Common use of Amendment Effective Date Clause in Contracts

Amendment Effective Date. The Amendment Effective Date and the Amendment and Restatement effected pursuant to this Agreement shall not become effective until the date on which each of the following conditions is satisfied (or waived in accordance with Section 9.02): (a) The Administrative Agent (or its counsel) shall have received from each party to this Agreement either (i) a counterpart hereof signed on behalf of such party or (ii) written evidence satisfactory to the Administrative Agent (which may include telecopy transmission of a signed signature page) that such party has signed a counterpart of this Agreement. (b) The Administrative Agent shall have received a favorable written opinion (addressed to the Administrative Agent and the Lenders and dated the Amendment Effective Date) of each of (i) Cravath, Swaine & Xxxxx LLP, special New York counsel to the Borrower and the Guarantors, (ii) Lic. Xxxxxxxxx Xxxxxx, General Counsel to the Borrower and the Guarantors, and (iii) Xxxx Xxxxx, Xxxxxxx Xxxxxx, Xxxxxxxx y Xxxxx, S.C., special Mexican counsel to the Borrower and the Guarantors, substantially in the form of Exhibits X-0, X-0 and B-3, respectively. The Borrower requests such counsel to deliver such opinions. (c) The Administrative Agent shall have received a favorable written opinion (addressed to the Administrative Agent and the Lenders and dated the Amendment Effective Date) of each of (i) Xxxxx Xxxx & Xxxxxxxx, special New York counsel to the Administrative Agent and (ii) Xxxxxx & Xxxxx, S.C. special Mexican counsel to the Administrative Agent, substantially in the form of Exhibits C-1 and C-2, respectively, in each case covering such matters relating to the Loan Documents as the Required Lenders may reasonably request. The Borrower requests such counsel to deliver such opinions. (d) The Administrative Agent shall have received such documents and certificates as the Administrative Agent or its counsel may reasonably request relating to (i) the organization, existence and good standing of each Credit Party, (ii) the authorization of the Borrowing hereunder (including the execution and delivery of, and performance by such Credit Party of its obligations under, each Loan Document to which it is a party) and any other transactions contemplated hereby and (iii) any other legal matters relating to the Credit Parties, the Loan Documents or such other transactions, all in form and substance satisfactory to the Administrative Agent and its counsel. (e) The Administrative Agent shall have received a certificate, dated the Amendment Effective Date and signed by the President, a Vice President or an Officer of the Borrower, confirming compliance with the conditions set forth in clauses (l) and (m) of this Section. (f) The Credit Parties shall have paid all fees and other amounts due and payable to the Lender Parties on or before the Amendment Effective Date, including, to the extent invoiced, all out-of-pocket expenses (including reasonable and documented fees, charges and disbursements of counsel for the Administrative Agent and local counsel for the Lenders) required to be reimbursed or paid by any Credit Party under the Loan Documents. (g) The Administrative Agent shall have received (i) the Accession Agreement dated as of September 24, 2004 among the Borrower, the Collateral and Intercreditor Agent, the Grantor Subsidiaries party to the Original Loan Agreement, and the Administrative Agent, as supplemented by the Accession Agreement dated as of February 24, 2005, substantially in the form attached as Exhibit D hereto, duly completed with respect to the Obligations under this Agreement and the Notes and duly executed by the Borrower, the Collateral and Intercreditor Agent, and the Administrative Agent, on behalf of itself and the Lenders, pursuant to this Agreement (together, the “Secured Party Accession Agreement”) and (ii) evidence reasonably satisfactory to it of the satisfaction of the conditions set forth in Section 7.1 the Master Collateral and Intercreditor Agreement with respect to such Obligations being treated as “Secured Obligations” thereunder. (h) The Administrative Agent shall have received certification, substantially in the form of Exhibit F hereto, as to the financial condition and solvency of the Borrower and its Subsidiaries from the Chief Financial Officer of the Borrower. (i) No changes or developments shall have occurred, and no new or additional information, shall have been received or discovered by the Administrative Agent or the Lenders regarding the Borrower and its Subsidiaries after January 31, 2005 as a result of their continuing investigation or otherwise that either individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect. (j) There shall not have occurred a material adverse change in the business, assets, properties, liabilities (actual and contingent), operations, condition (financial or otherwise) or prospects of the Borrower and its Subsidiaries, taken as a whole, since December 31, 2003. (k) CT Corporation System shall have been appointed as Process Agent for the period through the Maturity Date in accordance with Section 9.09(d). (l) The representations and warranties of each Credit Party set forth in the Loan Documents shall be true in all material respects on and as of the Amendment Effective Date. (m) After giving effect to the Amendment and Restatement, no Default shall have occurred and be continuing. (n) The Administrative Agent shall have received the fee referred to in Section 2.07(c) for the accounts of the Existing Lenders. Promptly after the Amendment Effective Date occurs, the Administrative Agent shall notify the Borrower and the Lenders thereof, and such notice shall be conclusive and binding. Notwithstanding the foregoing, the Amendment and Restatement shall not become effective unless each of the foregoing conditions is satisfied (or waived pursuant to Section 9.02) before 5:00 p.m., New York City time, on March 1, 2005.

Amendment Effective Date. The This Amendment shall become effective as of the date first written above (the “Amendment Effective Date and Date”), upon the Amendment and Restatement effected pursuant to this Agreement shall not become effective until the date on which each satisfaction of the following conditions is satisfied (or waived in accordance with Section 9.02):precedent: (a) The Administrative Agent Agent’s receipt of the following, each of which shall be originals, telecopies or other electronic copies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the Borrower, if applicable, each dated the Amendment Effective Date (or, in the case of certificates of governmental officials, a recent date before the Amendment Effective Date and in the case of financial statements, the date or its counsel) shall have received from each party to this Agreement either (i) a counterpart hereof signed on behalf period of such party or (iifinancial statements) written evidence and each in form and substance reasonably satisfactory to the Administrative Agent Agent: (which may include telecopy transmission of a signed signature pagei) that such party has signed a counterpart executed counterparts of this Agreement.Amendment, sufficient in number for distribution to the Administrative Agent, each Lender and Borrower; (bii) The if so requested within three Business Days prior to the Amendment Effective Date, a Note executed by Borrower in favor of each requesting Lender; (iii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of Borrower as the Administrative Agent shall have received may reasonably require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Amendment and the other Loan Documents delivered pursuant to this § 3.1 to which Borrower is a party; (iv) such documents and certifications as the Administrative Agent may reasonably require to evidence that Borrower, General Partner and GP LLC are duly organized or formed, and that Borrower is validly existing and in good standing in its jurisdiction of organization, issued by the appropriate authorities of such jurisdiction; (v) favorable written opinion opinions of (A) Xxxxxxx XxXxx, Esq., General Counsel for Borrower, and (B) Xxxxx Xxxxx L.L.P., special Texas and New York counsel to Borrower, addressed to the Administrative Agent and each Lender; (vi) a certificate signed by a Responsible Officer of Borrower certifying (A) that the Lenders conditions specified in Section 4.02(a) and dated the Amendment Effective Date(b) of each of the Credit Agreement have been satisfied, (iB) Cravaththat there has been no event or circumstance since December 31, Swaine & Xxxxx LLP2016 that has had or could be reasonably expected to have, special New York counsel to either individually or in the aggregate, a Material Adverse Effect and (C) the current Debt Ratings; and (vii) such other assurances, certificates, documents, consents or opinions as the Administrative Agent may reasonably require. (b) All consents, licenses and approvals required in connection with the execution, delivery and performance by Borrower and the Guarantors, (ii) Lic. Xxxxxxxxx Xxxxxx, General Counsel validity against Borrower of this Amendment and each of the other Loan Documents to the Borrower which it is a party shall have been obtained and the Guarantors, shall be in full force and (iii) Xxxx Xxxxx, Xxxxxxx Xxxxxx, Xxxxxxxx y Xxxxx, S.C., special Mexican counsel to the Borrower and the Guarantors, substantially in the form of Exhibits X-0, X-0 and B-3, respectively. The Borrower requests such counsel to deliver such opinionseffect. (c) The Administrative Agent There shall not have received a favorable written opinion (addressed to occurred during the Administrative Agent period from December 31, 2016 through and the Lenders and dated the Amendment Effective Date) of each of (i) Xxxxx Xxxx & Xxxxxxxx, special New York counsel to the Administrative Agent and (ii) Xxxxxx & Xxxxx, S.C. special Mexican counsel to the Administrative Agent, substantially in the form of Exhibits C-1 and C-2, respectively, in each case covering such matters relating to the Loan Documents as the Required Lenders may reasonably request. The Borrower requests such counsel to deliver such opinions. (d) The Administrative Agent shall have received such documents and certificates as the Administrative Agent or its counsel may reasonably request relating to (i) the organization, existence and good standing of each Credit Party, (ii) the authorization of the Borrowing hereunder (including the execution and delivery of, and performance by such Credit Party of its obligations under, each Loan Document to which it is a party) and any other transactions contemplated hereby and (iii) any other legal matters relating to the Credit Parties, the Loan Documents or such other transactions, all in form and substance satisfactory to the Administrative Agent and its counsel. (e) The Administrative Agent shall have received a certificate, dated the Amendment Effective Date and signed by (i) any event or condition that has had or could reasonably be expected, either individually or in the Presidentaggregate, to have a Vice President Material Adverse Effect, or an Officer of the Borrower(ii) any action, confirming compliance with the conditions set forth in clauses (l) and (m) of this Section. (f) The Credit Parties shall have paid all fees and other amounts due and payable to the Lender Parties on suit, investigation, proceeding, claim or before the Amendment Effective Date, includingdispute pending or, to the extent invoiced, all out-of-pocket expenses (including reasonable and documented fees, charges and disbursements knowledge of counsel for the Administrative Agent and local counsel for the Lenders) required to be reimbursed or paid by any Credit Party under the Loan Documents. (g) The Administrative Agent shall have received (i) the Accession Agreement dated as of September 24, 2004 among the Borrower, the Collateral and Intercreditor Agentthreatened in writing, the Grantor Subsidiaries party to the Original Loan Agreementat law, and the Administrative Agentin equity, as supplemented in arbitration or before any Governmental Authority, by the Accession Agreement dated as or against Borrower or any of February 24, 2005, substantially in the form attached as Exhibit D hereto, duly completed with respect to the Obligations under this Agreement and the Notes and duly executed by the Borrower, the Collateral and Intercreditor Agent, and the Administrative Agent, on behalf of itself and the Lenders, pursuant to this Agreement (together, the “Secured Party Accession Agreement”) and (ii) evidence reasonably satisfactory to it of the satisfaction of the conditions set forth in Section 7.1 the Master Collateral and Intercreditor Agreement with respect to such Obligations being treated as “Secured Obligations” thereunder. (h) The Administrative Agent shall have received certification, substantially in the form of Exhibit F hereto, as to the financial condition and solvency of the Borrower and its Subsidiaries from the Chief Financial Officer of the Borrower. (i) No changes or developments shall have occurred, and no new or additional information, shall have been received or discovered by the Administrative Agent or the Lenders regarding the Borrower and its Subsidiaries after January 31, 2005 as a result against any of their continuing investigation properties or otherwise revenues that either individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect. (jd) There Any fees due the Lead Arranger, Administrative Agent or any Lender, including any arrangement fees, agency fees and upfront fees, and any expenses incurred by the Lead Arranger and Administrative Agent, in each case, as agreed in writing by Borrower, required to be paid on or before the Amendment Effective Date shall not have occurred a material adverse change in the business, assets, properties, liabilities (actual and contingent), operations, condition (financial or otherwise) or prospects of the Borrower and its Subsidiaries, taken as a whole, since December 31, 2003been paid. (ke) CT Corporation System Borrower shall have been appointed as Process paid all reasonable fees, charges and disbursements of counsel to the Administrative Agent for to the period through the Maturity Date in accordance with Section 9.09(d). (l) The representations and warranties of each Credit Party set forth in the Loan Documents shall be true in all material respects on and as of extent invoiced prior to the Amendment Effective Date. (m) After giving effect . For purposes of determining compliance with the conditions specified in this §3.1, each Lender that has signed this Amendment shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Amendment and Restatement, no Default shall have occurred and be continuing. (n) The Administrative Agent shall have received notice from such Lender prior to the fee referred to in Section 2.07(c) for the accounts of the Existing Lenders. Promptly after the proposed Amendment Effective Date occurs, specifying its objection thereto and the Administrative Agent shall notify the hereby agrees to promptly provide Borrower and the Lenders thereof, and with a copy of any such notice shall be conclusive and binding. Notwithstanding received by the foregoing, the Amendment and Restatement shall not become effective unless each of the foregoing conditions is satisfied (or waived pursuant to Section 9.02) before 5:00 p.m., New York City time, on March 1, 2005Administrative Agent.

Amendment Effective Date. The Amendment Effective Date amendments to and the Amendment and Restatement effected pursuant to this restatement of the Existing Credit Agreement provided for herein shall not become effective until the date on which each of the following conditions is satisfied (or waived in accordance with Section 9.02): (a) The Administrative Agent (or its counsel) shall have received from each party to this Agreement either (i) a counterpart hereof signed on behalf counterparts of such party this Agreement that, when taken together, bear the signatures of the Borrower and the Required Lenders or (ii) written evidence satisfactory to the Administrative Agent (which may include telecopy transmission of a signed signature pagepages of this Agreement) that such party has the Borrower and the Required Lenders have signed a counterpart counterparts of this Agreement. (b) The Administrative Agent shall have received a favorable written opinion (addressed to the Administrative Agent and the Lenders and dated the Amendment Effective Date) of each of (i) Cravath, Swaine & Xxxxx LLP, special New York counsel to the Borrower and the Guarantors, (ii) Lic. Xxxxxxxxx Xxxxxx, General Counsel to the Borrower and the Guarantors, and (iii) Xxxx Xxxxx, Xxxxxxx Xxxxxx, Xxxxxxxx y Xxxxx, S.C., special Mexican counsel to the Borrower and the Guarantors, substantially in the form of Exhibits X-0, X-0 and B-3, respectively. The Borrower requests such counsel to deliver such opinions. (c) The Administrative Agent shall have received a favorable written opinion (addressed to the Administrative Agent and the Lenders and dated the Amendment Effective Date) of each of (i) Xxxxx Xxxx & Xxxxxxxx, special New York counsel to the Administrative Agent and (ii) Xxxxxx & Xxxxx, S.C. special Mexican counsel to the Administrative Agent, substantially in the form of Exhibits C-1 and C-2, respectively, in each case covering such matters relating to the Loan Documents as the Required Lenders may reasonably request. The Borrower requests such counsel to deliver such opinions. (d) The Administrative Agent shall have received such documents and certificates as the Administrative Agent or its counsel may reasonably request relating to (i) the organization, existence and good standing of each Credit Party, (ii) the authorization of the Borrowing hereunder (including the execution and delivery of, and performance by such Credit Party of its obligations under, each Loan Document to which it is a party) and any other transactions contemplated hereby and (iii) any other legal matters relating to the Credit Parties, the Loan Documents or such other transactions, all in form and substance satisfactory to the Administrative Agent and its counsel. (e) The Administrative Agent shall have received a certificate, dated the Amendment Effective Date and signed by the President, a Vice President or an a Financial Officer of the Borrower, confirming compliance with the conditions set forth in clauses paragraphs (la) and (mb) of this SectionSection 4.02. (fc) The Credit Parties shall have paid all fees and other amounts due and payable to the Lender Parties on or before the Amendment Effective Date, including, to the extent invoiced, all out-of-pocket expenses (including reasonable and documented fees, charges and disbursements of counsel for the Administrative Agent and local counsel for the Lenders) required to be reimbursed or paid by any Credit Party under the Loan Documents. (g) The Administrative Agent shall have received (i) the Accession Agreement dated as of September 24, 2004 among the Borrower, the Collateral and Intercreditor Agent, the Grantor Subsidiaries party to the Original Loan Agreement, and the Administrative Agent, as supplemented by the Accession Agreement dated as of February 24, 2005, substantially in the form attached as Exhibit D hereto, duly completed with respect to the Obligations under this Agreement and the Notes and duly executed by the Borrower, the Collateral and Intercreditor Agent, and the Administrative Agent, on behalf of itself and the Lenders, pursuant to this Agreement (together, the “Secured Party Accession Agreement”) and (ii) evidence reasonably satisfactory to it of the satisfaction of the conditions set forth in Section 7.1 the Master Collateral and Intercreditor Agreement with respect to such Obligations being treated as “Secured Obligations” thereunder. (h) The Administrative Agent shall have received certification, substantially in the form of Exhibit F hereto, as to the financial condition and solvency of the Borrower and its Subsidiaries from the Chief Financial Officer of the Borrower. (i) No changes or developments shall have occurred, and no new or additional information, shall have been received or discovered by the Administrative Agent or the Lenders regarding the Borrower and its Subsidiaries after January 31, 2005 as a result of their continuing investigation or otherwise that either individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect. (j) There shall not have occurred a material adverse change in the business, assets, properties, liabilities (actual and contingent), operations, condition (financial or otherwise) or prospects of the Borrower and its Subsidiaries, taken as a whole, since December 31, 2003. (k) CT Corporation System shall have been appointed as Process Agent for the period through the Maturity Date in accordance with Section 9.09(d). (l) The representations and warranties of each Credit Party set forth in the Loan Documents shall be true in all material respects on Pro Forma Compliance and as of the Amendment Effective Date. (m) After giving effect to the Amendment and Restatement, no Default shall have occurred and be continuing. (nd) The Tritel Transactions shall have been consummated and the Administrative Agent shall have received (i) copies of the executed documentation governing such transactions, each certified by the Secretary or Assistant Secretary of the Borrower as a true and correct copy and (ii) such other documents relating thereto reasonably requested by the Administrative Agent, its counsel or the Lenders. (e) All consents and approvals required to be obtained from any Governmental Authority or other Person in connection with the Tritel Transactions shall have been obtained. (f) The Administrative Agent shall have received an updated Perfection Certificate (giving effect to the fee referred to in Section 2.07(cTritel Transactions and the AT&T Swap) for the accounts of the Existing Lenders. Promptly after dated the Amendment Effective Date occursand signed by an executive officer or Financial Officer of the Borrower, together with all documents and instruments including Uniform Commercial Code financing statements and amendments to financing statements, required by law or reasonably requested by the Administrative Agent to be filed, registered or recorded to create or perfect (or continue to perfect) the Liens intended to be created under the Security Agreement. (a) shall notify the Borrower and the Lenders thereof, and such notice shall be conclusive and binding. Notwithstanding the foregoing, the Amendment and Restatement shall not become effective unless upon the date on which each of the foregoing conditions is contained in paragraphs (a) and (c) of this Section 4.03 are satisfied (or waived pursuant to in accordance with Section 9.02) before 5:00 p.m., New York City time, on March 1, 2005).

Amendment Effective Date. The This Amendment shall become effective as of the date first written above (the “Amendment Effective Date and Date”), upon the Amendment and Restatement effected pursuant to this Agreement shall not become effective until the date on which each satisfaction of the following conditions is satisfied (or waived in accordance with Section 9.02):precedent: (a) The Administrative Agent Agent’s receipt of the following, each of which shall be originals, telecopies or other electronic copies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party, if applicable, each dated the Amendment Effective Date (or, in the case of certificates of governmental officials, a recent date before the Amendment Effective Date and in the case of financial statements, the date or its counsel) shall have received from each party to this Agreement either (i) a counterpart hereof signed on behalf period of such party or (iifinancial statements) written evidence and each in form and substance reasonably satisfactory to the Administrative Agent Agent: (which may include telecopy transmission of a signed signature pagei) that such party has signed a counterpart executed counterparts of this Agreement.Amendment, sufficient in number for distribution to the Administrative Agent, each Lender, each Borrower and PAA; (bii) The such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent shall have received may reasonably require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Amendment and the other Loan Documents delivered pursuant to this § 3.1 to which such Loan Party is a party; (iii) such documents and certifications as the Administrative Agent may reasonably require to evidence that each Loan Party and General Partner is duly organized or formed, and that each Borrower is validly existing and in good standing in its jurisdiction of organization, issued by the appropriate authorities of such jurisdiction; (iv) favorable written opinion opinions of (A) Xxxxxxx XxXxx, Esq., General Counsel for Borrowers and PAA, (B) Xxxxx Xxxxx L.L.P., special Texas and New York counsel to Borrowers and PAA, and (C) Xxxxxxxxx Xxxxx LLP, special Canadian counsel to PMCULC, addressed to the Administrative Agent and each Lender; (v) a certificate signed by a Responsible Officer of the Lenders Company certifying (A) that the conditions specified in Section 4.02(a), (b) and dated (d) of the Credit Agreement have been satisfied (and in the case of said Section 4.02(d), if no Request for Credit Extension is made on the Amendment Effective Date) , then determined in respect to then Outstanding Amount of Obligations, if any, of each of (i) Cravath, Swaine & Xxxxx LLP, special New York counsel to the Borrower and the GuarantorsBorrower), (iiB) Lic. Xxxxxxxxx Xxxxxxthat there has been no event or circumstance since December 31, General Counsel 2016 that has had or could be reasonably expected to have, either individually or in the Borrower and the Guarantorsaggregate, a Material Adverse Effect, and (iiiC) Xxxx Xxxxxthe current PAA Debt Ratings; and (vi) such other assurances, Xxxxxxx Xxxxxxcertificates, Xxxxxxxx y Xxxxxdocuments, S.C.consents or opinions as the Administrative Agent may reasonably require. (b) All consents, special Mexican counsel to licenses and approvals required in connection with the Borrower execution, delivery and performance by each Loan Party and the Guarantors, substantially validity against each Loan Party of this Amendment and each of the other Loan Documents to which it is a party shall have been obtained and shall be in the form of Exhibits X-0, X-0 full force and B-3, respectively. The Borrower requests such counsel to deliver such opinionseffect. (c) The Administrative Agent There shall not have received a favorable written opinion (addressed to occurred during the Administrative Agent period from December 31, 2016 through and the Lenders and dated the Amendment Effective Date) of each of (i) Xxxxx Xxxx & Xxxxxxxx, special New York counsel to the Administrative Agent and (ii) Xxxxxx & Xxxxx, S.C. special Mexican counsel to the Administrative Agent, substantially in the form of Exhibits C-1 and C-2, respectively, in each case covering such matters relating to the Loan Documents as the Required Lenders may reasonably request. The Borrower requests such counsel to deliver such opinions. (d) The Administrative Agent shall have received such documents and certificates as the Administrative Agent or its counsel may reasonably request relating to (i) the organization, existence and good standing of each Credit Party, (ii) the authorization of the Borrowing hereunder (including the execution and delivery of, and performance by such Credit Party of its obligations under, each Loan Document to which it is a party) and any other transactions contemplated hereby and (iii) any other legal matters relating to the Credit Parties, the Loan Documents or such other transactions, all in form and substance satisfactory to the Administrative Agent and its counsel. (e) The Administrative Agent shall have received a certificate, dated the Amendment Effective Date and signed by (i) any event or condition that has had or could reasonably be expected, either individually or in the Presidentaggregate, to have a Vice President Material Adverse Effect, or an Officer of the Borrower(ii) any action, confirming compliance with the conditions set forth in clauses (l) and (m) of this Section. (f) The Credit Parties shall have paid all fees and other amounts due and payable to the Lender Parties on suit, investigation, proceeding, claim or before the Amendment Effective Date, includingdispute pending or, to the extent invoicedknowledge of PAA, all out-of-pocket expenses (including reasonable and documented feesthreatened in writing, charges and disbursements at law, in equity, in arbitration or before any Governmental Authority, by or against PAA or any of counsel for the Administrative Agent and local counsel for the Lenders) required to be reimbursed or paid by any Credit Party under the Loan Documents. (g) The Administrative Agent shall have received (i) the Accession Agreement dated as of September 24, 2004 among the Borrower, the Collateral and Intercreditor Agent, the Grantor Subsidiaries party to the Original Loan Agreement, and the Administrative Agent, as supplemented by the Accession Agreement dated as of February 24, 2005, substantially in the form attached as Exhibit D hereto, duly completed with respect to the Obligations under this Agreement and the Notes and duly executed by the Borrower, the Collateral and Intercreditor Agent, and the Administrative Agent, on behalf of itself and the Lenders, pursuant to this Agreement (together, the “Secured Party Accession Agreement”) and (ii) evidence reasonably satisfactory to it of the satisfaction of the conditions set forth in Section 7.1 the Master Collateral and Intercreditor Agreement with respect to such Obligations being treated as “Secured Obligations” thereunder. (h) The Administrative Agent shall have received certification, substantially in the form of Exhibit F hereto, as to the financial condition and solvency of the Borrower and its Subsidiaries from the Chief Financial Officer of the Borrower. (i) No changes or developments shall have occurred, and no new or additional information, shall have been received or discovered by the Administrative Agent or the Lenders regarding the Borrower and its Subsidiaries after January 31, 2005 as a result against any of their continuing investigation properties or otherwise revenues that either individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect. (j) There shall not have occurred a material adverse change in the business, assets, properties, liabilities (actual and contingent), operations, condition (financial or otherwise) or prospects of the Borrower and its Subsidiaries, taken as a whole, since December 31, 2003. (k) CT Corporation System shall have been appointed as Process Agent for the period through the Maturity Date in accordance with Section 9.09(d). (l) The representations and warranties of each Credit Party set forth in the Loan Documents shall be true in all material respects on and as of the Amendment Effective Date. (m) After giving effect to the Amendment and Restatement, no Default shall have occurred and be continuing. (n) The Administrative Agent shall have received the fee referred to in Section 2.07(c) for the accounts of the Existing Lenders. Promptly after the Amendment Effective Date occurs, the Administrative Agent shall notify the Borrower and the Lenders thereof, and such notice shall be conclusive and binding. Notwithstanding the foregoing, the Amendment and Restatement shall not become effective unless each of the foregoing conditions is satisfied (or waived pursuant to Section 9.02) before 5:00 p.m., New York City time, on March 1, 2005.

Amendment Effective Date. The This Refinancing Amendment shall become effective as of the first date (the “Amendment Effective Date and the Amendment and Restatement effected pursuant to this Agreement shall not become effective until the date Date”) on which each of the following conditions is satisfied (or waived in accordance with Section 9.02):shall have been satisfied: (a) The Lead Arranger and the Administrative Agent (or its counsel) shall have received from each party to this Agreement either (i) a counterpart hereof signed on behalf signature page of such party or this Refinancing Amendment duly executed by each of the Borrower, the Administrative Agent and each Additional Tranche B-7 Lender and (ii) written evidence satisfactory to the Administrative Agent (which may include telecopy transmission of a signed signature page) that such party has signed a counterpart of this AgreementLender Addendum executed and delivered by each Continuing Tranche B-7 Lender. (b) The conditions set forth in Sections 4.03(a) and (b) of the Credit Agreement shall be satisfied on and as of the Amendment Effective Date, and the Lead Arranger and the Administrative Agent shall have received a certificate (in form and substance reasonably acceptable to the Lead Arranger and the Administrative Agent), dated as of the Amendment Effective Date and signed by a Responsible Officer of the Borrower, to such effect. (c) The representations and warranties set forth in Sections 4(b) and 4(c) of this Refinancing Amendment shall be true and correct in all respects on and as of the Amendment Effective Date, and the Lead Arranger and the Administrative Agent shall have received a certificate (in form and substance reasonably acceptable to the Lead Arranger Administrative Agent), dated as of the Amendment Effective Date and signed by a Financial Officer of the Borrower, certifying as to such representations and warranties. (d) The Lead Arranger and the Administrative Agent shall have received the favorable written opinion legal opinions of (i) Freshfields Bruckhaus Xxxxxxxx US LLP, New York counsel to the Loan Parties, and (ii) Xxxx X. Xxxxxxxx, Esq., general counsel of the Borrower, in each case addressed to the Tranche B-7 Lenders, the Administrative Agent and the Lenders Collateral Agent and dated the Amendment Effective Date) of each of (i) Cravath, Swaine & Xxxxx LLP, special New York counsel which opinions shall be in form and substance reasonably satisfactory to the Borrower Lead Arranger and the Guarantors, (ii) Lic. Xxxxxxxxx Xxxxxx, General Counsel to the Borrower and the Guarantors, and (iii) Xxxx Xxxxx, Xxxxxxx Xxxxxx, Xxxxxxxx y Xxxxx, S.C., special Mexican counsel to the Borrower and the Guarantors, substantially in the form of Exhibits X-0, X-0 and B-3, respectivelyAdministrative Agent. The Borrower hereby requests such counsel to deliver such opinions. (ce) The Lead Arranger and the Administrative Agent shall have received a favorable written opinion (addressed to Borrowing Request in respect of the Administrative Agent and Tranche B-7 Term Loans, which shall be in compliance with the Lenders and dated notice requirements set forth in Section 2.03 of the Amendment Effective Date) of each of (i) Xxxxx Xxxx & Xxxxxxxx, special New York counsel to the Administrative Agent and (ii) Xxxxxx & Xxxxx, S.C. special Mexican counsel to the Administrative Agent, substantially in the form of Exhibits C-1 and C-2, respectively, in each case covering such matters relating to the Loan Documents Credit Agreement as the Required Lenders may reasonably request. The Borrower requests such counsel to deliver such opinionsamended hereby. (df) The Lead Arranger and the Administrative Agent shall have received such documents and certificates as the Lead Arranger, the Administrative Agent or its their counsel may reasonably request relating to (i) the organization, existence and good standing of each Credit Loan Party, (ii) the authorization of the Borrowing hereunder (including the execution and execution, delivery of, and performance by such of this Refinancing Amendment, the performance of the Credit Party of its obligations under, Agreement and each other applicable Loan Document to which it is a party) and any other transactions contemplated hereby and (iii) any other legal matters relating to the Credit Parties, Wireline Companies or the Loan Documents or such other transactionsDocuments, all in form and substance reasonably satisfactory to the Lead Arranger, the Administrative Agent and their counsel. (g) Each Loan Party not a party hereto shall have entered into a reaffirmation agreement in form and substance reasonably satisfactory to the Lead Arranger and the Administrative Agent. (h) The Borrower shall have paid (i) to the Administrative Agent and its counsel. for the account of each Tranche B-7 Lender an upfront fee (ewhich fee may, at the election of the Lead Arranger, be structured as original issue discount) The Administrative Agent shall have received a certificate, dated (the “Upfront Fee”) in an amount equal to 0.50% of the principal amount of Tranche B-7 Term Loans made or held by such Tranche B-7 Lender on the Amendment Effective Date immediately after giving effect to this Refinancing Amendment and signed by the Presidenttransactions contemplated hereby, a Vice President or an Officer of which Upfront Fee shall be fully earned and due and payable on the BorrowerAmendment Effective Date, confirming compliance with the conditions set forth in clauses (l) and (mii) of this Section. (f) The Credit Parties shall have paid all other fees and other amounts due and payable pursuant to this Refinancing Amendment and/or any letter agreements or fee letters by and between the Lender Parties on or before Borrower and the Amendment Effective DateLead Arranger (collectively, “Engagement Letter”), including, to the extent invoiced, all reimbursement or payment of documented and reasonable out-of-pocket expenses (including reasonable in connection with this Refinancing Amendment and documented fees, charges any other out-of-pocket expenses of the Lead Arranger and disbursements of counsel for the Administrative Agent and local counsel for the Lenders) required to be paid or reimbursed pursuant to the Credit Agreement or paid by any Credit Party under the Loan Documents. (g) The Engagement Letter; provided that it is understood and agreed that the Additional Tranche B-7 Lenders may net the fees and expenses described in this paragraph from the proceeds of the Additional Tranche B-7 Term Loans prior to providing such proceeds to the Administrative Agent shall have received (i) the Accession Agreement dated as of September 24, 2004 among the Borrower, the Collateral and Intercreditor Agent, the Grantor Subsidiaries party for distribution to the Original Loan Agreement, and the Administrative Agent, as supplemented by the Accession Agreement dated as of February 24, 2005, substantially in the form attached as Exhibit D hereto, duly completed with respect to the Obligations under this Agreement and the Notes and duly executed by the Borrower, the Collateral and Intercreditor Agent, and the Administrative Agent, on behalf of itself and the Lenders, pursuant to this Agreement (together, the “Secured Party Accession Agreement”) and (ii) evidence reasonably satisfactory to it of the satisfaction of the conditions set forth in Section 7.1 the Master Collateral and Intercreditor Agreement with respect to such Obligations being treated as “Secured Obligations” thereunder. (h) The Administrative Agent shall have received certification, substantially in the form of Exhibit F hereto, as to the financial condition and solvency of the Borrower and its Subsidiaries from the Chief Financial Officer of the Borrower. (i) No changes or developments The Tranche B-7 Lenders shall have occurredreceived, no later than three Business Days prior to the Amendment Effective Date, all documentation and no new or additional informationother information about the Borrower and the Guarantors as has been reasonably requested by the Lead Arranger, shall have been received or discovered by the Administrative Agent or any Tranche B-7 Lender that such Person reasonably determines is required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the Lenders regarding the Borrower and its Subsidiaries after January 31Act, 2005 as a result of their continuing investigation or otherwise that either individually or has been reasonably requested at least five Business Days in the aggregate, could reasonably be expected to have a Material Adverse Effect. (j) There shall not have occurred a material adverse change in the business, assets, properties, liabilities (actual and contingent), operations, condition (financial or otherwise) or prospects of the Borrower and its Subsidiaries, taken as a whole, since December 31, 2003. (k) CT Corporation System shall have been appointed as Process Agent for the period through the Maturity Date in accordance with Section 9.09(d). (l) The representations and warranties of each Credit Party set forth in the Loan Documents shall be true in all material respects on and as advance of the Amendment Effective Date. (mj) After giving effect to The prepayment of (i) the Amendment Existing Tranche B-5 Term Loans of the Non-Continuing Tranche B-5 Lenders and Restatement(ii) the Non-Allocated Existing Term Loans of the Continuing Tranche B-7 Lenders, no Default in each case, shall have occurred and be continuing. been consummated or, substantially concurrently with the incurrence (nor continuation) The Administrative Agent shall have received the fee referred to in Section 2.07(c) for the accounts of the Existing LendersTranche B-7 Term Loans, shall be consummated. Promptly after the Amendment Effective Date occurs, the The Administrative Agent shall notify the Borrower and the Tranche B-7 Lenders thereof, of the Amendment Effective Date and such notice shall be conclusive and binding. Notwithstanding the foregoing, the Amendment and Restatement shall not become effective unless each of the foregoing conditions is satisfied (or waived pursuant to Section 9.02) before 5:00 p.m., New York City time, on March 1, 2005.

Amendment Effective Date. The This First Amendment shall become effective as of the date, on or before September 30, 1996 (the "First Amendment Effective Date and the Amendment and Restatement effected pursuant to this Agreement shall not become effective until the date on which Date") when each of the following conditions is satisfied (or waived in accordance with Section 9.02):shall have been satisfied: (a) The Administrative Agent (or its counsel) Lender shall have received from each party to this Agreement either (i) a counterpart hereof signed on behalf of such party or (ii) written evidence satisfactory to the Administrative Agent (which may include telecopy transmission of a signed signature page) that such party has signed a counterpart of this Agreement. (b) The Administrative Agent shall have received a favorable written opinion (addressed to the Administrative Agent and the Lenders and dated the Amendment Effective Date) of each of (i) Cravath, Swaine & Xxxxx LLP, special New York counsel to the Borrower and the Guarantors, (ii) Lic. Xxxxxxxxx Xxxxxx, General Counsel to the Borrower and the Guarantors, and (iii) Xxxx Xxxxx, Xxxxxxx Xxxxxx, Xxxxxxxx y Xxxxx, S.C., special Mexican counsel to the Borrower and the Guarantors, substantially in the form of Exhibits X-0, X-0 and B-3, respectively. The Borrower requests such counsel to deliver such opinions. (c) The Administrative Agent shall have received a favorable written opinion (addressed to the Administrative Agent and the Lenders and dated the Amendment Effective Date) of each of (i) Xxxxx Xxxx & Xxxxxxxx, special New York counsel to the Administrative Agent and (ii) Xxxxxx & Xxxxx, S.C. special Mexican counsel to the Administrative Agent, substantially in the form of Exhibits C-1 and C-2, respectivelyfollowing documents, in each case covering in form and substance satisfactory to Lender: (i) counterparts hereof executed by each Borrower, Holdings, and Lender; (ii) an Amendatory Agreement in substantially the form of Annex D attached hereto and made a part hereof; (iii) UCC amendment statements with respect to each UCC-1 financing statement delivered to Lender as of the Closing Date from the Company and Xxxxxxxxxx International (exclusive of any such matters relating UCC-1 financing statements filed or recorded in the State of Texas), giving effect to the amendments, pursuant to the Amendatory Agreement referred to in the immediately preceding clause (ii), to the Borrower Junior Security Agreements executed by the Company and Xxxxxxxxxx International; (A) stock certificate(s) representing 100% of the Capital Stock of Finsub, together with stock powers (executed in blank) therefor shall have been delivered to the Revolving Credit Agent, (B) all subordinated promissory notes issued to the Company and Xxxxxxxxxx International pursuant to the Permitted Receivables Transaction Documents, endorsed in blank, shall have been delivered to the Revolving Credit Agent, (C) replacements for the applicable exhibits to the Borrower Junior Pledge Agreements executed by the Company and Xxxxxxxxxx International reflecting the pledge of the property described in subclauses (A) and (B) above, and (D) an acknowledgement of pledge executed by Finsub; (v) (A) a Junior Pledge Agreement executed by Pegasus, in substantially the form of Exhibit D to the Loan Documents as Agreement, (B) stock certificate(s) representing 100% of the Required Lenders may reasonably request. The Borrower requests such counsel Capital Stock of Finsub2, together with stock powers (executed in blank) therefor shall have been delivered to deliver such opinions.the Revolving Credit Agent, and (C) an acknowledgement of pledge executed by Finsub2; (dvi) The Administrative Agent shall a fully executed copy of the Permitted Receivables Intercreditor Agreement; (vii) a copy of each of the Permitted Receivables Transaction Documents, certified as of the First Amendment Effective Date by the Secretary or an Assistant Secretary of the Company (A) to be a true, correct and complete copy of each such document and (B) not to have received been amended or rescinded; (viii) a copy of each of the Multicurrency Loan Documents, certified as of the First Amendment Effective Date by the Secretary or an Assistant Secretary of Pegasus (A) to be a true, correct and complete copy of each such documents document and certificates as (B) not to have been amended or rescinded; (ix) a certificate of the Administrative Agent chief executive officer, chief financial officer or its counsel may reasonably request relating treasurer of the Company executed and delivered on behalf of the Borrowers certifying that all conditions precedent required to be satisfied by Holdings, the Company, the other Borrowers or any Subsidiary Guarantor for the effectiveness of this First Amendment have been satisfied; (ix) a certificate of the Secretary or Assistant Secretary of Holdings, each Borrower, Finsub and Finsub2 dated the First Amendment Effective Date certifying (A) the organization, existence names and good standing of each Credit Party, (ii) the authorization true signatures of the Borrowing hereunder (including incumbent officers of such Persons authorized to sign this Amendment and the execution and delivery of, and performance by such Credit Party of its obligations under, each Loan Document other Transaction Documents executed in connection with this Amendment to which it is a party, (B) the By-laws of such Person as in effect on the date of such certification, (C) the resolutions of such Person's Board of Directors approving and any authorizing the execution, delivery and performance of this Amendment and the other transactions contemplated hereby Transaction Documents executed in connection with this Amendment to which it is a party and (iiiD) any other legal matters relating to the Credit PartiesArticles or Certificate of Incorporation, the Loan Documents or such other transactions, all in form and substance satisfactory to the Administrative Agent and its counsel. (e) The Administrative Agent shall have received a certificate, dated the Amendment Effective Date and signed certified by the Presidentapplicable Government Authority, a Vice President if not previously delivered to Lender, or an Officer that there have been no changes in the Certificate or Articles of Incorporation of such Person since the date of the Borrower, confirming compliance with the conditions set forth in clauses (l) and (m) of this Section. (f) The Credit Parties shall have paid all fees and other amounts due and payable to the Lender Parties on or before the Amendment Effective Date, including, to the extent invoiced, all out-of-pocket expenses (including reasonable and documented fees, charges and disbursements of counsel for the Administrative Agent and local counsel for the Lenders) required to be reimbursed or paid by any Credit Party under the Loan Documents. (g) The Administrative Agent shall have received (i) the Accession Agreement dated as of September 24, 2004 among the Borrower, the Collateral and Intercreditor Agent, the Grantor Subsidiaries party to the Original Loan Agreement, and the Administrative Agent, as supplemented most recent certification thereof by the Accession Agreement dated as Secretary of February 24, 2005, substantially in the form attached as Exhibit D hereto, duly completed with respect to the Obligations under this Agreement and the Notes and duly executed by the Borrower, the Collateral and Intercreditor Agent, and the Administrative Agent, on behalf of itself and the Lenders, pursuant to this Agreement (together, the “Secured Party Accession Agreement”) and (ii) evidence reasonably satisfactory to it State of the satisfaction of the conditions set forth in Section 7.1 the Master Collateral and Intercreditor Agreement with respect applicable State delivered to such Obligations being treated as “Secured Obligations” thereunder. (h) The Administrative Agent shall have received certification, substantially in the form of Exhibit F hereto, as to the financial condition and solvency of the Borrower and its Subsidiaries from the Chief Financial Officer of the Borrower. (i) No changes or developments shall have occurred, and no new or additional information, shall have been received or discovered by the Administrative Agent or the Lenders regarding the Borrower and its Subsidiaries after January 31, 2005 as a result of their continuing investigation or otherwise that either individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect. (j) There shall not have occurred a material adverse change in the business, assets, properties, liabilities (actual and contingent), operations, condition (financial or otherwise) or prospects of the Borrower and its Subsidiaries, taken as a whole, since December 31, 2003. (k) CT Corporation System shall have been appointed as Process Agent for the period through the Maturity Date in accordance with Section 9.09(d). (l) The representations and warranties of each Credit Party set forth in the Loan Documents shall be true in all material respects on and as of the Amendment Effective Date. (m) After giving effect to the Amendment and Restatement, no Default shall have occurred and be continuing. (n) The Administrative Agent shall have received the fee referred to in Section 2.07(c) for the accounts of the Existing Lenders. Promptly after the Amendment Effective Date occurs, the Administrative Agent shall notify the Borrower and the Lenders thereof, and such notice shall be conclusive and binding. Notwithstanding the foregoing, the Amendment and Restatement shall not become effective unless each of the foregoing conditions is satisfied (or waived pursuant to Section 9.02) before 5:00 p.m., New York City time, on March 1, 2005.Lender;

Amendment Effective Date. The This Amendment shall become effective as of the first date (the “Amendment Effective Date and the Amendment and Restatement effected pursuant to this Agreement shall not become effective until the date Date”) on which each of the following conditions is satisfied (or waived in accordance with Section 9.02):shall have been satisfied: (a) The Administrative Agent (or its counsel) This Amendment shall have received from been duly executed by each party to this Agreement either (i) a counterpart hereof signed on behalf of such party or (ii) written evidence satisfactory to the Administrative Agent (which may include telecopy transmission of a signed signature page) that such party has signed a counterpart of this AgreementBorrower and the Lender. (b) The Administrative Agent No Default or Event of Default shall exist or have received a favorable written opinion occurred and be continuing (addressed after giving effect to the Administrative Agent and the Lenders and dated the Amendment Effective Date) provisions of each of (i) Cravath, Swaine & Xxxxx LLP, special New York counsel to the Borrower and the Guarantors, (ii) Lic. Xxxxxxxxx Xxxxxx, General Counsel to the Borrower and the Guarantors, and (iii) Xxxx Xxxxx, Xxxxxxx Xxxxxx, Xxxxxxxx y Xxxxx, S.C., special Mexican counsel to the Borrower and the Guarantors, substantially in the form of Exhibits X-0, X-0 and B-3, respectively. The Borrower requests such counsel to deliver such opinionsthis Amendment). (c) The Administrative Agent representations and warranties of each Loan Parties contained in this Amendment and each other Loan Documents shall have received be true and correct in all material respects (or, if such representation or warranty is subject to a favorable written opinion (addressed to the Administrative Agent materiality or Material Adverse Effect qualification, in all respects) on and the Lenders and dated as of the Amendment Effective Date) of each of (i) Xxxxx Xxxx & Xxxxxxxx, special New York counsel except to the Administrative Agent extent that such representation and (ii) Xxxxxx & Xxxxx, S.C. special Mexican counsel warranties specifically refer to the Administrative Agent, substantially in the form of Exhibits C-1 and C-2, respectivelyan earlier date, in each which case covering they shall be true and correct in all material respects (or, if such matters relating representation or warranty is subject to the Loan Documents a materiality or Material Adverse Effect qualification, in all respects) as the Required Lenders may reasonably request. The Borrower requests of such counsel to deliver such opinionsearlier date. (d) The Administrative Agent Lender shall have received such customary certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of the Borrower as the Lender may require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with the Loan Documents. (e) The Lender shall have received such other documents and certificates (including Organizational Documents and good standing certificates) as the Administrative Agent or its counsel Lender may reasonably request relating to (i) the solvency, organization, existence and good standing of each Credit Party, (ii) the authorization of the Borrowing hereunder (including the execution Borrower and delivery of, and performance by such Credit Party of its obligations under, each Loan Document to which it is a party) and any other transactions contemplated hereby and (iii) any other legal matters relating to the Credit PartiesBorrower, the Loan Documents or such other transactionsthe transactions contemplated thereby. (f) The Lender shall have received an opinion of Xxxxxx and Xxxxxxx LLP, all counsel to the Borrower, addressed to the Lender and dated the Amendment Effective Date, in form and substance reasonably satisfactory to the Administrative Agent Lender (and its counselthe Borrower hereby instructs such counsel to deliver such opinion to such Persons). (eg) The Administrative Agent Borrower shall have paid (i) all fees, costs and expenses to the extent that statements for such expenses shall have been delivered to the Borrower on or prior to the Amendment Effective Date (including all such legal fees and expenses of Xxxxxx, Xxxx & Xxxxxxxx LLP in connection herewith). (h) The Lender shall have received (i) confirmation from the Borrower that all consents needed under the Existing Loan Documents have been obtained and (ii) evidence of executed modifications and amendments to and/or consents under the SPAC Agreement in form and substance reasonably satisfactory the Lender. (i) The Lender shall have received a certificate, dated the Amendment Effective Date and signed by the President, a Vice President or an Responsible Officer of the Borrower, confirming compliance with the conditions set forth in clauses (l) and (m) of this Section. (f) The Credit Parties shall have paid all fees and other amounts due and payable to the Lender Parties on or before the Amendment Effective Date, including, to the extent invoiced, all out-of-pocket expenses (including reasonable and documented fees, charges and disbursements of counsel for the Administrative Agent and local counsel for the Lenders) required to be reimbursed or paid by any Credit Party under the Loan Documents. (g) The Administrative Agent shall have received (i) the Accession Agreement dated as of September 24, 2004 among the Borrower, the Collateral and Intercreditor Agent, the Grantor Subsidiaries party to the Original Loan Agreement, and the Administrative Agent, as supplemented by the Accession Agreement dated as of February 24, 2005, substantially in the form attached as Exhibit D hereto, duly completed with respect to the Obligations under this Agreement and the Notes and duly executed by the Borrower, the Collateral and Intercreditor Agent, and the Administrative Agent, on behalf of itself and the Lenders, pursuant to this Agreement (together, the “Secured Party Accession Agreement”) and (ii) evidence reasonably satisfactory to it of the satisfaction of the conditions set forth in this Section 7.1 and compliance with the Master Collateral and Intercreditor Agreement with respect to such Obligations being treated as “Secured Obligations” thereunder. (h) The Administrative Agent shall have received certification, substantially in the form of Exhibit F hereto, as to the financial condition and solvency of the Borrower and its Subsidiaries from the Chief Financial Officer of the Borrower. (i) No changes or developments shall have occurred, and no new or additional information, shall have been received or discovered by the Administrative Agent or the Lenders regarding the Borrower and its Subsidiaries after January 31, 2005 as a result of their continuing investigation or otherwise that either individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect. (j) There shall not have occurred a material adverse change in the business, assets, properties, liabilities (actual and contingent), operations, condition (financial or otherwise) or prospects of the Borrower and its Subsidiaries, taken as a whole, since December 31, 2003. (k) CT Corporation System shall have been appointed as Process Agent for the period through the Maturity Date in accordance with Section 9.09(d). (l) The representations and warranties of each Credit Party conditions set forth in the Loan Documents shall be true in all material respects on and as of the Amendment Effective Dateherein. (m) After giving effect to the Amendment and Restatement, no Default shall have occurred and be continuing. (n) The Administrative Agent shall have received the fee referred to in Section 2.07(c) for the accounts of the Existing Lenders. Promptly after the Amendment Effective Date occurs, the Administrative Agent shall notify the Borrower and the Lenders thereof, and such notice shall be conclusive and binding. Notwithstanding the foregoing, the Amendment and Restatement shall not become effective unless each of the foregoing conditions is satisfied (or waived pursuant to Section 9.02) before 5:00 p.m., New York City time, on March 1, 2005.

Amendment Effective Date. The Amendment Effective Date and (a) the Amendment and Restatement effected pursuant to this Agreement Agent shall not become effective until the date on which have received each of the following conditions is satisfied (or waived documents, in accordance with Section 9.02):each case in form and substance reasonably satisfactory to the Agent: (a) The Administrative Agent (or its counsel) shall have received from each party to this Agreement either (i) counterparts hereof executed by each Borrower, each Parent Guarantor, the Agent and each Revolving Credit Lender identified on Annex I to the Credit Agreement (after giving effect to this First Amendment) and the Majority Term Loan Lenders; (ii) to the extent necessary in connection with any reallocation of the Revolving Credit Commitments or Term Loan Outstandings, (A) replacement Revolving Credit Notes or Term Notes, executed by the applicable Borrower and in substantially the form of Exhibit I or Exhibit M, as the case may be and (B) any necessary --------- --------- assignment agreements relating to such reallocation; (iii) a counterpart hereof signed certificate of the Secretary or Assistant Secretary of each Credit Party certifying (A) the resolutions of the Board of Directors of such Credit Party authorizing, to the extent applicable, the issuance or guaranty of the Senior Subordinated Notes and the execution, delivery and performance of this First Amendment, (B) the names, incumbency and signatures of the officers of such Credit Party authorized to execute, deliver and perform the Credit Documents (including any officers which may be executing Credit Documents in connection with an Acquisition) and (C) the accuracy and completeness of the Governing Documents delivered to the Agent, the Issuing Banks and the Lenders prior to the Amendment Effective Date, attaching thereto any and all amendments and modifications of such Governing Documents not previously delivered to such parties; (iv) a certificate of the chief executive officer or a Financial Officer of each Credit Party executed and delivered on behalf of such party or (ii) written evidence satisfactory Credit Party certifying that all conditions precedent to the Administrative Agent (which may include telecopy transmission of a signed signature page) that such party has signed a counterpart effectiveness of this First Amendment (other than conditions within the control of the Agent and the Lenders) have been met (or, concurrently with the Amendment Effective Date, will be met), all representations and warranties made in this First Amendment are true and correct and (after giving effect to this First Amendment) no Default or Event of Default has occurred and is continuing; (v) a Solvency Certificate for the Credit Parties, on a combined basis, executed by a Financial Officer of each Credit Party , giving effect to this First Amendment and the issuance and guaranty of the Senior Subordinated Notes; (vi) certified copies of the Senior Subordinated Note Indenture and the offering memorandum and prospectus for the Senior Subordinated Notes; (vii) a funds flow memorandum certified by a Financial Officer of each Credit Party with respect to the proceeds of the Senior Subordinated Notes and the payment of transaction costs related thereto; (viii) an opinion of Xxxxxx & Xxxxxxx, special counsel to the Credit Parties, with respect to this First Amendment, non- contravention of the Credit Agreement, as amended by this First Amendment, with the Senior Subordinated Note Indenture and such other matters as the Agent may reasonably request; (ix) to the extent similar opinions are delivered in connection with the issuance and guaranty of the Senior Subordinated Notes, opinions of Texas, Mississippi and Alabama counsel to the Credit Parties, with respect to this First Amendment and such other matters as the Agent may reasonably request; and (x) such additional documentation as the Agent may reasonably request. (b) The Administrative Agent RSC shall have received a favorable written opinion (addressed issued the Senior Subordinated Notes in an aggregate principal amount of at least $150,000,000, the net proceeds of which shall have been paid to the Administrative Agent and Agent, for the Lenders and dated benefit of the Amendment Effective Date) Revolving Credit Lenders, for application on the outstanding principal amount of each of (i) Cravath, Swaine & Xxxxx LLP, special New York counsel to the Borrower and the Guarantors, (ii) Lic. Xxxxxxxxx Xxxxxx, General Counsel to the Borrower and the Guarantors, and (iii) Xxxx Xxxxx, Xxxxxxx Xxxxxx, Xxxxxxxx y Xxxxx, S.C., special Mexican counsel to the Borrower and the Guarantors, substantially in the form of Exhibits X-0, X-0 and B-3, respectively. The Borrower requests such counsel to deliver such opinionsRevolving Loans. (c) The Administrative Agent shall have received a favorable written opinion (addressed to the Administrative Agent and the Lenders and dated the Amendment Effective Date) No law, regulation, order, judgment or decree of each of (i) Xxxxx Xxxx & Xxxxxxxx, special New York counsel to the Administrative Agent and (ii) Xxxxxx & Xxxxx, S.C. special Mexican counsel to the Administrative Agent, substantially in the form of Exhibits C-1 and C-2, respectively, in each case covering such matters relating to the Loan Documents as the Required Lenders may reasonably request. The Borrower requests such counsel to deliver such opinions. (d) The Administrative Agent shall have received such documents and certificates as the Administrative Agent or its counsel may reasonably request relating to (i) the organization, existence and good standing of each Credit Party, (ii) the authorization of the Borrowing hereunder (including the execution and delivery of, and performance by such Credit Party of its obligations under, each Loan Document to which it is a party) and any other transactions contemplated hereby and (iii) any other legal matters relating to the Credit Parties, the Loan Documents or such other transactions, all in form and substance satisfactory to the Administrative Agent and its counsel. (e) The Administrative Agent shall have received a certificate, dated the Amendment Effective Date and signed by the President, a Vice President or an Officer of the Borrower, confirming compliance with the conditions set forth in clauses (l) and (m) of this Section. (f) The Credit Parties shall have paid all fees and other amounts due and payable to the Lender Parties on or before the Amendment Effective Date, including, to the extent invoiced, all out-of-pocket expenses (including reasonable and documented fees, charges and disbursements of counsel for the Administrative Agent and local counsel for the Lenders) required to be reimbursed or paid by any Credit Party under the Loan Documents. (g) The Administrative Agent shall have received (i) the Accession Agreement dated as of September 24, 2004 among the Borrower, the Collateral and Intercreditor Agent, the Grantor Subsidiaries party to the Original Loan AgreementGovernmental Authority shall, and the Administrative AgentAgent shall not have received any notice that litigation is pending or threatened which is likely to, as supplemented enjoin, prohibit or restrain the issuance of the Senior Subordinated Notes or the transactions contemplated by the Accession Agreement dated as of February 24this First Amendment, 2005except for such laws, substantially regulations, orders or decrees, or pending or threatened litigation that in the form attached as Exhibit D hereto, duly completed with respect to the Obligations under this Agreement and the Notes and duly executed by the Borrower, the Collateral and Intercreditor Agent, and the Administrative Agent, on behalf of itself and the Lenders, pursuant to this Agreement (together, the “Secured Party Accession Agreement”) and (ii) evidence reasonably satisfactory to it of the satisfaction of the conditions set forth in Section 7.1 the Master Collateral and Intercreditor Agreement with respect to such Obligations being treated as “Secured Obligations” thereunder. (h) The Administrative Agent shall have received certification, substantially in the form of Exhibit F hereto, as to the financial condition and solvency of the Borrower and its Subsidiaries from the Chief Financial Officer of the Borrower. (i) No changes or developments shall have occurred, and no new or additional information, shall have been received or discovered by the Administrative Agent or the Lenders regarding the Borrower and its Subsidiaries after January 31, 2005 as a result of their continuing investigation or otherwise that either individually or in the aggregate, aggregate could not reasonably be expected to have result in a Material Adverse Effect. (jd) There shall not have occurred a material adverse change in All Fees, and all Expenses as to which the business, assets, properties, liabilities (actual and contingent), operations, condition (financial or otherwise) or prospects of the Borrower and its Subsidiaries, taken as a whole, since December 31, 2003. (k) CT Corporation System shall have been appointed as Process Agent for the period through the Maturity Date in accordance with Section 9.09(d). (l) The representations and warranties of each Credit Party set forth in the Loan Documents shall be true in all material respects on and as of the Amendment Effective Date. (m) After giving effect to the Amendment and Restatement, no Default shall have occurred and be continuing. (n) The Administrative Agent shall Parties have received the fee referred to an invoice, in Section 2.07(c) for the accounts of the Existing Lenders. Promptly after each case which are payable on or before the Amendment Effective Date occurs, the Administrative Agent shall notify the Borrower and the Lenders thereof, and such notice shall be conclusive and binding. Notwithstanding the foregoing, the Amendment and Restatement shall not become effective unless each of the foregoing conditions is satisfied (or waived pursuant to Section 9.02) before 5:00 p.m., New York City time, on March 1, 2005have been paid.

Amendment Effective Date. The This Amendment Effective Date and the Amendment and Restatement effected pursuant to this Agreement shall not become effective until as of the date on which each of the following conditions is satisfied (or waived in accordance with Section 9.02):first written above, when and only when (a) The Administrative Agent (or its counsel) shall have received from each party to this Agreement either (i) a counterpart hereof signed on behalf of such party or (ii) written evidence satisfactory to the Administrative Agent shall have received, at Administrative Agent's office (which may include telecopy transmission of a signed signature pageA) that such party has signed a counterpart of this Amendment executed and delivered by US Borrower, Term Borrower, Canadian Revolver Borrower, Plains MLP, All American and Majority Lenders which are parties to the Original Agreement., and consented to by each Guarantor, (B) a contemporaneous amendment to the Marketing Credit Agreement, amending (I) certain restrictions on the incurrence of Indebtedness by Restricted Persons so as to permit the Term-B Loans, (II) certain financial covenants on the same terms and conditions set forth herein, and (III) various other provisions therein consistent with the amendments set forth herein, in form and substance acceptable to Administrative Agent, executed and delivered by such Persons so as to make such amendment effective; (bA) The In consideration hereof, US Borrower shall have paid to Administrative Agent for the account of each Lender, other than Term-B Lenders, executing and delivering this Amendment an amendment fee in immediately available funds equal to one-twentieth of one percent (0.05%) of each such Lender's Commitment; provided, with respect to any such Lender's US Commitment, such fee shall be based upon the US Commitment as reduced pursuant to Section 2.8 hereof, and (B) US Borrower shall have paid all other fees required to be paid to Administrative Agent or any Lender pursuant to any Loan Documents, including fees and expenses of Thompson & Knight LLP, counsel to Administrative Agent; and (iii) Administrative Agent shall have additionally received a favorable written opinion all of the following documents, each document (addressed to the Administrative Agent and the Lenders and unless otherwise indicated) being dated the Amendment Effective Date) date of each of (i) Cravath, Swaine & Xxxxx LLP, special New York counsel to the Borrower and the Guarantors, (ii) Lic. Xxxxxxxxx Xxxxxx, General Counsel to the Borrower and the Guarantors, and (iii) Xxxx Xxxxx, Xxxxxxx Xxxxxx, Xxxxxxxx y Xxxxx, S.C., special Mexican counsel to the Borrower and the Guarantors, substantially in the form of Exhibits X-0, X-0 and B-3, respectively. The Borrower requests such counsel to deliver such opinions. (c) The Administrative Agent shall have received a favorable written opinion (addressed to the Administrative Agent and the Lenders and dated the Amendment Effective Date) of each of (i) Xxxxx Xxxx & Xxxxxxxx, special New York counsel to the Administrative Agent and (ii) Xxxxxx & Xxxxx, S.C. special Mexican counsel to the receipt thereof by Administrative Agent, substantially in the form of Exhibits C-1 duly authorized, executed and C-2, respectively, in each case covering such matters relating to the Loan Documents as the Required Lenders may reasonably request. The Borrower requests such counsel to deliver such opinions. (d) The Administrative Agent shall have received such documents and certificates as the Administrative Agent or its counsel may reasonably request relating to (i) the organization, existence and good standing of each Credit Party, (ii) the authorization of the Borrowing hereunder (including the execution and delivery ofdelivered, and performance by such Credit Party of its obligations under, each Loan Document to which it is a party) and any other transactions contemplated hereby and (iii) any other legal matters relating to the Credit Parties, the Loan Documents or such other transactions, all in form and substance satisfactory to the Administrative Agent and its counsel. (e) The Administrative Agent shall have received a certificate, dated the Amendment Effective Date and signed by the President, a Vice President or an Officer of the Borrower, confirming compliance with the conditions set forth in clauses (l) and (m) of this Section. (f) The Credit Parties shall have paid all fees and other amounts due and payable to the Lender Parties on or before the Amendment Effective Date, including, to the extent invoiced, all out-of-pocket expenses (including reasonable and documented fees, charges and disbursements of counsel for the Administrative Agent and local counsel for the Lenders) required to be reimbursed or paid by any Credit Party under the Loan Documents. (g) The Administrative Agent shall have received (i) the Accession Agreement dated as of September 24, 2004 among the Borrower, the Collateral and Intercreditor Agent, the Grantor Subsidiaries party to the Original Loan Agreement, and the Administrative Agent, as supplemented by the Accession Agreement dated as of February 24, 2005, substantially in the form attached as Exhibit D hereto, duly completed with respect to the Obligations under this Agreement and the Notes and duly executed by the Borrower, the Collateral and Intercreditor Agent, and the Administrative Agent, on behalf of itself and the Lenders, pursuant to this Agreement (together, the “Secured Party Accession Agreement”) and (ii) evidence reasonably satisfactory to it of the satisfaction of the conditions set forth in Section 7.1 the Master Collateral and Intercreditor Agreement with respect to such Obligations being treated as “Secured Obligations” thereunder. (h) The Administrative Agent shall have received certification, substantially in the form of Exhibit F hereto, as to the financial condition and solvency of the Borrower and its Subsidiaries from the Chief Financial Officer of the Borrower. (i) No changes or developments shall have occurred, and no new or additional information, shall have been received or discovered by the Administrative Agent or the Lenders regarding the Borrower and its Subsidiaries after January 31, 2005 as a result of their continuing investigation or otherwise that either individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect. (j) There shall not have occurred a material adverse change in the business, assets, properties, liabilities (actual and contingent), operations, condition (financial or otherwise) or prospects of the Borrower and its Subsidiaries, taken as a whole, since December 31, 2003. (k) CT Corporation System shall have been appointed as Process Agent for the period through the Maturity Date in accordance with Section 9.09(d). (l) The representations and warranties of each Credit Party set forth in the Loan Documents shall be true in all material respects on and as of the Amendment Effective Date. (m) After giving effect to the Amendment and Restatement, no Default shall have occurred and be continuing. (n) The Administrative Agent shall have received the fee referred to in Section 2.07(c) for the accounts of the Existing Lenders. Promptly after the Amendment Effective Date occurs, the Administrative Agent shall notify the Borrower and the Lenders thereof, and such notice shall be conclusive and binding. Notwithstanding the foregoing, the Amendment and Restatement shall not become effective unless each of the foregoing conditions is satisfied (or waived pursuant to Section 9.02) before 5:00 p.m., New York City time, on March 1, 2005.:

Amendment Effective Date. The Amendment Effective Date and obligations of the Amendment and Restatement effected pursuant Lenders to this Agreement make Loans hereunder shall not become effective until the date on which each of the following conditions is satisfied (precedent having been complied with to the satisfaction of or waived in accordance writing by the Administrative Agent (with Section 9.02the consent of all Lenders) (each document, instrument, certificate, opinion or other paper referred to below to be in form and substance reasonably satisfactory to the Administrative Agent and, unless otherwise specified, to be dated the Amendment Effective Date): (a) The Administrative Agent (or its counsel) following documents shall have received from each party to this Agreement either (i) a counterpart hereof signed on behalf of such been duly authorized, executed and delivered by the respective party or (ii) written evidence satisfactory parties thereto and shall be in full force and effect on the Amendment Effective Date and an executed copy of each shall have been delivered to the Administrative Agent and each Lender (it being understood that that the due authorization, execution and delivery of the documents specified in clauses (v)-(ix) were satisfied on the Effective Date): (i) this Agreement; (ii) the Security Agreement; (iii) the Guaranty; (iv) the Intercreditor Agreement; (v) the Lease and the Charter Agreement (including in each case all supplements, amendments, novations and letter agreements thereto, the chattel paper original, if any, of which to be delivered to the Security Trustee), accompanied by a certificate from an officer of the Borrower to the effect that the Lease and the Charter Agreement (together with such other instruments as may include telecopy transmission accompany it) is a true and complete copy of a signed signature pagedocumentation memorializing the leasing arrangements and associated understandings and agreements between the Lessee and the Borrower and its Affiliates; (vi) that the Class A-1 Loan Advance Account Agreement; (vii) the Paying Agent Agreement; (viii) the Class A-1 Loan Advance Receipt to be issued to each Class A-1 Lender, duly completed (the original of each to be delivered to such party has signed a counterpart of this Class A-1 Lender); and (ix) the Maintenance Services Agreement. (b) The Administrative Agent and each Lender shall have received the following (it being understood that that the conditions precedent in respect of the documents specified in clauses (iv)-(vii) and, to the extent relating to the Paying Agent, the Loan Account Bank, the Lessee and the Manufacturer, clause (viii), were satisfied on the Effective Date): (i) a favorable written opinion copy of the organizational documents of the Borrower, and other evidence authorizing execution, delivery and performance by the Borrower of this Agreement and each other Related Document to which the Borrower is or will be a party, in each case certified by the Secretary or an Assistant Secretary of the Borrower and confirmed by another officer of the Borrower; (addressed ii) a copy of the organizational documents of each Guarantor, and other evidence authorizing execution, delivery and performance by such Guarantor of each Related Document to which such Guarantor is or will be a party, in each case certified by the Secretary or an Assistant Secretary of such Guarantor and confirmed by another officer of such Guarantor; (iii) a copy of the organizational documents of the Administrative Agent and the Lenders Security Trustee, and dated other evidence authorizing execution, delivery and performance by the Amendment Effective DateAdministrative Agent or the Security Trustee, as the case may be, of this Agreement and each other Related Document to which the Administrative Agent or the Security Trustee, as the case may be, is or will be a party, in each case certified by the Secretary or an Assistant Secretary of the Administrative Agent or the Security Trustee, as the case may be; (iv) a copy of the organizational documents of the Paying Agent, and other evidence authorizing execution, delivery and performance by the Paying Agent of the Paying Agent Agreement, the Class A-1 Loan Advance Account Agreement and each other Related Document to which the Paying Agent is or will be a party, in each case certified by the Secretary or an Assistant Secretary of the Paying Agent; (v) a copy of the organizational documents of the Loan Account Bank, and other evidence authorizing execution, delivery and performance by the Loan Account Bank of the Class A-1 Loan Advance Account Agreement and each other Related Document to which the Loan Account Bank is or will be a party, in each case certified by the Secretary or an Assistant Secretary of the Loan Account Bank; (vi) evidence authorizing execution, delivery and performance by the Lessee of each Related Document to which the Lessee is or will be a party, in each case certified by the Secretary or an Assistant Secretary the Lessee; (vii) evidence authorizing execution, delivery and performance by the Manufacturer of each Related Document to which the Manufacturer is or will be a party, in each case certified by the Secretary or an Assistant Secretary the Manufacturer; (viii) a copy of an incumbency certificate of or in respect of the people authorized to execute documents on behalf of the Borrower, each Guarantor, the Security Trustee, the Paying Agent, the Loan Account Bank, the Lessee and the Manufacturer, in each case as to the person or persons authorized to execute and deliver the Related Documents to which such Person is a party, and the specimen signature of such person or persons; (A) a good standing certificate of each of the Borrower and the Lessee issued by the Delaware Secretary of State and (B) if applicable, a good standing certificate of each Guarantor issued by the Secretary of State or other relevant official in such Guarantor’s jurisdiction of incorporation or formation; and (x) such other documents and evidence with respect to the Borrower, the Guarantors or the Security Trustee, the Paying Agent, the Loan Account Bank, the Lessee or the Manufacturer as any Lender or its counsel may reasonably request in order to establish the consummation of the transactions contemplated by this Agreement and the other Related Documents, the taking of all corporate proceedings in connection therewith, compliance with the conditions herein or therein set forth and compliance with any money laundering informational requirements any Lender may have. (c) Each of the Administrative Agent, the Lenders and the Security Trustee shall have received one or more opinions addressed to each of them from, in each case in form and substance reasonably satisfactory to the Administrative Agent (it being understood that that the conditions precedent in respect of the document specified in clause (iii) was satisfied on the Effective Date): (i) Cravath, Swaine & Xxxxx Kxxx Xxxxxxx LLP, special New York counsel to the Loan Parties; (ii) in-house or special counsel to each Loan Party (in each case in the jurisdiction of incorporation or formation of such Loan Party); and (iii) Pxxx Bxxxx Gxx & Lxxxxxxx P.C., special counsel to the Paying Agent and the Loan Account Bank; in each case covering such matters as the Administrative Agent or any Lender may reasonably request. (d) The Borrower and the Guarantors, (ii) Lic. Xxxxxxxxx Xxxxxx, General Counsel Guarantors shall have delivered to the Borrower Administrative Agent and the Guarantors, and (iii) Xxxx Xxxxx, Xxxxxxx Xxxxxx, Xxxxxxxx y Xxxxx, S.C., special Mexican counsel each Lender any document reasonably requested by a Lender in order for such Lender to the Borrower and the Guarantors, substantially in the form of Exhibits X-0, X-0 and B-3, respectively. The Borrower requests such counsel to deliver such opinionssatisfy any “know your customer” requirements. (ce) [Intentionally omitted]. (f) All approvals and consents of any trustee or holder of their indebtedness or obligation of the Borrower, the Guarantors or any of their Affiliates which are required in connection with any of the transactions contemplated by this Agreement and the other Related Documents shall have been duly obtained. (g) All appropriate action required to have been taken by any governmental or political agency, subdivision or instrumentality of the United States on or prior to the Amendment Effective Date in connection with the transactions contemplated by this Agreement and the other Related Documents shall have been taken, and all orders, permits, waivers, authorizations, exemptions and approvals of such entities required to be in effect on the Amendment Effective Date in connection with the transactions contemplated by this Agreement and the other Related Documents shall have been issued, and all such orders, permits, waivers, authorizations, exemptions and approvals shall be in full force and effect on the Amendment Effective Date. (h) The Administrative Agent and the Lenders shall have received evidence of the establishment of the Class A-1 Loan Advance Account (it being understood that that the condition precedent specified in this clause (h) was satisfied on the Effective Date). (i) The Administrative Agent and each Lender shall have received updated certificates of insurance and insurance broker letters from the applicable insurance brokers as to the due compliance with the terms of the Lease, the Lessee Consent and Section 5.06 in respect of each Aircraft previously financed as of the Amendment Effective Date, including naming all of the Lenders as additional insureds and naming the Security Trustee as the sole loss payee. (j) The Administrative Agent shall have received a favorable written an opinion (of special FAA counsel in Oklahoma City, Oklahoma, addressed to the Administrative Agent and the Lenders and dated the Amendment Effective Date) of each of (i) Xxxxx Xxxx & Xxxxxxxx, special New York counsel to the Administrative Agent and (ii) Xxxxxx & Xxxxx, S.C. special Mexican counsel to the Administrative Agent, substantially in each Lender, the form Security Trustee and the Borrower, as to the due recording of Exhibits C-1 the Security Agreement, and C-2registration with the International Registry of the international interests of the Security Agreement, respectively, in each case covering such matters relating to the Loan Documents each Aircraft financed under this Agreement as the Required Lenders may reasonably request. The Borrower requests such counsel to deliver such opinions. (d) The Administrative Agent shall have received such documents and certificates as the Administrative Agent or its counsel may reasonably request relating to (i) the organization, existence and good standing of each Credit Party, (ii) the authorization of the Borrowing hereunder (including Amendment Effective Date and the execution lack of filing of any intervening documents with respect to such Aircraft and delivery ofconfirming that no further filing, and performance supplement or instrument is needed for the obligations in respect of the Initial Class B Loans to be secured by such Credit Party of its obligations underAircraft, each Loan Document to which it is a party) and any other transactions contemplated hereby and (iii) any other legal matters relating to the Credit Parties, the Loan Documents or such other transactions, all in form and substance satisfactory to the Administrative Agent and its counseleach Lender. (ek) The Administrative Agent shall have received a certificate, dated the Amendment Effective Date and signed by the President, a Vice President or an Officer of the Borrower, confirming compliance with the conditions set forth in clauses (l) and (m) of this Section. (f) The Credit Parties Borrower shall have paid all such fees and other amounts that are due and payable to as the Lender Parties on or before the Amendment Effective Date, including, to the extent invoiced, all out-of-pocket expenses (including reasonable and documented fees, charges and disbursements of counsel for the Administrative Agent and local counsel for the Lenders) required to be reimbursed or paid by any Credit Party under the Loan Documents. (g) The Administrative Agent Borrower shall have received (i) the Accession Agreement dated as of September 24agreed to pay to any Lender, 2004 among the Borrower, the Collateral and Intercreditor Agent, the Grantor Subsidiaries party to the Original Loan Agreement, and the Administrative Agent, as supplemented by the Accession Agreement dated as of February 24, 2005, substantially in the form attached as Exhibit D hereto, duly completed with respect to the Obligations under this Agreement and the Notes and duly executed by the Borrower, the Collateral and Intercreditor Agent, and the Administrative Agent, on behalf of itself and the Lenders, pursuant to this Agreement (together, the “Secured Party Accession Agreement”) and (ii) evidence reasonably satisfactory to it of the satisfaction of the conditions set forth in Section 7.1 the Master Collateral and Intercreditor Agreement with respect to such Obligations being treated as “Secured Obligations” thereunder. (h) The Administrative Agent shall have received certification, substantially in the form of Exhibit F hereto, as to the financial condition and solvency of the Borrower and its Subsidiaries from the Chief Financial Officer of the Borrower. (i) No changes or developments shall have occurred, and no new or additional information, shall have been received or discovered by the Administrative Agent or the Lenders regarding Security Trustee in connection herewith, including the Borrower reasonable fees and its Subsidiaries after January 31expenses of counsel, 2005 as a result of their continuing investigation or otherwise that either individually or in connection with the aggregate, could reasonably be expected to have a Material Adverse Effect. (j) There shall not have occurred a material adverse change in the business, assets, properties, liabilities (actual and contingent), operations, condition (financial or otherwise) or prospects of the Borrower and its Subsidiaries, taken as a whole, since December 31, 2003. (k) CT Corporation System shall have been appointed as Process Agent for the period through the Maturity Date in accordance with Section 9.09(d)transactions contemplated hereby. (l) The representations and warranties of each Credit Party set forth in the Loan Documents shall be true in all material respects on and as of the Amendment Effective Date. (m) After giving effect to the Amendment and Restatement, no Default shall have occurred and be continuing. (n) The Administrative Agent and each Class B Lender shall have received the fee referred to Borrowing Request in Section 2.07(c) for the accounts respect of the Existing Lenders. Promptly after the Amendment Effective Date occurs, the Administrative Agent shall notify the Borrower and the Lenders thereof, and such notice shall initial Class B Loans to be conclusive and binding. Notwithstanding the foregoing, the Amendment and Restatement shall not become effective unless each of the foregoing conditions is satisfied (or waived made pursuant to the first sentence of Section 9.02) before 5:00 p.m., New York City time, on March 1, 20052.01(c).

Amendment Effective Date. The This Amendment shall become effective as of the first date (the “Amendment Effective Date and the Amendment and Restatement effected pursuant to this Agreement shall not become effective until the date Date”) on which each of the following conditions is satisfied (or waived in accordance with Section 9.02):shall have been satisfied: (a) The Administrative Agent (or its counsel) shall have received from each party to this Agreement either (i) a counterpart hereof signed on behalf signature page of such party or this Amendment duly executed by each Loan Party and the Administrative Agent, (ii) written evidence satisfactory to the Administrative Agent (which may include telecopy transmission of a signed signature page) that such party has signed a counterpart of signature page to this AgreementAmendment executed and delivered by each Additional Term Lender or Consenting Lender, as applicable and (iii) a counterpart signature page to this Amendment executed and delivered by each Revolving Lender and each Issuing Bank. (b) The representations and warranties set forth in Sections 4(b) and (c) of this Amendment shall be true and correct in all respects on and as of the Amendment Effective Date, and the Administrative Agent shall have received a favorable written opinion certificate (addressed in form and substance reasonably acceptable to the Administrative Agent and the Lenders and Agent), dated as of the Amendment Effective Date) Date and signed by a Responsible Officer of each of (i) Cravaththe U.S. Opco Borrower, Swaine & Xxxxx LLP, special New York counsel certifying as to the Borrower such representations and the Guarantors, (ii) Lic. Xxxxxxxxx Xxxxxx, General Counsel to the Borrower and the Guarantors, and (iii) Xxxx Xxxxx, Xxxxxxx Xxxxxx, Xxxxxxxx y Xxxxx, S.C., special Mexican counsel to the Borrower and the Guarantors, substantially in the form of Exhibits X-0, X-0 and B-3, respectively. The Borrower requests such counsel to deliver such opinionswarranties. (c) The Administrative Agent shall have received a the favorable written opinion legal opinions of (i) Xxxxxx, Xxxx & Xxxxxxxx LLP, counsel to the Loan Parties, and (ii) Xxxxxx Xxxxxxx LLP, Idaho counsel to the Loan Parties, in each case addressed to the Lenders, the Administrative Agent, the Collateral Agent and the Lenders each Issuing Bank and dated the Amendment Effective Date) of each of (i) Xxxxx Xxxx & Xxxxxxxx, special New York counsel to the Administrative Agent which opinions shall be in form and (ii) Xxxxxx & Xxxxx, S.C. special Mexican counsel substance reasonably satisfactory to the Administrative Agent, substantially in the form of Exhibits C-1 and C-2, respectively, in each case covering such matters relating to the Loan Documents as the Required Lenders may reasonably request. The U.S. Opco Borrower hereby requests such counsel to deliver such opinions. (d) The Administrative Agent shall have received such documents and certificates as the Administrative Agent or its counsel may reasonably request relating to (i) the organization, existence and good standing of each Credit Party, (ii) the authorization a Committed Loan Notice in respect of the Borrowing hereunder (including Additional Term Loans, which shall be in compliance with the execution and delivery of, and performance by such notice requirements set forth in Section 2.02(1) of the Amended Credit Party of its obligations under, each Loan Document to which it is a party) and any other transactions contemplated hereby and (iii) any other legal matters relating to the Credit Parties, the Loan Documents or such other transactions, all in form and substance satisfactory to the Administrative Agent and its counselAgreement. (e) The Administrative Agent shall have received a certificate, dated certificates of good standing from the Amendment Effective Date and signed by the President, a Vice President or an Officer secretary of state of the Borrowerstate of organization of each Loan Party (to the extent such concept exists in such jurisdiction), confirming compliance customary certificates of resolutions or other action, incumbency certificates or other certificates of Responsible Officers of each Loan Party certifying true and complete copies of the Organizational Documents attached thereto and evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with the conditions set forth in clauses (l) and (m) of this SectionAmendment. (f) The Credit Parties U.S. Opco Borrower shall have paid paid: (i) to the Administrative Agent, for the account of each Consenting Lender, an amendment fee (the “Amendment Fee”) in an amount equal to 0.125% of the principal amount of the Existing Term Loans of such Consenting Lender outstanding on the Amendment Effective Date immediately before giving effect to this Amendment, which Amendment Fee shall be fully earned and due and payable on the Amendment Effective Date; and (ii) all fees and other amounts due and payable pursuant to this Amendment and/or any letter agreements or fee letters by and between Holdings, the Lender Parties on or before U.S. Opco Borrower and the Amendment Effective DateLead Arranger (collectively, the “Engagement Letter”), including, to the extent invoiced, all reimbursement or payment of documented and reasonable out-of-pocket expenses (including reasonable in connection with this Amendment and documented fees, charges and disbursements any other out-of-pocket expenses of counsel for the Administrative Agent and local counsel for the Lenders) Lead Arranger required to be paid or reimbursed pursuant to the Credit Agreement or paid by any Credit Party under the Loan DocumentsEngagement Letter; provided that it is understood and agreed that the Additional Term Lenders may net the fees and expenses described in this paragraph (f) from the proceeds of the Additional Term Loans prior to providing such proceeds to the Administrative Agent for distribution to the U.S. Opco Borrower. (g) The Administrative Agent shall have received at least two (i2) the Accession Agreement dated as of September 24, 2004 among the Borrower, the Collateral and Intercreditor Agent, the Grantor Subsidiaries party Business Days prior to the Original Loan Agreement, Closing Date all documentation and other information in respect of the Borrowers and the Administrative AgentGuarantors required under applicable “know your customer” and anti-money laundering rules and regulations, as supplemented including the USA PATRIOT Act, that has been reasonably requested in writing by the Accession Agreement dated as of February 24, 2005, substantially in the form attached as Exhibit D hereto, duly completed with respect it at least ten (10) Business Days prior to the Obligations under this Agreement and the Notes and duly executed by the Borrower, the Collateral and Intercreditor Agent, and the Administrative Agent, on behalf of itself and the Lenders, pursuant to this Agreement (together, the “Secured Party Accession Agreement”) and (ii) evidence reasonably satisfactory to it of the satisfaction of the conditions set forth in Section 7.1 the Master Collateral and Intercreditor Agreement with respect to such Obligations being treated as “Secured Obligations” thereunder. (h) The Administrative Agent shall have received certification, substantially in the form of Exhibit F hereto, as to the financial condition and solvency of the Borrower and its Subsidiaries from the Chief Financial Officer of the Borrower. (i) No changes or developments shall have occurred, and no new or additional information, shall have been received or discovered by the Administrative Agent or the Lenders regarding the Borrower and its Subsidiaries after January 31, 2005 as a result of their continuing investigation or otherwise that either individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect. (j) There shall not have occurred a material adverse change in the business, assets, properties, liabilities (actual and contingent), operations, condition (financial or otherwise) or prospects of the Borrower and its Subsidiaries, taken as a whole, since December 31, 2003. (k) CT Corporation System shall have been appointed as Process Agent for the period through the Maturity Date in accordance with Section 9.09(d). (l) The representations and warranties of each Credit Party set forth in the Loan Documents shall be true in all material respects on and as of the Amendment Effective Date. (m) After giving effect to the Amendment and Restatement, no Default shall have occurred and be continuing. (n) . The Administrative Agent shall have received the fee referred to in Section 2.07(c) for the accounts of the Existing Lenders. Promptly after the Amendment Effective Date occurs, the Administrative Agent shall notify the Borrower U.S. Opco Borrower, the Existing Term Lenders and the Additional Term Lenders thereof, of the Amendment Effective Date and such notice shall be conclusive and binding. Notwithstanding the foregoing, the Amendment and Restatement shall not become effective unless each of the foregoing conditions is satisfied (or waived pursuant to Section 9.02) before 5:00 p.m., New York City time, on March 1, 2005.

Amendment Effective Date. The Amendment Effective Date obligations of the Lenders to make Loans, of the Tranche B LC Lenders to fund their Tranche B Deposits and of the Amendment and Restatement effected pursuant Issuing Banks to this Agreement issue Letters of Credit hereunder shall not become effective until the date on which each of the following conditions is shall have been satisfied (or waived in accordance with Section 9.02): (a) The Administrative Agent (or its counsel) shall have received from each party hereto (including each Lender under the Existing Credit Agreement after giving effect to this any assignment of loans and commitments under the Existing Credit Agreement on or prior to the Amendment Effective Date) either (i) a counterpart hereof of this Agreement signed on behalf of such party or (ii) written evidence satisfactory to the Administrative Agent (which may include telecopy transmission of a signed signature pagepage of this Agreement) that such party has signed a counterpart of this Agreement. (b) The Administrative Agent shall have received a favorable written opinion (addressed to the Administrative Agent and the Lenders and dated the Amendment Effective Date) of each of (i) CravathSkadden, Swaine Arps, Slate, Xxxxxxx & Xxxxx Xxxx LLP, special New York counsel to for the Borrower and the Guarantors, (ii) Lic. Xxxxxxxxx Xxxxxx, General Counsel to the Borrower and the Guarantors, and (iii) Xxxx Xxxxx, Xxxxxxx Xxxxxx, Xxxxxxxx y Xxxxx, S.C., special Mexican counsel to the Borrower and the GuarantorsBorrower, substantially in the form of Exhibits X-0Exhibit E and covering such other matters relating to the Borrower, X-0 and B-3, respectivelythis Agreement or the Transactions as the Lenders shall reasonably request. The Borrower hereby requests such counsel to deliver such opinionsopinion. (c) The Administrative Agent shall have received a favorable written opinion (addressed to the Administrative Agent and the Lenders and dated the Amendment Effective Date) of each of (i) Xxxxx Xxxx & Xxxxxxxx, special New York counsel to the Administrative Agent and (ii) Xxxxxx & Xxxxx, S.C. special Mexican counsel to the Administrative Agent, substantially in the form of Exhibits C-1 and C-2, respectively, in each case covering such matters relating to the Loan Documents as the Required Lenders may reasonably request. The Borrower requests such counsel to deliver such opinions. (d) The Administrative Agent shall have received such documents and certificates as the Administrative Agent or its counsel may reasonably request relating to (i) the organization, existence and good standing of each Credit Partythe Borrower, (ii) the authorization of the Borrowing hereunder (including the execution Transactions and delivery of, and performance by such Credit Party of its obligations under, each Loan Document to which it is a party) and any other transactions contemplated hereby and (iii) any other legal matters relating to the Credit PartiesBorrower, the Loan Documents Subsidiaries, this Agreement or such other transactionsthe Transactions, all in form and substance reasonably satisfactory to the Administrative Agent and its counsel. (ed) The Administrative Agent shall have received a certificate, dated the Amendment Effective Date and signed by the President, a Vice President or an Financial Officer of the Borrower, (i) confirming compliance with the conditions set forth in clauses paragraphs (la), (b) and (mc) of this SectionSection 4.02 and (ii) certifying that the Adjusted Consolidated EBITDA of the Borrower for the fiscal year ended December 31, 2004, was not less than $615,000,000. (e) All interest, fees and other amounts accrued for the accounts of or owing to the Administrative Agent, the Lenders or the Issuing Bank under the Existing Credit Agreement as of the Amendment Effective Date, whether or not at the time due and payable under the terms of the Existing Credit Agreement, shall have been (or shall simultaneously be) paid. (f) The Credit Parties Administrative Agent shall have paid received all fees and other amounts due and payable to the Lender Parties it on or before prior to the Amendment Effective Date, including, to the extent invoiced, reimbursement or payment of all out-of-pocket expenses (including reasonable and documented fees, charges and disbursements of counsel for the Administrative Agent and local counsel for the Lenders) required to be reimbursed or paid by any Credit Party under the Loan DocumentsBorrower hereunder. (g) The Collateral and Guarantee Requirement shall have been satisfied and the Administrative Agent shall have received a completed Perfection Certificate dated the Amendment Effective Date and signed on behalf of the Borrower by a Financial Officer, together with all attachments contemplated thereby, including the results of a search of the Uniform Commercial Code (ior equivalent) the Accession Agreement dated as of September 24, 2004 among the Borrower, the Collateral and Intercreditor Agent, the Grantor Subsidiaries party to the Original Loan Agreement, and the Administrative Agent, as supplemented by the Accession Agreement dated as of February 24, 2005, substantially in the form attached as Exhibit D hereto, duly completed filings made with respect to the Obligations under this Agreement and Borrower in the Notes and duly executed jurisdictions contemplated by the Borrower, Perfection Certificate and copies of the Collateral financing statements (or similar documents) disclosed by such search and Intercreditor Agent, and the Administrative Agent, on behalf of itself and the Lenders, pursuant to this Agreement (together, the “Secured Party Accession Agreement”) and (ii) evidence reasonably satisfactory to it of the satisfaction of Administrative Agent that the conditions set forth in Liens indicated by such financing statements (or similar documents) are permitted by Section 7.1 6.06 and the Master Collateral and Intercreditor Agreement with respect to such Obligations being treated as “Secured Obligations” thereunderSecurity Documents or have been released. (h) The Administrative Agent shall have received certification, substantially evidence that the insurance required by Section 5.05 and the Security Documents is in the form of Exhibit F hereto, as to the financial condition and solvency of the Borrower and its Subsidiaries from the Chief Financial Officer of the Borrowereffect. (i) No changes or developments All defaults that shall have occurred, and no new occurred under agreements or additional information, instruments evidencing or governing Material Indebtedness shall have been received cured or discovered by waived, and the Administrative Agent or the Lenders regarding the Borrower and its Subsidiaries after January 31shall have received a certificate of a Financial Officer to such effect, 2005 together with such related information as a result of their continuing investigation or otherwise that either individually or in the aggregate, could it shall reasonably be expected to have a Material Adverse Effectrequested. (j) There The Lenders shall not have occurred a material adverse change in be satisfied with the businessstatus of all actions, assetssuits, propertiesinvestigations and proceedings pending, liabilities (actual and contingent), operations, condition (financial threatened against or otherwise) or prospects of affecting the Borrower and its Subsidiaries, taken as a whole, since December 31, 2003. (k) CT Corporation System shall have been appointed as Process Agent for the period through the Maturity Date in accordance with Section 9.09(d). (l) or any Subsidiary. The representations and warranties of each Credit Party set forth in the Loan Documents shall be true in all material respects on and as of the Amendment Effective Date. (m) After giving effect to the Amendment and Restatement, no Default shall have occurred and be continuing. (n) The Administrative Agent shall have received the fee referred to in Section 2.07(c) for the accounts of the Existing Lenders. Promptly after the Amendment Effective Date occurs, the Administrative Agent shall notify the Borrower and the Lenders thereofof the Amendment Effective Date, and such notice shall be conclusive and binding. Notwithstanding the foregoing, the Amendment obligations of the Lenders to make Loans and Restatement of the Issuing Banks to issue Letters of Credit hereunder shall not become effective unless each of the foregoing conditions is satisfied (or waived pursuant to Section 9.02) before 5:00 at or prior to 3:00 p.m., New York City time, on March 131, 20052005 (and, in the event such conditions are not so satisfied or waived, the Commitments shall terminate at such time).

Amendment Effective Date. The Except as set forth in Section 3 ------------------------ --------- above, this Third Amendment shall become effective as of the date, on or before June 30, 1997 (the "Amendment Effective Date and Date") when each of the Amendment and Restatement effected pursuant following ------------------------ conditions shall have been satisfied, provided, however, that to this Agreement shall the extent -------- ------- either Acquisition has not become effective until been consummated on or prior to the date on which this Third Amendment would otherwise become effective, the conditions relating to such Acquisition need not be satisfied in order for the Amendment Effective Date to occur: (a) the Agent shall have received each of the following conditions is satisfied documents, in each case in form and substance reasonably satisfactory to the Agent: (i) counterparts hereof executed by each Borrower, each Parent Guarantor, the Agent and each Lender; (ii) an amended and restated Note made by each Borrower, in each case payable to BTCC, each in a principal amount of $122,500,000 and otherwise in substantially in the form of Exhibit D to the Credit Agreement; (iii) a Reaffirmation of Guaranty and Contribution Agreements executed by each Borrower in favor of the Agent, the Issuing Bank and the Lenders, pursuant to which each Borrower confirms its full and unconditional guarantee of the payment and performance of the Obligations of each other Borrower; (iv) if the Comtect Consolidation has not then been consummated, a Reaffirmation of Guaranty and Contribution Agreement executed by each Subsidiary Guarantor in favor of the Agent, the Issuing Bank and the Lenders, pursuant to which each Subsidiary Guarantor confirms its full and unconditional guarantee of the payment and performance of the Obligations of Acme Xxxxx; (v) an amendment to the Security Agreement giving effect to the Acquisitions; (vi) to the extent that Xxxxxx Xxxxx acquires any federally registered trademarks or waived trademark applica tions in either Acquisition, an amendment to the Trademark Security Agreement giving effect to such Acquisition; (vii) Collateral Access Agreements with respect to each real property location leased or subleased by Xxxxxx Xxxxx from the applicable selling shareholders where assets acquired in either Acquisition are or will be located (provided that Xxxxxx Xxxxx shall -------- use its best efforts to obtain Collateral Access Agreements with respect to all other real property locations where such assets are or will be located in accordance with Section 9.02):7.17 of the Credit Agreement); (aviii) The Administrative collateral assignments of all of RSC's and Xxxxxx Xxxxx' rights under the Purchase Agreements; (A) Uniform Commercial Code financing statements naming Xxxxxx Xxxxx as debtor and the Agent as secured party as to the assets acquired in the Acquisitions for all jurisdictions as may be necessary or desirable to perfect the Liens granted to the Agent, for the benefit of the Holders, in such assets pursuant to the Security Agreement and (B) Uniform Commercial Code financing and amendment statements reflecting the Acme Xxxxx Name Change; (x) personal property tax, lien and judgment searches against FHR, CSE, EL and any other Person selling assets in either Acquisition (collectively, the "Selling Parties") and all trade names of any of --------------- them in all jurisdictions where any Selling Party has, or its counselwithin the last five years had, personal property; (xi) shall evidence that all Indebtedness which is secured by any Lien encumbering any asset acquired in either Acquisition has been repaid and that all such Liens have received from been terminated other than such Indebtedness permitted under Section 8.6(c) or Section 8.6(d) of the Credit Agreement and Liens permitted by Section 8.7(c) of the Credit Agreement; (xii) appraisals of all Rental Equipment acquired in each party Acquisition; (xiii) copies of all Phase I environmental reports delivered with respect to this Agreement real property owned or to be owned or leased or to be leased by the Credit Parties where assets acquired in either Acquisition are or will be located; (ixiv) Evidence that the Xxxx-Xxxxx-Xxxxxx waiting period with respect to each Acquisition has expired or has been terminated; (xv) a counterpart hereof signed certificate of the Secretary or Assistant Secretary of each Credit Party certifying (A) the resolutions of the Board of Directors of such Credit Party authorizing, to the extent applicable, the Acquisitions, the New Offering, the execution, delivery and performance of this Third Amendment and the Credit Documents executed in connection herewith, (B) the names, incumbency and signatures of the officers of such Credit Party authorized to execute, deliver and perform such Credit Documents and (C) the accuracy and completeness of the Governing Documents delivered to the Agent, the Issuing Banks and the Lenders prior to the Amendment Effective Date, attaching thereto any and all amendments and modifications of such Governing Documents not previously delivered to such parties; (xvi) a certificate of the chief executive officer, chief financial officer or treasurer of each Credit Party executed and delivered on behalf of such party Credit Party certifying that all conditions precedent to the effectiveness of this Third Amendment (other than conditions within the control of the Agent and the Lenders) have been met (or, concurrently with the Amendment Effective Date, will be met), all representations and warranties made in this Third Amendment are true and correct and (after giving effect to this Third Amendment) no Default or Event of Default has occurred and is continuing, provided that, to the extent such a certificate is -------- required to be delivered prior to the Amendment Effective Date pursuant to Section 3 above, such certificate shall certify that all --------- conditions precedent to the consent of the Majority Lenders to the applicable Acquisition have been met, all representations and warranties made in this Third Amendment as of the date of consummation of such Acquisition are true and correct as of such date and no Default or Event of Default has occurred and is continuing as of such date; (iixvii) written a Solvency Certificate for the Credit Parties, on a combined basis, executed by the Senior Vice President of Operations of RSC and chief financial officer or treasurer of the other Credit Parties and giving effect to this Third Amendment and the New Offering; (xviii) Good Standing Certificates (including tax certifications where available) for Xxxxxx Xxxxx from the appropriate Governmental Authorities in the States of Illinois, Iowa, Kansas, Missouri and Oklahoma (or other evidence satisfactory to the Administrative Agent that Xxxxxx Xxxxx has qualified to do business in such states); (xix) a certified copy of the prospectus and Registration Statement for the New Offering; (xx) a funds flow memorandum certified by the chief financial officer or treasurer of the Credit Parties with respect to the proceeds of the New Offering and the payment of transaction costs related thereto; (xxi) an opinion of Xxxxxx & Xxxxxxx, special counsel to the Credit Parties, with respect to this Third Amendment and other matters which the Agent may include telecopy transmission reasonably request; (xxii) to the extent delivered in connection with either Acquisition, an opinion of counsel to the applicable Selling Parties with respect to such Acquisition which permits, either expressly or pursuant to a signed signature pagereliance letter, the Agent, the Issuing Bank and the Lenders to rely thereon; and (xxiii) that such party has signed a counterpart of this Agreementadditional documentation as the Agent may reasonably request. (b) The Administrative Agent and each Lender shall have received a favorable written opinion (addressed completed its review of the business, operations, assets, liabilities and Contractual Obligations of the Credit Parties, after giving effect to the Administrative New Offering and the Acquisitions, the results of which shall have provided the Agent and each Lender with results and information which, in the Lenders and dated the Amendment Effective Date) judgment of each of (i) Cravathsuch Person, Swaine & Xxxxx LLP, special New York counsel are satisfactory to permit the Borrower Agent and the Guarantors, (ii) Lic. Xxxxxxxxx Xxxxxx, General Counsel each Lender to the Borrower and the Guarantors, and (iii) Xxxx Xxxxx, Xxxxxxx Xxxxxx, Xxxxxxxx y Xxxxx, S.C., special Mexican counsel to the Borrower and the Guarantors, substantially in the form of Exhibits X-0, X-0 and B-3, respectively. The Borrower requests such counsel to deliver such opinionsenter into this Third Amendment. (c) The Administrative Agent All aspects of each Acquisition shall have received a favorable written opinion been, or concurrently with the effectiveness hereof will be, consummated, in compliance with all applicable Requirements of Law, the Credit Agreement (addressed to as amended by this Third Amendment), the Administrative Agent other Credit Documents and the Lenders and dated applicable Purchase Agreement (unless waived in writing by the Amendment Effective Date) of each of (i) Xxxxx Xxxx & Xxxxxxxx, special New York counsel to the Administrative Agent and (ii) Xxxxxx & Xxxxx, S.C. special Mexican counsel to the Administrative Agent, substantially in the form of Exhibits C-1 and C-2, respectively, in each case covering such matters relating to the Loan Documents as the Required Lenders may reasonably request. The Borrower requests such counsel to deliver such opinionsMajority Lenders). (d) The Administrative Agent All aspects of the New Offering shall have been consummated in compliance with all applicable Requirements of Law and the Registration Statement therefor, and RSC shall have received such documents and certificates as net proceeds from the Administrative Agent or its counsel may reasonably request relating to (i) the organization, existence and good standing of each Credit Party, (ii) the authorization of the Borrowing hereunder (including the execution and delivery of, and performance by such Credit Party of its obligations under, each Loan Document to which it is a party) and any other transactions contemplated hereby and (iii) any other legal matters relating to the Credit Parties, the Loan Documents or such other transactions, all New Offering in form and substance satisfactory to the Administrative Agent and its counselan amount not less than $45,000,000. (e) The Administrative Agent shall have received a certificateNo law, dated the Amendment Effective Date and signed by the Presidentregulation, a Vice President order, judgment or an Officer decree of the Borrower, confirming compliance with the conditions set forth in clauses (l) and (m) of this Section. (f) The Credit Parties shall have paid all fees and other amounts due and payable to the Lender Parties on or before the Amendment Effective Date, including, to the extent invoiced, all out-of-pocket expenses (including reasonable and documented fees, charges and disbursements of counsel for the Administrative Agent and local counsel for the Lenders) required to be reimbursed or paid by any Credit Party under the Loan Documents. (g) The Administrative Agent shall have received (i) the Accession Agreement dated as of September 24, 2004 among the Borrower, the Collateral and Intercreditor Agent, the Grantor Subsidiaries party to the Original Loan AgreementGovernmental Authority shall, and the Administrative AgentAgent shall not have received any notice that litigation is pending or threatened which is likely to, as supplemented enjoin, prohibit or restrain the consummation of the Acquisitions, the New Offering or the transactions contemplated by the Accession Agreement dated as of February 24this Third Amendment, 2005except for such laws, substantially regulations, orders or decrees, or pending or threatened litigation that in the form attached as Exhibit D hereto, duly completed with respect to the Obligations under this Agreement and the Notes and duly executed by the Borrower, the Collateral and Intercreditor Agent, and the Administrative Agent, on behalf of itself and the Lenders, pursuant to this Agreement (together, the “Secured Party Accession Agreement”) and (ii) evidence reasonably satisfactory to it of the satisfaction of the conditions set forth in Section 7.1 the Master Collateral and Intercreditor Agreement with respect to such Obligations being treated as “Secured Obligations” thereunder. (h) The Administrative Agent shall have received certification, substantially in the form of Exhibit F hereto, as to the financial condition and solvency of the Borrower and its Subsidiaries from the Chief Financial Officer of the Borrower. (i) No changes or developments shall have occurred, and no new or additional information, shall have been received or discovered by the Administrative Agent or the Lenders regarding the Borrower and its Subsidiaries after January 31, 2005 as a result of their continuing investigation or otherwise that either individually or in the aggregate, aggregate could not reasonably be expected to have result in a Material Adverse Effect. (jf) There Complete and accurate copies of the Pro Forma and the Projections shall have been delivered to the Agent. After review of the foregoing, the Agent shall be satisfied, in its sole discretion, that (i) the financial condition of the Credit Parties does not differ in any material adverse respect from the condition evidenced by the financial information provided to the Agent prior to April 30, 1997 and (ii) the Credit Parties will be able to comply with the Financial Covenants. (g) Since April 30, 1997, there shall not have occurred a material adverse change in financial, banking or capital market conditions generally that, in the businesssole judgment of BTCC, assets, properties, liabilities (actual and contingent), operations, condition (financial or otherwise) or prospects would substantially impair the subsequent marketability of the Borrower and its Subsidiaries, taken as a whole, since December 31, 2003Commitment of BTCC. (kh) CT Corporation System shall have been appointed All Fees, and all Expenses as Process Agent for to which the period through the Maturity Date in accordance with Section 9.09(d). (l) The representations and warranties of each Credit Party set forth in the Loan Documents shall be true in all material respects on and as of the Amendment Effective Date. (m) After giving effect to the Amendment and Restatement, no Default shall have occurred and be continuing. (n) The Administrative Agent shall Parties have received the fee referred to an invoice, in Section 2.07(c) for the accounts of the Existing Lenders. Promptly after each case which are payable on or before the Amendment Effective Date occurs, the Administrative Agent shall notify the Borrower and the Lenders thereof, and such notice shall be conclusive and binding. Notwithstanding the foregoing, the Amendment and Restatement shall not become effective unless each of the foregoing conditions is satisfied (or waived pursuant to Section 9.02) before 5:00 p.m., New York City time, on March 1, 2005have been paid.

Amendment Effective Date. The Amendment Effective Date This amendment and restatement of the Amendment and Restatement effected pursuant to this Existing Senior Secured Credit Agreement shall not become effective until the date on which each of the following conditions is shall have been satisfied (or waived in accordance with Section 9.02): (a) The Administrative Agent (or its counsel) shall have received from each party to this Agreement either (i) a counterpart hereof signed on behalf of such party or (ii) written evidence satisfactory to the Administrative Agent (which may include telecopy transmission of a signed signature page) that such party has signed a counterpart of this Agreement.[Intentionally omitted] (b) The Administrative Agent shall have received a favorable written opinion opinions (addressed to the Administrative Agent and the Lenders and dated the Amendment Effective Date) of each (a) the general counsel of (i) Cravath, Swaine & Xxxxx LLP, special New York counsel to the Borrower and (b) Axxxxx & Bird LLP and other counsel for the GuarantorsLoan Parties, (ii) Lic. Xxxxxxxxx Xxxxxx, General Counsel covering such other matters relating to the Borrower Borrower, this Agreement or the Transactions as the Lenders shall reasonably request and the Guarantors, otherwise in form and (iii) Xxxx Xxxxx, Xxxxxxx Xxxxxx, Xxxxxxxx y Xxxxx, S.C., special Mexican counsel substance reasonably satisfactory to the Borrower and the Guarantors, substantially in the form of Exhibits X-0, X-0 and B-3, respectively. The Borrower requests such counsel to deliver such opinionsAdministrative Agent. (c) The Administrative Agent shall have received a favorable written opinion (addressed to the Administrative Agent and the Lenders and dated the Amendment Effective Date) of each of (i) Xxxxx Xxxx & Xxxxxxxx, special New York counsel to the Administrative Agent and (ii) Xxxxxx & Xxxxx, S.C. special Mexican counsel to the Administrative Agent, substantially in the form of Exhibits C-1 and C-2, respectively, in each case covering such matters relating to the Loan Documents as the Required Lenders may reasonably request. The Borrower requests such counsel to deliver such opinions. (d) The Administrative Agent shall have received such documents and certificates as the Administrative Agent or its counsel may reasonably request relating to (i) the organization, existence and good standing of each Credit Partythe Borrower and the Loan Parties, (ii) the authorization of the Borrowing hereunder (including the execution Transactions and delivery of, and performance by such Credit Party of its obligations under, each Loan Document to which it is a party) and any other transactions contemplated hereby and (iii) any other legal matters relating to the Credit PartiesBorrower, the Loan Documents Subsidiaries, this Agreement or such other transactionsthe Transactions, all in form and substance reasonably satisfactory to the Administrative Agent and its counsel. (ed) The Administrative Agent shall have received a certificate, dated the Amendment Effective Date and signed by the President, a Vice President or an Financial Officer of the Borrower, confirming compliance with the conditions set forth in clauses paragraphs (la) and (mb) of this SectionSection 4.02. (e) [Intentionally omitted]. (f) The Credit Parties Administrative Agent and each Lender shall have paid received all fees and other amounts due and payable to the Lender Parties it on or before prior to the Amendment Effective Date, including, to the extent invoiced, reimbursement or payment of all out-of-pocket expenses (including reasonable and documented fees, charges and disbursements of counsel for the Administrative Agent and local counsel for the Lenders) required to be reimbursed or paid by any Credit Party under the Loan DocumentsBorrower hereunder. (g) The Administrative Agent shall have received (i) the Accession Agreement dated as of September 24, 2004 among the Borrower, the Collateral and Intercreditor Agent, the Grantor Subsidiaries party to the Original Loan Agreement, and the Administrative Agent, as supplemented by the Accession Agreement dated as of February 24, 2005, substantially in the form attached as Exhibit D hereto, duly completed with respect to the Obligations under this Agreement and the Notes and duly executed by the Borrower, the Collateral and Intercreditor Agent, and the Administrative Agent, on behalf of itself and the Lenders, pursuant to this Agreement (together, the “Secured Party Accession Agreement”) and (ii) evidence reasonably satisfactory to it of the satisfaction of the conditions set forth in Section 7.1 the Master Collateral and Intercreditor Agreement with respect to such Obligations being treated as “Secured Obligations” thereunder[Intentionally omitted]. (h) The Administrative Agent shall have received certification, substantially in the form of Exhibit F hereto, as to the financial condition and solvency of the Borrower and its Subsidiaries from the Chief Financial Officer of the Borrower[Intentionally omitted]. (i) No changes or developments The Lenders shall have occurred, and no new or additional information, shall have been received or discovered by the Administrative Agent or the Lenders regarding the Borrower a detailed business plan of HealthSouth and its Subsidiaries subsidiaries for the fiscal years 2011 through 2015 (including, without limitation, quarterly projections for the first four fiscal quarters ending after January 31, 2005 as a result of their continuing investigation or otherwise that either individually or in the aggregate, could reasonably be expected to have a Material Adverse EffectEffective Date). (j) There The Administrative Agent and each Lender shall not have occurred a material adverse change received all such information as shall have been reasonably requested by it in order to enable it to comply with the businessrequirements of the USA Patriot Act and any other “know your customer” or similar laws or regulations. (k) On the Amendment Effective Date, assets(i) after giving effect to the consummation of the Transactions and any rights of contribution, properties, liabilities (actual and contingent), operations, condition (financial or otherwise) or prospects of the Borrower and its Restricted Subsidiaries, taken as a whole, since December 31shall be Solvent and the Loan Parties, 2003. taken as a whole, shall be Solvent and (kii) CT Corporation System the Administrative Agent shall have been appointed as Process Agent for received a solvency certificate from the period through Financial Officer of the Maturity Date Borrower and each Subsidiary Loan Party in accordance with Section 9.09(d). (l) The representations form and warranties of each Credit Party set forth in substance satisfactory to the Loan Documents shall be true in all material respects on and Administrative Agent, dated as of the Amendment Effective Date. (m) After giving effect Date and addressed to the Amendment Agents and Restatementthe Lenders, no Default shall have occurred in each case in form, scope and be continuing. (n) substance satisfactory to the Administrative Agent. The Administrative Agent shall have received the fee referred to in Section 2.07(c) for the accounts of the Existing Lenders. Promptly after the Amendment Effective Date occurs, the Administrative Agent shall notify the Borrower and the Lenders thereofof the Amendment Effective Date, and such notice shall be conclusive and binding. Notwithstanding the foregoing, the Amendment and Restatement shall not become effective unless each of the foregoing conditions is satisfied (or waived pursuant to Section 9.02) before 5:00 p.m., New York City time, on March 1, 2005.

Amendment Effective Date. The This Amendment Effective Date and the Amendment and Restatement effected pursuant to this Agreement shall not become effective until the date on which each of the following conditions is satisfied (or waived in accordance with Section 9.02): (a) The Administrative Agent (or its counsel) shall have received from each party to this Agreement either (i) a counterpart hereof signed on behalf of such party or (ii) written evidence satisfactory to the Administrative Agent (which may include telecopy transmission of a signed signature page) that such party has signed a counterpart of this Agreement. (b) The Administrative Agent shall have received a favorable written opinion (addressed to the Administrative Agent and the Lenders and dated the Amendment Effective Date) of each of (i) Cravath, Swaine & Xxxxx LLP, special New York counsel to the Borrower and the Guarantors, (ii) Lic. Xxxxxxxxx Xxxxxx, General Counsel to the Borrower and the Guarantors, and (iii) Xxxx Xxxxx, Xxxxxxx Xxxxxx, Xxxxxxxx y Xxxxx, S.C., special Mexican counsel to the Borrower and the Guarantors, substantially in the form of Exhibits X-0, X-0 and B-3, respectively. The Borrower requests such counsel to deliver such opinions. (c) The Administrative Agent shall have received a favorable written opinion (addressed to the Administrative Agent and the Lenders and dated the Amendment Effective Date) of each of (i) Xxxxx Xxxx & Xxxxxxxx, special New York counsel to the Administrative Agent and (ii) Xxxxxx & Xxxxx, S.C. special Mexican counsel to be binding upon the Administrative Agent, substantially in Borrower, the form Increasing Lenders, and each other Lender on the last day (the "AMENDMENT EFFECTIVE DATE") upon which (a) counterparts of Exhibits C-1 this Amendment shall have been executed and C-2, respectively, in each case covering such matters relating delivered to the Loan Documents as the Required Lenders may reasonably request. The Borrower requests such counsel to deliver such opinions. (d) The Administrative Agent shall have received such documents and certificates as by Borrower, Administrative Agent, the Administrative Agent or its counsel may reasonably request relating to (i) the organization, existence and good standing of each Credit Party, (ii) the authorization of the Borrowing hereunder (including the execution and delivery ofIncreasing Lenders, and performance by such Credit Party of its obligations under, each Loan Document Requisite Lenders (determined immediately prior to which it is a party) and any other transactions contemplated hereby and (iii) any other legal matters relating to the Credit Parties, the Loan Documents or such other transactions, all in form and substance satisfactory to the Administrative Agent and its counsel. (e) The Administrative Agent shall have received a certificate, dated the Amendment Effective Date and signed by the President, a Vice President or an Officer of the Borrower, confirming compliance with the conditions set forth in clauses (l) and (m) of this Section. (f) The Credit Parties shall have paid all fees and other amounts due and payable to the Lender Parties on or before the Amendment Effective Date, includingwithout giving effect to the Supplemental Commitments or the addition of the New Lenders), or when Administrative Agent shall have received, telecopied, telexed, or other evidence satisfactory to it that all such parties have executed and are delivering to Administrative Agent counterparts thereof; (b) the Revolving Notes (if any have been previously been requested by the Increasing Lenders) are executed by Borrower and delivered in accordance with PARAGRAPH 1.5 hereof; (c) Borrower shall have paid to Administrative Agent (for distribution to the Increasing Lenders) the upfront fee payable to each of the Increasing Lenders in the respective amounts set forth as the "SECOND AMENDMENT UPFRONT FEE" on ANNEX B for each Increasing Lender; (d) Borrower shall have repaid all outstanding Loans, to the extent invoicedany such Loans are outstanding (without giving effect to any Loans made after the effectiveness of this Amendment); (e) Borrower shall have delivered to Administrative Agent copies (certified by the Secretary or Assistant Secretary of Borrower) of all corporate action taken by Borrower to authorize the execution, all out-of-pocket expenses delivery, and performance of this Amendment, and any related Debt incurrence; and (including reasonable and documented feesf) Borrower shall have delivered to Administrative Agent an opinion of Xxxxxxxxxx Xxxxxx & Xxxxxxx LLP, charges and disbursements of counsel for the to Borrower, addressed to Administrative Agent and local counsel for the Lenders) required , in form and substance reasonably acceptable to be reimbursed or paid by any Credit Party under the Loan Documents. (g) The Administrative Agent shall have received (i) the Accession Agreement dated as of September 24, 2004 among the Borrower, the Collateral and Intercreditor Agent, the Grantor Subsidiaries party to the Original Loan Agreement, and the Administrative Agent, as supplemented by the Accession Agreement dated as of February 24, 2005, substantially in the form attached as Exhibit D hereto, duly completed with respect to the Obligations under this Agreement and the Notes and duly executed by the Borrower, the Collateral and Intercreditor Agent, and the Administrative Agent, on behalf of itself and the Lenders, pursuant to this Agreement (together, the “Secured Party Accession Agreement”) and (ii) evidence reasonably satisfactory to it of the satisfaction of the conditions set forth in Section 7.1 the Master Collateral and Intercreditor Agreement with respect to such Obligations being treated as “Secured Obligations” thereunder. (h) The Administrative Agent shall have received certification, substantially in the form of Exhibit F hereto, as to the financial condition and solvency of the Borrower and its Subsidiaries from the Chief Financial Officer of the Borrower. (i) No changes or developments shall have occurred, and no new or additional information, shall have been received or discovered by the Administrative Agent or the Lenders regarding the Borrower and its Subsidiaries after January 31, 2005 as a result of their continuing investigation or otherwise that either individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect. (j) There shall not have occurred a material adverse change in the business, assets, properties, liabilities (actual and contingent), operations, condition (financial or otherwise) or prospects of the Borrower and its Subsidiaries, taken as a whole, since December 31, 2003. (k) CT Corporation System shall have been appointed as Process Agent for the period through the Maturity Date in accordance with Section 9.09(d). (l) The representations and warranties of each Credit Party set forth in the Loan Documents shall be true in all material respects on and as of the Amendment Effective Date. (m) After giving effect to the Amendment and Restatement, no Default shall have occurred and be continuing. (n) The Administrative Agent shall have received the fee referred to in Section 2.07(c) for the accounts of the Existing Lenders. Promptly after the Amendment Effective Date occurs, the Administrative Agent shall notify the Borrower and the Lenders thereof, and such notice shall be conclusive and binding. Notwithstanding the foregoing, the Amendment and Restatement shall not become effective unless each of the foregoing conditions is satisfied (or waived pursuant to Section 9.02) before 5:00 p.m., New York City time, on March 1, 2005.

Amendment Effective Date. The Amendment Effective Date This amendment and restatement of the Amendment and Restatement effected pursuant to this Existing Senior Secured Credit Agreement shall not become effective until the date on which each of the following conditions is shall have been satisfied (or waived in accordance with Section 9.02): (a) The Administrative Agent (or its counsel) shall have received from each party to this Agreement either (i) a counterpart hereof signed on behalf counterparts of such party or this Agreement and the Collateral and Guarantee Agreement, in each case, executed by the Administrative Agent, the Collateral Agent, the Required Lenders, the Borrower and the Guarantors, (ii) written evidence satisfactory to Amendment Effective Date Lender Consents and commitments from Lenders and/or prospective Lenders representing 100% of the Administrative Agent aggregate outstanding principal amount of the Amendment Effective Date Term Loans and 100% of the Revolving Commitments, and (which may include telecopy transmission iii) the Perfection Certificate dated as of a signed signature page) that such party has signed a counterpart of this Agreementthe Amendment Effective Date and executed by the Borrower. (b) The Administrative Agent shall have received a favorable customary written opinion opinions (addressed to the Administrative Agent and the Lenders and dated the Amendment Effective Date) of each (a) the general counsel of (i) Cravath, Swaine & Xxxxx LLP, special New York counsel to the Borrower and (b) Xxxx Xxxxx LLP and other counsel for the GuarantorsLoan Parties, (ii) Lic. Xxxxxxxxx Xxxxxx, General Counsel covering such other customary matters relating to the Borrower Borrower, this Agreement or the Transactions as the Lenders shall reasonably request and the Guarantors, otherwise in form and (iii) Xxxx Xxxxx, Xxxxxxx Xxxxxx, Xxxxxxxx y Xxxxx, S.C., special Mexican counsel substance reasonably satisfactory to the Borrower and the Guarantors, substantially in the form of Exhibits X-0, X-0 and B-3, respectively. The Borrower requests such counsel to deliver such opinionsAdministrative Agent. (c) The Administrative Agent shall have received a favorable written opinion (addressed to the Administrative Agent and the Lenders and dated the Amendment Effective Date) of each of (i) Xxxxx Xxxx & Xxxxxxxx, special New York counsel to the Administrative Agent and (ii) Xxxxxx & Xxxxx, S.C. special Mexican counsel to the Administrative Agent, substantially in the form of Exhibits C-1 and C-2, respectively, in each case covering such matters relating to the Loan Documents as the Required Lenders may reasonably request. The Borrower requests such counsel to deliver such opinions. (d) The Administrative Agent shall have received such documents and certificates as the Administrative Agent or its counsel may reasonably request relating to (i) the organization, existence and good standing of each Credit Party, (ii) the Borrower and the Loan Parties and the authorization of the Borrowing hereunder (including the execution and delivery of, and performance by such Credit Party of its obligations under, each Loan Document to which it is a party) and any other transactions contemplated hereby and (iii) any other legal matters Transactions relating to the Credit PartiesBorrower, the Loan Documents Subsidiaries, this Agreement or such other transactionsthe Transactions, all in form and substance reasonably satisfactory to the Administrative Agent and its counsel, it being agreed that a certificate from the Secretary or Assistant Secretary (or other individual performing similar functions) certifying that any certified copies of any articles or certificate of incorporation or formation, operating agreement, partnership agreement, bylaws or similar organizational documents delivered to the Administrative Agent with respect to the Subsidiary Loan Parties in connection with the closing of the Existing Senior Secured Credit Agreement have not been amended, supplemented or otherwise modified since the date of certification thereof shall satisfy the requirements of this clause (c). (ed) The Administrative Agent shall have received a certificate, dated the Amendment Effective Date and signed by the President, a Vice President or an Financial Officer of the Borrower, confirming compliance with the conditions set forth in clauses paragraphs (la) and (mb) of this SectionSection 4.02. (e) [Intentionally omitted]. (f) The Credit Parties Administrative Agent and each Lender shall have paid received all fees and other amounts due and payable to the Lender Parties it on or before prior to the Amendment Effective Date, including, Date and to the extent invoiced, reimbursement or payment of all out-of-pocket expenses (including reasonable and documented fees, charges and disbursements of counsel for the Administrative Agent and local counsel for the Lenders) required to be reimbursed or paid by any Credit Party under the Loan DocumentsBorrower hereunder. (g) The Administrative Agent shall have received (i) the Accession Agreement dated as of September 24, 2004 among the Borrower, the Collateral and Intercreditor Agent, the Grantor Subsidiaries party to the Original Loan Agreement, and the Administrative Agent, as supplemented by the Accession Agreement dated as of February 24, 2005, substantially in the form attached as Exhibit D hereto, duly completed with respect to the Obligations under this Agreement and the Notes and duly executed by the Borrower, the Collateral and Intercreditor Agent, and the Administrative Agent, on behalf of itself and the Lenders, pursuant to this Agreement (together, the “Secured Party Accession Agreement”) and (ii) evidence reasonably satisfactory to it of the satisfaction of the conditions set forth in Section 7.1 the Master Collateral and Intercreditor Agreement with respect to such Obligations being treated as “Secured Obligations” thereunder[Intentionally omitted]. (h) The Administrative Agent shall have received certification, substantially in the form of Exhibit F hereto, as to the financial condition and solvency of the Borrower and its Subsidiaries from the Chief Financial Officer of the Borrower[Intentionally omitted]. (i) No changes or developments shall have occurred, and no new or additional information, shall have been received or discovered by the Administrative Agent or the Lenders regarding the Borrower and its Subsidiaries after January 31, 2005 as a result of their continuing investigation or otherwise that either individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect[Intentionally omitted]. (j) There The Administrative Agent and each Lender shall not have occurred received at least three (3) Business Days prior to the Closing Date (or such shorter period as the Administrative Agent may agree) (i) all such documentation and other information as shall have been reasonably requested by it in order to enable it to comply with the requirements of the USA Patriot Act and any other “know your customer” or similar laws or regulations and (ii) a material adverse change in Beneficial Ownership Certification. (k) On the businessAmendment Effective Date, assets(i) after giving effect to the consummation of the Transactions and any rights of contribution, properties, liabilities (actual and contingent), operations, condition (financial or otherwise) or prospects of the Borrower and its Restricted Subsidiaries, taken as a whole, since December 31shall be Solvent and the Loan Parties, 2003. taken as a whole, shall be Solvent and (kii) CT Corporation System the Administrative Agent shall have been appointed received a solvency certificate from the Financial Officer of the Borrower in form and substance satisfactory to the Administrative Agent, dated as Process Agent for of the period through Amendment Effective Date and addressed to the Maturity Date Agents and the Lenders, in accordance with Section 9.09(d)each case in form, scope and substance satisfactory to the Administrative Agent. (l) The representations and warranties of each Credit Party set forth in the Loan Documents shall be true in all material respects on and as of the Amendment Effective Date[Intentionally omitted]. (m) After giving effect to the Amendment and Restatement, no Default shall have occurred and be continuing[Intentionally omitted]. (n) The Administrative Agent shall have received the fee referred to a Borrowing Request in accordance with Section 2.07(c) for the accounts of the Existing Lenders2.03(b). Promptly after the Amendment Effective Date occurs, the The Administrative Agent shall notify the Borrower and the Lenders thereofof the Amendment Effective Date, and such notice shall be conclusive and binding. Notwithstanding the foregoing, the Amendment and Restatement shall not become effective unless each of the foregoing conditions is satisfied (or waived pursuant to Section 9.02) before 5:00 p.m., New York City time, on March 1, 2005.

Amendment Effective Date. The This Amendment shall become effective as of the date first written above (the “Amendment Effective Date and Date”), upon the Amendment and Restatement effected pursuant to this Agreement shall not become effective until the date on which each satisfaction of the following conditions is satisfied (or waived in accordance with Section 9.02):precedent (a) The Administrative Agent Agent’s receipt of the following, each of which shall be originals, telecopies or other electronic copies (or its counselfollowed promptly by originals) shall have received from unless otherwise specified, each party to this Agreement either properly executed by a Responsible Officer of the Company, if applicable, each dated the Amendment Effective Date (ior, in the case of certificates of governmental officials, a recent date before the Amendment Effective Date) a counterpart hereof signed on behalf of such party or (ii) written evidence and each in form and substance reasonably satisfactory to the Administrative Agent Agent: (which may include telecopy transmission of a signed signature pagei) that such party has signed a counterpart executed counterparts of this Agreement.Amendment, sufficient in number for distribution to the Administrative Agent, each Lender and each Borrower; (bii) The if so requested within three Business Days prior to the Amendment Effective Date, a Note executed by each Borrower in favor of each requesting Lender; (iii) a restated Security Agreement, duly executed by each Borrower, covering the Collateral of such Borrower, together with financing statements and Canadian personal property registration statements, that the Administrative Agent, in its reasonable opinion, may deem necessary to perfect the Liens created thereunder, covering the Collateral described therein, recent financing statement searches in the State of Texas that name the Company as debtor, recent personal property registration statement searches in British Columbia and Alberta that name PMCULC as debtor, and such other Collateral Documents as the Administrative Agent, in its reasonable opinion, may deem necessary to perfect the Liens created thereby; (iv) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent shall have received may reasonably require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Amendment and the other Loan Documents delivered pursuant to this §3.1 to which such Loan Party is a party; (v) such documents and certifications as the Administrative Agent may reasonably require to evidence that each Loan Party and General Partner is duly organized or formed, and that each Borrower is validly existing and in good standing in its jurisdiction of organization, issued by the appropriate authorities of such jurisdiction; (vi) favorable written opinion opinions of (A) Xxxxxxx XxXxx, Esq., General Counsel of the Company and PAA, (B) Fulbright & Xxxxxxxx L.L.P., special Texas and New York counsel to each Borrower and PAA and (C) Xxxxxxx Xxxxx LLP, special Canadian counsel to PMCULC, addressed to the Administrative Agent and each Lender; (vii) (A) the Lenders audited consolidated balance sheet of PAA and dated its Subsidiaries for the fiscal year ended December 31, 2011, and the related consolidated statements of income or operations and cash flows for such fiscal year and partners’ capital of PAA and its Subsidiaries, including the notes thereto, and (B) the pro forma financial projections and forecasts of PAA and its Subsidiaries prepared by or at the direction of PAA and delivered by the Company to the Administrative Agent for the second half of the fiscal year ending December 31, 2012 and for the fiscal years ending December 31, 2013 and December 31, 2014; (viii) a certificate signed by a Responsible Officer of the Company certifying (A) that the conditions specified in Section 4.02(a), (b) and (d) of the Credit Agreement have been satisfied (and in the case of said Section 4.02(d), if no Request for Credit Extension is made on the Amendment Effective Date, then determined in respect to then Outstanding Amount of Obligations, if any, of each Borrower), (B) the projections and forecasts described in §3.1(a)(vii)(B) of each of (i) Cravath, Swaine & Xxxxx LLP, special New York counsel to this Amendment were prepared in good faith upon assumptions deemed reasonable by PAA at the Borrower and the Guarantorstime made, (iiC) Lic. Xxxxxxxxx Xxxxxxthat there has been no event or circumstance since December 31, General Counsel 2011 that has had or could be reasonably expected to have, either individually or in the Borrower and aggregate, a Material Adverse Effect, (D) the Guarantorscurrent PAA Debt Rating, and (iiiE) Xxxx Xxxxx, Xxxxxxx Xxxxxx, Xxxxxxxx y Xxxxx, S.C., special Mexican counsel to the Borrower Company’s true and the Guarantors, substantially in the form of Exhibits X-0, X-0 correct U.S. taxpayer identification number and B-3, respectively. The Borrower requests such counsel to deliver such opinions.PMCULC’s true and correct Canadian corporate access number; and (cix) The Administrative Agent shall have received a favorable written opinion (addressed to the Administrative Agent and the Lenders and dated the Amendment Effective Date) of each of (i) Xxxxx Xxxx & Xxxxxxxxsuch other assurances, special New York counsel to the Administrative Agent and (ii) Xxxxxx & Xxxxxcertificates, S.C. special Mexican counsel to the Administrative Agentdocuments, substantially in the form of Exhibits C-1 and C-2, respectively, in each case covering such matters relating to the Loan Documents as the Required Lenders may reasonably request. The Borrower requests such counsel to deliver such opinions. (d) The Administrative Agent shall have received such documents and certificates consents or opinions as the Administrative Agent or its counsel may reasonably request relating to require. (ib) All consents, licenses and approvals required in connection with the organizationexecution, existence and good standing of each Credit Party, (ii) the authorization of the Borrowing hereunder (including the execution and delivery of, and performance by such Credit each Loan Party and the validity against each Loan Party of its obligations under, this Amendment and each other Loan Document to which it is a party) party shall have been obtained and any other transactions contemplated hereby shall be in full force and (iii) any other legal matters relating to the Credit Parties, the Loan Documents or such other transactions, all in form and substance satisfactory to the Administrative Agent and its counseleffect. (ec) The Administrative Agent There shall not have received a certificateoccurred during the period from December 31, dated 2011 through and including the Amendment Effective Date any event or condition that has had or could reasonably be expected, either individually or in the aggregate, to have a Material Adverse Effect, and signed by the Presidentthere shall be no actions, a Vice President suits, investigations, proceedings, claims or an Officer of the Borrower, confirming compliance with the conditions set forth in clauses (l) and (m) of this Section. (f) The Credit Parties shall have paid all fees and other amounts due and payable to the Lender Parties on or before the Amendment Effective Date, includingdisputes pending or, to the extent invoiced, all out-of-pocket expenses (including reasonable and documented fees, charges and disbursements of counsel for the Administrative Agent and local counsel for the Lenders) required to be reimbursed or paid by any Credit Party under the Loan Documents. (g) The Administrative Agent shall have received (i) the Accession Agreement dated as of September 24, 2004 among the Borrower, the Collateral and Intercreditor Agent, the Grantor Subsidiaries party to the Original Loan Agreement, and the Administrative Agent, as supplemented by the Accession Agreement dated as of February 24, 2005, substantially in the form attached as Exhibit D hereto, duly completed with respect to the Obligations under this Agreement and the Notes and duly executed by the Borrower, the Collateral and Intercreditor Agent, and the Administrative Agent, on behalf of itself and the Lenders, pursuant to this Agreement (together, the “Secured Party Accession Agreement”) and (ii) evidence reasonably satisfactory to it knowledge of the satisfaction Company, threatened in writing, at law, in equity, in arbitration or before any Governmental Authority, by or against any Borrower or any of the conditions set forth in Section 7.1 the Master Collateral and Intercreditor Agreement with respect to such Obligations being treated as “Secured Obligations” thereunder. (h) The Administrative Agent shall have received certification, substantially in the form of Exhibit F hereto, as to the financial condition and solvency of the Borrower and its Subsidiaries from the Chief Financial Officer of the Borrower. (i) No changes or developments shall have occurred, and no new or additional information, shall have been received or discovered by the Administrative Agent or the Lenders regarding the Borrower and its Subsidiaries after January 31, 2005 as a result against any of their continuing investigation properties or otherwise revenues that either individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect. (jd) There shall not have occurred a material adverse change in the businessAny fees, assetsincluding any arrangement fees, propertiesagency fees and upfront fees, liabilities (actual and contingent), operations, condition (financial or otherwise) or prospects any expenses of the Borrower Arrangers and its SubsidiariesAdministrative Agent, taken in each case, as a wholeagreed in writing by the Company, since December 31, 2003required to be paid on or before the Amendment Effective Date shall have been paid. (ke) CT Corporation System The Company shall have been appointed as Process paid all reasonable fees, charges and disbursements of counsel to the Administrative Agent for to the period through the Maturity Date in accordance with Section 9.09(d). (l) The representations and warranties of each Credit Party set forth in the Loan Documents shall be true in all material respects on and as of extent timely invoiced prior to the Amendment Effective Date. (m) After giving effect . For purposes of determining compliance with the conditions specified in this §3.1, each Lender that has signed this Amendment shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Amendment and Restatement, no Default shall have occurred and be continuing. (n) The Administrative Agent shall have received notice from such Lender prior to the fee referred to in Section 2.07(c) for the accounts of the Existing Lenders. Promptly after the proposed Amendment Effective Date occurs, specifying its objection thereto and the Administrative Agent shall notify hereby agrees to promptly provide the Borrower and the Lenders thereof, and Company with a copy of any such notice shall be conclusive and binding. Notwithstanding received by the foregoing, the Amendment and Restatement shall not become effective unless each of the foregoing conditions is satisfied (or waived pursuant to Section 9.02) before 5:00 p.m., New York City time, on March 1, 2005Administrative Agent.

Amendment Effective Date. The This Refinancing and Incremental Amendment shall become effective as of the first date (the “Amendment Effective Date and the Amendment and Restatement effected pursuant to this Agreement shall not become effective until the date Date”) on which each of the following conditions is satisfied (or waived in accordance with Section 9.02):shall have been satisfied: (a) The Administrative Agent (or its counsel) shall have received from each party to this Agreement either (i) a counterpart hereof signed on behalf signature page of such party or this Refinancing and Incremental Amendment duly executed by each of the Borrower and the Administrative Agent and (ii) written evidence satisfactory to the Administrative Agent (which may include telecopy transmission of a signed signature page) that such party has signed Lender Addendum or a counterpart of to this AgreementRefinancing Amendment, as applicable, executed and delivered by each New Tranche B-6 Term Lender. (b) The conditions set forth in Sections 4.03(a) and (b) of the Credit Agreement shall be satisfied on and as of the Amendment Effective Date, and the Administrative Agent shall have received a certificate (in form and substance reasonably acceptable to the Administrative Agent), dated as of the Amendment Effective Date and signed by a Responsible Officer of the Borrower, to such effect. (c) The representations and warranties set forth in Section 4(c) of this Refinancing and Incremental Amendment shall be true and correct in all respects on and as of the Amendment Effective Date, and the Administrative Agent shall have received a certificate (in form and substance reasonably acceptable to the Administrative Agent), dated as of the Amendment Effective Date and signed by a Financial Officer of the Borrower, certifying as to such representations and warranties, together with reasonably detailed calculations demonstrating compliance with clauses (ii) and (iii) of such Section 4(c). (d) The Administrative Agent shall have received a the favorable written opinion legal opinions of (i) Freshfields Bruckhaus Xxxxxxxx US LLP, New York counsel to the Loan Parties, and (ii) Xxxx X. Xxxxxxxx, Esq., general counsel of the Borrower, in each case addressed to the Lenders, the Administrative Agent, the Collateral Agent and the Lenders each Issuing Bank and dated the Amendment Effective Date) of each of (i) Cravath, Swaine & Xxxxx LLP, special New York counsel which opinions shall be in form and substance reasonably satisfactory to the Borrower and the Guarantors, (ii) Lic. Xxxxxxxxx Xxxxxx, General Counsel to the Borrower and the Guarantors, and (iii) Xxxx Xxxxx, Xxxxxxx Xxxxxx, Xxxxxxxx y Xxxxx, S.C., special Mexican counsel to the Borrower and the Guarantors, substantially in the form of Exhibits X-0, X-0 and B-3, respectivelyAdministrative Agent. The Borrower hereby requests such counsel to deliver such opinions. (ce) The Administrative Agent shall have received a favorable written opinion (addressed to Borrowing Request in respect of the Administrative Agent and New Tranche B-6 Term Loans, which shall be in compliance with the Lenders and dated notice requirements set forth in Section 2.03 of the Amendment Effective Date) of each of (i) Xxxxx Xxxx & Xxxxxxxx, special New York counsel to the Administrative Agent and (ii) Xxxxxx & Xxxxx, S.C. special Mexican counsel to the Administrative Agent, substantially in the form of Exhibits C-1 and C-2, respectively, in each case covering such matters relating to the Loan Documents Credit Agreement as the Required Lenders may reasonably request. The Borrower requests such counsel to deliver such opinionsamended hereby. (df) The Administrative Agent shall have received such documents and certificates as the Administrative Agent or its counsel may reasonably request relating to (i) the organization, existence and good standing of each Credit Loan Party, (ii) the authorization of the Borrowing hereunder (including the execution and execution, delivery of, and performance by such of this Refinancing and Incremental Amendment, the performance of the Credit Party of its obligations under, Agreement and each other applicable Loan Document to which it is a party) and any other transactions contemplated hereby and (iii) any other legal matters relating to the Credit Parties, Wireline Companies or the Loan Documents or such other transactionsDocuments, all in form and substance reasonably satisfactory to the Administrative Agent and its counsel. (eg) The Administrative Agent Each Loan Party not a party hereto shall have received entered into a certificate, dated reaffirmation agreement in form and substance reasonably satisfactory to the Amendment Effective Date and signed by the President, a Vice President or an Officer of the Borrower, confirming compliance with the conditions set forth in clauses (l) and (m) of this SectionAdministrative Agent. (fh) The Credit Parties Borrower shall have paid all fees and other amounts due and payable pursuant to this Refinancing and Incremental Amendment and/or any letter agreements or fee letters by and between the Lender Parties on or before Borrower and the Amendment Effective DateLead Arranger (collectively, “Engagement Letter”), including, to the extent invoiced, all reimbursement or payment of documented and reasonable out-of-pocket expenses (including reasonable in connection with this Refinancing and documented fees, charges Incremental Amendment and disbursements any other out-of-pocket expenses of counsel for the Administrative Agent and local counsel for the Lenders) Lead Arranger required to be paid or reimbursed pursuant to the Credit Agreement or paid by any Credit Party under the Loan Documents. (g) The Engagement Letter; provided that it is understood and agreed that the Additional Tranche B-6 Lenders may net the fees and expenses described in this paragraph from the proceeds of the Additional New Tranche B-6 Term Loans prior to providing such proceeds to the Administrative Agent shall have received (i) the Accession Agreement dated as of September 24, 2004 among the Borrower, the Collateral and Intercreditor Agent, the Grantor Subsidiaries party for distribution to the Original Loan Agreement, and the Administrative Agent, as supplemented by the Accession Agreement dated as of February 24, 2005, substantially in the form attached as Exhibit D hereto, duly completed with respect to the Obligations under this Agreement and the Notes and duly executed by the Borrower, the Collateral and Intercreditor Agent, and the Administrative Agent, on behalf of itself and the Lenders, pursuant to this Agreement (together, the “Secured Party Accession Agreement”) and (ii) evidence reasonably satisfactory to it of the satisfaction of the conditions set forth in Section 7.1 the Master Collateral and Intercreditor Agreement with respect to such Obligations being treated as “Secured Obligations” thereunder. (h) The Administrative Agent shall have received certification, substantially in the form of Exhibit F hereto, as to the financial condition and solvency of the Borrower and its Subsidiaries from the Chief Financial Officer of the Borrower. (i) No changes or developments The New Tranche B-6 Term Lenders shall have occurredreceived, no later than three Business Days prior to the Amendment Effective Date, all documentation and no new or additional information, shall have other information about the Borrower and the Guarantors as has been received or discovered reasonably requested by the Administrative Agent or any New Tranche B-6 Term Lender that such Person reasonably determines is required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the Lenders regarding the Borrower and its Subsidiaries after January 31Act, 2005 as a result of their continuing investigation or otherwise that either individually or has been reasonably requested at least five Business Days in the aggregate, could reasonably be expected to have a Material Adverse Effect. (j) There shall not have occurred a material adverse change in the business, assets, properties, liabilities (actual and contingent), operations, condition (financial or otherwise) or prospects of the Borrower and its Subsidiaries, taken as a whole, since December 31, 2003. (k) CT Corporation System shall have been appointed as Process Agent for the period through the Maturity Date in accordance with Section 9.09(d). (l) The representations and warranties of each Credit Party set forth in the Loan Documents shall be true in all material respects on and as advance of the Amendment Effective Date. (mj) After giving effect to The prepayment of (A) the Amendment Existing Tranche B-6 Term Loans of the Non-Continuing Tranche B-6 Lenders and Restatement(B) the Non-Allocated Term Loans of the Continuing Tranche B-6 Lenders, no Default in each case, shall have occurred and be continuing. been consummated or, substantially concurrently with the incurrence (nor continuation) The Administrative Agent shall have received the fee referred to in Section 2.07(c) for the accounts of the Existing LendersNew Tranche B-6 Term Loans, shall be consummated. Promptly after the Amendment Effective Date occurs, the The Administrative Agent shall notify the Borrower and the New Tranche B-6 Term Lenders thereof, of the Amendment Effective Date and such notice shall be conclusive and binding. Notwithstanding the foregoing, the Amendment and Restatement shall not become effective unless each of the foregoing conditions is satisfied (or waived pursuant to Section 9.02) before 5:00 p.m., New York City time, on March 1, 2005.

Amendment Effective Date. The This Second Amendment Effective Date and the Amendment and Restatement effected pursuant to this Agreement shall not become effective until as of the date on which each of first above written (the following conditions is satisfied (or waived in accordance with Section 9.02):"AMENDMENT EFFECTIVE DATE"), when the Lender shall have received: (a) The Administrative Agent (or its counsel) shall have received from each party to this Agreement either $7,500,000, representing payment of (i) a counterpart hereof signed on behalf of such party or the Defaulted Loan Payment and (ii) written evidence satisfactory to the Administrative Agent regularly scheduled loan payments of principal and interest required by Section 2.02(b) and (which may include telecopy transmission c) of a signed signature page) that such party has signed a counterpart of this Agreement.the Loan Agreement due on or before May 1, 2001, June 1, 2001, July 1, 2001, and August 1, 2001; (b) The Administrative Agent shall have received a favorable written opinion counterparts of this Second Amendment duly executed by the Borrower and the Lender; (addressed c) counterparts of the First Amendment to the Administrative Agent Pledge Agreement dated as of April 13, 2001 (the "PLEDGE AGREEMENT AMENDMENT"), in the form of EXHIBIT B to this Second Amendment duly executed by the Borrower and the Lenders Lender; (d) counterparts of the First Amendments to Guaranty Agreements dated as of April 13, 2001 (the "GUARANTY AMENDMENTS"), in the forms of EXHIBIT C-1 and dated C-2 to this Second Amendment executed by the Amendment Effective Daterespective Guarantors and the Lender; (e) counterparts of each the Intercreditor Agreement in the form of EXHIBIT D executed by Startec Global Operating Company and the Lender; (if) Cravath, Swaine & Xxxxx LLP, special New York an opinion of counsel to the Borrower satisfactory to Lender it its sole discretion; (g) a certificate and its attachments (the Guarantors, (ii"OFFICERS' CERTIFICATE") Lic. Xxxxxxxxx Xxxxxx, General Counsel dated the date first above written executed by a Responsible Officer of the Borrower and a Responsible Officer of each of the Guarantors certifying that the resolutions attached to the Officers' Certificate are true and correct copies of all corporate action necessary to be taken by the Borrower and the Guarantors, and (iii) Xxxx Xxxxx, Xxxxxxx Xxxxxx, Xxxxxxxx y Xxxxx, S.C., special Mexican counsel Guarantors to the Borrower and the Guarantors, substantially in the form of Exhibits X-0, X-0 and B-3, respectively. The Borrower requests such counsel to deliver such opinions. (c) The Administrative Agent shall have received a favorable written opinion (addressed to the Administrative Agent and the Lenders and dated the Amendment Effective Date) of each of (i) Xxxxx Xxxx & Xxxxxxxx, special New York counsel to the Administrative Agent and (ii) Xxxxxx & Xxxxx, S.C. special Mexican counsel to the Administrative Agent, substantially in the form of Exhibits C-1 and C-2, respectively, in each case covering such matters relating to the Loan Documents as the Required Lenders may reasonably request. The Borrower requests such counsel to deliver such opinions. (d) The Administrative Agent shall have received such documents and certificates as the Administrative Agent or its counsel may reasonably request relating to (i) the organization, existence and good standing of each Credit Party, (ii) the authorization of the Borrowing hereunder (including authorize the execution and delivery ofof this Second Amendment, the Pledge Agreement Amendment, the Guaranty Amendments and the Intercreditor Agreement, as applicable, and performance by such Credit Party resolutions remain in full force and effect; and the Responsible Officers of its obligations underthe Borrower and of each of the Guarantors whose the names, each Loan Document true signatures and incumbency are set forth therein are authorized to which it is a party) execute and any other transactions contemplated hereby and (iii) any other legal matters relating to the Credit Partiesdeliver this Second Amendment, the Loan Documents or such other transactions, all in form and substance satisfactory to the Administrative Agent and its counsel. (e) The Administrative Agent shall have received a certificate, dated the Amendment Effective Date and signed by the President, a Vice President or an Officer of the Borrower, confirming compliance with the conditions set forth in clauses (l) and (m) of this Section. (f) The Credit Parties shall have paid all fees and other amounts due and payable to the Lender Parties on or before the Amendment Effective Date, including, to the extent invoiced, all out-of-pocket expenses (including reasonable and documented fees, charges and disbursements of counsel for the Administrative Agent and local counsel for the Lenders) required to be reimbursed or paid by any Credit Party under the Loan Documents. (g) The Administrative Agent shall have received (i) the Accession Pledge Agreement dated as of September 24, 2004 among the BorrowerAmendment, the Collateral Guaranty Amendments and the Intercreditor Agent, the Grantor Subsidiaries party to the Original Loan Agreement, and the Administrative Agent, as supplemented by the Accession Agreement dated as of February 24, 2005, substantially in the form attached as Exhibit D hereto, duly completed with respect to the Obligations under this Agreement and the Notes and duly executed by the Borrower, the Collateral and Intercreditor Agent, and the Administrative Agent, on behalf of itself and the Lenders, pursuant to this Agreement (together, the “Secured Party Accession Agreement”) and (ii) evidence reasonably satisfactory to it of the satisfaction of the conditions set forth in Section 7.1 the Master Collateral and Intercreditor Agreement with respect to such Obligations being treated as “Secured Obligations” thereunder.applicable; (h) The Administrative Agent shall the Amendment Fee and confirmation from Lender's counsel that all fees and expenses of Lender's counsel outstanding on the date hereof have received certification, substantially been paid in the form of Exhibit F hereto, as to the financial condition and solvency of the Borrower and its Subsidiaries from the Chief Financial Officer of the Borrowerfull. (i) No changes or developments The transaction contemplated by the Receivables Purchase Agreement shall have occurred, closed and no new or additional information, Allied Capital Corporation shall have been received or discovered by the Administrative Agent or the Lenders regarding advanced $15,000,000 to the Borrower and its Subsidiaries after January 31for application to, 2005 as a result of their continuing investigation or otherwise that either individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect. (j) There shall not have occurred a material adverse change in the business, assets, properties, liabilities (actual and contingent), operations, condition (financial or otherwise) or prospects of the Borrower and its Subsidiaries, taken as a whole, since December 31, 2003. (k) CT Corporation System shall have been appointed as Process Agent for the period through the Maturity Date in accordance with Section 9.09(d). (l) The representations and warranties of each Credit Party set forth in the Loan Documents shall be true in all material respects on and as of the Amendment Effective Date. (m) After giving effect to the Amendment and Restatement, no Default shall have occurred and be continuing. (n) The Administrative Agent shall have received the fee referred to in Section 2.07(c) for the accounts of the Existing Lenders. Promptly after the Amendment Effective Date occursamong other things, the Administrative Agent shall notify the Borrower and the Lenders thereof, and such notice shall be conclusive and binding. Notwithstanding the foregoing, the Amendment and Restatement shall not become effective unless each of the foregoing conditions is satisfied (or waived pursuant to Section 9.02) before 5:00 p.m., New York City time, on March 1, 2005uses provided herein.

Amendment Effective Date. The This Amendment shall become effective as of the first date (such date, the “Fifth Amendment Effective Date and the Amendment and Restatement effected pursuant to this Agreement shall not become effective until the date Date”) on which each of the following conditions is satisfied (or waived in accordance with Section 9.02):shall have been satisfied: (a) The the Administrative Agent (or its counsel) shall have received from each party to a counterpart signature page of this Agreement either Amendment duly executed by (i) a counterpart hereof signed on behalf of such party or the Parent Borrower and (ii) written evidence satisfactory to the Administrative Agent Consenting Lenders constituting the Required Revolving Lenders (which may include telecopy transmission in each case, including by way of a signed signature page) that such party has signed a counterpart of this Agreement.Electronic Signatures (as defined below)); (b) The Administrative Agent each of the representations and warranties made by any Loan Party in or pursuant to the Loan Documents shall be true and correct in all material respects (or in all respects if qualified by materiality) on and as of the Fifth Amendment Effective Date, immediately prior to and immediately after giving effect to this Amendment and the transactions contemplated hereby), as if made on and as of such date, except to the extent expressly made as of an earlier date, in which case such representations and warranties shall have received a favorable written opinion been so true and correct as of such earlier date; (addressed c) all fees (including, for the avoidance of doubt, the consent fee separately agreed in writing between the Parent Borrower and the Consenting Lenders) required to be paid by the Parent Borrower in connection with this Amendment to the Administrative Agent and the Consenting Lenders and dated shall have been paid substantially simultaneously with the Fifth Amendment Effective Date) of each of (i) Cravath, Swaine & Xxxxx LLP, special New York counsel to the Borrower and the Guarantors, (ii) Lic. Xxxxxxxxx Xxxxxx, General Counsel to the Borrower and the Guarantors, and (iii) Xxxx Xxxxx, Xxxxxxx Xxxxxx, Xxxxxxxx y Xxxxx, S.C., special Mexican counsel to the Borrower and the Guarantors, substantially in the form of Exhibits X-0, X-0 and B-3, respectively. The Borrower requests such counsel to deliver such opinions. (c) The Administrative Agent shall have received a favorable written opinion (addressed to the Administrative Agent and the Lenders and dated the Amendment Effective Date) of each of (i) Xxxxx Xxxx & Xxxxxxxx, special New York counsel to the Administrative Agent and (ii) Xxxxxx & Xxxxx, S.C. special Mexican counsel to the Administrative Agent, substantially in the form of Exhibits C-1 and C-2, respectively, in each case covering such matters relating to the Loan Documents as the Required Lenders may reasonably request. The Borrower requests such counsel to deliver such opinions.; and (d) The Administrative Agent shall have received such documents and certificates as the Administrative Agent no Default or its counsel may reasonably request relating to (i) the organization, existence and good standing Event of each Credit Party, (ii) the authorization of the Borrowing hereunder (including the execution and delivery of, and performance by such Credit Party of its obligations under, each Loan Document to which it is a party) and any other transactions contemplated hereby and (iii) any other legal matters relating to the Credit Parties, the Loan Documents or such other transactions, all in form and substance satisfactory to the Administrative Agent and its counsel. (e) The Administrative Agent shall have received a certificate, dated the Amendment Effective Date and signed by the President, a Vice President or an Officer of the Borrower, confirming compliance with the conditions set forth in clauses (l) and (m) of this Section. (f) The Credit Parties shall have paid all fees and other amounts due and payable to the Lender Parties on or before the Amendment Effective Date, including, to the extent invoiced, all out-of-pocket expenses (including reasonable and documented fees, charges and disbursements of counsel for the Administrative Agent and local counsel for the Lenders) required to be reimbursed or paid by any Credit Party under the Loan Documents. (g) The Administrative Agent shall have received (i) the Accession Agreement dated as of September 24, 2004 among the Borrower, the Collateral and Intercreditor Agent, the Grantor Subsidiaries party to the Original Loan Agreement, and the Administrative Agent, as supplemented by the Accession Agreement dated as of February 24, 2005, substantially in the form attached as Exhibit D hereto, duly completed with respect to the Obligations under this Agreement and the Notes and duly executed by the Borrower, the Collateral and Intercreditor Agent, and the Administrative Agent, on behalf of itself and the Lenders, pursuant to this Agreement (together, the “Secured Party Accession Agreement”) and (ii) evidence reasonably satisfactory to it of the satisfaction of the conditions set forth in Section 7.1 the Master Collateral and Intercreditor Agreement with respect to such Obligations being treated as “Secured Obligations” thereunder. (h) The Administrative Agent shall have received certification, substantially in the form of Exhibit F hereto, as to the financial condition and solvency of the Borrower and its Subsidiaries from the Chief Financial Officer of the Borrower. (i) No changes or developments shall have occurred, and no new or additional information, shall have been received or discovered by the Administrative Agent or the Lenders regarding the Borrower and its Subsidiaries after January 31, 2005 as a result of their continuing investigation or otherwise that either individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect. (j) There shall not have occurred a material adverse change in the business, assets, properties, liabilities (actual and contingent), operations, condition (financial or otherwise) or prospects of the Borrower and its Subsidiaries, taken as a whole, since December 31, 2003. (k) CT Corporation System shall have been appointed as Process Agent for the period through the Maturity Date in accordance with Section 9.09(d). (l) The representations and warranties of each Credit Party set forth in the Loan Documents shall be true in all material respects on and as of the Amendment Effective Date. (m) After giving effect to the Amendment and Restatement, no Default shall have occurred and be continuing. (n) The Administrative Agent shall have received continuing on the fee referred to in Section 2.07(c) for the accounts of the Existing Lenders. Promptly after the Fifth Amendment Effective Date occursor after giving effect to this Amendment and the Amended Credit Agreement. For purposes of determining whether the conditions specified in this ‎Section 3 have been satisfied, the Administrative Agent shall notify the Borrower and the Lenders thereof, and such notice each Consenting Lender that has executed this Amendment shall be conclusive and binding. Notwithstanding deemed to have consented to, approved or accepted, or to be satisfied with, each document or other matter required hereunder to be consented to or approved by or acceptable or satisfactory to the foregoingAdministrative Agent or such Consenting Lender, as the Amendment and Restatement shall not become effective unless each case may be, as of the foregoing conditions is satisfied (or waived pursuant to Section 9.02) before 5:00 p.m., New York City time, on March 1, 2005Fifth Amendment Effective Date.

Amendment Effective Date. The This Amendment shall become effective as of the first date (the “Amendment Effective Date and the Amendment and Restatement effected pursuant to this Agreement shall not become effective until the date Date”) on which each of the following conditions is satisfied (or waived in accordance with Section 9.02): (a) The Administrative Agent (or its counsel) shall have received from each party to this Agreement either been satisfied: (i) a counterpart hereof signed on behalf of such party or (ii) written evidence satisfactory to the Administrative Agent (which may include telecopy transmission of a signed signature page) that such party has signed a counterpart of this Agreement. (b) The Administrative Agent shall have received a counterpart signature page of this Amendment duly executed by each of the Borrower, each Guarantor, each Refinancing Term Lender, each Refinancing Revolving Lender and other Lenders (together with the Refinancing Term Lenders and Refinancing Revolving Lenders) sufficient to constitute, collectively, the Requisite Lenders; (ii) the Administrative Agent and Lenders and their respective counsel shall have received an original executed copy of the favorable written opinion (of Xxxxx Xxxxxxx LLP, counsel for the Credit Parties, dated as of the Amendment Effective Date and in form and substance reasonably satisfactory to the Administrative Agent, addressed to the Administrative Agent and the Lenders and dated as of the Amendment Effective DateDate after giving effect to this Amendment (and each Credit Party hereby instructs such counsel to deliver such opinion to the Administrative Agent and such Lenders); (iii) of each of the Administrative Agent shall have received (i) Cravatha copy of each Organizational Document of each Credit Party certified, Swaine & Xxxxx LLP, special New York counsel to the Borrower extent applicable, as of a recent date by the applicable Governmental Authority, or, if reasonably acceptable to the Administrative Agent, a certification by an Authorized Officer that the applicable Organizational Documents delivered in connection with the Closing Date, remain in full force and effect and have not been amended, modified, revoked or rescinded since the GuarantorsClosing Date, as applicable, (ii) Lic. Xxxxxxxxx Xxxxxx, General Counsel to signature and incumbency certificates of the Borrower and the Guarantors, and (iii) Xxxx Xxxxx, Xxxxxxx Xxxxxx, Xxxxxxxx y Xxxxx, S.C., special Mexican counsel to the Borrower and the Guarantorsofficers or directors of each Credit Party executing this Amendment, substantially in the form of Exhibits X-0the closing certificates delivered on the Closing Date, X-0 and B-3(iii) resolutions of the Board of Directors or similar governing body of each Credit Party approving and, respectively. The Borrower requests such counsel to deliver such opinions. (c) The Administrative Agent shall have received a favorable written opinion (addressed to the Administrative Agent and extent required in any jurisdiction, resolutions of the Lenders and dated the Amendment Effective Date) meeting of each shareholders of (i) Xxxxx Xxxx & Xxxxxxxx, special New York counsel to the Administrative Agent and (ii) Xxxxxx & Xxxxx, S.C. special Mexican counsel to the Administrative Agent, substantially in the form of Exhibits C-1 and C-2, respectivelya Credit Party, in each case covering such matters relating authorizing the execution, delivery and performance of this Amendment, certified as of the Amendment Effective Date by a director, its secretary, an assistant secretary as being in full force and effect without modification or amendment and (iv) a good standing certificate (to the Loan Documents as extent such concept is applicable in the Required Lenders may reasonably request. The Borrower requests such counsel to deliver such opinions. (drelevant jurisdiction) The Administrative Agent shall have received such documents and certificates as from the Administrative Agent or its counsel may reasonably request relating to (i) the organization, existence and good standing applicable Governmental Authority of each Credit Party’s jurisdiction of incorporation, organization or formation; (iiiv) the authorization representations and warranties of the Borrowing hereunder Credit Parties set forth in Section 4 hereof shall be true and correct in all material respects as of the Amendment Effective Date (including except to the execution extent such representations and delivery ofwarranties specifically relate to an earlier date, in which case such representations and warranties shall be true and correct in all material respects on and as of such earlier date), and performance by such Credit Party of its obligations under, each Loan Document to which it is a party) and any other transactions contemplated hereby and (iii) any other legal matters relating to the Credit Parties, the Loan Documents or such other transactions, all in form and substance satisfactory to the Administrative Agent and its counsel. (e) The Administrative Agent shall have received a certificate, dated as of the Amendment Effective Date and signed by the President, a Vice President or an Officer of the Borrower, confirming compliance with the conditions set forth accuracy thereof, which shall be in clauses (l) form and (m) of this Section.substance reasonably satisfactory to Administrative Agent; (fv) The Credit Parties the Borrower shall have paid all fees and other amounts due and payable to GS Bank, X.X. Xxxxxx Securities LLC (“JPMS”), Citigroup Global Markets Inc. (“CGMI”), Xxxxxxx Xxxxx Xxxxxx Xxxxxx & Xxxxx Incorporated (“MLPFS”) as joint lead arrangers, bookrunners and co-syndication agent (in such capacities, the Lender Parties on “Lead Arrangers”), Fifth Third Bank as documentation agent and the Administrative Agent in connection with this Amendment, including reimbursement or before payment of reasonable costs and expenses actually incurred by the Amendment Effective DateLead Arrangers or the Administrative Agent in connection with this Amendment, including, to including the extent invoiced, all out-of-pocket expenses (including reasonable and documented fees, charges expenses and disbursements of counsel for the Administrative Agent and local counsel for the Lenders) required to be reimbursed or paid by any Credit Party under the Loan Documents. (g) The Administrative Agent shall have received (i) the Accession Agreement dated as of September 24, 2004 among the Borrower, the Collateral and Intercreditor Agent, the Grantor Subsidiaries party to the Original Loan Agreement, Lead Arrangers and the Administrative Agent, as supplemented by in each case, to the Accession Agreement dated as extent that Borrower has received a reasonably detailed invoice for such costs and expenses prior to the Amendment Effective Date; (vi) concurrently with the making of February 24the Refinancing Tranche A Term Loans and making the Refinancing Revolving Commitments available hereunder, 2005(a) the entire aggregate principal amount of the Existing Tranche A Term Loans and (b) all accrued interest, substantially fees and other amounts (including any amounts due pursuant to Section 2.18 of the Credit Agreement) accrued prior to the Amendment Effective Date in connection therewith and in connection with the Existing Revolving Commitments shall have been paid (or, in the form attached as Exhibit D heretocase of principal, duly completed deemed paid pursuant to this Amendment) in full and all Interest Periods in respect of thereof shall have been terminated; and (vii) the Borrower shall have delivered a Funding Notice with respect to the Obligations under this Agreement and the Notes and duly executed by the BorrowerRefinancing Tranche A Term Loans, the Collateral and Intercreditor Agent, and the Administrative Agent, on behalf notice of itself and the Lenders, pursuant to this Agreement (together, the “Secured Party Accession Agreement”) and (ii) evidence reasonably satisfactory to it of the satisfaction of the conditions set forth in Section 7.1 the Master Collateral and Intercreditor Agreement prepayment with respect to such Obligations being treated as “Secured Obligations” thereunderthe Existing Tranche A Term Loans and notice of termination with respect to the Existing Revolving Commitments. (hb) The Administrative Agent shall have received certification, substantially in the form of Exhibit F hereto, as to the financial condition and solvency of the Borrower and its Subsidiaries from the Chief Financial Officer of the Borrower. (i) No changes or developments shall have occurred, and no new or additional information, shall have been received or discovered by the Administrative Agent or the Lenders regarding the Borrower and its Subsidiaries after January 31, 2005 as a result of their continuing investigation or otherwise that either individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect. (j) There shall not have occurred a material adverse change in the business, assets, properties, liabilities (actual and contingent), operations, condition (financial or otherwise) or prospects of the Borrower and its Subsidiaries, taken as a whole, since December 31, 2003. (k) CT Corporation System shall have been appointed as Process Agent for the period through the Maturity Date in accordance with Section 9.09(d). (l) The representations and warranties of each Credit Party set forth in the Loan Documents shall be true in all material respects on and as of the Amendment Effective Date. (m) After giving effect to the Amendment and Restatement, no Default shall have occurred and be continuing. (n) The Administrative Agent shall have received the fee referred to in Section 2.07(c) for the accounts of the Existing Lenders. Promptly after the Amendment Effective Date occurs, the Administrative Agent shall notify the Borrower and the Lenders thereof, of the Amendment Effective Date and such notice shall be conclusive and binding. Notwithstanding the foregoing, the Amendment and Restatement Effective Date shall not become effective unless occur if each of the foregoing conditions is set forth or referred to in this Section 5 has not been satisfied (or waived pursuant in accordance with Section 10.05 of the Credit Agreement at or prior to Section 9.02) before 5:00 p.m., New York City time, on March 1Xxxxx 00, 20050000 (xx being understood that any such failure of the Amendment Effective Date to occur by such date will not affect any rights or obligations of any Person under the existing Credit Agreement).

Amendment Effective Date. The This Amendment shall become effective as of the first date (the “Amendment Effective Date and the Amendment and Restatement effected pursuant to this Agreement shall not become effective until the date Date”) on which each of the following conditions is satisfied (or waived in accordance with Section 9.02):shall have been satisfied: (a) The Administrative Agent (or its counsel) shall have received from each party a counterpart signature page to this Agreement either Amendment executed and delivered by each of (i) a counterpart hereof signed on behalf of such party or each Obligor, (ii) written evidence satisfactory to the Administrative Agent Agent, and (which may include telecopy transmission of a signed signature pageiii) that such party has signed a counterpart of this Agreementeach Lender. (b) The Administrative representations and warranties set forth in Section 4 of this Amendment shall be true and correct in all respects on and as of the Amendment Effective Date, and the Agent shall have received a favorable certificate (in form and substance reasonably acceptable to the Agent), dated as of the Amendment Effective Date and signed by a Responsible Officer of the Company, certifying as to such representations and warranties, together with reasonably detailed calculations demonstrating compliance with clause (ii) of Section 4(c). (c) The Agent shall have received a written opinion opinion, reasonably acceptable to the Agent in form and substance (addressed to the Administrative Agent and the Lenders and dated the Amendment Effective Date) of from each of (i) CravathWachtell, Swaine Lipton, Xxxxx & Xxxxx Xxxx LLP, special New York counsel to for the Borrower and the GuarantorsObligors, (ii) Lic. Xxxxxxxxx Xxxxxx, General Counsel to the Borrower and the Guarantors, and (iii) Xxxx Xxxxx, Xxxxxxx Xxxxxx, Xxxxxxxx y Xxxxx, S.C., special Mexican counsel to the Borrower and the Guarantors, substantially in the form of Exhibits X-0, X-0 and B-3, respectively. The Borrower requests such counsel to deliver such opinions. (c) The Administrative Agent shall have received a favorable written opinion (addressed to the Administrative Agent and the Lenders and dated the Amendment Effective Date) of each of (i) Xxxxx Xxxx & Xxxxxxxx, special New York counsel to the Administrative Agent and (ii) Xxxxxx Potter Xxxxxxxx & XxxxxXxxxxxx LLP, S.C. special Mexican Delaware counsel to for the Administrative Agent, substantially in the form of Exhibits C-1 and C-2, respectively, in each case covering such matters relating to the Loan Documents as the Required Lenders may reasonably requestObligors. The Borrower Company hereby requests such counsel to deliver such opinions. (d) [Reserved]. (e) The Administrative Agent shall have received such documents and certificates received, with respect to each Obligor as of the Administrative Agent or its counsel may reasonably request relating to Amendment Effective Date, each of the items set forth in Section 4.01(b) of the Credit Agreement, in each case as though (i) each reference therein to the organization, existence and good standing of each Credit Party“Closing Date” were a reference to the Amendment Effective Date, (ii) the authorization of reference therein to the Borrowing hereunder (including “Transactions” were a reference to the execution and delivery of, and performance by such Credit Party of its obligations under, each Loan Document to which it is a party) and any other transactions contemplated hereby and (iii) any other legal matters relating the references therein to the Credit Parties, the Loan Documents or such other transactions, all in form “this Agreement” and substance satisfactory “hereunder” were a reference to the Administrative Agent and its counsel. (e) The Administrative Agent shall have received a certificate, dated the Amendment Effective Date and signed by the President, a Vice President or an Officer of the Borrower, confirming compliance with the conditions set forth in clauses (l) and (m) of this SectionAmendment. (f) The Credit Parties Company shall have paid paid: (i) to the Lead Arranger, for the account of each Lender, an upfront fee (the “Upfront Fee”) in an amount equal to 0.25% of the principal amount of Loans held by such Lender on the Amendment Effective Date immediately after giving effect to this Amendment and the transactions contemplated hereby, which Upfront Fee shall be fully earned and due and payable on the Amendment Effective Date; and (ii) all other fees and other amounts due and payable pursuant to this Amendment and/or any letter agreements or fee letters by and between the Lender Parties on or before Company and the Amendment Effective DateLead Arranger (collectively, the “Engagement Letter”), including, to the extent invoiced, all reimbursement or payment of documented and reasonable out-of-pocket expenses (including reasonable in connection with this Amendment and documented fees, charges and disbursements any other out-of-pocket expenses of counsel for the Administrative Agent and local counsel for the Lenders) Lead Arranger required to be paid or reimbursed or paid by any Credit Party under the Loan Documents. (g) The Administrative Agent shall have received (i) the Accession Agreement dated as of September 24, 2004 among the Borrower, the Collateral and Intercreditor Agent, the Grantor Subsidiaries party to the Original Loan Agreement, and the Administrative Agent, as supplemented by the Accession Agreement dated as of February 24, 2005, substantially in the form attached as Exhibit D hereto, duly completed with respect to the Obligations under this Agreement and the Notes and duly executed by the Borrower, the Collateral and Intercreditor Agent, and the Administrative Agent, on behalf of itself and the Lenders, pursuant to this Agreement (togetherAmendment, the “Secured Party Accession Agreement”) and (ii) evidence reasonably satisfactory to it of the satisfaction of the conditions set forth in Section 7.1 the Master Collateral and Intercreditor Credit Agreement with respect to such Obligations being treated as “Secured Obligations” thereunder. (h) The Administrative Agent shall have received certification, substantially in the form of Exhibit F hereto, as to the financial condition and solvency of the Borrower and its Subsidiaries from the Chief Financial Officer of the Borrower. (i) No changes or developments shall have occurred, and no new or additional information, shall have been received or discovered by the Administrative Agent or the Lenders regarding the Borrower and its Subsidiaries after January 31, 2005 as a result of their continuing investigation or otherwise that either individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect. (j) There shall not have occurred a material adverse change in the business, assets, properties, liabilities (actual and contingent), operations, condition (financial or otherwise) or prospects of the Borrower and its Subsidiaries, taken as a whole, since December 31, 2003. (k) CT Corporation System shall have been appointed as Process Agent for the period through the Maturity Date in accordance with Section 9.09(d). (l) The representations and warranties of each Credit Party set forth in the Loan Documents shall be true in all material respects on and Engagement Letter as of the Amendment Effective Date. (mg) After giving effect The Company and each of the Subsidiary Guarantors shall have provided the documentation and other information to the Agent that are required by regulatory authorities under applicable “know-your-customer” rules and regulations, including the Patriot Act, to the extent the Company shall have received written requests therefor at least ten (10) Business Days prior to the Amendment and Restatement, no Default shall have occurred and be continuing. (n) Effective Date. The Administrative Agent shall have received notify the fee referred to in Section 2.07(c) for Company and the accounts Lenders of the Existing Lenders. Promptly after the Amendment Effective Date occurs, the Administrative Agent shall notify the Borrower and the Lenders thereof, and such notice shall be conclusive and binding. Notwithstanding the foregoing, the Amendment and Restatement shall not become effective unless each of the foregoing conditions is satisfied (or waived pursuant to Section 9.02) before 5:00 p.m., New York City time, on March 1, 2005.

Amendment Effective Date. The This Amendment Effective Date and the Amendment and Restatement effected pursuant to this Agreement shall not become effective until on the date on which each of the following conditions is precedent have been satisfied (or waived in accordance with Section 9.02the "Second Amendment Effective Date"): (a1) The Administrative Agent (or its counsel) shall have received from each party to this Agreement either (i) a counterpart hereof signed on behalf of such party or (ii) written evidence satisfactory to the Administrative Agent (which may include telecopy transmission of a signed signature page) that such party has signed a counterpart of this Agreement. (b) The Administrative Collateral Agent shall have received a favorable written opinion (addressed to on or before the Administrative Agent and the Lenders and dated the Second Amendment Effective Date) of each of (i) Cravath, Swaine & Xxxxx LLP, special New York counsel to the Borrower and the Guarantors, (ii) Lic. Xxxxxxxxx Xxxxxx, General Counsel to the Borrower and the Guarantors, and (iii) Xxxx Xxxxx, Xxxxxxx Xxxxxx, Xxxxxxxx y Xxxxx, S.C., special Mexican counsel to the Borrower and the Guarantors, substantially in the form of Exhibits X-0, X-0 and B-3, respectively. The Borrower requests such counsel to deliver such opinions. (c) The Administrative Agent shall have received a favorable written opinion (addressed to the Administrative Agent and the Lenders and dated the Amendment Effective Date) of each of (i) Xxxxx Xxxx & Xxxxxxxx, special New York counsel to the Administrative Agent and (ii) Xxxxxx & Xxxxx, S.C. special Mexican counsel to the Administrative Agent, substantially in the form of Exhibits C-1 and C-2, respectively, in each case covering such matters relating to the Loan Documents as the Required Lenders may reasonably request. The Borrower requests such counsel to deliver such opinions. (d) The Administrative Agent shall have received such documents and certificates as the Administrative Agent or its counsel may reasonably request relating to (i) the organization, existence and good standing of each Credit Party, (ii) the authorization Date all of the Borrowing hereunder (including the execution and delivery of, and performance by such Credit Party of its obligations under, each Loan Document to which it is a party) and any other transactions contemplated hereby and (iii) any other legal matters relating to the Credit Parties, the Loan Documents or such other transactionsfollowing, all of which shall be in form and substance satisfactory to the Administrative Agent and its counsel. (e) The Administrative Agent shall have received a certificateCollateral Agent, dated the Amendment Effective Date and signed by the President, a Vice President or an Officer in sufficient originally executed copies for each of the Borrower, confirming compliance with the conditions set forth in clauses (l) and (m) of this Section.Purchasers: (f) The Credit Parties shall have paid all fees and other amounts due and payable to the Lender Parties on or before the Amendment Effective Date, including, to the extent invoiced, all out-of-pocket expenses (including reasonable and documented fees, charges and disbursements of counsel for the Administrative Agent and local counsel for the Lenders) required to be reimbursed or paid by any Credit Party under the Loan Documents. (g) The Administrative Agent shall have received (i) the Accession Agreement dated as of September 24, 2004 among the Borrower, the Collateral and Intercreditor Agent, the Grantor Subsidiaries party to the Original Loan Agreement, and the Administrative Agent, as supplemented by the Accession Agreement dated as of February 24, 2005, substantially in the form attached as Exhibit D hereto, duly completed with respect to the Obligations under this Agreement and the Notes and duly Amendment executed by the Borrower, Credit Parties and Purchasers constituting the Collateral and Intercreditor Agent, and the Administrative Agent, on behalf of itself and the Lenders, pursuant to this Agreement (together, the “Secured Party Accession Agreement”) and Required Holders; (ii) evidence reasonably satisfactory to it of the satisfaction of the conditions set forth in Section 7.1 the Master Collateral and Intercreditor Agreement with respect to such Obligations being treated as “Secured Obligations” thereunder. (h) The Administrative Agent shall have received certificationan Acknowledgment, substantially in the form of Exhibit F hereto, as A attached hereto and executed by each Guarantor; (iii) an amendment to the financial condition and solvency Pledge Agreement providing for a pledge by Greka in favor of the Borrower Collateral Agent of all the outstanding stock of Greka AM, Inc. together with all stock certificates and its Subsidiaries from executed blank stock power with respect thereto; (iv) the Chief Financial Officer of the BorrowerGreka AM Guaranty. (iv) No changes or developments shall have occurredan Intercreditor Agreement duly executed by the Collateral Agent and the collateral agent under the Greka AM Note Purchase Agreement, in the form of Exhibit B attached hereto. (vi) the Greka AM Mortgages. (vii) certified board resolutions of Greka AM, Inc. authorizing the transactions, and no new or execution and delivery of all documents, contemplated hereby and a Good Standing Certificate, certified charters and officer's/secretary's certificates of Greka AM, Inc., each substantially in the form provided pursuant to the Securities Purchase Agreement; (viii) a legal opinion of Greka's in-house counsel with respect to Greka AM, Inc., addressing matters substantially similar to those included in her legal opinion provided pursuant to the Securities Purchase Agreement. (ix) an updated President's Certificate with respect to all Credit Parties, substantially in the form provided pursuant to the Securities Purchase Agreement. (x) UCC-1 financing statements reflecting Greka AM, Inc. as the debtor in favor of the Collateral Agent for the benefit of the Purchasers; (xi) such additional information, shall have been received or discovered by documentation as the Administrative Collateral Agent or the Lenders regarding the Borrower and its Subsidiaries after January 31, 2005 as a result of their continuing investigation or otherwise that either individually or in the aggregate, could Required Holders may reasonably be expected to have a Material Adverse Effectrequire. (j2) There shall not have occurred a material adverse change in the business, assets, properties, liabilities (actual and contingent), operations, condition (financial or otherwise) or prospects Each of the Borrower and its Subsidiaries, taken as a whole, since December 31, 2003. (k) CT Corporation System shall have been appointed as Process Agent for the period through the Maturity Date in accordance with Section 9.09(d). (l) The representations and warranties of each made by the Credit Parties in or pursuant to the Securities Purchase Agreement, as amended by this Amendment, including the amended Schedules attached hereto and the other Loan Documents to which any Credit Party set forth in the Loan Documents is a party or by which any Credit Party is bound, shall be true and correct in all material respects respects, and deemed made by each Credit Party, on and as of the Second Amendment Effective DateDate (other than representations and warranties in any such Loan Document which expressly speak as of a different date, which shall be true and correct in all material respects as of such date). (m3) After giving effect All corporate and other proceedings, and all documents, instruments and other legal matters in connection with the transactions contemplated by this Amendment shall be satisfactory in all respects in form and substance to the Amendment and Restatement, no Collateral Agent. (4) No Event of Default or Default shall have occurred and be continuing. (n) The Administrative Agent shall have received continuing on the fee referred to in Section 2.07(c) for the accounts of the Existing Lenders. Promptly after the Second Amendment Effective Date occurs, the Administrative Agent shall notify the Borrower and the Lenders thereof, and such notice shall be conclusive and binding. Notwithstanding the foregoing, the Amendment and Restatement shall not become effective unless each of the foregoing conditions is satisfied (or waived pursuant to Section 9.02) before 5:00 p.m., New York City time, on March 1, 2005Date.

Amendment Effective Date. The Amendment Effective Date and the Amendment and Restatement effected pursuant to this Agreement shall not become effective until upon the date on upon which each of the following conditions is events shall have been satisfied (or waived in accordance with Section 9.02the case of each document to be received, each dated the Amendment Effective Date unless otherwise indicated): (a) The receipt by the Administrative Agent of counterparts hereof signed by each of the parties hereto (or, in the case of any party as to which an executed counterpart shall not have been received, receipt by the Administrative Agent in form satisfactory to it of telegraphic, telex or its counsel) shall have received other written confirmation from each such party to this Agreement either (i) of execution of a counterpart hereof signed by such party); (b) receipt by the Administrative Agent of a duly executed original Note for the account of each Lender becoming a Lender on behalf the Amendment Effective Date, complying with the provisions of Section 2.03; (c) receipt by the Administrative Agent of duly executed counterparts of an amendment of each Collateral Document, to the extent any such party amendment is necessary or (ii) written advisable, or evidence satisfactory to the Administrative Agent that adequate arrangements for execution and delivery of any such amendments have been made (which may include telecopy transmission of a signed signature page) that and all Lenders hereby consent to all such party has signed a counterpart of this Agreement.amendments); (bd) The Administrative Agent shall have received a favorable written opinion (addressed to receipt by the Administrative Agent and the Lenders and dated the Amendment Effective Date) of each an opinion of (i) Cravath, Swaine Xxxxx Xxxxx Mulliss & Xxxxx LLP, special New York counsel to the Borrower and the Guarantors, (ii) Lic. Xxxxxxxxx Xxxxxx, General Counsel to the Borrower and the Guarantors, and (iii) Xxxx Xxxxx, Xxxxxxx XxxxxxL.L.P., Xxxxxxxx y Xxxxx, S.C., special Mexican counsel to for the Borrower and the GuarantorsObligors, substantially in the form of Exhibits X-0, X-0 Exhibit D hereto and B-3, respectively. The Borrower requests covering such counsel additional matters relating to deliver such opinions.the transactions contemplated hereby as the Required Lenders may reasonably request; (ce) The Administrative Agent shall have received a favorable written opinion (addressed to receipt by the Administrative Agent and the Lenders and dated the Amendment Effective Date) of each of (i) an opinion of Xxxxx Xxxx & Xxxxxxxx, special New York counsel to the Administrative Agent and (ii) Xxxxxx & Xxxxx, S.C. special Mexican counsel to for the Administrative Agent, substantially in the form of Exhibits C-1 Exhibit E-1 hereto and C-2(ii) an opinion or memorandum of special counsel for the Agents in each of the United Kingdom, respectivelyHong Kong, Finland, Germany, the U.S. Virgin Islands, France, Canada and Mexico, in the forms attached as Exhibit E-2, and each case covering such additional matters relating to the Loan Documents transactions contemplated hereby as the Required Lenders Agents may reasonably request. The Borrower requests such counsel , or evidence satisfactory to deliver such opinions. (d) The Administrative Agent shall have received such documents and certificates as the Administrative Agent that adequate arrangements for the delivery of any such opinion or memorandum under clause (ii) have been made; (f) receipt by the Administrative Agent of evidence satisfactory to it that all accrued interest, fees and other amounts payable under the Agreement as in effect immediately prior to the Amendment Effective Date (including Section 2.06 thereof, but excluding Section 2.12 thereof) have been paid in full; (g) receipt by the Administrative Agent of the consent to this Amendment of each Person that was a Lender immediately prior to the Amendment Effective Date but is not a Lender on or after the Amendment Effective Date (which consent may be evidenced by such Person being a signatory hereto); (h) receipt by the Administrative Agent of a certificate signed by the chief financial officer or treasurer of the Borrower certifying that, immediately before and after giving effect to the transaction contemplated hereby on the Amendment Effective Date, (i) no Default shall have occurred and be continuing and (ii) the representations and warranties of the Obligors contained in this Agreement shall be true; (i) receipt by the Administrative Agent, for its counsel own account and for the accounts of the Lenders, of all fees payable on or before the Amendment Effective Date; (j) receipt by the Administrative Agent of all documents the Administrative Agent may reasonably request relating to (i) the organization, existence and good standing of each Credit Party, (ii) the authorization of the Borrowing hereunder (including Obligors, the execution corporate authority for and delivery ofthe validity of the Loan Documents and the Deltec Acquisition, and performance by such Credit Party of its obligations under, each Loan Document to which it is a party) and any other transactions contemplated hereby and (iii) any other legal matters relating to the Credit Parties, the Loan Documents or such other transactionsrelevant hereto, all in form and substance satisfactory to the Administrative Agent and its counsel. (e) Agent. The Administrative Agent shall have received a certificate, dated the Amendment Effective Date and signed by the President, a Vice President or an Officer of the Borrower, confirming compliance with the conditions set forth in clauses (l) and (m) of this Section. (f) The Credit Parties shall have paid all fees and other amounts due and payable to the Lender Parties on or before the Amendment Effective Date, including, to the extent invoiced, all out-of-pocket expenses (including reasonable and documented fees, charges and disbursements of counsel for the Administrative Agent and local counsel for the Lenders) required to be reimbursed or paid by any Credit Party under the Loan Documents. (g) The Administrative Agent shall have received (i) the Accession Agreement dated as of September 24, 2004 among the Borrower, the Collateral and Intercreditor Agent, the Grantor Subsidiaries party to the Original Loan Agreement, and the Administrative Agent, as supplemented by the Accession Agreement dated as of February 24, 2005, substantially in the form attached as Exhibit D hereto, duly completed with respect to the Obligations under this Agreement and the Notes and duly executed by the Borrower, the Collateral and Intercreditor Agent, and the Administrative Agent, on behalf of itself and the Lenders, pursuant to this Agreement (together, the “Secured Party Accession Agreement”) and (ii) evidence reasonably satisfactory to it of the satisfaction of the conditions set forth in Section 7.1 the Master Collateral and Intercreditor Agreement with respect to such Obligations being treated as “Secured Obligations” thereunder. (h) The Administrative Agent shall have received certification, substantially in the form of Exhibit F hereto, as to the financial condition and solvency of the Borrower and its Subsidiaries from the Chief Financial Officer of the Borrower. (i) No changes or developments shall have occurred, and no new or additional information, shall have been received or discovered by the Administrative Agent or the Lenders regarding the Borrower and its Subsidiaries after January 31, 2005 as a result of their continuing investigation or otherwise that either individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect. (j) There shall not have occurred a material adverse change in the business, assets, properties, liabilities (actual and contingent), operations, condition (financial or otherwise) or prospects of the Borrower and its Subsidiaries, taken as a whole, since December 31, 2003. (k) CT Corporation System shall have been appointed as Process Agent for the period through the Maturity Date in accordance with Section 9.09(d). (l) The representations and warranties of each Credit Party set forth in the Loan Documents shall be true in all material respects on and as of the Amendment Effective Date. (m) After giving effect to the Amendment and Restatement, no Default shall have occurred and be continuing. (n) The Administrative Agent shall have received the fee referred to in Section 2.07(c) for the accounts of the Existing Lenders. Promptly after the Amendment Effective Date occurs, the Administrative Agent shall promptly notify the Borrower and the Lenders thereofof the Amendment Effective Date, and such notice shall be conclusive and binding. Notwithstanding the foregoing, the Amendment and Restatement shall not become effective unless each of the foregoing conditions is satisfied (or waived pursuant to Section 9.02) before 5:00 p.m., New York City time, binding on March 1, 2005all parties hereto.

Amendment Effective Date. The This Amendment shall become effective as of the first date (the “Amendment Effective Date and the Amendment and Restatement effected pursuant to this Agreement shall not become effective until the date Date”) on which each of the following conditions is shall have been satisfied (or waived in accordance with Section 9.02by the First Amendment Incremental Term Lenders and the Required Revolving Credit Lenders): (a) The the Administrative Agent (or its counsel) shall have received from each party to this Agreement either (ix) a counterpart hereof signed on behalf signature page of such party or this Amendment duly executed by the Borrower, the Administrative Agent and each First Amendment Incremental Term Lender and (iiy) written evidence satisfactory a counterpart signature page of this Amendment duly executed by the Revolving Credit Lenders constituting the Required Revolving Credit Lenders under the Existing Credit Agreement immediately prior to the Amendment Effective Date; (b) the Administrative Agent (which may include telecopy transmission of a signed signature pageor its counsel) that such party has signed a counterpart of this Agreement. (b) The Administrative Agent shall have received a favorable written customary opinion (from Xxxxxxx Procter LLP in its capacity as counsel to the Credit Parties dated as of the Amendment Effective Date and addressed to the Administrative Agent and the Lenders First Amendment Incremental Term Lenders; (c) the Administrative Agent shall have received (a) the audited consolidated financial statements of the Target and its subsidiaries for the fiscal years ended December 31, 2020 and December 31, 2019 and (b) the audited consolidated balance sheet of the Borrower and its subsidiaries for the fiscal years ended June 30, 2021 and June 30, 2020 and, in each case, the related audited consolidated statements of income and cash flows for the fiscal years then-ended; provided that (x) in each case, the Borrower’s or the Target’s public filing of any required financial statements with the SEC shall constitute delivery of such financial statements and (y) in each case, the filing of the foregoing required financial statements on form 10-K or form 10-Q, as applicable, with the SEC by the Borrower or the Target, as applicable, will satisfy the foregoing requirements; (d) the Administrative Agent (or its counsel) shall have received (i) a certificate of each Credit Party, dated the Amendment Effective Date, certifying as to the incumbency and genuineness of the signature of each officer of such Credit Party executing this Amendment and certifying that attached thereto is a true, correct and complete copy of (A) the articles or certificate of incorporation or formation (or equivalent), as applicable, of such Credit Party and all amendments thereto, certified as of a recent date by the appropriate Governmental Authority in its jurisdiction of incorporation, organization or formation (or equivalent), as applicable, (B) the bylaws or other governing document of such Credit Party as in effect on the Amendment Effective Date, (C) resolutions duly adopted by the Board of Directors of such Credit Party authorizing and approving the transactions contemplated hereunder and the execution, delivery and performance of this Amendment and the other Loan Documents to which it is a party and (D) each certificate as of a recent date of the good standing (to the extent such concept exists in the applicable jurisdiction) of each Credit Party under the laws of its jurisdiction of incorporation, organization or formation (or equivalent), as applicable; (e) with respect to the First Amendment Incremental Term Loans only, (x) each of the Specified Merger Agreement Representations shall be true and correct in all material respects (or in all respects, if qualified by materiality) as of the Amendment Effective Date, except to the extent expressly made as of an earlier date, in which case such Specified Merger Agreement Representations shall have been true and correct in all material respects (or in all respects, if qualified by materiality) as of such earlier date and (y) each of the First Amendment Specified Representations shall be true and correct in all material respects (or in all respects, if qualified by materiality) as of the Amendment Effective Date, except to the extent expressly made as of an earlier date, in which case such First Amendment Specified Representations shall have been true and correct in all material respects (or in all respects, if qualified by materiality) as of such earlier date; provided that to the extent any of the Specified Merger Agreement Representations are qualified or subject to “material adverse effect,” the definition thereof shall be “Company Material Adverse Effect” as defined in the Merger Agreement for the purposes of any representations and warranties made, or to be made, on or as of the Amendment Effective Date; (f) with respect to the First Amendment Incremental Term Loans only, since the date of the Merger Agreement, there shall not have occurred and be continuing to exist any “Company Material Adverse Effect” (as defined in the Merger Agreement); (g) subject to the last paragraph of this Section 4, all actions necessary to establish that the Administrative Agent will have a perfected first priority security interest (free and clear of all Liens other than Permitted Liens) in the Collateral under the Loan Documents shall have been taken (or shall be taken contemporaneously with funding); (h) all costs, fees and expenses (including, without limitation, reasonable and documented legal fees and expenses of counsel to the Administrative Agent) and other compensation required to be paid by the Borrower in connection with this Amendment to the Administrative Agent, the First Amendment Lead Arrangers, the First Amendment Co-Manager and the First Amendment Incremental Term Lenders, including without limitation pursuant to the Amended Restated Commitment Letter and the Amended and Restated Joint Fee Letter, in each case dated as of September 20, 2021 and entered into between the First Amendment Lead Arrangers, the First Amendment Co-Manager and the Borrower with respect to the First Amendment Incremental Term Loans, shall have been paid; provided that, in the case of any legal fees and expenses, an invoice therefor has been delivered to the Borrower at least three (3) Business Days prior to the Amendment Effective Date; (i) Cravaththe Administrative Agent (or its counsel) shall have received a certificate of solvency from the chief financial officer (or other officer with reasonably equivalent responsibilities) of the Borrower certifying as to the matters set forth therein; (j) the Acquisition shall be consummated pursuant to the Merger Agreement, Swaine & Xxxxx LLPsubstantially concurrently with the funding of the First Amendment Incremental Term Loans, special New York counsel and no provision of the Merger Agreement shall have been amended or waived, and no consent or direction shall have been given thereunder, in any manner materially adverse to the interests of the First Amendment Incremental Term Lenders (in their capacity as such) without the prior written consent of such First Amendment Incremental Term Lenders (such consent not to be unreasonably withheld, delayed or conditioned) (it being understood that (a) any amendment to the definition of “Company Material Adverse Effect” in the Merger Agreement shall be deemed to be materially adverse to the interests of such First Amendment Incremental Term Lenders (in their capacity as such), (b) any decrease in the purchase price shall be deemed to be materially adverse to the interests of the First Amendment Incremental Term Lenders unless such decrease is in an amount less than or equal to 10% of the purchase price and proportionately reduces the aggregate principal amount of the First Lien Incremental Term Loans and (c) any increase in the purchase price shall not be deemed not to be materially adverse to the interests of such First Amendment Incremental Term Lenders (in their capacity as such) to the extent not funded with additional indebtedness; (k) the First Amendment Lead Arrangers shall have received, at least three Business Days prior to the Amendment Effective Date, all documentation and other information about the Borrower and the GuarantorsGuarantors that shall have been reasonably requested by the First Amendment Lead Arrangers or any First Amendment Incremental Term Lender in writing at least 10 Business Days prior to the Amendment Effective Date and that such First Amendment Lead Arranger or such First Amendment Incremental Term Lender reasonably determines is required by United States bank regulatory authorities under applicable “know-your-customer” and anti-money laundering rules and regulations, including the PATRIOT Act and the CDD Rule and (ii) Lic. Xxxxxxxxx Xxxxxxto the extent the Borrower qualifies as a “legal entity customer” under 31 C.F.R. § 1010.230 (the “Beneficial Ownership Regulation”), General Counsel at least five days prior to the Amendment Effective Date, any First Amendment Incremental Term Lender that has requested, in a written notice to the Borrower and at least 10 days prior to the GuarantorsAmendment Effective Date, and a certification regarding beneficial ownership as required by the Beneficial Ownership Regulation (iiia “Beneficial Ownership Certification”) Xxxx Xxxxx, Xxxxxxx Xxxxxx, Xxxxxxxx y Xxxxx, S.C., special Mexican counsel in relation to the Borrower shall have received such Beneficial Ownership Certification; (l) with respect to the First Amendment Incremental Term Loans only, no Specified Event of Default shall have occurred and be continuing immediately prior to and immediately after giving effect to the First Amendment Incremental Term Loan Commitment and the Guarantors, substantially in incurrence of the form of Exhibits X-0, X-0 First Amendment Incremental Term Loans pursuant thereto and B-3, respectively. The Borrower requests such counsel immediately prior to deliver such opinions.and immediately after giving effect to the other Transactions; (cm) The with respect to the First Amendment Incremental Term Loans only, no Default or Event of Default shall have occurred and be continuing at the time of the execution of the Merger Agreement; (n) the Administrative Agent shall have received a favorable written opinion (addressed to certificate of a Responsible Officer of the Administrative Agent and the Lenders and dated the Amendment Effective Date) of each of Borrower (i) Xxxxx Xxxx & Xxxxxxxx, special New York counsel certifying as to the Administrative Agent and matters referred to in clauses (ii) Xxxxxx & Xxxxx, S.C. special Mexican counsel to the Administrative Agent, substantially in the form of Exhibits C-1 and C-2, respectively, in each case covering such matters relating to the Loan Documents as the Required Lenders may reasonably request. The Borrower requests such counsel to deliver such opinions. (d) The Administrative Agent shall have received such documents and certificates as the Administrative Agent or its counsel may reasonably request relating to (i) the organization, existence and good standing of each Credit Partye), (ii) the authorization of the Borrowing hereunder f), (including the execution and delivery ofj), and performance by such Credit Party of its obligations under, each Loan Document to which it is a party) and any other transactions contemplated hereby and (iii) any other legal matters relating to the Credit Parties, the Loan Documents or such other transactions, all in form and substance satisfactory to the Administrative Agent and its counsel. (e) The Administrative Agent shall have received a certificate, dated the Amendment Effective Date and signed by the President, a Vice President or an Officer of the Borrower, confirming compliance with the conditions set forth in clauses (l) and (m) demonstrating compliance with the requirements set forth in Section 5.13(a) of this Section.the Existing Credit Agreement; (fo) The Credit Parties shall have paid all fees and other amounts due and payable to the Lender Parties on or before the Amendment Effective Date, including, to the extent invoiced, all out-of-pocket expenses (including reasonable and documented fees, charges and disbursements of counsel for the Administrative Agent and local counsel for the Lenders) required to be reimbursed or paid by any Credit Party under the Loan Documents. (g) The Administrative Agent shall have received (i) the Accession Agreement a reaffirmation agreement and a reaffirmation of foreign pledge agreement, in each case, dated as of September 24, 2004 among the Borrower, the Collateral Amendment Effective Date and Intercreditor Agent, the Grantor Subsidiaries party in form and substance reasonably satisfactory to the Original Loan Agreement, Administrative Agent and in substantially the Administrative Agent, same form as supplemented by the Accession Agreement dated as of February 24, 2005, substantially in the form attached as Exhibit D hereto, duly completed with respect to the Obligations under this Reaffirmation Agreement and the Notes and duly executed Reaffirmation of Foreign Pledge Agreement. For purposes of determining whether the conditions specified in this Section 4 have been satisfied on the date hereof, by the Borrowerfunding of the First Amendment Incremental Term Loans, the Collateral and Intercreditor Agent, Administrative Agent and the Administrative AgentFirst Amendment Incremental Term Lenders shall be deemed to have consented to, on behalf of itself and the Lendersapproved or accepted, pursuant or to this Agreement (togetherbe satisfied with, the “Secured Party Accession Agreement”) and (ii) evidence reasonably each document or other matter required hereunder to be consented to or approved by or acceptable or satisfactory to it of the satisfaction of the conditions set forth in Section 7.1 the Master Collateral and Intercreditor Agreement with respect to such Obligations being treated as “Secured Obligations” thereunder. (h) The Administrative Agent shall have received certification, substantially in the form of Exhibit F hereto, as to the financial condition and solvency of the Borrower and its Subsidiaries from the Chief Financial Officer of the Borrower. (i) No changes or developments shall have occurred, and no new or additional information, shall have been received or discovered by the Administrative Agent or the Lenders regarding First Amendment Incremental Term Lenders, as the Borrower and its Subsidiaries after January 31case may be. Notwithstanding anything herein to the contrary, 2005 as a result of their continuing investigation or otherwise that either individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect. (j) There shall not have occurred a material adverse change in the business, assets, properties, liabilities (actual and contingent), operations, condition (financial or otherwise) or prospects terms of the Borrower Existing Credit Agreement, including Sections 8.13 and 8.16 thereof, shall govern the provision of any lien search or Collateral (including the creation or perfection of any security interest) with respect to the Target or any of its Subsidiaries, taken as subsidiaries and in no event shall any lien search or Collateral (including the creation or perfection of any security interest) constitute a whole, since December 31, 2003. (k) CT Corporation System shall have been appointed as Process Agent for condition precedent to the period through availability or funding of the Maturity Date in accordance with Section 9.09(d). (l) The representations and warranties of each Credit Party set forth in the Loan Documents shall be true in all material respects First Amendment Incremental Term Loans on and as of the Amendment Effective Date. (m) After giving effect to the Amendment and Restatement, no Default shall have occurred and be continuing. (n) The Administrative Agent shall have received the fee referred to in Section 2.07(c) for the accounts of the Existing Lenders. Promptly after the Amendment Effective Date occurs, the Administrative Agent shall notify the Borrower and the Lenders thereof, and such notice shall be conclusive and binding. Notwithstanding the foregoing, the Amendment and Restatement shall not become effective unless each of the foregoing conditions is satisfied (or waived pursuant to Section 9.02) before 5:00 p.m., New York City time, on March 1, 2005.

Amendment Effective Date. The This Amendment shall become effective as of the first date (the “Amendment Effective Date and the Amendment and Restatement effected pursuant to this Agreement shall not become effective until the date Date”) on which each of the following conditions is shall have been satisfied (or waived in accordance with Section 9.02by the Administrative Agent): (a) The the Administrative Agent (or its counsel) shall have received from each party to this Agreement either (i) a counterpart hereof signed on behalf signature page of such party or this Amendment duly executed by Holdings and the Borrower, the Administrative Agent and each 2024 Incremental Term Loan Lender; (iib) written evidence satisfactory to the Administrative Agent (which may include telecopy transmission of a signed signature pageor its counsel) that such party has signed a counterpart of this Agreement. (b) The Administrative Agent shall have received a favorable written opinion (addressed to the Administrative Agent and the Lenders and dated the Amendment Effective Date) certificate signed by a Responsible Officer of each of Loan Party, in substantially the form delivered on the Closing Date, (i) Cravathcertifying that the articles of formation (or equivalent document) of such Loan Party, Swaine & Xxxxx LLPcertified by the appropriate Governmental Authority of the state of formation of such Loan Party, special New York counsel to the Borrower and the Guarantors, operating agreement (ii) Lic. Xxxxxxxxx Xxxxxx, General Counsel to the Borrower and the Guarantors, and (iii) Xxxx Xxxxx, Xxxxxxx Xxxxxx, Xxxxxxxx y Xxxxx, S.C., special Mexican counsel to the Borrower and the Guarantors, substantially in the form of Exhibits X-0, X-0 and B-3, respectively. The Borrower requests such counsel to deliver such opinions. (c) The Administrative Agent shall have received a favorable written opinion (addressed to the Administrative Agent and the Lenders and dated the Amendment Effective Dateor equivalent document) of each such Loan Party, either (x) has not been amended since the prior date of delivery or (iy) Xxxxx Xxxx & Xxxxxxxx, special New York counsel is attached as an exhibit to the Administrative Agent such certificate and (ii) Xxxxxx & Xxxxx, S.C. special Mexican counsel to the Administrative Agent, substantially in the form of Exhibits C-1 and C-2, respectively, in each case covering such matters relating to the Loan Documents as the Required Lenders may reasonably request. The Borrower requests such counsel to deliver such opinions. (d) The Administrative Agent shall have received that such documents or agreements have not been amended (except as otherwise attached to such certificate and certificates certified therein as being the Administrative Agent or its counsel may reasonably request relating to (ionly amendments thereto as of such date) and certified as true and complete as of a recent date by the organization, existence and good standing appropriate Governmental Authority of each Credit the state of formation of such Loan Party, (ii) certifying that attached thereto are the authorization resolutions of the Borrowing hereunder (including board of directors or other comparable managing body of such Loan Party approving the Amendment, the transactions contemplated therein and authorizing execution and delivery ofthereof, and performance certified by a Responsible Officer of such Credit Loan Party as of its obligations under, each Loan Document to which it is a party) and any other transactions contemplated hereby and (iii) any other legal matters relating to the Credit Parties, the Loan Documents or such other transactions, all in form and substance satisfactory to the Administrative Agent and its counsel. (e) The Administrative Agent shall have received a certificate, dated the Amendment Effective Date to be true and signed by correct and in force and effect as of such date, (iii) certifying as to the President, a Vice President or an Officer incumbency and genuineness of the Borrower, confirming compliance with signatures of the conditions set forth in clauses (l) officers or other authorized signatories of such Loan Party executing this Amendment and (miv) attaching the good standing certificates described in clause (d) of this Section.Section 5; (fc) The Credit Parties shall have paid all fees and other amounts due and payable to the Lender Parties on or before the Amendment Effective Date, including, to the extent invoiced, all out-of-pocket expenses (including reasonable and documented fees, charges and disbursements of counsel for the Administrative Agent and local counsel for the Lenders(or its counsel) required to be reimbursed or paid by any Credit Party under the Loan Documents. (g) The Administrative Agent shall have received (i) the Accession Agreement dated as of September 24, 2004 among the Borrower, the Collateral and Intercreditor Agent, the Grantor Subsidiaries party to the Original Loan Agreement, and the Administrative Agent, as supplemented by the Accession Agreement dated as of February 24, 2005, substantially in the form attached as Exhibit D hereto, duly completed with respect to the Obligations under this Agreement and the Notes and duly executed by the Borrower, the Collateral and Intercreditor Agent, and the Administrative Agentreceived, on behalf of itself and the Lenders2024 Incremental Term Loan Lenders on the Amendment Effective Date, pursuant to this Agreement a customary written opinion of (togetheri) Dxxxx Xxxx & Wxxxxxxx LLP, in its capacity as special New York counsel for Holdings, the “Secured Party Accession Agreement”) Borrower and certain of the Subsidiary Guarantors and (ii) evidence reasonably satisfactory Morris, Nichols, Arsht & Txxxxxx LLP in its capacity as special Delaware counsel for Holdings, the Borrower and the Subsidiary Guarantors; (d) the Administrative Agent (or its counsel) shall have received a certificate of good standing (to it of the satisfaction of extent such concept exists in the conditions set forth in Section 7.1 the Master Collateral and Intercreditor Agreement relevant jurisdiction) with respect to such Obligations being treated the Loan Parties certified as “Secured Obligations” thereunder.of a recent date by the appropriate Governmental Authority of the state of formation; (he) The the Administrative Agent (or its counsel) shall have received all documentation and other information, at least two Business Days prior to the Amendment Effective Date, required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the PATRIOT Act (in each case to the extent so requested no less than ten Business Days prior to the Amendment Effective Date); (f) all fees and expenses required to be paid by (or on behalf of) the Borrower to the Administrative Agent (including pursuant to Section 9.03 of the Existing Credit Agreement and pursuant to Section 7 hereof) or the Amendment No. 12 Lead Arrangers pursuant to any engagement letter or fee letter with the Borrower on or before the Amendment Effective Date shall have been (or shall substantially contemporaneously be) paid in full in cash (to the extent invoiced at least three Business Days prior to the Amendment Effective Date); (g) the Administrative Agent shall have received certification, substantially a Borrowing Request in the form of Exhibit F hereto, as to the financial condition and solvency respect of the Borrower and its Subsidiaries from 2024 Incremental Term Loans to be made on the Chief Financial Officer of the Borrower. (i) No changes or developments shall have occurred, and no new or additional information, shall have been received or discovered by the Administrative Agent or the Lenders regarding the Borrower and its Subsidiaries after January 31, 2005 as a result of their continuing investigation or otherwise that either individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect. (j) There shall not have occurred a material adverse change in the business, assets, properties, liabilities (actual and contingent), operations, condition (financial or otherwise) or prospects of the Borrower and its Subsidiaries, taken as a whole, since December 31, 2003. (k) CT Corporation System shall have been appointed as Process Agent for the period through the Maturity Amendment Effective Date in accordance with Section 9.09(d).the requirements of the Existing Credit Agreement; (lh) The the representations and warranties of each Credit Party set forth in Article 3 of the Loan Documents Amended Credit Agreement shall be true and correct in all material respects on and as of the Amendment Effective Date with the same effect as though such representations and warranties had been made on the Amendment Effective Date.; provided that to the extent that any representation and warranty specifically refers to a given date or period, it shall be true and correct in all material respects as of such date or for such period; and (mi) After no Event of Default under Section 7.01(a), (f) or (g) of the Amended Credit Agreement shall exist immediately prior to or immediately after giving effect to the effectiveness of this Amendment. By executing this Amendment, the 2024 Incremental Term Loan Lenders and the Administrative Agent shall be deemed to have consented to, approved or accepted, or be satisfied with, or have waived, all conditions hereto and to the Amendment and Restatement, no Default shall have occurred and be continuing. (n) Effective Date. The Administrative Agent shall have received the fee referred to in Section 2.07(c) for the accounts post a notice of effectiveness and occurrence of the Existing LendersAmendment Effective Date, which shall be conclusive. Promptly after The Administrative Agent and the 2024 Incremental Term Loan Lenders acknowledge and agree that the Amendment Effective Date occursis December 17, the Administrative Agent shall notify the Borrower and the Lenders thereof, and such notice shall be conclusive and binding. Notwithstanding the foregoing, the Amendment and Restatement shall not become effective unless each of the foregoing conditions is satisfied (or waived pursuant to Section 9.02) before 5:00 p.m., New York City time, on March 1, 20052024.

Amendment Effective Date. The Amendment Effective Date effectiveness of the amendment and restatement of the Amendment and Restatement effected pursuant Existing Credit Agreement provided for hereby is subject to this Agreement shall not become effective until the date on which each receipt by the Administrative Agent of the following conditions is satisfied (or waived in accordance with Section 9.02): (a) The Administrative Agent (or its counsel) documents, each of which shall have received from each party to this Agreement either (i) a counterpart hereof signed on behalf of such party or (ii) written evidence be satisfactory to the Administrative Agent in form and substance: (which may include telecopy transmission a) Certified copies of the charter and by-laws of, and all corporate action taken by, the Company approving this Agreement and the Notes (if any) to be made by the Company, borrowings by the Company and the guarantee of the Company set forth in Section 11 hereof (including, without limitation, a signed signature page) that such party has signed a counterpart certificate setting forth the resolutions of this Agreementthe Board of Directors of the Company adopted in respect of the transactions contemplated hereby). (b) A certificate of the Company in respect of each of the officers (i) who is authorized to sign this Agreement, the Notes, Competitive Bid Requests, Designation Letters and Termination Letters, together with specimen signatures, and (ii) who will, until replaced by another officer or officers duly authorized for that purpose, act as its representative for the purposes of signing documents and giving notices and other communications in connection herewith and with the Notes and the transactions contemplated hereby and thereby. The Administrative Agent shall have received a favorable written opinion (addressed and each Bank may conclusively rely on such certificate until they receive notice in writing from the Company to the Administrative Agent and the Lenders and dated the Amendment Effective Datecontrary. (c) An opinion of each of (i) CravathSchiff, Swaine Hardin & Xxxxx LLPWaite, special New York xxxcial Illinois counsel to the Borrower Company substantially in the form of Exhibit A-1 hereto (and the Guarantors, (ii) Lic. Xxxxxxxxx Xxxxxx, General Counsel Company hereby instructs such counsel to deliver such opinion to the Borrower Banks and the GuarantorsAdministrative Agent); and an opinion of Dale X. Xxxxxxxxxxx, and (iii) Xxxx XxxxxXxx., Xxxxxxx Xxxxxx, Xxxxxxxx y Xxxxx, S.C., special Mexican general counsel to the Borrower and the GuarantorsCompany, substantially in the form of Exhibits X-0, X-0 Exhibit A-2 hereto (and B-3, respectively. The Borrower requests the Company hereby instructs such counsel to deliver such opinionsopinion to the Banks and the Administrative Agent). (cd) The Administrative Agent shall have received a favorable written An opinion (addressed to the Administrative Agent and the Lenders and dated the Amendment Effective Date) of each of (i) Xxxxx Xxxx Milbank, Tweed, Hadlex & XxxxxxxxXxClox, special xxxcial New York counsel to the Administrative Agent Banks and (ii) Xxxxxx & Xxxxx, S.C. special Mexican counsel to the Administrative Agent, substantially in the form of Exhibits C-1 and C-2, respectively, in each case covering such matters relating to the Loan Documents as the Required Lenders may reasonably request. The Borrower requests such counsel to deliver such opinions. (d) The Administrative Agent shall have received such documents and certificates as the Administrative Agent or its counsel may reasonably request relating to (i) the organization, existence and good standing of each Credit Party, (ii) the authorization of the Borrowing hereunder (including the execution and delivery of, and performance by such Credit Party of its obligations under, each Loan Document to which it is a party) and any other transactions contemplated hereby and (iii) any other legal matters relating to the Credit Parties, the Loan Documents or such other transactions, all in form and substance satisfactory to the Administrative Agent and its counselExhibit B hereto. (e) The Administrative Agent shall have received a certificate, dated All principal of and interest on any Syndicated Loans outstanding under the Amendment Effective Date Existing Credit Agreement and signed by the President, a Vice President or an Officer of the Borrower, confirming compliance with the conditions set forth in clauses (l) and (m) of this Section. (f) The Credit Parties shall have paid all fees and other amounts due and payable to the Lender Parties on or before the Amendment Effective Date, including, to the extent invoiced, all out-of-pocket expenses (including reasonable and documented fees, charges and disbursements of counsel for the Administrative Agent and local counsel for the Lenders) required to be reimbursed or paid by any Credit Party under the Loan Documents. (g) The Administrative Agent shall have received (i) the Accession Existing Credit Agreement dated as of September 24, 2004 among the Borrower, the Collateral and Intercreditor Agent, the Grantor Subsidiaries party to the Original Loan Agreement, and the Administrative Agent, as supplemented by the Accession Agreement dated as of February 24, 2005, substantially in the form attached as Exhibit D hereto, duly completed with respect to the Obligations under this Agreement and the Notes and duly executed by the Borrower, the Collateral and Intercreditor Agent, and the Administrative Agent, on behalf of itself and the Lenders, pursuant to this Agreement (together, the “Secured Party Accession Agreement”) and (ii) evidence reasonably satisfactory to it of the satisfaction of the conditions set forth in Section 7.1 the Master Collateral and Intercreditor Agreement with respect to such Obligations being treated as “Secured Obligations” thereunder. (h) The Administrative Agent shall have received certification, substantially in the form of Exhibit F hereto, as to the financial condition and solvency of the Borrower and its Subsidiaries from the Chief Financial Officer of the Borrower. (i) No changes or developments shall have occurred, and no new or additional information, shall have been received or discovered by the Administrative Agent or the Lenders regarding the Borrower and its Subsidiaries after January 31, 2005 as a result of their continuing investigation or otherwise that either individually or paid in the aggregate, could reasonably be expected to have a Material Adverse Effectfull. (j) There shall not have occurred a material adverse change in the business, assets, properties, liabilities (actual and contingent), operations, condition (financial or otherwise) or prospects of the Borrower and its Subsidiaries, taken as a whole, since December 31, 2003. (k) CT Corporation System shall have been appointed as Process Agent for the period through the Maturity Date in accordance with Section 9.09(d). (l) The representations and warranties of each Credit Party set forth in the Loan Documents shall be true in all material respects on and as of the Amendment Effective Date. (m) After giving effect to the Amendment and Restatement, no Default shall have occurred and be continuing. (n) The Administrative Agent shall have received the fee referred to in Section 2.07(c) for the accounts of the Existing Lenders. Promptly after the Amendment Effective Date occurs, the Administrative Agent shall notify the Borrower and the Lenders thereof, and such notice shall be conclusive and binding. Notwithstanding the foregoing, the Amendment and Restatement shall not become effective unless each of the foregoing conditions is satisfied (or waived pursuant to Section 9.02) before 5:00 p.m., New York City time, on March 1, 2005.

Amendment Effective Date. The This Amendment shall become effective as of the first date (the “Amendment Effective Date and the Amendment and Restatement effected pursuant to this Agreement shall not become effective until the date Date”) on which each of the following conditions is shall have been satisfied (or waived in accordance with Section 9.02by the Administrative Agent): (a) The the Administrative Agent shall have received a counterpart signature page of this Amendment duly executed by Holdings, each Incremental Borrower and each Loan Party, the Administrative Agent and each New Term Lender; (b) the Administrative Agent (or its counsel) shall have received from each party to this Agreement either (i) a counterpart hereof signed an Officer’s Certificate of or on behalf of such party Holdings, each Incremental Borrower and each other Loan Party, dated the Amendment Effective Date, in substantially the form delivered on the Closing Date, with appropriate insertions and attachments, including copies of resolutions of the Board of Directors and/or similar governing bodies of Holdings, each Incremental Borrower and each Loan Party approving and authorizing the execution, delivery and performance of this Amendment and, in the case of the Incremental Borrowers, the borrowings hereunder and under the Credit Agreement, certified organizational authorizations (if required by applicable law or customary for market practice in the relevant jurisdiction), incumbency certifications, the certificate of incorporation or other similar Organizational Documents of Holdings, each Incremental Borrower and each other Loan Party certified by the relevant authority of the jurisdiction of organization, registration or incorporation of Holdings, each Incremental Borrower and each other Loan Party (only where customary in the applicable jurisdiction) and bylaws or other similar Organizational Documents of Holdings, each Incremental Borrower and each other Loan Party certified by a Responsible Officer as being in full force and effect on the Amendment Effective Date, (ii) written evidence satisfactory a good standing certificate (to the Administrative Agent extent such concept exists in the relevant jurisdictions) for Holdings, each Incremental Borrower and each other Loan Party from its jurisdiction of organization, registration or incorporation and (which may include telecopy transmission iii) in relation to the Lux Borrower, (1) an up-to-date electronic certified true and complete excerpt of the Companies Register dated no earlier than one Business Day prior to the Amendment Effective Date, (2) a solvency certificate dated as of the Amendment Effective Date (signed by a director or authorized signatory) that it is not subject to nor, as applicable, does it meet or threaten to meet the criteria of bankruptcy (faillite), insolvency, voluntary or judicial liquidation (liquidation volontaire ou judiciaire), composition with creditors (concordat préventif de faillite), controlled management (gestion contrôlée), reprieve from payment (sursis de paiement), general settlement with creditors, reorganization or similar laws affecting the rights of creditors generally and no application has been made or is to be made by its director or, as far as it is aware, by any other Person for the appointment of a signed signature pagecommissaire, juge-commissaire, liquidateur, curateur or similar officer pursuant to any voluntary or judicial insolvency, winding-up, liquidation or similar proceedings, (3) an up-to-date electronic certified true and complete certificate of non-registration of judgments (certificat de non-inscription d’une décision judiciaire), issued by the Companies Register no earlier than one Business Day prior to the Amendment Effective Date and reflecting the situation no more than two Business Days prior to the Amendment Effective Date certifying that, as of the date of the day immediately preceding such certificate, the Lux Borrower has not been declared bankrupt (en faillite), and that it has not applied for general settlement or composition with creditors (concordat préventif de la faillite), controlled management (gestion contrôlée), or reprieve from payment (sursis de paiement), judicial liquidation (liquidation judiciaire) or the appointment of a temporary administrator (administrateur provisoire), such other proceedings listed at Article 13, items 2 to 12 and Article 14 of the Luxembourg Act dated December 19, 2002 on the Register of Commerce and Companies, on Accounting and on Annual Accounts of the Companies (as amended from time to time) (and which include foreign court decisions as to faillite, concordat or analogous procedures according to Regulation (EU) 2015/848 of the European Parliament and of the Council of 20 May 2015 on insolvency proceedings (recast)) and (4) an electronic certified copy of the resolution of its directors (or similar body) approving the Loan Documents to which it is a party has signed a counterpart and approving the execution, delivery and performance of, and authorizing named persons to sign the Loan Documents to which it is party and any documents to be delivered by it under any of this Agreement.the same; (bc) The the Administrative Agent shall have received the Security Documents set forth on Schedule 2 hereto executed and delivered by the Loan Parties party thereto; (d) the Administrative Agent (or its counsel) shall have received a favorable customary written opinion of (addressed i) Dxxxx Xxxx & Wxxxxxxx LLP, in its capacity as special New York counsel for Holdings and the Subsidiary Guarantors, (ii) Morris, Nichols, Arsht & Txxxxxx LLP, in its capacity as special Delaware counsel for Holdings and the Subsidiary Guarantors, (iii) Fried, Frank, Harris, Sxxxxxx & Jxxxxxxx LLP, in its capacity as English law counsel to the Administrative Agent and the Lenders and dated the Amendment Effective DateNew Term Lenders, (iv) of each of (i) CravathLoyens & Loeff Luxembourg SARL, Swaine & Xxxxx LLP, in its capacity as special New York Luxembourg counsel to the Lux Borrower and the Guarantors, (iiv) Lic. Xxxxxxxxx Xxxxxx, General Counsel to the Borrower and the Guarantors, and (iii) Xxxx Xxxxx, Xxxxxxx Xxxxxx, Xxxxxxxx y Xxxxx, S.C., special Mexican counsel to the Borrower and the Guarantors, substantially in the form of Exhibits X-0, X-0 and B-3, respectively. The Borrower requests such counsel to deliver such opinionsNautaDutilh Avocats Luxembourg S.á.r. (c) The Administrative Agent shall have received a favorable written opinion (addressed to the Administrative Agent and the Lenders and dated the Amendment Effective Date) of each of (i) Xxxxx Xxxx & Xxxxxxxx, special New York counsel to the Administrative Agent and (ii) Xxxxxx & Xxxxx, S.C. special Mexican counsel to the Administrative Agent, substantially in the form of Exhibits C-1 and C-2, respectively, in each case covering such matters relating to the Loan Documents as the Required Lenders may reasonably request. The Borrower requests such counsel to deliver such opinions. (d) The Administrative Agent shall have received such documents and certificates as the Administrative Agent or its counsel may reasonably request relating to (i) the organization, existence and good standing of each Credit Party, (ii) the authorization of the Borrowing hereunder (including the execution and delivery of, and performance by such Credit Party of its obligations under, each Loan Document to which it is a party) and any other transactions contemplated hereby and (iii) any other legal matters relating to the Credit Parties, the Loan Documents or such other transactions, all in form and substance satisfactory to the Administrative Agent and its counsel. (e) The Administrative Agent shall have received a certificate, dated the Amendment Effective Date and signed by the President, a Vice President or an Officer of the Borrower, confirming compliance with the conditions set forth in clauses (l) and (m) of this Section. (f) The Credit Parties shall have paid all fees and other amounts due and payable to the Lender Parties on or before the Amendment Effective Date, including, to the extent invoiced, all out-of-pocket expenses (including reasonable and documented fees, charges and disbursements of counsel for the Administrative Agent and local counsel for the Lenders) required to be reimbursed or paid by any Credit Party under the Loan Documents. (g) The Administrative Agent shall have received (i) the Accession Agreement dated as of September 24, 2004 among the Borrower, the Collateral and Intercreditor Agent, the Grantor Subsidiaries party to the Original Loan Agreement, and the Administrative Agent, as supplemented by the Accession Agreement dated as of February 24, 2005, substantially in the form attached as Exhibit D hereto, duly completed with respect to the Obligations under this Agreement and the Notes and duly executed by the Borrower, the Collateral and Intercreditor Agent, and the Administrative Agent, on behalf of itself and the Lenders, pursuant to this Agreement (together, the “Secured Party Accession Agreement”) and (ii) evidence reasonably satisfactory to it of the satisfaction of the conditions set forth in Section 7.1 the Master Collateral and Intercreditor Agreement with respect to such Obligations being treated as “Secured Obligations” thereunder. (h) The Administrative Agent shall have received certification, substantially in the form of Exhibit F hereto, as to the financial condition and solvency of the Borrower and its Subsidiaries from the Chief Financial Officer of the Borrower. (i) No changes or developments shall have occurred, and no new or additional information, shall have been received or discovered by the Administrative Agent or the Lenders regarding the Borrower and its Subsidiaries after January 31, 2005 as a result of their continuing investigation or otherwise that either individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect. (j) There shall not have occurred a material adverse change in the business, assets, properties, liabilities (actual and contingent), operations, condition (financial or otherwise) or prospects of the Borrower and its Subsidiaries, taken as a whole, since December 31, 2003. (k) CT Corporation System shall have been appointed as Process Agent for the period through the Maturity Date in accordance with Section 9.09(d). (l) The representations and warranties of each Credit Party set forth in the Loan Documents shall be true in all material respects on and as of the Amendment Effective Date. (m) After giving effect to the Amendment and Restatement, no Default shall have occurred and be continuing. (n) The Administrative Agent shall have received the fee referred to in Section 2.07(c) for the accounts of the Existing Lenders. Promptly after the Amendment Effective Date occurs, the Administrative Agent shall notify the Borrower and the Lenders thereof, and such notice shall be conclusive and binding. Notwithstanding the foregoing, the Amendment and Restatement shall not become effective unless each of the foregoing conditions is satisfied (or waived pursuant to Section 9.02) before 5:00 p.m., New York City time, on March 1, 2005.

Amendment Effective Date. The This Refinancing Amendment shall become effective as of the first date (the “Amendment Effective Date and the Amendment and Restatement effected pursuant to this Agreement shall not become effective until the date Date”) on which each of the following conditions is satisfied (or waived in accordance with Section 9.02):shall have been satisfied: (a) The Administrative Agent (or its counsel) shall have received from each party to this Agreement either (i) a counterpart hereof signed on behalf signature page of such party or this Refinancing Amendment duly executed by each of the Loan Parties and the Administrative Agent and (ii) written evidence satisfactory a Lender Addendum or a counterpart to this Refinancing Amendment, as applicable, executed and delivered by each New Term B Lender and by the Required Lenders (as determined after giving effect to the Administrative Agent (which may include telecopy transmission New Term Loan B Loans and the refinancing of a signed signature page) that such party has signed a counterpart of this Agreementthe Existing Term B Loans contemplated hereby). (b) The representations and warranties set forth in Section 4 of this Refinancing Amendment shall be true and correct in all respects on and as of the Amendment Effective Date, and the Administrative Agent shall have received a favorable written opinion certificate (addressed in form and substance reasonably acceptable to the Administrative Agent and the Lenders and Agent), dated as of the Amendment Effective Date) Date and signed by a Responsible Officer of each of (i) Cravaththe Lead Borrower, Swaine & Xxxxx LLP, special New York counsel certifying as to the Borrower such representations and the Guarantors, (ii) Licwarranties. Xxxxxxxxx Xxxxxx, General Counsel to the Borrower and the Guarantors, and (iii) Xxxx Xxxxx, Xxxxxxx Xxxxxx, Xxxxxxxx y Xxxxx, S.C., special Mexican counsel to the Borrower and the Guarantors, substantially in the form of Exhibits X-0, X-0 and B-3, respectively. The Borrower requests such counsel to deliver such opinions.#89446360v10 (c) The Administrative Agent shall have received a favorable written an opinion (addressed to the Administrative Agent and the Lenders and dated the Amendment Effective Date) of from each of (i) Xxxxx Xxxx & XxxxxxxxXxxxx LLP, special New York U.S. counsel to the Administrative Agent Loan Parties and (ii) Xxxxxx & XxxxxXxxxxxx, S.C. special Mexican Esq., corporate counsel of Parent, in each case, in form and substance reasonably satisfactory to the Administrative Agent, substantially in the form of Exhibits C-1 and C-2, respectively, in each case covering such matters relating to the Loan Documents as the Required Lenders may reasonably request. The Borrower requests such counsel to deliver such opinions. (d) The Administrative Agent shall have received a Committed Loan Notice in respect of the New Term B Loans. (e) The Administrative Agent shall have received a notice of mandatory prepayment of Term Loans pursuant to Section 2.05(b)(v) of the Credit Agreement. (f) The Administrative Agent shall have received a certificate signed by a Responsible Officer of the Lead Borrower designating the New Term B Loans as Refinancing Term Loans. (g) The Administrative Agent shall have received such documents and certificates as the Administrative Agent or its counsel may reasonably request relating to (i) the organization, existence and good standing of each Credit Loan Party, (ii) the authorization of the Borrowing hereunder (including the execution and execution, delivery of, and performance by such Credit Party of its obligations underthis Refinancing Amendment, each Loan Document to which it is a party) and any other transactions contemplated hereby and (iii) any other legal matters relating to the performance of the Credit Parties, the Agreement and each other applicable Loan Documents or such other transactionsDocument, all in form and substance reasonably satisfactory to the Administrative Agent and its counsel. (eh) The Administrative Agent shall have received a certificate, dated the Amendment Effective Date and signed by the President, a Vice President or an Officer of the Borrower, confirming compliance with the conditions set forth in clauses (l) and (m) of this Section. (f) The Credit Parties Borrowers shall have paid all fees and other amounts due and payable pursuant to this Refinancing Amendment and/or any letter agreements or fee letters by and between the Lender Parties on or before Borrowers and the Amendment Effective DateLead Arrangers (collectively, “Engagement Letters”), including, to the extent invoicedevidenced by a written invoice, all reimbursement or payment of documented and reasonable out-of-pocket expenses (including reasonable in connection with this Refinancing Amendment and documented fees, charges and disbursements any other out-of-pocket expenses of counsel for the Administrative Agent and local counsel for the Lenders) Lead Arrangers required to be paid or reimbursed or paid by any Credit Party under the Loan Documents. (g) The Administrative Agent shall have received (i) the Accession Agreement dated as of September 24, 2004 among the Borrower, the Collateral and Intercreditor Agent, the Grantor Subsidiaries party pursuant to the Original Loan Agreement, and Credit Agreement or the Administrative Agent, as supplemented by the Accession Agreement dated as of February 24, 2005, substantially in the form attached as Exhibit D hereto, duly completed with respect to the Obligations under this Agreement and the Notes and duly executed by the Borrower, the Collateral and Intercreditor Agent, and the Administrative Agent, on behalf of itself and the Lenders, pursuant to this Agreement (together, the “Secured Party Accession Agreement”) and (ii) evidence reasonably satisfactory to it of the satisfaction of the conditions set forth in Section 7.1 the Master Collateral and Intercreditor Agreement with respect to such Obligations being treated as “Secured Obligations” thereunder. (h) The Administrative Agent shall have received certification, substantially in the form of Exhibit F hereto, as to the financial condition and solvency of the Borrower and its Subsidiaries from the Chief Financial Officer of the BorrowerEngagement Letters. (i) No changes or developments The Administrative Agent and the Lead Arrangers shall have occurred, received at least one (1) Business Day prior to the Amendment Effective Date all documentation and no new or additional information, shall have other information about the Borrowers and the Guarantors as has been received or discovered reasonably requested in writing at least three (3) Business Days prior to the Amendment Effective Date by the Administrative Agent or and the Lenders regarding Lead Arrangers that they reasonably determine is required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the Borrower and its Subsidiaries after January 31, 2005 as a result of their continuing investigation or otherwise that either individually or in the aggregate, could reasonably be expected to have a Material Adverse EffectUSA PATRIOT Act. (j) There shall not have occurred a material adverse change in The prepayment of (A) the business, assets, properties, liabilities (actual and contingent), operations, condition (financial or otherwise) or prospects Existing Term B Loans of the Borrower Non-Continuing Term B Lenders and its Subsidiaries(B) the Non-Allocated Term Loans of the Continuing Term B Lenders, taken as a wholein each case, since December 31, 2003. (k) CT Corporation System shall have been appointed as Process Agent for consummated or, substantially concurrently with the period through incurrence (or continuation) of the Maturity Date in accordance with Section 9.09(d). (l) The representations and warranties of each Credit Party set forth in the Loan Documents New Term B Loans, shall be true consummated, in each case with all material respects on accrued and as of unpaid interest on, and premiums and fees related to, the Existing Term B Loans to, but not including, the Amendment Effective Date. (m) After giving effect to the Amendment and Restatement, no Default shall have occurred and be continuing. (n) . The Administrative Agent shall have received the fee referred to in Section 2.07(c) for the accounts of the Existing Lenders. Promptly after the Amendment Effective Date occurs, the Administrative Agent shall notify the Borrower Borrowers and the New Term B Lenders thereof, of the Amendment Effective Date and such notice shall be conclusive and binding. Notwithstanding the foregoing, the Amendment and Restatement shall not become effective unless each of the foregoing conditions is satisfied (or waived pursuant to Section 9.02) before 5:00 p.m., New York City time, on March 1, 2005.#89446360v10

Amendment Effective Date. The Amendment Effective Date and Except as set forth in Section 4.01 with respect to the Amendment and Restatement effected pursuant to provisions specified therein, this Amended Agreement shall not become effective until on the date on which each of when all the following conditions is shall have been satisfied (or waived in accordance with Section 9.02): (a) The Administrative Agent (or its counsel) shall have received from each party to this Agreement hereto either (i1) a counterpart hereof of this Agreement signed on behalf of such party or (ii2) written evidence reasonably satisfactory to the Administrative Agent (which may include telecopy transmission of a signed signature pagepage of this Agreement) that such party has signed a counterpart of this Agreement. (b) The Administrative Agent shall have received a favorable written opinion (addressed to the Administrative Agent Agent, the Collateral Agent, the Issuing Banks and the Lenders and dated the Amendment Effective Date) of each of (i) CravathXxxx X. Xxxxxxxx, Swaine & Esq., General Counsel of the Borrower, Xxxxx Xxxx LLP, special New York counsel to for the Borrower Loan Parties and the Guarantors, (ii) Lic. Xxxxxxxxx Willkinson Xxxxxx Xxxxxx, General Counsel to the Borrower and the Guarantors, and (iii) Xxxx Xxxxx, Xxxxxxx Xxxxxx, Xxxxxxxx y Xxxxx, S.C.LLP, special Mexican regulatory counsel to for the Borrower and the GuarantorsLoan Parties, substantially in the form forms of Exhibits X-0, X-0 and B-3, respectively, and covering such corporate, regulatory (including with respect to Governmental Authorizations) and other matters relating to the Wireline Companies, the Loan Documents or the Directories Transactions as the Required Lenders or the Lead Arranger shall reasonably request. The Borrower hereby requests each such counsel to deliver such opinions. (c) The Administrative Agent shall have received a favorable written opinion (addressed to the Administrative Agent and the Lenders and dated the Amendment Effective Date) of each of (i) Xxxxx Xxxx & Xxxxxxxx, special New York counsel to the Administrative Agent and (ii) Xxxxxx & Xxxxx, S.C. special Mexican counsel to the Administrative Agent, substantially in the form of Exhibits C-1 and C-2, respectively, in each case covering such matters relating to the Loan Documents as the Required Lenders may reasonably request. The Borrower requests such counsel to deliver such opinions. (d) The Administrative Agent shall have received such documents and certificates as the Administrative Agent or its counsel may reasonably request relating to (i) the organization, existence and good standing of each Credit Loan Party, (ii) the authorization of the Borrowing hereunder (including the execution and execution, delivery of, and performance by such Credit Party of its obligations under, each Loan Document to which it is a party) the Amended Agreement and any other transactions contemplated hereby and (iii) any other legal matters relating to the Credit PartiesWireline Companies, the Loan Documents or such other transactionsthe Directories Transactions, all in form and substance reasonably satisfactory to the Administrative Agent and its counsel. (ed) The Administrative Agent shall have received a certificate, dated the Amendment Effective Date and signed by the President, a Vice President or an a Financial Officer of the Borrower, confirming compliance with the conditions set forth in clauses paragraphs (la) and (mb) of this SectionSection 4.03. (fe) The Credit Parties Administrative Agent shall have paid received all fees and other amounts due and payable by any Loan Party to any of the Lender Parties on or before prior to the Amendment Effective Date, including, to the extent invoiced, reimbursement or payment of all out-of-out of pocket expenses (including reasonable and documented fees, charges and disbursements of counsel for the Administrative Agent and local counsel for the Lenders) required to be reimbursed or paid by any Credit Loan Party under the Loan Documents. (f) The conditions set forth in Section 4.01 shall have been satisfied. (g) The Borrower shall have used all of the net cash proceeds from the Debt Offering to prepay Tranche B Term Loans. (h) All accrued interest on and other amounts (including amounts payable pursuant to Section 2.15 of the Existing Credit Agreement) due in respect of the Tranche B Term Loans as of the Amendment Effective Date shall have been paid. (i) The Administrative Agent shall have received (i) the Accession Agreement dated as a Notice of September 24, 2004 among the Borrower, the Collateral and Intercreditor Agent, the Grantor Subsidiaries party to the Original Loan Agreement, and the Administrative Agent, as supplemented by the Accession Agreement dated as of February 24, 2005, substantially in the form attached as Exhibit D hereto, duly completed Borrowing with respect to the Obligations under this Agreement and Tranche B-1 Term Loans to be made on the Notes and duly executed by the Borrower, the Collateral and Intercreditor Agent, and the Administrative Agent, on behalf of itself and the Lenders, pursuant to this Agreement (together, the “Secured Party Accession Agreement”) and (ii) evidence reasonably satisfactory to it of the satisfaction of the conditions set forth in Section 7.1 the Master Collateral and Intercreditor Agreement with respect to such Obligations being treated as “Secured Obligations” thereunderAmendment Effective Date. (hj) The Administrative Agent shall have received certification, substantially a notice of prepayment in the form of Exhibit F hereto, as to the financial condition and solvency respect of the Borrower and its Subsidiaries from the Chief Financial Officer of the Borrower. (i) No changes or developments shall have occurred, and no new or additional information, shall have been received or discovered by the Administrative Agent or the Lenders regarding the Borrower and its Subsidiaries after January 31, 2005 as a result of their continuing investigation or otherwise that either individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect. (j) There shall not have occurred a material adverse change in the business, assets, properties, liabilities (actual and contingent), operations, condition (financial or otherwise) or prospects of the Borrower and its Subsidiaries, taken as a whole, since December 31, 2003. (k) CT Corporation System shall have been appointed as Process Agent for the period through the Maturity Date Tranche B Term Loans in accordance with Section 9.09(d). (l2.10(f) The representations of the Existing Credit Agreement. On the Amendment Effective Date, without further action by any of the parties thereto, the Existing Agreement will be automatically amended and warranties restated to read as this Agreement reads. On and after the Amendment Effective Date, the rights and obligations of each Credit Party set forth in the Loan Documents parties hereto shall be true governed by the provisions hereof. The rights and obligations of the parties with respect to the period before the Amendment Effective Date shall continue to be governed by the provisions thereof as in all material respects on and as of effect before the Amendment Effective Date. (m) After giving effect to the Amendment and Restatement, no Default shall have occurred and be continuing. (n) The Administrative Agent shall have received the fee referred to in Section 2.07(c) for the accounts of the Existing Lenders. Promptly after the Amendment Effective Date occurs, the Administrative Agent shall notify the Borrower and the Lenders thereof, and such notice shall be conclusive and binding. Notwithstanding the foregoing, the Amendment and Restatement shall not become effective unless each of the foregoing conditions is satisfied (or waived pursuant to Section 9.02) before 5:00 p.m., New York City time, on March 1, 2005.

Amendment Effective Date. The effectiveness of this Agreement on the Amendment Effective Date and is subject to the Amendment and Restatement effected pursuant to this Agreement shall not become effective until the date on which each satisfaction (or waiver in accordance with Section 8.02) of the following conditions is satisfied (or waived in accordance with Section 9.02):precedent: (a) The Administrative Agent Lender (or its counsel) shall have received from each party to this Agreement either (i) a counterpart hereof signed on behalf of such party or (ii) written evidence satisfactory to Borrower Party and the Administrative Agent (which may include telecopy transmission of a signed signature page) that such party has signed a counterpart Security Trustee executed counterparts of this Agreement. (b) The Administrative Agent Lender shall have received from each Borrower Party, the Security Trustees and the FRBNY executed counterparts of the Mortgage and all supplements thereto in a form sufficient to file with the FAA, the International Registry and any other Governmental Authority where filing or registration of the Mortgage and any supplements thereto is required under Requirements of Law of the United States to perfect the Security Trustee’s security interest in, and Lien on, the Pool Aircraft and all other Aircraft Assets (as determined by the Required Persons in their sole discretion). (c) The Lender shall have received a favorable written opinion (addressed to the Administrative Agent each Lender Party and the Lenders FRBNY and dated the Amendment Effective Date) of each of (i) Cravath, Swaine & Xxxxx LLP, special Xxxxxxxx Chance US LLP with respect to New York law, in-house counsel to the Parent Borrower with respect to California law and the Guarantorsother matters, (ii) Lic. Xxxxxxxxx Xxxxxxand A&L Goodbody with respect to Irish law, General Counsel White & Case LLP with respect to French law and Zul Xxxxxxx & partners with respect to Malaysian law, each counsel for the Borrower and the Guarantors, and (iii) Xxxx Xxxxx, Xxxxxxx Xxxxxx, Xxxxxxxx y Xxxxx, S.C., special Mexican counsel to the Borrower and the GuarantorsParties, substantially in the form of Exhibits X-0Exhibit X-0X, X-0 X-0X, X-0X, X-0X and B-3G-1E (as applicable) hereto as to such matters as any Lender Party or the FRBNY may request, respectively. The including non-contravention of any indenture, agreement, mortgage, deed of trust or other instrument to which any Borrower requests such counsel to deliver such opinions. Party is a party or by which it is bound or any of its properties are subject (c) The Administrative Agent shall have received a favorable written opinion (addressed to the Administrative Agent and the Lenders and dated the Amendment Effective Date) of each of (i) Xxxxx Xxxx & Xxxxxxxxincluding, special New York counsel to the Administrative Agent but not limited to, any Lease), and (ii) Daugherty, Fowler, Peregrin, Xxxxxx & XxxxxXxxxxx, S.C. A Professional Corporation, special Mexican FAA counsel to the Administrative AgentBorrower Parties, substantially in the form of Exhibits C-1 and C-2Exhibit G-2, respectivelyand, in the case of each case opinion required by this subsection, covering such other matters relating to the Borrower Parties, the Loan Documents Documents, the Collateral or the transactions contemplated thereby as any Lender Party or the Required Lenders may FRBNY shall reasonably request. The Borrower Parties requests such counsel to deliver such opinions. (d) The Administrative Agent Lender shall have received a Deposit Account Control Agreement with respect to each Collection Account, in each case duly executed and delivered by the applicable Borrower Party, the Security Trustee and the applicable depositary bank. (e) The Security Trustee shall have received UCC Financing Statements from each Borrower Party, naming such Borrower Party as debtor, naming the Security Trustee (for the benefit of the Secured Parties) as secured party and describing the applicable Collateral (such UCC Financing Statements to be satisfactory to the Security Trustee). (f) The Lender shall have received such documents and certificates as the Administrative Agent Required Persons or its their respective counsel may reasonably request relating to (i) the organization, existence and and, if applicable, good standing of each Credit Partythe Borrower Parties, (ii) the authorization of the Borrowing hereunder (including the execution and delivery of, and performance by such Credit Party of its obligations under, each Loan Document to which it is a party) and any other transactions contemplated hereby by the Loan Documents and (iii) any other legal matters relating to the Credit Borrower Parties, the Loan Documents Documents, the Collateral or such other transactionsthe transactions contemplated hereby or thereby, all in form and substance satisfactory to the Administrative Agent FRBNY and its their counsel. (eg) The Administrative Agent Lender shall have received a certificate, dated the Amendment Effective Date and signed by the President, a Vice President or an a Financial Officer of the Parent Borrower, confirming compliance with the conditions set forth in clauses (lm) and (mn) of this SectionSection 4.01. (fh) The Credit Parties Borrowers shall have paid all fees and other amounts due and payable to the Lender Parties and the FRBNY on or before the Amendment Effective Date, including, to the extent invoicedinvoiced in reasonable detail, all out-of-pocket expenses (including reasonable and documented fees, charges and disbursements of counsel for the Administrative Agent and local counsel for the Lenderscounsel) required to be reimbursed or paid by any Credit Party the Borrower Parties under the Loan Documents. (gi) The Administrative Agent Security Trustee and the FRBNY shall have received (i) the Accession Agreement dated as results of September 24a recent Lien, 2004 among tax and judgment search in each relevant jurisdiction, including without limitation the Borrower, the Collateral and Intercreditor Agent, the Grantor Subsidiaries party to the Original Loan Agreement, FAA registry and the Administrative Agent, as supplemented by the Accession Agreement dated as of February 24, 2005, substantially in the form attached as Exhibit D hereto, duly completed International Registry with respect to the Obligations under this Agreement each Borrower Party and the Notes Collateral, revealing no Liens on any of the assets of any Borrower Party or the Collateral, other than Permitted Liens. (j) All consents and duly executed approvals required to be obtained by the Borrower, Borrower Parties from any Governmental Authority or other Person in connection with the Collateral and Intercreditor Agenttransactions contemplated by the Loan Documents shall have been obtained, and all applicable waiting periods and appeal periods shall have expired, in each case without the Administrative Agent, on behalf imposition of itself and the Lenders, pursuant to this Agreement any burdensome condition. (together, the “Secured Party Accession Agreement”k) and (ii) The Lender shall have received evidence reasonably satisfactory to it and the FRBNY that each Borrower Party has delivered irrevocable instructions to each Applicable Obligor instructing it to pay all Collections in respect of any Lease in the satisfaction of the conditions set forth in Section 7.1 the Master Collateral and Intercreditor Agreement with respect future directly to such Obligations being treated as “Secured Obligations” thereundera Collection Account. (hl) The Administrative Agent Lender shall have received certification, substantially in the form of Exhibit F hereto, as to the financial condition and solvency of the Borrower and its Subsidiaries a certificate from the Chief Financial Officer of the Parent Borrower. (i) No changes or developments shall have occurred, in form and no new or additional informationsubstance satisfactory to it and the FRBNY, shall have been received or discovered by the Administrative Agent or the Lenders regarding with respect to the Borrower and its Subsidiaries after January 31, 2005 as a result of their continuing investigation or otherwise that either individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect. (j) There shall not have occurred a material adverse change in the business, assets, properties, liabilities (actual and contingent), operations, condition (financial or otherwise) or prospects of the Borrower and its SubsidiariesParties, taken as a whole, since December 31, 2003corresponding to the representations in Section 3.16. (k) CT Corporation System shall have been appointed as Process Agent for the period through the Maturity Date in accordance with Section 9.09(d). (lm) The representations and warranties of the Borrower Parties contained in Article 3 of this Agreement and contained in each Credit Party set forth in the other Loan Documents Document shall be true in all material respects and correct on and as of the Amendment Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct as of such earlier date. (mn) After Immediately after giving effect to the Amendment and RestatementLoan, no Default shall have occurred and be continuing. (no) The Administrative Agent Each of the Required Persons shall have received three Appraisals of each Pool Aircraft in form and substance satisfactory to it. Such Appraisals shall (i) have been conducted by a Qualified Appraiser prior to the fee referred Amendment Effective Date and (ii) show that the aggregate Appraised Value of all Pool Aircraft as of the Amendment Effective Date is sufficient to cause the Loan-to-Value Ratio to be less than or equal to 50%, after giving pro forma effect to the New Loan to be made on the Amendment Effective Date and the outstanding balance of the Loan. (p) Each of the Required Persons shall have received evidence satisfactory to it that each of the Pool Aircraft are Owned by a Borrower as of the Amendment Effective Date. (q) Each of the Required Persons shall have received evidence satisfactory to it that the Parent Borrower has received all waivers and/or amendments to its existing indentures, agreements, mortgage, deeds of trust and other instruments to which it is a party necessary to allow it to undertake the transactions contemplated by the Loan Documents. (r) The Lender Parties and the FRBNY shall have received from each Borrower Party such supplements to the Mortgage, charges, consents, control agreements, Irish Mortgages, UCC Financing Statements and amendments and other similar instruments, agreements, certificates, documents and opinions of counsel as the Lender Parties or the FRBNY may reasonably request, together with evidence to their satisfaction that all necessary actions have been taken, in Section 2.07(corder to grant (i) the First Lien Security Trustee, for the accounts benefit of the Existing LendersFRBNY, a first-priority security interest in, and Lien on, the Collateral (other than Aircraft Assets relating to the Required Pool Aircraft and the Supplemental Pool Aircraft), which shall secure the First Lien Secured Obligations (as defined in the Mortgage), (ii) the Third Lien Security Trustee, for the benefit of the FRBNY, a third-priority security interest in, and Lien on, the Collateral (other than Aircraft Assets relating to the Required Pool Aircraft and the Supplemental Pool Aircraft), which shall secure the Third Lien Secured Obligations (as defined in the Mortgage) and (iii) the Fourth Lien Security Trustee, for the benefit of the FRBNY, a fourth-priority security interest in, and Lien on, the Collateral (other than Aircraft Assets relating to the Required Pool Aircraft and the Supplemental Pool Aircraft), which shall secure the Fourth Lien Secured Obligations (as defined in the Mortgage) provided that only the Express Perfection Requirements shall be required to be satisfied; provided, further, that, for the purposes of this clause (r), Required Cape Town Registrations with respect to assignments of International Interests in Leases that are not registered on the International Registry as of the Amendment Effective Date shall be made within one month of the Amendment Effective Date. (a) The First Lien Security Trustee, for the benefit of the FRBNY, shall have a first priority perfected security interest in the Collateral (other than Aircraft Assets relating to the Required Pool Aircraft and the Supplemental Pool Aircraft) (subject only to Permitted Liens) and (b) the Third Lien Security Trustee, for the benefit of the FRBNY, shall have a third priority perfected security interest in the Collateral (other than Aircraft Assets relating to the Required Pool Aircraft and the Supplemental Pool Aircraft) (subject only to Permitted Liens) (in each case, it being understood and agreed that, with respect to each Aircraft Asset, only the Express Perfection Requirements shall be required to be satisfied). (t) The Lender Parties and the FRBNY shall have received a report from Simat Helliesen & Xxxxxxx, Inc. in form and substance satisfactory to the Required Persons opining as to such matters as the Required Persons may require. (u) The Lender shall have received copies of the Borrower Party Guarantee and the Charge Over Shares of the Irish Subsidiary Borrower, duly executed by each Borrower Party party thereto, together with all documents required to be delivered thereunder. (v) The Lender shall have received a signed original of a Note with respect to the Loan, duly executed by each Borrower. (w) The Required Persons shall have received evidence, in form and substance satisfactory to them, that the requirements of Section 60 of the Companies Xxx 0000 (as amended) of Ireland and the analogous provisions of any other relevant jurisdiction in relation to financial assistance have been complied with in full by the Irish Subsidiary Borrower and the Irish Initial Intermediate Lessee. Promptly after the Amendment Effective Date occurs, the Administrative Agent Lender shall notify each Borrower Party, the Borrower Security Trustee, and the Lenders FRBNY thereof, and such notice shall be conclusive and binding. Notwithstanding the foregoing, the Amendment and Restatement shall not become effective unless each of the foregoing conditions is satisfied (or waived pursuant to Section 9.02) before 5:00 p.m., New York City time, on March 1, 2005.

Amendment Effective Date. The This Amendment and the Amended Credit Agreement shall become effective as of the first date (the “Amendment Effective Date and the Amendment and Restatement effected pursuant to this Agreement shall not become effective until the date Date”) on which each of the following conditions is shall have been satisfied (or waived in accordance with Section 9.02by the Sixth Amendment Term Lenders and the Consenting Revolving Lenders): (a) The the Administrative Agent (or its counsel) shall have received from each party to this Agreement either (ii)(x) a counterpart hereof signed on behalf signature page of such this Amendment duly executed by the Parent Borrower, each other Loan Party party or hereto, each Additional Replacement Term Lender, each Sixth Amendment Incremental Term Lender and the Administrative Agent, (y) each applicable Lender Addendum, executed and delivered by each Consenting Term Lender and (z) a counterpart signature page of this Amendment duly executed by each of the Consenting Revolving Lenders (which collectively constitute 100% of the Revolving Lenders, Issuing Lenders and Swingline Lenders under the Existing Credit Agreement) and (ii) written evidence satisfactory a borrowing notice duly executed by a Responsible Officer of the Parent Borrower with respect to the Sixth Amendment Term Loans setting forth the Parent Borrower’s request to have the Sixth Amendment Term Loans be subject to the same Interest Periods and the same Term SOFR Reference Rate applicable to the Term SOFR Loan Existing Term Loans; (b) the Administrative Agent (which may include telecopy transmission of a signed signature pageor its counsel) that such party has signed a counterpart of this Agreement. (b) The Administrative Agent shall have received a favorable written customary opinion (addressed to the Administrative Agent and the Lenders and dated the Amendment Effective Date) of each of from (i) Cravath, Swaine Dxxxx Xxxx & Xxxxx Wxxxxxxx LLP, in its capacity as special New York counsel to the Borrower and the Guarantors, (ii) Lic. Xxxxxxxxx Xxxxxx, General Counsel to the Borrower and the Guarantors, and (iii) Xxxx Xxxxx, Xxxxxxx Xxxxxx, Xxxxxxxx y Xxxxx, S.C., special Mexican counsel to the Borrower and the Guarantors, substantially in the form of Exhibits X-0, X-0 and B-3, respectively. The Borrower requests such counsel to deliver such opinions. (c) The Administrative Agent shall have received a favorable written opinion (addressed to the Administrative Agent and the Lenders and dated the Amendment Effective Date) of each of (i) Xxxxx Xxxx & Xxxxxxxx, special New York counsel to the Administrative Agent Loan Parties and (ii) Xxxxxx Mxxxxx, Nxxxxxx, Arsht & XxxxxTxxxxxx LLP, S.C. in its capacity as special Mexican Delaware counsel to the Loan Parties, in each case, dated as of the Amendment Effective Date and addressed to the Administrative Agent, substantially in the form of Exhibits C-1 each Sixth Amendment Term Lender and C-2, respectively, in each case covering such matters relating to the Loan Documents as the Required Lenders may reasonably request. The Borrower requests such counsel to deliver such opinions.Revolving Lender; (dc) The Administrative Agent shall have received such documents and certificates as substantially concurrently with the Administrative Agent or its counsel may reasonably request relating to (i) the organization, existence and good standing of each Credit Party, (ii) the authorization making of the Borrowing hereunder (including the execution and delivery of, and performance by such Credit Party of its obligations under, each Loan Document to which it is a party) and any other transactions contemplated hereby and (iii) any other legal matters relating to the Credit PartiesSixth Amendment Replacement Term Loans, the Loan Documents or such other transactionsExisting Term Loans (together with any accrued but unpaid interest thereon to, all in form and substance satisfactory to the Administrative Agent and its counsel. (e) The Administrative Agent shall have received a certificatebut not including, dated the Amendment Effective Date and signed by the President, a Vice President or an Officer of the Borrower, confirming compliance with the conditions set forth in clauses (l) and (m) of this Section. (f) The Credit Parties shall have paid all fees and other amounts due and payable to the Lender Parties on or before the Amendment Effective Date, includingand all fees or premiums, to if any, with respect thereto) shall be repaid or paid, as applicable, in full with the extent invoicedproceeds of the Sixth Amendment Replacement Term Loans (or, all out-of-pocket expenses in the case of the Cashless Rollover as contemplated by Section 1.7 of the Existing Credit Agreement, converted and continued) and, if necessary, cash on hand of the Parent Borrower (including reasonable and documented feescollectively, charges and disbursements of counsel for the “Refinancing”); (d) the Administrative Agent and local counsel for the Lenders(or its counsel) required to be reimbursed or paid by any Credit Party under the Loan Documents. (g) The Administrative Agent shall have received (i) a certificate of each Loan Party, dated the Accession Agreement dated as of September 24, 2004 among the Borrower, the Collateral and Intercreditor Agent, the Grantor Subsidiaries party to the Original Loan Agreement, and the Administrative Agent, as supplemented by the Accession Agreement dated as of February 24, 2005, substantially in the form attached as Exhibit D hereto, duly completed with respect to the Obligations under this Agreement and the Notes and duly executed by the Borrower, the Collateral and Intercreditor Agent, and the Administrative Agent, on behalf of itself and the Lenders, pursuant to this Agreement (together, the “Secured Party Accession Agreement”) and (ii) evidence reasonably satisfactory to it of the satisfaction of the conditions set forth in Section 7.1 the Master Collateral and Intercreditor Agreement with respect to such Obligations being treated as “Secured Obligations” thereunder. (h) The Administrative Agent shall have received certificationAmendment Effective Date, substantially in the form of Exhibit F hereto, as C to the financial condition Existing Credit Agreement, with appropriate insertions and solvency attachments, including without limitation (x) the certificate of incorporation (or equivalent) of each Loan Party certified by the relevant authority of the Borrower jurisdiction of organization of such Loan Party and (y) a true and complete copy of its Subsidiaries from the Chief Financial Officer by-laws or operating, management, partnership or similar agreement (or, in each case of the Borrower. clauses (ix) No changes and (y) above, a certification that true and complete copies of such documents or developments shall have occurred, and no new or additional information, shall agreements have been received or discovered by previously attached to a certificate delivered to the Administrative Agent under the Existing Credit Agreement and that such documents or agreements have not been amended except as otherwise attached to such certificate delivered to the Lenders regarding Administrative Agent on the Borrower Amendment Effective Date and certified therein as being the only amendments thereto as of such date), and (ii) a good standing certificate as of a recent date for each Loan Party from its Subsidiaries after January 31, 2005 as a result relevant authority of their continuing investigation or otherwise that either individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect.its jurisdiction of organization; (je) There shall not have occurred a material adverse change in the business, assets, properties, liabilities (actual and contingent), operations, condition (financial or otherwise) or prospects each of the Borrower and its Subsidiaries, taken as a whole, since December 31, 2003. (k) CT Corporation System shall have been appointed as Process Agent for the period through the Maturity Date in accordance with Section 9.09(d). (l) The representations and warranties of each Credit made by any Loan Party set forth in the Loan Documents shall be true and correct in all material respects (or in all respects if qualified by materiality) on and as of the Amendment Effective Date. (m) After , immediately prior to and immediately after giving effect to this Amendment and the transactions contemplated hereby, as if made on and as of such date, except to the extent expressly made as of an earlier date, in which case such representations and warranties shall have been so true and correct as of such earlier date; (i) to the extent invoiced to the Parent Borrower at least three Business Days prior to the Amendment Effective Date, all costs and Restatementexpenses (including, without limitation, reasonable and documented legal fees and expenses of counsel to the Administrative Agent) required to be paid by the Parent Borrower to the Administrative Agent and the Sixth Amendment Lead Arrangers in connection with this Amendment and (ii) all fees required to be paid by the Parent Borrower to the Sixth Amendment Lead Arrangers and the Sixth Amendment Term Lenders in connection with this Amendment, in each case of (i) and (ii), shall have been paid or shall have been authorized to be deducted from the proceeds of the funding under the Sixth Amendment Term Loans; (g) the Sixth Amendment Lead Left Arranger shall have received, at least three Business Days prior to the Amendment Effective Date, (i) all documentation and other information about the Parent Borrower and the Subsidiary Guarantors that shall have been reasonably requested by any Sixth Amendment Term Lender or any Consenting Revolving Lender in writing at least 10 Business Days prior to the Amendment Effective Date and that such Sixth Amendment Term Lender or such Consenting Revolving Lender reasonably determines is required by United States bank regulatory authorities under applicable “know-your-customer” and anti-money laundering rules and regulations, including the PATRIOT Act and the CDD Rule and (ii) to the extent the Parent Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation and any Sixth Amendment Term Lender or any Consenting Revolving Lender has requested such certification in a written notice to the Administrative Agent and the Parent Borrower at least 10 Business Days prior to the Amendment Effective Date, a Beneficial Ownership Certification regarding beneficial ownership as required by the Beneficial Ownership Regulation; (h) the Administrative Agent (or its counsel) shall have received a Solvency Certificate (as defined in the Existing Credit Agreement) dated as of the Amendment Effective Date from the chief financial officer (or other officer with reasonably equivalent responsibilities) of the Parent Borrower certifying as to the matters set forth therein; (i) no Default or Event of Default shall have occurred and be continuing.continuing on the Amendment Effective Date both immediately before and immediately after giving effect to the Transactions contemplated by this Amendment and the Amended Credit Agreement; and (nj) The the Administrative Agent shall have received a certificate of a Responsible Officer of the fee Parent Borrower certifying as to the matters referred to in clauses (e) and (i) of this Section 2.07(c) for 5. For purposes of determining whether the accounts conditions specified in this ‎Section 5 have been satisfied on the date hereof, by the funding of the Existing Lenders. Promptly after the Sixth Amendment Effective Date occursTerm Loans and/or executing this Amendment (including any Lender Addendum), as applicable, the Administrative Agent shall notify Agent, the Borrower Sixth Amendment Term Lenders and the Revolving Lenders thereof, and such notice shall be conclusive and binding. Notwithstanding deemed to have consented to, approved or accepted, or to be satisfied with, each document or other matter required hereunder to be consented to or approved by or acceptable or satisfactory to the foregoingAdministrative Agent, the Sixth Amendment and Restatement shall not become effective unless each of Term Lenders and/or the foregoing conditions is satisfied (or waived pursuant to Section 9.02) before 5:00 p.m.Consenting Lenders, New York City time, on March 1, 2005as the case may be.

Amendment Effective Date. The Amendment Effective Date This amendment and restatement of the Amendment and Restatement effected pursuant to this Existing Senior Secured Credit Agreement shall not become effective until the date on which each of the following conditions is shall have been satisfied (or waived in accordance with Section 9.02): (a) The Administrative Agent (or its counsel) shall have received from each party to this Agreement either (i) a counterpart hereof signed on behalf counterparts of such party or this Agreement executed by the Administrative Agent, the Collateral Agent, the Required Lenders, the Borrower and the Guarantors and (ii) written evidence satisfactory to Amendment Effective Date Lender Consents and commitments from Lenders and/or prospective Lenders representing 100% of the Administrative Agent (which may include telecopy transmission aggregate outstanding principal amount of a signed signature page) that such party has signed a counterpart the Amendment Effective Date Term Loans and 100% of this Agreementthe Revolving Commitments. (b) The Administrative Agent shall have received a favorable written opinion opinions (addressed to the Administrative Agent and the Lenders and dated the Amendment Effective Date) of each (a) the general counsel of (i) Cravath, Swaine & Xxxxx LLP, special New York counsel to the Borrower and (b) Xxxxxx & Bird LLP and other counsel for the GuarantorsLoan Parties, (ii) Lic. Xxxxxxxxx Xxxxxx, General Counsel covering such other matters relating to the Borrower Borrower, this Agreement or the Transactions as the Lenders shall reasonably request and the Guarantors, otherwise in form and (iii) Xxxx Xxxxx, Xxxxxxx Xxxxxx, Xxxxxxxx y Xxxxx, S.C., special Mexican counsel substance reasonably satisfactory to the Borrower and the Guarantors, substantially in the form of Exhibits X-0, X-0 and B-3, respectively. The Borrower requests such counsel to deliver such opinionsAdministrative Agent. (c) The Administrative Agent shall have received a favorable written opinion (addressed to the Administrative Agent and the Lenders and dated the Amendment Effective Date) of each of (i) Xxxxx Xxxx & Xxxxxxxx, special New York counsel to the Administrative Agent and (ii) Xxxxxx & Xxxxx, S.C. special Mexican counsel to the Administrative Agent, substantially in the form of Exhibits C-1 and C-2, respectively, in each case covering such matters relating to the Loan Documents as the Required Lenders may reasonably request. The Borrower requests such counsel to deliver such opinions. (d) The Administrative Agent shall have received such documents and certificates as the Administrative Agent or its counsel may reasonably request relating to (i) the organization, existence and good standing of each Credit Partythe Borrower and the Loan Parties, (ii) the authorization of the Borrowing hereunder (including the execution Transactions and delivery of, and performance by such Credit Party of its obligations under, each Loan Document to which it is a party) and any other transactions contemplated hereby and (iii) any other legal matters relating to the Credit PartiesBorrower, the Loan Documents Subsidiaries, this Agreement or such other transactionsthe Transactions, all in form and substance reasonably satisfactory to the Administrative Agent and its counsel, it being agreed that a certificate from the Secretary or Assistant Secretary (or other individual performing similar functions) certifying that any certified copies of any articles or certificate of incorporation or formation, operating agreement, partnership agreement, bylaws or similar organizational documents delivered to the Administrative Agent with respect to the Subsidiary Loan Parties in connection with the closing of the Existing Senior Secured Credit Agreement have not been amended, supplemented or otherwise modified since the date of certification thereof shall satisfy the requirements of this clause (c). (ed) The Administrative Agent shall have received a certificate, dated the Amendment Effective Date and signed by the President, a Vice President or an Financial Officer of the Borrower, confirming compliance with the conditions set forth in clauses paragraphs (la) and (mb) of this SectionSection 4.02. (e) [Intentionally omitted]. (f) The Credit Parties Administrative Agent and each Lender shall have paid received all fees and other amounts due and payable to the Lender Parties it on or before prior to the Amendment Effective Date, including, including to the extent invoiced, reimbursement or payment of all out-of-pocket expenses (including reasonable and documented fees, charges and disbursements of counsel for the Administrative Agent and local counsel for the Lenders) required to be reimbursed or paid by any Credit Party under the Loan DocumentsBorrower hereunder. (g) The Administrative Agent shall have received (i) the Accession Agreement dated as of September 24, 2004 among the Borrower, the Collateral and Intercreditor Agent, the Grantor Subsidiaries party to the Original Loan Agreement, and the Administrative Agent, as supplemented by the Accession Agreement dated as of February 24, 2005, substantially in the form attached as Exhibit D hereto, duly completed with respect to the Obligations under this Agreement and the Notes and duly executed by the Borrower, the Collateral and Intercreditor Agent, and the Administrative Agent, on behalf of itself and the Lenders, pursuant to this Agreement (together, the “Secured Party Accession Agreement”) and (ii) evidence reasonably satisfactory to it of the satisfaction of the conditions set forth in Section 7.1 the Master Collateral and Intercreditor Agreement with respect to such Obligations being treated as “Secured Obligations” thereunder[Intentionally omitted]. (h) The Administrative Agent shall have received certification, substantially in the form of Exhibit F hereto, as to the financial condition and solvency of the Borrower and its Subsidiaries from the Chief Financial Officer of the Borrower[Intentionally omitted]. (i) No changes or developments shall have occurred, and no new or additional information, shall have been received or discovered by the Administrative Agent or the Lenders regarding the Borrower and its Subsidiaries after January 31, 2005 as a result of their continuing investigation or otherwise that either individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect[Intentionally omitted]. (j) There The Administrative Agent and each Lender shall not have occurred a material adverse change received all such information as shall have been reasonably requested by it in order to enable it to comply with the businessrequirements of the USA Patriot Act and any other “know your customer” or similar laws or regulations. (k) On the Amendment Effective Date, assets(i) after giving effect to the consummation of the Transactions and any rights of contribution, properties, liabilities (actual and contingent), operations, condition (financial or otherwise) or prospects of the Borrower and its Restricted Subsidiaries, taken as a whole, since December 31shall be Solvent and the Loan Parties, 2003. taken as a whole, shall be Solvent and (kii) CT Corporation System the Administrative Agent shall have been appointed received a solvency certificate from the Financial Officer of the Borrower and each Subsidiary Loan Party in form and substance satisfactory to the Administrative Agent, dated as Process Agent for of the period through Amendment Effective Date and addressed to the Maturity Date Agents and the Lenders, in accordance with Section 9.09(d)each case in form, scope and substance satisfactory to the Administrative Agent. (l) The representations and warranties of each Credit Party set forth in the Loan Documents shall be true in all material respects on and as of the Amendment Effective Date[Intentionally omitted]. (m) After giving effect to the Amendment and Restatement, no Default shall have occurred and be continuing[Intentionally omitted]. (n) The Administrative Agent shall have received the fee referred to a Borrowing Request in accordance with Section 2.07(c) for the accounts of the Existing Lenders2.03(b). Promptly after the Amendment Effective Date occurs, the The Administrative Agent shall notify the Borrower and the Lenders thereofof the Amendment Effective Date, and such notice shall be conclusive and binding. Notwithstanding the foregoing, the Amendment and Restatement shall not become effective unless each of the foregoing conditions is satisfied (or waived pursuant to Section 9.02) before 5:00 p.m., New York City time, on March 1, 2005.

Amendment Effective Date. The Amendment Effective Date This amendment and the Amendment and Restatement effected pursuant to this Agreement restatement shall not become effective until the date on which each of the following conditions is satisfied (or waived in accordance with Section 9.0210.02): (a) The Administrative Agent (or its counsel) shall have received from each party to this Agreement hereto either (i) a counterpart hereof of this Agreement signed on behalf of such party or (ii) written evidence satisfactory to the Administrative Agent (which may include telecopy transmission of a signed signature pagepage of this Agreement) that such party has signed a counterpart of this Agreement. (b) The Administrative Agent shall have received a favorable written opinion (addressed to the Administrative Agent and the Lenders and dated the Amendment Effective Date) of each of (i) CravathSimpxxx Xxxxxxx & Bartxxxx, Swaine & Xxxxx LLP, special New York counsel to the Borrower and the Guarantors, (ii) Lic. Xxxxxxxxx Xxxxxx, General Counsel to the Borrower and the Guarantors, and (iii) Xxxx Xxxxx, Xxxxxxx Xxxxxx, Xxxxxxxx y Xxxxx, S.C., special Mexican counsel to xxunsel for the Borrower and the Guarantors, substantially in the form of Exhibits X-0Exhibit B-1, X-0 and B-3, respectively. The Borrower requests such counsel to deliver such opinions. (c) The Administrative Agent shall have received a favorable written opinion (addressed to the Administrative Agent and the Lenders and dated the Amendment Effective Date) of each of (i) Xxxxx Xxxx & Xxxxxxxx, special New York counsel to the Administrative Agent and (ii) Xxxxxx Barnxx & XxxxxXhorxxxxx, S.C. special Mexican xxecial Indiana counsel to for the Administrative AgentBorrower, substantially in the form of Exhibits C-1 B-2 and C-2(iii) Goodxxx Xxxlxxxx & Xinexxxx, respectivelyXxnadian counsel for Seagram, substantially in each case covering such matters relating to the Loan Documents as the Required Lenders may reasonably requestform of B-3. The Borrower requests and the Guarantors hereby request such counsel to deliver such opinionsopinion. (dc) The Administrative Agent shall have received such documents and certificates as the Administrative Agent or its counsel may reasonably request relating to (i) the organization, existence and good standing of the Borrower, each Credit PartyGuarantor, (ii) the authorization of the Borrowing hereunder (including the execution Transactions and delivery of, and performance by such Credit Party of its obligations under, each Loan Document to which it is a party) and any other transactions contemplated hereby and (iii) any other legal matters relating to the Credit PartiesBorrower, the Loan Documents Guarantors, this Agreement or such other transactionsthe Transactions, all in form and substance satisfactory to the Administrative Agent and its counsel. (d) The Acquisition shall have been consummated in accordance with applicable law and in a manner and with consequences not materially different from the description thereof in the Form S-4. 45 40 (e) The Lenders shall have received a pro forma balance sheet of Seagram as of June 30, 1998, and a pro forma consolidated income statement of Seagram for the period from July 1, 1997, through June 30, 1998, after giving effect to the Transactions and the consummation of the other transactions contemplated hereby as if they had occurred on the date of such balance sheet and at the beginning of the period covered by such income statement, respectively, and such balance sheet and income statement shall not be materially inconsistent with the information and projections previously provided to the Lenders. (f) The Seagram Existing Credit Agreement shall have been amended and restated in order to conform, to the reasonable satisfaction of the Administrative Agent, the representations, warranties, covenants, events of default, financial terms and certain other terms of the Seagram Existing Credit Agreement to those of the 364-Day Agreement. (g) The 364-Day Credit Agreement and the obligations to make loans thereunder shall have become effective pursuant to Section 4.01 of the 364-Day Credit Agreement. (h) The Administrative Agent shall have received a certificate, dated the Amendment Effective Date and signed by the President, a Vice President or an Officer of the Borrower, confirming compliance with the conditions set forth in clauses (l) and (m) of this Section. (f) The Credit Parties shall have paid all fees and other amounts due and payable to the Lender Parties on or before prior to the Amendment Effective Date, including, to the extent invoiced, reimbursement or payment of all out-of-pocket expenses (including reasonable and documented fees, charges and disbursements of counsel for the Administrative Agent and local counsel for the Lenders) required to be reimbursed or paid by any Credit Party under the Loan Documents. (g) The Administrative Agent shall have received (i) the Accession Agreement dated as of September 24, 2004 among the Borrower, the Collateral and Intercreditor Agent, the Grantor Subsidiaries party to the Original Loan Agreement, and the Administrative Agent, as supplemented by the Accession Agreement dated as of February 24, 2005, substantially in the form attached as Exhibit D hereto, duly completed with respect to the Obligations under this Agreement and the Notes and duly executed by the Borrower, the Collateral and Intercreditor Agent, and the Administrative Agent, on behalf of itself and the Lenders, pursuant to this Agreement (together, the “Secured Party Accession Agreement”) and (ii) evidence reasonably satisfactory to it of the satisfaction of the conditions set forth in Section 7.1 the Master Collateral and Intercreditor Agreement with respect to such Obligations being treated as “Secured Obligations” thereunder. (h) The Administrative Agent shall have received certification, substantially in the form of Exhibit F hereto, as to the financial condition and solvency of the Borrower and its Subsidiaries from the Chief Financial Officer of the Borrower. (i) No changes or developments shall have occurred, and no new or additional information, shall have been received or discovered by the Administrative Agent or the Lenders regarding the Borrower and its Subsidiaries after January 31, 2005 as a result of their continuing investigation or otherwise that either individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect. (j) There shall not have occurred a material adverse change in the business, assets, properties, liabilities (actual and contingent), operations, condition (financial or otherwise) or prospects of the Borrower and its Subsidiaries, taken as a whole, since December 31, 2003. (k) CT Corporation System shall have been appointed as Process Agent for the period through the Maturity Date in accordance with Section 9.09(d). (l) hereunder. The representations and warranties of each Credit Party set forth in the Loan Documents shall be true in all material respects on and as of the Amendment Effective Date. (m) After giving effect to the Amendment and Restatement, no Default shall have occurred and be continuing. (n) The Administrative Agent shall have received the fee referred to in Section 2.07(c) for the accounts of the Existing Lenders. Promptly after the Amendment Effective Date occurs, the Administrative Agent shall notify the Borrower and the Lenders thereofof the Amendment Effective Date, and such notice shall be conclusive and binding. Notwithstanding the foregoing, the Amendment this amendment and Restatement restatement shall not become effective unless each of the foregoing conditions is satisfied (or waived pursuant to Section 9.0210.02) before 5:00 at or prior to 3:00 p.m., New York City time, on March 131, 20051999.

Amendment Effective Date. The This Amendment shall become effective as of the date hereof on the date on which the following conditions precedent have been satisfied (the "Amendment Effective Date and Date"); provided, however, (i) the Amendment and Restatement effected pursuant to this Agreement consent set forth in Section 3(b) above shall not become effective until the date on which each of the following conditions is satisfied (or waived in accordance with Section 9.02): (a) The Administrative Agent (or its counsel) shall have received from each party to this Agreement either (i) a counterpart hereof signed on behalf of such party or Keystone Effective Date and (ii) written evidence satisfactory to the Administrative Agent (which may include telecopy transmission of a signed signature pageconsent set forth in Section 3(c) that such party has signed a counterpart of this Agreement.above shall not become effective until the Leachate Effective Date: (b1) The Administrative Agent shall have received a favorable written opinion (addressed to the Administrative Agent and the Lenders and dated on or before the Amendment Effective Date) of each of (i) Cravath, Swaine & Xxxxx LLP, special New York counsel to the Borrower and the Guarantors, (ii) Lic. Xxxxxxxxx Xxxxxx, General Counsel to the Borrower and the Guarantors, and (iii) Xxxx Xxxxx, Xxxxxxx Xxxxxx, Xxxxxxxx y Xxxxx, S.C., special Mexican counsel to the Borrower and the Guarantors, substantially in the form of Exhibits X-0, X-0 and B-3, respectively. The Borrower requests such counsel to deliver such opinions. (c) The Administrative Agent shall have received a favorable written opinion (addressed to the Administrative Agent and the Lenders and dated the Amendment Effective Date) of each of (i) Xxxxx Xxxx & Xxxxxxxx, special New York counsel to the Administrative Agent and (ii) Xxxxxx & Xxxxx, S.C. special Mexican counsel to the Administrative Agent, substantially in the form of Exhibits C-1 and C-2, respectively, in each case covering such matters relating to the Loan Documents as the Required Lenders may reasonably request. The Borrower requests such counsel to deliver such opinions. (d) The Administrative Agent shall have received such documents and certificates as the Administrative Agent or its counsel may reasonably request relating to (i) the organization, existence and good standing of each Credit Party, (ii) the authorization Date all of the Borrowing hereunder (including the execution and delivery of, and performance by such Credit Party of its obligations under, each Loan Document to which it is a party) and any other transactions contemplated hereby and (iii) any other legal matters relating to the Credit Parties, the Loan Documents or such other transactionsfollowing, all of which shall be in form and substance satisfactory to the Administrative Agent and its counsel. (e) The Administrative Agent shall have received a certificateAgents, dated the Amendment Effective Date and signed by the President, a Vice President or an Officer in sufficient originally executed copies for each of the Borrower, confirming compliance with the conditions set forth in clauses (l) and (m) of this Section.Lenders: (f) The Credit Parties shall have paid all fees and other amounts due and payable to the Lender Parties on or before the Amendment Effective Date, including, to the extent invoiced, all out-of-pocket expenses (including reasonable and documented fees, charges and disbursements of counsel for the Administrative Agent and local counsel for the Lenders) required to be reimbursed or paid by any Credit Party under the Loan Documents. (g) The Administrative Agent shall have received (i) the Accession Agreement dated as of September 24, 2004 among the Borrower, the Collateral and Intercreditor Agent, the Grantor Subsidiaries party to the Original Loan Agreement, and the Administrative Agent, as supplemented by the Accession Agreement dated as of February 24, 2005, substantially in the form attached as Exhibit D hereto, duly completed with respect to the Obligations under this Agreement and the Notes and duly Amendment executed by the Borrower, Borrowers and Lenders constituting the Collateral and Intercreditor Agent, and the Administrative Agent, on behalf of itself and the Requisite Lenders, pursuant to this Agreement (together, the “Secured Party Accession Agreement”) and ; (ii) evidence reasonably satisfactory to it of the satisfaction of the conditions set forth in Section 7.1 the Master Collateral and Intercreditor Agreement with respect to such Obligations being treated as “Secured Obligations” thereunder. (h) The Administrative Agent shall have received certificationan Acknowledgment, substantially in the form of Exhibit F hereto, A attached hereto and executed by each Subsidiary Guarantor; (iii) such additional documentation as to the financial condition and solvency of Agents or the Borrower and its Subsidiaries from the Chief Financial Officer of the BorrowerRequisite Lenders may reasonably require. (i2) No changes or developments shall have occurred, and no new or additional information, shall have been received or discovered by the Administrative Agent or the Lenders regarding the Borrower and its Subsidiaries after January 31, 2005 as a result of their continuing investigation or otherwise that either individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect. (j) There shall not have occurred a material adverse change in the business, assets, properties, liabilities (actual and contingent), operations, condition (financial or otherwise) or prospects Each of the Borrower and its Subsidiaries, taken as a whole, since December 31, 2003. (k) CT Corporation System shall have been appointed as Process Agent for the period through the Maturity Date in accordance with Section 9.09(d). (l) The representations and warranties of each made by the Borrowers or the Subsidiary Guarantors in or pursuant to the Credit Party set forth in Agreement, as amended by this Amendment, and the other Loan Documents to which the Borrowers or any of the Guarantors is a party or by which the Borrowers or any of the Subsidiary Guarantors is bound, shall be true and correct in all material respects on and as of the Amendment Effective DateDate (other than representations and warranties in any such Loan Document which expressly speak as of a different date). (m3) After giving effect All corporate and other proceedings, and all documents, instruments and other legal matters in connection with the transactions contemplated by this Amendment shall be satisfactory in all respects in form and substance to the Amendment and Restatement, no Administrative Agent. (4) No Event of Default or Default shall have occurred and be continuingcontinuing on the Amendment Effective Date. (n5) The Administrative Agent Borrowers shall have received the paid (1) to each Lender that has executed this Amendment an amendment fee referred equal to in Section 2.07(c) for the accounts 0.3750% of the Existing Lenders. Promptly after the Amendment Effective Date occurs, the Administrative Agent shall notify the Borrower such Lender's outstanding Term Loans and the Lenders thereofRevolving Credit Commitments, and such notice shall be conclusive and binding. Notwithstanding (2) the foregoingfees set forth in that certain fee letter dated November 6, 2000 from Xxxxxxx Xxxxx Xxxxxx Inc. to the Amendment and Restatement shall not become effective unless each of the foregoing conditions is satisfied (or waived pursuant to Section 9.02) before 5:00 p.m., New York City time, on March 1, 2005Company.

Amendment Effective Date. The This Amendment shall become effective as of the first date (the “Amendment Effective Date and the Amendment and Restatement effected pursuant to this Agreement shall not become effective until the date Date”) on which each of the following conditions is shall have been satisfied (or waived in accordance with Section 9.02by the Second Amendment Term B Lenders and the Revolving Lenders): (a) The the Administrative Agent (or its counsel) shall have received from (i)(x) a counterpart signature page of this Amendment duly executed by the Parent Borrower, the Administrative Agent and each party Second Amendment Incremental Term B Lender, (y) each applicable Lender Addendum, executed and delivered by each Second Amendment Replacement Term Lender and (z) a counterpart signature page of this Amendment duly executed by each Revolving Lender under the Existing Credit Agreement immediately prior to this the Amendment Effective Date and (ii) a borrowing notice in accordance with Section 2.2 of the Amended Credit Agreement either duly executed by the Parent Borrower with respect to (x) the Second Amendment Incremental Term Loans and (y) the Second Amendment Replacement Term Loans (in each case of clauses (i) a counterpart hereof signed on behalf of such party or and (ii), including by way of Electronic Signatures (as defined below)); (b) written evidence satisfactory to the Administrative Agent (which may include telecopy transmission of a signed signature pageor its counsel) that such party has signed a counterpart of this Agreement. (b) The Administrative Agent shall have received a favorable written customary opinion from (i) Xxxxx Xxxx & Xxxxxxxx LLP, in its capacity as special New York counsel to the Loan Parties and (ii) Morris, Nichols, Arsht & Xxxxxxx LLP, in its capacity as special Delaware counsel to the Loan Parties, in each case, dated as of the Amendment Effective Date and addressed to the Administrative Agent and the Lenders Second Amendment Term B Lenders; (c) the Administrative Agent shall have received (in each case, in English) (i)(x) the audited consolidated financial statements of Ham-Let and its subsidiaries as of December 31, 2019 and December 31, 2018, and the related audited consolidated statements of profit or loss, comprehensive income, changes in equity and cash flows for the fiscal years then-ended and (y) an audited consolidated and consolidating balance sheet of the Parent Borrower and its consolidated subsidiaries as of December 31, 2019 and December 31, 2018 and the related audited consolidated and consolidating statements of income and cash flows for the fiscal years then-ended; provided that (x) in the case of clause (i)(x), the filing of the foregoing financial statements with the Tel Aviv Stock Exchange Ltd. or the Israeli Securities Authority by Ham-Let will satisfy the foregoing requirements and (y) in the case of clause (i)(y), the filing of the foregoing required financial statements on form 10-K or form 10-Q, as applicable, with the SEC by the Parent Borrower will satisfy the foregoing requirements, and (ii) a pro forma consolidated balance sheet and related pro forma consolidated statement of income of the Parent Borrower and its subsidiaries as of and for the twelve-month period ending September 30, 2020, prepared after giving effect to the Transactions as if the Transactions had occurred as of such date (in the case of such balance sheet) or at the beginning of such period (in the case of such statement of income); (d) the Administrative Agent (or its counsel) shall have received (i) a certificate of each Loan Party, dated the Amendment Effective Date) of each of (i) Cravath, Swaine & Xxxxx LLP, special New York counsel to the Borrower and the Guarantors, (ii) Lic. Xxxxxxxxx Xxxxxx, General Counsel to the Borrower and the Guarantors, and (iii) Xxxx Xxxxx, Xxxxxxx Xxxxxx, Xxxxxxxx y Xxxxx, S.C., special Mexican counsel to the Borrower and the Guarantors, substantially in the form of Exhibits X-0Exhibit C to the Existing Credit Agreement, X-0 with appropriate insertions and B-3attachments, respectively. The Borrower requests including without limitation (x) the certificate of incorporation (or equivalent) of each Loan Party certified by the relevant authority of the jurisdiction of organization of such Loan Party and (y) a true and complete copy of its by-laws or operating, management, partnership or similar agreement (or a certification that true and complete copies of such documents or agreements have been previously attached to a certificate delivered to the Administrative Agent under the Existing Credit Agreement and that such documents or agreements have not been amended except as otherwise attached to such certificate delivered to the Administrative Agent on the Amendment Effective Date and certified therein as being the only amendments thereto as of such date), and (ii) a good standing certificate as of a recent date for each Loan Party from its relevant authority of its jurisdiction of organization; (e) (i) with respect to the Second Amendment Incremental Term Loans only, (x) each of the Specified Ham-Let Merger Agreement Representations shall be true and correct in all material respects (or in all respects, if qualified by materiality) as of the Amendment Effective Date, except to the extent expressly made as of an earlier date, in which case such Specified Ham-Let Merger Agreement Representations shall have been true and correct in all material respects (or in all respects, if qualified by materiality) as of such earlier date and (y) each of the Specified Representations shall be true and correct in all material respects (or in all respects, if qualified by materiality) as of the Amendment Effective Date, except to the extent expressly made as of an earlier date, in which case such Specified Representations shall have been true and correct in all material respects (or in all respects, if qualified by materiality) as of such earlier date; provided that to the extent any of the Specified Representations are qualified or subject to “material adverse effect,” the definition thereof shall be “Company Material Adverse Effect” as defined in the Ham-Let Merger Agreement for the purposes of any representations and warranties made, or to be made, on or as of the Amendment Effective Date and (ii) with respect to the Second Amendment Replacement Term Loans only, each of the representations and warranties made by any Loan Party in or pursuant to the Loan Documents shall be true and correct in all material respects (or in all respects if qualified by materiality) on and as of the Amendment Effective Date as if made on and as of such date, except to the extent expressly made as of an earlier date, in which case such representations and warranties shall have been so true and correct as of such earlier date; (f) with respect to the Second Amendment Incremental Term Loans only, there shall not have occurred, following the date of the Ham-Let Merger Agreement, any event, change, effect or development that, individually or in the aggregate, has had or would reasonably be expected to have a “Company Material Adverse Effect” (as defined in the Ham-Let Merger Agreement); (g) all actions necessary to establish that the Administrative Agent will have a perfected first priority security interest (free and clear of all Liens other than Permitted Liens) in the Collateral under the Loan Documents shall have been taken (or shall be taken contemporaneously with funding) (it being understood that, the terms of the Existing Credit Agreement, including Section 6.10 thereof, shall govern the provision of any lien search or Collateral (including the creation or perfection of any security interest) with respect to Ham-Let or any of its Subsidiaries and in no event shall any such lien search or Collateral (including the creation or perfection of any security interest) constitute a condition precedent to the availability or funding of Second Amendment Term B Loans on the Amendment Effective Date); (i) all costs, fees and expenses (including, without limitation, reasonable and documented legal fees and expenses of counsel to deliver the Administrative Agent) and other compensation required to be paid by the Parent Borrower in connection with this Amendment to the Administrative Agent, the Second Amendment Lead Arranger and the Second Amendment Incremental Term B Lenders, including without limitation pursuant to the Commitment Letter and the Arranger Fee Letter, in each case dated as of December 16, 2020 and entered into between the Second Amendment Lead Arranger and the Parent Borrower with respect to the Second Amendment Incremental Term Loans, shall have been paid or shall have been authorized to be deducted from the proceeds of the funding under the Second Amendment Term B Loans to the extent due and invoiced to the Parent Borrower (in the case of any such opinions.expenses, at least three Business Days prior to the Amendment Effective Date) and (ii) the Administrative Agent shall have received, for the account of each Existing Term Lender, all accrued and unpaid interest in respect of the Existing Term Loans of such Existing Term Lender to, but not including, the Second Amendment Effective Date; (i) prior to or substantially concurrently with the funding of the Second Amendment Term B Loans, including by use of proceeds thereof, the principal, accrued and unpaid interest, fees, premiums, if any, and other amounts under certain existing indebtedness for borrowed money of Ham-Let will be repaid in full, and all commitments to extend credit thereunder will be terminated and any security interests and guarantees (if any) in connection therewith shall be terminated and/or released (or arrangements for such repayment, termination and release reasonably acceptable to the Second Amendment Lead Arranger shall have been made) (the “Ham-Let Refinancing”); (j) the Administrative Agent (or its counsel) shall have received a Solvency Certificate (as defined in the Existing Credit Agreement) dated as of the Amendment Effective Date from the chief financial officer (or other officer with reasonably equivalent responsibilities) of the Parent Borrower certifying as to the matters set forth therein; (k) the Ham-Let Acquisition shall be consummated pursuant to the Ham-Let Merger Agreement, substantially concurrently with the funding of the Second Amendment Incremental Term Loans, and no provision of the Ham-Let Merger Agreement shall have been amended or waived, and no consent or direction shall have been given thereunder, in any manner materially adverse to the interests of the Second Amendment Incremental Term B Lenders (in their capacity as such) without the prior written consent of such Second Amendment Incremental Term B Lenders (such consent not to be unreasonably withheld, delayed or conditioned) (it being understood that (a) any amendment to the definition of “Company Material Adverse Effect” in the Ham-Let Merger Agreement shall be deemed to be materially adverse to the interests of such Second Amendment Incremental Term B Lenders (in their capacity as such); provided that in each case such Second Amendment Incremental Term B Lenders shall be deemed to have consented to such amendment, waiver or consent unless it shall object thereto within 3 Business Days of receipt of written notice or draft of such amendment, waiver or consent, (b) any of the following decreases in the Exchange Fund or the Merger Consideration (each as defined in the Ham-Let Merger Agreement as in effect on December 16, 2020) shall be deemed not to be materially adverse to the interests of such Second Amendment Term B Lenders (in their capacity as such): (i) decreases pursuant to any purchase price or similar adjustment provisions set forth in the Ham-Let Merger Agreement as of December 16, 2020; and (ii) decreases of less than 15.0% in the aggregate; provided that, with respect to this clause (ii) the aggregate amount of the Second Amendment Term B Loans shall be reduced on a dollar-for-dollar basis by the amount of such decrease and (c) The any increase in the consideration for the Ham-Let Acquisition shall be deemed not to be materially adverse to the interests of such Second Amendment Incremental Term B Lenders (in their capacity as such) so long as funded with common equity proceeds or proceeds of preferred equity that does not constitute Disqualified Capital Stock; (l) the Second Amendment Lead Arranger shall have received, at least three Business Days prior to the Amendment Effective Date, all documentation and other information about the Parent Borrower and the Guarantors that shall have been reasonably requested by the Second Amendment Lead Arranger or any Second Amendment Term B Lender in writing at least 10 Business Days prior to the Amendment Effective Date and that the Second Amendment Lead Arranger or such Second Amendment Term B Lender reasonably determines is required by United States bank regulatory authorities under applicable “know-your-customer” and anti-money laundering rules and regulations, including the PATRIOT Act and the CDD Rule and (ii) to the extent the Parent Borrower qualifies as a “legal entity customer” under 31 C.F.R. § 1010.230 (the “Beneficial Ownership Regulation”), at least five days prior to the Amendment Effective Date, any Second Amendment Term B Lender that has requested, in a written notice to the Parent Borrower at least 10 days prior to the Amendment Effective Date, a certification regarding beneficial ownership as required by the Beneficial Ownership Regulation (a “Beneficial Ownership Certification”) in relation to the Parent Borrower shall have received such Beneficial Ownership Certification; (m) (i) with respect to the Second Amendment Incremental Term Loans only, subject to Section 1.3 of the Existing Credit Agreement, no Event of Default under clauses (a) or (f) of Section 8.1 of the Existing Credit Agreement shall have occurred and be continuing immediately prior to (other than with respect to the Specified Events of Default) and immediately after giving effect to the incurrence of the Second Amendment Incremental Term Loans (it being understood that, for purposes of this clause (m)(i), the Parent Borrower hereby elects to exercise the LCT Election with respect to the Transactions) and (ii) with respect to the Second Amendment Replacement Term Loans only, no Default or Event of Default shall have occurred and be continuing on the Second Amendment Effective Date (other than with respect to the Specified Events of Default immediately prior to the Second Amendment Effective Date) or after giving effect to the extensions of credit requested to be made on such date; and (n) the Administrative Agent shall have received a favorable written opinion (addressed to the Administrative Agent and the Lenders and dated the Amendment Effective Date) certificate of each of (i) Xxxxx Xxxx & Xxxxxxxx, special New York counsel to the Administrative Agent and (ii) Xxxxxx & Xxxxx, S.C. special Mexican counsel to the Administrative Agent, substantially in the form of Exhibits C-1 and C-2, respectively, in each case covering such matters relating to the Loan Documents as the Required Lenders may reasonably request. The Borrower requests such counsel to deliver such opinions. (d) The Administrative Agent shall have received such documents and certificates as the Administrative Agent or its counsel may reasonably request relating to (i) the organization, existence and good standing of each Credit Party, (ii) the authorization of the Borrowing hereunder (including the execution and delivery of, and performance by such Credit Party of its obligations under, each Loan Document to which it is a party) and any other transactions contemplated hereby and (iii) any other legal matters relating to the Credit Parties, the Loan Documents or such other transactions, all in form and substance satisfactory to the Administrative Agent and its counsel. (e) The Administrative Agent shall have received a certificate, dated the Amendment Effective Date and signed by the President, a Vice President or an Responsible Officer of the Borrower, confirming compliance with Parent Borrower certifying as to the conditions set forth matters referred to in clauses (le), (f), (i), (k) and (m) of this Section. (f) The Credit Parties shall Section 5. For purposes of determining whether the conditions specified in this Section 5 have paid all fees and other amounts due and payable to been satisfied on the Lender Parties on or before date hereof, by the funding of the Second Amendment Effective DateTerm B Loans, including, to the extent invoiced, all out-of-pocket expenses (including reasonable and documented fees, charges and disbursements of counsel for the Administrative Agent and local counsel for the Lenders) required Second Amendment Term B Lenders shall be deemed to have consented to, approved or accepted, or to be reimbursed satisfied with, each document or paid other matter required hereunder to be consented to or approved by any Credit Party under the Loan Documents. (g) The Administrative Agent shall have received (i) the Accession Agreement dated as of September 24, 2004 among the Borrower, the Collateral and Intercreditor Agent, the Grantor Subsidiaries party to the Original Loan Agreement, and the Administrative Agent, as supplemented by the Accession Agreement dated as of February 24, 2005, substantially in the form attached as Exhibit D hereto, duly completed with respect to the Obligations under this Agreement and the Notes and duly executed by the Borrower, the Collateral and Intercreditor Agent, and the Administrative Agent, on behalf of itself and the Lenders, pursuant to this Agreement (together, the “Secured Party Accession Agreement”) and (ii) evidence reasonably or acceptable or satisfactory to it of the satisfaction of the conditions set forth in Section 7.1 the Master Collateral and Intercreditor Agreement with respect to such Obligations being treated as “Secured Obligations” thereunder. (h) The Administrative Agent shall have received certification, substantially in the form of Exhibit F hereto, as to the financial condition and solvency of the Borrower and its Subsidiaries from the Chief Financial Officer of the Borrower. (i) No changes or developments shall have occurred, and no new or additional information, shall have been received or discovered by the Administrative Agent or the Lenders regarding Second Amendment Term B Lenders, as the Borrower and its Subsidiaries after January 31case may be. Notwithstanding any other provisions of this Amendment to the contrary, 2005 the Administrative Agent may appoint a fronting lender (the “Fronting Lender”) to act as a result the sole Additional Replacement Term Lender and/or the sole Second Amendment Incremental Term B Lender for purposes of their continuing investigation or otherwise that either individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect. (j) There shall not have occurred a material adverse change in the business, assets, properties, liabilities (actual and contingent), operations, condition (financial or otherwise) or prospects of the Borrower and its Subsidiaries, taken as a whole, since December 31, 2003. (k) CT Corporation System shall have been appointed as Process Agent for the period through the Maturity Date in accordance with Section 9.09(d). (l) The representations and warranties of each Credit Party set forth in the Loan Documents shall be true in all material respects facilitating funding on and as of the Amendment Effective Date. Accordingly, any Lender Addendum (Additional Replacement Term Lender) submitted by or on behalf of an Additional Replacement Term Lender and/or any counterpart signature page to this Amendment submitted by or on behalf of a Second Amendment Incremental Term B Lender, in each case other than the Fronting Lender, will be deemed ineffective unless accepted by the Second Amendment Lead Arranger in its sole discretion. (m) After giving effect to the Amendment and Restatement, no Default shall have occurred and be continuing. (n) The Administrative Agent shall have received the fee referred to in Section 2.07(c) for the accounts of the Existing Lenders. Promptly after the Amendment Effective Date occurs, the Administrative Agent shall notify the Borrower and the Lenders thereof, and such notice shall be conclusive and binding. Notwithstanding the foregoing, the Amendment and Restatement shall not become effective unless each of the foregoing conditions is satisfied (or waived pursuant to Section 9.02) before 5:00 p.m., New York City time, on March 1, 2005.

Amendment Effective Date. The This Amendment and the Amended Credit Agreement shall become effective as of the first date (the “Amendment Effective Date and the Amendment and Restatement effected pursuant to this Agreement shall not become effective until the date Date”) on which each of the following conditions is shall have been satisfied (or waived in accordance with Section 9.02by the Seventh Amendment Replacement Term Lenders): (a) The the Administrative Agent (or its counsel) shall have received from each party to this Agreement either (ii)(x) a counterpart hereof signed on behalf signature page of such this Amendment duly executed by the Parent Borrower, each other Loan Party party or hereto, the Additional Replacement Term Lender and the Administrative Agent and (y) each applicable Lender Addendum, executed and delivered by each Consenting Term Lender and (ii) written evidence satisfactory a borrowing notice duly executed by a Responsible Officer of the Parent Borrower with respect to the Seventh Amendment Replacement Term Loans setting forth the Parent Borrower’s request to have the Seventh Amendment Replacement Term Loans be subject to the same Interest Periods and the same Term SOFR Reference Rate applicable to the Term SOFR Loan Existing Term Loans; (b) the Administrative Agent (which may include telecopy transmission of a signed signature pageor its counsel) that such party has signed a counterpart of this Agreement. (b) The Administrative Agent shall have received a favorable written customary opinion from (i) Xxxxx Xxxx & Xxxxxxxx LLP, in its capacity as special New York counsel to the Loan Parties and (ii) Xxxxxx, Xxxxxxx, Arsht & Xxxxxxx LLP, in its capacity as special Delaware counsel to the Loan Parties, in each case, dated as of the Amendment Effective Date and addressed to the Administrative Agent and the Lenders and dated the each Seventh Amendment Effective Date) of each of (i) Cravath, Swaine & Xxxxx LLP, special New York counsel to the Borrower and the Guarantors, (ii) Lic. Xxxxxxxxx Xxxxxx, General Counsel to the Borrower and the Guarantors, and (iii) Xxxx Xxxxx, Xxxxxxx Xxxxxx, Xxxxxxxx y Xxxxx, S.C., special Mexican counsel to the Borrower and the Guarantors, substantially in the form of Exhibits X-0, X-0 and B-3, respectively. The Borrower requests such counsel to deliver such opinions. (c) The Administrative Agent shall have received a favorable written opinion (addressed to the Administrative Agent and the Lenders and dated the Amendment Effective Date) of each of (i) Xxxxx Xxxx & Xxxxxxxx, special New York counsel to the Administrative Agent and (ii) Xxxxxx & Xxxxx, S.C. special Mexican counsel to the Administrative Agent, substantially in the form of Exhibits C-1 and C-2, respectively, in each case covering such matters relating to the Loan Documents as the Required Lenders may reasonably request. The Borrower requests such counsel to deliver such opinions. (d) The Administrative Agent shall have received such documents and certificates as the Administrative Agent or its counsel may reasonably request relating to (i) the organization, existence and good standing of each Credit Party, (ii) the authorization of the Borrowing hereunder (including the execution and delivery of, and performance by such Credit Party of its obligations under, each Loan Document to which it is a party) and any other transactions contemplated hereby and (iii) any other legal matters relating to the Credit Parties, the Loan Documents or such other transactions, all in form and substance satisfactory to the Administrative Agent and its counsel. (e) The Administrative Agent shall have received a certificate, dated the Amendment Effective Date and signed by the President, a Vice President or an Officer of the Borrower, confirming compliance with the conditions set forth in clauses (l) and (m) of this Section. (f) The Credit Parties shall have paid all fees and other amounts due and payable to the Lender Parties on or before the Amendment Effective Date, including, to the extent invoiced, all out-of-pocket expenses (including reasonable and documented fees, charges and disbursements of counsel for the Administrative Agent and local counsel for the Lenders) required to be reimbursed or paid by any Credit Party under the Loan Documents. (g) The Administrative Agent shall have received (i) the Accession Agreement dated as of September 24, 2004 among the Borrower, the Collateral and Intercreditor Agent, the Grantor Subsidiaries party to the Original Loan Agreement, and the Administrative Agent, as supplemented by the Accession Agreement dated as of February 24, 2005, substantially in the form attached as Exhibit D hereto, duly completed with respect to the Obligations under this Agreement and the Notes and duly executed by the Borrower, the Collateral and Intercreditor Agent, and the Administrative Agent, on behalf of itself and the Lenders, pursuant to this Agreement (together, the “Secured Party Accession Agreement”) and (ii) evidence reasonably satisfactory to it of the satisfaction of the conditions set forth in Section 7.1 the Master Collateral and Intercreditor Agreement with respect to such Obligations being treated as “Secured Obligations” thereunder. (h) The Administrative Agent shall have received certification, substantially in the form of Exhibit F hereto, as to the financial condition and solvency of the Borrower and its Subsidiaries from the Chief Financial Officer of the Borrower. (i) No changes or developments shall have occurred, and no new or additional information, shall have been received or discovered by the Administrative Agent or the Lenders regarding the Borrower and its Subsidiaries after January 31, 2005 as a result of their continuing investigation or otherwise that either individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect. (j) There shall not have occurred a material adverse change in the business, assets, properties, liabilities (actual and contingent), operations, condition (financial or otherwise) or prospects of the Borrower and its Subsidiaries, taken as a whole, since December 31, 2003. (k) CT Corporation System shall have been appointed as Process Agent for the period through the Maturity Date in accordance with Section 9.09(d). (l) The representations and warranties of each Credit Party set forth in the Loan Documents shall be true in all material respects on and as of the Amendment Effective Date. (m) After giving effect to the Amendment and Restatement, no Default shall have occurred and be continuing. (n) The Administrative Agent shall have received the fee referred to in Section 2.07(c) for the accounts of the Existing Lenders. Promptly after the Amendment Effective Date occurs, the Administrative Agent shall notify the Borrower and the Lenders thereof, and such notice shall be conclusive and binding. Notwithstanding the foregoing, the Amendment and Restatement shall not become effective unless each of the foregoing conditions is satisfied (or waived pursuant to Section 9.02) before 5:00 p.m., New York City time, on March 1, 2005.Replacement Term Lender;

Amendment Effective Date. The This Amendment Effective Date and the Amendment and Restatement effected pursuant to this Agreement shall not become effective until on the date (the "AMENDMENT EFFECTIVE DATE") on which each of the following conditions is satisfied (or waived in accordance with Section 9.02):are satisfied: (a) The Administrative Agent (or its counsel) shall have received from each party to this Agreement either (i) a counterpart hereof signed on behalf of such party or (ii) written evidence satisfactory to the Administrative Agent (which may include telecopy transmission of a signed signature page) that such party has signed a counterpart of this Agreement. (b) The Administrative Agent shall have received a favorable written opinion (addressed to the Administrative Agent and the Lenders and dated the Amendment Effective Date) of each of (i) Cravath, Swaine & Xxxxx LLP, special New York counsel to the Borrower and the Guarantors, (ii) Lic. Xxxxxxxxx Xxxxxx, General Counsel to the Borrower and the Guarantors, and (iii) Xxxx Xxxxx, Xxxxxxx Xxxxxx, Xxxxxxxx y Xxxxx, S.C., special Mexican counsel to the Borrower and the Guarantors, substantially in the form of Exhibits X-0, X-0 and B-3, respectively. The Borrower requests such counsel to deliver such opinions. (c) The Administrative Agent shall have received a favorable written opinion (addressed to the Administrative Agent and the Lenders and dated the Amendment Effective Date) of each of (i) Xxxxx Xxxx & Xxxxxxxx, special New York counsel to the Administrative Agent and (ii) Xxxxxx & Xxxxx, S.C. special Mexican counsel to the Administrative Agent, substantially in the form of Exhibits C-1 and C-2, respectively, in each case covering such matters relating to the Loan Documents as the Required Lenders may reasonably request. The Borrower requests such counsel to deliver such opinions. (d) The Administrative Agent shall have received such documents and certificates as the Administrative Agent or its counsel may reasonably request relating to (i) the organization, existence and good standing of each Credit Party, (ii) the authorization of the Borrowing hereunder (including the execution and delivery of, and performance by such Credit Party of its obligations under, each Loan Document to which it is a party) and any other transactions contemplated hereby and (iii) any other legal matters relating to the Credit Parties, the Loan Documents or such other transactions, all in form and substance satisfactory to the Administrative Agent and its counsel. (e) The Administrative Agent shall have received a certificate, dated the Amendment Effective Date and signed by the President, a Vice President or an Officer of the Borrower, confirming compliance with the conditions set forth in clauses (l) and (m) of this Section. (f) The Credit Parties shall have paid all fees and other amounts due and payable to the Lender Parties on or before the Amendment Effective Date, including, to the extent invoiced, all out-of-pocket expenses (including reasonable and documented fees, charges and disbursements of counsel for the Administrative Agent and local counsel for the Lenders) required to be reimbursed or paid by any Credit Party under the Loan Documents. (g) The Administrative Agent shall have received (i) the Accession Agreement dated as of September 24this Amendment, 2004 among the Borrower, the Collateral executed and Intercreditor Agent, the Grantor Subsidiaries party to the Original Loan Agreement, and delivered by the Administrative Agent, as supplemented the Borrower and the Required ESD Banks (it being understood that any amendment contained herein which requires consent of each Existing Bank shall be enforceable against such Existing Bank upon delivery of this Amendment by the Accession Agreement dated as of February 24Administrative Agent, 2005the Borrower and the Existing Bank), substantially (ii) the L/C Agreement, executed and delivered by the Administrative Agent, the Borrower and the banks parties thereto, (iii) the Guarantee and Collateral Agreement, executed and delivered by the Borrower and each Subsidiary Guarantor, (iv) an Acknowledgement and Consent in the form attached as Exhibit D hereto, duly completed with respect to the Obligations under this Agreement Guarantee and Collateral Agreement, executed and delivered by each Issuer (as defined therein), if any, that is not a Credit Party and (v) the Collateral Sharing Agreement, executed and delivered by the Collateral Agent and the Notes and duly executed by the Borrower, the Collateral and Intercreditor Agent, and the Administrative Agent, on behalf of itself and the Lenders, pursuant to this Agreement (together, the “Secured Party Accession Agreement”) and . (ii) evidence reasonably satisfactory to it of All governmental and third party approvals necessary in connection with the satisfaction of the conditions set forth Transactions shall have been obtained and be in Section 7.1 the Master Collateral full force and Intercreditor Agreement with respect to such Obligations being treated as “Secured Obligations” thereundereffect. (hiii) The Banks and the Administrative Agent shall have received certificationall fees required to be paid, and all expenses for which invoices have been presented (including the reasonable fees and expenses of legal counsel), on or before the Amendment Effective Date. (iv) Administrative Agent shall have received a certificate of each Credit Party, dated the Amendment Effective Date, substantially in the form of Exhibit F heretoD, as to the financial condition with appropriate insertions and solvency of the Borrower and its Subsidiaries from the Chief Financial Officer of the Borrowerattachments. (i) No changes or developments shall have occurred, and no new or additional information, shall have been received or discovered by the Administrative Agent or the Lenders regarding the Borrower and its Subsidiaries after January 31, 2005 as a result of their continuing investigation or otherwise that either individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect. (j) There shall not have occurred a material adverse change in the business, assets, properties, liabilities (actual and contingent), operations, condition (financial or otherwise) or prospects of the Borrower and its Subsidiaries, taken as a whole, since December 31, 2003. (k) CT Corporation System shall have been appointed as Process Agent for the period through the Maturity Date in accordance with Section 9.09(d). (l) The representations and warranties of each Credit Party set forth in the Loan Documents shall be true in all material respects on and as of the Amendment Effective Date. (m) After giving effect to the Amendment and Restatement, no Default shall have occurred and be continuing. (nv) The Administrative Agent shall have received the fee referred following executed legal opinions: i. the legal opinion of Sidley Austin LLP, counsel to the Borrower, substantially in Section 2.07(cthe form of Exhibit E-1; and ii. the legal opinion of in-house counsel to the Borrower, substantially in the form of Exhibit E-2. Each such legal opinion shall cover such other matters incident to the Transactions as the Administrative Agent may reasonably require. (vi) To the extent not already held by the Collateral Agent, the Collateral Agent shall have received, to the extent required by the Guarantee and Collateral Agreement, the certificates representing the shares of Capital Stock pledged pursuant to the Guarantee and Collateral Agreement, together with an undated stock power for the accounts each such certificate executed in blank by a duly authorized officer of the Existing Lenders. Promptly after pledgor thereof; PROVIDED, that no such certificates shall be required to be delivered on the Amendment Effective Date occursDate. If the closing of the Alcatel Merger shall not occur by or before March 31, 2007, then the Borrower shall be required to satisfy the requirements of this clause (vi) by or before April 30, 2007. (vii) Each document (including any Uniform Commercial Code financing statement) required by the Guarantee and Collateral Agreement or under law or reasonably requested by the Administrative Agent to be filed, registered or recorded in order to create in favor of the Collateral Agent, for the benefit of the Secured Parties, a perfected Lien on the Collateral described therein, prior and superior in right to any other Person (other than with respect to Liens expressly permitted by Section 6.02 of the External Sharing Debt Agreement), shall notify be in proper form for filing, registration or recordation; PROVIDED, that any additional filing with the U.S. Patent Office shall not be required to filed, registered or recorded on the Amendment Effective Date. If the closing of the Alcatel Merger shall not occur by or before March 31, 2007, then the Borrower and the Lenders thereof, and such notice shall be conclusive and binding. Notwithstanding required to satisfy the foregoingrequirements of this clause (vii) with respect to any additional filing with the U.S. Patent Office by or before April 30, 2007. (viii) The Collateral Agent shall have received insurance certificates satisfying the Amendment and Restatement shall not become effective unless each requirements of Section 5.2 of the foregoing conditions is satisfied (or waived pursuant to Section 9.02) before 5:00 p.m., New York City time, on March 1, 2005Guarantee and Collateral Agreement.

Amendment Effective Date. The This Amendment shall become effective as of the first date (the “Amendment Effective Date and the Amendment and Restatement effected pursuant to this Agreement shall not become effective until the date Date”) on which each of the following conditions is shall have been satisfied (or waived in accordance with Section 9.0210.01 of the Credit Agreement): (a) The Administrative Agent (or its counsel) shall have received from each party to this Agreement either (i) a counterpart hereof signed on behalf of such party or (ii) written evidence satisfactory to the Administrative Agent (which may include telecopy transmission of a signed signature page) that such party has signed a counterpart of this Agreement. (b) The Administrative Agent shall have received a favorable written opinion (addressed to the Administrative Agent and the Lenders and dated the Amendment Effective Date) of each of (i) Cravath, Swaine & Xxxxx LLP, special New York counsel to the Borrower and the Guarantors, (ii) Lic. Xxxxxxxxx Xxxxxx, General Counsel to the Borrower and the Guarantors, and (iii) Xxxx Xxxxx, Xxxxxxx Xxxxxx, Xxxxxxxx y Xxxxx, S.C., special Mexican counsel to the Borrower and the Guarantors, substantially in the form of Exhibits X-0, X-0 and B-3, respectively. The Borrower requests such counsel to deliver such opinions. (c) The Administrative Agent shall have received a favorable written opinion (addressed to the Administrative Agent and the Lenders and dated the Amendment Effective Date) of each of (i) Xxxxx Xxxx & Xxxxxxxx, special New York counsel to the Administrative Agent and (ii) Xxxxxx & Xxxxx, S.C. special Mexican counsel to the Administrative Agent, substantially in the form of Exhibits C-1 and C-2, respectively, in each case covering such matters relating to the Loan Documents as the Required Lenders may reasonably request. The Borrower requests such counsel to deliver such opinions. (d) The Administrative Agent shall have received such documents and certificates as the Administrative Agent or its counsel may reasonably request relating to (i) the organization, existence and good standing of each Credit Party, (ii) the authorization of the Borrowing hereunder (including the execution and delivery of, and performance by such Credit Party of its obligations under, each Loan Document to which it is a party) and any other transactions contemplated hereby and (iii) any other legal matters relating to the Credit Parties, the Loan Documents or such other transactions, all in form and substance satisfactory to the Administrative Agent and its counsel. (e) The Administrative Agent shall have received a certificate, dated the Amendment Effective Date and signed by the President, a Vice President or an Officer of the Borrower, confirming compliance with the conditions set forth in clauses (l) and (m) of this Section. (f) The Credit Parties shall have paid all fees and other amounts due and payable to the Lender Parties on or before the Amendment Effective Date, including, to the extent invoiced, all out-of-pocket expenses (including reasonable and documented fees, charges and disbursements of counsel for the Administrative Agent and local counsel for the Lenders) required to be reimbursed or paid by any Credit Party under the Loan Documents. (g) The Administrative Agent shall have received (i) a counterpart signature page of this Amendment duly executed by the Accession Agreement dated as of September 24Company, 2004 among the Borrower, the Collateral and Intercreditor Agent, the Grantor Subsidiaries party to the Original Loan Agreement, and the Administrative Agent, as supplemented by the Accession Agreement dated as of February 24each Incremental Lender and, 2005, substantially in the form attached as Exhibit D hereto, duly completed solely with respect to the Obligations under this Agreement and the Notes and duly executed by the BorrowerXXXXX Replacement, the Collateral and Intercreditor Agent, and the Administrative Agent, on behalf of itself and the Lenders, pursuant to this Agreement (together, the “Secured Party Accession Agreement”) each Consenting Lender and (ii) evidence reasonably satisfactory to it a Note executed by the Company in favor of each Incremental Lender requesting a Note at least three Business Days in advance of the satisfaction of the conditions set forth in Section 7.1 the Master Collateral and Intercreditor Agreement with respect to such Obligations being treated as “Secured Obligations” thereunder.Amendment Effective Date; (hb) The the Administrative Agent shall have received certificationa certificate signed by a Responsible Officer of the Company certifying (i) that the articles of formation or other comparable organizational documents of the Company, substantially certified by the relevant authority of the jurisdiction of organization the Company and a true and complete copy of the bylaws, operating agreement or comparable governing document of the Company either (A) has not been amended since the Closing Date or (B) is attached as an exhibit to such certificate and that such documents or agreements have not been amended (except as otherwise attached to such certificate and certified therein as being the only amendments thereto as of such date), (ii) that attached thereto are the written consents of the Company’s governing body authorizing the execution, delivery, performance of, this Amendment and such written consents have not been modified, rescinded or amended and are in full force and effect on the form of Exhibit F heretoAmendment Effective Date without amendment, modification or rescission, and (iii) as to the financial condition incumbency and solvency genuineness of the Borrower and signature of the officers or other authorized signatories of the Company executing this Amendment; (c) the Administrative Agent shall have received a certificate as of a recent date of the good standing of the Company under the laws of its Subsidiaries jurisdiction of organization from the Chief Financial Officer relevant authority of its jurisdiction of organization (to the extent relevant and available in the jurisdiction of organization of the Borrower.Company); (d) the Administrative Agent shall have received (i) No changes or developments shall have occurred, all documentation and no new or additional information, shall have been received or discovered other information from the Company reasonably requested by the Administrative Agent or (on behalf of any Incremental Lender as of the Lenders regarding Amendment Effective Date) at least five (5) days in advance of the Borrower Amendment Effective Date, in connection with applicable “know your customer” and its Subsidiaries after January 31anti-money laundering rules and regulations, 2005 including, without limitation, the PATRIOT Act, in each case at least three (3) days prior to the Amendment Effective Date and (ii) at least three (3) days prior to the Amendment Effective Date, to the extent the Company qualifies as a result of their continuing investigation or otherwise that either individually or “legal entity customer” under the Beneficial Ownership Regulation, a Beneficial Ownership Certification in relation to the aggregate, could reasonably be expected to have a Material Adverse Effect.Company; (je) There shall not have occurred a material adverse change in the business, assets, properties, liabilities (actual and contingent), operations, condition (financial or otherwise) or prospects of the Borrower and its Subsidiaries, taken as a whole, since December 31, 2003. (k) CT Corporation System shall have been appointed as Process Agent for the period through the Maturity Date in accordance with Section 9.09(d). (l) The representations and warranties of each Credit Party set forth in the Loan Documents Section 4 of this Amendment shall be true and correct in all material respects (except that any representation and warranty that is qualified as to “materiality” or “Material Adverse Effect” shall be true and correct in all respects as so qualified) on and as of the Amendment Effective Date., except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct as of such earlier date, and (mii) After giving effect to the Amendment and Restatement, no Default shall have occurred and be continuing. (n) The Administrative Agent shall have received a certificate (in form and substance reasonably acceptable to the fee referred to in Section 2.07(c) for the accounts Administrative Agent), dated as of the Existing Lenders. Promptly after the Amendment Effective Date occursand signed by a Responsible Officer of the Company, certifying as to such representations and warranties; (f) the Administrative Agent shall notify have received a favorable legal opinion of each of Xxxxxx, Xxxx & Xxxxxxxx LLP, and Xxxx Xxxxx, Esq., external and in-house counsel, respectively, to the Borrower Company, addressed to the Administrative Agent and each Incremental Lender party hereto, as to matters concerning the Company and this Amendment (including enforceability of this Amendment under New York law); and (g) the Company shall have paid (i) to the Administrative Agent (or its applicable Affiliate) any fees due and required to be paid to the Administrative Agent (or its applicable Affiliate) on the Amendment Effective Date pursuant to that certain Letter Agreement, dated as of October 23, 2023, among the Company and the Lenders thereof, Administrative Agent (or its applicable Affiliate) and such notice shall be conclusive (ii) subject to Section 10.04(a) of the Credit Agreement and binding. Notwithstanding to the foregoingextent invoiced at least one Business Day prior to the Amendment Effective Date, the Amendment and Restatement shall not become effective unless each reasonable out-of-pocket expenses of the foregoing conditions is satisfied (or waived pursuant to Section 9.02) before 5:00 p.m.Administrative Agent in connection with this Amendment, New York City time, on March 1, 2005including the reasonable and documented out-of-pocket fees and expenses of one counsel for the Administrative Agent.

Amendment Effective Date. The Amendment Effective Date and shall be the Amendment and Restatement effected pursuant to this Agreement shall not become effective until the first date on which each of the following conditions condition set forth below is satisfied (or waived in accordance with Section 9.02):waived: (a) a. The Administrative Agent (or its counsel) shall have received duly executed counterparts of this Amendment from the Borrower and each party to this Agreement either (i) a counterpart hereof signed on behalf of such party or (ii) written evidence satisfactory to the Incremental Revolving Commitment Lender. b. The Administrative Agent (which may include telecopy transmission or its counsel) shall have received duly executed copies of a signed signature page) that such party has signed a counterpart the Affirmation of Guaranty, substantially in the form set forth in Exhibit I to this AgreementAmendment (the “Affirmation of Guaranty”), from each Guarantor. (b) c. The Administrative Agent shall have received (i) either (x) a favorable written opinion (addressed copy of the Organization Documents, including all amendments thereto, of the Borrower and each Guarantor, certified, if applicable, as of a recent date by the Secretary of State or other competent authority of the state of its organization, if applicable, or similar Governmental Authority, and a certificate as to the Administrative Agent good standing or comparable certificate under applicable law (where relevant) of the Borrower and the Lenders and dated each Guarantor as of a recent date from the Amendment Effective Date, from such Secretary of State, similar Governmental Authority or other competent authority or (y) certification that the Organization Documents of each of (i) Cravath, Swaine & Xxxxx LLP, special New York counsel to the Borrower and each Guarantor have not changed since the Guarantors, (ii) Lic. Xxxxxxxxx Xxxxxx, General Counsel to the Borrower and the Guarantors, and (iii) Xxxx Xxxxx, Xxxxxxx Xxxxxx, Xxxxxxxx y Xxxxx, S.C., special Mexican counsel to the Borrower and the Guarantors, substantially in the form of Exhibits X-0, X-0 and B-3, respectively. The Borrower requests such counsel to deliver such opinions. (c) The Administrative Agent shall have received a favorable written opinion (addressed to the Administrative Agent and the Lenders and dated the Amendment Effective Date) of each of (i) Xxxxx Xxxx & Xxxxxxxx, special New York counsel versions previously provided to the Administrative Agent and (ii) Xxxxxx & Xxxxx, S.C. special Mexican counsel a certificate of the Secretary or Assistant Secretary or comparable officer under applicable law or director of the Borrower and each Guarantor dated the Amendment Effective Date and certifying (where relevant) (A) that either (x) attached thereto is a true and complete copy of the Organization Documents of the Borrower and each Guarantor as in effect on the Amendment Effective Date or (y) certifying that the Organization Documents of the Borrower and each Guarantor have not changed since the versions previously provided to the Administrative Agent, substantially (B) that attached thereto is a true and complete copy of resolutions duly adopted by the board of directors (or equivalent governing body) of the Borrower and each Guarantor authorizing the execution, delivery and performance of this Amendment and the Affirmation of Guaranty, the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (C) that the Organization Documents of the Borrower and each Guarantor have not been amended since the date of the last amendment shown on such certificate, (D) as to (if applicable) the incumbency and specimen signature of each officer executing this Amendment on behalf of the Borrower and countersigned by another officer as to the incumbency and specimen signature of the Secretary or Assistant Secretary or comparable officer under applicable law executing the certificate pursuant to clause (ii) above and (E) such other matters that are customarily included in a certificate of this nature in the form jurisdiction of Exhibits C-1 its incorporation or organization. d. The representations and C-2warranties of each Loan Party contained in Article V of the Credit Agreement, respectivelythis Amendment or any other Loan Document shall be true and correct in all respects or, in the case of such representations and warranties which are not otherwise subject to a materiality qualification in accordance with its terms, shall be correct in all material respects, in each case covering such matters relating on and as of the Amendment Effective Date, except to the Loan Documents extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects as the Required Lenders may reasonably request. The Borrower requests of such counsel to deliver such opinionsearlier date. (d) e. No Default shall exist before, or would result from, the incurrence of the Incremental Revolving Commitment on the Amendment Effective Date or any related Revolving Credit Loans contemplated hereby or the application of the proceeds thereof, or the consummation of the transactions contemplated herein. f. The Administrative Agent shall have received such documents and certificates as the Administrative Agent or its counsel may reasonably request relating to (i) the organizationreceived, existence and good standing on behalf of each Credit Party, (ii) the authorization of the Borrowing hereunder (including the execution and delivery of, and performance by such Credit Party of its obligations under, each Loan Document to which it is a party) and any other transactions contemplated hereby and (iii) any other legal matters relating to the Credit Partiesitself, the Loan Documents or such other transactions, all in form and substance satisfactory to the Administrative Collateral Agent and its counselthe Lenders, on the Amendment Effective Date, customary written opinions of Kxxxxxxx & Exxxx LLP, special counsel for the Borrower. (e) g. The Administrative Agent shall have received a certificate, dated the Amendment Effective Date and signed by the President, a Vice President or an Responsible Officer of the Borrower, confirming (i) compliance with the conditions precedent set forth in clauses paragraphs (ld) and (me) above and (ii) that after giving Pro Forma Effect to the increase of the Revolving Credit Commitments contemplated in this Amendment (assuming that all such Incremental Revolving Commitments are drawn in full and excluding the cash proceeds of such Incremental Revolving Commitments) and after giving effect to any Specified Transaction consummated in connection therewith and all other appropriate Pro Forma Adjustments, the First Lien Net Leverage Ratio does not exceed 4:25:1.00. h. The Borrower shall have paid (or caused to be paid) to each Incremental Revolving Commitment Lender (i) the full amount of all fees required to be paid by the Borrower on or prior to the Amendment Effective Date pursuant to the Amendment No. 1 Fee Letter (as defined in Section 2(b) of this Section. Amendment), and (fii) The Credit Parties shall have paid all fees reasonable and other amounts due and payable to the Lender Parties on documented or before the Amendment Effective Date, including, to the extent invoiced, all invoiced out-of-pocket expenses (including reasonable and documented fees, charges and disbursements costs of counsel for the Administrative Agent and local counsel for the Lenders) required to be reimbursed or paid by any Credit Party expenses due and payable under the Loan Documents. (g) The Administrative Agent shall have received (i) the Accession Credit Agreement dated as of September 24, 2004 among the Borrower, the Collateral and Intercreditor Agent, the Grantor Subsidiaries party to the Original Loan Agreement, and the Administrative Agent, as supplemented by the Accession Agreement dated as of February 24, 2005, substantially in the form attached as Exhibit D hereto, duly completed with respect to the Obligations under this Agreement and the Notes and duly executed by the Borrower, the Collateral and Intercreditor Agent, and the Administrative Agent, on behalf of itself and the Lenders, pursuant to this Agreement (together, the “Secured Party Accession Agreement”) and (ii) evidence reasonably satisfactory to it of the satisfaction of the conditions set forth in Section 7.1 the Master Collateral and Intercreditor Agreement with respect to such Obligations being treated as “Secured Obligations” thereunder. (h) The Administrative Agent shall have received certification, substantially in the form of Exhibit F hereto, as to the financial condition and solvency of the Borrower and its Subsidiaries from the Chief Financial Officer of the Borrower. (i) No changes or developments shall have occurred, and no new or additional information, shall have been received or discovered by the Administrative Agent or the Lenders regarding the Borrower and its Subsidiaries after January 31, 2005 as a result of their continuing investigation or otherwise that either individually or in the aggregate, could reasonably be expected to have a Material Adverse EffectFee Letter. (j) There shall not have occurred a material adverse change in the business, assets, properties, liabilities (actual and contingent), operations, condition (financial or otherwise) or prospects of the Borrower and its Subsidiaries, taken as a whole, since December 31, 2003. (k) CT Corporation System shall have been appointed as Process Agent for the period through the Maturity Date in accordance with Section 9.09(d). (l) The representations and warranties of each Credit Party set forth in the Loan Documents shall be true in all material respects on and as of the Amendment Effective Date. (m) After giving effect to the Amendment and Restatement, no Default shall have occurred and be continuing. (n) The Administrative Agent shall have received the fee referred to in Section 2.07(c) for the accounts of the Existing Lenders. Promptly after the Amendment Effective Date occurs, the Administrative Agent shall notify the Borrower and the Lenders thereof, and such notice shall be conclusive and binding. Notwithstanding the foregoing, the Amendment and Restatement shall not become effective unless each of the foregoing conditions is satisfied (or waived pursuant to Section 9.02) before 5:00 p.m., New York City time, on March 1, 2005.

Amendment Effective Date. The This Amendment shall become effective as of the first date (the “Third Amendment Effective Date and the Amendment and Restatement effected pursuant to this Agreement shall not become effective until the date Date”) on which each of the following conditions is shall have been satisfied (or waived in accordance with Section 9.02by the Third Amendment Revolving Lenders): (a) The the Administrative Agent (or its counsel) shall have received from each party to this Agreement either (i) a counterpart hereof signed on behalf signature page of such this Amendment duly executed by the Parent Borrower, each other Loan Party party or hereto, the Administrative Agent and each Third Amendment Revolving Lender (iiin each case including by way of Electronic Signatures (as defined below)); (b) written evidence satisfactory to the Administrative Agent (which may include telecopy transmission of a signed signature pageor its counsel) that such party has signed a counterpart of this Agreement. (b) The Administrative Agent shall have received a favorable written customary opinion from (i) Dxxxx Xxxx & Wxxxxxxx LLP, in its capacity as special New York counsel to the Loan Parties and (ii) Mxxxxx, Nxxxxxx, Arsht & Txxxxxx LLP, in its capacity as special Delaware counsel to the Loan Parties, in each case, dated as of the Third Amendment Effective Date and addressed to the Administrative Agent and the Lenders and dated the each Third Amendment Effective Date) of each of (i) Cravath, Swaine & Xxxxx LLP, special New York counsel to the Borrower and the Guarantors, (ii) Lic. Xxxxxxxxx Xxxxxx, General Counsel to the Borrower and the Guarantors, and (iii) Xxxx Xxxxx, Xxxxxxx Xxxxxx, Xxxxxxxx y Xxxxx, S.C., special Mexican counsel to the Borrower and the Guarantors, substantially in the form of Exhibits X-0, X-0 and B-3, respectively. The Borrower requests such counsel to deliver such opinions.Revolving Lender; (c) The Administrative Agent shall have received a favorable written opinion (addressed to the Administrative Agent and the Lenders and dated the Amendment Effective Date) of each of (i) Xxxxx Xxxx & Xxxxxxxx, special New York counsel to the Administrative Agent and (ii) Xxxxxx & Xxxxx, S.C. special Mexican counsel to the Administrative Agent, substantially in the form of Exhibits C-1 and C-2, respectively, in each case covering such matters relating to the Loan Documents as the Required Lenders may reasonably request. The Borrower requests such counsel to deliver such opinions. (d) The Administrative Agent shall have received such documents and certificates as the Administrative Agent or its counsel may reasonably request relating to (icounsel) the organization, existence and good standing of each Credit Party, (ii) the authorization of the Borrowing hereunder (including the execution and delivery of, and performance by such Credit Party of its obligations under, each Loan Document to which it is a party) and any other transactions contemplated hereby and (iii) any other legal matters relating to the Credit Parties, the Loan Documents or such other transactions, all in form and substance satisfactory to the Administrative Agent and its counsel. (e) The Administrative Agent shall have received a certificate, dated the Amendment Effective Date and signed by the President, a Vice President or an Officer of the Borrower, confirming compliance with the conditions set forth in clauses (l) and (m) of this Section. (f) The Credit Parties shall have paid all fees and other amounts due and payable to the Lender Parties on or before the Amendment Effective Date, including, to the extent invoiced, all out-of-pocket expenses (including reasonable and documented fees, charges and disbursements of counsel for the Administrative Agent and local counsel for the Lenders) required to be reimbursed or paid by any Credit Party under the Loan Documents. (g) The Administrative Agent shall have received (i) a certificate of each Loan Party, dated the Accession Agreement dated as of September 24, 2004 among the Borrower, the Collateral and Intercreditor Agent, the Grantor Subsidiaries party to the Original Loan Agreement, and the Administrative Agent, as supplemented by the Accession Agreement dated as of February 24, 2005, substantially in the form attached as Exhibit D hereto, duly completed with respect to the Obligations under this Agreement and the Notes and duly executed by the Borrower, the Collateral and Intercreditor Agent, and the Administrative Agent, on behalf of itself and the Lenders, pursuant to this Agreement (together, the “Secured Party Accession Agreement”) and (ii) evidence reasonably satisfactory to it of the satisfaction of the conditions set forth in Section 7.1 the Master Collateral and Intercreditor Agreement with respect to such Obligations being treated as “Secured Obligations” thereunder. (h) The Administrative Agent shall have received certificationThird Amendment Effective Date, substantially in the form of Exhibit F hereto, as C to the financial condition Existing Credit Agreement, with appropriate insertions and solvency attachments, including without limitation (x) the certificate of incorporation (or equivalent) of each Loan Party certified by the relevant authority of the Borrower jurisdiction of organization of such Loan Party and (y) a true and complete copy of its Subsidiaries from the Chief Financial Officer by-laws or operating, management, partnership or similar agreement (or, in each case of the Borrower. clauses (ix) No changes and (y) above, a certification that true and complete copies of such documents or developments shall have occurred, and no new or additional information, shall agreements have been received or discovered by previously attached to a certificate delivered to the Administrative Agent under the Existing Credit Agreement and that such documents or agreements have not been amended except as otherwise attached to such certificate delivered to the Lenders regarding Administrative Agent on the Borrower Third Amendment Effective Date and certified therein as being the only amendments thereto as of such date), and (ii) a good standing certificate as of a recent date for each Loan Party from its Subsidiaries after January 31, 2005 as a result relevant authority of their continuing investigation or otherwise that either individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect.its jurisdiction of organization; (jd) There shall not have occurred a material adverse change in the business, assets, properties, liabilities (actual and contingent), operations, condition (financial or otherwise) or prospects each of the Borrower and its Subsidiaries, taken as a whole, since December 31, 2003. (k) CT Corporation System shall have been appointed as Process Agent for the period through the Maturity Date in accordance with Section 9.09(d). (l) The representations and warranties of each Credit made by any Loan Party set forth in or pursuant to the Loan Documents shall be true and correct in all material respects (or in all respects if qualified by materiality) on and as of the Third Amendment Effective Date. (m) After , immediately prior to and immediately after giving effect to the this Amendment and Restatementthe transactions contemplated hereby), as if made on and as of such date, except to the extent expressly made as of an earlier date, in which case such representations and warranties shall have been so true and correct as of such earlier date; (i) all costs, fees and expenses (including, without limitation, reasonable and documented legal fees and expenses of counsel to the Administrative Agent) and other compensation required to be paid by the Parent Borrower in connection with this Amendment to the Administrative Agent and the Third Amendment Revolving Lenders shall have been paid or shall have been authorized to be deducted from the proceeds of the funding of any Revolving Loans borrowed on the Third Amendment Effective Date to the extent due and invoiced to the Parent Borrower (in the case of any such expenses, at least three Business Days prior to the Third Amendment Effective Date) and (ii) the Administrative Agent shall have received, for the account of each Existing RCF Lender, the Previously Accrued Amounts; (f) the Administrative Agent (or its counsel) shall have received a Solvency Certificate dated as of the Third Amendment Effective Date from the chief financial officer (or other officer with reasonably equivalent responsibilities) of the Parent Borrower certifying as to the matters set forth therein; (g) each Third Amendment Revolving Lender shall have received, at least three Business Days prior to the Third Amendment Effective Date, all documentation and other information about the Parent Borrower and the Guarantors that shall have been reasonably requested by such Third Amendment Revolving Lender in writing at least 10 Business Days prior to the Third Amendment Effective Date and that such Third Amendment Revolving Lender reasonably determines is required by United States bank regulatory authorities under applicable “know-your-customer” and anti-money laundering rules and regulations, including the PATRIOT Act and the CDD Rule and (ii) to the extent the Parent Borrower qualifies as a “legal entity customer” under 31 C.F.R. § 1010.230 (the “Beneficial Ownership Regulation”), at least five days prior to the Third Amendment Effective Date, any Third Amendment Revolving Lender that has requested, in a written notice to the Parent Borrower at least 10 days prior to the Third Amendment Effective Date, a certification regarding beneficial ownership as required by the Beneficial Ownership Regulation (a “Beneficial Ownership Certification”) in relation to the Parent Borrower shall have received such Beneficial Ownership Certification; (h) no Default or Event of Default shall have occurred and be continuing.continuing on the Third Amendment Effective Date or after giving effect to the RCF Upsize and the other transactions contemplated by this Amendment and the Amended Credit Agreement; and (ni) The the Administrative Agent shall have received a certificate of a Responsible Officer of the fee Parent Borrower certifying as to the matters referred to in clauses (d) and (h) of this Section 2.07(c) for 4. For purposes of determining whether the accounts of conditions specified in this ‎Section 4 have been satisfied on the Existing Lenders. Promptly after the Amendment Effective Date occursdate hereof, by executing this Amendment, the Administrative Agent shall notify the Borrower and the Third Amendment Revolving Lenders thereof, and such notice shall be conclusive and binding. Notwithstanding deemed to have consented to, approved or accepted, or to be satisfied with, each document or other matter required hereunder to be consented to or approved by or acceptable or satisfactory to the foregoingAdministrative Agent or the Third Amendment Revolving Lenders, as the Amendment and Restatement shall not become effective unless each of the foregoing conditions is satisfied (or waived pursuant to Section 9.02) before 5:00 p.m., New York City time, on March 1, 2005case may be.

Amendment Effective Date. The SUBSEQUENT AMENDMENT FEES 2.1 This Amendment shall become effective as of June 30, 1996 (the "Amendment Effective Date and the Date"); provided, however, that this Amendment and Restatement effected pursuant to this Agreement shall not become be effective until the date on which each of if the following conditions is are not satisfied (on or waived in accordance with Section 9.02): (a) The Administrative Agent (or its counsel) shall have received from each party to this Agreement either before August 12, 1996: (i) a counterpart hereof signed on behalf of such party or (ii) written evidence satisfactory to the Administrative Agent (which may include telecopy transmission delivery by Merisel Canada of a signed signature page) that such party has signed a counterpart of this Agreement. (b) The Administrative Agent shall have received a favorable written opinion (addressed to the Administrative Agent Consent and the Lenders and dated the Amendment Effective Date) of each of (i) Cravath, Swaine & Xxxxx LLP, special New York counsel to the Borrower and the Guarantors, (ii) Lic. Xxxxxxxxx Xxxxxx, General Counsel to the Borrower and the Guarantors, and (iii) Xxxx Xxxxx, Xxxxxxx Xxxxxx, Xxxxxxxx y Xxxxx, S.C., special Mexican counsel to the Borrower and the Guarantors, substantially Acknowledgement in the form of Exhibits X-0, X-0 and B-3, respectively. The Borrower requests such counsel to deliver such opinions. (c) The Administrative Agent shall have received a favorable written opinion (addressed to the Administrative Agent and the Lenders and dated the Amendment Effective Date) of each of (i) Xxxxx Xxxx & Xxxxxxxx, special New York counsel to the Administrative Agent and (ii) Xxxxxx & Xxxxx, S.C. special Mexican counsel to the Administrative Agent, substantially in the form of Exhibits C-1 and C-2, respectively, in each case covering such matters relating to the Loan Documents as the Required Lenders may reasonably request. The Borrower requests such counsel to deliver such opinions. (d) The Administrative Agent shall have received such documents and certificates as the Administrative Agent or its counsel may reasonably request relating to (i) the organization, existence and good standing of each Credit Party, Annex A hereto; (ii) the authorization delivery by the Borrowers and Merisel Parent to the Lenders (or to the Agent with sufficient originally executed copies, where appropriate, for each Lender) of (a) certified resolutions of their respective Board of Directors approving and authorizing the Borrowing hereunder (including the execution and delivery ofexecution, delivery, and performance by such Credit Party of its obligations underthis Amendment, each Loan Document (b) signature and incumbency certificates of the officers executing this Amendment, and (c) executed copies of this Amendment; (iii) all corporate and other proceedings required to which it is a party) and any other be taken in connection with the transactions contemplated hereby shall have been taken; and (iiiiv) any other legal matters relating to the Credit Parties, the Loan Documents or such other transactions, all in form and substance satisfactory to the Administrative Agent and its counsel. (e) The Administrative Agent shall have received a certificate, dated the Amendment Effective Date and signed by the President, a Vice President or an Officer of the Borrower, confirming compliance with the conditions set forth in clauses (l) and (m) of this Section. (f) The Credit Parties Borrowers shall have paid all fees to each Lender that shall have executed and other amounts due and payable delivered to the Lender Parties Agent by 5:00 p.m. (Los Angeles time) on or before August 9, 1996 signature pages to this Amendment, an amendment fee in an amount equal to (x) the greater of (A) 0.10% and (B) the percentage applicable to any amendment fee that the holders of the Senior Notes may be paid in connection with the amendments similar to those effected by this Amendment Effective Date, including, to the extent invoiced, all out-of-pocket expenses multiplied by (including reasonable and documented fees, charges and disbursements of counsel for the Administrative Agent and local counsel for the Lendersy) required to be reimbursed or paid by any Credit Party under the Loan Documentssuch Lender's Commitment. (g) 2.2 The Administrative Agent Borrowers agree to promptly pay to each Lender that shall have received executed and delivered subsequent to 5:00 p.m. (iLos Angeles time) on August 9, 1996 and prior to 5:00 p.m. (Los Angeles time) on August 20, 1996 counterpart signature pages to this Amendment and the Accession letter referred to in Section 7.02(a)(xi) -2- of the Amended Agreement dated (as of September 24, 2004 among amended by this Amendment) (the Borrower"Letter"), the Collateral amendment fee referred to in clause (iv) of Section 2.1 of this Amendment; provided however that if the Majority Lenders shall not have executed and Intercreditor Agentdelivered by 5:00 p.m. (Los Angeles time) on August 9, the Grantor Subsidiaries party 1996, counterpart signature pages to the Original Loan Agreement, this Amendment and the Administrative Agent, as supplemented by the Accession Agreement dated as of February 24, 2005, substantially in the form attached as Exhibit D hereto, duly completed with respect to the Obligations under this Agreement and the Notes and duly executed by the Borrower, the Collateral and Intercreditor Agent, and the Administrative Agent, on behalf of itself and the Lenders, pursuant to this Agreement (together, the “Secured Party Accession Agreement”) and (ii) evidence reasonably satisfactory to it of the satisfaction of Letter or the conditions set forth in Section 7.1 2.1 of this Amendment have not been satisfied or waived on or prior to August 9, 1996, the Master Collateral and Intercreditor Agreement with respect to such Obligations being treated as “Secured Obligations” thereunder. (h) The Administrative Agent Borrowers shall have received certification, substantially in the form of Exhibit F hereto, as no obligation to the financial condition and solvency pay any amendment fees pursuant to this Section 2.2. Failure of the Borrower Borrowers to comply with this provision shall constitute and its Subsidiaries from Event of Default under the Chief Financial Officer of the BorrowerAmended Agreement. (i) No changes or developments shall have occurred, and no new or additional information, shall have been received or discovered by the Administrative Agent or the Lenders regarding the Borrower and its Subsidiaries after January 31, 2005 as a result of their continuing investigation or otherwise that either individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect. (j) There shall not have occurred a material adverse change in the business, assets, properties, liabilities (actual and contingent), operations, condition (financial or otherwise) or prospects of the Borrower and its Subsidiaries, taken as a whole, since December 31, 2003. (k) CT Corporation System shall have been appointed as Process Agent for the period through the Maturity Date in accordance with Section 9.09(d). (l) The representations and warranties of each Credit Party set forth in the Loan Documents shall be true in all material respects on and as of the Amendment Effective Date. (m) After giving effect to the Amendment and Restatement, no Default shall have occurred and be continuing. (n) The Administrative Agent shall have received the fee referred to in Section 2.07(c) for the accounts of the Existing Lenders. Promptly after the Amendment Effective Date occurs, the Administrative Agent shall notify the Borrower and the Lenders thereof, and such notice shall be conclusive and binding. Notwithstanding the foregoing, the Amendment and Restatement shall not become effective unless each of the foregoing conditions is satisfied (or waived pursuant to Section 9.02) before 5:00 p.m., New York City time, on March 1, 2005.

Amendment Effective Date. The This Refinancing Amendment shall become effective as of the first date (such date, the “Amendment Effective Date and the Amendment and Restatement effected pursuant to this Agreement shall not become effective until the date Date”) on which each of the following conditions is satisfied (or waived in accordance with Section 9.02):shall have been satisfied: (a) The the Administrative Agent (or its counsel) shall have received from each party to this Agreement either (i) a counterpart hereof signed on behalf signature page of such party or this Refinancing Amendment duly executed by each of the Borrower and each other Loan Party and (ii) written evidence satisfactory Lender Addenda and counterparts to the Administrative Agent (which may include telecopy transmission of a signed signature page) that such party has signed a counterpart of this Agreement.Refinancing Amendment, as applicable, executed and delivered by each Tranche B-3 Lender; (b) The Administrative Agent the representations and warranties in Section 4 above shall have received a favorable written opinion (addressed to the Administrative Agent be true and the Lenders and dated the Amendment Effective Date) of each of (i) Cravath, Swaine & Xxxxx LLP, special New York counsel to the Borrower and the Guarantors, (ii) Lic. Xxxxxxxxx Xxxxxx, General Counsel to the Borrower and the Guarantors, and (iii) Xxxx Xxxxx, Xxxxxxx Xxxxxx, Xxxxxxxx y Xxxxx, S.C., special Mexican counsel to the Borrower and the Guarantors, substantially in the form of Exhibits X-0, X-0 and B-3, respectively. The Borrower requests such counsel to deliver such opinions.correct; (c) The Administrative Agent Borrowers shall have received a favorable written opinion prepaid (addressed or to have been deemed to have prepaid after giving effect to the Administrative Agent and the Lenders and dated Tranche B-3 Loans) all outstanding Tranche B-2 Loans on the Amendment Effective Date) of each of (i) Xxxxx Xxxx & Xxxxxxxx, special New York counsel Date by paying the principal amount to be prepaid together with interest accrued thereon to the Administrative Agent and (ii) Xxxxxx & Xxxxx, S.C. special Mexican counsel date of such prepayment. The Borrowers will pay to the Administrative AgentTranche B-2 Lenders any funding losses incurred pursuant to Section 2.13 of the Credit Agreement; provided, substantially however that notwithstanding anything herein or in the form of Exhibits C-1 and C-2, respectively, in each case covering such matters relating Credit Agreement to the Loan Documents as contrary, each Borrower and each Lender party hereto agrees that any amounts payable to any Continuing Term Lender pursuant to Section 2.13 of the Required Lenders may reasonably request. The Borrower requests such counsel to deliver such opinionsCredit Agreement are hereby waived. (d) The Administrative Agent shall have received received: (i) a certificate of the secretary or assistant secretary of each Loan Party dated the Amendment Effective Date, certifying (A) that attached thereto is a true and complete copy of each Organizational Document of such Loan Party certified (to the extent applicable) as of a recent date by the Secretary of State of the state of its organization, (B) that attached thereto is a true and complete copy of resolutions duly adopted by the Board of Directors of such Loan Party authorizing the execution, delivery and performance of the Loan Documents to which such person is a party and, in the case of Borrowers, the borrowings contemplated hereby, and that such resolutions have not been modified, rescinded or amended and are in full force and effect and (C) as to the incumbency and specimen signature of each officer executing any Loan Document or any other document delivered in connection herewith on behalf of such Loan Party (together with a certificate of another officer as to the incumbency and specimen signature of the secretary or assistant secretary executing the certificate in this clause (i)); (ii) a certificate as to the good standing of each Loan Party (in so-called “long-form” if available) as of a recent date, from such Secretary of State (or other applicable Governmental Authority); and (iii) such other documents and certificates as the Administrative Agent or its counsel may reasonably request relating to (i) the organization, existence and good standing of each Credit Party, (ii) the authorization of the Borrowing hereunder (including the execution and delivery of, and performance by such Credit Party of its obligations under, each Loan Document to which it is a party) and any other transactions contemplated hereby and (iii) any other legal matters relating to the Credit Parties, the Loan Documents or such other transactions, all in form and substance satisfactory to the Administrative Agent and its counselrequest. (e) The Administrative Agent shall have received a certificate, dated the Amendment Effective Date and signed by the President, a Vice President or an Responsible Officer of the BorrowerHoldings, confirming compliance with the conditions precedent set forth in clauses (lSections 5(b) and (m) of this Sectionk). (f) The Credit Parties Administrative Agent shall have paid received a favorable written opinion of (i) Xxxxxx LLP, special counsel for the Loan Parties, and (ii) Xxxxxx and Xxxxxx, British Virgin Islands counsel to the Loan Parties, in a form reasonably satisfactory to the Administrative Agent. (g) The Administrative Agent shall have received a solvency certificate in the form of Exhibit K to the Credit Agreement, dated the Amendment Effective Date and signed by the chief financial officer of Holdings. (h) The Arrangers and Administrative Agent shall have received all fees and other amounts due and payable to the Lender Parties on or before prior to the Amendment Effective Date, including, to the extent invoiced, reimbursement or payment of all out-of-pocket expenses (including reasonable the legal fees and documented feesexpenses of Xxxxx Xxxx & Xxxxxxxx LLP), charges and disbursements the fees and expenses of counsel for the Administrative Agent any local counsel, foreign counsel, appraisers, consultants and local counsel for the Lenders) other advisors required to be reimbursed or paid by Borrowers hereunder or under any Credit Party under the other Loan DocumentsDocument. (gi) The Tranche B-3 Lenders shall have received, sufficiently in advance of the Amendment Effective Date, all documentation and other information that may be required by the Tranche B-3 Lenders in order to enable compliance with applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act, including the information described in Section 10.13 of the Credit Agreement. (j) The Administrative Agent shall have received (i) a Borrowing Request as required by Section 2.03 of the Accession Credit Agreement dated as of September 24, 2004 among the Borrower, the Collateral and Intercreditor Agent, the Grantor Subsidiaries party to the Original Loan Agreement, and the Administrative Agent, as supplemented by the Accession Agreement dated as of February 24, 2005, substantially in the form attached as Exhibit D hereto, duly completed with respect to the Obligations under this Agreement and Credit Extensions to be made on the Notes and duly executed Amendment Effective Date by the Borrower, the Collateral and Intercreditor Agent, and the Administrative Agent, on behalf of itself and the Tranche B-3 Lenders, pursuant to this Agreement (together, the “Secured Party Accession Agreement”) and (ii) evidence reasonably satisfactory to it of the satisfaction of the conditions set forth in Section 7.1 the Master Collateral and Intercreditor Agreement with respect to such Obligations being treated as “Secured Obligations” thereunder. (h) The Administrative Agent shall have received certification, substantially in the form of Exhibit F hereto, as to the financial condition and solvency of the Borrower and its Subsidiaries from the Chief Financial Officer of the Borrower. (i) No changes or developments shall have occurred, and no new or additional information, shall have been received or discovered by the Administrative Agent or the Lenders regarding the Borrower and its Subsidiaries after January 31, 2005 as a result of their continuing investigation or otherwise that either individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect. (j) There shall not have occurred a material adverse change in the business, assets, properties, liabilities (actual and contingent), operations, condition (financial or otherwise) or prospects of the Borrower and its Subsidiaries, taken as a whole, since December 31, 2003. (k) CT Corporation System shall have been appointed as Process Agent for the period through the Maturity Date in accordance with Section 9.09(d). (l) The representations and warranties of each Credit Party conditions set forth in Sections 4.02(b) through 4.02(d) of the Loan Documents Credit Agreement shall be true in all material respects satisfied on and as of the Amendment Effective Date. (m) After giving effect Date with respect to the Amendment and Restatement, no Default shall have occurred and Credit Extensions to be continuing. (n) The Administrative Agent shall have received the fee referred to in Section 2.07(c) for the accounts of the Existing Lenders. Promptly after made on the Amendment Effective Date occursby the Tranche B-3 Lenders. (l) The Borrowers shall have paid all fees due and payable on the Amendment Effective Date pursuant to the Engagement Letter dated as of March 24, 2013 by and among Holdings and X.X. Xxxxxx Securities LLC (as the same may be amended from time to time, the “Engagement Letter”), and all expenses due and payable pursuant to the Engagement Letter to the extent invoiced not less than one Business Day prior to the Amendment Effective Date. The Administrative Agent shall notify the Borrower Borrowers and the Lenders thereof, of the Amendment Effective Date and such notice shall be conclusive and binding. Notwithstanding the foregoing, the Amendment and Restatement shall not become effective unless each of the foregoing conditions is satisfied (or waived pursuant to Section 9.02) before 5:00 p.m., New York City time, on March 1, 2005.

Amendment Effective Date. The This Amendment Effective Date and the Amendment and Restatement effected pursuant to this Agreement shall not become effective until as of the first date on which each of the following conditions is set forth in this Section H shall have been satisfied (or waived in accordance with Section 9.02waived) (such date, the “Amendment Effective Date”): (a) The Administrative Agent (or its counsel) shall have received from each party to this Agreement either (i) a counterpart hereof signed on behalf of such party or (ii) written evidence satisfactory to 6 1. the Administrative Agent (which may include telecopy transmission of a signed signature page) that such party has signed a counterpart of this Agreement. (b) The Administrative Agent shall have received a favorable written opinion (addressed to duly executed counterparts hereof that, when taken together, bear the Administrative Agent and the Lenders and dated the Amendment Effective Date) of each signatures of (i) Cravath, Swaine & Xxxxx LLP, special New York counsel to the Borrower and the Guarantors, (ii) Lic. Xxxxxxxxx Xxxxxx, General Counsel to the Borrower and the Guarantors, and (iii) Xxxx Xxxxx, Xxxxxxx Xxxxxx, Xxxxxxxx y Xxxxx, S.C., special Mexican counsel to the Borrower and the Guarantors, substantially in the form of Exhibits X-0, X-0 and B-3, respectively. The Borrower requests such counsel to deliver such opinions. (c) The Administrative Agent shall have received a favorable written opinion (addressed to the Administrative Agent and the Lenders and dated the Amendment Effective Date) of each of (i) Xxxxx Xxxx & Xxxxxxxx, special New York counsel to the Administrative Agent and (ii) Xxxxxx & Xxxxx, S.C. special Mexican counsel to the Administrative Agent, substantially in the form of Exhibits C-1 and C-2, respectively, in each case covering such matters relating to the Loan Documents as the Required Lenders may reasonably request. The Borrower requests such counsel to deliver such opinions. (d) The Administrative Agent shall have received such documents and certificates as the Administrative Agent or its counsel may reasonably request relating to (i) the organization, existence and good standing of each Credit Party, (ii) the authorization of Administrative Agent and the Borrowing hereunder Collateral Agent, (including iii) each Stand-Alone L/C Issuer, (iv) the execution Replacement Term Lender, (v) each New Revolving Lender, (vi) each Revolving L/C Issuer and delivery of(vii) the other Lenders party to this Amendment, and performance by such Credit Party of its obligations under, each Loan Document to which it is a partycollectively constitute (A) the Required Lenders (determined in accordance with Section A.1. above) and any other transactions contemplated hereby (B) all the Initial Term B Lenders and Revolving Lenders on the Amendment Effective Time and determined immediately after giving effect to Section D hereof; 2. the Collateral Trustee shall have received duly executed counterparts hereof that, when taken together, bear the signatures of (i) each Credit Party, (ii) the Collateral Trustee and (iii) Required First Lien Debt Holders on the Amendment Effective Time and determined immediately after giving effect to Section D hereof; 3. the Borrower shall have paid (or shall pay substantially concurrently with the effectiveness of this Amendment on the Amendment Effective Date) (1) all accrued and unpaid interest on the Revolving Loans and the Initial Term B Loans to, but not including, the Amendment Effective Date, (2) all accrued and unpaid Revolving Letter of Credit Fees with respect to any other legal matters relating to issued and outstanding Revolving Letters of Credit to, but not including, the Amendment Effective Date and (3) all accrued and unpaid Revolving Commitment Fees to, but not including, the Amendment Effective Date, in each case, irrespective of whether such accrued amounts are otherwise then due and payable by the terms of the Credit Parties, Agreement; 4. the Loan Documents or such other transactions, all in form and substance satisfactory to the Administrative Agent and its counsel. (e) The Administrative Agent shall have received a certificatecertificate of the Borrower, dated the Amendment Effective Date and signed by the President, a Vice President or an Officer of the Borrower, confirming compliance with the conditions set forth in clauses (l) and (m) of this Section. (f) The Credit Parties shall have paid all fees and other amounts due and payable to the Lender Parties on or before the Amendment Effective Date, including, to the extent invoiced, all out-of-pocket expenses (including reasonable and documented fees, charges and disbursements of counsel for the Administrative Agent and local counsel for the Lenders) required to be reimbursed or paid by any Credit Party under the Loan Documents. (g) The Administrative Agent shall have received (i) the Accession Agreement dated as of September 24, 2004 among the Borrower, the Collateral and Intercreditor Agent, the Grantor Subsidiaries party to the Original Loan Agreement, and the Administrative Agent, as supplemented by the Accession Agreement dated as of February 24, 2005, substantially in the form attached as Exhibit D hereto, duly completed with respect to the Obligations under this Agreement and the Notes and duly executed by the Borrower, the Collateral and Intercreditor Agent, and the Administrative Agent, on behalf of itself and the Lenders, pursuant to this Agreement (together, the “Secured Party Accession Agreement”) and (ii) evidence reasonably satisfactory to it of the satisfaction of the conditions set forth in Section 7.1 the Master Collateral and Intercreditor Agreement with respect to such Obligations being treated as “Secured Obligations” thereunder. (h) The Administrative Agent shall have received certification, substantially in the form of Exhibit F hereto, as I to the financial condition and solvency Credit Agreement (with appropriate modifications to reflect the nature of the Borrower transactions contemplated hereunder), certifying that the conditions in Section H.8 and its Subsidiaries from the Chief Financial Officer of the Borrower. (i) No changes or developments shall have occurred, and no new or additional information, shall H.9 hereof have been received or discovered by the Administrative Agent or the Lenders regarding the Borrower and its Subsidiaries after January 31, 2005 as a result of their continuing investigation or otherwise that either individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect. (j) There shall not have occurred a material adverse change in the business, assets, properties, liabilities (actual and contingent), operations, condition (financial or otherwise) or prospects of the Borrower and its Subsidiaries, taken as a whole, since December 31, 2003. (k) CT Corporation System shall have been appointed as Process Agent for the period through the Maturity Date in accordance with Section 9.09(d). (l) The representations and warranties of each Credit Party set forth in the Loan Documents shall be true in all material respects on and satisfied as of the Amendment Effective Date. (m) After giving effect to ; 5. the Amendment and Restatement, no Default shall have occurred and be continuing. (n) The Administrative Agent shall have received the fee referred to in Section 2.07(c) for the accounts a certificate of the Existing Lenders. Promptly after Credit Parties, dated the Amendment Effective Date, certifying (a) a copy of the resolutions of the Authorizing Body (as defined therein) of each Credit Party (or a duly authorized committee thereof) authorizing (i) the execution, delivery and performance of this Amendment (and any agreements relating hereto) to which it is a party and (ii) in the case of the Borrower, the extension of credit contemplated hereunder, (b) true and complete copies of the Organizational Documents of each Credit Party as of the Amendment Effective Date occursand (c) good standing certificates (to the extent such concept exists in the relevant jurisdiction of organization) of each Credit Party (or, in the case of clause (b), in lieu of attaching such Organizational Documents, shall include a certification by an Authorized Officer of each Credit Party certifying that there have been no changes to the corresponding documents delivered to the Administrative Agent on the Closing Date or such later date on which such Organizational Documents were most recently delivered to the Administrative Agent); 6. (i) all fees in the amounts previously agreed in writing to be received on the Amendment Effective Date and (ii) all expenses required to be paid in respect of this Amendment pursuant to Section 13.5 of the Credit Agreement, in each case, shall have been paid to the extent due and, with respect to expenses (including reimbursable fees and expenses of counsel), to the extent a reasonably detailed invoice therefor has been delivered to the Borrower at least three (3) Business Days prior to the Amendment Effective Date; 7. the Administrative Agent shall notify have received all documentation and other information with respect to the Borrower Credit Parties that is requested by the Administrative Agent or a Lender and is required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act and the Lenders thereofBeneficial Ownership Regulation, and such notice shall be conclusive and binding. Notwithstanding in each case, to the foregoing, extent reasonably requested in writing at least ten (10) Business Days prior to the Amendment and Restatement shall not become effective unless each of Effective Date by the foregoing conditions is satisfied (Administrative Agent or waived pursuant to Section 9.02) before 5:00 p.m., New York City time, on March 1, 2005.such Lender;