borrower, the Administrative Agent and the Lenders agree that (i) the “Indebtedness” incurred by the Borrower under and as such, except for the indebtedness and other than obligations provided for defined in the Existing Credit Agreement (which indebtedness whether or not such Indebtedness is contingent as of the Closing Date) shall continue to exist under and obligations shall survive, be renewed, extended and restated evidenced by the terms of this Agreement), all terms and provisions of this Agreement supersede in their entirety and the terms and provisions other Credit Documents, (ii) the Lenders under the Existing Credit Agreement hereby waive the reimbursement of any breakage costs incurred on the Closing Date under Section 2.17 of the Existing Credit Agreement and Agreement, (iii) the Existing Guaranty Credit Agreement shall continue to evidence the representations and warranties made by the Borrower prior to the Closing Date, (iv) except as expressly stated herein or amended, amended and restated or otherwise modified, the other Credit Documents are ratified and confirmed as remaining unmodified and in their entiretyfull force and effect with respect to all Indebtedness, and (v) the Existing Credit Agreement shall continue to evidence any action or omission performed or required to be performed pursuant to the Existing Credit Agreement prior to the Closing Date (including any failure, prior to the Closing Date, to comply with the covenants contained in the Existing Credit Agreement). The amendments and restatements set forth herein shall not cure any breach thereof or any “Default” or “Event of Default” under and as defined in the Existing Credit Agreement existing prior to the Closing Date. This Agreement is not in any way intended as and shall not be construed as to constitute a release or novation of any or all of the obligations and liabilities existing under the Existing Credit Agreement, the Existing Guaranty Agreement or evidence payment of all or any portion of such obligations and liabilities. |US-DOCS\140878708.9|| (b) The terms and conditions of this Agreement and the “Loan Documents” Administrative Agent’s, the Lenders’, the Swingline Lender’s and the Issuing Lender’s rights and remedies under this Agreement and the other Credit Documents shall apply to all of the Indebtedness incurred under the Existing Credit Agreement and the Letters of Credit issued thereunder. (as defined c) On and after the Closing Date, (i) all references to the Existing Credit Agreement (or to any amendment or any amendment and restatement thereof) in the Credit Documents (other than this Agreement) shall be deemed to refer to the Existing Credit Agreement, as amended and restated hereby (as it may be further amended, modified or restated). Any reference , (ii) all references to “any section (or subsection) of the Existing Guaranty Agreement", “Guaranty Agreement” or the terms thereof Credit Agreement in any Credit Document (but not herein) shall be amended to become, mutatis mutandis, references to the corresponding provisions of this Agreement and (iii) except as the Loan Documents context otherwise provides, on or after the Closing Date, all references to this Agreement herein (including for purposes of indemnification and reimbursement of fees) shall automatically be deemed to be a reference references to the applicable language Existing Credit Agreement, as amended and restated hereby (as it may be further amended, modified or restated). (d) This amendment and restatement is limited as written and is not a consent to any other amendment, restatement or waiver, whether or not similar and, except as expressly provided herein or in Article X hereof. Notwithstanding anything herein any other Credit Document, all terms and conditions of the Credit Documents remain in full force and effect unless specifically amended hereby or by any other Credit Document. (e) The “Lenders” party to the contrary, in no event shall the Liens securing the Existing Credit Agreement or and any Lenders not party to the obligations thereunder be deemed affected herebyExisting Credit Agreement have agreed among themselves, it being the intent and agreement if applicable, effective as of the Credit Parties thatClosing Date, except as otherwise provided in to reallocate the Loan Documents, the Liens on the Collateral respective Commitments (as defined in the Existing Credit Agreement) granted and corresponding outstanding Loans of such “Lenders” under the Existing Credit Agreement to secure be the obligations Commitments and corresponding outstanding Loans hereunder as contemplated by Schedule 1.1 to this Agreement. On the Closing Date and after giving effect to such reallocation and adjustment of the Commitments, the Commitments of each Lender shall be as set forth on Schedule 1.1 hereto and each Lender shall own its Revolving Commitment Percentage of the outstanding Loans. The reallocation and adjustment to the Commitments of each Lender as contemplated by this Section 9.25 shall be deemed to have been consummated pursuant to the terms of the Assignment and Assumption attached as Exhibit 1.1(a) hereto as if each of the Lenders had executed an Assignment and Assumption with respect to such reallocation and adjustment. The Borrower and the Administrative Agent hereby consent to such reallocation and adjustment of the Commitments. The Administrative Agent hereby waives the processing and recordation fee set forth in Section 9.6 with respect to the assignments and reallocations of the Commitments contemplated by this Section 9.25. (f) On and after the Closing Date, (i) each Exiting Lender shall cease to be a Lender under this Agreement, (ii) no Exiting Lender shall have any obligations or liabilities as a Lender under this Agreement with respect to the period from and after the Closing Date and, without limiting the foregoing, no Exiting Lender shall have any Commitment under this Agreement or any LOC Obligations outstanding hereunder and (iii) no Exiting Lender shall have any rights under the Existing Credit Parties in connection with Agreement, this Agreement or any other Loan Document as a Lender (other than rights under the Existing Credit Agreement expressly stated to survive the termination of the Existing Credit Agreement and the other Loan Documents (as defined repayment of amounts outstanding |US-DOCS\140878708.9|| thereunder) and each such Exiting Xxxxxx’s receipt in the Existing Credit Agreement), shall not be extinguished and shall remain valid, binding and enforceable securing the obligations cash of an amount to repay such Exiting Xxxxxx’s Loans in full under the Existing Credit Agreement, as amended and restated hereby. Each of the Borrowers party hereto that were not party Agreement shall be deemed to be a consent to the Existing Credit Agreement hereby (a) acknowledges and agrees that (i) it is a Credit Party and a Loan Party for all purposes of the Loan Documents, including the Intercreditor Agreement, and (ii) the term “Borrower” when used in the Intercreditor Agreement in the context of Credit Agreement provisions includes such Borrower as the context may require, and (b) agrees, acknowledges and consents to the matters set forth in the Acknowledgment of and Consent and Agreement to Intercreditor and Collateral Agency Agreement attached to the Intercreditor Agreement as if such Borrower were an original party thereto. Notwithstanding the foregoing, no Designated Borrower that is a Foreign Subsidiary is granting a security interest in its assets to secure any obligations under this Agreement or any other Loan Documents. Each lender party to the Existing Credit Agreement that is not a party this Agreement shall have been paid in full with the proceeds of the funding on the Closing Datetransactions contemplated hereby.

Amendment and Restatement. This Agreement constitutes an amendment and restatement It is the intention of each of the parties hereto that (a) the Existing Credit Agreement be amended and restated in its entirety pursuant to this Agreement so as to preserve the Existing Guaranty Agreement perfection and as such, except for the priority of all security interests securing indebtedness and other than obligations provided for in under the Existing Credit Agreement Agreement, (which indebtedness b) all Indebtedness and obligations Obligations of the Borrower and the Guarantors hereunder and under the other Loan Documents shall survive, be renewed, extended and restated secured by the terms of this Agreement), all terms liens and provisions of security interests evidenced under the Loan Documents and (c) this Agreement supersede in their entirety the terms and provisions of the Existing Credit Agreement and the Existing Guaranty Agreement in their entirety. This Agreement is does not intended as and shall not be construed as constitute a release novation or novation of any or all termination of the obligations and liabilities existing under the Existing Credit Agreement, Agreement (or serve to terminate Section 10.3 of the Existing Guaranty Credit Agreement and or any of the “Loan Documents” Borrower’s obligations thereunder with respect to the Administrative Agent (as defined in the Existing Credit Agreement) or the Lenders (as defined in the Existing Credit Agreement) or any other Indemnitee (as defined in the Existing Credit Agreement)). Any reference to “The parties hereto further acknowledge and agree that this Agreement constitutes an amendment of the Existing Guaranty Agreement", “Guaranty Agreement” or Credit Agreement made under and in accordance with the terms thereof of Section 10.2 of the Existing Credit Agreement. In addition, unless specifically amended hereby or in any connection herewith, each of the Loan Documents shall automatically continue in full force and effect. This Agreement restates and replaces, in its entirety, the Existing Credit Agreement; from and after the Closing Date, any reference in any of the 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 a reference deemed to the applicable language have agreed that its Revolving Commitment set forth on Schedule I hereto replaces in Article X hereof. Notwithstanding anything herein to the contrary, in no event shall the Liens securing its entirety such Lender’s “Revolving Commitment” under the Existing Credit Agreement or the obligations thereunder be deemed affected hereby, it being the intent and agreement (if any). Each of the Credit Parties that, except as otherwise provided in the Loan Documents, the Liens on the Collateral (Lenders party hereto that was a Lender under and as defined in the Existing Credit Agreement) granted to secure the obligations Agreement hereby waives any Event of the Credit Parties in connection with the Existing Credit Agreement Default under and the other Loan Documents (as defined in the Existing Credit Agreement)Agreement resulting from the restatement of those certain audited consolidated financial statements for PGI and its Subsidiaries for the Fiscal Years ended December 31, shall not be extinguished 2021 and shall remain validDecember 31, binding and enforceable securing the obligations under the Existing Credit Agreement, as amended and restated hereby. Each of the Borrowers party hereto that were not party to the Existing Credit Agreement hereby (a) acknowledges and agrees that (i) it is a Credit Party and a Loan Party for all purposes of the Loan Documents2022, including in each case the Intercreditor Agreementrelated statements of income, shareholders’ equity and (ii) the term “Borrower” when used in the Intercreditor Agreement in the context of Credit Agreement provisions includes such Borrower as the context may requirecash flows, and (b) agrees, acknowledges and consents which restatement occurred prior to the matters set forth in the Acknowledgment of and Consent and Agreement to Intercreditor and Collateral Agency Agreement attached to the Intercreditor Agreement as if such Borrower were an original party thereto. Notwithstanding the foregoing, no Designated Borrower that is a Foreign Subsidiary is granting a security interest in its assets to secure any obligations under this Agreement or any other Loan Documents. Each lender party to the Existing Credit Agreement that is not a party this Agreement shall have been paid in full with the proceeds of the funding on the Closing Date.

Amendment and Restatement. This (a) On the Restatement Date, the Original Credit Agreement constitutes an amendment shall be amended, restated and restatement superseded in its entirety by this Agreement. The parties hereto acknowledge and agree that (i) this Agreement, any Promissory Note, and the other Loan Documents executed and delivered in connection herewith do not constitute a novation, payment and reborrowing, or termination of the Existing Credit Agreement and the Existing Guaranty Agreement and as such, except for the indebtedness and other than obligations provided for in the Existing Credit Agreement (which indebtedness and obligations shall survive, be renewed, extended and restated by the terms of this Agreement), all terms and provisions of this Agreement supersede in their entirety the terms and provisions of the Existing Credit Agreement and the Existing Guaranty Agreement in their entirety. This Agreement is not intended as and shall not be construed as a release or novation of any or all of the obligations and liabilities existing under the Existing Credit AgreementTerm Loans, the Existing Guaranty Agreement and the Revolving Credit Commitments, or any other “Loan DocumentsObligations” (as defined in the Existing Original Credit Agreement). Any reference ) under the Original Credit Agreement as in effect prior to the Restatement Date; (ii) the “Existing Guaranty Loans” and “Obligations” (each as defined in the Original Credit Agreement") have not become due and payable prior to the Restatement Date as a result of the amendment and restatement of the Original Credit Agreement, except as otherwise expressly stated herein, (iii) such “Guaranty AgreementObligations” or are in all respects continuing with only the terms thereof being modified as provided in this Agreement; (iv) the Liens as granted hereunder under the Collateral Documents securing payment of such “Obligations” are in all respects continuing and in full force and effect and secure the payment of the Obligations (as defined in this Agreement) and are hereby fully ratified and affirmed; and (v) upon the effectiveness of this Agreement, (x) all loans outstanding under the Original Credit Agreement immediately before the effectiveness of this Agreement that are not repaid or terminated on the Restatement Date will be part of the Loans hereunder on the terms and conditions set forth in this Agreement, (y) the Existing Revolving Credit Commitments shall constitute Initial Revolving Credit Commitments hereunder on the terms and conditions set forth in this Agreement, and (z) the Administrative Agent shall make such transfers of funds as are necessary in order that the outstanding balance of such Loans, together with any Loans funded on the Restatement Date, reflect the respective Commitments of the Lenders hereunder as of the Restatement Date. Without limitation of the foregoing, each Borrower and each other Loan Party hereby fully and unconditionally ratifies and affirms all security interests granted pursuant to the Original Credit Agreement and the other Collateral Documents (as defined in the Original Credit Agreement) and agrees that all collateral granted thereunder shall from and after the Restatement Date secure all Obligations hereunder. (b) Notwithstanding the modifications effected by this Agreement of the representations, warranties and covenants of the Loan Parties contained in the Original Credit Agreement, the Borrowers and each other Loan Party acknowledge and agree that any causes of action or other rights created in favor of any Lender and its successors arising out of the representations and warranties of any Loan Party made prior to the Restatement Date and contained in or delivered (including representations and warranties delivered in connection with the making of the loans or other extensions of credit thereunder) in connection with the Original Credit Agreement or any other Loan Document executed in connection therewith prior to the Restatement Date shall survive the execution and delivery of this Agreement; provided, however, that it is understood and agreed that monetary obligations of the Borrowers under the Original Credit Agreement in respect of the loans thereunder are now monetary obligations of the Borrowers as evidenced by this Agreement; provided, further, that the Obligations under the other Loan Documents shall automatically be deemed also continue in full force and effect including, without limitation, the Obligations of each Loan Party pursuant to the Collateral Documents. (c) All indemnification obligations of each Loan Party pursuant to the Original Credit Agreement (including any arising from a breach of the representations thereunder) shall survive the amendment and restatement of the Original Credit Agreement pursuant to this Agreement. (d) On and after the Restatement Date, each reference in the Loan Documents to the “Credit Agreement”, “thereunder”, “thereof” or similar words referring to the Original Credit Agreement shall mean and be a reference to the applicable language in Article X hereof. this Agreement. (e) Notwithstanding anything herein to the contrary, in no event shall if all or any part of any payment that is the Liens securing the Existing Credit Agreement responsibility of Loan Parties under or the obligations thereunder be deemed affected hereby, it being the intent and agreement on account of the Credit Parties that, except as otherwise provided in the Loan Documents, the Liens on the Collateral (as defined in the Existing Original Credit Agreement) granted to secure the obligations of the Credit Parties in connection with the Existing Credit Agreement and , this Agreement, the other Loan Documents (as defined in the Existing Original Credit Agreement and this Agreement), shall or any agreement, instrument or other document executed or delivered by the Loan Parties in connection herewith or therewith is invalidated, set aside, declared or found to be void or voidable or required to be repaid to the issuer or to any trustee, custodian, receiver, conservator, master, liquidator or any other person pursuant to any bankruptcy law or pursuant to any common law or equitable cause then, to the extent of such invalidation, set aside, voidness, voidability or required repayment, such payment would be deemed to not be extinguished have been paid, and shall remain valid, binding and enforceable securing the obligations of the Loan Parties in respect thereof would be immediately and automatically revived without the necessity of any action by the Administrative Agent or any Lender. (f) If at any time after the Restatement Date the Administrative Agent determines in its sole discretion that it is necessary or desirable to amend, restate, amend and restate, supplement, replace, or otherwise modify any existing Collateral Documents executed prior to the Restatement Date in connection with the Original Credit Agreement in order to extend, maintain, or reaffirm all collateral and Liens granted thereunder as security for all Obligations under the Existing Credit this Agreement, as amended then Holdings and restated hereby. Each of the Borrowers party hereto that were not party to the Existing Credit Agreement hereby (a) acknowledges will, and agrees that will cause each other Loan Party to, as applicable, (i) it is a Credit Party execute any and a Loan Party for all purposes of the Loan such amendments, restatements, replacements and/or other modifications to such Collateral Documents, including the Intercreditor Agreement, and (ii) the term “Borrower” when used do, execute, acknowledge, deliver, record, re-record, file, re- file, register and re-register any and all such further acts (including notices to third parties), deeds, certificates, assurances and other instruments, in the Intercreditor Agreement in the context of Credit Agreement provisions includes such Borrower each case as the context Administrative Agent may requirereasonably request in order to ensure or reaffirm the creation, perfection and (b) agrees, acknowledges and consents priority of the Liens created or intended to the matters set forth in the Acknowledgment of and Consent and Agreement to Intercreditor and be created under such Collateral Agency Agreement attached to the Intercreditor Agreement Documents as if such Borrower were an original party thereto. Notwithstanding the foregoing, no Designated Borrower that is a Foreign Subsidiary is granting a security interest in its assets to secure any obligations for all Obligations under this Agreement or any other Loan Documents. Each lender party to the Existing Credit Agreement that is not a party this Agreement shall have been paid in full accordance with the proceeds of the funding on the Closing DateCollateral and Guarantee requirement.

Amendment and Restatement. This Agreement constitutes an amendment and restatement of The parties hereto agree that, on the Closing Date, the following transactions shall be deemed to occur automatically, without further action by any party hereto: (a) the Existing Credit Agreement and the Existing Guaranty Agreement and as such, except for the indebtedness and other than obligations provided for in the Existing Credit Agreement (which indebtedness and obligations shall survive, be renewed, extended and restated by the terms of this Agreement), all terms and provisions of this Agreement supersede in their entirety the terms and provisions of the Existing Credit Agreement and the Existing Guaranty Agreement in their entirety. This Agreement is not intended as and shall not be construed as a release or novation of any or all of the obligations and liabilities existing under the Existing Credit Agreement, the Existing Guaranty Agreement and the “Loan Documents” (as defined in the Existing Credit Agreement). Any reference to “Existing Guaranty Agreement", “Guaranty Agreement” or the terms thereof in any of the Loan Documents shall automatically be deemed to be a reference amended and restated in its entirety pursuant to the applicable language in Article X hereof. Notwithstanding anything herein to the contrarythis Agreement, in no event shall the Liens securing the Existing Credit Agreement or the obligations thereunder be deemed affected hereby, it being the intent and agreement of the Credit Parties that, except as otherwise provided in the Loan Documents, the Liens on the Collateral (b) all Obligations (as defined in the Existing Credit Agreement) granted to secure the obligations of the Credit Parties in connection with under the Existing Credit Agreement shall be deemed to be Obligations outstanding hereunder and this Agreement shall not constitute a novation of such Obligations or any of the rights, duties and obligations of the parties hereunder and (c) all references in the other Loan Credit Documents (as defined in the Existing Credit Agreement), shall not be extinguished and shall remain valid, binding and enforceable securing the obligations under the Existing Credit Agreement, as amended and restated hereby. Each of the Borrowers party hereto that were not party to the Existing Credit Agreement hereby (a) acknowledges shall be deemed to refer without further amendment to this Agreement. The parties hereto further acknowledge and agrees agree that (i) it is a Credit Party and a Loan Party for all purposes of the Loan Documents, including the Intercreditor Agreement, and (ii) the term “Borrower” when used in the Intercreditor Agreement in the context of Credit Agreement provisions includes such Borrower as the context may require, and (b) agrees, acknowledges and consents to the matters set forth in the Acknowledgment of and Consent and Agreement to Intercreditor and Collateral Agency Agreement attached to the Intercreditor Agreement as if such Borrower were an original party thereto. Notwithstanding the foregoing, no Designated Borrower that is a Foreign Subsidiary is granting a security interest in its assets to secure any obligations under this Agreement or any other Loan Documents. Each lender party constitutes an amendment to the Existing Credit Agreement made under and in accordance with the terms of Section 11.01 of the Existing Facility Agreement. All revolving loans 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 in an equivalent amount and with the same Interest Period (to the extent applicable for Eurocurrency Rate Loans) hereunder as of the Closing Date and in connection therewith, the Administrative Agent, the Borrowers and the Lenders hereby acknowledge and agree that is not a party this the revolving commitments in effect under the Existing Credit Agreement shall immediately prior to the Closing Date have been paid in full with reallocated to the proceeds of Revolving Commitments set forth on Schedule 2.01 and the funding revolving loans outstanding under 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 DateDate and do not require any Assignment and Assumption or any other action of any Person.

Amendment and Restatement. This Agreement constitutes an amendment On the Restatement Date, the First Amended and restatement of the Existing Restated Credit Agreement shall be amended, restated and the Existing Guaranty Agreement and as such, except for the indebtedness and other than obligations provided for superseded in the Existing Credit Agreement (which indebtedness and obligations shall survive, be renewed, extended and restated by the terms of this Agreement), all terms and provisions of this Agreement supersede in their entirety the terms and provisions of the Existing Credit Agreement and the Existing Guaranty Agreement in their its entirety. This Agreement is not intended as The parties hereto acknowledge and shall not be construed as a release or novation of any or all of the obligations and liabilities existing under the Existing Credit Agreement, the Existing Guaranty Agreement and the “Loan Documents” agree that (as defined in the Existing Credit Agreement). Any reference to “Existing Guaranty Agreement", “Guaranty Agreement” or the terms thereof in any of the Loan Documents shall automatically be deemed to be a reference to the applicable language in Article X hereof. Notwithstanding anything herein to the contrary, in no event shall the Liens securing the Existing Credit Agreement or the obligations thereunder be deemed affected hereby, it being the intent and agreement of the Credit Parties that, except as otherwise provided in the Loan Documents, the Liens on the Collateral (as defined in the Existing Credit Agreementi) granted to secure the obligations of the Credit Parties in connection with the Existing Credit this Agreement and the other Loan Documents executed and delivered in connection herewith do not constitute a novation, payment and reborrowing, or termination of the "Obligations" (as defined in the Existing First Amended and Restated Credit Agreement), shall not be extinguished and shall remain valid, binding and enforceable securing the obligations ) under the Existing First Amended and Restated Credit Agreement as in effect prior to the Restatement Date; (ii) such "Obligations" are in all respects continuing with only the terms thereof being modified as provided in this Agreement; (iii) the Liens as granted under the Loan Documents securing payment of such "Obligations" are in all respects continuing and in full force and effect and secure the payment of the Obligations (as defined in this Agreement) and are hereby fully ratified and affirmed; and (iv) upon the effectiveness of this Agreement all loans and letters of credit outstanding under the First Amended and Restated Credit Agreement immediately before the effectiveness of this Agreement will be part of the Loans and Letters of Credit hereunder on the 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 Borrower contained in the First Amended and Restated Credit Agreement, as amended and restated hereby. Each of the Borrowers party hereto that were not party to the Existing Credit Agreement hereby (a) Borrower acknowledges and agrees that (i) it is a Credit Party any causes of action or other rights created in favor of any Lender and a Loan Party for all purposes its successors arising out of the Loan Documents, representations and warranties of Borrower contained in or delivered (including representations and warranties delivered in connection with the Intercreditor Agreement, making of the loans or other extensions of credit thereunder) in connection with the First Amended and (ii) the term “Borrower” when used in the Intercreditor Agreement in the context of Restated Credit Agreement provisions includes such shall survive the execution and delivery of this Agreement. All indemnification obligations of Borrower as the context may require, and (b) agrees, acknowledges and consents pursuant to the matters set forth in the Acknowledgment of First Amended and Consent and Agreement to Intercreditor and Collateral Agency Agreement attached to the Intercreditor Agreement as if such Borrower were an original party thereto. Notwithstanding the foregoing, no Designated Borrower that is a Foreign Subsidiary is granting a security interest in its assets to secure any obligations under this Agreement or any other Loan Documents. Each lender party to the Existing Restated Credit Agreement that is not (including any arising from a party this Agreement shall have been paid in full with the proceeds breach of the funding on representations thereunder) shall survive the Closing Dateamendment and restatement of the First Amended and Restated Credit Agreement pursuant to this Agreement.

Amendment and Restatement. This Agreement constitutes an amendment and restatement of The Borrower, the Existing Credit Agreement Agents and the Existing Guaranty Agreement and as such, except for Lenders hereby agree that upon the indebtedness and other than obligations provided for in the Existing Credit Agreement (which indebtedness and obligations shall survive, be renewed, extended and restated by the terms effectiveness of this Agreement), all terms and provisions of this Agreement supersede in their entirety the terms and provisions of the Existing Credit Original Agreement shall be and hereby are amended and restated in their entirety by the terms and conditions of this Agreement and the Existing Guaranty Agreement in their entirety. This Agreement is not intended as terms and shall not be construed as a release or novation of any or all provisions of the obligations and liabilities existing under the Existing Credit Original Agreement, the Existing Guaranty Agreement and the “Loan Documents” (as defined in the Existing Credit Agreement). Any reference to “Existing Guaranty Agreement", “Guaranty Agreement” or the terms thereof in any of the Loan Documents shall automatically be deemed to be a reference to the applicable language in Article X hereof. Notwithstanding anything herein to the contrary, in no event shall the Liens securing the Existing Credit Agreement or the obligations thereunder be deemed affected hereby, it being the intent and agreement of the Credit Parties that, except as otherwise provided in the Loan Documentsnext paragraph, shall be superseded by this Agreement. Notwithstanding the amendment and restatement of the Original Agreement by this Agreement, the Liens Borrower shall continue to be liable to the Original Agent and the Original Lenders with respect to agreements on the Collateral (as defined in the Existing Credit Agreement) granted to secure the obligations part of the Credit Parties Borrower under the Original Agreement to indemnify and hold harmless the Original Agent and the Original Lenders from and against all claims, demands, liabilities, damages, losses, costs, charges and expenses to which the Original Agent and the Original Lenders may be subject arising in connection with the Existing Credit Original Agreement. All security interests heretofore created in favor of the Collateral Agent for the benefit of the Original Lenders shall continue in full force and effect and shall continue to secure payment of all of the Obligations. This Agreement is given as a substitution of, and not as a payment of, the obligations of Borrower under the Original Agreement and is not intended to constitute a novation of the other Loan Documents (Original Agreement. Except as defined otherwise selected by the Borrower by delivery of a Borrowing Notice or Interest Rate Selection Notice prior to the Closing Date in accordance with the Existing Credit Agreement)terms hereof, upon the effectiveness of this Agreement all amounts outstanding and owing by Borrower under the Original Agreement as of the Closing Date, shall not be extinguished and shall remain valid, binding and enforceable securing constitute Advances hereunder accruing interest with respect to the obligations Base Rate Loans under the Existing Credit Original Agreement, as amended and restated herebyat the Base Rate hereunder. Each of The parties hereto agree that the Borrowers party hereto that were not party to the Existing Credit Agreement hereby (a) acknowledges and agrees that (i) it is a Credit Party and a Loan Party Interest Periods for all purposes of Eurodollar Loans outstanding under the Loan Documents, including the Intercreditor Agreement, and (ii) the term “Borrower” when used in the Intercreditor Original Agreement in the context of Credit Agreement provisions includes such Borrower as the context may require, and (b) agrees, acknowledges and consents to the matters set forth in the Acknowledgment of and Consent and Agreement to Intercreditor and Collateral Agency Agreement attached to the Intercreditor Agreement as if such Borrower were an original party thereto. Notwithstanding the foregoing, no Designated Borrower that is a Foreign Subsidiary is granting a security interest in its assets to secure any obligations under this Agreement or any other Loan Documents. Each lender party to the Existing Credit Agreement that is not a party this Agreement shall have been paid in full with the proceeds of the funding on the Closing DateDate shall be terminated, the Original Lenders shall grant a one-time waiver of any payments required under Section 2.6.3 of the Original Agreement to the Lenders and the Borrower shall furnish to the Administrative Agent Interest Rate Selection Notices for existing Loans and Borrowing Notices for additional Loans as may be required in connection with the allocation of Loans among Lenders in accordance with their Applicable Commitment Percentages.

Amendment and Restatement. This Agreement constitutes an amendment and restatement of The Borrowers, the Existing Credit Agreement Lenders and the Existing Guaranty Agreement Administrative Agent agree that, upon (i) the execution and as such, except for the indebtedness and other than obligations provided for in the Existing Credit Agreement (which indebtedness and obligations shall survive, be renewed, extended and restated by the terms of this Agreement), all terms and provisions delivery of this Agreement supersede by each of the parties hereto and (ii) satisfaction (or waiver by the aforementioned parties) of the conditions precedent set forth in their entirety Section 4.01, the terms and provisions of the Existing Credit Agreement shall be and the Existing Guaranty Agreement hereby are amended, superseded and restated in their entiretyentirety by the terms and provisions of this Agreement. This Agreement is not intended as to and shall not be construed as constitute a release or novation of any the Existing Credit Agreement or all the Indebtedness created thereunder. Notwithstanding the foregoing, or anything to the contrary set forth herein, the parties hereto and the “Australian Borrower” and the “Malaysian Borrower” (each term as defined in the Existing Credit Agreement and together, the “Departing Borrowers”) agree and acknowledge that the “Australian Borrower” and the “Malaysian Borrower” shall not be a party to this Agreement as of the Effective Date and shall not have any duties or obligations under or in connection herewith. The Lenders hereby agree and acknowledge that all “Obligations” (as defined in the Existing Credit Agreement) owing by the “Australian Borrower” and the “Malaysian Borrower” have been paid in full (other than contingent indemnity obligations and liabilities existing other contingent obligations under the “Loan Documents” as defined in the Existing Credit Agreement). The commitment of each Lender that is a party to the Existing Credit Agreement shall, on the Effective Date, automatically be deemed amended and the only commitments 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, Agreement which are outstanding on the Existing Guaranty Effective Date shall continue as Revolving Loans and Letters of Credit 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). Any reference ) to the “Existing Guaranty Agreement", “Guaranty Credit Agreement” or and the terms thereof in any of the “Loan Documents Documents” shall automatically be deemed to be a reference refer to this Agreement and the applicable language in Article X hereof. Notwithstanding anything herein to the contraryLoan Documents, in no event shall the Liens securing (c) all obligations constituting “Obligations” under the Existing Credit Agreement with any Lender or the obligations thereunder be deemed affected hereby, it being the intent and agreement any Affiliate of the Credit Parties that, except as otherwise provided in the Loan Documents, the Liens any Lender which are outstanding on the Collateral (Effective Date shall continue as defined in the Existing Credit Agreement) granted to secure the obligations of the Credit Parties in connection with the Existing Credit Obligations under this Agreement and the other Loan Documents and (as defined d) the Administrative Agent shall make such reallocations, sales, assignments or other relevant actions in the Existing Credit Agreement), shall not be extinguished respect of each Revolving Lender’s credit and shall remain valid, binding and enforceable securing the obligations loan exposure under the Existing Credit Agreement, Agreement as amended are necessary in order that Obligations in respect of Revolving Loans and restated hereby. Each Letters of Credit and related interest and fees due and payable to a Revolving Lender hereunder reflect such Revolving Lender’s ratable share of the Borrowers party hereto that were not party to aggregate of all such Obligations on the Existing Credit Agreement hereby (a) acknowledges and agrees that (i) it is a Credit Party and a Loan Party for all purposes of the Loan Documents, including the Intercreditor AgreementEffective Date, and (ii) each Borrower hereby agrees to compensate each Lender for any and all losses, costs and expenses incurred by such Lender in connection with the term “Borrower” when used sale and assignment of any Eurocurrency Loans on the terms and in the Intercreditor Agreement in the context of Credit Agreement provisions includes such Borrower as the context may require, and (b) agrees, acknowledges and consents to the matters manner set forth in the Acknowledgment of and Consent and Agreement to Intercreditor and Collateral Agency Agreement attached to the Intercreditor Agreement as if such Borrower were an original party thereto. Notwithstanding the foregoing, no Designated Borrower that is a Foreign Subsidiary is granting a security interest in its assets to secure any obligations under this Agreement or any other Loan Documents. Each lender party to the Existing Credit Agreement that is not a party this Agreement shall have been paid in full with the proceeds of the funding on the Closing DateSection 2.16 hereof.

Amendment and Restatement. This 54 6 EXHIBITS Exhibit A Form of Assignment and Acceptance Exhibit B Form of Informal Borrowing Base Certificate Exhibit C Form of Replacement Promissory Note Exhibit D Intentionally Omitted Exhibit E Intentionally Omitted Exhibit F Form of Notice of Borrowing Exhibit G Form of Opinion of Counsel SCHEDULES Schedule 1 Schedule of Lending Offices (Domestic and Eurocurrency) Schedule 2 Schedule of Pending Litigation Schedule 3 Schedule of Existing Debt and Guarantees Schedule 4 Schedule of Existing Liens Schedule 5 Schedule of Existing Investments Schedule 6 Schedule of Transactions with Affiliates Schedule 7 Schedule of Subsidiaries Schedule 8 Schedule of Payment Offices for Alternative Currencies. Schedule 9 Schedule of Commitments 7 AMENDED AND RESTATED MULTICURRENCY CREDIT AGREEMENT (the "Agreement") dated as of March 31, 1999 by and among LECRXX XXXPORATION, a Delaware corporation (the "Borrower"), the banks (the "Lenders") listed on the signature pages hereof, and THE CHASE MANHATTAN BANK ("Chase") as agent (the "Agent") for the Lenders hereunder. The Borrower, the Lenders and the Agent are parties to a Multicurrency Credit Agreement constitutes an amendment dated as of December 12, 1995 (as amended from time to time, the "Existing Credit Agreement"). The Borrower, the Lenders and restatement the Agent have agreed to amend and restate the Existing Credit Agreement so as to, among other things, amend the aggregate of Lenders' Commitments and amend certain provisions of the Existing Agreement. The Borrower, Lenders and the Agent intend that this Amended and Restated Credit Agreement and the Amended and Restated Promissory Notes (the "Notes", as defined below) executed in connection herewith not effect a novation of obligations of the Borrower under the Existing Credit Agreement and the Existing Guaranty Agreement notes issued pursuant thereto, but merely constitute a restatement, and as suchwhere applicable, except for the indebtedness and other than obligations provided for in the Existing Credit Agreement (which indebtedness and obligations shall survive, be renewed, extended and restated by an amendment to the terms of this Agreement), all terms and provisions of this Agreement supersede in their entirety the terms and provisions of the Existing Credit Agreement and the Existing Guaranty Agreement in their entirety. This Agreement is not intended as and shall not be construed as a release or novation of any or all of the obligations and liabilities existing under the Existing Credit Agreement, the Existing Guaranty Agreement and the “Loan Documents” (as defined in the Existing Credit Agreement). Any reference to “Existing Guaranty Agreement", “Guaranty Agreement” or the terms thereof in any of the Loan Documents shall automatically be deemed to be a reference to the applicable language in Article X hereof. Notwithstanding anything herein to the contrary, in no event shall the Liens securing the Existing Credit Agreement or the obligations thereunder be deemed affected hereby, it being the intent and agreement of the Credit Parties that, except as otherwise provided in the Loan Documents, the Liens on the Collateral (as defined in the Existing Credit Agreement) granted to secure the obligations of the Credit Parties in connection with the Existing Credit Agreement and the other Loan Documents (as defined in the Existing Credit Agreement), shall not be extinguished and shall remain valid, binding and enforceable securing the obligations under the Existing Credit Agreement, as amended and restated hereby. Each of the Borrowers party hereto that were not party to the Existing Credit Agreement hereby (a) acknowledges and agrees that (i) it is a Credit Party and a Loan Party for all purposes of the Loan Documents, including the Intercreditor Agreement, and (ii) the term “Borrower” when used in the Intercreditor Agreement in the context of Credit Agreement provisions includes governing such Borrower as the context may require, and (b) agrees, acknowledges and consents to the matters set forth in the Acknowledgment of and Consent and Agreement to Intercreditor and Collateral Agency Agreement attached to the Intercreditor Agreement as if such Borrower were an original party thereto. Notwithstanding the foregoing, no Designated Borrower that is a Foreign Subsidiary is granting a security interest in its assets to secure any obligations under this Agreement or any other Loan Documents. Each lender party to the Existing Credit Agreement that is not a party this Agreement shall have been paid in full with the proceeds of the funding on the Closing Dateobligations.

Amendment and Restatement. This Agreement constitutes an amendment and restatement of The parties hereto agree that, on the Closing Date, the following transactions shall be deemed to occur automatically, without further action by any party hereto: (a) the Existing Credit Agreement and the Existing Guaranty Agreement and as such, except for the indebtedness and other than obligations provided for in the Existing Credit Agreement (which indebtedness and obligations shall survive, be renewed, extended deemed to be amended and restated by the terms of in its entirety pursuant to this Agreement), all terms and provisions of this Agreement supersede in their entirety (b) the terms and provisions of the Existing Credit Agreement and the Existing Guaranty Agreement in their entirety. This Agreement is not intended as and shall not be construed as a release or novation of any or all of the obligations and liabilities existing under the Existing Credit Agreement, the Existing Guaranty Agreement and the “Loan Documents” Collateral Documents (as defined in the Existing Credit Agreement). Any reference Agreement and giving effect to “Existing Guaranty Agreement", “Guaranty Agreement” or the terms thereof in any of the Loan Documents shall automatically be deemed to be a reference to the applicable language in Article X hereof. Notwithstanding anything herein to the contrary, in no event shall amendments thereto) and the Liens created thereunder in favor of Regions Bank as the Collateral Agent and/or the Administrative Agent and securing the Existing Credit Agreement or the obligations thereunder be deemed affected hereby, it being the intent and agreement of the Credit Parties that, except as otherwise provided in the Loan Documents, the Liens on the Collateral (as defined in the Existing Credit Agreement) granted to secure the obligations of the Credit Parties in connection with the Existing Credit Agreement and the other Loan Documents Obligations (as defined in the Existing Credit Agreement), shall not be extinguished remain in full force and shall remain valideffect with respect to the Obligations and are hereby reaffirmed, binding and enforceable securing (c) all Obligations (as defined in the obligations Existing Credit Agreement) under the Existing Credit Agreement, as amended Agreement shall be deemed to be Obligations outstanding hereunder and restated hereby. Each this Agreement shall not constitute a novation of such Obligations or any of the Borrowers party hereto that were not party rights, duties and obligations of the parties hereunder and (d) all references in the other Credit Documents to the Existing Credit Agreement hereby (a) acknowledges shall be deemed to refer without further amendment to this Agreement. The parties hereto further acknowledge and agrees agree that (i) it is a Credit Party and a Loan Party for all purposes of the Loan Documents, including the Intercreditor Agreement, and (ii) the term “Borrower” when used in the Intercreditor Agreement in the context of Credit Agreement provisions includes such Borrower as the context may require, and (b) agrees, acknowledges and consents to the matters set forth in the Acknowledgment of and Consent and Agreement to Intercreditor and Collateral Agency Agreement attached to the Intercreditor Agreement as if such Borrower were an original party thereto. Notwithstanding the foregoing, no Designated Borrower that is a Foreign Subsidiary is granting a security interest in its assets to secure any obligations under this Agreement or any other Loan Documents. Each lender party 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 is not a party this the Revolving Commitments (as defined in the Existing Credit Agreement) in effect under the Existing Credit Agreement shall immediately prior to the Closing Date have been paid reallocated to the Revolving Commitments set forth on Appendix A and the Revolving Loans (as defined in full with the proceeds of Existing Credit Agreement) outstanding under the funding 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] 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 % 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 1. On _______________, 20__ (which is a Business Day). 2. In the amount of $__________. 3. Comprised of ______________ (Type of Loan requested). 4. For Term SOFR Loans: with an Interest Period of __________ month[s].

Amendment and Restatement. This Agreement constitutes an amendment and restatement of (a) On the Effective Date, the Existing Credit Agreement shall be amended, restated and superseded in its entirety by this Agreement. The parties hereto acknowledge and agree that (i) this Agreement, any Notes delivered pursuant to Section 2.10(e) and the Existing Guaranty Agreement other Credit Documents executed and as suchdelivered in connection herewith do not constitute a novation, except for the indebtedness payment and other than obligations provided for in the Existing Credit Agreement (which indebtedness and obligations shall survivereborrowing, be renewed, extended and restated by the terms of this Agreement), all terms and provisions of this Agreement supersede in their entirety the terms and provisions or termination of the Existing Credit Agreement and the Existing Guaranty Agreement in their entirety. This Agreement is not intended as and shall not be construed as a release or novation of any or all of the obligations and liabilities existing under the Existing Credit Agreement, the Existing Guaranty Agreement and the “Loan DocumentsSecured Obligations” (as defined in the Existing Credit Agreement). Any reference to “Existing Guaranty Agreement", “Guaranty Agreement” or the terms thereof in any of the Loan Documents shall automatically be deemed to be a reference to the applicable language in Article X hereof. Notwithstanding anything herein to the contrary, in no event shall the Liens securing ) under the Existing Credit Agreement or as in immediately effect prior to the obligations thereunder be deemed affected hereby, it Effective Date and (ii) such “Secured Obligations” are in all respects continuing with only the terms thereof being modified as provided in this Agreement and the intent and agreement Security Documents. (b) Notwithstanding the modifications effected by this Agreement of the Credit Parties thatrepresentations, except as otherwise provided in warranties and covenants of the Loan Documents, the Liens on the Collateral (as defined Borrower contained in the Existing Credit Agreement) granted to secure , the obligations Borrower acknowledges and agrees that any causes of action or other rights created in favor of the Credit Parties Administrative Agent, the Collateral Agent, any Lender or their respective successors arising out of the representations and warranties of the Borrower made (including representations and warranties or deemed made in connection with the making of Loans or other extensions of credit thereunder) in connection with the Existing Credit Agreement shall survive the execution and delivery of this Agreement; provided, however, that it is understood and agreed that the other Loan Documents (as defined in Borrower’s monetary obligations under the Existing Credit Agreement in respect of the loans and letters of credit thereunder are evidenced by this Agreement as provided in Article II hereof. (c) All indemnification obligations of the Borrower pursuant to the Existing Credit Agreement (including any arising from a breach of the representations thereunder) shall survive the amendment and restatement of the Existing Credit Agreement pursuant to this Agreement). (d) The Continuing Lenders, shall not be extinguished and shall remain valid, binding and enforceable securing constituting the obligations “Required Lenders” under the Existing Credit Agreement, as amended and restated hereby. Each hereby waive (i) the requirement pursuant to Section 2.09(c) of the Borrowers party hereto that were not party to the Existing Credit Agreement hereby (a) acknowledges and agrees that (i) it is a the Borrower deliver prior notice of its election to terminate the “Commitments” under the Existing Credit Party and a Loan Party for all purposes of the Loan Documents, including the Intercreditor Agreement, Agreement and (ii) the term “Borrower” when used in the Intercreditor Agreement in the context requirement pursuant to Section 2.11(b) of Credit Agreement provisions includes such Borrower as the context may require, and (b) agrees, acknowledges and consents to the matters set forth in the Acknowledgment of and Consent and Agreement to Intercreditor and Collateral Agency Agreement attached to the Intercreditor Agreement as if such Borrower were an original party thereto. Notwithstanding the foregoing, no Designated Borrower that is a Foreign Subsidiary is granting a security interest in its assets to secure any obligations under this Agreement or any other Loan Documents. Each lender party to the Existing Credit Agreement that is not a party this Agreement shall have been paid in full with the proceeds Borrower deliver prior notice of its election to prepay all outstanding “Loans” under the funding on the Closing DateExisting Credit Agreement.

Amendment and Restatement. This On the Effective Date, (i) this Agreement constitutes an amendment shall amend and restatement of restate the Existing Credit Agreement and the Existing Guaranty Agreement and as suchin its entirety but, except for the indebtedness and other than obligations provided for in avoidance of doubt, this Agreement shall not constitute a novation of the Existing Credit Agreement (which indebtedness parties' rights and obligations shall survivethereunder, be renewed, extended and restated by the terms of this Agreement), all terms and provisions of this Agreement supersede in their entirety the terms and provisions of the Existing Credit Agreement and the Existing Guaranty Agreement in their entirety. This Agreement is not intended as and shall not be construed as a release or novation of any or all of the obligations and liabilities existing under the Existing Credit Agreement, the Existing Guaranty Agreement and the “Loan Documents” (as defined in the Existing Credit Agreement). Any reference to “Existing Guaranty Agreement", “Guaranty Agreement” or the terms thereof in any of the Loan Documents shall automatically be deemed to be a reference to the applicable language in Article X hereof. Notwithstanding anything herein to the contrary, in no event shall ii) the Liens securing and security interests as granted under the Existing Credit Agreement or the obligations thereunder be deemed affected hereby, it being the intent and agreement of the Credit Parties that, except as otherwise provided in the any Loan Documents, the Liens on the Collateral Document (as defined in the Existing Credit Agreement) granted to secure securing payment of indebtedness, liabilities and obligations thereunder are in all respects continuing and in full force and effect, (iii) the obligations of parties hereto agree and acknowledge that (x) the Revolving Credit Parties Facility set forth in connection with Section 2.1(b) is provided as an “Incremental Revolving Tranche Facility” under and as defined in the Existing Credit Agreement and the other Loan Documents “Revolving Credit Commitments” as defined in and under the Existing Credit Agreement and the revolving credit facility provided pursuant to Section 2.1(b) of the Existing Credit Agreement shall terminate simultaneously with the repayment of amounts owing with respect thereto and the effectiveness of the Revolving Credit Facility provided herein and (y) the Term A Facility set forth in subsection 2.1(a) is provided as an “Incremental Term Facility” under and as defined in the Existing Credit Agreement)Agreement and the term B facility provided pursuant to Section 2.1(a) of the Existing Credit Agreement shall terminate simultaneously with the repayment of amounts owing with respect thereto and the funding and effectiveness of the Term A Facility provided herein, shall not be extinguished and shall remain valid, binding and enforceable securing (iv) the obligations lenders under the Existing Credit Agreement, Agreement who elect to become Lenders (“Continuing Lenders”) under this Agreement waive any restrictions on or requirements for Incremental Facilities as amended defined in and restated hereby. Each of the Borrowers party hereto that were not party to under in the Existing Credit Agreement hereby and (av) acknowledges the Revolving Credit Commitments and agrees that (i) it is a Credit Party and a Term A Loan Party for all purposes Commitments of each of the Loan Documents, including the Intercreditor Agreement, and (ii) the term “Borrower” when used in the Intercreditor Agreement in the context of Credit Agreement provisions includes such Borrower Continuing Lenders shall be as the context may require, and (b) agrees, acknowledges and consents to the matters set forth in the Acknowledgment of and Consent and Agreement to Intercreditor and Collateral Agency Agreement attached to the Intercreditor Agreement as if such Borrower were an original party thereto. Notwithstanding the foregoing, no Designated Borrower that is a Foreign Subsidiary is granting a security interest in its assets to secure any obligations under this Agreement or any other Loan Documents. Each lender party to the Existing Credit Agreement that is not a party this Agreement shall have been paid in full with the proceeds of the funding on the Closing DateSchedule 2.1.

Amendment and Restatement. This Agreement constitutes an amendment In order to facilitate the Restatement and restatement otherwise to effectuate the desires of the Borrowers, the Administrative Agent and the Lenders: (a) Simultaneously with the Closing Date and the funding of the Borrowing of Revolving Credit Loans on the Closing Date, the parties hereby agree that the Commitments shall be as set forth in Schedule 2.01, the Loans and other Outstanding Amounts outstanding under the Original Credit Agreement shall be reallocated in accordance with such Commitments, approximately $195,000,000 of proceeds of the initial Borrowing of Revolving Credit Loans will be applied on the Closing Date to the prepayment of Term Loans outstanding under the Original Credit Agreement so that the Outstanding Amount of Term Loans upon the effectiveness hereof shall be $200,000,000, and the requisite assignments shall be deemed to be made in such amounts by and among the Lenders and from each Lender to each other Lender, with the same force and effect as if such assignments were evidenced by applicable assignment agreements required pursuant to Section 10.06 of the Original Credit Agreement. Notwithstanding anything to the contrary in Section 10.06 of the Original Credit Agreement or Section 10.06 of this Agreement, no other documents or instruments, including any assignment agreements, shall be executed in connection with these assignments (all of which requirements are hereby waived), and such assignments shall be deemed to be made with all applicable representations, warranties and covenants as if evidenced by an assignment agreement. On the Closing Date, the Lenders shall make full cash settlement with each other and each Existing Lender that will not be a Lender after the Closing Date 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 Commitments (as such term is defined in the Original Credit Agreement) such that after giving effect to such settlements each Lender’s Applicable Percentage(s) shall be as set forth on Schedule 2.01. (b) Each Borrower, the Administrative Agent, and the Lenders hereby agree that upon the effectiveness of this Agreement and the Existing Guaranty Agreement and as such, except for assignments made in accordance with the indebtedness and other than obligations provided for in the Existing Credit Agreement immediately preceding clause (which indebtedness and obligations shall survive, be renewed, extended and restated by the terms of this Agreementb), all terms and provisions of this Agreement supersede in their entirety the terms and provisions of the Existing Original Credit Agreement which in any manner govern or evidence the Obligations, the rights and interests of the Administrative Agent and the Existing Guaranty Agreement Lenders and any terms, conditions or matters related to any thereof, shall be and hereby are amended and restated in their entirety. This Agreement is not intended as entirety by the terms, conditions and shall not be construed as a release or novation provisions of any or all this Agreement, and the terms and provisions of the obligations and liabilities existing under the Existing Original Credit Agreement, except as otherwise expressly provided herein, shall be superseded by this Agreement. Notwithstanding this amendment and restatement of the Existing Guaranty Agreement Original Credit Agreement, including anything in this Section 1.10 and the in any related “Loan Documents” (as such term is defined in the Existing Original Credit Agreement). Any reference Agreement and referred to herein, individually or collectively, as the “Existing Guaranty Agreement", “Guaranty Agreement” or the terms thereof in any of the Prior Loan Documents shall automatically Documents”) that may be deemed to be a reference to the applicable language in Article X hereof. Notwithstanding anything herein to the contrary, (i) all of the indebtedness, liabilities and obligations owing by any Loan Party under the Original Credit Agreement and other Prior Loan Documents shall continue as Obligations hereunder, as set forth herein, and all indebtedness, liabilities and obligations of any Person other than a Loan Party under the Original Credit Agreement and other Prior Loan Documents shall continue as obligations of such Person hereunder, as set forth herein, (ii) each of this Agreement and the Notes and any other Loan Document (as defined herein) that is amended and restated in no event shall connection with this Agreement is given as a substitution of, and not as a payment of, the Liens securing indebtedness, liabilities and obligations of the Existing Borrowers under the Original Credit Agreement or any Prior Loan Document, and 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 Original Credit Agreement or of any of the other Prior Loan Documents or any obligations thereunder and (iii) the phrase “the term of this Agreement”, when used with respect to any allowance or “basket” provided for in any covenant hereunder, shall be deemed affected herebyto mean the period from the Closing Date through the Maturity Date. Upon the effectiveness of this Agreement, it being all Loans owing by the intent Borrowers and agreement outstanding under the Original Credit Agreement shall continue as Loans hereunder and shall constitute advances hereunder, and all Letters of Credit outstanding under the Credit Parties that, except as otherwise provided in the Loan Documents, the Liens on the Collateral (as defined in the Existing Credit Agreement) granted to secure the obligations of the Credit Parties in connection with the Existing Original Credit Agreement and any of the other Prior Loan Documents (shall continue as defined in Letters of Credit hereunder. Base Rate Loans under the Existing Original Credit Agreement), Agreement shall not be extinguished accrue interest at the Base Rate hereunder and the parties hereto agree that the Interest Periods for all Eurodollar Rate Loans outstanding under the Original Credit Agreement on the Closing Date shall remain validin effect without renewal, binding interruption or extension as Eurodollar Rate Loans under this Agreement and enforceable securing accrue interest at the obligations under Eurodollar Rate hereunder; provided, that on and after the Existing Credit AgreementClosing Date, as amended and restated hereby. Each of the Borrowers party hereto that were not party Applicable Rate applicable to the Existing Credit Agreement hereby (a) acknowledges and agrees that (i) it is a Credit Party and a any Loan Party for all purposes of the Loan Documents, including the Intercreditor Agreement, and (ii) the term “Borrower” when used in the Intercreditor Agreement in the context or Letter of Credit Agreement provisions includes such Borrower hereunder shall be as the context may require, and (b) agrees, acknowledges and consents to the matters set forth in the Acknowledgment definition of and Consent and Agreement Applicable Rate in Section 1.01, without regard to Intercreditor and Collateral Agency Agreement attached to any margin applicable thereto under the Intercreditor Agreement as if such Borrower were an original party thereto. Notwithstanding the foregoing, no Designated Borrower that is a Foreign Subsidiary is granting a security interest in its assets to secure any obligations under this Agreement or any other Loan Documents. Each lender party to the Existing Original Credit Agreement that is not a party this Agreement shall have been paid in full with the proceeds of the funding on prior to the Closing Date.

Amendment and Restatement. This Agreement constitutes an amendment and restatement It is the intention of each of the parties hereto that (a) the Existing Credit Agreement be amended and restated in its entirety pursuant to this Agreement so as to preserve the Existing Guaranty Agreement perfection and as such, except for the priority of all security interests securing indebtedness and other than obligations provided for in under the Existing Credit Agreement Agreement, (which indebtedness b) all Indebtedness and obligations Obligations of the Borrower and the Guarantors hereunder and under the other Loan Documents shall survive, be renewed, extended and restated secured by the terms of this Agreement), all terms liens and provisions of security interests evidenced under the Loan Documents and (c) this Agreement supersede in their entirety the terms and provisions of the Existing Credit Agreement and the Existing Guaranty Agreement in their entirety. This Agreement is does not intended as and shall not be construed as constitute a release novation or novation of any or all termination of the obligations and liabilities existing under the Existing Credit Agreement, Agreement (or serve to terminate Section 10.3 of the Existing Guaranty Credit Agreement and or any of the “Loan Documents” Borrower’s obligations thereunder with respect to the Administrative Agent (as defined in the Existing Credit Agreement) or the Lenders (as defined in the Existing Credit Agreement) or any other Indemnitee (as defined in the Existing Credit Agreement)). Any reference to “The parties hereto further acknowledge and agree that this Agreement constitutes an amendment of the Existing Guaranty Agreement", “Guaranty Agreement” or Credit Agreement made under and in accordance with the terms thereof of Section 10.2 of the Existing Credit Agreement. In addition, unless specifically amended hereby or in any connection herewith, each of the Loan Documents shall automatically continue in full force and effect. This Agreement restates and replaces, in its entirety, the Existing Credit Agreement; from and after the Amendment and Restatement US-DOCS\151470090.12 Effective Date, any reference in any of the 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 Amendment and Restatement Effective Date shall be a reference deemed to the applicable language have agreed that its Revolving Commitment set forth on Schedule I hereto replaces in Article X hereof. Notwithstanding anything herein to the contrary, in no event shall the Liens securing its entirety such Lender’s “Revolving Commitment” under the Existing Credit Agreement or the obligations thereunder be deemed affected hereby, it being the intent and agreement of the Credit Parties that, except as otherwise provided in the Loan Documents, the Liens on the Collateral (as defined in the Existing Credit Agreement) granted to secure the obligations of the Credit Parties in connection with the Existing Credit Agreement and the other Loan Documents (as defined in the Existing Credit Agreementif any), shall not be extinguished and shall remain valid, binding and enforceable securing the obligations under the Existing Credit Agreement, as amended and restated hereby. Each of the Borrowers party hereto that were not party to the Existing Credit Agreement hereby (a) acknowledges and agrees that (i) it is a Credit Party and a Loan Party for all purposes of the Loan Documents, including the Intercreditor Agreement, and (ii) the term “Borrower” when used in the Intercreditor Agreement in the context of Credit Agreement provisions includes such Borrower as the context may require, and (b) agrees, acknowledges and consents to the matters set forth in the Acknowledgment of and Consent and Agreement to Intercreditor and Collateral Agency Agreement attached to the Intercreditor Agreement as if such Borrower were an original party thereto. Notwithstanding the foregoing, no Designated Borrower that is a Foreign Subsidiary is granting a security interest in its assets to secure any obligations under this Agreement or any other Loan Documents. Each lender party to the Existing Credit Agreement that is not a party this Agreement shall have been paid in full with the proceeds of the funding on the Closing Date.

Amendment and Restatement. This Agreement constitutes an In order to facilitate the amendment and restatement contemplated by this Agreement and otherwise to effectuate the desires of the Borrowers, the Administrative Agent and the Lenders: (a) As of the close of business on February 1, 2010, the entire outstanding balance of the Loan (as defined in the Existing Credit Agreement) was held by Bank of America and The Private Bank (or their participants). (b) Simultaneously with the Closing Date, but immediately prior to giving effect to Section 1.01(e), the parties hereby agree that (i) the Applicable Revolving Credit Percentages of each of the Lenders shall be the Revolving Credit Applicable Percentage as set forth on Schedule 2.01 opposite such Lender’s name, (ii) the outstanding principal balance of the Loan (as defined in the Existing Credit Agreement) under the Existing Credit Agreement shall be reallocated as outstanding Loans hereunder, and (iii) the requisite assignments shall be deemed to be made in such amounts among 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, but without the payment of any related assignment fee. (c) The parties hereby consent to all reallocations and assignments effected pursuant to Section 1.01(b) and waive any requirement for any other document or instrument, including any Assignment and Assumption, necessary to give effect to any reallocation or assignment. On the Closing Date, the Lenders shall make full cash settlement with each other either directly or through the Administrative Agent, as the Administrative Agent may direct or approve, with respect to all assignments and reallocations as reflected in this Section 1.01 such that after giving effect to such settlements each Lender’s Applicable Revolving Credit Percentage equals (with customary rounding) its Applicable Percentage of the Outstanding Amount of all Loans. (d) The Borrowers, the Administrative Agent and the Existing Guaranty Agreement and as such, except for Lenders hereby agree that upon the indebtedness and other than obligations provided for in the Existing Credit Agreement (which indebtedness and obligations shall survive, be renewed, extended and restated by the terms effectiveness of this Agreement), all terms and provisions of this Agreement supersede in their entirety the terms and provisions of the Existing Credit Agreement which in any manner govern or evidence the Obligations, the rights and interests of the Lenders and any terms, conditions or matters related to any thereof, shall be and hereby are amended and restated in their entirety by the terms, conditions and provisions of this Agreement, and the Existing Guaranty Agreement in their entirety. This Agreement is not intended as terms and shall not be construed as a release or novation provisions of any or all of the obligations and liabilities existing under the Existing Credit Agreement, except as otherwise expressly provided herein, shall be superseded by this Agreement. (e) Notwithstanding this amendment and restatement of the Existing Guaranty Agreement Credit Agreement, and the of any related “Loan Documents” (as such term is defined in the Existing Credit Agreement). Any reference Agreement and referred to herein, individually or collectively, as the “Existing Guaranty Agreement"Loan Documents”), “Guaranty Agreement” or the terms thereof in any (i) all of the indebtedness, liabilities and obligations owing to any Person under the Existing Credit Agreement and other Existing Loan Documents shall automatically be deemed to be continue as Obligations hereunder, and (ii) each of this Agreement, the Revolving Credit Notes and any other Loan Document (as defined herein) that is amended and restated in connection with this Agreement is given as a reference to substitution of, and not as a payment of, the applicable language in Article X hereof. Notwithstanding anything herein to indebtedness, liabilities and obligations of the contrary, in no event shall the Liens securing Borrowers under the Existing Credit Agreement or any Existing Loan Documents and neither the obligations thereunder be deemed affected hereby, it being execution and delivery of such documents nor the intent and agreement consummation of the Credit Parties that, except as otherwise provided in the Loan Documents, the Liens on the Collateral (as defined in the Existing Credit Agreement) granted any other transaction contemplated hereunder is intended to secure the obligations constitute a novation of the Credit Parties in connection with the Existing Credit Agreement and or of any of the other Existing Loan Documents (as defined in or any obligations thereunder. Upon the Existing Credit effectiveness of this Agreement), shall not be extinguished all Loans owing by the Borrowers and shall remain valid, binding and enforceable securing the obligations outstanding under the Existing Credit AgreementAgreement shall continue as Loans hereunder and shall constitute advances hereunder, as amended and restated hereby. Each all Letters of the Borrowers party hereto that were not party to Credit outstanding under the Existing Credit Agreement hereby (a) acknowledges shall continue as Letters of Credit hereunder. “Loans” under the Existing Credit Agreement accruing interest at the “BBA LIBOR Daily Floating Rate” under the Existing Credit Agreement shall accrue interest at the Base Rate hereunder and agrees the parties hereto agree that (i) it is a Credit Party and a Loan Party the “Interest Periods” for all purposes “LIBOR Loans” outstanding under the Existing Credit Agreement on the Closing Date shall remain in effect without renewal, interruption or extension as Eurodollar Rate Loans under this Agreement and accrue interest at the Eurodollar Rate hereunder (with any changes in the Applicable Rate effected hereunder becoming effective as of the Closing Date); provided that on and after the Closing Date the Applicable Rate applicable to any Loan Documents, including the Intercreditor Agreement, and (ii) the term “Borrower” when used in the Intercreditor Agreement in the context or Letter of Credit Agreement provisions includes such Borrower hereunder shall be as the context may require, and (b) agrees, acknowledges and consents to the matters set forth in the Acknowledgment definition of and Consent and Agreement Applicable Rate below, without regard to Intercreditor and Collateral Agency Agreement attached to the Intercreditor Agreement as if such Borrower were an original party thereto. Notwithstanding the foregoing, no Designated Borrower that is a Foreign Subsidiary is granting a security interest in its assets to secure any obligations margin applicable thereto under this Agreement or any other Loan Documents. Each lender party to the Existing Credit Agreement that is not a party this Agreement shall have been paid in full with the proceeds of the funding on prior to the Closing Date.

Amendment and Restatement. This Agreements amends and restates in its entirety that certain Credit Agreement constitutes an amendment dated as of January 19, 2018 executed by and restatement of among Woodforest National Bank, as administrative agent, certain lenders therein named, and Borrower (as the same may have been amended prior to the date hereof) (the “Existing Credit Agreement”). The outstanding commitments under the Existing Credit Agreement and the Existing Guaranty Agreement and as suchhave been assigned, except for the indebtedness and other than obligations provided for in the Existing Credit Agreement (which indebtedness and obligations shall survive, be renewed, extended extended, modified, and restated by rearranged as Commitments under and pursuant to the terms of this Agreement), all terms and provisions of this Agreement supersede in their entirety the terms and provisions . Certain of the Existing Credit Agreement and the Existing Guaranty Agreement in their entirety. This Agreement is not intended Lenders (as and shall not be construed as a release or novation of any or all of the obligations and liabilities existing Lenders under the Existing Credit Agreement, the Existing Guaranty Agreement and the “Loan Documents” (as defined in the Existing Credit Agreement). Any reference to “Existing Guaranty Agreement", “Guaranty Agreement” or the terms thereof in any of the Loan Documents shall automatically be deemed to be a reference to the applicable language in Article X hereof. Notwithstanding anything herein to the contrary) have agreed among themselves, in no event shall consultation with the Liens securing Borrower, to adjust their respective Commitments and to terminate the commitments of certain lenders under the Existing Credit Agreement or who will not become a Lender hereunder (each an “Exiting Lender”). The Administrative Agent, the obligations thereunder be deemed affected hereby, it being the intent Borrower and agreement each Exiting Lender (by receipt of the Credit Parties that, except as otherwise provided payment in full of the Loan Documents, the Liens on the Collateral (Loans as defined in the Existing Credit Agreement) granted in, and owing to secure the obligations of the Credit Parties in connection with it under, the Existing Credit Agreement and, at such Exiting Lender’s request, under a separate exiting agreement executed by such Exiting Lender) consented to such reallocation and each Existing Lender’s adjustment of, and each Existing Lender’s assignment of, an interest in the commitments and the other Loan Documents (Existing Lenders’ partial assignments of their respective commitments. On the date hereof, and after giving effect to such reallocations, adjustments, assignments and decreases, the Commitment of each Lender shall be as defined in set forth on Schedule 2.01A. The 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 Lenders’ commitments under the Existing Credit Agreement after adjustment as provided for by this Agreement). The Borrower and each Lender party hereto that was a “Lender” under the Existing Credit Agreement hereby agrees and this Section 9.18, and any exiting agreement executed by an Exiting Lender that is acceptable to the Administrative Agent and the Borrower, shall not be extinguished and shall remain valid, binding and enforceable securing the obligations deemed approved assignment forms as required under the Existing Credit Agreement, as amended and restated hereby. Each of the Borrowers party hereto that were not party to the Existing Credit Agreement hereby (a) acknowledges and agrees that (i) it is a Credit Party and a Loan Party for all purposes of the Loan Documents, including the Intercreditor Agreement, and (ii) the term “Borrower” when used in the Intercreditor Agreement in the context of Credit Agreement provisions includes such Borrower as the context may require, and (b) agrees, acknowledges and consents to the matters set forth in the Acknowledgment of and Consent and Agreement to Intercreditor and Collateral Agency Agreement attached to the Intercreditor Agreement as if such Borrower were an original party thereto. Notwithstanding the foregoing, no Designated Borrower that is a Foreign Subsidiary is granting a security interest in its assets to secure any obligations under this Agreement or any other Loan Documents. Each lender party to the Existing Credit Agreement that is not a party this Agreement shall have been paid in full with the proceeds of the funding on the Closing Date.

Amendment and Restatement. This (a) The parties hereto agree that, at such time as this Agreement constitutes an amendment shall have become effective pursuant to the terms of Section 5.01, (i) the Existing Credit Agreement automatically shall be deemed amended and restatement of restated in its entirety by this Agreement and the Revolving Commitments, Loans and other Obligations under the Existing Credit Agreement and as defined therein automatically shall be amended and restated in their entireties by the Revolving Commitments, Loans and Obligations hereunder, and (ii) each Mortgage executed prior to the Closing Date as security for the Existing Credit Agreement and the Existing Guaranty Agreement Obligations described therein (in each case, as any such Mortgage may be amended, if at all, in connection with this Agreement) and the Liens created thereunder shall remain in full force and effect as suchsecurity for this Agreement, except for the indebtedness other Loan Documents and other than obligations provided for in the Obligations described herein and therein and are hereby reaffirmed (as so amended, if at all), and all references to the Existing Credit Agreement in each such Mortgage (which if not being amended in connection with this Agreement) shall be deemed to refer without further amendment to this Agreement. This Agreement is not a novation of the Existing Credit Agreement or the credit facilities, commitments, indebtedness and other obligations shall survive, be renewed, extended under the Existing Credit Agreement. It is the intent of the parties to amend and restated by the terms of this Agreement), all terms and provisions of this Agreement supersede in their entirety the terms and provisions of restate the Existing Credit Agreement and the credit facilities provided thereunder, without novation or interruption. (b) At such time as this Agreement shall have become effective pursuant to the terms of Section 5.01, (i) the risk participations of the Lenders hereunder in each outstanding Letter of Credit (including the Existing Guaranty Letters of Credit) and each outstanding Swing Line Loan shall be automatically reallocated such that the risk participation of each Lender in each outstanding Letter of Credit and Swing Line Loan equals such Lender’s Applicable Percentage of each such Letter of Credit and Swing Line Loan, and (ii) each Lender that is providing a new or increased Revolving Commitment in connection with this Agreement shall make Revolving Loans the proceeds of which shall be applied by the Administrative Agent to prepay outstanding Revolving Loans of the other Lenders in their entiretyan amount necessary such that after giving effect to such Borrowing and prepayment each Lender will hold its Applicable Percentage of the Outstanding Amount of all Revolving Loans. This Agreement is not intended as and shall not be construed Each loan outstanding as a release or novation of any or all of the obligations and liabilities existing Eurocurrency Rate Loan under the Existing Credit Agreement immediately prior to giving effect to this Agreement shall maintain the same Interest Period applicable to such Eurocurrency Rate Loan immediately prior to giving effect to this Agreement and shall be subject to conversion and/or continuation upon expiration of such Interest Period in accordance with the terms of this Agreement. Revolving Loans made by Lenders providing new or increased Revolving Commitments pursuant to clause (ii) above to prepay existing Loans shall have Interest Periods that expire concurrently with the expiration of the Interest Periods that were applicable to the existing Loans so prepaid at the time of prepayment, and shall be subject to conversion and/or continuation upon expiration of such Interest Periods in accordance with the terms of this Agreement. (c) From and after the Closing Date, by execution of this Agreement, the Existing Guaranty Agreement and the each Person identified as a “Loan DocumentsLender” (as defined in on a signature page hereto that is not already a Lender under the Existing Credit Agreement hereby acknowledges, agrees and confirms that, by its execution of this Agreement). Any reference to “Existing Guaranty Agreement", “Guaranty Agreement” or the terms thereof in any of the Loan Documents shall automatically such Person will be deemed to be a reference party to the applicable language in Article X hereof. Notwithstanding anything herein to the contrary, in no event this Agreement and a “Lender” for all purposes of this Agreement and shall the Liens securing the Existing Credit Agreement or have all of the obligations thereunder be deemed affected hereby, of a Lender hereunder as if it being the intent and agreement of the Credit Parties that, except as otherwise provided in the Loan Documents, the Liens on the Collateral (as defined in had executed the Existing Credit Agreement) granted to secure the obligations of the Credit Parties in connection with the Existing Credit Agreement and the other Loan Documents (as defined in the Existing Credit Agreement), shall not be extinguished and shall remain valid, binding and enforceable securing the obligations under the Existing Credit Agreement, as amended and restated hereby. Each of the Borrowers party hereto that were not party to the Existing Credit Agreement hereby (a) acknowledges and agrees that (i) it is a Credit Party and a Loan Party for all purposes of the Loan Documents, including the Intercreditor Agreement, and (ii) the term “Borrower” when used in the Intercreditor Agreement in the context of Credit Agreement provisions includes such Borrower as the context may require, and (b) agrees, acknowledges and consents to the matters set forth in the Acknowledgment of and Consent and Agreement to Intercreditor and Collateral Agency Agreement attached to the Intercreditor Agreement as if such Borrower were an original party thereto. Notwithstanding the foregoing, no Designated Borrower that is a Foreign Subsidiary is granting a security interest in its assets to secure any obligations under this Agreement or any other Loan Documents. Each lender party to the Existing Credit Agreement that is not a party this Agreement shall have been paid in full with the proceeds of the funding on the Closing Date.

Amendment and Restatement. This Agreement constitutes an amendment and restatement (a) On the Restatement Effective Date, without further action by any of the Existing parties to the Original Credit Agreement, (i) the Original Credit Agreement will be automatically amended and restated to read as this Agreement reads, and (ii) each of the schedules to the Original Credit Agreement will be replaced by the revised schedules delivered to the Administrative Agent on or prior to the Restatement Effective Date. On and after the Restatement Effective Date, the rights and obligations of all Lenders and the other parties hereto shall be governed by the provisions hereof; provided that the rights and obligations of the parties to the Original Credit Agreement with respect to the period before the Restatement Effective Date shall continue to be governed by the provisions thereof as in effect before the Restatement Effective Date. (b) It is the intention of each of the parties hereto and each Lender that the Original Credit Agreement be amended and restated so as to preserve the perfection and priority of all security interests securing indebtedness and obligations under the Original Credit Agreement and that all Indebtedness and Obligations of the Existing Guaranty Agreement Loan Parties hereunder and thereunder shall be secured by the Collateral as such, except for the indebtedness and other than obligations provided for set forth in the Existing Credit Agreement (which indebtedness Security Documents and obligations shall survive, be renewed, extended and restated by the terms of this Agreement), all terms and provisions of that this Agreement supersede in their entirety the terms and provisions of the Existing Credit Agreement and the Existing Guaranty Agreement in their entirety. This Agreement is does not intended as and shall not be construed as constitute a release or novation of any or all of the obligations and liabilities existing under the Existing Original Credit Agreement provided that all Loans or other credit extensions outstanding under the Original Credit Agreement shall continue as Loans or other credit extensions, as applicable, under this Agreement (and, in the case of Eurodollar Loans, with the same Interest Periods as were applicable to such Eurodollar Loans immediately prior to the Restatement Effective Date). Upon the effectiveness of this Agreement, each Loan Document that was in effect immediately prior to the Restatement Effective Date shall continue to be effective, unless the context otherwise requires. The parties hereto and each Lender further acknowledge and agree that this Agreement constitutes an amendment of the Original Credit Agreement made under and in accordance with the terms of Section 9.02 of the Original Credit Agreement. In addition, the Existing Guaranty Agreement and the “Loan Documents” (unless specifically amended or replaced as defined in the Existing Credit Agreement). Any reference to “Existing Guaranty Agreement"described herein, “Guaranty Agreement” or the terms thereof in any each of the Loan Documents shall automatically be deemed to be a reference to the applicable language in Article X hereof. Notwithstanding anything herein to the contrary, in no event shall the Liens securing the Existing Credit Agreement or the obligations thereunder be deemed affected hereby, it being the intent and agreement of the Credit Parties that, except as otherwise provided in the Loan Documents, the Liens on Exhibits and Schedules to the Collateral (as defined Original Credit Agreement shall continue in full force and effect and that, from and after the Existing Restatement Effective Date, all references to the “Credit Agreement) granted ” or “thereof”, “thereunder”, “therein” or “thereby” or each similar reference to secure the obligations of the Credit Parties in connection with the Existing Original Credit Agreement and the other Loan Documents (as defined in the Existing Credit shall refer to this Agreement), shall not be extinguished and shall remain valid, binding and enforceable securing the obligations under the Existing Credit Agreement, as amended and restated hereby. Each of the Borrowers party hereto that were not party to the Existing Credit Agreement hereby (a) acknowledges and agrees that (i) it is a Credit Party and a Loan Party for all purposes of the Loan Documents, including the Intercreditor Agreement, and (ii) the term “Borrower” when used in the Intercreditor Agreement in the context of Credit Agreement provisions includes such Borrower as the context may require, and (b) agrees, acknowledges and consents to the matters set forth in the Acknowledgment of and Consent and Agreement to Intercreditor and Collateral Agency Agreement attached to the Intercreditor Agreement as if such Borrower were an original party thereto. Notwithstanding the foregoing, no Designated Borrower that is a Foreign Subsidiary is granting a security interest in its assets to secure any obligations under this Agreement or any other Loan Documents. Each lender party to the Existing Credit Agreement that is not a party this Agreement shall have been paid in full with the proceeds of the funding on the Closing Date.

Amendment and Restatement. (a) This Agreement constitutes an amendment amends and restatement restates and supersedes and replaces in its entirety the Existing Credit Agreement, without novation, with the Commitments set forth herein and the Lenders and Issuing Lenders party hereto. Any Lender party to the Existing Credit Agreement not listed in the signature pages hereof (a “Departing Lender”) shall cease to be a Lender on the Restatement Effective Date upon (i) payment of all amounts (except principal) owing to it and (ii) all amounts of principal owing to it under Section 11.24(b). Without limiting the generality of the foregoing, on the Restatement Effective Date, each New Lender shall be and become a Lender hereunder and shall have all of the rights and be obligated to perform all of the obligations of a Lender hereunder to the extent of its Commitment. Notwithstanding anything to the contrary contained in the Existing Credit Agreement, in order to effect the restructuring of the existing credit facilities as contemplated by this Agreement, (i) all existing Letters of Credit under (and as defined in) the Existing Credit Agreement will be deemed to be Existing Letters of Credit, (ii) to the extent not past due on or prior to the Restatement Effective Date and not owing to a Departing Lender, all accrued, incurred and unpaid (A) interest under the Existing Credit Agreement, (B) commitment fees under Section 4.5(a) of the Existing Credit Agreement and the Existing Guaranty Agreement (C) Letter of Credit Fees under (and as such, except for the indebtedness and other than obligations provided for in defined in) Section 3.3 of the Existing Credit Agreement Agreement, in each case arising immediately prior to the Restatement Effective Date shall continue to be payable on their regularly scheduled due date (which indebtedness and obligations shall survive, be renewed, extended and restated by unless accelerated sooner in accordance with the terms of this Agreement), and (iii) all terms other accrued, incurred and provisions of this Agreement supersede in their entirety unpaid fees, costs and expenses payable under the terms Existing Credit Agreement, including all fees and provisions expenses outstanding under Section 11.5 of the Existing Credit Agreement and other similar costs and expenses, will be due and payable on the Existing Guaranty Agreement in their entirety. This Agreement is not intended as and Restatement Effective Date (it being understood, for the avoidance of doubt, that other than payment of any breakage cost amount that may be due to the Departing Lenders pursuant to Section 4.12, if any, no amounts shall not be construed due pursuant to section 4.12 as a release or novation of any or all result of the obligations and liabilities existing Transactions). The Letters of Credit (undrawn or drawn but as yet unreimbursed as of the Restatement Effective Date) outstanding under the Existing Credit AgreementAgreement on the Restatement Effective Date, which are specified on Schedule 1.1E, shall, following the Existing Guaranty Agreement satisfaction of all conditions precedent set forth in Section 6.1, be deemed to constitute Letters of Credit issued hereunder in the same manner and subject to the “same terms and conditions as if issued initially as Letters of Credit pursuant to Section 3.3. (b) On the Restatement Effective Date, each Loan Documents” under (and as defined in in) the Existing Credit Agreement). Any reference to “Existing Guaranty Agreement", “Guaranty Agreement” or the terms thereof in any of the Loan Documents Agreement shall automatically be deemed to be a reference to the applicable language in Article X hereof. Notwithstanding anything herein to the contrary, in no event shall the Liens securing the Existing Credit Agreement or the obligations thereunder be deemed affected hereby, it being the intent and agreement of the Credit Parties that, except as otherwise provided in the Loan Documents, the Liens on the Collateral (as defined in the Existing Credit Agreement) granted to secure the obligations of the Credit Parties in connection with the Existing Credit Agreement and the other Loan Documents (as defined in the Existing Credit Agreement), shall not be extinguished and shall remain valid, binding and enforceable securing the obligations under the Existing Credit Agreement, as amended and restated herebyhereunder. Each of Lender hereunder shall have the Borrowers party hereto that were not party to the Existing Credit Agreement hereby (a) acknowledges and agrees that (i) it is a Credit Party and a Loan Party for all purposes of the Loan Documents, including the Intercreditor Agreement, and (ii) the term “Borrower” when used in the Intercreditor Agreement in the context of Credit Agreement provisions includes such Borrower Commitment Percentage as the context may require, and (b) agrees, acknowledges and consents to the matters set forth in Schedule A. Each Lender having Loans outstanding on the Acknowledgment Restatement Effective Date and whose Commitment Percentage in respect of such Loans has been decreased on the Restatement Effective Date, and Consent and Agreement to Intercreditor and Collateral Agency Agreement attached to the Intercreditor Agreement as if such Borrower were an original party thereto. Notwithstanding the foregoing, no Designated Borrower that is a Foreign Subsidiary is granting a security interest in its assets to secure any obligations each Lender under this Agreement or any other Loan Documents. Each lender party to the Existing Credit Agreement that is not a party this Agreement Lender hereunder, shall be deemed to have been paid assigned on the Restatement Effective Date, without recourse, ratably to each Lender increasing its Commitment (an “Increasing Lender”) and to any new Lender with a Commitment (a “New Lender”) on the Restatement Effective Date such ratable portion of such Loans as shall be necessary to effectuate such adjustment. Each Increasing Lender and each New Lender on the Restatement Effective Date shall (i) be deemed to have assumed such ratable portion of such Loans and (ii) fund on the Restatement Effective Date such assumed amounts to the Administrative Agent for the account of each such assigning Lender in full accordance with the proceeds provisions hereof in the amount notified to such Increasing Lender or New Lender by the Administrative Agent. (c) The Borrowers ratify, affirm and acknowledge all of their Obligations in respect of the funding on Existing Letters of Credit and related documents, and the Closing DateLenders shall be deemed to have participating interests in the Existing Letters of Credit and related documents as of the Restatement Effective Date in accordance with their Commitment Percentage as reflected in Schedule A. (d) All previously outstanding promissory notes under the Existing Credit Agreement will be deemed cancelled upon the occurrence of the Restatement Effective Date and the issuance of the Notes hereunder. Additionally, those Lenders party hereto which are also party to the Existing Credit Agreement hereby waive any prior notice requirement under the Existing Credit Agreement with respect to the termination of commitments thereunder and the making of any prepayments thereunder.

Amendment and Restatement. This Agreement constitutes an amendment and restatement of amends the Existing Original Credit Agreement and the Existing Guaranty Agreement restates and as such, except for the indebtedness and other than obligations provided for consolidates in the Existing Credit Agreement (which indebtedness and obligations shall survive, be renewed, extended and restated by the terms of this Agreement), all terms and provisions of this Agreement supersede in their entirety the terms and provisions of the Existing Original Credit Agreement as so amended, and represents the entire agreement currently constituted between the parties hereto respecting the subject matter of the Original Credit Agreement. All references, if any, to the Original Credit Agreement in any of the other Loan Documents, and in all other agreements, documents and instruments delivered by the Loan Parties or any other Person in connection with any of the Loan Documents, shall mean and be a reference to this Agreement as this Agreement may from time to time in the future be further amended, supplemented, restated or replaced. The parties hereto acknowledge and agree that (i) this Agreement and the Existing Guaranty Agreement other agreements, documents and instruments executed and delivered in their entirety. This Agreement is connection herewith do not intended as and shall not be construed as constitute a release novation or novation of any or all termination of the obligations and liabilities existing under the Existing Credit Agreement, the Existing Guaranty Agreement and the “Loan Documents” (as defined in the Existing Credit Agreement). Any reference to “Existing Guaranty Agreement", “Guaranty Agreement” or the terms thereof in of any of the Loan Documents shall automatically be deemed to be a reference parties under the Original Credit Agreement as in effect prior to the applicable language date hereof, and (ii) such obligations and liabilities are in Article X hereof. Notwithstanding anything herein to the contrary, in no event shall the Liens securing the Existing Credit Agreement or the obligations thereunder be deemed affected hereby, it being the intent and agreement of the Credit Parties that, except as otherwise provided in the Loan Documents, the Liens on the Collateral all respects continuing (as defined in the Existing Credit Agreement) granted to secure the obligations of the Credit Parties in connection with the Existing Credit Agreement and the other Loan Documents (as defined in the Existing Credit Agreement), shall not be extinguished and shall remain valid, binding and enforceable securing the obligations under the Existing Credit Agreement, as amended and restated hereby. Each ) with the terms of the Borrowers party hereto that were not party to the Existing Original Credit Agreement hereby (a) acknowledges and agrees that (i) it is a Credit Party and a Loan Party for all purposes being modified only as provided in this Agreement. As of the Loan Documentsdate hereof, including the Intercreditor after giving effect to this Agreement, and (ii) the term “Borrower” when used in the Intercreditor Agreement in the context Accommodations Outstanding of Credit Agreement provisions includes such each Borrower as the context may require, and (b) agrees, acknowledges and consents to the matters are set forth in the Acknowledgment of and Consent and Agreement on Schedule 7 attached hereto. In addition to Intercreditor and Collateral Agency Agreement attached to the Intercreditor Agreement as if such Borrower were an original party thereto. Notwithstanding the foregoing, no Designated Borrower the parties hereto acknowledge and agree that any existing LIBOR Rate Advances (as such term is a Foreign Subsidiary is granting a security interest defined in its assets to secure any obligations under this Agreement or any other Loan Documents. Each lender party to the Existing Original Credit Agreement Agreement) that is not a party are outstanding on the date of this Agreement shall have been paid remain outstanding until the expiry of the interest period applicable thereto (and the provisions of the Original Credit Agreement applicable thereto shall apply mutatis mutandis as if incorporated herein) and thereafter shall (unless otherwise repaid) convert to an Advance bearing interest at Adjusted Term SOFR with an Interest Period selected by the applicable Borrower pursuant to an Interest Rate Election Notice to be provided by such Borrower hereunder, provided that if the applicable Borrower shall fail to deliver an Interest Rate Election Notice in full accordance with the proceeds foregoing requirements such applicable LIBOR Rate Advances shall be automatically converted to a Base Rate (Canada) Advance on the expiry of the funding on the Closing Dateinterest period applicable thereto.

Amendment and Restatement. (a) The parties hereto agree that, at such time as this Agreement shall have become effective pursuant to the terms of Section 5.01, the Existing Credit Agreement automatically shall be deemed amended and restated in its entirety by this Agreement and the Commitments, Loans and other Obligations under the Existing Credit Agreement and as defined therein automatically shall be amended and restated in their entireties by the Commitments, Loans and Obligations hereunder. This Agreement constitutes an amendment is not a novation of the Existing Credit Agreement or the credit facilities, indebtedness and restatement other obligations under the Existing Credit Agreement. It is the intent of the parties to amend and restate the Existing Credit Agreement and the credit facilities provided thereunder, without novation or interruption. (b) At such time as this Agreement shall have become effective pursuant to the terms of Section 5.01, (i) the risk participations of the Lenders hereunder in each outstanding Letter of Credit (including the Existing Guaranty Letters of Credit) and each outstanding Swing Line Loan shall be automatically reallocated such that the risk participation of each Lender in each outstanding Letter of Credit and Swing Line Loan equals such Lender’s Applicable Percentage of each such Letter of Credit and Swing Line Loan, and (ii) each Lender that is providing a new or increased Revolving Commitment in connection with this Agreement shall make Revolving Loans the proceeds of which shall be applied by the Administrative Agent to prepay outstanding Revolving Loans of the other Lenders in an amount necessary such that after giving effect to such Borrowing and prepayment each Lender will hold its Applicable Percentage of the Outstanding Amount of all Revolving Loans. Each Eurocurrency Rate Loan outstanding as such, except for the indebtedness and other than obligations provided for in a “LIBOR Loan” under the Existing Credit Agreement (which indebtedness immediately prior to giving effect to this Agreement shall maintain the same Interest Period applicable to such Eurocurrency Rate Loan immediately prior to giving effect to this Agreement and obligations shall survive, be renewed, extended and restated by subject to conversion and/or continuation upon expiration of such Interest Period in accordance with the terms of this Agreement). Revolving Loans made by Lenders providing new or increased Revolving Commitments pursuant to clause (ii) above to prepay existing Loans shall have Interest Periods that expire concurrently with the expiration of the Interest Periods that were applicable to the existing Loans so prepaid at the time of prepayment, all and shall be subject to conversion and/or continuation upon expiration of such Interest Periods in accordance with the terms and provisions of this Agreement supersede in their entirety Agreement. (c) From and after the terms and provisions Closing Date, by execution of this Agreement, each Person identified as a “Lender” on each signature page that is not already a Lender under the Existing Credit Agreement hereby acknowledges, agrees and the Existing Guaranty Agreement in their entirety. This Agreement is not intended as and shall not be construed as a release or novation confirms that, by its execution of any or all of the obligations and liabilities existing under the Existing Credit this Agreement, the Existing Guaranty Agreement and the “Loan Documents” (as defined in the Existing Credit Agreement). Any reference to “Existing Guaranty Agreement", “Guaranty Agreement” or the terms thereof in any of the Loan Documents shall automatically such Person will be deemed to be a reference party to the applicable language in Article X hereof. Notwithstanding anything herein to the contrary, in no event this Agreement and a “Lender” for all purposes of this Agreement and shall the Liens securing the Existing Credit Agreement or have all of the obligations thereunder be deemed affected hereby, of a Lender hereunder as if it being the intent and agreement of the Credit Parties that, except as otherwise provided in the Loan Documents, the Liens on the Collateral (as defined in had executed the Existing Credit Agreement) granted to secure the obligations of the Credit Parties in connection with the Existing Credit Agreement and the other Loan Documents (as defined in the Existing Credit Agreement), shall not be extinguished and shall remain valid, binding and enforceable securing the obligations under the Existing Credit Agreement, as amended and restated hereby. Each of the Borrowers party hereto that were not party to the Existing Credit Agreement hereby (a) acknowledges and agrees that (i) it is a Credit Party and a Loan Party for all purposes of the Loan Documents, including the Intercreditor Agreement, and (ii) the term “Borrower” when used in the Intercreditor Agreement in the context of Credit Agreement provisions includes such Borrower as the context may require, and (b) agrees, acknowledges and consents to the matters set forth in the Acknowledgment of and Consent and Agreement to Intercreditor and Collateral Agency Agreement attached to the Intercreditor Agreement as if such Borrower were an original party thereto. Notwithstanding the foregoing, no Designated Borrower that is a Foreign Subsidiary is granting a security interest in its assets to secure any obligations under this Agreement or any other Loan Documents. Each lender party to the Existing Credit Agreement that is not a party this Agreement shall have been paid in full with the proceeds of the funding on the Closing Date.

Amendment and Restatement. This Agreement constitutes an amendment and restatement of (a) On the Effective Date, the Existing ABL Credit Agreement will be amended and restated in its entirety by this Agreement and the Existing Guaranty Agreement and as such, except for the indebtedness and other than obligations provided for in the Existing ABL Credit Agreement (which indebtedness will thereafter be of no further force and obligations shall surviveeffect, be renewed, extended and restated by the terms of but this Agreement), all terms and provisions of this Agreement supersede in their entirety the terms and provisions of the Existing Credit Agreement and the Existing Guaranty Agreement in their entirety. This Agreement is not intended as and shall not be construed as to constitute a release or novation of any or all of the obligations and liabilities existing under the Existing ABL Credit AgreementAgreement or to evidence payment of all or any portion of such obligations and liabilities. (b) The Borrowers, the Administrative Agent, and the Lenders acknowledge that effective as of the Effective Date, all Existing Guaranty Letters of Credit, if any, will constitute Letters of Credit under this Agreement with the same effect as if issued by the L/C Issuer at the request of Borrowers on the Effective Date. The Loan Parties, the Administrative Agent, and the Lenders further acknowledge that effective as of the Effective Date, all interest, fees, expenses, and other obligations under the Existing ABL Credit Agreement and related loan documents (the “Existing Loan Documents”) that remain unpaid and outstanding as of the Effective Date will be assumed by the Loan Parties and remain outstanding and payable under this Agreement and the “other Loan Documents” (. Each Loan Party acknowledges that all Obligations outstanding as defined in the Existing Credit Agreement). Any reference to “Existing Guaranty Agreement", “Guaranty Agreement” or the terms thereof in any of the Effective Date constitute valid and binding obligations of such Loan Documents Party, without offset, counterclaim, defense, or recoupment of any kind, except as enforcement may be limited by equitable principles or by bankruptcy, insolvency, reorganization, moratorium, or similar laws relating to or limiting creditor’s rights generally. (c) Each of the Lenders party hereto shall automatically fund Loans and acquire participations from any Existing ABL Lender that is not a party hereto in an aggregate amount necessary to ensure that all Loans and participations are allocated on a pro rata basis as of the Effective Date (giving effect to the increase contemplated hereby) and the Borrowers shall be deemed to be a reference have requested such additional Loans in addition to the applicable language in Article X hereof. Notwithstanding anything herein to the contrary, in no event shall the Liens securing the Existing Credit Agreement or the obligations thereunder be deemed affected hereby, it being the intent and agreement of the Credit Parties that, except as otherwise provided in the Loan Documents, the Liens any other Borrowings on the Collateral Effective Date. (as defined in d) The terms and conditions of this Agreement and the Existing Credit Agreement) granted to secure the obligations of the Credit Parties in connection with the Existing Credit Administrative Agent’s and Lenders’ rights and remedies under this Agreement and the other Loan Documents (as defined in apply to all of the Existing Credit Agreement)Obligations, shall not be extinguished including indemnification and shall remain validreimbursement obligations, binding and enforceable securing the obligations incurred under the Existing ABL Credit Agreement. (e) On and after the Effective Date, (i) all references to the Existing ABL Credit Agreement in the Loan Documents (other than this Agreement) will be deemed to refer to the Existing ABL Credit Agreement as amended and restated hereby. Each of the Borrowers party hereto that were not party to the Existing Credit by this Agreement hereby (a) acknowledges and agrees that (i) it is a Credit Party and a Loan Party for all purposes of the Loan Documents, including the Intercreditor Agreement, and (ii) all references to any section (or subsection) of the term “Borrower” when used in the Intercreditor Existing ABL Credit Agreement in the context of Credit Agreement provisions includes such Borrower as the context may requireany Loan Document (but not this Agreement) will be deemed amended, and (b) agreesmutatis mutandis, acknowledges and consents to refer to the matters set forth in the Acknowledgment corresponding provisions of and Consent and Agreement to Intercreditor and Collateral Agency Agreement attached to the Intercreditor Agreement as if such Borrower were an original party thereto. Notwithstanding the foregoing, no Designated Borrower that is a Foreign Subsidiary is granting a security interest in its assets to secure any obligations under this Agreement or any other Loan Documents. Each lender party to the Existing Credit Agreement that is not a party this Agreement shall have been paid in full with the proceeds of the funding on the Closing DateAgreement.

Amendment and Restatement. This Agreement constitutes an amendment amends and restatement of restates the Existing Credit Agreement and the Existing Guaranty Agreement and as suchin its entirety, except for the indebtedness and other than obligations provided for in the Existing Credit Agreement (which indebtedness and obligations shall survive, be renewed, extended and restated by the terms of this Agreement), all terms and provisions of this Agreement supersede in their entirety the terms and provisions of the Existing Agreement shall be and hereby are amended, superseded and restated in their entirety by the terms and provisions of this Agreement , and all obligations currently outstanding under the Existing Agreement shall continue as obligations under this Agreement. The remainder of this page is intentionally blank. EXHIBIT L TO CREDIT AGREEMENT FORM OF DESIGNATION AGREEMENT Dated , 20 Reference is made to the Second Amended and Restated Credit Agreement, dated as of October 21, 2022 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Xxxxxxxx, Inc., a Delaware corporation (the “Company”), the Foreign Subsidiary Borrowers from time to time parties thereto, the financial institutions from time to time parties thereto as Lenders (the “Lenders”) and Xxxxx Fargo Bank, National Association, as Administrative Agent (the “Administrative Agent”). Terms defined in the Credit Agreement are used herein as therein defined. (the “Designating Lender”), (the “Designated Lender”), the Company and the Foreign Subsidiary Borrowers agree as follows: 1. The Designating Lender hereby designates the Designated Xxxxxx, and the Designated Lender hereby accepts such designation, as its Designated Lender under the Credit Agreement. 2. The Designating Lender makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Company or any Foreign Subsidiary Borrower or the performance or observance by the Company or any Foreign Subsidiary Borrower of any of its obligations under the Credit Agreement or any other instrument or document furnished pursuant thereto. 3. The Designated Lender (i) confirms that it has received a copy of the Credit Agreement, together with copies of the financial statements referred to in Articles VI and VII thereof and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Designation Agreement; (ii) agrees that it will, independently and without reliance upon the Administrative Agent, the Designating Lender or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking any action it may be permitted to take under the Credit Agreement; (iii) confirms that it is an Eligible Designee; (iv) appoints and authorizes the Designating Lender as its administrative agent and attorney-in-fact and grants the Designating Lender an irrevocable power of attorney to receive payments made for the benefit of the Designated Lender under the Credit Agreement and to deliver and receive all communications and notices under the Credit Agreement, if any, that the Designated Lender is obligated to deliver or has the right to receive thereunder; (v) acknowledges that it is subject to and bound by the confidentiality provisions of the Credit Agreement (except as permitted under Section 13.4 thereof); and (vi) acknowledges that the Designating Lender retains the sole right and responsibility to vote under the Credit Agreement, including, without limitation, the right to approve any amendment, modification or waiver of any provision of the Credit Agreement, and agrees that the Designated Lender shall be bound by all such votes, approvals, amendments, modifications and waivers and all other agreements of the Designating Lender pursuant to or in connection with the Credit Agreement. 4. Following the execution of this Designation Agreement by the Designating Lender, the Designated Lender, the Company and the Foreign Subsidiary Borrowers, it will be delivered to the LEGAL_US_W # 113483162.2 #96135745v12 Administrative Agent for acceptance and recording by the Administrative Agent. The effective date of this Designation Agreement shall be the date of acceptance thereof by the Administrative Agent, unless otherwise specified on the signature page hereto (the “Effective Date”). 5. Upon such acceptance and recording by the Administrative Agent, as of the Effective Date (a) the Designated Lender shall have the right to make Loans as a Lender pursuant to Article II of the Credit Agreement and the Existing Guaranty Agreement in their entirety. This Agreement is not intended as rights of a Lender related thereto and shall not be construed as a release or novation (b) the making of any or all of such Loans by the obligations and liabilities existing under the Existing Credit Agreement, the Existing Guaranty Agreement and the “Loan Documents” (as defined in the Existing Credit Agreement). Any reference to “Existing Guaranty Agreement", “Guaranty Agreement” or the terms thereof in any of the Loan Documents Designated Lender shall automatically be deemed to be a reference to the applicable language in Article X hereof. Notwithstanding anything herein to the contrary, in no event shall the Liens securing the Existing Credit Agreement or the obligations thereunder be deemed affected hereby, it being the intent and agreement of the Credit Parties that, except as otherwise provided in the Loan Documents, the Liens on the Collateral (as defined in the Existing Credit Agreement) granted to secure satisfy the obligations of the Credit Parties in connection with Designating Lender under the Existing Credit Agreement to the same extent, and as if, such Loans were made by the Designating Lender. 6. Each party to this Designation Agreement hereby agrees that it shall not institute against, or join any other Loan Documents (as defined Person in instituting against, any Designated Lender any bankruptcy, reorganization, arrangement, insolvency or liquidation proceeding or other proceedings under any federal or state bankruptcy or similar law for one year and a day after payment in full of all outstanding senior indebtedness of any Designated Lender; provided that the Existing Designating Lender for each Designated Lender hereby agrees to indemnify, save and hold harmless each other party hereto for any loss, cost, damage and expense arising out of its inability to institute any such proceeding against such Designated Lender. This Section 6 of the Designation Agreement shall survive the termination of this Designation Agreement and termination of the Credit Agreement). 7. This Designation Agreement shall be governed by, shall not be extinguished and shall remain validconstrued in accordance with, binding and enforceable securing the obligations under the Existing Credit Agreement, as amended and restated hereby. Each laws of the Borrowers party hereto that were not party to the Existing Credit Agreement hereby (a) acknowledges and agrees that (i) it is a Credit Party and a Loan Party for all purposes State of the Loan Documents, including the Intercreditor Agreement, and (ii) the term “Borrower” when used in the Intercreditor Agreement in the context of Credit Agreement provisions includes such Borrower as the context may require, and (b) agrees, acknowledges and consents to the matters set forth in the Acknowledgment of and Consent and Agreement to Intercreditor and Collateral Agency Agreement attached to the Intercreditor Agreement as if such Borrower were an original party theretoNew York. Notwithstanding the foregoing, no Designated Borrower that is a Foreign Subsidiary is granting a security interest in its assets to secure any obligations under this Agreement or any other Loan Documents. Each lender party to the Existing Credit Agreement that is not a party this Agreement shall have been paid in full with the proceeds of the funding on the Closing Date.#96135745v12

Amendment and Restatement. This The undersigned Lenders, to the extent a party to the Existing Revolving Credit Agreement constitutes an (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 Guaranty Agreement and as such, except for Lenders shall make adjustments to (i) the indebtedness and other than obligations provided for in the Existing Credit Agreement (which indebtedness and obligations shall survive, be renewed, extended and restated by the terms outstanding principal amount of this Agreement), all terms and provisions of this Agreement supersede in their entirety the terms and provisions of the Existing Credit Agreement and the Existing Guaranty Agreement in their entirety. This Agreement is not intended as and shall not be construed as a release or novation of any or all of the obligations and liabilities existing under the Existing Credit Agreement, the Existing Guaranty Agreement and the “Loan DocumentsRevolving Loans” (as defined in the Existing Revolving Credit Agreement, but not any interest accrued thereon prior to the Effective Date or any accrued facility fees under the Existing Revolving Credit Agreement prior to the Effective Date). Any reference , including the borrowing of such additional “Revolving Loans” (which may include “Eurodollar Loans”, as defined in the Existing Revolving Credit Agreement) and the repayment of “Revolving Loans” (which may include the prepayment or conversion of “Eurodollar Loans”) plus all applicable accrued interest, fees and expenses as shall be necessary to “Existing Guaranty Agreement"provide for Revolving Loans by each Lender in the amount of its new Applicable Percentage of all Revolving Loans as of the Effective Date, “Guaranty Agreement” or the terms thereof and (ii) participations in any outstanding “Letters of the Loan Documents shall automatically be deemed to be a reference to the applicable language in Article X hereof. Notwithstanding anything herein to the contrary, in no event shall the Liens securing the Existing Credit Agreement or the obligations thereunder be deemed affected hereby, it being the intent and agreement of the Credit Parties that, except as otherwise provided in the Loan Documents, the Liens on the Collateral Credit” (as defined in the Existing Revolving Credit Agreement) granted issued under the Existing Revolving Credit Agreement (the “Existing Letters of Credit”) to secure the obligations 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 Parties in as of the Effective Date. In connection with the foregoing (a) each Existing Credit Agreement Lender shall be deemed to have made an assignment of its outstanding Revolving Loans and the other Loan Documents “Commitments” (as defined in the Existing Revolving Credit Agreement), shall not be extinguished and shall remain valid, binding and enforceable securing the obligations ) under the Existing Revolving Credit Agreement, as amended and restated hereby. Each assumed outstanding Revolving Loans and Commitments of other Existing Lenders under the Existing Revolving Credit Agreement, all at the request of the Borrowers party hereto that were not party Borrower, as may be necessary to effect the Existing Credit Agreement hereby (a) acknowledges and agrees that (i) it is a Credit Party and a Loan Party for all purposes of the Loan Documents, including the Intercreditor Agreementforegoing, and (ii) the term “Borrower” when used in the Intercreditor Agreement in the context of Credit Agreement provisions includes such Borrower as the context may requireeach Existing Lender hereby waives any right to any reimbursement under Section 2.21 hereof with respect thereto, and (b) agrees, acknowledges and consents each Existing Letter of Credit shall be deemed to be a Letter of Credit issued hereunder as of the matters set forth in the Acknowledgment of and Consent and Agreement to Intercreditor and Collateral Agency Agreement attached to the Intercreditor Agreement as if such Borrower were an original party thereto. Notwithstanding the foregoing, no Designated Borrower that is a Foreign Subsidiary is granting a security interest in its assets to secure any obligations under this Agreement or any other Loan DocumentsEffective Date for all purposes hereof. Each lender party to of the undersigned Existing Lenders, waives any requirement under the Existing Revolving Credit Agreement that is not a party notice with respect to any such borrowing, prepayment or other transaction described in this Agreement shall have been paid in full with the proceeds of the funding on the Closing DateSection 10.15 be given.

Amendment and Restatement. This Agreement constitutes an amendment shall become effective on the Closing Date and restatement of the Existing Credit Agreement and the Existing Guaranty Agreement and as such, except for the indebtedness and other than obligations provided for in the Existing Credit Agreement (which indebtedness and obligations shall survive, be renewed, extended and restated by the terms of this Agreement), supersede all terms and provisions of this Agreement supersede in their entirety the terms and provisions of the Existing Credit Agreement as of such date. From and after the Existing Guaranty Agreement in their entirety. This Agreement is not intended as and shall not be construed as a release or novation Closing Date (a)(i) the commitments of any or all of the obligations and liabilities existing those Lenders under the Existing Credit Agreement, the Existing Guaranty Agreement and that are continuing as Lenders under this Agreement (the “Loan DocumentsContinuing Lenders”) shall be amended as set forth on Schedule 2.1/2.2 hereto and (ii) the commitments of those “Lenders” (as defined in under the Existing Credit Agreement). Any reference to Agreement that are not continuing as Lenders under this Agreement (the “Existing Guaranty Agreement", “Guaranty Agreement” or the terms thereof in any of the Loan Documents Non-Continuing Lenders”) shall automatically be terminated and cease to have any further force or effect without further action by any Person, (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 4.5 of the Existing Credit Agreement in connection with such payment, and all fees accrued under the Existing Credit Agreement through the Closing Date) on the Closing Date (and the Borrower shall pay to each Continuing Lender all amounts, if any, payable pursuant to Section 4.5 of the Existing Credit Agreement as if the outstanding Loans had been prepaid on the Closing Date), (c) all outstanding “Loans” of the Continuing Lenders and all interests in outstanding “Letters of Credit” under the Existing Credit Agreement shall remain outstanding as the initial Loans and Letters of Credit hereunder, (d) all references made to the Existing Credit Agreement in any Loan Document or in any other instrument or document shall, without further action, be deemed to be a reference refer to this Agreement and (e) all references made to the applicable language “Borrower” in Article X hereof. Notwithstanding anything herein any Loan Document or in any other instrument or document shall, without further action, be deemed to refer to the contraryBorrower hereunder. The Lenders (other than any Non-Continuing 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 Lender (other than any Non-Continuing Lenders) 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 no event shall connection therewith), with all subsequent extensions of credit under this Agreement (including, without limitation, participations in respect of all Swingline Loans and Letters of Credit ) to be made in accordance with the Liens securing respective Commitments of the Lenders from time to time party to this Agreement as provided herein. This Agreement amends and restates the Existing Credit Agreement and is not intended to be or operate as a novation or an accord and satisfaction of the Existing Credit Agreement or the indebtedness, obligations thereunder be deemed affected hereby, it being the intent and agreement liabilities of the Credit Loan Parties thatevidenced or provided for thereunder. Without limiting the generality of the foregoing, each Loan Party agrees that notwithstanding the execution and delivery of this Agreement, the Liens previously granted to the Administrative Agent pursuant to the Collateral Documents shall be and remain in full force and effect and that any rights and remedies of the Administrative Agent thereunder and obligations of the Loan Parties thereunder shall be and remain in full force and effect, shall not be affected, impaired or discharged thereby (except as otherwise provided in expressly amended by the Loan Documents, the Liens on the Collateral (as defined in the Existing Credit Agreement) granted to and shall secure the obligations all of the Credit Parties in connection with Borrower’s indebtedness, obligations and liabilities to the Administrative Agent and the Lenders under the Existing Credit Agreement and the other Loan Documents (as defined in the Existing Credit Agreement), shall not be extinguished and shall remain valid, binding and enforceable securing the obligations under the Existing Credit Agreement, as amended and restated hereby. Each of the Borrowers party hereto that were not party to the Existing Credit Agreement hereby (a) acknowledges and agrees that (i) it is a Credit Party and a Loan Party for all purposes of the Loan Documents, including the Intercreditor Agreement, and (ii) the term “Borrower” when used in the Intercreditor Agreement in the context of Credit Agreement provisions includes such Borrower as the context may require, and (b) agrees, acknowledges and consents to the matters set forth in the Acknowledgment of and Consent and Agreement to Intercreditor and Collateral Agency Agreement attached to the Intercreditor Agreement as if such Borrower were an original party thereto. Notwithstanding Without limiting the foregoing, no Designated Borrower that is a Foreign Subsidiary is granting a security interest in its assets the parties to secure any obligations under this Agreement or any other Loan Documents. Each lender party hereby acknowledge and agree that the “Credit Agreement” and the “Notes” referred to in the Existing Credit Agreement that is not a party Collateral Documents shall from and after the date hereof be deemed references to this Agreement shall have been paid in full with and the proceeds of the funding on the Closing DateNotes issued hereunder.

Amendment and Restatement. This Agreement constitutes an amendment shall become effective on the Closing Date and restatement of the Existing Credit Agreement and the Existing Guaranty Agreement and as such, except for the indebtedness and other than obligations provided for in the Existing Credit Agreement (which indebtedness and obligations shall survive, be renewed, extended and restated by the terms of this Agreement), supersede all terms and provisions of this Agreement supersede in their entirety the terms and provisions of the Existing Credit Agreement as of such date. From and after the Existing Guaranty Agreement in their entirety. This Agreement is not intended as and shall not be construed as a release or novation Closing Date (a)(i) the commitments of any or all of the obligations and liabilities existing those Lenders under the Existing Credit Agreement, the Existing Guaranty Agreement and that are continuing as Lenders under this Agreement (the “Loan DocumentsContinuing Lenders”) shall be amended as set forth on Schedule 2.1/2.2 hereto and (ii) the commitments of those “Lenders” (as defined in under the Existing Credit Agreement). Any reference to Agreement that are not continuing as Lenders under this Agreement (the “Existing Guaranty Agreement", “Guaranty Agreement” or the terms thereof in any of the Loan Documents Non‑Continuing Lenders”) shall automatically be terminated and cease to have any further force or effect without further action by any Person, (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 4.5 of the Existing Credit Agreement in connection with such payment, and all fees accrued under the Existing Credit Agreement through the Closing Date) on the Closing Date (and the Borrower shall pay to each Continuing Lender all amounts, if any, payable pursuant to Section 4.5 of the Existing Credit Agreement as if the outstanding Loans had been prepaid on the Closing Date), (c) all outstanding “Loans” of the Continuing Lenders and all interests in outstanding “Letters of Credit” under the Existing Credit Agreement shall remain outstanding as the initial Loans and Letters of Credit hereunder, (d) all references made to the Existing Credit Agreement in any Loan Document or in any other instrument or document shall, without further action, be deemed to be a reference refer to this Agreement and (e) all references made to the applicable language “Borrower” in Article X hereof. Notwithstanding anything herein any Loan Document or in any other instrument or document shall, without further action, be deemed to refer to the contraryBorrower hereunder. The Lenders (other than any Non-Continuing 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 Lender (other than any Non-Continuing Lenders) 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 no event shall connection therewith), with all subsequent extensions of credit under this Agreement (including, without limitation, participations in respect of all Swingline Loans and Letters of Credit ) to be made in accordance with the Liens securing respective Commitments of the Lenders from time to time party to this Agreement as provided herein. This Agreement amends and restates the Existing Credit Agreement and is not intended to be or operate as a novation or an accord and satisfaction of the Existing Credit Agreement or the indebtedness, obligations thereunder be deemed affected hereby, it being the intent and agreement liabilities of the Credit Loan Parties thatevidenced or provided for thereunder. Without limiting the generality of the foregoing, each Loan Party agrees that notwithstanding the execution and delivery of this Agreement, the Liens previously granted to the Administrative Agent pursuant to the Collateral Documents shall be and remain in full force and effect and that any rights and remedies of the Administrative Agent thereunder and obligations of the Loan Parties thereunder shall be and remain in full force and effect, shall not be affected, impaired or discharged thereby (except as otherwise provided in expressly amended by the Loan Documents, the Liens on the Collateral (as defined in the Existing Credit Agreement) granted to and shall secure the obligations all of the Credit Parties in connection with Borrower’s indebtedness, obligations and liabilities to the Administrative Agent and the Lenders under the Existing Credit Agreement and the other Loan Documents (as defined in the Existing Credit Agreement), shall not be extinguished and shall remain valid, binding and enforceable securing the obligations under the Existing Credit Agreement, as amended and restated hereby. Each of the Borrowers party hereto that were not party to the Existing Credit Agreement hereby (a) acknowledges and agrees that (i) it is a Credit Party and a Loan Party for all purposes of the Loan Documents, including the Intercreditor Agreement, and (ii) the term “Borrower” when used in the Intercreditor Agreement in the context of Credit Agreement provisions includes such Borrower as the context may require, and (b) agrees, acknowledges and consents to the matters set forth in the Acknowledgment of and Consent and Agreement to Intercreditor and Collateral Agency Agreement attached to the Intercreditor Agreement as if such Borrower were an original party thereto. Notwithstanding Without limiting the foregoing, no Designated Borrower that is a Foreign Subsidiary is granting a security interest in its assets the parties to secure any obligations under this Agreement or any other Loan Documents. Each lender party hereby acknowledge and agree that the “Credit Agreement” and the “Notes” referred to in the Existing Credit Agreement that is not a party Collateral Documents shall from and after the date hereof be deemed references to this Agreement shall have been paid in full with and the proceeds of the funding on the Closing DateNotes issued hereunder.

Amendment and Restatement. This Agreement constitutes an amendment and restatement of (a) On the Existing Effective Date, the Original Credit Agreement shall be amended, restated and superseded in its entirety hereby. The parties hereto acknowledge and agree that (i) this Agreement, any promissory notes delivered pursuant to Section 2.10(e) and the Existing Guaranty Agreement other Loan Documents executed and as suchdelivered in connection herewith do not constitute a novation, except for the indebtedness payment and other than obligations provided for in the Existing Credit Agreement (which indebtedness and obligations shall survivereborrowing, be renewed, extended and restated by the terms of this Agreement), all terms and provisions of this Agreement supersede in their entirety the terms and provisions of the Existing Credit Agreement and the Existing Guaranty Agreement in their entirety. This Agreement is not intended as and shall not be construed as a release refinancing or novation of any or all termination of the obligations and liabilities existing under the Existing Original Credit Agreement, Agreement as in effect prior to the Existing Guaranty Agreement and Effective Date; (ii) the “Loan DocumentsLoans” (as defined in the Existing Original Credit Agreement). Any reference ) have not become due and payable prior to “Existing Guaranty the Effective Date as a result of the amendment and restatement of the Original Credit Agreement", “Guaranty Agreement” or ; (iii) such obligations are in all respects continuing with only the terms thereof being modified as provided in any this Agreement; and (iv) upon the effectiveness of this Agreement all loans and letters of credit outstanding under the Original Credit Agreement immediately before the effectiveness of this Agreement will be part of the Loan Documents shall automatically be deemed to be a reference Loans and Letters of Credit hereunder on the terms and conditions set forth in this Agreement. (b) Notwithstanding the modifications effected by this Agreement of the representations, warranties and covenants of the Borrower contained in the Original Credit Agreement, the Borrower acknowledges and agrees that any causes of action or other rights created prior to the applicable language Effective Date in Article X hereof. Notwithstanding anything herein to the contrary, in no event shall the Liens securing the Existing Credit Agreement or the obligations thereunder be deemed affected hereby, it being the intent favor of any Lender and agreement its successors arising out of the Credit Parties that, except as otherwise provided in the Loan Documents, the Liens on the Collateral (as defined in the Existing Credit Agreement) granted to secure the obligations representations and warranties of the Credit Parties Borrower and contained in or delivered (including representations and warranties delivered in connection with the Existing Credit Agreement and the other Loan Documents (as defined in the Existing Credit Agreement), shall not be extinguished and shall remain valid, binding and enforceable securing the obligations under the Existing Credit Agreement, as amended and restated hereby. Each making of the Borrowers party hereto that were not party to loans or other extensions of credit thereunder) in connection with the Existing Original Credit Agreement hereby (a) acknowledges and agrees that (i) it is a Credit Party and a Loan Party for all purposes of the Loan Documents, including the Intercreditor Agreement, and (ii) the term “Borrower” when used in the Intercreditor Agreement in the context of Credit Agreement provisions includes such Borrower as the context may require, and (b) agrees, acknowledges and consents to the matters set forth in the Acknowledgment of and Consent and Agreement to Intercreditor and Collateral Agency Agreement attached to the Intercreditor Agreement as if such Borrower were an original party thereto. Notwithstanding the foregoing, no Designated Borrower that is a Foreign Subsidiary is granting a security interest in its assets to secure any obligations under this Agreement or any other Loan Documents. Each lender party Document executed in connection therewith prior to the Existing Effective Date shall survive the execution and delivery of this Agreement; provided, however, that it is understood and agreed that the Borrower’s monetary obligations under the Original Credit Agreement that is not a party in respect of the loans and letters of credit thereunder are now monetary obligations of the Borrower as evidenced by this Agreement shall have been paid as provided in full with the proceeds Article II hereof. (c) All indemnification obligations of the funding on Borrower pursuant to the Closing Original Credit Agreement (including any arising from a breach of the representations thereunder) with respect to any losses, claims, damages, liabilities and related expenses occurring prior to the Effective Date shall survive the amendment and restatement of the Original Credit Agreement pursuant to this Agreement. (d) On and after the Effective Date., (i) each reference in the Loan Documents to the “Credit Agreement”, “thereunder”, “thereof” or similar words referring to the ​

Amendment and Restatement. This Agreement constitutes an amendment and restatement of The parties hereto agree that, on the Closing Date, the following transactions shall be deemed to occur automatically, without further action by any party hereto: (a) the Existing Credit Agreement and the Existing Guaranty Agreement and as such, except for the indebtedness and other than obligations provided for in the Existing Credit Agreement (which indebtedness and obligations shall survive, be renewed, extended deemed to be amended and restated by the terms of in its entirety pursuant to this Agreement), all terms and provisions of this Agreement supersede in their entirety (b) the terms and provisions of the Existing Credit Agreement and the Existing Guaranty Agreement in their entirety. This Agreement is not intended as and shall not be construed as a release or novation of any or all of the obligations and liabilities existing under the Existing Credit Agreement, the Existing Guaranty Agreement and the “Loan Documents” Collateral Documents (as defined in the Existing Credit Agreement). Any reference Agreement and giving effect to “Existing Guaranty Agreement", “Guaranty Agreement” or the terms thereof in any of the Loan Documents shall automatically be deemed to be a reference to the applicable language in Article X hereof. Notwithstanding anything herein to the contrary, in no event shall amendments thereto) and the Liens created thereunder in favor of Regions Bank as the Collateral Agent and/or the Administrative Agent and securing the Existing Credit Agreement or the obligations thereunder be deemed affected hereby, it being the intent and agreement of the Credit Parties that, except as otherwise provided in the Loan Documents, the Liens on the Collateral (as defined in the Existing Credit Agreement) granted to secure the obligations of the Credit Parties in connection with the Existing Credit Agreement and the other Loan Documents Obligations (as defined in the Existing Credit Agreement), shall not be extinguished remain in full force and shall remain valideffect with respect to the Obligations and are hereby reaffirmed, binding and enforceable securing (c) all Obligations (as defined in the obligations Existing Credit Agreement) under the Existing Credit Agreement, as amended Agreement shall be deemed to be Obligations outstanding hereunder and restated hereby. Each this Agreement shall not constitute a novation of such Obligations or any of the Borrowers party hereto that were not party rights, duties and obligations of the parties hereunder and (d) all references in the other Credit Documents to the Existing Credit Agreement hereby (a) acknowledges shall be deemed to refer without further amendment to this Agreement. The parties hereto further acknowledge and agrees agree that (i) it is a Credit Party and a Loan Party for all purposes of the Loan Documents, including the Intercreditor Agreement, and (ii) the term “Borrower” when used in the Intercreditor Agreement in the context of Credit Agreement provisions includes such Borrower as the context may require, and (b) agrees, acknowledges and consents to the matters set forth in the Acknowledgment of and Consent and Agreement to Intercreditor and Collateral Agency Agreement attached to the Intercreditor Agreement as if such Borrower were an original party thereto. Notwithstanding the foregoing, no Designated Borrower that is a Foreign Subsidiary is granting a security interest in its assets to secure any obligations under this Agreement or any other Loan Documents. Each lender party 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 is not a party this the Revolving Commitments (as defined in the Existing Credit Agreement) in effect under the Existing Credit Agreement shall immediately prior to the Closing Date have been paid reallocated to the Revolving Commitments set forth on Appendix A and the Revolving Loans (as defined in full with the proceeds of Existing Credit Agreement) outstanding under the funding 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 DateDate and do not require any Assignment and Assumption or any other action of any Person.

Amendment and Restatement. This Agreement constitutes an amendment shall become effective on the Effective Date and restatement of the Existing Credit Agreement and the Existing Guaranty Agreement and as such, except for the indebtedness and other than obligations provided for in the Existing Credit Agreement (which indebtedness and obligations shall survive, be renewed, extended and restated by the terms of this Agreement), supersede all terms and provisions of this Agreement supersede in their entirety the terms and provisions of the Existing Credit Agreement as of such date. From and after the Existing Guaranty Agreement in their entirety. This Agreement is not intended as and shall not be construed as a release or novation Effective Date, (a)(i) the commitments of any or all of the obligations and liabilities existing those Lenders under the Existing Credit Agreement, the Existing Guaranty Agreement and that are continuing as Lenders under this Agreement (the “Loan Documents” (Continuing Lenders”) shall be amended as defined in the Existing Credit Agreement). Any reference to “Existing Guaranty Agreement", “Guaranty Agreement” or the terms thereof in any of the Loan Documents shall automatically be deemed to be a reference to the applicable language in Article X hereof. Notwithstanding anything herein to the contrary, in no event shall the Liens securing the Existing Credit Agreement or the obligations thereunder be deemed affected hereby, it being the intent and agreement of the Credit Parties that, except as otherwise provided in the Loan Documents, the Liens set forth on the Collateral (as defined in the Existing Credit Agreement) granted to secure the obligations of the Credit Parties in connection with the Existing Credit Agreement and the other Loan Documents (as defined in the Existing Credit Agreement), shall not be extinguished and shall remain valid, binding and enforceable securing the obligations under the Existing Credit Agreement, as amended and restated hereby. Each of the Borrowers party Schedule 1 hereto that were not party to the Existing Credit Agreement hereby (a) acknowledges and agrees that (i) it is a Credit Party and a Loan Party for all purposes of the Loan Documents, including the Intercreditor Agreement, and (ii) the term commitments of those “BorrowerLenders” when used in the Intercreditor Agreement in the context of Credit Agreement provisions includes such Borrower as the context may require, and (b) agrees, acknowledges and consents to the matters set forth in the Acknowledgment of and Consent and Agreement to Intercreditor and Collateral Agency Agreement attached to the Intercreditor Agreement as if such Borrower were an original party thereto. Notwithstanding the foregoing, no Designated Borrower that is a Foreign Subsidiary is granting a security interest in its assets to secure any obligations under this Agreement or any other Loan Documents. Each lender party to the Existing Credit Agreement that is are not a party continuing as Lenders under this Agreement (the “Non-Continuing Lenders”) shall automatically be terminated and cease to have been paid 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 Existing Credit Agreement immediately prior to the Effective Date (the “New Lenders”); (b) all outstanding “Revolving Loans” of the Non-Continuing Lenders shall be repaid in full (together with the proceeds all interest accrued thereon and amounts payable pursuant to Section 1.12 hereof of the funding Existing Credit Agreement in connection with such payment, and all fees accrued under the Existing Credit Agreement through the Effective Date) on the Closing Effective Date (and the Borrower shall pay to each Continuing Lender all amounts, if any, payable pursuant to Section 1.12 hereof of the Existing Credit Agreement as if the outstanding Revolving Loans had been prepaid on the Effective Date); and (c) all outstanding “Revolving Loans” of the Continuing Lenders and all interests in outstanding “Letters of Credit” under the Existing Credit Agreement shall remain outstanding as the initial Revolving Loans and Letters of Credit hereunder. The Continuing Lenders and New Lenders each agree to make such purchases and sales of interests in the Revolving Loans and L/C Obligations outstanding on the Effective Date between themselves so that each Continuing Lender and New Lender is then holding its relevant Revolver Percentage of outstanding Revolving Loans and risk participation interests in outstanding L/C Obligations based on their Revolving Credit Commitments as in effect after giving effect hereto (such purchases and sales shall be arranged through the Administrative Agent and each Lender hereby agrees to execute such further instruments and documents, if any, as the Administrative Agent may reasonably request in connection therewith), with all subsequent extensions of credit under this Agreement (including, without limitation, participations in respect of all Swingline Signature Page to Xxxxx Xxxx LaSalle Finance B.V. Second Amended and Restated Multicurrency Credit Agreement IN WITNESS WHEREOF, the parties hereto have caused their duly authorized officers to execute and deliver this Agreement as of the date first above written. XXXXX XXXX LASALLE FINANCE B.V. By ____________________________________ Title _________________________________ XXXXX XXXX LASALLE INCORPORATED, as Guarantor By ____________________________________ Title _________________________________ XXXXX XXXX LASALLE CO-INVESTMENT, INC., as Guarantor By ____________________________________ Title _________________________________ XXXXX XXXX LASALLE INTERNATIONAL, INC., as Guarantor By ____________________________________ Title _________________________________ LASALLE INVESTMENT MANAGEMENT, INC., as Guarantor By ____________________________________ Title _________________________________ Signature Page to Xxxxx Xxxx LaSalle Finance B.V. Second Amended and Restated Multicurrency Credit Agreement XXXXX XXXX LASALLE AMERICAS, INC., as Guarantor By ____________________________________ Title _________________________________ XXXXX XXXX LASALLE LIMITED, as Guarantor By ____________________________________ Title _________________________________ XXXXX XXXX LASALLE SE, as Guarantor By ____________________________________ Title _________________________________ XXXXX XXXX LASALLE NEW ENGLAND LLC, as Guarantor By ____________________________________ Title _________________________________ XXXXX XXXX LASALLE BROKERAGE, INC., as Guarantor By ____________________________________ Title _________________________________

Amendment and Restatement. This Amended and Restated Mortgage, Security Agreement constitutes and Fixture Financing Statement, together with the Other Mortgage, shall amend and restate, but shall not replace, the Mortgage, Security Agreement and Fixture Financing Statement executed by Borrower and Other Borrower for the benefit of CWCapital LLC, a Massachusetts limited liability company (“CWC”) dated November 21, 2006 and recorded at Document Number 0633134007 in the Xxxx County, Illinois Recorder’s Office (the “Original Mortgage”). CWC assigned the entirety of its interest in the Original Mortgage to Lender pursuant to the Assignment of Mortgage, Security Agreement and Fixture Financing Statement dated as of December 21, 2006 and executed by CWC for the benefit of Lender. CWC also assigned the entirety of its interest in the other Loan Documents to Lender as of December 21, 2006. All terms, conditions and obligations of the Original Mortgage shall remain in full force and effect as assigned to Lender and as restated herein and in the Other Mortgage and amended hereby and by the Other Mortgage, and all rights and remedies provided for therein shall be preserved to the Lender. Nothing contained herein or done pursuant hereto shall affect or be construed to affect the priority of the lien or security interest created by the Original Mortgage over the priority of other liens, charges, encumbrances or other security interests. Borrower does hereby confirm, ratify and reaffirm the obligations contained in the Original Mortgage, as assigned to Lender and as amended and restated hereby and by the Other Mortgage. This Amended and Restated Mortgage, Security Agreement and Fixture Financing Statement is an amendment and restatement of the Existing Credit Agreement only and the Existing Guaranty Agreement not a novation; and except as such, except for the indebtedness herein provided and other than obligations provided for in the Existing Credit Agreement (which indebtedness and obligations shall survive, be renewed, extended and restated by the terms of this Agreement)Other Mortgage, all terms and provisions of this Agreement supersede in their entirety the terms and provisions conditions of the Existing Credit Agreement Original Mortgage shall remain in full force and the Existing Guaranty Agreement in their entirety. This Agreement is not intended as and shall not be construed as a release or novation of any or all effect until payment of the obligations and liabilities existing under the Existing Credit Agreement, the Existing Guaranty Agreement and the “Loan Documents” (as defined Debt in the Existing Credit Agreement). Any reference to “Existing Guaranty Agreement", “Guaranty Agreement” or the terms thereof in any of the Loan Documents shall automatically be deemed to be a reference to the applicable language in Article X hereof. Notwithstanding anything herein to the contrary, in no event shall the Liens securing the Existing Credit Agreement or the obligations thereunder be deemed affected hereby, it being the intent and agreement of the Credit Parties that, except as otherwise provided in the Loan Documents, the Liens on the Collateral (as defined in the Existing Credit Agreement) granted to secure the obligations of the Credit Parties in connection with the Existing Credit Agreement and the other Loan Documents (as defined in the Existing Credit Agreement), shall not be extinguished and shall remain valid, binding and enforceable securing the obligations under the Existing Credit Agreement, as amended and restated hereby. Each of the Borrowers party hereto that were not party to the Existing Credit Agreement hereby (a) acknowledges and agrees that (i) it is a Credit Party and a Loan Party for all purposes of the Loan Documents, including the Intercreditor Agreement, and (ii) the term “Borrower” when used in the Intercreditor Agreement in the context of Credit Agreement provisions includes such Borrower as the context may require, and (b) agrees, acknowledges and consents to the matters set forth in the Acknowledgment of and Consent and Agreement to Intercreditor and Collateral Agency Agreement attached to the Intercreditor Agreement as if such Borrower were an original party thereto. Notwithstanding the foregoing, no Designated Borrower that is a Foreign Subsidiary is granting a security interest in its assets to secure any obligations under this Agreement or any other Loan Documents. Each lender party to the Existing Credit Agreement that is not a party this Agreement shall have been paid in full with the proceeds of the funding on the Closing Datefull.

Amendment and Restatement. (a) On the Closing Date, the Existing Credit Agreement automatically shall be deemed amended and restated in its entirety by this Agreement and the Commitments, Loans and other Obligations under the Existing Credit Agreement and as defined therein automatically shall be amended and restated in their entireties by the Commitments, Loans and Obligations hereunder. This Agreement constitutes an amendment is not a novation of the Existing Credit Agreement or the credit facilities, indebtedness, accrued fees, accrued interest, expenses reimbursable by the Borrower and restatement other obligations under the Existing Credit Agreement. It is the intent of the parties to amend and restate the Existing Credit Agreement and the Existing Guaranty Agreement and as suchcredit facilities provided thereunder, except for the indebtedness and other than obligations provided for in without novation or interruption. (b) If any Revolving Loans are outstanding under the Existing Credit Agreement (on the Closing Date, then each Lender shall make Revolving Loans on the Closing Date, the proceeds of which indebtedness and obligations shall survive, be renewed, extended and restated applied by the terms of this Agreement), all terms and provisions of this Agreement supersede in their entirety Administrative Agent to prepay the terms and provisions of the Existing Credit Agreement and the Existing Guaranty Agreement in their entirety. This Agreement is not intended as and shall not be construed as a release or novation of any or all of the obligations and liabilities existing outstanding Revolving Loans under the Existing Credit Agreement, in an amount necessary such that immediately after giving effect thereto each Lender holds its Applicable Percentage (with respect to the Existing Guaranty Agreement and Revolving Facility) of the “Loan Documents” outstanding Revolving Loans. (as defined in c) If any Letters of Credit or Swingline Loans are outstanding under the Existing Credit Agreement). Any reference to “Existing Guaranty Agreement"Agreement on the Closing Date, “Guaranty Agreement” or then on the terms thereof in any Closing Date the risk participations of the Lenders in each outstanding Letter of Credit and each outstanding Swingline Loan Documents shall be automatically reallocated such that the risk participation of each Lender in each outstanding Letter of Credit and Swingline Loan equals such Lender’s Applicable Percentage (with respect to the Revolving Facility) of each such Letter of Credit and Swingline Loan. From and after the Closing Date, by execution of this Agreement, each Person identified as a “Lender” on each signature page that is not already a Lender under the Existing Credit Agreement hereby acknowledges, agrees and confirms that, by its execution of this Agreement, such Person will be deemed to be a reference party to the applicable language in Article X hereof. Notwithstanding anything herein to the contrary, in no event this Agreement and a “Lender” for all purposes of this Agreement and shall the Liens securing the Existing Credit Agreement or have all of the obligations thereunder be deemed affected hereby, of a Lender hereunder as if it being the intent and agreement of the Credit Parties that, except as otherwise provided in the Loan Documents, the Liens on the Collateral (as defined in had executed the Existing Credit Agreement) granted to secure the obligations of the Credit Parties in connection with the Existing Credit Agreement and the other Loan Documents (as defined in the Existing Credit Agreement), shall not be extinguished and shall remain valid, binding and enforceable securing the obligations under the Existing Credit Agreement, as amended and restated hereby. Each of the Borrowers party hereto that were not party to the Existing Credit Agreement hereby (a) acknowledges and agrees that (i) it is a Credit Party and a Loan Party for all purposes of the Loan Documents, including the Intercreditor Agreement, and (ii) the term “Borrower” when used in the Intercreditor Agreement in the context of Credit Agreement provisions includes such Borrower as the context may require, and (b) agrees, acknowledges and consents to the matters set forth in the Acknowledgment of and Consent and Agreement to Intercreditor and Collateral Agency Agreement attached to the Intercreditor Agreement as if such Borrower were an original party thereto. Notwithstanding the foregoing, no Designated Borrower that is a Foreign Subsidiary is granting a security interest in its assets to secure any obligations under this Agreement or any other Loan Documents. Each lender party to the Existing Credit Agreement that is not a party this Agreement shall have been paid in full with the proceeds of the funding on the Closing Date.

Amendment and Restatement. This Agreement constitutes an amendment On the Sixth Amended and restatement of Restated Effective Date, the Existing Credit Agreement and the Existing Guaranty Agreement and as such, except for the indebtedness and other than obligations provided for in the Existing Original Credit Agreement (which indebtedness as previously amended, restated or otherwise modified including in connection with the Fifth Amended and obligations Restated Credit Agreement) shall survivebe amended, be renewed, extended restated and restated by the terms of superseded in its entirety. The parties hereto acknowledge and agree that (i) this Agreement), all terms any Notes delivered pursuant hereto and provisions of this Agreement supersede the other Loan Documents executed and delivered in their entirety the terms connection herewith do not constitute a novation, payment and provisions reborrowing, or termination of the Existing Credit Agreement and the Existing Guaranty Agreement in their entirety. This Agreement is not intended as and shall not be construed as a release or novation of any or all of the obligations and liabilities existing under the Existing Credit Agreement, the Existing Guaranty Agreement and the “Loan DocumentsObligations” (as defined in the Existing Original Credit Agreement (as previously amended, restated or otherwise modified including in connection with the Fifth Amended and Restated Credit Agreement). Any reference ) under the Original Credit Agreement (as previously amended, restated or otherwise modified including in connection with the Fifth Amended and Restated Credit Agreement) as in effect prior to the Sixth Amended and Restated Effective Date; (ii) such “Existing Guaranty Agreement", “Guaranty AgreementObligations” or are in all respects continuing with only the terms thereof being modified as provided in any this Agreement; (iii) the Liens as granted under the Collateral Documents securing payment of such “Obligations” are in all respects continuing and in full force and effect and secure the payment of the Loan Documents shall automatically be deemed to be a reference to the applicable language in Article X hereof. Notwithstanding anything herein to the contrary, in no event shall the Liens securing the Existing Credit Agreement or the obligations thereunder be deemed affected hereby, it being the intent and agreement of the Credit Parties that, except as otherwise provided in the Loan Documents, the Liens on the Collateral Obligations (as defined in the Existing Credit this Agreement) granted to secure and are hereby fully ratified and affirmed; and (iv) upon the obligations effectiveness of this Agreement all loans and letters of credit outstanding under the Original Credit Parties Agreement (as previously amended, restated or otherwise modified including in connection with the Existing Fifth Amended and Restated Credit Agreement) immediately before the effectiveness of this Agreement will be part of the Loans and Letters of Credit hereunder on the terms and conditions set forth in this Agreement. Without limitation of the foregoing, Borrower hereby fully and unconditionally ratifies and affirms all Collateral Documents and agrees that all collateral granted thereunder shall from and after the Sixth Amended and Restated Effective Date secure all Obligations hereunder. Notwithstanding the modifications effected by this Agreement of the representations, warranties and covenants of the Loan Parties contained in the Original Credit Agreement (as previously amended, restated or otherwise modified including in connection with the Fifth Amended and Restated Credit Agreement), Borrower acknowledges and agrees that any causes of action or other rights created in favor of any Lender and its successors arising out of the representations and warranties of any Credit Party contained in or delivered (including representations and warranties delivered in connection with the making of the loans or other extensions of credit thereunder) in connection with the Original Credit Agreement (as previously amended, restated or otherwise modified including in connection with the Fifth Amended and Restated Credit Agreement) or any other Loan Document executed in connection therewith shall survive the execution and delivery of this Agreement, provided, further, that the Obligations under the other Loan Documents shall also continue in full force and effect including, without limitation, the Obligations of each Credit Party pursuant to the Collateral Documents. All indemnification obligations of each Credit Party pursuant to the Original Credit Agreement (as defined previously amended, restated or otherwise modified including in connection with the Existing Fifth Amended and Restated Credit Agreement)) (including any arising from a breach of the representations thereunder) shall survive the amendment and restatement of the Original Credit Agreement (as previously amended, shall not be extinguished restated or otherwise modified including in connection with the Fifth Amended and shall remain valid, binding and enforceable securing the obligations under the Existing Restated Credit Agreement, as amended and restated hereby. Each of the Borrowers party hereto that were not party ) pursuant to the Existing Credit Agreement hereby (a) acknowledges and agrees that (i) it is a Credit Party and a Loan Party for all purposes of the Loan Documents, including the Intercreditor this Agreement, and (ii) the term “Borrower” when used in the Intercreditor Agreement in the context of Credit Agreement provisions includes such Borrower as the context may require, and (b) agrees, acknowledges and consents to the matters set forth in the Acknowledgment of and Consent and Agreement to Intercreditor and Collateral Agency Agreement attached to the Intercreditor Agreement as if such Borrower were an original party thereto. Notwithstanding the foregoing, no Designated Borrower that is a Foreign Subsidiary is granting a security interest in its assets to secure any obligations under this Agreement or any other Loan Documents. Each lender party to the Existing Credit Agreement that is not a party this Agreement shall have been paid in full with the proceeds of the funding on the Closing Date.

Amendment and Restatement. This Agreement constitutes an amendment shall become effective on the Effective Date and restatement of the Existing Credit Agreement and the Existing Guaranty Agreement and as such, except for the indebtedness and other than obligations provided for in the Existing Credit Agreement (which indebtedness and obligations shall survive, be renewed, extended and restated by the terms of this Agreement), supersede all terms and provisions of this Agreement supersede in their entirety the terms and provisions of the Existing Credit Agreement as of such date. From and after the Existing Guaranty Agreement in their entirety. This Agreement is not intended as and shall not be construed as a release or novation Effective Date, (a)(i) the commitments of any or all of the obligations and liabilities existing those Lenders under the Existing Credit Agreement, the Existing Guaranty Agreement and that are continuing as Lenders under this Agreement (the “Loan DocumentsContinuing Lenders”) shall be amended as set forth on Schedule 1 hereto and (ii) the commitments of those “Lenders” (as defined in the Existing Credit Agreement). Any reference to “Existing Guaranty Agreement", “Guaranty Agreement” or the terms thereof in any of the Loan Documents shall automatically be deemed to be a reference to the applicable language in Article X hereof. Notwithstanding anything herein to the contrary, in no event shall the Liens securing under the Existing 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 obligations thereunder be deemed affected hereby, it being the intent respective Commitments of such Continuing Lenders and agreement of the Credit Parties that, except as otherwise provided in the Loan Documents, the Liens on the Collateral (as defined in the Existing Credit Agreement) granted those Lenders party to secure the obligations of the Credit Parties in connection with this Agreement that were not “Lenders” under the Existing Credit Agreement immediately prior to the Effective Date (the “New Lenders”); (b) all outstanding “Revolving Loans” of the Non-Continuing Lenders shall be repaid in full (together with all interest accrued thereon and the other Loan Documents (as defined in amounts payable pursuant to Section 1.12 hereof of the Existing Credit Agreement)Agreement in connection with such payment, shall not be extinguished and shall remain valid, binding and enforceable securing the obligations all fees accrued under the Existing Credit AgreementAgreement through the Effective Date) on the Effective Date (and the Borrower shall pay to each Continuing Lender all amounts, if any, payable pursuant to Section 1.12 hereof of the Existing Credit Agreement as if the outstanding Revolving Loans had been prepaid on the Effective Date); and (c) all outstanding “Revolving Loans” of the Continuing Lenders and all interests in outstanding “Letters of Credit” under the Existing Credit Agreement shall remain outstanding as the initial Revolving Loans and Letters of Credit hereunder. The Continuing Lenders and New Lenders each agree to make such purchases and sales of interests in the Revolving Loans and L/C Obligations outstanding on the Effective Date between themselves so that each Continuing Lender and New Lender is then holding its relevant Revolver Percentage of outstanding Revolving Loans and risk participation interests in outstanding L/C Obligations based on their Revolving Credit Commitments as in effect after giving effect hereto (such purchases and sales shall be arranged through the Administrative Agent and each Lender hereby agrees to execute such further instruments and documents, if any, as amended 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 restated hereby. Each Letters of Credit) to be made in accordance with the respective Revolving Credit Commitments of the Borrowers Lenders from time to time party hereto that were not party to this Agreement as provided herein. All references made to the Existing Credit Agreement hereby (a) acknowledges in any Credit Document or in any other instrument or document shall, without more, be deemed to refer Signature Page to Xxxxx Xxxx LaSalle Finance B.V. Second Amended and agrees that (i) it is a Restated Multicurrency Credit Party Agreement IN WITNESS WHEREOF, the parties hereto have caused their duly authorized officers to execute and a Loan Party for all purposes deliver this Agreement as of the Loan Documentsdate first above written. XXXXX LANG LASALLE FINANCE B.V. By /s/ Xxxxxxx Xxxxxxxxx Vroegop_______ Title Director XXXXX LANG LASALLE INCORPORATED, including the Intercreditor Agreementas Guarantor By /s/ Xxxxx X. Xxxxxx Title Executive V.P. & Global Treasurer XXXXX LANG LASALLE CO-INVESTMENT, INC., as Guarantor By /s/ Xxxxx X. Xxxxxx Title Vice President & Treasurer XXXXX LANG LASALLE INTERNATIONAL, INC., as Guarantor By /s/ Xxxxx X. Xxxxxx Title Vice President & Treasurer LASALLE INVESTMENT MANAGEMENT, INC., as Guarantor By /s/ Xxxxxxx Xxxxxxxx Title CFO Signature Page to Xxxxx Xxxx LaSalle Finance B.V. Second Amended and (ii) the term “Borrower” when used in the Intercreditor Agreement in the context of Restated Multicurrency Credit Agreement provisions includes such Borrower XXXXX LANG LASALLE AMERICAS, INC., as the context may requireGuarantor By /s/ Xxxxx X. Xxxxxx Title Executive V.P. & Treasurer XXXXX LANG LASALLE LIMITED, and (b) agreesas Guarantor By /s/ Xxxxx Xxxxxxxxxxx Title Attorney-in-Fact XXXXX LANG LASALLE GMBH, acknowledges and consents to the matters set forth in the Acknowledgment of and Consent and Agreement to Intercreditor and Collateral Agency Agreement attached to the Intercreditor Agreement as if such Borrower were an original party thereto. Notwithstanding the foregoingGuarantor By /s/ Xxxxx X. Xxxxxx Title Attorney-in-Fact XXXXX LANG LASALLE NEW ENGLAND LLC, no Designated Borrower that is a Foreign Subsidiary is granting a security interest in its assets to secure any obligations under this Agreement or any other Loan Documents. Each lender party to the Existing Credit Agreement that is not a party this Agreement shall have been paid in full with the proceeds of the funding on the Closing Dateas Guarantor By /s/ Xxxxx X. Xxxxxx Title Executive V.P. & Global Treasurer XXXXX LANG LASALLE BROKERAGE, INC., as Guarantor By /s/ Xxxxx X. Xxxxxx Title Treasurer

Amendment and Restatement. This The parties to the Existing Credit Agreement, to the extent party hereto, each hereby agree that, at such time as this Agreement constitutes an amendment shall have become effective pursuant to the terms of Section 5.1, (a) the Existing Credit Agreement automatically shall be deemed amended and restatement of restated in its entirety by this Agreement, and (b) the Commitments and Loans under the Existing Credit Agreement and as defined therein automatically shall be replaced with the Existing Guaranty Agreement Commitments and as such, except for the indebtedness and other than obligations provided for in the Existing Credit Agreement (which indebtedness and obligations shall survive, be renewed, extended and restated by the terms of this Agreement), all terms and provisions of this Agreement supersede in their entirety the terms and provisions of the Existing Credit Agreement and the Existing Guaranty Agreement in their entiretyLoans hereunder. This Agreement is not intended as and shall not be construed as a release or novation of the Existing Credit Agreement. On the Closing Date, (i)(x) the Credit Parties shall prepay any or all of the obligations and liabilities existing dollar tranche revolving credit loans outstanding under the Existing Credit Agreement, Agreement to the Existing Guaranty Agreement and extent necessary to keep the “Loan Documents” (outstanding Dollar Tranche Revolving Credit CHAR1\1753066v5 Loans ratable with the revised Dollar Tranche Revolving Credit Commitments as defined in the Existing Credit Agreement). Any reference to “Existing Guaranty Agreement", “Guaranty Agreement” or the terms thereof in any of the Loan Documents shall automatically be deemed to be a reference to Closing Date, and (y) the applicable language in Article X hereof. Notwithstanding anything herein to dollar tranche revolving credit loans and dollar tranche revolving credit commitments made by the contrary, in no event shall the Liens securing lenders under the Existing Credit Agreement or shall be re-allocated and restated among the obligations thereunder Lenders so that, as of the Closing Date, the respective Dollar Tranche Revolving Credit Commitments of the Lenders shall be deemed affected hereby, it being the intent as set forth on Schedule 1.1(b) and agreement of (ii)(x) the Credit Parties that, except as otherwise provided in the Loan Documents, the Liens on the Collateral (as defined in the Existing Credit Agreement) granted to secure the obligations of the Credit Parties in connection with shall prepay any designated currency tranche revolving credit loans outstanding under the Existing Credit Agreement to the extent necessary to keep the outstanding Designated Currency Tranche Revolving Credit Loans ratable with the revised Designated Currency Tranche Revolving Credit Commitments as of the Closing Date, and (y) the other Loan Documents (as defined in designated currency tranche revolving credit loans and designated currency tranche revolving credit commitments made by the Existing Credit Agreement), shall not be extinguished and shall remain valid, binding and enforceable securing the obligations lenders under the Existing Credit AgreementAgreement shall be re-allocated and restated among the Lenders so that, as amended and restated hereby. Each of the Borrowers party hereto that were not party to the Existing Credit Agreement hereby (a) acknowledges and agrees that (i) it is a Credit Party and a Loan Party for all purposes of the Loan Documents, including the Intercreditor Agreement, and (ii) the term “Borrower” when used in the Intercreditor Agreement in the context of Credit Agreement provisions includes such Borrower as the context may require, and (b) agrees, acknowledges and consents to the matters set forth in the Acknowledgment of and Consent and Agreement to Intercreditor and Collateral Agency Agreement attached to the Intercreditor Agreement as if such Borrower were an original party thereto. Notwithstanding the foregoing, no Designated Borrower that is a Foreign Subsidiary is granting a security interest in its assets to secure any obligations under this Agreement or any other Loan Documents. Each lender party to the Existing Credit Agreement that is not a party this Agreement shall have been paid in full with the proceeds of the funding on the Closing Date., the respective Designated Currency Tranche Revolving Credit Commitments of the Lenders shall be as set forth on Schedule 1.1(b). CHAR1\1753066v5

Amendment and Restatement. (a) This Agreement constitutes an amendment amends and restatement of restates in its entirety the Existing Credit Agreement. On the Effective Date, (i) the Existing Credit Agreement automatically shall be deemed amended and restated in its entirety by this Agreement, (ii) the Commitments, Advances and other Obligations under the Existing Credit Agreement and the Existing Guaranty Agreement and as such, except for the indebtedness and other than obligations provided for in the Existing Credit Agreement (which indebtedness and obligations defined therein automatically shall survive, be renewed, extended amended and restated in their entireties by the terms Commitments, Advances and Obligations hereunder, (iii) all Letters of this Agreement), all terms and provisions of this Agreement supersede in their entirety the terms and provisions of the Existing Credit Agreement and the Existing Guaranty Agreement in their entirety. This Agreement is not intended as and shall not be construed as a release or novation of any or all of the obligations and liabilities existing under the Existing Credit Agreement, the Existing Guaranty Agreement and the “Loan Documents” (as defined in the Existing Credit Agreement). Any reference to “Existing Guaranty Agreement", “Guaranty Agreement” or the terms thereof in any of the Loan Documents shall automatically be deemed to be a reference to the applicable language in Article X hereof. Notwithstanding anything herein to the contrary, in no event shall the Liens securing the Existing Credit Agreement or the obligations thereunder be deemed affected hereby, it being the intent and agreement of the Credit Parties that, except as otherwise provided in the Loan Documents, the Liens on the Collateral (as defined in the Existing Credit Agreement) granted issued and outstanding under the Existing Credit Agreement shall be deemed Letters of Credit issued and outstanding under this Agreement and subject to secure the obligations of terms hereof, (iv) the Credit Parties Liens created under or in connection with the Existing Credit Agreement or any of the collateral documents executed in connection therewith shall remain in full force and effect (in the case of any such collateral document that is amended and restated pursuant to a Collateral Document on the date hereof, on the terms and conditions set forth in such Collateral Document) with respect to the Obligations and are hereby reaffirmed, and (v) any references in the other Loan Documents to the Existing Credit Agreement shall be deemed to refer without further amendment to this Agreement, as it may be amended, restated, supplemented or modified from time to time in accordance with its terms. This Agreement and the other Loan Documents (as defined herein) are not a novation of the Existing Credit Agreement and the other Loan Documents (as defined in the Existing Credit Agreement)) or the credit facilities, shall not be extinguished indebtedness and shall remain valid, binding and enforceable securing the other obligations under the Existing Credit Agreement. It is the intent of the parties to amend and restate the Existing Credit Agreement, the other existing Loan Documents (as amended defined in the Existing Credit Agreement) and restated herebythe credit facilities provided thereunder, without novation or interruption. (b) On the Effective Date, (i) the risk participations of the Lenders hereunder in each outstanding Letter of Credit and each outstanding Swing Line Advance shall be automatically reallocated such that the risk participation of each Lender in each outstanding Letter of Credit and Swing Line Advance equals such Lender’s Pro Rata Share (based on such Lender’s and the other Lenders’ respective Revolving Credit Commitments in effect hereunder on the Effective Date) of each such Letter of Credit and Swing Line Advance, and (ii) each Lender with a Revolving Credit Commitment hereunder shall make and/or accept payment of Revolving Credit Advances, and the Administrative Agent shall (and is authorized to) make such transfers and prepayments of funds and reallocations as are necessary, in order that, after giving effect to the amendment and restatement of the Existing Credit Agreement by this Agreement, and such fundings, payments, transfers and reallocations, each Lender will hold its Pro Rata Share (based on such Lender’s and the other Lenders’ respective Revolving Credit Commitments in effect hereunder on the Effective Date) of the outstanding amount of all Revolving Credit Advances. Each Advance advanced hereunder on the date hereof (even if a portion of such Advance is deemed advanced by allowing some or all of the Borrowers loans outstanding under the Existing Credit Agreement to remain outstanding as a portion of the Advances advanced hereunder on date hereof) shall be deemed made and borrowed on the date hereof for purposes of determining Interest Periods applicable to Term SOFR Advances, and each Lender that was a Lender under the Existing Credit Agreement immediately prior to effectiveness of this Agreement waives any right to payment under Section 2.10(g) of the Existing Credit Agreement as a result of the foregoing. (c) From and after the Effective Date, (i) by execution of this Agreement, each Person identified as a “Lender” on each signature page that is not already a Lender under the Existing Credit Agreement hereby acknowledges, agrees and confirms that, by its execution of this Agreement, such Person will be deemed to be a party hereto to this Agreement and a “Lender” for all purposes of this Agreement and shall have all of the obligations of a Lender hereunder (notwithstanding that were it was not a party to the Existing Credit Agreement hereby (a) acknowledges and agrees that (i) it is a Credit Party and a Loan Party for all purposes of prior to the Loan Documents, including the Intercreditor Agreementdate hereof), and (ii) the term “Borrower” when used in the Intercreditor Agreement in the context of Credit Agreement provisions includes such Borrower as the context may require, and (b) agrees, acknowledges and consents to the matters set forth in the Acknowledgment of and Consent and Agreement to Intercreditor and Collateral Agency Agreement attached to the Intercreditor Agreement as if such Borrower were an original party thereto. Notwithstanding the foregoing, no Designated Borrower each Person that is was a Foreign Subsidiary is granting a security interest in its assets to secure any obligations Lender under this Agreement or any other Loan Documents. Each lender party to the Existing Credit Agreement that is but does not execute this Agreement as a Lender will not be a party to this Agreement shall have been paid in full with the proceeds of the funding on the Closing Dateand will not be a “Lender” hereafter.

Amendment and Restatement. This Agreement constitutes an amendment and restatement of (a) On the Effective Date the Existing Credit Agreement shall be amended, restated and superseded in its entirety by this Agreement and the Existing Guaranty ABL Credit Agreement collectively (the “ALTA Credit Agreements”). The parties hereto acknowledge and agree that (i) this Agreement, any promissory notes delivered pursuant hereto and the other Loan Documents executed and delivered in connection herewith do not constitute a novation or termination of the “Obligations” (as such, except for the indebtedness and other than obligations provided for defined in the Existing Credit Agreement Agreement) (which indebtedness and obligations shall survive, be renewed, extended and restated by the terms of this Agreement), all terms and provisions of this Agreement supersede in their entirety the terms and provisions of “Existing Obligations”) under the Existing Credit Agreement and the Existing Guaranty Agreement in their entirety. This Agreement is not intended as and shall not be construed as a release or novation any of any or all of the obligations and liabilities existing under the Existing Credit Agreement, the Existing Guaranty Agreement and the “Loan Documents” (as defined in the Existing Credit Agreement). Any reference ) as in effect prior to “the Effective Date and (x) the Obligations hereunder pertaining to any Floor Plan Loans or the floor plan facility in general and (y) the ABL Obligations under the ABL Agreement pertaining to any Revolving Loans (as such term is defined in the ABL Credit Agreement) or the revolving loan facility in general are collectively issued in exchange and replacement for such Existing Guaranty Agreement"Obligations and (ii) such Existing Obligations are in all respects continuing and (x) to the extent relating to any Floor Plan Loans or the floor plan facility in general and (y) to the extent relating to any Revolving Loans or the revolving facility in general shall collectively constitute Obligations or ABL Obligations, “Guaranty Agreement” or as applicable, under the ALTA Credit Agreements with only the terms thereof being modified as provided in any of the Loan Documents shall automatically be deemed to be a reference to the applicable language in Article X hereofALTA Credit Agreement. Notwithstanding anything herein to the contrary, in no event shall the Liens securing the Existing Credit Agreement or the obligations thereunder be deemed affected herebyhereby or by the ABL Credit Agreement, as applicable, it being the intent and agreement of the Credit Loan Parties and the ABL Loan Parties that, except as otherwise provided in the Loan Documents and the ABL Loan Documents, as applicable, the Liens on the Collateral (as defined in the Existing Credit Agreement) collateral granted to secure the obligations of the Credit Parties existing loan parties in connection with the Existing Credit Agreement and the other “Loan Documents Documents” (as defined in the Existing Credit Agreement), shall not be extinguished and shall remain valid, binding and enforceable securing the obligations under the Existing Credit Agreement, Agreement as amended and restated hereby. Each hereby and as amended and restated by the ABL Credit Agreement collectively, and each other Loan Document, ABL Loan Document and agreement evidencing all of any part of any Secured Obligations or any ABL Obligations, as applicable. (b) Notwithstanding the modifications effected by the ALTA Credit Agreements of the representations, warranties and covenants of the Borrowers party hereto contained in the Existing Credit Agreement, the Borrowers acknowledge and agree that were not party to any causes of action or other rights created in favor of the Administrative Agent or any Lender or its successors arising out of the representations and warranties of the Borrowers contained in or delivered in connection with the Existing Credit Agreement shall survive the execution, delivery and effectiveness of this Agreement and/or the ABL Credit Agreement. (c) All indemnification obligations of the Borrowers arising under the Existing Credit Agreement (including any arising from a breach of the representations thereunder) shall survive this amendment and restatement of the Existing Credit Agreement. (d) By its execution hereof, each Lender hereby (a) acknowledges and agrees that (i) it is a Credit Party consents to the amendments and a Loan Party for all purposes amendments and restatements to be executed in connection herewith with respect to any of the Loan DocumentsCollateral Documents delivered in connection with the Existing Credit Agreement and any additional Collateral Documents to be executed in connection herewith, including all as in form and substance approved by the Intercreditor AgreementAdministrative Agent, and (ii) authorizes and directs the term “Borrower” when used in Administrative Agent to enter into such amendments and amendments and restatements. (e) For purposes of determining withholding Taxes imposed under FATCA, from and after the Intercreditor Agreement in Effective Date, the context of Credit Agreement provisions includes such Borrower as Borrowers and the context may require, Administrative Agent shall treat (and (bthe Lenders hereby authorize the Administrative Agent to treat) agrees, acknowledges and consents to the matters set forth in the Acknowledgment of and Consent and Agreement to Intercreditor and Collateral Agency Agreement attached to the Intercreditor this Agreement as not qualifying as a “grandfathered obligation” within the meaning of Treasury Regulation Section 1.1471-2(b)(2)(i). (f) All parties hereto acknowledge and agree if such Borrower were an original party thereto. Notwithstanding the foregoingEffective Date does not occur at or prior to 2:00 p.m., no Designated Borrower that is a Foreign Subsidiary is granting a security interest in its assets to secure any obligations under this Agreement or any other Loan Documents. Each lender party to New York time, on Feburary 14, 2020, the Existing Credit Agreement that is not a party this Agreement shall have been paid continue in full with the proceeds of the funding on the Closing Dateforce and effect without modification hereunder.

Amendment and Restatement. (a) On the Closing Date, the Existing Credit Agreement automatically shall be deemed amended and restated in its entirety by this Agreement and the Commitments, Loans and other Obligations under the Existing Credit Agreement and as defined therein automatically shall be amended and restated in their entireties by the Commitments, Loans and Obligations hereunder. This Agreement constitutes an amendment is not a novation of the Existing Credit Agreement or the credit facilities, indebtedness and restatement other obligations under the Existing Credit Agreement. It is the intent of the parties to amend and restate the Existing Credit Agreement and the Existing Guaranty Agreement and as suchcredit facilities provided thereunder, except for without novation or interruption. (b) On the indebtedness and other than obligations provided for Closing Date, the risk participations of the Lenders hereunder in each outstanding Letter of Credit (including the Existing Letters of Credit) and each outstanding Swing Line Loan shall be automatically reallocated such that the risk participation of each Lender in each outstanding Letter of Credit Agreement and Swing Line Loan equals such Lender’s Applicable Percentage of each such Letter of Credit and Swing Line Loan. The parties acknowledge and agree that (which indebtedness and obligations shall survive, be renewed, extended and restated by the terms of this Agreement), all terms and provisions of this Agreement supersede in their entirety the terms and provisions of the Existing Credit Agreement and the Existing Guaranty Agreement in their entirety. This Agreement is not intended as and shall not be construed as a release or novation of any i) some or all of the obligations and liabilities existing under the Existing Credit Agreement, the Existing Guaranty Agreement and principal balance of the “Loan DocumentsTerm Loan” (as defined in the Existing Credit Agreement). Any reference ) outstanding immediately prior to “Existing Guaranty Agreement", “Guaranty Agreement” effectiveness of this Agreement will remain outstanding and constitute some or the terms thereof in any all of the Term Loan Documents shall automatically be deemed A-1 after giving effect to be a reference this Agreement, (ii) the Term Loan A-1, as of the Closing Date and after effectiveness of this Agreement, will maintain the same Interest Period (i.e., ending on the same date) as was applicable to the applicable language in Article X hereof. Notwithstanding anything herein to the contrary, in no event shall the Liens securing the Existing Credit Agreement or the obligations thereunder be deemed affected hereby, it being the intent and agreement principal balance of the Credit Parties that, except as otherwise provided in the Loan Documents, the Liens on the Collateral “Term Loan” (as defined in the Existing Credit Agreement) granted outstanding immediately prior to secure effectiveness of this Agreement (and shall thereafter be subject to conversion and/or continuation upon expiration of such Interest Period in accordance with the obligations terms of this Agreement), and (iii) the Administrative Agent shall make such adjustments to the Register, and the Term A-1 Lenders shall make necessary settlements among themselves, such that after giving effect thereto each Term A-1 Lender holds a portion of the Credit Term A-1 Loan consistent with Schedule 2.01 attached hereto as of the Closing Date (it being agreed by the Lenders that the transactions described in this sentence shall not give rise to any obligation of the Loan Parties in connection with under Section 3.05 of the Existing Credit Agreement and the other Loan Documents (as defined in the Existing Credit or of this Agreement). (c) From and after the Closing Date, shall not be extinguished and shall remain valid, binding and enforceable securing the obligations under the Existing Credit by execution of this Agreement, each Person identified as amended and restated hereby. Each of the Borrowers party hereto a “Lender” on each signature page that were is not party to already a Lender under the Existing Credit Agreement hereby (a) acknowledges acknowledges, agrees and agrees that (i) it is confirms that, by its execution of this Agreement, such Person will be deemed to be a Credit Party party to this Agreement and a Loan Party “Lender” for all purposes of this Agreement and shall have all of the Loan Documents, including the Intercreditor Agreement, and (ii) the term “Borrower” when used in the Intercreditor Agreement in the context obligations of Credit Agreement provisions includes such Borrower as the context may require, and (b) agrees, acknowledges and consents to the matters set forth in the Acknowledgment of and Consent and Agreement to Intercreditor and Collateral Agency Agreement attached to the Intercreditor Agreement a Lender hereunder as if such Borrower were an original party thereto. Notwithstanding the foregoing, no Designated Borrower that is a Foreign Subsidiary is granting a security interest in its assets to secure any obligations under this Agreement or any other Loan Documents. Each lender party to it had executed the Existing Credit Agreement that is not a party this Agreement shall have been paid in full with the proceeds of the funding on the Closing DateAgreement.

Amendment and Restatement. (a) On the Second Restatement Effective Date, the Existing ABL Collateral Agreement shall be amended and restated in its entirety by this Agreement. This Agreement constitutes an shall not constitute a novation of the Existing ABL Collateral Agreement or any of the other Security Documents. The parties hereto acknowledge and agree that (i) the grant by the Grantors of security interests in the Collateral (as amended and restated hereby) and by the Granting Parties of security interests in the Pledged Collateral (as amended and restated hereby), in each case, pursuant to the Existing ABL Collateral Agreement was made as of the Closing Date (or as of such later date on which a Grantor became a party thereto) and the amendment and restatement of the Existing Credit ABL Collateral Agreement as contemplated hereby continues such grants, (ii) this Agreement and the Existing Guaranty Agreement other Loan Documents, whether executed and as suchdelivered in connection herewith or otherwise, except for the indebtedness and other than obligations provided for in the Existing Credit Agreement (which indebtedness and obligations shall survive, be renewed, extended and restated by the terms of this Agreement), all terms and provisions of this Agreement supersede in their entirety the terms and provisions do not constitute a novation or termination of the Existing Credit Agreement and the Existing Guaranty Agreement in their entirety. This Agreement is not intended as and shall not be construed as a release or novation of any or all of the obligations and liabilities existing under the Existing Credit Agreement, the Existing Guaranty Agreement and the “Loan DocumentsObligations” (as defined in Existing ABL Collateral Agreement), which remain outstanding as of the Second Restatement Effective Date, (iii) the “Obligations” (as defined in Existing ABL Collateral Agreement) are in all respects continuing (as amended and restated hereby and by the Credit Agreement and which are in all respects hereinafter subject to the terms herein) and (iv) the Liens and security interests as granted under the Existing Credit Agreement)ABL Collateral Agreement and the other applicable Loan Documents are in all respects continuing and in full force and effect and are reaffirmed hereby. Any reference To the extent applicable, the Grantors hereby acknowledge, confirm and agree that any financing statements, fixture filings, filings with the United States Patent and Trademark Office or the United States Copyright Office or other instrument similar in effect to the foregoing under applicable law covering all or any part of the Collateral previously filed in favor of the Collateral Agent under the Existing ABL Collateral Agreement are in full force and effect as of the Second Restatement Effective Date, and each Grantor ratifies its authorization for the Collateral Agent to file in any relevant jurisdictions any such financing statement, fixture filing, filing or other instrument relating to all or any part of the Collateral if filed prior to the Second Restatement Effective Date. (b) On and after the Second Restatement Effective Date, (i) all references to the Existing ABL Collateral Agreement or the “Existing Guaranty Agreement", “Guaranty U.S. Security Agreement” or the terms thereof in any of the Loan Documents (other than this Agreement) shall automatically be deemed to refer to this Agreement, (ii) all references to any section (or subsection) of the Existing ABL Collateral Agreement or the “U.S. Security Agreement” in any Loan Document (but not herein) shall be deemed to refer to the corresponding provisions of this Agreement, (iii) except as the context otherwise provides, all references to this Agreement herein (including for purposes of indemnification) shall be deemed to be a reference references to this Agreement and (iv) all references to the applicable language Existing ABL Collateral Agreement or the “U.S. Security Agreement” in Article X hereof. Notwithstanding anything herein to all Blocked Account Agreement executed in connection with the contrary, in no event shall the Liens securing the Existing Credit Agreement or the obligations thereunder Existing ABL Collateral Agreement shall be deemed affected hereby, it being the intent and agreement of the Credit Parties that, except as otherwise provided in the Loan Documents, the Liens on the Collateral (as defined in the Existing Credit to refer to this Agreement) granted to secure the obligations of the Credit Parties in connection with the Existing Credit Agreement and the other Loan Documents (as defined in the Existing Credit Agreement), shall not be extinguished and shall remain valid, binding and enforceable securing the obligations under the Existing Credit Agreement, as amended and restated hereby. Each of the Borrowers party hereto that were not party to the Existing Credit Agreement hereby (a) acknowledges and agrees that (i) it is a Credit Party and a Loan Party for all purposes of the Loan Documents, including the Intercreditor Agreement, and (ii) the term “Borrower” when used in the Intercreditor Agreement in the context of Credit Agreement provisions includes such Borrower as the context may require, and (b) agrees, acknowledges and consents to the matters set forth in the Acknowledgment of and Consent and Agreement to Intercreditor and Collateral Agency Agreement attached to the Intercreditor Agreement as if such Borrower were an original party thereto. Notwithstanding the foregoing, no Designated Borrower that is a Foreign Subsidiary is granting a security interest in its assets to secure any obligations under this Agreement or any other Loan Documents. Each lender party to the Existing Credit Agreement that is not a party this Agreement shall have been paid in full with the proceeds of the funding on the Closing Date.

Amendment and Restatement. (a) This Agreement constitutes an amendment amends, restates and restatement of supersedes the Existing Credit Agreement in its entirety. The parties hereto acknowledge and the Existing Guaranty Agreement and as such, except for the indebtedness and other than obligations provided for in the Existing Credit Agreement agree that (which indebtedness and obligations shall survive, be renewed, extended and restated by the terms of i) this Agreement), all terms and provisions of this Agreement supersede in their entirety the terms and provisions of the Existing Credit Agreement and the Existing Guaranty Agreement in their entirety. This Agreement is not intended as and shall not be construed as a release or novation of any or all of the obligations and liabilities existing under the Existing Credit Agreement, the Existing Guaranty Agreement and the “other Loan Documents” (as defined , whether executed and delivered in the Existing Credit Agreement). Any reference to “Existing Guaranty Agreement"connection herewith or otherwise, “Guaranty Agreement” do not constitute a novation, payment and reborrowing, accord and satisfaction, or the terms thereof in any termination of the Loan Documents shall automatically be deemed to be a reference to the applicable language in Article X hereof. Notwithstanding anything herein to the contrary, in no event shall the Liens securing the Existing Credit Agreement or the obligations evidenced thereby or provided for thereunder be deemed affected hereby, it being as in effect prior to the intent and agreement of Closing Date (except with respect to the Credit Parties thatExiting Banks, except as otherwise provided in that the Loan Documents, the Liens on the Collateral (as defined in the Existing Credit Agreement) granted to secure the obligations provisions of the Credit Parties in connection with the Existing Credit Agreement and that by their express terms survive the other Loan Documents (as defined in termination of the Existing Credit Agreement), Agreement shall not be extinguished continue for the Exiting Banks) and shall remain valid, binding and enforceable securing the (ii) such obligations under the Existing Credit Agreement, are in all respects continuing (as amended and restated hereby) with only the terms thereof being modified as provided in this Agreement. Each Without limiting the generality of the Borrowers party hereto that were not party foregoing, after giving effect to the Exiting Bank commitment terminations and repayments, (i) all “Ratable Loans” outstanding under (and as defined in) the Existing Credit Agreement hereby (a) acknowledges shall on the Closing Date become Revolving Credit Loans and agrees that (i) it is a Credit Party and a Loan Party for all purposes of the Loan DocumentsLoans hereunder, including the Intercreditor Agreement, and (ii) the term “Borrower” when used in the Intercreditor Agreement in the context all Existing Letters of Credit Agreement provisions includes such Borrower as shall on the context may require, Closing Date become Letters of Credit hereunder and (biii) agrees, acknowledges and consents to the matters set forth in the Acknowledgment of and Consent and Agreement to Intercreditor and Collateral Agency Agreement attached to the Intercreditor Agreement as if such Borrower were an original party thereto. Notwithstanding the foregoing, no Designated Borrower that is a Foreign Subsidiary is granting a security interest in its assets to secure any all other obligations outstanding under this Agreement or any other Loan Documents. Each lender party to the Existing Credit Agreement that is not a party this Agreement shall have been paid in full with the proceeds of the funding on the Closing Date be obligations under this Agreement. (b) On the Closing Date, each Original Note, if any, held by each Bank shall be deemed to be cancelled and, if such Bank has requested a Revolving Credit Note hereunder, such Bank’s Original Ratable Loan Note shall be deemed amended and restated by the Revolving Credit Note delivered hereunder on or about the Closing Date (regardless of whether any Bank shall have delivered to Borrower for cancellation the Original Note(s) held by it). Each Bank, whether or not requesting a Note hereunder, shall use its commercially reasonable efforts to deliver any Original Note held by it to Borrower for cancellation and/or amendment and restatement. All amounts owing under, and evidenced by, the Original Ratable Loan Notes held by a Bank as of the Closing Date shall continue to be outstanding hereunder, and shall from and after the Closing Date, if requested by the Bank holding such Original Ratable Loan Note, be evidenced by the Revolving Credit Notes, and shall in any event be evidenced by, and governed by the terms of, this Agreement. Each Bank hereby agrees to indemnify and hold harmless Borrower from and against any and all liabilities, losses, damages, actions or claims that may be imposed on, incurred by or asserted against Borrower arising out of such Bank’s failure to deliver the Original Notes held by it to Borrower for cancellation, subject to the condition that Borrower shall not make any payment to any Person claiming to be the holder of any such Original Note unless such Bank is first notified of such claim and is given the opportunity, at such Bank’s sole cost and expense, to assert any defenses to such payment.

Amendment and Restatement. This Agreement constitutes an amendment amends and restatement restates in its entirety the Original Credit Agreement. All rights, benefits, indebtedness, interest, liabilities and obligations of the Existing parties to the Original Credit Agreement are hereby amended, restated and superseded in their entirety according to the terms and provisions set forth herein. All “Obligations” under the Original Credit Agreement, including without limitation (a) the Debt outstanding under the Original Credit Agreement and the Existing Guaranty Agreement and as such, except for the indebtedness and other than obligations provided for in the Existing Credit Agreement (which indebtedness and obligations shall survive, be renewed, extended and restated by the terms of this Agreement), all terms and provisions of this Agreement supersede in their entirety the terms and provisions of the Existing Credit Agreement and the Existing Guaranty Agreement in their entirety. This Agreement is not intended as and shall not be construed as a release or novation of any or all of the obligations and liabilities existing under the Existing Credit Agreement, the Existing Guaranty Agreement and the “Loan Documents” (as defined in the Existing Credit Agreement). Any reference to “Existing Guaranty Agreement", “Guaranty Agreement” or the terms thereof in any of the Loan Documents shall automatically be deemed to be a reference to the applicable language in Article X hereof. Notwithstanding anything herein to the contrary, in no event shall the Liens securing the Existing Credit Agreement or the obligations thereunder be deemed affected hereby, it being the intent and agreement of the Credit Parties that, except as otherwise provided in the Loan Documents, the Liens on the Collateral (as defined in the Existing Credit Agreement) granted to secure the obligations of the Credit Parties in connection with the Existing Credit Agreement and the other Loan Documents (as defined in the Existing Original Credit Agreement), shall not be extinguished and shall remain valid, binding and enforceable securing ; together with the obligations under the Existing Original Credit Agreement, as amended and restated hereby. Each of the Borrowers party hereto that were not party to the “Existing Credit Agreement hereby (a) acknowledges and agrees that (i) it is a Credit Party and a Loan Party for all purposes of the Loan Documents, including the Intercreditor Agreement, ) and (ii) the term “Borrower” when used in the Intercreditor Agreement in the context of Credit Agreement provisions includes such Borrower as the context may require, all accrued and unpaid interest thereon and (b) agreesall accrued and unpaid fees under the Existing Loan Documents, acknowledges are hereby renewed by this Agreement and consents shall, from and after the Effective Date, be governed by this Agreement and the other Existing Loan Documents (other than such Existing Loan Documents that are being replaced as of the Effective Date with such amended and restated Loan Documents described in this Agreement). Effective as of the Effective Date, all references to the matters set forth Loan Agreement in any other Loan Document shall refer to this Agreement and all references to terms defined in the Acknowledgment Loan Agreement shall refer to such terms as defined in this Agreement. The other Existing Loan Documents and the existing Liens and security interests in the Collateral granted in the Original Credit Agreement and such other Existing Loan Documents are hereby continued and remain in full force and effect. This Agreement shall not result in or constitute a waiver of any Default or Event of Default under the Original Credit Agreement or a release, discharge or forgiveness of any amount payable pursuant to the Original Credit Agreement, which such amounts are payable pursuant to the terms of this Agreement. Each Borrower hereby acknowledges, warrants, represents and Consent agrees that this Agreement is not intended to be, and Agreement shall not be deemed or construed to Intercreditor and Collateral Agency Agreement be, a novation or release of the Existing Loan Documents. All Schedules attached to the Intercreditor Agreement as if such Borrower were an original party thereto. Notwithstanding the foregoing, no Designated Borrower that is a Foreign Subsidiary is granting a security interest in its assets to secure any obligations under this Agreement or any other Loan Documents. Each lender party to the Existing Original Credit Agreement that is not a party are hereby replaced by the Schedules attached to this Agreement shall have been paid in full with the proceeds of the funding on the Closing DateAgreement.

Amendment and Restatement. (a) This Agreement constitutes is an amendment and restatement of the Existing Original Credit Agreement and the Existing Guaranty Agreement and as such, except for the indebtedness and other than obligations provided for in the Existing Credit Agreement (which indebtedness and obligations shall survive, be renewed, extended and restated by the terms of this Agreement), all terms and provisions of this Agreement supersede in their entirety the terms and provisions is not a novation of the Existing Original Credit Agreement and the Existing Guaranty Agreement in their entiretyAgreement. This Agreement is not intended as reflects amendments to the Original Credit Agreement that have been agreed upon by the parties thereto and shall not be construed as has been restated solely for the purposes of incorporating such amendments in a release consolidated format. (b) All references to the “Credit Agreement” or novation of similar references to the Original Credit Agreement in any or all of the obligations other Loan Documents shall mean and liabilities existing under the Existing Credit be a reference to this Agreement, the Existing Guaranty Agreement and the “as it may be further amended, supplemented, restated or replaced from time to time, without any requirement to amend such Loan Documents” . (c) All Obligations (as defined in the Existing Original Credit Agreement). Any reference to “Existing Guaranty Agreement", “Guaranty Agreement” or ) under the Original Credit Agreement shall be continuing with only the terms thereof being modified as provided in any this Agreement, and this Agreement shall not evidence or result in a novation or an accord and satisfaction of such Obligations. Specifically, all “Loans” outstanding under the Original Credit Agreement as at the Effective Date, together with all Accrued 1106 Obligations and all Accrued [****] Obligations (each of which shall be capitalized as of the Loan Documents shall Effective Date and form part of the aggregate principal amount outstanding hereunder) (collectively, the “Pre-Existing Borrowings”) will be automatically substituted and exchanged, on a cashless basis, for Loans, will be deemed to be a reference to the applicable language in Article X hereof. Notwithstanding anything herein to the contrary, in no event shall the Liens securing the Existing Credit Agreement or the obligations thereunder be deemed affected hereby, it being the intent and agreement of the Credit Parties that, except as otherwise provided in the Loan Documents, the Liens on the Collateral (as defined in the Existing Credit Agreement) granted to secure the obligations of the Credit Parties in connection with the Existing Credit Agreement and the other Loan Documents (as defined in the Existing Credit Agreement), shall not be extinguished and shall remain valid, binding and enforceable securing the obligations under the Existing Credit Agreement, as amended and restated hereby. Each of the Borrowers party hereto that were not party to the Existing Credit Agreement hereby (a) acknowledges and agrees that (i) it is a Credit Party and a Loan Party for all purposes of the Loan Documents, including the Intercreditor Agreement, and (ii) the term “Borrower” when used in the Intercreditor Agreement in the context of Credit Agreement provisions includes such Borrower as the context may require, and (b) agrees, acknowledges and consents to the matters set forth in the Acknowledgment of and Consent and Agreement to Intercreditor and Collateral Agency Agreement attached to the Intercreditor Agreement as if such Borrower were an original party thereto. Notwithstanding the foregoing, no Designated Borrower that is a Foreign Subsidiary is granting a security interest in its assets to secure any obligations Loans outstanding under this Agreement or as of the Effective Date, shall form part of the Outstanding Amount as of the Effective Date and will be subject to the terms and conditions of this Agreement. Interest and fee pricing with respect to Pre-Existing Borrowings for any other Loan Documentsperiod prior to the Effective Date shall be as set out in the Original Credit Agreement. Interest and fee pricing with respect to Pre-Existing Borrowings from and after the Effective Date shall be as set out in this Agreement. Each lender party to the Existing Credit Agreement Loan Party hereby acknowledges, ratifies, and confirms that is not a party this Agreement shall have been paid in full with the proceeds as of the funding Effective Date, the aggregate principal balance of the Pre-Existing Borrowings, and the allocation thereof between the Lenders, is as set forth on the Closing DateSchedule 2.1 hereto.

Amendment and Restatement. This The parties hereto have agreed that this Agreement constitutes is an amendment and restatement of the Existing Credit Agreement in its entirety, and the Existing Guaranty execution of this Agreement does not indicate a payment, satisfaction, novation, or discharge thereof. All security and as such, except support for the indebtedness and other than obligations provided for in under the Existing Credit Agreement (which indebtedness continues to secure and obligations shall survivesupport the Obligations hereunder. The outstanding commitments under the Existing Credit Agreement have been assigned, be renewed, extended extended, modified, and restated by rearranged as Commitments under and pursuant to 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, all terms the Lenders, and provisions the Borrower, and each Exiting Lender (by receipt of this Agreement supersede the payment in their entirety full of the terms Loans as defined in, and provisions of 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 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 Lenders’ commitments under the Existing Guaranty Credit Agreement in their entiretyto under this Agreement. This The Borrower and each Lender party hereto that was a “Lender” under the Existing Credit Agreement hereby agrees and this Section 9.249.26 and any exiting agreement executed by an Exiting Lender that is not intended acceptable to the Administrative Agent shall be deemed approved assignment forms as and shall not be construed as a release or novation of any or all of the obligations and liabilities existing required under the Existing Credit Agreement. Xxxxx Fargo Bank, the Existing Guaranty Agreement 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 Capstar Drilling, 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% 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 the “Loan Documents” (as defined in the Existing Credit Agreement). Any reference Gentlemen: Reference is made to “Existing Guaranty Agreement", “Guaranty Agreement” or the terms thereof in any of the Loan Documents shall automatically be deemed to be a reference to the applicable language in Article X hereof. Notwithstanding anything herein to the contrary, in no event shall the Liens securing the Existing Credit Agreement or the obligations thereunder be deemed affected hereby, it being the intent that certain Amended and agreement of the Credit Parties that, except as otherwise provided in the Loan Documents, the Liens on the Collateral (as defined in the Existing Credit Agreement) granted to secure the obligations of the Credit Parties in connection with the Existing Credit Agreement and the other Loan Documents (as defined in the Existing Credit Agreement), shall not be extinguished and shall remain valid, binding and enforceable securing the obligations under the Existing Restated Credit Agreement, dated as amended and restated hereby. Each of January 30, 2018 (as may be amended, supplemented, or otherwise modified from time to time, the Borrowers “Credit Agreement”), among Oil States International, Inc., the lenders from time to time party hereto that were not party to thereto (the Existing Credit Agreement hereby (a) acknowledges and agrees that (i) it is a Credit Party and a Loan Party for all purposes of the Loan Documents, including the Intercreditor Agreement“Lenders”), and Xxxxx Fargo Bank, National Association, as administrative agent (ii) in such capacity, the term “Borrower” when Administrative Agent”). Capitalized terms used in herein and not otherwise defined herein have the Intercreditor Agreement in the context of Credit Agreement provisions includes such Borrower as the context may require, and (b) agrees, acknowledges and consents to the matters meanings set forth in the Acknowledgment of and Consent and Agreement to Intercreditor and Collateral Agency Agreement attached to the Intercreditor Agreement as if such Borrower were an original party theretoCredit Agreement. Notwithstanding the foregoingThe undersigned, no Designated Borrower that is a Foreign Subsidiary is granting a security interest in its assets to secure any obligations under this Agreement or any other Loan Documents. Each lender party to the Existing Credit Agreement that is not a party this Agreement shall have been paid in full with the proceeds on behalf of the funding on the Closing Date.Borrower, hereby certifies and warrants that:

Amendment and Restatement. This Agreement constitutes an amendment On the Restatement Date, the Lenders shall purchase and restatement of assume the Revolving Loan Commitments (as defined in the Original Credit Agreement), the Existing Australian Loan Commitments and the outstanding General Revolving Loans (as defined in the Original Credit Agreement), Separated Funded Loans (as defined in the Original Credit Agreement) and Existing Australian Loans, in each case, under the Original Credit Agreement from the Existing Lenders at par plus accrued interest and fees, free and clear of adverse claim, participation or other encumbrance, which Revolving Loan Commitments, Existing Australian Loan Commitments, General Revolving Loans, Separated Funded Loans and Existing Australian Loans (including such accrued interest and fees) and the Existing Guaranty Agreement and as such, except for the indebtedness and other than obligations provided for in the Existing Original Credit Agreement shall be (which indebtedness immediately upon such purchase and obligations shall survive, be renewed, extended assumption by the Lenders) amended and restated in their entirety as Revolving Loan Commitments and/or Revolving Loans and/or Australian Revolving Loans, Tranche A Term Loans, and Tranche B Term Loans hereunder and governed by the terms of this Agreement)Agreement all as more particularly described herein. For the avoidance of doubt, all terms and provisions of this Agreement supersede in their entirety on the terms and provisions of Restatement Date, the Existing Credit Agreement and the Existing Guaranty Agreement in their entirety. This Agreement is not intended as and Revolving Loan Commitments hereunder shall not be construed as a release or novation of subject to any or all of the obligations and liabilities existing under the "Existing Credit Agreement, the Existing Guaranty Agreement and the “Loan Documents” Senior Notes Redemption Sublimit" (as defined in the Existing Original Credit Agreement)) then in effect under the Original Credit Agreement. Any reference The Lenders are not subject to “Existing Guaranty Agreement", “Guaranty Agreement” or the terms thereof in bound by any of the Loan Documents shall automatically be deemed to be a reference to the applicable language in Article X hereof. Notwithstanding anything herein to the contrary, in no event shall the Liens securing the Existing Credit Agreement terms or the obligations thereunder be deemed affected hereby, it being the intent and agreement provisions of the Credit Parties that, except as otherwise provided in the Loan Documents, the Liens on the Collateral (as defined in the Existing Original Credit Agreement) granted to secure the obligations of the Credit Parties in connection with the Existing Credit . The parties acknowledge and agree that this Agreement and the other Loan Documents (as defined in the Existing Credit Agreement)do not constitute a novation, shall not be extinguished payment and shall remain valid, binding and enforceable securing reborrowing or termination of the obligations under the Existing Credit Agreement, as amended and restated hereby. Each of the Borrowers party hereto that were not party to the Existing Original Credit Agreement hereby (a) acknowledges and agrees that (i) it is a Credit Party all such obligations are in all respects continued and a Loan Party for all purposes of the Loan Documents, including the Intercreditor Agreement, and (ii) the term “Borrower” when used in the Intercreditor Agreement in the context of Credit Agreement provisions includes such Borrower outstanding as the context may require, and (b) agrees, acknowledges and consents to the matters set forth in the Acknowledgment of and Consent and Agreement to Intercreditor and Collateral Agency Agreement attached to the Intercreditor Agreement as if such Borrower were an original party thereto. Notwithstanding the foregoing, no Designated Borrower that is a Foreign Subsidiary is granting a security interest in its assets to secure any obligations under this Agreement or any and the Notes with only the terms being modified from and after the Restatement Date as provided in this Agreement, the Notes and the other Loan Documents. Each lender party to the Existing Credit Agreement that is not a party this Agreement shall have been paid in full with the proceeds of the funding on the Closing Date.

Amendment and Restatement. This The undersigned Xxxxxxx, to the extent a party to the Existing Revolving Credit Agreement constitutes an (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 Guaranty Agreement and as such, except for Lenders shall make adjustments to (i) the indebtedness and other than obligations provided for in the Existing Credit Agreement (which indebtedness and obligations shall survive, be renewed, extended and restated by the terms outstanding principal amount of this Agreement), all terms and provisions of this Agreement supersede in their entirety the terms and provisions of the Existing Credit Agreement and the Existing Guaranty Agreement in their entirety. This Agreement is not intended as and shall not be construed as a release or novation of any or all of the obligations and liabilities existing under the Existing Credit Agreement, the Existing Guaranty Agreement and the “Loan DocumentsRevolving Loans” (as defined in the Existing Revolving Credit Agreement). Any reference , but not any interest accrued thereon prior to the Effective Date or any accrued facility fees under the Existing Revolving Credit Agreement prior to the Effective Date, including the borrowing of such additional “Revolving Loans” (which may include “SOFR Loans”, as defined in the Existing Guaranty Revolving Credit Agreement") and the repayment of “Revolving Loans” thereunder (which may include the prepayment or conversion of “SOFR Loans” thereunder) plus all applicable accrued interest, “Guaranty Agreement” or fees and expenses as shall be necessary to provide for Revolving Loans by each Lender in the terms thereof amount of its new Applicable Percentage of all Revolving Loans as of the Effective Date, and (ii) participations in any outstanding “Letters of the Loan Documents shall automatically be deemed to be a reference to the applicable language in Article X hereof. Notwithstanding anything herein to the contrary, in no event shall the Liens securing the Existing Credit Agreement or the obligations thereunder be deemed affected hereby, it being the intent and agreement of the Credit Parties that, except as otherwise provided in the Loan Documents, the Liens on the Collateral Credit” (as defined in the Existing Revolving Credit Agreement) granted issued under the Existing Revolving Credit Agreement, including the Letter of Credit listed on Schedule III attached hereto (the “Existing Letters of Credit”) to secure the obligations 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 Parties in as of the Effective Date. In connection with the foregoing (a) each Existing Credit Agreement Lender shall be deemed to have made an assignment of its outstanding “Revolving Loans” and the other Loan Documents “Commitments” (as defined in the Existing Revolving Credit Agreement), shall not be extinguished and shall remain valid, binding and enforceable securing the obligations ) under the Existing Revolving Credit Agreement, as amended and restated hereby. Each assumed outstanding Revolving Loans and Commitments of other Existing Lenders under the Existing Revolving Credit Agreement, all at the request of the Borrowers party hereto that were not party Borrower, as may be necessary to effect the Existing Credit Agreement hereby (a) acknowledges and agrees that (i) it is a Credit Party and a Loan Party for all purposes of the Loan Documents, including the Intercreditor Agreementforegoing, and (ii) the term “Borrower” when used in the Intercreditor Agreement in the context of Credit Agreement provisions includes such Borrower as the context may requireeach Existing Lender hereby waives any right to any reimbursement under Section 2.21 hereof with respect thereto, and (b) agrees, acknowledges and consents each Existing Letter of Credit shall be deemed to be a Letter of Credit issued hereunder as of the matters set forth in the Acknowledgment of and Consent and Agreement to Intercreditor and Collateral Agency Agreement attached to the Intercreditor Agreement as if such Borrower were an original party thereto. Notwithstanding the foregoing, no Designated Borrower that is a Foreign Subsidiary is granting a security interest in its assets to secure any obligations under this Agreement or any other Loan DocumentsEffective Date for all purposes hereof. Each lender party to of the undersigned Existing Lenders, waives any requirement under the Existing Revolving Credit Agreement that is not a party notice with respect to any such borrowing, prepayment or other transaction described in this Agreement shall have been paid in full with the proceeds of the funding on the Closing DateSection 10.16 be given.

Amendment and Restatement. This (a) On the Effective Date (i) this Agreement constitutes an amendment renews and restatement of extends (and does not release or novate) the indebtedness and obligations outstanding under the Existing Credit Agreement, (ii) the commitments under the Existing Credit Agreement are renewed and the Existing Guaranty Agreement and as such, except for the indebtedness and other than obligations provided for in the Existing Credit Agreement (which indebtedness and obligations shall survive, be renewed, extended and restated replaced by the terms of this Agreement), commitments to the Borrower hereunder and all terms and provisions of this Agreement supersede in their entirety the terms other covenants and provisions of the Existing Credit Agreement and are terminated, except provisions that expressly survive such termination pursuant to the Existing Guaranty Agreement in their entirety. This Agreement is not intended as and shall not be construed as a release or novation terms of any or all of the obligations and liabilities existing under the Existing Credit Agreement, including indemnification provisions, (iii) all Liens and guarantee agreements securing or benefiting the Existing Guaranty Agreement commitments, obligations and the “Loan Documents” (as defined in the Existing Credit Agreement). Any reference to “Existing Guaranty Agreement", “Guaranty Agreement” or the terms thereof in any of the Loan Documents shall automatically be deemed to be a reference to the applicable language in Article X hereof. Notwithstanding anything herein to the contrary, in no event shall the Liens securing liabilities under the Existing Credit Agreement or shall continue and shall secure and benefit the Loans and other obligations thereunder and liabilities of the Loan Parties under this Agreement, and (iv) each Loan Document that was in effect immediately prior to the date of this Agreement shall continue to be effective and, unless the context otherwise requires, any reference to the Existing Credit Agreement contained therein shall be deemed affected herebyto refer to this Agreement. From and after the Effective Date, it being the intent and agreement all Letters of the Credit Parties that, except as otherwise provided in the Loan Documents, the Liens on the Collateral (as defined in the Existing Credit Agreement) granted to secure the obligations of the Credit Parties in connection with outstanding under the Existing Credit Agreement will be deemed outstanding under this Agreement and will be governed as if issued under this Agreement. (b) The Lenders hereby waive any requirements for notice of prepayment and the other Loan Documents payment of any related prepayment penalties, minimum amounts of prepayments of Loans (as defined in the Existing Credit Agreement), ratable reductions of the commitments of the Lenders under the Existing Credit Agreement and ratable payments on account of the principal or interest of any Loan (as defined in the Existing Credit Agreement) under the Existing Credit Agreement to the extent such prepayment, reductions or payments are required pursuant thereto. (c) After giving effect to this Agreement and any Borrowing made on the Effective Date, (a) each Lender who holds Loans in an aggregate amount less than its Pro Rata Percentage (after giving effect to this Agreement) of all Loans shall not advance new Loans which shall be extinguished disbursed to the Administrative Agent and used to repay Loans outstanding to each Lender who holds Loans in an aggregate amount greater than its Pro Rata Percentage of all Loans, (b) each Lender’s participation in each Letter of Credit, if any, shall remain validbe automatically adjusted to equal its Pro Rata Percentage (after giving effect to this Agreement) and (c) such other adjustments shall be made as the Administrative Agent shall specify so that the Revolving Exposure applicable to each Lender equals its Pro Rata Percentage (after giving effect to this Agreement) of the aggregate Revolving Exposure of all Lenders. The Administrative Agent may make such reallocations, binding disbursements and enforceable securing fund transfers amongst the Lenders as it deems appropriate to effectuate the terms of this Agreement and to otherwise adjust and/or reconcile their respective allocations of the Loans resulting therefrom; provided, that in no event shall any such disbursement, reallocation or fund transfer be considered an extinguishment, novation or retirement of the indebtedness and obligations outstanding under the Existing Credit Agreement, as amended . The Borrower hereby confirms and restated hereby. Each agrees that it shall be required to make any break-funding payments which may be required under Section 2.12 of the Borrowers party hereto that were not party to the Existing Credit Agreement hereby (a) acknowledges resulting from the Loans and agrees that (i) it is a Credit Party and a Loan Party for all purposes of the Loan Documents, including the Intercreditor Agreement, and (ii) the term “Borrower” when used adjustments described in the Intercreditor Agreement in the context of Credit Agreement provisions includes such Borrower as the context may require, and (b) agrees, acknowledges and consents to the matters set forth in the Acknowledgment of and Consent and Agreement to Intercreditor and Collateral Agency Agreement attached to the Intercreditor Agreement as if such Borrower were an original party thereto. Notwithstanding the foregoing, no Designated Borrower that is a Foreign Subsidiary is granting a security interest in its assets to secure any obligations under this Agreement or any other Loan Documents. Each lender party to the Existing Credit Agreement that is not a party this Agreement shall have been paid in full with the proceeds of the funding on the Closing DateSection 10.1610.17.

Amendment and Restatement. This Amended and Restated Mortgage, Security Agreement constitutes and Fixture Financing Statement, together with the Other Mortgage, shall amend and restate, but shall not replace, the Mortgage, Security Agreement and Fixture Financing Statement executed by Borrower and Other Borrower for the benefit of CWCapital LLC, a Massachusetts limited liability company (“CWC”), dated November 21, 2006 and recorded at Document Number 0633134007 in the Xxxx County, Illinois Recorder’s Office (the “Original Mortgage”). CWC assigned the entirety of its interest in the Original Mortgage to Lender pursuant to the Assignment of Mortgage, Security Agreement and Fixture Financing Statement dated as of December 21, 2006 and executed by CWC for the benefit of Lender. CWC also assigned the entirety of its interest in the other Loan Documents to Lender as of December 21, 2006. All terms, conditions and obligations of the Original Mortgage shall remain in full force and effect as assigned to Lender and as restated herein and in the Other Mortgage and amended hereby and by the Other Mortgage, and all rights and remedies provided for therein shall be preserved to the Lender. Nothing contained herein or done pursuant hereto shall affect or be construed to affect the priority of the lien or security interest created by the Original Mortgage over the priority of other liens, charges, encumbrances or other security interests. Borrower does hereby confirm, ratify and reaffirm the obligations contained in the Original Mortgage, as assigned to Lender and as amended and restated hereby and by the Other Mortgage. This Amended and Restated Mortgage, Security Agreement and Fixture Financing Statement is an amendment and restatement of the Existing Credit Agreement only and the Existing Guaranty Agreement not a novation; and except as such, except for the indebtedness herein provided and other than obligations provided for in the Existing Credit Agreement (which indebtedness and obligations shall survive, be renewed, extended and restated by the terms of this Agreement)Other Mortgage, all terms and provisions of this Agreement supersede in their entirety the terms and provisions conditions of the Existing Credit Agreement Original Mortgage shall remain in full force and the Existing Guaranty Agreement in their entirety. This Agreement is not intended as and shall not be construed as a release or novation of any or all effect until payment of the obligations and liabilities existing under the Existing Credit Agreement, the Existing Guaranty Agreement and the “Loan Documents” (as defined Debt in the Existing Credit Agreement). Any reference to “Existing Guaranty Agreement", “Guaranty Agreement” or the terms thereof in any of the Loan Documents shall automatically be deemed to be a reference to the applicable language in Article X hereof. Notwithstanding anything herein to the contrary, in no event shall the Liens securing the Existing Credit Agreement or the obligations thereunder be deemed affected hereby, it being the intent and agreement of the Credit Parties that, except as otherwise provided in the Loan Documents, the Liens on the Collateral (as defined in the Existing Credit Agreement) granted to secure the obligations of the Credit Parties in connection with the Existing Credit Agreement and the other Loan Documents (as defined in the Existing Credit Agreement), shall not be extinguished and shall remain valid, binding and enforceable securing the obligations under the Existing Credit Agreement, as amended and restated hereby. Each of the Borrowers party hereto that were not party to the Existing Credit Agreement hereby (a) acknowledges and agrees that (i) it is a Credit Party and a Loan Party for all purposes of the Loan Documents, including the Intercreditor Agreement, and (ii) the term “Borrower” when used in the Intercreditor Agreement in the context of Credit Agreement provisions includes such Borrower as the context may require, and (b) agrees, acknowledges and consents to the matters set forth in the Acknowledgment of and Consent and Agreement to Intercreditor and Collateral Agency Agreement attached to the Intercreditor Agreement as if such Borrower were an original party thereto. Notwithstanding the foregoing, no Designated Borrower that is a Foreign Subsidiary is granting a security interest in its assets to secure any obligations under this Agreement or any other Loan Documents. Each lender party to the Existing Credit Agreement that is not a party this Agreement shall have been paid in full with the proceeds of the funding on the Closing Datefull.

Amendment and Restatement. This Agreement constitutes an amendment and restatement of the Existing Credit Agreement and the Existing Guaranty Notes are given in amendment, consolidation, restatement, renewal and extension (but not in novation, extinguishment or satisfaction) of the Original Agreement and the promissory notes issued in connection therewith. All Liens and security interests securing payment of the obligations under the Original Agreement and such promissory notes are hereby collectively renewed, extended, rearranged, ratified and brought forward as such, except security for the indebtedness payment and other than obligations provided for in performance of the Existing Credit Agreement (which indebtedness and obligations shall survive, be renewed, extended and restated by Obligations. With respect to matters relating to the terms of this Agreement)period prior to the date hereof, all terms and provisions of this Agreement supersede in their entirety the terms and 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 as defined in the Original Agreement) under the Original Agreement and the Existing Guaranty Agreement Loan Documents (as defined therein) that existed on or prior to the Second Restated Closing Date (and not otherwise expressly waived in their entirety. This Agreement is not intended as and shall not be construed as a release or novation of any or all of writing by the obligations and liabilities existing under the Existing Credit Agreement, the Existing Guaranty Agreement and the “Loan Documents” Lenders (as defined in the Existing Credit Original Agreement). Any reference to “Existing Guaranty Agreement", “Guaranty Agreement” or the terms thereof in any of the Loan Documents shall automatically be deemed to be a reference ) immediately prior to the applicable language in Article X effectiveness hereof. Notwithstanding anything herein to the contrary, in no event shall the Liens securing the Existing Credit Agreement or the obligations thereunder be deemed affected hereby, it being the intent and agreement of the Credit Parties that, except as otherwise provided in the Loan Documents, the Liens on the Collateral (as defined in the Existing Credit Agreement) granted to secure the obligations of the Credit Parties in connection with the Existing Credit Agreement and the other Loan Documents (as defined in the Existing Credit Agreement), shall not be extinguished and shall remain valid, binding and enforceable securing the obligations under the Existing Credit Agreement, as amended and restated hereby. Each of the Borrowers party hereto that were not party to the Existing Credit parties has signed this Agreement hereby (a) acknowledges and agrees that (i) it is a Credit Party and a Loan Party for all purposes as of the Loan Documentsday and year first above written. GEOKINETICS INC., including the Intercreditor Agreementas Borrowing Agent and as a Borrower By: Name: Xxxxx X. XxXxxxx Title: Vice President GEOPHYSICAL DEVELOPMENT CORPORATION, as a Borrower By: Name: Xxxxx X. XxXxxxx Title: Vice President QUANTUM GEOPHYSICAL, INC., as a Borrower By: Name: Xxxxx X. XxXxxxx Title: Vice President GEOKINETICS EXPLORATION INC. (f/k/a Trace Energy Services Ltd.), as a Borrower By: Name: Xxxxx X. XxXxxxx Title: Vice President TRACE ENERGY SERVICES, INC., as a Borrower By: Name: Xxxxx X. XxXxxxx Title: Vice President GEOKINETICS HOLDINGS, INC., as a Borrower By: Name: Xxxxx X. XxXxxxx Title: Vice President GRANT GEOPHYSICAL, INC., as a Borrower By: Name: Xxxxx X. XxXxxxx Title: Vice President GRANT GEOPHYSICAL (INT’L), INC., as a Borrower By: Name: Xxxxx X. XxXxxxx Title: Vice President GRANT GEOPHYSICAL CORP., as a Borrower By: Name: Xxxxx X. XxXxxxx Title: Vice President ADVANCED SEISMIC TECHNOLOGY, INC., as a Borrower By: Name: Xxxxx X. XxXxxxx Title: Vice President PNC BANK, NATIONAL ASSOCIATION, as Lender and (ii) the term “Borrower” when used in the Intercreditor Agreement in the context of Credit Agreement provisions includes such Borrower as the context may require, and (b) agrees, acknowledges and consents to the matters set forth in the Acknowledgment of and Consent and Agreement to Intercreditor and Collateral Agency Agreement attached to the Intercreditor Agreement as if such Borrower were an original party thereto. Notwithstanding the foregoing, no Designated Borrower that is a Foreign Subsidiary is granting a security interest in its assets to secure any obligations under this Agreement or any other Loan Documents. Each lender party to the Existing Credit Agreement that is not a party this Agreement shall have been paid in full with the proceeds of the funding on the Closing Date.Agent By: Name: Title: Commitment Percentage: 100%

Amendment and Restatement. (a) This Agreement constitutes an amendment and restatement of the Existing Credit Agreement, effective from and after the Restatement Date. The execution and delivery of this Agreement and shall not constitute a novation of any indebtedness or other obligations owing to the Lenders or the Agent under the Existing Guaranty Agreement and as suchCredit Agreement. On the Restatement Date, except for the indebtedness and other than obligations provided for credit facilities described in the Existing Credit Agreement (which indebtedness and obligations shall survivebe amended, be renewedsupplemented, extended modified and restated by the terms of this Agreement), all terms and provisions of this Agreement supersede in their entirety by the terms credit facilities described herein, and provisions all Borrowings and other obligations of the Borrowers outstanding as of such date under the Existing Credit Agreement and the Existing Guaranty Agreement in their entirety. This Agreement is not intended as and shall not be construed as a release or novation of any or all of the obligations and liabilities existing under the Existing Credit Agreement, the Existing Guaranty Agreement and the “Loan Documents” (as defined in the Existing Credit Agreement). Any reference to “Existing Guaranty Agreement", “Guaranty Agreement” or the terms thereof in any of the Loan Documents shall automatically be deemed to be a reference to Borrowings and obligations outstanding under the applicable language corresponding facilities described herein, without any further action by any Person, except that the Agent shall make such transfers of funds as are necessary in Article X hereof. Notwithstanding anything herein to order that the contraryoutstanding balance of Borrowings, in no event shall together with any Borrowings funded on the Liens securing Restatement Date, reflect the Existing Credit Agreement or the obligations thereunder be deemed affected hereby, it being the intent respective Revolving Commitments and agreement outstanding Term Loan Advances of the Credit Lenders hereunder. (b) The Loan Parties that, except as otherwise provided in acknowledge and agree that the Loan Documents, the security interests and Liens on the Collateral (as defined in the Existing Credit Agreement) granted to secure the obligations of the Credit Parties in connection with Agent pursuant to the Existing Credit Agreement and the other Loan Collateral Documents (as defined in the Existing Credit Agreement), shall not be extinguished remain outstanding and in full force and effect, without interruption or impairment of any kind, and shall remain valid, binding continue to secure the Obligations. (c) The Loan Parties acknowledge and enforceable securing the obligations under agree that any causes of action or other rights created in favor of any Lender and its successors in connection with the Existing Credit Agreement or any other Loan Document executed in connection therewith prior to the Restatement Date shall survive the execution and delivery of this Agreement, as amended and restated hereby. Each All indemnification obligations of the Borrowers party hereto that were not party Loan Parties arising pursuant to the Existing Credit Agreement hereby (a) acknowledges shall survive the amendment and agrees that (i) it is a Credit Party and a Loan Party for all purposes restatement of the Loan Documents, including the Intercreditor Agreement, and (ii) the term “Borrower” when used in the Intercreditor Agreement in the context of Credit Agreement provisions includes such Borrower as the context may require, and (b) agrees, acknowledges and consents to the matters set forth in the Acknowledgment of and Consent and Agreement to Intercreditor and Collateral Agency Agreement attached to the Intercreditor Agreement as if such Borrower were an original party thereto. Notwithstanding the foregoing, no Designated Borrower that is a Foreign Subsidiary is granting a security interest in its assets to secure any obligations under this Agreement or any other Loan Documents. Each lender party to the Existing Credit Agreement that is not a party pursuant to this Agreement shall have been paid in full with the proceeds of the funding on the Closing DateAgreement.

Amendment and Restatement. This Agreement constitutes an amendment and restatement of (a) On the Effective Date the Existing Credit Agreement shall be amended, restated and superseded in its entirety by this Agreement and the Existing Guaranty Floor Plan Credit Agreement collectively (the “ALTA Credit Agreements”). The parties hereto acknowledge and agree that (i) this Agreement, any promissory notes delivered pursuant hereto and the other Loan Documents executed and delivered in connection herewith do not constitute a novation or termination of the “Obligations” (as such, except for the indebtedness and other than obligations provided for defined in the Existing Credit Agreement Agreement) (which indebtedness and obligations shall survive, be renewed, extended and restated by the terms of this Agreement), all terms and provisions of this Agreement supersede in their entirety the terms and provisions of “Existing Obligations”) under the Existing Credit Agreement and the Existing Guaranty Agreement in their entirety. This Agreement is not intended as and shall not be construed as a release or novation any of any or all of the obligations and liabilities existing under the Existing Credit Agreement, the Existing Guaranty Agreement and the “Loan Documents” (as defined in the Existing Credit Agreement). Any reference ) as in effect prior to “the Effective Date and (x) the Obligations hereunder pertaining to any Floor Plan Loans or the floor plan facility in general and (y) the Floor Plan Obligations under the Floor Plan Credit Agreement pertaining to any Revolving Loans (as such term is defined in the Floor Plan Credit Agreement) or the revolving loan facility in general are collectively issued in exchange and replacement for such Existing Guaranty Agreement"Obligations and (ii) such Existing Obligations are in all respects continuing and (x) to the extent relating to any Floor Plan Loans or the floor plan facility in general and (y) to the extent relating to any Revolving Loans or the revolving facility in general shall collectively constitute Obligations or Floor Plan Obligations, “Guaranty Agreement” or as applicable, under the ALTA Credit Agreements with only the terms thereof being modified as provided in any of the Loan Documents shall automatically be deemed to be a reference to the applicable language in Article X hereofALTA Credit Agreement. Notwithstanding anything herein to the contrary, in no event shall the Liens securing the Existing Credit Agreement or the obligations thereunder be deemed affected herebyhereby or by the Floor Plan Credit Agreement, as applicable, it being the intent and agreement of the Credit Loan Parties and the Floor Plan Loan Parties that, except as otherwise provided in the Loan Documents and the Floor Plan Loan Documents, as applicable, the Liens on the Collateral (as defined in the Existing Credit Agreement) collateral granted to secure the obligations of the Credit Parties existing loan parties in connection with the Existing Credit Agreement and the other “Loan Documents Documents” (as defined in the Existing Credit Agreement), shall not be extinguished and shall remain valid, binding and enforceable securing the obligations under the Existing Credit Agreement, Agreement as amended and restated hereby. Each hereby and as amended and restated by the Floor Plan Credit Agreement collectively, and each other Loan Document, Floor Plan Loan Document and agreement evidencing all of any part of any Secured Obligations or any Floor Plan Obligations, as applicable. (b) Notwithstanding the modifications effected by the ALTA Credit Agreements of the representations, warranties and covenants of the Borrowers party hereto contained in the Existing Credit Agreement, the Borrowers acknowledge and agree that were not party to any causes of action or other rights created in favor of the Administrative Agent or any Lender or its successors arising out of the representations and warranties of the Borrowers contained in or delivered in connection with the Existing Credit Agreement shall survive the execution, delivery and effectiveness of this Agreement and/or the Floor Plan Credit Agreement. (c) All indemnification obligations of the Borrowers arising under the Existing Credit Agreement (including any arising from a breach of the representations thereunder) shall survive this amendment and restatement of the Existing Credit Agreement. (d) By its execution hereof, each Lender hereby (a) acknowledges and agrees that (i) it is a Credit Party consents to the amendments and a Loan Party for all purposes amendments and restatements to be executed in connection herewith with respect to any of the Loan DocumentsCollateral Documents delivered in connection with the Existing Credit Agreement and any additional Collateral Documents to be executed in connection herewith, including all as in form and substance approved by the Intercreditor AgreementAdministrative Agent, and (ii) authorizes and directs the term “Borrower” when used in Administrative Agent to enter into such amendments and amendments and restatements. (e) For purposes of determining withholding Taxes imposed under FATCA, from and after the Intercreditor Agreement in Effective Date, the context of Credit Agreement provisions includes such Borrower as Borrowers and the context may require, Administrative Agent shall treat (and (bthe Lenders hereby authorize the Administrative Agent to treat) agrees, acknowledges and consents to the matters set forth in the Acknowledgment of and Consent and Agreement to Intercreditor and Collateral Agency Agreement attached to the Intercreditor this Agreement as not qualifying as a “grandfathered obligation” within the meaning of Treasury Regulation Section 1.1471-2(b)(2)(i). (f) All parties hereto acknowledge and agree if such Borrower were an original party thereto. Notwithstanding the foregoingEffective Date does not occur at or prior to 2:00 p.m., no Designated Borrower that is a Foreign Subsidiary is granting a security interest in its assets to secure any obligations under this Agreement or any other Loan Documents. Each lender party to New York time, on February 14, 2020, the Existing Credit Agreement that is not a party this Agreement shall have been paid continue in full with the proceeds of the funding on the Closing Dateforce and effect without modification hereunder.

Amendment and Restatement. This (a) On the Effective Date, the Original Loan Agreement constitutes an amendment shall be amended and restatement restated in its entirety by this Agreement, and the Original Loan Agreement shall thereafter be of no further force and effect, except to evidence (i) the incurrence by the Security Parties of the Existing Credit indebtedness, liabilities and obligations under the Original Loan Agreement (whether or not such indebtedness, liabilities and obligations are contingent as of the Existing Guaranty Effective Date), (ii) the representations and warranties made by the Security Parties as the Effective Date and (iii) any action or omission performed or required to be performed pursuant to such Original Loan Agreement prior to the Effective Date (including any failure, prior to the Effective Date, to comply with the covenants contained in such Original Loan Agreement). The amendments and restatements set forth herein shall not cure any breach thereof or any “Potential Event of Default” or “Event of Default” under and as such, except for the indebtedness and other than obligations provided for defined in the Existing Credit Original Loan Agreement (which indebtedness existing prior to the Effective Date, provided that the Creditor Parties acknowledge and obligations shall survive, be renewed, extended and restated by the terms agree that no such Potential Event of this Agreement), all terms and provisions Default or Event of this Agreement supersede in their entirety the terms and provisions Default exists as of the Existing Credit Agreement and the Existing Guaranty Agreement in their entiretyEffective Date. This Agreement is not in any way intended as and shall not be construed as a release to evidence payment, extinguishment or novation of all or any or all portion of the obligations and liabilities existing under the Existing Credit Original Loan Agreement, the Existing Guaranty . (b) The terms and conditions of this Agreement and the Creditor Parties’ rights and remedies under this Agreement and the other Finance Documents shall apply to (i) all of the indebtedness, liabilities and obligations incurred hereunder and the other Finance Documents and (ii) all of the indebtedness, liabilities and obligations of the Security Parties incurred under the Original Loan Agreement and the other “Loan Finance Documents” (as defined in the Existing Credit Original Loan Agreement) (the “Original Finance Documents”). Any reference . (c) Each Security Party hereby acknowledges and confirms the security interests, liens and collateral granted pursuant to “Existing Guaranty Agreement", “Guaranty Agreement” or the terms thereof in any Original Finance Documents (to which it is a party) to the 135 ‌ SK 26945 0003 10902825 v6 Security Trustee for the benefit of the Loan Documents shall automatically be deemed to be a reference to the applicable language in Article X hereof. Notwithstanding anything herein to the contrary, in no event shall the Liens securing the Existing Credit Agreement or the obligations thereunder be deemed affected hereby, it being the intent and agreement of the Credit Creditor Parties that, except as otherwise provided in the Loan Documents, the Liens on the Collateral (as defined in the Existing Credit Original Loan Agreement) granted ), which security interests, liens and interests in collateral shall continue in full force and effect during the term of this Agreement and any renewals thereof and shall continue to secure the indebtedness, liabilities and obligations of the Credit Security Parties in connection with incurred under the Existing Credit Original Loan Agreement and secure the other Loan Documents (as defined in indebtedness, liabilities and obligation of the Existing Credit Security Parties incurred under this Agreement), shall not be extinguished and shall remain valid, binding and enforceable securing the obligations under the Existing Credit Agreement, as amended and restated hereby. Each of the Borrowers party hereto that were not party Security Parties hereby consents to the Existing Credit execution, delivery and performance of this Agreement hereby and all of the other Finance Documents executed in connection therewith. (ad) acknowledges On and agrees that after the Effective Date, (i) it is a Credit Party and a all references to the Original Loan Party for all purposes of Agreement (including any references to the “Loan Documents, including Agreement”) in the Intercreditor Finance Documents (other than this Agreement) shall be deemed to refer to this Agreement, and (ii) all references to the term “Borrower” when used Notes in the Intercreditor Finance Documents shall be deemed to include any amended and restated Notes executed and delivered by the Borrower pursuant to this Agreement, (iii) all references to any Article, Section or sub-clause of the Original Loan Agreement in the context of Credit Agreement provisions includes such Borrower as the context may require, and any Finance Document (bother than this Agreement) agrees, acknowledges and consents shall be deemed to be references to the matters set forth in the Acknowledgment corresponding provisions of this Agreement. (e) This amendment and Consent restatement is limited as written and Agreement to Intercreditor and Collateral Agency Agreement attached to the Intercreditor Agreement as if such Borrower were an original party thereto. Notwithstanding the foregoing, no Designated Borrower that is a Foreign Subsidiary is granting a security interest in its assets to secure any obligations under this Agreement or any other Loan Documents. Each lender party to the Existing Credit Agreement that is not a party this Agreement shall have been paid consent to any other amendment, restatement or waiver, whether or not similar and, except as expressly provided herein or in any other Finance Document, all terms and conditions of the Original Finance Documents remain in full with force and effect unless otherwise specifically amended hereby or amended by any other Finance Document. 136 ‌ SK 26945 0003 10902825 v6 WHEREFORE, the proceeds parties hereto have caused this Loan Agreement to be executed as of the funding on the Closing Datedate first above written. ​​​​​​ ​​​​​​ DORIAN LPG FINANCE LLC, as Borrower​​By: /s/ Xxxxxxxx X. XxxxxXxxx: Xxxxxxxx X. XxxxxXxxxx: President DORIAN LPG LTD., as Guarantor​​By: /s/ Xxxxxxxx X. XxxxxXxxx: Xxxxxxxx X. XxxxxXxxxx: Treasurer & CFO ​ ​ COMET LPG TRANSPORT LLC, as Guarantor​​By: /s/ Xxxxxxxx X. XxxxxXxxx: Xxxxxxxx X. XxxxxXxxxx: President CONCORDE LPG TRANSPORT LLC, as Guarantor​By: /s/ Xxxxxxxx X. XxxxxXxxx: Xxxxxxxx X. XxxxxXxxxx: President ​ ​ XXXXXX XXXXXXX LPG TRANSPORT LLC, as Guarantor​​By: /s/ Xxxxxxxx X. XxxxxXxxx: Xxxxxxxx X. XxxxxXxxxx: President DORIAN SAO PAULO LPG TRANSPORT LLC, as Guarantor​​By: /s/ Xxxxxxxx X. XxxxxXxxx: Xxxxxxxx X. XxxxxXxxxx: President ​ ​ DORIAN ULSAN LPG TRANSPORT LLC, as Guarantor​​By: /s/ Xxxxxxxx X. XxxxxXxxx: Xxxxxxxx X. XxxxxXxxxx: President DORIAN AMSTERDAM LPG TRANSPORT LLC, as Guarantor​By: /s/ Xxxxxxxx X. XxxxxXxxx: Xxxxxxxx X. XxxxxXxxxx: President ​ ​ XXXXXX XXXXXX LPG TRANSPORT LLC, as Guarantor​​By: /s/ Xxxxxxxx X. XxxxxXxxx: Xxxxxxxx X. XxxxxXxxxx: President XXXXXX BARCELONA LPG TRANSPORT LLC, as Guarantor​By: /s/ Xxxxxxxx X. XxxxxXxxx: Xxxxxxxx X. XxxxxXxxxx: President ​ ​ CORVETTE LPG TRANSPORT LLC, as Guarantor​​By: /s/ Xxxxxxxx X. XxxxxXxxx: Xxxxxxxx X. XxxxxXxxxx: President DORIAN EXPLORER LPG TRANSPORT LLC, as Guarantor​By: /s/ Xxxxxxxx X. XxxxxXxxx: Xxxxxxxx X. XxxxxXxxxx: President ​ ​ ​ ​ ​ ​ ​ ​​​​​​​​​​​ ​​​​​​​​​ ​ CRÉDIT AGRICOLE CORPORATE AND INVESTMENT BANK, as Agent and Security Trustee​​​By: /s/ Xxxxx XxxxxxxxxXxxx: Xxxxx XxxxxxxxxXxxxx: Attorney-In-Fact​​​ CRÉDIT AGRICOLE CORPORATE AND INVESTMENT BANK, as Lender and Swap Bank​​​By: /s/ Xxxxx XxxxxxxxxXxxx: Xxxxx XxxxxxxxxXxxxx: Attorney-In-Fact​ ​ ​ ​ ​ ​ ​ ​ ​​​​W​​​​​​​​​​​​​​​​​​​​​​​​​ ING BANK N.V., LONDON XXXXXXxx Xxxxxx​​​By: /s/ Xxx Xxxx XxxxxXxxx: Xxx Xxxx XxxxxXxxxx: Authorized Signatory​By: /s/ Xxxxxxxx Xxxx Name: Xxxxxxxx XxxxXxxxx: Director​​​ING CAPITAL MARKETS LLC, as Swap Bank ​​​By: /s/ Xxxx Xxxxxx Xxxxxxxxx Name: Xxxx Xxxxxx XxxxxxxxxXxxxx: Director​By: /s/ Xxxxxx XxxxxxxXxxx: Xxxxxx XxxxxxxXxxxx: Director​​​ ​ ​ ​ ​​​​E​​​​​​​​​​​​ BNP PARIBAS, as Lender and Swap Bank​​​By: /s/ Xxxx XxxxxxxXxxx: Xxxx XxxxxxxXxxxx: Managing Director​​By: /s/ Xxxxxxx XxxxxXxxx: Xxxxxxx Xxxxx Title: ​​​​ ​ ​ ​ ​​​​​​​​​​​​ DANISH SHIP FINANCE A/S, as Xxxxxx and Swap Bank​​​​By: /s/ Xxxx X. XxxxxxXxxx: Xxxx X. XxxxxxXxxxx: CEO​By: /s/ Xxx XxxxxxxxxxXxxx: Xxx Xxxxxxxxxx Title: Senior Client Executive​​ ​ ​ ​ ​​​​​​​​​​​ SKANDINAVISKA ENSKILDA XXXXXX XX (PUBL),as Xxxxxx and Swap Bank​​​By: /s/ Xxx Xxxx Xxxxxx-JohannessenName: Xxx Xxxx Xxxxxx-JohannessenTitle: ​​By: /s/ Xxxx Xxxxxxxxx XxxxxxxxXxxx: Xxxx Xxxxxxxxx XxxxxxxxXxxxx: ​ ​ ​ ​ ​ ​ SCHEDULE 1​ THE PARTIES ​ PART A​ The Borrower Name: Dorian LPG Finance LLC Jurisdiction of Formation: Xxxxxxxx Islands Registration number (or equivalent, if any) 963243 Registered address Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Xxxxxxxx Islands, MH 96960 Address for service of process and notices c/o Dorian LPG (USA) LLC27 Xxxxxx XxxxXxxxxxxx, XX 00000 ​ PART B​ Parent Guarantor Name: Dorian LPG Ltd. Jurisdiction of Formation: Xxxxxxxx Islands Registration number (or equivalent, if any) 62405 Registered address Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Xxxxxxxx Islands, MH 96960 Address for service of process and notices c/o Dorian LPG (USA) LLCAttention: Xx. Xxx Xxxxx, CFO27 Signal RoadStamford, CT 06902 ​ ​ ​ ​

Amendment and Restatement. This Agreement constitutes an In connection with the amendment and restatement of the Existing Credit Agreement pursuant hereto, Borrower, Administrative Agent and the Existing Guaranty Agreement and Lenders shall as such, except for of the indebtedness and other than obligations provided for in Effective Date make adjustments to the outstanding principal amount of the “Revolving Credit Loans” under the Existing Credit Agreement (which indebtedness and obligations shall survive, be renewed, extended and restated by as such term is defined therein) (but not any interest accrued thereon prior to the terms of this Agreement), all terms and provisions of this Agreement supersede in their entirety the terms and provisions of 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 Existing Guaranty Agreement in their entirety. This Agreement is not intended as and shall not be construed as a release or novation repayment of any or all of the obligations and liabilities existing “Revolving Credit Loans” under the Existing Credit AgreementAgreement (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 Existing Guaranty Agreement and amount of its relevant Commitment as of the Effective Date, but in no event shall such adjustment of any “Loan DocumentsEurodollar Loans” (as defined in the Existing Credit Agreement). Any reference ) entitle any Lender to “Existing Guaranty Agreement", “Guaranty Agreement” any reimbursement under Section 2.15 hereof or the terms thereof in any Section 2.15 of the Loan Documents shall automatically be deemed Existing Credit Agreement; provided that the foregoing is not intended to be a reference relieve Borrower for paying any such costs to the applicable language in Article X hereof. Notwithstanding anything herein to the contrary, in no event shall the Liens securing lenders under the Existing Credit Agreement or to the obligations thereunder extent such lenders are not Lenders under this Agreement, and each Lender shall be deemed affected herebyto 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 (a) this Agreement, it being any promissory notes delivered pursuant this Agreement and the intent other Loan Documents executed and agreement delivered in connection herewith do not constitute a novation or termination of the Credit Parties that, except as otherwise provided in the Loan Documents, the Liens on the Collateral “Obligations” (as defined in the Existing Credit Agreement) granted under the Existing Credit Agreement as in effect prior to secure the Effective Date and (b) 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 Parties 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 other Loan Documents (as defined extent provided in the Existing Credit Agreement), shall not be extinguished and shall remain valid, binding and enforceable securing Agreement prior to the termination thereof. All indemnification obligations of the Borrower arising under the Existing Credit Agreement, as amended and restated hereby. Each Agreement (including any arising from a breach of the Borrowers party hereto that were not party representations thereunder) shall survive to the extent provided in the Existing Credit Agreement hereby (a) acknowledges and agrees that (i) it is a Credit Party and a Loan Party for all purposes prior to the termination thereof. In addition, as of the Loan DocumentsEffective Date, including the Intercreditor Agreement, and (ii) the term “Borrower” when used in the Intercreditor Agreement in the context each Letter of Credit Agreement provisions includes such Borrower as the context may require, and (b) agrees, acknowledges and consents to the matters set forth in the Acknowledgment of and Consent and Agreement to Intercreditor and Collateral Agency Agreement attached to the Intercreditor Agreement as if such Borrower were an original party thereto. Notwithstanding the foregoing, no Designated Borrower that is a Foreign Subsidiary is granting a security interest in its assets to secure any obligations outstanding under this Agreement or any other Loan Documents. Each lender party to the Existing Credit Agreement that is not a party this Agreement shall be deemed to have been paid in full with the proceeds of the funding on the Closing Dateissued under this Agreement.

Amendment and Restatement. This Agreement constitutes an amendment and restatement of (a) On the Effective Date, the Existing Credit Agreement shall be amended, restated and superseded in its entirety hereby. The parties hereto acknowledge and agree that (i) this Agreement, any Notes delivered pursuant to Section 2.08(e) and the Existing Guaranty Agreement other Credit Documents executed and as suchdelivered in connection herewith do not constitute a novation, except for payment and reborrowing, refinancing or termination of the indebtedness and other than obligations provided for in under the Existing Credit Agreement as in effect prior to the Effective Date; (which indebtedness and obligations shall survive, be renewed, extended and restated by the terms of this Agreement), all terms and provisions of this Agreement supersede in their entirety the terms and provisions of the Existing Credit Agreement and the Existing Guaranty Agreement in their entirety. This Agreement is not intended as and shall not be construed as a release or novation of any or all of the obligations and liabilities existing under the Existing Credit Agreement, the Existing Guaranty Agreement and ii) the “Loan DocumentsLoans” (as defined in the Existing Credit Agreement). Any reference ) have not become due and payable prior to “the Effective Date as a result of the amendment and restatement of the Existing Guaranty Credit Agreement", “Guaranty Agreement” or ; (iii) such obligations are in all respects continuing with only the terms thereof being modified as provided in any this Agreement; and (iv) upon the effectiveness of the Loan Documents shall automatically be deemed to be a reference to the applicable language in Article X hereof. Notwithstanding anything herein to the contrary, in no event shall the Liens securing this Agreement all loans and letters of credit outstanding under the Existing Credit Agreement or immediately before the obligations thereunder effectiveness of this Agreement will be deemed affected hereby, it being the intent and agreement part of the Loans and Letters of Credit Parties that, except as otherwise provided in the Loan Documents, the Liens hereunder on the Collateral terms and conditions set forth in this Agreement. (as defined b) Notwithstanding the modifications effected by this Agreement of the representations, warranties and covenants of the Borrower contained in the Existing Credit Agreement) granted , the Borrower acknowledges and agrees that any causes of action or other rights created prior to secure the obligations Effective Date in favor of any Lender and its successors arising out of the Credit Parties representations and warranties of the Borrower and contained in or delivered (including representations and warranties delivered in connection with the making of the loans or other extensions of credit thereunder) in connection with the Existing Credit Agreement or any other Credit Document executed in connection therewith prior to the Effective Date shall survive the execution and delivery of this Agreement; provided, however, that it is understood and agreed that the other Loan Documents (as defined in the Existing Credit Agreement), shall not be extinguished and shall remain valid, binding and enforceable securing the Borrower’s monetary obligations under the Existing Credit Agreement, as amended and restated hereby. Each Agreement in respect of the Borrowers party hereto that were not party loans and letters of credit thereunder are now monetary obligations of the Borrower as evidenced by this Agreement as provided in Section 2 hereof. (c) All indemnification obligations of the Borrower pursuant to the Existing Credit Agreement hereby (aincluding any arising from a breach of the representations thereunder) acknowledges with respect to any losses, claims, damages, liabilities and agrees that related expenses occurring prior to the Effective Date shall survive the amendment and restatement of the Existing Credit Agreement pursuant to this Agreement. (d) On and after the Effective Date, (i) it is each reference in the Credit Documents to the “Credit Agreement”, “thereunder”, “thereof” or similar words referring to the Credit Agreement shall mean and be a Credit Party and a Loan Party for all purposes of the Loan Documents, including the Intercreditor Agreement, reference to this Agreement and (ii) the term “Borrower” when used each reference in the Intercreditor Agreement Credit Documents to a “Note” shall mean and be a Note as defined in the context of Credit Agreement provisions includes such Borrower as the context may require, and (b) agrees, acknowledges and consents to the matters set forth in the Acknowledgment of and Consent and Agreement to Intercreditor and Collateral Agency Agreement attached to the Intercreditor Agreement as if such Borrower were an original party theretothis Agreement. Notwithstanding the foregoing, no Designated Borrower that is a Foreign Subsidiary is granting a security interest in its assets to secure any obligations under this Agreement or any other Loan Documents. Each lender party to the Existing Credit Agreement that is not a party this Agreement shall have been paid in full with the proceeds of the funding on the Closing Date.NAI-181964176v6

Amendment and Restatement. (a) This Agreement constitutes an amendment amends and restatement restates and supersedes and replaces in its entirety the Existing Credit Agreement, without novation, with the Commitments set forth herein and the Lenders and Issuing Lenders party hereto. Any Lender party to the Existing Credit Agreement not listed in the signature pages hereof (a “Departing Lender”) shall cease to be a Lender on the Restatement Effective Date upon (i) payment of all amounts (except principal) owing to it and (ii) all amounts of principal owing to it under Section 11.24(b). Without limiting the generality of the foregoing, on the Restatement Effective Date, each New Lender shall be and become a Lender hereunder and shall have all of the rights and be obligated to perform all of the obligations of a Lender hereunder to the extent of its Commitment. Notwithstanding anything to the contrary contained in the Existing Credit Agreement, in order to effect the restructuring of the existing credit facilities as contemplated by this Agreement, (i) all existing Letters of Credit under (and as defined in) the Existing Credit Agreement will be deemed to be Existing Letters of Credit, (ii) to the extent not past due on or prior to the Restatement Effective Date and not owing to a Departing Lender, all accrued, incurred and unpaid (A) interest under the Existing Credit Agreement, (B) commitment fees under Section 4.5(a) of the Existing Credit Agreement and the Existing Guaranty Agreement (C) Letter of Credit Fees under (and as such, except for the indebtedness and other than obligations provided for in defined in) Section 3.3 of the Existing Credit Agreement Agreement, in each case arising immediately prior to the Restatement Effective Date shall continue to be payable on their regularly scheduled due date (which indebtedness and obligations shall survive, be renewed, extended and restated by unless accelerated sooner in accordance with the terms of this Agreement), and (iii) all terms other accrued, incurred and provisions of this Agreement supersede in their entirety unpaid fees, costs and expenses payable under the terms Existing Credit Agreement, including all fees and provisions expenses outstanding under Section 11.5 of the Existing Credit Agreement and other similar costs and expenses, will be due and payable on the Existing Guaranty Agreement in their entirety. This Agreement is not intended as and Restatement Effective Date (it being understood, for the avoidance of doubt, that other than payment of any breakage cost amount that may be due to the Departing Lenders pursuant to Section 4.12, if any, no amounts shall not be construed due pursuant to section 4.12 as a release or novation of any or all result of the obligations and liabilities existing Transactions). The Letters of Credit (undrawn or drawn but as yet unreimbursed as of the Restatement Effective Date) outstanding under the Existing Credit AgreementAgreement on the Restatement Effective Date, which are specified on Schedule 1.1E, shall, following the Existing Guaranty Agreement satisfaction of all conditions precedent set forth in Section 6.1, be deemed to constitute Letters of Credit issued hereunder in the same manner and subject to the “same terms and conditions as if issued initially as Letters of Credit pursuant to Section 3.3. (b) On the Restatement Effective Date, each Loan Documents” under (and as defined in in) the Existing Credit Agreement). Any reference to “Existing Guaranty Agreement", “Guaranty Agreement” or the terms thereof in any of the Loan Documents Agreement shall automatically be deemed to be a reference to the applicable language in Article X hereof. Notwithstanding anything herein to the contrary, in no event shall the Liens securing the Existing Credit Agreement or the obligations thereunder be deemed affected hereby, it being the intent and agreement of the Credit Parties that, except as otherwise provided in the Loan Documents, the Liens on the Collateral (as defined in the Existing Credit Agreement) granted to secure the obligations of the Credit Parties in connection with the Existing Credit Agreement and the other Loan Documents (as defined in the Existing Credit Agreement), shall not be extinguished and shall remain valid, binding and enforceable securing the obligations under the Existing Credit Agreement, as amended and restated herebyhereunder. Each of Lender hereunder shall have the Borrowers party hereto that were not party to the Existing Credit Agreement hereby (a) acknowledges and agrees that (i) it is a Credit Party and a Loan Party for all purposes of the Loan Documents, including the Intercreditor Agreement, and (ii) the term “Borrower” when used in the Intercreditor Agreement in the context of Credit Agreement provisions includes such Borrower Commitment Percentage as the context may require, and (b) agrees, acknowledges and consents to the matters set forth in Schedule A. Each Lender having Loans outstanding on the Acknowledgment Restatement Effective Date and whose Commitment Percentage in respect of such Loans has been decreased on the Restatement Effective Date, and Consent and Agreement to Intercreditor and Collateral Agency Agreement attached to the Intercreditor Agreement as if such Borrower were an original party thereto. Notwithstanding the foregoing, no Designated Borrower that is a Foreign Subsidiary is granting a security interest in its assets to secure any obligations each Lender under this Agreement or any other Loan Documents. Each lender party to the Existing Credit Agreement that is not a party this Agreement Lender hereunder, shall be deemed to have been paid assigned on the Restatement Effective Date, without recourse, ratably to each Lender increasing its Commitment (an “Increasing Lender”) and to any new Lender with a Commitment (a “New Lender”) on the Restatement Effective Date such ratable portion of such Loans as shall be necessary to effectuate such adjustment. Each Increasing Lender and each New Lender on the Restatement Effective Date shall (i) be deemed to have assumed such ratable portion of such Loans and (ii) fund on the Restatement Effective Date such assumed amounts to the Administrative Agent for the account of each such assigning Lender in full accordance with the proceeds provisions hereof in the amount notified to such Increasing Lender or New Lender by the Administrative Agent. AmericasActive:15540830.1218080089.6 (c) The Borrowers ratify, affirm and acknowledge all of their Obligations in respect of the funding on Existing Letters of Credit and related documents, and the Closing Date.Lenders shall be deemed to have participating interests in the Existing Letters of Credit and related documents as of the Restatement Effective Date in accordance with their Commitment Percentage as reflected in Schedule A. (d) All previously outstanding promissory notes under the Existing Credit Agreement will be deemed cancelled upon the occurrence of the Restatement Effective Date and the issuance of the Notes hereunder. Additionally, those Lenders party hereto which are also party to the Existing Credit Agreement hereby waive any prior notice requirement under the Existing Credit Agreement with respect to the termination of commitments thereunder and the making of any prepayments thereunder. AmericasActive:15540830.1218080089.6

Amendment and Restatement. This Agreement constitutes an amendment (a) Pursuant to (i) the Assignment of First Lien Notes, Liens and restatement Security Interest, on the Closing Date $ of the Existing outstanding amount of principal and interest owing by Borrower and Quest Resource Corporation under the Prior First Lien Credit Agreement and the Existing Guaranty Agreement and as suchnotes issued pursuant thereto has been refinanced, except for the indebtedness and other than obligations provided for in the Existing Credit Agreement (which indebtedness and obligations shall survive, be renewed, rearranged and extended and restated by the terms of Loans under this Agreement), all terms (ii) the Assignment of Second Lien Notes, Liens and provisions of this Agreement supersede in their entirety Security Interest, on the terms and provisions Closing Date $ of the Existing outstanding amount of principal and interest owing by Borrower and Quest Resource Corporation under the Prior Second Lien Credit Agreement and the Existing Guaranty notes issued pursuant thereto has been refinanced, renewed, rearranged and extended by Loans under this Agreement in their entirety. This Agreement is not intended as and shall not be construed as a release or novation (iii) the Assignment of any or all Third Lien Notes, Liens and Security Interest, on the Closing Date $ of the obligations outstanding amount of principal and liabilities existing interest owing by Borrower and Quest Resource Corporation under the Existing Credit Agreement, the Existing Guaranty Agreement and the “Loan Documents” (as defined in the Existing Credit Agreement). Any reference to “Existing Guaranty Agreement", “Guaranty Agreement” or the terms thereof in any of the Loan Documents shall automatically be deemed to be a reference to the applicable language in Article X hereof. Notwithstanding anything herein to the contrary, in no event shall the Liens securing the Existing Credit Agreement or the obligations thereunder be deemed affected hereby, it being the intent and agreement of the Credit Parties that, except as otherwise provided in the Loan Documents, the Liens on the Collateral (as defined in the Existing Credit Agreement) granted to secure the obligations of the Credit Parties in connection with the Existing Prior Third Lien Credit Agreement and the other Loan Documents notes issued pursuant thereto has been refinanced, renewed, rearranged and extended by Loans under this Agreement. (as defined b) This Agreement amends and restates in its entirety the Existing Credit Agreement), shall not be extinguished and shall remain valid, binding and enforceable securing the obligations under the Existing Prior First Lien Credit Agreement, as amended and restated hereby. Each of the Borrowers party hereto that were not party to the Existing Prior Second Lien Credit Agreement hereby (a) acknowledges and agrees that (i) it is a Prior Third Lien Credit Party and a Loan Party for all purposes of the Loan Documents, including the Intercreditor Agreement, and (ii) the term “Borrower” when used in Revolving Notes amend, restate, rearrange, extend and renew the Intercreditor Agreement in Indebtedness under the context of Prior First Lien Credit Agreement, Prior Second Lien Credit Agreement provisions includes such and Prior Third Lien Credit Agreement and the promissory notes executed in connection therewith. The Lenders are subrogated to the rights of the lenders under the Prior First Lien Credit Agreement, Prior Second Lien Credit Agreement and Prior Third Lien Credit Agreement. All liens and security interests created and existing under the Prior First Lien Credit Agreement, Prior Second Lien Credit Agreement and Prior Third Lien Credit Agreement shall continue in force and effect to secure the Obligations of Borrower as to the context may requireLenders pursuant to the Revolving Notes and this Agreement, and (b) agreesBorrower hereby ratifies, acknowledges adopts and consents to the matters set forth in the Acknowledgment of confirms all such prior liens and Consent and Agreement to Intercreditor and Collateral Agency Agreement attached to the Intercreditor Agreement as if such Borrower were an original party thereto. Notwithstanding the foregoing, no Designated Borrower that is a Foreign Subsidiary is granting a security interest in its assets to secure any obligations under this Agreement or any other Loan Documents. Each lender party to the Existing Credit Agreement that is not a party this Agreement shall have been paid in full with the proceeds of the funding on the Closing Dateinterests.

Amendment and Restatement. This Agreement constitutes an amendment and restatement of The parties hereto agree that, on the Effective Date, the following transactions shall be deemed to occur automatically, without further action by any party hereto: (a) the Existing Credit Agreement and the Existing Guaranty Agreement and as such, except for the indebtedness and other than obligations provided for in the Existing Credit Agreement (which indebtedness and obligations shall survive, be renewed, extended and restated by the terms of this Agreement), all terms and provisions of this Agreement supersede in their entirety the terms and provisions of the Existing Credit Agreement and the Existing Guaranty Agreement in their entirety. This Agreement is not intended as and shall not be construed as a release or novation of any or all of the obligations and liabilities existing under the Existing Credit Agreement, the Existing Guaranty Agreement and the “Loan Documents” (as defined in the Existing Credit Agreement). Any reference to “Existing Guaranty Agreement", “Guaranty Agreement” or the terms thereof in any of the Loan Documents shall automatically be deemed to be a reference amended and restated in its entirety pursuant to the applicable language in Article X hereof. Notwithstanding anything herein to the contrary, in no event shall the Liens securing the Existing Credit Agreement this Agreement; (b) all obligations under or the obligations thereunder be deemed affected hereby, it being the intent and agreement of the Credit Parties that, except as otherwise provided in the Loan Documents, the Liens on the Collateral (as defined in the Existing Credit Agreement) granted to secure the obligations of the Credit Parties in connection with the Existing Credit Agreement outstanding on the Effective Date shall in all respects be continuing and shall be deemed to be Obligations outstanding hereunder (and, on the Effective Date, the U.S. Borrower hereby absolutely and expressly assumes all of the duties, obligations and liabilities of SPX Corporation, in its capacity as a borrower under, and in connection with, the Existing Credit Agreement and the other Loan Documents (as defined loan documents executed in connection with the Existing Credit Agreement); (c) to the extent evidenced by the Guarantee and Collateral Agreement, shall not be extinguished and the guarantees made to the holders of the obligations pursuant to the loan documents entered into in connection with the Existing Credit Agreement shall remain validin full force and effect with respect to the Obligations and are hereby reaffirmed; and (d) to the extent evidenced by the Guarantee and Collateral Agreement, binding the security interests and enforceable securing liens granted in favor of Bank of America, as administrative agent for the obligations benefit of the holders of the obligations, created under the collateral documents entered into in connection with the Existing Credit Agreement shall remain in full force and effect with respect to the Obligations and are hereby reaffirmed. On the Effective Date, (i) the revolving credit extensions and revolving commitments made by the lenders under the Existing Credit Agreement shall be re-allocated and restated among the Lenders so that, as of the Effective Date, the respective Revolving Commitments of the Lenders shall be as set forth on Schedule 1.1A as in effect on the Effective 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 issued by an Issuing Lender under the Existing Credit Agreement shall be deemed for all purposes of this Agreement to 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 amended if such Existing FCI had been originally issued at its request under this Agreement) and restated hereby. Each 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 Borrowers party hereto that were not party 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 hereby (a) acknowledges made under and agrees that (i) it is a Credit Party and a Loan Party for all purposes in accordance with the terms of the Loan Documents, including the Intercreditor Agreement, and (ii) the term “Borrower” when used in the Intercreditor Agreement in the context Section 9.2 of Credit Agreement provisions includes such Borrower as the context may require, and (b) agrees, acknowledges and consents to the matters set forth in the Acknowledgment of and Consent and Agreement to Intercreditor and Collateral Agency Agreement attached to the Intercreditor Agreement as if such Borrower were an original party thereto. Notwithstanding the foregoing, no Designated Borrower that is a Foreign Subsidiary is granting a security interest in its assets to secure any obligations under this Agreement or any other Loan Documents. Each lender party to the Existing Credit Agreement that is not a party this Agreement shall have been paid in full with the proceeds of the funding on the Closing DateAgreement.

Amendment and Restatement. (a) This Agreement constitutes an amendment supersedes and restatement of replaces the Existing Revolving Credit Agreement from and after the Existing Guaranty Agreement and as such, except for the indebtedness and other than obligations provided for in the Existing Credit Agreement (which indebtedness and obligations shall survive, be renewed, extended and restated by the terms of this Agreement), all terms and provisions of this Agreement supersede in their entirety the terms and provisions of the Existing Credit Agreement and the Existing Guaranty Agreement in their entiretyRestatement Date. This Agreement is does not intended as constitute a novation, payment and shall not be construed as a release reborrowing or novation of any or all termination of the obligations Obligations under and liabilities existing under the Existing Credit Agreement, the Existing Guaranty Agreement and the “Loan Documents” (as defined in the Existing Revolving Credit Agreement and such Obligations are in all respects continuing with only the terms being modified as provided in this Agreement. The Borrower, the Banks, the Issuing Banks and the Administrative Agent agree that the Existing Revolving Credit Agreement shall be amended and restated on the Restatement Date, such that on the Restatement Date the terms set forth herein shall replace the terms of the Existing Revolving Credit Agreement), and all appendices, schedules and exhibits thereto are hereby amended and restated in the forms attached hereto. Any reference Nothing herein shall be deemed to “Existing Guaranty Agreement"entitle any Loan Party to a consent to, “Guaranty Agreement” or the terms thereof in a waiver, amendment, modification or other change of, any of the Loan Documents shall automatically be deemed to be a reference to the applicable language in Article X hereof. Notwithstanding anything herein to the contraryterms, in no event shall the Liens securing the Existing Credit Agreement conditions, obligations, covenants or the obligations thereunder be deemed affected hereby, it being the intent and agreement of the Credit Parties that, except as otherwise provided in the Loan Documents, the Liens on the Collateral (as defined agreements contained in the Existing Credit Agreement) granted to secure the obligations of the Credit Parties in connection with the Existing Credit Agreement and the other Loan Documents (as defined in the Existing Credit Agreement), shall not be extinguished and shall remain valid, binding and enforceable securing the obligations under the Existing Revolving Credit Agreement, as amended and restated hereby. Each of the Borrowers party hereto that were not party to the Existing Credit Agreement hereby (a) acknowledges and agrees that (i) it is a Credit Party and a Loan Party for all purposes of the Loan Documents, including the Intercreditor Agreement, and (ii) the term “Borrower” when used in the Intercreditor Agreement in the context of Credit Agreement provisions includes such Borrower as the context may require, and (b) agrees, acknowledges and consents to the matters set forth in the Acknowledgment of and Consent and Agreement to Intercreditor and Collateral Agency Agreement attached to the Intercreditor Agreement as if such Borrower were an original party thereto. Notwithstanding the foregoing, no Designated Borrower that is a Foreign Subsidiary is granting a security interest in its assets to secure any obligations under this Agreement or any other Loan Documents. Document in similar or different circumstances. (b) Each lender Bank party to the Existing Revolving Credit Agreement expressly waives any compensation due to such Bank pursuant to Section 3.6(f) of the Existing Revolving Credit Agreement as a result of the payment of accrued interest on any Loans existing immediately prior to the Restatement Date pursuant to Section 8.4(f) of this Agreement (and any associated conversion of Eurodollar Rate Loans other than on the last day of the Interest Period applicable thereto). (c) Notwithstanding anything to the contrary in this Agreement or the Existing Revolving Credit Agreement, each Bank that was a party to the Existing Revolving Credit Agreement but is not a party to this Agreement on the Restatement Date shall be deemed for all purposes to be a Non-Consenting Lender and a Non-Complying Lender under the Existing Revolving Credit Agreement and, notwithstanding the provisions of Section 11.8 and Section 11.27 of this Agreement or the Existing Revolving Credit Agreement, shall be deemed to have assigned such Bank’s Commitments and/or Loans (each as defined in the Existing Revolving Credit Agreement) to the Banks party to this Agreement on the Restatement Date such that the Commitments of such Banks party to this Agreement shall have been paid in full with the proceeds of the funding on the Closing Date.Restatement Date be as set forth on Schedule 1.1 hereto

Amendment and Restatement. This The parties to the Existing Credit Agreement, to the extent party hereto, each hereby agree that, at such time as this Agreement constitutes an amendment shall have become effective pursuant to the terms of Section 5.1, (a) the Existing Credit Agreement automatically shall be deemed amended and restatement of restated in its entirety by this Agreement, and (b) the Commitments and Loans under the Existing Credit Agreement and as defined therein automatically shall be replaced with the Existing Guaranty Agreement Commitments and as such, except for the indebtedness and other than obligations provided for in the Existing Credit Agreement (which indebtedness and obligations shall survive, be renewed, extended and restated by the terms of this Agreement), all terms and provisions of this Agreement supersede in their entirety the terms and provisions of the Existing Credit Agreement and the Existing Guaranty Agreement in their entiretyLoans hereunder. This Agreement is not intended as and shall not be construed as a release or novation of the Existing Credit Agreement. On the Closing Date, (i)(x) the Credit Parties shall prepay any or all of the obligations and liabilities existing dollar tranche revolving credit loans outstanding under the Existing Credit Agreement, Agreement to the Existing Guaranty Agreement and extent necessary to keep the “Loan Documents” (outstanding Dollar Tranche Revolving Credit Loans ratable with the revised Dollar Tranche Revolving Credit Commitments as defined in the Existing Credit Agreement). Any reference to “Existing Guaranty Agreement", “Guaranty Agreement” or the terms thereof in any of the Loan Documents shall automatically be deemed to be a reference to Closing Date, and (y) the applicable language in Article X hereof. Notwithstanding anything herein to dollar tranche revolving credit loans and dollar tranche revolving credit commitments made by the contrary, in no event shall the Liens securing lenders under the Existing Credit Agreement or shall be re-allocatedre-allocated and restated among the obligations thereunder Lenders so that, as of the Closing Date, the respective Dollar Tranche Revolving Credit Commitments of the Lenders shall be deemed affected hereby, it being the intent as set forth on Schedule 1.1(b) and agreement of (ii)(x) the Credit Parties that, except as otherwise provided in the Loan Documents, the Liens on the Collateral (as defined in the Existing Credit Agreement) granted to secure the obligations of the Credit Parties in connection with shall prepay any designated currency tranche revolving credit loans outstanding under the Existing Credit Agreement to the extent necessary to keep the outstanding Designated Currency Tranche Revolving Credit Loans ratable with the revised Designated Currency Tranche Revolving Credit Commitments as of the Closing Date, and (y) the other Loan Documents (as defined in designated currency tranche revolving credit loans and designated currency tranche revolving credit commitments made by the Existing Credit Agreement), shall not be extinguished and shall remain valid, binding and enforceable securing the obligations lenders under the Existing Credit AgreementAgreement shall be re-allocatedre-allocated and restated among the Lenders so that, as amended and restated hereby. Each of the Borrowers party hereto that were not party to the Existing Credit Agreement hereby (a) acknowledges and agrees that (i) it is a Credit Party and a Loan Party for all purposes of the Loan Documents, including the Intercreditor Agreement, and (ii) the term “Borrower” when used in the Intercreditor Agreement in the context of Credit Agreement provisions includes such Borrower as the context may require, and (b) agrees, acknowledges and consents to the matters set forth in the Acknowledgment of and Consent and Agreement to Intercreditor and Collateral Agency Agreement attached to the Intercreditor Agreement as if such Borrower were an original party thereto. Notwithstanding the foregoing, no Designated Borrower that is a Foreign Subsidiary is granting a security interest in its assets to secure any obligations under this Agreement or any other Loan Documents. Each lender party to the Existing Credit Agreement that is not a party this Agreement shall have been paid in full with the proceeds of the funding on the Closing Date, the respective Designated Currency Tranche Revolving Credit Commitments of the Lenders shall be as set forth on Schedule 1.1(b).

Amendment and Restatement. This Agreement constitutes an amendment is intended to amend and restatement restate the provisions of the Existing Credit Agreement and the Existing Guaranty Agreement and as suchTerm Loan Agreements and, except for the indebtedness and other than obligations provided for in the Existing Credit Agreement (which indebtedness and obligations shall survive, be renewed, extended and restated by the terms of this Agreement)as expressly modified herein, all terms and provisions of this Agreement supersede in their entirety the terms and provisions of the Existing Credit Agreement and the Existing Guaranty Agreement in their entirety. This Agreement is not intended as Term Loan Agreements shall continue to apply for the period prior to the Effective Date, including any determinations of payment dates, interest rates, compliance with covenants and shall not other obligations, accuracy of representations and warranties, Events of Default or any amount that may be construed as a release or novation of any or all of the obligations and liabilities existing under the Existing Credit Agreementpayable to Administrative Agent, the Existing Guaranty Agreement Lenders or the Issuing Banks (or their assignees or replacements hereunder). The Borrower, the Administrative Agent, the Lenders and the “Loan Documents” (as defined in the Existing Credit Agreement). Any reference to “Existing Guaranty Agreement"Issuing Banks acknowledge and agree that all principal, “Guaranty Agreement” interest, fees, costs, reimbursable expenses and indemnification obligations accruing or the terms thereof in any of the Loan Documents shall automatically be deemed to be a reference to the applicable language in Article X hereof. Notwithstanding anything herein to the contrary, in no event shall the Liens securing the Existing Credit Agreement arising under or the obligations thereunder be deemed affected hereby, it being the intent and agreement of the Credit Parties that, except as otherwise provided in the Loan Documents, the Liens on the Collateral (as defined in the Existing Credit Agreement) granted to secure the obligations of the Credit Parties in connection with the Existing Credit Agreement or the Existing Term Loan Agreements which remain unpaid and outstanding as of the Effective Date shall be and remain outstanding and payable as an obligation under this Agreement and the other Loan Documents (as defined in Documents. The Existing Credit Agreement and the Existing Credit Term Loan Agreements are superseded by this Agreement), shall which hereby renews, amends, restates and modifies, but does not be extinguished and shall remain validnovate or extinguish, binding and enforceable securing the obligations under the Existing Credit AgreementAgreement and the Existing Term Loan Agreements. The execution, delivery and effectiveness of this Agreement and the other Loan Documents shall not operate as amended a waiver, release or modification of any right, power or remedy of the “Lenders” under the Existing Credit Agreement or the Existing Term Loan Agreements arising prior to the date hereof, except to extent that any such covenant, agreement is modified hereby. Each Lender party hereto hereby acknowledges and restated herebyconsents to the release of SCA from its obligations as a guarantor under the Existing Credit Agreement and the Existing Term Loan Agreement on the Effective Date. Each of the Borrowers party Lenders whose name appears on the Schedule I attached hereto (a) acknowledges that were not each lender who was a party to the Existing Credit Agreement hereby or the Existing Term Loan Agreements but is not listed on Schedule I hereto (aeach a “Departing Lender”) acknowledges is executing a termination agreement among itself, the Borrower and agrees that the Administrative Agent, pursuant to which, upon execution of this Agreement each such lender shall (i) it is a be paid the full amount of principal and interest outstanding on its loans under the Existing Credit Party and a Agreement and/or Existing Term Loan Party for all purposes of the Loan DocumentsAgreements, including the Intercreditor Agreementas applicable, and (ii) relinquish any and all of its rights as a lender under the term “Borrower” when used in the Intercreditor Agreement in the context of Existing Credit Agreement provisions includes such Borrower as and the context may require, Existing Term Loan Agreements 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) agreesagrees 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, acknowledges the Loans and consents to Commitments of each Class of each Lender hereunder will be held ratably in accordance with the matters 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 Acknowledgment of Register as shall be necessary to effectuate and Consent and Agreement to Intercreditor and Collateral Agency Agreement attached to the Intercreditor Agreement as if such Borrower were an original party thereto. Notwithstanding reflect the foregoing, no Designated Borrower that is a Foreign Subsidiary is granting a security interest in its assets to secure any obligations under this Agreement or any other Loan Documents. Each lender party to the Existing Credit Agreement that is not a party this Agreement shall have been paid in full with the proceeds of the funding on the Closing Date.

Amendment and Restatement. This Agreement constitutes an amendment and restatement It is the intention of each of the Existing parties hereto that (a) the Original Credit Agreement be amended and restated in its entirety pursuant to this Agreement so as to preserve the Existing Guaranty Agreement perfection and as such, except for the indebtedness priority of all Liens and other than obligations provided for in the Existing Credit Agreement (which security interests securing indebtedness and obligations under the Original Credit Agreement, (b) all Indebtedness, Obligations and Secured Obligations of the Borrower Parties hereunder and under the other Loan Documents shall survive, be renewed, extended and restated secured by the terms Liens and security interests evidenced under the Loan Documents (as defined in the Original Credit Agreement) as Modified and that such Loan Documents (as defined in the Original Credit Agreement) shall continue in full force and effect as so Modified, (c) each “Letter of this Credit” (as defined in the Original Credit Agreement), all terms and provisions ) that is outstanding on the Closing Date shall be continued as a Letter of Credit under this Agreement supersede in their entirety the terms and provisions of the Existing Credit (d) this Agreement and the Existing Guaranty Agreement in their entirety. This Agreement is does not intended as and shall not be construed as constitute a release novation or novation of any or all termination of the obligations and liabilities existing under the Existing Original Credit Agreement, Agreement (or serve to terminate Sections 7.6 and 11.14 of the Existing Guaranty Original Credit Agreement and or any of the “Loan Documents” Borrower Parties’ obligations thereunder with respect to the Agents (as defined in the Existing Original Credit Agreement). Any reference to “Existing Guaranty Agreement", “Guaranty Agreement” ) or the terms thereof in any of the Loan Documents shall automatically be deemed to be a reference to the applicable language in Article X hereof. Notwithstanding anything herein to the contrary, in no event shall the Liens securing the Existing Credit Agreement or the obligations thereunder be deemed affected hereby, it being the intent and agreement of the Credit Parties that, except as otherwise provided in the Loan Documents, the Liens on the Collateral Lenders (as defined in the Existing Original Credit Agreement) granted to secure or any other Indemnified Persons (as defined in the obligations Original Credit Agreement)). The parties hereto further acknowledge and agree that this Agreement constitutes a Modification of the Original Credit Parties Agreement made under and in accordance with the terms of Section 11.2 of the Original Credit Agreement. In addition, unless specifically Modified hereby or in connection with herewith, each of the Existing Credit Agreement and the other Loan Documents (as defined in the Existing Original Credit Agreement) shall continue in full force and effect. This Agreement restates and replaces, in its entirety, the Original Credit Agreement; from and after the Closing Date, any reference in any of the 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 II hereto replaces in its entirety such Lender’s “Revolving Commitment” under the Original Credit Agreement (if any) and each such Lender shall further be deemed to agree (a) that the repayment in full of all outstanding “Revolving Loans” (as defined in the Original Credit Agreement) together with all interest, fees and other amounts accrued and payable thereon and all fees and other amounts accrued and payable in respect of all “Letters of Credit” (as defined in the Original Credit Agreement) under the Original Credit Agreement, in each case, to such date on the Closing Date constitutes the payment in full of all Obligations (as defined in the Original Credit Agreement) owed to it under the Original Credit Agreement (other than any unasserted contingent obligations that would survive the termination of the Original Credit Agreement), (b) to the continuance of the outstanding “Letters of Credit” (as defined in the Original Credit Agreement) as Letters of Credit under this Agreement, (c) that such Lender waives the right to any compensation due under Section 2.9 of the Original Credit Agreement solely as a result of the early repayment in full of all outstanding “Revolving Loans” (as defined in the Original Credit Agreement) on the Closing Date and (d) to the release of the Mortgage with respect to the Wilton Mall Property, which release shall not be extinguished occur automatically on the Closing Date and shall remain validbe evidenced by such documents as are reasonably agreed between the Collateral Agent and the Borrower. The parties hereto further agree that, binding and enforceable securing immediately prior to the obligations under the Existing Credit Agreement, as amended and restated hereby. Each occurrence of the Borrowers party hereto that were not party to the Existing Credit Agreement hereby Closing Date, (a) acknowledges and agrees the Borrower shall repay (or cause to be repaid) all “Obligations” (as defined in the Original Credit Agreement) (other than any unasserted contingent obligations that (i) it is a Credit Party and a Loan Party for all purposes would survive the termination of the Loan DocumentsOriginal Credit Agreement) owing to Royal Bank of Canada as of immediately prior to the occurrence of the Closing Date, including the Intercreditor Agreement, and (ii) the term “Borrower” when used in the Intercreditor Agreement in the context of Credit Agreement provisions includes such Borrower as the context may require, and (b) agreessimultaneously with such payment, acknowledges the “Revolving Commitments” (as defined in the Original Credit Agreement) of Royal Bank of Canada are terminated and consents reduced to $0 and Royal Bank of Canada shall cease to be a “Lender” under the matters Original Credit Agreement (and, for the avoidance of doubt, shall not constitute a Lender under this Agreement) and (c) in the case of Royal Bank of Canada, waives the right to any compensation due under Section 2.9 of the Original Credit Agreement solely as a result of the early repayment in full of all outstanding “Revolving Loans” (as defined in the Original Credit Agreement) of Royal Bank of Canada as set forth in the Acknowledgment of and Consent and Agreement to Intercreditor and Collateral Agency Agreement attached to the Intercreditor Agreement as if such Borrower were an original party thereto. Notwithstanding the foregoing, no Designated Borrower that is a Foreign Subsidiary is granting a security interest in its assets to secure any obligations under this Agreement or any other Loan Documents. Each lender party to the Existing Credit Agreement that is not a party this Agreement shall have been paid in full with the proceeds of the funding on the Closing Dateabove.

Amendment and Restatement. This Agreement constitutes an amendment shall become effective on the Effective Date and restatement of the Existing Credit Agreement and the Existing Guaranty Agreement and as such, except for the indebtedness and other than obligations provided for in the Existing Credit Agreement (which indebtedness and obligations shall survive, be renewed, extended and restated by the terms of this Agreement), supersede all terms and provisions of this Agreement supersede in their entirety the terms and provisions of the Existing Credit Agreement as of such date. From and after the Existing Guaranty Agreement in their entirety. This Agreement is not intended as and shall not be construed as a release or novation Effective Date, (a)(i) the commitments of any or all of the obligations and liabilities existing those Lenders under the Existing Credit Agreement, the Existing Guaranty Agreement and that are continuing as Lenders under this Agreement (the “Loan DocumentsContinuing Lenders”) shall be amended as set forth on Schedule 1 hereto and (ii) the commitments of those “Lenders” (as defined in under the Existing Credit Agreement). Any reference to Agreement that are not continuing as Lenders under this Agreement (the “Existing Guaranty Agreement", “Guaranty Agreement” or the terms thereof in any of the Loan Documents 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 Existing Credit Agreement immediately prior to the Effective Date (the “New Lenders”); (b) all outstanding “Revolving Loans” of the Non-Continuing Lenders shall be repaid in full (together with all interest accrued thereon and amounts payable pursuant to Section 1.12 hereof of the Existing Credit Agreement in connection with such payment, and all fees accrued under the Existing Credit Agreement through the Effective Date) on the Effective Date (and the Borrower shall pay to each Continuing Lender all amounts, if any, payable pursuant to Section 1.12 hereof of the Existing Credit Agreement as if the outstanding Revolving Loans had been prepaid on the Effective Date); and (c) all outstanding “Revolving Loans” of the Continuing Lenders and all interests in outstanding “Letters of Credit” under the Existing Credit Agreement shall remain outstanding as the initial Revolving Loans and Letters of Credit hereunder. The Continuing Lenders and New Lenders each agree to make such purchases and sales of interests in the Revolving Loans and L/C Obligations outstanding on the Effective Date between themselves so that each Continuing Lender and New Lender is then holding its relevant Revolver Percentage of outstanding Revolving Loans and risk participation interests in outstanding L/C -129- Obligations based on their Revolving Credit Commitments as in effect after giving effect hereto (such purchases and sales shall be arranged through the Administrative Agent and each Lender hereby agrees to execute such further instruments and documents, if any, as the Administrative Agent may reasonably request in connection therewith), with all subsequent extensions of credit under this Agreement (including, without limitation, participations in respect of all Swingline Loans and Letters of Credit) to be made in accordance with the respective Revolving Credit Commitments of the Lenders from time to time party to this Agreement as provided herein. All references made to the Existing Credit Agreement in any Credit Document or in any other instrument or document shall, without more, be deemed to refer to this Agreement. This Agreement amends and restates the Existing Credit Agreement and is not intended to be or operate as a reference to the applicable language in Article X hereof. Notwithstanding anything herein to the contrary, in no event shall the Liens securing novation or an accord and satisfaction of the Existing Credit Agreement or the indebtedness, obligations thereunder be deemed affected hereby, it being the intent and agreement liabilities of the Borrower, or any Guarantor evidenced or provided for thereunder. [SIGNATURE PAGES TO FOLLOW] Signature Page to Xxxxx Xxxx LaSalle Finance B.V. Second Amended and Restated Multicurrency Credit Parties that, except as otherwise provided in the Loan DocumentsAgreement IN WITNESS WHEREOF, the Liens on the Collateral (parties hereto have caused their duly authorized officers to execute and deliver this Agreement as defined in the Existing Credit Agreement) granted to secure the obligations of the Credit Parties in connection with the Existing date first above written. XXXXX LANG LASALLE FINANCE B.V. By ____________________________________ Title _________________________________ XXXXX XXXX LASALLE INCORPORATED, as Guarantor By ____________________________________ Title _________________________________ XXXXX LANG LASALLE CO-INVESTMENT, INC., as Guarantor By ____________________________________ Title _________________________________ XXXXX XXXX LASALLE INTERNATIONAL, INC., as Guarantor By ____________________________________ Title _________________________________ LASALLE INVESTMENT MANAGEMENT, INC., as Guarantor By ____________________________________ Title _________________________________ Signature Page to Xxxxx Lang LaSalle Finance B.V. Second Amended and Restated Multicurrency Credit Agreement and the other Loan Documents (as defined in the Existing Credit Agreement)XXXXX XXXX LASALLE AMERICAS, shall not be extinguished and shall remain valid, binding and enforceable securing the obligations under the Existing Credit AgreementINC., as amended and restated hereby. Each of the Borrowers party hereto that were not party to the Existing Credit Agreement hereby (a) acknowledges and agrees that (i) it is a Credit Party and a Loan Party for all purposes of the Loan DocumentsGuarantor By ____________________________________ Title _________________________________ XXXXX LANG LASALLE LIMITED, including the Intercreditor Agreementas Guarantor By ____________________________________ Title _________________________________ XXXXX XXXX LASALLE SE, and (ii) the term “Borrower” when used in the Intercreditor Agreement in the context of Credit Agreement provisions includes such Borrower as the context may requireGuarantor By ____________________________________ Title _________________________________ XXXXX LANG LASALLE NEW ENGLAND LLC, and (b) agreesas Guarantor By ____________________________________ Title _________________________________ XXXXX XXXX LASALLE BROKERAGE, acknowledges and consents to the matters set forth in the Acknowledgment of and Consent and Agreement to Intercreditor and Collateral Agency Agreement attached to the Intercreditor Agreement INC., as if such Borrower were an original party thereto. Notwithstanding the foregoing, no Designated Borrower that is a Foreign Subsidiary is granting a security interest in its assets to secure any obligations under this Agreement or any other Loan Documents. Each lender party to the Existing Credit Agreement that is not a party this Agreement shall have been paid in full with the proceeds of the funding on the Closing Date.Guarantor By ____________________________________ Title _________________________________

Amendment and Restatement. This Agreement constitutes an In order to facilitate the amendment and restatement contemplated by this Agreement and otherwise to effectuate the desires of the Loan Parties, the Administrative Agent and the Lenders: (a) Simultaneously with the Closing Date, but immediately prior to giving effect to Section 1.10(d), the parties hereby agree that the Commitments and Applicable Percentages (as defined in the Existing Credit Agreement) of each of the Lenders shall be as set forth on Schedule 2.01, and (i) the Outstanding Amounts of each Lender’s Committed Loans (as defined in the Existing Credit Agreement) and (ii) the aggregate Outstanding Amount of each Tranche 1 Lender’s participation in L/C Obligations and Swing Line Loans shall, in each case, be reallocated as outstanding Committed Loans hereunder in accordance with such Commitments and outstanding participations in L/C Obligations and Swing Line Loans hereunder in accordance with such Commitments, as applicable, and the requisite assignments shall be deemed to be made in such amounts from (A) each Tranche 1 Lender to each other Tranche 1 Lender and (B) each Tranche 2 Lender to each other Tranche 2 Lender (and, if necessary, to (x) Tranche 1 Lenders hereunder from Tranche 1 Lenders under, and as defined in, the Existing Credit Agreement and (y) Tranche 2 Lenders hereunder from Tranche 2 Lenders under, and as defined in, the Existing Credit Agreement, in each case, who elect not to become Tranche 1 Lenders or Tranche 2 Lenders, as applicable, under this Agreement or who reduce their commitments in connection with this Agreement), with the same force and effect as if such assignments were evidenced by applicable Assignments and Assumptions (as defined in the Existing Credit Agreement) under the Existing Credit Agreement, but without the payment of any related assignment fee; provided that the Existing Lenders who are Lenders under this Agreement hereby waive any notice requirements pursuant to Section 2.05 of the Existing Credit Agreement 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 Guaranty Credit Agreement as of such date shall continue as a Swing Line Loan hereunder and each “Letter of Credit” outstanding under, and as suchdefined in, except for the indebtedness Existing Credit Agreement as of such date and other than obligations provided for 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, no other documents or instruments, including any Assignment and Assumption, shall be, or shall be required to be, executed in connection with the assignments set forth in Section 1.10(a) above (all of which indebtedness requirements are hereby waived), and obligations such assignments shall survivebe deemed to be made with all applicable representations, warranties and covenants as if evidenced by an Assignment and Assumption. On the Closing Date, the applicable Lenders shall make full cash settlement with one another 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 Commitments and the portion of the Outstanding Amount of the Committed Loans allocable to each Lender, such that after giving effect to such settlements the Commitment of, and Outstanding Amount of Committed Loans and aggregate Outstanding Amount of participation in L/C Obligations and Swing Line Loans, if any, owing to, each Lender shall be renewedas set forth on Schedule 2.01. (c) The Loan Parties, extended the Administrative Agent and restated by the terms Lenders hereby agree that upon the effectiveness of this Agreement), all terms and provisions of this Agreement supersede in their entirety the terms and provisions of the Existing Credit Agreement which in any manner govern or evidence the obligations arising hereunder, the rights and interests of the Administrative Agent and the Existing Guaranty Agreement Lenders and any terms, conditions or matters related to any thereof, shall be and hereby are amended and restated in their entirety. This Agreement is not intended 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. (d) Notwithstanding this amendment and shall not be construed as a release or novation restatement of the Existing Credit Agreement, including anything in this Section 1.10, and of any related “Loan Document” (as such term is defined in the Existing Credit Agreement and referred to herein, individually or collectively, as the “Existing Loan Documents”), (i) all of the indebtedness, liabilities and obligations owing by the Borrowers or any other Person under the Existing Credit Agreement and liabilities existing other Existing Loan Documents shall continue as Obligations hereunder and thereunder (including, without limitation, all accrued and unpaid interest and fees under the Existing Credit Agreement) and (ii) this Agreement is given as a substitution of, and not as a payment of, the Existing Guaranty Agreement indebtedness, liabilities and obligations of the “Loan Documents” (as defined in the Existing Credit Agreement). Any reference to “Existing Guaranty Agreement", “Guaranty Agreement” Borrowers or the terms thereof in any of the other Loan Documents shall automatically be deemed to be a reference to the applicable language in Article X hereof. Notwithstanding anything herein to the contrary, in no event shall the Liens securing Parties under the Existing Credit Agreement or any Existing Loan Document, and neither the obligations thereunder be deemed affected hereby, it being execution and delivery of this Agreement nor the intent and agreement consummation of the Credit Parties that, except as otherwise provided in the Loan Documents, the Liens on the Collateral (as defined in the Existing Credit Agreement) granted any other transaction contemplated hereunder is intended to secure the obligations constitute a novation of the Credit Parties in connection with the Existing Credit Agreement and or of any of the other Existing Loan Documents (as defined in or any obligations thereunder. Upon the Existing Credit Agreement), shall not be extinguished effectiveness of this Agreement all Loans outstanding and shall remain valid, binding and enforceable securing owing by the obligations Borrowers under the Existing Credit Agreement, Agreement as amended and restated herebyof the Closing Date shall continue as Loans hereunder. Each of the Borrowers Lender party hereto that were not party to is a lender under the Existing Credit Agreement hereby (a) acknowledges and agrees that (i) it is a Credit Party and a Loan Party shall be deemed to have waived the requirement for all purposes payment by the Borrowers of the Loan Documents, including the Intercreditor Agreement, and (ii) the term “Borrower” when used in the Intercreditor Agreement in the context any amounts required pursuant to Section 3.05 of Credit Agreement provisions includes such Borrower as the context may require, and (b) agrees, acknowledges and consents to the matters set forth in the Acknowledgment of and Consent and Agreement to Intercreditor and Collateral Agency Agreement attached to the Intercreditor Agreement as if such Borrower were an original party thereto. Notwithstanding the foregoing, no Designated Borrower that is a Foreign Subsidiary is granting a security interest in its assets to secure any obligations under this Agreement or any other Loan Documents. Each lender party to the Existing Credit Agreement that is not as a party result of any reallocation or deemed assignments in connection the entering into of this Agreement shall have been paid in full with the proceeds of the funding on the Closing DateAgreement.

Amendment and Restatement. This Agreement constitutes an amendment shall become effective on the Effective Date and restatement of the Existing Credit Agreement and the Existing Guaranty Agreement and as such, except for the indebtedness and other than obligations provided for in the Existing Credit Agreement (which indebtedness and obligations shall survive, be renewed, extended and restated by the terms of this Agreement), supersede all terms and provisions of this Agreement supersede in their entirety the terms and provisions of the Existing Credit Agreement as of such date. From and after the Existing Guaranty Agreement in their entirety. This Agreement is not intended as and shall not be construed as a release or novation Effective Date, (a)(i) the commitments of any or all of the obligations and liabilities existing those Lenders under the Existing Credit Agreement, the Existing Guaranty Agreement and that are continuing as Lenders under this Agreement (the “Loan DocumentsContinuing Lenders” ) shall be amended as set forth on Schedule 1 hereto and (as defined in ii) the commitments of those “Lenders” under the Existing Credit Agreement). Any reference to Agreement that are not continuing as Lenders under this Agreement (the “Existing Guaranty Agreement", “Guaranty AgreementNon-Continuing Lenders” or the terms thereof in any of the Loan Documents ) 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 Existing Credit Agreement immediately prior to the Effective Date (the “New Lenders” ); (b) all outstanding “Revolving Loans” of the Non-Continuing Lenders shall be repaid in full (together with all interest accrued thereon and amounts payable pursuant to Section 1.12 hereof of the Existing Credit Agreement in connection with such payment, and all fees accrued under the Existing Credit Agreement through the Effective Date) on the Effective Date (and the Borrower shall pay to each Continuing Lender all amounts, if any, payable pursuant to Section 1.12 hereof of the Existing Credit Agreement as if the outstanding Revolving Loans had been prepaid on the Effective Date); and (c) all outstanding “Revolving Loans” of the Continuing Lenders and all interests in outstanding “Letters of Credit” under the Existing Credit Agreement shall remain outstanding as the initial Revolving Loans and Letters of Credit hereunder. The Continuing Lenders and New Lenders each agree to make such purchases and sales of interests in the Revolving Loans and L/C Obligations outstanding on the Effective Date between themselves so that each Continuing Lender and New Lender is then holding its relevant Revolver Percentage of outstanding Revolving Loans and risk participation interests in outstanding L/C Obligations based on their Revolving Credit Commitments as in effect after giving effect hereto (such purchases and sales shall be arranged through the Administrative Agent and each Lender hereby agrees to execute such further instruments and documents, if any, as the Administrative Agent may reasonably request in connection therewith), with all subsequent extensions of credit under this Agreement (including, without limitation, participations in respect of all Swing Swingline Loans and Letters of Credit) to be made in accordance with the respective Revolving Credit Commitments of the Lenders from time to time party to this Agreement as provided herein. All references made to the Existing Credit Agreement in any Credit Document or in any other instrument or document shall, without more, be deemed to refer to this Agreement. This Agreement amends and restates the Existing Credit Agreement and is not intended to be or operate as a reference to novation or an accord and satisfaction of the applicable language in Article X hereof. Notwithstanding anything herein to the contrary, in no event shall the Liens securing the -112- Existing Credit Agreement or the indebtedness, obligations thereunder be deemed affected hereby, it being the intent and agreement liabilities of the Credit Parties thatBorrower, except as otherwise provided in the Loan Documents, the Liens on the Collateral (as defined in the Existing Credit Agreement) granted to secure the obligations of the Credit Parties in connection with the Existing Credit Agreement and the other Loan Documents (as defined in the Existing Credit Agreement), shall not be extinguished and shall remain valid, binding and enforceable securing the obligations under the Existing Credit Agreement, as amended and restated hereby. Each of the Borrowers party hereto that were not party to the Existing Credit Agreement hereby (a) acknowledges and agrees that (i) it is a Credit Party and a Loan Party for all purposes of the Loan Documents, including the Intercreditor Agreement, and (ii) the term “Borrower” when used in the Intercreditor Agreement in the context of Credit Agreement provisions includes such Borrower as the context may require, and (b) agrees, acknowledges and consents to the matters set forth in the Acknowledgment of and Consent and Agreement to Intercreditor and Collateral Agency Agreement attached to the Intercreditor Agreement as if such Borrower were an original party thereto. Notwithstanding the foregoing, no Designated Borrower that is a Foreign Subsidiary is granting a security interest in its assets to secure any obligations under this Agreement or any other Loan DocumentsGuarantor evidenced or provided for thereunder. Each lender party to the Existing Credit Agreement that is not a party this Agreement shall have been paid in full with the proceeds of the funding on the Closing Date.[S IGNATURE PAGES TO FOLLOW ] -113-

Amendment and Restatement. This Agreement constitutes an amendment and restatement Effective as of the Amendment and Restatement Effective Date: (a) The Existing Credit Agreement is hereby amended and the Existing Guaranty Agreement and as such, except for the indebtedness and other than obligations provided for restated in its entirety in the Existing form of the Amended and Restated Credit Agreement attached as Annex A hereto (which indebtedness and obligations shall survive, be renewed, extended and restated by the terms of this Agreement), all terms and provisions of this Agreement supersede in their entirety the terms and provisions of the Existing Credit Agreement and the Existing Guaranty Agreement in their entirety. This Agreement is not intended as and shall not be construed as a release or novation of any or all of the obligations and liabilities existing under the Existing Credit Agreement, the Existing Guaranty Agreement and the “Loan Documents” (as defined in the Existing Credit Agreement). Any reference to “Existing Guaranty Agreement", “Guaranty Agreement” or the terms thereof in any of the Loan Documents shall automatically be deemed to be a reference to the applicable language in Article X hereof. Notwithstanding anything herein to the contrary, in no event shall the Liens securing the Existing Credit Agreement or the obligations thereunder be deemed affected hereby, it being the intent and agreement of the Credit Parties that, except as otherwise provided in the Loan Documents, the Liens on the Collateral (as defined in the Existing Credit Agreement) granted to secure the obligations of the Credit Parties in connection with the Existing Credit Agreement and the other Loan Documents (as defined in the Existing Credit Agreement), shall not be extinguished and shall remain valid, binding and enforceable securing the obligations under the Existing Credit Agreement, as so amended and restated hereby. Each restated, being referred to as the “Amended Credit Agreement”). (b) That certain Guarantee and Collateral Agreement dated as of April 6, 2016 (as amended, supplemented or otherwise modified from time to time prior to the date hereof, the “Existing Guarantee and Collateral Agreement”), among the Parent Borrower, the Additional Borrower, the Grantors (as defined therein) party thereto from time to time and the Administrative Agent, is hereby amended in the form of the Borrowers party Amended Guarantee and Collateral Agreement attached as Annex B hereto (the Existing Guarantee and Collateral Agreement, as so amended, being referred to as the “Amended Guarantee and Collateral Agreement”). (c) The aggregate amount of all Letters of Credit outstanding (not to exceed the L/C Commitment) under the Existing Credit Agreement on the Amendment and Restatement Effective Date that were not party constitute “Existing Letters of Credit” under the Amended Credit Agreement shall continue to be outstanding under the Amended Credit Agreement and, from and after such date, the terms of the Amended Credit Agreement will govern the rights of the Administrative Agent, the Lenders and the Issuing Lenders with respect thereto. (d) Schedules 1.1A, 1.1D, 4.15(a), 7.2, 7.3, 7.7 and 7.11 to the Existing Credit Agreement are hereby deleted and replaced with those Schedules to the Amended Credit Agreement attached as Schedules hereto. Schedule 3.1(c) (aExisting Letters of Credit) acknowledges and agrees that (i) it is a hereby added to the Amended Credit Party and a Loan Party for all purposes of the Loan Documents, including the Intercreditor Agreement, and (ii) the term “Borrower” when used in the Intercreditor Agreement in the context of Credit Agreement provisions includes such Borrower form attached as the context may requireSchedule 3.1(c) hereto. (e) Exhibits B, F and (b) agrees, acknowledges and consents to the matters set forth in the Acknowledgment of and Consent and Agreement to Intercreditor and Collateral Agency Agreement attached to the Intercreditor Agreement as if such Borrower were an original party thereto. Notwithstanding the foregoing, no Designated Borrower that is a Foreign Subsidiary is granting a security interest in its assets to secure any obligations under this Agreement or any other Loan Documents. Each lender party H to the Existing Credit Agreement that is not a party this are hereby deleted and replaced with those Exhibits to the Amended Credit Agreement shall have been paid in full with the proceeds of the funding on the Closing Dateattached as Exhibits hereto.

Amendment and Restatement. This Agreement constitutes an In connection with the amendment and restatement of the Existing Credit Agreement pursuant hereto, Borrower, Administrative Agent and the Existing Guaranty Agreement and Lenders shall as such, except for of the indebtedness and other than obligations provided for in Effective Date make adjustments to the outstanding principal amount of the “Revolving Credit Loans” under the Existing Credit Agreement (which indebtedness 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 obligations 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 survivebe necessary to provide for Revolving Credit Loans by each Lender in proportion to, be renewedand in any event not in excess of, extended and restated by the terms 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), all terms and provisions each Lender shall be deemed to have made an assignment of this Agreement supersede in their entirety the terms its outstanding Loans and provisions of commitments under the Existing Credit Agreement and the Existing Guaranty Agreement in their entirety. This Agreement is not intended as assumed outstanding Loans and shall not be construed as a release or novation commitments of any or all of the obligations and liabilities existing 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, the Existing Guaranty 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 “Loan DocumentsObligations” (as defined in the Existing Credit Agreement). Any reference to “Existing Guaranty Agreement", “Guaranty Agreement” or the terms thereof in any of the Loan Documents shall automatically be deemed to be a reference to the applicable language in Article X hereof. Notwithstanding anything herein to the contrary, in no event shall the Liens securing ) under the Existing Credit Agreement or 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 thereunder be deemed affected hereby, it being and indebtedness under the intent and agreement Existing Credit Agreement. Notwithstanding the modifications effected by this Agreement of the Credit Parties thatrepresentations, except as otherwise provided in warranties and covenants of the Loan Documents, the Liens on the Collateral (as defined Borrower contained in the Existing Credit Agreement) granted to secure , the obligations Borrower acknowledges and agrees that any causes of action or other rights created in favor of the Credit Parties 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 other Loan Documents (as defined extent provided in the Existing Credit Agreement), shall not be extinguished and shall remain valid, binding and enforceable securing Agreement prior to the termination thereof. All indemnification obligations of the Borrower arising under the Existing Credit Agreement, as amended and restated hereby. Each Agreement (including any arising from a breach of the Borrowers party hereto that were not party representations thereunder) shall survive to the extent provided in the Existing Credit Agreement hereby (a) acknowledges and agrees that (i) it is a Credit Party and a Loan Party for all purposes prior to the termination thereof. In addition, as of the Loan DocumentsEffective Date, including the Intercreditor Agreement, and (ii) the term “Borrower” when used in the Intercreditor Agreement in the context each Letter of Credit Agreement provisions includes such Borrower as the context may require, and (b) agrees, acknowledges and consents to the matters set forth in the Acknowledgment of and Consent and Agreement to Intercreditor and Collateral Agency Agreement attached to the Intercreditor Agreement as if such Borrower were an original party thereto. Notwithstanding the foregoing, no Designated Borrower that is a Foreign Subsidiary is granting a security interest in its assets to secure any obligations outstanding under this Agreement or any other Loan Documents. Each lender party to the Existing Credit Agreement that is not a party this Agreement shall be deemed to have been paid in full with the proceeds of the funding on the Closing Dateissued under this Agreement.

Amendment and Restatement. 1. On the Closing Date, the Existing Credit Agreement automatically shall be deemed amended and restated in its entirety by this Agreement and the Commitments, Loans and other Obligations under the Existing Credit Agreement and as defined therein automatically shall be amended and restated in their entireties by the Commitments, Loans and Obligations hereunder. This Agreement constitutes an amendment is not a novation of the Existing Credit Agreement or the credit facilities, indebtedness and restatement other obligations under the Existing Credit Agreement. It is the intent of the parties to amend and restate the Existing Credit Agreement and the Existing Guaranty Agreement and as suchcredit facilities provided thereunder, except for without novation or interruption. 2. On the indebtedness and other than obligations provided for Closing Date, the risk participations of the Lenders hereunder in each outstanding Letter of Credit (including the Existing Letters of Credit) and each outstanding Swing Line Loan shall be automatically reallocated such that the risk participation of each Lender in each outstanding Letter of Credit Agreement and Swing Line Loan equals such Lender’s Applicable Percentage of each such Letter of Credit and Swing Line Loan. The parties acknowledge and agree that (which indebtedness and obligations shall survive, be renewed, extended and restated by the terms of this Agreement), all terms and provisions of this Agreement supersede in their entirety the terms and provisions of the Existing Credit Agreement and the Existing Guaranty Agreement in their entirety. This Agreement is not intended as and shall not be construed as a release or novation of any i) some or all of the obligations and liabilities existing under the Existing Credit Agreement, the Existing Guaranty Agreement and principal balance of the “Loan DocumentsTerm Loan” (as defined in the Existing Credit Agreement). Any reference ) outstanding immediately prior to “Existing Guaranty Agreement", “Guaranty Agreement” effectiveness of this Agreement will remain outstanding and constitute some or the terms thereof in any all of the Term Loan Documents shall automatically be deemed A-1 after giving effect to be a reference this Agreement, (ii) the Term Loan A-1, as of the Closing Date and after effectiveness of this Agreement, will maintain the same Interest Period (i.e., ending on the same date) as was applicable to the applicable language in Article X hereof. Notwithstanding anything herein to the contrary, in no event shall the Liens securing the Existing Credit Agreement or the obligations thereunder be deemed affected hereby, it being the intent and agreement principal balance of the Credit Parties that, except as otherwise provided in the Loan Documents, the Liens on the Collateral “Term Loan” (as defined in the Existing Credit Agreement) granted outstanding immediately prior to secure effectiveness of this Agreement (and shall thereafter be subject to conversion and/or continuation upon expiration of such Interest Period in accordance with the obligations terms of this Agreement), and (iii) the Administrative Agent shall make such adjustments to the Register, and the Term A-1 Lenders shall make necessary settlements among themselves, such that after giving effect thereto each Term A-1 Lender holds a portion of the Credit Term A-1 Loan consistent with Schedule 2.01 attached hereto as of the Closing Date (it being agreed by the Lenders that the transactions described in this sentence shall not give rise to any obligation of the Loan Parties in connection with under Section 3.05 of the Existing Credit Agreement and the other Loan Documents (as defined in the Existing Credit or of this Agreement). 3. From and after the Closing Date, shall not be extinguished and shall remain valid, binding and enforceable securing the obligations under the Existing Credit by execution of this Agreement, each Person identified as amended and restated hereby. Each of the Borrowers party hereto a “Lender” on each signature page that were is not party to already a Lender under the Existing Credit Agreement hereby (a) acknowledges acknowledges, agrees and agrees that (i) it is confirms that, by its execution of this Agreement, such Person will be deemed to be a Credit Party party to this Agreement and a Loan Party “Lender” for all purposes of this Agreement and shall have all of the Loan Documents, including the Intercreditor Agreement, and (ii) the term “Borrower” when used in the Intercreditor Agreement in the context obligations of Credit Agreement provisions includes such Borrower as the context may require, and (b) agrees, acknowledges and consents to the matters set forth in the Acknowledgment of and Consent and Agreement to Intercreditor and Collateral Agency Agreement attached to the Intercreditor Agreement a Lender hereunder as if such Borrower were an original party thereto. Notwithstanding the foregoing, no Designated Borrower that is a Foreign Subsidiary is granting a security interest in its assets to secure any obligations under this Agreement or any other Loan Documents. Each lender party to it had executed the Existing Credit Agreement that is not a party this Agreement shall have been paid in full with the proceeds of the funding on the Closing DateAgreement.

Amendment and Restatement. This 1A(1) The Company and The Prudential Insurance Company of America (“PICA”) entered into that certain Note Purchase and Private Shelf Agreement constitutes an amendment dated as of November 10, 1993 (the “Existing 1993 Shelf Agreement”) pursuant to which the Series A Notes were originally issued. Pursuant to that certain Amended and restatement Restated Note Purchase and Private Shelf Agreement dated as of March 1, 2002 (as amended from time to time prior to the date hereof, the “Existing 2002 Shelf Agreement”) between the Company and PICA, the parties thereto amended and restated the Existing 1993 Shelf Agreement and the Series A Notes became outstanding thereunder. Pursuant to that certain Second Amended and Restated Note Purchase and Private Shelf Agreement dated as of September 9, 2004 (as amended from time to time prior to the date hereof, the “Existing 2004 Shelf Agreement”) between the Company, Prudential and PICA, the parties thereto amended and restated the Existing 2002 Shelf Agreement and the Series A Notes became outstanding thereunder. Pursuant to that certain Third Amended and Restated Note Purchase and Private Shelf Agreement dated as of May 28, 2015 (as amended from time to time prior to the date hereof, the “Existing 2015 Shelf Agreement”) between the Company, Prudential and PICA, the parties thereto amended and restated the Existing 2004 Shelf Agreement and the Series B-1 Notes and Series B-2 Notes (collectively, the “Series B Notes”) became outstanding thereunder. Effective as of the date hereof, the parties agree that this agreement (this “Agreement”) amends and restates in its entirety the Existing 2015 Shelf Agreement and the Series B Notes issued under the Existing 2004 Shelf Agreement that were outstanding under the Existing 2015 Shelf Agreement will now be outstanding under this Agreement. From and after the effectiveness of this Agreement, none of the Existing Credit Agreement and the Existing Guaranty Agreement and as such, except for the indebtedness and other than obligations provided for in the Existing Credit Agreement (which indebtedness and obligations shall survive, be renewed, extended and restated by the terms of this Agreement), all terms and provisions of this Agreement supersede in their entirety the terms and provisions of the Existing Credit Agreement and the Existing Guaranty Agreement in their entirety. This Agreement is not intended as and shall not be construed as a release or novation of any or all of the obligations and liabilities existing under the Existing Credit 1993 Shelf Agreement, the Existing Guaranty Agreement and 2002 Shelf Agreement, the “Loan Documents” (as defined in 2004 Existing Shelf Agreement, or the Existing Credit Agreement). Any reference 2015 Shelf Agreement shall be of any force or effect whatsoever except to “Existing Guaranty Agreement", “Guaranty Agreement” or evidence the terms thereof in any of pursuant to which the Loan Documents shall automatically be deemed to be a reference Series B Notes were originally issued and were outstanding prior to the applicable language in Article X date hereof. Notwithstanding anything herein to the contrary, in no event shall the Liens securing the Existing Credit Agreement or the obligations thereunder be deemed affected hereby, it being the intent and agreement of the Credit Parties that, except as otherwise provided in the Loan Documents, the Liens on the Collateral (as defined in the Existing Credit Agreement) granted to secure the obligations of the Credit Parties in connection with the Existing Credit Agreement and the other Loan Documents (as defined in the Existing Credit Agreement), shall not be extinguished and shall remain valid, binding and enforceable securing the obligations under the Existing Credit Agreement, as amended and restated hereby. Each of the Borrowers party hereto that were not party to the Existing Credit Agreement hereby (a) acknowledges and agrees that (i) it is a Credit Party and a Loan Party for all purposes of the Loan Documents, including the Intercreditor Agreement, and (ii) the term “Borrower” when used in the Intercreditor Agreement in the context of Credit Agreement provisions includes such Borrower as the context may require, and (b) agrees, acknowledges and consents to the matters set forth in the Acknowledgment of and Consent and Agreement to Intercreditor and Collateral Agency Agreement attached to the Intercreditor Agreement as if such Borrower were an original party thereto. Notwithstanding the foregoing, no Designated Borrower that is a Foreign Subsidiary is granting a security interest in its assets to secure any obligations under this Agreement or any other Loan Documents. Each lender party to the Existing Credit Agreement that is not a party this Agreement shall have been paid in full with the proceeds of the funding on the Closing Date.

Amendment and Restatement. (a) This Agreement constitutes an amendment and restatement of the Existing Credit Agreement, effective from and after the Closing Date. The execution and delivery of this Agreement and shall not constitute a novation of any indebtedness or other obligations owing to the Lenders or the Administrative Agent under the Existing Guaranty Credit Agreement based on facts or events occurring or existing prior to the execution and as suchdelivery of this Agreement. On the Closing Date, except for the indebtedness and other than obligations provided for credit facilities described in the Existing Credit Agreement (which indebtedness and obligations Agreement, shall survivebe amended, be renewedsupplemented, extended modified and restated by the terms of this Agreement), all terms and provisions of this Agreement supersede in their entirety by the terms facilities described herein, and provisions all loans and other obligations of the Existing Credit Agreement and the Existing Guaranty Agreement in their entirety. This Agreement is not intended Borrower outstanding as and shall not be construed as a release or novation of any or all of the obligations and liabilities existing such date under the Existing Credit Agreement, the Existing Guaranty Agreement and the “Loan Documents” (as defined in the Existing Credit Agreement). Any reference to “Existing Guaranty Agreement", “Guaranty Agreement” or the terms thereof in any of the Loan Documents shall automatically be deemed to be a reference loans and obligations outstanding under the 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 Loans funded on the Closing Date, reflect the respective Commitment of the Lenders hereunder. (b) For the avoidance of doubt, the Lenders party to the applicable language in Article X hereof. Notwithstanding anything herein to the contrary, in no event shall the Liens securing the Existing Credit Agreement or the obligations thereunder be deemed affected herebyhave agreed among themselves, it being the intent if applicable, to reallocate their respective Existing Loans and agreement of the Credit Parties that, except as otherwise provided in the Loan Documents, the Liens on the Collateral their respective Commitments (as defined in the Existing Credit Agreement) granted as contemplated by this Agreement. On the Closing Date and after giving effect to secure such reallocation and adjustments of such Commitments, the obligations Commitments of each Lender shall be set forth on Schedule 1 hereto and each Lender shall own its Applicable Percentage of the Existing Loans. The reallocation and adjustment to the Existing Loan and such Commitment of each Lender as contemplated by this Section 10.21(b) shall be deemed to have been consummated pursuant to the term of the Assignment and Assumption attached as Exhibit A hereto as if each of the Lenders had executed an Assignment and Assumption with respect to such reallocation and adjustment. The Borrower and the Administrative Agent hereby consent to such reallocation and adjustment of the Existing Loan and such Commitments. (c) From and after the Closing Date, (i) each Exiting Lender shall cease to be a party to this Agreement, (ii) no Exiting Lender shall have any obligations or liabilities under this agreement with respect to the period from and after the Closing Date and, without limiting the foregoing, no Exiting Lender shall have any Commitment under this Agreement or any Letter of Credit Parties in connection with liabilities outstanding hereunder and (iii) no Exiting Lender shall have any rights under the Existing Credit Agreement, this Agreement or any other Loan Document (other than rights under the Existing Credit Agreement expressly stated to survive the termination of the Existing Credit Agreement and the other Loan Documents (as defined in the Existing Credit Agreementrepayment of amounts outstanding thereunder), shall not be extinguished and shall remain valid, binding and enforceable securing the obligations under the Existing Credit Agreement, as amended and restated hereby. Each of the Borrowers party hereto that were not party to the Existing Credit Agreement hereby (a) acknowledges and agrees that (i) it is a Credit Party and a Loan Party for all purposes of the Loan Documents, including the Intercreditor Agreement, and (ii) the term “Borrower” when used in the Intercreditor Agreement in the context of Credit Agreement provisions includes such Borrower as the context may require, and (b) agrees, acknowledges and consents to the matters set forth in the Acknowledgment of and Consent and Agreement to Intercreditor and Collateral Agency Agreement attached to the Intercreditor Agreement as if such Borrower were an original party thereto. Notwithstanding the foregoing, no Designated Borrower that is a Foreign Subsidiary is granting a security interest in its assets to secure any obligations under this Agreement or any other Loan Documents. Each lender party to the Existing Credit Agreement that is not a party this Agreement shall have been paid in full with the proceeds of the funding on the Closing Date.

Amendment and Restatement. This 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 constitutes is an amendment and restatement of the Existing Credit Agreement in its entirety, and the Existing Guaranty Agreement and as such, except for the indebtedness and other than obligations provided for in the Existing Credit Agreement (which indebtedness and obligations shall survive, be renewed, extended and restated by the terms of this Agreement), all terms and provisions of this Agreement supersede in their entirety the terms and provisions is not a novation of the Existing Credit Agreement Agreement. The parties hereto acknowledge and the Existing Guaranty Agreement in their entirety. This Agreement is not intended agree that, effective as and shall not be construed as a release or novation of any or all of the obligations and liabilities existing under the Existing Credit AgreementClosing Date, the Existing Guaranty Agreement and the “Loan Documents” (as defined in the Existing Credit Agreement). Any reference to “Existing Guaranty Agreement", “Guaranty Agreement” or the terms thereof in any of the Loan Documents shall automatically be deemed to be a reference to the applicable language in Article X hereof. Notwithstanding anything herein to the contrary, in no event shall the Liens securing the Existing Credit Agreement or the obligations thereunder be deemed affected hereby, it being the intent and agreement of the Credit Parties that, except as otherwise provided in the Loan Documents, the Liens on the Collateral Term Facility (as defined in the Existing Credit Agreement) granted to secure the obligations of the Credit Parties in connection with is terminated. The outstanding commitments under the Existing Credit Agreement have been assigned, renewed, extended, modified, and rearranged as US Commitments under and pursuant to the other Loan Documents terms of this Agreement. Certain of the US Facility Lenders (as defined in the Existing Credit Agreement), shall not be extinguished and shall remain valid, binding and enforceable securing the obligations Lenders under the Existing Credit Agreement) have agreed among themselves, as amended in consultation with the US Borrower, to adjust their respective Commitments and restated herebyto terminate the commitments of certain lenders under the Existing Credit Agreement who will not become a Lender hereunder (each an “Exiting Lender”). Each The US Administrative Agent, the US Facility Lenders, the US Borrower and each Exiting Lender (by receipt of the Borrowers payment in full of the Advances as defined in, and owing to it under, the Existing Credit Agreement and, at such Exiting Lender’s request, under a separate exiting agreement executed by such Exiting Lender) consented to such reallocation and each Existing Lender’s adjustment of, and each Existing Lender’s assignment of, an interest in the commitments and the Existing Lenders’ partial assignments of their respective commitments. On the Closing Date, and after giving effect to such 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 US Facility Lenders’ commitments under the Existing Credit Agreement to under this Agreement. The US Borrower and each Lender party hereto that were not party to was a “Lender” under the Existing Credit Agreement hereby (a) acknowledges agrees and agrees this Section 9.26 and any exiting agreement executed by an Exiting Lender that (i) it is a Credit Party and a Loan Party for all purposes of the Loan Documents, including the Intercreditor Agreement, and (ii) the term “Borrower” when used in the Intercreditor Agreement in the context of Credit Agreement provisions includes such Borrower as the context may require, and (b) agrees, acknowledges and consents acceptable to the matters set forth in US Administrative Agent and the Acknowledgment of and Consent and Agreement to Intercreditor and Collateral Agency Agreement attached to the Intercreditor Agreement US Borrower shall be deemed approved assignment forms as if such Borrower were an original party thereto. Notwithstanding the foregoing, no Designated Borrower that is a Foreign Subsidiary is granting a security interest in its assets to secure any obligations required under this Agreement or any other Loan Documents. Each lender party to the Existing Credit Agreement that is not a party this Agreement shall have been paid in full with the proceeds of the funding on the Closing DateAgreement.

Amendment and Restatement. This The parties hereto agree that, on the Closing Date, the following transactions shall be deemed to occur automatically, without further action by any party hereto: (a) that certain Second Amended and Restated Credit Agreement constitutes an amendment dated as of March 23, 2021, among the Borrower, the lenders identified therein and restatement Bank of America, as administrative agent, swing line lender and L/C issuer (the “Existing Credit Agreement Agreement”) shall be amended and the Existing Guaranty Agreement and as such, except for the indebtedness and other than obligations provided for restated in the Existing Credit its entirety by this Agreement (which indebtedness and obligations shall survive, be renewed, extended and restated by the terms of this Agreement), all terms and provisions of this Agreement supersede in their entirety the terms and provisions of the Existing Credit Agreement and the Existing Guaranty Agreement in their entirety. This Agreement is not intended as and shall not be construed as a release or executed in novation of any or all of the obligations and liabilities existing under the Existing Credit Agreement, the Existing Guaranty Agreement and the “Loan Documents” (as defined in the Existing Credit Agreement). Any reference to “; (b) all Obligations under the Existing Guaranty Agreement", “Guaranty Agreement” or Credit Agreement outstanding on the terms thereof Closing Date shall in any of the Loan Documents all respects be continuing and shall automatically be deemed to be a reference to Obligations outstanding hereunder; (c) the applicable language in Article X hereof. Notwithstanding anything herein to the contrary, in no event shall Collateral Documents and the Liens securing created thereunder in favor of Bank of America, N.A., as administrative agent for the Existing Credit Agreement or the obligations thereunder be deemed affected hereby, it being the intent and agreement benefit of the Credit Parties that, except as otherwise provided in holders of the Loan Documents, the Liens on the Collateral Obligations (as defined in the Existing Credit Agreement) granted shall remain in full force and effect with respect to secure the obligations of Obligations and are hereby reaffirmed; (d) all references in the Credit Parties in connection with other Loan Documents to the Existing Credit Agreement shall be deemed to refer without further amendment to this Agreement; (e) if any Revolving Loans are outstanding under the Existing Credit Agreement on the Closing Date, then each Lender shall make Revolving Loans on the Closing Date, the proceeds of which shall be applied by the Administrative Agent to prepay the outstanding Revolving Loans under the Existing Credit Agreement, in an amount necessary such that immediately after giving effect thereto each Lender holds its Applicable Percentage (with respect to the Revolving Facility) of the outstanding Revolving Loans; (f) if any Letters of Credit or Swing Line Loans are outstanding under the Existing Credit Agreement on the Closing Date, then on the Closing Date the risk participations of the Lenders in each outstanding Letter of Credit and each outstanding Swing Line Loan shall be automatically reallocated such that the other risk participation of each Lender in each outstanding Letter of Credit and Swing Line Loan Documents equals such Lender’s Applicable Percentage (with respect to the Revolving Facility) of each such Letter of Credit and Swing Line Loan; and (g) each Lender that is a party to the Existing Credit Agreement immediately prior to the Closing Date waives, and agrees not to demand from the Borrower any claim under Section 3.05 of the Existing Credit Agreement for any loss, cost and expense attributable to the conversion of any Eurodollar Rate Loans (as defined in the Existing Credit Agreement), shall not be extinguished and shall remain valid, binding and enforceable securing the obligations under the Existing Credit Agreement, as amended and restated hereby. Each of the Borrowers party hereto that were not party ) to the Existing Credit Agreement hereby (a) acknowledges and agrees that (i) it is a Credit Party and a Loan Party for all purposes of the Loan Documents, including the Intercreditor Agreement, and (ii) the term “Borrower” when used in the Intercreditor Agreement in the context of Credit Agreement provisions includes such Borrower as the context may require, and (b) agrees, acknowledges and consents to the matters set forth in the Acknowledgment of and Consent and Agreement to Intercreditor and Collateral Agency Agreement attached to the Intercreditor Agreement as if such Borrower were an original party thereto. Notwithstanding the foregoing, no Designated Borrower that is a Foreign Subsidiary is granting a security interest in its assets to secure any obligations under this Agreement or any other Loan Documents. Each lender party to the Existing Credit Agreement that is not a party this Agreement shall have been paid in full with the proceeds of the funding Term SOFR Loans on the Closing Date.

Amendment and Restatement. This Agreement constitutes an amendment and restatement of (a) On the Effective Date, the Existing ABL Credit Agreement will be amended and restated in its entirety by this Agreement and the Existing Guaranty Agreement and as such, except for the indebtedness and other than obligations provided for in the Existing ABL Credit Agreement (which indebtedness will thereafter be of no further force and obligations shall surviveeffect, be renewed, extended and restated by the terms of but this Agreement), all terms and provisions of this Agreement supersede in their entirety the terms and provisions of the Existing Credit Agreement and the Existing Guaranty Agreement in their entirety. This Agreement is not intended as and shall not be construed as to constitute a release or novation of any or all of the obligations and liabilities existing under the Existing ABL Credit AgreementAgreement or to evidence payment of all or any portion of such obligations and liabilities. (b) The Borrowers, the Administrative Agent, and the Lenders acknowledge that effective as of the Effective Date, all Existing Guaranty Letters of Credit, if any, will constitute Letters of Credit under this Agreement with the same effect as if issued by the L/C Issuer at the request of Borrowers on the Effective Date. The Loan Parties, the Administrative Agent, and the Lenders further acknowledge that effective as of the Effective Date, all interest, fees, expenses, and other obligations under the Existing ABL Credit Agreement and related loan documents (the “Existing Loan Documents”) that remain unpaid and outstanding as of the Effective Date will be assumed by the Loan Parties and remain outstanding and payable under this Agreement and the “other Loan Documents” (. Each Loan Party acknowledges that all Obligations outstanding as defined in the Existing Credit Agreement). Any reference to “Existing Guaranty Agreement", “Guaranty Agreement” or the terms thereof in any of the Effective Date constitute valid and binding obligations of such Loan Documents Party, without offset, counterclaim, defense, or recoupment of any kind, except as enforcement may be limited by equitable principles or by bankruptcy, insolvency, reorganization, moratorium, or similar laws relating to or limiting creditor’s rights generally. (c) Each of the Lenders party hereto shall automatically fund Loans and acquire participations from any Existing ABL Lender that is not a party hereto in an aggregate amount necessary to ensure that all Loans and participations are allocated on a pro rata basis as of the Effective Date (giving effect to the increase contemplated hereby) and the Borrowers shall be deemed to be a reference have requested such additional Loans in addition to the applicable language in Article X hereof. Notwithstanding anything herein to the contrary, in no event shall the Liens securing the Existing Credit Agreement or the obligations thereunder be deemed affected hereby, it being the intent and agreement of the Credit Parties that, except as otherwise provided in the Loan Documents, the Liens any other Borrowings on the Collateral Effective Date. (as defined in d) The terms and conditions of this Agreement and the Existing Credit Agreement) granted to secure the obligations of the Credit Parties in connection with the Existing Credit Administrative Agent’s and Lenders’ rights and remedies under this Agreement and the other Loan Documents (as defined in apply to all of the Existing Credit Agreement)Obligations, shall not be extinguished including indemnification and shall remain validreimbursement obligations, binding and enforceable securing the obligations incurred under the Existing ABL Credit Agreement. (e) On and after the Effective Date, (i) all references to the Existing ABL Credit Agreement in the Loan Documents (other than this Agreement) will be deemed to refer to the Existing ABL Credit Agreement as amended and restated hereby. Each of the Borrowers party hereto that were not party to the Existing Credit by this Agreement hereby (a) acknowledges and agrees that (i) it is a Credit Party and a Loan Party for all purposes of the Loan Documents, including the Intercreditor Agreement, and (ii) all references to any section (or subsection) of the term “Borrower” when used in the Intercreditor Existing ABL Credit Agreement in the context of Credit Agreement provisions includes such Borrower as the context may requireany Loan Document (but not this Agreement) will be deemed amended, and (b) agreesmutatis mutandis, acknowledges and consents to refer to the matters set forth in the Acknowledgment corresponding provisions of and Consent and Agreement to Intercreditor and Collateral Agency Agreement attached to the Intercreditor Agreement as if such Borrower were an original party theretothis Agreement. Notwithstanding the foregoing, no Designated Borrower that is a Foreign Subsidiary is granting a security interest in its assets to secure any obligations under this Agreement or any other Loan Documents. Each lender party to the Existing Credit Agreement that is not a party this Agreement shall have been paid in full with the proceeds of the funding on the Closing Date.[Signature Pages Follow]

Amendment and Restatement. This Agreement constitutes an Guarantor agrees that this Guaranty is given as a continuation, modification and extension of the Guaranty of Recourse Obligations dated as of June 30, 2019 (the “Original Guaranty”) by Guarantor in favor of Administrative Agent and shall not constitute a novation of the Original Guaranty. Notwithstanding the modifications effected by this Guaranty of the representations, warranties and covenants of Guarantor contained in the Original Guaranty, Guarantor acknowledges and agrees that any causes of action or other rights created in favor of the Administrative Agent and Lenders arising out of the representations and warranties of Guarantor contained in the Original Guaranty (but only with respect to the period of time prior to the date hereof) shall survive the execution and delivery of this Guaranty. All indemnification and guaranty obligations of Guarantor pursuant to the Original Guaranty (including any arising from a breach of the representations thereunder), but only with respect to the period of time prior to the date hereof, shall survive the amendment and restatement of the Existing Credit Agreement and the Existing Original Guaranty Agreement and pursuant to this Guaranty. AMENDED AND RESTATED GUARANTY OF RECOURSE OBLIGATIONS – Page 18 HTI MOB Portfolio (Upsizing) EXECUTED as such, except for the indebtedness and other than obligations provided for in the Existing Credit Agreement (which indebtedness and obligations shall survive, be renewed, extended and restated by the terms of this Agreement), all terms and provisions of this Agreement supersede in their entirety the terms and provisions of the Existing Credit Agreement day and the Existing Guaranty Agreement in their entiretyyear first above written. HEALTHCARE TRUST OPERATING PARTNERSHIP, L.P., a Delaware limited partnership By: /s/Mxxxxxx Xxxxxxxx Name: Mxxxxxx Xxxxxxxx Title: Authorized Signatory STATE OF New York ) ) ss. COUNTY OF New York ) This Agreement is not intended as and shall not be construed as instrument was acknowledged before me on December 12, 2019, by Mxxxxxx Xxxxxxxx, Authorized Signatory of HEALTHCARE TRUST OPERATING PARTNERSHIP, L.P., a release or novation Delaware limited partnership, on behalf of any or all said limited partnership. /s/Jxxxx Xxxxx Notary Public, State of the obligations and liabilities existing under the Existing Credit AgreementNew York AMENDED AND RESTATED GUARANTY OF RECOURSE OBLIGATIONS – Signature Page HTI MOB Portfolio (Upsizing) 1. ARHC CXXXXXX00, the Existing Guaranty Agreement and the “Loan Documents” (as defined in the Existing Credit Agreement). Any reference to “Existing Guaranty Agreement", “Guaranty Agreement” or the terms thereof in any of the Loan Documents shall automatically be deemed to be a reference to the applicable language in Article X hereof. Notwithstanding anything herein to the contrary, in no event shall the Liens securing the Existing Credit Agreement or the obligations thereunder be deemed affected hereby, it being the intent and agreement of the Credit Parties that, except as otherwise provided in the Loan Documents, the Liens on the Collateral (as defined in the Existing Credit Agreement) granted to secure the obligations of the Credit Parties in connection with the Existing Credit Agreement and the other Loan Documents (as defined in the Existing Credit Agreement), shall not be extinguished and shall remain valid, binding and enforceable securing the obligations under the Existing Credit Agreement, as amended and restated hereby. Each of the Borrowers party hereto that were not party to the Existing Credit Agreement hereby (a) acknowledges and agrees that (i) it is a Credit Party and a Loan Party for all purposes of the Loan Documents, including the Intercreditor Agreement, and (ii) the term “Borrower” when used in the Intercreditor Agreement in the context of Credit Agreement provisions includes such Borrower as the context may require, and (b) agrees, acknowledges and consents to the matters set forth in the Acknowledgment of and Consent and Agreement to Intercreditor and Collateral Agency Agreement attached to the Intercreditor Agreement as if such Borrower were an original party thereto. Notwithstanding the foregoing, no Designated Borrower that is a Foreign Subsidiary is granting a security interest in its assets to secure any obligations under this Agreement or any other Loan Documents. Each lender party to the Existing Credit Agreement that is not a party this Agreement shall have been paid in full with the proceeds of the funding on the Closing Date.LLC

Amendment and Restatement. This On the Effective Date, (i) this Agreement constitutes an amendment shall amend and restatement of restate the Existing Credit Agreement and the Existing Guaranty Agreement and as suchin its entirety but, except for the indebtedness and other than obligations provided for in avoidance of doubt, this Agreement shall not constitute a novation of the Existing Credit Agreement (which indebtedness parties’ rights and obligations shall survivethereunder, be renewed, extended and restated by the terms of this Agreement), all terms and provisions of this Agreement supersede in their entirety the terms and provisions of the Existing Credit Agreement and the Existing Guaranty Agreement in their entirety. This Agreement is not intended as and shall not be construed as a release or novation of any or all of the obligations and liabilities existing under the Existing Credit Agreement, the Existing Guaranty Agreement and the “Loan Documents” (as defined in the Existing Credit Agreement). Any reference to “Existing Guaranty Agreement", “Guaranty Agreement” or the terms thereof in any of the Loan Documents shall automatically be deemed to be a reference to the applicable language in Article X hereof. Notwithstanding anything herein to the contrary, in no event shall ii) the Liens securing and security interests as granted under the Existing Credit Agreement or the obligations thereunder be deemed affected hereby, it being the intent and agreement of the Credit Parties that, except as otherwise provided in the any Loan Documents, the Liens on the Collateral Document (as defined in the Existing Credit Agreement) granted to secure securing payment of indebtedness, liabilities and obligations thereunder are in all respects continuing and in full force and effect. The parties hereto agree and acknowledge that (A) the obligations Revolving Credit Facility set forth in subsection 2.1(b) is a continuation of the “Revolving Credit Parties in connection with the Existing Credit Agreement Facility” under and the other Loan Documents (as defined in the Existing Credit Agreement), shall not be extinguished (B) the Revolving Euro Tranche Facility set forth in subsection 2.1(c) is a continuation of the “Revolving Euro Tranche Facility” under and shall remain valid, binding and enforceable securing the obligations under as defined in the Existing Credit Agreement, as amended and restated hereby. Each (C) the Revolving Yen Tranche Facility set forth in subsection 2.1(d) is a continuation of the Borrowers party hereto that were not party to “Revolving Yen Tranche Facility” under and as defined in the Existing Credit Agreement hereby Agreement, (aD) acknowledges and agrees that (i) it the Term A-2 Facility hereunder is a Credit Party and a Loan Party for all purposes continuation of the “Incremental Term A-2 Facility” under and as defined in the Term A-2 Loan DocumentsAmendment and the Existing Credit Agreement, including (E) the Intercreditor proceeds of the Term A-1 Facility set forth in subsection 2.1(a), together with Revolving Credit Loans, will be used on the Initial Funding Date to repay in full amounts outstanding under the “Term A Facility” under and as defined in the Existing Credit Agreement, and (iiF) the term “Borrower” when used in Revolving Credit Commitments, the Intercreditor Agreement in Revolving Euro Tranche Commitments, Revolving Yen Tranche Commitments and the context Term A-1 Commitments of Credit Agreement provisions includes such Borrower each of the Lenders as of the context may require, and (b) agrees, acknowledges and consents to the matters Initial Funding Date shall be as set forth in the Acknowledgment of and Consent and Agreement to Intercreditor and Collateral Agency Agreement attached to the Intercreditor Agreement as if such Borrower were an original party theretoSchedule 2.1. Notwithstanding the foregoing, no Designated Borrower that to the extent the Effective Date is not a Foreign Subsidiary is granting a security interest in its assets to secure any obligations Business Day, (x) the commitments under this Agreement or any other Loan Documents. Each lender party to the Existing Credit Agreement that is shall not a party this be re-allocated until the Initial Funding Date and (y) interest rates applicable with respect to the loans outstanding under the “Term A Facility” under and as defined in the Existing Credit Agreement shall have been continue to apply on the Effective Date until such loans are paid in full with the proceeds of the funding on the Closing Initial Funding Date.

Amendment and Restatement. This (a) The Agreement constitutes an amendment and restatement the Amended Credit Agreement amends and restates the Original First Lien Credit Agreement in its entirety, with the parties hereby agreeing that (i) there is no novation of the Existing Original First Lien Credit Agreement and (ii) from and after the Existing Guaranty Agreement Restatement Effective Date, the rights and as such, except for obligations of the indebtedness and other than obligations provided for in parties under the Existing Original First Lien Credit Agreement (which indebtedness shall be subsumed and obligations shall survive, be renewed, extended and restated governed by the terms of this Amended Credit Agreement), all . (b) Each Loan Party that is party hereto hereby acknowledges that it has reviewed the terms and provisions of this Agreement supersede in their entirety and the terms Amended Documents and provisions consents to the amendment and restatement of the Existing Credit Agreement Amended documents effected pursuant to this Amendment. Notwithstanding anything to the contrary herein, each Loan Party that is party hereto acknowledges and agrees that (i) to the Existing Guaranty Agreement extent not amended and restated in their entirety. This Agreement connection herewith, each Loan Document to which it is not intended as a party or otherwise bound shall continue in full force and effect in accordance with its terms, (ii) all of its obligations under such Loan Documents shall be valid and enforceable and shall not be construed as a release impaired or novation limited by the execution or effectiveness of any or all of this Amendment, (iii) the obligations and liabilities existing under the Existing Credit Agreement, the Existing Guaranty Agreement and the “Loan Documents” Obligations (as defined in the Existing Credit Agreement). Any reference to “Existing Guaranty Agreement", “Guaranty Agreement” or the terms thereof in any of the Loan Documents shall automatically be deemed to be a reference to the applicable language in Article X hereof. Notwithstanding anything herein to the contrary, in no event shall the Liens securing the Existing Credit Agreement or the obligations thereunder be deemed affected hereby, it being the intent and agreement of the Credit Parties that, except as otherwise provided in the Loan Documents, the Liens on the Collateral (as defined in the Existing Original First Lien Credit Agreement) granted to secure the obligations of the Credit Borrowers and the other Loan Parties in connection with under the Existing Original First Lien Credit Agreement and the other Loan Documents (in each case, as further amended from time to time) that remain unpaid and outstanding as of the Closing Date shall continue to exist under and be evidenced by the Amended Credit Agreement and the other Loan Documents, (iv) all Letters of Credit existing immediately prior to the Restatement Effective Date shall continue as “Existing Letters of Credit” under the Amended Credit Agreement, (v) the Collateral and the Loan Documents shall continue to secure, guarantee, support and otherwise benefit the Secured Obligations (as defined in the Existing Original First Lien Credit Agreement), shall not be extinguished ) and shall remain valid, binding the Secured Obligations of the Borrowers and enforceable securing the obligations other Loan Parties under the Existing Amended and Restated Credit Agreement and the other Loan Documents, in each case, as amended hereby and (vi) (A) any Person entitled to the benefits of Sections 2.15, 2.16, 9.03, 9.04 and 9.06 and Article 8 (in the case of Xxxxxxx Sachs Bank USA as the Administrative Agent under the Original First Lien Credit Agreement) of the Original First Lien Credit Agreement shall continue to be entitled to the benefits of the corresponding provisions of the Amended and Restated Credit Agreement and (B) any Person bound by Section 9.13 of the Original First Lien Credit Agreement shall continue to be bound by the corresponding provisions of the Amended and Restated Credit Agreement. It is understood and agreed that (1) Cotiviti International Holdings, Inc. has been released from its obligations as a Loan Party under the Original Credit Agreement, as amended (2) Cotiviti, LLC Domestic Holdings, Inc. will be a “Borrower “and restated hereby. Each of not a “Guarantor” under the Borrowers party hereto that were not party to the Existing Amended Credit Agreement hereby (a) acknowledges and agrees that (i) it is a Credit Party and a the Amended Loan Party for all purposes of the Loan Documents, including the Intercreditor Agreement, Documents and (ii3) the term Cotiviti, LLC will be a “Guarantor” and not a “Borrower” when used in under the Intercreditor Agreement in the context of Amended Credit Agreement provisions includes such Borrower as and the context may requireAmended Loan Documents. (c) On and after the Closing Date, and (b) agrees, acknowledges and consents each reference to the matters set forth “Credit Agreement” in the Acknowledgment of and Consent and Agreement to Intercreditor and Collateral Agency Agreement attached to the Intercreditor Agreement as if such Borrower were an original party thereto. Notwithstanding the foregoing, no Designated Borrower that is a Foreign Subsidiary is granting a security interest in its assets to secure any obligations under this Agreement or any other Loan Documents. Each lender party Document shall mean and be a reference to the Existing Amended Credit Agreement that is not a party this Agreement shall have been paid in full with the proceeds of the funding on the Closing DateAgreement.

Amendment and Restatement. This Agreement constitutes an amendment shall become effective on the Closing Date and restatement of the Existing Credit Agreement and the Existing Guaranty Agreement and as such, except for the indebtedness and other than obligations provided for in the Existing Credit Agreement (which indebtedness and obligations shall survive, be renewed, extended and restated by the terms of this Agreement), supersede all terms and provisions of this Agreement supersede in their entirety the terms and provisions of the Existing Original Credit Agreement as of such date. From and after the Existing Guaranty Agreement in their entirety. This Agreement is not intended as and shall not be construed as a release or novation Closing Date, (a)(i) the commitments of any or all of the obligations and liabilities existing those Lenders under the Existing Original Credit Agreement, the Existing Guaranty Agreement and that are continuing as Lenders under this Agreement (the “Loan Documents” (Continuing Lenders”) shall be amended as defined in the Existing Credit Agreement). Any reference to “Existing Guaranty Agreement", “Guaranty Agreement” or the terms thereof in any of the Loan Documents shall automatically be deemed to be a reference to the applicable language in Article X hereof. Notwithstanding anything herein to the contrary, in no event shall the Liens securing the Existing Credit Agreement or the obligations thereunder be deemed affected hereby, it being the intent and agreement of the Credit Parties that, except as otherwise provided in the Loan Documents, the Liens set forth on the Collateral (as defined in the Existing Credit Agreement) granted to secure the obligations of the Credit Parties in connection with the Existing Credit Agreement and the other Loan Documents (as defined in the Existing Credit Agreement), shall not be extinguished and shall remain valid, binding and enforceable securing the obligations under the Existing Credit Agreement, as amended and restated hereby. Each of the Borrowers party Schedule 1 hereto that were not party to the Existing Credit Agreement hereby (a) acknowledges and agrees that (i) it is a Credit Party and a Loan Party for all purposes of the Loan Documents, including the Intercreditor Agreement, and (ii) the term commitments of those “BorrowerLenders” when used in under the Intercreditor Agreement in the context of Original Credit Agreement provisions includes such Borrower that are not continuing as Lenders under this Agreement (the context may require“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) agreesall 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, acknowledges and consents all fees accrued under the Original Credit Agreement through the Closing Date) on the Closing Date (and the Borrower shall pay to each Continuing Lender all amounts, if any, payable pursuant to Section 1.12 of the matters set forth in the Acknowledgment of and Consent and Agreement to Intercreditor and Collateral Agency Agreement attached to the Intercreditor Original Credit Agreement as if such Borrower were an original party thereto. Notwithstanding the foregoing, no Designated Borrower that is a Foreign Subsidiary is granting a security interest in its assets to secure any obligations under this Agreement or any other Loan Documents. Each lender party to the Existing Credit Agreement that is not a party this Agreement shall have outstanding Loans had been paid in full with the proceeds of the funding prepaid on the Closing Date); and (c) all outstanding “Loans” of the Continuing Lenders and all interests in outstanding “Letters of Credit” under the Original Credit Agreement shall remain outstanding as the initial Loans and Letters of Credit hereunder. The Continuing Lenders and New Lenders each agree to make such purchases and sales of interests in the Loans and L/C Obligations outstanding on the Closing Date between themselves so that each Continuing Lender and New Lender is then holding its relevant Percentage of outstanding Loans and risk participation interests in outstanding L/C Obligations based on their Commitments as in effect after giving effect hereto (such purchases and sales shall be arranged through the Administrative Agent and each Lender hereby agrees to execute such further instruments and documents, if any, as the Administrative Agent may reasonably request in connection therewith), with all subsequent extensions of credit under this Agreement (including, without limitation, participations in respect of all Swing Loans and Letters of Credit) to be made in accordance with the respective Commitments of the Lenders from time to time party to this Agreement as provided herein. All references made to the Original Credit Agreement in any Loan Document or in any other instrument or document shall, without more, be deemed to refer to this Agreement. This Agreement amends and restates the Original Credit Agreement and is not intended to be or operate as a novation or 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. GFA Brands, Inc. By /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Executive Vice President, Chief Financial Officer, Treasurer and Assistant Secretary Smart Balance, Inc. By /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Executive Vice President, Chief Financial Officer, Treasurer and Assistant Secretary Bank of Montreal, as L/C Issuer and as Administrative Agent By /s/ Xxx Xxxxxxxx Name Xxx Xxxxxxxx Title Director 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 By /s/ Xxxxxx Xxxx Name: Xxxxxx Xxxx Title: Vice President 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 By /s/ Xxxx Xxxxx Name: Xxxx Xxxxx Title: Vice President By /s/ Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Title: Vice President By /s/ Xxxxxx X. Xxxxxxxxx Name: Xxxxxx X. Xxxxxxxxx Title: Managing Director [Name of Lender] [Address] Attention: Reference is made to that certain Amended and Restated Credit Agreement, dated as of March 31, 2011, among GFA Brands, Inc., the Guarantors party thereto, the Lenders party thereto, and Bank of Montreal, as Administrative Agent (as extended, renewed, amended or restated from time to time, the “Credit Agreement”). Capitalized terms used herein and not defined herein have the meanings assigned to them in the Credit Agreement. [The Borrower has failed to pay its Reimbursement Obligation in the amount of $____________. Your Revolver Percentage of the unpaid Reimbursement Obligation is $_____________] or [__________________________ has been required to return a payment by the Borrower of a Reimbursement Obligation in the amount of $_______________. Your Revolver Percentage of the returned Reimbursement Obligation is $_______________.] as L/C Issuer By Name Title To: Bank of Montreal, as Administrative Agent for the 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 terms defined therein being used herein as therein defined, and hereby gives you notice irrevocably, pursuant to Section 1.6 of the Credit Agreement, of the Borrowing specified below: 1. The Business Day of the proposed Borrowing is ___________, ____. 2. The aggregate amount of the proposed Borrowing is $______________. 3. The Borrowing is being advanced under the [Revolving] [Term] Credit. 4. The Borrowing is to be comprised of $___________ of [Base Rate] [Eurodollar] Loans.

Amendment and Restatement. This Agreement constitutes an In order to facilitate this amendment and restatement and otherwise to effectuate the desires of the Existing Credit Agreement Borrower, the Administrative Agent, the L/C Issuers and the Existing Guaranty Agreement Lenders: (a) The Borrower, the Administrative Agent, the L/C Issuers and as suchthe Lenders hereby agree that, except for on the indebtedness and other than obligations provided for in the Existing Credit Agreement (which indebtedness and obligations shall surviveClosing Date, be renewed, extended and restated by the terms of this Agreement), all terms and provisions of this Agreement supersede in their entirety the terms and provisions of the Existing 2013 Multi-Year Credit Agreement shall be and hereby are amended and restated in their entirety by the terms, conditions and provisions of this Agreement, and the Existing Guaranty Agreement in their entirety. This Agreement is not intended as terms and shall not be construed as a release or novation of any or all provisions of the obligations and liabilities existing under the Existing 2013 Multi-Year Credit Agreement, except as otherwise expressly provided herein, shall be superseded by this Agreement. (b) Notwithstanding this amendment and restatement of the Existing Guaranty Agreement 2013 Multi-Year Credit Agreement, including anything in this Section 10.20, and the of any related “Loan Documents” (as such term is defined in the Existing Credit Agreement). Any reference to “Existing Guaranty Agreement", “Guaranty Agreement” or the terms thereof in any of the Loan Documents shall automatically be deemed to be a reference to the applicable language in Article X hereof. Notwithstanding anything herein to the contrary, in no event shall the Liens securing the Existing 2013 Multi-Year Credit Agreement and referred to herein, individually or collectively, as the obligations thereunder be deemed affected hereby, it being the intent and agreement of the Credit Parties that, except as otherwise provided in the “Prior Loan Documents”), the Liens on the Collateral (a) all Obligations (as defined in the Existing 2013 Multi-Year Credit Agreement) granted outstanding under the Existing 2013 Multi-Year Credit Agreement and other Prior Loan Documents (the “Existing Obligations”) shall continue as Obligations hereunder to secure the obligations extent not repaid on or before the Closing Date, (b) each of this Agreement and the Credit Parties 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 Credit Agreement and Obligations of the other Loan Documents (as defined in the Existing Credit Agreement), shall not be extinguished and shall remain valid, binding and enforceable securing the obligations Borrower under the Existing 2013 Multi-Year Credit Agreement, as amended Agreement or any other Prior Loan Document and restated hereby. Each (c) 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 Borrowers party hereto that were not party to the Existing 2013 Multi-Year Credit Agreement or of any of the other Prior Loan Documents or any obligations thereunder. (c) The parties hereby (a) acknowledges and agrees agree that (i) it is a Credit Party and a Loan Party for all purposes of on the Loan DocumentsClosing Date, including the Intercreditor Agreement, Commitments shall be as set forth in Schedule 2.01 and (ii) the term “Borrower” when used in transactions contemplated under this Section 10.20 shall not give rise to any obligation of the Intercreditor Agreement in Borrower to make any payment under Section 3.04 or 3.05 of the context of Existing 2013 Multi-Year Credit Agreement provisions includes (other than with respect to obligations to make such Borrower as the context may require, and (b) agrees, acknowledges and consents payments to the matters set forth in the Acknowledgment of and Consent and Agreement to Intercreditor and Collateral Agency Agreement attached to the Intercreditor Agreement as if such Borrower were an original party thereto. Notwithstanding the foregoing, no Designated Borrower that is a Foreign Subsidiary is granting a security interest in its assets to secure any obligations under this Agreement or any other Loan Documents. Each lender party to the Existing 2013 Multi-Year Credit Agreement that who is not also a party to this Agreement shall have been paid in full with the proceeds Agreement). [The remainder of the funding on the Closing Datethis page intentionally left blank.]

Amendment and Restatement. This Agreement constitutes an amendment and restatement It is intended by the parties hereto that (a) all obligations of the parties under the Existing Credit Agreement shall continue to exist under and the Existing Guaranty Agreement and as such, except for the indebtedness and other than obligations provided for in the Existing Credit Agreement (which indebtedness and obligations shall survive, be renewed, extended and restated evidenced by the terms of this Agreement), all terms and provisions of this Agreement supersede in their entirety the terms and provisions of the Existing Credit Agreement and the Existing Guaranty Agreement in their entirety. This Agreement is not intended other Loan Documents; and (b) except as and shall not be construed as a release expressly stated herein or novation of any or all of the obligations and liabilities existing under amended hereby, the Existing Credit Agreement, the Existing Guaranty Agreement and each Issuer Document are ratified and confirmed as remaining unmodified and in full force and effect with respect to all obligations thereunder; it being understood that it is the “Loan Documents” (as defined in the Existing Credit Agreement). Any reference to “Existing Guaranty Agreement", “Guaranty Agreement” or the terms thereof in any intent of the Loan Documents shall automatically be deemed to be parties hereto that this Agreement does not constitute a reference to the applicable language in Article X hereof. Notwithstanding anything herein to the contrarynovation of rights, in no event shall the Liens securing the Existing Credit Agreement or the obligations thereunder be deemed affected hereby, it being the intent and agreement liabilities of the Credit Parties that, except as otherwise provided in the Loan Documents, the Liens on the Collateral (as defined in the Existing Credit Agreement) granted to secure the obligations of the Credit Parties in connection with respective parties existing under the Existing Credit Agreement and such rights, obligations and liabilities shall continue and remain outstanding, and that this Agreement amends, restates and replaces in its entirety the Existing Credit Agreement. On the Restatement Signing Date, (i) the Guaranty and each Issuer Document that was in effect immediately prior to the Restatement Signing Date shall continue to be effective, (ii) unless the context otherwise requires, any reference to the Existing Credit Agreement contained in any Loan Document shall be deemed to refer to this Agreement and any reference to the Loans or Obligations shall be deemed to refer to the Loans and Obligations under this Agreement, (iii) the Administrative Agent shall make such reallocations, sales, assignments or other relevant actions in respect of each Lender’s credit exposure under the Existing Credit Agreement as are necessary in order for each Lender’s credit exposure and outstanding Loans hereunder to reflect such Lender’s Total Pro Rata Share thereof on the Restatement Signing Date and (iv) the Existing Loans, if any, of each Departing Lender shall be 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. Each Lender and Departing Lender hereby waives any right to prior notice of the termination or reduction of its “Commitments” under, or prepayment of its “Loans” under, the Existing Credit Agreement. Prior to the Restatement Signing Date, all Loan Documents (as defined in the Existing Credit Agreement), shall not be extinguished and ) shall remain valid, binding and enforceable securing the obligations under the Existing Credit Agreement, as amended and restated hereby. Each of the Borrowers party hereto that were not party to the Existing Credit Agreement hereby (a) acknowledges and agrees that (i) it is a Credit Party and a Loan Party for all purposes of the Loan Documents, including the Intercreditor Agreement, and (ii) the term “Borrower” when used in the Intercreditor Agreement in the context of Credit Agreement provisions includes such Borrower as the context may require, and (b) agrees, acknowledges and consents to the matters set forth in the Acknowledgment of and Consent and Agreement to Intercreditor and Collateral Agency Agreement attached to the Intercreditor Agreement as if such Borrower were an original party thereto. Notwithstanding the foregoing, no Designated Borrower that is a Foreign Subsidiary is granting a security interest in its assets to secure any obligations under this Agreement or any other Loan Documents. Each lender party to the Existing Credit Agreement that is not a party this Agreement shall have been paid in full force in effect in accordance with the proceeds of the funding on the Closing Datetheir existing terms.

Amendment and Restatement. This Agreement constitutes an amendment As of the Effective Date, the Commitments of certain Lenders under (and restatement of as defined in) the Existing Credit Agreement and shall be terminated by the Existing Guaranty Agreement Company (such Lenders, the “Departing Lenders”). The remaining Lenders under (and as such, except for the indebtedness and other than obligations provided for in defined in) the Existing Credit Agreement (which indebtedness shall be Banks under this Agreement with Commitments as set forth on the signature pages hereof. By its execution and obligations shall survive, be renewed, extended and restated by the terms delivery of this Agreement), all terms each Bank that was a Lender under (and provisions of this Agreement supersede in their entirety the terms and provisions of as defined in) the Existing Credit Agreement hereby consents to the execution and the Existing Guaranty Agreement in their entirety. This Agreement is not intended as and shall not be construed as a release or novation delivery of any or all of the obligations and liabilities existing under the Existing Credit Agreement, the Existing Guaranty this Agreement and the “Loan Documents” (as defined in the Existing Credit Agreement). Any reference to “Existing Guaranty Agreement", “Guaranty Agreement” or the terms thereof in any of the Loan Documents shall automatically be deemed to be a reference to the applicable language in Article X hereof. Notwithstanding anything herein to the contrary, in no event shall the Liens securing the Existing Credit Agreement or the obligations thereunder be deemed affected hereby, it being the intent non-pro rata reduction of Commitments (under and agreement of the Credit Parties that, except as otherwise provided in the Loan Documents, the Liens on the Collateral (as defined in the Existing Credit Agreement) granted to secure occurring on the obligations Effective Date as a result of the Credit Parties termination of the Commitments of the Departing Lenders, and the concurrent repayment in connection with full of all loans and other obligations owing (whether or not due) to the Departing Lenders. On the Effective Date, effective immediately following such termination and repayment, the Existing Credit Agreement shall be amended, restated and superseded in its FIFTH AMENDED AND RESTATED CREDIT AGREEMENT entirety by this Agreement. The parties hereto acknowledge and agree that (a) this Agreement and the other Loan Documents (as defined Documents, whether executed and delivered in the Existing Credit Agreement)connection herewith or otherwise, shall do not be extinguished constitute a novation, payment and shall remain validreborrowing, binding and enforceable securing or termination of the obligations of the Company and the other Borrowers under the Existing Credit AgreementAgreement as in effect prior to the Effective Date (except with respect to the Departing Lenders, except that the provisions of the Existing Credit Agreement that by their express terms survive the termination of the Existing Credit Agreement shall continue for the Departing Lenders) and (b) such obligations are in all respects continuing (as amended and restated hereby) with only the terms thereof being modified as provided in this Agreement. Each Without limiting the generality of the Borrowers party hereto that were not party foregoing, after giving effect to the Departing Lender Commitment terminations and repayments, (i) all “Loans” outstanding under (and as defined in) the Existing Credit Agreement hereby (a) acknowledges and agrees that (i) it is a Credit Party and a Loan Party for all purposes of shall on the Loan DocumentsEffective Date become Loans hereunder, including the Intercreditor Agreement, and (ii) the term all “BorrowerLetters of Credit” when used in the Intercreditor Agreement in the context of Credit Agreement provisions includes such Borrower under (and as the context may require, and (bdefined in) agrees, acknowledges and consents to the matters set forth in the Acknowledgment of and Consent and Agreement to Intercreditor and Collateral Agency Agreement attached to the Intercreditor Agreement as if such Borrower were an original party thereto. Notwithstanding the foregoing, no Designated Borrower that is a Foreign Subsidiary is granting a security interest in its assets to secure any obligations under this Agreement or any other Loan Documents. Each lender party to the Existing Credit Agreement that is not a party this shall on the Effective Date become Letters of Credit hereunder and (iii) all other obligations outstanding under the Existing Credit Agreement shall have been paid in full with the proceeds of the funding on the Closing DateEffective Date be obligations under this Agreement.

Amendment and Restatement. This Agreement constitutes an amendment shall become effective on the Closing Date and restatement of the Existing Credit Agreement and the Existing Guaranty Agreement and as such, except for the indebtedness and other than obligations provided for in the Existing Credit Agreement (which indebtedness and obligations shall survive, be renewed, extended and restated by the terms of this Agreement), supersede all terms and provisions of this Agreement supersede in their entirety the terms and provisions of the Existing Credit Agreement as of such date. From and after the Existing Guaranty Agreement in their entirety. This Agreement is not intended as and shall not be construed as a release or novation Closing Date, (a)(i) the commitments of any or all of the obligations and liabilities existing those Lenders under the Existing Credit Agreement, the Existing Guaranty Agreement and that are continuing as Lenders under this Agreement (the “Loan DocumentsContinuing Lenders”) shall be amended as set forth on Schedule 1 hereto and (ii) the commitments of those “Lenders” (as defined in under the Existing Credit Agreement). Any reference to Agreement that are not continuing as Lenders under this Agreement (the “Existing Guaranty Agreement", “Guaranty Agreement” or the terms thereof in any of the Loan Documents 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 Existing Credit Agreement immediately prior to the Closing Date (the “New Lenders”); (b) all outstanding “Loans” of the Non-Continuing Lenders shall be repaid in full (together with all interest accrued thereon and amounts payable pursuant to Section 1.13 of the Existing Credit Agreement in connection with such payment, and all fees accrued under the Existing Credit Agreement through the Closing Date) on the Closing Date (and the Borrower and Canadian Borrowers, as applicable, shall pay to each Continuing Lender all amounts, if any, payable pursuant to Section 1.13 of the Existing Credit Agreement as if the outstanding Loans had been prepaid on the Closing Date); and (c) all outstanding “Loans” of the Continuing Lenders and all interests in outstanding “Letters of Credit” and “Canadian Letters of Credit” under the Existing Credit Agreement shall remain outstanding as the initial Loans, Letters of Credit and Canadian Letters of Credit hereunder. The Continuing Lenders and New Lenders each agree to make such purchases and sales of interests in the Loans, L/C Obligations and Canadian L/C Obligations outstanding on the Closing Date between themselves so that each Continuing Lender and New Lender is then holding its relevant Percentage of outstanding Loans and risk participation interests in outstanding L/C Obligations and Canadian L/C Obligations based on their Commitments as in effect after giving effect hereto (such purchases and sales shall be arranged through the Administrative Agent and each Lender hereby agrees to execute such further instruments and documents, if any, as the Administrative Agent may reasonably request in connection therewith), with all subsequent extensions of credit under this Agreement (including, without limitation, participations in respect of all Swing Loans, Letters of Credit and Canadian Letters of Credit) to be made in accordance with the respective Commitments of the Lenders from time to time party to this Agreement as provided herein. All references made to the Existing Credit Agreement in any Loan Document or in any other instrument or document shall, without more, be deemed to refer to this Agreement. This Agreement amends and restates the Existing Credit Agreement and is not intended to be or operate as a reference to the applicable language in Article X hereof. Notwithstanding anything herein to the contrary, in no event shall the Liens securing novation or an accord and satisfaction of the Existing Credit Agreement or the indebtedness, obligations thereunder be deemed affected herebyand liabilities of the Borrower, it the Canadian Borrowers or any Guarantor evidenced or provided for thereunder. This Agreement is entered into between us for the uses and purposes hereinabove set forth as of the date first above written. Student Transportation of America, Inc., as Borrower and Guarantor By /s/ Xxxxx Xxxxxxxxx Name Xxxxx Xxxxxxxxx Title Chief Executive Officer Student Transportation of Canada Inc., as Canadian Borrower By /s/ Xxxxx Xxxxxxxxx Name Xxxxx Xxxxxxxxx Title Chief Executive Officer Parkview Transit Inc., as Canadian Borrower By /s/ Xxxxx Xxxxxxxxx Name Xxxxx Xxxxxxxxx Title Chief Executive Officer Student Transportation of America Holdings, Inc., as Guarantor Student Transportation of America ULC, as Guarantor Santa Xxxxxxx Transportation Corporation, as Guarantor STA of Connecticut, Inc., as Guarantor Goffstown Truck Center, Inc., as Guarantor Xxxx Bus Company, as Guarantor STA of Pennsylvania, Inc., as Guarantor Xxxxx Bus Service, Inc., as Guarantor Student Transportation of Vermont, Inc., as Guarantor STA of New York, Inc., as Guarantor Ledgemere Transportation, Inc., as Guarantor Positive Connections, Inc., as a Guarantor Altoona Student Transportation, Inc., as Guarantor Mid-City Transit Corporation, as Guarantor Middletown Transit Corp., as Guarantor Student Transportation of Florida, Inc., as Guarantor Jordan Transportation, Inc., as Guarantor Jordan Bus Service, Inc., as Guarantor Grand Island Transit Corporation, as Guarantor Ridge Road Express, Inc., as Guarantor Scholastic Transportation Management Services, Inc., as Guarantor By /s/ Xxxxx Xxxxxxxxx Name Xxxxx Xxxxxxxxx Title Chief Executive Officer Xxxxxx X.X., as L/C Issuer and as Administrative Agent By /s/ Xxxxxxx X. Xxxxxxx Name: Xxxxxxx X. Xxxxxxx Title: Senior Vice President BMO Xxxxxx Financing, Inc., as a U.S. Lender By /s/ Xxxxxxx X. Xxxxxxx Name: Xxxxxxx X. Xxxxxxx Title: Senior Vice President CIBC Inc., as a U.S. Lender By /s/ Xxxx Xxxxx Name Xxxx Xxxxx Title Executive Director By /s/ Xxxxxxx X. Xxxxxxxx Name Xxxxxxx X. Xxxxxxxx Title Executive Director Bank of Montreal, as a Canadian Lender and Canadian L/C Issuer By /s/ Xxxxxxx X. Xxxxxxx Name: Xxxxxxx X. Xxxxxxx Title: Senior Vice President Canadian Imperial Bank of Commerce, as a Canadian Lender By /s/ Xxxxx Xxxxxx Name Xxxxx Xxxxxx Title Director By /s/ Xxxxx Xxxxxxxxx Name Xxxxx Xxxxxxxxx Title Managing Director Scotiabanc Inc., as a U.S. Lender By /s/ X.X. Xxxx Name X.X. Xxxx Title Managing Director The Bank of Nova Scotia, as a Canadian Lender By /s/ Xxxxxxx X. Xxxxx Name Xxxxxxx X. Xxxxx Title Director By /s/ Xxxxxx Xxxxx Name Xxxxxx Xxxxx Title Director Xxxxxxx Xxxxx Bank, FSB, as a U.S. Lender By /s/ Xxxxx Xxxxxxx Name Xxxxx Xxxxxxx Title Vice President Siemens Financial Services, Inc. By /s/ Xxxxxxx Xxxxx Name Xxxxxxx Xxxxx Title Managing Director By /s/ Xxxxxx Xxxxxxxxx Name Xxxxxx Xxxxxxxxx Title Vice President, Lending Operations [Name of Lender] [Address] Attention: Reference is made to the Third Amended and Restated Credit Agreement, dated as of February 4, 2011, among Student Transportation of America, Inc., Student Transportation of Canada Inc., Parkview Transit, Inc., the Guarantors party thereto, the Lenders party thereto, and Xxxxxx X.X., as Administrative Agent (the “Credit Agreement”). Capitalized terms used herein and not defined herein have the meanings assigned to them in the Credit Agreement. [The [Canadian] Borrower has failed to pay its [Canadian] Reimbursement Obligation in the amount of $___________. Your [Canadian] Revolver Percentage of the unpaid [Canadian] Reimbursement Obligation is $_____________] or [__________________________ has been required to return a payment by the [Canadian] Borrower of a [Canadian] Reimbursement Obligation in the amount of $______________. Your [Canadian] Revolver Percentage of the returned [Canadian] Reimbursement Obligation is $______________.] Very truly yours, as [Canadian] L/C Issuer By Name Title Date: , ____ To: Xxxxxx X.X., as Administrative Agent for the Lenders parties to the Third Amended and Restated Credit Agreement dated as of February 4, 2011 (as extended, renewed, amended or restated from time to time, the “Credit Agreement”), among Student Transportation of America, Inc., Student Transportation of Canada Inc., Parkview Transit, Inc., the Guarantors party thereto, certain Lenders which are signatories thereto, and Xxxxxx X.X., as Administrative Agent Ladies and Gentlemen: The undersigned, Student Transportation of America, Inc. (the “Borrower”), refers to the Credit Agreement, the terms defined therein being the intent used herein as therein defined, and agreement hereby gives you notice irrevocably, pursuant to Section 1.7 of the Credit Parties thatAgreement, except as otherwise provided in the Loan Documents, the Liens on the Collateral (as defined in the Existing Credit Agreement) granted to secure the obligations of the Credit Parties in connection with the Existing Credit Agreement and the other Loan Documents (as defined in the Existing Credit Agreement), shall not be extinguished and shall remain valid, binding and enforceable securing the obligations under the Existing Credit Agreement, as amended and restated hereby. Each of the Borrowers party hereto that were not party to the Existing Credit Agreement hereby (a) acknowledges and agrees that (i) it is a Credit Party and a Loan Party for all purposes of the Loan Documents, including the Intercreditor Agreement, and (ii) the term “Borrower” when used in the Intercreditor Agreement in the context of Credit Agreement provisions includes such Borrower as the context may require, and (b) agrees, acknowledges and consents to the matters set forth in the Acknowledgment of and Consent and Agreement to Intercreditor and Collateral Agency Agreement attached to the Intercreditor Agreement as if such Borrower were an original party thereto. Notwithstanding the foregoing, no Designated Borrower that is a Foreign Subsidiary is granting a security interest in its assets to secure any obligations under this Agreement or any other Loan Documents. Each lender party to the Existing Credit Agreement that is not a party this Agreement shall have been paid in full with the proceeds of the funding on the Closing Date.Borrowing specified below:

Amendment and Restatement. This On the Sixth Amended and Restated Effective Date, the Original Credit Agreement constitutes an (as previously amended, restated or otherwise modified including in connection with the Fifth Amended and Restated Credit Agreement) shall be amended, restated and superseded in its entirety. The parties hereto acknowledge and agree that (i) this Agreement, any Notes delivered pursuant hereto and the other Loan Documents executed and delivered in connection herewith do not constitute a novation, payment and reborrowing, or termination of the "Obligations" (as defined in the Original Credit Agreement (as previously amended, restated or otherwise modified including in connection with the Fifth Amended and Restated Credit Agreement)) under the Original Credit Agreement (as previously amended, restated or otherwise modified including in connection with the Fifth Amended and Restated Credit Agreement) as in effect prior to the Sixth Amended and Restated Effective Date; (ii) such "Obligations" are in all respects continuing with only the terms thereof being modified as provided in this Agreement; (iii) the Liens as granted under the Collateral Documents securing payment of such "Obligations" are in all respects continuing and in full force and effect and secure the payment of the Obligations (as defined in this Agreement) and are hereby fully ratified and affirmed; and (iv) upon the effectiveness of this Agreement all loans and letters of credit outstanding under the Original Credit Agreement (as previously amended, restated or otherwise modified including in connection with the Fifth Amended and Restated Credit Agreement) immediately before the effectiveness of this Agreement will be part of the Loans and Letters of Credit hereunder on the terms and conditions set forth in this Agreement. Without limitation of the foregoing, Borrower hereby fully and unconditionally ratifies and affirms all Collateral Documents and agrees that all collateral granted thereunder shall from and after the Sixth Amended and Restated Effective Date secure all Obligations hereunder. Notwithstanding the modifications effected by this Agreement of the representations, warranties and covenants of the Loan Parties contained in the Original Credit Agreement (as previously amended, restated or otherwise modified including in connection with the Fifth Amended and Restated Credit Agreement), Borrower acknowledges and agrees that any causes of action or other rights created in favor of any Lender and its successors arising out of the representations and warranties of any Credit Party contained in or delivered (including representations and warranties delivered in connection with the making of the loans or other extensions of credit thereunder) in connection with the Original Credit Agreement (as previously amended, restated or otherwise modified including in connection with the Fifth Amended and Restated Credit Agreement) or any other Loan Document executed in connection therewith shall survive the execution and delivery of this Agreement, provided, further, that the Obligations under the other Loan Documents shall also continue in full force and effect including, without limitation, the Obligations of each Credit Party pursuant to the Collateral Documents. All indemnification obligations of each Credit Party pursuant to the Original Credit Agreement (as previously amended, restated or otherwise modified including in connection with the Fifth Amended and Restated Credit Agreement) (including any arising from a breach of the representations thereunder) shall survive the amendment and restatement of the Existing Credit Agreement and the Existing Guaranty Agreement and as such, except for the indebtedness and other than obligations provided for in the Existing Original Credit Agreement (which indebtedness and obligations shall surviveas previously amended, be renewed, extended and restated by the terms of this Agreement), all terms and provisions of this Agreement supersede in their entirety the terms and provisions of the Existing Credit Agreement and the Existing Guaranty Agreement in their entirety. This Agreement is not intended as and shall not be construed as a release or novation of any or all of the obligations and liabilities existing under the Existing Credit Agreement, the Existing Guaranty Agreement and the “Loan Documents” (as defined in the Existing Credit Agreement). Any reference to “Existing Guaranty Agreement", “Guaranty Agreement” or the terms thereof in any of the Loan Documents shall automatically be deemed to be a reference to the applicable language in Article X hereof. Notwithstanding anything herein to the contrary, in no event shall the Liens securing the Existing Credit Agreement or the obligations thereunder be deemed affected hereby, it being the intent and agreement of the Credit Parties that, except as otherwise provided in the Loan Documents, the Liens on the Collateral (as defined in the Existing Credit Agreement) granted to secure the obligations of the Credit Parties modified including in connection with the Existing Credit Agreement Fifth Amended and the other Loan Documents (as defined in the Existing Restated Credit Agreement), shall not be extinguished and shall remain valid, binding and enforceable securing the obligations under the Existing Credit ) pursuant to this Agreement, as amended and restated hereby. Each of the Borrowers party hereto that were not party to the Existing Credit Agreement hereby (a) acknowledges and agrees that (i) it is a Credit Party and a Loan Party for all purposes of the Loan Documents, including the Intercreditor Agreement, and (ii) the term “Borrower” when used in the Intercreditor Agreement in the context of Credit Agreement provisions includes such Borrower as the context may require, and (b) agrees, acknowledges and consents to the matters set forth in the Acknowledgment of and Consent and Agreement to Intercreditor and Collateral Agency Agreement attached to the Intercreditor Agreement as if such Borrower were an original party thereto. Notwithstanding the foregoing, no Designated Borrower that is a Foreign Subsidiary is granting a security interest in its assets to secure any obligations under this Agreement or any other Loan Documents. Each lender party to the Existing Credit Agreement that is not a party this Agreement shall have been paid in full with the proceeds of the funding on the Closing Date.

Amendment and Restatement. This Agreement constitutes an amendment shall become effective on the Effective Date and restatement of the Existing Credit Agreement and the Existing Guaranty Agreement and as such, except for the indebtedness and other than obligations provided for in the Existing Credit Agreement (which indebtedness and obligations shall survive, be renewed, extended and restated by the terms of this Agreement), supersede all terms and provisions of this Agreement supersede in their entirety the terms and provisions of the Existing Credit Agreement as of such date. From and after the Existing Guaranty Agreement in their entirety. This Agreement is not intended as and shall not be construed as a release or novation Effective Date, (a)(i) the commitments of any or all of the obligations and liabilities existing those Lenders under the Existing Credit Agreement, the Existing Guaranty Agreement and that are continuing as Lenders under this Agreement (the “Loan DocumentsContinuing Lenders”) shall be amended as set forth on Schedule 1 hereto and (ii) the commitments of those “Lenders” (as defined in under the Existing Credit Agreement). Any reference to Agreement that are not continuing as Lenders under this Agreement (the “Existing Guaranty Agreement", “Guaranty Agreement” or the terms thereof in any of the Loan Documents 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 Existing Credit Agreement immediately prior to the Effective Date (the “New Lenders”); (b) all outstanding “Revolving Loans” of the Non-Continuing Lenders shall be repaid in full (together with all interest accrued thereon and amounts payable pursuant to Section 1.12 hereof of the Existing Credit Agreement in connection with such payment, and all fees accrued under the Existing Credit Agreement through the Effective Date) on the Effective Date (and the Borrower shall pay to each Continuing Lender all amounts, if any, payable pursuant to Section 1.12 hereof of the Existing Credit Agreement as if the outstanding Revolving Loans had been prepaid on the Effective Date); and (c) all outstanding “Revolving Loans” of the Continuing Lenders and all interests in outstanding “Letters of Credit” under the Existing Credit Agreement shall remain outstanding as the initial Revolving Loans and Letters of Credit hereunder. The Continuing Lenders and New Lenders each agree to make such purchases and sales of interests in the Revolving Loans and L/C Obligations outstanding on the Effective Date between themselves so that each Continuing Lender and New Lender is then holding its relevant Revolver Percentage of outstanding Revolving Loans and risk participation interests in outstanding L/C Obligations based on their Revolving Credit Commitments as in effect after giving effect hereto (such purchases and sales shall be arranged through the Administrative Agent and each Lender hereby agrees to execute such further instruments and documents, if any, as the Administrative Agent may reasonably request in connection therewith), with all subsequent extensions of credit under this Agreement (including, without limitation, participations in respect of all Swing Loans and Letters of Credit) to be made in accordance with the respective Revolving Credit Commitments of the Lenders from time to time party to this Agreement as provided herein. All references made to the Existing Credit Agreement in any Credit Document or in any other instrument or document shall, without more, be deemed to refer to this Agreement. This Agreement amends and restates the Existing Credit Agreement and is not intended to be or operate as a reference to the applicable language in Article X hereof. Notwithstanding anything herein to the contrary, in no event shall the Liens securing novation or an accord and satisfaction of the Existing Credit Agreement or the indebtedness, obligations thereunder be deemed affected hereby, it being the intent and agreement liabilities of the Credit Parties thatBorrower, except as otherwise provided in the Loan Documents, the Liens on the Collateral (as defined in the Existing Credit Agreement) granted to secure the obligations of the Credit Parties in connection with the Existing Credit Agreement and the other Loan Documents (as defined in the Existing Credit Agreement), shall not be extinguished and shall remain valid, binding and enforceable securing the obligations under the Existing Credit Agreement, as amended and restated hereby. Each of the Borrowers party hereto that were not party to the Existing Credit Agreement hereby (a) acknowledges and agrees that (i) it is a Credit Party and a Loan Party for all purposes of the Loan Documents, including the Intercreditor Agreement, and (ii) the term “Borrower” when used in the Intercreditor Agreement in the context of Credit Agreement provisions includes such Borrower as the context may require, and (b) agrees, acknowledges and consents to the matters set forth in the Acknowledgment of and Consent and Agreement to Intercreditor and Collateral Agency Agreement attached to the Intercreditor Agreement as if such Borrower were an original party thereto. Notwithstanding the foregoing, no Designated Borrower that is a Foreign Subsidiary is granting a security interest in its assets to secure any obligations under this Agreement or any other Loan Documents. Each lender party to the Existing Credit Agreement that is not a party this Agreement shall have been paid in full with the proceeds of the funding on the Closing DateGuarantor evidenced or provided for thereunder.

Amendment and Restatement. This The undersigned Lenders, to the extent a party to the Existing Revolving Credit Agreement constitutes an (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 Guaranty Agreement and as such, except for Lenders shall make adjustments to (i) the indebtedness and other than obligations provided for in the Existing Credit Agreement (which indebtedness and obligations shall survive, be renewed, extended and restated by the terms outstanding principal amount of this Agreement), all terms and provisions of this Agreement supersede in their entirety the terms and provisions of the Existing Credit Agreement and the Existing Guaranty Agreement in their entirety. This Agreement is not intended as and shall not be construed as a release or novation of any or all of the obligations and liabilities existing under the Existing Credit Agreement, the Existing Guaranty Agreement and the “Loan DocumentsRevolving Loans” (as defined in the Existing Revolving Credit Agreement, but not any interest accrued thereon prior to the Effective Date or any accrued facility fees under the Existing Revolving Credit Agreement prior to the Effective Date). Any reference , including the borrowing of such additional “Revolving Loans” (which may include “Eurodollar Loans”, as defined in the Existing Revolving Credit Agreement) and the repayment of “Revolving Loans” (which may include the prepayment or conversion of “Eurodollar Loans”) plus all applicable accrued interest, fees and expenses as shall be necessary to “Existing Guaranty Agreement"provide for Revolving Loans by each Lender in the amount of its new Applicable Percentage of all Revolving Loans as of the Effective Date, “Guaranty Agreement” or the terms thereof and (ii) participations in any outstanding “Letters of the Loan Documents shall automatically be deemed to be a reference to the applicable language in Article X hereof. Notwithstanding anything herein to the contrary, in no event shall the Liens securing the Existing Credit Agreement or the obligations thereunder be deemed affected hereby, it being the intent and agreement of the Credit Parties that, except as otherwise provided in the Loan Documents, the Liens on the Collateral Credit” (as defined in the Existing Revolving Credit Agreement) granted issued under the Existing Revolving Credit Agreement (the “Existing Letters of Credit”) to secure the obligations 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 Parties in as of the Effective Date. In connection with the foregoing (i) each Existing Credit Agreement Lender shall be deemed to have made an assignment of its outstanding Revolving Loans and the other Loan Documents “Commitments” (as defined in the Existing Revolving Credit Agreement), shall not be extinguished and shall remain valid, binding and enforceable securing the obligations ) under the Existing Revolving Credit Agreement, as amended and restated hereby. Each assumed outstanding Revolving Loans and Commitments of other Existing Lenders under the Existing Revolving Credit Agreement, all at the request of the Borrowers party hereto that were not party Borrower, as may be necessary to effect the foregoing, and each Existing Credit Agreement Lender hereby (a) acknowledges and agrees that (i) it is a Credit Party and a Loan Party for all purposes of the Loan Documents, including the Intercreditor Agreementwaives any right to any reimbursement under Section 2.21 hereof with respect thereto, and (ii) the term “Borrower” when used in the Intercreditor Agreement in the context each Existing Letter of Credit Agreement provisions includes such Borrower shall be deemed to be a Letter of Credit issued hereunder as of the context may require, and (b) agrees, acknowledges and consents to the matters set forth in the Acknowledgment of and Consent and Agreement to Intercreditor and Collateral Agency Agreement attached to the Intercreditor Agreement as if such Borrower were an original party thereto. Notwithstanding the foregoing, no Designated Borrower that is a Foreign Subsidiary is granting a security interest in its assets to secure any obligations under this Agreement or any other Loan DocumentsEffective Date for all purposes hereof. Each lender party to of the undersigned Existing Lenders, waives any requirement under the Existing Revolving Credit Agreement that is not a party notice with respect to any such borrowing, prepayment or other transaction described in this Agreement shall have been paid in full with the proceeds of the funding on the Closing DateSection 10.15 be given.

Amendment and Restatement. This Agreement constitutes an amendment shall fully amend and restatement of restate the Existing Credit Agreement and Agreement. The Lenders’ interests with respect to the Existing Guaranty Agreement Loan proceeds outstanding under (and as such, except for the indebtedness and other than obligations provided for in the Existing Credit Agreement (which indebtedness and obligations shall survive, be renewed, extended and restated by the terms of this Agreement), all terms and provisions of this Agreement supersede in their entirety the terms and provisions of the Existing Credit Agreement and the Existing Guaranty Agreement in their entirety. This Agreement is not intended as and shall not be construed as a release or novation of any or all of the obligations and liabilities existing under defined in) the Existing Credit Agreement, shall be reallocated on the Existing Guaranty Agreement and the “Loan Documents” (as defined Effective Date in accordance with each Lender’s Commitments. The principal amount outstanding under the Existing Credit Agreement). Any reference to “Existing Guaranty Agreement", “Guaranty Agreement” or the terms thereof in any Agreement as of the Loan Documents date hereof shall automatically be deemed to be a reference to the applicable language in Article X hereof. Notwithstanding anything herein to the contrary, in no event shall the Liens securing the Existing Credit Agreement or the obligations thereunder be deemed affected hereby, it being the intent Loan proceeds disbursed hereunder and agreement of the Credit Parties that, except as otherwise provided in the Loan Documents, the Liens on the Collateral (as defined in the Existing Credit Agreement) granted to secure the obligations of the Credit Parties in connection with the Existing Credit Agreement and the other Loan Documents (as defined in the Existing Credit Agreement), shall not be extinguished and shall remain valid, binding and enforceable securing the obligations under the Existing Credit AgreementNotes, as amended and restated herebywith each Lender having funded a portion of such Loan proceeds in an amount equal to its respective Pro Rata Share thereof; such initial outstanding advances hereunder are set forth on Schedule 1.4 attached hereto. Each On the Effective Date, (A) the loan commitment of the Borrowers party hereto each Lender that were not is a party to the Existing Credit Agreement hereby (a) acknowledges and agrees that (i) it is but not a Credit Party and a Loan Party for all purposes of the Loan Documents, including the Intercreditor Agreement, and (ii) the term “Borrower” when used in the Intercreditor Agreement in the context of Credit Agreement provisions includes such Borrower as the context may require, and (b) agrees, acknowledges and consents party to the matters set forth in the Acknowledgment of and Consent and Agreement to Intercreditor and Collateral Agency Agreement attached to the Intercreditor Agreement as if such Borrower were an original party thereto. Notwithstanding the foregoing, no Designated Borrower that is a Foreign Subsidiary is granting a security interest in its assets to secure any obligations under this Agreement or any other Loan Documents. Each lender party (an “Exiting Lender”) shall be terminated, all outstanding obligations owing to such Exiting Lenders under the Existing Credit Agreement on the Effective Date shall be paid in full, and each Exiting Lender shall cease to be a Lender under this Agreement; provided, however, that, notwithstanding anything else provided herein or otherwise, any rights of an Exiting Lender under the Loan Documents that is not a party are intended by their express terms to survive termination of the Commitments and/or the repayment, satisfaction or discharge of obligations under any Loan Document shall survive for such Exiting Lender hereunder, and (B) each Person listed on Schedule 1.1(a) attached to this Agreement shall have been paid in full be a Lender under this Agreement with the proceeds of the funding Commitments set forth opposite its name on the Closing Datesuch Schedule 1.1(a).

Amendment and Restatement. This The parties hereto have agreed that this Agreement constitutes is an amendment and restatement of the Existing Credit Agreement in its entirety, and the Existing Guaranty execution of this Agreement does not indicate a payment, satisfaction, novation, or discharge thereof. All security and as such, except support for the indebtedness and other than obligations provided for in under the Existing Credit Agreement (which indebtedness continues to secure and obligations shall survivesupport the Obligations hereunder. The outstanding commitments under the Existing Credit Agreement have been assigned, be renewed, extended extended, modified, and restated by rearranged as Commitments under and pursuant to 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, all terms the Lenders, and provisions the Borrower, and each Exiting Lender (by receipt of this Agreement supersede the payment in their entirety full of the terms Loans as defined in, and provisions of 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 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 Lenders’ commitments under the Existing Guaranty Credit Agreement in their entiretyto under this Agreement. This The Borrower and each Lender party hereto that was a “Lender” under the Existing Credit Agreement hereby agrees and this Section 9.24 and any exiting agreement executed by an Exiting Lender that is not intended acceptable to the Administrative Agent shall be deemed approved assignment forms as and shall not be construed as a release or novation of any or all of the obligations and liabilities existing required under the Existing Credit Agreement, the Existing Guaranty Agreement and the “Loan Documents” (as defined in the Existing Credit Agreement). Any reference to “Existing Guaranty Agreement", “Guaranty Agreement” or the terms thereof in any of the Loan Documents shall automatically be deemed to be a reference to the applicable language in Article X hereof. Notwithstanding anything herein to the contrary, in no event shall the Liens securing the Existing Credit Agreement or the obligations thereunder be deemed affected hereby, it being the intent and agreement of the Credit Parties that, except as otherwise provided in the Loan Documents, the Liens on the Collateral (as defined in the Existing Credit Agreement) granted to secure the obligations of the Credit Parties in connection with the Existing Credit Agreement and the other Loan Documents (as defined in the Existing Credit Agreement), shall not be extinguished and shall remain valid, binding and enforceable securing the obligations under the Existing Credit Agreement, as amended and restated hereby. Each of the Borrowers party hereto that were not party to the Existing Credit Agreement hereby (a) acknowledges and agrees that (i) it is a Credit Party and a Loan Party for all purposes of the Loan Documents, including the Intercreditor Agreement, and (ii) the term “Borrower” when used in the Intercreditor Agreement in the context of Credit Agreement provisions includes such Borrower as the context may require, and (b) agrees, acknowledges and consents to the matters set forth in the Acknowledgment of and Consent and Agreement to Intercreditor and Collateral Agency Agreement attached to the Intercreditor Agreement as if such Borrower were an original party thereto. Notwithstanding the foregoing, no Designated Borrower that is a Foreign Subsidiary is granting a security interest in its assets to secure any obligations under this Agreement or any other Loan Documents. Each lender party to the Existing Credit Agreement that is not a party this Agreement shall have been paid in full with the proceeds of the funding on the Closing Date.

Amendment and Restatement. This Agreement constitutes an amendment and restatement of (a) On the Closing Date, the Existing Credit Agreement shall be amended, restated and superseded in its entirety by this Agreement. The parties hereto acknowledge and agree that (i) this Agreement, any Notes delivered pursuant hereto and the Existing Guaranty Agreement other Loan Documents executed and as suchdelivered in connection herewith do not constitute a novation, except for the indebtedness payment and other than obligations provided for in the Existing Credit Agreement (which indebtedness and obligations shall survivereborrowing, be renewed, extended and restated by the terms of this Agreement), all terms and provisions of this Agreement supersede in their entirety the terms and provisions or termination of the Existing Credit Agreement and the Existing Guaranty Agreement in their entirety. This Agreement is not intended as and shall not be construed as a release or novation of any or all of the obligations and liabilities existing under the Existing Credit Agreement, the Existing Guaranty Agreement and the “Loan DocumentsObligations” (as defined in the Existing Credit Agreement). Any reference ) under the Existing Credit Agreement as in effect immediately prior to the Closing Date and (ii) such “Existing Guaranty Agreement", “Guaranty AgreementObligations” or are in all respects continuing with only the terms thereof being modified as provided in any this Agreement and the other Loan Documents. Without limiting the foregoing, The parties acknowledge and agree that notwithstanding the amendment and restatement of the Loan Documents shall automatically be deemed to be a reference Existing Credit Agreement hereby, (i) all “Loans” and “Letters of Credit” outstanding under the Existing Credit Agreement immediately prior to the effectiveness hereof shall, upon such effectiveness, remain outstanding as Loans (with no change in the Interest Periods applicable language in Article X hereof. Notwithstanding anything herein thereto) and Letters of Credit hereunder and (ii) accrued and unpaid interest and commitment fees which have arisen pursuant to the contrary, in no event Existing Credit Agreement shall be paid by the Liens securing Applicable Credit Party at the time payment thereof was provided for under the Existing Credit Agreement. (b) The Lender hereby acknowledges and agrees that any Event of Default under the Existing Credit Agreement or the obligations thereunder be deemed affected hereby, it being the intent and agreement of the Credit Parties that, except as otherwise provided in the any other Loan Documents, the Liens on the Collateral Document (as defined in the Existing Credit Agreement) granted to secure the obligations of the Credit Parties in connection with the Existing Credit Agreement and the other Loan Documents (as defined in under the Existing Credit Agreement), including each such Event of Default referenced in Parent’s letter to the Lender dated January 21, 2016, is hereby waived and that no such Event of Default shall not be extinguished and shall remain validsurvive the execution of this Agreement; provided, binding and enforceable securing however, that to the obligations extent any event or circumstance constitutes an Event of Default under the Existing Credit Agreement, as amended and restated hereby. Each terms of the Borrowers party hereto that were not party to the Existing Credit Agreement hereby (a) acknowledges and agrees that (i) it is a Credit Party and a Loan Party for all purposes of the Loan Documents, including the Intercreditor Agreement, and (ii) the term “Borrower” when used in the Intercreditor Agreement in the context of Credit Agreement provisions includes such Borrower as the context may require, and (b) agrees, acknowledges and consents to the matters set forth in the Acknowledgment of and Consent and Agreement to Intercreditor and Collateral Agency Agreement attached to the Intercreditor Agreement as if such Borrower were an original party thereto. Notwithstanding the foregoing, no Designated Borrower that is a Foreign Subsidiary is granting a security interest in its assets to secure any obligations under this Agreement or any other Loan DocumentsDocument, no right or remedy of the Lender with respect thereto under and pursuant to the terms of this Agreement or any other Loan Document is hereby waived. Each lender party The Borrowers are relying upon such understanding and such understanding is consideration for entering into this Agreement. (c) All indemnification obligations of the Borrowers pursuant to the Existing Credit Agreement that is not (including any arising from a party this Agreement shall have been paid in full with the proceeds breach of the funding on representations thereunder) shall survive the Closing Dateamendment and restatement of the Existing Credit Agreement pursuant to this Agreement.

Amendment and Restatement. This Agreement constitutes an amendment shall become effective on the Effective Date and restatement of the Existing Credit Agreement and the Existing Guaranty Agreement and as such, except for the indebtedness and other than obligations provided for in the Existing Credit Agreement (which indebtedness and obligations shall survive, be renewed, extended and restated by the terms of this Agreement), supersede all terms and provisions of this Agreement supersede in their entirety the terms and provisions of the Existing Original Credit Agreement as of such date. From and after the Existing Guaranty Effective Date, (a)(i) the commitments of those Lenders under the Original Credit Agreement that are continuing as Lenders under this Agreement (the “Continuing Lenders”) shall be amended as set forth in their entirety. This Lender Addendum delivered pursuant to this Agreement is not intended as and shall not be construed as a release or novation of any or all of the obligations and liabilities existing under the Existing Credit Agreement, the Existing Guaranty Agreement and the “Loan Documents” (as defined in the Existing Credit Agreement). Any reference to “Existing Guaranty Agreement", “Guaranty Agreement” or the terms thereof in any of the Loan Documents shall automatically be deemed to be a reference to the applicable language in Article X hereof. Notwithstanding anything herein to the contrary, in no event shall the Liens securing the Existing Credit Agreement or the obligations thereunder be deemed affected hereby, it being the intent and agreement of the Credit Parties that, except as otherwise provided in the Loan Documents, the Liens on the Collateral (as defined in the Existing Credit Agreement) granted to secure the obligations of the Credit Parties in connection with the Existing Credit Agreement and the other Loan Documents (as defined in the Existing Credit Agreement), shall not be extinguished and shall remain valid, binding and enforceable securing the obligations under the Existing Credit Agreement, as amended and restated hereby. Each of the Borrowers party hereto that were not party to the Existing Credit Agreement hereby (a) acknowledges and agrees that (i) it is a Credit Party and a Loan Party for all purposes of the Loan Documents, including the Intercreditor Agreement, and (ii) the term commitments of those “BorrowerLenders” when used in under the Intercreditor Agreement in the context of Original Credit Agreement provisions includes such Borrower that are not continuing as Lenders under this Agreement (the context may require“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 Effective Date (the “New Lenders”); (b) agreesall outstanding “Loans” of the Non-Continuing Lenders shall be repaid in full (together with all interest accrued thereon and amounts payable pursuant to Section 2.13 of the Original Credit Agreement in connection with such payment, acknowledges and consents all fees accrued under the Original Credit Agreement through the Effective Date) on the Effective Date (and the Borrower shall pay to each Continuing Lender all amounts, if any, payable pursuant to Section 2.13 of the matters set forth in the Acknowledgment of and Consent and Agreement to Intercreditor and Collateral Agency Agreement attached to the Intercreditor Original Credit Agreement as if the outstanding Loans had been prepaid on the Effective Date); and (c) all outstanding “Loans” of the Continuing Lenders and all interests in outstanding “Letters of Credit” under the Original Credit Agreement shall remain outstanding as the initial Loans and Letters of Credit hereunder. The Continuing Lenders and New Lenders each agree to make such Borrower were an original party thereto. Notwithstanding purchases and sales of interests in the foregoingLoans and L/C Obligations outstanding on the Effective Date between themselves so that each Continuing Lender and New Lender is then holding its relevant Revolving Proportionate Share of outstanding Revolving Loans and risk participation interests in outstanding L/C Obligations based on their Revolving Loan Commitments as in effect after giving effect hereto and its proportionate share of the Term Loans based on their Term Loan Commitments as in effect after giving effect hereto (such purchases and sales shall be arranged through the Administrative Agent and each Lender hereby agrees to execute such further instruments and documents, no Designated Borrower that is a Foreign Subsidiary is granting a security interest if any, as the Administrative Agent may reasonably request in its assets to secure any obligations connection therewith), with all subsequent extensions of credit under this Agreement (including, without limitation, participations in respect of all Swing Loans and Letters of Credit) to be made in accordance with the respective Commitments of the Lenders from time to time party to this Agreement as provided herein. All references made to the Original Credit Agreement in any Loan Document or in any other instrument or document shall, without more, be deemed to refer to this Agreement. This Agreement amends and restates the Original Credit Agreement and is not intended to be or operate as a novation or an accord and satisfaction of the Original Credit Agreement or the indebtedness, obligations and liabilities of the Borrower or any other Loan DocumentsGuarantor evidenced or provided for thereunder. Each lender party to the Existing Credit Agreement that is not a party this Agreement shall have been paid in full with the proceeds of the funding on the Closing Date[THE FIRST SIGNATURE PAGE FOLLOWS.]

Amendment and Restatement. This Agreement constitutes an amendment and restatement of The Loan Parties, the Existing Credit Agreement Lenders and the Existing Guaranty Agreement Administrative Agent agree that, upon (i) the execution and as such, except for the indebtedness and other than obligations provided for in the Existing Credit Agreement (which indebtedness and obligations shall survive, be renewed, extended and restated by the terms of this Agreement), all terms and provisions delivery of this Agreement supersede by each of the parties hereto and (ii) satisfaction (or waiver by the aforementioned parties) of the conditions precedent set forth in their entirety Section 4.1, the terms and provisions of the Existing Credit Agreement shall be and the Existing Guaranty Agreement hereby are amended, superseded and restated in their entiretyentirety by the terms and provisions of this Agreement. This Agreement is not intended as to and shall not be construed as constitute a release or novation of any 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 of the obligations and liabilities existing loans incurred under the Existing Credit Agreement, Agreement which are outstanding on the Existing Guaranty 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). Any reference ) to the “Existing Guaranty Agreement"Administrative Agent”, the “Guaranty Credit Agreement” or and the terms thereof in any of the “Loan Documents Documents” shall automatically be deemed to be a reference refer to the applicable language in Article X hereof. Notwithstanding anything herein to Administrative Agent, this Agreement and the contraryLoan Documents, in no event shall the Liens securing respectively, (c) all obligations constituting “Obligations” under the Existing Credit Agreement with any Lender or the obligations thereunder be deemed affected hereby, it being the intent and agreement any Affiliate of the Credit Parties that, except as otherwise provided in the Loan Documents, the Liens any Lender which are outstanding on the Collateral (Closing Date shall continue as defined in the Existing Credit Agreement) granted to secure the obligations of the Credit Parties in connection with the Existing Credit 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 so long as such amendments, restatements or other modifications do not contain any material modifications adverse to the Lenders (and, for the avoidance of doubt, such modifications may include the addition of Loan Parties and other changes that are otherwise permitted by the 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 defined in compared to the provisions of the Existing Credit Agreement), shall not be extinguished and shall remain valid, binding and enforceable securing the obligations under the Existing Credit Agreement, as amended and restated hereby. Each of the Borrowers party hereto that were not party to the Existing Credit Agreement hereby (a) acknowledges and agrees that (i) it is a Credit Party and a Loan Party for all purposes of the Loan Documents, including the Intercreditor Agreement, and (ii) the term “Borrower” when used in the Intercreditor Agreement in the context of Credit Agreement provisions includes such Borrower as the context may require, and (b) agrees, acknowledges and consents to the matters set forth in the Acknowledgment of and Consent and Agreement to Intercreditor and Collateral Agency Agreement attached to the Intercreditor Agreement as if such Borrower were an original party thereto. Notwithstanding the foregoing, no Designated Borrower that is a Foreign Subsidiary is granting a security interest in its assets to secure any obligations under this Agreement or any other Loan Documents. Each lender party to the Existing Credit Agreement that is not a party this Agreement shall have been paid in full with the proceeds of the funding on the Closing Date.

Amendment and Restatement. This On the Second Restatement Effective Date, the 2007 Credit Agreement constitutes an amendment 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 Credit Agreement “Obligations” under and the Existing Guaranty Agreement and as such, except for the indebtedness and other than obligations provided for in the Existing Credit Agreement (which indebtedness and obligations shall survive, be renewed, extended and restated by the terms of this Agreement), all terms and provisions of this Agreement supersede in their entirety the terms and provisions of the Existing Credit Agreement and the Existing Guaranty Agreement in their entirety. This Agreement is not intended as and shall not be construed as a release or novation of any or all of the obligations and liabilities existing under the Existing Credit Agreement, the Existing Guaranty Agreement and the “Loan Documents” (as defined in the Existing 2007 Credit Agreement (whether or not such “Obligations” are contingent as of the Second Restatement Effective Date), (ii) the representations and warranties made by the Borrowers and the Credit Parties prior to the Second Restatement Effective Date (which representations and warranties made prior to the Second Restatement Effective Date shall not be superseded or rendered ineffective by this Agreement as they pertain to the period prior to the Second Restatement Effective Date) and (iii) any action or omission performed or required to be performed pursuant to the 2007 Credit Agreement prior to the Second Restatement Effective Date (including any failure, prior to the Second Effective Date, to comply with the covenants contained in the 2007 Credit Agreement). Any reference to “Existing Guaranty Agreement"The parties hereto acknowledge and agree that (a) this Agreement and the other Credit Documents, “Guaranty Agreement” whether executed and delivered in connection herewith or the terms thereof in any otherwise, do not constitute a novation or termination of the Loan Documents shall automatically be deemed to be a reference to “Obligations” under the applicable language in Article X hereof. Notwithstanding anything herein to the contrary, in no event shall the Liens securing the Existing 2007 Credit Agreement or the obligations thereunder be deemed affected hereby, it being other Credit Documents (including all guarantees thereunder) as in effect prior to the intent Second Restatement Effective Date and agreement which remain outstanding as of the Credit Parties thatSecond Restatement Effective Date, except as otherwise provided in (b) the Loan Documents, “Obligations” (including all guarantees thereunder) under the Liens on the Collateral (as defined in the Existing Credit Agreement) granted to secure the obligations of the Credit Parties in connection with the Existing 2007 Credit Agreement and the other Loan 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 and in full force and effect and are reaffirmed hereby. The Borrowers and the Credit Parties acknowledge and agree that Sections 11.2 and 11.3 of the 2007 Credit Agreement shall, to the extent applicable immediately prior to the Second Restatement Effective Date, survive for the intended beneficiaries of such provision to the extent such provisions apply with respect to any indemnified liabilities (under Sections 11.2 and 11.3 of the 2007 Credit Agreement) relating to events and circumstances occurring prior to the Second Restatement Effective Date. In addition, on and after the Second Restatement Effective Date, (i) all references to the 2007 Credit Agreement, the 2006 Credit Agreement or the Credit Agreement in the Credit Documents (as defined in other than this Agreement) shall be deemed to refer to the Existing Credit Agreement), shall not be extinguished and shall remain valid, binding and enforceable securing the obligations under the Existing 2007 Credit Agreement, as amended and restated hereby. Each of the Borrowers party hereto that were not party to the Existing Credit Agreement hereby (a) acknowledges and agrees that (i) it is a Credit Party and a Loan Party for all purposes of the Loan Documents, including the Intercreditor Agreement, and (ii) all references to any section (or subsection) of the term “Borrower” when used in 2007 Credit Agreement or the Intercreditor Credit Agreement in any Credit Document (other than this Agreement) shall be amended to become, mutatis mutandis, references to the context corresponding provisions of Credit this Agreement provisions includes such Borrower and (iii) except as the context may requireotherwise provides, on or after the Second Restatement Effective Date, all references to this Agreement herein (including for purposes of indemnification and (breimbursement of fees) agrees, acknowledges and consents shall be deemed to be references to the matters set forth in the Acknowledgment of 2007 Credit Agreement, as amended and Consent and Agreement to Intercreditor and Collateral Agency Agreement attached to the Intercreditor Agreement as if such Borrower were an original party thereto. Notwithstanding the foregoing, no Designated Borrower that is a Foreign Subsidiary is granting a security interest in its assets to secure any obligations under this Agreement or any other Loan Documents. Each lender party to the Existing Credit Agreement that is not a party this Agreement shall have been paid in full with the proceeds of the funding on the Closing Daterestated hereby.

Amendment and Restatement. This Agreement constitutes an amendment shall become effective on the Effective Date and restatement of the Existing Credit Agreement and the Existing Guaranty Agreement and as such, except for the indebtedness and other than obligations provided for in the Existing Credit Agreement (which indebtedness and obligations shall survive, be renewed, extended and restated by the terms of this Agreement), supersede all terms and provisions of this Agreement supersede in their entirety the terms and provisions of the Existing Credit Agreement as of such date. From and after the Existing Guaranty Agreement in their entirety. This Agreement is not intended as and shall not be construed as a release or novation Effective Date, (a)(i) the commitments of any or all of the obligations and liabilities existing those Lenders under the Existing Credit Agreement, the Existing Guaranty Agreement and that are continuing as Lenders under this Agreement (the “Loan Documents” (Continuing Lenders”) shall be amended as defined in the Existing Credit Agreement). Any reference to “Existing Guaranty Agreement", “Guaranty Agreement” or the terms thereof in any of the Loan Documents shall automatically be deemed to be a reference to the applicable language in Article X hereof. Notwithstanding anything herein to the contrary, in no event shall the Liens securing the Existing Credit Agreement or the obligations thereunder be deemed affected hereby, it being the intent and agreement of the Credit Parties that, except as otherwise provided in the Loan Documents, the Liens set forth on the Collateral (as defined in the Existing Credit Agreement) granted to secure the obligations of the Credit Parties in connection with the Existing Credit Agreement and the other Loan Documents (as defined in the Existing Credit Agreement), shall not be extinguished and shall remain valid, binding and enforceable securing the obligations under the Existing Credit Agreement, as amended and restated hereby. Each of the Borrowers party Schedule 1 hereto that were not party to the Existing Credit Agreement hereby (a) acknowledges and agrees that (i) it is a Credit Party and a Loan Party for all purposes of the Loan Documents, including the Intercreditor Agreement, and (ii) the term commitments of those “BorrowerLenders” when used in the Intercreditor Agreement in the context of Credit Agreement provisions includes such Borrower as the context may require, and (b) agrees, acknowledges and consents to the matters set forth in the Acknowledgment of and Consent and Agreement to Intercreditor and Collateral Agency Agreement attached to the Intercreditor Agreement as if such Borrower were an original party thereto. Notwithstanding the foregoing, no Designated Borrower that is a Foreign Subsidiary is granting a security interest in its assets to secure any obligations under this Agreement or any other Loan Documents. Each lender party to the Existing Credit Agreement that is are not a party continuing as Lenders under this Agreement (the “Non-Continuing Lenders”) shall automatically be terminated and cease to have been paid 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 Existing Credit Agreement immediately prior to the Effective Date (the “New Lenders”); (b) all outstanding “Revolving Loans” of the Non-Continuing Lenders shall be repaid in full (together with the proceeds all interest accrued thereon and amounts payable pursuant to Section 1.12 hereof of the funding Existing Credit Agreement in connection with such payment, and all fees accrued under the Existing Credit Agreement through the Effective Date) on the Closing Effective Date (and the Borrower shall pay to each Continuing Lender all amounts, if any, payable pursuant to Section 1.12 hereof of the Existing Credit Agreement as if the outstanding Revolving Loans had been prepaid on the Effective Date); and (c) all outstanding “Revolving Loans” of the Continuing Lenders and all interests in outstanding “Letters of Credit” under the Existing Credit Agreement shall remain outstanding as the initial Revolving Loans and Letters of Credit hereunder. The Continuing Lenders and New Lenders each agree to make such purchases and sales of interests in the Revolving Loans and L/C Obligations outstanding on the Effective Date between themselves so that each Continuing Lender and New Lender is then holding its relevant Revolver Percentage of outstanding Revolving Loans and risk participation interests in outstanding L/C Obligations based on their Revolving Credit Commitments as in effect after giving effect hereto (such purchases and sales shall be arranged through the Administrative Agent and each Lender hereby agrees to execute such further instruments and documents, if any, as the Administrative Agent may reasonably request in connection therewith), with all subsequent extensions of credit under this Agreement (including, without limitation, participations in respect of all Swingline Signature Page to Xxxxx Lang LaSalle Finance B.V. Second Amended and Restated Multicurrency Credit Agreement IN WITNESS WHEREOF, the parties hereto have caused their duly authorized officers to execute and deliver this Agreement as of the date first above written. XXXXX XXXX LASALLE FINANCE B.V. By ____________________________________ Title _________________________________ XXXXX LANG LASALLE INCORPORATED, as Guarantor By ____________________________________ Title _________________________________ XXXXX XXXX LASALLE CO-INVESTMENT, INC., as Guarantor By ____________________________________ Title _________________________________ XXXXX LANG LASALLE INTERNATIONAL, INC., as Guarantor By ____________________________________ Title _________________________________ LASALLE INVESTMENT MANAGEMENT, INC., as Guarantor By ____________________________________ Title _________________________________ Signature Page to Xxxxx Xxxx LaSalle Finance B.V. Second Amended and Restated Multicurrency Credit Agreement XXXXX LANG LASALLE AMERICAS, INC., as Guarantor By ____________________________________ Title _________________________________ XXXXX XXXX LASALLE LIMITED, as Guarantor By ____________________________________ Title _________________________________ XXXXX LANG LASALLE SE, as Guarantor By ____________________________________ Title _________________________________ XXXXX XXXX LASALLE NEW ENGLAND LLC, as Guarantor By ____________________________________ Title _________________________________ XXXXX LANG LASALLE BROKERAGE, INC., as Guarantor By ____________________________________ Title _________________________________

Amendment and Restatement. This Agreement constitutes an In order to facilitate the amendment and restatement contemplated by this Agreement and otherwise to effectuate the desires of the Loan Parties, the Administrative Agent and the Lenders: (a) Simultaneously with the Closing Date, but immediately prior to giving effect to Section 1.10(d), the parties hereby agree that the Commitments and Applicable Percentages (as defined in the Existing Credit Agreement) of each of the Lenders shall be as set forth on Schedule 2.01, and (i) the Outstanding Amounts of each Lender’s Committed Loans (as defined in the Existing Credit Agreement) and (ii) the aggregate Outstanding Amount of each Tranche 1 Lender’s participation in L/C Obligations and Swing Line Loans shall, in each case, be reallocated as outstanding Committed Loans hereunder in accordance with such Commitments and outstanding participations in L/C Obligations and Swing Line Loans hereunder in accordance with such Commitments, as applicable, and the requisite assignments shall be deemed to be made in such amounts from (A) each Tranche 1 Lender to each other Tranche 1 Lender and (B) each Tranche 2 Lender to each other Tranche 2 Lender (and, if necessary, to (x) Tranche 1 Lenders hereunder from Tranche 1 Lenders under, and as defined in, the Existing Credit Agreement and (y) Tranche 2 Lenders hereunder from Tranche 2 Lenders under, and as defined in, the Existing Credit Agreement, in each case, who elect not to become Tranche 1 Lenders or Tranche 2 Lenders, as applicable, under this Agreement or who reduce their commitments in connection with this Agreement), with the same force and effect as if such assignments were evidenced by applicable Assignments and Assumptions (as defined in the Existing Credit Agreement) under the Existing Credit Agreement, but without the payment of any related assignment fee; provided that the Existing Lenders who are Lenders under this Agreement hereby waive any notice requirements pursuant to Section 2.05 of the Existing Credit Agreement 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 Guaranty Credit Agreement as of such date shall continue as a Swing Line Loan hereunder and each “Letter of Credit” outstanding under, and as suchdefined in, except for the indebtedness Existing Credit Agreement as of such date and other than obligations provided for 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, no other documents or instruments, including any Assignment and Assumption, shall be, or shall be required to be, executed in connection with the assignments set forth in Section 1.10(a) above (all of which indebtedness requirements are hereby waived), and obligations such assignments shall survivebe deemed to be made with all applicable representations, be renewedwarranties and covenants as if evidenced by an Assignment and Assumption. On the Closing Date, extended the applicable Lenders shall make full cash settlement with one another either directly 39 (c) The Loan Parties, the Administrative Agent and restated by the terms Lenders hereby agree that upon the effectiveness of this Agreement), all terms and provisions of this Agreement supersede in their entirety the terms and provisions of the Existing Credit Agreement which in any manner govern or evidence the obligations arising hereunder, the rights and interests of the Administrative Agent and the Existing Guaranty Agreement Lenders and any terms, conditions or matters related to any thereof, shall be and hereby are amended and restated in their entirety. This Agreement is not intended 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. (d) Notwithstanding this amendment and shall not be construed as a release or novation restatement of the Existing Credit Agreement, including anything in this Section 1.10, and of any related “Loan Document” (as such term is defined in the Existing Credit Agreement and referred to herein, individually or collectively, as the “Existing Loan Documents”), (i) all of the indebtedness, liabilities and obligations owing by the Borrowers or any other Person under the Existing Credit Agreement and liabilities existing other Existing Loan Documents shall continue as Obligations hereunder and thereunder (including, without limitation, all accrued and unpaid interest and fees under the Existing Credit Agreement) and (ii) this Agreement is given as a substitution of, and not as a payment of, the Existing Guaranty Agreement indebtedness, liabilities and obligations of the “Loan Documents” (as defined in the Existing Credit Agreement). Any reference to “Existing Guaranty Agreement", “Guaranty Agreement” Borrowers or the terms thereof in any of the other Loan Documents shall automatically be deemed to be a reference to the applicable language in Article X hereof. Notwithstanding anything herein to the contrary, in no event shall the Liens securing Parties under the Existing Credit Agreement or any Existing Loan Document, and neither the obligations thereunder be deemed affected hereby, it being execution and delivery of this Agreement nor the intent and agreement consummation of the Credit Parties that, except as otherwise provided in the Loan Documents, the Liens on the Collateral (as defined in the Existing Credit Agreement) granted any other transaction contemplated hereunder is intended to secure the obligations constitute a novation of the Credit Parties in connection with the Existing Credit Agreement and or of any of the other Existing Loan Documents (as defined in or any obligations thereunder. Upon the Existing Credit Agreement), shall not be extinguished effectiveness of this Agreement all Loans outstanding and shall remain valid, binding and enforceable securing owing by the obligations Borrowers under the Existing Credit Agreement, Agreement as amended and restated herebyof the Closing Date shall continue as Loans hereunder. Each of the Borrowers Lender party hereto that were not party to is a lender under the Existing Credit Agreement hereby (a) acknowledges and agrees that (i) it is a Credit Party and a Loan Party shall be deemed to have waived the requirement for all purposes payment by the Borrowers of the Loan Documents, including the Intercreditor Agreement, and (ii) the term “Borrower” when used in the Intercreditor Agreement in the context any amounts required pursuant to Section 3.05 of Credit Agreement provisions includes such Borrower as the context may require, and (b) agrees, acknowledges and consents to the matters set forth in the Acknowledgment of and Consent and Agreement to Intercreditor and Collateral Agency Agreement attached to the Intercreditor Agreement as if such Borrower were an original party thereto. Notwithstanding the foregoing, no Designated Borrower that is a Foreign Subsidiary is granting a security interest in its assets to secure any obligations under this Agreement or any other Loan Documents. Each lender party to the Existing Credit Agreement that is not as a party result of any reallocation or deemed assignments in connection the entering into of this Agreement shall have been paid in full with the proceeds of the funding on the Closing DateAgreement.

Amendment and Restatement. This Agreement constitutes an amendment and restatement of (a) On the Restatement Date, the Existing Credit Agreement shall be amended, restated and superseded in its entirety hereby. The parties hereto acknowledge and agree that (i) this Agreement, any Notes delivered pursuant to Section 2.10(f) and the Existing Guaranty Agreement other Loan Documents executed and as suchdelivered in connection herewith do not constitute a novation, except for payment and reborrowing, refinancing or termination of the indebtedness and other than obligations provided for in under the Existing Credit Agreement as in effect prior to the Restatement Date; (which indebtedness and obligations shall survive, be renewed, extended and restated by the terms of this Agreement), all terms and provisions of this Agreement supersede in their entirety the terms and provisions of the Existing Credit Agreement and the Existing Guaranty Agreement in their entirety. This Agreement is not intended as and shall not be construed as a release or novation of any or all of the obligations and liabilities existing under the Existing Credit Agreement, the Existing Guaranty Agreement and ii) the “Loan DocumentsLoans” (as defined in the Existing Credit Agreement). Any reference ) have not become due and payable prior to “the Restatement Date as a result of the amendment and restatement of the Existing Guaranty Credit Agreement", “Guaranty Agreement” or ; (iii) such obligations are in all respects continuing with only the terms thereof being modified as provided in any this Agreement; (iv) upon the effectiveness of the Loan Documents shall automatically be deemed to be a reference to the applicable language in Article X hereof. Notwithstanding anything herein to the contrary, in no event shall the Liens securing this Agreement all loans and letters of credit outstanding under the Existing Credit Agreement or immediately before the obligations thereunder effectiveness of this Agreement will be deemed affected hereby, it being the intent and agreement part of the Loans and Letters of Credit Parties that, except as otherwise provided hereunder on the terms and conditions set forth in the Loan Documents, this Agreement; and (v) the Liens on granted under the Existing Credit Agreement and the other Collateral Documents (as defined in the Existing Credit Agreement) granted securing payment of such obligations are in all respects ratified, confirmed, and continuing and in full force and effect, without interruption or impairment of any kind, after giving effect to this Agreement and the other Loan Documents and the transactions contemplated hereby and shall continue to secure the obligations Obligations (as defined herein) except to the extent such Collateral Documents are amended, restated, modified or otherwise supplemented on the Restatement Date. (b) Notwithstanding the modifications effected by this Agreement of the representations, warranties and covenants of any Loan Party contained in the Existing Credit Parties Agreement, such Loan Party acknowledges and agrees that any causes of action or other rights created prior to the Restatement Date in favor of any Lender and its successors arising out of the NAI-1514693629v12 153 representations and warranties of such Loan Party and contained in or delivered (including representations and warranties delivered in connection with the making of the loans or other extensions of credit thereunder) in connection with the Existing Credit Agreement and the or any other Loan Documents (as defined Document executed in connection therewith prior to the Existing Credit Restatement Date shall survive the execution and delivery of this Agreement); provided, shall not be extinguished however, that it is understood and shall remain valid, binding and enforceable securing agreed that the Borrowers’ monetary obligations under the Existing Credit Agreement, as amended and restated hereby. Each Agreement in respect of the Borrowers party hereto that were not party loans and letters of credit thereunder are now monetary obligations of the Borrower’s as evidenced by this Agreement as provided in Section 2 hereof. (c) All indemnification obligations of any Loan Party pursuant to the Existing Credit Agreement hereby (a) acknowledges and agrees that (i) it is including any arising from a Credit Party and a Loan Party for all purposes breach of the Loan Documentsrepresentations thereunder) with respect to any losses, including claims, damages, liabilities and related expenses occurring prior to the Intercreditor Restatement Date shall survive the amendment and restatement of the Existing Credit Agreement pursuant to this Agreement. All costs and expenses which were due and owing under the Existing Credit Agreement shall continue to be due and owing under, and shall be due and payable in accordance with, this Agreement. (iid) On and after the term “Borrower” when used Restatement Date, each reference in the Intercreditor Agreement in the context of Credit Agreement provisions includes such Borrower as the context may require, and (b) agrees, acknowledges and consents Loan Documents to the matters set forth in the Acknowledgment of and Consent and Agreement to Intercreditor and Collateral Agency Agreement attached to the Intercreditor Agreement as if such Borrower were an original party thereto. Notwithstanding the foregoing“Credit Agreement”, no Designated Borrower that is a Foreign Subsidiary is granting a security interest in its assets to secure any obligations under this Agreement “thereunder”, “thereof” or any other Loan Documents. Each lender party similar words referring to the Existing Credit Agreement that is not shall mean and be a party reference to this Agreement shall have been paid in full with the proceeds of the funding on the Closing DateAgreement.

Amendment and Restatement. This Agreement constitutes an amendment and restatement (i) Relying on each of the Existing Credit Agreement representations and the Existing Guaranty Agreement warranties set out in Article 2 and as such, except for the indebtedness and other than obligations provided for in the Existing Credit Agreement (which indebtedness and obligations shall survive, be renewed, extended and restated by subject to the terms and conditions of this Agreement), all the Lenders, the Agent and the Borrower agree that, effective on the Effective Date, the Prior Agreement shall be amended in its entirety on the terms and provisions conditions of this Agreement supersede in their entirety the terms and provisions that all indebtedness and liability of the Existing Credit Agreement Borrower to the Lenders and the Existing Guaranty Agreement in their entirety. This Agreement is not intended as and shall not be construed as a release or novation of any or all of the obligations and liabilities existing Agent under the Existing Credit AgreementPrior Agreement including, the Existing Guaranty Agreement and the without limitation, “Loan DocumentsBorrowings” (as defined in under the Existing Credit Prior Agreement). Any reference to “Existing Guaranty Agreement") and accrued and unpaid interest and fees thereon and standby fees accrued thereunder, “Guaranty Agreement” or the terms thereof in any shall be construed as indebtedness and liability of the Loan Documents shall automatically be deemed to be a reference Borrower to the applicable language in Article X hereof. Notwithstanding anything herein to the contrary, in no event shall the Liens securing the Existing Credit Agreement or the obligations thereunder be deemed affected hereby, it being the intent and agreement of the Credit Parties that, except as otherwise provided in the Loan Documents, the Liens on the Collateral (as defined in the Existing Credit Agreement) granted to secure the obligations of the Credit Parties in connection with the Existing Credit Agreement Lenders and the other Loan Documents (as defined in the Existing Credit Agent under this Agreement), shall not be extinguished and shall remain valid, binding and enforceable securing the obligations under the Existing Credit Agreement, as amended and restated hereby. Each of the Borrowers party hereto that were not party to the Existing Credit Agreement hereby (a) acknowledges and agrees that (i) it is a Credit Party and a Loan Party for all purposes of the Loan Documents, including the Intercreditor Agreement, and . (ii) The Borrower, the term “Agent and the Lenders acknowledge and agree that on the Effective Date, the Borrowings may not be outstanding in accordance with the Lender’s Proportion of each Lender and, in order to ensure that such Borrowings will be outstanding in accordance with the Lender’s Proportion of each Lender as soon as possible, agree as follows: (A) to make such adjustments to all Cdn. Prime Loans and U.S. Base Rate Loans so that such Loans are outstanding in accordance with the Lender’s Proportion of each Lender; (B) to allocate all new Borrowings in such manner and for such period of time as is necessary to ensure that Borrowings outstanding with the Lenders are outstanding in accordance with the Lender’s Proportion of each Lender as soon as reasonably possible; and (C) until such time as the Borrowings are outstanding in accordance with the Lender’s Proportion of each Lender, the definition of Majority Lenders shall be determined based on Borrowings outstanding rather than on the Total Commitment; provided that nothing herein shall require that a Lender have Borrowings outstanding at any time in excess of its Commitment. The Borrower” when used , the Agent and the Lenders further acknowledge that on the Effective Date there will be Banker’s Acceptances outstanding in the Intercreditor Agreement in principal amount of $190,000,000 maturing June 25, 2007 (the context of Credit Agreement provisions includes such Borrower as the context may require“Existing BAs”), and agree that each Lender (ban “Existing BA Lender”) agrees, acknowledges and consents to the matters set forth in the Acknowledgment of and Consent and Agreement to Intercreditor and Collateral Agency Agreement attached to the Intercreditor Agreement as if such Borrower were an original party thereto. Notwithstanding the foregoing, no Designated Borrower that is a Foreign Subsidiary is granting a security interest in its assets to secure any obligations under this Agreement or any other Loan Documents. Each lender party to who accepted the Existing Credit Agreement that is not a party this Agreement BAs shall remain liable for its obligations thereunder, and for greater certainty, the Lenders shall have been paid no obligation to indemnify the Existing BA Lenders in full with the proceeds respect of the funding on the Closing DateExisting BAs.

Amendment and Restatement. This On the Amendment Effective Date, this Agreement constitutes an amendment 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 shall be evidenced by this Agreement and the Existing Guaranty Agreement other Financing Agreements and as such, except for the indebtedness and other than obligations provided for grant of security interest in the Existing Credit Agreement (which indebtedness and obligations shall survive, be renewed, extended and restated Collateral by the terms of this Agreement), all terms relevant Borrowers and provisions of this Agreement supersede in their entirety the terms and provisions of Guarantors under the Existing Credit Loan Agreement and the Existing Guaranty Agreement in their entirety. This Agreement is not intended as and shall not be construed as a release or novation of any or all of the obligations and liabilities existing under the Existing Credit Agreement, the Existing Guaranty Agreement and the other “Loan DocumentsFinancing Agreements” (as defined in the Existing Credit Loan Agreement). Any reference to “Existing Guaranty Agreement") shall continue hereunder but as amended by this Agreement and the other Financing Agreements, “Guaranty Agreement” or the terms thereof and shall not in any of 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 Documents Agreement in any Financing Agreement or other document or instrument delivered in connection therewith shall automatically be deemed to be a reference refer to this Agreement and the applicable language in Article X provisions hereof. Notwithstanding anything herein to As of the contraryAmendment Effective Date, in no event shall the Liens securing rights and obligations of the parties under the Existing Credit Loan Agreement or the obligations thereunder shall be deemed affected hereby, it being the intent subsumed within and agreement be governed by this Agreement. Each of the Credit Parties that, except as otherwise provided in the Loan Documents, the Liens on the Collateral “Loans” (as defined in the Existing Credit Loan Agreement) granted advanced by the existing Lenders and outstanding under the Existing Loan Agreement immediately prior to secure the obligations effectiveness of this Agreement shall continue to be Loans hereunder, provided that all interest, fees and expenses owing or accruing under or in respect of the Existing Loan Agreement through the Amendment Effective Date shall be 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, the Letters of Credit Parties in connection with under the Existing Loan Agreement shall be deemed to be Letters of Credit issued hereunder, and 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 Loan Agreement and the other Loan Documents “Financing Agreements” (as defined in the Existing Credit Loan 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 Loan Agreement). Nothing contained herein shall be construed as a novation of the “Obligations” outstanding under and as defined in the Existing Loan Agreement, shall not be extinguished and which shall remain valid, binding and enforceable securing the obligations under the Existing Credit Agreement, as amended and restated hereby. Each of the Borrowers party hereto that were not party to the Existing Credit Agreement hereby (a) acknowledges and agrees that (i) it is a Credit Party and a Loan Party for all purposes of the Loan Documents, including the Intercreditor Agreement, and (ii) the term “Borrower” when used in the Intercreditor Agreement in the context of Credit Agreement provisions includes such Borrower as the context may require, and (b) agrees, acknowledges and consents to the matters set forth in the Acknowledgment of and Consent and Agreement to Intercreditor and Collateral Agency Agreement attached to the Intercreditor Agreement as if such Borrower were an original party thereto. Notwithstanding the foregoing, no Designated Borrower that is a Foreign Subsidiary is granting a security interest in its assets to secure any obligations under this Agreement or any other Loan Documents. Each lender party to the Existing Credit Agreement that is not a party this Agreement shall have been paid in full with the proceeds of the funding on the Closing Dateforce and effect, except as modified hereby.

Amendment and Restatement. (a) This Agreement constitutes an amendment amends, restates, replaces and restatement of supersedes in its entirety the Existing Credit Agreement Prior Agreement; provided, however, nothing contained herein shall impair the liens and the Existing Guaranty Agreement and as such, except for the indebtedness and other than obligations provided for in the Existing Credit Agreement (which indebtedness and obligations shall survive, be renewed, extended and restated security interests established or continued by the terms of this Agreement), all terms and provisions of this Agreement supersede in their entirety the terms and provisions of the Existing Credit Agreement and the Existing Guaranty Agreement in their entirety. This Agreement is not intended as and shall not be construed as a release or novation of any or all of the obligations and liabilities existing under the Existing Credit Prior Agreement, the Existing Guaranty Agreement which liens and the security interests shall continue in full force and effect. All “Loan DocumentsPledged Mortgage Loans” (as defined in the Existing Credit Prior Agreement). Any reference to “Existing Guaranty Agreement", “Guaranty Agreement” or ) which are owned by the terms thereof in any of the Loan Documents shall automatically be deemed to be a reference to the applicable language in Article X hereof. Notwithstanding anything herein to the contrary, in no event shall the Liens securing the Existing Credit Agreement or the obligations thereunder be deemed affected hereby, it being the intent Borrower and agreement of the Credit Parties that, except as otherwise provided included in the Loan Documents, the Liens on the Collateral “Borrowing Base” (as defined in the Existing Credit Prior Agreement) granted to secure under the obligations Prior Agreement as of the Credit Parties date hereof (the “Existing Pledged Mortgage Loans”), shall be included in connection the Borrowing Base as Pledged Mortgage Loans under this Agreement as if originally funded with Advances under this Agreement so long as such Existing Pledged Mortgage Loans meet all of the requirements for eligibility and inclusion in the Borrowing Base under this Agreement, provided, however, (a) the Warehouse Periods for such Existing Pledged Mortgage Loans shall commence from the time such Existing Pledged Mortgage Loans were first included in the “Borrowing Base” (as defined in the Prior Agreement) under the Prior Agreement, and (b) such Existing Pledged Mortgage Loans shall be deemed to comply with the requirement of paragraph (l) of the definition of “Eligible Mortgage Loan” under this Agreement if the date of each underlying Mortgage Note for such Existing Credit Agreement Pledged Mortgage Loans was not earlier than 30 days prior to the date such Existing Pledged Mortgage Loans were first included in the “Borrowing Base” (as defined in the Prior Agreement) under the Prior Agreement. (b) The parties hereto acknowledge and agree that (i) this Agreement, the Notes, and the other Loan Documents executed and delivered in connection herewith do not constitute a novation, payment and reborrowing, or termination of the “Indebtedness” (as defined in the Existing Prior Credit Agreement), shall not be extinguished and shall remain valid, binding and enforceable securing the obligations ) under the Existing Prior Credit Agreement as in effect prior to the Effective Date; (ii) such “Indebtedness” is in all respects continuing with only the terms thereof being modified as provided in this Agreement; (iii) the Liens as granted under the Collateral Documents securing payment of such “Indebtedness” are in all respects continuing and in full force and effect and secure the payment of the Indebtedness (as defined in this Agreement) and are hereby fully ratified and affirmed; and (iv) upon the effectiveness of this Agreement all Advances made under the Prior Agreement and outstanding on the Effective Date will be part of the Advances hereunder on the terms and conditions set forth in this Agreement. Without limitation of the foregoing, Borrower hereby fully and unconditionally ratifies and affirms all Collateral Documents to which it is a party and agrees that all collateral granted thereunder shall from and after the date hereof secure all Indebtedness hereunder. (c) Notwithstanding the modifications effected by this Agreement of the representations, warranties and covenants of Borrower contained in the Prior Agreement, as amended and restated hereby. Each of the Borrowers party hereto that were not party to the Existing Credit Agreement hereby (a) Borrower acknowledges and agrees that any causes of action or other rights created in favor of any Lender and its successors arising out of the representations and warranties of Borrower contained in or delivered (including representations and warranties delivered in connection with the making of the loans or other extensions of credit thereunder) in connection with the Prior Agreement shall survive the execution and delivery of this Agreement; provided, however, that it is understood and agreed that Borrower’s monetary obligations under the Prior Agreement in respect of the advances thereunder are evidenced by this Agreement as provided herein. All indemnification obligations of Borrower pursuant to the Prior Agreement (including any arising from a breach of the representations thereunder) shall survive the amendment and restatement of the Prior Agreement pursuant to this Agreement. (d) On and after the Effective Date, (i) it is a Credit Party and a Loan Party for all purposes of each reference in the Loan DocumentsDocuments to the “Credit Agreement”, including “thereunder”, “thereof” or similar words referring to the Intercreditor Agreement, Credit Agreement shall mean and be a reference to this Agreement and (ii) the term “Borrower” when used each reference in the Intercreditor Agreement Loan Documents to a “Note” shall mean and be a Note as defined in the context of Credit Agreement provisions includes such Borrower as the context may require, and (b) agrees, acknowledges and consents to the matters set forth in the Acknowledgment of and Consent and Agreement to Intercreditor and Collateral Agency Agreement attached to the Intercreditor Agreement as if such Borrower were an original party thereto. Notwithstanding the foregoing, no Designated Borrower that is a Foreign Subsidiary is granting a security interest in its assets to secure any obligations under this Agreement or any other Loan Documents. Each lender party to the Existing Credit Agreement that is not a party this Agreement shall have been paid in full with the proceeds of the funding on the Closing DateAgreement.

Amendment and Restatement. This Agreement constitutes an amendment and restatement of The Borrower, the Existing Credit Agreement Lenders and the Existing Guaranty Agreement Administrative Agent agree that, upon (i) the execution and as such, except for the indebtedness and other than obligations provided for in the Existing Credit Agreement (which indebtedness and obligations shall survive, be renewed, extended and restated by the terms of this Agreement), all terms and provisions delivery of this Agreement supersede by each of the parties hereto and (ii) satisfaction (or waiver by the aforementioned parties) of the conditions precedent set forth in their entirety Section 5.1, the terms and provisions of the Existing Credit Agreement shall be and the Existing Guaranty Agreement hereby are amended, superseded and restated in their entiretyentirety by the terms and provisions of this Agreement. This Agreement is not intended as to and shall not be construed as constitute a release or novation of any the Existing Credit Agreement or the Indebtedness created thereunder. The commitment 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 shall be those hereunder. Without limiting the foregoing, upon the effectiveness hereof: (a) all loans and letters of the obligations and liabilities existing credit incurred under the Existing Credit Agreement, Agreement which are outstanding on the Existing Guaranty Closing Date (after giving effect to the payments described in clause (e) below) shall continue as Loans under (and shall be governed by the terms of) this Agreement and the other Loan Documents, (b) all references in the “Loan Documents” (as defined in the Existing Credit Agreement). Any reference ) to the “Existing Guaranty Agreement", “Guaranty Credit Agreement” or and the terms thereof in any of the “Loan Documents Documents” shall automatically be deemed to be a reference refer to this Agreement and the applicable language in Article X hereof. Notwithstanding anything herein to the contraryLoan Documents, in no event shall the Liens securing (c) all obligations constituting “Obligations” under the Existing Credit Agreement with any Lender or any affiliate of any Lender which are outstanding on the obligations thereunder be deemed affected hereby, it being Closing Date (after giving effect to the intent payments described in clause (e) below) shall continue as Obligations under this Agreement and agreement of the Credit Parties that, except as otherwise provided in the other Loan Documents, (d) the Liens Administrative Agent shall make such reallocations, sales, assignments or other relevant actions in respect of each Lender’s credit and loan exposure under the Existing Credit Agreement as are necessary in order that Obligations in respect of Loans, Letters of Credit, interest and fees due and payable to a Lender hereunder reflect such Lender’s ratable share of the aggregate of all such Obligations on the Collateral Closing Date, and the Borrower hereby agrees to compensate each Lender (including each Departing Lender) for any and all losses, costs and expenses incurred by such Lender in connection with the sale and assignment of any LIBOR Rate Loans on the terms and in the manner set forth in Section 4.9 hereof and (e) upon the effectiveness hereof, each Departing Lender’s “Commitment” under the Existing Credit Agreement shall be terminated, each Departing Lender shall have received payment in full of all of the “Obligations” owing to it under the Existing Credit Agreement (other than obligations to pay fees and expenses with respect to which the Borrower has not received an invoice, “Bank Product Debt” (as such term is defined in the Existing Credit Agreement), and contingent indemnity obligations and other contingent obligations owing to it under the “Loan Documents” as defined in the Existing Credit Agreement) granted to secure the obligations of the Credit Parties in connection with the Existing Credit Agreement and the other Loan Documents (as defined in the Existing Credit Agreement), each Departing Lender shall not be extinguished and shall remain valid, binding and enforceable securing the obligations under the Existing Credit Agreement, as amended and restated hereby. Each of the Borrowers party hereto that were not party to the Existing Credit Agreement hereby (a) acknowledges and agrees that (i) it is a Credit Party and a Loan Party for all purposes of the Loan Documents, including the Intercreditor Agreement, and (ii) the term “Borrower” when used in the Intercreditor Agreement in the context of Credit Agreement provisions includes such Borrower as the context may require, and (b) agrees, acknowledges and consents to the matters set forth in the Acknowledgment of and Consent and Agreement to Intercreditor and Collateral Agency Agreement attached to the Intercreditor Agreement as if such Borrower were an original party thereto. Notwithstanding the foregoing, no Designated Borrower that is a Foreign Subsidiary is granting a security interest in its assets to secure any obligations under this Agreement or any other Loan Documents. Each lender party to the Existing Credit Agreement that is not a party this Agreement shall have been paid in full with the proceeds of the funding on the Closing DateLender hereunder.

Amendment and Restatement. This Agreement constitutes an amendment In order to facilitate the Amendment and restatement Restatement and otherwise to effectuate the desires of the Company, the Administrative Agent and the Lenders agree as follows: (a) As of the Closing Date (immediately prior to the effectiveness of this Agreement) (i) the Aggregate Commitments under (and as defined in) the Existing Five-Year Credit Agreement and are $200,000,000, (ii) the Existing Guaranty Agreement and principal amount of the Loans (as such, except for the indebtedness and other than obligations provided for defined in the Existing Five-Year Credit Agreement) outstanding under the Existing Five-Year Credit Agreement is $0, (iii) there are no Swing Line Loans (as defined in the Existing Five-Year Credit Agreement) outstanding under the Existing Five-Year Credit Agreement, and (iv) the aggregate amount of L/C Obligations (as defined in the Existing Five-Year Credit Agreement) outstanding under the Existing Five-Year Credit Agreement is $39,960,121.88. (b) Simultaneously with the Closing Date, but immediately prior to giving effect to Section 1.01(e), the parties hereby agree that (i) the Commitments of each Lender and its Applicable Percentage shall be as set forth in Schedule 2.01, and the Outstanding Amounts of Loans and Applicable Percentage of the Outstanding Amounts of L/C Obligations under the Existing Five-Year Credit Agreement (which indebtedness each as defined in the Existing Five-Year Credit Agreement) shall be reallocated as outstanding Loans hereunder in accordance with such Commitments, and obligations the requisite assignments shall survivebe deemed to be made in such amounts among the Lenders and from each Lender to each other Lender (and, be renewedif necessary, extended and restated by the terms of to Lenders from Existing Lenders who elect not to become Lenders under this Agreement or who reduce their commitments in connection with this Agreement), with the same force and effect as if such assignments were evidenced by applicable Assignments and Assumptions (as defined in the Existing Five-Year Credit Agreement) under the Existing Five-Year Credit Agreement, but without the payment of any related assignment fee, (ii) the Letter of Credit Sublimit (as defined in the Existing Five-Year Credit Agreement) shall continue as the Letter of Credit Sublimit hereunder and (iii) all terms Letters of Credit (as defined in the Existing Five-Year Credit Agreement) outstanding under the Existing Five-Year Credit Agreement on the Closing Date and provisions identified on Schedule 1.01(b) (the “Existing Letters of Credit”) shall continue as Letters of Credit outstanding under this Agreement. (c) The parties hereby consent to all reallocations and assignments of Commitments and Outstanding Amounts effected pursuant to Sections 1.01(b) and 1.01(c) and, subject to Article V hereof, waive any requirement for any other document or instrument, including any Assignment and Assumption (as defined in the Existing Five-Year Credit Agreement) under the Existing Five-Year Credit Agreement or Assignment and Assumption hereunder, necessary to give effect to any reallocation or assignment. On the Closing Date the Lenders shall make full cash settlement with each other (and with the Existing Lenders whose Commitments are being decreased) through the Administrative Agent, as the Administrative Agent may direct or approve, with respect to all assignments and reallocations in Commitments as reflected in this Section 1.01 such that after giving effect to such settlements each Lender’s Applicable Percentage of the Commitments equals (with customary rounding) its Applicable Percentage of (i) the Outstanding Amount of all Loans, and (ii) the Outstanding Amount of all L/C Obligations. (d) The parties hereto hereby agree that upon the effectiveness of this Agreement supersede in their entirety Agreement, the terms and provisions of the Existing Five-Year Credit Agreement which in any manner govern or evidence the Obligations, the obligations of the Company and the Existing Guaranty Agreement other Loan Parties, the rights and interests of the Administrative Agent and the Lenders and any terms, conditions or matters related to any thereof, shall be and hereby are amended and restated in their entirety. This Agreement is not intended as entirety by the terms, conditions and shall not be construed as a release or novation provisions of any or all this Agreement, and the terms and provisions of the obligations and liabilities existing under the Existing Five-Year Credit Agreement, the Existing Guaranty Agreement and the “Loan Documents” (as defined in the Existing Credit Agreement). Any reference to “Existing Guaranty Agreement", “Guaranty Agreement” or the terms thereof in any of the Loan Documents shall automatically be deemed to be a reference to the applicable language in Article X hereof. Notwithstanding anything herein to the contrary, in no event shall the Liens securing the Existing Credit Agreement or the obligations thereunder be deemed affected hereby, it being the intent and agreement of the Credit Parties that, except as otherwise expressly provided in the Loan Documentsherein or therein, the Liens on the Collateral shall be superseded by this Agreement. (as defined in e) Notwithstanding this Amendment and Restatement of the Existing Five-Year Credit Agreement) granted to secure the obligations of the Credit Parties , including anything in connection with the Existing Credit Agreement this Section 1.01, and the other in any related Loan Documents (as defined in the Existing Five-Year Credit AgreementAgreement and referred to herein, individually or collectively, as the “Existing Loan Documents”), shall not be extinguished (i) all of the indebtedness, liabilities and shall remain valid, binding and enforceable securing the obligations owing by any Person under the Existing Credit Agreement, as amended and restated hereby. Each of the Borrowers party hereto that were not party to the Existing Five-Year Credit Agreement hereby (a) acknowledges and agrees that (i) it is a Credit Party and a other Existing Loan Party for all purposes of the Loan Documents, including the Intercreditor AgreementDocuments shall continue as Obligations hereunder, and (ii) each of this Agreement and the term “Borrower” when used Notes and any other Loan Document (as defined herein) that is amended and restated in the Intercreditor connection with this Agreement in the context of Credit Agreement provisions includes such Borrower is given as the context may requirea substitution of, and (b) agreesnot as a payment of, acknowledges the indebtedness, liabilities and consents to obligations of the matters set forth in the Acknowledgment of and Consent and Agreement to Intercreditor and Collateral Agency Agreement attached to the Intercreditor Agreement as if such Borrower were an original party thereto. Notwithstanding the foregoing, no Designated Borrower that is a Foreign Subsidiary is granting a security interest in its assets to secure any obligations under this Agreement Company or any other Loan Party under the Existing Five-Year Credit Agreement or any Existing Loan Document and 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 Five-Year Credit Agreement or of any of the other Existing Loan Documents or any obligations thereunder. Upon the effectiveness of this Agreement, unless otherwise agreed to and arranged by the Administrative Agent, all Loans (as defined in the Existing Five-Year Credit Agreement) owing and outstanding under the Existing Five-Year Credit Agreement shall be converted to and, subject to conversion after the Closing Date, shall continue as Base Rate Loans hereunder and shall constitute advances hereunder, and all Letters of Credit (as defined in the Existing Five-Year Credit Agreement) outstanding under the Existing Five-Year Credit Agreement and any of the Existing Loan Documents. Each lender party , if any, shall continue as Letters of Credit hereunder; provided that if any Eurodollar Rate Loans (as defined in the Existing Five-Year Credit Agreement) are converted to Base Rate Loans pursuant to this Section 1.01(e) on a day other than the last day of an Interest Period, the Borrowers shall compensate the Lenders holding such Eurodollar Rate Loans (as defined in the Existing Five-Year Credit Agreement) pursuant to Section 3.05 for any loss, cost or expense arising from such conversion on the Closing Date of Eurodollar Rate Loans under (and as defined in) the Existing Five-Year Credit Agreement to Base Rate Loans hereunder; provided further, that on and after the Closing Date, the Applicable Rate and fees applicable to Loans and Letters of Credit hereunder shall apply without regard to any margins or fees otherwise applicable thereto under the Existing Five-Year Credit Agreement prior to the Existing Credit Agreement that is not a party this Agreement Closing Date (which fees and margins applicable prior to the Closing Date shall have been be paid in full with the proceeds of the funding on the Closing Date).